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.

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).

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

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.

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

The number of shares outstanding of Regency Centers Corporation's common stock was ~~171,003,217~~184,580,981 as of ~~August~~November 3, 2023.

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

The Parent Company is a Real Estate Investment Trust ("REIT") and the general partner of the Operating Partnership. The Operating Partnership's capital includes general and limited common Partnership Units ("Units"). As of June 30, 2023, the Parent Company owned approximately 99.4% of the Units in the Operating Partnership. The remaining limited Units are owned by third party investors. As the sole general partner of the Operating Partnership, the Parent Company has exclusive control of the Operating Partnership's day-to-day management. The Operating Partnership's capital includes general and limited common partnership units ("Common Units"). As of September 30, 2023, the Parent Company owned approximately 99.4% of the Common Units in the Operating Partnership. The remaining Common Units, which are all limited Common Units, are owned by third party investors. In addition to the Common Units, the Operating Partnership has also issued two series of preferred units: the 6.250% Series A Cumulative Redeemable Preferred Units (the “Series A Preferred Units”) and the 5.875% Series B Cumulative Redeemable Preferred Units (the “Series B Preferred Units”). The Parent Company currently owns all of the Series A Preferred Units and Series B Preferred Units. The Series A Preferred Units and Series B Preferred Units are sometimes referred to collectively as the “Preferred Units".

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:

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 Common 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, directly or indirectly, co-issuer and ~~guarantees~~guarantor of the $200 million of the above mentioned Parent Company unsecured private placement debt. The Operating Partnership holds all the assets of the Company and ~~retains the~~ ownership interests in the Company's joint ventures. Except for net proceeds from public equity issuances by the Parent Company, which are contributed to the Operating Partnership in exchange for partnership units, the Operating Partnership generates all remaining capital required by the Company's business. These sources include the Operating Partnership's operations, its direct or indirect incurrence of indebtedness, and the issuance of ~~partnership units.~~Common Units and Preferred Units.

Shareholders' equity, partners' capital, and noncontrolling interests are the main areas of difference between the Consolidated Financial Statements of the Parent Company and those of the Operating ~~Partnership.~~Partnership, as well as the Preferred Units owned by the Parent Company. The Operating Partnership's capital includes ~~general~~the Common Units and ~~limited common Partnership~~the Preferred Units. The limited partners' Common Units in the Operating Partnership owned by third parties are accounted for in partners' capital in the Operating Partnership's financial statements and outside of shareholders' equity in noncontrolling interests in the Parent Company's financial statements. The Preferred Units owned by the Parent Company are eliminated in consolidation in the accompanying consolidated financial statements of the Parent Company and are classified as preferred units of general partner in the accompanying consolidated financial statements of the Operating Partnership.

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

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


	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 December 31, 2021	$	6,047,598			35,447			(10,227	)		6,072,818			37,114			6,109,932		$	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			387,602			1,694			—			389,296			2,354			391,650
Other comprehensive income
Other comprehensive income before reclassification		—			54			11,280			11,334			1,093			12,427			—			81			17,067			17,148			1,689			18,837
Amounts reclassified from accumulated other comprehensive income		—			7			1,335			1,342			149			1,491			—			8			1,413			1,421			142			1,563
Contributions from partners		—			—			—			—			10,446			10,446			—			—			—			—			11,903			11,903
Distributions to partners		(214,855	)		(937	)		—			(215,792	)		(3,775	)		(219,567	)		(321,801	)		(1,401	)		—			(323,202	)		(4,899	)		(328,101	)
Restricted units issued as a result of restricted stock issued by Parent Company, net of amortization		8,574			—			—			8,574			—			8,574			12,699			—			—			12,699			—			12,699
Common units repurchased and retired as a result of common stock repurchased and retired by Parent Company		(75,419	)								(75,419	)					(75,419	)		(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			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	)		(5,608	)		—			—			(5,608	)		—			(5,608	)
Common units exchanged for common stock of Parent Company		1,275			(1,275	)		—			—			—			—			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 September 30, 2022																			$	6,107,630			34,554			8,253			6,150,437			48,303			6,198,740

