Equibles

10-Q

REGENCY CENTERS CORP (REG)

10-Q 2024-08-02 For: 2024-06-30
View Original
Added on April 04, 2026

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, DC 20549

FORM 10-Q

☒ QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934

For the quarterly period ended June 30,

2024

or

☐ TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934

For the transition period from to

Commission File Number

1-12298

(Regency Centers Corporation)

Commission File Number

0-24763

(Regency Centers, L.P.)

REGENCY CENTERS CORPORATION

REGENCY CENTERS, L.P.

(Exact name of registrant as specified in its charter)

florida (REGENCY CENTERS CORPORATION) 59-3191743
Delaware (REGENCY CENTERS, L.P) 59-3429602
(State or other jurisdiction of incorporation or organization) (I.R.S. Employer Identification No.)
One Independent Drive, Suite 114<br><br>Jacksonville, Florida 32202 (904) 598-7000
(Address of principal executive offices) (zip code) (Registrant's telephone number, including area code)

Securities registered pursuant to Section 12(b) of the Act:

Regency Centers Corporation

Title of each class Trading Symbol Name of each exchange on which registered
Common Stock, $0.01 par value REG The Nasdaq Stock Market LLC
6.250% Series A Cumulative Redeemable Preferred Stock, par value $0.01 per share REGCP The Nasdaq Stock Market LLC
5.875% Series B Cumulative Redeemable Preferred Stock, par value $0.01 per share REGCO The Nasdaq Stock Market LLC

Regency Centers, L.P.

Title of each class Trading Symbol Name of each exchange on which registered
None N/A N/A

Indicate by check mark whether the registrant (1) has filed all reports required to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during the preceding 12 months (or for such shorter period that the registrant was required to file such reports), and (2) has been subject to such filing requirements for the past 90 days.

Regency Centers Corporation Yes ☒ No ☐ Regency Centers, L.P. Yes ☒ No ☐

Indicate by check mark whether the registrant has submitted electronically every Interactive Data File required to be submitted pursuant to Rule 405 of Regulation S-T during the preceding 12 months (or for such shorter period that the registrant was required to submit such files).

Regency Centers Corporation Yes ☒ No ☐ Regency Centers, L.P. Yes ☒ No ☐

Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, a smaller reporting company, or an emerging growth company. See the definitions of "large accelerated filer," "accelerated filer," "smaller reporting company," and "emerging growth company" in Rule 12b-2 of the Exchange Act. (Check one):

Regency Centers Corporation:

Large accelerated filer ☒ Accelerated filer ☐ Emerging growth company ☐
Non-accelerated filer ☐ Smaller reporting company ☐

Regency Centers, L.P.:

Large accelerated filer ☐ Accelerated filer ☐ Emerging growth company ☐
Non-accelerated filer ☒ Smaller reporting company ☐

If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act.

Regency Centers Corporation Yes ☐ No ☐ Regency Centers, L.P. Yes ☐ No ☐

Indicate by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of the Exchange Act).

Regency Centers Corporation Yes ☐ No ☒ Regency Centers, L.P. Yes ☐ No ☒

The number of shares outstanding of Regency Centers Corporation's common stock was 181,496,694 as of July 31, 2024.

EXPLANATORY NOTE

This Quarterly Report on Form 10-Q (this "Report") combines the quarterly reports on Form 10-Q for the quarter ended June 30, 2024, of Regency Centers Corporation and Regency Centers, L.P. Unless stated otherwise or the context otherwise requires, references to "Regency Centers Corporation" or the "Parent Company" mean Regency Centers Corporation and its controlled subsidiaries and references to "Regency Centers, L.P." or the "Operating Partnership" mean Regency Centers, L.P. and its controlled subsidiaries. The terms "the Company," "Regency Centers," "Regency," "we," "our," and "us" as used in this Report mean the Parent Company and the Operating Partnership, collectively.

The Parent Company is a real estate investment trust ("REIT") and the general partner of the Operating Partnership. As the sole general partner of the Operating Partnership, the Parent Company has exclusive control of the Operating Partnership's day-to-day management. The Operating Partnership's capital includes general and limited common partnership units ("Common Units"). As of June 30, 2024, the Parent Company owned approximately 99.4% of the Common Units in the Operating Partnership. The remaining Common Units, which are all limited Common Units, are owned by third party investors. In addition to the Common Units, the Operating Partnership has also issued two series of preferred units: the 6.250% Series A Cumulative Redeemable Preferred Units (the “Series A Preferred Units”) and the 5.875% Series B Cumulative Redeemable Preferred Units (the “Series B Preferred Units”). The Parent Company currently owns all of the Series A Preferred Units and Series B Preferred Units. The Series A Preferred Units and Series B Preferred Units are sometimes referred to collectively as the “Preferred Units."

The Company believes combining the quarterly reports on Form 10-Q of the Parent Company and the Operating Partnership into this single report provides the following benefits:

  • Enhances investors' understanding of the Parent Company and the Operating Partnership by enabling investors to view the business as a whole in the same manner as management views and operates the business;
  • Eliminates duplicative disclosure and provides a more streamlined and readable presentation; and
  • Creates time and cost efficiencies through the preparation of one combined report instead of two separate reports.

Management operates the Parent Company and the Operating Partnership as one business. The management of the Parent Company consists of the same individuals as the management of the Operating Partnership. These individuals are officers of the Parent Company, and officers and employees of the Operating Partnership.

The Company believes it is important to understand the key differences between the Parent Company and the Operating Partnership in the context of how the Parent Company and the Operating Partnership operate as a consolidated company. The Parent Company is a REIT, whose only material asset is its ownership of Common and Preferred Units of the Operating Partnership. As a result, the Parent Company does not conduct business itself, other than acting as the sole general partner of the Operating Partnership, issuing public equity from time to time and guaranteeing certain debt of the Operating Partnership. Except for $200 million of unsecured private placement debt, the Parent Company does not hold any indebtedness, but guarantees all of the unsecured debt of the Operating Partnership. The Operating Partnership, directly or indirectly, is also the co-issuer and guarantor of the $200 million Parent Company’s unsecured private placement debt referenced above. The Operating Partnership holds all the assets of the Company and ownership of the Company's subsidiaries and equity interests in its joint ventures. Except for net proceeds from public equity issuances by the Parent Company, which are contributed to the Operating Partnership in exchange for Common Units or Preferred Units, the Operating Partnership generates all other capital required by the Company's business. These sources include the Operating Partnership's operations, its direct or indirect incurrence of indebtedness, and the issuance of Common Units and Preferred Units.

Shareholders' equity, partners' capital, and noncontrolling interests are the main areas of difference between the Consolidated Financial Statements of the Parent Company and those of the Operating Partnership. The Operating Partnership's capital includes the Common Units and the Preferred Units. The limited partners' Common Units in the Operating Partnership owned by third parties are accounted for in partners' capital in the Operating Partnership's financial statements and outside of shareholders' equity in noncontrolling interests in the Parent Company's financial statements. The Preferred Units owned by the Parent Company are eliminated in consolidation in the accompanying consolidated financial statements of the Parent Company and are classified as preferred units of the general partner in the accompanying consolidated financial statements of the Operating Partnership.

In order to highlight the differences between the Parent Company and the Operating Partnership, there are sections in this Report that separately discuss the Parent Company and the Operating Partnership, including separate financial statements, controls and procedures sections, and separate Exhibit 31 and 32 certifications. In the sections that combine disclosure for the Parent Company and the Operating Partnership, this Report refers to actions or holdings as being actions or holdings of the Company.

As general partner with control of the Operating Partnership, the Parent Company consolidates the Operating Partnership for financial reporting purposes, and the Parent Company does not have assets other than its investment in the Operating Partnership. Therefore, while shareholders' equity and partners' capital differ as discussed above, the assets and liabilities of the Parent Company and the Operating Partnership are the same on their respective financial statements.

TABLE OF CONTENTS

Form 10-Q<br><br>Report Page
PART I - FINANCIAL INFORMATION
Item 1. Financial Statements (Unaudited)
Regency Centers Corporation:
Consolidated Balance Sheets as of June 30, 2024 and December 31, 2023 1
Consolidated Statements of Operations for the periods ended June 30, 2024 and 2023 2
Consolidated Statements of Comprehensive Income for the periods ended June 30, 2024 and 2023 3
Consolidated Statements of Equity for the periods ended June 30, 2024 and 2023 4
Consolidated Statements of Cash Flows for the periods ended June 30, 2024 and 2023 6
Regency Centers, L.P.:
Consolidated Balance Sheets as of June 30, 2024 and December 31, 2023 8
Consolidated Statements of Operations for the periods ended June 30, 2024 and 2023 9
Consolidated Statements of Comprehensive Income for the periods ended June 30, 2024 and 2023 10
Consolidated Statements of Capital for the periods ended June 30, 2024 and 2023 11
Consolidated Statements of Cash Flows for the periods ended June 30, 2024 and 2023 13
Notes to Consolidated Financial Statements 15
Item 2. Management's Discussion and Analysis of Financial Condition and Results of Operations 27
Item 3. Quantitative and Qualitative Disclosures about Market Risk 46
Item 4. Controls and Procedures 47
PART II - OTHER INFORMATION
Item 1. Legal Proceedings 48
Item 1A. Risk Factors 48
Item 2. Unregistered Sales of Equity Securities and Use of Proceeds 48
Item 3. Defaults Upon Senior Securities 48
Item 4. Mine Safety Disclosures 48
Item 5. Other Information 48
Item 6. Exhibits 49
SIGNATURES 50

Item 1. Financial Statements

REGENCY CENTERS CORPORATION

Consolidated Balance Sheets

June 30, 2024 and December 31, 2023

(in thousands, except share data)

2023
Assets
Net real estate investments:
Real estate assets, at cost 13,532,046 13,454,391
Less: accumulated depreciation 2,822,272 2,691,386
Real estate assets, net 10,709,774 10,763,005
Investments in sales-type lease, net 15,826 8,705
Investments in real estate partnerships 378,091 370,605
Net real estate investments 11,103,691 11,142,315
Properties held for sale, net — 18,878
Cash, cash equivalents, and restricted cash, including 6,109 and 6,383 of restricted cash at June 30, 2024 and December 31, 2023, respectively 79,923 91,354
Tenant and other receivables, net 236,999 206,162
Deferred leasing costs, less accumulated amortization of 126,867 and 124,107 at June 30, 2024 and December 31, 2023, respectively 77,836 73,398
Acquired lease intangible assets, less accumulated amortization of 374,411 and 364,413 at June 30, 2024 and December 31, 2023, respectively 256,639 283,375
Right of use assets, net 323,015 328,002
Other assets 306,077 283,429
Total assets 12,384,180 12,426,913
Liabilities and Equity
Liabilities:
Notes payable, net 4,055,390 4,001,949
Unsecured credit facility 310,000 152,000
Accounts payable and other liabilities 357,232 358,612
Acquired lease intangible liabilities, less accumulated amortization of 208,900 and 211,067 at June 30, 2024 and December 31, 2023, respectively 380,505 398,302
Lease liabilities 243,318 246,063
Tenants' security, escrow deposits and prepaid rent 74,565 78,052
Total liabilities 5,421,010 5,234,978
Commitments and contingencies — —
Equity:
Shareholders' equity:
Preferred stock 0.01 par value per share, 30,000,000 shares authorized; 9,000,000 shares issued and outstanding, in the aggregate, in Series A and Series B at June 30, 2024 and December 31, 2023 with liquidation preference of 25 per share 225,000 225,000
Common stock 0.01 par value per share, 220,000,000 shares authorized; 181,493,494 and 184,581,070 shares issued and outstanding at June 30, 2024 and December 31, 2023, respectively 1,815 1,846
Treasury stock at cost, 468,068 and 448,140 shares held at June 30, 2024 and December 31, 2023, respectively (27,234 ) (25,488 )
Additional paid-in-capital 8,502,753 8,704,240
Accumulated other comprehensive income (loss) 5,135 (1,308 )
Distributions in excess of net income (1,911,741 ) (1,871,603 )
Total shareholders' equity 6,795,728 7,032,687
Noncontrolling interests:
Exchangeable operating partnership units, aggregate redemption value of 68,390 and 74,199 at June 30, 2024 and December 31, 2023, respectively 40,738 42,195
Limited partners' interests in consolidated partnerships 126,704 117,053
Total noncontrolling interests 167,442 159,248
Total equity 6,963,170 7,191,935
Total liabilities and equity 12,384,180 12,426,913

All values are in US Dollars.

The accompanying notes are an integral part of the financial statements.

REGENCY CENTERS CORPORATION

Consolidated Statements of Operations

(in thousands, except per share data)

(unaudited)

Three months ended June 30, Six months ended June 30,
2024 2023 2024 2023
Revenues:
Lease income $ 347,845 304,458 $ 700,951 613,259
Other property income 2,670 2,683 7,020 5,821
Management, transaction, and other fees 6,735 7,106 13,131 13,144
Total revenues 357,250 314,247 721,102 632,224
Operating expenses:
Depreciation and amortization 100,968 83,161 198,553 165,868
Property operating expense 59,491 54,394 122,765 105,416
Real estate taxes 45,478 38,509 89,785 76,986
General and administrative 24,238 25,065 50,370 50,345
Other operating expenses 3,066 1,682 5,709 1,185
Total operating expenses 233,241 202,811 467,182 399,800
Other expense, net:
Interest expense, net 43,178 36,956 86,046 73,349
Gain on sale of real estate, net of tax (11,081 ) (81 ) (22,484 ) (331 )
Loss on early extinguishment of debt — — 180 —
Net investment income (703 ) (1,742 ) (3,134 ) (3,469 )
Total other expense, net 31,394 35,133 60,608 69,549
Income before equity in income of investments in real estate partnerships 92,615 76,303 193,312 162,875
Equity in income of investments in real estate partnerships 12,314 11,869 24,275 23,785
Net income 104,929 88,172 217,587 186,660
Noncontrolling interests:
Exchangeable operating partnership units (601 ) (550 ) (1,243 ) (970 )
Limited partners' interests in consolidated partnerships (1,660 ) (840 ) (3,902 ) (1,627 )
Net income attributable to noncontrolling interests (2,261 ) (1,390 ) (5,145 ) (2,597 )
Net income attributable to the Company 102,668 86,782 212,442 184,063
Preferred stock dividends (3,413 ) — (6,826 ) —
Net income attributable to common shareholders $ 99,255 86,782 $ 205,616 184,063
Net income attributable to common shareholders:
Per common share - basic $ 0.54 0.51 $ 1.12 1.08
Per common share - diluted $ 0.54 0.51 $ 1.12 1.07

The accompanying notes are an integral part of the financial statements.

REGENCY CENTERS CORPORATION

Consolidated Statements of Comprehensive Income

(in thousands)

(unaudited)

Three months ended June 30, Six months ended June 30,
2024 2023 2024 2023
Net income $ 104,929 88,172 $ 217,587 186,660
Other comprehensive income (loss):
Effective portion of change in fair value of derivative instruments:
Effective portion of change in fair value of derivative instruments 3,124 5,457 11,717 2,721
Reclassification adjustment of derivative instruments included in net income (2,440 ) (1,649 ) (4,807 ) (3,141 )
Unrealized (loss) gain on available-for-sale debt securities (1 ) (115 ) (120 ) 77
Other comprehensive income (loss) 683 3,693 6,790 (343 )
Comprehensive income 105,612 91,865 224,377 186,317
Less: comprehensive income attributable to noncontrolling interests:
Net income attributable to noncontrolling interests 2,261 1,390 5,145 2,597
Other comprehensive income (loss) attributable to noncontrolling interests 13 284 347 (119 )
Comprehensive income attributable to noncontrolling interests 2,274 1,674 5,492 2,478
Comprehensive income attributable to the Company $ 103,338 90,191 $ 218,885 183,839

The accompanying notes are an integral part of the financial statements.

REGENCY CENTERS CORPORATION

Consolidated Statements of Equity

For the three months ended June 30, 2024 and 2023

(in thousands, except per share data)

(unaudited)

Noncontrolling Interests
Common<br>Stock Treasury<br>Stock Additional<br>Paid In<br>Capital Accumulated<br>Other<br>Comprehensive<br>Income Distributions<br>in Excess of<br>Net Income Total<br>Shareholders'<br>Equity Exchangeable<br>Operating<br>Partnership<br>Units Limited<br>Partners'<br>Interest in<br>Consolidated<br>Partnerships Total<br>Noncontrolling<br>Interests Total<br>Equity
Balance at March 31, 2023 — 1,710 (25,699 ) 7,856,426 3,927 (1,779,043 ) 6,057,321 34,411 47,703 82,114 6,139,435
Net income — — — — — 86,782 86,782 550 840 1,390 88,172
Other comprehensive income
Other comprehensive income before reclassification — — — — 4,886 — 4,886 32 424 456 5,342
Amounts reclassified from accumulated other comprehensive income — — — — (1,477 ) — (1,477 ) (10 ) (162 ) (172 ) (1,649 )
Deferred compensation plan, net — — 1,023 (1,023 ) — — — — — — —
Restricted stock issued, net of amortization — — — 4,105 — — 4,105 — — — 4,105
Common stock repurchased for taxes withheld for stock based compensation, net — — — (406 ) — — (406 ) — — — (406 )
Common stock issued under dividend reinvestment plan — — — 157 — — 157 — — — 157
Common stock issued, net of issuance costs — — — (10 ) — — (10 ) — — — (10 )
Contributions from partners — — — — — — — — 1,428 1,428 1,428
Issuance of exchangeable operating partnership units — — — — — — 20,000 — 20,000 20,000
Distributions to partners — — — — — — — — (941 ) (941 ) (941 )
Cash dividends declared:
Common stock/unit (0.650 per share) — — — — — (111,145 ) (111,145 ) (702 ) — (702 ) (111,847 )
Balance at June 30, 2023 — 1,710 (24,676 ) 7,859,249 7,336 (1,803,406 ) 6,040,213 54,281 49,292 103,573 6,143,786
Balance at March 31, 2024 225,000 1,848 (26,321 ) 8,703,756 4,465 (1,889,037 ) 7,019,711 41,606 116,702 158,308 7,178,019
Net income — — — — — 102,668 102,668 601 1,660 2,261 104,929
Other comprehensive income
Other comprehensive income before reclassification — — — — 2,955 — 2,955 18 150 168 3,123
Amounts reclassified from accumulated other comprehensive income — — — — (2,285 ) — (2,285 ) (14 ) (141 ) (155 ) (2,440 )
Adjustment for noncontrolling interests — — — (8,694 ) — — (8,694 ) — 8,694 8,694 —
Deferred compensation plan, net — — (913 ) 913 — — — — — — —
Restricted stock issued, net of amortization — — — 6,561 — — 6,561 — — — 6,561
Common stock repurchased for taxes withheld for stock based compensation, net — — — 84 — — 84 — — — 84
Common stock repurchased and retired — (33 ) — (200,033 ) — — (200,066 ) — — — (200,066 )
Common stock issued under dividend reinvestment plan — — — 166 — — 166 — — — 166
Contributions from partners — — — — — — — — 1,529 1,529 1,529
Distributions to partners — — — — — — — — (1,890 ) (1,890 ) (1,890 )
Cash dividends declared:
Preferred stock/unit — — — — — (3,413 ) (3,413 ) — — — (3,413 )
Common stock/unit (0.670 per share) — — — — — (121,959 ) (121,959 ) (1,473 ) — (1,473 ) (123,432 )
Balance at June 30, 2024 225,000 1,815 (27,234 ) 8,502,753 5,135 (1,911,741 ) 6,795,728 40,738 126,704 167,442 6,963,170

All values are in US Dollars.

