filings.toolsItem 8. Consolidated Financial Statements and Supplementary Data
281K characters. Original on sec.gov ·
Item 8. Consolidated Financial Statements and Supplementary Data
Regency Centers Corporation and Regency Centers, L.P.
Index to Financial Statements
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, 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
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
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
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
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
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
RE****GENCY 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.
RE****GENCY 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.
REG****ENCY 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.
REG****ENCY 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 |
| 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.
REG****ENCY 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 | ) |
| 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.
RE****GENCY 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.
REG****ENCY 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.
REG****ENCY 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.
REG****ENCY 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 |
| 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.
REG****ENCY 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 | ) |
| 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.
REGENCY CENTERS CORPORATION AND REGENCY CENTERS, L.P.
Notes to Consolidated Financial Statements
December 31, 2021
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.
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.
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
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
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 fee is generally due upon lease execution and the second half is generally due upon tenant opening or rent payments commencing.
Transaction Services
The Company also receives transaction fees, as contractually agreed upon with each joint venture, which include acquisition fees, disposition fees, and financing service fees. Control of these services is generally transferred at the time the related transaction closes, which is the point in time when the Company recognizes the related fee revenue. Any
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.
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 customer relationship intangibles if it has pre-existing business relationships with the major retailers at the acquired property since they do not provide incremental value over the Company's existing relationships.
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, 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 events or circumstances that indicate that the value of the Company's investment in real estate partnerships may be impaired, it evaluates the investment by 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 assets 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.
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 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 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 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.
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 intended use of the derivative, whether the Company has elected to designate a derivative in a hedging relationship and apply hedge accounting, and whether the hedging relationship has satisfied the criteria necessary to apply hedge accounting. Derivatives designated and qualifying as a hedge of the exposure to variability in expected future cash flows, or other types of forecasted transactions, are considered cash flow hedges. Hedge accounting generally provides for the matching of the timing of gain or loss recognition on the hedging instrument with the earnings effect of the hedged forecasted transactions in a cash flow hedge. The Company may enter into derivative contracts that are intended to economically hedge certain risks, even though hedge accounting does not apply or the Company elects not to apply hedge accounting.
The Company uses interest rate swaps to mitigate its interest rate risk on a related financial instrument or forecasted transaction, and the Company designates these interest rate swaps as cash flow hedges. Interest rate swaps designated as cash flow hedges generally involve the receipt of variable-rate amounts from a counterparty in exchange for the Company making fixed-rate payments over the life of the agreements without exchange of the underlying notional amount. The Company may also utilize cash flow hedges to lock U.S. Treasury rates in anticipation of future fixed-rate debt issuances. The gains or losses resulting from changes in fair value of derivatives that qualify as cash flow hedges are recognized in Accumulated other comprehensive income (loss) (“AOCI”). Upon the settlement of a hedge, gains and losses remaining in AOCI are amortized through earnings over the underlying term of the hedged transaction. The cash receipts or payments related to interest rate swaps are presented in cash flows provided by operating activities in the accompanying Consolidated Statements of Cash Flows.
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. 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 in effect for the year in which the differences are expected to reverse. The Company records net deferred tax assets to the extent it believes it is more likely than not that these assets will be realized. A valuation allowance is recorded to reduce deferred tax assets when it is believed that it is more likely than not that all or some portion of the deferred tax asset will not be realized. The Company considers all available positive and negative evidence, including forecasts of future taxable income, the reversal of other existing temporary differences, available net operating loss carryforwards, tax planning strategies and recent and projected results of operations in order to make that determination.
In addition, tax positions are initially recognized in the financial statements when it is more likely than not the position will be sustained upon examination by the tax authorities. Such tax positions shall initially and subsequently be measured as the largest amount of tax benefit that has a greater than 50% likelihood of being realized upon ultimate settlement with the tax authority assuming full knowledge of the position and relevant facts. The Company believes that it has appropriate support for the income tax positions taken and to be taken on its tax returns and that its accruals for tax liabilities are adequate for all open tax years (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.
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 portfolio that are either partially or completely on land subject to ground leases with third parties, which are all classified as operating leases. Accordingly, the Company owns only a long-term leasehold or similar interest in these properties. The building and improvements constructed on the leased land are capitalized as Real estate assets in the accompanying Consolidated Balance Sheets and depreciated over the shorter of the useful life of the improvements or the lease term.
In addition, the Company has non-cancelable operating leases pertaining to office space from which it conducts its business. Leasehold improvements are capitalized as tenant improvements, included in Other assets in the Consolidated Balance Sheets, and depreciated over the shorter of the useful life of the improvements or the lease term.
