Item 1. Financial Statements

89K characters. Original on sec.gov · Markdown

Item 1. Financial Statements

REGENCY CENTERS CORPORATION

Consolidated Balance Sheets

March 31, 2024 and December 31, 2023

(in thousands, except share data)


	2024			2023
Assets	(unaudited)
Net real estate investments:
Real estate assets, at cost	$	13,456,499			13,454,391
Less: accumulated depreciation		2,748,712			2,691,386
Real estate assets, net		10,707,787			10,763,005
Investments in sales-type lease, net		11,532			8,705
Investments in real estate partnerships		368,709			370,605
Net real estate investments		11,088,028			11,142,315
Properties held for sale, net		33,572			18,878
Cash, cash equivalents, and restricted cash, including $5,401 and $6,383 of restricted cash at March 31, 2024 and December 31, 2023, respectively		230,101			91,354
Tenant and other receivables, net		229,407			206,162
Deferred leasing costs, less accumulated amortization of $125,643 and $124,107 at March 31, 2024 and December 31, 2023, respectively		77,484			73,398
Acquired lease intangible assets, less accumulated amortization of $364,829 and $364,413 at March 31, 2024 and December 31, 2023, respectively		266,831			283,375
Right of use assets, net		326,047			328,002
Other assets		399,433			283,429
Total assets	$	12,650,903			12,426,913
Liabilities and Equity
Liabilities:
Notes payable, net	$	4,387,181			4,001,949
Unsecured credit facility		30,000			152,000
Accounts payable and other liabilities		344,641			358,612
Acquired lease intangible liabilities, less accumulated amortization of $202,474 and $211,067 at March 31, 2024 and December 31, 2023, respectively		389,908			398,302
Lease liabilities		245,235			246,063
Tenants' security, escrow deposits and prepaid rent		75,919			78,052
Total liabilities		5,472,884			5,234,978
Commitments and contingencies		—			—
Equity:
Shareholders' equity:
Preferred stock $0.01 par value per share, 30,000,000 shares authorized; 9,000,000 and shares issued and outstanding, in the aggregate, in Series A and Series B at March 31, 2024 and December 31, 2023 with liquidation preference of $25 per share		225,000			225,000
Common stock $0.01 par value per share, 220,000,000 shares authorized; 184,774,486 and 184,581,070 shares issued and outstanding at March 31, 2024 and December 31, 2023, respectively		1,848			1,846
Treasury stock at cost, 452,690 and 448,140 shares held at March 31, 2024 and December 31, 2023, respectively		(26,321	)		(25,488	)
Additional paid-in-capital		8,703,756			8,704,240
Accumulated other comprehensive income (loss)		4,465			(1,308	)
Distributions in excess of net income		(1,889,037	)		(1,871,603	)
Total shareholders' equity		7,019,711			7,032,687
Noncontrolling interests:
Exchangeable operating partnership units, aggregate redemption value of $66,587 and $74,199 at March 31, 2024 and December 31, 2023, respectively		41,606			42,195
Limited partners' interests in consolidated partnerships		116,702			117,053
Total noncontrolling interests		158,308			159,248
Total equity		7,178,019			7,191,935
Total liabilities and equity	$	12,650,903			12,426,913

See accompanying notes to consolidated financial statements.

REGENCY CENTERS CORPORATION

Consolidated Statements of Operations

(in thousands, except per share data)

(unaudited)


	Three months ended March 31,
	2024			2023
Revenues:
Lease income	$	353,106			308,801
Other property income		4,350			3,138
Management, transaction, and other fees		6,396			6,038
Total revenues		363,852			317,977
Operating expenses:
Depreciation and amortization		97,585			82,707
Property operating expense		63,274			51,022
Real estate taxes		44,307			38,477
General and administrative		26,132			25,280
Other operating expenses (income)		2,643			(497	)
Total operating expenses		233,941			196,989
Other expense, net:
Interest expense, net		42,868			36,393
Gain on sale of real estate, net of tax		(11,403	)		(250	)
Loss on early extinguishment of debt		180			—
Net investment income		(2,431	)		(1,727	)
Total other expense, net		29,214			34,416
Income before equity in income of investments in real estate partnerships		100,697			86,572
Equity in income of investments in real estate partnerships		11,961			11,916
Net income		112,658			98,488
Noncontrolling interests:
Exchangeable operating partnership units		(642	)		(420	)
Limited partners' interests in consolidated partnerships		(2,242	)		(787	)
Net income attributable to noncontrolling interests		(2,884	)		(1,207	)
Net income attributable to the Company		109,774			97,281
Preferred stock dividends		(3,413	)		—
Net income attributable to common shareholders	$	106,361			97,281

Net income per common share - basic	$	0.58			0.57
Net income per common share - diluted	$	0.58			0.57

See accompanying notes to consolidated financial statements.

REGENCY CENTERS CORPORATION

Consolidated Statements of Comprehensive Income

(in thousands)

(unaudited)


	Three months ended March 31,
	2024			2023
Net income	$	112,658			98,488
Other comprehensive income (loss):
Effective portion of change in fair value of derivative instruments:
Effective portion of change in fair value of derivative instruments		8,593			(2,736	)
Reclassification adjustment of derivative instruments included in net income		(2,367	)		(1,492	)
Unrealized (loss) gain on available-for-sale debt securities		(119	)		192
Other comprehensive income (loss)		6,107			(4,036	)
Comprehensive income		118,765			94,452
Less: comprehensive income attributable to noncontrolling interests:
Net income attributable to noncontrolling interests		2,884			1,207
Other comprehensive income (loss) attributable to noncontrolling interests		334			(403	)
Comprehensive income attributable to noncontrolling interests		3,218			804
Comprehensive income attributable to the Company	$	115,547			93,648

See accompanying notes to consolidated financial statements.