The accompanying notes are an integral part of the financial statements.

REGENCY CENTERS CORPORATION

Consolidated Statements of Equity

For the six months ended June 30, 2024 and 2023

(in thousands, except per share data)

(unaudited)

Noncontrolling Interests
Common<br>Stock Treasury<br>Stock Additional<br>Paid In<br>Capital Accumulated<br>Other<br>Comprehensive<br>Income (Loss) Distributions<br>in Excess of<br>Net Income Total<br>Shareholders'<br>Equity Exchangeable<br>Operating<br>Partnership<br>Units Limited<br>Partners'<br>Interest in<br>Consolidated<br>Partnerships Total<br>Noncontrolling<br>Interests Total<br>Equity
Balance at December 31, 2022 — 1,711 (24,461 ) 7,877,152 7,560 (1,764,977 ) 6,096,985 34,489 46,565 81,054 6,178,039
Net income — — — — — 184,063 184,063 970 1,627 2,597 186,660
Other comprehensive income
Other comprehensive income before reclassification — — — — 2,570 — 2,570 21 207 228 2,798
Amounts reclassified from accumulated other comprehensive income — — — — (2,794 ) — (2,794 ) (15 ) (332 ) (347 ) (3,141 )
Deferred compensation plan, net — — (215 ) 215 — — — — — — —
Restricted stock issued, net of amortization — 2 — 8,922 — — 8,924 — — — 8,924
Common stock repurchased for taxes withheld for stock based compensation, net — — — (7,326 ) — — (7,326 ) — — — (7,326 )
Common stock repurchased and retired — (3 ) — (20,003 ) — — (20,006 ) — — — (20,006 )
Common stock issued under dividend reinvestment plan — — — 299 — — 299 — — — 299
Common stock issued, net of issuance costs — — — (10 ) — — (10 ) — — — (10 )
Contributions from partners — — — — — — — — 3,205 3,205 3,205
Issuance of exchangeable operating partnership units — — — — — — 20,000 — 20,000 20,000
Distributions to partners — — — — — — — — (1,980 ) (1,980 ) (1,980 )
Cash dividends declared:
Common stock/unit (1.300 per share) — — — — — (222,492 ) (222,492 ) (1,184 ) — (1,184 ) (223,676 )
Balance at June 30, 2023 — 1,710 (24,676 ) 7,859,249 7,336 (1,803,406 ) 6,040,213 54,281 49,292 103,573 6,143,786
Balance at December 31, 2023 225,000 $ 1,846 (25,488 ) 8,704,240 (1,308 ) (1,871,603 ) 7,032,687 42,195 117,053 159,248 7,191,935
Net income — — — — — 212,442 212,442 1,243 3,902 5,145 217,587
Other comprehensive income
Other comprehensive income before reclassification — — — — 10,942 — 10,942 66 589 655 11,597
Amounts reclassified from accumulated other comprehensive income — — — — (4,499 ) — (4,499 ) (27 ) (281 ) (308 ) (4,807 )
Adjustment for noncontrolling interests — — — (8,694 ) — — (8,694 ) — 8,694 8,694 —
Deferred compensation plan, net — — (1,746 ) 1,746 — — — — — — —
Restricted stock issued, net of amortization — 2 — 13,135 — — 13,137 — — — 13,137
Common stock repurchased for taxes withheld for stock based compensation, net — — — (8,494 ) — — (8,494 ) — — — (8,494 )
Common stock repurchased and retired — (33 ) — (200,033 ) — — (200,066 ) — — — (200,066 )
Common stock issued under dividend reinvestment plan — — — 324 — — 324 — — — 324
Common stock issued for exchangeable operating partnership units — — — 529 — — 529 (529 ) — (529 ) —
Contributions from partners — — — — — — — — 3,001 3,001 3,001
Distributions to partners — — — — — — — — (6,254 ) (6,254 ) (6,254 )
Cash dividends declared:
Preferred stock — — — — — (6,826 ) (6,826 ) — — — (6,826 )
Common stock (1.340 per share/unit) — — — — — (245,754 ) (245,754 ) (2,210 ) — (2,210 ) (247,964 )
Balance at June 30, 2024 225,000 1,815 (27,234 ) 8,502,753 5,135 (1,911,741 ) 6,795,728 40,738 126,704 167,442 6,963,170

All values are in US Dollars.

The accompanying notes are an integral part of the financial statements.

REGENCY CENTERS CORPORATION

Consolidated Statements of Cash Flows

For the six months ended June 30, 2024 and 2023

(in thousands)

(unaudited)

2024 2023
Cash flows from operating activities:
Net income $ 217,587 186,660
Adjustments to reconcile net income to net cash provided by operating activities:
Depreciation and amortization 198,553 165,868
Amortization of deferred loan costs and debt premiums 6,232 2,983
Accretion of above and below market lease intangibles, net (12,193 ) (13,842 )
Stock-based compensation, net of capitalization 12,539 8,854
Equity in income of investments in real estate partnerships (24,275 ) (23,785 )
Gain on sale of real estate, net of tax (22,484 ) (331 )
Loss on early extinguishment of debt 180 —
Distribution of earnings from investments in real estate partnerships 32,440 31,869
Deferred compensation expense 2,695 2,940
Realized and unrealized gain on investments (3,013 ) (3,376 )
Changes in assets and liabilities:
Tenant and other receivables (3,565 ) (14,549 )
Deferred leasing costs (6,311 ) (3,591 )
Other assets (13,793 ) (17,951 )
Accounts payable and other liabilities (9,776 ) 6,091
Tenants' security, escrow deposits and prepaid rent (3,602 ) 6,837
Net cash provided by operating activities 371,214 334,677
Cash flows from investing activities:
Acquisition of operating real estate (45,208 ) —
Real estate development and capital improvements (141,775 ) (100,114 )
Proceeds from sale of real estate 92,159 3,745
Proceeds from property insurance casualty claims 4,638 —
Issuance of notes receivable (32,651 ) (4,000 )
Collection of notes receivable 3,004 —
Investments in real estate partnerships (8,582 ) (3,109 )
Return of capital from investments in real estate partnerships 10,038 3,644
Dividends on investment securities 263 420
Acquisition of investment securities (95,519 ) (2,748 )
Proceeds from sale of investment securities 99,490 10,751
Net cash used in investing activities (114,143 ) (91,411 )
Cash flows from financing activities:
Net proceeds from common stock issuance — (10 )
Repurchase of common shares in conjunction with equity award plans (8,776 ) (7,621 )
Common shares repurchased through share repurchase program (200,066 ) (20,006 )
Proceeds from sale of treasury stock 210 28
Contributions from non-controlling interests 3,001 1,225
Distributions to and redemptions of non-controlling interests (6,254 ) —
Distributions to exchangeable operating partnership unit holders (1,479 ) (964 )
Dividends paid to common shareholders (247,138 ) (222,275 )
Dividends paid to preferred shareholders (6,825 ) —
Repayment of fixed rate unsecured notes (250,000 ) —
Proceeds from issuance of fixed rate unsecured notes, net of debt discount 398,468 —
Proceeds from unsecured credit facilities 422,419 235,000
Repayment of unsecured credit facilities (264,419 ) (235,000 )
Proceeds from notes payable — 15,500
Repayment of notes payable (88,069 ) (29,616 )
Scheduled principal payments (6,121 ) (5,054 )
Payment of loan costs (13,453 ) (141 )
Net cash used in financing activities (268,502 ) (268,934 )
Net decrease in cash and cash equivalents and restricted cash (11,431 ) (25,668 )
Cash and cash equivalents and restricted cash at beginning of the period 91,354 68,776
Cash and cash equivalents and restricted cash at end of the period $ 79,923 43,108

The accompanying notes are an integral part of the financial statements.

REGENCY CENTERS CORPORATION

Consolidated Statements of Cash Flows

For the six months ended June 30, 2024 and 2023

(in thousands)

(unaudited)

2024 2023
Supplemental disclosure of cash flow information:
Cash paid for interest (net of capitalized interest of $3,176 and $2,534 in 2024 and 2023, respectively) $ 77,408 71,091
Cash paid for income taxes, net of refunds $ 6,405 573
Supplemental disclosure of non-cash transactions:
Common and Preferred stock, and exchangeable operating partnership dividends declared<br>but not paid $ 125,709 111,847
Sale of leased asset in exchange for net investment in sales-type lease $ 2,808 —
Common stock issued for partnership units exchanged $ 529 —
Reallocation of equity upon acqusition of non-controlling interest $ 8,694 —
Exchangeable operating partnership units issued for acquisition of real estate $ — 20,000
Change in accrued capital expenditures $ 3,094 9,011
Common stock issued under dividend reinvestment plan $ 324 299
Stock-based compensation capitalized $ 880 366
Contributions to investments in real estate partnerships $ 17,984 —
Common stock issued for dividend reinvestment in trust $ 604 617
Contribution of stock awards into trust $ 1,659 1,844
Distribution of stock held in trust $ 476 2,245
Change in fair value of securities $ 120 98

The accompanying notes are an integral part of the financial statements.

REGENCY CENTERS, L.P.

Consolidated Balance Sheets

June 30, 2024 and December 31, 2023

(in thousands, except unit data)

2023
Assets
Net real estate investments:
Real estate assets, at cost 13,532,046 13,454,391
Less: accumulated depreciation 2,822,272 2,691,386
Real estate assets, net 10,709,774 10,763,005
Investments in sales-type lease, net 15,826 8,705
Investments in real estate partnerships 378,091 370,605
Net real estate investments 11,103,691 11,142,315
Properties held for sale, net — 18,878
Cash, cash equivalents, and restricted cash, including 6,109 and 6,383 of restricted cash at June 30, 2024 and December 31, 2023, respectively 79,923 91,354
Tenant and other receivables, net 236,999 206,162
Deferred leasing costs, less accumulated amortization of 126,867 and 124,107 at June 30, 2024 and December 31, 2023, respectively 77,836 73,398
Acquired lease intangible assets, less accumulated amortization of 374,411 and 364,413 at June 30, 2024 and December 31, 2023, respectively 256,639 283,375
Right of use assets, net 323,015 328,002
Other assets 306,077 283,429
Total assets 12,384,180 12,426,913
Liabilities and Capital
Liabilities:
Notes payable, net 4,055,390 4,001,949
Unsecured credit facility 310,000 152,000
Accounts payable and other liabilities 357,232 358,612
Acquired lease intangible liabilities, less accumulated amortization of 208,900 and 211,067 at June 30, 2024 and December 31, 2023, respectively 380,505 398,302
Lease liabilities 243,318 246,063
Tenants' security, escrow deposits and prepaid rent 74,565 78,052
Total liabilities 5,421,010 5,234,978
Commitments and contingencies — —
Capital:
Partners' capital:
Preferred units 0.01 par value per unit, 30,000,000 units authorized; 9,000,000 units issued and outstanding, in the aggregate, in Series A and Series B at June 30, 2024 and December 31, 2023 with liquidation preference of 25 per unit 225,000 225,000
General partner's common units, 181,493,494 and 184,581,070 units issued and outstanding at June 30, 2024 and December 31, 2023, respectively 6,565,593 6,808,995
Limited partners' common units, 1,099,516 and 1,107,454 units issued and outstanding at June 30, 2024 and December 31, 2023 respectively 40,738 42,195
Accumulated other comprehensive income (loss) 5,135 (1,308 )
Total partners' capital 6,836,466 7,074,882
Noncontrolling interest: Limited partners' interests in consolidated partnerships 126,704 117,053
Total capital 6,963,170 7,191,935
Total liabilities and capital 12,384,180 12,426,913

All values are in US Dollars.

The accompanying notes are an integral part of the financial statements.

REGENCY CENTERS, L.P.

Consolidated Statements of Operations

(in thousands, except per unit data)

(unaudited)

Three months ended June 30, Six months ended June 30,
2024 2023 2024 2023
Revenues:
Lease income $ 347,845 304,458 $ 700,951 613,259
Other property income 2,670 2,683 7,020 5,821
Management, transaction, and other fees 6,735 7,106 13,131 13,144
Total revenues 357,250 314,247 721,102 632,224
Operating expenses:
Depreciation and amortization 100,968 83,161 198,553 165,868
Property operating expense 59,491 54,394 122,765 105,416
Real estate taxes 45,478 38,509 89,785 76,986
General and administrative 24,238 25,065 50,370 50,345
Other operating expenses 3,066 1,682 5,709 1,185
Total operating expenses 233,241 202,811 467,182 399,800
Other expense, net:
Interest expense, net 43,178 36,956 86,046 73,349
Gain on sale of real estate, net of tax (11,081 ) (81 ) (22,484 ) (331 )
Loss on early extinguishment of debt — — 180 —
Net investment income (703 ) (1,742 ) (3,134 ) (3,469 )
Total other expense, net 31,394 35,133 60,608 69,549
Income before equity in income of investments in real estate partnerships 92,615 76,303 193,312 162,875
Equity in income of investments in real estate partnerships 12,314 11,869 24,275 23,785
Net income 104,929 88,172 217,587 186,660
Limited partners' interests in consolidated partnerships (1,660 ) (840 ) (3,902 ) (1,627 )
Net income attributable to the Partnership 103,269 87,332 213,685 185,033
Preferred unit distributions (3,413 ) — (6,826 ) —
Net income attributable to common unit holders $ 99,856 87,332 $ 206,859 185,033
Net income attributable to common unit holders:
Per common unit - basic $ 0.54 0.51 $ 1.12 1.08
Per common unit - diluted $ 0.54 0.51 $ 1.12 1.07

The accompanying notes are an integral part of the financial statements.

REGENCY CENTERS, L.P.

Consolidated Statements of Comprehensive Income

(in thousands)

(unaudited)

Three months ended June 30, Six months ended June 30,
2024 2023 2024 2023
Net income $ 104,929 88,172 $ 217,587 186,660
Other comprehensive income (loss):
Effective portion of change in fair value of derivative instruments:
Effective portion of change in fair value of derivative instruments 3,124 5,457 11,717 2,721
Reclassification adjustment of derivative instruments included in net income (2,440 ) (1,649 ) (4,807 ) (3,141 )
Unrealized (loss) gain on available-for-sale debt securities (1 ) (115 ) (120 ) 77
Other comprehensive income (loss) 683 3,693 6,790 (343 )
Comprehensive income 105,612 91,865 224,377 186,317
Less: comprehensive income attributable to noncontrolling interests:
Net income attributable to noncontrolling interests 1,660 840 3,902 1,627
Other comprehensive income (loss) attributable to noncontrolling interests 9 262 308 (125 )
Comprehensive income attributable to noncontrolling interests 1,669 1,102 4,210 1,502
Comprehensive income attributable to the Partnership $ 103,943 90,763 $ 220,167 184,815

The accompanying notes are an integral part of the financial statements.

REGENCY CENTERS, L.P.

Consolidated Statements of Capital

For the three months ended June 30, 2024 and 2023

(in thousands)

(unaudited)

General Partner Preferred<br>and Common Units Limited<br>Partners Accumulated<br>Other<br>Comprehensive<br>Income Total<br>Partners’<br>Capital Noncontrolling Interests in<br>Limited Partners’ Interest in<br>Consolidated Partnerships Total<br>Capital
Balance at March 31, 2023 $ 6,053,394 34,411 3,927 6,091,732 47,703 6,139,435
Net income 86,782 550 — 87,332 840 88,172
Other comprehensive income
Other comprehensive income before reclassification — 32 4,886 4,918 424 5,342
Amounts reclassified from accumulated other comprehensive loss — (10 ) (1,477 ) (1,487 ) (162 ) (1,649 )
Contributions from partners — — — — 1,428 1,428
Issuance of exchangeable operating partnership units — 20,000 — 20,000 — 20,000
Distributions to partners (111,145 ) (702 ) — (111,847 ) (941 ) (112,788 )
Restricted units issued as a result of restricted stock issued by Parent Company, net of amortization 4,105 — — 4,105 — 4,105
Common units issued as a result of common stock issued by Parent Company, net of issuance costs (10 ) — — (10 ) — (10 )
Common units repurchased as a result of common stock repurchased by Parent Company, net of issuances (249 ) — — (249 ) — (249 )
Balance at June 30, 2023 $ 6,032,877 54,281 7,336 6,094,494 49,292 6,143,786
Balance at March 31, 2024 $ 7,015,246 41,606 4,465 7,061,317 116,702 7,178,019
Net income 102,668 601 — 103,269 1,660 104,929
Other comprehensive income
Other comprehensive income before reclassification — 18 2,955 2,973 150 3,123
Amounts reclassified from accumulated other comprehensive loss — (14 ) (2,285 ) (2,299 ) (141 ) (2,440 )
Adjustment for noncontrolling interests (8,694 ) — — (8,694 ) 8,694 —
Contributions from partners — — — — 1,529 1,529
Distributions to partners (121,959 ) (1,473 ) — (123,432 ) (1,890 ) (125,322 )
Preferred unit distributions (3,413 ) — — (3,413 ) — (3,413 )
Restricted units issued as a result of restricted stock issued by Parent Company, net of amortization 6,561 — — 6,561 — 6,561
Preferred units issued as a result of preferred stock issued by Parent Company, net of issuance costs — — — — — —
Common units repurchased and retired as a result of common stock repurchased and retired by Parent Company (200,066 ) — — (200,066 ) — (200,066 )
Common units issued as a result of common stock issued by Parent Company, net of issuance costs — — — — — —
Common units repurchased as a result of common stock repurchased by Parent Company, net of issuances 250 — — 250 — 250
Common units exchanged for common stock of Parent Company — — — — — —
Balance at June 30, 2024 $ 6,790,593 40,738 5,135 6,836,466 126,704 6,963,170

The accompanying notes are an integral part of the financial statements.

