Cover and table of contents

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, DC 20549

FORM 10-Q

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

For the quarterly period ended September 30, 2021

or

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

For the transition period from to

Commission File Number 1-12298 (Regency Centers Corporation)

Commission File Number 0-24763 (Regency Centers, L.P.)

REGENCY CENTERS CORPORATION

REGENCY CENTERS, L.P.

(Exact name of registrant as specified in its charter)

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

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

Regency Centers Corporation

Title of each class		Trading Symbol		Name of each exchange on which registered
Common Stock, $.01 par value		REG		The Nasdaq Stock Market LLC

Regency Centers, L.P.

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

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

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

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

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

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

Regency Centers Corporation:

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

Regency Centers, L.P.:

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

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

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

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

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

The number of shares outstanding of Regency Centers Corporation’s common stock was 171,213,003 as of November 4, 2021.

EXPLANATORY NOTE

This report combines the quarterly reports on Form 10-Q for the quarter ended September 30, 2021, 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 term “the Company”, “Regency Centers” or “Regency” means 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. The Operating Partnership's capital includes general and limited common Partnership Units (“Units”). As of September 30, 2021, the Parent Company owned approximately 99.6% of the Units in the Operating Partnership. The remaining limited Units are owned by third party investors. 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 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 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 partnership interests 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 is also the co-issuer and guarantees the $200 million of Parent Company debt. The Operating Partnership holds all the assets of the Company and retains the ownership interests in the Company’s joint ventures. Except for net proceeds from public equity issuances by the Parent Company, which are contributed to the Operating Partnership in exchange for partnership units, the Operating Partnership generates all remaining 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 partnership units.

Stockholders’ 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 general and limited common Partnership Units. The limited partners’ 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 stockholders’ equity in noncontrolling interests in the Parent Company’s financial statements.

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 stockholders’ 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 September 30, 2021 and December 31, 2020	1
	Consolidated Statements of Operations for the periods ended September 30, 2021 and 2020	2
	Consolidated Statements of Comprehensive Income for the periods ended September 30, 2021 and 2020	3
	Consolidated Statements of Equity for the periods ended September 30, 2021 and 2020	4
	Consolidated Statements of Cash Flows for the periods ended September 30, 2021 and 2020	6
Regency Centers, L.P.:
	Consolidated Balance Sheets as of September 30, 2021 and December 31, 2020	8
	Consolidated Statements of Operations for the periods ended September 30, 2021 and 2020	9
	Consolidated Statements of Comprehensive Income for the periods ended September 30, 2021 and 2020	10
	Consolidated Statements of Capital for the periods ended September 30, 2021 and 2020	11
	Consolidated Statements of Cash Flows for the periods ended September 30, 2021 and 2020	13
	Notes to Consolidated Financial Statements	15
Item 2.	Management's Discussion and Analysis of Financial Condition and Results of Operations	27
Item 3.	Quantitative and Qualitative Disclosures about Market Risk	50
Item 4.	Controls and Procedures	50
PART II - OTHER INFORMATION
Item 1.	Legal Proceedings	51
Item 1A.	Risk Factors	51
Item 2.	Unregistered Sales of Equity Securities and Use of Proceeds	51
Item 3.	Defaults Upon Senior Securities	51
Item 4.	Mine Safety Disclosures	51
Item 5.	Other Information	51
Item 6.	Exhibits	52
SIGNATURES		53

PART I - FINANCIAL INFORMATION

Item 1. Financial Statements

REGENCY CENTERS CORPORATION

Consolidated Balance Sheets

September 30, 2021 and December 31, 2020

(in thousands, except share data)

		2021				2020
Assets		(unaudited)
Real estate assets, at cost		$	11,302,487				11,101,858
Less: accumulated depreciation			2,149,681				1,994,108
Real estate assets, net			9,152,806				9,107,750
Investments in real estate partnerships			379,704				467,155
Properties held for sale			22,077				33,934
Cash, cash equivalents, and restricted cash, including $3,288 and $2,377 of restricted cash at September 30, 2021 and December 31, 2020, respectively			362,685				378,450
Tenant and other receivables			139,287				143,633
Deferred leasing costs, less accumulated amortization of $116,737 and $113,959 at September 30, 2021 and December 31, 2020, respectively			68,049				67,910
Acquired lease intangible assets, less accumulated amortization of $305,744 and $284,880 at September 30, 2021 and December 31, 2020, respectively			173,926				188,799
Right of use assets, net			284,317				287,827
Other assets			271,052				261,446
Total assets		$	10,853,903				10,936,904
Liabilities and Equity
Liabilities:
Notes payable		$	3,749,273				3,658,405
Unsecured credit facilities			—				264,679
Accounts payable and other liabilities			327,710				302,361
Acquired lease intangible liabilities, less accumulated amortization of $166,590 and $145,966 at September 30, 2021 and December 31, 2020, respectively			361,411				377,712
Lease liabilities			218,776				220,390
Tenants’ security, escrow deposits and prepaid rent			53,269				55,210
Total liabilities			4,710,439				4,878,757
Commitments and contingencies			—				—
Equity:
Stockholders’ equity:
Common stock, $0.01 par value per share, 220,000,000 shares authorized; 171,209,046 and 169,680,138 shares issued at September 30, 2021 and December 31, 2020, respectively			1,712				1,697
Treasury stock at cost, 477,126 and 459,828 shares held at September 30, 2021 and December 31, 2020, respectively			(25,318	)			(24,436	)
Additional paid-in-capital			7,882,613				7,792,082
Accumulated other comprehensive loss			(12,618	)			(18,625	)
Distributions in excess of net income			(1,775,668	)			(1,765,806	)
Total stockholders’ equity			6,070,721				5,984,912
Noncontrolling interests:
Exchangeable operating partnership units, aggregate redemption value of $51,174 and $34,878 at September 30, 2021 and December 31, 2020, respectively			35,612				35,727
Limited partners’ interests in consolidated partnerships			37,131				37,508
Total noncontrolling interests			72,743				73,235
Total equity			6,143,464				6,058,147
Total liabilities and equity		$	10,853,903				10,936,904

See accompanying notes to consolidated financial statements.

REGENCY CENTERS CORPORATION

Consolidated Statements of Operations

(in thousands, except per share data)

(unaudited)

		Three months ended September 30,								Nine months ended September 30,
		2021				2020				2021				2020
Revenues:
Lease income		$	283,303				234,541			$	826,390				731,630
Other property income			4,401				2,261				9,428				7,001
Management, transaction, and other fees			19,671				6,142				33,419				19,084
Total revenues			307,375				242,944				869,237				757,715
Operating expenses:
Depreciation and amortization			75,459				84,808				226,935				259,161
Operating and maintenance			43,468				41,345				135,616				123,746
General and administrative			17,789				19,582				58,263				54,489
Real estate taxes			35,779				35,938				107,392				108,618
Other operating expenses			812				1,208				2,687				5,025
Total operating expenses			173,307				182,881				530,893				551,039
Other expense (income):
Interest expense, net			35,993				40,794				108,741				118,605
Goodwill impairment			—				—				—				132,128
Provision for impairment of real estate			(20	)			—				115				1,014
Gain on sale of real estate, net of tax			(6,719	)			(3,237	)			(38,198	)			(48,690	)
Early extinguishment of debt			—				19,358				—				19,358
Net investment loss (income)			209				(2,046	)			(3,275	)			(1,482	)
Total other expense (income)			29,463				54,869				67,383				220,933
Income (loss) from operations before equity in income of investments in real estate partnerships			104,605				5,194				270,961				(14,257	)
Equity in income of investments in real estate partnerships			14,243				8,116				26,344				22,358
Net income			118,848				13,310				297,305				8,101
Noncontrolling interests:
Exchangeable operating partnership units			(519	)			(57	)			(1,315	)			(29	)
Limited partners’ interests in consolidated partnerships			(923	)			(565	)			(2,438	)			(1,670	)
Income attributable to noncontrolling interests			(1,442	)			(622	)			(3,753	)			(1,699	)
Net income attributable to common stockholders		$	117,406				12,688			$	293,552				6,402
Income per common share - basic		$	0.69				0.07			$	1.73				0.04
Income per common share - diluted		$	0.69				0.07			$	1.72				0.04

See accompanying notes to consolidated financial statements.

