REGENCY CENTERS CORP - Quarter Report: 2024 March (Form 10-Q)

10-Q

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, DC 20549

FORM

For the quarterly period ended

For the transition period from to

Commission File Number (Regency Centers Corporation)

Commission File Number (Regency Centers, L.P.)

(Exact name of registrant as specified in its charter)




(REGENCY CENTERS CORPORATION)
(REGENCY CENTERS, L.P)
(State or other jurisdiction of incorporation or organization)		(I.R.S. Employer Identification No.)

, ,		()
(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

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 ☒ No ☐ Regency Centers, L.P. ☒ 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 ☒ No ☐ Regency Centers, L.P. ☒ 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:


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

Regency Centers, L.P.:


Large accelerated filer	☐	Accelerated filer	☐	Emerging growth company
	☒	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 ☐ ☒ Regency Centers, L.P. Yes ☐ ☒

The number of shares outstanding of Regency Centers Corporation's common stock was as of May 1, 2024.

EXPLANATORY NOTE

This Quarterly Report on Form 10-Q (this "Report") combines the quarterly reports on Form 10-Q for the quarter ended March 31, 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 March 31, 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 Report Page
PART I - FINANCIAL INFORMATION

Item 1.	Financial Statements (Unaudited)

Regency Centers Corporation:

	Consolidated Balance Sheets as of March 31, 2024 and December 31, 2023	1

	Consolidated Statements of Operations for the periods ended March 31, 2024 and 2023	2

	Consolidated Statements of Comprehensive Income for the periods ended March 31, 2024 and 2023	3

	Consolidated Statements of Equity for the periods ended March 31, 2024 and 2023	4

	Consolidated Statements of Cash Flows for the periods ended March 31, 2024 and 2023	5

Regency Centers, L.P.:

	Consolidated Balance Sheets as of March 31, 2024 and December 31, 2023	7

	Consolidated Statements of Operations for the periods ended March 31, 2024 and 2023	8

	Consolidated Statements of Comprehensive Income for the periods ended March 31, 2024 and 2023	9

	Consolidated Statements of Capital for the periods ended March 31, 2024 and 2023	10

	Consolidated Statements of Cash Flows for the periods ended March 31, 2024 and 2023	11

	Notes to Consolidated Financial Statements	13

Item 2.	Management's Discussion and Analysis of Financial Condition and Results of Operations	25

Item 3.	Quantitative and Qualitative Disclosures about Market Risk	42

Item 4.	Controls and Procedures	42

PART II - OTHER INFORMATION

Item 1.	Legal Proceedings	42

Item 1A.	Risk Factors	43

Item 2.	Unregistered Sales of Equity Securities and Use of Proceeds	43

Item 3.	Defaults Upon Senior Securities	43

Item 4.	Mine Safety Disclosures	43

Item 5.	Other Information	43

Item 6.	Exhibits	43

SIGNATURES		45

PART I - FINANCIAL INFORMATION

Item 1. Financial Statements

REGENCY CENTERS CORPORATION

Consolidated Balance Sheets

March 31, 2024 and December 31, 2023

(in thousands, except share data)


	2024			2023
Assets	(unaudited)
Net real estate investments:
Real estate assets, at cost	$
Less: accumulated depreciation
Real estate assets, net
Investments in sales-type lease, net
Investments in real estate partnerships
Net real estate investments
Properties held for sale, net
Cash, cash equivalents, and restricted cash, including $ and $ of restricted cash at March 31, 2024 and December 31, 2023, respectively
Tenant and other receivables, net
Deferred leasing costs, less accumulated amortization of $ and $ at March 31, 2024 and December 31, 2023, respectively
Acquired lease intangible assets, less accumulated amortization of $ and $ at March 31, 2024 and December 31, 2023, respectively
Right of use assets, net
Other assets
Total assets	$
Liabilities and Equity
Liabilities:
Notes payable, net	$
Unsecured credit facility
Accounts payable and other liabilities
Acquired lease intangible liabilities, less accumulated amortization of $ and $ at March 31, 2024 and December 31, 2023, respectively
Lease liabilities
Tenants' security, escrow deposits and prepaid rent
Total liabilities
Commitments and contingencies		—			—
Equity:
Shareholders' equity:
Preferred stock $ par value per share, shares authorized; and shares issued and outstanding, in the aggregate, in Series A and Series B at March 31, 2024 and December 31, 2023 with liquidation preference of $ per share
Common stock $ par value per share, shares authorized; and shares issued and outstanding at March 31, 2024 and December 31, 2023, respectively
Treasury stock at cost, and shares held at March 31, 2024 and December 31, 2023, respectively		(	)		(	)
Additional paid-in-capital
Accumulated other comprehensive income (loss)					(	)
Distributions in excess of net income		(	)		(	)
Total shareholders' equity
Noncontrolling interests:
Exchangeable operating partnership units, aggregate redemption value of $ and $ at March 31, 2024 and December 31, 2023, respectively
Limited partners' interests in consolidated partnerships
Total noncontrolling interests
Total equity
Total liabilities and equity	$

See accompanying notes to consolidated financial statements.

REGENCY CENTERS CORPORATION

Consolidated Statements of Operations

(in thousands, except per share data)

(unaudited)


	Three months ended March 31,
	2024			2023
Revenues:
Lease income	$
Other property income
Management, transaction, and other fees
Total revenues
Operating expenses:
Depreciation and amortization
Property operating expense
Real estate taxes
General and administrative
Other operating expenses (income)					(	)
Total operating expenses
Other expense, net:
Interest expense, net
Gain on sale of real estate, net of tax		(	)		(	)
Loss on early extinguishment of debt					—
Net investment income		(	)		(	)
Total other expense, net
Income before equity in income of investments in real estate partnerships
Equity in income of investments in real estate partnerships
Net income
Noncontrolling interests:
Exchangeable operating partnership units		(	)		(	)
Limited partners' interests in consolidated partnerships		(	)		(	)
Net income attributable to noncontrolling interests		(	)		(	)
Net income attributable to the Company
Preferred stock dividends		(	)		—
Net income attributable to common shareholders	$

Net income per common share - basic	$
Net income per common share - diluted	$

See accompanying notes to consolidated financial statements.

REGENCY CENTERS CORPORATION

Consolidated Statements of Comprehensive Income

(in thousands)

(unaudited)


	Three months ended March 31,
	2024			2023
Net income	$
Other comprehensive income (loss):
Effective portion of change in fair value of derivative instruments:
Effective portion of change in fair value of derivative instruments					(	)
Reclassification adjustment of derivative instruments included in net income		(	)		(	)
Unrealized (loss) gain on available-for-sale debt securities		(	)
Other comprehensive income (loss)					(	)
Comprehensive income
Less: comprehensive income attributable to noncontrolling interests:
Net income attributable to noncontrolling interests
Other comprehensive income (loss) attributable to noncontrolling interests					(	)
Comprehensive income attributable to noncontrolling interests
Comprehensive income attributable to the Company	$

See accompanying notes to consolidated financial statements.

REGENCY CENTERS CORPORATION

Consolidated Statements of Equity

For the three months ended March 31, 2024 and 2023

(in thousands, except per share data)

(unaudited)

Noncontrolling Interests

Preferred
Stock

Common
Stock

Treasury
Stock

Additional
Paid In
Capital

Accumulated
Other
Comprehensive
Income (Loss)

Distributions
in Excess of
Net Income

Total
Shareholders'
Equity

Exchangeable
Operating
Partnership
Units

Limited
Partners'
Interest in
Consolidated
Partnerships

Total
Noncontrolling
Interests

Total
Equity

Balance at December 31, 2022

—

(

)

(

)

Net income

—

Other comprehensive loss

Other comprehensive income before reclassification

—

(

)

—

(

)

(

)

(

)

(

)

(

)

Amounts reclassified from accumulated other comprehensive loss

—

(

)

—

(

)

(

)

(

)

(

)

(

)

Deferred compensation plan, net

—

(

)

—

Restricted stock issued, net of amortization

—

Common stock repurchased for taxes withheld for stock based compensation, net

—

(

)

—

(

)

—

(

)

Common stock repurchased and retired

—

(

)

—

(

)

—

(

)

—

(

)

Common stock issued under dividend reinvestment plan

—

Contributions from partners

—

Distributions to partners

—

(

)

(

)

(

)

Cash dividends declared:

Common stock/unit ($ per share)

—

(

)

(

)

(

)

—

(

)

(

)

Balance at March 31, 2023

—

(

)

(

)

Balance at December 31, 2023

(

)

(

)

(

)

Net income

—

Other comprehensive income

Other comprehensive income before reclassification

—

Amounts reclassified from accumulated other comprehensive income

—

(

)

—

(

)

(

)

(

)

(

)

(

)

Deferred compensation plan, net

—

(

)

—

Restricted stock issued, net of amortization

—

Common stock repurchased for taxes withheld for stock based compensation, net

—

(

)

—

(

)

—

(

)

Common stock issued under dividend reinvestment plan

—

Common stock issued for exchangeable operating partnership units

—

(

)

—

(

)

—

Contributions from partners

—

Distributions to partners

—

(

)

(

)

(

)

Cash dividends declared:

Preferred stock

—

(

)

(

)

—

(

)

Common stock ($ per share/unit)

—

(

)

(

)

(

)

—

(

)

(

)

Balance at March 31, 2024

(

)

(

)

See accompanying notes to consolidated financial statements.