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 exercise options through the latest option date of that shopping center's anchor tenant lease.
(j)
Earnings per Share and Unit
Basic earnings per share of common stock and unit are computed based upon the weighted average number of common shares and units, respectively, outstanding during the period. Diluted earnings per share and unit reflect the conversion of obligations and the assumed exercises of securities including the effects of shares issuable under the Company's share-based payment arrangements, if dilutive. Dividends paid on the Company's share-based compensation awards are not participating securities as they are forfeitable.
(k)
Stock-Based Compensation
The Company grants stock-based compensation to its employees and directors. The Company recognizes the cost of stock-based compensation based on the grant-date fair value of the award, which is expensed over the vesting period.
When the Parent Company issues common stock as compensation, it receives a like number of common units from the Operating Partnership. The Company is committed to contributing to the Operating Partnership all proceeds from the share-based awards granted under the Parent Company's Long-Term Omnibus Plan (the “Plan”). Accordingly, the Parent Company's ownership in the Operating Partnership will increase based on the amount of proceeds contributed to the Operating Partnership for the common units it receives. As a result of the issuance of common units to the Parent Company for stock-based compensation, the Operating Partnership records the effect of stock-based compensation for awards of equity in the Parent Company.
(l)
Segment Reporting
The Company's business is investing in retail shopping centers through direct ownership or partnership interests. The Company actively manages its portfolio of retail shopping centers and may from time to time make decisions to sell lower performing properties or developments not meeting its long-term investment objectives. The proceeds from sales are generally reinvested into higher quality retail shopping centers, through acquisitions, new developments, or redevelopment of existing centers, which management believes will generate sustainable revenue growth and attractive returns. It is management's intent that all retail shopping centers will be owned or developed for investment purposes; however, the Company may decide to sell all or a portion of a development upon completion. The Company's revenues and net income are generated from the operation of its investment portfolio. The Company also earns fees for services provided to manage and lease retail shopping centers owned through joint ventures.
The Company's portfolio is located throughout the United States. Management does not distinguish or group its operations on a geographical basis for purposes of allocating resources or capital. The Company reviews operating and financial data
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. No single tenant accounts for 5% or more of revenue and none of the shopping centers are located outside the United States.
(n)
Fair Value of Assets and Liabilities
Fair value is a market-based measurement, not an entity-specific measurement. Therefore, a fair value measurement is determined based on the assumptions that market participants would use in pricing the asset or liability. As a basis for considering market participant assumptions in fair value measurements, the Company uses a fair value hierarchy that distinguishes between market participant assumptions based on market data obtained from independent sources (observable inputs that are classified within Levels 1 and 2 of the hierarchy) and the Company's own assumptions about market participant assumptions (unobservable inputs classified within Level 3 of the hierarchy). The three levels of inputs used to measure fair value are as follows:
Level 1 - Quoted prices (unadjusted) in active markets for identical assets or liabilities that the Company has the ability to access.
Level 2 - Inputs other than quoted prices included in Level 1 that are observable for the asset or liability, either directly or indirectly.
Level 3 - Unobservable inputs for the asset or liability, which are typically based on the Company's own assumptions, as there is little, if any, related market activity.
The Company also remeasures nonfinancial assets and nonfinancial liabilities, initially measured at fair value in a business combination or other new basis event, at fair value in subsequent periods if a remeasurement event occurs.
REGENCY CENTERS CORPORATION AND REGENCY CENTERS, L.P.
Notes to Consolidated Financial Statements
December 31, 2021
(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**:** | ||||||
| ASU 2019-12, Income Taxes (Topic 740): Simplifying the Accounting for Income Taxes | The amendments in this update simplify the accounting for income taxes by removing certain exceptions to the general principles in Topic 740, Income Taxes. | January 2021 | The adoption of this standard did not have a material impact to the Company's financial condition, results of operations, cash flows or related footnote disclosures | |||
| Not yet adopted: | ||||||
| ASU 2021-05, Leases (Topic 842): Lessors - Certain Leases with Variable Lease Payments | The amendments in this update affect lessor lease classification. Lessors should classify and account for a lease as an operating lease if both of the following criteria are met: (1) have variable lease payments that do not depend on a 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 2022 | The adoption of this standard will not have a material impact to the Company's financial condition, results of operations, cash flows or related footnote disclosures as the Company's customary lease terms do not result in sales-type or direct financing classification, although future leases may. | |||
REGENCY CENTERS CORPORATION AND REGENCY CENTERS, L.P.
