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, 2018

2021

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

Florida (REGENCY CENTERS CORPORATION)

 regcover10k123116a07.jpg

59-3191743

DELAWARE

Delaware (REGENCY CENTERS, L.P.)

img36431829_0.jpg 

59-3429602

(State or other jurisdiction of incorporation or organization)

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

One Independent Drive, Suite 114

Jacksonville, Florida32202

(904)

(904) 598-7000

(Address of principal executive offices) (zip code)

(Registrant's telephone number, including area code)

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

Regency Centers Corporation

Title of each class

Trading Symbol

Name of each exchange on which registered

Common Stock, $.01 par value

REG

The Nasdaq Stock Market LLC

Regency Centers, L.P.

Title of each class

Trading Symbol

Name of each exchange on which registered

None

N/A

N/A

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

Regency Centers Corporation: None

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

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

Regency Centers Corporation YES    xNO    oYes☒ No ☐ Regency Centers, L.P. YES    xNO    o

Yes☒ No ☐

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

Regency Centers Corporation YES    oNO    xYes ☐ No☒ Regency Centers, L.P. YES    oNO    x

Yes ☐ No☒

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

Regency Centers Corporation YES    xNO    oYes☒ No ☐ Regency Centers, L.P. YES    xNO    o


Yes☒ No ☐

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

Regency Centers Corporation YES    xNO    oYes☒ No ☐ Regency Centers, L.P. YES    xNO    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    oRegency Centers, L.P    o
Yes☒ No ☐

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

Regency Centers Corporation:

Large accelerated filer

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    oNO    o☐ Regency Centers, L.P. YES    oNO    o

☐

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

Regency Centers Corporation ☒Regency Centers, L.P. ☒

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

Regency Centers Corporation YES    oNO    xYes ☐ No ☒Regency Centers, L.P. YES    oNO    x

Yes ☐ No ☒

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

Regency Centers Corporation $10.4$10.8 billion Regency Centers, L.P. N/A

The number of shares outstanding of the Regency Centers Corporation’s common stock was 167,506,148171,372,548 as of February 13, 2019.

14, 2022.

Documents Incorporated by Reference

Portions of Regency Centers Corporation's proxy statement, prepared in connection with its 2019upcoming 2022 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, 20182021, 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;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"“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'sPartnership’s capital includes general and limited common Partnership Units (“Units”). As of December 31, 2018,2021, the Parent Company owned approximately 99.8%99.6% of the Units in the Operating Partnership. The remaining limited Units are owned by third party investors. As the sole general partner of the Operating Partnership, the Parent Company has exclusive control of the Operating Partnership'sPartnership’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'investors’ understanding of the Parent Company and the Operating Partnership by enabling investors to view the business as a whole in the same manner as management views and operates the business;
•
Eliminates duplicative disclosure and provides a more streamlined and readable presentation; and
•
Creates time and cost efficiencies through the preparation of one combined report instead of two separate reports.

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

The Company believes it is important to understand the key differences between the Parent Company and the Operating Partnership in the context of how the Parent Company and the Operating Partnership operate as a consolidated company. The Parent Company is a REIT, whose only material asset is its ownership of partnership interests of the Operating Partnership. As a result, the Parent Company does not conduct business itself, other than acting as the sole general partner of the Operating Partnership, issuing public equity from time to time and guaranteeing certain debt of the Operating Partnership. Except for $500$200 million of unsecured public and private placement debt, the Parent Company does not hold any indebtedness, but guarantees all of the unsecured debt of the Operating Partnership. The Operating Partnership is also the co-issuer and guarantees the $500$200 million of unsecured public and private placement debt of the Parent Company.Company debt. The Operating Partnership holds all the assets of the Company and retains the ownership interests in the Company'sCompany’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'sCompany’s business. These sources include the Operating Partnership'sPartnership’s operations, its direct or indirect incurrence of indebtedness, and the issuance of partnership units.

Stockholders'

Stockholders’ equity, partners'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'sPartnership’s capital includes general and limited common Partnership Units. The limited partners'partners’ units in the Operating Partnership owned by third parties are accounted for in partners'partners’ capital in the Operating Partnership'sPartnership’s financial statements and outside of stockholders'stockholders’ equity in noncontrolling interests in the Parent Company'sCompany’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'stockholders’ equity and partners'partners’ capital differ as discussed above, the assets and liabilities of the Parent Company and the Operating Partnership are the same on their respective financial statements.




TABLE OF CONTENTS

Item No. 
Form 10-K
Report Page
   
 PART I 
   
1.
Business
1
   
1A.
Risk Factors
6
   
1B.
Unresolved Staff Comments
17
   
2.
Properties
18
   
3.
Legal Proceedings
34
   
4.
Mine Safety Disclosures
34
   
 PART II 
   
5.
Market for the Registrant's Common Equity, Related Stockholder Matters, and Issuer Purchases of Equity Securities
34
   
6.
Selected Financial Data
36
   
7.
Management's Discussion and Analysis of Financial Condition and Results of Operations
38
   
7A.
Quantitative and Qualitative Disclosures About Market Risk
63
   
8.
Consolidated Financial Statements and Supplementary Data
64
   
9.
Changes in and Disagreements with Accountants on Accounting and Financial Disclosure
139
   
9A.
Controls and Procedures
139
   
9B.
Other Information
140
   
 PART III 
   
10.
Directors, Executive Officers, and Corporate Governance
140
   
11.
Executive Compensation
140
   
12.
Security Ownership of Certain Beneficial Owners and Management and Related Stockholder Matters
141
   
13.
Certain Relationships and Related Transactions, and Director Independence
141
   
14.
Principal Accountant Fees and Services
141
   
 PART IV 
   
15.
Exhibits and Financial Statement Schedules
142
   
 SIGNATURES 
   
16.
Signatures
148




 

 

 

 

Item No.

 

Form 10-K

Report Page

 

 

 

 

PART I

 

 

 

 

1.

Business

1

 

 

 

1A.

Risk Factors

8

 

 

 

1B.

Unresolved Staff Comments

20

 

 

 

2.

Properties

20

 

 

 

3.

Legal Proceedings

35

 

 

 

4.

Mine Safety Disclosures

35

 

 

 

 

PART II

 

 

 

 

5.

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

35

 

 

 

6.

Reserved

36

 

 

 

7.

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

37

 

 

 

7A.

Quantitative and Qualitative Disclosures About Market Risk

53

 

 

 

8.

Consolidated Financial Statements and Supplementary Data

55

 

 

 

9.

Changes in and Disagreements with Accountants on Accounting and Financial Disclosure

116

 

 

 

9A.

Controls and Procedures

116

 

 

 

9B.

Other Information

117

 

 

 

9C.

Disclosure Regarding Foreign Jurisdictions that Prevent Inspection

117

 

 

 

 

PART III

 

 

 

 

10.

Directors, Executive Officers, and Corporate Governance

117

 

 

 

11.

Executive Compensation

117

 

 

 

12.

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

118

 

 

 

13.

Certain Relationships and Related Transactions, and Director Independence

118

 

 

 

14.

Principal Accountant Fees and Services

118

 

 

 

 

PART IV

 

 

 

 

15.

Exhibits and Financial Statement Schedules

119

 

 

 

16.

Form 10-K Summary

124

 

 

 

 

SIGNATURES

 

 

 

 

17.

Signatures

125

Forward-Looking Statements

In addition to historical information, information

Certain statements in this Form 10-K contains forward-lookingdocument regarding anticipated financial, business, legal or other outcomes including business and market conditions, outlook and other similar statements as defined underrelating to Regency’s future events, developments, or financial or operational performance or results, are “forward-looking statements” made pursuant to the safe harbor provisions of the Private Securities Litigation Reform Act of 1995 and other federal securities laws. These forward-looking statements include statements about anticipated changes in our revenues,are identified by the sizeuse of our developmentwords such as “may,” “will,” “should,” “expect,” “estimate,” “believe,” “intend,” “forecast,” “anticipate,” “guidance,” and redevelopment program, earnings per share and unit, returns and portfolio value, and expectations about our liquidity. Theseother similar language. However, the absence of these or similar words or expressions does not mean a statement is not forward-looking. While we believe these forward-looking statements are 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-lookingreasonable when made, forward-looking statements are not guarantees of future performance or events and involve certain knownundue reliance should not be placed on these statements. Although we believe the expectations reflected in any forward-looking statements are based on reasonable assumptions, we can give no assurance these expectations will be attained, and unknown risks and uncertainties that could causeit is possible actual results tomay differ materially from those expressed or impliedindicated by such statements. Knownthese forward-looking statements due to a variety of risks and uncertainties.

Our operations are subject to a number of risks and uncertainties areincluding, but not limited to, those described furtherin Item 1A, Risk Factors. When considering an investment in our securities, you should carefully read and consider these risks, together with all other information in our Annual Reports on Form 10-K, Quarterly Reports on Form 10-Q and our other filings with and submissions to the SEC. If any of the events described in the risk factors actually occur, our business, financial condition or operating results, as well as the market price of our securities, could be materially adversely affected. Forward-looking statements are only as of the date they are made, and Regency undertakes no duty to update its forward-looking statements except as and to the extent required by law.

PART I

Item 1A. Risk Factors below. The following discussion should be read in conjunction with the accompanying Consolidated Financial Statements and Notes thereto of 1. Business

Regency Centers Corporation is a fully integrated real estate company 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 Centersself-administered and self-managed real estate investment trust that began its operations as a publicly-traded REIT in 1993,1993. Our corporate headquarters are located at One Independent Drive, Suite 114, Jacksonville, Florida. Regency Centers L.P. is the entity through which Regency Centers Corporation conducts substantially all of its operations and asowns substantially all of its assets. Our business consists of acquiring, developing, owning and operating income-producing retail real estate principally located in top markets within the United States. We generate revenues by leasing space to necessity, service, convenience and value retailers serving the essential needs of our communities. Regency has been an S&P 500 Index member since 2017.

As of December 31, 2018,2021, we had full or partial ownership interests in 425405 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 53.6stores, encompassing 51.2 million square feet ("SF"(“SF”) of gross leasable area ("GLA"(“GLA”). Our ownershipPro-rata share of this GLA is 43.442.6 million square feet, including our share of the partially owned properties. All of our operating, investing, and financing activities

We 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. 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 thea preeminent national owner, operator, and developer of shopping centers connecting outstandinglocated in suburban trade areas with compelling demographics. Our mission is to create thriving environments for retailers and service providers to connect with surrounding neighborhoods and communities. Our vision is to elevate quality of life as an integral thread in the fabric of our communities. Our portfolio includes thriving properties merchandised with highly productive grocers, restaurants, service providers, and best-in-class retailers that connect to their neighborhoods, communities, and customers.

Our values:

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

Our goals are to:


•
Own and manage a portfolio of high-quality neighborhood and community shopping centers primarily anchored by market leading grocers and primarily located in affluent suburban and near urban trade areas in the country’s most desirable metro areas. We expect that this combination

1

strategy will produceresult in highly desirable and attractive centers with best-in-class retailers. These centers should command higher rental and occupancy rates resulting in excellent prospects to grow net operating income ("NOI"(“NOI”);

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

•
Support our business activities with a conservative capital structure, including a strong balance sheet;sheet with sufficient liquidity to meet our capital needs together with a well-laddered debt maturity profile;
•
Implement leading environmental, social, and governance practices through our Corporate Responsibility Program;

•
Engage a talented, dedicatedand retain an exceptional and diverse team of employees, who arethat is guided by Regency’sour strong values, while fostering an environment of innovation and special culture, which are aligned withcontinuous improvement; and
•
Create shareholder interests.
Key strategies to achieve our goals are to:

Increasevalue by increasing earnings and dividends per share and dividends andthat generate total shareholder returns at or near the top of our shopping center peers.

Key strategies to achieve our goals are to:


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

Develop•
Reinvest free cash flow and redevelop high quality shopping centers at attractive returns on investment;portfolio enhancement disposition proceeds into high-quality developments, redevelopments and acquisitions in a long term accretive manner;

•
Maintain a conservative balance sheet providingthat provides liquidity, financial flexibility toand cost effectively fundeffective funding of investment opportunities, andwhile also managing debt maturities on a favorable basis, andthat enable us to weather economic downturns;
•
Pursue best-in-class environmental, social, and governance practices; and

•
Attract, retain, and motivateengage an exceptional and diverse team that is guided by our values while fostering an environment of employees whoinnovation and continuous improvement.

COVID-19 Update

The COVID-19 pandemic continues to impact our business performance as it relates to occupancy and leasing volumes and how revenue recognition is impacted by rent collections and tenant credit risk. Rent collection rates since the pandemic began have been lower than historical pre-pandemic averages, but have steadily increased during 2021 since the low point in the second quarter of 2020. Collection rates may remain lower than historical pre-pandemic averages for the foreseeable future. The ability of tenants to successfully operate efficientlytheir businesses and are recognized as industry leaders.




Corporate Responsibility
Regency’s vision ispay rent continues to be significantly influenced by pandemic-related challenges such as rising costs, labor shortages, supply chain constraints, reduced in-store sales, the preeminent national owner, operator and developeremergence of shopping centers, connecting outstanding retailers and service providers with its neighborhoods and communities while practicing best-in-class corporate responsibility. Our corporate responsibility report highlights our commitment to stakeholdersnew variants of the COVID-19 virus, effectiveness of vaccines against variants, and the critical role Regency's core values have on how we practice corporate responsibility.impact of mask and vaccine mandates. We are committedanticipate that the extent to transparent reporting on sustainability and corporate responsibility efforts in accordance withwhich the guidelinesCOVID-19 pandemic continues to impact our financial condition, results of the Global Reporting Initiative. A copy of our corporate responsibility report is available on our website, www.regencycenters.com.
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 supports 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, andcash flows will continue to enhance disclosure using industry accepted reporting frameworks. More information aboutdepend on the severity of COVID-19 variants, the effectiveness of vaccines against them, and the ability of our sustainability strategy, goals, performance,current and formal disclosures are available on our website at www.regencycenters.com.
prospective tenants to operate their businesses in the face of these pandemic-related challenges.

Competition

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

•
the locations of our locationsshopping centers 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;
centers including our practice of maintaining and renovating these centers to our high standards of quality;
•
the compelling demographics surrounding our shopping centers;
•
our relationships with our anchor, shop, and out-parcel tenants;

2

•
our management experience and expertise; and
•
our ability to sourcedevelop, redevelop, and develop newacquire shopping centers.
Employees
Our corporate headquarters are located at One Independent Drive, Suite 114, Jacksonville, Florida.

Corporate Responsibility and Human Capital

We presently maintain 22 market offices nationwide, including our corporate headquarters in Jacksonville, Florida, where we conduct management, leasing, construction, and investment activities. We currently have 446432 employees throughout the United StatesStates.

Our mission is to create thriving environments for retailers and service providers to connect with surrounding neighborhoods and communities while striving to achieve best-in-class corporate responsibility. Executive management, with oversight by our Board of Directors, embed corporate responsibility in our mission, strategy and objectives. Our focus is on three key overarching concepts: long-term value creation, our Regency brand and reputation, and the importance of maintaining our culture.

We have established four pillars for our corporate responsibility program that we believe enable us to support our mission and implement these concepts:

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

Our People – Our people are our most important asset and we believestrive to ensure that they are engaged, passionate about their work, connected to their teams, and supported to deliver their best performance. Our values encourage our relationspeople to work together for the success of our Company and mission. We recognize and value the importance of attracting and retaining talented individuals to Regency’s performance and growth. We strive to maintain a safe and healthy workspace, promote employee well-being, and empower our employees by focusing on their training and education. To achieve this, we provide opportunities for training and development for each eligible employee, as well as competitive compensation, benefits, and wellness programs. We offer a hybrid work environment that allows a meaningful level of flexibility for our employees to work in office and remote. Another key element is our understanding and appreciation of the value of an inclusive and diverse workforce. In 2021, we continued implementing a comprehensive three-year diversity, equity, and inclusion (“DEI”) strategy and roadmap, which is focused on four key areas: Talent, Culture, Marketplace, and Communities, and includes training, recruitment, and engagement. Our employees have been directly engaged in the development of our DEI strategy to ensure they are connected to and actively involved in its implementation across the entirety of our business, including the launch of two employee resource groups in 2021.

Our Communities – Our predominately grocery-anchored neighborhood centers provide many benefits to the communities in which we live and work, including significant local economic impacts in the form of investment, jobs and taxes. Our local teams are also passionate about investing in and engaging with our communities, as they customize and cultivate our centers to create a distinctive environment to bring our tenants and shoppers together for the best retail experience. In addition, philanthropy and giving back are cornerstones of what we do and who Regency is. Charitable contributions are made directly by the Company as well as by the vast majority of our employees who donate their time and money to local non-profits serving their communities.

Ethics and Governance – As long-term stewards of our investors’ capital, we are good.

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

Environmental Stewardship – We believe sustainability is in the best interest of our investors, tenants, employees, and the communities in which we operate, and we strive to integrate sustainable practices throughout our business. We have six strategic priorities when it comes to identifying and implementing sustainable business practices and minimizing our environmental impact: green building, energy efficiency, greenhouse gas emissions reduction, water conservation, waste minimization and management, and climate resilience. We believe these commitments are not only the right thing to do to address environmental concerns such as air pollution, climate change, and resource scarcity, but also support us in achieving key strategic objectives in our operations and development projects. We believe climate change is a priority for many of our stakeholders and we have increased our efforts to understand and address the risks that climate change may pose to our business.

We regularly review our corporate responsibility strategies, goals, and objectives with our Board of Directors and its committees, which oversee our programs. More information about our corporate responsibility strategy, goals, performance, and reporting, including our annual Corporate Responsibility report, our Task Force on Climate-related Financial Disclosures (“TCFD”) report and our policies and practices related to corporate responsibility, is available on our website at www.regencycenters.com. Additionally, our most recent EEO-1 survey data can be found on our website, including information related to employee gender and ethnic

3

diversity. The content of our website, including these reports and other information contained therein relating to corporate responsibility, is not incorporated by reference into this Annual Report on Form 10-K or in any other report or document we file with the SEC, and any references to our website are intended to be inactive textual references only.

Compliance with Governmental Regulations

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

REIT Laws and Regulations

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

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

Environmental Laws and Regulations

Under various federal, state and local laws, ordinances and regulations, we may be liable for the cost to remove orassess and remediate certain hazardous or toxic substances at our shopping centers. To the extent any environmental issues arise, they most typically stem from the historic practices of current and former dry cleaners, gas stations, and other similar businesses at our centers, as well as the presence of asbestos in some structures. These lawsrequirements often impose liability without regard to whether the owner knew of, or was responsible for,committed the acts or omissions that caused 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 remediateaddress contamination caused by 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 environmentalassessment and remediation, known environmental remediation isliabilities are 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.



our financial condition.

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.

years and, as of December 31, 2021, included the following:

Name

Age

Title

Executive Officer in
Position Shown Since

Martin E. Stein, Jr.

69

Executive Chairman of the Board of Directors

2020 (1)

Lisa Palmer

54

President and Chief Executive Officer

2020 (2)

Michael J. Mas

46

Executive Vice President, Chief Financial Officer

2019 (3)

James D. Thompson

66

Executive Vice President, Chief Operating Officer

2019 (4)

(1)
Mr. Stein was appointed Executive Chairman of the Board of Directors effective January 1, 2020. Prior to this appointment, Mr. Stein served as Chief Executive Officer from 1993 through December 31, 2019 and Chairman of the Board since 1999.
NameAgeTitleExecutive Officer in Position Shown Since
Martin E. Stein, Jr.66Chairman and Chief Executive Officer1993
Lisa Palmer51President and Chief Financial Officer
2016 (1)
Dan M. Chandler, III51Executive Vice President of Investments
2016 (2)
James D. Thompson63Executive 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 position 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.
(2)
Ms. Palmer was named Chief Executive Officer effective January 1, 2020, in addition to her responsibilities as President, which position she has held since January 2016. Prior to this appointment, Ms. Palmer served as Chief Financial Officer since January 2013. Prior to that, Ms. Palmer served as Senior Vice President of Capital Markets since 2003 and has been with the Company since 1996.
(3)
Mr. Mas assumed the responsibilities of Executive Vice President, Chief Financial Officer effective August 2019. Prior to this appointment, Mr. Mas served as Managing Director, Finance, since February 2017, and Senior Vice President, Capital Markets, since 2013.
(4)
Mr. Thompson assumed the role of Executive Vice President, Chief Operating Officer, effective August 2019, and Executive Vice President of Operations in 2016. Mr. Thompson previously served as our Managing Director - East since 1993.

4

Company Website Access and SEC Filings

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

General Information

Our registrar and stock transfer agent is Broadridge Corporate Issuer Solutions, Inc. ("Broadridge"(“Broadridge”), Philadelphia, PA.Lake Success, NY. We offer a dividend reinvestment plan ("DRIP"(“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(877) 830-4936 or our Shareholder Relations Department at (904) 598-7000.

On October 25, 2018, the Company's Board approved the transfer of the Company's

The Company’s common stock from listingis listed on The New York Stock Exchange ("NYSE") to Thethe NASDAQ Global Select Market ("NASDAQ"). The last day of trading on the NYSE was November 12, 2018. The Company's common stock commenced trading on NASDAQ on November 13, 2018, and continues to tradetrades under the stock symbol "REG"“REG”.

Our independent registered public accounting firm is KPMG LLP, Jacksonville, Florida.Florida, Firm ID 185. Our legal counsel is Foley & Lardner LLP, Jacksonville, Florida.

Annual Meeting of Shareholders

Our 20192022 annual meeting of shareholders willis currently expected to be held aton Friday, April 29, 2022. In light of public health concerns related to the Ponte Vedra InnCOVID-19 pandemic, and Club, 200 Ponte Vedra Blvd., Ponte Vedra Beach, Florida, at 2:45 p.m. on Tuesday, May 7, 2019.



Defined Terms
to help protect the safety of our shareholders, directors, employees, and other participants, the Company’s annual meeting may be conducted in a virtual-only format to the extent permitted by applicable law.

Non-GAAP Measures

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

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

Defined Terms

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

•
Same PropertyCore Operating Earnings is a Retailan additional performance measure we use because the computation of Nareit Funds from Operations (“Nareit FFO”) includes certain non-comparable items that affect our period-over-period performance. Core Operating Property that was ownedEarnings excludes from Nareit FFO: (i) transaction related income or expenses, (ii) gains or losses from the early extinguishment of debt, (iii) certain non-cash components of earnings derived from above and operated for the entiretybelow market rent amortization, straight-line rents, and amortization of mark-to-market debt adjustments, and (iv) other amounts as they occur. We provide reconciliations of both calendar year periods being compared. This term excludes all developmentsNet income attributable to common stockholders to Nareit FFO and Non-Same Properties.Nareit FFO to Core Operating Earnings.

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•
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 the captive insurance program, are part of Non-Same Property.
Retail Operating Property is any retail property not termed a Property in Development. A retail property is any property where the majority of the income is generated from retail uses.
Property In Development includes properties in various stages of development and redevelopment including active pre-development activities.
Development Completion is a property in development that is deemed complete upon the earliestearlier of: (i) 90% of total estimated net development costs have been incurred and percent leased equals or exceeds 95%, or (ii) the property features at least two years of anchor operations, or (iii) three years have passed since the start of construction.operations. Once deemed complete, the property is termed a Retail Operating Property the following calendar year.
•
Pro-RataFixed Charge Coverage Ratio is defined as Operating EBITDAre divided by the sum of the gross interest and scheduled mortgage principal paid to our lenders.
•
Nareit EBITDAre is a measure of REIT performance, which the National Association of Real Estate Investment Trusts (“Nareit”) defines as net income, computed in accordance with GAAP, excluding (i) interest expense, (ii) income tax expense, (iii) depreciation and amortization, (iv) gains on sales of real estate, (v) impairments of real estate, and (vi) adjustments to reflect the Company’s share of unconsolidated partnerships and joint ventures.
•
Nareit Funds from Operations (“Nareit FFO”) is a commonly used measure of REIT performance, which Nareit defines as net income, computed in accordance with GAAP, excluding gains on sales and impairments of real estate, net of tax, plus depreciation and amortization, and after adjustments for unconsolidated partnerships and joint ventures. We compute Nareit FFO for all periods presented in accordance with Nareit’s definition.

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

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

We manageprovide Pro-rata financial information because we believe it assists investors and analysts in estimating our entire real estate portfolio without regard to ownership structure, although certain decisions impacting properties owned througheconomic interest in our consolidated and unconsolidated partnerships, require partner approval. Therefore, wewhen read in conjunction with the Company’s reported results under GAAP. We believe presenting our pro-rataPro-rata share of certainassets, liabilities, operating results, and other metrics, along with certain other non-GAAP measures, makes comparisons of other REITs'REITs’ operating results to the Company'sours more meaningful.

The pro-rataPro-rata information provided is not, nor is it intended to be, presented in accordance with GAAP. The Pro-rata supplemental details of assets and liabilities and supplemental details of operations reflect our proportionate economic ownership of the assets, liabilities, and operating results of the properties in our portfolio

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

6

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

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

Because of these limitations, the pro-rataPro-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-rataPro-rata information as a supplement.

•
Property In Development includes properties in various stages of ground-up development.
•
NAREIT EBITDAreProperty In Redevelopment includes Retail Operating Properties under redevelopment or being positioned for redevelopment. Unless otherwise indicated, a Property in Redevelopment is included in the Same Property pool.
•
Redevelopment Completion is a measureproperty in redevelopment that is deemed complete upon the earlier of: (i) 90% of REIT performance, whichtotal estimated project costs have been incurred and percent leased equals or exceeds 95% for the National AssociationCompany owned GLA related to the project, or (ii) the property features at least two years of Real Estate Investment Trusts ("NAREIT") defines as net income, computedanchor operations.
•
Retail Operating Property is any retail property not termed a Property in accordance with GAAP, excluding (i) interest expense, (ii) income tax expense, (iii) depreciation and amortization, (iv) gains and losses from sales of depreciableDevelopment. A retail property (v)


operating real estate impairments, and (vi) adjustments to reflectis any property where the Company's share of unconsolidated partnerships and joint ventures.
Operating EBITDAre (previously Adjusted EBITDA) begins with the NAREIT EBITDAre and excludes certain non-cash components of earnings derived from above and below market rent amortization and straight-line rents.
Fixed Charge Coverage Ratio is defined as Operating EBITDAre divided by the summajority of the gross interest and scheduled mortgage principal paid to our lenders plus dividends paid to our preferred stockholders.income is generated from retail uses.
•
Net Operating Income ("NOI") is the sum of base rent, percentage rent, and recoveries from tenants and other income, less operating and maintenance, real estate taxes, ground rent, and provision for doubtful accounts. NOI excludes straight-line rental income and expense, above and below market rent and ground rent amortization, tenant lease inducement 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")Same Property is a commonly used measureRetail Operating Property that was owned and operated for the entirety of REIT performance, which NAREIT defines as net income, computedboth calendar year periods being compared. This term excludes Properties in accordance with GAAP, excluding gainsDevelopment, prior year Development Completions, 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 presentedNon-Same Properties. Properties 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.Redevelopment are included unless otherwise indicated.



7

Item 1A. Risk Factors

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

Risk Factors Related to Pandemics or other Health Crises

Pandemics, such as COVID-19, or other health crises may adversely affect our tenants’ financial condition, the Retail Industry

profitability of our properties, and our access to the capital markets and could have a material adverse effect on our business, results of operations, cash flows and financial condition.

During the ongoing COVID-19 pandemic, U.S. federal, state, and local governments have at times mandated or recommended various actions to reduce or prevent the spread of COVID-19, which continue to directly impact many of our current and prospective tenants. Although most businesses are currently open, future COVID-19 variants or other pandemics may cause future government ordered lockdowns or other social distancing measures that significantly reduce customer traffic.

During the height of the pandemic-related lockdowns, certain tenants requested rent concessions or sought to renegotiate future rents based on changes to the economic environment. Some tenants chose not to reopen or to honor the terms of their lease agreements. In addition, moratoria and other legal restrictions in certain states impacted our ability to bring legal action to enforce our leases and our ability to collect rent, and could do so again in the future.

Businesses may continue to delay executing leases amidst the immediate and uncertain future economic impacts of the pandemic and related COVID-19 variants. This, coupled with tenant failures and a reduction in newly-formed businesses, may result in decreased demand for retail space in our centers, which could result in downward pressure on rents. Additionally, delays in construction of tenant improvements due to the impacts of the pandemic, or constraints on supply chains and labor, may result in delayed rent commencement due to it taking longer for new tenants to open and operate.

The full impacts of the pandemic on our future results of operations and overall financial performance remain uncertain. Although the vast majority of our lease income is derived from contractual rent payments and rent collections have recovered to near pre-pandemic levels, the ability of certain of our tenants to meet their lease obligations has been negatively impacted by the disruptions and uncertainties of the pandemic. Our tenants’ ability to respond to these disruptions and uncertainties, including adjusting to governmental orders and changes in their customers’ shopping habits and behaviors, will impact their businesses’ ability to survive, and ultimately, their ability to comply with their lease obligations. The risk of diminished sales and future closures exists so long as the virus remains active. Ultimately, the duration and severity of the health crisis in the United States and the speed at which the country, states and localities are able to remain open, will continue to materially impact the overall economy, our retail tenants, and therefore our results of operations, financial condition and cash flows.

Risk Factors Related to Operating Retail-Based Shopping Centers

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

Our properties are leased primarily to retail tenants from whom we derive most of our revenue in the form of minimumbase rent, expense recoveries and other income. Therefore, our performance and operating results are directly linked to the economic and market conditions occurring in the retail industry. We are subject to the risks that, upon expiration, leases for space in our properties are not renewed by existing tenants, vacant space is not leased to new tenants, and/or tenants demand newmodified lease terms, including costs for renovations or concessions. Moreover, pandemics, such as the COVID-19 pandemic, may exacerbate the effects of these risks. The economic and market for leasingconditions potentially affecting the retail space inindustry and our properties may be adversely affected by any ofspecifically include the following:

•
changes in national, regional and local economic conditions;
•
changes in population and migration patterns to/from the markets in which we operate;
•
deterioration in the competitiveness and creditworthiness of our retail tenants;
•
increased competition from the use of e-commerce by retailers and consumers as well as other concepts such as super-stores and warehouse clubs;

8

•
labor challenges and supply delays and shortages due to a variety of macroeconomic factors, including disruptions on the global supply chain as a result of the ongoing COVID-19 pandemic and inflationary pressures;
•
tenant bankruptcies and subsequent rejections of our leases;
•
reductions in consumer spending and retail sales;sales, including inflationary impacts on consumer behavior;
•
reduced tenant demand for retail space;
•
oversupply of retail space;
•
reduced consumer demand for certain retail categories;
•
consolidation within the retail sector;
•
increased operating costs;costs attendant to owning and operating retail shopping centers;
•
perceptions by retailers and shoppers of the safety, convenience and attractiveness of our properties; and
casualties,•
violent criminal acts, including civil unrest, acts of terrorism, or mass shootings, and natural disasters and terrorist attacks;other physical and weather-related damages to our properties, which could alter shopping habits, deter customers from visiting our shopping centers or result in damage to our properties.
armed conflicts against the United States.

To the extent that any or a combination of these conditions occur, they are likely to impact the retail industry, our retail tenants, the emergence of new tenants, the demand and market rents for retail space, market rents and rent growth, capital expenditures, the occupancypercent leased levels of our properties, the value 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

Shifts in retail trends, sales, and delivery methods between brick and mortar stores, e-commerce, home delivery, and e-commerce by retailers and a continued shift in retail sales towards e-commercecurbside pick-up may adversely impact our revenues and cash flows.

Retailers are increasingly impacted by e-commerce and changes in customer buying habits, including shopping from home and the delivery or curbside pick-up of items ordered online. The pandemic has likely accelerated these trends and their potential impacts. Retailers are considering these e-commerce trends when making decisions regarding their bricksbrick and mortar stores and how they will compete and innovate in a rapidly changing e-commerceretail 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 their retail locations in the future or close stores. Our grocer tenants are incorporating e-commerce concepts through home delivery and curbside pick-up, which could reduce foot traffic at our centers. This shiftIn certain higher-income markets, foot traffic at our centers may adversely impact our occupancy and rental rates, which would impact our revenues and cash flows.be impacted more meaningfully by these alternative delivery methods if consumers are willing to pay premiums for such services. 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, including their financial condition and ability to pay rent. This shift may adversely impact our percent leased and rental rates, which would impact our results of operations and cash flows 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.
flows.

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

Economic conditions in markets where our properties are concentrated can greatly influence our financial performance. During the year ended December 31, 2018, ourOur properties in California Florida, and TexasFlorida accounted for 28.1%,



20.1%,28.2% and 7.1%22.1%, respectively, of our 2021 NOI from Consolidated Properties plus our pro-rataPro-rata share from Unconsolidated Properties ("pro-rata basis").Properties. 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 Texasthese states compared to other geographic areas.
For example, with respect to the COVID-19 pandemic, California imposed very stringent restrictions on re-opening and implemented stringent eviction moratoria, which has made it more difficult in certain circumstances to collect rent and enforce our leases. Additionally, there is a risk that many businesses and residents in major metropolitan cities may desire to relocate to different states or suburban markets as a result of the pandemic, following the impact of state regulations on businesses and residents coupled with the shift to remote work.

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

“Anchor Tenants ("Anchor Tenants" or "Anchors"Tenants” (tenants occupying 10,000 square feet or more) occupyoperate large stores in our shopping centers, pay a significant portion of the total rent at a property and contribute to the success of other tenants by attracting shoppers to the property.We derive significant revenues from anchor tenants such as Publix, Kroger Co., Albertsons Companies, Inc., Whole Foods, and TJX Companies, who accounted for 3.2%, 3.0%, 2.8%, 2.4%, and 2.3%, respectively, of our total annualized base rent on a pro-rata basis, for the year ended December 31, 2018. Our net income and cash flow may be adversely affected by the loss of revenues and incurrence of additional costs in the event a significant anchor tenant:

Anchor Tenant:

•
becomes bankrupt or insolvent;

9

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

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

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

A significant percentage of our revenues are derived from smaller shop space“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

At December 31, 2021, tenants ("Shop Space Tenants" occupying less than 10,000 square feet). feet (“Shop Space TenantsTenants”) represent approximately 64% of our GLA, with approximately 14% of those considered local tenants. These tenants may be more vulnerable to negative economic conditions, including the impacts from pandemics, as they may have more limited resources and access to capital than Anchor Tenants. Shop Space Tenants may be facing reduced 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, 2018, Shop Space Tenants represent approximately 35.3%

During times of economic downturns or uncertainties, including during pandemics such as COVID-19, some tenants may suffer disproportionally greater impacts and be at greater risk of default on their lease obligations or request lease concessions from us. If we are unable to attract the right type or mix of low or non-credit tenants into our GLA leased at average base rents of $33.75 per square foot ("PSF"). A one-percent decline incenters, our shop space occupancyrevenues and cash flow may result in a reduction to minimum rent of approximately $4.8 million.

be adversely impacted.

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

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



Risk Factors Related to Real Estate Investments

Many of our costs and Operations

We are subject to numerous lawsexpenses associated with operating our properties may remain constant or increase, even if our lease income decreases.

Certain costs and regulations that may adversely affectexpenses associated with our operations or expose us to liability.

Ouroperating 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 insuch as real estate assessmentstaxes, insurance, utilities and other laws and regulationscommon area expenses, 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 maydo not be recoverable. We evaluate whether there are any indicators, including property operating performance and general market conditions, such that the value of the real estate properties (including any related tangible or intangible assets or liabilities, including goodwill) may not be recoverable. Through the evaluation, we compare the current carrying value of the asset to the estimated undiscounted cash flows that are directly associated with the use and ultimate disposition of the asset. Our estimated cash flows are based on several key assumptions, including rental rates, costs of tenant improvements, leasing commissions, anticipated holding periods, and assumptions regarding the residual value upon disposition, including the exit capitalization rate. These key assumptions are subjective in nature and may differ materially from actual results. Changes in our disposition strategy or changesdecrease in the marketplace may alter the holding periodevent 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;
construction cost increases may reduce investment returns on development and redevelopment opportunities;
we may abandon development opportunities and lose our investment due to adverse market conditions;
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;
an expansion of our development and acquisition focus to include more complex redevelopments and mixed use properties in very dense urban locations could absorb resources and potentially result in inconsistent deliveries, adversely impacting annual NOI and earnings growth;
mixed use properties may include differing tenant profiles or mixes, more complex entitlement processes, and/or multi-story buildings, outside our traditional expertise, which could impact annual NOI and earnings growth; and


we may develop or redevelop mixed use centers with partners for the residential or office components, making us dependent upon that partner's ability to perform and to agree on major decisions that impact our investment returns of the project.
We face risks associated with the acquisition of properties.
Our investment strategy includes investing in high-quality shopping centers that are leased to market-dominant grocers, category-leading anchors, specialty retailers, or restaurants located in areas with high barriers to entry and above average household incomes and population densities. The acquisition of properties and/or real estate entities entails risks that include, but are not limited to, the following, any of which may adversely affect our results of operations and cash flows:
properties we acquire may fail to achieve thereduced occupancy or rental rates, we project, within the time frames we estimate, whichnon-payment of rents by tenants, general economic downturns, pandemics or other similar circumstances. In fact, in some cases, such as real estate taxes and insurance, they may 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 fromactually increase despite 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
events. As such, 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 oflower 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 desired because of market conditions.
Our properties, including their related tangible and intangible assets, represent the majority of our total consolidated assets and they may not be readily convertible to cash. As a result, our ability to sell one or moreexpenses of our properties including properties held in joint venture in responsesufficiently to changes in economic, industry, or other conditions may be limited. The real estate market is affected by many factors,fully offset such as general economic conditions, availabilitycircumstances, 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 restrictfully recoup these costs from 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.tenants. 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 reducesuch cases, 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 29 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 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.
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, 2018, 25% 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, 19% and 6% 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 ourflows, operating results and 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. Climate change may result in volatile or decreased demand for retail space at certain of our properties or, in extreme cases, our inability to operate certain properties at all. Climate change may also have indirect effects on our business by increasing the cost of insurance 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 businessesperformance may be adversely affected, including their ability to continue to meet obligations under their existing leases.
Loss of our key personnel may adversely affect our business and operations.
The success of our business depends, in part, on the leadership and performance of our executive management team and key employees, and our ability to attract, retain and motivate talented employees may significantly impact our future performance. Competition for these individuals is intense, and we cannot be assured that we will retain all of our executive management team and other key employees or that we will be able to attract and retain other highly qualified individuals for these positions in the future. Losing any one or more of these persons may have 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.
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.
impacted.

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

have a negative effect on us.

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

Risk Factors Related to Real Estate Investments

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

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

The fair value of real estate assets is subjective and is determined through the use of comparable sales information and other market data if available, or through use of an income approach such as the direct capitalization method or the discounted cash flow approach. Such cash flow projections take into account expected future operating income, trends and prospects, as well as the effects of demand, competition and other relevant criteria, and therefore are subject to management judgment. The impacts of the pandemic to future income, trends and prospects is uncertain and continues to evolve, therefore any assumptions impacting real estate values may be subject to change in the future, which 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 and 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 development and redevelopment projects. We may not recover our investment in our projects for which approvals are not received, and delays may adversely impact our expected returns. Additionally, changes in political elections and policies may impact our ability to obtain favorable land use and zoning for in-process and future developments and redevelopment projects. We are subject to other risks associated with these activities, including the following:

•
we may be unable to lease developments or redevelopments to full occupancy on a timely basis;
•
the occupancy rates and rents of a completed project may not be sufficient to make the project profitable;
•
actual costs of a project may exceed original estimates, possibly making the project unprofitable;
•
delays in the development or construction process may increase our costs;
•
construction cost increases may reduce investment returns on development and redevelopment opportunities;
•
we may abandon development or redevelopment opportunities and lose our investment due to adverse market conditions;

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•
the size of our development and redevelopment pipeline may strain our labor or capital capacity to complete the development and redevelopment projects within targeted timelines and may reduce our investment returns;
•
a reduction in the demand for new retail space may reduce our future development and redevelopment activities, which in turn may reduce our net operating income; and
•
changes in the level of future development and redevelopment activity may adversely impact our results from operations by reducing the amount of internal overhead costs that may be capitalized.

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

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

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

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

We face risks associated with the acquisition of properties.

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

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

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

Our properties, including their related tangible and intangible assets, represent the majority of our total consolidated assets and they may not be readily convertible to cash. Moreover, pandemics such as COVID-19 and other macro-economic events, may impact our ability to sell properties on our preferred timing and at prices and returns we deem acceptable. As a result, our ability to sell one or more of our properties, including properties held in joint ventures, in response to changes in economic, industry, or other conditions may be limited. The real estate market is affected by many factors, such as general economic conditions, availability and terms of

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financing, interest rates and other factors, including supply and demand for space, that are beyond our control. There may be less demand for lower quality properties that we have identified for ultimate disposition in markets with uncertain economic or retail environments, and where buyers are more reliant on the availability of third party mortgage financing. If we want to sell a property, we can provide no assurance that we will be able to dispose of it in the desired time period or at all or that the sales price of a property will be attractive at the relevant time or even exceed the carrying value of our investment.

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

Certain properties we own have a low tax basis, which may result in a taxable gain on sale. We utilize, and intend to continue to utilize, Internal Revenue Code Section 1031 like-kind exchanges to tax-efficiently buy and sell properties; however, there can be no assurance that we will identify properties that meet our investment objectives for acquisitions or that changes to the tax laws do not eliminate or significantly change 1031 exchanges. 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 or other priorities.

Risk Factors Related to the Environment Affecting Our Properties

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

While we work with experts in the field to plan for the potential impacts of climate change on our business, we cannot reliably predict the extent, rate, timing, or impact of climate change. To the extent climate change causes adverse changes in weather patterns, our properties in certain markets, especially those nearer to the coasts, may experience increases in storm intensity and rising sea‑levels. Further, population migration may occur in response to these or other factors and negatively impact our centers. Climate and other environmental changes may result in volatile or decreased demand for retail space at certain of our properties or, in extreme cases, our inability to operate certain properties at all. Climate change may also have indirect effects on our business by increasing the cost of insurance, or making insurance unavailable. Moreover, while the federal government has not yet enacted comprehensive legislation to address climate change, certain states in which we own and operate shopping centers, including California and New York, have done so. Compliance with these and future new laws or regulations related to climate change may require us to make substantialimprovements to our existing properties, resulting in increased capital expenditures, or pay additional taxes and fees assessed on us or our properties. Although we strive to comply with these requirements,identify, analyze, and these expenditures mayrespond to the risk and opportunities that climate change presents, at this time, there can be no assurance that we can anticipate all potential material impacts of climate change, or that climate change will not have a material adverse effect on the value of our properties and our financial performance in the future.

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

A significant number of our properties are located in areas that are susceptible to earthquakes, tropical storms, hurricanes, tornadoes, wildfires, sea-level rise due to climate change, and other natural disasters. At December 31, 2021, 21.2% of the GLA of our portfolio is located in the state of California, including a number of properties in the San Francisco Bay and Los Angeles areas. Additionally, 22.6% and 7.7% of the GLA of our portfolio is located in the states of Florida and Texas, respectively. Insurance costs for properties in these areas have increased, and recent intense weather conditions may cause property insurance premiums to increase significantly in the future. We recognize that the frequency and / or intensity of extreme weather events, sea-level rise, and other climatic changes may continue to increase, and as a result, our exposure to these events may increase. These weather conditions may disrupt our business and the business of our tenants, which may affect the ability of some tenants to pay rent and may reduce the willingness of tenants or residents to remain in or move to these affected areas. Therefore, as a result of the geographic concentration of our properties, we face risks, including disruptions to our business and the businesses of our tenants and higher costs, such as uninsured property losses, higher insurance premiums, and potential additional regulatory requirements by government agencies in response to perceived risks.

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

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

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Risk Factors Related to Corporate Matters

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

Investors have become more focused on understanding how companies address a variety of ESG factors. As they evaluate investment decisions, many investors look not only at company disclosures but also to ESG rating systems that have been developed by third parties to allow ESG comparisons between companies. Although we participate in a number of these ratings systems and generally score comparatively well in those in which we do participate, we do not participate in all such systems, and may not score as well in all of the available ratings systems. Further, the criteria used in these ratings systems may conflict and change frequently, and we cannot guaranty that we will be able to score well in the future. We supplement our participation in ratings systems with published disclosures of our ESG activities, but some investors may desire other disclosures that we do not provide. In addition, the SEC is currently evaluating potential rule making that could impose additional ESG disclosure and other requirements on us. Failure to participate in certain of the third party ratings systems, failure to score well in those ratings systems or failure to provide certain ESG disclosures could result in reputational harm when investors compare us against similar companies in our industry, and could cause certain investors to be unwilling to invest in our stock which could adversely impact our ability to raise capital.

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

We carry comprehensive liability, fire, flood, terrorism, business interruption, and environmental insurance for our properties. Some types of losses, such as losses from named windstorms, earthquakes, terrorism, or wars may have more limited coverage, or in some cases, can be excluded from insurance coverage. In addition, it is possible that the availability of insurance coverage in certain areas may decrease in the future, and the cost to procure such insurance may increase due to factors beyond our control. We may reduce the insurance we procure as a result of the foregoing or other factors. While we believe our coverage is appropriate and adequate to cover our insurable risks, should a loss occur at any of our properties that is in excess of the property or casualty insurance limits of our policies, we may lose part or all of our invested capital and revenues from such property, which may have a material adverse impact on our operating results, financial obligationscondition, and our ability to make distributions to our stock and unit holders.

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

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

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

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

The techniques and sophistication used to conduct cyber-attacks and breaches of information technology systems, as well as Despite the sources and targets of these attacks, change frequently and are often not recognized until such attacks are launched or have been in place for a period of time. The Company manages cyber risk by evaluating the impact of a potential cyber breach on our business and determining the level of investment in the prevention, detection and response to a breach. We continue to makeongoing significant investments in technology third-party services and personnel to develop and implement systems and processes that are designed to anticipate cyber-attacks and to prevent or minimize breaches of our information technology systems or data loss, but these security measures cannottraining we make in cybersecurity, we can provide no assurance that we will be successful in preventingavoid or prevent such breaches or attacks.

Additionally, federal, state and local authorities continue to develop laws to address data loss.



privacy protection. Monitoring such changes, and taking steps to comply, involves significant costs and effort by management, which may adversely affect our operating results and cash flows.

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

Risk Factors Related to Our Partnerships and Joint Ventures

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

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

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

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

If partnerships owning a significant number of properties were dissolved for any reason, we could lose the asset, property management, leasing and construction management fees from these partnerships as well as the operating income of the properties, which may adversely affect our operating results and our cash available for distribution to stock and unit holders.

Certain of our partnership operating agreements provide either member the ability to elect buy/sell clauses. The election of these dissolution provisions could require us to invest additional capital to acquire the partners’ interest or to sell our share of the property thereby losing the operating income and cash flow.

Risk Factors Related to Funding Strategies and Capital Structure

Higher

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

As part of our funding strategy, we sell operating properties that no longer meet our strategic objectives or investment standards and/or those with a limited future growth profile. These sales proceeds are used to fund the constructiondebt repayment, acquisition of other operating properties, and new developments redevelopments, and repay debt and acquisitions.redevelopments. An increase in market capitalization rates or a decline in NOI may cause a reduction in the value of centers identified for sale, which would have an adverse impact on the amount of cash generated. 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 toIn such instances, we would rely on third-party sources of capital, which may or may not be available on favorable terms or at all. Our access to third-party sources of capital depends on a number of things, including the market's perception of our growth potential and our current and potential future earnings. Our access to debt depends on our credit rating, the willingness of creditors to lend to us and conditions in the capital markets. In addition to finding creditors willing to lend to us, we are dependent upon our joint venture partners to contribute their pro rata share of any amount needed to repay or refinance existing debt when lenders reduce the amount of debt our partnerships and joint ventures are eligible to refinance.

15

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

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



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

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

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

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

Our unsecured notes unsecured term loans, and unsecured line of credit (the “Line”) contain customary covenants, including compliance with financial ratios, such as ratio of total debtindebtedness to grosstotal 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 acquisitioninvestment 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.

The interest rates on our Unsecured Credit facilities as well as on our variable rate mortgages and interest rate swaps might change based on changes to the method in which LIBOR or its replacement rate is determined.
LIBOR, the London Interbank Offered Rate, is the basic rate of interest used in lending transactions between banks on the London interbank market, and is widely used as a reference for setting the interest rate on loans globally. We have Unsecured Credit facilities, variable rate mortgages, and interest rate swaps with variable interest rates or options for such that are based upon an annual rate of LIBOR plus a spread. LIBOR rates charged on such debt and swaps change monthly.
On July 27, 2017, the United Kingdom’s Financial Conduct Authority, which regulates LIBOR, announced that it intends to phase out LIBOR by the end of 2021. The Alternative Reference Rates Committee ("ARRC"), a steering committee comprised of large U.S. financial institutions, has proposed replacing USD-LIBOR with a new index calculated by short term repurchase agreements - the Secured Overnight Financing Rate ("SOFR"). The replacement for LIBOR at this time is still uncertain.
If LIBOR ceases to exist, the Administrative Agent under our line of credit may, to the extent practicable (and with our consent but subject to certain objection rights on the part of the line lenders) establish a replacement rate for LIBOR, which must be determined generally in accordance with similar situations in other transactions in which it is serving as administrative agent or otherwise consistent with market practice generally). Establishing a replacement rate for LIBOR in this manner may result in interest obligations which are more than or do not otherwise correlate over time with the payments that would have been made on the line if LIBOR was available in its current form. Our other debt based upon LIBOR will experience similar types of adjustments. Such adjustments could have an adverse impact on our financing costs.

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 facilitiesfacility, term loan, and term loans.certain secured borrowings. As of December 31, 2018, 4.9%2021, less than 1.0% of our outstanding debt was variable rate debt not hedged to fixed rate debt. Increases in interest rates would increase our interest expense on any variable rate debt to the extent we have not hedged our exposure to changes in interest rates. In addition, increases in interest rates will affect the terms under which we refinance our existing debt as it matures, to the extent we have not hedged our exposure to changes in interest rates. This would reduce our future earnings and cash flows, which may adversely affect our ability to service our debt and meet our other obligations and also may reduce the amount we are able to distribute to our stock and unit holders.



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

From time to time, we

We manage our exposure to interest rate volatility by using interest rate hedging arrangements. These 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,arrangement, there may be significant costs and cash requirements involved to fulfill our obligations under the hedging agreement. Failurearrangement. In addition, failure to effectively hedge effectively against interest rate changes may adversely affect our results of operations.

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

On March 5, 2021, the Financial Conduct Authority (“FCA”) announced that USD LIBOR will no longer be published after June 30, 2023. This announcement has several implications, including setting the spread that may be used to automatically convert contracts from LIBOR to the Secured Overnight Financing Rate ("SOFR"). Additionally, as of December 31, 2021, banks are expected to no longer issue any new LIBOR debt.

We may acquire propertieshave contracts that are indexed to LIBOR, including our $1.25 billion unsecured revolving credit facility and sixteen mortgages within our consolidated and unconsolidated portfolios totaling $231.4 million on a Pro-rata basis, as well as interest rate swaps to fix

16

these variable cash flows with notional amounts totaling $198.1 million on a Pro-rata basis. These LIBOR based instruments mature between 2022 and 2030.


Any changes adopted by the FCA or portfolios of properties through tax-deferred contribution transactions, whichother governing bodies in the method used for determining LIBOR may result in stockholder dilutiona sudden or prolonged increase or decrease in reported LIBOR. If that were to occur, our interest payments could adversely change. In addition, uncertainty about the extent and limit our ability to sell such assets.

We may acquire properties or portfoliosmanner of properties through tax deferred contribution transactions in exchange for partnership interests in our operating partnership, whichfuture changes may result in stockholder dilution. This acquisition structureinterest rates and/or payments that are higher or lower than if LIBOR were to remain available in its current form.

We have interest rate swaps that are indexed to LIBOR and are monitoring and evaluating the related risks. These risks arise in connection with transitioning contracts to an alternative rate, including any resulting value transfer that may have the effectoccur, and are likely to vary by contract. The value 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 agreeloans, securities, or derivative instruments tied to protect the contributors’ ability to defer recognition of taxable gain through restrictionsLIBOR, as well as interest rates on our abilitycurrent or future indebtedness, may also be adversely impacted if LIBOR is limited or discontinued. For some instruments the method of transitioning to disposean alternative reference rate may be challenging, especially if we cannot agree with the respective counterparty about how to make the transition.

While we expect LIBOR to be available in substantially its current form until at least the end of the acquired properties and/or the allocation of partnership debtJune 30, 2023, it is possible that LIBOR will become unavailable prior to that point. This could result, for example, if sufficient banks decline to make submissions to the contributorsLIBOR administrator. In that case, the risks associated with the transition to maintain their tax bases. These restrictionsan alternative reference rate will be accelerated and magnified. Alternative rates and other market changes related to the replacement of LIBOR, including the introduction of financial products and changes in market practices, may limit our abilitylead to sellrisk modeling and valuation challenges, such as adjusting interest rate accrual calculations and building a term structure for an asset at a time, or on terms, that would be favorable absent such restrictions.

alternative rate. The introduction of an alternative rate may create additional basis risk and increased volatility as alternative rates are phased in and utilized in parallel with LIBOR.

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

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

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

•
actual or anticipated variations in our operating results;
•
changes in our funds from operations or earnings estimates;
•
publication of research reports about us or the real estate industry in general and recommendations by financial analysts or actions taken by rating agencies with respect to our securities or those of other REIT's;REITs;
•
the ability of our tenants to pay rent and meet their other obligations to us under current lease terms and our ability to re-lease space as leases expire;
•
increases in market interest rates that drive investors in, or potential purchasers of, our stock to seek other investments or demand a higher dividend yield;
•
changes in market valuations of similar companies;
•
adverse market reaction to any additional debt we incur in the future;
•
any future issuances of equity securities;
•
additions or departures of key management personnel;
•
strategic actions by us or our competitors, such as acquisitions or restructurings;
•
actions by institutional stockholders;
•
reports by corporate governance rating companies;
•
increased investor focus on sustainability-related risks, including climate change;
•
changes in our dividend payments;

17

•
potential tax law changes onrelating to 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.

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

Risk Factors RelatedRelating to Laws and Regulations

the Company’s Qualification as a REIT

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

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

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

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

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



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

18

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"“C” corporations and are taxable at ordinary income tax rates. Under the Tax Cuts and Jobs Act of 2017 (“the TCJA”), however, domestic shareholders that are individuals, trusts, and estates generally may deduct up to 20% of the ordinary dividends (e.g., dividends not designated as capital gain dividends or qualified dividend income) received from a REIT for taxable years beginning after December 3, 2017, and before January 1, 2026. The more favorable rates applicable to regular corporate qualifiedimpact of the TCJA could have adverse tax consequences on certain of our investors by effectively increasing their federal tax rate on dividends may causepaid by REITs. Although these rules do not adversely affect the taxation of REITs or dividends payable by REITs, investors who are individuals, trusts and estates tomay perceive investments in REITs to be relatively less attractive than investments in the stocks of non-REIT corporations that pay dividends, which may adversely affect the value of the shares of REITs, including the shares of our capital stock.

Under the recently passed Tax Cuts and Jobs Act, the rate brackets for non-corporate taxpayer’s ordinary income are adjusted, the top tax rate is reduced from 39.6% to 37% (excluding the 3.8% Medicare tax on net investment income), and ordinary REIT dividends are taxed at even lower effective rates. Under the Tax Cuts and Jobs Act, for taxable years beginning after December 31, 2017 and before January 1, 2026, distributions from REITs that are treated as dividends but are not designated as qualified dividends or capital gain dividends are generally taxed as ordinary income after deducting 20%per share trading price 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).
ForeignParent Company's capital stock.

Certain foreign stockholders may be subject to U.S. federal income tax on gain recognized on a disposition of our common stock if we do not qualify as a "domestically controlled"“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“domestically controlled."” In general, wethe Parent Company will be a domestically controlled REIT if at all times during the five-year period ending on the applicable stockholder’s disposition of our stock, less than 50% in value of our stock was held directly or indirectly by non-U.S. persons. If wethe Parent Company were to fail to qualify as a domestically controlled REIT, gain recognized by a foreign stockholder on a disposition of our common stock would be subject to U.S. federal income tax unless our common stock was traded on an established securities market and the foreign stockholder did not at any time during a specified testing period directly or indirectly own more than 10% of our outstanding common stock.

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 Regencythe Parent Company or our investors. We cannot predict how changes in the tax laws might affect Regencythe Parent Company or our investors. New legislation, Treasury Regulations, administrative interpretations or court decisions may significantly and negatively affect our ability to qualify as a REIT or the federal income tax consequences of such qualification, or the federal income tax consequences of an investment in us. There is also a risk that REIT status may be adversely impacted by a change in tax or other laws. Also, the law relating to the tax treatment of other entities, or an investment in other entities, may change, making an investment in such other entities more attractive relative to an investment in a REIT.

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

The REIT provisions of the Code limit our ability to hedge our liabilities. Generally, income from a hedging transaction that constitutes “qualifying income” for purposes of the 75% or 95% gross income tests applicable to REITs, does not constitute “gross income” for purposes of the 75% or 95% gross income tests, provided that we properly identify the



hedging transaction pursuant to the applicable sections of the Code and Treasury Regulations. To the extent that we enter into other types of hedging transactions, or fail to make the proper tax identifications, the income from those transactions is likely to be treated as non-qualifying income for purposes of both gross income tests. As a result of these rules, we may need to limit our use of otherwise advantageous hedging techniques or implement those hedges through a taxable REIT subsidiary ("TRS"(“TRS”).
Changes in accounting standards may impact our financial results.
The Financial Accounting Standards Board ("FASB"), in conjunction with

Risk Factors Related to the SEC, has several key projects recently completed that will impact how we currently account for our material transactions, including lease accounting. Accounting Standards Codification ("ASC") Topic 842, Leases, will be adopted by the Company on January 1, 2019 and, as further described in note 1(o), 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 direct reduction to our net income.

Company’s Common Stock

Restrictions on the ownership of the Parent Company'sCompany’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.

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.


19

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

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

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

Item 1B. Unresolved Staff Comments

None.




Item 2. Properties

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

  December 31, 2018 December 31, 2017
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 90
 10,745
 28.3% 94.7% 96
 11,255
 29.1% 94.7%
California 54
 8,168
 21.5% 96.6% 56
 8,549
 22.1% 96.5%
Texas 23
 3,019
 8.0% 97.3% 23
 3,018
 7.8% 97.4%
Georgia 21
 2,048
 5.4% 95.5% 21
 2,047
 5.3% 95.2%
Connecticut 14
 1,453
 3.8% 95.6% 14
 1,458
 3.8% 96.9%
Colorado 14
 1,146
 3.0% 96.2% 14
 1,146
 3.0% 97.2%
New York 11
 1,367
 3.6% 97.8% 9
 1,198
 3.1% 99.0%
North Carolina 10
 895
 2.3% 96.8% 10
 895
 2.3% 97.0%
Massachusetts 9
 907
 2.4% 98.9% 9
 907
 2.3% 99.1%
Ohio 8
 1,205
 3.2% 99.4% 8
 1,196
 3.1% 99.5%
Virginia 8
 1,332
 3.5% 83.8% 8
 1,420
 3.7% 86.3%
Washington 7
 825
 2.2% 99.4% 7
 825
 2.1% 99.4%
Oregon 7
 741
 2.0% 96.1% 7
 741
 1.9% 94.8%
Illinois 6
 1,075
 2.8% 91.2% 6
 1,069
 2.8% 88.3%
Louisiana 5
 753
 2.0% 92.8% 5
 753
 1.9% 94.2%
Missouri 4
 408
 1.1% 100.0% 4
 408
 1.1% 99.7%
Maryland 3
 372
 1.0% 85.4% 3
 372
 1.0% 86.6%
Tennessee 3
 318
 0.8% 99.1% 3
 317
 0.8% 97.6%
Pennsylvania 3
 317
 0.8% 98.1% 3
 317
 0.8% 93.2%
Indiana 1
 254
 0.7% 98.4% 1
 254
 0.7% 97.7%
Delaware 1
 232
 0.6% 95.6% 1
 232
 0.6% 95.6%
New Jersey 1
 218
 0.6% 96.9% 1
 218
 0.6% 86.7%
Michigan 1
 97
 0.3% 100.0% 1
 97
 0.3% 98.6%
South Carolina 1
 51
 0.1% 94.8% 1
 51
 0.1% 71.2%
Total 305
 37,946
 100.0% 95.5% 311
 38,743
 100.0% 95.5%

 

 

December 31, 2021

 

 

December 31, 2020

 

Location

 

Number of
Properties

 

 

GLA (in
thousands)

 

 

Percent of
Total GLA

 

 

Percent
Leased

 

 

Number of
Properties

 

 

GLA (in
thousands)

 

 

Percent of
Total GLA

 

 

Percent
Leased

 

Florida

 

 

89

 

 

 

10,771

 

 

 

28.4

%

 

 

93.7

%

 

 

90

 

 

 

10,732

 

 

 

29.0

%

 

 

92.4

%

California

 

 

53

 

 

 

8,219

 

 

 

21.7

%

 

 

93.2

%

 

 

54

 

 

 

8,397

 

 

 

22.7

%

 

 

92.0

%

Texas

 

 

25

 

 

 

3,240

 

 

 

8.5

%

 

 

96.0

%

 

 

23

 

 

 

3,047

 

 

 

8.2

%

 

 

88.8

%

Georgia

 

 

22

 

 

 

2,127

 

 

 

5.6

%

 

 

91.1

%

 

 

21

 

 

 

2,048

 

 

 

5.5

%

 

 

91.4

%

New York

 

 

15

 

 

 

1,749

 

 

 

4.6

%

 

 

92.9

%

 

 

11

 

 

 

1,370

 

 

 

3.7

%

 

 

89.2

%

Connecticut

 

 

14

 

 

 

1,464

 

 

 

3.9

%

 

 

94.4

%

 

 

14

 

 

 

1,457

 

 

 

3.9

%

 

 

91.7

%

Colorado

 

 

13

 

 

 

1,096

 

 

 

2.9

%

 

 

95.8

%

 

 

13

 

 

 

1,098

 

 

 

3.0

%

 

 

95.8

%

North Carolina

 

 

10

 

 

 

1,221

 

 

 

3.2

%

 

 

96.2

%

 

 

10

 

 

 

897

 

 

 

2.4

%

 

 

96.0

%

Washington

 

 

9

 

 

 

857

 

 

 

2.3

%

 

 

96.5

%

 

 

9

 

 

 

857

 

 

 

2.3

%

 

 

96.6

%

Ohio

 

 

8

 

 

 

1,215

 

 

 

3.2

%

 

 

98.3

%

 

 

8

 

 

 

1,211

 

 

 

3.3

%

 

 

97.4

%

Massachusetts

 

 

8

 

 

 

898

 

 

 

2.4

%

 

 

95.1

%

 

 

8

 

 

 

898

 

 

 

2.4

%

 

 

90.7

%

Oregon

 

 

7

 

 

 

741

 

 

 

2.0

%

 

 

94.5

%

 

 

7

 

 

 

741

 

 

 

2.0

%

 

 

94.9

%

Virginia

 

 

6

 

 

 

939

 

 

 

2.5

%

 

 

90.8

%

 

 

6

 

 

 

941

 

 

 

2.5

%

 

 

78.1

%

Illinois

 

 

6

 

 

 

1,085

 

 

 

2.9

%

 

 

94.8

%

 

 

6

 

 

 

1,081

 

 

 

2.9

%

 

 

94.6

%

Missouri

 

 

4

 

 

 

408

 

 

 

1.1

%

 

 

100.0

%

 

 

4

 

 

 

408

 

 

 

1.1

%

 

 

100.0

%

Tennessee

 

 

3

 

 

 

314

 

 

 

0.8

%

 

 

98.3

%

 

 

3

 

 

 

318

 

 

 

0.9

%

 

 

94.6

%

Pennsylvania

 

 

3

 

 

 

326

 

 

 

0.9

%

 

 

97.1

%

 

 

3

 

 

 

317

 

 

 

0.9

%

 

 

97.1

%

Maryland

 

 

2

 

 

 

320

 

 

 

0.8

%

 

 

82.0

%

 

 

2

 

 

 

334

 

 

 

0.9

%

 

 

89.1

%

Delaware

 

 

1

 

 

 

228

 

 

 

0.6

%

 

 

93.2

%

 

 

1

 

 

 

232

 

 

 

0.6

%

 

 

94.6

%

Michigan

 

 

1

 

 

 

97

 

 

 

0.3

%

 

 

74.0

%

 

 

1

 

 

 

97

 

 

 

0.3

%

 

 

100.0

%

South Carolina

 

 

1

 

 

 

51

 

 

 

0.1

%

 

 

100.0

%

 

 

1

 

 

 

51

 

 

 

0.1

%

 

 

98.4

%

Indiana

 

 

1

 

 

 

279

 

 

 

0.7

%

 

 

100.0

%

 

 

1

 

 

 

279

 

 

 

0.8

%

 

 

95.8

%

New Jersey

 

 

1

 

 

 

219

 

 

 

0.6

%

 

 

98.1

%

 

 

1

 

 

 

218

 

 

 

0.6

%

 

 

99.3

%

Total

 

 

302

 

 

 

37,864

 

 

 

100.0

%

 

 

94.0

%

 

 

297

 

 

 

37,029

 

 

 

100.0

%

 

 

94.7

%

Certain Consolidated Properties are encumbered by mortgage loans of $525.2$467.4 million, excluding debt issuance costs and premiums and discounts, as of December 31, 2018.

2021.

The weighted average annual effective rent for the consolidated portfolio of properties, net of tenant concessions, is $21.51$23.17 and $21.01$22.90 PSF as of December 31, 20182021 and 2017,2020, respectively.



20

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

  December 31, 2018 December 31, 2017
Location Number of Properties GLA (in thousands) Percent of Total GLA Percent Leased Number of Properties GLA (in thousands) Percent of Total GLA Percent Leased
California 22
 3,017
 19.3% 94.2% 21
 2,791
 18.4% 97.0%
Virginia 17
 2,403
 15.4% 94.8% 18
 2,554
 16.9% 94.3%
Maryland 11
 1,184
 7.6% 96.2% 11
 1,184
 7.8% 95.8%
Florida 10
 1,045
 6.7% 98.8% 10
 1,040
 6.9% 97.4%
North Carolina 9
 1,417
 9.1% 94.1% 8
 1,326
 8.8% 91.6%
Texas 7
 933
 6.0% 98.2% 7
 933
 6.2% 97.4%
Washington 7
 859
 5.5% 95.1% 5
 621
 4.1% 96.5%
Colorado 6
 854
 5.5% 93.2% 5
 836
 5.5% 96.2%
Pennsylvania 6
 666
 4.2% 94.4% 6
 666
 4.4% 95.7%
Minnesota 5
 665
 4.2% 99.0% 5
 674
 4.4% 98.3%
Illinois 4
 671
 4.3% 97.1% 4
 671
 4.4% 95.5%
New Jersey 4
 353
 2.3% 96.4% 3
 287
 1.9% 98.2%
Massachusetts 2
 726
 4.6% 98.4% 2
 726
 4.8% 95.7%
Indiana 2
 139
 0.9% 100.0% 2
 139
 0.9% 99.1%
District of Columbia 2
 40
 0.3% 84.4% 2
 40
 0.3% 91.8%
Connecticut 1
 186
 1.2% 80.1% 1
 186
 1.2% 100.0%
New York 1
 141
 0.9% 100.0% 1
 141
 0.9% 100.0%
Oregon 1
 93
 0.6% 100.0% 1
 93
 0.6% 98.4%
Georgia 1
 86
 0.5% 83.8% 1
 86
 0.6% 97.5%
South Carolina 1
 80
 0.5% 100.0% 1
 80
 0.5% 100.0%
Delaware 1
 64
 0.4% 90.1% 1
 64
 0.4% 90.1%
    Total 120
 15,622
 100.0% 95.4% 115
 15,138
 100.0% 95.6%

 

 

December 31, 2021

 

 

December 31, 2020

 

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

 

 

18

 

 

 

2,644

 

 

 

19.9

%

 

 

91.9

%

 

 

22

 

 

 

3,017

 

 

 

20.3

%

 

 

91.8

%

Virginia

 

 

15

 

 

 

2,082

 

 

 

15.7

%

 

 

93.7

%

 

 

15

 

 

 

2,076

 

 

 

13.9

%

 

 

93.2

%

Maryland

 

 

10

 

 

 

1,069

 

 

 

8.0

%

 

 

94.9

%

 

 

10

 

 

 

1,066

 

 

 

7.2

%

 

 

91.9

%

North Carolina

 

 

8

 

 

 

1,270

 

 

 

9.5

%

 

 

96.1

%

 

 

8

 

 

 

1,270

 

 

 

8.5

%

 

 

93.2

%

Florida

 

 

7

 

 

 

811

 

 

 

6.1

%

 

 

97.4

%

 

 

9

 

 

 

945

 

 

 

6.4

%

 

 

97.6

%

Washington

 

 

7

 

 

 

874

 

 

 

6.6

%

 

 

98.4

%

 

 

7

 

 

 

880

 

 

 

5.9

%

 

 

96.4

%

Colorado

 

 

6

 

 

 

851

 

 

 

6.4

%

 

 

90.8

%

 

 

6

 

 

 

853

 

 

 

5.7

%

 

 

89.8

%

Pennsylvania

 

 

6

 

 

 

669

 

 

 

5.0

%

 

 

84.6

%

 

 

6

 

 

 

669

 

 

 

4.5

%

 

 

82.5

%

Texas

 

 

5

 

 

 

691

 

 

 

5.2

%

 

 

95.5

%

 

 

8

 

 

 

1,039

 

 

 

7.0

%

 

 

96.2

%

Minnesota

 

 

5

 

 

 

668

 

 

 

5.0

%

 

 

97.5

%

 

 

5

 

 

 

665

 

 

 

4.5

%

 

 

98.0

%

New Jersey

 

 

4

 

 

 

353

 

 

 

2.7

%

 

 

92.6

%

 

 

4

 

 

 

353

 

 

 

2.4

%

 

 

92.8

%

Illinois

 

 

3

 

 

 

575

 

 

 

4.3

%

 

 

97.4

%

 

 

3

 

 

 

575

 

 

 

3.9

%

 

 

97.5

%

Indiana

 

 

2

 

 

 

139

 

 

 

1.0

%

 

 

75.8

%

 

 

2

 

 

 

139

 

 

 

0.9

%

 

 

68.3

%

District of Columbia

 

 

2

 

 

 

40

 

 

 

0.3

%

 

 

91.8

%

 

 

2

 

 

 

40

 

 

 

0.3

%

 

 

92.5

%

Connecticut

 

 

1

 

 

 

186

 

 

 

1.4

%

 

 

96.4

%

 

 

1

 

 

 

186

 

 

 

1.3

%

 

 

95.8

%

New York

 

 

1

 

 

 

141

 

 

 

1.1

%

 

 

100.0

%

 

 

1

 

 

 

141

 

 

 

0.9

%

 

 

100.0

%

Oregon

 

 

1

 

 

 

93

 

 

 

0.7

%

 

 

100.0

%

 

 

1

 

 

 

93

 

 

 

0.6

%

 

 

100.0

%

South Carolina

 

 

1

 

 

 

80

 

 

 

0.6

%

 

 

100.0

%

 

 

1

 

 

 

80

 

 

 

0.5

%

 

 

98.5

%

Delaware

 

 

1

 

 

 

64

 

 

 

0.5

%

 

 

89.7

%

 

 

1

 

 

 

64

 

 

 

0.4

%

 

 

89.7

%

Massachusetts

 

 

—

 

 

 

—

 

 

 

—

 

 

 

—

 

 

 

1

 

 

 

646

 

 

 

4.3

%

 

 

96.6

%

Georgia

 

 

—

 

 

 

—

 

 

 

—

 

 

 

—

 

 

 

1

 

 

 

86

 

 

 

0.6

%

 

 

93.8

%

Total

 

 

103

 

 

 

13,300

 

 

 

100.0

%

 

 

93.9

%

 

 

114

 

 

 

14,883

 

 

 

100.0

%

 

 

93.3

%

Certain Unconsolidated Properties are encumbered by non-recourse mortgage loans of $1.6$1.4 billion, excluding debt issuance costs and premiums and discounts, as of December 31, 2018.

2021.

The weighted average annual effective rent for the unconsolidated portfolio of properties, net of tenant concessions, is $21.46$22.37 and $20.63$21.84 PSF as of December 31, 20182021 and 2017,2020, respectively.



21

The following table summarizes the largestour top tenants occupying our shopping centers for Consolidated Properties plus our pro-rataPro-rata share of Unconsolidated Properties, as of December 31, 2018,2021, 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 2,839 6.5% $29,341
 3.2% 70
Kroger Co. 2,855 6.6% 27,632
 3.0% 56
Albertsons Companies, Inc. 1,833 4.2% 25,871
 2.8% 47
Whole Foods 1,053 2.4% 21,845
 2.4% 32
TJX Companies 1,282 3.0% 21,277
 2.3% 59
CVS 662 1.5% 14,222
 1.6% 57
Ahold/Delhaize 563 1.3% 13,202
 1.4% 16
Bed Bath & Beyond 594 1.4% 9,956
 1.1% 22
Nordstrom 320 0.7% 8,755
 1.0% 9
Ross Dress For Less 551 1.3% 8,548
 0.9% 25
PETCO 352 0.8% 8,443
 0.9% 43
L.A. Fitness Sports Club 423 1.0% 8,389
 0.9% 12
Trader Joe's 258 0.6% 8,039
 0.9% 26
JAB Holding Company (1)
 181 0.4% 6,733
 0.7% 62
Starbucks 140 0.3% 6,697
 0.7% 101
Wells Fargo Bank 132 0.3% 6,620
 0.7% 52
Gap 196 0.5% 6,592
 0.7% 15
Walgreens 288 0.7% 6,412
 0.7% 27
Target 570 1.3% 6,365
 0.7% 6
Bank of America 119 0.3% 6,167
 0.7% 40
JPMorgan Chase Bank 108 0.2% 5,940
 0.7% 34
H.E.B. 344 0.8% 5,844
 0.6% 5
Kohl's 612 1.4% 5,645
 0.6% 8
Dick's Sporting Goods 340 0.8% 5,388
 0.6% 7
Ulta 169 0.4% 5,049
 0.6% 19
Top 25 Tenants 16,784 38.7% 278,972 30.4% 850
           
(1) JAB Holding Company includes Panera, Einstein Bros Bagels, Peet's' Coffee & Tea, and Krispy Kreme

Tenant

 

GLA

 

 

Percent of
Company
Owned GLA

 

 

Annualized
Base Rent

 

 

Percent of
Annualized
Base Rent

 

 

Number of
Leased Stores

 

Publix

 

 

2,892

 

 

 

7.2

%

 

$

31,719

 

 

 

3.4

%

 

 

68

 

Kroger Co.

 

 

2,991

 

 

 

7.5

%

 

 

30,332

 

 

 

3.3

%

 

 

54

 

Albertsons Companies, Inc.

 

 

1,822

 

 

 

4.6

%

 

 

27,448

 

 

 

2.9

%

 

 

45

 

TJX Companies, Inc.

 

 

1,411

 

 

 

3.5

%

 

 

23,991

 

 

 

2.6

%

 

 

62

 

Amazon/Whole Foods

 

 

1,095

 

 

 

2.7

%

 

 

23,659

 

 

 

2.5

%

 

 

35

 

CVS

 

 

644

 

 

 

1.6

%

 

 

14,775

 

 

 

1.6

%

 

 

56

 

Ahold/Delhaize

 

 

455

 

 

 

1.1

%

 

 

11,363

 

 

 

1.2

%

 

 

12

 

L.A. Fitness Sports Club

 

 

487

 

 

 

1.2

%

 

 

9,685

 

 

 

1.0

%

 

 

14

 

Trader Joe's

 

 

271

 

 

 

0.7

%

 

 

8,929

 

 

 

1.0

%

 

 

27

 

Ross Dress For Less

 

 

545

 

 

 

1.4

%

 

 

8,579

 

 

 

0.9

%

 

 

25

 

JPMorgan Chase Bank

 

 

128

 

 

 

0.3

%

 

 

8,088

 

 

 

0.9

%

 

 

42

 

Nordstrom

 

 

279

 

 

 

0.7

%

 

 

7,585

 

 

 

0.8

%

 

 

8

 

Gap, Inc

 

 

244

 

 

 

0.6

%

 

 

7,379

 

 

 

0.8

%

 

 

19

 

H.E. Butt Grocery Company

 

 

482

 

 

 

1.2

%

 

 

7,319

 

 

 

0.8

%

 

 

6

 

Starbucks

 

 

133

 

 

 

0.3

%

 

 

7,161

 

 

 

0.8

%

 

 

87

 

Bank of America

 

 

129

 

 

 

0.3

%

 

 

7,135

 

 

 

0.8

%

 

 

43

 

Petco Health and Wellness Company, Inc

 

 

278

 

 

 

0.7

%

 

 

6,924

 

 

 

0.7

%

 

 

31

 

Wells Fargo Bank

 

 

132

 

 

 

0.3

%

 

 

6,885

 

 

 

0.7

%

 

 

47

 

JAB Holding Company

 

 

169

 

 

 

0.4

%

 

 

6,719

 

 

 

0.7

%

 

 

61

 

Bed Bath & Beyond Inc.

 

 

341

 

 

 

0.9

%

 

 

6,155

 

 

 

0.7

%

 

 

12

 

Kohl's

 

 

586

 

 

 

1.5

%

 

 

5,998

 

 

 

0.6

%

 

 

7

 

Best Buy

 

 

259

 

 

 

0.6

%

 

 

5,953

 

 

 

0.6

%

 

 

8

 

Walgreens Boots Alliance

 

 

234

 

 

 

0.6

%

 

 

5,700

 

 

 

0.6

%

 

 

22

 

Target

 

 

520

 

 

 

1.3

%

 

 

4,947

 

 

 

0.5

%

 

 

5

 

Ulta

 

 

163

 

 

 

0.4

%

 

 

4,913

 

 

 

0.5

%

 

 

17

 

AT&T, Inc

 

 

110

 

 

 

0.3

%

 

 

4,887

 

 

 

0.5

%

 

 

59

 

Dick's Sporting Goods, Inc.

 

 

274

 

 

 

0.7

%

 

 

4,787

 

 

 

0.5

%

 

 

4

 

Life Time

 

 

111

 

 

 

0.3

%

 

 

4,700

 

 

 

0.5

%

 

 

1

 

T-Mobile

 

 

107

 

 

 

0.3

%

 

 

4,531

 

 

 

0.5

%

 

 

74

 

Burlington

 

 

359

 

 

 

0.9

%

 

 

4,278

 

 

 

0.5

%

 

 

9

 

Top Tenants

 

 

17,651

 

 

 

44.1

%

 

$

312,524

 

 

 

33.4

%

 

 

960

 

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



22

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

Lease Expiration Year

 

Number of
Tenants with
Expiring
Leases

 

 

Pro-rata
Expiring
GLA

 

 

Percent of
Total
Company
GLA

 

 

In Place Base
Rent Expiring
Under Leases

 

 

Percent of
Base Rent

 

 

Pro-rata
Expiring
Average
Base Rent

 

(1)

 

 

262

 

 

 

461

 

 

 

1.2

%

 

$

11,447

 

 

 

1.3

%

 

$

24.84

 

2022

 

 

1,072

 

 

 

3,408

 

 

 

8.6

%

 

 

81,169

 

 

 

8.9

%

 

 

23.82

 

2023

 

 

1,246

 

 

 

4,786

 

 

 

12.1

%

 

 

116,399

 

 

 

12.8

%

 

 

24.32

 

2024

 

 

1,173

 

 

 

5,391

 

 

 

13.6

%

 

 

122,505

 

 

 

13.4

%

 

 

22.72

 

2025

 

 

1,041

 

 

 

4,869

 

 

 

12.3

%

 

 

115,413

 

 

 

12.6

%

 

 

23.70

 

2026

 

 

1,048

 

 

 

5,056

 

 

 

12.7

%

 

 

117,228

 

 

 

12.8

%

 

 

23.19

 

2027

 

 

627

 

 

 

3,696

 

 

 

9.3

%

 

 

83,735

 

 

 

9.2

%

 

 

22.66

 

2028

 

 

364

 

 

 

2,421

 

 

 

6.1

%

 

 

60,732

 

 

 

6.7

%

 

 

25.08

 

2029

 

 

275

 

 

 

1,812

 

 

 

4.6

%

 

 

38,023

 

 

 

4.2

%

 

 

20.98

 

2030

 

 

278

 

 

 

1,796

 

 

 

4.5

%

 

 

43,331

 

 

 

4.7

%

 

 

24.13

 

2031

 

 

375

 

 

 

1,473

 

 

 

3.7

%

 

 

39,189

 

 

 

4.3

%

 

 

26.60

 

Thereafter

 

 

347

 

 

 

4,545

 

 

 

11.3

%

 

 

83,762

 

 

 

9.1

%

 

 

18.43

 

Total

 

 

8,108

 

 

 

39,714

 

 

 

100.0

%

 

$

912,933

 

 

 

100.0

%

 

$

22.99

 

(1)
Leases currently under month-to-month rent or in process of renewal.
Lease Expiration Year Number of Tenants with Expiring Leases Pro-rata Expiring GLA Percent of Total Company GLA In Place Base Rent Expiring Under Leases Percent of Base Rent Pro-rata Expiring Average Base Rent
(1) 549
 321
 0.8% $8,569
 1.0% $26.72
2019 1,014
 3,146
 7.7% 65,555
 7.4% 20.84
2020 1,335
 4,815
 11.9% 103,395
 11.7% 21.47
2021 1,301
 5,102
 12.6% 105,970
 11.9% 20.77
2022 1,271
 5,535
 13.6% 121,984
 13.8% 22.04
2023 1,136
 4,456
 11.0% 106,188
 12.0% 23.83
2024 620
 3,573
 8.8% 78,781
 8.9% 22.05
2025 373
 1,888
 4.6% 49,747
 5.6% 26.35
2026 325
 1,972
 4.8% 48,486
 5.4% 24.59
2027 291
 1,892
 4.7% 42,762
 4.8% 22.60
2028 359
 2,182
 5.4% 50,727
 5.7% 23.25
Thereafter 351
 5,738
 14.1% 104,319
 11.8% 18.18
Total 8,925
 40,620
 100.0% $886,483
 100.0% $21.82
             
(1) Leases currently under month-to-month rent or in process of renewal.

During 2019,2022, we have a total of 1,0141,072 leases expiring, representing 3.13.4 million square feet of GLA. These expiring leases have an average base rent of $20.84$23.82 PSF. The average base rent of new leases signed during 20182021 was $27.15$28.91 PSF. During periods of recessioneconomic weakness or when occupancypercent leased is low, tenants have more bargaining power, which may result in rental rate declines on new or renewal leases. In periods of recovery and/or when occupancypercent leased levels are high, landlords have more bargaining power, which generally results in rental rate growth on new and renewal leases. Based

During 2020, as the long-term economic effects of the pandemic were uncertain, new leasing activity declined as many businesses delayed executing leases. This trend reversed during 2021 as new and renewal activity increased as the economy began to recover. Demand for retail space in high quality, community centers located in areas with compelling demographics remains strong, especially among successful business operators and growing innovative business concepts. However, evolving inflationary challenges could result in pressure 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 ongrowth for new and renewal leases during 2019as businesses seek to meet or exceed average rental rates on leases expiring in 2019. Exceptions may arise in certain geographic areas or at specific shopping centers based on the local economic situation, competition, location, quality,manage costs.

23

The following table lists information about our Consolidated 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.




See the following property table and alsoUnconsolidated Properties. For further information, see Item 7, Management's Discussion and Analysis,Analysis.

Property Name

 

CBSA (1)

 

State

 

Owner-
ship
Interest (2)

 

Year
Acquired

 

Year
Constructed
or Last Major
Renovation

 

Mortgages or
Encumbrances
(in 000's)

 

 

Gross
Leasable
Area
(GLA)
(in 000's)

 

 

Percent
Leased (3)

 

Average
Base Rent
(Per Sq
Ft) (4)

 

 

Grocer(s) & Major
Tenant(s) >35,000 SF (5)

Amerige Heights Town Center

 

Los Angeles-Long Beach-Anaheim

 

CA

 

 

 

2000

 

2000

 

$

—

 

 

 

97

 

 

97.9%

 

$

30.23

 

 

Albertsons, (Target)

Brea Marketplace

 

Los Angeles-Long Beach-Anaheim

 

CA

 

40%

 

2005

 

1987

 

 

41,433

 

 

 

352

 

 

94.0%

 

 

20.52

 

 

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

Circle Center West

 

Los Angeles-Long Beach-Anaheim

 

CA

 

 

 

2017

 

1989

 

 

—

 

 

 

64

 

 

82.1%

 

 

34.47

 

 

Marshalls

Circle Marina Center

 

Los Angeles-Long Beach-Anaheim

 

CA

 

 

 

2019

 

1994

 

 

24,000

 

 

 

118

 

 

93.6%

 

 

32.47

 

 

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

Culver Center

 

Los Angeles-Long Beach-Anaheim

 

CA

 

 

 

2017

 

2000

 

 

—

 

 

 

217

 

 

92.4%

 

 

32.32

 

 

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

El Camino Shopping Center

 

Los Angeles-Long Beach-Anaheim

 

CA

 

 

 

1999

 

2017

 

 

—

 

 

 

136

 

 

95.6%

 

 

38.24

 

 

Bristol Farms, CVS

Granada Village

 

Los Angeles-Long Beach-Anaheim

 

CA

 

40%

 

2005

 

2012

 

 

50,000

 

 

 

226

 

 

100.0%

 

 

26.15

 

 

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

Hasley Canyon Village

 

Los Angeles-Long Beach-Anaheim

 

CA

 

 

 

2003

 

2003

 

 

16,000

 

 

 

66

 

 

95.1%

 

 

26.63

 

 

Ralphs

Heritage Plaza

 

Los Angeles-Long Beach-Anaheim

 

CA

 

 

 

1999

 

2012

 

 

—

 

 

 

230

 

 

100.0%

 

 

40.88

 

 

Ralphs, CVS, Daiso, Mitsuwa Marketplace, Big 5

Laguna Niguel Plaza

 

Los Angeles-Long Beach-Anaheim

 

CA

 

40%

 

2005

 

1985

 

 

—

 

 

 

42

 

 

95.8%

 

 

30.08

 

 

CVS,(Albertsons)

Morningside Plaza

 

Los Angeles-Long Beach-Anaheim

 

CA

 

 

 

1999

 

1996

 

 

—

 

 

 

91

 

 

100.0%

 

 

24.78

 

 

Stater Bros.

