filings.toolsItem 8. Consolidated Financial Statements and Supplementary Data
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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 the Board of Directors of
Regency Centers Corporation:
Opinion on the Consolidated Financial Statements
We have audited the accompanying consolidated balance sheets of Regency Centers Corporation and subsidiaries (the Company) as of December 31, 2022 and 2021, 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, 2022, 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, 2022 and 2021, and the results of its operations and its cash flows for each of the years in the three-year period ended December 31, 2022, 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, 2022, 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, 2023 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 expected hold periods for certain real estate assets
As discussed in Note 1 to the consolidated financial statements and presented on the consolidated balance sheet, real estate assets, less accumulated depreciation was $9.4 billion as of December 31, 2022. The Company evaluates real estate properties (including any related amortizable intangible assets or liabilities) for impairment whenever there are events or changes in circumstances that indicate the carrying value of the real estate properties may not be recoverable.
We identified the Company’s assessment of events or changes in circumstances that could indicate a shortened expected hold period for certain real estate properties as a critical audit matter. Subjective auditor judgment was required to evaluate the events or changes in circumstances assessed by the Company that could indicate shortened expected hold periods for certain real estate properties. A shortening of the expected hold period could indicate a potential impairment.
The following are the primary procedures we performed to address this critical audit matter. We evaluated the design and tested the operating effectiveness of a control related to the Company’s assessment of events or changes in circumstances that could indicate shortened expected hold periods for certain real estate properties. To evaluate relevant events or changes in circumstances indicating a potential shortening of the expected holding period, we:
inquired of management and obtained written representations regarding potential property disposal plans, if any
read minutes of the meetings of the Company’s board of directors
inquired about the Company’s plans with those in the organization who are responsible for, and have authority over, potential disposition activities
compared management’s assessment of properties with potential shortened expected hold periods to information obtained from those in the organization responsible for disposition activity
inspected listings from external sources of real estate properties for sale by the Company.
/s/ KPMG LLP
We have served as the Company's auditor since 1993.
Jacksonville, Florida
February 17, 2023
Report of Independent Registered Public Accounting Firm
To the Stockholders and the Board of Directors of
Regency Centers Corporation:
Opinion on Internal Control Over Financial Reporting
We have audited Regency Centers Corporation and subsidiaries' (the Company) internal control over financial reporting as of December 31, 2022, 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, 2022, 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, 2022 and 2021, 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, 2022, 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, 2023 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, 2023
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, 2022 and 2021, 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, 2022, 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, 2022 and 2021, and the results of its operations and its cash flows for each of the years in the three-year period ended December 31, 2022, 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, 2022, 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, 2023 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 expected hold periods for certain real estate assets
As discussed in Note 1 to the consolidated financial statements and presented on the consolidated balance sheet, real estate assets, less accumulated depreciation was $9.4 billion as of December 31, 2022. The Partnership evaluates real estate properties (including any related amortizable intangible assets or liabilities) for impairment whenever there are events or changes in circumstances that indicate the carrying value of the real estate properties may not be recoverable.
We identified the Partnership’s assessment of events or changes in circumstances that could indicate a shortened expected hold period for certain real estate properties as a critical audit matter. Subjective auditor judgment was required to evaluate the events or changes in circumstances assessed by the Partnership that could indicate shortened expected hold periods for certain real estate properties. A shortening of the expected hold period could indicate a potential impairment.
The following are the primary procedures we performed to address this critical audit matter. We evaluated the design and tested the operating effectiveness of a control related to the Partnership’s assessment of events or changes in circumstances that could indicate shortened expected hold periods for certain real estate properties. To evaluate relevant events or changes in circumstances indicating a potential shortening of the expected hold period, we:
inquired of management and obtained written representations regarding potential property disposal plans, if any
read minutes of the meetings of the general partner’s board of directors
inquired about the Partnership’s plans with those in the organization who are responsible for, and have authority over, potential disposition activities
compared management’s assessment of properties with potential shortened expected hold periods to information obtained from those in the organization responsible for disposition activity
inspected listings from external sources of real estate properties for sale by the Partnership.
/s/ KPMG LLP
We have served as the Partnership's auditor since 1998.
Jacksonville, Florida
February 17, 2023
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, 2022, 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, 2022, 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, 2022 and 2021, 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, 2022, 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, 2023 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, 2023
RE****GENCY CENTERS CORPORATION
Consolidated Balance Sheets
December 31, 2022 and 2021
(in thousands, except share data)
| 2022 | 2021 | |||||||
| Assets | ||||||||
| Net real estate investments: | ||||||||
| Real estate assets, at cost (note 1) | $ | 11,858,064 | 11,495,581 | |||||
| Less: accumulated depreciation | 2,415,860 | 2,174,963 | ||||||
| Real estate assets, net | 9,442,204 | 9,320,618 | ||||||
| Investments in real estate partnerships (note 4) | 350,377 | 372,591 | ||||||
| Net real estate investments | 9,792,581 | 9,693,209 | ||||||
| Properties held for sale | — | 25,574 | ||||||
| Cash, cash equivalents, and restricted cash, including $2,310 and $1,930 of restricted cash at December 31, 2022 and 2021, respectively (note 1) | 68,776 | 95,027 | ||||||
| Tenant and other receivables (note 1) | 188,863 | 153,091 | ||||||
| Deferred leasing costs, less accumulated amortization of $117,137 and $117,878 at December 31, 2022 and 2021, respectively | 68,945 | 65,741 | ||||||
| Acquired lease intangible assets, less accumulated amortization of $338,053 and $312,186 at December 31, 2022 and 2021, respectively (note 6) | 197,745 | 212,707 | ||||||
| Right of use assets, net | 275,513 | 280,783 | ||||||
| Other assets (note 5) | 267,797 | 266,431 | ||||||
| Total assets | $ | 10,860,220 | 10,792,563 | |||||
| Liabilities and Equity | ||||||||
| Liabilities: | ||||||||
| Notes payable (note 9) | $ | 3,726,754 | 3,718,944 | |||||
| Accounts payable and other liabilities | 317,259 | 322,271 | ||||||
| Acquired lease intangible liabilities, less accumulated amortization of $193,315 and $172,293 at December 31, 2022 and 2021, respectively (note 6) | 354,204 | 363,276 | ||||||
| Lease liabilities | 213,722 | 215,788 | ||||||
| Tenants’ security, escrow deposits and prepaid rent | 70,242 | 62,352 | ||||||
| Total liabilities | 4,682,181 | 4,682,631 | ||||||
| Commitments and contingencies (note 16) | — | — | ||||||
| Equity: | ||||||||
| Stockholders’ equity (note 12): | ||||||||
| Common stock $0.01 par value per share, 220,000,000 shares authorized; 171,124,593 and 171,213,008 shares issued at December 31, 2022 and 2021, respectively | 1,711 | 1,712 | ||||||
| Treasury stock at cost, 465,415 and 427,901 shares held at December 31, 2022 and 2021, respectively | (24,461 | ) | (22,758 | ) | ||||
| Additional paid-in capital | 7,877,152 | 7,883,458 | ||||||
| Accumulated other comprehensive income (loss) | 7,560 | (10,227 | ) | |||||
| Distributions in excess of net income | (1,764,977 | ) | (1,814,814 | ) | ||||
| Total stockholders’ equity | 6,096,985 | 6,037,371 | ||||||
| Noncontrolling interests (note 12): | ||||||||
| Exchangeable operating partnership units, aggregate redemption value of $46,340 and $56,844 at December 31, 2022 and 2021, respectively | 34,489 | 35,447 | ||||||
| Limited partners’ interests in consolidated partnerships (note 1) | 46,565 | 37,114 | ||||||
| Total noncontrolling interests | 81,054 | 72,561 | ||||||
| Total equity | 6,178,039 | 6,109,932 | ||||||
| Total liabilities and equity | $ | 10,860,220 | 10,792,563 |
See accompanying notes to Consolidated Financial Statements.
RE****GENCY CENTERS CORPORATION
Consolidated Statements of Operations
For the years ended December 31, 2022, 2021, and 2020
(in thousands, except per share data)
| 2022 | 2021 | 2020 | ||||||||||
| Revenues: | ||||||||||||
| Lease income | $ | 1,187,452 | 1,113,368 | 980,166 | ||||||||
| Other property income | 10,719 | 12,456 | 9,508 | |||||||||
| Management, transaction, and other fees | 25,851 | 40,337 | 26,501 | |||||||||
| Total revenues | 1,224,022 | 1,166,161 | 1,016,175 | |||||||||
| Operating expenses: | ||||||||||||
| Depreciation and amortization | 319,697 | 303,331 | 345,900 | |||||||||
| Property operating expense | 196,148 | 184,553 | 170,073 | |||||||||
| Real estate taxes | 149,795 | 142,129 | 143,004 | |||||||||
| General and administrative | 79,903 | 78,218 | 75,001 | |||||||||
| Other operating expenses | 6,166 | 5,751 | 12,642 | |||||||||
| Total operating expenses | 751,709 | 713,982 | 746,620 | |||||||||
| Other expense (income): | ||||||||||||
| Interest expense, net | 146,186 | 145,170 | 156,678 | |||||||||
| Goodwill impairment | — | — | 132,128 | |||||||||
| Provision for impairment of real estate | — | 84,389 | 18,536 | |||||||||
| Gain on sale of real estate, net of tax | (109,005 | ) | (91,119 | ) | (67,465 | ) | ||||||
| Early extinguishment of debt | — | — | 21,837 | |||||||||
| Net investment loss (income) | 6,921 | (5,463 | ) | (5,307 | ) | |||||||
| Total other expense (income) | 44,102 | 132,977 | 256,407 | |||||||||
| Income from operations before equity in income of investments in real estate partnerships | 428,211 | 319,202 | 13,148 | |||||||||
| Equity in income of investments in real estate partnerships (note 4) | 59,824 | 47,086 | 34,169 | |||||||||
| Net income | 488,035 | 366,288 | 47,317 | |||||||||
| Noncontrolling interests: | ||||||||||||
| Exchangeable operating partnership units | (2,105 | ) | (1,615 | ) | (203 | ) | ||||||
| Limited partners’ interests in consolidated partnerships | (3,065 | ) | (3,262 | ) | (2,225 | ) | ||||||
| Income attributable to noncontrolling interests | (5,170 | ) | (4,877 | ) | (2,428 | ) | ||||||
| Net income attributable to common stockholders | $ | 482,865 | 361,411 | 44,889 | ||||||||
| Income per common share - basic (note 15) | $ | 2.82 | 2.12 | 0.27 | ||||||||
| Income per common share - diluted (note 15) | $ | 2.81 | 2.12 | 0.26 |
See accompanying notes to Consolidated Financial Statements.
REG****ENCY CENTERS CORPORATION
Consolidated Statements of Comprehensive Income
For the years ended December 31, 2022, 2021, and 2020
(in thousands)
| 2022 | 2021 | 2020 | ||||||||||
| Net income | $ | 488,035 | 366,288 | 47,317 | ||||||||
| Other comprehensive income (loss): | ||||||||||||
| Effective portion of change in fair value of derivative instruments: | ||||||||||||
| Effective portion of change in fair value of derivative instruments | 20,061 | 5,391 | (19,187 | ) | ||||||||
| Reclassification adjustment of derivative instruments included in net income | 833 | 4,141 | 11,262 | |||||||||
| Unrealized (loss) gain on available-for-sale securities | (1,309 | ) | (405 | ) | 320 | |||||||
| Other comprehensive income (loss) | 19,585 | 9,127 | (7,605 | ) | ||||||||
| Comprehensive income | 507,620 | 375,415 | 39,712 | |||||||||
| Less: comprehensive income attributable to noncontrolling interests: | ||||||||||||
| Net income attributable to noncontrolling interests | 5,170 | 4,877 | 2,428 | |||||||||
| Other comprehensive income (loss) attributable to noncontrolling interests | 1,798 | 729 | (977 | ) | ||||||||
| Comprehensive income attributable to noncontrolling interests | 6,968 | 5,606 | 1,451 | |||||||||
| Comprehensive income attributable to the Company | $ | 500,652 | 369,809 | 38,261 |
See accompanying notes to Consolidated Financial Statements.
REG****ENCY CENTERS CORPORATION
Consolidated Statements of Equity
For the years ended December 31, 2022, 2021, and 2020
(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, 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 (loss) income: | ||||||||||||||||||||||||||||||||||||||||
| Other comprehensive loss 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 ($2.380 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 | ||||||||||||||||||||||||||
| 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 ($2.410 per share) | — | — | — | — | (410,419 | ) | (410,419 | ) | (1,836 | ) | — | (1,836 | ) | (412,255 | ) | |||||||||||||||||||||||||
| Balance at December 31, 2021 | $ | 1,712 | **(**22,758 | ) | 7,883,458 | **(**10,227 | ) | **(**1,814,814 | ) | 6,037,371 | 35,447 | 37,114 | 72,561 | 6,109,932 |
| 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, 2021 | $ | 1,712 | **(**22,758 | ) | 7,883,458 | **(**10,227 | ) | **(**1,814,814 | ) | 6,037,371 | 35,447 | 37,114 | 72,561 | 6,109,932 | ||||||||||||||||||||||||||
| Net income | — | — | — | — | 482,865 | 482,865 | 2,105 | 3,065 | 5,170 | 488,035 | ||||||||||||||||||||||||||||||
| Other comprehensive income | ||||||||||||||||||||||||||||||||||||||||
| Other comprehensive income before reclassifications | — | — | — | 17,008 | — | 17,008 | 80 | 1,664 | 1,744 | 18,752 | ||||||||||||||||||||||||||||||
| Amounts reclassified from accumulated other comprehensive income | — | — | — | 779 | — | 779 | 5 | 49 | 54 | 833 | ||||||||||||||||||||||||||||||
| Deferred compensation plan, net | — | (1,703 | ) | 1,702 | — | — | (1 | ) | — | — | — | (1 | ) | |||||||||||||||||||||||||||
| Restricted stock issued, net of amortization | 2 | — | 16,665 | — | — | 16,667 | — | — | — | 16,667 | ||||||||||||||||||||||||||||||
| Common stock repurchased for taxes withheld for stock based compensation, net | — | — | (5,858 | ) | — | — | (5,858 | ) | — | — | — | (5,858 | ) | |||||||||||||||||||||||||||
| Common stock repurchased and retired | (13 | ) | — | (75,406 | ) | — | — | (75,419 | ) | — | — | — | (75,419 | ) | ||||||||||||||||||||||||||
| Common stock issued under dividend reinvestment plan | — | — | 524 | — | — | 524 | — | — | — | 524 | ||||||||||||||||||||||||||||||
| Common stock issued for partnership units exchanged | — | — | 1,275 | — | — | 1,275 | (1,275 | ) | — | (1,275 | ) | — | ||||||||||||||||||||||||||||
| Common stock issued, net of issuance costs | 10 | — | 61,274 | — | — | 61,284 | — | — | — | 61,284 | ||||||||||||||||||||||||||||||
| Reallocation of noncontrolling interest, net of transaction costs | — | — | (6,482 | ) | — | — | (6,482 | ) | — | 6,266 | 6,266 | (216 | ) | |||||||||||||||||||||||||||
| Contributions from partners | — | — | — | — | — | — | — | 13,223 | 13,223 | 13,223 | ||||||||||||||||||||||||||||||
| Distributions to partners | — | — | — | — | — | — | — | (14,816 | ) | (14,816 | ) | (14,816 | ) | |||||||||||||||||||||||||||
| Cash dividends declared: | ||||||||||||||||||||||||||||||||||||||||
| Common stock/unit ($2.525 per share) | — | — | — | — | (433,028 | ) | (433,028 | ) | (1,873 | ) | — | (1,873 | ) | (434,901 | ) | |||||||||||||||||||||||||
| Balance at December 31, 2022 | $ | 1,711 | **(**24,461 | ) | 7,877,152 | 7,560 | **(**1,764,977 | ) | 6,096,985 | 34,489 | 46,565 | 81,054 | 6,178,039 |
See accompanying notes to Consolidated Financial Statements.
REG****ENCY CENTERS CORPORATION
Consolidated Statements of Cash Flows
For the years ended December 31, 2022, 2021, and 2020
(in thousands)
| 2022 | 2021 | 2020 | ||||||||||
| Cash flows from operating activities: | ||||||||||||
| Net income | $ | 488,035 | 366,288 | 47,317 | ||||||||
| Adjustments to reconcile net income to net cash provided by operating activities: | ||||||||||||
| Depreciation and amortization | 319,697 | 303,331 | 345,900 | |||||||||
| Amortization of deferred loan costs and debt premiums | 5,799 | 6,003 | 9,023 | |||||||||
| (Accretion) and amortization of above and below market lease intangibles, net | (20,995 | ) | (22,936 | ) | (40,540 | ) | ||||||
| Stock-based compensation, net of capitalization | 16,521 | 12,515 | 13,581 | |||||||||
| Equity in income of investments in real estate partnerships | (59,824 | ) | (47,086 | ) | (34,169 | ) | ||||||
| Gain on sale of real estate, net of tax | (109,005 | ) | (91,119 | ) | (67,465 | ) | ||||||
| Provision for impairment of real estate | — | 84,389 | 18,536 | |||||||||
| Goodwill impairment | — | — | 132,128 | |||||||||
| Early extinguishment of debt | — | — | 21,837 | |||||||||
| Distribution of earnings from investments in real estate partnerships | 61,416 | 71,934 | 47,703 | |||||||||
| Settlement of derivative instrument | — | (2,472 | ) | — | ||||||||
| Deferred compensation (revenue) expense | (6,128 | ) | 4,572 | 4,668 | ||||||||
| Realized and unrealized loss (gain) on investments | 7,040 | (5,348 | ) | (5,519 | ) | |||||||
| Changes in assets and liabilities: | ||||||||||||
| Tenant and other receivables | (35,274 | ) | (24,869 | ) | 16,944 | |||||||
| Deferred leasing costs | (10,801 | ) | (6,966 | ) | (6,973 | ) | ||||||
| Other assets | 1,292 | (1,226 | ) | (1,200 | ) | |||||||
| Accounts payable and other liabilities | (9,088 | ) | 6,677 | 997 | ||||||||
| Tenants’ security, escrow deposits and prepaid rent | 7,130 | 5,701 | (3,650 | ) | ||||||||
| Net cash provided by operating activities | 655,815 | 659,388 | 499,118 | |||||||||
| Cash flows from investing activities: | ||||||||||||
| Acquisition of operating real estate, net of cash acquired of $3,061 and $2,991 in 2022 and 2021, respectively | (169,639 | ) | (392,051 | ) | (16,767 | ) | ||||||
| Real estate development and capital improvements | (195,418 | ) | (177,631 | ) | (180,804 | ) | ||||||
| Proceeds from sale of real estate | 143,133 | 206,193 | 189,444 | |||||||||
| Proceeds from property insurance casualty claims | — | — | 7,957 | |||||||||
| Collection (issuance) of notes receivable, net | 1,823 | (20 | ) | (1,340 | ) | |||||||
| Investments in real estate partnerships | (36,266 | ) | (23,476 | ) | (51,440 | ) | ||||||
| Return of capital from investments in real estate partnerships | 48,473 | 99,945 | 32,125 | |||||||||
| Dividends on investment securities | 1,113 | 813 | 353 | |||||||||
| Acquisition of investment securities | (21,112 | ) | (23,971 | ) | (25,155 | ) | ||||||
| Proceeds from sale of investment securities | 21,785 | 23,846 | 19,986 | |||||||||
| Net cash used in investing activities | (206,108 | ) | (286,352 | ) | (25,641 | ) |
| 2022 | 2021 | 2020 | ||||||||||
| Cash flows from financing activities: | ||||||||||||
| Net proceeds from common stock issuance | 61,284 | 82,510 | 125,608 | |||||||||
| Repurchase of common shares in conjunction with equity award plans | (6,447 | ) | (4,083 | ) | (5,512 | ) | ||||||
| Proceeds from sale of treasury stock | 64 | 96 | 269 | |||||||||
| Common shares repurchased through share repurchase program | (75,419 | ) | — | — | ||||||||
| Distributions to limited partners in consolidated partnerships, net | (7,245 | ) | (4,345 | ) | (2,770 | ) | ||||||
| Distributions to exchangeable operating partnership unit holders | (1,867 | ) | (1,815 | ) | (1,366 | ) | ||||||
| Dividends paid to common stockholders | (428,276 | ) | (403,085 | ) | (300,537 | ) | ||||||
| Repayment of fixed rate unsecured notes | — | — | (300,000 | ) | ||||||||
| Proceeds from issuance of fixed rate unsecured notes, net | — | — | 598,830 | |||||||||
| Proceeds from unsecured credit facilities | 95,000 | — | 610,000 | |||||||||
| Repayments of proceeds from unsecured credit facilities, net | (95,000 | ) | (265,000 | ) | (830,000 | ) | ||||||
| Repayment of notes payable | (6,745 | ) | (42,014 | ) | (67,189 | ) | ||||||
| Scheduled principal payments | (11,219 | ) | (11,255 | ) | (11,104 | ) | ||||||
| Payment of loan costs | (88 | ) | (7,468 | ) | (5,063 | ) | ||||||
| Early redemption costs | — | — | (21,755 | ) | ||||||||
| Net cash used in financing activities | (475,958 | ) | (656,459 | ) | (210,589 | ) | ||||||
| Net (decrease) increase in cash, cash equivalents, and restricted cash | (26,251 | ) | (283,423 | ) | 262,888 | |||||||
| Cash, cash equivalents, and restricted cash at beginning of the year | 95,027 | 378,450 | 115,562 | |||||||||
| Cash, cash equivalents, and restricted cash at end of the year | $ | 68,776 | 95,027 | 378,450 | ||||||||
| Supplemental disclosure of cash flow information: | ||||||||||||
| Cash paid for interest (net of capitalized interest of $4,166, $4,202, and $4,355 in 2022, 2021, and 2020, respectively) | $ | 141,359 | 140,084 | 151,338 | ||||||||
| Cash paid for income taxes, net of refunds | $ | 570 | 378 | 1,870 | ||||||||
| Supplemental disclosure of non-cash transactions: | ||||||||||||
| Common stock and exchangeable operating partnership dividends declared but not paid | $ | 111,709 | 107,480 | 101,412 | ||||||||
| Exchangeable operating partnership units issued for acquisition of real estate | $ | — | — | 1,275 | ||||||||
| Previously held equity investments in real estate assets acquired | $ | 17,179 | (4,609 | ) | 5,986 | |||||||
| Mortgage loans assumed by Company with the acquisition of real estate | $ | 22,779 | 111,104 | 16,359 | ||||||||
| Mortgage loan assumed by purchaser with the sale of real estate | $ | — | — | 8,250 | ||||||||
| Common stock issued by Parent Company for partnership units exchanged | $ | 1,275 | 99 | — | ||||||||
| Real estate received in lieu of promote interest | $ | — | 13,589 | — | ||||||||
| Change in fair value of securities | $ | 1,658 | 513 | 315 | ||||||||
| Change in accrued capital expenditures | $ | 4,888 | 10,188 | 12,166 | ||||||||
| Common stock issued for dividend reinvestment plan | $ | 524 | 1,286 | 1,139 | ||||||||
| Stock-based compensation capitalized | $ | 735 | 666 | 1,119 | ||||||||
| Contributions from (distributions to) limited partners in consolidated partnerships, net | $ | 5,436 | — | (1,512 | ) | |||||||
| Reallocation of equity upon acquisition of a limited partner's interest in a consolidated partnership | $ | 6,266 | — | — | ||||||||
| Common stock issued for dividend reinvestment in trust | $ | 1,126 | 1,084 | 819 | ||||||||
| Contribution of stock awards into trust | $ | 2,250 | 1,416 | 1,524 | ||||||||
| Distribution of stock held in trust | $ | 786 | 3,647 | 1,052 |
See accompanying notes to Consolidated Financial Statements.