REGENCY CENTERS CORPORATION

Consolidated Statements of Cash Flows

For the three months ended March 31, 2024 and 2023

(in thousands)

(unaudited)


	2024			2023
Cash flows from operating activities:
Net income	$
Adjustments to reconcile net income to net cash provided by operating activities:
Depreciation and amortization
Amortization of deferred loan costs and debt premiums
Accretion of above and below market lease intangibles, net		(	)		(	)
Stock-based compensation, net of capitalization
Equity in income of investments in real estate partnerships		(	)		(	)
Gain on sale of real estate, net of tax		(	)		(	)
Loss on early extinguishment of debt					—
Distribution of earnings from investments in real estate partnerships
Deferred compensation expense
Realized and unrealized gain on investments		(	)		(	)
Changes in assets and liabilities:
Tenant and other receivables
Deferred leasing costs		(	)		(	)
Other assets		(	)		(	)
Accounts payable and other liabilities		(	)		(	)
Tenants' security, escrow deposits and prepaid rent		(	)
Net cash provided by operating activities
Cash flows from investing activities:
Real estate development and capital improvements		(	)		(	)
Proceeds from sale of real estate
Proceeds from property insurance casualty claims					—
Issuance of notes receivable		(	)		—
Collection of notes receivable					—
Investments in real estate partnerships		(	)		(	)
Return of capital from investments in real estate partnerships					—
Dividends on investment securities
Acquisition of investment securities		(	)		(	)
Proceeds from sale of investment securities
Net cash used in investing activities		(	)		(	)
Cash flows from financing activities:
Repurchase of common shares in conjunction with equity award plans		(	)		(	)
Common shares repurchased through share repurchase program		—			(	)
Proceeds from sale of treasury stock
Contributions from limited partners in consolidated partnerships
Distributions to limited partners in consolidated partnerships		(	)		—
Distributions to exchangeable operating partnership unit holders		(	)		(	)
Dividends paid to common shareholders		(	)		(	)
Dividends paid to preferred shareholders		(	)		—
Proceeds from issuance of fixed rate unsecured notes, net of debt discount					—
Proceeds from unsecured credit facilities
Repayment of unsecured credit facilities		(	)		(	)
Proceeds from notes payable		—
Repayment of notes payable		(	)		(	)
Scheduled principal payments		(	)		(	)
Payment of loan costs		(	)		(	)
Net cash provided by (used in) financing activities					(	)
Net increase (decrease) in cash and cash equivalents and restricted cash					(	)
Cash and cash equivalents and restricted cash at beginning of the period
Cash and cash equivalents and restricted cash at end of the period	$

See accompanying notes to consolidated financial statements.

REGENCY CENTERS CORPORATION

Consolidated Statements of Cash Flows

For the three months ended March 31, 2024 and 2023

(in thousands)

(unaudited)


	2024	2023
Supplemental disclosure of cash flow information:
Cash paid for interest (net of capitalized interest of $ and $ in 2024 and 2023, respectively)	$
Cash paid for income taxes, net of refunds	$
Supplemental disclosure of non-cash transactions:
Common and Preferred stock, and exchangeable operating partnership dividends declared but not paid	$
Right of use assets obtained in exchange for new operating lease liabilities	$		—
Sale of leased asset in exchange for net investment in sales-type lease	$		—
Common stock issued for partnership units exchanged	$		—
Change in accrued capital expenditures	$
Common stock issued under dividend reinvestment plan	$
Stock-based compensation capitalized	$
Contributions from limited partners in consolidated partnerships	$		—
Common stock issued for dividend reinvestment in trust	$
Contribution of stock awards into trust	$
Distribution of stock held in trust	$
Change in fair value of securities	$

See accompanying notes to consolidated financial statements.

REGENCY CENTERS, L.P.

Consolidated Balance Sheets

March 31, 2024 and December 31, 2023

(in thousands, except unit data)


	2024		2023
Assets	(unaudited)
Net real estate investments:
Real estate assets, at cost	$
Less: accumulated depreciation
Real estate assets, net
Investments in sales-type lease, net
Investments in real estate partnerships
Net real estate investments
Properties held for sale, net
Cash, cash equivalents, and restricted cash, including $ and $ of restricted cash at March 31, 2024 and December 31, 2023, respectively
Tenant and other receivables, net
Deferred leasing costs, less accumulated amortization of $ and $ at March 31, 2024 and December 31, 2023, respectively
Acquired lease intangible assets, less accumulated amortization of $ and $ at March 31, 2024 and December 31, 2023, respectively
Right of use assets, net
Other assets
Total assets	$
Liabilities and Capital
Liabilities:
Notes payable, net	$
Unsecured credit facility
Accounts payable and other liabilities
Acquired lease intangible liabilities, less accumulated amortization of $ and $ at March 31, 2024 and December 31, 2023, respectively
Lease liabilities
Tenants' security, escrow deposits and prepaid rent
Total liabilities
Commitments and contingencies		—		—
Capital:
Partners' capital:
Preferred units $ par value per unit, units authorized; units issued and outstanding, in the aggregate, in Series A and Series B at March 31, 2024 and December 31, 2023 with liquidation preference of $ per unit
General partner's common units, and units issued and outstanding at March 31, 2024 and December 31, 2023, respectively
Limited partners' common units, and units issued and outstanding at March 31, 2024 and December 31, 2023 respectively
Accumulated other comprehensive income (loss)				(	)
Total partners' capital
Noncontrolling interest: Limited partners' interests in consolidated partnerships
Total capital
Total liabilities and capital	$

See accompanying notes to consolidated financial statements.

REGENCY CENTERS, L.P.

Consolidated Statements of Operations

(in thousands, except per unit data)

(unaudited)


	Three months ended March 31,
	2024			2023
Revenues:
Lease income	$
Other property income
Management, transaction, and other fees
Total revenues
Operating expenses:
Depreciation and amortization
Property operating expense
Real estate taxes
General and administrative
Other operating expenses (income)					(	)
Total operating expenses
Other expense, net:
Interest expense, net
Gain on sale of real estate, net of tax		(	)		(	)
Loss on early extinguishment of debt					—
Net investment income		(	)		(	)
Total other expense, net
Income before equity in income of investments in real estate partnerships
Equity in income of investments in real estate partnerships
Net income
Limited partners' interests in consolidated partnerships		(	)		(	)
Net income attributable to the Partnership
Preferred unit distributions		(	)		—
Net income attributable to common unit holders	$

Net income per common unit - basic	$
Net income per common unit - diluted	$

See accompanying notes to consolidated financial statements.

REGENCY CENTERS, L.P.

Consolidated Statements of Comprehensive Income

(in thousands)

(unaudited)


	Three months ended March 31,
	2024			2023
Net income	$
Other comprehensive income (loss):
Effective portion of change in fair value of derivative instruments:
Effective portion of change in fair value of derivative instruments					(	)
Reclassification adjustment of derivative instruments included in net income		(	)		(	)
Unrealized (loss) gain on available-for-sale debt securities		(	)
Other comprehensive income (loss)					(	)
Comprehensive income
Less: comprehensive income attributable to noncontrolling interests:
Net income attributable to noncontrolling interests
Other comprehensive income (loss) attributable to noncontrolling interests					(	)
Comprehensive income attributable to noncontrolling interests
Comprehensive income attributable to the Partnership	$

See accompanying notes to consolidated financial statements.

REGENCY CENTERS, L.P.