REGENCY CENTERS, L.P.

Consolidated Statements of Capital

For the six months ended June 30, 2024 and 2023

(in thousands)

(unaudited)

General Partner Preferred<br>and Common Units Limited<br>Partners Accumulated<br>Other<br>Comprehensive<br>Income (Loss) Total<br>Partners'<br>Capital Noncontrolling Interests in<br>Limited Partners' Interest in<br>Consolidated Partnerships Total<br>Capital
Balance at December 31, 2022 $ 6,089,425 34,489 7,560 6,131,474 46,565 6,178,039
Net income 184,063 970 — 185,033 1,627 186,660
Other comprehensive income
Other comprehensive income before reclassification — 21 2,570 2,591 207 2,798
Amounts reclassified from accumulated other comprehensive income — (15 ) (2,794 ) (2,809 ) (332 ) (3,141 )
Contributions from partners — — — — 3,205 3,205
Issuance of exchangeable operating partnership units — 20,000 — 20,000 — 20,000
Distributions to partners (222,492 ) (1,184 ) — (223,676 ) (1,980 ) (225,656 )
Restricted units issued as a result of restricted stock issued by Parent Company, net of amortization 8,924 — — 8,924 — 8,924
Common units repurchased and retired as a result of common stock repurchased and retired by Parent Company (20,006 ) — — (20,006 ) — (20,006 )
Common units issued as a result of common stock issued by Parent Company, net of issuance costs (10 ) — — (10 ) — (10 )
Common units repurchased as a result of common stock repurchased by Parent Company, net of issuances (7,027 ) — — (7,027 ) — (7,027 )
Balance at June 30, 2023 $ 6,032,877 54,281 7,336 6,094,494 49,292 6,143,786
Balance at December 31, 2023 $ 7,033,995 42,195 (1,308 ) 7,074,882 117,053 7,191,935
Net income 212,442 1,243 — 213,685 3,902 217,587
Other comprehensive income
Other comprehensive income before reclassification — 66 10,942 11,008 589 11,597
Amounts reclassified from accumulated other comprehensive income — (27 ) (4,499 ) (4,526 ) (281 ) (4,807 )
Adjustment for noncontrolling interests (8,694 ) — — (8,694 ) 8,694 —
Contributions from partners — — — — 3,001 3,001
Distributions to partners (245,754 ) (2,210 ) — (247,964 ) (6,254 ) (254,218 )
Preferred unit distributions (6,826 ) — — (6,826 ) — (6,826 )
Restricted units issued as a result of restricted stock issued by Parent Company, net of amortization 13,137 — — 13,137 — 13,137
Common units repurchased and retired as a result of common stock repurchased and retired by Parent Company (200,066 ) — — (200,066 ) — (200,066 )
Common units repurchased as a result of common stock repurchased by Parent Company, net of issuances (8,170 ) — — (8,170 ) — (8,170 )
Exchangeable operating partnership units converted to common stock of Parent Company 529 (529 ) — — — —
Balance at June 30, 2024 $ 6,790,593 40,738 5,135 6,836,466 126,704 6,963,170

The accompanying notes are an integral part of the financial statements.

REGENCY CENTERS, L.P.

Consolidated Statements of Cash Flows

For the six months ended June 30, 2024 and 2023

(in thousands)

(unaudited)

2024 2023
Cash flows from operating activities:
Net income $ 217,587 186,660
Adjustments to reconcile net income to net cash provided by operating activities:
Depreciation and amortization 198,553 165,868
Amortization of deferred loan costs and debt premiums 6,232 2,983
(Accretion) and amortization of above and below market lease intangibles, net (12,193 ) (13,842 )
Stock-based compensation, net of capitalization 12,539 8,854
Equity in income of investments in real estate partnerships (24,275 ) (23,785 )
Gain on sale of real estate, net of tax (22,484 ) (331 )
Loss on early extinguishment of debt 180 —
Distribution of earnings from investments in real estate partnerships 32,440 31,869
Deferred compensation expense 2,695 2,940
Realized and unrealized gain on investments (3,013 ) (3,376 )
Changes in assets and liabilities:
Tenant and other receivables (3,565 ) (14,549 )
Deferred leasing costs (6,311 ) (3,591 )
Other assets (13,793 ) (17,951 )
Accounts payable and other liabilities (9,776 ) 6,091
Tenants' security, escrow deposits and prepaid rent (3,602 ) 6,837
Net cash provided by operating activities 371,214 334,677
Cash flows from investing activities:
Acquisition of operating real estate (45,208 ) —
Real estate development and capital improvements (141,775 ) (100,114 )
Proceeds from sale of real estate 92,159 3,745
Proceeds from property insurance casualty claims 4,638 —
Issuance of notes receivable (32,651 ) (4,000 )
Collection of notes receivable 3,004 —
Investments in real estate partnerships (8,582 ) (3,109 )
Return of capital from investments in real estate partnerships 10,038 3,644
Dividends on investment securities 263 420
Acquisition of investment securities (95,519 ) (2,748 )
Proceeds from sale of investment securities 99,490 10,751
Net cash used in investing activities (114,143 ) (91,411 )
Cash flows from financing activities:
Net proceeds from common stock issuance — (10 )
Repurchase of common shares in conjunction with equity award plans (8,776 ) (7,621 )
Common units repurchased through share repurchase program (200,066 ) (20,006 )
Proceeds from sale of treasury stock 210 28
Contributions from non-controlling interests 3,001 1,225
Distributions to and redemptions of non-controlling interests (6,254 ) —
Distributions to partners (248,617 ) (223,239 )
Dividends paid to preferred unit holders (6,825 ) —
Repayment of fixed rate unsecured notes (250,000 ) —
Proceeds from issuance of fixed rate unsecured notes, net of debt discount 398,468 —
Proceeds from unsecured credit facilities 422,419 235,000
Repayment of unsecured credit facilities (264,419 ) (235,000 )
Proceeds from notes payable — 15,500
Repayment of notes payable (88,069 ) (29,616 )
Scheduled principal payments (6,121 ) (5,054 )
Payment of loan costs (13,453 ) (141 )
Net cash used in financing activities (268,502 ) (268,934 )
Net decrease in cash and cash equivalents and restricted cash (11,431 ) (25,668 )
Cash and cash equivalents and restricted cash at beginning of the period 91,354 68,776
Cash and cash equivalents and restricted cash at end of the period $ 79,923 43,108

The accompanying notes are an integral part of the financial statements.

REGENCY CENTERS, L.P.

Consolidated Statements of Cash Flows

For the six months ended June 30, 2024 and 2023

(in thousands)

(unaudited)

2024 2023
Supplemental disclosure of cash flow information:
Cash paid for interest (net of capitalized interest of $3,176 and $2,534 in 2024 and 2023, respectively) $ 77,408 71,091
Cash paid for income taxes, net of refunds $ 6,405 573
Supplemental disclosure of non-cash transactions:
Common and Preferred stock, and exchangeable operating partnership dividends declared<br>but not paid $ 125,709 111,847
Sale of leased asset in exchange for net investment in sales-type lease $ 2,808 —
Common stock issued by Parent Company for partnership units exchanged $ 529 —
Reallocation of equity upon acqusition of non-controlling interest $ 8,694 —
Exchangeable operating partnership units issued for acquisition of real estate $ — 20,000
Change in accrued capital expenditures $ 3,094 9,011
Common stock issued by Parent Company for dividend reinvestment plan $ 324 299
Stock-based compensation capitalized $ 880 366
Contributions to investments in real estate partnerships $ 17,984 —
Contributions from limited partners in consolidated partnerships $ — —
Common stock issued for dividend reinvestment in trust $ 604 617
Contribution of stock awards into trust $ 1,659 1,844
Distribution of stock held in trust $ 476 2,245
Change in fair value of securities $ 120 98

The accompanying notes are an integral part of the financial statements.

REGENCY CENTERS CORPORATION AND REGENCY CENTERS, L.P.

Notes to Unaudited Consolidated Financial Statements

June 30, 2024

1. Organization and Significant Accounting Policies

General

Regency Centers Corporation (the "Parent Company") began its operations as a REIT in 1993 and is the general partner of Regency Centers, L.P. (the "Operating Partnership"). The Parent Company primarily engages in the ownership, management, leasing, acquisition, development, and redevelopment of shopping centers through the Operating Partnership and has no other assets other than through its investment in the Operating Partnership. Its only liabilities are $200 million of unsecured private placement notes, which are co-issued and guaranteed by the Operating Partnership. The Parent Company guarantees all of the unsecured debt of the Operating Partnership.

As of June 30, 2024, the Parent Company, the Operating Partnership, and their controlled subsidiaries on a consolidated basis owned 380 properties and held partial interests in an additional 101 properties through unconsolidated Investments in real estate partnerships (also referred to as "joint ventures" or "investment partnerships").

Basis of Presentation

The information included in this Report should be read in conjunction with the Company's Annual Report on Form 10-K for the year ended December 31, 2023, as certain disclosures in this Report that would duplicate those included in such Annual Report on Form 10-K are not included in these consolidated financial statements. The consolidated financial statements reflect all adjustments which are, in the opinion of management, necessary to fairly state the results for the interim periods presented. These adjustments are considered to be of a normal recurring nature.

Acquisition of Urstadt Biddle Properties Inc.

On August 18, 2023, the Company acquired Urstadt Biddle Properties Inc. ("UBP") which was accounted for as an asset acquisition. Under the terms of the merger agreement, each share of Urstadt Biddle common stock and Urstadt Biddle Class A common stock was converted into 0.347 of a share of common stock of the Parent Company. Additionally, each share of UBP’s 6.25% Series H Cumulative Redeemable Preferred Stock and 5.875% Series K Cumulative Redeemable Preferred Stock was converted into one share of newly issued Parent Company 6.25% Series A Cumulative Redeemable Preferred Stock (“Parent Company Series A preferred stock”) and 5.875% Series B Cumulative Redeemable Preferred Stock (“Parent Company Series B preferred stock”), respectively (collectively referred to as the “Preferred Stock”).

As a result of the acquisition, the Company acquired 74 properties representing 5.3 million square feet of GLA, including 10 properties held through real estate partnerships. See the Company's audited Annual Report on Form 10-K for the year ended December 31, 2023 for further disclosure regarding the acquisition transaction.

Risks and Uncertainties

The success of the Company's tenants in operating their businesses and their corresponding ability to pay rent continue to be influenced by current economic challenges, which may impact their cost of doing business, including but not limited to the impact of inflation, the cost and availability of labor, increasing energy prices and interest rates, and access to credit. Additionally, geopolitical and macroeconomic challenges, including the war involving Russia and Ukraine, current Middle East conflicts and wars, and the economic conflicts with China, as well as the slowing of its economy, could impact aspects of the U.S. economy and, therefore, consumer spending. The policies implemented by the U.S. government to address these and related issues, including changes by the Board of Governors of the Federal Reserve System of its benchmark federal funds rate, increases or decreases in federal government spending, and economic sanctions and tariffs, could result in adverse impacts on the U.S. economy, including a slowing of growth and potentially a recession, thereby impacting consumer spending, tenants' businesses, and/or decreasing future demand for space in shopping centers. The potential impact of current macroeconomic and geopolitical challenges on the Company's financial condition, results of operations, and cash flows is subject to change and continues to depend on the extent and duration of these risks and uncertainties. See Item 1A of Part I of the Company's Annual Report on Form 10-K for a more detailed discussion of the Risk Factors potentially impacting the Company's business and results of operations.

Investment Risk Concentrations

As of June 30, 2024, no single tenant comprised 10% or more of our aggregate annualized base rent ("ABR"). As of June 30, 2024, the Company had three geographic concentrations that accounted for at least 10.0% of our aggregate ABR. Real estate 15

REGENCY CENTERS CORPORATION AND REGENCY CENTERS, L.P.

Notes to Unaudited Consolidated Financial Statements

June 30, 2024

properties located in California, Florida and the New York-Newark-Jersey City core-based statistical area accounted for 23.4%, 20.6% and 11.0% of ABR respectively. As a result, this geographic concentration of our portfolio makes it potentially more susceptible to adverse weather or economic events that impact these locations.

Consolidation

In addition to properties that are wholly-owed, the Company consolidates properties where it owns less than 100% but holds a controlling financial interest in the entity.Controlling financial interest is determined using an evaluation based on accounting standards related to the consolidation of Variable Interest Entities ("VIEs") and voting interest entities.

Ownership of the Parent Company

The Parent Company currently has a single class of common stock and two series of preferred stock outstanding.

Ownership of the Operating Partnership

The Operating Partnership's capital includes Common Units and Preferred Units. As of June 30, 2024, the Parent Company owned approximately 99.4% of the outstanding Common Units, with the remaining Common Units held by third parties ("Exchangeable operating partnership units" or "EOP units"). The Parent Company currently owns all of the Preferred Units.

Real Estate Partnerships

As of June 30, 2024, Regency held partial ownership interests in 119 properties through real estate partnerships, of which 18 are consolidated. Regency's partners include institutional investors, real estate developers and/or operators, and passive investors (the "Partners" or "Limited Partners"). These partnerships have been established to own and operate real estate properties. The Company’s involvement with these entities is through its ownership and management of the properties. The entities were deemed VIEs primarily because the unrelated investors do not have substantive kick-out rights to remove the general or managing partner by a vote of a simple majority or less, and they do not have substantive participating rights. Regency has variable interests in these entities through its equity ownership, with Regency being the primary beneficiary in certain of these real estate partnerships. Regency consolidates the partnerships into its financial statements for which it is the primary beneficiary and reports the limited partners' interests as noncontrolling interests. For those partnerships which Regency is not the primary beneficiary and does not have a controlling financial interest, but has significant influence, Regency recognizes its equity investments in them in accordance with the equity method of accounting.

The assets of these partnerships are restricted to use by the respective partnerships and cannot be directly reached by general creditors of the Company. Similarly, the obligations of the partnerships are backed by, and can only be settled through the assets of these partnerships or by additional capital contributions by the partners.

The carrying amounts of VIEs' assets and liabilities included in the Company's consolidated financial statements, exclusive of the Operating Partnership, are as follows:

(in thousands) June 30, 2024 December 31, 2023
Assets
Real estate assets, net $ 276,831 270,674
Cash, cash equivalents and restricted cash 6,792 8,201
Tenant and other receivables, net 5,232 3,883
Deferred costs, net 2,504 2,494
Acquired lease intangible assets, net 7,184 12,099
Right of use assets, net 18,398 44,377
Other assets 1,791 893
Total Assets $ 318,732 342,621
Liabilities
Notes payable $ 32,973 33,211
Accounts payable and other liabilities 6,785 29,919
Acquired lease intangible liabilities, net 10,946 21,456
Tenants' security, escrow deposits and prepaid rent 1,139 1,239
Lease liabilities 19,280 21,433
Total Liabilities $ 71,123 107,258

16

REGENCY CENTERS CORPORATION AND REGENCY CENTERS, L.P.

Notes to Unaudited Consolidated Financial Statements

June 30, 2024

Revenues, and Tenant and other Receivables

Other property income includes parking fees and other incidental income from the properties and is generally recognized at the point in time that the performance obligation is met. Income within Management, transaction, and other fees is primarily derived from contracts with the Company's real estate partnerships. The primary components of these revenue streams, the timing of satisfying the performance obligations, and amounts are as follows:

Three months ended June 30, Six months ended June 30,
(in thousands) Timing of satisfaction of performance obligations 2024 2023 2024 2023
Management, transaction, and other fees:
Property management services Over time $ 3,895 3,487 $ 7,856 6,945
Asset management services Over time 1,620 1,648 3,222 3,277
Leasing services Point in time 1,016 1,096 1,591 1,814
Other fees Point in time 204 875 462 1,108
Total management, transaction, and other fees $ 6,735 7,106 $ 13,131 13,144

The accounts receivable for management, transactions, and other fees, which are included within Tenant and other receivables in the accompanying Consolidated Balance Sheets, are $17.9 million and $18.5 million, as of June 30, 2024 and December 31, 2023, respectively.

