filings.toolsItem 2. Management's Discussion and Analysis of Financial Condition and Results of Operations
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Item 2. Management's Discussion and Analysis of Financial Condition and Results of Operations
Forward-Looking Statements
Certain statements in this document regarding anticipated financial, business, legal or other outcomes including business and market conditions, outlook and other similar statements relating to Regency's future events, developments, or financial or operational performance or results, are "forward-looking statements" made pursuant to the safe harbor provisions of the Private Securities Litigation Reform Act of 1995 and other federal securities laws. These forward-looking statements are identified by the use of words such as "may," "will," "could," "should," "would," "expect," "estimate," "believe," "intend," "forecast," "project," "plan," "anticipate," "guidance," and other similar language. However, the absence of these or similar words or expressions does not mean a statement is not forward-looking. While we believe these forward-looking statements are reasonable when made, forward-looking statements are not guarantees of future performance or events and undue reliance should not be placed on these statements. Although we believe the expectations reflected in any forward-looking statements are based on reasonable assumptions, we can give no assurance these expectations will be attained, and it is possible actual results may differ materially from those indicated by these forward-looking statements due to a variety of risks and uncertainties.
Our operations are subject to a number of risks and uncertainties including, but not limited to, risk factors described in our Securities and Exchange Commission ("SEC") filings, our Annual Report on Form 10-K for the year ended December 31, 2022 ("2022 Form 10-K") under Item 1A. "Risk Factors" and in Part II, Item 1A. "Risk Factors" in this Report. When considering an investment in our securities, you should carefully read and consider these risks, together with all other information in our most recent 2022 Form 10-K, subsequent Quarterly Reports on Form 10-Q and our other filings with and submissions to the SEC. If any of the events described in the risk factors actually occur, our business, financial condition or operating results, as well as the market price of our securities, could be materially adversely affected. Forward-looking statements are only as of the date they are made, and Regency undertakes no duty to update its forward-looking statements, whether as a result of new information, future events, or developments otherwise, except as and to the extent required by law.
Pending Acquisition of Urstadt Biddle Properties Inc.
On May 17, 2023, the Parent Company entered into a merger agreement by and among the Parent Company, Hercules Merger Sub UBP, UB Sub I, and UB Sub II, pursuant to which, subject to the satisfaction or waiver of certain conditions, (a) UB Sub II will be merged with and into Urstadt Biddle, 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 will be merged with and into Merger Sub, with Merger Sub being the surviving entity in the second merger. The combined company will retain the Regency name and continue to trade under the ticker symbol “REG” on the NASDAQ. On the terms and subject to the conditions set forth in the merger agreement, which has been approved by the boards of directors of Regency Centers Corporation and UBP, at the first merger effective time, each Urstadt Biddle common share and each share of 6.25% Series H Cumulative Redeemable Preferred Stock and 5.875% Series K Cumulative Redeemable Preferred Stock will be 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, at second merger effective time, 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, will be 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 will be converted into one share of newly issued Parent Company Series A preferred stock and Parent Company Series B preferred stock, respectively. The closing of the mergers is subject to certain conditions, including the requisite approval from the stockholders of UBP (a special meeting of the stockholders of UBP to vote on the mergers is scheduled to be held on August 16, 2023), the receipt of certain tax opinions by Regency Centers Corporation and UBP, and other customary closing conditions. The mergers are expected to close mid-to-late August, 2023. However, the Company cannot predict with certainty when, or if, the mergers will be completed because completion of the mergers is subject to conditions beyond the control of the Company. In connection with the proposed transaction, on July 12, 2023, Regency Centers Corporation filed with the Securities and Exchange Commission a registration statement on Form S-4 that included a proxy statement of UBP and constituted a prospectus of Regency.
Non-GAAP Measures
In addition to the required Generally Accepted Accounting Principles ("GAAP") presentations, we use and report certain non-GAAP measures as we believe these measures improve the understanding of our operational results. We believe these non-GAAP measures provide useful information to our Board of Directors, management and investors regarding certain trends relating to our financial condition and results of operations. Our management uses these non-GAAP measures to compare our performance to that of prior periods for trend analyses, purposes of determining management incentive compensation and budgeting, forecasting and planning purposes. We continually evaluate the usefulness, relevance, limitations, and calculation of our reported non-GAAP measures to determine how best to provide relevant information to the public, and thus such reported measures could change.
We do not consider non-GAAP measures an alternative to financial measures determined in accordance with GAAP, rather they supplement GAAP measures by providing additional information we believe to be useful to our shareholders. The principal limitation of these non-GAAP measures is that they may exclude significant expense and income items that are required by GAAP to be recognized in our Consolidated Financial Statements. In addition, they reflect the exercise of management's judgment about which expense and income items are excluded or included in determining these non-GAAP measures. In order to compensate for these limitations, reconciliations of the non-GAAP measures we use to their most directly comparable GAAP measures are provided. Non-GAAP measures should not be relied upon in evaluating the financial condition, results of operations, or future prospects of the Company.
Defined Terms
The following terms, as defined, are commonly used by management and the investing public to understand and evaluate our operational results, and are included in this document:
Core Operating Earnings is an additional performance measure we use because the computation of Nareit Funds from Operations includes certain non-comparable items that affect our period-over-period performance. Core Operating Earnings excludes from Nareit FFO: (i) transaction related income or expenses, (ii) gains or losses from the early extinguishment of debt, (iii) certain non-cash components of earnings derived from above and below market rent amortization, straight-line rents, and amortization of mark-to-market debt adjustments, and (iv) other amounts as they occur. We provide reconciliations of both Net Income Attributable to Common Shareholders to Nareit FFO and Nareit FFO to Core Operating Earnings.
Development Completion is a Property in Development that is deemed complete upon the earlier of: (i) 90% of total estimated net development costs have been incurred and percent leased equals or exceeds 95%, or (ii) the property features at least two years of anchor operations. Once deemed complete, the property is termed a Retail Operating Property.
Fixed Charge Coverage Ratio is defined as Operating EBITDAre divided by the sum of the gross interest and scheduled mortgage principal paid to our lenders.
Nareit EBITDAre is a measure of REIT performance, which the National Association of Real Estate Investment Trusts ("Nareit") defines as net income, computed in accordance with GAAP, excluding (i) interest expense, (ii) income tax expense, (iii) depreciation and amortization, (iv) gains on sales of real estate, (v) impairments of real estate, and (vi) adjustments to reflect the Company's share of unconsolidated partnerships and joint ventures.
Nareit Funds from Operations ("NAREIT FFO") is a commonly used measure of REIT performance, which Nareit defines as net income, computed in accordance with GAAP, excluding gains on sales and impairments of real estate, net of tax, plus depreciation and amortization, and after adjustments for unconsolidated partnerships and joint ventures. We compute Nareit FFO for all periods presented in accordance with Nareit's definition.
Companies use different depreciable lives and methods, and real estate values historically fluctuate with market conditions. Since Nareit FFO excludes depreciation and amortization and gains on sale and impairments of real estate, it provides a performance measure that, when compared year over year, reflects the impact on operations from trends in percent leased, rental rates, operating costs, acquisition and development activities, and financing costs. This provides a perspective of our financial performance not immediately apparent from net income determined in accordance with GAAP. Thus, Nareit FFO is a supplemental non-GAAP financial measure of our operating performance, which does not represent cash generated from operating activities in accordance with GAAP; and, therefore, should not be considered a substitute measure of cash flows from operations. We provide a reconciliation of Net Income Attributable to Common Shareholders to Nareit FFO.
Net Operating Income ("NOI") is the sum of base rent, percentage rent, recoveries from tenants, other lease income, and other property income, less operating and maintenance expenses, real estate taxes, ground rent, and uncollectible lease income. NOI excludes straight-line rental income and expense, above and below market rent and ground rent amortization, tenant lease inducement amortization, and other fees. We also provide disclosure of NOI excluding termination fees, which excludes both termination fee income and expenses.
A Non-Same Property is any property, during either calendar year period being compared, that was acquired, sold, a Property in Development, a Development Completion, or a property under, or being positioned for, significant redevelopment that distorts comparability between periods. Non-retail properties and corporate activities, including the captive insurance program, are part of Non-Same Property.
Operating EBITDAre begins with Nareit EBITDAre and excludes certain non-cash components of earnings derived from above and below market rent amortization and straight-line rents. We provide a reconciliation of Net income to Nareit EBITDAre to Operating EBITDAre.
Pro-rata information includes 100% of our consolidated properties plus our economic share (based on our ownership interest) in our unconsolidated real estate investment partnerships.
We provide Pro-rata financial information because we believe it assists investors and analysts in estimating our economic interest in our consolidated and unconsolidated partnerships, when read in conjunction with our reported results under GAAP. We believe presenting our Pro-rata share of assets, liabilities, operating results, and other metrics, along with certain other non-GAAP measures, makes comparisons of our operating results to those of other REITs more meaningful. The Pro-rata information provided is not, nor is it intended to be, presented in accordance with GAAP. The Pro-rata supplemental details of assets and liabilities and supplemental details of operations reflect our proportionate economic ownership of the assets, liabilities, and operating results of the properties in our portfolio.
The Pro-rata information is prepared on a basis consistent with the comparable consolidated amounts and is intended to more accurately reflect our proportionate economic interest in the assets, liabilities, and operating results of properties in our portfolio. We do not control the unconsolidated investment partnerships, and the Pro-rata presentations of the assets and liabilities, and revenues and expenses do not represent our legal claim to such items. The partners are entitled to profit or loss allocations and distributions of cash flows according to the operating agreements, which generally provide for such allocations according to their invested capital. Our share of invested capital establishes the ownership interests we use to prepare our Pro-rata share.
The presentation of Pro-rata information has limitations which include, but are not limited to, the following:
o
The amounts shown on the individual line items were derived by applying our overall economic ownership interest percentage determined when applying the equity method of accounting and do not necessarily represent our legal claim to the assets and liabilities, or the revenues and expenses; and
o
Other companies in our industry may calculate their Pro-rata interest differently, limiting the comparability of Pro-rata information.
Because of these limitations, the Pro-rata financial information should not be considered independently or as a substitute for our financial statements as reported under GAAP. We compensate for these limitations by relying primarily on our GAAP financial statements, using the Pro-rata information as a supplement.
Property In Development includes properties in various stages of ground-up development.
Property In Redevelopment includes Retail Operating Properties under redevelopment or being positioned for redevelopment. Unless otherwise indicated, a Property in Redevelopment is included in the Same Property pool.