RE****GENCY CENTERS, L.P.
Consolidated Balance Sheets
December 31, 2022 and 2021
(in thousands, except unit data)
| 2022 | 2021 | |||||||
| Assets | ||||||||
| Net real estate investments: | ||||||||
| Real estate assets, at cost (note 1) | $ | 11,858,064 | 11,495,581 | |||||
| Less: accumulated depreciation | 2,415,860 | 2,174,963 | ||||||
| Real estate assets, net | 9,442,204 | 9,320,618 | ||||||
| Investments in real estate partnerships (note 4) | 350,377 | 372,591 | ||||||
| Net real estate investments | 9,792,581 | 9,693,209 | ||||||
| Properties held for sale | — | 25,574 | ||||||
| Cash, cash equivalents, and restricted cash, including $2,310 and $1,930 of restricted cash at December 31, 2022 and 2021, respectively (note 1) | 68,776 | 95,027 | ||||||
| Tenant and other receivables (note 1) | 188,863 | 153,091 | ||||||
| Deferred leasing costs, less accumulated amortization of $117,137 and $117,878 at December 31, 2022 and 2021, respectively | 68,945 | 65,741 | ||||||
| Acquired lease intangible assets, less accumulated amortization of $338,053 and $312,186 at December 31, 2022 and 2021, respectively (note 6) | 197,745 | 212,707 | ||||||
| Right of use assets, net | 275,513 | 280,783 | ||||||
| Other assets (note 5) | 267,797 | 266,431 | ||||||
| Total assets | $ | 10,860,220 | 10,792,563 | |||||
| Liabilities and Capital | ||||||||
| Liabilities: | ||||||||
| Notes payable (note 9) | $ | 3,726,754 | 3,718,944 | |||||
| Accounts payable and other liabilities | 317,259 | 322,271 | ||||||
| Acquired lease intangible liabilities, less accumulated amortization of $193,315 and $172,293 at December 31, 2022 and 2021, respectively (note 6) | 354,204 | 363,276 | ||||||
| Lease liabilities | 213,722 | 215,788 | ||||||
| Tenants’ security, escrow deposits and prepaid rent | 70,242 | 62,352 | ||||||
| Total liabilities | 4,682,181 | 4,682,631 | ||||||
| Commitments and contingencies (note 16) | — | — | ||||||
| Capital: | ||||||||
| Partners’ capital (note 12): | ||||||||
| General partner; 171,124,593 and 171,213,008 units outstanding at December 31, 2022 and 2021, respectively | 6,089,425 | 6,047,598 | ||||||
| Limited partners; 741,433 and 760,046 units outstanding at December 31, 2022 and 2021 | 34,489 | 35,447 | ||||||
| Accumulated other comprehensive income (loss) | 7,560 | (10,227 | ) | |||||
| Total partners’ capital | 6,131,474 | 6,072,818 | ||||||
| Noncontrolling interests: Limited partners’ interests in consolidated partnerships | 46,565 | 37,114 | ||||||
| Total capital | 6,178,039 | 6,109,932 | ||||||
| Total liabilities and capital | $ | 10,860,220 | 10,792,563 |
See accompanying notes to Consolidated Financial Statements.
REG****ENCY CENTERS, L.P.
Consolidated Statements of Operations
For the years ended December 31, 2022, 2021, and 2020
(in thousands, except per unit data)
| 2022 | 2021 | 2020 | ||||||||||
| Revenues: | ||||||||||||
| Lease income | $ | 1,187,452 | 1,113,368 | 980,166 | ||||||||
| Other property income | 10,719 | 12,456 | 9,508 | |||||||||
| Management, transaction, and other fees | 25,851 | 40,337 | 26,501 | |||||||||
| Total revenues | 1,224,022 | 1,166,161 | 1,016,175 | |||||||||
| Operating expenses: | ||||||||||||
| Depreciation and amortization | 319,697 | 303,331 | 345,900 | |||||||||
| Property operating expense | 196,148 | 184,553 | 170,073 | |||||||||
| Real estate taxes | 149,795 | 142,129 | 143,004 | |||||||||
| General and administrative | 79,903 | 78,218 | 75,001 | |||||||||
| Other operating expenses | 6,166 | 5,751 | 12,642 | |||||||||
| Total operating expenses | 751,709 | 713,982 | 746,620 | |||||||||
| Other expense (income): | ||||||||||||
| Interest expense, net | 146,186 | 145,170 | 156,678 | |||||||||
| Goodwill impairment | — | — | 132,128 | |||||||||
| Provision for impairment of real estate | — | 84,389 | 18,536 | |||||||||
| Gain on sale of real estate, net of tax | (109,005 | ) | (91,119 | ) | (67,465 | ) | ||||||
| Early extinguishment of debt | — | — | 21,837 | |||||||||
| Net investment loss (income) | 6,921 | (5,463 | ) | (5,307 | ) | |||||||
| Total other expense (income) | 44,102 | 132,977 | 256,407 | |||||||||
| Income from operations before equity in income of investments in real estate partnerships | 428,211 | 319,202 | 13,148 | |||||||||
| Equity in income of investments in real estate partnerships (note 4) | 59,824 | 47,086 | 34,169 | |||||||||
| Net income | 488,035 | 366,288 | 47,317 | |||||||||
| Limited partners’ interests in consolidated partnerships | (3,065 | ) | (3,262 | ) | (2,225 | ) | ||||||
| Net income attributable to common unit holders | $ | 484,970 | 363,026 | 45,092 | ||||||||
| Income per common unit - basic (note 15): | $ | 2.82 | 2.12 | 0.27 | ||||||||
| Income per common unit - diluted (note 15): | $ | 2.81 | 2.12 | 0.26 |
See accompanying notes to Consolidated Financial Statements.
REG****ENCY CENTERS, L.P.
Consolidated Statements of Comprehensive Income
For the years ended December 31, 2022, 2021, and 2020
(in thousands)
| 2022 | 2021 | 2020 | ||||||||||
| Net income | $ | 488,035 | 366,288 | 47,317 | ||||||||
| Other comprehensive income (loss): | ||||||||||||
| Effective portion of change in fair value of derivative instruments: | ||||||||||||
| Effective portion of change in fair value of derivative instruments | 20,061 | 5,391 | (19,187 | ) | ||||||||
| Reclassification adjustment of derivative instruments included in net income | 833 | 4,141 | 11,262 | |||||||||
| Unrealized (loss) gain on available-for-sale securities | (1,309 | ) | (405 | ) | 320 | |||||||
| Other comprehensive income (loss) | 19,585 | 9,127 | (7,605 | ) | ||||||||
| Comprehensive income | 507,620 | 375,415 | 39,712 | |||||||||
| Less: comprehensive income attributable to noncontrolling interests: | ||||||||||||
| Net income attributable to noncontrolling interests | 3,065 | 3,262 | 2,225 | |||||||||
| Other comprehensive income (loss) attributable to noncontrolling interests | 1,713 | 689 | (948 | ) | ||||||||
| Comprehensive income attributable to noncontrolling interests | 4,778 | 3,951 | 1,277 | |||||||||
| Comprehensive income attributable to the Company | $ | 502,842 | 371,464 | 38,435 |
See accompanying notes to Consolidated Financial Statements.
REG****ENCY CENTERS, L.P.
Consolidated Statements of Capital
For the years ended December 31, 2022, 2021, and 2020
(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, 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 loss 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 by 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 | ||||||||||||||||
| 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 |
| 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, 2021 | $ | 6,047,598 | 35,447 | **(**10,227 | ) | 6,072,818 | 37,114 | 6,109,932 | ||||||||||||||||
| Net income | 482,865 | 2,105 | — | 484,970 | 3,065 | 488,035 | ||||||||||||||||||
| Other comprehensive income | ||||||||||||||||||||||||
| Other comprehensive income before reclassifications | — | 80 | 17,008 | 17,088 | 1,664 | 18,752 | ||||||||||||||||||
| Amounts reclassified from accumulated other comprehensive income | — | 5 | 779 | 784 | 49 | 833 | ||||||||||||||||||
| Deferred compensation plan, net | (1 | ) | — | — | (1 | ) | — | (1 | ) | |||||||||||||||
| Contribution from partners | — | — | — | — | 13,223 | 13,223 | ||||||||||||||||||
| Distributions to partners | (433,028 | ) | (1,873 | ) | — | (434,901 | ) | (14,816 | ) | (449,717 | ) | |||||||||||||
| Reallocation of limited partners' interest, net of transaction costs | (6,482 | ) | — | — | (6,482 | ) | 6,266 | (216 | ) | |||||||||||||||
| Restricted units issued as a result of restricted stock issued by Parent Company, net of amortization | 16,667 | — | — | 16,667 | — | 16,667 | ||||||||||||||||||
| Common units repurchased and retired as a result of common stock repurchased and retired by Parent Company | (75,419 | ) | — | — | (75,419 | ) | — | (75,419 | ) | |||||||||||||||
| Common units issued as a result of common stock issued by Parent Company, net of issuance costs | 61,284 | — | — | 61,284 | — | 61,284 | ||||||||||||||||||
| Common units repurchased as a result of common stock repurchased by Parent Company, net of issuances | (5,334 | ) | — | — | (5,334 | ) | — | (5,334 | ) | |||||||||||||||
| Common units exchanged for common stock of Parent Company | 1,275 | (1,275 | ) | — | — | — | — | |||||||||||||||||
| Balance at December 31, 2022 | $ | 6,089,425 | 34,489 | 7,560 | 6,131,474 | 46,565 | 6,178,039 |
See accompanying notes to Consolidated Financial Statements.
REG****ENCY CENTERS, L.P.
Consolidated Statements of Cash Flows
For the years ended December 31, 2022, 2021, and 2020
(in thousands)
| 2022 | 2021 | 2020 | ||||||||||
| Cash flows from operating activities: | ||||||||||||
| Net income | $ | 488,035 | 366,288 | 47,317 | ||||||||
| Adjustments to reconcile net income to net cash provided by operating activities: | ||||||||||||
| Depreciation and amortization | 319,697 | 303,331 | 345,900 | |||||||||
| Amortization of deferred loan costs and debt premiums | 5,799 | 6,003 | 9,023 | |||||||||
| (Accretion) and amortization of above and below market lease intangibles, net | (20,995 | ) | (22,936 | ) | (40,540 | ) | ||||||
| Stock-based compensation, net of capitalization | 16,521 | 12,515 | 13,581 | |||||||||
| Equity in income of investments in real estate partnerships | (59,824 | ) | (47,086 | ) | (34,169 | ) | ||||||
| Gain on sale of real estate, net of tax | (109,005 | ) | (91,119 | ) | (67,465 | ) | ||||||
| Provision for impairment of real estate | — | 84,389 | 18,536 | |||||||||
| Goodwill impairment | — | — | 132,128 | |||||||||
| Early extinguishment of debt | — | — | 21,837 | |||||||||
| Distribution of earnings from investments in real estate partnerships | 61,416 | 71,934 | 47,703 | |||||||||
| Settlement of derivative instrument | — | (2,472 | ) | — | ||||||||
| Deferred compensation (revenue) expense | (6,128 | ) | 4,572 | 4,668 | ||||||||
| Realized and unrealized loss (gain) on investments | 7,040 | (5,348 | ) | (5,519 | ) | |||||||
| Changes in assets and liabilities: | ||||||||||||
| Tenant and other receivables | (35,274 | ) | (24,869 | ) | 16,944 | |||||||
| Deferred leasing costs | (10,801 | ) | (6,966 | ) | (6,973 | ) | ||||||
| Other assets | 1,292 | (1,226 | ) | (1,200 | ) | |||||||
| Accounts payable and other liabilities | (9,088 | ) | 6,677 | 997 | ||||||||
| Tenants’ security, escrow deposits and prepaid rent | 7,130 | 5,701 | (3,650 | ) | ||||||||
| Net cash provided by operating activities | 655,815 | 659,388 | 499,118 | |||||||||
| Cash flows from investing activities: | ||||||||||||
| Acquisition of operating real estate, net of cash acquired of $3,061 and $2,991 in 2022 and 2021, respectively | (169,639 | ) | (392,051 | ) | (16,767 | ) | ||||||
| Real estate development and capital improvements | (195,418 | ) | (177,631 | ) | (180,804 | ) | ||||||
| Proceeds from sale of real estate | 143,133 | 206,193 | 189,444 | |||||||||
| Proceeds from property insurance casualty claims | — | — | 7,957 | |||||||||
| Collection (issuance) of notes receivable, net | 1,823 | (20 | ) | (1,340 | ) | |||||||
| Investments in real estate partnerships | (36,266 | ) | (23,476 | ) | (51,440 | ) | ||||||
| Return of capital from investments in real estate partnerships | 48,473 | 99,945 | 32,125 | |||||||||
| Dividends on investment securities | 1,113 | 813 | 353 | |||||||||
| Acquisition of investment securities | (21,112 | ) | (23,971 | ) | (25,155 | ) | ||||||
| Proceeds from sale of investment securities | 21,785 | 23,846 | 19,986 | |||||||||
| Net cash used in investing activities | (206,108 | ) | (286,352 | ) | (25,641 | ) |
| 2022 | 2021 | 2020 | ||||||||||
| Cash flows from financing activities: | ||||||||||||
| Net proceeds from common stock issuance | 61,284 | 82,510 | 125,608 | |||||||||
| Repurchase of common units in conjunction with equity award plans | (6,447 | ) | (4,083 | ) | (5,512 | ) | ||||||
| Proceeds from treasury units issued as a result of treasury stock sold by Parent Company | 64 | 96 | 269 | |||||||||
| Common shares repurchased through share repurchase program | (75,419 | ) | — | — | ||||||||
| Distributions to limited partners in consolidated partnerships, net | (7,245 | ) | (4,345 | ) | (2,770 | ) | ||||||
| Distributions to partners | (430,143 | ) | (404,900 | ) | (301,903 | ) | ||||||
| Repayment of fixed rate unsecured notes | — | — | (300,000 | ) | ||||||||
| Proceeds from issuance of fixed rate unsecured notes, net | — | — | 598,830 | |||||||||
| Proceeds from unsecured credit facilities | 95,000 | — | 610,000 | |||||||||
| Repayments of proceeds from unsecured credit facilities, net | (95,000 | ) | (265,000 | ) | (830,000 | ) | ||||||
| Proceeds from notes payable | — | — | — | |||||||||
| Repayment of notes payable | (6,745 | ) | (42,014 | ) | (67,189 | ) | ||||||
| Scheduled principal payments | (11,219 | ) | (11,255 | ) | (11,104 | ) | ||||||
| Payment of loan costs | (88 | ) | (7,468 | ) | (5,063 | ) | ||||||
| Early redemption costs | — | — | (21,755 | ) | ||||||||
| Net cash used in financing activities | (475,958 | ) | (656,459 | ) | (210,589 | ) | ||||||
| Net (decrease) increase in cash, cash equivalents, and restricted cash | (26,251 | ) | (283,423 | ) | 262,888 | |||||||
| Cash, cash equivalents, and restricted cash at beginning of the year | 95,027 | 378,450 | 115,562 | |||||||||
| Cash, cash equivalents, and restricted cash at end of the year | $ | 68,776 | 95,027 | 378,450 | ||||||||
| Supplemental disclosure of cash flow information: | ||||||||||||
| Cash paid for interest (net of capitalized interest of $4,166, $4,202, and $4,355 in 2022, 2021, and 2020, respectively) | $ | 141,359 | 140,084 | 151,338 | ||||||||
| Cash paid for income taxes, net of refunds | $ | 570 | 378 | 1,870 | ||||||||
| Supplemental disclosure of non-cash transactions: | ||||||||||||
| Common stock and exchangeable operating partnership dividends declared but not paid | $ | 111,709 | 107,480 | 101,412 | ||||||||
| Common stock issued by Parent Company for partnership units exchanged | $ | — | — | 1,275 | ||||||||
| Previously held equity investments in real estate assets acquired | $ | 17,179 | (4,609 | ) | 5,986 | |||||||
| Mortgage loans assumed by Company with the acquisition of real estate | $ | 22,779 | 111,104 | 16,359 | ||||||||
| Mortgage loan assumed by purchaser with the sale of real estate | $ | — | — | 8,250 | ||||||||
| Common stock issued by Parent Company for partnership units exchanged | $ | 1,275 | 99 | — | ||||||||
| Real estate received in lieu of promote interest | $ | — | 13,589 | — | ||||||||
| Change in fair value of securities | $ | 1,658 | 513 | 315 | ||||||||
| Change in accrued capital expenditures | $ | 4,888 | 10,188 | 12,166 | ||||||||
| Common stock issued by Parent Company for dividend reinvestment plan | $ | 524 | 1,286 | 1,139 | ||||||||
| Stock-based compensation capitalized | $ | 735 | 666 | 1,119 | ||||||||
| Contributions from (distributions to) limited partners in consolidated partnerships, net | $ | 5,436 | — | (1,512 | ) | |||||||
| Reallocation of equity upon acquisition of a limited partner's interest in a consolidated partnership | $ | 6,266 | — | — | ||||||||
| Common stock issued for dividend reinvestment in trust | $ | 1,126 | 1,084 | 819 | ||||||||
| Contribution of stock awards into trust | $ | 2,250 | 1,416 | 1,524 | ||||||||
| Distribution of stock held in trust | $ | 786 | 3,647 | 1,052 |
See accompanying notes to Consolidated Financial Statements.
