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, 2023

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 171,003,217 as of August 3, 2023.

EXPLANATORY NOTE

This Quarterly Report on Form 10-Q (this "Report") combines the quarterly reports on Form 10-Q for the quarter ended June 30, 2023, of Regency Centers Corporation and Regency Centers, L.P. Unless stated otherwise or the context otherwise requires, references to "Regency Centers Corporation" or the "Parent Company" mean Regency Centers Corporation and its controlled subsidiaries and references to "Regency Centers, L.P." or the "Operating Partnership" mean Regency Centers, L.P. and its controlled subsidiaries. The terms "the Company," "Regency Centers," "Regency," "we," "our," and "us" as used in this Report mean the Parent Company and the Operating Partnership, collectively.

The Parent Company is a Real Estate Investment Trust ("REIT") and the general partner of the Operating Partnership. The Operating Partnership's capital includes general and limited common Partnership Units ("Units"). As of June 30, 2023, the Parent Company owned approximately 99.4% 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 Units 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.

Shareholders' equity, partners' capital, and noncontrolling interests are the main areas of difference between the Consolidated Financial Statements of the Parent Company and those of the Operating Partnership. The Operating Partnership's capital includes 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 shareholders' 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 shareholders' equity and partners' capital differ as discussed above, the assets and liabilities of the Parent Company and the Operating Partnership are the same on their respective financial statements.

TABLE OF CONTENTS

		Form 10-Q Report Page
PART I - FINANCIAL INFORMATION
Item 1.	Financial Statements (Unaudited)
Regency Centers Corporation:
	Consolidated Balance Sheets as of June 30, 2023 and December 31, 2022	1
	Consolidated Statements of Operations for the periods ended June 30, 2023 and 2022	2
	Consolidated Statements of Comprehensive Income for the periods ended June 30, 2023 and 2022	3
	Consolidated Statements of Equity for the periods ended June 30, 2023 and 2022	4
	Consolidated Statements of Cash Flows for the periods ended June 30, 2023 and 2022	6
Regency Centers, L.P.:
	Consolidated Balance Sheets as of June 30, 2023 and December 31, 2022	8
	Consolidated Statements of Operations for the periods ended June 30, 2023 and 2022	9
	Consolidated Statements of Comprehensive Income for the periods ended June 30, 2023 and 2022	10
	Consolidated Statements of Capital for the periods ended June 30, 2023 and 2022	11
	Consolidated Statements of Cash Flows for the periods ended June 30, 2023 and 2022	13
	Notes to Consolidated Financial Statements	15
Item 2.	Management's Discussion and Analysis of Financial Condition and Results of Operations	28
Item 3.	Quantitative and Qualitative Disclosures about Market Risk	49
Item 4.	Controls and Procedures	50
PART II - OTHER INFORMATION
Item 1.	Legal Proceedings	50
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	52
Item 6.	Exhibits	52
SIGNATURES		54

PART I - FINANCIAL INFORMATION

Item 1. Financial Statements

REGENCY CENTERS CORPORATION

Consolidated Balance Sheets

June 30, 2023 and December 31, 2022

(in thousands, except share data)

		2023				2022
Assets		(unaudited)
Net real estate investments:
Real estate assets, at cost		$	11,953,086				11,858,064
Less: accumulated depreciation			2,549,937				2,415,860
Real estate assets, net			9,403,149				9,442,204
Investments in real estate partnerships			342,439				350,377
Net real estate investments			9,745,588				9,792,581
Cash, cash equivalents, and restricted cash, including $3,259 and $2,310 of restricted cash at June 30, 2023 and December 31, 2022, respectively			43,108				68,776
Tenant and other receivables			206,053				188,863
Deferred leasing costs, less accumulated amortization of $120,436 and $117,137 at June 30, 2023 and December 31, 2022, respectively			69,788				68,945
Acquired lease intangible assets, less accumulated amortization of $345,131 and $338,053 at June 30, 2023 and December 31, 2022, respectively			178,849				197,745
Right of use assets, net			303,716				275,513
Other assets			280,843				267,797
Total assets		$	10,827,945				10,860,220
Liabilities and Equity
Liabilities:
Notes payable		$	3,709,074				3,726,754
Accounts payable and other liabilities			317,894				317,259
Acquired lease intangible liabilities, less accumulated amortization of $201,440 and $193,315 at June 30, 2023 and December 31, 2022, respectively			336,636				354,204
Lease liabilities			243,462				213,722
Tenants' security, escrow deposits and prepaid rent			77,093				70,242
Total liabilities			4,684,159				4,682,181
Commitments and contingencies			—				—
Equity:
Shareholders' equity:
Common stock; $0.01 par value per share, 220,000,000 shares authorized; 170,998,004 and 171,124,593 shares issued at June 30, 2023 and December 31, 2022, respectively			1,710				1,711
Treasury stock at cost; 442,449 and 465,415 shares held at June 30, 2023 and December 31, 2022, respectively			(24,676	)			(24,461	)
Additional paid-in-capital			7,859,249				7,877,152
Accumulated other comprehensive income			7,336				7,560
Distributions in excess of net income			(1,803,406	)			(1,764,977	)
Total shareholders' equity			6,040,213				6,096,985
Noncontrolling interests:
Exchangeable operating partnership units, aggregate redemption value of $66,720 and $46,340 at June 30, 2023 and December 31, 2022, respectively			54,281				34,489
Limited partners' interests in consolidated partnerships			49,292				46,565
Total noncontrolling interests			103,573				81,054
Total equity			6,143,786				6,178,039
Total liabilities and equity		$	10,827,945				10,860,220

