UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, DC 20549

FORM 10-Q

☒ QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934

For the quarterly period ended ~~June 30,~~March 31, ~~2022~~2023

☐ TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934

For the transition period from to

Commission File Number 1-12298 (Regency Centers Corporation)

Commission File Number 0-24763 (Regency Centers, L.P.)

REGENCY CENTERS CORPORATION

REGENCY CENTERS, L.P.

(Exact name of registrant as specified in its charter)




florida (REGENCY CENTERS CORPORATION)		59-3191743
Delaware (REGENCY CENTERS, L.P)		59-3429602
(State or other jurisdiction of incorporation or organization)		(I.R.S. Employer Identification No.)

One Independent Drive, Suite 114 Jacksonville, Florida 32202		(904) 598-7000
(Address of principal executive offices) (zip code)		(Registrant's telephone number, including area code)

Securities registered pursuant to Section 12(b) of the Act:

Regency Centers Corporation




Title of each class	Trading Symbol	Name of each exchange on which registered
Common Stock, $.01 par value	REG	The Nasdaq Stock Market LLC

Regency Centers, L.P.




Title of each class	Trading Symbol	Name of each exchange on which registered
None	N/A	N/A

Indicate by check mark whether the registrant (1) has filed all reports required to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during the preceding 12 months (or for such shorter period that the registrant was required to file such reports), and (2) has been subject to such filing requirements for the past 90 days.

Regency Centers Corporation Yes ☒ No ☐ Regency Centers, L.P. Yes ☒ No ☐

Indicate by check mark whether the registrant has submitted electronically every Interactive Data File required to be submitted pursuant to Rule 405 of Regulation S-T during the preceding 12 months (or for such shorter period that the registrant was required to submit such files).

Regency Centers Corporation Yes ☒ No ☐ Regency Centers, L.P. Yes ☒ No ☐

Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, a smaller reporting company, or an emerging growth company. See the definitions of ~~“large~~"large accelerated filer,~~” “accelerated~~" "accelerated filer,~~” “smaller~~" "smaller reporting company,”" and ~~“emerging~~"emerging growth ~~company”~~company" in Rule 12b-2 of the Exchange Act. (Check one):

Regency Centers Corporation:


Large accelerated filer	☒	Accelerated filer	☐	Emerging growth company	☐
Non-accelerated filer	☐	Smaller reporting company	☐

Regency Centers, L.P.:


Large accelerated filer	☐	Accelerated filer	☐	Emerging growth company	☐
Non-accelerated filer	☒	Smaller reporting company	☐

If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act.

Regency Centers Corporation Yes ☐ No ☐ Regency Centers, L.P. Yes ☐ No ☐

Indicate by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of the Exchange Act).

Regency Centers Corporation Yes ☐ No ☒ Regency Centers, L.P. Yes ☐ No ☒

The number of shares outstanding of Regency Centers ~~Corporation’s~~Corporation's common stock was ~~171,116,018~~170,978,967 as of ~~August 4, 2022.~~May 3, 2023.

EXPLANATORY NOTE

This ~~report~~Quarterly Report on Form 10-Q (this "Report") combines the quarterly reports on Form 10-Q for the quarter ended ~~June 30, 2022,~~March 31, 2023, of Regency Centers Corporation and Regency Centers, L.P. Unless stated otherwise or the context otherwise requires, references to "Regency Centers Corporation" or the "Parent Company" mean Regency Centers Corporation and its controlled ~~subsidiaries;~~subsidiaries and references to "Regency Centers, L.P." or the "Operating Partnership" mean Regency Centers, L.P. and its controlled subsidiaries. The ~~term~~terms "the ~~Company",~~Company," "Regency ~~Centers" or "Regency" means~~Centers," "Regency," "we," "our," and "us" as used in this Report mean the Parent Company and the Operating Partnership, collectively.

The Parent Company is a ~~real estate investment trust~~Real Estate Investment Trust ("REIT") and the general partner of the Operating Partnership. The Operating Partnership's capital includes general and limited common Partnership Units ("Units"). As of ~~June 30, 2022,~~March 31, 2023, the Parent Company owned approximately 99.6% of the Units in the Operating Partnership. The remaining limited Units are owned by third party investors. As the sole general partner of the Operating Partnership, the Parent Company has exclusive control of the Operating ~~Partnership’s~~Partnership's day-to-day management.

The Company believes combining the quarterly reports on Form 10-Q of the Parent Company and the Operating Partnership into this single report provides the following benefits:

•

Enhances investors' understanding of the Parent Company and the Operating Partnership by enabling investors to view the business as a whole in the same manner as management views and operates the business;

•

Eliminates duplicative disclosure and provides a more streamlined and readable presentation; and

•

Creates time and cost efficiencies through the preparation of one combined report instead of two separate reports.

Management operates the Parent Company and the Operating Partnership as one business. The management of the Parent Company consists of the same individuals as the management of the Operating Partnership. These individuals are officers of the Parent Company and employees of the Operating Partnership.

The Company believes it is important to understand the key differences between the Parent Company and the Operating Partnership in the context of how the Parent Company and the Operating Partnership operate as a consolidated company. The Parent Company is a REIT, whose only material asset is its ownership of Units of partnership interests of the Operating Partnership. As a result, the Parent Company does not conduct business itself, other than acting as the sole general partner of the Operating Partnership, issuing public equity from time to time and guaranteeing certain debt of the Operating Partnership. Except for $200 million of unsecured private placement debt, the Parent Company does not hold any indebtedness, but guarantees all of the unsecured debt of the Operating Partnership. The Operating Partnership is also the co-issuer and guarantees the $200 million of Parent Company debt. The Operating Partnership holds all the assets of the Company and retains the ownership interests in the ~~Company’s~~Company's joint ventures. Except for net proceeds from public equity issuances by the Parent Company, which are contributed to the Operating Partnership in exchange for partnership units, the Operating Partnership generates all remaining capital required by the ~~Company’s~~Company's business. These sources include the Operating Partnership's operations, its direct or indirect incurrence of indebtedness, and the issuance of partnership units.

~~Stockholders'~~Shareholders' equity, partners' capital, and noncontrolling interests are the main areas of difference between the ~~consolidated financial statements~~Consolidated Financial Statements of the Parent Company and those of the Operating Partnership. The Operating Partnership's capital includes general and limited common Partnership Units. The limited partners' ~~units~~Units in the Operating Partnership owned by third parties are accounted for in partners' capital in the Operating Partnership's financial statements and outside of ~~stockholders'~~shareholders' equity in noncontrolling interests in the Parent Company's financial statements.

In order to highlight the differences between the Parent Company and the Operating Partnership, there are sections in this ~~report~~Report that separately discuss the Parent Company and the Operating Partnership, including separate financial statements, controls and procedures sections, and separate Exhibit 31 and 32 certifications. In the sections that combine disclosure for the Parent Company and the Operating Partnership, this ~~report~~Report refers to actions or holdings as being actions or holdings of the Company.

As general partner with control of the Operating Partnership, the Parent Company consolidates the Operating Partnership for financial reporting purposes, and the Parent Company does not have assets other than its investment in the Operating Partnership. Therefore, while ~~stockholders'~~shareholders' equity and partners' capital differ as discussed above, the assets and liabilities of the Parent Company and the Operating Partnership are the same on their respective financial statements.

TABLE OF CONTENTS





		Form 10-Q Report Page
PART I - FINANCIAL INFORMATION

Item 1.	Financial Statements (Unaudited)

Regency Centers Corporation:

	Consolidated Balance Sheets as of ~~June 30, 2022~~March 31, 2023 and December 31, ~~2021~~2022	1

	Consolidated Statements of Operations for the periods ended ~~June 30,~~March 31, 2023 and 2022 ~~and 2021~~	2

	Consolidated Statements of Comprehensive Income for the periods ended ~~June 30,~~March 31, 2023 and 2022 ~~and 2021~~	3

	Consolidated Statements of Equity for the periods ended ~~June 30,~~March 31, 2023 and 2022 ~~and 2021~~	4

	Consolidated Statements of Cash Flows for the periods ended ~~June 30,~~March 31, 2023 and 2022 ~~and 2021~~	65

Regency Centers, L.P.:

	Consolidated Balance Sheets as of ~~June 30, 2022~~March 31, 2023 and December 31, ~~2021~~2022	87

	Consolidated Statements of Operations for the periods ended ~~June 30,~~March 31, 2023 and 2022 ~~and 2021~~	98

	Consolidated Statements of Comprehensive Income for the periods ended ~~June 30,~~March 31, 2023 and 2022 ~~and 2021~~	109

	Consolidated Statements of Capital for the periods ended ~~June 30,~~March 31, 2023 and 2022 ~~and 2021~~	1110

	Consolidated Statements of Cash Flows for the periods ended ~~June 30,~~March 31, 2023 and 2022 ~~and 2021~~	1311

	Notes to Consolidated Financial Statements	1513

Item 2.	Management's Discussion and Analysis of Financial Condition and Results of Operations	2624

Item 3.	Quantitative and Qualitative Disclosures about Market Risk	4843

Item 4.	Controls and Procedures	4844

PART II - OTHER INFORMATION

Item 1.	Legal Proceedings	4944

Item 1A.	Risk Factors	4944

Item 2.	Unregistered Sales of Equity Securities and Use of Proceeds	5045

Item 3.	Defaults Upon Senior Securities	5045

Item 4.	Mine Safety Disclosures	5045

Item 5.	Other Information	5045

Item 6.	Exhibits	5145

SIGNATURES		5347

PART I - FINANCIAL INFORMATION

Item 1. Financial Statements

REGENCY CENTERS CORPORATION

Consolidated Balance Sheets

~~June 30, 2022~~March 31, 2023 and December 31, ~~2021~~2022

(in thousands, except share data)


	2022			2021			2023			2022
Assets	(unaudited)						(unaudited)
Net real estate investments:
Real estate assets, at cost	$	11,762,300			11,495,581		$	11,886,697			11,858,064
Less: accumulated depreciation		2,301,183			2,174,963			2,484,960			2,415,860
Real estate assets, net		9,461,117			9,320,618			9,401,737			9,442,204
Investments in real estate partnerships		330,887			372,591			346,390			350,377
Properties held for sale		2,354			25,574
Cash, cash equivalents, and restricted cash, including $3,128 and $1,930 of restricted cash at June 30, 2022 and December 31, 2021, respectively		121,190			95,027
Net real estate investments								9,748,127			9,792,581
Cash, cash equivalents, and restricted cash, including $2,955 and $2,310 of restricted cash at March 31, 2023 and December 31, 2022, respectively								68,143			68,776
Tenant and other receivables		159,643			153,091			181,579			188,863
Deferred leasing costs, less accumulated amortization of $120,650 and $117,878 at June 30, 2022 and December 31, 2021, respectively		65,607			65,741
Acquired lease intangible assets, less accumulated amortization of $325,131 and $312,186 at June 30, 2022 and December 31, 2021, respectively		214,264			212,707
Deferred leasing costs, less accumulated amortization of $118,766 and $117,137 at March 31, 2023 and December 31, 2022, respectively								68,567			68,945
Acquired lease intangible assets, less accumulated amortization of $344,460 and $338,053 at March 31, 2023 and December 31, 2022, respectively								188,636			197,745
Right of use assets, net		278,153			280,783			273,702			275,513
Other assets		268,600			266,431			276,926			267,797
Total assets	$	10,901,815			10,792,563		$	10,805,680			10,860,220
Liabilities and Equity
Liabilities:
Notes payable	$	3,737,380			3,718,944		$	3,711,784			3,726,754
Unsecured credit facility								30,000			—
Accounts payable and other liabilities		322,409			322,271			289,297			317,259
Acquired lease intangible liabilities, less accumulated amortization of $180,082 and $172,293 at June 30, 2022 and December 31, 2021, respectively		357,581			363,276
Acquired lease intangible liabilities, less accumulated amortization of $199,840 and $193,315 at March 31, 2023 and December 31, 2022, respectively								346,939			354,204
Lease liabilities		214,800			215,788			212,582			213,722
Tenants' security, escrow deposits and prepaid rent		63,510			62,352			75,643			70,242
Total liabilities		4,695,680			4,682,631			4,666,245			4,682,181
Commitments and contingencies		—			—			—			—
Equity:
Stockholders' equity:
Common stock, $0.01 par value per share, 220,000,000 shares authorized; 171,173,103 and 171,213,008 shares issued at June 30, 2022 and December 31, 2021, respectively		1,711			1,712
Treasury stock at cost, 456,225 and 427,901 shares held at June 30, 2022 and December 31, 2021, respectively		(23,882	)		(22,758	)
Shareholders' equity:
Common stock; $0.01 par value per share, 220,000,000 shares authorized; 170,958,422 and 171,124,593 shares issued at March 31, 2023 and December 31, 2022, respectively								1,710			1,711
Treasury stock at cost; 483,782 and 465,415 shares held at March 31, 2023 and December 31, 2022, respectively								(25,699	)		(24,461	)
Additional paid-in-capital		7,874,461			7,883,458			7,856,426			7,877,152
Accumulated other comprehensive income (loss)		2,388			(10,227	)
Accumulated other comprehensive income								3,927			7,560
Distributions in excess of net income		(1,729,645	)		(1,814,814	)		(1,779,043	)		(1,764,977	)
Total stockholders' equity		6,125,033			6,037,371
Total shareholders' equity								6,057,321			6,096,985
Noncontrolling interests:
Exchangeable operating partnership units, aggregate redemption value of $43,974 and $56,844 at June 30, 2022 and December 31, 2021, respectively		34,611			35,447
Exchangeable operating partnership units, aggregate redemption value of $45,361 and $46,340 at March 31, 2023 and December 31, 2022, respectively								34,411			34,489
Limited partners' interests in consolidated partnerships		46,491			37,114			47,703			46,565
Total noncontrolling interests		81,102			72,561			82,114			81,054
Total equity		6,206,135			6,109,932			6,139,435			6,178,039
Total liabilities and equity	$	10,901,815			10,792,563		$	10,805,680			10,860,220

See accompanying notes to consolidated financial statements.

REGENCY CENTERS CORPORATION

Consolidated Statements of Operations

(in thousands, except per share data)

(unaudited)


	Three months ended June 30,						Six months ended June 30,						Three months ended March 31,
	2022			2021			2022			2021			2023			2022
Revenues:
Lease income	$	292,864			276,730		$	586,509			543,087		$	308,801			293,645
Other property income		2,720			3,074			5,824			5,027			3,138			3,104
Management, transaction, and other fees		6,499			7,355			13,183			13,748			6,038			6,684
Total revenues		302,083			287,159			605,516			561,862			317,977			303,433
Operating expenses:
Depreciation and amortization		79,350			74,217			157,192			151,476			82,707			77,842
Operating and maintenance		47,750			46,566			94,211			92,148
Property operating expense														51,022			46,461
Real estate taxes														38,477			36,869
General and administrative		17,645			19,187			36,437			40,474			25,280			18,792
Real estate taxes		36,700			35,447			73,569			71,613
Other operating expenses		617			1,177			2,790			1,875
Other operating (income) expenses														(497	)		2,173
Total operating expenses		182,062			176,594			364,199			357,586			196,989			182,137
Other expense (income):
Interest expense, net		36,699			35,812			73,437			72,748			36,393			36,738
Provision for impairment of real estate		—			135			—			135
Gain on sale of real estate, net of tax		(4,291	)		(19,781	)		(106,239	)		(31,479	)		(250	)		(101,948	)
Net investment loss (income)		5,468			(1,998	)		7,962			(3,484	)
Net investment (income) loss														(1,727	)		2,494
Total other expense (income)		37,876			14,168			(24,840	)		37,920			34,416			(62,716	)
Income from operations before equity in income of investments in real estate partnerships		82,145			96,397			266,157			166,356			86,572			184,012
Equity in income of investments in real estate partnerships		23,842			435			36,646			12,101			11,916			12,804
Net income		105,987			96,832			302,803			178,457			98,488			196,816
Noncontrolling interests:
Exchangeable operating partnership units		(452	)		(432	)		(1,315	)		(796	)		(420	)		(863	)
Limited partners' interests in consolidated partnerships		(739	)		(910	)		(1,464	)		(1,515	)		(787	)		(725	)
Income attributable to noncontrolling interests		(1,191	)		(1,342	)		(2,779	)		(2,311	)		(1,207	)		(1,588	)
Net income attributable to common stockholders	$	104,796			95,490		$	300,024			176,146
Net income attributable to common shareholders													$	97,281			195,228

Income per common share - basic	$	0.61			0.56		$	1.75			1.04		$	0.57			1.14
Income per common share - diluted	$	0.61			0.56		$	1.74			1.04		$	0.57			1.14

See accompanying notes to consolidated financial statements.

REGENCY CENTERS CORPORATION

Consolidated Statements of Comprehensive Income

(in thousands)

(unaudited)


	Three months ended June 30,						Six months ended June 30,						Three months ended March 31,
	2022			2021			2022			2021			2023			2022
Net income	$	105,987			96,832		$	302,803			178,457		$	98,488			196,816
Other comprehensive income (loss):
Other comprehensive income:
Effective portion of change in fair value of derivative instruments:
Effective portion of change in fair value of derivative instruments		4,436			(2,302	)		13,404			3,508			(2,736	)		8,968
Reclassification adjustment of derivative instruments included in net income		481			1,034			1,491			2,069			(1,492	)		1,010
Unrealized (loss) gain on available-for-sale debt securities		(223	)		71			(977	)		(214	)
Other comprehensive income (loss)		4,694			(1,197	)		13,918			5,363
Unrealized gain (loss) on available-for-sale debt securities														192			(754	)
Other comprehensive (loss) income														(4,036	)		9,224
Comprehensive income		110,681			95,635			316,721			183,820			94,452			206,040
Less: comprehensive income attributable to noncontrolling interests:
Net income attributable to noncontrolling interests		1,191			1,342			2,779			2,311			1,207			1,588
Other comprehensive income (loss) attributable to noncontrolling interests		542			(51	)		1,303			396
Other comprehensive (loss) income attributable to noncontrolling interests														(403	)		761
Comprehensive income attributable to noncontrolling interests		1,733			1,291			4,082			2,707			804			2,349
Comprehensive income attributable to the Company	$	108,948			94,344		$	312,639			181,113		$	93,648			203,691

See accompanying notes to consolidated financial statements.

REGENCY CENTERS CORPORATION

Consolidated Statements of Equity

For the three months ended ~~June 30,~~March 31, 2023 and 2022 ~~and 2021~~

(in thousands, except per share data)

(unaudited)


																			Noncontrolling Interests																														Noncontrolling Interests
	Common Stock			Treasury Stock			Additional Paid In Capital			Accumulated Other Comprehensive Income (Loss)			Distributions in Excess of Net Income			Total Stockholders’ Equity			Exchangeable Operating Partnership Units			Limited Partners’ Interest in Consolidated Partnerships			Total Noncontrolling Interests			Total Equity			Common Stock			Treasury Stock			Additional Paid In Capital			Accumulated Other Comprehensive Income (Loss)			Distributions in Excess of Net Income			Total Shareholders' Equity			Exchangeable Operating Partnership Units			Limited Partners' Interest in Consolidated Partnerships			Total Noncontrolling Interests			Total Equity
Balance at March 31, 2021	$	1,698			(24,775	)		7,791,416			(12,512	)		(1,786,196	)		5,969,631			35,667			37,746			73,413			6,043,044
Net income		—			—			—			—			95,490			95,490			432			910			1,342			96,832
Other comprehensive loss
Other comprehensive loss before reclassification		—			—			—			(2,093	)		—			(2,093	)		(10	)		(128	)		(138	)		(2,231	)
Amounts reclassified from accumulated other comprehensive income		—			—			—			947			—			947			4			83			87			1,034
Deferred compensation plan, net		—			(1,112	)		1,112			—			—			—			—			—			—			—
Restricted stock issued, net of amortization		1			—			3,563			—			—			3,564			—			—			—			3,564
Common stock issued for stock based compensation, net		—			—			117			—			—			117			—			—			—			117
Common stock issued under dividend reinvestment plan		—			—			392			—			—			392			—			—			—			392
Issuance of exchangeable operating partnership units		—			—			99			—			—			99			(99	)		—			(99	)		—
Distributions to partners		—			—			—			—			—			—			—			(1,204	)		(1,204	)		(1,204	)
Cash dividends declared:
Common stock/unit ($0.595 per share)		—			—			—			—			(101,067	)		(101,067	)		(450	)		—			(450	)		(101,517	)
Balance at June 30, 2021	$	1,699			(25,887	)		7,796,699			(13,658	)		(1,791,773	)		5,967,080			35,544			37,407			72,951			6,040,031

Balance at March 31, 2022	$	1,714			(23,831	)		7,882,764			(1,764	)		(1,726,556	)		6,132,327			35,876			37,489			73,365			6,205,692
Balance at December 31, 2021																															$	1,712			(22,758	)		7,883,458			(10,227	)		(1,814,814	)		6,037,371			35,447			37,114			72,561			6,109,932
Net income		—			—			—			—			104,796			104,796			452			739			1,191			105,987			—			—			—			—			195,228			195,228			863			725			1,588			196,816
Other comprehensive income
Other comprehensive income before reclassification		—			—			—			3,743			—			3,743			17			453			470			4,213			—			—			—			7,537			—			7,537			37			640			677			8,214
Amounts reclassified from accumulated other comprehensive income		—			—			—			409			—			409			3			69			72			481			—			—			—			926			—			926			4			80			84			1,010
Deferred compensation plan, net		—			(51	)		51			—			—			—			—			—			—			—			—			(1,073	)		1,073			—			—			—			—			—			—			—
Restricted stock issued, net of amortization		—			—			4,366			—			—			4,366			—			—			—			4,366			2			—			4,206			—			—			4,208			—			—			—			4,208
Common stock repurchased for taxes withheld for stock based compensation, net		—			—			3			—			—			3			—			—			—			3			—			—			(6,091	)		—			—			(6,091	)		—			—			—			(6,091	)
Common stock issued under dividend reinvestment plan																																—			—			118			—			—			118			—			—			—			118
Distributions to partners																																—			—			—			—			—			—			—			(1,070	)		(1,070	)		(1,070	)
Cash dividends declared:
Common stock/unit ($0.625 per share)																																—			—			—			—			(106,970	)		(106,970	)		(475	)		—			(475	)		(107,445	)
Balance at March 31, 2022																															$	1,714			(23,831	)		7,882,764			(1,764	)		(1,726,556	)		6,132,327			35,876			37,489			73,365			6,205,692

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 loss 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		(13	)		—			(75,406	)		—			—			(75,419	)		—			—			—			(75,419	)		(3	)		—			(20,003	)		—			—			(20,006	)		—			—			—			(20,006	)
Common stock issued under dividend reinvestment plan		—			—			134			—			—			134			—			—			—			134			—			—			142			—			—			142			—			—			—			142
Common stock issued for partnership units exchanged		—			—			1,275			—			—			1,275			(1,275	)		—			(1,275	)		—
Common stock issued, net of issuance costs		10			—			61,274			—			—			61,284			—			—			—			61,284
Contributions from partners		—			—			—			—			—			—			—			10,446			10,446			10,446			—			—			—			—			—			—			—			1,777			1,777			1,777
Distributions to partners		—			—			—			—			—			—			—			(2,705	)		(2,705	)		(2,705	)		—			—			—			—			—			—			—			(1,039	)		(1,039	)		(1,039	)
Cash dividends declared:
Common stock/unit ($0.625 per share)		—			—			—			—			(107,885	)		(107,885	)		(462	)		—			(462	)		(108,347	)
Balance at June 30, 2022	$	1,711			(23,882	)		7,874,461			2,388			(1,729,645	)		6,125,033			34,611			46,491			81,102			6,206,135
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

See accompanying notes to consolidated financial statements.

