Item 2. Management's Discussion and Analysis of Financial Condition and Results of Operations

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Item 2. Management's Discussion and Analysis of Financial Condition and Results of Operations

Forward-Looking Statements

Certain statements in this document regarding anticipated financial, business, legal or other outcomes including business and market conditions, outlook and other similar statements relating to Regency's future events, developments, or financial or operational performance or results, are "forward-looking statements" made pursuant to the safe harbor provisions of the Private Securities Litigation Reform Act of 1995 and other federal securities laws. These forward-looking statements are identified by the use of words such as "may," "will," "could," "should," "would," "expect," "estimate," "believe," "intend," "forecast," "project," "plan," "anticipate," "guidance," and other similar language. However, the absence of these or similar words or expressions does not mean a statement is not forward-looking. While we believe these forward-looking statements are reasonable when made, forward-looking statements are not guarantees of future performance or events and undue reliance should not be placed on these statements. Although we believe the expectations reflected in any forward-looking statements are based on reasonable assumptions, we can give no assurance these expectations will be attained, and it is possible actual results may differ materially from those indicated by these forward-looking statements due to a variety of risks and uncertainties.

Our operations are subject to a number of risks and uncertainties including, but not limited to, risk factors described in our Securities and Exchange Commission ("SEC") filings, which include our Annual Report on Form 10-K for the year ended December 31, 2023 ("2023 Form 10-K") under Item 1A. "Risk Factors" and in Part II, Item 1A. "Risk Factors" in this Report. When considering an investment in our securities, you should carefully read and consider these risks, together with all other information in our most recent 2023 Form 10-K, subsequent Quarterly Reports on Form 10-Q, and our other filings with and submissions to the SEC. If any of the events described in the risk factors actually occur, our business, financial condition or operating results, as well as the market price of our securities, could be materially adversely affected. Forward-looking statements are only as of the date they are made, and Regency undertakes no duty to update its forward-looking statements, whether as a result of new information, future events or developments or otherwise, except as and to the extent required by law.

Non-GAAP Measures

In addition to the required Generally Accepted Accounting Principles ("GAAP") presentations, we use and report certain non-GAAP measures as we believe these measures improve the understanding of our operational results. We believe these non-GAAP measures provide useful information to our Board of Directors, management and investors regarding certain trends relating to our financial condition and results of operations. Our management uses these non-GAAP measures to compare our performance to that of prior periods for trend analyses, purposes of determining management incentive compensation and budgeting, forecasting and planning purposes. We continually evaluate the usefulness, relevance, limitations, and calculation of our reported non-GAAP measures to determine how best to provide relevant information to the public, and thus such reported measures could change.

We do not consider non-GAAP measures an alternative to financial measures determined in accordance with GAAP, rather they supplement GAAP measures by providing additional information we believe to be useful to our shareholders. The principal limitation of these non-GAAP measures is that they may exclude significant expense and income items that are required by GAAP to be recognized in our Consolidated Financial Statements. In addition, they reflect the exercise of management's judgment about which expense and income items are excluded or included in determining these non-GAAP measures. In order to compensate for these limitations, reconciliations of the non-GAAP measures we use to their most directly comparable GAAP measures are provided. Non-GAAP measures should not be relied upon in evaluating the financial condition, results of operations, or future prospects of the Company.

Defined Terms

The following terms, as defined, are commonly used by management and the investing public to understand and evaluate our operational results, and are included in this document:

Adjusted Funds From Operations ("AFFO") is an additional performance measure we use that reflects cash available to fund the Company’s business needs and distribution to shareholders. AFFO is calculated by adjusting Core Operating Earnings ("COE") for (i) capital expenditures necessary to maintain and lease our portfolio of properties, (ii) debt cost and derivative adjustments and (iii) stock-based compensation.

Core Operating Earnings is an additional performance measure we use because the computation of National Association of Real Estate Investment Trusts Funds from Operations ("Nareit FFO") includes certain non-comparable items that affect our period-over-period performance. Core Operating Earnings excludes from Nareit FFO: (i) transaction related income or expenses, (ii) gains or losses from the early extinguishment of debt, (iii) certain non-cash components of earnings derived from straight-line rents, above and below market rent amortization, and debt and derivative mark-to-market amortization, and (iv) other amounts as they occur. We provide reconciliations of both Net Income Attributable to Common Shareholders to Nareit FFO and Nareit FFO to Core Operating Earnings.

Development Completion is a Property in Development that is deemed complete upon the earlier of: (i) 90% of total estimated net development costs have been incurred and percent leased equals or exceeds 95%, or (ii) the property features at least two years of anchor operations. Once deemed complete, the property is termed a Retail Operating Property.

Nareit Funds from Operations ("Nareit FFO") is a commonly used measure of REIT performance, which Nareit defines as net income, computed in accordance with GAAP, excluding gains on sales and impairments of real estate, net of tax, plus depreciation and amortization, and after adjustments for unconsolidated partnerships and joint ventures. We compute Nareit FFO for all periods presented in accordance with Nareit's definition.

Companies use different depreciable lives and methods, and real estate values historically fluctuate with market conditions. Since Nareit FFO excludes depreciation and amortization and gains on sale and impairments of real estate, it provides a performance measure that, when compared year over year, reflects the impact on operations from trends in percent leased, rental rates, operating costs, acquisition and development activities, and financing costs. This provides a perspective of our financial performance not immediately apparent from net income determined in accordance with GAAP. Thus, Nareit FFO is a supplemental non-GAAP financial measure of our operating performance, which does not represent cash generated from operating activities in accordance with GAAP; and, therefore, should not be considered a substitute measure of cash flows from operations. We provide a reconciliation of Net Income Attributable to Common Shareholders to Nareit FFO.

Net Operating Income ("NOI") is the sum of base rent, percentage rent, recoveries from tenants, other lease income, and other property income, less operating and maintenance expenses, real estate taxes, ground rent, and uncollectible lease income. NOI excludes straight-line rental income and expense, above and below market rent and ground rent amortization, tenant lease inducement amortization, and other fees. We also provide disclosure of NOI excluding termination fees, which excludes both termination fee income and expenses.

A Non-Same Property is any property, during either calendar year period being compared, that was acquired, sold, a Property in Development, a Development Completion, or a property under, or being positioned for, significant redevelopment that distorts comparability between periods. Non-retail properties and corporate activities, including the captive insurance program, are part of Non-Same Property.

Pro-rata information includes 100% of our consolidated properties plus our economic share (based on our ownership interest) in our unconsolidated real estate investment partnerships.

We provide Pro-rata financial information because we believe it assists investors and analysts in estimating our economic interest in our consolidated and unconsolidated partnerships, when read in conjunction with our reported results under GAAP. We believe presenting our Pro-rata share of assets, liabilities, operating results, and other metrics, along with certain other non-GAAP measures, makes comparisons of our operating results to those of other REITs more meaningful. The Pro-rata information provided is not, nor is it intended to be, presented in accordance with GAAP. The Pro-rata supplemental details of assets and liabilities and supplemental details of operations reflect our proportionate economic ownership of the assets, liabilities, and operating results of the properties in our portfolio.

The Pro-rata information is prepared on a basis consistent with the comparable consolidated amounts and is intended to more accurately reflect our proportionate economic interest in the assets, liabilities, and operating results of properties in our portfolio. We do not control the unconsolidated real estate partnerships, and the Pro-rata presentations of the assets and liabilities, and revenues and expenses do not represent our legal claim to such items. The partners are entitled to profit or loss allocations and distributions of cash flows according to the operating agreements, which generally provide for such allocations according to their invested capital. Our share of invested capital establishes the ownership interests we use to prepare our Pro-rata share.

The presentation of Pro-rata information has limitations which include, but are not limited to, the following:

The amounts shown on the individual line items were derived by applying our overall economic ownership interest percentage determined when applying the equity method of accounting and do not necessarily represent our legal claim to the assets and liabilities, or the revenues and expenses; and

Other companies in our industry may calculate their Pro-rata interest differently, limiting the comparability of Pro-rata information.

Because of these limitations, the Pro-rata financial information should not be considered independently or as a substitute for our financial statements as reported under GAAP. We compensate for these limitations by relying primarily on our GAAP financial statements, using the Pro-rata information as a supplement.

Property In Development includes properties in various stages of ground-up development.

Property In Redevelopment includes Retail Operating Properties under redevelopment or being positioned for redevelopment. Unless otherwise indicated, a Property in Redevelopment is included in the Same Property pool.

Redevelopment Completion is a Property in Redevelopment that is deemed complete upon the earlier of: (i) 90% of total estimated project costs have been incurred and percent leased equals or exceeds 95% for the Company owned GLA related to the project, or (ii) the property features at least two years of anchor operations, if applicable.

Retail Operating Property is any retail property not termed a Property in Development. A retail property is any property where the majority of the income is generated from retail uses.

