Item 1. Financial Statements

REGENCY CENTERS CORPORATION

Consolidated Balance Sheets

September 30, 2023 and December 31, 2022

(in thousands, except share data)

		2023				2022
Assets		(unaudited)
Net real estate investments:
Real estate assets, at cost		$	13,361,194				11,858,064
Less: accumulated depreciation			2,619,345				2,415,860
Real estate assets, net			10,741,849				9,442,204
Investments in sales-type lease, net			8,558				—
Investments in real estate partnerships			382,300				350,377
Net real estate investments			11,132,707				9,792,581
Cash, cash equivalents, and restricted cash, including $6,710 and $2,310 of restricted cash at September 30, 2023 and December 31, 2022, respectively			81,070				68,776
Tenant and other receivables			199,439				188,863
Deferred leasing costs, less accumulated amortization of $122,530 and $117,137 at September 30, 2023 and December 31, 2022, respectively			71,551				68,945
Acquired lease intangible assets, less accumulated amortization of $351,118 and $338,053 at September 30, 2023 and December 31, 2022, respectively			295,347				197,745
Right of use assets, net			301,821				275,513
Other assets			299,479				267,797
Total assets		$	12,381,414				10,860,220
Liabilities and Equity
Liabilities:
Notes payable, net		$	3,992,093				3,726,754
Unsecured credit facility			77,000				—
Accounts payable and other liabilities			360,102				317,259
Acquired lease intangible liabilities, less accumulated amortization of $205,096 and $193,315 at September 30, 2023 and December 31, 2022, respectively			396,423				354,204
Lease liabilities			242,394				213,722
Tenants' security, escrow deposits and prepaid rent			81,875				70,242
Total liabilities			5,149,887				4,682,181
Equity:
Shareholders' equity:
Series A and Series B preferred stock, $0.01 par value per share, 30,000,000 shares authorized; 9,000,000 shares issued at September 30, 2023 with liquidation preferences of $25 per share and no shares authorized or issued at December 30, 2022			225,000				—
Common stock; $0.01 par value per share, 220,000,000 shares authorized; 184,576,090 and 171,124,593 shares issued at September 30, 2023 and December 31, 2022, respectively			1,846				1,711
Treasury stock at cost; 443,809 and 465,415 shares held at September 30, 2023 and December 31, 2022, respectively			(25,081	)			(24,461	)
Additional paid-in-capital			8,684,012				7,877,152
Accumulated other comprehensive income			9,435				7,560
Distributions in excess of net income			(1,834,298	)			(1,764,977	)
Total shareholders' equity			7,060,914				6,096,985
Noncontrolling interests:
Exchangeable operating partnership units, aggregate redemption value of $64,005 and $46,340 at September 30, 2023 and December 31, 2022, respectively			53,914				34,489
Limited partners' interests in consolidated partnerships			116,699				46,565
Total noncontrolling interests			170,613				81,054
Total equity			7,231,527				6,178,039
Total liabilities and equity		$	12,381,414				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 September 30,								Nine months ended September 30,
		2023				2022				2023				2022
Revenues:
Lease income		$	320,921				295,756			$	934,180				882,265
Other property income			2,638				2,466				8,459				8,290
Management, transaction, and other fees			7,079				5,767				20,223				18,950
Total revenues			330,638				303,989				962,862				909,505
Operating expenses:
Depreciation and amortization			87,505				80,270				253,373				237,462
Property operating expense			59,227				49,577				164,643				143,788
Real estate taxes			40,171				37,926				117,157				111,495
General and administrative			20,903				20,273				71,248				56,710
Other operating expenses			3,533				949				4,718				3,739
Total operating expenses			211,339				188,995				611,139				553,194
Other expense (income):
Interest expense, net			38,807				36,361				112,156				109,798
Gain on sale of real estate, net of tax			(184	)			(220	)			(515	)			(106,459	)
Net investment loss (income)			1,020				1,215				(2,449	)			9,177
Total other expense			39,643				37,356				109,192				12,516
Income from operations before equity in income of investments in real estate partnerships			79,656				77,638				242,531				343,795
Equity in income of investments in real estate partnerships			12,517				11,209				36,302				47,855
Net income			92,173				88,847				278,833				391,650
Noncontrolling interests:
Exchangeable operating partnership units			(520	)			(379	)			(1,490	)			(1,694	)
Limited partners' interests in consolidated partnerships			(933	)			(890	)			(2,560	)			(2,354	)
Income attributable to noncontrolling interests			(1,453	)			(1,269	)			(4,050	)			(4,048	)
Net income attributable to the Company			90,720				87,578				274,783				387,602
Preferred stock dividends			(1,644	)			—				(1,644	)			—
Net income attributable to common shareholders		$	89,076				87,578			$	273,139				387,602
Income per common share - basic		$	0.50				0.51			$	1.58				2.26
Income per common share - diluted		$	0.50				0.51			$	1.57				2.26

See accompanying notes to consolidated financial statements.

REGENCY CENTERS CORPORATION

Consolidated Statements of Comprehensive Income

(in thousands)

(unaudited)

		Three months ended September 30,								Nine months ended September 30,
		2023				2022				2023				2022
Net income		$	92,173				88,847			$	278,833				391,650
Other comprehensive income:
Effective portion of change in fair value of derivative instruments:
Effective portion of change in fair value of derivative instruments			4,606				7,069				7,327				20,473
Reclassification adjustment of derivative instruments included in net income			(2,161	)			72				(5,302	)			1,563
Unrealized loss on available-for-sale debt securities			(292	)			(659	)			(215	)			(1,636	)
Other comprehensive income			2,153				6,482				1,810				20,400
Comprehensive income			94,326				95,329				280,643				412,050
Less: comprehensive income attributable to noncontrolling interests:
Net income attributable to noncontrolling interests			1,453				1,269				4,050				4,048
Other comprehensive income (loss) attributable to noncontrolling interests			54				617				(65	)			1,920
Comprehensive income attributable to noncontrolling interests			1,507				1,886				3,985				5,968
Comprehensive income attributable to the Company		$	92,819				93,443			$	276,658				406,082

See accompanying notes to consolidated financial statements.