REGENCY CENTERS CORPORATION

Consolidated Statements of Equity

For the three months ended March 31, 2024 and 2023

(in thousands, except per share data)

(unaudited)


																					Noncontrolling Interests
	Preferred Stock		Common Stock			Treasury Stock			Additional Paid In Capital			Accumulated Other Comprehensive Income (Loss)			Distributions in Excess of Net Income			Total Shareholders' Equity			Exchangeable Operating Partnership Units			Limited Partners' Interest in Consolidated Partnerships			Total Noncontrolling Interests			Total Equity
Balance at December 31, 2022	$	—		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		—		—			—			—			—			97,281			97,281			420			787			1,207			98,488
Other comprehensive loss
Other comprehensive income before reclassification		—		—			—			—			(2,316	)		—			(2,316	)		(11	)		(217	)		(228	)		(2,544	)
Amounts reclassified from accumulated other comprehensive loss		—		—			—			—			(1,317	)		—			(1,317	)		(5	)		(170	)		(175	)		(1,492	)
Deferred compensation plan, net		—		—			(1,238	)		1,238			—			—			—			—			—			—			—
Restricted stock issued, net of amortization		—		2			—			4,817			—			—			4,819			—			—			—			4,819
Common stock repurchased for taxes withheld for stock based compensation, net		—		—			—			(6,920	)		—			—			(6,920	)		—			—			—			(6,920	)
Common stock repurchased and retired		—		(3	)		—			(20,003	)		—			—			(20,006	)		—			—			—			(20,006	)
Common stock issued under dividend reinvestment plan		—		—			—			142			—			—			142			—			—			—			142
Contributions from partners		—		—			—			—			—			—			—			—			1,777			1,777			1,777
Distributions to partners		—		—			—			—			—			—			—			—			(1,039	)		(1,039	)		(1,039	)
Cash dividends declared:
Common stock/unit ($0.650 per share)		—		—			—			—			—			(111,347	)		(111,347	)		(482	)		—			(482	)		(111,829	)
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

Balance at December 31, 2023	$	225,000	$	1,846			(25,488	)		8,704,240			(1,308	)		(1,871,603	)		7,032,687			42,195			117,053			159,248			7,191,935
Net income		—		—			—			—			—			109,774			109,774			642			2,242			2,884			112,658
Other comprehensive income
Other comprehensive income before reclassification		—		—			—			—			7,987			—			7,987			48			439			487			8,474
Amounts reclassified from accumulated other comprehensive income		—		—			—			—			(2,214	)		—			(2,214	)		(13	)		(140	)		(153	)		(2,367	)
Deferred compensation plan, net		—		—			(833	)		833			—			—			—			—			—			—			—
Restricted stock issued, net of amortization		—		2			—			6,574			—			—			6,576			—			—			—			6,576
Common stock repurchased for taxes withheld for stock based compensation, net		—		—			—			(8,578	)		—			—			(8,578	)		—			—			—			(8,578	)
Common stock issued under dividend reinvestment plan		—		—			—			158			—			—			158			—			—			—			158
Common stock issued for exchangeable operating partnership units		—		—			—			529			—			—			529			(529	)		—			(529	)		—
Contributions from partners		—		—			—			—			—			—			—			—			1,472			1,472			1,472
Distributions to partners		—		—			—			—			—			—			—			—			(4,364	)		(4,364	)		(4,364	)
Cash dividends declared:
Preferred stock		—		—			—			—			—			(3,413	)		(3,413	)		—			—			—			(3,413	)
Common stock ($0.670 per share/unit)		—		—			—			—			—			(123,795	)		(123,795	)		(737	)		—			(737	)		(124,532	)
Balance at March 31, 2024	$	225,000		1,848			(26,321	)		8,703,756			4,465			(1,889,037	)		7,019,711			41,606			116,702			158,308			7,178,019

See accompanying notes to consolidated financial statements.

REGENCY CENTERS CORPORATION

Consolidated Statements of Cash Flows

For the three months ended March 31, 2024 and 2023

(in thousands)

(unaudited)


	2024			2023
Cash flows from operating activities:
Net income	$	112,658			98,488
Adjustments to reconcile net income to net cash provided by operating activities:
Depreciation and amortization		97,585			82,707
Amortization of deferred loan costs and debt premiums		2,762			1,490
Accretion of above and below market lease intangibles, net		(5,287	)		(5,478	)
Stock-based compensation, net of capitalization		6,294			4,810
Equity in income of investments in real estate partnerships		(11,961	)		(11,916	)
Gain on sale of real estate, net of tax		(11,403	)		(250	)
Loss on early extinguishment of debt		180			—
Distribution of earnings from investments in real estate partnerships		16,960			14,524
Deferred compensation expense		2,089			1,448
Realized and unrealized gain on investments		(2,358	)		(1,674	)
Changes in assets and liabilities:
Tenant and other receivables		1,220			6,710
Deferred leasing costs		(3,714	)		(672	)
Other assets		(15,724	)		(12,631	)
Accounts payable and other liabilities		(19,410	)		(20,858	)
Tenants' security, escrow deposits and prepaid rent		(2,133	)		5,401
Net cash provided by operating activities		167,758			162,099
Cash flows from investing activities:
Real estate development and capital improvements		(60,850	)		(44,569	)
Proceeds from sale of real estate		30,033			3,603
Proceeds from property insurance casualty claims		4,110			—
Issuance of notes receivable		(29,830	)		—
Collection of notes receivable		1,561			—
Investments in real estate partnerships		(4,156	)		(604	)
Return of capital from investments in real estate partnerships		3,152			—
Dividends on investment securities		122			187
Acquisition of investment securities		(92,527	)		(2,171	)
Proceeds from sale of investment securities		6,049			4,504
Net cash used in investing activities		(142,336	)		(39,050	)
Cash flows from financing activities:
Repurchase of common shares in conjunction with equity award plans		(8,730	)		(7,066	)
Common shares repurchased through share repurchase program		—			(20,006	)
Proceeds from sale of treasury stock		210			2
Contributions from limited partners in consolidated partnerships		1,472			738
Distributions to limited partners in consolidated partnerships		(4,364	)		—
Distributions to exchangeable operating partnership unit holders		(742	)		(482	)
Dividends paid to common shareholders		(123,507	)		(111,085	)
Dividends paid to preferred shareholders		(3,413	)		—
Proceeds from issuance of fixed rate unsecured notes, net of debt discount		398,468			—
Proceeds from unsecured credit facilities		132,419			115,000
Repayment of unsecured credit facilities		(254,419	)		(85,000	)
Proceeds from notes payable		—			15,500
Repayment of notes payable		(7,597	)		(28,306	)
Scheduled principal payments		(3,183	)		(2,836	)
Payment of loan costs		(13,289	)		(141	)
Net cash provided by (used in) financing activities		113,325			(123,682	)
Net increase (decrease) in cash and cash equivalents and restricted cash		138,747			(633	)
Cash and cash equivalents and restricted cash at beginning of the period		91,354			68,776
Cash and cash equivalents and restricted cash at end of the period	$	230,101			68,143

See accompanying notes to consolidated financial statements.