Same Property is a Retail Operating Property that was owned and operated for the entirety of both calendar year periods being compared. This term excludes Properties in Development, prior year Development Completions, and Non-Same Properties. Properties in Redevelopment are included unless otherwise indicated.

Overview of Our Strategy

Regency Centers Corporation began operations as a publicly-traded REIT in 1993. All of our operating, investing, and financing activities are performed through our Operating Partnership, Regency Centers, L.P. and its wholly-owned subsidiaries, and through our real estate partnerships. As of September 30, 2024, the Parent Company owned approximately 99.4% of the outstanding Common Units and 100% of the Preferred Units of the Operating Partnership.

We are a preeminent national owner, operator, and developer of neighborhood and community shopping centers predominantly located in suburban trade areas with compelling demographics. As of September 30, 2024, we had full or partial ownership interests in 483 retail properties. Our properties are high-quality neighborhood and community shopping centers primarily anchored by market leading grocers and principally located in suburban markets within the country's most desirable metro areas, and contain approximately 57.2 million square feet ("SF") of gross leasable area ("GLA"). Our mission is to create thriving environments for retailers and service providers to connect with surrounding neighborhoods and communities. Our vision is to elevate quality of life as an integral thread in the fabric of our communities. Our portfolio includes thriving properties merchandised with highly productive grocers, restaurants, service providers, and best-in-class retailers that connect with their neighborhoods, communities, and customers.

Our values:

We are our people: Our people are our greatest asset, and we believe that a talented team from diverse backgrounds and experiences makes us better.

We do what is right: We act with unwavering standards of honesty and integrity.

We connect with our communities: We promote philanthropic ideas and strive for the betterment of our neighborhoods by giving our time and financial support.

We are responsible: Our duty is to balance purpose and profit, being good stewards of capital and the environment for the benefit of all our stakeholders.

We strive for excellence: When we are passionate about what we do, it is reflected in our performance.

We are better together: When we listen to each other and our customers, we will succeed together.

Our goals are to:

Own and manage a portfolio of high-quality neighborhood and community shopping centers anchored primarily by market leading grocers and principally located in suburban trade areas in the most desirable metro areas in the United States. We believe that this strategy will result in highly desirable and attractive centers with best-in-class retailers. These centers should command higher rental and occupancy rates resulting in excellent prospects to grow NOI;

Create shareholder value by increasing earnings and dividends per share that generate total returns at or near the top of our shopping center peers;

Maintain an industry leading, disciplined development and redevelopment platform to create exceptional retail centers that deliver favorable returns;

Support our business activities with a conservative capital structure, including a strong balance sheet with sufficient liquidity to meet our capital needs together with a carefully constructed debt maturity profile;

Implement leading environmental, social, and governance ("ESG") practices through our Corporate Responsibility program to support and enhance our business goals and objectives; and

Engage and retain an exceptional and diverse team that is guided by our strong values, while fostering an environment of innovation and continuous improvement.

Executing on our Strategy

During the nine months ended September 30, 2024, we had Net income attributable to common shareholders of $303.7 million as compared to $273.1 million during the nine months ended September 30, 2023.

During the nine months ended September 30, 2024:

Our Pro-rata same property NOI, excluding termination fees, grew 2.9%, as compared to the nine months ended September 30, 2023, primarily attributable to improvements in base rent from increases in year over year occupancy rates, contractual rent steps in existing leases, and positive rent spreads on comparable new and renewal leases.

We executed 1,503 new and renewal leasing transactions representing 6.3 million Pro-rata SF with positive rent spreads of 9.0% during the nine months ended September 30, 2024, compared to 1,310 leasing transactions representing 4.8 million Pro-rata SF with positive rent spreads of 9.2% during the nine months ended September 30, 2023. Rent spreads are calculated on all executed leasing transactions for comparable Retail Operating Property spaces, including spaces vacant greater than 12 months.

At September 30, 2024, December 31, 2023, and September 30, 2023 our total property portfolio was 95.6%, 95.1%, and 94.6% leased, respectively. At September 30, 2024, December 31, 2023, and September 30, 2023 our same property portfolio was 96.1%, 95.7%, and 95.3% leased, respectively.

We continued our development and redevelopment of high quality shopping centers:

Estimated Pro-rata project costs of our current in process development and redevelopment projects totaled $618.3 million at September 30, 2024, compared to $468.1 million at December 31, 2023.

Development and redevelopment projects completed during 2024 represented $31.3 million of estimated net project costs, with an average stabilized yield of 7.6%.

We maintained liquidity and financial flexibility to cost effectively fund investment opportunities and debt maturities:

We received a credit rating upgrade to A3 with a stable outlook from Moody's Investors Service.

On January 8, 2024, we priced a public offering of $400 million of senior unsecured notes due in 2034, with a coupon of 5.25% . We used a portion of the net proceeds to reduce the outstanding balance on the Line and invested the remaining net proceeds in certificates of deposit and short-term U.S. Treasury mutual funds until required for general corporate purposes including the repayment of outstanding debt, as further described below.

On June 17, 2024, we repaid $250 million of maturing senior unsecured notes.

On August 12, 2024, we priced a public offering of $325 million of senior unsecured notes due in 2035, with a coupon of 5.1%. We used the net proceeds from this offering to reduce the outstanding balance on the Line.

We have $103.5 million of secured loans maturing during the next 12 months, including Regency's pro-rata share of maturities within our unconsolidated real estate partnerships, which we intend to refinance or pay-off as they mature.

At September 30, 2024, we had $1.46 billion available on the Line, which expires on March 23, 2028 unless we exercise the available options to extend the maturity for two additional six-month periods, in which case the term will be extended in accordance with any such option exercise.

Property Portfolio

The following table summarizes general information related to the consolidated properties in our portfolio:


(GLA in thousands)	September 30, 2024			December 31, 2023
Number of Properties	381			381
GLA		43,946			43,758
% Leased – Operating and Development		95.5	%		94.9	%
% Leased – Operating		95.8	%		95.4	%
Weighted average annual effective rent per square foot ("PSF"), net of tenant concessions.	$25.41			$24.67

The following table summarizes general information related to the unconsolidated properties owned in real estate investment partnerships in our portfolio:


(GLA in thousands)	September 30, 2024			December 31, 2023
Number of Properties	102			101
GLA		13,226			13,067
% Leased – Operating and Development		96.6	%		96.6	%
% Leased –Operating		96.6	%		96.6	%
Weighted average annual effective rent PSF, net of tenant concessions	$24.47			$24.04

The following table summarizes Pro-rata occupancy rates of our combined consolidated and unconsolidated shopping center portfolio:


	September 30, 2024			December 31, 2023
Percent Leased – All Properties		95.6	%		95.1	%
Anchor Space (spaces ≥ 10,000 SF)		97.7	%		96.7	%
Shop Space (spaces < 10,000 SF)		92.3	%		92.4	%

The following table summarizes leasing activity, including our Pro-rata share of activity within the portfolio of our real estate partnerships (totals as a weighted average PSF):


	Nine months ended September 30, 2024
	Leasing Transactions		SF (in thousands)		Base Rent PSF		Tenant Allowance and Landlord Work PSF		Leasing Commissions PSF
Anchor Space Leases
New		29		723	$	19.73	$	53.17	$	6.28
Renewal		104		2,871		18.03		0.34		0.10
Total Anchor Space Leases		133		3,594	$	18.37	$	10.97	$	1.34
Shop Space Leases
New		439		890	$	39.50	$	42.61	$	13.99
Renewal		931		1,819		37.57		2.34		0.61
Total Shop Space Leases		1,370		2,709	$	38.21	$	15.57	$	5.00
Total Leases		1,503		6,303	$	26.89	$	12.95	$	2.92


	Nine months ended September 30, 2023
	Leasing Transactions		SF (in thousands)		Base Rent PSF		Tenant Allowance and Landlord Work PSF		Leasing Commissions PSF
Anchor Space Leases
New		23		513	$	19.96	$	46.57	$	4.33
Renewal		79		2,090		16.90		0.45		0.10
Total Anchor Space Leases		102		2,603	$	17.50	$	9.54	$	0.93
Shop Space Leases
New		417		830	$	37.83	$	38.90	$	12.13
Renewal		791		1,386		37.37		1.49		0.64
Total Shop Space Leases		1,208		2,216	$	37.54	$	15.50	$	4.94
Total Leases		1,310		4,819	$	26.71	$	12.28	$	2.78

The weighted-average base rent PSF on signed Shop Space leases during 2024 was $38.21 PSF, which is higher than the weighted average annual base rent PSF of all Shop Space leases due to expire during the next 12 months of $35.64 PSF. New and renewal rent spreads, compared to prior rents on these same spaces leased, were positive at 9.0% for the nine months ended September 30, 2024, compared to 9.2% for the nine months ended September 30, 2023.