Recent Accounting Pronouncements

The following table provides a brief description of recently adopted accounting pronouncements and impact on our financial statements:

Standard Description Earlier of Effective Date or the Date of adoption Effect on the financial statements or other significant matters
Recently adopted:
ASU 2023-07, Segment Reporting (Topic 280): Improvements to Reportable Segment Disclosures The amendments are aimed at enhancing the disclosures public entities provide regarding significant segment expenses so that investors can “better understand an entity’s overall performance” and assess “potential future cash flows.” January 1, 2024 The standard became effective for the Company on January 1, 2024 and the required disclosures for the Company will begin with its Annual Report on Form 10-K for the fiscal year ending December 31, 2024. The adoption and implementation of this guidance is not expected to have a material impact on the Company’s consolidated financial statements.
ASU 2023-09, Income Taxes (Topic 740): Improvements to Income Tax Disclosures. ASU 2023-09 requires public business entities to disclose additional information in specified categories with respect to the reconciliation of the effective tax rate to the statutory rate for federal, state, and foreign income taxes. It also requires greater detail about individual reconciling items in the rate reconciliation to the extent the impact of those items exceeds a specified threshold. January 1, 2025 The Company will review the extent of new disclosures necessary prior to implementation.  Other than additional disclosure, the adoption of this ASU is not expected to have a material impact on the Company's consolidated financial statements.

REGENCY CENTERS CORPORATION AND REGENCY CENTERS, L.P.

Notes to Unaudited Consolidated Financial Statements

June 30, 2024

2. Real Estate Investments

The following tables detail the properties acquired for the periods set forth below:

(in thousands) Six months ended June 30, 2024
Date Purchased Property Name City/State Property<br>Type Regency Ownership Purchase<br>Price (1) Debt<br>Assumed,<br>Net of<br>Discounts (1) Intangible<br>Assets (1) Intangible<br>Liabilities (1)
2/23/2024 The Shops at Stone Bridge Cheshire, CT Development 100% $ 8,000 — — —
5/3/2024 Compo Acres North shopping center Westport, CT Operating 100% 45,500 — 5,360 2,175
Total property acquisitions $ 53,500 — 5,360 2,175
(in thousands) Six months ended June 30, 2023
--- --- --- --- --- --- --- --- --- --- --- --- ---
Date Purchased Property Name City/State Property<br>Type Regency Ownership Purchase<br>Price (1) Debt<br>Assumed,<br>Net of<br>Discounts (1) Intangible<br>Assets (1) Intangible<br>Liabilities (1)
5/1/2023 Sienna Phase 1 Houston, TX Development 75% $ 2,695 — — —
5/18/2023 SunVet Holbrook, NY Development 99% 24,140 — — —
Total property acquisitions $ 26,835 — — —
  • Amounts for purchase price and allocation are reflected at 100%.
3. Property Dispositions

The following table provides a summary of consolidated shopping centers and land parcels sold during the periods set forth below:

Three months ended June 30, Six months ended June 30,
(in thousands, except number sold data) 2024 2023 2024 2023
Net proceeds from sale of real estate investments $ 62,126 142 $ 92,159 3,065
Gain on sale of real estate, net of tax 11,081 81 22,484 331
Number of operating properties sold 2 — 3 —
Number of land parcels sold — — — 1
Percent interest sold 100% 100% 100% 100%
4. Other Assets
--- ---

The following table represents the components of Other assets in the accompanying Consolidated Balance Sheets as of the dates set forth below:

(in thousands) June 30, 2024 December 31, 2023
Goodwill $ 167,062 167,062
Investments 50,656 51,992
Prepaid and other 54,341 40,635
Derivative assets 16,293 14,213
Furniture, fixtures, and equipment, net ("FF&E") 6,711 6,662
Deferred financing costs, net(1) 11,014 2,865
Total other assets $ 306,077 283,429
  • The Company incurred additional financing costs related to recasting its Line of Credit. See Note 5 — Notes Payable and Unsecured Credit Facilities for discussion regarding these transactions.

REGENCY CENTERS CORPORATION AND REGENCY CENTERS, L.P.

Notes to Unaudited Consolidated Financial Statements

June 30, 2024

5. Notes Payable and Unsecured Credit Facilities

The Company's outstanding debt, net of unamortized debt premium (discount) and debt issuance costs, consisted of the following as of the dates set forth below:

(in thousands) Maturing<br>Through Weighted<br>Average<br>Contractual<br>Rate Weighted<br>Average<br>Effective<br>Rate June 30, 2024 December 31, 2023
Notes payable:
Fixed rate mortgage loans 6/1/2037 3.9% 4.4% $ 358,158 449,615
Variable rate mortgage loans (1) 1/31/2032 4.2% 4.2% 297,200 299,579
Fixed rate unsecured debt 3/15/2049 4.0% 4.2% 3,400,032 3,252,755
Total notes payable, net 4,055,390 4,001,949
Unsecured credit facilities:
$1.5 Billion Line of Credit (the "Line") (2) 3/23/2028 6.2% 6.5% 310,000 152,000
Total unsecured credit facilities 310,000 152,000
Total debt outstanding $ 4,365,390 4,153,949
  • As of June 30, 2024, 98.2% of the variable rate mortgage loans are fixed through interest rate swaps.
  • The Company has the option to extend the maturity date by two additional six-month periods. Weighted average effective rate for the Line is calculated based on a fully drawn Line balance using the period end variable rate.

Significant financing activity during 2024 includes:

On January 8, 2024, the Company priced a public offering of $400 million of senior unsecured notes due in 2034, and the notes were issued on January 18, 2024 at 99.617% of par value with a coupon of 5.250%.

On January 18, 2024, the Company entered into a Sixth Amended and Restated Credit Agreement (the "Credit Agreement"), with the financial institutions party thereto, as lenders, and Wells Fargo Bank, National Association, as Administrative Agent. The Credit Agreement provides for an unsecured revolving credit facility in the amount of $1.50 billion for a term of four years (plus two six-month extension options) and includes an accordion feature which permits the borrower to request increases in the size of the revolving loan facility by up to an additional $1.50 billion. The interest rate on the revolving credit facility is equal to the Secured Overnight Financing Rate ("SOFR") plus a margin that is determined based on the borrower’s long-term unsecured debt ratings and ratio of indebtedness to total asset value. At the time of the closing, the effective interest rate was SOFR plus a credit spread adjustment of 10 basis points plus a margin of 72.5 basis points. The Credit Agreement also incorporates sustainability-linked adjustments to the interest rate, which provide for upward or downward adjustments to the applicable margin if the Company achieves, or fails to achieve, certain specified targets based on Scope 1 and Scope 2 emission standards as set forth in the Credit Agreement. At the time of the closing, a 1 basis point downward sustainability-linked adjustment to the interest rate was applicable. The Credit Agreement was further amended on July 8, 2024 to update the baseline metric used to calculate sustainability-linked performance targets.

On June 17, 2024, the Company paid off $250 million of unsecured public debt that had matured, utilizing a portion of the proceeds from the January 2024 public debt offering, and the Company paid off a $78.3 million fixed rate mortgage loan.

19

REGENCY CENTERS CORPORATION AND REGENCY CENTERS, L.P.

Notes to Unaudited Consolidated Financial Statements

June 30, 2024

Scheduled principal payments and maturities on notes payable and unsecured credit facilities were as follows:

(in thousands) June 30, 2024
Scheduled Principal Payments and Maturities by Year: Scheduled<br>Principal<br>Payments Mortgage<br>Loan<br>Maturities Unsecured<br>Maturities (1) Total
2024 (2) $ 5,052 53,108 — 58,160
2025 9,678 52,537 250,000 312,215
2026 9,920 147,850 200,000 357,770
2027 7,013 222,558 525,000 754,571
2028 5,312 36,570 610,000 651,882
Beyond 5 Years 7,956 106,089 2,150,000 2,264,045
Unamortized debt premium/(discount) and issuance costs — (8,285 ) (24,968 ) (33,253 )
Total $ 44,931 610,427 3,710,032 4,365,390
  • Includes unsecured public and private debt and unsecured credit facilities.
  • Reflects scheduled principal payments and maturities for the remainder of the year.

The Company was in compliance as of June 30, 2024, with all financial and other covenants under its unsecured public and private placement debt and unsecured credit facilities.

6. Derivative Financial Instruments

The Company may use derivative financial instruments, including interest rate swaps, caps, options, floors, and other interest rate derivative contracts, to hedge all or a portion of the interest rate risk associated with its borrowings. The principal objective of such arrangements is to minimize the risks and/or costs associated with the Company's operating and financial structure as well as to hedge specific anticipated transactions. The Company does not intend to utilize derivatives for speculative transactions or purposes other than mitigation of interest rate risk. The use of derivative financial instruments carries certain risks, including the risk that the counterparties to these contractual arrangements are not able to perform under the agreements. To mitigate this risk, the Company only enters into derivative financial instruments with counterparties with quality credit ratings. The Company does not anticipate that any of the counterparties will fail to meet their obligations.

The Company's objectives in using interest rate derivatives are to attempt to stabilize interest expense where possible and to manage its exposure to interest rate movements. To accomplish this objective, the Company primarily uses interest rate swaps as part of its interest rate risk management strategy. Interest rate swaps designated as cash flow hedges involve the receipt of variable-rate amounts from a counterparty in exchange for the Company making fixed-rate payments over the life of the agreements without exchange of the underlying notional amount.

Detail on the Company's interest rate derivatives outstanding as of June 30, 2024 and December 31, 2023 is as follows:

Number of Instruments
Interest Rate Swaps June 30, 2024 December 31, 2023
Notional amount 322,451 294,928
Number of instruments 16 15

Detail on the fair value of the Company's interest rate derivatives as of June 30, 2024 and December 31, 2023 is as follows:

(in thousands) Fair Value
Interest rate swaps classified as: June 30, 2024 December 31, 2023
Derivative assets $ 16,293 14,213
Derivative liabilities (261 ) (1,335 )

These derivative financial instruments are all interest rate swaps, which are designated and qualify as cash flow hedges. The Company does not use derivatives for trading or speculative purposes and, as of June 30, 2024, does not have any derivatives that are not designated as hedges.

The changes in the fair value of derivatives designated and qualifying as cash flow hedges are recorded in Accumulated other comprehensive income ("AOCI") and subsequently reclassified into earnings in the period that the hedged forecasted transaction affects earnings. 20

REGENCY CENTERS CORPORATION AND REGENCY CENTERS, L.P.

Notes to Unaudited Consolidated Financial Statements

June 30, 2024

The following table represents the effect of the derivative financial instruments on the accompanying Consolidated Financial Statements:

Location and Amount of Gain (Loss) Recognized in OCI on Derivative Location and Amount of Gain (Loss) Reclassified from AOCI into Income Total amounts presented in the Consolidated Statements of Operations in which the effects of cash flow hedges are recorded
Three months ended June 30, Three months ended June 30, Three months ended June 30,
(in thousands) 2024 2023 2024 2023 2024 2023
Interest rate swaps $ 3,124 5,457 Interest income $ (2,440 ) (1,649 ) Interest expense, net $ 43,178 36,956
Six months ended June 30, Six months ended June 30, Six months ended June 30,
(in thousands) 2024 2023 2024 2023 2024 2023
Interest rate swaps $ 11,717 2,721 Interest income $ (4,807 ) (3,141 ) Interest expense, net $ 86,046 73,349

As of June 30, 2024, the Company expects approximately $6.0 million of accumulated comprehensive income on derivative instruments in AOCI, including the Company's share from its Investments in real estate partnerships, to be reclassified into earnings during the next 12 months.

7. Leases

Substantially all of the Company's leases are classified as operating leases. The Company's Lease income is comprised of both fixed and variable income. Fixed and in-substance fixed lease income includes stated amounts per the lease contract, which are primarily related to base rent, and in some cases stated amounts for common area maintenance ("CAM"), real estate taxes, and insurance (collectively, "Recoverable Costs"). Income for these amounts is recognized on a straight-line basis.

Variable lease income includes the following two main items in the lease contracts:

  • Recoveries from tenants represents the tenants' contractual obligations to reimburse the Company for their portion of Recoverable Costs incurred. Generally, the Company's leases provide for the tenants to reimburse the Company based on the tenants' share of the actual costs incurred in proportion to the tenants' share of leased space in the property.
  • Percentage rent represents amounts billable to tenants based on the tenants' actual sales volume in excess of levels specified in the lease contract.

The following table provides a disaggregation of lease income recognized as either fixed or variable lease income based on the criteria specified in ASC Topic 842:

(in thousands) Three months ended June 30, Six months ended June 30,
2024 2023 2024 2023
Operating lease income
Fixed and in-substance fixed lease income $ 256,991 220,191 $ 513,616 439,831
Variable lease income 86,082 74,337 178,372 155,118
Other lease related income, net:
Above/below market rent and tenant rent inducement amortization, net 7,441 8,751 13,264 14,616
Uncollectible straight-line rent (1) (811 ) 1,522 (1,210 ) 2,100
Uncollectible amounts billable in lease (loss) income (1,858 ) (343 ) (3,091 ) 1,594
Total lease income $ 347,845 304,458 $ 700,951 613,259
  • The amounts include straight-line rent adjustments associated with converting between cash basis and accrual basis of accounting for certain leases.

21

REGENCY CENTERS CORPORATION AND REGENCY CENTERS, L.P.

Notes to Unaudited Consolidated Financial Statements

June 30, 2024

The following table represents the components of Tenant and other receivables, net of amounts considered uncollectible, in the accompanying Consolidated Balance Sheets:

(in thousands) June 30, 2024 December 31, 2023
Tenant receivables $ 24,935 34,814
Straight-line rent receivables 147,409 138,590
Notes receivable 31,943 2,109
Other receivables(1) 32,712 30,649
Total tenant and other receivables $ 236,999 206,162
  • Other receivables include construction receivables, insurance receivables, and amounts due from real estate partnerships for Management, transaction, and other fee income.

During the six months ended June 30, 2024 the Company issued a note receivable in the amount of $29.8 million at an interest rate of 6.9% maturing in January 2027, secured by a grocery-anchored shopping center.

8. Fair Value Measurements

(a) Disclosure of Fair Value of Financial Instruments

All financial instruments of the Company are reflected in the accompanying Consolidated Balance Sheets at amounts which, in management's estimation, reasonably approximate their fair values, except those instruments listed below:

June 30, 2024 December 31, 2023
(in thousands) Carrying<br>Amount Fair Value Carrying<br>Amount Fair Value
Financial assets:
Notes receivable $ 31,943 31,552 2,109 2,109
Financial liabilities:
Notes payable, net $ 4,055,390 3,799,988 4,001,949 3,763,152
Unsecured credit facilities(1) $ 310,000 310,000 152,000 152,000
  • The carrying amounts approximated its fair values due to the variable nature of the terms.

The above fair values represent management's estimate of the amounts that would be received from selling those assets or that would be paid to transfer those liabilities in an orderly transaction between market participants as of June 30, 2024, and December 31, 2023, respectively. These fair value measurements maximize the use of observable inputs which are classified within Level 2 of the fair value hierarchy. However, in situations where there is little, if any, market activity for the asset or liability at the measurement date, the fair value measurement reflects the Company's own judgments about the assumptions that market participants would use in pricing the asset or liability.

The Company develops its judgments based on the best information available at the measurement date, including expected cash flows, appropriate risk-adjusted discount rates, and available observable and unobservable inputs. Service providers involved in fair value measurements are evaluated for competency and qualifications on an ongoing basis. As considerable judgment is often necessary to estimate the fair value of these financial instruments, the fair values presented above are not necessarily indicative of amounts that will be realized upon disposition of the financial instruments.

(b) Recurring Fair Value

The following financial instruments are measured at fair value on a recurring basis:

Securities

The Company has investments in marketable securities that are included within Other assets on the accompanying Consolidated Balance Sheets. The fair value of the securities was determined using quoted prices in active markets, which are considered Level 1 inputs of the fair value hierarchy. Changes in the value of securities are recorded within Net investment income in the accompanying Consolidated Statements of Operations, and include unrealized gains of $0.7 million and unrealized gains of $1.4 million during the three months ended June 30, 2024 and 2023, respectively, and unrealized gains of $3.1 million and unrealized gains of $3.0 million during the six months ended June 30, 2024 and 2023, respectively.

22

REGENCY CENTERS CORPORATION AND REGENCY CENTERS, L.P.

Notes to Unaudited Consolidated Financial Statements

June 30, 2024

Available-for-Sale Debt Securities

Available-for-sale debt securities consist of investments in certificates of deposit and corporate bonds, and are recorded at fair value using either recent trade prices for the identical debt instrument or comparable instruments by issuers of similar industry sector, issuer rating, and size, to estimate fair value, which are considered Level 2 inputs of the fair value hierarchy. Unrealized gains or losses on these debt securities are recognized through Other comprehensive income.

Interest Rate Derivatives

The fair value of the Company's interest rate derivatives is determined using widely accepted valuation techniques including discounted cash flow analysis on the expected cash flows of each derivative. This analysis reflects the contractual terms of the derivatives, including the period to maturity, and uses observable market-based inputs, including interest rate curves and implied volatilities. The Company incorporates credit valuation adjustments to appropriately reflect both its own nonperformance risk and the respective counterparty's nonperformance risk in the fair value measurements.

Although the Company has determined that the majority of the inputs used to value its derivatives fall within Level 2 of the fair value hierarchy, the credit valuation adjustments associated with its derivatives utilize Level 3 inputs, such as estimates of current credit spreads, to evaluate the likelihood of default by the Company and its counterparties. The Company has assessed the significance of the impact of the credit valuation adjustments on the overall valuation of its derivative positions and has determined that the credit valuation adjustments are not significant to the overall valuation of its interest rate swaps. As a result, the Company determined that its interest rate swaps valuation in its entirety is classified in Level 2 of the fair value hierarchy.

The following tables present the placement in the fair value hierarchy of assets and liabilities that are measured at fair value on a recurring basis:

Fair Value Measurements as of June 30, 2024
Quoted Prices in Active Markets for Identical Assets Significant Other Observable Inputs Significant Unobservable Inputs
(in thousands) Balance (Level 1) (Level 2) (Level 3)
Assets:
Securities $ 36,901 36,901 — —
Available-for-sale debt securities 13,755 — 13,755 —
Interest rate derivatives 16,293 — 16,293 —
Total $ 66,949 36,901 30,048 —
Liabilities:
Interest rate derivatives $ (261 ) — (261 ) —
Fair Value Measurements as of December 31, 2023
--- --- --- --- --- --- --- --- --- --- ---
Quoted Prices in Active Markets for Identical Assets Significant Other Observable Inputs Significant Unobservable Inputs
(in thousands) Balance (Level 1) (Level 2) (Level 3)
Assets:
Securities $ 37,039 37,039 — —
Available-for-sale debt securities 14,953 — 14,953 —
Interest rate derivatives 14,213 — 14,213 —
Total $ 66,205 37,039 29,166 —
Liabilities:
Interest rate derivatives $ (1,335 ) — (1,335 ) —

REGENCY CENTERS CORPORATION AND REGENCY CENTERS, L.P.