Consolidated Statements of Capital

For the three months ended March 31, 2024 and 2023

(in thousands)

(unaudited)

General Partner Preferred
and Common Units

Limited
Partners

Accumulated
Other
Comprehensive
Income (Loss)

Total
Partners'
Capital

Noncontrolling Interests in
Limited Partners' Interest in
Consolidated Partnerships

Total
Capital

Balance at December 31, 2022

Net income

—

Other comprehensive loss

Other comprehensive loss before reclassification

—

(

)

(

)

(

)

(

)

(

)

Amounts reclassified from accumulated other comprehensive loss

—

(

)

(

)

(

)

(

)

(

)

Contributions from partners

—

Distributions to partners

(

)

(

)

—

(

)

(

)

(

)

Restricted units issued as a result of restricted stock issued by Parent Company, net of amortization

—

Common units repurchased and retired as a result of common stock repurchased and retired by Parent Company

(

)

—

(

)

—

(

)

Common units repurchased as a result of common stock repurchased by Parent Company, net of issuances

(

)

—

(

)

—

(

)

Balance at March 31, 2023

Balance at December 31, 2023

(

)

Net income

—

Other comprehensive income

Other comprehensive income before reclassification

—

Amounts reclassified from accumulated other comprehensive income

—

(

)

(

)

(

)

(

)

(

)

Contributions from partners

—

Distributions to partners

(

)

(

)

—

(

)

(

)

(

)

Preferred unit distributions

(

)

—

(

)

—

(

)

Restricted units issued as a result of restricted stock issued by Parent Company, net of amortization

—

Common units repurchased as a result of common stock repurchased by Parent Company, net of issuances

(

)

—

(

)

—

(

)

Exchangeable operating partnership units converted to common stock of Parent Company

(

)

—

Balance at March 31, 2024

See accompanying notes to consolidated financial statements.

REGENCY CENTERS, L.P.

Consolidated Statements of Cash Flows

For the three months ended March 31, 2024 and 2023

(in thousands)

(unaudited)


	2024			2023
Cash flows from operating activities:
Net income	$
Adjustments to reconcile net income to net cash provided by operating activities:
Depreciation and amortization
Amortization of deferred loan costs and debt premiums
(Accretion) and amortization of above and below market lease intangibles, net		(	)		(	)
Stock-based compensation, net of capitalization
Equity in income of investments in real estate partnerships		(	)		(	)
Gain on sale of real estate, net of tax		(	)		(	)
Loss on early extinguishment of debt					—
Distribution of earnings from investments in real estate partnerships
Deferred compensation expense
Realized and unrealized gain on investments		(	)		(	)
Changes in assets and liabilities:
Tenant and other receivables
Deferred leasing costs		(	)		(	)
Other assets		(	)		(	)
Accounts payable and other liabilities		(	)		(	)
Tenants' security, escrow deposits and prepaid rent		(	)
Net cash provided by operating activities
Cash flows from investing activities:
Real estate development and capital improvements		(	)		(	)
Proceeds from sale of real estate
Proceeds from property insurance casualty claims					—
Issuance of notes receivable		(	)		—
Collection of notes receivable					—
Investments in real estate partnerships		(	)		(	)
Return of capital from investments in real estate partnerships					—
Dividends on investment securities
Acquisition of investment securities		(	)		(	)
Proceeds from sale of investment securities
Net cash used in investing activities		(	)		(	)
Cash flows from financing activities:
Repurchase of common shares in conjunction with equity award plans		(	)		(	)
Common units repurchased through share repurchase program		—			(	)
Proceeds from sale of treasury stock
Contributions from limited partners in consolidated partnerships
Distributions to limited partners in consolidated partnerships		(	)		—
Distributions to partners		(	)		(	)
Dividends paid to preferred unit holders		(	)		—
Proceeds from issuance of fixed rate unsecured notes, net of debt discount					—
Proceeds from unsecured credit facilities
Repayment of unsecured credit facilities		(	)		(	)
Proceeds from notes payable		—
Repayment of notes payable		(	)		(	)
Scheduled principal payments		(	)		(	)
Payment of loan costs		(	)		(	)
Net cash provided by (used in) financing activities					(	)
Net increase (decrease) in cash and cash equivalents and restricted cash					(	)
Cash and cash equivalents and restricted cash at beginning of the period
Cash and cash equivalents and restricted cash at end of the period	$

See accompanying notes to consolidated financial statements.

REGENCY CENTERS, L.P.

Consolidated Statements of Cash Flows

For the three months ended March 31, 2024 and 2023

(in thousands)

(unaudited)


	2024	2023
Supplemental disclosure of cash flow information:
Cash paid for interest (net of capitalized interest of $ and $ in 2024 and 2023, respectively)	$
Cash paid for income taxes, net of refunds	$
Supplemental disclosure of non-cash transactions:
Common and Preferred stock, and exchangeable operating partnership dividends declared but not paid	$
Right of use assets obtained in exchange for new operating lease liabilities	$		—
Sale of leased asset in exchange for net investment in sales-type lease	$		—
Common stock issued by Parent Company for partnership units exchanged	$		—
Change in accrued capital expenditures	$
Common stock issued by Parent Company for dividend reinvestment plan	$
Stock-based compensation capitalized	$
Contributions from limited partners in consolidated partnerships	$		—
Common stock issued for dividend reinvestment in trust	$
Contribution of stock awards into trust	$
Distribution of stock held in trust	$
Change in fair value of securities	$

See accompanying notes to consolidated financial statements.

REGENCY CENTERS CORPORATION AND REGENCY CENTERS, L.P.

Notes to Unaudited Consolidated Financial Statements

March 31, 2024

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 March 31, 2024, the Parent Company, the Operating Partnership, and their controlled subsidiaries on a consolidated basis owned properties and held partial interests in an additional 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.

, 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 of a share of common stock of the Parent Company. Additionally, each share of UBP’s % Series H Cumulative Redeemable Preferred Stock and % Series K Cumulative Redeemable Preferred Stock was converted into one share of Parent Company Series A preferred stock and Parent Company Series B preferred stock, respectively.

As a result of the acquisition, the Company acquired properties representing million square feet of GLA, including 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.

Ownership of the Parent Company

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

Ownership of the Operating Partnership

The Operating Partnership's capital includes Common Units and Preferred Units. As of March 31, 2024, the Parent Company owned approximately % 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.

properties through real estate partnerships, of which 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 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.

Cash, cash equivalents and restricted cash

Tenant and other receivables, net

Deferred costs, net

Acquired lease intangible assets, net

Right of use assets, net

Other assets

Total Assets

Liabilities

Notes payable

Accounts payable and other liabilities

Acquired lease intangible liabilities, net

Tenants' security, escrow deposits and prepaid rent

Lease liabilities

Total Liabilities

Asset management services

Leasing services

Other fees

Total management, transaction, and other fees

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

, 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.”

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.

, 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.

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 financial position and/or results of operations.

Development

—

Total consolidated

—

(1)

Amounts for purchase price and allocation are reflected at %.

property acquisitions during the three months ended March 31, 2023.

Gain on sale of real estate, net of tax

Number of operating properties sold

—

Number of land parcels sold

—

Percent interest sold

As of March 31, 2024 the Company had property held for sale. As of December 31, 2023 the Company had property held for sale that was subsequently sold during the period as noted in the table above. There were no liabilities associated with the properties classified as held for sale.

Buildings and improvements

Less: accumulated depreciation

(

)

(

)

Real estate, net

Other assets, net

Assets associated with real estate assets held for sale

REGENCY CENTERS CORPORATION AND REGENCY CENTERS, L.P.

Notes to Unaudited Consolidated Financial Statements

March 31, 2024

Investments(1)

Prepaid and other

Derivative assets

Furniture, fixtures, and equipment, net ("FF&E")

Deferred financing costs, net(2)

Total other assets

(1)

million in commercial deposits from the proceeds received from the January public offering of senior unsecured notes.

(2)

Variable rate mortgage loans (1)

Fixed rate unsecured debt

Total notes payable, net

Unsecured credit facilities:

$ Billion Line of Credit (the "Line") (2)

Total unsecured credit facilities

Total debt outstanding

(1)

% of the variable rate mortgage loans are fixed through interest rate swaps.

(2)

. The Company has the option to extend the maturity for . Weighted average effective rate for the Line is calculated based on a fully drawn Line balance using the period end variable rate.

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

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 $ billion for a term of (plus ) 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 $ 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 basis points plus a margin of 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 basis point downward sustainability-linked adjustment to the interest rate was applicable.

2025

2026

2027

2028

Beyond 5 Years

Unamortized debt premium/(discount) and issuance costs

—

(

)

(

)

(

)

Total

(1)

(2)

The Company was in compliance as of March 31, 2024, with all financial and other covenants under its unsecured public and private placement debt and unsecured credit facilities.

Number of instruments

Derivative liabilities

(

)

(

)

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 March 31, 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.

(

)

Interest income

(

)

(

)

Interest expense, net

As of March 31, 2024, the Company expects approximately $ 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.

Variable lease income

Other lease related income, net:

Above/below market rent and tenant rent inducement amortization, net

Uncollectible straight-line rent (1)

(

)

Uncollectible amounts billable in lease (loss) income

(

)

Total lease income

(1)

Straight-line rent receivables

Notes receivable

Other receivables(1)

Total tenant and other receivables

(1)

Other receivables include construction receivables, insurance receivables, and amounts due from real estate partnerships for Management, transaction, and other fee income.

During three months ended March 31, 2024 the Company issued a note receivable in the amount of $ million at an interest rate of % maturing in January 2027, secured by a grocery-anchored shopping center.