~~REGENCY CENTERS CORPORATION~~

~~Consolidated Statements of Equity~~

~~For the six months ended June 30, 2022 and 2021~~

~~(in thousands, except per share data)~~

~~(unaudited)~~

Noncontrolling Interests

Common
Stock

Treasury
Stock

Additional
Paid In
Capital

Accumulated
Other
Comprehensive
Income (Loss)

Distributions
in Excess of
Net Income

Total
Stockholders’
Equity

Exchangeable
Operating
Partnership
Units

Limited
Partners’
Interest in
Consolidated
Partnerships

Total
Noncontrolling
Interests

Total
Equity

Balance at December 31, 2020

$
1,697

(24,436
)

7,792,082

(18,625
)

(1,765,806
)

5,984,912

35,727

37,508

73,235

6,058,147

Net income

—

—

—

—

176,146

176,146

796

1,515

2,311

178,457

Other comprehensive income

Other comprehensive income before reclassification

—

—

—

3,069

—

3,069

15

210

225

3,294

Amounts reclassified from accumulated other comprehensive income

—

—

—

1,898

—

1,898

8

163

171

2,069

Deferred compensation plan, net

—

(1,451
)

1,451

—

—

—

—

—

—

—

Restricted stock issued, net of amortization

2

—

6,041

—

—

6,043

—

—

—

6,043

Common stock repurchased for taxes withheld for stock based compensation, net

—

—

(3,742
)

—

—

(3,742
)

—

—

—

(3,742
)
Common stock issued under dividend reinvestment plan

—

—

768

—

—

768

—

—

—

768

Common stock issued for partnership units exchanged

—

—

99

—

—

99

(99
)

—

(99
)

—

Distributions to partners

—

—

—

—

—

—

—

(1,989
)

(1,989
)

(1,989
)
Cash dividends declared:

Common stock/unit ($1.190 per share)

—

—

—

—

(202,113
)

(202,113
)

(903
)

—

(903
)

(203,016
)
Balance at June 30, 2021

$
1,699

(25,887
)

7,796,699

(13,658
)

(1,791,773
)

5,967,080

35,544

37,407

72,951

6,040,031

Balance at December 31, 2021

$
1,712

(22,758
)

7,883,458

(10,227
)

(1,814,814
)

6,037,371

35,447

37,114

72,561

6,109,932

Net income

—

—

—

—

300,024

300,024

1,315

1,464

2,779

302,803

Other comprehensive income

Other comprehensive income before reclassification

—

—

—

11,280

—

11,280

54

1,093

1,147

12,427

Amounts reclassified from accumulated other comprehensive income

—

—

—

1,335

—

1,335

7

149

156

1,491

Deferred compensation plan, net

—

(1,124
)

1,124

—

—

—

—

—

—

—

Restricted stock issued, net of amortization

2

—

8,572

—

—

8,574

—

—

—

8,574

Common stock repurchased for taxes withheld for stock based compensation, net

—

—

(6,088
)

—

—

(6,088
)

—

—

—

(6,088
)
Common stock repurchased and retired

(13
)

—

(75,406
)

—

—

(75,419
)

—

—

—

(75,419
)
Common stock issued under dividend reinvestment plan

—

—

252

—

—

252

—

—

—

252

Common stock issued for partnership units exchanged

—

—

1,275

—

—

1,275

(1,275
)

—

(1,275
)

—

Common stock issued, net of issuance costs

10

—

61,274

—

—

61,284

—

—

—

61,284

Contributions from partners

—

—

—

—

—

—

—

10,446

10,446

10,446

Distributions to partners

—

—

—

—

—

—

—

(3,775
)

(3,775
)

(3,775
)
Cash dividends declared:

Common stock/unit ($1.250 per share)

—

—

—

—

(214,855
)

(214,855
)

(937
)

—

(937
)

(215,792
)
Balance at June 30, 2022

$
1,711

(23,882
)

7,874,461

2,388

(1,729,645
)

6,125,033

34,611

46,491

81,102

6,206,135

~~See accompanying notes to consolidated financial statements.~~

REGENCY CENTERS CORPORATION

Consolidated Statements of Cash Flows

For the ~~six~~three months ended ~~June 30,~~March 31, 2023 and 2022 ~~and 2021~~

(in thousands)

(unaudited)


	2022			2021			2023			2022
Cash flows from operating activities:
Net income	$	302,803			178,457		$	98,488			196,816
Adjustments to reconcile net income to net cash provided by operating activities:
Depreciation and amortization		157,192			151,476			82,707			77,842
Amortization of deferred loan costs and debt premiums		2,821			3,479			1,490			1,379
(Accretion) and amortization of above and below market lease intangibles, net		(10,528	)		(11,174	)		(5,478	)		(5,302	)
Stock-based compensation, net of capitalization		8,501			5,894			4,810			4,164
Equity in income of investments in real estate partnerships		(36,646	)		(12,101	)		(11,916	)		(12,804	)
Gain on sale of real estate, net of tax		(106,239	)		(31,479	)		(250	)		(101,948	)
Provision for impairment of real estate, net of tax		—			135
Distribution of earnings from investments in real estate partnerships		29,207			36,545			14,524			16,736
Settlement of derivative instruments		—			(2,472	)
Deferred compensation expense		(7,007	)		2,856
Realized and unrealized loss (gain) on investments		8,033			(3,606	)
Deferred compensation expense (income)								1,448			(2,256	)
Realized and unrealized (gain) loss on investments								(1,674	)		2,533
Changes in assets and liabilities:
Tenant and other receivables		(8,252	)		12,711			6,710			3,396
Deferred leasing costs		(4,263	)		(4,884	)		(672	)		(2,014	)
Other assets		(8,353	)		(8,490	)		(12,631	)		(4,724	)
Accounts payable and other liabilities		(172	)		7,168			(20,858	)		(29,387	)
Tenants' security, escrow deposits and prepaid rent		660			772			5,401			(1,539	)
Net cash provided by operating activities		327,757			325,287			162,099			142,892
Cash flows from investing activities:
Acquisition of operating real estate, net of cash acquired of $3,061 in 2022		(139,775	)		500
Acquisition of operating real estate								—			(30,166	)
Real estate development and capital improvements		(99,470	)		(72,735	)		(44,569	)		(53,605	)
Proceeds from sale of real estate		136,421			107,577
Issuance of notes receivable		—			(20	)
Proceeds from sale of real estate and FF&E								3,603			124,924
Investments in real estate partnerships		(11,549	)		(21,382	)		(604	)		(7,173	)
Return of capital from investments in real estate partnerships		48,473			58,699			—			23,892
Dividends on investment securities		214			67			187			109
Acquisition of investment securities		(8,313	)		(14,065	)		(2,171	)		(5,554	)
Proceeds from sale of investment securities		8,737			14,393			4,504			5,927
Net cash (used in) provided by investing activities		(65,262	)		73,034			(39,050	)		58,354
Cash flows from financing activities:
Net proceeds from common stock issuance		61,284			—
Repurchase of common shares in conjunction with equity award plans		(6,388	)		(4,017	)		(7,066	)		(6,246	)
Common shares repurchased through share repurchase program		(71,898	)		—			(20,006	)		—
Proceeds from sale of treasury stock		64			96			2			63
Contributions from (distributions to) limited partners in consolidated partnerships, net		1,234			(1,989	)		738			(1,070	)
Distributions to exchangeable operating partnership unit holders		(950	)		(907	)		(482	)		(475	)
Dividends paid to common stockholders		(213,868	)		(201,233	)
Dividends paid to common shareholders								(111,085	)		(106,887	)
Proceeds from unsecured credit facilities		75,000			—			115,000			40,000
Repayment of unsecured credit facilities		(75,000	)		(265,000	)		(85,000	)		(40,000	)
Proceeds from notes payable								15,500			—
Repayment of notes payable		—			(3,962	)		(28,306	)		—
Scheduled principal payments		(5,728	)		(5,678	)		(2,836	)		(2,846	)
Payment of loan costs		(82	)		(7,468	)		(141	)		(82	)
Net cash used in financing activities		(236,332	)		(490,158	)		(123,682	)		(117,543	)
Net increase (decrease) in cash and cash equivalents and restricted cash		26,163			(91,837	)
Net (decrease) increase in cash and cash equivalents and restricted cash								(633	)		83,703
Cash and cash equivalents and restricted cash at beginning of the period		95,027			378,450			68,776			95,027
Cash and cash equivalents and restricted cash at end of the period	$	121,190			286,613		$	68,143			178,730

See accompanying notes to consolidated financial statements.

REGENCY CENTERS CORPORATION

Consolidated Statements of Cash Flows

For the ~~six~~three months ended ~~June 30,~~March 31, 2023 and 2022 ~~and 2021~~

(in thousands)

(unaudited)


	2022		2021		2023		2022
Supplemental disclosure of cash flow information:
Cash paid for interest (net of capitalized interest of $1,815 and $1,865 in 2022 and 2021, respectively)	$	70,876		70,112
Cash paid for interest (net of capitalized interest of $1,250 and $796 in 2023 and 2022, respectively)					$	44,107		44,317
Cash paid for income taxes, net of refunds	$	370		314	$	112		165
Supplemental disclosure of non-cash transactions:
Common stock and exchangeable operating partnership dividends declared but not paid	$	108,215		101,520	$	111,829		107,445
Acquisition of real estate previously held within investments in real estate partnerships	$	17,179		—
Mortgage loans assumed by Company with the acquisition of real estate	$	22,779		—
Common stock issued for partnership units exchanged	$	1,275		99
Accrued common stock repurchase in Accounts payable and other liabilities	$	3,521		—
Change in accrued capital expenditures	$	5,050		6,947	$	10,596		11,603
Common stock issued under dividend reinvestment plan	$	252		768	$	142		118
Stock-based compensation capitalized	$	373		424	$	155		199
Contributions from limited partners in consolidated partnerships	$	5,436		—
Common stock issued for dividend reinvestment in trust	$	555		552	$	303		267
Contribution of stock awards into trust	$	2,022		1,416	$	1,201		1,177
Distribution of stock held in trust	$	566		415	$	265		329
Change in fair value of securities	$	1,236		272	$	243		754

See accompanying notes to consolidated financial statements.

REGENCY CENTERS, L.P.

Consolidated Balance Sheets

~~June 30, 2022~~March 31, 2023 and December 31, ~~2021~~2022

(in thousands, except unit data)


	2022		2021			2023		2022
Assets	(unaudited)					(unaudited)
Net real estate investments:
Real estate assets, at cost	$	11,762,300		11,495,581		$	11,886,697		11,858,064
Less: accumulated depreciation		2,301,183		2,174,963			2,484,960		2,415,860
Real estate assets, net		9,461,117		9,320,618			9,401,737		9,442,204
Investments in real estate partnerships		330,887		372,591			346,390		350,377
Properties held for sale		2,354		25,574
Cash, cash equivalents, and restricted cash, including $3,128 and $1,930 of restricted cash at June 30, 2022 and December 31, 2021, respectively		121,190		95,027
Net real estate investments							9,748,127		9,792,581
Cash, cash equivalents, and restricted cash, including $2,955 and $2,310 of restricted cash at March 31, 2023 and December 31, 2022, respectively							68,143		68,776
Tenant and other receivables		159,643		153,091			181,579		188,863
Deferred leasing costs, less accumulated amortization of $120,650 and $117,878 at June 30, 2022 and December 31, 2021, respectively		65,607		65,741
Acquired lease intangible assets, less accumulated amortization of $325,131 and $312,186 at June 30, 2022 and December 31, 2021, respectively		214,264		212,707
Deferred leasing costs, less accumulated amortization of $118,766 and $117,137 at March 31, 2023 and December 31, 2022, respectively							68,567		68,945
Acquired lease intangible assets, less accumulated amortization of $344,460 and $338,053 at March 31, 2023 and December 31, 2022, respectively							188,636		197,745
Right of use assets, net		278,153		280,783			273,702		275,513
Other assets		268,600		266,431			276,926		267,797
Total assets	$	10,901,815		10,792,563		$	10,805,680		10,860,220
Liabilities and Capital
Liabilities:
Notes payable	$	3,737,380		3,718,944		$	3,711,784		3,726,754
Unsecured credit facility							30,000		—
Accounts payable and other liabilities		322,409		322,271			289,297		317,259
Acquired lease intangible liabilities, less accumulated amortization of $180,082 and $172,293 at June 30, 2022 and December 31, 2021, respectively		357,581		363,276
Acquired lease intangible liabilities, less accumulated amortization of $199,840 and $193,315 at March 31, 2023 and December 31, 2022, respectively							346,939		354,204
Lease liabilities		214,800		215,788			212,582		213,722
Tenants' security, escrow deposits and prepaid rent		63,510		62,352			75,643		70,242
Total liabilities		4,695,680		4,682,631			4,666,245		4,682,181
Commitments and contingencies		—		—			—		—
Capital:
Partners' capital:
General partner; 171,173,103 and 171,213,008 units outstanding at June 30, 2022 and December 31, 2021, respectively		6,122,645		6,047,598
Limited partners; 741,433 and 760,046 units outstanding at June 30, 2022 and December 31, 2021, respectively		34,611		35,447
Accumulated other comprehensive income (loss)		2,388		(10,227	)
General partner; 170,958,422 and 171,124,593 units outstanding at March 31, 2023 and December 31, 2022, respectively							6,053,394		6,089,425
Limited partners; 741,433 units outstanding at March 31, 2023 and December 31, 2022							34,411		34,489
Accumulated other comprehensive income							3,927		7,560
Total partners' capital		6,159,644		6,072,818			6,091,732		6,131,474
Noncontrolling interest: Limited partners' interests in consolidated partnerships		46,491		37,114			47,703		46,565
Total capital		6,206,135		6,109,932			6,139,435		6,178,039
Total liabilities and capital	$	10,901,815		10,792,563		$	10,805,680		10,860,220

See accompanying notes to consolidated financial statements.

REGENCY CENTERS, L.P.

Consolidated Statements of Operations

(in thousands, except per unit data)

(unaudited)


	Three months ended June 30,						Six months ended June 30,						Three months ended March 31,
	2022			2021			2022			2021			2023			2022
Revenues:
Lease income	$	292,864			276,730		$	586,509			543,087		$	308,801			293,645
Other property income		2,720			3,074			5,824			5,027			3,138			3,104
Management, transaction, and other fees		6,499			7,355			13,183			13,748			6,038			6,684
Total revenues		302,083			287,159			605,516			561,862			317,977			303,433
Operating expenses:
Depreciation and amortization		79,350			74,217			157,192			151,476			82,707			77,842
Operating and maintenance		47,750			46,566			94,211			92,148
Property operating expense														51,022			46,461
Real estate taxes														38,477			36,869
General and administrative		17,645			19,187			36,437			40,474			25,280			18,792
Real estate taxes		36,700			35,447			73,569			71,613
Other operating expenses		617			1,177			2,790			1,875
Other operating (income) expenses														(497	)		2,173
Total operating expenses		182,062			176,594			364,199			357,586			196,989			182,137
Other expense (income):
Interest expense, net		36,699			35,812			73,437			72,748			36,393			36,738
Provision for impairment of real estate		—			135			—			135
Gain on sale of real estate, net of tax		(4,291	)		(19,781	)		(106,239	)		(31,479	)		(250	)		(101,948	)
Net investment loss (income)		5,468			(1,998	)		7,962			(3,484	)
Net investment (income) loss														(1,727	)		2,494
Total other expense (income)		37,876			14,168			(24,840	)		37,920			34,416			(62,716	)
Income from operations before equity in income of investments in real estate partnerships		82,145			96,397			266,157			166,356			86,572			184,012
Equity in income of investments in real estate partnerships		23,842			435			36,646			12,101			11,916			12,804
Net income		105,987			96,832			302,803			178,457			98,488			196,816
Limited partners' interests in consolidated partnerships		(739	)		(910	)		(1,464	)		(1,515	)		(787	)		(725	)
Net income attributable to common unit holders	$	105,248			95,922		$	301,339			176,942		$	97,701			196,091

Income per common share - basic	$	0.61			0.56		$	1.75			1.04		$	0.57			1.14
Income per common share - diluted	$	0.61			0.56		$	1.74			1.04		$	0.57			1.14

See accompanying notes to consolidated financial statements.

REGENCY CENTERS, L.P.

Consolidated Statements of Comprehensive Income

(in thousands)

(unaudited)


	Three months ended June 30,						Six months ended June 30,						Three months ended March 31,
	2022			2021			2022			2021			2023			2022
Net income	$	105,987			96,832		$	302,803			178,457		$	98,488			196,816
Other comprehensive income (loss):
Other comprehensive income:
Effective portion of change in fair value of derivative instruments:
Effective portion of change in fair value of derivative instruments		4,436			(2,302	)		13,404			3,508			(2,736	)		8,968
Reclassification adjustment of derivative instruments included in net income		481			1,034			1,491			2,069			(1,492	)		1,010
Unrealized (loss) gain on available-for-sale debt securities		(223	)		71			(977	)		(214	)
Other comprehensive income (loss)		4,694			(1,197	)		13,918			5,363
Unrealized gain (loss) on available-for-sale debt securities														192			(754	)
Other comprehensive (loss) income														(4,036	)		9,224
Comprehensive income		110,681			95,635			316,721			183,820			94,452			206,040
Less: comprehensive income attributable to noncontrolling interests:
Net income attributable to noncontrolling interests		739			910			1,464			1,515			787			725
Other comprehensive income (loss) attributable to noncontrolling interests		522			(45	)		1,242			373
Other comprehensive (loss) income attributable to noncontrolling interests														(387	)		720
Comprehensive income attributable to noncontrolling interests		1,261			865			2,706			1,888			400			1,445
Comprehensive income attributable to the Partnership	$	109,420			94,770		$	314,015			181,932		$	94,052			204,595

See accompanying notes to consolidated financial statements.

109

REGENCY CENTERS, L.P.

Consolidated Statements of Capital

For the three months ended ~~June 30,~~March 31, 2023 and 2022 ~~and 2021~~

(in thousands)

(unaudited)


	General Partner Preferred and Common Units			Limited Partners			Accumulated Other Comprehensive Income (Loss)			Total Partners’ Capital			Noncontrolling Interests in Limited Partners’ Interest in Consolidated Partnerships			Total Capital			General Partner Preferred and Common Units			Limited Partners			Accumulated Other Comprehensive Income (Loss)			Total Partners' Capital			Noncontrolling Interests in Limited Partners' Interest in Consolidated Partnerships			Total Capital
Balance at March 31, 2021	$	5,982,143			35,667			(12,512	)		6,005,298			37,746			6,043,044
Balance at December 31, 2021																			$	6,047,598			35,447			(10,227	)		6,072,818			37,114			6,109,932
Net income																				195,228			863			—			196,091			725			196,816
Other comprehensive income
Other comprehensive income before reclassification																				—			37			7,537			7,574			640			8,214
Amounts reclassified from accumulated other comprehensive loss																				—			4			926			930			80			1,010
Distributions to partners																				(106,970	)		(475	)		—			(107,445	)		(1,070	)		(108,515	)
Restricted units issued as a result of restricted stock issued by Parent Company, net of amortization																				4,208			—			—			4,208			—			4,208
Common units repurchased as a result of common stock repurchased by Parent Company, net of issuances																				(5,973	)		—			—			(5,973	)		—			(5,973	)
Balance at March 31, 2022																			$	6,134,091			35,876			(1,764	)		6,168,203			37,489			6,205,692

Balance at December 31, 2022																			$	6,089,425			34,489			7,560			6,131,474			46,565			6,178,039
Net income		95,490			432			—			95,922			910			96,832			97,281			420			—			97,701			787			98,488
Other comprehensive loss
Other comprehensive loss before reclassification		—			(10	)		(2,093	)		(2,103	)		(128	)		(2,231	)		—			(11	)		(2,316	)		(2,327	)		(217	)		(2,544	)
Amounts reclassified from accumulated other comprehensive loss		—			4			947			951			83			1,034
Distributions to partners		(101,067	)		(450	)		—			(101,517	)		(1,204	)		(102,721	)
Restricted units issued as a result of restricted stock issued by Parent Company, net of amortization		3,564			—			—			3,564			—			3,564
Common units issued as a result of common stock issued by Parent Company, net of issuance costs		509			—			—			509			—			509
Common units exchanged for common stock of Parent Company		99			(99	)		—			—			—			—
Balance at June 30, 2021	$	5,980,738			35,544			(13,658	)		6,002,624			37,407			6,040,031

Balance at March 31, 2022	$	6,134,091			35,876			(1,764	)		6,168,203			37,489			6,205,692
Net income		104,796			452			—			105,248			739			105,987
Other comprehensive income
Other comprehensive income before reclassification		—			17			3,743			3,760			453			4,213
Amounts reclassified from accumulated other comprehensive loss		—			3			409			412			69			481			—			(5	)		(1,317	)		(1,322	)		(170	)		(1,492	)
Contributions from partners		—			—			—			—			10,446			10,446			—			—			—			—			1,777			1,777
Distributions to partners		(107,885	)		(462	)		—			(108,347	)		(2,705	)		(111,052	)		(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		4,366			—			—			4,366			—			4,366			4,819			—			—			4,819			—			4,819
Common units repurchased and retired as a result of common stock repurchased and retired by Parent Company		(75,419	)		—			—			(75,419	)		—			(75,419	)		(20,006	)		—			—			(20,006	)		—			(20,006	)
Common units issued as a result of common stock issued by Parent Company, net of redemptions		61,284			—			—			61,284			—			61,284
Common units repurchased as a result of common stock repurchased by Parent Company, net of issuances		137			—			—			137			—			137			(6,778	)		—			—			(6,778	)		—			(6,778	)
Common unit exchanged for common stock of Parent Company		1,275			(1,275	)		—			—			—			—
Balance at June 30, 2022	$	6,122,645			34,611			2,388			6,159,644			46,491			6,206,135
Balance at March 31, 2023																			$	6,053,394			34,411			3,927			6,091,732			47,703			6,139,435

See accompanying notes to consolidated financial statements.