Notes to Unaudited Consolidated Financial Statements

June 30, 2024

9. Equity and Capital

Preferred Stock of the Parent Company

Terms and conditions of the preferred stock outstanding are summarized as follows:

Preferred Stock Outstanding as of June 30, 2024 and December 31, 2023
Date of Issuance Shares Issued and Outstanding Liquidation Preference Distribution Rate Callable By Company
Series A 8/18/2023 4,600,000 $ 115,000,000 6.250% On demand
Series B 8/18/2023 4,400,000 110,000,000 5.875% On or after 10/1/2024
9,000,000 $ 225,000,000

Dividends Declared

On July 31, 2024, the Board:

  • Declared dividends on the Series A Preferred Stock, which will be paid at a rate of $0.390625 per share on October 31, 2024. The dividends will be payable to holders of record of the Series A Preferred Stock as of the close of business on October 16, 2024; and
  • Declared dividend on the Series B Preferred Stock, which will be paid at a rate of $0.367200 per share on October 31, 2024. The dividend will be payable to holders of record of the Series B Preferred Stock as of the close of business on October 16, 2024.

Common Stock of the Parent Company

Dividends Declared

On July 31, 2024, the Board declared a common stock dividend of $0.67 per share, payable on October 3, 2024, to shareholders of record as of September 12, 2024.

On August 1, 2023, our Board declared a common stock dividend of $0.65 per share, payable on October 4, 2023, to shareholders of record as of September 14, 2023.

At the Market ("ATM") Program

Under the Parent Company's ATM program, as authorized by the Board, the Parent Company may sell up to $500 million of common stock at prices determined by the market at the time of sale. The timing of sales, if any, will be dependent on market conditions and other factors. No sales occurred under the ATM program during both the six months ended June 30, 2024 and 2023. As of June 30, 2024, $500 million of common stock remained available for issuance under this ATM equity program.

Stock Repurchase Program

On February 8, 2023, the Board authorized a common stock repurchase program under which the Company may purchase up to a maximum of $250 million of its outstanding common stock through open market purchases, and/or in privately negotiated transactions (referred to as the "Repurchase Program"). The timing and price of stock repurchases, if any, are dependent upon market conditions and other factors. The stock repurchased, if not retired, is be treated as treasury stock. The Board's authorization for the Repurchase Program was to expire on February 7, 2025, unless modified, extended or earlier terminated by the Board in its discretion.

During the six months ended June 30, 2024, the Company executed multiple trades by which it repurchased 3.3 million common shares under the Repurchase Program for a total of $200 million at a weighted average price of $60.48 per share. These shares were repurchased through open market purchases in accordance with applicable federal securities laws, including Rule 10b-18 of the Exchange Act of 1934 (the "Exchange Act"). All repurchased shares were retired on the respective settlement dates. At June 30, 2024, $30.0 million remained available under the Repurchase Program. 24

REGENCY CENTERS CORPORATION AND REGENCY CENTERS, L.P.

Notes to Unaudited Consolidated Financial Statements

June 30, 2024

During the six months ended June 30, 2023, the Company executed multiple trades to repurchase 349,519 common shares under the Repurchase Program for a total of $20.0 million at a weighted average price of $57.22 per share. All repurchased shares were retired on the respective settlement dates.

On July 31, 2024, the Board authorized and approved a new common stock repurchase program under which the Company may purchase up to $250 million of shares of the Company’s outstanding common stock (the “New Repurchase Program”). The New Repurchase Program replaces and supercedes, in all respects, the Repurchase Program noted above. Under the New Repurchase Program, the Company intends to repurchase shares through open market purchases in accordance with applicable federal securities laws, including Rule 10b-18 of the Exchange Act. The Board's authorization for the New Repurchase Program expires on June 30, 2026, unless modified, extended or earlier terminated by the Board in its discretion.

Preferred Units of the Operating Partnership

The number of Series A Preferred Units and Series B Preferred Units, respectively, issued by the Operating Partnership is equal to the number of Series A Preferred Stock and Series B Preferred Stock, respectively, issued by the Parent Company.

Common Units of the Operating Partnership

Common Units are issued, or redeemed and retired, for each share of the Parent Company stock issued or redeemed, or retired, as described above. During the six months ended June 30, 2024, 7,938 Partnership Units were converted to Parent Company common stock. During the six months ended June 30, 2023 the Operating Partnership issued 338,704 exchangeable operating partnership units, valued at $20.0 million, as partial purchase price consideration for a development property.

10. Stock-Based Compensation

During the six months ended June 30, 2024, the Company granted 343,014 shares of restricted stock with a weighted-average grant-date fair value of $60.25 per share. During the six months ended June 30, 2023, the Company granted 301,099 shares of restricted stock with a weighted-average grant-date fair value of $68.29 per share. The Company records stock-based compensation expense within General and administrative expenses in the accompanying Consolidated Statements of Operations, and recognizes forfeitures as they occur.

11. Earnings per Share and Unit

Parent Company Earnings per Share

The following summarizes the calculation of basic and diluted earnings per share:

Three months ended June 30, Six months ended June 30,
(in thousands, except per share data) 2024 2023 2024 2023
Numerator:
Net income attributable to common shareholders - basic $ 99,255 86,782 $ 205,616 184,063
Net income attributable to common shareholders - diluted $ 99,255 86,782 $ 205,616 184,063
Denominator:
Weighted average common shares outstanding for basic EPS 183,703 170,990 184,188 171,100
Weighted average common shares outstanding for diluted EPS (1) 183,868 171,275 184,332 171,369
Net income per common share – basic $ 0.54 0.51 $ 1.12 1.08
Net income per common share – diluted $ 0.54 0.51 $ 1.12 1.07
  • Includes the dilutive impact of unvested restricted stock.

The effect of the assumed conversion of the EOP units and certain other convertible units had an anti-dilutive effect upon the calculation of net income to the common shareholders per share. Accordingly, the impact of such assumed conversions has not been included in the determination of diluted net income per share calculations. Weighted average EOP units outstanding were 1,099,516 and 901,480 for the three months ended June 30, 2024 and 2023, and 1,100,305 and 822,346 for the six months ended June 30, 2024 and 2023, respectively.

25

REGENCY CENTERS CORPORATION AND REGENCY CENTERS, L.P.

Notes to Unaudited Consolidated Financial Statements

June 30, 2024

Operating Partnership Earnings per Unit

The following summarizes the calculation of basic and diluted earnings per unit ("EPU"):

Three months ended June 30, Six months ended June 30,
(in thousands, except per unit data) 2024 2023 2024 2023
Numerator:
Net income attributable to common unit holders - basic $ 99,856 87,332 $ 206,859 185,033
Net income attributable to common unit holders - diluted $ 99,856 87,332 $ 206,859 185,033
Denominator:
Weighted average common units outstanding for basic EPU 184,803 171,891 185,288 171,922
Weighted average common units outstanding for diluted EPU (1) 184,968 172,176 185,433 172,192
Net income per common unit – basic $ 0.54 0.51 $ 1.12 1.08
Net income per common unit – diluted $ 0.54 0.51 $ 1.12 1.07
  • Includes the dilutive impact of unvested restricted stock.

The effect of the assumed conversion of certain other convertible units had an anti-dilutive effect upon the calculation of net income to the common unit holders per share. Accordingly, the impact of such assumed conversions has not been included in the determination of diluted net income per unit calculations.

12. Commitments and Contingencies

Litigation

The Company is a party to litigation and other disputes that arise in the ordinary course of business. While the outcome of any particular lawsuit or dispute cannot be predicted with certainty, in the opinion of management, the Company's currently pending litigation and disputes are not expected to have a material adverse effect on the Company's consolidated financial position, results of operations, or liquidity of the Company taken as a whole as of June 30, 2024.

Environmental

The Company is subject to numerous environmental laws and regulations. With respect to applicability to the Company, these pertain primarily to chemicals historically used by certain current and former dry cleaning tenants, the existence of asbestos in older shopping centers, underground petroleum storage tanks and other historic land uses. The Company believes that the ultimate disposition of currently known environmental matters will not have a material effect on its financial position, liquidity, or operations. The Company can give no assurance that existing environmental studies with respect to its shopping centers have revealed all potential environmental contamination; that its estimate of liabilities will not change as more information becomes available; that any previous owner, occupant or tenant did not create any material environmental condition not known to the Company; that the current environmental condition of the shopping centers will not be affected by tenants and occupants, by the condition of nearby properties, or by unrelated third parties; and that changes in applicable environmental laws and regulations or their interpretation will not result in additional environmental liability to the Company.

The Company had accrued liabilities of $17.2 million and $16.5 million for environmental remediation, which are included in Accounts payable, and other liabilities on the Company’s Consolidated Balance Sheets as of June 30, 2024 and December 31, 2023, respectively.

Letters of Credit

The Company has the right to issue letters of credit under the Line up to an aggregate amount not to exceed $50.0 million, which reduces the credit availability under the Line. These letters of credit are primarily issued as collateral on behalf of its captive insurance subsidiary and to facilitate the construction of development projects. The Company had $10.9 million and $8.5 million in letters of credit outstanding as of June 30, 2024 and December 31, 2023, respectively.

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, 2023 ("2023 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 2023 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 or otherwise, except as and to the extent required by law.

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:

  • Adjusted Funds From Operations ("AFFO") is an additional performance measure we use that reflects cash available to fund the Company’s business needs and distribution to shareholders. AFFO is calculated by adjusting Core Operating Earnings ("COE") for (i) capital expenditures necessary to maintain and lease our portfolio of properties, (ii) debt cost and derivative adjustments and (iii) stock-based compensation.

  • Core Operating Earnings is an additional performance measure we use because the computation of National Association of Real Estate Investment Trusts Funds from Operations ("Nareit FFO") 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 straight-line rents, above and below market rent amortization, and debt and derivative mark-to-market amortization, 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.

  • 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.
  • 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 real estate 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:

  • 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
  • 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 real estate partnerships. As of June 30, 2024, the Parent Company owned approximately 99.4% of the outstanding Common Units and 100% of the Preferred Units of the Operating Partnership.

We are a preeminent national owner, operator, and developer of neighborhood and community shopping centers predominantly located in suburban trade areas with compelling demographics. As of June 30, 2024, we had full or partial ownership interests in 481 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 56.9 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 with their neighborhoods, communities, and customers.

Our values:

  • We are our people: Our people are our greatest asset, and we believe that a talented team from diverse backgrounds and experiences makes 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 anchored primarily by market leading grocers and principally located in suburban trade areas in the most desirable metro areas in the United States. We believe 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;
  • Create shareholder value by increasing earnings and dividends per share that generate total returns at or near the top of our shopping center peers;
  • Maintain an industry leading, 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 to support and enhance our business goals and objectives; and
  • Engage and retain an exceptional and diverse team that is guided by our strong values, while fostering an environment of innovation and continuous improvement.

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, 2023, 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, 2024, we had Net income attributable to common shareholders of $205.6 million as compared to $184.1 million during the six months ended June 30, 2023.

During the six months ended June 30, 2024:

  • Our Pro-rata same property NOI, excluding termination fees, grew 2.1%, as compared to the six months ended June 30, 2023, 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 comparable new and renewal leases.
  • We executed 984 new and renewal leasing transactions representing 4.1 million Pro-rata SF with positive rent spreads of 8.9% during the six months ended June 30, 2024, compared to 842 leasing transactions representing 3.0 million Pro-rata SF with positive rent spreads of 9.2% during the six months ended June 30, 2023. 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, 2024, December 31, 2023, and June 30, 2023 our total property portfolio was 95.0%, 95.1%, and 94.6% leased, respectively. At June 30, 2024, December 31, 2023, and June 30, 2023 our same property portfolio was 95.8%, 95.7%, and 95.2% 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 totaled $577.6 million at June 30, 2024, compared to $468.1 million at December 31, 2023.
  • Development and redevelopment projects completed during 2024 represented $14.8 million of estimated net project costs, with an average stabilized yield of 10.6%.

We maintained liquidity and financial flexibility to cost effectively fund investment opportunities and debt maturities:

  • Regency received a credit rating upgrade to A3 with a stable outlook from Moody's Investors Service.
  • On January 8, 2024, Regency priced a public offering of $400 million of senior unsecured notes due in 2034, with a coupon of 5.250% . The Company used a portion of the net proceeds to reduce the outstanding balance on its line of credit and invested the remaining net proceeds in certificates of deposit and short-term U.S. Treasury mutual funds until required for general corporate purposes including the repayment of outstanding debt, as further described below.
  • On June 17, 2024, Regency repaid $250 million of maturing senior unsecured notes.
  • We have $230.7 million of secured loans which are to mature during the next 12 months, including maturities within our unconsolidated real estate partnerships, which we intend to refinance or pay-off as they mature.
  • At June 30, 2024, we had $1.18 billion available on the Line, which expires March 23, 2028 unless we exercise the available options to extend the maturity for two additional six-month periods, in which case the term will be extended in accordance with any such option exercise.

Property Portfolio

The following table summarizes general information related to the consolidated properties in our portfolio:

(GLA in thousands) June 30, 2024 December 31, 2023
Number of Properties 380 381
GLA
% Leased – Operating and Development % %
% Leased – Operating % %
Weighted average annual effective rent per square foot ("PSF"), net of tenant concessions. 25.15 24.67

All values are in US Dollars.

The following table summarizes general information related to the unconsolidated properties owned in real estate investment partnerships in our portfolio:

(GLA in thousands) June 30, 2024 December 31, 2023
Number of Properties 101 101
GLA
% Leased – Operating and Development % %
% Leased –Operating % %
Weighted average annual effective rent PSF, net of tenant concessions 24.20 24.04

All values are in US Dollars.

The following table summarizes Pro-rata occupancy rates of our combined consolidated and unconsolidated shopping center portfolio:

June 30, 2024 December 31, 2023
Percent Leased – All Properties 95.0 % 95.1 %
Anchor Space (spaces ≥ 10,000 SF) 96.9 % 96.7 %
Shop Space (spaces < 10,000 SF) 92.1 % 92.4 %

The following table summarizes leasing activity, including our Pro-rata share of activity within the portfolio of our real estate partnerships (totals as a weighted average PSF):

Six months ended June 30, 2024
Leasing<br>Transactions SF (in<br>thousands) Base Rent<br>PSF Tenant<br>Allowance<br>and Landlord<br>Work PSF Leasing<br>Commissions<br>PSF
Anchor Space Leases
New 16 307 $ 21.76 $ 69.01 $ 8.09
Renewal 62 1,911 19.56 0.13 0.09
Total Anchor Space Leases 78 2,218 $ 19.86 $ 9.65 $ 1.20
Shop Space Leases
New 282 592 $ 39.42 $ 39.95 $ 13.69
Renewal 624 1,258 36.89 2.65 0.57
Total Shop Space Leases 906 1,850 $ 37.70 $ 14.59 $ 4.77
Total Leases 984 4,068 $ 27.98 $ 11.90 $ 2.82
Six months ended June 30, 2023
--- --- --- --- --- --- --- --- --- --- ---
Leasing<br>Transactions SF (in<br>thousands) Base Rent<br>PSF Tenant<br>Allowance<br>and Landlord<br>Work PSF Leasing<br>Commissions<br>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

The weighted-average base rent PSF on signed Shop Space leases during 2024 was $37.70 PSF, which is higher than the weighted average annual base rent PSF of all Shop Space leases due to expire during the next 12 months of $35.05 PSF. New and renewal rent spreads, compared to prior rents on these same spaces leased, were positive at 8.9% for the six months ended June 30, 2024, compared to 9.2% for the six months ended June 30, 2023.

Significant Tenants

We seek to reduce our operating and leasing risks by avoiding dependence on any single 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, 2024
Tenant Number of<br>Stores Percentage of<br>Company-<br>owned GLA (1) Percentage of<br>Annual Base Rent (1)
Publix 67 6.0% 3.0%
TJX Companies, Inc. 74 3.6% 2.8%
Albertsons Companies, Inc.(2) 52 4.3% 2.7%
Amazon/Whole Foods 39 2.7% 2.7%
Kroger Co.(2) 52 6.0% 2.6%
  • Includes Regency's Pro-rata share of unconsolidated properties and excludes those owned by anchors.
  • In October 2022, Kroger Co. and Albertsons Companies, Inc. announced a proposed merger, and in September 2023 an agreement for a separate transaction was announced to divest certain assets of each company to a third party, C&S Wholesale Grocers ("C&S"). The transaction with C&S, as later amended in April 2024, calls for the sale of 579 stores to C&S. Lawsuits have been filed by federal and state regulators to enjoin the merger on antitrust grounds. Regency has a combined 104 Kroger and Albertson's stores, and 11 of them are among the 579 locations proposed to be sold to C&S. These 11 locations comprise 0.9% of GLA and 0.5% of Annual Base Rent, including our Pro-rata share of our real estate partnerships . The expected outcome of the lawsuits to enjoin the transactions is uncertain at this time. Based on information currently available to the Company, we do not believe that these transactions (if they are consummated), or the termination of these transactions (if they are legally enjoined or otherwise fail to close), will have a material adverse effect on our results of operations or the financial condition of the Company.

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 grocers that drive customer traffic, and investing 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 for 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, in a tenant bankruptcy situation 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 for bankruptcy and rejects its leases, we could experience a significant reduction in our revenues. At June 30, 2024, tenants currently in bankruptcy and which continue to occupy space in our shopping centers represent an aggregate of 0.5% of our Pro-rata annual base rent, which is primarily related to the Rite Aid bankruptcy, which was filed in October 2023.