Significant Tenants

We seek to reduce our operating and leasing risks by avoiding dependence on any single tenant. Based on percentage of annualized base rent, the following table summarizes our most significant tenants, of which four of the top five are grocers:


	September 30, 2024
Tenant	Number of Stores		Percentage of Company- owned GLA (1)	Percentage of Annual Base Rent (1)
Publix		67	6.0%	2.9%
Albertsons Companies, Inc.(2)		53	4.4%	2.8%
TJX Companies, Inc.		74	3.6%	2.8%
Amazon/Whole Foods		39	2.7%	2.7%
Kroger Co.(2)		52	6.0%	2.6%

(1)

Includes Regency's Pro-rata share of unconsolidated properties and excludes those owned by anchors.

(2)

In October 2022, Kroger Co. and Albertsons Companies, Inc. announced a proposed merger, and in September 2023 an agreement for a separate transaction was announced to divest certain assets of each company to a third party, C&S Wholesale Grocers ("C&S"). The transaction with C&S, as later amended in April 2024, calls for the sale of 579 stores to C&S. Lawsuits have been filed by federal and state regulators to enjoin the merger on antitrust grounds. Regency has a combined 104 Kroger and Albertson's stores, and 11 of them are among the 579 locations proposed to be sold to C&S. These 11 locations comprise 0.9% of GLA and 0.5% of Annual Base Rent, including our Pro-rata share of our real estate partnerships . The expected outcome of the lawsuits to enjoin the transactions is uncertain at this time. Based on information currently available to the Company, we do not believe that these transactions (if they are consummated), or the termination of these transactions (if they are legally enjoined or otherwise fail to close), will have a material adverse effect on our results of operations or the financial condition of the Company.

Bankruptcies and Credit Concerns

Our management team devotes significant time to researching and monitoring consumer preferences and trends, customer shopping behaviors, changes in delivery methods, shifts to e-commerce, and changing demographics in order to anticipate the challenges and opportunities impacting our industry. We seek to mitigate these potential impacts through maintaining a high quality portfolio, diversifying our tenant mix, replacing less successful tenants with stronger operators, anchoring our centers with market leading grocers that drive customer traffic, and investing in suburban trade areas with compelling demographic populations benefiting from high levels of disposal income. The potential for a recession and the severity and duration of any economic downturn could negatively impact our existing tenants and their ability to continue to meet their lease obligations.

Although base rent is derived from long-term lease contracts, tenants that file for bankruptcy generally have the legal right to reject any or all of their leases and close related stores. Any unsecured claim we hold against a bankrupt tenant for unpaid rent might be paid only to the extent that funds are available and only in the same percentage as is paid to all other holders of unsecured claims. As a result, in a tenant bankruptcy situation it is likely that we would recover substantially less than the full value of any unsecured claims we hold. Additionally, we may incur significant expense to adjudicate our claim and significant downtime to re-lease the vacated space. In the event that a tenant with a significant number of leases in our shopping centers files for bankruptcy and rejects its leases, we could experience a significant reduction in our revenues. At September 30, 2024, tenants currently in bankruptcy and which continue to occupy space in our shopping centers represent an aggregate of 0.3% of our Pro-rata annual base rent.

Results from Operations

Comparison of the three months ended September 30, 2024 and 2023:

Revenues changed as summarized in the following table:


	Three months ended September 30,
(in thousands)	2024			2023			Change
Lease income
Base rent	$	246,531			227,347			19,184
Recoveries from tenants		84,795			76,973			7,822
Percentage rent		2,155			1,868			287
Uncollectible lease income		(342	)		(636	)		294
Other lease income		5,029			4,558			471
Straight-line rent		5,163			2,693			2,470
Above/below market rent amortization, net		5,726			8,118			(2,392	)
Total lease income	$	349,057			320,921			28,136
Other property income		4,444			2,638			1,806
Management, transaction, and other fees		6,765			7,079			(314	)
Total revenues	$	360,266			330,638			29,628

Total lease income increased by $28.1 million primarily due to the following:

$19.2 million increase from billable Base rent, mainly from the following:

$12.9 million increase from the acquisition of UBP;

$5.1 million net increase from same properties, including:

▪

$3.6 million net increase due to increases from occupancy, rent steps in existing leases, and positive rental spreads on new and renewal leases; and

▪

$1.5 million increase due to redevelopment projects becoming operational;

$2.1 million increase from acquisitions of operating properties; partially offset by

$1.4 million decrease from disposition of properties.

$7.8 million increase from contractual Recoveries from tenants, which represents the tenants' proportionate share of the operating, maintenance, insurance, and real estate tax expenses that we incur to operate our shopping centers. Recoveries from tenants increased, mainly from the following:

$5.5 million increase from the acquisition of UBP; and

$2.0 million increase from same properties primarily due to higher expense recovery rates in the current year.

$2.5 million increase in Straight-line rent mainly due to timing and degree of contractual rent steps..

$2.4 million decrease in Above and below market rent and tenant rent inducement amortization, net primarily due to:

$3.2 million decrease from same properties driven by an accelerated amortization from an early tenant move-out in 2023; partially offset by

$0.8 million increase from the acquisition of UBP and other operating properties.

Other property income of $1.8 million increased primarily due to an increase in business interruption proceeds received in 2024.

There were no significant changes in Management, transaction, and other fees.

Changes in our operating expenses are summarized in the following table:


	Three months ended September 30,
(in thousands)	2024		2023		Change
Depreciation and amortization	$	100,955		87,505		13,450
Property operating expense		60,477		59,227		1,250
Real estate taxes		45,729		40,171		5,558
General and administrative		25,073		20,903		4,170
Other operating expenses		3,654		3,533		121
Total operating expenses	$	235,888		211,339		24,549

Depreciation and amortization costs increased by $13.5 million, mainly due to the following:

$8.4 million increase from the acquisition of UBP;

$3.5 million increase from same properties mainly driven by redevelopment projects and early tenant move-outs; and

$1.2 million increase from acquisitions of operating properties.

There were no significant changes in Property operating expense.

Real estate taxes increased by $5.6 million, mainly due to:

$3.4 million increase from acquisition of UBP; and

$2.1 million net increase from same properties primarily due to increases in real estate tax assessments across the portfolio.

General and administrative costs increased by $4.2 million, mainly due to the following:

$2.5 million increase in compensation costs primarily driven by salary increases and performance-based incentive compensation;

$1.7 million increase due to changes in the value of participant obligations within the deferred compensation plan, attributable to changes in market values of those investments recognized in Net investment income.

There were no significant changes in Other operating expenses.

The following table presents the components of other expense, net:


	Three months ended September 30,
(in thousands)	2024			2023			Change
Interest expense, net
Interest on notes payable	$	46,365			39,000			7,365
Interest on unsecured credit facilities		3,640			1,574			2,066
Capitalized interest		(1,636	)		(1,492	)		(144	)
Hedge expense		245			109			136
Interest income		(1,592	)		(384	)		(1,208	)
Interest expense, net	$	47,022			38,807			8,215
Gain on sale of real estate, net of tax		(11,360	)		(184	)		(11,176	)
Net investment (income) loss		(1,372	)		1,020			(2,392	)
Total other expense	$	34,290			39,643			(5,353	)

Interest expense, net, increased by $8.2 million primarily due to the following:

$7.4 million increase in Interest on notes payable is primarily due to:

$2.2 million increase related to loans assumed with the UBP acquisition, and

$5.2 million increase due to a higher average outstanding balance coupled with incrementally higher weighted average contractual interest rates;

$2.1 million increase in Interest on unsecured credit facilities is primarily due to higher average outstanding balance coupled with incrementally higher weighted average contractual interest rates; partially offset by

$1.2 million increase in interest income is primarily due to maintaining higher levels of excess cash in short term investments.

During the three months ended September 30, 2024, we recognized gains on sale of $11.4 million mainly from the sale of one operating property.

Net investment income increased by $2.4 million primarily driven by $1.7 million increase in gains on investments held in the non-qualified deferred compensation plan, which has an offsetting expense in General and administrative expenses noted above, and $0.7 million increase in gains on other corporate investments.

There were no significant changes in Equity in income of investments in real estate partnerships.

The following represents the remaining components that comprise Net income attributable to common shareholders and unit holders:


	Three months ended September 30,
(in thousands)	2024			2023			Change
Net income	$	103,576			92,173			11,403
Income attributable to noncontrolling interests		(2,107	)		(1,453	)		(654	)
Net income attributable to the Company		101,469			90,720			10,749
Preferred stock dividends		(3,413	)		(1,644	)		(1,769	)
Net income attributable to common shareholders	$	98,056		$	89,076		$	8,980
Net income attributable to exchangeable operating partnership units		(593	)		(520	)		(73	)
Net income attributable to common unit holders	$	98,649			89,596			9,053

There were no significant changes in Income attributable to noncontrolling interests.