Redevelopment Completion is a Property in Redevelopment that is deemed complete upon the earlier of: (i) 90% of total estimated project costs have been incurred and percent leased equals or exceeds 95% for the Company owned GLA related to the project, or (ii) the property features at least two years of anchor operations, if applicable.
Retail Operating Property is any retail property not termed a Property in Development. A retail property is any property where the majority of the income is generated from retail uses.
Same Property is a Retail Operating Property that was owned and operated for the entirety of both calendar year periods being compared. This term excludes Properties in Development, prior year Development Completions, and Non-Same Properties. Properties in Redevelopment are included unless otherwise indicated.
Overview of Our Strategy
Regency Centers Corporation began operations as a publicly-traded REIT in 1993. All of our operating, investing, and financing activities are performed through our Operating Partnership, Regency Centers, L.P. and its wholly-owned subsidiaries, and through our co-investment partnerships. As of June 30, 2023, the Parent Company owned approximately 99.4% of the outstanding common partnership units of the Operating Partnership.
We are a preeminent national owner, operator, and developer of shopping centers located in suburban trade areas with compelling demographics. As of June 30, 2023, we had full or partial ownership interests in 406 retail properties. Our properties are high-quality neighborhood and community shopping centers primarily anchored by market leading grocers and principally located in suburban markets within the country's most desirable metro areas and contain approximately 51.3 million square feet ("SF") of gross leasable area ("GLA"). Our mission is to create thriving environments for retailers and service providers to connect with surrounding neighborhoods and communities. Our vision is to elevate quality of life as an integral thread in the fabric of our communities. Our portfolio includes thriving properties merchandised with highly productive grocers, restaurants, service providers, and best-in-class retailers that connect to their neighborhoods, communities, and customers.
Our values:
We are our people: Our people are our greatest asset, and we believe a talented team from differing backgrounds and experiences make us better.
We do what is right: We act with unwavering standards of honesty and integrity.
We connect with our communities: We promote philanthropic ideas and strive for the betterment of our neighborhoods by giving our time and financial support.
We are responsible: Our duty is to balance purpose and profit, being good stewards of capital and the environment for the benefit of all our stakeholders.
We strive for excellence: When we are passionate about what we do, it is reflected in our performance.
We are better together: When we listen to each other and our customers, we will succeed together.
Our goals are to:
Own and manage a portfolio of high-quality neighborhood and community shopping centers primarily anchored by market leading grocers and principally located in suburban trade areas in the most desirable metro areas in the United States. We expect that this strategy will result in highly desirable and attractive centers with best-in-class retailers. These centers should command higher rental and occupancy rates resulting in excellent prospects to grow NOI;
Maintain an industry leading and disciplined development and redevelopment platform to create exceptional retail centers that deliver favorable returns;
Support our business activities with a conservative capital structure, including a strong balance sheet with sufficient liquidity to meet our capital needs together with a carefully constructed debt maturity profile;
Implement leading environmental, social, and governance ("ESG") practices through our Corporate Responsibility Program;
Engage and retain an exceptional and diverse team that is guided by our strong values, while fostering an environment of innovation and continuous improvement; and
Create shareholder value by increasing earnings and dividends per share such that we generate total returns at or near the top of our shopping center peers.
Risks and Uncertainties
Refer to Item 1, Note 1 to Unaudited Consolidated Financial Statements.
Please also refer to the Risk Factors discussed in Item 1A of Part I of our Annual Report on Form 10-K for the year ended December 31, 2022, and the Risk Factors described in Part II, Item 1A of this Form 10-Q.
Executing on our Strategy
During the six months ended June 30, 2023, we had Net income attributable to common shareholders of $184.1 million as compared to $300.0 million during the six months ended June 30, 2022, which included gains on sale of real estate of $106.2 million.
During the six months ended June 30, 2023:
Our Pro-rata same property NOI, excluding termination fees, grew 2.0%, as compared to the six months ended June 30, 2022, primarily attributable to improvements in base rent from increases in year over year occupancy rates, contractual rent steps in existing leases, and positive rent spreads on new and renewal leases.
We executed 842 new and renewal leasing transactions representing 3.0 million Pro-rata SF with positive rent spreads of 9.2% during the six months ended June 30, 2023, compared to 934 leasing transactions representing 3.2 million Pro-rata SF with positive rent spreads of 7.6% during the six months ended June 30, 2022. Rent spreads are calculated on all executed leasing transactions for comparable Retail Operating Property spaces, including spaces vacant greater than 12 months.
At June 30, 2023, December 31, 2022, and June 30, 2022 our total property portfolio was 94.6%, 94.8%, and 94.2% leased, respectively. At June 30, 2023, December 31, 2022, and June 30, 2022 our Same Property portfolio was 95.2%, 95.1%, and 94.5% leased, respectively.
We continued our development and redevelopment of high quality shopping centers:
Estimated Pro-rata project costs of our current in process development and redevelopment projects total $410.6 million at June 30, 2023, compared to $300.9 million at December 31, 2022, as further discussed within Liquidity and Capital Resources.
Development and redevelopment projects completed during 2023 represent $69.4 million of estimated net project cost, with an average stabilized yield of 8.3%.
We maintained liquidity and financial flexibility to cost effectively fund investment opportunities and debt maturities:
We have no unsecured debt maturities until June 2024 and a manageable level of secured mortgage maturities during the next 12 months, including mortgages within our real estate partnerships. At June 30, 2023, we had $1.2 billion available on the Line.
At June 30, 2023, our Pro-rata net debt-to-operating EBITDAre ratio on a trailing 12 month basis was 4.9x compared to 5.0x at December 31, 2022.
Property Portfolio
The following table summarizes general information related to the consolidated properties in our portfolio:
| (GLA in thousands) | June 30, 2023 | December 31, 2022 | |
| Number of Properties | 310 | 308 | |
| GLA | 39,009 | 38,834 | |
| % Leased – Operating and Development | 94.5% | 94.8% | |
| % Leased – Operating | 95.0% | 94.9% | |
| Weighted average annual effective rent per square foot ("PSF"), net of tenant concessions. | $24.21 | $23.95 |
The following table summarizes general information related to the unconsolidated properties owned in co-investment partnerships in our portfolio:
| (GLA in thousands) | June 30, 2023 | December 31, 2022 | |
| Number of Properties | 96 | 96 | |
| GLA | 12,316 | 12,311 | |
| % Leased – Operating and Development | 95.2% | 94.8% | |
| % Leased –Operating | 95.3% | 94.8% | |
| Weighted average annual effective rent PSF, net of tenant concessions | $23.54 | $23.15 |
The following table summarizes Pro-rata occupancy rates of our combined consolidated and unconsolidated shopping center portfolio:
| June 30, 2023 | December 31, 2022 | ||
| Percent Leased – All Properties | 94.6% | 94.8% | |
| Anchor Space (spaces ≥ 10,000 SF) | 96.0% | 96.8% | |
| Shop Space (spaces < 10,000 SF) | 92.3% | 91.5% |
The following table summarizes leasing activity, including our Pro-rata share of activity within the portfolio of our co-investment partnerships (totals as a weighted average PSF):
| Six months ended June 30, 2023 | ||||||||||||||||||||
| Leasing Transactions | SF (in thousands) | Base Rent PSF | Tenant Allowance and Landlord Work PSF | Leasing Commissions PSF | ||||||||||||||||
| Anchor Space Leases | ||||||||||||||||||||
| New | 13 | 251 | $ | 19.44 | $ | 47.72 | $ | 5.42 | ||||||||||||
| Renewal | 47 | 1,300 | 16.50 | 0.48 | 0.08 | |||||||||||||||
| Total Anchor Space Leases | 60 | 1,551 | $ | 16.97 | $ | 8.14 | $ | 0.94 | ||||||||||||
| Shop Space Leases | ||||||||||||||||||||
| New | 272 | 577 | $ | 39.42 | $ | 41.38 | $ | 13.18 | ||||||||||||
| Renewal | 510 | 873 | 36.92 | 1.62 | 0.60 | |||||||||||||||
| Total Shop Space Leases | 782 | 1,450 | $ | 37.92 | $ | 17.44 | $ | 5.60 | ||||||||||||
| Total Leases | 842 | 3,001 | $ | 27.09 | $ | 12.63 | $ | 3.19 |
| Six months ended June 30, 2022 | ||||||||||||||||||||
| Leasing Transactions | SF (in thousands) | Base Rent PSF | Tenant Allowance and Landlord Work PSF | Leasing Commissions PSF | ||||||||||||||||
| Anchor Space Leases | ||||||||||||||||||||
| New | 11 | 372 | $ | 12.94 | $ | 10.42 | $ | 5.65 | ||||||||||||
| Renewal | 49 | 1,227 | 18.85 | 1.50 | 0.11 | |||||||||||||||
| Total Anchor Space Leases | 60 | 1,599 | $ | 17.47 | $ | 3.57 | $ | 1.40 | ||||||||||||
| Shop Space Leases | ||||||||||||||||||||
| New | 278 | 510 | $ | 38.71 | $ | 37.70 | $ | 11.61 | ||||||||||||
| Renewal | 596 | 1,103 | 36.52 | 1.75 | 0.82 | |||||||||||||||
| Total Shop Space Leases | 874 | 1,613 | $ | 37.21 | $ | 13.12 | $ | 4.24 | ||||||||||||
| Total Leases | 934 | 3,212 | $ | 27.39 | $ | 8.37 | $ | 2.83 |
The weighted-average base rent on signed Shop Space leases during 2023 was $37.92 PSF, which is higher than the $35.86 PSF weighted average annual base rent of all Shop Space leases due to expire during the next 12 months. New and renewal rent spreads, compared to prior rents on these same spaces leased, were positive at 9.2% for the six months ended June 30, 2023, compared to 7.6% for the six months ended June 30, 2022.
The success of our tenants in operating their businesses and their corresponding ability to pay us rent continue to be impacted by current economic challenges, which increase their cost of doing business, including, but not limited to, inflation, labor shortages, increasing energy prices, and interest rates. Additionally, macroeconomic and geopolitical risks may create challenges that exacerbate current market conditions in the United States.
These economic conditions could adversely impact our volume of leasing activity, leasing spreads, and financial results generally, as well as adversely affect the business and financial results of our tenants. The aggregate impacts of these current economic challenges may also negatively affect the overall market for retail space, resulting in decreased demand for space in our centers. This, in turn, could result in downward pressure on rents that we are able to charge to new or renewing tenants, such that future new and renewal rent spreads could be adversely impacted as tenants look to manage total occupancy costs. Further, we may experience higher costs for tenant buildouts, as costs of materials and labor may continue to increase and supply and availability of both may become more limited.