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,
		2023				2022				2023				2022
Revenues:
Lease income		$	304,458				292,864			$	613,259				586,509
Other property income			2,683				2,720				5,821				5,824
Management, transaction, and other fees			7,106				6,499				13,144				13,183
Total revenues			314,247				302,083				632,224				605,516
Operating expenses:
Depreciation and amortization			83,161				79,350				165,868				157,192
Property operating expense			54,394				47,750				105,416				94,211
Real estate taxes			38,509				36,700				76,986				73,569
General and administrative			25,065				17,645				50,345				36,437
Other operating expenses			1,682				617				1,185				2,790
Total operating expenses			202,811				182,062				399,800				364,199
Other expense (income):
Interest expense, net			36,956				36,699				73,349				73,437
Gain on sale of real estate, net of tax			(81	)			(4,291	)			(331	)			(106,239	)
Net investment (income) loss			(1,742	)			5,468				(3,469	)			7,962
Total other expense (income)			35,133				37,876				69,549				(24,840	)
Income from operations before equity in income of investments in real estate partnerships			76,303				82,145				162,875				266,157
Equity in income of investments in real estate partnerships			11,869				23,842				23,785				36,646
Net income			88,172				105,987				186,660				302,803
Noncontrolling interests:
Exchangeable operating partnership units			(550	)			(452	)			(970	)			(1,315	)
Limited partners' interests in consolidated partnerships			(840	)			(739	)			(1,627	)			(1,464	)
Income attributable to noncontrolling interests			(1,390	)			(1,191	)			(2,597	)			(2,779	)
Net income attributable to common shareholders		$	86,782				104,796			$	184,063				300,024
Income per common share - basic		$	0.51				0.61			$	1.08				1.75
Income per common share - diluted		$	0.51				0.61			$	1.07				1.74

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,
		2023				2022				2023				2022
Net income		$	88,172				105,987			$	186,660				302,803
Other comprehensive income:
Effective portion of change in fair value of derivative instruments:
Effective portion of change in fair value of derivative instruments			5,457				4,436				2,721				13,404
Reclassification adjustment of derivative instruments included in net income			(1,649	)			481				(3,141	)			1,491
Unrealized (loss) gain on available-for-sale debt securities			(115	)			(223	)			77				(977	)
Other comprehensive income (loss)			3,693				4,694				(343	)			13,918
Comprehensive income			91,865				110,681				186,317				316,721
Less: comprehensive income attributable to noncontrolling interests:
Net income attributable to noncontrolling interests			1,390				1,191				2,597				2,779
Other comprehensive income (loss) attributable to noncontrolling interests			284				542				(119	)			1,303
Comprehensive income attributable to noncontrolling interests			1,674				1,733				2,478				4,082
Comprehensive income attributable to the Company		$	90,191				108,948			$	183,839				312,639

See accompanying notes to consolidated financial statements.

REGENCY CENTE****RS CORPORATION

Consolidated Statements of Equity

For the three months ended June 30, 2023 and 2022

(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 Shareholders' Equity				Exchangeable Operating Partnership Units				Limited Partners' Interest in Consolidated Partnerships				Total Noncontrolling Interests				Total Equity
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
Balance at March 31, 2023		$	1,710				(25,699	)			7,856,426				3,927				(1,779,043	)			6,057,321				34,411				47,703				82,114				6,139,435
Net income			—				—				—				—				86,782				86,782				550				840				1,390				88,172
Other comprehensive income
Other comprehensive income before reclassification			—				—				—				4,886				—				4,886				32				424				456				5,342
Amounts reclassified from accumulated other comprehensive income			—				—				—				(1,477	)			—				(1,477	)			(10	)			(162	)			(172	)			(1,649	)
Deferred compensation plan, net			—				1,023				(1,023	)			—				—				—				—				—				—				—
Restricted stock issued, net of amortization			—				—				4,105				—				—				4,105				—				—				—				4,105
Common stock repurchased for taxes withheld for stock based compensation, net			—				—				(406	)			—				—				(406	)			—				—				—				(406	)
Common stock issued under dividend reinvestment plan			—				—				157				—				—				157				—				—				—				157
Common stock issued, net of issuance costs			—				—				(10	)			—				—				(10	)			—				—				—				(10	)
Contributions from partners			—				—				—				—				—				—				—				1,428				1,428				1,428
Issuance of exchangeable operating partnership units			—				—				—				—				—				—				20,000				—				20,000				20,000
Distributions to partners			—				—				—				—				—				—				—				(941	)			(941	)			(941	)
Cash dividends declared:
Common stock/unit ($0.650 per share)			—				—				—				—				(111,145	)			(111,145	)			(702	)			—				(702	)			(111,847	)
Balance at June 30, 2023		$	1,710				(24,676	)			7,859,249				7,336				(1,803,406	)			6,040,213				54,281				49,292				103,573				6,143,786

See accompanying notes to consolidated financial statements.

REGENCY CENTERS CORPORATION

Consolidated Statements of Equity

For the six months ended June 30, 2023 and 2022

(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 Shareholders' Equity				Exchangeable Operating Partnership Units				Limited Partners' Interest in Consolidated Partnerships				Total Noncontrolling Interests				Total Equity
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
Balance at December 31, 2022		$	1,711				(24,461	)			7,877,152				7,560				(1,764,977	)			6,096,985				34,489				46,565				81,054				6,178,039
Net income			—				—				—				—				184,063				184,063				970				1,627				2,597				186,660
Other comprehensive income
Other comprehensive income before reclassification			—				—				—				2,570				—				2,570				21				207				228				2,798
Amounts reclassified from accumulated other comprehensive income			—				—				—				(2,794	)			—				(2,794	)			(15	)			(332	)			(347	)			(3,141	)
Deferred compensation plan, net			—				(215	)			215				—				—				—				—				—				—				—
Restricted stock issued, net of amortization			2				—				8,922				—				—				8,924				—				—				—				8,924
Common stock repurchased for taxes withheld for stock based compensation, net			—				—				(7,326	)			—				—				(7,326	)			—				—				—				(7,326	)
Common stock repurchased and retired			(3	)			—				(20,003	)			—				—				(20,006	)			—				—				—				(20,006	)
Common stock issued under dividend reinvestment plan			—				—				299				—				—				299				—				—				—				299
Common stock issued, net of issuance costs			—				—				(10	)			—				—				(10	)			—				—				—				(10	)
Contributions from partners			—				—				—				—				—				—				—				3,205				3,205				3,205
Issuance of exchangeable operating partnership units			—				—				—				—				—				—				20,000				—				20,000				20,000
Distributions to partners			—				—				—				—				—				—				—				(1,980	)			(1,980	)			(1,980	)
Cash dividends declared:
Common stock/unit ($1.300 per share)			—				—				—				—				(222,492	)			(222,492	)			(1,184	)			—				(1,184	)			(223,676	)
Balance at June 30, 2023		$	1,710				(24,676	)			7,859,249				7,336				(1,803,406	)			6,040,213				54,281				49,292				103,573				6,143,786

See accompanying notes to consolidated financial statements.