1110

~~REGENCY CENTERS, L.P.~~

~~Consolidated Statements of Capital~~

~~For the six months ended June 30, 2022 and 2021~~

~~(in thousands)~~

~~(unaudited)~~

General Partner Preferred
and Common Units

Limited
Partners

Accumulated
Other
Comprehensive
Income (Loss)

Total
Partners’
Capital

Noncontrolling Interests in
Limited Partners’ Interest in
Consolidated Partnerships

Total
Capital

Balance at December 31, 2020

$
6,003,537

35,727

(18,625
)

6,020,639

37,508

6,058,147

Net income

176,146

796

—

176,942

1,515

178,457

Other comprehensive income

Other comprehensive income before reclassification

—

15

3,069

3,084

210

3,294

Amounts reclassified from accumulated other comprehensive loss

—

8

1,898

1,906

163

2,069

Distributions to partners

(202,113
)

(903
)

—

(203,016
)

(1,989
)

(205,005
)
Restricted units issued as a result of restricted stock issued by Parent Company, net of amortization

6,043

—

—

6,043

—

6,043

Common units repurchased as a result of common stock repurchased by Parent Company, net of issuances

(2,974
)

—

—

(2,974
)

—

(2,974
)
Common units exchanged for common stock of Parent Company

99

(99
)

—

—

—

—

Balance at June 30, 2021

$
5,980,738

35,544

(13,658
)

6,002,624

37,407

6,040,031

Balance at December 31, 2021

$
6,047,598

35,447

(10,227
)

6,072,818

37,114

6,109,932

Net income

300,024

1,315

—

301,339

1,464

302,803

Other comprehensive income

Other comprehensive income before reclassification

—

54

11,280

11,334

1,093

12,427

Amounts reclassified from accumulated other comprehensive income

—

7

1,335

1,342

149

1,491

Contributions from partners

—

—

—

—

10,446

10,446

Distributions to partners

(214,855
)

(937
)

—

(215,792
)

(3,775
)

(219,567
)
Restricted units issued as a result of restricted stock issued by Parent Company, net of amortization

8,574

—

—

8,574

—

8,574

Common units repurchased and retired as a result of common stock repurchased and retired by Parent Company

(75,419
)

—

—

(75,419
)

—

(75,419
)
Common units issued as a result of common stock issued by Parent Company, net of issuance costs

61,284

—

—

61,284

—

61,284

Common units repurchased as a result of common stock repurchased by Parent Company, net of issuances

(5,836
)

—

—

(5,836
)

—

(5,836
)
Common unit exchanged for common stock of Parent Company

1,275

(1,275
)

—

—

—

—

Balance at June 30, 2022

$
6,122,645

34,611

2,388

6,159,644

46,491

6,206,135

~~See accompanying notes to consolidated financial statements.~~

REGENCY CENTERS, L.P.

Consolidated Statements of Cash Flows

For the ~~six~~three months ended ~~June 30,~~March 31, 2023 and 2022 ~~and 2021~~

(in thousands)

(unaudited)


	2022			2021			2023			2022
Cash flows from operating activities:
Net income	$	302,803			178,457		$	98,488			196,816
Adjustments to reconcile net income to net cash provided by operating activities:
Depreciation and amortization		157,192			151,476			82,707			77,842
Amortization of deferred loan costs and debt premiums		2,821			3,479			1,490			1,379
(Accretion) and amortization of above and below market lease intangibles, net		(10,528	)		(11,174	)		(5,478	)		(5,302	)
Stock-based compensation, net of capitalization		8,501			5,894			4,810			4,164
Equity in income of investments in real estate partnerships		(36,646	)		(12,101	)		(11,916	)		(12,804	)
Gain on sale of real estate, net of tax		(106,239	)		(31,479	)		(250	)		(101,948	)
Provision for impairment of real estate, net of tax		—			135
Distribution of earnings from investments in real estate partnerships		29,207			36,545			14,524			16,736
Settlement of derivative instruments		—			(2,472	)
Deferred compensation expense		(7,007	)		2,856
Realized and unrealized loss (gain) on investments		8,033			(3,606	)
Deferred compensation expense (income)								1,448			(2,256	)
Realized and unrealized (gain) loss on investments								(1,674	)		2,533
Changes in assets and liabilities:
Tenant and other receivables		(8,252	)		12,711			6,710			3,396
Deferred leasing costs		(4,263	)		(4,884	)		(672	)		(2,014	)
Other assets		(8,353	)		(8,490	)		(12,631	)		(4,724	)
Accounts payable and other liabilities		(172	)		7,168			(20,858	)		(29,387	)
Tenants' security, escrow deposits and prepaid rent		660			772			5,401			(1,539	)
Net cash provided by operating activities		327,757			325,287			162,099			142,892
Cash flows from investing activities:
Acquisition of operating real estate, net of cash acquired of $3,061 in 2022		(139,775	)		500
Acquisition of operating real estate								—			(30,166	)
Real estate development and capital improvements		(99,470	)		(72,735	)		(44,569	)		(53,605	)
Proceeds from sale of real estate		136,421			107,577
Issuance of notes receivable		—			(20	)
Proceeds from sale of real estate and FF&E								3,603			124,924
Collection of notes receivable								—			—
Investments in real estate partnerships		(11,549	)		(21,382	)		(604	)		(7,173	)
Return of capital from investments in real estate partnerships		48,473			58,699			—			23,892
Dividends on investment securities		214			67			187			109
Acquisition of investment securities		(8,313	)		(14,065	)		(2,171	)		(5,554	)
Proceeds from sale of investment securities		8,737			14,393			4,504			5,927
Net cash (used in) provided by investing activities		(65,262	)		73,034			(39,050	)		58,354
Cash flows from financing activities:
Net proceeds from common stock issuance		61,284			—
Repurchase of common shares in conjunction with equity award plans		(6,388	)		(4,017	)		(7,066	)		(6,246	)
Common units repurchased through share repurchase program		(71,898	)		—			(20,006	)		—
Proceeds from sale of treasury stock		64			96			2			63
Contributions from (distributions to) limited partners in consolidated partnerships, net		1,234			(1,989	)		738			(1,070	)
Distributions to partners		(214,818	)		(202,140	)		(111,567	)		(107,362	)
Proceeds from unsecured credit facilities		75,000			—			115,000			40,000
Repayment of unsecured credit facilities		(75,000	)		(265,000	)		(85,000	)		(40,000	)
Proceeds from notes payable								15,500			—
Repayment of notes payable		—			(3,962	)		(28,306	)		—
Scheduled principal payments		(5,728	)		(5,678	)		(2,836	)		(2,846	)
Payment of loan costs		(82	)		(7,468	)		(141	)		(82	)
Net cash used in financing activities		(236,332	)		(490,158	)		(123,682	)		(117,543	)
Net increase (decrease) in cash and cash equivalents and restricted cash		26,163			(91,837	)
Net (decrease) increase in cash and cash equivalents and restricted cash								(633	)		83,703
Cash and cash equivalents and restricted cash at beginning of the period		95,027			378,450			68,776			95,027
Cash and cash equivalents and restricted cash at end of the period	$	121,190			286,613		$	68,143			178,730

See accompanying notes to consolidated financial statements.

1311

REGENCY CENTERS, L.P.

Consolidated Statements of Cash Flows

For the ~~six~~three months ended ~~June 30,~~March 31, 2023 and 2022 ~~and 2021~~

(in thousands)

(unaudited)


	2022		2021		2023		2022
Supplemental disclosure of cash flow information:
Cash paid for interest (net of capitalized interest of $1,815 and $1,865 in 2022 and 2021, respectively)	$	70,876		70,112
Cash paid for interest (net of capitalized interest of $1,250 and $796 in 2023 and 2022, respectively)					$	44,107		44,317
Cash paid for income taxes, net of refunds	$	370		314	$	112		165
Supplemental disclosure of non-cash transactions:
Common stock and exchangeable operating partnership dividends declared but not paid	$	108,215		101,520	$	111,829		107,445
Acquisition of real estate previously held within investments in real estate partnerships	$	17,179		—
Mortgage loans assumed by Company with the acquisition of real estate	$	22,779		—
Common stock issued by Parent Company for partnership units exchanged	$	1,275		99
Accrued common stock repurchase in Accounts payable and other liabilities	$	3,521		—
Change in accrued capital expenditures	$	5,050		6,947	$	10,596		11,603
Common stock issued by Parent Company for dividend reinvestment plan	$	252		768	$	142		118
Stock-based compensation capitalized	$	373		424	$	155		199
Contributions from limited partners in consolidated partnerships	$	5,436		—
Common stock issued for dividend reinvestment in trust	$	555		552	$	303		267
Contribution of stock awards into trust	$	2,022		1,416	$	1,201		1,177
Distribution of stock held in trust	$	566		415	$	265		329
Change in fair value of securities	$	1,236		272	$	243		754

See accompanying notes to consolidated financial statements.

1412

REGENCY CENTERS CORPORATION AND REGENCY CENTERS, L.P.

Notes to Unaudited Consolidated Financial Statements

~~June 30, 2022~~March 31, 2023


1.	Organization and Significant Accounting Policies

General

Regency Centers Corporation (the "Parent Company") began its operations as a ~~Real Estate Investment Trust ("REIT")~~REIT in 1993 and is the general partner of Regency Centers, L.P. (the "Operating Partnership"). The Parent Company primarily engages in the ownership, management, leasing, acquisition, ~~and~~ development, and redevelopment of shopping centers through the Operating Partnership, and has no other assets other than through its investment in the Operating Partnership, and its only liabilities are $200 million of unsecured private placement notes, which are co-issued and guaranteed by the Operating Partnership. The Parent Company guarantees all of the unsecured debt of the Operating Partnership.

As of ~~June 30, 2022,~~March 31, 2023, the Parent Company, the Operating Partnership, and their controlled subsidiaries on a consolidated basis owned 308 properties and held partial interests in an additional 96 properties through unconsolidated Investments in real estate partnerships (also referred to as "joint ventures" or "investment partnerships").

The consolidated financial statements reflect all adjustments which are, in the opinion of management, necessary to fairly state the results for the interim periods presented. These adjustments are considered to be of a normal recurring nature.

Risks and Uncertainties

The success of the Company's tenants in operating their businesses and their corresponding ability to pay rent continue to be significantly influenced by ~~many~~current economic challenges, which impact their cost of doing business, including but not limited to the impact of inflation, the cost and availability of labor, ~~shortages, and~~ supply chain constraints, ~~on their cost of doing business.~~increasing energy prices and interest rates, and access to credit. Additionally, macroeconomic and geopolitical risks create challenges that may exacerbate current market conditions in the United ~~States.~~States of America ("U.S.", "USA" or "United States"). The policies ~~utilized~~implemented by the U.S. government to address these issues, including raising interest rates, could result in adverse impacts on the U.S. economy, including a slowing of growth and potentially a recession, thereby impacting consumer spending, tenants' businesses, and/or decreasing future demand for space in shopping centers. The potential impact of current economic challenges on the ~~Company’s~~Company's financial condition, results of operations, and cash flows is subject to change and continues to depend on the extent and duration of these risks and uncertainties.

Consolidation

The Company consolidates properties that are wholly-owned and properties where it owns less than 100%, but ~~which it~~ has control over the activities most important to the overall success of the partnership. Control is determined using an evaluation based on accounting standards related to the consolidation of Variable Interest Entities ("VIEs") and voting interest entities.

Ownership of the Operating Partnership

The Operating Partnership's capital includes general and limited common Partnership Units. As of ~~June 30, 2022,~~March 31, 2023, the Parent Company owned approximately 99.6% of the outstanding common Partnership Units of the Operating Partnership, with the remaining limited common Partnership Units held by third parties ("Exchangeable operating partnership units" or "EOP units"). Each EOP unit is exchangeable for cash or one share of common stock of the Parent Company, at the discretion of the Parent Company, and the unit holder cannot require redemption in cash or other ~~assets.~~assets (i.e. registered shares of the Parent). The Parent Company has evaluated the conditions as specified under Accounting Standards Codification ("ASC") Topic 480, Distinguishing Liabilities from Equity, as it relates to ~~exchangeable operating partnership~~EOP units outstanding and concluded that itthe Parent Company has the right to satisfy the redemption requirements of the units by delivering shares of unregistered common stock. Accordingly, the Parent Company classifies EOP units as permanent equity in the accompanying Consolidated Balance Sheets and Consolidated Statements of Equity and Comprehensive Income. The Parent Company serves as general partner of the Operating Partnership. The EOP unit holders have limited rights over the Operating Partnership such that they do not have the power to direct the activities of the Operating Partnership. As such, the Operating Partnership is considered a VIE, and the Parent Company, which consolidates it, is the primary beneficiary. The Parent Company's only investment is the Operating Partnership. Net income and distributions of the Operating Partnership are allocable to the general and limited common Partnership Units in accordance with their ownership percentages.

1513

REGENCY CENTERS CORPORATION AND REGENCY CENTERS, L.P.

Notes to Unaudited Consolidated Financial Statements

~~June 30, 2022~~March 31, 2023

Real Estate Partnerships

As of ~~June 30, 2022,~~March 31, 2023, Regency had a partial ownership interest in ~~108~~107 properties through partnerships, of which 1211 are ~~consolidated into the Company's financial statements.~~consolidated. Regency's partners include institutional investors and other real estate developers and/or operators (the "Partners" or ~~"limited partners"~~"Limited Partners"). Regency has a variable interest in these entities through its equity interests, with Regency the primary beneficiary in certain of these real estate partnerships. As such, Regency consolidates the partnerships into its financial statements for which it is the primary beneficiary and reports the limited ~~partners’~~partners' interests as ~~Noncontrolling~~noncontrolling interests. For those partnerships which Regency is not the primary beneficiary and does not control, but has significant influence, Regency recognizes its investment in them using the equity method of accounting.

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

The major classes of assets, liabilities, and non-controlling equity interests held by the Company's consolidated VIEs, exclusive of the Operating Partnership, are as follows:


(in thousands)	June 30, 2022		December 31, 2021		March 31, 2023		December 31, 2022
Assets
Net real estate investments	$	112,260		379,075	$	106,916		107,725
Cash, cash equivalents and restricted cash		2,486		5,202		2,487		2,420
Liabilities
Notes payable		4,924		5,000		3,695		4,188
Equity
Limited partners' interests in consolidated partnerships		27,534		27,950		24,337		24,364

Revenues and Other Receivables

Other property income includes parking fees and other incidental income from the properties and is generally recognized at the point in time that the performance obligation is met. ~~All income from contracts with the Company's real estate partnerships is included~~Income within Management, transaction, and other fees on the Consolidated Statements of ~~Operations.~~Operations is primarily from contracts with the Company's real estate partnerships. The primary components of these revenue streams, the timing of satisfying the performance obligations, and amounts are as follows:


		Three months ended June 30,				Six months ended June 30,					Three months ended March 31,
(in thousands)	Timing of satisfaction of performance obligations	2022		2021		2022		2021		Timing of satisfaction of performance obligations	2023		2022
Management, transaction and other fees:
Management, transaction, and other fees:
Property management services	Over time		3,310		3,753	$	6,928		7,524	Over time	$	3,458		3,618
Asset management services	Over time		1,669		1,719		3,425		3,434	Over time		1,629		1,755
Leasing services	Point in time		1,171		1,336		2,167		2,187	Point in time		718		996
Other transaction fees	Point in time		349		547		663		603	Point in time		233		315
Total management, transaction, and other fees		$	6,499		7,355	$	13,183		13,748		$	6,038		6,684

The accounts receivable for management services, which are included within Tenant and other receivables in the accompanying Consolidated Balance Sheets, are $~~15.3~~16.8 million and $~~13.2~~16.4 million, as of ~~June 30, 2022~~March 31, 2023 and December 31, ~~2021,~~2022, respectively.

1614

REGENCY CENTERS CORPORATION AND REGENCY CENTERS, L.P.

Notes to Unaudited Consolidated Financial Statements

~~June 30, 2022~~March 31, 2023

Recent Accounting Pronouncements

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


Standard	Description	Date of adoption	Effect on the financial statements or other significant matters
Recently adopted:

ASU ~~2021-05,~~ 2020-04~~Leases~~, Reference Rate Reform (Topic ~~842)~~848): ~~Lessors - Certain Leases with Variable Lease Payments~~Facilitation of the Effects of Reference Rate Reform on Financial Reporting	In March 2020, the Financial Accounting Standards Board ("FASB") issued ASU 2020-04, Reference Rate Reform (Topic 848). ASU 2020-04 contains practical expedients for reference rate reform related to activities that impact debt, leases, derivatives, and other contracts. The guidance in ASU 2020-04 is optional and may be elected over time as reference rate reform activities occur. The amendments in this update ~~affect lessor lease classification. Lessors~~provide exceptions to the guidance in Topic 815 related to changes to the critical terms of a hedging relationship due to reference rate reform, which if criteria are met, provide such changes should ~~classify~~not result in the dedesignation and ~~account for a lease as an operating lease if both~~redesignation of the following criteria are met: (1) have variable lease payments that do not depend on a reference index or a rate and (2) would have resulted in the recognition of a selling loss at lease commencement if classified as sales-type or direct financing. This update results in similar treatment under the current Topic 842 as under the previous Topic 840.hedging relationship.	~~January 2022~~March 2020 through March 31, 2023	The ~~adoption of this standard~~ ~~did not have~~ ~~a material impact~~Company has elected to apply the hedge accounting expedients and exceptions related to changes to the ~~Company's financial condition, results of operations, cash flows or related footnote disclosures as~~reference rate from LIBOR to SOFR in the Company's ~~customary lease terms do not result in sales-type or direct financing classification, although future leases may.~~interest rate swaps, which it completed during the three months ended March 31, 2023. Application of these exceptions preserves the hedge designation of interest rate swaps and the related accounting and presentation consistent with past presentation.

1715

REGENCY CENTERS CORPORATION AND REGENCY CENTERS, L.P.

Notes to Unaudited Consolidated Financial Statements

~~June 30, 2022~~March 31, 2023


2.	Real Estate Investments

The ~~following table details the~~Company had no acquisitions of shopping centers ~~acquired~~ or land ~~acquired~~ for development during the ~~six~~three months ended ~~June 30, 2022. There were no such purchases during~~March 31, 2023, as compared to those detailed in the ~~six~~table below for the three months ended ~~June 30, 2021.~~March 31, 2022:


(in thousands)	(in thousands)		Six months ended June 30, 2022											(in thousands)		Three months ended March 31, 2022
Date Purchased		Property Name	City/State	Property Type	Ownership	Purchase Price (1)		Debt Assumed, Net of Discounts (1)		Intangible Assets (1)		Intangible Liabilities (1)			Property Name	City/State	Property Type	Regency Ownership	Purchase Price (1)		Debt Assumed, Net of Discounts (1)		Intangible Assets (1)		Intangible Liabilities (1)
Consolidated	Consolidated													Consolidated
3/1/2022		Glenwood Green	Old Bridge, NJ	Development	70%		11,000		—		—		—		Glenwood Green	Old Bridge, NJ	Development	70%	$	11,000		—		—		—
3/31/2022		Island Village	Bainbridge Island, WA	Operating	100%		30,650		—		2,900		6,839		Island Village	Bainbridge Island, WA	Operating	100%		30,650		—		2,900		6,839
4/1/2022		Apple Valley (2)	Apple Valley, MN	Operating	100%		34,070		—		4,773		490
4/1/2022		Cedar Commons (2)	Minneapolis, MN	Operating	100%		29,330		—		4,369		58
4/1/2022		Corral Hollow (2)	Tracy, CA	Operating	100%		40,600		—		3,410		74
4/1/2022		Shops at the Columbia (2)	Washington, DC	Operating	100%		14,000		—		889		181
5/6/2022		Baederwood Shoppes	Jenkintown, PA	Operating	80%		51,603		22,779		5,796		1,062
Total consolidated														Total consolidated					$	41,650		—		2,900		6,839
Unconsolidated	Unconsolidated													Unconsolidated
3/25/2022		Naperville Plaza	Naperville, IL	Operating	20%		52,380		22,074		4,336		814		Naperville Plaza	Naperville, IL	Operating	20%		52,380		22,074		4,336		814
6/24/2022		Baybrook East 1B	Houston, TX	Development	50%		5,540		—		—		—
Total unconsolidated														Total unconsolidated					$	52,380		22,074		4,336		814
Total property acquisitions	Total property acquisitions					$	269,173		44,853		26,473		9,518	Total property acquisitions					$	94,030		22,074		7,236		7,653

(1)

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

~~(2)~~

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


3.	Property Dispositions

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


	Three months ended June 30,				Six months ended June 30,				Three months ended March 31,
(in thousands, except number sold data)	2022		2021		2022		2021		2023		2022
Net proceeds from sale of real estate investments	$	11,497		53,718	$	136,421		107,577	$	2,923		124,924
Gain on sale of real estate, net of tax		4,291		19,781		106,239		31,479		250		101,948
Provision for impairment of real estate sold		—		135		—		135
Number of operating properties sold		—		2		1		6		—		1
Number of land parcels and development project interests sold		2		—		3		1
Number of land parcels sold										1		1
Percent interest sold	100%		100%		100%		100%		100%		100%

~~At June 30, 2022, the Company also had~~ 1 ~~land parcel classified within Properties held for sale on the Consolidated Balance Sheets.~~


4.	Other Assets

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


(in thousands)	June 30, 2022		December 31, 2021		March 31, 2023		December 31, 2022
Goodwill, net	$	167,095		167,095
Goodwill					$	167,062		167,062
Investments		55,185		65,112		53,967		54,581
Prepaid and other		29,967		21,332		41,363		28,615
Furniture, fixtures, and equipment, net ("FF&E")						5,044		5,808
Derivative assets						4,907		6,575
Deferred financing costs, net		6,302		7,448		4,583		5,156
Furniture, fixtures, and equipment, net		6,101		5,444
Derivative assets		3,950		—
Total other assets	$	268,600		266,431	$	276,926		267,797

1816

REGENCY CENTERS CORPORATION AND REGENCY CENTERS, L.P.

