filings.toolsItem 8. Consolidated Financial Statements and Supplementary Data
323K characters. Original on sec.gov · Markdown
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 Shareholders 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, 2023 and 2022, 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, 2023, 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, 2023 and 2022, and the results of its operations and its cash flows for each of the years in the three-year period ended December 31, 2023, 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, 2023, 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 16, 2024 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 matters communicated below are matters arising from the current period audit of the consolidated financial statements that were communicated or required to be communicated to the audit committee and that: (1) relate 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 critical audit matters 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 matters below, providing separate opinions on the critical audit matters or on the accounts or disclosures to which they relate.
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 $10.8 billion as of December 31, 2023. 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.
Acquisition of Urstadt Biddle Properties, Inc.
As discussed in Note 1 and 2 to the consolidated financial statements, the Company acquired Urstadt Biddle Properties, Inc. (UBP) for $1.1 billion on August 18, 2023, and the acquisition was accounted for as an asset acquisition. In asset acquisitions, the Company measures the real estate assets acquired based on their total cost of the acquisition and the total cost is allocated to the real estate properties acquired and related lease intangibles on a relative fair value basis. The fair value of the real estate properties acquired is based on a valuation utilizing an income approach methodology, primarily by applying a market-specific capitalization rate to the estimated stabilized net operating income of the individual real estate properties. The fair value of land acquired is generally based on a valuation utilizing a market approach methodology that identifies comparable land sales.
We identified the evaluation of the fair value measurement of certain real estate properties acquired, including the fair value measurement of certain land acquired, in the UBP acquisition as a critical audit matter. Specifically, subjective auditor judgment and specialized skills and knowledge were required to evaluate the capitalization rates used to measure the fair value of certain real estate properties acquired and to assess the comparable land sales used to measure the fair value of certain land acquired.
The following are the primary procedures we performed to address this critical audit matter. We evaluated the design and tested the operating effectiveness of certain internal controls over the Company’s fair value measurement process for the real estate properties acquired. This included controls over the capitalization rates used to measure the fair value of certain real estate properties acquired and the comparable land sales used to measure the fair value of certain land acquired. For certain real estate properties and land acquired we involved valuation professionals with specialized skills and knowledge, who assisted in:
comparing the Company’s capitalization rate assumptions used in the measurement of the fair value of real estate properties acquired to available comparable market information and industry research publications.
evaluating the identified comparable land sales used in the measurement of the fair value of land acquired by comparing to available market information related to land sales.
/s/ KPMG LLP
We have served as the Company's auditor since 1993.
Jacksonville, Florida
February 16, 2024
Report of Independent Registered Public Accounting Firm
To the Shareholders 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, 2023, 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, 2023, 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, 2023 and 2022, 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, 2023, 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 16, 2024 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 16, 2024
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, 2023 and 2022, 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, 2023, 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, 2023 and 2022, and the results of its operations and its cash flows for each of the years in the three-year period ended December 31, 2023, 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, 2023, 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 16, 2024 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 matters communicated below are matters arising from the current period audit of the consolidated financial statements that were communicated or required to be communicated to the audit committee and that: (1) relate 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 critical audit matters 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 matters below, providing separate opinions on the critical audit matters or on the accounts or disclosures to which they relate.
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 $10.8 billion as of December 31, 2023. 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 holding 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.
Acquisition of Urstadt Biddle Properties, Inc.
As discussed in Note 1 and 2 to the consolidated financial statements, the Partnership acquired Urstadt Biddle Properties, Inc. (UBP) for $1.1 billion on August 18, 2023, and the acquisition was accounted for as an asset acquisition. In asset acquisitions, the Partnership measures the real estate assets acquired based on their total cost of the acquisition and the total cost is allocated to the real estate properties acquired and related lease intangibles on a relative fair value basis. The fair value of the real estate properties acquired is based on a valuation utilizing an income approach methodology, primarily by applying a market-specific capitalization rate to the estimated stabilized net operating income of the individual real estate properties. The fair value of land acquired is generally based on a valuation utilizing a market approach methodology that identifies comparable land sales.
We identified the evaluation of the fair value measurement of certain real estate properties acquired, including the fair value measurement of certain land acquired, in the UBP acquisition as a critical audit matter. Specifically, subjective auditor judgment and specialized skills and knowledge were required to evaluate the capitalization rates used to measure the fair value of certain real estate properties acquired and to assess the comparable land sales used to measure the fair value of certain land acquired.
The following are the primary procedures we performed to address this critical audit matter. We evaluated the design and tested the operating effectiveness of certain internal controls over the Partnership's fair value measurement process for the real estate properties acquired. This included controls over the capitalization rates used to measure the fair value of certain real estate properties acquired and the comparable land sales used to measure the fair value of certain land acquired. For certain real estate properties and land acquired we involved valuation professionals with specialized skills and knowledge, who assisted in:
comparing the Partnership's capitalization rate assumptions used in the measurement of the fair value of real estate properties acquired to available comparable market information and industry research publications.
evaluating the identified comparable land sales used in the measurement of the fair value of land acquired by comparing to available market information related to land sales.
/s/ KPMG LLP
We have served as the Partnership's auditor since 1998.
Jacksonville, Florida
February 16, 2024
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, 2023, 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, 2023, 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, 2023 and 2022, 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, 2023, 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 16, 2024 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 16, 2024
RE****GENCY CENTERS CORPORATION
Consolidated Balance Sheets
December 31, 2023 and 2022
(in thousands, except share data)
| 2023 | 2022 | |||||||
| Assets | ||||||||
| Net real estate investments: | ||||||||
| Real estate assets, at cost (note 1) | $ | 13,454,391 | 11,858,064 | |||||
| Less: accumulated depreciation | 2,691,386 | 2,415,860 | ||||||
| Real estate assets, net | 10,763,005 | 9,442,204 | ||||||
| Investments in sales-type lease, net | 8,705 | — | ||||||
| Investments in real estate partnerships (note 4) | 370,605 | 350,377 | ||||||
| Net real estate investments | 11,142,315 | 9,792,581 | ||||||
| Properties held for sale | 18,878 | — | ||||||
| Cash, cash equivalents, and restricted cash, including $6,383 and $2,310 of restricted cash at December 31, 2023 and 2022, respectively (note 1) | 91,354 | 68,776 | ||||||
| Tenant and other receivables (note 1) | 206,162 | 188,863 | ||||||
| Deferred leasing costs, less accumulated amortization of $124,107 and $117,137 at December 31, 2023 and 2022, respectively | 73,398 | 68,945 | ||||||
| Acquired lease intangible assets, less accumulated amortization of $364,413 and $338,053 at December 31, 2023 and 2022, respectively (note 6) | 283,375 | 197,745 | ||||||
| Right of use assets, net | 328,002 | 275,513 | ||||||
| Other assets (note 5) | 283,429 | 267,797 | ||||||
| Total assets | $ | 12,426,913 | 10,860,220 | |||||
| Liabilities and Equity | ||||||||
| Liabilities: | ||||||||
| Notes payable, net (note 9) | $ | 4,001,949 | 3,726,754 | |||||
| Unsecured credit facility (note 9) | 152,000 | — | ||||||
| Accounts payable and other liabilities | 358,612 | 317,259 | ||||||
| Acquired lease intangible liabilities, less accumulated amortization of $211,067 and $193,315 at December 31, 2023 and 2022, respectively (note 6) | 398,302 | 354,204 | ||||||
| Lease liabilities | 246,063 | 213,722 | ||||||
| Tenants’ security, escrow deposits and prepaid rent | 78,052 | 70,242 | ||||||
| Total liabilities | 5,234,978 | 4,682,181 | ||||||
| Equity: | ||||||||
| Shareholders’ equity (note 12): | ||||||||
| Preferred stock $0.01 par value per share, 30,000,000 shares authorized; 9,000,000 shares issued, in the aggregate, in Series A and Series B at December 31, 2023 with liquidation preferences of $25 per share and no shares authorized or issued at December 31, 2022 | 225,000 | — | ||||||
| Common stock $0.01 par value per share, 220,000,000 shares authorized; 184,581,070 and 171,124,593 shares issued at December 31, 2023 and 2022, respectively | 1,846 | 1,711 | ||||||
| Treasury stock at cost, 448,140 and 465,415 shares held at December 31, 2023 and 2022, respectively | (25,488 | ) | (24,461 | ) | ||||
| Additional paid-in-capital | 8,704,240 | 7,877,152 | ||||||
| Accumulated other comprehensive (loss) income | (1,308 | ) | 7,560 | |||||
| Distributions in excess of net income | (1,871,603 | ) | (1,764,977 | ) | ||||
| Total shareholders’ equity | 7,032,687 | 6,096,985 | ||||||
| Noncontrolling interests (note 12): | ||||||||
| Exchangeable operating partnership units, aggregate redemption value of $74,199 and $46,340 at December 31, 2023 and 2022, respectively | 42,195 | 34,489 | ||||||
| Limited partners’ interests in consolidated partnerships (note 1) | 117,053 | 46,565 | ||||||
| Total noncontrolling interests | 159,248 | 81,054 | ||||||
| Total equity | 7,191,935 | 6,178,039 | ||||||
| Total liabilities and equity | $ | 12,426,913 | 10,860,220 |
See accompanying notes to consolidated financial statements.
RE****GENCY CENTERS CORPORATION
Consolidated Statements of Operations
For the years ended December 31, 2023, 2022, and 2021
(in thousands, except per share data)
| 2023 | 2022 | 2021 | ||||||||||
| Revenues: | ||||||||||||
| Lease income | $ | 1,283,939 | 1,187,452 | 1,113,368 | ||||||||
| Other property income | 11,573 | 10,719 | 12,456 | |||||||||
| Management, transaction, and other fees | 26,954 | 25,851 | 40,337 | |||||||||
| Total revenues | 1,322,466 | 1,224,022 | 1,166,161 | |||||||||
| Operating expenses: | ||||||||||||
| Depreciation and amortization | 352,282 | 319,697 | 303,331 | |||||||||
| Property operating expense | 229,209 | 196,148 | 184,553 | |||||||||
| Real estate taxes | 165,560 | 149,795 | 142,129 | |||||||||
| General and administrative | 97,806 | 79,903 | 78,218 | |||||||||
| Other operating expenses | 9,459 | 6,166 | 5,751 | |||||||||
| Total operating expenses | 854,316 | 751,709 | 713,982 | |||||||||
| Other expense (income): | ||||||||||||
| Interest expense, net | 154,249 | 146,186 | 145,170 | |||||||||
| Provision for impairment of real estate | — | — | 84,389 | |||||||||
| Gain on sale of real estate, net of tax | (661 | ) | (109,005 | ) | (91,119 | ) | ||||||
| Early extinguishment of debt | (99 | ) | — | — | ||||||||
| Net investment (income) loss | (5,665 | ) | 6,921 | (5,463 | ) | |||||||
| Total other expense | 147,824 | 44,102 | 132,977 | |||||||||
| Income from operations before equity in income of investments in real estate partnerships | 320,326 | 428,211 | 319,202 | |||||||||
| Equity in income of investments in real estate partnerships (note 4) | 50,541 | 59,824 | 47,086 | |||||||||
| Net income | 370,867 | 488,035 | 366,288 | |||||||||
| Noncontrolling interests: | ||||||||||||
| Exchangeable operating partnership units | (2,008 | ) | (2,105 | ) | (1,615 | ) | ||||||
| Limited partners’ interests in consolidated partnerships | (4,302 | ) | (3,065 | ) | (3,262 | ) | ||||||
| Income attributable to noncontrolling interests | (6,310 | ) | (5,170 | ) | (4,877 | ) | ||||||
| Net income attributable to the Company | 364,557 | 482,865 | 361,411 | |||||||||
| Preferred stock dividends | (5,057 | ) | — | — | ||||||||
| Net income attributable to common shareholders | $ | 359,500 | 482,865 | 361,411 | ||||||||
| Income per common share - basic (note 15) | $ | 2.04 | 2.82 | 2.12 | ||||||||
| Income per common share - diluted (note 15) | $ | 2.04 | 2.81 | 2.12 |
See accompanying notes to consolidated financial statements.
REG****ENCY CENTERS CORPORATION
Consolidated Statements of Comprehensive Income
For the years ended December 31, 2023, 2022, and 2021
(in thousands)
| 2023 | 2022 | 2021 | ||||||||||
| Net income | $ | 370,867 | 488,035 | 366,288 | ||||||||
| Other comprehensive income: | ||||||||||||
| Effective portion of change in fair value of derivative instruments: | ||||||||||||
| Effective portion of change in fair value of derivative instruments | (2,448 | ) | 20,061 | 5,391 | ||||||||
| Reclassification adjustment of derivative instruments included in net income | (7,536 | ) | 833 | 4,141 | ||||||||
| Unrealized gain (loss) on available-for-sale debt securities | 337 | (1,309 | ) | (405 | ) | |||||||
| Other comprehensive (loss) income | (9,647 | ) | 19,585 | 9,127 | ||||||||
| Comprehensive income | 361,220 | 507,620 | 375,415 | |||||||||
| Less: comprehensive income attributable to noncontrolling interests: | ||||||||||||
| Net income attributable to noncontrolling interests | 6,310 | 5,170 | 4,877 | |||||||||
| Other comprehensive (loss) income attributable to noncontrolling interests | (779 | ) | 1,798 | 729 | ||||||||
| Comprehensive income attributable to noncontrolling interests | 5,531 | 6,968 | 5,606 | |||||||||
| Comprehensive income attributable to the Company | $ | 355,689 | 500,652 | 369,809 |
See accompanying notes to consolidated financial statements.
REG****ENCY CENTERS CORPORATION
Consolidated Statements of Equity
For the years ended December 31, 2023, 2022, and 2021
(in thousands, except per share data)
| Shareholders' Equity | Noncontrolling Interests | |||||||||||||||||||||||||||||||||||||||||||
| Preferred Stock | Common Stock | Treasury Stock | Additional Paid In Capital | Accumulated Other Comprehensive Loss | Distributions in Excess of Net Income | Total Shareholders’ Equity | Exchangeable Operating Partnership Units | Limited Partners’ Interest in Consolidated Partnerships | Total Noncontrolling Interests | Total Equity | ||||||||||||||||||||||||||||||||||
| Balance at December 31, 2020 | $ | — | 1,697 | **(**24,436 | ) | 7,792,082 | **(**18,625 | ) | **(**1,765,806 | ) | 5,984,912 | 35,727 | 37,508 | 73,235 | 6,058,147 | |||||||||||||||||||||||||||||
| Net income | — | — | — | — | — | 361,411 | 361,411 | 1,615 | 3,262 | 4,877 | 366,288 | |||||||||||||||||||||||||||||||||
| Other comprehensive income | ||||||||||||||||||||||||||||||||||||||||||||
| Other comprehensive income before reclassification | — | — | — | — | 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 | |||||||||||||||||||||||||||||
| Net income | — | — | — | — | — | 482,865 | 482,865 | 2,105 | 3,065 | 5,170 | 488,035 | |||||||||||||||||||||||||||||||||
| Other comprehensive income | ||||||||||||||||||||||||||||||||||||||||||||
| Other comprehensive income before reclassification | — | — | — | — | 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 interests, 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 |
| Shareholders' Equity | Noncontrolling Interests | |||||||||||||||||||||||||||||||||||||||||||
| Preferred Stock | Common Stock | Treasury Stock | Additional Paid In Capital | Accumulated Other Comprehensive Loss | Distributions in Excess of Net Income | Total Shareholders’ Equity | Exchangeable Operating Partnership Units | Limited Partners’ Interest in Consolidated Partnerships | Total Noncontrolling Interests | Total Equity | ||||||||||||||||||||||||||||||||||
| 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 | ||||||||||||||||||||||||||||||
| Net income | — | — | — | — | — | 364,557 | 364,557 | 2,008 | 4,302 | 6,310 | 370,867 | |||||||||||||||||||||||||||||||||
| Other comprehensive loss | ||||||||||||||||||||||||||||||||||||||||||||
| Other comprehensive income before reclassification | — | — | — | — | (2,063 | ) | — | (2,063 | ) | (9 | ) | (39 | ) | (48 | ) | (2,111 | ) | |||||||||||||||||||||||||||
| Amounts reclassified from accumulated other comprehensive loss | — | — | — | — | (6,805 | ) | — | (6,805 | ) | (39 | ) | (692 | ) | (731 | ) | (7,536 | ) | |||||||||||||||||||||||||||
| Adjustment for noncontrolling interests in the Operating Partnership | — | — | — | 13,518 | — | — | 13,518 | (13,518 | ) | — | (13,518 | ) | — | |||||||||||||||||||||||||||||||
| Deferred compensation plan, net | — | — | (1,027 | ) | 1,027 | — | — | — | — | — | — | — | ||||||||||||||||||||||||||||||||
| Restricted stock issued, net of amortization | — | 2 | — | 20,439 | — | — | 20,441 | — | — | — | 20,441 | |||||||||||||||||||||||||||||||||
| Common stock repurchased for taxes withheld for stock-based compensation, net | — | — | — | (7,074 | ) | — | — | (7,074 | ) | — | — | — | (7,074 | ) | ||||||||||||||||||||||||||||||
| Common stock repurchased and retired | — | (3 | ) | — | (20,003 | ) | — | — | (20,006 | ) | — | — | — | (20,006 | ) | |||||||||||||||||||||||||||||
| Repurchase of exchangeable operating partnership units | — | — | — | — | — | — | — | (9,163 | ) | — | (9,163 | ) | (9,163 | ) | ||||||||||||||||||||||||||||||
| Common stock issued under dividend reinvestment plan | — | — | — | 622 | — | — | 622 | — | — | — | 622 | |||||||||||||||||||||||||||||||||
| Common stock issued for partnership units exchanged | — | — | — | 198 | — | — | 198 | (198 | ) | — | (198 | ) | — | |||||||||||||||||||||||||||||||
| Common stock issued, net of issuance costs | — | 136 | — | 818,361 | — | — | 818,497 | — | — | — | 818,497 | |||||||||||||||||||||||||||||||||
| Issuance of exchangeable operating partnership units | — | — | — | — | — | — | — | 31,253 | — | 31,253 | 31,253 | |||||||||||||||||||||||||||||||||
| Issuance of preferred stock | 225,000 | — | — | — | — | — | 225,000 | — | — | — | 225,000 | |||||||||||||||||||||||||||||||||
| Contributions from partners | — | — | — | — | — | — | — | — | 74,730 | 74,730 | 74,730 | |||||||||||||||||||||||||||||||||
| Distributions to partners | — | — | — | — | — | — | — | — | (7,813 | ) | (7,813 | ) | (7,813 | ) | ||||||||||||||||||||||||||||||
| Cash dividends declared: | ||||||||||||||||||||||||||||||||||||||||||||
| Preferred stock/unit | — | — | — | — | — | (5,057 | ) | (5,057 | ) | — | — | — | (5,057 | ) | ||||||||||||||||||||||||||||||
| Common stock/unit ($2.620 per share) | — | — | — | — | — | (466,126 | ) | (466,126 | ) | (2,628 | ) | — | (2,628 | ) | (468,754 | ) | ||||||||||||||||||||||||||||
| Balance at December 31, 2023 | $ | 225,000 | 1,846 | **(**25,488 | ) | 8,704,240 | **(**1,308 | ) | **(**1,871,603 | ) | 7,032,687 | 42,195 | 117,053 | 159,248 | 7,191,935 |
See accompanying notes to consolidated financial statements.