REGENCY CENTERS CORPORATION AND REGENCY CENTERS, L.P.
Notes to Consolidated Financial Statements
December 31, 2022
Summary of Significant Accounting Policies
(a)
Organization and Principles of Consolidation
General
Regency Centers Corporation (the "Parent Company") began its operations as a REIT in 1993 and is the general partner of Regency Centers, L.P. (the "Operating Partnership"). The Parent Company primarily engages in the ownership, management, leasing, acquisition, development and redevelopment of shopping centers through the Operating Partnership, and has no other assets other than through its investment in the Operating Partnership, and its only liabilities are $200 million of unsecured private placement notes, which are co-issued and guaranteed by the Operating Partnership. The Parent Company guarantees all of the unsecured debt of the Operating Partnership.
As of December 31, 2022, the Parent Company, the Operating Partnership, and their controlled subsidiaries on a consolidated basis (the "Company" or "Regency") owned 308 properties and held partial interests in an additional 96 properties through unconsolidated Investments in real estate partnerships (also referred to as "joint ventures" or "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.
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 and properties where it owns less than 100%, but has control over the activities most important to the overall success of the partnership. Control is determined using an evaluation based on accounting standards related to the consolidation of Variable Interest Entities ("VIEs") and voting interest entities. For joint ventures that are determined to be a VIE, the Company consolidates the entity where it is deemed to be the primary beneficiary. Determination of the primary beneficiary is based on whether an entity has (1) the power to direct the activities of the VIE that most significantly impact the entity's economic performance, and (2) the obligation to absorb losses of the entity that could potentially be significant to the VIE or the right to receive benefits from the entity that could potentially be significant to the VIE.
Ownership of the Parent Company
The Parent Company has a single class of common stock outstanding.
Ownership of the Operating Partnership
The Operating Partnership's capital includes general and limited common Partnership Units. As of December 31, 2022, the Parent Company owned approximately 99.6%, or 171,124,593, of the 171,866,026 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
REGENCY CENTERS CORPORATION AND REGENCY CENTERS, L.P.
Notes to Consolidated Financial Statements
December 31, 2022
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 107 properties through partnerships, of which 11 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.
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.
REGENCY CENTERS CORPORATION AND REGENCY CENTERS, L.P.
Notes to Consolidated Financial Statements
December 31, 2022
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, 2022 | December 31, 2021 | ||||||
| Assets | ||||||||
| Net real estate investments | $ | 107,725 | 379,075 | |||||
| Cash, cash equivalents, and restricted cash | 2,420 | 5,202 | ||||||
| Liabilities | ||||||||
| Notes payable | 4,188 | 5,000 | ||||||
| Equity | ||||||||
| Limited partners’ interests in consolidated partnerships | 24,364 | 27,950 |
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 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.
REGENCY CENTERS CORPORATION AND REGENCY CENTERS, L.P.
Notes to Consolidated Financial Statements
December 31, 2022
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 ("Topic 842"), as follows:
Classification
Under Topic 842, new leases or modifications thereto must be evaluated against specific classification criteria, which, based on the customary terms of the Company's leases, are classified as operating leases. However, certain longer-term leases (both lessee and lessor leases) may be classified as direct financing or sales type leases, which may result in selling profit and an accelerated pattern of earnings recognition. At December 31, 2022, all of the Company's leases were classified as operating leases.
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. Although we estimate uncollectible receivables and provide for them through charges against income, actual experience may differ from those estimates.
The following table represents the components of Tenant and other receivables, net of amounts considered uncollectible, in the accompanying Consolidated Balance Sheets:
| December 31, | ||||||||
| (in thousands) | 2022 | 2021 | ||||||
| Tenant receivables | $ | 31,486 | 27,354 | |||||
| Straight-line rent receivables | 128,214 | 103,942 | ||||||
| Other receivables (1) | 29,163 | 21,795 | ||||||
| Total tenant and other receivables, net | $ | 188,863 | 153,091 |
(1)
Other receivables include construction receivables, insurance receivables, and amounts due from real estate partnerships for Management, transaction and other fee income.
REGENCY CENTERS CORPORATION AND REGENCY CENTERS, L.P.
Notes to Consolidated Financial Statements
December 31, 2022
Real Estate Sales
The Company accounts for sales of nonfinancial assets under ASC Subtopic 610-20, Other Income - Gains and Losses from the Derecognition of Nonfinancial Assets, whereby the Company derecognizes real estate and recognizes a gain or loss on sales when a contract exists and control of the property has transferred to the buyer. Control of the property, including controlling financial interest, is generally considered to transfer upon closing through transfer of the legal title and possession of the property. While generally rare, any retained noncontrolling interest is measured at fair value at that time.
Management Services and Other Property Income
The Company recognizes revenue under ASC Topic 606, Revenue from Contracts with Customers ("Topic 606"), when or as control of the promised services are transferred to its customers, in an amount that reflects the consideration the Company expects to be entitled to in exchange for those services. The following is a description of the Company's revenue from contracts with customers within the scope of Topic 606.
Property and Asset Management Services
The Company is engaged under agreements with its joint venture partnerships, which are generally perpetual in nature and cancellable through unanimous partner approval, absent an event of default. Under these agreements, the Company is to provide asset and property management and leasing services for the joint ventures' shopping centers. The fees are market-based, generally calculated as a percentage of either revenues earned or the estimated values of the properties managed or the proceeds received, and are recognized over the monthly or quarterly periods as services are rendered. Property management and asset management services represent a series of distinct daily services. Accordingly, the Company satisfies its performance obligation as service is rendered each day and the variability associated with that compensation is resolved each day. Amounts due from the partnerships for such services are paid during the month following the monthly or quarterly service periods.
Several of the Company's partnership agreements provide for incentive payments, generally referred to as "promotes" or "earnouts," to Regency for appreciation in property values in Regency's capacity as 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 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.
REGENCY CENTERS CORPORATION AND REGENCY CENTERS, L.P.
Notes to Consolidated Financial Statements
December 31, 2022
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 | 2022 | 2021 | 2020 | ||||||||||
| Management, transaction, and other fees: | ||||||||||||||
| Property management services | Over time | $ | 13,470 | 14,415 | 14,444 | |||||||||
| Asset management services | Over time | 6,752 | 6,921 | 6,963 | ||||||||||
| Promote income | Over time | — | 13,589 | (1) | — | |||||||||
| Leasing services | Point in time | 3,945 | 4,096 | 3,150 | ||||||||||
| Other transaction fees | Point in time | 1,684 | 1,316 | 1,944 | ||||||||||
| Total management, transaction, and other fees | $ | 25,851 | 40,337 | 26,501 |
(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 $16.4 million and $13.2 million, as of December 31, 2022 and 2021, respectively.
(c)
Real Estate Assets
The following table details the components of Real estate assets in the Consolidated Balance Sheets:
| (in thousands) | December 31, 2022 | December 31, 2021 | ||||||
| Land | $ | 4,379,877 | 4,340,084 | |||||
| Land improvements | 707,227 | 684,613 | ||||||
| Buildings | 5,465,877 | 5,270,540 | ||||||
| Building and tenant improvements | 1,171,650 | 1,061,044 | ||||||
| Construction in progress | 133,433 | 139,300 | ||||||
| Total real estate assets | $ | 11,858,064 | 11,495,581 |
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.
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.
REGENCY CENTERS CORPORATION AND REGENCY CENTERS, L.P.
Notes to Consolidated Financial Statements
December 31, 2022
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, 2022 and 2021, the Company had nonrefundable deposits and other pre-development costs of approximately $6.9 million and $10.8 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, 2022, 2021, and 2020, the Company expensed pre-development costs of approximately $588,000, $1.5 million, and $10.5 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, 2022, 2021, and 2020, the Company capitalized interest of $4.2 million, $4.2 million, and $4.4 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, 2022, 2021, and 2020, we capitalized $10.8 million, $11.3 million, and $10.2 million, respectively, of direct internal costs incurred to support our development and redevelopment program.
Acquisitions
Upon acquisition of operating real estate properties, the Company estimates the fair value of acquired tangible assets (consisting of land, building, building improvements and tenant improvements) and identified intangible assets and liabilities (consisting of above and below-market leases and in-place leases), assumed debt, and any noncontrolling interest in the acquiree at the date of acquisition, based on evaluation of information and estimates available at that date. Based on these estimates, the Company allocates the relative fair value to the applicable assets and liabilities. The acquisition of operating properties are generally considered asset acquisitions and therefore transaction costs are capitalized. Fair value is determined based on an exit price approach, which contemplates the price that would be received to sell an asset or paid to transfer a liability in an orderly transaction between market participants at the measurement date.
The Company's methodology includes estimating an "as-if vacant" fair value of the physical property, which includes land, building, and improvements. In addition, the Company determines the estimated fair value of identifiable intangible assets and liabilities, considering the following categories: (i) value of in-place leases, and (ii) above and below-market value of in-place leases.
The value of in-place leases is estimated based on the value associated with the costs avoided in originating leases compared to the acquired in-place leases as well as the value associated with lost rental and recovery revenue during the assumed lease-up period. The value of in-place leases is recorded to Depreciation and amortization expense in the Consolidated Statements of Operations over the remaining expected term of the respective leases.
Above-market and below-market in-place lease values for acquired properties are recorded based on the present value of the difference between (i) the contractual amounts to be paid pursuant to the in-place leases and (ii) management's estimate of 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. If tenants do not remain in their lease through the expected term or exercise an assumed renewal option, there could be a material impact to earnings.
REGENCY CENTERS CORPORATION AND REGENCY CENTERS, L.P.
Notes to Consolidated Financial Statements
December 31, 2022
The Company does not assign value to customer relationship intangibles if it has pre-existing business relationships with the major retailers at the acquired property since they do not provide incremental value over the Company's existing relationships.
Held for Sale
The Company classifies land, an operating property, or a property in development as held-for-sale upon satisfaction of the following criteria: (i) management commits to a plan to sell a property (or group of properties), (ii) the property is available for immediate sale in its present condition subject only to terms that are usual and customary for sales of such properties, (iii) an active program to locate a buyer and other actions required to complete the plan to sell the property have been initiated, (iv) the sale of the property is probable and transfer of the asset is expected to be completed within one year, (v) the property is being actively marketed for sale, and (vi) actions required to complete the plan indicate that it is unlikely that significant changes to the plan will be made or that the plan will be withdrawn. Properties held-for-sale are carried at the lower of cost or fair value less costs to sell.
Valuation of Real Estate Investments
The Company evaluates whether there are any events or changes in circumstances, including property operating performance, and general market conditions, or changes in expected hold periods, 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, the current carrying value of the asset is compared to the estimated undiscounted cash flows that are directly associated with the use and ultimate disposition of the asset. Estimated cash flows are based on several key assumptions, including rental rates, expected leasing activity, costs of tenant improvements, leasing commissions, expected hold period, and assumptions regarding the residual value upon disposition, including the exit capitalization rate. These key assumptions are subjective in nature and could differ materially from actual results. Changes in events or changes in circumstances may alter the hold period of an asset or asset group which may result in an impairment loss and such loss could be material to the Company's financial condition or operating performance. 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 estimate 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 at December 31, 2022 and 2021, 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, 2022 and 2021, $2.3 million and $1.9 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, 2022
(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.
REGENCY CENTERS CORPORATION AND REGENCY CENTERS, L.P.
Notes to Consolidated Financial Statements
December 31, 2022
(g)
Derivative Financial Instruments
The Company manages economic risks, including interest rate, liquidity, and credit risk primarily by managing the amount, sources, and duration of its debt funding and the use of derivative financial instruments. Specifically, the Company enters into derivative financial instruments to manage exposures that arise from business activities that result in the receipt or future payment of known and uncertain cash amounts, the amount of which are determined by interest rates. The Company's derivative financial instruments are used to manage differences in the amount, timing, and duration of the Company's known or expected cash payments principally related to the Company's borrowings.
All derivative instruments, whether designated in hedging relationships or not, are recorded on the accompanying Consolidated Balance Sheets at their fair value. The accounting for changes in the fair value of derivatives depends on the intended use of the derivative, whether the Company has elected to designate a derivative in a hedging relationship and apply hedge accounting, and whether the hedging relationship has satisfied the criteria necessary to apply hedge accounting. Derivatives designated and qualifying as a hedge of the exposure to variability in expected future cash flows, or other types of forecasted transactions, are considered cash flow hedges. Hedge accounting generally provides for the matching of the timing of gain or loss recognition on the hedging instrument with the earnings effect of the hedged forecasted transactions in a cash flow hedge. The Company may enter into derivative contracts that are intended to economically hedge certain risks, even though hedge accounting does not apply or the Company elects not to apply hedge accounting.
The Company uses interest rate swaps to mitigate its interest rate risk on a related financial instrument or forecasted transaction, and the Company designates these interest rate swaps as cash flow hedges. Interest rate swaps designated as cash flow hedges generally involve the receipt of variable-rate amounts from a counterparty in exchange for the Company making fixed-rate payments over the life of the agreements without exchange of the underlying notional amount. The Company 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.
REGENCY CENTERS CORPORATION AND REGENCY CENTERS, L.P.
Notes to Consolidated Financial Statements
December 31, 2022
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 (2018 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.
(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 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.
REGENCY CENTERS CORPORATION AND REGENCY CENTERS, L.P.
Notes to Consolidated Financial Statements
December 31, 2022
(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 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 re-measures nonfinancial assets and nonfinancial liabilities, initially measured at fair value in a business combination or other new basis event, at fair value in subsequent periods if a re-measurement event occurs.
REGENCY CENTERS CORPORATION AND REGENCY CENTERS, L.P.
Notes to Consolidated Financial Statements
December 31, 2022
(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 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 results in similar treatment under the current Topic 842 as under the previous Topic 840. | January 2022 | 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 as the Company's customary lease terms do not result in sales-type or direct financing classification, although future leases may. | |||
| ASU 2020-04, Reference Rate Reform (Topic 848): Facilitation of the Effects of Reference Rate Reform on Financial Reporting | In March 2020, the Financial Accounting Standards Board (“FASB”) issued ASU 2020-04, Reference Rate Reform (Topic 848). ASU 2020-04 contains practical expedients for reference rate reform related activities that impact debt, leases, derivatives, and other contracts. The guidance in ASU 2020-04 is optional and may be elected over time as reference rate reform activities occur. The amendments in this update provide exceptions to the guidance in Topic 815 related to changes to the critical terms of a hedging relationship due to reference rate reform, which if criteria are met, provide such changes should not result in the dedesignation and redesignation of the hedging relationship. | March 2020 through December 31, 2022 | The Company has elected to apply the hedge accounting expedients and exceptions related to changes to the reference rate from LIBOR to SOFR in the Company’s interest rate swaps. Application of these exceptions preserves the hedge designation of interest rate swaps and the related accounting and presentation consistent with past presentation. |
REGENCY CENTERS CORPORATION AND REGENCY CENTERS, L.P.
Notes to Consolidated Financial Statements
December 31, 2022
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, 2022 | |||||||||||||||||||||||
| Date Purchased | Property Name | City/State | Property Type | Regency Ownership | Purchase Price (1) | Debt Assumed, Net of Premiums (1) | Intangible Assets (1) | Intangible Liabilities (1) | ||||||||||||||||
| 3/1/22 | Glenwood Green | Old Bridge, NJ | Development | 70% | $ | 11,000 | — | — | — | |||||||||||||||
| 3/31/22 | Island Village | Bainbridge Island, WA | Operating | 100% | 30,650 | — | 2,900 | 6,839 | ||||||||||||||||
| 4/1/22 | Apple Valley (2) | Apple Valley, MN | Operating | 100% | 34,070 | — | 4,773 | 490 | ||||||||||||||||
| 4/1/22 | Cedar Commons (2) | Minneapolis, MN | Operating | 100% | 29,330 | — | 4,369 | 58 | ||||||||||||||||
| 4/1/22 | Corral Hollow (2) | Tracy, CA | Operating | 100% | 40,600 | — | 3,410 | 74 | ||||||||||||||||
| 4/1/22 | Shops at the Columbia (2) | Washington, DC | Operating | 100% | 14,000 | — | 889 | 181 | ||||||||||||||||
| 5/6/22 | Baederwood Shoppes | Jenkintown, PA | Operating | 80% | 51,603 | 22,779 | 5,796 | 1,062 | ||||||||||||||||
| 10/12/22 | East Meadow Plaza | East Meadow, NY | Operating | 100% | 30,000 | — | 3,295 | 10,867 | ||||||||||||||||
| Total property acquisitions | $ | 241,253 | 22,779 | 25,432 | 19,571 |
(1)
Amounts reflected for purchase price and allocation are reflected at 100%.
(2)
These properties were part of the four-property portfolio purchased from an existing unconsolidated real estate partnership, RegCal, LLC, in which the company held a 25% ownership interest. The basis allocated to Real estate assets was $93.2 million on a combined basis, including the Company's carryover basis related to its 25% previously owned equity interest in the partnership.
In addition to the acquisitions listed above, the Company acquired, for $9.0 million, the remaining 50% ownership interest from its partner in Kroger New Albany Center, an existing consolidated property.
| (in thousands) | December 31, 2021 | |||||||||||||||||||||||
| Date Purchased | Property Name | City/State | Property Type | Regency Ownership | Purchase Price (1) | Debt Assumed, Net of Premiums (1) | Intangible Assets (1) | Intangible Liabilities (1) | ||||||||||||||||
| 7/30/21 | Willa Springs (2) | Winter Springs, FL | Operating | 100% | $ | 34,500 | 17,682 | 1,562 | 643 | |||||||||||||||
| 8/1/21 | Dunwoody Hall (2) | Dunwoody, GA | Operating | 100% | 32,000 | 14,612 | 2,255 | 973 | ||||||||||||||||
| 8/1/21 | Alden Bridge (2) | Woodlands, TX | Operating | 100% | 43,000 | 27,529 | 3,198 | 2,308 | ||||||||||||||||
| 8/1/21 | Hasley Canyon Village (2) | Castaic, CA | Operating | 100% | 31,000 | 16,941 | 2,037 | — | ||||||||||||||||
| 8/1/21 | Shiloh Springs (2) | Garland, TX | Operating | 100% | 19,500 | — | 1,825 | 1,079 | ||||||||||||||||
| 8/1/21 | Bethany Park Place (2) | Allen, TX | Operating | 100% | 18,000 | 10,800 | 996 | 1,732 | ||||||||||||||||
| 8/1/21 | Blossom Valley (2) | Mountain View, CA | Operating | 100% | 44,000 | 23,611 | 2,895 | 732 | ||||||||||||||||
| 11/18/21 | Blakeney Shopping Center | Charlotte, NC | Operating | 100% | 181,000 | — | 14,096 | 4,431 | ||||||||||||||||
| 12/30/21 | Valley Stream | Long Island, NY | Operating | 100% | 48,000 | — | 21,505 | 1,675 | ||||||||||||||||
| 12/30/21 | East Meadow | Long Island, NY | Operating | 100% | 38,000 | — | 6,521 | 1,197 | ||||||||||||||||
| 12/30/21 | Wading River | Long Island, NY | Operating | 100% | 35,000 | — | 4,998 | 1,469 | ||||||||||||||||
| 12/30/21 | Eastport | Long Island, NY | Operating | 100% | 9,000 | — | 1,366 | 498 | ||||||||||||||||
| Total property acquisitions | $ | 533,000 | 111,175 | 63,254 | 16,737 |
(1)
Amounts reflected for purchase price and allocation are reflected at 100%.
(2)
These properties were part of the seven-property portfolio purchased from an existing unconsolidated real estate partnership, US Regency Retail I, LLC. The basis allocated to Real estate assets was $192.9 million, including the Company's carryover basis related to its 20% previously owned equity interest in the partnership.
REGENCY CENTERS CORPORATION AND REGENCY CENTERS, L.P.