Notes to Consolidated Financial Statements
December 31, 2021
Real Estate Investments
Acquisitions
The following tables detail consolidated shopping centers acquired or land acquired for development or redevelopment for the periods 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 price for 100% of each property which were part of the seven property USAA portfolio purchase. The basis allocated to Real estate assets was $192.9 million which is net of the Company's carryover basis related to its 20% previously owned equity interest in the 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 purchase price presented above reflects the purchase price for 100% of the property, of which the Company previously owned a 30% equity interest prior to acquiring the other partner’s interest and gaining control.
Property Dispositions
Dispositions
The following table provides a summary of consolidated shopping centers and land parcels sold during the periods set forth below:
| Year ended December 31, | ||||||||||||
| (in thousands, except number sold data) | 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% |
At December 31, 2021, the Company also had one operating property, which has since sold, and one land parcel classified within Properties held for sale on the Consolidated Balance Sheets.
REGENCY CENTERS CORPORATION AND REGENCY CENTERS, L.P.
Notes to Consolidated Financial Statements
December 31, 2021
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 seven 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.
(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.
(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%.
REGENCY CENTERS CORPORATION AND REGENCY CENTERS, L.P.
Notes to Consolidated Financial Statements
December 31, 2021
The summarized balance sheet information for the investments in real estate partnerships, on a combined basis, is as follows:
| 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:
| 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
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 | — | 554 | — | |||||||||
| Provision for impairment | 9,833 | — | 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
The following table provides a summary of shopping centers and land parcels acquired through our unconsolidated real estate 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 | — | — | — |
REGENCY CENTERS CORPORATION AND REGENCY CENTERS, L.P.
Notes to Consolidated Financial Statements
December 31, 2021
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 | — | — |
Notes Payable
Scheduled principal repayments on notes payable held by our unconsolidated investments in real estate partnerships as of December 31, 2021, 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 | — | 174,864 | 65,149 | |||||||||||||||
| 2024 | 1,877 | 33,690 | — | 35,567 | 14,233 | |||||||||||||||
| 2025 | 2,249 | 137,000 | — | 139,249 | 42,169 | |||||||||||||||
| 2026 | 2,471 | 125,286 | — | 127,757 | 41,768 | |||||||||||||||
| Beyond 5 Years | 8,723 | 697,479 | — | 706,202 | 257,620 | |||||||||||||||
| Net unamortized loan costs, debt premium / (discount) | — | (8,701 | ) | — | (8,701 | ) | (3,080 | ) | ||||||||||||
| Total notes payable | $ | 26,312 | 1,411,255 | 7,300 | 1,444,867 | 516,791 |
These fixed and variable rate loans are all non-recourse to the partnerships, and mature through 2034, with 93.2% having a weighted average fixed interest rate of 3.7%. The remaining notes payable float over LIBOR and had a weighted average variable interest rate of 2.5% at December 31, 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-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 which would be secured by the partner's membership interest.
Management fee income
In addition to earning our Pro-rata share of net income or loss in each of these 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 |
REGENCY CENTERS CORPORATION AND REGENCY CENTERS, L.P.
Notes to Consolidated Financial Statements
December 31, 2021
Other Assets
The following table represents the components of Other assets in the accompanying Consolidated Balance Sheets as of the periods set forth below:
| (in thousands) | December 31, 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 |
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 |
As the Company identifies properties (“reporting units”) that no longer meet its investment criteria, it will evaluate the property for potential sale. A decision to sell a reporting unit results in the need to evaluate its goodwill for recoverability and may result in impairment. Additionally, other changes impacting a reporting unit may be considered a triggering event. If events occur that trigger an impairment evaluation at multiple reporting units, a goodwill impairment may be significant.
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.
Acquired Lease Intangibles
The Company had the following acquired lease intangibles:
| 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 |
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 |
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 |
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.
(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.
REGENCY CENTERS CORPORATION AND REGENCY CENTERS, L.P.
Notes to Consolidated Financial Statements
December 31, 2021
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 |
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 |
- Income Taxes
The Company has elected to be taxed as a REIT under the applicable provisions of the Internal Revenue Code with certain of its subsidiaries treated as taxable REIT subsidiary (“TRS”) entities, which are subject to federal and state income taxes.