REG****ENCY CENTERS CORPORATION
Consolidated Statements of Cash Flows
For the years ended December 31, 2023, 2022, and 2021
(in thousands)
| 2023 | 2022 | 2021 | ||||||||||
| Cash flows from operating activities: | ||||||||||||
| Net income | $ | 370,867 | 488,035 | 366,288 | ||||||||
| Adjustments to reconcile net income to net cash provided by operating activities: | ||||||||||||
| Depreciation and amortization | 352,282 | 319,697 | 303,331 | |||||||||
| Amortization of deferred loan costs and debt premiums | 8,252 | 5,799 | 6,003 | |||||||||
| Accretion of above and below market lease intangibles, net | (29,130 | ) | (20,995 | ) | (22,936 | ) | ||||||
| Stock-based compensation, net of capitalization | 20,075 | 16,521 | 12,515 | |||||||||
| Equity in income of investments in real estate partnerships | (50,541 | ) | (59,824 | ) | (47,086 | ) | ||||||
| Gain on sale of real estate, net of tax | (661 | ) | (109,005 | ) | (91,119 | ) | ||||||
| Provision for impairment of real estate, net of tax | — | — | 84,389 | |||||||||
| Early extinguishment of debt | (99 | ) | — | — | ||||||||
| Distribution of earnings from investments in real estate partnerships | 66,531 | 61,416 | 71,934 | |||||||||
| Settlement of derivative instruments | — | — | (2,472 | ) | ||||||||
| Deferred compensation expense (income) | 4,782 | (6,128 | ) | 4,572 | ||||||||
| Realized and unrealized (gain) loss on investments | (5,571 | ) | 7,040 | (5,348 | ) | |||||||
| Changes in assets and liabilities: | ||||||||||||
| Tenant and other receivables | (13,904 | ) | (35,274 | ) | (24,869 | ) | ||||||
| Deferred leasing costs | (11,156 | ) | (10,801 | ) | (6,966 | ) | ||||||
| Other assets | 3,028 | 1,292 | (1,226 | ) | ||||||||
| Accounts payable and other liabilities | 5,152 | (9,088 | ) | 6,677 | ||||||||
| Tenants’ security, escrow deposits and prepaid rent | (316 | ) | 7,130 | 5,701 | ||||||||
| Net cash provided by operating activities | 719,591 | 655,815 | 659,388 | |||||||||
| Cash flows from investing activities: | ||||||||||||
| Acquisition of operating real estate, net of cash acquired of $0, $3,061 and $2,991 in 2023, 2022 and 2021, respectively | (45,386 | ) | (169,639 | ) | (392,051 | ) | ||||||
| Acquisition of UBP, net of cash acquired of $14,143 | (82,389 | ) | — | — | ||||||||
| Real estate development and capital improvements | (232,855 | ) | (195,418 | ) | (177,631 | ) | ||||||
| Proceeds from sale of real estate | 11,167 | 143,133 | 206,193 | |||||||||
| Issuance of notes receivable | (4,000 | ) | — | (20 | ) | |||||||
| Collection of notes receivable | 4,000 | 1,823 | — | |||||||||
| Investments in real estate partnerships | (13,119 | ) | (36,266 | ) | (23,476 | ) | ||||||
| Return of capital from investments in real estate partnerships | 11,308 | 48,473 | 99,945 | |||||||||
| Dividends on investment securities | 1,283 | 1,113 | 813 | |||||||||
| Acquisition of investment securities | (7,990 | ) | (21,112 | ) | (23,971 | ) | ||||||
| Proceeds from sale of investment securities | 16,003 | 21,785 | 23,846 | |||||||||
| Net cash used in investing activities | (341,978 | ) | (206,108 | ) | (286,352 | ) | ||||||
| Cash flows from financing activities: | ||||||||||||
| Net proceeds from common stock issuance | (33 | ) | 61,284 | 82,510 | ||||||||
| Repurchase of common shares in conjunction with equity award plans | (7,662 | ) | (6,447 | ) | (4,083 | ) | ||||||
| Common shares repurchased through share repurchase program | (20,006 | ) | (75,419 | ) | — | |||||||
| Proceeds from sale of treasury stock | 103 | 64 | 96 | |||||||||
| Contributions from limited partners in consolidated partnerships | 10,238 | — | — | |||||||||
| Distributions to limited partners in consolidated partnerships | (7,813 | ) | (7,245 | ) | (4,345 | ) | ||||||
| Distributions to exchangeable operating partnership unit holders | (2,368 | ) | (1,867 | ) | (1,815 | ) | ||||||
| Redemption of exchangeable operating partnership units | (9,163 | ) | — | — | ||||||||
| Dividends paid to common shareholders | (453,065 | ) | (428,276 | ) | (403,085 | ) | ||||||
| Dividends paid to preferred shareholders | (3,413 | ) | — | — | ||||||||
| Proceeds from unsecured credit facilities | 557,000 | 95,000 | — | |||||||||
| Repayment of unsecured credit facilities | (405,000 | ) | (95,000 | ) | (265,000 | ) | ||||||
| Proceeds from notes payable | 59,500 | — | — | |||||||||
| Repayment of notes payable | (61,592 | ) | (6,745 | ) | (42,014 | ) | ||||||
| Scheduled principal payments | (11,235 | ) | (11,219 | ) | (11,255 | ) | ||||||
| Payment of loan costs | (526 | ) | (88 | ) | (7,468 | ) | ||||||
| Net cash used in financing activities | (355,035 | ) | (475,958 | ) | (656,459 | ) | ||||||
| Net change in cash, cash equivalents, and restricted cash | 22,578 | (26,251 | ) | (283,423 | ) | |||||||
| Cash, cash equivalents, and restricted cash at beginning of the year | 68,776 | 95,027 | 378,450 | |||||||||
| Cash, cash equivalents, and restricted cash at end of the year | $ | 91,354 | 68,776 | 95,027 |
| 2023 | 2022 | 2021 | ||||||||||
| Supplemental disclosure of cash flow information: | ||||||||||||
| Cash paid for interest (net of capitalized interest of $5,695, $4,166, and $4,202 in 2023, 2022, and 2021, respectively) | $ | 147,176 | 141,359 | 140,084 | ||||||||
| Cash paid for income taxes, net of refunds | $ | 933 | 570 | 378 | ||||||||
| Supplemental disclosure of non-cash transactions: | ||||||||||||
| Common and Preferred stock, and exchangeable operating partnership dividends declared but not paid | $ | 126,683 | 111,709 | 107,480 | ||||||||
| Previously held equity investments in real estate assets acquired | $ | — | 17,179 | (4,609 | ) | |||||||
| Mortgage loans assumed by Company with the acquisition of real estate | $ | 98 | 22,779 | 111,104 | ||||||||
| Right of use assets obtained in exchange for new operating lease liabilities | $ | 36,577 | — | — | ||||||||
| Sale of leased asset in exchange for net investment in sales-type lease | $ | 8,510 | — | — | ||||||||
| UBP Acquisition: | ||||||||||||
| Notes payable assumed in acquisition, at fair value | $ | 284,706 | — | — | ||||||||
| Noncontrolling interest assumed in acquisition, at fair value | $ | 64,492 | — | — | ||||||||
| Common stock exchanged for UBP shares | $ | 818,530 | — | — | ||||||||
| Preferred stock exchanged for UBP shares | $ | 225,000 | — | — | ||||||||
| Common stock issued for partnership units exchanged | $ | 199 | 1,275 | 99 | ||||||||
| Exchangeable operating partnership units issued for acquisition of real estate | $ | 31,253 | — | — | ||||||||
| Real estate received in lieu of promote interest | $ | — | — | 13,589 | ||||||||
| Change in accrued capital expenditures | $ | 8,877 | 4,888 | 10,188 | ||||||||
| Common stock issued under dividend reinvestment plan | $ | 622 | 524 | 1,286 | ||||||||
| Stock-based compensation capitalized | $ | 954 | 735 | 666 | ||||||||
| Contributions to investments in real estate partnerships | $ | 920 | — | — | ||||||||
| Contributions from limited partners in consolidated partnerships, net | $ | — | 5,436 | — | ||||||||
| Reallocation of equity upon acquisition of a limited partner's interest in a consolidated partnership | $ | — | 6,266 | — | ||||||||
| Adjustment for noncontrolling interests in the operating partnership | $ | — | — | — | ||||||||
| Common stock issued for dividend reinvestment in trust | $ | 1,193 | 1,126 | 1,084 | ||||||||
| Contribution of stock awards into trust | $ | 2,080 | 2,250 | 1,416 | ||||||||
| Distribution of stock held in trust | $ | 2,245 | 786 | 3,647 | ||||||||
| Change in fair value of securities | $ | 338 | 1,658 | 513 |
See accompanying notes to consolidated financial statements.
RE****GENCY CENTERS, L.P.
Consolidated Balance Sheets
December 31, 2023 and 2022
(in thousands, except unit data)
| 2023 | 2022 | |||||||
| Assets | ||||||||
| Net real estate investments: | ||||||||
| Real estate assets, at cost (note 1) | $ | 13,454,391 | 11,858,064 | |||||
| Less: accumulated depreciation | 2,691,386 | 2,415,860 | ||||||
| Real estate assets, net | 10,763,005 | 9,442,204 | ||||||
| Investments in sales-type lease, net | 8,705 | — | ||||||
| Investments in real estate partnerships (note 4) | 370,605 | 350,377 | ||||||
| Net real estate investments | 11,142,315 | 9,792,581 | ||||||
| Properties held for sale | 18,878 | — | ||||||
| Cash, cash equivalents, and restricted cash, including $6,383 and $2,310 of restricted cash at December 31, 2023 and 2022, respectively (note 1) | 91,354 | 68,776 | ||||||
| Tenant and other receivables (note 1) | 206,162 | 188,863 | ||||||
| Deferred leasing costs, less accumulated amortization of $124,107 and $117,137 at December 31, 2023 and 2022, respectively | 73,398 | 68,945 | ||||||
| Acquired lease intangible assets, less accumulated amortization of $364,413 and $338,053 at December 31, 2023 and 2022, respectively (note 6) | 283,375 | 197,745 | ||||||
| Right of use assets, net | 328,002 | 275,513 | ||||||
| Other assets (note 5) | 283,429 | 267,797 | ||||||
| Total assets | $ | 12,426,913 | 10,860,220 | |||||
| Liabilities and Capital | ||||||||
| Liabilities: | ||||||||
| Notes payable, net (note 9) | $ | 4,001,949 | 3,726,754 | |||||
| Unsecured credit facility (note 9) | 152,000 | — | ||||||
| Accounts payable and other liabilities | 358,612 | 317,259 | ||||||
| Acquired lease intangible liabilities, less accumulated amortization of $211,067 and $193,315 at December 31, 2023 and 2022, respectively (note 6) | 398,302 | 354,204 | ||||||
| Lease liabilities | 246,063 | 213,722 | ||||||
| Tenants’ security, escrow deposits and prepaid rent | 78,052 | 70,242 | ||||||
| Total liabilities | 5,234,978 | 4,682,181 | ||||||
| Capital: | ||||||||
| Partners’ capital (note 12): | ||||||||
| Preferred units $0.01 par value per unit, 30,000,000 units authorized; 9,000,000 units issued, in the aggregate, in Series A and Series B at December 31, 2023 with liquidation preferences of $25 per unit and no units authorized or issued at December 31, 2022 | 225,000 | — | ||||||
| General partner; 184,581,070 and 171,124,593 units outstanding at December 31, 2023 and 2022, respectively | 6,808,995 | 6,089,425 | ||||||
| Limited partners; 1,107,454 and 741,433 units outstanding at December 31, 2023 and 2022, respectively | 42,195 | 34,489 | ||||||
| Accumulated other comprehensive (loss) income | (1,308 | ) | 7,560 | |||||
| Total partners’ capital | 7,074,882 | 6,131,474 | ||||||
| Noncontrolling interest: Limited partners’ interests in consolidated partnerships | 117,053 | 46,565 | ||||||
| Total capital | 7,191,935 | 6,178,039 | ||||||
| Total liabilities and capital | $ | 12,426,913 | 10,860,220 |
See accompanying notes to consolidated financial statements.
REG****ENCY CENTERS, L.P.
Consolidated Statements of Operations
For the years ended December 31, 2023, 2022, and 2021
(in thousands, except per unit data)
| 2023 | 2022 | 2021 | ||||||||||
| Revenues: | ||||||||||||
| Lease income | $ | 1,283,939 | 1,187,452 | 1,113,368 | ||||||||
| Other property income | 11,573 | 10,719 | 12,456 | |||||||||
| Management, transaction, and other fees | 26,954 | 25,851 | 40,337 | |||||||||
| Total revenues | 1,322,466 | 1,224,022 | 1,166,161 | |||||||||
| Operating expenses: | ||||||||||||
| Depreciation and amortization | 352,282 | 319,697 | 303,331 | |||||||||
| Property operating expense | 229,209 | 196,148 | 184,553 | |||||||||
| Real estate taxes | 165,560 | 149,795 | 142,129 | |||||||||
| General and administrative | 97,806 | 79,903 | 78,218 | |||||||||
| Other operating expenses | 9,459 | 6,166 | 5,751 | |||||||||
| Total operating expenses | 854,316 | 751,709 | 713,982 | |||||||||
| Other expense (income): | ||||||||||||
| Interest expense, net | 154,249 | 146,186 | 145,170 | |||||||||
| Provision for impairment of real estate | — | — | 84,389 | |||||||||
| Gain on sale of real estate, net of tax | (661 | ) | (109,005 | ) | (91,119 | ) | ||||||
| Early extinguishment of debt | (99 | ) | — | — | ||||||||
| Net investment (income) loss | (5,665 | ) | 6,921 | (5,463 | ) | |||||||
| Total other expense | 147,824 | 44,102 | 132,977 | |||||||||
| Income from operations before equity in income of investments in real estate partnerships | 320,326 | 428,211 | 319,202 | |||||||||
| Equity in income of investments in real estate partnerships (note 4) | 50,541 | 59,824 | 47,086 | |||||||||
| Net income | 370,867 | 488,035 | 366,288 | |||||||||
| Limited partners’ interests in consolidated partnerships | (4,302 | ) | (3,065 | ) | (3,262 | ) | ||||||
| Net income attributable to the Partnership | 366,565 | 484,970 | 363,026 | |||||||||
| Preferred unit distributions and issuance costs | (5,057 | ) | — | — | ||||||||
| Net income attributable to common unit holders | $ | 361,508 | 484,970 | 363,026 | ||||||||
| Income per common unit - basic (note 15): | $ | 2.04 | 2.82 | 2.12 | ||||||||
| Income per common unit - diluted (note 15): | $ | 2.04 | 2.81 | 2.12 |
See accompanying notes to consolidated financial statements.
REG****ENCY CENTERS, L.P.
Consolidated Statements of Comprehensive Income
For the years ended December 31, 2023, 2022, and 2021
(in thousands)
| 2023 | 2022 | 2021 | ||||||||||
| Net income | $ | 370,867 | 488,035 | 366,288 | ||||||||
| Other comprehensive income: | ||||||||||||
| Effective portion of change in fair value of derivative instruments: | ||||||||||||
| Effective portion of change in fair value of derivative instruments | (2,448 | ) | 20,061 | 5,391 | ||||||||
| Reclassification adjustment of derivative instruments included in net income | (7,536 | ) | 833 | 4,141 | ||||||||
| Unrealized gain (loss) on available-for-sale debt securities | 337 | (1,309 | ) | (405 | ) | |||||||
| Other comprehensive (loss) income | (9,647 | ) | 19,585 | 9,127 | ||||||||
| Comprehensive income | 361,220 | 507,620 | 375,415 | |||||||||
| Less: comprehensive income attributable to noncontrolling interests: | ||||||||||||
| Net income attributable to noncontrolling interests | 4,302 | 3,065 | 3,262 | |||||||||
| Other comprehensive (loss) income attributable to noncontrolling interests | (731 | ) | 1,713 | 689 | ||||||||
| Comprehensive income attributable to noncontrolling interests | 3,571 | 4,778 | 3,951 | |||||||||
| Comprehensive income attributable to the Company | $ | 357,649 | 502,842 | 371,464 |
See accompanying notes to consolidated financial statements.
REG****ENCY CENTERS, L.P.
Consolidated Statements of Capital
For the years ended December 31, 2023, 2022, and 2021
(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, 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 | ||||||||||||||||
| 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 |
| 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, 2022 | $ | 6,089,425 | 34,489 | 7,560 | 6,131,474 | 46,565 | 6,178,039 | |||||||||||||||||
| Net income | 364,557 | 2,008 | — | 366,565 | 4,302 | 370,867 | ||||||||||||||||||
| Other comprehensive loss | ||||||||||||||||||||||||
| Other comprehensive loss before reclassifications | — | (9 | ) | (2,063 | ) | (2,072 | ) | (39 | ) | (2,111 | ) | |||||||||||||
| Amounts reclassified from accumulated other comprehensive loss | — | (39 | ) | (6,805 | ) | (6,844 | ) | (692 | ) | (7,536 | ) | |||||||||||||
| Adjustment for noncontrolling interests in the Operating Partnership | 13,518 | (13,518 | ) | — | — | — | — | |||||||||||||||||
| Contribution from partners | — | — | — | — | 74,730 | 74,730 | ||||||||||||||||||
| Issuance of exchangeable operating partnership units | — | 31,253 | — | 31,253 | — | 31,253 | ||||||||||||||||||
| Distributions to partners | (466,126 | ) | (2,628 | ) | — | (468,754 | ) | (7,813 | ) | (476,567 | ) | |||||||||||||
| Preferred unit distributions | (5,057 | ) | — | — | (5,057 | ) | — | (5,057 | ) | |||||||||||||||
| Restricted units issued as a result of restricted stock issued by Parent Company, net of amortization | 20,441 | — | — | 20,441 | — | 20,441 | ||||||||||||||||||
| Preferred units issued as a result of preferred stock issued by Parent Company, net of issuance costs | 225,000 | — | — | 225,000 | — | 225,000 | ||||||||||||||||||
| Common units repurchased and retired as a result of common stock repurchased and retired by Parent Company | (20,006 | ) | — | — | (20,006 | ) | — | (20,006 | ) | |||||||||||||||
| Common units issued as a result of common stock issued by Parent Company, net of issuance costs | 818,497 | — | — | 818,497 | — | 818,497 | ||||||||||||||||||
| Repurchase of exchangeable operating partnership units | — | (9,163 | ) | — | (9,163 | ) | — | (9,163 | ) | |||||||||||||||
| Common units repurchased as a result of common stock repurchased by Parent Company, net of issuances | (6,452 | ) | — | — | (6,452 | ) | — | (6,452 | ) | |||||||||||||||
| Common units exchanged for common stock of Parent Company | 198 | (198 | ) | — | — | — | — | |||||||||||||||||
| Balance at December 31, 2023 | $ | 7,033,995 | 42,195 | **(**1,308 | ) | 7,074,882 | 117,053 | 7,191,935 |
See accompanying notes to consolidated financial statements.
REG****ENCY CENTERS, L.P.
Consolidated Statements of Cash Flows
For the years ended December 31, 2023, 2022, and 2021
(in thousands)
| 2023 | 2022 | 2021 | ||||||||||
| Cash flows from operating activities: | ||||||||||||
| Net income | $ | 370,867 | 488,035 | 366,288 | ||||||||
| Adjustments to reconcile net income to net cash provided by operating activities: | ||||||||||||
| Depreciation and amortization | 352,282 | 319,697 | 303,331 | |||||||||
| Amortization of deferred loan costs and debt premiums | 8,252 | 5,799 | 6,003 | |||||||||
| Accretion of above and below market lease intangibles, net | (29,130 | ) | (20,995 | ) | (22,936 | ) | ||||||
| Stock-based compensation, net of capitalization | 20,075 | 16,521 | 12,515 | |||||||||
| Equity in income of investments in real estate partnerships | (50,541 | ) | (59,824 | ) | (47,086 | ) | ||||||
| Gain on sale of real estate, net of tax | (661 | ) | (109,005 | ) | (91,119 | ) | ||||||
| Provision for impairment of real estate, net of tax | — | — | 84,389 | |||||||||
| Early extinguishment of debt | (99 | ) | — | — | ||||||||
| Distribution of earnings from investments in real estate partnerships | 66,531 | 61,416 | 71,934 | |||||||||
| Settlement of derivative instruments | — | — | (2,472 | ) | ||||||||
| Deferred compensation expense (income) | 4,782 | (6,128 | ) | 4,572 | ||||||||
| Realized and unrealized (gain) loss on investments | (5,571 | ) | 7,040 | (5,348 | ) | |||||||
| Changes in assets and liabilities: | ||||||||||||
| Tenant and other receivables | (13,904 | ) | (35,274 | ) | (24,869 | ) | ||||||
| Deferred leasing costs | (11,156 | ) | (10,801 | ) | (6,966 | ) | ||||||
| Other assets | 3,028 | 1,292 | (1,226 | ) | ||||||||
| Accounts payable and other liabilities | 5,152 | (9,088 | ) | 6,677 | ||||||||
| Tenants’ security, escrow deposits and prepaid rent | (316 | ) | 7,130 | 5,701 | ||||||||
| Net cash provided by operating activities | 719,591 | 655,815 | 659,388 | |||||||||
| Cash flows from investing activities: | ||||||||||||
| Acquisition of operating real estate, net of cash acquired of $0, $3,061 and $2,991 in 2023, 2022 and 2021, respectively | (45,386 | ) | (169,639 | ) | (392,051 | ) | ||||||
| Acquisition of UBP, net of cash acquired of $14,143 | (82,389 | ) | — | — | ||||||||
| Real estate development and capital improvements | (232,855 | ) | (195,418 | ) | (177,631 | ) | ||||||
| Proceeds from sale of real estate | 11,167 | 143,133 | 206,193 | |||||||||
| Issuance of notes receivable | (4,000 | ) | — | (20 | ) | |||||||
| Collection of notes receivable | 4,000 | 1,823 | — | |||||||||
| Investments in real estate partnerships | (13,119 | ) | (36,266 | ) | (23,476 | ) | ||||||
| Return of capital from investments in real estate partnerships | 11,308 | 48,473 | 99,945 | |||||||||
| Dividends on investment securities | 1,283 | 1,113 | 813 | |||||||||
| Acquisition of investment securities | (7,990 | ) | (21,112 | ) | (23,971 | ) | ||||||
| Proceeds from sale of investment securities | 16,003 | 21,785 | 23,846 | |||||||||
| Net cash used in investing activities | (341,978 | ) | (206,108 | ) | (286,352 | ) | ||||||
| Cash flows from financing activities: | ||||||||||||
| Net proceeds from common stock issuance | (33 | ) | 61,284 | 82,510 | ||||||||
| Repurchase of common units in conjunction with equity award plans | (7,662 | ) | (6,447 | ) | (4,083 | ) | ||||||
| Common units repurchased through share repurchase program | (20,006 | ) | (75,419 | ) | — | |||||||
| Proceeds from sale of treasury stock | 103 | 64 | 96 | |||||||||
| Contributions from limited partners in consolidated partnerships | 10,238 | — | — | |||||||||
| Distributions to limited partners in consolidated partnerships | (7,813 | ) | (7,245 | ) | (4,345 | ) | ||||||
| Distributions to partners | (455,433 | ) | (430,143 | ) | (404,900 | ) | ||||||
| Dividends paid to preferred shareholders | (3,413 | ) | — | — | ||||||||
| Redemption of exchangeable operating partnership units | (9,163 | ) | — | — | ||||||||
| Proceeds from unsecured credit facilities | 557,000 | 95,000 | — | |||||||||
| Repayment of unsecured credit facilities | (405,000 | ) | (95,000 | ) | (265,000 | ) | ||||||
| Proceeds from notes payable | 59,500 | — | — | |||||||||
| Repayment of notes payable | (61,592 | ) | (6,745 | ) | (42,014 | ) | ||||||
| Scheduled principal payments | (11,235 | ) | (11,219 | ) | (11,255 | ) | ||||||
| Payment of loan costs | (526 | ) | (88 | ) | (7,468 | ) | ||||||
| Net cash used in financing activities | (355,035 | ) | (475,958 | ) | (656,459 | ) | ||||||
| Net change in cash, cash equivalents, and restricted cash | 22,578 | (26,251 | ) | (283,423 | ) | |||||||
| Cash, cash equivalents, and restricted cash at beginning of the year | 68,776 | 95,027 | 378,450 | |||||||||
| Cash, cash equivalents, and restricted cash at end of the year | $ | 91,354 | 68,776 | 95,027 |
| 2023 | 2022 | 2021 | ||||||||||
| Supplemental disclosure of cash flow information: | ||||||||||||
| Cash paid for interest (net of capitalized interest of $5,695, $4,166, and $4,202 in 2023, 2022, and 2021, respectively) | $ | 147,176 | 141,359 | 140,084 | ||||||||
| Cash paid for income taxes, net of refunds | $ | 933 | 570 | 378 | ||||||||
| Supplemental disclosure of non-cash transactions: | ||||||||||||
| Common and Preferred stock, and exchangeable operating partnership dividends declared but not paid | $ | 126,683 | 111,709 | 107,480 | ||||||||
| Previously held equity investments in real estate assets acquired | $ | — | 17,179 | (4,609 | ) | |||||||
| Mortgage loans assumed by Company with the acquisition of real estate | $ | 98 | 22,779 | 111,104 | ||||||||
| Right of use assets obtained in exchange for new operating lease liabilities | $ | 36,577 | — | — | ||||||||
| Sale of leased asset in exchange for net investment in sales-type lease | $ | 8,510 | — | — | ||||||||
| UBP Acquisition: | ||||||||||||
| Notes payable assumed in acquisition, at fair value | $ | 284,706 | — | — | ||||||||
| Noncontrolling interest assumed in acquisition, at fair value | $ | 64,492 | — | — | ||||||||
| Common stock exchanged for UBP shares | $ | 818,530 | — | — | ||||||||
| Preferred stock exchanged for UBP shares | $ | 225,000 | — | — | ||||||||
| Common stock issued by Parent Company for partnership units exchanged | $ | 199 | 1,275 | 99 | ||||||||
| Exchangeable operating partnership units issued for acquisition of real estate | $ | 31,253 | — | — | ||||||||
| Real estate received in lieu of promote interest | $ | — | — | 13,589 | ||||||||
| Change in accrued capital expenditures | $ | 8,877 | 4,888 | 10,188 | ||||||||
| Common stock issued by Parent Company for dividend reinvestment plan | $ | 622 | 524 | 1,286 | ||||||||
| Stock-based compensation capitalized | $ | 954 | 735 | 666 | ||||||||
| Contributions to investments in real estate partnerships | $ | 920 | — | — | ||||||||
| Contributions from limited partners in consolidated partnerships, net | $ | — | 5,436 | — | ||||||||
| Reallocation of equity upon acquisition of a limited partner's interest in a consolidated partnership | $ | — | 6,266 | — | ||||||||
| Adjustment for noncontrolling interests in the operating partnership | $ | — | — | — | ||||||||
| Common stock issued for dividend reinvestment in trust | $ | 1,193 | 1,126 | 1,084 | ||||||||
| Contribution of stock awards into trust | $ | 2,080 | 2,250 | 1,416 | ||||||||
| Distribution of stock held in trust | $ | 2,245 | 786 | 3,647 | ||||||||
| Change in fair value of securities | $ | 338 | 1,658 | 513 |
See accompanying notes to consolidated financial statements.
REGENCY CENTERS CORPORATION AND REGENCY CENTERS, L.P.
Notes to Consolidated Financial Statements
December 31, 2023
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, 2023, the Parent Company, the Operating Partnership, and their controlled subsidiaries on a consolidated basis (the "Company" or "Regency") owned 381 properties and held partial interests in an additional 101 properties through unconsolidated Investments in real estate partnerships (also referred to as "joint ventures" or "investment partnerships").
Acquisition of Urstadt Biddle Properties Inc.