Newland Center

 

Los Angeles-Long Beach-Anaheim

 

CA

 

 

 

1999

 

2016

 

 

—

 

 

 

152

 

 

98.9%

 

 

27.77

 

 

Albertsons

Plaza Hermosa

 

Los Angeles-Long Beach-Anaheim

 

CA

 

 

 

1999

 

2013

 

 

—

 

 

 

95

 

 

100.0%

 

 

28.19

 

 

Von's, CVS

Ralphs Circle Center

 

Los Angeles-Long Beach-Anaheim

 

CA

 

 

 

2017

 

1983

 

 

—

 

 

 

60

 

 

100.0%

 

 

19.53

 

 

Ralphs

Rona Plaza

 

Los Angeles-Long Beach-Anaheim

 

CA

 

 

 

1999

 

1989

 

 

—

 

 

 

52

 

 

97.7%

 

 

21.94

 

 

Superior Super Warehouse

Seal Beach

 

Los Angeles-Long Beach-Anaheim

 

CA

 

20%

 

2002

 

1966

 

 

—

 

 

 

97

 

 

93.9%

 

 

26.37

 

 

Pavilions, CVS

Talega Village Center

 

Los Angeles-Long Beach-Anaheim

 

CA

 

 

 

2017

 

2007

 

 

—

 

 

 

102

 

 

98.7%

 

 

22.95

 

 

Ralphs

Town and Country Center

 

Los Angeles-Long Beach-Anaheim

 

CA

 

35%

 

2018

 

1992

 

 

91,823

 

 

 

230

 

 

37.5%

 

 

49.13

 

 

Whole Foods, CVS, Citibank

Tustin Legacy

 

Los Angeles-Long Beach-Anaheim

 

CA

 

 

 

2016

 

2017

 

 

—

 

 

 

112

 

 

100.0%

 

 

33.39

 

 

Stater Bros, CVS

Twin Oaks Shopping Center

 

Los Angeles-Long Beach-Anaheim

 

CA

 

40%

 

2005

 

2019

 

 

19,000

 

 

 

98

 

 

98.2%

 

 

21.63

 

 

Ralphs, Rite Aid

Valencia Crossroads

 

Los Angeles-Long Beach-Anaheim

 

CA

 

 

 

2002

 

2003

 

 

—

 

 

 

173

 

 

100.0%

 

 

28.33

 

 

Whole Foods, Kohl's

Village at La Floresta

 

Los Angeles-Long Beach-Anaheim

 

CA

 

 

 

2014

 

2014

 

 

—

 

 

 

87

 

 

94.3%

 

 

35.82

 

 

Whole Foods

Von's Circle Center

 

Los Angeles-Long Beach-Anaheim

 

CA

 

 

 

2017

 

1972

 

 

5,751

 

 

 

151

 

 

100.0%

 

 

23.08

 

 

Von's, Ross Dress for Less, Planet Fitness

Woodman Van Nuys

 

Los Angeles-Long Beach-Anaheim

 

CA

 

 

 

1999

 

1992

 

 

—

 

 

 

108

 

 

98.2%

 

 

16.64

 

 

El Super

Silverado Plaza

 

Napa

 

CA

 

40%

 

2005

 

1974

 

 

8,928

 

 

 

85

 

 

98.8%

 

 

22.17

 

 

Nob Hill, CVS

Gelson's Westlake Market Plaza

 

Oxnard-Thousand Oaks-Ventura

 

CA

 

 

 

2002

 

2016

 

 

—

 

 

 

85

 

 

98.8%

 

 

30.12

 

 

Gelson's Markets, John of Italy Salon & Spa

Oakbrook Plaza

 

Oxnard-Thousand Oaks-Ventura

 

CA

 

 

 

1999

 

2017

 

 

—

 

 

 

83

 

 

86.2%

 

 

19.67

 

 

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

Westlake Village Plaza and Center

 

Oxnard-Thousand Oaks-Ventura

 

CA

 

 

 

1999

 

2015

 

 

—

 

 

 

201

 

 

93.6%

 

 

39.98

 

 

Von's, Sprouts, (CVS)

French Valley Village Center

 

Rvrside-San Bernardino-Ontario

 

CA

 

 

 

2004

 

2004

 

 

—

 

 

 

99

 

 

98.4%

 

 

27.20

 

 

Stater Bros, CVS

Oak Shade Town Center

 

Sacramento-Roseville-Folsom

 

CA

 

 

 

2011

 

1998

 

 

5,606

 

 

 

104

 

 

99.3%

 

 

22.54

 

 

Safeway, Office Max, Rite Aid

Prairie City Crossing

 

Sacramento-Roseville-Folsom

 

CA

 

 

 

1999

 

1999

 

 

—

 

 

 

90

 

 

97.5%

 

 

22.16

 

 

Safeway

Raley's Supermarket

 

Sacramento-Roseville-Folsom

 

CA

 

20%

 

2007

 

1964

 

 

—

 

 

 

63

 

 

100.0%

 

 

14.00

 

 

Raley's

The Marketplace

 

Sacramento-Roseville-Folsom

 

CA

 

 

 

2017

 

1990

 

 

—

 

 

 

111

 

 

98.6%

 

 

26.88

 

 

Safeway, CVS, Petco

4S Commons Town Center

 

San Diego-Chula Vista-Carlsbad

 

CA

 

85%

 

2004

 

2004

 

 

82,531

 

 

 

252

 

 

97.1%

 

 

33.97

 

 

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

Balboa Mesa Shopping Center

 

San Diego-Chula Vista-Carlsbad

 

CA

 

 

 

2012

 

2014

 

 

—

 

 

 

207

 

 

100.0%

 

 

28.63

 

 

CVS, Kohl's, Von's

Costa Verde Center

 

San Diego-Chula Vista-Carlsbad

 

CA

 

 

 

1999

 

1988

 

 

—

 

 

 

179

 

 

60.3%

 

 

24.74

 

 

Bristol Farms, Bookstar, The Boxing Club

El Norte Pkwy Plaza

 

San Diego-Chula Vista-Carlsbad

 

CA

 

 

 

1999

 

2013

 

 

—

 

 

 

91

 

 

98.0%

 

 

19.81

 

 

Von's, Children's Paradise, ACE Hardware

24

Property Name

 

CBSA (1)

 

State

 

Owner-
ship
Interest (2)

 

Year
Acquired

 

Year
Constructed
or Last Major
Renovation

 

Mortgages or
Encumbrances
(in 000's)

 

 

Gross
Leasable
Area
(GLA)
(in 000's)

 

 

Percent
Leased (3)

 

Average
Base Rent
(Per Sq
Ft) (4)

 

 

Grocer(s) & Major
Tenant(s) >35,000 SF (5)

Friars Mission Center

 

San Diego-Chula Vista-Carlsbad

 

CA

 

 

 

1999

 

1989

 

 

—

 

 

 

147

 

 

99.4%

 

 

37.80

 

 

Ralphs, CVS

Navajo Shopping Center

 

San Diego-Chula Vista-Carlsbad

 

CA

 

40%

 

2005

 

1964

 

 

11,000

 

 

 

102

 

 

91.0%

 

 

14.36

 

 

Albertsons, Rite Aid, O'Reilly Auto Parts

Point Loma Plaza

 

San Diego-Chula Vista-Carlsbad

 

CA

 

40%

 

2005

 

1987

 

 

23,065

 

 

 

205

 

 

98.1%

 

 

23.17

 

 

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

Rancho San Diego Village

 

San Diego-Chula Vista-Carlsbad

 

CA

 

40%

 

2005

 

1981

 

 

22,393

 

 

 

153

 

 

95.1%

 

 

23.98

 

 

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

Scripps Ranch Marketplace

 

San Diego-Chula Vista-Carlsbad

 

CA

 

 

 

2017

 

2017

 

 

—

 

 

 

132

 

 

99.5%

 

 

32.59

 

 

Vons, CVS

The Hub Hillcrest Market

 

San Diego-Chula Vista-Carlsbad

 

CA

 

 

 

2012

 

2015

 

 

—

 

 

 

149

 

 

91.2%

 

 

41.42

 

 

Ralphs, Trader Joe's

Twin Peaks

 

San Diego-Chula Vista-Carlsbad

 

CA

 

 

 

1999

 

1988

 

 

—

 

 

 

208

 

 

97.2%

 

 

21.64

 

 

Target, Grocer

200 Potrero

 

San Francisco-Oakland-Berkeley

 

CA

 

 

 

2017

 

1928

 

 

—

 

 

 

31

 

 

100.0%

 

 

11.01

 

 

Gizmo Art Production, INC.

Bayhill Shopping Center

 

San Francisco-Oakland-Berkeley

 

CA

 

40%

 

2005

 

2019

 

 

28,800

 

 

 

122

 

 

95.7%

 

 

26.44

 

 

CVS, Mollie Stone's Market

Clayton Valley Shopping Center

 

San Francisco-Oakland-Berkeley

 

CA

 

 

 

2003

 

2004

 

 

—

 

 

 

260

 

 

90.9%

 

 

23.22

 

 

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

Diablo Plaza

 

San Francisco-Oakland-Berkeley

 

CA

 

 

 

1999

 

1982

 

 

—

 

 

 

63

 

 

93.0%

 

 

42.93

 

 

Bevmo!, (Safeway), (CVS)

El Cerrito Plaza

 

San Francisco-Oakland-Berkeley

 

CA

 

 

 

2000

 

2000

 

 

—

 

 

 

256

 

 

82.5%

 

 

29.88

 

 

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

Encina Grande

 

San Francisco-Oakland-Berkeley

 

CA

 

 

 

1999

 

2016

 

 

—

 

 

 

106

 

 

100.0%

 

 

35.00

 

 

Whole Foods, Walgreens

Persimmon Place

 

San Francisco-Oakland-Berkeley

 

CA

 

 

 

2014

 

2014

 

 

—

 

 

 

153

 

 

100.0%

 

 

37.04

 

 

Whole Foods, Nordstrom Rack, Homegoods

Plaza Escuela

 

San Francisco-Oakland-Berkeley

 

CA

 

 

 

2017

 

2002

 

 

—

 

 

 

154

 

 

92.5%

 

 

43.67

 

 

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

Pleasant Hill Shopping Center

 

San Francisco-Oakland-Berkeley

 

CA

 

40%

 

2005

 

2016

 

 

50,000

 

 

 

227

 

 

100.0%

 

 

24.22

 

 

Target, Burlington, Ross Dress for Less, Homegoods

Potrero Center

 

San Francisco-Oakland-Berkeley

 

CA

 

 

 

2017

 

1997

 

 

—

 

 

 

227

 

 

91.3%

 

 

33.69

 

 

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

Powell Street Plaza

 

San Francisco-Oakland-Berkeley

 

CA

 

 

 

2001

 

1987

 

 

—

 

 

 

166

 

 

95.3%

 

 

34.97

 

 

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

San Carlos Marketplace

 

San Francisco-Oakland-Berkeley

 

CA

 

 

 

2017

 

2007

 

 

—

 

 

 

154

 

 

100.0%

 

 

36.28

 

 

TJ Maxx, Best Buy, PetSmart, Bassett Furniture

San Leandro Plaza

 

San Francisco-Oakland-Berkeley

 

CA

 

 

 

1999

 

1982

 

 

—

 

 

 

50

 

 

100.0%

 

 

37.37

 

 

(Safeway), (CVS)

Serramonte Center

 

San Francisco-Oakland-Berkeley

 

CA

 

 

 

2017

 

2018

 

 

—

 

 

 

1,073

 

 

88.2%

 

 

25.03

 

 

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

Tassajara Crossing

 

San Francisco-Oakland-Berkeley

 

CA

 

 

 

1999

 

1990

 

 

—

 

 

 

146

 

 

100.0%

 

 

26.04

 

 

Safeway, CVS, Alamo Hardware

Willows Shopping Center (6)

 

San Francisco-Oakland-Berkeley

 

CA

 

 

 

2017

 

2015

 

 

—

 

 

 

249

 

 

74.0%

 

 

29.37

 

 

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

Woodside Central

 

San Francisco-Oakland-Berkeley

 

CA

 

 

 

1999

 

1993

 

 

—

 

 

 

81

 

 

90.0%

 

 

25.37

 

 

Chuck E. Cheese, Marshalls, (Target)

Ygnacio Plaza

 

San Francisco-Oakland-Berkeley

 

CA

 

40%

 

2005

 

1968

 

 

25,850

 

 

 

110

 

 

100.0%

 

 

38.56

 

 

Sports Basement,TJ Maxx

Blossom Valley

 

San Jose-Sunnyvale-Santa Clara

 

CA

 

 

 

1999

 

1990

 

 

22,300

 

 

 

93

 

 

93.7%

 

 

27.19

 

 

Safeway

Mariposa Shopping Center

 

San Jose-Sunnyvale-Santa Clara

 

CA

 

40%

 

2005

 

2020

 

 

17,912

 

 

 

127

 

 

94.0%

 

 

21.42

 

 

Safeway, CVS, Ross Dress for Less

Shoppes at Homestead

 

San Jose-Sunnyvale-Santa Clara

 

CA

 

 

 

1999

 

1983

 

 

—

 

 

 

116

 

 

96.9%

 

 

24.67

 

 

CVS, Crunch Fitness, (Orchard Supply Hardware)

Snell & Branham Plaza

 

San Jose-Sunnyvale-Santa Clara

 

CA

 

40%

 

2005

 

1988

 

 

11,918

 

 

 

92

 

 

98.5%

 

 

20.89

 

 

Safeway

The Pruneyard

 

San Jose-Sunnyvale-Santa Clara

 

CA

 

 

 

2019

 

2014

 

 

2,200

 

 

 

260

 

 

95.7%

 

 

40.43

 

 

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

West Park Plaza

 

San Jose-Sunnyvale-Santa Clara

 

CA

 

 

 

1999

 

1996

 

 

—

 

 

 

88

 

 

98.0%

 

 

19.42

 

 

Safeway, Rite Aid

Golden Hills Plaza

 

San Luis Obispo-Paso Robles

 

CA

 

 

 

2006

 

2017

 

 

—

 

 

 

244

 

 

84.3%

 

 

6.59

 

 

Lowe's, TJ Maxx

Five Points Shopping Center

 

Santa Maria-Santa Barbara

 

CA

 

40%

 

2005

 

2014

 

 

23,615

 

 

 

145

 

 

97.6%

 

 

30.38

 

 

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

25

Property Name

 

CBSA (1)

 

State

 

Owner-
ship
Interest (2)

 

Year
Acquired

 

Year
Constructed
or Last Major
Renovation

 

Mortgages or
Encumbrances
(in 000's)

 

 

Gross
Leasable
Area
(GLA)
(in 000's)

 

 

Percent
Leased (3)

 

Average
Base Rent
(Per Sq
Ft) (4)

 

 

Grocer(s) & Major
Tenant(s) >35,000 SF (5)

Corral Hollow

 

Stockton

 

CA

 

25%

 

2000

 

2000

 

 

—

 

 

 

167

 

 

100.0%

 

 

17.79

 

 

Safeway, CVS

Alcove On Arapahoe

 

Boulder

 

CO

 

40%

 

2005

 

2019

 

 

26,700

 

 

 

159

 

 

80.9%

 

 

18.60

 

 

PETCO, HomeGoods, Jo-Ann Fabrics, Safeway

Crossroads Commons

 

Boulder

 

CO

 

20%

 

2001

 

1986

 

 

34,500

 

 

 

143

 

 

91.2%

 

 

29.54

 

 

Whole Foods, Barnes & Noble

Crossroads Commons II

 

Boulder

 

CO

 

20%

 

2018

 

1995

 

 

5,500

 

 

 

18

 

 

100.0%

 

 

37.97

 

 

(Whole Foods), (Barnes & Noble)

Falcon Marketplace

 

Colorado Springs

 

CO

 

 

 

2005

 

2005

 

 

—

 

 

 

22

 

 

100.0%

 

 

24.45

 

 

(Wal-Mart)

Marketplace at Briargate

 

Colorado Springs

 

CO

 

 

 

2006

 

2006

 

 

—

 

 

 

29

 

 

100.0%

 

 

33.43

 

 

(King Soopers)

Monument Jackson Creek

 

Colorado Springs

 

CO

 

 

 

1998

 

1999

 

 

—

 

 

 

85

 

 

100.0%

 

 

12.60

 

 

King Soopers

Woodmen Plaza

 

Colorado Springs

 

CO

 

 

 

1998

 

1998

 

 

—

 

 

 

116

 

 

94.2%

 

 

13.29

 

 

King Soopers

Applewood Shopping Ctr

 

Denver-Aurora-Lakewood

 

CO

 

40%

 

2005

 

2020

 

 

—

 

 

 

353

 

 

92.2%

 

 

15.98

 

 

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

Belleview Square

 

Denver-Aurora-Lakewood

 

CO

 

 

 

2004

 

2013

 

 

—

 

 

 

117

 

 

95.6%

 

 

20.08

 

 

King Soopers

Boulevard Center

 

Denver-Aurora-Lakewood

 

CO

 

 

 

1999

 

1986

 

 

—

 

 

 

77

 

 

77.9%

 

 

31.36

 

 

One Hour Optical, (Safeway)

Buckley Square

 

Denver-Aurora-Lakewood

 

CO

 

 

 

1999

 

1978

 

 

—

 

 

 

116

 

 

92.0%

 

 

11.27

 

 

Ace Hardware, King Soopers

Cherrywood Square Shop Ctr

 

Denver-Aurora-Lakewood

 

CO

 

40%

 

2005

 

1978

 

 

9,650

 

 

 

97

 

 

95.4%

 

 

11.10

 

 

King Soopers

Hilltop Village

 

Denver-Aurora-Lakewood

 

CO

 

 

 

2002

 

2018

 

 

—

 

 

 

100

 

 

97.4%

 

 

11.60

 

 

King Soopers

Littleton Square

 

Denver-Aurora-Lakewood

 

CO

 

 

 

1999

 

2015

 

 

—

 

 

 

99

 

 

100.0%

 

 

11.69

 

 

King Soopers

Lloyd King Center

 

Denver-Aurora-Lakewood

 

CO

 

 

 

1998

 

1998

 

 

—

 

 

 

83

 

 

96.7%

 

 

12.01

 

 

King Soopers

Ralston Square Shopping Center

 

Denver-Aurora-Lakewood

 

CO

 

40%

 

2005

 

1977

 

 

—

 

 

 

83

 

 

96.2%

 

 

11.91

 

 

King Soopers

Shops at Quail Creek

 

Denver-Aurora-Lakewood

 

CO

 

 

 

2008

 

2008

 

 

—

 

 

 

38

 

 

92.5%

 

 

27.16

 

 

(King Soopers)

Stroh Ranch

 

Denver-Aurora-Lakewood

 

CO

 

 

 

1998

 

1998

 

 

—

 

 

 

93

 

 

100.0%

 

 

13.77

 

 

King Soopers

Centerplace of Greeley III

 

Greeley

 

CO

 

 

 

2007

 

2007

 

 

—

 

 

 

119

 

 

100.0%

 

 

11.62

 

 

Hobby Lobby, Best Buy, TJ Maxx

22 Crescent Road

 

Bridgeport-Stamford-Norwalk

 

CT

 

 

 

2017

 

1984

 

 

—

 

 

 

4

 

 

100.0%

 

 

60.00

 

 

-

91 Danbury Road

 

Bridgeport-Stamford-Norwalk

 

CT

 

 

 

2017

 

1965

 

 

—

 

 

 

5

 

 

100.0%

 

 

28.20

 

 

-

Black Rock

 

Bridgeport-Stamford-Norwalk

 

CT

 

80%

 

2014

 

1996

 

 

19,029

 

 

 

98

 

 

91.3%

 

 

29.77

 

 

Old Navy, The Clubhouse

Brick Walk (6)

 

Bridgeport-Stamford-Norwalk

 

CT

 

80%

 

2014

 

2007

 

 

31,763

 

 

 

123

 

 

95.7%

 

 

44.22

 

 

-

Compo Acres Shopping Center

 

Bridgeport-Stamford-Norwalk

 

CT

 

 

 

2017

 

2011

 

 

—

 

 

 

43

 

 

94.4%

 

 

53.06

 

 

Trader Joe's

Copps Hill Plaza

 

Bridgeport-Stamford-Norwalk

 

CT

 

 

 

2017

 

2002

 

 

10,145

 

 

 

185

 

 

100.0%

 

 

14.49

 

 

Kohl's, Rite Aid, Stop & Shop

Danbury Green

 

Bridgeport-Stamford-Norwalk

 

CT

 

 

 

2017

 

2006

 

 

—

 

 

 

124

 

 

98.1%

 

 

25.98

 

 

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

Darinor Plaza (6)

 

Bridgeport-Stamford-Norwalk

 

CT

 

 

 

2017

 

1978

 

 

—

 

 

 

153

 

 

99.0%

 

 

19.07

 

 

Kohl's, Old Navy, Party City

Fairfield Center (6)

 

Bridgeport-Stamford-Norwalk

 

CT

 

80%

 

2014

 

2000

 

 

—

 

 

 

94

 

 

85.4%

 

 

33.69

 

 

Fairfield University Bookstore, Merril Lynch

Post Road Plaza

 

Bridgeport-Stamford-Norwalk

 

CT

 

 

 

2017

 

1978

 

 

—

 

 

 

20

 

 

100.0%

 

 

54.83

 

 

Trader Joe's

Walmart Norwalk

 

Bridgeport-Stamford-Norwalk

 

CT

 

 

 

2017

 

2003

 

 

—

 

 

 

142

 

 

100.0%

 

 

0.56

 

 

WalMart, HomeGoods

Westport Row

 

Bridgeport-Stamford-Norwalk

 

CT

 

 

 

2017

 

2020

 

 

—

 

 

 

91

 

 

83.1%

 

 

43.57

 

 

The Fresh Market

Brookside Plaza

 

Hartford-E Hartford-Middletown

 

CT

 

 

 

2017

 

2006

 

 

—

 

 

 

227

 

 

95.0%

 

 

15.31

 

 

Bed, Bath & Beyond, Burlington Coat Factory, PetSmart, ShopRite, Staples, TJ Maxx

Corbin's Corner

 

Hartford-E Hartford-Middletown

 

CT

 

40%

 

2005

 

2015

 

 

32,094

 

 

 

186

 

 

96.4%

 

 

30.50

 

 

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

Southbury Green

 

New Haven-Milford

 

CT

 

 

 

2017

 

2002

 

 

—

 

 

 

156

 

 

86.7%

 

 

21.99

 

 

ShopRite, Homegoods

Shops at The Columbia

 

Washington-Arlington-Alexandri

 

DC

 

25%

 

2006

 

2006

 

 

—

 

 

 

23

 

 

85.8%

 

 

42.26

 

 

Trader Joe's

Spring Valley Shopping Center

 

Washington-Arlington-Alexandri

 

DC

 

40%

 

2005

 

1930

 

 

11,122

 

 

 

17

 

 

100.0%

 

 

106.22

 

 

-

Pike Creek

 

Philadelphia-Camden-Wilmington

 

DE

 

 

 

1998

 

2013

 

 

—

 

 

 

228

 

 

93.2%

 

 

16.43

 

 

Acme Markets, Edge Fitness, Pike Creek Community Hardware

Shoppes of Graylyn

 

Philadelphia-Camden-Wilmington

 

DE

 

40%

 

2005

 

1971

 

 

—

 

 

 

64

 

 

89.7%

 

 

25.48

 

 

Rite Aid

Corkscrew Village

 

Cape Coral-Fort Myers

 

FL

 

 

 

2007

 

1997

 

 

—

 

 

 

82

 

 

98.7%

 

 

14.90

 

 

Publix

Shoppes of Grande Oak

 

Cape Coral-Fort Myers

 

FL

 

 

 

2000

 

2000

 

 

—

 

 

 

79

 

 

100.0%

 

 

17.09

 

 

Publix

26

Property Name

 

CBSA (1)

 

State

 

Owner-
ship
Interest (2)

 

Year
Acquired

 

Year
Constructed
or Last Major
Renovation

 

Mortgages or
Encumbrances
(in 000's)

 

 

Gross
Leasable
Area
(GLA)
(in 000's)

 

 

Percent
Leased (3)

 

Average
Base Rent
(Per Sq
Ft) (4)

 

 

Grocer(s) & Major
Tenant(s) >35,000 SF (5)

Millhopper Shopping Center

 

Gainesville

 

FL

 

 

 

1993

 

2017

 

 

—

 

 

 

85

 

 

95.0%

 

 

18.54

 

 

Publix

Newberry Square

 

Gainesville

 

FL

 

 

 

1994

 

1986

 

 

—

 

 

 

181

 

 

90.9%

 

 

9.41

 

 

Publix, Floor & Décor, Dollar Tree

Anastasia Plaza

 

Jacksonville

 

FL

 

 

 

1993

 

1988

 

 

—

 

 

 

102

 

 

95.9%

 

 

14.17

 

 

Publix

Atlantic Village

 

Jacksonville

 

FL

 

 

 

2017

 

2014

 

 

—

 

 

 

110

 

 

98.6%

 

 

17.85

 

 

LA Fitness, Pet Supplies Plus

Brooklyn Station on Riverside

 

Jacksonville

 

FL

 

 

 

2013

 

2013

 

 

—

 

 

 

50

 

 

97.2%

 

 

27.20

 

 

The Fresh Market

Courtyard Shopping Center

 

Jacksonville

 

FL

 

 

 

1993

 

1987

 

 

—

 

 

 

137

 

 

100.0%

 

 

3.68

 

 

Target, (Publix)

East San Marco (7)

 

Jacksonville

 

FL

 

 

 

2007

 

2020

 

 

—

 

 

 

59

 

 

76.8%

 

 

26.50

 

 

Publix

Fleming Island

 

Jacksonville

 

FL

 

 

 

1998

 

2000

 

 

—

 

 

 

132

 

 

99.2%

 

 

16.92

 

 

Publix, PETCO, Planet Fitness, (Target)

Hibernia Pavilion

 

Jacksonville

 

FL

 

 

 

2006

 

2006

 

 

—

 

 

 

51

 

 

92.0%

 

 

16.40

 

 

Publix

John's Creek Center

 

Jacksonville

 

FL

 

20%

 

2003

 

2004

 

 

9,000

 

 

 

76

 

 

100.0%

 

 

16.18

 

 

Publix

Julington Village

 

Jacksonville

 

FL

 

20%

 

1999

 

1999

 

 

10,000

 

 

 

82

 

 

100.0%

 

 

16.94

 

 

Publix, (CVS)

Mandarin Landing

 

Jacksonville

 

FL

 

 

 

2017

 

1976

 

 

—

 

 

 

140

 

 

71.5%

 

 

19.67

 

 

Whole Foods, Aveda Institute

Nocatee Town Center

 

Jacksonville

 

FL

 

 

 

2007

 

2017

 

 

—

 

 

 

112

 

 

100.0%

 

 

21.53

 

 

Publix

Oakleaf Commons

 

Jacksonville

 

FL

 

 

 

2006

 

2006

 

 

—

 

 

 

74

 

 

98.1%

 

 

15.78

 

 

Publix

Old St Augustine Plaza

 

Jacksonville

 

FL

 

 

 

1996

 

2020

 

 

—

 

 

 

248

 

 

100.0%

 

 

11.05

 

 

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

Pablo Plaza

 

Jacksonville

 

FL

 

 

 

2017

 

2020

 

 

—

 

 

 

161

 

 

100.0%

 

 

18.12

 

 

Whole Foods, Office Depot, Marshalls, HomeGoods, PetSmart

Pine Tree Plaza

 

Jacksonville

 

FL

 

 

 

1997

 

1999

 

 

—

 

 

 

63

 

 

96.9%

 

 

14.35

 

 

Publix

Seminole Shoppes

 

Jacksonville

 

FL

 

50%

 

2009

 

2018

 

 

7,942

 

 

 

87

 

 

98.8%

 

 

23.64

 

 

Publix

Shoppes at Bartram Park

 

Jacksonville

 

FL

 

50%

 

2005

 

2017

 

 

—

 

 

 

135

 

 

100.0%

 

 

21.53

 

 

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

Shops at John's Creek

 

Jacksonville

 

FL

 

 

 

2003

 

2004

 

 

—

 

 

 

15

 

 

100.0%

 

 

25.53

 

 

-

South Beach Regional

 

Jacksonville

 

FL

 

 

 

2017

 

1990

 

 

—

 

 

 

308

 

 

84.5%

 

 

16.86

 

 

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

Starke (6)

 

Jacksonville

 

FL

 

 

 

2000

 

2000

 

 

—

 

 

 

13

 

 

100.0%

 

 

27.05

 

 

CVS

Aventura Shopping Center

 

Miami-Ft Lauderdale-PompanoBch

 

FL

 

 

 

1994

 

2017

 

 

—

 

 

 

97

 

 

94.9%

 

 

36.64

 

 

CVS, Publix

Aventura Square (6)

 

Miami-Ft Lauderdale-PompanoBch

 

FL

 

 

 

2017

 

1991

 

 

3,639

 

 

 

144

 

 

78.8%

 

 

39.42

 

 

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

Banco Popular Building

 

Miami-Ft Lauderdale-PompanoBch

 

FL

 

 

 

2017

 

1971

 

 

—

 

 

 

-

 

 

0.0%

 

 

-

 

 

-

Bird 107 Plaza

 

Miami-Ft Lauderdale-PompanoBch

 

FL

 

 

 

2017

 

1990

 

 

—

 

 

 

40

 

 

92.9%

 

 

21.61

 

 

Walgreens

Bird Ludlam

 

Miami-Ft Lauderdale-PompanoBch

 

FL

 

 

 

2017

 

1998

 

 

—

 

 

 

192

 

 

97.6%

 

 

24.79

 

 

CVS, Goodwill, Winn-Dixie

Boca Village Square

 

Miami-Ft Lauderdale-PompanoBch

 

FL

 

 

 

2017

 

2014

 

 

—

 

 

 

92

 

 

100.0%

 

 

23.95

 

 

CVS, Publix

Boynton Lakes Plaza

 

Miami-Ft Lauderdale-PompanoBch

 

FL

 

 

 

1997

 

2012

 

 

—

 

 

 

110

 

 

97.9%

 

 

16.55

 

 

Citi Trends, Pet Supermarket, Publix

Boynton Plaza

 

Miami-Ft Lauderdale-PompanoBch

 

FL

 

 

 

2017

 

2015

 

 

—

 

 

 

105

 

 

97.2%

 

 

20.90

 

 

CVS, Publix

Caligo Crossing

 

Miami-Ft Lauderdale-PompanoBch

 

FL

 

 

 

2007

 

2007

 

 

—

 

 

 

11

 

 

61.0%

 

 

53.13

 

 

(Kohl's)

Chasewood Plaza

 

Miami-Ft Lauderdale-PompanoBch

 

FL

 

 

 

1993

 

2015

 

 

—

 

 

 

152

 

 

95.0%

 

 

27.15

 

 

Publix, Pet Smart

Concord Shopping Plaza

 

Miami-Ft Lauderdale-PompanoBch

 

FL

 

 

 

2017

 

1993

 

 

—

 

 

 

309

 

 

97.5%

 

 

13.27

 

 

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

Coral Reef Shopping Center

 

Miami-Ft Lauderdale-PompanoBch

 

FL

 

 

 

2017

 

1990

 

 

—

 

 

 

75

 

 

84.6%

 

 

31.60

 

 

Aldi, Walgreens

Country Walk Plaza

 

Miami-Ft Lauderdale-PompanoBch

 

FL

 

 

 

2017

 

2008

 

 

16,000

 

 

 

101

 

 

93.4%

 

 

22.76

 

 

Publix, CVS

Countryside Shops

 

Miami-Ft Lauderdale-PompanoBch

 

FL

 

 

 

2017

 

2018

 

 

—

 

 

 

193

 

 

69.5%

 

 

24.46

 

 

Publix, Ross Dress for Less

Fountain Square

 

Miami-Ft Lauderdale-PompanoBch

 

FL

 

 

 

2013

 

2013

 

 

—

 

 

 

177

 

 

90.8%

 

 

27.70

 

 

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

Gardens Square

 

Miami-Ft Lauderdale-PompanoBch

 

FL

 

 

 

1997

 

1991

 

 

—

 

 

 

90

 

 

100.0%

 

 

19.31

 

 

Publix

Greenwood Shopping Centre

 

Miami-Ft Lauderdale-PompanoBch

 

FL

 

 

 

2017

 

1994

 

 

—

 

 

 

133

 

 

94.0%

 

 

16.30

 

 

Publix, Bealls

Hammocks Town Center

 

Miami-Ft Lauderdale-PompanoBch

 

FL

 

 

 

2017

 

1993

 

 

—

 

 

 

187

 

 

97.7%

 

 

18.31

 

 

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

Pine Island

 

Miami-Ft Lauderdale-PompanoBch

 

FL

 

 

 

2017

 

1999

 

 

—

 

 

 

255

 

 

99.2%

 

 

15.30

 

 

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

Pine Ridge Square

 

Miami-Ft Lauderdale-PompanoBch

 

FL

 

 

 

2017

 

2013

 

 

—

 

 

 

118

 

 

97.8%

 

 

18.87

 

 

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

Pinecrest Place (6)

 

Miami-Ft Lauderdale-PompanoBch

 

FL

 

 

 

2017

 

2017

 

 

—

 

 

 

70

 

 

92.3%

 

 

39.72

 

 

Whole Foods, (Target)

27

Property Name

 

CBSA (1)

 

State

 

Owner-
ship
Interest (2)

 

Year
Acquired

 

Year
Constructed
or Last Major
Renovation

 

Mortgages or
Encumbrances
(in 000's)

 

 

Gross
Leasable
Area
(GLA)
(in 000's)

 

 

Percent
Leased (3)

 

Average
Base Rent
(Per Sq
Ft) (4)

 

 

Grocer(s) & Major
Tenant(s) >35,000 SF (5)

Point Royale Shopping Center

 

Miami-Ft Lauderdale-PompanoBch

 

FL

 

 

 

2017

 

2018

 

 

—

 

 

 

202

 

 

94.0%

 

 

16.42

 

 

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

Prosperity Centre

 

Miami-Ft Lauderdale-PompanoBch

 

FL

 

 

 

2017

 

1993

 

 

—

 

 

 

124

 

 

94.9%

 

 

22.93

 

 

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

Sawgrass Promenade

 

Miami-Ft Lauderdale-PompanoBch

 

FL

 

 

 

2017

 

1998

 

 

—

 

 

 

107

 

 

87.7%

 

 

12.54

 

 

Publix, Walgreens, Dollar Tree

Sheridan Plaza

 

Miami-Ft Lauderdale-PompanoBch

 

FL

 

 

 

2017

 

1991

 

 

—

 

 

 

507

 

 

93.2%

 

 

19.57

 

 

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

Shoppes @ 104

 

Miami-Ft Lauderdale-PompanoBch

 

FL

 

 

 

1998

 

2018

 

 

—

 

 

 

112

 

 

91.2%

 

 

19.66

 

 

Winn-Dixie, CVS

Shoppes at Lago Mar

 

Miami-Ft Lauderdale-PompanoBch

 

FL

 

 

 

2017

 

1995

 

 

—

 

 

 

83

 

 

90.8%

 

 

15.46

 

 

Publix, YouFit Health Club

Shoppes of Jonathan's Landing

 

Miami-Ft Lauderdale-PompanoBch

 

FL

 

 

 

2017

 

1997

 

 

—

 

 

 

27

 

 

100.0%

 

 

26.54

 

 

(Publix)

Shoppes of Oakbrook

 

Miami-Ft Lauderdale-PompanoBch

 

FL

 

 

 

2017

 

2003

 

 

1,564

 

 

 

200

 

 

64.4%

 

 

17.65

 

 

Publix, Tuesday Morning, Duffy's Sports Bar, CVS

Shoppes of Silver Lakes

 

Miami-Ft Lauderdale-PompanoBch

 

FL

 

 

 

2017

 

1997

 

 

—

 

 

 

127

 

 

93.7%

 

 

20.31

 

 

Publix, Goodwill

Shoppes of Sunset

 

Miami-Ft Lauderdale-PompanoBch

 

FL

 

 

 

2017

 

2009

 

 

—

 

 

 

22

 

 

100.0%

 

 

26.05

 

 

-

Shoppes of Sunset II

 

Miami-Ft Lauderdale-PompanoBch

 

FL

 

 

 

2017

 

2009

 

 

—

 

 

 

28

 

 

92.2%

 

 

21.34

 

 

-

Shops at Skylake

 

Miami-Ft Lauderdale-PompanoBch

 

FL

 

 

 

2017

 

2006

 

 

—

 

 

 

287

 

 

98.6%

 

 

24.62

 

 

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

Tamarac Town Square

 

Miami-Ft Lauderdale-PompanoBch

 

FL

 

 

 

2017

 

1987

 

 

—

 

 

 

125

 

 

85.8%

 

 

12.07

 

 

Publix, Dollar Tree, Retro Fitness

University Commons (6)

 

Miami-Ft Lauderdale-PompanoBch

 

FL

 

 

 

2015

 

2001

 

 

—

 

 

 

180

 

 

100.0%

 

 

32.88

 

 

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

Waterstone Plaza

 

Miami-Ft Lauderdale-PompanoBch

 

FL

 

 

 

2017

 

2005

 

 

—

 

 

 

61

 

 

100.0%

 

 

17.44

 

 

Publix

Welleby Plaza

 

Miami-Ft Lauderdale-PompanoBch

 

FL

 

 

 

1996

 

1982

 

 

—

 

 

 

110

 

 

92.9%

 

 

14.23

 

 

Publix, Dollar Tree

Wellington Town Square

 

Miami-Ft Lauderdale-PompanoBch

 

FL

 

 

 

1996

 

1982

 

 

—

 

 

 

108

 

 

97.6%

 

 

24.61

 

 

Publix, CVS

West Bird Plaza

 

Miami-Ft Lauderdale-PompanoBch

 

FL

 

 

 

2017

 

2021

 

 

—

 

 

 

99

 

 

98.5%

 

 

25.23

 

 

Publix

West Lake Shopping Center

 

Miami-Ft Lauderdale-PompanoBch

 

FL

 

 

 

2017

 

2000

 

 

—

 

 

 

101

 

 

96.6%

 

 

21.34

 

 

Winn-Dixie, CVS

Westport Plaza

 

Miami-Ft Lauderdale-PompanoBch

 

FL

 

 

 

2017

 

2002

 

 

1,789

 

 

 

47

 

 

91.6%

 

 

20.80

 

 

Publix

Berkshire Commons

 

Naples-Marco Island

 

FL

 

 

 

1994

 

1992

 

 

—

 

 

 

110

 

 

98.9%

 

 

15.24

 

 

Publix, Walgreens

Naples Walk

 

Naples-Marco Island

 

FL

 

 

 

2007

 

1999

 

 

—

 

 

 

125

 

 

100.0%

 

 

18.46

 

 

Publix

Pavillion

 

Naples-Marco Island

 

FL

 

 

 

2017

 

2011

 

 

—

 

 

 

168

 

 

97.1%

 

 

21.85

 

 

LA Fitness, Paragon Theaters, J. Lee Salon Suites

Shoppes of Pebblebrook Plaza

 

Naples-Marco Island

 

FL

 

50%

 

2000

 

2000

 

 

—

 

 

 

77

 

 

96.9%

 

 

14.41

 

 

Publix, (Walgreens)

Glengary Shoppes

 

North Port-Sarasota-Bradenton

 

FL

 

 

 

2017

 

1995

 

 

—

 

 

 

93

 

 

97.0%

 

 

19.62

 

 

Best Buy, Barnes & Noble

Alafaya Village

 

Orlando-Kissimmee-Sanford

 

FL

 

 

 

2017

 

1986

 

 

—

 

 

 

38

 

 

93.9%

 

 

23.89

 

 

-

Kirkman Shoppes

 

Orlando-Kissimmee-Sanford

 

FL

 

 

 

2017

 

2015

 

 

—

 

 

 

115

 

 

96.7%

 

 

24.69

 

 

LA Fitness, Walgreens

Lake Mary Centre

 

Orlando-Kissimmee-Sanford

 

FL

 

 

 

2017

 

2015

 

 

—

 

 

 

360

 

 

92.2%

 

 

17.03

 

 

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

Plaza Venezia

 

Orlando-Kissimmee-Sanford

 

FL

 

20%

 

2016

 

2000

 

 

36,500

 

 

 

203

 

 

92.3%

 

 

30.03

 

 

Publix, Eddie V's

The Grove

 

Orlando-Kissimmee-Sanford

 

FL

 

30%

 

2017

 

2004

 

 

22,500

 

 

 

152

 

 

98.8%

 

 

22.45

 

 

Publix, LA Fitness

Town and Country

 

Orlando-Kissimmee-Sanford

 

FL

 

 

 

2017

 

1993

 

 

—

 

 

 

78

 

 

97.9%

 

 

11.08

 

 

Ross Dress for Less

Unigold Shopping Center

 

Orlando-Kissimmee-Sanford

 

FL

 

 

 

2017

 

1987

 

 

—

 

 

 

115

 

 

89.3%

 

 

15.49

 

 

YouFit Health Club, Ross Dress for Less

Willa Springs

 

Orlando-Kissimmee-Sanford

 

FL

 

 

 

2000

 

2000

 

 

16,700

 

 

 

90

 

 

90.3%

 

 

21.07

 

 

Publix

Cashmere Corners

 

Port St. Lucie

 

FL

 

 

 

2017

 

2016

 

 

—

 

 

 

80

 

 

96.1%

 

 

14.53

 

 

WalMart

Salerno Village

 

Port St. Lucie

 

FL

 

 

 

2017

 

1987

 

 

—

 

 

 

5

 

 

100.0%

 

 

16.53

 

 

-

The Plaza at St. Lucie West

 

Port St. Lucie

 

FL

 

 

 

2017

 

2006

 

 

—

 

 

 

27

 

 

93.6%

 

 

24.48

 

 

-

Charlotte Square

 

Punta Gorda

 

FL

 

 

 

2017

 

1980

 

 

—

 

 

 

91

 

 

95.7%

 

 

11.72

 

 

WalMart, Buffet City

Ryanwood Square

 

Sebastian-Vero Beach

 

FL

 

 

 

2017

 

1987

 

 

—

 

 

 

115

 

 

88.9%

 

 

11.84

 

 

Publix, Beall's, Harbor Freight Tools

South Point

 

Sebastian-Vero Beach

 

FL

 

 

 

2017

 

2003

 

 

—

 

 

 

65

 

 

100.0%

 

 

16.36

 

 

Publix

Treasure Coast Plaza

 

Sebastian-Vero Beach

 

FL

 

 

 

2017

 

1983

 

 

1,598

 

 

 

134

 

 

98.2%

 

 

18.44

 

 

Publix, TJ Maxx

Carriage Gate

 

Tallahassee

 

FL

 

 

 

1994

 

2013

 

 

—

 

 

 

73

 

 

100.0%

 

 

24.26

 

 

Trader Joe's, TJ Maxx

Ocala Corners (6)

 

Tallahassee

 

FL

 

 

 

2000

 

2000

 

 

—

 

 

 

87

 

 

93.8%

 

 

14.97

 

 

Publix

Bloomingdale Square

 

Tampa-St Petersburg-Clearwater

 

FL

 

 

 

1998

 

2021

 

 

—

 

 

 

252

 

 

96.0%

 

 

17.67

 

 

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

28

Property Name

 

CBSA (1)

 

State

 

Owner-
ship
Interest (2)

 

Year
Acquired

 

Year
Constructed
or Last Major
Renovation

 

Mortgages or
Encumbrances
(in 000's)

 

 

Gross
Leasable
Area
(GLA)
(in 000's)

 

 

Percent
Leased (3)

 

Average
Base Rent
(Per Sq
Ft) (4)

 

 

Grocer(s) & Major
Tenant(s) >35,000 SF (5)

Northgate Square

 

Tampa-St Petersburg-Clearwater

 

FL

 

 

 

2007

 

1995

 

 

—

 

 

 

75

 

 

98.1%

 

 

15.49

 

 

Publix

Regency Square

 

Tampa-St Petersburg-Clearwater

 

FL

 

 

 

1993

 

2013

 

 

—

 

 

 

352

 

 

95.0%

 

 

19.49

 

 

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

Shoppes at Sunlake Centre

 

Tampa-St Petersburg-Clearwater

 

FL

 

 

 

2017

 

2008

 

 

—

 

 

 

114

 

 

100.0%

 

 

23.73

 

 

Publix

Suncoast Crossing (6)

 

Tampa-St Petersburg-Clearwater

 

FL

 

 

 

2007

 

2007

 

 

—

 

 

 

118

 

 

94.1%

 

 

6.65

 

 

Kohl's, (Target)

The Village at Hunter's Lake

 

Tampa-St Petersburg-Clearwater

 

FL

 

 

 

2018

 

2018

 

 

—

 

 

 

72

 

 

98.0%

 

 

27.48

 

 

Sprouts

Town Square

 

Tampa-St Petersburg-Clearwater

 

FL

 

 

 

1997

 

1999

 

 

—

 

 

 

44

 

 

72.6%

 

 

34.78

 

 

PETCO

Village Center

 

Tampa-St Petersburg-Clearwater

 

FL

 

 

 

1995

 

2014

 

 

—

 

 

 

187

 

 

97.3%

 

 

22.03

 

 

Publix, PGA Tour Superstore, Walgreens

Westchase

 

Tampa-St Petersburg-Clearwater

 

FL

 

 

 

2007

 

1998

 

 

—

 

 

 

79

 

 

100.0%

 

 

17.26

 

 

Publix

Ashford Place

 

Atlanta-SandySprings-Alpharett

 

GA

 

 

 

1997

 

1993

 

 

—

 

 

 

53

 

 

90.6%

 

 

22.87

 

 

Harbor Freight Tools

Briarcliff La Vista

 

Atlanta-SandySprings-Alpharett

 

GA

 

 

 

1997

 

1962

 

 

—

 

 

 

43

 

 

100.0%

 

 

22.12

 

 

Michael's

Briarcliff Village (6)

 

Atlanta-SandySprings-Alpharett

 

GA

 

 

 

1997

 

1990

 

 

—

 

 

 

189

 

 

98.4%

 

 

17.22

 

 

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

Bridgemill Market

 

Atlanta-SandySprings-Alpharett

 

GA

 

 

 

2017

 

2000

 

 

—

 

 

 

89

 

 

94.0%

 

 

17.62

 

 

Publix

Brighten Park

 

Atlanta-SandySprings-Alpharett

 

GA

 

 

 

1997

 

2016

 

 

—

 

 

 

137

 

 

79.4%

 

 

30.05

 

 

Lidl

Buckhead Court

 

Atlanta-SandySprings-Alpharett

 

GA

 

 

 

1997

 

1984

 

 

—

 

 

 

49

 

 

89.7%

 

 

30.96

 

 

-

Buckhead Landing (fka Piedmont Peachtree Crossing)

 

Atlanta-SandySprings-Alpharett

 

GA

 

 

 

2017

 

1998

 

 

—

 

 

 

152

 

 

74.3%

 

 

19.19

 

 

Binders Art Supplies & Frames, Kroger

Buckhead Station

 

Atlanta-SandySprings-Alpharett

 

GA

 

 

 

2017

 

1996

 

 

—

 

 

 

234

 

 

100.0%

 

 

24.77

 

 

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

Cambridge Square

 

Atlanta-SandySprings-Alpharett

 

GA

 

 

 

1996

 

1979

 

 

—

 

 

 

71

 

 

42.8%

 

 

26.84

 

 

-

Chastain Square

 

Atlanta-SandySprings-Alpharett

 

GA

 

 

 

2017

 

2001

 

 

—

 

 

 

92

 

 

100.0%

 

 

23.09

 

 

Publix

Cornerstone Square

 

Atlanta-SandySprings-Alpharett

 

GA

 

 

 

1997

 

1990

 

 

—

 

 

 

80

 

 

100.0%

 

 

18.29

 

 

Aldi, CVS, HealthMarkets Insurance, Diazo Specialty Blueprint

Dunwoody Hall

 

Atlanta-SandySprings-Alpharett

 

GA

 

 

 

1997

 

1986

 

 

13,800

 

 

 

86

 

 

92.1%

 

 

20.49

 

 

Publix

Dunwoody Village

 

Atlanta-SandySprings-Alpharett

 

GA

 

 

 

1997

 

1975

 

 

—

 

 

 

121

 

 

87.8%

 

 

20.73

 

 

The Fresh Market, Walgreens, Dunwoody Prep

Howell Mill Village

 

Atlanta-SandySprings-Alpharett

 

GA

 

 

 

2004

 

1984

 

 

—

 

 

 

92

 

 

100.0%

 

 

24.38

 

 

Publix

Paces Ferry Plaza

 

Atlanta-SandySprings-Alpharett

 

GA

 

 

 

1997

 

2018

 

 

—

 

 

 

82

 

 

99.9%

 

 

39.00

 

 

Whole Foods

Powers Ferry Square

 

Atlanta-SandySprings-Alpharett

 

GA

 

 

 

1997

 

2013

 

 

—

 

 

 

97

 

 

100.0%

 

 

34.60

 

 

HomeGoods, PETCO

Powers Ferry Village

 

Atlanta-SandySprings-Alpharett

 

GA

 

 

 

1997

 

1994

 

 

—

 

 

 

76

 

 

91.1%

 

 

10.37

 

 

Publix, The Juice Box

Russell Ridge

 

Atlanta-SandySprings-Alpharett

 

GA

 

 

 

1994

 

1995

 

 

—

 

 

 

101

 

 

88.4%

 

 

12.95

 

 

Kroger

Sandy Springs

 

Atlanta-SandySprings-Alpharett

 

GA

 

 

 

2012

 

2006

 

 

—

 

 

 

116

 

 

95.1%

 

 

24.40

 

 

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

Sope Creek Crossing

 

Atlanta-SandySprings-Alpharett

 

GA

 

 

 

1998

 

2016

 

 

—

 

 

 

99

 

 

95.5%

 

 

16.44

 

 

Publix

The Shops at Hampton Oaks

 

Atlanta-SandySprings-Alpharett

 

GA

 

 

 

2017

 

2009

 

 

—

 

 

 

21

 

 

81.5%

 

 

11.99

 

 

(CVS)

Williamsburg at Dunwoody

 

Atlanta-SandySprings-Alpharett

 

GA

 

 

 

2017

 

1983

 

 

—

 

 

 

45

 

 

82.7%

 

 

26.81

 

 

-

Civic Center Plaza

 

Chicago-Naperville-Elgin

 

IL

 

40%

 

2005

 

1989

 

 

22,000

 

 

 

265

 

 

96.6%

 

 

10.51

 

 

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

Clybourn Commons

 

Chicago-Naperville-Elgin

 

IL

 

 

 

2014

 

1999

 

 

—

 

 

 

32

 

 

89.9%

 

 

37.51

 

 

PETCO

Glen Oak Plaza

 

Chicago-Naperville-Elgin

 

IL

 

 

 

2010

 

1967

 

 

—

 

 

 

63

 

 

99.5%

 

 

26.65

 

 

Trader Joe's, Walgreens, Northshore University Healthsystems

Hinsdale

 

Chicago-Naperville-Elgin

 

IL

 

 

 

1998

 

2015

 

 

—

 

 

 

185

 

 

89.4%

 

 

15.54

 

 

Whole Foods, Goodwill, Charter Fitness, Petco

Mellody Farm

 

Chicago-Naperville-Elgin

 

IL

 

 

 

2017

 

2017

 

 

—

 

 

 

259

 

 

95.5%

 

 

28.77

 

 

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

Riverside Sq & River's Edge

 

Chicago-Naperville-Elgin

 

IL

 

40%

 

2005

 

1986

 

 

—

 

 

 

169

 

 

98.6%

 

 

17.32

 

 

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

Roscoe Square

 

Chicago-Naperville-Elgin

 

IL

 

40%

 

2005

 

2012

 

 

24,500

 

 

 

140

 

 

97.5%

 

 

22.58

 

 

Mariano's Fresh Market, Ashley Furniture, Walgreens

29

Property Name

 

CBSA (1)

 

State

 

Owner-
ship
Interest (2)

 

Year
Acquired

 

Year
Constructed
or Last Major
Renovation

 

Mortgages or
Encumbrances
(in 000's)

 

 

Gross
Leasable
Area
(GLA)
(in 000's)

 

 

Percent
Leased (3)

 

Average
Base Rent
(Per Sq
Ft) (4)

 

 

Grocer(s) & Major
Tenant(s) >35,000 SF (5)

Westchester Commons

 

Chicago-Naperville-Elgin

 

IL

 

 

 

2001

 

2014

 

 

—

 

 

 

143

 

 

94.5%

 

 

17.64

 

 

Mariano's Fresh Market, Goodwill

Willow Festival (6)

 

Chicago-Naperville-Elgin

 

IL

 

 

 

2010

 

2007

 

 

—

 

 

 

404

 

 

96.7%

 

 

17.94

 

 

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

Shops on Main

 

Chicago-Naperville-Elgin

 

IN

 

94%

 

2013

 

2020

 

 

—

 

 

 

279

 

 

100.0%

 

 

16.05

 

 

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

Willow Lake Shopping Center

 

Indianapolis-Carmel-Anderson

 

IN

 

40%

 

2005

 

1987

 

 

—

 

 

 

86

 

 

72.4%

 

 

18.84

 

 

Indiana Bureau of Motor Vehicles, (Kroger)

Willow Lake West Shopping Center

 

Indianapolis-Carmel-Anderson

 

IN

 

40%

 

2005

 

2001

 

 

10,000

 

 

 

53

 

 

81.2%

 

 

27.89

 

 

Trader Joe's

Fellsway Plaza

 

Boston-Cambridge-Newton

 

MA

 

75%

 

2013

 

2016

 

 

36,019

 

 

 

158

 

 

100.0%

 

 

25.15

 

 

Stop & Shop, Planet Fitness, BioLife Plasma Services

Shaw's at Plymouth

 

Boston-Cambridge-Newton

 

MA

 

 

 

2017

 

1993

 

 

—

 

 

 

60

 

 

100.0%

 

 

19.34

 

 

Shaw's

Shops at Saugus

 

Boston-Cambridge-Newton

 

MA

 

 

 

2006

 

2006

 

 

—

 

 

 

87

 

 

97.2%

 

 

30.17

 

 

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

Star's at Cambridge

 

Boston-Cambridge-Newton

 

MA

 

 

 

2017

 

1997

 

 

—

 

 

 

66

 

 

100.0%

 

 

41.18

 

 

Star Market

Star's at Quincy

 

Boston-Cambridge-Newton

 

MA

 

 

 

2017

 

1995

 

 

—

 

 

 

101

 

 

100.0%

 

 

23.63

 

 

Star Market

Star's at West Roxbury

 

Boston-Cambridge-Newton

 

MA

 

 

 

2017

 

2006

 

 

—

 

 

 

76

 

 

97.2%

 

 

26.69

 

 

Shaw's

The Abbot

 

Boston-Cambridge-Newton

 

MA

 

 

 

2017

 

1912

 

 

—

 

 

 

65

 

 

39.9%

 

 

96.60

 

 

-

Twin City Plaza

 

Boston-Cambridge-Newton

 

MA

 

 

 

2006

 

2004

 

 

—

 

 

 

285

 

 

100.0%

 

 

21.42

 

 

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

Festival at Woodholme

 

Baltimore-Columbia-Towson

 

MD

 

40%

 

2005

 

1986

 

 

18,510

 

 

 

81

 

 

83.8%

 

 

40.58

 

 

Trader Joe's

Parkville Shopping Center

 

Baltimore-Columbia-Towson

 

MD

 

40%

 

2005

 

2013

 

 

10,260

 

 

 

165

 

 

96.8%

 

 

16.93

 

 

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

Southside Marketplace

 

Baltimore-Columbia-Towson

 

MD

 

40%

 

2005

 

2011

 

 

12,777

 

 

 

125

 

 

92.0%

 

 

21.73

 

 

Shoppers Food Warehouse

Valley Centre

 

Baltimore-Columbia-Towson

 

MD

 

40%

 

2005

 

1987

 

 

—

 

 

 

220

 

 

97.4%

 

 

15.58

 

 

Aldi,TJ Maxx, Ross Dress for Less, PetSmart, Michael's, Surplus Furniture & Mattress

Village at Lee Airpark (6)

 

Baltimore-Columbia-Towson

 

MD

 

 

 

2005

 

2014

 

 

—

 

 

 

121

 

 

91.6%

 

 

29.74

 

 

Giant, (Sunrise)

Burnt Mills

 

Washington-Arlington-Alexandri

 

MD

 

20%

 

2013

 

2004

 

 

—

 

 

 

31

 

 

100.0%

 

 

40.69

 

 

Trader Joe's

Cloppers Mill Village

 

Washington-Arlington-Alexandri

 

MD

 

40%

 

2005

 

1995

 

 

—

 

 

 

137

 

 

89.8%

 

 

18.18

 

 

Shoppers Food Warehouse, Dollar Tree

Firstfield Shopping Center

 

Washington-Arlington-Alexandri

 

MD

 

40%

 

2005

 

2014

 

 

—

 

 

 

22

 

 

100.0%

 

 

40.64

 

 

-

Takoma Park

 

Washington-Arlington-Alexandri

 

MD

 

40%

 

2005

 

1960

 

 

—

 

 

 

107

 

 

100.0%

 

 

14.41

 

 

Lidl

Watkins Park Plaza

 

Washington-Arlington-Alexandri

 

MD

 

40%

 

2005

 

1985

 

 

—

 

 

 

111

 

 

98.5%

 

 

28.74

 

 

LA Fitness, CVS

Westbard Square

 

Washington-Arlington-Alexandri

 

MD

 

 

 

2017

 

2001

 

 

—

 

 

 

199

 

 

76.2%

 

 

34.91

 

 

Giant, Bowlmor AMF

Woodmoor Shopping Center

 

Washington-Arlington-Alexandri

 

MD

 

40%

 

2005

 

1954

 

 

19,000

 

 

 

69

 

 

92.8%

 

 

34.57

 

 

CVS

Fenton Marketplace

 

Flint

 

MI

 

 

 

1999

 

1999

 

 

—

 

 

 

97

 

 

74.0%

 

 

8.56

 

 

Family Farm & Home

Apple Valley Square

 

Minneapol-St. Paul-Bloomington

 

MN

 

25%

 

2006

 

1998

 

 

—

 

 

 

179

 

 

100.0%

 

 

16.84

 

 

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

Cedar Commons

 

Minneapol-St. Paul-Bloomington

 

MN

 

25%

 

2011

 

1999

 

 

—

 

 

 

66

 

 

97.6%

 

 

27.98

 

 

Whole Foods

Colonial Square

 

Minneapol-St. Paul-Bloomington

 

MN

 

40%

 

2005

 

2014

 

 

19,700

 

 

 

93

 

 

100.0%

 

 

25.81

 

 

Lund's

Rockford Road Plaza

 

Minneapol-St. Paul-Bloomington

 

MN

 

40%

 

2005

 

1991

 

 

20,000

 

 

 

204

 

 

97.5%

 

 

13.59

 

 

Kohl's, PetSmart, HomeGoods, TJ Maxx

Rockridge Center

 

Minneapol-St. Paul-Bloomington

 

MN

 

20%

 

2011

 

2006

 

 

14,500

 

 

 

125

 

 

92.0%

 

 

13.70

 

 

CUB Foods

Brentwood Plaza

 

St. Louis

 

MO

 

 

 

2007

 

2002

 

 

—

 

 

 

60

 

 

100.0%

 

 

11.42

 

 

Schnucks

Bridgeton

 

St. Louis

 

MO

 

 

 

2007

 

2005

 

 

—

 

 

 

71

 

 

100.0%

 

 

12.30

 

 

Schnucks, (Home Depot)

Dardenne Crossing

 

St. Louis

 

MO

 

 

 

2007

 

1996

 

 

—

 

 

 

67

 

 

100.0%

 

 

11.08

 

 

Schnucks

Kirkwood Commons

 

St. Louis

 

MO

 

 

 

2007

 

2000

 

 

6,495

 

 

 

210

 

 

100.0%

 

 

10.13

 

 

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

Blakeney Shopping Center

 

Charlotte-Concord-Gastonia

 

NC

 

 

 

2021

 

2006

 

 

—

 

 

 

383

 

 

97.8%

 

 

25.32

 

 

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

Carmel Commons

 

Charlotte-Concord-Gastonia

 

NC

 

 

 

1997

 

2012

 

 

—

 

 

 

141

 

 

80.0%

 

 

24.52

 

 

Chuck E. Cheese, The Fresh Market, Party City

Cochran Commons

 

Charlotte-Concord-Gastonia

 

NC

 

20%

 

2007

 

2003

 

 

3,721

 

 

 

66

 

 

100.0%

 

 

17.20

 

 

Harris Teeter, (Walgreens)

Providence Commons

 

Charlotte-Concord-Gastonia

 

NC

 

25%

 

2010

 

1994

 

 

—

 

 

 

74

 

 

100.0%

 

 

19.62

 

 

Harris Teeter

30

Property Name

 

CBSA (1)

 

State

 

Owner-
ship
Interest (2)

 

Year
Acquired

 

Year
Constructed
or Last Major
Renovation

 

Mortgages or
Encumbrances
(in 000's)

 

 

Gross
Leasable
Area
(GLA)
(in 000's)

 

 

Percent
Leased (3)

 

Average
Base Rent
(Per Sq
Ft) (4)

 

 

Grocer(s) & Major
Tenant(s) >35,000 SF (5)

Willow Oaks

 

Charlotte-Concord-Gastonia

 

NC

 

 

 

2014

 

2014

 

 

—

 

 

 

65

 

 

100.0%

 

 

17.41

 

 

Publix

Shops at Erwin Mill

 

Durham-Chapel Hill

 

NC

 

55%

 

2012

 

2012

 

 

10,000

 

 

 

91

 

 

96.4%

 

 

19.05

 

 

Harris Teeter

Southpoint Crossing

 

Durham-Chapel Hill

 

NC

 

 

 

1998

 

1998

 

 

—

 

 

 

103

 

 

95.7%

 

 

16.56

 

 

Harris Teeter

Village Plaza

 

Durham-Chapel Hill

 

NC

 

20%

 

2012

 

2020

 

 

12,000

 

 

 

73

 

 

100.0%

 

 

23.55

 

 

Whole Foods

Woodcroft Shopping Center

 

Durham-Chapel Hill

 

NC

 

 

 

1996

 

1984

 

 

—

 

 

 

90

 

 

100.0%

 

 

14.16

 

 

Food Lion, ACE Hardware

Glenwood Village

 

Raleigh-Cary

 

NC

 

 

 

1997

 

1983

 

 

—

 

 

 

43

 

��

100.0%

 

 

17.85

 

 

Harris Teeter

Holly Park

 

Raleigh-Cary

 

NC

 

 

 

2013

 

1969

 

 

—

 

 

 

160

 

 

99.0%

 

 

18.32

 

 

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

Lake Pine Plaza

 

Raleigh-Cary

 

NC

 

 

 

1998

 

1997

 

 

—

 

 

 

88

 

 

100.0%

 

 

13.90

 

 

Harris Teeter

Market at Colonnade Center

 

Raleigh-Cary

 

NC

 

 

 

2009

 

2009

 

 

—

 

 

 

58

 

 

100.0%

 

 

28.11

 

 

Whole Foods

Midtown East

 

Raleigh-Cary

 

NC

 

50%

 

2017

 

2017

 

 

36,000

 

 

 

159

 

 

100.0%

 

 

24.06

 

 

Wegmans

Ridgewood Shopping Center

 

Raleigh-Cary

 

NC

 

20%

 

2018

 

1951

 

 

9,521

 

 

 

93

 

 

85.1%

 

 

19.22

 

 

Whole Foods, Walgreens

Shoppes of Kildaire

 

Raleigh-Cary

 

NC

 

40%

 

2005

 

1986

 

 

20,000

 

 

 

145

 

 

98.9%

 

 

19.43

 

 

Trader Joe's, Aldi, Fitness Connection, Staples

Sutton Square

 

Raleigh-Cary

 

NC

 

20%

 

2006

 

1985

 

 

—

 

 

 

101

 

 

93.3%

 

 

20.37

 

 

The Fresh Market

Village District

 

Raleigh-Cary

 

NC

 

30%

 

2004

 

2018

 

 

75,000

 

 

 

559

 

 

95.1%

 

 

25.19

 

 

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

Chimney Rock (6)

 

New York-Newark-Jersey City

 

NJ

 

 

 

2016

 

2016

 

 

—

 

 

 

218

 

 

98.1%

 

 

36.46

 

 

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

District at Metuchen

 

New York-Newark-Jersey City

 

NJ

 

20%

 

2018

 

2017

 

 

16,000

 

 

 

67

 

 

100.0%

 

 

30.42

 

 

Whole Foods

Plaza Square

 

New York-Newark-Jersey City

 

NJ

 

40%

 

2005

 

1990

 

 

—

 

 

 

104

 

 

80.5%

 

 

17.53

 

 

ShopRite

Riverfront Plaza

 

New York-Newark-Jersey City

 

NJ

 

30%

 

2017

 

1997

 

 

24,000

 

 

 

129

 

 

95.5%

 

 

26.57

 

 

ShopRite

Haddon Commons

 

Philadelphia-Camden-Wilmington

 

NJ

 

40%

 

2005

 

1985

 

 

—

 

 

 

54

 

 

100.0%

 

 

15.12

 

 

Acme Markets

101 7th Avenue

 

New York-Newark-Jersey City

 

NY

 

 

 

2017

 

1930

 

 

—

 

 

 

57

 

 

0.0%

 

 

-

 

 

-

1175 Third Avenue

 

New York-Newark-Jersey City

 

NY

 

 

 

2017

 

1995

 

 

—

 

 

 

25

 

 

100.0%

 

 

116.62

 

 

The Food Emporium

1225-1239 Second Ave

 

New York-Newark-Jersey City

 

NY

 

 

 

2017

 

1987

 

 

—

 

 

 

18

 

 

100.0%

 

 

127.71

 

 

CVS

90 - 30 Metropolitan Avenue

 

New York-Newark-Jersey City

 

NY

 

 

 

2017

 

2007

 

 

—

 

 

 

60

 

 

93.9%

 

 

34.27

 

 

Michaels, Staples, Trader Joe's

Broadway Plaza (6)

 

New York-Newark-Jersey City

 

NY

 

 

 

2017

 

2014

 

 

—

 

 

 

147

 

 

91.8%

 

 

42.08

 

 

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

Clocktower Plaza Shopping Ctr (6)

 

New York-Newark-Jersey City

 

NY

 

 

 

2017

 

1995

 

 

—

 

 

 

79

 

 

100.0%

 

 

49.72

 

 

Stop & Shop

East Meadow

 

New York-Newark-Jersey City

 

NY

 

 

 

2021

 

1980

 

 

—

 

 

 

141

 

 

92.3%

 

 

14.75

 

 

Marshalls, Stew Leonard's

Eastport

 

New York-Newark-Jersey City

 

NY

 

 

 

2021

 

1980

 

 

—

 

 

 

48

 

 

97.3%

 

 

12.72

 

 

King Kullen, Rite Aid

Hewlett Crossing I & II

 

New York-Newark-Jersey City

 

NY

 

 

 

2018

 

1954

 

 

9,061

 

 

 

52

 

 

96.2%

 

 

38.31

 

 

-

Lake Grove Commons

 

New York-Newark-Jersey City

 

NY

 

40%

 

2012

 

2008

 

 

50,000

 

 

 

141

 

 

100.0%

 

 

34.67

 

 

Whole Foods, LA Fitness, PETCO

Rivertowns Square

 

New York-Newark-Jersey City

 

NY

 

 

 

2018

 

2016

 

 

—

 

 

 

116

 

 

92.6%

 

 

25.69

 

 

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

The Gallery at Westbury Plaza

 

New York-Newark-Jersey City

 

NY

 

 

 

2017

 

2013

 

 

—

 

 

 

312

 

 

100.0%

 

 

49.50

 

 

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

The Point at Garden City Park (6)

 

New York-Newark-Jersey City

 

NY

 

 

 

2016

 

2018

 

 

—

 

 

 

105

 

 

98.1%

 

 

29.57

 

 

King Kullen, Ace Hardware

Valley Stream

 

New York-Newark-Jersey City

 

NY

 

 

 

2021

 

1950

 

 

—

 

 

 

99

 

 

95.5%

 

 

28.51

 

 

King Kullen

Wading River

 

New York-Newark-Jersey City

 

NY

 

 

 

2021

 

2002

 

 

—

 

 

 

99

 

 

82.1%

 

 

22.91

 

 

King Kullen, CVS, Ace Hardware

Westbury Plaza

 

New York-Newark-Jersey City

 

NY

 

 

 

2017

 

2004

 

 

88,000

 

 

 

390

 

 

98.7%

 

 

25.93

 

 

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

31

Property Name

 

CBSA (1)

 

State

 

Owner-
ship
Interest (2)

 

Year
Acquired

 

Year
Constructed
or Last Major
Renovation

 

Mortgages or
Encumbrances
(in 000's)

 

 

Gross
Leasable
Area
(GLA)
(in 000's)

 

 

Percent
Leased (3)

 

Average
Base Rent
(Per Sq
Ft) (4)

 

 

Grocer(s) & Major
Tenant(s) >35,000 SF (5)

Cherry Grove

 

Cincinnati

 

OH

 

 

 

1998

 

2012

 

 

—

 

 

 

196

 

 

99.0%

 

 

12.26

 

 

Kroger, Shoe Carnival, TJ Maxx, Tuesday Morning

Hyde Park

 

Cincinnati

 

OH

 

 

 

1997

 

1995

 

 

—

 

 

 

401

 

 

97.4%

 

 

16.96

 

 

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

Red Bank Village

 

Cincinnati

 

OH

 

 

 

2006

 

2018

 

 

—

 

 

 

176

 

 

98.9%

 

 

7.51

 

 

WalMart

Regency Commons

 

Cincinnati

 

OH

 

 

 

2004

 

2004

 

 

—

 

 

 

34

 

 

84.0%

 

 

26.09

 

 

-

West Chester Plaza

 

Cincinnati

 

OH

 

 

 

1998

 

1988

 

 

—

 

 

 

88

 

 

100.0%

 

 

10.22

 

 

Kroger

East Pointe

 

Columbus

 

OH

 

 

 

1998

 

2014

 

 

—

 

 

 

109

 

 

98.7%

 

 

10.93

 

 

Kroger

Kroger New Albany Center

 

Columbus

 

OH

 

50%

 

1999

 

1999

 

 

—

 

 

 

93

 

 

100.0%

 

 

13.26

 

 

Kroger

Northgate Plaza (Maxtown Road)

 

Columbus

 

OH

 

 

 

1998

 

2017

 

 

—

 

 

 

117

 

 

100.0%

 

 

11.87

 

 

Kroger, (Home Depot)

Corvallis Market Center

 

Corvallis

 

OR

 

 

 

2006

 

2006

 

 

—

 

 

 

85

 

 

90.9%

 

 

22.42

 

 

Michaels, TJ Maxx, Trader Joe's

Northgate Marketplace

 

Medford

 

OR

 

 

 

2011

 

2011

 

 

—

 

 

 

81

 

 

91.6%

 

 

22.89

 

 

Trader Joe's, REI, PETCO

Northgate Marketplace Ph II

 

Medford

 

OR

 

 

 

2015

 

2015

 

 

—

 

 

 

177

 

 

97.4%

 

 

17.42

 

 

Dick's Sporting Goods, Homegoods, Marshalls

Greenway Town Center

 

Portland-Vancouver-Hillsboro

 

OR

 

40%

 

2005

 

2014

 

 

10,408

 

 

 

93

 

 

100.0%

 

 

16.28

 

 

Dollar Tree, Rite Aid, Whole Foods

Murrayhill Marketplace

 

Portland-Vancouver-Hillsboro

 

OR

 

 

 

1999

 

2016

 

 

—

 

 

 

150

 

 

86.6%

 

 

19.96

 

 

Safeway, Planet Fitness

Sherwood Crossroads

 

Portland-Vancouver-Hillsboro

 

OR

 

 

 

1999

 

1999

 

 

—

 

 

 

88

 

 

100.0%

 

 

12.33

 

 

Safeway

Tanasbourne Market (6)

 

Portland-Vancouver-Hillsboro

 

OR

 

 

 

2006

 

2006

 

 

—

 

 

 

71

 

 

100.0%

 

 

30.11

 

 

Whole Foods

Walker Center

 

Portland-Vancouver-Hillsboro

 

OR

 

 

 

1999

 

1987

 

 

—

 

 

 

90

 

 

98.4%

 

 

22.36

 

 

Bed Bath & Beyond

Allen Street Shopping Ctr

 

Allentown-Bethlehem-Easton

 

PA

 

40%

 

2005

 

1958

 

 

—

 

 

 

46

 

 

100.0%

 

 

16.25

 

 

Grocery Outlet Bargain Market

Lower Nazareth Commons

 

Allentown-Bethlehem-Easton

 

PA

 

 

 

2007

 

2012

 

 

—

 

 

 

96

 

 

100.0%

 

 

26.00

 

 

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

Stefko Boulevard Shopping Center

 

Allentown-Bethlehem-Easton

 

PA

 

40%

 

2005

 

1976

 

 

—

 

 

 

134

 

 

97.9%

 

 

11.15

 

 

Valley Farm Market, Dollar Tree, Retro Fitness

Hershey (6)

 

Harrisburg-Carlisle

 

PA

 

 

 

2000

 

2000

 

 

—

 

 

 

6

 

 

100.0%

 

 

30.00

 

 

-

City Avenue Shopping Center

 

Philadelphia-Camden-Wilmington

 

PA

 

40%

 

2005

 

1960

 

 

—

 

 

 

162

 

 

84.5%

 

 

20.47

 

 

Ross Dress for Less, TJ Maxx, Dollar Tree

Gateway Shopping Center

 

Philadelphia-Camden-Wilmington

 

PA

 

 

 

2004

 

2016

 

 

—

 

 

 

224

 

 

95.8%

 

 

33.39

 

 

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

Mercer Square Shopping Center

 

Philadelphia-Camden-Wilmington

 

PA

 

40%

 

2005

 

1988

 

 

—

 

 

 

91

 

 

94.7%

 

 

24.18

 

 

Weis Markets

Newtown Square Shopping Center

 

Philadelphia-Camden-Wilmington

 

PA

 

40%

 

2005

 

2020

 

 

20,000

 

 

 

142

 

 

89.8%

 

 

18.97

 

 

Acme Markets, Michael's

Warwick Square Shopping Center

 

Philadelphia-Camden-Wilmington

 

PA

 

40%

 

2005

 

1999

 

 

—

 

 

 

93

 

 

40.4%

 

 

28.44

 

 

-

Indigo Square

 

Charleston-North Charleston

 

SC

 

 

 

2017

 

2017

 

 

—

 

 

 

51

 

 

100.0%

 

 

29.60

 

 

Publix

Merchants Village

 

Charleston-North Charleston

 

SC

 

40%

 

1997

 

1997

 

 

9,000

 

 

 

80

 

 

100.0%

 

 

17.61

 

 

Publix

Harpeth Village Fieldstone

 

Nashvil-Davdsn-Murfree-Frankln

 

TN

 

 

 

1997

 

1998

 

 

—

 

 

 

70

 

 

100.0%

 

 

16.06

 

 

Publix

Northlake Village

 

Nashvil-Davdsn-Murfree-Frankln

 

TN

 

 

 

2000

 

2013

 

 

—

 

 

 

135

 

 

96.0%

 

 

14.90

 

 

Kroger

Peartree Village

 

Nashvil-Davdsn-Murfree-Frankln

 

TN

 

 

 

1997

 

1997

 

 

—

 

 

 

110

 

 

100.0%

 

 

20.11

 

 

Kroger, PETCO

Hancock

 

Austin-Round Rock-Georgetown

 

TX

 

 

 

1999

 

1998

 

 

—

 

 

 

263

 

 

97.7%

 

 

19.08

 

 

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

Market at Round Rock

 

Austin-Round Rock-Georgetown

 

TX

 

 

 

1999

 

1987

 

 

—

 

 

 

123

 

 

97.6%

 

 

18.93

 

 

Sprout's Markets, Office Depot, Tuesday Morning

North Hills

 

Austin-Round Rock-Georgetown

 

TX

 

 

 

1999

 

1995

 

 

—

 

 

 

164

 

 

98.8%

 

 

21.20

 

 

H.E.B.

Shops at Mira Vista

 

Austin-Round Rock-Georgetown

 

TX

 

 

 

2014

 

2002

 

 

192

 

 

 

68

 

 

100.0%

 

 

24.88

 

 

Trader Joe's, Champions Westlake Gymnastics & Cheer

Tech Ridge Center

 

Austin-Round Rock-Georgetown

 

TX

 

 

 

2011

 

2020

 

 

2,066

 

 

 

216

 

 

91.1%

 

 

24.14

 

 

H.E.B., Pinstack

Bethany Park Place

 

Dallas-Fort Worth-Arlington

 

TX

 

 

 

1998

 

1998

 

 

10,200

 

 

 

99

 

 

95.2%

 

 

11.57

 

 

Kroger

CityLine Market

 

Dallas-Fort Worth-Arlington

 

TX

 

 

 

2014

 

2014

 

 

—

 

 

 

81

 

 

100.0%

 

 

29.52

 

 

Whole Foods

CityLine Market Phase II

 

Dallas-Fort Worth-Arlington

 

TX

 

 

 

2015

 

2015

 

 

—

 

 

 

22

 

 

93.8%

 

 

27.03

 

 

CVS

Hillcrest Village

 

Dallas-Fort Worth-Arlington

 

TX

 

 

 

1999

 

1991

 

 

—

 

 

 

15

 

 

100.0%

 

 

47.93

 

 

-

32

Property Name

 

CBSA (1)

 

State

 

Owner-
ship
Interest (2)

 

Year
Acquired

 

Year
Constructed
or Last Major
Renovation

 

Mortgages or
Encumbrances
(in 000's)

 

 

Gross
Leasable
Area
(GLA)
(in 000's)

 

 

Percent
Leased (3)

 

Average
Base Rent
(Per Sq
Ft) (4)

 

 

Grocer(s) & Major
Tenant(s) >35,000 SF (5)

Keller Town Center

 

Dallas-Fort Worth-Arlington

 

TX

 

 

 

1999

 

2014

 

 

—

 

 

 

120

 

 

97.1%

 

 

16.75

 

 

Tom Thumb

Lebanon/Legacy Center

 

Dallas-Fort Worth-Arlington

 

TX

 

 

 

2000

 

2002

 

 

—

 

 

 

56

 

 

88.6%

 

 

28.78

 

 

(WalMart)

Market at Preston Forest

 

Dallas-Fort Worth-Arlington

 

TX

 

 

 

1999

 

1990

 

 

—

 

 

 

96

 

 

100.0%

 

 

22.08

 

 

Tom Thumb

Mockingbird Commons

 

Dallas-Fort Worth-Arlington

 

TX

 

 

 

1999

 

1987

 

 

—

 

 

 

120

 

 

89.2%

 

 

18.91

 

 

Tom Thumb, Ogle School of Hair Design

Preston Oaks (6)

 

Dallas-Fort Worth-Arlington

 

TX

 

 

 

2013

 

1991

 

 

—

 

 

 

104

 

 

78.6%

 

 

36.17

 

 

Central Market, Talbots

Prestonbrook

 

Dallas-Fort Worth-Arlington

 

TX

 

 

 

1998

 

1998

 

 

—

 

 

 

92

 

 

97.7%

 

 

14.90

 

 

Kroger

Shiloh Springs

 

Dallas-Fort Worth-Arlington

 

TX

 

 

 

1998

 

1998

 

 

—

 

 

 

110

 

 

89.8%

 

 

14.59

 

 

Kroger

Alden Bridge

 

Houston-Woodlands-Sugar Land

 

TX

 

 

 

2002

 

1998

 

 

26,000

 

 

 

139

 

 

97.0%

 

 

21.24

 

 

Kroger, Walgreens

Cochran's Crossing

 

Houston-Woodlands-Sugar Land

 

TX

 

 

 

2002

 

1994

 

 

—

 

 

 

138

 

 

95.4%

 

 

19.51

 

 

Kroger

Baybrook East 1A

 

Houston-Woodlands-Sugar Land

 

TX

 

50%

 

2020

 

2020

 

 

—

 

 

 

106

 

 

100.0%

 

 

3.16

 

 

H.E.B

Indian Springs Center

 

Houston-Woodlands-Sugar Land

 

TX

 

 

 

2002

 

2003

 

 

—

 

 

 

137

 

 

99.0%

 

 

25.13

 

 

H.E.B.

Market at Springwoods Village

 

Houston-Woodlands-Sugar Land

 

TX

 

53%

 

2016

 

2018

 

 

5,000

 

 

 

167

 

 

96.2%

 

 

16.93

 

 

Kroger

Panther Creek

 

Houston-Woodlands-Sugar Land

 

TX

 

 

 

2002

 

1994

 

 

—

 

 

 

166

 

 

98.4%

 

 

23.66

 

 

CVS, The Woodlands Childrens Museum, Fitness Project

Southpark at Cinco Ranch

 

Houston-Woodlands-Sugar Land

 

TX

 

 

 

2012

 

2017

 

 

—

 

 

 

265

 

 

98.9%

 

 

13.84

 

 

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

Sterling Ridge

 

Houston-Woodlands-Sugar Land

 

TX

 

 

 

2002

 

2000

 

 

—

 

 

 

129

 

 

97.8%

 

 

21.76

 

 

Kroger, CVS

Sweetwater Plaza

 

Houston-Woodlands-Sugar Land

 

TX

 

20%

 

2001

 

2000

 

 

20,000

 

 

 

134

 

 

93.9%

 

 

17.94

 

 

Kroger, Walgreens

The Village at Riverstone

 

Houston-Woodlands-Sugar Land

 

TX

 

 

 

2016

 

2016

 

 

—

 

 

 

165

 

 

95.4%

 

 

16.80

 

 

Kroger

Weslayan Plaza East

 

Houston-Woodlands-Sugar Land

 

TX

 

40%

 

2005

 

1969

 

 

—

 

 

 

169

 

 

99.1%

 

 

20.94

 

 

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

Weslayan Plaza West

 

Houston-Woodlands-Sugar Land

 

TX

 

40%

 

2005

 

1969

 

 

33,612

 

 

 

186

 

 

92.1%

 

 

20.54

 

 

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

Westwood Village

 

Houston-Woodlands-Sugar Land

 

TX

 

 

 

2006

 

2006

 

 

—

 

 

 

187

 

 

98.8%

 

 

20.30

 

 

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

Woodway Collection

 

Houston-Woodlands-Sugar Land

 

TX

 

40%

 

2005

 

2012

 

 

7,708

 

 

 

97

 

 

93.0%

 

 

30.96

 

 

Whole Foods

Carytown Exchange (7)

 

Richmond

 

VA

 

57%

 

2018

 

2018

 

 

—

 

 

 

116

 

 

70.8%

 

 

23.27

 

 

Publix, CVS

Hanover Village Shopping Center

 

Richmond

 

VA

 

40%

 

2005

 

1971

 

 

—

 

 

 

90

 

 

100.0%

 

 

9.78

 

 

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

Village Shopping Center

 

Richmond

 

VA

 

40%

 

2005

 

1948

 

 

13,974

 

 

 

116

 

 

88.8%

 

 

24.89

 

 

Publix, CVS

Ashburn Farm Village Center

 

Washington-Arlington-Alexandri

 

VA

 

40%

 

2005

 

1996

 

 

—

 

 

 

92

 

 

100.0%

 

 

16.96

 

 

Patel Brothers, The Shop Gym

Belmont Chase

 

Washington-Arlington-Alexandri

 

VA

 

 

 

2014

 

2014

 

 

—

 

 

 

91

 

 

95.0%

 

 

32.70

 

 

Cooper's Hawk Winery, Whole Foods

Braemar Village Center

 

Washington-Arlington-Alexandri

 

VA

 

25%

 

2004

 

2004

 

 

—

 

 

 

104

 

 

100.0%

 

 

23.39

 

 

Safeway

Centre Ridge Marketplace

 

Washington-Arlington-Alexandri

 

VA

 

40%

 

2005

 

1996

 

 

11,640

 

 

 

107

 

 

98.9%

 

 

19.49

 

 

United States Coast Guard Ex, Planet Fitness

Festival at Manchester Lakes

 

Washington-Arlington-Alexandri

 

VA

 

40%

 

2005

 

2021

 

 

—

 

 

 

168

 

 

81.1%

 

 

29.67

 

 

Amazon Fresh, Homesense

Fox Mill Shopping Center

 

Washington-Arlington-Alexandri

 

VA

 

40%

 

2005

 

2013

 

 

22,500

 

 

 

103

 

 

94.2%

 

 

26.94

 

 

Giant

Greenbriar Town Center

 

Washington-Arlington-Alexandri

 

VA

 

40%

 

2005

 

1972

 

 

76,200

 

 

 

340

 

 

96.8%

 

 

27.98

 

 

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

Kamp Washington Shopping Center

 

Washington-Arlington-Alexandri

 

VA

 

40%

 

2005

 

1960

 

 

—

 

 

 

71

 

 

100.0%

 

 

32.69

 

 

PGA Tour Superstore

Kings Park Shopping Center

 

Washington-Arlington-Alexandri

 

VA

 

40%

 

2005

 

2015

 

 

21,800

 

 

 

97

 

 

100.0%

 

 

32.96

 

 

Giant, CVS

Lorton Station Marketplace

 

Washington-Arlington-Alexandri

 

VA

 

20%

 

2006

 

2005

 

 

7,300

 

 

 

136

 

 

67.3%

 

 

26.88

 

 

Amazon Fresh

Point 50

 

Washington-Arlington-Alexandri

 

VA

 

 

 

2007

 

2021

 

 

—

 

 

 

48

 

 

100.0%

 

 

30.77

 

 

Grocer

Saratoga Shopping Center

 

Washington-Arlington-Alexandri

 

VA

 

40%

 

2005

 

1977

 

 

22,800

 

 

 

113

 

 

98.2%

 

 

22.29

 

 

Giant

Shops at County Center

 

Washington-Arlington-Alexandri

 

VA

 

 

 

2005

 

2005

 

 

—

 

 

 

97

 

 

90.9%

 

 

19.32

 

 

Harris Teeter

The Crossing Clarendon (fka Market Common Clarendon)

 

Washington-Arlington-Alexandri

 

VA

 

 

 

2016

 

2001

 

 

—

 

 

 

420

 

 

90.7%

 

 

37.88

 

 

Whole Foods, Crate & Barrel, The Container Store, Barnes & Noble, Pottery Barn, Ethan Allen, The Cheesecake Factory, Life Time Fitness

The Field at Commonwealth

 

Washington-Arlington-Alexandri

 

VA

 

 

 

2017

 

2018

 

 

—

 

 

 

167

 

 

100.0%

 

 

22.42

 

 

Wegmans

33

Property Name

 

CBSA (1)

 

State

 

Owner-
ship
Interest (2)

 

Year
Acquired

 

Year
Constructed
or Last Major
Renovation

 

Mortgages or
Encumbrances
(in 000's)

 

 

Gross
Leasable
Area
(GLA)
(in 000's)

 

 

Percent
Leased (3)

 

Average
Base Rent
(Per Sq
Ft) (4)

 

 

Grocer(s) & Major
Tenant(s) >35,000 SF (5)

Village Center at Dulles

 

Washington-Arlington-Alexandri

 

VA

 

20%

 

2002

 

1991

 

 

46,000

 

 

 

304

 

 

95.6%

 

 

27.04

 

 

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

Willston Centre I

 

Washington-Arlington-Alexandri

 

VA

 

40%

 

2005

 

1952

 

 

—

 

 

 

105

 

 

90.8%

 

 

27.85

 

 

CVS, Fashion K City

Willston Centre II

 

Washington-Arlington-Alexandri

 

VA

 

40%

 

2005

 

2010

 

 

24,992

 

 

 

136

 

 

100.0%

 

 

27.41

 

 

Safeway, (Target), (PetSmart)

6401 Roosevelt

 

Seattle-Tacoma-Bellevue

 

WA

 

 

 

2019

 

1929

 

 

—

 

 

 

8

 

 

100.0%

 

 

23.44

 

 

-

Aurora Marketplace

 

Seattle-Tacoma-Bellevue

 

WA

 

40%

 

2005

 

1991

 

 

13,400

 

 

 

107

 

 

100.0%

 

 

17.30

 

 

Safeway, TJ Maxx

Ballard Blocks I

 

Seattle-Tacoma-Bellevue

 

WA

 

50%

 

2018

 

2007

 

 

—

 

 

 

132

 

 

95.8%

 

 

27.45

 

 

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

Ballard Blocks II

 

Seattle-Tacoma-Bellevue

 

WA

 

50%

 

2018

 

2018

 

 

—

 

 

 

117

 

 

99.3%

 

 

33.40

 

 

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

Broadway Market

 

Seattle-Tacoma-Bellevue

 

WA

 

20%

 

2014

 

1988

 

 

21,500

 

 

 

140

 

 

97.9%

 

 

28.78

 

 

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

Cascade Plaza

 

Seattle-Tacoma-Bellevue

 

WA

 

20%

 

1999

 

1999

 

 

—

 

 

 

206

 

 

97.7%

 

 

13.29

 

 

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

Eastgate Plaza

 

Seattle-Tacoma-Bellevue

 

WA

 

40%

 

2005

 

2021

 

 

22,000

 

 

 

85

 

 

100.0%

 

 

31.21

 

 

Safeway, Rite Aid

Grand Ridge Plaza

 

Seattle-Tacoma-Bellevue

 

WA

 

 

 

2012

 

2018

 

 

—

 

 

 

331

 

 

97.5%

 

 

25.75

 

 

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

Inglewood Plaza

 

Seattle-Tacoma-Bellevue

 

WA

 

 

 

1999

 

1985

 

 

—

 

 

 

17

 

 

100.0%

 

 

44.55

 

 

-

Klahanie Shopping Center

 

Seattle-Tacoma-Bellevue

 

WA

 

 

 

2016

 

1998

 

 

—

 

 

 

67

 

 

95.8%

 

 

36.16

 

 

(QFC)

Melrose Market

 

Seattle-Tacoma-Bellevue

 

WA

 

 

 

2019

 

2009

 

 

—

 

 

 

21

 

 

87.2%

 

 

32.44

 

 

-

Overlake Fashion Plaza

 

Seattle-Tacoma-Bellevue

 

WA

 

40%

 

2005

 

2020

 

 

—

 

 

 

87

 

 

100.0%

 

 

28.97

 

 

Marshalls, Bevmo!, Amazon Go Grocery

Pine Lake Village

 

Seattle-Tacoma-Bellevue

 

WA

 

 

 

1999

 

1989

 

 

—

 

 

 

103

 

 

96.7%

 

 

25.41

 

 

Quality Food Centers, Rite Aid

Roosevelt Square

 

Seattle-Tacoma-Bellevue

 

WA

 

 

 

2017

 

2017

 

 

—

 

 

 

150

 

 

96.0%

 

 

26.69

 

 

Whole Foods, Bartell, Guitar Center, LA Fitness

Sammamish-Highlands

 

Seattle-Tacoma-Bellevue

 

WA

 

 

 

1999

 

2013

 

 

—

 

 

 

101

 

 

97.5%

 

 

38.07

 

 

Trader Joe's, Bartell Drugs, (Safeway)

Southcenter

 

Seattle-Tacoma-Bellevue

 

WA

 

 

 

1999

 

1990

 

 

—

 

 

 

58

 

 

93.0%

 

 

31.91

 

 

(Target)

Regency Centers Total

 

 

 

 

 

 

 

 

 

 

 

$

1,921,016

 

 

 

51,164

 

 

94.0%

 

$

23.18

 

 

 

(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 further information aboutat least two calendar years (“development properties” or “properties in development”). If development properties are excluded, the total percentage leased would be 94.1% for our ConsolidatedCombined 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 Unconsolidated Properties.
recovery revenue.