The $1.8 million increase in Preferred stock dividends is related to the preferred stock issued in connection with UBP acquisition. The current period includes a full quarter of dividends as compared to a partial (pro-rated) quarter included for the comparable period in 2023, as the UBP acquisition was completed mid-quarter on August 18, 2023.

Results from Operations

Comparison of the nine months ended September 30, 2024 and 2023:

Revenues changed as summarized in the following table:


	Nine months ended September 30,
(in thousands)	2024			2023		Change
Lease income
Base rent	$	736,142			654,254		81,888
Recoveries from tenants		254,623			222,947		31,676
Percentage rent		11,958			10,278		1,680
Uncollectible lease income		(3,433	)		958		(4,391	)
Other lease income		16,851			14,840		2,011
Straight-line rent		14,877			8,169		6,708
Above / below market rent amortization, net		18,990			22,734		(3,744	)
Total lease income	$	1,050,008			934,180		115,828
Other property income		11,464			8,459		3,005
Management, transaction, and other fees		19,896			20,223		(327	)
Total revenues	$	1,081,368			962,862		118,506

Total lease income increased by $115.8 million primarily due to the following:

$81.9 million increase from Base rent, mainly from the following:

$62.5 million increase from the acquisition of UBP;

$16.0 million net increase from same properties, including:

▪

$10.6 million net increase due to increases from occupancy, rent steps in existing leases, and positive rental spreads on new and renewal leases; and

▪

$5.4 million increase due to redevelopment projects that commenced operations; and

$5.0 million increase from acquisitions of operating properties;

$1.2 million increase from rent commencements at development properties; partially offset by

$2.9 million from dispositions of operating properties.

$31.7 million increase from contractual Recoveries from tenants, which represents the tenants' proportionate share of the operating, maintenance, insurance, and real estate tax expenses that we incur to operate our shopping centers. Recoveries from tenants increased, mainly from the following:

$23.4 million increase from the acquisition of UBP;

$7.3 million increase primarily due to higher operating costs in the current year coupled with higher expense recovery rates; and

$1.0 million net increase driven by the acquisition of operating properties.

$1.7 million increase in Percentage rent due to increases in tenant sales.

$4.4 million change in Uncollectible lease income primarily driven by elevated collections in 2023 of previously reserved amounts, reducing our adjustment in the comparative period.

$2.0 million increase in Other lease income primarily due to:

$4.6 million increase driven by acquisition of UBP; partially offset by

$2.6 million decrease mainly due to lease termination fee income recognized in the comparative period.

$6.7 million increase in Straight-line rent mainly due to:

$3.3 million increase from the acquisition of UBP;

$3.4 million due to timing and degree of contractual rent steps within same properties and development properties.

$3.7 million decrease in Above and below market rent and tenant rent inducement amortization, net primarily due to:

$6.6 million decrease from same properties mainly driven by accelerated amortization from an early tenant move-out in 2023; partially offset by

$2.9 million increase from the acquisition of UBP and other operating properties.

Other property income increased by $3.0 million primarily due to business interruption insurance proceeds received in 2024.

There were no significant changes in Management, transaction, and other fees.

Changes in our operating expenses are summarized in the following table:


	Nine months ended September 30,
(in thousands)	2024		2023		Change
Depreciation and amortization	$	299,508		253,373		46,135
Property operating expense		183,242		164,643		18,599
Real estate taxes		135,514		117,157		18,357
General and administrative		75,443		71,248		4,195
Other operating expenses		9,363		4,718		4,645
Total operating expenses	$	703,070		611,139		91,931

Depreciation and amortization costs increased by $46.1 million, mainly due to the following:

$39.0 million increase from the acquisition of UBP;

$4.6 million increase from acquisitions of operating properties and development properties becoming available for occupancy; and

$2.7 million increase from same properties mainly driven by timing of costs being placed in service within our redevelopment projects and early tenant move-outs.

Property operating expense increased by $18.6 million, mainly due to the following:

$17.9 million increase from the acquisition of UBP;

$1.2 million increase from same properties primarily attributable to increase in recoverable common area maintenance and tenant related costs; partially offset by

$0.5 million decrease from the sale of operating properties.

Real estate taxes increased by $18.4 million, mainly due to the following:

$14.8 million increase from acquisition of UBP;

$3.2 million net increase from same properties primarily due to increases in real estate tax assessments across the portfolio; and

$0.4 million increase primarily from acquisitions of operating properties.

General and administrative costs increased by $4.2 million mainly due to the following:

$1.5 million increase due to changes in the value of participant obligations within the deferred compensation plan, attributable to changes in the market values of those investments recognized in Net investment income;

$1.0 million increase in compensation costs primarily driven by salary increases and performance-based incentive compensation;

$1.7 million increase primarily attributable to higher costs in technology support services, employee training and professional fees.

Other operating expenses increased by $4.6 million, mainly due to the acquisition of UBP.

The following table presents the components of other expense, net:


	Nine months ended September 30,
(in thousands)	2024			2023			Change
Interest expense, net
Interest on notes payable	$	138,830			113,087			25,743
Interest on unsecured credit facilities		6,783			3,903			2,880
Capitalized interest		(4,813	)		(4,026	)		(787	)
Hedge expense		503			328			175
Interest income		(8,235	)		(1,136	)		(7,099	)
Interest expense, net	$	133,068			112,156			20,912
Gain on sale of real estate, net of tax		(33,844	)		(515	)		(33,329	)
Loss on early extinguishment of debt		180			—			180
Net investment income		(4,506	)		(2,449	)		(2,057	)
Total other expense, net	$	94,898			109,192			(14,294	)

Interest expense, net increased by $20.9 million primarily due to the following:

$25.7 million increase in Interest on notes payable is primarily due to:

$10.7 million increase related to the loans assumed with the UBP acquisition, and

$15.0 million increase due to a higher average outstanding balance, coupled with incrementally higher weighted average contractual interest rates;

$2.9 million increase in Interest on unsecured credit facilities is primarily due to a higher average outstanding balance coupled with incrementally higher weighted average contractual interest rates; partially offset by

$7.1 million increase in interest income is primarily due to maintaining higher levels of excess cash in short term investments.

During the nine months ended September 30, 2024, we recognized gains on sale of $33.8 million mainly from the sale of four operating properties and recognition of two sales type leases.

Net investment income increased by $2.1 million primarily driven by $1.6 million increase in gains on investments held in the non-qualified deferred compensation plan which have an offsetting expense in General and administrative costs noted above and $0.5 million increase in gains on other corporate investments.

There were no significant changes in Equity in income of investments in real estate partnerships.

The following represents the remaining components that comprise Net income attributable to common shareholders and unit holders:


	Nine months ended September 30,
(in thousands)	2024			2023			Change
Net income	$	321,163			278,833			42,330
Income attributable to noncontrolling interests		(7,252	)		(4,050	)		(3,202	)
Net income attributable to the Company		313,911			274,783			39,128
Preferred stock dividends		(10,239	)		(1,644	)		(8,595	)
Net income attributable to common shareholders	$	303,672		$	273,139		$	30,533
Net income attributable to exchangeable operating partnership units		(1,836	)		(1,490	)		(346	)
Net income attributable to common unit holders	$	305,508			274,629			30,879

Income attributable to noncontrolling interests increased $3.2 million, mainly due to the acquisition of UBP.

The $8.6 million increase in Preferred stock dividends is related to the preferred stock issued in connection with the UBP acquisition.

The current period reflects nine months of dividends, in contrast to one and a half months in the comparable period of 2023.

Supplemental Earnings Information

We use certain non-GAAP measures, in addition to certain performance metrics determined under GAAP, as we believe these measures improve the understanding of the operating results. We believe these non-GAAP measures provide useful information to our Board of Directors, management and investors regarding certain trends relating to our financial condition and results of operations. Our management uses these non-GAAP measures to compare our performance to that of prior periods for trend analyses, purposes of determining management incentive compensation and budgeting, forecasting and planning purposes. We provide Pro-rata financial information because we believe it assists investors and analysts in estimating our economic interest in our consolidated and unconsolidated real estate partnerships, when read in conjunction with our reported results under GAAP. We believe presenting our Pro-rata share of operating results, along with other non-GAAP measures, may assist in comparing our operating results to other REITs. We continually evaluate the usefulness, relevance, limitations, and calculation of our reported non-GAAP measures to determine how best to provide relevant information to the public, and thus such reported non-GAAP measures could change. See "Non-GAAP Measures" at the beginning of this Management's Discussion and Analysis.