REGENCY CENTERS CORPORATION

Consolidated Statements of Comprehensive Income

(in thousands)

(unaudited)

		Three months ended September 30,								Nine months ended September 30,
		2021				2020				2021				2020
Net income		$	118,848				13,310			$	297,305				8,101
Other comprehensive income (loss):
Effective portion of change in fair value of derivative instruments:
Effective portion of change in fair value of derivative instruments			138				(666	)			3,646				(19,187	)
Reclassification adjustment of derivative instruments included in net income			1,040				2,570				3,109				6,479
Unrealized (loss) gain on available-for-sale debt securities			(49	)			53				(263	)			379
Other comprehensive income (loss)			1,129				1,957				6,492				(12,329	)
Comprehensive income (loss)			119,977				15,267				303,797				(4,228	)
Less: comprehensive income attributable to noncontrolling interests:
Net income attributable to noncontrolling interests			1,442				622				3,753				1,699
Other comprehensive income (loss) attributable to noncontrolling interests			89				42				485				(1,106	)
Comprehensive income attributable to noncontrolling interests			1,531				664				4,238				593
Comprehensive income (loss) attributable to the Company		$	118,446				14,603			$	299,559				(4,821	)

See accompanying notes to consolidated financial statements.

REGENCY CENTERS CORPORATION

Consolidated Statements of Equity

For the three months ended September 30, 2021 and 2020

(in thousands, except per share data)

(unaudited)

																										Noncontrolling Interests
		Common Stock				Treasury Stock				Additional Paid In Capital				Accumulated Other Comprehensive Income (Loss)				Distributions in Excess of Net Income				Total Stockholders’ Equity				Exchangeable Operating Partnership Units				Limited Partners’ Interest in Consolidated Partnerships				Total Noncontrolling Interests				Total Equity
Balance at June 30, 2020		$	1,697				(24,597	)			7,785,095				(25,135	)			(1,615,077	)			6,121,983				36,376				38,843				75,219				6,197,202
Net income			—				—				—				—				12,688				12,688				57				565				622				13,310
Other comprehensive loss
Other comprehensive loss before reclassification			—				—				—				(551	)			—				(551	)			(2	)			(60	)			(62	)			(613	)
Amounts reclassified from accumulated other comprehensive loss			—				—				—				2,466				—				2,466				11				93				104				2,570
Deferred compensation plan, net			—				(90	)			297				—				—				207				—				—				—				207
Restricted stock issued, net of amortization			—				—				3,372				—				—				3,372				—				—				—				3,372
Common stock issued for stock based compensation, net			—				—				3				—				—				3				—				—				—				3
Common stock issued under dividend reinvestment plan			—				—				382				—				—				382				—				—				—				382
Common stock issued, net of issuance costs			—				—				(7	)			—				—				(7	)			—				—				—				(7	)
Contributions from partners			—				—				—				—				—				—				—				312				312				312
Distributions to partners			—				—				—				—				—				—				—				(2,211	)			(2,211	)			(2,211	)
Cash dividends declared:
Common stock/unit ($0.595 per share)			—				—				—				—				(100,949	)			(100,949	)			(455	)			—				(455	)			(101,404	)
Balance at September 30, 2020		$	1,697				(24,687	)			7,789,142				(23,220	)			(1,703,338	)			6,039,594				35,987				37,542				73,529				6,113,123
Balance at June 30, 2021		$	1,699				(25,887	)			7,796,699				(13,658	)			(1,791,773	)			5,967,080				35,544				37,407				72,951				6,040,031
Net income			—				—				—				—				117,406				117,406				519				923				1,442				118,848
Other comprehensive income
Other comprehensive income before reclassification			—				—				—				88				—				88				1				—				1				89
Amounts reclassified from accumulated other comprehensive loss			—				—				—				952				—				952				4				84				88				1,040
Deferred compensation plan, net			—				569				(492	)			—				—				77				—				—				—				77
Restricted stock issued, net of amortization			—				—				3,425				—				—				3,425				—				—				—				3,425
Common stock issued for stock based compensation, net			—				—				80				—				—				80				—				—				—				80
Common stock issued under dividend reinvestment plan			—				—				404				—				—				404				—				—				—				404
Common stock issued, net of issuance costs			13				—				82,497				—				—				82,510				—				—				—				82,510
Distributions to partners			—				—				—				—				—				—				—				(1,283	)			(1,283	)			(1,283	)
Cash dividends declared:
Common stock/unit ($0.595 per share)			—				—				—				—				(101,301	)			(101,301	)			(456	)			—				(456	)			(101,757	)
Balance at September 30, 2021		$	1,712				(25,318	)			7,882,613				(12,618	)			(1,775,668	)			6,070,721				35,612				37,131				72,743				6,143,464

See accompanying notes to consolidated financial statements.

REGENCY CENTERS CORPORATION

Consolidated Statements of Equity

For the nine months ended September 30, 2021 and 2020

(in thousands, except per share data)

(unaudited)

																										Noncontrolling Interests
		Common Stock				Treasury Stock				Additional Paid In Capital				Accumulated Other Comprehensive Income (Loss)				Distributions in Excess of Net Income				Total Stockholders’ Equity				Exchangeable Operating Partnership Units				Limited Partners’ Interest in Consolidated Partnerships				Total Noncontrolling Interests				Total Equity
Balance at December 31, 2019		$	1,676				(23,199	)			7,654,930				(11,997	)			(1,408,062	)			6,213,348				36,100				40,513				76,613				6,289,961
Net (loss) income			—				—				—				—				6,402				6,402				29				1,670				1,699				8,101
Other comprehensive loss
Other comprehensive loss before reclassification			—				—				—				(17,505	)			—				(17,505	)			(79	)			(1,224	)			(1,303	)			(18,808	)
Amounts reclassified from accumulated other comprehensive loss			—				—				—				6,282				—				6,282				28				169				197				6,479
Deferred compensation plan, net			—				(1,488	)			1,695				—				—				207				—				—				—				207
Restricted stock issued, net of amortization			2				—				10,962				—				—				10,964				—				—				—				10,964
Common stock repurchased for taxes withheld for stock based compensation, net			—				—				(5,172	)			—				—				(5,172	)			—				—				—				(5,172	)
Common stock issued under dividend reinvestment plan			—				—				1,138				—				—				1,138				—				—				—				1,138
Common stock issued, net of issuance costs			19				—				125,589				—				—				125,608				—				—				—				125,608
Contributions from partners			—				—				—				—				—				—				—				443				443				443
Issuance of exchangeable operating partnership units			—				—				—				—				—				—				1,275				—				1,275				1,275
Distributions to partners			—				—				—				—				—				—				—				(4,029	)			(4,029	)			(4,029	)
Cash dividends declared:
Common stock/unit ($1.785 per share)			—				—				—				—				(301,678	)			(301,678	)			(1,366	)			—				(1,366	)			(303,044	)
Balance at September 30, 2020		$	1,697				(24,687	)			7,789,142				(23,220	)			(1,703,338	)			6,039,594				35,987				37,542				73,529				6,113,123
Balance at December 31, 2020		$	1,697				(24,436	)			7,792,082				(18,625	)			(1,765,806	)			5,984,912				35,727				37,508				73,235				6,058,147
Net income			—				—				—				—				293,552				293,552				1,315				2,438				3,753				297,305
Other comprehensive income
Other comprehensive income before reclassification			—				—				—				3,157				—				3,157				16				210				226				3,383
Amounts reclassified from accumulated other comprehensive loss			—				—				—				2,850				—				2,850				12				247				259				3,109
Deferred compensation plan, net			—				(882	)			959				—				—				77				—				—				—				77
Restricted stock issued, net of amortization			2				—				9,466				—				—				9,468				—				—				—				9,468
Common stock repurchased for taxes withheld for stock based compensation, net			—				—				(3,662	)			—				—				(3,662	)			—				—				—				(3,662	)
Common stock issued under dividend reinvestment plan			—				—				1,172				—				—				1,172				—				—				—				1,172
Common stock issued for partnership units exchanged			—				—				99				—				—				99				(99	)			—				(99	)			—
Common stock issued, net of issuance costs			13				—				82,497				—				—				82,510				—				—				—				82,510
Distributions to partners			—				—				—				—				—				—				—				(3,272	)			(3,272	)			(3,272	)
Cash dividends declared:
Common stock/unit ($1.785 per share)			—				—				—				—				(303,414	)			(303,414	)			(1,359	)			—				(1,359	)			(304,773	)
Balance at September 30, 2021		$	1,712				(25,318	)			7,882,613				(12,618	)			(1,775,668	)			6,070,721				35,612				37,131				72,743				6,143,464

See accompanying notes to consolidated financial statements.