The following table summarizes the tax status of dividends paid on our common shares:
| Year ended December 31, | ||||||
| (in thousands) | 2021 | 2020 | 2019 | |||
| Dividend per share | $2.53 | (1) | 2.19 | 2.34 | ||
| Ordinary income | 92% | 100% | 97% | |||
| Capital gain (2) | 8% | —% | 3% | |||
| Additional tax status information: | ||||||
| Qualified dividend income | 1% | —% | —% | |||
| Section 199A dividend | 91% | 100% | 97% | |||
| Section 897 ordinary dividends | 2% | —% | —% | |||
| Section 897 capital gains | 4% | —% | —% |
(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.
(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, 2021, 2020, and 2019 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.
REGENCY CENTERS CORPORATION AND REGENCY CENTERS, L.P.
Notes to Consolidated Financial Statements
December 31, 2021
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)
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.
The tax effects of temporary differences (included in Accounts payable and other liabilities in the accompanying Consolidated Balance Sheets) are summarized as follows:
| December 31, | ||||||||
| (in thousands) | 2021 | 2020 | ||||||
| Deferred tax assets | ||||||||
| Provision for impairment | $ | — | 508 | |||||
| Fixed assets | 1,039 | 1,077 | ||||||
| Net operating loss carryforward | — | 109 | ||||||
| Other | 1,379 | 771 | ||||||
| Deferred tax assets | 2,418 | 2,465 | ||||||
| Valuation allowance | (2,418 | ) | (2,465 | ) | ||||
| Deferred tax assets, net | $ | — | — | |||||
| Deferred tax liabilities | ||||||||
| Straight line rent | $ | — | (88 | ) | ||||
| Fixed assets | (13,004 | ) | (12,943 | ) | ||||
| Other | (340 | ) | — | |||||
| Deferred tax liabilities | (13,344 | ) | (13,031 | ) | ||||
| Net deferred tax liabilities | $ | (13,344 | ) | (13,031 | ) |
The Company believes it is more likely than not that the remaining deferred tax assets will not be realized unless tax planning strategies are implemented.
REGENCY CENTERS CORPORATION AND REGENCY CENTERS, L.P.
Notes to Consolidated Financial Statements
December 31, 2021
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 repaid before maturity, but could be subject to yield maintenance premiums, and are generally due in monthly installments of principal and interest or interest only. Unsecured public debt may be repaid before maturity subject to accrued and unpaid interest through the proposed redemption date and a make-whole premium. Interest on unsecured public and private debt is payable semi-annually.
The Company is required to comply with certain financial covenants for its unsecured public debt as defined in the indenture agreements such as the following ratios: Consolidated Debt to Consolidated Assets, Consolidated Secured Debt to Consolidated Assets, Consolidated Income for Debt Service to Consolidated Debt Service, and Unencumbered Consolidated Assets to Unsecured Consolidated Debt. As of December 31, 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”) with a syndicate of banks. At December 31, 2021, the Line had a borrowing capacity of $1.25 billion, which is reduced by the balance of outstanding borrowings and commitments from issued letters of credit. The Line bears interest at a variable rate of 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 Company is required to comply with certain financial covenants as defined in the Line credit agreement, such as Ratio of Indebtedness to Total Asset Value (“TAV”), Ratio of Unsecured Indebtedness to Unencumbered Asset Value, Ratio of Adjusted EBITDA to Fixed Charges, Ratio of Secured Indebtedness to TAV, Ratio of Unencumbered Net Operating Income to Unsecured Interest Expense, and other covenants customary with this type of unsecured financing. As of December 31, 2021, the Company is in compliance with all financial covenants for the Line.
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.
The Company has $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 repay the maturing balance and leave the property unencumbered. The Company has sufficient capacity on its Line to repay the maturing debt, if necessary.
Derivative Financial Instruments
The Company may use derivative financial instruments, including interest rate swaps, caps, options, floors, and other interest rate derivative contracts, to hedge all or a portion of the interest rate risk associated with its borrowings. The principal objective of such arrangements is to minimize the risks and/or costs associated with the Company’s operating and financial structure as well as to hedge specific anticipated transactions. The Company does not intend to utilize derivatives for speculative transactions or purposes other than 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.
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.
(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, 2021, does not have any derivatives that are not designated as hedges.
REGENCY CENTERS CORPORATION AND REGENCY CENTERS, L.P.
Notes to Consolidated 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 (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)
At December 31, 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, 2021, the Company expects approximately $3.0 million of accumulated 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.
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 |
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, 2021 and 2020, respectively. These fair value measurements maximize the use of observable inputs which are classified within Level 2 of the fair value hierarchy. However, in situations where there is little, if any, market activity for the asset or liability at the measurement date, the fair value measurement reflects the Company's own judgments about the assumptions that market participants would use in pricing the asset or liability.