Financial liabilities:

Notes payable, net

Unsecured credit facilities(1)

(1)

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 March 31, 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 $ million and $ million during the three months ended March 31, 2024 and 2023, respectively.

Available-for-Sale Debt Securities

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

Interest Rate Derivatives

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

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.

—

Available-for-sale debt securities

—

Interest rate derivatives

—

Total

—

Liabilities:

Interest rate derivatives

(

)

—

(

)

—

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

—

Available-for-sale debt securities

—

Interest rate derivatives

—

Total

—

Liabilities:

Interest rate derivatives

(

)

—

(

)

—

REGENCY CENTERS CORPORATION AND REGENCY CENTERS, L.P.

Notes to Unaudited Consolidated Financial Statements

March 31, 2024

On demand

Series B

On or after

Dividends Declared

On , the Board:

•

Declared dividends on the Series A Preferred Stock, which will be paid at a rate of $ per share on . The dividends will be payable to holders of record of the Series A Preferred Stock as of the close of business on ; and

•

Declared dividend on the Series B Preferred Stock, which will be paid at a rate of $ per share on . The dividend will be payable to holders of record of the Series B Preferred Stock as of the close of business on .

Common Stock of the Parent Company

Dividends Declared

On , the Board declared a common stock dividend of $ per share, payable on , to shareholders of record as of . On , our Board of Directors declared a common stock dividend of $ per share, payable on , to shareholders of record as of .

At the Market ("ATM") Program

Under the Parent Company's ATM program, as authorized by the Board, the Parent Company may sell up to $ 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. sales occurred under the ATM program during both the three months ended March 31, 2024, and 2023. As of March 31, 2024, $ million of common stock remained available for issuance under this ATM equity program.

Stock Repurchase Program

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

During the three months ended March 31, 2024, the Company made repurchases. At March 31, 2024, $ million remained available under this Repurchase Program.

During the three months ended March 31, 2023, the Company executed multiple trades to repurchase common shares under the Repurchase Program for a total of $ million at a weighted average price of $ per share. All repurchased shares were retired on the respective settlement dates.

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 three months ended March 31, 2024, Partnership Units were converted to Parent Company common stock. such conversions took place during the three months ended March 31, 2023.

shares of restricted stock with a weighted-average grant-date fair value of $ 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.

Net income attributable to common shareholders - diluted

Denominator:

Weighted average common shares outstanding for basic EPS

Weighted average common shares outstanding for diluted EPS (1)

Net income per common share – basic

Net income per common share – diluted

(1)

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 and for the three months ended March 31, 2024 and 2023, respectively.

Operating Partnership Earnings per Unit

Net income attributable to common unit holders - diluted

Denominator:

Weighted average common units outstanding for basic EPU

Weighted average common units outstanding for diluted EPU (1)

Net income per common unit – basic

Net income per common unit – diluted

(1)

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.

million and $ million for environmental remediation, which are included in Accounts payable, and other liabilities on the Company’s Consolidated Balance Sheets as of March 31, 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 $ 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 $ million in letters of credit outstanding as of both March 31, 2024 and December 31, 2023.

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 used by Regency 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 the Company’s 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 Nareit 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.

•

Fixed Charge Coverage Ratio is defined as Operating EBITDAre divided by the sum of the gross interest and scheduled mortgage principal paid to our lenders.

•

Nareit EBITDAre is a measure of REIT performance, which the National Association of Real Estate Investment Trusts ("Nareit") defines as net income, computed in accordance with GAAP, excluding (i) interest expense, (ii) income tax expense, (iii) depreciation and amortization, (iv) gains on sales of real estate, (v) impairments of real estate, and (vi) adjustments to reflect the Company's share of unconsolidated partnerships and joint ventures.

•

Nareit Funds from Operations ("Nareit FFO") is a commonly used measure of REIT performance, which Nareit defines as net income, computed in accordance with GAAP, excluding gains on sales and impairments of real estate, net of tax, plus depreciation and amortization, and after adjustments for unconsolidated partnerships and joint ventures. We compute Nareit FFO for all periods presented in accordance with Nareit's definition.

Companies use different depreciable lives and methods, and real estate values historically fluctuate with market conditions. Since Nareit FFO excludes depreciation and amortization and gains on sale and impairments of real estate, it provides a performance measure that, when compared year over year, reflects the impact on operations from trends in percent leased, rental rates, operating costs, acquisition and development activities, and financing costs. This provides a perspective of our financial performance not immediately apparent from net income determined in accordance with GAAP. Thus, Nareit FFO is a supplemental non-GAAP financial measure of our operating performance, which does not represent cash generated from operating activities in accordance with GAAP; and, therefore, should not be considered a substitute measure of cash flows from operations. We provide a reconciliation of Net Income Attributable to Common Shareholders to Nareit FFO.

•

Net Operating Income ("NOI") is the sum of base rent, percentage rent, recoveries from tenants, other lease income, and other property income, less operating and maintenance expenses, real estate taxes, ground rent, and uncollectible lease income. NOI excludes straight-line rental income and expense, above and below market rent and ground rent amortization, tenant lease inducement amortization, and other fees. We also provide disclosure of NOI excluding termination fees, which excludes both termination fee income and expenses.

•

A Non-Same Property is any property, during either calendar year period being compared, that was acquired, sold, a Property in Development, a Development Completion, or a property under, or being positioned for, significant redevelopment that distorts comparability between periods. Non-retail properties and corporate activities, including the captive insurance program, are part of Non-Same Property.

•

Operating EBITDAre begins with Nareit EBITDAre and excludes certain non-cash components of earnings derived from straight-line rents and above and below market rent amortization. We provide a reconciliation of Net income to Nareit EBITDAre to Operating EBITDAre.

•

Pro-rata information includes 100% of our consolidated properties plus our economic share (based on our ownership interest) in our unconsolidated real estate investment partnerships.

We provide Pro-rata financial information because we believe it assists investors and analysts in estimating our economic interest in our consolidated and unconsolidated partnerships, when read in conjunction with our reported results under GAAP. We believe presenting our Pro-rata share of assets, liabilities, operating results, and other metrics, along with certain other non-GAAP measures, makes comparisons of our operating results to those of other REITs more meaningful. The Pro-rata information provided is not, nor is it intended to be, presented in accordance with GAAP. The Pro-rata supplemental details of assets and liabilities and supplemental details of operations reflect our proportionate economic ownership of the assets, liabilities, and operating results of the properties in our portfolio.

The Pro-rata information is prepared on a basis consistent with the comparable consolidated amounts and is intended to more accurately reflect our proportionate economic interest in the assets, liabilities, and operating results of properties in our portfolio. We do not control the unconsolidated investment partnerships, and the Pro-rata presentations of the assets and liabilities, and revenues and expenses do not represent our legal claim to such items. The partners are entitled to profit or loss allocations and distributions of cash flows according to the operating agreements, which generally provide for such allocations according to their invested capital. Our share of invested capital establishes the ownership interests we use to prepare our Pro-rata share.

The presentation of Pro-rata information has limitations which include, but are not limited to, the following:

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 March 31, 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 March 31, 2024, we had full or partial ownership interests in 482 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 57.0 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 three months ended March 31, 2024, we had Net income attributable to common shareholders of $106.4 million as compared to $97.3 million during the three months ended March 31, 2023.

During the three months ended March 31, 2024:

•

Our Pro-rata same property NOI, excluding termination fees, grew 1.4%, as compared to the three months ended March 31, 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 461 new and renewal leasing transactions representing 2.0 million Pro-rata SF with positive rent spreads of 8.5% during the three months ended March 31, 2024, compared to 405 leasing transactions representing 1.1 million Pro-rata SF with positive rent spreads of 5.5% during the three months ended March 31, 2023. Rent spreads are calculated on all executed leasing transactions for comparable Retail Operating Property spaces, including spaces vacant greater than 12 months.

•

At March 31, 2024, December 31, 2023, and March 31, 2023 our total property portfolio was 95.0%, 95.1%, and 94.9% leased, respectively. At March 31, 2024, December 31, 2023, and March 31, 2023 our same property portfolio was 95.8%, 95.7%, and 95.1% 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 $547.1 million at March 31, 2024, compared to $468.1 million at December 31, 2023.

•

Development and redevelopment projects completed during 2024 represented $3.1 million of estimated net project costs, with an average stabilized yield of 9.8%.

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

•

At both March 31, 2024 and December 31, 2023, our Pro-rata net debt and Preferred Stock-to-operating EBITDAre ratio on a trailing 12 month basis was 5.4x.

