Regency Centers Corporation (“Regency” or the “Company”) today
reported financial and operating results for the period ended
September 30, 2020, and provided a business update related to the
COVID-19 pandemic.
Third Quarter
2020 Highlights
- For the three months ended
September 30, 2020, Net Income Attributable to Common Stockholders
(“Net Income”) of $0.07 per diluted share.
- For the three months ended
September 30, 2020, Nareit Funds From Operations (“Nareit FFO”) of
$0.60 per diluted share.
- Same property Net Operating Income
(“NOI”), excluding termination fees, declined by 15.2%, as compared
to the three months ended September 30, 2019, driven by a higher
rate of uncollectible lease income related to the COVID-19
pandemic.
- As of September 30, 2020, the same
property portfolio was 93.4% leased.
- Total comparable leasing volume of
1.4 million square feet of new and renewal leases, with trailing
twelve month rent spread of +5.7%.
- At September 30, 2020, net
debt-to-operating EBITDAre ratio on a pro-rata basis was 5.9x.
- Regency’s Board of Directors (the
“Board”) declared a quarterly cash dividend on the Company’s common
stock of $0.595 per share.
- Completed redemption of outstanding
$300 million 3.75% Senior Unsecured Notes due 2022.
COVID-19 Business Update
Highlights
- All of the company’s 400+
properties have remained operating during the entirety of the
COVID-19 pandemic.
- As of the end of October,
approximately 97% of Regency’s tenants were open based on pro-rata
Annual Base Rent (“ABR”).
- 86% of third quarter and 77% of
second quarter pro-rata base rent, respectively, were collected
through October 31, 2020 (89% and 86%, including executed rent
deferral agreements, respectively).
- 87% of October pro-rata base rent
was collected through October 31, 2020 (88% including executed rent
deferral agreements).
“Regency’s dedicated teams around the country
have remained committed to helping our tenants operate safely and
successfully,” said Lisa Palmer, President and Chief Executive
Officer. “Although there continues to be uncertainty in the current
environment, we are encouraged by the increase in retailer
confidence and continued resilience of our tenants and shoppers.
This is evidenced not only by our significant progress on rent
collections and deferral agreements, but also by increased leasing
activity over the last quarter.”
Third Quarter
2020 Results
Regency reported Net Income for the third
quarter of $12.7 million, or $0.07 per diluted share, compared to
Net Income of $57.0 million, or $0.34 per diluted share, for the
same period in 2019.
The Company reported Nareit FFO for the third
quarter of $101.7 million, or $0.60 per diluted share, compared to
$166.1 million, or $0.99 per diluted share, for the same period in
2019. On a pro-rata basis, Nareit FFO for the third quarter
includes a $19.4 million early extinguishment of debt charge
related to the September redemption of the 2022 notes, and a charge
of $8.3 million for uncollectible straight line rent. The Company
reported Core Operating Earnings for the third quarter of $117.4
million, or $0.69 per diluted share, compared to $153.8 million, or
$0.91 per diluted share, for the same period in 2019. On a pro-rata
basis, both Nareit FFO and Core Operating Earnings for the third
quarter include a reduction of $28.5 million for uncollectible
lease income, related to uncollected rent due to the COVID-19
pandemic. For additional detail, please refer to page(s) 32 and 33
of the third quarter 2020 supplemental disclosure.
Third quarter same property NOI, excluding
termination fees, declined by 15.2% compared to the same period in
2019. The decline in same property NOI in the third quarter of 2020
was driven primarily by a higher rate of uncollectible lease income
of $26.1 million in the same property pool, related to uncollected
rent due to the COVID-19 pandemic.
As of September 30, 2020, Regency’s wholly-owned
portfolio plus its pro-rata share of co-investment partnerships,
was 92.9% leased. The same property portfolio was 93.4% leased, a
decline of 110 basis points sequentially. Within the same property
portfolio, anchor percent leased, which includes spaces greater
than or equal to 10,000 square feet, was 96.0%, a decline of 90
basis points sequentially. Same property shop percent leased, which
includes spaces less than 10,000 square feet, was 89.1%, a decline
of 120 basis points sequentially.