Notes to Consolidated Financial Statements
December 31, 2022
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) | 2022 | 2021 | 2020 | |||||||||
| Net proceeds from sale of real estate investments | $ | 143,133 | 206,193 | 189,444 | ||||||||
| Gain on sale of real estate, net of tax | $ | 109,005 | 91,119 | 67,465 | ||||||||
| Provision for impairment of real estate sold | $ | — | 112 | 958 | ||||||||
| Number of operating properties sold | 2 | 7 | 6 | |||||||||
| Number of land parcels sold | 5 | 5 | 11 | |||||||||
| Percent interest sold | 100% | 100 | % | 50% - 100% |
Investments in Real Estate Partnerships
The Company invests in real estate partnerships, which consist of the following:
| December 31, 2022 | ||||||||||||||||||||||
| (in thousands) | Regency's Ownership | Number of Properties | Total Investment | Total Assets of the Partnership | The Company's Share of Net Income of the Partnership | Net Income of the Partnership | ||||||||||||||||
| GRI - Regency, LLC (GRIR) | 40.00% | 66 | $ | 155,302 | 1,501,876 | 35,819 | 83,989 | |||||||||||||||
| New York Common Retirement Fund (NYC) (1) | 30.00% | — | 674 | 2,468 | 9,173 | 35,673 | ||||||||||||||||
| Columbia Regency Retail Partners, LLC (Columbia I) | 20.00% | 7 | 7,423 | 138,493 | 1,817 | 9,392 | ||||||||||||||||
| Columbia Regency Partners II, LLC (Columbia II) | 20.00% | 13 | 41,757 | 405,927 | 1,735 | 8,674 | ||||||||||||||||
| Columbia Village District, LLC | 30.00% | 1 | 5,836 | 96,002 | 1,669 | 5,597 | ||||||||||||||||
| RegCal, LLC (RegCal) (2) | 25.00% | 1 | 5,789 | 24,326 | 4,499 | 18,258 | ||||||||||||||||
| Individual Investors | ||||||||||||||||||||||
| Ballard Bocks | 49.90% | 2 | 62,624 | 126,482 | 1,300 | 2,925 | ||||||||||||||||
| Town & Country Center | 35.00% | 1 | 40,409 | 206,931 | 819 | 2,404 | ||||||||||||||||
| Others | 50.00% | 5 | 30,563 | 105,500 | 2,993 | 6,254 | ||||||||||||||||
| Total investments in real estate partnerships | 96 | $ | 350,377 | 2,608,005 | 59,824 | 173,166 |
(1)
On May 25, 2022, the NYC partnership sold the remaining two properties and distributed sales proceeds to the members. Dissolution will follow final distributions, which are expected in 2023.
(2)
During April 2022, we acquired our partner's 75% share in four properties held in the RegCal, LLC, partnership for a total purchase price of $88.5 million. Upon acquisition, these four properties were consolidated into Regency's financial statements. A single operating property remains within RegCal, LLC, at December 31, 2022.
REGENCY CENTERS CORPORATION AND REGENCY CENTERS, L.P.
Notes to Consolidated Financial Statements
December 31, 2022
| 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 | ||||||||||||||||
| Individual Investors | ||||||||||||||||||||||
| Ballard Bocks | 49.90% | 2 | 63,783 | 128,959 | 1,742 | 3,811 | ||||||||||||||||
| Town & Country Center | 35.00% | 1 | 39,021 | 207,339 | (733 | ) | 2,014 | |||||||||||||||
| Others | 50.00% | 5 | 31,814 | 113,160 | (6,067 | ) | 26,351 | |||||||||||||||
| 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.
The summarized balance sheet information for the investments in real estate partnerships, on a combined basis, is as follows:
| December 31, | ||||||||
| (in thousands) | 2022 | 2021 | ||||||
| Investments in real estate, net | $ | 2,359,289 | 2,530,964 | |||||
| Acquired lease intangible assets, net | 16,821 | 18,735 | ||||||
| Other assets | 231,895 | 205,745 | ||||||
| Total assets | $ | 2,608,005 | 2,755,444 | |||||
| Notes payable | $ | 1,398,297 | 1,444,867 | |||||
| Acquired lease intangible liabilities, net | 17,619 | 20,978 | ||||||
| Other liabilities | 81,714 | 90,097 | ||||||
| Capital - Regency | 412,784 | 438,510 | ||||||
| Capital - Third parties | 697,591 | 760,992 | ||||||
| Total liabilities and capital | $ | 2,608,005 | 2,755,444 |
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) | 2022 | 2021 | ||||||
| Capital - Regency | $ | 412,784 | 438,510 | |||||
| Basis difference | (62,407 | ) | (65,919 | ) | ||||
| Investments in real estate partnerships | $ | 350,377 | 372,591 |
REGENCY CENTERS CORPORATION AND REGENCY CENTERS, L.P.
Notes to Consolidated Financial Statements
December 31, 2022
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) | 2022 | 2021 | 2020 | |||||||||
| Total revenues | $ | 378,096 | 416,222 | 381,094 | ||||||||
| Operating expenses: | ||||||||||||
| Depreciation and amortization | 86,193 | 94,026 | 101,590 | |||||||||
| Property operating expense | 61,224 | 66,061 | 65,146 | |||||||||
| Real estate taxes | 42,010 | 54,618 | 53,747 | |||||||||
| General and administrative | 5,615 | 5,837 | 5,870 | |||||||||
| Other operating expenses | 3,851 | 3,624 | 3,126 | |||||||||
| Total operating expenses | $ | 198,893 | 224,166 | 229,479 | ||||||||
| Other expense (income): | ||||||||||||
| Interest expense, net | 54,874 | 58,109 | 66,786 | |||||||||
| Gain on sale of real estate | (49,424 | ) | (75,162 | ) | (7,146 | ) | ||||||
| Early extinguishment of debt | 587 | — | 554 | |||||||||
| Provision for impairment | — | 9,833 | — | |||||||||
| Total other expense (income) | 6,037 | (7,220 | ) | 60,194 | ||||||||
| Net income of the Partnerships | $ | 173,166 | 199,276 | 91,421 | ||||||||
| The Company's share of net income of the Partnerships | $ | 59,824 | 47,086 | 34,169 |
Acquisitions
The following table provides a summary of shopping centers and land parcels acquired through our unconsolidated real estate partnerships during 2022, which had no such acquisitions in 2021:
| (in thousands) | Year ended December 31, 2022 | |||||||||||||||||||||||||
| Date Purchased | Property Name | City/State | Property Type | Co-investment Partner | Ownership % | Purchase Price (1) | Debt Assumed, Net of Premiums (1) | Intangible Assets (1) | Intangible Liabilities (1) | |||||||||||||||||
| 03/25/22 | Naperville Plaza | Naperville, IL | Operating | Columbia II | 20.00% | $ | 52,380 | 22,074 | 4,336 | 814 | ||||||||||||||||
| 06/24/22 | Baybrook East 1B | Houston, TX | Development | Other | 50.00% | 5,540 | — | — | — | |||||||||||||||||
| Total property acquisitions | $ | 57,920 | 22,074 | 4,336 | 814 |
(1)
Amounts reflected for purchase price and allocation are reflected at 100%.
Dispositions
The following table provides a summary of shopping centers and land parcels disposed of through our unconsolidated real estate partnerships:
| Year ended December 31, | ||||||||||||
| (in thousands) | 2022 | 2021 | 2020 | |||||||||
| Proceeds from sale of real estate investments | $ | 116,377 | 224,708 | 27,974 | ||||||||
| Gain on sale of real estate | $ | 49,424 | 75,162 | 7,147 | ||||||||
| The Company's share of gain on sale of real estate | $ | 12,748 | 9,380 | 2,413 | ||||||||
| Number of operating properties sold | 4 | 4 | 2 | |||||||||
| Number of land out-parcels sold | — | 1 | — |
REGENCY CENTERS CORPORATION AND REGENCY CENTERS, L.P.
Notes to Consolidated Financial Statements
December 31, 2022
Notes Payable
Scheduled principal repayments on notes payable held by our unconsolidated investments in real estate partnerships as of December 31, 2022, 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 | |||||||||||||||
| 2023 | $ | 3,194 | 125,108 | — | 128,302 | 51,187 | ||||||||||||||
| 2024 | 2,205 | 33,690 | — | 35,895 | 14,298 | |||||||||||||||
| 2025 | 3,433 | 139,683 | — | 143,116 | 43,908 | |||||||||||||||
| 2026 | 3,807 | 218,883 | 23,800 | 246,490 | 79,741 | |||||||||||||||
| 2027 | 3,802 | 32,800 | — | 36,602 | 12,420 | |||||||||||||||
| Beyond 5 Years | 9,194 | 809,650 | — | 818,844 | 300,506 | |||||||||||||||
| Net unamortized loan costs, debt premium / (discount) | — | (10,952 | ) | — | (10,952 | ) | (3,800 | ) | ||||||||||||
| Total notes payable | $ | 25,635 | 1,348,862 | 23,800 | 1,398,297 | 498,260 |
These fixed and variable rate notes payable are all non-recourse to the partnerships, and mature through 2034, with 97.9% having a weighted average fixed interest rate of 3.7%. The remaining notes payable float with LIBOR or SOFR and had a weighted average variable interest rate of 5.9% at December 31, 2022. As notes payable mature, they will be repaid from proceeds from new borrowings and/or partner capital contributions. Refinancing debt at maturity in the current interest rate environment could result in higher interest expense in future periods if rates remain elevated. The Company is obligated to contribute its Pro-rata share to fund maturities if the loans are not refinanced, and it has the capacity to do so from existing cash balances, availability on its line of credit, and operating cash flows. The Company believes that its partners are financially sound and have sufficient capital or access thereto to fund future capital requirements. In the event that a 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) | 2022 | 2021 | 2020 | |||||||||
| Asset management, property management, leasing, and investment and financing services | $ | 25,851 | 40,301 | (1) | 26,618 |
(1)
In connection with the USAA partnership, we received and recognized a one-time promote fee of $13.6 million during the year ended December 31, 2021, in consideration for exceeding return thresholds resulting from our performance as managing member.
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, 2022 | December 31, 2021 | ||||||
| Goodwill | $ | 167,062 | 167,095 | |||||
| Investments | 54,581 | 65,112 | ||||||
| Prepaid and other | 28,615 | 21,332 | ||||||
| Derivative assets | 6,575 | — | ||||||
| Furniture, fixtures, and equipment, net | 5,808 | 5,444 | ||||||
| Deferred financing costs, net | 5,156 | 7,448 | ||||||
| Total other assets | $ | 267,797 | 266,431 |
REGENCY CENTERS CORPORATION AND REGENCY CENTERS, L.P.
Notes to Consolidated Financial Statements
December 31, 2022
The following table presents the goodwill balances and activity during the year to date periods ended:
| December 31, 2022 | December 31, 2021 | |||||||||||||||||||||||
| (in thousands) | Goodwill | Accumulated Impairment Losses | Total | Goodwill | Accumulated Impairment Losses | Total | ||||||||||||||||||
| Beginning of year balance | $ | 300,529 | (133,434 | ) | 167,095 | $ | 307,413 | (133,545 | ) | 173,868 | ||||||||||||||
| Goodwill allocated to Provision for impairment | — | — | — | — | — | — | ||||||||||||||||||
| Goodwill allocated to Properties held for sale | — | — | — | (2,465 | ) | — | (2,465 | ) | ||||||||||||||||
| Goodwill associated with disposed reporting units: | ||||||||||||||||||||||||
| Goodwill allocated to Provision for impairment | — | — | — | (111 | ) | 111 | — | |||||||||||||||||
| Goodwill allocated to Gain on sale of real estate | (33 | ) | — | (33 | ) | (4,308 | ) | — | (4,308 | ) | ||||||||||||||
| End of year balance | $ | 300,496 | (133,434 | ) | 167,062 | $ | 300,529 | (133,434 | ) | 167,095 |
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.
Acquired Lease Intangibles
The Company had the following acquired lease intangibles as of the periods set forth below:
| December 31, | ||||||||
| (in thousands) | 2022 | 2021 | ||||||
| In-place leases | $ | 452,868 | 443,460 | |||||
| Above-market leases | 82,930 | 81,433 | ||||||
| Total intangible assets | 535,798 | 524,893 | ||||||
| Accumulated amortization | (338,053 | ) | (312,186 | ) | ||||
| Acquired lease intangible assets, net | $ | 197,745 | 212,707 | |||||
| Below-market leases | 547,519 | 535,569 | ||||||
| Accumulated amortization | (193,315 | ) | (172,293 | ) | ||||
| Acquired lease intangible liabilities, net | $ | 354,204 | 363,276 |
The following table provides a summary of amortization and net accretion amounts from acquired lease intangibles:
| Year ended December 31, | ||||||||||||||
| (in thousands) | 2022 | 2021 | 2020 | Line item in Consolidated Statements of Operations | ||||||||||
| In-place lease amortization | $ | 34,568 | 33,621 | 48,297 | Depreciation and amortization | |||||||||
| Above-market lease amortization | 5,828 | 5,487 | 7,658 | Lease income | ||||||||||
| Acquired lease intangible asset amortization | $ | 40,396 | 39,108 | 55,955 | ||||||||||
| Below-market lease amortization | $ | 28,642 | 30,378 | 50,103 | Lease income |
REGENCY CENTERS CORPORATION AND REGENCY CENTERS, L.P.
Notes to Consolidated Financial Statements
December 31, 2022
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 | ||||||
| 2023 | $ | 28,033 | 22,518 | |||||
| 2024 | 21,830 | 20,406 | ||||||
| 2025 | 17,611 | 19,814 | ||||||
| 2026 | 14,421 | 19,098 | ||||||
| 2027 | 11,392 | 17,956 |
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 Topic 842:
| (in thousands) | December 31, 2022 | December 31, 2021 | December 31, 2020 | |||||||||
| Operating lease income | ||||||||||||
| Fixed and in-substance fixed lease income | $ | 851,409 | 797,502 | 807,603 | ||||||||
| Variable lease income | 287,149 | 262,619 | 247,384 | |||||||||
| Other lease related income, net: | ||||||||||||
| Above/below market rent and tenant rent inducement amortization, net | 22,543 | 24,539 | 42,219 | |||||||||
| Uncollectible straight-line rent (1) | 12,510 | 5,227 | (34,673 | ) | ||||||||
| Uncollectible amounts billable in lease income (1) | 13,841 | 23,481 | (82,367 | ) | ||||||||
| Total lease income | $ | 1,187,452 | 1,113,368 | 980,166 |
(1)
During the years ended December 31, 2022 and 2021, the Company had improved rent collections following lifting of pandemic-related restrictions which resulted in more favorable income than experienced in 2020 during the height of the pandemic.
Future minimum rents under non-cancelable operating leases, excluding variable lease payments, are as follows:
REGENCY CENTERS CORPORATION AND REGENCY CENTERS, L.P.
Notes to Consolidated Financial Statements
December 31, 2022
| (in thousands) | ||||
| For the year ended December 31, | December 31, 2022 | |||
| 2023 | $ | 850,211 | ||
| 2024 | 768,797 | |||
| 2025 | 657,870 | |||
| 2026 | 552,735 | |||
| 2027 | 440,844 | |||
| Thereafter | 1,579,740 | |||
| Total | $ | 4,850,197 |
REGENCY CENTERS CORPORATION AND REGENCY CENTERS, L.P.
Notes to Consolidated Financial Statements
December 31, 2022
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 19 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, 2022 | December 31, 2021 | December 31, 2020 | |||||||||
| Fixed operating lease expense | ||||||||||||
| Ground leases | $ | 13,759 | 13,862 | 13,716 | ||||||||
| Office leases | 4,162 | 4,309 | 4,334 | |||||||||
| Total fixed operating lease expense | 17,921 | 18,171 | 18,050 | |||||||||
| Variable lease expense | ||||||||||||
| Ground leases | 1,591 | 1,032 | 1,044 | |||||||||
| Office leases | 611 | 615 | 585 | |||||||||
| Total variable lease expense | 2,202 | 1,647 | 1,629 | |||||||||
| Total lease expense | $ | 20,123 | 19,818 | 19,679 | ||||||||
| Cash paid for amounts included in the measurement of operating lease liabilities | ||||||||||||
| Operating cash flows for operating leases | $ | 14,656 | 15,165 | 15,003 |
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, 2022, 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 | |||||||||
| 2023 | $ | 10,750 | 4,046 | 14,796 | ||||||||
| 2024 | 10,799 | 3,082 | 13,881 | |||||||||
| 2025 | 10,801 | 2,880 | 13,681 | |||||||||
| 2026 | 10,722 | 2,715 | 13,437 | |||||||||
| 2027 | 10,722 | 1,517 | 12,239 | |||||||||
| Thereafter | 516,564 | 741 | 517,305 | |||||||||
| Total undiscounted lease liabilities | $ | 570,358 | 14,981 | 585,339 | ||||||||
| Present value discount | (370,486 | ) | (1,131 | ) | (371,617 | ) | ||||||
| Lease liabilities | $ | 199,872 | 13,850 | 213,722 | ||||||||
| Weighted average discount rate | 5.2 | % | 3.6 | % | ||||||||
| Weighted average remaining term (in years) | 46.8 | 4.4 |
REGENCY CENTERS CORPORATION AND REGENCY CENTERS, L.P.
Notes to Consolidated Financial Statements
December 31, 2022
- Income Taxes
The Company has elected to be taxed as a REIT under the applicable provisions of the Internal Revenue Code with certain of its subsidiaries treated as taxable REIT subsidiary entities, which are subject to federal and state income taxes.
The following table summarizes the tax status of dividends paid on our common shares:
| Year ended December 31, | ||||||||||||
| (in thousands) | 2022 | 2021 | 2020 | |||||||||
| Dividend per share | $ | 2.53 | (1) | 2.53 | (2) | 2.19 | ||||||
| Ordinary income | 100 | % | 92 | % | 100 | % | ||||||
| Capital gain (3) | — | % | 8 | % | — | % | ||||||
| Additional tax status information: | ||||||||||||
| Qualified dividend income | — | % | 1 | % | — | % | ||||||
| Section 199A dividend | 100 | % | 91 | % | 100 | % | ||||||
| Section 897 ordinary dividends | — | % | 2 | % | — | % | ||||||
| Section 897 capital gains | — | % | 4 | % | — | % |
(1)
During 2022, the Company declared four quarterly dividends, the last of which was paid on January 4, 2023, with a portion allocated to the 2022 dividend period, and the balance allocated to 2023.
(2)
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 devidend period, and the balance allocated to 2022.
(3)
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, 2022, 2021, and 2020 was as follows:
| Year ended December 31, | ||||||||||||
| (in thousands) | 2022 | 2021 | 2020 | |||||||||
| Income tax expense (benefit): | ||||||||||||
| Current | $ | (332 | ) | 620 | 2,157 | |||||||
| Deferred | 293 | 421 | (891 | ) | ||||||||
| Total income tax expense (benefit) (1) | $ | (39 | ) | 1,041 | 1,266 |
(1)
Includes $(39,000), $943,000 and $(355,000) of tax expense (benefit) presented within Other operating expenses during the years ended December 31, 2022, 2021, and 2020, respectively. Additionally, $1,600,000 of tax expense is presented within Gain on sale of real estate (or Provision for impairment), net of tax, during the year ended December 31, 2020.
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) | 2022 | 2021 | 2020 | |||||||||
| Computed expected tax expense (benefit) | $ | 504 | 544 | (3,665 | ) | |||||||
| State income tax, net of federal benefit | 52 | 477 | (593 | ) | ||||||||
| Valuation allowance | (323 | ) | 15 | 1,043 | ||||||||
| Permanent items | 1 | 1 | 5,079 | |||||||||
| All other items | (273 | ) | 4 | (598 | ) | |||||||
| Total income tax expense (1) | (39 | ) | 1,041 | 1,266 | ||||||||
| Income tax expense attributable to operations (1) | $ | (39 | ) | 1,041 | 1,266 |
(1)
Includes $(39,000), $943,000, and $(355,000) of tax expense (benefit) presented within Other operating expenses during the years ended December 31, 2022, 2021, and 2020, respectively. Additionally, $1,600,000 of tax expense is presented within Gain on sale of real estate (or Provision for impairment), net of tax, during the year ended December 31, 2020.
REGENCY CENTERS CORPORATION AND REGENCY CENTERS, L.P.
Notes to Consolidated Financial Statements
December 31, 2022
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) | 2022 | 2021 | ||||||
| Deferred tax assets | ||||||||
| Fixed assets | $ | — | 1,039 | |||||
| Other | 1,007 | 1,379 | ||||||
| Deferred tax assets | 1,007 | 2,418 | ||||||
| Valuation allowance | (1,007 | ) | (2,418 | ) | ||||
| Deferred tax assets, net | $ | — | — | |||||
| Deferred tax liabilities | ||||||||
| Fixed assets | (12,527 | ) | (13,004 | ) | ||||
| Other | (61 | ) | (340 | ) | ||||
| Deferred tax liabilities | (12,588 | ) | (13,344 | ) | ||||
| Net deferred tax liabilities | $ | (12,588 | ) | (13,344 | ) |
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.