REGENCY CENTERS CORPORATION

Consolidated Statements of Cash Flows

For the three months ended March 31, 2024 and 2023

(in thousands)

(unaudited)


	2024		2023
Supplemental disclosure of cash flow information:
Cash paid for interest (net of capitalized interest of $1,656 and $1,250 in 2024 and 2023, respectively)	$	47,981		44,107
Cash paid for income taxes, net of refunds	$	6,070		112
Supplemental disclosure of non-cash transactions:
Common and Preferred stock, and exchangeable operating partnership dividends declared but not paid	$	126,807		111,829
Right of use assets obtained in exchange for new operating lease liabilities	$	829		—
Sale of leased asset in exchange for net investment in sales-type lease	$	703		—
Common stock issued for partnership units exchanged	$	529		—
Change in accrued capital expenditures	$	1,619		10,596
Common stock issued under dividend reinvestment plan	$	158		142
Stock-based compensation capitalized	$	434		155
Contributions from limited partners in consolidated partnerships	$	231		—
Common stock issued for dividend reinvestment in trust	$	301		303
Contribution of stock awards into trust	$	1,048		1,201
Distribution of stock held in trust	$	476		265
Change in fair value of securities	$	118		243

See accompanying notes to consolidated financial statements.

REGENCY CENTERS, L.P.

Consolidated Balance Sheets

March 31, 2024 and December 31, 2023

(in thousands, except unit data)


	2024		2023
Assets	(unaudited)
Net real estate investments:
Real estate assets, at cost	$	13,456,499		13,454,391
Less: accumulated depreciation		2,748,712		2,691,386
Real estate assets, net		10,707,787		10,763,005
Investments in sales-type lease, net		11,532		8,705
Investments in real estate partnerships		368,709		370,605
Net real estate investments		11,088,028		11,142,315
Properties held for sale, net		33,572		18,878
Cash, cash equivalents, and restricted cash, including $5,401 and $6,383 of restricted cash at March 31, 2024 and December 31, 2023, respectively		230,101		91,354
Tenant and other receivables, net		229,407		206,162
Deferred leasing costs, less accumulated amortization of $125,643 and $124,107 at March 31, 2024 and December 31, 2023, respectively		77,484		73,398
Acquired lease intangible assets, less accumulated amortization of $364,829 and $364,413 at March 31, 2024 and December 31, 2023, respectively		266,831		283,375
Right of use assets, net		326,047		328,002
Other assets		399,433		283,429
Total assets	$	12,650,903		12,426,913
Liabilities and Capital
Liabilities:
Notes payable, net	$	4,387,181		4,001,949
Unsecured credit facility		30,000		152,000
Accounts payable and other liabilities		344,641		358,612
Acquired lease intangible liabilities, less accumulated amortization of $202,474 and $211,067 at March 31, 2024 and December 31, 2023, respectively		389,908		398,302
Lease liabilities		245,235		246,063
Tenants' security, escrow deposits and prepaid rent		75,919		78,052
Total liabilities		5,472,884		5,234,978
Commitments and contingencies		—		—
Capital:
Partners' capital:
Preferred units $0.01 par value per unit, 30,000,000 units authorized; 9,000,000 units issued and outstanding, in the aggregate, in Series A and Series B at March 31, 2024 and December 31, 2023 with liquidation preference of $25 per unit		225,000		225,000
General partner's common units, 184,774,486 and 184,581,070 units issued and outstanding at March 31, 2024 and December 31, 2023, respectively		6,790,246		6,808,995
Limited partners' common units, 1,099,516 and 1,107,454 units issued and outstanding at March 31, 2024 and December 31, 2023 respectively		41,606		42,195
Accumulated other comprehensive income (loss)		4,465		(1,308	)
Total partners' capital		7,061,317		7,074,882
Noncontrolling interest: Limited partners' interests in consolidated partnerships		116,702		117,053
Total capital		7,178,019		7,191,935
Total liabilities and capital	$	12,650,903		12,426,913

See accompanying notes to consolidated financial statements.

REGENCY CENTERS, L.P.

Consolidated Statements of Operations

(in thousands, except per unit data)

(unaudited)


	Three months ended March 31,
	2024			2023
Revenues:
Lease income	$	353,106			308,801
Other property income		4,350			3,138
Management, transaction, and other fees		6,396			6,038
Total revenues		363,852			317,977
Operating expenses:
Depreciation and amortization		97,585			82,707
Property operating expense		63,274			51,022
Real estate taxes		44,307			38,477
General and administrative		26,132			25,280
Other operating expenses (income)		2,643			(497	)
Total operating expenses		233,941			196,989
Other expense, net:
Interest expense, net		42,868			36,393
Gain on sale of real estate, net of tax		(11,403	)		(250	)
Loss on early extinguishment of debt		180			—
Net investment income		(2,431	)		(1,727	)
Total other expense, net		29,214			34,416
Income before equity in income of investments in real estate partnerships		100,697			86,572
Equity in income of investments in real estate partnerships		11,961			11,916
Net income		112,658			98,488
Limited partners' interests in consolidated partnerships		(2,242	)		(787	)
Net income attributable to the Partnership		110,416			97,701
Preferred unit distributions		(3,413	)		—
Net income attributable to common unit holders	$	107,003			97,701

Net income per common unit - basic	$	0.58			0.57
Net income per common unit - diluted	$	0.58			0.57

See accompanying notes to consolidated financial statements.

REGENCY CENTERS, L.P.