For the three months ended September 30, 2020,
Regency executed 1.4 million square feet of comparable new and
renewal leases at blended rent spreads of +1.2%. For the trailing
twelve months, the Company executed 6.0 million square feet of
comparable new and renewal leases at blended rents spreads of
+5.7%.
In the third quarter, Regency completed two
redevelopment projects with combined pro-rata costs of $9.3
million. As of September 30, 2020, the Company had $238.0 million
of in-process developments and redevelopments, with an estimated
$102.3 million of remaining costs to complete. In light of the
COVID-19 pandemic, the Company continues to evaluate scope, cost,
tenancy, timing, and return on investment for all current pipeline
projects to determine the most appropriate strategy for each.
Subsequent to third quarter-end, the Company
sold Jefferson Square, a 36,000 square foot center located in La
Quinta, CA, and Whole Foods at Swampscott, a 38,000 square foot
single-tenant building located in Boston, MA. The combined gross
sales price totaled $25.3 million.
Business Update Related
to the COVID-19
Pandemic
Regency’s 414 shopping centers have remained
operating throughout the pandemic and in compliance with government
COVID-19 guidelines and mandates. As of October 31, 2020,
approximately 97% of the Company’s tenants were open based on
pro-rata ABR, although governmental restrictions on specific tenant
businesses can change daily.
As of October 31, 2020 the Company had executed
rent deferral agreements on over 1,300 leases. For deferrals
executed to date, total deferred rent is $30.6 million,
representing a weighted average deferral period of 3.0 months, with
repayments beginning, on average, in December 2020.
As of October 31, 2020, the Company collected
86% of third quarter pro-rata base rent, and 89% including rent
that is subject to executed deferral agreements. The Company
collected 87% of October pro-rata base rent, and 88% including rent
that is subject to executed deferral agreements. The Company also
continues to make progress on second quarter receivables; as of
October 31, 2020, the Company collected 77% of second quarter
pro-rata base rent, and 86% including rent that is subject to
executed deferral agreements.
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Q2, Q3 &
October Rent Collections As of October 31, 2020 |
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Base Rent Collected |
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Type* |
Tenant Categories |
% of Pro-rata ABR (as of 9/30/2020) |
Q2 |
Q3 |
October |
|
Essential - Retail/Services |
Grocers, drugstores, mass merchandisers, banks, pet stores, office
supplies, medical, etc. |
45% |
98% |
98% |
98% |
|
Essential -
Restaurants |
|
18% |
71% |
79% |
79% |
|
Quick Service |
Fast food,
QSRs, limited service |
12% |
73% |
84% |
84% |
|
Full Service |
Casual
dining, table service, fine dining |
6% |
66% |
70% |
69% |
|
Other
Retail/Services |
Apparel,
Personal Service, professional service, fitness, other |
37% |
55% |
76% |
79% |
|
Total Portfolio |
|
100% |
77% |
86% |
87% |
|
Total Portfolio Collections Including Executed
Deferrals |
86% |
89% |
88% |
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* Essential retailers
defined as those that supply or provide consumers and essential
businesses with any basic necessary goods and services; definition
varies across municipalities. |
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A presentation providing additional information
regarding COVID-19 business updates and impacts is posted on the
Company’s website at investors.regencycenters.com.
Balance Sheet
Regency maintains its long-standing commitment
to balance sheet strength, and has ample financial flexibility amid
the evolving impacts of the COVID-19 pandemic. As previously
disclosed, on September 2, 2020, the Company redeemed its
outstanding $300 million 3.75% Senior Unsecured Notes due 2022,
resulting in a $19.4 million early extinguishment of debt charge in
the third quarter of 2020. As of September 30, 2020, Regency has
immediate liquidity of $1.5 billion, including a cash balance of
approximately $281 million and no outstanding balance under its
$1.25 billion revolving credit facility.
Regency has no unsecured maturities until 2022,
with a net debt-to-operating EBITDAre ratio on a pro-rata basis of
5.9x as of September 30, 2020.