Significant Tenants and Concentrations of Risk
We seek to reduce our operating and leasing risks through geographic diversification of our properties and by avoiding dependence on any single property, market, or tenant. Based on percentage of annualized base rent, the following table summarizes our most significant tenants, of which four of the top five are grocers:
| June 30, 2023 | ||||||||
| Tenant | Number of Stores | Percentage of Company- owned GLA (1) | Percentage of Annual Base Rent (1) | |||||
| Publix | 67 | 7.1% | 3.3% | |||||
| Kroger Co. | 52 | 7.1% | 3.0% | |||||
| Albertsons Companies, Inc. | 46 | 4.7% | 2.9% | |||||
| Amazon/Whole Foods | 37 | 2.9% | 2.8% | |||||
| TJX Companies, Inc. | 64 | 3.6% | 2.6% |
(1)
Includes Regency's Pro-rata share of unconsolidated properties and excludes those owned by anchors.
Bankruptcies and Credit Concerns
Our management team devotes significant time to researching and monitoring consumer preferences and trends, customer shopping behaviors, changes in delivery methods, shifts to e-commerce, and changing demographics in order to anticipate the challenges and opportunities impacting our industry. We seek to mitigate these potential impacts through maintaining a high quality portfolio, diversifying our tenant mix, replacing less successful tenants with stronger operators, anchoring our centers with market leading grocery stores that drive customer traffic, and maintaining a presence in suburban trade areas with compelling demographic populations benefiting from high levels of disposal income. The potential for a recession and the severity and duration of any economic downturn could negatively impact our existing tenants and their ability to continue to meet their lease obligations.
Although base rent is derived from long-term lease contracts, tenants that file bankruptcy generally have the legal right to reject any or all of their leases and close related stores. Any unsecured claim we hold against a bankrupt tenant for unpaid rent might be paid only to the extent that funds are available and only in the same percentage as is paid to all other holders of unsecured claims. As a result, it is likely that we would recover substantially less than the full value of any unsecured claims we hold. Additionally, we may incur significant expense to adjudicate our claim and significant downtime to re-lease the vacated space. In the event that a tenant with a significant number of leases in our shopping centers files bankruptcy and rejects its leases, we could experience a significant reduction in our revenues. Tenants who are currently in bankruptcy and continue to occupy space in our shopping centers represent an aggregate of 0.6% of our Pro-rata annual base rent, including 0.3% of our Pro-rata annual base rent related to Bed Bath and Beyond.
Results from Operations
Comparison of the three months ended June 30, 2023 and 2022:
Our revenues changed as summarized in the following table:
| Three months ended June 30, | ||||||||||||
| (in thousands) | 2023 | 2022 | Change | |||||||||
| Lease income | ||||||||||||
| Base rent | $ | 213,977 | 204,353 | 9,624 | ||||||||
| Recoveries from tenants | 74,748 | 68,464 | 6,284 | |||||||||
| Percentage rent | 1,380 | 751 | 629 | |||||||||
| Uncollectible lease income | (343 | ) | 4,900 | (5,243 | ) | |||||||
| Other lease income | 3,066 | 3,310 | (244 | ) | ||||||||
| Straight-line rent | 2,879 | 5,473 | (2,594 | ) | ||||||||
| Above / below market rent amortization | 8,751 | 5,613 | 3,138 | |||||||||
| Total lease income | $ | 304,458 | 292,864 | 11,594 | ||||||||
| Other property income | 2,683 | 2,720 | (37 | ) | ||||||||
| Management, transaction, and other fees | 7,106 | 6,499 | 607 | |||||||||
| Total revenues | $ | 314,247 | 302,083 | 12,164 |
Lease income increased by $11.6 million, on a net basis, primarily driven by the following contractually billable components of rent to the tenants per the lease agreements:
$9.6 million increase from billable Base rent, as follows:
o
$639,000 increase from rent commencing at development properties;
o
$1.0 million increase from acquisitions of operating properties; and
o
$8.0 million net increase from same properties, including a $2.4 million increase related to redevelopment projects and a $5.6 million net increase in the remaining same properties due to increases from occupancy, rent steps in existing leases, and positive rental spreads on new and renewal leases.
$6.3 million increase from contractual Recoveries from tenants, which represents the tenants' proportionate share of the operating, maintenance, insurance, and real estate tax expenses that we incur to operate our shopping centers. Recoveries from tenants increased primarily from same properties due to higher operating costs in the current year.
$629,000 increase from Percentage rent due to increases in tenant sales.
$5.2 million decrease from changes in Uncollectible lease income. While we continue to see improvements in our collection rates, our 2023 collections of COVID-19 related reserves have been lower than our 2022 experience resulting in reduced Uncollectible lease income year over year.
$2.6 million decrease in Straight-line rent due to higher 2022 levels of reinstating straight-line rents from former cash basis tenants upon returning to accrual basis.
$3.1 million increase in Above and below market rent primarily from same properties driven by early tenant move-outs.
Management, transaction, and other fees increased $607,000 primarily due to an increase in debt placement fees.
Changes in our operating expenses are summarized in the following table:
| Three months ended June 30, | ||||||||||||
| (in thousands) | 2023 | 2022 | Change | |||||||||
| Depreciation and amortization | $ | 83,161 | 79,350 | 3,811 | ||||||||
| Property operating expense | 54,394 | 47,750 | 6,644 | |||||||||
| Real estate taxes | 38,509 | 36,700 | 1,809 | |||||||||
| General and administrative | 25,065 | 17,645 | 7,420 | |||||||||
| Other operating expenses | 1,682 | 617 | 1,065 | |||||||||
| Total operating expenses | $ | 202,811 | 182,062 | 20,749 |
Depreciation and amortization costs increased by $3.8 million, on a net basis, as follows:
$129,000 increase from development properties where tenant spaces became available for occupancy, offset by decreases from corporate asset depreciation and the sale of operating properties;
$674,000 increase from acquisitions of operating properties; and
$3.0 million increase from same properties, primarily related to early tenant move-outs.
Property operating expense increased $6.6 million, on a net basis, as follows:
$230,000 increase from development properties where tenant spaces became available for occupancy, offset by decreases from the sale of operating properties;
$1.6 million increase from insurance claims expense and acquisitions of operating properties; and
$4.8 million increase from same properties primarily attributable to an increase in recoverable common area and tenant related costs.
Real estate taxes increased $1.8 million, on a net basis, as follows:
$217,000 increase from acquisitions of operating properties, offset by decreases from development properties and the sale of operating properties; and
$1.6 million increase from same properties primarily due to increase in real estate tax assessment across the portfolio.
General and administrative costs increased $7.4 million on a net basis, as follows:
$6.2 million net increase due to changes in the value of participant obligations within the deferred compensation plan, attributable to changes in market values of those investments, reflected within Net investment income; and
$1.1 million increase in other corporate overhead costs driven by increases in travel related costs, partially offset by
$126,000 decrease due to higher development overhead capitalization based on the timing and progress of our development and redevelopment projects.
Other operating expenses increased $1.1 million attributable to an increase in development pursuit costs and other professional services.
The following table presents the components of other expense (income):
| Three months ended June 30, | ||||||||||||
| (in thousands) | 2023 | 2022 | Change | |||||||||
| Interest expense, net | ||||||||||||
| Interest on notes payable | $ | 37,177 | 37,274 | (97 | ) | |||||||
| Interest on unsecured credit facilities | 1,342 | 495 | 847 | |||||||||
| Capitalized interest | (1,284 | ) | (1,019 | ) | (265 | ) | ||||||
| Hedge expense | 109 | 109 | — | |||||||||
| Interest income | (388 | ) | (160 | ) | (228 | ) | ||||||
| Interest expense, net | $ | 36,956 | 36,699 | 257 | ||||||||
| Gain on sale of real estate, net of tax | (81 | ) | (4,291 | ) | 4,210 | |||||||
| Net investment (income) loss | (1,742 | ) | 5,468 | (7,210 | ) | |||||||
| Total other expense (income) | $ | 35,133 | 37,876 | (2,743 | ) |
Gain on sale of real estate, net of tax, decreased $4.2 million driven by the two land parcel sales during the three months ended June 30, 2022.
Net investment income increased $7.2 million primarily driven by gains on investments held in the non-qualified deferred compensation plan and our captive insurance company. This is partially offset by $6.2 million of greater expense in General and administrative costs related to participant obligations within the deferred compensation plans.
Our equity in income of investments in real estate partnerships changed as follows:
| Three months ended June 30, | ||||||||||||||
| (in thousands) | Regency's Ownership | 2023 | 2022 | Change | ||||||||||
| GRI - Regency, LLC (GRIR) | 40.00% | $ | 9,111 | 9,031 | 80 | |||||||||
| New York Common Retirement Fund (NYC) (1) | 30.00% | 32 | 8,945 | (8,913 | ) | |||||||||
| Columbia Regency Retail Partners, LLC (Columbia I) | 20.00% | 419 | 422 | (3 | ) | |||||||||
| Columbia Regency Partners II, LLC (Columbia II) | 20.00% | 385 | 361 | 24 | ||||||||||
| Columbia Village District, LLC | 30.00% | 304 | 434 | (130 | ) | |||||||||
| RegCal, LLC (RegCal) (2) | 25.00% | 124 | 3,625 | (3,501 | ) | |||||||||
| Other investments in real estate partnerships | 31.00% - 50.00% | 1,494 | 1,024 | 470 | ||||||||||
| Total equity in income of investments in real estate partnerships | $ | 11,869 | 23,842 | (11,973 | ) |
(1)
On May 25, 2022, the NYC partnership sold its remaining two properties and distributed sales proceeds to its members. Dissolution will follow final distributions, which are expected in the third quarter of 2023.
(2)
On April 1, 2022, we acquired our partner's 75% share in four properties held in the RegCal partnership for a total purchase price of $88.5 million; therefore results following the date of acquisition are included in consolidated results. A single operating property remains within RegCal, LLC, at June 30, 2023.
The $12.0 million decrease in our equity in income of investments in real estate partnerships is largely attributable to the following changes:
$8.9 million decrease within NYC, primarily due to gains on the sale of two operating properties during 2022; and
$3.5 million decrease within RegCal, primarily due to a gain on sale of one operating property during 2022.
