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 June 30, 2022

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 171,116,018 as of August 4, 2022.

EXPLANATORY NOTE

This report combines the quarterly reports on Form 10-Q for the quarter ended June 30, 2022, 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 June 30, 2022, 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 June 30, 2022 and December 31, 2021	1
	Consolidated Statements of Operations for the periods ended June 30, 2022 and 2021	2
	Consolidated Statements of Comprehensive Income for the periods ended June 30, 2022 and 2021	3
	Consolidated Statements of Equity for the periods ended June 30, 2022 and 2021	4
	Consolidated Statements of Cash Flows for the periods ended June 30, 2022 and 2021	6
Regency Centers, L.P.:
	Consolidated Balance Sheets as of June 30, 2022 and December 31, 2021	8
	Consolidated Statements of Operations for the periods ended June 30, 2022 and 2021	9
	Consolidated Statements of Comprehensive Income for the periods ended June 30, 2022 and 2021	10
	Consolidated Statements of Capital for the periods ended June 30, 2022 and 2021	11
	Consolidated Statements of Cash Flows for the periods ended June 30, 2022 and 2021	13
	Notes to Consolidated Financial Statements	15
Item 2.	Management's Discussion and Analysis of Financial Condition and Results of Operations	26
Item 3.	Quantitative and Qualitative Disclosures about Market Risk	48
Item 4.	Controls and Procedures	48
PART II - OTHER INFORMATION
Item 1.	Legal Proceedings	49
Item 1A.	Risk Factors	49
Item 2.	Unregistered Sales of Equity Securities and Use of Proceeds	50
Item 3.	Defaults Upon Senior Securities	50
Item 4.	Mine Safety Disclosures	50
Item 5.	Other Information	50
Item 6.	Exhibits	51
SIGNATURES		53

PART I - FINANCIAL INFORMATION

Item 1. Financial Statements

REGENCY CENTERS CORPORATION

Consolidated Balance Sheets

June 30, 2022 and December 31, 2021

(in thousands, except share data)

		2022				2021
Assets		(unaudited)
Real estate assets, at cost		$	11,762,300				11,495,581
Less: accumulated depreciation			2,301,183				2,174,963
Real estate assets, net			9,461,117				9,320,618
Investments in real estate partnerships			330,887				372,591
Properties held for sale			2,354				25,574
Cash, cash equivalents, and restricted cash, including $3,128 and $1,930 of restricted cash at June 30, 2022 and December 31, 2021, respectively			121,190				95,027
Tenant and other receivables			159,643				153,091
Deferred leasing costs, less accumulated amortization of $120,650 and $117,878 at June 30, 2022 and December 31, 2021, respectively			65,607				65,741
Acquired lease intangible assets, less accumulated amortization of $325,131 and $312,186 at June 30, 2022 and December 31, 2021, respectively			214,264				212,707
Right of use assets, net			278,153				280,783
Other assets			268,600				266,431
Total assets		$	10,901,815				10,792,563
Liabilities and Equity
Liabilities:
Notes payable		$	3,737,380				3,718,944
Accounts payable and other liabilities			322,409				322,271
Acquired lease intangible liabilities, less accumulated amortization of $180,082 and $172,293 at June 30, 2022 and December 31, 2021, respectively			357,581				363,276
Lease liabilities			214,800				215,788
Tenants' security, escrow deposits and prepaid rent			63,510				62,352
Total liabilities			4,695,680				4,682,631
Commitments and contingencies			—				—
Equity:
Stockholders' equity:
Common stock, $0.01 par value per share, 220,000,000 shares authorized; 171,173,103 and 171,213,008 shares issued at June 30, 2022 and December 31, 2021, respectively			1,711				1,712
Treasury stock at cost, 456,225 and 427,901 shares held at June 30, 2022 and December 31, 2021, respectively			(23,882	)			(22,758	)
Additional paid-in-capital			7,874,461				7,883,458
Accumulated other comprehensive income (loss)			2,388				(10,227	)
Distributions in excess of net income			(1,729,645	)			(1,814,814	)
Total stockholders' equity			6,125,033				6,037,371
Noncontrolling interests:
Exchangeable operating partnership units, aggregate redemption value of $43,974 and $56,844 at June 30, 2022 and December 31, 2021, respectively			34,611				35,447
Limited partners' interests in consolidated partnerships			46,491				37,114
Total noncontrolling interests			81,102				72,561
Total equity			6,206,135				6,109,932
Total liabilities and equity		$	10,901,815				10,792,563

See accompanying notes to consolidated financial statements.

REGENCY CENTERS CORPORATION

Consolidated Statements of Operations

(in thousands, except per share data)

(unaudited)

		Three months ended June 30,								Six months ended June 30,
		2022				2021				2022				2021
Revenues:
Lease income		$	292,864				276,730			$	586,509				543,087
Other property income			2,720				3,074				5,824				5,027
Management, transaction, and other fees			6,499				7,355				13,183				13,748
Total revenues			302,083				287,159				605,516				561,862
Operating expenses:
Depreciation and amortization			79,350				74,217				157,192				151,476
Operating and maintenance			47,750				46,566				94,211				92,148
General and administrative			17,645				19,187				36,437				40,474
Real estate taxes			36,700				35,447				73,569				71,613
Other operating expenses			617				1,177				2,790				1,875
Total operating expenses			182,062				176,594				364,199				357,586
Other expense (income):
Interest expense, net			36,699				35,812				73,437				72,748
Provision for impairment of real estate			—				135				—				135
Gain on sale of real estate, net of tax			(4,291	)			(19,781	)			(106,239	)			(31,479	)
Net investment loss (income)			5,468				(1,998	)			7,962				(3,484	)
Total other expense (income)			37,876				14,168				(24,840	)			37,920
Income from operations before equity in income of investments in real estate partnerships			82,145				96,397				266,157				166,356
Equity in income of investments in real estate partnerships			23,842				435				36,646				12,101
Net income			105,987				96,832				302,803				178,457
Noncontrolling interests:
Exchangeable operating partnership units			(452	)			(432	)			(1,315	)			(796	)
Limited partners' interests in consolidated partnerships			(739	)			(910	)			(1,464	)			(1,515	)
Income attributable to noncontrolling interests			(1,191	)			(1,342	)			(2,779	)			(2,311	)
Net income attributable to common stockholders		$	104,796				95,490			$	300,024				176,146
Income per common share - basic		$	0.61				0.56			$	1.75				1.04
Income per common share - diluted		$	0.61				0.56			$	1.74				1.04

See accompanying notes to consolidated financial statements.