REGENCY CENTE****RS CORPORATION

Consolidated Statements of Equity

For the three months ended September 30, 2023 and 2022

(in thousands, except per share data)

(unaudited)

																														Noncontrolling Interests
		Preferred Stock				Common Stock				Treasury Stock				Additional Paid In Capital				Accumulated Other Comprehensive Income				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 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
Net income			—				—				—				—				—				87,578				87,578				379				890				1,269				88,847
Other comprehensive income
Other comprehensive income before reclassification			—				—				—				—				5,787				—				5,787				27				596				623				6,410
Amounts reclassified from accumulated other comprehensive income			—				—				—				—				78				—				78				1				(7	)			(6	)			72
Deferred compensation plan, net			—				—				(179	)			179				—				—				—				—				—				—				—
Restricted stock issued, net of amortization			—				—				—				4,125				—				—				4,125				—				—				—				4,125
Common stock repurchased for taxes withheld for stock based compensation, net			—				—				—				92				—				—				92				—				—				—				92
Common stock issued under dividend reinvestment plan			—				—				—				136				—				—				136				—				—				—				136
Contributions from partners			—				—				—				—				—				—				—				—				1,457				1,457				1,457
Distributions to partners			—				—				—				—				—				—				—				—				(1,124	)			(1,124	)			(1,124	)
Cash dividends declared:
Common stock/unit ($0.625 per share)			—				—				—				—				—				(106,946	)			(106,946	)			(464	)			—				(464	)			(107,410	)
Balance at September 30, 2022		$	—				1,711				(24,061	)			7,878,993				8,253				(1,749,013	)			6,115,883				34,554				48,303				82,857				6,198,740
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
Net income			—				—				—				—				—				90,720				90,720				520				933				1,453				92,173
Other comprehensive income
Other comprehensive income before reclassification			—				—				—				—				4,026				—				4,026				25				263				288				4,314
Amounts reclassified from accumulated other comprehensive income			—				—				—				—				(1,927	)			—				(1,927	)			(11	)			(223	)			(234	)			(2,161	)
Deferred compensation plan, net			—				—				(405	)			405				—				—				—				—				—				—				—
Restricted stock issued, net of amortization			—				—				—				5,465				—				—				5,465				—				—				—				5,465
Common stock repurchased for taxes withheld for stock based compensation, net			—				—				—				125				—				—				125				—				—				—				125
Common stock issued under dividend reinvestment plan			—				—				—				162				—				—				162				—				—				—				162
Common stock issued for partnership units exchanged			—				—				—				198				—				—				198				(198	)			—				(198	)			—
Common stock issued, net of issuance costs			—				136				—				818,408				—				—				818,544				—				—				—				818,544
Issuance of preferred stock			225,000				—				—				—				—				—				225,000				—				—				—				225,000
Contributions from partners			—				—				—				—				—				—				—				—				69,625				69,625				69,625
Distributions to partners			—				—				—				—				—				—				—				—				(3,191	)			(3,191	)			(3,191	)
Cash dividends declared:
Preferred stock/unit			—				—				—				—				—				(1,644	)			(1,644	)			—				—				—				(1,644	)
Common stock/unit ($0.650 per share)			—				—				—				—				—				(119,968	)			(119,968	)			(703	)			—				(703	)			(120,671	)
Balance at September 30, 2023		$	225,000				1,846				(25,081	)			8,684,012				9,435				(1,834,298	)			7,060,914				53,914				116,699				170,613				7,231,527

See accompanying notes to consolidated financial statements.

REGENCY CENTERS CORPORATION

Consolidated Statements of Equity

For the nine months ended September 30, 2023 and 2022

(in thousands, except per share data)

(unaudited)

																														Noncontrolling Interests
		Preferred Stock				Common Stock				Treasury Stock				Additional Paid In Capital				Accumulated Other Comprehensive Income (Loss)				Distributions in Excess of Net Income				Total Shareholders' Equity				Exchangeable Operating Partnership Units				Limited Partners' Interest in Consolidated Partnerships				Total Noncontrolling Interests				Total Equity
Balance at December 31, 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			—				—				—				—				—				387,602				387,602				1,694				2,354				4,048				391,650
Other comprehensive income
Other comprehensive income before reclassification			—				—				—				—				17,067				—				17,067				81				1,689				1,770				18,837
Amounts reclassified from accumulated other comprehensive income			—				—				—				—				1,413				—				1,413				8				142				150				1,563
Deferred compensation plan, net			—				—				(1,303	)			1,303				—				—				—				—				—				—				—
Restricted stock issued, net of amortization			—				2				—				12,697				—				—				12,699				—				—				—				12,699
Common stock repurchased for taxes withheld for stock based compensation, net			—				—				—				(5,996	)			—				—				(5,996	)			—				—				—				(5,996	)
Common stock repurchased and retired			—				(13	)			—				(75,406	)			—				—				(75,419	)			—				—				—				(75,419	)
Common stock issued under dividend reinvestment plan			—				—				—				388				—				—				388				—				—				—				388
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			—				—				—				—				—				—				—				—				11,903				11,903				11,903
Distributions to partners			—				—				—				—				—				—				—				—				(4,899	)			(4,899	)			(4,899	)
Cash dividends declared:
Common stock/unit ($1.875 per share)			—				—				—				—				—				(321,801	)			(321,801	)			(1,401	)			—				(1,401	)			(323,202	)
Balance at September 30, 2022		$	—				1,711				(24,061	)			7,878,993				8,253				(1,749,013	)			6,115,883				34,554				48,303				82,857				6,198,740
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			—				—				—				—				—				274,783				274,783				1,490				2,560				4,050				278,833
Other comprehensive income
Other comprehensive income before reclassification			—				—				—				—				6,596				—				6,596				46				470				516				7,112
Amounts reclassified from accumulated other comprehensive income			—				—				—				—				(4,721	)			—				(4,721	)			(26	)			(555	)			(581	)			(5,302	)
Deferred compensation plan, net			—				—				(620	)			620				—				—				—				—				—				—				—
Restricted stock issued, net of amortization			—				2				—				14,387				—				—				14,389				—				—				—				14,389
Common stock repurchased for taxes withheld for stock based compensation, net			—				—				—				(7,201	)			—				—				(7,201	)			—				—				—				(7,201	)
Common stock repurchased and retired			—				(3	)			—				(20,003	)			—				—				(20,006	)			—				—				—				(20,006	)
Common stock issued under dividend reinvestment plan			—				—				—				461				—				—				461				—				—				—				461
Common stock issued for partnership units exchanged			—				—				—				198				—				—				198				(198	)			—				(198	)			—
Common stock issued, net of issuance costs			—				136				—				818,398				—				—				818,534				—				—				—				818,534
Issuance of exchangeable operating partnership units			—				—				—				—				—				—				—				20,000				—				20,000				20,000
Issuance of preferred stock			225,000																								225,000				—				—				—				225,000
Contributions from partners			—				—				—				—				—				—				—				—				72,830				72,830				72,830
Distributions to partners			—				—				—				—				—				—				—				—				(5,171	)			(5,171	)			(5,171	)
Cash dividends declared:
Preferred stock/unit			—				—				—				—				—				(1,644	)			(1,644	)			—				—				—				(1,644	)
Common stock/unit ($1.950 per share)			—				—				—				—				—				(342,460	)			(342,460	)			(1,887	)			—				(1,887	)			(344,347	)
Balance at September 30, 2023		$	225,000				1,846				(25,081	)			8,684,012				9,435				(1,834,298	)			7,060,914				53,914				116,699				170,613				7,231,527

See accompanying notes to consolidated financial statements.