The following represents the remaining components that comprised net income attributable to common stockholders and unit holders:
| Three months ended June 30, | ||||||||||||
| (in thousands) | 2023 | 2022 | Change | |||||||||
| Net income | $ | 88,172 | 105,987 | (17,815 | ) | |||||||
| Income attributable to noncontrolling interests | (1,390 | ) | (1,191 | ) | (199 | ) | ||||||
| Net income attributable to common shareholders | $ | 86,782 | 104,796 | (18,014 | ) | |||||||
| Net income attributable to exchangeable operating partnership units | (550 | ) | (452 | ) | (98 | ) | ||||||
| Net income attributable to common unit holders | $ | 87,332 | 105,248 | (17,916 | ) |
Results from Operations
Comparison of the six months ended June 30, 2023 and 2022:
Our revenues changed as summarized in the following table:
| Six months ended June 30, | ||||||||||||
| (in thousands) | 2023 | 2022 | Change | |||||||||
| Lease income | ||||||||||||
| Base rent | $ | 426,907 | 403,605 | 23,302 | ||||||||
| Recoveries from tenants | 145,974 | 136,238 | 9,736 | |||||||||
| Percentage rent | 8,410 | 5,699 | 2,711 | |||||||||
| Uncollectible lease income | 1,594 | 11,046 | (9,452 | ) | ||||||||
| Other lease income | 10,282 | 7,135 | 3,147 | |||||||||
| Straight-line rent | 5,476 | 11,484 | (6,008 | ) | ||||||||
| Above / below market rent amortization | 14,616 | 11,302 | 3,314 | |||||||||
| Total lease income | $ | 613,259 | 586,509 | 26,750 | ||||||||
| Other property income | 5,821 | 5,824 | (3 | ) | ||||||||
| Management, transaction, and other fees | 13,144 | 13,183 | (39 | ) | ||||||||
| Total revenues | $ | 632,224 | 605,516 | 26,708 |
Total lease income increased $26.8 million primarily driven by the following contractually billable components of rent to the tenants per the lease agreements:
$23.3 million increase from billable Base rent, as follows:
o
$1.4 million increase from rent commencing at development properties;
o
$2.9 million increase from acquisitions of development properties; and
o
$19.1 million net increase from same properties, including a $2.1 million increase related to our acquisition and resulting consolidation of four properties previously held in an unconsolidated partnership during 2022, a $5.0 million increase due to redevelopment projects completing and operating, and a $12.0 million net increase in the remaining same properties due to increases from occupancy, rent steps in existing leases, and positive rental spreads on new and renewal leases.
$9.7 million increase from contractual Recoveries from tenants, which represents the tenants' proportionate share of the operating, maintenance, insurance, and real estate tax expenses that we incur to operate our shopping centers. Recoveries from tenants increased, on a net basis, from the following:
o
$177,000 increase from rents commencing at development properties and the sale of operating properties;
o
$564,000 increase from acquisitions of operating properties; and
o
$9.0 million net increase from same properties primarily due to higher operating costs in the current year.
$2.7 million increase in Percentage rent due to increases in tenant sales.
$9.5 million decrease from changes in Uncollectible lease income. Although we continue to see improvements in our collection rates, our 2023 collections of COVID-19 related reserves have been lower than our 2022 experience resulting in reduced Uncollectible lease income year over year.
$3.1 million increase in Other lease income primarily due to an increase in lease termination fees.
$6.0 million decrease in Straight-line rent due to higher 2022 levels of reinstating straight-line rents from former cash basis tenants upon returning to accrual basis.
$3.3 million increase in Above and below market rent primarily from same properties driven by an early tenant move-out.
Changes in our operating expenses are summarized in the following table:
| Six months ended June 30, | ||||||||||||
| (in thousands) | 2023 | 2022 | Change | |||||||||
| Depreciation and amortization | $ | 165,868 | 157,192 | 8,676 | ||||||||
| Property operating expense | 105,416 | 94,211 | 11,205 | |||||||||
| Real estate taxes | 76,986 | 73,569 | 3,417 | |||||||||
| General and administrative | 50,345 | 36,437 | 13,908 | |||||||||
| Other operating expenses | 1,185 | 2,790 | (1,605 | ) | ||||||||
| Total operating expenses | $ | 399,800 | 364,199 | 35,601 |
Depreciation and amortization costs increased $8.7 million, on a net basis, as follows:
$319,000 increase from development properties where tenant spaces became available for occupancy, offset by decreases from corporate asset depreciation and the sale of operating properties;
$2.0 million increase from acquisitions of operating properties; and
$6.4 million increase from same properties, primarily related to redevelopment projects.
Property operating expense increased $11.2 million, on a net basis, as follows:
$426,000 increase from development properties where tenant spaces became available for occupancy, offset by decreases from the sale of operating properties;
$2.7 million increase from insurance claims expense and acquisitions of operating properties; and
$8.1 million increase from same properties primarily attributable to an increase in recoverable common area and tenant related costs.
Real estate taxes increased $3.4 million, on a net basis, mainly due to the following:
$864,000 increase from acquisitions of operating properties and developments where capitalization ceased and spaces became available for occupancy, offset by decreases from the sale of operating properties; and
$2.6 million net increase from same properties primarily due to increases in real estate tax assessments across the portfolio.
General and administrative costs increased $13.9 million, on a net basis, mainly due to the following:
$9.9 million net increase due to changes in the value of participant obligations within the deferred compensation plan, attributable to changes in market values of those investments, reflected within Net investment income;
$1.7 million net increase driven by increases in professional fees and travel related costs;
$1.7 million net increase in compensation costs primarily driven by annual base salary increases and performance based incentive compensation; and
$523,000 increase due to lower development overhead capitalization based on the timing and progress of our development and redevelopment projects.
Other operating expenses had a favorable change of $1.6 million, primarily due to a $1.2 million fee for the cancelation of a land contract related to a development pursuit, as well as higher 2022 expenses for environmental remediation costs at one of our operating properties.
The following table presents the components of Other expense (income):
| Six months ended June 30, | ||||||||||||
| (in thousands) | 2023 | 2022 | Change | |||||||||
| Interest expense, net | ||||||||||||
| Interest on notes payable | $ | 74,087 | 74,361 | (274 | ) | |||||||
| Interest on unsecured credit facilities | 2,329 | 975 | 1,354 | |||||||||
| Capitalized interest | (2,534 | ) | (1,815 | ) | (719 | ) | ||||||
| Hedge expense | 219 | 219 | — | |||||||||
| Interest income | (752 | ) | (303 | ) | (449 | ) | ||||||
| Interest expense, net | $ | 73,349 | 73,437 | (88 | ) | |||||||
| Gain on sale of real estate, net of tax | (331 | ) | (106,239 | ) | 105,908 | |||||||
| Net investment (income) loss | (3,469 | ) | 7,962 | (11,431 | ) | |||||||
| Total other expense (income) | $ | 69,549 | (24,840 | ) | 94,389 |
During the six months ended June 30, 2023, we recognized gains on sale of $331,000 from one land parcel. During the six months ended June 30, 2022, we recognized gains on sale of $106.2 million from one operating property and three land parcels.
Net investment income increased $11.4 million primarily driven by gains on investments held in the non-qualified deferred compensation plan and our captive insurance company. This is partially offset by $9.9 million of greater expense in General and administrative costs related to participant obligations within the deferred compensation plans.
Total equity in income of investments in real estate partnerships changed as follows:
| Six months ended June 30, | ||||||||||||||
| (in thousands) | Regency's Ownership | 2023 | 2022 | Change | ||||||||||
| GRI - Regency, LLC (GRIR) | 40.00% | $ | 18,241 | 18,404 | (163 | ) | ||||||||
| New York Common Retirement Fund (NYC) (1) | 30.00% | 25 | 9,211 | (9,186 | ) | |||||||||
| Columbia Regency Retail Partners, LLC (Columbia I) | 20.00% | 878 | 943 | (65 | ) | |||||||||
| Columbia Regency Partners II, LLC (Columbia II) | 20.00% | 913 | 918 | (5 | ) | |||||||||
| Columbia Village District, LLC | 30.00% | 757 | 700 | 57 | ||||||||||
| RegCal, LLC (RegCal) (2) | 25.00% | 241 | 4,251 | (4,010 | ) | |||||||||
| Other investments in real estate partnerships | 35.00% - 50.00% | 2,730 | 2,219 | 511 | ||||||||||
| Total equity in income of investments in real estate partnerships | $ | 23,785 | 36,646 | (12,861 | ) |
(1)
On May 25, 2022, the NYC partnership sold its remaining two properties and distributed sales proceeds to its members. Dissolution will follow final distributions, which are expected in the third quarter of 2023.
(2)
On April 1, 2022, we acquired our partner's 75% share in four properties held in the RegCal partnership for a total purchase price of $88.5 million; therefore results following the date of acquisition are included in consolidated results. A single operating property remains within RegCal, LLC, at June 30, 2023.
The $12.9 million decrease in our equity in income of investments in real estate partnerships is largely attributable to the following changes:
$9.2 million decrease within NYC, primarily due to gains on the sale of two operating properties during 2022; and
$4.0 million decrease within RegCal, primarily due to a gain on sale of one operating property during 2022; offset by
$511,000 increase within Other investments in real estate partnerships, primarily related to increases in lease income at a single property partnership under redevelopment.
The following represents the remaining components that comprise Net income attributable to common shareholders and unit holders:
| Six months ended June 30, | ||||||||||||
| (in thousands) | 2023 | 2022 | Change | |||||||||
| Net income | $ | 186,660 | 302,803 | (116,143 | ) | |||||||
| Income attributable to noncontrolling interests | (2,597 | ) | (2,779 | ) | 182 | |||||||
| Net income attributable to common shareholders | $ | 184,063 | 300,024 | (115,961 | ) | |||||||
| Net income attributable to exchangeable operating partnership units | (970 | ) | (1,315 | ) | 345 | |||||||
| Net income attributable to common unit holders | $ | 185,033 | 301,339 | (116,306 | ) |
Supplemental Earnings Information
We use certain non-GAAP measures, in addition to certain performance metrics determined under GAAP, as we believe these measures improve the understanding of the our operating results. We believe these non-GAAP measures provide useful information to our Board of Directors, management and investors regarding certain trends relating to our financial condition and results of operations. Our management uses these non-GAAP measures to compare our performance to that of prior periods for trend analyses, purposes of determining management incentive compensation and budgeting, forecasting and planning purposes. We provide Pro-rata financial information because we believe it assists investors and analysts in estimating our economic interest in our consolidated and unconsolidated partnerships, when read in conjunction with our reported results under GAAP. We believe presenting our Pro-rata share of operating results, along with other non-GAAP measures, may assist in comparing our operating results to other REITs. We continually evaluate the usefulness, relevance, limitations, and calculation of our reported non-GAAP measures to determine how best to provide relevant information to the public, and thus such reported non-GAAP measures could change. See "Non-GAAP Measures" at the beginning of this Management's Discussion and Analysis.