REGENCY CENTERS CORPORATION

Consolidated Statements of Comprehensive Income

(in thousands)

(unaudited)

		Three months ended June 30,								Six months ended June 30,
		2022				2021				2022				2021
Net income		$	105,987				96,832			$	302,803				178,457
Other comprehensive income (loss):
Effective portion of change in fair value of derivative instruments:
Effective portion of change in fair value of derivative instruments			4,436				(2,302	)			13,404				3,508
Reclassification adjustment of derivative instruments included in net income			481				1,034				1,491				2,069
Unrealized (loss) gain on available-for-sale debt securities			(223	)			71				(977	)			(214	)
Other comprehensive income (loss)			4,694				(1,197	)			13,918				5,363
Comprehensive income			110,681				95,635				316,721				183,820
Less: comprehensive income attributable to noncontrolling interests:
Net income attributable to noncontrolling interests			1,191				1,342				2,779				2,311
Other comprehensive income (loss) attributable to noncontrolling interests			542				(51	)			1,303				396
Comprehensive income attributable to noncontrolling interests			1,733				1,291				4,082				2,707
Comprehensive income attributable to the Company		$	108,948				94,344			$	312,639				181,113

See accompanying notes to consolidated financial statements.

REGENCY CENTERS CORPORATION

C****onsolidated Statements of Equity

For the three months ended June 30, 2022 and 2021

(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 March 31, 2021		$	1,698				(24,775	)			7,791,416				(12,512	)			(1,786,196	)			5,969,631				35,667				37,746				73,413				6,043,044
Net income			—				—				—				—				95,490				95,490				432				910				1,342				96,832
Other comprehensive loss
Other comprehensive loss before reclassification			—				—				—				(2,093	)			—				(2,093	)			(10	)			(128	)			(138	)			(2,231	)
Amounts reclassified from accumulated other comprehensive income			—				—				—				947				—				947				4				83				87				1,034
Deferred compensation plan, net			—				(1,112	)			1,112				—				—				—				—				—				—				—
Restricted stock issued, net of amortization			1				—				3,563				—				—				3,564				—				—				—				3,564
Common stock issued for stock based compensation, net			—				—				117				—				—				117				—				—				—				117
Common stock issued under dividend reinvestment plan			—				—				392				—				—				392				—				—				—				392
Issuance of exchangeable operating partnership units			—				—				99				—				—				99				(99	)			—				(99	)			—
Distributions to partners			—				—				—				—				—				—				—				(1,204	)			(1,204	)			(1,204	)
Cash dividends declared:
Common stock/unit ($0.595 per share)			—				—				—				—				(101,067	)			(101,067	)			(450	)			—				(450	)			(101,517	)
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
Balance at March 31, 2022		$	1,714				(23,831	)			7,882,764				(1,764	)			(1,726,556	)			6,132,327				35,876				37,489				73,365				6,205,692
Net income			—				—				—				—				104,796				104,796				452				739				1,191				105,987
Other comprehensive income
Other comprehensive income before reclassification			—				—				—				3,743				—				3,743				17				453				470				4,213
Amounts reclassified from accumulated other comprehensive income			—				—				—				409				—				409				3				69				72				481
Deferred compensation plan, net			—				(51	)			51				—				—				—				—				—				—				—
Restricted stock issued, net of amortization			—				—				4,366				—				—				4,366				—				—				—				4,366
Common stock repurchased for taxes withheld for stock based compensation, net			—				—				3				—				—				3				—				—				—				3
Common stock repurchased and retired			(13	)			—				(75,406	)			—				—				(75,419	)			—				—				—				(75,419	)
Common stock issued under dividend reinvestment plan			—				—				134				—				—				134				—				—				—				134
Common stock issued for partnership units exchanged			—				—				1,275				—				—				1,275				(1,275	)			—				(1,275	)			—
Common stock issued, net of issuance costs			10				—				61,274				—				—				61,284				—				—				—				61,284
Contributions from partners			—				—				—				—				—				—				—				10,446				10,446				10,446
Distributions to partners			—				—				—				—				—				—				—				(2,705	)			(2,705	)			(2,705	)
Cash dividends declared:
Common stock/unit ($0.625 per share)			—				—				—				—				(107,885	)			(107,885	)			(462	)			—				(462	)			(108,347	)
Balance at June 30, 2022		$	1,711				(23,882	)			7,874,461				2,388				(1,729,645	)			6,125,033				34,611				46,491				81,102				6,206,135

See accompanying notes to consolidated financial statements.