REGENCY CENTERS CORPORATION

Consolidated Statements of Cash Flows

For the nine months ended September 30, 2023 and 2022

(in thousands)

(unaudited)

		2023				2022
Cash flows from operating activities:
Net income		$	278,833				391,650
Adjustments to reconcile net income to net cash provided by operating activities:
Depreciation and amortization			253,373				237,462
Amortization of deferred loan costs and debt premiums			5,124				4,297
(Accretion) and amortization of above and below market lease intangibles, net			(21,573	)			(15,625	)
Stock-based compensation, net of capitalization			14,203				12,592
Equity in income of investments in real estate partnerships			(36,302	)			(47,855	)
Gain on sale of real estate, net of tax			(515	)			(106,459	)
Distribution of earnings from investments in real estate partnerships			48,451				45,238
Deferred compensation expense (income)			2,148				(8,016	)
Realized and unrealized (gain) loss on investments			(2,252	)			9,253
Changes in assets and liabilities:
Tenant and other receivables			(3,094	)			(18,544	)
Deferred leasing costs			(7,705	)			(7,022	)
Other assets			(7,577	)			(4,312	)
Accounts payable and other liabilities			20,875				21,656
Tenants' security, escrow deposits and prepaid rent			3,696				13,927
Net cash provided by operating activities			547,685				528,242
Cash flows from investing activities:
Acquisition of operating real estate, net of cash acquired of $3,061 in 2022			(2,033	)			(141,275	)
Acquisition of UBP, net of cash acquired of $14,143			(80,488	)			—
Real estate development and capital improvements			(158,982	)			(143,724	)
Proceeds from sale of real estate and FF&E			10,338				137,280
Issuance of notes receivable			(4,000	)			—
Investments in real estate partnerships			(9,118	)			(13,573	)
Return of capital from investments in real estate partnerships			3,644				48,473
Dividends on investment securities			571				336
Acquisition of investment securities			(5,206	)			(15,205	)
Proceeds from sale of investment securities			13,747				15,821
Net cash used in investing activities			(231,527	)			(111,867	)
Cash flows from financing activities:
Net proceeds from common stock issuance			4				61,284
Repurchase of common shares in conjunction with equity award plans			(7,653	)			(6,438	)
Common shares repurchased through share repurchase program			(20,006	)			(75,419	)
Proceeds from sale of treasury stock			62				64
Contributions from limited partners in consolidated partnerships, net			3,167				1,568
Distributions to exchangeable operating partnership unit holders			(1,666	)			(1,413	)
Dividends paid to common shareholders			(332,627	)			(321,484	)
Proceeds from unsecured credit facilities			442,000				95,000
Repayment of unsecured credit facilities			(365,000	)			(95,000	)
Proceeds from notes payable			46,500				—
Repayment of notes payable			(60,257	)			(5,995	)
Scheduled principal payments			(7,977	)			(8,503	)
Payment of loan costs			(411	)			(82	)
Net cash used in financing activities			(303,864	)			(356,418	)
Net increase in cash and cash equivalents and restricted cash			12,294				59,957
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		$	81,070				154,984

See accompanying notes to consolidated financial statements.

REGENCY CENTERS CORPORATION

Consolidated Statements of Cash Flows

For the nine months ended September 30, 2023 and 2022

(in thousands)

(unaudited)

		2023				2022
Supplemental disclosure of cash flow information:
Cash paid for interest (net of capitalized interest of $4,026 and $2,985 in 2023 and 2022, respectively)		$	116,686				115,011
Cash paid for income taxes, net of refunds		$	728				488
Supplemental disclosure of non-cash transactions:
Common and Preferred stock, and exchangeable operating partnership dividends declared but not paid		$	122,946				107,410
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
Right of use assets obtained in exchange for new operating lease liabilities		$	32,002
Sale of leased asset in exchange for net investment in sales-type lease		$	8,510
UBP Acquisition:
Notes payable assumed in acquisition, at fair value		$	284,706				—
Non-controlling interest assumed in acquisition, at fair value		$	64,492				—
Common stock exchanged for UBP shares		$	818,530				—
Preferred stock exchanged for UBP shares		$	225,000				—
Common stock issued for partnership units exchanged		$	199				1,275
Exchangeable operating partnership units issued for acquisition of real estate		$	20,000				—
Change in accrued capital expenditures		$	20,967				10,230
Common stock issued under dividend reinvestment plan		$	461				388
Stock-based compensation capitalized		$	638				550
Contributions from limited partners in consolidated partnerships		$	—				5,434
Common stock issued for dividend reinvestment in trust		$	905				840
Contribution of stock awards into trust		$	1,961				2,136
Distribution of stock held in trust		$	2,245				786
Change in fair value of securities		$	215				1,896

See accompanying notes to consolidated financial statements.

REGENCY CENTERS, L.P.

Consolidated Balance Sheets

September 30, 2023 and December 31, 2022

(in thousands, except unit data)

		2023				2022
Assets		(unaudited)
Net real estate investments:
Real estate assets, at cost		$	13,361,194				11,858,064
Less: accumulated depreciation			2,619,345				2,415,860
Real estate assets, net			10,741,849				9,442,204
Investments in sales-type lease, net			8,558				—
Investments in real estate partnerships			382,300				350,377
Net real estate investments			11,132,707				9,792,581
Cash, cash equivalents, and restricted cash, including $6,710 and $2,310 of restricted cash at September 30, 2023 and December 31, 2022, respectively			81,070				68,776
Tenant and other receivables			199,439				188,863
Deferred leasing costs, less accumulated amortization of $122,530 and $117,137 at September 30, 2023 and December 31, 2022, respectively			71,551				68,945
Acquired lease intangible assets, less accumulated amortization of $351,118 and $338,053 at September 30, 2023 and December 31, 2022, respectively			295,347				197,745
Right of use assets, net			301,821				275,513
Other assets			299,479				267,797
Total assets		$	12,381,414				10,860,220
Liabilities and Capital
Liabilities:
Notes payable, net		$	3,992,093				3,726,754
Unsecured credit facility			77,000				—
Accounts payable and other liabilities			360,102				317,259
Acquired lease intangible liabilities, less accumulated amortization of $205,096 and $193,315 at September 30, 2023 and December 31, 2022, respectively			396,423				354,204
Lease liabilities			242,394				213,722
Tenants' security, escrow deposits and prepaid rent			81,875				70,242
Total liabilities			5,149,887				4,682,181
Capital:
Partners' capital:
Series A and Series B preferred units, $0.01 par value per unit, 30,000,000 units authorized; 9,000,000 units issued as September 30, 2023 with liquidation preferences of $25 per unit and no units authorized or issued at December 30, 2022			225,000				—
General partner; 184,576,090 and 171,124,593 units outstanding at September 30, 2023 and December 31, 2022, respectively			6,826,479				6,089,425
Limited partners; 1,076,797 and 741,433 units outstanding at September 30, 2023 and December 31, 2022 respectively			53,914				34,489
Accumulated other comprehensive income			9,435				7,560
Total partners' capital			7,114,828				6,131,474
Noncontrolling interest: Limited partners' interests in consolidated partnerships			116,699				46,565
Total capital			7,231,527				6,178,039
Total liabilities and capital		$	12,381,414				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 September 30,								Nine months ended September 30,
		2023				2022				2023				2022
Revenues:
Lease income		$	320,921				295,756			$	934,180				882,265
Other property income			2,638				2,466				8,459				8,290
Management, transaction, and other fees			7,079				5,767				20,223				18,950
Total revenues			330,638				303,989				962,862				909,505
Operating expenses:
Depreciation and amortization			87,505				80,270				253,373				237,462
Property operating expense			59,227				49,577				164,643				143,788
Real estate taxes			40,171				37,926				117,157				111,495
General and administrative			20,903				20,273				71,248				56,710
Other operating expenses			3,533				949				4,718				3,739
Total operating expenses			211,339				188,995				611,139				553,194
Other expense (income):
Interest expense, net			38,807				36,361				112,156				109,798
Gain on sale of real estate, net of tax			(184	)			(220	)			(515	)			(106,459	)
Net investment loss (income)			1,020				1,215				(2,449	)			9,177
Total other expense			39,643				37,356				109,192				12,516
Income from operations before equity in income of investments in real estate partnerships			79,656				77,638				242,531				343,795
Equity in income of investments in real estate partnerships			12,517				11,209				36,302				47,855
Net income			92,173				88,847				278,833				391,650
Limited partners' interests in consolidated partnerships			(933	)			(890	)			(2,560	)			(2,354	)
Net income attributable to the Partnership			91,240				87,957				276,273				389,296
Preferred unit distributions			(1,644	)			—				(1,644	)			—
Net income attributable to common unit holders		$	89,596				87,957			$	274,629				389,296
Income per common share - basic		$	0.50				0.51			$	1.58				2.26
Income per common share - diluted		$	0.50				0.51			$	1.57				2.26