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 as of the dates set forth below:
| Maturing Through | Weighted Average Contractual Rate | Weighted Average Effective Rate | December 31, | |||||||||||
| (in thousands) | 2022 | 2021 | ||||||||||||
| Notes payable: | ||||||||||||||
| Fixed rate mortgage loans | 3/1/2032 | 3.9% | 3.5% | $ | 342,135 | 359,414 | ||||||||
| Variable rate mortgage loans (1) | 6/2/2027 | 3.4% | 3.7% | 136,246 | 115,539 | |||||||||
| Fixed rate unsecured debt | 3/15/2049 | 3.8% | 4.0% | 3,248,373 | 3,243,991 | |||||||||
| Total notes payable | 3,726,754 | 3,718,944 | ||||||||||||
| Unsecured credit facilities: | ||||||||||||||
| Line of Credit (2) | 3/23/2025 | 5.0% | 5.3% | — | — | |||||||||
| Total debt outstanding | $ | 3,726,754 | 3,718,944 |
(1)
Five of these six variable rate loans, representing $132.1 million of debt in the aggregate, have interest rate swaps in place to mitigate interest rate fluctuation risk. With these swap agreements, the 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 using the period end variable rate.
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, 2022, management of the Company believes it is in compliance with all financial covenants for its unsecured public debt.
REGENCY CENTERS CORPORATION AND REGENCY CENTERS, L.P.
Notes to Consolidated Financial Statements
December 31, 2022
Unsecured Credit Facilities
The Company has an unsecured line of credit commitment (the "Line") with a syndicate of banks. At December 31, 2022, 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 an applicable margin of 0.865% and is subject to a commitment fee of 0.15%, both of which are based on the Company's corporate credit rating. On January 12, 2023, the Line was amended to convert the reference rate from LIBOR to SOFR plus a 0.10% market adjustment, with no changes in the applicable margin.
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, 2022, the Company is in compliance with all financial covenants for the Line.
Scheduled principal payments and maturities on notes payable and unsecured credit facilities were as follows:
| (in thousands) | December 31, 2022 | |||||||||||||||
| Scheduled Principal Payments and Maturities by Year: | Scheduled Principal Payments | Mortgage Loan Maturities | Unsecured Maturities (1) | Total | ||||||||||||
| 2023 | $ | 9,695 | 59,383 | — | 69,078 | |||||||||||
| 2024 | 4,849 | 90,758 | 250,000 | 345,607 | ||||||||||||
| 2025 | 3,732 | 44,250 | 250,000 | 297,982 | ||||||||||||
| 2026 | 3,922 | 112,365 | 200,000 | 316,287 | ||||||||||||
| 2027 | 3,788 | 137,915 | 525,000 | 666,703 | ||||||||||||
| Beyond 5 Years | 2,873 | 319 | 2,050,000 | 2,053,192 | ||||||||||||
| Unamortized debt premium/(discount) and issuance costs | — | 4,532 | (26,627 | ) | (22,095 | ) | ||||||||||
| Total notes payable | $ | 28,859 | 449,522 | 3,248,373 | 3,726,754 |
(1)
Includes unsecured public and private debt and unsecured credit facilities.
The Company has $59.4 million of debt maturing over the next 12 months, which is in the form of five non-recourse mortgage loans. The Company currently intends to repay three of the maturing balances, leaving the properties unencumbered, with plans to refinance the two remaining. 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 mitigation of interest rate risk. The use of derivative financial instruments carries certain risks, including the risk that the counterparties to these contractual arrangements are not able to perform under the agreements. To mitigate this risk, the Company only enters into derivative financial instruments with counterparties with quality credit ratings. The Company does not anticipate that any of the counterparties will fail to meet their obligations.
REGENCY CENTERS CORPORATION AND REGENCY CENTERS, L.P.
Notes to Consolidated Financial Statements
December 31, 2022
The Company's objectives in using interest rate derivatives are to attempt to stabilize interest expense where possible and to manage its exposure to interest rate movements. To accomplish this objective, the Company primarily uses interest rate swaps as part of its interest rate risk management strategy. Interest rate swaps designated as cash flow hedges involve the receipt of variable-rate amounts from a counterparty in exchange for the Company making fixed-rate payments over the life of the agreements without exchange of the underlying notional amount.
The following table summarizes the terms and fair values of the Company's derivative financial instruments, as well as their classification on the Consolidated Balance Sheets:
| Fair Value at December 31, | ||||||||||||||||||||
| (in thousands) | Assets (Liabilities) (1) | |||||||||||||||||||
| Effective Date | Maturity Date | Notional Amount | Bank Pays Variable Rate of | Regency Pays Fixed Rate of | 2022 | 2021 | ||||||||||||||
| 4/7/16 | 4/1/23 | $ | 18,637 | LIBOR | 1.303 | % | $ | 152 | (175 | ) | ||||||||||
| 12/1/16 | 11/1/23 | 31,131 | SOFR | 1.490 | % | 883 | (412 | ) | ||||||||||||
| 9/17/19 | 3/17/25 | 24,000 | SOFR | 1.443 | % | 1,443 | (364 | ) | ||||||||||||
| 6/2/17 | 6/2/27 | 35,446 | SOFR | 2.261 | % | 2,158 | (1,907 | ) | ||||||||||||
| 12/20/19 (2) | 12/19/26 | 24,365 | LIBOR | 1.750 | % | 1,939 | — | |||||||||||||
| Total derivative financial instruments | $ | 6,575 | (2,858 | ) |
(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)
The Company assumed this interest rate swap which hedges debt also assumed with the purchase of Baederwood Shoppes in May 2022.
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, 2022, does not have any derivatives that are not designated as hedges.
The changes in the fair value of derivatives designated and qualifying as cash flow hedges are recorded in Accumulated other comprehensive income (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 Loss (Gain) Reclassified from AOCI into Income | Total amounts presented in the Consolidated Statements of Operations in which the effects of cash flow hedges are recorded | ||||||||||||||||||||||||||||||||||||||
| Year ended December 31, | Year ended December 31, | Year ended December 31, | ||||||||||||||||||||||||||||||||||||||
| (in thousands) | 2022 | 2021 | 2020 | 2022 | 2021 | 2020 | 2022 | 2021 | 2020 | |||||||||||||||||||||||||||||||
| Interest rate swaps | $ | 20,061 | 5,391 | (19,187 | ) | Interest expense, net | $ | 833 | 4,141 | 8,790 | Interest expense, net | $ | 146,186 | 145,170 | 156,678 | |||||||||||||||||||||||||
| Early extinguishment of debt (1) | $ | — | — | 2,472 | Early extinguishment of debt | $ | — | — | 21,837 |
(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, 2022, the Company expects approximately $5.4 million of accumulated comprehensive income on derivative instruments in AOCI, including the Company's share from its Investments in real estate partnerships, to be reclassified into earnings during the next 12 months.
REGENCY CENTERS CORPORATION AND REGENCY CENTERS, L.P.
Notes to Consolidated Financial Statements
December 31, 2022
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, | ||||||||||||||||
| 2022 | 2021 | |||||||||||||||
| (in thousands) | Carrying Amount | Fair Value | Carrying Amount | Fair Value | ||||||||||||
| Financial liabilities: | ||||||||||||||||
| Notes payable | $ | 3,726,754 | 3,333,378 | $ | 3,718,944 | 4,103,533 |
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, 2022 and 2021, 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 are considered Level 1 inputs of the fair value hierarchy. Changes in the value of securities are recorded within Net investment loss (income) in the accompanying Consolidated Statements of Operations, and includes unrealized losses of $8.0 million for the year ended December 31, 2022, and unrealized gains of $1.7 million and $3.0 million for the years ended December 31, 2021, and 2020, 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 either recent trade prices for the identical debt instrument or comparable instruments by issuers of similar industry sector, issuer rating, and size, to estimate fair value, which are considered Level 2 inputs of the fair value hierarchy. Unrealized gains or losses on these debt securities are recognized through other comprehensive income.
Interest Rate Derivatives
The fair value of the Company's interest rate derivatives is determined using widely accepted valuation techniques including discounted cash flow analysis on the expected cash flows of each derivative. This analysis reflects the contractual terms of the derivatives, including the period to maturity, and uses observable market-based inputs, including interest rate curves and implied volatilities. The Company incorporates credit valuation adjustments to appropriately reflect both its own nonperformance risk and the respective counterparty's nonperformance risk in the fair value measurements.
REGENCY CENTERS CORPORATION AND REGENCY CENTERS, L.P.
Notes to Consolidated Financial Statements
December 31, 2022
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, 2022 | ||||||||||||||||
| (in thousands) | Balance | Quoted Prices in Active Markets for Identical Assets (Level 1) | Significant Other Observable Inputs (Level 2) | Significant Unobservable Inputs (Level 3) | ||||||||||||
| Assets: | ||||||||||||||||
| Securities | $ | 40,089 | 40,089 | — | — | |||||||||||
| Available-for-sale debt securities | 14,492 | — | 14,492 | — | ||||||||||||
| Interest rate derivatives | 6,575 | — | 6,575 | — | ||||||||||||
| Total | $ | 61,156 | 40,089 | 21,067 | — |
| 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 | ) | — |
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 | ) |
During the year ended December 31, 2022, there were no real estate assets re-measured to estimated fair value on a nonrecurring basis. During the year ended December 31, 2021, the Company revalued two shopping centers to estimated fair value due to a change in expected hold period using a discounted cash flow model.
REGENCY CENTERS CORPORATION AND REGENCY CENTERS, L.P.
Notes to Consolidated Financial Statements
December 31, 2022
Equity and Capital
Common Stock of the Parent Company
Dividends Declared
On February 8, 2023, our Board of Directors declared a common stock dividend of $0.65 per share, payable on April 5,
2023, to shareholders of record as of March 15, 2023.
At the Market ("ATM") Program
Under the Parent Company's ATM equity offering program, the Parent Company may sell up to $500 million of common stock at prices determined by the market at the time of sale.
During 2021, the Company entered into forward sale agreements under its ATM program to issue shares of its common stock which were issued and settled as follows:
1,332,142 shares were issued during 2021 at a weighted average offering price of $63.71 before any underwriting discounts and offerring expenses. The net proceeds received at settlement were approximately $82.5 million, after approximately $1.1 million underwriting discounts and offering expenses;
984,618 shares were issued during 2022 at a weighted average offering price of $65.78 before underwriting discounts and offering expenses. The net proceeds received at settlement were approximately $61.3 million, after approximately $3.5 million in underwriting discounts and offering expenses.
The proceeds were used to fund acquisitions. All shares are now settled under the forward sales agreements. No other sales occurred under the ATM program during 2022.
As of December 31, 2022, $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 could 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 (referred to as the "Authorized Repurchase Program"). Any shares purchased, if not retired, were treated as treasury shares.
During the year ended December 31, 2022, the Company executed multiple trades to repurchase 1,294,201 common shares under the Authorized Repurchase Program for a total of $75.4 million at a weighted average price of $58.25 per share. All repurchased shares were retired on the respective settlement dates. At December 31, 2022, $174.6 million remained available under this Authorized Repurchase Program. This Authorized Repurchase Program expired on February 3, 2023.
On February 8, 2023, the Company's Board authorized a new common share repurchase program under which the Company may purchase, from time to time, up to a maximum of $250 million of its outstanding common stock through open market purchases, and/or in privately negotiated transactions. The timing and price of share repurchases, if any, will be dependent upon market conditions and other factors. Any shares repurchased, if not retired, will be treated as treasury shares. This new authorization will expire on February 7, 2025, unless modified of earlier terminated by the Board.
REGENCY CENTERS CORPORATION AND REGENCY CENTERS, L.P.
Notes to Consolidated Financial Statements
December 31, 2022
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, 2022, 18,613 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) | 2022 | 2021 | ||||||
| Partnership units owned by the general partner | 171,125 | 171,213 | ||||||
| Partnership units owned by the limited partners | 741 | 760 | ||||||
| Total partnership units outstanding | 171,866 | 171,973 | ||||||
| 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) | 2022 | 2021 | 2020 | |||||||||
| Restricted stock (1) | $ | 16,667 | 12,651 | 14,248 | ||||||||
| Directors' fees paid in common stock and other employee stock grants | 589 | 530 | 452 | |||||||||
| Capitalized stock-based compensation | (735 | ) | (666 | ) | (1,119 | ) | ||||||
| Stock-based compensation, net of capitalization | $ | 16,521 | 12,515 | 13,581 |
(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, 2022, there were 4.1 million shares available for grant under the Plan.
Restricted Stock Awards
The Company grants restricted stock under the Plan to its employees as a form of long-term compensation and retention. The terms of each restricted stock grant vary depending upon the participant's responsibilities and position within the Company. The Company's stock grants can be categorized as either time-based awards, performance-based awards, or market-based awards. All awards are valued at fair value, earn dividends throughout the vesting period, and have no voting rights. Fair value is measured using the grant date market price for all time-based or performance-based awards. Market based awards are valued using a Monte Carlo simulation to estimate the fair value based on the probability of satisfying the market conditions and the projected stock price at the time of payout, discounted to the valuation date over a three year performance period. Assumptions include historic volatility over the previous three year period, risk-free interest rates, and Regency's historic daily return as compared to the market index. Since the award payout includes dividend equivalents and the total shareholder return includes the value of dividends, no dividend yield assumption is required for the valuation. Compensation expense is measured at the grant date and recognized on a straight-line basis over the requisite vesting period for the entire award.
REGENCY CENTERS CORPORATION AND REGENCY CENTERS, L.P.
Notes to Consolidated Financial Statements
December 31, 2022
The following table summarizes non-vested restricted stock activity:
| Year ended December 31, 2022 | ||||||||||||
| Number of Shares | Intrinsic Value (in thousands) | Weighted Average Grant Price | ||||||||||
| Non-vested as of December 31, 2021 | 691,862 | |||||||||||
| Time-based awards granted (1) (4) | 148,048 | $ | 71.36 | |||||||||
| Performance-based awards granted (2) (4) | 15,674 | $ | 71.68 | |||||||||
| Market-based awards granted (3) (4) | 112,759 | $ | 74.98 | |||||||||
| Change in market-based awards earned for performance (3) | 5,153 | $ | 71.58 | |||||||||
| Vested (5) | (250,491 | ) | $ | 71.05 | ||||||||
| Forfeited | (11,306 | ) | $ | 62.65 | ||||||||
| Non-vested as of December 31, 2022 (6) | 711,699 | $ | 44,481 |
(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, | ||||||||||||
| 2022 | 2021 | 2020 | ||||||||||
| Volatility | 43.10 | % | 42.60 | % | 18.50 | % | ||||||
| Risk free interest rate | 1.39 | % | 0.18 | % | 1.30 | % |
(4)
The weighted-average grant price for restricted stock granted during the years is summarized below:
| Year ended December 31, | ||||||||||||
| 2022 | 2021 | 2020 | ||||||||||
| Weighted-average grant price for restricted stock | $ | 72.86 | $ | 46.55 | $ | 64.14 |
(5)
The total intrinsic value of restricted stock vested during the years is summarized below (in thousands):
| Year ended December 31, | ||||||||||||
| 2022 | 2021 | 2020 | ||||||||||
| Intrinsic value of restricted stock vested | $ | 17,797 | $ | 10,939 | $ | 14,423 |
(6)
As of December 31, 2022, there was $16.6 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, 2022
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, 2022. Additionally, an annual profit sharing contribution may be made, which are fully vested after three years in service. Costs for Company contributions to the plan totaled $4.4 million, $4.1 million, and $3.5 million for the years ended December 31, 2022, 2021, and 2020, 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) | 2022 | 2021 | Location in Consolidated Balance Sheets | |||||||
| Assets: | ||||||||||
| Securities | $ | 36,163 | 44,464 | Other assets | ||||||
| Liabilities: | ||||||||||
| Deferred compensation obligation | $ | 36,085 | 44,388 | Accounts payable and other liabilities |
Realized and unrealized gains and losses on securities held in the NQDCP are recognized within Net investment loss (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) | 2022 | 2021 | 2020 | |||||||||
| Numerator: | ||||||||||||
| Income attributable to common stockholders - basic | $ | 482,865 | 361,411 | 44,889 | ||||||||
| Income attributable to common stockholders - diluted | $ | 482,865 | 361,411 | 44,889 | ||||||||
| Denominator: | ||||||||||||
| Weighted average common shares outstanding for basic EPS | 171,404 | 170,236 | 169,231 | |||||||||
| Weighted average common shares outstanding for diluted EPS (1) (2) | 171,791 | 170,694 | 169,460 | |||||||||
| Income per common share – basic | $ | 2.82 | 2.12 | 0.27 | ||||||||
| Income per common share – diluted | $ | 2.81 | 2.12 | 0.26 |
(1)
Includes the dilutive impact of unvested restricted stock.
(2)
Using the treasury stock method, weighted average common shares outstanding for basic and diluted earnings per share exclude 1.0 million shares issuable under the forward ATM equity offering outstanding during 2021 as they would be anti-dilutive.
REGENCY CENTERS CORPORATION AND REGENCY CENTERS, L.P.
Notes to Consolidated Financial Statements
December 31, 2022
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, 2022, 2021, and 2020, were 748,336, 761,955, and 765,046, 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) | 2022 | 2021 | 2020 | |||||||||
| Numerator: | ||||||||||||
| Income attributable to common unit holders - basic | $ | 484,970 | 363,026 | 45,092 | ||||||||
| Income attributable to common unit holders - diluted | $ | 484,970 | 363,026 | 45,092 | ||||||||
| Denominator: | ||||||||||||
| Weighted average common units outstanding for basic EPU | 172,152 | 170,998 | 169,997 | |||||||||
| Weighted average common units outstanding for diluted EPU (1) (2) | 172,540 | 171,456 | 170,225 | |||||||||
| Income per common unit – basic | $ | 2.82 | 2.12 | 0.27 | ||||||||
| Income per common unit – diluted | $ | 2.81 | 2.12 | 0.26 |
(1)
Includes the dilutive impact of unvested restricted stock.
(2)
Using the treasury stock method, weighted average common shares outstanding for basic and diluted earnings per share exclude 1.0 million shares issuable under the forward ATM equity offering outstanding during 2021 as they would be anti-dilutive.
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, 2022 and 2021, the Company had $9.4 million in letters of credit outstanding.
REGENCY CENTERS CORPORATION AND REGENCY CENTERS, L.P.
Schedule III - Consolidated Real Estate and Accumulated Depreciation
December 31, 2022
(in thousands)
REGENCY CENTERS CORPORATION AND REGENCY CENTERS, L.P.