REGENCY CENTERS CORPORATION

Consolidated Statements of Cash Flows

For the six months ended June 30, 2023 and 2022

(in thousands)

(unaudited)

		2023				2022
Cash flows from operating activities:
Net income		$	186,660				302,803
Adjustments to reconcile net income to net cash provided by operating activities:
Depreciation and amortization			165,868				157,192
Amortization of deferred loan costs and debt premiums			2,983				2,821
(Accretion) and amortization of above and below market lease intangibles, net			(13,842	)			(10,528	)
Stock-based compensation, net of capitalization			8,854				8,501
Equity in income of investments in real estate partnerships			(23,785	)			(36,646	)
Gain on sale of real estate, net of tax			(331	)			(106,239	)
Distribution of earnings from investments in real estate partnerships			31,869				29,207
Deferred compensation expense (income)			2,940				(7,007	)
Realized and unrealized (gain) loss on investments			(3,376	)			8,033
Changes in assets and liabilities:
Tenant and other receivables			(14,549	)			(8,252	)
Deferred leasing costs			(3,591	)			(4,263	)
Other assets			(17,951	)			(8,353	)
Accounts payable and other liabilities			6,091				(172	)
Tenants' security, escrow deposits and prepaid rent			6,837				660
Net cash provided by operating activities			334,677				327,757
Cash flows from investing activities:
Acquisition of operating real estate, net of cash acquired of $3,061 in 2022			—				(139,775	)
Real estate development and capital improvements			(100,114	)			(99,470	)
Proceeds from sale of real estate and FF&E			3,745				136,421
Issuance of notes receivable			(4,000	)			—
Investments in real estate partnerships			(3,109	)			(11,549	)
Return of capital from investments in real estate partnerships			3,644				48,473
Dividends on investment securities			420				214
Acquisition of investment securities			(2,748	)			(8,313	)
Proceeds from sale of investment securities			10,751				8,737
Net cash used in investing activities			(91,411	)			(65,262	)
Cash flows from financing activities:
Net proceeds from common stock issuance			(10	)			61,284
Repurchase of common shares in conjunction with equity award plans			(7,621	)			(6,388	)
Common shares repurchased through share repurchase program			(20,006	)			(71,898	)
Proceeds from sale of treasury stock			28				64
Contributions from limited partners in consolidated partnerships, net			1,225				1,234
Distributions to exchangeable operating partnership unit holders			(964	)			(950	)
Dividends paid to common shareholders			(222,275	)			(213,868	)
Proceeds from unsecured credit facilities			235,000				75,000
Repayment of unsecured credit facilities			(235,000	)			(75,000	)
Proceeds from notes payable			15,500				—
Repayment of notes payable			(29,616	)			—
Scheduled principal payments			(5,054	)			(5,728	)
Payment of loan costs			(141	)			(82	)
Net cash used in financing activities			(268,934	)			(236,332	)
Net (decrease) increase in cash and cash equivalents and restricted cash			(25,668	)			26,163
Cash and cash equivalents and restricted cash at beginning of the period			68,776				95,027
Cash and cash equivalents and restricted cash at end of the period		$	43,108				121,190

See accompanying notes to consolidated financial statements.

REGENCY CENTERS CORPORATION

Consolidated Statements of Cash Flows

For the six months ended June 30, 2023 and 2022

(in thousands)

(unaudited)

		2023				2022
Supplemental disclosure of cash flow information:
Cash paid for interest (net of capitalized interest of $2,534 and $1,815 in 2023 and 2022, respectively)		$	71,091				70,876
Cash paid for income taxes, net of refunds		$	573				370
Supplemental disclosure of non-cash transactions:
Common stock and exchangeable operating partnership dividends declared but not paid		$	111,847				108,215
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
Accrued common stock repurchase in Accounts payable and other liabilities		$	—				3,521
Exchangeable operating partnership units issued for acquisition of real estate		$	20,000				—
Change in accrued capital expenditures		$	9,011				5,050
Common stock issued under dividend reinvestment plan		$	299				252
Stock-based compensation capitalized		$	366				373
Contributions from limited partners in consolidated partnerships		$	—				5,436
Common stock issued for dividend reinvestment in trust		$	617				555
Contribution of stock awards into trust		$	1,844				2,022
Distribution of stock held in trust		$	2,245				566
Change in fair value of securities		$	98				1,236

See accompanying notes to consolidated financial statements.

REGENCY CENTERS, L.P.

Consolidated Balance Sheets

June 30, 2023 and December 31, 2022

(in thousands, except unit data)

		2023				2022
Assets		(unaudited)
Net real estate investments:
Real estate assets, at cost		$	11,953,086				11,858,064
Less: accumulated depreciation			2,549,937				2,415,860
Real estate assets, net			9,403,149				9,442,204
Investments in real estate partnerships			342,439				350,377
Net real estate investments			9,745,588				9,792,581
Cash, cash equivalents, and restricted cash, including $3,259 and $2,310 of restricted cash at June 30, 2023 and December 31, 2022, respectively			43,108				68,776
Tenant and other receivables			206,053				188,863
Deferred leasing costs, less accumulated amortization of $120,436 and $117,137 at June 30, 2023 and December 31, 2022, respectively			69,788				68,945
Acquired lease intangible assets, less accumulated amortization of $345,131 and $338,053 at June 30, 2023 and December 31, 2022, respectively			178,849				197,745
Right of use assets, net			303,716				275,513
Other assets			280,843				267,797
Total assets		$	10,827,945				10,860,220
Liabilities and Capital
Liabilities:
Notes payable		$	3,709,074				3,726,754
Accounts payable and other liabilities			317,894				317,259
Acquired lease intangible liabilities, less accumulated amortization of $201,440 and $193,315 at June 30, 2023 and December 31, 2022, respectively			336,636				354,204
Lease liabilities			243,462				213,722
Tenants' security, escrow deposits and prepaid rent			77,093				70,242
Total liabilities			4,684,159				4,682,181
Capital:
Partners' capital:
General partner; 170,998,004 and 171,124,593 units outstanding at June 30, 2023 and December 31, 2022, respectively			6,032,877				6,089,425
Limited partners; 1,080,137 and 741,433 units outstanding at June 30, 2023 and December 31, 2022 respectively			54,281				34,489
Accumulated other comprehensive income			7,336				7,560
Total partners' capital			6,094,494				6,131,474
Noncontrolling interest: Limited partners' interests in consolidated partnerships			49,292				46,565
Total capital			6,143,786				6,178,039
Total liabilities and capital		$	10,827,945				10,860,220