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 SF
200 Potrero San Francisco-Oakland-Hayward CA   2017 1928 $— 31 100.0% $12.98 --
4S Commons Town Center San Diego-Carlsbad CA 85% 2004 2004 85,000 240 100.0% 33.67 Ralphs, Jimbo's...Naturally!
Amerige Heights Town Center Los Angeles-Long Beach-Anaheim CA   2000 2000 — 89 100.0% 29.75 Albertsons, (Target)
Balboa Mesa Shopping Center San Diego-Carlsbad CA   2012 1969 — 207 100.0% 25.83 Von's Food & Drug, Kohl's
Bayhill Shopping Center San Francisco-Oakland-Hayward CA 40% 2005 1990/2018 19,964 122 95.7% 25.02 Mollie Stone's Market
Blossom Valley San Jose-Sunnyvale-Santa Clara CA 20% 1999 1990 22,300 93 96.7% 26.77 Safeway
Brea Marketplace (6)
 Los Angeles-Long Beach-Anaheim CA 40% 2005 1987 45,026 352 99.2% 19.24 Sprout's Markets, Target, 24 Hour Fitness
Circle Center West Los Angeles-Long Beach-Anaheim CA   2017 1989 9,864 64 100.0% 27.67 --
Clayton Valley Shopping Center San Francisco-Oakland-Hayward CA   2003 2004 — 260 91.5% 22.29 Grocery Outlet, Orchard Supply Hardware
Corral Hollow Stockton-Lodi CA 25% 2000 2000 — 167 100.0% 17.48 Safeway, Orchard Supply & Hardware
Costa Verde Center San Diego-Carlsbad CA   1999 1988 — 179 89.5% 34.68 Bristol Farms
Culver Center Los Angeles-Long Beach-Anaheim CA   2017 1950 — 217 95.7% 31.59 Ralphs, Best Buy, LA Fitness
Diablo Plaza San Francisco-Oakland-Hayward CA   1999 1982 — 63 100.0% 40.11 (Safeway)
El Camino Shopping Center Los Angeles-Long Beach-Anaheim CA   1999 1995 — 136 97.7% 37.41 Bristol Farms, Trader Joe's
El Cerrito Plaza San Francisco-Oakland-Hayward CA   2000 2000 — 256 97.0% 29.83 (Lucky's), Trader Joe's
El Norte Pkwy Plaza San Diego-Carlsbad CA   1999 1984 — 91 97.0% 18.53 Von's Food & Drug
Encina Grande San Francisco-Oakland-Hayward CA   1999 1965 — 106 100.0% 31.43 Whole Foods
Five Points Shopping Center Santa Maria-Santa Barbara CA 40% 2005 1960 25,495 145 98.7% 28.66 Smart & Final
Folsom Prairie City Crossing Sacramento--Roseville--Arden-Arcade CA   1999 1999 — 90 100.0% 20.90 Safeway
French Valley Village Center Riverside-San Bernardino-Ontario CA   2004 2004 — 99 98.6% 26.79 Stater Bros.
Friars Mission Center San Diego-Carlsbad CA   1999 1989 — 147 99.1% 35.09 Ralphs
Gateway 101 San Francisco-Oakland-Hayward 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 2002 — 85 95.7% 27.98 Gelson's Markets
Golden Hills Plaza San Luis Obispo-Paso Robles-Arroyo Grande CA   2006 2006 — 244 97.5% 7.58 Lowe's
Granada Village Los Angeles-Long Beach-Anaheim CA 40% 2005 1965 50,000 226 98.8% 23.88 Sprout's Markets
Hasley Canyon Village Los Angeles-Long Beach-Anaheim CA 20% 2003 2003 16,000 66 100.0% 25.43 Ralphs
Heritage Plaza Los Angeles-Long Beach-Anaheim CA   1999 1981 — 230 100.0% 37.39 Ralphs
Jefferson Square Riverside-San Bernardino-Ontario CA   2007 2007 — 38 48.9% 16.07 --
Laguna Niguel Plaza Los Angeles-Long Beach-Anaheim CA 40% 2005 1985 — 42 100.0% 28.54 (Albertsons)
Marina Shores Los Angeles-Long Beach-Anaheim CA 20% 2008 2001 10,489 68 100.0% 36.21 Whole Foods
Mariposa Shopping Center San Jose-Sunnyvale-Santa Clara CA 40% 2005 1957/2018 19,309 127 97.7% 19.98 Safeway
Morningside Plaza Los Angeles-Long Beach-Anaheim CA   1999 1996 — 91 95.7% 23.12 Stater Bros.
Navajo Shopping Center San Diego-Carlsbad CA 40% 2005 1964 7,870 102 100.0% 14.55 Albertsons
Newland Center Los Angeles-Long Beach-Anaheim CA   1999 1985 — 152 100.0% 26.17 Albertsons
(5)


Major tenants are the grocery anchor and any tenant 10,000 square feet or greater. 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.

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 SF
Oak Shade Town Center Sacramento--Roseville--Arden-Arcade CA   2011 1998 7,570 104 96.3% 22.67 Safeway
Oakbrook Plaza Oxnard-Thousand Oaks-Ventura CA   1999 1982 — 83 98.8% 20.83 Gelson's Markets
Parnassus Heights Medical San Francisco-Oakland-Hayward CA 50% 2017 1968 — 146 99.6% 83.75 Central Parking System
Persimmon Place San Francisco-Oakland-Hayward CA   2014 2014 — 153 100.0% 35.03 Whole Foods, Nordstrom Rack
Plaza Escuela San Francisco-Oakland-Hayward CA   2017 2002 — 155 98.8% 44.89 --
Plaza Hermosa Los Angeles-Long Beach-Anaheim CA   1999 1984 — 95 92.8% 26.11 Von's Food & Drug
Pleasant Hill Shopping Center San Francisco-Oakland-Hayward CA 40% 2005 1970 50,000 227 100.0% 22.77 Target, Burlington
Pleasanton Plaza San Francisco-Oakland-Hayward CA   2017 1981 — 163 76.8% 11.08 JCPenney
Point Loma Plaza San Diego-Carlsbad CA 40% 2005 1987 24,901 205 98.8% 22.70 Von's Food & Drug
Potrero Center San Francisco-Oakland-Hayward CA   2017 1968 — 227 83.5% 33.82 Safeway
Powell Street Plaza San Francisco-Oakland-Hayward CA   2001 1987 — 166 91.2% 34.56 Trader Joe's
Raley's Supermarket Sacramento--Roseville--Arden-Arcade CA 20% 2007 1964 — 63 100.0% 12.50 Raley's
Ralphs Circle Center Los Angeles-Long Beach-Anaheim CA   2017 1983 — 60 100.0% 18.33 Ralphs
Rancho San Diego Village San Diego-Carlsbad CA 40% 2005 1981 21,468 153 94.6% 22.23 Smart & Final
Rona Plaza Los Angeles-Long Beach-Anaheim CA   1999 1989 — 52 100.0% 21.04 Superior Super Warehouse
San Carlos Marketplace San Francisco-Oakland-Hayward CA   2017 1999 — 154 100.0% 35.23 TJ Maxx, Best Buy
Scripps Ranch Marketplace San Diego-Carlsbad CA   2017 2017 27,000 132 100.0% 30.49 Vons
San Leandro Plaza San Francisco-Oakland-Hayward CA   1999 1982 — 50 100.0% 36.54 (Safeway)
Seal Beach Los Angeles-Long Beach-Anaheim CA 20% 2002 1966 2,200 97 95.7% 25.62 Von's Food & Drug
Sequoia Station San Francisco-Oakland-Hayward CA   1999 1996 — 103 100.0% 40.70 (Safeway)
Serramonte Center San Francisco-Oakland-Hayward CA   2017 1968 — 1,074 97.4% 24.74 Macy's, Target, Dick's Sporting Goods, JCPenney, Dave & Buster's, Nordstrom Rack
Shoppes at Homestead San Jose-Sunnyvale-Santa Clara CA   1999 1983 — 113 100.0% 23.10 (Orchard Supply Hardware)
Silverado Plaza Napa CA 40% 2005 1974 9,639 85 99.0% 17.77 Nob Hill
Snell & Branham Plaza San Jose-Sunnyvale-Santa Clara CA 40% 2005 1988 12,867 92 100.0% 19.20 Safeway
South Bay Village Los Angeles-Long Beach-Anaheim CA   2012 2012 — 108 100.0% 20.31 Wal-Mart, Orchard Supply Hardware
Talega Village Center Los Angeles-Long Beach-Anaheim CA   2017 2007 — 102 100.0% 22.43 Ralphs
Tassajara Crossing San Francisco-Oakland-Hayward CA   1999 1990 — 146 99.3% 24.29 Safeway
The Hub Hillcrest Market San Diego-Carlsbad CA   2012 1990 — 149 95.2% 38.78 Ralphs, Trader Joe's
The Marketplace Shopping Ctr Sacramento--Roseville--Arden-Arcade CA   2017 1990 — 111 96.7% 24.80 Safeway
Town and Country Center Los Angeles-Long Beach-Anaheim CA 9.4% 2018 1962/1992 90,000 230 40.0% 38.88 Whole Foods
Tustin Legacy Los Angeles-Long Beach-Anaheim CA   2016 2017 — 112 100.0% 31.57 Stater Bros.
Twin Oaks Shopping Center Los Angeles-Long Beach-Anaheim CA 40% 2005 1978/2018 9,507 98 98.2% 20.16 Ralphs
Twin Peaks San Diego-Carlsbad CA   1999 1988 — 208 100.0% 20.84 Target, Atlas International Market
Valencia Crossroads Los Angeles-Long Beach-Anaheim CA   2002 2003 — 173 100.0% 26.63 Whole Foods, Kohl's
Village at La Floresta Los Angeles-Long Beach-Anaheim CA   2014 2014 — 87 100.0% 33.89 Whole Foods
Von's Circle Center Los Angeles-Long Beach-Anaheim CA   2017 1972 7,699 151 100.0% 21.87 Von's, Ross Dress for Less
West Park Plaza San Jose-Sunnyvale-Santa Clara CA   1999 1996 — 88 100.0% 18.13 Safeway
(6)


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

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 SF
Westlake Village Plaza and Center Oxnard-Thousand Oaks-Ventura CA   1999 1975 — 201 97.4% 45.50 Von's Food & Drug and Sprouts
Willows Shopping Center (6)
 San Francisco-Oakland-Hayward CA   2017 2015 — 249 88.9% 29.53 --
Woodman Van Nuys Los Angeles-Long Beach-Anaheim CA   1999 1992 — 108 100.0% 15.90 El Super
Woodside Central San Francisco-Oakland-Hayward CA   1999 1993 — 81 98.5% 25.08 (Target)
Ygnacio Plaza San Francisco-Oakland-Hayward CA 40% 2005 1968 26,179 110 100.0% 37.44 Sports Basement
Applewood Shopping Center Denver-Aurora-Lakewood CO 40% 2005 1956 — 353 90.9% 13.27 King Soopers, Hobby Lobby
Alcove On Arapahoe (fka Arapahoe Village) Boulder CO 40% 2005 1957 13,428 159 95.0% 18.53 Safeway
Belleview Square Denver-Aurora-Lakewood CO   2004 1978 — 117 100.0% 20.06 King Soopers
Boulevard Center Denver-Aurora-Lakewood CO   1999 1986 — 79 74.2% 30.47 (Safeway)
Buckley Square Denver-Aurora-Lakewood CO   1999 1978 — 116 96.4% 11.40 King Soopers
Centerplace of Greeley III Phase I Greeley CO   2007 2007 — 119 100.0% 12.07 Hobby Lobby
Cherrywood Square Denver-Aurora-Lakewood CO 40% 2005 1978 4,145 97 96.3% 10.24 King Soopers
Crossroads Commons Boulder CO 20% 2001 1986 15,922 143 98.7% 27.55 Whole Foods
Crossroads Commons II Boulder CO 20% 2018 1995 — 20 47.0% 29.24 (Whole Foods, Barnes & Noble)
Falcon Marketplace Colorado Springs CO   2005 2005 — 22 93.8% 23.01 (Wal-Mart)
Hilltop Village Denver-Aurora-Lakewood CO   2002 2003 — 100 100.0% 11.23 King Soopers
Kent Place Denver-Aurora-Lakewood CO 50% 2011 2011 8,250 48 100.0% 20.76 King Soopers
Littleton Square Denver-Aurora-Lakewood CO   1999 1997 — 99 95.4% 10.36 King Soopers
Lloyd King Center Denver-Aurora-Lakewood CO   1998 1998 — 83 98.3% 12.06 King Soopers
Marketplace at Briargate Colorado Springs CO   2006 2006 — 29 90.0% 32.24 (King Soopers)
Monument Jackson Creek Colorado Springs CO   1998 1999 — 85 100.0% 12.10 King Soopers
Ralston Square Shopping Center Denver-Aurora-Lakewood CO 40% 2005 1977 4,145 83 97.0% 11.48 King Soopers
Shops at Quail Creek Denver-Aurora-Lakewood CO   2008 2008 — 38 92.5% 28.91 (King Soopers)
Stroh Ranch Denver-Aurora-Lakewood CO   1998 1998 — 93 100.0% 13.32 King Soopers
Woodmen Plaza Colorado Springs CO   1998 1998 — 116 94.4% 13.21 King Soopers
22 Crescent Road Bridgeport-Stamford-Norwalk CT   2017 1984 — 4 100.0% 60.00 --
91 Danbury Road Bridgeport-Stamford-Norwalk CT   2017 1965 — 5 100.0% 27.45 --
Black Rock Bridgeport-Stamford-Norwalk CT 80% 2014 1996 20,000 98 97.8% 29.14 --
Brick Walk (6)
 Bridgeport-Stamford-Norwalk CT 80% 2014 2007 33,000 123 88.3% 47.76 --
Brookside Plaza Hartford-West Hartford-East Hartford CT   2017 1985 — 217 91.4% 14.57 ShopRite
Compo Acres Shopping Center Bridgeport-Stamford-Norwalk CT   2017 1960 — 43 100.0% 49.45 Trader Joe's
Copps Hill Plaza Bridgeport-Stamford-Norwalk CT   2017 1979 13,293 185 100.0% 14.19 Stop & Shop, Kohl's
Corbin's Corner Hartford-West Hartford-East Hartford CT 40% 2005 1962 37,899 186 80.1% 34.53 Trader Joe's, Best Buy, The Tile Shop
Danbury Green Bridgeport-Stamford-Norwalk CT   2017 1985 — 124 100.0% 23.99 Trader Joe's
Darinor Plaza (6)
 Bridgeport-Stamford-Norwalk CT   2017 1978 — 153 100.0% 18.96 Kohl's
Fairfield Center (6)
 Bridgeport-Stamford-Norwalk CT 80% 2014 2000 — 94 89.6% 34.74 --
Post Road Plaza Bridgeport-Stamford-Norwalk CT   2017 1978 — 20 100.0% 53.92 Trader Joe's
(7)


Property in development.

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 SF
Southbury Green New Haven-Milford CT   2017 1979 — 156 96.4% 22.66 ShopRite
The Village Center Bridgeport-Stamford-Norwalk CT   2017 1973 13,434 90 84.5% 40.72 The Fresh Market
Walmart Norwalk Bridgeport-Stamford-Norwalk CT   2017 1956 — 142 100.0% 0.56 Wal-Mart
Shops at The Columbia Washington-Arlington-Alexandria DC 25% 2006 2006 — 23 85.8% 41.19 Trader Joe's
Spring Valley Shopping Center Washington-Arlington-Alexandria DC 40% 2005 1930 12,008 17 82.4% 113.49 --
Pike Creek Philadelphia-Camden-Wilmington DE   1998 1981 — 232 95.6% 14.88 Acme Markets, K-Mart
Shoppes of Graylyn Philadelphia-Camden-Wilmington DE 40% 2005 1971 — 64 90.1% 23.78 --
Alafaya Village Orlando-Kissimmee-Sanford FL   2017 1986 — 38 93.9% 21.93 (Lucky's)
Anastasia Plaza Jacksonville FL   1993 1988 — 102 95.9% 13.67 Publix
Atlantic Village Jacksonville FL   2017 1984 — 105 92.5% 16.88 LA Fitness
Aventura Shopping Center Miami-Fort Lauderdale-West Palm Beach FL   1994 1974 — 97 98.9% 36.74 Publix
Aventura Square (6)
 Miami-Fort Lauderdale-West Palm Beach FL   2017 1991 7,083 144 79.3% 37.88 Bed, Bath & Beyond
Banco Popular Building Miami-Fort Lauderdale-West Palm Beach FL   2017 1971 — 33 33.4% 25.74 --
Berkshire Commons Naples-Immokalee-Marco Island FL   1994 1992 — 110 97.5% 14.29 Publix
Bird 107 Plaza Miami-Fort Lauderdale-West Palm Beach FL   2017 1962 — 40 100.0% 20.25 --
Bird Ludlum Miami-Fort Lauderdale-West Palm Beach FL   2017 1988 — 192 98.5% 23.22 Winn-Dixie
Bloomingdale Square Tampa-St. Petersburg-Clearwater FL   1998 1987/2018 — 254 90.8% 15.34 Publix, Bealls
Bluffs Square Shoppes Miami-Fort Lauderdale-West Palm Beach FL   2017 1986 — 124 96.3% 14.33 Publix
Boca Village Square Miami-Fort Lauderdale-West Palm Beach FL   2017 1978 — 92 97.6% 22.19 Publix Greenwise
Boynton Lakes Plaza Miami-Fort Lauderdale-West Palm Beach FL   1997 1993 — 110 94.9% 16.62 Publix
Boynton Plaza Miami-Fort Lauderdale-West Palm Beach FL   2017 1978 — 105 94.4% 21.59 Publix
Brooklyn Station on Riverside Jacksonville FL   2013 2013 — 50 100.0% 26.21 The Fresh Market
Caligo Crossing Miami-Fort Lauderdale-West Palm Beach FL   2007 2007 — 11 35.0% 54.73 (Kohl's)
Carriage Gate Tallahassee FL   1994 1978 — 73 100.0% 22.60 Trader Joe's
Cashmere Corners Port St. Lucie FL   2017 2001 — 86 83.7% 13.65 Wal-Mart
Charlotte Square Punta Gorda FL   2017 1980 — 91 78.3% 10.38 Wal-Mart
Chasewood Plaza Miami-Fort Lauderdale-West Palm Beach FL   1993 1986 — 151 99.0% 25.60 Publix
Concord Shopping Plaza Miami-Fort Lauderdale-West Palm Beach FL   2017 1962 27,750 309 95.4% 12.22 Winn-Dixie, Home Depot
Coral Reef Shopping Center Miami-Fort Lauderdale-West Palm Beach FL   2017 1968 — 75 98.8% 31.12 Aldi
Corkscrew Village Cape Coral-Fort Myers FL   2007 1997 — 82 95.3% 13.84 Publix
Country Walk Plaza Miami-Fort Lauderdale-West Palm Beach FL 30% 2017 1985 16,000 101 91.0% 19.85 Publix
Countryside Shops Miami-Fort Lauderdale-West Palm Beach FL   2017 1986 — 193 93.2% 18.65 Publix, Stein Mart
Courtyard Shopping Center Jacksonville FL   1993 1987 — 137 100.0% 3.50 (Publix), Target
Fleming Island Jacksonville FL   1998 2000 — 132 97.5% 15.96 Publix, (Target)
Fountain Square Miami-Fort Lauderdale-West Palm Beach FL   2013 2013 — 177 96.4% 25.80 Publix, (Target)
Garden Square Miami-Fort Lauderdale-West Palm Beach FL   1997 1991 — 90 100.0% 18.01 Publix
Glengary Shoppes North Port-Sarasota-Bradenton FL   2017 1995 — 93 100.0% 21.93 Best Buy



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 SF
Shoppes of Grande Oak Cape Coral-Fort Myers FL   2000 2000 — 79 100.0% 16.26 Publix
Greenwood Shopping Centre Miami-Fort Lauderdale-West Palm Beach FL   2017 1982 — 133 92.0% 15.32 Publix
Hammocks Town Center Miami-Fort Lauderdale-West Palm Beach FL   2017 1987 — 184 98.7% 17.22 Publix, Metro-Dade Public Library, (Kendall Ice Arena)
Hibernia Pavilion Jacksonville FL   2006 2006 — 51 89.6% 15.95 Publix
Homestead McDonald's Miami-Fort Lauderdale-West Palm Beach FL   2017 2014 — 4 100.0% 27.74 --
John's Creek Center Jacksonville FL 20% 2003 2004 9,000 75 100.0% 15.35 Publix
Julington Village Jacksonville FL 20% 1999 1999 10,000 82 100.0% 16.19 Publix
Kirkman Shoppes Orlando-Kissimmee-Sanford FL   2017 1973 — 115 96.7% 23.34 LA Fitness
Lake Mary Centre Orlando-Kissimmee-Sanford FL   2017 1988 — 360 93.7% 15.65 Academy Sports, Hobby Lobby, LA Fitness
Lantana Outparcels Miami-Fort Lauderdale-West Palm Beach FL   2017 1976 — 17 100.0% 18.28 --
Mandarin Landing Jacksonville FL   2017 1976 — 140 90.0% 18.06 Whole Foods
Millhopper Shopping Center Gainesville FL   1993 1974 — 83 100.0% 17.40 Publix
Naples Walk Shopping Center Naples-Immokalee-Marco Island FL   2007 1999 — 125 91.8% 16.42 Publix
Newberry Square Gainesville FL   1994 1986 — 181 91.5% 7.70 Publix, K-Mart
Nocatee Town Center Jacksonville FL   2007 2007 — 107 100.0% 19.77 Publix
Northgate Square Tampa-St. Petersburg-Clearwater FL   2007 1995 — 75 100.0% 15.02 Publix
Oakleaf Commons Jacksonville FL   2006 2006 — 74 98.1% 14.96 Publix
Ocala Corners (6)
 Tallahassee FL   2000 2000 4,148 87 98.6% 14.90 Publix
Old St Augustine Plaza Jacksonville FL   1996 1990 — 256 100.0% 9.97 Publix, Burlington Coat Factory, Hobby Lobby
Pablo Plaza Jacksonville FL   2017 1974 — 158 100.0% 16.63 Whole Foods
Pavillion Naples-Immokalee-Marco Island FL   2017 1982 — 168 90.2% 21.23 LA Fitness
Shoppes of Pebblebrook Plaza Naples-Immokalee-Marco Island FL 50% 2000 2000 — 77 100.0% 15.27 Publix
Pine Island Miami-Fort Lauderdale-West Palm Beach FL   2017 1999 — 255 96.9% 14.58 Publix, Burlington Coat Factory
Pine Ridge Square Miami-Fort Lauderdale-West Palm Beach FL   2017 1986 — 118 97.0% 17.86 The Fresh Market
Pine Tree Plaza Jacksonville FL   1997 1999 — 63 90.4% 14.07 Publix
Pinecrest Place (6) (7)
 Miami-Fort Lauderdale-West Palm Beach FL   2017 2017 — 70 87.3% 38.79 Whole Foods, (Target)
Plaza Venezia Orlando-Kissimmee-Sanford FL 20% 2016 2000 36,500 202 99.5% 26.29 Publix
Point Royale Shopping Center Miami-Fort Lauderdale-West Palm Beach FL   2017 1970 — 202 98.2% 15.28 Winn-Dixie, Burlington Coat Factory
Prosperity Centre Miami-Fort Lauderdale-West Palm Beach FL   2017 1993 — 124 93.5% 21.54 Bed, Bath & Beyond
Regency Square Tampa-St. Petersburg-Clearwater FL   1993 1986 — 352 97.5% 18.48 AMC Theater, (Best Buy), (Macdill)
Ryanwood Square Sebastian-Vero Beach FL   2017 1987 — 115 88.8% 11.25 Publix
Salerno Village Port St. Lucie FL   2017 1987 — 5 100.0% 16.53 --
Sawgrass Promenade Miami-Fort Lauderdale-West Palm Beach FL   2017 1982 — 107 91.5% 12.51 Publix
Seminole Shoppes Jacksonville FL 50% 2009 2009 8,865 87 98.4% 22.85 Publix
Sheridan Plaza Miami-Fort Lauderdale-West Palm Beach FL   2017 1973 — 506 94.1% 18.21 Publix, Kohl's, LA Fitness
Shoppes @ 104 Miami-Fort Lauderdale-West Palm Beach FL   1998 1990/2018 — 112 100.0% 18.93 Winn-Dixie



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 SF
Shoppes at Bartram Park Jacksonville FL 50% 2005 2004 — 134 99.0% 20.26 Publix, (Kohl's)
Shoppes at Lago Mar Miami-Fort Lauderdale-West Palm Beach FL   2017 1995 — 83 95.8% 15.51 Publix
Shoppes at Sunlake Centre Tampa-St. Petersburg-Clearwater FL   2017 2008 — 98 100.0% 21.11 Publix
Shoppes of Jonathan's Landing Miami-Fort Lauderdale-West Palm Beach FL   2017 1997 — 27 100.0% 24.61 (Publix)
Shoppes of Oakbrook Miami-Fort Lauderdale-West Palm Beach FL   2017 1974 4,626 200 98.2% 16.69 Publix, Stein Mart
Shoppes of Silver Lakes Miami-Fort Lauderdale-West Palm Beach FL   2017 1995 — 127 92.6% 19.06 Publix
Shoppes of Sunset Miami-Fort Lauderdale-West Palm Beach FL   2017 1979 — 22 77.7% 25.95 --
Shoppes of Sunset II Miami-Fort Lauderdale-West Palm Beach FL   2017 1980 — 28 67.6% 22.92 --
Shops at John's Creek Jacksonville FL   2003 2004 — 15 100.0% 23.11 --
Shops at Skylake Miami-Fort Lauderdale-West Palm Beach FL   2017 1999 — 287 91.4% 22.44 Publix, LA Fitness
South Beach Regional Jacksonville FL   2017 1990 — 308 98.8% 14.97 Trader Joe's, Home Depot, Steain Mart
South Point Sebastian-Vero Beach FL   2017 2003 — 65 95.7% 16.80 Publix
Starke (6)
 Other FL   2000 2000 — 13 100.0% 25.56 --
Suncoast Crossing (6)
 Tampa-St. Petersburg-Clearwater FL   2007 2007 — 118 97.6% 5.29 Kohl's, (Target)
Tamarac Town Square Miami-Fort Lauderdale-West Palm Beach FL   2017 1987 — 125 73.8% 12.97 Publix
The Grove Orlando-Kissimmee-Sanford FL 30% 2017 2004 22,500 152 100.0% 16.77 Publix, LA Fitness
The Plaza at St. Lucie West Port St. Lucie FL   2017 2006 — 27 81.7% 24.02 --
The Village at Hunter's Lake (7)
 Tampa-St. Petersburg-Clearwater FL   2018 2018 — 72 68.4% 21.54 0
Town and Country Orlando-Kissimmee-Sanford FL   2017 1993 — 78 100.0% 10.54 Ross Dress for Less
Town Square Tampa-St. Petersburg-Clearwater FL   1997 1999 — 44 100.0% 31.91 --
Treasure Coast Plaza Sebastian-Vero Beach FL   2017 1983 2,746 134 94.7% 16.12 Publix
Unigold Shopping Center Orlando-Kissimmee-Sanford FL   2017 1987 — 115 95.0% 14.91 Lucky's
University Commons (6)
 Miami-Fort Lauderdale-West Palm Beach FL   2015 2001 36,425 180 100.0% 31.62 Whole Foods, Nordstrom Rack
Veranda Shoppes Miami-Fort Lauderdale-West Palm Beach FL 30% 2017 2007 9,000 45 100.0% 27.50 Publix
Village Center Tampa-St. Petersburg-Clearwater FL   1995 1993 — 187 95.7% 20.15 Publix
Waterstone Plaza Miami-Fort Lauderdale-West Palm Beach FL   2017 2005 — 61 100.0% 16.69 Publix
Welleby Plaza Miami-Fort Lauderdale-West Palm Beach FL   1996 1982 — 110 97.0% 13.55 Publix
Wellington Town Square Miami-Fort Lauderdale-West Palm Beach FL   1996 1982 — 112 100.0% 25.46 Publix
West Bird Plaza Miami-Fort Lauderdale-West Palm Beach FL   2017 1977 — 100 86.5% 18.38 Publix
West Lake Shopping Center Miami-Fort Lauderdale-West Palm Beach FL   2017 1984 — 101 95.8% 18.84 Winn-Dixie
Westchase Tampa-St. Petersburg-Clearwater FL   2007 1998 — 79 100.0% 16.73 Publix
Westport Plaza Miami-Fort Lauderdale-West Palm Beach FL   2017 2002 2,651 47 100.0% 18.93 Publix
Willa Springs Orlando-Kissimmee-Sanford FL 20% 2000 2000 16,700 90 100.0% 21.07 Publix
Young Circle Shopping Center Miami-Fort Lauderdale-West Palm Beach FL   2017 1962 — 65 94.8% 15.12 Publix
Ashford Place Atlanta-Sandy Springs-Roswell GA   1997 1993 — 53 100.0% 21.75 --
Briarcliff La Vista Atlanta-Sandy Springs-Roswell GA   1997 1962 — 43 100.0% 20.43 --
Briarcliff Village (6)
 Atlanta-Sandy Springs-Roswell GA   1997 1990 — 190 98.4% 16.38 Publix



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 SF
Bridgemill Market Atlanta-Sandy Springs-Roswell GA   2017 2000 5,109 89 86.1% 16.03 Publix
Brighten Park Atlanta-Sandy Springs-Roswell GA   1997 1986 — 137 95.7% 25.90 The Fresh Market
Buckhead Court Atlanta-Sandy Springs-Roswell GA   1997 1984 — 49 98.2% 26.44 --
Buckhead Station Atlanta-Sandy Springs-Roswell GA   2017 1996 — 234 100.0% 24.12 Nordstrom Rack, TJ Maxx, Bed, Bath & Beyond
Cambridge Square Atlanta-Sandy Springs-Roswell GA   1996 1979 — 71 100.0% 15.59 Kroger
Chastain Square Atlanta-Sandy Springs-Roswell GA   2017 1981 — 92 98.4% 21.83 Publix
Cornerstone Square Atlanta-Sandy Springs-Roswell GA   1997 1990 — 80 100.0% 17.24 Aldi
Sope Creek Crossing Atlanta-Sandy Springs-Roswell GA   1998 1991 — 99 91.9% 16.24 Publix
Dunwoody Hall Atlanta-Sandy Springs-Roswell GA 20% 1997 1986 13,800 86 83.8% 19.89 Publix
Dunwoody Village Atlanta-Sandy Springs-Roswell GA   1997 1975 — 121 94.3% 19.93 The Fresh Market
Howell Mill Village (6)
 Atlanta-Sandy Springs-Roswell GA   2004 1984 — 92 98.6% 22.81 Publix
Paces Ferry Plaza (6)
 Atlanta-Sandy Springs-Roswell GA   1997 1987 — 82 99.9% 36.70 365 by Whole Foods
Piedmont Peachtree Crossing Atlanta-Sandy Springs-Roswell GA   2017 1978 — 152 84.3% 21.30 Kroger
Powers Ferry Square Atlanta-Sandy Springs-Roswell GA   1997 1987 — 101 100.0% 31.67 --
Powers Ferry Village Atlanta-Sandy Springs-Roswell GA   1997 1994 — 79 100.0% 10.89 Publix
Russell Ridge Atlanta-Sandy Springs-Roswell GA   1994 1995 — 101 98.6% 13.17 Kroger
Sandy Springs Atlanta-Sandy Springs-Roswell GA   2012 2006 — 116 92.2% 22.79 Trader Joe's
The Shops at Hampton Oaks Atlanta-Sandy Springs-Roswell GA   2017 2009 — 21 56.3% 11.18 --
Williamsburg at Dunwoody Atlanta-Sandy Springs-Roswell GA   2017 1983 — 45 81.3% 25.48 --
Civic Center Plaza Chicago-Naperville-Elgin IL 40% 2005 1989 22,000 265 97.1% 11.29 Super H Mart, Home Depot
Clybourn Commons Chicago-Naperville-Elgin IL   2014 1999 — 32 83.3% 37.09 --
Glen Oak Plaza Chicago-Naperville-Elgin IL   2010 1967 — 63 96.6% 23.98 Trader Joe's
Hinsdale Chicago-Naperville-Elgin IL   1998 1986 — 179 93.7% 15.43 Whole Foods
Mellody Farm (7)
 Chicago-Naperville-Elgin IL   2017 2017 — 259 78.1% 26.46 Whole Foods
Riverside Sq & River's Edge Chicago-Naperville-Elgin IL 40% 2005 1986 14,369 169 94.6% 17.88 Mariano's Fresh Market
Roscoe Square Chicago-Naperville-Elgin IL 40% 2005 1981 10,847 140 100.0% 21.43 Mariano's Fresh Market
Stonebrook Plaza Shopping Center Chicago-Naperville-Elgin IL 40% 2005 1984 7,676 96 96.9% 12.34 Jewel-Osco
Westchester Commons Chicago-Naperville-Elgin IL   2001 1984 — 139 91.5% 17.95 Mariano's Fresh Market
Willow Festival (6)
 Chicago-Naperville-Elgin IL   2010 2007 39,505 404 98.2% 17.92 Whole Foods, Lowe's
Shops on Main Chicago-Naperville-Elgin IN 93% 2013 2013 — 254 98.4% 15.81 Whole Foods, Dick's Sporting Goods
Willow Lake Shopping Center Indianapolis-Carmel-Anderson IN 40% 2005 1987 — 86 100.0% 17.48 (Kroger)
Willow Lake West Shopping Center Indianapolis-Carmel-Anderson IN 40% 2005 2001 10,000 53 100.0% 25.99 Trader Joe's
Ambassador Row Lafayette LA   2017 1980 — 195 93.5% 12.17 --
Ambassador Row Courtyards Lafayette LA   2017 1986 — 150 81.2% 10.03 Bed Bath & Beyond
Bluebonnet Village Baton Rouge LA   2017 1983 — 102 88.7% 13.54 Rouses Market
Elmwood Oaks Shopping Center New Orleans-Metairie LA   2017 1989 — 136 100.0% 10.11 Academy Sports
Siegen Village Baton Rouge LA   2017 1988 — 170 98.9% 11.28 --



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 SF
Fellsway Plaza Boston-Cambridge-Newton MA 75% 2013 1959 37,500 155 100.0% 23.19 Stop & Shop
Northborough Crossing Worcester MA 30% 2017 2011 61,964 646 98.2% 13.13 Wegmans, BJ's Wholesale Club, Kohl's,Dick's Sporting Goods, Pottery Barn Outlet
Old Connecticut Path Boston-Cambridge-Newton MA 30% 2017 1994 — 80 100.0% 21.30 Stop & Shop
Shaw's at Plymouth Boston-Cambridge-Newton MA   2017 1993 — 60 100.0% 17.58 Shaw's
Shops at Saugus Boston-Cambridge-Newton MA   2006 2006 — 87 94.7% 29.69 Trader Joe's
Star's at Cambridge Boston-Cambridge-Newton MA   2017 1953 — 66 100.0% 37.44 Star Market
Star's at Quincy Boston-Cambridge-Newton MA   2017 1965 — 101 100.0% 21.48 Star Market
Star's at West Roxbury Boston-Cambridge-Newton MA   2017 1973 — 76 100.0% 24.71 Star Market
The Abbot (fka The Collection at Harvard Square) Boston-Cambridge-Newton MA   2017 1906 — 41 86.9% 58.16 --
Twin City Plaza Boston-Cambridge-Newton MA   2006 2004 — 285 100.0% 20.19 Shaw's, Marshall's
Whole Foods at Swampscott Boston-Cambridge-Newton MA   2017 1967 — 36 100.0% 24.95 Whole Foods
Burnt Mills (6)
 Washington-Arlington-Alexandria MD 20% 2013 2004 7,000 31 89.1% 37.65 Trader Joe's
Cloppers Mill Village Washington-Arlington-Alexandria MD 40% 2005 1995 — 137 99.0% 18.23 Shoppers Food Warehouse
Festival at Woodholme Baltimore-Columbia-Towson MD 40% 2005 1986 19,964 81 98.5% 39.03 Trader Joe's
Firstfield Shopping Center Washington-Arlington-Alexandria MD 40% 2005 1978 — 22 100.0% 40.29 --
King Farm Village Center Washington-Arlington-Alexandria MD 25% 2004 2001 — 118 93.5% 25.38 Safeway
Parkville Shopping Center Baltimore-Columbia-Towson MD 40% 2005 1961 11,077 165 89.9% 16.71 Giant Food
Southside Marketplace Baltimore-Columbia-Towson MD 40% 2005 1990 13,773 125 95.5% 20.79 Shoppers Food Warehouse
Takoma Park Washington-Arlington-Alexandria MD 40% 2005 1960 — 104 99.2% 13.44 Shoppers Food Warehouse
Valley Centre Baltimore-Columbia-Towson MD 40% 2005 1987 18,024 220 97.3% 16.99 Aldi, TJ Maxx
Village at Lee Airpark (6)
 Baltimore-Columbia-Towson MD   2005 2005 — 117 99.0% 28.95 Giant Food, (Sunrise)
Watkins Park Plaza Washington-Arlington-Alexandria MD 40% 2005 1985 — 111 98.5% 26.31 LA Fitness
Westwood - Manor Care Washington-Arlington-Alexandria MD   2017 1976 — 41 —% — --
Westwood Shopping Center Washington-Arlington-Alexandria MD   2017 1960 — 213 94.3% 51.30 Giant Food
Woodmoor Shopping Center Washington-Arlington-Alexandria MD 40% 2005 1954 5,985 69 98.1% 32.37 --
Fenton Marketplace Flint MI   1999 1999 — 97 100.0% 8.43 Family Farm & Home
Apple Valley Square Minneapolis-St. Paul-Bloomington MN 25% 2006 1998 — 176 100.0% 14.72  Jo-Ann Fabrics, Experience Fitness, (Burlington Coat Factory)
Calhoun Commons Minneapolis-St. Paul-Bloomington MN 25% 2011 1999 667 66 100.0% 24.46 Whole Foods
Colonial Square Minneapolis-St. Paul-Bloomington MN 40% 2005 1959 9,282 93 98.6% 24.28 Lund's
Rockford Road Plaza Minneapolis-St. Paul-Bloomington MN 40% 2005 1991 20,000 204 100.0% 12.99 Kohl's
Rockridge Center Minneapolis-St. Paul-Bloomington MN 20% 2011 2006 14,500 125 95.9% 13.89 Cub Foods
Brentwood Plaza St. Louis MO   2007 2002 — 60 100.0% 10.81 Schnucks
Bridgeton St. Louis MO   2007 2005 — 71 100.0% 12.13 Schnucks, (Home Depot)
Dardenne Crossing St. Louis MO   2007 1996 — 67 100.0% 10.93 Schnucks
Kirkwood Commons St. Louis MO   2007 2000 8,742 210 100.0% 10.14 Wal-Mart, (Target), (Lowe's)



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 SF
Cameron Village Raleigh NC 30% 2004 1949 60,000 558 98.1% 23.13 Harris Teeter, The Fresh Market
Carmel Commons Charlotte-Concord-Gastonia NC   1997 1979 — 133 98.5% 20.75 The Fresh Market
Cochran Commons Charlotte-Concord-Gastonia NC 20% 2007 2003 4,691 66 97.4% 16.43 Harris Teeter
Market at Colonnade Center Raleigh NC   2009 2009 — 58 100.0% 27.47 Whole Foods
Glenwood Village Raleigh NC   1997 1983 — 43 100.0% 16.68 Harris Teeter
Harris Crossing Raleigh NC   2007 2007 — 65 96.0% 8.98 Harris Teeter
Holly Park Raleigh NC 99% 2013 1969 — 160 89.6% 17.33 Trader Joe's
Lake Pine Plaza Raleigh NC   1998 1997 — 88 96.8% 12.73 Kroger
Midtown East (7)
 Raleigh NC 50% 2017 2017 14,384 174 84.8% 19.02 Wegmans
Phillips Place Charlotte-Concord-Gastonia NC 50% 2012 2005 40,000 133 84.3% 33.81 --
Providence Commons Charlotte-Concord-Gastonia NC 25% 2010 1994 — 74 100.0% 18.55 Harris Teeter
Ridgewood Shopping Center Raleigh NC 20% 2018 1951 10,182 93 90.4% 16.99 Whole Foods
Shops at Erwin Mill Durham-Chapel Hill NC 55% 2012 2012 10,000 87 100.0% 18.10 Harris Teeter
Shoppes of Kildaire Raleigh NC 40% 2005 1986 20,000 145 96.7% 18.69 Trader Joe's, Aldi
Southpoint Crossing Durham-Chapel Hill NC   1998 1998 — 103 100.0% 16.34 Kroger
Sutton Square Raleigh NC 20% 2006 1985 — 101 98.7% 19.36 The Fresh Market
Village Plaza Durham-Chapel Hill NC 20% 2012 1975/2018 8,000 73 86.8% 19.77 Whole Foods
Willow Oaks Crossing Charlotte-Concord-Gastonia NC   2014 2014 — 69 94.9% 17.13 Publix
Woodcroft Shopping Center Durham-Chapel Hill NC   1996 1984 — 90 98.4% 13.45 Food Lion
Chimney Rock (6)
 New York-Newark-Jersey City NJ   2016 2016 — 218 96.9% 34.56 Whole Foods, Nordstrom Rack
District at Metuchen (6)
 New York-Newark-Jersey City NJ 20% 2018 2017 16,000 67 100.0% 29.29 0
Haddon Commons Philadelphia-Camden-Wilmington NJ 40% 2005 1985 — 54 100.0% 13.78 Acme Markets
Plaza Square New York-Newark-Jersey City NJ 40% 2005 1990 12,887 104 92.9% 22.51 Shop Rite
Riverfront Plaza New York-Newark-Jersey City NJ 30% 2017 1997 24,000 129 95.9% 25.45 ShopRite
101 7th Avenue New York-Newark-Jersey City NY   2017 1930 — 57 100.0% 79.13 Barney's New York
1175 Third Avenue New York-Newark-Jersey City NY   2017 1995 — 25 100.0% 116.62 The Food Emporium
1225-1239 Second Ave New York-Newark-Jersey City NY   2017 1964 — 18 100.0% 116.47 --
90 - 30 Metropolitan Avenue New York-Newark-Jersey City NY   2017 2007 — 60 93.9% 34.27 Trader Joe's
Broadway Plaza (6)
 New York-Newark-Jersey City NY   2017 2014 — 147 97.2% 35.59 Aldi
Clocktower Plaza Shopping Ctr (6)
 New York-Newark-Jersey City NY   2017 1985 — 79 93.6% 48.09 Stop & Shop
Gallery At Westbury Plaza New York-Newark-Jersey City NY   2017 2013 — 312 99.5% 48.47 Trader Joe's, Nordstrom Rack
Hewlett Crossing I & II New York-Newark-Jersey City NY   2018 1954 9,559 53 96.3% 35.75 Petco
Rivertowns Square New York-Newark-Jersey City NY   2018 2016 — 116 89.8% 35.97 Brooklyn Harvest Market, Ipic Theaters
The Point at Garden City Park (6)
 New York-Newark-Jersey City NY   2016 1965 — 105 97.8% 21.37 King Kullen
Lake Grove Commons New York-Newark-Jersey City NY 40% 2012 2008 50,000 141 100.0% 33.96 Whole Foods, LA Fitness
The Gallery at Westbury Plaza New York-Newark-Jersey City NY   2017 1993 88,000 394 100.0% 24.45 Wal-Mart, Costco, Marshalls, Total Wine and More
Cherry Grove Cincinnati OH   1998 1997 — 196 98.2% 12.04 Kroger



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 SF
East Pointe Columbus OH   1998 1993 — 107 100.0% 10.53 Kroger
Hyde Park Cincinnati OH   1997 1995 — 397 99.5% 16.29 Kroger, Remke Markets
Kroger New Albany Center Columbus OH 50% 1999 1999 — 93 100.0% 12.78 Kroger
Northgate Plaza (Maxtown Road) Columbus OH   1998 1996 — 114 100.0% 11.51 Kroger, (Home Depot)
Red Bank Village Cincinnati OH   2006 2006 — 176 100.0% 7.51 Wal-Mart
Regency Commons Cincinnati OH   2004 2004 — 34 95.2% 25.46 --
West Chester Plaza Cincinnati OH   1998 1988 — 88 100.0% 9.95 Kroger
Corvallis Market Center Corvallis OR   2006 2006 — 85 100.0% 21.18 Trader Joe's
Greenway Town Center Portland-Vancouver-Hillsboro OR 40% 2005 1979 11,311 93 100.0% 14.61 Whole Foods
Murrayhill Marketplace Portland-Vancouver-Hillsboro OR   1999 1988 — 150 86.0% 18.59 Safeway
Northgate Marketplace Medford OR   2011 2011 — 81 100.0% 23.40 Trader Joe's
Northgate Marketplace Ph II Medford OR   2015 2015 — 177 96.2% 16.08  Dick's Sporting Goods
Sherwood Crossroads Portland-Vancouver-Hillsboro OR   1999 1999 — 88 98.4% 11.35 Safeway
Tanasbourne Market (6)
 Portland-Vancouver-Hillsboro OR   2006 2006 — 71 100.0% 30.11 Whole Foods
Walker Center Portland-Vancouver-Hillsboro OR   1999 1987 — 90 100.0% 21.08 Bed, Bath & Beyond
Allen Street Shopping Center Allentown-Bethlehem-Easton PA 40% 2005 1958 — 46 100.0% 15.10 Ahart's Market
City Avenue Shopping Center Philadelphia-Camden-Wilmington PA 40% 2005 1960 — 162 94.2% 21.08 Ross Dress for Less
Gateway Shopping Center Philadelphia-Camden-Wilmington PA   2004 1960 — 221 97.9% 31.86 Trader Joe's
Hershey (6)
 Other PA   2000 2000 — 6 100.0% 28.00 --
Lower Nazareth Commons Allentown-Bethlehem-Easton PA   2007 2007 — 90 98.7% 25.74 (Wegmans), (Target)
Mercer Square Shopping Center Philadelphia-Camden-Wilmington PA 40% 2005 1988 10,454 91 96.7% 24.12 Weis Markets
Newtown Square Shopping Center Philadelphia-Camden-Wilmington PA 40% 2005 1970 10,273 143 88.2% 18.71 Acme Markets
Stefko Boulevard Shopping Center (6)
 Allentown-Bethlehem-Easton PA 40% 2005 1976 — 134 96.1% 10.58 Valley Farm Market
Warwick Square Shopping Center Philadelphia-Camden-Wilmington PA 40% 2005 1999 9,192 90 97.1% 21.24 Giant Food
Indigo Square (7)
 Charleston-North Charleston SC   2017 2017 — 51 94.8% 28.59 --
Merchants Village Charleston-North Charleston SC 40% 1997 1997 9,000 80 100.0% 16.68 Publix
Harpeth Village Fieldstone Nashville-Davidson--Murfreesboro--Franklin TN   1997 1998 — 70 100.0% 15.59 Publix
Northlake Village Nashville-Davidson--Murfreesboro--Franklin TN   2000 1988 — 138 98.0% 13.98 Kroger
Peartree Village Nashville-Davidson--Murfreesboro--Franklin TN   1997 1997 — 110 100.0% 19.84 Kroger
Alden Bridge Houston-The Woodlands-Sugar Land TX 20% 2002 1998 26,000 139 98.8% 20.26 Kroger
Bethany Park Place Dallas-Fort Worth-Arlington TX 20% 1998 1998 10,200 99 100.0% 11.83 Kroger
CityLine Market Dallas-Fort Worth-Arlington TX   2014 2014 — 81 100.0% 27.35 Whole Foods
CityLine Market Phase II Dallas-Fort Worth-Arlington TX   2014 2015 — 22 100.0% 26.66 --
Cochran's Crossing Houston-The Woodlands-Sugar Land TX   2002 1994 — 138 95.5% 18.86 Kroger
Hancock Austin-Round Rock TX   1999 1998 — 410 98.9% 16.09 H.E.B., Sears
Hickory Creek Plaza Dallas-Fort Worth-Arlington TX   2006 2006 — 28 100.0% 26.79 (Kroger)



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 SF
Hillcrest Village Dallas-Fort Worth-Arlington TX   1999 1991 — 15 100.0% 47.33 --
Indian Springs Center Houston-The Woodlands-Sugar Land TX   2002 2003 — 137 100.0% 24.38 H.E.B.
Keller Town Center Dallas-Fort Worth-Arlington TX   1999 1999 — 120 99.0% 16.09 Tom Thumb
Lebanon/Legacy Center Dallas-Fort Worth-Arlington TX   2000 2002 — 56 96.5% 26.33 (Wal-Mart)
Market at Preston Forest Dallas-Fort Worth-Arlington TX   1999 1990 — 96 98.9% 20.77 Tom Thumb
Market at Round Rock Austin-Round Rock TX   1999 1987 — 123 98.6% 18.44 Sprout's Markets
Market at Springwoods Village Houston-The Woodlands-Sugar Land TX 53% 2016 2016 10,309 167 94.3% 15.88 Kroger
Mockingbird Common Dallas-Fort Worth-Arlington TX   1999 1987 — 120 93.8% 17.92 Tom Thumb
North Hills Austin-Round Rock TX   1999 1995 — 144 96.4% 22.81 H.E.B.
Panther Creek Houston-The Woodlands-Sugar Land TX   2002 1994 — 166 98.6% 22.81 Randall's Food
Prestonbrook Dallas-Fort Worth-Arlington TX   1998 1998 — 92 93.1% 14.08 Kroger
Preston Oaks (6)
 Dallas-Fort Worth-Arlington TX   2013 1991 — 104 99.5% 33.58 H.E.B. Central Market
Shiloh Springs Dallas-Fort Worth-Arlington TX 20% 1998 1998 — 110 91.8% 14.21 Kroger
Shops at Mira Vista Austin-Round Rock TX   2014 2002 225 68 100.0% 22.86 Trader Joe's
Southpark at Cinco Ranch Houston-The Woodlands-Sugar Land TX   2012 2012 — 265 98.8% 13.61 Kroger, Academy Sports
Sterling Ridge Houston-The Woodlands-Sugar Land TX   2002 2000 — 129 98.5% 20.79 Kroger
Sweetwater Plaza Houston-The Woodlands-Sugar Land TX 20% 2001 2000 10,489 134 100.0% 17.79 Kroger
Tech Ridge Center Austin-Round Rock TX   2011 2001 5,694 185 96.6% 23.91 H.E.B.
The Village at Riverstone (7)
 Houston-The Woodlands-Sugar Land TX   2016 2016 — 167 91.3% 14.97 Kroger
Weslayan Plaza East Houston-The Woodlands-Sugar Land TX 40% 2005 1969 — 169 100.0% 19.87 Berings
Weslayan Plaza West Houston-The Woodlands-Sugar Land TX 40% 2005 1969 36,288 186 96.8% 20.26 Randall's Food
Westwood Village Houston-The Woodlands-Sugar Land TX   2006 2006 — 187 96.4% 19.43 (Target)
Woodway Collection Houston-The Woodlands-Sugar Land TX 40% 2005 1974 8,321 97 100.0% 29.06 Whole Foods
Ashburn Farm Market Center Washington-Arlington-Alexandria VA   2000 2000 — 92 98.3% 26.50 Giant Food
Ashburn Farm Village Center Washington-Arlington-Alexandria VA 40% 2005 1996 — 89 100.0% 14.66 Global Food
Belmont Chase Washington-Arlington-Alexandria VA   2014 2014 — 91 100.0% 30.78 Whole Foods
Braemar Shopping Center Washington-Arlington-Alexandria VA 25% 2004 2004 10,558 96 97.9% 22.26 Safeway
Carytown Exchange (7)
 Richmond VA 8% 2018 2018 — 107 46.3% 14.37 0
Centre Ridge Marketplace Washington-Arlington-Alexandria VA 40% 2005 1996 12,726 107 98.9% 19.34 ---
Point 50 (fka Fairfax Shopping Center) Washington-Arlington-Alexandria VA   2007 1955 — 48 62.4% 22.00 365 by Whole Foods
Festival at Manchester Lakes (6)
 Washington-Arlington-Alexandria VA 40% 2005 1990 22,079 169 93.9% 28.02 Shoppers Food Warehouse
Fox Mill Shopping Center Washington-Arlington-Alexandria VA 40% 2005 1977 15,286 103 98.1% 25.19 Giant Food
Gayton Crossing Richmond VA 40% 2005 1983 — 158 86.3% 16.12 (Kroger)
Greenbriar Town Center Washington-Arlington-Alexandria VA 40% 2005 1972 47,853 340 98.0% 26.32 Giant Food
Hanover Village Shopping Center Richmond VA 40% 2005 1971 — 90 100.0% 9.18 Aldi
Kamp Washington Shopping Center Washington-Arlington-Alexandria VA 40% 2005 1960 — 72 99.1% 37.67 Earth Fare
Kings Park Shopping Center (6)
 Washington-Arlington-Alexandria VA 40% 2005 1966 12,917 93 98.0% 29.14 Giant Food



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 SF
Lorton Station Marketplace Washington-Arlington-Alexandria VA 20% 2006 2005 9,875 132 90.5% 23.76 Shoppers Food Warehouse
Market Common Clarendon Washington-Arlington-Alexandria VA   2016 2001 — 422 71.5% 33.63 Whole Foods, Crate & Barrel
Saratoga Shopping Center Washington-Arlington-Alexandria VA 40% 2005 1977 10,544 113 100.0% 20.78 Giant Food
Shops at County Center Washington-Arlington-Alexandria VA   2005 2005 — 97 87.8% 19.64 Harris Teeter
Shops at Stonewall Washington-Arlington-Alexandria VA   2007 2011 — 308 100.0% 18.36 Wegmans, Dick's Sporting Goods
The Field at Commonwealth Washington-Arlington-Alexandria VA   2017 2017 — 167 95.8% 20.92 Wegmans
Town Center at Sterling Shopping Center Washington-Arlington-Alexandria VA 40% 2005 1980 — 187 85.6% 21.71 Giant Food
Village Center at Dulles Washington-Arlington-Alexandria VA 20% 2002 1991 39,118 301 92.6% 27.87 Gold's Gym, Giant
Village Shopping Center Richmond VA 40% 2005 1948 15,064 111 93.8% 24.42 Publix
Willston Centre I Washington-Arlington-Alexandria VA 40% 2005 1952 — 105 90.8% 26.07 --
Willston Centre II Washington-Arlington-Alexandria VA 40% 2005 1986 26,588 136 99.1% 25.78 Safeway, (Target)
Aurora Marketplace Seattle-Tacoma-Bellevue WA 40% 2005 1991 10,917 107 100.0% 16.37 Safeway
Ballard Blocks I Seattle-Tacoma-Bellevue WA 50% 2018 2007 — 132 94.6% 23.89 Trader Joe's, LA Fitness
Ballard Blocks II (7)
 Seattle-Tacoma-Bellevue WA 50% 2018 2018 — 114 79.1% 33.60 PCC Community Markets
Broadway Market (6)
 Seattle-Tacoma-Bellevue WA 20% 2014 1988 21,500 140 98.4% 24.40 Quality Food Centers
Cascade Plaza Seattle-Tacoma-Bellevue WA 20% 1999 1999 13,672 206 95.6% 12.20 Safeway
Eastgate Plaza Seattle-Tacoma-Bellevue WA 40% 2005 1956 9,733 79 100.0% 27.50 Safeway
Grand Ridge Plaza Seattle-Tacoma-Bellevue WA   2012 2012 — 331 100.0% 24.64 Safeway, Regal Cinemas
Inglewood Plaza Seattle-Tacoma-Bellevue WA   1999 1985 — 17 93.7% 40.38 --
Klahanie Shopping Center Seattle-Tacoma-Bellevue WA   2016 1998 — 67 98.4% 32.60 (QFC)
Overlake Fashion Plaza Seattle-Tacoma-Bellevue WA 40% 2005 1987 — 81 100.0% 24.92 (Sears)
Pine Lake Village Seattle-Tacoma-Bellevue WA   1999 1989 — 103 97.0% 24.01 Quality Food Centers
Roosevelt Square Seattle-Tacoma-Bellevue WA   2017 2017 — 148 100.0% 23.21 Whole Foods
Sammamish-Highlands Seattle-Tacoma-Bellevue WA   1999 1992 — 101 100.0% 33.80 (Safeway)
Southcenter Seattle-Tacoma-Bellevue WA   1999 1990 — 58 100.0% 29.95 (Target)
Regency Centers Total           $2,145,538 53,568 95.6% $21.82  
                     
(1) CBSA refers to Core Based Statistical Area.
(2) Represents our ownership interest in the property, if not wholly owned.
(3) Includes properties where we have not yet incurred at least 90% of the expected costs to complete and 95% occupied or the anchor has not yet been open for at least two calendar years ("development properties" or "properties in development"). If development properties are excluded, the total percentage leased would be 95.9% for our Combined Portfolio of shopping centers.
(4) Average base rent PSF is calculated based on annual minimum contractual base rent per the tenant lease, excluding percentage rent and recovery revenue.
(5) Retailers in parenthesis are shadow anchors at our centers. We have no ownership or leasehold interest in their space, which is within or adjacent to our property.
(6) The ground underlying the building and improvements is not owned by Regency or its unconsolidated real estate partnerships, but is subject to a ground lease.
(7) Property in development.


34

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


However, no assurances can be given as to the outcome of any threatened or pending legal proceedings.

Item 4. Mine Safety Disclosures

None.


N/A

PART II

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

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

“REG.”

As of February 7, 2019,03, 2022, there were 70,48768,687 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'sCorporation’s qualification as a REIT for federal income tax purposes, we are generally required to make annual distributions at least equal to 90% of our real estate investment trust taxable income for the taxable year. Under certain circumstances which we do not expect to occur, we could be required to make distributions in excess of cash available for distributions in order to meet such requirements. We have a dividend reinvestment plan under which shareholders may elect to reinvest their dividends automatically in common stock. Under the plan, we may elect to purchase common stock in the open market on behalf of shareholders or may issue new common stock to such stockholders.

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

There were no unregistered sales of equity securities during the quarter ended December 31, 2018.

2021.

The following table represents information with respect to purchases by the Parent Company of its common stock during theby months induring the three month period ended December 31, 2018:

2021:

Period

 

Total number of
shares
purchased (1)

 

 

Total number of shares
purchased as part of
publicly announced plans
or programs (2)

 

 

Average price
paid per share

 

 

Maximum number or approximate
dollar value of shares that may yet be
purchased under the plans or
programs (2)

 

October 1, 2021, through October 31, 2021

 

 

250

 

 

 

—

 

 

$

68.16

 

 

$

250,000,000

 

November 1, 2021, through November 30, 2021

 

 

—

 

 

 

—

 

 

$

—

 

 

$

250,000,000

 

December 1, 2021, through December 31, 2021

 

 

—

 

 

 

—

 

 

$

—

 

 

$

250,000,000

 

(1)
Represents shares repurchased to cover payment of withholding taxes in connection with restricted stock vesting by participants under Regency's Long-Term Omnibus Plan.
Period 
Total number of shares purchased (1)
 
Total number of shares purchased as part of publicly announced plans or programs (2)
 Average price paid per share 
Maximum number or approximate dollar value of shares that may yet be purchased under the plans or programs (2)
October 1, 2018, through October 31, 2018 — — $—
 $125,009,963
November 1, 2018, through November 30, 2018 — — $—
 $125,009,963
December 1, 2018, through December 31, 2018 — 2,107,124 $57.70
 $3,371,220
         
(1) Represents shares repurchased to cover payment of withholding taxes in connection with restricted stock vesting by participants under Regency's Long-Term Omnibus Plan.
(2) On February 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 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. Through December 31, 2018, the Company has repurchased 4,252,333 shares for $246.5 million. On February 5, 2019, the Company's Board authorized a new repurchase program under which the Company may purchase, from time to time, up to a maximum of $250 million under terms and conditions similar to the predecessor plan. Any additional shares purchased will be under the new program.
(2)
Under the Company’s current common share repurchase program the Company may purchase, from time to time, up to a maximum of $250 million of its outstanding common stock through open market purchases and/or in privately negotiated transactions. Any shares purchased will be retired. This current program will expire February 3, 2023. The timing and actual number of shares purchased under the program depend upon the marketplace conditions and other factors. The program remains subject to the discretion of the Board. Through December 31, 2021, no shares have been repurchased under this program.


35

The performance graph furnished below shows Regency'sRegency’s cumulative total stockholder return to the S&P 500 Index, the FTSE NAREITNareit Equity REIT Index, and the FTSE NAREITNareit Equity Shopping Centers index since December 31, 2013.2016. 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.

graph.jpg
  12/31/1312/31/1412/31/1512/31/1612/31/1712/31/18
        
Regency Centers Corporation $100.00
142.54
156.83
163.05
168.90
148.61
S&P 500 100.00
113.69
115.26
129.05
157.22
150.33
FTSE NAREIT Equity REITs 100.00
130.14
134.30
145.74
153.36
146.27
FTSE NAREIT Equity Shopping Centers 100.00
129.96
136.10
141.10
125.06
106.87


img36431829_1.jpg 

 

 

12/31/16

 

 

12/31/17

 

 

12/31/18

 

 

12/31/19

 

 

12/31/20

 

 

12/31/21

 

Regency Centers Corporation

 

$

100.00

 

 

 

103.59

 

 

 

91.14

 

 

 

101.55

 

 

 

77.27

 

 

 

132.43

 

S&P 500

 

 

100.00

 

 

 

121.83

 

 

 

116.49

 

 

 

153.17

 

 

 

181.35

 

 

 

233.41

 

FTSE NAREIT Equity REITs

 

 

100.00

 

 

 

105.23

 

 

 

100.36

 

 

 

126.45

 

 

 

116.34

 

 

 

166.64

 

FTSE NAREIT Equity Shopping Centers

 

 

100.00

 

 

 

88.63

 

 

 

75.74

 

 

 

94.70

 

 

 

68.52

 

 

 

113.09

 

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, 2018 (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
  2018 
2017 (1)
 2016 2015 2014
Operating data:          
Revenues $1,120,975
 984,326
 614,371
 569,763
 537,898
Operating expenses 740,806
 744,763
 403,152
 365,098
 353,348
Total other expense (income) 170,818
 113,661
 100,745
 74,630
 27,969
Income from operations before equity in income of investments in real estate partnerships and income taxes 209,351
 125,902
 110,474
 130,035
 156,581
Equity in income of investments in real estate partnerships 42,974
 43,341
 56,518
 22,508
 31,270
Deferred income tax benefit of taxable REIT subsidiary —
 (9,737) —
 —
 (996)
Net income 252,325
 178,980
 166,992
 152,543
 188,847
Income attributable to noncontrolling interests (3,198) (2,903) (2,070) (2,487) (1,457)
Net income attributable to the Company 249,127
 176,077
 164,922
 150,056
 187,390
Preferred stock dividends and issuance costs —
 (16,128) (21,062) (21,062) (21,062)
Net income attributable to common stockholders $249,127
 159,949
 143,860
 128,994
 166,328
Income per common share - diluted $1.46
 1.00
 1.42
 1.36
 1.80
NAREIT FFO (2)
 652,857
 494,843
 277,301
 276,515
 269,149
Other information:          
Net cash provided by operating activities (3)
 $610,327
 469,784
 297,177
 285,543
 277,742
Net cash used in investing activities (3)
 (106,024) (1,007,230) (408,632) (139,346) (210,290)
Net cash (used in) provided by financing activities (3)
 (508,494) 568,948
 88,711
 (223,117) (34,360)
Dividends paid to common stockholders and unit holders 376,755
 323,285
 201,336
 181,691
 172,900
Common dividends declared per share 2.22
 2.10
 2.00
 1.94
 1.88
Common stock outstanding including exchangeable operating partnership units 168,254
 171,715
 104,651
 97,367
 94,262
Balance sheet data:          
Real estate investments before accumulated depreciation $11,326,163
 11,279,125
 5,230,198
 4,852,106
 4,743,053
Total assets 10,944,663
 11,145,717
 4,488,906
 4,182,881
 4,197,170
Total debt 3,715,212
 3,594,977
 1,642,420
 1,864,285
 2,021,357
Total liabilities 4,494,495
 4,412,663
 1,864,404
 2,100,261
 2,260,688
Total stockholders’ equity 6,397,970
 6,692,052
 2,591,301
 2,054,109
 1,906,592
Total noncontrolling interests 52,198
 41,002
 33,201
 28,511
 29,890
           
(1) 2017 reflects the results of our merger with Equity One on March 1, 2017, and therefore only includes ten months of operating results for the Equity One portfolio, but also includes merger and integration related costs within Operating expenses.
(2) See Item 1, Defined Terms, for the definition of NAREIT FFO and Item 7, Supplemental Earnings Information, for a reconciliation to the nearest GAAP measure.
(3) On January 1, 2018, the Company retrospectively adopted Accounting Standards Update No. 2016-18, Statement of Cash Flows (Topic 230): Restricted Cash, which changed the classification and presentation of changes in the total of cash, cash equivalents and restricted cash in the Consolidated Statements of Cash Flows. Amounts presented for the years ended December 31, 2017 and 2016 were restated to conform presentation.


Operating Partnership
  2018 
2017 (1)
 2016 2015 2014
Operating data:          
Revenues $1,120,975
 984,326
 614,371
 569,763
 537,898
Operating expenses 740,806
 744,763
 403,152
 365,098
 353,348
Total other expense (income) 170,818
 113,661
 100,745
 74,630
 27,969
Income from operations before equity in income of investments in real estate partnerships and income taxes 209,351
 125,902
 110,474
 130,035
 156,581
Equity in income of investments in real estate partnerships 42,974
 43,341
 56,518
 22,508
 31,270
Deferred income tax (benefit) of taxable REIT subsidiary —
 (9,737) —
 —
 (996)
Net income 252,325
 178,980
 166,992
 152,543
 188,847
Income attributable to noncontrolling interests (2,673) (2,515) (1,813) (2,247) (1,138)
Net income attributable to the Partnership 249,652
 176,465
 165,179
 150,296
 187,709
Preferred unit distributions and issuance costs —
 (16,128) (21,062) (21,062) (21,062)
Net income attributable to common unit holders $249,652
 160,337
 144,117
 129,234
 166,647
Income per common unit - diluted: $1.46
 1.00
 1.42
 1.36
 1.80
NAREIT FFO (2)
 652,857
 494,843
 277,301
 276,515
 269,149
Other information:          
Net cash provided by operating activities (3)
 $610,327
 469,784
 297,177
 285,543
 277,742
Net cash used in investing activities (3)
 (106,024) (1,007,230) (408,632) (139,346) (210,290)
Net cash (used in) provided by financing activities (3)
 (508,494) 568,948
 88,711
 (223,117) (34,360)
Distributions paid on common units 376,755
 323,285
 201,336
 181,691
 172,900
Balance sheet data:          
Real estate investments before accumulated depreciation $11,326,163
 11,279,125
 5,230,198
 4,852,106
 4,743,053
Total assets 10,944,663
 11,145,717
 4,488,906
 4,182,881
 4,197,170
Total debt 3,715,212
 3,594,977
 1,642,420
 1,864,285
 2,021,357
Total liabilities 4,494,495
 4,412,663
 1,864,404
 2,100,261
 2,260,688
Total partners’ capital 6,408,636
 6,702,959
 2,589,334
 2,052,134
 1,904,678
Total noncontrolling interests 41,532
 30,095
 35,168
 30,486
 31,804
           
(1) 2017 reflects the results of our merger with Equity One on March 1, 2017, and therefore only includes ten months of operating results for the Equity One portfolio, but also includes merger and integration related costs within Operating expenses.
(2) See Item 1, Defined Terms, for the definition of NAREIT FFO and Item 7, Supplemental Earnings Information, for a reconciliation to the nearest GAAP measure.
(3) On January 1, 2018, the Company retrospectively adopted Accounting Standards Update No. 2016-18, Statement of Cash Flows (Topic 230): Restricted Cash, which changed the classification and presentation of changes in the total of cash, cash equivalents and restricted cash in the Consolidated Statements of Cash Flows. Amounts presented for the years ended December 31, 2017 and 2016 were restated to conform presentation.



[Reserved]

36

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


COVID-19 Pandemic

For a discussion of the COVID-19 pandemic, refer to Part I Item 1. Business.

Executing on our Strategy

We reported

During the year ended December 31, 2021, we had Net income attributable to common stockholders of $249.1$361.4 million, as compared to $44.9 million during the year ended December 31, 2018,2020, as comparedthe impact of reopening following pandemic restrictions brought significant customer traffic back to $159.9our shopping centers. The year ended December 31, 2020, includes the impacts of a $132.1 million net of $80.7Goodwill impairment charge and $117.0 million of merger costs, duringuncollectible Lease income, primarily as a result of the same period in 2017.

COVID-19 pandemic.

During the year ended December 31, 2021:

We sustained superior•
Our Pro-rata same property NOI, growth:
We achieved pro-rata same property NOI growth, as adjusted, excluding termination fees, grew 16.2%, primarily attributable to collections of 3.4%.previously reserved rent and improvements in current period collection rates. Although rates continue to remain below pre-pandemic levels, they have improved to 99% for the three months ended December 31, 2021, as of February 7, 2022.
•
We executed 1,802 leasing transactions representing 6.2 million pro-rata SF of1,979 new and renewal leasing transactions representing 7.0 million Pro-rata SF with positive trailing twelve month rent spreads of 8.3%5.5% during 2021, as compared to 1,511 leasing transactions representing 5.8 million Pro-rata SF with positive trailing twelve month rent spreads of 2.2% in 2020. Rent spreads are calculated on all executed leasing transactions for comparable retail operating property spaces.Retail Operating Property spaces, including spaces vacant greater than 12 months.
•
At December 31, 2018,2021, our total property portfolio was 95.6%94.1% leased while our same property portfolio was 96.1% leased.94.3% leased, as compared to 92.3% leased and 92.9% leased, respectively, at December 31, 2020.

We developedcontinued our development and redevelopedredevelopment of high quality shopping centerscenters:

•
Estimated Pro-rata project costs of our current in process development and redevelopment projects totaled $307.3 million as compared to $319.3 million at attractive returns on investment:December 31, 2020.
We started three new developments representing a total pro-rata•
Development and redevelopment projects completed during 2021 represent $67.6 million of estimated net project investmentcosts with an average stabilized yield of $80.5 million upon completion, with a weighted average projected return on investment of 7.1%9.0%.
We started eight new redevelopments representing a total pro-rata project investment of $112.2 million upon completion, with a weighted average projected return on investment of 8.3%.
Including these new projects, a total of 19 properties were in the process of development or redevelopment, representing a pro-rata investment upon completion of $389.9 million.
We completed four new developments representing a total pro-rata project investment of $167.7 million, with a weighted average return on investment of 7.4%.
We completed twelve new redevelopments representing a total pro-rata project investment of $184.4 million, with a weighted average return on investment of 6.9%.

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

•
On MarchJanuary 15, 2021, we repaid our $265 million Term Loan, leaving us with no unsecured debt maturities until 2024.
•
On February 9, 2018, the Company received proceeds from the sale2021, we entered into an Amended and Restated Credit Agreement, which among other items, i) maintains our previous level of $300.0 millionborrowing capacity of 4.125% senior unsecured public notes, which priced at 99.837% and mature in March 2028. $60 million of the proceeds was used to repay our unsecured revolving credit facility (the “Line”) and $163.2 million was used, in April, to early redeem our $150.0 million 6.0% senior unsecured public notes originally due June 2020, including accrued and unpaid interest through the redemption date and a make-whole amount. We used the remainder of the proceeds to repay 2018 mortgage maturities and for general corporate purposes.
On March 26, 2018, we amended and restated our Line. The amendment and restatement increases the size of the Line to $1.25 billion, from $1.0 billionii) includes a $125 million sublimit for swingline loans and $50 million available for issuance of letters of credit, iii) extends the maturity date to March 23, 2022, with options to extend maturity2025, and iv) provides for two additional six-month periods. Borrowings will bear interest at an annual rate of LIBOR plus 87.5 basis points, subject to our credit ratings, compared to a rate of 92.5 basis pointsextension options. The existing financial covenants under the previous facility. An annual facility feeLine remained unchanged. As of 15 basis points, subject toDecember 31, 2021, our credit ratings, applies toborrowing capacity under the Line.Line was $1.2 billion, with no borrowings outstanding.
•
During 2018,May and June 2021, we repurchased $246.5 millionentered into forward sale agreements under our ATM program through which we can issue
2,316,760 shares of our common stock at an average offering price of $64.59 before underwriting discount and offering
expenses.
o
During September 2021, we settled and issued 1,332,142 shares under such forward sale agreements at a weighted average price per share of $57.97.$63.71, before underwriting discounts and offering expenses. Net proceeds received at settlement were approximately $82.5 million, which were used to fund the acquisition of USAA's partnership interest in a seven property portfolio.
o
The remaining unsettled shares under the forward sale agreements must be settled within one year of their trade dates, which range from June 6, 2022 to June 11, 2022. Proceeds from the remaining issuance of shares are expected to be approximately $65 million before underwriting discounts and offering expenses and will be used to fund new investments which may include acquisitions of operating properties, developments and redevelopments, or for general corporate purposes.

37

•
At December 31, 2018,2021, our annualizedPro-rata net debt-to-operating EBITDAre ratio on a pro-ratatrailing twelve month basis was 5.3x.5.1x as compared to 6.0x at December 31, 2020.



Leasing Activity and Significant Tenants

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

and service providers to operate their businesses.

Pro-rata Occupancy

Percent Leased

The following table summarizes pro-rata occupancy ratesPro-rata percent leased of our combined Consolidated and Unconsolidated shopping center portfolio:

  December 31, 2018 December 31, 2017
% Leased – All properties 95.6% 95.5%
Anchor space 98.4% 98.1%
Shop space 90.9% 91.1%
The decline in shop space

 

 

December 31, 2021

 

 

December 31, 2020

 

Percent Leased – All properties

 

 

94.1

%

 

 

92.3

%

Anchor space

 

 

97.0

%

 

 

95.1

%

Shop space

 

 

89.2

%

 

 

87.5

%

Our percent leased is driven by strategic vacancies in preparationboth the Anchor and Shop space categories increased primarily due to leasing activity during 2021. This resulted from greater demand for redevelopments.

space and confidence among existing tenants as their businesses recovered from the initial impacts of the pandemic in 2020, during which we experienced greater tenant closures and bankruptcies.

Pro-rata Leasing Activity

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

Year ended December 31, 2018
  
Leasing Transactions (1)
 SF (in thousands) Base Rent PSF Tenant Allowance and Landlord Work PSF Leasing Commissions PSF
Anchor Leases          
New 38 625 $18.75
 $29.78
 $6.96
Renewal 99 2,886 15.18
 0.60
 0.35
Total Anchor Leases (1)
 137 3,511 $15.82
 $5.79
 $1.52
Shop Space          
New 519 890 $33.05
 $28.17
 $13.86
Renewal 1,146 1,838 33.65
 0.83
 2.13
Total Shop Space Leases (1)
 1,665 2,728 $33.45
 $9.75
 $5.96
Total Leases 1,802 6,239 $23.53
 $7.52
 $3.46
           
(1) Number of leasing transactions reported at 100%; all other statistics reported at pro-rata share.
 
Year ended December 31, 2017
  
Leasing Transactions (1)(2)
 SF (in thousands) Base Rent PSF Tenant Allowance and Landlord Work PSF Leasing Commissions PSF
Anchor Leases          
New 39 895 $17.34
 $29.56
 $4.92
Renewal 87 2,465 14.47
 0.02
 0.46
Total Anchor Leases (1)
 126 3,360 $15.24
 $7.89
 $1.65
Shop Space          
New 548 952 $32.45
 $26.81
 $13.17
Renewal 1,175 2,005 31.31
 1.47
 2.40
Total Shop Space Leases (1)
 1,723 2,957 $31.68
 $9.63
 $5.87
Total Leases 1,849 6,317 $22.93
 $8.70
 $3.62
           
(1) Number of leasing transactions reported at 100%; all other statistics reported at pro-rata share.
 
(2) For the year ending December 31, 2017, amounts include leasing activity of properties acquired from Equity One beginning March 1, 2017.
 


Total

 

 

Year Ended December 31, 2021

 

 

 

Leasing
Transactions

 

 

SF
(in thousands)

 

 

Base
Rent PSF

 

 

Tenant
Allowance
and Landlord
Work PSF

 

 

Leasing
Commissions
PSF

 

Anchor Space Leases

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

New

 

 

25

 

 

 

667

 

 

$

20.10

 

 

$

44.50

 

 

$

6.18

 

Renewal

 

 

124

 

 

 

2,941

 

 

 

15.34

 

 

 

0.56

 

 

 

0.21

 

Total Anchor Leases

 

 

149

 

 

 

3,608

 

 

$

16.22

 

 

$

8.68

 

 

$

1.31

 

Shop Space Leases

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

New

 

 

573

 

 

 

1,022

 

 

$

34.38

 

 

$

28.77

 

 

$

10.87

 

Renewal

 

 

1,257

 

 

 

2,324

 

 

 

34.31

 

 

 

1.62

 

 

 

0.79

 

Total Shop Space Leases

 

 

1,830

 

 

 

3,346

 

 

$

34.33

 

 

$

9.92

 

 

$

3.87

 

Total Leases

 

 

1,979

 

 

 

6,954

 

 

$

24.93

 

 

$

9.28

 

 

$

2.54

 

 

 

Year Ended December 31, 2020

 

 

 

Leasing
Transactions

 

 

SF
(in thousands)

 

 

Base
Rent PSF

 

 

Tenant
Allowance
and Landlord
Work PSF

 

 

Leasing
Commissions
PSF

 

Anchor Space Leases

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

New

 

 

19

 

 

 

442

 

 

$

14.69

 

 

$

28.45

 

 

$

4.67

 

Renewal

 

 

107

 

 

 

2,854

 

 

 

13.77

 

 

 

0.38

 

 

 

0.25

 

Total Anchor Leases

 

 

126

 

 

 

3,296

 

 

$

13.89

 

 

$

4.14

 

 

$

0.84

 

Shop Space Leases

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

New

 

 

369

 

 

 

608

 

 

$

34.61

 

 

$

30.68

 

 

$

9.30

 

Renewal

 

 

1,016

 

 

 

1,866

 

 

 

32.30

 

 

 

1.58

 

 

 

0.54

 

Total Shop Space Leases

 

 

1,385

 

 

 

2,474

 

 

$

32.87

 

 

$

8.74

 

 

$

2.69

 

Total Leases

 

 

1,511

 

 

 

5,770

 

 

$

22.03

 

 

$

6.11

 

 

$

1.63

 

The weighted average base rent per square foot on signed shop space leases during 20182021 was $33.45$34.33 PSF, and exceedswhich is higher than the weighted average annual base rent per square foot of all shop space leases due to expire during the next 12 months of $30.62$32.93 PSF.

New and renewal rent spreads, as compared to prior rents on these same spaces leased, were positive at 5.5% for the twelve months ended December 31, 2021, as compared to 2.2% for the twelve months ended December 31, 2020.

38

While new and renewal rent spreads were positive during 2021, a worsening of the current economic environment could suppress demand for space in our centers which may result in pricing pressure on rents. Further, we could see higher rates for tenant build outs as costs of materials are increasing as labor and supply availability are decreasing.

Significant Tenants and Concentrations of Risk

We seek to reduce our operating and leasing risks through geographic diversification and by avoidingas seen in our Properties tables in Item 2. We avoid dependence on any single property, market, or tenant. TheBased on percentage of annualized base rent, the following table summarizes our most significant tenants, based on their percentage of annualized base rent:

which four of the top five are grocers:

 

 

December 31, 2021

 

Anchor

 

Number of
Stores

 

 

Percentage of
Company-
owned GLA (1)

 

 

Percentage of
Annualized
Base Rent (1)

 

Publix

 

 

68

 

 

 

7.2

%

 

 

3.4

%

Kroger Co.

 

 

54

 

 

 

7.5

%

 

 

3.3

%

Albertsons Companies, Inc.

 

 

45

 

 

 

4.6

%

 

 

2.9

%

TJX Companies, Inc.

 

 

62

 

 

 

3.5

%

 

 

2.6

%

Amazon/Whole Foods

 

 

35

 

 

 

2.7

%

 

 

2.5

%

(1)
Includes Regency's Pro-rata share of Unconsolidated Properties and excludes those owned by anchors.
  December 31, 2018
Anchor 
Number of
Stores
 
Percentage of
Company-
owned GLA (1)
 
Percentage of
Annualized
Base Rent (1) 
Publix 70 6.5% 3.2%
Kroger Co. 56 6.6% 3.0%
Albertsons Companies, Inc. 47 4.2% 2.8%
Whole Foods 32 2.4% 2.4%
TJX Companies 59 3.0% 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

The 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 weakerbankruptcies may increase significantly if tenants with stronger operators, anchoringoccupying 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 orare unable 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 modelsrecover as a result of reduced customer traffic in their storesthe continuing challenges from the COVID-19 pandemic, which could materially adversely impact Lease income. During 2021, the number of tenants filing for bankruptcy declined compared to 2020 with a number of tenants emerging from bankruptcy after reorganization. However, the potential severity of future variants of COVID-19, the challenges of operating with mask and increased competition from e-commerce sales. Retailers who are unable to withstand thesevaccine mandates, combined with the impacts of inflation, labor shortages, and other business pressuressupply chain disruptions may file for bankruptcy. adversely impact our tenants.

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 recoveradjudicate our claim and to releasere-lease 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

Our management team devotes significant time to researching and monitoring retail trends, consumer preferences, customer shopping behaviors, changes in retail delivery methods, shifts to e-commerce, and changing demographics in order to anticipate the challenges and opportunities impacting the retail industry. As the economy recovers from the effects of the ongoing pandemic, our tenants may be adversely impacted by challenges such as rising costs, labor shortages, supply chain constraints, and reduced in-store sales, which could have filedan adverse effect on our results from operations. We seek to mitigate these potential impacts through tenant diversification, replacing weaker tenants with stronger operators, anchoring our centers with market leading grocery stores that drive customer traffic, and maintaining a presence in suburban trade areas with compelling demographic populations benefitting from high levels of disposal income.

The COVID-19 pandemic resulted in many tenants requesting concessions from rent obligations, particularly during 2020, primarily in the form of deferrals and, to a lesser extent, abatements and requests to negotiate future rents. See note 1 to the Consolidated Financial Statements for bankruptcy andfurther information on deferrals. There can be no assurances that all such deferred rent will ultimately be collected, or collected within the timeframes agreed upon. Whether vaccination rates will continue to occupy space at December 31, 2018 inrise, whether state and local authorities impose new mandated closures or capacity restrictions, and whether current vaccines prove to be effective against variants of the COVID-19 virus will influence the success of our tenants and their ability to pay us rent.

39

Results from Operations

Although inflation has been historically low and has had a minimal impact on the operating performance of our shopping centers, represent an aggregateinflation has recently increased in the United States. While the United States economy continues to recover from the effects of 0.4%the COVID-19 pandemic, ongoing changes in economic conditions such as labor shortages, employee retention costs, increased material and shipping costs, and supply chain constraints have spurred a rise in wages and increased operating costs and challenges for our tenants and us.

Substantially all of our annuallong-term leases contain provisions designed to mitigate the adverse impact of inflation on our operating centers by requiring tenants to pay their Pro-rata share of operating expenses, including common-area maintenance, real estate taxes, insurance and utilities. Over half of our leases are for terms of less than ten years, primarily within Shop space, which permits us to seek increased rents upon re-rental at market rates. However, our ability to pass through increases in our operating expenses to our tenants is dependent on the tenants' ability to absorb and pay these increases. Additionally, increases in operating expenses passed through to our tenants, without a corresponding increase in our tenants' profitability, may place pressure on our ability to grow base rent on a pro-rata basis.



Results from Operations
as tenants look to manage their total occupancy costs.

Comparison of the years ended December 31, 20182021 and 2017:

Results from operations for the year ended December 31, 2017 reflect the results of our merger with Equity One on March 1, 2017, and therefore only includes ten months of operating results for the Equity One portfolio in 2017.
2020:

Our total revenues increasedchanged as summarized in the following table:

(in thousands) 2018 2017 Change
Minimum rent $818,483
 728,078
 90,405
Percentage rent 7,486
 6,635
 851
Recoveries from tenants 245,196
 206,675
 38,521
Other income 21,316
 16,780
 4,536
Management, transaction, and other fees 28,494
 26,158
 2,336
Total revenues $1,120,975
 984,326
 136,649
Minimum

(in thousands)

 

2021

 

 

2020

 

 

Change

 

Lease income

 

$

1,113,368

 

 

 

980,166

 

 

 

133,202

 

Other property income

 

 

12,456

 

 

 

9,508

 

 

 

2,948

 

Management, transaction, and other fees

 

 

40,337

 

 

 

26,501

 

 

 

13,836

 

Total revenues

 

$

1,166,161

 

 

 

1,016,175

 

 

 

149,986

 

Lease income increased $133.2 million, driven by the following contractually billable components of rent changed as follows:

to the tenants per the lease agreements:

•
$14.1105.9 million increase from favorable changes in Uncollectible lease income.
o
During 2021, Uncollectible lease income was a net positive $23.5 million driven by $42.0 million collection of prior year reserves on cash basis tenants partially offset by $18.5 million reserve recognition on current year billings.
o
During 2020, Uncollectible lease income was a net charge of $82.4 million driven by reserves recognized on cash basis tenants due to lower cash collections during the pandemic.
o
While we expect collections to remain below pre-pandemic levels over the next year, we continue to experience improvements in our collection rates. Approximately 99% of the base rent commencing at development properties;billed for the three months ended December 31, 2021, has been collected through February 7, 2022.
•
$12.637.1 million increase in straight-line rent from less uncollectible straight-line rent in 2021 due to fewer new cash basis tenants identified as compared to 2020 as well as re-establishing $11.4 million in straight-line rent receivable related to certain tenants converting back to accrual basis as we consider collections from them to be probable.
•
$11.7 million increase from acquisitions of operating properties; and
$77.4 million increase at same properties, including $64.1 million from properties acquired through our merger with Equity One which only includes ten months of 2017 operating results. The remaining increase is driven by redevelopments, rental rate growth on new and renewal leases, and rent commencements;
reduced by $13.7 million from the sale of operating properties.    
contractual Recoveries from tenants, represent reimbursements to us forwhich represents the tenants' pro-rata share of the operating, maintenance, insurance and real estate tax expenses that we incur to operate our shopping centers. Recoveries from tenants increased, as follows:on a net basis, primarily from the following:
o
$4.412.6 million net increase from same properties due to higher operating costs in the current year and greater recovery of those expenses from tenants; and
o
$1.2 million increase from rent commencing at development properties and acquisitions of operating properties; offset by
o
$2.92.1 million decrease from the sale of operating properties.
•
$2.1 million increase in Other lease income primarily from an increase in termination and easement fees, temporary tenants, and income from electric vehicle charging stations.
•
$438,000 increase in Percentage rent due to improved tenant sales as pandemic restrictions eased.
•
$17.7 million decrease in Above and below market rent primarily from same properties driven by 2020 tenant move-outs and the timing of lease term modifications.

40

•
$6.3 million decrease from billable Base rent, as follows:
o
$8.9 million decrease from the sale of operating properties; offset by
o
$1.1 million increase from acquisitions of operating properties;
o
$945,000 increase from rent commencing at development properties; and
o
$34.4 million476,000 net increase from same properties, including $26.7particularly from a $5.4 million fromincrease related to our consolidation of the seven properties acquired through our merger with Equity One which only includes ten months of 2017 operating results. Thepreviously held in the USAA partnership, offset by a $4.9 million net decrease in the remaining increase is associated with higher recoverable costs;
reduced by $3.2 million from the sale of operating properties.
Other income, which consists of incidental income earned at our centers, increased $4.5 million from same properties including $2.7due to loss of rents from tenant move-outs and deferral agreements that required lease modification treatment.

Other property income increased $2.9 million from properties acquired through our merger with Equity One, primarily from termination and assignment fees.

due to an increase in settlements.

Management, transaction and other fees increased $2.3$13.8 million due partially to an increase in development fees from active developments within unconsolidated partnerships, along with an increase in leasing and property management fees earned from unconsolidated partnerships.



promote income recognized for exceeding return thresholds for our performance as managing member of the USAA partnership.

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

(in thousands) 2018 2017 Change
Depreciation and amortization $359,688
 334,201
 25,487
Operating and maintenance 168,034
 143,990
 24,044
General and administrative 65,491
 67,624
 (2,133)
Real estate taxes 137,856
 109,723
 28,133
Other operating expenses 9,737
 89,225
 (79,488)
Total operating expenses $740,806
 744,763
 (3,957)

(in thousands)

 

2021

 

 

2020

 

 

Change

 

Depreciation and amortization

 

$

303,331

 

 

 

345,900

 

 

 

(42,569

)

Operating and maintenance

 

 

184,553

 

 

 

170,073

 

 

 

14,480

 

General and administrative

 

 

78,218

 

 

 

75,001

 

 

 

3,217

 

Real estate taxes

 

 

142,129

 

 

 

143,004

 

 

 

(875

)

Other operating expenses

 

 

5,751

 

 

 

12,642

 

 

 

(6,891

)

Total operating expenses

 

$

713,982

 

 

 

746,620

 

 

 

(32,638

)

Depreciation and amortization costs changed as follows:

•
$40.8 million decrease primarily attributable to:
o
$6.413.0 million decrease related to various acquired lease intangibles becoming fully amortized;
o
$13.6 million decrease related to higher early tenant move-outs recognized in 2020; and
o
$14.2 million decrease primarily attributable to higher depreciation in 2020 related to development and redevelopment projects;
•
$2.6 million decrease from the sale of operating properties; offset by
•
$847,000 increase from acquisitions of operating properties and corporate assets.

Operating and maintenance costs increased, on a net basis, as we began depreciating costs at development properties where tenant spaces were completed and became available for occupancy;

follows:

•
$6.02.5 million net increase from acquisitions of operating properties and development properties; and
•
$20.412.5 million net increase atfrom same properties including $15.9 million from properties acquired through our merger with Equity One which only includes ten months of 2017 operating results. The remaining increase is primarily attributable to redevelopment assets being placed in service;higher insurance premiums, utility costs and general property maintenance as our centers return to normal operating levels; offset by
reduced by $7.3 million•
$518,000 decrease from the sale of operating properties.
Operating and maintenance costs changed as follows:
$6.3 million increase from operations commencing at development properties;
$2.1 million increase from acquisitions of operating properties; and
$18.2 million increase at same properties, including $15.1 million from properties acquired through our merger with Equity One which only includes ten months of 2017 operating results. The remaining increase is primarily attributable to increases in recoverable costs;
reduced by $2.6 million from the sale of operating properties.