REGENCY CENTERS CORPORATION

Consolidated Statements of Cash Flows

For the nine months ended September 30, 2021 and 2020

(in thousands)

(unaudited)

		2021				2020
Cash flows from operating activities:
Net income		$	297,305				8,101
Adjustments to reconcile net income to net cash provided by operating activities:
Depreciation and amortization			226,935				259,161
Amortization of deferred loan costs and debt premiums			4,608				7,566
(Accretion) and amortization of above and below market lease intangibles, net			(17,244	)			(29,847	)
Stock-based compensation, net of capitalization			9,272				10,654
Equity in income of investments in real estate partnerships			(26,344	)			(22,358	)
Gain on sale of real estate, net of tax			(38,198	)			(48,690	)
Provision for impairment of real estate, net of tax			115				1,014
Goodwill impairment			—				132,128
Early extinguishment of debt			—				19,358
Distribution of earnings from investments in real estate partnerships			54,310				32,659
Settlement of derivative instruments			(2,472	)			—
Deferred compensation expense			2,707				1,381
Realized and unrealized (gain) loss on investments			(3,177	)			(1,427	)
Changes in assets and liabilities:
Tenant and other receivables			(8,659	)			4,072
Deferred leasing costs			(7,103	)			(4,999	)
Other assets			(6,932	)			(7,670	)
Accounts payable and other liabilities			25,879				20,223
Tenants’ security, escrow deposits and prepaid rent			(2,524	)			(6,737	)
Net cash provided by operating activities			508,478				374,589
Cash flows from investing activities:
Acquisition of operating real estate, net of cash acquired of $2,991 in 2021			(78,611	)			(16,867	)
Advance deposits refunded on acquisition of operating real estate			500				100
Real estate development and capital improvements			(120,827	)			(149,293	)
Proceeds from sale of real estate			131,861				125,539
Issuance of notes receivable			(20	)			(551	)
Investments in real estate partnerships			(21,788	)			(47,957	)
Return of capital from investments in real estate partnerships			86,449				23,235
Dividends on investment securities			125				193
Acquisition of investment securities			(22,422	)			(10,580	)
Proceeds from sale of investment securities			23,162				10,659
Net cash used in investing activities			(1,571	)			(65,522	)
Cash flows from financing activities:
Net proceeds from common stock issuance			82,510				125,608
Repurchase of common shares in conjunction with equity award plans			(4,066	)			(5,512	)
Proceeds from sale of treasury stock			96				269
Distributions to limited partners in consolidated partnerships, net			(3,272	)			(2,193	)
Distributions to exchangeable operating partnership unit holders			(1,363	)			(1,366	)
Dividends paid to common stockholders			(301,897	)			(300,538	)
Repayment of fixed rate unsecured notes			—				(300,000	)
Proceeds from issuance of fixed rate unsecured notes, net			—				598,830
Proceeds from unsecured credit facilities			—				610,000
Repayment of unsecured credit facilities			(265,000	)			(830,000	)
Repayment of notes payable			(13,764	)			(3,891	)
Scheduled principal payments			(8,448	)			(8,149	)
Payment of loan costs			(7,468	)			(5,063	)
Early redemption costs			—				(21,748	)
Net cash used in financing activities			(522,672	)			(143,753	)
Net (decrease) increase in cash and cash equivalents and restricted cash			(15,765	)			165,314
Cash and cash equivalents and restricted cash at beginning of the period			378,450				115,562
Cash and cash equivalents and restricted cash at end of the period		$	362,685				280,876

See accompanying notes to consolidated financial statements.

REGENCY CENTERS CORPORATION

Consolidated Statements of Cash Flows

For the nine months ended September 30, 2021 and 2020

(in thousands)

(unaudited)

		2021				2020
Supplemental disclosure of cash flow information:
Cash paid for interest (net of capitalized interest of $3,012 and $3,590 in 2021 and 2020, respectively)		$	113,647				121,307
Cash paid for income taxes, net of refunds		$	358				898
Supplemental disclosure of non-cash transactions:
Acquisition of real estate previously held within investments in real estate partnerships		$	(4,609	)			5,986
Mortgage loans assumed by Company with the acquisition of real estate		$	111,090				16,359
Mortgage loan assumed by purchaser with the sale of real estate		$	—				8,250
Common stock issued for partnership units exchanged		$	99				—
Real estate received in lieu of promote interest		$	13,589				—
Exchangeable operating partnership units issued for acquisition of real estate		$	—				1,275
Change in accrued capital expenditures		$	5,830				16,276
Common stock issued under dividend reinvestment plan		$	1,172				1,138
Stock-based compensation capitalized		$	600				650
Common stock and exchangeable operating partnership dividends declared but not paid		$	101,753				—
(Distributions to) contributions from limited partners in consolidated partnerships, net		$	—				(1,420	)
Common stock issued for dividend reinvestment in trust		$	826				819
Contribution of stock awards into trust		$	1,416				1,439
Distribution of stock held in trust		$	966				442
Change in fair value of securities		$	334				288

See accompanying notes to consolidated financial statements.

REGENCY CENTERS, L.P.

Consolidated Balance Sheets

September 30, 2021 and December 31, 2020

(in thousands, except unit data)

		2021				2020
Assets		(unaudited)
Real estate assets, at cost		$	11,302,487				11,101,858
Less: accumulated depreciation			2,149,681				1,994,108
Real estate assets, net			9,152,806				9,107,750
Investments in real estate partnerships			379,704				467,155
Properties held for sale			22,077				33,934
Cash, cash equivalents, and restricted cash, including $3,288 and $2,377 of restricted cash at September 30, 2021 and December 31, 2020, respectively			362,685				378,450
Tenant and other receivables			139,287				143,633
Deferred leasing costs, less accumulated amortization of $116,737 and $113,959 at September 30, 2021 and December 31, 2020, respectively			68,049				67,910
Acquired lease intangible assets, less accumulated amortization of $305,744 and $284,880 at September 30, 2021 and December 31, 2020, respectively			173,926				188,799
Right of use assets, net			284,317				287,827
Other assets			271,052				261,446
Total assets		$	10,853,903				10,936,904
Liabilities and Capital
Liabilities:
Notes payable		$	3,749,273				3,658,405
Unsecured credit facilities			—				264,679
Accounts payable and other liabilities			327,710				302,361
Acquired lease intangible liabilities, less accumulated amortization of $166,590 and $145,966 at September 30, 2021 and December 31, 2020, respectively			361,411				377,712
Lease liabilities			218,776				220,390
Tenants’ security, escrow deposits and prepaid rent			53,269				55,210
Total liabilities			4,710,439				4,878,757
Commitments and contingencies			—				—
Capital:
Partners’ capital:
General partner; 171,209,046 and 169,680,138 units outstanding at September 30, 2021 and December 31, 2020, respectively			6,083,339				6,003,537
Limited partners; 760,046 and 765,046 units outstanding at September 30, 2021 and December 31, 2020, respectively			35,612				35,727
Accumulated other comprehensive (loss)			(12,618	)			(18,625	)
Total partners’ capital			6,106,333				6,020,639
Noncontrolling interest: Limited partners’ interests in consolidated partnerships			37,131				37,508
Total capital			6,143,464				6,058,147
Total liabilities and capital		$	10,853,903				10,936,904

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 September 30,								Nine months ended September 30,
		2021				2020				2021				2020
Revenues:
Lease income		$	283,303				234,541			$	826,390				731,630
Other property income			4,401				2,261				9,428				7,001
Management, transaction, and other fees			19,671				6,142				33,419				19,084
Total revenues			307,375				242,944				869,237				757,715
Operating expenses:
Depreciation and amortization			75,459				84,808				226,935				259,161
Operating and maintenance			43,468				41,345				135,616				123,746
General and administrative			17,789				19,582				58,263				54,489
Real estate taxes			35,779				35,938				107,392				108,618
Other operating expenses			812				1,208				2,687				5,025
Total operating expenses			173,307				182,881				530,893				551,039
Other expense (income):
Interest expense, net			35,993				40,794				108,741				118,605
Goodwill impairment			—				—				—				132,128
Provision for impairment of real estate			(20	)			—				115				1,014
Gain on sale of real estate, net of tax			(6,719	)			(3,237	)			(38,198	)			(48,690	)
Early extinguishment of debt			—				19,358				—				19,358
Net investment loss (income)			209				(2,046	)			(3,275	)			(1,482	)
Total other expense (income)			29,463				54,869				67,383				220,933
Income (loss) from operations before equity in income of investments in real estate partnerships			104,605				5,194				270,961				(14,257	)
Equity in income of investments in real estate partnerships			14,243				8,116				26,344				22,358
Net income			118,848				13,310				297,305				8,101
Limited partners’ interests in consolidated partnerships			(923	)			(565	)			(2,438	)			(1,670	)
Net income attributable to common unit holders		$	117,925				12,745			$	294,867				6,431
Income per common share - basic		$	0.69				0.07			$	1.73				0.04
Income per common share - diluted		$	0.69				0.07			$	1.72				0.04

See accompanying notes to consolidated financial statements.