Dividend
On November 4, 2020, Regency’s Board declared a
quarterly cash dividend on the Company’s common stock of $0.595 per
share. The dividend is payable on January 5, 2021, to shareholders
of record as of December 16, 2020.
Guidance
Due to the uncertainty and continuing disruption
from COVID-19, the Company is not issuing guidance at this time,
but will evaluate resumption of guidance in the future as the
impact of COVID-19 on its tenants’ and the Company’s businesses is
better understood.
Conference Call Information
To discuss Regency’s third quarter results and
provide further business updates related to COVID-19, management
will host a conference call on Friday, November 6, 2020, at 11:00
a.m. ET. Dial-in and webcast information is listed below.
Third
Quarter 2020 Earnings Conference Call |
Date: |
Friday, November 6, 2020 |
Time: |
11:00 a.m. ET |
Dial#: |
877-407-0789 or
201-689-8562 |
Webcast: |
investors.regencycenters.com |
Replay
Webcast Archive: Investor Relations page under
Events & Webcasts
Non-GAAP Disclosure
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 do not consider non-GAAP measures an
alternative to financial measures determined in accordance with
GAAP. The principal limitation of these non-GAAP financial measures
is they may exclude significant expense and income items that are
required by GAAP to be recognized in our consolidated financial
statements. In addition, they reflect the exercise of management’s
judgment about which expense and income items are excluded or
included in determining these non-GAAP financial measures. In order
to compensate for these limitations, reconciliations of the
non-GAAP financial measures we use to their most directly
comparable GAAP measures are provided. Non-GAAP financial measures
should not be relied upon in evaluating the financial condition,
results of operations or future prospects of the Company.
Nareit FFO is a commonly used measure of REIT
performance, which the National Association of Real Estate
Investment Trusts (“Nareit”) defines as net income, computed in
accordance with GAAP, excluding gains on sale and impairments of
real estate, net of tax, plus depreciation and amortization, and
after adjustments for unconsolidated partnerships and joint
ventures. Regency computes Nareit FFO for all periods presented in
accordance with Nareit's definition. Since Nareit FFO excludes
depreciation and amortization and gains on sales and impairments of
real estate, it provides a performance measure that, when compared
year over year, reflects the impact on operations from trends in
occupancy rates, rental rates, operating costs, acquisition and
development activities, and financing costs. This provides a
perspective of the Company’s financial performance not immediately
apparent from net income determined in accordance with GAAP. Thus,
Nareit FFO is a supplemental non-GAAP financial measure of the
Company's operating performance, which does not represent cash
generated from operating activities in accordance with GAAP; and,
therefore, should not be considered a substitute measure of cash
flows from operations. The Company provides a reconciliation of Net
Income Attributable to Common Stockholders to Nareit FFO.
Core Operating Earnings is an additional
performance measure that 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 of debt
adjustments; and (iv) other amounts as they occur. The Company
provides a reconciliation of Net Income to Nareit FFO to Core
Operating Earnings.