REGENCY CENTERS CORPORATION

Consolidated Statements of Equity

For the six months ended June 30, 2022 and 2021

(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, 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			—				—				—				—				176,146				176,146				796				1,515				2,311				178,457
Other comprehensive income
Other comprehensive income before reclassification			—				—				—				3,069				—				3,069				15				210				225				3,294
Amounts reclassified from accumulated other comprehensive income			—				—				—				1,898				—				1,898				8				163				171				2,069
Deferred compensation plan, net			—				(1,451	)			1,451				—				—				—				—				—				—				—
Restricted stock issued, net of amortization			2				—				6,041				—				—				6,043				—				—				—				6,043
Common stock repurchased for taxes withheld for stock based compensation, net			—				—				(3,742	)			—				—				(3,742	)			—				—				—				(3,742	)
Common stock issued under dividend reinvestment plan			—				—				768				—				—				768				—				—				—				768
Common stock issued for partnership units exchanged			—				—				99				—				—				99				(99	)			—				(99	)			—
Distributions to partners			—				—				—				—				—				—				—				(1,989	)			(1,989	)			(1,989	)
Cash dividends declared:
Common stock/unit ($1.190 per share)			—				—				—				—				(202,113	)			(202,113	)			(903	)			—				(903	)			(203,016	)
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
Balance at December 31, 2021		$	1,712				(22,758	)			7,883,458				(10,227	)			(1,814,814	)			6,037,371				35,447				37,114				72,561				6,109,932
Net income			—				—				—				—				300,024				300,024				1,315				1,464				2,779				302,803
Other comprehensive income
Other comprehensive income before reclassification			—				—				—				11,280				—				11,280				54				1,093				1,147				12,427
Amounts reclassified from accumulated other comprehensive income			—				—				—				1,335				—				1,335				7				149				156				1,491
Deferred compensation plan, net			—				(1,124	)			1,124				—				—				—				—				—				—				—
Restricted stock issued, net of amortization			2				—				8,572				—				—				8,574				—				—				—				8,574
Common stock repurchased for taxes withheld for stock based compensation, net			—				—				(6,088	)			—				—				(6,088	)			—				—				—				(6,088	)
Common stock repurchased and retired			(13	)			—				(75,406	)			—				—				(75,419	)			—				—				—				(75,419	)
Common stock issued under dividend reinvestment plan			—				—				252				—				—				252				—				—				—				252
Common stock issued for partnership units exchanged			—				—				1,275				—				—				1,275				(1,275	)			—				(1,275	)			—
Common stock issued, net of issuance costs			10				—				61,274				—				—				61,284				—				—				—				61,284
Contributions from partners			—				—				—				—				—				—				—				10,446				10,446				10,446
Distributions to partners			—				—				—				—				—				—				—				(3,775	)			(3,775	)			(3,775	)
Cash dividends declared:
Common stock/unit ($1.250 per share)			—				—				—				—				(214,855	)			(214,855	)			(937	)			—				(937	)			(215,792	)
Balance at June 30, 2022		$	1,711				(23,882	)			7,874,461				2,388				(1,729,645	)			6,125,033				34,611				46,491				81,102				6,206,135

See accompanying notes to consolidated financial statements.

REGENCY CENTERS CORPORATION

Consolidated Statements of Cash Flows

For the six months ended June 30, 2022 and 2021

(in thousands)

(unaudited)

		2022				2021
Cash flows from operating activities:
Net income		$	302,803				178,457
Adjustments to reconcile net income to net cash provided by operating activities:
Depreciation and amortization			157,192				151,476
Amortization of deferred loan costs and debt premiums			2,821				3,479
(Accretion) and amortization of above and below market lease intangibles, net			(10,528	)			(11,174	)
Stock-based compensation, net of capitalization			8,501				5,894
Equity in income of investments in real estate partnerships			(36,646	)			(12,101	)
Gain on sale of real estate, net of tax			(106,239	)			(31,479	)
Provision for impairment of real estate, net of tax			—				135
Distribution of earnings from investments in real estate partnerships			29,207				36,545
Settlement of derivative instruments			—				(2,472	)
Deferred compensation expense			(7,007	)			2,856
Realized and unrealized loss (gain) on investments			8,033				(3,606	)
Changes in assets and liabilities:
Tenant and other receivables			(8,252	)			12,711
Deferred leasing costs			(4,263	)			(4,884	)
Other assets			(8,353	)			(8,490	)
Accounts payable and other liabilities			(172	)			7,168
Tenants' security, escrow deposits and prepaid rent			660				772
Net cash provided by operating activities			327,757				325,287
Cash flows from investing activities:
Acquisition of operating real estate, net of cash acquired of $3,061 in 2022			(139,775	)			500
Real estate development and capital improvements			(99,470	)			(72,735	)
Proceeds from sale of real estate			136,421				107,577
Issuance of notes receivable			—				(20	)
Investments in real estate partnerships			(11,549	)			(21,382	)
Return of capital from investments in real estate partnerships			48,473				58,699
Dividends on investment securities			214				67
Acquisition of investment securities			(8,313	)			(14,065	)
Proceeds from sale of investment securities			8,737				14,393
Net cash (used in) provided by investing activities			(65,262	)			73,034
Cash flows from financing activities:
Net proceeds from common stock issuance			61,284				—
Repurchase of common shares in conjunction with equity award plans			(6,388	)			(4,017	)
Common shares repurchased through share repurchase program			(71,898	)			—
Proceeds from sale of treasury stock			64				96
Contributions from (distributions to) limited partners in consolidated partnerships, net			1,234				(1,989	)
Distributions to exchangeable operating partnership unit holders			(950	)			(907	)
Dividends paid to common stockholders			(213,868	)			(201,233	)
Proceeds from unsecured credit facilities			75,000				—
Repayment of unsecured credit facilities			(75,000	)			(265,000	)
Repayment of notes payable			—				(3,962	)
Scheduled principal payments			(5,728	)			(5,678	)
Payment of loan costs			(82	)			(7,468	)
Net cash used in financing activities			(236,332	)			(490,158	)
Net increase (decrease) in cash and cash equivalents and restricted cash			26,163				(91,837	)
Cash and cash equivalents and restricted cash at beginning of the period			95,027				378,450
Cash and cash equivalents and restricted cash at end of the period		$	121,190				286,613

See accompanying notes to consolidated financial statements.

REGENCY CENTERS CORPORATION

Consolidated Statements of Cash Flows

For the six months ended June 30, 2022 and 2021

(in thousands)

(unaudited)

		2022				2021
Supplemental disclosure of cash flow information:
Cash paid for interest (net of capitalized interest of $1,815 and $1,865 in 2022 and 2021, respectively)		$	70,876				70,112
Cash paid for income taxes, net of refunds		$	370				314
Supplemental disclosure of non-cash transactions:
Common stock and exchangeable operating partnership dividends declared but not paid		$	108,215				101,520
Acquisition of real estate previously held within investments in real estate partnerships		$	17,179				—
Mortgage loans assumed by Company with the acquisition of real estate		$	22,779				—
Common stock issued for partnership units exchanged		$	1,275				99
Accrued common stock repurchase in Accounts payable and other liabilities		$	3,521				—
Change in accrued capital expenditures		$	5,050				6,947
Common stock issued under dividend reinvestment plan		$	252				768
Stock-based compensation capitalized		$	373				424
Contributions from limited partners in consolidated partnerships		$	5,436				—
Common stock issued for dividend reinvestment in trust		$	555				552
Contribution of stock awards into trust		$	2,022				1,416
Distribution of stock held in trust		$	566				415
Change in fair value of securities		$	1,236				272

See accompanying notes to consolidated financial statements.

REGENCY CENTERS, L.P.