On May 17, 2023, the Parent Company entered into an Agreement and Plan of Merger (the “merger agreement”) by and among the Parent Company, Hercules Merger Sub, LLC, a wholly owned subsidiary of the Parent Company (“Merger Sub”), UBP, UB Maryland I, Inc., a wholly owned subsidiary of Urstadt Biddle (“UB Sub I”), and UB Maryland II, Inc., a wholly owned subsidiary of UB Sub I (“UB Sub II”), pursuant to which, (a) UB Sub II merged with and into Urstadt Biddle (the “first merger”), with Urstadt Biddle surviving the first merger as a wholly owned subsidiary of UB Sub I, and (b) following the first merger, UB Sub I merged with and into Merger Sub (the “second merger” and together with the first merger, the “mergers”), with Merger Sub being the surviving entity in the second merger. The combined company continues to trade under the ticker symbol “REG” on the National Association of Securities Dealers Automated Quotations (the “NASDAQ”).
The closing of the mergers completed on August 18, 2023 and each share of Urstadt Biddle’s common stock, par value $0.01 per share (“Urstadt Biddle common stock”), class A common stock, par value $0.01 per share (“Urstadt Biddle Class A common stock” and, together with Urstadt Biddle common stock, the “Urstadt Biddle common shares”), 6.25% Series H Cumulative Redeemable Preferred Stock and 5.875% Series K Cumulative Redeemable Preferred Stock converted into one equivalent share in UB Sub I, with respect to each class, subject to limited exceptions set forth in the merger agreement. Immediately thereafter, on August 18, 2023, each share of UB Sub I’s common stock, par value $0.01 per share, and class A common stock, par value $0.01 per share, converted into 0.347 of a share of common stock, par value $0.01 per share, of common stock of the Parent Company, without interest and subject to certain adjustments, subject to limited exceptions set forth in the merger agreement, and each share of UB Sub I’s 6.25% Series H Cumulative Redeemable Preferred Stock and 5.875% Series K Cumulative Redeemable Preferred Stock was converted into one share of newly issued Parent Company 6.25% Series A Cumulative Redeemable Preferred Stock (“Parent Company Series A preferred stock”) and 5.875% Series B Cumulative Redeemable Preferred Stock (“Parent Company Series B preferred stock”), respectively (collectively referred to as the “Preferred Stock”).
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.
The success of the Company's tenants in operating their businesses and their corresponding ability to pay rent continue to be influenced by current economic challenges, which impact their cost of doing business, including but not limited to the impact of inflation, the cost and availability of labor, increasing energy prices and interest rates, and access to credit. Additionally, macroeconomic and geopolitical challenges, including the war involving Russia and Ukraine, Middle East conflicts and wars, and the economic and other possible conflicts involving China (including any slowing of its economy), could impact aspects
REGENCY CENTERS CORPORATION AND REGENCY CENTERS, L.P.
Notes to Consolidated Financial Statements
December 31, 2023
of the U.S. economy and, therefore, consumer spending. The policies implemented by the U.S. government to address these issues, including raising interest rates, could result in adverse impacts on the U.S. economy, including a slowing of growth and potentially a recession, thereby impacting consumer spending, tenants' businesses, and/or decreasing future demand for space in shopping centers. The potential impact of current macroeconomic and geopolitical challenges on the Company's financial condition, results of operations, and cash flows is subject to change and continues to depend on the extent and duration of these risks and uncertainties.
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 financial interest. Investments in real estate partnerships not controlled by the Company are accounted for under the equity method of accounting. 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 and two series of preferred stock outstanding.
Ownership of the Operating Partnership
The Operating Partnership's capital includes Common Units and Preferred Units. As of December 31, 2023, the Parent Company owned approximately 99.4% or 184,581,070 of the 185,688,524 of the outstanding Common Units, with the remaining limited partner's Common Units held by third parties ("Exchangeable operating partnership units" or "EOP units"). The Parent Company currently owns all of the Preferred 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 common stock (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 EOP units outstanding and concluded that the Parent Company has the right to satisfy the redemption requirements of the units by delivering shares of 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 that most significantly impact the Operating Partnership’s economic performance. 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
As of December 31, 2023, Regency held partial ownership interests in 119 properties through partnerships, of which 18 are consolidated. Regency's partners include institutional investors and real estate developers and/or operators (the "Partners" or "Limited Partners"). These partnerships have been established to own and operate real estate property. Regency has a variable interest in these entities through its equity ownership, with Regency being the primary beneficiary in certain of these real estate partnerships. As such, Regency consolidates the partnerships into its financial statements for which it is the primary beneficiary and reports the limited partners' interests as noncontrolling interests. For those partnerships which Regency is not the primary beneficiary and does not control, but has significant influence, Regency recognizes its investment in them in accordance with the equity method of accounting.
REGENCY CENTERS CORPORATION AND REGENCY CENTERS, L.P.
Notes to Consolidated Financial Statements
December 31, 2023
The assets of these partnerships are restricted to the use of the partnerships and cannot be reached by general creditors of the Company. Similarly, the obligations of the partnerships can only be settled by the assets of these partnerships or additional contributions by the partners. As managing member, Regency maintains the books and records and typically provides leasing 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.
Certain partnerships were deemed VIEs primarily because the unrelated investors do not have substantive kick-out rights to remove the general or managing partner by a vote of a simple majority or less, and they do not have substantive participating rights. 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 of accounting 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 from 10 to 40 years.
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, 2023 | December 31, 2022 | ||||||
| Assets | ||||||||
| Net real estate investments | $ | 270,674 | 107,725 | |||||
| Cash, cash equivalents, and restricted cash | 8,201 | 2,420 | ||||||
| Liabilities | ||||||||
| Notes payable | 33,211 | 4,188 | ||||||
| Equity | ||||||||
| Limited partners’ interests in consolidated partnerships | 88,794 | 24,364 |
Noncontrolling Interests
The Company accounts for noncontrolling interests in accordance with the Consolidation guidance and the Distinguishing Liabilities from Equity guidance issued by the FASB. Noncontrolling interests represent the portion of equity that the Company does not own in those entities it consolidates. Noncontrolling interests also include amounts related to partnership units issued by consolidated subsidiaries of the Company in connection with certain property acquisitions. These partnership units have a defined redemption amount and the unit holders generally have the right to redeem their units at any time after a certain period from issuance. For these partnership units, the Company has the option to settle redemption amounts in cash or common stock. The Company evaluates the terms of the partnership units issued in accordance with the FASB’s Distinguishing Liabilities from Equity guidance. The partnership units for which the Company has the option to settle redemption amounts in cash or common stock are included in the caption Noncontrolling interests within the equity section on the Company’s Consolidated Balance Sheets.
REGENCY CENTERS CORPORATION AND REGENCY CENTERS, L.P.
Notes to Consolidated Financial Statements
December 31, 2023
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 shareholders of the Parent Company: (i) the EOP 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 shareholders' 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.
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.
Lease terms generally range from three to seven years for tenant spaces 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 re-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 period of the life of the subsequent lease or the useful 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, 2023, the Company classified one lease as a sales type lease, with all others classified as operating leases.
REGENCY CENTERS CORPORATION AND REGENCY CENTERS, L.P.
Notes to Consolidated Financial Statements
December 31, 2023
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.
For sales type leases, the Company records any selling profit or loss arising from the lease at inception within Gain on sale of real estate, net of tax in the accompanying Consolidated Statement of Operations, as well as any initial direct costs recorded as an expense if, at commencement, the fair value of the underlying asset differs from its carrying amount, otherwise, they are deferred and included in the net investment in the lease. The net investment in the sales-type lease represents the lease receivable, the components of which are the future lease payments and any guaranteed residual value for the underlying assets, as well as any unguaranteed residual asset expected at the end of the lease term, each measured at net present value discounted using a rate implicit in the lease. Interest income is recorded within Lease income in the accompanying Consolidated Statements of Operations over the lease term so as to produce a constant periodic rate of return on the Company’s net investment in the leases. At the commencement date, the Company derecognizes the carrying amount of the underlying asset. When measuring the net investment in a long-term ground lease, the undiscounted residual value of the land will be limited to its fair value at commencement which will likely equate to its cost.
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) | 2023 | 2022 | ||||||
| Tenant receivables | $ | 34,814 | 31,486 | |||||
| Straight-line rent receivables | 138,590 | 128,214 | ||||||
| Other receivables (1) | 32,758 | 29,163 | ||||||
| Total tenant and other receivables, net | $ | 206,162 | 188,863 |
(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, 2023
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 managing member. 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 the commencement of rent payments.
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 fees 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, 2023
Income within Management, transaction, and other fees on the Consolidated Statements of Operations is primarily from contracts with the Company's real estate partnerships. 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 | 2023 | 2022 | 2021 | |||||||||||
| Management, transaction, and other fees: | |||||||||||||||
| Property management services | Over time | $ | 14,075 | 13,470 | 14,415 | ||||||||||
| Asset management services | Over time | 6,542 | 6,752 | 6,921 | |||||||||||
| Promote income | Over time | — | — | 13,589 | (1) | ||||||||||
| Leasing services | Point in time | 3,908 | 3,945 | 4,096 | |||||||||||
| Other transaction fees | Point in time | 2,429 | 1,684 | 1,316 | |||||||||||
| Total management, transaction, and other fees | $ | 26,954 | 25,851 | 40,337 |
(1)
The Company recognized $13.6 million in promote revenue during the year ended December 31, 2021, for exceeding partnership return hurdles 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 $18.5 million and $16.4 million, as of December 31, 2023 and 2022, respectively.
(c)
Real Estate Assets
The following table details the components of Real estate assets in the Consolidated Balance Sheets:
| (in thousands) | December 31, 2023 | December 31, 2022 | ||||||
| Land | $ | 4,802,583 | 4,379,877 | |||||
| Land improvements | 758,779 | 707,227 | ||||||
| Buildings | 6,371,894 | 5,465,877 | ||||||
| Building and tenant improvements | 1,302,954 | 1,171,650 | ||||||
| Construction in progress | 218,181 | 133,433 | ||||||
| Total real estate assets | $ | 13,454,391 | 11,858,064 |
Capitalization and Depreciation
Real estate assets are stated at cost, less accumulated depreciation, and amortization. The Company periodically assesses the useful lives of its depreciable real estate assets, including those intended to be redeveloped in the near term, and accounts for any revisions prospectively. Expenditures for maintenance, repairs and demolition costs are charged to operations as incurred. Significant renovations and replacements, which improve or extend the life of the asset, are capitalized.
As part of the leasing process, the Company may provide lessees with allowances 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.
REGENCY CENTERS CORPORATION AND REGENCY CENTERS, L.P.
Notes to Consolidated Financial Statements
December 31, 2023
Development and Redevelopment Costs
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, insurance, legal costs, salaries and related costs of personnel directly involved and other 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, 2023 and 2022, the Company had nonrefundable deposits and other pre-development costs of approximately $7.7 million and $6.9 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, 2023, 2022, and 2021, the Company expensed pre-development costs of approximately $0.1 million, $0.6 million, and $1.5 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 incurred. The Company discontinues interest and real estate tax capitalization when a project 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 a project beyond 12 months after substantial completion of the building. During the years ended December 31, 2023, 2022, and 2021, the Company capitalized interest of $5.7 million, $4.2 million, and $4.2 million, respectively, on our development and redevelopment projects.
We have a staff of employees directly supporting our development and redevelopment program. All direct internal costs attributable to these development activities are capitalized as part of each development and redevelopment project. The capitalization of costs is directly related to the actual level of development activity occurring. During the years ended December 31, 2023, 2022, and 2021, we capitalized $13.3 million, $10.8 million, and $11.3 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, land improvements, buildings, 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 purchase price of the acquired properties based on their relative fair value to the applicable assets and liabilities. Acquisitions 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 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.
REGENCY CENTERS CORPORATION AND REGENCY CENTERS, L.P.
Notes to Consolidated Financial Statements
December 31, 2023
The Company does not assign value to customer relationship intangibles if it has pre-existing business relationships with 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 real estate assets as held-for-sale upon satisfaction of all 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. Upon the determination to classify a property as held for sale, the Company ceases depreciation and amortization on the real estate property held for sale, as well as the amortization of any related intangible assets. Such properties are recorded at the lesser of the carrying value or estimated fair value less estimated costs to sell.
Valuation of Real Estate Investments and Impairments
The Company continually evaluates whether there are any events or changes in circumstances, that could indicate the carrying values of the real estate properties (including any related amortizable intangible assets or liabilities) may not be recoverable. When indicators of potential impairment suggest that the carrying value of real estate assets may not be recoverable, the Company assesses the recoverability of the asset group by estimating whether the Company will recover the carrying value of the asset group through its undiscounted future cash flows, including eventual disposition. Based on this analysis, if the Company does not believe that it will be able to recover the carrying value of the asset group, an impairment charge will be recorded to the extent that the carrying value exceeds the estimated fair value of the asset group.
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. 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.
(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, 2023 and 2022, $6.4 million and $2.3 million, respectively, of cash was restricted through escrow agreements and certain mortgage loans.
(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
REGENCY CENTERS CORPORATION AND REGENCY CENTERS, L.P.
Notes to Consolidated Financial Statements
December 31, 2023
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.
Derivative 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 instruments. Specifically, the Company enters into derivative 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 instruments are used to manage fluctuations 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.
REGENCY CENTERS CORPORATION AND REGENCY CENTERS, L.P.
Notes to Consolidated Financial Statements
December 31, 2023
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.
(f)
Deferred Leasing Costs
Deferred leasing costs consist of costs associated with leasing the Company's shopping centers, and are presented net of accumulated amortization. Such costs are amortized over the period through lease expiration. If the lease is terminated early, the remaining leasing costs are written off.
Under ASC Topic 842, the Company, as a lessor, may only defer as initial direct costs the incremental costs of a tenant's operating lease that would not have been incurred if the lease had not been obtained. These costs generally consist of third party broker payments. Non-contingent internal leasing and legal costs associated with leasing activities are expensed within General and administrative expenses.
(g)
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 shareholders 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 99.4% owner, is allocated its Pro-rata share of tax attributes.
The Company accounts for income taxes related to its TRS's under the asset and liability approach, which requires the recognition of the amount of taxes payable or refundable for the current year and deferred tax assets and liabilities for the expected future tax consequences of events that have been recognized in the financial statements. Under this method, deferred tax assets and liabilities are determined based on the differences between the financial statement and tax basis of assets and liabilities using enacted tax rates in effect for the year in which the differences are expected to reverse. The Company records net deferred tax assets to the extent it believes it is more likely than not that these assets will be realized. A valuation allowance is recorded to reduce deferred tax assets when it is believed that it is more likely than not that all or some portion of the deferred tax asset will not be realized. The Company considers all available positive and negative evidence, including forecasts of future taxable income, the reversal of other existing temporary differences, available net operating loss carryforwards, tax planning strategies and recent and projected results of operations in order to make that determination.
In addition, tax positions are initially recognized in the financial statements when it is more likely than not the position will be sustained upon examination by the tax authorities. Such tax positions shall initially and subsequently be measured as the largest amount of tax benefit that has a greater than 50% likelihood of being realized upon ultimate settlement with the tax authority assuming full knowledge of the position and relevant facts. The Company believes that it has appropriate support for the income tax positions taken and to be taken on its tax returns and that its accruals for tax liabilities are adequate for all open tax years (2020 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.
(h)
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.
REGENCY CENTERS CORPORATION AND REGENCY CENTERS, L.P.
Notes to Consolidated Financial Statements
December 31, 2023
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 optional 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.
(i)
Earnings per Share and Unit
Basic earnings per share of common stock and unit are computed based upon the weighted average number of common shares and units, respectively, outstanding during the period. Diluted earnings per share and unit reflect the conversion of obligations and the assumed exercises of securities including the effects of shares issuable under the Company's share-based payment arrangements, if dilutive. Dividends paid on the Company's share-based compensation awards are not participating securities as they are forfeitable.
(j)
Stock-Based Compensation
The Company grants stock-based compensation to its employees and directors. The Company recognizes the cost of stock-based compensation based on the grant-date fair value of the award, which is expensed over the vesting period.
When the Parent Company issues common stock as compensation, it receives an equal number of common units from the Operating Partnership. The Company is committed to contributing to the Operating Partnership all proceeds from the share-based awards granted under the Parent Company's Long-Term Omnibus Plan (the "Plan"). Accordingly, the Parent Company's ownership in the Operating Partnership will increase based on the amount of proceeds contributed to the Operating Partnership for the common units it receives. As a result of the issuance of common units to the Parent Company for stock-based compensation, the Operating Partnership records the effect of stock-based compensation for awards of equity in the Parent Company.
(k)
Segment Reporting
The Company's business is investing in retail shopping centers through direct ownership or partnership interests. The Company actively manages its portfolio of retail shopping centers and may from time to time make decisions to sell lower performing properties or developments not meeting its long-term investment objectives. The proceeds from sales are generally reinvested into higher quality retail shopping centers, through acquisitions, new developments, or redevelopment of existing centers, which management believes will generate sustainable revenue growth and attractive returns. It is management's intent that all retail shopping centers will be owned or developed for investment purposes; however, the Company may decide to 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’s chief operating decision maker evaluates operating and financial performance for each property on an individual property level; therefore, the Company defines an operating segment as its individual properties. The individual properties have been aggregated into one reportable segment based upon their similarities with regard to both the nature and economics of the centers, tenants and operational processes, as well as long-term average financial performance.
(l)
Business Concentration
Grocer anchor tenants represent approximately 20.0% of Pro-rata annual base rent. No single tenant accounts for 10% or more of revenue and none of the shopping centers are located outside the United States.
REGENCY CENTERS CORPORATION AND REGENCY CENTERS, L.P.
Notes to Consolidated Financial Statements
December 31, 2023
(m)
Fair Value of Assets and Liabilities
ASC 820, Fair Value Measurements and Disclosures, or ASC 820, defines fair value, establishes a framework for measuring fair value in accordance with GAAP and expands disclosures about fair value measurements. ASC 820 emphasizes that fair value is intended to be a market-based measurement, as opposed to a transaction-specific measurement. Fair value is defined by ASC 820 as 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. 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 at the measurement date. An active market is defined as a market in which transactions for the assets or liabilities occur with sufficient frequency and volume to provide pricing information on an ongoing basis.
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, 2023
(n) Recent Accounting Pronouncements
The following table provides a brief description of recent accounting pronouncements and expected impact on our financial statements:
| Standard | Description | Date of adoption | Effect on the financial statements or other significant matters | |||
| Recently adopted**:** | ||||||
| ASU 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 to 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 March 31, 2023 | 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, which it completed during the three months ended March 31, 2023. Application of these exceptions preserves the hedge designation of interest rate swaps and the related accounting and presentation consistent with past presentation. | |||
| ASU 2021-08, Business Combinations (Topic 805): Accounting for Contract Assets and Contract Liabilities from Contracts with Customers | The amendments in this update require acquiring entities to apply Topic 606 to recognize and measure contract assets and contract liabilities in a business combination rather than at fair value on the acquisition date required by Topic 805. | January 1, 2023 | The adoption of this ASU did not have a material impact on the Company’s financial position and/or results of operations. | |||
| ASU 2023-07, Segment Reporting (Topic 280): Improvements to Reportable Segment Disclosures | The amendments are aimed at enhancing the disclosures public entities provide regarding significant segment expenses so that investors can “better understand an entity’s overall performance” and assess “potential future cash flows.” | January 1, 2024 | The Company is assessing the impact this ASU will have on the Company’s financial statement disclosures. | |||
| ASU 2023-09, Income Taxes (Topic 740):Improvements to Income Tax Disclosures. | ASU 2023-09 requires public business entities to disclose additional information in specified categories with respect to the reconciliation of the effective tax rate to the statutory rate for federal, state, and foreign income taxes. It also requires greater detail about individual reconciling items in the rate reconciliation to the extent the impact of those items exceeds a specified threshold. | January 1, 2025 | The Company is assessing the impact this ASU will have on the Company’s financial statement disclosures. |
REGENCY CENTERS CORPORATION AND REGENCY CENTERS, L.P.
Notes to Consolidated Financial Statements
December 31, 2023
Real Estate Investments
UBP Acquisition
General
With respect to the acquisition of UBP discussed in Note 1 - Acquisition of Urstadt Biddle Properties Inc, the following table provides the components that make up the total purchase price for the UBP acquisition:
| (in thousands, except stock price) | Purchase Price | |||
| Shares of common stock issued for acquisition | 13,568 | |||
| Closing stock price on August 17, 2023 | $ | 61.03 | ||
| Value of common stock issued for acquisition | $ | 828,025 | ||
| Other adjustments | (9,495 | ) | ||
| Total value of common stock issued | $ | 818,530 | ||
| Debt repaid | 39,266 | |||
| Preferred stock converted | 225,000 | |||
| Transaction costs | 57,197 | |||
| Other cash payments | 68 | |||
| Total purchase price | $ | 1,140,061 |
Purchase Price Allocation
The acquisition has been accounted for using the asset acquisition method of accounting in accordance with ASC 805, Business Combinations, which requires, among other things, that the total cost or total consideration exchanged be allocated to the real estate properties and related lease intangibles on a relative fair value basis. All the other assets acquired, and liabilities assumed, including notes payable, are recorded at fair value. The total purchase price, including direct transaction costs capitalized, was allocated as follows:
| (in thousands) | Purchase Price Allocation | |||
| Real estate assets | $ | 1,379,835 | ||
| Investments in unconsolidated real estate partnerships | 35,942 | |||
| Real estate assets | 1,415,777 | |||
| Cash, accounts receivable and other assets | 51,902 | |||
| Lease intangible assets | 128,663 | |||
| Total assets acquired | 1,596,342 | |||
| Notes payable | 284,706 | |||
| Accounts payable, accrued expenses, and other liabilities | 37,500 | |||
| Lease intangible liabilities | 69,583 | |||
| Total liabilities assumed | 391,789 | |||
| Non-controlling interest | 64,492 | |||
| Total purchase price | $ | 1,140,061 |
The acquired assets and assumed liabilities for an acquired operating property generally include, but are not limited to: land, buildings and improvements, identified tangible and intangible assets and liabilities associated with in-place leases, including tenant improvements, leasing costs, value of above-market and below-market leases, and value of acquired in-place leases. This methodology includes estimating an “as-if vacant” fair value of the physical property, which includes land, building, and improvements and also 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 fair market value of the acquired operating properties is based on a valuation prepared by Regency with assistance of a third party valuation specialist. The third-party specialist utilized stabilized NOI and market specific capitalization rates as the primary valuation inputs in determining the fair value of the real estate assets. The fair value of land is generally based on relevant market data, such as a comparison of the subject site to similar parcels that have recently been sold or are currently being offered on the market for sale. Management reviews the inputs used by the third-party specialist as well as the allocation of the purchase price to ensure reasonableness and that the procedures are performed in accordance with management's policy. Management and the third-party valuation specialist prepared their fair value estimates for each of the operating properties acquired. The allocation of the purchase price described above requires a significant amount of judgment and represents management's best estimate of the fair value as of the acquisition date.
REGENCY CENTERS CORPORATION AND REGENCY CENTERS, L.P.