The Company develops its judgments based on the best information available at the measurement date, including expected cash flows, appropriately risk-adjusted discount rates, and available observable and unobservable inputs. Service providers involved in fair value measurements are evaluated for competency and qualifications on an ongoing basis. As considerable judgment is often necessary to estimate the fair value of these financial instruments, the fair values presented above are not necessarily indicative of amounts that will be realized upon disposition of the financial instruments.
(b)
Fair Value Measurements
The following financial instruments are measured at fair value on a recurring basis:
Securities
The Company has investments in marketable securities that are included within Other assets on the accompanying Consolidated Balance Sheets. The fair value of the securities was determined using quoted prices in active markets, which
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 income in the accompanying Consolidated Statements of Operations, and includes unrealized gains of $1.7 million, $3.0 million, and $3.8 million for the years ended December 31, 2021, 2020, and 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.
Interest Rate Derivatives
The fair value of the Company's interest rate derivatives is determined using widely accepted valuation techniques including discounted cash flow analysis on the expected cash flows of each derivative. This analysis reflects the contractual terms of the derivatives, including the period to maturity, and uses observable market-based inputs, including interest rate curves and implied volatilities. The Company incorporates credit valuation adjustments to appropriately reflect both its own nonperformance risk and the respective counterparty's nonperformance risk in the fair value measurements.
Although the Company has determined that the majority of the inputs used to value its derivatives fall within Level 2 of the fair value hierarchy, the credit valuation adjustments associated with its derivatives utilize Level 3 inputs, such as estimates of current credit spreads, to evaluate the likelihood of default by the Company and its counterparties. The Company has assessed the significance of the impact of the credit valuation adjustments on the overall valuation of its derivative positions and has determined that the credit valuation adjustments are not significant to the overall valuation of its interest rate swaps. As a result, the Company determined that its interest rate swaps valuation in its entirety is classified in Level 2 of the fair value hierarchy.
The following tables present the placement in the fair value hierarchy of assets and liabilities that are measured at fair value on a recurring basis:
| Fair Value Measurements as of December 31, 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 | ) | — |
REGENCY CENTERS CORPORATION AND REGENCY CENTERS, L.P.
Notes to Consolidated Financial Statements
December 31, 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 | ) |
During the year ended December 31, 2021, the Company recorded a provision for impairment of $84.3 million on the Potrero shopping centers (200 Potrero and Potrero Center) which are classified as held and used and were 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 one operating property which is classified as held and used. The property was impaired as a result of limited visibility for replacement prospects for this property. The 2020 fair value was based on third-party offers for the property and is reflected in the above Level 2 fair value hierarchy.
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”) Program
Under the Parent Company's ATM equity offering program, the Parent Company may sell up to $500.0 million of common stock at prices determined by the market at the time of sale.
During 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 two 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 approximately $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 under the forward 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 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.
REGENCY CENTERS CORPORATION AND REGENCY CENTERS, L.P.
Notes to Consolidated Financial Statements
December 31, 2021
As of December 31, 2021, $350.4 million of common stock remained available for issuance under this ATM equity program.
Share Repurchase Program
On February 3, 2021, 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 or in privately negotiated transactions. Any shares purchased, if not retired, will be 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 numbers of shares purchased under the program depend upon marketplace conditions, liquidity needs, and other factors. Through December 31, 2021, no shares have been repurchased under this program.
Common Units of the Operating Partnership
Common units of the operating partnership are issued or redeemed and retired for each of the shares of Parent Company common stock issued or repurchased and retired, as described above. 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 | % |
Stock-Based Compensation
The Company recorded stock-based compensation in General and administrative expenses in the accompanying Consolidated Statements of Operations, the components of which are further described below:
| Year ended December 31, | ||||||||||||
| (in thousands) | 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.
The Company established its Omnibus Incentive Plan (the “Plan”) under which the Board of Directors may grant stock options and other stock-based awards to officers, directors, and other key employees. The Plan allows the Company to issue up to 5.0 million shares in the form of the Parent Company's common stock or stock options. As of December 31, 2021, there were 4.3 million shares available for grant under the Plan either through stock options or restricted stock awards.