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,
		2023				2022				2023				2022
Revenues:
Lease income		$	304,458				292,864			$	613,259				586,509
Other property income			2,683				2,720				5,821				5,824
Management, transaction, and other fees			7,106				6,499				13,144				13,183
Total revenues			314,247				302,083				632,224				605,516
Operating expenses:
Depreciation and amortization			83,161				79,350				165,868				157,192
Property operating expense			54,394				47,750				105,416				94,211
Real estate taxes			38,509				36,700				76,986				73,569
General and administrative			25,065				17,645				50,345				36,437
Other operating expenses			1,682				617				1,185				2,790
Total operating expenses			202,811				182,062				399,800				364,199
Other expense (income):
Interest expense, net			36,956				36,699				73,349				73,437
Gain on sale of real estate, net of tax			(81	)			(4,291	)			(331	)			(106,239	)
Net investment (income) loss			(1,742	)			5,468				(3,469	)			7,962
Total other expense (income)			35,133				37,876				69,549				(24,840	)
Income from operations before equity in income of investments in real estate partnerships			76,303				82,145				162,875				266,157
Equity in income of investments in real estate partnerships			11,869				23,842				23,785				36,646
Net income			88,172				105,987				186,660				302,803
Limited partners' interests in consolidated partnerships			(840	)			(739	)			(1,627	)			(1,464	)
Net income attributable to common unit holders		$	87,332				105,248			$	185,033				301,339
Income per common share - basic		$	0.51				0.61			$	1.08				1.75
Income per common share - diluted		$	0.51				0.61			$	1.07				1.74

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,
		2023				2022				2023				2022
Net income		$	88,172				105,987			$	186,660				302,803
Other comprehensive income:
Effective portion of change in fair value of derivative instruments:
Effective portion of change in fair value of derivative instruments			5,457				4,436				2,721				13,404
Reclassification adjustment of derivative instruments included in net income			(1,649	)			481				(3,141	)			1,491
Unrealized (loss) gain on available-for-sale debt securities			(115	)			(223	)			77				(977	)
Other comprehensive income (loss)			3,693				4,694				(343	)			13,918
Comprehensive income			91,865				110,681				186,317				316,721
Less: comprehensive income attributable to noncontrolling interests:
Net income attributable to noncontrolling interests			840				739				1,627				1,464
Other comprehensive income (loss) attributable to noncontrolling interests			262				522				(125	)			1,242
Comprehensive income attributable to noncontrolling interests			1,102				1,261				1,502				2,706
Comprehensive income attributable to the Partnership		$	90,763				109,420			$	184,815				314,015

See accompanying notes to consolidated financial statements.

REGENCY CENTERS, L.P.

C****onsolidated Statements of Capital

For the three months ended June 30, 2023 and 2022

(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, 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 income			—				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 issuance costs			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 units 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
Balance at March 31, 2023		$	6,053,394				34,411				3,927				6,091,732				47,703				6,139,435
Net income			86,782				550				—				87,332				840				88,172
Other comprehensive income
Other comprehensive income before reclassification			—				32				4,886				4,918				424				5,342
Amounts reclassified from accumulated other comprehensive loss			—				(10	)			(1,477	)			(1,487	)			(162	)			(1,649	)
Contributions from partners			—				—				—				—				1,428				1,428
Issuance of exchangeable operating partnership units			—				20,000				—				20,000				—				20,000
Distributions to partners			(111,145	)			(702	)			—				(111,847	)			(941	)			(112,788	)
Restricted units issued as a result of restricted stock issued by Parent Company, net of amortization			4,105				—				—				4,105				—				4,105
Common units issued as a result of common stock issued by Parent Company, net of issuance costs			(10	)			—				—				(10	)			—				(10	)
Common units repurchased as a result of common stock repurchased by Parent Company, net of issuances			(249	)			—				—				(249	)			—				(249	)
Balance at June 30, 2023		$	6,032,877				54,281				7,336				6,094,494				49,292				6,143,786

See accompanying notes to consolidated financial statements.

REGENCY CENTERS, L.P.

Consolidated Statements of Capital

For the six months ended June 30, 2023 and 2022

(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, 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 units 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
Balance at December 31, 2022		$	6,089,425				34,489				7,560				6,131,474				46,565				6,178,039
Net income			184,063				970				—				185,033				1,627				186,660
Other comprehensive income
Other comprehensive income before reclassification			—				21				2,570				2,591				207				2,798
Amounts reclassified from accumulated other comprehensive income			—				(15	)			(2,794	)			(2,809	)			(332	)			(3,141	)
Contributions from partners			—				—				—				—				3,205				3,205
Issuance of exchangeable operating partnership units			—				20,000				—				20,000				—				20,000
Distributions to partners			(222,492	)			(1,184	)			—				(223,676	)			(1,980	)			(225,656	)
Restricted units issued as a result of restricted stock issued by Parent Company, net of amortization			8,924				—				—				8,924				—				8,924
Common units repurchased and retired as a result of common stock repurchased and retired by Parent Company			(20,006	)			—				—				(20,006	)			—				(20,006	)
Common units issued as a result of common stock issued by Parent Company, net of issuance costs			(10	)			—				—				(10	)			—				(10	)
Common units repurchased as a result of common stock repurchased by Parent Company, net of issuances			(7,027	)			—				—				(7,027	)			—				(7,027	)
Balance at June 30, 2023		$	6,032,877				54,281				7,336				6,094,494				49,292				6,143,786

See accompanying notes to consolidated financial statements.

REGENCY CENTERS, L.P.