Results from Operations

Comparison of the three months ended June 30, 2024 and 2023:

Revenues changed as summarized in the following table:

Three months ended June 30,
(in thousands) 2024 2023 Change
Lease income
Base rent $ 245,476 213,977 31,499
Recoveries from tenants 84,805 74,748 10,057
Percentage rent 1,996 1,380 616
Uncollectible lease income (1,858 ) (343 ) (1,515 )
Other lease income 5,865 3,066 2,799
Straight-line rent 4,120 2,879 1,241
Above/below market rent and tenant rent inducement amortization, net 7,441 8,751 (1,310 )
Total lease income $ 347,845 304,458 43,387
Other property income 2,670 2,683 (13 )
Management, transaction, and other fees 6,735 7,106 (371 )
Total revenues $ 357,250 314,247 43,003

Total lease income increased $43.4 million primarily driven by the following contractually billable components of rent to the tenants per the lease agreements:

  • $31.5 million increase from billable Base rent, mainly from the following:
  • $24.8 million increase from the acquisition of UBP;
  • $5.5 million net increase from same properties, including:
  • $3.7 million net increase due to increases from occupancy, rent steps in existing leases, and positive rental spreads on new and renewal leases; and
  • $1.8 million increase due to redevelopment projects becoming operational;
  • $1.8 million increase from acquisitions of other operating properties; and
  • $1.0 million decrease from disposition of properties.
  • $10.1 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, mainly from the following:
  • $8.2 million increase from the acquisition of UBP; and
  • $1.6 million net increase from same properties primarily due to higher expense recovery rates in the current year.
  • $1.5 million change in Uncollectible lease income primarily driven by elevated collections in 2023 of previously reserved amounts, reducing our expense in the comparative period.
  • $2.8 million increase in Other lease income primarily due to:
  • $1.8 million increase driven by the acquisition of UBP; and
  • $1.0 million increase in lease termination fee income.
  • $1.2 million increase in Straight-line rent mainly due to $1.3 million increase driven by the acquisition of UBP.

There were no significant changes in Other property income and Management, transaction, and other fees.

Changes in our operating expenses are summarized in the following table:

Three months ended June 30,
(in thousands) 2024 2023 Change
Depreciation and amortization $ 100,968 83,161 17,807
Property operating expense 59,491 54,394 5,097
Real estate taxes 45,478 38,509 6,969
General and administrative 24,238 25,065 (827 )
Other operating expenses 3,066 1,682 1,384
Total operating expenses $ 233,241 202,811 30,430

Depreciation and amortization costs increased $17.8 million, mainly due to the following:

  • $14.6 million increase from the acquisition of UBP;
  • $1.3 million increase from acquisitions of operating properties; and
  • $1.5 million increase from redevelopment projects becoming operational.

Property operating expense increased $5.1 million, mainly due to the acquisition of UBP.

Real estate taxes increased $7.0 million, mainly due to the acquisition of UBP.

There were no significant changes in General and administrative expenses.

Other operating expenses increased $1.4 million, mainly due to the acquisition of UBP.

The following table presents the components of other expense, net:

Three months ended June 30,
(in thousands) 2024 2023 Change
Interest expense, net
Interest on notes payable $ 46,864 37,177 9,687
Interest on unsecured credit facilities 1,704 1,342 362
Capitalized interest (1,520 ) (1,284 ) (236 )
Hedge expense 148 109 39
Interest income (4,018 ) (388 ) (3,630 )
Interest expense, net $ 43,178 36,956 6,222
Gain on sale of real estate, net of tax (11,081 ) (81 ) (11,000 )
Net investment income (703 ) (1,742 ) 1,039
Total other expense $ 31,394 35,133 (3,739 )

Interest expense, net increased $6.2 million primarily due to the following:

  • $5.3 million increase related to increased outstanding balance of Notes Payable mainly due to the issued public debt in January 2024;
  • $4.3 million increase primarily related to loans assumed with the UBP acquisition; partially offset by
  • $3.6 million increase in interest income due to the short term investments of excess cash into commercial deposits and U.S. treasury mutual funds.

During the three months ended June 30, 2024, we recognized gains on sale of $11.1 million mainly from the sale of two operating properties and recognition of one sales type lease.

Net investment income decreased $1.0 million primarily driven by lower gains on investments held in the non-qualified deferred compensation plan and our captive insurance company.

There were no significant changes in Equity in income of investments in real estate partnerships.

The following represents the remaining components that comprise Net income attributable to common shareholders and unit holders:

Three months ended June 30,
(in thousands) 2024 2023 Change
Net income $ 104,929 88,172 16,757
Income attributable to noncontrolling interests (2,261 ) (1,390 ) (871 )
Net income attributable to the Company 102,668 86,782 15,886
Preferred stock dividends (3,413 ) — (3,413 )
Net income attributable to common shareholders $ 99,255 $ 86,782 $ 12,473
Net income attributable to exchangeable operating partnership units (601 ) (550 ) (51 )
Net income attributable to common unit holders $ 99,856 87,332 12,524

Income attributable to noncontrolling interests increased $0.9 million, mainly due to the acquisition of UBP.

The $3.4 million increase in Preferred stock dividends is related to the preferred stock issued in connection with UBP acquisition.

Results from Operations

Comparison of the six months ended June 30, 2024 and 2023:

Revenues changed as summarized in the following table:

Six months ended June 30,
(in thousands) 2024 2023 Change
Lease income
Base rent $ 489,611 426,907 62,704
Recoveries from tenants 169,828 145,974 23,854
Percentage rent 9,803 8,410 1,393
Uncollectible lease income (3,091 ) 1,594 (4,685 )
Other lease income 11,822 10,282 1,540
Straight-line rent 9,714 5,476 4,238
Above / below market rent and tenant rent inducement amortization, net 13,264 14,616 (1,352 )
Total lease income $ 700,951 613,259 87,692
Other property income 7,020 5,821 1,199
Management, transaction, and other fees 13,131 13,144 (13 )
Total revenues $ 721,102 632,224 88,878

Total lease income increased $87.7 million primarily driven by the following contractually billable components of rent to the tenants per the lease agreements:

  • $62.7 million increase from billable Base rent, mainly from the following:

  • $49.6 million increase from the acquisition of UBP;

  • $11.0 million net increase from same properties, including:

  • $7.6 million net increase due to increases from occupancy, rent steps in existing leases, and positive rental spreads on new and renewal leases; and

  • $3.4 million increase due to redevelopment projects that commenced operations; and

  • $2.9 million increase from acquisitions of other operating properties; partially offset by $1.4 million from disposition of operating properties.

  • $23.9 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, mainly from the following:

  • $18.0 million increase from the acquisition of UBP; mainly

  • $5.3 million increase primarily due to higher operating costs in the current year coupled with higher expense recovery rates.

  • $4.7 million change in Uncollectible lease income primarily driven by elevated collections in 2023 of previously reserved amounts, reducing our expense in the comparative period.

  • $1.5 million increase in Other lease income primarily due to:

  • $3.7 million increase driven by acquisition of UBP; partially offset by $2.1 million decrease in lease termination fee income.

  • $4.2 million increase in Straight-line rent mainly due to:

  • $2.5 million increase driven by acquisition of UBP;

  • $2.4 million increase related to development properties that commenced operations; partially offset by $0.7 million decrease in same properties.

  • $1.4 million decrease in Above and below market rent primarily due to:

  • $3.3 million decrease from same properties driven by an early tenant move-out in 2023; partially offset by $2.0 million increase from the acquisition of UBP and other operating properties.

Other property income increased $1.2 million primarily due to an increase in settlements in 2024.

There were no significant changes in Management, transaction, and other fees.

Changes in our operating expenses are summarized in the following table:

Six months ended June 30,
(in thousands) 2024 2023 Change
Depreciation and amortization $ 198,553 165,868 32,685
Property operating expense 122,765 105,416 17,349
Real estate taxes 89,785 76,986 12,799
General and administrative 50,370 50,345 25
Other operating expenses 5,709 1,185 4,524
Total operating expenses $ 467,182 399,800 67,382

Depreciation and amortization costs increased $32.7 million, mainly due to the following:

  • $30.5 million increase from the acquisition of UBP; and
  • $2.1 million increase from acquisitions of operating properties.

Property operating expense increased $17.3 million, mainly due to the following:

  • $13.0 million increase from the acquisition of UBP;
  • $3.5 million increase from same properties primarily attributable to increase in recoverable common area maintenance and tenant related costs.

Real estate taxes increased $12.8 million, mainly due to the acquisition of UBP.

There were no significant changes in General and administrative expenses.

Other operating expenses increased $4.5 million, mainly due to the following:

  • $3.4 million increase from the acquisition of UBP; and
  • $1.1 million increase driven by fee income received in 2023 for the cancelation of a land contract related to a development pursuit.

The following table presents the components of other expense, net:

Six months ended June 30,
(in thousands) 2024 2023 Change
Interest expense, net
Interest on notes payable $ 92,465 74,087 18,378
Interest on unsecured credit facilities 3,143 2,329 814
Capitalized interest (3,176 ) (2,534 ) (642 )
Hedge expense 258 219 39
Interest income (6,644 ) (752 ) (5,892 )
Interest expense, net $ 86,046 73,349 12,697
Gain on sale of real estate, net of tax (22,484 ) (331 ) (22,153 )
Loss on early extinguishment of debt 180 — 180
Net investment income (3,134 ) (3,469 ) 335
Total other expense, net $ 60,608 69,549 (8,941 )

Interest expense, net increased $12.7 million primarily due to the following:

  • $9.9 million increase related to increased outstanding balance of Notes Payable mainly due to the issued public debt in January 2024;
  • $8.4 million increase primarily related to loans assumed with the UBP acquisition; partially offset by
  • $5.9 million increase in interest income due to the short term investments of excess cash.

During the six months ended June 30, 2024, we recognized gains on sale of $22.5 million mainly from the sale of three operating properties and recognition of two sales type leases.

There were no significant changes in Equity in income of investments in real estate partnerships.

The following represents the remaining components that comprise Net income attributable to common shareholders and unit holders:

Six months ended June 30,
(in thousands) 2024 2023 Change
Net income $ 217,587 186,660 30,927
Income attributable to noncontrolling interests (5,145 ) (2,597 ) (2,548 )
Net income attributable to the Company 212,442 184,063 28,379
Preferred stock dividends (6,826 ) — (6,826 )
Net income attributable to common shareholders $ 205,616 $ 184,063 $ 21,553
Net income attributable to exchangeable operating partnership units (1,243 ) (970 ) (273 )
Net income attributable to common unit holders $ 206,859 185,033 21,826

Income attributable to noncontrolling interests increased $2.5 million, mainly due to the acquisition of UBP.

The $6.8 million increase in Preferred stock dividends is related to the preferred stock issued in connection with UBP acquisition.

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 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 real estate 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.

Pro-rata Same Property NOI:

Pro-rata same property NOI, excluding termination fees/expenses, changed from the following major components:

Three months ended June 30, Six months ended June 30,
(in thousands) 2024 2023 Change 2024 2023 Change
Base rent $ 242,916 236,506 6,410 $ 484,674 471,981 12,693
Recoveries from tenants 84,453 82,706 1,747 167,423 161,583 5,840
Percentage rent 2,302 1,759 543 10,189 9,346 843
Termination fees 1,121 686 435 2,562 5,403 (2,841 )
Uncollectible lease income (2,204 ) (389 ) (1,815 ) (3,270 ) 1,494 (4,764 )
Other lease income 3,409 2,946 463 6,537 5,811 726
Other property income 2,000 2,117 (117 ) 4,562 4,779 (217 )
Total real estate revenue 333,997 326,331 7,666 672,677 660,397 12,280
Operating and maintenance 55,464 55,626 (162 ) 112,013 108,239 3,774
Termination expense (65 ) — (65 ) 5 — 5
Real estate taxes 43,379 42,248 1,131 86,044 84,736 1,308
Ground rent 3,301 3,201 100 7,250 6,637 613
Total real estate operating expenses 102,079 101,075 1,004 205,312 199,612 5,700
Pro-rata same property NOI $ 231,918 225,256 6,662 $ 467,365 460,785 6,580
Less: Termination fees 1,186 686 500 2,557 5,403 (2,846 )
Pro-rata same property NOI, excluding termination fees $ 230,732 224,570 6,162 $ 464,808 455,382 9,426
Pro-rata same property NOI growth, excluding termination fees 2.7 % 2.1 %

Real estate revenue increased $7.7 million and $12.3 million, on a net basis, during the three and six months ended June 30, 2024 and 2023, respectively, as follows:

  • Base rent increased $6.4 million and $12.7 million during the three and six months ended June 30, 2024 and 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 $1.7 million and $5.8 million during the three and six months ended June 30, 2024 and 2023, respectively, due to increases in recoverable expenses and expense recovery rates.
  • Termination fees decreased $2.8 million during the six months ended June 30, 2024 driven by terminations that were recognized in 2023.
  • Uncollectible lease income changed by $1.8 million and $4.8 million during the three and six months ended June 30, 2024 and 2023, respectively, primarily driven by elevated collections in 2023 of previously reserved amounts, reducing our expense in the comparable period.

Total real estate operating expense increased $1.0 million and $5.7 million, on a net basis, during the three and six months ended June 30, 2024 and 2023, respectively, as follows:

  • Operating and maintenance decreased $3.8 million during six months ended June 30, 2024 and 2023, primarily due to increases in common area maintenance and other tenant-recoverable costs.
  • Real estate taxes increased $1.1 million and $1.3 million during the three and six months ended June 30, 2024 and 2023, respectively, due to an increase in real estate assessments across the portfolio.

Reconciliation of Same Property NOI to Most Directly Comparable 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) 2024 2023 2024 2023
Net income attributable to common shareholders $ 99,255 86,782 $ 205,616 184,063
Less:
Management, transaction, and other fees 6,735 7,106 13,131 13,144
Other (1) 12,726 12,799 25,313 22,301
Plus:
Depreciation and amortization 100,968 83,161 198,553 165,868
General and administrative 24,238 25,065 50,370 50,345
Other operating expense 3,066 1,682 5,709 1,185
Other expense, net 31,394 35,133 60,608 69,549
Equity in income of investments in real estate excluded from NOI (2) 13,258 11,813 26,947 23,598
Net income attributable to noncontrolling interests 2,261 1,390 5,145 2,597
Preferred stock dividends and issuance costs 3,413 — 6,826 —
Pro-rata NOI $ 258,392 225,121 $ 521,330 461,760
Less non-same property NOI 26,474 (135 ) 53,965 975
Pro-rata same property NOI $ 231,918 225,256 $ 467,365 460,785
  • Includes straight-line rental income and expense, net of reserves, above and below market rent amortization, other fees, and noncontrolling interests.
  • Includes non-NOI income earned and expenses incurred at our unconsolidated real estate partnerships, including those separated out above for our consolidated properties.

Nareit FFO, Core Operating Earnings and AFFO:

Our reconciliation of net income attributable to common shareholders to Nareit FFO, to Core Operating Earnings, and to AFFO is as follows:

Three months ended June 30, Six months ended June 30,
(in thousands, except share information) 2024 2023 2024 2023
Reconciliation of Net income attributable to common shareholders to Nareit FFO
Net income attributable to common shareholders $ 99,255 86,782 $ 205,616 184,063
Adjustments to reconcile to Nareit FFO: (1)
Depreciation and amortization (excluding FF&E) 107,592 89,505 211,964 178,540
Gain on sale of real estate, net of tax (11,080 ) (64 ) (22,488 ) (305 )
Exchangeable operating partnership units 601 550 1,243 970
Nareit FFO attributable to common stock and unit holders $ 196,368 176,773 $ 396,335 363,268
Reconciliation of Nareit FFO to Core Operating Earnings
Nareit Funds From Operations $ 196,368 176,773 $ 396,335 363,268
Adjustments to reconcile to Core Operating Earnings: (1)
Not Comparable Items
Merger transition costs 2,133 — 4,694 —
Loss on early extinguishment of debt — — 180 —
Certain Non Cash Items
Straight-line rent (5,283 ) (1,784 ) (11,021 ) (4,173 )
Uncollectible straight-line rent 1,377 (1,755 ) 2,033 (2,390 )
Above/below market rent amortization, net (7,073 ) (8,554 ) (12,540 ) (14,219 )
Debt and derivative mark-to-market amortization 1,731 8 2,640 —
Core Operating Earnings $ 189,253 164,688 $ 382,321 342,486
Reconciliation of Core Operating Earnings to AFFO:
Core Operating Earnings $ 189,253 164,688 $ 382,321 342,486
Adjustments to reconcile to AFFO (1):
Operating capital expenditures (33,886 ) (21,086 ) (54,738 ) (38,545 )
Debt cost and derivative adjustments 2,022 1,686 4,162 1,686
Stock-based compensation 4,662 4,105 9,302 4,105
AFFO $ 162,051 149,393 $ 341,047 309,732
  • Includes Regency's Pro-rata share of unconsolidated investment partnerships, net of Pro-rata share attributable to noncontrolling interests.

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, its subsidiaries, or by our real estate 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 common stock and preferred stock dividends, borrowings from our Line, proceeds from the sale of real estate, mortgage loan and unsecured bank financing, distributions received from our real estate 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, due to the current interest rate environment.

On January 8, 2024, Regency priced a public offering of $400 million of senior unsecured notes due in 2034 (the “2024 Notes”) under our existing shelf registration filed with the SEC. The Notes were issued at 99.617% of par value with a coupon of 5.25%, and mature on January 15, 2034. We paid off $250 million of senior unsecured notes that matured in June 2024, and our next maturity of senior unsecured notes occurs in November 2025. We have $230.7 million of secured loan maturities during the next 12 months, including maturities within our unconsolidated real estate partnerships, which we intend to refinance or pay-off as they mature. 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, although, in the longer term, we can provide no assurances.