Notes to Unaudited Consolidated Financial Statements

~~June 30, 2022~~March 31, 2023


5.	Notes Payable and Unsecured Credit Facilities

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


(in thousands)	Weighted Average Contractual Rate	Weighted Average Effective Rate	June 30, 2022		December 31, 2021		Weighted Average Contractual Rate	Weighted Average Effective Rate	March 31, 2023		December 31, 2022
Notes payable:
Fixed rate mortgage loans	4.0%	3.5%	$	353,635		359,414	3.9%	3.4%	$	330,047		342,135
Variable rate mortgage loans (1)	3.3%	3.6%		137,563		115,539	3.8%	3.9%		132,269		136,246
Fixed rate unsecured debt	3.8%	4.0%		3,246,182		3,243,991	3.8%	4.0%		3,249,468		3,248,373
Total notes payable				3,737,380		3,718,944				3,711,784		3,726,754
Unsecured credit facilities:
Line of Credit (the "Line") (2)	2.0%	2.3%		—		—
$1.25 Billion Line of Credit (the "Line") (2)							5.8%	6.2%		30,000		—
Total debt outstanding			$	3,737,380		3,718,944			$	3,741,784		3,726,754

(1)

Five of these six variable rate loans, representing $~~132.6~~130.1 million of debt in the aggregate, have interest rate swaps in place to mitigate ~~the~~ interest rate fluctuation risk. Based on these swap agreements, the effective fixed rates of the five loans range from 2.5% to ~~4.1~~6.0%.

(2)

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

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


(in thousands)	June 30, 2022										March 31, 2023
Scheduled Principal Payments and Maturities by Year:	Scheduled Principal Payments		Mortgage Loan Maturities		Unsecured Maturities (1)			Total			Scheduled Principal Payments		Mortgage Loan Maturities		Unsecured Maturities (1)			Total
2022 (2)	$	5,660		5,848		—			11,508
2023		9,695		59,376		—			69,071
2023 (2)											$	6,765		31,843		—			38,608
2024		4,849		90,742		250,000			345,591			5,044		90,742		250,000			345,786
2025		3,732		45,000		250,000			298,732			3,942		43,750		280,000			327,692
2026		3,922		112,365		200,000			316,287			4,127		127,096		200,000			331,223
2027												3,788		137,915		525,000			666,703
Beyond 5 Years		6,661		138,234		2,575,000			2,719,895			2,873		322		2,050,000			2,053,195
Unamortized debt premium/(discount) and issuance costs		—		5,114		(28,818	)		(23,704	)		—		4,109		(25,532	)		(21,423	)
Total	$	34,519		456,679		3,246,182			3,737,380		$	26,539		435,777		3,279,468			3,741,784

(1)

Includes unsecured public and private debt and unsecured credit facilities.

(2)

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

The Company was in compliance as of ~~June 30, 2022,~~March 31, 2023, with all financial and other covenants under its unsecured public and private placement debt and unsecured credit facilities and expects to remain in compliance thereafter.


6.	Derivative Financial Instruments

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

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

1917

REGENCY CENTERS CORPORATION AND REGENCY CENTERS, L.P.

Notes to Unaudited Consolidated Financial Statements

~~June 30, 2022~~March 31, 2023

The following table summarizes the terms and fair values of the Company's derivative financial instruments, as well as their classification on the Consolidated Balance Sheets:


						Fair Value										Fair Value
(in thousands)						Assets (Liabilities) (1)										Assets (Liabilities) (1)
Effective Date	Maturity Date	Notional Amount		Receive Variable Rate of	Pay Fixed Rate of	June 30, 2022		December 31, 2021			Maturity Date	Notional Amount		Bank Pays Variable Rate of	Regency Pays Fixed Rate of	March 31, 2023			December 31, 2022
4/7/16	4/1/23	$	18,835	1 Month LIBOR	1.303%	$	236		(175	)
12/1/16	11/1/23		31,450	1 Month LIBOR	1.490%		686		(412	)	11/1/23		30,969	SOFR	1.490%		621			883
9/17/19	3/17/25		24,000	1 Month LIBOR	1.542%		910		(364	)	3/17/25		24,000	SOFR	1.443%		1,177			1,443
12/20/19											12/19/26		24,365	SOFR	1.684%		1,523			1,939
2/24/23											12/31/26		15,479	SOFR	4.229%		(370	)		152
6/2/17	6/2/27		35,733	1 Month LIBOR with Floor	2.366%		956		(1,907	)	6/2/27		35,303	SOFR	2.261%		1,586			2,158
12/20/19 (2)	12/19/26		24,365	1 Month LIBOR	1.750%		1,162		—
						$	3,950		(2,858	)						$	4,537			6,575

(1)

Derivatives in an asset position are included within Other assets in the accompanying Consolidated Balance Sheets, while those in a liability position are included within Accounts payable and other liabilities.

~~(2)~~

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

These derivative financial instruments are all interest rate swaps, which are designated and qualify as cash flow hedges. The Company does not use derivatives for trading or speculative purposes and, as of ~~June 30, 2022,~~March 31, 2023, does not have any derivatives that are not designated as hedges.

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

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


Location and Amount of Gain (Loss) Recognized in OCI on Derivative	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					Location and Amount of Gain (Loss) Recognized in OCI on Derivative						Location and Amount of Gain (Loss) Reclassified from AOCI into Income						Total amounts presented in the Consolidated Statements of Operations in which the effects of cash flow hedges are recorded
		Three months ended June 30,						Three months ended June 30,					Three months ended June 30,					Three months ended March 31,						Three months ended March 31,						Three months ended March 31,
(in thousands)		2022		2021				2022		2021			2022		2021			2023			2022			2023			2022			2023		2022
Interest rate swaps		$	4,436		(2,302	)	Interest expense	$	481		1,034	Interest expense, net	$	36,699		35,812		$	(2,736	)		8,968	Interest expense	$	(1,492	)		1,010	Interest expense, net	$	36,393		36,738

		Six months ended June 30,						Six months ended June 30,					Six months ended June 30,
(in thousands)		2022		2021				2022		2021			2022		2021
Interest rate swaps		$	13,404		3,508		Interest expense	$	1,491		2,069	Interest expense, net	$	73,437		72,748

As of ~~June 30, 2022,~~March 31, 2023, the Company expects approximately $~~2.1~~4.7 million of accumulated comprehensive income on derivative instruments in AOCI, including the Company's share from its Investments in real estate partnerships, to be reclassified into earnings during the next 12 months.


7.	Leases

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

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

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

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

2018

REGENCY CENTERS CORPORATION AND REGENCY CENTERS, L.P.

Notes to Unaudited Consolidated Financial Statements

~~June 30, 2022~~March 31, 2023

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


(in thousands)	Three months ended June 30,					Six months ended June 30,					Three months ended March 31,
	2022		2021			2022		2021			2023		2022
Operating lease income
Fixed and in-substance fixed lease income	$	211,838		197,234		$	419,340		393,288		$	219,641		207,502
Variable lease income		67,890		68,661			139,916		132,728			80,780		72,026
Other lease related income, net:
Above/below market rent and tenant rent inducement amortization, net		5,613		6,007			11,302		12,003			5,865		5,689
Uncollectible straight-line rent		2,623		(1,792	)		4,905		(3,827	)		578		2,282
Uncollectible amounts billable in lease income		4,900		6,620			11,046		8,895			1,937		6,146
Total lease income	$	292,864		276,730		$	586,509		543,087		$	308,801		293,645

Lease income for operating leases with fixed payment terms is recognized on a straight-line basis over the expected term of the lease for all leases in which collectibility is considered probable. At lease commencement, the Company generally expects that collectibility of substantially all payments due under the lease is probable due to the Company's credit checks on tenants and other credit worthiness analysis undertaken before entering into a new lease; therefore, income from most operating leases is initially recognized on a straight-line basis. For operating leases in which collectibility of Lease income is not considered probable, Lease income is recognized on a cash basis and all previously recognized straight-line rent receivables are reversed in the period in which the Lease income is determined ~~no longer~~not to be probable of collection. Should collectibility of Lease income become probable again, through evaluation of qualitative and quantitative measures on a tenant by tenant basis, accrual basis accounting resumes and all commencement-to-date straight-line rent is recognized in that period. In addition to the lease-specific collectibility assessment performed under ASC Topic 842, the Company may also recognize a general reserve, as a reduction to Lease income, for its portfolio of operating lease receivables which are not expected to be fully collectible based on the Company's historical collection experience.

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


(in thousands)	June 30, 2022		December 31, 2021		March 31, 2023		December 31, 2022
Tenant receivables	$	21,135	$	27,354	$	21,546		31,486
Straight-line rent receivables		115,427		103,942		130,811		128,214
Other receivables (1)		23,081		21,795		29,222		29,163
Total tenant and other receivables	$	159,643	$	153,091	$	181,579		188,863

(1)

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


8.	Fair Value Measurements

(a) Disclosure of Fair Value of Financial Instruments

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


	June 30, 2022				December 31, 2021				March 31, 2023				December 31, 2022
(in thousands)	Carrying Amount		Fair Value		Carrying Amount		Fair Value		Carrying Amount		Fair Value		Carrying Amount		Fair Value
Financial liabilities:
Notes payable	$	3,737,380		3,525,203		3,718,944		4,103,533	$	3,711,784		3,409,128		3,726,754		3,333,378
Unsecured credit facilities									$	30,000		30,000		—		—

The above fair values represent management's estimate of the amounts that would be received from selling those assets or that would be paid to transfer those liabilities in an orderly transaction between market participants as of ~~June 30, 2022,~~March 31, 2023, and December 31, ~~2021,~~2022, respectively. These fair value measurements maximize the use of observable inputs which are classified within Level 2 of the fair value hierarchy. However, in situations where there is little, if any, market activity for the asset or liability at the measurement date, the fair value measurement reflects the Company's own judgments about the assumptions that market participants would use in pricing the asset or liability.

2119

REGENCY CENTERS CORPORATION AND REGENCY CENTERS, L.P.

Notes to Unaudited Consolidated Financial Statements

~~June 30, 2022~~March 31, 2023

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

(b) Fair Value Measurements

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

Securities

The Company has investments in marketable securities that are included within Other assets on the accompanying Consolidated Balance Sheets. The fair value of the securities was determined using quoted prices in active markets, which are considered Level 1 inputs of the fair value hierarchy. Changes in the value of securities are recorded within Net investment (income) loss ~~(income)~~ in the accompanying Consolidated Statements of Operations, and include unrealized ~~losses~~gains of $~~5.5~~1.6 million and unrealized ~~gains~~losses of $~~1.4~~3.0 million during the three months ended ~~June 30,~~March 31, 2023 and 2022, ~~and 2021, respectively, and unrealized losses of $8.5~~ ~~million and unrealized gains of $1.8~~ ~~million during the six months ended June 30, 2022 and 2021, respectively, on equity securities.~~respectively.

Available-for-Sale Debt Securities

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

2220

REGENCY CENTERS CORPORATION AND REGENCY CENTERS, L.P.

Notes to Unaudited Consolidated Financial Statements

~~June 30, 2022~~March 31, 2023

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


	Fair Value Measurements as of June 30, 2022								Fair Value Measurements as of March 31, 2023
			Quoted Prices in Active Markets for Identical Assets		Significant Other Observable Inputs		Significant Unobservable Inputs					Quoted Prices in Active Markets for Identical Assets		Significant Other Observable Inputs			Significant Unobservable Inputs
(in thousands)	Balance		(Level 1)		(Level 2)		(Level 3)		Balance			(Level 1)		(Level 2)			(Level 3)
Assets:
Securities	$	40,746		40,746		—		—	$	38,788			38,788		—			—
Available-for-sale debt securities		14,439		—		14,439		—		15,179			—		15,179			—
Interest rate derivatives		3,950		—		3,950		—		4,907			—		4,907			—
Total	$	59,135		40,746		18,389		—	$	58,874			38,788		20,086			—
Liabilities:
Interest rate derivatives									$	(370	)		—		(370	)		—

Fair Value Measurements as of December 31, 2021

Quoted Prices in Active Markets for Identical Assets

Significant Other Observable Inputs

Significant Unobservable Inputs

(in thousands)
Balance

(Level 1)

(Level 2)

(Level 3)

Assets:

Securities
$
49,513

49,513

—

—

Available-for-sale debt securities

15,599

—

15,599

—

Interest rate derivatives

—

—

—

—

Total
$
65,112

49,513

15,599

—

Liabilities:

Interest rate derivatives
$
(2,858
)

—

(2,858
)

—

~~The following table presents the placement in the fair value hierarchy of assets and liabilities that are measured at fair value on a nonrecurring basis:~~


	Fair Value Measurements as of December 31, 2021											Fair Value Measurements as of December 31, 2022
			Quoted Prices in Active Markets for Identical Assets		Significant Other Observable Inputs		Significant Unobservable Inputs		Total Gains					Quoted Prices in Active Markets for Identical Assets		Significant Other Observable Inputs		Significant Unobservable Inputs
(in thousands)	Balance		(Level 1)		(Level 2)		(Level 3)		(Losses)			Balance		(Level 1)		(Level 2)		(Level 3)
Operating properties	$	140,500		—		—		140,500		(84,277	)
Assets:
Securities												$	40,089		40,089		—		—
Available-for-sale debt securities													14,492		—		14,492		—
Interest rate derivatives													6,575		—		6,575		—
Total												$	61,156		40,089		21,067		—

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


9.	Equity and Capital

Common Stock of the Parent Company

Dividends Declared

On ~~August~~May 2, ~~2022~~2023, our Board of Directors declared a common stock dividend of $~~0.625~~0.65 per share, payable on ~~October 4, 2022~~July 6, 2023, to shareholders of record as of ~~September 15, 2022~~June 14, 2023.

At the Market ("ATM") Program

Under the Parent Company's ATM equity offering program, the Parent Company ~~may sell~~could have sold up to $~~500~~ ~~million of common stock at prices determined by the market at the time of sale.~~

~~REGENCY CENTERS CORPORATION AND REGENCY CENTERS, L.P.~~

~~Notes to Unaudited Consolidated Financial Statements~~

~~June 30, 2022~~

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

~~As of June 30, 2022,~~ $350.4 million of common stock ~~remained~~ available for ~~issuance under this ATM equity program.~~issuance. No sales occurred during the three months ended March 31, 2023, and the program expired on March 12, 2023.

Share Repurchase Program

~~On February 3, 2021, the Company's Board authorized~~The Company has a common share repurchase program under which ~~the Company~~it may purchase, from time to time, up to a maximum of $250 million of its outstanding common stock through open market purchases, and/or in privately negotiated transactions (referred to as the ~~"Authorized Repurchase~~"Repurchase Program"). ~~Any~~The timing and price of share repurchases, if any will be dependent upon market conditions and other factors. The shares ~~purchased,~~repurchased, if not retired, ~~will~~would be treated as treasury shares. ~~Under the current~~The authorization ~~the Authorized Repurchase Program is set to~~for this repurchase program will expire on February ~~3, 2023~~7, 2025, ~~but may be~~unless modified or earlier terminated ~~at any time at the discretion of~~by the Board. ~~The timing and actual number of shares purchased under the Authorized Repurchase Program depend upon marketplace conditions, liquidity needs, and other factors.~~ ~~NaN~~ ~~shares had been repurchased under the Authorized Repurchase Program prior to or during the three months ended March 31, 2022.~~

During the three months ended ~~June 30, 2022,~~March 31, 2023, the Company executed multiple trades to repurchase ~~1,294,201~~349,519 common shares under the ~~Authorized~~ Repurchase Program for a total of $~~75.4~~20.0 million at a weighted average price of $~~58.25~~57.22 per share. ~~Due to the trade plus two business day settlement requirements, the June 30, 2022 trades representing~~ ~~59,784~~ ~~of these common shares repurchased for $3.5~~ ~~million, did not settle until July 5, 2022 and remained in the Company's outstanding shares as of June 30, 2022.~~ All repurchased shares were retired on the respective settlement dates. At March 31, 2023, $230.0 million remained available under the Repurchase Program.

REGENCY CENTERS CORPORATION AND REGENCY CENTERS, L.P.

Notes to Unaudited Consolidated Financial Statements

March 31, 2023

Common Units of the Operating Partnership

Common units of the ~~operating partnership~~Operating Partnership are issued, or redeemed and retired, for each of the shares of Parent Company common ~~stock~~shares issued or repurchased, ~~and retired,~~ as described above. ~~During the six months ended June 30, 2022,~~ ~~18,613~~ ~~Partnership Units were converted to Parent Company common stock.~~


10.	Stock-Based Compensation

During the ~~six~~three months ended ~~June 30, 2022,~~March 31, 2023, the Company granted ~~272,003~~282,100 shares of restricted stock with a weighted-average grant-date fair value of $~~72.88~~68.87 per share. The Company records stock-based compensation expense within General and administrative expenses in the accompanying Consolidated Statements of Operations, and ~~records~~recognizes forfeitures as they occur.


11.	Earnings per Share and Unit

Parent Company Earnings per Share

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

Three months ended June 30,

Six months ended June 30,

(in thousands, except per share data)

2022

2021

2022

2021

Numerator:

Income attributable to common stockholders - basic

$
104,796

95,490

$
300,024

176,146

Income attributable to common stockholders - diluted

$
104,796

95,490

$
300,024

176,146

Denominator:

Weighted average common shares outstanding for basic EPS

172,064

169,854

171,692

169,812

Weighted average common shares outstanding for diluted EPS

172,424

170,172

172,036

170,065

Income per common share – basic

$
0.61

0.56

$
1.75

1.04

Income per common share – diluted

$
0.61

0.56

$
1.74

1.04

Three months ended March 31,

(in thousands, except per share data)

2023

2022

Numerator:

Income attributable to common shareholders - basic

$
97,281

195,228

Income attributable to common shareholders - diluted

$
97,281

195,228

Denominator:

Weighted average common shares outstanding for basic EPS

171,212

171,312

Weighted average common shares outstanding for diluted EPS (1)

171,494

171,671

Income per common share – basic

$
0.57

1.14

Income per common share – diluted

$
0.57

1.14

~~REGENCY CENTERS CORPORATION AND REGENCY CENTERS, L.P.~~(1)

~~Notes to Unaudited Consolidated Financial Statements~~

~~June 30, 2022~~

Includes the dilutive impact of unvested restricted stock.

Income ~~allocated~~attributable to noncontrolling interests of the Operating Partnership has been excluded from the numerator and ~~exchangeable Operating Partnership~~EOP units have been omitted from the denominator for the purpose of computing diluted earnings per share since the effect of including these amounts in the numerator and denominator would be anti-dilutive. Weighted average ~~exchangeable Operating Partnership~~EOP units outstanding were 741,433 and ~~762,793~~760,046 for the three months ended ~~June 30,~~March 31, 2023 and 2022, ~~and 2021, respectively, and were~~ ~~755,393~~ ~~and~~ ~~763,907~~ ~~for the six months ended June 30, 2022 and 2021,~~ respectively.

Operating Partnership Earnings per Unit

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


	Three months ended June 30,				Six months ended June 30,				Three months ended March 31,
(in thousands, except per share data)	2022		2021		2022		2021		2023		2022
Numerator:
Income attributable to common unit holders - basic	$	105,248		95,922	$	301,339		176,942	$	97,701		196,091
Income attributable to common unit holders - diluted	$	105,248		95,922	$	301,339		176,942	$	97,701		196,091
Denominator:
Weighted average common units outstanding for basic EPU		172,805		170,617		172,448		170,576		171,953		172,072
Weighted average common units outstanding for diluted EPU(1)		173,165		170,935		172,791		170,828		172,235		172,431
Income per common unit – basic	$	0.61		0.56	$	1.75		1.04	$	0.57		1.14
Income per common unit – diluted	$	0.61		0.56	$	1.74		1.04	$	0.57		1.14

(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, 2023


12.	Commitments and Contingencies

Litigation

The Company is involved in litigation on a number of matters, and is subject to other disputes, in each case that arise in the ordinary course of business. While the outcome of any particular lawsuit or dispute cannot be predicted with certainty, in the opinion of management, the Company's currently pending litigation and disputes are not expected to have a material adverse effect on the Company's consolidated financial position, results of operations, or liquidity. Legal fees are expensed as incurred.