Notes to Consolidated Financial Statements
December 31, 2023
The following table details the weighted average amortization and net accretion periods, in years, of the major classes of intangible assets and intangible liabilities arising from the UBP acquisition:
| (in years) | Weighted Average Amortization Period | |||
| Assets: | ||||
| In-place leases | 8.0 | |||
| Above-market leases | 7.0 | |||
| Liabilities: | ||||
| Below-market leases | 18.5 |
Other Acquisitions
The following tables detail the other properties acquired for the periods set forth below:
| (in thousands) | December 31, 2023 | |||||||||||||||||||||||
| 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) | ||||||||||||||||
| 5/1/2023 | Sienna Phase 1 | Houston, TX | Development | 75% | $ | 2,695 | — | — | — | |||||||||||||||
| 5/18/2023 | SunVet | Holbrook, NY | Development | 100% | 24,140 | — | — | — | ||||||||||||||||
| 10/11/2023 | Nohl Plaza | Orange, CA | Operating | 100% | 25,328 | — | 3,940 | 10,470 | ||||||||||||||||
| 12/1/2023 | The Longmeadow Shops | Longmeadow, MA | Operating | 100% | 31,400 | — | 4,049 | 1,876 | ||||||||||||||||
| Total property acquisitions | $ | 83,563 | — | 7,989 | 12,346 |
(1)
Amounts for purchase price and allocation are reflected at 100%.
| (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) | ||||||||||||||||
| 3/1/2022 | Glenwood Green | Old Bridge, NJ | Development | 70% | $ | 11,000 | — | — | — | |||||||||||||||
| 3/31/2022 | Island Village | Bainbridge Island, WA | Operating | 100% | 30,650 | — | 2,900 | 6,839 | ||||||||||||||||
| 4/1/2022 | Apple Valley (2) | Apple Valley, MN | Operating | 100% | 34,070 | — | 4,773 | 490 | ||||||||||||||||
| 4/1/2022 | Cedar Commons (2) | Minneapolis, MN | Operating | 100% | 29,330 | — | 4,369 | 58 | ||||||||||||||||
| 4/1/2022 | Corral Hollow (2) | Tracy, CA | Operating | 100% | 40,600 | — | 3,410 | 74 | ||||||||||||||||
| 4/1/2022 | Shops at the Columbia (2) | Washington, DC | Operating | 100% | 14,000 | — | 889 | 181 | ||||||||||||||||
| 5/6/2022 | Baederwood Shoppes | Jenkintown, PA | Operating | 80% | 51,603 | 22,779 | 5,796 | 1,062 | ||||||||||||||||
| 10/12/2022 | 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 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 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 carry over basis related to its 25% previously owned equity investment 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.
Property 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) | 2023 | 2022 | 2021 | |||||||||
| Net proceeds from sale of real estate investments | $ | 11,167 | 143,133 | 206,193 | ||||||||
| Gain on sale of real estate, net of tax | $ | 661 | 109,005 | 91,119 | ||||||||
| Provision for impairment of real estate sold | $ | — | — | 112 | ||||||||
| Number of operating properties sold | — | 2 | 7 | |||||||||
| Number of land parcels sold | 5 | 5 | 5 | |||||||||
| Percent interest sold | 100% | 100% | 100 | % |
REGENCY CENTERS CORPORATION AND REGENCY CENTERS, L.P.
Notes to Consolidated Financial Statements
December 31, 2023
Investments in Real Estate Partnerships
The Company invests in real estate partnerships, which consist of the following:
| December 31, 2023 | ||||||||||||||||||||||
| (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 | $ | 144,371 | 1,475,611 | 35,901 | 84,224 | |||||||||||||||
| Columbia Regency Retail Partners, LLC (Columbia I) | 20.00% | 7 | 7,045 | 139,224 | 1,630 | 8,559 | ||||||||||||||||
| Columbia Regency Partners II, LLC (Columbia II) | 20.00% | 14 | 42,994 | 424,672 | 1,743 | 8,769 | ||||||||||||||||
| Columbia Village District, LLC | 30.00% | 1 | 6,123 | 97,522 | 2,199 | 7,383 | ||||||||||||||||
| Individual Investors | ||||||||||||||||||||||
| Ballard Bocks | 49.90% | 2 | 62,140 | 120,379 | 1,486 | 3,297 | ||||||||||||||||
| Town & Country Center | 35.00% | 1 | 42,074 | 224,579 | 1,075 | 3,136 | ||||||||||||||||
| Others(1) | 11.80% - 66.67% | 10 | 65,858 | 208,006 | 6,507 | 19,770 | ||||||||||||||||
| Total investments in real estate partnerships | 101 | $ | 370,605 | 2,689,993 | 50,541 | 135,138 |
(1)
New York Common Retirement Fund (NYC) and RegCal, LLC (RegCal) no longer have any operating properties and any residual balances have been included in Others as of December 31, 2023. The residual balances are primarily made up of the Company’s share of remaining working capital.
| 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 2024.
(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.
REGENCY CENTERS CORPORATION AND REGENCY CENTERS, L.P.
Notes to Consolidated Financial Statements
December 31, 2023
The summarized balance sheet information for the investments in real estate partnerships, on a combined basis, is as follows:
| December 31, | ||||||||
| (in thousands) | 2023 | 2022 | ||||||
| Investments in real estate, net | $ | 2,432,859 | 2,359,289 | |||||
| Acquired lease intangible assets, net | 16,723 | 16,821 | ||||||
| Other assets | 240,411 | 231,895 | ||||||
| Total assets | $ | 2,689,993 | 2,608,005 | |||||
| Notes payable | $ | 1,499,702 | 1,398,297 | |||||
| Acquired lease intangible liabilities, net | 15,112 | 17,619 | ||||||
| Other liabilities | 80,457 | 81,714 | ||||||
| Capital - Regency | 418,205 | 412,784 | ||||||
| Capital - Third parties | 676,517 | 697,591 | ||||||
| Total liabilities and capital | $ | 2,689,993 | 2,608,005 |
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) | 2023 | 2022 | ||||||
| Capital - Regency | $ | 418,205 | 412,784 | |||||
| Basis difference | (47,600 | ) | (62,407 | ) | ||||
| Investments in real estate partnerships | $ | 370,605 | 350,377 |
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) | 2023 | 2022 | 2021 | |||||||||
| Total revenues | $ | 390,843 | 378,096 | 416,222 | ||||||||
| Operating expenses: | ||||||||||||
| Depreciation and amortization | 88,974 | 86,193 | 94,026 | |||||||||
| Property operating expense | 65,509 | 61,224 | 66,061 | |||||||||
| Real estate taxes | 47,529 | 42,010 | 54,618 | |||||||||
| General and administrative | 5,008 | 5,615 | 5,837 | |||||||||
| Other operating expenses | 3,119 | 3,851 | 3,624 | |||||||||
| Total operating expenses | $ | 210,139 | 198,893 | 224,166 | ||||||||
| Other expense (income): | ||||||||||||
| Interest expense, net | 56,706 | 54,874 | 58,109 | |||||||||
| Gain on sale of real estate | (11,140 | ) | (49,424 | ) | (75,162 | ) | ||||||
| Early extinguishment of debt | — | 587 | — | |||||||||
| Provision for impairment | — | — | 9,833 | |||||||||
| Total other expense (income) | 45,566 | 6,037 | (7,220 | ) | ||||||||
| Net income of the Partnerships | $ | 135,138 | 173,166 | 199,276 | ||||||||
| The Company's share of net income of the Partnerships | $ | 50,541 | 59,824 | 47,086 |
REGENCY CENTERS CORPORATION AND REGENCY CENTERS, L.P.
Notes to Consolidated Financial Statements
December 31, 2023
Acquisitions
The following table provides a summary of shopping centers and land parcels acquired through our unconsolidated real estate partnerships for the periods set forth below:
| (in thousands) | Year ended December 31, 2023 | |||||||||||||||||||||||||
| Date Purchased | Property Name | City/State | Property Type | Real Estate Partner | Ownership % | Purchase Price (1) | Debt Assumed, Net of Premiums (1) | Intangible Assets (1) | Intangible Liabilities (1) | |||||||||||||||||
| 9/19/2023 | Old Town Square | Chicago, IL | Operating | Other | 20% | 27,510 | — | 3,625 | 503 | |||||||||||||||||
| Total property acquisitions | $ | 27,510 | — | 3,625 | 503 |
(1)
Amounts reflected for purchase price and allocation are reflected at 100%.
| (in thousands) | Year ended December 31, 2022 | |||||||||||||||||||||||||
| Date Purchased | Property Name | City/State | Property Type | Real Estate 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) | 2023 | 2022 | 2021 | |||||||||
| Proceeds from sale of real estate investments | $ | 30,659 | 116,377 | 224,708 | ||||||||
| Gain on sale of real estate | $ | 11,140 | 49,424 | 75,162 | ||||||||
| The Company's share of gain on sale of real estate | $ | 3,161 | 12,748 | 9,380 | ||||||||
| Number of operating properties sold | 1 | 4 | 4 | |||||||||
| Number of land out-parcels sold | — | — | 1 |
Notes Payable
Scheduled principal repayments on notes payable held by our unconsolidated investments in real estate partnerships as of December 31, 2023, 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 | |||||||||||||||
| 2024 | $ | 3,718 | 33,690 | — | 37,408 | 14,678 | ||||||||||||||
| 2025 | 6,094 | 147,222 | — | 153,316 | 48,506 | |||||||||||||||
| 2026 | 7,393 | 233,147 | 41,800 | 282,340 | 89,520 | |||||||||||||||
| 2027 | 7,576 | 32,800 | — | 40,376 | 13,669 | |||||||||||||||
| 2028 | 4,267 | 246,605 | — | 250,872 | 92,027 | |||||||||||||||
| Beyond 5 Years | 6,688 | 739,324 | — | 746,012 | 280,328 | |||||||||||||||
| Net unamortized loan costs, debt premium / (discount) | — | (10,622 | ) | — | (10,622 | ) | (3,872 | ) | ||||||||||||
| Total notes payable | $ | 35,736 | 1,422,166 | 41,800 | 1,499,702 | 534,856 |
These fixed and variable rate notes payable are all non-recourse to the partnerships, and mature through 2034, with 95.4% having a weighted average fixed interest rate of 3.8%. The remaining notes payable float with SOFR and had a weighted average variable interest rate of 7.2% at December 31, 2023.
REGENCY CENTERS CORPORATION AND REGENCY CENTERS, L.P.
Notes to Consolidated Financial Statements
December 31, 2023
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 real estate partner was unable to fund its share of the capital requirements of the real estate 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 real estate partnerships, we receive fees as discussed in Note 1, as follows:
| Year ended December 31, | |||||||||||||
| (in thousands) | 2023 | 2022 | 2021 | ||||||||||
| Asset management, property management, leasing, and investment and financing services | $ | 26,954 | 25,851 | 40,301 | (1) |
(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, 2023 | December 31, 2022 | ||||||
| Goodwill | $ | 167,062 | 167,062 | |||||
| Investments | 51,992 | 54,581 | ||||||
| Prepaid and other | 40,635 | 28,615 | ||||||
| Derivative assets | 14,213 | 6,575 | ||||||
| Furniture, fixtures, and equipment, net | 6,662 | 5,808 | ||||||
| Deferred financing costs, net | 2,865 | 5,156 | ||||||
| Total other assets | $ | 283,429 | 267,797 |
The following table presents the goodwill balances and activity during the year to date periods ended:
| December 31, 2023 | December 31, 2022 | |||||||||||||||||||||||
| (in thousands) | Goodwill | Accumulated Impairment Losses | Total | Goodwill | Accumulated Impairment Losses | Total | ||||||||||||||||||
| Beginning of year balance | $ | 300,496 | (133,434 | ) | 167,062 | $ | 300,529 | (133,434 | ) | 167,095 | ||||||||||||||
| Goodwill allocated to Properties held for sale | (5,972 | ) | 5,972 | — | — | — | — | |||||||||||||||||
| Goodwill associated with disposed reporting units: | ||||||||||||||||||||||||
| Goodwill allocated to Gain on sale of real estate | — | — | — | (33 | ) | — | (33 | ) | ||||||||||||||||
| End of year balance | $ | 294,524 | (127,462 | ) | 167,062 | $ | 300,496 | (133,434 | ) | 167,062 |
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.
REGENCY CENTERS CORPORATION AND REGENCY CENTERS, L.P.
Notes to Consolidated Financial Statements
December 31, 2023
Acquired Lease Intangibles
The Company had the following acquired lease intangibles as of the periods set forth below:
| December 31, | ||||||||
| (in thousands) | 2023 | 2022 | ||||||
| In-place leases | $ | 543,892 | 452,868 | |||||
| Above-market leases | 103,896 | 82,930 | ||||||
| Total intangible assets | 647,788 | 535,798 | ||||||
| Accumulated amortization | (364,413 | ) | (338,053 | ) | ||||
| Acquired lease intangible assets, net | $ | 283,375 | 197,745 | |||||
| Below-market leases | 609,369 | 547,519 | ||||||
| Accumulated amortization | (211,067 | ) | (193,315 | ) | ||||
| Acquired lease intangible liabilities, net | $ | 398,302 | 354,204 |
The following table provides a summary of amortization and net accretion amounts from acquired lease intangibles:
| Year ended December 31, | ||||||||||||||
| (in thousands) | 2023 | 2022 | 2021 | Line item in Consolidated Statements of Operations | ||||||||||
| In-place lease amortization | $ | 44,102 | 34,568 | 33,621 | Depreciation and amortization | |||||||||
| Above-market lease amortization | 6,571 | 5,828 | 5,487 | Lease income | ||||||||||
| Acquired lease intangible asset amortization | $ | 50,673 | 40,396 | 39,108 | ||||||||||
| Below-market lease amortization | $ | 37,831 | 28,642 | 30,378 | Lease income |
The estimated aggregate amortization and net accretion amounts from acquired lease intangibles for the next five years are as follows:
| (in thousands) | ||||||||
| In Process Year Ending December 31, | Amortization of In-place lease intangibles | Net accretion of Above / Below market lease intangibles | ||||||
| 2024 | $ | 45,098 | 22,598 | |||||
| 2025 | 33,012 | 21,953 | ||||||
| 2026 | 26,791 | 21,216 | ||||||
| 2027 | 21,185 | 20,207 | ||||||
| 2028 | 16,764 | 20,065 |
Leases
Lessor Accounting
Substantially 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 lease contracts, 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 represent 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.
REGENCY CENTERS CORPORATION AND REGENCY CENTERS, L.P.
Notes to Consolidated Financial Statements
December 31, 2023
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, 2023 | December 31, 2022 | December 31, 2021 | |||||||||
| Operating lease income | ||||||||||||
| Fixed and in-substance fixed lease income | $ | 928,364 | 851,409 | 797,502 | ||||||||
| Variable lease income | 324,037 | 287,149 | 262,619 | |||||||||
| Other lease related income, net: | ||||||||||||
| Above/below market rent and tenant rent inducement amortization, net | 30,826 | 22,543 | 24,539 | |||||||||
| Uncollectible straight-line rent | 1,261 | 12,510 | 5,227 | |||||||||
| Uncollectible amounts billable in lease income | (549 | ) | 13,841 | 23,481 | ||||||||
| Total lease income | $ | 1,283,939 | 1,187,452 | 1,113,368 |
Future minimum rents under non-cancelable operating leases, excluding variable lease payments, are as follows:
| (in thousands) | ||||
| For the year ended December 31, | December 31, 2023 | |||
| 2024 | $ | 972,980 | ||
| 2025 | 872,330 | |||
| 2026 | 757,633 | |||
| 2027 | 633,290 | |||
| 2028 | 480,640 | |||
| Thereafter | 1,740,783 | |||
| Total | $ | 5,457,656 |
At December 31, 2023, the Company had one lease classified as a sales-type lease, with lease income recorded over the lease term in the form of variable interest income representing the constant periodic rate of return on the Company’s net investment in the lease, and fixed contractual obligations.
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 21 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 2121, 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 expenses are recognized on a straight-line basis over the term of the leases, including management's estimate of expected optional renewal periods, with ground lease expense presented within Property operating expense, and office lease expense presented within General and administrative in the accompanying Consolidated Statements of Operations.
REGENCY CENTERS CORPORATION AND REGENCY CENTERS, L.P.
Notes to Consolidated Financial Statements
December 31, 2023
Operating lease expense under the Company's ground and office leases were 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, 2023 | December 31, 2022 | December 31, 2021 | |||||||||
| Fixed operating lease expense | ||||||||||||
| Ground leases | $ | 14,727 | 13,759 | 13,862 | ||||||||
| Office leases | 4,103 | 4,162 | 4,309 | |||||||||
| Total fixed operating lease expense | 18,830 | 17,921 | 18,171 | |||||||||
| Variable lease expense | ||||||||||||
| Ground leases | 1,586 | 1,591 | 1,032 | |||||||||
| Office leases | 729 | 611 | 615 | |||||||||
| Total variable lease expense | 2,315 | 2,202 | 1,647 | |||||||||
| Total lease expense | $ | 21,145 | 20,123 | 19,818 | ||||||||
| Cash paid for amounts included in the measurement of operating lease liabilities | ||||||||||||
| Operating cash flows for operating leases | $ | 15,823 | 14,656 | 15,165 |
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, 2023, 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 | |||||||||
| 2024 | $ | 12,955 | 3,082 | 16,037 | ||||||||
| 2025 | 12,962 | 3,464 | 16,426 | |||||||||
| 2026 | 12,883 | 3,331 | 16,214 | |||||||||
| 2027 | 12,909 | 2,151 | 15,060 | |||||||||
| 2028 | 13,051 | 1,305 | 14,356 | |||||||||
| Thereafter | 702,602 | 312 | 702,914 | |||||||||
| Total undiscounted lease liabilities | $ | 767,362 | 13,645 | 781,007 | ||||||||
| Present value discount | (533,777 | ) | (1,167 | ) | (534,944 | ) | ||||||
| Lease liabilities | $ | 233,585 | 12,478 | 246,063 | ||||||||
| Weighted average discount rate | 5.5 | % | 3.7 | % | ||||||||
| Weighted average remaining term (in years) | 49.4 | 4.1 |
- 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 stock:
| Year ended December 31, | |||||||||||||
| 2023 | 2022 | 2021 | |||||||||||
| Dividend per share | $ | 2.56 | (1) | 2.53 | (2) | 2.53 | (3) | ||||||
| Ordinary income | 100 | % | 100 | % | 92 | % | |||||||
| Capital gain (4) | — | % | — | % | 8 | % | |||||||
| Additional tax status information: | |||||||||||||
| Qualified dividend income | — | % | — | % | 1 | % | |||||||
| Section 199A dividend | 100 | % | 100 | % | 91 | % | |||||||
| Section 897 ordinary dividends | — | % | — | % | 2 | % | |||||||
| Section 897 capital gains | — | % | — | % | 4 | % |
(1)
During 2023, the Company declared four quarterly dividends, the last of which was paid on January 3, 2024, with a portion allocated to the 2023 dividend period, and the balance allocated to 2024.
(2)
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.
(3)
During 2021, the Company declared four quarterly dividends, the last of which was paid on January 5, 2022, with a portion allocated to the 2021 dividend period, and the balance allocated to 2022.
(4)
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).
REGENCY CENTERS CORPORATION AND REGENCY CENTERS, L.P.
Notes to Consolidated Financial Statements
December 31, 2023
The following table summarizes the tax status of dividends paid on our Series A preferred stock:
| Year ended December 31, | ||||
| 2023 | ||||
| Dividend per share | $ | 0.39 | ||
| Ordinary income | 100 | % | ||
| Capital gain | — | % | ||
| Additional tax status information: | ||||
| Qualified dividend income | — | % | ||
| Section 199A dividend | 100 | % | ||
| Section 897 ordinary dividends | — | % | ||
| Section 897 capital gains | — | % |
The following table summarizes the tax status of dividends paid on our Series B preferred stock:
| Year ended December 31, | ||||
| 2023 | ||||
| Dividend per share | $ | 0.37 | ||
| Ordinary income | 100 | % | ||
| Capital gain | — | % | ||
| Additional tax status information: | ||||
| Qualified dividend income | — | % | ||
| Section 199A dividend | 100 | % | ||
| Section 897 ordinary dividends | — | % | ||
| Section 897 capital gains | — | % |
Our consolidated expense (benefit) for income taxes for the years ended December 31, 2023, 2022, and 2021 was as follows:
| Year ended December 31, | ||||||||||||
| (in thousands) | 2023 | 2022 | 2021 | |||||||||
| Income tax expense (benefit): | ||||||||||||
| Current | $ | 796 | (332 | ) | 620 | |||||||
| Deferred | 99 | 293 | 421 | |||||||||
| Total income tax expense (benefit) (1) | $ | 895 | (39 | ) | 1,041 |
(1)
Included within Other operating expenses in the Consolidated Statements of Operations.
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) | 2023 | 2022 | 2021 | |||||||||
| Computed expected tax expense (benefit) | $ | 371 | 504 | 544 | ||||||||
| State income tax, net of federal benefit | 60 | 52 | 477 | |||||||||
| Valuation allowance | 227 | (323 | ) | 15 | ||||||||
| Permanent items | 2 | 1 | 1 | |||||||||
| All other items | 235 | (273 | ) | 4 | ||||||||
| Total income tax expense (1) | 895 | (39 | ) | 1,041 | ||||||||
| Income tax expense attributable to operations (1) | $ | 895 | (39 | ) | 1,041 |
(1)
Included within Other operating expenses in the Consolidated Statements of Operations.
REGENCY CENTERS CORPORATION AND REGENCY CENTERS, L.P.
Notes to Consolidated Financial Statements
December 31, 2023
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) | 2023 | 2022 | ||||||
| Deferred tax assets | ||||||||
| Other | 1,893 | 1,007 | ||||||
| Deferred tax assets | 1,893 | 1,007 | ||||||
| Valuation allowance | (1,893 | ) | (1,007 | ) | ||||
| Deferred tax assets, net | $ | — | — | |||||
| Deferred tax liabilities | ||||||||
| Fixed assets | (12,563 | ) | (12,527 | ) | ||||
| Other | (780 | ) | (61 | ) | ||||
| Deferred tax liabilities | (13,343 | ) | (12,588 | ) | ||||
| Net deferred tax liabilities | $ | (13,343 | ) | (12,588 | ) |
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 Facility
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) | 2023 | 2022 | ||||||||||||
| Notes payable: | ||||||||||||||
| Fixed rate mortgage loans | 6/1/2037 | 3.8% | 4.2% | $ | 449,615 | 342,135 | ||||||||
| Variable rate mortgage loans (1) | 1/31/2032 | 4.2% | 4.3% | 299,579 | 136,246 | |||||||||
| Fixed rate unsecured debt | 3/15/2049 | 3.8% | 4.0% | 3,252,755 | 3,248,373 | |||||||||
| Total notes payable | 4,001,949 | 3,726,754 | ||||||||||||
| Unsecured credit facilities: | ||||||||||||||
| $1.25 Billion Line of Credit (the "Line") (2) | 3/23/2025 | 6.3% | 6.6% | 152,000 | — | |||||||||
| Total unsecured credit facilities | 152,000 | — | ||||||||||||
| Total debt outstanding | $ | 4,153,949 | 3,726,754 |
(1)
As of December 31, 2023, 15 of these 17 variable rate loans, representing $294.9 million of debt in the aggregate, have interest rate swaps in place to mitigate interest rate fluctuation risk. Based on these swap agreements, the effective fixed rates of the 15 loans range from 2.5% to 6.7%.
(2)
Weighted average effective rate for the Line is calculated based on a fully drawn Line balance using the period end variable rate. In January 2024, the Company amended its Line to, among other items, increase the borrowing capacity to $1.5 billion and to extend the expiration date to March, 2028 with the option to extend the expiration for two additional six-month period.
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, 2023, 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, 2023
Unsecured Credit Facilities
The Company has an unsecured line of credit commitment (the "Line") with a syndicate of banks. At December 31, 2023, 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 SOFR plus a 0.10% market adjustment and an applicable margin of 0.865%, and is subject to a commitment fee of 0.15%. Both the applicable margin and the commitment fee are based on the Company's corporate credit rating.