General and administrative changedcosts increased, on a net basis, as follows:

•
$4.0 million net increase in compensation costs primarily driven by performance based incentives; offset by
•
$4.91.0 million decrease in the value of participant obligations within the deferred compensation plan; and
$1.6 million net decrease in compensation and management consulting costs; offset by
$3.8 million increase from decreased leasing overhead capitalization due to the different mix of leasing transactions; and
$500,000 increase from lowerhigher development overhead capitalization based on the timingstatus and sizeprogress of current development and redevelopment projects.projects during the year.
Real estate taxes changed•
We expect travel and entertainment costs to increase as follows:
$2.8 million increase from development properties where capitalization ceased as tenant spaces became available for occupancy;
$2.3 million increase from acquisitionswe return to more normal operations. Additionally, we may continue to see increases in compensation costs and general corporate overhead due to inflation, labor shortages and the related cost of operating properties; andretaining our employee base.
$24.4 million increase at same properties, including $19.9 million from properties acquired through the Equity One merger which only includes ten months of 2017 operating results. The remaining increase is from increased tax assessments;
reduced by $1.4 million from the sale of operating properties.

41

Other operating expenses decreased $79.5$6.9 million primarily attributabledue to transaction costs related to the Equity One merger in 2017.



lower development pursuit costs.

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

(in thousands) 2018 2017 Change
Interest expense, net      
Interest on notes payable $129,299
 119,301
 9,998
Interest on unsecured credit facilities 18,999
 14,677
 4,322
Capitalized interest (7,020) (7,946) 926
Hedge expense 8,408
 8,408
 —
Interest income (1,230) (1,811) 581
Interest expense, net 148,456
 132,629
 15,827
Provision for impairment 38,437
 —
 38,437
Gain on sale of real estate, net of tax (28,343) (27,432) (911)
Early extinguishment of debt 11,172
 12,449
 (1,277)
Net investment income 1,096
 (3,985) 5,081
Total other expense (income) $170,818
 113,661
 57,157

(in thousands)

 

2021

 

 

2020

 

 

Change

 

Interest expense, net

 

 

 

 

 

 

 

 

 

Interest on notes payable

 

$

147,439

 

 

 

148,371

 

 

 

(932

)

Interest on unsecured credit facilities

 

 

2,119

 

 

 

9,933

 

 

 

(7,814

)

Capitalized interest

 

 

(4,202

)

 

 

(4,355

)

 

 

153

 

Hedge expense

 

 

438

 

 

 

4,329

 

 

 

(3,891

)

Interest income

 

 

(624

)

 

 

(1,600

)

 

 

976

 

Interest expense, net

 

 

145,170

 

 

 

156,678

 

 

 

(11,508

)

Goodwill impairment

 

 

—

 

 

 

132,128

 

 

 

(132,128

)

Provision for impairment of real estate

 

 

84,389

 

 

 

18,536

 

 

 

65,853

 

Gain on sale of real estate, net of tax

 

 

(91,119

)

 

 

(67,465

)

 

 

(23,654

)

Early extinguishment of debt

 

 

—

 

 

 

21,837

 

 

 

(21,837

)

Net investment (income) loss

 

 

(5,463

)

 

 

(5,307

)

 

 

(156

)

Total other expense (income)

 

$

132,977

 

 

 

256,407

 

 

 

(123,430

)

The $15.8$11.5 million net increasedecrease in total interest expense is due to:

$10.0 million net increase in interest on notes payable primarily due to:
◦$7.6 million increase from the issuances of $950 million of new unsecured debt during 2017. The debt proceeds were used as follows:
▪$325 million used to redeem all of our preferred stock,
▪$415 million used to fund consideration paid to Equity One to repay its credit facilities not assumed by the Company in the merger, and
▪$210 million used to retire mortgage loans and to reduce the outstanding balance on the Line;
◦$3.4 million net increase from the issuance of $300 million of new unsecured debt in March 2018 to redeem $150 million of unsecured debt in April 2018, and to repurchase common stock;
◦$3.2 million of additional interest on notes payable assumed with the Equity One merger; and
◦$725,000 increase from amortization of additional debt premiums and loan costs from above debt issuances; offset by
◦$4.9 million net decrease in mortgage interest expense primarily due to mortgage payoffs during 2018 and 2017.

further increased by $4.3•
$7.8 million decrease in interestInterest on unsecured credit facilities related to higher average balances primarily related to the Equity One mergerJanuary 2021 repayment of the $265 million term loan and higher interest rates.a lower average outstanding balance on the Line;
•
$932,000 net decrease in Interest on notes payable from the payoff of $300 million of senior unsecured notes in September 2020 together with the repayment of several mortgages, offset by the issuance of $600 million of senior unsecured notes in May 2020; and
•
$3.9 million decrease in Hedge expense as previously settled swaps hedging our ten-year notes fully amortized in 2020.

During 2018,the year ended December 31, 2020, we recognized $38.4$132.1 million of Goodwill impairment due to the significant adverse market and economic impacts of the COVID-19 pandemic.

During 2021, we recognized $84.4 million of impairment losses including $12.6resulting from the impairment of two operating properties. During 2020, we recognized $18.5 million of goodwill impairment on tenlosses resulting from the impairment of two operating properties and twoone land parcel.

During 2021, we recognized gains of $91.1 million from the sale of five land parcels eightand six operating properties. During 2020, we recognized gains of which have been sold. Of$67.5 million from the four remainingsale of ten land parcels, five operating properties, three are included in Properties held for sale asand receipt of December 31, 2018. We did not recognize any impairments during 2017.

property insurance proceeds.

During 2018,2020, we early redeemed $150 million of 6% senior unsecured notes resulting in $11.0incurred $21.8 million of debt extinguishment costs. During 2017, we repaid nine mortgages with a portioncosts of which $19.4 million related to the proceeds fromearly redemption of our unsecured public debt offering,notes due to mature in 2022 and recognized $12.4a $2.4 million charge for termination of debt extinguishment costs.

Net investmentan interest rate swap on our term loan that was repaid in January 2021.

Our equity in income decreased $5.1 million, driven by valuation changes(losses) of investments in real estate partnerships changed as follows:

(in thousands)

 

Regency's
Ownership

 

2021

 

 

2020

 

 

Change

 

GRI - Regency, LLC (GRIR)

 

40.00%

 

$

34,655

 

 

$

25,425

 

 

 

9,230

 

Equity One JV Portfolio LLC (NYC)

 

30.00%

 

 

315

 

 

 

488

 

 

 

(173

)

Columbia Regency Retail Partners, LLC (Columbia I)

 

20.00%

 

 

1,976

 

 

 

1,030

 

 

 

946

 

Columbia Regency Partners II, LLC (Columbia II)

 

20.00%

 

 

10,987

 

 

 

1,045

 

 

 

9,942

 

Columbia Village District, LLC

 

30.00%

 

 

1,522

 

 

 

757

 

 

 

765

 

RegCal, LLC (RegCal)

 

25.00%

 

 

2,058

 

 

 

1,296

 

 

 

762

 

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

 

20.01%

 

 

631

 

 

 

790

 

 

 

(159

)

Other investments in real estate partnerships

 

35.00% - 50.00%

 

 

(5,058

)

 

 

3,338

 

 

 

(8,396

)

Total equity in income of investments in real estate partnerships

 

$

47,086

 

 

$

34,169

 

 

 

12,917

 

(1)
We acquired our partner’s 80% interest in the stock market, primarily attributable to investmentsseven properties held withinin the non-qualified deferred compensation plan.USAA partnership on August 1, 2021; therefore results following the date of acquisition are included in consolidated results.


Our equity

42

The $12.9 million increase in our Equity in income of investments in real estate partnerships decreased as follows:

(in thousands) Regency's Ownership 2018 2017 Change
GRI - Regency, LLC (GRIR) 40.00% $29,614
 27,440
 2,174
Equity One JV Portfolio LLC (NYC) 30.00% 490
 686
 (196)
Columbia Regency Retail Partners, LLC (Columbia I) 20.00% 1,311
 3,620
 (2,309)
Columbia Regency Partners II, LLC (Columbia II) 20.00% 4,673
 1,530
 3,143
Cameron Village, LLC (Cameron) 30.00% 943
 850
 93
RegCal, LLC (RegCal) 25.00% 1,542
 1,403
 139
US Regency Retail I, LLC (USAA) 20.01% 937
 4,456
 (3,519)
Other investments in real estate partnerships 9.375% - 50.00% 3,464
 3,356
 108
Total equity in income of investments in real estate partnerships$42,974
 43,341
 (367)
The $367,000 decrease in total Equity inis largely attributable to favorable uncollectible lease income in investments in real estate partnerships is attributed to:
along with re-instating straight-line rent on certain tenants returning to accrual basis during the year, including the following:

•
$2.29.2 million increase within GRIR primarily due to an increasecontinued improvement in minimumtenant rent across the portfolio of propertiescollections; and reduced depreciation;
$2.3 million decrease within Columbia I due to our $2.4 million share of gains on the sale of real estate recognized in 2017;
•
$3.19.9 million increase within Columbia II primarily due to our $3.1an $8.9 million share of gainspro-rata gain on the sale of real estate recognized in 2018; andone operating property; offset by
•
$3.58.4 million decrease within USAA due to our $3.3 million share of gains on the sale ofOther investments in real estate recognizedpartnerships from a $9.2 million impairment of a single property partnership, which sold in 2017.August, offset by continued improvement in tenant rent collections at the remaining partnerships' properties.

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

(in thousands) 2018 2017 Change
Income from operations $252,325
 169,243
 83,082
Deferred income tax benefit —
 9,737
 (9,737)
Income attributable to noncontrolling interests (3,198) (2,903) (295)
Preferred stock dividends and issuance costs —
 (16,128) 16,128
Net income attributable to common stockholders $249,127
 159,949
 89,178
Net income attributable to exchangeable operating partnership units525
 388
 137
Net income attributable to common unit holders $249,652
 160,337
 89,315
The $9.7 million income tax benefit during 2017 was 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 redeemed all of our outstanding preferred stock.



(in thousands)

 

2021

 

 

2020

 

 

Change

 

Net income

 

$

366,288

 

 

 

47,317

 

 

 

318,971

 

Income attributable to noncontrolling interests

 

 

(4,877

)

 

 

(2,428

)

 

 

(2,449

)

Net income attributable to common stockholders

 

$

361,411

 

 

 

44,889

 

 

 

316,522

 

Net income attributable to exchangeable operating partnership units

 

 

1,615

 

 

 

203

 

 

 

1,412

 

Net income attributable to common unit holders

 

$

363,026

 

 

 

45,092

 

 

 

317,934

 

Comparison of the years ended December 31, 20172020 and 2016:

Results2019:

For a comparison of our results from operations for the years ended December 31, 2020 and 2019, see “Part II, Item 7. Management’s Discussion and Analysis of Financial Condition and Results of Operations” of our Annual Report on Form 10-K for the year ended December 31, 2017 reflect the results of our merger with Equity One on March 1, 2017, and therefore only includes ten months of operating results for the Equity One portfolio in 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.


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 as follows:
$2.2 million increase in the value of participant obligations within the deferred compensation plan; and
$4.6 million increase in compensation costs related to additional staffing and incentive compensation as a result of the Equity One merger;
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
$73.3 million increase primarily attributable to transaction costs related to the Equity One merger in March 2017.


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)
Gain on sale of real estate, net of tax (27,432) (47,321) 19,889
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) $113,661
 100,745
 12,916
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 in 2017. The debt proceeds were used as follows:
▪$325 million used to redeem all of our preferred stock,
▪$415 million used to fund consideration paid to Equity One to repay its credit facilities not assumed by the Company in the merger, and
▪$210 million used to retire mortgage loans and to reduce the outstanding balance on the Line;
◦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 during 2016;
$9.0 million increase in interest on unsecured credit facilities related to higher average balances primarily related to the Equity One merger;
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 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 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 connection2020, filed with the early redemption of the $300 million unsecured notes.
Net investment income increased $2.3 million, attributable primarily to realized and unrealized gainsSEC 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.


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 $169,243
 166,992
 2,251
Deferred income tax benefit (9,737) —
 (9,737)
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 units388
 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 due to revaluing the net deferred tax liability at a taxable REIT subsidiary 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 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.


February 17, 2021.

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'sour operating results. We managebelieve these non-GAAP measures provide useful information to our entire real estate portfolio without regardBoard of Directors, management and investors regarding certain trends relating to ownership structure, although certain decisions impacting properties owned throughour financial condition and results of operations. Our management uses these non-GAAP measures to compare our performance to that of prior periods for trend analyses, purposes of determining management incentive compensation and budgeting, forecasting and planning purposes. We provide Pro-rata financial information because we believe it assists investors and analysts in estimating our economic interest in our consolidated and unconsolidated partnerships, require partner approval. Therefore, wewhen read in conjunction with our reported results under GAAP. We believe presenting our pro-rataPro-rata share of operating results, regardless of ownership structure, along with other non-GAAP measures, may assist in comparing the Company'sour 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"“Defined Terms” in Part I, Item 1.

Pro-Rata

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

43

Pro-rata Same Property NOI:

For purposes of evaluating

Our Pro-rata same property NOI, on a comparative basis,excluding termination fees/expenses, changed from the following major components:

(in thousands)

 

2021

 

 

2020

 

 

Change

 

Real estate revenues:

 

 

 

 

 

 

 

 

 

Base rent (1)

 

$

856,993

 

 

 

860,805

 

 

 

(3,812

)

Recoveries from tenants (1)

 

 

290,481

 

 

 

277,389

 

 

 

13,092

 

Percentage rent (1)

 

 

7,715

 

 

 

7,144

 

 

 

571

 

Termination fees (1)

 

 

6,446

 

 

 

7,775

 

 

 

(1,329

)

Uncollectible lease income

 

 

25,684

 

 

 

(91,015

)

 

 

116,699

 

Other lease income (1)

 

 

11,584

 

 

 

9,982

 

 

 

1,602

 

Other property income

 

 

9,873

 

 

 

6,729

 

 

 

3,144

 

Total real estate revenue

 

 

1,208,776

 

 

 

1,078,809

 

 

 

129,967

 

Real estate operating expenses:

 

 

 

 

 

 

 

 

 

Operating and maintenance

 

 

188,834

 

 

 

175,299

 

 

 

13,535

 

Termination expense

 

 

—

 

 

 

25

 

 

 

(25

)

Real estate taxes

 

 

158,940

 

 

 

158,413

 

 

 

527

 

Ground rent

 

 

11,829

 

 

 

11,964

 

 

 

(135

)

Total real estate operating expenses

 

 

359,603

 

 

 

345,701

 

 

 

13,902

 

Pro-rata same property NOI

 

$

849,173

 

 

 

733,108

 

 

 

116,065

 

Less: Termination fees / expense

 

 

6,446

 

 

 

7,750

 

 

 

(1,304

)

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

 

$

842,727

 

 

 

725,358

 

 

 

117,369

 

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

 

 

 

 

 

 

 

 

16.2

%

(1)
Represents amounts included within Lease income, in the accompanying Consolidated Statements of Operations and further discussed in lightnote 1, that are contractually billable to the tenant per the terms of the merger with Equity One on March 1, 2017, we are presenting our same property NOI on a pro forma basis for the year ended December 31, 2017, as if the merger had occurred January 1, 2017. 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, 2017, 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 as follows:
lease agreements.
(in thousands) 2018 
2017 (1)
 Change
Base rent $824,238
 795,836
 28,402
Percentage rent 8,574
 9,065
 (491)
Recoveries from tenants 266,274
 244,082
 22,192
Other income 20,826
 16,994
 3,832
Operating expenses 327,563
 299,507
 28,056
Pro-rata same property NOI, as adjusted $792,349
 766,470
 25,879
Less: Termination fees 1,222
 990
 232
Pro-rata same property NOI, as adjusted, excluding termination fees $791,127
 765,480
 25,647
Pro-rata same property NOI growth, as adjusted, excluding termination fees     3.4%
       
(1) Adjusted for Equity One operating results prior to the merger for this period. 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.
•
Billable Base rent increased $28.4decreased $3.8 million drivendue to loss of rents from bankruptcies and other tenant move-outs which were partially offset by increases in rental rate growth on new and renewal leases, contractual rent steps in existing leases, and rent commencements.increases.
•
Recoveries from tenants increased $22.2$13.1 million as a resultdue to higher operating costs in the current year and greater recovery of those expenses from tenants.
•
Termination fees decreased $1.3 million primarily due to strategic changes in anchor merchandising mix during 2020.
•
Uncollectible lease income decreased $116.7 million primarily driven by the collection of previously reserved amounts and improvements in current period collection rates.
•
Other lease income increased $1.6 million primarily due to increases in recoverable costs, as noted below.easement fees earned, rent from temporary tenants, and income from electric vehicle charging stations.
•
Other property income increased $3.8$3.1 million primarily due to an increase in parking income, land rental, temporary tenants.settlements.
•
Operating expensesand maintenance increased $28.1$13.5 million primarily due to a $17.6 million increaseincreases in real estate tax assessmentsinsurance costs and $8.8 million increaseincreases in common areautility costs and general property maintenance costs.as our centers return to normal operating levels.


Same Property Rollforward:

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

 

 

2021

 

 

2020

 

(GLA in thousands)

 

Property
Count

 

 

GLA

 

 

Property
Count

 

 

GLA

 

Beginning same property count

 

 

393

 

 

 

40,228

 

 

 

396

 

 

 

40,525

 

Acquired properties owned for entirety of comparable periods

 

 

2

 

 

 

924

 

 

 

5

 

 

 

315

 

Developments that reached completion by beginning of earliest comparable period presented

 

 

6

 

 

 

683

 

 

 

3

 

 

 

553

 

Disposed properties

 

 

(8

)

 

 

(420

)

 

 

(8

)

 

 

(677

)

SF adjustments (1)

 

 

—

 

 

 

(121

)

 

 

—

 

 

 

(43

)

Properties under or being repositioned for redevelopment

 

 

—

 

 

 

—

 

 

 

(3

)

 

 

(445

)

Ending same property count

 

 

393

 

 

 

41,294

 

 

 

393

 

 

 

40,228

 

(1)
SF adjustments arise from remeasurements or redevelopments.
 2018 2017
(GLA in thousands)Property CountGLA Property CountGLA
Beginning same property count395
40,601
 289
26,392
Acquired properties owned for entirety of comparable periods7
917
 1
180
Developments that reached completion by beginning of earliest comparable period presented8
512
 2
331
Disposed properties(11)(1,178) (7)(546)
Properties acquired through Equity One merger—
—
 110
14,181
SF adjustments (1)
—
14
 —
63
Ending same property count399
40,866
 395
40,601
      
(1) SF adjustments arise from remeasurements or redevelopments.
NAREIT FFO:

44

Nareit FFO and Core Operating Earnings:

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

(in thousands, except share information)

 

2021

 

 

2020

 

Reconciliation of Net income to Nareit FFO

 

 

 

 

 

 

Net income attributable to common stockholders

 

$

361,411

 

 

 

44,889

 

Adjustments to reconcile to Nareit FFO: (1)

 

 

 

 

 

 

Depreciation and amortization (excluding FF&E)

 

 

330,364

 

 

 

375,865

 

Goodwill impairment

 

 

—

 

 

 

132,128

 

Provision for impairment of real estate

 

 

95,815

 

 

 

18,778

 

Gain on sale of real estate

 

 

(100,499

)

 

 

(69,879

)

Exchangeable operating partnership units

 

 

1,615

 

 

 

203

 

Nareit FFO attributable to common stock and unit holders

 

$

688,706

 

 

$

501,984

 

Reconciliation of Nareit FFO to Core Operating Earnings

 

 

 

 

 

 

Nareit Funds From Operations

 

 

688,706

 

 

 

501,984

 

Adjustments to reconcile to Core Operating Earnings: (1)

 

 

 

 

 

 

Not Comparable Items

 

 

 

 

 

 

Early extinguishment of debt

 

 

—

 

 

 

22,043

 

Promote income

 

 

(13,589

)

 

 

—

 

Certain Non Cash Items

 

 

 

 

 

 

Straight line rent

 

 

(13,534

)

 

 

(15,605

)

Uncollectible straight line rent

 

 

(5,965

)

 

 

39,255

 

Above/below market rent amortization, net

 

 

(23,889

)

 

 

(41,293

)

Debt premium/discount amortization

 

 

(565

)

 

 

(1,233

)

Core Operating Earnings

 

$

631,164

 

 

$

505,151

 

(1)
Includes Regency's Pro-rata share of unconsolidated investment partnerships, net of Pro-rata share attributable to noncontrolling interests.
(in thousands, except share information) 2018 2017
Reconciliation of Net income to NAREIT FFO    
Net income attributable to common stockholders $249,127
 159,949
Adjustments to reconcile to NAREIT FFO: (1)
    
Depreciation and amortization (excluding FF&E) 390,603
 364,908
Provision for impairment to operating properties 37,895
 —
Gain on sale of operating properties, net of tax (25,293) (30,402)
Exchangeable operating partnership units 525
 388
NAREIT FFO attributable to common stock and unit holders $652,857
 494,843
     
(1) Includes Regency's pro-rata share of unconsolidated investment partnerships, net of pro-rata share attributable to noncontrolling interests.


Reconciliation of Same Property NOI to Nearest GAAP Measure:

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

(in thousands)

 

2021

 

 

2020

 

Net income attributable to common stockholders

 

$

361,411

 

 

 

44,889

 

Less:

 

 

 

 

 

 

Management, transaction, and other fees

 

 

40,337

 

 

 

26,501

 

Other (1)

 

 

46,860

 

 

 

25,912

 

Plus:

 

 

 

 

 

 

Depreciation and amortization

 

 

303,331

 

 

 

345,900

 

General and administrative

 

 

78,218

 

 

 

75,001

 

Other operating expense

 

 

5,751

 

 

 

12,642

 

Other expense

 

 

132,977

 

 

 

256,407

 

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

 

 

53,119

 

 

 

59,726

 

Net income attributable to noncontrolling interests

 

 

4,877

 

 

 

2,428

 

Pro-rata NOI

 

 

852,487

 

 

 

744,580

 

Less non-same property NOI (3)

 

 

(3,314

)

 

 

(11,472

)

Pro-rata same property NOI

 

$

849,173

 

 

$

733,108

 

(1)
Includes straight-line rental income and expense, net of reserves, above and below market rent amortization, other fees, and noncontrolling interest.
  2018 2017
(in thousands) Same Property 
Other (1)
 Total Same Property 
Other (1)
 Total
Net income (loss) attributable to common stockholders $416,657
 (167,530) 249,127
 344,386
 (184,437) 159,949
Less:            
Management, transaction, and other fees —
 28,494
 28,494
 —
 26,158
 26,158
Gain on sale of real estate, net of tax —
 28,343
 28,343
 —
 27,432
 27,432
Other (2)
 45,377
 11,529
 56,906
 37,812
 9,545
 47,357
Plus:            
Depreciation and amortization 333,001
 26,687
 359,688
 320,090
 14,111
 334,201
General and administrative —
 65,491
 65,491
 —
 67,624
 67,624
Other operating expense, excluding provision for doubtful accounts 727
 4,017
 4,744
 1,066
 74,430
 75,496
Other expense (income) 33,701
 165,460
 199,161
 44,627
 96,466
 141,093
Equity in income of investments in real estate excluded from NOI (3)
 53,640
 3,040
 56,680
 51,351
 1,939
 53,290
Net income attributable to noncontrolling interests —
 3,198
 3,198
 —
 2,903
 2,903
Preferred stock dividends and issuance costs —
 —
 —
 —
 16,128
 16,128
Same Property NOI for non-ownership periods of Equity One (4)
 —
 —
 —
 42,762
 —
 42,762
Pro-rata NOI, as adjusted $792,349
 31,997
 824,346
 766,470
 26,029
 792,499
             
(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 two month period ended February 28, 2017 was subject to a limited internal review by Regency. The table below provides Same Property NOI detail for the non-ownership period of Equity One.
(2)
Includes non-NOI income earned and expenses incurred at our unconsolidated real estate partnerships, including those separated out above for our consolidated properties.
(in thousands) Two Months Ended February 2017
Base rent $44,390
Percentage rent 1,265
Recoveries from tenants 13,863
Other income 611
Operating expenses 17,367
Pro-rata same property NOI, as adjusted 42,762
Less: Termination fees 30
Pro-rata same property NOI, as adjusted, excluding termination fees $42,732
(3)
Includes revenues and expenses attributable to non-same properties, sold properties, development properties, and corporate activities.



45

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 monitorA significant portion of our cash from operations is distributed to our common shareholders in the capital markets and evaluateform of dividends in order to maintain our ability to issue new debt or equity, to repay maturing debt, or fund our capital commitments.

status as a REIT.

Except for $500$200 million of unsecured public and private placement debt, our Parent Company has no capital commitments other than its guarantees of the commitments of our Operating Partnership. The Operating Partnership is a co-issuer and a guarantor on the $500 million of outstanding debt of our Parent Company. All remaining debt is held by our Operating Partnership or by our co-investment partnerships. The Operating Partnership is a co-issuer and a guarantor of the $200 million of outstanding debt of our Parent Company. The Parent Company will from time to time access the capital markets for the purpose of issuing new equity and will simultaneously contribute all of the offering proceeds to the Operating Partnership in exchange for additional partnership units.

We continually assess our available liquidity and our expected cash uses, which includes monitoring our tenant rent collections. Our rent collection experience during the pandemic has been lower than historical pre-pandemic averages, but has substantially improved during 2021 as compared to its low in the second quarter of 2020. During the three months ended December 31, 2021, billed base rent collections were 99% as of February 7, 2022. Although having improved significantly, collection rates are expected to remain lower than historical pre-pandemic averages for the next twelve months.

The success of our tenants and their ability to pay rent continues to be significantly influenced by many challenges including rising costs, labor shortages, supply chain constraints, reduced sales, store closures, capacity restrictions, and on-going variants of COVID-19.

We draw on multiple financing sources to fund our long-term capital needs, including the capital requirements of our in process and planned developments, redevelopments, capital expenditures, and the repayment of debt. We expect to meet these needs by using a combination of the following: cash flow from operations after funding our dividend, proceeds from the sale of real estate, mortgage loan and unsecured bank financing, distributions received from our co-investment partnerships, and when the capital markets are favorable, proceeds from the sale of equity or the issuance of new unsecured debt. We continually evaluate alternative financing options, and we believe we can obtain financing on reasonable terms.

We have no unsecured debt maturities until 2024 and a manageable level of secured mortgage maturities during the next 12 months, including those mortgages within our real estate partnerships. Based upon our available cash balance, sources of capital, our current credit ratings, and the number of high quality, unencumbered properties we own, we believe our available capital resources are sufficient to meet our expected capital needs.

needs for the next year.

In addition to our $42.5$93.1 million of unrestricted cash, at December 31, 2018, the Company haswe have the following additional sources of capital available:

(in thousands)

 

December 31, 2021

 

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

 

 

 

Original offering amount

 

$

500,000

 

Available capacity (1)

 

$

350,363

 

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

 

 

 

Total commitment amount

 

$

1,250,000

 

Available capacity (2)

 

$

1,240,619

 

Maturity (3)

 

March 23, 2025

 

(1)
During May and June 2021, we entered into forward sales agreements with respect to 2,316,760 shares that were executed in several tranches at a weighted average offering price of $64.59 per share before any underwriting discount and offering expenses. During September 2021, we settled 1,332,142 of the shares subject to forward sales agreements, receiving proceeds of $82.5 million. The remaining shares subject to forward sales agreements must be settled within approximately one year of their trade dates, which vary by agreement, and range from June 6, 2022 through June 11, 2022, and are expected to result in net proceeds of approximately $65 million.
(in thousands) December 31, 2018
ATM equity program (see note 11 to our Consolidated Financial Statements)  
Original offering amount $500,000
Available capacity $500,000
   
Line of Credit (the "Line") (see note 8 to our Consolidated Financial Statements)  
Total commitment amount $1,250,000
Available capacity (1)
 $1,095,612
Maturity (2)
 March 23, 2022
   
(1) Net of letters of credit.
(2) The Company has the option to extend the maturity for two additional six-month periods.
(2)
Net of letters of credit.
Our dividend distribution policy(3)
The Company has the option to extend the maturity for two additional six-month periods.

The declaration of dividends is setdetermined quarterly by our Board of Directors, who monitorsDirectors. On February 9, 2022, our financial position. Our Board of Directors recently declared a common stock dividend of $0.585$0.625 per share, payable on March 7, 2019,April 5, 2022, to shareholders of record as of February 25, 2019. FutureMarch 15, 2022. While future dividends will be declareddetermined at the discretion of our Board of Directors, and will be subject to capital requirements and availability. Wewe plan to continue paying an aggregate amount of distributions to our stock and unit holders that, at a minimum, meet the requirements to continue qualifying as a REIT for federal income tax purposes.

We expect to generatehave historically generated sufficient cash flow from operations to fund our dividend distributions. WeDuring

46

the years ended December 31, 2021 and 2020, we generated cash flow from operations of approximately $610.3$659.4 million and $469.8$499.1 million, for the years ended December 31, 2018respectively, and 2017, respectively. We paid $376.8$404.9 million and $328.3$301.9 million in dividends to our common and preferred stock and unit holders, for the years ended December 31, 2018 and 2017, respectively.

We currently do not have any preferred sharesdevelopment and redevelopment projects in various stages of construction, along with a pipeline of potential projects for future development or units issued and outstanding.

To meetredevelopment. After funding our additional cash requirements beyond ourcommon stock dividend we will utilize the following:
remaining cash generated from operations after dividends paid,
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.


During the next twelve months,payment in January 2022, we estimate that we will require capital during the next twelve months of approximately $171.8 million of cash to fund the following:
$143.7 million to complete$368.5 million. This required capital includes funding construction and related costs for leasing commissions and committed tenant improvements and in-process developments and redevelopments,
$13.2 million to repay maturing debt, and
$14.9 million to fund our pro-rata share of estimated making capital contributions to our co-investment partnerships, for repayment ofand repaying maturing debt.

If we start new developments redevelop additional shopping centers,or redevelopments, commit to newproperty acquisitions, prepayrepay debt prior to maturity, declare future dividends, or repurchase shares of our common stock, our cash requirements will increase. If we refinance maturing debt, our cash requirements will decrease. In addition, we have a contractual commitmentWe expect to purchase, through December 2019, upgenerate the necessary cash to an additional 90.6% ownership interest in an operating shopping center. We currently expectfund our long-term capital needs from cash flow from operations, borrowings from our Line, proceeds from the seller to require us to purchase an additional 25.6% ownership interest insale of real estate, mortgage loan and unsecured bank financing, and when the property by December 2019 for approximately $27.5 million.

capital markets are favorable, proceeds from the sale of equity or the issuance of new unsecured debt.

We endeavor to maintain a high percentage of unencumbered assets. As of December 31, 2018, 87.8%2021, 89.4% 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 annualizedtrailing twelve month Fixed charge coverage ratio, including our pro-rataPro-rata share of our partnerships, was 4.24.5x and 4.1 times3.6x for the periods ended December 31, 20182021 and 2017, respectively.

2020, respectively, and our Pro-rata net debt-to-operating EBITDAre ratio on a trailing twelve month basis was 5.1x and 6.0x, respectively, for the same periods.

Our Line Term Loans, and unsecured loansdebt require that we remain in compliance with various covenants, which are described in note 89 to the Consolidated Financial Statements. We are in compliance with these covenants at December 31, 20182021, 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) 2018 2017 Change
Net cash provided by operating activities $610,327
 469,784
 140,543
Net cash used in investing activities (106,024) (1,007,230) 901,206
Net cash (used in) provided by financing activities (508,494) 568,948
 (1,077,442)
Net (decrease) increase in cash and cash equivalents and restricted cash (4,191) 31,502
 (35,693)
Total cash and cash equivalents and restricted cash $45,190
 49,381
 (4,191)

(in thousands)

 

2021

 

 

2020

 

 

Change

 

Net cash provided by operating activities

 

$

659,388

 

 

 

499,118

 

 

 

160,270

 

Net cash used in investing activities

 

 

(286,352

)

 

 

(25,641

)

 

 

(260,711

)

Net cash used in financing activities

 

 

(656,459

)

 

 

(210,589

)

 

 

(445,870

)

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

 

 

(283,423

)

 

 

262,888

 

 

 

(546,311

)

Total cash, cash equivalents, and restricted cash

 

$

95,027

 

 

$

378,450

 

 

 

(283,423

)

Net cash provided by operating activities:

Net cash provided by operating activities increased by $140.5$160.3 million due to:

•
$119.3162.8 million increase in cash from operating income, including the additional cash flows from properties acquired through the Equity One mergerhigher rent collections on current and prior year rent billings, including collections of deferred rents, partially offset by,
•
$2.5 million decrease from cash paid in March 2017, net of merger costs;
$764,000 increase2021 to settle interest rate swaps on our term loan which was repaid in operating cash flow distributions from our unconsolidated real estate partnerships; and,January 2021.
$20.5 million net increase in cash due to timing of cash receipts and payments related to operating activities.


47

Net cash used in investing activities:

Net cash used in investing activities changed by $901.2$260.7 million as follows:

(in thousands)

 

2021

 

 

2020

 

 

Change

 

Cash flows from investing activities:

 

 

 

 

 

 

 

 

 

Acquisition of operating real estate, net of cash acquired of $2,991 in 2021

 

$

(392,051

)

 

 

(16,767

)

 

 

(375,284

)

Real estate development and capital improvements

 

 

(177,631

)

 

 

(180,804

)

 

 

3,173

 

Proceeds from sale of real estate

 

 

206,193

 

 

 

189,444

 

 

 

16,749

 

Proceeds from property insurance casualty claims

 

 

—

 

 

 

7,957

 

 

 

(7,957

)

Issuance of notes receivable, net

 

 

(20

)

 

 

(1,340

)

 

 

1,320

 

Investments in real estate partnerships

 

 

(23,476

)

 

 

(51,440

)

 

 

27,964

 

Return of capital from investments in real estate partnerships

 

 

99,945

 

 

 

32,125

 

 

 

67,820

 

Dividends on investment securities

 

 

813

 

 

 

353

 

 

 

460

 

Acquisition of investment securities

 

 

(23,971

)

 

 

(25,155

)

 

 

1,184

 

Proceeds from sale of investment securities

 

 

23,846

 

 

 

19,986

 

 

 

3,860

 

Net cash used in investing activities

 

$

(286,352

)

 

 

(25,641

)

 

 

(260,711

)

Significant changes in investing activities include:

•
We paid $392.1 million to purchase twelve operating properties during 2021, including seven properties in which we previously held a 20% interest. We paid $16.8 million for the acquisition of one property during 2020.
(in thousands) 2018 2017 Change
Cash flows from investing activities:      
Acquisition of operating real estate $(85,289) (124,727) 39,438
Advance deposits paid on acquisition of operating real estate —
 (4,917) 4,917
Acquisition of Equity One, net of cash and restricted cash acquired of $74,507 —
 (646,790) 646,790
Real estate development and capital improvements (226,191) (346,857) 120,666
Proceeds from sale of real estate investments 250,445
 110,015
 140,430
Proceeds from (issuance of) notes receivable 15,648
 (5,236) 20,884
Investments in real estate partnerships (74,238) (23,529) (50,709)
Distributions received from investments in real estate partnerships 14,647
 36,603
 (21,956)
Dividends on investment securities 531
 365
 166
Acquisition of investment securities (23,164) (23,535) 371
Proceeds from sale of investment securities 21,587
 21,378
 209
Net cash used in investing activities $(106,024) (1,007,230) 901,206
Significant investing and divesting activities included:
•
We invested $85.3 million in 2018 to acquire three operating properties. Other than those included with the Equity One merger, we invested $124.7 million in 2017 to acquire two operating properties and two real estate parcels at existing operating properties.
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 $646.8 million, net of cash and restricted cash acquired, to repay credit facilities not assumed with the merger at the closing date.
We invested $120.7$3.2 million less in 20182021 than 2017 on2020 in real estate development, redevelopment, and capital improvements, as further detailed in a tablethe tables below.
•
We received proceeds of $250.4$206.2 million from the sale of tenseven shopping centers and ninefive land parcels in 2018,2021, compared to $110.0$189.4 million for six shopping centers and nineeleven land parcels in 2017.2020.
•
We invested $74.2received property insurance claim proceeds of $8.0 million during 2020 primarily related to a single property damaged by a tornado in our real estate partnerships during 2018, including:2020 and additional proceeds received on prior year fire and tornado claims.
◦$48.8 million to fund our share of acquiring four operating properties,
◦$1.3 million to acquire an interest in one land parcel for development,
◦$21.9 million to fund our share of development and redevelopment activities, and
◦$2.2 million to fund our share of maturing debt.
During the same period in 2017, we•
We invested $23.5 million in our real estate partnerships during 2021, including:
◦$8.8 million to acquire an interest in one land parcel for development,
◦$7.8 million to fund our share of development and redevelopment activities, and
◦$6.9 million to fund our share of maturing debt.


o
$18.7 million to fund our share of debt refinancing activities,
Distributionso
$4.8 million to fund our share of development and redevelopment activities.

During the same period in 2020, we invested $51.4 million in our real estate partnerships, including:

o
$19.6 million to fund our share of development and redevelopment activities,
o
$16.0 million to fund our share of acquiring an additional equity interest in one partnership, and
o
$15.8 million to fund our share of debt refinancing activities.
•
Return of capital from our unconsolidated investments in real estate partnerships include return of capital fromincludes sales or financing proceeds. The $14.6$99.9 million received in 20182021 is driven by the sale of one land parcel and one operating property plus our share of proceeds from financingdebt refinancing activities at twoand the sale of four operating properties.properties and one land parcel. During the same period in 2017,2020, we received $36.6$32.1 million from the sale of threetwo operating properties and one land parcel plus our share of proceeds from debt refinancing certain operating properties within the partnerships.activities.
•
Acquisition of securities and proceeds from sale of securities pertain to investmentsinvestment activities held in our captive insurance company and our deferred compensation plan.

48

We plan to continue developing and redeveloping shopping centers for long-term investment purposes.investment. During 2018,2021, we deployed capital of $226.2$177.6 million for the development, redevelopment, and improvement of our real estate properties, as comprised of the following:

(in thousands)

 

2021

 

 

2020

 

 

Change

 

Capital expenditures:

 

 

 

 

 

 

 

 

 

Land acquisitions

 

$

11,820

 

 

 

—

 

 

 

11,820

 

Building and tenant improvements

 

 

53,752

 

 

 

46,902

 

 

 

6,850

 

Redevelopment costs

 

 

78,056

 

 

 

98,177

 

 

 

(20,121

)

Development costs

 

 

19,426

 

 

 

20,155

 

 

 

(729

)

Capitalized interest

 

 

4,085

 

 

 

3,762

 

 

 

323

 

Capitalized direct compensation

 

 

10,492

 

 

 

11,808

 

 

 

(1,316

)

Real estate development and capital improvements

 

$

177,631

 

 

 

180,804

 

 

 

(3,173

)

•
Land acquisitions increased $11.8 million primarily driven by the purchase of land formerly held under ground leases at two of our existing centers.
(in thousands) 2018 2017 Change
Capital expenditures:      
Land acquisitions for development / redevelopment $2,787
 24,775
 (21,988)
Building and tenant improvements 68,463
 54,200
 14,263
Redevelopment costs 51,351
 133,597
 (82,246)
Development costs 86,800
 109,601
 (22,801)
Capitalized interest 6,303
 7,946
 (1,643)
Capitalized direct compensation 10,487
 16,738
 (6,251)
Real estate development and capital improvements $226,191
 346,857
 (120,666)
During 2018 we acquired three land parcels for new development and redevelopment projects as compared to four land parcels acquired during 2017.
•
Building and tenant improvements increased $14.3$6.9 million during the year ended December 31, 20182021, primarily related to the overall increase in the sizetiming of our portfolio from the merger with Equity One in March 2017.capital projects.
•
Redevelopment expenditures were lower during 20182021 due to the timing magnitude, and numbermagnitude of projects currently in process. We intend to continuously improve our portfolio of shopping centers through redevelopment which can include adjacent land acquisition, existing building expansion, facade renovations,renovation, new out-parcel building construction, and redevelopment related tenant improvement costs. The size and magnitude of each redevelopment project varies with each redevelopment plan. The timing and duration of these projects could also result in volatility in NOI. See the tables below for more details about our redevelopment projects.
•
Development expenditures were lower in 2018 due toremained consistent based on the progress towards completiontiming and magnitude of our development projects currently in process. At December 31, 2018 and 2017, we had six and eight consolidated development projects, respectively, that were either under construction or in lease up. See the tables below for more details about our development projects.
•
Interest is capitalized on our development and redevelopment projects and is based on cumulative actual costs expended. We cease interest capitalization when the property is no longer being developed or is available for occupancy upon substantial completion of tenant improvements, but in no event would we capitalize interest on the project beyond 12twelve months after the anchor opens for business. If we reduce our development and redevelopment activity, the amount of interest that we capitalize may be lower than historical averages.
•
We have a staff of employees who directly support our development program, which includes redevelopment of our existing properties. We currently expect that our development activity will approximate our recent historical averages, although the amount of activity by type will vary and likely shift towards more redevelopment in the near future. Internal compensation costs directly attributable to these activities are capitalized as part of each project. ChangesWe currently expect that our development and redevelopment activities will approximate our recent historical averages, although the amount of activity will vary by type. Reduction in the level of future development activity could adversely impact results of operations by reducing the amount of internal costs for development projects that may be capitalized. A 10% reduction in developmentor redevelopment activity without a corresponding reduction in development related compensation costs could result in an additional charge to net income of $1.5 million per year.costs.


The following table summarizes our development projects in-process consolidated development projects:

and completed:

(in thousands, except cost PSF)

 

 

 

 

 

 

 

 

 

December 31, 2021

 

Property Name

 

Market

 

Ownership

 

Start Date

 

Estimated Stabilization Year (1)

 

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

 

 

Center GLA (3)

 

 

Cost PSF
of GLA (2) (3)

 

 

% of Costs
Incurred

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Developments In-Process

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Carytown Exchange - Phase I & II

 

Richmond, VA

 

64%

 

Q4-18

 

2023

 

$

29,174

 

 

 

74

 

 

$

394

 

 

 

73

%

East San Marco

 

Jacksonville, FL

 

100%

 

Q4-20

 

2024

 

 

19,519

 

 

 

59

 

 

 

331

 

 

 

59

%

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Developments Completed

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Baybrook East 1A (4)

 

Houston, TX

 

50%

 

Q4-20

 

2022

 

$

2,300

 

 

 

55

 

 

$

42

 

 

 

 

(1)
Estimated Stabilization Year represents the estimated first full calendar year that the project will reach our expected stabilized yield.
(in thousands, except cost PSF)December 31, 2018
Property Name Market Start Date Estimated/Actual Anchor Opens 
Estimated Net Development Costs (1)
 
% of Costs Incurred (1)
 GLA 
Cost PSF GLA (1)
The Village at Riverstone Houston, TX Q4-16 Sept-18 $30,658
 86% 167
 184
Pinecrest Place (2)
 Miami, FL Q1-17 Jan-18 16,373
 88% 70
 234
Mellody Farm Chicago, IL Q2-17 Sept-18 103,939
 80% 259
 401
Indigo Square Charleston, SC Q4-17 Mar-19 16,808
 81% 51
 330
Carytown Exchange (3)
 Richmond, VA Q4-18 Nov-20 26,360
 3% 107
 246
The Village at Hunter's Lake Tampa, FL Q4-18 Apr-20 21,999
 7% 72
 306
Total       $216,137
 67% 726
 $298
(1) Includes leasing costs and is net of tenant reimbursements.
(2) Estimated Net Development Costs for Pinecrest Place excludes the cost of land, which the Company has leased long term.
(3) Estimated Net Development Costs for Carytown Exchange excludes the cost of land, which was contributed by a partner.
(2)
Includes leasing costs and is net of tenant reimbursements.
(3)
Estimated Net Development Costs and GLA reported based on Regency’s ownership interest in the partnership at completion.

49

(4)
Estimated Net Development Costs for Baybrook East 1A is limited to our ownership interest in the value of land and site improvements to deliver a parcel to a grocer, under a ground lease agreement, to construct their building and improvements. This property is included in our Investments in real estate partnerships.

The following table summarizes our pro-rata shareredevelopment projects in-process and completed:

(in thousands)

 

 

 

 

 

 

 

December 31, 2021

 

Property Name

 

Market

 

Ownership

 

Start Date

 

Estimated Stabilization Year (1)

 

Estimated Incremental Project Costs (2) (3)

 

 

Center GLA (3)

 

 

% of Costs Incurred

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Redevelopments In-Process

 

 

 

 

 

 

 

 

 

 

 

 

 

The Crossing Clarendon

 

Metro, DC

 

100%

 

Q4-18

 

2024

 

$

57,374

 

 

 

129

 

 

 

63

%

The Abbot

 

Boston, MA

 

100%

 

Q2-19

 

2023

 

 

58,217

 

 

 

65

 

 

 

71

%

Sheridan Plaza

 

Hollywood, FL

 

100%

 

Q3-19

 

2022

 

 

12,115

 

 

 

507

 

 

 

85

%

Preston Oaks

 

Dallas, TX

 

100%

 

Q4-20

 

2023

 

 

22,327

 

 

 

103

 

 

 

66

%

Serramonte Center

 

San Francisco, CA

 

100%

 

Q4-20

 

2026

 

 

55,000

 

 

 

1,073

 

 

 

53

%

Westbard Square Phase I

 

Bethesda, MD

 

100%

 

Q2-21

 

2025

 

 

37,038

 

 

 

123

 

 

 

18

%

Various Properties

 

Various

 

100%

 

Various

 

Various

 

 

16,542

 

 

 

1,025

 

 

 

55

%

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Redevelopments Completed

 

 

 

 

 

 

 

 

 

 

 

 

 

Bloomingdale Square

 

Tampa, FL

 

100%

 

Q3-18

 

2022

 

$

21,327

 

 

 

 

 

 

 

Point 50

 

Metro, DC

 

100%

 

Q4-18

 

2023

 

 

17,354

 

 

 

 

 

 

 

West Bird Plaza

 

Miami, FL

 

100%

 

Q4-19

 

2022

 

 

10,338

 

 

 

 

 

 

 

Various Properties

 

Various

 

40%-100%

 

Various

 

Various

 

 

16,270

 

 

 

 

 

 

 

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

Despite management's planning and mitigations, including fixed construction contracts, contingencies in underwriting, and other planning efforts, inflation could have an effect on our construction costs necessary to complete our development projects:

(in thousands, except cost PSF)December 31, 2018
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 Sept-19 $22,639
 67% 87
 $260
Ballard Blocks II Seattle, WA Q1-18 Oct-19 32,161
 43% 57
 $564
Total       $54,800
 54% 144
 381
(1) Includes leasing costs and is net of tenant reimbursements.
The following table summarizes our completed consolidated development projects:
(in thousands, except cost PSF)December 31, 2018
Property Name Market Completion Date 
Net Development Costs (1)
 GLA 
Cost PSF GLA (1)
Chimney Rock Crossing New York, NY Q2-18 $70,105
 218
 $322
Northgate Marketplace Ph II Medford, OR Q2-18 40,791
 177
 230
Market at Springwoods Village (2)
 Houston, TX Q4-18 25,373
 167
 152
The Field at Commonwealth Metro DC Q4-18 43,378
 167
 260
Total     $179,647
 729
 $246
           
(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%.


and redevelopment projects. Additionally, labor shortages and supply chain issues could extend the time to completion.

Net cash (used in) provided byused in financing activities:

activities:

Net cash flows generated fromused in financing activities changed during 2018,2021, as follows:

(in thousands) 2018 2017 Change
Cash flows from financing activities:      
Equity issuances $—
 88,458
 (88,458)
Repurchase of common shares in conjunction with equity award plans (6,772) (18,649) 11,877
Common shares repurchased through share repurchase program (213,851) —
 (213,851)
Preferred stock redemption —
 (325,000) 325,000
Distributions to limited partners in consolidated partnerships, net (4,526) (8,139) 3,613
Dividend payments and operating partnership distributions (376,755) (328,314) (48,441)
Borrowings on unsecured credit facilities, net 85,000
 345,000
 (260,000)
Proceeds from debt issuance 301,251
 1,084,184
 (782,933)
Debt repayments, including early redemption costs (283,492) (255,421) (28,071)
Payment of loan costs (9,448) (13,271) 3,823
Proceeds from sale of treasury stock, net 99
 100
 (1)
Net cash (used in) provided by financing activities $(508,494) 568,948
 (1,077,442)

(in thousands)

 

2021

 

 

2020

 

 

Change

 

Cash flows from financing activities:

 

 

 

 

 

 

 

 

 

Net proceeds from common stock issuances

 

$

82,510

 

 

 

125,608

 

 

 

(43,098

)

Repurchase of common shares in conjunction with equity award plans

 

 

(4,083

)

 

 

(5,512

)

 

 

1,429

 

Distributions to limited partners in consolidated partnerships, net

 

 

(4,345

)

 

 

(2,770

)

 

 

(1,575

)

Dividend payments and operating partnership distributions

 

 

(404,900

)

 

 

(301,903

)

 

 

(102,997

)

Repayments of unsecured credit facilities, net

 

 

(265,000

)

 

 

(220,000

)

 

 

(45,000

)

Proceeds from debt issuance

 

 

—

 

 

 

598,830

 

 

 

(598,830

)

Debt repayment, including early redemption costs

 

 

(53,269

)

 

 

(400,048

)

 

 

346,779

 

Payment of loan costs

 

 

(7,468

)

 

 

(5,063

)

 

 

(2,405

)

Proceeds from sale of treasury stock, net

 

 

96

 

 

 

269

 

 

 

(173

)

Net cash used in financing activities

 

$

(656,459

)

 

 

(210,589

)

 

 

(445,870

)

Significant financing activities during the years ended December 31, 20182021 and 20172020 include the following:

•
We had noreceived proceeds of $82.5 million, net of costs, in 2021, upon partially settling our forward equity issuancessales
under our ATM program entered into during 2018. During December 2017, we raised $88.5May and June 2021. We received proceeds of $125.6 million, net of costs, in 2020 upon settling the remaining 1,250,000 shares under theour forward equity offering.sales under our ATM program.
•
We repurchased for cash a portion of the common stock relatedgranted to vestedemployees for stock based compensation awards to satisfy employee federal and state tax withholding requirements. The 2017 repurchases were higher due torequirements, which totaled $4.1 million and $5.5 million during the vesting of Equity One's stock-based compensation program as a result of the merger.years ended December 31, 2021 and 2020, respectively.

50

•
We paid $213.9 million to repurchase 3,689,104 common shares in 2018 through our repurchase program. Additionally, we repurchased 563,229 shares in December 2018 that settled for $32.8 million in January 2019.
We paid $325.0 million in 2017 to redeem all of our preferred stock.
Net distributions to Limited partners in consolidated partnerships decreased $3.6 million primarily due to proceeds from property refinancings distributed during 2017.
We paid $48.4$103.0 million more in dividends during 20182021 compared to 2020 primarily as a result of issuing common shares as merger considerationshifting our fourth quarter 2020 dividend payment date to acquire Equity One in 2017, combined withJanuary 2021 and an increase in common stock shares outstanding from partially settling our dividend rate from $2.10 per share during 2017 to $2.22 per share during 2018.forward equity sales.
•
We had the following debt related activity during 2018:2021:
▪We borrowed, net of payments, an additional $85.0 million on our Line.
▪We received proceeds of $299.5 million upon issuance, in March, of $300.0 million of senior unsecured public notes and drew $1.7 million on a construction loan to fund an in-process development project.
▪We paid $160.5 million, including a make-whole premium, to early redeem our senior unsecured public notes originally due June 2020 and $123.0 million to pay scheduled principal mortgage payments and mortgages maturities.
▪We paid $9.4 million of loan costs in connection with our public note offering above and expanding our Line commitment.


o
We paid $265 million to repay our outstanding term loan, and
o
We paid $53.3 million for secured debt payments, including:
▪
$42.0 million to repay four mortgages; and
▪
$11.3 million in principal mortgage payments.
o
We paid $7.5 million of loan costs in connection with the renewal of our Line.
•
We had the following debt related activity during 2017:2020:
▪We borrowed, net of payments, an additional $45.0 million on our Line.
▪We received proceeds of $300.0 million upon closing a new term loan related to the merger with Equity One.
▪We received proceeds of $1.1 billion from debt issuances including
*$953.1 million, including debt premiums, from our $950.0 million senior unsecured public note issuances in 2017. The debt proceeds were used as follows:
*$325 million used to redeem all of our preferred stock,
*$415 million used to fund consideration paid to Equity One to repay its credit facilities not assumed by the Company in the merger, and
*$213.1 million used to retire mortgage loans and to reduce the outstanding balance on the Line;
*$122.5 million from mortgage loans, and
*$8.6 million in construction loan proceeds.
▪We paid $255.4 million to repay or refinance mortgage loans and to pay scheduled principal payments.
▪We paid $13.3 million of loan costs in connection with the new debt issued above, including expanding our Line commitment.


o
We repaid, net of draws, an additional $220 million on our Line.

o
We received net proceeds of $598.8 million upon issuance, in May 2020, of senior unsecured public notes.
o
We paid $400.0 million for other debt repayments, including:
▪
$321.7 million, including a make-whole premium, to redeem our senior unsecured public notes originally due November 2022;
▪
$67.2 million to repay four mortgages; and
▪
$11.1 million in principal mortgage payments.
o
We paid $5.1 million of loan costs in connection with our public note offerings above.

Contractual Obligations

We have debtcontractual obligations relatedat December 31, 2021, which are discussed in our notes to our mortgageConsolidated Financial Statements and include:

•
Mortgage loans, unsecured notes, and unsecured credit facilities and interest rate swap obligations as described further below anddiscussed in note 8, note 9, and related interest rate swaps as discussed in note 16 to the Consolidated Financial Statements. 10;
•
We have shopping centers that are subject to non-cancelable long-term ground leases where a third party owns and has leased the underlying land to us to construct and/or operate a shopping center. We also have non-cancelable operating leases pertaining to office space from which we conduct our business. In addition, at December 31, 2018, we have a contractual commitment to purchase, through December 2019, up to an additional 90.6% ownership interestThese lease obligations are discussed in an operating shopping center. We currently expect the seller to require us to purchase an additional 25.6% ownership interest in the property by December 2019 for approximately $27.5 million.note 7;
The following table of Contractual Obligations summarizes our debt maturities, including our pro-rata•
Our share of obligationsmortgage loans within co-investmentour Investments in real estate partnerships, as of December 31, 2018, and excludes the following:discussed in note 4;
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 1314 to the Consolidated Financial Statements.
Statements; and
  Payments Due by Period  
(in thousands) 2019 2020 2021 2022 2023 Beyond 5 Years Total
Notes payable:              
Regency (1)
 $163,223
 523,669
 457,680
 827,419
 156,771
 2,806,715
 $4,935,477
Regency's share of joint ventures (1) (2)
 46,303
 122,512
 119,233
 80,113
 73,424
 196,027
 637,612
Operating leases:              
Regency - office leases 4,982
 4,908
 3,858
 2,893
 2,189
 5,944
 24,774
Subleases:              
Regency - office leases (577) (614) (309) —
 —
 —
 (1,500)
Ground leases:              
Regency 10,672
 10,439
 10,344
 10,258
 10,369
 461,762
 513,844
Regency's share of joint ventures 393
 394
 394
 394
 394
 18,073
 20,042
Purchase commitment 27,547
 —
 —
 —
 —
 —
 27,547
U.S. Treasury rate lock 5,491
 —
 —
 —
 —
 —
 5,491
Total $258,034
 661,308
 591,200
 921,077
 243,147
 3,488,521
 $6,163,287
               
(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.
•
We will also incur obligations related to construction or development contracts on projects in process; however, future amounts under these construction contracts are not due until future satisfactory performance under the contracts.



Critical Accounting Estimates

Knowledge about our 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

51

Collectibility of Lease Income

Lease income, which includes base rent, percentage rent, and expense recoveries from tenants for common area maintenance costs, insurance and real estate taxes are the Company's principal source of revenue. As a result of generating this revenue, we will routinely have accounts receivable due from tenants. We

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



Real Estate Investments

Acquisition of Real Estate Investments

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

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

The value of in-place leases is estimated based on the value associated with asset acquisitions are capitalized, while suchthe costs are expensed for business combinationsavoided in the period incurred.

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. The Company consolidates partnerships in which it owns less than 100%, but which it controls. Control is determined using an evaluation based on accounting standards relatedoriginating leases compared to the consolidationacquired in-place leases as well as the value associated with lost rental and recovery revenue during the assumed lease-up period. The value of variable interest entities ("VIEs")in-place leases is recorded to Depreciation and voting interest entities. For joint ventures that are determined to be a VIE,amortization expense in 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. 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 partnership is recognized in Equity in income (loss) of investments in real estate partnerships in our Consolidated Statements of Operations.
DevelopmentOperations over the remaining expected term of the respective leases.

Above-market and Redevelopmentbelow-market in-place lease values for acquired properties are recorded based on the present value of Real Estate Assets and Cost Capitalization

We have a development program, which includes redevelopment of our existing properties. We capitalize the acquisition of land,difference between (i) the construction of buildings, and other specifically identifiable development costs incurred by recording them in Real estate assets, at cost, in our accompanying Consolidated Balance Sheets. Other specifically identifiable development costs include pre-development costs essentialcontractual amounts to be paid pursuant to the development process, as well as, interest, real estate taxes,in-place leases and direct employee costs incurred during(ii) management's estimate of fair market lease rates for comparable in-place leases, measured over a period equal to the development period. Once a development property is substantially complete and held available for occupancy, these indirect costs are no longer capitalized.
Pre-development costs are incurred prior to land acquisition during the due diligence phase and include contract deposits, legal, engineering, and other professional fees related to evaluating the feasibility of developing a shopping center. If we determine it is probable that a specific project undergoing due diligence will not be developed, we immediately expense all related capitalized pre-development costs not considered recoverable.
Interest costs are capitalized to each development project based on applying our weighted average borrowing rate to that portionremaining non-cancelable term of the actual development costs expended. We cease interest cost capitalization when the propertylease, including below-market renewal options, if applicable. The value of above-market leases is no longer being developed or is available for occupancy upon substantial completionamortized as a reduction 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, 2018, 2017, and 2016, we capitalized interest of $7.0 million, $7.9 million, and $3.5 million, respectively, on our development projects.
Real estate taxes are capitalized to each development projectLease income over the same period as we capitalize interest.
We have a staffremaining terms of employees who directly support our development program. All direct internal costs attributablethe respective leases and the value of below-market leases is accreted to Lease income over the remaining terms of the respective leases, including below-market renewal options, if applicable.

Changes to these development activities are capitalized as partassumptions could result in a different pattern of each development project. The capitalization of costs is directly relatedrecognition. If tenants do not remain in their lease through the expected term or exercise an assumed renewal option, there could be a material impact to the actual level of development activity occurring. During the years ended December 31, 2018, 2017, and 2016, we capitalized $17.1 million, $17.6 million, and $13.0 million, respectively, of direct internal costs incurred to support our development program.



earnings.

Valuation of Real Estate Investments

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

The estimated fair value of real estate assets is subjective and is estimated through comparable sales information and other market data if available, as well as the use of an income approach such as the direct capitalization method or the discounted cash flow approach.

52

The discounted cash flow method uses similar assumptions to the undiscounted cash flow method above, as well as a discount rate. Such cash flow projections and rates are subject to management judgment and changes in those assumptions could impact the estimation of fair value. In estimating the fair value of undeveloped land, we generally use market data and comparable sales information. Changes in our disposition strategy or changes in the marketplace may alter the expected hold period of an asset or asset group, which may result in an impairment loss and such loss could be material to the Company's financial condition or operating performance.

Recent Accounting Pronouncements

See Note 1 to Consolidated Financial Statements.

Environmental Matters

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

As of December 31, 2021, we had accrued liabilities of $9.0 million for our Pro-rata share of environmental remediation, including our Investments in real estate partnerships. We believe that the ultimate remediation of currently known environmental matters will not have a material effect on our financial position, liquidity, or results of operations. We can give no assurance that existing environmental studies on our shopping centers have revealed all potential environmental contamination; that our estimate of liabilities will not change as more information becomes available; that any previous owner, occupant or tenant did not create any material environmental condition not known to us; that the current environmental condition of the shopping centers will not be affected by tenants and occupants, by the condition of nearby properties, or by unrelated third parties; or that changes in applicable environmental laws and regulations or their interpretation will not result in additional environmental liability to us.

Item 7A. Quantitative and Qualitative Disclosures about Market Risk

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

•
We have a Line commitment, as further described in note 9 to the Consolidated Financial Statements, which has a variable interest rate that as of December 31, 2021 is based upon an annual rate of LIBOR plus 0.875%. LIBOR rates charged on our Line change monthly and the spread on the Line is dependent upon maintaining specific credit ratings. If our credit ratings are downgraded, the spread on the Line would increase, resulting in higher interest costs. The interest rate spread based on our credit rating ranges from LIBOR plus 0.700% to LIBOR plus 1.550%.
•
We are also exposed to changes in interest rates when we refinance our existing long-term fixed rate debt. The objective of our interest rate risk management program is to limit the impact of interest rate changes on earnings and cash flows. To achieve these objectives, we borrow primarily at fixed interest rates and may enter into derivative financial instruments such as interest rate swaps, caps, or treasury locks in order to mitigate our interest rate risk on a related financial instrument. We do not enter into derivative or interest rate transactions for speculative purposes. Our interest rate swaps are structured solely for the purpose of interest rate protection.

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

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, 2021. For variable rate mortgages and unsecured credit facilities for which we have interest rate swaps in place to fix the interest rate, they are included in the Fixed rate debt section below at their all-in fixed rate. The table is presented by year of expected maturity to evaluate the expected cash flows and sensitivity to interest rate changes. Although the average interest rate for variable rate debt is included in the table, those rates represent rates that

53

existed as of December 31, 2021, 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 $50,000 per year based on $5.0 million of floating rate mortgage debt outstanding at December 31, 2021. If the Company increases its line of credit balance in the future, additional decreases to future earnings and cash flows could occur.

Further, the table below incorporates only those exposures that exist as of December 31, 2021, and does not consider exposures or positions that could arise after that date or obligations repaid before maturity. Since firm commitments are not presented, the table has limited predictive value. As a result, our ultimate realized gain or loss with respect to interest rate fluctuations will depend on the exposures that arise during the period, our hedging strategies at that time, and actual interest rates.

The table below presents the principal cash flow payments associated with our outstanding debt by year, weighted average interest rates on debt outstanding at each year-end, and fair value of total debt as of December 31, 2021.

(dollars in thousands)

 

2022

 

 

2023

 

 

2024

 

 

2025

 

 

2026

 

 

Thereafter

 

 

Total

 

 

Fair Value

 

Fixed rate debt (1)

 

$

17,237

 

 

 

69,071

 

 

 

345,591

 

 

 

293,732

 

 

 

291,922

 

 

 

2,719,895

 

 

 

3,737,448

 

 

 

4,098,533

 

Average interest rate for all fixed rate debt (2)

 

 

3.83

%

 

 

3.82

%

 

 

3.83

%

 

 

3.84

%

 

 

3.84

%

 

 

3.84

%

 

 

 

 

 

 

Variable rate LIBOR debt (1)

 

$

—

 

 

 

5,000

 

 

 

—

 

 

 

—

 

 

 

—

 

 

 

—

 

 

 

5,000

 

 

 

5,000

 

Average interest rate for all variable rate debt (2)

 

 

1.59

%

 

 

1.59

%

 

 

—

%

 

 

—

%

 

 

—

%

 

 

—

%

 

 

 

 

 

 

(1)
Reflects amount of debt maturities during each of the years presented as of December 31, 2021.
(2)
Reflects weighted average interest rates of debt outstanding at the end of each year presented. For variable rate debt, the benchmark interest rate (LIBOR), as of December 31, 2021, was used to determine the average rate for all future periods.

54

Item 8. Consolidated Financial Statements and Supplementary Data

Regency Centers Corporation and Regency Centers, L.P.

Index to Financial Statements

Reports of Independent Registered Public Accounting Firm

56

Regency Centers Corporation:

Consolidated Balance Sheets as of December 31, 2021 and 2020

62

Consolidated Statements of Operations for the years ended December 31, 2021, 2020, and 2019

63

Consolidated Statements of Comprehensive Income for the years ended December 31, 2021, 2020, and 2019

64

Consolidated Statements of Equity for the years ended December 31, 2021, 2020, and 2019

65

Consolidated Statements of Cash Flows for the years ended December 31, 2021, 2020, and 2019

67

Regency Centers, L.P.:

Consolidated Balance Sheets as of December 31, 2021 and 2020

69

Consolidated Statements of Operations for the years ended December 31, 2021, 2020, and 2019

70

Consolidated Statements of Comprehensive Income for the years ended December 31, 2021, 2020, and 2019

71

Consolidated Statements of Capital for the years ended December 31, 2021, 2020, and 2019

72

Consolidated Statements of Cash Flows for the years ended December 31, 2021, 2020, and 2019

74

Notes to Consolidated Financial Statements

76

Financial Statement Schedule

Schedule III - Consolidated Real Estate and Accumulated Depreciation - December 31, 2021

Error! Bookmark not defined.

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.

55

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, 2021 and 2020, 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, 2021, and the related notes and financial statement schedule III - Consolidated Real Estate and Accumulated Depreciation (collectively, the consolidated financial statements). In our opinion, the consolidated financial statements present fairly, in all material respects, the financial position of the Company as of December 31, 2021 and 2020, and the results of its operations and its cash flows for each of the years in the three-year period ended December 31, 2021, 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, 2021, 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 17, 2022 expressed an unqualified opinion on the effectiveness of the Company’s internal control over financial reporting.

Basis for Opinion

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

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

Critical Audit Matter

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

Evaluation of real estate properties for impairment

As discussed in Note 1 to the consolidated financial statements and presented on the consolidated balance sheet, real estate assets, less accumulated depreciation was $9.3 billion as of December 31, 2021. The Company evaluates real estate properties (including any related amortizable intangible assets or liabilities) for impairment whenever there are events or changes in circumstances that indicate the carrying value of the real estate properties may not be recoverable. To the extent that the carrying value of a real estate property is determined not to be recoverable based on an undiscounted cash flow analysis, an impairment loss is recognized equal to the excess of carrying value over the property’s estimated fair value. Fair value of real estate properties is estimated by using a comparable sales approach or a discounted cash flow approach. As discussed in Note 11 to the consolidated financial statements, the Company recognized an impairment loss of $84.3 million for the year ended December 31, 2021 associated with Potrero shopping centers (200 Potrero and Potrero Center).

We identified the evaluation of certain real estate properties for impairment as a critical audit matter. Subjective auditor judgment was required to assess the relevant events or changes in circumstances that the Company used to evaluate whether

56

the carrying value of certain real estate properties may not be recoverable, specifically a shortening of the expected holding period. In addition, subjective auditor judgment was required to evaluate the discounted cash flow analysis used by the Company to estimate the fair value of Potrero Center. The significant assumptions used to estimate the fair value of Potrero Center were the discount rate and terminal capitalization rate. The evaluation of these significant assumptions required involvement of valuation professionals with specialized skills and knowledge.

The following are the primary procedures we performed to address this critical audit matter. We evaluated the design and tested the operating effectiveness of controls related to (1) identifying relevant events or changes in circumstances that the Company used to evaluate whether the carrying value of certain real estate properties may not be recoverable, including controls over the expected holding period, and (2) significant assumptions used in the discounted cash flow analysis to estimate the fair value of Potrero Center. To identify relevant events or changes in circumstances indicating a shortening of the expected holding period, we:

•
inquired of management and obtained written representations regarding potential plans, if any, to dispose of certain real estate properties
•
inquired about the Company’s plans with others in the organization who are responsible for, and have authority over, potential disposition activities
•
analyzed documents prepared by the Company regarding potentially relevant events or changes in circumstances
•
inspected listings from external sources of real estate properties for sale by the Company to identify information indicating a potential sale of certain real estate properties

With the assistance of our valuation professionals with specialized skills and knowledge, we evaluated the significant assumptions used in the discounted cash flows analysis for Potrero Center by:

•
comparing the terminal capitalization rate and discount rate to publicly available market data and published third-party industry reports with consideration of property specific factors.

/s/ KPMG LLP

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

Jacksonville, Florida

February 17, 2022

57

Report of Independent Registered Public Accounting Firm

To the Stockholders and Board of Directors

Regency Centers Corporation:

Opinion on Internal Control Over Financial Reporting

We have audited Regency Centers Corporation and subsidiaries' (the Company) internal control over financial reporting as of December 31, 2021, 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, 2021, 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, 2021 and 2020, 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, 2021, and the related notes and financial statement schedule III - Consolidated Real Estate and Accumulated Depreciation (collectively, the consolidated financial statements), and our report dated February 17, 2022 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 17, 2022

58

Report of Independent Registered Public Accounting Firm

To the Board of Directors of Regency

Centers Corporation, and the

Partners of Regency Centers, L.P.:

Opinion on the Consolidated Financial Statements

We have audited the accompanying consolidated balance sheets of Regency Centers, L.P. and subsidiaries (the Partnership) as of December 31, 2021 and 2020, 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, 2021, and the related notes and financial statement schedule III - Consolidated Real Estate and Accumulated Depreciation (collectively, the consolidated financial statements). In our opinion, the consolidated financial statements present fairly, in all material respects, the financial position of the Partnership as of December 31, 2021 and 2020, and the results of its operations and its cash flows for each of the years in the three-year period ended December 31, 2021, 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, 2021, 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 17, 2022 expressed an unqualified opinion on the effectiveness of the Partnership’s internal control over financial reporting.

Basis for Opinion

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

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

Critical Audit Matter

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

Evaluation of real estate properties for impairment

As discussed in Note 1 to the consolidated financial statements and presented on the consolidated balance sheet, real estate assets, less accumulated depreciation was $9.3 billion as of December 31, 2021. The Partnership evaluates real estate properties (including any related amortizable intangible assets or liabilities) for impairment whenever there are events or changes in circumstances that indicate the carrying value of the real estate properties may not be recoverable. To the extent that the carrying value of a real estate property is determined not to be recoverable based on an undiscounted cash flow analysis, an impairment loss is recognized equal to the excess of carrying value over the property’s estimated fair value. Fair value of real estate properties is estimated by using a comparable sales approach or a discounted cash flow approach. As discussed in Note 11 to the consolidated financial statements, the Partnership recognized an impairment loss of $84.3 million for the year ended December 31, 2021 associated with Potrero shopping centers (200 Potrero and Potrero Center).

We identified the evaluation of certain real estate properties for impairment as a critical audit matter. Subjective auditor judgment was required to assess the relevant events or changes in circumstances that the Partnership used to evaluate whether

59

the carrying value of certain real estate properties may not be recoverable, specifically a shortening of the expected holding period. In addition, subjective auditor judgment was required to evaluate the discounted cash flow analysis used by the Partnership to estimate the fair value of Potrero Center. The significant assumptions used to estimate the fair value of Potrero Center were the discount rate and terminal capitalization rate. The evaluation of these significant assumptions required involvement of valuation professionals with specialized skills and knowledge.

The following are the primary procedures we performed to address this critical audit matter. We evaluated the design and tested the operating effectiveness of controls related to (1) identifying relevant events or changes in circumstances that the Partnership used to evaluate whether the carrying value of certain real estate properties may not be recoverable, including controls over the expected holding period, and (2) significant assumptions used in the discounted cash flow analysis to estimate the fair value of Potrero Center. To identify relevant events or changes in circumstances indicating a shortening of the expected holding period, we:

•
inquired of management and obtained written representations regarding potential plans, if any, to dispose of certain real estate properties
•
inquired about the Partnership’s plans with others in the organization who are responsible for, and have authority over, potential disposition activities
•
analyzed documents prepared by the Partnership regarding potentially relevant events or changes in circumstances
•
inspected listings from external sources of real estate properties for sale by the Partnership to identify information indicating a potential sale of certain real estate properties

With the assistance of our valuation professionals with specialized skills and knowledge, we evaluated the significant assumptions used in the discounted cash flows analysis for Potrero Center by:

•
comparing the terminal capitalization rate and discount rate to publicly available market data and published third-party industry reports with consideration of property specific factors.

/s/ KPMG LLP

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

Jacksonville, Florida

February 17, 2022

60

Report of Independent Registered Public Accounting Firm

To the Board of Directors of Regency

Centers Corporation, and the

Partners of Regency Centers, L.P.:

Opinion on Internal Control Over Financial Reporting

We have audited Regency Centers, L.P. and subsidiaries' (the Partnership) internal control over financial reporting as of December 31, 2021, 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, 2021, 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, 2021 and 2020, 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, 2021, and the related notes and financial statement schedule III - Consolidated Real Estate and Accumulated Depreciation (collectively, the consolidated financial statements), and our report dated February 17, 2022 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 17, 2022

61

REGENCY CENTERS CORPORATION

Consolidated Balance Sheets

December 31, 2021 and 2020

(in thousands, except share data)

 

 

2021

 

 

2020

 

Assets

 

 

 

 

 

 

Real estate assets, at cost (note 1):

 

$

11,495,581

 

 

 

11,101,858

 

Less: accumulated depreciation

 

 

2,174,963

 

 

 

1,994,108

 

Real estate assets, net

 

 

9,320,618

 

 

 

9,107,750

 

Investments in real estate partnerships (note 4)

 

 

372,591

 

 

 

467,155

 

Properties held for sale

 

 

25,574

 

 

 

33,934

 

Cash, cash equivalents, and restricted cash, including $1,930 and $2,377 of restricted cash at December 31, 2021 and 2020, respectively (note 1)

 

 

95,027

 

 

 

378,450

 

Tenant and other receivables (note 1)

 

 

153,091

 

 

 

143,633

 

Deferred leasing costs, less accumulated amortization of $117,878 and $113,959 at December 31, 2021 and 2020, respectively

 

 

65,741

 

 

 

67,910

 

Acquired lease intangible assets, less accumulated amortization of $312,186 and $284,880 at December 31, 2021 and 2020, respectively (note 6)

 

 

212,707

 

 

 

188,799

 

Right of use assets, net

 

 

280,783

 

 

 

287,827

 

Other assets (note 5)

 

 

266,431

 

 

 

261,446

 

Total assets

 

$

10,792,563

 

 

 

10,936,904

 

Liabilities and Equity

 

 

 

 

 

 

Liabilities:

 

 

 

 

 

 

Notes payable (note 9)

 

$

3,718,944

 

 

 

3,658,405

 

Unsecured credit facilities (note 9)

 

 

—

 

 

 

264,679

 

Accounts payable and other liabilities

 

 

322,271

 

 

 

302,361

 

Acquired lease intangible liabilities, less accumulated amortization of $172,293 and $145,966 at December 31, 2021 and 2020, respectively (note 6)

 

 

363,276

 

 

 

377,712

 

Lease liabilities

 

 

215,788

 

 

 

220,390

 

Tenants’ security, escrow deposits and prepaid rent

 

 

62,352

 

 

 

55,210

 

Total liabilities

 

 

4,682,631

 

 

 

4,878,757

 

Commitments and contingencies (note 16)

 

 

—

 

 

 

—

 

Equity:

 

 

 

 

 

 

Stockholders’ equity (note 12):

 

 

 

 

 

 

Common stock $0.01 par value per share, 220,000,000 shares authorized; 171,213,008 and 169,680,138 shares issued at December 31, 2021 and 2020, respectively

 

 

1,712

 

 

 

1,697

 

Treasury stock at cost, 427,901 and 459,828 shares held at December 31, 2021 and 2020, respectively

 

 

(22,758

)

 

 

(24,436

)

Additional paid-in capital

 

 

7,883,458

 

 

 

7,792,082

 

Accumulated other comprehensive loss

 

 

(10,227

)

 

 

(18,625

)

Distributions in excess of net income

 

 

(1,814,814

)

 

 

(1,765,806

)

Total stockholders’ equity

 

 

6,037,371

 

 

 

5,984,912

 

Noncontrolling interests (note 12):

 

 

 

 

 

 

Exchangeable operating partnership units, aggregate redemption value of $56,844 and $34,878 at December 31, 2021 and 2020, respectively

 

 

35,447

 

 

 

35,727

 

Limited partners’ interests in consolidated partnerships (note 1)

 

 

37,114

 

 

 

37,508

 

Total noncontrolling interests

 

 

72,561

 

 

 

73,235

 

Total equity

 

 

6,109,932

 

 

 

6,058,147

 

Total liabilities and equity

 

$

10,792,563

 

 

 

10,936,904

 

See accompanying notes to consolidated financial statements.

62

REGENCY CENTERS CORPORATION

Consolidated Statements of Operations

For the years ended December 31, 2021, 2020, and 2019

(in thousands, except per share data)

 

 

2021

 

 

2020

 

 

2019

 

Revenues:

 

 

 

 

 

 

 

 

 

Lease income

 

$

1,113,368

 

 

 

980,166

 

 

 

1,094,301

 

Other property income

 

 

12,456

 

 

 

9,508

 

 

 

9,201

 

Management, transaction, and other fees

 

 

40,337

 

 

 

26,501

 

 

 

29,636

 

Total revenues

 

 

1,166,161

 

 

 

1,016,175

 

 

 

1,133,138

 

Operating expenses:

 

 

 

 

 

 

 

 

 

Depreciation and amortization

 

 

303,331

 

 

 

345,900

 

 

 

374,283

 

Operating and maintenance

 

 

184,553

 

 

 

170,073

 

 

 

169,909

 

General and administrative

 

 

78,218

 

 

 

75,001

 

 

 

74,984

 

Real estate taxes

 

 

142,129

 

 

 

143,004

 

 

 

136,236

 

Other operating expenses

 

 

5,751

 

 

 

12,642

 

 

 

7,814

 

Total operating expenses

 

 

713,982

 

 

 

746,620

 

 

 

763,226

 

Other expense (income):

 

 

 

 

 

 

 

 

 

Interest expense, net

 

 

145,170

 

 

 

156,678

 

 

 

151,264

 

Goodwill impairment

 

 

—

 

 

 

132,128

 

 

 

—

 

Provision for impairment of real estate

 

 

84,389

 

 

 

18,536

 

 

 

54,174

 

Gain on sale of real estate, net of tax

 

 

(91,119

)

 

 

(67,465

)

 

 

(24,242

)

Early extinguishment of debt

 

 

—

 

 

 

21,837

 

 

 

11,982

 

Net investment income

 

 

(5,463

)

 

 

(5,307

)

 

 

(5,568

)

Total other expense (income)

 

 

132,977

 

 

 

256,407

 

 

 

187,610

 

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

 

 

319,202

 

 

 

13,148

 

 

 

182,302

 

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

 

 

47,086

 

 

 

34,169

 

 

 

60,956

 

Net income

 

 

366,288

 

 

 

47,317

 

 

 

243,258

 

Noncontrolling interests:

 

 

 

 

 

 

 

 

 

Exchangeable operating partnership units

 

 

(1,615

)

 

 

(203

)

 

 

(634

)

Limited partners’ interests in consolidated partnerships

 

 

(3,262

)

 

 

(2,225

)

 

 

(3,194

)

Income attributable to noncontrolling interests

 

 

(4,877

)

 

 

(2,428

)

 

 

(3,828

)

Net income attributable to common stockholders

 

$

361,411

 

 

 

44,889

 

 

 

239,430

 

Income per common share - basic (note 15)

 

$

2.12

 

 

 

0.27

 

 

 

1.43

 

Income per common share - diluted (note 15)

 

$

2.12

 

 

 

0.26

 

 

 

1.43

 

See accompanying notes to consolidated financial statements.

63

REGENCY CENTERS CORPORATION

Consolidated Statements of Comprehensive Income

For the years ended December 31, 2021, 2020, and 2019

(in thousands)

 

 

2021

 

 

2020

 

 

2019

 

Net income

 

$

366,288

 

 

 

47,317

 

 

 

243,258

 

Other comprehensive income (loss):

 

 

 

 

 

 

 

 

 

Effective portion of change in fair value of derivative instruments:

 

 

 

 

 

 

 

 

 

Effective portion of change in fair value of derivative instruments

 

 

5,391

 

 

 

(19,187

)

 

 

(15,585

)

Reclassification adjustment of derivative instruments included in net income

 

 

4,141

 

 

 

11,262

 

 

 

3,269

 

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

 

 

(405

)

 

 

320

 

 

 

315

 

Other comprehensive income (loss)

 

 

9,127

 

 

 

(7,605

)

 

 

(12,001

)

Comprehensive income

 

 

375,415

 

 

 

39,712

 

 

 

231,257

 

Less: comprehensive income attributable to noncontrolling interests:

 

 

 

 

 

 

 

 

 

Net income attributable to noncontrolling interests

 

 

4,877

 

 

 

2,428

 

 

 

3,828

 

Other comprehensive income (loss) attributable to noncontrolling interests

 

 

729

 

 

 

(977

)

 

 

(931

)

Comprehensive income attributable to noncontrolling interests

 

 

5,606

 

 

 

1,451

 

 

 

2,897

 

Comprehensive income attributable to the Company

 

$

369,809

 

 

 

38,261

 

 

 

228,360

 

See accompanying notes to consolidated financial statements.

64

REGENCY CENTERS CORPORATION

Consolidated Statements of Equity

For the years ended December 31, 2021, 2020, and 2019

(in thousands, except per share data)

 

 

Stockholders' Equity

 

 

Noncontrolling Interests

 

 

 

 

 

 

Common
Stock

 

 

Treasury
Stock

 

 

Additional
Paid In
Capital

 

 

Accumulated
Other
Comprehensive
Loss

 

 

Distributions
in Excess of
Net Income

 

 

Total
Stockholders’
Equity

 

 

Exchangeable
Operating
Partnership
Units

 

 

Limited
Partners’
Interest in
Consolidated
Partnerships

 

 

Total
Noncontrolling
Interests

 

 

Total
Equity

 

Balance at December 31, 2018

 

 

1,679

 

 

 

(19,834

)

 

 

7,672,517

 

 

 

(927

)

 

 

(1,255,465

)

 

 

6,397,970

 

 

 

10,666

 

 

 

41,532

 

 

 

52,198

 

 

 

6,450,168

 

Net income

 

 

—

 

 

 

—

 

 

 

—

 

 

 

—

 

 

 

239,430

 

 

 

239,430

 

 

 

634

 

 

 

3,194

 

 

 

3,828

 

 

 

243,258

 

Other comprehensive income:

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Other comprehensive income before reclassifications

 

 

—

 

 

 

—

 

 

 

—

 

 

 

(14,388

)

 

 

—

 

 

 

(14,388

)

 

 

(31

)

 

 

(851

)

 

 

(882

)

 

 

(15,270

)

Amounts reclassified from accumulated other comprehensive income

 

 

—

 

 

 

—

 

 

 

—

 

 

 

3,318

 

 

 

—

 

 

 

3,318

 

 

 

12

 

 

 

(61

)

 

 

(49

)

 

 

3,269

 

Deferred compensation plan, net

 

 

—

 

 

 

(3,365

)

 

 

3,365

 

 

 

—

 

 

 

—

 

 

 

—

 

 

 

—

 

 

 

—

 

 

 

—

 

 

 

—

 

Restricted stock issued, net of amortization

 

 

2

 

 

 

—

 

 

 

16,252

 

 

 

—

 

 

 

—

 

 

 

16,254

 

 

 

—

 

 

 

—

 

 

 

—

 

 

 

16,254

 

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

 

 

 

 

 

—

 

 

 

(5,794

)

 

 

—

 

 

 

—

 

 

 

(5,794

)

 

 

—

 

 

 

—

 

 

 

—

 

 

 

(5,794

)

Common stock issued under dividend reinvestment plan

 

 

1

 

 

 

—

 

 

 

1,428

 

 

 

—

 

 

 

—

 

 

 

1,429

 

 

 

—

 

 

 

—

 

 

 

—

 

 

 

1,429

 

Common stock repurchased and retired

 

 

(6

)

 

 

—

 

 

 

(32,772

)

 

 

—

 

 

 

—

 

 

 

(32,778

)

 

 

—

 

 

 

—

 

 

 

—

 

 

 

(32,778

)

Reallocation of limited partners' interest

 

 

—

 

 

 

—

 

 

 

(66

)

 

 

—

 

 

 

—

 

 

 

(66

)

 

 

—

 

 

 

66

 

 

 

66

 

 

 

—

 

Contributions from partners

 

 

—

 

 

 

—

 

 

 

—

 

 

 

—

 

 

 

—

 

 

 

—

 

 

 

—

 

 

 

2,151

 

 

 

2,151

 

 

 

2,151

 

Issuance of exchangeable operating partnership units

 

 

—

 

 

 

—

 

 

 

—

 

 

 

—

 

 

 

—

 

 

 

—

 

 

 

25,870

 

 

 

—

 

 

 

25,870

 

 

 

25,870

 

Distributions to partners

 

 

—

 

 

 

—

 

 

 

—

 

 

 

—

 

 

 

—

 

 

 

—

 

 

 

—

 

 

 

(5,518

)

 

 

(5,518

)

 

 

(5,518

)

Cash dividends declared:

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Common stock/unit ($2.34 per share)

 

 

—

 

 

 

—

 

 

 

—

 

 

 

—

 

 

 

(392,027

)

 

 

(392,027

)

 

 

(1,051

)

 

 

—

 

 

 

(1,051

)

 

 

(393,078

)

Balance at December 31, 2019

 

 

1,676

 

 

 

(23,199

)

 

 

7,654,930

 

 

 

(11,997

)

 

 

(1,408,062

)

 

 

6,213,348

 

 

 

36,100

 

 

 

40,513

 

 

 

76,613

 

 

 

6,289,961

 

Net income

 

 

—

 

 

 

—

 

 

 

—

 

 

 

—

 

 

 

44,889

 

 

 

44,889

 

 

 

203

 

 

 

2,225

 

 

 

2,428

 

 

 

47,317

 

Other comprehensive income:

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Other comprehensive income before reclassifications

 

 

—

 

 

 

—

 

 

 

—

 

 

 

(17,589

)

 

 

—

 

 

 

(17,589

)

 

 

(79

)

 

 

(1,199

)

 

 

(1,278

)

 

 

(18,867

)

Amounts reclassified from accumulated other comprehensive income

 

 

—

 

 

 

—

 

 

 

—

 

 

 

10,961

 

 

 

—

 

 

 

10,961

 

 

 

50

 

 

 

251

 

 

 

301

 

 

 

11,262

 

Deferred compensation plan, net

 

 

—

 

 

 

(1,237

)

 

 

1,237

 

 

 

—

 

 

 

—

 

 

 

—

 

 

 

—

 

 

 

—

 

 

 

—

 

 

 

—

 

Restricted stock issued, net of amortization

 

 

2

 

 

 

—

 

 

 

14,246

 

 

 

—

 

 

 

—

 

 

 

14,248

 

 

 

—

 

 

 

—

 

 

 

—

 

 

 

14,248

 

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

 

 

—

 

 

 

—

 

 

 

(5,059

)

 

 

—

 

 

 

—

 

 

 

(5,059

)

 

 

—

 

 

 

—

 

 

 

—

 

 

 

(5,059

)

Common stock issued under dividend reinvestment plan

 

 

—

 

 

 

—

 

 

 

1,139

 

 

 

—

 

 

 

—

 

 

 

1,139

 

 

 

—

 

 

 

—

 

 

 

—

 

 

 

1,139

 

Common stock issued, net of issuance costs

 

 

19

 

 

 

—

 

 

 

125,589

 

 

 

—

 

 

 

—

 

 

 

125,608

 

 

 

—

 

 

 

—

 

 

 

—

 

 

 

125,608

 

Contributions from partners

 

 

—

 

 

 

—

 

 

 

—

 

 

 

—

 

 

 

—

 

 

 

—

 

 

 

—

 

 

 

606

 

 

 

606

 

 

 

606

 

Issuance of exchangeable operating partnership units

 

 

—

 

 

 

—

 

 

 

—

 

 

 

—

 

 

 

—

 

 

 

—

 

 

 

1,275

 

 

 

—

 

 

 

1,275

 

 

 

1,275

 

Distributions to partners

 

 

—

 

 

 

—

 

 

 

—

 

 

 

—

 

 

 

—

 

 

 

—

 

 

 

—

 

 

 

(4,888

)

 

 

(4,888

)

 

 

(4,888

)

Cash dividends declared:

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Common stock/unit ($2.38 per share)

 

 

—

 

 

 

—

 

 

 

—

 

 

 

—

 

 

 

(402,633

)

 

 

(402,633

)

 

 

(1,822

)

 

 

—

 

 

 

(1,822

)

 

 

(404,455

)

Balance at December 31, 2020

 

 

1,697

 

 

 

(24,436

)

 

 

7,792,082

 

 

 

(18,625

)

 

 

(1,765,806

)

 

 

5,984,912

 

 

 

35,727

 

 

 

37,508

 

 

 

73,235

 

 

 

6,058,147

 

65

 

 

Stockholders' Equity

 

 

Noncontrolling Interests

 

 

 

 

 

 

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, 2020

 

 

1,697

 

 

 

(24,436

)

 

 

7,792,082

 

 

 

(18,625

)

 

 

(1,765,806

)

 

 

5,984,912

 

 

 

35,727

 

 

 

37,508

 

 

 

73,235

 

 

 

6,058,147

 

Net income

 

 

—

 

 

 

—

 

 

 

—

 

 

 

—

 

 

 

361,411

 

 

 

361,411

 

 

 

1,615

 

 

 

3,262

 

 

 

4,877

 

 

 

366,288

 

Other comprehensive income

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Other comprehensive income before reclassifications

 

 

—

 

 

 

—

 

 

 

—

 

 

 

4,603

 

 

 

—

 

 

 

4,603

 

 

 

23

 

 

 

360

 

 

 

383

 

 

 

4,986

 

Amounts reclassified from accumulated other comprehensive income

 

 

—

 

 

 

—

 

 

 

—

 

 

 

3,795

 

 

 

—

 

 

 

3,795

 

 

 

17

 

 

 

329

 

 

 

346

 

 

 

4,141

 

Deferred compensation plan, net

 

 

—

 

 

 

1,678

 

 

 

(1,603

)

 

 

—

 

 

 

—

 

 

 

75

 

 

 

—

 

 

 

—

 

 

 

—

 

 

 

75

 

Restricted stock issued, net of amortization

 

 

2

 

 

 

—

 

 

 

12,650

 

 

 

—

 

 

 

—

 

 

 

12,652

 

 

 

—

 

 

 

—

 

 

 

—

 

 

 

12,652

 

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

 

 

—

 

 

 

—

 

 

 

(3,553

)

 

 

—

 

 

 

—

 

 

 

(3,553

)

 

 

—

 

 

 

—

 

 

 

—

 

 

 

(3,553

)

Common stock issued under dividend reinvestment plan

 

 

—

 

 

 

—

 

 

 

1,286

 

 

 

—

 

 

 

—

 

 

 

1,286

 

 

 

—

 

 

 

—

 

 

 

—

 

 

 

1,286

 

Common stock issued for partnership units exchanged

 

 

—

 

 

 

—

 

 

 

99

 

 

 

—

 

 

 

—

 

 

 

99

 

 

 

(99

)

 

 

—

 

 

 

(99

)

 

 

—

 

Common stock issued, net of issuance costs

 

 

13

 

 

 

—

 

 

 

82,497

 

 

 

—

 

 

 

—

 

 

 

82,510

 

 

 

—

 

 

 

—

 

 

 

—

 

 

 

82,510

 

Distributions to partners

 

 

—

 

 

 

—

 

 

 

—

 

 

 

—

 

 

 

—

 

 

 

—

 

 

 

—

 

 

 

(4,345

)

 

 

(4,345

)

 

 

(4,345

)

Cash dividends declared:

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Common stock/unit ($2.41 per share)

 

 

—

 

 

 

—

 

 

 

—

 

 

 

—

 

 

 

(410,419

)

 

 

(410,419

)

 

 

(1,836

)

 

 

—

 

 

 

(1,836

)

 

 

(412,255

)

Balance at December 31, 2021

 

 

1,712

 

 

 

(22,758

)

 

 

7,883,458

 

 

 

(10,227

)

 

 

(1,814,814

)

 

 

6,037,371

 

 

 

35,447

 

 

 

37,114

 

 

 

72,561

 

 

 

6,109,932

 

See accompanying notes to consolidated financial statements.