Consolidated Statements of Comprehensive Income

(in thousands)

(unaudited)


	Three months ended March 31,
	2024			2023
Net income	$	112,658			98,488
Other comprehensive income (loss):
Effective portion of change in fair value of derivative instruments:
Effective portion of change in fair value of derivative instruments		8,593			(2,736	)
Reclassification adjustment of derivative instruments included in net income		(2,367	)		(1,492	)
Unrealized (loss) gain on available-for-sale debt securities		(119	)		192
Other comprehensive income (loss)		6,107			(4,036	)
Comprehensive income		118,765			94,452
Less: comprehensive income attributable to noncontrolling interests:
Net income attributable to noncontrolling interests		2,242			787
Other comprehensive income (loss) attributable to noncontrolling interests		299			(387	)
Comprehensive income attributable to noncontrolling interests		2,541			400
Comprehensive income attributable to the Partnership	$	116,224			94,052

See accompanying notes to consolidated financial statements.

REGENCY C****ENTERS, L.P.

Consolidated Statements of Capital

For the three months ended March 31, 2024 and 2023

(in thousands)

(unaudited)


	General Partner Preferred and Common Units			Limited Partners			Accumulated Other Comprehensive Income (Loss)			Total Partners' Capital			Noncontrolling Interests in Limited Partners' Interest in Consolidated Partnerships			Total Capital
Balance at December 31, 2022	$	6,089,425			34,489			7,560			6,131,474			46,565			6,178,039
Net income		97,281			420			—			97,701			787			98,488
Other comprehensive loss
Other comprehensive loss before reclassification		—			(11	)		(2,316	)		(2,327	)		(217	)		(2,544	)
Amounts reclassified from accumulated other comprehensive loss		—			(5	)		(1,317	)		(1,322	)		(170	)		(1,492	)
Contributions from partners		—			—			—			—			1,777			1,777
Distributions to partners		(111,347	)		(482	)		—			(111,829	)		(1,039	)		(112,868	)
Restricted units issued as a result of restricted stock issued by Parent Company, net of amortization		4,819			—			—			4,819			—			4,819
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 repurchased as a result of common stock repurchased by Parent Company, net of issuances		(6,778	)		—			—			(6,778	)		—			(6,778	)
Balance at March 31, 2023	$	6,053,394			34,411			3,927			6,091,732			47,703			6,139,435

Balance at December 31, 2023	$	7,033,995			42,195			(1,308	)		7,074,882			117,053			7,191,935
Net income		109,774			642			—			110,416			2,242			112,658
Other comprehensive income
Other comprehensive income before reclassification		—			48			7,987			8,035			439			8,474
Amounts reclassified from accumulated other comprehensive income		—			(13	)		(2,214	)		(2,227	)		(140	)		(2,367	)
Contributions from partners		—			—			—			—			1,472			1,472
Distributions to partners		(123,795	)		(737	)		—			(124,532	)		(4,364	)		(128,896	)
Preferred unit distributions		(3,413	)		—			—			(3,413	)		—			(3,413	)
Restricted units issued as a result of restricted stock issued by Parent Company, net of amortization		6,576			—			—			6,576			—			6,576
Common units repurchased as a result of common stock repurchased by Parent Company, net of issuances		(8,420	)		—			—			(8,420	)		—			(8,420	)
Exchangeable operating partnership units converted to common stock of Parent Company		529			(529	)		—			—			—			—
Balance at March 31, 2024	$	7,015,246			41,606			4,465			7,061,317			116,702			7,178,019

See accompanying notes to consolidated financial statements.

REGENCY CENTERS, L.P.

Consolidated Statem****ents of Cash Flows

For the three months ended March 31, 2024 and 2023

(in thousands)

(unaudited)


	2024			2023
Cash flows from operating activities:
Net income	$	112,658			98,488
Adjustments to reconcile net income to net cash provided by operating activities:
Depreciation and amortization		97,585			82,707
Amortization of deferred loan costs and debt premiums		2,762			1,490
(Accretion) and amortization of above and below market lease intangibles, net		(5,287	)		(5,478	)
Stock-based compensation, net of capitalization		6,294			4,810
Equity in income of investments in real estate partnerships		(11,961	)		(11,916	)
Gain on sale of real estate, net of tax		(11,403	)		(250	)
Loss on early extinguishment of debt		180			—
Distribution of earnings from investments in real estate partnerships		16,960			14,524
Deferred compensation expense		2,089			1,448
Realized and unrealized gain on investments		(2,358	)		(1,674	)
Changes in assets and liabilities:
Tenant and other receivables		1,220			6,710
Deferred leasing costs		(3,714	)		(672	)
Other assets		(15,724	)		(12,631	)
Accounts payable and other liabilities		(19,410	)		(20,858	)
Tenants' security, escrow deposits and prepaid rent		(2,133	)		5,401
Net cash provided by operating activities		167,758			162,099
Cash flows from investing activities:
Real estate development and capital improvements		(60,850	)		(44,569	)
Proceeds from sale of real estate		30,033			3,603
Proceeds from property insurance casualty claims		4,110			—
Issuance of notes receivable		(29,830	)		—
Collection of notes receivable		1,561			—
Investments in real estate partnerships		(4,156	)		(604	)
Return of capital from investments in real estate partnerships		3,152			—
Dividends on investment securities		122			187
Acquisition of investment securities		(92,527	)		(2,171	)
Proceeds from sale of investment securities		6,049			4,504
Net cash used in investing activities		(142,336	)		(39,050	)
Cash flows from financing activities:
Repurchase of common shares in conjunction with equity award plans		(8,730	)		(7,066	)
Common units repurchased through share repurchase program		—			(20,006	)
Proceeds from sale of treasury stock		210			2
Contributions from limited partners in consolidated partnerships		1,472			738
Distributions to limited partners in consolidated partnerships		(4,364	)		—
Distributions to partners		(124,249	)		(111,567	)
Dividends paid to preferred unit holders		(3,413	)		—
Proceeds from issuance of fixed rate unsecured notes, net of debt discount		398,468			—
Proceeds from unsecured credit facilities		132,419			115,000
Repayment of unsecured credit facilities		(254,419	)		(85,000	)
Proceeds from notes payable		—			15,500
Repayment of notes payable		(7,597	)		(28,306	)
Scheduled principal payments		(3,183	)		(2,836	)
Payment of loan costs		(13,289	)		(141	)
Net cash provided by (used in) financing activities		113,325			(123,682	)
Net increase (decrease) in cash and cash equivalents and restricted cash		138,747			(633	)
Cash and cash equivalents and restricted cash at beginning of the period		91,354			68,776
Cash and cash equivalents and restricted cash at end of the period	$	230,101			68,143

See accompanying notes to consolidated financial statements.