We do not consider non-GAAP measures an alternative to financial measures determined in accordance with GAAP, rather they supplement GAAP measures by providing additional information we believe to be useful to shareholders. The principal limitation of these non-GAAP measures is they may exclude significant expense and income items that are required by GAAP to be recognized in our Consolidated Financial Statements. In addition, they reflect the exercise of management's judgment about which expense and income items are excluded or included in determining these non-GAAP measures. In order to compensate for these limitations, reconciliations of the non-GAAP measures we use to their most directly comparable GAAP are provided, including as set forth below. Non-GAAP financial measures should not be relied upon in evaluating the financial condition, results of operations, or future prospects.
Pro-Rata Same Property NOI:
Pro-rata same property NOI, excluding termination fees/expenses, changed as follows:
| Three months ended June 30, | Six months ended June 30, | |||||||||||||||||||||||
| (in thousands) | 2023 | 2022 | Change | 2023 | 2022 | Change | ||||||||||||||||||
| Base rent | $ | 234,199 | 225,891 | 8,308 | $ | 467,119 | 449,156 | 17,963 | ||||||||||||||||
| Recoveries from tenants | 82,213 | 75,332 | 6,881 | 160,544 | 151,556 | 8,988 | ||||||||||||||||||
| Percentage rent | 1,721 | 1,015 | 706 | 9,392 | 6,530 | 2,862 | ||||||||||||||||||
| Termination fees | 651 | 940 | (289 | ) | 5,369 | 2,888 | 2,481 | |||||||||||||||||
| Uncollectible lease income | (353 | ) | 5,257 | (5,610 | ) | 1,506 | 11,891 | (10,385 | ) | |||||||||||||||
| Other lease income | 2,931 | 2,895 | 36 | 5,780 | 5,524 | 256 | ||||||||||||||||||
| Other property income | 2,117 | 2,221 | (104 | ) | 4,780 | 4,750 | 30 | |||||||||||||||||
| Total real estate revenue | 323,479 | 313,551 | 9,928 | 654,490 | 632,295 | 22,195 | ||||||||||||||||||
| Operating and maintenance | 55,044 | 49,349 | 5,695 | 106,838 | 98,181 | 8,657 | ||||||||||||||||||
| Real estate taxes | 41,631 | 40,288 | 1,343 | 83,406 | 81,358 | 2,048 | ||||||||||||||||||
| Ground rent | 2,928 | 2,951 | (23 | ) | 5,972 | 5,864 | 108 | |||||||||||||||||
| Total real estate operating expenses | 99,603 | 92,588 | 7,015 | 196,216 | 185,403 | 10,813 | ||||||||||||||||||
| Pro-rata same property NOI | $ | 223,876 | 220,963 | 2,913 | $ | 458,274 | 446,892 | 11,382 | ||||||||||||||||
| Less: Termination fees | 651 | 940 | (289 | ) | 5,369 | 2,888 | 2,481 | |||||||||||||||||
| Pro-rata same property NOI, excluding termination fees | $ | 223,225 | 220,023 | 3,202 | $ | 452,905 | 444,004 | 8,901 | ||||||||||||||||
| Pro-rata same property NOI growth, excluding termination fees | 1.5 | % | 2.0 | % |
Real estate revenue increased $9.9 million and $22.2 million, on a net basis, during the three and six months ended June 30, 2023 and 2022, respectively, as follows:
Base rent increased $8.3 million and $18.0 million during the three and six months ended June 30, 2023, respectively, due to rent steps in existing leases, positive rental spreads on new and renewal leases, and increases in occupancy, as well as redevelopment projects completing and operating.
Recoveries from tenants increased $6.9 million and $9.0 million during the three and six months ended June 30, 2023, respectively, due to increases in recoverable expenses.
Percentage rent increased $706,000 and $2.9 million during the three and six months ended June 30, 2023, respectively, due to increases in tenant sales.
Termination fees increased $2.5 million during the six months ended June 30, 2023, driven by two anchor terminations that were recognized in 2023.
Uncollectible lease income decreased $5.6 million and $10.4 million during the three and six months ended June 30, 2023, respectively, primarily driven by the 2022 collection of previously reserved amounts, which have continued to be favorable in 2023, but to a lesser degree.
Total real estate operating expense increased $7.0 million and $10.8 million, on a net basis, during the three and six months ended June 30, 2023, respectively, as follows:
Operating and maintenance increased $5.7 million and $8.7 million during the three and six months ended June 30, 2023, respectively, due to increases in recoverable costs.
Real estate taxes increased $1.3 million and $2.0 million during the three and six months ended June 30, 2023, respectively, due to an increase in real estate assessments across the portfolio.
Same Property Rollforward:
Our Same Property pool includes the following property count, Pro-rata GLA, and changes therein:
| Three months ended June 30, | ||||||||||||||||
| 2023 | 2022 | |||||||||||||||
| (GLA in thousands) | Property Count | GLA | Property Count | GLA | ||||||||||||
| Beginning same property count | 395 | 42,147 | 393 | 41,220 | ||||||||||||
| Acquired properties owned for entirety of comparable periods (1) | — | — | — | 327 | ||||||||||||
| Disposed properties | — | — | (3 | ) | (103 | ) | ||||||||||
| SF adjustments (2) | — | (4 | ) | — | 2 | |||||||||||
| Ending same property count | 395 | 42,143 | 390 | 41,446 |
| Six months ended June 30, | ||||||||||||||||
| 2023 | 2022 | |||||||||||||||
| (GLA in thousands) | Property Count | GLA | Property Count | GLA | ||||||||||||
| Beginning same property count | 389 | 41,382 | 393 | 41,294 | ||||||||||||
| Acquired properties owned for entirety of comparable periods presented (1) | 5 | 771 | — | 327 | ||||||||||||
| Developments that reached completion by the beginning of earliest comparable period presented | — | — | 1 | 72 | ||||||||||||
| Disposed properties | — | — | (4 | ) | (191 | ) | ||||||||||
| SF adjustments (2) | — | (10 | ) | — | (56 | ) | ||||||||||
| Change in intended property use | 1 | — | — | — | ||||||||||||
| Ending same property count | 395 | 42,143 | 390 | 41,446 |
(1)
Includes an adjustment to GLA arising from the acquisition of our partners' share of properties previously held in the RegCal and USAA partnerships, of which our previous ownership share was already included in our Same Property pool.
(2)
SF adjustments arising from remeasurements or redevelopments.
Nareit FFO and Core Operating Earnings:
Our reconciliation of net income attributable to common stock and unit holders to Nareit FFO and to Core Operating Earnings is as follows:
| Three months ended June 30, | Six months ended June 30, | |||||||||||||||
| (in thousands, except share information) | 2023 | 2022 | 2023 | 2022 | ||||||||||||
| Reconciliation of Net income to Nareit FFO | ||||||||||||||||
| Net income attributable to common shareholders | $ | 86,782 | 104,796 | $ | 184,063 | 300,024 | ||||||||||
| Adjustments to reconcile to Nareit FFO: (1) | ||||||||||||||||
| Depreciation and amortization (excluding FF&E) | 89,505 | 85,738 | 178,540 | 169,868 | ||||||||||||
| Gain on sale of real estate, net of tax | (64 | ) | (17,089 | ) | (305 | ) | (119,099 | ) | ||||||||
| Exchangeable operating partnership units | 550 | 452 | 970 | 1,315 | ||||||||||||
| Nareit FFO attributable to common stock and unit holders | $ | 176,773 | 173,897 | $ | 363,268 | 352,108 | ||||||||||
| Reconciliation of Nareit FFO to Core Operating Earnings | ||||||||||||||||
| Nareit Funds From Operations | $ | 176,773 | 173,897 | $ | 363,268 | 352,108 | ||||||||||
| Adjustments to reconcile to Core Operating Earnings (1): | ||||||||||||||||
| Certain Non Cash Items | 176 | 176 | ||||||||||||||
| Straight-line rent | (1,784 | ) | (2,534 | ) | (4,173 | ) | (6,012 | ) | ||||||||
| Uncollectible straight-line rent | (1,755 | ) | (3,071 | ) | (2,390 | ) | (5,454 | ) | ||||||||
| Above/below market rent amortization, net | (8,554 | ) | (5,323 | ) | (14,219 | ) | (10,715 | ) | ||||||||
| Debt premium/discount amortization | 8 | (51 | ) | — | (157 | ) | ||||||||||
| Core Operating Earnings | $ | 164,688 | 163,094 | $ | 342,486 | 329,946 |
(1)
Includes Regency's Pro-rata share of unconsolidated investment partnerships, net of Pro-rata share attributable to noncontrolling interest.
Reconciliation of Same Property NOI to Nearest GAAP Measure:
Our reconciliation of Net income attributable to common shareholders to Same Property NOI, on a Pro-rata basis, is as follows:
| Three months ended June 30, | Six months ended June 30, | |||||||||||||||
| (in thousands) | 2023 | 2022 | 2023 | 2022 | ||||||||||||
| Net income attributable to common shareholders | $ | 86,782 | 104,796 | $ | 184,063 | 300,024 | ||||||||||
| Less: | ||||||||||||||||
| Management, transaction, and other fees | 7,106 | 6,499 | 13,144 | 13,183 | ||||||||||||
| Other (1) | 12,799 | 12,110 | 22,301 | 24,731 | ||||||||||||
| Plus: | ||||||||||||||||
| Depreciation and amortization | 83,161 | 79,350 | 165,868 | 157,192 | ||||||||||||
| General and administrative | 25,065 | 17,645 | 50,345 | 36,437 | ||||||||||||
| Other operating expense | 1,682 | 617 | 1,185 | 2,790 | ||||||||||||
| Other expense (income) | 35,133 | 37,876 | 69,549 | (24,840 | ) | |||||||||||
| Equity in income of investments in real estate excluded from NOI (2) | 11,813 | (375 | ) | 23,598 | 12,013 | |||||||||||
| Net income attributable to noncontrolling interests | 1,390 | 1,191 | 2,597 | 2,779 | ||||||||||||
| Pro-rata NOI | $ | 225,121 | 222,491 | $ | 461,760 | 448,481 | ||||||||||
| Less non-same property NOI (3) | 1,245 | 1,528 | 3,486 | 1,589 | ||||||||||||
| Pro-rata same property NOI | $ | 223,876 | 220,963 | $ | 458,274 | 446,892 |
(1)
Includes straight-line rental income and expense, net of reserves, above and below market rent amortization, other fees, and noncontrolling interest.