66

REGENCY CENTERS CORPORATION

Consolidated Statements of Cash Flows

For the years ended December 31, 2021, 2020, and 2019

(in thousands)

 

 

2021

 

 

2020

 

 

2019

 

Cash flows from operating activities:

 

 

 

 

 

 

 

 

 

Net income

 

$

366,288

 

 

 

47,317

 

 

 

243,258

 

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

 

 

 

 

 

 

 

 

 

Depreciation and amortization

 

 

303,331

 

 

 

345,900

 

 

 

374,283

 

Amortization of deferred loan costs and debt premiums

 

 

6,003

 

 

 

9,023

 

 

 

11,170

 

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

 

 

(22,936

)

 

 

(40,540

)

 

 

(43,867

)

Stock-based compensation, net of capitalization

 

 

12,515

 

 

 

13,581

 

 

 

14,339

 

Equity in income of investments in real estate partnerships

 

 

(47,086

)

 

 

(34,169

)

 

 

(60,956

)

Gain on sale of real estate, net of tax

 

 

(91,119

)

 

 

(67,465

)

 

 

(24,242

)

Provision for impairment of real estate

 

 

84,389

 

 

 

18,536

 

 

 

54,174

 

Goodwill impairment

 

 

—

 

 

 

132,128

 

 

 

—

 

Early extinguishment of debt

 

 

—

 

 

 

21,837

 

 

 

11,982

 

Distribution of earnings from investments in real estate partnerships

 

 

71,934

 

 

 

47,703

 

 

 

56,297

 

Settlement of derivative instrument

 

 

(2,472

)

 

 

—

 

 

 

(6,870

)

Deferred compensation expense

 

 

4,572

 

 

 

4,668

 

 

 

5,169

 

Realized and unrealized (gain) loss on investments

 

 

(5,348

)

 

 

(5,519

)

 

 

(5,433

)

Changes in assets and liabilities:

 

 

 

 

 

 

 

 

 

Tenant and other receivables

 

 

(24,869

)

 

 

16,944

 

 

 

(4,690

)

Deferred leasing costs

 

 

(6,966

)

 

 

(6,973

)

 

 

(6,777

)

Other assets

 

 

(1,226

)

 

 

(1,200

)

 

 

(1,570

)

Accounts payable and other liabilities

 

 

6,677

 

 

 

997

 

 

 

4,175

 

Tenants’ security, escrow deposits and prepaid rent

 

 

5,701

 

 

 

(3,650

)

 

 

829

 

Net cash provided by operating activities

 

 

659,388

 

 

 

499,118

 

 

 

621,271

 

Cash flows from investing activities:

 

 

 

 

 

 

 

 

 

Acquisition of operating real estate, net of cash acquired of $2,991 in 2021

 

 

(392,051

)

 

 

(16,767

)

 

 

(222,569

)

Real estate development and capital improvements

 

 

(177,631

)

 

 

(180,804

)

 

 

(200,012

)

Proceeds from sale of real estate

 

 

206,193

 

 

 

189,444

 

 

 

137,572

 

Proceeds from property insurance casualty claims

 

 

—

 

 

 

7,957

 

 

 

9,350

 

Issuance of notes receivable, net

 

 

(20

)

 

 

(1,340

)

 

 

(547

)

Investments in real estate partnerships

 

 

(23,476

)

 

 

(51,440

)

 

 

(66,921

)

Return of capital from investments in real estate partnerships

 

 

99,945

 

 

 

32,125

 

 

 

63,693

 

Dividends on investment securities

 

 

813

 

 

 

353

 

 

 

660

 

Acquisition of investment securities

 

 

(23,971

)

 

 

(25,155

)

 

 

(23,458

)

Proceeds from sale of investment securities

 

 

23,846

 

 

 

19,986

 

 

 

19,539

 

Net cash used in investing activities

 

 

(286,352

)

 

 

(25,641

)

 

 

(282,693

)

67

 

 

2021

 

 

2020

 

 

2019

 

Cash flows from financing activities:

 

 

 

 

 

 

 

 

 

Net proceeds from common stock issuance

 

 

82,510

 

 

 

125,608

 

 

 

—

 

Repurchase of common shares in conjunction with equity award plans

 

 

(4,083

)

 

 

(5,512

)

 

 

(6,204

)

Proceeds from sale of treasury stock

 

 

96

 

 

 

269

 

 

 

9

 

Common shares repurchased through share repurchase program

 

 

—

 

 

 

—

 

 

 

(32,778

)

Distributions to limited partners in consolidated partnerships, net

 

 

(4,345

)

 

 

(2,770

)

 

 

(3,367

)

Distributions to exchangeable operating partnership unit holders

 

 

(1,815

)

 

 

(1,366

)

 

 

(1,051

)

Dividends paid to common stockholders

 

 

(403,085

)

 

 

(300,537

)

 

 

(390,598

)

Repayment of fixed rate unsecured notes

 

 

—

 

 

 

(300,000

)

 

 

(250,000

)

Proceeds from issuance of fixed rate unsecured notes, net

 

 

—

 

 

 

598,830

 

 

 

723,571

 

Proceeds from unsecured credit facilities

 

 

—

 

 

 

610,000

 

 

 

560,000

 

Repayments of proceeds from unsecured credit facilities, net

 

 

(265,000

)

 

 

(830,000

)

 

 

(785,000

)

Repayment of notes payable

 

 

(42,014

)

 

 

(67,189

)

 

 

(55,680

)

Scheduled principal payments

 

 

(11,255

)

 

 

(11,104

)

 

 

(9,442

)

Payment of loan costs

 

 

(7,468

)

 

 

(5,063

)

 

 

(7,019

)

Early redemption costs

 

 

—

 

 

 

(21,755

)

 

 

(10,647

)

Net cash used in financing activities

 

 

(656,459

)

 

 

(210,589

)

 

 

(268,206

)

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

 

 

(283,423

)

 

 

262,888

 

 

 

70,372

 

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

 

 

378,450

 

 

 

115,562

 

 

 

45,190

 

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

 

$

95,027

 

 

 

378,450

 

 

 

115,562

 

Supplemental disclosure of cash flow information:

 

 

 

 

 

 

 

 

 

Cash paid for interest (net of capitalized interest of $4,202, $4,355, and $4,192 in 2021, 2020, and 2019, respectively)

 

$

140,084

 

 

 

151,338

 

 

 

136,139

 

Cash paid for income taxes, net of refunds

 

$

378

 

 

 

1,870

 

 

 

1,225

 

Supplemental disclosure of non-cash transactions:

 

 

 

 

 

 

 

 

 

Exchangeable operating partnership units issued for acquisition of real estate

 

$

—

 

 

 

1,275

 

 

 

25,870

 

Previously held equity investments in real estate assets acquired

 

$

(4,609

)

 

 

5,986

 

 

 

—

 

Mortgage loans assumed by Company with the acquisition of real estate

 

$

111,104

 

 

 

16,359

 

 

 

26,152

 

Mortgage loan assumed by purchaser with the sale of real estate

 

$

—

 

 

 

8,250

 

 

 

—

 

Common stock issued by Parent Company for partnership units exchanged

 

$

99

 

 

 

—

 

 

 

—

 

Real estate received in lieu of promote interest

 

$

13,589

 

 

 

—

 

 

 

—

 

Change in fair value of securities

 

$

513

 

 

 

315

 

 

 

660

 

Change in accrued capital expenditures

 

$

10,188

 

 

 

12,166

 

 

 

10,704

 

Common stock issued for dividend reinvestment plan

 

$

1,286

 

 

 

1,139

 

 

 

1,429

 

Stock-based compensation capitalized

 

$

666

 

 

 

1,119

 

 

 

2,325

 

Common stock and exchangeable operating partnership
 dividends declared but not paid

 

$

107,480

 

 

 

101,412

 

 

 

—

 

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

 

$

—

 

 

 

(1,512

)

 

 

66

 

Common stock issued for dividend reinvestment in trust

 

$

1,084

 

 

 

819

 

 

 

987

 

Contribution of stock awards into trust

 

$

1,416

 

 

 

1,524

 

 

 

2,582

 

Distribution of stock held in trust

 

$

3,647

 

 

 

1,052

 

 

 

197

 

See accompanying notes to consolidated financial statements.

68

REGENCY CENTERS, L.P.

Consolidated Balance Sheets

December 31, 2021 and 2020

(in thousands, except unit data)

 

 

2021

 

 

2020

 

Assets

 

 

 

 

 

 

Real estate assets, at cost (note 1):

 

$

11,495,581

 

 

 

11,101,858

 

Less: accumulated depreciation

 

 

2,174,963

 

 

 

1,994,108

 

Real estate assets, net

 

 

9,320,618

 

 

 

9,107,750

 

Investments in real estate partnerships (note 4)

 

 

372,591

 

 

 

467,155

 

Properties held for sale

 

 

25,574

 

 

 

33,934

 

Cash, cash equivalents, and restricted cash, including $1,930 and $2,377 of restricted cash at December 31, 2021 and 2020, respectively (note 1)

 

 

95,027

 

 

 

378,450

 

Tenant and other receivables (note 1)

 

 

153,091

 

 

 

143,633

 

Deferred leasing costs, less accumulated amortization of $117,878 and $113,959 at December 31, 2021 and 2020, respectively

 

 

65,741

 

 

 

67,910

 

Acquired lease intangible assets, less accumulated amortization of $312,186 and $284,880 at December 31, 2021 and 2020, respectively (note 6)

 

 

212,707

 

 

 

188,799

 

Right of use assets, net

 

 

280,783

 

 

 

287,827

 

Other assets (note 5)

 

 

266,431

 

 

 

261,446

 

Total assets

 

$

10,792,563

 

 

 

10,936,904

 

Liabilities and Capital

 

 

 

 

 

 

Liabilities:

 

 

 

 

 

 

Notes payable (note 9)

 

$

3,718,944

 

 

 

3,658,405

 

Unsecured credit facilities (note 9)

 

 

—

 

 

 

264,679

 

Accounts payable and other liabilities

 

 

322,271

 

 

 

302,361

 

Acquired lease intangible liabilities, less accumulated amortization of $172,293 and $145,966 at December 31, 2021 and 2020, respectively (note 6)

 

 

363,276

 

 

 

377,712

 

Lease liabilities

 

 

215,788

 

 

 

220,390

 

Tenants’ security, escrow deposits and prepaid rent

 

 

62,352

 

 

 

55,210

 

Total liabilities

 

 

4,682,631

 

 

 

4,878,757

 

Commitments and contingencies (note 16)

 

 

—

 

 

 

—

 

Capital:

 

 

 

 

 

 

Partners’ capital (note 12):

 

 

 

 

 

 

General partner; 171,213,008 and 169,680,138 units outstanding at December 31, 2021 and 2020, respectively

 

 

6,047,598

 

 

 

6,003,537

 

Limited partners; 760,046 and 765,046 units outstanding at December 31, 2021 and 2020

 

 

35,447

 

 

 

35,727

 

Accumulated other comprehensive (loss)

 

 

(10,227

)

 

 

(18,625

)

Total partners’ capital

 

 

6,072,818

 

 

 

6,020,639

 

Noncontrolling interests: Limited partners’ interests in consolidated partnerships

 

 

37,114

 

 

 

37,508

 

Total capital

 

 

6,109,932

 

 

 

6,058,147

 

Total liabilities and capital

 

$

10,792,563

 

 

 

10,936,904

 

See accompanying notes to consolidated financial statements.

69

REGENCY CENTERS, L.P.

Consolidated Statements of Operations

For the years ended December 31, 2021, 2020, and 2019

(in thousands, except per unit data)

 

 

2021

 

 

2020

 

 

2019

 

Revenues:

 

 

 

 

 

 

 

 

 

Lease income

 

$

1,113,368

 

 

 

980,166

 

 

 

1,094,301

 

Other property income

 

 

12,456

 

 

 

9,508

 

 

 

9,201

 

Management, transaction, and other fees

 

 

40,337

 

 

 

26,501

 

 

 

29,636

 

Total revenues

 

 

1,166,161

 

 

 

1,016,175

 

 

 

1,133,138

 

Operating expenses:

 

 

 

 

 

 

 

 

 

Depreciation and amortization

 

 

303,331

 

 

 

345,900

 

 

 

374,283

 

Operating and maintenance

 

 

184,553

 

 

 

170,073

 

 

 

169,909

 

General and administrative

 

 

78,218

 

 

 

75,001

 

 

 

74,984

 

Real estate taxes

 

 

142,129

 

 

 

143,004

 

 

 

136,236

 

Other operating expenses

 

 

5,751

 

 

 

12,642

 

 

 

7,814

 

Total operating expenses

 

 

713,982

 

 

 

746,620

 

 

 

763,226

 

Other expense (income):

 

 

 

 

 

 

 

 

 

Interest expense, net

 

 

145,170

 

 

 

156,678

 

 

 

151,264

 

Goodwill impairment

 

 

—

 

 

 

132,128

 

 

 

—

 

Provision for impairment of real estate

 

 

84,389

 

 

 

18,536

 

 

 

54,174

 

Gain on sale of real estate, net of tax

 

 

(91,119

)

 

 

(67,465

)

 

 

(24,242

)

Early extinguishment of debt

 

 

—

 

 

 

21,837

 

 

 

11,982

 

Net investment income

 

 

(5,463

)

 

 

(5,307

)

 

 

(5,568

)

Total other expense (income)

 

 

132,977

 

 

 

256,407

 

 

 

187,610

 

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

 

 

319,202

 

 

 

13,148

 

 

 

182,302

 

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

 

 

47,086

 

 

 

34,169

 

 

 

60,956

 

Net income

 

 

366,288

 

 

 

47,317

 

 

 

243,258

 

Limited partners’ interests in consolidated partnerships

 

 

(3,262

)

 

 

(2,225

)

 

 

(3,194

)

Net income attributable to common unit holders

 

$

363,026

 

 

 

45,092

 

 

 

240,064

 

Income per common unit - basic (note 15):

 

$

2.12

 

 

 

0.27

 

 

 

1.43

 

Income per common unit - diluted (note 15):

 

$

2.12

 

 

 

0.26

 

 

 

1.43

 

See accompanying notes to consolidated financial statements.

70

REGENCY CENTERS, L.P.

Consolidated Statements of Comprehensive Income

For the years ended December 31, 2021, 2020, and 2019

(in thousands)

 

 

2021

 

 

2020

 

 

2019

 

Net income

 

$

366,288

 

 

 

47,317

 

 

 

243,258

 

Other comprehensive income (loss):

 

 

 

 

 

 

 

 

 

Effective portion of change in fair value of derivative instruments:

 

 

 

 

 

 

 

 

 

Effective portion of change in fair value of derivative instruments

 

 

5,391

 

 

 

(19,187

)

 

 

(15,585

)

Reclassification adjustment of derivative instruments included in net income

 

 

4,141

 

 

 

11,262

 

 

 

3,269

 

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

 

 

(405

)

 

 

320

 

 

 

315

 

Other comprehensive income (loss)

 

 

9,127

 

 

 

(7,605

)

 

 

(12,001

)

Comprehensive income

 

 

375,415

 

 

 

39,712

 

 

 

231,257

 

Less: comprehensive income attributable to noncontrolling interests:

 

 

 

 

 

 

 

 

 

Net income attributable to noncontrolling interests

 

 

3,262

 

 

 

2,225

 

 

 

3,194

 

Other comprehensive income (loss) attributable to noncontrolling interests

 

 

689

 

 

 

(948

)

 

 

(912

)

Comprehensive income attributable to noncontrolling interests

 

 

3,951

 

 

 

1,277

 

 

 

2,282

 

Comprehensive income attributable to the Company

 

$

371,464

 

 

 

38,435

 

 

 

228,975

 

See accompanying notes to consolidated financial statements.

71

REGENCY CENTERS, L.P.

Consolidated Statements of Capital

For the years ended December 31, 2010, 2020, and 2019

(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, 2018

 

$

6,398,897

 

 

 

10,666

 

 

 

(927

)

 

 

6,408,636

 

 

 

41,532

 

 

 

6,450,168

 

Net income

 

 

239,430

 

 

 

634

 

 

 

—

 

 

 

240,064

 

 

 

3,194

 

 

 

243,258

 

Other comprehensive income

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Other comprehensive income before reclassifications

 

 

—

 

 

 

(31

)

 

 

(14,388

)

 

 

(14,419

)

 

 

(851

)

 

 

(15,270

)

Amounts reclassified from accumulated other comprehensive income

 

 

—

 

 

 

12

 

 

 

3,318

 

 

 

3,330

 

 

 

(61

)

 

 

3,269

 

Contributions from partners

 

 

—

 

 

 

—

 

 

 

—

 

 

 

—

 

 

 

2,151

 

 

 

2,151

 

Issuance of exchangeable operating partnership units

 

 

—

 

 

 

25,870

 

 

 

—

 

 

 

25,870

 

 

 

—

 

 

 

25,870

 

Distributions to partners

 

 

(392,027

)

 

 

(1,051

)

 

 

—

 

 

 

(393,078

)

 

 

(5,518

)

 

 

(398,596

)

Reallocation of limited partners' interest

 

 

(66

)

 

 

—

 

 

 

—

 

 

 

(66

)

 

 

66

 

 

 

—

 

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

 

 

16,254

 

 

 

—

 

 

 

—

 

 

 

16,254

 

 

 

—

 

 

 

16,254

 

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

 

 

(32,778

)

 

 

—

 

 

 

—

 

 

 

(32,778

)

 

 

—

 

 

 

(32,778

)

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

 

 

(4,365

)

 

 

—

 

 

 

—

 

 

 

(4,365

)

 

 

—

 

 

 

(4,365

)

Balance at December 31, 2019

 

$

6,225,345

 

 

 

36,100

 

 

 

(11,997

)

 

 

6,249,448

 

 

 

40,513

 

 

 

6,289,961

 

Net income

 

 

44,889

 

 

 

203

 

 

 

—

 

 

 

45,092

 

 

 

2,225

 

 

 

47,317

 

Other comprehensive income

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Other comprehensive income before reclassifications

 

 

—

 

 

 

(79

)

 

 

(17,589

)

 

 

(17,668

)

 

 

(1,199

)

 

 

(18,867

)

Amounts reclassified from accumulated other comprehensive income

 

 

—

 

 

 

50

 

 

 

10,961

 

 

 

11,011

 

 

 

251

 

 

 

11,262

 

Contributions from partners

 

 

—

 

 

 

—

 

 

 

—

 

 

 

—

 

 

 

606

 

 

 

606

 

Issuance of exchangeable operating partnership units

 

 

—

 

 

 

1,275

 

 

 

—

 

 

 

1,275

 

 

 

—

 

 

 

1,275

 

Distributions to partners

 

 

(402,633

)

 

 

(1,822

)

 

 

—

 

 

 

(404,455

)

 

 

(4,888

)

 

 

(409,343

)

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

 

 

14,248

 

 

 

—

 

 

 

—

 

 

 

14,248

 

 

 

—

 

 

 

14,248

 

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

 

 

125,608

 

 

 

—

 

 

 

—

 

 

 

125,608

 

 

 

—

 

 

 

125,608

 

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

 

 

(3,920

)

 

 

—

 

 

 

—

 

 

 

(3,920

)

 

 

—

 

 

 

(3,920

)

Balance at December 31, 2020

 

$

6,003,537

 

 

 

35,727

 

 

 

(18,625

)

 

 

6,020,639

 

 

 

37,508

 

 

 

6,058,147

 

72

 

 

General Partner
Preferred and
Common Units

 

 

Limited
Partners

 

 

Accumulated
Other
Comprehensive
Loss

 

 

Total
Partners’
Capital

 

 

Noncontrolling
Interests in
Limited Partners’
Interest in
Consolidated
Partnerships

 

 

Total
Capital

 

Balance at December 31, 2020

 

$

6,003,537

 

 

 

35,727

 

 

 

(18,625

)

 

 

6,020,639

 

 

 

37,508

 

 

 

6,058,147

 

Net income

 

 

361,411

 

 

 

1,615

 

 

 

—

 

 

 

363,026

 

 

 

3,262

 

 

 

366,288

 

Other comprehensive income

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Other comprehensive income before reclassifications

 

 

—

 

 

 

23

 

 

 

4,603

 

 

 

4,626

 

 

 

360

 

 

 

4,986

 

Amounts reclassified from accumulated other comprehensive income

 

 

—

 

 

 

17

 

 

 

3,795

 

 

 

3,812

 

 

 

329

 

 

 

4,141

 

Deferred compensation plan, net

 

 

75

 

 

 

—

 

 

 

—

 

 

 

75

 

 

 

—

 

 

 

75

 

Distributions to partners

 

 

(410,419

)

 

 

(1,836

)

 

 

—

 

 

 

(412,255

)

 

 

(4,345

)

 

 

(416,600

)

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

 

 

12,652

 

 

 

—

 

 

 

—

 

 

 

12,652

 

 

 

—

 

 

 

12,652

 

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

 

 

82,510

 

 

 

—

 

 

 

—

 

 

 

82,510

 

 

 

—

 

 

 

82,510

 

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

 

 

(2,267

)

 

 

—

 

 

 

—

 

 

 

(2,267

)

 

 

—

 

 

 

(2,267

)

Common units exchanged for common stock of Parent Company

 

 

99

 

 

 

(99

)

 

 

—

 

 

 

—

 

 

 

—

 

 

 

—

 

Balance at December 31, 2021

 

$

6,047,598

 

 

 

35,447

 

 

 

(10,227

)

 

 

6,072,818

 

 

 

37,114

 

 

 

6,109,932

 

See accompanying notes to consolidated financial statements.

73

REGENCY CENTERS, L.P.

Consolidated Statements of Cash Flows

For the years ended December 31, 2021, 2020, and 2019

(in thousands)

 

 

2021

 

 

2020

 

 

2019

 

Cash flows from operating activities:

 

 

 

 

 

 

 

 

 

Net income

 

$

366,288

 

 

 

47,317

 

 

 

243,258

 

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

 

 

 

 

 

 

 

 

 

Depreciation and amortization

 

 

303,331

 

 

 

345,900

 

 

 

374,283

 

Amortization of deferred loan costs and debt premiums

 

 

6,003

 

 

 

9,023

 

 

 

11,170

 

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

 

 

(22,936

)

 

 

(40,540

)

 

 

(43,867

)

Stock-based compensation, net of capitalization

 

 

12,515

 

 

 

13,581

 

 

 

14,339

 

Equity in income of investments in real estate partnerships

 

 

(47,086

)

 

 

(34,169

)

 

 

(60,956

)

Gain on sale of real estate, net of tax

 

 

(91,119

)

 

 

(67,465

)

 

 

(24,242

)

Provision for impairment of real estate

 

 

84,389

 

 

 

18,536

 

 

 

54,174

 

Goodwill impairment

 

 

—

 

 

 

132,128

 

 

 

—

 

Early extinguishment of debt

 

 

—

 

 

 

21,837

 

 

 

11,982

 

Distribution of earnings from investments in real estate partnerships

 

 

71,934

 

 

 

47,703

 

 

 

56,297

 

Settlement of derivative instrument

 

 

(2,472

)

 

 

—

 

 

 

(6,870

)

Deferred compensation expense

 

 

4,572

 

 

 

4,668

 

 

 

5,169

 

Realized and unrealized (gain) loss on investments

 

 

(5,348

)

 

 

(5,519

)

 

 

(5,433

)

Changes in assets and liabilities:

 

 

 

 

 

 

 

 

 

Tenant and other receivables

 

 

(24,869

)

 

 

16,944

 

 

 

(4,690

)

Deferred leasing costs

 

 

(6,966

)

 

 

(6,973

)

 

 

(6,777

)

Other assets

 

 

(1,226

)

 

 

(1,200

)

 

 

(1,570

)

Accounts payable and other liabilities

 

 

6,677

 

 

 

997

 

 

 

4,175

 

Tenants’ security, escrow deposits and prepaid rent

 

 

5,701

 

 

 

(3,650

)

 

 

829

 

Net cash provided by operating activities

 

 

659,388

 

 

 

499,118

 

 

 

621,271

 

Cash flows from investing activities:

 

 

 

 

 

 

 

 

 

Acquisition of operating real estate, net of cash acquired of $2,991 in 2021

 

 

(392,051

)

 

 

(16,767

)

 

 

(222,569

)

Real estate development and capital improvements

 

 

(177,631

)

 

 

(180,804

)

 

 

(200,012

)

Proceeds from sale of real estate

 

 

206,193

 

 

 

189,444

 

 

 

137,572

 

Proceeds from property insurance casualty claims

 

 

—

 

 

 

7,957

 

 

 

9,350

 

Issuance of notes receivable, net

 

 

(20

)

 

 

(1,340

)

 

 

(547

)

Investments in real estate partnerships

 

 

(23,476

)

 

 

(51,440

)

 

 

(66,921

)

Return of capital from investments in real estate partnerships

 

 

99,945

 

 

 

32,125

 

 

 

63,693

 

Dividends on investment securities

 

 

813

 

 

 

353

 

 

 

660

 

Acquisition of investment securities

 

 

(23,971

)

 

 

(25,155

)

 

 

(23,458

)

Proceeds from sale of investment securities

 

 

23,846

 

 

 

19,986

 

 

 

19,539

 

Net cash used in investing activities

 

 

(286,352

)

 

 

(25,641

)

 

 

(282,693

)

74

 

 

2021

 

 

2020

 

 

2019

 

Cash flows from financing activities:

 

 

 

 

 

 

 

 

 

Net proceeds from common stock issuance

 

 

82,510

 

 

 

125,608

 

 

 

—

 

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

 

 

(4,083

)

 

 

(5,512

)

 

 

(6,204

)

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

 

 

96

 

 

 

269

 

 

 

9

 

Common shares repurchased through share repurchase program

 

 

—

 

 

 

—

 

 

 

(32,778

)

Distributions to limited partners in consolidated partnerships, net

 

 

(4,345

)

 

 

(2,770

)

 

 

(3,367

)

Distributions to partners

 

 

(404,900

)

 

 

(301,903

)

 

 

(391,649

)

Repayment of fixed rate unsecured notes

 

 

—

 

 

 

(300,000

)

 

 

(250,000

)

Proceeds from issuance of fixed rate unsecured notes, net

 

 

—

 

 

 

598,830

 

 

 

723,571

 

Proceeds from unsecured credit facilities

 

 

—

 

 

 

610,000

 

 

 

560,000

 

Repayments of proceeds from unsecured credit facilities, net

 

 

(265,000

)

 

 

(830,000

)

 

 

(785,000

)

Proceeds from notes payable

 

 

—

 

 

 

—

 

 

 

—

 

Repayment of notes payable

 

 

(42,014

)

 

 

(67,189

)

 

 

(55,680

)

Scheduled principal payments

 

 

(11,255

)

 

 

(11,104

)

 

 

(9,442

)

Payment of loan costs

 

 

(7,468

)

 

 

(5,063

)

 

 

(7,019

)

Early redemption costs

 

 

—

 

 

 

(21,755

)

 

 

(10,647

)

Net cash used in financing activities

 

 

(656,459

)

 

 

(210,589

)

 

 

(268,206

)

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

 

 

(283,423

)

 

 

262,888

 

 

 

70,372

 

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

 

 

378,450

 

 

 

115,562

 

 

 

45,190

 

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

 

$

95,027

 

 

 

378,450

 

 

 

115,562

 

Supplemental disclosure of cash flow information:

 

 

 

 

 

 

 

 

 

Cash paid for interest (net of capitalized interest of $4,202, $4,355, and $4,192 in 2021, 2020, and 2019, respectively)

 

$

140,084

 

 

 

151,338

 

 

 

136,139

 

Cash paid for income taxes, net of refunds

 

$

378

 

 

 

1,870

 

 

 

1,225

 

Supplemental disclosure of non-cash transactions:

 

 

 

 

 

 

 

 

 

Common stock issued by Parent Company for partnership units exchanged

 

$

99

 

 

 

1,275

 

 

 

25,870

 

Real estate received in lieu of promote interest

 

$

13,589

 

 

 

—

 

 

 

—

 

Previously held equity investments in real estate assets acquired

 

$

(4,609

)

 

 

5,986

 

 

 

—

 

Mortgage loans assumed by Company with the acquisition of real estate

 

$

111,104

 

 

 

16,359

 

 

 

26,152

 

Mortgage loan assumed by purchaser with the sale of real estate

 

$

—

 

 

 

8,250

 

 

 

—

 

Change in fair value of securities

 

$

513

 

 

 

315

 

 

 

660

 

Change in accrued capital expenditures

 

$

10,188

 

 

 

12,166

 

 

 

10,704

 

Common stock issued by Parent Company for dividend reinvestment plan

 

$

1,286

 

 

 

1,139

 

 

 

1,429

 

Stock-based compensation capitalized

 

$

666

 

 

 

1,119

 

 

 

2,325

 

Common stock and exchangeable operating partnership
 dividends declared but not paid

 

$

107,480

 

 

 

101,412

 

 

 

—

 

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

 

$

—

 

 

 

(1,512

)

 

 

66

 

Common stock issued for dividend reinvestment in trust

 

$

1,084

 

 

 

819

 

 

 

987

 

Contribution of stock awards into trust

 

$

1,416

 

 

 

1,524

 

 

 

2,582

 

Distribution of stock held in trust

 

$

3,647

 

 

 

1,052

 

 

 

197

 

See accompanying notes to consolidated financial statements.

75

REGENCY CENTERS CORPORATION AND REGENCY CENTERS, L.P.

Notes to Consolidated Financial Statements

December 31, 2021

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

General

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

As of December 31, 2021, the Parent Company, the Operating Partnership, and their controlled subsidiaries on a consolidated basis (the “Company” or “Regency”) owned 302 properties and held partial interests in an additional 103 properties through unconsolidated Investments in real estate partnerships (also referred to as “joint ventures” or “co-investment partnerships”).

Estimates, Risks, and Uncertainties

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

COVID-19 Update

The COVID-19 pandemic continues to impact the Company’s business performance as it relates to occupancy and leasing volumes and how revenue recognition is impacted by rent collections and tenant credit risk. Rent collection rates since the pandemic began have been lower than historical pre-pandemic averages, but have steadily increased during 2021 since a low point in the second quarter of 2020. Collection rates may remain lower than historical pre-pandemic averages for the next twelve months. The ability of tenants to successfully operate their businesses and pay rent continue to be significantly influenced by pandemic-related challenges such as rising costs, labor shortages, supply chain constraints, reduced in-store sales, the emergence of new variants of the COVID-19 virus, effectiveness of vaccines against variants, and the impact of mask and vaccine mandates. The extent to which the COVID-19 pandemic continues to impact the Company’s financial condition, results of operations, and cash flows continues to depend on future developments that may emerge.

Consolidation

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

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

76

REGENCY CENTERS CORPORATION AND REGENCY CENTERS, L.P.

Notes to Consolidated Financial Statements

December 31, 2021

Ownership of the Parent Company

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

Ownership of the Operating Partnership

The Operating Partnership's capital includes general and limited common Partnership Units. As of December 31, 2021, the Parent Company owned approximately 99.6%, or 171,213,008, of the 171,973,054 outstanding common Partnership Units of the Operating Partnership, with the remaining limited common Partnership Units held by third parties (“Exchangeable operating partnership units” or “EOP units”). Each EOP unit is exchangeable for cash or one share of common stock of the Parent Company, at the discretion of the Parent Company, and the unit holder cannot require redemption in cash or other assets (i.e. registered shares of the Parent). The Parent Company has evaluated the conditions as specified under Accounting Standards Codification (“ASC”) Topic 480, Distinguishing Liabilities from Equity as it relates to 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. Accordingly, the Parent Company classifies EOP units as permanent equity in the accompanying Consolidated Balance Sheets and Consolidated Statements of Equity and Comprehensive Income. The Parent Company serves as general partner of the Operating Partnership. The EOP unit holders have limited rights over the Operating Partnership such that they do not have the power to direct the activities of the Operating Partnership. As such, the Operating Partnership is considered a VIE, and the Parent Company, which consolidates it, is the primary beneficiary. The Parent Company's only investment is the Operating Partnership. Net income and distributions of the Operating Partnership are allocable to the general and limited common Partnership Units in accordance with their ownership percentages.

Real Estate Partnerships

Regency has a partial ownership interest in 113 properties through partnerships, of which 10 are consolidated. Regency's partners include institutional investors and other real estate developers and/or operators (the “Partners” or “Limited Partners”). The assets of these partnerships are restricted to the use of the partnerships and cannot be used by general creditors of the Company. And similarly, the obligations of these partnerships can only be settled by the assets of these partnerships or additional contributions by the partners. Regency has a variable interest in these partnerships through its equity interests. As managing member, Regency maintains the books and records and typically provides leasing and property and asset management services to the partnerships. The Partners’ level of involvement in these partnerships varies from protective decisions (debt, bankruptcy, selling primary asset(s) of business) to participating involvement such as approving leases, operating budgets, and capital budgets.

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

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

77

REGENCY CENTERS CORPORATION AND REGENCY CENTERS, L.P.

Notes to Consolidated Financial Statements

December 31, 2021

o
Those partnerships in which Regency has a controlling financial interest are consolidated. Additionally, those partnerships for which the Partners only have protective rights are considered VIEs under ASC Topic 810, Consolidation. Regency is the primary beneficiary of these VIEs as Regency has power over these partnerships, and they operate primarily for the benefit of Regency. As such, Regency consolidates these entities. The limited partners’ ownership interest and share of net income is recorded as noncontrolling interest.

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

(in thousands)

 

December 31, 2021

 

 

December 31, 2020

 

Assets

 

 

 

 

 

 

Net real estate investments

 

$

379,075

 

 

 

127,240

 

Cash, cash equivalents, and restricted cash

 

 

5,202

 

 

 

4,496

 

Liabilities

 

 

 

 

 

 

Notes payable

 

 

5,000

 

 

 

6,340

 

Equity

 

 

 

 

 

 

Limited partners’ interests in consolidated partnerships

 

 

27,950

 

 

 

28,685

 

Noncontrolling Interests

Noncontrolling Interests of the Parent Company

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

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

(b)
Revenues and Tenant Receivable

Leasing Income and Tenant Receivables

The Company leases space to tenants under agreements with varying terms that generally provide for fixed payments of base rent, with stated increases over the term of the lease. Some of the lease agreements contain provisions that provide for additional rents based on tenants' sales volume (“percentage rent”), which are recognized when the tenants achieve the

78

REGENCY CENTERS CORPORATION AND REGENCY CENTERS, L.P.

Notes to Consolidated Financial Statements

December 31, 2021

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

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

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

Classification

Under Topic 842, new leases or modifications thereto must be evaluated against specific classification criteria, which, based on the customary terms of the Company’s leases, are classified as operating leases. However, certain longer-term leases (both lessee and lessor leases) may be classified as direct financing or sales type leases, which may result in selling profit and an accelerated pattern of earnings recognition. At December 31, 2021, all of the Company’s leases were classified as operating leases. See the pandemic discussion that follows for unique considerations amidst the pandemic.

Recognition and Presentation

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

Collectibility

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

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

COVID-19 Pandemic and Rent Concessions

During 2020, in response to the pandemic and the resulting entry into agreements for rent concessions between tenants and landlords, the FASB issued interpretive guidance relating to the accounting for lease concessions provided as a result of COVID-19. In this guidance, entities could elect not to apply lease modification accounting with respect to such lease concessions, and instead, treat the concession as if it was a part of the existing contract. This guidance is only applicable to COVID-19 related lease concessions that do not result in a substantial increase in the right of the lessor or the obligations of the lessee. The Company has elected to treat concessions that satisfy this criteria as though the concession

79

REGENCY CENTERS CORPORATION AND REGENCY CENTERS, L.P.

Notes to Consolidated Financial Statements

December 31, 2021

was part of the existing contract and therefore not treated like a lease modification. Deferral agreement receivables are subject to the same collectibility assessment as other tenant receivables.

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

 

 

December 31,

 

(in thousands)

 

2021

 

 

2020

 

Tenant receivables

 

$

27,354

 

 

 

39,658

 

Straight-line rent receivables

 

 

103,942

 

 

 

86,615

 

Other receivables (1)

 

 

21,795

 

 

 

17,360

 

Total tenant and other receivables, net

 

$

153,091

 

 

 

143,633

 

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

Real Estate Sales

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

Management Services and Other Property Income

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

Property and Asset Management Services

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

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

Leasing Services

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

Transaction Services

The Company also receives transaction fees, as contractually agreed upon with each joint venture, which include acquisition fees, disposition fees, and financing service fees. Control of these services is generally transferred at the time the related transaction closes, which is the point in time when the Company recognizes the related fee revenue. Any

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REGENCY CENTERS CORPORATION AND REGENCY CENTERS, L.P.

Notes to Consolidated Financial Statements

December 31, 2021

unpaid amounts related to transaction-based fees are included in Tenant and other receivables within the Consolidated Balance Sheets.

Other Property Income

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

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

 

 

 

 

Year ended December 31,

 

(in thousands)

 

Timing of
satisfaction of
performance
obligations

 

2021

 

 

2020

 

 

2019

 

Management, transaction, and other fees:

 

 

 

 

 

 

 

 

 

 

 

Property management services

 

Over time

 

$

14,415

 

 

 

14,444

 

 

 

14,744

 

Asset management services

 

Over time

 

 

6,921

 

 

 

6,963

 

 

 

7,135

 

Promote income

 

Over time

 

 

13,589

 

(1)

 

—

 

 

 

—

 

Leasing services

 

Point in time

 

 

4,096

 

 

 

3,150

 

 

 

3,692

 

Other transaction fees

 

Point in time

 

 

1,316

 

 

 

1,944

 

 

 

4,065

 

Total management, transaction, and other fees

 

 

 

$

40,337

 

 

 

26,501

 

 

 

29,636

 

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

The accounts receivable for management services, which are included within Tenant and other receivables in the accompanying Consolidated Balance Sheets, are $13.2 million and $9.9 million, as of December 31, 2021 and 2020, respectively.

(c)
Real Estate Investments

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

(in thousands)

 

December 31, 2021

 

 

December 31, 2020

 

Land

 

$

4,340,084

 

 

$

4,230,989

 

Land improvements

 

 

684,613

 

 

 

630,264

 

Buildings

 

 

5,270,540

 

 

 

5,083,660

 

Building and tenant improvements

 

 

1,061,044

 

 

 

997,704

 

Construction in progress

 

 

139,300

 

 

 

159,241

 

Total real estate assets

 

$

11,495,581

 

 

 

11,101,858

 

Capitalization and Depreciation

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

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

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REGENCY CENTERS CORPORATION AND REGENCY CENTERS, L.P.

Notes to Consolidated Financial Statements

December 31, 2021

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

Development and Redevelopment Costs

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

Pre-development costs represent the costs the Company incurs prior to land acquisition or pursuing a redevelopment including contract deposits, as well as legal, engineering, and other external professional fees related to evaluating the feasibility of developing or redeveloping a shopping center. As of December 31, 2021 and 2020, the Company had nonrefundable deposits and other pre development costs of approximately $10.8 million and $25.3 million, respectively. If the Company determines that the development or redevelopment of a particular shopping center is no longer probable, any related pre-development costs previously capitalized are immediately expensed. During the years ended December 31, 2021, 2020, and 2019, the Company expensed pre-development costs of approximately $1.5 million, $10.5 million, and $2.5 million, respectively, in Other operating expenses in the accompanying Consolidated Statements of Operations.

Interest costs are capitalized into each development and redevelopment project based upon applying the Company's weighted average borrowing rate to that portion of the actual development or redevelopment costs 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. During the years ended December 31, 2021, 2020, and 2019, the Company capitalized interest of $4.2 million, $4.4 million, and $4.2 million, respectively, on our development and redevelopment projects.

We have a staff of employees directly supporting our development and redevelopment program. All direct internal costs attributable to these development activities are capitalized as part of each development and redevelopment project. The capitalization of costs is directly related to the actual level of development activity occurring. During the years ended December 31, 2021, 2020, and 2019, we capitalized $11.3 million, $10.2 million, and $20.4 million, respectively, of direct internal costs incurred to support our development and redevelopment program.

Acquisitions

The Company generally accounts for operating property acquisitions as asset acquisitions. The Company capitalizes transaction costs associated with asset acquisitions and expenses transaction costs associated with business combinations. Both asset acquisitions and business combinations require that the Company recognize and measure the identifiable assets acquired, the liabilities assumed, and any noncontrolling interest in the operating property acquired (“acquiree”).

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

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

Above-market and below-market in-place lease values for acquired properties are recorded based on the present value of the difference between (i) the contractual amounts to be paid pursuant to the in-place leases and (ii) management's estimate of fair market lease rates for comparable in-place leases, measured over a period equal to the remaining non-cancelable term of the lease, including below-market renewal options, if applicable. The value of above-market leases is amortized as a reduction of Lease income over the remaining terms of the respective leases and the value of below-market leases is accreted to Lease income over the remaining terms of the respective leases, including below-market renewal options, if applicable. The Company does not assign value to customerrelationship 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.

82

REGENCY CENTERS CORPORATION AND REGENCY CENTERS, L.P.

Notes to Consolidated Financial Statements

December 31, 2021

Held for Sale

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

Impairment

We evaluate whether there are any events or changes in circumstances, including property operating performance and general market conditions or changes in hold period expectations, that indicate the carrying value of the real estate properties (including any related amortizable intangible assets or liabilities) may not be recoverable. For those properties with such events or changes, management evaluates recoverability of the property's carrying amount. Through the evaluation, we compare the current carrying value of the asset to the estimated undiscounted cash flows that are directly associated with the use and ultimate disposition of the asset. Our estimated cash flows are based on several key assumptions, including rental rates, expected leasing activity, costs of tenant improvements, leasing commissions, expected hold period, 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 the estimated 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 estimated fair value of real estate assets is subjective and is estimated through comparable sales information and other market data if available, or through use of an income approach such as the direct capitalization method or the discounted cash flow approach. The discounted cash flow approach uses similar assumptions to the undiscounted cash flow approach above, as well as a discount rate. Such cash flow projections and rates are subject to management judgment and changes in those assumptions could impact the estimated of fair value. In estimating the fair value of undeveloped land, wethe Company generally useuses market data and comparable sales information.

We evaluate our

A loss in value of investments in real estate partnerships for impairment whenever there are indicators, including underlying property operating performance and general market conditions,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 events or circumstances that indicate that the value of our investmentsthe Company's investment in real estate partnerships may be impaired. Animpaired, it evaluates the investment in aby calculating the estimated 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 partnershipsassets exceeds the net tax basis by approximately $2.6 billion and $2.7 billion at December 31, 2021 and 2020, respectively, primarily due to the tax free merger with Equity One and inheriting lower carryover tax basis.

(d)
Cash, Cash Equivalents, and Restricted Cash

Any instruments which have an original maturity of 90 days or less when purchased are considered cash equivalents. As of December 31, 2021 and 2020, $1.9 million and $2.4 million, respectively, of cash was restricted through escrow agreements and certain mortgage loans.

83

REGENCY CENTERS CORPORATION AND REGENCY CENTERS, L.P.

Notes to Consolidated Financial Statements

December 31, 2021

(e)
Other Assets

Goodwill

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

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

The quantitative approach consists of estimating the fair value of each reporting unit using discounted projected future cash flows and comparing those estimated fair values with the carrying values, which include the allocated goodwill. If the estimated fair value is less than the net carrying value, of the investment in that real estate partnerships on an other-than-temporary basis. Cash flow projectionsCompany would then recognize a goodwill impairment charge for the amount by which the carrying amount exceeds the reporting unit's fair value, not to exceed the total amount of goodwill allocated to that reporting unit.

Investments

The Company determines the appropriate classification of its investments consider property level factors,in debt and equity securities at the time of purchase and reevaluates 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 thedeterminations at each balance sheet date. The fair value of our investmentsecurities is other-than-temporary. These factors includedetermined using quoted market prices.

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

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

(f)
Deferred Leasing Costs

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

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

(g)
Derivative Financial Instruments

The Company manages economic risks, including interest rate, liquidity, and credit risk primarily by managing the amount, sources, and duration of its debt funding and the use of derivative financial conditioninstruments. 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 long-term prospectsuncertain 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 entity. If we believe thatCompany's known or expected cash payments principally related to the declineCompany's borrowings.

84

REGENCY CENTERS CORPORATION AND REGENCY CENTERS, L.P.

Notes to Consolidated Financial Statements

December 31, 2021

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 investment is temporary, no impairment charge is recorded. If our analysis indicatesintended use of the derivative, whether the Company has elected to designate a derivative in a hedging relationship and apply hedge accounting, and whether the hedging relationship has satisfied the criteria necessary to apply hedge accounting. Derivatives designated and qualifying as a hedge of the exposure to variability in expected future cash flows, or other types of forecasted transactions, are considered cash flow hedges. Hedge accounting generally provides for the matching of the timing of gain or loss recognition on the hedging instrument with the earnings effect of the hedged forecasted transactions in a cash flow hedge. The Company may enter into derivative contracts that there is an other-than-temporary impairmentare intended to economically hedge certain risks, even though hedge accounting does not apply or the Company elects not to apply hedge accounting.

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

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

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

(h)
Income Taxes

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

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

In addition, tax positions are initially recognized in the financial statements when it is more likely than not the position will be sustained upon examination by the tax authorities. Such tax positions shall initially and subsequently be measured as the largest amount of tax benefit that has a greater than 50% likelihood of being realized upon ultimate settlement with the tax authority assuming full knowledge of the position and relevant facts. The Company believes that it has appropriate support for the income tax positions taken and to be taken on its tax returns and that its accruals for tax liabilities are adequate for all open tax years (2017 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.

85

REGENCY CENTERS CORPORATION AND REGENCY CENTERS, L.P.

Notes to Consolidated Financial Statements

December 31, 2021

(i)
Lease Obligations

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

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

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

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

(j)
Earnings per Share and Unit

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

(k)
Stock-Based Compensation

The Company grants stock-based compensation to an amount that reflectsits employees and directors. The Company recognizes the estimatedcost of stock-based compensation based on the grant-date fair value of the investment.award, which is expensed over the vesting period.

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


(l)
Segment Reporting

The Company's business is investing in retail shopping centers through direct ownership or partnership interests. The Company actively manages its portfolio of retail shopping centers and may from time to time make decisions to sell lower performing properties or developments not meeting its long-term investment objectives. The proceeds from sales are generally reinvested into higher quality retail shopping centers, through acquisitions, new developments, or redevelopment of existing centers, which management believes will generate sustainable revenue growth and attractive returns. It is management's intent that all retail shopping centers will be owned or developed for investment purposes; however, the Company may decide tosell 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

86

REGENCY CENTERS CORPORATION AND REGENCY CENTERS, L.P.

Notes to Consolidated Financial Statements

December 31, 2021

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

(m)
Business Concentration

Grocer anchor tenants represent approximately 20% of Pro-rata annual base rent. NaN single tenant accounts for 5% or more of revenue and NaN of the shopping centers are located outside the United States.

(n)
Fair Value of Assets and Liabilities

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

•
Level 1 - Quoted prices (unadjusted) in active markets for identical assets or liabilities that the Company has the ability to access.
•
Level 2 - Inputs other than quoted prices included in Level 1 that are observable for the asset or liability, either directly or indirectly.
•
Level 3 - Unobservable inputs for the asset or liability, which are typically based on the Company's own assumptions, as there is little, if any, related market activity.

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

87

REGENCY CENTERS CORPORATION AND REGENCY CENTERS, L.P.

Notes to Consolidated Financial Statements

December 31, 2021

(o)
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, 2018 we and our Investments in real estate partnerships had accrued liabilities of $8.7 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.



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 8 to the Consolidated Financial Statements, which has a variable interest rate that is based upon an annual rate of LIBOR plus 0.875%. LIBOR rates charged on our Line change monthly and the spread on the Line is dependent upon maintaining specific credit ratings. If our credit ratings are downgraded, the spread on the Line would increase, resulting in higher interest costs. The interest rate spread based on our credit rating ranges from LIBOR plus 0.700% to LIBOR plus 1.550%.
We are also exposed to changes in interest rates when we refinance our existing long-term fixed rate debt. The objective of our interest rate risk management program is to limit the impact of interest rate changes on earnings and cash flows. To achieve these objectives, we borrow primarily at fixed interest rates and may enter into derivative financial instruments such as interest rate swaps, caps, or treasury locks in order to mitigate our interest rate risk on a related financial instrument. We do not enter into derivative or interest rate transactions for speculative purposes. Our interest rate swaps are structured solely for the purpose of interest rate protection.
We continuously monitor the capital markets and evaluate our ability to issue new debt, to repay maturing debt, or fund our commitments. Based upon the current capital markets, our 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, 2018 (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, 2018 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 $1.8 million per year based on $38.1 million of floating rate mortgage debt and $145.0 million of floating rate line of credit debt outstanding at December 31, 2018. 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, 2018 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.
  2019 2020 2021 2022 2023 Thereafter Total Fair Value
Fixed rate debt $22,734 389,866
 300,600
 582,646
 69,418 2,186,859
 3,552,123
 3,489,384
Average interest rate for all fixed rate debt (1)
 3.81% 3.86% 3.74% 3.93% 3.94% 3.98% 
 
Variable rate LIBOR debt $—
 —
 38,059
 145,000
 —
 —
 183,059
 183,287
Average interest rate for all variable rate debt (1)
 3.27% 3.27% 3.22% —% —% —% —
 
                 
(1) Weighted average interest rates at the end of each year presented.



Item 8. Consolidated Financial Statements and Supplementary Data
Regency Centers Corporation and Regency Centers, L.P.
Index to Financial Statements
Reports of Independent Registered Public Accounting Firm
65
Regency Centers Corporation:
Consolidated Balance Sheets as of December 31, 2018 and 2017
69
Consolidated Statements of Operations for the years ended December 31, 2018, 2017, and 2016
70
Consolidated Statements of Comprehensive Income for the years ended December 31, 2018, 2017, and 2016
71
Consolidated Statements of Equity for the years ended December 31, 2018, 2017, and 2016
72
Consolidated Statements of Cash Flows for the years ended December 31, 2018, 2017, and 2016
74
Regency Centers, L.P.:
Consolidated Balance Sheets as of December 31, 2018 and 2017
76
Consolidated Statements of Operations for the years ended December 31, 2018, 2017, and 2016
77
Consolidated Statements of Comprehensive Income for the years ended December 31, 2018, 2017, and 2016
78
Consolidated Statements of Capital for the years ended December 31, 2018, 2017, and 2016
79
Consolidated Statements of Cash Flows for the years ended December 31, 2018, 2017, and 2016
81
Notes to Consolidated Financial Statements
83
Financial Statement Schedule
Schedule III - Consolidated Real Estate and Accumulated Depreciation - December 31, 2018
128
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.




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, 2018 and 2017, 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, 2018, 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, 2018 and 2017, and the results of its operations and its cash flows for each of the years in the three‑year period ended December 31, 2018, 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, 2018, 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 21, 2019, 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 21, 2019




Report of Independent Registered Public Accounting Firm

To the Stockholders and Board of Directors
Regency Centers Corporation:
Opinion on Internal Control Over Financial Reporting
We have audited Regency Centers Corporation and subsidiaries' (the “Company”) internal control over financial reporting as of December 31, 2018, 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, 2018, 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, 2018 and 2017, 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, 2018, and the related notes and financial statement schedule III - Real Estate and Accumulated Depreciation (collectively, the “consolidated financial statements”), and our report dated February 21, 2019, 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 21, 2019




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, 2018 and 2017, 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, 2018, 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, 2018 and 2017, and the results of its operations and its cash flows for each of the years in the three‑year period ended December 31, 2018, 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, 2018, 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 21, 2019, 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 21, 2019




Report of Independent Registered Public Accounting Firm

To 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, 2018, 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, 2018, 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, 2018 and 2017, 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, 2018, and the related notes and financial statement schedule III - Real Estate and Accumulated Depreciation (collectively, the “consolidated financial statements”), and our report dated February 21, 2019, 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 21, 2019




REGENCY CENTERS CORPORATION
Consolidated Balance Sheets
December 31, 2018 and 2017
(in thousands, except share data)
  2018 2017
Assets    
Real estate assets, at cost (notes 1, 2 and 3): $10,863,162
 10,892,821
Less: accumulated depreciation 1,535,444
 1,339,771
Real estate assets, net 9,327,718
 9,553,050
Investments in real estate partnerships (note 4) 463,001
 386,304
Properties held for sale, net 60,516
 —
Cash and cash equivalents 42,532
 45,370
Restricted cash 2,658
 4,011
Tenant and other receivables, net (note 1) 172,359
 170,985
Deferred leasing costs, less accumulated amortization of $101,093 and $93,291 at December 31, 2018 and 2017, respectively 84,983
 80,044
Acquired lease intangible assets, less accumulated amortization of $219,689 and $148,280 at December 31, 2018 and 2017, respectively (note 6) 387,069
 478,826
Other assets (note 5) 403,827
 427,127
Total assets $10,944,663
 11,145,717
Liabilities and Equity    
Liabilities:    
Notes payable (note 8) $3,006,478
 2,971,715
Unsecured credit facilities (note 8) 708,734
 623,262
Accounts payable and other liabilities 224,807
 234,272
Acquired lease intangible liabilities, less accumulated amortization of $92,746 and $56,550 at December 31, 2018 and 2017, respectively (note 6) 496,726
 537,401
Tenants’ security, escrow deposits and prepaid rent 57,750
 46,013
Total liabilities 4,494,495
 4,412,663
Commitments and contingencies (notes 15 and 16) —
 —
Equity:    
Stockholders’ equity (note 11):    
Common stock $0.01 par value per share, 220,000,000 shares authorized; 167,904,593 and 171,364,908 shares issued at December 31, 2018 and 2017, respectively 1,679
 1,714
Treasury stock at cost, 390,163 and 366,628 shares held at December 31, 2018 and 2017, respectively (19,834) (18,307)
Additional paid-in capital 7,672,517
 7,873,104
Accumulated other comprehensive loss (927) (6,289)
Distributions in excess of net income (1,255,465) (1,158,170)
Total stockholders’ equity 6,397,970
 6,692,052
Noncontrolling interests (note 11):    
Exchangeable operating partnership units, aggregate redemption value of $20,532 and $24,206 at December 31, 2018 and 2017, respectively 10,666
 10,907
Limited partners’ interests in consolidated partnerships 41,532
 30,095
Total noncontrolling interests 52,198
 41,002
Total equity 6,450,168
 6,733,054
Total liabilities and equity $10,944,663
 11,145,717
     
See accompanying notes to consolidated financial statements.



REGENCY CENTERS CORPORATION
Consolidated Statements of Operations
For the years ended December 31, 2018, 2017, and 2016
(in thousands, except per share data)
  2018 2017 2016
Revenues:      
Minimum rent $818,483
 728,078
 444,305
Percentage rent 7,486
 6,635
 4,128
Recoveries from tenants and other income 266,512
 223,455
 140,611
Management, transaction, and other fees 28,494
 26,158
 25,327
Total revenues 1,120,975
 984,326
 614,371
Operating expenses:      
Depreciation and amortization 359,688
 334,201
 162,327
Operating and maintenance 168,034
 143,990
 95,022
General and administrative 65,491
 67,624
 65,327
Real estate taxes 137,856
 109,723
 66,395
Other operating expenses 9,737
 89,225
 14,081
Total operating expenses 740,806
 744,763
 403,152
Other expense (income):      
Interest expense, net 148,456
 132,629
 90,712
Provision for impairment 38,437
 —
 4,200
Gain on sale of real estate, net of tax (28,343) (27,432) (47,321)
Early extinguishment of debt 11,172
 12,449
 14,240
Net investment loss (income) 1,096
 (3,985) (1,672)
Loss on derivative instruments —
 —
 40,586
Total other expense (income) 170,818
 113,661
 100,745
Income from operations before equity in income of investments in real estate partnerships and income taxes 209,351
 125,902
 110,474
Equity in income of investments in real estate partnerships (note 4) 42,974
 43,341
 56,518
Deferred income tax benefit of taxable REIT subsidiary —
 (9,737) —
Net income 252,325
 178,980
 166,992
Noncontrolling interests:      
Exchangeable operating partnership units (525) (388) (257)
Limited partners’ interests in consolidated partnerships (2,673) (2,515) (1,813)
Income attributable to noncontrolling interests (3,198) (2,903) (2,070)
Net income attributable to the Company 249,127
 176,077
 164,922
Preferred stock dividends and issuance costs —
 (16,128) (21,062)
Net income attributable to common stockholders
$249,127
 159,949
 143,860
       
Income per common share - basic (note 14) $1.47
 1.00
 1.43
Income per common share - diluted (note 14) $1.46
 1.00
 1.42
       
See accompanying notes to consolidated financial statements.



REGENCY CENTERS CORPORATION
Consolidated Statements of Comprehensive Income
For the years ended December 31, 2018, 2017, and 2016
(in thousands)
  2018 2017 2016
Net income $252,325
 178,980
 166,992
Other comprehensive income:      
Effective portion of change in fair value of derivative instruments:      
Effective portion of change in fair value of derivative instruments 402
 1,151
 (10,332)
Reclassification adjustment of derivative instruments included in net income 5,342
 11,103
 51,139
Available for sale securities      
Unrealized (loss) gain on available-for-sale securities (95) (8) 24
Other comprehensive income 5,649
 12,246
 40,831
Comprehensive income 257,974
 191,226
 207,823
Less: comprehensive income attributable to noncontrolling interests:      
Net income attributable to noncontrolling interests 3,198
 2,903
 2,070
Other comprehensive income attributable to noncontrolling interests 299
 189
 484
Comprehensive income attributable to noncontrolling interests 3,497
 3,092
 2,554
Comprehensive income attributable to the Company $254,477
 188,134
 205,269
       
See accompanying notes to consolidated financial statements.



REGENCY CENTERS CORPORATION
Consolidated Statements of Equity
For the years ended December 31, 2018, 2017, and 2016
(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, 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 —
 —
 —
 —
 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 —
 —
 —
 —
 12,057
 —
 12,057
 21
 168
 189
 12,246
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)


REGENCY CENTERS CORPORATION
Consolidated Statements of Equity
For the years ended December 31, 2018, 2017, and 2016
(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, 2017$—
 1,714
 (18,307) 7,873,104
 (6,289) (1,158,170) 6,692,052
 10,907
 30,095
 41,002
 6,733,054
Adjustment due to change in accounting policy (note 1) —
 —
 —
 —
 12
 30,889
 30,901
 —
 2
 2
 30,903
Adjusted balance at January 1, 2018 —
 1,714
 (18,307) 7,873,104
 (6,277) (1,127,281) 6,722,953
 10,907
 30,097
 41,004
 6,763,957
Net income —
 —
 —
 —
 —
 249,127
 249,127
 525
 2,673
 3,198
 252,325
Other comprehensive income —
 —
 —
 —
 5,350
 —
 5,350
 11
 288
 299
 5,649
Deferred compensation plan, net —
 —
 (1,527) 1,514
 —
 —
 (13) —
 —
 —
 (13)
Restricted stock issued, net of amortization —
 2
 —
 16,743
 —
 —
 16,745
 —
 —
 —
 16,745
Common stock redeemed for taxes withheld for stock based compensation, net —
 

 —
 (6,373) —
 —
 (6,373) —
 —
 —
 (6,373)
Common stock issued for dividend reinvestment plan —
 —
 —
 1,333
 —
 —
 1,333
 —
 —
 —
 1,333
Common stock issued for stock offerings, net of issuance costs —
 —
 —
 10
 —
 —
 10
 —
 —
 —
 10
Common stock repurchased and retired —
 (37) —
 (213,814) —
 —
 (213,851) —
 —
 —
 (213,851)
Contributions from partners —
 —
 —
 —
 —
 —
 —
 —
 13,000
 13,000
 13,000
Distributions to partners —
 —
 —
 —
 —
 —
 —
 —
 (4,526) (4,526) (4,526)
Cash dividends declared:                      
Common stock/unit ($2.22 per share) —
 —
 —
 —
 —
 (377,311) (377,311) (777) —
 (777) (378,088)
Balance at December 31, 2018$—
 1,679
 (19,834) 7,672,517
 (927) (1,255,465) 6,397,970
 10,666
 41,532
 52,198
 6,450,168
                       
See accompanying notes to consolidated financial statements.



REGENCY CENTERS CORPORATION
Consolidated Statements of Cash Flows
For the years ended December 31, 2018, 2017, and 2016
(in thousands)
  2018 2017 2016
Cash flows from operating activities:      
Net income $252,325
 178,980
 166,992
Adjustments to reconcile net income to net cash provided by operating activities:      
Depreciation and amortization 359,688
 334,201
 162,327
Amortization of deferred loan costs and debt premiums 10,476
 9,509
 9,762
(Accretion) and amortization of above and below market lease intangibles, net (33,330) (23,144) (3,879)
Stock-based compensation, net of capitalization 13,635
 20,549
 10,652
Equity in income of investments in real estate partnerships (42,974) (43,341) (56,518)
Gain on sale of real estate, net of tax (28,343) (27,432) (47,321)
Provision for impairment 38,437
 —
 4,200
Early extinguishment of debt 11,172
 12,449
 14,240
Deferred income tax benefit of taxable REIT subsidiary —
 (9,737) —
Distribution of earnings from operations of investments in real estate partnerships 54,266
 53,502
 50,361
Gain on derivative instruments —
 76
 —
Deferred compensation expense (1,085) 3,844
 1,655
Realized and unrealized gain on investments (note 13) 1,177
 (3,837) (1,673)
Changes in assets and liabilities:      
Tenant and other receivables, net (26,374) (26,081) (8,800)
Deferred leasing costs (8,366) (14,448) (10,349)
Other assets (note 5) (1,410) 9,536
 673
Accounts payable and other liabilities (760) (2,114) 5,419
Tenants’ security, escrow deposits and prepaid rent 11,793
 (2,728) (564)
Net cash provided by operating activities 610,327
 469,784
 297,177
Cash flows from investing activities:      
Acquisition of operating real estate (85,289) (124,727) (333,220)
Advance deposits paid on acquisition of operating real estate —
 (4,917) (750)
Acquisition of Equity One, net of cash and restricted cash acquired of $74,507 —
 (646,790) —
Real estate development and capital improvements (226,191) (346,857) (233,451)
Proceeds from sale of real estate investments 250,445
 110,015
 135,161
Proceeds from (issuances of) notes receivable 15,648
 (5,236) —
Investments in real estate partnerships (74,238) (23,529) (37,879)
Distributions received from investments in real estate partnerships 14,647
 36,603
 58,810
Dividends on investment securities 531
 365
 330
Acquisition of investment securities (23,164) (23,535) (55,223)
Proceeds from sale of investment securities 21,587
 21,378
 57,590
Net cash used in investing activities (106,024) (1,007,230) (408,632)


REGENCY CENTERS CORPORATION
Consolidated Statements of Cash Flows
For the years ended December 31, 2018, 2017, and 2016
(in thousands)
  2018 2017 2016
Cash flows from financing activities:      
Net proceeds from common stock issuance —
 88,458
 548,920
Repurchase of common shares in conjunction with equity award plans (6,772) (18,649) (7,984)
Proceeds from sale of treasury stock 99
 100
 957
Acquisition of treasury stock —
 —
 (29)
Common shares repurchased through share repurchase program (213,851) —
 —
Redemption of preferred stock and partnership units —
 (325,000) —
Distributions to limited partners in consolidated partnerships, net (4,526) (8,139) (4,213)
Distributions to exchangeable operating partnership unit holders (777) (635) (307)
Dividends paid to common stockholders (375,978) (322,650) (201,029)
Dividends paid to preferred stockholders —
 (5,029) (21,062)
Repayment of fixed rate unsecured notes (150,000) —
 (300,000)
Proceeds from issuance of fixed rate unsecured notes, net 299,511
 953,115
 —
Proceeds from unsecured credit facilities 575,000
 1,100,000
 460,000
Repayment of unsecured credit facilities (490,000) (755,000) (345,000)
Proceeds from notes payable 1,740
 131,069
 53,446
Repayment of notes payable (113,037) (232,839) (72,803)
Scheduled principal payments (9,964) (10,162) (5,860)
Payment of loan costs (9,448) (13,271) (2,233)
Early redemption costs (10,491) (12,420) (14,092)
Net cash (used in) provided by financing activities (508,494) 568,948
 88,711
Net (decrease) increase in cash and cash equivalents and restricted cash (4,191) 31,502
 (22,744)
Cash and cash equivalents and restricted cash at beginning of the year 49,381
 17,879
 40,623
Cash and cash equivalents and restricted cash at end of the year $45,190
 49,381
 17,879
Supplemental disclosure of cash flow information:      
Cash paid for interest (net of capitalized interest of $7,020, $7,946, and $3,482 in 2018, 2017, and 2016, respectively) $136,645
 109,956
 82,950
Cash paid (received) for income taxes $5,455
 (269)��—
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 $9,700
 27,000
 —
Change in fair value of securities available-for-sale $(206) (8) 24
Common stock issued for dividend reinvestment plan $1,333
 1,210
 1,070
Stock-based compensation capitalized $3,509
 3,210
 2,963
Contributions from limited partners in consolidated partnerships, net $13,000
 186
 8,755
Common stock issued for dividend reinvestment in trust $841
 557
 728
Contribution of stock awards into trust $1,314
 1,372
 1,538
Distribution of stock held in trust $524
 677
 4,114
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.



REGENCY CENTERS, L.P.
Consolidated Balance Sheets
December 31, 2018 and 2017
(in thousands, except unit data)
  2018 2017
Assets    
Real estate assets, at cost (notes 1, 2 and 3): $10,863,162
 10,892,821
Less: accumulated depreciation 1,535,444
 1,339,771
Real estate assets, net 9,327,718
 9,553,050
Investments in real estate partnerships (note 4) 463,001
 386,304
Properties held for sale, net 60,516
 —
Cash and cash equivalents 42,532
 45,370
Restricted cash 2,658
 4,011
Tenant and other receivables, net (note 1) 172,359
 170,985
Deferred leasing costs, less accumulated amortization of $101,093 and $93,291 at December 31, 2018 and 2017, respectively 84,983
 80,044
Acquired lease intangible assets, less accumulated amortization of $219,689 and $148,280 at December 31, 2018 and 2017, respectively (note 6) 387,069
 478,826
Other assets (note 5) 403,827
 427,127
Total assets $10,944,663
 11,145,717
Liabilities and Capital    
Liabilities:    
Notes payable (note 8) $3,006,478
 2,971,715
Unsecured credit facilities (note 8) 708,734
 623,262
Accounts payable and other liabilities 224,807
 234,272
Acquired lease intangible liabilities, less accumulated amortization of $92,746 and $56,550 at December 31, 2018 and 2017, respectively (note 6) 496,726
 537,401
Tenants’ security, escrow deposits and prepaid rent 57,750
 46,013
Total liabilities 4,494,495
 4,412,663
Commitments and contingencies (notes 15 and 16) —
 —
Capital:    
Partners’ capital (note 11):    
General partner; 167,904,593 and 171,364,908 units outstanding at December 31, 2018 and 2017, respectively 6,398,897
 6,698,341
Limited partners; 349,902 units outstanding at December 31, 2018 and 2017 10,666
 10,907
Accumulated other comprehensive loss (927) (6,289)
Total partners’ capital 6,408,636
 6,702,959
Noncontrolling interests (note 11):    
Limited partners’ interests in consolidated partnerships 41,532
 30,095
Total noncontrolling interests 41,532
 30,095
Total capital 6,450,168
 6,733,054
Total liabilities and capital $10,944,663
 11,145,717
     
See accompanying notes to consolidated financial statements.



REGENCY CENTERS, L.P.
Consolidated Statements of Operations
For the years ended December 31, 2018, 2017, and 2016
(in thousands, except per unit data)
  2018 2017 2016
Revenues:      
Minimum rent $818,483
 728,078
 444,305
Percentage rent 7,486
 6,635
 4,128
Recoveries from tenants and other income 266,512
 223,455
 140,611
Management, transaction, and other fees 28,494
 26,158
 25,327
Total revenues 1,120,975
 984,326
 614,371
Operating expenses:      
Depreciation and amortization 359,688
 334,201
 162,327
Operating and maintenance 168,034
 143,990
 95,022
General and administrative 65,491
 67,624
 65,327
Real estate taxes 137,856
 109,723
 66,395
Other operating expenses 9,737
 89,225
 14,081
Total operating expenses 740,806
 744,763
 403,152
Other expense (income):      
Interest expense, net 148,456
 132,629
 90,712
Provision for impairment 38,437
 —
 4,200
Gain on sale of real estate, net of tax (28,343) (27,432) (47,321)
Early extinguishment of debt 11,172
 12,449
 14,240
Net investment loss (income) 1,096
 (3,985) (1,672)
Loss on derivative instruments —
 —
 40,586
Total other expense (income) 170,818
 113,661
 100,745
Income from operations before equity in income of investments in real estate partnerships and income taxes 209,351
 125,902
 110,474
Equity in income of investments in real estate partnerships (note 4) 42,974
 43,341
 56,518
Deferred income tax benefit of taxable REIT subsidiary —
 (9,737) —
Net income 252,325
 178,980
 166,992
Limited partners’ interests in consolidated partnerships (2,673) (2,515) (1,813)
Net income attributable to the Partnership 249,652
 176,465
 165,179
Preferred unit distributions and issuance costs —
 (16,128) (21,062)
Net income attributable to common unit holders $249,652
 160,337
 144,117
       
Income per common unit - basic (note 14): $1.47
 1.00
 1.43
Income per common unit - diluted (note 14): $1.46
 1.00
 1.42
       
See accompanying notes to consolidated financial statements.



REGENCY CENTERS, L.P.
Consolidated Statements of Comprehensive Income
For the years ended December 31, 2018, 2017, and 2016
(in thousands)
  2018 2017 2016
Net income $252,325
 178,980
 166,992
Other comprehensive income:      
Effective portion of change in fair value of derivative instruments:      
Effective portion of change in fair value of derivative instruments 402
 1,151
 (10,332)
Reclassification adjustment of derivative instruments included in net income 5,342
 11,103
 51,139
Available for sale securities      
Unrealized (loss) gain on available-for-sale securities (95) (8) 24
Other comprehensive income 5,649
 12,246
 40,831
Comprehensive income 257,974
 191,226
 207,823
Less: comprehensive income attributable to noncontrolling interests:      
Net income attributable to noncontrolling interests 2,673
 2,515
 1,813
Other comprehensive income attributable to noncontrolling interests 288
 168
 426
Comprehensive income attributable to noncontrolling interests 2,961
 2,683
 2,239
Comprehensive income attributable to the Partnership $255,013
 188,543
 205,584
       
See accompanying notes to consolidated financial statements.



REGENCY CENTERS, L.P.
Consolidated Statements of Capital
For the years ended December 31, 2018, 2017, and 2016
(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, 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 —
 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
Net income 176,077
 388
 —
 176,465
 2,515
 178,980
Other comprehensive income —
 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


REGENCY CENTERS, L.P.
Consolidated Statements of Capital
For the years ended December 31, 2018, 2017, and 2016
(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
Adjustment due to change in accounting policy (note 1) 30,889
 —
 12
 30,901
 2
 30,903
Adjusted balance at January 1, 2018 6,729,230
 10,907
 (6,277) 6,733,860
 30,097
 6,763,957
Net income 249,127
 525
 —
 249,652
 2,673
 252,325
Other comprehensive income —
 11
 5,350
 5,361
 288
 5,649
Deferred compensation plan, net (13) —
 —
 (13) —
 (13)
Contributions from partners —
 —
 —
 —
 13,000
 13,000
Distributions to partners (377,311) (777) —
 (378,088) (4,526) (382,614)
Restricted units issued as a result of restricted stock issued by Parent Company, net of amortization 16,745
 —
 —
 16,745
 —
 16,745
Common units repurchased and retired as a result of common stock repurchased and retired by Parent Company (213,851) —
 —
 (213,851) —
 (213,851)
Common units issued as a result of common stock issued by Parent Company, net of repurchases (5,030) —
 —
 (5,030) —
 (5,030)
Balance at December 31, 2018$6,398,897
 10,666
 (927) 6,408,636
 41,532
 6,450,168
             
See accompanying notes to consolidated financial statements.



REGENCY CENTERS, L.P.
Consolidated Statements of Cash Flows
For the years ended December 31, 2018, 2017, and 2016
(in thousands)
  2018 2017 2016
Cash flows from operating activities:      
Net income $252,325
 178,980
 166,992
Adjustments to reconcile net income to net cash provided by operating activities:      
Depreciation and amortization 359,688
 334,201
 162,327
Amortization of deferred loan costs and debt premiums 10,476
 9,509
 9,762
(Accretion) and amortization of above and below market lease intangibles, net (33,330) (23,144) (3,879)
Stock-based compensation, net of capitalization 13,635
 20,549
 10,652
Equity in income of investments in real estate partnerships (42,974) (43,341) (56,518)
Gain on sale of real estate, net of tax (28,343) (27,432) (47,321)
Provision for impairment 38,437
 —
 4,200
Early extinguishment of debt 11,172
 12,449
 14,240
Deferred income tax benefit of taxable REIT subsidiary —
 (9,737) —
Distribution of earnings from operations of investments in real estate partnerships 54,266
 53,502
 50,361
Gain on derivative instruments —
 76
 —
Deferred compensation expense (1,085) 3,844
 1,655
Realized and unrealized gain on investments (note 13) 1,177
 (3,837) (1,673)
Changes in assets and liabilities:      
Tenant and other receivables, net (26,374) (26,081) (8,800)
Deferred leasing costs (8,366) (14,448) (10,349)
Other assets (note 5) (1,410) 9,536
 673
Accounts payable and other liabilities (760) (2,114) 5,419
Tenants’ security, escrow deposits and prepaid rent 11,793
 (2,728) (564)
Net cash provided by operating activities 610,327
 469,784
 297,177
Cash flows from investing activities:      
Acquisition of operating real estate (85,289) (124,727) (333,220)
Advance deposits paid on acquisition of operating real estate —
 (4,917) (750)
Acquisition of Equity One, net of cash and restricted cash acquired of $74,507 —
 (646,790) —
Real estate development and capital improvements (226,191) (346,857) (233,451)
Proceeds from sale of real estate investments 250,445
 110,015
 135,161
Proceeds from (issuances of) notes receivable 15,648
 (5,236) —
Investments in real estate partnerships (74,238) (23,529) (37,879)
Distributions received from investments in real estate partnerships 14,647
 36,603
 58,810
Dividends on investment securities 531
 365
 330
Acquisition of investment securities (23,164) (23,535) (55,223)
Proceeds from sale of investment securities 21,587
 21,378
 57,590
Net cash used in investing activities (106,024) (1,007,230) (408,632)


REGENCY CENTERS, L.P.
Consolidated Statements of Cash Flows
For the years ended December 31, 2018, 2017, and 2016
(in thousands)
  2018 2017 2016
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
Repurchase of common units in conjunction with tax withholdings on equity award plans (6,772) (18,649) (7,984)
Proceeds from treasury units issued as a result of treasury stock sold by Parent Company 99
 100
 957
Acquisition of treasury units as a result of treasury stock acquired by Parent Company —
 —
 (29)
Common shares repurchased through share repurchase program (213,851) —
 —
Redemption of preferred partnership units —
 (325,000) —
Distributions to limited partners in consolidated partnerships, net (4,526) (8,139) (4,213)
Distributions to partners (376,755) (323,285) (201,336)
Distributions to preferred unit holders —
 (5,029) (21,062)
Repayment of fixed rate unsecured notes (150,000) —
 (300,000)
Proceeds from issuance of fixed rate unsecured notes, net 299,511
 953,115
 —
Proceeds from unsecured credit facilities 575,000
 1,100,000
 460,000
Repayment of unsecured credit facilities (490,000) (755,000) (345,000)
Proceeds from notes payable 1,740
 131,069
 53,446
Repayment of notes payable (113,037) (232,839) (72,803)
Scheduled principal payments (9,964) (10,162) (5,860)
Payment of loan costs (9,448) (13,271) (2,233)
Early redemption costs (10,491) (12,420) (14,092)
Net cash (used in) provided by financing activities (508,494) 568,948
 88,711
Net (decrease) increase in cash and cash equivalents and restricted cash (4,191) 31,502
 (22,744)
Cash and cash equivalents and restricted cash at beginning of the year 49,381
 17,879
 40,623
Cash and cash equivalents and restricted cash at end of the year $45,190
 49,381
 17,879
Supplemental disclosure of cash flow information:      
Cash paid for interest (net of capitalized interest of $7,020, $7,946, and $3,482 in 2018, 2017, and 2016, respectively) $136,645
 109,956
 82,950
Cash paid (received) for income taxes $5,455
 (269) —
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 $9,700
 27,000
 —
Change in fair value of securities available-for-sale $(206) (8) 24
Common stock issued by Parent Company for dividend reinvestment plan $1,333
 1,210
 1,070
Stock-based compensation capitalized $3,509
 3,210
 2,963
Contributions from limited partners in consolidated partnerships, net $13,000
 186
 8,755
Common stock issued for dividend reinvestment in trust $841
 557
 728
Contribution of stock awards into trust $1,314
 1,372
 1,538
Distribution of stock held in trust $524
 677
 4,114
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.