Pro-rata Same Property NOI:

Pro-rata same property NOI, excluding termination fees/expenses, changed from the following major components:


	Three months ended September 30,									Nine months ended September 30,
(in thousands)	2024			2023			Change			2024			2023		Change
Base rent	$	244,170			238,142			6,028		$	728,514			709,809		18,705
Recoveries from tenants		83,090			81,096			1,994			250,468			242,647		7,821
Percentage rent		2,287			2,208			79			12,476			11,554		922
Termination fees		636			1,037			(401	)		3,199			6,441		(3,242	)
Uncollectible lease income		(487	)		(462	)		(25	)		(3,757	)		1,033		(4,790	)
Other lease income		3,415			3,292			123			9,949			9,092		857
Other property income		3,830			2,023			1,807			8,390			6,803		1,587
Total real estate revenue		336,941			327,336			9,605			1,009,239			987,379		21,860
Operating and maintenance		54,251			56,374			(2,123	)		166,137			164,489		1,648
Termination expense		—			—			—			5			—		5
Real estate taxes		43,565			41,263			2,302			129,494			125,890		3,604
Ground rent		3,537			3,700			(163	)		10,788			10,337		451
Total real estate operating expenses		101,353			101,337			16			306,424			300,716		5,708
Pro-rata same property NOI	$	235,588			225,999			9,589		$	702,815			686,663		16,152
Less: Termination fees		636			1,037			(401	)		3,194			6,441		(3,247	)
Pro-rata same property NOI, excluding termination fees	$	234,952			224,962			9,990		$	699,621			680,222		19,399
Pro-rata same property NOI growth, excluding termination fees								4.4	%							2.9	%

Total real estate revenue increased by $9.6 million and $21.9 million, on a net basis, during the three and nine months ended September 30, 2024 and 2023, respectively, as follows:

Base rent increased by $6.0 million and $18.7 million during the three and nine months ended September 30, 2024 and 2023, respectively, due to rent steps in existing leases, positive rental spreads on new and renewal leases, and increases in occupancy, as well as redevelopment projects completing and operating.

Recoveries from tenants increased by $2.0 million and $7.8 million during the three and nine months ended September 30, 2024 and 2023, respectively, due to increases in recoverable expenses and expense recovery rates.

Termination fees decreased by $3.2 million during the nine months ended September 30, 2024 due to higher termination fees recognized in 2023 due to early tenant move outs.

Uncollectible lease income adjustment increased by $4.8 million during the nine months ended September 30, 2024 and 2023, primarily driven by elevated collections in 2023 of previously reserved amounts, reducing our adjustment in the comparable period.

Total real estate operating expenses increased by $5.7 million, on a net basis, during the nine months ended September 30, 2024 and 2023, respectively, as follows:

Operating and maintenance increased by $1.6 million during nine months ended September 30, 2024 and 2023, primarily due to increases in common area maintenance and other tenant-recoverable costs.

Real estate taxes increased by $3.6 million during the nine months ended September 30, 2024 and 2023, respectively, due to an increase in real estate assessments across the portfolio.

Reconciliation of Pro-rata Same Property NOI to Net Income Attributable to Common Shareholders:

Our reconciliation of Net income attributable to common shareholders to Same Property NOI, on a Pro-rata basis, is as follows:


	Three months ended September 30,				Nine months ended September 30,
(in thousands)	2024		2023		2024		2023
Net income attributable to common shareholders	$	98,056		89,076	$	303,672		273,139
Less:
Management, transaction, and other fees		6,765		7,079		19,896		20,223
Other (1)		12,115		12,016		37,428		34,317
Plus:
Depreciation and amortization		100,955		87,505		299,508		253,373
General and administrative		25,073		20,903		75,443		71,248
Other operating expense		3,654		3,533		9,363		4,718
Other expense, net		34,290		39,643		94,898		109,192
Equity in income of investments in real estate excluded from NOI (2)		12,492		11,668		39,439		35,266
Net income attributable to noncontrolling interests		2,107		1,453		7,252		4,050
Preferred stock dividends and issuance costs		3,413		1,644		10,239		1,644
Pro-rata NOI	$	261,160		236,330	$	782,490		698,090
Less non-same property NOI		25,572		10,331		79,675		11,427
Pro-rata same property NOI	$	235,588		225,999	$	702,815		686,663

(1)

Includes straight-line rental income and expense, net of reserves, above and below market rent amortization, other fees, and noncontrolling interests.

(2)

Includes non-NOI income earned and expenses incurred at our unconsolidated real estate partnerships, including those separated out above for our consolidated properties.

Nareit FFO, Core Operating Earnings and AFFO:

Our reconciliation of net income attributable to common shareholders to Nareit FFO, to Core Operating Earnings, and to AFFO is as follows:


	Three months ended September 30,						Nine months ended September 30,
(in thousands, except share information)	2024			2023			2024			2023
Reconciliation of Net income attributable to common shareholders to Nareit FFO
Net income attributable to common shareholders	$	98,056			89,076		$	303,672			273,139
Adjustments to reconcile to Nareit FFO: (1)
Depreciation and amortization (excluding FF&E)		107,801			94,011			319,765			272,551
Gain on sale of real estate, net of tax		(11,365	)		(827	)		(33,853	)		(1,132	)
Exchangeable operating partnership units		593			520			1,836			1,490
Nareit FFO attributable to common stock and unit holders	$	195,085			182,780		$	591,420			546,048
Reconciliation of Nareit FFO to Core Operating Earnings
Nareit Funds From Operations	$	195,085			182,780		$	591,420			546,048
Adjustments to reconcile to Core Operating Earnings: (1)
Not Comparable Items
Merger transition costs		2,375			1,511			7,069			1,511
Loss on early extinguishment of debt		—			—			180			—
Certain Non Cash Items
Straight-line rent		(5,886	)		(3,142	)		(16,907	)		(7,315	)
Uncollectible straight-line rent		(134	)		92			1,899			(2,298	)
Above/below market rent amortization, net		(5,370	)		(7,919	)		(17,910	)		(22,138	)
Debt and derivative mark-to-market amortization		1,693			667			4,333			667
Core Operating Earnings	$	187,763			173,989		$	570,084			516,475
Reconciliation of Core Operating Earnings to AFFO:
Core Operating Earnings	$	187,763			173,989		$	570,084			516,475
Adjustments to reconcile to AFFO (1):
Operating capital expenditures		(36,430	)		(26,638	)		(91,168	)		(65,183	)
Debt cost and derivative adjustments		2,107			1,690			6,269			5,049
Stock-based compensation		4,776			4,199			14,078			13,123
AFFO	$	158,216			153,240		$	499,263			469,464

(1)

Includes Regency's Pro-rata share of unconsolidated investment partnerships, net of Pro-rata share attributable to noncontrolling interests.

Liquidity and Capital Resources

General

We use cash flows generated from operating, investing, and financing activities to strengthen our balance sheet, finance our development and redevelopment projects, fund our investment activities, and maintain financial flexibility. A significant portion of our cash from operations is distributed to our common shareholders in the form of dividends in order to maintain our status as a REIT.

Except for $200 million of private placement debt, our Parent Company has no capital commitments other than its guarantees of the commitments of our Operating Partnership. All remaining debt is held by our Operating Partnership, its subsidiaries, or by our real estate partnerships. The Operating Partnership is a co-issuer and a guarantor of the $200 million of outstanding debt of our Parent Company. The Parent Company will from time to time access the capital markets for the purpose of issuing new equity, and will simultaneously contribute all of the offering proceeds to the Operating Partnership in exchange for additional partnership units.

We continually assess our available liquidity and our expected cash requirements, including monitoring our tenant rent collections. We have access to and draw on multiple financing sources to fund our operations and our long-term capital needs, including the requirements of our in process and planned developments, redevelopments, other capital expenditures, and the repayment of debt. We expect to meet these needs by using a combination of the following: cash flow from operations after funding our common stock and preferred stock dividends, borrowings from our Line, proceeds from the sale of real estate, mortgage loan and unsecured bank financing, distributions received from our real estate partnerships, and when the capital markets are favorable, proceeds from the sale of equity securities or the issuance of new unsecured debt. We continually evaluate alternative financing options, and we believe we can obtain new financing on reasonable terms, although likely at higher interest rates than that of our debt currently outstanding, due to the current interest rate environment.

On January 8, 2024, we priced a public offering of $400 million of senior unsecured notes due in 2034 (the "January 2024 Notes") under our existing shelf registration statement filed with the SEC. The January 2024 Notes were issued at 99.617% of par value with a coupon of 5.25%, and will mature on January 15, 2034. Additionally, on August 12, 2024, we priced a public offering of $325 million of senior unsecured notes due in 2035 (the "August 2024 Notes") under our existing shelf registration statement filed with the SEC. The August 2024 Notes were issued at 99.813% of par value with a coupon of 5.10%, and will mature on January 15, 2035.