See accompanying notes to consolidated financial statements.

REGENCY CENTERS, L.P.

Consolidated Statements of Comprehensive Income

(in thousands)

(unaudited)

		Three months ended September 30,								Nine months ended September 30,
		2023				2022				2023				2022
Net income		$	92,173				88,847			$	278,833				391,650
Other comprehensive income:
Effective portion of change in fair value of derivative instruments:
Effective portion of change in fair value of derivative instruments			4,606				7,069				7,327				20,473
Reclassification adjustment of derivative instruments included in net income			(2,161	)			72				(5,302	)			1,563
Unrealized loss on available-for-sale debt securities			(292	)			(659	)			(215	)			(1,636	)
Other comprehensive income			2,153				6,482				1,810				20,400
Comprehensive income			94,326				95,329				280,643				412,050
Less: comprehensive income attributable to noncontrolling interests:
Net income attributable to noncontrolling interests			933				890				2,560				2,354
Other comprehensive income (loss) attributable to noncontrolling interests			40				589				(85	)			1,831
Comprehensive income attributable to noncontrolling interests			973				1,479				2,475				4,185
Comprehensive income attributable to the Partnership		$	93,353				93,850			$	278,168				407,865

See accompanying notes to consolidated financial statements.

REGENCY CENTERS, L.P.

C****onsolidated Statements of Capital

For the three months ended September 30, 2023 and 2022

(in thousands)

(unaudited)

		General Partner Preferred and Common Units				Limited Partners				Accumulated Other Comprehensive Income				Total Partners’ Capital				Noncontrolling Interests in Limited Partners’ Interest in Consolidated Partnerships				Total Capital
Balance at June 30, 2022		$	6,122,645				34,611				2,388				6,159,644				46,491				6,206,135
Net income			87,578				379				—				87,957				890				88,847
Other comprehensive income															—
Other comprehensive income before reclassification			—				27				5,787				5,814				596				6,410
Amounts reclassified from accumulated other comprehensive income			—				1				78				79				(7	)			72
Contributions from partners			—				—				—				—				1,457				1,457
Distributions to partners			(106,946	)			(464	)			—				(107,410	)			(1,124	)			(108,534	)
Restricted units issued as a result of restricted stock issued by Parent Company, net of amortization			4,125				—				—				4,125				—				4,125
Common units repurchased as a result of common stock repurchased by Parent Company, net of issuances			228				—				—				228				—				228
Balance at September 30, 2022		$	6,107,630				34,554				8,253				6,150,437				48,303				6,198,740
Balance at June 30, 2023		$	6,032,877				54,281				7,336				6,094,494				49,292				6,143,786
Net income			90,720				520				—				91,240				933				92,173
Other comprehensive income
Other comprehensive income before reclassification			—				25				4,026				4,051				263				4,314
Amounts reclassified from accumulated other comprehensive loss			—				(11	)			(1,927	)			(1,938	)			(223	)			(2,161	)
Contributions from partners			—				—				—				—				69,625				69,625
Distributions to partners			(119,968	)			(703	)			—				(120,671	)			(3,191	)			(123,862	)
Preferred unit distributions			(1,644	)			—				—				(1,644	)			—				(1,644	)
Restricted units issued as a result of restricted stock issued by Parent Company, net of amortization			5,465				—				—				5,465				—				5,465
Preferred units issued as a result of preferred stock issued by Parent Company, net of issuance costs			225,000				—				—				225,000				—				225,000
Common units issued as a result of common stock issued by Parent Company, net of issuance costs			818,544				—				—				818,544				—				818,544
Common units repurchased as a result of common stock repurchased by Parent Company, net of issuances			287				—				—				287				—				287
Common units exchanged for common stock of Parent Company			198				(198	)			—				—				—				—
Balance at September 30, 2023		$	7,051,479				53,914				9,435				7,114,828				116,699				7,231,527

See accompanying notes to consolidated financial statements.

REGENCY CENTERS, L.P.

Consolidated Statements of Capital

For the nine months ended September 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			387,602				1,694				—				389,296				2,354				391,650
Other comprehensive income
Other comprehensive income before reclassification			—				81				17,067				17,148				1,689				18,837
Amounts reclassified from accumulated other comprehensive income			—				8				1,413				1,421				142				1,563
Contributions from partners			—				—				—				—				11,903				11,903
Distributions to partners			(321,801	)			(1,401	)			—				(323,202	)			(4,899	)			(328,101	)
Restricted units issued as a result of restricted stock issued by Parent Company, net of amortization			12,699				—				—				12,699				—				12,699
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			(5,608	)			—				—				(5,608	)			—				(5,608	)
Common units exchanged for common stock of Parent Company			1,275				(1,275	)			—				—				—				—
Balance at September 30, 2022		$	6,107,630				34,554				8,253				6,150,437				48,303				6,198,740
Balance at December 31, 2022		$	6,089,425				34,489				7,560				6,131,474				46,565				6,178,039
Net income			274,783				1,490				—				276,273				2,560				278,833
Other comprehensive income
Other comprehensive income before reclassification			—				46				6,596				6,642				470				7,112
Amounts reclassified from accumulated other comprehensive income			—				(26	)			(4,721	)			(4,747	)			(555	)			(5,302	)
Deferred compensation plan, net			—				—				—				—				—				—
Contributions from partners			—				—				—				—				72,830				72,830
Issuance of exchangeable operating partnership units			—				20,000				—				20,000				—				20,000
Distributions to partners			(342,460	)			(1,887	)			—				(344,347	)			(5,171	)			(349,518	)
Preferred unit distributions			(1,644	)											(1,644	)			—				(1,644	)
Restricted units issued as a result of restricted stock issued by Parent Company, net of amortization			14,389				—				—				14,389				—				14,389
Preferred units issued as a result of preferred stock issued by Parent Company, net of issuance costs			225,000				—				—				225,000				—				225,000
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			818,534				—				—				818,534				—				818,534
Common units repurchased as a result of common stock repurchased by Parent Company, net of issuances			(6,740	)			—				—				(6,740	)			—				(6,740	)
Common unit exchanged for common stock of Parent Company			198				(198	)			—				—				—				—
Balance at September 30, 2023		$	7,051,479				53,914				9,435				7,114,828				116,699				7,231,527

See accompanying notes to consolidated financial statements.