(2)
Includes non-NOI income earned and expenses incurred at our unconsolidated real estate partnerships, including those separated out above for our consolidated properties.
(3)
Includes revenues and expenses attributable to non-same property, sold property, development properties, and corporate activities. Also includes adjustments for earnings at the four properties we acquired from our former unconsolidated RegCal partnership in 2022 in order to calculate growth on a comparable basis for the periods presented.
Liquidity and Capital Resources
General
We use cash flows generated from operating, investing, and financing activities to strengthen our balance sheet, finance our development and redevelopment projects, fund our investment activities, and maintain financial flexibility. A significant portion of our cash from operations is distributed to our common shareholders in the form of dividends in order to maintain our status as a REIT.
Except for $200 million of private placement debt, our Parent Company has no capital commitments other than its guarantees of the commitments of our Operating Partnership. All remaining debt is held by our Operating Partnership or by our co-investment partnerships. The Operating Partnership is a co-issuer and a guarantor of the $200 million of outstanding debt of our Parent Company. The Parent Company will from time to time access the capital markets for the purpose of issuing new equity, and will simultaneously contribute all of the offering proceeds to the Operating Partnership in exchange for additional partnership units.
We continually assess our available liquidity and our expected cash requirements, including monitoring our tenant rent collections. We have access to and draw on multiple financing sources to fund our operations and our long-term capital needs, including the requirements of our in process and planned developments, redevelopments, other capital expenditures, and the repayment of debt. We expect to meet these needs by using a combination of the following: cash flow from operations after funding our dividend, borrowings from our Line, proceeds from the sale of real estate, mortgage loan and unsecured bank financing, distributions received from our co-investment partnerships, and when the capital markets are favorable, proceeds from the sale of equity securities or the issuance of new unsecured debt. We continually evaluate alternative financing options, and we believe we can obtain new financing on reasonable terms, although likely at higher interest rates than that of our debt currently outstanding, in the current interest rate environment.
We have no unsecured debt maturities in 2023, $250 million of unsecured debt maturing in 2024, and what we believe is a manageable level of secured mortgage maturities during the next 12 months, including those mortgages within our real estate partnerships. Based upon our available cash balance, sources of capital, our current credit ratings, and the number of high quality, unencumbered properties we own, we believe our available capital resources are sufficient to meet our expected capital needs for the next year, and in the longer term, although we can give no assurances.
In addition to our $39.8 million of unrestricted cash, we have the following additional sources of capital available:
| (in thousands) | June 30, 2023 | ||
| Line of Credit | |||
| Total commitment amount | $ | 1,250,000 | |
| Available capacity (1) | $ | 1,241,558 | |
| Maturity (2) | March 23, 2025 |
(1)
Net of letters of credit.
(2)
The Company has the option to extend the maturity for two additional six-month periods.
The declaration of dividends is determined quarterly by our Board of Directors. On August 1, 2023, our Board of Directors declared a common stock dividend of $0.65 per share, payable on October 4, 2023, to shareholders of record as of September 14, 2023. While future dividends will be determined at the discretion of our Board of Directors, we plan to continue paying an aggregate amount of distributions to our stock and unit holders that, at a minimum, meet the requirements to continue qualifying as a REIT for federal income tax purposes. We have historically generated sufficient cash flow from operations to fund our dividend distributions. During the six months ended June 30, 2023 and 2022, we generated cash flow from operations of $334.7 million and $327.8 million, respectively, and paid $223.2 million and $214.8 million in dividends to our common stock and unit holders, in the same respective periods.
We currently have development and redevelopment projects in various stages of construction, along with a pipeline of potential projects for future development or redevelopment. We estimate that we will require cash during the next 12 months of approximately $589.5 million related to leasing commissions, tenant improvements, in-process developments and redevelopments, capital contributions to our co-investment partnerships, and repaying maturing debt. These capital requirements are being impacted by current levels of high inflation resulting in increased costs of construction materials, labor, and services from third party contractors and suppliers. In response, we have implemented mitigation strategies such as entering into fixed cost construction contracts, pre-ordering materials, and other planning efforts. Further, continued challenges from permitting delays and labor shortages may extend the time to completion of these projects.
If we start new developments or redevelopments, commit to property acquisitions, repay debt prior to maturity, declare future dividends, or repurchase shares of our common stock, our cash requirements will increase. If we refinance maturing debt, our cash requirements will decrease.
We endeavor to maintain a high percentage of unencumbered assets. As of June 30, 2023, 90.4% of our wholly-owned real estate assets were unencumbered. Our low level of encumbered assets allow us to more readily access the secured and unsecured debt markets and to maintain availability on the Line. Our trailing 12 month fixed charge coverage ratio, including our Pro-rata share of our partnerships, was 4.8x and 4.7x for the periods ended June 30, 2023, and December 31, 2022, respectively, and our Pro-rata net debt-to-operating EBITDAre ratio on a trailing 12 month basis was 4.9x and 5.0x, respectively, for the same periods.
Our Line and unsecured debt require that we remain in compliance with various covenants, which are described in the Notes to Consolidated Financial Statements included in our 2022 Form 10-K. We were in compliance with these covenants at June 30, 2023, and expect to remain in compliance.
Summary of Cash Flow Activity
The following table summarizes net cash flows related to operating, investing, and financing activities of the Company:
| Six months ended June 30, | ||||||||||||
| (in thousands) | 2023 | 2022 | Change | |||||||||
| Net cash provided by operating activities | $ | 334,677 | 327,757 | 6,920 | ||||||||
| Net cash used in investing activities | (91,411 | ) | (65,262 | ) | (26,149 | ) | ||||||
| Net cash used in financing activities | (268,934 | ) | (236,332 | ) | (32,602 | ) | ||||||
| Net (decrease) increase in cash and cash equivalents and restricted cash | $ | (25,668 | ) | 26,163 | (51,831 | ) | ||||||
| Total cash and cash equivalents and restricted cash | $ | 43,108 | 121,190 | (78,082 | ) |
Net cash provided by operating activities:
Net cash provided by operating activities increased $6.9 million due to:
$4.3 million increase in cash from operations due to timing of receipts and payments, and
$2.7 million increase in operating cash flow distributions from Investments in real estate partnerships.
Net cash used in investing activities:
Net cash used in investing activities changed by $26.1 million as follows:
| Six months ended June 30, | ||||||||||||
| (in thousands) | 2023 | 2022 | Change | |||||||||
| Cash flows from investing activities: | ||||||||||||
| Acquisition of operating real estate, net of cash acquired of $3,061 in 2022 | $ | — | (139,775 | ) | 139,775 | |||||||
| Real estate development and capital improvements | (100,114 | ) | (99,470 | ) | (644 | ) | ||||||
| Proceeds from sale of real estate and FF&E | 3,745 | 136,421 | (132,676 | ) | ||||||||
| Issuance of notes receivable | (4,000 | ) | — | (4,000 | ) | |||||||
| Investments in real estate partnerships | (3,109 | ) | (11,549 | ) | 8,440 | |||||||
| Return of capital from investments in real estate partnerships | 3,644 | 48,473 | (44,829 | ) | ||||||||
| Dividends on investment securities | 420 | 214 | 206 | |||||||||
| Acquisition of investment securities | (2,748 | ) | (8,313 | ) | 5,565 | |||||||
| Proceeds from sale of investment securities | 10,751 | 8,737 | 2,014 | |||||||||
| Net cash used in investing activities | $ | (91,411 | ) | (65,262 | ) | (26,149 | ) |
Significant changes in investing activities include:
In 2022, we paid $139.8 million to purchase six operating properties, including four properties in which we previously held a 25% interest through an unconsolidated Investment in real estate partnership.
We invested $644,000 more on real estate development, redevelopment, and capital improvements, as further detailed in a table below.
We sold one land parcel in 2023 for proceeds of $3.7 million compared to one operating property, two land parcels and one development project interest in 2022 for proceeds of $136.4 million.
We issued a $4.0M short-term note receivable to a co-investment partner in 2023.
Investments in real estate partnerships:
o
In 2023, we invested $3.1 million to fund our share of development and redevelopment activities.
o
In 2022, we invested $11.5 million, including:
▪
$6.1 million to fund our share of acquiring one operating property within an existing co-investment partnership, and
▪
$6.1 million to fund our share of development and redevelopment activities.
Return of capital from our unconsolidated real estate partnerships includes sales or financing proceeds.
o
During the six months ended June 30, 2023 we received $3.6 million from our share of proceeds from debt refinancing activities.
o
During the same period in 2022, we received $36.9 million from our share of proceeds from real estate sales and $11.6 million from our share of proceeds from debt refinancing activities.
Acquisition of investment securities and proceeds from sale of investment securities pertain to investment activities held in our captive insurance company and our deferred compensation plan.
We plan to continue developing and redeveloping shopping centers for long-term investment. During 2023, we deployed capital of $100.1 million for the development, redevelopment, and improvement of our real estate properties, comprised of the following:
| Six months ended June 30, | ||||||||||||
| (in thousands) | 2023 | 2022 | Change | |||||||||
| Capital expenditures: | ||||||||||||
| Land acquisitions | $ | 2,580 | 11,545 | (8,965 | ) | |||||||
| Building and tenant improvements | 30,963 | 36,468 | (5,505 | ) | ||||||||
| Redevelopment costs | 42,745 | 31,708 | 11,037 | |||||||||
| Development costs | 17,705 | 14,075 | 3,630 | |||||||||
| Capitalized interest | 2,476 | 1,789 | 687 | |||||||||
| Capitalized direct compensation | 3,645 | 3,885 | (240 | ) | ||||||||
| Real estate development and capital improvements | $ | 100,114 | 99,470 | 644 |
We acquired one land parcel for development in 2023 and one land parcel in 2022.
Building and tenant improvements decreased $5.5 million in 2023, primarily related to the timing of capital projects.
Redevelopment costs are $11.0 million higher in 2023 due to the timing and magnitude of projects currently in process. We intend to continuously improve our portfolio of shopping centers through redevelopment which can include adjacent land acquisition, existing building expansion, facade renovation, new out-parcel building construction, and redevelopment related tenant improvement costs. The size and magnitude of each redevelopment project varies with each redevelopment plan. The timing and duration of these projects could also result in volatility in NOI. See the tables below for more details about our redevelopment projects.