•

On January 8, 2024, Regency priced a public offering of $400 million of senior unsecured debt due in 2034, with a coupon of 5.250% . The Company intends to use the net proceeds of the offering to reduce the outstanding balance on its line of credit and for general corporate purposes, including, but not limited to, the future repayment of outstanding debt. We invested a portion of the net proceeds in certificates of deposit and within short-term U.S. Treasury funds until such time as the proceeds are required.

•

We have $250 million of unsecured debt maturing in June 2024, which we intend to pay off by utilizing the proceeds available from the January 2024 offering noted above.

•

In February, Regency received a credit rating upgrade to A3 with a stable outlook by Moody's Investors Service.

•

We have $196.1 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.

•

At March 31, 2024, we had $1.46 billion available on the Line, which expires March 23, 2028 with the option to extend the maturity for two additional six-month periods.

Property Portfolio

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


(GLA in thousands)	March 31, 2024			December 31, 2023
Number of Properties	381			381
GLA		43,947			43,758
% Leased – Operating and Development		95.0	%		94.9	%
% Leased – Operating		95.4	%		95.3	%
Weighted average annual effective rent per square foot ("PSF"), net of tenant concessions.	$24.74			$24.67

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


(GLA in thousands)	March 31, 2024			December 31, 2023
Number of Properties	101			101
GLA		13,066			13,067
% Leased – Operating and Development		96.0	%		96.6	%
% Leased –Operating		96.0	%		96.6	%
Weighted average annual effective rent PSF, net of tenant concessions	$24.88			$24.04

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


	March 31, 2024			December 31, 2023
Percent Leased – All Properties		95.0	%		95.1	%
Anchor Space (spaces ≥ 10,000 SF)		96.8	%		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):


	Three months ended March 31, 2024
	Leasing Transactions		SF (in thousands)		Base Rent PSF		Tenant Allowance and Landlord Work PSF		Leasing Commissions PSF
Anchor Space Leases
New		11		241	$	21.59	$	52.82	$	8.10
Renewal		29		851		21.00		0.29		0.05
Total Anchor Space Leases		40		1,092	$	21.13	$	11.91	$	1.83
Shop Space Leases
New		136		286	$	37.65	$	38.66	$	13.10
Renewal		285		573		37.27		3.66		0.61
Total Shop Space Leases		421		859	$	37.40	$	15.33	$	4.77
Total Leases		461		1,951	$	28.29	$	13.41	$	3.13


	Three months ended March 31, 2023
	Leasing Transactions		SF (in thousands)		Base Rent PSF		Tenant Allowance and Landlord Work PSF		Leasing Commissions PSF
Anchor Space Leases
New		6		67	$	14.24	$	41.74	$	7.69
Renewal		18		399		15.01		0.40		0.19
Total Anchor Space Leases		24		466	$	14.90	$	6.37	$	1.27
Shop Space Leases
New		121		217	$	36.88	$	33.10	$	12.21
Renewal		260		447		35.20		0.75		0.54
Total Shop Space Leases		381		664	$	35.75	$	11.33	$	4.36
Total Leases		405		1,130	$	27.14	$	9.28	$	3.08

The weighted-average base rent PSF on signed Shop Space leases during 2024 was $37.40 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 $33.81 PSF. New and renewal rent spreads, compared to prior rents on these same spaces leased, were positive at 8.5% for the three months ended March 31, 2024, compared to 5.5% for the three months ended March 31, 2023.

Significant Tenants and Concentrations of Credit Risk

We seek to reduce our operating and leasing risks through geographic diversification of our properties and by avoiding dependence on any single property, market, or tenant. Based on percentage of annualized base rent, the following table summarizes our most significant tenants, of which four of the top five are grocers:


	March 31, 2024
Tenant	Number of Stores		Percentage of Company- owned GLA (1)	Percentage of Annual Base Rent (1)
Publix		68	6.4%	3.0%
Albertsons Companies, Inc.		53	4.7%	2.9%
TJX Companies, Inc.		73	3.8%	2.8%
Amazon/Whole Foods		39	2.8%	2.7%
Kroger Co.		52	6.3%	2.6%

(1)

Includes Regency's Pro-rata share of unconsolidated properties and excludes those owned by anchors.

Bankruptcies and Credit Concerns

Our management team devotes significant time to researching and monitoring consumer preferences and trends, customer shopping behaviors, changes in delivery methods, shifts to e-commerce, and changing demographics in order to anticipate the challenges and opportunities impacting our industry. We seek to mitigate these potential impacts through maintaining a high quality portfolio, diversifying our tenant mix, replacing less successful tenants with stronger operators, anchoring our centers with market leading grocery stores that drive customer traffic, and 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, 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. Tenants who are currently in bankruptcy and continue to occupy space in our shopping centers represent an aggregate of 0.6% of our Pro-rata annual base rent, which is primarily related to Rite Aid who filed in October 2023.

Results from Operations

Comparison of the three months ended March 31, 2024 and 2023:

Revenues changed as summarized in the following table:


	Three months ended March 31,
(in thousands)	2024			2023		Change
Lease income
Base rent	$	244,135			212,930		31,205
Recoveries from tenants		85,023			71,226		13,797
Percentage rent		7,807			7,030		777
Uncollectible lease income		(1,233	)		1,937		(3,170	)
Other lease income		5,957			7,216		(1,259	)
Straight-line rent		5,594			2,597		2,997
Above / below market rent and tenant rent inducement amortization, net		5,823			5,865		(42	)
Total lease income	$	353,106			308,801		44,305
Other property income		4,350			3,138		1,212
Management, transaction, and other fees		6,396			6,038		358
Total revenues	$	363,852			317,977		45,875

Total lease income increased $44.3 million primarily driven by the following contractually billable components of rent to the tenants per the lease agreements:

•

$31.2 million increase from billable Base rent, mainly from the following:

$24.8 million increase from acquisition of UBP;

$5.6 million net increase from same properties, including:

▪

$3.8 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 completing and operating; and

$1.1 million increase from acquisitions of other operating properties.

•

$13.8 million increase from contractual Recoveries from tenants, which represents the tenants' proportionate share of the operating, maintenance, insurance, and real estate tax expenses that we incur to operate our shopping centers. Recoveries from tenants increased, on a net basis, mainly from the following:

$9.8 million increase from acquisition of UBP;

$3.7 million net increase from same properties primarily due to higher operating costs in the current year; and

$0.4 million increase from rents commencing at development properties and the acquisition of other operating properties.

•

$3.2 million change in Uncollectible lease income primarily driven by the 2023 collections of previously reserved amounts, which have continued in 2024 but to a lesser degree.

•

$1.3 million decrease in Other lease income primarily due to:

$3.1 million decrease in lease termination fees, partially offset by

$1.8 million increase driven by acquisition of UBP.

•

$3.0 million increase in Straight-line rent mainly due to:

$2.1 million increase related to developments;

$1.2 million increase driven by acquisition of UBP; partially offset by

$0.3 million decrease in same 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:


	Three months ended March 31,
(in thousands)	2024		2023			Change
Depreciation and amortization	$	97,585		82,707			14,878
Property operating expense		63,274		51,022			12,252
Real estate taxes		44,307		38,477			5,830
General and administrative		26,132		25,280			852
Other operating expenses (income)		2,643		(497	)		3,140
Total operating expenses	$	233,941		196,989			36,952

Depreciation and amortization costs increased $14.9 million, mainly due to the following:

•

$15.9 million increase from acquisition of UBP;

•

$0.8 million increase from acquisitions of operating properties;

•

$0.6 million increase from properties under development becoming available for occupancy in the current quarter; partially offset by

•

$2.4 million decrease from same properties, primarily driven by redevelopment projects.

Property operating expense increased $12.3 million, as follows:

•

$7.0 million increase from acquisition of UBP;

•

$3.6 million increase from same properties primarily attributable to an increase in recoverable common area and tenant related costs.

•

$1.0 million increase from higher claims expense in our captive insurance company; and

•

$0.7 million related to acquisitions of other operating properties.

Real estate taxes increased $5.8 million, mainly due to acquisition of UBP.

There were no significant changes in General and administrative expenses.

Other operating expenses (income) increased $3.1 million, mainly due to the following:

•

$1.7 million increase from acquisition of UBP; and

•

$1.4 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:


	Three months ended March 31,
(in thousands)	2024			2023			Change
Interest expense, net
Interest on notes payable	$	45,601			36,909			8,692
Interest on unsecured credit facilities		1,439			987			452
Capitalized interest		(1,656	)		(1,250	)		(406	)
Hedge expense		109			109			—
Interest income		(2,625	)		(362	)		(2,263	)
Interest expense, net	$	42,868			36,393			6,475
Gain on sale of real estate, net of tax		(11,403	)		(250	)		(11,153	)
Loss on early extinguishment of debt		180			—			180
Net investment income		(2,431	)		(1,727	)		(704	)
Total other expense, net	$	29,214			34,416			(5,202	)

Interest expense, net increased $6.5 million primarily due to the following:

•

$4.6 million increase related to increased outstanding balance of Notes Payable mainly due to the issued public debt in January 2024;

•

$4.1 million increase primarily related to loans assumed with the UBP acquisition; partially offset by

•

$2.3 million increase in interest income due to the short term investments of excess cash.