Consolidated Balance Sheets

June 30, 2022 and December 31, 2021

(in thousands, except unit data)

		2022				2021
Assets		(unaudited)
Real estate assets, at cost		$	11,762,300				11,495,581
Less: accumulated depreciation			2,301,183				2,174,963
Real estate assets, net			9,461,117				9,320,618
Investments in real estate partnerships			330,887				372,591
Properties held for sale			2,354				25,574
Cash, cash equivalents, and restricted cash, including $3,128 and $1,930 of restricted cash at June 30, 2022 and December 31, 2021, respectively			121,190				95,027
Tenant and other receivables			159,643				153,091
Deferred leasing costs, less accumulated amortization of $120,650 and $117,878 at June 30, 2022 and December 31, 2021, respectively			65,607				65,741
Acquired lease intangible assets, less accumulated amortization of $325,131 and $312,186 at June 30, 2022 and December 31, 2021, respectively			214,264				212,707
Right of use assets, net			278,153				280,783
Other assets			268,600				266,431
Total assets		$	10,901,815				10,792,563
Liabilities and Capital
Liabilities:
Notes payable		$	3,737,380				3,718,944
Accounts payable and other liabilities			322,409				322,271
Acquired lease intangible liabilities, less accumulated amortization of $180,082 and $172,293 at June 30, 2022 and December 31, 2021, respectively			357,581				363,276
Lease liabilities			214,800				215,788
Tenants' security, escrow deposits and prepaid rent			63,510				62,352
Total liabilities			4,695,680				4,682,631
Commitments and contingencies			—				—
Capital:
Partners' capital:
General partner; 171,173,103 and 171,213,008 units outstanding at June 30, 2022 and December 31, 2021, respectively			6,122,645				6,047,598
Limited partners; 741,433 and 760,046 units outstanding at June 30, 2022 and December 31, 2021, respectively			34,611				35,447
Accumulated other comprehensive income (loss)			2,388				(10,227	)
Total partners' capital			6,159,644				6,072,818
Noncontrolling interest: Limited partners' interests in consolidated partnerships			46,491				37,114
Total capital			6,206,135				6,109,932
Total liabilities and capital		$	10,901,815				10,792,563

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 June 30,								Six months ended June 30,
		2022				2021				2022				2021
Revenues:
Lease income		$	292,864				276,730			$	586,509				543,087
Other property income			2,720				3,074				5,824				5,027
Management, transaction, and other fees			6,499				7,355				13,183				13,748
Total revenues			302,083				287,159				605,516				561,862
Operating expenses:
Depreciation and amortization			79,350				74,217				157,192				151,476
Operating and maintenance			47,750				46,566				94,211				92,148
General and administrative			17,645				19,187				36,437				40,474
Real estate taxes			36,700				35,447				73,569				71,613
Other operating expenses			617				1,177				2,790				1,875
Total operating expenses			182,062				176,594				364,199				357,586
Other expense (income):
Interest expense, net			36,699				35,812				73,437				72,748
Provision for impairment of real estate			—				135				—				135
Gain on sale of real estate, net of tax			(4,291	)			(19,781	)			(106,239	)			(31,479	)
Net investment loss (income)			5,468				(1,998	)			7,962				(3,484	)
Total other expense (income)			37,876				14,168				(24,840	)			37,920
Income from operations before equity in income of investments in real estate partnerships			82,145				96,397				266,157				166,356
Equity in income of investments in real estate partnerships			23,842				435				36,646				12,101
Net income			105,987				96,832				302,803				178,457
Limited partners' interests in consolidated partnerships			(739	)			(910	)			(1,464	)			(1,515	)
Net income attributable to common unit holders		$	105,248				95,922			$	301,339				176,942
Income per common share - basic		$	0.61				0.56			$	1.75				1.04
Income per common share - diluted		$	0.61				0.56			$	1.74				1.04

See accompanying notes to consolidated financial statements.

REGENCY CENTERS, L.P.

Consolidated Statements of Comprehensive Income

(in thousands)

(unaudited)

		Three months ended June 30,								Six months ended June 30,
		2022				2021				2022				2021
Net income		$	105,987				96,832			$	302,803				178,457
Other comprehensive income (loss):
Effective portion of change in fair value of derivative instruments:
Effective portion of change in fair value of derivative instruments			4,436				(2,302	)			13,404				3,508
Reclassification adjustment of derivative instruments included in net income			481				1,034				1,491				2,069
Unrealized (loss) gain on available-for-sale debt securities			(223	)			71				(977	)			(214	)
Other comprehensive income (loss)			4,694				(1,197	)			13,918				5,363
Comprehensive income			110,681				95,635				316,721				183,820
Less: comprehensive income attributable to noncontrolling interests:
Net income attributable to noncontrolling interests			739				910				1,464				1,515
Other comprehensive income (loss) attributable to noncontrolling interests			522				(45	)			1,242				373
Comprehensive income attributable to noncontrolling interests			1,261				865				2,706				1,888
Comprehensive income attributable to the Partnership		$	109,420				94,770			$	314,015				181,932

See accompanying notes to consolidated financial statements.

REGENCY CENTERS, L.P.

C****onsolidated Statements of Capital

For the three months ended June 30, 2022 and 2021

(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 March 31, 2021		$	5,982,143				35,667				(12,512	)			6,005,298				37,746				6,043,044
Net income			95,490				432				—				95,922				910				96,832
Other comprehensive loss
Other comprehensive loss before reclassification			—				(10	)			(2,093	)			(2,103	)			(128	)			(2,231	)
Amounts reclassified from accumulated other comprehensive loss			—				4				947				951				83				1,034
Distributions to partners			(101,067	)			(450	)			—				(101,517	)			(1,204	)			(102,721	)
Restricted units issued as a result of restricted stock issued by Parent Company, net of amortization			3,564				—				—				3,564				—				3,564
Common units issued as a result of common stock issued by Parent Company, net of issuance costs			509				—				—				509				—				509
Common units exchanged for common stock of Parent Company			99				(99	)			—				—				—				—
Balance at June 30, 2021		$	5,980,738				35,544				(13,658	)			6,002,624				37,407				6,040,031
Balance at March 31, 2022		$	6,134,091				35,876				(1,764	)			6,168,203				37,489				6,205,692
Net income			104,796				452				—				105,248				739				105,987
Other comprehensive income
Other comprehensive income before reclassification			—				17				3,743				3,760				453				4,213
Amounts reclassified from accumulated other comprehensive loss			—				3				409				412				69				481
Contributions from partners			—				—				—				—				10,446				10,446
Distributions to partners			(107,885	)			(462	)			—				(108,347	)			(2,705	)			(111,052	)
Restricted units issued as a result of restricted stock issued by Parent Company, net of amortization			4,366				—				—				4,366				—				4,366
Common units repurchased and retired as a result of common stock repurchased and retired by Parent Company			(75,419	)			—				—				(75,419	)			—				(75,419	)
Common units issued as a result of common stock issued by Parent Company, net of redemptions			61,284				—				—				61,284				—				61,284
Common units repurchased as a result of common stock repurchased by Parent Company, net of issuances			137				—				—				137				—				137
Common unit exchanged for common stock of Parent Company			1,275				(1,275	)			—				—				—				—
Balance at June 30, 2022		$	6,122,645				34,611				2,388				6,159,644				46,491				6,206,135