Consolidated Statem****ents of Cash Flows

For the six months ended June 30, 2023 and 2022

(in thousands)

(unaudited)

		2023				2022
Cash flows from operating activities:
Net income		$	186,660				302,803
Adjustments to reconcile net income to net cash provided by operating activities:
Depreciation and amortization			165,868				157,192
Amortization of deferred loan costs and debt premiums			2,983				2,821
(Accretion) and amortization of above and below market lease intangibles, net			(13,842	)			(10,528	)
Stock-based compensation, net of capitalization			8,854				8,501
Equity in income of investments in real estate partnerships			(23,785	)			(36,646	)
Gain on sale of real estate, net of tax			(331	)			(106,239	)
Distribution of earnings from investments in real estate partnerships			31,869				29,207
Deferred compensation expense (income)			2,940				(7,007	)
Realized and unrealized (gain) loss on investments			(3,376	)			8,033
Changes in assets and liabilities:
Tenant and other receivables			(14,549	)			(8,252	)
Deferred leasing costs			(3,591	)			(4,263	)
Other assets			(17,951	)			(8,353	)
Accounts payable and other liabilities			6,091				(172	)
Tenants' security, escrow deposits and prepaid rent			6,837				660
Net cash provided by operating activities			334,677				327,757
Cash flows from investing activities:
Acquisition of operating real estate, net of cash acquired of $3,061 in 2022			—				(139,775	)
Real estate development and capital improvements			(100,114	)			(99,470	)
Proceeds from sale of real estate and FF&E			3,745				136,421
Issuance of notes receivable			(4,000	)			—
Investments in real estate partnerships			(3,109	)			(11,549	)
Return of capital from investments in real estate partnerships			3,644				48,473
Dividends on investment securities			420				214
Acquisition of investment securities			(2,748	)			(8,313	)
Proceeds from sale of investment securities			10,751				8,737
Net cash used in investing activities			(91,411	)			(65,262	)
Cash flows from financing activities:
Net proceeds from common stock issuance			(10	)			61,284
Repurchase of common shares in conjunction with equity award plans			(7,621	)			(6,388	)
Common units repurchased through share repurchase program			(20,006	)			(71,898	)
Proceeds from sale of treasury stock			28				64
Contributions from limited partners in consolidated partnerships, net			1,225				1,234
Distributions to partners			(223,239	)			(214,818	)
Proceeds from unsecured credit facilities			235,000				75,000
Repayment of unsecured credit facilities			(235,000	)			(75,000	)
Proceeds from notes payable			15,500				—
Repayment of notes payable			(29,616	)			—
Scheduled principal payments			(5,054	)			(5,728	)
Payment of loan costs			(141	)			(82	)
Net cash used in financing activities			(268,934	)			(236,332	)
Net (decrease) increase in cash and cash equivalents and restricted cash			(25,668	)			26,163
Cash and cash equivalents and restricted cash at beginning of the period			68,776				95,027
Cash and cash equivalents and restricted cash at end of the period		$	43,108				121,190

See accompanying notes to consolidated financial statements.

REGENCY CENTERS, L.P.

Consolidated Statements of Cash Flows

For the six months ended June 30, 2023 and 2022

(in thousands)

(unaudited)

		2023				2022
Supplemental disclosure of cash flow information:
Cash paid for interest (net of capitalized interest of $2,534 and $1,815 in 2023 and 2022, respectively)		$	71,091				70,876
Cash paid for income taxes, net of refunds		$	573				370
Supplemental disclosure of non-cash transactions:
Common stock and exchangeable operating partnership dividends declared but not paid		$	111,847				108,215
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
Accrued common stock repurchase in Accounts payable and other liabilities		$	—				3,521
Exchangeable operating partnership units issued for acquisition of real estate		$	20,000				—
Change in accrued capital expenditures		$	9,011				5,050
Common stock issued by Parent Company for dividend reinvestment plan		$	299				252
Stock-based compensation capitalized		$	366				373
Contributions from limited partners in consolidated partnerships		$	—				5,436
Common stock issued for dividend reinvestment in trust		$	617				555
Contribution of stock awards into trust		$	1,844				2,022
Distribution of stock held in trust		$	2,245				566
Change in fair value of securities		$	98				1,236

See accompanying notes to consolidated financial statements.

REGENCY CENTERS CORPORATION AND REGENCY CENTERS, L.P.

Notes to Unaudited Consolidated Financial Statements

June 30, 2023

1.	Organization and Significant Accounting Policies

General

Regency Centers Corporation (the "Parent Company") began its operations as a REIT in 1993 and is the general partner of Regency Centers, L.P. (the "Operating Partnership"). The Parent Company primarily engages in the ownership, management, leasing, acquisition, development, and redevelopment of shopping centers through the Operating Partnership, and has no other assets other than through its investment in the Operating Partnership, 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, 2023, the Parent Company, the Operating Partnership, and their controlled subsidiaries on a consolidated basis owned 310 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.

Pending Acquisition of Urstadt Biddle Properties Inc.

On May 17, 2023, the Parent Company entered into an Agreement and Plan of Merger (the “merger agreement”) by and among the Parent Company, Hercules Merger Sub, LLC, a wholly owned subsidiary of the Parent Company (“Merger Sub”), Urstadt Biddle Properties Inc. (“UBP” or “Urstadt Biddle”), UB Maryland I, Inc., a wholly owned subsidiary of Urstadt Biddle (“UB Sub I”), and UB Maryland II, Inc., a wholly owned subsidiary of UB Sub I (“UB Sub II”), pursuant to which, subject to the satisfaction or waiver of certain conditions, (a) UB Sub II will be merged with and into Urstadt Biddle (the “first merger”), with Urstadt Biddle surviving the first merger as a wholly owned subsidiary of UB Sub I, and (b) following the first merger, UB Sub I will be merged with and into Merger Sub (the “second merger” and together with the first merger, the “mergers”), with Merger Sub being the surviving entity in the second merger. The combined company will retain the Regency name and continue to trade under the ticker symbol “REG” on the National Association of Securities Dealers Automated Quotations (the “NASDAQ”). On the terms and subject to the conditions set forth in the merger agreement, which has been approved by the boards of directors of Regency Centers Corporation and UBP, at the effective time of the first merger (the “first merger effective time”), each share of Urstadt Biddle’s common stock, par value $0.01 per share (“Urstadt Biddle common stock”), class A common stock, par value $0.01 per share (“Urstadt Biddle Class A common stock” and, together with Urstadt Biddle common stock, the “Urstadt Biddle common shares”), 6.25% Series H Cumulative Redeemable Preferred Stock and 5.875% Series K Cumulative Redeemable Preferred Stock will be converted into one equivalent share in UB Sub I, with respect to each class, subject to limited exceptions set forth in the merger agreement. Immediately thereafter, at the effective time of the second merger (the “second merger effective time”), each share of UB Sub I’s common stock, par value $0.01 per share, and class A common stock, par value $0.01 per share, will be converted into 0.347 of a share of common stock, par value $0.01 per share, of common stock of the Parent Company, without interest and subject to certain adjustments, subject to limited exceptions set forth in the merger agreement, and each share of UB Sub I’s 6.25% Series H Cumulative Redeemable Preferred Stock and 5.875% Series K Cumulative Redeemable Preferred Stock will be converted into one share of newly issued Parent Company 6.25% Series A Cumulative Redeemable Preferred Stock (“Parent Company Series A preferred stock”) and 5.875% Series B Cumulative Redeemable Preferred Stock (“Parent Company Series B preferred stock”), respectively. The closing of the mergers is subject to certain conditions, including the requisite approval from the stockholders of UBP (a special meeting of the stockholders of UBP to vote on the mergers is scheduled to be held on August 16, 2023), the receipt of certain tax opinions by Regency Centers Corporation and UBP, and other customary closing conditions. The mergers are expected to close mid-to-late August, 2023. However, the Company cannot predict with certainty when, or if, the mergers will be completed because completion of the mergers is subject to conditions beyond the control of the Company. In connection with the proposed transaction, on July 12, 2023, Regency Centers Corporation filed with the Securities and Exchange Commission a registration statement on Form S-4 that included a proxy statement of UBP and constituted a prospectus of Regency.