Development costs are slightly higher in 2023 due to the progress towards completion of our development projects in process. See the tables below for more details about our development projects.
Interest is capitalized on our development and redevelopment projects and is based on cumulative actual costs expended. We cease interest capitalization when the property is no longer being developed or is available for occupancy upon substantial completion of tenant improvements, but in no event would we capitalize interest on the project beyond 12 months after the anchor tenant opens for business. If we reduce our development and redevelopment activity, the amount of interest that we capitalize may be lower than historical averages.
We have a staff of employees who directly support our development program, which includes redevelopment of our existing properties. Internal compensation costs directly attributable to these activities are capitalized as part of each project.
The following table summarizes our development projects in-process and completed:
| (in thousands, except cost PSF) | June 30, 2023 | |||||||||||||||||||||||
| Property Name | Market | Ownership (3) | Start Date | Estimated Stabilization Year (1) | Estimated Net Development Costs (2) (3) | GLA (3) | Cost PSF of GLA (2) (3) | % of Costs Incurred | ||||||||||||||||
| Developments In-Process | ||||||||||||||||||||||||
| Glenwood Green | Metro NYC | 70% | Q1-22 | 2025 | 46,172 | 247 | 187 | 59 | % | |||||||||||||||
| Baybrook East - Phase 1B | Houston, TX | 50% | Q2-22 | 2025 | 10,384 | 78 | 133 | 59 | % | |||||||||||||||
| Sienna - Phase 1 | Houston, TX | 75% | Q2-23 | 2027 | 9,291 | 23 | 404 | 25 | % | |||||||||||||||
| SunVet | Long Island, NY | 100% | Q2-23 | 2027 | 86,722 | 168 | 516 | 29 | % | |||||||||||||||
| Total Developments In-Process | $ | 152,569 | 516 | 296 | 40 | % |
(1)
Estimated Stabilization Year represents the estimated first full calendar year that the project will reach our expected stabilized yield.
(2)
Includes leasing costs and is net of tenant reimbursements.
(3)
Ownership, Estimated Net Development Costs, and GLA are reported based on Regency's expected ownership interest in the real estate partnership at completion.
The following table summarizes our redevelopment projects in process and completed:
| (in thousands, except cost PSF) | June 30, 2023 | |||||||||||||||||||
| Property Name | Market | Ownership (3) | Start Date | Estimated Stabilization Year (1) | Estimated Net Project Costs (2) (3) | GLA (3) | % of Costs Incurred | |||||||||||||
| Redevelopments In-Process | ||||||||||||||||||||
| The Abbot | Boston, MA | 100% | Q2-19 | 2025 | $ | 58,979 | 64 | 90 | % | |||||||||||
| Westbard Square Phase I | Bethesda, MD | 100% | Q2-21 | 2025 | 37,000 | 123 | 68 | % | ||||||||||||
| Buckhead Landing | Atlanta, GA | 100% | Q2-22 | 2025 | 28,033 | 152 | 19 | % | ||||||||||||
| Bloom on Third (fka Town and Country Center) | Los Angeles, CA | 35% | Q4-22 | 2027 | 24,525 | 51 | 10 | % | ||||||||||||
| Mandarin Landing | Jacksonville, FL | 100% | Q2-23 | 2025 | 15,264 | 136 | 3 | % | ||||||||||||
| Serramonte Center - Phase 3 | San Francisco, CA | 100% | Q2-23 | 2025 | 36,989 | 1,072 | 7 | % | ||||||||||||
| Various Redevelopments | Various | 20% - 100% | Various | Various | 57,289 | 1,650 | 33 | % | ||||||||||||
| Total Redevelopments In-Process | $ | 258,079 | 3,248 | 46 | % | |||||||||||||||
| Redevelopments Completed | ||||||||||||||||||||
| The Crossing Clarendon | Metro DC | 100% | Q4-18 | 2024 | $ | 55,679 | 129 | 90 | % | |||||||||||
| Various Properties | Various | 20% - 100% | Various | Various | 13,750 | 727 | 92 | % | ||||||||||||
| Total Redevelopments Completed | $ | 69,429 | 856 | 90 | % |
(1)
Estimated Stabilization Year represents the estimated first full calendar year that the project will reach our expected stabilized yield.
(2)
Includes leasing costs and is net of tenant reimbursements.
(3)
Ownership, Estimated Net Development Costs, and GLA are reported based on Regency's expected ownership interest in the real estate partnership at completion.
Net cash used in financing activities:
Net cash flows from financing activities changed by $32.6 million during 2023, as follows:
| Six months ended June 30, | ||||||||||||
| (in thousands) | 2023 | 2022 | Change | |||||||||
| Cash flows from financing activities: | ||||||||||||
| Net proceeds from common stock issuances | $ | (10 | ) | 61,284 | (61,294 | ) | ||||||
| Repurchase of common shares in conjunction with equity award plans | $ | (7,621 | ) | (6,388 | ) | (1,233 | ) | |||||
| Common shares repurchased through share repurchase program | (20,006 | ) | (71,898 | ) | 51,892 | |||||||
| Contributions from limited partners in consolidated partnerships, net | 1,225 | 1,234 | (9 | ) | ||||||||
| Dividend payments and operating partnership distributions | (223,239 | ) | (214,818 | ) | (8,421 | ) | ||||||
| Proceeds from debt issuance | 15,500 | — | 15,500 | |||||||||
| Debt repayment, including early redemption costs | (34,670 | ) | (5,728 | ) | (28,942 | ) | ||||||
| Payment of loan costs | (141 | ) | (82 | ) | (59 | ) | ||||||
| Proceeds from sale of treasury stock, net | 28 | 64 | (36 | ) | ||||||||
| Net cash used in financing activities | $ | (268,934 | ) | (236,332 | ) | (32,602 | ) |
Significant financing activities during the six months ended June 30, 2023 and 2022, include the following:
We received proceeds of $61.3 million, net of costs, in April 2022 upon settling our forward equity sales under our ATM program.
We repurchased for cash a portion of the common stock granted to employees for stock based compensation to satisfy employee tax withholding requirements, which totaled $7.6 million and $6.4 million during 2023 and 2022, respectively.
We paid $20.0 million to repurchase 349,519 shares of our common stock through our Repurchase Program during 2023, and $71.9 million during the same period in 2022 to repurchase 1,234,417 common shares.
We received $1.2 million net from limited partners, including $3.1 million of contributions for their share of debt repayments and development funding, offset by $1.9 million in distributions during 2023. During 2022, we received $1.2 million net from limited partners, including $5.0 million of contributions in a new consolidated partnership, offset by $3.8 million in distributions.
We paid $8.4 million more in dividends as a result of an increase in our dividend rate per share and the number of shares of our common stock outstanding.
We had the following debt related activity during 2023:
o
We received $15.5 million in proceeds from a mortgage refinancing,
o
We paid $34.7 million for debt repayments, including:
▪
$5.1 million in principal mortgage payments, and
▪
$29.6 million to repay four mortgage loans at maturity.
We had the following debt related activity during 2022:
o
We paid $5.7 million in principal mortgage payments.
Investments in Real Estate Partnerships
The following table is a summary of the unconsolidated combined assets and liabilities of our co-investment partnerships and our Pro-rata share:
| Combined | Regency's Share (1) | |||||||||||||||
| (dollars in thousands) | June 30, 2023 | December 31, 2022 | June 30, 2023 | December 31, 2022 | ||||||||||||
| Number of Co-investment Partnerships | 13 | 13 | ||||||||||||||
| Regency's Ownership | 20% - 50% | 20% - 50% | ||||||||||||||
| Number of Properties | 96 | 96 | ||||||||||||||
| Assets | $ | 2,605,708 | 2,608,005 | $ | 944,298 | 943,699 | ||||||||||
| Liabilities | 1,522,183 | 1,497,630 | 540,745 | 530,915 | ||||||||||||
| Equity | 1,083,525 | 1,110,375 | 403,553 | 412,784 | ||||||||||||
| Basis difference | (61,114 | ) | (62,407 | ) | ||||||||||||
| Investments in real estate partnerships | $ | 342,439 | 350,377 |
(1)
Pro-rata financial information is not, and is not intended to be, a presentation in accordance with GAAP. However, management believes that providing such information is useful to investors in assessing the impact of its investments in real estate partnership activities on our operations, which includes such items on a single line presentation under the equity method in our Consolidated Financial Statements.
Our equity method investments in real estate partnerships consist of the following:
| (in thousands) | Regency's Ownership | June 30, 2023 | December 31, 2022 | |||||||
| GRI-Regency, LLC (GRIR) | 40.00% | $ | 148,545 | 155,302 | ||||||
| New York Common Retirement Fund (NYC) (1) | 30.00% | 116 | 674 | |||||||
| Columbia Regency Retail Partners, LLC (Columbia I) | 20.00% | 7,442 | 7,423 | |||||||
| Columbia Regency Partners II, LLC (Columbia II) | 20.00% | 41,103 | 41,757 | |||||||
| Columbia Village District, LLC | 30.00% | 5,635 | 5,836 | |||||||
| RegCal, LLC (RegCal) (2) | 25.00% | 5,572 | 5,789 | |||||||
| Individual Investors | ||||||||||
| Ballard Blocks | 49.90% | 61,894 | 62,624 | |||||||
| Bloom on Third (fka Town and Country Center) | 35.00% | 41,703 | 40,409 | |||||||
| Others | 50.00% | 30,429 | 30,563 | |||||||
| Total Investment in real estate partnerships | $ | 342,439 | 350,377 |
(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 the third quarter of 2023.
(2)
During April 2022, we acquired our partner's 75% share in four properties held in the RegCal, LLC partnership for a total purchase price of $88.5 million. Upon acquisition, these four properties were consolidated into Regency's financial statements. A single operating property remains within RegCal, LLC at June 30, 2023.