Restricted Stock Awards
The Company grants restricted stock under the Plan to its employees as a form of long-term compensation and retention. The terms of each restricted stock grant vary depending upon the participant's responsibilities and position within the Company. The Company's stock grants can be categorized as either time-based awards, performance-based awards, or market-based awards. All awards are valued at fair value, earn dividends throughout the vesting period, and have no voting rights. Fair value is measured using the grant date market price for all time-based or performance-based awards. Market based awards are valued using a Monte Carlo simulation to estimate the fair value based on the probability of satisfying the market conditions and the projected stock price at the time of payout, discounted to the valuation date over a three year performance period. Assumptions include historic volatility over the previous three year period, risk-free interest rates, and Regency's historic daily return as compared to the market index. Since the award payout includes dividend equivalents and the total
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.
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.
(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.
REGENCY CENTERS CORPORATION AND REGENCY CENTERS, L.P.
Notes to Consolidated Financial Statements
December 31, 2021
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, 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 $4.1 million, $3.5 million, and $3.5 million for the years ended December 31, 2021, 2020, and 2019, respectively.
Non-Qualified Deferred Compensation Plan (“NQDCP”)
The Company maintains a NQDCP which allows select employees and directors to defer part or all of their cash bonus, director fees, and vested restricted stock awards. All contributions into the participants' accounts are fully vested upon contribution to the NQDCP and are deposited in a Rabbi trust.
The following table reflects the balances of the assets and deferred compensation liabilities of the Rabbi trust and related participant account obligations in the accompanying Consolidated Balance Sheets, excluding Regency stock:
| Year ended December 31, | ||||||||||
| (in thousands) | 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 |
Realized and unrealized gains and losses on securities held in the NQDCP are recognized within Net investment income in the accompanying Consolidated Statements of Operations. Changes in participant obligations, which is based on changes in the value of their investment elections, is recognized within General and administrative expenses within the accompanying Consolidated Statements of Operations.
Investments in shares of the Company's common stock are included, at cost, as Treasury stock in the accompanying Consolidated Balance Sheets of the Parent Company and as a reduction of General partner capital in the accompanying Consolidated Balance Sheets of the Operating Partnership. The participant's deferred compensation liability attributable to the participants' investments in shares of the Company's common stock are included, at cost, within Additional paid in capital in the accompanying Consolidated Balance Sheets of the Parent Company and as a reduction of General partner capital in the accompanying Consolidated Balance Sheets of the Operating Partnership. Changes in participant account balances related to the Regency common stock fund are recorded directly within stockholders' equity.
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.
(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.
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, 2021, 2020, and 2019, were 761,955, 765,046, and 464,286, 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.
(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.
Commitments and Contingencies
Litigation
The Company is involved in litigation on a number of matters, and is subject to other disputes that arise in the ordinary course of business. While the outcome of any particular lawsuit or dispute cannot be predicted with certainty, in the opinion of management, the Company's currently pending litigation and disputes are not expected to have a material adverse effect on the Company's consolidated financial position, results of operations, or liquidity. Legal fees are expensed as incurred.
Environmental
The Company is subject to numerous environmental laws and regulations pertaining primarily to chemicals historically used by certain current and former dry cleaning tenants, the existence of asbestos in older shopping centers, older underground petroleum storage tanks and other historic land 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 its shopping centers have revealed all potential environmental contaminants; that its estimate of liabilities will not change as more information becomes available; that any previous owner, occupant or tenant did not create any material environmental condition not known to the Company; that the current environmental condition of the shopping centers will not be affected by tenants and occupants, by the condition of nearby properties, or by unrelated third parties; and that changes in applicable environmental laws and regulations or their interpretation will not result in additional environmental liability to the Company.
Letters of Credit
The Company has the right to issue letters of credit under the Line up to an amount not to exceed $50.0 million, which reduces the credit availability under the Line. These letters of credit are primarily issued as collateral on behalf of its captive insurance program and to facilitate the construction of development projects. As of December 31, 2021 and 2020, the Company had $9.4 million and $9.7 million, respectively, in letters of credit outstanding.
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 | |||||||||||||||||||||||||||
| 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 | — |
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 | |||||||||||||||||||||||||||
| 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 | — |
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 | |||||||||||||||||||||||||||
| 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 | — |
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 | — |
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 | — |
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 | — |
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 | — |
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.
(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.
REGENCY CENTERS CORPORATION AND REGENCY CENTERS, L.P.
Schedule III - Consolidated Real Estate and Accumulated Depreciation
December 31, 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 $9.2 billion at December 31, 2021.
The changes in total real estate assets for the years ended December 31, 2021, 2020, and 2019 are as 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, 2021, 2020, and 2019 are as 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.
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