We redeemed $250 million of senior unsecured notes that matured in June 2024, and our next maturity of senior unsecured notes occurs in November 2025. We have $103.5 million of secured loan maturities during the next 12 months, including Regency's pro-rata share of maturities within our unconsolidated real estate partnerships, which we intend to refinance or pay off as they mature. Based upon our available cash balance, sources of capital, our current credit ratings, and the number of high quality, unencumbered properties we own, we believe our available capital resources are sufficient to meet our expected capital needs for the next year, although, in the longer term, we can provide no assurances.

In addition to our $110.0 million of unrestricted cash, we have the following additional sources of capital available:


(in thousands)	September 30, 2024
ATM program
Original offering amount	$	500,000
Available capacity	$	500,000
Line of credit
Total commitment amount	$	1,500,000
Available capacity (1)	$	1,459,885
Maturity (2)	March 23, 2028

(1)

Net of letters of credit issued against our Line.

(2)

The Company has the option to extend the maturity for two additional six-month periods.

The declaration of dividends is determined quarterly by, and in the discretion of, our Board of Directors ("Board"). We expect to continue paying an aggregate amount of distributions to our stock and unit holders, that at a minimum, meet the requirements to continue qualifying as a REIT for federal income tax purposes.

We have historically generated sufficient cash flow from operations to fund our dividend distributions. During the nine months ended September 30, 2024 and 2023, we generated cash flows from operating activities of $598.8 million and $547.7 million, respectively, and paid $381.5 million in dividends to our common and preferred stock and unit holders, and $334.3 million in dividends to our common stock and unit holders, in the same respective periods.

We currently have development and redevelopment projects in various stages of planning, design and construction, along with a pipeline of potential projects for future development or redevelopment. After funding our common and preferred stock dividend payments in October of 2024, we estimate that we will require capital during the next 12 months of approximately $460.7 million related to leasing commissions, tenant improvements, in-process developments and redevelopments, capital contributions to our real estate partnerships, and repaying maturing debt. These capital requirements are being impacted by inflation resulting in increased costs of construction materials, labor, and services from third-party contractors and suppliers. In response, we have implemented mitigation strategies such as entering into fixed cost construction contracts, pre-ordering materials, and other planning efforts. Further, continued challenges from permitting delays and labor shortages may extend the time to completion of these projects.

If we start new developments or redevelopments, commit to property acquisitions, repay debt prior to maturity, declare future dividends, or repurchase shares of our common stock, our cash requirements will increase. If we refinance maturing debt, our cash requirements will decrease.

We endeavor to maintain a high percentage of unencumbered assets. As of September 30, 2024, 88.1% of our wholly-owned real estate assets were unencumbered. Our low level of encumbered assets allows us to more readily access the secured and unsecured debt markets and to maintain borrowing capacity on the Line.

Our Line and unsecured debt require that we remain in compliance with various customary financial covenants, which are described in the Notes to Consolidated Financial Statements included in our 2023 Form 10-K. We were in compliance with these covenants at September 30, 2024, and expect to remain in compliance.

Summary of Cash Flow Activity

The following table summarizes net cash flows related to operating, investing, and financing activities of the Company:


	Nine months ended September 30,
(in thousands)	2024			2023			Change
Net cash provided by operating activities	$	598,813			547,685			51,128
Net cash used in investing activities		(209,071	)		(231,527	)		22,456
Net cash used in financing activities		(366,265	)		(303,864	)		(62,401	)
Net change in cash, cash equivalents, and restricted cash	$	23,477			12,294			11,183
Total cash, cash equivalents, and restricted cash	$	114,831			81,070			33,761

Net cash provided by operating activities:

Net cash provided by operating activities increased $51.1 million due to:

$49.6 million increase in cash from operations due to the acquisition of UBP, and timing of receipts and payments

$1.5 million increase in operating cash flow distributions from Investments in real estate partnerships.

Net cash used in investing activities:

Net cash used in investing activities changed by $22.5 million as follows:


	Nine months ended September 30,
(in thousands)	2024			2023			Change
Cash flows from investing activities:
Acquisition of operating real estate	$	(45,205	)		(2,033	)		(43,172	)
Acquisition of UBP, net of cash acquired		—			(80,488	)		80,488
Real estate development and capital improvements		(235,284	)		(158,982	)		(76,302	)
Proceeds from sale of real estate		103,626			10,338			93,288
Proceeds from property insurance casualty claims		5,257			—			5,257
Issuance of notes receivable		(32,651	)		(4,000	)		(28,651	)
Collection of notes receivable		3,052			—			3,052
Investments in real estate partnerships		(25,771	)		(9,118	)		(16,653	)
Return of capital from investments in real estate partnerships		12,859			3,644			9,215
Dividends on investment securities		296			571			(275	)
Acquisition of investment securities		(99,035	)		(5,206	)		(93,829	)
Proceeds from sale of investment securities		103,785			13,747			90,038
Net cash used in investing activities	$	(209,071	)		(231,527	)		22,456

Significant changes in investing activities include:

We paid $45.2 million in 2024 to purchase one operating property.

During 2023, we invested $80.5 million, net of $14.1 million in cash acquired, for the acquisition of UBP, including $39.3 million for UBP debt repaid at closing, and $55.3 million in direct transaction and other costs.

During 2024, we invested $76.3 million more on real estate development, redevelopment, and capital improvements, as further detailed in a table below.

We sold four operating properties in 2024 for proceeds of $103.6 million compared to three land parcels in 2023 for proceeds of $10.3 million.

We received additional property insurance claim proceeds of $5.3 million in 2024 primarily attributable to a single property that was impacted by a weather event in 2019.

During 2024, in connection with a secured lending transaction entered into by the Company, we 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. In addition, we issued $2.9 million short-term notes receivable to real estate partners in 2024, as compared to the issuance of a $4.0 million in 2023.

We collected $3.0 million in short-term note receivables from real estate partners in 2024.

Investments in real estate partnerships:

In 2024, we invested $25.8 million to fund our share of development and redevelopment activities, including investing in two new ground up development projects.

In 2023, we invested $9.1 million, including $2.8 million to fund our share of acquiring one operating property within an existing real estate partnership, and $6.3 million to fund our share of development and redevelopment activities.

Return of capital from our unconsolidated investments in real estate partnerships includes sales or financing proceeds.

During the nine months ended September 30, 2024 we received $12.9 million from our share of proceeds from debt financing activities and for the partial sale of ownership interest in a real estate partnership.

During the same period in 2023, we received $3.6 million from our share of proceeds from debt financing activities.

Acquisition of securities and proceeds from sale of securities pertain to investment activities held in our captive insurance company and our deferred compensation plan. Additionally, we invested approximately $90 million in commercial deposits from the proceeds received from the January 2024 public offering of senior unsecured notes. The commercial deposits were subsequently settled at maturity during the second quarter of 2024.

We plan to continue developing and redeveloping shopping centers for long-term investment. During the nine months ended September 30, 2024, we deployed capital of $235.3 million for the development, redevelopment, and improvement of our real estate properties, comprised of the following:


	Nine months ended September 30,
(in thousands)	2024		2023		Change
Capital expenditures:
Land acquisitions	$	13,882		2,580		11,302
Building and tenant improvements		76,002		58,549		17,453
Redevelopment costs		85,287		57,384		27,903
Development costs		45,370		30,613		14,757
Capitalized interest		4,709		3,931		778
Capitalized direct compensation		10,034		5,925		4,109
Real estate development and capital improvements	$	235,284		158,982		76,302

We acquired three land parcels for development, and two outparcels in 2024, compared to one land parcel for development in 2023.

Building and tenant improvements increased $17.5 million in 2024, primarily related to the timing and volume of capital projects.

Redevelopment costs are higher than prior year. We intend to continuously improve our portfolio of shopping centers through redevelopment which can include adjacent land acquisition, existing building expansion, facade renovation, new out-parcel building construction, and redevelopment related tenant improvement costs. The size and magnitude of each redevelopment project varies with each redevelopment plan. The timing and duration of these projects could also result in volatility in NOI. See the tables below for more details about our redevelopment projects.

Development costs are higher in 2024 due to the progress towards completion of our development projects in process. See the tables below for more details about our development projects.

Interest is capitalized on our development and redevelopment projects and is based on cumulative actual costs expended. We cease interest capitalization when the property is no longer being developed or is available for occupancy upon substantial completion of tenant improvements, but in no event would we capitalize interest on the project beyond 12 months after the anchor tenant opens for business. If we reduce our development and redevelopment activity, the amount of interest that we capitalize may be lower than historical averages.

We have a staff of employees who directly support our development program, which includes redevelopment of our existing properties. Internal compensation costs directly attributable to these activities are capitalized as part of each project.