REGENCY CENTERS, L.P.

Consolidated Statements of Cash Flows

For the three months ended March 31, 2024 and 2023

(in thousands)

(unaudited)


	2024		2023
Supplemental disclosure of cash flow information:
Cash paid for interest (net of capitalized interest of $1,656 and $1,250 in 2024 and 2023, respectively)	$	47,981		44,107
Cash paid for income taxes, net of refunds	$	6,070		112
Supplemental disclosure of non-cash transactions:
Common and Preferred stock, and exchangeable operating partnership dividends declared but not paid	$	126,807		111,829
Right of use assets obtained in exchange for new operating lease liabilities	$	829		—
Sale of leased asset in exchange for net investment in sales-type lease	$	703		—
Common stock issued by Parent Company for partnership units exchanged	$	529		—
Change in accrued capital expenditures	$	1,619		10,596
Common stock issued by Parent Company for dividend reinvestment plan	$	158		142
Stock-based compensation capitalized	$	434		155
Contributions from limited partners in consolidated partnerships	$	231		—
Common stock issued for dividend reinvestment in trust	$	301		303
Contribution of stock awards into trust	$	1,048		1,201
Distribution of stock held in trust	$	476		265
Change in fair value of securities	$	118		243

See accompanying notes to consolidated financial statements.

REGENCY CENTERS CORPORATION AND REGENCY CENTERS, L.P.

Notes to Unaudited Consolidated Financial Statements

March 31, 2024


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. 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 March 31, 2024, the Parent Company, the Operating Partnership, and their controlled subsidiaries on a consolidated basis owned 381 properties and held partial interests in an additional 101 properties through unconsolidated Investments in real estate partnerships (also referred to as "joint ventures" or "investment partnerships").

Basis of Presentation

The information included in this Report should be read in conjunction with the Company's Annual Report on Form 10-K for the year ended December 31, 2023, as certain disclosures in this Report that would duplicate those included in such Annual Report on Form 10-K are not included in these consolidated financial statements. The consolidated financial statements reflect all adjustments which are, in the opinion of management, necessary to fairly state the results for the interim periods presented. These adjustments are considered to be of a normal recurring nature.

Acquisition of Urstadt Biddle Properties Inc.

On August 18, 2023, the Company acquired Urstadt Biddle Properties Inc. ("UBP") which was accounted for as an asset acquisition. Under the terms of the merger agreement, each share of Urstadt Biddle common stock and Urstadt Biddle Class A common stock was converted into 0.347 of a share of common stock of the Parent Company. Additionally, each share of UBP’s 6.25% Series H Cumulative Redeemable Preferred Stock and 5.875% Series K Cumulative Redeemable Preferred Stock was converted into one share of Parent Company Series A preferred stock and Parent Company Series B preferred stock, respectively.

As a result of the acquisition, the Company acquired 74 properties representing 5.3 million square feet of GLA, including 10 properties held through real estate partnerships. See the Company's audited Annual Report on Form 10-K for the year ended December 31, 2023 for further disclosure regarding the acquisition transaction.

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 may 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, geopolitical and macroeconomic challenges, including the war involving Russia and Ukraine, current Middle East conflicts and wars, and the economic conflicts with China, as well as the slowing of its economy, could impact aspects of the U.S. economy and, therefore, consumer spending. The policies implemented by the U.S. government to address these and related issues, including changes by the Board of Governors of the Federal Reserve System of its benchmark federal funds rate, increases in federal government spending, and economic sanctions and tariffs, 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 macroeconomic and geopolitical 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. See Item 1A of Part I of the Company's Annual Report on Form 10-K for a more detailed discussion of the Risk Factors potentially impacting the Company's business and results of operations.

Consolidation

The Company consolidates properties that are wholly-owned, and properties where it owns less than 100% but holds a controlling financial interest in the partnerships. Controlling financial interest is determined using an evaluation based on accounting standards related to the consolidation of Variable Interest Entities ("VIEs") and voting interest entities.

REGENCY CENTERS CORPORATION AND REGENCY CENTERS, L.P.

Notes to Unaudited Consolidated Financial Statements

March 31, 2024

Ownership of the Parent Company

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

Ownership of the Operating Partnership

The Operating Partnership's capital includes Common Units and Preferred Units. As of March 31, 2024, the Parent Company owned approximately 99.4% of the outstanding Common Units, with the remaining Common Units held by third parties ("Exchangeable operating partnership units" or "EOP units"). The Parent Company currently owns all of the Preferred Units.

Real Estate Partnerships

As of March 31, 2024, Regency held partial ownership interests in 119 properties through real estate partnerships, of which 18 are consolidated. Regency's partners include institutional investors, real estate developers and/or operators, and passive investors (the "Partners" or "Limited Partners"). These partnerships have been established to own and operate real estate properties. The Company’s involvement with these entities is through its ownership and management of the properties. The entities were deemed VIEs primarily because the unrelated investors do not have substantive kick-out rights to remove the general or managing partner by a vote of a simple majority or less, and they do not have substantive participating rights. Regency has variable interests in these entities through its equity ownership, with Regency being the primary beneficiary in certain of these real estate partnerships. Regency consolidates the partnerships into its financial statements for which it is the primary beneficiary and reports the limited partners' interests as noncontrolling interests. For those partnerships which Regency is not the primary beneficiary and does not have a controlling financial interest, but has significant influence, Regency recognizes its equity investments in them in accordance with the equity method of accounting.

The assets of these partnerships are restricted to use by the respective partnerships and cannot be reached by general creditors of the Company. Similarly, the obligations of the partnerships are backed by, and can only be settled through the assets of these partnerships or by additional capital contributions by the partners.