Environmental

The Company is subject to numerous environmental laws and ~~regulations pertaining~~regulations. With respect to impact on the Company, these pertain primarily to chemicals historically used by certain current and former dry cleaning tenants, the existence of asbestos in older shopping centers, older underground petroleum storage tanks and other historic land ~~use.~~uses. The Company believes that the ultimate disposition of currently known environmental matters will not have a material effect on its financial position, liquidity, or operations. The Company can give no assurance that existing environmental studies with respect to its shopping centers have revealed all potential environmental contaminants; that its estimate of liabilities will not change as more information becomes available; that any previous owner, occupant or tenant did not create any material environmental condition not known to the Company; that the current environmental condition of the shopping centers will not be affected by tenants and occupants, by the condition of nearby properties, or by unrelated third parties; and that changes in applicable environmental laws and regulations or their interpretation will not result in additional environmental liability to the Company.

Letters of Credit

The Company has the right to issue letters of credit under the Line up to an aggregate amount not to exceed $50.0 million, which reduces the credit availability under the Line. ~~As of June 30, 2022 and December 31, 2021, the Company had $9.4~~ ~~million in letters of credit outstanding.~~ These letters of credit are primarily issued as collateral on behalf of its captive insurance ~~program~~subsidiary and to facilitate the construction of development projects. As of March 31, 2023 and December 31, 2022, the Company had $9.4 million in letters of credit outstanding.

2523

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 ~~SEC filings.~~Securities and Exchange Commission ("SEC") filings, our Annual Report on Form 10-K for the year ended December 31, 2022 ("2022 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 ~~Annual Report on~~2022 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 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 ~~performance~~ 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 ~~performance~~ 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 ~~financial~~ measures is that they may exclude significant expense and income items that are required by GAAP to be recognized in our ~~consolidated financial statements.~~Consolidated Financial Statements. In addition, they reflect the exercise of ~~management’s~~management's judgment about which expense and income items are excluded or included in determining these non-GAAP ~~financial~~ measures. In order to compensate for these limitations, reconciliations of the non-GAAP ~~financial~~ measures we use to their most directly comparable GAAP measures are provided. Non-GAAP ~~financial~~ 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:~~results, and are included in this document:

•

Core Operating Earnings is an additional performance measure we use because the computation of Nareit 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 above and below market rent amortization, straight-line rents, and amortization of mark-to-market debt adjustments, and (iv) other amounts as they occur. We provide reconciliations of both Net ~~income attributable~~Income Attributable to ~~common stockholders~~Common Shareholders to Nareit FFO and Nareit FFO to Core Operating Earnings.

•

Development Completion is a ~~property~~Property in ~~development~~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 the following calendar year.~~Property.

•

Fixed Charge Coverage Ratio is defined as Operating EBITDAre divided by the sum of the gross interest and scheduled mortgage principal paid to our lenders.

•

Nareit EBITDAre is a measure of REIT performance, which the National Association of Real Estate Investment Trusts ("Nareit") defines as net income, computed in accordance with GAAP, excluding (i) interest expense, (ii) income tax expense, (iii) depreciation and amortization, (iv) gains on sales of real estate, (v) impairments of real estate, and (vi) adjustments to reflect the Company's share of unconsolidated partnerships and joint ventures.

•

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 ~~Stockholders~~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.

•

Operating EBITDAre begins with Nareit EBITDAre and excludes certain non-cash components of earnings derived from above and below market rent amortization and straight-line rents. We provide a reconciliation of Net income to Nareit EBITDAre to Operating EBITDAre.

•

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 ~~other REITs'~~our operating results to ~~ours~~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 investment 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~~Property in ~~redevelopment~~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 ~~its~~ operations as a publicly-traded REIT in ~~1993,~~1993. All of our operating, investing, and asfinancing activities are performed through our Operating Partnership, Regency Centers, L.P. and its wholly-owned subsidiaries, and through our co-investment partnerships. As of ~~June 30, 2022,~~March 31, 2023, the Parent Company owns approximately 99.6% of the outstanding common partnership units of the Operating Partnership.

We are a preeminent national owner, operator, and developer of shopping centers located in suburban trade areas with compelling demographics. As of March 31, 2023, we had full or partial ownership interests in 404 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 51.1 million square feet ("SF") of gross leasable area ("GLA"). 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 co-investment partnerships. As of June 30, 2022, the Parent Company owns approximately 99.6% of the outstanding common partnership units of the Operating Partnership.

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 to their neighborhoods, communities, and customers.

Our values:

•

We are our people: Our people are our greatest asset, and we believe a talented team from differing backgrounds and experiences make 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 primarily anchored by market leading grocers and principally located in suburban trade areas in the ~~country’s~~ most desirable metro ~~areas.~~areas in the United States. We expect 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 ~~net operating income ("NOI");~~NOI;

•

Maintain an industry leading and disciplined development and redevelopment platform to create exceptional retail centers that deliver ~~higher returns as compared to acquisitions;~~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;

•

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

•

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

Risks and Uncertainties

The success of our tenants in operating their businesses and their ability to pay rent continue to be significantly influenced by many challenges, including the impact of inflation, labor shortages, and supply chain constraints. Additionally, macroeconomic and geopolitical risks create challenges that may exacerbate current market conditions in the United States. The policies utilized to address these issues, including raising interest rates, could result in adverse impacts on the U.S. economy, including a slowing of growth and potentially a recession, thereby impacting our tenants' businesses and/or decreasing future demand for space in our shopping centers. Refer to Item 1, Note 1 to Unaudited Consolidated Financial Statements.

Please also refer to the Company's Annual Report on Form 10-K for the year ended December 31, ~~2021, for additional discussion of the impact of the COVID-19 pandemic on the Company’s business~~2022, including, without limitation, ~~refer to~~ the Risk Factors discussed in Item 1A of Part I ~~thereof.~~thereof, and the Risk Factors described in Part II, Item 1A of this Form 10-Q.

Executing on our Strategy

During the ~~six~~three months ended ~~June 30, 2022,~~March 31, 2023, we had Net income attributable to common ~~stockholders~~shareholders of ~~$300.0~~$97.3 million as compared to $195.2 million during the three months ended March 31, 2022, which ~~includes~~included gains on sale of real estate of ~~$106.2 million, as compared to $176.1 million during the six months ended June 30, 2021.~~$101.9 million.

During the ~~six~~three months ended ~~June 30, 2022:~~March 31, 2023:

•

Our Pro-rata same property NOI, excluding termination fees, ~~increased 4.1%~~grew 2.5%, as compared to the ~~six~~three months ended ~~June 30, 2021,~~March 31, 2022, primarily attributable to ~~continued improvement in collections of lease income from cash basis tenants, combined with~~ improvements in base rent from increases in year over year occupancy rates, contractual rent steps in existing leases, and positive rent spreads on new and renewal leases.

•

We executed ~~934~~405 new and renewal leasing transactions representing ~~3.2~~1.1 million Pro-rata SF with positive rent spreads of 5.5% during the ~~six~~three months ended ~~June 30, 2022 as~~March 31, 2023, compared to ~~986~~459 leasing transactions representing ~~3.0~~1.9 million Pro-rata SF with positive rent spreads of 6.5% during the ~~six~~three months ended ~~June 30, 2021. Rent spreads for the trailing twelve months ended June 30, 2022 were positive 8.3%.~~March 31, 2022. Rent spreads are calculated on all executed leasing transactions for comparable Retail Operating Property ~~space,~~spaces, including spaces vacant greater than ~~twelve~~12 months.

•

At ~~June 30, 2022,~~March 31, 2023, December 31, ~~2021,~~2022, and ~~June 30, 2021~~March 31, 2022 our total property portfolio was ~~94.2%~~94.9%, ~~94.1%~~94.8%, and ~~92.5%~~93.9% leased, respectively. At ~~June 30, 2022,~~March 31, 2023, December 31, ~~2021,~~2022, and ~~June 30, 2021~~March 31, 2022 our Same Property portfolio was ~~94.5%~~95.1%, ~~94.3%~~95.1%, and ~~92.9%~~94.3% 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 total ~~$389.6~~$302.5 million at ~~June 30, 2022 as~~March 31, 2023, compared to ~~$307.3~~$300.9 million at December 31, ~~2021.~~2022, as further discussed within Liquidity and Capital Resources.

•

~~Redevelopment~~Development and redevelopment projects completed during ~~2022~~2023 represent ~~$21.0~~$1.6 million of estimated net project cost, with ~~a weighted~~an average ~~incremental~~ stabilized yield of 8%21%.

We ~~maintain a conservative balance sheet in order to provide~~maintained liquidity and financial flexibility to cost effectively fund investment opportunities and debt maturities:

•

During April 2022, we settled and issued 984,618 common shares under forward sale agreements at a weighted average price of $64.59, before any underwriting discount and offering expenses. Net proceeds received at settlement were approximately $61.3 million and were used to fund acquisitions.

•

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

•

We have no unsecured debt maturities until June 2024 and a manageable level of secured mortgage maturities during the next ~~twelve~~12 months, including mortgages within our real estate partnerships.

•

At ~~June 30, 2022,~~March 31, 2023, our Pro-rata net debt-to-operating EBITDAre ratio on a trailing ~~twelve~~12 month basis was ~~5.0x as~~4.9x compared to ~~5.1x~~5.0x at December 31, ~~2021.~~2022.

Property Portfolio

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


(GLA in thousands)	June 30, 2022	December 31, 2021	March 31, 2023	December 31, 2022
Number of Properties	308	302	308	308
GLA	38,639	37,864	38,826	38,834
% Leased – Operating and Development	94.3%	94.0%	94.8%	94.8%
% Leased – Operating	94.6%	94.1%	94.9%	94.9%
Weighted average annual effective rent per square foot ("PSF"), net of tenant concessions.	$23.52	$23.17	$24.13	$23.95

The following table summarizes general information related to the ~~Unconsolidated Properties~~unconsolidated properties owned in co-investment partnerships in our portfolio:


(GLA in thousands)	June 30, 2022	December 31, 2021	March 31, 2023	December 31, 2022
Number of Properties	96	103	96	96
GLA	12,463	13,300	12,311	12,311
% Leased – Operating and Development	93.3%	93.9%	95.2%	94.8%
% Leased –Operating	93.4%	93.9%	95.3%	94.8%
Weighted average annual effective rent PSF, net of tenant concessions	$22.85	$22.37	$23.32	$23.15

~~For the purpose of the following disclosures of occupancy and leasing activity, "anchor space" is considered space greater than or equal to 10,000 SF and "shop space" is less than 10,000 SF.~~

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

June 30, 2022

December 31, 2021
% Leased – All Properties
94.2%

94.1%
Anchor space
96.5%

97.0%
Shop space
90.3%

89.2%


	March 31, 2023	December 31, 2022
Percent Leased – All Properties	94.9%	94.8%
Anchor Space (spaces ≥ 10,000 SF)	96.8%	96.8%
Shop Space (spaces < 10,000 SF)	91.7%	91.5%

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


	Six months ended June 30, 2022										Three months ended March 31, 2023
	Leasing Transactions		SF (in thousands)		Base Rent PSF		Tenant Allowance and Landlord Work PSF		Leasing Commissions PSF		Leasing Transactions		SF (in thousands)		Base Rent PSF		Tenant Allowance and Landlord Work PSF		Leasing Commissions PSF
Anchor Leases
Anchor Space Leases
New		11		372	$	12.94	$	10.42	$	5.65		6		67	$	14.24	$	41.74	$	7.69
Renewal		49		1,227		18.85		1.50		0.11		18		399		15.01		0.40		0.19
Total Anchor Leases		60		1,599	$	17.47	$	3.57	$	1.40
Shop Space
Total Anchor Space Leases												24		466	$	14.90	$	6.37	$	1.27
Shop Space Leases
New		278		510	$	38.71	$	37.70	$	11.61		121		217	$	36.88	$	33.10	$	12.21
Renewal		596		1,103		36.52		1.75		0.82		260		447		35.20		0.75		0.54
Total Shop Space Leases		874		1,613	$	37.21	$	13.12	$	4.24		381		664	$	35.75	$	11.33	$	4.36
Total Leases		934		3,212	$	27.39	$	8.37	$	2.83		405		1,130	$	27.14	$	9.28	$	3.08


	Six months ended June 30, 2021										Three months ended March 31, 2022
	Leasing Transactions		SF (in thousands)		Base Rent PSF		Tenant Allowance and Landlord Work PSF		Leasing Commissions PSF		Leasing Transactions		SF (in thousands)		Base Rent PSF		Tenant Allowance and Landlord Work PSF		Leasing Commissions PSF
Anchor Leases
Anchor Space Leases
New		13		188	$	14.61	$	40.97	$	6.03		6		280	$	9.50	$	8.76	$	6.70
Renewal		55		1,214		14.23		0.22		0.21		34		851		16.18		0.54		0.08
Total Anchor Leases		68		1,402	$	14.28	$	5.69	$	0.99
Shop Space
Total Anchor Space Leases												40		1,131	$	14.53	$	2.57	$	1.71
Shop Space Leases
New		272		447	$	32.78	$	24.87	$	9.62		133		243	$	38.90	$	39.24	$	11.51
Renewal		646		1,180		33.28		1.89		0.56		286		537		36.52		2.34		0.73
Total Shop Space Leases		918		1,627	$	33.14	$	8.20	$	3.05		419		780	$	37.26	$	13.85	$	4.09
Total Leases		986		3,029	$	24.41	$	7.04	$	2.10		459		1,911	$	23.81	$	7.17	$	2.68

The weighted-average base rent PSF on signed Shop Space leases during 2023 was $35.75 PSF, which is consistent with the $35.67 PSF weighted average annual base rent ~~("ABR") per square foot on signed shop space leases during 2022 was $37.21~~ PSF ~~which is higher than the ABR rent per square foot~~ of all ~~shop space~~Shop Space leases due to expire during the next 12 ~~months of $33.50 PSF.~~months. New and renewal rent spreads, ~~on a trailing twelve month basis were positive at 8.3% as~~ compared to prior rents on ~~those~~these same ~~spaces; however,~~spaces leased, were positive at 5.5% for the ~~United States economy, as well as specific geographic markets~~three months ended March 31, 2023, compared to 6.5% for the three months ended March 31, 2022.

The success of our tenants in operating their businesses and their corresponding ability to pay us rent continue to be significantly impacted by current economic challenges, which ~~we operate, could face a challenging economic environment should pressures such as high~~increase their cost of doing business, including, but not limited to, inflation, labor shortages, ~~and~~ supply chain constraints, ~~persist long term.~~increasing energy prices, and interest rates. Additionally, macroeconomic and geopolitical risks create challenges that may exacerbate current market conditions in the United States.

~~In addition, measures intended to contain or reduce inflation, such as increasing interest rates,~~These economic conditions could ~~also~~ adversely impact our volume of leasing activity, leasing spreads, and financial results generally, ~~and~~as well as adversely affect the business and financial results of our tenants. The aggregate impacts of these current economic challenges ~~including a slowing of growth and potentially a recession, could have an adverse effect on our tenants and~~ may also negatively affect the overall market for retail space, ~~including~~resulting in decreased demand for space in our centers. This, in turn, could result in ~~pricing~~downward pressure on rents that we are able to charge to new or renewing tenants, such that future new and renewal rent spreads could be ~~negatively impacted.~~adversely impacted as tenants look to manage their total occupancy costs. Further, we may experience higher costs for tenant buildouts, as costs of materials and labor ~~are increasing~~may increase and supply and availability of both ~~have tightened.~~may become more limited.

Significant Tenants and Concentrations of Risk

We seek to reduce our operating and leasing risks through geographic diversification of our properties and by avoiding dependence on any single property, market, or tenant. Based on percentage of annualized base rent, the following table summarizes our most significant tenants, ~~with ABR greater than 2%,~~ of which four of the top five are grocers:


	June 30, 2022				March 31, 2023
Tenant	Number of Stores		Percentage of Company- owned GLA (1)	Percentage of ABR (1)	Number of Stores		Percentage of Company- owned GLA (1)	Percentage of Annual Base Rent (1)
Publix		67	7.1%	3.3%		66	7.0%	3.2%
Kroger Co.		53	7.3%	3.2%		53	7.3%	3.1%
Albertsons Companies, Inc.		46	4.7%	3.0%		46	4.7%	3.0%
Amazon/Whole Foods		36	2.9%	2.7%		36	2.9%	2.7%
TJX Companies, Inc.		63	3.6%	2.6%		63	3.6%	2.6%

(1)

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

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 ~~diversification,~~mix, replacing ~~weaker~~less successful tenants with stronger operators, anchoring our centers with market leading grocery stores that drive customer traffic, and maintaining a presence 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 ~~set forth in~~derived from long-term lease contracts, tenants ~~who~~that file 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, 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 bankruptcy and ~~cancels~~rejects its leases, we could experience a significant reduction in our revenues. Tenants who are currently in bankruptcy and continue to occupy space in our shopping centers represent an aggregate of 1.1% of our Pro-rata annual base rent, of which 0.5% is related to Bed Bath and Beyond.

3230

Results from Operations

Comparison of the three months ended ~~June 30, 2022~~March 31, 2023 and ~~2021:~~2022:

Our revenues changed as summarized in the following table:


	Three months ended June 30,							Three months ended March 31,
(in thousands)	2022		2021		Change			2023		2022		Change
Lease income
Base rent	$	204,353		189,689		14,664		$	212,930		199,252		13,678
Recoveries from tenants		68,464		68,248		216			71,226		67,774		3,452
Percentage rent		751		749		2			7,030		4,948		2,082
Uncollectible lease income		4,900		6,620		(1,720	)		1,937		6,146		(4,209	)
Other lease income		3,310		4,265		(955	)		7,216		3,825		3,391
Straight line rent		5,473		1,152		4,321
Straight-line rent									2,597		6,011		(3,414	)
Above / below market rent amortization		5,613		6,007		(394	)		5,865		5,689		176
Total lease income	$	292,864		276,730		16,134		$	308,801		293,645		15,156
Other property income		2,720		3,074		(354	)		3,138		3,104		34
Management, transaction, and other fees		6,499		7,355		(856	)		6,038		6,684		(646	)
Total revenues	$	302,083		287,159		14,924		$	317,977		303,433		14,544

~~Lease~~Total lease income increased ~~$16.1~~$15.2 million ~~on a net basis,~~ driven by the following contractually billable components of rent to the tenants per the lease agreements:

•

$~~14.7~~13.7 million increase from billable Base rent, as follows:

$~~5.3~~786,000 increase from rent commencing at development properties;

$1.9 million increase from acquisitions of operating ~~properties as well as from rent commencements at development~~ properties; and

$11.1 million net increase from same properties, ~~particularly from~~including a ~~$5.3~~$2.0 million increase related to our acquisition and resulting consolidation of ~~the eleven~~four properties previously held in ~~the USAA and RegCal partnerships,~~an unconsolidated partnership during 2022, and a ~~$5.8~~$9.1 million net increase in the remaining same properties due to increases from occupancy, rent steps in existing leases, and positive rental spreads on new and renewal ~~leases;~~leases as well as redevelopment projects completing and operating; partially offset by

$~~1.7 million~~119,000 decrease from the sale of operating properties.

•

$~~1.7~~3.5 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, on a net basis, from the following:

$585,000 increase from acquisition of operating properties and rents commencing at development properties; and

$2.9 million net increase from same properties due to higher operating costs in the current year; partially offset by

$35,000 decrease from the sale of operating properties.

•

$2.1 million increase in Percentage rent due to increases in tenant sales.

•

$4.2 million decrease from changes in Uncollectible lease income.

~~During~~ While we continue to see improvements in our collection rates, our 2023 collections of COVID-19 related reserves have been lower than our 2022 experience resulting in reduced Uncollectible lease income was a net positive $4.9 million driven by $5.5 million collection of prior period reserves on cash basis tenants and the $845,000 positive impact of lease modification agreements offset by the $1.4 million reserve recognized on current period billings.

During 2021, Uncollectible lease income was a net positive $6.6 million driven by $10.4 million collection of prior period reserves on cash basis tenants exceeding $3.8 million reserve recognized on current period billings.year over year.

•

$~~1.0~~3.4 million ~~decrease~~increase in Other lease income primarily due to ~~a decrease~~an increase in lease termination fees.

•

$~~4.3~~3.4 million ~~increase~~decrease in Straight-line rent due to higher 2022 levels of reinstating straight-line ~~rent~~rents from ~~a reduction in~~former cash basis tenants ~~identified in 2022 as compared to 2021, as well as re-establishing $3.1 million of straight-line rent receivables related to converting previously identified cash basis tenants back~~upon returning to accrual ~~basis as we now consider collections from these tenants as probable.~~basis.

Management, transaction, and other fees decreased ~~$856,000~~$646,000 primarily ~~from reductions~~due to decreases in leasing commissions and construction and property management fees ~~due to sales and buyouts~~resulting from a smaller portfolio of properties within our ~~NYC, USAA and RegCal unconsolidated partnerships, as well as a reduction in debt placement fees.~~co-investment partnerships.

3331

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


	Three months ended June 30,							Three months ended March 31,
(in thousands)	2022		2021		Change			2023			2022		Change
Depreciation and amortization	$	79,350		74,217		5,133		$	82,707			77,842		4,865
Operating and maintenance		47,750		46,566		1,184
Property operating expense									51,022			46,461		4,561
Real estate taxes									38,477			36,869		1,608
General and administrative		17,645		19,187		(1,542	)		25,280			18,792		6,488
Real estate taxes		36,700		35,447		1,253
Other operating expenses		617		1,177		(560	)
Other operating (income) expenses									(497	)		2,173		(2,670	)
Total operating expenses	$	182,062		176,594		5,468		$	196,989			182,137		14,852

Depreciation and amortization costs increased ~~$5.1~~$4.9 million, on a net basis, as follows:

•

$~~3.6~~1.5 million increase from acquisitions of operating properties and ~~corporate assets, as well as from~~ development properties where tenant spaces became available for ~~occupancy;~~occupancy, offset by decreases in corporate asset depreciation and the sale of operating properties; and

•

$~~1.7~~3.4 million increase from same properties, primarily related to redevelopment ~~projects; offset by~~

•

~~$196,000 decrease from the sale of operating properties.~~projects.