See accompanying notes to consolidated financial statements.

REGENCY CENTERS, L.P.

Consolidated Statements of Capital

For the six months ended June 30, 2022 and 2021

(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, 2020		$	6,003,537				35,727				(18,625	)			6,020,639				37,508				6,058,147
Net income			176,146				796				—				176,942				1,515				178,457
Other comprehensive income
Other comprehensive income before reclassification			—				15				3,069				3,084				210				3,294
Amounts reclassified from accumulated other comprehensive loss			—				8				1,898				1,906				163				2,069
Distributions to partners			(202,113	)			(903	)			—				(203,016	)			(1,989	)			(205,005	)
Restricted units issued as a result of restricted stock issued by Parent Company, net of amortization			6,043				—				—				6,043				—				6,043
Common units repurchased as a result of common stock repurchased by Parent Company, net of issuances			(2,974	)			—				—				(2,974	)			—				(2,974	)
Common units exchanged for common stock of Parent Company			99				(99	)			—				—				—				—
Balance at June 30, 2021		$	5,980,738				35,544				(13,658	)			6,002,624				37,407				6,040,031
Balance at December 31, 2021		$	6,047,598				35,447				(10,227	)			6,072,818				37,114				6,109,932
Net income			300,024				1,315				—				301,339				1,464				302,803
Other comprehensive income
Other comprehensive income before reclassification			—				54				11,280				11,334				1,093				12,427
Amounts reclassified from accumulated other comprehensive income			—				7				1,335				1,342				149				1,491
Contributions from partners			—				—				—				—				10,446				10,446
Distributions to partners			(214,855	)			(937	)			—				(215,792	)			(3,775	)			(219,567	)
Restricted units issued as a result of restricted stock issued by Parent Company, net of amortization			8,574				—				—				8,574				—				8,574
Common units repurchased and retired as a result of common stock repurchased and retired by Parent Company			(75,419	)			—				—				(75,419	)			—				(75,419	)
Common units issued as a result of common stock issued by Parent Company, net of issuance costs			61,284				—				—				61,284				—				61,284
Common units repurchased as a result of common stock repurchased by Parent Company, net of issuances			(5,836	)			—				—				(5,836	)			—				(5,836	)
Common unit exchanged for common stock of Parent Company			1,275				(1,275	)			—				—				—				—
Balance at June 30, 2022		$	6,122,645				34,611				2,388				6,159,644				46,491				6,206,135

See accompanying notes to consolidated financial statements.

REGENCY CENTERS, L.P.

Consolidated Statem****ents of Cash Flows

For the six months ended June 30, 2022 and 2021

(in thousands)

(unaudited)

		2022				2021
Cash flows from operating activities:
Net income		$	302,803				178,457
Adjustments to reconcile net income to net cash provided by operating activities:
Depreciation and amortization			157,192				151,476
Amortization of deferred loan costs and debt premiums			2,821				3,479
(Accretion) and amortization of above and below market lease intangibles, net			(10,528	)			(11,174	)
Stock-based compensation, net of capitalization			8,501				5,894
Equity in income of investments in real estate partnerships			(36,646	)			(12,101	)
Gain on sale of real estate, net of tax			(106,239	)			(31,479	)
Provision for impairment of real estate, net of tax			—				135
Distribution of earnings from investments in real estate partnerships			29,207				36,545
Settlement of derivative instruments			—				(2,472	)
Deferred compensation expense			(7,007	)			2,856
Realized and unrealized loss (gain) on investments			8,033				(3,606	)
Changes in assets and liabilities:
Tenant and other receivables			(8,252	)			12,711
Deferred leasing costs			(4,263	)			(4,884	)
Other assets			(8,353	)			(8,490	)
Accounts payable and other liabilities			(172	)			7,168
Tenants' security, escrow deposits and prepaid rent			660				772
Net cash provided by operating activities			327,757				325,287
Cash flows from investing activities:
Acquisition of operating real estate, net of cash acquired of $3,061 in 2022			(139,775	)			500
Real estate development and capital improvements			(99,470	)			(72,735	)
Proceeds from sale of real estate			136,421				107,577
Issuance of notes receivable			—				(20	)
Investments in real estate partnerships			(11,549	)			(21,382	)
Return of capital from investments in real estate partnerships			48,473				58,699
Dividends on investment securities			214				67
Acquisition of investment securities			(8,313	)			(14,065	)
Proceeds from sale of investment securities			8,737				14,393
Net cash (used in) provided by investing activities			(65,262	)			73,034
Cash flows from financing activities:
Net proceeds from common stock issuance			61,284				—
Repurchase of common shares in conjunction with equity award plans			(6,388	)			(4,017	)
Common units repurchased through share repurchase program			(71,898	)			—
Proceeds from sale of treasury stock			64				96
Contributions from (distributions to) limited partners in consolidated partnerships, net			1,234				(1,989	)
Distributions to partners			(214,818	)			(202,140	)
Proceeds from unsecured credit facilities			75,000				—
Repayment of unsecured credit facilities			(75,000	)			(265,000	)
Repayment of notes payable			—				(3,962	)
Scheduled principal payments			(5,728	)			(5,678	)
Payment of loan costs			(82	)			(7,468	)
Net cash used in financing activities			(236,332	)			(490,158	)
Net increase (decrease) in cash and cash equivalents and restricted cash			26,163				(91,837	)
Cash and cash equivalents and restricted cash at beginning of the period			95,027				378,450
Cash and cash equivalents and restricted cash at end of the period		$	121,190				286,613

See accompanying notes to consolidated financial statements.