REGENCY CENTERS, L.P.

Consolidated Statem****ents of Cash Flows

For the nine months ended September 30, 2023 and 2022

(in thousands)

(unaudited)

		2023				2022
Cash flows from operating activities:
Net income		$	278,833				391,650
Adjustments to reconcile net income to net cash provided by operating activities:
Depreciation and amortization			253,373				237,462
Amortization of deferred loan costs and debt premiums			5,124				4,297
(Accretion) and amortization of above and below market lease intangibles, net			(21,573	)			(15,625	)
Stock-based compensation, net of capitalization			14,203				12,592
Equity in income of investments in real estate partnerships			(36,302	)			(47,855	)
Gain on sale of real estate, net of tax			(515	)			(106,459	)
Distribution of earnings from investments in real estate partnerships			48,451				45,238
Deferred compensation expense (income)			2,148				(8,016	)
Realized and unrealized (gain) loss on investments			(2,252	)			9,253
Changes in assets and liabilities:
Tenant and other receivables			(3,094	)			(18,544	)
Deferred leasing costs			(7,705	)			(7,022	)
Other assets			(7,577	)			(4,312	)
Accounts payable and other liabilities			20,875				21,656
Tenants' security, escrow deposits and prepaid rent			3,696				13,927
Net cash provided by operating activities			547,685				528,242
Cash flows from investing activities:
Acquisition of operating real estate, net of cash acquired of $3,061 in 2022			(2,033	)			(141,275	)
Acquisition of UBP, net of cash acquired of $14,143			(80,488	)			—
Real estate development and capital improvements			(158,982	)			(143,724	)
Proceeds from sale of real estate and FF&E			10,338				137,280
Issuance of notes receivable			(4,000	)			—
Investments in real estate partnerships			(9,118	)			(13,573	)
Return of capital from investments in real estate partnerships			3,644				48,473
Dividends on investment securities			571				336
Acquisition of investment securities			(5,206	)			(15,205	)
Proceeds from sale of investment securities			13,747				15,821
Net cash used in investing activities			(231,527	)			(111,867	)
Cash flows from financing activities:
Net proceeds from common stock issuance			4				61,284
Repurchase of common shares in conjunction with equity award plans			(7,653	)			(6,438	)
Common units repurchased through share repurchase program			(20,006	)			(75,419	)
Proceeds from sale of treasury stock			62				64
Contributions from limited partners in consolidated partnerships, net			3,167				1,568
Distributions to partners			(334,293	)			(322,897	)
Proceeds from unsecured credit facilities			442,000				95,000
Repayment of unsecured credit facilities			(365,000	)			(95,000	)
Proceeds from notes payable			46,500				—
Repayment of notes payable			(60,257	)			(5,995	)
Scheduled principal payments			(7,977	)			(8,503	)
Payment of loan costs			(411	)			(82	)
Net cash used in financing activities			(303,864	)			(356,418	)
Net increase in cash and cash equivalents and restricted cash			12,294				59,957
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		$	81,070				154,984

See accompanying notes to consolidated financial statements.

REGENCY CENTERS, L.P.

Consolidated Statements of Cash Flows

For the nine months ended September 30, 2023 and 2022

(in thousands)

(unaudited)

		2023				2022
Supplemental disclosure of cash flow information:
Cash paid for interest (net of capitalized interest of $4,026 and $2,985 in 2023 and 2022, respectively)		$	116,686				115,011
Cash paid for income taxes, net of refunds		$	728				488
Supplemental disclosure of non-cash transactions:
Common and Preferred stock, and exchangeable operating partnership dividends declared but not paid		$	122,946				107,410
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
Right of use assets obtained in exchange for new operating lease liabilities		$	32,002				—
Sale of leased asset in exchange for net investment in sales-type lease		$	8,510				—
UBP Acquisition:
Notes payable assumed in acquisition, at fair value		$	284,706				—
Non-controlling interest assumed in acquisition, at fair value		$	64,492				—
Common stock exchanged for UBP shares		$	818,530				—
Preferred stock exchanged for UBP shares		$	225,000				—
Common stock issued by Parent Company for partnership units exchanged		$	199				1,275
Exchangeable operating partnership units issued for acquisition of real estate		$	20,000				—
Change in accrued capital expenditures		$	20,967				10,230
Common stock issued by Parent Company for dividend reinvestment plan		$	461				388
Stock-based compensation capitalized		$	638				550
Contributions from limited partners in consolidated partnerships		$	—				5,434
Common stock issued for dividend reinvestment in trust		$	905				840
Contribution of stock awards into trust		$	1,961				2,136
Distribution of stock held in trust		$	2,245				786
Change in fair value of securities		$	215				1,896

See accompanying notes to consolidated financial statements.

REGENCY CENTERS CORPORATION AND REGENCY CENTERS, L.P.

Notes to Unaudited Consolidated Financial Statements

September 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 September 30, 2023, the Parent Company, the Operating Partnership, and their controlled subsidiaries on a consolidated basis owned 379 properties and held partial interests in an additional 102 properties through unconsolidated Investments in real estate partnerships (also referred to as "joint ventures" or "investment partnerships").

The information included in this Report should be read in conjunction with the Company's Annual Report on Form 10-K for the year ended December 31, 2022, as certain disclosures in this Report that would duplicate those included in such Annual Report on Form 10-K are not included in these consolidated financial statements. The consolidated financial statements reflect all adjustments which are, in the opinion of management, necessary to fairly state the results for the interim periods presented. These adjustments are considered to be of a normal recurring nature.

Acquisition of Urstadt Biddle Properties Inc.

On 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, (a) UB Sub II 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 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 continues to trade under the ticker symbol “REG” on the National Association of Securities Dealers Automated Quotations (the “NASDAQ”).

The closing of the mergers completed on August 18, 2023 and 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 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, on August 18, 2023, 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, 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 converted into one share of newly issued Parent Company 6.25% Series A Cumulative Redeemable Preferred Stock (“Parent Company Series A preferred stock”) and 5.875% Series B Cumulative Redeemable Preferred Stock (“Parent Company Series B preferred stock”), respectively (collectively referred to as the “Preferred Stock”).