REGENCY CENTERS, L.P.

Consolidated Statements of Comprehensive Income

(in thousands)

(unaudited)

		Three months ended September 30,								Nine months ended September 30,
		2021				2020				2021				2020
Net income		$	118,848				13,310			$	297,305				8,101
Other comprehensive income (loss):
Effective portion of change in fair value of derivative instruments:
Effective portion of change in fair value of derivative instruments			138				(666	)			3,646				(19,187	)
Reclassification adjustment of derivative instruments included in net income			1,040				2,570				3,109				6,479
Unrealized (loss) gain on available-for-sale debt securities			(49	)			53				(263	)			379
Other comprehensive income (loss)			1,129				1,957				6,492				(12,329	)
Comprehensive income (loss)			119,977				15,267				303,797				(4,228	)
Less: comprehensive income attributable to noncontrolling interests:
Net income attributable to noncontrolling interests			923				565				2,438				1,670
Other comprehensive income (loss) attributable to noncontrolling interests			84				33				457				(1,055	)
Comprehensive income attributable to noncontrolling interests			1,007				598				2,895				615
Comprehensive income (loss) attributable to the Partnership		$	118,970				14,669			$	300,902				(4,843	)

See accompanying notes to consolidated financial statements.

REGENCY CENTERS, L.P.

Consolidated Statements of Capital

For the three months ended September 30, 2021 and 2020

(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 June 30, 2020		$	6,147,118				36,376				(25,135	)			6,158,359				38,843				6,197,202
Net income			12,688				57				—				12,745				565				13,310
Other comprehensive loss
Other comprehensive loss before reclassification			—				(2	)			(551	)			(553	)			(60	)			(613	)
Amounts reclassified from accumulated other comprehensive loss			—				11				2,466				2,477				93				2,570
Deferred compensation plan, net			207				—				—				207				—				207
Contributions from partners			—				—				—				—				312				312
Distributions to partners			(100,949	)			(455	)			—				(101,404	)			(2,211	)			(103,615	)
Restricted units issued as a result of restricted stock issued by Parent Company, net of amortization			3,372				—				—				3,372				—				3,372
Common units repurchased and retired as a result of common stock repurchased and retired by Parent Company			(7	)			—				—				(7	)			—				(7	)
Common units issued as a result of common stock issued by Parent Company, net of redemptions			385				—				—				385				—				385
Balance at September 30, 2020		$	6,062,814				35,987				(23,220	)			6,075,581				37,542				6,113,123
Balance at June 30, 2021		$	5,980,738				35,544				(13,658	)			6,002,624				37,407				6,040,031
Net income			117,406				519				—				117,925				923				118,848
Other comprehensive income
Other comprehensive income before reclassification			—				1				88				89				—				89
Amounts reclassified from accumulated other comprehensive loss			—				4				952				956				84				1,040
Deferred compensation plan, net			77				—				—				77				—				77
Distributions to partners			(101,301	)			(456	)			—				(101,757	)			(1,283	)			(103,040	)
Restricted units issued as a result of restricted stock issued by Parent Company, net of amortization			3,425				—				—				3,425				—				3,425
Common units issued as a result of common stock issued by Parent Company, net of redemptions			82,510				—				—				82,510				—				82,510
Common units repurchased as a result of common stock repurchased by Parent Company, net of issuances			484				—				—				484				—				484
Balance at September 30, 2021		$	6,083,339				35,612				(12,618	)			6,106,333				37,131				6,143,464

See accompanying notes to consolidated financial statements.

REGENCY CENTERS, L.P.

Consolidated Statements of Capital

For the nine months ended September 30, 2021 and 2020

(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, 2019		$	6,225,345				36,100				(11,997	)			6,249,448				40,513				6,289,961
Net (loss) income			6,402				29				—				6,431				1,670				8,101
Other comprehensive loss
Other comprehensive loss before reclassification			—				(79	)			(17,505	)			(17,584	)			(1,224	)			(18,808	)
Amounts reclassified from accumulated other comprehensive loss			—				28				6,282				6,310				169				6,479
Deferred compensation plan, net			207				—				—				207				—				207
Contributions from partners			—				—				—				—				443				443
Issuance of exchangeable operating partnership units			—				1,275				—				1,275				—				1,275
Distributions to partners			(301,678	)			(1,366	)			—				(303,044	)			(4,029	)			(307,073	)
Restricted units issued as a result of restricted stock issued by Parent Company, net of amortization			10,964				—				—				10,964				—				10,964
Common units issued as a result of common stock issued by Parent Company, net of issuance costs			125,608				—				—				125,608				—				125,608
Common units repurchased as a result of common stock repurchased by Parent Company, net of issuances			(4,034	)			—				—				(4,034	)			—				(4,034	)
Balance at September 30, 2020		$	6,062,814				35,987				(23,220	)			6,075,581				37,542				6,113,123
Balance at December 31, 2020		$	6,003,537				35,727				(18,625	)			6,020,639				37,508				6,058,147
Net income			293,552				1,315				—				294,867				2,438				297,305
Other comprehensive income
Other comprehensive income before reclassification			—				16				3,157				3,173				210				3,383
Amounts reclassified from accumulated other comprehensive income			—				12				2,850				2,862				247				3,109
Deferred compensation plan, net			77				—				—				77				—				77
Distributions to partners			(303,414	)			(1,359	)			—				(304,773	)			(3,272	)			(308,045	)
Restricted units issued as a result of restricted stock issued by Parent Company, net of amortization			9,468				—				—				9,468				—				9,468
Common units issued as a result of common stock issued by Parent Company, net of issuance costs			82,510				—				—				82,510				—				82,510
Common units repurchased as a result of common stock repurchased by Parent Company, net of issuances			(2,490	)			—				—				(2,490	)			—				(2,490	)
Common unit exchanged for common stock of Parent Company			99				(99	)			—				—				—				—
Balance at September 30, 2021		$	6,083,339				35,612				(12,618	)			6,106,333				37,131				6,143,464

See accompanying notes to consolidated financial statements.

REGENCY CENTERS, L.P.