During the three months ended March 31, 2024, we recognized gains on sale of $11.4 million mainly from sale of one operating property and recognition of one sales type lease. During the three months ended March 31, 2023, we recognized gains on sale of $0.3 million from one land parcel.

There were no significant changes in Net investment income.

Total equity in income of investments in real estate partnerships changed as follows:


		Three months ended March 31,
(in thousands)	Regency's Ownership	2024		2023		Change
GRI - Regency, LLC ("GRIR")	40.00%	$	9,126		9,130		(4	)
Columbia Regency Retail Partners, LLC ("Columbia I")	20.00%		428		458		(30	)
Columbia Regency Partners II, LLC ("Columbia II")	20.00%		589		528		61
Columbia Village District, LLC	30.00%		511		453		58
Other investments in real estate partnerships	11.80% - 66.67%		1,307		1,347		(40	)
Total equity in income of investments in real estate partnerships		$	11,961		11,916		45

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


	Three months ended March 31,
(in thousands)	2024			2023			Change
Net income	$	112,658			98,488			14,170
Income attributable to noncontrolling interests		(2,884	)		(1,207	)		(1,677	)
Net income attributable to the Company		109,774			97,281			12,493
Preferred stock dividends		(3,413	)		—			(3,413	)
Net income attributable to common shareholders	$	106,361		$	97,281		$	9,080
Net income attributable to exchangeable operating partnership units		(642	)		(420	)		(222	)
Net income attributable to common unit holders	$	107,003			97,701			9,302

Income attributable to noncontrolling interests increased $1.7 million, mainly due to acquisition of UBP.

The $3.4 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.

We do not consider non-GAAP measures as 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 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, including as set forth below. Non-GAAP measures should not be relied upon in evaluating the financial condition, results of operations, or future prospects.

Pro-rata Same Property NOI:

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


	Three months ended March 31,
(in thousands)	2024			2023		Change
Base rent	$	242,684			236,363		6,321
Recoveries from tenants		83,192			79,069		4,123
Percentage rent		7,982			7,671		311
Termination fees		1,443			4,717		(3,274	)
Uncollectible lease income		(1,036	)		1,879		(2,915	)
Other lease income		3,136			2,872		264
Other property income		2,575			2,663		(88	)
Total real estate revenue		339,976			335,234		4,742
Operating and maintenance		56,734			52,744		3,990
Termination expense		70			—		70
Real estate taxes		42,789			42,606		183
Ground rent		3,949			3,436		513
Total real estate operating expenses		103,542			98,786		4,756
Pro-rata same property NOI	$	236,434			236,448		(14	)
Less: Termination fees		1,373			4,717		(3,344	)
Pro-rata same property NOI, excluding termination fees	$	235,061			231,731		3,330
Pro-rata same property NOI growth, excluding termination fees							1.4	%

Real estate revenue increased $4.7 million during the three months ended March 31, 2024, as follows:

•

Base rent increased $6.3 million 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 $4.1 million due to increases in recoverable expenses.

•

Termination fees decreased $3.3 million driven by terminations that were recognized in 2023.

•

Uncollectible lease income changed by $2.9 million primarily driven by higher collections in 2023 of previously reserved amounts which have continued in 2024, but to a lesser degree.

Total real estate operating expense increased $4.8 million as follows:

•

Operating and maintenance increased $4.0 million primarily due to increases in property insurance, common area maintenance and other tenant-recoverable costs.

Same Property Roll-forward:

Our same property pool includes the following property count, Pro-rata GLA, and changes therein:


	Three months ended March 31,
	2024						2023
(GLA in thousands)	Property Count			GLA			Property Count		GLA
Beginning same property count		394			42,135			389		41,383
Acquired properties owned for entirety of comparable periods		4			441			5		771
Developments that reached completion by beginning of earliest comparable period presented		2			175			—		—
Disposed properties		(1	)		(93	)		—		—
SF adjustments (1)		—			123			—		(6	)
Change in intended property use		—			—			1		—
Properties under or being repositioned for redevelopment		1			103			—		—
Ending same property count		400			42,884			395		42,148

(1)

SF adjustments arising from re-measurements or redevelopments.

Nareit FFO, Core Operating Earnings and AFFO:

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


	Three months ended March 31,
(in thousands, except share information)	2024			2023
Reconciliation of Net income attributable to common shareholders to Nareit FFO
Net income attributable to common shareholders	$	106,361			97,281
Adjustments to reconcile to Nareit FFO: (1)
Depreciation and amortization (excluding FF&E)		104,372			89,035
Gain on sale of real estate, net of tax		(11,408	)		(241	)
Exchangeable operating partnership units		642			420
Nareit FFO attributable to common stock and unit holders	$	199,967			186,495
Reconciliation of Nareit FFO to Core Operating Earnings
Nareit Funds From Operations	$	199,967			186,495
Adjustments to reconcile to Core Operating Earnings: (1)
Not Comparable Items
Merger transition costs		2,561			—
Loss on early extinguishment of debt		180			—
Certain Non Cash Items
Straight-line rent		(5,738	)		(2,389	)
Uncollectible straight-line rent		656			(635	)
Above/below market rent amortization, net		(5,467	)		(5,665	)
Debt and derivative mark-to-market amortization		909			(8	)
Core Operating Earnings	$	193,068			177,798
Reconciliation of Core Operating Earnings to AFFO:
Core Operating Earnings	$	193,068			177,798
Adjustments to reconcile to AFFO (1):
Operating capital expenditures		(20,852	)		(17,459	)
Debt cost and derivative adjustments		2,140			1,672
Stock-based compensation		4,640			4,819
AFFO	$	178,996			166,830

(1)

Includes Regency's Pro-rata share of unconsolidated investment partnerships, net of Pro-rata share attributable to noncontrolling interests.

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 March 31,
(in thousands)	2024		2023
Net income attributable to common shareholders	$	106,361		97,281
Less:
Management, transaction, and other fees		6,396		6,038
Other (1)		12,587		9,502
Plus:
Depreciation and amortization		97,585		82,707
General and administrative		26,132		25,280
Other operating expense		2,643		(497	)
Other expense, net		29,214		34,416
Equity in income of investments in real estate excluded from NOI (2)		13,689		11,785
Net income attributable to noncontrolling interests		2,884		1,207
Preferred stock dividends and issuance costs		3,413		—
Pro-rata NOI	$	262,938		236,639
Less non-same property NOI		26,504		191
Pro-rata same property NOI	$	236,434		236,448

(1)

Includes straight-line rental income and expense, net of reserves, above and below market rent amortization, other fees, and noncontrolling interests.

(2)

Includes non-NOI income earned and expenses incurred at our unconsolidated real estate partnerships, including those separated out above for our consolidated properties.

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 mature on January 15, 2034, and were issued at 99.617% of par value with a coupon of 5.25%. We have $250 million of unsecured debt maturing in June 2024, which we intend to pay off by utilizing the proceeds available from the 2024 Notes. In addition, we have $196.1 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 $224.7 million of unrestricted cash, we have the following additional sources of capital available:


(in thousands)	March 31, 2024
ATM program
Original offering amount	$	500,000
Available capacity	$	500,000
Line of credit
Total commitment amount	$	1,500,000
Available capacity (1)	$	1,462,285
Maturity (2)	March 23, 2028

(1)

Net of letters of credit issued against our Line.

(2)

The Company has the option to extend the maturity for two additional six-month periods.

The declaration of dividends is determined quarterly by our Board of Directors. On May 1, 2024, our Board of Directors:

•

Declared a common stock dividend of $0.67 per share, payable on July 3, 2024, to shareholders of record as of June 12, 2024;

•

Declared a dividend on the Series A Preferred Stock, which will be paid at a rate of $0.390625 per share on July 31, 2024. The dividend will be payable to holders of record of the Series A Preferred Stock as of the close of business on July 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 July 31, 2024. The dividend will be payable to holders of record of the Series B Preferred Stock as of the close of business on July 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 three months ended March 31, 2024 and 2023, we generated cash flow from operations of $167.8 million and $162.1 million, respectively, and paid $127.7 million in dividends to our common and preferred stock and unit holders, and $111.6 million in dividends to our common stock and unit holders, in the same respective periods.

We currently have development and redevelopment projects in various stages of construction, along with a pipeline of potential projects for future development or redevelopment. After funding our common and preferred stock dividend payments in April of 2024, we estimate that we will require capital during the next 12 months of approximately $715.5 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 March 31, 2024, 87.6% 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 trailing 12 month fixed charge coverage ratio, including our Pro-rata share of our partnerships, was 4.5x and 4.7x for the periods ended March 31, 2024, and December 31, 2023, respectively, and our Pro-rata net debt and Preferred Stock-to-operating EBITDAre ratio on a trailing 12 month basis was 5.4x during the same periods.