Balance at December 31, 2022	$	6,089,425			34,489			7,560			6,131,474			46,565			6,178,039		$	6,089,425			34,489			7,560			6,131,474			46,565			6,178,039
Net income		184,063			970			—			185,033			1,627			186,660			274,783			1,490			—			276,273			2,560			278,833
Other comprehensive income
Other comprehensive income before reclassification		—			21			2,570			2,591			207			2,798			—			46			6,596			6,642			470			7,112
Amounts reclassified from accumulated other comprehensive income		—			(15	)		(2,794	)		(2,809	)		(332	)		(3,141	)		—			(26	)		(4,721	)		(4,747	)		(555	)		(5,302	)
Deferred compensation plan, net																				—			—			—			—			—			—
Contributions from partners		—			—			—			—			3,205			3,205			—			—			—			—			72,830			72,830
Issuance of exchangeable operating partnership units		—			20,000			—			20,000			—			20,000			—			20,000			—			20,000			—			20,000
Distributions to partners		(222,492	)		(1,184	)		—			(223,676	)		(1,980	)		(225,656	)		(342,460	)		(1,887	)		—			(344,347	)		(5,171	)		(349,518	)
Preferred unit distributions																				(1,644	)								(1,644	)		—			(1,644	)
Restricted units issued as a result of restricted stock issued by Parent Company, net of amortization		8,924			—			—			8,924			—			8,924			14,389			—			—			14,389			—			14,389
Preferred units issued as a result of preferred stock issued by Parent Company, net of issuance costs																				225,000			—			—			225,000			—			225,000
Common units repurchased and retired as a result of common stock repurchased and retired by Parent Company		(20,006	)		—			—			(20,006	)		—			(20,006	)		(20,006	)		—			—			(20,006	)		—			(20,006	)
Common units issued as a result of common stock issued by Parent Company, net of issuance costs		(10	)		—			—			(10	)		—			(10	)		818,534			—			—			818,534			—			818,534
Common units repurchased as a result of common stock repurchased by Parent Company, net of issuances		(7,027	)		—			—			(7,027	)		—			(7,027	)		(6,740	)		—			—			(6,740	)		—			(6,740	)
Balance at June 30, 2023	$	6,032,877			54,281			7,336			6,094,494			49,292			6,143,786
Common unit exchanged for common stock of Parent Company																				198			(198	)		—			—			—			—
Balance at September 30, 2023																			$	7,051,479			53,914			9,435			7,114,828			116,699			7,231,527

REGENCY CENTERS CORPORATION AND REGENCY CENTERS, L.P.

Notes to Unaudited Consolidated Financial Statements

~~June~~September 30, 2023


2.	Real Estate Investments

UBP Acquisition

General

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


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

Purchase Price Allocation

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


(in thousands)	Purchase Price Allocation
Real estate assets	$	1,379,835
Investments in unconsolidated real estate partnerships		35,942
Real estate assets		1,415,777
Cash, accounts receivable and other assets		51,902
Lease intangible assets		128,663
Total assets acquired		1,596,342

Notes payable		284,706
Accounts payable, accrued expenses, and other liabilities		37,500
Lease intangible liabilities		69,583
Total liabilities assumed		391,789

Non-controlling interest		64,492

Total purchase price	$	1,140,061

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

REGENCY CENTERS CORPORATION AND REGENCY CENTERS, L.P.

Notes to Unaudited Consolidated Financial Statements

September 30, 2023

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


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

Other Acquisitions

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


(in thousands)	(in thousands)		Six months ended June 30, 2023											(in thousands)		Nine months ended September 30, 2023
Date Purchased		Property Name	City/State	Property Type	Regency Ownership	Purchase Price (1)		Debt Assumed, Net of Discounts (1)		Intangible Assets (1)		Intangible Liabilities (1)			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
5/1/2023		Sienna Phase 1	Houston, TX	Development	100%		2,695		—		—		—		Sienna Phase 1	Houston, TX	Development	75%	$	2,695		—		—		—
5/18/2023		SunVet	Holbrook, NY	Development	99%		24,140		—		—		—		SunVet	Holbrook, NY	Development	99%		24,140		—		—		—
Total consolidated														Total consolidated					$	26,835		—		—		—
Unconsolidated														Unconsolidated
9/19/2023															Old Town Square	Chicago, IL	Operating	20%		27,510		—		3,625		503
Total unconsolidated														Total unconsolidated					$	27,510		—		3,625		503
Total property acquisitions	Total property acquisitions					$	26,835		—		—		—	Total property acquisitions					$	54,345		—		3,625		503


(in thousands)	(in thousands)		Six months ended June 30, 2022											(in thousands)		Nine months ended September 30, 2022
Date Purchased		Property Name	City/State	Property Type	Regency Ownership	Purchase Price (1)		Debt Assumed, Net of Discounts (1)		Intangible Assets (1)		Intangible Liabilities (1)			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		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		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		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		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		Baederwood Shoppes	Jenkintown, PA	Operating	80%		51,603		22,779		5,796		1,062
Total consolidated	Total consolidated						211,253		22,779		22,137		8,704	Total consolidated					$	211,253		22,779		22,137		8,704
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		—		—		—		Baybrook East 1B	Houston, TX	Development	50%		5,540		—		—		—
Total unconsolidated	Total unconsolidated					$	57,920		22,074		4,336		814	Total unconsolidated					$	57,920		22,074		4,336		814
Total property acquisitions	Total property acquisitions					$	269,173		44,853		26,473		9,518	Total property acquisitions					$	269,173		44,853		26,473		9,518

(1)

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

(2)

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

REGENCY CENTERS CORPORATION AND REGENCY CENTERS, L.P.