REGENCY CENTERS CORPORATION AND REGENCY CENTERS, L.P.

Notes to Unaudited Consolidated Financial Statements

June 30, 2023

Risks and Uncertainties

The success of the Company's tenants in operating their businesses and their corresponding ability to pay rent continue to be influenced by current economic challenges, which impact their cost of doing business, including but not limited to the impact of inflation, the cost and availability of labor, increasing energy prices and interest rates, and access to credit. Additionally, macroeconomic and geopolitical risks create challenges that may exacerbate current market conditions in the United States of America ("U.S.", "USA" or "United States"). The policies implemented by the U.S. government 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 consumer spending, 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 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, 2023, the Parent Company owned approximately 99.4% 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 (i.e. registered shares of the Parent). The Parent Company has evaluated the conditions as specified under Accounting Standards Codification ("ASC") Topic 480, Distinguishing Liabilities from Equity, as it relates to EOP units outstanding and concluded that the Parent Company 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, 2023

Real Estate Partnerships

As of June 30, 2023, Regency had a partial ownership interest in 108 properties through partnerships, of which 12 are consolidated. 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, 2023				December 31, 2022
Assets
Net real estate investments		$	132,744				107,725
Cash, cash equivalents and restricted cash			2,794				2,420
Liabilities
Notes payable			3,702				4,188
Equity
Limited partners' interests in consolidated partnerships			24,478				24,364

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. Income within Management, transaction, and other fees on the Consolidated Statements of Operations is primarily from contracts with the Company's real estate partnerships. The primary components of these revenue streams, the timing of satisfying the performance obligations, and amounts are as follows:

				Three months ended June 30,								Six months ended June 30,
(in thousands)		Timing of satisfaction of performance obligations		2023				2022				2023				2022
Management, transaction, and other fees:
Property management services		Over time		$	3,487				3,310			$	6,945				6,928
Asset management services		Over time			1,648				1,669				3,277				3,425
Leasing services		Point in time			1,096				1,171				1,814				2,167
Other transaction fees		Point in time			875				349				1,108				663
Total management, transaction, and other fees				$	7,106				6,499			$	13,144				13,183

The accounts receivable for management services, which are included within Tenant and other receivables in the accompanying Consolidated Balance Sheets, are $17.1 million and $16.4 million, as of June 30, 2023 and December 31, 2022, respectively.

REGENCY CENTERS CORPORATION AND REGENCY CENTERS, L.P.

Notes to Unaudited Consolidated Financial Statements

June 30, 2023

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 2020-04, Reference Rate Reform (Topic 848): Facilitation of the Effects of Reference Rate Reform on Financial Reporting		In March 2020, the Financial Accounting Standards Board ("FASB") issued ASU 2020-04, Reference Rate Reform (Topic 848). ASU 2020-04 contains practical expedients for reference rate reform related to activities that impact debt, leases, derivatives, and other contracts. The guidance in ASU 2020-04 is optional and may be elected over time as reference rate reform activities occur. The amendments in this update provide exceptions to the guidance in Topic 815 related to changes to the critical terms of a hedging relationship due to reference rate reform, which if criteria are met, provide such changes should not result in the dedesignation and redesignation of the hedging relationship.		March 2020 through March 31, 2023		The Company has elected to apply the hedge accounting expedients and exceptions related to changes to the reference rate from LIBOR to SOFR in the Company's interest rate swaps, which it completed during the three months ended March 31, 2023. Application of these exceptions preserves the hedge designation of interest rate swaps and the related accounting and presentation consistent with past presentation.

REGENCY CENTERS CORPORATION AND REGENCY CENTERS, L.P.

Notes to Unaudited Consolidated Financial Statements

June 30, 2023

2.	Real Estate Investments

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

(in thousands)				Six months ended June 30, 2023
Date Purchased		Property Name		City/State		Property Type		Regency Ownership		Purchase Price (1)				Debt Assumed, Net of Discounts (1)				Intangible Assets (1)				Intangible Liabilities (1)
Consolidated
5/1/2023		Sienna Phase 1		Houston, TX		Development		100%			2,695				—				—				—
5/18/2023		SunVet		Holbrook, NY		Development		99%			24,140				—				—				—
Total property acquisitions										$	26,835				—				—				—

(in thousands)				Six months ended June 30, 2022
Date Purchased		Property Name		City/State		Property Type		Regency 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
Total consolidated											211,253				22,779				22,137				8,704
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 unconsolidated										$	57,920				22,074				4,336				814
Total property acquisitions										$	269,173				44,853				26,473				9,518

(1)

Amounts 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)		2023				2022				2023				2022
Net proceeds from sale of real estate investments		$	142				11,497			$	3,065				136,421
Gain on sale of real estate, net of tax			81				4,291				331				106,239
Number of operating properties sold			—				—				—				1
Number of land parcels sold			—				2				1				3
Percent interest sold		100%				100%				100%				100%

REGENCY CENTERS CORPORATION AND REGENCY CENTERS, L.P.