Consolidated Statem****ents of Cash Flows

For the nine months ended September 30, 2021 and 2020

(in thousands)

(unaudited)

		2021				2020
Cash flows from operating activities:
Net income		$	297,305				8,101
Adjustments to reconcile net income to net cash provided by operating activities:
Depreciation and amortization			226,935				259,161
Amortization of deferred loan costs and debt premiums			4,608				7,566
(Accretion) and amortization of above and below market lease intangibles, net			(17,244	)			(29,847	)
Stock-based compensation, net of capitalization			9,272				10,654
Equity in income of investments in real estate partnerships			(26,344	)			(22,358	)
Gain on sale of real estate, net of tax			(38,198	)			(48,690	)
Provision for impairment of real estate, net of tax			115				1,014
Goodwill impairment			—				132,128
Early extinguishment of debt			—				19,358
Distribution of earnings from investments in real estate partnerships			54,310				32,659
Settlement of derivative instruments			(2,472	)			—
Deferred compensation expense			2,707				1,381
Realized and unrealized (gain) loss on investments			(3,177	)			(1,427	)
Changes in assets and liabilities:
Tenant and other receivables			(8,659	)			4,072
Deferred leasing costs			(7,103	)			(4,999	)
Other assets			(6,932	)			(7,670	)
Accounts payable and other liabilities			25,879				20,223
Tenants’ security, escrow deposits and prepaid rent			(2,524	)			(6,737	)
Net cash provided by operating activities			508,478				374,589
Cash flows from investing activities:
Acquisition of operating real estate, net of cash acquired of $2,991 in 2021			(78,611	)			(16,867	)
Advance deposits refunded on acquisition of operating real estate			500				100
Real estate development and capital improvements			(120,827	)			(149,293	)
Proceeds from sale of real estate			131,861				125,539
Issuance of notes receivable			(20	)			(551	)
Investments in real estate partnerships			(21,788	)			(47,957	)
Return of capital from investments in real estate partnerships			86,449				23,235
Dividends on investment securities			125				193
Acquisition of investment securities			(22,422	)			(10,580	)
Proceeds from sale of investment securities			23,162				10,659
Net cash used in investing activities			(1,571	)			(65,522	)
Cash flows from financing activities:
Net proceeds from common stock issuance			82,510				125,608
Repurchase of common shares in conjunction with equity award plans			(4,066	)			(5,512	)
Proceeds from sale of treasury stock			96				269
Distributions to limited partners in consolidated partnerships, net			(3,272	)			(2,193	)
Distributions to partners			(303,260	)			(301,904	)
Repayment of fixed rate unsecured notes			—				(300,000	)
Proceeds from issuance of fixed rate unsecured notes, net			—				598,830
Proceeds from unsecured credit facilities			—				610,000
Repayment of unsecured credit facilities			(265,000	)			(830,000	)
Repayment of notes payable			(13,764	)			(3,891	)
Scheduled principal payments			(8,448	)			(8,149	)
Payment of loan costs			(7,468	)			(5,063	)
Early redemption costs			—				(21,748	)
Net cash used in financing activities			(522,672	)			(143,753	)
Net (decrease) increase in cash and cash equivalents and restricted cash			(15,765	)			165,314
Cash and cash equivalents and restricted cash at beginning of the period			378,450				115,562
Cash and cash equivalents and restricted cash at end of the period		$	362,685				280,876

See accompanying notes to consolidated financial statements.

REGENCY CENTERS, L.P.

Consolidated Statements of Cash Flows

For the nine months ended September 30, 2021 and 2020

(in thousands)

(unaudited)

		2021				2020
Supplemental disclosure of cash flow information:
Cash paid for interest (net of capitalized interest of $3,012 and $3,590 in 2021 and 2020, respectively)		$	113,647				121,307
Cash paid for income taxes, net of refunds		$	358				898
Supplemental disclosure of non-cash transactions:
Acquisition of real estate previously held within investments in real estate partnerships		$	(4,609	)			5,986
Mortgage loans assumed by Company with the acquisition of real estate		$	111,090				16,359
Mortgage loan assumed by purchaser with the sale of real estate		$	—				8,250
Common stock issued by Parent Company for partnership units exchanged		$	99				—
Real estate received in lieu of promote interest		$	13,589				—
Exchangeable operating partnership units issued for acquisition of real estate		$	—				1,275
Change in accrued capital expenditures		$	5,830				16,276
Common stock issued by Parent Company for dividend reinvestment plan		$	1,172				1,138
Stock-based compensation capitalized		$	600				650
Common stock and exchangeable operating partnership dividends declared but not paid		$	101,753				—
(Distributions to) contributions from limited partners in consolidated partnerships, net		$	—				(1,420	)
Common stock issued for dividend reinvestment in trust		$	826				819
Contribution of stock awards into trust		$	1,416				1,439
Distribution of stock held in trust		$	966				442
Change in fair value of securities		$	334				288

See accompanying notes to consolidated financial statements.

REGENCY CENTERS CORPORATION AND REGENCY CENTERS, L.P.

Notes to Unaudited Consolidated Financial Statements

September 30, 2021

1.	Organization and Significant Accounting Policies

General

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

As of September 30, 2021, the Parent Company, the Operating Partnership, and their controlled subsidiaries on a consolidated basis owned 298 properties and held partial interests in an additional 104 properties through unconsolidated Investments in real estate partnerships (also referred to as “joint ventures” or “investment partnerships”).

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.

COVID-19 Update

The COVID-19 pandemic continues to impact the Company’s business performance as it relates to occupancy and leasing volumes and how revenue recognition is impacted by rent collections and tenant credit risk. Rent collection rates since the pandemic began have been lower than historical pre-pandemic averages, but have steadily increased during 2021 since a low point in the second quarter of 2020. Collection rates may remain lower than historical pre-pandemic averages for the foreseeable future. The success of tenants and their ability to pay rent continue to be significantly influenced by other pandemic-related challenges such as rising costs, labor shortages, supply chain constraints, reduced in-store sales, as well as mask and vaccine mandates, and the effectiveness of vaccines against variants of the COVID-19 virus. The extent to which the COVID-19 pandemic continues to impact the Company’s financial condition, results of operations, and cash flows continues to depend on future developments that may emerge concerning the severity of COVID-19 variants.

Consolidation

The Company consolidates properties that are wholly-owned and properties where it owns less than 100%, but which it has control over the activities most important to the overall success of the partnership. Control is determined using an evaluation based on accounting standards related to the consolidation of Variable Interest Entities (“VIEs”) and voting interest entities.

Ownership of the Operating Partnership

The Operating Partnership’s capital includes general and limited common Partnership Units. As of September 30, 2021, the Parent Company owned approximately 99.6% of the outstanding common Partnership Units of the Operating Partnership, with the remaining limited common Partnership Units held by third parties (“Exchangeable operating partnership units” or “EOP units”). Each EOP unit is exchangeable for cash or one share of common stock of the Parent Company, at the discretion of the Parent Company, and the unit holder cannot require redemption in cash or other assets. The Parent Company has evaluated the conditions as specified under Accounting Standards Codification (“ASC”) Topic 480, Distinguishing Liabilities from Equity as it relates to exchangeable operating partnership units outstanding and concluded that it has the right to satisfy the redemption requirements of the units by delivering unregistered common stock. Accordingly, the Parent Company classifies EOP units as permanent equity in the accompanying Consolidated Balance Sheets and Consolidated Statements of Equity and Comprehensive Income. The Parent Company serves as general partner of the Operating Partnership. The EOP unit holders have limited rights over the Operating Partnership such that they do not have the power to direct the activities of the Operating Partnership. As such, the Operating Partnership is considered a VIE, and the Parent Company, which consolidates it, is the primary beneficiary. The Parent Company’s only investment is the Operating Partnership. Net income and distributions of the Operating Partnership are allocable to the general and limited common Partnership Units in accordance with their ownership percentages.

REGENCY CENTERS CORPORATION AND REGENCY CENTERS, L.P.

Notes to Unaudited Consolidated Financial Statements

September 30, 2021

Real Estate Partnerships

As of September 30, 2021, Regency had a partial ownership interest in 114 properties through partnerships, of which 10 are consolidated into the Company's financial statements. Regency's partners include institutional investors and other real estate developers and/or operators (the “Partners” or “limited partners”). Regency has a variable interest in these entities through its equity interests, with Regency the primary beneficiary in certain of these real estate partnerships. As such, Regency consolidates the partnerships into its financial statements for which it is the primary beneficiary and reports the limited partners’ interests as Noncontrolling interests. For those partnerships which Regency is not the primary beneficiary and does not control, but has significant influence, Regency recognizes its investment in them using the equity method of accounting.

The assets of these partnerships are restricted to the use of the partnerships and cannot be used by general creditors of the Company. And similarly, the obligations of the partnerships can only be settled by the assets of these partnerships or additional contributions by the partners.