In addition to our $73.8 million of unrestricted cash, we have the following additional sources of capital available:

(in thousands) June 30, 2024
ATM program
Original offering amount $ 500,000
Available capacity $ 500,000
Line of credit
Total commitment amount $ 1,500,000
Available capacity (1) $ 1,179,885
Maturity (2) March 23, 2028
  • Net of letters of credit issued against our Line.
  • The Company has the option to extend the maturity for two additional six-month periods.

The declaration of dividends is determined quarterly by, and in the discretion of, our Board of Directors. On July 31, 2024, our Board of Directors:

  • Declared a common stock dividend of $0.67 per share, payable on October 3, 2024, to shareholders of record as of September 12, 2024;
  • Declared a dividend on the Series A Preferred Stock, which will be paid at a rate of $0.390625 per share on October 31, 2024. The dividend will be payable to holders of record of the Series A Preferred Stock as of the close of business on October 16, 2024; and
  • Declared a dividend on the Series B Preferred Stock, which will be paid at a rate of $0.367200 per share on October 31, 2024. The dividend will be payable to holders of record of the Series B Preferred Stock as of the close of business on October 16, 2024.

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, 2024 and 2023, we generated cash flow from operations of $371.2 million and $334.7 million, respectively, and paid $255.4 million in dividends to our common and preferred stock and unit holders, and $223.2 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 planning, design and construction, along with a pipeline of potential projects for future development or redevelopment. After funding our common and preferred stock dividend payments in July of 2024, we estimate that we will require capital during the next 12 months of approximately $530.6 million related to leasing commissions, tenant improvements, in-process developments and redevelopments, capital contributions to our real estate partnerships, and repaying maturing debt. These capital requirements are being impacted by 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, 2024, 88.1% of our wholly-owned real estate assets were unencumbered. Our low level of encumbered assets allows us to more readily access the secured and unsecured debt markets and to maintain borrowing capacity on the Line.

Our Line and unsecured debt require that we remain in compliance with various customary financial covenants, which are described in the Notes to Consolidated Financial Statements included in our 2023 Form 10-K. We were in compliance with these covenants at June 30, 2024, 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) 2024 2023 Change
Net cash provided by operating activities $ 371,214 334,677 36,537
Net cash used in investing activities (114,143 ) (91,411 ) (22,732 )
Net cash used in financing activities (268,502 ) (268,934 ) 432
Net change in cash, cash equivalents, and restricted cash $ (11,431 ) (25,668 ) 14,237
Total cash, cash equivalents, and restricted cash $ 79,923 43,108 36,815

Net cash provided by operating activities:

Net cash provided by operating activities increased $36.5 million due to:

  • $35.9 million increase in cash from operations due to the acquisition of UBP, and timing of receipts and payments
  • $0.6 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 $22.7 million as follows:

Six months ended June 30,
(in thousands) 2024 2023 Change
Cash flows from investing activities:
Acquisition of operating real estate $ (45,208 ) — (45,208 )
Real estate development and capital improvements (141,775 ) (100,114 ) (41,661 )
Proceeds from sale of real estate 92,159 3,745 88,414
Proceeds from property insurance casualty claims 4,638 — 4,638
Issuance of notes receivable (32,651 ) (4,000 ) (28,651 )
Collection of notes receivable 3,004 — 3,004
Investments in real estate partnerships (8,582 ) (3,109 ) (5,473 )
Return of capital from investments in real estate partnerships 10,038 3,644 6,394
Dividends on investment securities 263 420 (157 )
Acquisition of investment securities (95,519 ) (2,748 ) (92,771 )
Proceeds from sale of investment securities 99,490 10,751 88,739
Net cash used in investing activities $ (114,143 ) (91,411 ) (22,732 )

Significant changes in investing activities include:

  • We paid $45.2 million in 2024 to purchase one operating property.
  • We invested $41.7 million more on real estate development, redevelopment, and capital improvements, as further detailed in a table below.
  • We sold three operating properties in 2024 for proceeds of $92.2 million compared to one land parcel in 2023 for proceeds of $3.7 million.
  • We received additional property insurance claim proceeds of $4.6 million in 2024 attributable to a single property that was impacted by a weather event in 2019.
  • During 2024, in connection with a secured lending transaction entered into by the Company, we issued a note receivable in the amount of $29.8 million at an interest rate of 6.9% maturing in January 2027, secured by a grocery-anchored shopping center. In addition, we issued $2.9 million short-term notes receivable to real estate partners in 2024, as compared to the issuance of a $4.0 million in 2023.
  • We collected $3.0 million in short-term note receivables from real estate partners in 2024.
  • Investments in real estate partnerships:
  • In 2024, we invested $8.6 million to fund our share of development and redevelopment activities,
  • In 2023, we invested $3.1 million to fund our share of development and redevelopment activities.
  • Return of capital from our unconsolidated investments in real estate partnerships includes sales or financing proceeds.
  • During the six months ended June 30, 2024 we received $10.0 million from our share of proceeds from debt financing activities.
  • During the same period in 2023, we received $3.6 million from our share of proceeds from debt financing activities.
  • Acquisition of securities and proceeds from sale of securities pertain to investment activities held in our captive insurance company and our deferred compensation plan. Additionally, we invested approximately $90 million in commercial deposits from the proceeds received from the January 2024 public offering of senior unsecured notes. The commercial deposits were subsequently settled at maturity during the second quarter of 2024.

We plan to continue developing and redeveloping shopping centers for long-term investment. During the six months ended June 30, 2024, we deployed capital of $141.8 million for the development, redevelopment, and improvement of our real estate properties, comprised of the following:

Six months ended June 30,
(in thousands) 2024 2023 Change
Capital expenditures:
Land acquisitions $ 11,650 2,580 9,070
Building and tenant improvements 43,918 30,963 12,955
Redevelopment costs 48,364 42,745 5,619
Development costs 27,584 17,705 9,879
Capitalized interest 3,107 2,476 631
Capitalized direct compensation 7,152 3,645 3,507
Real estate development and capital improvements $ 141,775 100,114 41,661
  • We acquired one land parcel for development, and two outparcels in 2024, and one land parcel for development in 2023.
  • Building and tenant improvements increased $13.0 million in 2024, primarily related to the timing and volume of capital projects.
  • Redevelopment costs are higher than prior year. 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 higher in 2024 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, 2024
Property Name Market Ownership (3) Start<br>Date Estimated<br>Stabilization<br>Year (1) Estimated / Actual Net<br>Development<br>Costs (2) (3) GLA (3) Cost PSF<br>of GLA (2) (3) % of Costs Incurred
Developments In-Process
Glenwood Green Metro NYC 70% Q1-22 2025 46,172 247 187 92 %
Baybrook East - Phase 1B Houston, TX 50% Q2-22 2026 9,792 77 127 85 %
Sienna - Phase 1 Houston, TX 75% Q2-23 2027 9,409 23 409 56 %
The Shops at SunVet Long Island, NY 100% Q2-23 2027 86,872 170 511 47 %
The Shops at Stone Bridge Cheshire, CT 100% Q1-24 2027 68,277 155 440 16 %
Total Developments In-Process $ 220,522 672 328 49 %
  • Estimated Stabilization Year represents the estimated first full calendar year that the project will reach our expected stabilized yield.
  • Includes leasing costs and is net of tenant reimbursements.
  • Estimated Net Development Costs and GLA are reported based on Regency’s 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, 2024
Property Name Market Ownership (3) Start Date Estimated Stabilization Year (1) Estimated Net<br>Project Costs (2) (3) GLA (3) % of Costs Incurred
Redevelopments In-Process
The Abbot Boston, MA 100% Q2-19 2026 $ 59,854 64 94 %
Westbard Square Phase I Bethesda, MD 100% Q2-21 2025 39,500 126 79 %
Buckhead Landing Atlanta, GA 100% Q2-22 2025 30,859 152 73 %
Bloom on Third (fka Town and Country Center) Los Angeles, CA 35% Q4-22 2027 24,525 51 41 %
Mandarin Landing Jacksonville, FL 100% Q2-23 2025 16,422 140 45 %
Serramonte Center - Phase 3 San Francisco, CA 100% Q2-23 2025 36,989 1,072 13 %
Circle Marina Center Los Angeles, CA 100% Q3-23 2025 14,986 118 40 %
Avenida Biscayne Miami, FL 100% Q4-23 2026 22,743 29 18 %
Cambridge Square Atlanta, GA 100% Q4-23 2026 15,002 70 10 %
Various Redevelopments Various 83% - 100% Various Various 96,192 3,097 34 %
Total Redevelopments In-Process $ 357,072 4,919 49 %
Redevelopments Completed
Various Properties Various 100% Various Various 14,773 588 98 %
Total Redevelopments Completed $ 14,773 588 98 %
  • Estimated Stabilization Year represents the estimated first full calendar year that the project will reach our expected stabilized yield.
  • Includes leasing costs and is net of tenant reimbursements.
  • Estimated Net Development Costs and GLA are reported based on Regency’s ownership interest in the real estate partnership at completion.

Net cash used in financing activities

Net cash flows from financing activities changed by $0.4 million during 2024, as follows:

Six months ended June 30,
(in thousands) 2024 2023 Change
Cash flows from financing activities:
Net proceeds from common stock issuances $ — (10 ) 10
Repurchase of common shares in conjunction with equity award plans (8,776 ) (7,621 ) (1,155 )
Common shares repurchased through share repurchase program (200,066 ) (20,006 ) (180,060 )
Contributions from non-controlling interests 3,001 1,225 1,776
Distributions to and redemptions of non-controlling interests (6,254 ) — (6,254 )
Dividend payments and operating partnership distributions (255,442 ) (223,239 ) (32,203 )
Proceeds from unsecured credit facilities, net 158,000 — 158,000
Proceeds from issuance of fixed rate unsecured notes, net of debt discount 398,468 15,500 382,968
Debt repayment (344,190 ) (34,670 ) (309,520 )
Payment of loan costs (13,453 ) (141 ) (13,312 )
Proceeds from sale of treasury stock 210 28 182
Net cash used in financing activities $ (268,502 ) (268,934 ) 432

Significant financing activities during the six months ended June 30, 2024 and 2023, include the following:

  • We repurchased a portion of the common stock granted to employees for stock based compensation to satisfy employee tax withholding requirements, which totaled $8.8 million and $7.6 million during 2024 and 2023, respectively.

  • During 2024, we paid $200.0 million to repurchase 3,306,709 shares of our common stock under our Repurchase Program, as compared to $20.0 million to repurchase 349,519 shares of our common stock during 2023.

  • During 2024, we received $3.0 million in contributions for the limited partners' share of development funding. During 2023, received $1.2 million net from limited partners, including $3.1 million of contributions from limited partners for their share of debt repayments and development funding, partially offset by $1.9 million in distributions to limited partners.

  • During 2024, we distributed $6.3 million to limited partners, including proceeds to partially redeem a non-controlling interest in one real estate partnership.

  • We paid $32.2 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, as well as preferred dividends which commenced in late 2023 as a result of the UBP acquisition.

  • We had the following debt related activity during 2024:

  • We drew $158.0 million in net proceeds from our Line,

  • We received $398.5 million in proceeds from issuing unsecured public debt,

  • We paid $344.2 million for debt repayments, including:

  • $250.0 million in unsecured public debt repayments,

  • $88.1 million for repaying three mortgage loans at maturity, and

  • $6.1 million in principal mortgage payments.

  • We paid $13.5 million in loan costs relating to the recast of the Line as well as the unsecured public debt offering.

  • We had the following debt related activity during 2023:

  • $15.5 million in proceeds from a mortgage refinancing,

  • 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.

Investments in Real Estate Partnerships

The following table is a summary of the unconsolidated combined assets and liabilities of our real estate partnerships and our Pro-rata share:

Combined Regency's Share (1)
(dollars in thousands) June 30, 2024 December 31, 2023 June 30, 2024 December 31, 2023
Number of real estate partnerships 19 18
Regency's ownership 12% - 83% 12% - 67%
Number of properties 101 101
Assets $ 2,722,697 2,689,993 $ 1,007,387 984,027
Liabilities 1,624,520 1,595,271 582,847 565,822
Equity 1,098,177 1,094,722 424,540 418,205
Basis difference (46,449 ) (47,600 )
Investments in real estate partnerships $ 378,091 370,605
  • 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, 2024 December 31, 2023
GRI - Regency, LLC (GRIR) 40% $ 141,659 144,371
Columbia Regency Retail Partners, LLC (Columbia I) 20% 6,825 7,045
Columbia Regency Partners II, LLC (Columbia II) 20% 43,091 42,994
Columbia Village District, LLC 30% 6,192 6,123
Individual Investors
Ballard Blocks 50% 60,739 62,140
Bloom on Third 35% 44,040 42,074
Others 12% - 83% 75,545 65,858
Total Investment in real estate partnerships $ 378,091 370,605

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, 2024
Scheduled Principal Payments and Maturities by Year: Scheduled<br>Principal<br>Payments Mortgage<br>Loan<br>Maturities Unsecured<br>Maturities Total Regency’s<br>Pro-Rata<br>Share
2024 (1) $ 1,872 7,008 — 8,880 4,047
2025 6,094 148,461 — 154,555 49,157
2026 7,393 255,081 42,800 305,274 101,344
2027 7,576 32,800 — 40,376 13,669
2028 4,267 246,605 — 250,872 92,027
Beyond 5 Years 6,688 771,324 — 778,012 293,128
Net unamortized loan costs, debt premium / (discount) — (9,736 ) — (9,736 ) (3,564 )
Total $ 33,890 1,451,543 42,800 1,528,233 549,808
  • Reflects scheduled principal payments and maturities for the remainder of the year.

At June 30, 2024, our investments in real estate partnerships had notes payable of $1.5 billion maturing through 2034, of which 93.8% had a weighted average fixed interest rate of 3.8%. The remaining notes payable float with SOFR and had a weighted average variable interest rate of 7.4%, based on rates as of June 30, 2024. These fixed and variable rate notes payable are all non-recourse, and our Pro-rata share was $549.8 million as of June 30, 2024. 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 real estate investment partner is unable to fund its share of the capital requirements of the real estate 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 real estate partnerships, we receive fees as shown below:

Three months ended June 30, Six months ended June 30,
(in thousands) 2024 2023 2024 2023
Asset management, property management, leasing, and other transaction fees $ 6,735 7,106 $ 13,130 13,144

Critical Accounting Estimates

There have been no material changes in our Critical Accounting Estimates from the information provided in the "Critical Accounting Estimates" section of "Item 7. Management's Discussion and Analysis of Financial Condition and Results of Operations" in our Form 10-K.

Item 3. Quantitative and Qualitative Disclosures about Market Risk

We are exposed to two significant components of interest rate risk:

  • Under the Line, we have a variable interest rate that, as of June 30, 2024, was based upon an annual rate of SOFR plus a 0.10% market adjustment ("Adjusted SOFR") plus an applicable margin of 0.715%. SOFR rates charged on our Line change monthly, and the applicable margin on the Line is dependent upon the Company's maintenance of specific credit ratings and leverage parameters.
  • We are also exposed to the impact of interest rate changes on future earnings and cash flows. To mitigate that risk, we generally borrow with fixed rate debt and we may use derivative instruments to fix the interest rate on our variable rate debt.

The table below presents the principal cash flows, weighted average interest rates of remaining debt, and the fair value of total debt as of June 30, 2024. For variable rate mortgages and unsecured credit facilities for which we have interest rate swaps in place to fix the interest rate, they are included in the Fixed rate debt section below at their all-in fixed rate. The table is presented by year of expected maturity to evaluate the expected cash flows and sensitivity to interest rate changes. Although the average interest rate for variable

rate debt is included in the table, those rates represent rates that existed as of June 30, 2024, and are subject to change. In addition, we continually assess the market risk for floating rate debt and believe that an increase of 100 basis points in interest rates would decrease future earnings and cash flows by approximately $3.1 million per year based on $313.8 million of floating rate mortgage debt and floating rate line of credit balances outstanding at June 30, 2024.

Further, the table below incorporates only those exposures that exist as of June 30, 2024, and does not consider exposures or positions that could arise after that date or obligations repaid before maturity. Since firm commitments are not presented, the table has limited predictive value. As a result, our ultimate realized gain or loss with respect to interest rate fluctuations will depend on the exposures that arise during the period, our hedging strategies at that time, and actual interest rates.

The table below presents the principal cash flow payments associated with our outstanding debt by year, weighted average interest rates on debt outstanding at each year-end, and fair value of total debt as of June 30, 2024.

(dollars in thousands) 2024 2025 2026 2027 2028 Thereafter Total Fair Value
Fixed rate debt (1) $ 58,159 308,465 357,770 754,572 341,882 2,264,045 4,084,893 3,796,239
Average interest rate for all fixed rate debt (2) 4.00 % 4.02 % 4.03 % 4.13 % 4.10 % 4.36 %
Variable rate SOFR debt (1) $ — 3,750 — — 310,000 — 313,750 313,749
Average interest rate for all variable rate debt (2) 6.16 % 6.16 % 6.16 % 6.16 % 6.16 %
  • Reflects amount of debt maturities during each of the years presented as of June 30, 2024.
  • Reflects weighted average interest rates of debt outstanding at the end of each year presented. For variable rate debt, the rate as of June 30, 2024, was used to determine the average interest rate for all future periods.

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 quarter ended June 30, 2024 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 the quarter ended June 30, 2024 which have materially affected, or are reasonably likely to materially affect, our internal controls over financial reporting.

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 2023 Form 10-K.

Item 1A. Risk Factors

There have been no material changes from the risk factors disclosed in Item 1A. of Part I of our Annual Report on Form 10-K for the year ended December 31, 2023 (“2023 Annual Report”).

Item 2. Unregistered Sales of Equity Securities and Use of Proceeds

There were no unregistered sales of equity securities during the three months ended June 30, 2024.