~~Operating and maintenance costs~~Property operating expense increased ~~$1.2~~$4.6 million, on a net basis, as follows:

•

$~~562,000 net~~263,000 increase from development properties where tenant spaces became available for occupancy;

•

$1.0 million increase from acquisitions of operating ~~properties and from development~~ properties; and

•

$~~1.2~~3.4 million increase from same properties primarily attributable to an increase in ~~costs associated with general property maintenance,~~recoverable common area and tenant ~~utilities, and association fees as our centers return to customary operating levels, as well as additional security~~related costs; partially offset by

•

$~~576,000~~67,000 decrease from the sale of operating properties.

Real estate taxes increased $1.6 million, on a net basis, as follows:

•

$102,000 increase from developments where capitalization ceased and spaces became available for occupancy;

•

$586,000 increase from acquisitions of operating properties; and

•

$962,000 net increase from same properties including $420,000 increase related to our acquisition and resulting consolidation of four properties previously held in an unconsolidated partnership; partially offset by

•

$41,000 decrease from the sale of operating properties.

General and administrative costs ~~decreased $1.5~~increased $6.5 million, on a net basis, as follows:

•

$~~6.5~~3.7 million net ~~decrease~~increase due to changes in the value of participant obligations within the deferred compensation plan, attributable to changes in market values of those investments, reflected within Net investment income; ~~offset by~~

•

~~$2.9 million increase in compensation costs;~~

•

$1.6 million net increase in ~~other corporate overhead~~compensation costs primarily driven by ~~travel~~performance based incentive compensation and ~~entertainment costs returning to more customary levels; and~~annual base salary increases;

•

$~~387,000~~650,000 increase due to lower development overhead capitalization based on the ~~status~~timing and progress of our development and redevelopment ~~projects.~~projects; and

~~Real estate taxes increased $1.3 million, on a~~•

$566,000 net ~~basis, from acquisitions of operating properties, as well as from developments where capitalization ceased~~increase in other corporate overhead costs driven by increases in professional fees and ~~spaces became available for occupancy.~~

travel related costs.

Other operating (income) expenses ~~decreased $559,000~~had a favorable change of $2.7 million, primarily ~~attributable~~due to ~~decreases in federal taxes and~~a $1.6 million fee for the cancelation of a land contract related to a development ~~pursuit costs.~~pursuit. The remaining $1.1 million favorable change is driven by higher 2022 expenses for environmental remediation costs at one of our operating properties.

3432

The following table presents the components of ~~other~~Other expense (income):

Three months ended June 30,

(in thousands)

2022

2021

Change

Interest expense, net

Interest on notes payable

$
37,274

36,390

884

Interest on unsecured credit facilities

495

479

16

Capitalized interest

(1,019
)

(1,016
)

(3
)
Hedge expense

109

109

—

Interest income

(160
)

(150
)

(10
)
Interest expense, net

$
36,699

35,812

887

Provision for impairment of real estate, net of tax

—

135

(135
)
Gain on sale of real estate, net of tax

(4,291
)

(19,781
)

15,490

Net investment income

5,468

(1,998
)

7,466

Total other expense (income)

$
37,876

14,168

23,708

~~The $887,000 net increase in Interest expense is primarily driven by an increase in mortgage interest expense from recently acquired properties.~~


	Three months ended March 31,
(in thousands)	2023			2022			Change
Interest expense, net
Interest on notes payable	$	36,909			37,087			(178	)
Interest on unsecured credit facilities		987			480			507
Capitalized interest		(1,250	)		(795	)		(455	)
Hedge expense		109			109			—
Interest income		(362	)		(143	)		(219	)
Interest expense, net	$	36,393			36,738			(345	)
Gain on sale of real estate, net of tax		(250	)		(101,948	)		101,698
Net investment loss (income)		(1,727	)		2,494			(4,221	)
Total other expense (income)	$	34,416			(62,716	)		97,132

During the three months ended ~~June 30,~~March 31, 2023, we recognized gains on sale of $250,000 for one land parcel. During the three months ended March 31, 2022, we recognized gains on sale of ~~$4.3 million for two land parcels. During the three months ended June 30, 2021, we recognized gains on sale of $19.8~~$101.9 million from one land parcel and one operating ~~property and the receipt of property insurance proceeds.~~property.

Net investment income ~~decreased $7.5~~increased $4.2 million, primarily driven by ~~realized~~favorable changes in unrealized gains and ~~unrealized~~ losses ~~during 2022~~ on investments held in the ~~non-qualified~~ deferred compensation plan and our captive insurance company. There is an offsetting ~~charge~~$3.7 million expense in General and administrative costs related to participant obligations within the deferred compensation plans.

~~Our~~Total equity in income of investments in real estate partnerships ~~increased~~changed as follows:


			Three months ended June 30,									Three months ended March 31,
(in thousands)		Regency's Ownership	2022		2021			Change			Regency's Ownership	2023			2022		Change
GRI - Regency, LLC (GRIR)		40.00%	$	9,031		8,313			718		40.00%	$	9,130			9,373		(243	)
New York Common Retirement Fund (NYC)(1)		30.00%		8,945		(923	)		9,868		30.00%		(6	)		266		(272	)
Columbia Regency Retail Partners, LLC (Columbia I)		20.00%		422		500			(78	)	20.00%		458			521		(63	)
Columbia Regency Partners II, LLC (Columbia II)		20.00%		361		490			(129	)	20.00%		528			557		(29	)
Columbia Village District, LLC		30.00%		434		382			52		30.00%		453			266		187
RegCal, LLC (RegCal) ~~(1)~~(2)		25.00%		3,625		431			3,194		25.00%		118			626		(508	)
US Regency Retail I, LLC (USAA) (2)		20.01%		—		316			(316	)
Other investments in real estate partnerships		31.00% - 50.00%		1,024		(9,074	)		10,098		35.00% - 50.00%		1,235			1,195		40
Total equity in income of investments in real estate partnerships	Total equity in income of investments in real estate partnerships		$	23,842		435			23,407			$	11,916			12,804		(888	)

(1)

On May 25, 2022, the NYC partnership sold its remaining two properties and distributed sales proceeds to its members. Dissolution will follow final distributions, which are expected in 2023.

(2)

On April 1, 2022, we acquired our partner's 75% share in four properties held in the RegCal partnership for a total purchase price of $88.5 million; therefore results following the date of acquisition are included in consolidated results. A single operating property remains within RegCal, LLC, at ~~June 30, 2022.~~

~~(2)~~

On August 1, 2021, we acquired our partner's 80% interest in the seven properties held in the USAA partnership; therefore, results following the date of acquisition are included in consolidated results.March 31, 2023.

The ~~$23.4 million increase~~$888,000 decrease in our ~~equity~~Equity in income of investments in real estate partnerships iswas largely attributable to ~~the following changes:~~

•

~~$9.9 million increase~~a smaller portfolio of properties within ~~NYC, primarily due to a gain on the sale of two operating properties;~~

•our co-investment partnerships.

~~$3.2 million increase within RegCal, primarily due to a gain on sale of one operating property; and~~

•

~~$10.1 million increase within Other investments in real estate partnerships, primarily from the impairment of a single property partnership that occurred during 2021.~~

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


	Three months ended June 30,									Three months ended March 31,
(in thousands)	2022			2021			Change			2023			2022			Change
Net income	$	105,987			96,832			9,155		$	98,488			196,816			(98,328	)
Income attributable to noncontrolling interests		(1,191	)		(1,342	)		151			(1,207	)		(1,588	)		381
Net income attributable to common stockholders	$	104,796			95,490			9,306
Net income attributable to common shareholders										$	97,281			195,228			(97,947	)
Net income attributable to exchangeable operating partnership units		(452	)		(432	)		(20	)		(420	)		(863	)		443
Net income attributable to common unit holders	$	105,248			95,922			9,326		$	97,701			196,091			(98,390	)

~~Results from Operations~~

~~Comparison of the six months ended June 30, 2022 and 2021:~~

~~Our revenues changed as summarized in the following table:~~

Six months ended June 30,

(in thousands)

2022

2021

Change

Lease income

Base rent

$
403,605

378,169

25,436

Recoveries from tenants

136,238

130,845

5,393

Percentage rent

5,699

4,115

1,584

Uncollectible lease income

11,046

8,895

2,151

Other lease income

7,135

7,027

108

Straight line rent

11,484

2,033

9,451

Above / below market rent amortization

11,302

12,003

(701
)
Total lease income

$
586,509

543,087

43,422

Other property income

5,824

5,027

797

Management, transaction, and other fees

13,183

13,748

(565
)
Total revenues

$
605,516

561,862

43,654

~~Lease income increased $43.4 million, on a net basis, driven by the following contractually billable components of rent to the tenants per the lease agreements:~~

•

~~$25.4 million increase from billable Base rent, as follows:~~

~~$1.2 million net increase from rent commencements at development properties;~~

~~$9.1 million increase from acquisitions of operating properties; and~~

$19.5 million net increase from same properties, particularly from a $8.6 million increase related to our acquisition and resulting consolidation of the eleven properties previously held in the USAA and RegCal partnerships, and a $10.9 million net increase in the remaining same properties due to increases from occupancy, rent steps in existing leases, and positive rental spreads on new and renewal lease; offset by

~~$4.3 million decrease from the sale of operating properties.~~

•

$5.4 million increase from contractual Recoveries from tenants, which represents the tenants' Pro-rata share of the operating, maintenance, insurance and real estate tax expenses that we incur to operate our shopping centers. Recoveries from tenants increased, on a net basis, primarily from the following:

~~$3.9 million increase from acquisition of operating properties and rent commencing at development properties; and~~

~~$2.7 million net increase from same properties due to higher real estate tax recoveries; offset by~~

~~$1.2 million decrease from the sale of operating properties.~~

•

~~$1.6 million increase in percentage rent primarily due to improvements in tenant sales.~~

•

~~$2.2 million increase from favorable changes in Uncollectible lease income.~~

3633

During 2022, Uncollectible lease income was a net positive $11.0 million driven by $14.1 million collection of prior period reserves on cash basis tenants and the $1.8 million positive impact of lease modification agreements offset by the $4.9 million reserve recognized on current period billings.

During 2021, Uncollectible lease income was a net positive $8.9 million driven by $29.5 million collection of prior period reserves on cash basis tenants offset by $20.6 million reserved on 2021 billings.

•

$9.5 million increase in straight-line rent from a reduction in cash basis tenants identified in 2022 as compared to 2021, as well as re-establishing $6.7 million of straight-line rent receivables related to converting previously identified cash basis tenants back to accrual basis as we now consider collections from these tenants as probable.

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

Six months ended June 30,

(in thousands)

2022

2021

Change

Depreciation and amortization

$
157,192

151,476

5,716

Operating and maintenance

94,211

92,148

2,063

General and administrative

36,437

40,474

(4,037
)
Real estate taxes

73,569

71,613

1,956

Other operating expenses

2,790

1,875

915

Total operating expenses

$
364,199

357,586

6,613

~~Depreciation and amortization costs increased $5.7 million, on a net basis, as follows:~~

•

$6.8 million increase from acquisitions of operating properties, as well as from development properties where tenant spaces became available for occupancy, offset by decreases in corporate asset depreciation; and

•

~~$1.1 million increase from same properties, primarily related to redevelopment projects; offset by~~

•

~~$2.2 million decrease from the sale of operating properties.~~

~~Operating and maintenance costs increased $2.1 million, on a net basis, as follows:~~

•

~~$1.9 million net increase from acquisitions of operating properties and from development properties; and~~

•

$3.2 million increase from same properties primarily attributable to higher insurance premiums and additional security costs, as well as an increase in costs associated with general property maintenance and landscaping as our centers return to customary operating levels; offset by

•

~~$3.0 million decrease from the sale of operating properties.~~

~~General and administrative costs decreased $4.0 million, on a net basis, as follows:~~

•

$9.9 million net decrease due to changes in the value of participant obligations within the deferred compensation plan, attributable to changes in market values of those investments, reflected within Net investment income; offset by

•

~~$3.5 million net increase in compensation costs primarily driven by performance based incentive compensation;~~

•

~~$1.9 million net increase in other corporate overhead costs primarily driven by travel and entertainment costs returning to customary levels; and~~

•

~~$435,000 increase due to lower development overhead capitalization based on the timing and progress of our development and redevelopment projects.~~

~~Real estate taxes increased $2.0 million, on a net basis, as follows:~~

•

~~$2.4 million increase from acquisitions of operating properties, as well as from developments where capitalization ceased and spaces became available for occupancy; and~~

•

$364,000 net increase at same properties including $1.4 million increase related to our acquisition and resulting consolidation of the eleven properties previously held in the USAA and RegCal partnerships, offset by $1.0 million decrease at various properties within the portfolio from lower assessed values; offset by

•

~~$834,000 decrease from the sale of operating properties.~~

~~The following table presents the components of other expense (income):~~

Six months ended June 30,

(in thousands)

2022

2021

Change

Interest expense, net

Interest on notes payable

$
74,361

73,625

736

Interest on unsecured credit facilities

975

1,077

(102
)
Capitalized interest

(1,815
)

(1,865
)

50

Hedge expense

219

219

—

Interest income

(303
)

(308
)

5

Interest expense, net

$
73,437

72,748

689

Provision for impairment of real estate, net of tax

—

135

(135
)
Gain on sale of real estate, net of tax

(106,239
)

(31,479
)

(74,760
)
Net investment loss (income)

7,962

(3,484
)

11,446

Total other expense (income)

$
(24,840
)

37,920

(62,760
)

During the six months ended June 30, 2022, we recognized gains on sale of $106.2 million for three land parcel and one operating property. During the six months ended June 30, 2021, we recognized gains on sale of $31.5 million from one land parcel and five operating properties.

Net investment income decreased $11.4 million primarily driven by realized and unrealized losses during 2022 of investments held in the non-qualified deferred compensation plan and our captive insurance company. There is an offsetting charge in General and administrative costs related to participant obligations within the deferred compensation plans.

~~Our equity in income of investments in real estate partnerships increased as follows:~~

Six months ended June 30,

(in thousands)

Regency's
Ownership

2022

2021

Change

GRI - Regency, LLC (GRIR)

40.00%

$
18,404

15,933

2,471

New York Common Retirement Fund (NYC)

30.00%

9,211

(139
)

9,350

Columbia Regency Retail Partners, LLC (Columbia I)

20.00%

943

932

11

Columbia Regency Partners II, LLC (Columbia II)

20.00%

918

1,001

(83
)
Columbia Village District, LLC

30.00%

700

686

14

RegCal, LLC (RegCal) (1)

25.00%

4,251

956

3,295

US Regency Retail I, LLC (USAA) (2)

20.01%

—

550

(550
)
Other investments in real estate partnerships

35.00% - 50.00%

2,219

(7,818
)

10,037

Total equity in income of investments in real estate partnerships

$
36,646

12,101

24,545

~~(1)~~

We acquired our partner's 75% share in four properties held in the RegCal partnership for a total purchase price of $88.5 million on April 1, 2022; therefore results following the date of acquisition are included in consolidated results. A single operating property remains within RegCal, LLC, at June 30, 2022.

~~(2)~~

~~We acquired our partner's 80% interest in the seven properties held in the USAA partnership on August 1, 2021; therefore results following the date of acquisition are included in consolidated results.~~

~~The $24.5 million increase in our equity in income of investments in real estate partnerships is largely attributable to the following changes:~~

•

~~$2.5 million increase within GRIR primarily due to continued improvements in tenant rent collections and re-instating straight-line rent on certain tenants returning to accrual basis;~~

•

~~$9.4 million increase within NYC, primarily due to gains on the sale of two operating properties during 2022, as well as an increase due to the loss on sale of an operating property during 2021;~~

•

~~$3.3 million increase within RegCal, primarily due to a gain on sale of one operating property; and~~

•

~~$10.0 million increase within Other investments in real estate partnerships, primarily from the impairment of a single property partnership that occurred during 2021 and has since been sold.~~

~~The following represents the remaining components that comprised net income attributable to common stockholders and unit holders:~~

Six months ended June 30,

(in thousands)

2022

2021

Change

Net income

$
302,803

178,457

124,346

Income attributable to noncontrolling interests

(2,779
)

(2,311
)

(468
)
Net income attributable to common stockholders

$
300,024

176,146

123,878

Net income attributable to exchangeable operating partnership units

(1,315
)

(796
)

(519
)
Net income attributable to common unit holders

$
301,339

176,942

124,397

Supplemental Earnings Information

We use certain non-GAAP ~~performance~~ measures, in addition to certain performance metrics determined under GAAP, as we believe these measures improve the understanding of the our 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 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 ~~performance~~ 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.

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 shareholders. The principal limitation of these non-GAAP ~~financial~~ measures is they may exclude significant expense and income items that are required by GAAP to be recognized in our ~~consolidated financial statements.~~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 ~~financial~~ measures. In order to compensate for these limitations, reconciliations of the non-GAAP ~~financial~~ measures we use to their most directly comparable GAAP ~~measures~~ are ~~provided.~~provided, including as set forth below. Non-GAAP financial measures should not be relied upon in evaluating the financial condition, results of operations, or future ~~prospects of the Company.~~prospects.

Pro-Rata Same Property NOI:

~~Our~~ Pro-rata same property NOI, ~~with and without~~excluding termination ~~fees,~~fees/expenses, changed ~~from the following major components:~~as follows:


	Three months ended June 30,							Six months ended June 30,							Three months ended March 31,
(in thousands)	2022		2021		Change			2022		2021		Change			2023		2022		Change
Base rent	$	221,717		215,203		6,514		$	440,930		428,658		12,272		$	232,919		223,265		9,654
Recoveries from tenants		73,794		77,948		(4,154	)		148,354		149,124		(770	)		78,331		76,224		2,107
Percentage rent		1,015		1,086		(71	)		6,511		4,897		1,614			7,671		5,515		2,156
Termination fees		940		2,250		(1,310	)		2,888		2,666		222			4,718		1,948		2,770
Uncollectible lease income		5,282		7,239		(1,957	)		12,095		9,046		3,049			1,860		6,634		(4,774	)
Other lease income		2,866		2,894		(28	)		5,473		5,602		(129	)		2,850		2,629		221
Other property income		2,196		2,435		(239	)		4,589		3,728		861			2,662		2,529		133
Total real estate revenue		307,810		309,055		(1,245	)		620,840		603,721		17,119			331,011		318,744		12,267
Operating and maintenance		48,120		47,918		202			95,881		94,148		1,733			51,794		48,832		2,962
Real estate taxes		39,518		40,884		(1,366	)		79,597		81,419		(1,822	)		41,775		41,070		705
Ground rent		2,952		2,953		(1	)		5,864		5,893		(29	)		3,044		2,913		131
Total real estate operating expenses		90,590		91,755		(1,165	)		181,342		181,460		(118	)		96,613		92,815		3,798
Pro-rata same property NOI	$	217,220		217,300		(80	)	$	439,498		422,261		17,237		$	234,398		225,929		8,469
Less: Termination fees		940		2,250		(1,310	)		2,888		2,666		222			4,718		1,948		2,770
Pro-rata same property NOI, excluding termination fees	$	216,280		215,050		1,230		$	436,610		419,595		17,015		$	229,680		223,981		5,699
Pro-rata same property NOI growth, excluding termination fees						0.6	%						4.1	%						2.5	%

Real estate revenue increased $12.3 million, on a net basis, as follows:

~~Billable~~ Base rent increased ~~$6.5 million and $12.3~~$9.7 million during the three ~~and six~~ months ended ~~June 30, 2022,~~March 31, 2023, due to rent steps in existing leases, positive rental spreads on new and renewal leases, and increases in ~~occupancy.~~occupancy, as well as redevelopment projects completing and operating.

Recoveries from tenants ~~decreased $4.2~~increased $2.1 million during the three months ended ~~June 30, 2022,~~March 31, 2023, due to ~~decreases~~increases in ~~prior year recoveries.~~recoverable expenses.

Percentage rent increased ~~$1.6 million during the six months ended June 30, 2022, due to improvements in tenant sales.~~

~~Termination fees decreased $1.3~~$2.2 million during the three months ended ~~June 30, 2022,~~March 31, 2023, due to ~~termination~~increases in tenant sales.

Termination fees ~~from several tenants at various properties~~increased $2.8 million during ~~2021, both wholly owned and within our partnerships.~~the three months ended March 31, 2023, driven by two anchor terminations that were recognized in 2023.

Uncollectible lease income decreased ~~$2.0~~$4.8 million during the three months ended ~~June 30, 2022,~~March 31, 2023, primarily driven by ~~higher collection in 2021 of previously reserved amounts. Uncollectible lease income increased $3.0 million during~~ the ~~six months ended June 30,~~ 2022 ~~primarily driven by improvements in current period collection rates and~~ collection of previously reserved ~~amounts.~~amounts, which have continued to be favorable in 2023, but to a lesser degree.

Total real estate operating expense increased $3.8 million, primarily driven by a $3.0 million increase in recoverable costs within Operating and maintenance ~~increased $1.7 million during the six months ended June 30, 2022, due primarily to increases in insurance premiums and other tenant reimbursable costs.~~

~~Real estate taxes decreased $1.4 million and $1.8 million during the three and six months ended June 30, 2022, due to changes in assessed values at properties across our portfolio.~~expense.