The carrying amounts of VIEs' assets and liabilities included in the Company's consolidated financial statements, exclusive of the Operating Partnership, are as follows:


(in thousands)	March 31, 2024		December 31, 2023
Assets
Real estate assets, net	$	276,484		270,674
Cash, cash equivalents and restricted cash		8,324		8,201
Tenant and other receivables, net		4,777		3,883
Deferred costs, net		2,406		2,494
Acquired lease intangible assets, net		11,284		12,099
Right of use assets, net		44,102		44,377
Other assets		1,574		893
Total Assets	$	348,951		342,621
Liabilities
Notes payable	$	33,092		33,211
Accounts payable and other liabilities		31,853		29,919
Acquired lease intangible liabilities, net		21,103		21,456
Tenants' security, escrow deposits and prepaid rent		1,112		1,239
Lease liabilities		21,482		21,433
Total Liabilities	$	108,642		107,258

REGENCY CENTERS CORPORATION AND REGENCY CENTERS, L.P.

Notes to Unaudited Consolidated Financial Statements

March 31, 2024

Revenues, and Tenant 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 derived 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 March 31,
(in thousands)	Timing of satisfaction of performance obligations	2024		2023
Management, transaction, and other fees:
Property management services	Over time	$	3,961		3,458
Asset management services	Over time		1,602		1,629
Leasing services	Point in time		574		718
Other fees	Point in time		259		233
Total management, transaction, and other fees		$	6,396		6,038

The accounts receivable for management, transactions, and other fees, which are included within Tenant and other receivables in the accompanying Consolidated Balance Sheets, are $16.5 million and $18.5 million, as of March 31, 2024 and December 31, 2023, respectively.

Recent Accounting Pronouncements

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


Standard	Description	Earlier of Effective Date or the Date of adoption	Effect on the financial statements or other significant matters
Recently adopted:
ASU 2023-07, Segment Reporting (Topic 280): Improvements to Reportable Segment Disclosures	The amendments are aimed at enhancing the disclosures public entities provide regarding significant segment expenses so that investors can “better understand an entity’s overall performance” and assess “potential future cash flows.”	January 1, 2024	The standard became effective for the Company on January 1, 2024 and the required disclosures for the Company will begin with its Annual Report on Form 10-K for the fiscal year ending December 31, 2024. The adoption and implementation of this guidance is not expected to have a material impact on the Company’s consolidated financial statements.

ASU 2023-09, Income Taxes (Topic 740): Improvements to Income Tax Disclosures.	ASU 2023-09 requires public business entities to disclose additional information in specified categories with respect to the reconciliation of the effective tax rate to the statutory rate for federal, state, and foreign income taxes. It also requires greater detail about individual reconciling items in the rate reconciliation to the extent the impact of those items exceeds a specified threshold.	January 1, 2025	The Company will review the extent of new disclosures necessary prior to implementation. Other than additional disclosure, the adoption of this ASU is not expected to have a material impact on the Company's financial position and/or results of operations.

REGENCY CENTERS CORPORATION AND REGENCY CENTERS, L.P.

Notes to Unaudited Consolidated Financial Statements

March 31, 2024


2.	Real Estate Investments

The table below details properties acquired during the three months ended March 31, 2024:


(in thousands)		Three months ended March 31, 2024
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
2/23/2024	The Shops at Stone Bridge	Cheshire, CT	Development	100%	$	8,000		—		—		—
Total consolidated					$	8,000		—		—		—

(1)

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

The Company had no property acquisitions during the three months ended March 31, 2023.


3.	Property Dispositions and Assets Held for Sale

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


	Three months ended March 31,
(in thousands, except number sold data)	2024		2023
Net proceeds from sale of real estate investments	$	30,033		2,923
Gain on sale of real estate, net of tax		11,403		250
Number of operating properties sold		1		—
Number of land parcels sold		—		1
Percent interest sold	100%		100%

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


(in thousands)	March 31, 2024			December 31, 2023
Land and improvements	$	27,003			9,120
Buildings and improvements		9,425			12,551
Less: accumulated depreciation		(2,928	)		(3,461	)
Real estate, net		33,500			18,210
Other assets, net		72			668
Assets associated with real estate assets held for sale	$	33,572			18,878

REGENCY CENTERS CORPORATION AND REGENCY CENTERS, L.P.

Notes to Unaudited Consolidated Financial Statements

March 31, 2024


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)	March 31, 2024		December 31, 2023
Goodwill	$	167,062		167,062
Investments(1)		140,587		51,992
Prepaid and other		56,937		40,635
Derivative assets		16,711		14,213
Furniture, fixtures, and equipment, net ("FF&E")		6,424		6,662
Deferred financing costs, net(2)		11,712		2,865
Total other assets	$	399,433		283,429

(1)

During the three months ended March 31, 2024, the Company invested approximately $90 million in commercial deposits from the proceeds received from the January public offering of senior unsecured notes.

(2)

The Company incurred additional financing costs related to recasting its Line of Credit. See Note 5 — Notes Payable and Unsecured Credit Facilities for discussion regarding these transactions.


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)	Maturing Through	Weighted Average Contractual Rate	Weighted Average Effective Rate	March 31, 2024		December 31, 2023
Notes payable:
Fixed rate mortgage loans	6/1/2037	3.8%	4.4%	$	439,864		449,615
Variable rate mortgage loans (1)	1/31/2032	4.2%	4.2%		298,375		299,579
Fixed rate unsecured debt	3/15/2049	4.0%	4.1%		3,648,942		3,252,755
Total notes payable, net					4,387,181		4,001,949
Unsecured credit facilities:
$1.5 Billion Line of Credit (the "Line") (2)	3/23/2028	6.3%	6.7%		30,000		152,000
Total unsecured credit facilities					30,000		152,000
Total debt outstanding				$	4,417,181		4,153,949

(1)

As of March 31, 2024, 98.3% of the variable rate mortgage loans are fixed through interest rate swaps.

(2)

The Line is scheduled to mature on March 23, 2028. 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.