The major classes of assets, liabilities, and non-controlling equity interests held by the Company's consolidated VIEs, exclusive of the Operating Partnership, are as follows:

(in thousands)		September 30, 2021				December 31, 2020
Assets
Net real estate investments		$	237,232				127,240
Cash, cash equivalents and restricted cash			23,587				4,496
Liabilities
Notes payable			64,434				6,340
Equity
Limited partners’ interests in consolidated partnerships			28,057				28,685

Revenues and Other Receivables

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

				Three months ended September 30,								Nine months ended September 30,
(in thousands)		Timing of satisfaction of performance obligations		2021				2020				2021				2020
Management, transaction and other fees:
Property management services		Over time			3,450				3,598				10,974				10,830
Asset management services		Over time			1,709				1,657				5,143				5,250
Leasing services		Point in time			879				708				3,066				1,948
Other transaction fees		Point in time			13,633		(1)		179				14,236		(1)		1,056
Total management, transaction, and other fees				$	19,671				6,142			$	33,419				19,084

(1)	Includes $13.6 million of promote income earned for exceeding partnership return thresholds resulting from the Company's performance as managing member. This consideration was paid in the form of a real estate asset. See note 2.

The accounts receivable for management services, which are included within Tenant and other receivables in the accompanying Consolidated Balance Sheets, are $11.4 million and $9.9 million, as of September 30, 2021 and December 31, 2020, respectively.

REGENCY CENTERS CORPORATION AND REGENCY CENTERS, L.P.

Notes to Unaudited Consolidated Financial Statements

September 30, 2021

Recent Accounting Pronouncements

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

Standard		Description		Date of adoption		Effect on the financial statements or other significant matters
Recently adopted:
ASU 2019-12, Income Taxes (Topic 740): Simplifying the Accounting for Income Taxes		The amendments in this update simplify the accounting for income taxes by removing certain exceptions to the general principles in Topic 740, Income Taxes, and also improve consistent application of and simplify GAAP for other areas of Topic 740 by clarifying and amending existing guidance. Notable changes and clarifications of potential impact include income-based franchise taxes being considered income tax, of which the Company has none, and interim period recognition of enacted changes in tax laws or rates, which is consistent with the Company’s existing practice.		January 2021		The adoption of this standard did not have a material impact to the Company’s financial condition, results of operations, cash flows or related footnote disclosures.
Not yet adopted:
ASU 2021-05, Leases (Topic 842): Lessors - Certain Leases with Variable Lease Payments		The amendments in this update affect lessor lease classification. Lessors should classify and account for a lease as an operating lease if both of the following criteria are met: (1) have variable lease payments that do not depend on a reference index or a rate and (2) would have resulted in the recognition of a selling loss at lease commencement if classified as sales-type or direct financing. This update should result in similar treatment under the current Topic 842 as under the previous Topic 840.		January 2022		The adoption of this standard is not expected to have a material impact to the Company’s financial condition, results of operations, cash flows or related footnote disclosures as the Company’s customary lease terms do not result in sales-type or direct financing classification, although future leases may.

REGENCY CENTERS CORPORATION AND REGENCY CENTERS, L.P.

Notes to Unaudited Consolidated Financial Statements

September 30, 2021

2.	Real Estate Investments

The following tables detail consolidated shopping centers acquired during the periods set forth below:

(in thousands)				Nine months ended September 30, 2021
Date Purchased		Property Name		City/State		Property Type		Ownership		Purchase Price (1)				Debt Assumed, Net of Premiums				Intangible Assets				Intangible Liabilities
7/30/2021		Willa Springs		Winter Springs, FL		Operating		100%		$	34,500				17,682				1,562				643
8/1/2021		Dunwoody Hall		Dunwoody, GA		Operating		100%			32,000				14,612				2,255				973
8/1/2021		Alden Bridge		Woodlands, TX		Operating		100%			43,000				27,529				3,198				2,308
8/1/2021		Hasley Canyon Village		Castaic, CA		Operating		100%			31,000				16,941				2,037				—
8/1/2021		Shiloh Springs		Garland, TX		Operating		100%			19,500				—				1,825				1,079
8/1/2021		Bethany Park Place		Allen, TX		Operating		100%			18,000				10,800				996				1,732
8/1/2021		Blossom Valley		Mountain View, CA		Operating		100%			44,000				23,611				2,895				732
Total property acquisitions										$	222,000				111,175				14,768				7,467

(1)	The purchase prices, presented above, reflect the price for 100% of each property which were part of the seven property USAA portfolio purchase. The basis allocated to Real estate assets was $192.9 million which is net of the Company's carryover basis related to its 20% previously owned equity interest in the partnership.

(in thousands)				Nine months ended September 30, 2020
Date Purchased		Property Name		City/State		Property Type		Ownership		Purchase Price				Debt Assumed, Net of Premiums				Intangible Assets				Intangible Liabilities
1/1/20		Country Walk Plaza (1)		Miami, FL		Operating		100%		$	39,625				16,359				3,294				2,452

(1)	The purchase price presented above reflects the price for 100% of the property, of which the Company previously owned a 30% equity interest prior to acquiring the partner’s interest and gaining control.

3.	Property Dispositions

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

		Three months ended September 30,								Nine months ended September 30,
(in thousands, except number sold data)		2021				2020				2021				2020
Net proceeds from sale of real estate investments		$	24,284				9,925			$	131,861				125,539
Gain on sale of real estate, net of tax			6,719				3,237				38,198				48,690
Provision for impairment of real estate sold			(20	)			—				115				571
Number of operating properties sold			—				—				6				3
Number of land parcels sold			3				4				4				8
Percent interest sold		100%				70% - 100%				100%				50% - 100%

At September 30, 2021, the Company also had one operating property and one land parcel classified within Properties held for sale on the Consolidated Balance Sheets.

REGENCY CENTERS CORPORATION AND REGENCY CENTERS, L.P.

Notes to Unaudited Consolidated Financial Statements

September 30, 2021

4.	Other Assets

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

(in thousands)		September 30, 2021				December 31, 2020
Goodwill, net		$	169,560				173,868
Investments			62,958				60,692
Prepaid and other			25,026				17,802
Furniture, fixtures, and equipment, net			5,487				6,560
Deferred financing costs, net			8,021				2,524
Total other assets		$	271,052				261,446

The following table presents the goodwill balances and activity during the year to date periods ended:

		September 30, 2021												December 31, 2020
(in thousands)		Goodwill				Accumulated Impairment Losses				Total				Goodwill				Accumulated Impairment Losses				Total
Beginning of year balance		$	307,413				(133,545	)			173,868				310,388				(2,954	)			307,434
Goodwill allocated to Provision for impairment			—				—				—				—				(132,179	)			(132,179	)
Goodwill allocated to Properties held for sale			(1,811	)			—				(1,811	)			(1,191	)			1,191				—
Goodwill associated with disposed reporting units:
Goodwill allocated to Provision for impairment			(111	)			111				—				—				—				—
Goodwill allocated to Gain on sale of real estate			(2,497	)			—				(2,497	)			(1,784	)			397				(1,387	)
End of period balance		$	302,994				(133,434	)			169,560				307,413				(133,545	)			173,868

As the Company identifies properties (“reporting units”) that no longer meet its investment criteria, it will evaluate the property for potential sale. A decision to sell a reporting unit results in the need to evaluate its goodwill for recoverability and may result in impairment. Additionally, other changes impacting a reporting unit may be considered a triggering event. If events occur that trigger an impairment evaluation at multiple reporting units, a goodwill impairment may be significant.

During 2020, the Company recognized $132.2 million of Goodwill impairment following the market disruptions of the COVID-19 pandemic, which was considered a triggering event requiring evaluation of reporting unit fair values for Goodwill impairment. Of the 269 reporting units with Goodwill, 87 were determined to have fair values lower than carrying value, resulting in $132.2 million of Goodwill impairment.

5.	Notes Payable and Unsecured Credit Facilities

The Company’s outstanding debt, net of unamortized debt premium (discount) and debt issuance costs, consisted of the following:

(in thousands)		Weighted Average Contractual Rate		Weighted Average Effective Rate		September 30, 2021				December 31, 2020
Notes payable:
Fixed rate mortgage loans		4.0%		3.9%		$	362,237				272,750
Variable rate mortgage loans (1)		2.8%		2.9%			144,140				146,046
Fixed rate unsecured debt		3.8%		4.0%			3,242,896				3,239,609
Total notes payable							3,749,273				3,658,405
Unsecured credit facilities:
Line of Credit (the "Line") (2)		0.9%		1.3%			—				—
Term loan (3)		2.0%		2.1%			—				264,679
Total debt outstanding						$	3,749,273				3,923,084

(1)	Four of these variable rate loans have interest rate swaps in place to mitigate the interest rate fluctuation risk. Based on these swap agreements, the effective fixed rates of the four loans range from 2.5% to 4.1%.
(2)	Weighted average effective rate for the Line is calculated based on a fully drawn Line balance.
(3)	Weighted average contractual and effective rates for the Term Loan are as of December 31, 2020, as the entire balance was repaid during January 2021.