REGENCY CENTERS, L.P.

Consolidated Statements of Cash Flows

For the six months ended June 30, 2022 and 2021

(in thousands)

(unaudited)

		2022				2021
Supplemental disclosure of cash flow information:
Cash paid for interest (net of capitalized interest of $1,815 and $1,865 in 2022 and 2021, respectively)		$	70,876				70,112
Cash paid for income taxes, net of refunds		$	370				314
Supplemental disclosure of non-cash transactions:
Common stock and exchangeable operating partnership dividends declared but not paid		$	108,215				101,520
Acquisition of real estate previously held within investments in real estate partnerships		$	17,179				—
Mortgage loans assumed by Company with the acquisition of real estate		$	22,779				—
Common stock issued by Parent Company for partnership units exchanged		$	1,275				99
Accrued common stock repurchase in Accounts payable and other liabilities		$	3,521				—
Change in accrued capital expenditures		$	5,050				6,947
Common stock issued by Parent Company for dividend reinvestment plan		$	252				768
Stock-based compensation capitalized		$	373				424
Contributions from limited partners in consolidated partnerships		$	5,436				—
Common stock issued for dividend reinvestment in trust		$	555				552
Contribution of stock awards into trust		$	2,022				1,416
Distribution of stock held in trust		$	566				415
Change in fair value of securities		$	1,236				272

See accompanying notes to consolidated financial statements.

REGENCY CENTERS CORPORATION AND REGENCY CENTERS, L.P.

Notes to Unaudited Consolidated Financial Statements

June 30, 2022

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 June 30, 2022, the Parent Company, the Operating Partnership, and their controlled subsidiaries on a consolidated basis owned 308 properties and held partial interests in an additional 96 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.

Risks and Uncertainties

The success of the Company's tenants in operating their businesses and their ability to pay rent continue to be significantly influenced by many challenges including the impact of inflation, labor shortages, and supply chain constraints on their cost of doing business. Additionally, macroeconomic and geopolitical risks create challenges that may exacerbate current market conditions in the United States. The policies utilized to address these issues, including raising interest rates, could result in adverse impacts on the U.S. economy, including a slowing of growth and potentially a recession, thereby impacting tenants' businesses and/or decreasing future demand for space in shopping centers. The potential impact of current economic challenges on the Company’s financial condition, results of operations, and cash flows is subject to change and continues to depend on the extent and duration of these risks and uncertainties.

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 June 30, 2022, 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 shares of 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

June 30, 2022

Real Estate Partnerships

As of June 30, 2022, Regency had a partial ownership interest in 108 properties through partnerships, of which 12 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. 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)		June 30, 2022				December 31, 2021
Assets
Net real estate investments		$	112,260				379,075
Cash, cash equivalents and restricted cash			2,486				5,202
Liabilities
Notes payable			4,924				5,000
Equity
Limited partners' interests in consolidated partnerships			27,534				27,950

Revenues and Other Receivables

Other property income includes parking fees and other incidental income from the properties and is generally recognized at the point in time that the performance obligation is met. 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 are as follows:

				Three months ended June 30,								Six months ended June 30,
(in thousands)		Timing of satisfaction of performance obligations		2022				2021				2022				2021
Management, transaction and other fees:
Property management services		Over time			3,310				3,753			$	6,928				7,524
Asset management services		Over time			1,669				1,719				3,425				3,434
Leasing services		Point in time			1,171				1,336				2,167				2,187
Other transaction fees		Point in time			349				547				663				603
Total management, transaction, and other fees				$	6,499				7,355			$	13,183				13,748

The accounts receivable for management services, which are included within Tenant and other receivables in the accompanying Consolidated Balance Sheets, are $15.3 million and $13.2 million, as of June 30, 2022 and December 31, 2021, respectively.

REGENCY CENTERS CORPORATION AND REGENCY CENTERS, L.P.

Notes to Unaudited Consolidated Financial Statements

June 30, 2022

Recent Accounting Pronouncements

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

Standard		Description		Date of adoption		Effect on the financial statements or other significant matters
Recently 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 results in similar treatment under the current Topic 842 as under the previous Topic 840.		January 2022		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 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

June 30, 2022

2.	Real Estate Investments

The following table details the shopping centers acquired or land acquired for development during the six months ended June 30, 2022. There were no such purchases during the six months ended June 30, 2021.

(in thousands)				Six months ended June 30, 2022
Date Purchased		Property Name		City/State		Property Type		Ownership		Purchase Price (1)				Debt Assumed, Net of Discounts (1)				Intangible Assets (1)				Intangible Liabilities (1)
Consolidated
3/1/2022		Glenwood Green		Old Bridge, NJ		Development		70%			11,000				—				—				—
3/31/2022		Island Village		Bainbridge Island, WA		Operating		100%			30,650				—				2,900				6,839
4/1/2022		Apple Valley (2)		Apple Valley, MN		Operating		100%			34,070				—				4,773				490
4/1/2022		Cedar Commons (2)		Minneapolis, MN		Operating		100%			29,330				—				4,369				58
4/1/2022		Corral Hollow (2)		Tracy, CA		Operating		100%			40,600				—				3,410				74
4/1/2022		Shops at the Columbia (2)		Washington, DC		Operating		100%			14,000				—				889				181
5/6/2022		Baederwood Shoppes		Jenkintown, PA		Operating		80%			51,603				22,779				5,796				1,062
Unconsolidated
3/25/2022		Naperville Plaza		Naperville, IL		Operating		20%			52,380				22,074				4,336				814
6/24/2022		Baybrook East 1B		Houston, TX		Development		50%			5,540				—				—				—
Total property acquisitions										$	269,173				44,853				26,473				9,518

(1)

Amounts reflected for purchase price and allocation are reflected at 100%.

(2)

These properties were part of the four property portfolio purchased from an existing unconsolidated real partnership, RegCal, LLC, in which the Company held a 25% ownership interest. The basis allocated to Real estate assets was $93.2 million on a combined basis, including the Company's carry over basis related to its 25% previously owned equity investment in the partnership.