The Company is required to comply with certain financial covenants as defined in the Line credit agreement, such as Ratio of Indebtedness to Total Asset Value ("TAV"), Ratio of Unsecured Indebtedness to Unencumbered Asset Value, Ratio of Adjusted EBITDA to Fixed Charges, Ratio of Secured Indebtedness to TAV, Ratio of Unencumbered Net Operating Income to Unsecured Interest Expense, and other covenants customary with this type of unsecured financing. As of December 31, 2023, the Company is in compliance with all financial covenants for the Line.
On January 8, 2024, the Company priced a public offering of $400 million of senior unsecured debt due in 2034, and were issued at 99.617% of par value with a coupon of 5.250%.
On January 18, 2024, the Company entered into a Sixth Amended and Restated Credit Agreement (the "Credit Agreement"), with the financial institutions party thereto, as Lenders, and Wells Fargo Bank, National Association, as Administrative Agent. The Credit Agreement provides for an unsecured revolving credit facility in the amount of $1.50 billion for a term of four years (plus two six-month extension options) and includes an accordion feature which permits the borrower to request increases in the size of the revolving loan facility by up to an additional $1.50 billion. The interest rate on the revolving credit facility is equal to the Secured Overnight Financing Rate ("SOFR") plus a margin that is determined based on the borrower’s long-term unsecured debt ratings and ratio of indebtedness to total asset value. At the time of the closing, the effective interest rate was SOFR plus a credit spread adjustment of 10 basis points plus a margin of 72.5 basis points. The Credit Agreement also incorporates sustainability-linked adjustments to the interest rate, which provide for upward or downward adjustments to the applicable margin if the Company achieves, or fails to achieve, certain specified targets based on Scope 1 and Scope 2 emission standards as set forth in the Credit Agreement. At the time of the closing, a 1 basis point downward sustainability-linked adjustment to the interest rate was applicable. The maturity date of the Credit Agreement is March 23, 2028 with the option to extend the expiration for two additional six month periods.
Scheduled principal payments and maturities on notes payable and unsecured credit facilities were as follows:
| (in thousands) | December 31, 2023 | |||||||||||||||
| Scheduled Principal Payments and Maturities by Year: | Scheduled Principal Payments | Mortgage Loan Maturities | Unsecured Maturities (1) | Total | ||||||||||||
| 2024 | $ | 12,398 | 133,580 | 250,000 | 395,978 | |||||||||||
| 2025 | 11,094 | 52,537 | 402,000 | 465,631 | ||||||||||||
| 2026 | 11,426 | 147,847 | 200,000 | 359,273 | ||||||||||||
| 2027 | 8,612 | 222,558 | 525,000 | 756,170 | ||||||||||||
| 2028 | 7,011 | 36,570 | 300,000 | 343,581 | ||||||||||||
| Beyond 5 Years | 8,070 | 106,130 | 1,750,000 | 1,864,200 | ||||||||||||
| Unamortized debt premium/(discount) and issuance costs | — | (8,640 | ) | (22,244 | ) | (30,884 | ) | |||||||||
| Total | $ | 58,611 | 690,582 | 3,404,756 | 4,153,949 |
(1)
Includes unsecured public and private debt and unsecured credit facilities.
REGENCY CENTERS CORPORATION AND REGENCY CENTERS, L.P.
Notes to Consolidated Financial Statements
December 31, 2023
In connection with the acquisition of UBP on August 18, 2023, the Company completed the following debt transactions:
Assumed fixed rate debt of $130.0 million in the aggregate (including a mark to market debt discount of $13.6 million) that, on a property-by-property basis, encumbers 11 operating properties, and includes one unsecured note. This indebtedness has scheduled maturity dates ranging from August 2024 to June 2037, and accrues interest at rates ranging from 3.5% to 5.6% per annum.
Assumed variable rate debt of $154.7 million in the aggregate (including a mark to market debt premium of $1.1 million) that collectively encumbers 9 operating properties. This indebtedness has interest rate swaps in place to mitigate rate fluctuation risk. Based on these swap agreements, the effective fixed rates range from 3.1% to 4.8% per annum. The scheduled maturity dates range from August 2024 to January 2032.
The Company was in compliance as of December 31, 2023, with all financial and other covenants under its unsecured public and private placement debt and unsecured credit facilities.
Derivative 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.
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 | 2023 | 2022 | ||||||||||||
| 12/1/22 | 3/17/25 | 24,000 | SOFR | 1.443% | 873 | 1,443 | ||||||||||||
| 12/16/22 | 6/2/27 | 34,873 | SOFR | 2.261% | 1,540 | 2,158 | ||||||||||||
| 1/17/23(2) | 8/15/24 | 13,033 | SOFR | 3.995% | 196 | - | ||||||||||||
| 7/17/17(2) | 7/1/27 | 43,150 | SOFR | 1.498% | 3,041 | - | ||||||||||||
| 9/21/16(2) | 10/1/26 | 8,768 | SOFR | 1.475% | 526 | - | ||||||||||||
| 8/16/18(2) | 8/15/28 | 8,764 | SOFR | 4.830% | 214 | - | ||||||||||||
| 3/18/19(2) | 4/1/29 | 23,078 | SOFR | 3.165% | 473 | - | ||||||||||||
| 2/1/22(2) | 2/1/32 | 33,667 | SOFR | 3.053% | 4,879 | - | ||||||||||||
| 1/3/23(2) | 7/1/29 | 10,944 | SOFR | 3.633% | 861 | - | ||||||||||||
| 1/3/23(2) | 11/1/24 | 5,000 | SOFR | 3.705% | 106 | - | ||||||||||||
| 2/24/23 | 12/31/26 | 15,342 | SOFR | 4.229% | (212 | ) | 152 | |||||||||||
| 2/21/23 | 12/21/26 | 24,365 | SOFR | 1.684% | 1,386 | 1,939 | ||||||||||||
| 9/19/23 | 9/19/28 | 30,919 | SOFR | 4.314% | (1,008 | ) | 883 | |||||||||||
| 10/31/17(2) | 10/1/24 | 6,025 | SOFR | 2.334% | 118 | - | ||||||||||||
| 12/1/23 | 12/1/26 | 13,000 | SOFR | 4.060% | (115 | ) | - | |||||||||||
| Total derivative financial instruments | $ | 12,878 | 6,575 |
(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)
Derivative instruments assumed as part of the UBP acquisitions.
REGENCY CENTERS CORPORATION AND REGENCY CENTERS, L.P.
Notes to Consolidated Financial Statements
December 31, 2023
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, 2023, 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 ("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) | 2023 | 2022 | 2021 | 2023 | 2022 | 2021 | 2023 | 2022 | 2021 | |||||||||||||||||||||||||||||||
| Interest rate swaps | $ | (2,448 | ) | 20,061 | 5,391 | Interest expense, net | $ | (7,536 | ) | 833 | 4,141 | Interest expense, net | $ | 154,249 | 146,186 | 145,170 | ||||||||||||||||||||||||
| Early extinguishment of debt | $ | (99 | ) | — | — |
As of December 31, 2023, the Company expects approximately $10.6 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.
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 approximate their fair values, except for the following:
| December 31, | ||||||||||||||||
| 2023 | 2022 | |||||||||||||||
| (in thousands) | Carrying Amount | Fair Value | Carrying Amount | Fair Value | ||||||||||||
| Financial assets: | ||||||||||||||||
| Notes receivable | $ | 2,109 | 2,109 | $ | — | — | ||||||||||
| Financial liabilities: | ||||||||||||||||
| Notes payable, net | $ | 4,001,949 | 3,763,152 | $ | 3,726,754 | 3,333,378 | ||||||||||
| Unsecured credit facilities | $ | 152,000 | 152,000 | $ | — | — |
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, 2023 and 2022, 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, appropriate 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.
REGENCY CENTERS CORPORATION AND REGENCY CENTERS, L.P.
Notes to Consolidated Financial Statements
December 31, 2023
(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 (income) loss in the accompanying Consolidated Statements of Operations, and include unrealized gains of $4.2 million for the year ended December 31, 2023, unrealized losses of $8.0 million for the year ended December 31, 2022 and unrealized gains of $1.7 million for the year ended December 31, 2021.
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.
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, 2023 | ||||||||||||||||
| (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 | $ | 37,039 | 37,039 | — | — | |||||||||||
| Available-for-sale debt securities | 14,953 | — | 14,953 | — | ||||||||||||
| Interest rate derivatives | 14,213 | — | 14,213 | — | ||||||||||||
| Total | $ | 66,205 | 37,039 | 29,166 | — | |||||||||||
| Liabilities: | ||||||||||||||||
| Interest rate derivatives | $ | (1,335 | ) | — | (1,335 | ) | — |
REGENCY CENTERS CORPORATION AND REGENCY CENTERS, L.P.
Notes to Consolidated Financial Statements
December 31, 2023
| 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 | — |
During the year ended December 31, 2023 and December 31, 2022, there were no real estate assets re-measured to estimated fair value on a nonrecurring basis.
Equity and Capital
UBP Acquisition
See Note 1 — Acquisition of Urstadt Biddle Properties Inc, for discussion regarding UBP acquisition.
Preferred Stock of the Parent Company
Terms and conditions of the preferred stock outstanding are summarized as follows:
| Preferred Stock Outstanding as of December 31, 2023 | |||||||||||||
| Date of Issuance | Shares Issued and Outstanding | Liquidation Preference | Distribution Rate | Callable By Company | |||||||||
| Series A | 8/18/2023 | 4,600,000 | $ | 115,000,000 | 6.250% | On demand | |||||||
| Series B | 8/18/2023 | 4,400,000 | 110,000,000 | 5.875% | On or after 10/1/2024 | ||||||||
| 9,000,000 | $ | 225,000,000 |
Each series of Preferred Stock is non-voting, has no stated maturity and is redeemable for cash at $25.00 per share at the Company's option, except that the Parent Company Series B preferred stock is not redeemable until on or after October 1, 2024. The holders of the Preferred Stock have general preference rights over common stock holders with respect to liquidation and quarterly distributions. Except under certain limited conditions, holders of the Preferred Stock will not be entitled to vote. In the event of a cumulative arrearage equal to six quarterly dividends, holders of the Preferred Stock (voting as a single class without regard to series) will have the right to elect two additional members to serve on the Company's Board of Directors until the arrearage has been cured. Upon the occurrence of a Change of Control, as defined in the Company's Articles of Incorporation, the holders of the Preferred Stock will have the right to convert all or part of the shares of the Preferred Stock held by such holders on the applicable conversion date into a number of shares of Common Stock.
Dividends Declared
On February 7, 2024, the Board:
Declared a dividend on the Series A Preferred Stock, which will be paid at a rate of $0.390625 per share on April 30, 2024. The dividend will be payable to holders of record of the Series A Preferred Stock as of the close of business on April 15, 2024; and
Declared a dividend on the Series B Preferred Stock, which will be paid at a rate of $0.367200 per share on April 30, 2024 The dividend will be payable to holders of record of the Series B Preferred Stock as of the close of business on April 15, 2024.
REGENCY CENTERS CORPORATION AND REGENCY CENTERS, L.P.
Notes to Consolidated Financial Statements
December 31, 2023
Common Stock of the Parent Company
Dividends Declared
On February 7, 2024, the Board declared a common stock dividend of $0.67 per share, payable on April 3, 2024, to shareholders of record as of March 13, 2024.
At the Market ("ATM") Program
Under the Parent Company's ATM program, as authorized by the Board, the Parent Company may sell up to $500 million of common stock at prices determined by the market at the time of sale. The timing of sales, if any, will be dependent on market conditions and other factors. No sales occurred under the ATM program during 2023. As of December 31, 2023, $500 million of common stock remained available for issuance under this ATM equity program.
Stock Repurchase Program
The Board has authorized a two-year common stock 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 (referred to as the "Repurchase Program"). The timing and price of stock repurchases, if any will be dependent upon market conditions and other factors. The stock repurchased, if not retired, would be treated as treasury stock. The Board's authorization for this Repurchase Program will expire on February 7, 2025, unless modified, extended or earlier terminated by the Board.
During the year ended December 31, 2023, the Company executed multiple trades to repurchase 349,519 common shares under the Repurchase Program for a total of $20.0 million at a weighted average price of $57.22 per share. All repurchased shares were retired on the respective settlement dates. At December 31, 2023, $230.0 million remained available under this Repurchase Program.
Preferred Units of the Operating Partnership
The number of Series A Preferred Units and Series B Preferred Units, respectively, issued by RCLP is equal to the number of Series A Preferred Stock and Series B Preferred Stock, respectively, issued by the Company.
Common Units of the Operating Partnership
Common Units are issued, or redeemed and retired, for each share of Parent Company stock issued or redeemed, or retired, as described above. During the year ended December 31, 2023, the Operating Partnership issued 520,589 exchangeable operating partnership units, valued at $31.3 million, as partial purchase price consideration for the acquisition of two properties. In addition, 3,340 Partnership Units were converted to Parent Company common stock, and 151,228 Partnership Units were converted to $9.2 million in cash at the Parent Company's election.
General Partners
The Parent Company, as general partner, owned the following Partnership Units outstanding:
| December 31, | ||||||||
| (in thousands) | 2023 | 2022 | ||||||
| Partnership units owned by the general partner | 184,581 | 171,125 | ||||||
| Partnership units owned by the limited partners | 1,108 | 741 | ||||||
| Total partnership units outstanding | 185,689 | 171,866 | ||||||
| Percentage of partnership units owned by the general partner | 99.4 | % | 99.6 | % |
REGENCY CENTERS CORPORATION AND REGENCY CENTERS, L.P.
Notes to Consolidated Financial Statements
December 31, 2023
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) | 2023 | 2022 | 2021 | |||||||||
| Restricted stock (1) | $ | 17,277 | 16,667 | 12,651 | ||||||||
| Directors' fees paid in common stock and other employee stock grants | 590 | 589 | 530 | |||||||||
| Capitalized stock-based compensation | (954 | ) | (735 | ) | (666 | ) | ||||||
| Stock-based compensation, net of capitalization | $ | 16,913 | 16,521 | 12,515 |
(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, 2023, 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, 2023
The following table summarizes non-vested restricted stock activity:
| Year ended December 31, 2023 | ||||||||||||
| Number of Shares | Intrinsic Value (in thousands) | Weighted Average Grant Price | ||||||||||
| Non-vested as of December 31, 2022 | 711,699 | |||||||||||
| Time-based awards granted (1) (4) | 162,616 | $ | 66.62 | |||||||||
| Performance-based awards granted (2) (4) | 15,882 | $ | 67.53 | |||||||||
| Market-based awards granted (3) (4) | 129,305 | $ | 70.47 | |||||||||
| Change in market-based awards earned for performance (3) | 36,483 | $ | 66.78 | |||||||||
| Vested (5) | (299,938 | ) | $ | 65.74 | ||||||||
| Forfeited | (1,529 | ) | $ | 65.38 | ||||||||
| Non-vested as of December 31, 2023 (6) | 754,518 | $ | 50,553 |
(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, | ||||||||||||
| 2023 | 2022 | 2021 | ||||||||||
| Volatility | 45.50 | % | 43.10 | % | 42.60 | % | ||||||
| Risk free interest rate | 3.75 | % | 1.39 | % | 0.18 | % |
(4)
The weighted-average grant price for restricted stock granted during the years is summarized below:
| Year ended December 31, | ||||||||||||
| 2023 | 2022 | 2021 | ||||||||||
| Weighted-average grant price for restricted stock | $ | 68.28 | $ | 72.86 | $ | 46.55 |
(5)
The total intrinsic value of restricted stock vested during the years is summarized below (in thousands):
| Year ended December 31, | ||||||||||||
| 2023 | 2022 | 2021 | ||||||||||
| Intrinsic value of restricted stock vested | $ | 19,717 | $ | 17,797 | $ | 10,939 |
(6)
As of December 31, 2023, there was $20.3 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, 2023
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, 2023. 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 $5.3 million, $4.4 million, and $4.1 million for the years ended December 31, 2023, 2022, and 2021, 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) | 2023 | 2022 | Location in Consolidated Balance Sheets | |||||||
| Assets: | ||||||||||
| Securities | $ | 31,852 | 36,163 | Other assets | ||||||
| Liabilities: | ||||||||||
| Deferred compensation obligation | $ | 31,770 | 36,085 | Accounts payable and other liabilities |
Realized and unrealized gains and losses on securities held in the NQDCP are recognized within Net investment (income) loss 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 shareholders' 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) | 2023 | 2022 | 2021 | |||||||||
| Numerator: | ||||||||||||
| Income attributable to common shareholders - basic | $ | 359,500 | 482,865 | 361,411 | ||||||||
| Income attributable to common shareholders - diluted | $ | 359,500 | 482,865 | 361,411 | ||||||||
| Denominator: | ||||||||||||
| Weighted average common shares outstanding for basic EPS | 176,085 | 171,404 | 170,236 | |||||||||
| Weighted average common shares outstanding for diluted EPS (1) (2) | 176,371 | 171,791 | 170,694 | |||||||||
| Income per common share – basic | $ | 2.04 | 2.82 | 2.12 | ||||||||
| Income per common share – diluted | $ | 2.04 | 2.81 | 2.12 |
(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, 2023
The effect of the assumed conversion of certain convertible units had an anti-dilutive effect upon the calculation of income to the common shareholders per share. Accordingly, the impact of such conversions has not been included in the determination of diluted income per share calculations.
Operating Partnership Earnings per Unit
The following summarizes the calculation of basic and diluted earnings per unit ("EPU"):
| Year ended December 31, | ||||||||||||
| (in thousands, except per share data) | 2023 | 2022 | 2021 | |||||||||
| Numerator: | ||||||||||||
| Income attributable to common unit holders - basic | $ | 361,508 | 484,970 | 363,026 | ||||||||
| Income attributable to common unit holders - diluted | $ | 361,508 | 484,970 | 363,026 | ||||||||
| Denominator: | ||||||||||||
| Weighted average common units outstanding for basic EPU | 177,038 | 172,152 | 170,998 | |||||||||
| Weighted average common units outstanding for diluted EPU (1) (2) | 177,324 | 172,540 | 171,456 | |||||||||
| Income per common unit – basic | $ | 2.04 | 2.82 | 2.12 | ||||||||
| Income per common unit – diluted | $ | 2.04 | 2.81 | 2.12 |
(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.
The effect of the assumed conversion of certain convertible units had an anti-dilutive effect upon the calculation of income to the common unit holders per share. Accordingly, the impact of such conversions has not been included in the determination of diluted income per unit calculations.
Commitments and Contingencies
Litigation
The Company is a party to litigation, and is subject to other disputes, in each case 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. With respect to applicability to the Company, these pertain 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 uses. 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 aggregate 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 subsidiary and to facilitate the construction of development projects. The Company had $8.5 million and $9.4 million in letters of credit outstanding as of December 31, 2023, and 2022, respectively.
REGENCY CENTERS CORPORATION AND REGENCY CENTERS, L.P.
Schedule III - Consolidated Real Estate and Accumulated Depreciation
December 31, 2023
(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 or Encumbrances | |||||||||||||||||||||||||||
| 101 7th Avenue | $ | 48,340 | 34,895 | (57,260 | ) | 15,378 | 10,597 | 25,975 | (1,818 | ) | 24,157 | — | ||||||||||||||||||||||||
| 111 Kraft Avenue | 1,220 | 3,932 | — | 1,220 | 3,932 | 5,152 | (39 | ) | 5,113 | — | ||||||||||||||||||||||||||
| 1175 Third Avenue | 40,560 | 25,617 | 866 | 40,560 | 26,483 | 67,043 | (4,243 | ) | 62,800 | — | ||||||||||||||||||||||||||
| 1225-1239 Second Ave | 23,033 | 17,173 | (33 | ) | 23,033 | 17,140 | 40,173 | (3,637 | ) | 36,536 | — | |||||||||||||||||||||||||
| 200 Potrero | 4,860 | 2,251 | 135 | 4,860 | 2,386 | 7,246 | (535 | ) | 6,711 | — | ||||||||||||||||||||||||||
| 22 Crescent Road | 2,198 | 272 | (318 | ) | 2,152 | — | 2,152 | — | 2,152 | — | ||||||||||||||||||||||||||
| 25 Valley Drive | 3,141 | 2,945 | — | 3,141 | 2,945 | 6,086 | (37 | ) | 6,049 | — | ||||||||||||||||||||||||||
| 260-270 Sawmill Road | 3,943 | 58 | — | 3,943 | 58 | 4,001 | (1 | ) | 4,000 | — | ||||||||||||||||||||||||||
| 27 Purchase Street | 903 | 2,239 | — | 903 | 2,239 | 3,142 | (21 | ) | 3,121 | — | ||||||||||||||||||||||||||
| 321-323 Railroad Ave | 3,044 | 2,414 | 1 | 3,044 | 2,415 | 5,459 | (29 | ) | 5,430 | — | ||||||||||||||||||||||||||
| 410 South Broadway | 2,372 | 1,603 | — | 2,372 | 1,603 | 3,975 | (15 | ) | 3,960 | — | ||||||||||||||||||||||||||
| 470 Main Street | 1,021 | 4,361 | (1 | ) | 1,021 | 4,360 | 5,381 | (70 | ) | 5,311 | — | |||||||||||||||||||||||||
| 48 Purchase Street | 1,214 | 4,414 | 6 | 1,214 | 4,420 | 5,634 | (42 | ) | 5,592 | — | ||||||||||||||||||||||||||
| 4S Commons Town Center | 30,760 | 35,830 | 3,021 | 30,812 | 38,799 | 69,611 | (30,862 | ) | 38,749 | (79,032 | ) | |||||||||||||||||||||||||
| 530 Old Post Rd | 1,673 | 552 | — | 1,673 | 552 | 2,225 | (11 | ) | 2,214 | — | ||||||||||||||||||||||||||
| 6401 Roosevelt | 2,685 | 934 | 288 | 2,685 | 1,222 | 3,907 | (139 | ) | 3,768 | — | ||||||||||||||||||||||||||
| 7 Riversville | 2,170 | 1,634 | — | 2,170 | 1,634 | 3,804 | (20 | ) | 3,784 | — | ||||||||||||||||||||||||||
| 90 - 30 Metropolitan Avenue | 16,614 | 24,171 | 343 | 16,614 | 24,514 | 41,128 | (4,940 | ) | 36,188 | — | ||||||||||||||||||||||||||
| 91 Danbury Road | 732 | 851 | 25 | 732 | 876 | 1,608 | (220 | ) | 1,388 | — | ||||||||||||||||||||||||||
| 970 High Ridge Center | 5,695 | 5,204 | (1 | ) | 5,695 | 5,203 | 10,898 | (67 | ) | 10,831 | — | |||||||||||||||||||||||||
| Airport Plaza | 1,293 | 11,119 | — | 1,293 | 11,119 | 12,412 | (119 | ) | 12,293 | — | ||||||||||||||||||||||||||
| Alafaya Village | 3,004 | 5,852 | 220 | 3,004 | 6,072 | 9,076 | (1,398 | ) | 7,678 | — | ||||||||||||||||||||||||||
| Alden Bridge | 17,014 | 21,958 | 623 | 17,014 | 22,581 | 39,595 | (2,363 | ) | 37,232 | (26,000 | ) | |||||||||||||||||||||||||
| Aldi Square | 6,394 | 1,704 | — | 6,394 | 1,704 | 8,098 | (41 | ) | 8,057 | — | ||||||||||||||||||||||||||
| Amerige Heights Town Center | 10,109 | 11,288 | 1,591 | 10,109 | 12,879 | 22,988 | (6,797 | ) | 16,191 | — | ||||||||||||||||||||||||||
| Anastasia Plaza | 9,065 | — | 1,270 | 3,338 | 6,997 | 10,335 | (4,250 | ) | 6,085 | — | ||||||||||||||||||||||||||
| Apple Valley Square | 5,438 | 21,328 | (33 | ) | 5,358 | 21,375 | 26,733 | (2,788 | ) | 23,945 | — | |||||||||||||||||||||||||
| Arcadian Shopping Center | 14,546 | 26,716 | 31 | 14,546 | 26,747 | 41,293 | (298 | ) | 40,995 | (13,033 | ) | |||||||||||||||||||||||||
| Ashford Place | 2,584 | 9,865 | 1,278 | 2,584 | 11,143 | 13,727 | (9,409 | ) | 4,318 | — | ||||||||||||||||||||||||||
| Atlantic Village | 4,282 | 18,827 | 2,145 | 4,868 | 20,386 | 25,254 | (6,183 | ) | 19,071 | — | ||||||||||||||||||||||||||
| Avenida Biscayne (fka Aventura Square) | 88,098 | 20,771 | 764 | 89,657 | 19,976 | 109,633 | (4,374 | ) | 105,259 | — | ||||||||||||||||||||||||||
| Aventura Shopping Center | 2,751 | 10,459 | 11,071 | 9,486 | 14,795 | 24,281 | (5,369 | ) | 18,912 | — | ||||||||||||||||||||||||||
| Baederwood Shopping Center | 12,016 | 33,556 | 887 | 12,016 | 34,443 | 46,459 | (2,158 | ) | 44,301 | (24,365 | ) | |||||||||||||||||||||||||
| Balboa Mesa Shopping Center | 23,074 | 33,838 | 14,113 | 27,758 | 43,267 | 71,025 | (21,154 | ) | 49,871 | — | ||||||||||||||||||||||||||
| Banco Popular Building | 2,160 | 1,137 | (1,294 | ) | 2,003 | — | 2,003 | — | 2,003 | — | ||||||||||||||||||||||||||
| Belleview Square | 8,132 | 9,756 | 5,081 | 8,323 | 14,646 | 22,969 | (10,673 | ) | 12,296 | — | ||||||||||||||||||||||||||
| Belmont Chase | 13,881 | 17,193 | (247 | ) | 14,372 | 16,455 | 30,827 | (9,231 | ) | 21,596 | — | |||||||||||||||||||||||||
| Berkshire Commons | 2,295 | 9,551 | 3,061 | 2,965 | 11,942 | 14,907 | (9,854 | ) | 5,053 | — | ||||||||||||||||||||||||||
| Bethany Park Place | 4,832 | 12,405 | 532 | 4,832 | 12,937 | 17,769 | (1,440 | ) | 16,329 | (10,200 | ) | |||||||||||||||||||||||||
| Bethel Hub Center | 1,738 | 3,918 | 88 | 1,738 | 4,006 | 5,744 | (47 | ) | 5,697 | — |
REGENCY CENTERS CORPORATION AND REGENCY CENTERS, L.P.