The following table summarizes our development projects in-process and completed:


(in thousands, except cost PSF)					September 30, 2024
Property Name	Market	Ownership (3)	Start Date	Estimated Stabilization Year (1)	Estimated / Actual Net Development Costs (2) (3)		GLA (3)		Cost PSF of GLA (2) (3)		% of Costs Incurred

Developments In-Process
Baybrook East - Phase 1B	Houston, TX	50%	Q2-2022	2026		9,792		77		127		87	%
Sienna Grande - Phase 1	Houston, TX	75%	Q2-2023	2027		9,409		23		409		69	%
The Shops at SunVet	Long Island, NY	100%	Q2-2023	2027		91,159		170		536		52	%
The Shops at Stone Bridge	Cheshire, CT	100%	Q1-2024	2027		68,277		155		440		26	%
Jordan Ranch Market	Houston, TX	50%	Q3-2024	2027		23,006		81		284		21	%
Oakley Shops at Laurel Fields	Bay Area, CA	100%	Q3-2024	2027		34,984		78		449		12	%
Total Developments In-Process					$	236,627		584		405		38	%

Developments Completed
Glenwood Green	Metro NYC	70%	Q1-2022	2025		45,382		249		182
Total Developments Completed					$	45,382		249		182

(1)

Estimated Stabilization Year represents the estimated first full calendar year that the project will reach our expected stabilized yield.

(2)

Includes leasing costs and is net of tenant reimbursements.

(3)

Estimated Net Development Costs and GLA are reported based on Regency’s ownership interest in the real estate partnership at completion.

The following table summarizes our redevelopment projects in process and completed:


(in thousands, except cost PSF)					September 30, 2024
Property Name	Market	Ownership (3)	Start Date	Estimated Stabilization Year (1)	Estimated Net Project Costs (2) (3)		% of Costs Incurred

Redevelopments In-Process
The Abbot	Boston, MA	100%	Q2-2019	2026	$	59,854		94	%
Westbard Square Phase I	Bethesda, MD	100%	Q2-2021	2025		39,500		81	%
Buckhead Landing	Atlanta, GA	100%	Q2-2022	2025		30,859		84	%
Bloom on Third	Los Angeles, CA	35%	Q4-2022	2027		24,525		46	%
Mandarin Landing	Jacksonville, FL	100%	Q2-2023	2025		16,422		55	%
Serramonte Center - Phase 3	San Francisco, CA	100%	Q2-2023	2025		36,989		17	%
Circle Marina Center	Los Angeles, CA	100%	Q3-2023	2025		14,986		60	%
Avenida Biscayne	Miami, FL	100%	Q4-2023	2026		22,743		23	%
Cambridge Square	Atlanta, GA	100%	Q4-2023	2026		15,002		24	%
Anastasia Plaza	St. Augustine, FL	100%	Q3-2024	2026		15,607		3	%
East Meadow Plaza - Phase 1	Long Island, NY	100%	Q3-2024	2026		11,736		17	%
Various Redevelopments	Various	83% - 100%	Various	Various		93,487		26	%
Total Redevelopments In-Process					$	381,710		52	%

Redevelopments Completed
Various Properties	Various	100%	Various	Various		31,261		95	%
Total Redevelopments Completed					$	31,261		95	%

(1)

Estimated Stabilization Year represents the estimated first full calendar year that the project will reach our expected stabilized yield.

(2)

Includes leasing costs and is net of tenant reimbursements.

(3)

Estimated Net Development Costs and GLA are reported based on Regency’s ownership interest in the real estate partnership at completion.

Net cash used in financing activities:

Net cash flows from financing activities changed by $62.4 million during 2024, as follows:


	Nine months ended September 30,
(in thousands)	2024			2023			Change
Cash flows from financing activities:
Net proceeds from common stock issuances	$	—			4			(4	)
Repurchase of common shares in conjunction with equity award plans		(8,776	)		(7,653	)		(1,123	)
Common shares repurchased through share repurchase program		(200,066	)		(20,006	)		(180,060	)
Contributions from non-controlling interests		6,533			3,167			3,366
Distributions to and redemptions of non-controlling interests		(9,435	)		—			(9,435	)
Dividend payments and operating partnership distributions		(381,453	)		(334,293	)		(47,160	)
(Repayment of) Proceeds from unsecured credit facilities, net		(122,000	)		77,000			(199,000	)
Proceeds from issuance of fixed rate unsecured notes, net of debt discount		734,860			46,500			688,360
Debt repayment		(369,578	)		(68,234	)		(301,344	)
Payment of loan costs		(16,560	)		(411	)		(16,149	)
Proceeds from sale of treasury stock		210			62			148
Net cash used in financing activities	$	(366,265	)		(303,864	)		(62,401	)

Significant financing activities during the nine months ended September 30, 2024 and 2023, include the following:

We repurchased a portion of the common stock granted to employees for stock based compensation to satisfy employee tax withholding requirements, which totaled $8.8 million and $7.7 million during 2024 and 2023, respectively.

During 2024, we paid $200.0 million to repurchase 3,306,709 shares of our common stock under our Repurchase Program, as compared to $20.0 million to repurchase 349,519 shares of our common stock during 2023.

During 2024, we received $6.5 million in contributions for the limited partners' share of development funding. During 2023, received $3.2 million net from limited partners, including $8.3 million of contributions from limited partners for their share of debt repayments and development funding, partially offset by $5.1 million in distributions to limited partners.

During 2024, we distributed $9.4 million to limited partners, including proceeds to partially redeem a non-controlling interest in one real estate partnership.

We paid $47.2 million more in dividends as a result of an increase in our dividend rate per share and the number of shares of our common stock outstanding, as well as preferred dividends which commenced in late 2023 as a result of the UBP acquisition.

We had the following debt related activity during 2024:

We repaid $122.0 million in net proceeds from our Line,

We received $734.9 million in proceeds from issuing unsecured public debt,

We paid $369.6 million for debt repayments, including:

▪

$250.0 million in unsecured public debt repayments,

▪

$110.9 million for repaying three mortgage loans at maturity, and

▪

$8.7 million in principal mortgage payments.

We paid $16.6 million in loan costs relating to the recast of the Line as well as the unsecured public debt offering.

We had the following debt related activity during 2023:

We received $46.5 million in proceeds from a mortgage refinancing,

We paid $68.2 million for debt repayments, including:

▪

$7.9 million in principal mortgage payments, and

▪

$60.3 million for a combination of repaying or refinancing five mortgage loans at maturity.

Investments in Real Estate Partnerships

The following table is a summary of the unconsolidated combined assets and liabilities of our real estate partnerships and our Pro-rata share:


	Combined				Regency's Share (1)
(dollars in thousands)	September 30, 2024		December 31, 2023		September 30, 2024			December 31, 2023
Number of real estate partnerships		19		18
Regency's ownership	12% - 83%		12% - 67%
Number of properties		102		101
Assets	$	2,772,964		2,689,993	$	1,044,870			984,027
Liabilities		1,669,155		1,595,271		611,583			565,822
Equity		1,103,809		1,094,722		433,287			418,205
Basis difference						(45,874	)		(47,600	)
Investments in real estate partnerships					$	387,413			370,605

(1)

Pro-rata financial information is not, and is not intended to be, a presentation in accordance with GAAP. However, management believes that providing such information is useful to investors in assessing the impact of its investments in real estate partnership activities on our operations, which includes such items on a single line presentation under the equity method in our Consolidated Financial Statements.

Our equity method investments in real estate partnerships consist of the following:


(in thousands)	Regency's Ownership	September 30, 2024		December 31, 2023
GRI - Regency, LLC (GRIR)	40%	$	137,536		144,371
Columbia Regency Partners II, LLC (Columbia II) (1)	20%		49,388		50,039
Columbia Village District, LLC	30%		6,361		6,123
Individual Investors
Ballard Blocks	50%		60,424		62,140
Bloom on Third	35%		44,174		42,074
Others	12% - 83%		89,530		65,858
Total Investment in real estate partnerships		$	387,413	$	370,605

(1)

Effective September 1, 2024, Columbia Regency Retail Partners, LLC (Columbia I) merged with and into Columbia II with Columbia II being the surviving entity in the merger.

Notes Payable - Investments in Real Estate Partnerships

Scheduled principal repayments on notes payable held by our investments in real estate partnerships were as follows:


(in thousands)	September 30, 2024
Scheduled Principal Payments and Maturities by Year:	Scheduled Principal Payments		Mortgage Loan Maturities			Unsecured Maturities		Total			Regency’s Pro-Rata Share
2024 (1)	$	1,055		7,008			—		8,063			3,818
2025		6,727		147,512			—		154,239			49,031
2026		7,393		263,220			42,800		313,413			105,320
2027		7,576		32,800			—		40,376			13,669
2028		4,267		246,605			—		250,872			92,027
Beyond 5 Years		6,688		797,323			—		804,011			311,328
Net unamortized loan costs, debt premium / (discount)		—		(9,137	)		—		(9,137	)		(3,372	)
Total	$	33,706		1,485,331			42,800		1,561,837			571,821

(1)

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

At September 30, 2024, our investments in real estate partnerships had notes payable of $1.6 billion maturing through 2034, of which 93.4% had a weighted average fixed interest rate of 3.9%. The remaining notes payable float with SOFR and had a weighted average variable interest rate of 7.3%, based on rates as of September 30, 2024. These fixed and variable rate notes payable are all non-recourse, and our Pro-rata share was $571.8 million as of September 30, 2024. As notes payable mature, they are expected to be repaid from proceeds from new borrowings and/or partner capital contributions. Refinancing debt at maturity in the current interest rate environment could result in higher interest expense in future periods if rates remain elevated.