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Reconciliation
of Net Income Attributable to Common Stockholders to Nareit FFO and
Core Operating Earnings - Actual (in thousands) |
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For
the Periods Ended September 30, 2020 and 2019 |
Three Months
Ended |
|
Year to
Date |
|
2020 |
2019 |
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2020 |
2019 |
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Reconciliation of Net Income to Nareit FFO: |
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Net Income Attributable to Common Stockholders |
$ |
12,688 |
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56,965 |
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$ |
6,402 |
|
199,139 |
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Adjustments to reconcile to Nareit Funds From Operations (1): |
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Depreciation and amortization (excluding FF&E) |
|
92,188 |
|
98,951 |
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|
|
281,576 |
|
303,617 |
|
Goodwill impairment |
|
- |
|
- |
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|
132,128 |
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- |
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Gain on sale of real estate |
|
(3,235 |
) |
(869 |
) |
|
|
(48,651 |
) |
(40,331 |
) |
Provision for impairment of real estate |
|
- |
|
10,886 |
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|
|
1,014 |
|
22,999 |
|
Exchangeable operating partnership units |
|
57 |
|
157 |
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29 |
|
456 |
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Nareit Funds From Operations |
$ |
101,698 |
|
166,090 |
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$ |
372,498 |
|
485,880 |
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Reconciliation of Nareit FFO to Core Operating
Earnings: |
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Nareit Funds
From Operations |
$ |
101,698 |
|
166,090 |
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$ |
372,498 |
|
485,880 |
|
Adjustments to reconcile to Core Operating Earnings (1): |
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Early extinguishment of debt |
|
19,358 |
|
1,391 |
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|
19,358 |
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11,982 |
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Interest on bonds for period from notice to redemption |
|
- |
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- |
|
|
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- |
|
367 |
|
Straight line rent |
|
(4,098 |
) |
(3,915 |
) |
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|
(11,828 |
) |
(12,444 |
) |
Uncollectible straight line rent |
|
8,316 |
|
1,450 |
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|
31,574 |
|
5,304 |
|
Above/below market rent amortization, net |
|
(7,546 |
) |
(10,858 |
) |
|
|
(30,433 |
) |
(30,833 |
) |
Debt premium/discount amortization |
|
(303 |
) |
(395 |
) |
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(1,115 |
) |
(1,381 |
) |
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Core Operating Earnings |
$ |
117,425 |
|
153,763 |
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$ |
380,054 |
|
458,875 |
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Weighted
Average Shares For Diluted Earnings per Share |
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169,970 |
|
167,944 |
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|
169,356 |
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167,834 |
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Weighted
Average Shares For Diluted FFO and Core Operating Earnings per
Share |
|
170,735 |
|
168,350 |
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|
170,121 |
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168,203 |
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(1) Includes Regency's
consolidated entities and its pro-rata share of unconsolidated
co-investment partnerships, net of pro-rata share attributable to
noncontrolling interests. |
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Same property NOI is a key non-GAAP measure used
by management in evaluating the operating performance of Regency’s
properties. The Company provides a reconciliation of Net Income
Attributable to Common Stockholders to pro-rata same property
NOI.
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Reconciliation
of Net Income Attributable to Common Stockholders to Pro-Rata Same
Property NOI - Actual (in thousands) |
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For
the Periods Ended September 30, 2020 and 2019 |
Three Months
Ended |
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Year to
Date |
|
2020 |
2019 |
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2020 |
2019 |
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Net Income Attributable to Common Stockholders |
$ |
12,688 |
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56,965 |
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$ |
6,402 |
|
199,139 |
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Less: |
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Management, transaction, and other fees |
|
(6,142 |
) |
(7,353 |
) |
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|
(19,084 |
) |
(21,768 |
) |
Other(1) |
|
(4,982 |
) |
(14,769 |
) |
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|
(17,368 |
) |
(42,097 |
) |
Plus: |
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Depreciation and amortization |
|
84,808 |
|
91,856 |
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|
259,161 |
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282,639 |
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General and administrative |
|
19,582 |
|
16,705 |
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|
54,489 |
|
56,722 |
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Other operating expense |
|
1,208 |
|
1,819 |
|
|
|
5,025 |
|
4,486 |
|
Other expense |
|
54,869 |
|
38,373 |
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|
|
220,933 |
|
115,750 |
|
Equity in income of investments in real estate excluded from NOI
(2) |
|
14,527 |
|
25,354 |
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|
|
46,888 |
|
31,699 |
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Net income attributable to noncontrolling interests |
|
622 |
|
979 |
|
|
|
1,699 |
|
2,988 |
|
NOI |
|
177,180 |
|
209,929 |
|
|
|
558,145 |
|
629,558 |
|
|
|
|
|
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|
Less non-same property NOI (3) |
|
(6,271 |
) |
(9,464 |
) |
|
|
(21,787 |
) |
(24,765 |
) |
|
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|
Same Property NOI |
$ |
170,909 |
|
200,465 |
|
|
$ |
536,358 |
|
604,793 |
|
|
|
|
|
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|
Same Property NOI without Termination Fees |
$ |
169,602 |
|
200,079 |
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|
$ |
530,926 |
|
602,946 |
|
|
|
|
|
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|
Same Property NOI without Termination Fees or
Redevelopments |
$ |
154,712 |
|
180,906 |
|
|
$ |
482,122 |
|
545,064 |
|
|
|
|
|
|
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(1) Includes
straight-line rental income and expense, net of reserves, above and
below market rent amortization, other fees, and noncontrolling
interests. |
(2) Includes non-NOI
expenses incurred at our unconsolidated real estate partnerships,
such as, but not limited to, straight-line rental income, above and
below market rent amortization, depreciation and amortization,
interest expense, and real estate gains and impairments. |
(3) Includes revenues
and expenses attributable to Non-Same Property, Projects in
Development, corporate activities, and noncontrolling
interests. |
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Reported results are preliminary and not final
until the filing of the Company’s Form 10-Q with the SEC and,
therefore, remain subject to adjustment.