3.	Property Dispositions

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

		Three months ended June 30,								Six months ended June 30,
(in thousands, except number sold data)		2022				2021				2022				2021
Net proceeds from sale of real estate investments		$	11,497				53,718			$	136,421				107,577
Gain on sale of real estate, net of tax			4,291				19,781				106,239				31,479
Provision for impairment of real estate sold			—				135				—				135
Number of operating properties sold			—				2				1				6
Number of land parcels and development project interests sold			2				—				3				1
Percent interest sold		100%				100%				100%				100%

At June 30, 2022, the Company also had one land parcel classified within Properties held for sale on the Consolidated Balance Sheets.

4.	Other Assets

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

(in thousands)		June 30, 2022				December 31, 2021
Goodwill, net		$	167,095				167,095
Investments			55,185				65,112
Prepaid and other			29,967				21,332
Deferred financing costs, net			6,302				7,448
Furniture, fixtures, and equipment, net			6,101				5,444
Derivative assets			3,950				—
Total other assets		$	268,600				266,431

REGENCY CENTERS CORPORATION AND REGENCY CENTERS, L.P.

Notes to Unaudited Consolidated Financial Statements

June 30, 2022

5.	Notes Payable and Unsecured Credit Facilities

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

(in thousands)		Weighted Average Contractual Rate		Weighted Average Effective Rate		June 30, 2022				December 31, 2021
Notes payable:
Fixed rate mortgage loans		4.0%		3.5%		$	353,635				359,414
Variable rate mortgage loans (1)		3.3%		3.6%			137,563				115,539
Fixed rate unsecured debt		3.8%		4.0%			3,246,182				3,243,991
Total notes payable							3,737,380				3,718,944
Unsecured credit facilities:
Line of Credit (the "Line") (2)		2.0%		2.3%			—				—
Total debt outstanding						$	3,737,380				3,718,944

(1)

Five of these six variable rate loans, representing $132.6 million of debt, have interest rate swaps in place to mitigate the interest rate fluctuation risk. Based on these swap agreements, the effective fixed rates of the five 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.

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

(in thousands)		June 30, 2022
Scheduled Principal Payments and Maturities by Year:		Scheduled Principal Payments				Mortgage Loan Maturities				Unsecured Maturities (1)				Total
2022 (2)		$	5,660				5,848				—				11,508
2023			9,695				59,376				—				69,071
2024			4,849				90,742				250,000				345,591
2025			3,732				45,000				250,000				298,732
2026			3,922				112,365				200,000				316,287
Beyond 5 Years			6,661				138,234				2,575,000				2,719,895
Unamortized debt premium/(discount) and issuance costs			—				5,114				(28,818	)			(23,704	)
Total		$	34,519				456,679				3,246,182				3,737,380

(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 June 30, 2022, with all financial and other covenants under its unsecured public and private placement debt and unsecured credit facilities, and expects to remain in compliance 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 mitigation of interest rate risk. The use of derivative financial instruments carries certain risks, including the risk that the counterparties to these contractual arrangements are not able to perform under the agreements. To mitigate this risk, the Company only enters into derivative financial instruments with counterparties with quality credit ratings. The Company does not anticipate that any of the counterparties will fail to meet their obligations.

The Company's objectives in using interest rate derivatives are to attempt to stabilize interest expense where possible and to mitigate its exposure to interest rate movements. To accomplish these objectives, 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

June 30, 2022

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		June 30, 2022				December 31, 2021
4/7/16		4/1/23		$	18,835			1 Month LIBOR		1.303%		$	236				(175	)
12/1/16		11/1/23			31,450			1 Month LIBOR		1.490%			686				(412	)
9/17/19		3/17/25			24,000			1 Month LIBOR		1.542%			910				(364	)
6/2/17		6/2/27			35,733			1 Month LIBOR with Floor		2.366%			956				(1,907	)
12/20/19 (2)		12/19/26			24,365			1 Month LIBOR		1.750%			1,162				—
												$	3,950				(2,858	)

(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)

The Company assumed this interest rate swap which hedges debt also assumed with the purchase of Baederwood Shoppes in May 2022.

These derivative financial instruments are all interest rate swaps, which are designated and qualify as cash flow hedges. The Company does not use derivatives for trading or speculative purposes and, as of June 30, 2022, 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 Income (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 June 30,										Three months ended June 30,										Three months ended June 30,
(in thousands)		2022				2021						2022				2021						2022				2021
Interest rate swaps		$	4,436				(2,302	)		Interest expense		$	481				1,034			Interest expense, net		$	36,699				35,812
		Six months ended June 30,										Six months ended June 30,										Six months ended June 30,
(in thousands)		2022				2021						2022				2021						2022				2021
Interest rate swaps		$	13,404				3,508			Interest expense		$	1,491				2,069			Interest expense, net		$	73,437				72,748

As of June 30, 2022, the Company expects approximately $2.1 million of accumulated comprehensive income on derivative instruments in AOCI, including the Company's share from its Investments in real estate partnerships, to be reclassified into earnings during the next 12 months.

7.	Leases

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.

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

REGENCY CENTERS CORPORATION AND REGENCY CENTERS, L.P.

Notes to Unaudited Consolidated Financial Statements

June 30, 2022

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

(in thousands)		Three months ended June 30,								Six months ended June 30,
		2022				2021				2022				2021
Operating lease income
Fixed and in-substance fixed lease income		$	211,838				197,234			$	419,340				393,288
Variable lease income			67,890				68,661				139,916				132,728
Other lease related income, net:
Above/below market rent and tenant rent inducement amortization, net			5,613				6,007				11,302				12,003
Uncollectible straight-line rent			2,623				(1,792	)			4,905				(3,827	)
Uncollectible amounts billable in lease income			4,900				6,620				11,046				8,895
Total lease income		$	292,864				276,730			$	586,509				543,087

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 lease commencement, the Company generally expects that collectibility of substantially all payments due under the lease 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. For operating leases in which collectibility of Lease income is not considered probable, Lease income is recognized on a cash basis and all previously recognized straight-line rent receivables are reversed in the period in which the Lease income is determined no longer to be probable of collection. Should collectibility of Lease income become probable again, through evaluation of qualitative and quantitative measures on a tenant by tenant basis, accrual basis accounting resumes and all commencement-to-date straight-line rent is recognized in that period. 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)		June 30, 2022				December 31, 2021
Tenant receivables		$	21,135			$	27,354
Straight-line rent receivables			115,427				103,942
Other receivables (1)			23,081				21,795
Total tenant and other receivables		$	159,643			$	153,091

(1)

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

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:

		June 30, 2022								December 31, 2021
(in thousands)		Carrying Amount				Fair Value				Carrying Amount				Fair Value
Financial liabilities:
Notes payable		$	3,737,380				3,525,203				3,718,944				4,103,533

The above fair values represent management's estimate of the amounts that would be received from selling those assets or that would be paid to transfer those liabilities in an orderly transaction between market participants as of June 30, 2022, and December 31, 2021, 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.