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, including the current wars in Ukraine, and involving Israel and Gaza, 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.

REGENCY CENTERS CORPORATION AND REGENCY CENTERS, L.P.

Notes to Unaudited Consolidated Financial Statements

September 30, 2023

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 Parent Company

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

Ownership of the Operating Partnership

The Operating Partnership's capital includes the Common Units and the Preferred Units. As of September 30, 2023, the Parent Company owned approximately 99.4% of the outstanding Common Units, with the remaining limited Common Units held by third parties ("Exchangeable operating partnership units" or "EOP units"). The Parent Company currently owns all of the Preferred 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 common stock (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 that most significantly impact the Operating Partnership’s economic performance. 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.

Real Estate Partnerships

As of September 30, 2023, Regency held partial ownership interests in 120 properties through partnerships, of which 18 are consolidated. Regency's partners include institutional investors and 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 being 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 reached 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)		September 30, 2023				December 31, 2022
Assets
Net real estate investments		$	256,750				107,725
Cash, cash equivalents and restricted cash			7,240				2,420
Liabilities
Notes payable			33,733				4,188
Equity
Limited partners' interests in consolidated partnerships			89,594				24,364

REGENCY CENTERS CORPORATION AND REGENCY CENTERS, L.P.

Notes to Unaudited Consolidated Financial Statements

September 30, 2023

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 September 30,								Nine months ended September 30,
(in thousands)		Timing of satisfaction of performance obligations		2023				2022				2023				2022
Management, transaction, and other fees:
Property management services		Over time		$	3,591				3,224			$	10,536				10,152
Asset management services		Over time			1,623				1,680				4,900				5,105
Leasing services		Point in time			889				729				2,703				2,895
Other fees		Point in time			976				134				2,084				798
Total management, transaction, and other fees				$	7,079				5,767			$	20,223				18,950

The accounts receivable for management services, which are included within Tenant and other receivables in the accompanying Consolidated Balance Sheets, are $15.9 million and $16.4 million, as of September 30, 2023 and December 31, 2022, respectively.

REGENCY CENTERS CORPORATION AND REGENCY CENTERS, L.P.

Notes to Unaudited Consolidated Financial Statements

September 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.
ASU 2021-08, Business Combinations (Topic 805): Accounting for Contract Assets and Contract Liabilities from Contracts with Customers		The amendments in this update require acquiring entities to apply Topic 606 to recognize and measure contract assets and contract liabilities in a business combination rather than at fair value on the acquisition date required by Topic 805.		January 1, 2023		The adoption of this ASU did not have a material impact on the Company’s financial position and/or results of operations.

REGENCY CENTERS CORPORATION AND REGENCY CENTERS, L.P.

Notes to Unaudited Consolidated Financial Statements

September 30, 2023

2.	Real Estate Investments

UBP Acquisition

General

With respect to the acquisition of UBP discussed in Note 1 - Acquisition of Urstadt Biddle Properties Inc, the following table provides the components that make up the total purchase price for the UBP acquisition:

(in thousands, except stock price)		Purchase Price
Shares of common stock issued for acquisition			13,568
Closing stock price on August 17, 2023		$	61.03
Value of common stock issued for acquisition		$	828,025
Other adjustments			(9,495	)
Total value of common stock issued		$	818,530
Debt repaid			39,266
Preferred stock issuance			225,000
Transaction costs			57,197
Other cash payments			68
Total purchase price		$	1,140,061

Purchase Price Allocation

The acquisition has been accounted for using the asset acquisition method of accounting in accordance with ASC 805, Business Combinations, which requires, among other things, that the total cost or total consideration exchanged be allocated to the real estate properties and related lease intangibles on a relative fair value basis. All the other assets acquired, and liabilities assumed, including notes payable, are recorded at fair value. The total purchase price, including direct transaction costs capitalized, was allocated as follows:

(in thousands)		Purchase Price Allocation
Real estate assets		$	1,379,835
Investments in unconsolidated real estate partnerships			35,942
Real estate assets			1,415,777
Cash, accounts receivable and other assets			51,902
Lease intangible assets			128,663
Total assets acquired			1,596,342
Notes payable			284,706
Accounts payable, accrued expenses, and other liabilities			37,500
Lease intangible liabilities			69,583
Total liabilities assumed			391,789
Non-controlling interest			64,492
Total purchase price		$	1,140,061

The acquired assets and assumed liabilities for an acquired operating property generally include, but are not limited to: land, buildings and improvements, identified tangible and intangible assets and liabilities associated with in-place leases, including tenant improvements, leasing costs, value of above-market and below-market leases, and value of acquired in-place leases. This methodology includes estimating an “as-if vacant” fair value of the physical property, which includes land, building, and improvements and also determines the estimated fair value of identifiable intangible assets and liabilities, considering the following categories: (i) value of in-place leases, and (ii) above and below-market value of in-place leases. The fair market value of the acquired operating properties is based on a valuation prepared by Regency with assistance of a third party valuation specialist. The third-party specialist utilized stabilized NOI and market specific capitalization rates as the primary valuation inputs in determining the fair value of the real estate assets. Management reviews the inputs used by the third-party specialist as well as the allocation of the purchase price to ensure reasonableness and that the procedures are performed in accordance with management's policy. Management and the third-party valuation specialist prepared their fair value estimates for each of the operating properties acquired. The allocation of the purchase price described above requires a significant amount of judgment

REGENCY CENTERS CORPORATION AND REGENCY CENTERS, L.P.

Notes to Unaudited Consolidated Financial Statements

September 30, 2023

and represents management's best estimate of the fair value as of the acquisition date. The following table details the weighted average amortization and net accretion periods, in years, of the major classes of intangible assets and intangible liabilities arising from the UBP acquisition:

(in years)		Weighted Average Amortization Period
Assets:
In-place leases			8.0
Above-market leases			7.0
Liabilities:
Below-market leases			18.5

Other Acquisitions

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

(in thousands)				Nine months ended September 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		75%		$	2,695				—				—				—
5/18/2023		SunVet		Holbrook, NY		Development		99%			24,140				—				—				—
Total consolidated										$	26,835				—				—				—
Unconsolidated
9/19/2023		Old Town Square		Chicago, IL		Operating		20%			27,510				—				3,625				503
Total unconsolidated										$	27,510				—				3,625				503
Total property acquisitions										$	54,345				—				3,625				503

(in thousands)				Nine months ended September 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.

REGENCY CENTERS CORPORATION AND REGENCY CENTERS, L.P.