The Company has published forward-looking
statements and additional financial information in its third
quarter 2020 supplemental information package that may help
investors estimate earnings for 2020. A copy of the Company’s third
quarter 2020 supplemental information will be available on the
Company's website at https://investors.regencycenters.com/ or by
written request to: Investor Relations, Regency Centers
Corporation, One Independent Drive, Suite 114, Jacksonville,
Florida, 32202. The supplemental information package contains more
detailed financial and property results including financial
statements, an outstanding debt summary, acquisition and
development activity, investments in partnerships, information
pertaining to securities issued other than common stock, property
details, a significant tenant rent report and a lease expiration
table in addition to earnings and valuation guidance assumptions.
The information provided in the supplemental package is unaudited
and includes non-GAAP measures, and there can be no assurance that
the information will not vary from the final information in the
Company’s Form 10-Q for the quarter ended September 30, 2020.
Regency may, but assumes no obligation to, update information in
the supplemental package from time to time.
About Regency Centers Corporation
(NASDAQ: REG)
Regency Centers is the preeminent national
owner, operator, and developer of shopping centers located in
affluent and densely populated trade areas. 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.
Operating as a fully integrated real estate company, Regency
Centers is a qualified real estate investment trust (REIT) that is
self-administered, self-managed, and an S&P 500 Index member.
For more information, please visit RegencyCenters.com.
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,” “should,”
“expect,” “estimate,” “believe,” “intend,” “forecast,”
“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, those listed
below. When considering an investment in our securities, you should
carefully read and consider these risks, together with all other
information in our Annual Report on Form 10-K, Quarterly Reports on
Form 10-Q and our other filings and submissions to the SEC,
which provide much more information and detail on the risks
described below. If any of the events described in the following
risk factors actually occur, our business, financial condition or
operating results, as well as the market price of our securities,
could be materially adversely affected. Forward-looking statements
are only as of the date they are made, and Regency undertakes no
duty to update its forward-looking statements except as required by
law. These risks and events include, without limitation:
Risks Related to the COVID-19 Pandemic
Pandemics or other health crises, such as the
current COVID-19 pandemic, may adversely affect our tenants’
financial condition, the profitability of our properties, our
access to the capital markets and could have a material adverse
effect on our business, results of operations, cash flows and
financial condition.