Same Property Rollforward:

Our ~~same property~~Same Property pool includes the following property count, Pro-rata GLA, and changes therein:

Three months ended June 30,

2022

2021

(GLA in thousands)

Property
Count

GLA

Property
Count

GLA

Beginning same property count

393

41,220

397

41,212

Acquired properties owned for entirety of comparable periods (1)

—

327

—

—

Disposed properties

(3
)

(103
)

(3
)

(297
)
SF adjustments (2)

—

2

—

3

Ending same property count

390

41,446

394

40,918


	Six months ended June 30,												Three months ended March 31,
	2022						2021						2023					2022
(GLA in thousands)	Property Count			GLA			Property Count			GLA			Property Count		GLA			Property Count			GLA
Beginning same property count		393			41,294			393			40,228			389		41,383			393			41,294
Acquired properties owned for entirety of comparable periods presented (1)		—			327			2			378			5		771			—			—
Developments that reached completion by the beginning of earliest comparable period presented		1			72			6			683			—		—			1			72
Disposed properties		(4	)		(191	)		(7	)		(407	)		—		—			(1	)		(88	)
SF adjustments (2)		—			(56	)		—			36			—		(6	)		—			(58	)
Change in intended property use														1		—			—			—
Ending same property count		390			41,446			394			40,918			395		42,148			393			41,220

(1)

Includes an adjustment to GLA arising from the acquisition of our ~~partner's~~partners' share of ~~the four~~ properties previously held in the RegCal ~~partnership,~~and USAA partnerships, of which our previous ~~25%~~ ownership share was already included in our ~~same property~~Same Property pool.

(2)

SF adjustments ~~arise~~arising from remeasurements or redevelopments.

Nareit FFO and Core Operating Earnings:

Our reconciliation of net income attributable to common stock and unit holders to Nareit FFO and to Core Operating Earnings is as follows:


	Three months ended June 30,						Six months ended June 30,						Three months ended March 31,
(in thousands, except share information)	2022			2021			2022			2021			2023			2022
Reconciliation of Net income to Nareit FFO
Net income attributable to common stockholders	$	104,796			95,490		$	300,024			176,146
Net income attributable to common shareholders													$	97,281			195,228
Adjustments to reconcile to Nareit FFO: (1)
Depreciation and amortization (excluding FF&E)		85,738			81,177			169,868			165,671			89,035			84,130
Provision for impairment of real estate		—			11,091			—			11,091
Gain on sale of real estate, net of tax		(17,089	)		(19,777	)		(119,099	)		(31,847	)		(241	)		(102,010	)
Exchangeable operating partnership units		452			432			1,315			796			420			863
Nareit FFO attributable to common stock and unit holders	$	173,897			168,413		$	352,108			321,857		$	186,495			178,211
Reconciliation of Nareit FFO to Core Operating Earnings
Nareit Funds From Operations	$	173,897			168,413			352,108			321,857		$	186,495			178,211
Adjustments to reconcile to Core Operating Earnings (1):
Early extinguishment of debt		176			—			176			—
Certain Non Cash Items
Straight line rent		(2,534	)		(2,861	)		(6,012	)		(6,290	)
Uncollectible straight line rent		(3,071	)		1,962			(5,454	)		4,535
Straight-line rent														(2,389	)		(3,478	)
Uncollectible straight-line rent														(635	)		(2,383	)
Above/below market rent amortization, net		(5,323	)		(5,728	)		(10,715	)		(11,708	)		(5,665	)		(5,392	)
Debt premium/discount amortization		(51	)		(183	)		(157	)		(92	)		(8	)		(106	)
Core Operating Earnings	$	163,094			161,603		$	329,946			308,302		$	177,798			166,852

(1)

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

Reconciliation of Same Property NOI ~~Reconciliation:~~to Nearest GAAP Measure:

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


	Three months ended June 30,						Six months ended June 30,						Three months ended March 31,
(in thousands)	2022			2021			2022			2021			2023			2022
Net income attributable to common stockholders	$	104,796			95,490		$	300,024			176,146
Net income attributable to common shareholders													$	97,281			195,228
Less:
Management, transaction, and other fees		6,499			7,355			13,183			13,748			6,038			6,684
Other (1)		12,110			8,355			24,731			16,059			9,502			12,621
Plus:
Depreciation and amortization		79,350			74,217			157,192			151,476			82,707			77,842
General and administrative		17,645			19,187			36,437			40,474			25,280			18,792
Other operating expense		617			1,177			2,790			1,875			(497	)		2,173
Other expense (income)		37,876			14,168			(24,840	)		37,920			34,416			(62,716	)
Equity in income of investments in real estate excluded from NOI (2)		(375	)		24,943			12,013			38,244			11,785			12,388
Net income attributable to noncontrolling interests		1,191			1,342			2,779			2,311			1,207			1,588
Pro-rata NOI	$	222,491			214,814		$	448,481			418,639		$	236,639			225,990
Less non-same property NOI (3)		5,271			(2,486	)		8,983			(3,622	)		2,241			61
Pro-rata same property NOI	$	217,220			217,300		$	439,498			422,261		$	234,398			225,929

(1)

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

(2)

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

(3)

Includes revenues and expenses attributable to non-same property, sold property, development ~~property,~~properties, and corporate activities. Also includes adjustments for earnings at the four ~~and seven~~ properties we acquired from our former unconsolidated RegCal ~~and USAA partnerships~~partnership in 2022 ~~and 2021, respectively,~~ in order to calculate growth on a comparable basis for the periods presented.

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 or by our co-investment 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, ~~which includes~~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 ~~capital~~ requirements of our in process and planned developments, redevelopments, ~~and~~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 dividend, borrowings from our Line, proceeds from the sale of real estate, mortgage loan and unsecured bank financing, distributions received from our co-investment 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.~~outstanding, in the current interest rate environment.

We have no unsecured debt maturities ~~until~~in 2023, $250 million of unsecured debt maturing in 2024, and what we believe is a manageable level of secured mortgage maturities during the next 12 months, including those mortgages within our real estate partnerships. 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.~~year, and in the longer term, although we can give no assurances.

In addition to our ~~$118.1~~$65.2 million of unrestricted cash, we have the following additional sources of capital available:


(in thousands)	June 30, 2022		March 31, 2023
ATM equity program
Original offering amount	$	500,000
Available capacity(1)	$	350,363
Line of Credit
Total commitment amount	$	1,250,000	$	1,250,000
Available capacity (1)	$	1,240,619	$	1,210,619
Maturity (2)	March 23, 2025		March 23, 2025

(1)

Net of letters of credit.

(2)

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

The declaration of dividends is determined quarterly by our Board of Directors. On ~~August~~May 2, ~~2022,~~2023, our Board of Directors declared a common stock dividend of ~~$0.625~~$0.65 per share, payable on ~~October 4, 2022,~~July 6, 2023, to shareholders of record as of ~~September 15, 2022.~~June 14, 2023. While future dividends will be determined at the discretion of our Board of Directors, we plan 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 ~~six~~three months ended ~~June 30,~~March 31, 2023 and 2022, ~~and 2021,~~ we generated cash flow from operations of ~~$327.8~~$162.1 million and ~~$325.3~~$142.9 million, respectively, and paid ~~$214.8~~$111.6 million and ~~$202.1~~$107.4 million in dividends to our common stock and unit holders, ~~respectively.~~in the same respective periods.

We currently have development and redevelopment projects in various stages of construction, along with a pipeline of potential projects for future development or redevelopment. After funding our common stock dividend payment and refinancing maturing co-investment partnership debt in ~~July 2022,~~April 2023, we estimate that we will require ~~capital~~cash during the next ~~twelve~~12 months of approximately ~~$382.5~~$296.1 million related to leasing commissions, tenant improvements, in-process developments and redevelopments, capital contributions to our co-investment partnerships, and repaying maturing debt. These capital requirements are being impacted by current levels of high 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, labor shortages, and supply chain disruptions 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 expect to generate the necessary cash to fund our long-term capital needs from cash flow from~~

operations, borrowings from our Line, proceeds from the sale of real estate, mortgage loan and unsecured bank financing, and when the capital markets are favorable, proceeds from the sale of equity or the issuance of new unsecured debt. If we borrow on our variable rate Line, with rising interest rates, our cost of borrowing would increase.

We endeavor to maintain a high percentage of unencumbered assets. As of ~~June 30, 2022, 89.2%~~March 31, 2023, 90.2% of our wholly-owned real estate assets were unencumbered. ~~Such~~Our low level of encumbered assets allow us to more readily access the secured and unsecured debt markets and to maintain availability on the Line. Our trailing ~~twelve~~12 month ~~Fixed~~fixed charge coverage ratio, including our Pro-rata share of our partnerships, was ~~4.6x and 4.5x~~4.7x for the periods ended ~~June 30, 2022,~~March 31, 2023, and December 31, ~~2021, respectively,~~2022, and our Pro-rata net debt-to-operating EBITDAre ratio on a trailing ~~twelve~~12 month basis was ~~5.0x~~4.9x and ~~5.1x,~~5.0x, respectively, for the same periods.

Our Line and unsecured ~~loans~~debt require that we remain in compliance with various covenants, which are described in the Notes to Consolidated Financial Statements included in our ~~Annual Report on~~2022 Form ~~10-K~~ ~~for the year ended December 31, 2021.~~10-K. We ~~are~~were in compliance with all these covenants at ~~June 30, 2022,~~March 31, 2023, 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:


	Six months ended June 30,									Three months ended March 31,
(in thousands)	2022			2021			Change			2023			2022			Change
Net cash provided by operating activities	$	327,757			325,287			2,470		$	162,099			142,892			19,207
Net cash (used in) provided by investing activities		(65,262	)		73,034			(138,296	)		(39,050	)		58,354			(97,404	)
Net cash used in financing activities		(236,332	)		(490,158	)		253,826			(123,682	)		(117,543	)		(6,139	)
Net increase (decrease) in cash and cash equivalents and restricted cash	$	26,163			(91,837	)		118,000
Net (decrease) increase in cash and cash equivalents and restricted cash										$	(633	)		83,703			(84,336	)
Total cash and cash equivalents and restricted cash	$	121,190			286,613			(165,423	)	$	68,143			178,730			(110,587	)

Net cash provided by operating activities:

Net cash provided by operating activities increased ~~primarily~~$19.2 million due to:

•

$21.4 million increase in cash from operations due to timing of receipts and payments, partially offset by ~~$2.5~~

•

$2.2 million ~~driven by~~decrease in operating cash flow distributions from Investments in real estate partnerships.

Net cash used in ~~2021 to settle interest rate swaps on our term loan which was repaid in January 2021.~~

~~Net cash (used in) provided by~~ investing activities:

Net cash (used in) provided by investing activities changed by ~~$138.3~~$97.4 million as follows:


	Six months ended June 30,									Three months ended March 31,
(in thousands)	2022			2021			Change			2023			2022			Change
Cash flows from investing activities:
Acquisition of operating real estate, net of cash acquired of $3,061 in 2022	$	(139,775	)		500			(140,275	)
Acquisition of operating real estate										$	—			(30,166	)		30,166
Real estate development and capital improvements		(99,470	)		(72,735	)		(26,735	)		(44,569	)		(53,605	)		9,036
Proceeds from sale of real estate		136,421			107,577			28,844
Issuance of notes receivable		—			(20	)		20
Proceeds from sale of real estate and FF&E											3,603			124,924			(121,321	)
Investments in real estate partnerships		(11,549	)		(21,382	)		9,833			(604	)		(7,173	)		6,569
Return of capital from investments in real estate partnerships		48,473			58,699			(10,226	)		—			23,892			(23,892	)
Dividends on investment securities		214			67			147			187			109			78
Acquisition of investment securities		(8,313	)		(14,065	)		5,752			(2,171	)		(5,554	)		3,383
Proceeds from sale of investment securities		8,737			14,393			(5,656	)		4,504			5,927			(1,423	)
Net cash (used in) provided by investing activities	$	(65,262	)		73,034			(138,296	)	$	(39,050	)		58,354			(97,404	)

Significant changes in investing activities include:

•

WeIn 2022, we paid ~~$139.8~~$30.2 million to purchase ~~six~~one operating ~~properties in 2022, including four properties in which we previously held~~property and to fund a ~~25% interest through an unconsolidated Investment in real estate partnership. We made no acquisitions but paid $500,000 in deposits~~deposit on ~~potential acquisitions during the same period in 2021.~~another.

•

We invested ~~$26.7~~$9.0 million ~~more in 2022 than the same period in 2021~~less on real estate development, redevelopment, and capital improvements, as further detailed in a table below.

•

We sold one ~~operating property, two~~ land ~~parcels, and one development project interest~~parcel in ~~2022 and received~~2023 for proceeds of ~~$136.4~~$3.6 million compared to ~~six~~one operating ~~properties~~property and one land parcel in ~~2021~~2022 for proceeds of ~~$107.6~~$124.9 million.

•

~~We invested $11.5 million~~Investments in ~~our~~ real estate ~~partnerships during~~partnerships:

In 2023, we invested $604,000 to fund our share of development and redevelopment activities.

In 2022, we invested $7.2 million, including:

o▪

$6.1 million to fund our share of acquiring one operating property within an existing co-investment partnership, and

o▪

$~~6.1 million to fund our share of development and redevelopment activities.~~

~~During the same period in 2021, we invested $21.4 million, including:~~

~~$18.7 million to fund our share of debt payments, and~~

~~$2.7~~1.1 million to fund our share of development and redevelopment activities.

•

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

During the ~~six~~three months ended ~~June 30,~~March 31, 2023 we had no such activity.

During the same period in 2022, we received ~~$36.9~~$12.3 million from our share of proceeds from real estate sales and $11.6 million from our share of proceeds from debt refinancing activities. ~~During the same period in 2021, we received $30.6 million from our share of proceeds from real estate sales and $28.1 million from our share of debt refinancing activities.~~

•

Acquisition of investment securities and proceeds from sale of investment securities pertain to investment activities held in our captive insurance company and our deferred compensation plan.

We plan to continue developing and redeveloping shopping centers for long-term investment. During ~~2022,~~2023, we deployed capital of ~~$99.5~~$44.6 million for the development, redevelopment, and improvement of our real estate properties, comprised of the following:


	Six months ended June 30,							Three months ended March 31,
(in thousands)	2022		2021		Change			2023		2022		Change
Capital expenditures:
Land acquisitions	$	11,545		—		11,545		$	—		11,545		(11,545	)
Building and tenant improvements		36,468		18,962		17,506			14,998		16,320		(1,322	)
Redevelopment costs		31,708		36,986		(5,278	)		20,610		17,310		3,300
Development costs		14,075		9,744		4,331			5,847		5,741		106
Capitalized interest		1,789		1,838		(49	)		1,224		776		448
Capitalized direct compensation		3,885		5,205		(1,320	)		1,890		1,913		(23	)
Real estate development and capital improvements	$	99,470		72,735		26,735		$	44,569		53,605		(9,036	)

•

We acquired one land parcel for development in 2022.

•

Building and tenant improvements ~~increased $17.5~~decreased $1.3 million in ~~2022,~~2023, primarily related to the timing of capital projects.

•

Redevelopment ~~expenditures~~costs are ~~lower~~higher in ~~2022~~2023 due to the timing and magnitude of projects currently in process. 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 ~~expenditures are higher in 2022 due to the progress towards completion of~~costs remain consistent within our development projects ~~currently~~ 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.

4439

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


(in thousands, except cost PSF)	(in thousands, except cost PSF)					June 30, 2022									(in thousands, except cost PSF)					March 31, 2023
Property Name		Market	Ownership	Start Date	Estimated Stabilization Year (1)	Estimated / Actual Net Development Costs (2) (3)		GLA (3)		% of Costs Incurred			Cost PSF of GLA (2) (3)			Market	Ownership	Start Date	Estimated Stabilization Year (1)	Estimated Net Development Costs (2) (3)		GLA (3)		Cost PSF of GLA (2) (3)		% of Costs Incurred

Developments In-Process	Developments In-Process														Developments In-Process
Carytown Exchange - Phase I & II		Richmond, VA	64%	Q4-18	2024	$	29,234		74		84	%	$	393
East San Marco		Jacksonville, FL	100%	Q4-20	2024		19,285		59		79	%		327
Glenwood Green		Old Bridge, NJ	70%	Q1-22	2025		41,931		248		29	%		169		Metro NYC	70%	Q1-22	2025		45,530		247		184		50	%
Eastfield at Baybrook		Houston, TX	50%	Q2-22	2025		10,384		25		17	%		415		Houston, TX	50%	Q2-22	2025		10,384		78		133		55	%
Total Developments In-Process															Total Developments In-Process					$	55,914		325		172		51	%

(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 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)	(in thousands, except cost PSF)					June 30, 2022							(in thousands, except cost PSF)					March 31, 2023
Property Name		Market	Ownership	Start Date	Estimated Stabilization Year (1)	Estimated Incremental Project Costs (2) (3)		GLA (3)		% of Costs Incurred				Market	Ownership	Start Date	Estimated Stabilization Year (1)	Estimated Net Project Costs (2) (3)		GLA (3)		% of Costs Incurred

Redevelopments In-Process	Redevelopments In-Process												Redevelopments In-Process
The Crossing Clarendon		Metro DC	100%	Q4-18	2024	$	57,041		129		68	%		Metro DC	100%	Q4-18	2024	$	55,838		129		77	%
The Abbot		Boston, MA	100%	Q2-19	2024		58,379		65		80	%		Boston, MA	100%	Q2-19	2024		58,979		64		89	%
Preston Oaks		Dallas, TX	100%	Q4-20	2023		22,327		103		71	%
Serramonte Center		San Francisco, CA	100%	Q4-20	2026		55,000		1,075		65	%
Westbard Square Phase I		Bethesda, MD	100%	Q2-21	2025		37,038		123		29	%		Bethesda, MD	100%	Q2-21	2025		37,537		123		54	%
Buckhead Landing		Atlanta, GA	100%	Q2-22	2025		25,853		150		4	%		Atlanta, GA	100%	Q2-22	2025		27,709		152		12	%
Town & Country Center														Los Angeles, CA	35%	Q4-22	2027		24,525		51		7	%
Various Redevelopments		Various	30% - 100%	Various	Various		33,174		1,889		22	%		Various	20% - 100%	Various	Various		41,993		1,179		54	%
Total Redevelopments In-Process													Total Redevelopments In-Process					$	246,581		1,698		57	%

Redevelopments Completed	Redevelopments Completed												Redevelopments Completed
Sheridan Plaza		Hollywood, FL	100%	Q3-19	2023	$	12,115		507		91	%
Various Properties		Various	100%	Various	Various		8,916		243		92	%		Various	100%	Various	Various	$	1,567		390		100	%
Total Redevelopments Completed													Total Redevelopments Completed					$	1,567		390		100	%

(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.

4540

Net cash used in financing activities:

Net cash flows from financing activities changed by ~~$253.8~~$6.1 million during ~~2022,~~2023, as follows:


	Six months ended June 30,									Three months ended March 31,
(in thousands)	2022			2021			Change			2023			2022			Change
Cash flows from financing activities:
Net proceeds from common stock issuances	$	61,284			—			61,284
Repurchase of common shares in conjunction with equity award plans		(6,388	)		(4,017	)		(2,371	)	$	(7,066	)		(6,246	)		(820	)
Common shares repurchased through share repurchase program		(71,898	)		—			(71,898	)		(20,006	)		—			(20,006	)
Contributions from (distributions to) limited partners in consolidated partnerships, net		1,234			(1,989	)		3,223			738			(1,070	)		1,808
Dividend payments and operating partnership distributions		(214,818	)		(202,140	)		(12,678	)		(111,567	)		(107,362	)		(4,205	)
Proceeds from unsecured credit facilities, net											30,000			—			30,000
Proceeds from debt issuance											15,500			—			15,500
Debt repayment, including early redemption costs		(5,728	)		(274,640	)		268,912			(31,142	)		(2,846	)		(28,296	)
Payment of loan costs		(82	)		(7,468	)		7,386			(141	)		(82	)		(59	)
Proceeds from sale of treasury stock, net		64			96			(32	)		2			63			(61	)
Net cash used in financing activities	$	(236,332	)		(490,158	)		253,826		$	(123,682	)		(117,543	)		(6,139	)

Significant financing activities during the ~~six~~three months ended ~~June 30,~~March 31, 2023 and 2022, ~~and 2021,~~ include the following:

•

~~We received proceeds of $61.3 million, net of costs, in April 2022 upon settling our forward equity sales under our ATM program.~~

•

We repurchased for cash a portion of the common stock granted to employees for stock based compensation to satisfy employee tax withholding requirements, which totaled ~~$6.4~~$7.1 million and ~~$4.0~~$6.2 million during ~~2022~~2023 and ~~2021,~~2022, respectively.

•

We paid ~~$71.9~~$20.0 million ~~during June 2022~~ to repurchase ~~1,234,417~~349,519 shares of our common ~~shares~~stock through our ~~Authorized~~ Repurchase ~~Program. Subsequent to June 30, 2022, we paid $3.5 million to settle 59,784 common shares traded on June 30, 2022 but not settled until July 5, 2022.~~Program during 2023.

•

We received ~~$5.0~~$738,000 net from limited partners, including $1.7 million of contributions from limited partners ~~in new consolidated partnerships~~for their share of debt repayments and ~~paid $3.8~~development funding, offset by $1.0 million in distributions to limited partners during ~~2022. We~~2023. During 2022, we paid ~~$2.0~~$1.0 million in distributions to limited ~~partners during 2021.~~partners.

•

We paid ~~$12.7~~$4.2 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.

•

We had the following debt related activity during ~~2022:~~2023:

$~~5.7~~30.0 million in net borrowings from our Line to manage working capital needs,

$15.5 million in proceeds from a mortgage refinancing,

We paid $31.1 million for debt repayments, including:

▪

$2.8 million in principal mortgage ~~payments.~~payments, and

▪

$28.3 million to repay three mortgage loans at maturity.

•

We had the following debt related activity during ~~2021:~~2022:

We paid ~~$274.6 million for debt repayments, including:~~

▪

~~$265 million to repay our outstanding term loan,~~

▪

~~$5.6 million to repay a mortgage maturity, and~~

▪

~~$4.0~~$2.8 million in principal mortgage payments.