Notes to Unaudited Consolidated Financial Statements

September 30, 2023

3.	Property Dispositions

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

		Three months ended September 30,								Nine months ended September 30,
(in thousands, except number sold data)		2023				2022				2023				2022
Net proceeds from sale of real estate investments		$	6,593				859			$	9,658				137,280
Gain on sale of real estate, net of tax			184				220				515				106,459
Number of operating properties sold			—				—				—				1
Number of land parcels sold			2				1				3				4
Percent interest sold		100%				100%				100%				100%

4.	Other Assets

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

(in thousands)		September 30, 2023				December 31, 2022
Goodwill		$	167,062				167,062
Investments			48,304				54,581
Prepaid and other			54,476				28,615
Derivative assets			21,328				6,575
Furniture, fixtures, and equipment, net ("FF&E")			4,871				5,808
Deferred financing costs, net			3,438				5,156
Total other assets		$	299,479				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		September 30, 2023				December 31, 2022
Notes payable:
Fixed rate mortgage loans		3.9%		4.1%		$	452,512				342,135
Variable rate mortgage loans (1)		4.1%		4.1%			287,922				136,246
Fixed rate unsecured debt		3.8%		4.0%			3,251,659				3,248,373
Total notes payable, net							3,992,093				3,726,754
Unsecured credit facilities:
$1.25 Billion Line of Credit (the "Line") (2)		6.3%		6.6%			77,000				—
Total unsecured credit facilities							77,000				—
Total debt outstanding						$	4,069,093				3,726,754

(1)

As of September 30, 2023, 14 of these 16 variable rate loans, representing $283.0 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 16 loans range from 2.5% to 6.7%.

(2)

The Line is scheduled to mature on March 23, 2025. The Company has the option to extend the maturity for two additional six-month periods. Weighted average effective rate for the Line is calculated based on a fully drawn Line balance using the period end variable rate.

REGENCY CENTERS CORPORATION AND REGENCY CENTERS, L.P.

Notes to Unaudited Consolidated Financial Statements

September 30, 2023

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

(in thousands)		September 30, 2023
Scheduled Principal Payments and Maturities by Year:		Scheduled Principal Payments				Mortgage Loan Maturities				Unsecured Maturities (1)				Total
2023 (2)		$	4,154				—				—				4,154
2024			12,934				133,809				250,000				396,743
2025			11,094				52,369				327,000				390,463
2026			11,426				134,850				200,000				346,276
2027			8,612				222,429				525,000				756,041
Beyond 5 Years			14,762				142,893				2,050,000				2,207,655
Unamortized debt premium/(discount) and issuance costs			—				(8,898	)			(23,341	)			(32,239	)
Total		$	62,982				677,452				3,328,659				4,069,093

(1)

Includes unsecured public and private debt and unsecured credit facilities.

(2)

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

In connection with the acquisition of UBP on August 18, 2023, the Company completed the following debt transactions:

Assumed fixed rate debt of $130.0 million in the aggregate (including a mark to market debt discount of $13.6 million) that collectively encumbers 11 operating properties, and includes one unsecured note. This indebtedness has scheduled maturity dates ranging from November 2023 to June 2037, and accrue interest at rates ranging from 3.5% to 5.6% per annum.

Assumed variable rate debt of $154.7 million in the aggregate (including a mark to market debt premium of $1.1 million) that collectively encumbers 9 operating properties. This indebtedness has interest rate swaps in place to mitigate rate fluctuation risk. Based on these swap agreements, the effective fixed rates range from 3.1% to 4.8% per annum. The scheduled maturity dates range from August 2024 to January 2032.

The Company was in compliance as of September 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.

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.

REGENCY CENTERS CORPORATION AND REGENCY CENTERS, L.P.

Notes to Unaudited Consolidated Financial Statements

September 30, 2023

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		September 30, 2023				December 31, 2022
12/1/22		3/17/25			24,000			SOFR		1.443%			1,250				1,443
12/16/22		6/2/27			35,016			SOFR		2.261%			2,485				2,158
1/17/23(2)		8/15/24			13,134			SOFR		3.995%			316				-
7/17/17(2)		7/1/27			43,446			SOFR		1.498%			4,341				-
9/21/16(2)		10/1/26			8,856			SOFR		1.475%			752				-
8/16/18(2)		8/15/28			8,830			SOFR		4.830%			505				-
3/18/19(2)		4/1/29			23,193			SOFR		3.165%			1,325				-
2/1/22(2)		2/1/32			33,854			SOFR		3.053%			6,508				-
1/3/23(2)		7/1/29			11,008			SOFR		3.633%			1,289				-
1/3/23(2)		11/1/24			5,000			SOFR		3.705%			163				-
2/24/23		12/31/26			15,390			SOFR		4.229%			131				152
2/21/23		12/21/26			24,365			SOFR		1.684%			2,061				1,939
9/19/23		9/19/28			31,000			SOFR		4.314%			15				883
10/31/17(2)		10/1/24			6,025			SOFR		2.334%			187				-
												$	21,328				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.

(2)

Derivative instruments assumed as part of the UBP acquisitions.

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

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

Location and Amount of Gain (Loss) Recognized in OCI on Derivative										Location and Amount of Gain (Loss) Reclassified from AOCI into Income										Total amounts presented in the Consolidated Statements of Operations in which the effects of cash flow hedges are recorded
		Three months ended September 30,										Three months ended September 30,										Three months ended September 30,
(in thousands)		2023				2022						2023				2022						2023				2022
Interest rate swaps		$	4,606				7,069			Interest expense		$	(2,161	)			72			Interest expense, net		$	38,807				36,361
		Nine months ended September 30,										Nine months ended September 30,										Nine months ended September 30,
(in thousands)		2023				2022						2023				2022						2023				2022
Interest rate swaps		$	7,327				20,473			Interest expense		$	(5,302	)			1,563			Interest expense, net		$	112,156				109,798

As of September 30, 2023, the Company expects approximately $7.8 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.

REGENCY CENTERS CORPORATION AND REGENCY CENTERS, L.P.

Notes to Unaudited Consolidated Financial Statements

September 30, 2023

7.	Leases

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

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

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

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

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

(in thousands)		Three months ended September 30,								Nine months ended September 30,
		2023				2022				2023				2022
Operating lease income
Fixed and in-substance fixed lease income		$	235,489				215,077			$	675,320				634,416
Variable lease income			77,901				70,473				233,019				210,390
Other lease related income, net:
Above/below market rent and tenant rent inducement amortization, net			8,118				5,484				22,734				16,786
Uncollectible straight-line rent (1)			49				3,612				2,149				8,517
Uncollectible amounts billable in lease income			(636	)			1,110				958				12,156
Total lease income		$	320,921				295,756			$	934,180				882,265

(1)

The amounts include straight-line rent adjustments associated with converting cash basis to accrual basis accounting for certain leases.

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

(in thousands)		September 30, 2023				December 31, 2022
Tenant receivables		$	28,792				31,486
Straight-line rent receivables			136,334				128,214
Other receivables (1)			34,313				29,163
Total tenant and other receivables		$	199,439				188,863

(1)

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

REGENCY CENTERS CORPORATION AND REGENCY CENTERS, L.P.