REGENCY CENTERS CORPORATION AND REGENCY CENTERS, L.P.
Notes to Consolidated Financial Statements
December 31, 2018

1.Summary of Significant Accounting Policies
(a)    Organization and Principles of Consolidation
General
Regency Centers Corporation (the “Parent Company”) began its operations as a REIT in 1993 and is the general partner of Regency Centers, L.P. (the “Operating Partnership”). The Parent Company engages in the ownership, management, leasing, acquisition, development and redevelopment of shopping centers through the Operating Partnership, and has no other assets other than through its investment in the Operating Partnership. The Parent Company's only liabilities are $500 million of unsecured notes, which are co-issued and guaranteed by the Operating Partnership. The Parent Company guarantees all of the unsecured debt of the Operating Partnership. As of December 31, 2018, the Parent Company, the Operating Partnership, and their controlled subsidiaries on a consolidated basis (the "Company” or “Regency”) owned 305 properties and held partial interests in an additional 120 properties through unconsolidated Investments in real estate partnerships (also referred to as "joint ventures" or "co-investment partnerships").
On March 1, 2017, Regency completed its merger with Equity One, whereby Equity One merged with and into Regency, with Regency continuing as the surviving public company. 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. GAAP requires the Company's management to make estimates and assumptions that affect the reported amounts of assets and liabilities, and disclosure of commitments and contingent assets and liabilities, at the date of the financial statements and the reported amounts of revenues and expenses during the reporting period. Actual results could differ from those estimates. The most significant estimates in the Company's financial statements relate to the net carrying values of its real estate investments, collectability of accounts receivable and straight line rent receivable, goodwill, and acquired lease intangible assets and acquired lease intangible liabilities. It is possible that the estimates and assumptions that have been utilized in the preparation of the consolidated financial statements could change significantly if economic conditions were to weaken.
Consolidation
The accompanying consolidated financial statements include the accounts of the Parent Company, the Operating Partnership, its wholly-owned subsidiaries, and consolidated partnerships in which the Company has a controlling interest. Investments in real estate partnerships not controlled by the Company are accounted for under the equity method. All significant inter-company balances and transactions are eliminated in the consolidated financial statements.
The Company consolidates properties that are wholly owned or properties where it owns less than 100%, but which it controls. Control is determined using an evaluation based on accounting standards related to the consolidation of VIEs and voting interest entities. For joint ventures that are determined to be a VIE, the Company consolidates the entity where it is deemed to be the primary beneficiary. Determination of the primary beneficiary is based on whether an entity has (1) the power to direct the activities of the VIE that most significantly impact the entity's economic performance, and (2) the obligation to absorb losses of the entity that could potentially be significant to the VIE or the right to receive benefits from the entity that could potentially be significant to the VIE.
Ownership of the Parent Company
The Parent Company has a single class of common stock outstanding.
REGENCY CENTERS CORPORATION AND REGENCY CENTERS, L.P.
Notes to Consolidated Financial Statements
December 31, 2018




Ownership of the Operating Partnership
The Operating Partnership's capital includes general and limited common Partnership Units. As of December 31, 2018, the Parent Company owned approximately 99.8%, or 167,904,593, of the 168,254,495 outstanding common Partnership Units of the Operating Partnership, with the remaining limited common Partnership Units held by third parties ("Exchangeable operating partnership units" or "EOP units"). The Parent Company serves as general partner of the Operating Partnership. The EOP unit holders have limited rights over the Operating Partnership such that they do not have the power to direct the activities of the Operating Partnership. Accordingly, the Operating Partnership is considered a VIE, and the Parent Company, which consolidates it, is the primary beneficiary. The Parent Company's only investment is the Operating Partnership. Net income and distributions of the Operating Partnership are allocable to the general and limited common Partnership Units in accordance with their ownership percentages.
Real Estate Partnerships
Regency has a partial ownership interest in 133 properties through partnerships, of which 13 are consolidated. Regency's partners include institutional investors, other real estate developers and/or operators, and individual parties who had a role in Regency sourcing 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 in these partnerships varies from protective decisions (debt, bankruptcy, selling primary asset(s) of business) to involvement in approving leases, operating budgets, and capital budgets. The assets of these partnerships are restricted to the use of the partnerships and cannot be used by general creditors of the Company. And similarly, the obligations of these partnerships can only be settled by the assets of these partnerships.
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 Regency's ownership interest is recognized through single-line presentation as Investments in real estate partnerships, in the Consolidated Balance Sheet, and Equity in income of investments in real estate partnerships, in the Consolidated Statements of Operations. Cash distributions of earnings from operations from Investments in real estate partnerships are presented in Cash flows provided by operating activities in the accompanying Consolidated Statements of Cash Flows. Cash distributions from the sale of a property or loan proceeds received from the placement of debt on a property included in Investments in real estate partnerships are presented in Cash flows provided by investing activities in the accompanying Consolidated Statements of Cash Flows. Distributed proceeds from debt refinancing and real estate sales in excess of Regency's carrying value of its investment has resulted in a negative investment balance for one partnership, which is recorded within Accounts payable and other liabilities in the Consolidated Balance Sheets.
The net difference in the carrying amount of investments in real estate partnerships and the underlying equity in net assets is accreted to earnings and recorded in Equity in income of investments in real estate partnerships in the accompanying Consolidated Statements of Operations over the expected useful lives of the properties and other intangible assets, which range in lives from 10 to 40 years.
Those partnerships for which the Partners only have protective rights are considered VIEs under ASC Topic 810, Consolidation. Regency is the primary beneficiary of these VIEs as Regency has power over these partnerships and they operate primarily for the benefit of Regency. As such, Regency consolidates these entities and reports the limited partners’ interest as noncontrolling interests.
REGENCY CENTERS CORPORATION AND REGENCY CENTERS, L.P.
Notes to Consolidated Financial Statements
December 31, 2018




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.
The major classes of assets, liabilities, and noncontrolling equity interests held by the Company's VIEs, exclusive of the Operating Partnership as a whole, are as follows:
(in thousands)December 31, 2018December 31, 2017
Assets  
Net real estate investments$112,085172,736
Cash and cash equivalents7,3094,993
Liabilities  
Notes payable18,43216,551
Equity  
Limited partners’ interests in consolidated partnerships30,28017,572
Noncontrolling Interests
Noncontrolling Interests of the Parent Company
The consolidated financial statements of the Parent Company include the following ownership interests held by owners other than the common stockholders of the Parent Company: (i) the limited Partnership Units in the Operating Partnership held by third parties ("Exchangeable operating partnership units") and (ii) the minority-owned interest held by third parties in consolidated partnerships (“Limited partners' interests in consolidated partnerships”). The Parent Company has included all of these noncontrolling interests in permanent equity, separate from the Parent Company's stockholders' equity, in the accompanying Consolidated Balance Sheets and Consolidated Statements of Equity. The portion of net income or comprehensive income attributable to these noncontrolling interests is included in net income and comprehensive income in the accompanying Consolidated Statements of Operations and Consolidated Statements of Comprehensive Income of the Parent Company.
In accordance with ASC Topic 480, Distinguishing Liabilities from Equity, securities that are redeemable for cash or other assets at the option of the holder, not solely within the control of the issuer, are to be classified as redeemable noncontrolling interests outside of permanent equity in the Consolidated Balance Sheets. The Parent Company has evaluated the conditions as specified under ASC Topic 480 as it relates to exchangeable operating partnership units outstanding and concluded that it has the right to satisfy the redemption requirements of the units by delivering unregistered common stock. Each outstanding exchangeable operating partnership unit is exchangeable for one share of common stock of the Parent Company, and the unit holder cannot require redemption in cash or other assets. Limited partners' interests in consolidated partnerships are not redeemable by the holders. The Parent Company also evaluated its fiduciary duties to itself, its shareholders, and, as the managing general partner of the Operating Partnership, to the Operating Partnership, and concluded its fiduciary duties are not in conflict with each other or the underlying agreements. Therefore, the Parent Company classifies such units and interests as permanent equity in the accompanying Consolidated Balance Sheets and Consolidated Statements of Equity.
Noncontrolling Interests of the Operating Partnership
The Operating Partnership has determined that limited partners' interests in consolidated partnerships are noncontrolling interests. Subject to certain conditions and pursuant to the terms of the agreement, the Company generally has the right, but not the obligation, to purchase the other member’s interest or sell its own interest in these consolidated partnerships. The Operating Partnership has included these noncontrolling interests in permanent capital, separate from partners' capital, in the accompanying Consolidated Balance Sheets and Consolidated Statements of Capital. The portion of net income (loss) or comprehensive income (loss) attributable to these noncontrolling interests is included in net income and comprehensive income in the accompanying Consolidated Statements of Operations and Consolidated Statements Comprehensive Income of the Operating Partnership.
REGENCY CENTERS CORPORATION AND REGENCY CENTERS, L.P.
Notes to Consolidated Financial Statements
December 31, 2018




(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 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)2018 2017
Billed tenant receivables$25,590
 25,329
Accrued CAM, insurance and tax reimbursements25,305
 14,825
Other receivables30,953
 34,472
Straight-line rent receivables105,677
 93,284
Notes receivable—
 15,803
Less: allowance for doubtful accounts(10,100) (8,040)
Less: straight-line rent reserves(5,066) (4,688)
Total tenant and other receivables, net$172,359
 170,985
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)2018 2017 2016
Gross provision for doubtful accounts$4,993
 3,992
 1,705
Provision for straight line rent reserve$1,741
 1,129
 2,271
Real Estate Sales
On January 1, 2018, the Company adopted the new accounting guidance for sales of nonfinancial assets (“Subtopic 610-20”), as discussed further in the section below, Recent Accounting Pronouncements. Upon adoption of the new standard, the Company's accounting policy for real estate sales subject to Subtopic 610-20 has been updated. Effective January 1, 2018, the Company derecognizes real estate and recognizes a gain or loss on sales of real estate when a contract exists and control of the property has transferred to the buyer. Control of the property, including controlling financial interest, is generally considered to transfer upon closing through transfer of the legal title and possession of the property. Any retained noncontrolling interest is measured at fair value. This change in accounting policy resulted in the recognition, through opening retained
REGENCY CENTERS CORPORATION AND REGENCY CENTERS, L.P.
Notes to Consolidated Financial Statements
December 31, 2018




earnings on January 1, 2018, of $30.9 million of previously deferred gains from property sales to the Company's Investments in real estate partnerships.
Prior to January 1, 2018, the Company recognized profits from sales of real estate under the full accrual method by the Company when: (i) a sale was consummated; (ii) the buyer's initial and continuing investment was adequate to demonstrate a commitment to pay for the property; (iii) the Company's receivable, if applicable, was not subject to future subordination; (iv) the Company had transferred to the buyer the usual risks and rewards of ownership; and (v) the Company did not have substantial continuing involvement with the property.
Management Services
On January 1, 2018, the Company adopted the new accounting guidance for revenue recognition (Topic 606 Revenue from Contracts with Customers, “Topic 606”), as discussed further in the section below, Recent Accounting Pronouncements. Upon adoption of the new standard, certain of the Company's significant accounting policies subject to Topic 606 have been updated.
The Company adopted Topic 606 using a modified retrospective approach and applied the transition practical expedients allowed by the standard. Additionally, the Company does not need to estimate variable consideration to recognize revenue and was able to apply the practical expedient related to the remaining performance obligations, because all of its performance obligations are:
•satisfied at a point in time,
•part of a contract that has an original expected duration of one year or less, or
considered to be a series of performance obligations where variable consideration is allocated entirely to a wholly unsatisfied distinct day of service that forms part of the series.
Subsequent to the adoption of Topic 606, the Company recognizes revenue when or as control of the promised services are transferred to its customers, in an amount that reflects the consideration the Company expects to be entitled to in exchange for those services. The following is a description of the Company's revenue from contracts with customers which is in the scope of Topic 606.
Property and Asset Management Services
The Company is engaged under agreements with its joint venture partnerships, which are generally perpetual in nature and cancellable through unanimous partner approval, absent an event of default. Under these agreements, the Company is to provide asset management, property management, and leasing services for the joint ventures' shopping centers. The fees are market-based, generally calculated as a percentage of either revenues earned or the estimated values of the properties managed or the proceeds received, and are recognized over the monthly or quarterly periods as services are rendered. Property management and asset management services represent a series of distinct daily services. Accordingly, the Company satisfies its performance obligation as service is rendered each day and the variability associated with that compensation is resolved each day. Amounts due from the partnerships for such services are paid during the month following the monthly or quarterly service periods.
Several of the Company’s partnership agreements provide for incentive payments, generally referred to as “promotes” or “earnouts,” to Regency for appreciation in property values in Regency's capacity as manager. The terms of these promotes are based on appreciation in real estate value over designated time intervals. The Company evaluates its expected promote payout at each reporting period, which generally does not result in revenue recognition until the measurement period has completed, when the amount can be reasonably determined and the amount is not probable of significant reversal. The Company did not recognize any promote revenue during the years ended December 31, 2018, 2017, or 2016.
Leasing Services
Leasing service fees are based on a percentage of the total rent due under the lease. The leasing service is considered performed upon successful execution of an acceptable tenant lease for the joint ventures’ shopping centers, at which time revenue is recognized. Payment of the first half of the fee
REGENCY CENTERS CORPORATION AND REGENCY CENTERS, L.P.
Notes to Consolidated Financial Statements
December 31, 2018




is generally due upon lease execution and the second half is generally due upon tenant opening or rent payments commencing.
Transaction Services
The Company also receives transaction fees, as contractually agreed upon with each joint venture, which include acquisition fees, disposition fees, and financing service fees. Control of these services is generally transferred at the time the related transaction closes, which is the point in time when the Company recognizes the related fee revenue. Any unpaid amounts related to transaction-based fees are included in Tenant and other receivables, net, within the Consolidated Balance Sheets.
All income from management service contracts is included within Management, transaction and other fees on the Consolidated Statements of Operations, as follows:
    Year ended December 31,
(in thousands) Timing of satisfaction of performance obligations 2018 2017 2016
Property management services Over time$14,663
 13,917
 13,075
Asset management services Over time 7,213
 7,090
 6,746
Leasing services Point in time 4,044
 3,573
 4,285
Other transaction fees Point in time 2,574
 1,578
 1,221
Total management, transaction, and other fees$28,494
 26,158
 25,327
The accounts receivable for management services, which is included within Tenant and other receivables, net, in the accompanying Consolidated Balance Sheets, are $12.5 million and $8.7 million, as of December 31, 2018 and 2017.
(c)    Real Estate Investments
The following table details the components of Real estate assets in the Consolidated Balance Sheets:
(in thousands) December 31, 2018 December 31, 2017
Land $4,205,445
 4,235,032
Land improvements 613,847
 556,140
Buildings 5,088,102
 4,999,378
Building and tenant improvements 901,596
 787,880
Construction in progress 54,172
 314,391
Total real estate assets $10,863,162
 10,892,821
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.
REGENCY CENTERS CORPORATION AND REGENCY CENTERS, L.P.
Notes to Consolidated Financial Statements
December 31, 2018




Depreciation is computed using the straight-line method over estimated useful lives of approximately 15 years for land improvements, 40 years for buildings and improvements, and the shorter of the useful life or the remaining lease term subject to a maximum of 10 years for tenant improvements, and three to seven years for furniture and equipment.
Development Costs
Land, buildings, and improvements are recorded at cost. All specifically identifiable costs related to development activities are capitalized into Real estate assets in the accompanying Consolidated Balance Sheets, and are included in Construction in progress within the above table. The capitalized costs include pre-development costs essential to the development 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.
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, 2018 and 2017, the Company had deposits of approximately $550,000 and $3.5 million, respectively, included in Construction in progress. 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, 2018, 2017, and 2016, the Company expensed pre-development costs of approximately $1.9 million, $1.5 million, and $1.5 million, respectively, in Other operating expenses in the accompanying Consolidated Statements of Operations.
Acquisitions
Through June 30, 2017, the Company and its real estate partnerships accounted for operating property acquisitions as business combinations using the acquisition method. Effective July 1, 2017, upon the adoption of Accounting Standards Update ("ASU") 2017-01: Business Combinations (Topic 805) - Clarifying the Definition of a Business, operating property acquisitions are generally considered asset acquisitions. The Company expenses transaction costs associated with business combinations in the period incurred and capitalizes transaction costs associated with asset acquisitions. Both business combinations and asset acquisitions require that the Company recognize and measure the identifiable assets acquired, the liabilities assumed, and any noncontrolling interest in the operating property acquired ("acquiree").
The Company's methodology includes estimating an “as-if vacant” fair value of the physical property, which includes land, building, and improvements. In addition, the Company determines the estimated fair value of identifiable intangible assets and liabilities, considering the following categories: (i) value of in-place leases, and (ii) above and below-market value of in-place leases.
The value of in-place leases is estimated based on the value associated with the costs avoided in originating leases compared to the acquired in-place leases as well as the value associated with lost rental and recovery revenue during the assumed lease-up period. The value of in-place leases is recorded to Depreciation and amortization expense in the Consolidated Statements of Operations over the remaining expected term of the respective leases.
Above-market and below-market in-place lease values for acquired properties are recorded based on the present value of the difference between (i) the contractual amounts to be paid pursuant to the in-place leases and (ii) management's estimate of fair market lease rates for comparable in-place leases, measured over a period equal to the remaining non-cancelable term of the lease, including below-market renewal options, if applicable. The value of above-market leases is amortized as a reduction of 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
REGENCY CENTERS CORPORATION AND REGENCY CENTERS, L.P.
Notes to Consolidated Financial Statements
December 31, 2018




relationship intangibles if it has pre-existing business relationships with the major retailers at the acquired property since they do not provide incremental value over the Company's existing relationships.
Held for Sale
The Company classifies land, an operating property, or a property in development as held-for-sale upon satisfaction of the following criteria: (i) management commits to a plan to sell a property (or group of properties), (ii) the property is available for immediate sale in its present condition subject only to terms that are usual and customary for sales of such properties, (iii) an active program to locate a buyer and other actions required to complete the plan to sell the property have been initiated, (iv) the sale of the property is probable and transfer of the asset is expected to be completed within one year, (v) the property is being actively marketed for sale, and (vi) actions required to complete the plan indicate that it is unlikely that significant changes to the plan will be made or that the plan will be withdrawn. Properties held-for-sale are carried at the lower of cost or fair value less costs to sell.
Impairment
We evaluate whether there are any indicators, including property operating performance and general market conditions, that the value of the real estate properties (including any related amortizable intangible assets or liabilities) may not be recoverable. For those properties with such indicators, management evaluates recoverability of the property's carrying amount. Through the evaluation, we compare the current carrying value of the asset to the estimated undiscounted cash 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 both December 31, 2018 and 2017, primarily due to the tax free merger with Equity One and inheriting lower carryover tax basis.
REGENCY CENTERS CORPORATION AND REGENCY CENTERS, L.P.
Notes to Consolidated Financial Statements
December 31, 2018




(d)    Cash and Cash Equivalents and Restricted Cash
Any instruments which have an original maturity of 90 days or less when purchased are considered cash equivalents. As of December 31, 2018 and 2017, $2.7 million and $4.0 million, respectively, of cash was restricted through escrow agreements and certain mortgage loans, and are presented as Restricted cash in the Consolidated Balance Sheets.
(e)    Other Assets
Goodwill
Goodwill represents the excess of the purchase price consideration for the Equity One merger over the fair value of the assets acquired and liabilities assumed. The Company accounts for goodwill in accordance with ASC Topic 350, Intangibles - Goodwill and Other, and allocates its goodwill to its reporting units, which have been determined to be at the individual property level. The Company performs an impairment evaluation of its goodwill at least annually, in November of each year, or more frequently as triggers occur.
The goodwill impairment evaluation is completed using either a qualitative or quantitative approach. Under a qualitative approach, the impairment review for goodwill consists of an assessment of whether it is more-likely-than-not that the reporting unit’s fair value is less than its carrying value, including goodwill. If a qualitative approach indicates it is more likely-than-not that the estimated carrying value of a reporting unit (including goodwill) exceeds its fair value, or if the Company chooses to bypass the qualitative approach for any reporting unit, the Company will perform the quantitative approach described below.
The quantitative approach consists of estimating the fair value of each reporting unit using discounted projected future cash flows and comparing those estimated fair values with the carrying values, which include the allocated goodwill. If the estimated fair value is less than the carrying value, the Company would then recognize a goodwill impairment charge for the amount by which the carrying amount exceeds the reporting unit's fair value, not to exceed the total amount of goodwill allocated to that reporting unit.
Investments
The Company determines the appropriate classification of its investments in debt and equity securities at the time of purchase and reevaluates such determinations at each balance sheet date. The fair value of securities is determined using quoted market prices.
Debt securities are classified as held to maturity when the Company has the positive intent and ability to hold the securities to maturity. Debt securities that are bought and held principally for the purpose of selling them in the near term are classified as trading securities and are reported at fair value, with unrealized gains and losses recognized through earnings in Investment income in the Consolidated Statements of Operations. Debt securities not classified as held to maturity or as trading, are classified as available-for-sale, and are carried at fair value, with the unrealized gains and losses, net of tax, included in the determination of comprehensive income and reported in the Consolidated Statements of Comprehensive Income.
Equity securities with readily determinable fair values are measured at fair value with changes in the fair value recognized through net income and presented within Investment income in the Consolidated Statements of Operations.
(f)    Deferred Leasing Costs
Deferred leasing costs consist of internal and external commissions and legal costs associated with leasing the Company's shopping centers, and are presented net of accumulated amortization. Such costs are amortized over the period through lease expiration. If the lease is terminated early, the remaining leasing costs are written off. See note 1(o), Recent Accounting Pronouncements, for expected changes in 2019 upon adoption of a new accounting standard.
REGENCY CENTERS CORPORATION AND REGENCY CENTERS, L.P.
Notes to Consolidated Financial Statements
December 31, 2018




(g)    Derivative Financial Instruments
The Company manages economic risks, including interest rate, liquidity, and credit risk primarily by managing the amount, sources, and duration of its debt funding and the use of derivative financial instruments. Specifically, the Company enters into derivative financial instruments to manage exposures that arise from business activities that result in the receipt or future payment of known and uncertain cash amounts, the amount of which are determined by interest rates. The Company's derivative financial instruments are used to manage differences in the amount, timing, and duration of the Company's known or expected cash payments principally related to the Company's borrowings.
All derivative instruments, whether designated in hedging relationships or not, are recorded on the accompanying Consolidated Balance Sheets at their fair value. The accounting for changes in the fair value of derivatives depends on the intended use of the derivative, whether the Company has elected to designate a derivative in a hedging relationship and apply hedge accounting, and whether the hedging relationship has satisfied the criteria necessary to apply hedge accounting. Derivatives designated and qualifying as a hedge of the exposure to variability in expected future cash flows, or other types of forecasted transactions, are considered cash flow hedges. Hedge accounting generally provides for the matching of the timing of gain or loss recognition on the hedging instrument with the earnings effect of the hedged forecasted transactions in a cash flow hedge. The Company may enter into derivative contracts that are intended to economically hedge certain risks, even though hedge accounting does not apply or the Company elects not to apply hedge accounting.
The Company uses interest rate swaps to mitigate its interest rate risk on a related financial instrument or forecasted transaction, and the Company designates these interest rate swaps as cash flow hedges. Interest rate swaps designated as cash flow hedges generally involve the receipt of variable-rate amounts from a counterparty in exchange for the Company making fixed-rate payments over the life of the agreements without exchange of the underlying notional amount. The Company also utilizes cash flow hedges to lock U.S. Treasury rates in anticipation of future fixed-rate debt issuances. The gains or losses resulting from changes in fair value of derivatives that qualify as cash flow hedges are recognized in Accumulated other comprehensive income (“AOCI”). Upon the settlement of a hedge, gains and losses remaining in AOCI are amortized through earnings over the underlying term of the hedged transaction. The cash receipts or payments related to interest rate swaps are presented in cash flows provided by operating activities in the accompanying Consolidated Statements of Cash Flows.
The Company formally documents all relationships between hedging instruments and hedged items, as well as its risk management objectives and strategies for undertaking various hedge transactions. The Company assesses, both at inception of the hedge and on an ongoing basis, whether the derivatives that are used in hedging transactions are highly effective in offsetting changes in the cash flows and/or forecasted cash flows of the hedged items.
In assessing the valuation of the hedges, the Company uses standard market conventions and techniques such as discounted cash flow analysis, option pricing models, and termination costs at each balance sheet date. All methods of assessing fair value result in a general approximation of value, and such value may never actually be realized.
(h)    Income Taxes
The Parent Company believes it qualifies, and intends to continue to qualify, as a REIT under the Code. As a REIT, the Parent Company will generally not be subject to federal income tax, provided that distributions to its stockholders are at least equal to REIT taxable income. Each wholly-owned corporate subsidiary of the Operating Partnership has elected to be a TRS as defined in Section 856(l) of the Code. The TRS's are subject to federal and state income taxes and file separate tax returns. As a pass through entity, the Operating Partnership generally does not pay taxes, but its taxable income or loss is reported by its partners, of which the Parent Company, as general partner and approximately 99.8% 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 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
REGENCY CENTERS CORPORATION AND REGENCY CENTERS, L.P.
Notes to Consolidated Financial Statements
December 31, 2018




effect for the year in which the differences are expected to reverse. The Company records net deferred tax assets to the extent it believes it is more likely than not that these assets will be realized. A valuation allowance is recorded to reduce deferred tax assets when it is believed that it is more likely than not that all or some portion of the deferred tax asset will not be realized. The Company considers all available positive and negative evidence, including forecasts of future taxable income, the reversal of other existing temporary differences, available net operating loss carryforwards, tax planning strategies and recent and projected results of operations in order to make that determination.
In addition, tax positions are initially recognized in the financial statements when it is more likely than not the position will be sustained upon examination by the tax authorities. Such tax positions shall initially and subsequently be measured as the largest amount of tax benefit that has a greater than 50% likelihood of being realized upon ultimate settlement with the tax authority assuming full knowledge of the position and relevant facts. The Company believes that it has appropriate support for the income tax positions taken and to be taken on its tax returns and that its accruals for tax liabilities are adequate for all open tax years (2015 and forward for federal and state) based on an assessment of many factors including past experience and interpretations of tax laws applied to the facts of each matter.
The Tax Cuts and Jobs Act (the “Act”) was signed into law in December 2017. Key provisions in the Act have significant financial statement effects. These effects include remeasurement of deferred taxes, recognition of liabilities for taxes on mandatory deemed repatriation and certain other foreign income, and reassessment of the realizability of deferred tax assets. Because the asset and liability approach under ASC 740 requires companies to recognize the effect of tax law changes in the period of enactment, the effects were recognized in the Company's December 2017 financial statements, even though the effective date of the law for most provisions is January 1, 2018. The Company calculated the tax impact of the change in tax law. The revaluation of the deferred tax assets and liabilities at the appropriate tax rate resulted in a $9.7 million benefit recognized in earnings for 2017. To the extent that all information necessary was not available, prepared or analyzed, companies were allotted a measurement period to make adjustments for the effect of the law. The Company completed its analysis of the Act during 2018 and recorded an immaterial benefit in earnings.
(i)    Earnings per Share and Unit
Basic earnings per share of common stock and unit are computed based upon the weighted average number of common shares and units, respectively, outstanding during the period. Diluted earnings per share and unit reflect the conversion of obligations and the assumed exercises of securities including the effects of shares issuable under the Company's share-based payment arrangements, if dilutive. Dividends paid on the Company's share-based compensation awards are not participating securities as they are forfeitable.
(j)    Stock-Based Compensation
The Company grants stock-based compensation to its employees and directors. The Company recognizes the cost of stock-based compensation based on the grant-date fair value of the award, which is expensed over the vesting period.
When the Parent Company issues common stock as compensation, it receives a like number of common units from the Operating Partnership. The Company is committed to contributing to the Operating Partnership all proceeds from the share-based awards granted under the Parent Company's Long-Term Omnibus Plan (the “Plan”). Accordingly, the Parent Company's ownership in the Operating Partnership will increase based on the amount of proceeds contributed to the Operating Partnership for the common units it receives. As a result of the issuance of common units to the Parent Company for stock-based compensation, the Operating Partnership records the effect of stock-based compensation for awards of equity in the Parent Company.
(k)    Segment Reporting
The Company's business is investing in retail shopping centers through direct ownership or partnership interests. The Company actively manages its portfolio of retail shopping centers and may from time to time make decisions to sell lower performing properties or developments not meeting its long-term investment objectives. The proceeds from sales are generally reinvested into higher quality retail shopping centers, through acquisitions, new developments, or redevelopment of existing centers, which management believes will generate sustainable revenue growth and attractive returns. It is management's intent that all retail shopping centers will be owned or developed for investment purposes; however, the Company may decide to
REGENCY CENTERS CORPORATION AND REGENCY CENTERS, L.P.
Notes to Consolidated Financial Statements
December 31, 2018




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.
(n)    Reclassifications
Certain amounts included in the Consolidated Balance Sheets for 2017 have been reclassified to conform to the 2018 financial statement presentation as a result of changes in presentation of Real estate assets, at cost.


REGENCY CENTERS CORPORATION AND REGENCY CENTERS, L.P.
Notes to Consolidated Financial Statements
December 31, 2018




(o)    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:adopted:

ASU 2017-12, August 2017, Targeted Improvements to2019-12, Income Taxes (Topic 740): Simplifying the Accounting for Hedging Activities

Income Taxes

This ASU provides updated guidance to better align a company’s financial reporting

The amendments in this update simplify the accounting for hedging activities with the economic objectives of those activities.

The adoption method requires the Company to recognize the cumulative effect of initially applying the ASU as an adjustment to accumulated other comprehensive income with a corresponding adjustmenttaxes by removing certain exceptions to the opening balance of retained earnings as of the beginning of the fiscal year that an entity adopts the update.general principles in Topic 740, Income Taxes.

January 20182021

The Company adopted this ASU using a modified retrospective transition method, which resulted in an immaterial adjustment to opening retained earnings and accumulated other comprehensive income for previously recognized hedge ineffectiveness from off-market hedges.

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 on equity securities with readily determinable fair values to no longer require classification as either trading or available-for-sale and now 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.

January 2018
The Company's adoption of this standard did not have a significant impact on its results of operations, financial condition or cash flows as the Company had, at January 1, 2018, an insignificant amount of equity securities within the scope of this standard.
The adoption did not result in a material impact to the Company's fair value disclosures.
financial condition, results of operations, cash flows or related footnote disclosures

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.
January 2018The adoption of this ASU did not result in a change to the Company's Consolidated Statements of Cash Flows.

REGENCY CENTERS CORPORATION AND REGENCY CENTERS, L.P.
Notes to Consolidated Financial Statements
December 31, 2018




Standard

Not yet adopted:

Description

Date of adoption

Effect on the financial statements or other significant matters

ASU 2016-18, November 2016, Statement of Cash Flows2021-05, Leases (Topic 230)842): Restricted Cash

Lessors - Certain Leases with Variable Lease Payments

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 ASUupdate affect lessor lease classification. Lessors should classify and account for a lease as an operating lease if both of the following criteria are applied usingmet: (1) have variable lease payments that do not depend on a retrospective transition method to each period presented.
reference index or a rate and (2) would have resulted in the recognition of a selling loss at lease commencement if classified as sales-type or direct financing. This update should result in similar treatment under the current Topic 842 as under the previous Topic 840.

January 20182022

The adoption of this ASU resulted instandard will not have a change to the classification and presentation of changes in restricted cash on its cash flow statement, which was not material. There was no changematerial impact to the Company's financial condition, or results of operations, cash flows or related footnote disclosures as athe Company's customary lease terms do not result of adopting this ASU.

Upon adoption, and for the years ended December 31, 2017 and 2016, net cash provided by operating activities decreased by $1.4 million and $298,000, and net cash used in investing activities increased by $749,000 and decreased $1.2 million, respectively, with a corresponding increase in cash and cash equivalents and restricted cash within the Consolidated Statements of Cash Flows.
sales-type or direct financing classification, although future leases may.

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

January 2018Sales of real estate assets are now accounted for under Subtopic 610-20, which provides for revenue recognition based on transfer of control.

For normal arms length property sales to unrelated parties, where Regency has no retained interest in the property, the Company will continue to recognize the full gain or loss upon transfer of control. For property sales in which Regency retains a noncontrolling interest in the property, fair value recognition for the retained noncontrolling interest is now required, which will result in full gain recognition upon loss of control.

The Company applied the modified retrospective adoption method, and on January 1, 2018, recognized through opening retained earnings $30.9 million of previously deferred gains from property sales to entities in which Regency had continuing involvement, resulting in a corresponding increase to the value of the Company's investment in those partnerships.

88

REGENCY CENTERS CORPORATION AND REGENCY CENTERS, L.P.

Notes to Consolidated Financial Statements

December 31, 2018

2021



2.

Real Estate Investments

Acquisitions


StandardDescriptionDate of adoptionEffect 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
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 supersedes 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. The Company's lease contracts will be subject to Topic 842, in January 2019.
January 2018The Company utilized the modified retrospective method of adoption, applying the standard to only 2018, and not restating prior periods presented in future financial statements.

The majority of the Company's revenue originates from lease contracts and will be subject to Topic 842 to be adopted in January 2019.

Beyond revenue from lease contracts, the Company's primary revenue stream subject to Topic 606 is Management, transaction, and other fees from the Company's real estate partnerships, primarily in the form of property management services, asset management services, and leasing services. The Company evaluated all partnership service relationships and did not identify any changes in the timing or amount of revenue recognition from these revenue streams.

The adoption of Topic 606 resulted in additional disclosures to enable users of financial statements to understand the nature, amount, timing, and uncertainty of revenue and cash flows arising from contracts with customers, as seen in Note 1(b).
REGENCY CENTERS CORPORATION AND REGENCY CENTERS, L.P.
Notes to Consolidated Financial Statements
December 31, 2018




StandardDescriptionDate of adoptionEffect on the financial statements or other significant matters
Not yet adopted:
Leases (Topic 842) and related updates:

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

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

ASU 2018-11, July 2018, Leases (Topic 842): Targeted Improvements
ASU 2018-20, December 2018, Leases (Topic 842): Narrow-Scope Improvements for Lessors
Topic 842 amends the existing accounting standards for lease accounting, including requiring lessees to recognize most leases on their balance sheets. It also makes targeted changes to lessor accounting.

The provisions of these ASUs are effective as of January 1, 2019, with early adoption permitted. Topic 842 provides a modified retrospective transition approach for all leases existing at, or entered into after, the date of initial application, with an option to use certain transition relief or an additional transition method, allowing for initial application at the date of adoption and a cumulative-effect adjustment to opening retained earnings.
January 2019The Company continues to evaluate the impact this standard will have on its financial statements and related disclosures. Based on adoption and implementation efforts to date, management has identified expected changes from the new standard from its perspective as both a lessee and a lessor, as noted in the following pages.
REGENCY CENTERS CORPORATION AND REGENCY CENTERS, L.P.
Notes to Consolidated Financial Statements
December 31, 2018




StandardDescriptionDate of adoptionEffect on the financial statements or other significant matters
Topic 842, Leases (continued)
Lessee Accounting:
The new standard establishes a right-of-use model (“ROU”) that requires a lessee to recognize a ROU asset and lease liability on the balance sheet for all leases with a term longer than 12 months. Leases will be classified as finance or operating, with classification affecting the pattern and classification of expense recognition in the income statement.

An entity may choose to use either (1) its effective date or (2) the beginning of the earliest comparable period presented in the financial statements as its date of initial application. The Company will elect option 1 and only present as of the effective date.

The new standard provides a number of optional practical expedients in transition. The Company expects to elect the “package of practical expedients”, which allows the Company not to reassess under the new standard prior conclusions about lease identification, lease classification, and initial direct costs.

The new standard will also provide significant new disclosures about the Company’s leasing activities.

The Company has ground lease agreements in which the Company is the lessee for land beneath all or a portion of the buildings at certain consolidated shopping centers. The Company also has office leases for its headquarters and field offices.

Based on current estimates, the Company anticipates recognizing operating lease liabilities for its ground and office leases, with a corresponding ROU asset, of less than 5% of total assets. For these existing operating leases, the Company will continue to recognize a single lease expense for its existing ground and office operating leases, currently included in Operating and maintenance expenses and General and administrative expenses, respectively, in the Consolidated Statements of Operations.

Future ground leases entered into or acquired subsequent to the adoption date may be classified as operating or finance leases, based on specific classification criteria. Finance leases would result in a slightly accelerated impact to earnings, using the effective interest method, and different classification of the expense.
REGENCY CENTERS CORPORATION AND REGENCY CENTERS, L.P.
Notes to Consolidated Financial Statements
December 31, 2018




StandardDescriptionDate of adoptionEffect on the financial statements or other significant matters
Topic 842, Leases (continued)
Lessor Accounting:
Topic 842 requires lessors to classify leases as a sales-type, direct financing, or operating lease. A lease is a sales-type lease if any one of five criteria are met, each of which indicate that the lease, in effect, transfers control of the underlying asset to the lessee. If none of those five criteria are met, but two additional criteria are both met, indicating that the lessor has transferred substantially all the risks and benefits of the underlying asset to the lessee and a third party, the lease is a direct financing lease. All leases that are not sales-type or direct financing leases are operating leases.

The new standard also includes a change to the treatment of internal leasing costs and legal costs, which can no longer be capitalized. Only incremental costs of a lease that would not have been incurred if the lease had not been obtained may be deferred as initial direct costs.

Additionally, the new standard requires lessors to allocate the consideration in a contract between the lease component (right to use an underlying asset) and non-lease component (transfer of a good or service that is not a lease). However, lessors are provided with a practical expedient, elected by class of underlying asset, to account for lease and non-lease components of a contract as a single lease component if certain criteria are met. Lessors that make these elections will be required to provide additional disclosures.

The Company's existing lessor leases will continue to be classified as operating leases. Leases entered into after the effective date of the new standard may be classified as operating or sales-type leases, based on specific classification criteria. Operating leases will continue to have a similar patter of recognition as under current GAAP. Sales-type lease accounting, however, will result in the recognition of selling-profit at lease commencement, with interest income recognized over the life of the lease.

The terms of the Company's leases generally provide that the Company is entitled to receive reimbursements from tenants for operating expenses such as real estate taxes, insurance and CAM, in addition to the base rental payments for use of the underlying asset (e.g. unit of the shopping center). Under the new standard, CAM is considered a non-lease component of a lease contract, which would be accounted for under Topic 606. However, the Company expects to apply the practical expedient to account for its lease and non-lease components as a single, combined operating lease component. While the timing of recognition should remain the same, the Company expects to no longer present Minimum rent and Recoveries from tenants separately in our Consolidated Statements of Operations beginning January 1, 2019.

Capitalization of indirect 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.
Previous capitalization of internal leasing costs was $6.5 million, $10.4 million, and $10.5 million during the years ended December 31, 2018, 2017, and 2016, respectively.

Previous capitalization of legal costs was $1.6 million, $1.2 million, and $0.7 million during the years ended December 31, 2018, 2017 and 2016, respectively, including our pro rata share recognized through Equity in income of investments in real estate partnerships.

The Company will continue its evaluation of the accounting standard, additional impacts of adoption, and changes in presentation and disclosure requirements.
REGENCY CENTERS CORPORATION AND REGENCY CENTERS, L.P.
Notes to Consolidated Financial Statements
December 31, 2018




StandardDescriptionDate of adoptionEffect on the financial statements or other significant matters
ASU 2018-15, August 2018, Intangibles - Goodwill and Other - Internal-Use Software (Subtopic 350-40): Customer's Accounting for Implementation Costs Incurred in a Cloud Computing Arrangement That Is a Service Contract
The amendments in this ASU align the requirements for capitalizing implementation costs incurred in a hosting arrangement that is a service contract with the requirements for capitalizing implementation costs incurred to develop or obtain internal-use software (and hosting arrangements that include an internal-use software license). The ASU provides further clarification of the appropriate presentation of capitalized costs, the period over which to recognize the expense, the presentation within the Statements of Operations and Statements of Cash Flows, and the disclosure requirements.

Early adoption of the standard is permitted.		January 2020The Company is currently evaluating the accounting standard, but does not expect the adoption to have a material impact on its financial position, results of operations, or cash flows.
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 2020The Company is evaluating the alternative methods of adoption and the impact it will have on its financial statements and related disclosures.
ASU 2018-13, August 2018, Fair Value Measurements (Topic 820): Disclosure Framework - Changes to the Disclosure Requirements for Fair Value Measurement
This ASU modifies the disclosure requirements for fair value measurements within the scope of Topic 820, Fair Value Measurement, including the removal and modification of certain existing disclosures, and the addition of new disclosures.January 2020The Company is currently evaluating the impact of adopting this new accounting standard, which is expected to only impact fair value measurement disclosures and therefore should have minimal impact on the Company's financial position, results of operations, or cash flows.

REGENCY CENTERS CORPORATION AND REGENCY CENTERS, L.P.
Notes to Consolidated Financial Statements
December 31, 2018




2.Real Estate Investments
Acquisitions

The following tables detail theconsolidated shopping centers acquired or land acquired for development or leasedredevelopment for development.

(in thousands) December 31, 2018
Date Purchased��Property Name City/State Property Type Purchase Price Debt Assumed, Net of Premiums Intangible Assets Intangible Liabilities
01/10/18 Hewlett Crossing I & II Hewlett, NY Operating $30,900
 9,700
 3,114
 1,868
04/03/18 Rivertowns Square Dobbs Ferry, NY Operating 68,933
 —
 4,993
 5,554
12/14/18 
Pablo Plaza (1)
 Jacksonville, FL Operating 1,310
 —
 —
 —
12/27/18 The Village at Hunter's Lake Tampa, FL Development 1,812
 —
 —
 —
12/31/18 
Carytown Exchange (2)
 Richmond, VA Development 13,284
 —
 264
 —
Total property acquisitions $116,239
 9,700
 8,371
 7,422
(1) The Company purchased a 5,000 square foot building adjacent to the Company's existing operating Pablo Plaza for redevelopment.
(2)  The Company closed on the Carytown Exchange development, with a partner contributing land valued at $13 million which is recorded within Limited partners' interest in consolidated partnerships in the accompanying Consolidated Balance Sheets. Regency is contributing the capital to fund the development, which is currently estimated to be approximately $26 million.
(in thousands) December 31, 2017
Date Purchased Property Name City/State Property Type Purchase Price Debt Assumed, Net of Premiums Intangible Assets Intangible Liabilities
03/06/17 The Field at Commonwealth Chantilly, VA Development $9,500
 —
 —
 —
03/08/17 
Pinecrest Place (1)
 Miami, FL Development —
 —
 —
 —
04/13/17 
Mellody Farm (2)
 Chicago, IL Development 26,200
 —
 —
 —
06/28/17 
Concord outparcel (3)
 Miami, FL Operating 350
 —
 —
 —
07/20/17 
Aventura Square outparcel (4)
 Miami, FL Operating 1,750
 —
 90
 9
11/15/17 Indigo Square Mount Pleasant, SC Development 3,900
 —
 —
 —
12/21/17 Scripps Ranch Marketplace San Diego, CA Operating 81,600
 27,000
 4,997
 9,551
12/28/17 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.
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. Underperiods set forth below:

(in thousands)

 

December 31, 2021

 

Date
Purchased

 

Property Name

 

City/State

 

Property
Type

 

Purchase
Price

 

 

Debt
Assumed,
Net of
Premiums

 

 

Intangible
Assets

 

 

Intangible
Liabilities

 

7/30/21

 

Willa Springs (1)

 

Winter Springs, FL

 

Operating

 

$

34,500

 

 

 

17,682

 

 

 

1,562

 

 

 

643

 

8/1/21

 

Dunwoody Hall (1)

 

Dunwoody, GA

 

Operating

 

 

32,000

 

 

 

14,612

 

 

 

2,255

 

 

 

973

 

8/1/21

 

Alden Bridge (1)

 

Woodlands, TX

 

Operating

 

 

43,000

 

 

 

27,529

 

 

 

3,198

 

 

 

2,308

 

8/1/21

 

Hasley Canyon Village (1)

 

Castaic, CA

 

Operating

 

 

31,000

 

 

 

16,941

 

 

 

2,037

 

 

 

—

 

8/1/21

 

Shiloh Springs (1)

 

Garland, TX

 

Operating

 

 

19,500

 

 

 

—

 

 

 

1,825

 

 

 

1,079

 

8/1/21

 

Bethany Park Place (1)

 

Allen, TX

 

Operating

 

 

18,000

 

 

 

10,800

 

 

 

996

 

 

 

1,732

 

8/1/21

 

Blossom Valley (1)

 

Mountain View, CA

 

Operating

 

 

44,000

 

 

 

23,611

 

 

 

2,895

 

 

 

732

 

11/18/21

 

Blakeney Shopping Center

 

Charlotte, NC

 

Operating

 

 

181,000

 

 

 

—

 

 

 

14,096

 

 

 

4,431

 

12/30/21

 

Valley Stream

 

Long Island, NY

 

Operating

 

 

48,000

 

 

 

—

 

 

 

21,505

 

 

 

1,675

 

12/30/21

 

East Meadow

 

Long Island, NY

 

Operating

 

 

38,000

 

 

 

—

 

 

 

6,521

 

 

 

1,197

 

12/30/21

 

Wading River

 

Long Island, NY

 

Operating

 

 

35,000

 

 

 

—

 

 

 

4,998

 

 

 

1,469

 

12/30/21

 

Eastport

 

Long Island, NY

 

Operating

 

 

9,000

 

 

 

—

 

 

 

1,366

 

 

 

498

 

Total property acquisitions

 

 

 

 

$

533,000

 

 

 

111,175

 

 

 

63,254

 

 

 

16,737

 

(1)
The purchase prices, presented above, reflect the termsprice for 100% of each property which were part 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 priorseven property USAA portfolio purchase. The basis allocated to the effective timeReal estate assets was $192.9 million which is net of the merger resultingCompany's carryover basis related to its 20% previously owned equity interest in approximately 65.5 million Regency common shares being issued to effect the merger.
REGENCY CENTERS CORPORATION AND REGENCY CENTERS, L.P.
Notes to Consolidated Financial Statements
December 31, 2018



partnership.

(in thousands)

 

December 31, 2020

 

Date
Purchased

 

Property Name

 

City/State

 

Property
Type

 

Purchase
Price

 

 

Debt
Assumed,
Net of
Premiums

 

 

Intangible
Assets

 

 

Intangible
Liabilities

 

1/1/20

 

Country Walk Plaza (1)

 

Miami, FL

 

Operating

 

$

39,625

 

 

 

16,359

 

 

 

3,294

 

 

 

2,452

 


(1)
The following table providespurchase price presented above reflects 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 merger65,379
Closing stock price on March 1, 2017$68.40
Value of common stock issued for merger$4,471,808
Other cash payments721,297
Total purchase price$5,193,105
As part100% of the merger, Regency acquired 121 properties, including 8 properties held through co-investment partnerships. The consolidated net assets and resultsproperty, 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.
Final Purchase Price Allocation of Merger
The Equity One merger has been accounted for using the acquisition method of accounting in accordance with ASC Topic 805, Business Combinations, which requires, among other things, that the assets acquired and liabilities assumed be recognized at their acquisition date fair values and allows a measurement period, not to exceed one year from the acquisition date, to finalize the acquisition date fair values. The merger closed on March 1, 2017, and the Company finalized its purchase price allocation by March 1, 2018.
The acquired assetspreviously owned a 30% equity interest prior to acquiring the other partner’s interest 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, and (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 resulted in goodwill in the business combination. The goodwill is not deductible for tax purposes.gaining control.
The fair 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 fair value estimates for each of the operating properties acquired, and completed the purchase price allocation during the measurement period.

REGENCY CENTERS CORPORATION AND REGENCY CENTERS, L.P.
3.
Notes to Consolidated Financial Statements
December 31, 2018



Property Dispositions

Dispositions


The following table summarizes the final 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) Final Purchase Price Allocation
Land $2,865,053
Building and improvements 2,619,163
Construction in progress 68,744
Properties held for sale 19,600
Investments in unconsolidated real estate partnerships 99,666
Real estate assets 5,672,226
Cash, accounts receivable and other assets 112,909
Intangible assets 458,877
Goodwill 332,384
Total assets acquired 6,576,396
Notes payable 757,399
Accounts payable, accrued expenses, and other liabilities 122,217
Lease intangible liabilities 503,675
Total liabilities assumed 1,383,291
Total purchase price $5,193,105
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.
The following table details the weighted average amortization and net accretion periods, in years, of the major classes of intangible assets and intangible liabilities arising from the Equity One merger:
(in years)Weighted Average Amortization Period
Assets:
In-place leases10.8
Above-market leases7.8
Below-market ground leases55.3
Liabilities:
Below-market leases24.9
REGENCY CENTERS CORPORATION AND REGENCY CENTERS, L.P.
Notes to Consolidated Financial Statements
December 31, 2018




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)  20172016
Total revenues  $1,052,221
1,006,367
Income from operations
(1) 
 281,393
63,907
Net income attributable to common stockholders
(1) 
 262,270
40,868
Income per common share - basic  1.54
0.25
Income 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, as if they had occurred during 2016.
The pro forma financial data is not necessarily indicative of what the actual results of operations would have been assuming the transaction had been completed as set forth above, nor does it purport to represent the results of operations for future periods.
3.Property Dispositions
Dispositions

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

 

 

Year ended December 31,

 

(in thousands, except number sold data)

 

2021

 

 

2020

 

 

2019

 

Net proceeds from sale of real estate investments

 

$

206,193

 

 

 

189,444

 

 

 

137,572

 

Gain on sale of real estate, net of tax

 

$

91,119

 

 

 

67,465

 

 

 

24,242

 

Provision for impairment of real estate sold

 

$

112

 

 

 

958

 

 

 

1,836

 

Number of operating properties sold

 

 

7

 

 

 

6

 

 

 

7

 

Number of land parcels sold

 

 

5

 

 

 

11

 

 

 

6

 

Percent interest sold

 

100%

 

 

50% - 100%

 

 

100%

 

 Year ended December 31, 
(in thousands, except number sold data)2018 2017 2016 
Net proceeds from sale of real estate investments$250,445
 110,015

135,161
'(1) 
Gain on sale of real estate, net of tax$28,343
 27,432
 47,321
 
Provision for impairment of real estate sold$31,041
 —
 1,700
 
Number of operating properties sold10
 6
 11
 
Number of land parcels sold9
 9
 16
 
       
(1) Includes cash deposits received in the previous year.
 

At December 31, 2018,2021, the Company also had four properties1 operating property, which has since sold, and 1 land parcel classified aswithin Properties held for sale on the Consolidated Balance Sheets, which have sold or are expected to sell subsequent to December 31, 2018.Sheets.


89

REGENCY CENTERS CORPORATION AND REGENCY CENTERS, L.P.

Notes to Consolidated Financial Statements

December 31, 2018

2021



4.

Investments in Real Estate Partnerships

4.Investments in Real Estate Partnerships

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

 

 

December 31, 2021

 

(in thousands)

 

Regency's
Ownership

 

Number of
Properties

 

 

Total
Investment

 

 

Total Assets
 of the
Partnership

 

 

The
Company's
Share of
Net Income
of the
Partnership

 

 

Net Income
of the
Partnership

 

GRI - Regency, LLC (GRIR)

 

40.00%

 

 

67

 

 

$

153,125

 

 

 

1,537,411

 

 

 

34,655

 

 

 

78,112

 

New York Common Retirement Fund (NYC)

 

30.00%

 

 

2

 

 

 

11,688

 

 

 

82,446

 

 

 

315

 

 

 

6,939

 

Columbia Regency Retail Partners, LLC (Columbia I)

 

20.00%

 

 

7

 

 

 

7,360

 

 

 

135,537

 

 

 

1,976

 

 

 

10,256

 

Columbia Regency Partners II, LLC (Columbia II)

 

20.00%

 

 

12

 

 

 

35,251

 

 

 

352,469

 

 

 

10,987

 

 

 

55,059

 

Columbia Village District, LLC

 

30.00%

 

 

1

 

 

 

5,554

 

 

 

94,536

 

 

 

1,522

 

 

 

5,131

 

RegCal, LLC (RegCal)

 

25.00%

 

 

6

 

 

 

24,995

 

 

 

103,587

 

 

 

2,058

 

 

 

8,448

 

US Regency Retail I, LLC (USAA) (1)

 

20.01%

 

 

—

 

 

 

—

 

 

 

—

 

 

 

631

 

 

 

3,155

 

Other investments in real estate partnerships

 

35.00% - 50.00%

 

 

8

 

 

 

134,618

 

 

 

449,458

 

 

 

(5,058

)

 

 

32,176

 

Total investments in real estate partnerships

 

 

 

 

103

 

 

$

372,591

 

 

 

2,755,444

 

 

 

47,086

 

 

 

199,276

 

(1)
On August 1, 2021, the Company acquired the partner's 80% interest in the 7 properties held in the USAA partnership and therefore all earnings of this property are included in consolidated results from the date of acquisition and excluded from partnership earnings. See note 2.

 

 

December 31, 2020

 

(in thousands)

 

Regency's
Ownership

 

Number of
Properties

 

 

Total
Investment

 

 

Total Assets
of the
Partnership

 

 

The
Company's
Share of
Net Income
of the
Partnership

 

 

Net Income
of the
Partnership

 

GRI - Regency, LLC (GRIR)

 

40.00%

 

 

67

 

 

$

179,728

 

 

 

1,583,097

 

 

 

25,425

 

 

 

56,244

 

New York Common Retirement Fund (NYC) (1)

 

30.00%

 

 

4

 

 

 

27,627

 

 

 

205,332

 

 

 

488

 

 

 

4,241

 

Columbia Regency Retail Partners, LLC (Columbia I)

 

20.00%

 

 

7

 

 

 

8,699

 

 

 

136,120

 

 

 

1,030

 

 

 

5,383

 

Columbia Regency Partners II, LLC (Columbia II)

 

20.00%

 

 

13

 

 

 

37,882

 

 

 

377,246

 

 

 

1,045

 

 

 

5,103

 

Columbia Village District, LLC

 

30.00%

 

 

1

 

 

 

10,108

 

 

 

94,551

 

 

 

757

 

 

 

2,531

 

RegCal, LLC (RegCal)

 

25.00%

 

 

6

 

 

 

25,908

 

 

 

107,283

 

 

 

1,296

 

 

 

5,397

 

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

 

20.01%

 

 

7

 

 

 

—

 

 

 

85,006

 

 

 

790

 

 

 

3,948

 

Other investments in real estate partnerships (3)

 

35.00% - 50.00%

 

 

9

 

 

 

177,203

 

 

 

478,592

 

 

 

3,338

 

 

 

8,574

 

Total investments in real estate partnerships

 

 

 

 

114

 

 

$

467,155

 

 

 

3,067,227

 

 

 

34,169

 

 

 

91,421

 

(1)
On January 1, 2020, the Company purchased the partner's 70% interest of a property owned by the NYC partnership (Country Walk Plaza), as discussed in note 2, and therefore all earnings of this property are included in consolidated results from the date of acquisition and excluded from partnership earnings.
 December 31, 2018
(in thousands)Regency's Ownership Number of Properties Total Investment Total Assets of the Partnership The Company's Share of Net Income of the Partnership Net Income of the Partnership
GRI - Regency, LLC (GRIR)40.00% 70 $189,381
 1,646,448
 29,614
 74,139
New York Common Retirement Fund (NYC)30.00% 6 54,250
 277,626
 490
 2,239
Columbia Regency Retail Partners, LLC (Columbia I)20.00% 7 13,625
 141,807
 1,311
 6,650
Columbia Regency Partners II, LLC (Columbia II)20.00% 13 38,110
 377,121
 4,673
 23,367
Cameron Village, LLC (Cameron)30.00% 1 11,169
 98,633
 943
 3,177
RegCal, LLC (RegCal)25.00% 7 31,235
 139,844
 1,542
 6,167
US Regency Retail I, LLC (USAA)20.01% 7 —
 89,524
 937
 4,685
Other investments in real estate partnerships9.375% - 50.00% 9 125,231
 456,828
 3,464
 8,661
Total investments in real estate partnerships  120 $463,001
 3,227,831
 42,974
 129,085
(2)
The USAA partnership has distributed proceeds from debt refinancing and real estate sales in excess of Regency’s carrying value of its investment, resulting in a negative investment balance of $4.4 million, which is recorded within Accounts Payable and other liabilities in the Consolidated Balance Sheets.
 December 31, 2017
(in thousands)Regency's Ownership Number of Properties Total Investment Total Assets of the Partnership The Company's Share of Net Income of the Partnership Net Income of the Partnership
GRI - Regency, LLC (GRIR)40.00% 70 $198,521
 1,656,068
 27,440
 69,211
New York Common Retirement Fund (NYC)30.00% 6 53,277
 284,412
 686
 2,757
Columbia Regency Retail Partners, LLC (Columbia I)20.00% 6 7,057
 130,836
 3,620
 18,233
Columbia Regency Partners II, LLC (Columbia II)20.00% 12 13,720
 329,992
 1,530
 7,690
Cameron Village, LLC (Cameron)30.00% 1 11,784
 99,808
 850
 2,917
RegCal, LLC (RegCal)25.00% 7 27,829
 138,717
 1,403
 5,613
US Regency Retail I, LLC (USAA)20.01% 7 —
 90,900
 4,456
 22,299
Other investments in real estate partnerships50.00% 6 74,116
 154,987
 3,356
 11,238
Total investments in real estate partnerships  115 $386,304
 2,885,720
 43,341
 139,958
(3)
In January 2020, the Company purchased an additional 16.62% interest in Town and Country Shopping Center, bringing its total ownership interest to 35%.

90

REGENCY CENTERS CORPORATION AND REGENCY CENTERS, L.P.

Notes to Consolidated Financial Statements

December 31, 2018

2021





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

  December 31,
(in thousands) 2018 2017
Investments in real estate, net $3,001,481
 2,682,578
Acquired lease intangible assets, net 57,053
 54,021
Other assets 169,297
 149,121
Total assets $3,227,831
 2,885,720
     
Notes payable $1,609,647
 1,514,729
Acquired lease intangible liabilities, net 49,501
 42,466
Other liabilities 90,577
 70,498
Capital - Regency 498,852
 445,068
Capital - Third parties 979,254
 812,959
Total liabilities and capital $3,227,831
 2,885,720

 

 

December 31,

 

(in thousands)

 

2021

 

 

2020

 

Investments in real estate, net

 

$

2,530,964

 

 

 

2,817,713

 

Acquired lease intangible assets, net

 

 

18,735

 

 

 

32,607

 

Other assets

 

 

205,745

 

 

 

216,907

 

Total assets

 

$

2,755,444

 

 

 

3,067,227

 

Notes payable

 

$

1,444,867

 

 

 

1,557,043

 

Acquired lease intangible liabilities, net

 

 

20,978

 

 

 

33,223

 

Other liabilities

 

 

90,097

 

 

 

97,321

 

Capital - Regency

 

 

438,510

 

 

 

509,873

 

Capital - Third parties

 

 

760,992

 

 

 

869,767

 

Total liabilities and capital

 

$

2,755,444

 

 

 

3,067,227

 

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:Consolidated Balance Sheet:

 

 

December 31,

 

(in thousands)

 

2021

 

 

2020

 

Capital - Regency

 

$

438,510

 

 

 

509,873

 

Basis difference

 

 

(65,919

)

 

 

(47,119

)

Negative investment in USAA (1)

 

 

—

 

 

 

4,401

 

Investments in real estate partnerships

 

$

372,591

 

 

 

467,155

 

(1)
On August 1, 2021, the Company acquired the partner's 80% interest in the seven properties held in the USAA partnership. See note 2
  December 31,
(in thousands) 2018 2017
Capital - Regency $498,852
 445,068
Basis difference (38,064) (37,852)
Negative investment in USAA (1)
 3,513
 11,290
Impairment of investment in real estate partnerships (1,300) (1,300)
Restricted Gain Method deferral (2)
 —
 (30,902)
Investments in real estate partnerships $463,001
 386,304
     
(1)  The USAA partnership has distributed proceeds from debt refinancing and real estate sales in excess of Regency's carrying value of its investment resulting in a negative investment balance, which is recorded within Accounts payable and other liabilities in the Consolidated Balance Sheets.
(2)  Upon adoption of ASU 2017-05 (ASC Subtopic 610-20) on January 1, 2018, the Company recognized $30.9 million of previously deferred gains through opening retained earnings, as discussed in note 1 to the Consolidated Financial Statements.
REGENCY CENTERS CORPORATION AND REGENCY CENTERS, L.P.
Notes to Consolidated Financial Statements
December 31, 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)

 

2021

 

 

2020

 

 

2019

 

Total revenues

 

$

416,222

 

 

 

381,094

 

 

 

417,053

 

Operating expenses:

 

 

 

 

 

 

 

 

 

Depreciation and amortization

 

 

94,026

 

 

 

101,590

 

 

 

97,844

 

Operating and maintenance

 

 

66,061

 

 

 

65,146

 

 

 

65,811

 

General and administrative

 

 

5,837

 

 

 

5,870

 

 

 

6,201

 

Real estate taxes

 

 

54,618

 

 

 

53,747

 

 

 

53,410

 

Other operating expenses

 

 

3,624

 

 

 

3,126

 

 

 

2,709

 

Total operating expenses

 

$

224,166

 

 

 

229,479

 

 

 

225,975

 

Other expense (income):

 

 

 

 

 

 

 

 

 

Interest expense, net

 

 

58,109

 

 

 

66,786

 

 

 

75,449

 

Gain on sale of real estate

 

 

(75,162

)

 

 

(7,146

)

 

 

(64,798

)

Early extinguishment of debt

 

 

0

 

 

 

554

 

 

 

0

 

Provision for impairment

 

 

9,833

 

 

 

0

 

 

 

9,223

 

Total other expense (income)

 

 

(7,220

)

 

 

60,194

 

 

 

19,874

 

Net income of the Partnerships

 

$

199,276

 

 

 

91,421

 

 

 

171,204

 

The Company's share of net income of the Partnerships

 

$

47,086

 

 

 

34,169

 

 

 

60,956

 

Acquisitions

  Year ended December 31,
(in thousands) 2018 2017 2016
Total revenues $414,631
 396,596
 364,087
Operating expenses:      
Depreciation and amortization 99,847
 99,327
 99,252
Operating and maintenance 66,299
 58,283
 52,725
General and administrative 5,697
 5,582
 5,342
Real estate taxes 54,119
 49,904
 42,813
Other operating expenses 1,003
 2,923
 2,356
Total operating expenses $226,965
 216,019
 202,488
Other expense (income):      
Interest expense, net 73,508
 73,244
 69,193
Gain on sale of real estate (16,624) (34,276) (70,907)
Early extinguishment of debt —
 —
 69
Other expense (income) 1,697
 1,651
 2,197
Total other expense (income) 58,581
 40,619
 552
Net income of the Partnerships $129,085
 139,958
 161,047
The Company's share of net income of the Partnerships $42,974
 43,341
 56,518
REGENCY CENTERS CORPORATION AND REGENCY CENTERS, L.P.
Notes to Consolidated Financial Statements
December 31, 2018




Acquisitions

The following table provides a summary of shopping centers and land parcels acquired through our unconsolidated real estate partnerships:partnerships during 2020, which had no such acquisitions in 2021:

(in thousands)

 

Year ended December 31, 2020

 

Date
Purchased

 

Property
Name

 

City/State

 

Property
Type

 

Co-investment
Partner

 

Ownership
%

 

Purchase
Price

 

 

Debt
Assumed,
Net of
Premiums

 

 

Intangible
Assets

 

 

Intangible
Liabilities

 

11/13/20

 

Eastfield at Baybrook

 

Houston, TX

 

Development

 

Other

 

50.00%

 

$

4,491

 

 

 

—

 

 

 

—

 

 

 

—

 

91

REGENCY CENTERS CORPORATION AND REGENCY CENTERS, L.P.

Notes to Consolidated Financial Statements

December 31, 2021

Dispositions

(in thousands) Year ended December 31, 2018
Date Purchased Property Name City/State Property Type Co-investment Partner Ownership % Purchase Price Debt Assumed, Net of Premiums Intangible Assets Intangible Liabilities
01/02/18 Ballard Blocks I Seattle, WA Operating Other 49.90% $54,500
 —
 3,668
 2,350
01/02/18 Ballard Blocks II Seattle, WA Development Other 49.90% 4,000
 —
 —
 —
01/05/18 The District at Metuchen Metuchen, NJ Operating Columbia II 20.00% 33,830
 —
 3,147
 1,905
05/18/18 Crossroads Commons II Boulder, CO Operating Columbia I 20.00% 10,500
 —
 447
 769
09/07/18 Ridgewood Shopping Center Raleigh, NC Operating Columbia II 20.00% 45,800
 10,233
 3,372
 2,278
12/17/18 Shoppes at Bartram Park Jacksonville, FL 
Operating (1)
 Other 50.00% 984
 —
 —
 —
12/14/18 Town and Country Center Los Angeles, CA Operating Other 9.38% 197,248
 90,000
 3,255
 5,650
Total property acquisitions $346,862
 100,233
 13,889
 12,952
(1) Land parcels purchased as additions to the existing operating property.
   
(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
10/11/17 Midtown East Raleigh, NC Development Other 50.00% $15,075
 —
 —
 —
Total property acquisitions $15,075
 —
 —
 —
                   
Dispositions

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

 

 

Year ended December 31,

 

(in thousands)

 

2021

 

 

2020

 

 

2019

 

Proceeds from sale of real estate investments

 

$

224,708

 

 

 

27,974

 

 

 

142,754

 

Gain on sale of real estate

 

$

75,162

 

 

 

7,147

 

 

 

64,798

 

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

 

$

9,380

 

 

 

2,413

 

 

 

29,422

 

Number of operating properties sold

 

 

4

 

 

 

2

 

 

 

4

 

Number of land out-parcels sold

 

 

1

 

 

 

0

 

 

 

0

 

  Year ended December 31,
(in thousands) 2018 2017 2016
Proceeds from sale of real estate investments $27,144
 73,122
 174,090
Gain on sale of real estate $16,624
 34,276
 70,907
The Company's share of gain on sale of real estate $3,608
 6,591
 25,003
Number of operating properties sold 1
 3
 10
Number of land out-parcels sold 2
 1
 1
REGENCY CENTERS CORPORATION AND REGENCY CENTERS, L.P.
Notes to Consolidated Financial Statements
December 31, 2018




Notes Payable

Scheduled principal repayments on notes payable held by our unconsolidated investments in real estate partnerships as of December 31, 20182021, were as follows:

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

 

Scheduled
Principal
Payments

 

 

Mortgage
Loan
Maturities

 

 

Unsecured
Maturities

 

 

Total

 

 

Regency’s
Pro-Rata
Share

 

2022

 

$

7,736

 

 

 

254,893

 

 

 

7,300

 

 

 

269,929

 

 

 

98,932

 

2023

 

 

3,256

 

 

 

171,608

 

 

 

0

 

 

 

174,864

 

 

 

65,149

 

2024

 

 

1,877

 

 

 

33,690

 

 

 

0

 

 

 

35,567

 

 

 

14,233

 

2025

 

 

2,249

 

 

 

137,000

 

 

 

0

 

 

 

139,249

 

 

 

42,169

 

2026

 

 

2,471

 

 

 

125,286

 

 

 

0

 

 

 

127,757

 

 

 

41,768

 

Beyond 5 Years

 

 

8,723

 

 

 

697,479

 

 

 

0

 

 

 

706,202

 

 

 

257,620

 

Net unamortized loan costs, debt premium / (discount)

 

 

0

 

 

 

(8,701

)

 

 

0

 

 

 

(8,701

)

 

 

(3,080

)

Total notes payable

 

$

26,312

 

 

 

1,411,255

 

 

 

7,300

 

 

 

1,444,867

 

 

 

516,791

 

Scheduled Principal Payments and Maturities by Year: Scheduled
Principal
Payments		 Mortgage Loan Maturities Unsecured
Maturities		 Total Regency’s
Pro-Rata
Share
2019 $20,062
 65,939
 —
 86,001
 22,294
2020 17,043
 326,583
 —
 343,626
 101,841
2021 11,048
 269,942
 19,635
 300,625
 104,375
2022 7,811
 170,702
 —
 178,513
 68,417
2023 2,989
 171,608
 —
 174,597
 65,096
Beyond 5 Years 7,353
 529,637
 —
 536,990
 175,032
Net unamortized loan costs, debt premium / (discount) —
 (10,705) —
 (10,705) (3,082)
Total notes payable $66,306
 1,523,706
 19,635
 1,609,647
 533,973

These fixed and variable rate loans are all non-recourse to the partnerships, and mature through 2034, with 92.4%93.2% having a weighted average fixed interest rate of 4.6%3.7%. The remaining notes payable float over LIBOR and had a weighted average variable interest rate of 4.6%2.5% at December 31, 2018.2021. Maturing loans will be repaid from proceeds from refinancing, partner capital contributions, or a combination thereof. The Company is obligated to contribute its pro-rataPro-rata share to fund maturities if the loans are not refinanced, and it has the capacity to do so from existing cash balances, availability on its line of credit, and operating cash flows. The Company believes that its partners are financially sound and have sufficient capital or access thereto to fund future capital requirements. In the event that a co-investment partner was unable to fund its share of the capital requirements of the co-investment partnership, the Company would have the right, but not the obligation, to loan the defaulting partner the amount of its capital call.

call which would be secured by the partner's membership interest.

Management fee income

In addition to earning our pro-rataPro-rata share of net income or loss in each of these co-investment partnerships, we receive fees as discussed in Note 1, as follows:

 

 

Year ended December 31,

 

(in thousands)

 

2021

 

 

2020

 

 

2019

 

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

 

$

40,301

 

 

 

26,618

 

 

 

28,878

 

  Year ended December 31,
(in thousands) 2018 2017 2016
Asset management, property management, leasing, and investment and financing services $27,873
 25,260
 24,595

92

REGENCY CENTERS CORPORATION AND REGENCY CENTERS, L.P.

Notes to Consolidated Financial Statements

December 31, 2018

2021



5.


5.    Other Assets

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

(in thousands)

 

December 31, 2021

 

 

December 31, 2020

 

Goodwill

 

$

167,095

 

 

 

173,868

 

Investments

 

 

65,112

 

 

 

60,692

 

Prepaid and other

 

 

21,332

 

 

 

17,802

 

Furniture, fixtures, and equipment, net

 

 

5,444

 

 

 

6,560

 

Deferred financing costs, net

 

 

7,448

 

 

 

2,524

 

Total other assets

 

$

266,431

 

 

 

261,446

 

(in thousands)December 31, 2018 December 31, 2017
Goodwill$314,143
 331,884
Investments41,287
 41,636
Prepaid and other17,937
 30,332
Derivative assets17,482
 14,515
Furniture, fixtures, and equipment, net6,127
 6,123
Deferred financing costs, net6,851
 2,637
Total other assets$403,827
 427,127

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

 

 

December 31, 2021

 

 

December 31, 2020

 

(in thousands)

 

Goodwill

 

 

Accumulated
Impairment
Losses

 

 

Total

 

 

Goodwill

 

 

Accumulated
Impairment
Losses

 

 

Total

 

Beginning of year balance

 

$

307,413

 

 

 

(133,545

)

 

 

173,868

 

 

 

310,388

 

 

 

(2,954

)

 

 

307,434

 

Goodwill allocated to Provision for impairment

 

 

—

 

 

 

—

 

 

 

—

 

 

 

—

 

 

 

(132,179

)

 

 

(132,179

)

Goodwill allocated to Properties held for sale

 

 

(2,465

)

 

 

—

 

 

 

(2,465

)

 

 

(1,191

)

 

 

1,191

 

 

 

—

 

Goodwill associated with disposed reporting units:

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Goodwill allocated to Provision for impairment

 

 

(111

)

 

 

111

 

 

 

—

 

 

 

—

 

 

 

—

 

 

 

—

 

Goodwill allocated to Gain on sale of real estate

 

 

(4,308

)

 

 

—

 

 

 

(4,308

)

 

 

(1,784

)

 

 

397

 

 

 

(1,387

)

End of year balance

 

$

300,529

 

 

 

(133,434

)

 

 

167,095

 

 

 

307,413

 

 

 

(133,545

)

 

 

173,868

 

(in thousands)December 31, 2018 December 31, 2017
 GoodwillAccumulated Impairment LossesTotal GoodwillAccumulated Impairment LossesTotal
Beginning of year balance$331,884
—
331,884
 —
—
—
Goodwill resulting from Equity One merger500
—
500
 331,884
—
331,884
Goodwill allocated to Provision for impairment—
(12,628)(12,628) —
—
—
Goodwill allocated to Properties held for sale(1,159)—
(1,159) —
—
—
Goodwill associated with disposed reporting units:  
    
Goodwill allocated to Provision for impairment(9,913)9,913
—
 —
—
—
Goodwill allocated to Gain on sale of real estate(4,454)—
(4,454) —
—
—
End of year balance$316,858
(2,715)314,143
 331,884
—
331,884

During the year ended December 31, 2018, the Company recognized a $38.4 million provision for impairment, net of tax, on seven operating properties that sold or are expected to sell, including $12.6 million of goodwill.

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


During 2020, the Company recognized $132.2 million of Goodwill impairment following the market disruptions of the COVID-19 pandemic, which was considered a triggering event requiring evaluation of reporting unit fair values for Goodwill impairment. Of the 269 reporting units with Goodwill, 87 were determined to have fair values lower than carrying value, resulting in $132.2 million of Goodwill impairment.

REGENCY CENTERS CORPORATION AND REGENCY CENTERS, L.P.
6.
Notes to Consolidated Financial Statements
December 31, 2018



Acquired Lease Intangibles

6.Acquired Lease Intangibles

The Company had the following acquired lease intangibles:

 December 31,
(in thousands)2018 2017
In-place leases$457,379
 470,315
Above-market leases57,294
 64,625
Below-market ground leases92,085
 92,166
Total intangible assets$606,758

627,106
Accumulated amortization(219,689) (148,280)
Acquired lease intangible assets, net$387,069
 478,826
    
Below-market leases$584,371
 588,850
Above-market ground leases5,101
 5,101
Total intangible liabilities589,472
 593,951
Accumulated amortization(92,746) (56,550)
Acquired lease intangible liabilities, net$496,726
 537,401

 

 

December 31,

 

(in thousands)

 

2021

 

 

2020

 

In-place leases

 

$

443,460

 

 

$

414,298

 

Above-market leases

 

 

81,433

 

 

 

59,381

 

Total intangible assets

 

 

524,893

 

 

 

473,679

 

Accumulated amortization

 

 

(312,186

)

 

 

(284,880

)

Acquired lease intangible assets, net

 

$

212,707

 

 

 

188,799

 

Below-market leases

 

 

535,569

 

 

 

523,678

 

Accumulated amortization

 

 

(172,293

)

 

 

(145,966

)

Acquired lease intangible liabilities, net

 

$

363,276

 

 

 

377,712

 

93

REGENCY CENTERS CORPORATION AND REGENCY CENTERS, L.P.

Notes to Consolidated Financial Statements

December 31, 2021

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

 

 

Year ended December 31,

 

 

 

(in thousands)

 

2021

 

 

2020

 

 

2019

 

 

Line item in Consolidated Statements of Operations

In-place lease amortization

 

$

33,621

 

 

 

48,297

 

 

 

60,250

 

 

Depreciation and amortization

Above-market lease amortization

 

 

5,487

 

 

 

7,658

 

 

 

9,112

 

 

Lease income

Acquired lease intangible asset amortization

 

$

39,108

 

 

 

55,955

 

 

 

69,362

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Below-market lease amortization

 

$

30,378

 

 

 

50,103

 

 

 

54,730

 

 

Lease income

 Year ended December 31,Line item in Consolidated Statements of Operations
(in thousands)2018 2017 2016
In-place lease amortization$76,649
 88,284
 11,533
Depreciation and amortization
Above-market lease amortization10,433
 9,443
 1,742
Minimum rent
Below-market ground lease amortization1,688
 1,886
 1,111
Operating and maintenance
Acquired lease intangible asset amortization$88,770
 99,613
 14,386
 
       
Below-market lease amortization$45,561
 34,786
 6,827
Minimum rent
Above-market ground lease amortization94
 136
 167
Operating and maintenance
Acquired lease intangible liability amortization$45,655
 34,922
 6,994
 

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

(in thousands)

 

 

 

 

 

 

In Process Year Ending
December 31,

 

Amortization of
In-place lease intangibles

 

 

Net accretion of Above
/ Below market lease
intangibles

 

2022

 

$

31,473

 

 

$

22,238

 

2023

 

 

25,422

 

 

 

21,126

 

2024

 

 

19,359

 

 

 

19,061

 

2025

 

 

15,736

 

 

 

18,536

 

2026

 

 

12,779

 

 

 

17,939

 

7.
Leases

Lessor Accounting

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

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

(i)
Recoveries from tenants represents the tenants' contractual obligations to reimburse the Company for their portion of Recoverable Costs incurred. Generally the Company’s leases provide for the tenants to reimburse the Company based on the tenants’ share of the actual costs incurred in proportion to the tenants’ share of leased space in the property.
(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
2019 $27,768
 53,506
 1,554
2020 26,646
 40,528
 1,554
2021 25,986
 32,344
 1,554
2022 24,239
 24,692
 1,554
2023 23,499
 19,605
 1,554
(ii)
Percentage rent represents amounts billable to tenants based on the tenants' actual sales volume in excess of levels specified in the lease contract.

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

(in thousands)

 

December 31, 2021

 

 

December 31, 2020

 

 

December 31, 2019

 

Operating lease income

 

 

 

 

 

 

 

 

 

Fixed and in-substance fixed lease income

 

$

797,502

 

 

 

807,603

 

 

 

813,444

 

Variable lease income

 

 

262,619

 

 

 

247,384

 

 

 

247,861

 

Other lease related income, net:

 

 

 

 

 

 

 

 

 

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

 

 

24,539

 

 

 

42,219

 

 

 

45,392

 

Uncollectible straight line rent (1)

 

 

5,227

 

 

 

(34,673

)

 

 

(7,002

)

Uncollectible amounts billable in lease income (1)

 

 

23,481

 

 

 

(82,367

)

 

 

(5,394

)

Total lease income

 

$

1,113,368

 

 

 

980,166

 

 

 

1,094,301

 

(1)
During the year ended December 31, 2021, the Company had improved rent collections following decreases in governmental operating restrictions on certain businesses which resulted in more favorable income than we experienced in 2020 during the height of the pandemic.

94

REGENCY CENTERS CORPORATION AND REGENCY CENTERS, L.P.

Notes to Consolidated Financial Statements

December 31, 20182021

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

(in thousands)

 

 

 

For the year ended December 31,

 

December 31, 2021

 

2022

 

$

793,177

 

2023

 

 

710,472

 

2024

 

 

609,200

 

2025

 

 

501,333

 

2026

 

 

398,196

 

Thereafter

 

 

1,409,012

 

Total

 

$

4,421,390

 

Lessee Accounting

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

The Company has 20 properties within its consolidated real estate portfolio that are either partially or completely on land subject to ground leases with third parties. Accordingly, the Company owns only a long-term leasehold or similar interest in these properties. These ground leases expire through the year 2101, and in most cases, provide for renewal options.

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

The ground and office lease expense is recognized on a straight-line basis over the term of the leases, including management's estimate of expected option renewal periods. Operating lease expense under the Company's ground and office leases was as follows, including straight-line rent expense and variable lease expenses such as CPI increases, percentage rent and reimbursements of landlord costs:

(in thousands)

 

December 31, 2021

 

 

December 31, 2020

 

 

December 31, 2019

 

Fixed operating lease expense

 

 

 

 

 

 

 

 

 

Ground leases

 

$

13,862

 

 

 

13,716

 

 

 

13,982

 

Office leases

 

 

4,309

 

 

 

4,334

 

 

 

4,229

 

Total fixed operating lease expense

 

 

18,171

 

 

 

18,050

 

 

 

18,211

 

Variable lease expense

 

 

 

 

 

 

 

 

 

Ground leases

 

 

1,032

 

 

 

1,044

 

 

 

1,693

 

Office leases

 

 

615

 

 

 

585

 

 

 

552

 

Total variable lease expense

 

 

1,647

 

 

 

1,629

 

 

 

2,245

 

Total lease expense

 

$

19,818

 

 

 

19,679

 

 

 

20,456

 

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

 

 

 

 

 

 

 

 

 

Operating cash flows for operating leases

 

$

15,165

 

 

 

15,003

 

 

 

14,815

 

95

REGENCY CENTERS CORPORATION AND REGENCY CENTERS, L.P.

Notes to Consolidated Financial Statements

December 31, 2021




The following table summarizes the undiscounted future cash flows by year attributable to the operating lease liabilities for ground and office leases as of December 31, 2021, and provides a reconciliation to the Lease liability included in the accompanying Consolidated Balance Sheets:

(in thousands)

 

Lease Liabilities

 

For the year ended December 31,

 

Ground Leases

 

 

Office Leases

 

 

Total

 

2022

 

$

10,562

 

 

 

4,002

 

 

 

14,564

 

2023

 

 

10,775

 

 

 

3,323

 

 

 

14,098

 

2024

 

 

10,824

 

 

 

2,732

 

 

 

13,556

 

2025

 

 

10,827

 

 

 

2,561

 

 

 

13,388

 

2026

 

 

10,748

 

 

 

2,388

 

 

 

13,136

 

Thereafter

 

 

527,860

 

 

 

1,576

 

 

 

529,436

 

Total undiscounted lease liabilities

 

$

581,596

 

 

 

16,582

 

 

 

598,178

 

Present value discount

 

 

(381,062

)

 

 

(1,328

)

 

 

(382,390

)

Lease liabilities

 

$

200,534

 

 

 

15,254

 

 

 

215,788

 

Weighted average discount rate

 

 

5.2

%

 

 

3.4

%

 

 

 

Weighted average remaining term (in years)

 

 

47.7

 

 

 

4.8

 

 

 

 


7.

8. Income Taxes

The Company has elected to be taxed as a REIT under the applicable provisions of the Internal Revenue Code with certain of its subsidiaries treated as TRStaxable REIT subsidiary (“TRS”) entities, which are subject to federal and state income taxes.

The following table summarizes the tax status of dividends paid on our common shares:

 

 

Year ended December 31,

(in thousands)

 

2021

 

2020

 

2019

Dividend per share

 

$2.53

(1)

2.19

 

2.34

Ordinary income

 

92%

 

100%

 

97%

Capital gain (2)

 

8%

 

0%

 

3%

 

 

 

 

 

 

 

Additional tax status information:

 

 

 

 

 

 

Qualified dividend income

 

1%

 

0%

 

0%

Section 199A dividend

 

91%

 

100%

 

97%

Section 897 ordinary dividends

 

2%

 

0%

 

0%

Section 897 capital gains

 

4%

 

0%

 

0%

(1)
During 2021, the Company declared four quarterly dividends, the last of which was paid on January 5, 2022, with a portion allocated to the 2021 dividend period, and the balance allocated to 2022.
 Year ended December 31,
(in thousands)2018 2017 2016
Dividend per share$2.22 2.10 2.00
Ordinary income98% 86% 53%
Capital gain—% 10% 8%
Return of capital—% 4% 39%
Qualified dividend income2% —% —%
Section 199A dividend98% —% —%
(2)
Of the total capital gain distribution during 2021, 42% is excluded under Reg. 1.1061-4(b)(7). The remaining 58% is a Three Year Amount under Reg. 1.1061-6(c).


Our consolidated expense (benefit) for income taxes for the years ended December 31, 2018, 2017,2021, 2020, and 20162019 was as follows:

 

 

Year ended December 31,

(in thousands)

 

2021

 

2020

 

2019

Income tax expense (benefit):

 

 

 

 

 

 

Current

 

$620

 

2,157

 

1,576

Deferred

 

421

 

                (891)

 

                (331)

Total income tax expense (benefit) (1)

 

$1,041

 

1,266

 

1,245


(1)
Includes $943,000, $(355,000) and $757,000 of tax expense (benefit) presented within Other operating expenses during the years ended December 31, 2021, 2020, and 2019, respectively. Additionally, $1.6 million, and $488,000 of tax expense is presented within Gain on sale of real estate (or Provision for impairment), net of tax, during the years ended December 31, 2020, and 2019, respectively.

96

REGENCY CENTERS CORPORATION AND REGENCY CENTERS, L.P.

Notes to Consolidated Financial Statements

December 31, 2021

 Year ended December 31,
(in thousands)2018 2017 2016
Income tax expense (benefit):     
Current$5,667
 1,168
 (153)
Deferred(5,145) (10,815) —
Total income tax expense (benefit) (1)
$522
 (9,647) (153)
      
(1) Includes $706,000 and $90,000 of tax expense presented within Other operating expenses during the year ended December 31, 2018 and 2017, respectively. Additionally, $184,000 and $153,000 of tax benefit is presented within Gain on sale of real estate (or Provision for impairment), net of tax, during the years ended December 31, 2018 and 2016, respectively.

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

 

 

Year ended December 31,

(in thousands)

 

2021

 

2020

 

2019

Computed expected tax expense (benefit)

 

$544

 

             (3,665)

 

1,587

State income tax, net of federal benefit

 

477

 

                (593)

 

650

Valuation allowance

 

15

 

1,043

 

                  (91)

Permanent items

 

1

 

5,079

 

                (819)

All other items

 

4

 

                (598)

 

                  (82)

Total income tax expense (1)

 

1,041

 

1,266

 

1,245

Income tax expense attributable to operations (1)

 

$1,041

 

1,266

 

1,245

(1)
 Year ended December 31,
(in thousands)2018 2017 2016
Computed expected tax expense (benefit)$(584) 1,190
 933
State income tax, net of federal benefit636
 108
 56
Valuation allowance(392) (1,512) (1,239)
Tax rate change—
 (9,737) —
Permanent items1,067
 —
 —
All other items(205) 304
 97
Total income tax expense (benefit) (1)
522
 (9,647) (153)
Income tax expense (benefit) attributable to operations (1)
$522
 (9,647) (153)
(1) Includes $706,000 and $90,000 of tax expense presented within Other operating expenses during the year ended December 31, 2018 and 2017, respectively. Additionally, $184,000 and $153,000 of tax benefit is presented within Gain on sale of real estate (or Provision for impairment), net of tax, during the years ended December 31, 2018 and 2016, respectively.

REGENCY CENTERS CORPORATION AND REGENCY CENTERS, L.P.
Notes to Consolidated Financial Statements
Includes $943,000, $(355,000), and $757,000 of tax expense (benefit) presented within Other operating expenses during the years ended December 31, 20182021, 2020, and 2019, respectively. Additionally, $1.6 million, and $488,000 of tax expense is presented within Gain on sale of real estate (or Provision for impairment), net of tax, during the years ended December 31, 2020 and 2019, respectively.




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)

 

2021

 

 

2020

 

Deferred tax assets

 

 

 

 

 

 

Provision for impairment

 

$

0

 

 

 

508

 

Fixed assets

 

 

1,039

 

 

 

1,077

 

Net operating loss carryforward

 

 

0

 

 

 

109

 

Other

 

 

1,379

 

 

 

771

 

Deferred tax assets

 

 

2,418

 

 

 

2,465

 

Valuation allowance

 

 

(2,418

)

 

 

(2,465

)

Deferred tax assets, net

 

$

0

 

 

 

0

 

Deferred tax liabilities

 

 

 

 

 

 

Straight line rent

 

$

0

 

 

 

(88

)

Fixed assets

 

 

(13,004

)

 

 

(12,943

)

Other

 

 

(340

)

 

 

0

 

Deferred tax liabilities

 

 

(13,344

)

 

 

(13,031

)

Net deferred tax liabilities

 

$

(13,344

)

 

 

(13,031

)

 December 31,
(in thousands)2018 2017
Deferred tax assets   
Provision for impairment3,785
 3,785
Deferred interest expense2,617
 2,754
Capitalized costs under Section 263A713
 729
Net operating loss carryforward166
 373
Other2,123
 2,297
Deferred tax assets9,404
 9,938
Valuation allowance(7,907) (8,300)
Deferred tax assets, net1,497
 1,638
Deferred tax liabilities   
Straight line rent(565) (528)
Fixed assets(14,829) (19,757)
Other—
 (7)
Deferred tax liabilities(15,394) (20,292)
Net deferred tax liabilities$(13,897) (18,654)

The net deferred tax liability decreased during 2018 primarily due to the sale of properties at the TRS entities. 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, 2018, the minimal projected future taxable income and unpredictable nature of potential property sales with built in losses support the conclusion thatbelieves it is still more likely than not that some of the remaining deferred tax assets will not be realized.


8.Notes Payable and Unsecured Credit Facilities
The Company’s outstanding debt consists of the following:
 Maturing ThroughWeighted Average Contractual RateWeighted Average Effective Rate December 31,
(in thousands) 2018 2017
Notes payable:       
Fixed rate mortgage loans10/1/20364.8%4.3% $403,306
 520,193
Variable rate mortgage loans (1)
6/2/20273.5%3.7% 127,850
 125,866
Fixed rate unsecured public and private debt2/1/20474.0%4.4% 2,475,322
 2,325,656
Total notes payable    $3,006,478
 2,971,715
Unsecured credit facilities:       
Line of Credit (2)
3/23/20223.4%3.5% 145,000
 60,000
Term Loans1/5/20222.4%2.5% 563,734
 563,262
Total unsecured credit facilities    $708,734
 623,262
Total debt outstanding    $3,715,212
 3,594,977
        
(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%.
(2) Maturity is subject to two six month extensions as the Company's option. The weighted average contractual and effective interest rates for the Line are calculated based on a fully drawn Line balance.
realized unless tax planning strategies are implemented.

97

REGENCY CENTERS CORPORATION AND REGENCY CENTERS, L.P.

Notes to Consolidated Financial Statements

December 31, 2018

2021





9.
Notes Payable and Unsecured Credit Facilities

The Company’s outstanding debt, net of unamortized debt premium (discount) and debt issuance costs, consisted of the following:

 

 

Maturing
Through

 

Weighted
Average
Contractual
Rate

 

Weighted
Average
Effective
Rate

 

December 31,

 

(in thousands)

 

 

 

 

 

 

 

2021

 

 

2020

 

Notes payable:

 

 

 

 

 

 

 

 

 

 

 

 

Fixed rate mortgage loans

 

3/1/2032

 

4.0%

 

3.8%

 

$

359,414

 

 

$

272,750

 

Variable rate mortgage loans (1)

 

6/2/2027

 

3.2%

 

3.3%

 

 

115,539

 

 

 

146,046

 

Fixed rate unsecured debt

 

3/15/2049

 

3.8%

 

4.0%

 

 

3,243,991

 

 

 

3,239,609

 

Total notes payable

 

 

 

 

 

 

 

$

3,718,944

 

 

 

3,658,405

 

Unsecured credit facilities:

 

 

 

 

 

 

 

 

 

 

 

 

Line of Credit (2)

 

3/23/2025

 

1.0%

 

1.3%

 

$

—

 

 

$

—

 

Term Loan (3)

 

 

 

2.0%

 

2.1%

 

 

—

 

 

 

264,679

 

Total debt outstanding

 

 

 

 

 

 

 

$

3,718,944

 

 

 

3,923,084

 

(1)
Consists of five mortgages with interest rates that vary on LIBOR based formulas. Four of these variable rate loans have interest rate swaps in place to mitigate the interest rate fluctuation risk. The effective fixed rates of the loans range from 2.5% to 4.1%.
(2)
Weighted average effective rate for the Line is calculated based on a fully drawn Line balance.
(3)
Weighted average contractual and effective rates for the Term Loan are as of December 31, 2020, as the entire balance was repaid during January 2021.

Notes Payable

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

The Company is required to comply with certain financial covenants for its unsecured public debt as defined in the indenture agreements such as the following ratios: Consolidated Debt to Consolidated Assets, Consolidated Secured Debt to Consolidated Assets, Consolidated Income for Debt Service to Consolidated Debt Service, and Unencumbered Consolidated Assets to Unsecured Consolidated Debt. As of December 31, 2018,2021, management of the Company believes it is in compliance with all financial covenants for its unsecured public debt.

Unsecured Credit Facilities

During January 2021, the Company repaid in full the $265 million Term Loan, and settled its related interest rate swap, as discussed in note 10.

The Company has an unsecured line of credit commitment (the "Line"“Line”) and unsecured term loans (the "Term Loans") under separate credit agreements with a syndicate of banks.

The At December 31, 2021, the Line hashad a borrowing capacity of $1.25 billion, which is reduced by the balance of outstanding borrowings and commitments under outstandingfrom issued letters of credit. The Line bears interest at a variable rate of LIBOR plus 0.875% and is subject to a commitment fee of 0.15%, both of which are based on the Company's corporate credit rating.
The Term Loans bear interest at a variable rate based on LIBOR plus 0.95% and have interest rate swaps in place to fix the interest, as discussed further in note 9.

The Company is required to comply with certain financial covenants as defined in the Line and Term Loan credit agreements,agreement, such as Ratio of Indebtedness to Total Asset Value ("TAV"(“TAV”), Ratio of Unsecured Indebtedness to Unencumbered Asset Value, Ratio of Adjusted EBITDA to Fixed Charges, Ratio of Secured Indebtedness to TAV, Ratio of Unencumbered Net Operating Income to Unsecured Interest Expense, and other covenants customary with this type of unsecured financing. As of December 31, 2018, management of2021, the Company believes it is in compliance with all financial covenants for the Line and Term Loans.

Line.

98

REGENCY CENTERS CORPORATION AND REGENCY CENTERS, L.P.

Notes to Consolidated Financial Statements

December 31, 2021

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

(in thousands)

 

December 31, 2021

 

Scheduled Principal Payments and Maturities by Year:

 

Scheduled
Principal
Payments

 

 

Mortgage
Loan
Maturities

 

 

Unsecured
Maturities (1)

 

 

Total

 

2022

 

$

11,389

 

 

$

5,848

 

 

$

—

 

 

 

17,237

 

2023

 

 

9,695

 

 

 

64,376

 

 

 

—

 

 

 

74,071

 

2024

 

 

4,849

 

 

 

90,742

 

 

 

250,000

 

 

 

345,591

 

2025

 

 

3,732

 

 

 

40,000

 

 

 

250,000

 

 

 

293,732

 

2026

 

 

3,922

 

 

 

88,000

 

 

 

200,000

 

 

 

291,922

 

Beyond 5 Years

 

 

6,661

 

 

 

138,234

 

 

 

2,575,000

 

 

 

2,719,895

 

Unamortized debt premium/(discount) and issuance costs

 

 

—

 

 

 

7,505

 

 

 

(31,009

)

 

 

(23,504

)

Total notes payable

 

$

40,248

 

 

 

434,705

 

 

 

3,243,991

 

 

 

3,718,944

 

(1)
Includes unsecured public and private debt and unsecured credit facilities.
(in thousands)December 31, 2018
Scheduled Principal Payments and Maturities by Year:Scheduled
Principal
Payments		 Mortgage
Loan Maturities		 
Unsecured
Maturities (1)
 Total
2019$9,518
 13,216
 —
 22,734
202011,287
 78,580
 300,000
 389,867
202111,599
 77,060
 250,000
 338,659
202211,798
 5,848
 710,000
 727,646
202310,043
 59,375
 —
 69,418
Beyond 5 Years27,013
 209,845
 1,950,000
 2,186,858
Unamortized debt premium/(discount) and issuance costs—
 5,974
 (25,944) (19,970)
Total notes payable$81,258
 449,898
 3,184,056
 3,715,212
        
(1) Includes unsecured public and private debt and unsecured credit facilities.

The Company has $13.2$5.8 million of debt maturing over the next twelve months, which is in the form of a non-recourse mortgage loan. The Company currently intends to payoffrepay the maturing balance and leave the property unencumbered. The Company has sufficient capacity on its Line to repay the maturing debt, if necessary.

REGENCY CENTERS CORPORATION AND REGENCY CENTERS, L.P.10.
Derivative Financial Instruments
Notes

The Company may use derivative financial instruments, including interest rate swaps, caps, options, floors, and other interest rate derivative contracts, to Consolidated Financial Statements

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

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

December 31, 2018




9.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

 

 

2021

 

 

2020

 

8/1/16

 

1/5/22 (2)

 

$

265,000

 

 

1 Month LIBOR with Floor

 

 

1.053

%

 

$

—

 

 

 

(2,472

)

4/7/16

 

4/1/23

 

 

19,029

 

 

1 Month LIBOR

 

 

1.303

%

 

 

(175

)

 

 

(494

)

12/1/16

 

11/1/23

 

 

31,763

 

 

1 Month LIBOR

 

 

1.490

%

 

 

(412

)

 

 

(1,181

)

9/17/19

 

3/17/25

 

 

24,000

 

 

1 Month LIBOR

 

 

1.542

%

 

 

(364

)

 

 

(1,288

)

6/2/17

 

6/2/27

 

 

36,019

 

 

1 Month LIBOR with Floor

 

 

2.366

%

 

 

(1,907

)

 

 

(3,856

)

Total derivative financial instruments

 

 

 

 

 

 

 

$

(2,858

)

 

 

(9,291

)

(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.
          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 2018 2017
12/6/18 6/28/19 $250,000
 30 year U.S. Treasury 3.147% $(5,491) —
4/3/17 12/2/20 300,000
 1 Month LIBOR with Floor 1.824% 3,759
 1,804
8/1/16 1/5/22 265,000
 1 Month LIBOR with Floor 1.053% 10,838
 10,744
4/7/16 4/1/23 20,000
 1 Month LIBOR 1.303% 880
 801
12/1/16 11/1/23 33,000
 1 Month LIBOR 1.490% 1,376
 1,166
6/2/17 6/2/27 37,500
 1 Month LIBOR with Floor 2.366% 629
 (177)
Total derivative financial instruments $11,991
 14,338
             
(1) Derivatives in an asset position are included within Other assets in the accompanying Consolidated Balance Sheets, while those in a liability position are included within Accounts payable and other liabilities.
(2)
In January 2021, the Company cash settled before maturity $265 million of notional interest rate swaps in connection with its repayment of the Term Loan.

These derivative financial instruments are all interest rate swaps, which are designated and qualify as cash flow hedges. The Company does not use derivatives for trading or speculative purposes and, as of December 31, 2018,2021, does not have any derivatives that are not designated as hedges. The Company has master netting agreements; however, the Company generally does not have multiple derivatives subject

99

REGENCY CENTERS CORPORATION AND REGENCY CENTERS, L.P.

Notes to a single master netting agreement with the same counterparties and none are offset in the accompanying Consolidated Balance Sheets.