Our Line and unsecured debt require that we remain in compliance with various covenants, which are described in the Notes to Consolidated Financial Statements included in our 2023 Form 10-K. The debt assumed in conjunction with the UBP acquisition contain covenants that are consistent with our existing debt covenants. We were in compliance with these covenants at March 31, 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:


	Three months ended March 31,
(in thousands)	2024			2023			Change
Net cash provided by operating activities	$	167,758			162,099			5,659
Net cash used in investing activities		(142,336	)		(39,050	)		(103,286	)
Net cash provided by (used in) financing activities		113,325			(123,682	)		237,007
Net change in cash, cash equivalents, and restricted cash	$	138,747			(633	)		139,380
Total cash, cash equivalents, and restricted cash	$	230,101			68,143			161,958

Net cash provided by operating activities:

Net cash provided by operating activities increased $5.7 million due to:

•

$3.2 million increase in cash from operations due to timing of receipts and payments, and

•

$2.4 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 $103.3 million as follows:


	Three months ended March 31,
(in thousands)	2024			2023			Change
Cash flows from investing activities:
Real estate development and capital improvements	$	(60,850	)		(44,569	)		(16,281	)
Proceeds from sale of real estate		30,033			3,603			26,430
Proceeds from property insurance casualty claims		4,110			—			4,110
Issuance of notes receivable		(29,830	)		—			(29,830	)
Collection of notes receivable		1,561			—			1,561
Investments in real estate partnerships		(4,156	)		(604	)		(3,552	)
Return of capital from investments in real estate partnerships		3,152			—			3,152
Dividends on investment securities		122			187			(65	)
Acquisition of investment securities		(92,527	)		(2,171	)		(90,356	)
Proceeds from sale of investment securities		6,049			4,504			1,545
Net cash used in investing activities	$	(142,336	)		(39,050	)		(103,286	)

Significant changes in investing activities include:

•

We invested $16.3 million more on real estate development, redevelopment, and capital improvements, as further detailed in a table below.

•

We sold one operating property in 2024 for proceeds of $30.0 million compared to one land parcel in 2023 for proceeds of $3.6 million.

•

We received additional property insurance claim proceeds of $4.1 million in 2024 attributable to a single property that was impacted by a weather event in 2019.

•

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.

•

Investments in real estate partnerships:

In 2024, we invested $4.2 million to fund our share of development and redevelopment activities.

In 2023, we invested $0.6 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 three months ended March 31, 2024 we received $3.2 million from our share of proceeds from debt refinancing activities.

During the same period in 2023, we had no such activity.

•

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, the Company invested approximately $90 million in commercial deposits from the proceeds received from the January public offering of senior unsecured notes.

We plan to continue developing and redeveloping shopping centers for long-term investment. During the three months ended March 31, 2024, we deployed capital of $60.9 million for the development, redevelopment, and improvement of our real estate properties, comprised of the following:


	Three months ended March 31,
(in thousands)	2024		2023		Change
Capital expenditures:
Land acquisitions	$	7,836		—		7,836
Building and tenant improvements		17,914		14,998		2,916
Redevelopment costs		19,938		20,610		(672	)
Development costs		9,113		5,847		3,266
Capitalized interest		1,622		1,224		398
Capitalized direct compensation		4,427		1,890		2,537
Real estate development and capital improvements	$	60,850		44,569		16,281

•

We acquired one land parcel for development in 2024.

•

Building and tenant improvements increased $2.9 million in 2024, primarily related to the timing of capital projects.

•

Redevelopment costs are in line with 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)					March 31, 2024
Property Name	Market	Ownership (3)	Start Date	Estimated Stabilization Year (1)	Estimated / Actual Net Development Costs (2) (3)		GLA (3)		Cost PSF of GLA (2) (3)		% of Costs Incurred

Developments In-Process
Glenwood Green	Metro NYC	70%	Q1-22	2025		46,172		247		187		85	%
Baybrook East - Phase 1B	Houston, TX	50%	Q2-22	2026		10,384		77		135		79	%
Sienna - Phase 1	Houston, TX	75%	Q2-23	2027		9,409		23		409		33	%
The Shops at SunVet	Long Island, NY	100%	Q2-23	2027		86,872		167		520		40	%
The Shops at Stone Bridge	Cheshire, CT	100%	Q1-24	2027		67,387		155		435		13	%
Total Developments In-Process					$	220,224		669		329		43	%

(1)

Estimated Stabilization Year represents the estimated first full calendar year that the project will reach our expected stabilized yield.

(2)

Includes leasing costs and is net of tenant reimbursements.

(3)

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)					March 31, 2024
Property Name	Market	Ownership (3)	Start Date	Estimated Stabilization Year (1)	Estimated Net Project Costs (2) (3)		GLA (3)		% of Costs Incurred

Redevelopments In-Process
The Abbot	Boston, MA	100%	Q2-19	2026	$	59,854		64		93	%
Westbard Square Phase I	Bethesda, MD	100%	Q2-21	2025		39,499		126		77	%
Buckhead Landing	Atlanta, GA	100%	Q2-22	2025		30,859		152		48	%
Bloom on Third (fka Town and Country Center)	Los Angeles, CA	35%	Q4-22	2027		24,525		51		32	%
Mandarin Landing	Jacksonville, FL	100%	Q2-23	2025		16,422		140		32	%
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		21	%
Avenida Biscayne	Miami, FL	100%	Q4-23	2026		22,743		29		14	%
Cambridge Square	Atlanta, GA	100%	Q4-23	2026		15,002		70		4	%
Various Redevelopments	Various	20% - 100%	Various	Various		66,020		1,969		47	%
Total Redevelopments In-Process					$	326,899		3,791		47	%

Redevelopments Completed
Various Properties	Various	100%	Various	Various		3,055		63		90	%
Total Redevelopments Completed					$	3,055		63		90	%

(1)

Estimated Stabilization Year represents the estimated first full calendar year that the project will reach our expected stabilized yield.

(2)

Includes leasing costs and is net of tenant reimbursements.

(3)

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 $237.0 million during 2024, as follows:


	Three months ended March 31,
(in thousands)	2024			2023			Change
Cash flows from financing activities:
Repurchase of common shares in conjunction with equity award plans	$	(8,730	)		(7,066	)		(1,664	)
Common shares repurchased through share repurchase program		—			(20,006	)		20,006
Contributions from limited partners in consolidated partnerships		1,472			738			734
Distributions to limited partners in consolidated partnerships		(4,364	)		—			(4,364	)
Dividend payments and operating partnership distributions		(127,662	)		(111,567	)		(16,095	)
(Repayment of) Proceeds from unsecured credit facilities, net		(122,000	)		30,000			(152,000	)
Proceeds from issuance of fixed rate unsecured notes, net of debt discount		398,468			15,500			382,968
Debt repayment, including early redemption costs		(10,780	)		(31,142	)		20,362
Payment of loan costs		(13,289	)		(141	)		(13,148	)
Proceeds from sale of treasury stock, net		210			2			208
Net cash provided by (used in) financing activities	$	113,325			(123,682	)		237,007

Significant financing activities during the three months ended March 31, 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 $8.7 million and $7.1 million during 2024 and 2023, respectively.

•

During 2023, we paid $20.0 million to repurchase 349,519 shares of our common stock through our Repurchase Program.

•

During 2024, we distributed $4.4 million to limited partners and received $1.5 million in contributions for their share of development funding. During 2023, received $0.7 million net from limited partners, including $1.7 million of contributions from limited partners for their share of debt repayments and development funding, partially offset by $1.0 million in distributions to limited partners.

•

We paid $16.1 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 had $122.0 million in net repayments on our Line,

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

We paid $10.8 million for debt repayments, including:

▪

$3.2 million in principal mortgage payments, and

▪

$7.6 million for repaying one mortgage loan ahead of maturity,

We paid $13.3 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:

$30.0 million in borrowings from our Line to manage working capital needs,

$15.5 million in proceeds from a mortgage refinancing,

We paid $31.1 million for debt repayments, including:

▪

$2.8 million in principal mortgage payments, and

▪

$28.3 million to repay three 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)	March 31, 2024		December 31, 2023		March 31, 2024			December 31, 2023
Number of real estate partnerships		18		18
Regency's ownership	12% - 67%		12% - 67%
Number of properties		101		101
Assets	$	2,697,962		2,689,993	$	987,364			984,027
Liabilities		1,609,140		1,595,271		571,632			565,822
Equity		1,088,822		1,094,722		415,732			418,205
Basis difference						(47,023	)		(47,600	)
Investments in real estate partnerships					$	368,709			370,605

(1)

Pro-rata financial information is not, and is not intended to be, a presentation in accordance with GAAP. However, management believes that providing such information is useful to investors in assessing the impact of its investments in real estate partnership activities on our operations, which includes such items on a single line presentation under the equity method in our Consolidated Financial Statements.