On January 8, 2024, the Company priced a public offering of $400 million of senior unsecured notes due in 2034, and the notes were issued on January 18, 2024 at 99.617% of par value with a coupon of 5.250%.

On January 18, 2024, the Company entered into a Sixth Amended and Restated Credit Agreement (the "Credit Agreement"), with the financial institutions party thereto, as lenders, and Wells Fargo Bank, National Association, as Administrative Agent. The Credit Agreement provides for an unsecured revolving credit facility in the amount of $1.50 billion for a term of four years (plus two six-month extension options) and includes an accordion feature which permits the borrower to request increases in the size of the revolving loan facility by up to an additional $1.50 billion. The interest rate on the revolving credit facility is equal to the Secured Overnight Financing Rate ("SOFR") plus a margin that is determined based on the borrower’s long-term unsecured debt ratings and ratio of indebtedness to total asset value. At the time of the closing, the effective interest rate was SOFR plus a credit spread adjustment of 10 basis points plus a margin of 72.5 basis points. The Credit Agreement also incorporates sustainability-linked adjustments to the interest rate, which provide for upward or downward adjustments to the applicable margin if the Company achieves, or fails to achieve, certain specified targets based on Scope 1 and Scope 2 emission standards as set forth in the Credit Agreement. At the time of the closing, a 1 basis point downward sustainability-linked adjustment to the interest rate was applicable.

REGENCY CENTERS CORPORATION AND REGENCY CENTERS, L.P.

Notes to Unaudited Consolidated Financial Statements

March 31, 2024

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


(in thousands)	March 31, 2024
Scheduled Principal Payments and Maturities by Year:	Scheduled Principal Payments		Mortgage Loan Maturities			Unsecured Maturities (1)			Total
2024 (2)	$	7,989		133,580			250,000			391,569
2025		9,678		52,537			250,000			312,215
2026		9,920		147,848			200,000			357,768
2027		7,013		222,558			525,000			754,571
2028		5,312		36,570			330,000			371,882
Beyond 5 Years		7,956		106,092			2,150,000			2,264,048
Unamortized debt premium/(discount) and issuance costs		—		(8,814	)		(26,058	)		(34,872	)
Total	$	47,868		690,371			3,678,942			4,417,181

(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 March 31, 2024, with all financial and other covenants under its unsecured public and private placement debt and unsecured credit facilities.


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.

Detail on the Company's interest rate derivatives outstanding as of March 31, 2024 and December 31, 2023 is as follows:


	Number of Instruments
Interest Rate Swaps	March 31, 2024		December 31, 2023
Notional amount		323,678		294,928
Number of instruments		16		15

Detail on the fair value of the Company's interest rate derivatives as of March 31, 2024 and December 31, 2023 is as follows:


(in thousands)	Fair Value
Interest rate swaps classified as:	March 31, 2024			December 31, 2023
Derivative assets	$	16,711			14,213
Derivative liabilities		(393	)		(1,335	)

These derivative financial instruments are all interest rate swaps, which are designated and qualify as cash flow hedges. The Company does not use derivatives for trading or speculative purposes and, as of March 31, 2024, does not have any derivatives that are not designated as hedges.

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

REGENCY CENTERS CORPORATION AND REGENCY CENTERS, L.P.

Notes to Unaudited Consolidated Financial Statements

March 31, 2024

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 March 31,						Three months ended March 31,							Three months ended March 31,
(in thousands)	2024		2023				2024			2023				2024		2023
Interest rate swaps	$	8,593		(2,736	)	Interest income	$	(2,367	)		(1,492	)	Interest expense, net	$	42,868		36,393

As of March 31, 2024, the Company expects approximately $6.4 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

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 March 31,
	2024			2023
Operating lease income
Fixed and in-substance fixed lease income	$	256,626			219,641
Variable lease income		92,290			80,780
Other lease related income, net:
Above/below market rent and tenant rent inducement amortization, net		5,823			5,865
Uncollectible straight-line rent (1)		(400	)		578
Uncollectible amounts billable in lease (loss) income		(1,233	)		1,937
Total lease income	$	353,106			308,801

(1)

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

REGENCY CENTERS CORPORATION AND REGENCY CENTERS, L.P.

Notes to Unaudited Consolidated Financial Statements

March 31, 2024

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


(in thousands)	March 31, 2024		December 31, 2023
Tenant receivables	$	27,357		34,814
Straight-line rent receivables		144,022		138,590
Notes receivable		30,634		2,109
Other receivables(1)		27,394		30,649
Total tenant and other receivables	$	229,407		206,162

(1)

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

During three months ended March 31, 2024 the Company issued a note receivable in the amount of $29.8 million at an interest rate of 6.9% maturing in January 2027, secured by a grocery-anchored shopping center.


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 those instruments listed below:


	March 31, 2024				December 31, 2023
(in thousands)	Carrying Amount		Fair Value		Carrying Amount		Fair Value
Financial assets:
Notes receivable(1)	$	30,634		30,634		2,109		2,109
Financial liabilities:
Notes payable, net	$	4,387,181		4,143,622		4,001,949		3,763,152
Unsecured credit facilities(1)	$	30,000		30,000		152,000		152,000

(1)

The carrying amounts approximated its fair values due to the variable nature of the terms or the timing of issuance.

The above fair values represent management's estimate of the amounts that would be received from selling those assets or that would be paid to transfer those liabilities in an orderly transaction between market participants as of March 31, 2024, and December 31, 2023, respectively. These fair value measurements maximize the use of observable inputs which are classified within Level 2 of the fair value hierarchy. However, in situations where there is little, if any, market activity for the asset or liability at the measurement date, the fair value measurement reflects the Company's own judgments about the assumptions that market participants would use in pricing the asset or liability.

The Company develops its judgments based on the best information available at the measurement date, including expected cash flows, appropriate risk-adjusted discount rates, and available observable and unobservable inputs. Service providers involved in fair value measurements are evaluated for competency and qualifications on an ongoing basis. As considerable judgment is often necessary to estimate the fair value of these financial instruments, the fair values presented above are not necessarily indicative of amounts that will be realized upon disposition of the financial instruments.