Schedule III - Consolidated Real Estate and Accumulated Depreciation
December 31, 2022
(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 | (1,550 | ) | 24,425 | — | ||||||||||||||||||||||||
| 1175 Third Avenue | 40,560 | 25,617 | 33 | 40,560 | 25,650 | 66,210 | (4,361 | ) | 61,849 | — | ||||||||||||||||||||||||||
| 1225-1239 Second Ave | 23,033 | 17,173 | (33 | ) | 23,033 | 17,140 | 40,173 | (3,112 | ) | 37,061 | — | |||||||||||||||||||||||||
| 200 Potrero | 4,860 | 2,251 | 135 | 4,860 | 2,386 | 7,246 | (450 | ) | 6,796 | — | ||||||||||||||||||||||||||
| 22 Crescent Road | 2,198 | 272 | (318 | ) | 2,152 | — | 2,152 | — | 2,152 | — | ||||||||||||||||||||||||||
| 4S Commons Town Center | 30,760 | 35,830 | 1,743 | 30,812 | 37,521 | 68,333 | (29,841 | ) | 38,492 | (80,812 | ) | |||||||||||||||||||||||||
| 6401 Roosevelt | 2,685 | 934 | 193 | 2,685 | 1,127 | 3,812 | (88 | ) | 3,724 | — | ||||||||||||||||||||||||||
| 90 - 30 Metropolitan Avenue | 16,614 | 24,171 | 271 | 16,614 | 24,442 | 41,056 | (4,272 | ) | 36,784 | — | ||||||||||||||||||||||||||
| 91 Danbury Road | 732 | 851 | 46 | 732 | 897 | 1,629 | (205 | ) | 1,424 | — | ||||||||||||||||||||||||||
| Alafaya Village | 3,004 | 5,852 | 215 | 3,004 | 6,067 | 9,071 | (1,188 | ) | 7,883 | — | ||||||||||||||||||||||||||
| Alden Bridge | 17,014 | 21,958 | 597 | 17,014 | 22,555 | 39,569 | (1,436 | ) | 38,133 | (26,000 | ) | |||||||||||||||||||||||||
| Amerige Heights Town Center | 10,109 | 11,288 | 1,211 | 10,109 | 12,499 | 22,608 | (6,361 | ) | 16,247 | — | ||||||||||||||||||||||||||
| Anastasia Plaza | 9,065 | — | 1,025 | 3,338 | 6,752 | 10,090 | (3,587 | ) | 6,503 | — | ||||||||||||||||||||||||||
| Apple Valley Square | 5,438 | 21,328 | (56 | ) | 5,382 | 21,328 | 26,710 | (1,196 | ) | 25,514 | — | |||||||||||||||||||||||||
| Ashford Place | 2,584 | 9,865 | 1,126 | 2,584 | 10,991 | 13,575 | (9,016 | ) | 4,559 | — | ||||||||||||||||||||||||||
| Atlantic Village | 4,282 | 18,827 | 2,093 | 4,868 | 20,334 | 25,202 | (5,198 | ) | 20,004 | — | ||||||||||||||||||||||||||
| Aventura Shopping Center | 2,751 | 10,459 | 11,129 | 9,486 | 14,853 | 24,339 | (4,497 | ) | 19,842 | — | ||||||||||||||||||||||||||
| Aventura Square | 88,098 | 20,771 | 1,799 | 89,657 | 21,011 | 110,668 | (4,541 | ) | 106,127 | (2,340 | ) | |||||||||||||||||||||||||
| Baederwood Shopping Center | 12,016 | 33,556 | 323 | 12,016 | 33,879 | 45,895 | (859 | ) | 45,036 | (24,365 | ) | |||||||||||||||||||||||||
| Balboa Mesa Shopping Center | 23,074 | 33,838 | 14,057 | 27,758 | 43,211 | 70,969 | (19,638 | ) | 51,331 | — | ||||||||||||||||||||||||||
| Banco Popular Building | 2,160 | 1,137 | (1,294 | ) | 2,003 | — | 2,003 | — | 2,003 | — | ||||||||||||||||||||||||||
| Belleview Square | 8,132 | 9,756 | 3,942 | 8,323 | 13,507 | 21,830 | (10,116 | ) | 11,714 | — | ||||||||||||||||||||||||||
| Belmont Chase | 13,881 | 17,193 | (368 | ) | 14,372 | 16,334 | 30,706 | (8,092 | ) | 22,614 | — | |||||||||||||||||||||||||
| Berkshire Commons | 2,295 | 9,551 | 2,957 | 2,965 | 11,838 | 14,803 | (9,463 | ) | 5,340 | — | ||||||||||||||||||||||||||
| Bethany Park Place | 4,832 | 12,405 | 166 | 4,832 | 12,571 | 17,403 | (835 | ) | 16,568 | (10,200 | ) | |||||||||||||||||||||||||
| Bird 107 Plaza | 10,371 | 5,136 | 56 | 10,371 | 5,192 | 15,563 | (1,241 | ) | 14,322 | — | ||||||||||||||||||||||||||
| Bird Ludlam | 42,663 | 38,481 | 935 | 42,663 | 39,416 | 82,079 | (8,188 | ) | 73,891 | — | ||||||||||||||||||||||||||
| Black Rock | 22,251 | 20,815 | 497 | 22,251 | 21,312 | 43,563 | (6,766 | ) | 36,797 | (18,637 | ) | |||||||||||||||||||||||||
| Blakeney Town Center (fka Blakeney Shopping Center) | 82,411 | 89,165 | 1,431 | 82,411 | 90,596 | 173,007 | (4,278 | ) | 168,729 | — | ||||||||||||||||||||||||||
| Bloomingdale Square | 3,940 | 14,912 | 22,981 | 8,639 | 33,194 | 41,833 | (12,435 | ) | 29,398 | — | ||||||||||||||||||||||||||
| Blossom Valley | 31,988 | 5,850 | 767 | 31,988 | 6,617 | 38,605 | (515 | ) | 38,090 | (22,300 | ) |
REGENCY CENTERS CORPORATION AND REGENCY CENTERS, L.P.
Schedule III - Consolidated Real Estate and Accumulated Depreciation
December 31, 2022
(in thousands)
| Boca Village Square | 43,888 | 9,726 | 274 | 43,888 | 10,000 | 53,888 | (2,903 | ) | 50,985 | — | ||||||||||||||||||||||||||
| Boulevard Center | 3,659 | 10,787 | 3,001 | 3,659 | 13,788 | 17,447 | (9,205 | ) | 8,242 | — | ||||||||||||||||||||||||||
| Boynton Lakes Plaza | 2,628 | 11,236 | 5,203 | 3,606 | 15,461 | 19,067 | (9,494 | ) | 9,573 | — | ||||||||||||||||||||||||||
| Boynton Plaza | 12,879 | 20,713 | 280 | 12,879 | 20,993 | 33,872 | (4,581 | ) | 29,291 | — | ||||||||||||||||||||||||||
| Brentwood Plaza | 2,788 | 3,473 | 357 | 2,788 | 3,830 | 6,618 | (1,897 | ) | 4,721 | — | ||||||||||||||||||||||||||
| Briarcliff La Vista | 694 | 3,292 | 600 | 694 | 3,892 | 4,586 | (3,407 | ) | 1,179 | — | ||||||||||||||||||||||||||
| Briarcliff Village | 4,597 | 24,836 | 5,750 | 5,519 | 29,664 | 35,183 | (21,385 | ) | 13,798 | — | ||||||||||||||||||||||||||
| Brick Walk | 25,299 | 41,995 | 2,071 | 25,299 | 44,066 | 69,365 | (12,220 | ) | 57,145 | (31,131 | ) | |||||||||||||||||||||||||
| BridgeMill Market | 7,521 | 13,306 | 969 | 7,522 | 14,274 | 21,796 | (3,693 | ) | 18,103 | — | ||||||||||||||||||||||||||
| Bridgeton | 3,033 | 8,137 | 621 | 3,067 | 8,724 | 11,791 | (3,743 | ) | 8,048 | — |
REGENCY CENTERS CORPORATION AND REGENCY CENTERS, L.P.
Schedule III - Consolidated Real Estate and Accumulated Depreciation
December 31, 2022
(in thousands)
REGENCY CENTERS CORPORATION AND REGENCY CENTERS, L.P.
Schedule III - Consolidated Real Estate and Accumulated Depreciation
December 31, 2022
(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 | |||||||||||||||||||||||||||
| Brighten Park | 3,983 | 18,687 | 11,395 | 4,234 | 29,831 | 34,065 | (21,759 | ) | 12,306 | — | ||||||||||||||||||||||||||
| Broadway Plaza | 40,723 | 42,170 | 2,100 | 40,723 | 44,270 | 84,993 | (9,024 | ) | 75,969 | — | ||||||||||||||||||||||||||
| Brooklyn Station on Riverside | 7,019 | 8,688 | 283 | 6,998 | 8,992 | 15,990 | (3,053 | ) | 12,937 | — | ||||||||||||||||||||||||||
| Brookside Plaza | 35,161 | 17,494 | 6,104 | 36,163 | 22,596 | 58,759 | (6,220 | ) | 52,539 | — | ||||||||||||||||||||||||||
| Buckhead Court | 1,417 | 7,432 | 4,422 | 1,417 | 11,854 | 13,271 | (9,809 | ) | 3,462 | — | ||||||||||||||||||||||||||
| Buckhead Landing | 45,502 | 16,642 | 103 | 45,502 | 16,745 | 62,247 | (6,221 | ) | 56,026 | — | ||||||||||||||||||||||||||
| Buckhead Station | 70,411 | 36,518 | 2,094 | 70,448 | 38,575 | 109,023 | (10,036 | ) | 98,987 | — | ||||||||||||||||||||||||||
| Buckley Square | 2,970 | 5,978 | 1,402 | 2,970 | 7,380 | 10,350 | (4,999 | ) | 5,351 | — | ||||||||||||||||||||||||||
| Caligo Crossing | 2,459 | 4,897 | 148 | 2,546 | 4,958 | 7,504 | (3,993 | ) | 3,511 | — | ||||||||||||||||||||||||||
| Cambridge Square | 774 | 4,347 | 605 | 774 | 4,952 | 5,726 | (3,437 | ) | 2,289 | — | ||||||||||||||||||||||||||
| Carmel Commons | 2,466 | 12,548 | 5,206 | 3,422 | 16,798 | 20,220 | (11,975 | ) | 8,245 | — | ||||||||||||||||||||||||||
| Carriage Gate | 833 | 4,974 | 3,224 | 1,302 | 7,729 | 9,031 | (7,203 | ) | 1,828 | — | ||||||||||||||||||||||||||
| Carytown Exchange | 23,720 | 19,270 | (53 | ) | 23,721 | 19,216 | 42,937 | (2,641 | ) | 40,296 | — | |||||||||||||||||||||||||
| Cashmere Corners | 3,187 | 9,397 | 647 | 3,187 | 10,044 | 13,231 | (2,638 | ) | 10,593 | — | ||||||||||||||||||||||||||
| Cedar Commons | 4,704 | 16,748 | 54 | 4,704 | 16,802 | 21,506 | (728 | ) | 20,778 | — | ||||||||||||||||||||||||||
| Centerplace of Greeley III | 6,661 | 11,502 | 1,295 | 5,694 | 13,764 | 19,458 | (7,161 | ) | 12,297 | — | ||||||||||||||||||||||||||
| Charlotte Square | 1,141 | 6,845 | 1,008 | 1,141 | 7,853 | 8,994 | (2,308 | ) | 6,686 | — | ||||||||||||||||||||||||||
| Chasewood Plaza | 4,612 | 20,829 | 5,603 | 6,886 | 24,158 | 31,044 | (20,840 | ) | 10,204 | — | ||||||||||||||||||||||||||
| Chastain Square | 30,074 | 12,644 | 2,307 | 30,074 | 14,951 | 45,025 | (4,491 | ) | 40,534 | — | ||||||||||||||||||||||||||
| Cherry Grove | 3,533 | 15,862 | 5,080 | 3,533 | 20,942 | 24,475 | (13,651 | ) | 10,824 | — | ||||||||||||||||||||||||||
| Chimney Rock | 23,623 | 48,200 | 440 | 23,623 | 48,640 | 72,263 | (15,623 | ) | 56,640 | — | ||||||||||||||||||||||||||
| Circle Center West | 22,930 | 9,028 | 183 | 22,930 | 9,211 | 32,141 | (2,140 | ) | 30,001 | — | ||||||||||||||||||||||||||
| Circle Marina Center | 29,303 | 18,437 | 153 | 29,303 | 18,590 | 47,893 | (2,210 | ) | 45,683 | (24,000 | ) | |||||||||||||||||||||||||
| CityLine Market | 12,208 | 15,839 | 341 | 12,306 | 16,082 | 28,388 | (5,640 | ) | 22,748 | — | ||||||||||||||||||||||||||
| CityLine Market Phase II | 2,744 | 3,081 | 104 | 2,744 | 3,185 | 5,929 | (997 | ) | 4,932 | — | ||||||||||||||||||||||||||
| Clayton Valley Shopping Center | 24,189 | 35,422 | 2,248 | 24,538 | 37,321 | 61,859 | (29,371 | ) | 32,488 | — | ||||||||||||||||||||||||||
| Clocktower Plaza Shopping Ctr | 49,630 | 19,624 | 702 | 49,630 | 20,326 | 69,956 | (4,310 | ) | 65,646 | — | ||||||||||||||||||||||||||
| Clybourn Commons | 15,056 | 5,594 | 496 | 15,056 | 6,090 | 21,146 | (2,008 | ) | 19,138 | — | ||||||||||||||||||||||||||
| Cochran's Crossing | 13,154 | 12,315 | 2,549 | 13,154 | 14,864 | 28,018 | (11,607 | ) | 16,411 | — | ||||||||||||||||||||||||||
| Compo Acres Shopping Center | 28,627 | 10,395 | 874 | 28,627 | 11,269 | 39,896 | (2,312 | ) | 37,584 | — | ||||||||||||||||||||||||||
| Concord Shopping Plaza | 30,819 | 36,506 | 1,616 | 31,272 | 37,669 | 68,941 | (7,356 | ) | 61,585 | — | ||||||||||||||||||||||||||
| Copps Hill Plaza | 29,515 | 40,673 | 2,411 | 29,514 | 43,085 | 72,599 | (7,436 | ) | 65,163 | (8,962 | ) | |||||||||||||||||||||||||
| Coral Reef Shopping Center | 14,922 | 15,200 | 2,441 | 15,332 | 17,231 | 32,563 | (3,981 | ) | 28,582 | — | ||||||||||||||||||||||||||
| Corkscrew Village | 8,407 | 8,004 | 851 | 8,407 | 8,855 | 17,262 | (4,397 | ) | 12,865 | — | ||||||||||||||||||||||||||
| Cornerstone Square | 1,772 | 6,944 | 1,678 | 1,772 | 8,622 | 10,394 | (6,862 | ) | 3,532 | — |
REGENCY CENTERS CORPORATION AND REGENCY CENTERS, L.P.
Schedule III - Consolidated Real Estate and Accumulated Depreciation
December 31, 2022
(in thousands)
| Corral Hollow | 8,887 | 24,121 | 39 | 8,887 | 24,160 | 33,047 | (706 | ) | 32,341 | — | ||||||||||||||||||||||||||
| Corvallis Market Center | 6,674 | 12,244 | 472 | 6,696 | 12,694 | 19,390 | (7,892 | ) | 11,498 | — | ||||||||||||||||||||||||||
| Country Walk Plaza | 18,713 | 20,373 | 194 | 18,713 | 20,567 | 39,280 | (2,143 | ) | 37,137 | (16,000 | ) | |||||||||||||||||||||||||
| Countryside Shops | 17,982 | 35,574 | 13,718 | 23,175 | 44,099 | 67,274 | (12,190 | ) | 55,084 | — | ||||||||||||||||||||||||||
| Courtyard Shopping Center | 5,867 | 4 | 3 | 5,867 | 7 | 5,874 | (3 | ) | 5,871 | — | ||||||||||||||||||||||||||
| Culver Center | 108,841 | 32,308 | 2,329 | 108,841 | 34,637 | 143,478 | (7,932 | ) | 135,546 | — |
REGENCY CENTERS CORPORATION AND REGENCY CENTERS, L.P.
Schedule III - Consolidated Real Estate and Accumulated Depreciation
December 31, 2022
(in thousands)
REGENCY CENTERS CORPORATION AND REGENCY CENTERS, L.P.
Schedule III - Consolidated Real Estate and Accumulated Depreciation
December 31, 2022
(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 | |||||||||||||||||||||||||||
| Danbury Green | 30,303 | 19,255 | 1,038 | 30,303 | 20,293 | 50,596 | (4,172 | ) | 46,424 | — | ||||||||||||||||||||||||||
| Dardenne Crossing | 4,194 | 4,005 | 727 | 4,343 | 4,583 | 8,926 | (2,563 | ) | 6,363 | — | ||||||||||||||||||||||||||
| Darinor Plaza | 693 | 32,140 | 1,236 | 711 | 33,358 | 34,069 | (7,099 | ) | 26,970 | — | ||||||||||||||||||||||||||
| Diablo Plaza | 5,300 | 8,181 | 2,499 | 5,300 | 10,680 | 15,980 | (6,750 | ) | 9,230 | — | ||||||||||||||||||||||||||
| Dunwoody Hall | 15,145 | 12,110 | 189 | 15,145 | 12,299 | 27,444 | (700 | ) | 26,744 | (13,800 | ) | |||||||||||||||||||||||||
| Dunwoody Village | 3,342 | 15,934 | 6,409 | 3,342 | 22,343 | 25,685 | (17,574 | ) | 8,111 | — | ||||||||||||||||||||||||||
| East Meadow | 12,325 | 21,378 | 91 | 12,267 | 21,527 | 33,794 | (946 | ) | 32,848 | — | ||||||||||||||||||||||||||
| East Meadow Plaza | 13,135 | 25,070 | (29 | ) | 13,135 | 25,041 | 38,176 | (380 | ) | 37,796 | — | |||||||||||||||||||||||||
| East Pointe | 1,730 | 7,189 | 2,607 | 1,941 | 9,585 | 11,526 | (7,081 | ) | 4,445 | — | ||||||||||||||||||||||||||
| East San Marco | 4,517 | 13,528 | — | 4,517 | 13,528 | 18,045 | (357 | ) | 17,688 | — | ||||||||||||||||||||||||||
| Eastport | 2,985 | 5,649 | (32 | ) | 2,925 | 5,677 | 8,602 | (282 | ) | 8,320 | — | |||||||||||||||||||||||||
| El Camino Shopping Center | 7,600 | 11,538 | 15,334 | 10,328 | 24,144 | 34,472 | (12,157 | ) | 22,315 | — | ||||||||||||||||||||||||||
| El Cerrito Plaza | 11,025 | 27,371 | 3,570 | 11,025 | 30,941 | 41,966 | (14,632 | ) | 27,334 | — | ||||||||||||||||||||||||||
| El Norte Pkwy Plaza | 2,834 | 7,370 | 3,000 | 3,263 | 9,941 | 13,204 | (6,644 | ) | 6,560 | — | ||||||||||||||||||||||||||
| Encina Grande | 5,040 | 11,572 | 20,175 | 10,518 | 26,269 | 36,787 | (16,314 | ) | 20,473 | — | ||||||||||||||||||||||||||
| Fairfield Center | 6,731 | 29,420 | 1,550 | 6,731 | 30,970 | 37,701 | (8,265 | ) | 29,436 | — | ||||||||||||||||||||||||||
| Falcon Marketplace | 1,340 | 4,168 | 487 | 1,246 | 4,749 | 5,995 | (3,136 | ) | 2,859 | — | ||||||||||||||||||||||||||
| Fellsway Plaza | 30,712 | 7,327 | 9,963 | 34,923 | 13,079 | 48,002 | (8,109 | ) | 39,893 | (35,446 | ) | |||||||||||||||||||||||||
| Fenton Marketplace | 2,298 | 8,510 | (7,934 | ) | 512 | 2,362 | 2,874 | (1,336 | ) | 1,538 | — | |||||||||||||||||||||||||
| Fleming Island | 3,077 | 11,587 | 3,380 | 3,111 | 14,933 | 18,044 | (9,610 | ) | 8,434 | — | ||||||||||||||||||||||||||
| Fountain Square | 29,722 | 29,041 | (183 | ) | 29,784 | 28,796 | 58,580 | (12,810 | ) | 45,770 | — | |||||||||||||||||||||||||
| French Valley Village Center | 11,924 | 16,856 | 554 | 11,822 | 17,512 | 29,334 | (15,494 | ) | 13,840 | — | ||||||||||||||||||||||||||
| Friars Mission Center | 6,660 | 28,021 | 2,541 | 6,660 | 30,562 | 37,222 | (18,551 | ) | 18,671 | — | ||||||||||||||||||||||||||
| Gardens Square | 2,136 | 8,273 | 769 | 2,136 | 9,042 | 11,178 | (5,974 | ) | 5,204 | — | ||||||||||||||||||||||||||
| Gateway Shopping Center | 52,665 | 7,134 | 12,097 | 55,087 | 16,809 | 71,896 | (19,483 | ) | 52,413 | — | ||||||||||||||||||||||||||
| Gelson's Westlake Market Plaza | 3,157 | 11,153 | 5,942 | 4,654 | 15,598 | 20,252 | (9,632 | ) | 10,620 | — | ||||||||||||||||||||||||||
| Glen Oak Plaza | 4,103 | 12,951 | 1,564 | 4,124 | 14,494 | 18,618 | (5,568 | ) | 13,050 | — | ||||||||||||||||||||||||||
| Glengary Shoppes | 9,120 | 11,541 | 1,010 | 9,120 | 12,551 | 21,671 | (3,076 | ) | 18,595 | — | ||||||||||||||||||||||||||
| Glenwood Village | 1,194 | 5,381 | 428 | 1,194 | 5,809 | 7,003 | (4,906 | ) | 2,097 | — | ||||||||||||||||||||||||||
| Golden Hills Plaza | 12,699 | 18,482 | 3,718 | 11,521 | 23,378 | 34,899 | (12,797 | ) | 22,102 | — | ||||||||||||||||||||||||||
| Grand Ridge Plaza | 24,208 | 61,033 | 5,886 | 24,918 | 66,209 | 91,127 | (29,671 | ) | 61,456 | — | ||||||||||||||||||||||||||
| Greenwood Shopping Centre | 7,777 | 24,829 | 975 | 7,777 | 25,804 | 33,581 | (5,936 | ) | 27,645 | — | ||||||||||||||||||||||||||
| Hammocks Town Center | 28,764 | 25,113 | 1,337 | 28,764 | 26,450 | 55,214 | (6,132 | ) | 49,082 | — | ||||||||||||||||||||||||||
| Hancock | 8,232 | 28,260 | (12,901 | ) | 4,692 | 18,899 | 23,591 | (11,890 | ) | 11,701 | — | |||||||||||||||||||||||||
| Harpeth Village Fieldstone | 2,284 | 9,443 | 807 | 2,284 | 10,250 | 12,534 | (6,472 | ) | 6,062 | — |
REGENCY CENTERS CORPORATION AND REGENCY CENTERS, L.P.