Risk Factors Related to the Retail
Industry
Economic and market conditions may adversely
affect the retail industry and consequently reduce our revenues and
cash flow, and increase our operating expenses; Shifts in retail
sales and delivery methods between brick and mortar stores,
e-commerce, home delivery, and curbside pick-up may adversely
impact our revenues and cash flows; Changing economic and detail
market conditions in geographic areas where our properties are
concentrated may reduce our revenues and cash flow; Our success
depends on the success and continued presence of “anchor” tenants;
A significant percentage of our revenues are derived from smaller
“shop space” tenants and our net income may be adversely impacted
if our smaller shop tenants are not successful; We may be unable to
collect balances due from tenants in bankruptcy.Risk
Factors Related to Real Estate Investments and
Operations
We are subject to numerous laws and regulations that may
adversely affect our operations or expose us to liability; Our real
estate assets may decline in value and be subject to impairment
losses which may reduce our net income; We face risks associated
with development, redevelopment and expansion of properties; We
face risks associated with the development of mixed-use commercial
properties; We face risks associated with the acquisition of
properties; We face risks if we expand into new markets; We may be
unable to sell properties when desired because of market
conditions; Certain of the properties in our portfolio are subject
to ground leases; if we are unable to renew a ground lease,
purchase the fee simple interest, or are found to be in breach of a
ground lease, we may be adversely affected; Climate change may
adversely impact our properties directly and may lead to additional
compliance obligations and costs as well as additional taxes and
fees; Geographic concentration of our properties makes our business
more vulnerable to natural disasters, severe weather conditions and
climate change; An uninsured loss or a loss that exceeds the
insurance coverage on our properties may subject us to loss of
capital and revenue on those properties; Loss of our key personnel
may adversely affect our business and operations; We face
competition from numerous sources, including other REITs and other
real estate owners; Costs of environmental remediation may reduce
our cash flow available for distribution to stock and unit holders;
Compliance with the Americans with Disabilities Act and fire,
safety and other regulations may require us to make unexpected
expenditures; The unauthorized access, use, theft or destruction of
tenant or employee personal, financial or other data or of
Regency’s proprietary or confidential information stored in our
information systems or by third parties on our behalf could impact
our reputation and brand and expose us to potential liability and
loss of revenues.
Risk Factors Related to Our Partnership
and Joint Ventures
We do not have voting control over all of the
properties owned in our co-investment partnerships and joint
ventures, so we are unable to ensure that our objectives will be
pursued; The termination of our partnerships may adversely affect
our cash flow, operating results, and our ability to make
distributions to stock and unit holders.
Risk Factors Related to Funding Strategies and Capital
Structure
Our ability to sell properties and fund
acquisitions and developments may be adversely impacted by higher
market capitalization rates and lower NOI at our properties which
may dilute earnings; We may acquire properties or portfolios of
properties through tax-deferred contribution transactions, which
may result in stockholder dilution and limit our ability to sell
such assets; We depend on external sources of capital, which may
not be available in the future on favorable terms or at all; Our
debt financing may adversely affect our business and financial
condition; Covenants in our debt agreements may restrict our
operating activities and adversely affect our financial condition;
Increases in interest rates would cause our borrowing costs to rise
and negatively impact our results of operations; Hedging activity
may expose us to risks, including the risks that a counterparty
will not perform and that the hedge will not perform and that the
hedge will not yield the economic benefits we anticipate, which may
adversely affect us; The interest rates on our Unsecured Credit
facilities as well as on our variable rate mortgages and interest
rate swaps might change based on changes to the method in which
LIBOR or its replacement rate is determined.
Risk Factors Related to our Company and the Market Price
for Our Securities
Changes in economic and market conditions may
adversely affect the market price of our securities; There is no
assurance that we will continue to pay dividends at historical
rates; Enhanced focus on corporate responsibility and
sustainability, specifically related to environmental, social and
governance matters, may impose additional costs and expose us to
new risks.
Risk Factors Related to Laws and
Regulations
If the Parent Company fails to qualify as a REIT
for federal income tax purposes, it would be subject to federal
income tax at regular corporate rates; Recent changes to the U.S.
tax laws may have a significant negative impact on the overall
economy, our tenants, our investors, and our business; Dividends
paid by REITs generally do not qualify for reduced tax rates;
Certain foreign stockholders may be subject to U.S. federal income
tax on gain recognized on a disposition of our common stock if we
do not qualify as a “domestically controlled” REIT; Legislative or
other actions affecting REITs may have a negative effect on us;
Complying with REIT requirements may limit our ability to hedge
effectively and may cause us to incur tax liabilities; Restrictions
on the ownership of the Parent Company's capital stock to preserve
its REIT status may delay or prevent a change in control; The
issuance of the Parent Company's capital stock may delay or prevent
a change in control.
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