Schedule III - Consolidated Real Estate and Accumulated Depreciation
December 31, 2023
(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 or Encumbrances | |||||||||||||||||||||||||||
| Biltmore Shopping Center | 4,632 | 3,766 | 11 | 4,632 | 3,777 | 8,409 | (47 | ) | 8,362 | — | ||||||||||||||||||||||||||
| Bird 107 Plaza | 10,371 | 5,136 | 125 | 10,371 | 5,261 | 15,632 | (1,452 | ) | 14,180 | — | ||||||||||||||||||||||||||
| Bird Ludlam | 42,663 | 38,481 | 1,126 | 42,663 | 39,607 | 82,270 | (9,570 | ) | 72,700 | — | ||||||||||||||||||||||||||
| Black Rock | 22,251 | 20,815 | 587 | 22,251 | 21,402 | 43,653 | (7,461 | ) | 36,192 | (15,342 | ) | |||||||||||||||||||||||||
| Blakeney Town Center | 82,411 | 89,165 | 3,178 | 82,425 | 92,329 | 174,754 | (7,764 | ) | 166,990 | — | ||||||||||||||||||||||||||
| Bloomfield Crossing | 3,365 | 11,453 | — | 3,365 | 11,453 | 14,818 | (137 | ) | 14,681 | — | ||||||||||||||||||||||||||
| Bloomingdale Square | 3,940 | 14,912 | 23,012 | 8,639 | 33,225 | 41,864 | (13,921 | ) | 27,943 | — | ||||||||||||||||||||||||||
| Blossom Valley | 31,988 | 5,850 | 823 | 31,988 | 6,673 | 38,661 | (901 | ) | 37,760 | (22,300 | ) | |||||||||||||||||||||||||
| Boca Village Square | 43,888 | 9,726 | 353 | 43,888 | 10,079 | 53,967 | (3,389 | ) | 50,578 | — | ||||||||||||||||||||||||||
| Boonton ACME Shopping Center | 8,664 | 9,601 | — | 8,664 | 9,601 | 18,265 | (139 | ) | 18,126 | (10,585 | ) | |||||||||||||||||||||||||
| Boulevard Center | 3,659 | 10,787 | 3,750 | 3,659 | 14,537 | 18,196 | (9,678 | ) | 8,518 | — | ||||||||||||||||||||||||||
| Boynton Lakes Plaza | 2,628 | 11,236 | 5,218 | 3,606 | 15,476 | 19,082 | (9,941 | ) | 9,141 | — | ||||||||||||||||||||||||||
| Boynton Plaza | 12,879 | 20,713 | 597 | 12,879 | 21,310 | 34,189 | (5,343 | ) | 28,846 | — | ||||||||||||||||||||||||||
| Brentwood Plaza | 2,788 | 3,473 | 380 | 2,788 | 3,853 | 6,641 | (1,999 | ) | 4,642 | — | ||||||||||||||||||||||||||
| Briarcliff La Vista | 694 | 3,292 | 785 | 694 | 4,077 | 4,771 | (3,518 | ) | 1,253 | — | ||||||||||||||||||||||||||
| Briarcliff Village | 4,597 | 24,836 | 6,113 | 5,519 | 30,027 | 35,546 | (22,604 | ) | 12,942 | — | ||||||||||||||||||||||||||
| Brick Walk | 25,299 | 41,995 | 2,258 | 25,299 | 44,253 | 69,552 | (13,635 | ) | 55,917 | (30,919 | ) | |||||||||||||||||||||||||
| BridgeMill Market | 7,521 | 13,306 | 1,057 | 7,522 | 14,362 | 21,884 | (4,303 | ) | 17,581 | — | ||||||||||||||||||||||||||
| Bridgeton | 3,033 | 8,137 | 621 | 3,067 | 8,724 | 11,791 | (4,005 | ) | 7,786 | — | ||||||||||||||||||||||||||
| Brighten Park | 3,983 | 18,687 | 12,076 | 3,887 | 30,859 | 34,746 | (23,089 | ) | 11,657 | — | ||||||||||||||||||||||||||
| Broadway Plaza | 40,723 | 42,170 | 2,015 | 40,723 | 44,185 | 84,908 | (10,433 | ) | 74,475 | — | ||||||||||||||||||||||||||
| Brooklyn Station on Riverside | 7,019 | 8,688 | 353 | 6,998 | 9,062 | 16,060 | (3,453 | ) | 12,607 | — | ||||||||||||||||||||||||||
| Brookside Plaza | 35,161 | 17,494 | 5,966 | 36,163 | 22,458 | 58,621 | (7,166 | ) | 51,455 | — | ||||||||||||||||||||||||||
| Buckhead Court | 1,417 | 7,432 | 4,425 | 1,417 | 11,857 | 13,274 | (10,379 | ) | 2,895 | — | ||||||||||||||||||||||||||
| Buckhead Landing | 45,502 | 16,642 | (3,255 | ) | 42,552 | 16,337 | 58,889 | (8,210 | ) | 50,679 | — | |||||||||||||||||||||||||
| Buckhead Station | 70,411 | 36,518 | 937 | 70,448 | 37,418 | 107,866 | (10,853 | ) | 97,013 | — | ||||||||||||||||||||||||||
| Buckley Square | 2,970 | 5,978 | 1,424 | 2,970 | 7,402 | 10,372 | (5,222 | ) | 5,150 | — | ||||||||||||||||||||||||||
| Caligo Crossing | 2,459 | 4,897 | 163 | 2,546 | 4,973 | 7,519 | (4,274 | ) | 3,245 | — | ||||||||||||||||||||||||||
| Cambridge Square | 774 | 4,347 | 604 | 774 | 4,951 | 5,725 | (4,358 | ) | 1,367 | — | ||||||||||||||||||||||||||
| Carmel Commons | 2,466 | 12,548 | 5,844 | 3,422 | 17,436 | 20,858 | (12,733 | ) | 8,125 | — | ||||||||||||||||||||||||||
| Carmel ShopRite Plaza | 5,828 | 15,321 | — | 5,828 | 15,321 | 21,149 | (174 | ) | 20,975 | — | ||||||||||||||||||||||||||
| Carriage Gate | 833 | 4,974 | 3,233 | 1,302 | 7,738 | 9,040 | (7,541 | ) | 1,499 | — | ||||||||||||||||||||||||||
| Carytown Exchange | 24,121 | 21,263 | (44 | ) | 24,122 | 21,218 | 45,340 | (4,162 | ) | 41,178 | — | |||||||||||||||||||||||||
| Cashmere Corners | 3,187 | 9,397 | 686 | 3,187 | 10,083 | 13,270 | (3,127 | ) | 10,143 | — | ||||||||||||||||||||||||||
| Cedar Commons | 4,704 | 16,748 | 140 | 4,704 | 16,888 | 21,592 | (1,717 | ) | 19,875 | — | ||||||||||||||||||||||||||
| Cedar Hill Shopping Center | 7,266 | 9,372 | 35 | 7,280 | 9,393 | 16,673 | (120 | ) | 16,553 | (7,035 | ) | |||||||||||||||||||||||||
| Centerplace of Greeley III | 6,661 | 11,502 | 244 | 4,607 | 13,800 | 18,407 | (7,740 | ) | 10,667 | — | ||||||||||||||||||||||||||
| Charlotte Square | 1,141 | 6,845 | 1,511 | 1,141 | 8,356 | 9,497 | (2,794 | ) | 6,703 | — | ||||||||||||||||||||||||||
| Chasewood Plaza | 4,612 | 20,829 | 5,947 | 6,886 | 24,502 | 31,388 | (21,856 | ) | 9,532 | — | ||||||||||||||||||||||||||
| Chastain Square | 30,074 | 12,644 | 2,479 | 30,074 | 15,123 | 45,197 | (5,178 | ) | 40,019 | — | ||||||||||||||||||||||||||
| Cherry Grove | 3,533 | 15,862 | 5,763 | 3,533 | 21,625 | 25,158 | (14,466 | ) | 10,692 | — |
REGENCY CENTERS CORPORATION AND REGENCY CENTERS, L.P.
Schedule III - Consolidated Real Estate and Accumulated Depreciation
December 31, 2023
(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 or Encumbrances | |||||||||||||||||||||||||||
| Chilmark Shopping Center | 4,952 | 15,407 | — | 4,952 | 15,407 | 20,359 | (168 | ) | 20,191 | — | ||||||||||||||||||||||||||
| Chimney Rock | 23,623 | 48,200 | 685 | 23,623 | 48,885 | 72,508 | (18,914 | ) | 53,594 | — | ||||||||||||||||||||||||||
| Circle Center West | 22,930 | 9,028 | 304 | 22,930 | 9,332 | 32,262 | (2,513 | ) | 29,749 | — | ||||||||||||||||||||||||||
| Circle Marina Center | 29,303 | 18,437 | 77 | 28,880 | 18,937 | 47,817 | (2,642 | ) | 45,175 | (24,000 | ) | |||||||||||||||||||||||||
| CityLine Market | 12,208 | 15,839 | 464 | 12,306 | 16,205 | 28,511 | (6,478 | ) | 22,033 | — | ||||||||||||||||||||||||||
| CityLine Market Phase II | 2,744 | 3,081 | 104 | 2,744 | 3,185 | 5,929 | (1,136 | ) | 4,793 | — | ||||||||||||||||||||||||||
| Clayton Valley Shopping Center | 24,189 | 35,422 | 2,474 | 24,538 | 37,547 | 62,085 | (30,482 | ) | 31,603 | — | ||||||||||||||||||||||||||
| Clocktower Plaza Shopping Ctr | 49,630 | 19,624 | 550 | 49,630 | 20,174 | 69,804 | (5,041 | ) | 64,763 | — | ||||||||||||||||||||||||||
| Clybourn Commons | 15,056 | 5,594 | 499 | 15,056 | 6,093 | 21,149 | (2,220 | ) | 18,929 | — | ||||||||||||||||||||||||||
| Cochran's Crossing | 13,154 | 12,315 | 2,839 | 13,154 | 15,154 | 28,308 | (12,149 | ) | 16,159 | — | ||||||||||||||||||||||||||
| Compo Acres Shopping Center | 28,627 | 10,395 | 952 | 28,627 | 11,347 | 39,974 | (2,735 | ) | 37,239 | — | ||||||||||||||||||||||||||
| Concord Shopping Plaza | 30,819 | 36,506 | 1,699 | 31,272 | 37,752 | 69,024 | (8,597 | ) | 60,427 | — | ||||||||||||||||||||||||||
| Copps Hill Plaza | 29,515 | 40,673 | 2,473 | 29,514 | 43,147 | 72,661 | (9,074 | ) | 63,587 | (7,706 | ) | |||||||||||||||||||||||||
| Coral Reef Shopping Center | 14,922 | 15,200 | 2,542 | 15,332 | 17,332 | 32,664 | (4,734 | ) | 27,930 | — | ||||||||||||||||||||||||||
| Corkscrew Village | 8,407 | 8,004 | 899 | 8,407 | 8,903 | 17,310 | (4,641 | ) | 12,669 | — | ||||||||||||||||||||||||||
| Cornerstone Square | 1,772 | 6,944 | 1,988 | 1,772 | 8,932 | 10,704 | (7,179 | ) | 3,525 | — | ||||||||||||||||||||||||||
| Corral Hollow | 8,887 | 24,121 | 62 | 8,887 | 24,183 | 33,070 | (1,649 | ) | 31,421 | — | ||||||||||||||||||||||||||
| Corvallis Market Center | 6,674 | 12,244 | 915 | 6,696 | 13,137 | 19,833 | (8,297 | ) | 11,536 | — | ||||||||||||||||||||||||||
| Cos Cob Commons | 6,608 | 14,967 | 11 | 6,608 | 14,978 | 21,586 | (163 | ) | 21,423 | (13,142 | ) | |||||||||||||||||||||||||
| Cos Cob Plaza | 4,030 | 4,225 | — | 4,030 | 4,225 | 8,255 | (53 | ) | 8,202 | (3,902 | ) | |||||||||||||||||||||||||
| Country Walk Plaza | 18,713 | 20,373 | 421 | 18,713 | 20,794 | 39,507 | (2,857 | ) | 36,650 | (16,000 | ) | |||||||||||||||||||||||||
| Countryside Shops | 17,982 | 35,574 | 13,746 | 23,175 | 44,127 | 67,302 | (14,636 | ) | 52,666 | — | ||||||||||||||||||||||||||
| Courtyard Shopping Center | 5,867 | 4 | 3 | 5,867 | 7 | 5,874 | (3 | ) | 5,871 | — | ||||||||||||||||||||||||||
| Culver Center | 108,841 | 32,308 | 3,391 | 108,841 | 35,699 | 144,540 | (9,219 | ) | 135,321 | — | ||||||||||||||||||||||||||
| Danbury Green | 30,303 | 19,255 | 1,967 | 30,303 | 21,222 | 51,525 | (4,970 | ) | 46,555 | — | ||||||||||||||||||||||||||
| Danbury Square | 6,592 | 23,543 | 542 | 6,592 | 24,085 | 30,677 | (248 | ) | 30,429 | — | ||||||||||||||||||||||||||
| Dardenne Crossing | 4,194 | 4,005 | 803 | 4,343 | 4,659 | 9,002 | (2,726 | ) | 6,276 | — | ||||||||||||||||||||||||||
| Darinor Plaza | 693 | 32,140 | 1,328 | 711 | 33,450 | 34,161 | (8,335 | ) | 25,826 | — | ||||||||||||||||||||||||||
| DeCicco's Plaza | 8,890 | 23,368 | 30 | 8,890 | 23,398 | 32,288 | (240 | ) | 32,048 | — | ||||||||||||||||||||||||||
| Diablo Plaza | 5,300 | 8,181 | 2,880 | 5,300 | 11,061 | 16,361 | (7,125 | ) | 9,236 | — | ||||||||||||||||||||||||||
| Dunwoody Hall | 15,145 | 12,110 | 924 | 15,145 | 13,034 | 28,179 | (1,255 | ) | 26,924 | (13,800 | ) | |||||||||||||||||||||||||
| Dunwoody Village | 3,342 | 15,934 | 7,519 | 3,342 | 23,453 | 26,795 | (18,473 | ) | 8,322 | — | ||||||||||||||||||||||||||
| East Meadow | 12,325 | 21,378 | 715 | 12,267 | 22,151 | 34,418 | (1,923 | ) | 32,495 | — | ||||||||||||||||||||||||||
| East Meadow Plaza | 13,135 | 25,070 | (27 | ) | 13,137 | 25,041 | 38,178 | (1,902 | ) | 36,276 | — | |||||||||||||||||||||||||
| East Pointe | 1,730 | 7,189 | 2,622 | 1,941 | 9,600 | 11,541 | (7,486 | ) | 4,055 | — | ||||||||||||||||||||||||||
| East San Marco | 4,663 | 14,313 | (144 | ) | 4,519 | 14,313 | 18,832 | (1,023 | ) | 17,809 | — | |||||||||||||||||||||||||
| Eastchester Plaza | 5,017 | 7,379 | 20 | 5,017 | 7,399 | 12,416 | (82 | ) | 12,334 | — | ||||||||||||||||||||||||||
| Eastport | 2,985 | 5,649 | 784 | 2,925 | 6,493 | 9,418 | (568 | ) | 8,850 | — | ||||||||||||||||||||||||||
| El Camino Shopping Center | 7,600 | 11,538 | 15,728 | 10,328 | 24,538 | 34,866 | (13,584 | ) | 21,282 | — | ||||||||||||||||||||||||||
| El Cerrito Plaza | 11,025 | 27,371 | 3,818 | 11,025 | 31,189 | 42,214 | (15,804 | ) | 26,410 | — | ||||||||||||||||||||||||||
| El Norte Pkwy Plaza | 2,834 | 7,370 | 3,039 | 3,263 | 9,980 | 13,243 | (7,042 | ) | 6,201 | — | ||||||||||||||||||||||||||
| Emerson Plaza | 8,615 | 7,835 | 65 | 8,641 | 7,874 | 16,515 | (99 | ) | 16,416 | — |
REGENCY CENTERS CORPORATION AND REGENCY CENTERS, L.P.
Schedule III - Consolidated Real Estate and Accumulated Depreciation
December 31, 2023
(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 or Encumbrances | |||||||||||||||||||||||||||
| Encina Grande | 5,040 | 11,572 | 20,254 | 10,518 | 26,348 | 36,866 | (17,639 | ) | 19,227 | — | ||||||||||||||||||||||||||
| Fairfield Center | 6,731 | 29,420 | 1,757 | 6,731 | 31,177 | 37,908 | (9,194 | ) | 28,714 | — | ||||||||||||||||||||||||||
| Fairfield Crossroads | 9,982 | 9,796 | (1 | ) | 9,982 | 9,795 | 19,777 | (119 | ) | 19,658 | — | |||||||||||||||||||||||||
| Falcon Marketplace | 1,340 | 4,168 | 507 | 1,246 | 4,769 | 6,015 | (3,276 | ) | 2,739 | — | ||||||||||||||||||||||||||
| Fellsway Plaza | 30,712 | 7,327 | 10,350 | 34,924 | 13,465 | 48,389 | (8,847 | ) | 39,542 | (34,873 | ) | |||||||||||||||||||||||||
| Fenton Marketplace | 2,298 | 8,510 | (7,919 | ) | 512 | 2,377 | 2,889 | (1,428 | ) | 1,461 | — | |||||||||||||||||||||||||
| Ferry Street Plaza | 7,960 | 24,439 | 100 | 7,960 | 24,539 | 32,499 | (258 | ) | 32,241 | (8,796 | ) | |||||||||||||||||||||||||
| Fleming Island | 3,077 | 11,587 | 3,735 | 3,111 | 15,288 | 18,399 | (10,020 | ) | 8,379 | — | ||||||||||||||||||||||||||
| Fountain Square | 29,722 | 29,041 | 438 | 29,784 | 29,417 | 59,201 | (14,462 | ) | 44,739 | — | ||||||||||||||||||||||||||
| French Valley Village Center | 11,924 | 16,856 | 543 | 11,822 | 17,501 | 29,323 | (15,956 | ) | 13,367 | — | ||||||||||||||||||||||||||
| Friars Mission Center | 6,660 | 28,021 | 2,922 | 6,660 | 30,943 | 37,603 | (19,452 | ) | 18,151 | — | ||||||||||||||||||||||||||
| Gardens Square | 2,136 | 8,273 | 894 | 2,136 | 9,167 | 11,303 | (6,220 | ) | 5,083 | — | ||||||||||||||||||||||||||
| Gateway Shopping Center | 52,665 | 7,134 | 12,960 | 55,087 | 17,672 | 72,759 | (20,577 | ) | 52,182 | — | ||||||||||||||||||||||||||
| Gelson's Westlake Market Plaza | 3,157 | 11,153 | 6,182 | 4,654 | 15,838 | 20,492 | (10,315 | ) | 10,177 | — | ||||||||||||||||||||||||||
| Glen Oak Plaza | 4,103 | 12,951 | 1,826 | 4,124 | 14,756 | 18,880 | (6,036 | ) | 12,844 | — | ||||||||||||||||||||||||||
| Glenwood Village | 1,194 | 5,381 | 613 | 1,194 | 5,994 | 7,188 | (5,082 | ) | 2,106 | — | ||||||||||||||||||||||||||
| Golden Hills Plaza | 12,699 | 18,482 | 3,843 | 11,521 | 23,503 | 35,024 | (13,838 | ) | 21,186 | — | ||||||||||||||||||||||||||
| Goodwives Shopping Center | 17,091 | 26,274 | 184 | 17,092 | 26,457 | 43,549 | (282 | ) | 43,267 | (23,078 | ) | |||||||||||||||||||||||||
| Grand Ridge Plaza | 24,208 | 61,033 | 6,199 | 24,918 | 66,522 | 91,440 | (32,434 | ) | 59,006 | — | ||||||||||||||||||||||||||
| Greens Farms Plaza | 4,831 | 3,138 | (1 | ) | 4,831 | 3,137 | 7,968 | (59 | ) | 7,909 | — | |||||||||||||||||||||||||
| Greenwich Commons | 3,831 | 6,990 | 1 | 3,831 | 6,991 | 10,822 | (72 | ) | 10,750 | (4,866 | ) | |||||||||||||||||||||||||
| Greenwood Shopping Centre | 7,777 | 24,829 | 1,079 | 7,777 | 25,908 | 33,685 | (6,997 | ) | 26,688 | — | ||||||||||||||||||||||||||
| H Mart Plaza | 1,296 | 2,469 | — | 1,296 | 2,469 | 3,765 | (24 | ) | 3,741 | — | ||||||||||||||||||||||||||
| Hammocks Town Center | 28,764 | 25,113 | 1,484 | 28,764 | 26,597 | 55,361 | (7,202 | ) | 48,159 | — | ||||||||||||||||||||||||||
| Hancock | 8,232 | 28,260 | (13,805 | ) | 4,692 | 17,995 | 22,687 | (12,162 | ) | 10,525 | — | |||||||||||||||||||||||||
| Harpeth Village Fieldstone | 2,284 | 9,443 | 947 | 2,284 | 10,390 | 12,674 | (6,769 | ) | 5,905 | — | ||||||||||||||||||||||||||
| Harrison Shopping Square | 6,034 | 5,195 | — | 6,034 | 5,195 | 11,229 | (71 | ) | 11,158 | — | ||||||||||||||||||||||||||
| Hasley Canyon Village | 17,630 | 8,231 | 65 | 17,630 | 8,296 | 25,926 | (881 | ) | 25,045 | (16,000 | ) | |||||||||||||||||||||||||
| Heritage 202 Center | 1,694 | 5,901 | (1 | ) | 1,694 | 5,900 | 7,594 | (67 | ) | 7,527 | — | |||||||||||||||||||||||||
| Heritage Plaza | 12,390 | 26,097 | 14,924 | 12,215 | 41,196 | 53,411 | (22,818 | ) | 30,593 | — | ||||||||||||||||||||||||||
| Hershey | 7 | 808 | 12 | 7 | 820 | 827 | (601 | ) | 226 | — | ||||||||||||||||||||||||||
| Hewlett Crossing I & II | 11,850 | 18,205 | 949 | 11,850 | 19,154 | 31,004 | (3,806 | ) | 27,198 | — | ||||||||||||||||||||||||||
| Hibernia Pavilion | 4,929 | 5,065 | 244 | 4,929 | 5,309 | 10,238 | (4,498 | ) | 5,740 | — | ||||||||||||||||||||||||||
| High Ridge Center | 26,078 | 21,460 | 4 | 26,078 | 21,464 | 47,542 | (254 | ) | 47,288 | (9,047 | ) | |||||||||||||||||||||||||
| Hillcrest Village | 1,600 | 1,909 | 51 | 1,600 | 1,960 | 3,560 | (1,245 | ) | 2,315 | — | ||||||||||||||||||||||||||
| Hilltop Village | 2,995 | 4,581 | 4,423 | 3,104 | 8,895 | 11,999 | (5,268 | ) | 6,731 | — | ||||||||||||||||||||||||||
| Hinsdale Lake Commons | 5,734 | 16,709 | 12,058 | 8,343 | 26,158 | 34,501 | (18,222 | ) | 16,279 | — | ||||||||||||||||||||||||||
| Holly Park | 8,975 | 23,799 | 2,334 | 8,828 | 26,280 | 35,108 | (9,330 | ) | 25,778 | — | ||||||||||||||||||||||||||
| Howell Mill Village | 5,157 | 14,279 | 7,444 | 9,610 | 17,270 | 26,880 | (9,115 | ) | 17,765 | — | ||||||||||||||||||||||||||
| Hyde Park | 9,809 | 39,905 | 11,630 | 9,971 | 51,373 | 61,344 | (31,988 | ) | 29,356 | — |
REGENCY CENTERS CORPORATION AND REGENCY CENTERS, L.P.