Notes to Unaudited Consolidated Financial Statements

September 30, 2023

8.	Fair Value Measurements

(a) Disclosure of Fair Value of Financial Instruments

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

		September 30, 2023								December 31, 2022
(in thousands)		Carrying Amount				Fair Value				Carrying Amount				Fair Value
Financial liabilities:
Notes payable, net		$	3,992,093				3,588,977				3,726,754				3,333,378
Unsecured credit facilities		$	77,000				77,000				—				—

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

(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 $1.0 million during the three months ended September 30, 2023 and 2022, and unrealized gains of $2.4 million and unrealized losses of $9.5 million during the nine months ended September 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.

REGENCY CENTERS CORPORATION AND REGENCY CENTERS, L.P.

Notes to Unaudited Consolidated Financial Statements

September 30, 2023

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

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

	Fair Value Measurements as of September 30, 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	$	33,881				33,881				—				—
Available-for-sale debt securities		14,423				—				14,423				—
Interest rate derivatives		21,328				—				21,328				—
Total	$	69,632				33,881				35,751				—

	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

UBP Acquisition

See Note 1 — Acquisition of Urstadt Biddle Properties Inc, for discussion regarding UBP acquisition.

Preferred Stock of the Parent Company

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

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

Both series of Preferred Stock are non-voting, have no stated maturity and are redeemable for cash at $25.00 per share at the Company's option, except that the Parent Company Series B preferred stock is not redeemable until on or after October 1, 2024. The holders of the Preferred Stock have general preference rights with respect to liquidation and quarterly distributions. Except under certain conditions, holders of the Preferred Stock will not be entitled to vote on most matters. In the event of a cumulative arrearage equal to six quarterly dividends, holders of the Preferred Stock (voting as a single class without regard to series) will have the right to elect two additional members to serve on the Company's Board of Directors until the arrearage has been cured. Upon the occurrence of a Change of Control, as defined in the Company's Articles of Incorporation, the holders of the Preferred

REGENCY CENTERS CORPORATION AND REGENCY CENTERS, L.P.

Notes to Unaudited Consolidated Financial Statements

September 30, 2023

Stock will have the right to convert all or part of the shares of the Preferred Stock held by such holders on the applicable conversion date into a number of shares of Common Stock.

Dividends Declared

On September 25, 2023, the Board of Directors (the “Board”) of the Company:

Declared a dividend on the Series A Preferred Stock, which was paid at a rate of $0.390625 per share on October 31, 2023. The dividend was payable to holders of record of the Series A Preferred Stock as of the close of business on October 16, 2023; and

Declared a dividend on the Series B Preferred Stock, which was paid at a rate of $0.367200 per share on October 31, 2023. The dividend was payable to holders of record of the Series B Preferred Stock as of the close of business on October 16, 2023.

On November 2, 2023, the Board:

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

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

Common Stock of the Parent Company

Dividends Declared

On November 2, 2023, the Board declared a common stock dividend of $0.67 per share, payable on January 3, 2024, to shareholders of record as of December 14, 2023.

At the Market ("ATM") Program

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

Stock Repurchase Program

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

During the nine months ended September 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 September 30, 2023, $230.0 million remained available under the Repurchase Program.

Preferred Units of the Operating Partnership

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

REGENCY CENTERS CORPORATION AND REGENCY CENTERS, L.P.

Notes to Unaudited Consolidated Financial Statements

September 30, 2023

Common Units of the Operating Partnership

Common Units are issued, or redeemed and retired, for each share of Parent Company stock issued or redeemed, or retired, as described above. During the nine months ended September 30, 2023, the Operating Partnership issued 338,704 exchangeable operating partnership units, valued at $20.0 million, as partial purchase price consideration for the acquisition of a property to be developed. In addition, 3,340 Partnership Units were converted to Parent Company common stock.

10.	Stock-Based Compensation

During the nine months ended September 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 September 30,								Nine months ended September 30,
(in thousands, except per share data)		2023				2022				2023				2022
Numerator:
Income attributable to common shareholders - basic		$	89,076				87,578			$	273,139				387,602
Income attributable to common shareholders - diluted		$	89,076				87,578			$	273,139				387,602
Denominator:
Weighted average common shares outstanding for basic EPS			177,344				171,121				173,212				171,499
Weighted average common shares outstanding for diluted EPS (1)			178,231				171,525				173,711				171,870
Income per common share – basic		$	0.50				0.51			$	1.58				2.26
Income per common share – diluted		$	0.50				0.51			$	1.57				2.26

(1)

Includes the dilutive impact of unvested restricted stock and assumed conversion of convertible units.

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 1,080,101 and 741,433 for the three months ended September 30, 2023 and 2022, respectively, and were 909,527 and 750,671 for the nine months ended September 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 September 30,								Nine months ended September 30,
(in thousands, except per share data)		2023				2022				2023				2022
Numerator:
Income attributable to common unit holders - basic		$	89,596				87,957			$	274,629				389,296
Income attributable to common unit holders - diluted		$	89,596				87,957			$	274,629				389,296
Denominator:
Weighted average common units outstanding for basic EPU			178,424				171,862				174,121				172,249
Weighted average common units outstanding for diluted EPU (1)			179,311				172,267				174,621				172,620
Income per common unit – basic		$	0.50				0.51			$	1.58				2.26
Income per common unit – diluted		$	0.50				0.51			$	1.57				2.26

(1)

Includes the dilutive impact of unvested restricted stock and assumed conversion of convertible units.

REGENCY CENTERS CORPORATION AND REGENCY CENTERS, L.P.

Notes to Unaudited Consolidated Financial Statements

September 30, 2023

12.	Commitments and Contingencies

Litigation

The Company is a party to litigation 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.

On May 17, 2023, the Company announced its entry into an agreement to acquire UBP and shortly thereafter filed a registration statement (the “Registration Statement”) with the SEC containing a proxy statement/prospectus in connection with obtaining approval of the proposed acquisition by UBP stockholders. As previously disclosed in the Company's Form 10-Q for the second quarter of 2023, a complaint was filed in Connecticut state court in connection with the proposed acquisition by a purported UBP stockholder, which alleged that, in connection with the proposed acquisition, the UBP board of directors breached its fiduciary duties under applicable law and that the Registration Statement failed to disclose allegedly material information. The Complaint also alleged that Regency aided and abetted the alleged breaches of fiduciary duty, and that all defendants engaged in negligent misrepresentation and concealment in connection with the Registration Statement. The complaint sought various remedies, including, among other things, injunctive relief, damages and attorneys’ fees. In addition to the Complaint, certain other purported stockholders of UBP sent demand letters (the “Demands,” and together with the Complaint, the “Matters”) alleging deficiencies and/or omissions regarding the disclosures made in the Registration Statement. The Matters were resolved during the quarter to avoid additional litigation and associated costs. The resolution involved the claimants’ acknowledgment that their claims were mooted by additional information disclosed in a Form 8-K filed by UBP with the SEC on August 8, 2023. In exchange for appropriate releases and the dismissal of the Complaint, we also made payments to the claimants and their attorneys, in the aggregate, totaling an immaterial amount.

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 $9.1 million and $9.4 million in letters of credit outstanding as of September 30, 2023 and December 31, 2022, respectively.