Notes to Unaudited Consolidated Financial Statements

June 30, 2023

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, 2023				December 31, 2022
Goodwill		$	167,062				167,062
Investments			49,616				54,581
Prepaid and other			49,287				28,615
Derivative assets			5,915				6,575
Furniture, fixtures, and equipment, net ("FF&E")			4,953				5,808
Deferred financing costs, net			4,010				5,156
Total other assets		$	280,843				267,797

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, 2023				December 31, 2022
Notes payable:
Fixed rate mortgage loans		3.9%		3.4%		$	326,471				342,135
Variable rate mortgage loans (1)		3.8%		3.9%			132,039				136,246
Fixed rate unsecured debt		3.8%		4.0%			3,250,564				3,248,373
Total notes payable							3,709,074				3,726,754
Unsecured credit facilities:
$1.25 Billion Line of Credit (the "Line") (2)		6.0%		6.4%			—				—
Total debt outstanding						$	3,709,074				3,726,754

(1)

Five of these six variable rate loans, representing $129.8 million of debt in the aggregate, have interest rate swaps in place to mitigate interest rate fluctuation risk. Based on these swap agreements, the effective fixed rates of the five loans range from 2.5% to 6.0%.

(2)

Weighted average effective rate for the Line is calculated based on a fully drawn Line balance using the period end variable rate.

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

(in thousands)		June 30, 2023
Scheduled Principal Payments and Maturities by Year:		Scheduled Principal Payments				Mortgage Loan Maturities				Unsecured Maturities (1)				Total
2023 (2)		$	4,490				30,592				—				35,082
2024			5,044				90,742				250,000				345,786
2025			3,942				43,750				250,000				297,692
2026			4,127				127,096				200,000				331,223
2027			3,788				137,915				525,000				666,703
Beyond 5 Years			2,873				319				2,050,000				2,053,192
Unamortized debt premium/(discount) and issuance costs			—				3,832				(24,436	)			(20,604	)
Total		$	24,264				434,246				3,250,564				3,709,074

(1)

Includes unsecured public and private debt and unsecured credit facilities.

(2)

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

The Company was in compliance as of June 30, 2023, 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.

REGENCY CENTERS CORPORATION AND REGENCY CENTERS, L.P.

Notes to Unaudited Consolidated Financial Statements

June 30, 2023

6.	Derivative Financial Instruments

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

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

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				Bank Pays Variable Rate of		Regency Pays Fixed Rate of		June 30, 2023				December 31, 2022
12/1/16		11/1/23			30,806			SOFR		1.490%			407				883
9/17/19		3/17/25			24,000			SOFR		1.443%			1,357				1,443
12/20/19		12/19/26			24,365			SOFR		1.684%			1,938				1,939
2/24/23		12/31/26			15,435			SOFR		4.229%			(25	)			152
6/2/17		6/2/27			35,160			SOFR		2.261%			2,213				2,158
												$	5,890				6,575

(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.

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, 2023, does not have any derivatives that are not designated as hedges.

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

REGENCY CENTERS CORPORATION AND REGENCY CENTERS, L.P.

Notes to Unaudited Consolidated Financial Statements

June 30, 2023

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)		2023				2022						2023				2022						2023				2022
Interest rate swaps		$	5,457				4,436			Interest expense		$	(1,649	)			481			Interest expense, net		$	36,956				36,699
		Six months ended June 30,										Six months ended June 30,										Six months ended June 30,
(in thousands)		2023				2022						2023				2022						2023				2022
Interest rate swaps		$	2,721				13,404			Interest expense		$	(3,141	)			1,491			Interest expense, net		$	73,349				73,437

As of June 30, 2023, the Company expects approximately $5.8 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.

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,
		2023				2022				2023				2022
Operating lease income
Fixed and in-substance fixed lease income		$	220,191				211,838			$	439,831				419,340
Variable lease income			74,337				67,890				155,118				139,916
Other lease related income, net:
Above/below market rent and tenant rent inducement amortization, net			8,751				5,613				14,616				11,302
Uncollectible straight-line rent			1,522				2,623				2,100				4,905
Uncollectible amounts billable in lease income			(343	)			4,900				1,594				11,046
Total lease income		$	304,458				292,864			$	613,259				586,509

REGENCY CENTERS CORPORATION AND REGENCY CENTERS, L.P.

Notes to Unaudited Consolidated Financial Statements

June 30, 2023

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 worthiness 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 not 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 ASC 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, net of amounts considered uncollectible, in the accompanying Consolidated Balance Sheets:

(in thousands)		June 30, 2023				December 31, 2022
Tenant receivables		$	28,239				31,486
Straight-line rent receivables			133,690				128,214
Other receivables (1)			44,124				29,163
Total tenant and other receivables		$	206,053				188,863

(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, 2023								December 31, 2022
(in thousands)		Carrying Amount				Fair Value				Carrying Amount				Fair Value
Financial liabilities:
Notes payable		$	3,709,074				3,367,758				3,726,754				3,333,378

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, 2023, and December 31, 2022, 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.

REGENCY CENTERS CORPORATION AND REGENCY CENTERS, L.P.

Notes to Unaudited Consolidated Financial Statements

June 30, 2023

(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 gains of $1.4 million and unrealized losses of $5.5 million during the three months ended June 30, 2023 and 2022, respectively, and unrealized gains of $3.0 million and unrealized losses of $8.5 million during the six months ended June 30, 2023 and 2022, respectively.

Available-for-Sale Debt Securities

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

Interest Rate Derivatives

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

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

REGENCY CENTERS CORPORATION AND REGENCY CENTERS, L.P.