REGENCY CENTERS CORPORATION AND REGENCY CENTERS, L.P.

Notes to Unaudited Consolidated Financial Statements

September 30, 2021

Significant financing activity during 2021 includes:



During January 2021, the Company repaid in full the $265 million Term Loan and cash settled its related interest rate swap for $2.5 million.



On February 9, 2021, the Company entered into an Amended and Restated Credit Agreement, which among other items, i) maintains its previous level of borrowing capacity of $1.25 billion, ii) includes a $125 million sublimit for swingline loans and $50 million available for issuance of letters of credits, iii) extends the maturity date to March 23, 2025 and iv) provides for two six-month extension options. The existing financial covenants under the Line remained unchanged. As of September 30, 2021, the Company’s borrowing capacity under the Line was $1.2 billion.



On August 1, 2021, the Company assumed $111.2 million, including debt premiums, of 3.81% interest-only fixed rate mortgage loans that mature in 2027 in connection with the Company's acquisition of its partner's 80% interest in the seven properties held in the USAA partnership, of which the Company previously owned a 20% equity interest. See note 2.

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

(in thousands)		September 30, 2021
Scheduled Principal Payments and Maturities by Year:		Scheduled Principal Payments				Mortgage Loan Maturities				Unsecured Maturities (1)				Total
2021 (2)		$	2,808				27,750				—				30,558
2022			11,389				5,848				—				17,237
2023			9,695				64,876				—				74,571
2024			4,849				90,742				250,000				345,591
2025			3,732				40,000				250,000				293,732
Beyond 5 Years			10,583				226,234				2,775,000				3,011,817
Unamortized debt premium/(discount) and issuance costs			—				7,871				(32,104	)			(24,233	)
Total		$	43,056				463,321				3,242,896				3,749,273

(1)	Includes unsecured public and private debt and unsecured credit facilities.
(2)	Reflects scheduled principal payments for the remainder of the year.

The Company was in compliance as of September 30, 2021, with the financial and other covenants under its unsecured public and private placement debt and unsecured credit facilities, and expects to remain in compliance for the next twelve months and thereafter.

6.	Derivative Financial Instruments

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

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

REGENCY CENTERS CORPORATION AND REGENCY CENTERS, L.P.

Notes to Unaudited Consolidated Financial Statements

September 30, 2021

The following table summarizes the terms and fair values of the Company's derivative financial instruments, as well as their classification on the Consolidated Balance Sheets:

												Fair Value
(in thousands)												Assets (Liabilities) (1)
Effective Date		Maturity Date		Notional Amount				Receive Variable Rate of		Pay Fixed Rate of		September 30, 2021				December 31, 2020
8/1/16		1/5/22 (2)		$	265,000			1 Month LIBOR with Floor		1.053%		$	—				(2,472	)
4/7/16		4/1/23			19,124			1 Month LIBOR		1.303%			(312	)			(494	)
12/1/16		11/1/23			31,917			1 Month LIBOR		1.490%			(754	)			(1,181	)
9/17/19		3/17/25			24,000			1 Month LIBOR		1.542%			(729	)			(1,288	)
6/2/17		6/2/27			36,163			1 Month LIBOR with Floor		2.366%			(2,470	)			(3,856	)
												$	(4,265	)			(9,291	)

(1)	Derivatives in an asset position are included within Other assets in the accompanying Consolidated Balance Sheets, while those in a liability position are included within Accounts payable and other liabilities.
(2)	In January 2021, the Company cash settled before maturity $265 million of notional interest rate swaps in connection with its repayment of the Term Loan.

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 September 30, 2021, 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 is recorded in Accumulated Other Comprehensive Loss (“AOCI”) and subsequently reclassified into earnings in the period that the hedged forecasted transaction affects earnings.

The following table represents the effect of the derivative financial instruments on the accompanying consolidated financial statements:

Location and Amount of Gain (Loss) Recognized in OCI on Derivative										Location and Amount of Gain (Loss) Reclassified from AOCI into Income										Total amounts presented in the Consolidated Statements of Operations in which the effects of cash flow hedges are recorded
		Three months ended September 30,										Three months ended September 30,										Three months ended September 30,
(in thousands)		2021				2020						2021				2020						2021				2020
Interest rate swaps		$	138				(666	)		Interest expense		$	1,040				2,570			Interest expense, net		$	35,993				40,794
		Nine months ended September 30,										Nine months ended September 30,										Nine months ended September 30,
(in thousands)		2021				2020						2021				2020						2021				2020
Interest rate swaps		$	3,646				(19,187	)		Interest expense		$	3,109				6,479			Interest expense, net		$	108,741				118,605

As of September 30, 2021, the Company expects approximately $3.7 million of accumulated comprehensive losses on derivative instruments in AOCI, including the Company's share from its Investments in real estate partnerships, to be reclassified into earnings during the next 12 months.

7.	Leases

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

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

(i) Recoveries from tenants represents the tenants’ contractual obligations to reimburse the Company for their portion of Recoverable Costs incurred. Generally the Company’s leases provide for the tenants to reimburse the Company based on the tenants’ share of the actual costs incurred in proportion to the tenants’ share of leased space in the property.

REGENCY CENTERS CORPORATION AND REGENCY CENTERS, L.P.

Notes to Unaudited Consolidated Financial Statements

September 30, 2021

(ii) Percentage rent represents amounts billable to tenants based on the tenants' actual sales volume in excess of levels specified in the lease contract.

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

(in thousands)		Three months ended September 30,								Nine months ended September 30,
		2021				2020				2021				2020
Operating lease income
Fixed and in-substance fixed lease income		$	201,183				200,020			$	594,471				607,429
Variable lease income			62,810				60,535				195,538				186,952
Other lease related income, net:
Above/below market rent and tenant rent inducement amortization, net			6,457				7,811				18,460				31,107
Uncollectible straight-line rent			3,655				(7,678	)			(172	)			(27,867	)
Uncollectible amounts billable in lease income			9,198				(26,147	)			18,093				(65,991	)
Total lease income		$	283,303				234,541			$	826,390				731,630

Lease income for operating leases with fixed payment terms is recognized on a straight-line basis over the expected term of the lease for all leases in which collectibility is considered probable at the commencement date. At lease commencement, the Company generally expects that collectibility is probable due to the Company’s credit checks on tenants and other credit analysis undertaken before entering into a new lease; therefore, income from most operating leases is initially recognized on a straight-line basis. Lease income that is not considered probable of collection is recognized on a cash basis. In the period in which collection of Lease income is determined to no longer be probable, all previously recognized straight-line rent receivables are reversed. Should collectibility of Lease income become probable again, accrual basis accounting resumes and all commencement-to-date straight-line rent is recognized. In addition to the lease-specific collectibility assessment performed under Topic 842, the Company may also recognize a general reserve, as a reduction to Lease income, for its portfolio of operating lease receivables which are not expected to be fully collectible based on the Company’s historical collection experience.

The following table represents the components of Tenant and other receivables in the accompanying Consolidated Balance Sheets:

(in thousands)		September 30, 2021				December 31, 2020
Tenant receivables		$	24,210			$	39,658
Straight-line rent receivables			95,588				86,615
Other receivables (1)			19,489				17,360
Total tenant and other receivables		$	139,287			$	143,633

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

COVID-19 Pandemic and Rent Concessions

During 2020, in response to the pandemic and the resulting entry into agreements for rent concessions between lessees and lessors, the FASB issued interpretive guidance relating to the accounting for lease concessions provided as a result of COVID-19. In this guidance, entities could elect not to apply lease modification accounting with respect to such lease concessions, and instead, treat the concession as if it was a part of the existing contract and therefore continue to recognize the deferred rents in the period originally billed subject to separate collectibility assessments under Topic 842. This guidance is only applicable to COVID-19 related lease concessions that do not result in a substantial increase in the rights of the lessor or the obligations of the lessee. The Company has elected to treat concessions that satisfy this criteria as though the concessions were part of the existing contract and therefore not treated like a lease modification.

REGENCY CENTERS CORPORATION AND REGENCY CENTERS, L.P.