Schedule III - Consolidated Real Estate and Accumulated Depreciation
December 31, 2022
(in thousands)
| Hasley Canyon Village | 17,630 | 8,231 | 16 | 17,630 | 8,247 | 25,877 | (540 | ) | 25,337 | (16,000 | ) | |||||||||||||||||||||||||
| Heritage Plaza | 12,390 | 26,097 | 14,665 | 12,215 | 40,937 | 53,152 | (21,674 | ) | 31,478 | — | ||||||||||||||||||||||||||
| Hershey | 7 | 808 | 11 | 7 | 819 | 826 | (567 | ) | 259 | — | ||||||||||||||||||||||||||
| Hewlett Crossing I & II | 11,850 | 18,205 | 821 | 11,850 | 19,026 | 30,876 | (3,166 | ) | 27,710 | (8,879 | ) | |||||||||||||||||||||||||
| Hibernia Pavilion | 4,929 | 5,065 | 239 | 4,929 | 5,304 | 10,233 | (4,242 | ) | 5,991 | — | ||||||||||||||||||||||||||
| Hillcrest Village | 1,600 | 1,909 | 51 | 1,600 | 1,960 | 3,560 | (1,196 | ) | 2,364 | — |
REGENCY CENTERS CORPORATION AND REGENCY CENTERS, L.P.
Schedule III - Consolidated Real Estate and Accumulated Depreciation
December 31, 2022
(in thousands)
REGENCY CENTERS CORPORATION AND REGENCY CENTERS, L.P.
Schedule III - Consolidated Real Estate and Accumulated Depreciation
December 31, 2022
(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 | |||||||||||||||||||||||||||
| Hilltop Village | 2,995 | 4,581 | 4,354 | 3,104 | 8,826 | 11,930 | (4,705 | ) | 7,225 | — | ||||||||||||||||||||||||||
| Hinsdale Lake Commons (fka Hinsdale) | 5,734 | 16,709 | 11,805 | 8,343 | 25,905 | 34,248 | (17,075 | ) | 17,173 | — | ||||||||||||||||||||||||||
| Holly Park | 8,975 | 23,799 | 2,274 | 8,828 | 26,220 | 35,048 | (8,282 | ) | 26,766 | — | ||||||||||||||||||||||||||
| Howell Mill Village | 5,157 | 14,279 | 7,444 | 9,610 | 17,270 | 26,880 | (8,580 | ) | 18,300 | — | ||||||||||||||||||||||||||
| Hyde Park | 9,809 | 39,905 | 7,299 | 9,809 | 47,204 | 57,013 | (30,450 | ) | 26,563 | — | ||||||||||||||||||||||||||
| Indian Springs Center | 24,974 | 25,903 | 1,143 | 25,050 | 26,970 | 52,020 | (8,011 | ) | 44,009 | — | ||||||||||||||||||||||||||
| Indigo Square | 8,087 | 9,849 | (4 | ) | 8,087 | 9,845 | 17,932 | (2,336 | ) | 15,596 | — | |||||||||||||||||||||||||
| Inglewood Plaza | 1,300 | 2,159 | 946 | 1,300 | 3,105 | 4,405 | (1,928 | ) | 2,477 | — | ||||||||||||||||||||||||||
| Island Village | 12,354 | 23,660 | 171 | 12,361 | 23,824 | 36,185 | (724 | ) | 35,461 | — | ||||||||||||||||||||||||||
| Keller Town Center | 2,294 | 12,841 | 816 | 2,404 | 13,547 | 15,951 | (7,842 | ) | 8,109 | — | ||||||||||||||||||||||||||
| Kirkman Shoppes | 9,364 | 26,243 | 693 | 9,367 | 26,933 | 36,300 | (5,742 | ) | 30,558 | — | ||||||||||||||||||||||||||
| Kirkwood Commons | 6,772 | 16,224 | 1,384 | 6,802 | 17,578 | 24,380 | (6,661 | ) | 17,719 | — | ||||||||||||||||||||||||||
| Klahanie Shopping Center | 14,451 | 20,089 | 408 | 14,451 | 20,497 | 34,948 | (4,608 | ) | 30,340 | — | ||||||||||||||||||||||||||
| Kroger New Albany Center | 3,844 | 6,599 | 1,392 | 3,844 | 7,991 | 11,835 | (6,528 | ) | 5,307 | — | ||||||||||||||||||||||||||
| Lake Mary Centre | 24,036 | 57,476 | 2,507 | 24,036 | 59,983 | 84,019 | (14,241 | ) | 69,778 | — | ||||||||||||||||||||||||||
| Lake Pine Plaza | 2,008 | 7,632 | 1,137 | 2,029 | 8,748 | 10,777 | (5,546 | ) | 5,231 | — | ||||||||||||||||||||||||||
| Lebanon/Legacy Center | 3,913 | 7,874 | 1,179 | 3,913 | 9,053 | 12,966 | (6,923 | ) | 6,043 | — | ||||||||||||||||||||||||||
| Littleton Square | 2,030 | 8,859 | (3,527 | ) | 2,433 | 4,929 | 7,362 | (3,197 | ) | 4,165 | — | |||||||||||||||||||||||||
| Lloyd King Center | 1,779 | 10,060 | 1,651 | 1,779 | 11,711 | 13,490 | (7,454 | ) | 6,036 | — | ||||||||||||||||||||||||||
| Lower Nazareth Commons | 15,992 | 12,964 | 4,099 | 16,343 | 16,712 | 33,055 | (13,077 | ) | 19,978 | — | ||||||||||||||||||||||||||
| Mandarin Landing | 7,913 | 27,230 | 671 | 7,913 | 27,901 | 35,814 | (7,095 | ) | 28,719 | — | ||||||||||||||||||||||||||
| Market at Colonnade Center | 6,455 | 9,839 | 184 | 6,160 | 10,318 | 16,478 | (5,678 | ) | 10,800 | — | ||||||||||||||||||||||||||
| Market at Preston Forest | 4,400 | 11,445 | 1,867 | 4,400 | 13,312 | 17,712 | (8,446 | ) | 9,266 | — | ||||||||||||||||||||||||||
| Market at Round Rock | 2,000 | 9,676 | 8,650 | 1,996 | 18,330 | 20,326 | (11,494 | ) | 8,832 | — | ||||||||||||||||||||||||||
| Market at Springwoods Village | 12,592 | 12,781 | 76 | 12,592 | 12,857 | 25,449 | (4,302 | ) | 21,147 | (4,250 | ) | |||||||||||||||||||||||||
| Marketplace at Briargate | 1,706 | 4,885 | 347 | 1,727 | 5,211 | 6,938 | (3,406 | ) | 3,532 | — | ||||||||||||||||||||||||||
| Mellody Farm | 35,628 | 66,847 | (458 | ) | 35,628 | 66,389 | 102,017 | (14,087 | ) | 87,930 | — | |||||||||||||||||||||||||
| Melrose Market | 4,451 | 10,807 | (74 | ) | 4,451 | 10,733 | 15,184 | (1,818 | ) | 13,366 | — | |||||||||||||||||||||||||
| Millhopper Shopping Center | 1,073 | 5,358 | 5,920 | 1,901 | 10,450 | 12,351 | (8,007 | ) | 4,344 | — |
REGENCY CENTERS CORPORATION AND REGENCY CENTERS, L.P.
Schedule III - Consolidated Real Estate and Accumulated Depreciation
December 31, 2022
(in thousands)
| Mockingbird Commons | 3,000 | 10,728 | 3,026 | 3,000 | 13,754 | 16,754 | (8,214 | ) | 8,540 | — | ||||||||||||||||||||||||||
| Monument Jackson Creek | 2,999 | 6,765 | 1,321 | 2,999 | 8,086 | 11,085 | (6,426 | ) | 4,659 | — | ||||||||||||||||||||||||||
| Morningside Plaza | 4,300 | 13,951 | 969 | 4,300 | 14,920 | 19,220 | (9,276 | ) | 9,944 | — | ||||||||||||||||||||||||||
| Murrayhill Marketplace | 2,670 | 18,401 | 14,396 | 2,903 | 32,564 | 35,467 | (18,563 | ) | 16,904 | — | ||||||||||||||||||||||||||
| Naples Walk | 18,173 | 13,554 | 2,264 | 18,173 | 15,818 | 33,991 | (8,109 | ) | 25,882 | — | ||||||||||||||||||||||||||
| Newberry Square | 2,412 | 10,150 | 1,338 | 2,412 | 11,488 | 13,900 | (9,815 | ) | 4,085 | — | ||||||||||||||||||||||||||
| Newland Center | 12,500 | 10,697 | 8,721 | 16,276 | 15,642 | 31,918 | (11,114 | ) | 20,804 | — | ||||||||||||||||||||||||||
| Nocatee Town Center | 10,124 | 8,691 | 8,629 | 11,045 | 16,399 | 27,444 | (9,765 | ) | 17,679 | — | ||||||||||||||||||||||||||
| North Hills | 4,900 | 19,774 | 4,342 | 4,900 | 24,116 | 29,016 | (14,104 | ) | 14,912 | — | ||||||||||||||||||||||||||
| Northgate Marketplace | 5,668 | 13,727 | (51 | ) | 4,995 | 14,349 | 19,344 | (7,629 | ) | 11,715 | — | |||||||||||||||||||||||||
| Northgate Marketplace Ph II | 12,189 | 30,171 | 133 | 12,189 | 30,304 | 42,493 | (9,159 | ) | 33,334 | — | ||||||||||||||||||||||||||
| Northgate Plaza (Maxtown Road) | 1,769 | 6,652 | 4,973 | 2,840 | 10,554 | 13,394 | (6,739 | ) | 6,655 | — |
REGENCY CENTERS CORPORATION AND REGENCY CENTERS, L.P.
Schedule III - Consolidated Real Estate and Accumulated Depreciation
December 31, 2022
(in thousands)
REGENCY CENTERS CORPORATION AND REGENCY CENTERS, L.P.
Schedule III - Consolidated Real Estate and Accumulated Depreciation
December 31, 2022
(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 | |||||||||||||||||||||||||||
| Northgate Square | 5,011 | 8,692 | 1,126 | 5,011 | 9,818 | 14,829 | (5,269 | ) | 9,560 | — | ||||||||||||||||||||||||||
| Northlake Village | 2,662 | 11,284 | 5,433 | 2,662 | 16,717 | 19,379 | (6,970 | ) | 12,409 | — | ||||||||||||||||||||||||||
| Oakshade Town Center | 6,591 | 28,966 | 915 | 6,591 | 29,881 | 36,472 | (12,266 | ) | 24,206 | (4,869 | ) | |||||||||||||||||||||||||
| Oakbrook Plaza | 4,000 | 6,668 | 6,038 | 4,766 | 11,940 | 16,706 | (6,362 | ) | 10,344 | — | ||||||||||||||||||||||||||
| Oakleaf Commons | 3,503 | 11,671 | 1,811 | 3,190 | 13,795 | 16,985 | (8,550 | ) | 8,435 | — | ||||||||||||||||||||||||||
| Ocala Corners | 1,816 | 10,515 | 611 | 1,816 | 11,126 | 12,942 | (5,686 | ) | 7,256 | — | ||||||||||||||||||||||||||
| Old St Augustine Plaza | 2,368 | 11,405 | 13,513 | 3,455 | 23,831 | 27,286 | (11,850 | ) | 15,436 | — | ||||||||||||||||||||||||||
| Pablo Plaza | 11,894 | 21,407 | 11,347 | 14,135 | 30,513 | 44,648 | (7,846 | ) | 36,802 | — | ||||||||||||||||||||||||||
| Paces Ferry Plaza | 2,812 | 12,639 | 20,927 | 13,803 | 22,575 | 36,378 | (13,670 | ) | 22,708 | — | ||||||||||||||||||||||||||
| Panther Creek | 14,414 | 14,748 | 6,002 | 15,212 | 19,952 | 35,164 | (15,633 | ) | 19,531 | — | ||||||||||||||||||||||||||
| Pavillion | 15,626 | 22,124 | 1,079 | 15,626 | 23,203 | 38,829 | (5,971 | ) | 32,858 | — | ||||||||||||||||||||||||||
| Peartree Village | 5,197 | 19,746 | 890 | 5,197 | 20,636 | 25,833 | (14,605 | ) | 11,228 | — | ||||||||||||||||||||||||||
| Persimmon Place | 25,975 | 38,114 | 623 | 26,692 | 38,020 | 64,712 | (15,824 | ) | 48,888 | — | ||||||||||||||||||||||||||
| Pike Creek | 5,153 | 20,652 | 7,238 | 5,850 | 27,193 | 33,043 | (15,288 | ) | 17,755 | — | ||||||||||||||||||||||||||
| Pine Island | 21,086 | 28,123 | 3,778 | 21,086 | 31,901 | 52,987 | (8,835 | ) | 44,152 | — | ||||||||||||||||||||||||||
| Pine Lake Village | 6,300 | 10,991 | 1,835 | 6,300 | 12,826 | 19,126 | (7,989 | ) | 11,137 | — | ||||||||||||||||||||||||||
| Pine Ridge Square | 13,951 | 23,147 | 1,129 | 13,951 | 24,276 | 38,227 | (5,550 | ) | 32,677 | — | ||||||||||||||||||||||||||
| Pine Tree Plaza | 668 | 6,220 | 980 | 668 | 7,200 | 7,868 | (4,385 | ) | 3,483 | — | ||||||||||||||||||||||||||
| Pinecrest Place | 4,193 | 13,275 | (189 | ) | 3,992 | 13,287 | 17,279 | (2,943 | ) | 14,336 | — | |||||||||||||||||||||||||
| Plaza Escuela | 24,829 | 104,395 | 3,446 | 24,829 | 107,841 | 132,670 | (17,147 | ) | 115,523 | — | ||||||||||||||||||||||||||
| Plaza Hermosa | 4,200 | 10,109 | 3,610 | 4,202 | 13,717 | 17,919 | (8,598 | ) | 9,321 | — | ||||||||||||||||||||||||||
| Point 50 | 15,239 | 11,367 | 328 | 14,628 | 12,306 | 26,934 | (1,468 | ) | 25,466 | — | ||||||||||||||||||||||||||
| Point Royale Shopping Center | 18,201 | 14,889 | 6,614 | 19,386 | 20,318 | 39,704 | (6,474 | ) | 33,230 | — | ||||||||||||||||||||||||||
| Post Road Plaza | 15,240 | 5,196 | 176 | 15,240 | 5,372 | 20,612 | (1,204 | ) | 19,408 | — | ||||||||||||||||||||||||||
| Potrero Center | 133,422 | 116,758 | (88,642 | ) | 85,205 | 76,333 | 161,538 | (13,169 | ) | 148,369 | — | |||||||||||||||||||||||||
| Powell Street Plaza | 8,248 | 30,716 | 3,728 | 8,248 | 34,444 | 42,692 | (18,905 | ) | 23,787 | — | ||||||||||||||||||||||||||
| Powers Ferry Square | 3,687 | 17,965 | 10,011 | 5,758 | 25,905 | 31,663 | (21,120 | ) | 10,543 | — | ||||||||||||||||||||||||||
| Powers Ferry Village | 1,191 | 4,672 | 501 | 1,191 | 5,173 | 6,364 | (4,206 | ) | 2,158 | — | ||||||||||||||||||||||||||
| Prairie City Crossing | 4,164 | 13,032 | 504 | 4,164 | 13,536 | 17,700 | (7,411 | ) | 10,289 | — | ||||||||||||||||||||||||||
| Preston Oaks | 763 | 30,438 | (899 | ) | 1,505 | 28,797 | 30,302 | (4,255 | ) | 26,047 | — | |||||||||||||||||||||||||
| Prestonbrook | 7,069 | 8,622 | 1,181 | 7,069 | 9,803 | 16,872 | (7,867 | ) | 9,005 | — | ||||||||||||||||||||||||||
| Prosperity Centre | 11,682 | 26,215 | 765 | 11,681 | 26,981 | 38,662 | (5,582 | ) | 33,080 | — | ||||||||||||||||||||||||||
| Ralphs Circle Center | 20,939 | 6,317 | 147 | 20,939 | 6,464 | 27,403 | (1,784 | ) | 25,619 | — | ||||||||||||||||||||||||||
| Red Bank Village | 10,336 | 9,500 | 1,192 | 9,755 | 11,273 | 21,028 | (4,539 | ) | 16,489 | — | ||||||||||||||||||||||||||
| Regency Commons | 3,917 | 3,616 | 347 | 3,917 | 3,963 | 7,880 | (2,947 | ) | 4,933 | — | ||||||||||||||||||||||||||
| Regency Square | 4,770 | 25,191 | 6,581 | 5,060 | 31,482 | 36,542 | (26,489 | ) | 10,053 | — | ||||||||||||||||||||||||||
| Rivertowns Square | 15,505 | 52,505 | 3,201 | 16,853 | 54,358 | 71,211 | (8,303 | ) | 62,908 | — |
REGENCY CENTERS CORPORATION AND REGENCY CENTERS, L.P.
Schedule III - Consolidated Real Estate and Accumulated Depreciation
December 31, 2022
(in thousands)
| Rona Plaza | 1,500 | 4,917 | 331 | 1,500 | 5,248 | 6,748 | (3,501 | ) | 3,247 | — | ||||||||||||||||||||||||||
| Roosevelt Square | 40,371 | 32,108 | 7,523 | 40,382 | 39,620 | 80,002 | (5,539 | ) | 74,463 | — | ||||||||||||||||||||||||||
| Russell Ridge | 2,234 | 6,903 | 1,503 | 2,234 | 8,406 | 10,640 | (6,019 | ) | 4,621 | — | ||||||||||||||||||||||||||
| Ryanwood Square | 10,581 | 10,044 | 332 | 10,581 | 10,376 | 20,957 | (3,013 | ) | 17,944 | — |
REGENCY CENTERS CORPORATION AND REGENCY CENTERS, L.P.
Schedule III - Consolidated Real Estate and Accumulated Depreciation
December 31, 2022
(in thousands)
REGENCY CENTERS CORPORATION AND REGENCY CENTERS, L.P.