Our equity method investments in real estate partnerships consist of the following:


(in thousands)	Regency's Ownership	March 31, 2024		December 31, 2023
GRI - Regency, LLC (GRIR)	40.00%	$	142,238		144,371
Columbia Regency Retail Partners, LLC (Columbia I)	20.00%		6,946		7,045
Columbia Regency Partners II, LLC (Columbia II)	20.00%		43,103		42,994
Columbia Village District, LLC	30.00%		6,155		6,123
Individual Investors
Ballard Blocks	49.90%		61,718		62,140
Bloom on Third	35.00%		43,099		42,074
Others (1)	11.80% - 66.67%		65,450		65,858
Total Investment in real estate partnerships		$	368,709		370,605

(1)

Includes investments in real estate partnerships acquired as part of the UBP acquisition, which was effective on August 18, 2023.

Notes Payable - Investments in Real Estate Partnerships

Scheduled principal repayments on notes payable held by our investments in real estate partnerships were as follows:


(in thousands)	March 31, 2024
Scheduled Principal Payments and Maturities by Year:	Scheduled Principal Payments		Mortgage Loan Maturities			Unsecured Maturities		Total			Regency’s Pro-Rata Share
2024 (1)	$	2,775		7,008			—		9,783			4,312
2025		6,094		147,064			—		153,158			48,443
2026		7,393		239,397			44,800		291,590			92,308
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)		—		(10,355	)		—		(10,355	)		(3,780	)
Total	$	34,793		1,433,843			44,800		1,513,436			540,107

(1)

Reflects scheduled principal payments and maturities for the remainder of the year.

At March 31, 2024, our investments in real estate partnerships had notes payable of $1.5 billion maturing through 2034, of which 94.8% 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 7.3%, based on rates as of March 31, 2024. These fixed and variable rate notes payable are all non-recourse, and our Pro-rata share was $540.1 million as of March 31, 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 March 31,
(in thousands)	2024		2023
Asset management, property management, leasing, and other transaction fees	$	6,396		6,038

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.

Environmental Matters

We are subject to numerous environmental laws and regulations, which primarily pertain to chemicals historically used by certain current and former dry cleaning and gas station tenants and the existence of asbestos in older shopping centers. We believe that the relatively few tenants who currently operate dry cleaning plants or gas stations do so in accordance with current laws and regulations. Generally, we endeavor to require tenants to remove dry cleaning plants from our shopping centers or convert them to more environmentally friendly systems, in accordance with the terms of our leases. We carry an environmental insurance policy for certain third-party liabilities and, in certain circumstances, remediation costs on shopping centers for currently unknown contamination. We have also secured environmental insurance policies, where appropriate, on a relatively small number of specific properties with known contamination, in order to mitigate our environmental risk. We monitor the shopping centers containing environmental issues and in certain cases voluntarily remediate the sites. We also have legal obligations to remediate certain sites and we are in the process of doing so.

As of March 31, 2024, we had accrued liabilities of $15.9 million for our consolidated environmental remediation, including our Investments in real estate partnerships. We believe that the ultimate remediation of currently known environmental matters will not have a material effect on our financial position, cash flows, or results of operations. We can give no assurance that existing environmental studies on our shopping centers have revealed all potential environmental contamination; that our estimate of liabilities will not change as more information becomes available; that any previous owner, occupant or tenant did not create any material environmental condition not known to us; that the current environmental condition of the shopping centers will not be affected by tenants and occupants, by the condition of nearby properties, or by unrelated third parties; or that changes in applicable environmental laws and regulations or their interpretation will not result in additional environmental liability to us.

Item 3. Quantitative and Qualitative Disclosures about Market Risk

We continuously monitor the capital markets and evaluate our ability to issue new debt, to repay maturing debt, or to fund our commitments. We continue to believe, in light of our credit ratings, the available capacity under our unsecured credit facility, and the number of high quality, unencumbered properties that we own which could collateralize borrowings, we will be able to successfully issue new secured or unsecured debt to fund maturing debt obligations. It is uncertain the degree to which capital market volatility and rising interest rates will adversely impact the interest rates on any new debt that we may issue. Please also refer to the Risk Factors in our Annual Report on Form 10-K for the year ended December 31, 2023, discussed in Item 1A of Part I thereof, and the Risk Factors described in Part II, Item 1A of this Form 10-Q.

Item 4. Controls and Procedures

Controls and Procedures (Regency Centers Corporation)

Under the supervision and with the participation of the Parent Company's management, including its chief executive officer and chief financial officer, the Parent Company conducted an evaluation of its disclosure controls and procedures, as such term is defined under Rule 13a-15(e) and 15d-15(e) promulgated under the Securities Exchange Act of 1934, as amended (the "Exchange Act"). Based on this evaluation, the Parent Company's chief executive officer and chief financial officer concluded that its disclosure controls and procedures were effective as of the end of the periods covered by this quarterly report on Form 10-Q to ensure information required to be disclosed in the reports filed or submitted under the Exchange Act is recorded, processed, summarized and reported, within the time period specified in the SEC's rules and forms. These disclosure controls and procedures include controls and procedures designed to ensure that information required to be disclosed by the Parent Company in the reports it files or submits is accumulated and communicated to management, including its chief executive officer and chief financial officer, as appropriate, to allow timely decisions regarding required disclosure.

There have been no changes in the Parent Company's internal controls over financial reporting identified in connection with this evaluation that occurred during the three months ended March 31, 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 three months ended March 31, 2024 which have materially affected, or are reasonably likely to materially affect, our internal controls over financial reporting.

PART II - OTHER INFORMATION

Item 1. Legal Proceedings

See Note 12 — Commitments and Contingencies in the Notes for discussion regarding material legal proceedings and contingencies. Except as set forth in such discussion, there have been no material developments in legal proceedings as reported in Item 3. “Legal Proceedings” of our 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

During the three months ended March 31, 2024, we issued 7,938 shares of common stock of Regency Centers Corporation in connection with the redemption of common units of Regency Centers, L.P. in reliance on the exemption from registration requirements of the Securities Act of 1933, as amended, afforded by Section 4(a) (2) thereof. There were no other unregistered sales of equity securities during the three months ended March 31, 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 March 31, 2024:


Period	Total number of shares purchased (1)		Average price paid per share (1)		Total number of shares purchased as part of publicly announced plans or programs (2)		Maximum number or approximate dollar value of shares that may yet be purchased under the plans or programs (in thousands) (2)
January 1 through January 31, 2024		15,891	$	62.21		—	$	230,000
February 1 through February 29, 2024		118,032	$	63.42		—	$	230,000
March 1 through March 31, 2024		—	$	—		—	$	230,000

(1)

Represents shares repurchased to cover payment of withholding taxes in connection with restricted stock vesting by participants under Regency’s Long-Term Omnibus Plan.

(2)

Our Board has authorized a common stock repurchase program under which we may purchase, from time to time, up to a maximum of $250 million of our outstanding common stock through open market purchases, and/or in privately negotiated transactions. The timing and price of stock repurchases will be dependent upon market conditions and other factors. Any stock repurchased, if not retired, will be treated as treasury stock. Our stock repurchase program will expire February 7, 2025, unless modified, extended or earlier terminated by the Board.

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 March 31, 2024, 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


4.	Instruments defining the rights of securities holders, including indentures
		4.1	Seventh Supplemental Indenture dated as of January 18, 2024 to the Indenture dated as of December 5, 2001 among RCLP, Regency, as guarantor, and U.S. Bank Trust Company, National Association, as trustee. (incorporated by reference to Exhibit 4.2 to the Company’s Form 8-K filed on January 18, 2024)
		4.2	Form of Global Note for 5.250% Notes due 2034 of Regency Centers, L.P. (incorporated by reference to Exhibit 4.3 to the Company’s Form 8-K filed on January 18, 2024)
		4.3	Guarantee of Regency Centers Corporation (included in the Global Note filed as Exhibit 4.2)


10.	Material Contracts
		10.1	Sixth Amended and Restated Credit Agreement, dated as of January 18, 2024, by and among Regency Centers, L.P., as borrower, Regency Centers Corporation, as guarantor, Wells Fargo Bank, National Association, as Administrative Agent, and certain lenders party thereto.(incorporated by reference to Exhibit 4.1 to the Company’s Form 8-K filed on January 18, 2024)


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.


May 3, 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)


May 3, 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)

REGENCY CENTERS CORP - Quarter Report: 2024 March (Form 10-Q)

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