~~We paid $7.5 million of loan costs in connection with the renewal of our Line in 2021.~~

4641

Investments in Real Estate Partnerships

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


		Combined				Regency's Share (1)							Combined				Regency's Share (1)
(dollars in thousands)		June 30, 2022		December 31, 2021		June 30, 2022			December 31, 2021				March 31, 2023		December 31, 2022		March 31, 2023			December 31, 2022
Number of Co-investment Partnerships			13		15									13		13
Regency's Ownership		20% - 50%		20% - 50%									20% - 50%		20% - 50%
Number of Properties		96			103								96			96
Assets		$	2,619,505		2,755,444	$	947,298			992,060			$	2,600,152		2,608,005	$	941,695			943,699
Liabilities			1,551,827		1,555,942		552,711			553,550				1,503,027		1,497,630		533,545			530,915
Equity			1,067,678		1,199,502		394,587			438,510				1,097,125		1,110,375		408,150			412,784
Basis difference	Basis difference						(63,700	)		(65,919	)	Basis difference						(61,760	)		(62,407	)
Investments in real estate partnerships	Investments in real estate partnerships					$	330,887			372,591		Investments in real estate partnerships					$	346,390			350,377

(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.~~Consolidated Financial Statements.

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


(in thousands)	Regency's Ownership	June 30, 2022		December 31, 2021		Regency's Ownership	March 31, 2023		December 31, 2022
GRI-Regency, LLC (GRIR)	40.00%	$	135,136		153,125	40.00%	$	152,011		155,302
New York Common Retirement Fund (NYC) (1)	30.00%		1,195		11,688	30.00%		668		674
Columbia Regency Retail Partners, LLC (Columbia I)	20.00%		7,251		7,360	20.00%		7,452		7,423
Columbia Regency Partners II, LLC (Columbia II)	20.00%		42,134		35,251	20.00%		41,408		41,757
Columbia Village District, LLC	30.00%		5,707		5,554	30.00%		5,809		5,836
RegCal, LLC (RegCal) (2)	25.00%		5,765		24,995	25.00%		5,757		5,789
Individual Investors
Ballard Blocks	49.90%		63,831		63,783	49.90%		62,332		62,624
Town & Country Center	35.00%		39,365		39,021	35.00%		40,467		40,409
Others	50.00%		30,503		31,814	50.00%		30,486		30,563
Total Investment in real estate partnerships		$	330,887		372,591		$	346,390		350,377

(1)

On May 25, 2022, the NYC partnership sold the remaining two properties and distributed sales proceeds to the members. ~~Liquidation and dissolution~~Dissolution will follow final ~~distributions.~~distributions, which are expected in 2023.

(2)

During April 2022, we acquired our partner's 75% share in four properties held in the RegCal, LLC partnership for a total purchase price of $88.5 ~~million, which are now consolidated.~~million. Upon acquisition, these four properties were consolidated into Regency's financial statements. A single operating property remains within RegCal, LLC at ~~June 30, 2022.~~March 31, 2023.

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)	June 30, 2022													March 31, 2023
Scheduled Principal Payments and Maturities by Year:	Scheduled Principal Payments		Mortgage Loan Maturities			Unsecured Maturities		Total			Regency’s Pro-Rata Share			Scheduled Principal Payments		Mortgage Loan Maturities				Unsecured Maturities		Total			Regency’s Pro-Rata Share
2022	$	3,378		64,843			—		68,221			24,343
2023		3,194		216,931			—		220,125			83,325
2023 (1)														$	1,826		125,108		(2)		—		126,934			50,662
2024		2,205		33,690			—		35,895			14,298			2,205		33,690				—		35,895			14,298
2025		3,433		137,000			—		140,433			42,567			3,433		142,937				—		146,370			45,536
2026		3,807		125,255			7,300		136,362			43,671			3,807		221,354				23,800		248,961			80,606
2027															3,802		32,800				—		36,602			12,420
Beyond 5 Years		12,995		842,450			—		855,445			312,925			9,194		809,650				—		818,844			300,506
Net unamortized loan costs, debt premium / (discount)		—		(10,281	)		—		(10,281	)		(3,545	)		—		(10,487	)			—		(10,487	)		(3,660	)
Total	$	29,012		1,409,888			7,300		1,446,200			517,584		$	24,267		1,355,052				23,800		1,403,119			500,368

(1)

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

(2)

Subsequent to March 31, 2023, we refinanced the 2023 maturing mortgages.

At ~~June 30, 2022,~~March 31, 2023, our investments in real estate partnerships had notes payable of $1.4 billion maturing through 2034, of which ~~93.2%~~97.5% had a weighted average fixed interest rate of ~~3.5%~~3.7%. The remaining notes payable float with ~~LIBOR or~~ SOFR and had a weighted average variable interest rate of ~~3.1%.~~6.6%, based on rates as of March 31, 2023. These fixed and variable rate notes payable are all non-recourse,

and our Pro-rata share was ~~$517.6~~$500.4 million as of ~~June 30, 2022.~~March 31, 2023. As notes payable mature, ~~we expect~~ they ~~will~~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 co-investment partner ~~was~~is unable to fund its share of the capital requirements of the co-investment partnership, we would have the right, but not the obligation, to loan the defaulting partner the amount of its capital ~~call.~~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 co-investment partnerships, we receive fees as shown below:


	Three months ended June 30,				Six months ended June 30,				Three months ended March 31,
(in thousands)	2022		2021		2022		2021		2023		2022
Asset management, property management, leasing, and other transaction fees	$	6,499		7,346	$	13,183		13,730	$	6,038		6,684

Recent Accounting Pronouncements

See Note 1 to Unaudited Financial Statements.

Environmental Matters

We are subject to numerous environmental laws and regulations ~~as they~~that apply to our shopping centers, ~~pertaining~~which primarily pertain to ~~specific~~ chemicals historically used by certain current and former dry cleaning and gas station tenants and the existence of asbestos in older shopping centers. We believe that the few tenants who currently operate dry cleaning plants or gas stations do so in accordance with current laws and regulations. Generally, we endeavor to require tenants to remove dry cleaning plants from our shopping centers or convert them to more environmentally friendly systems, in accordance with the terms of our leases. We ~~have a blanket~~carry an environmental insurance policy for certain third-party liabilities and remediation costs on shopping centers that currently have no known environmental contamination. We have also secured environmental insurance policies, where appropriate, on a relatively small number of specific properties with known contamination, in order to mitigate our environmental risk. We monitor the shopping centers containing environmental issues and in certain cases voluntarily remediate the sites. We also have legal obligations to remediate certain sites and we are in the process of doing so.

As of ~~June 30, 2022,~~March 31, 2023, we had accrued liabilities of ~~$11.1~~$11.4 million for our Pro-rata share of environmental remediation, including our Investments in real estate partnerships. We believe that the ultimate remediation of currently known environmental matters will not have a material effect on our financial position, ~~liquidity,~~cash flows, or results of operations. We can give no assurance that existing environmental studies on our shopping centers have revealed all potential environmental contamination; that our 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 us; 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; or that changes in applicable environmental laws and regulations or their interpretation will not result in additional environmental liability to us.

Item 3. Quantitative and Qualitative Disclosures about Market Risk

We continuously monitor the capital markets and evaluate our ability to issue new debt, to repay maturing debt, or fund our commitments. We continue to believe, in light of our credit ratings, the available capacity under our unsecured credit facility, and the number of high quality, unencumbered properties that we own which could collateralize borrowings, we will be able to successfully issue new secured or unsecured debt to fund maturing debt obligations. It is uncertain the degree to which capital market volatility and rising interest rates will adversely impact the interest rates on any new debt that we may ~~issue, which will impact future interest costs. Otherwise, there have been no material changes from~~issue. Please also refer to the ~~quantitative and qualitative disclosures about market risk disclosed in item 7A of Part II of our~~Company's Annual Report on Form 10-K for the year ended December 31, ~~2021.~~2022, including, without limitation, the Risk Factors discussed in Item 1A of Part I thereof, and the Risk Factors described in Part II, Item 1A of this Form 10-Q.

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 ~~period~~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 ~~second~~first quarter of ~~2022~~2023 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 ~~period~~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 ~~second~~first quarter of ~~2022~~2023 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

~~We are a party to various~~See Note 12 — Commitments and Contingencies in the Notes for discussion regarding material legal proceedings ~~that arise~~and contingencies. Except as set forth in ~~the ordinary course~~such discussion, there have been no material developments in legal proceedings as reported in Item 3. “Legal Proceedings” of our business. We are not currently involved in any litigation, nor to our knowledge, is any litigation threatened against us, the outcome of which would, in our judgment based on information currently available to us, have a material adverse effect on our financial position or results of operations. However, no assurances can be given as to the outcome of any threatened or pending legal proceedings.2022 Form 10-K.

Item 1A. Risk Factors

Please refer to the discussion of the potential risks of inflation and rising interest rates on the Company and its tenants due to the challenges in the current macroenvironment and recent global events under note 1 in Item 1. Financial Statements and Item 2. Management's Discussion and Analysis for Financial Condition and Results of Operations, including but not limited to "Risks and Uncertainties."

During the first half of 2022 and continuing into the third quarter, the Board of Governors of the Federal Reserve System ("the U.S. Federal Reserve") has significantly raised its benchmark federal funds rate which has led to interest rates in the credit markets increasing. The U.S. Federal Reserve may continue to raise the federal funds rate which will likely lead to higher interest rates in the credit markets. In general, government policies implemented to address inflation, including actions by the U.S. Federal Reserve to increase interest rates, could result in adverse impacts on the U.S. economy, including a slowing of growth and potentially a recession.

Our exposure to increases in interest rates in the short term includes our variable-rate borrowings, which consist of borrowings under our unsecured senior line of credit and variable rate based secured notes payable and our real estate valuations. Increases in interest rates could increase our financing costs over time, either through near-term borrowings on our floating-rate line of credit or refinancing of our existing borrowings that may incur higher interest expenses related to the issuance of new debt. Historically, during periods of increasing interest rates, real estate valuations have generally decreased as a result of rising capitalization rates which tend to move directionally with interest rates. Consequently, prolonged periods of higher interest rates may negatively impact the valuation of our real estate asset portfolio and could result in the decline of our stock price and market capitalization which may adversely impact our ability and willingness to raise equity capital on favorable terms through sales of our common shares, including through our ATM program.

Although the extent of any prolonged periods of higher interest rates remains unknown at this time, negative impacts to our cost of capital may adversely affect our future business plans and growth, at least in the near term. In addition ~~recently increased interest rates appear~~ to have impacted the current market for the purchase and sale of properties such as those we own by decreasing the availability and increasing the cost of debt capital, thereby resulting, in some cases, in a smaller pool of potential buyers for certain assets and reduced asset prices.

~~Other than these matters, there have been no material developments from~~ the risk factors disclosed in item 1A. of Part I of our Form 10-K for the year ended December 31, ~~2021.~~2022, the following additional risk has been identified during 2023:

Unfavorable developments affecting the banking and financial services industry could adversely affect our business, liquidity and financial condition, and overall results of operations.

Actual events, concerns or speculation about disruption or instability in the banking and financial services industry, such as liquidity constraints, the failure of individual institutions, or the inability of individual institutions or the banking and financial service industry generally to meet their contractual obligations, could significantly impair our access to capital, delay access to deposits or other financial assets, or cause actual loss of funds subject to cash management arrangements. Similarly, these events, concerns or speculation could result in less favorable commercial financing terms, including higher interest rates or costs and tighter financial and operating covenants, or systemic limitations on access to credit and liquidity sources, thereby making it more difficult for us to acquire financing on acceptable terms or at all. Additionally, our tenants, critical vendors and business partners also could be adversely affected by these risks as described above, which in turn could result in their committing a breach or default under their contractual agreements with us, their insolvency or bankruptcy, or other adverse effects.

Any decline in available funding or access to our cash and liquidity resources, or non-compliance of banking and financial services counterparties with their contractual commitments to us could, among other risks, have material adverse impacts on our ability to meet our operating expenses and other financial needs, could result in breaches of our financial and/or contractual obligations, and could have material adverse impacts on our business, financial condition and results of operations.

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

During the three months ended June 30, 2022, we issued 18,613 shares of common stock of Regency Centers Corporation in connection with the redemption of common units of Regency Centers, L.P. in reliance on the exemption from registration requirements of the Securities Act of 1933, as amended, afforded by Section 4(a) (2) thereof. There were no ~~other~~ unregistered sales of equity securities during the three months ended ~~June 30, 2022.~~March 31, 2023.

The following table represents information with respect to purchases by the Parent Company of its common stock, by month, during the three months ended ~~June 30, 2022.~~March 31, 2023:

Period

Total number of shares purchased (1)

Average price paid per share (1)

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 (2)

April 1 through April 30, 2022

377

$
70.64

—

$
250,000,000

May 1 through May 31, 2022

—

$
—

—

$
250,000,000

June 1 through June 30, 2022

1,294,201

$
58.25

1,294,201

$
174,607,162


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)
January 1 through January 31, 2023		5,897	(1)	$	62.50	(1)		—	$	174,607
February 1 through February 28, 2023		100,286	(1)	$	66.78	(1)		—	$	250,000
March 1 through March 31, 2023		349,519		$	57.22			349,519	$	230,000

(1)

~~Includes 377~~Represents shares repurchased ~~at an average price of $70.64~~ to cover payment of withholding taxes in connection with restricted stock vesting by participants under Regency’s Long-Term Omnibus Plan.

(2)

~~On February 3, 2021, the Company's~~Our Board ~~authorized~~authorizes a common share repurchase program under which ~~the Company~~we may purchase, from time to time, up to a maximum of $250 million of ~~shares of its~~our outstanding common stock through open market purchases, and/or in privately negotiated transactions. ~~Any shares purchased will be retired. This program expires by its terms on February 3, 2023.~~ The timing and ~~actual number~~price of ~~shares purchased under the program depend~~share repurchases will be dependent upon ~~marketplace~~market conditions and other factors. ~~The authorization remains subject~~Any shares repurchased, if not retired, will be treated as treasury shares. Our prior program expired on February 3, 2023 and the Board authorized a new program as of February 8, 2023 which is set to ~~the discretion of~~expire February 7, 2025 unless modified or earlier terminated by the Board. ~~Through June 30, 2022, 1.3 million shares have been repurchased and retired under this program. Under the existing board authorization, $174.6 million remained available for repurchase.~~

Item 3. Defaults Upon Senior Securities

None.

Item 4. Mine Safety Disclosures

Not applicable.

Item 5. Other Information

On August 2, 2022, the Board of Directors (the “Board”) of Regency Centers Corporation (“Regency” or the “Company”) approved Amended and Restated Bylaws (the “Amended and Restated Bylaws”), effective immediately upon approval by the Board. The Amended and Restated Bylaws had the effect of amending the previous Bylaws (the “Prior Bylaws”) of the Company by:

~~removing language in the Prior Bylaws that had required that the Company’s annual shareholders meeting be held within five months of the end of each fiscal year;~~

adding that a call of a special meeting by shareholders is subject to certain advance notice requirements and the disclosure of certain shareholder and nominee information, discussed below in paragraph 3;

adding advance notice provisions for shareholders seeking to raise business matters or director nominations at an annual or special meeting of shareholders, which provisions require, among other things, that:

the shareholder giving notice submit notice of proposed business and/or director nominations (i) for an annual meeting, at least 90 (but not more than 120) days prior to first anniversary of the preceding year’s annual meeting (unless the annual meeting date is accelerated or postponed beyond specified dates) and (ii) for a special meeting, at least 90 (but not more than 120) days prior to the date of the special meeting (or the 10th day following the public announcement by the Company of the special meeting;

the shareholder giving notice update and supplement such notice so that the information provided or required to be provided in the notice is true and correct as of the record date for the annual or special meeting and as of 10 days prior to such meeting;

the shareholder giving notice, the beneficial owner, if any, on whose behalf the nomination or proposal is being made and their respective affiliates and associates (collectively, the “Proposing Parties”) provide to the Company certain specified information related to, among other things, the Proposing Parties’ ownership of, economic exposure to and contractual and other obligations with respect to the Company’s securities,

the shareholder submitting the notice provide, in the case of a notice for business other than the election of directors, a description of the business desired to be brought before the annual or special meeting and the text of the proposal to be considered at such meeting, and

directors nominated by shareholders complete a written questionnaire, make certain representations, including as to voting commitments, arrangements with third-parties, fiduciary duties and compliance matters, and provide the Company with certain information.

~~allowing the Board to adjust its size without the approval of shareholders;~~

~~providing for more flexibility in the titles and duties of certain officers of the Company;~~

clarifying and conforming various provisions of the Bylaws to the provisions of the Florida Business Corporation Act, including with respect to the indemnification of directors and officers, the holding of remote shareholder meetings and the delivery of certain notices to shareholders;

~~accounting for the adoption by the U.S. Securities and Exchange Commission of the “universal proxy” rules and related requirements; and~~

~~making certain other administrative updates and ministerial changes.~~

The preceding summary does not purport to be complete and is qualified in its entirety by reference to the Amended and Restated Bylaws, a copy of which is included as Exhibit 3.1 to this report and incorporated herein by reference.None.

Item 6. Exhibits

In reviewing any agreements included as exhibits to this ~~report,~~Report, please remember they are included to provide you with information regarding their terms and are not intended to provide any other factual or disclosure information about the Company, its subsidiaries or other parties to the agreements. Each agreement contains representations and warranties by each of the parties to the applicable agreement. These representations and warranties have been made solely for the benefit of the other parties to the applicable agreement and:

•

should not in all instances be treated as categorical statements of fact, but rather as a way of allocating the risk to one of the parties if those statements prove to be inaccurate;

•

have been qualified by disclosures that were made to the other party in connection with the negotiation of the applicable agreement, which disclosures are not necessarily reflected in the agreement;

•

may apply standards of materiality in a way that is different from what may be viewed as material to you or other investors; and

•

were made only as of the date of the applicable agreement or such other date or dates as may be specified in the agreement and are subject to more recent developments.

Accordingly, these representations and warranties may not describe the actual state of affairs as of the date they were made or at any other time. We acknowledge that, notwithstanding the inclusion of the foregoing cautionary statements, we are responsible for considering whether additional specific disclosures of material information regarding material contractual provisions are required to make the statements in this ~~report~~Report not misleading. Additional information about the Company may be found elsewhere in this ~~report~~Report and the Company's other public ~~files,~~filings, which are available without charge through the SEC's website at http://www.sec.gov. Unless otherwise indicated below, the Commission file number to the exhibit is No. 001-12298 (Regency Centers Corporation) and 000-24763 (Regency Centers, L.P.).


Ex #	Description
3.	~~Articles of Incorporation and Bylaws~~
		~~3.1~~	~~Amended and Restated Bylaws of Regency Centers Corporation~~
31.	Rule 13a-14(a)/15d-14(a) Certifications.
		31.1	Rule 13a-14 Certification of Chief Executive Officer for Regency Centers Corporation.
		31.2	Rule 13a-14 Certification of Chief Financial Officer for Regency Centers Corporation.
		31.3	Rule 13a-14 Certification of Chief Executive Officer for Regency Centers, L.P.
		31.4	Rule 13a-14 Certification of Chief Financial Officer for Regency Centers, L.P.


32.	Section 1350 Certifications.
		32.1 *	18 U.S.C. § 1350 Certification of Chief Executive Officer for Regency Centers Corporation.
		32.2 *	18 U.S.C. § 1350 Certification of Chief Financial Officer for Regency Centers Corporation.
		32.3 *	18 U.S.C. § 1350 Certification of Chief Executive Officer for Regency Centers, L.P.
		32.4 *	18 U.S.C. § 1350 Certification of Chief Financial Officer for Regency Centers, L.P.


101.	Interactive Data Files
		101.INS	Inline XBRL Instance Document - the instance document does not appear in the Interactive Data File because its XBRL tags are embedded within the Inline XBRL document
		101.SCH	Inline XBRL Taxonomy Extension Schema Document
		101.CAL	Inline XBRL Taxonomy Extension Calculation Linkbase Document
		101.DEF	Inline XBRL Taxonomy Definition Linkbase Document
		101.LAB	Inline XBRL Taxonomy Extension Label Linkbase Document
		101.PRE	Inline XBRL Taxonomy Extension Presentation Linkbase Document
104.	Cover Page Interactive Data File (formatted as inline XBRL and contained in Exhibit 101)


*	Furnished, not filed.

5246

SIGNATURES

Pursuant to the requirements of Section 13 or 15(d) of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned, thereunto duly authorized.


~~August~~May 5, ~~2022~~2023	REGENCY CENTERS CORPORATION
	By:	/s/ Michael J. Mas
		Michael J. Mas, Executive Vice President and Chief Financial Officer (Principal Financial Officer)

	By:	/s/ ~~J. Christian Leavitt~~Terah L. Deveraux
		~~J. Christian Leavitt,~~Terah L. Devereaux, Senior Vice President, ~~and Treasurer~~Chief Accounting Officer (Principal Accounting Officer)


~~August~~May 5, ~~2022~~2023	REGENCY CENTERS, L.P.
	By:	Regency Centers Corporation, General Partner

	By:	/s/ Michael J. Mas
		Michael J. Mas, Executive Vice President and Chief Financial Officer (Principal Financial Officer)

	By:	/s/ ~~J. Christian Leavitt~~Terah L. Deveraux
		~~J. Christian Leavitt,~~Terah L. Devereaux, Senior Vice President, ~~and Treasurer~~Chief Accounting Officer (Principal Accounting Officer)

5347


	June 30, 2022	December 31, 2021
% Leased – All Properties	94.2%	94.1%
Anchor space	96.5%	97.0%
Shop space	90.3%	89.2%


Period	Total number of shares purchased (1)		Average price paid per share (1)		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 (2)
April 1 through April 30, 2022		377	$	70.64		—	$	250,000,000
May 1 through May 31, 2022		—	$	—		—	$	250,000,000
June 1 through June 30, 2022		1,294,201	$	58.25		1,294,201	$	174,607,162