Schedule III - Consolidated Real Estate and Accumulated Depreciation
December 31, 2023
(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 or Encumbrances | |||||||||||||||||||||||||||
| Indian Springs Center | 24,974 | 25,903 | 1,318 | 25,050 | 27,145 | 52,195 | (9,052 | ) | 43,143 | — | ||||||||||||||||||||||||||
| Indigo Square | 8,087 | 9,849 | (4 | ) | 8,087 | 9,845 | 17,932 | (2,940 | ) | 14,992 | — | |||||||||||||||||||||||||
| Inglewood Plaza | 1,300 | 2,159 | 1,283 | 1,300 | 3,442 | 4,742 | (2,099 | ) | 2,643 | — | ||||||||||||||||||||||||||
| Island Village | 12,354 | 23,660 | 175 | 12,361 | 23,828 | 36,189 | (1,721 | ) | 34,468 | — | ||||||||||||||||||||||||||
| Keller Town Center | 2,294 | 12,841 | 1,382 | 2,404 | 14,113 | 16,517 | (8,293 | ) | 8,224 | — | ||||||||||||||||||||||||||
| Kirkman Shoppes | 9,364 | 26,243 | 787 | 9,367 | 27,027 | 36,394 | (6,805 | ) | 29,589 | — | ||||||||||||||||||||||||||
| Kirkwood Commons | 6,772 | 16,224 | 1,479 | 6,802 | 17,673 | 24,475 | (7,209 | ) | 17,266 | — | ||||||||||||||||||||||||||
| Klahanie Shopping Center | 14,451 | 20,089 | 441 | 14,451 | 20,530 | 34,981 | (5,244 | ) | 29,737 | — | ||||||||||||||||||||||||||
| Knotts Landing | 2,062 | 23,536 | — | 2,062 | 23,536 | 25,598 | (201 | ) | 25,397 | — | ||||||||||||||||||||||||||
| Kroger New Albany Center | 3,844 | 6,599 | 1,455 | 3,844 | 8,054 | 11,898 | (6,789 | ) | 5,109 | — | ||||||||||||||||||||||||||
| Lake Mary Centre | 24,036 | 57,476 | 2,541 | 24,036 | 60,017 | 84,053 | (16,636 | ) | 67,417 | — | ||||||||||||||||||||||||||
| Lake Pine Plaza | 2,008 | 7,632 | 1,286 | 2,029 | 8,897 | 10,926 | (5,852 | ) | 5,074 | — | ||||||||||||||||||||||||||
| Lakeview Shopping Center | 6,341 | 22,296 | 313 | 6,341 | 22,609 | 28,950 | (283 | ) | 28,667 | (10,944 | ) | |||||||||||||||||||||||||
| Lebanon/Legacy Center | 3,913 | 7,874 | 1,310 | 3,913 | 9,184 | 13,097 | (7,333 | ) | 5,764 | — | ||||||||||||||||||||||||||
| Littleton Square | 2,030 | 8,859 | (3,519 | ) | 2,433 | 4,937 | 7,370 | (3,437 | ) | 3,933 | — | |||||||||||||||||||||||||
| Lloyd King Center | 1,779 | 10,060 | 1,661 | 1,779 | 11,721 | 13,500 | (7,766 | ) | 5,734 | — | ||||||||||||||||||||||||||
| Lower Nazareth Commons | 15,992 | 12,964 | 4,112 | 16,343 | 16,725 | 33,068 | (14,163 | ) | 18,905 | — | ||||||||||||||||||||||||||
| Main & Bailey | 603 | 13,428 | — | 603 | 13,428 | 14,031 | (174 | ) | 13,857 | — | ||||||||||||||||||||||||||
| Mandarin Landing | 7,913 | 27,230 | 658 | 7,913 | 27,888 | 35,801 | (10,155 | ) | 25,646 | — | ||||||||||||||||||||||||||
| Marine's Taste of Italy | 420 | 1,266 | — | 420 | 1,266 | 1,686 | (11 | ) | 1,675 | — | ||||||||||||||||||||||||||
| Market at Colonnade Center | 6,455 | 9,839 | 213 | 6,160 | 10,347 | 16,507 | (6,063 | ) | 10,444 | — | ||||||||||||||||||||||||||
| Market at Preston Forest | 4,400 | 11,445 | 1,881 | 4,400 | 13,326 | 17,726 | (8,790 | ) | 8,936 | — | ||||||||||||||||||||||||||
| Market at Round Rock | 2,000 | 9,676 | 6,329 | 1,996 | 16,009 | 18,005 | (11,672 | ) | 6,333 | — | ||||||||||||||||||||||||||
| Market at Springwoods Village | 12,592 | 12,781 | 137 | 12,592 | 12,918 | 25,510 | (4,984 | ) | 20,526 | (3,750 | ) | |||||||||||||||||||||||||
| Marketplace at Briargate | 1,706 | 4,885 | 399 | 1,727 | 5,263 | 6,990 | (3,573 | ) | 3,417 | — | ||||||||||||||||||||||||||
| McLean Plaza | 12,527 | 12,039 | 22 | 12,527 | 12,061 | 24,588 | (149 | ) | 24,439 | (5,000 | ) | |||||||||||||||||||||||||
| Meadtown Shopping Center | 9,961 | 15,328 | 5 | 9,961 | 15,333 | 25,294 | (195 | ) | 25,099 | (9,364 | ) | |||||||||||||||||||||||||
| Mellody Farm | 35,628 | 66,847 | (289 | ) | 35,628 | 66,558 | 102,186 | (17,637 | ) | 84,549 | — | |||||||||||||||||||||||||
| Melrose Market | 4,451 | 10,807 | (370 | ) | 4,451 | 10,437 | 14,888 | (1,773 | ) | 13,115 | — | |||||||||||||||||||||||||
| Midland Park Shopping Center | 9,814 | 24,226 | 104 | 9,814 | 24,330 | 34,144 | (283 | ) | 33,861 | (17,722 | ) | |||||||||||||||||||||||||
| Millhopper Shopping Center | 1,073 | 5,358 | 6,043 | 1,901 | 10,573 | 12,474 | (8,252 | ) | 4,222 | — | ||||||||||||||||||||||||||
| Mockingbird Commons | 3,000 | 10,728 | 3,365 | 3,000 | 14,093 | 17,093 | (8,806 | ) | 8,287 | — | ||||||||||||||||||||||||||
| Monument Jackson Creek | 2,999 | 6,765 | 1,411 | 2,999 | 8,176 | 11,175 | (6,686 | ) | 4,489 | — | ||||||||||||||||||||||||||
| Morningside Plaza | 4,300 | 13,951 | 1,228 | 4,300 | 15,179 | 19,479 | (9,699 | ) | 9,780 | — | ||||||||||||||||||||||||||
| Murrayhill Marketplace | 2,670 | 18,401 | 14,569 | 2,903 | 32,737 | 35,640 | (20,011 | ) | 15,629 | — | ||||||||||||||||||||||||||
| Naples Walk | 18,173 | 13,554 | 2,322 | 18,173 | 15,876 | 34,049 | (8,566 | ) | 25,483 | — | ||||||||||||||||||||||||||
| New City PCSB Bank Pad | 837 | 1,306 | (1 | ) | 837 | 1,305 | 2,142 | (14 | ) | 2,128 | — | |||||||||||||||||||||||||
| New Milford Plaza | 7,955 | 18,349 | 54 | 7,955 | 18,403 | 26,358 | (223 | ) | 26,135 | — | ||||||||||||||||||||||||||
| Newberry Square | 2,412 | 10,150 | 1,356 | 2,412 | 11,506 | 13,918 | (10,204 | ) | 3,714 | — | ||||||||||||||||||||||||||
| Newfield Green | 22,993 | 7,778 | 9 | 22,993 | 7,787 | 30,780 | (158 | ) | 30,622 | (19,278 | ) | |||||||||||||||||||||||||
| Newland Center | 12,500 | 10,697 | 8,913 | 16,276 | 15,834 | 32,110 | (11,960 | ) | 20,150 | — |
REGENCY CENTERS CORPORATION AND REGENCY CENTERS, L.P.
Schedule III - Consolidated Real Estate and Accumulated Depreciation
December 31, 2023
(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 or Encumbrances | |||||||||||||||||||||||||||
| Nocatee Town Center | 10,124 | 8,691 | 8,962 | 11,045 | 16,732 | 27,777 | (10,815 | ) | 16,962 | — | ||||||||||||||||||||||||||
| Nohl Plaza | 1,688 | 6,733 | — | 1,688 | 6,733 | 8,421 | (91 | ) | 8,330 | — | ||||||||||||||||||||||||||
| North Hills | 4,900 | 19,774 | 4,471 | 4,900 | 24,245 | 29,145 | (14,662 | ) | 14,483 | — | ||||||||||||||||||||||||||
| Northgate Marketplace | 5,668 | 13,727 | 38 | 4,995 | 14,438 | 19,433 | (8,210 | ) | 11,223 | — | ||||||||||||||||||||||||||
| Northgate Marketplace Ph II | 12,189 | 30,171 | 126 | 12,189 | 30,297 | 42,486 | (10,600 | ) | 31,886 | — | ||||||||||||||||||||||||||
| Northgate Plaza (Maxtown Road) | 1,769 | 6,652 | 4,983 | 2,840 | 10,564 | 13,404 | (7,232 | ) | 6,172 | — | ||||||||||||||||||||||||||
| Northgate Square | 5,011 | 8,692 | 1,196 | 5,011 | 9,888 | 14,899 | (5,557 | ) | 9,342 | — | ||||||||||||||||||||||||||
| Northlake Village | 2,662 | 11,284 | 5,876 | 2,662 | 17,160 | 19,822 | (7,745 | ) | 12,077 | — | ||||||||||||||||||||||||||
| Oakbrook Plaza | 4,000 | 6,668 | 6,295 | 4,766 | 12,197 | 16,963 | (7,003 | ) | 9,960 | — | ||||||||||||||||||||||||||
| Oakleaf Commons | 3,503 | 11,671 | 2,052 | 3,190 | 14,036 | 17,226 | (9,223 | ) | 8,003 | — | ||||||||||||||||||||||||||
| Oakshade Town Center | 6,591 | 28,966 | 498 | 6,591 | 29,464 | 36,055 | (12,717 | ) | 23,338 | (4,085 | ) | |||||||||||||||||||||||||
| Ocala Corners | 1,816 | 10,515 | 650 | 1,816 | 11,165 | 12,981 | (6,152 | ) | 6,829 | — | ||||||||||||||||||||||||||
| Old Greenwich CVS | 3,704 | 2,065 | — | 3,704 | 2,065 | 5,769 | (31 | ) | 5,738 | (891 | ) | |||||||||||||||||||||||||
| Old St Augustine Plaza | 2,368 | 11,405 | 13,514 | 3,455 | 23,832 | 27,287 | (13,127 | ) | 14,160 | — | ||||||||||||||||||||||||||
| Orange Meadows | 4,984 | 16,731 | 569 | 4,984 | 17,300 | 22,284 | (281 | ) | 22,003 | — | ||||||||||||||||||||||||||
| Orangetown Shopping Center | 4,716 | 15,472 | 106 | 4,718 | 15,576 | 20,294 | (189 | ) | 20,105 | (6,005 | ) | |||||||||||||||||||||||||
| Pablo Plaza | 11,894 | 21,407 | 11,241 | 14,135 | 30,407 | 44,542 | (9,583 | ) | 34,959 | — | ||||||||||||||||||||||||||
| Paces Ferry Plaza | 2,812 | 12,639 | 21,232 | 13,803 | 22,880 | 36,683 | (14,913 | ) | 21,770 | — | ||||||||||||||||||||||||||
| Panther Creek | 14,414 | 14,748 | 6,165 | 15,212 | 20,115 | 35,327 | (16,359 | ) | 18,968 | — | ||||||||||||||||||||||||||
| Pavillion | 15,626 | 22,124 | 1,517 | 15,626 | 23,641 | 39,267 | (6,996 | ) | 32,271 | — | ||||||||||||||||||||||||||
| Peartree Village | 5,197 | 19,746 | 936 | 5,197 | 20,682 | 25,879 | (15,171 | ) | 10,708 | — | ||||||||||||||||||||||||||
| Pelham Manor Plaza | 4,708 | 6,243 | 19 | 4,710 | 6,260 | 10,970 | (65 | ) | 10,905 | — | ||||||||||||||||||||||||||
| Persimmon Place | 25,975 | 38,114 | 691 | 26,692 | 38,088 | 64,780 | (17,940 | ) | 46,840 | — | ||||||||||||||||||||||||||
| Pike Creek | 5,153 | 20,652 | 9,595 | 5,873 | 29,527 | 35,400 | (16,394 | ) | 19,006 | — | ||||||||||||||||||||||||||
| Pine Island | 21,086 | 28,123 | 3,780 | 21,086 | 31,903 | 52,989 | (10,192 | ) | 42,797 | — | ||||||||||||||||||||||||||
| Pine Lake Village | 6,300 | 10,991 | 1,905 | 6,300 | 12,896 | 19,196 | (8,395 | ) | 10,801 | — | ||||||||||||||||||||||||||
| Pine Ridge Square | 13,951 | 23,147 | 565 | 13,951 | 23,712 | 37,663 | (5,819 | ) | 31,844 | — | ||||||||||||||||||||||||||
| Pine Tree Plaza | 668 | 6,220 | 1,038 | 668 | 7,258 | 7,926 | (4,649 | ) | 3,277 | — | ||||||||||||||||||||||||||
| Pinecrest Place | 4,193 | 13,275 | (165 | ) | 3,992 | 13,311 | 17,303 | (3,560 | ) | 13,743 | — | |||||||||||||||||||||||||
| Plaza Escuela | 24,829 | 104,395 | 4,047 | 24,829 | 108,442 | 133,271 | (20,348 | ) | 112,923 | — | ||||||||||||||||||||||||||
| Plaza Hermosa | 4,200 | 10,109 | 3,881 | 4,202 | 13,988 | 18,190 | (9,062 | ) | 9,128 | — | ||||||||||||||||||||||||||
| Point 50 | 15,239 | 11,367 | 69 | 14,628 | 12,047 | 26,675 | (2,273 | ) | 24,402 | — | ||||||||||||||||||||||||||
| Point Royale Shopping Center | 18,201 | 14,889 | 6,748 | 19,386 | 20,452 | 39,838 | (7,643 | ) | 32,195 | — | ||||||||||||||||||||||||||
| Pompton Lakes Towne Square | 12,940 | 16,392 | 136 | 12,940 | 16,528 | 29,468 | (194 | ) | 29,274 | — | ||||||||||||||||||||||||||
| Post Road Plaza | 15,240 | 5,196 | 176 | 15,240 | 5,372 | 20,612 | (1,412 | ) | 19,200 | — | ||||||||||||||||||||||||||
| Potrero Center | 133,422 | 116,758 | (88,645 | ) | 85,205 | 76,330 | 161,535 | (15,070 | ) | 146,465 | — | |||||||||||||||||||||||||
| Powell Street Plaza | 8,248 | 30,716 | 4,172 | 8,248 | 34,888 | 43,136 | (20,033 | ) | 23,103 | — | ||||||||||||||||||||||||||
| Powers Ferry Square | 3,687 | 17,965 | 10,088 | 5,758 | 25,982 | 31,740 | (22,479 | ) | 9,261 | — | ||||||||||||||||||||||||||
| Powers Ferry Village | 1,191 | 4,672 | 663 | 1,191 | 5,335 | 6,526 | (4,415 | ) | 2,111 | — | ||||||||||||||||||||||||||
| Prairie City Crossing | 4,164 | 13,032 | 623 | 4,164 | 13,655 | 17,819 | (7,785 | ) | 10,034 | — | ||||||||||||||||||||||||||
| Preston Oaks | 763 | 30,438 | 513 | 1,534 | 30,180 | 31,714 | (5,281 | ) | 26,433 | — |
REGENCY CENTERS CORPORATION AND REGENCY CENTERS, L.P.
Schedule III - Consolidated Real Estate and Accumulated Depreciation
December 31, 2023
(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 or Encumbrances | |||||||||||||||||||||||||||
| Prestonbrook | 7,069 | 8,622 | (593 | ) | 5,244 | 9,854 | 15,098 | (8,167 | ) | 6,931 | — | |||||||||||||||||||||||||
| Prosperity Centre | 11,682 | 26,215 | 750 | 11,681 | 26,966 | 38,647 | (6,214 | ) | 32,433 | — | ||||||||||||||||||||||||||
| Purchase Street Shops | 466 | 1,388 | 1 | 466 | 1,389 | 1,855 | (22 | ) | 1,833 | — | ||||||||||||||||||||||||||
| Ralphs Circle Center | 20,939 | 6,317 | 162 | 20,939 | 6,479 | 27,418 | (2,080 | ) | 25,338 | — | ||||||||||||||||||||||||||
| Red Bank Village | 10,336 | 9,500 | 1,267 | 9,755 | 11,348 | 21,103 | (4,948 | ) | 16,155 | — | ||||||||||||||||||||||||||
| Regency Commons | 3,917 | 3,616 | 371 | 3,917 | 3,987 | 7,904 | (3,073 | ) | 4,831 | — | ||||||||||||||||||||||||||
| Regency Square | 4,770 | 25,191 | 7,003 | 5,060 | 31,904 | 36,964 | (27,508 | ) | 9,456 | — | ||||||||||||||||||||||||||
| Ridgeway Shopping Center | 47,684 | 96,414 | 204 | 47,684 | 96,618 | 144,302 | (969 | ) | 143,333 | (43,150 | ) | |||||||||||||||||||||||||
| Rite Aid Plaza-Waldwick Plaza | 1,774 | 5,753 | 10 | 1,774 | 5,763 | 7,537 | (58 | ) | 7,479 | — | ||||||||||||||||||||||||||
| Rivertowns Square | 15,505 | 52,505 | 5,381 | 16,853 | 56,538 | 73,391 | (10,252 | ) | 63,139 | — | ||||||||||||||||||||||||||
| Rona Plaza | 1,500 | 4,917 | 397 | 1,500 | 5,314 | 6,814 | (3,632 | ) | 3,182 | — | ||||||||||||||||||||||||||
| Roosevelt Square | 40,371 | 32,108 | 7,587 | 40,382 | 39,684 | 80,066 | (7,150 | ) | 72,916 | — | ||||||||||||||||||||||||||
| Russell Ridge | 2,234 | 6,903 | 1,684 | 2,234 | 8,587 | 10,821 | (6,294 | ) | 4,527 | — | ||||||||||||||||||||||||||
| Ryanwood Square | 10,581 | 10,044 | 361 | 10,581 | 10,405 | 20,986 | (3,525 | ) | 17,461 | — | ||||||||||||||||||||||||||
| Sammamish-Highlands | 9,300 | 8,075 | 8,945 | 9,592 | 16,728 | 26,320 | (12,078 | ) | 14,242 | — | ||||||||||||||||||||||||||
| San Carlos Marketplace | 36,006 | 57,886 | 402 | 36,006 | 58,288 | 94,294 | (11,710 | ) | 82,584 | — | ||||||||||||||||||||||||||
| San Leandro Plaza | 1,300 | 8,226 | 1,537 | 1,300 | 9,763 | 11,063 | (5,971 | ) | 5,092 | — | ||||||||||||||||||||||||||
| Sandy Springs | 6,889 | 28,056 | 4,754 | 6,889 | 32,810 | 39,699 | (12,255 | ) | 27,444 | — | ||||||||||||||||||||||||||
| Sawgrass Promenade | 10,846 | 12,525 | 1,105 | 10,846 | 13,630 | 24,476 | (3,906 | ) | 20,570 | — | ||||||||||||||||||||||||||
| Scripps Ranch Marketplace | 59,949 | 26,334 | 1,045 | 59,949 | 27,379 | 87,328 | (5,986 | ) | 81,342 | — | ||||||||||||||||||||||||||
| Serramonte Center | 390,106 | 172,652 | 95,691 | 416,509 | 241,940 | 658,449 | (77,112 | ) | 581,337 | — | ||||||||||||||||||||||||||
| Shaw's at Plymouth | 3,968 | 8,367 | — | 3,968 | 8,367 | 12,335 | (2,481 | ) | 9,854 | — | ||||||||||||||||||||||||||
| Shelton Square | 13,383 | 25,265 | 2,844 | 13,383 | 28,109 | 41,492 | (362 | ) | 41,130 | — | ||||||||||||||||||||||||||
| Sheridan Plaza | 82,260 | 97,273 | 15,832 | 83,814 | 111,551 | 195,365 | (25,907 | ) | 169,458 | — | ||||||||||||||||||||||||||
| Sherwood Crossroads | 2,731 | 6,360 | 920 | 2,454 | 7,557 | 10,011 | (4,394 | ) | 5,617 | — | ||||||||||||||||||||||||||
| Shiloh Springs | 5,236 | 11,802 | 625 | 5,236 | 12,427 | 17,663 | (1,394 | ) | 16,269 | — | ||||||||||||||||||||||||||
| Shoppes @ 104 | 11,193 | — | 3,002 | 7,078 | 7,117 | 14,195 | (4,159 | ) | 10,036 | — | ||||||||||||||||||||||||||
| Shoppes at Homestead | 5,420 | 9,450 | 2,490 | 5,420 | 11,940 | 17,360 | (7,824 | ) | 9,536 | — | ||||||||||||||||||||||||||
| Shoppes at Lago Mar | 8,323 | 11,347 | 287 | 8,323 | 11,634 | 19,957 | (3,457 | ) | 16,500 | — | ||||||||||||||||||||||||||
| Shoppes at Sunlake Centre | 16,643 | 15,091 | 6,360 | 18,001 | 20,093 | 38,094 | (5,764 | ) | 32,330 | — | ||||||||||||||||||||||||||
| Shoppes of Grande Oak | 5,091 | 5,985 | 953 | 5,091 | 6,938 | 12,029 | (6,045 | ) | 5,984 | — | ||||||||||||||||||||||||||
| Shoppes of Jonathan's Landing | 4,474 | 5,628 | 514 | 4,474 | 6,142 | 10,616 | (1,634 | ) | 8,982 | — | ||||||||||||||||||||||||||
| Shoppes of Oakbrook | 20,538 | 42,992 | 402 | 20,538 | 43,394 | 63,932 | (13,126 | ) | 50,806 | — | ||||||||||||||||||||||||||
| Shoppes of Silver Lakes | 17,529 | 21,829 | 1,933 | 17,529 | 23,762 | 41,291 | (6,674 | ) | 34,617 | — | ||||||||||||||||||||||||||
| Shoppes of Sunset | 2,860 | 1,316 | 680 | 2,860 | 1,996 | 4,856 | (482 | ) | 4,374 | — | ||||||||||||||||||||||||||
| Shoppes of Sunset II | 2,834 | 715 | 623 | 2,834 | 1,338 | 4,172 | (363 | ) | 3,809 | — | ||||||||||||||||||||||||||
| Shops at County Center | 9,957 | 11,296 | 2,197 | 9,973 | 13,477 | 23,450 | (12,136 | ) | 11,314 | — | ||||||||||||||||||||||||||
| Shops at Erwin Mill | 9,082 | 6,124 | 575 | 9,087 | 6,694 | 15,781 | (4,316 | ) | 11,465 | (10,000 | ) | |||||||||||||||||||||||||
| Shops at John's Creek | 1,863 | 2,014 | (63 | ) | 1,501 | 2,313 | 3,814 | (1,701 | ) | 2,113 | — | |||||||||||||||||||||||||
| Shops at Mira Vista | 11,691 | 9,026 | 739 | 11,691 | 9,765 | 21,456 | (3,555 | ) | 17,901 | (165 | ) | |||||||||||||||||||||||||
| Shops at Quail Creek | 1,487 | 7,717 | 1,146 | 1,448 | 8,902 | 10,350 | (4,938 | ) | 5,412 | — |
REGENCY CENTERS CORPORATION AND REGENCY CENTERS, L.P.