Schedule III - Consolidated Real Estate and Accumulated Depreciation
December 31, 2022
(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 | |||||||||||||||||||||||||||
| Sammamish-Highlands | 9,300 | 8,075 | 8,756 | 9,592 | 16,539 | 26,131 | (11,463 | ) | 14,668 | — | ||||||||||||||||||||||||||
| San Carlos Marketplace | 36,006 | 57,886 | 416 | 36,006 | 58,302 | 94,308 | (10,008 | ) | 84,300 | — | ||||||||||||||||||||||||||
| San Leandro Plaza | 1,300 | 8,226 | 975 | 1,300 | 9,201 | 10,501 | (5,666 | ) | 4,835 | — | ||||||||||||||||||||||||||
| Sandy Springs | 6,889 | 28,056 | 4,352 | 6,889 | 32,408 | 39,297 | (11,213 | ) | 28,084 | — | ||||||||||||||||||||||||||
| Sawgrass Promenade | 10,846 | 12,525 | 666 | 10,846 | 13,191 | 24,037 | (3,334 | ) | 20,703 | — | ||||||||||||||||||||||||||
| Scripps Ranch Marketplace | 59,949 | 26,334 | 881 | 59,949 | 27,215 | 87,164 | (5,065 | ) | 82,099 | — | ||||||||||||||||||||||||||
| Serramonte Center | 390,106 | 172,652 | 91,745 | 416,378 | 238,125 | 654,503 | (64,161 | ) | 590,342 | — | ||||||||||||||||||||||||||
| Shaw's at Plymouth | 3,968 | 8,367 | — | 3,968 | 8,367 | 12,335 | (2,118 | ) | 10,217 | — | ||||||||||||||||||||||||||
| Sheridan Plaza | 82,260 | 97,273 | 15,030 | 83,483 | 111,080 | 194,563 | (21,348 | ) | 173,215 | — | ||||||||||||||||||||||||||
| Sherwood Crossroads | 2,731 | 6,360 | 969 | 2,454 | 7,606 | 10,060 | (4,218 | ) | 5,842 | — | ||||||||||||||||||||||||||
| Shiloh Springs | 5,236 | 11,802 | 340 | 5,236 | 12,142 | 17,378 | (857 | ) | 16,521 | — | ||||||||||||||||||||||||||
| Shoppes @ 104 | 11,193 | — | 2,784 | 7,078 | 6,899 | 13,977 | (3,783 | ) | 10,194 | — | ||||||||||||||||||||||||||
| Shoppes at Homestead | 5,420 | 9,450 | 2,250 | 5,420 | 11,700 | 17,120 | (7,406 | ) | 9,714 | — | ||||||||||||||||||||||||||
| Shoppes at Lago Mar | 8,323 | 11,347 | 205 | 8,323 | 11,552 | 19,875 | (2,952 | ) | 16,923 | — | ||||||||||||||||||||||||||
| Shoppes at Sunlake Centre | 16,643 | 15,091 | 3,049 | 17,247 | 17,536 | 34,783 | (4,826 | ) | 29,957 | — | ||||||||||||||||||||||||||
| Shoppes of Grande Oak | 5,091 | 5,985 | 714 | 5,091 | 6,699 | 11,790 | (5,849 | ) | 5,941 | — | ||||||||||||||||||||||||||
| Shoppes of Jonathan's Landing | 4,474 | 5,628 | 452 | 4,474 | 6,080 | 10,554 | (1,464 | ) | 9,090 | — | ||||||||||||||||||||||||||
| Shoppes of Oakbrook | 20,538 | 42,992 | 336 | 20,538 | 43,328 | 63,866 | (8,722 | ) | 55,144 | (410 | ) | |||||||||||||||||||||||||
| Shoppes of Silver Lakes | 17,529 | 21,829 | 1,203 | 17,529 | 23,032 | 40,561 | (5,645 | ) | 34,916 | — | ||||||||||||||||||||||||||
| Shoppes of Sunset | 2,860 | 1,316 | 595 | 2,860 | 1,911 | 4,771 | (375 | ) | 4,396 | — | ||||||||||||||||||||||||||
| Shoppes of Sunset II | 2,834 | 715 | 556 | 2,834 | 1,271 | 4,105 | (296 | ) | 3,809 | — | ||||||||||||||||||||||||||
| Shops at County Center | 9,957 | 11,296 | 2,057 | 9,973 | 13,337 | 23,310 | (11,645 | ) | 11,665 | — | ||||||||||||||||||||||||||
| Shops at Erwin Mill | 9,082 | 6,124 | 540 | 9,087 | 6,659 | 15,746 | (3,940 | ) | 11,806 | (10,000 | ) | |||||||||||||||||||||||||
| Shops at John's Creek | 1,863 | 2,014 | (84 | ) | 1,501 | 2,292 | 3,793 | (1,617 | ) | 2,176 | — | |||||||||||||||||||||||||
| Shops at Mira Vista | 11,691 | 9,026 | 299 | 11,691 | 9,325 | 21,016 | (3,171 | ) | 17,845 | (179 | ) | |||||||||||||||||||||||||
| Shops at Quail Creek | 1,487 | 7,717 | 1,351 | 1,448 | 9,107 | 10,555 | (4,799 | ) | 5,756 | — | ||||||||||||||||||||||||||
| Shops at Saugus | 19,201 | 17,984 | 375 | 18,811 | 18,749 | 37,560 | (13,100 | ) | 24,460 | — | ||||||||||||||||||||||||||
| Shops at Skylake | 84,586 | 39,342 | 2,221 | 85,117 | 41,032 | 126,149 | (10,755 | ) | 115,394 | — |
REGENCY CENTERS CORPORATION AND REGENCY CENTERS, L.P.
Schedule III - Consolidated Real Estate and Accumulated Depreciation
December 31, 2022
(in thousands)
| Shops at The Columbia | 3,117 | 8,869 | — | 3,117 | 8,869 | 11,986 | (293 | ) | 11,693 | — | ||||||||||||||||||||||||||
| Shops on Main | 17,020 | 27,055 | 16,180 | 18,534 | 41,721 | 60,255 | (16,276 | ) | 43,979 | — | ||||||||||||||||||||||||||
| Sope Creek Crossing | 2,985 | 12,001 | 3,477 | 3,332 | 15,131 | 18,463 | (10,243 | ) | 8,220 | — | ||||||||||||||||||||||||||
| South Beach Regional | 28,188 | 53,405 | 1,296 | 28,188 | 54,701 | 82,889 | (12,254 | ) | 70,635 | — | ||||||||||||||||||||||||||
| South Point | 6,563 | 7,939 | 368 | 6,563 | 8,307 | 14,870 | (2,063 | ) | 12,807 | — | ||||||||||||||||||||||||||
| Southbury Green | 26,661 | 34,325 | 6,603 | 29,743 | 37,846 | 67,589 | (8,206 | ) | 59,383 | — | ||||||||||||||||||||||||||
| Southcenter | 1,300 | 12,750 | 2,300 | 1,300 | 15,050 | 16,350 | (9,452 | ) | 6,898 | — | ||||||||||||||||||||||||||
| Southpark at Cinco Ranch | 18,395 | 11,306 | 7,482 | 21,438 | 15,745 | 37,183 | (9,122 | ) | 28,061 | — | ||||||||||||||||||||||||||
| SouthPoint Crossing | 4,412 | 12,235 | 1,416 | 4,382 | 13,681 | 18,063 | (8,443 | ) | 9,620 | — | ||||||||||||||||||||||||||
| Starke | 71 | 1,683 | 12 | 71 | 1,695 | 1,766 | (943 | ) | 823 | — | ||||||||||||||||||||||||||
| Star's at Cambridge | 31,082 | 13,520 | (1 | ) | 31,082 | 13,519 | 44,601 | (2,925 | ) | 41,676 | — | |||||||||||||||||||||||||
| Star's at Quincy | 27,003 | 9,425 | 1 | 27,003 | 9,426 | 36,429 | (2,638 | ) | 33,791 | — | ||||||||||||||||||||||||||
| Star's at West Roxbury | 21,973 | 13,386 | 76 | 21,973 | 13,462 | 35,435 | (2,884 | ) | 32,551 | — |
REGENCY CENTERS CORPORATION AND REGENCY CENTERS, L.P.
Schedule III - Consolidated Real Estate and Accumulated Depreciation
December 31, 2022
(in thousands)
REGENCY CENTERS CORPORATION AND REGENCY CENTERS, L.P.
Schedule III - Consolidated Real Estate and Accumulated Depreciation
December 31, 2022
(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 | |||||||||||||||||||||||||||
| Sterling Ridge | 12,846 | 12,162 | 1,546 | 12,846 | 13,708 | 26,554 | (11,002 | ) | 15,552 | — | ||||||||||||||||||||||||||
| Stroh Ranch | 4,280 | 8,189 | 1,108 | 4,280 | 9,297 | 13,577 | (7,277 | ) | 6,300 | — | ||||||||||||||||||||||||||
| Suncoast Crossing | 9,030 | 10,764 | 4,533 | 13,374 | 10,953 | 24,327 | (9,079 | ) | 15,248 | — | ||||||||||||||||||||||||||
| Talega Village Center | 22,415 | 12,054 | 80 | 22,415 | 12,134 | 34,549 | (2,539 | ) | 32,010 | — | ||||||||||||||||||||||||||
| Tamarac Town Square | 12,584 | 9,221 | 1,407 | 12,584 | 10,628 | 23,212 | (2,738 | ) | 20,474 | — | ||||||||||||||||||||||||||
| Tanasbourne Market | 3,269 | 10,861 | (294 | ) | 3,149 | 10,687 | 13,836 | (6,776 | ) | 7,060 | — | |||||||||||||||||||||||||
| Tassajara Crossing | 8,560 | 15,464 | 2,416 | 8,560 | 17,880 | 26,440 | (10,680 | ) | 15,760 | — | ||||||||||||||||||||||||||
| Tech Ridge Center | 12,945 | 37,169 | 4,099 | 13,589 | 40,624 | 54,213 | (18,146 | ) | 36,067 | (715 | ) | |||||||||||||||||||||||||
| The Abbot | 72,910 | 6,086 | 47,165 | 79,187 | 46,974 | 126,161 | (867 | ) | 125,294 | — | ||||||||||||||||||||||||||
| The Crossing Clarendon | 154,932 | 126,328 | 34,127 | 157,814 | 157,573 | 315,387 | (26,426 | ) | 288,961 | — | ||||||||||||||||||||||||||
| The Field at Commonwealth | 30,955 | 18,242 | 5 | 30,956 | 18,246 | 49,202 | (7,338 | ) | 41,864 | — | ||||||||||||||||||||||||||
| The Gallery at Westbury Plaza | 108,653 | 216,771 | 3,903 | 108,653 | 220,674 | 329,327 | (41,384 | ) | 287,943 | — | ||||||||||||||||||||||||||
| The Hub Hillcrest Market | 18,773 | 61,906 | 6,531 | 19,611 | 67,599 | 87,210 | (20,874 | ) | 66,336 | — | ||||||||||||||||||||||||||
| The Marketplace | 10,927 | 36,052 | 957 | 10,927 | 37,009 | 47,936 | (7,104 | ) | 40,832 | — | ||||||||||||||||||||||||||
| The Plaza at St. Lucie West | 1,718 | 6,204 | 26 | 1,718 | 6,230 | 7,948 | (1,303 | ) | 6,645 | — | ||||||||||||||||||||||||||
| The Point at Garden City Park | 741 | 9,764 | 5,871 | 2,559 | 13,817 | 16,376 | (4,474 | ) | 11,902 | — | ||||||||||||||||||||||||||
| The Pruneyard | 112,136 | 86,918 | 2,162 | 112,136 | 89,080 | 201,216 | (11,275 | ) | 189,941 | (2,200 | ) | |||||||||||||||||||||||||
| The Shops at Hampton Oaks | 843 | 372 | 120 | 737 | 598 | 1,335 | (183 | ) | 1,152 | — | ||||||||||||||||||||||||||
| The Village at Hunter's Lake | 9,735 | 12,923 | 16 | 9,735 | 12,939 | 22,674 | (2,079 | ) | 20,595 | — | ||||||||||||||||||||||||||
| The Village at Riverstone | 17,179 | 13,013 | (73 | ) | 17,179 | 12,940 | 30,119 | (3,118 | ) | 27,001 | — | |||||||||||||||||||||||||
| Town and Country | 4,664 | 5,207 | 22 | 4,664 | 5,229 | 9,893 | (1,836 | ) | 8,057 | — | ||||||||||||||||||||||||||
| Town Square | 883 | 8,132 | 270 | 883 | 8,402 | 9,285 | (5,386 | ) | 3,899 | — | ||||||||||||||||||||||||||
| Treasure Coast Plaza | 7,553 | 21,554 | 1,127 | 7,553 | 22,681 | 30,234 | (5,120 | ) | 25,114 | (1,166 | ) | |||||||||||||||||||||||||
| Tustin Legacy | 13,829 | 23,922 | (3 | ) | 13,828 | 23,920 | 37,748 | (6,190 | ) | 31,558 | — | |||||||||||||||||||||||||
| Twin City Plaza | 17,245 | 44,225 | 2,612 | 17,263 | 46,819 | 64,082 | (21,174 | ) | 42,908 | — | ||||||||||||||||||||||||||
| Twin Peaks | 5,200 | 25,827 | 9,483 | 6,557 | 33,953 | 40,510 | (17,764 | ) | 22,746 | — | ||||||||||||||||||||||||||
| Unigold Shopping Center | 5,490 | 5,144 | 6,637 | 5,561 | 11,710 | 17,271 | (4,807 | ) | 12,464 | — | ||||||||||||||||||||||||||
| University Commons | 4,070 | 30,785 | 588 | 4,070 | 31,373 | 35,443 | (9,142 | ) | 26,301 | — |
REGENCY CENTERS CORPORATION AND REGENCY CENTERS, L.P.
Schedule III - Consolidated Real Estate and Accumulated Depreciation
December 31, 2022
(in thousands)
| Valencia Crossroads | 17,921 | 17,659 | 1,178 | 17,921 | 18,837 | 36,758 | (17,231 | ) | 19,527 | — | ||||||||||||||||||||||||||
| Valley Stream | 13,297 | 16,241 | 573 | 13,887 | 16,224 | 30,111 | (713 | ) | 29,398 | — | ||||||||||||||||||||||||||
| Village at La Floresta | 13,140 | 20,559 | (303 | ) | 13,156 | 20,240 | 33,396 | (7,629 | ) | 25,767 | — | |||||||||||||||||||||||||
| Village at Lee Airpark | 11,099 | 12,975 | 3,532 | 11,803 | 15,803 | 27,606 | (13,669 | ) | 13,937 | — | ||||||||||||||||||||||||||
| Village Center | 3,885 | 14,131 | 9,610 | 5,480 | 22,146 | 27,626 | (12,613 | ) | 15,013 | — | ||||||||||||||||||||||||||
| Von's Circle Center | 49,037 | 22,618 | 895 | 49,037 | 23,513 | 72,550 | (5,236 | ) | 67,314 | (5,031 | ) | |||||||||||||||||||||||||
| Wading River | 14,969 | 18,641 | (260 | ) | 14,915 | 18,435 | 33,350 | (718 | ) | 32,632 | — | |||||||||||||||||||||||||
| Walker Center | 3,840 | 7,232 | 4,039 | 3,878 | 11,233 | 15,111 | (8,273 | ) | 6,838 | — | ||||||||||||||||||||||||||
| Walmart Norwalk | 20,394 | 21,261 | 9 | 20,394 | 21,270 | 41,664 | (5,443 | ) | 36,221 | — | ||||||||||||||||||||||||||
| Waterstone Plaza | 5,498 | 13,500 | 62 | 5,498 | 13,562 | 19,060 | (3,040 | ) | 16,020 | — | ||||||||||||||||||||||||||
| Welleby Plaza | 1,496 | 7,787 | 2,140 | 1,496 | 9,927 | 11,423 | (8,702 | ) | 2,721 | — | ||||||||||||||||||||||||||
| Wellington Town Square | 2,041 | 12,131 | 2,707 | 2,600 | 14,279 | 16,879 | (7,451 | ) | 9,428 | — | ||||||||||||||||||||||||||
| West Bird Plaza | 12,934 | 18,594 | 331 | 15,386 | 16,473 | 31,859 | (2,950 | ) | 28,909 | — |
REGENCY CENTERS CORPORATION AND REGENCY CENTERS, L.P.
Schedule III - Consolidated Real Estate and Accumulated Depreciation
December 31, 2022
(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 | |||||||||||||||||||||||||||
| West Chester Plaza | 1,857 | 7,572 | 678 | 1,857 | 8,250 | 10,107 | (6,706 | ) | 3,401 | — | ||||||||||||||||||||||||||
| West Lake Shopping Center | 10,561 | 9,792 | 239 | 10,561 | 10,031 | 20,592 | (2,773 | ) | 17,819 | — | ||||||||||||||||||||||||||
| West Park Plaza | 5,840 | 5,759 | 2,892 | 5,840 | 8,651 | 14,491 | (5,236 | ) | 9,255 | — | ||||||||||||||||||||||||||
| Westbard Square | 127,859 | 21,514 | (18,733 | ) | 117,732 | 12,908 | 130,640 | (11,941 | ) | 118,699 | — | |||||||||||||||||||||||||
| Westbury Plaza | 116,129 | 51,460 | 6,005 | 117,559 | 56,035 | 173,594 | (12,517 | ) | 161,077 | (88,000 | ) | |||||||||||||||||||||||||
| Westchase | 5,302 | 8,273 | 1,127 | 5,302 | 9,400 | 14,702 | (4,675 | ) | 10,027 | — | ||||||||||||||||||||||||||
| Westchester Commons | 3,366 | 11,751 | 11,062 | 4,894 | 21,285 | 26,179 | (10,450 | ) | 15,729 | — | ||||||||||||||||||||||||||
| Westlake Village Plaza and Center | 7,043 | 27,195 | 30,533 | 17,620 | 47,151 | 64,771 | (33,500 | ) | 31,271 | — | ||||||||||||||||||||||||||
| Westport Plaza | 9,035 | 7,455 | (40 | ) | 9,035 | 7,415 | 16,450 | (1,947 | ) | 14,503 | (1,457 | ) | ||||||||||||||||||||||||
| Westport Row | 43,597 | 16,428 | 6,349 | 45,260 | 21,114 | 66,374 | (5,505 | ) | 60,869 | — | ||||||||||||||||||||||||||
| Westwood Village | 19,933 | 25,301 | (1,626 | ) | 18,979 | 24,629 | 43,608 | (17,551 | ) | 26,057 | — | |||||||||||||||||||||||||
| Willa Springs | 13,322 | 15,314 | 177 | 13,322 | 15,491 | 28,813 | (809 | ) | 28,004 | (16,700 | ) | |||||||||||||||||||||||||
| Williamsburg at Dunwoody | 7,435 | 3,721 | 974 | 7,444 | 4,686 | 12,130 | (1,506 | ) | 10,624 | — | ||||||||||||||||||||||||||
| Willow Festival | 1,954 | 56,501 | 3,478 | 1,976 | 59,957 | 61,933 | (21,751 | ) | 40,182 | — | ||||||||||||||||||||||||||
| Willow Oaks | 6,664 | 7,908 | (343 | ) | 6,294 | 7,935 | 14,229 | (3,518 | ) | 10,711 | — | |||||||||||||||||||||||||
| Willows Shopping Center | 51,964 | 78,029 | 2,358 | 51,992 | 80,359 | 132,351 | (15,214 | ) | 117,137 | — | ||||||||||||||||||||||||||
| Woodcroft Shopping Center | 1,419 | 6,284 | 1,617 | 1,421 | 7,899 | 9,320 | (5,547 | ) | 3,773 | — | ||||||||||||||||||||||||||
| Woodman Van Nuys | 5,500 | 7,195 | 383 | 5,500 | 7,578 | 13,078 | (4,628 | ) | 8,450 | — | ||||||||||||||||||||||||||
| Woodmen Plaza | 7,621 | 11,018 | 1,330 | 7,621 | 12,348 | 19,969 | (12,043 | ) | 7,926 | — | ||||||||||||||||||||||||||
| Woodside Central | 3,500 | 9,288 | 691 | 3,489 | 9,990 | 13,479 | (6,203 | ) | 7,276 | — | ||||||||||||||||||||||||||
| Corporate Assets | — | — | 1,325 | — | 1,325 | 1,325 | (1,325 | ) | — | — | ||||||||||||||||||||||||||
| Land held for future development | 11,349 | — | (4,615 | ) | 6,734 | — | 6,734 | — | 6,734 | — | ||||||||||||||||||||||||||
| Construction in progress | — | — | 133,433 | — | 133,433 | 133,433 | — | 133,433 | — | |||||||||||||||||||||||||||
| $ | 5,041,114 | 5,911,477 | 905,473 | 5,087,104 | 6,770,960 | 11,858,064 | (2,415,860 | ) | 9,442,204 | (473,849 | ) |
(1)
See "Item 2 - Properties" of this Report, 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, 2022
(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 $9.7 billion at December 31, 2022.
The changes in total real estate assets for the years ended December 31, 2022, 2021, and 2020 are as follows:
| (in thousands) | 2022 | 2021 | 2020 | |||||||||
| Beginning balance | $ | 11,495,581 | 11,101,858 | 11,095,294 | ||||||||
| Acquired properties and land | 224,653 | 479,708 | 39,087 | |||||||||
| Developments and improvements | 171,629 | 172,012 | 154,657 | |||||||||
| Disposal of building and tenant improvements | (29,523 | ) | (10,898 | ) | (35,034 | ) | ||||||
| Sale of properties | (4,276 | ) | (107,090 | ) | (95,780 | ) | ||||||
| Properties held for sale | — | (50,873 | ) | (38,122 | ) | |||||||
| Provision for impairment | — | (89,136 | ) | (18,244 | ) | |||||||
| Ending balance | $ | 11,858,064 | 11,495,581 | 11,101,858 |
The changes in accumulated depreciation for the years ended December 31, 2022, 2021, and 2020 are as follows:
| (in thousands) | 2022 | 2021 | 2020 | |||||||||
| Beginning balance | $ | 2,174,963 | 1,994,108 | 1,766,162 | ||||||||
| Depreciation expense | 270,520 | 253,437 | 278,861 | |||||||||
| Disposal of building and tenant improvements | (29,523 | ) | (10,898 | ) | (35,034 | ) | ||||||
| Sale of properties | (100 | ) | (28,715 | ) | (10,812 | ) | ||||||
| Accumulated depreciation related to properties held for sale | — | (28,110 | ) | (4,357 | ) | |||||||
| Provision for impairment | — | (4,859 | ) | (712 | ) | |||||||
| Ending balance | $ | 2,415,860 | 2,174,963 | 1,994,108 |
See accompanying report of independent registered public accounting firm.
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