Financial Statements

December 31, 2021

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

The following table represents the effect of the derivative financial instruments on the accompanying consolidated financial statements:

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

 

 

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

 

 

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

 

 

 

Year ended December 31,

 

 

 

 

Year ended December 31,

 

 

 

 

Year ended December 31,

 

(in thousands)

 

2021

 

 

2020

 

 

2019

 

 

 

 

2021

 

 

2020

 

 

2019

 

 

 

 

2021

 

 

2020

 

 

2019

 

Interest
rate swaps

 

$

5,391

 

 

 

(19,187

)

 

 

(15,585

)

 

Interest
expense, net

 

$

4,141

 

 

 

8,790

 

 

 

3,269

 

 

Interest
expense, net

 

$

145,170

 

 

 

156,678

 

 

 

151,264

 

 

 

 

 

 

 

 

 

 

 

 

Early extinguishment of debt (1)

 

$

—

 

 

 

2,472

 

 

 

—

 

 

Early extinguishment of debt

 

$

—

 

 

 

21,837

 

 

 

11,982

 

(1)
Location and Amount of Gain (Loss) Recognized in OCI on Derivative Location and Amount of Gain (Loss) Reclassified from AOCI into Income Total amounts presented in the Consolidated Statements of Operations in which the effects of cash flow hedges are recorded
 Year ended December 31,   Year ended December 31,   Year ended December 31,
(in thousands)2018 2017 2016   2018 2017 2016   2018 2017 2016
Interest rate swaps$402
 1,151
 10,613
 Interest expense $(5,342) (11,103) (10,553) Interest expense, net $(148,456) (132,629) (90,712)
Interest rate swaps$—
 —
 (20,945) 
Loss on derivative instruments (1)
 $—
 —
 (40,586) 
Loss on derivative instruments (1)
 $—
 —
 40,586
(1)  During 2016, the Company completed an equity offering, rather than its previously expected issuance of new fixed rate debt, to fund the repayment of maturing debt and to settle the forward starting swaps entered in contemplation of the previously anticipated new debt transaction. 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 income to earnings during 2016.
REGENCY CENTERS CORPORATION AND REGENCY CENTERS, L.P.
Notes to Consolidated Financial Statements
At December 31, 2018



2020, based on intent to repay the Term Loan in January 2021, the Company recognized the Accumulated other comprehensive loss for the Term Loan swap in earnings within Early extinguishment of debt.

As of December 31, 2018,2021, the Company expects $867,000approximately $3.0 million of net deferredaccumulated comprehensive losses on derivative instruments in AOCI, including the Company's share from its Investments in real estate partnerships, to be reclassified into earnings during the next 12 months. Included in the reclass is $7.4 million which is related to previously settled swaps on the Company's ten year fixed rate unsecured debt.

11.
Fair Value Measurements
10.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,

 

 

 

2021

 

 

2020

 

(in thousands)

 

Carrying
Amount

 

 

Fair Value

 

 

Carrying
Amount

 

 

Fair Value

 

Financial liabilities:

 

 

 

 

 

 

 

 

 

 

 

 

Notes payable

 

$

3,718,944

 

 

 

4,103,533

 

 

$

3,658,405

 

 

 

4,102,382

 

Unsecured credit facilities

 

$

—

 

 

 

—

 

 

$

264,679

 

 

 

265,226

 

 December 31,
 2018 2017
(in thousands)Carrying Amount Fair Value Carrying Amount Fair Value
Financial assets:       
Notes receivable (1)
$—
 —
 $15,803
 15,660
Financial liabilities:       
Notes payable$3,006,478
 2,961,769
 $2,971,715
 3,058,044
Unsecured credit facilities$708,734
 710,902
 $623,262
 625,000
        
(1)  Notes receivable are included in Tenant and other receivables, net on the Consolidated Balance Sheets.

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, 20182021 and 2017.2020, respectively. These fair value measurements maximize the use of observable inputs.inputs which are classified within Level 2 of the fair value hierarchy. However, in situations where there is little, if any, market activity for the asset or liability at the measurement date, the fair value measurement reflects the Company's own judgments about the assumptions that market participants would use in pricing the asset or liability.

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

(b)
Fair Value Measurements

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

Securities

The Company has investments in marketable securities that are included within otherOther assets on the accompanying Consolidated Balance Sheets. The fair value of the securities was determined using quoted prices in active markets, which

100

REGENCY CENTERS CORPORATION AND REGENCY CENTERS, L.P.

Notes to Consolidated Financial Statements

December 31, 2021

are considered Level 1 inputs of the fair value hierarchy. Changes in the value of securities are recorded within Net investment loss (income)income in the accompanying Consolidated Statements of Operations, and includes unrealized losses (gains)gains of $3,314, ($1,136),$1.7 million, $3.0 million, and ($773)$3.8 million for the years ended December 31, 2018, 2017,2021, 2020, and 2016,2019, respectively.

Available-for-Sale Debt Securities

Available-for-sale debt securities consist of investments in certificates of deposit and corporate bonds, and are recorded at fair value using matrix pricing methods to estimate fair value, which are considered Level 2 inputs of the fair value hierarchy. Unrealized gains or losses on these debt securities are recognized through other comprehensive income.

REGENCY CENTERS CORPORATION AND REGENCY CENTERS, L.P.
Notes to Consolidated Financial Statements
December 31, 2018




Interest Rate Derivatives

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

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

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

 

 

Fair Value Measurements as of December 31, 2021

 

(in thousands)

 

Balance

 

 

Quoted Prices in Active Markets for Identical Assets
(Level 1)

 

 

Significant Other Observable Inputs
(Level 2)

 

 

Significant Unobservable Inputs
(Level 3)

 

Assets:

 

 

 

 

 

 

 

 

 

 

 

 

Securities

 

$

49,513

 

 

 

49,513

 

 

 

—

 

 

 

—

 

Available-for-sale debt securities

 

 

15,599

 

 

 

—

 

 

 

15,599

 

 

 

—

 

Total

 

$

65,112

 

 

 

49,513

 

 

 

15,599

 

 

 

—

 

Liabilities:

 

 

 

 

 

 

 

 

 

 

 

 

Interest rate derivatives

 

$

(2,858

)

 

 

—

 

 

 

(2,858

)

 

 

—

 

 

 

Fair Value Measurements as of December 31, 2020

 

(in thousands)

 

Balance

 

 

Quoted Prices in Active Markets for Identical Assets
(Level 1)

 

 

Significant Other Observable Inputs
(Level 2)

 

 

Significant Unobservable Inputs
(Level 3)

 

Assets:

 

 

 

 

 

 

 

 

 

 

 

 

Securities

 

$

44,986

 

 

 

44,986

 

 

 

—

 

 

 

—

 

Available-for-sale debt securities

 

 

15,706

 

 

 

—

 

 

 

15,706

 

 

 

—

 

Total

 

$

60,692

 

 

 

44,986

 

 

 

15,706

 

 

 

—

 

Liabilities:

 

 

 

 

 

 

 

 

 

 

 

 

Interest rate derivatives

 

$

(9,291

)

 

 

—

 

 

 

(9,291

)

 

 

—

 

 Fair Value Measurements as of December 31, 2018
   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:       
Securities$33,354
 33,354
 —
 —
Available-for-sale debt securities7,933
 —
 7,933
 —
Interest rate derivatives17,482
 —
 17,482
 —
Total$58,769
 33,354
 25,415
 —
Liabilities:       
Interest rate derivatives$(5,491) —
 (5,491) —
 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:       
Securities$31,662
 31,662
 —
 —
Available-for-sale debt securities9,974
 —
 9,974
 —
Interest rate derivatives14,515
 —
 14,515
 —
Total$56,151
 31,662
 24,489
 —
Liabilities:       
Interest rate derivatives$(177) —
 (177) —

101

REGENCY CENTERS CORPORATION AND REGENCY CENTERS, L.P.

Notes to Consolidated Financial Statements

December 31, 2018

2021





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

 

 

Fair Value Measurements as of December 31, 2021

 

(in thousands)

 

Balance

 

 

Quoted Prices in Active Markets for Identical Assets
(Level 1)

 

 

Significant Other Observable Inputs
(Level 2)

 

 

Significant Unobservable Inputs
(Level 3)

 

 

Total Gains (Losses)

 

Operating properties

 

$

140,500

 

 

 

—

 

 

 

—

 

 

 

140,500

 

 

 

(84,277

)

 

 

Fair Value Measurements as of December 31, 2020

 

(in thousands)

 

Balance

 

 

Quoted Prices in Active Markets for Identical Assets
(Level 1)

 

 

Significant Other Observable Inputs
(Level 2)

 

 

Significant Unobservable Inputs
(Level 3)

 

 

Total Gains (Losses)

 

Operating properties

 

$

25,000

 

 

 

—

 

 

 

25,000

 

 

 

—

 

 

 

(17,532

)

 Fair Value Measurements as of December 31, 2018  
   Quoted Prices in Active Markets for Identical Assets Significant Other Observable Inputs Significant Unobservable Inputs Total Gains
(in thousands)Balance (Level 1) (Level 2) (Level 3) (Losses)
Properties held for sale42,760
 —
 42,760
 —
 (6,579)

During the year ended December 31, 2018,2021, the Company recognizedrecorded a $38.4 million provision for impairment net of tax, which included $31.8$84.3 million on real estate sold orthe Potrero shopping centers (200 Potrero and Potrero Center) which are classified as held and used and $6.6were impaired to estimated fair value due to a change in expected hold period. The estimated fair value was derived using a discounted cash flow model. The discount rate of 7.2% and terminal capitalization rate of 5.25% used in the discounted cash flow model are considered significant unobservable inputs and assumptions used in estimating the fair value, which is considered a Level 3 input per the fair value hierarchy.

During the year ended December 31, 2020, the Company recorded a provision for impairment of $17.5 million on the above three propertiesone operating property which is classified as held and used. The property was impaired as a result of limited visibility for sale.replacement prospects for this property. The impairment of the real estate assets2020 fair value was determined based on third-party offers for the expected selling price as compared toproperty and is reflected in the Company's carrying value of its investment.

There were no assets measured atabove Level 2 fair value on a nonrecurring basis as of December 31, 2017.hierarchy.


12.
Equity and Capital
11.Equity and Capital

Common Stock of the Parent Company

Dividends Declared

On February 9, 2022, our Board of Directors declared a common stock dividend of $0.625 per share, payable on April 5,

2022, to shareholders of record as of March 15, 2022.

At the Market ("ATM"(“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. There

During May and June 2021, the Company entered into forward sale agreements under its ATM program through which the Company intends to issue 2,316,760 shares of its common stock at a weighted average offering price of $64.59 before any underwriting discount and offering expenses.

During September 2021, the Company settled 2 of its forward sale agreements and issued 1,332,142 shares at a weighted average offering price of $63.71 before underwriting discount and offering expenses. Net proceeds received at settlement were noapproximately $82.5 million, after approximately $1.1 million in underwriting discount and offering expenses, and were used to fund acquisitions of operating properties.

The remaining unsettled shares issued under the ATM equity program duringforward sale agreements must be settled within one year of their trade dates, which vary by agreement, and range from June 6, 2022, to June 11, 2022. Proceeds from the years ended issuance of the remaining shares under outstanding forward sale agreements are expected to be approximately $65 million, before any underwriting discount and offering expenses, and are expected to be used to fund new investments which may include acquisitions of operating properties, fund developments and redevelopments, or for general corporate purposes.

102

REGENCY CENTERS CORPORATION AND REGENCY CENTERS, L.P.

Notes to Consolidated Financial Statements

December 31, 2018 or 2017. 2021

As of December 31, 2018, all $500.02021, $350.4 million of common stock remained available for issuance under this ATM equity program.

Share Repurchase Program

On February 7, 2018,3, 2021, the Company'sCompany’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, if not retired, will be retired.treated as treasury shares. Under the current authorization, the program is set to expire on February 3, 2023, but may be modified or terminated at any time at the discretion of the Board. The timing and actual numbernumbers of shares purchased under the program depend upon marketplace conditions, liquidity needs, and other factors. The program remains subject to the discretion of the Board. Through the date of filing, the Company has repurchased $246.5 million of shares. The program was scheduled to expire on February 6, 2020; however, the program was closed upon the authorization by the Company's Board of a new share repurchase program, as further discussed below.

Share Repurchase Program - Subsequent Event
On February 5, 2019, the Company's Board authorized a new common share repurchase program under which the Company, may purchase, from time to time, up to a maximum of $250 million of shares of its outstanding common stock through open market purchases and/or in privately negotiated transactions. Any shares purchased will be retired. The program is set to expire on February 4, 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.
Transfer of Listing
On October 25, 2018, the Company's Board approved the transfer of the Company's common stock from listing on NYSE to NASDAQ. The last day of trading on the NYSE was November 12, 2018. The Company's common stock commenced trading on NASDAQ on November 13, 2018, and continues to trade under the stock symbol "REG".
REGENCY CENTERS CORPORATION AND REGENCY CENTERS, L.P.
Notes to Consolidated Financial Statements
December 31, 2018




2021, 0 shares have been repurchased under this program.

Common Units of the Operating Partnership

Common units wereof the operating partnership are issued to or redeemed fromand retired for each of the shares of Parent Company in relation to the Parent Company's issuance or repurchase of common stock issued or repurchased and retired, as discusseddescribed above.

During the year ended December 31, 2021, 5,000 Partnership Units were converted to Parent Company common stock.

General Partners

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

 

 

December 31,

 

(in thousands)

 

2021

 

 

2020

 

Partnership units owned by the general partner

 

 

171,213

 

 

 

169,680

 

Partnership units owned by the limited partners

 

 

760

 

 

 

765

 

Total partnership units outstanding

 

 

171,973

 

 

 

170,445

 

Percentage of partnership units owned by the general partner

 

 

99.6

%

 

 

99.6

%

13.
Stock-Based Compensation
  December 31,
(in thousands) 2018 2017
Partnership units owned by the general partner 167,904
 171,365
Partnership units owned by the limited partners 350
 350
Total partnership units outstanding 168,254
 171,715
Percentage of partnership units owned by the general partner 99.8% 99.8%
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, 2015$(58,650) (43) (58,693) (785) —
 (785) (59,478)
Other comprehensive income before reclassifications(10,587) 24
 (10,563) 255
 —
 255
 (10,308)
Amounts reclassified from accumulated other comprehensive income50,910
 —
 50,910
 229
 —
 229
 51,139
Current period other comprehensive income, net40,323
 24
 40,347
 484
 —
 484
 40,831
Balance as of December 31, 2016$(18,327) (19) (18,346) (301) —
 (301) (18,647)
Other comprehensive income before reclassifications1,134
 (8) 1,126
 17
 —
 17
 1,143
Amounts reclassified from accumulated other comprehensive income10,931
 —
 10,931
 172
 —
 172
 11,103
Current period other comprehensive income, net12,065
 (8) 12,057
 189
 —
 189
 12,246
Balance as of December 31, 2017$(6,262) (27) (6,289) (112) —
 (112) (6,401)
Opening adjustment due to change in accounting policy (1)
12
 —
 12
 2
 —
 2
 14
Adjusted balance as of January 1, 2018(6,250) (27) (6,277) (110) —
 (110) (6,387)
Other comprehensive income before reclassifications131
 (95) 36
 271
 —
 271
 307
Amounts reclassified from accumulated other comprehensive income5,314
 —
 5,314
 28
 —
 28
 5,342
Current period other comprehensive income, net5,445
 (95) 5,350
 299
 —
 299
 5,649
Balance as of December 31, 2018$(805) (122) (927) 189
 —
 189
 (738)
(1) Upon adoption of ASU 2017-12, the Company recognized the immaterial adjustment to opening retained earnings and AOCI for previously recognized hedge ineffectiveness from off-market hedges, as further discussed in note 1.
REGENCY CENTERS CORPORATION AND REGENCY CENTERS, L.P.
Notes to Consolidated Financial Statements
December 31, 2018




12.Stock-Based Compensation

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

 

 

Year ended December 31,

 

(in thousands)

 

2021

 

 

2020

 

 

2019

 

Restricted stock (1)

 

$

12,651

 

 

 

14,248

 

 

 

16,254

 

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

 

 

530

 

 

 

452

 

 

 

410

 

Capitalized stock-based compensation

 

 

(666

)

 

 

(1,119

)

 

 

(2,325

)

Stock-based compensation, net of capitalization

 

$

12,515

 

 

 

13,581

 

 

 

14,339

 

(1)
Includes amortization of the grant date fair value of restricted stock awards over the respective vesting periods.
 Year ended December 31,
(in thousands)2018 2017 2016
Restricted stock (1)
$16,745
 15,525
 13,422
Directors' fees paid in common stock (1)
399
 303
 193
Capitalized stock-based compensation (2)
(3,509) (3,210) (2,963)
Stock based compensation attributable to post-combination service from Equity One merger—
 7,931
 —
Stock-based compensation, net of capitalization$13,635
 20,549
 10,652
 
(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 Incentive Plan (the "Plan"“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 4.15.0 million shares in the form of the Parent Company's common stock or stock options. As of December 31, 2018,2021, there were 1.24.3 million shares available for grant under the Plan either through stock options or restricted stock.

stock awards.

Restricted Stock Awards

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

103

REGENCY CENTERS CORPORATION AND REGENCY CENTERS, L.P.

Notes to Consolidated Financial Statements

December 31, 2021

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.

REGENCY CENTERS CORPORATION AND REGENCY CENTERS, L.P.
Notes to Consolidated Financial Statements
December 31, 2018




The following table summarizes non-vested restricted stock activity:

 

 

Year ended December 31, 2021

 

 

 

Number of Shares

 

 

Intrinsic Value (in thousands)

 

 

Weighted Average Grant Price

 

Non-vested as of December 31, 2020

 

 

618,935

 

 

 

 

 

 

 

Time-based awards granted  (1) (4)

 

 

196,453

 

 

 

 

 

$

49.33

 

Performance-based awards granted (2) (4)

 

 

25,627

 

 

 

 

 

$

47.68

 

Market-based awards granted (3) (4)

 

 

146,136

 

 

 

 

 

$

42.63

 

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

 

 

(15,513

)

 

 

 

 

$

47.18

 

Vested (5)

 

 

(223,158

)

 

 

 

 

$

49.02

 

Forfeited

 

 

(56,618

)

 

 

 

 

$

61.16

 

Non-vested as of December 31, 2021 (6)

 

 

691,862

 

 

$

51,744

 

 

 

 

(1)
Time-based awards vest beginning on the first anniversary following the grant date over a one or four year service period. These grants are subject only to continued employment and are not dependent on future performance measures. Accordingly, if such vesting criteria are not met, compensation cost previously recognized would be reversed.
  Year ended December 31, 2018
  Number of Shares Intrinsic Value
(in thousands)		 Weighted Average Grant Price
Non-vested as of December 31, 2017 570,077
    
Time-based awards granted (1) (4)
 130,584
   $61.66
Performance-based awards granted (2) (4)
 14,935
   $62.57
Market-based awards granted (3) (4)
 113,126
   $65.74
Change in market-based awards earned for performance (3)
 64,330
   $60.34
Vested (5)
 (287,331)   $60.23
Forfeited (10,550)   $68.65
Non-vested as of December 31, 2018 (6)
 595,171
 $34,925  
        
(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,
   2018 2017 2016
 Volatility 19.20% 18.00% 18.50%
 Risk free interest rate 2.26% 1.48% 0.88%
        
(4)The weighted-average grant price for restricted stock granted during the years is summarized below:
        
   Year ended December 31,
   2018
2017
2016
 Weighted-average grant price for restricted stock $63.50
 $72.05
 $79.40
        
(5) The total intrinsic value of restricted stock vested during the years is summarized below (in thousands):
        
   Year ended December 31,
   2018 2017 2016
 Intrinsic value of restricted stock vested $17,306
 $14,376
 $15,400
        
(6) As of December 31, 2018, there was $13.1 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.
(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,

 

 

 

2021

 

 

2020

 

 

2019

 

Volatility

 

 

42.60

%

 

 

18.50

%

 

 

19.30

%

Risk free interest rate

 

 

0.18

%

 

 

1.30

%

 

 

2.43

%

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

 

 

Year ended December 31,

 

 

 

2021

 

 

2020

 

 

2019

 

Weighted-average grant price for restricted stock

 

$

46.55

 

 

$

64.14

 

 

$

65.11

 

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

 

 

Year ended December 31,

 

 

 

2021

 

 

2020

 

 

2019

 

Intrinsic value of restricted stock vested

 

$

10,939

 

 

$

14,423

 

 

$

17,684

 

(6)
As of December 31, 2021, there was $13.9 million of unrecognized compensation cost related to non-vested restricted stock granted under the Parent Company's Plan. When recognized, this compensation results in additional paid in capital in the accompanying Consolidated Statements of Equity of the Parent Company and in general partner preferred and common units in the accompanying Consolidated Statements of Capital of the Operating Partnership. This unrecognized compensation cost is expected to be recognized over the next three years. The Company issues new restricted stock from its authorized shares available at the date of grant.

104

REGENCY CENTERS CORPORATION AND REGENCY CENTERS, L.P.

Notes to Consolidated Financial Statements

December 31, 2018

2021



14.

Saving and Retirement Plans

13.Saving and Retirement Plans

401(k) Retirement Plan

The Company maintains a 401(k) retirement plan covering substantially all employees and permits participants to defer eligible compensation up to the maximum allowable amount determined by the IRS. This deferred compensation, together with Company matching contributions equal to 100% of employee deferrals up to a maximum of $5,000 of their eligible compensation, is fully vested and funded as of December 31, 2018.2021. Additionally, an annual profit sharing contribution may be made, which vests over a three year period. Costs for Company contributions to the plan totaled $3.9 million, $4.1 million, $3.5 million, and $3.3$3.5 million for the years ended December 31, 2018, 2017,2021, 2020, and 2016,2019, respectively.

Non-Qualified Deferred Compensation Plan

(“NQDCP”)

The Company maintains a non-qualified deferred compensation plan (“NQDCP”),NQDCP which allows select employees and directors to defer part or all of their cash bonus, director fees, and vested restricted stock awards. All contributions into the participants' accounts are fully vested upon contribution to the NQDCP and are deposited in a Rabbi trust.

The following table reflects the balances of the assets and deferred compensation liabilities of the Rabbi trust and related participant account obligations in the accompanying Consolidated Balance Sheets:Sheets, excluding Regency stock:

 

 

Year ended December 31,

 

 

 

(in thousands)

 

2021

 

 

2020

 

 

Location in Consolidated Balance Sheets

Assets:

 

 

 

 

 

 

 

 

Securities

 

$

44,464

 

 

 

40,964

 

 

Other assets

Liabilities:

 

 

 

 

 

 

 

 

Deferred compensation obligation

 

$

44,388

 

 

 

40,962

 

 

Accounts payable and other liabilities

Non Qualified Deferred Compensation Plan Component (1)
Year ended December 31,
(in thousands)2018 2017
Assets:   
Trading securities held in trust (2)
$31,351
 31,662
Liabilities:   
Accounts payable and other liabilities$31,166
 31,383
    
(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 securities held in the NQDCP are recognized within Net investment income in the accompanying Consolidated Statements of Operations. Changes in participant obligations, which is based on changes in the value of their investment elections, is recognized within General and administrative expenses within the accompanying Consolidated Statements of Operations.

Investments in shares of the Company's common stock are included, at cost, as treasuryTreasury stock in the accompanying Consolidated Balance Sheets of the Parent Company and as a reduction of generalGeneral 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
Additional paid in capital in the accompanying Consolidated Balance Sheets of the Parent Company and as a reduction of generalGeneral 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.

REGENCY CENTERS CORPORATION AND REGENCY CENTERS, L.P.
15.
Notes to Consolidated Financial Statements
December 31, 2018



Earnings per Share and Unit


14.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)

 

2021

 

 

2020

 

 

2019

 

Numerator:

 

 

 

 

 

 

 

 

 

Income attributable to common stockholders - basic

 

$

361,411

 

 

$

44,889

 

 

 

239,430

 

Income attributable to common stockholders - diluted

 

$

361,411

 

 

$

44,889

 

 

 

239,430

 

Denominator:

 

 

 

 

 

 

 

 

 

Weighted average common shares outstanding for basic EPS

 

 

170,236

 

 

 

169,231

 

 

 

167,526

 

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

 

 

170,694

 

 

 

169,460

 

 

 

167,771

 

Income per common share – basic

 

$

2.12

 

 

$

0.27

 

 

 

1.43

 

Income per common share – diluted

 

$

2.12

 

 

$

0.26

 

 

 

1.43

 

(1)
Includes the dilutive impact of unvested restricted stock.
  Year ended December 31, 
(in thousands, except per share data) 2018 2017 2016 
Numerator:       
Income from operations attributable to common stockholders - basic $249,127
 159,949
 143,860
 
Income from operations attributable to common stockholders - diluted $249,127
 159,949
 143,860
 
Denominator:       
Weighted average common shares outstanding for basic EPS 169,724
 159,536
 100,863
 
Weighted average common shares outstanding for diluted EPS (1)
 170,100
 159,960
(2) 
101,285
(2) 
        

       
Income per common share – basic $1.47
 1.00
 1.43
 
Income per common share – diluted $1.46
 1.00
 1.42
 
        
(1) Includes the dilutive impact of unvested restricted stock.
(2)  Using the treasury stock method, weighted average common shares outstanding for basic and diluted earnings per share excludes 1.3 million shares issuable under the forward equity offering outstanding during 2017 and 2016, as they would be anti-dilutive.
(2)
Using the treasury stock method, weighted average common shares outstanding for basic and diluted earnings per share exclude 1.0 million and 1.9 million shares issuable under the forward ATM equity offering outstanding during 2021 and 2019, respectively, as they would be anti-dilutive.

105

REGENCY CENTERS CORPORATION AND REGENCY CENTERS, L.P.

Notes to Consolidated Financial Statements

December 31, 2021

Income allocated to noncontrolling interests of the Operating Partnership has been excluded from the numerator and exchangeable Operating Partnership units have been omitted from the denominator for the purpose of computing diluted earnings per share since the effect of including these amounts in the numerator and denominator would be anti-dilutive. Weighted average exchangeable Operating Partnership units outstanding for the years ended December 31, 2018, 2017,2021, 2020, and 20162019, were 349,902, 295,054,761,955, 765,046, and 154,170464,286, 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)

 

2021

 

 

2020

 

 

2019

 

Numerator:

 

 

 

 

 

 

 

 

 

Income attributable to common unit holders - basic

 

$

363,026

 

 

$

45,092

 

 

 

240,064

 

Income attributable to common unit holders - diluted

 

$

363,026

 

 

$

45,092

 

 

 

240,064

 

Denominator:

 

 

 

 

 

 

 

 

 

Weighted average common units outstanding for basic EPU

 

 

170,998

 

 

 

169,997

 

 

 

167,990

 

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

 

 

171,456

 

 

 

170,225

 

 

 

168,235

 

Income per common unit – basic

 

$

2.12

 

 

$

0.27

 

 

 

1.43

 

Income per common unit – diluted

 

$

2.12

 

 

$

0.26

 

 

 

1.43

 

(1)
Includes the dilutive impact of unvested restricted stock.
  Year ended December 31, 
(in thousands, except per share data) 2018 2017 2016 
Numerator:       
Income from operations attributable to common unit holders - basic $249,652
 160,337
 144,117
 
Income from operations attributable to common unit holders - diluted $249,652
 160,337
 144,117
 
Denominator:       
Weighted average common units outstanding for basic EPU 170,074
 159,831
 101,017
 
Weighted average common units outstanding for diluted EPU (1)
 170,450
 160,255
(2) 
101,439
(2) 
        
Income per common unit – basic $1.47
 1.00
 1.43
 
Income per common unit – diluted $1.46
 1.00
 1.42
 
        
(1) Includes the dilutive impact of unvested restricted stock.
(2)  Using the treasury stock method, weighted average common shares outstanding for basic and diluted earnings per share excludes 1.3 million shares issuable under the forward equity offering outstanding during 2017 and 2016, as they would be anti-dilutive.
(2)

REGENCY CENTERS CORPORATION AND REGENCY CENTERS, L.P.
Notes to Consolidated Financial Statements
December 31, 2018




15.Operating Leases
The Company's properties are leased to tenants under operating leases. Our leasesUsing the treasury stock method, weighted average common shares outstanding 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, 2018, excluding both tenant reimbursements of operating expensesbasic and additional percentage rent based on tenants' sales, are as follows:
In Process Year Ending December 31, Future Minimum Rents (in thousands)
2019 $761,151
2020 693,848
2021 608,587
2022 516,369
2023 414,424
Thereafter 1,691,203
Total $4,685,582
The shopping centers' tenants primarily include nationaldiluted earnings per share exclude 1.0 million 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 18.0% of pro-rata annual base rent. There were no tenants that individually represented more than 5% of the Company's total annualized base rent.
The Company has shopping centers that are subject to non-cancelable, long-term ground leases where a third party owns the underlying land and has leased the land to the Company to construct and/or operate a shopping center. 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 as tenant improvements, included in Other assets in the Consolidated Balance Sheets, and depreciated over the shorter of the useful life of the improvements or the lease term.
Operating lease expense1.9 million shares issuable under the Company's groundforward ATM equity offering outstanding during 2021 and office leases was $19.1 million, $18.4 million,2019, respectively, as they would be anti-dilutive.
16.
Commitments and $13.1 million for the years ended December 31, 2018, 2017, and 2016, respectively. The following table summarizes the future obligations under non-cancelable operating leases as of December 31, 2018:
Contingencies
In Process Year Ending December 31, Future Obligations (in thousands)
2019 $15,077
2020 14,733
2021 13,893
2022 13,151
2023 12,558
Thereafter 467,706
Total $537,118

REGENCY CENTERS CORPORATION AND REGENCY CENTERS, L.P.
Notes to Consolidated Financial Statements
December 31, 2018




16.Commitments and Contingencies

Litigation

The Company is involved in litigation on a number of matters, and is subject to certain claims, whichother disputes that arise in the normalordinary course of business, nonebusiness. While the outcome of which,any particular lawsuit or dispute cannot be predicted with certainty, in the opinion of management, isthe Company's currently pending litigation and disputes are not expected to have a material adverse effect on the Company's consolidated financial position, results of operations, or liquidity. Legal fees are expensed as incurred.

Environmental

The Company is also subject to numerous environmental laws and regulations as they apply to real estate pertaining primarily to chemicals historically used by thecertain current and former dry cleaning industry,tenants, the existence of asbestos in older shopping centers, andolder underground petroleum storage tanks.tanks and other historic land use. 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 theits shopping centers have revealed all potential environmental contaminants or liabilities;contaminants; that its estimate of liabilities will not change as more information becomes available; that any previous owner, occupant or tenant did not create any material environmental condition not known to it;the Company; that the current environmental condition of the shopping centers will not be affected by tenants and occupants, by the condition of nearby properties, or by unrelated third parties; orand that changes in applicable environmental laws and regulations or their interpretation will not result in additional material environmental liability to the Company.

Letters of Credit

The Company has the right to issue letters of credit under the Line up to an amount not to exceed $50.0 million, which reduces the credit availability under the Line. These letters of credit are primarily issued as collateral on behalf of its captive insurance program and to facilitate the construction of development projects. As of both December 31, 20182021 and 2017,2020, the Company had $9.4 million and $9.7 million, respectively, in letters of credit outstanding.

Purchase Commitments
The Company enters purchase and sale agreements to buy or sell real estate assets in the normal course of business, which generally provide limited recourse if either party ends the contract. In addition, at December 31, 2018, the Company has a commitment to purchase up to an additional 90.6% ownership interest in an operating shopping center by December 2019 and currently expects to acquire an additional 25.6% interest by that date.

106

REGENCY CENTERS CORPORATION AND REGENCY CENTERS, L.P.

Notes to

Schedule III - Consolidated Financial Statements

Real Estate and Accumulated Depreciation

December 31, 2018

2021

(in thousands)





17.Summary of Quarterly Financial Data (Unaudited)
The following table summarizes selected Quarterly Financial Data for the Company on a historical basis for the years ended

 

 

Initial Cost

 

 

 

 

 

Total Cost

 

 

 

 

 

Net Cost

 

 

 

 

Shopping Centers (1)

 

Land & Land
Improvements

 

 

Building &
Improvements

 

 

Cost
Capitalized
Subsequent to
Acquisition (2)

 

 

Land & Land
Improvements

 

 

Building &
Improvements

 

 

Total

 

 

Accumulated
Depreciation

 

 

Net of
Accumulated
Depreciation

 

 

Mortgages

 

101 7th Avenue

 

$

48,340

 

 

 

34,895

 

 

 

(57,260

)

 

 

15,378

 

 

 

10,597

 

 

 

25,975

 

 

 

(1,282

)

 

 

24,693

 

 

 

—

 

1175 Third Avenue

 

 

40,560

 

 

 

25,617

 

 

 

1

 

 

 

40,560

 

 

 

25,618

 

 

 

66,178

 

 

 

(3,614

)

 

 

62,564

 

 

 

—

 

1225-1239 Second Ave

 

 

23,033

 

 

 

17,173

 

 

 

(33

)

 

 

23,033

 

 

 

17,140

 

 

 

40,173

 

 

 

(2,578

)

 

 

37,595

 

 

 

—

 

200 Potrero

 

 

4,860

 

 

 

2,251

 

 

 

135

 

 

 

4,860

 

 

 

2,386

 

 

 

7,246

 

 

 

(365

)

 

 

6,881

 

 

 

—

 

22 Crescent Road

 

 

2,198

 

 

 

272

 

 

 

(318

)

 

 

2,152

 

 

 

—

 

 

 

2,152

 

 

 

—

 

 

 

2,152

 

 

 

—

 

4S Commons Town Center

 

 

30,760

 

 

 

35,830

 

 

 

1,384

 

 

 

30,812

 

 

 

37,162

 

 

 

67,974

 

 

 

(28,917

)

 

 

39,057

 

 

 

(82,531

)

6401 Roosevelt

 

 

2,685

 

 

 

934

 

 

 

14

 

 

 

2,685

 

 

 

948

 

 

 

3,633

 

 

 

(60

)

 

 

3,573

 

 

 

—

 

90 - 30 Metropolitan Avenue

 

 

16,614

 

 

 

24,171

 

 

 

141

 

 

 

16,614

 

 

 

24,312

 

 

 

40,926

 

 

 

(3,549

)

 

 

37,377

 

 

 

—

 

91 Danbury Road

 

 

732

 

 

 

851

 

 

 

—

 

 

 

732

 

 

 

851

 

 

 

1,583

 

 

 

(173

)

 

 

1,410

 

 

 

—

 

Alafaya Village

 

 

3,004

 

 

 

5,852

 

 

 

280

 

 

 

3,004

 

 

 

6,132

 

 

 

9,136

 

 

 

(1,029

)

 

 

8,107

 

 

 

—

 

Alden Bridge

 

 

17,014

 

 

 

21,958

 

 

 

161

 

 

 

17,014

 

 

 

22,119

 

 

 

39,133

 

 

 

(431

)

 

 

38,702

 

 

 

(26,000

)

Amerige Heights Town Center

 

 

10,109

 

 

 

11,288

 

 

 

890

 

 

 

10,109

 

 

 

12,178

 

 

 

22,287

 

 

 

(5,971

)

 

 

16,316

 

 

 

—

 

Anastasia Plaza

 

 

9,065

 

 

 

—

 

 

 

813

 

 

 

3,338

 

 

 

6,540

 

 

 

9,878

 

 

 

(3,344

)

 

 

6,534

 

 

 

—

 

Ashford Place

 

 

2,584

 

 

 

9,865

 

 

 

1,304

 

 

 

2,584

 

 

 

11,169

 

 

 

13,753

 

 

 

(8,837

)

 

 

4,916

 

 

 

—

 

Atlantic Village

 

 

4,282

 

 

 

18,827

 

 

 

1,908

 

 

 

4,830

 

 

 

20,187

 

 

 

25,017

 

 

 

(4,238

)

 

 

20,779

 

 

 

—

 

Aventura Shopping Center

 

 

2,751

 

 

 

10,459

 

 

 

10,955

 

 

 

9,486

 

 

 

14,679

 

 

 

24,165

 

 

 

(3,599

)

 

 

20,566

 

 

 

—

 

Aventura Square

 

 

88,098

 

 

 

20,771

 

 

 

1,785

 

 

 

89,657

 

 

 

20,997

 

 

 

110,654

 

 

 

(3,788

)

 

 

106,866

 

 

 

(3,639

)

Balboa Mesa Shopping Center

 

 

23,074

 

 

 

33,838

 

 

 

14,049

 

 

 

27,758

 

 

 

43,203

 

 

 

70,961

 

 

 

(17,856

)

 

 

53,105

 

 

 

—

 

Banco Popular Building

 

 

2,160

 

 

 

1,137

 

 

 

(1,294

)

 

 

2,003

 

 

 

—

 

 

 

2,003

 

 

 

—

 

 

 

2,003

 

 

 

—

 

Belleview Square

 

 

8,132

 

 

 

9,756

 

 

 

3,799

 

 

 

8,323

 

 

 

13,364

 

 

 

21,687

 

 

 

(9,627

)

 

 

12,060

 

 

 

—

 

Belmont Chase

 

 

13,881

 

 

 

17,193

 

 

 

(491

)

 

 

14,372

 

 

 

16,211

 

 

 

30,583

 

 

 

(6,974

)

 

 

23,609

 

 

 

—

 

Berkshire Commons

 

 

2,295

 

 

 

9,551

 

 

 

2,952

 

 

 

2,965

 

 

 

11,833

 

 

 

14,798

 

 

 

(9,060

)

 

 

5,738

 

 

 

—

 

Bethany Park Place

 

 

4,832

 

 

 

12,405

 

 

 

21

 

 

 

4,832

 

 

 

12,426

 

 

 

17,258

 

 

 

(250

)

 

 

17,008

 

 

 

(10,200

)

Bird 107 Plaza

 

 

10,371

 

 

 

5,136

 

 

 

(25

)

 

 

10,371

 

 

 

5,111

 

 

 

15,482

 

 

 

(1,046

)

 

 

14,436

 

 

 

—

 

Bird Ludlam

 

 

42,663

 

 

 

38,481

 

 

 

821

 

 

 

42,663

 

 

 

39,302

 

 

 

81,965

 

 

 

(6,808

)

 

 

75,157

 

 

 

—

 

Black Rock

 

 

22,251

 

 

 

20,815

 

 

 

435

 

 

 

22,251

 

 

 

21,250

 

 

 

43,501

 

 

 

(6,116

)

 

 

37,385

 

 

 

(19,029

)

Blakeney Shopping Center

 

 

82,411

 

 

 

89,165

 

 

 

—

 

 

 

82,411

 

 

 

89,165

 

 

 

171,576

 

 

 

(374

)

 

 

171,202

 

 

 

—

 

Bloomingdale Square

 

 

3,940

 

 

 

14,912

 

 

 

20,772

 

 

 

8,639

 

 

 

30,985

 

 

 

39,624

 

 

 

(10,976

)

 

 

28,648

 

 

 

—

 

Blossom Valley

 

 

31,988

 

 

 

5,850

 

 

 

156

 

 

 

31,988

 

 

 

6,006

 

 

 

37,994

 

 

 

(143

)

 

 

37,851

 

 

 

(22,300

)

Boca Village Square

 

 

43,888

 

 

 

9,726

 

 

 

88

 

 

 

43,888

 

 

 

9,814

 

 

 

53,702

 

 

 

(2,421

)

 

 

51,281

 

 

 

—

 

Boulevard Center

 

 

3,659

 

 

 

10,787

 

 

 

2,974

 

 

 

3,659

 

 

 

13,761

 

 

 

17,420

 

 

 

(8,681

)

 

 

8,739

 

 

 

—

 

Boynton Lakes Plaza

 

 

2,628

 

 

 

11,236

 

 

 

5,028

 

 

 

3,606

 

 

 

15,286

 

 

 

18,892

 

 

 

(9,033

)

 

 

9,859

 

 

 

—

 

Boynton Plaza

 

 

12,879

 

 

 

20,713

 

 

 

200

 

 

 

12,879

 

 

 

20,913

 

 

 

33,792

 

 

 

(3,850

)

 

 

29,942

 

 

 

—

 

Brentwood Plaza

 

 

2,788

 

 

 

3,473

 

 

 

356

 

 

 

2,788

 

 

 

3,829

 

 

 

6,617

 

 

 

(1,786

)

 

 

4,831

 

 

 

—

 

Briarcliff La Vista

 

 

694

 

 

 

3,292

 

 

 

595

 

 

 

694

 

 

 

3,887

 

 

 

4,581

 

 

 

(3,284

)

 

 

1,297

 

 

 

—

 

Briarcliff Village

 

 

4,597

 

 

 

24,836

 

 

 

5,471

 

 

 

4,597

 

 

 

30,307

 

 

 

34,904

 

 

 

(21,404

)

 

 

13,500

 

 

 

—

 

Brick Walk

 

 

25,299

 

 

 

41,995

 

 

 

1,796

 

 

 

25,299

 

 

 

43,791

 

 

 

69,090

 

 

 

(10,824

)

 

 

58,266

 

 

 

(31,763

)

BridgeMill Market

 

 

7,521

 

 

 

13,306

 

 

 

890

 

 

 

7,522

 

 

 

14,195

 

 

 

21,717

 

 

 

(3,138

)

 

 

18,579

 

 

 

—

 

Bridgeton

 

 

3,033

 

 

 

8,137

 

 

 

623

 

 

 

3,067

 

 

 

8,726

 

 

 

11,793

 

 

 

(3,491

)

 

 

8,302

 

 

 

—

 

Brighten Park

 

 

3,983

 

 

 

18,687

 

 

 

11,439

 

 

 

4,234

 

 

 

29,875

 

 

 

34,109

 

 

 

(20,513

)

 

 

13,596

 

 

 

—

 

Broadway Plaza

 

 

40,723

 

 

 

42,170

 

 

 

2,089

 

 

 

40,723

 

 

 

44,259

 

 

 

84,982

 

 

 

(7,387

)

 

 

77,595

 

 

 

—

 

107

REGENCY CENTERS CORPORATION AND REGENCY CENTERS, L.P.

Schedule III - Consolidated Real Estate and Accumulated Depreciation

December 31, 20182021

(in thousands)

 

 

Initial Cost

 

 

 

 

 

Total Cost

 

 

 

 

 

Net Cost

 

 

 

 

Shopping Centers (1)

 

Land & Land
Improvements

 

 

Building &
Improvements

 

 

Cost
Capitalized
Subsequent to
Acquisition (2)

 

 

Land & Land
Improvements

 

 

Building &
Improvements

 

 

Total

 

 

Accumulated
Depreciation

 

 

Net of
Accumulated
Depreciation

 

 

Mortgages

 

Brooklyn Station on Riverside

 

 

7,019

 

 

 

8,688

 

 

 

267

 

 

 

6,998

 

 

 

8,976

 

 

 

15,974

 

 

 

(2,652

)

 

 

13,322

 

 

 

—

 

Brookside Plaza

 

 

35,161

 

 

 

17,494

 

 

 

5,401

 

 

 

36,163

 

 

 

21,893

 

 

 

58,056

 

 

 

(4,750

)

 

 

53,306

 

 

 

—

 

Buckhead Court

 

 

1,417

 

 

 

7,432

 

 

 

4,496

 

 

 

1,417

 

 

 

11,928

 

 

 

13,345

 

 

 

(9,204

)

 

 

4,141

 

 

 

—

 

Buckhead Landing (fka Piedmont Peachtree Crossing)

 

 

45,502

 

 

 

16,642

 

 

 

57

 

 

 

45,502

 

 

 

16,699

 

 

 

62,201

 

 

 

(3,126

)

 

 

59,075

 

 

 

—

 

Buckhead Station

 

 

70,411

 

 

 

36,518

 

 

 

3,025

 

 

 

70,448

 

 

 

39,506

 

 

 

109,954

 

 

 

(8,436

)

 

 

101,518

 

 

 

—

 

Buckley Square

 

 

2,970

 

 

 

5,978

 

 

 

1,515

 

 

 

2,970

 

 

 

7,493

 

 

 

10,463

 

 

 

(4,916

)

 

 

5,547

 

 

 

—

 

Caligo Crossing

 

��

2,459

 

 

 

4,897

 

 

 

157

 

 

 

2,546

 

 

 

4,967

 

 

 

7,513

 

 

 

(3,700

)

 

 

3,813

 

 

 

—

 

Cambridge Square

 

 

774

 

 

 

4,347

 

 

 

507

 

 

 

774

 

 

 

4,854

 

 

 

5,628

 

 

 

(3,314

)

 

 

2,314

 

 

 

—

 

Carmel Commons

 

 

2,466

 

 

 

12,548

 

 

 

5,145

 

 

 

3,422

 

 

 

16,737

 

 

 

20,159

 

 

 

(11,596

)

 

 

8,563

 

 

 

—

 

Carriage Gate

 

 

833

 

 

 

4,974

 

 

 

3,407

 

 

 

1,302

 

 

 

7,912

 

 

 

9,214

 

 

 

(7,161

)

 

 

2,053

 

 

 

—

 

Carytown Exchange

 

 

23,587

 

 

 

12,523

 

 

 

(55

)

 

 

23,587

 

 

 

12,468

 

 

 

36,055

 

 

 

(1,191

)

 

 

34,864

 

 

 

—

 

Cashmere Corners

 

 

3,187

 

 

 

9,397

 

 

 

390

 

 

 

3,187

 

 

 

9,787

 

 

 

12,974

 

 

 

(2,186

)

 

 

10,788

 

 

 

—

 

Centerplace of Greeley III

 

 

6,661

 

 

 

11,502

 

 

 

1,448

 

 

 

5,694

 

 

 

13,917

 

 

 

19,611

 

 

 

(6,728

)

 

 

12,883

 

 

 

—

 

Charlotte Square

 

 

1,141

 

 

 

6,845

 

 

 

1,271

 

 

 

1,141

 

 

 

8,116

 

 

 

9,257

 

 

 

(1,919

)

 

 

7,338

 

 

 

—

 

Chasewood Plaza

 

 

4,612

 

 

 

20,829

 

 

 

5,750

 

 

 

6,886

 

 

 

24,305

 

 

 

31,191

 

 

 

(20,052

)

 

 

11,139

 

 

 

—

 

Chastain Square

 

 

30,074

 

 

 

12,644

 

 

 

2,120

 

 

 

30,074

 

 

 

14,764

 

 

 

44,838

 

 

 

(3,712

)

 

 

41,126

 

 

 

—

 

Cherry Grove

 

 

3,533

 

 

 

15,862

 

 

 

4,904

 

 

 

3,533

 

 

 

20,766

 

 

 

24,299

 

 

 

(12,892

)

 

 

11,407

 

 

 

—

 

Chimney Rock

 

 

23,623

 

 

 

48,200

 

 

 

433

 

 

 

23,623

 

 

 

48,633

 

 

 

72,256

 

 

 

(12,339

)

 

 

59,917

 

 

 

—

 

Circle Center West

 

 

22,930

 

 

 

9,028

 

 

 

(46

)

 

 

22,930

 

 

 

8,982

 

 

 

31,912

 

 

 

(1,784

)

 

 

30,128

 

 

 

—

 

Circle Marina Center

 

 

29,303

 

 

 

18,437

 

 

 

99

 

 

 

29,303

 

 

 

18,536

 

 

 

47,839

 

 

 

(1,562

)

 

 

46,277

 

 

 

(24,000

)

CityLine Market

 

 

12,208

 

 

 

15,839

 

 

 

273

 

 

 

12,306

 

 

 

16,014

 

 

 

28,320

 

 

 

(4,818

)

 

 

23,502

 

 

 

—

 

CityLine Market Phase II

 

 

2,744

 

 

 

3,081

 

 

 

5

 

 

 

2,744

 

 

 

3,086

 

 

 

5,830

 

 

 

(868

)

 

 

4,962

 

 

 

—

 

Clayton Valley Shopping Center

 

 

24,189

 

 

 

35,422

 

 

 

3,113

 

 

 

24,538

 

 

 

38,186

 

 

 

62,724

 

 

 

(29,202

)

 

 

33,522

 

 

 

—

 

Clocktower Plaza Shopping Ctr

 

 

49,630

 

 

 

19,624

 

 

 

672

 

 

 

49,630

 

 

 

20,296

 

 

 

69,926

 

 

 

(3,530

)

 

 

66,396

 

 

 

—

 

Clybourn Commons

 

 

15,056

 

 

 

5,594

 

 

 

275

 

 

 

15,056

 

 

 

5,869

 

 

 

20,925

 

 

 

(1,799

)

 

 

19,126

 

 

 

—

 

Cochran's Crossing

 

 

13,154

 

 

 

12,315

 

 

 

2,306

 

 

 

13,154

 

 

 

14,621

 

 

 

27,775

 

 

 

(11,082

)

 

 

16,693

 

 

 

—

 

Compo Acres Shopping Center

 

 

28,627

 

 

 

10,395

 

 

 

898

 

 

 

28,627

 

 

 

11,293

 

 

 

39,920

 

 

 

(1,900

)

 

 

38,020

 

 

 

—

 

Concord Shopping Plaza

 

 

30,819

 

 

 

36,506

 

 

 

1,562

 

 

 

31,272

 

 

 

37,615

 

 

 

68,887

 

 

 

(6,113

)

 

 

62,774

 

 

 

—

 

Copps Hill Plaza

 

 

29,515

 

 

 

40,673

 

 

 

659

 

 

 

29,514

 

 

 

41,333

 

 

 

70,847

 

 

 

(7,514

)

 

 

63,333

 

 

 

(10,145

)

Coral Reef Shopping Center

 

 

14,922

 

 

 

15,200

 

 

 

2,435

 

 

 

15,332

 

 

 

17,225

 

 

 

32,557

 

 

 

(3,231

)

 

 

29,326

 

 

 

—

 

Corkscrew Village

 

 

8,407

 

 

 

8,004

 

 

 

662

 

 

 

8,407

 

 

 

8,666

 

 

 

17,073

 

 

 

(4,181

)

 

 

12,892

 

 

 

—

 

Cornerstone Square

 

 

1,772

 

 

 

6,944

 

 

 

1,685

 

 

 

1,772

 

 

 

8,629

 

 

 

10,401

 

 

 

(6,578

)

 

 

3,823

 

 

 

—

 

Corvallis Market Center

 

 

6,674

 

 

 

12,244

 

 

 

472

 

 

 

6,696

 

 

 

12,694

 

 

 

19,390

 

 

 

(7,353

)

 

 

12,037

 

 

 

—

 

Country Walk Plaza

 

 

18,713

 

 

 

20,373

 

 

 

108

 

 

 

18,713

 

 

 

20,481

 

 

 

39,194

 

 

 

(1,459

)

 

 

37,735

 

 

 

(16,000

)

Countryside Shops

 

 

17,982

 

 

 

35,574

 

 

 

13,613

 

 

 

23,175

 

 

 

43,994

 

 

 

67,169

 

 

 

(9,781

)

 

 

57,388

 

 

 

—

 

Courtyard Shopping Center

 

 

5,867

 

 

 

4

 

 

 

3

 

 

 

5,867

 

 

 

7

 

 

 

5,874

 

 

 

(3

)

 

 

5,871

 

 

 

—

 

Culver Center

 

 

108,841

 

 

 

32,308

 

 

 

1,229

 

 

 

108,841

 

 

 

33,537

 

 

 

142,378

 

 

 

(6,594

)

 

 

135,784

 

 

 

—

 

Danbury Green

 

 

30,303

 

 

 

19,255

 

 

 

661

 

 

 

30,303

 

 

 

19,916

 

 

 

50,219

 

 

 

(3,410

)

 

 

46,809

 

 

 

—

 

Dardenne Crossing

 

 

4,194

 

 

 

4,005

 

 

 

704

 

 

 

4,343

 

 

 

4,560

 

 

 

8,903

 

 

 

(2,397

)

 

 

6,506

 

 

 

—

 

Darinor Plaza

 

 

693

 

 

 

32,140

 

 

 

942

 

 

 

711

 

 

 

33,064

 

 

 

33,775

 

 

 

(5,901

)

 

 

27,874

 

 

 

—

 

Diablo Plaza

 

 

5,300

 

 

 

8,181

 

 

 

2,154

 

 

 

5,300

 

 

 

10,335

 

 

 

15,635

 

 

 

(6,391

)

 

 

9,244

 

 

 

—

 

108

REGENCY CENTERS CORPORATION AND REGENCY CENTERS, L.P.

Schedule III - Consolidated Real Estate and 2017:

Accumulated Depreciation

December 31, 2021

(in thousands)

 

 

Initial Cost

 

 

 

 

 

Total Cost

 

 

 

 

 

Net Cost

 

 

 

 

Shopping Centers (1)

 

Land & Land
Improvements

 

 

Building &
Improvements

 

 

Cost
Capitalized
Subsequent to
Acquisition (2)

 

 

Land & Land
Improvements

 

 

Building &
Improvements

 

 

Total

 

 

Accumulated
Depreciation

 

 

Net of
Accumulated
Depreciation

 

 

Mortgages

 

Dunwoody Hall

 

 

15,145

 

 

 

12,110

 

 

 

10

 

 

 

15,145

 

 

 

12,120

 

 

 

27,265

 

 

 

(214

)

 

 

27,051

 

 

 

(13,800

)

Dunwoody Village

 

 

3,342

 

 

 

15,934

 

 

 

5,859

 

 

 

3,342

 

 

 

21,793

 

 

 

25,135

 

 

 

(16,777

)

 

 

8,358

 

 

 

—

 

East Meadow

 

 

12,325

 

 

 

21,378

 

 

 

—

 

 

 

12,325

 

 

 

21,378

 

 

 

33,703

 

 

 

—

 

 

 

33,703

 

 

 

—

 

East Pointe

 

 

1,730

 

 

 

7,189

 

 

 

2,257

 

 

 

1,941

 

 

 

9,235

 

 

 

11,176

 

 

 

(6,708

)

 

 

4,468

 

 

 

—

 

Eastport

 

 

2,985

 

 

 

5,649

 

 

 

—

 

 

 

2,985

 

 

 

5,649

 

 

 

8,634

 

 

 

—

 

 

 

8,634

 

 

 

—

 

El Camino Shopping Center

 

 

7,600

 

 

 

11,538

 

 

 

13,427

 

 

 

10,328

 

 

 

22,237

 

 

 

32,565

 

 

 

(10,986

)

 

 

21,579

 

 

 

—

 

El Cerrito Plaza

 

 

11,025

 

 

 

27,371

 

 

 

2,910

 

 

 

11,025

 

 

 

30,281

 

 

 

41,306

 

 

 

(13,523

)

 

 

27,783

 

 

 

—

 

El Norte Pkwy Plaza

 

 

2,834

 

 

 

7,370

 

 

 

3,326

 

 

 

3,263

 

 

 

10,267

 

 

 

13,530

 

 

 

(6,577

)

 

 

6,953

 

 

 

—

 

Encina Grande

 

 

5,040

 

 

 

11,572

 

 

 

20,072

 

 

 

10,518

 

 

 

26,166

 

 

 

36,684

 

 

 

(15,129

)

 

 

21,555

 

 

 

—

 

Fairfield Center

 

 

6,731

 

 

 

29,420

 

 

 

1,301

 

 

 

6,731

 

 

 

30,721

 

 

 

37,452

 

 

 

(7,380

)

 

 

30,072

 

 

 

—

 

Falcon Marketplace

 

 

1,340

 

 

 

4,168

 

 

 

467

 

 

 

1,246

 

 

 

4,729

 

 

 

5,975

 

 

 

(2,943

)

 

 

3,032

 

 

 

—

 

Fellsway Plaza

 

 

30,712

 

 

 

7,327

 

 

 

9,825

 

 

 

34,923

 

 

 

12,941

 

 

 

47,864

 

 

 

(7,404

)

 

 

40,460

 

 

 

(36,019

)

Fenton Marketplace

 

 

2,298

 

 

 

8,510

 

 

 

(7,936

)

 

 

512

 

 

 

2,360

 

 

 

2,872

 

 

 

(1,238

)

 

 

1,634

 

 

 

—

 

Fleming Island

 

 

3,077

 

 

 

11,587

 

 

 

3,165

 

 

 

3,111

 

 

 

14,718

 

 

 

17,829

 

 

 

(9,274

)

 

 

8,555

 

 

 

—

 

Fountain Square

 

 

29,722

 

 

 

29,041

 

 

 

(211

)

 

 

29,784

 

 

 

28,768

 

 

 

58,552

 

 

 

(11,224

)

 

 

47,328

 

 

 

—

 

French Valley Village Center

 

 

11,924

 

 

 

16,856

 

 

 

376

 

 

 

11,822

 

 

 

17,334

 

 

 

29,156

 

 

 

(14,998

)

 

 

14,158

 

 

 

—

 

Friars Mission Center

 

 

6,660

 

 

 

28,021

 

 

 

2,263

 

 

 

6,660

 

 

 

30,284

 

 

 

36,944

 

 

 

(17,698

)

 

 

19,246

 

 

 

—

 

Gardens Square

 

 

2,136

 

 

 

8,273

 

 

 

768

 

 

 

2,136

 

 

 

9,041

 

 

 

11,177

 

 

 

(5,750

)

 

 

5,427

 

 

 

—

 

Gateway Shopping Center

 

 

52,665

 

 

 

7,134

 

 

 

11,424

 

 

 

55,087

 

 

 

16,136

 

 

 

71,223

 

 

 

(18,453

)

 

 

52,770

 

 

 

—

 

Gelson's Westlake Market Plaza

 

 

3,157

 

 

 

11,153

 

 

 

5,986

 

 

 

4,654

 

 

 

15,642

 

 

 

20,296

 

 

 

(9,024

)

 

 

11,272

 

 

 

—

 

Glen Oak Plaza

 

 

4,103

 

 

 

12,951

 

 

 

1,051

 

 

 

4,103

 

 

 

14,002

 

 

 

18,105

 

 

 

(5,146

)

 

 

12,959

 

 

 

—

 

Glengary Shoppes

 

 

9,120

 

 

 

11,541

 

 

 

1,001

 

 

 

9,120

 

 

 

12,542

 

 

 

21,662

 

 

 

(2,643

)

 

 

19,019

 

 

 

—

 

Glenwood Village

 

 

1,194

 

 

 

5,381

 

 

 

406

 

 

 

1,194

 

 

 

5,787

 

 

 

6,981

 

 

 

(4,796

)

 

 

2,185

 

 

 

—

 

Golden Hills Plaza

 

 

12,699

 

 

 

18,482

 

 

 

3,692

 

 

 

11,521

 

 

 

23,352

 

 

 

34,873

 

 

 

(11,768

)

 

 

23,105

 

 

 

—

 

Grand Ridge Plaza

 

 

24,208

 

 

 

61,033

 

 

 

5,907

 

 

 

24,918

 

 

 

66,230

 

 

 

91,148

 

 

 

(26,597

)

 

 

64,551

 

 

 

—

 

Greenwood Shopping Centre

 

 

7,777

 

 

 

24,829

 

 

 

573

 

 

 

7,777

 

 

 

25,402

 

 

 

33,179

 

 

 

(4,915

)

 

 

28,264

 

 

 

—

 

Hammocks Town Center

 

 

28,764

 

 

 

25,113

 

 

 

858

 

 

 

28,764

 

 

 

25,971

 

 

 

54,735

 

 

 

(5,131

)

 

 

49,604

 

 

 

—

 

Hancock

 

 

8,232

 

 

 

28,260

 

 

 

(13,312

)

 

 

4,692

 

 

 

18,488

 

 

 

23,180

 

 

 

(11,618

)

 

 

11,562

 

 

 

—

 

Harpeth Village Fieldstone

 

 

2,284

 

 

 

9,443

 

 

 

812

 

 

 

2,284

 

 

 

10,255

 

 

 

12,539

 

 

 

(6,184

)

 

 

6,355

 

 

 

—

 

Hasley Canyon Village

 

 

17,630

 

 

 

8,231

 

 

 

16

 

 

 

17,630

 

 

 

8,247

 

 

 

25,877

 

 

 

(167

)

 

 

25,710

 

 

 

(16,000

)

Heritage Plaza

 

 

12,390

 

 

 

26,097

 

 

 

14,318

 

 

 

12,215

 

 

 

40,590

 

 

 

52,805

 

 

 

(20,644

)

 

 

32,161

 

 

 

—

 

Hershey

 

 

7

 

 

 

808

 

 

 

11

 

 

 

7

 

 

 

819

 

 

 

826

 

 

 

(533

)

 

 

293

 

 

 

—

 

Hewlett Crossing I & II

 

 

11,850

 

 

 

18,205

 

 

 

781

 

 

 

11,850

 

 

 

18,986

 

 

 

30,836

 

 

 

(2,531

)

 

 

28,305

 

 

 

(9,061

)

Hibernia Pavilion

 

 

4,929

 

 

 

5,065

 

 

 

236

 

 

 

4,929

 

 

 

5,301

 

 

 

10,230

 

 

 

(3,928

)

 

 

6,302

 

 

 

—

 

Hillcrest Village

 

 

1,600

 

 

 

1,909

 

 

 

51

 

 

 

1,600

 

 

 

1,960

 

 

 

3,560

 

 

 

(1,146

)

 

 

2,414

 

 

 

—

 

Hilltop Village

 

 

2,995

 

 

 

4,581

 

 

 

4,160

 

 

 

3,104

 

 

 

8,632

 

 

 

11,736

 

 

 

(4,151

)

 

 

7,585

 

 

 

—

 

Hinsdale

 

 

5,734

 

 

 

16,709

 

 

 

11,868

 

 

 

8,343

 

 

 

25,968

 

 

 

34,311

 

 

 

(16,004

)

 

 

18,307

 

 

 

—

 

Holly Park

 

 

8,975

 

 

 

23,799

 

 

 

2,425

 

 

 

8,828

 

 

 

26,371

 

 

 

35,199

 

 

 

(7,447

)

 

 

27,752

 

 

 

—

 

Howell Mill Village

 

 

5,157

 

 

 

14,279

 

 

 

7,361

 

 

 

9,610

 

 

 

17,187

 

 

 

26,797

 

 

 

(7,993

)

 

 

18,804

 

 

 

—

 

Hyde Park

 

 

9,809

 

 

 

39,905

 

 

 

7,245

 

 

 

9,809

 

 

 

47,150

 

 

 

56,959

 

 

 

(29,449

)

 

 

27,510

 

 

 

—

 

Indian Springs Center

 

 

24,974

 

 

 

25,903

 

 

 

985

 

 

 

25,034

 

 

 

26,828

 

 

 

51,862

 

 

 

(6,963

)

 

 

44,899

 

 

 

—

 

109

REGENCY CENTERS CORPORATION AND REGENCY CENTERS, L.P.

Schedule III - Consolidated Real Estate and Accumulated Depreciation

December 31, 2021

(in thousands)

 

 

Initial Cost

 

 

 

 

 

Total Cost

 

 

 

 

 

Net Cost

 

 

 

 

Shopping Centers (1)

 

Land & Land
Improvements

 

 

Building &
Improvements

 

 

Cost
Capitalized
Subsequent to
Acquisition (2)

 

 

Land & Land
Improvements

 

 

Building &
Improvements

 

 

Total

 

 

Accumulated
Depreciation

 

 

Net of
Accumulated
Depreciation

 

 

Mortgages

 

Indigo Square

 

 

8,087

 

 

 

9,885

 

 

 

(5

)

 

 

8,087

 

 

 

9,880

 

 

 

17,967

 

 

 

(1,742

)

 

 

16,225

 

 

 

—

 

Inglewood Plaza

 

 

1,300

 

 

 

2,159

 

 

 

921

 

 

 

1,300

 

 

 

3,080

 

 

 

4,380

 

 

 

(1,847

)

 

 

2,533

 

 

 

—

 

Keller Town Center

 

 

2,294

 

 

 

12,841

 

 

 

973

 

 

 

2,404

 

 

 

13,704

 

 

 

16,108

 

 

 

(7,838

)

 

 

8,270

 

 

 

—

 

Kirkman Shoppes

 

 

9,364

 

 

 

26,243

 

 

 

674

 

 

 

9,367

 

 

 

26,914

 

 

 

36,281

 

 

 

(4,714

)

 

 

31,567

 

 

 

—

 

Kirkwood Commons

 

 

6,772

 

 

 

16,224

 

 

 

1,194

 

 

 

6,802

 

 

 

17,388

 

 

 

24,190

 

 

 

(6,130

)

 

 

18,060

 

 

 

(6,495

)

Klahanie Shopping Center

 

 

14,451

 

 

 

20,089

 

 

 

459

 

 

 

14,451

 

 

 

20,548

 

 

 

34,999

 

 

 

(4,069

)

 

 

30,930

 

 

 

—

 

Kroger New Albany Center

 

 

3,844

 

 

 

6,599

 

 

 

1,410

 

 

 

3,844

 

 

 

8,009

 

 

 

11,853

 

 

 

(6,287

)

 

 

5,566

 

 

 

—

 

Lake Mary Centre

 

 

24,036

 

 

 

57,476

 

 

 

2,009

 

 

 

24,036

 

 

 

59,485

 

 

 

83,521

 

 

 

(11,835

)

 

 

71,686

 

 

 

—

 

Lake Pine Plaza

 

 

2,008

 

 

 

7,632

 

 

 

861

 

 

 

2,029

 

 

 

8,472

 

 

 

10,501

 

 

 

(5,255

)

 

 

5,246

 

 

 

—

 

Lebanon/Legacy Center

 

 

3,913

 

 

 

7,874

 

 

 

1,211

 

 

 

3,913

 

 

 

9,085

 

 

 

12,998

 

 

 

(6,773

)

 

 

6,225

 

 

 

—

 

Littleton Square

 

 

2,030

 

 

 

8,859

 

 

 

(3,562

)

 

 

2,433

 

 

 

4,894

 

 

 

7,327

 

 

 

(2,950

)

 

 

4,377

 

 

 

—

 

Lloyd King Center

 

 

1,779

 

 

 

10,060

 

 

 

1,295

 

 

 

1,779

 

 

 

11,355

 

 

 

13,134

 

 

 

(7,154

)

 

 

5,980

 

 

 

—

 

Lower Nazareth Commons

 

 

15,992

 

 

 

12,964

 

 

 

4,085

 

 

 

16,343

 

 

 

16,698

 

 

 

33,041

 

 

 

(11,987

)

 

 

21,054

 

 

 

—

 

Mandarin Landing

 

 

7,913

 

 

 

27,230

 

 

 

58

 

 

 

7,913

 

 

 

27,288

 

 

 

35,201

 

 

 

(5,035

)

 

 

30,166

 

 

 

—

 

Market at Colonnade Center

 

 

6,455

 

 

 

9,839

 

 

 

130

 

 

 

6,160

 

 

 

10,264

 

 

 

16,424

 

 

 

(5,300

)

 

 

11,124

 

 

 

—

 

Market at Preston Forest

 

 

4,400

 

 

 

11,445

 

 

 

1,848

 

 

 

4,400

 

 

 

13,293

 

 

 

17,693

 

 

 

(8,073

)

 

 

9,620

 

 

 

—

 

Market at Round Rock

 

 

2,000

 

 

 

9,676

 

 

 

6,220

 

 

 

1,996

 

 

 

15,900

 

 

 

17,896

 

 

 

(11,063

)

 

 

6,833

 

 

 

—

 

Market at Springwoods Village

 

 

12,592

 

 

 

12,781

 

 

 

8

 

 

 

12,592

 

 

 

12,789

 

 

 

25,381

 

 

 

(3,556

)

 

 

21,825

 

 

 

(5,000

)

Marketplace at Briargate

 

 

1,706

 

 

 

4,885

 

 

 

234

 

 

 

1,727

 

 

 

5,098

 

 

 

6,825

 

 

 

(3,304

)

 

 

3,521

 

 

 

—

 

Mellody Farm

 

 

35,628

 

 

 

66,863

 

 

 

(121

)

 

 

35,628

 

 

 

66,742

 

 

 

102,370

 

 

 

(10,679

)

 

 

91,691

 

 

 

—

 

Melrose Market

 

 

4,451

 

 

 

10,807

 

 

 

(74

)

 

 

4,451

 

 

 

10,733

 

 

 

15,184

 

 

 

(1,560

)

 

 

13,624

 

 

 

—

 

Millhopper Shopping Center

 

 

1,073

 

 

 

5,358

 

 

 

5,949

 

 

 

1,901

 

 

 

10,479

 

 

 

12,380

 

 

 

(7,789

)

 

 

4,591

 

 

 

—

 

Mockingbird Commons

 

 

3,000

 

 

 

10,728

 

 

 

2,480

 

 

 

3,000

 

 

 

13,208

 

 

 

16,208

 

 

 

(7,947

)

 

 

8,261

 

 

 

—

 

Monument Jackson Creek

 

 

2,999

 

 

 

6,765

 

 

 

1,277

 

 

 

2,999

 

 

 

8,042

 

 

 

11,041

 

 

 

(6,178

)

 

 

4,863

 

 

 

—

 

Morningside Plaza

 

 

4,300

 

 

 

13,951

 

 

 

971

 

 

 

4,300

 

 

 

14,922

 

 

 

19,222

 

 

 

(9,028

)

 

 

10,194

 

 

 

—

 

Murrayhill Marketplace

 

 

2,670

 

 

 

18,401

 

 

 

14,410

��

 

 

2,903

 

 

 

32,578

 

 

 

35,481

 

 

 

(17,422

)

 

 

18,059

 

 

 

—

 

Naples Walk

 

 

18,173

 

 

 

13,554

 

 

 

1,933

 

 

 

18,173

 

 

 

15,487

 

 

 

33,660

 

 

 

(7,661

)

 

 

25,999

 

 

 

—

 

Newberry Square

 

 

2,412

 

 

 

10,150

 

 

 

1,301

 

 

 

2,412

 

 

 

11,451

 

 

 

13,863

 

 

 

(9,434

)

 

 

4,429

 

 

 

—

 

Newland Center

 

 

12,500

 

 

 

10,697

 

 

 

8,700

 

 

 

16,276

 

 

 

15,621

 

 

 

31,897

 

 

 

(10,449

)

 

 

21,448

 

 

 

—

 

Nocatee Town Center

 

 

10,124

 

 

 

8,691

 

 

 

8,627

 

 

 

11,045

 

 

 

16,397

 

 

 

27,442

 

 

 

(8,685

)

 

 

18,757

 

 

 

—

 

North Hills

 

 

4,900

 

 

 

19,774

 

 

 

1,511

 

 

 

4,900

 

 

 

21,285

 

 

 

26,185

 

 

 

(13,729

)

 

 

12,456

 

 

 

—

 

Northgate Marketplace

 

 

5,668

 

 

 

13,727

 

 

 

31

 

 

 

4,995

 

 

 

14,431

 

 

 

19,426

 

 

 

(7,010

)

 

 

12,416

 

 

 

—

 

Northgate Marketplace Ph II

 

 

12,189

 

 

 

30,171

 

 

 

133

 

 

 

12,189

 

 

 

30,304

 

 

 

42,493

 

 

 

(7,648

)

 

 

34,845

 

 

 

—

 

Northgate Plaza (Maxtown Road)

 

 

1,769

 

 

 

6,652

 

 

 

4,967

 

 

 

2,840

 

 

 

10,548

 

 

 

13,388

 

 

 

(6,248

)

 

 

7,140

 

 

 

—

 

Northgate Square

 

 

5,011

 

 

 

8,692

 

 

 

1,060

 

 

 

5,011

 

 

 

9,752

 

 

 

14,763

 

 

 

(4,996

)

 

 

9,767

 

 

 

—

 

Northlake Village

 

 

2,662

 

 

 

11,284

 

 

 

(307

)

 

 

2,662

 

 

 

10,977

 

 

 

13,639

 

 

 

(6,506

)

 

 

7,133

 

 

 

—

 

Oak Shade Town Center

 

 

6,591

 

 

 

28,966

 

 

 

702

 

 

 

6,591

 

 

 

29,668

 

 

 

36,259

 

 

 

(11,297

)

 

 

24,962

 

 

 

(5,606

)

Oakbrook Plaza

 

 

4,000

 

 

 

6,668

 

 

 

5,836

 

 

 

4,766

 

 

 

11,738

 

 

 

16,504

 

 

 

(5,845

)

 

 

10,659

 

 

 

—

 

Oakleaf Commons

 

 

3,503

 

 

 

11,671

 

 

 

1,417

 

 

 

3,190

 

 

 

13,401

 

 

 

16,591

 

 

 

(7,787

)

 

 

8,804

 

 

 

—

 

Ocala Corners

 

 

1,816

 

 

 

10,515

 

 

 

588

 

 

 

1,816

 

 

 

11,103

 

 

 

12,919

 

 

 

(5,226

)

 

 

7,693

 

 

 

—

 

Old St Augustine Plaza

 

 

2,368

 

 

 

11,405

 

 

 

13,510

 

 

 

3,455

 

 

 

23,828

 

 

 

27,283

 

 

 

(10,555

)

 

 

16,728

 

 

 

—

 

110

REGENCY CENTERS CORPORATION AND REGENCY CENTERS, L.P.

Schedule III - Consolidated Real Estate and Accumulated Depreciation

December 31, 2021

(in thousands)

 

 

Initial Cost

 

 

 

 

 

Total Cost

 

 

 

 

 

Net Cost

 

 

 

 

Shopping Centers (1)

 

Land & Land
Improvements

 

 

Building &
Improvements

 

 

Cost
Capitalized
Subsequent to
Acquisition (2)

 

 

Land & Land
Improvements

 

 

Building &
Improvements

 

 

Total

 

 

Accumulated
Depreciation

 

 

Net of
Accumulated
Depreciation

 

 

Mortgages

 

Pablo Plaza

 

 

11,894

 

 

 

21,407

 

 

 

9,731

 

 

 

13,340

 

 

 

29,692

 

 

 

43,032

 

 

 

(5,895

)

 

 

37,137

 

 

 

—

 

Paces Ferry Plaza

 

 

2,812

 

 

 

12,639

 

 

 

21,007

 

 

 

13,803

 

 

 

22,655

 

 

 

36,458

 

 

 

(12,460

)

 

 

23,998

 

 

 

—

 

Panther Creek

 

 

14,414

 

 

 

14,748

 

 

 

5,922

 

 

 

15,212

 

 

 

19,872

 

 

 

35,084

 

 

 

(14,998

)

 

 

20,086

 

 

 

—

 

Pavillion

 

 

15,626

 

 

 

22,124

 

 

 

1,068

 

 

 

15,626

 

 

 

23,192

 

 

 

38,818

 

 

 

(4,931

)

 

 

33,887

 

 

 

—

 

Peartree Village

 

 

5,197

 

 

 

19,746

 

 

 

890

 

 

 

5,197

 

 

 

20,636

 

 

 

25,833

 

 

 

(14,041

)

 

 

11,792

 

 

 

—

 

Persimmon Place

 

 

25,975

 

 

 

38,114

 

 

 

(59

)

 

 

26,692

 

 

 

37,338

 

 

 

64,030

 

 

 

(13,703

)

 

 

50,327

 

 

 

—

 

Pike Creek

 

 

5,153

 

 

 

20,652

 

 

 

2,887

 

 

 

5,251

 

 

 

23,441

 

 

 

28,692

 

 

 

(14,576

)

 

 

14,116

 

 

 

—

 

Pine Island

 

 

21,086

 

 

 

28,123

 

 

 

3,513

 

 

 

21,086

 

 

 

31,636

 

 

 

52,722

 

 

 

(7,463

)

 

 

45,259

 

 

 

—

 

Pine Lake Village

 

 

6,300

 

 

 

10,991

 

 

 

1,683

 

 

 

6,300

 

 

 

12,674

 

 

 

18,974

 

 

 

(7,580

)

 

 

11,394

 

 

 

—

 

Pine Ridge Square

 

 

13,951

 

 

 

23,147

 

 

 

490

 

 

 

13,951

 

 

 

23,637

 

 

 

37,588

 

 

 

(4,605

)

 

 

32,983

 

 

 

—

 

Pine Tree Plaza

 

 

668

 

 

 

6,220

 

 

 

896

 

 

 

668

 

 

 

7,116

 

 

 

7,784

 

 

 

(4,226

)

 

 

3,558

 

 

 

—

 

Pinecrest Place

 

 

4,193

 

 

 

13,275

 

 

 

(225

)

 

 

3,992

 

 

 

13,251

 

 

 

17,243

 

 

 

(2,307

)

 

 

14,936

 

 

 

—

 

Plaza Escuela

 

 

24,829

 

 

 

104,395

 

 

 

1,401

 

 

 

24,829

 

 

 

105,796

 

 

 

130,625

 

 

 

(14,023

)

 

 

116,602

 

 

 

—

 

Plaza Hermosa

 

 

4,200

 

 

 

10,109

 

 

 

3,633

 

 

 

4,202

 

 

 

13,740

 

 

 

17,942

 

 

 

(8,176

)

 

 

9,766

 

 

 

—

 

Point 50

 

 

15,239

 

 

 

11,367

 

 

 

(725

)

 

 

14,602

 

 

 

11,279

 

 

 

25,881

 

 

 

(700

)

 

 

25,181

 

 

 

—

 

Point Royale Shopping Center

 

 

18,201

 

 

 

14,889

 

 

 

6,607

 

 

 

19,386

 

 

 

20,311

 

 

 

39,697

 

 

 

(5,327

)

 

 

34,370

 

 

 

—

 

Post Road Plaza

 

 

15,240

 

 

 

5,196

 

 

 

153

 

 

 

15,240

 

 

 

5,349

 

 

 

20,589

 

 

 

(993

)

 

 

19,596

 

 

 

—

 

Potrero Center

 

 

133,422

 

 

 

116,758

 

 

 

(87,981

)

 

 

85,205

 

 

 

76,994

 

 

 

162,199

 

 

 

(11,126

)

 

 

151,073

 

 

 

—

 

Powell Street Plaza

 

 

8,248

 

 

 

30,716

 

 

 

3,628

 

 

 

8,248

 

 

 

34,344

 

 

 

42,592

 

 

 

(17,863

)

 

 

24,729

 

 

 

—

 

Powers Ferry Square

 

 

3,687

 

 

 

17,965

 

 

 

10,048

 

 

 

5,758

 

 

 

25,942

 

 

 

31,700

 

 

 

(19,814

)

 

 

11,886

 

 

 

—

 

Powers Ferry Village

 

 

1,191

 

 

 

4,672

 

 

 

981

 

 

 

1,191

 

 

 

5,653

 

 

 

6,844

 

 

 

(4,380

)

 

 

2,464

 

 

 

—

 

Prairie City Crossing

 

 

4,164

 

 

 

13,032

 

 

 

821

 

 

 

4,164

 

 

 

13,853

 

 

 

18,017

 

 

 

(7,381

)

 

 

10,636

 

 

 

—

 

Preston Oaks

 

 

763

 

 

 

30,438

 

 

 

(3,199

)

 

 

1,423

 

 

 

26,579

 

 

 

28,002

 

 

 

(3,347

)

 

 

24,655

 

 

 

—

 

Prestonbrook

 

 

7,069

 

 

 

8,622

 

 

 

1,190

 

 

 

7,069

 

 

 

9,812

 

 

 

16,881

 

 

 

(7,601

)

 

 

9,280

 

 

 

—

 

Prosperity Centre

 

 

11,682

 

 

 

26,215

 

 

 

250

 

 

 

11,681

 

 

 

26,466

 

 

 

38,147

 

 

 

(4,665

)

 

 

33,482

 

 

 

—

 

Ralphs Circle Center

 

 

20,939

 

 

 

6,317

 

 

 

98

 

 

 

20,939

 

 

 

6,415

 

 

 

27,354

 

 

 

(1,477

)

 

 

25,877

 

 

 

—

 

Red Bank Village

 

 

10,336

 

 

 

9,500

 

 

 

1,185

 

 

 

9,755

 

 

 

11,266

 

 

 

21,021

 

 

 

(4,134

)

 

 

16,887

 

 

 

—

 

Regency Commons

 

 

3,917

 

 

 

3,616

 

 

 

314

 

 

 

3,917

 

 

 

3,930

 

 

 

7,847

 

 

 

(2,848

)

 

 

4,999

 

 

 

—

 

Regency Square

 

 

4,770

 

 

 

25,191

 

 

 

6,797

 

 

 

5,060

 

 

 

31,698

 

 

 

36,758

 

 

 

(25,706

)

 

 

11,052

 

 

 

—

 

Rivertowns Square

 

 

15,505

 

 

 

52,505

 

 

 

2,994

 

 

 

16,853

 

 

 

54,151

 

 

 

71,004

 

 

 

(6,386

)

 

 

64,618

 

 

 

—

 

Rona Plaza

 

 

1,500

 

 

 

4,917

 

 

 

337

 

 

 

1,500

 

 

 

5,254

 

 

 

6,754

 

 

 

(3,375

)

 

 

3,379

 

 

 

—

 

Roosevelt Square

 

 

40,371

 

 

 

32,108

 

 

 

5,040

 

 

 

40,382

 

 

 

37,137

 

 

 

77,519

 

 

 

(4,308

)

 

 

73,211

 

 

 

—

 

Russell Ridge

 

 

2,234

 

 

 

6,903

 

 

 

1,593

 

 

 

2,234

 

 

 

8,496

 

 

 

10,730

 

 

 

(5,866

)

 

 

4,864

 

 

 

—

 

Ryanwood Square

 

 

10,581

 

 

 

10,044

 

 

 

157

 

 

 

10,573

 

 

 

10,209

 

 

 

20,782

 

 

 

(2,493

)

 

 

18,289

 

 

 

—

 

Salerno Village

 

 

1,355

 

 

 

—

 

 

 

—

 

 

 

1,355

 

 

 

—

 

 

 

1,355

 

 

 

(24

)

 

 

1,331

 

 

 

—

 

Sammamish-Highlands

 

 

9,300

 

 

 

8,075

 

 

 

8,730

 

 

 

9,592

 

 

 

16,513

 

 

 

26,105

 

 

 

(10,929

)

 

 

15,176

 

 

 

—

 

San Carlos Marketplace

 

 

36,006

 

 

 

57,886

 

 

 

415

 

 

 

36,006

 

 

 

58,301

 

 

 

94,307

 

 

 

(8,282

)

 

 

86,025

 

 

 

—

 

San Leandro Plaza

 

 

1,300

 

 

 

8,226

 

 

 

998

 

 

 

1,300

 

 

 

9,224

 

 

 

10,524

 

 

 

(5,401

)

 

 

5,123

 

 

 

—

 

Sandy Springs

 

 

6,889

 

 

 

28,056

 

 

 

3,777

 

 

 

6,889

 

 

 

31,833

 

 

 

38,722

 

 

 

(10,027

)

 

 

28,695

 

 

 

—

 

Sawgrass Promenade

 

 

10,846

 

 

 

12,525

 

 

 

462

 

 

 

10,846

 

 

 

12,987

 

 

 

23,833

 

 

 

(2,733

)

 

 

21,100

 

 

 

—

 

Scripps Ranch Marketplace

 

 

59,949

 

 

 

26,334

 

 

 

742

 

 

 

59,949

 

 

 

27,076

 

 

 

87,025

 

 

 

(4,080

)

 

 

82,945

 

 

 

—

 

111

REGENCY CENTERS CORPORATION AND REGENCY CENTERS, L.P.

Schedule III - Consolidated Real Estate and Accumulated Depreciation

December 31, 2021

(in thousands)

 

 

Initial Cost

 

 

 

 

 

Total Cost

 

 

 

 

 

Net Cost

 

 

 

 

Shopping Centers (1)

 

Land & Land
Improvements

 

 

Building &
Improvements

 

 

Cost
Capitalized
Subsequent to
Acquisition (2)

 

 

Land & Land
Improvements

 

 

Building &
Improvements

 

 

Total

 

 

Accumulated
Depreciation

 

 

Net of
Accumulated
Depreciation

 

 

Mortgages

 

Serramonte Center

 

 

390,106

 

 

 

172,652

 

 

 

61,634

 

 

 

414,599

 

 

 

209,793

 

 

 

624,392

 

 

 

(53,682

)

 

 

570,710

 

 

 

—

 

Shaw's at Plymouth

 

 

3,968

 

 

 

8,367

 

 

 

—

 

 

 

3,968

 

 

 

8,367

 

 

 

12,335

 

 

 

(1,755

)

 

 

10,580

 

 

 

—

 

Sheridan Plaza

 

 

82,260

 

 

 

97,273

 

 

 

10,933

 

 

 

83,231

 

 

 

107,235

 

 

 

190,466

 

 

 

(17,647

)

 

 

172,819

 

 

 

—

 

Sherwood Crossroads

 

 

2,731

 

 

 

6,360

 

 

 

1,254

 

 

 

2,731

 

 

 

7,614

 

 

 

10,345

 

 

 

(3,999

)

 

 

6,346

 

 

 

—

 

Shiloh Springs

 

 

5,236

 

 

 

11,802

 

 

 

152

 

 

 

5,236

 

 

 

11,954

 

 

 

17,190

 

 

 

(255

)

 

 

16,935

 

 

 

—

 

Shoppes @ 104

 

 

11,193

 

 

 

—

 

 

 

2,774

 

 

 

7,078

 

 

 

6,889

 

 

 

13,967

 

 

 

(3,414

)

 

 

10,553

 

 

 

—

 

Shoppes at Homestead

 

 

5,420

 

 

 

9,450

 

 

 

2,248

 

 

 

5,420

 

 

 

11,698

 

 

 

17,118

 

 

 

(7,072

)

 

 

10,046

 

 

 

—

 

Shoppes at Lago Mar

 

 

8,323

 

 

 

11,347

 

 

 

190

 

 

 

8,323

 

 

 

11,537

 

 

 

19,860

 

 

 

(2,452

)

 

 

17,408

 

 

 

—

 

Shoppes at Sunlake Centre

 

 

16,643

 

 

 

15,091

 

 

 

3,047

 

 

 

17,247

 

 

 

17,534

 

 

 

34,781

 

 

 

(3,924

)

 

 

30,857

 

 

 

—

 

Shoppes of Grande Oak

 

 

5,091

 

 

 

5,985

 

 

 

616

 

 

 

5,091

 

 

 

6,601

 

 

 

11,692

 

 

 

(5,683

)

 

 

6,009

 

 

 

—

 

Shoppes of Jonathan's Landing

 

 

4,474

 

 

 

5,628

 

 

 

444

 

 

 

4,474

 

 

 

6,072

 

 

 

10,546

 

 

 

(1,215

)

 

 

9,331

 

 

 

—

 

Shoppes of Oakbrook

 

 

20,538

 

 

 

42,992

 

 

 

172

 

 

 

20,538

 

 

 

43,164

 

 

 

63,702

 

 

 

(7,207

)

 

 

56,495

 

 

 

(1,564

)

Shoppes of Silver Lakes

 

 

17,529

 

 

 

21,829

 

 

 

702

 

 

 

17,529

 

 

 

22,531

 

 

 

40,060

 

 

 

(4,670

)

 

 

35,390

 

 

 

—

 

Shoppes of Sunset

 

 

2,860

 

 

 

1,316

 

 

 

53

 

 

 

2,860

 

 

 

1,369

 

 

 

4,229

 

 

 

(351

)

 

 

3,878

 

 

 

—

 

Shoppes of Sunset II

 

 

2,834

 

 

 

715

 

 

 

3

 

 

 

2,834

 

 

 

718

 

 

 

3,552

 

 

 

(233

)

 

 

3,319

 

 

 

—

 

Shops at County Center

 

 

9,957

 

 

 

11,296

 

 

 

1,110

 

 

 

9,973

 

 

 

12,390

 

 

 

22,363

 

 

 

(11,028

)

 

 

11,335

 

 

 

—

 

Shops at Erwin Mill

 

 

9,082

 

 

 

6,124

 

 

 

392

 

 

 

9,087

 

 

 

6,511

 

 

 

15,598

 

 

 

(3,543

)

 

 

12,055

 

 

 

(10,000

)

Shops at John's Creek

 

 

1,863

 

 

 

2,014

 

 

 

(50

)

 

 

1,501

 

 

 

2,326

 

 

 

3,827

 

 

 

(1,571

)

 

 

2,256

 

 

 

—

 

Shops at Mira Vista

 

 

11,691

 

 

 

9,026

 

 

 

180

 

 

 

11,691

 

 

 

9,206

 

 

 

20,897

 

 

 

(2,810

)

 

 

18,087

 

 

 

(192

)

Shops at Quail Creek

 

 

1,487

 

 

 

7,717

 

 

 

882

 

 

 

1,448

 

 

 

8,638

 

 

 

10,086

 

 

 

(4,428

)

 

 

5,658

 

 

 

—

 

Shops at Saugus

 

 

19,201

 

 

 

17,984

 

 

 

105

 

 

 

18,811

 

 

 

18,479

 

 

 

37,290

 

 

 

(12,100

)

 

 

25,190

 

 

 

—

 

Shops at Skylake

 

 

84,586

 

 

 

39,342

 

 

 

1,880

 

 

 

85,117

 

 

 

40,691

 

 

 

125,808

 

 

 

(8,989

)

 

 

116,819

 

 

 

—

 

Shops on Main

 

 

17,020

 

 

 

27,055

 

 

 

16,102

 

 

 

18,534

 

 

 

41,643

 

 

 

60,177

 

 

 

(14,424

)

 

 

45,753

 

 

 

—

 

Sope Creek Crossing

 

 

2,985

 

 

 

12,001

 

 

 

3,445

 

 

 

3,332

 

 

 

15,099

 

 

 

18,431

 

 

 

(9,725

)

 

 

8,706

 

 

 

—

 

South Beach Regional

 

 

28,188

 

 

 

53,405

 

 

 

975

 

 

 

28,188

 

 

 

54,380

 

 

 

82,568

 

 

 

(10,337

)

 

 

72,231

 

 

 

—

 

South Point

 

 

6,563

 

 

 

7,939

 

 

 

309

 

 

 

6,563

 

 

 

8,248

 

 

 

14,811

 

 

 

(1,706

)

 

 

13,105

 

 

 

—

 

Southbury Green

 

 

26,661

 

 

 

34,325

 

 

 

5,725

 

 

 

29,743

 

 

 

36,968

 

 

 

66,711

 

 

 

(6,627

)

 

 

60,084

 

 

 

—

 

Southcenter

 

 

1,300

 

 

 

12,750

 

 

 

2,024

 

 

 

1,300

 

 

 

14,774

 

 

 

16,074

 

 

 

(8,981

)

 

 

7,093

 

 

 

—

 

Southpark at Cinco Ranch

 

 

18,395

 

 

 

11,306

 

 

 

7,408

 

 

 

21,438

 

 

 

15,671

 

 

 

37,109

 

 

 

(8,254

)

 

 

28,855

 

 

 

—

 

SouthPoint Crossing

 

 

4,412

 

 

 

12,235

 

 

 

1,408

 

 

 

4,382

 

 

 

13,673

 

 

 

18,055

 

 

 

(8,015

)

 

 

10,040

 

 

 

—

 

Starke

 

 

71

 

 

 

1,683

 

 

 

11

 

 

 

71

 

 

 

1,694

 

 

 

1,765

 

 

 

(900

)

 

 

865

 

 

 

—

 

Star's at Cambridge

 

 

31,082

 

 

 

13,520

 

 

 

(1

)

 

 

31,082

 

 

 

13,519

 

 

 

44,601

 

 

 

(2,424

)

 

 

42,177

 

 

 

—

 

Star's at Quincy

 

 

27,003

 

 

 

9,425

 

 

 

1

 

 

 

27,003

 

 

 

9,426

 

 

 

36,429

 

 

 

(2,388

)

 

 

34,041

 

 

 

—

 

Star's at West Roxbury

 

 

21,973

 

 

 

13,386

 

 

 

36

 

 

 

21,973

 

 

 

13,422

 

 

 

35,395

 

 

 

(2,413

)

 

 

32,982

 

 

 

—

 

Sterling Ridge

 

 

12,846

 

 

 

12,162

 

 

 

1,037

 

 

 

12,846

 

 

 

13,199

 

 

 

26,045

 

 

 

(10,606

)

 

 

15,439

 

 

 

—

 

Stroh Ranch

 

 

4,280

 

 

 

8,189

 

 

 

710

 

 

 

4,280

 

 

 

8,899

 

 

 

13,179

 

 

 

(7,024

)

 

 

6,155

 

 

 

—

 

Suncoast Crossing

 

 

9,030

 

 

 

10,764

 

 

 

4,522

 

 

 

13,374

 

 

 

10,942

 

 

 

24,316

 

 

 

(8,390

)

 

 

15,926

 

 

 

—

 

Talega Village Center

 

 

22,415

 

 

 

12,054

 

 

 

49

 

 

 

22,415

 

 

 

12,103

 

 

 

34,518

 

 

 

(2,144

)

 

 

32,374

 

 

 

—

 

Tamarac Town Square

 

 

12,584

 

 

 

9,221

 

 

 

1,369

 

 

 

12,584

 

 

 

10,590

 

 

 

23,174

 

 

 

(2,323

)

 

 

20,851

 

 

 

—

 

Tanasbourne Market

 

 

3,269

 

 

 

10,861

 

 

 

(290

)

 

 

3,149

 

 

 

10,691

 

 

 

13,840

 

 

 

(6,320

)

 

 

7,520

 

 

 

—

 

Tassajara Crossing

 

 

8,560

 

 

 

15,464

 

 

 

2,057

 

 

 

8,560

 

 

 

17,521

 

 

 

26,081

 

 

 

(10,152

)

 

 

15,929

 

 

 

—

 

112

REGENCY CENTERS CORPORATION AND REGENCY CENTERS, L.P.