Notes Payable - Investments in Real Estate Partnerships
Scheduled principal repayments on notes payable held by our investments in real estate partnerships were as follows:
| (in thousands) | June 30, 2023 | |||||||||||||||||||
| Scheduled Principal Payments and Maturities by Year: | Scheduled Principal Payments | Mortgage Loan Maturities | Unsecured Maturities | Total | Regency’s Pro-Rata Share | |||||||||||||||
| 2023 (1) | $ | 1,037 | — | — | 1,037 | 340 | ||||||||||||||
| 2024 | 2,205 | 33,690 | — | 35,895 | 14,298 | |||||||||||||||
| 2025 | 4,506 | 143,636 | — | 148,142 | 46,314 | |||||||||||||||
| 2026 | 5,728 | 223,608 | 25,800 | 255,136 | 82,563 | |||||||||||||||
| 2027 | 5,829 | 32,800 | — | 38,629 | 13,231 | |||||||||||||||
| Beyond 5 Years | 9,894 | 939,728 | — | 949,622 | 352,818 | |||||||||||||||
| Net unamortized loan costs, debt premium / (discount) | — | (11,485 | ) | — | (11,485 | ) | (4,094 | ) | ||||||||||||
| Total | $ | 29,199 | 1,361,977 | 25,800 | 1,416,976 | 505,470 |
(1)
Reflects scheduled principal payments and maturities for the remainder of the year.
At June 30, 2023, our investments in real estate partnerships had notes payable of $1.4 billion maturing through 2034, of which 97.1% had a weighted average fixed interest rate of 3.7%. The remaining notes payable float with SOFR and had a weighted average variable interest rate of 7.0%, based on rates as of June 30, 2023. These fixed and variable rate notes payable are all non-recourse, and our Pro-rata share was $505.5 million as of June 30, 2023. As notes payable mature, they are expected to 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.
We believe that our partners are financially sound and have sufficient capital or access thereto to fund future capital requirements. In the event that a co-investment partner is unable to fund its share of the capital requirements of the co-investment partnership, we would have the right, but not the obligation, to loan the defaulting partner the amount of its capital call which would be secured by the partner's membership interest.
Management fee income
In addition to earning our Pro-rata share of net income or loss in each of these co-investment partnerships, we receive fees as shown below:
| Three months ended June 30, | Six months ended June 30, | |||||||||||||||
| (in thousands) | 2023 | 2022 | 2023 | 2022 | ||||||||||||
| Asset management, property management, leasing, and other transaction fees | $ | 7,106 | 6,499 | $ | 13,144 | 13,183 |
Recent Accounting Pronouncements
See Note 1 to Unaudited Financial Statements.
Environmental Matters
We are subject to numerous environmental laws and regulations that apply to our shopping centers, which primarily pertain to chemicals historically used by certain current and former dry cleaning and gas station tenants and the existence of asbestos in older shopping centers. We believe that the few tenants who currently operate dry cleaning plants or gas stations do so in accordance with current laws and regulations. Generally, we endeavor to require tenants to remove dry cleaning plants from our shopping centers or convert them to more environmentally friendly systems, in accordance with the terms of our leases. We carry an environmental insurance policy for certain third-party liabilities and remediation costs on shopping centers that currently have no known environmental contamination. We have also secured environmental insurance policies, where appropriate, on a relatively small number of specific properties with known contamination, in order to mitigate our environmental risk. We monitor the shopping centers containing environmental issues and in certain cases voluntarily remediate the sites. We also have legal obligations to remediate certain sites and we are in the process of doing so.
As of June 30, 2023, we had accrued liabilities of $10.7 million for our Pro-rata share of environmental remediation, including our Investments in real estate partnerships. We believe that the ultimate remediation of currently known environmental matters will not have a material effect on our financial position, cash flows, or results of operations. We can give no assurance that existing environmental studies on our shopping centers have revealed all potential environmental contamination; that our estimate of liabilities will not change as more information becomes available; that any previous owner, occupant or tenant did not create any material environmental condition not known to us; that the current environmental condition of the shopping centers will not be affected by tenants and occupants, by the condition of nearby properties, or by unrelated third parties; or that changes in applicable environmental laws and regulations or their interpretation will not result in additional environmental liability to us.
Item 3. Quantitative and Qualitative Disclosures about Market Risk
We continuously monitor the capital markets and evaluate our ability to issue new debt, to repay maturing debt, or fund our commitments. We continue to believe, in light of our credit ratings, the available capacity under our unsecured credit facility, and the number of high quality, unencumbered properties that we own which could collateralize borrowings, we will be able to successfully issue new secured or unsecured debt to fund maturing debt obligations. It is uncertain the degree to which capital market volatility and rising interest rates will adversely impact the interest rates on any new debt that we may issue. Please also refer to the Risk Factors in our Annual Report on Form 10-K for the year ended December 31, 2022, discussed in Item 1A of Part I thereof, and the Risk Factors described in Part II, Item 1A of this Form 10-Q.
Item 4. Controls and Procedures
Controls and Procedures (Regency Centers Corporation)
Under the supervision and with the participation of the Parent Company's management, including its chief executive officer and chief financial officer, the Parent Company conducted an evaluation of its disclosure controls and procedures, as such term is defined under Rule 13a-15(e) and 15d-15(e) promulgated under the Securities Exchange Act of 1934, as amended (the "Exchange Act"). Based on this evaluation, the Parent Company's chief executive officer and chief financial officer concluded that its disclosure controls and procedures were effective as of the end of the periods covered by this quarterly report on Form 10-Q to ensure information required to be disclosed in the reports filed or submitted under the Exchange Act is recorded, processed, summarized and reported, within the time period specified in the SEC's rules and forms. These disclosure controls and procedures include controls and procedures designed to ensure that information required to be disclosed by the Parent Company in the reports it files or submits is accumulated and communicated to management, including its chief executive officer and chief financial officer, as appropriate, to allow timely decisions regarding required disclosure.
There have been no changes in the Parent Company's internal controls over financial reporting identified in connection with this evaluation that occurred during the second quarter of 2023 which have materially affected, or are reasonably likely to materially affect, our internal controls over financial reporting.
Controls and Procedures (Regency Centers, L.P.)
Under the supervision and with the participation of the Operating Partnership's management, including the chief executive officer and chief financial officer of its general partner, the Operating Partnership conducted an evaluation of its disclosure controls and procedures, as such term is defined under Rule 13a-15(e) and 15d-15(e) promulgated under the Exchange Act. Based on this evaluation, the chief executive officer and chief financial officer of its general partner concluded that its disclosure controls and procedures were effective as of the end of the periods covered by this quarterly report on Form 10-Q to ensure information required to be disclosed in the reports filed or submitted under the Exchange Act is recorded, processed, summarized and reported, within the time period specified in the SEC's rules and forms. These disclosure controls and procedures include controls and procedures designed to ensure that information required to be disclosed by the Operating Partnership in the reports it files or submits is accumulated and communicated to management, including the chief executive officer and chief financial officer of its general partner, as appropriate, to allow timely decisions regarding required disclosure.
There have been no changes in the Operating Partnership's internal controls over financial reporting identified in connection with this evaluation that occurred during the second quarter of 2023 which have materially affected, or are reasonably likely to materially affect, our internal controls over financial reporting.
PART II - OTHER INFORMATION
Item 1. Legal Proceedings
See Note 12 — Commitments and Contingencies in the Notes for discussion regarding material legal proceedings and contingencies. Except as set forth in such discussion, there have been no material developments in legal proceedings as reported in Item 3. “Legal Proceedings” of our 2022 Form 10-K.
Item 1A. Risk Factors
In addition to the information set forth in this report, you should carefully consider the risk factors discussed in Item 1A. of Part I of our Annual Report on Form 10-K for the year ended December 31, 2022 (“2022 Annual Report”). There have been no material changes in our risk factors from those described in our 2022 Annual Report except as disclosed in our 424(b)(3) prospectus, filed with the SEC on July 12, 2023, in connection with our pending acquisition of Urstadt Biddle, which contains, among other things, additional risk factors relating to such acquisition, and the additional risk factor identified during 2023 detailed below:
Unfavorable developments affecting the banking and financial services industry could adversely affect our business, liquidity and financial condition, and overall results of operations.
Actual events, concerns or speculation about disruption or instability in the banking and financial services industry, such as liquidity constraints, the failure of individual institutions, or the inability of individual institutions or the banking and financial service industry generally to meet their contractual obligations, could significantly impair our access to capital, delay access to deposits or other financial assets, or cause actual loss of funds subject to cash management arrangements. Similarly, these events, concerns or speculation could result in less favorable commercial financing terms, including higher interest rates or costs and tighter financial and operating covenants, or systemic limitations on access to credit and liquidity sources, thereby making it more difficult for us to acquire financing on acceptable terms or at all. Additionally, our tenants, critical vendors and business partners also could be adversely affected by these risks as described above, which in turn could result in their committing a breach or default under their contractual agreements with us, their insolvency or bankruptcy, or other adverse effects.
Any decline in available funding or access to our cash and liquidity resources, or non-compliance of banking and financial services counterparties with their contractual commitments to us could, among other risks, have material adverse impacts on our ability to meet our operating expenses and other financial needs, could result in breaches of our financial and/or contractual obligations, and could have material adverse impacts on our business, financial condition and results of operations.
Item 2. Unregistered Sales of Equity Securities and Use of Proceeds
During the quarter ended June 30, 2023, the Operating Partnership issued 338,704 exchangeable operating partnership units to partially fund the acquisition of a development property. Such units were issued pursuant to the exemption from registration contained in Section 4(a)(2) of the Securities Act of 1933, as amended, as they were sold to accredited investors. No underwriting discounts or commissions were paid with respect to such sales.
The following table represents information with respect to purchases by the Parent Company of its common stock, by month, during the three months ended June 30, 2023:
| Period | Total number of shares purchased (1) | Average price paid per share (1) | Total number of shares purchased as part of publicly announced plans or programs (2) | Maximum number or approximate dollar value of shares that may yet be purchased under the plans or programs (in thousands) (2) | ||||||||||||
| April 1 through April 30, 2023 | 8,761 | $ | 60.32 | — | $ | 230,000 | ||||||||||
| May 1 through May 31, 2023 | 109 | $ | 60.21 | — | $ | 230,000 | ||||||||||
| June 1 through June 30, 2023 | — | $ | — | — | $ | 230,000 |
(1)
Represents shares repurchased to cover payment of withholding taxes in connection with restricted stock vesting by participants under Regency’s Long-Term Omnibus Plan.
(2)
Our Board authorizes a common share repurchase program under which we may purchase, from time to time, up to a maximum of $250 million of our outstanding common stock through open market purchases, and/or in privately negotiated transactions. The timing and price of share repurchases will be dependent upon market conditions and other factors. Any shares repurchased, if not retired, will be treated as treasury shares. Our prior program expired on February 3, 2023 and the Board authorized a new program as of February 8, 2023 which is set to expire February 7, 2025 unless modified or earlier terminated by the Board.
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