We believe that our partners are financially sound and have sufficient capital or access thereto to fund future capital requirements. In the event that a real estate investment partner is unable to fund its share of the capital requirements of the real estate partnership, we would have the right, but not the obligation, to loan the defaulting partner the amount of its capital call which would be secured by the partner's membership interest.

Management fee income

In addition to earning our Pro-rata share of net income or loss in each of these real estate partnerships, we earned fees as shown below:


	Three months ended September 30,				Nine months ended September 30,
(in thousands)	2024		2023		2024		2023
Asset management, property management, leasing, and other transaction fees	$	6,765		6,322	$	19,896		19,465

Critical Accounting Estimates

There have been no material changes in our Critical Accounting Estimates from the information provided in the "Critical Accounting Estimates" section of "Item 7. Management's Discussion and Analysis of Financial Condition and Results of Operations" in our Form 10-K.

Item 3. Quantitative and Qualitative Disclosures about Market Risk

We are exposed to two significant components of interest rate risk:

Under the Line, we have a variable interest rate that, as of September 30, 2024, was based upon an annual rate of SOFR plus a 0.10% market adjustment ("Adjusted SOFR") plus an applicable margin of 0.715%. SOFR rates charged on our Line change monthly, and the applicable margin on the Line is dependent upon the Company's maintenance of specific credit ratings and leverage parameters.

We are also exposed to the impact of interest rate changes on future earnings and cash flows. To mitigate that risk, we generally borrow with fixed rate debt and we may use derivative instruments to fix the interest rate on our variable rate debt.

The table below presents the principal cash flows, weighted average interest rates of remaining debt, and the fair value of total debt as of September 30, 2024. For variable rate mortgages and unsecured credit facilities for which we have interest rate swaps in place to fix the interest rate, they are included in the Fixed rate debt section below at their all-in fixed rate. The table is presented by year of expected maturity to evaluate the expected cash flows and sensitivity to interest rate changes. Although the average interest rate for variable rate debt is included in the table, those rates represent rates that existed as of September 30, 2024, and are subject to change. In addition, we continually assess the market risk for floating rate debt and believe that an increase of 100 basis points in interest rates would decrease future earnings and cash flows by approximately $0.3 million per year based on $33.8 million of floating rate mortgage debt and floating rate line of credit balances outstanding at September 30, 2024.

Further, the table below incorporates only those exposures that exist as of September 30, 2024, and does not consider exposures or positions that could arise after that date or obligations repaid before maturity. Since firm commitments are not presented, the table has limited predictive value. As a result, our ultimate realized gain or loss with respect to interest rate fluctuations will depend on the exposures that arise during the period, our hedging strategies at that time, and actual interest rates.

The table below presents the principal cash flow payments associated with our outstanding debt by year, weighted average interest rates on debt outstanding at each year-end, and fair value of total debt as of September 30, 2024.


(dollars in thousands)	2024			2025			2026			2027			2028			Thereafter			Total		Fair Value
Fixed rate debt (1)	$	32,775			308,465			357,769			754,572			341,882			2,601,042			4,396,505		4,263,804
Average interest rate for all fixed rate debt (2)		4.09	%		4.11	%		4.13	%		4.24	%		4.23	%		4.47	%
Variable rate SOFR debt (1)	$	—			3,750			—			—			30,000			—			33,750		33,750
Average interest rate for all variable rate debt (2)		5.88	%		5.78	%		5.78	%		5.78	%		5.78	%

(1)

Reflects amount of debt maturities during each of the years presented as of September 30, 2024.

(2)

Reflects weighted average interest rates of debt outstanding at the end of each year presented. For variable rate debt, the rate as of September 30, 2024, was used to determine the average interest rate for all future periods.

Item 4. Controls and Procedures

Controls and Procedures (Regency Centers Corporation)

Under the supervision and with the participation of the Parent Company's management, including its chief executive officer and chief financial officer, the Parent Company conducted an evaluation of its disclosure controls and procedures, as such term is defined under Rule 13a-15(e) and 15d-15(e) promulgated under the Securities Exchange Act of 1934, as amended (the "Exchange Act"). Based on this evaluation, the Parent Company's chief executive officer and chief financial officer concluded that its disclosure controls and procedures were effective as of the end of the periods covered by this quarterly report on Form 10-Q to ensure information required to be disclosed in the reports filed or submitted under the Exchange Act is recorded, processed, summarized and reported, within the time period specified in the SEC's rules and forms. These disclosure controls and procedures include controls and procedures designed to ensure that information required to be disclosed by the Parent Company in the reports it files or submits is accumulated and communicated to management, including its chief executive officer and chief financial officer, as appropriate, to allow timely decisions regarding required disclosure.

There have been no changes in the Parent Company's internal controls over financial reporting identified in connection with this evaluation that occurred during the quarter ended September 30, 2024 which have materially affected, or are reasonably likely to materially affect, our internal controls over financial reporting.

Controls and Procedures (Regency Centers, L.P.)

Under the supervision and with the participation of the Operating Partnership's management, including the chief executive officer and chief financial officer of its general partner, the Operating Partnership conducted an evaluation of its disclosure controls and procedures, as such term is defined under Rule 13a-15(e) and 15d-15(e) promulgated under the Exchange Act. Based on this evaluation, the chief executive officer and chief financial officer of its general partner concluded that its disclosure controls and procedures were effective as of the end of the periods covered by this quarterly report on Form 10-Q to ensure information required to be disclosed in the reports filed or submitted under the Exchange Act is recorded, processed, summarized and reported, within the time period specified in the SEC's rules and forms. These disclosure controls and procedures include controls and procedures designed to ensure that information required to be disclosed by the Operating Partnership in the reports it files or submits is accumulated and communicated to management, including the chief executive officer and chief financial officer of its general partner, as appropriate, to allow timely decisions regarding required disclosure.

There have been no changes in the Operating Partnership's internal controls over financial reporting identified in connection with this evaluation that occurred during the quarter ended September 30, 2024 which have materially affected, or are reasonably likely to materially affect, our internal controls over financial reporting.

PART II - OTHER INFORMATION

Item 1. Legal Proceedings

See Note 12 — Commitments and Contingencies in the Notes for discussion regarding material legal proceedings and contingencies. Except as set forth in such discussion, there have been no material developments in legal proceedings as reported in Item 3. "Legal Proceedings" of our 2023 Form 10-K.

Item 1A. Risk Factors

There have been no material changes from the risk factors disclosed in Item 1A. of Part I of our Annual Report on Form 10-K for the year ended December 31, 2023 ("2023 Annual Report").

Item 2. Unregistered Sales of Equity Securities and Use of Proceeds

There were no unregistered sales of equity securities during the three months ended September 30, 2024.

The following table represents information with respect to purchases by the Parent Company of its common stock, by month, during the three months ended September 30, 2024:


Period	Total number of shares purchased			Average price paid per share		Total number of shares purchased as part of publicly announced plans or programs (2)		Maximum number or approximate dollar value of shares that may yet be purchased under the plans or programs (in thousands) (2)
July 1 through July 31, 2024		—	(1)	$	—		—	$	250,000
August 1 through August 31, 2024		—		$	—		—	$	250,000
September 1 through September 30, 2024		678		$	72.39		—	$	250,000

(1)

Represents shares repurchased to cover payment of withholding taxes in connection with restricted stock vesting by participants under Regency’s Long-Term Omnibus Plan.

(2)

Our Board has authorized a common stock repurchase program under which we may purchase up to a maximum of $250 million of our outstanding common stock through open market purchases, and/or in privately negotiated transactions. The timing and price of stock repurchases will be dependent upon market conditions and other factors. Any stock repurchased, if not retired, will be treated as treasury stock. This program was to expire on February 7, 2025, unless modified, extended or earlier terminated by the Board in its discretion.

On July 31, 2024, the Board authorized and approved a new common stock repurchase program that replaces and supercedes, in all respects, the current program noted above. Under the new program we may repurchase up to $250 million in shares of our outstanding common stock. We intend for repurchases, if any, to be through open market transactions in accordance with applicable federal securities laws, including Rule 10b-18 of the Exchange Act. The new program expires on June 30, 2026, unless modified, extended or earlier terminated by the Board at its discretion.

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