Schedule III - Consolidated Real Estate and Accumulated Depreciation

December 31, 2021

(in thousands)

 

 

Initial Cost

 

 

 

 

 

Total Cost

 

 

 

 

 

Net Cost

 

 

 

 

Shopping Centers (1)

 

Land & Land
Improvements

 

 

Building &
Improvements

 

 

Cost
Capitalized
Subsequent to
Acquisition (2)

 

 

Land & Land
Improvements

 

 

Building &
Improvements

 

 

Total

 

 

Accumulated
Depreciation

 

 

Net of
Accumulated
Depreciation

 

 

Mortgages

 

Tech Ridge Center

 

 

12,945

 

 

 

37,169

 

 

 

3,839

 

 

 

13,589

 

 

 

40,364

 

 

 

53,953

 

 

 

(16,109

)

 

 

37,844

 

 

 

(2,066

)

The Abbot

 

 

72,910

 

 

 

6,086

 

 

 

(5,444

)

 

 

72,910

 

 

 

642

 

 

 

73,552

 

 

 

(107

)

 

 

73,445

 

 

 

—

 

The Crossing Clarendon (fka Market Common Clarendon)

 

 

154,932

 

 

 

126,328

 

 

 

33,694

 

 

 

157,964

 

 

 

156,990

 

 

 

314,954

 

 

 

(21,897

)

 

 

293,057

 

 

 

—

 

The Field at Commonwealth

 

 

30,914

 

 

 

18,053

 

 

 

—

 

 

 

30,915

 

 

 

18,052

 

 

 

48,967

 

 

 

(5,612

)

 

 

43,355

 

 

 

—

 

The Gallery at Westbury Plaza

 

 

108,653

 

 

 

216,771

 

 

 

3,082

 

 

 

108,653

 

 

 

219,853

 

 

 

328,506

 

 

 

(34,260

)

 

 

294,246

 

 

 

—

 

The Hub Hillcrest Market

 

 

18,773

 

 

 

61,906

 

 

 

5,813

 

 

 

19,611

 

 

 

66,881

 

 

 

86,492

 

 

 

(18,830

)

 

 

67,662

 

 

 

—

 

The Marketplace

 

 

10,927

 

 

 

36,052

 

 

 

701

 

 

 

10,927

 

 

 

36,753

 

 

 

47,680

 

 

 

(5,931

)

 

 

41,749

 

 

 

—

 

The Plaza at St. Lucie West

 

 

1,718

 

 

 

6,204

 

 

 

(15

)

 

 

1,718

 

 

 

6,189

 

 

 

7,907

 

 

 

(1,097

)

 

 

6,810

 

 

 

—

 

The Point at Garden City Park

 

 

741

 

 

 

9,764

 

 

 

5,836

 

 

 

2,559

 

 

 

13,782

 

 

 

16,341

 

 

 

(3,686

)

 

 

12,655

 

 

 

—

 

The Pruneyard

 

 

112,136

 

 

 

86,918

 

 

 

1,863

 

 

 

112,136

 

 

 

88,781

 

 

 

200,917

 

 

 

(8,060

)

 

 

192,857

 

 

 

(2,200

)

The Shops at Hampton Oaks

 

 

843

 

 

 

372

 

 

 

85

 

 

 

737

 

 

 

563

 

 

 

1,300

 

 

 

(101

)

 

 

1,199

 

 

 

—

 

The Village at Hunter's Lake

 

 

9,666

 

 

 

12,900

 

 

 

6

 

 

 

9,666

 

 

 

12,906

 

 

 

22,572

 

 

 

(1,231

)

 

 

21,341

 

 

 

—

 

The Village at Riverstone

 

 

17,179

 

 

 

13,013

 

 

 

(104

)

 

 

17,179

 

 

 

12,909

 

 

 

30,088

 

 

 

(2,347

)

 

 

27,741

 

 

 

—

 

Town and Country

 

 

4,664

 

 

 

5,207

 

 

 

22

 

 

 

4,664

 

 

 

5,229

 

 

 

9,893

 

 

 

(1,558

)

 

 

8,335

 

 

 

—

 

Town Square

 

 

883

 

 

 

8,132

 

 

 

193

 

 

 

883

 

 

 

8,325

 

 

 

9,208

 

 

 

(5,462

)

 

 

3,746

 

 

 

—

 

Treasure Coast Plaza

 

 

7,553

 

 

 

21,554

 

 

 

1,024

 

 

 

7,553

 

 

 

22,578

 

 

 

30,131

 

 

 

(4,296

)

 

 

25,835

 

 

 

(1,598

)

Tustin Legacy

 

 

13,829

 

 

 

23,922

 

 

 

8

 

 

 

13,828

 

 

 

23,931

 

 

 

37,759

 

 

 

(4,988

)

 

 

32,771

 

 

 

—

 

Twin City Plaza

 

 

17,245

 

 

 

44,225

 

 

 

2,606

 

 

 

17,263

 

 

 

46,813

 

 

 

64,076

 

 

 

(20,005

)

 

 

44,071

 

 

 

—

 

Twin Peaks

 

 

5,200

 

 

 

25,827

 

 

 

9,444

 

 

 

6,067

 

 

 

34,404

 

 

 

40,471

 

 

 

(16,598

)

 

 

23,873

 

 

 

—

 

Unigold Shopping Center

 

 

5,490

 

 

 

5,144

 

 

 

6,625

 

 

 

5,561

 

 

 

11,698

 

 

 

17,259

 

 

 

(3,818

)

 

 

13,441

 

 

 

—

 

University Commons

 

 

4,070

 

 

 

30,785

 

 

 

529

 

 

 

4,070

 

 

 

31,314

 

 

 

35,384

 

 

 

(7,967

)

 

 

27,417

 

 

 

—

 

Valencia Crossroads

 

 

17,921

 

 

 

17,659

 

 

 

1,349

 

 

 

17,921

 

 

 

19,008

 

 

 

36,929

 

 

 

(17,083

)

 

 

19,846

 

 

 

—

 

Valley Stream

 

 

13,297

 

 

 

16,241

 

 

 

—

 

 

 

13,297

 

 

 

16,241

 

 

 

29,538

 

 

 

—

 

 

 

29,538

 

 

 

—

 

Village at La Floresta

 

 

13,140

 

 

 

20,559

 

 

 

(341

)

 

 

13,156

 

 

 

20,202

 

 

 

33,358

 

 

 

(6,566

)

 

 

26,792

 

 

 

—

 

Village at Lee Airpark

 

 

11,099

 

 

 

12,975

 

 

 

3,380

 

 

 

11,803

 

 

 

15,651

 

 

 

27,454

 

 

 

(12,485

)

 

 

14,969

 

 

 

—

 

Village Center

 

 

3,885

 

 

 

14,131

 

 

 

9,786

 

 

 

5,480

 

 

 

22,322

 

 

 

27,802

 

 

 

(11,968

)

 

 

15,834

 

 

 

—

 

Von's Circle Center

 

 

49,037

 

 

 

22,618

 

 

 

590

 

 

 

49,037

 

 

 

23,208

 

 

 

72,245

 

 

 

(4,333

)

 

 

67,912

 

 

 

(5,751

)

Wading River

 

 

14,969

 

 

 

18,641

 

 

 

—

 

 

 

14,969

 

 

 

18,641

 

 

 

33,610

 

 

 

—

 

 

 

33,610

 

 

 

—

 

Walker Center

 

 

3,840

 

 

 

7,232

 

 

 

4,240

 

 

 

3,878

 

 

 

11,434

 

 

 

15,312

 

 

 

(8,131

)

 

 

7,181

 

 

 

—

 

Walmart Norwalk

 

 

20,394

 

 

 

21,261

 

 

 

9

 

 

 

20,394

 

 

 

21,270

 

 

 

41,664

 

 

 

(4,510

)

 

 

37,154

 

 

 

—

 

Waterstone Plaza

 

 

5,498

 

 

 

13,500

 

 

 

62

 

 

 

5,498

 

 

 

13,562

 

 

 

19,060

 

 

 

(2,531

)

 

 

16,529

 

 

 

—

 

Welleby Plaza

 

 

1,496

 

 

 

7,787

 

 

 

1,733

 

 

 

1,496

 

 

 

9,520

 

 

 

11,016

 

 

 

(8,532

)

 

 

2,484

 

 

 

—

 

Wellington Town Square

 

 

2,041

 

 

 

12,131

 

 

 

2,192

 

 

 

2,597

 

 

 

13,767

 

 

 

16,364

 

 

 

(7,128

)

 

 

9,236

 

 

 

—

 

West Bird Plaza

 

 

12,934

 

 

 

18,594

 

 

 

2,430

 

 

 

15,209

 

 

 

18,749

 

 

 

33,958

 

 

 

(1,914

)

 

 

32,044

 

 

 

—

 

West Chester Plaza

 

 

1,857

 

 

 

7,572

 

 

 

668

 

 

 

1,857

 

 

 

8,240

 

 

 

10,097

 

 

 

(6,430

)

 

 

3,667

 

 

 

—

 

West Lake Shopping Center

 

 

10,561

 

 

 

9,792

 

 

 

162

 

 

 

10,561

 

 

 

9,954

 

 

 

20,515

 

 

 

(2,449

)

 

 

18,066

 

 

 

—

 

West Park Plaza

 

 

5,840

 

 

 

5,759

 

 

 

2,478

 

 

 

5,840

 

 

 

8,237

 

 

 

14,077

 

 

 

(4,870

)

 

 

9,207

 

 

 

—

 

Westbard Square

 

 

127,859

 

 

 

21,514

 

 

 

(2,052

)

 

 

127,569

 

 

 

19,752

 

 

 

147,321

 

 

 

(19,052

)

 

 

128,269

 

 

 

—

 

Westbury Plaza

 

 

116,129

 

 

 

51,460

 

 

 

5,073

 

 

 

117,396

 

 

 

55,266

 

 

 

172,662

 

 

 

(10,521

)

 

 

162,141

 

 

 

(88,000

)

Westchase

 

 

5,302

 

 

 

8,273

 

 

 

1,129

 

 

 

5,302

 

 

 

9,402

 

 

 

14,704

 

 

 

(4,430

)

 

 

10,274

 

 

 

—

 

Westchester Commons

 

 

3,366

 

 

 

11,751

 

 

 

10,944

 

 

 

4,894

 

 

 

21,167

 

 

 

26,061

 

 

 

(9,671

)

 

 

16,390

 

 

 

—

 

113

REGENCY CENTERS CORPORATION AND REGENCY CENTERS, L.P.

Schedule III - Consolidated Real Estate and Accumulated Depreciation

December 31, 2021

(in thousands)

 

 

Initial Cost

 

 

 

 

 

Total Cost

 

 

 

 

 

Net Cost

 

 

 

 

Shopping Centers (1)

 

Land & Land
Improvements

 

 

Building &
Improvements

 

 

Cost
Capitalized
Subsequent to
Acquisition (2)

 

 

Land & Land
Improvements

 

 

Building &
Improvements

 

 

Total

 

 

Accumulated
Depreciation

 

 

Net of
Accumulated
Depreciation

 

 

Mortgages

 

Westlake Village Plaza and Center

 

 

7,043

 

 

 

27,195

 

 

 

30,201

 

 

 

17,620

 

 

 

46,819

 

 

 

64,439

 

 

 

(30,965

)

 

 

33,474

 

 

 

—

 

Westport Plaza

 

 

9,035

 

 

 

7,455

 

 

 

(42

)

 

 

9,035

 

 

 

7,413

 

 

 

16,448

 

 

 

(1,623

)

 

 

14,825

 

 

 

(1,789

)

Westport Row

 

 

43,597

 

 

 

16,428

 

 

 

5,937

 

 

 

45,260

 

 

 

20,702

 

 

 

65,962

 

 

 

(4,278

)

 

 

61,684

 

 

 

—

 

Westwood Village

 

 

19,933

 

 

 

25,301

 

 

 

(1,596

)

 

 

18,979

 

 

 

24,659

 

 

 

43,638

 

 

 

(16,464

)

 

 

27,174

 

 

 

—

 

Willa Springs

 

 

13,322

 

 

 

15,314

 

 

 

7

 

 

 

13,322

 

 

 

15,321

 

 

 

28,643

 

 

 

(240

)

 

 

28,403

 

 

 

(16,700

)

Williamsburg at Dunwoody

 

 

7,435

 

 

 

3,721

 

 

 

940

 

 

 

7,444

 

 

 

4,652

 

 

 

12,096

 

 

 

(1,248

)

 

 

10,848

 

 

 

—

 

Willow Festival

 

 

1,954

 

 

 

56,501

 

 

 

3,384

 

 

 

1,976

 

 

 

59,863

 

 

 

61,839

 

 

 

(20,061

)

 

 

41,778

 

 

 

—

 

Willow Oaks

 

 

6,664

 

 

 

7,908

 

 

 

(359

)

 

 

6,294

 

 

 

7,919

 

 

 

14,213

 

 

 

(3,049

)

 

 

11,164

 

 

 

—

 

Willows Shopping Center

 

 

51,964

 

 

 

78,029

 

 

 

1,261

 

 

 

51,992

 

 

 

79,262

 

 

 

131,254

 

 

 

(12,489

)

 

 

118,765

 

 

 

—

 

Woodcroft Shopping Center

 

 

1,419

 

 

 

6,284

 

 

 

1,480

 

 

 

1,421

 

 

 

7,762

 

 

 

9,183

 

 

 

(5,289

)

 

 

3,894

 

 

 

—

 

Woodman Van Nuys

 

 

5,500

 

 

 

7,195

 

 

 

440

 

 

 

5,500

 

 

 

7,635

 

 

 

13,135

 

 

 

(4,526

)

 

 

8,609

 

 

 

—

 

Woodmen Plaza

 

 

7,621

 

 

 

11,018

 

 

 

1,330

 

 

 

7,621

 

 

 

12,348

 

 

 

19,969

 

 

 

(11,665

)

 

 

8,304

 

 

 

—

 

Woodside Central

 

 

3,500

 

 

 

9,288

 

 

 

639

 

 

 

3,489

 

 

 

9,938

 

 

 

13,427

 

 

 

(5,954

)

 

 

7,473

 

 

 

—

 

Corporate Assets

 

 

—

 

 

 

—

 

 

 

1,333

 

 

 

—

 

 

 

1,333

 

 

 

1,333

 

 

 

(1,330

)

 

 

3

 

 

 

—

 

Land held for future development

 

 

13,248

 

 

 

—

 

 

 

(4,111

)

 

 

9,137

 

 

 

—

 

 

 

9,137

 

 

 

—

 

 

 

9,137

 

 

 

—

 

Construction in progress

 

 

—

 

 

 

—

 

 

 

139,300

 

 

 

—

 

 

 

139,300

 

 

 

139,300

 

 

 

—

 

 

 

139,300

 

 

 

—

 

 

 

$

4,979,957

 

 

 

5,737,690

 

 

 

777,934

 

 

 

5,024,697

 

 

 

6,470,884

 

 

 

11,495,581

 

 

 

(2,174,963

)

 

 

9,320,618

 

 

 

(467,448

)

(1)
See Item 2, Properties, for geographic location and year each operating property was acquired.
(in thousands except per share and per unit data) First Quarter Second Quarter Third Quarter Fourth Quarter
Year ended December 31, 2018        
Operating Data:        
Revenue $276,693
 281,412
 278,310
 284,560
         
Net income attributable to common stockholders $52,660
 47,841
 69,722
 78,904
Net income attributable to exchangeable operating partnership units 111
 100
 147
 167
Net income attributable to common unit holders $52,771
 47,941
 69,869
 79,071
         
Net income attributable to common stock and unit holders per share and unit:        
Basic $0.31
 0.28
 0.41
 0.47
Diluted $0.31
 0.28
 0.41
 0.46
         
Year ended December 31, 2017        
Operating Data:        
Revenue $196,131
 261,305
 262,141
 264,749
         
Net (loss) income attributable to common stockholders $(33,223) 48,368
 59,666
 85,138
Net (loss) income attributable to exchangeable operating partnership units (19) 104
 132
 171
Net (loss) income attributable to common unit holders $(33,242) 48,472
 59,798
 85,309
         
Net (loss) 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
(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.
REGENCY CENTERS CORPORATION AND REGENCY CENTERS, L.P.
Schedule III - Consolidated Real Estate and Accumulated Depreciation
December 31, 2018
(in thousands)
                   
  Initial Cost   Total Cost   Net Cost  
Shopping Centers (1)
  Land & Land Improvements  Building & Improvements 
 Cost Capitalized
 Subsequent to
 Acquisition (2)
  Land & Land Improvements  Building & Improvements  Total  Accumulated Depreciation  Net of Accumulated Depreciation  Mortgages
101 7th Avenue $48,340
 34,895
 —
 48,340
 34,895
 83,235
 1,834
 81,401
 —
1175 Third Avenue 40,560
 25,617
 —
 40,560
 25,617
 66,177
 1,371
 64,806
 —
1225-1239 Second Ave 23,033
 17,173
 45
 23,033
 17,218
 40,251
 989
 39,262
 —
200 Potrero 4,860
 2,251
 125
 4,860
 2,376
 7,236
 102
 7,134
 —
22 Crescent Road 2,198
 272
 —
 2,198
 272
 2,470
 39
 2,431
 —
4S Commons Town Center 30,760
 35,830
 1,286
 30,812
 37,064
 67,876
 24,513
 43,363
 85,000
90-30 Metropolitan Avenue 16,614
 24,171
 18
 16,614
 24,189
 40,803
 1,381
 39,422
 —
91 Danbury Road 732
 851
 —
 732
 851
 1,583
 67
 1,516
 —
Alafaya Village 3,004
 5,852
 109
 3,004
 5,961
 8,965
 465
 8,500
 —
Amerige Heights Town Center 10,109
 11,288
 735
 10,109
 12,023
 22,132
 4,804
 17,328
 —
Anastasia Plaza 9,065
 —
 688
 3,338
 6,415
 9,753
 2,593
 7,160
 —
Ashford Place 2,584
 9,865
 1,142
 2,584
 11,007
 13,591
 7,666
 5,925
 —
Atlantic Village 4,282
 18,827
 697
 4,282
 19,524
 23,806
 1,502
 22,304
 —
Aventura Shopping Center 2,751
 10,459
 10,926
 9,407
 14,729
 24,136
 943
 23,193
 —
Aventura Square 88,098
 20,771
 1,706
 89,657
 20,918
 110,575
 1,529
 109,046
 7,083
Balboa Mesa Shopping Center 23,074
 33,838
 14,059
 27,758
 43,213
 70,971
 11,900
 59,071
 —
Banco Popular Building 2,160
 1,137
 (33) 2,160
 1,104
 3,264
 70
 3,194
 —
Belleview Square 8,132
 9,756
 2,975
 8,323
 12,540
 20,863
 7,949
 12,914
 —
Belmont Chase 13,881
 17,193
 (600) 14,372
 16,102
 30,474
 3,637
 26,837
 —
Berkshire Commons 2,295
 9,551
 2,630
 2,965
 11,511
 14,476
 7,763
 6,713
 —
Bird 107 Plaza 10,371
 5,136
 21
 10,371
 5,157
 15,528
 423
 15,105
 —
Bird Ludlam 42,663
 38,481
 285
 42,663
 38,766
 81,429
 2,649
 78,780
 —
Black Rock 22,251
 20,815
 630
 22,251
 21,445
 43,696
 4,310
 39,386
 20,000
Bloomingdale Square 3,940
 14,912
 1,480
 4,471
 15,861
 20,332
 8,851
 11,481
 —
Bluffs Square Shoppes 7,431
 12,053
 874
 7,431
 12,927
 20,358
 1,203
 19,155
 —
Boca Village Square 43,888
 9,726
 (34) 43,888
 9,692
 53,580
 981
 52,599
 —
Boulevard Center 3,659
 10,787
 2,434
 3,659
 13,221
 16,880
 7,085
 9,795
 —
Boynton Lakes Plaza 2,628
 11,236
 4,988
 3,606
 15,246
 18,852
 7,406
 11,446
 —
Boynton Plaza 12,879
 20,713
 160
 12,879
 20,873
 33,752
 1,533
 32,219
 —
Brentwood Plaza 2,788
 3,473
 333
 2,788
 3,806
 6,594
 1,391
 5,203
 —
Briarcliff La Vista 694
 3,292
 495
 694
 3,787
 4,481
 2,884
 1,597
 —
Briarcliff Village 4,597
 24,836
 2,504
 4,597
 27,340
 31,937
 18,513
 13,424
 —


REGENCY CENTERS CORPORATION AND REGENCY CENTERS, L.P.
Schedule III - Consolidated Real Estate and Accumulated Depreciation
December 31, 2018
(in thousands)
                   
  Initial Cost   Total Cost   Net Cost  
Shopping Centers (1)
  Land & Land Improvements  Building & Improvements 
 Cost Capitalized
 Subsequent to
 Acquisition (2)
  Land & Land Improvements  Building & Improvements  Total  Accumulated Depreciation  Net of Accumulated Depreciation  Mortgages
Brick Walk 25,299
 41,995
 1,328
 25,299
 43,323
 68,622
 6,810
 61,812
 33,000
BridgeMill Market 7,521
 13,306
 292
 7,522
 13,597
 21,119
 1,184
 19,935
 5,109
Bridgeton 3,033
 8,137
 548
 3,067
 8,651
 11,718
 2,595
 9,123
 —
Brighten Park 3,983
 18,687
 11,471
 4,234
 29,907
 34,141
 15,933
 18,208
 —
Broadway Plaza 40,723
 42,170
 1,385
 40,723
 43,555
 84,278
 2,641
 81,637
 —
Brooklyn Station on Riverside 7,019
 8,688
 99
 7,019
 8,787
 15,806
 1,470
 14,336
 —
Brookside Plaza 35,161
 17,494
 198
 35,161
 17,692
 52,853
 1,885
 50,968
 —
Buckhead Court 1,417
 7,432
 3,856
 1,417
 11,288
 12,705
 6,929
 5,776
 —
Buckhead Station 70,411
 36,518
 616
 70,448
 37,097
 107,545
 3,109
 104,436
 —
Buckley Square 2,970
 5,978
 1,212
 2,970
 7,190
 10,160
 4,268
 5,892
 —
Caligo Crossing 2,459
 4,897
 (7) 2,546
 4,803
 7,349
 2,823
 4,526
 —
Cambridge Square 774
 4,347
 803
 774
 5,150
 5,924
 3,274
 2,650
 —
Carmel Commons 2,466
 12,548
 5,456
 3,422
 17,048
 20,470
 9,810
 10,660
 —
Carriage Gate 833
 4,974
 3,381
 1,302
 7,886
 9,188
 6,065
 3,123
 —
Carytown Exchange 4,378
 1,328
 —
 4,378
 1,328
 5,706
 —
 5,706
 —
Cashmere Corners 3,187
 9,397
 203
 3,187
 9,600
 12,787
 878
 11,909
 —
Centerplace of Greeley III 6,661
 11,502
 206
 5,694
 12,675
 18,369
 4,885
 13,484
 —
Charlotte Square 1,141
 6,845
 552
 1,141
 7,397
 8,538
 697
 7,841
 —
Chasewood Plaza 4,612
 20,829
 5,555
 6,876
 24,120
 30,996
 17,147
 13,849
 —
Chastain Square 30,074
 12,644
 1,340
 30,074
 13,984
 44,058
 1,344
 42,714
 —
Cherry Grove 3,533
 15,862
 4,501
 3,533
 20,363
 23,896
 10,370
 13,526
 —
Chimney Rock 25,666
 46,782
 —
 25,666
 46,782
 72,448
 2,587
 69,861
 —
Circle Center West 22,930
 9,028
 74
 22,930
 9,102
 32,032
 739
 31,293
 9,864
CityLine Market 12,208
 15,839
 153
 12,306
 15,894
 28,200
 2,264
 25,936
 —
CityLine Market Phase II 2,744
 3,081
 —
 2,744
 3,081
 5,825
 369
 5,456
 —
Clayton Valley Shopping Center 24,189
 35,422
 2,814
 24,538
 37,887
 62,425
 24,506
 37,919
 —
Clocktower Plaza Shopping Ctr 49,630
 19,624
 127
 49,630
 19,751
 69,381
 1,312
 68,069
 —
Clybourn Commons 15,056
 5,594
 334
 15,056
 5,928
 20,984
 1,192
 19,792
 —
Cochran's Crossing 13,154
 12,315
 1,522
 13,154
 13,837
 26,991
 9,801
 17,190
 —
Compo Acres Shopping Center 28,627
 10,395
 608
 28,627
 11,003
 39,630
 681
 38,949
 —
Concord Shopping Plaza 30,819
 36,506
 637
 31,272
 36,690
 67,962
 2,410
 65,552
 27,750
Copps Hill Plaza 29,515
 40,673
 203
 29,514
 40,877
 70,391
 2,842
 67,549
 13,293


REGENCY CENTERS CORPORATION AND REGENCY CENTERS, L.P.
Schedule III - Consolidated Real Estate and Accumulated Depreciation
December 31, 2018
(in thousands)
                   
  Initial Cost   Total Cost   Net Cost  
Shopping Centers (1)
  Land & Land Improvements  Building & Improvements 
 Cost Capitalized
 Subsequent to
 Acquisition (2)
  Land & Land Improvements  Building & Improvements  Total  Accumulated Depreciation  Net of Accumulated Depreciation  Mortgages
Coral Reef Shopping Center 14,922
 15,200
 565
 14,922
 15,765
 30,687
 1,100
 29,587
 —
Corkscrew Village 8,407
 8,004
 600
 8,407
 8,604
 17,011
 3,466
 13,545
 —
Cornerstone Square 1,772
 6,944
 1,682
 1,772
 8,626
 10,398
 5,619
 4,779
 —
Corvallis Market Center 6,674
 12,244
 456
 6,696
 12,678
 19,374
 5,825
 13,549
 —
Costa Verde Center 12,740
 26,868
 1,693
 12,798
 28,503
 41,301
 16,188
 25,113
 —
Countryside Shops 17,982
 35,574
 13,934
 23,038
 44,452
 67,490
 2,691
 64,799
 —
Courtyard Shopping Center 5,867
 4
 3
 5,867
 7
 5,874
 2
 5,872
 —
Culver Center 108,841
 32,308
 565
 108,841
 32,873
 141,714
 2,548
 139,166
 —
Danbury Green 30,303
 19,255
 122
 30,303
 19,377
 49,680
 1,317
 48,363
 —
Dardenne Crossing 4,194
 4,005
 393
 4,343
 4,249
 8,592
 1,814
 6,778
 —
Darinor Plaza 693
 32,140
 688
 711
 32,810
 33,521
 2,235
 31,286
 —
Diablo Plaza 5,300
 8,181
 1,641
 5,300
 9,822
 15,122
 5,258
 9,864
 —
Dunwoody Village 3,342
 15,934
 4,512
 3,342
 20,446
 23,788
 14,284
 9,504
 —
East Pointe 1,730
 7,189
 2,090
 1,941
 9,068
 11,009
 5,570
 5,439
 —
El Camino Shopping Center 7,600
 11,538
 13,155
 10,266
 22,027
 32,293
 7,581
 24,712
 —
El Cerrito Plaza 11,025
 27,371
 2,092
 11,025
 29,463
 40,488
 10,480
 30,008
 —
El Norte Parkway Plaza 2,834
 7,370
 3,373
 3,263
 10,314
 13,577
 5,399
 8,178
 —
Elmwood Oaks Shopping Center 5,427
 9,255
 386
 5,427
 9,641
 15,068
 1,152
 13,916
 —
Encina Grande 5,040
 11,572
 19,531
 10,086
 26,057
 36,143
 11,152
 24,991
 —
Fairfield Center 6,731
 29,420
 752
 6,731
 30,172
 36,903
 4,574
 32,329
 —
Falcon Marketplace 1,340
 4,168
 162
 1,340
 4,330
 5,670
 2,240
 3,430
 —
Fellsway Plaza 30,712
 7,327
 10,105
 34,923
 13,221
 48,144
 5,014
 43,130
 37,500
Fenton Marketplace 2,298
 8,510
 (8,151) 512
 2,145
 2,657
 853
 1,804
 —
Fleming Island 3,077
 11,587
 3,006
 3,111
 14,559
 17,670
 7,823
 9,847
 —
Folsom Prairie City Crossing 4,164
 13,032
 620
 4,164
 13,652
 17,816
 6,271
 11,545
 —
Fountain Square 29,650
 28,984
 39
 29,712
 28,961
 58,673
 6,477
 52,196
 —
French Valley Village Center 11,924
 16,856
 266
 11,822
 17,224
 29,046
 12,220
 16,826
 —
Friars Mission Center 6,660
 28,021
 1,810
 6,660
 29,831
 36,491
 15,045
 21,446
 —
Gardens Square 2,136
 8,273
 620
 2,136
 8,893
 11,029
 5,000
 6,029
 —
Gateway 101 24,971
 9,113
 (1,302) 24,971
 7,811
 32,782
 3,219
 29,563
 —
Gateway Shopping Center 52,665
 7,134
 9,603
 55,346
 14,056
 69,402
 15,180
 54,222
 —
Gelson's Westlake Market Plaza 3,157
 11,153
 5,793
 4,654
 15,449
 20,103
 6,837
 13,266
 —


REGENCY CENTERS CORPORATION AND REGENCY CENTERS, L.P.
Schedule III - Consolidated Real Estate and Accumulated Depreciation
December 31, 2018
(in thousands)
                   
  Initial Cost   Total Cost   Net Cost  
Shopping Centers (1)
  Land & Land Improvements  Building & Improvements 
 Cost Capitalized
 Subsequent to
 Acquisition (2)
  Land & Land Improvements  Building & Improvements  Total  Accumulated Depreciation  Net of Accumulated Depreciation  Mortgages
Glen Oak Plaza 4,103
 12,951
 863
 4,103
 13,814
 17,917
 3,858
 14,059
 —
Glengary Shoppes 9,120
 11,541
 14
 9,120
 11,555
 20,675
 1,046
 19,629
 —
Glenwood Village 1,194
 5,381
 311
 1,194
 5,692
 6,886
 4,288
 2,598
 —
Golden Hills Plaza 12,699
 18,482
 3,680
 11,518
 23,343
 34,861
 8,807
 26,054
 —
Grand Ridge Plaza 24,208
 61,033
 6,106
 24,918
 66,429
 91,347
 17,134
 74,213
 —
Greenwood Shopping Centre 7,777
 24,829
 375
 7,777
 25,204
 32,981
 1,865
 31,116
 —
Hammocks Town Center 28,764
 25,113
 (19) 28,764
 25,094
 53,858
 2,149
 51,709
 —
Hancock 8,232
 28,260
 2,056
 8,232
 30,316
 38,548
 16,351
 22,197
 —
Harpeth Village Fieldstone 2,284
 9,443
 620
 2,284
 10,063
 12,347
 5,293
 7,054
 —
Harris Crossing 7,199
 3,687
 (1,615) 5,508
 3,763
 9,271
 2,425
 6,846
 —
Heritage Plaza 12,390
 26,097
 14,098
 12,215
 40,370
 52,585
 17,549
 35,036
 —
Hershey 7
 808
 9
 7
 817
 824
 430
 394
 —
Hewlett Crossing I & II 11,850
 18,205
 680
 11,850
 18,885
 30,735
 603
 30,132
 9,559
Hibernia Pavilion 4,929
 5,065
 162
 4,929
 5,227
 10,156
 2,970
 7,186
 —
Hickory Creek Plaza 5,629
 4,564
 445
 5,629
 5,009
 10,638
 4,263
 6,375
 —
Hillcrest Village 1,600
 1,909
 51
 1,600
 1,960
 3,560
 997
 2,563
 —
Hilltop Village 2,995
 4,581
 3,593
 3,104
 8,065
 11,169
 2,296
 8,873
 —
Hinsdale 5,734
 16,709
 11,498
 8,343
 25,598
 33,941
 12,666
 21,275
 —
Holly Park 8,975
 23,799
 (112) 8,828
 23,834
 32,662
 4,366
 28,296
 —
Homestead McDonald's 2,229
 —
 —
 2,229
 —
 2,229
 15
 2,214
 —
Howell Mill Village 5,157
 14,279
 2,692
 5,157
 16,971
 22,128
 6,226
 15,902
 —
Hyde Park 9,809
 39,905
 3,522
 9,809
 43,427
 53,236
 25,026
 28,210
 —
Indian Springs Center 24,974
 25,903
 204
 25,034
 26,047
 51,081
 3,988
 47,093
 —
Inglewood Plaza 1,300
 2,159
 657
 1,300
 2,816
 4,116
 1,496
 2,620
 —
Jefferson Square 5,167
 6,445
 (7,219) 1,894
 2,499
 4,393
 797
 3,596
 —
Keller Town Center 2,294
 12,841
 666
 2,404
 13,397
 15,801
 6,787
 9,014
 —
Kent Place 4,855
 3,586
 938
 5,269
 4,110
 9,379
 986
 8,393
 8,250
Kirkman Shoppes 9,364
 26,243
 540
 9,367
 26,780
 36,147
 1,827
 34,320
 —
Kirkwood Commons 6,772
 16,224
 838
 6,802
 17,032
 23,834
 4,539
 19,295
 8,742
Klahanie Shopping Center 14,451
 20,089
 490
 14,451
 20,579
 35,030
 1,906
 33,124
 —
Kroger New Albany Center 3,844
 6,599
 1,278
 3,844
 7,877
 11,721
 5,472
 6,249
 —
Lake Mary Centre 24,036
 57,476
 576
 24,036
 58,052
 82,088
 4,546
 77,542
 —


REGENCY CENTERS CORPORATION AND REGENCY CENTERS, L.P.
Schedule III - Consolidated Real Estate and Accumulated Depreciation
December 31, 2018
(in thousands)
                   
  Initial Cost   Total Cost   Net Cost  
Shopping Centers (1)
  Land & Land Improvements  Building & Improvements 
 Cost Capitalized
 Subsequent to
 Acquisition (2)
  Land & Land Improvements  Building & Improvements  Total  Accumulated Depreciation  Net of Accumulated Depreciation  Mortgages
Lake Pine Plaza 2,008
 7,632
 767
 2,029
 8,378
 10,407
 4,554
 5,853
 —
Lantana Outparcels 3,710
 1,004
 —
 3,710
 1,004
 4,714
 157
 4,557
 —
Lebanon/Legacy Center 3,913
 7,874
 689
 3,913
 8,563
 12,476
 5,903
 6,573
 —
Littleton Square 2,030
 8,859
 (3,867) 2,423
 4,599
 7,022
 2,186
 4,836
 —
Lloyd King Center 1,779
 10,060
 1,213
 1,779
 11,273
 13,052
 6,224
 6,828
 —
Lower Nazareth Commons 15,992
 12,964
 3,664
 16,343
 16,277
 32,620
 8,616
 24,004
 —
Mandarin Landing 7,913
 27,230
 309
 7,913
 27,539
 35,452
 2,036
 33,416
 —
Market at Colonnade Center 6,455
 9,839
 87
 6,160
 10,221
 16,381
 3,877
 12,504
 —
Market at Preston Forest 4,400
 11,445
 1,291
 4,400
 12,736
 17,136
 6,915
 10,221
 —
Market at Round Rock 2,000
 9,676
 6,543
 1,996
 16,223
 18,219
 9,577
 8,642
 —
Market at Springwoods Village 12,712
 12,351
 —
 12,712
 12,351
 25,063
 988
 24,075
 10,309
Market Common Clarendon 154,932
 126,328
 712
 154,932
 127,040
 281,972
 14,928
 267,044
 —
Marketplace at Briargate 1,706
 4,885
 87
 1,727
 4,951
 6,678
 2,668
 4,010
 —
Mellody Farm 34,866
 54,861
 —
 34,866
 54,861
 89,727
 725
 89,002
 —
Millhopper Shopping Center 1,073
 5,358
 5,980
 1,901
 10,510
 12,411
 6,906
 5,505
 —
Mockingbird Commons 3,000
 10,728
 2,176
 3,000
 12,904
 15,904
 6,447
 9,457
 —
Monument Jackson Creek 2,999
 6,765
 807
 2,999
 7,572
 10,571
 5,563
 5,008
 —
Morningside Plaza 4,300
 13,951
 868
 4,300
 14,819
 19,119
 7,812
 11,307
 —
Murryhill Marketplace 2,670
 18,401
 13,193
 2,903
 31,361
 34,264
 12,791
 21,473
 —
Naples Walk 18,173
 13,554
 1,126
 18,173
 14,680
 32,853
 6,193
 26,660
 —
Newberry Square 2,412
 10,150
 834
 2,412
 10,984
 13,396
 8,302
 5,094
 —
Newland Center 12,500
 10,697
 8,247
 16,192
 15,252
 31,444
 7,894
 23,550
 —
Nocatee Town Center 10,124
 8,691
 7,358
 10,582
 15,591
 26,173
 5,312
 20,861
 —
North Hills 4,900
 19,774
 1,372
 4,900
 21,146
 26,046
 11,108
 14,938
 —
Northgate Marketplace 5,668
 13,727
 (52) 4,995
 14,348
 19,343
 4,786
 14,557
 —
Northgate Marketplace Phase II 12,189
 30,160
 —
 12,189
 30,160
 42,349
 3,105
 39,244
 —
Northgate Plaza (Maxtown Road) 1,769
 6,652
 4,899
 2,840
 10,480
 13,320
 4,766
 8,554
 —
Northgate Square 5,011
 8,692
 1,073
 5,011
 9,765
 14,776
 4,086
 10,690
 —
Northlake Village 2,662
 11,284
 1,717
 2,686
 12,977
 15,663
 6,661
 9,002
 —
Oak Shade Town Center 6,591
 28,966
 670
 6,591
 29,636
 36,227
 8,020
 28,207
 7,570
Oakbrook Plaza 4,000
 6,668
 5,316
 4,756
 11,228
 15,984
 4,182
 11,802
 —
Oakleaf Commons 3,503
 11,671
 256
 3,190
 12,240
 15,430
 5,844
 9,586
 —


REGENCY CENTERS CORPORATION AND REGENCY CENTERS, L.P.
Schedule III - Consolidated Real Estate and Accumulated Depreciation
December 31, 2018
(in thousands)
                   
  Initial Cost   Total Cost   Net Cost  
Shopping Centers (1)
  Land & Land Improvements  Building & Improvements 
 Cost Capitalized
 Subsequent to
 Acquisition (2)
  Land & Land Improvements  Building & Improvements  Total  Accumulated Depreciation  Net of Accumulated Depreciation  Mortgages
Ocala Corners 1,816
 10,515
 522
 1,816
 11,037
 12,853
 3,764
 9,089
 4,148
Old St Augustine Plaza 2,368
 11,405
 7,771
 3,178
 18,366
 21,544
 7,068
 14,476
 —
Pablo Plaza 11,894
 21,407
 2,322
 12,596
 23,027
 35,623
 3,338
 32,285
 —
Paces Ferry Plaza 2,812
 12,639
 14,626
 8,318
 21,759
 30,077
 8,439
 21,638
 —
Panther Creek 14,414
 14,748
 4,935
 15,212
 18,885
 34,097
 12,667
 21,430
 —
Pavilion 15,626
 22,124
 446
 15,626
 22,570
 38,196
 1,848
 36,348
 —
Peartree Village 5,197
 19,746
 873
 5,197
 20,619
 25,816
 12,325
 13,491
 —
Persimmons Place 25,975
 38,114
 187
 26,692
 37,584
 64,276
 7,514
 56,762
 —
Piedmont Peachtree Crossing 45,502
 16,642
 128
 45,502
 16,770
 62,272
 1,471
 60,801
 —
Pike Creek 5,153
 20,652
 2,555
 5,251
 23,109
 28,360
 12,453
 15,907
 —
Pine Island 21,086
 28,123
 2,432
 21,086
 30,555
 51,641
 2,772
 48,869
 —
Pine Lake Village 6,300
 10,991
 1,287
 6,300
 12,278
 18,578
 6,458
 12,120
 —
Pine Ridge Square 13,951
 23,147
 210
 13,951
 23,357
 37,308
 1,730
 35,578
 —
Pine Tree Plaza 668
 6,220
 626
 668
 6,846
 7,514
 3,682
 3,832
 —
Pinecrest Place 3,753
 12,310
 —
 3,753
 12,310
 16,063
 453
 15,610
 —
Plaza Escuela 24,829
 104,395
 174
 24,829
 104,569
 129,398
 5,472
 123,926
 —
Plaza Hermosa 4,200
 10,109
 3,045
 4,202
 13,152
 17,354
 6,595
 10,759
 —
Pleasanton Plaza 21,839
 24,743
 85
 21,839
 24,828
 46,667
 1,789
 44,878
 —
Point 50 (Formerly Fairfax Shopping Center) 15,239
 11,367
 (16,447) 10,159
 —
 10,159
 —
 10,159
 —
Point Royale Shopping Center 18,201
 14,889
 6,158
 19,372
 19,876
 39,248
 1,762
 37,486
 —
Post Road Plaza 15,240
 5,196
 152
 15,240
 5,348
 20,588
 371
 20,217
 —
Potrero Center 133,422
 116,758
 —
 133,422
 116,758
 250,180
 6,259
 243,921
 —
Powell Street Plaza 8,248
 30,716
 2,422
 8,248
 33,138
 41,386
 15,488
 25,898
 —
Powers Ferry Square 3,687
 17,965
 9,403
 5,752
 25,303
 31,055
 15,774
 15,281
 —
Powers Ferry Village 1,191
 4,672
 538
 1,191
 5,210
 6,401
 3,820
 2,581
 —
Preston Oaks 763
 30,438
 1,014
 763
 31,452
 32,215
 5,265
 26,950
 —
Prestonbrook 7,069
 8,622
 573
 7,069
 9,195
 16,264
 6,732
 9,532
 —
Prosperity Centre 11,682
 26,215
 (38) 11,681
 26,178
 37,859
 1,953
 35,906
 —
Ralphs Circle Center 20,939
 6,317
 (21) 20,939
 6,296
 27,235
 552
 26,683
 —
Red Bank Village 10,336
 9,505
 1,964
 10,539
 11,266
 21,805
 2,957
 18,848
 —
Regency Commons 3,917
 3,616
 307
 3,917
 3,923
 7,840
 2,525
 5,315
 —


REGENCY CENTERS CORPORATION AND REGENCY CENTERS, L.P.
Schedule III - Consolidated Real Estate and Accumulated Depreciation
December 31, 2018
(in thousands)
                   
  Initial Cost   Total Cost   Net Cost  
Shopping Centers (1)
  Land & Land Improvements  Building & Improvements 
 Cost Capitalized
 Subsequent to
 Acquisition (2)
  Land & Land Improvements  Building & Improvements  Total  Accumulated Depreciation  Net of Accumulated Depreciation  Mortgages
Regency Square 4,770
 25,191
 6,281
 5,060
 31,182
 36,242
 23,967
 12,275
 —
Rivertowns Square 15,505
 52,505
 586
 15,719
 52,877
 68,596
 1,198
 67,398
 —
Rona Plaza 1,500
 4,917
 259
 1,500
 5,176
 6,676
 2,983
 3,693
 —
Roosevelt Square 40,371
 32,108
 1,324
 40,382
 33,421
 73,803
 1,017
 72,786
 —
Russell Ridge 2,234
 6,903
 1,373
 2,234
 8,276
 10,510
 5,116
 5,394
 —
Ryanwood Square 10,581
 10,044
 27
 10,581
 10,071
 20,652
 974
 19,678
 —
Salerno Village 1,355
 —
 —
 1,355
 —
 1,355
 9
 1,346
 —
Sammamish-Highlands 9,300
 8,075
 8,180
 9,592
 15,963
 25,555
 8,286
 17,269
 —
San Carlos Marketplace 36,006
 57,886
 (6) 36,006
 57,880
 93,886
 3,151
 90,735
 —
San Leandro Plaza 1,300
 8,226
 615
 1,300
 8,841
 10,141
 4,594
 5,547
 —
Sandy Springs 6,889
 28,056
 2,874
 6,889
 30,930
 37,819
 6,539
 31,280
 —
Sawgrass Promenade 10,846
 12,525
 132
 10,846
 12,657
 23,503
 1,099
 22,404
 —
Scripps Ranch Marketplace 59,949
 26,334
 306
 59,949
 26,640
 86,589
 1,018
 85,571
 27,000
Sequoia Station 9,100
 18,356
 1,791
 9,100
 20,147
 29,247
 10,437
 18,810
 —
Serramonte Center 390,106
 172,652
 54,176
 409,772
 207,162
 616,934
 13,114
 603,820
 —
Shaw's at Plymouth 3,968
 8,367
 —
 3,968
 8,367
 12,335
 666
 11,669
 —
Sheridan Plaza 82,260
 97,273
 651
 82,260
 97,924
 180,184
 6,814
 173,370
 —
Sherwood Crossings 2,731
 6,360
 1,176
 2,731
 7,536
 10,267
 3,175
 7,092
 —
Shoppes @ 104 11,193
 —
 2,351
 7,021
 6,523
 13,544
 2,456
 11,088
 —
Shoppes at Homestead 5,420
 9,450
 2,064
 5,420
 11,514
 16,934
 5,859
 11,075
 —
Shoppes at Lago Mar 8,323
 11,347
 (36) 8,323
 11,311
 19,634
 985
 18,649
 —
Shoppes at Sunlake Centre 16,643
 15,091
 195
 16,643
 15,286
 31,929
 1,475
 30,454
 —
Shoppes of Grande Oak 5,091
 5,985
 489
 5,091
 6,474
 11,565
 5,067
 6,498
 —
Shoppes of Jonathan's Landing 4,474
 5,628
 149
 4,474
 5,777
 10,251
 459
 9,792
 —
Shoppes of Oakbrook 20,538
 42,992
 465
 20,538
 43,457
 63,995
 2,987
 61,008
 4,626
Shoppes of Silver Lakes 17,529
 21,829
 (68) 17,529
 21,761
 39,290
 1,812
 37,478
 —
Shoppes of Sunset 2,860
 1,316
 (21) 2,860
 1,295
 4,155
 146
 4,009
 —
Shoppes of Sunset II 2,834
 715
 9
 2,834
 724
 3,558
 123
 3,435
 —
Shops at County Center 9,957
 11,296
 925
 10,254
 11,924
 22,178
 8,699
 13,479
 —
Shops at Erwin Mill 9,082
 6,124
 246
 9,082
 6,370
 15,452
 2,243
 13,209
 10,000
Shops at John's Creek 1,863
 2,014
 (334) 1,501
 2,042
 3,543
 1,334
 2,209
 —


REGENCY CENTERS CORPORATION AND REGENCY CENTERS, L.P.
Schedule III - Consolidated Real Estate and Accumulated Depreciation
December 31, 2018
(in thousands)
                   
  Initial Cost   Total Cost   Net Cost  
Shopping Centers (1)
  Land & Land Improvements  Building & Improvements 
 Cost Capitalized
 Subsequent to
 Acquisition (2)
  Land & Land Improvements  Building & Improvements  Total  Accumulated Depreciation  Net of Accumulated Depreciation  Mortgages
Shops at Mira Vista 11,691
 9,026
 137
 11,691
 9,163
 20,854
 1,779
 19,075
 225
Shops at Quail Creek 1,487
 7,717
 454
 1,458
 8,200
 9,658
 3,436
 6,222
 —
Shops at Saugus 19,201
 17,984
 (120) 18,811
 18,254
 37,065
 9,213
 27,852
 —
Shops at Skylake 84,586
 39,342
 1,270
 85,117
 40,081
 125,198
 3,516
 121,682
 —
Shops on Main 17,020
 27,055
 10,252
 18,555
 35,772
 54,327
 7,634
 46,693
 —
Siegen Village 6,462
 11,834
 268
 6,462
 12,102
 18,564
 1,452
 17,112
 —
Sope Creek Crossing 2,985
 12,001
 3,027
 3,332
 14,681
 18,013
 8,109
 9,904
 —
South Bay Village 11,714
 15,580
 1,739
 11,776
 17,257
 29,033
 3,955
 25,078
 —
South Beach Regional 28,188
 53,405
 490
 28,188
 53,895
 82,083
 4,240
 77,843
 —
South Point 6,563
 7,939
 25
 6,563
 7,964
 14,527
 675
 13,852
 —
Southbury Green 26,661
 34,325
 1,685
 26,686
 35,985
 62,671
 2,358
 60,313
 —
Southcenter 1,300
 12,750
 2,088
 1,300
 14,838
 16,138
 7,568
 8,570
 —
Southpark at Cinco Ranch 18,395
 11,306
 7,371
 21,438
 15,634
 37,072
 5,238
 31,834
 —
SouthPoint Crossing 4,412
 12,235
 1,049
 4,382
 13,314
 17,696
 6,882
 10,814
 —
Starke 71
 1,683
 7
 71
 1,690
 1,761
 771
 990
 —
Star's at Cambridge 31,082
 13,520
 —
 31,082
 13,520
 44,602
 919
 43,683
 —
Star's at Quincy 27,003
 9,425
 —
 27,003
 9,425
 36,428
 1,011
 35,417
 —
Star's at West Roxbury 21,973
 13,386
 (9) 21,973
 13,377
 35,350
 922
 34,428
 —
Sterling Ridge 12,846
 12,162
 826
 12,846
 12,988
 25,834
 9,596
 16,238
 —
Stroh Ranch 4,280
 8,189
 659
 4,280
 8,848
 13,128
 6,276
 6,852
 —
Suncoast Crossing 9,030
 10,764
 4,569
 13,374
 10,989
 24,363
 6,337
 18,026
 —
Talega Village Center 22,415
 12,054
 39
 22,415
 12,093
 34,508
 930
 33,578
 —
Tamarac Town Square 12,584
 9,221
 (5) 12,584
 9,216
 21,800
 919
 20,881
 —
Tanasbourne Market 3,269
 10,861
 (272) 3,269
 10,589
 13,858
 4,958
 8,900
 —
Tassajara Crossing 8,560
 15,464
 1,630
 8,560
 17,094
 25,654
 8,550
 17,104
 —
Tech Ridge Center 12,945
 37,169
 (14) 12,945
 37,155
 50,100
 13,800
 36,300
 5,694
The Abbot (Formerly The Collection at Harvard Square) 72,910
 6,086
 14
 72,910
 6,100
 79,010
 1,984
 77,026
 —
The Field at Commonwealth 25,328
 15,490
 —
 25,328
 15,490
 40,818
 814
 40,004
 —
The Gallery at Westbury Plaza 108,653
 216,771
 885
 108,653
 217,656
 326,309
 12,808
 313,501
 —
The Hub Hillcrest Market 18,773
 61,906
 5,059
 19,611
 66,127
 85,738
 12,181
 73,557
 —
The Marketplace Shopping Center 10,927
 36,052
 161
 10,927
 36,213
 47,140
 2,382
 44,758
 —


REGENCY CENTERS CORPORATION AND REGENCY CENTERS, L.P.
Schedule III - Consolidated Real Estate and Accumulated Depreciation
December 31, 2018
(in thousands)
                   
  Initial Cost   Total Cost   Net Cost  
Shopping Centers (1)
  Land & Land Improvements  Building & Improvements 
 Cost Capitalized
 Subsequent to
 Acquisition (2)
  Land & Land Improvements  Building & Improvements  Total  Accumulated Depreciation  Net of Accumulated Depreciation  Mortgages
The Plaza at St. Lucie West 1,718
 6,204
 (6) 1,718
 6,198
 7,916
 442
 7,474
 —
The Point at Garden City Park 741
 9,764
 5,444
 2,518
 13,431
 15,949
 1,331
 14,618
 —
The Shops at Hampton Oaks 843
 372
 61
 843
 433
 1,276
 54
 1,222
 —
The Shops at Stonewall 27,511
 22,123
 8,787
 28,633
 29,788
 58,421
 17,319
 41,102
 —
The Village at Riverstone 20,645
 11,155
 —
 20,645
 11,155
 31,800
 173
 31,627
 —
The Village Center 43,597
 16,428
 502
 44,070
 16,457
 60,527
 1,261
 59,266
 13,434
Town and Country 4,664
 5,207
 27
 4,664
 5,234
 9,898
 635
 9,263
 —
Town Square 883
 8,132
 378
 883
 8,510
 9,393
 5,030
 4,363
 —
Treasure Coast Plaza 7,553
 21,554
 378
 7,553
 21,932
 29,485
 1,609
 27,876
 2,746
Tustin Legacy 13,836
 23,856
 —
 13,836
 23,856
 37,692
 1,420
 36,272
 —
Twin City Plaza 17,245
 44,225
 2,295
 17,263
 46,502
 63,765
 16,382
 47,383
 —
Twin Peaks 5,200
 25,827
 1,866
 5,200
 27,693
 32,893
 13,947
 18,946
 —
Unigold Shopping Center 5,490
 5,144
 6,320
 5,561
 11,393
 16,954
 810
 16,144
 —
University Commons 4,070
 30,785
 5
 4,070
 30,790
 34,860
 4,234
 30,626
 36,425
Valencia Crossroads 17,921
 17,659
 1,207
 17,921
 18,866
 36,787
 15,823
 20,964
 —
Village at La Floresta 13,140
 20,571
 (272) 13,156
 20,283
 33,439
 3,342
 30,097
 —
Village at Lee Airpark 11,099
 12,968
 3,485
 12,007
 15,545
 27,552
 8,952
 18,600
 —
Village Center 3,885
 14,131
 8,974
 5,480
 21,510
 26,990
 9,461
 17,529
 —
Vons Circle Center 49,037
 22,618
 88
 49,037
 22,706
 71,743
 1,651
 70,092
 7,699
Walker Center 3,840
 7,232
 4,151
 3,878
 11,345
 15,223
 6,572
 8,651
 —
Walmart Norwalk 20,394
 21,261
 —
 20,394
 21,261
 41,655
 1,709
 39,946
 —
Waterstone Plaza 5,498
 13,500
 12
 5,498
 13,512
 19,010
 978
 18,032
 —
Welleby Plaza 1,496
 7,787
 1,504
 1,496
 9,291
 10,787
 7,434
 3,353
 —
Wellington Town Square 2,041
 12,131
 111
 2,041
 12,242
 14,283
 7,157
 7,126
 —
West Bird Plaza 12,934
 18,594
 (5) 12,934
 18,589
 31,523
 1,355
 30,168
 —
West Chester Plaza 1,857
 7,572
 483
 1,857
 8,055
 9,912
 5,566
 4,346
 —
West Lake Shopping Center 10,561
 9,792
 (16) 10,561
 9,776
 20,337
 1,007
 19,330
 —
West Park Plaza 5,840
 5,759
 1,590
 5,840
 7,349
 13,189
 4,117
 9,072
 —
Westbury Plaza 116,129
 51,460
 3,082
 116,129
 54,542
 170,671
 4,695
 165,976
 88,000
Westchase 5,302
 8,273
 964
 5,302
 9,237
 14,539
 3,582
 10,957
 —
Westchester Commons 3,366
 11,751
 10,722
 4,894
 20,945
 25,839
 7,287
 18,552
 —
Westlake Village Plaza 7,043
 27,195
 29,943
 17,602
 46,579
 64,181
 22,831
 41,350
 —


REGENCY CENTERS CORPORATION AND REGENCY CENTERS, L.P.
Schedule III - Consolidated Real Estate and Accumulated Depreciation
December 31, 2018
(in thousands)
                   
  Initial Cost   Total Cost   Net Cost  
Shopping Centers (1)
  Land & Land Improvements  Building & Improvements 
 Cost Capitalized
 Subsequent to
 Acquisition (2)
  Land & Land Improvements  Building & Improvements  Total  Accumulated Depreciation  Net of Accumulated Depreciation  Mortgages
Westport Plaza 9,035
 7,455
 9
 9,035
 7,464
 16,499
 668
 15,831
 2,651
Westwood - Manor Care 12,808
 2,420
 —
 12,808
 2,420
 15,228
 120
 15,108
 —
Westwood Shopping Center 115,051
 19,095
 —
 115,051
 19,095
 134,146
 4,478
 129,668
 —
Westwood Village 19,933
 25,301
 (2,075) 18,733
 24,426
 43,159
 13,177
 29,982
 —
Whole Foods at Swampscott 7,399
 8,322
 —
 7,399
 8,322
 15,721
 574
 15,147
 —
Williamsburg at Dunwoody 7,435
 3,721
 563
 7,444
 4,275
 11,719
 455
 11,264
 —
Willow Festival 1,954
 56,501
 2,994
 1,976
 59,473
 61,449
 14,757
 46,692
 39,505
Willow Oaks Crossing 6,664
 7,833
 6
 6,664
 7,839
 14,503
 1,538
 12,965
 —
Willows Shopping Center 51,964
 78,029
 592
 51,992
 78,593
 130,585
 4,851
 125,734
 —
Woodcroft Shopping Center 1,419
 6,284
 1,078
 1,421
 7,360
 8,781
 4,526
 4,255
 —
Woodman Van Nuys 5,500
 7,195
 293
 5,500
 7,488
 12,988
 3,953
 9,035
 —
Woodmen Plaza 7,621
 11,018
 920
 7,621
 11,938
 19,559
 10,631
 8,928
 —
Woodside Central 3,500
 9,288
 537
 3,489
 9,836
 13,325
 5,134
 8,191
 —
Young Circle Shopping Center 5,986
 10,394
 9
 5,986
 10,403
 16,389
 789
 15,600
 —
                   
Corporate Assets —
 —
 1,667
 —
 1,667
 1,667
 1,615
 52
 —
Land held for future development 37,520
 —
 (6,636) 30,875
 9
 30,884
 2
 30,882
 —
Construction in progress —
 —
 54,172
 —
 54,172
 54,172
 —
 54,172
 —
  $4,736,970
 5,495,990
 630,202
 4,819,292
 6,043,870
 10,863,162
 1,535,444
 9,327,718
 525,182
                   
(1) See Item 2, Properties for geographic location and year each operating property was acquired.
(2) The negative balance for costs capitalized subsequent to acquisition could include out-parcels sold, provision for loss recorded, and demolition of part of the property for redevelopment.

See accompanying report of independent registered public accounting firm.




114

REGENCY CENTERS CORPORATION AND REGENCY CENTERS, L.P.

Schedule III - Consolidated Real Estate and Accumulated Depreciation continued

December 31, 2018

2021

(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 $8.7$9.2 billion at December 31, 2018.

2021.

The changes in total real estate assets for the years ended December 31, 2018, 2017,2021, 2020, and 20162019 are as follows (in thousands):

  2018 2017 2016
Beginning balance $10,892,821
 4,933,499
 4,545,900
Acquired properties and land 113,911
 5,772,265
 370,010
Developments and improvements 198,005
 273,871
 148,904
Sale of properties (277,270) (86,814) (126,855)
Properties held for sale (59,438) —
 —
Provision for impairment (4,867) —
 (4,460)
Ending balance $10,863,162
 10,892,821
 4,933,499
follows:

(in thousands)

 

2021

 

 

2020

 

 

2019

 

Beginning balance

 

$

11,101,858

 

 

 

11,095,294

 

 

 

10,863,162

 

Acquired properties and land

 

 

479,708

 

 

 

39,087

 

 

 

268,366

 

Developments and improvements

 

 

172,012

 

 

 

154,657

 

 

 

193,973

 

Disposal of building and tenant improvements

 

 

(10,898

)

 

 

(35,034

)

 

 

(34,824

)

Sale of properties

 

 

(107,090

)

 

 

(95,780

)

 

 

(60,195

)

Properties held for sale

 

 

(50,873

)

 

 

(38,122

)

 

 

(58,527

)

Provision for impairment

 

 

(89,136

)

 

 

(18,244

)

 

 

(76,661

)

Ending balance

 

$

11,495,581

 

 

 

11,101,858

 

 

 

11,095,294

 

The changes in accumulated depreciation for the years ended December 31, 2018, 2017,2021, 2020, and 20162019 are as follows (in thousands):

  2018 2017 2016
Beginning balance $1,339,771
 1,124,391
 1,043,787
Depreciation expense 249,489
 222,395
 115,355
Sale of properties (45,901) (7,015) (32,791)
Accumulated depreciation related to properties held for sale (7,729) —
 —
Provision for impairment (186) —
 (1,960)
Ending balance $1,535,444
 1,339,771
 1,124,391
follows:

(in thousands)

 

2021

 

 

2020

 

 

2019

 

Beginning balance

 

$

1,994,108

 

 

 

1,766,162

 

 

 

1,535,444

 

Depreciation expense

 

 

253,437

 

 

 

278,861

 

 

 

295,638

 

Disposal of building and tenant improvements

 

 

(10,898

)

 

 

(35,034

)

 

 

(34,824

)

Sale of properties

 

 

(28,715

)

 

 

(10,812

)

 

 

(4,643

)

Accumulated depreciation related to properties held for sale

 

 

(28,110

)

 

 

(4,357

)

 

 

(19,031

)

Provision for impairment

 

 

(4,859

)

 

 

(712

)

 

 

(6,422

)

Ending balance

 

$

2,174,963

 

 

 

1,994,108

 

 

 

1,766,162

 

See accompanying report of independent registered public accounting firm.




115

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"“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, 2018.

2021.

KPMG LLP, an independent registered public accounting firm, has audited the consolidated financial statements included in this annual report on Form 10-K and, as part of their audit, has issued a report, included herein, on the effectiveness of the Parent Company's internal control over financial reporting.

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

Changes in Internal Controls

There have not been anyno changes in the Parent Company's internal controls over financial reporting identified in connection with this evaluation that occurred during the fourth quarter of 2018 and2021 that have materially affected, or are reasonably likely to materially affect, itsour internal controls over financial reporting.

Controls and Procedures (Regency Centers, L.P.)

Conclusion Regarding the Effectiveness of Disclosure Controls and Procedures

Under the supervision and with the participation of the Operating Partnership's management, including the chief executive officer and chief financial officer of its general partner, the Operating Partnership conducted an evaluation of its disclosure controls and procedures, as such term is defined under Rule 13a-15(e) and 15d-15(e) promulgated under the Exchange Act. Based on this evaluation, the chief executive officer and chief financial officer of its general partner concluded that its disclosure controls and procedures were effective as of the end of the period covered by this annual report on Form 10-K to ensure information required to be disclosed in the reports filed or submitted under the Exchange Act is recorded, processed, summarized and reported, within the time period specified in the SEC's rules and forms. These disclosure controls and procedures include controls and procedures designed to ensure that information required to be disclosed by the Operating Partnership in the reports it files or submits is accumulated and communicated to management, including the chief executive officer and chief financial officer of its general partner, as appropriate, to allow timely decisions regarding required disclosure.



116

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, 2018.

2021.

KPMG LLP, an independent registered public accounting firm, has audited the consolidated financial statements included in this annual report on Form 10-K and, as part of their audit, has issued a report, included herein, on the effectiveness of the Operating Partnership's internal control over financial reporting.

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

Changes in Internal Controls

There have not been anyno changes in the Operating Partnership's internal controls over financial reporting identified in connection with this evaluation that occurred during the fourth quarter of 2018 and2021 that have materially affected, or are reasonably likely to materially affect, itsour internal controls over financial reporting.

Item 9B. Other Information

Not applicable



Item 9C. Disclosure Regarding Foreign Jurisdictions that Prevent Inspections

Not applicable

PART III

Item 10. Directors, Executive Officers, and Corporate Governance

Information concerning our directors, executive officers, and corporate governance is incorporated herein by reference to our definitive proxy statement to be filed with the Securities and Exchange Commission within 120 days after the end of the fiscal year covered by this Form 10-K with respect to the 20192022 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 20192022 Annual Meeting of Stockholders.




117

Item 12. Security Ownership of Certain Beneficial Owners and Management and Related Stockholder Matters

Equity Compensation Plan Information

(as of December 31, 2021)

(a)

(b)

(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

—


—

$

—

$


—

1,221,853


4,329,954

Equity compensation plans not approved by security holders

N/A

N/A

N/A

Total

—


—

$

—

$


—

1,221,853


4,329,954

(1) This column does not include 595,171 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.

(1)
This column does not include 691,862 shares that may be issued pursuant to unvested restricted stock and performance share awards.
(2)
The weighted average exercise price excludes stock rights awards, which we sometimes refer to as unvested restricted stock.
(3)
The Regency Centers Corporation Omnibus Incentive Plan, (“Omnibus Plan”), as approved by stockholders at our 2019 annual meeting, provides that an aggregate maximum of 5.6 million shares of our common stock are reserved for issuance under the Omnibus Plan.

Information about security ownership is incorporated herein by reference to our definitive proxy statement to be filed with the Securities and Exchange Commission within 120 days after the end of the fiscal year covered by this Form 10-K with respect to the 20192022 Annual Meeting of Stockholders.


Incorporated herein by reference to our definitive proxy statement to be filed with the Securities and Exchange Commission within 120 days after the end of the fiscal year covered by this Form 10-K with respect to the 20192022 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 20192022 Annual Meeting of Stockholders.





118

PART IV

Item 15. Exhibits and Financial Statement Schedules

(a)
Financial Statements and Financial Statement Schedules:

Regency Centers Corporation and Regency Centers, L.P. 20182021 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 athttp://www.sec.gov.

Unless otherwise indicated below, the Commission file number to the exhibit is No. 001-12298.

1.    Underwriting Agreement

(a)

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:

S-K:

(i)

(i)

Equity Distribution Agreement dated May 17, 2017 among Regency Centers Corporation, Regency Centers, L.P. and Wells Fargo Securities, LLC;

(ii)

(ii)

Equity Distribution Agreement dated May 17, 2017 among Regency Centers Corporation, Regency Centers, L.P. and J.P. Morgan Securities LLC;

(iii)

(iii)

Equity Distribution Agreement dated May 17, 2017 among Regency Centers Corporation, Regency Centers, L.P. and Merrill Lynch, Pierce, Fenner & Smith Incorporated;

(iv)

(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)

(v)

Equity Distribution Agreement dated May 17, 2017 among Regency Centers Corporation, Regency Centers, L.P. and BTIG, LLC;



119

(vi)

(vi)

Equity Distribution Agreement dated May 17, 2017 among Regency Centers Corporation, Regency Centers, L.P. and RBC Capital Markets, LLC;

(vii)

(vii)

Equity Distribution Agreement dated May 17, 2017 among Regency Centers Corporation, Regency Centers, L.P. and SunTrust Robinson Humphrey, Inc.; and

(viii)

(viii)

Equity Distribution Agreement dated May 17, 2017 among Regency Centers Corporation, Regency Centers, L.P. and Mizuho Securities USA LLC.

(b)

(b)

Form of Amendment No. 1 to the Equity Distribution Agreement, dated November 13, 2018 (incorporated by referentreference to Exhibit 1.1 to the Company’s Form 8-K filed on November 14, 2018). The Amendment No.1 to each of the Equity Distribution Agreements, dated November 13, 2018, and listed in Exhibit 1 (a) are substantially identical in all material respects to the Form of Amendment No. 1 to the Equity Distribution Agreement, except for the identities of the parties, and have not been filed as exhibits to the Company’s 1934 Act reports pursuant to item 601 of Regulation S-K.

S-K.

(c)

(c)

Forward Master Confirmation,Form of Amendment No. 2 to the Equity Distribution Agreement, dated May 17, 2017,8, 2020 (incorporated by reference to Exhibit 1.1 to the Company’s Form 8-K filed on May 8, 2020). The Amendments No. 2 to each of the Equity Distribution Agreements listed below are substantially identical in all material respects to the Form of Amendment No. 2 to the Equity Distribution Agreement, dated May 8, 2020, except for the identities of the parties, and betweenhave not been filed as exhibits to the Company’s 1934 Act reports pursuant to Instruction 2 to item 601 of Regulation S-K:

(i) Amendment No. 2 to the Equity Distribution Agreement, dated May 8, 2020, among Regency Centers Corporation, Regency Centers, L.P. and Wells Fargo Bank, National Association and Wells Fargo Securities, LLC.

(ii) Amendment No. 2 to the Equity Distribution Agreement, dated May 8, 2020, among Regency Centers Corporation, Regency Centers, L.P. and SunTrust Robinson Humphrey, Inc.

(iii) Amendment No. 2 to the Equity Distribution Agreement, dated May 8, 2020, among Regency Centers Corporation, Regency Centers, L.P. and BTIG, LLC

(iv) Amendment No. 2 to the Equity Distribution Agreement, dated May 8, 2020, among Regency Centers Corporation, Regency Centers, L.P., JPMorgan Chase Bank, National Association and J.P. Morgan Securities LLC

(v) Amendment No. 2 to the Equity Distribution Agreement, dated May 8, 2020, among Regency Centers Corporation, Regency Centers, L.P., Bank of America, N.A. and BofA Securities, Inc.

(d)

Amendment No. 2 to the Equity Distribution Agreement, dated May 8, 2020, among Regency Centers Corporation, Regency Centers, L.P., Mizuho Markets Americas LLC and Mizuho Securities USA LLC (incorporated by reference to Exhibit 1.2 to the Company’s Form 8-K filed on May 17, 2017)8, 2020).

(i)

Amendment No. 1 to the Forward Master Confirmation (incorporated by reference to Exhibit 1.2 to the Company’s form 8-K filed on November 14, 2018).

(d)

(e)

Forward Master Confirmation,Form of Equity Distribution Agreement, dated May 17, 2017, by and between Regency Centers Corporation and JPMorgan Chase Bank, National Association8, 2020 (incorporated by reference to Exhibit 1.3 to the Company’s Form 8-K filed on May 17, 2017)8, 2020).

The Equity Distribution Agreements listed below are substantially identical in all material respects to the Form of Equity Distribution Agreement, except for the identities of the parties, and have not been filed as exhibits to the Company’s 1934 Act reports pursuant to Instruction 2 to item 601 of Regulation S-K:

(i)

Equity Distribution Agreement, dated May 8, 2020, among Regency Centers Corporation, Regency Centers, L.P. and Jefferies LLC.

(ii)

Equity Distribution Agreement, dated May 8, 2020, among Regency Centers Corporation, Regency Centers, L.P. and SMBC Nikko Securities America, Inc.

(iii)

Equity Distribution Agreement, dated May 8, 2020, among Regency Centers Corporation, Regency Centers, L.P. and Regions Securities LLC

120

(i)

Amendment No. 1 to the Forward Master Confirmation (incorporated by reference to Exhibit 1.3 to the Company’s form 8-K filed on November 14, 2018).

(iv)

Equity Distribution Agreement, dated May 8, 2020, among Regency Centers Corporation, Regency Centers, L.P., The Bank of Nova Scotia and Scotia Capital (USA) Inc.

(e)

(v)

Equity Distribution Agreement, dated May 8, 2020, among Regency Centers Corporation, Regency Centers, L.P., Bank of Montreal and BMO Capital Markets Corp.

(vi)

Equity Distribution Agreement, dated May 8, 2020, among Regency Centers Corporation, Regency Centers, L.P., TD Securities (USA) LLC and The Toronto-Dominion Bank

(f)

Form of Forward Master Confirmation, dated May 17, 2017, by and between Regency Centers Corporation and Bank of America, N.A.8, 2020 (incorporated by reference to Exhibit 1.4 to the Company’s Form 8-K filed on May 17, 2017)

(i)
Amendment No. 18, 2020). The Forward Master Confirmations listed below are substantially identical in all material respects to the Form of Forward Master Confirmation, (incorporated by reference to Exhibit 1.4 except for the identities of the parties, and have not been filed as exhibits to the Company’s form 8-K filed on November 14, 2018).
3.    Articles of Incorporation and Bylaws
1934 Act reports pursuant to Instruction 2 to item 601 of Regulation S-K:

(a)

(i)

Forward Master Confirmation, dated May 8, 2020, by and between Regency Centers Corporation and Wells Fargo Bank, National Association and Wells Fargo Securities, LLC.

(ii)

Forward Master Confirmation, dated May 8, 2020, by and between Regency Centers Corporation and Bank of America, N.A.

(iii)

Forward Master Confirmation, dated May 8, 2020, by and between Regency Centers Corporation and JPMorgan Chase Bank, National Association, New York Branch

(iv)

Forward Master Confirmation, dated May 8, 2020, by and between Regency Centers Corporation and Bank of Montreal

(v)

Forward Master Confirmation, dated May 8, 2020, by and between Regency Centers Corporation and Mizuho Markets Americas LLC

(vi)

Forward Master Confirmation, dated May 8, 2020, by and between Regency Centers Corporation and Jefferies LLC

(vii)

Forward Master Confirmation, dated May 8, 2020, by and between Regency Centers Corporation and The Bank of Nova Scotia

(viii)

Forward Master Confirmation, dated May 8, 2020, by and between Regency Centers Corporation and The Toronto-Dominion Bank.

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)

(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)

(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)

4.

Instruments Defining Rights of Security Holders

(a)

See Exhibits 3(a) and 3(b) for provisions of the Articles of Incorporation and Bylaws of the Company defining the rights of security holders. See Exhibits 3(c) for provisions of the Partnership Agreement of Regency Centers, L.P. defining rights of security holders.

(b)

(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).

121

(i)

(i)

First Supplemental Indenture dated as of June 5, 2007 among Regency Centers, L.P., the Company as guarantor and U.S. Bank National Association, as successor to Wachovia Bank, National Association (formerly known as First Union National Bank), as trustee (incorporated by reference to Exhibit 4.1 to Regency Centers, L.P.'s Form 8-K filed on June 5, 2007).



(ii)

(ii)

Second Supplemental Indenture dated as of June 2, 2010 to the Indenture dated as of December 5, 2001 between Regency Centers, L.P., Regency Centers Corporation, as guarantor, and U.S. Bank National Association, as successor to Wachovia Bank, National Association (formerly known as First Union National Bank), as Trustee (incorporated by reference to Exhibit 4.1 to the Company’s Form 8-K filed on June 3, 2010).

(iii)

(iii)

Third Supplemental Indenture dated as of August 17, 2015 to the Indenture dated as of December 5, 2001 among Regency Centers, L.P., Regency Centers Corporation, as guarantor, and U.S. Bank, National Association, as trustee (incorporated by reference to Exhibit 4.1 to the Company’s Form 8-K filed on August 18, 2015).

(iv)

(iv)

Fourth Supplemental Indenture dated as of January 26, 2017 among Regency Centers, L.P., Regency Centers Corporation, as guarantor, and U.S. Bank National Association, as trustee (incorporated by reference to Exhibit 4.1 to the Company's Form 8-K filed on January 26, 2016).

(c)

(v)

Fifth Supplemental Indenture dated September 9, 1998 between the Company, as successor-by-merger to IRT Property Company,of March 6, 2019 among Regency Centers, L.P., Regency Centers Corporation, as guarantor, and SunTrustU.S. Bank National Association, 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 ofto the Company's Form 10-Q8-K filed by Equity One, Inc. on May 10, 2004)
March 6, 2019).

(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)

(vi)

Sixth 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 CompanyMay 13, 2020 among Regency Centers, L.P., Regency Centers Corporation, as guarantor, and U.S. Bank National Association, as Trustee (incorporated by reference to Exhibit 4.1 of Form 8-K filed by Equity One, Inc. on October 25, 2012)
(viii)
Supplemental Indenture No. 14, dated as of March 1, 2017, among Equity One, Inc., Regency Centers Corporation, Regency Centers, L.P., and U.S. Bank National Association, as successor to Sun Trust Bank, as Trusteetrustee (incorporated by reference to Exhibit 4.1 to the Company’s Form 8-K filed on March 1, 2017)May 13, 2020).

(ix)

Supplemental Indenture No. 15, dated as of July 26, 2017, among Regency Centers Corporation, Regency Centers, L.P., and U.S. Bank National Association (incorporated by reference to Exhibit 10.1 to the Company’s Form 8-K filed on July 27, 2017).


(d)

(c)

Assumption Agreement, dated as of March 1, 2017, by Regency Centers Corporation (incorporated by reference to Exhibit 4.2 to the Company’s Form 8-K filed on March 1, 2017)

10.    Material Contracts (~ indicates management contract or compensatory plan)
.

~(a)

(d)

FormDescription of Stock Rights Award Agreementthe Company’s Securities Registered under Section 12 of the Exchange Act. (incorporated by reference to Exhibit 10(b)4(e) to the Company’s Form 10-K filed on February 18, 2020).

10.

Material Contracts (~ indicates management contract or compensatory plan)

~(a)

Amended and Restated Deferred Compensation Plan dated May 6, 2003 (incorporated by reference to Exhibit 10(k) to the Company's Form 10-K filed on March 12, 2004).

~(b)

Regency Centers Corporation 2005 Deferred Compensation Plan (incorporated by reference to Exhibit 10(s) to the Company's Form 8-K filed on December 21, 2004).

~(c)

First Amendment to Regency Centers Corporation 2005 Deferred Compensation Plan dated December 2005 (incorporated by reference to Exhibit 10(q)(i) to the Company's Form 10-K filed on March 10, 2006).

~(b)

~(d)

Form of 409ASecond Amendment to Stock Rights Award Agreementthe Regency Centers Corporation Amended and Restated Deferred Compensation Plan (incorporated by reference to Exhibit 10(b)(i)10.2 to the Company's Form 10-K8-K filed on June 14, 2011).

~(e)

Third Amendment to the Regency Centers Corporation 2005 Deferred Compensation Plan (incorporated by reference to Exhibit 10.1 to the Company's Form 8-K filed on June 14, 2011).

~(f)

Regency Centers Corporation Amended and Restated Omnibus Incentive Plan (incorporated by reference to Appendix B to the Company's 2019 Annual Meeting Proxy Statement filed on March 21, 2019).

~(g)

Form of Stock Rights Award Agreement.

~(h)

Form of Performance Stock Rights Award Agreement (incorporated by reference to Exhibit 10.2 to the Company's Form 8-K filed on 17, 2009)January 6, 2022).

122

~(c)

~(i)

Form of Nonqualified Stock Option Agreement (incorporated by reference to Exhibit 10(c) to the Company's Form 10-K filed on March 10, 2006).

~(d)

~(j)

Form of 409A Amendment to Stock Option Agreement (incorporated by reference to Exhibit 10(c)(i) to the Company's Form 10-K filed on March 17, 2009).

~(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)(k)

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)

Amended and RestatedForm of Severance and Change of Control Agreement dated as of April 27, 2017, byJanuary 1, 2022, among Regency Centers Corporation, Regency Centers, L.P. and between the Company and Martin E. Stein, Jr.executives listed below (incorporated by reference to Exhibit 10.1 of the Company's Form 10-Q8-K filed on May 10, 2017)January 6, 2022).

The Severance and Change of Control Agreements listed below are substantially identical except for the identities of the parties and the amount of severance for each which are described in Item 5.02(e) herein.

~(m)

Form of Amended and Restated

(i)

Severance and Change of Control Agreement dated as of July 15, 2015January 1, 2022, by and between the CompanyRegency Center Corporation, Regency Centers, L.P. and Lisa Palmer (incorporated by reference to Exhibit 10.3 of the Company's Form 8-K filed on July 20, 2015).

Martin E. Stein, Jr.

~(n)

(ii)

Form of Amended and Restated Severance and Change of Control Agreement dated as of July 15, 2015January 1, 2022, by and between the CompanyRegency Center Corporation, Regency Centers, L.P. and Dan M. Chandler, IIILisa Palmer (incorporated by reference to Exhibit 10.4 of the Company's Form 8-K filed on July 20, 2015).

~(o)

(iii)

Form of Amended and Restated Severance and Change of Control Agreement dated as of July 15, 2015January 1, 2022, by and between the CompanyRegency Center Corporation, Regency Centers, L.P. and Michael J. Mas

(iv)

Severance and Change of Control Agreement dated as of January 1, 2022, by and between Regency Center Corporation, Regency Centers, L.P. and James D. Thompson (incorporated by reference to Exhibit 10.6 of the Company's Form 8-K filed on July 20, 2015).


(p)

(m)

FourthFifth Amended and Restated Credit Agreement, dated as of March 23, 2018, by and among Regency Centers, , L.P., as borrower, Regency Centers Corporation, as guarantor, Wells Fargo Bank, National



Association, as Administrative Agent, and certain lenders party thereto (incorporated by reference to Exhibit 4.1 to the Company’s Form 8-K filed on March 26, 2018).
(q)
Term Loan Agreement dated as of November 17, 2011 by and among Regency Centers, L.P., the Company, each of the financial institutions party thereto and Wells Fargo Securities, LLC (incorporated by reference to Exhibit 10.1 to the Company's Form 10-K filed on February 29, 2012).
(i)
First Amendment to Term Loan Agreement dated as of June 19, 2012 (incorporated by reference to Exhibit 10(h)(i) to the Company's Form 10-K filed on March 1, 2013).
(ii)
Second Amendment to Term Loan Agreement dated as of December 19, 2012 (incorporated by reference to Exhibit 10(h)(ii) to the Company's Form 10-K filed on March 1, 2013).
(iii)
Third Amendment to Term Loan Agreement dated as of June 27, 2014 (incorporated by reference to Exhibit 10.2 to the Company's Form 10-Q filed on August 8, 2014).
(iv)
Fourth Amendment to Term Loan Agreement dated as of May 13, 2015 (incorporated by reference to Exhibit 10(j)(iv) to the Company's Form 10-K filed on February 18, 2016).
(v)
Fifth Amendment to Term Loan Agreement dated as of July 7, 2016 (incorporated by reference to exhibit 10.1 to the Company's Form 8-K filed on July 7, 2016).
(vi)
Sixth Amendment to Term Loan Agreement, dated as of March 2, 2017, by and among Regency Centers L.P., as borrower, Regency Centers Corporation, as guarantor, Wells Fargo Bank, National Association, as administrative agent, and certain lenders party thereto (incorporated by reference to Exhibit 4.3 to the Company’s Form 8-K filed on March 2, 2017).
(vii)
Seventh Amendment to Term Loan Agreement, dated as of March 23, 2018,9, 2021, by and among Regency Centers, L.P., as borrower, Regency Centers Corporation, as guarantor, Wells Fargo Bank, National Association, as Administrative Agent, and certain lenderslender party thereto (incorporated by reference to Exhibit 4.34.1 to the Company’s Form 8-K filed on March 26, 2018)February 12, 2021).

(r)

(n)

Second Amended and Restated Limited Liability Company Agreement of Macquarie CountryWide-Regency II, LLC dated as of July 31, 2009 by and among Global Retail Investors, LLC, Regency Centers, L.P. and Macquarie CountryWide (US) No. 2 LLC (incorporated by reference to Exhibit 10.1 to the Company's Form 10-Q filed on November 6, 2009).

(i)

(i)

Amendment No. 1 to Second Amended and Restate Limited Liability Company Agreement of GRI-Regency, LLC (formerly Macquarie CountryWide-Regency II, LLC) (incorporated by reference to Exhibit 10.(h)(i) to the Company’s Form 10-K filed March 1, 2011).

21.

Subsidiaries of Regency Centers Corporation

22.

Subsidiary Guarantors and Issuers of Guaranteed Securities

23.

Consents of Independent Accountants

23.1

Consent of KPMG LLP for Regency Centers Corporation and Regency Centers, L.P.

31.

Rule 13a-14(a)/15d-14(a) Certifications.

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.

123

(s)

32.

Term Loan Agreement, dated as of March 2, 2017, by and among Regency Centers, L.P., as borrower, Regency Centers Corporation, as guarantor, Wells Fargo Bank, National Association, as administrative agent, and certain lenders party thereto (incorporated by reference to Exhibit 4.1 to the Company’s Form 8-K filed on March 2, 2017).

Section 1350 Certifications.

(i)
First Amendment to the 2017 Term Loan Agreement, dated as of March 23, 2018, by and among Regency Centers L.P., as borrower, Regency Centers Corporation, as guarantor, Wells Fargo Bank, National Association, as Administrative Agent, and certain lenders party thereto (incorporated by reference to Exhibit 4.2 to the Company’s Form 8-K filed on March 26, 2018).
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
__________________________

32.1

18 U.S.C. § 1350 Certification of Chief Executive Officer for Regency Centers Corporation.

32.2

18 U.S.C. § 1350 Certification of Chief Financial Officer for Regency Centers Corporation.

32.3

18 U.S.C. § 1350 Certification of Chief Executive Officer for Regency Centers, L.P.

32.4

18 U.S.C. § 1350 Certification of Chief Financial Officer for Regency Centers, L.P.

101.

Interactive Data Files

101.INS+

Inline XBRL Instance Document - the instance document does not appear in the Interactive Data File because its XBRL tags are embedded within the Inline XBRL document

101.SCH+

Inline XBRL Taxonomy Extension Schema Document

101.CAL+

Inline XBRL Taxonomy Extension Calculation Linkbase Document

101.DEF+

Inline XBRL Taxonomy Definition Linkbase Document

101.LAB+

Inline XBRL Taxonomy Extension Label Linkbase Document

101.PRE+

Inline XBRL Taxonomy Extension Presentation Linkbase Document

104.

Cover Page Interactive Data File (formatted as inline XBRL and contained in Exhibit 101)

+Submitted electronically with this Annual Report



Item 16. Form 10-K Summary

None.

124

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 21, 201917, 2022

REGENCY CENTERS CORPORATION

By:


By:

/s/ Martin E. Stein, Jr.

Martin E. Stein. Jr., Chairman of the BoardLisa Palmer

 Lisa Palmer, President and Chief Executive Officer



February 21, 201917, 2022

REGENCY CENTERS, L.P.

By:

By:

Regency Centers Corporation, General Partner

By:


By:

/s/ Martin E. Stein, Jr.

Martin E. Stein. Jr., Chairman of the BoardLisa Palmer

 Lisa Palmer, President and Chief Executive Officer



Pursuant to the requirements of the Securities Exchange Act of 1934, this report has been signed below by the following persons on behalf of the registrant and in the capacities and on the dates indicated.

February 21, 201917, 2022


/s/ Martin E. Stein, Jr.

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

February 21, 201917, 2022


/s/ Lisa Palmer

Lisa Palmer, President, Chief FinancialExecutive Officer, and Director

February 17, 2022

/s/ Michael J. Mas

Michael J. Mas, Executive Vice President, Chief Financial Officer (Principal Financial Officer)

February 21, 201917, 2022


/s/ J. Christian Leavitt

J. Christian Leavitt, Senior Vice President and Treasurer (Principal Accounting Officer)

February 21, 201917, 2022


/s/ Joseph Azrack

Joseph Azrack, Director

February 21, 201917, 2022


/s/ Bryce Blair

Bryce Blair, Director

February 21, 201917, 2022


/s/ C. Ronald Blankenship

C. Ronald Blankenship, Director

February 21, 201917, 2022


/s/ Deirdre J. Evens

Deirdre J. Evens, Director

February 21, 2019


/s/ Mary Lou Fiala
Mary Lou Fiala, Director

February 21, 201917, 2022


/s/ Thomas W. Furphy

Tom W. Furphy, Director

February 17, 2022

/s/ Karin M. Klein

Karin M. Klein, Director

February 17, 2022

/s/ Peter Linneman

Peter Linneman, Director

February 21, 201917, 2022


/s/ David P. O'Connor

David P. O'Connor, Director

February 21, 2019


/s/ John C. Schweitzer
John C. Schweitzer, Director

February 21, 201917, 2022


/s/ James H Simmons

James H. Simmons, Director

February 17, 2022

/s/ Thomas G. Wattles

Thomas G. Wattles, Director



149

125