Notes to Unaudited Consolidated Financial Statements

September 30, 2021

The Company continues to negotiate with certain tenants, which may result in additional rent concessions as determined necessary and appropriate. In determining whether to grant concessions, the Company generally evaluates various factors, including the tenants’ business performance and ability to sustain their business in the current environment, as well as an assessment of their credit worthiness and ability to repay any deferred rent in the future. There can be no assurances that all such deferred rent will ultimately be collected, or collected within the timeframes agreed upon.

8.	Fair Value Measurements

(a) Disclosure of Fair Value of Financial Instruments

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

		September 30, 2021								December 31, 2020
(in thousands)		Carrying Amount				Fair Value				Carrying Amount				Fair Value
Financial liabilities:
Notes payable		$	3,749,273				4,171,212				3,658,405				4,102,382
Unsecured credit facilities		$	—				—				264,679				265,226

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 September 30, 2021, and December 31, 2020, 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) Fair Value Measurements

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

Securities

The Company has investments in marketable securities that are included within Other assets on the accompanying Consolidated Balance Sheets. The fair value of the securities was determined using quoted prices in active markets, which are considered Level 1 inputs of the fair value hierarchy. Changes in the value of securities are recorded within Net investment (income) loss in the accompanying Consolidated Statements of Operations, and include unrealized losses of $1.5 million and unrealized gains of $1.3 million during the three months ended September 30, 2021 and 2020, respectively, and unrealized gains of $217,000 and $251,000 during the nine months ended September 30, 2021 and 2020, 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 matrix pricing methods 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.

REGENCY CENTERS CORPORATION AND REGENCY CENTERS, L.P.

Notes to Unaudited Consolidated Financial Statements

September 30, 2021

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

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

	Fair Value Measurements as of September 30, 2021
					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	$	47,353				47,353				—				—
Available-for-sale debt securities		15,605				—				15,605				—
Total	$	62,958				47,353				15,605				—
Liabilities:
Interest rate derivatives	$	(4,265	)			—				(4,265	)			—

	Fair Value Measurements as of December 31, 2020
					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	$	44,986				44,986				—				—
Available-for-sale debt securities		15,706				—				15,706				—
Total	$	60,692				44,986				15,706				—
Liabilities:
Interest rate derivatives	$	(9,291	)			—				(9,291	)			—

The following table presents the placement in the fair value hierarchy of assets and liabilities that are measured at fair value on a nonrecurring basis:

	Fair Value Measurements as of December 31, 2020
					Quoted Prices in Active Markets for Identical Assets				Significant Other Observable Inputs				Significant Unobservable Inputs				Total Gains
(in thousands)	Balance				(Level 1)				(Level 2)				(Level 3)				(Losses)
Operating properties	$	25,000				—				25,000				—				(17,532	)

9.	Equity and Capital

Common Stock of the Parent Company

Dividends Declared

On November 3, 2021, our Board of Directors declared a common stock dividend of $0.625 per share, payable on January 5, 2022, to shareholders of record as of December 16, 2021.

At the Market (“ATM”) Program

Under the Parent Company's ATM equity offering program, the Parent Company may sell up to $500 million of common stock at prices determined by the market at the time of sale.

REGENCY CENTERS CORPORATION AND REGENCY CENTERS, L.P.

Notes to Unaudited Consolidated Financial Statements

September 30, 2021

During May and June 2021, the Company entered into forward sale agreements under its ATM program through which the Company intends to issue 2,316,760 shares of its common stock at a weighted average offering price of $64.59 before any underwriting discount and offering expenses.

During September 2021, the Company settled two of its forward sale agreements and issued 1,332,142 shares at a weighted average offering price of $63.71 before underwriting discount and offering expenses. Net proceeds received at settlement were approximately $82.5 million, after approximately $1.1 million in underwriting discount and offering expenses, and were used to fund acquisitions of operating properties.

The remaining unsettled shares under the forward sale agreements must be settled within one year of their trade dates, which vary by agreement, and range from June 6, 2022 to June 11, 2022. Proceeds from the issuance of the remaining shares under outstanding forward sale agreements are expected to be approximately $64.0 million, before any underwriting discount and offering expenses, and are expected to be used to fund new investments which may include acquisitions of operating properties, fund developments and redevelopments, or for general corporate purposes.

As of September 30, 2021, $350.4 million of common stock remained available for issuance under this ATM equity program.

Share Repurchase Program

On February 3, 2021, the Company's Board authorized a common share repurchase program under which the Company may purchase, from time to time, up to a maximum of $250 million of its outstanding common stock through open market purchases or in privately negotiated transactions. Any shares purchased, if not retired, will be treated as treasury shares. Under the current authorization, the program is set to expire on February 3, 2023, but may be modified or terminated at any time at the discretion of the Board. The timing and actual number of shares purchased under the program depend upon marketplace conditions, liquidity needs, and other factors. Through September 30, 2021, no shares have been repurchased under this program.

Common Units of the Operating Partnership

Common units of the operating partnership are issued or redeemed and retired for each of the shares of Parent Company common stock issued or repurchased and retired, as described above. During the nine months ended September 30, 2021, 5,000 Partnership Units were converted to Parent Company common stock.

10.	Stock-Based Compensation

During the nine months ended September 30, 2021, the Company granted 358,607 shares of restricted stock with a weighted-average grant-date fair value of $46.52 per share. The Company records stock-based compensation expense within General and administrative expenses in the accompanying Consolidated Statements of Operations, and records forfeitures as they occur.

11.	Earnings per Share and Unit

Parent Company Earnings per Share

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

		Three months ended September 30,								Nine months ended September 30,
(in thousands, except per share data)		2021				2020				2021				2020
Numerator:
Income attributable to common stockholders - basic		$	117,406				12,688			$	293,552				6,402
Income attributable to common stockholders - diluted		$	117,406				12,688			$	293,552				6,402
Denominator:
Weighted average common shares outstanding for basic EPS			170,090				169,671				169,906				169,081
Weighted average common shares outstanding for diluted EPS			170,589				169,970				170,314				169,356
Income per common share – basic		$	0.69				0.07			$	1.73				0.04
Income per common share – diluted		$	0.69				0.07			$	1.72				0.04

REGENCY CENTERS CORPORATION AND REGENCY CENTERS, L.P.

Notes to Unaudited Consolidated Financial Statements

September 30, 2021

Income allocated to noncontrolling interests of the Operating Partnership has been excluded from the numerator and exchangeable Operating Partnership units have been omitted from the denominator for the purpose of computing diluted earnings per share since the effect of including these amounts in the numerator and denominator would be anti-dilutive. Weighted average exchangeable Operating Partnership units outstanding for the three months ended September 30, 2021 and 2020, were 760,046 and 765,046, respectively. Weighted average exchangeable Operating Partnership units outstanding for the nine months ended September 30, 2021 and 2020, were 762,601 and 765,046, respectively.

Operating Partnership Earnings per Unit

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

		Three months ended September 30,								Nine months ended September 30,
(in thousands, except per share data)		2021				2020				2021				2020
Numerator:
Income attributable to common unit holders - basic		$	117,925				12,745			$	294,867				6,431
Income attributable to common unit holders - diluted		$	117,925				12,745			$	294,867				6,431
Denominator:
Weighted average common units outstanding for basic EPU			170,850				170,436				170,668				169,846
Weighted average common units outstanding for diluted EPU			171,349				170,735				171,076				170,121
Income per common unit – basic		$	0.69				0.07			$	1.73				0.04
Income per common unit – diluted		$	0.69				0.07			$	1.72				0.04

12.	Commitments and Contingencies

Litigation

The Company is involved in litigation on a number of matters and is subject to certain claims, which arise in the normal course of business, none of which, in the opinion of management, are expected to have a material adverse effect on the Company's consolidated financial position, results of operations, or liquidity. However, no assurances can be given as to the outcome of any threatened or pending legal proceedings. Legal fees are expensed as incurred.

Environmental

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

Letters of Credit

The Company has the right to issue letters of credit under the Line up to an amount not to exceed $50.0 million, which reduces the credit availability under the Line. These letters of credit are primarily issued as collateral on behalf of its captive insurance program and to facilitate the construction of development projects. As of September 30, 2021 and December 31, 2020, the Company had $9.4 million and $9.7 million, respectively, in letters of credit outstanding.