Schedule III - Consolidated Real Estate and Accumulated Depreciation
December 31, 2023
(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 or Encumbrances | |||||||||||||||||||||||||||
| Shops at Saugus | 19,201 | 17,984 | 555 | 18,811 | 18,929 | 37,740 | (13,955 | ) | 23,785 | — | ||||||||||||||||||||||||||
| Shops at Skylake | 84,586 | 39,342 | 2,382 | 85,117 | 41,193 | 126,310 | (12,523 | ) | 113,787 | — | ||||||||||||||||||||||||||
| Shops at The Columbia | 3,117 | 8,869 | — | 3,117 | 8,869 | 11,986 | (627 | ) | 11,359 | — | ||||||||||||||||||||||||||
| Shops on Main | 17,020 | 27,055 | 16,431 | 18,534 | 41,972 | 60,506 | (18,076 | ) | 42,430 | — | ||||||||||||||||||||||||||
| Somers Commons | 7,019 | 29,808 | 2,366 | 7,019 | 32,174 | 39,193 | (343 | ) | 38,850 | — | ||||||||||||||||||||||||||
| Sope Creek Crossing | 2,985 | 12,001 | 3,482 | 3,332 | 15,136 | 18,468 | (10,741 | ) | 7,727 | — | ||||||||||||||||||||||||||
| South Beach Regional | 28,188 | 53,405 | 1,383 | 28,188 | 54,788 | 82,976 | (13,782 | ) | 69,194 | — | ||||||||||||||||||||||||||
| South Pass Village | 11,079 | 31,610 | 56 | 11,079 | 31,666 | 42,745 | (361 | ) | 42,384 | (20,144 | ) | |||||||||||||||||||||||||
| South Point | 6,563 | 7,939 | 586 | 6,563 | 8,525 | 15,088 | (2,430 | ) | 12,658 | — | ||||||||||||||||||||||||||
| Southbury Green | 26,661 | 34,325 | 7,247 | 29,743 | 38,490 | 68,233 | (9,918 | ) | 58,315 | — | ||||||||||||||||||||||||||
| Southcenter | 1,300 | 12,750 | 2,350 | 1,300 | 15,100 | 16,400 | (9,929 | ) | 6,471 | — | ||||||||||||||||||||||||||
| Southpark at Cinco Ranch | 18,395 | 11,306 | 7,531 | 21,438 | 15,794 | 37,232 | (9,989 | ) | 27,243 | — | ||||||||||||||||||||||||||
| SouthPoint Crossing | 4,412 | 12,235 | 1,556 | 4,382 | 13,821 | 18,203 | (8,865 | ) | 9,338 | — | ||||||||||||||||||||||||||
| Staples Plaza-Yorktown Heights | 7,131 | 47,704 | 268 | 7,131 | 47,972 | 55,103 | (465 | ) | 54,638 | — | ||||||||||||||||||||||||||
| Starke | 71 | 1,683 | 13 | 71 | 1,696 | 1,767 | (986 | ) | 781 | — | ||||||||||||||||||||||||||
| Star's at Cambridge | 31,082 | 13,520 | (1 | ) | 31,082 | 13,519 | 44,601 | (3,426 | ) | 41,175 | — | |||||||||||||||||||||||||
| Star's at Quincy | 27,003 | 9,425 | 1 | 27,003 | 9,426 | 36,429 | (2,887 | ) | 33,542 | — | ||||||||||||||||||||||||||
| Star's at West Roxbury | 21,973 | 13,386 | 282 | 21,973 | 13,668 | 35,641 | (3,390 | ) | 32,251 | — | ||||||||||||||||||||||||||
| Station Centre @ Old Greenwich | 9,121 | 7,603 | — | 9,121 | 7,603 | 16,724 | (110 | ) | 16,614 | (6,770 | ) | |||||||||||||||||||||||||
| Sterling Ridge | 12,846 | 12,162 | 1,660 | 12,846 | 13,822 | 26,668 | (11,447 | ) | 15,221 | — | ||||||||||||||||||||||||||
| Stroh Ranch | 4,280 | 8,189 | 1,192 | 4,280 | 9,381 | 13,661 | (7,573 | ) | 6,088 | — | ||||||||||||||||||||||||||
| Suncoast Crossing | 9,030 | 10,764 | 4,602 | 13,374 | 11,022 | 24,396 | (9,744 | ) | 14,652 | — | ||||||||||||||||||||||||||
| Sunny Valley Shops | 2,820 | 5,055 | 31 | 2,820 | 5,086 | 7,906 | (71 | ) | 7,835 | — | ||||||||||||||||||||||||||
| Talega Village Center | 22,415 | 12,054 | 86 | 22,415 | 12,140 | 34,555 | (2,894 | ) | 31,661 | — | ||||||||||||||||||||||||||
| Tamarac Town Square | 12,584 | 9,221 | 1,503 | 12,584 | 10,724 | 23,308 | (3,183 | ) | 20,125 | — | ||||||||||||||||||||||||||
| Tanasbourne Market | 3,269 | 10,861 | (294 | ) | 3,149 | 10,687 | 13,836 | (7,083 | ) | 6,753 | — | |||||||||||||||||||||||||
| Tanglewood Shopping Center | 5,920 | 7,889 | 9 | 5,920 | 7,898 | 13,818 | (100 | ) | 13,718 | (3,163 | ) | |||||||||||||||||||||||||
| Tassajara Crossing | 8,560 | 15,464 | 2,791 | 8,560 | 18,255 | 26,815 | (11,227 | ) | 15,588 | — | ||||||||||||||||||||||||||
| Tech Ridge Center | 12,945 | 37,169 | 4,362 | 13,589 | 40,887 | 54,476 | (20,180 | ) | 34,296 | — | ||||||||||||||||||||||||||
| The Abbot | 72,910 | 6,086 | 51,854 | 79,217 | 51,633 | 130,850 | (2,904 | ) | 127,946 | — | ||||||||||||||||||||||||||
| The Crossing Clarendon | 154,932 | 126,328 | 54,813 | 161,278 | 174,795 | 336,073 | (31,880 | ) | 304,193 | — | ||||||||||||||||||||||||||
| The Dock-Dockside | 20,974 | 49,185 | 2 | 20,974 | 49,187 | 70,161 | (527 | ) | 69,634 | (33,667 | ) | |||||||||||||||||||||||||
| The Field at Commonwealth | 30,982 | 18,248 | 37 | 30,983 | 18,284 | 49,267 | (9,071 | ) | 40,196 | — | ||||||||||||||||||||||||||
| The Gallery at Westbury Plaza | 108,653 | 216,771 | 4,150 | 108,653 | 220,921 | 329,574 | (48,381 | ) | 281,193 | — | ||||||||||||||||||||||||||
| The Hub Hillcrest Market | 18,773 | 61,906 | 7,706 | 19,611 | 68,774 | 88,385 | (23,007 | ) | 65,378 | — | ||||||||||||||||||||||||||
| The Longmeadow Shops | 5,451 | 23,738 | 15 | 5,451 | 23,753 | 29,204 | (82 | ) | 29,122 | (13,000 | ) | |||||||||||||||||||||||||
| The Marketplace | 10,927 | 36,052 | 1,230 | 10,927 | 37,282 | 48,209 | (8,304 | ) | 39,905 | — | ||||||||||||||||||||||||||
| The Plaza at St. Lucie West | 1,718 | 6,204 | 39 | 1,718 | 6,243 | 7,961 | (1,515 | ) | 6,446 | — | ||||||||||||||||||||||||||
| The Point at Garden City Park | 741 | 9,764 | 5,889 | 2,559 | 13,835 | 16,394 | (5,256 | ) | 11,138 | — | ||||||||||||||||||||||||||
| The Pruneyard | 112,136 | 86,918 | 2,810 | 112,136 | 89,728 | 201,864 | (14,462 | ) | 187,402 | (2,200 | ) | |||||||||||||||||||||||||
| The Shops at Hampton Oaks | 843 | 372 | (313 | ) | 297 | 605 | 902 | (266 | ) | 636 | — | |||||||||||||||||||||||||
| The Village at Hunter's Lake | 9,735 | 12,982 | 35 | 9,735 | 13,017 | 22,752 | (2,929 | ) | 19,823 | — |
REGENCY CENTERS CORPORATION AND REGENCY CENTERS, L.P.
Schedule III - Consolidated Real Estate and Accumulated Depreciation
December 31, 2023
(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 or Encumbrances | |||||||||||||||||||||||||||
| The Village at Riverstone | 17,179 | 13,013 | (111 | ) | 17,179 | 12,902 | 30,081 | (3,838 | ) | 26,243 | — | |||||||||||||||||||||||||
| Town and Country | 4,664 | 5,207 | 22 | 4,664 | 5,229 | 9,893 | (2,110 | ) | 7,783 | — | ||||||||||||||||||||||||||
| Town Square | 883 | 8,132 | 739 | 883 | 8,871 | 9,754 | (5,677 | ) | 4,077 | — | ||||||||||||||||||||||||||
| Towne Centre at Somers | 3,235 | 30,998 | 22 | 3,235 | 31,020 | 34,255 | (326 | ) | 33,929 | — | ||||||||||||||||||||||||||
| Treasure Coast Plaza | 7,553 | 21,554 | 1,198 | 7,553 | 22,752 | 30,305 | (5,975 | ) | 24,330 | — | ||||||||||||||||||||||||||
| Tustin Legacy | 13,829 | 23,922 | 42 | 13,828 | 23,965 | 37,793 | (7,310 | ) | 30,483 | — | ||||||||||||||||||||||||||
| Twin City Plaza | 17,245 | 44,225 | 2,685 | 17,263 | 46,892 | 64,155 | (22,416 | ) | 41,739 | — | ||||||||||||||||||||||||||
| Twin Peaks | 5,200 | 25,827 | 9,650 | 6,585 | 34,092 | 40,677 | (19,041 | ) | 21,636 | — | ||||||||||||||||||||||||||
| Unigold Shopping Center | 5,490 | 5,144 | 6,637 | 5,561 | 11,710 | 17,271 | (5,788 | ) | 11,483 | — | ||||||||||||||||||||||||||
| University Commons | 4,070 | 30,785 | 729 | 4,070 | 31,514 | 35,584 | (10,327 | ) | 25,257 | — | ||||||||||||||||||||||||||
| Valencia Crossroads | 17,921 | 17,659 | 1,298 | 17,921 | 18,957 | 36,878 | (17,499 | ) | 19,379 | — | ||||||||||||||||||||||||||
| Valley Ridge Shopping Center | 13,363 | 19,803 | 49 | 13,363 | 19,852 | 33,215 | (238 | ) | 32,977 | (16,775 | ) | |||||||||||||||||||||||||
| Valley Stream | 13,297 | 16,241 | 533 | 13,887 | 16,184 | 30,071 | (1,403 | ) | 28,668 | — | ||||||||||||||||||||||||||
| Van Houten Plaza | 2,178 | 2,747 | — | 2,178 | 2,747 | 4,925 | (39 | ) | 4,886 | — | ||||||||||||||||||||||||||
| Veterans Plaza | 2,328 | 7,104 | 31 | 2,328 | 7,135 | 9,463 | (85 | ) | 9,378 | — | ||||||||||||||||||||||||||
| Village at La Floresta | 13,140 | 20,559 | (59 | ) | 13,156 | 20,484 | 33,640 | (8,735 | ) | 24,905 | — | |||||||||||||||||||||||||
| Village at Lee Airpark | 11,099 | 12,975 | 3,823 | 11,803 | 16,094 | 27,897 | (14,880 | ) | 13,017 | — | ||||||||||||||||||||||||||
| Village Center | 3,885 | 14,131 | 10,047 | 5,480 | 22,583 | 28,063 | (13,473 | ) | 14,590 | — | ||||||||||||||||||||||||||
| Village Commons | 312 | 5,950 | 114 | 312 | 6,064 | 6,376 | (85 | ) | 6,291 | — | ||||||||||||||||||||||||||
| Von's Circle Center | 49,037 | 22,618 | 924 | 49,037 | 23,542 | 72,579 | (6,091 | ) | 66,488 | (4,273 | ) | |||||||||||||||||||||||||
| Wading River | 14,969 | 18,641 | 634 | 14,915 | 19,329 | 34,244 | (1,476 | ) | 32,768 | — | ||||||||||||||||||||||||||
| Waldwick Plaza | 1,724 | 5,824 | — | 1,724 | 5,824 | 7,548 | (73 | ) | 7,475 | — | ||||||||||||||||||||||||||
| Walker Center | 3,840 | 7,232 | 4,094 | 3,878 | 11,288 | 15,166 | (8,612 | ) | 6,554 | — | ||||||||||||||||||||||||||
| Walmart Norwalk | 20,394 | 21,261 | 9 | 20,394 | 21,270 | 41,664 | (6,377 | ) | 35,287 | — | ||||||||||||||||||||||||||
| Washington Commons | 7,829 | 12,182 | 36 | 7,829 | 12,218 | 20,047 | (150 | ) | 19,897 | (8,766 | ) | |||||||||||||||||||||||||
| Waterstone Plaza | 5,498 | 13,500 | 131 | 5,498 | 13,631 | 19,129 | (3,544 | ) | 15,585 | — | ||||||||||||||||||||||||||
| Welleby Plaza | 1,496 | 7,787 | 2,338 | 1,496 | 10,125 | 11,621 | (8,928 | ) | 2,693 | — | ||||||||||||||||||||||||||
| Wellington Town Square | 2,041 | 12,131 | 3,010 | 2,600 | 14,582 | 17,182 | (7,916 | ) | 9,266 | — | ||||||||||||||||||||||||||
| West Bird Plaza | 12,934 | 18,594 | 339 | 15,386 | 16,481 | 31,867 | (4,044 | ) | 27,823 | — | ||||||||||||||||||||||||||
| West Chester Plaza | 1,857 | 7,572 | 725 | 1,857 | 8,297 | 10,154 | (6,979 | ) | 3,175 | — | ||||||||||||||||||||||||||
| West Lake Shopping Center | 10,561 | 9,792 | 447 | 10,561 | 10,239 | 20,800 | (3,114 | ) | 17,686 | — | ||||||||||||||||||||||||||
| West Park Plaza | 5,840 | 5,759 | 3,003 | 5,840 | 8,762 | 14,602 | (5,619 | ) | 8,983 | — | ||||||||||||||||||||||||||
| Westbard Square | 127,859 | 21,514 | (8,648 | ) | 127,934 | 12,791 | 140,725 | (12,024 | ) | 128,701 | — | |||||||||||||||||||||||||
| Westbury Plaza | 116,129 | 51,460 | 6,901 | 117,832 | 56,658 | 174,490 | (14,612 | ) | 159,878 | (88,000 | ) | |||||||||||||||||||||||||
| Westchase | 5,302 | 8,273 | 1,428 | 5,302 | 9,701 | 15,003 | (4,971 | ) | 10,032 | — | ||||||||||||||||||||||||||
| Westchester Commons | 3,366 | 11,751 | 11,160 | 4,894 | 21,383 | 26,277 | (11,182 | ) | 15,095 | — | ||||||||||||||||||||||||||
| Westlake Village Plaza and Center | 7,043 | 27,195 | 30,794 | 17,620 | 47,412 | 65,032 | (36,156 | ) | 28,876 | — | ||||||||||||||||||||||||||
| Westport Plaza | 9,035 | 7,455 | (29 | ) | 9,035 | 7,426 | 16,461 | (2,271 | ) | 14,190 | — | |||||||||||||||||||||||||
| Westport Row | 43,597 | 16,428 | 14,673 | 46,170 | 28,528 | 74,698 | (7,180 | ) | 67,518 | — | ||||||||||||||||||||||||||
| Westwood Village | 19,933 | 25,301 | (1,050 | ) | 18,979 | 25,205 | 44,184 | (18,416 | ) | 25,768 | — | |||||||||||||||||||||||||
| Willa Springs | 13,322 | 15,314 | 330 | 13,322 | 15,644 | 28,966 | (1,358 | ) | 27,608 | (16,700 | ) |
REGENCY CENTERS CORPORATION AND REGENCY CENTERS, L.P.
Schedule III - Consolidated Real Estate and Accumulated Depreciation
December 31, 2023
(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 or Encumbrances | |||||||||||||||||||||||||||
| Williamsburg at Dunwoody | 7,435 | 3,721 | 1,193 | 7,444 | 4,905 | 12,349 | (1,763 | ) | 10,586 | — | ||||||||||||||||||||||||||
| Willow Festival | 1,954 | 56,501 | 3,641 | 1,976 | 60,120 | 62,096 | (23,333 | ) | 38,763 | — | ||||||||||||||||||||||||||
| Willow Oaks | 6,664 | 7,908 | (272 | ) | 6,294 | 8,006 | 14,300 | (3,998 | ) | 10,302 | — | |||||||||||||||||||||||||
| Willows Shopping Center | 51,964 | 78,029 | 3,414 | 51,992 | 81,415 | 133,407 | (17,960 | ) | 115,447 | — | ||||||||||||||||||||||||||
| Woodcroft Shopping Center | 1,419 | 6,284 | 1,799 | 1,421 | 8,081 | 9,502 | (5,807 | ) | 3,695 | — | ||||||||||||||||||||||||||
| Woodman Van Nuys | 5,500 | 7,195 | 384 | 5,500 | 7,579 | 13,079 | (4,833 | ) | 8,246 | — | ||||||||||||||||||||||||||
| Woodmen Plaza | 7,621 | 11,018 | 1,441 | 7,621 | 12,459 | 20,080 | (12,436 | ) | 7,644 | — | ||||||||||||||||||||||||||
| Woodside Central | 3,500 | 9,288 | 895 | 3,489 | 10,194 | 13,683 | (6,498 | ) | 7,185 | — | ||||||||||||||||||||||||||
| Corporate Assets | — | 2,127 | 1,336 | — | 3,463 | 3,463 | (1,489 | ) | 1,974 | — | ||||||||||||||||||||||||||
| Land held for future development | 11,323 | — | (4,611 | ) | 6,712 | — | 6,712 | — | 6,712 | — | ||||||||||||||||||||||||||
| Construction in progress | — | — | 218,181 | — | 218,181 | 218,181 | — | 218,181 | — | |||||||||||||||||||||||||||
| $ | 5,506,209 | 6,848,826 | 1,099,356 | 5,561,362 | 7,893,029 | 13,454,391 | (2,691,386 | ) | 10,763,005 | (757,833 | ) |
(1)
See "Item 2 - Properties" of this Report, for geographic location, year each operating property was acquired, and year constructed or last major renovation.
(2)
The negative balance for costs capitalized subsequent to acquisition could include out-parcels sold, provision for losses 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, 2023
(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 $10.8 billion at December 31, 2023.
The changes in total real estate assets for the years ended December 31, 2023, 2022, and 2021 are as follows:
| (in thousands) | 2023 | 2022 | 2021 | |||||||||
| Beginning balance | $ | 11,858,064 | 11,495,581 | 11,101,858 | ||||||||
| Acquired properties and land | 1,445,428 | 224,653 | 479,708 | |||||||||
| Developments and improvements | 206,085 | 171,629 | 172,012 | |||||||||
| Disposal of building and tenant improvements | (14,149 | ) | (29,523 | ) | (10,898 | ) | ||||||
| Sale of properties | (19,366 | ) | (4,276 | ) | (107,090 | ) | ||||||
| Properties held for sale | (21,671 | ) | — | (50,873 | ) | |||||||
| Provision for impairment | — | — | (89,136 | ) | ||||||||
| Ending balance | $ | 13,454,391 | 11,858,064 | 11,495,581 |
The changes in accumulated depreciation for the years ended December 31, 2023, 2022, and 2021 are as follows:
| (in thousands) | 2023 | 2022 | 2021 | |||||||||
| Beginning balance | $ | 2,415,860 | 2,174,963 | 1,994,108 | ||||||||
| Depreciation expense | 293,705 | 270,520 | 253,437 | |||||||||
| Disposal of building and tenant improvements | (14,149 | ) | (29,523 | ) | (10,898 | ) | ||||||
| Sale of properties | (569 | ) | (100 | ) | (28,715 | ) | ||||||
| Accumulated depreciation related to properties held for sale | (3,461 | ) | — | (28,110 | ) | |||||||
| Provision for impairment | — | — | (4,859 | ) | ||||||||
| Ending balance | $ | 2,691,386 | 2,415,860 | 2,174,963 |
See accompanying report of independent registered public accounting firm.
Previous: Item 7A. Quantitative and Qualitative Disclosures about Market Risk · Next: Item 9. Changes in and Disagreements with Accountants on Accounting and Financial Disclosure