(b) Recurring Fair Value

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

Securities

The Company has investments in marketable securities that are included within Other assets on the accompanying Consolidated Balance Sheets. The fair value of the securities was determined using quoted prices in active markets, which are considered Level 1 inputs of the fair value hierarchy. Changes in the value of securities are recorded within Net investment income in the accompanying Consolidated Statements of Operations, and include unrealized gains of $2.4 million and $1.6 million during the three months ended March 31, 2024 and 2023, respectively.

REGENCY CENTERS CORPORATION AND REGENCY CENTERS, L.P.

Notes to Unaudited Consolidated Financial Statements

March 31, 2024

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.

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 March 31, 2024
				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	$	126,225			126,225		—			—
Available-for-sale debt securities		14,362			—		14,362			—
Interest rate derivatives		16,711			—		16,711			—
Total	$	157,298			126,225		31,073			—
Liabilities:
Interest rate derivatives	$	(393	)		—		(393	)		—


	Fair Value Measurements as of December 31, 2023
				Quoted Prices in Active Markets for Identical Assets		Significant Other Observable Inputs			Significant Unobservable Inputs
(in thousands)	Balance			(Level 1)		(Level 2)			(Level 3)
Assets:
Securities	$	37,039			37,039		—			—
Available-for-sale debt securities		14,953			—		14,953			—
Interest rate derivatives		14,213			—		14,213			—
Total	$	66,205			37,039		29,166			—
Liabilities:
Interest rate derivatives	$	(1,335	)		—		(1,335	)		—

REGENCY CENTERS CORPORATION AND REGENCY CENTERS, L.P.

Notes to Unaudited Consolidated Financial Statements

March 31, 2024


9.	Equity and Capital

Preferred Stock of the Parent Company

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


	Preferred Stock Outstanding as of March 31, 2024 and December 31, 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

Dividends Declared

On May 1, 2024, the Board:

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

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

Common Stock of the Parent Company

Dividends Declared

On May 1, 2024, the Board declared a common stock dividend of $0.67 per share, payable on July 3, 2024, to shareholders of record as of June 12, 2024. On May 2, 2023, our Board of Directors declared a common stock dividend of $0.65 per share, payable on July 6, 2023, to shareholders of record as of June 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 both the three months ended March 31, 2024, and 2023. As of March 31, 2024, $500 million of common stock remained available for issuance under this ATM equity program.

Stock Repurchase Program

The Board has authorized a common stock repurchase program under which the Company may purchase, from time to time, up to a maximum of $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 three months ended March 31, 2024, the Company made no repurchases. At March 31, 2024, $230.0 million remained available under this Repurchase Program.

During the three months ended March 31, 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.

REGENCY CENTERS CORPORATION AND REGENCY CENTERS, L.P.

Notes to Unaudited Consolidated Financial Statements

March 31, 2024

Preferred Units of the Operating Partnership

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

Common Units of the Operating Partnership

Common Units are issued, or redeemed and retired, for each share of the Parent Company stock issued or redeemed, or retired, as described above. During the three months ended March 31, 2024, 7,938 Partnership Units were converted to Parent Company common stock. No such conversions took place during the three months ended March 31, 2023.


10.	Stock-Based Compensation

During the three months ended March 31, 2024, the Company granted 322,159 shares of restricted stock with a weighted-average grant-date fair value of $60.31 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 March 31,
(in thousands, except per share data)	2024		2023
Numerator:
Net income attributable to common shareholders - basic	$	106,361		97,281
Net income attributable to common shareholders - diluted	$	106,361		97,281
Denominator:
Weighted average common shares outstanding for basic EPS		184,678		171,212
Weighted average common shares outstanding for diluted EPS (1)		184,770		171,494
Net income per common share – basic	$	0.58		0.57
Net income per common share – diluted	$	0.58		0.57

(1)

Includes the dilutive impact of unvested restricted stock.

The effect of the assumed conversion of the EOP units and certain other convertible units had an anti-dilutive effect upon the calculation of net income to the common shareholders per share. Accordingly, the impact of such assumed conversions has not been included in the determination of diluted net income per share calculations. Weighted average EOP units outstanding were 1,101,104 and 741,433 for the three months ended March 31, 2024 and 2023, respectively.

Operating Partnership Earnings per Unit

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


	Three months ended March 31,
(in thousands, except per unit data)	2024		2023
Numerator:
Net income attributable to common unit holders - basic	$	107,003		97,701
Net income attributable to common unit holders - diluted	$	107,003		97,701
Denominator:
Weighted average common units outstanding for basic EPU		185,779		171,953
Weighted average common units outstanding for diluted EPU (1)		185,872		172,235
Net income per common unit – basic	$	0.58		0.57
Net income per common unit – diluted	$	0.58		0.57

(1)

Includes the dilutive impact of unvested restricted stock.

REGENCY CENTERS CORPORATION AND REGENCY CENTERS, L.P.

Notes to Unaudited Consolidated Financial Statements

March 31, 2024

The effect of the assumed conversion of certain other convertible units had an anti-dilutive effect upon the calculation of net income to the common unit holders per share. Accordingly, the impact of such assumed conversions has not been included in the determination of diluted net income per unit calculations.


12.	Commitments and Contingencies

Litigation

The Company is a party to litigation and other disputes that arise in the ordinary course of business. While the outcome of any particular lawsuit or dispute cannot be predicted with certainty, in the opinion of management, the Company's currently pending litigation and disputes are not expected to have a material adverse effect on the Company's consolidated financial position, results of operations, or liquidity of the Company taken as a whole as of March 31, 2024.

Environmental

The Company is subject to numerous environmental laws and regulations. With respect to applicability to 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.

The Company had accrued liabilities of $15.9 million and $16.5 million for environmental remediation, which are included in Accounts payable, and other liabilities on the Company’s Consolidated Balance Sheets as of March 31, 2024 and December 31, 2023, respectively.

Letters of Credit

The Company has the right to issue letters of credit under the Line up to an aggregate amount not to exceed $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 $8.5 million in letters of credit outstanding as of both March 31, 2024 and December 31, 2023.

Previous: Cover and table of contents · Next: Item 2. Management's Discussion and Analysis of Financial Condition and Results of Operations