REGENCY CENTERS CORPORATION AND REGENCY CENTERS, L.P.

Notes to Unaudited Consolidated Financial Statements

June 30, 2022

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 loss (income) in the accompanying Consolidated Statements of Operations, and include unrealized losses of $5.5 million and unrealized gains of $1.4 million during the three months ended June 30, 2022 and 2021, respectively, and unrealized losses of $8.5 million and unrealized gains of $1.8 million during the six months ended June 30, 2022 and 2021, respectively, on equity securities.

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.

REGENCY CENTERS CORPORATION AND REGENCY CENTERS, L.P.

Notes to Unaudited Consolidated Financial Statements

June 30, 2022

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

	Fair Value Measurements as of June 30, 2022
					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	$	40,746				40,746				—				—
Available-for-sale debt securities		14,439				—				14,439				—
Interest rate derivatives		3,950				—				3,950				—
Total	$	59,135				40,746				18,389				—

	Fair Value Measurements as of December 31, 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	$	49,513				49,513				—				—
Available-for-sale debt securities		15,599				—				15,599				—
Interest rate derivatives		—				—				—				—
Total	$	65,112				49,513				15,599				—
Liabilities:
Interest rate derivatives	$	(2,858	)			—				(2,858	)			—

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, 2021
					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	$	140,500				—				—				140,500				(84,277	)

During the year ended December 31, 2021, the Company revalued two shopping centers to estimated fair value due to a change in expected hold period using a discounted cash flow model with a discount rate of 7.2% and a terminal capitalization rate of 5.25%.

9.	Equity and Capital

Common Stock of the Parent Company

Dividends Declared

On August 2, 2022, our Board of Directors declared a common stock dividend of $0.625 per share, payable on October 4, 2022, to shareholders of record as of September 15, 2022.

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

June 30, 2022

During 2021, the Company entered into forward sale agreements under its ATM program to issue shares of its common stock at a weighted average offering price of $64.59 before any underwriting discount and offering expenses. In April 2022, the Company settled 984,618 shares subject to forward sales agreements and received proceeds of approximately $61.3 million, after approximately $3.3 million in underwriting discounts and offering expenses. The proceeds were used to fund acquisitions. All shares are now settled under the forward sales agreements.

As of June 30, 2022, $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 (referred to as the "Authorized Repurchase Program"). Any shares purchased, if not retired, will be treated as treasury shares. Under the current authorization, the Authorized Repurchase 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 Authorized Repurchase Program depend upon marketplace conditions, liquidity needs, and other factors. No shares had been repurchased under the Authorized Repurchase Program prior to or during the three months ended March 31, 2022.

During the three months ended June 30, 2022, the Company executed multiple trades to repurchase 1,294,201 common shares under the Authorized Repurchase Program for a total of $75.4 million at a weighted average price of $58.25 per share. Due to the trade plus two business day settlement requirements, the June 30, 2022 trades representing 59,784 of these common shares repurchased for $3.5 million, did not settle until July 5, 2022 and remained in the Company's outstanding shares as of June 30, 2022. All repurchased shares were retired on the respective settlement dates.

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 six months ended June 30, 2022, 18,613 Partnership Units were converted to Parent Company common stock.

10.	Stock-Based Compensation

During the six months ended June 30, 2022, the Company granted 272,003 shares of restricted stock with a weighted-average grant-date fair value of $72.88 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 June 30,								Six months ended June 30,
(in thousands, except per share data)		2022				2021				2022				2021
Numerator:
Income attributable to common stockholders - basic		$	104,796				95,490			$	300,024				176,146
Income attributable to common stockholders - diluted		$	104,796				95,490			$	300,024				176,146
Denominator:
Weighted average common shares outstanding for basic EPS			172,064				169,854				171,692				169,812
Weighted average common shares outstanding for diluted EPS			172,424				170,172				172,036				170,065
Income per common share – basic		$	0.61				0.56			$	1.75				1.04
Income per common share – diluted		$	0.61				0.56			$	1.74				1.04

REGENCY CENTERS CORPORATION AND REGENCY CENTERS, L.P.

Notes to Unaudited Consolidated Financial Statements

June 30, 2022

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 were 741,433 and 762,793 for the three months ended June 30, 2022 and 2021, respectively, and were 755,393 and 763,907 for the six months ended June 30, 2022 and 2021, respectively.

Operating Partnership Earnings per Unit

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

		Three months ended June 30,								Six months ended June 30,
(in thousands, except per share data)		2022				2021				2022				2021
Numerator:
Income attributable to common unit holders - basic		$	105,248				95,922			$	301,339				176,942
Income attributable to common unit holders - diluted		$	105,248				95,922			$	301,339				176,942
Denominator:
Weighted average common units outstanding for basic EPU			172,805				170,617				172,448				170,576
Weighted average common units outstanding for diluted EPU			173,165				170,935				172,791				170,828
Income per common unit – basic		$	0.61				0.56			$	1.75				1.04
Income per common unit – diluted		$	0.61				0.56			$	1.74				1.04

12.	Commitments and Contingencies

Litigation

The Company is involved in litigation on a number of matters, and is subject to other disputes that arise in the ordinary course of business. While the outcome of any particular lawsuit or dispute cannot be predicted with certainty, in the opinion of management, the Company's currently pending litigation and disputes are not expected to have a material adverse effect on the Company's consolidated financial position, results of operations, or liquidity. 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, older underground petroleum storage tanks and other historic land use. 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. As of June 30, 2022 and December 31, 2021, the Company had $9.4 million in letters of credit outstanding. These letters of credit are primarily issued as collateral on behalf of its captive insurance program and to facilitate the construction of development projects.