Notes to Unaudited Consolidated Financial Statements

June 30, 2023

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, 2023
					Quoted Prices in Active Markets for Identical Assets				Significant Other Observable Inputs				Significant Unobservable Inputs
(in thousands)	Balance				(Level 1)				(Level 2)				(Level 3)
Assets:
Securities	$	34,471				34,471				—				—
Available-for-sale debt securities		15,145				—				15,145				—
Interest rate derivatives		5,915				—				5,915				—
Total	$	55,531				34,471				21,060				—
Liabilities:
Interest rate derivatives	$	(25	)			—				(25	)			—

	Fair Value Measurements as of December 31, 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	$	40,089				40,089				—				—
Available-for-sale debt securities		14,492				—				14,492				—
Interest rate derivatives		6,575				—				6,575				—
Total	$	61,156				40,089				21,067				—

9.	Equity and Capital

Common Stock of the Parent Company

Dividends Declared

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

Share Repurchase Program

The Company has a common share repurchase program under which it may purchase, from time to time, up to a maximum of $250 million of its outstanding common stock through open market purchases, and/or in privately negotiated transactions (referred to as the "Repurchase Program"). The timing and price of share repurchases, if any will be dependent upon market conditions and other factors. The shares repurchased, if not retired, would be treated as treasury shares. The authorization for this repurchase program will expire on February 7, 2025, unless modified or earlier terminated by the Board.

During the six months ended June 30, 2023, the Company executed multiple trades to repurchase 349,519 common shares under the Repurchase Program for a total of $20.0 million at a weighted average price of $57.22 per share. All repurchased shares were retired on the respective settlement dates. At June 30, 2023, $230.0 million remained available under the Repurchase 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 shares issued or repurchased, as described above.

In May 2023, the Operating Partnership issued 338,704 exchangeable operating partnership units, valued at $20.0 million, as partial purchase price consideration for a development property.

REGENCY CENTERS CORPORATION AND REGENCY CENTERS, L.P.

Notes to Unaudited Consolidated Financial Statements

June 30, 2023

10.	Stock-Based Compensation

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

11.	Earnings per Share and Unit

Parent Company Earnings per Share

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

		Three months ended June 30,								Six months ended June 30,
(in thousands, except per share data)		2023				2022				2023				2022
Numerator:
Income attributable to common shareholders - basic		$	86,782				104,796			$	184,063				300,024
Income attributable to common shareholders - diluted		$	86,782				104,796			$	184,063				300,024
Denominator:
Weighted average common shares outstanding for basic EPS			170,990				172,064				171,100				171,692
Weighted average common shares outstanding for diluted EPS (1)			171,275				172,424				171,369				172,036
Income per common share – basic		$	0.51				0.61			$	1.08				1.75
Income per common share – diluted		$	0.51				0.61			$	1.07				1.74

(1)

Includes the dilutive impact of unvested restricted stock.

Income attributable to noncontrolling interests of the Operating Partnership has been excluded from the numerator and EOP 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 EOP units outstanding were 901,480 and 741,433 for the three months ended June 30, 2023 and 2022, respectively, and were 822,346 and 755,393 for the six months ended June 30, 2023 and 2022, respectively.

Operating Partnership Earnings per Unit

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

		Three months ended June 30,								Six months ended June 30,
(in thousands, except per share data)		2023				2022				2023				2022
Numerator:
Income attributable to common unit holders - basic		$	87,332				105,248			$	185,033				301,339
Income attributable to common unit holders - diluted		$	87,332				105,248			$	185,033				301,339
Denominator:
Weighted average common units outstanding for basic EPU			171,891				172,805				171,922				172,448
Weighted average common units outstanding for diluted EPU (1)			172,176				173,165				172,192				172,791
Income per common unit – basic		$	0.51				0.61			$	1.08				1.75
Income per common unit – diluted		$	0.51				0.61			$	1.07				1.74

(1)

Includes the dilutive impact of unvested restricted stock.

12.	Commitments and Contingencies

Litigation

The Company is involved in litigation on a number of matters, and is subject to other disputes, in each case 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.

REGENCY CENTERS CORPORATION AND REGENCY CENTERS, L.P.

Notes to Unaudited Consolidated Financial Statements

June 30, 2023

On May 17, 2023, Regency Centers Corporation (“Regency”) entered into an agreement to acquire Urstadt Biddle Properties Inc. (“Urstadt Biddle”). In connection with the proposed acquisition, Regency filed a registration statement (the “Registration Statement”) with the SEC containing a proxy statement/prospectus that will be used in connection with obtaining approval of the proposed acquisition by the Urstadt Biddle stockholders. One complaint has been filed in Connecticut state court in connection with the proposed acquisition by a purported Urstadt Biddle stockholder, captioned Snitkoff v. Bannon et al., FBT-CV23-6125690-S (Superior Court, Fairfield County, Connecticut, July 19, 2023) (the “Complaint”). The Complaint alleges that the Urstadt Biddle board of directors breached its fiduciary duties under Maryland law in connection with the proposed acquisition and that the Registration Statement fails to disclose allegedly material information. The Complaint also alleges that Regency aided and abetted breaches of fiduciary duty by the Urstadt Biddle board of directors, and that all defendants engaged in negligent misrepresentation and concealment under Connecticut law in connection with the Registration Statement. The complaint seeks various remedies, including, among other things, injunctive relief to prevent the consummation of the proposed acquisition, requiring defendants to file a proxy statement/prospectus that does not contain allegedly false and misleading statements, a declaration that defendants have negligently misrepresented and omitted material facts in the proxy statement/prospectus, and awards of damages and attorney’s fees.

In addition to the Complaint, certain purported stockholders of Urstadt Biddle have sent demand letters (the “Demands,” and together with the Complaint, the “Matters”) alleging deficiencies and/or omissions regarding the disclosures made in the proxy statement/prospectus.

Regency believes that the Matters are without merit and that no supplemental disclosure is required to the Registration Statement or proxy statement/prospectus under any applicable rule, statute, regulation or law.

Environmental

The Company is subject to numerous environmental laws and regulations. With respect to impact on the Company, these pertain primarily to chemicals historically used by certain current and former dry cleaning tenants, the existence of asbestos in older shopping centers, older underground petroleum storage tanks and other historic land uses. The Company believes that the ultimate disposition of currently known environmental matters will not have a material effect on its financial position, liquidity, or operations. The Company can give no assurance that existing environmental studies with respect to its shopping centers have revealed all potential environmental 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 aggregate amount not to exceed $50.0 million, which reduces the credit availability under the Line. These letters of credit are primarily issued as collateral on behalf of its captive insurance subsidiary and to facilitate the construction of development projects. The Company had $8.4 million and $9.4 million in letters of credit outstanding as of June 30, 2023 and December 31, 2022, respectively.