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, 2024:

Period Total number of shares purchased Average price paid per share 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, 2024 664 (1) $ 58.80 — $ 230,000
May 1 through May 31, 2024 1,612,989 $ 59.61 1,612,873 $ 133,862
June 1 through June 30, 2024 1,693,836 $ 61.32 1,693,836 $ 30,000
  • Represents shares repurchased to cover payment of withholding taxes in connection with restricted stock vesting by participants under Regency’s Long-Term Omnibus Plan.
  • Our Board has authorized a common stock repurchase program under which we may purchase 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 stock repurchases will be dependent upon market conditions and other factors. Any stock repurchased, if not retired, will be treated as treasury stock. This program was to expire on February 7, 2025, unless modified, extended or earlier terminated by the Board in its discretion.

On July 31, 2024, the Board authorized and approved a new common stock repurchase program that replaces and supercedes, in all respects, the current program noted above. Under the new program we may repurchase up to $250 million shares of the Company's outstanding common stock. The Company intends for repurchases, if any, to be through open market purchases in accordance with applicable federal securities laws, including Rule 10b-18 of the Exchange Act. The new program expires on June 30, 2026, unless modified, extended or earlier terminated by the Board at its discretion.

Item 3. Defaults Upon Senior Securities

None.

Item 4. Mine Safety Disclosures

Not applicable.

Item 5. Other Information

Rule 10b5-1 Trading Plans

During the fiscal quarter ended June 30, 2024, none of our directors or officers (as defined in Rule 16a-1 under the Exchange Act) adopted or terminated a “Rule 10b5-1 trading arrangement” or “non-Rule 10b5-1 trading arrangement” (as those terms are defined in Item 408 of Regulation S-K).

Item 6. Exhibits

In reviewing any agreements included as exhibits to this Report, please remember they are included to provide you with information regarding their terms and are not intended to provide any other factual or disclosure information about the Company, its subsidiaries or other parties to the agreements. Each agreement contains representations and warranties by each of the parties to the applicable agreement. These representations and warranties have been made solely for the benefit of the other parties to the applicable agreement and:

  • should not in all instances be treated as categorical statements of fact, but rather as a way of allocating the risk to one of the parties if those statements prove to be inaccurate;
  • have been qualified by disclosures that were made to the other party in connection with the negotiation of the applicable agreement, which disclosures are not necessarily reflected in the agreement;
  • may apply standards of materiality in a way that is different from what may be viewed as material to you or other investors; and
  • were made only as of the date of the applicable agreement or such other date or dates as may be specified in the agreement and are subject to more recent developments.

Accordingly, these representations and warranties may not describe the actual state of affairs as of the date they were made or at any other time. We acknowledge that, notwithstanding the inclusion of the foregoing cautionary statements, we are responsible for considering whether additional specific disclosures of material information regarding material contractual provisions are required to make the statements in this Report not misleading. Additional information about the Company may be found elsewhere in this Report and the Company's other public filings, which are available without charge through the SEC's website at http://www.sec.gov. Unless otherwise indicated below, the Commission file number to the exhibit is No. 001-12298 (Regency Centers Corporation) and 000-24763 (Regency Centers, L.P.).

Ex # Description
31. Rule 13a-14(a)/15d-14(a) Certifications
--- --- --- ---
31.1 Rule 13a-14 Certification of Chief Executive Officer for Regency Centers Corporation.
31.2 Rule 13a-14 Certification of Chief Financial Officer for Regency Centers Corporation.
31.3 Rule 13a-14 Certification of Chief Executive Officer for Regency Centers, L.P.
31.4 Rule 13a-14 Certification of Chief Financial Officer for Regency Centers, L.P.
32. Section 1350 Certifications
--- --- --- ---
32.1 * 18 U.S.C. § 1350 Certification of Chief Executive Officer for Regency Centers Corporation.
32.2 * 18 U.S.C. § 1350 Certification of Chief Financial Officer for Regency Centers Corporation.
32.3 * 18 U.S.C. § 1350 Certification of Chief Executive Officer for Regency Centers, L.P.
32.4 * 18 U.S.C. § 1350 Certification of Chief Financial Officer for Regency Centers, L.P.
101. Interactive Data Files
--- --- --- ---
101.INS Inline XBRL Instance Document - the instance document does not appear in the Interactive Data File because its XBRL tags are embedded within the Inline XBRL document
101.SCH Inline XBRL Taxonomy Extension Schema with embedded linkbases document
104. Cover Page Interactive Data File (formatted as inline XBRL and contained in Exhibit 101)
* Furnished, not filed.
--- ---

SIGNATURES

Pursuant to the requirements of Section 13 or 15(d) of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned, thereunto duly authorized.

August 2, 2024 REGENCY CENTERS CORPORATION
By: /s/ Michael J. Mas
Michael J. Mas, Executive Vice President and Chief Financial Officer (Principal Financial Officer)
By: /s/ Terah L. Devereaux
Terah L. Devereaux, Senior Vice President, Chief Accounting Officer (Principal Accounting Officer)
August 2, 2024 REGENCY CENTERS, L.P.
--- --- ---
By: Regency Centers Corporation, General Partner
By: /s/ Michael J. Mas
Michael J. Mas, Executive Vice President and Chief Financial Officer (Principal Financial Officer)
By: /s/ Terah L. Devereaux
Terah L. Devereaux, Senior Vice President, Chief Accounting Officer (Principal Accounting Officer)

EX-31.1

Exhibit 31.1

Certification of Chief Executive Officer

Pursuant to Section 302 of the Sarbanes-Oxley Act and Rule 13a-14(a)

or 15d-14(a) under the Securities Exchange Act of 1934

I, Lisa Palmer, certify that:

  • I have reviewed this Quarterly Report on Form 10-Q of Regency Centers Corporation ("registrant");
  • Based on my knowledge, this report does not contain any untrue statement of a material fact or omit to state a material fact necessary to make the statements made, in light of the circumstances under which such statements were made, not misleading with respect to the period covered by this report;
  • Based on my knowledge, the financial statements, and other financial information included in this report, fairly present in all material respects the financial condition, results of operations and cash flows of the registrant as of, and for, the periods presented in this report;
  • The registrant's other certifying officer and I are responsible for establishing and maintaining disclosure controls and procedures (as defined in Exchange Act Rules 13a-15(e) and 15d-15(e)) and internal control over financial reporting (as defined in Exchange Act Rules 13a-15(f) and 15d-15(f)) for the registrant and have:

(a) Designed such disclosure controls and procedures, or caused such disclosure controls and procedures to be designed under our supervision, to ensure that material information relating to the registrant, including its consolidated subsidiaries, is made known to us by others within those entities, particularly during the period in which this report is being prepared;

(b) Designed such internal control over financial reporting, or caused such internal control over financial reporting to be designed under our supervision, to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with generally accepted accounting principles;

(c) Evaluated the effectiveness of the registrant's disclosure controls and procedures and presented in this report our conclusions about the effectiveness of the disclosure controls and procedures, as of the end of the period covered by this report based on such evaluation; and

(d) Disclosed in this report any change in the registrant's internal control over financial reporting that occurred during the registrant's most recent fiscal quarter (the registrant's fourth fiscal quarter in the case of an annual report) that has materially affected, or is reasonably likely to materially affect, the registrant's internal control over financial reporting; and

  • The registrant's other certifying officer and I have disclosed, based on our most recent evaluation of internal control over financial reporting, to the registrant's auditors and the audit committee of the registrant's board of directors (or persons performing the equivalent functions):

(a) All significant deficiencies and material weaknesses in the design or operation of internal control over financial reporting which are reasonably likely to adversely affect the registrant's ability to record, process, summarize and report financial information; and

(b) Any fraud, whether or not material, that involves management or other employees who have a significant role in the registrant's internal control over financial reporting.

Date: August 2, 2024

/s/ Lisa Palmer
Lisa Palmer
President and Chief Executive Officer

EX-31.2

Exhibit 31.2

Certification of Chief Financial Officer

Pursuant to Section 302 of the Sarbanes-Oxley Act and Rule 13a-14(a)

or 15d-14(a) under the Securities Exchange Act of 1934

I, Michael J. Mas, certify that:

  • I have reviewed this Quarterly Report on Form 10-Q of Regency Centers Corporation ("registrant");
  • Based on my knowledge, this report does not contain any untrue statement of a material fact or omit to state a material fact necessary to make the statements made, in light of the circumstances under which such statements were made, not misleading with respect to the period covered by this report;
  • Based on my knowledge, the financial statements, and other financial information included in this report, fairly present in all material respects the financial condition, results of operations and cash flows of the registrant as of, and for, the periods presented in this report;
  • The registrant's other certifying officer and I are responsible for establishing and maintaining disclosure controls and procedures (as defined in Exchange Act Rules 13a-15(e) and 15d-15(e)) and internal control over financial reporting (as defined in Exchange Act Rules 13a-15(f) and 15d-15(f)) for the registrant and have:

(a) Designed such disclosure controls and procedures, or caused such disclosure controls and procedures to be designed under our supervision, to ensure that material information relating to the registrant, including its consolidated subsidiaries, is made known to us by others within those entities, particularly during the period in which this report is being prepared;

(b) Designed such internal control over financial reporting, or caused such internal control over financial reporting to be designed under our supervision, to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with generally accepted accounting principles;

(c) Evaluated the effectiveness of the registrant's disclosure controls and procedures and presented in this report our conclusions about the effectiveness of the disclosure controls and procedures, as of the end of the period covered by this report based on such evaluation; and

(d) Disclosed in this report any change in the registrant's internal control over financial reporting that occurred during the registrant's most recent fiscal quarter (the registrant's fourth fiscal quarter in the case of an annual report) that has materially affected, or is reasonably likely to materially affect, the registrant's internal control over financial reporting; and

  • The registrant's other certifying officer and I have disclosed, based on our most recent evaluation of internal control over financial reporting, to the registrant's auditors and the audit committee of the registrant's board of directors (or persons performing the equivalent functions):

(a) All significant deficiencies and material weaknesses in the design or operation of internal control over financial reporting which are reasonably likely to adversely affect the registrant's ability to record, process, summarize and report financial information; and

(b) Any fraud, whether or not material, that involves management or other employees who have a significant role in the registrant's internal control over financial reporting.

Date: August 2, 2024

/s/ Michael J. Mas
Michael J. Mas
Executive Vice President, Chief Financial Officer

EX-31.3

Exhibit 31.3

Certification of Chief Executive Officer

Pursuant to Section 302 of the Sarbanes-Oxley Act and Rule 13a-14(a)

or 15d-14(a) under the Securities Exchange Act of 1934

I, Lisa Palmer, certify that:

  • I have reviewed this Quarterly Report on Form 10-Q of Regency Centers, L.P. ("registrant");
  • Based on my knowledge, this report does not contain any untrue statement of a material fact or omit to state a material fact necessary to make the statements made, in light of the circumstances under which such statements were made, not misleading with respect to the period covered by this report;
  • Based on my knowledge, the financial statements, and other financial information included in this report, fairly present in all material respects the financial condition, results of operations and cash flows of the registrant as of, and for, the periods presented in this report;
  • The registrant's other certifying officer and I are responsible for establishing and maintaining disclosure controls and procedures (as defined in Exchange Act Rules 13a-15(e) and 15d-15(e)) and internal control over financial reporting (as defined in Exchange Act Rules 13a-15(f) and 15d-15(f)) for the registrant and have:

(a) Designed such disclosure controls and procedures, or caused such disclosure controls and procedures to be designed under our supervision, to ensure that material information relating to the registrant, including its consolidated subsidiaries, is made known to us by others within those entities, particularly during the period in which this report is being prepared;

(b) Designed such internal control over financial reporting, or caused such internal control over financial reporting to be designed under our supervision, to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with generally accepted accounting principles;

(c) Evaluated the effectiveness of the registrant's disclosure controls and procedures and presented in this report our conclusions about the effectiveness of the disclosure controls and procedures, as of the end of the period covered by this report based on such evaluation; and

(d) Disclosed in this report any change in the registrant's internal control over financial reporting that occurred during the registrant's most recent fiscal quarter (the registrant's fourth fiscal quarter in the case of an annual report) that has materially affected, or is reasonably likely to materially affect, the registrant's internal control over financial reporting; and

  • The registrant's other certifying officer and I have disclosed, based on our most recent evaluation of internal control over financial reporting, to the registrant's auditors and the audit committee of the registrant's board of directors (or persons performing the equivalent functions):

(a) All significant deficiencies and material weaknesses in the design or operation of internal control over financial reporting which are reasonably likely to adversely affect the registrant's ability to record, process, summarize and report financial information; and

(b) Any fraud, whether or not material, that involves management or other employees who have a significant role in the registrant's internal control over financial reporting.

Date: August 2, 2024

/s/ Lisa Palmer
Lisa Palmer
President and Chief Executive Officer of Regency Centers Corporation, general partner of registrant

EX-31.4

Exhibit 31.4

Certification of Chief Financial Officer

Pursuant to Section 302 of the Sarbanes-Oxley Act and Rule 13a-14(a)

or 15d-14(a) under the Securities Exchange Act of 1934

I, Michael J. Mas, certify that:

  • I have reviewed this Quarterly Report on Form 10-Q of Regency Centers, L.P. ("registrant");
  • Based on my knowledge, this report does not contain any untrue statement of a material fact or omit to state a material fact necessary to make the statements made, in light of the circumstances under which such statements were made, not misleading with respect to the period covered by this report;
  • Based on my knowledge, the financial statements, and other financial information included in this report, fairly present in all material respects the financial condition, results of operations and cash flows of the registrant as of, and for, the periods presented in this report;
  • The registrant's other certifying officer and I are responsible for establishing and maintaining disclosure controls and procedures (as defined in Exchange Act Rules 13a-15(e) and 15d-15(e)) and internal control over financial reporting (as defined in Exchange Act Rules 13a-15(f) and 15d-15(f)) for the registrant and have:

(a) Designed such disclosure controls and procedures, or caused such disclosure controls and procedures to be designed under our supervision, to ensure that material information relating to the registrant, including its consolidated subsidiaries, is made known to us by others within those entities, particularly during the period in which this report is being prepared;

(b) Designed such internal control over financial reporting, or caused such internal control over financial reporting to be designed under our supervision, to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with generally accepted accounting principles;

(c) Evaluated the effectiveness of the registrant's disclosure controls and procedures and presented in this report our conclusions about the effectiveness of the disclosure controls and procedures, as of the end of the period covered by this report based on such evaluation; and

(d) Disclosed in this report any change in the registrant's internal control over financial reporting that occurred during the registrant's most recent fiscal quarter (the registrant's fourth fiscal quarter in the case of an annual report) that has materially affected, or is reasonably likely to materially affect, the registrant's internal control over financial reporting; and

  • The registrant's other certifying officer and I have disclosed, based on our most recent evaluation of internal control over financial reporting, to the registrant's auditors and the audit committee of the registrant's board of directors (or persons performing the equivalent functions):

(a) All significant deficiencies and material weaknesses in the design or operation of internal control over financial reporting which are reasonably likely to adversely affect the registrant's ability to record, process, summarize and report financial information; and

(b) Any fraud, whether or not material, that involves management or other employees who have a significant role in the registrant's internal control over financial reporting.

Date: August 2, 2024

/s/ Michael J. Mas
Michael J. Mas
Executive Vice President, Chief Financial Officer of Regency Centers Corporation, general partner of registrant

EX-32.1

Exhibit 32.1

Written Statement of the Chief Executive Officer

Pursuant to 18 U.S.C. §1350

Solely for the purposes of complying with 18 U.S.C. §1350, I, the undersigned Chief Executive Officer of Regency Centers Corporation, hereby certify, based on my knowledge, that the Quarterly Report on Form 10-Q of Regency Centers Corporation for the quarter ended June 30, 2024 (the "Report") fully complies with the requirements of Section 13(a) of the Securities Exchange Act of 1934 and that information contained in the Report fairly presents, in all material respects, the financial condition and results of operations of Regency Centers Corporation.

Date: August 2, 2024

/s/ Lisa Palmer
Lisa Palmer
President and Chief Executive Officer

EX-32.2

Exhibit 32.2

Written Statement of the Chief Financial Officer

Pursuant to 18 U.S.C. §1350

Solely for the purposes of complying with 18 U.S.C. §1350, I, the undersigned Chief Financial Officer of Regency Centers Corporation, hereby certify, based on my knowledge, that the Quarterly Report on Form 10-Q of Regency Centers Corporation for the quarter ended June 30, 2024 (the "Report") fully complies with the requirements of Section 13(a) of the Securities Exchange Act of 1934 and that information contained in the Report fairly presents, in all material respects, the financial condition and results of operations of Regency Centers Corporation.

Date: August 2, 2024

/s/ Michael J. Mas
Michael J. Mas
Executive Vice President, Chief Financial Officer

EX-32.3

Exhibit 32.3

Written Statement of the Chief Executive Officer

Pursuant to 18 U.S.C. §1350

Solely for the purposes of complying with 18 U.S.C. §1350, I, the undersigned Chief Executive Officer of Regency Centers, L.P., hereby certify, based on my knowledge, that the Quarterly Report on Form 10-Q of Regency Centers, L.P. for the quarter ended June 30, 2024 (the "Report") fully complies with the requirements of Section 13(a) of the Securities Exchange Act of 1934 and that information contained in the Report fairly presents, in all material respects, the financial condition and results of operations of Regency Centers, L.P.

Date: August 2, 2024

/s/ Lisa Palmer
Lisa Palmer
President and Chief Executive Officer of Regency Centers Corporation, general partner of registrant

EX-32.4

Exhibit 32.4

Written Statement of the Chief Financial Officer

Pursuant to 18 U.S.C. §1350

Solely for the purposes of complying with 18 U.S.C. §1350, I, the undersigned Chief Financial Officer of Regency Centers, L.P., hereby certify, based on my knowledge, that the Quarterly Report on Form 10-Q of Regency Centers, L.P. for the quarter ended June 30, 2024 (the "Report") fully complies with the requirements of Section 13(a) of the Securities Exchange Act of 1934 and that information contained in the Report fairly presents, in all material respects, the financial condition and results of operations of Regency Centers, L.P.

Date: August 2, 2024

/s/ Michael J. Mas
Michael J. Mas
Executive Vice President, Chief Financial Officer of Regency Centers Corporation, general partner of registrant

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