Notes to Unaudited Consolidated Financial Statements

September 30, 2023


3.	Property Dispositions

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


	Three months ended June 30,				Six months ended June 30,				Three months ended September 30,				Nine months ended September 30,
(in thousands, except number sold data)	2023		2022		2023		2022		2023		2022		2023		2022
Net proceeds from sale of real estate investments	$	142		11,497	$	3,065		136,421	$	6,593		859	$	9,658		137,280
Gain on sale of real estate, net of tax		81		4,291		331		106,239		184		220		515		106,459
Number of operating properties sold		—		—		—		1		—		—		—		1
Number of land parcels sold		—		2		1		3		2		1		3		4
Percent interest sold	100%		100%		100%		100%		100%		100%		100%		100%

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

~~Notes to Unaudited Consolidated Financial Statements~~

~~June 30, 2023~~


4.	Other Assets

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


(in thousands)	June 30, 2023		December 31, 2022		September 30, 2023		December 31, 2022
Goodwill	$	167,062		167,062	$	167,062		167,062
Investments		49,616		54,581		48,304		54,581
Prepaid and other		49,287		28,615		54,476		28,615
Derivative assets		5,915		6,575		21,328		6,575
Furniture, fixtures, and equipment, net ("FF&E")		4,953		5,808		4,871		5,808
Deferred financing costs, net		4,010		5,156		3,438		5,156
Total other assets	$	280,843		267,797	$	299,479		267,797


5.	Notes Payable and Unsecured Credit Facilities

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


(in thousands)	Weighted Average Contractual Rate	Weighted Average Effective Rate	June 30, 2023		December 31, 2022		Weighted Average Contractual Rate	Weighted Average Effective Rate	September 30, 2023		December 31, 2022
Notes payable:
Fixed rate mortgage loans	3.9%	3.4%	$	326,471		342,135	3.9%	4.1%	$	452,512		342,135
Variable rate mortgage loans (1)	3.8%	3.9%		132,039		136,246	4.1%	4.1%		287,922		136,246
Fixed rate unsecured debt	3.8%	4.0%		3,250,564		3,248,373	3.8%	4.0%		3,251,659		3,248,373
Total notes payable				3,709,074		3,726,754
Total notes payable, net										3,992,093		3,726,754
Unsecured credit facilities:
$1.25 Billion Line of Credit (the "Line") (2)	6.0%	6.4%		—		—	6.3%	6.6%		77,000		—
Total unsecured credit facilities										77,000		—
Total debt outstanding			$	3,709,074		3,726,754			$	4,069,093		3,726,754

(1)

~~Five~~As of September 30, 2023, 14 of these ~~six~~16 variable rate loans, representing $~~129.8~~283.0 million of debt in the aggregate, have interest rate swaps in place to mitigate interest rate fluctuation risk. Based on these swap agreements, the effective fixed rates of the ~~five~~16 loans range from 2.5% to ~~6.0~~6.7%.

(2)

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

REGENCY CENTERS CORPORATION AND REGENCY CENTERS, L.P.

Notes to Unaudited Consolidated Financial Statements

September 30, 2023

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


(in thousands)	June 30, 2023										September 30, 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
2023 (2)	$	4,490		30,592		—			35,082		$	4,154		—			—			4,154
2024		5,044		90,742		250,000			345,786			12,934		133,809			250,000			396,743
2025		3,942		43,750		250,000			297,692			11,094		52,369			327,000			390,463
2026		4,127		127,096		200,000			331,223			11,426		134,850			200,000			346,276
2027		3,788		137,915		525,000			666,703			8,612		222,429			525,000			756,041
Beyond 5 Years		2,873		319		2,050,000			2,053,192			14,762		142,893			2,050,000			2,207,655
Unamortized debt premium/(discount) and issuance costs		—		3,832		(24,436	)		(20,604	)		—		(8,898	)		(23,341	)		(32,239	)
Total	$	24,264		434,246		3,250,564			3,709,074		$	62,982		677,452			3,328,659			4,069,093

(1)

Includes unsecured public and private debt and unsecured credit facilities.

(2)

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

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

•

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

•

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

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

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

~~Notes to Unaudited Consolidated Financial Statements~~

~~June 30, 2023~~


6.	Derivative Financial Instruments

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

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

REGENCY CENTERS CORPORATION AND REGENCY CENTERS, L.P.

Notes to Unaudited Consolidated Financial Statements

September 30, 2023

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

Fair Value

(in thousands)

Assets (Liabilities) (1)

Effective
Date

Maturity
Date

Notional
Amount

Bank Pays
Variable Rate of

Regency Pays
Fixed Rate of

June 30, 2023

December 31, 2022

12/1/16

11/1/23

30,806

SOFR

1.490%

407

883

9/17/19

3/17/25

24,000

SOFR

1.443%

1,357

1,443

12/20/19

12/19/26

24,365

SOFR

1.684%

1,938

1,939

2/24/23

12/31/26

15,435

SOFR

4.229%

(25
)

152

6/2/17

6/2/27

35,160

SOFR

2.261%

2,213

2,158

$
5,890

6,575


						Fair Value
(in thousands)						Assets (Liabilities) (1)
Effective Date	Maturity Date	Notional Amount		Bank Pays Variable Rate of	Regency Pays Fixed Rate of	September 30, 2023		December 31, 2022
12/1/22	3/17/25		24,000	SOFR	1.443%		1,250		1,443
12/16/22	6/2/27		35,016	SOFR	2.261%		2,485		2,158
1/17/23(2)	8/15/24		13,134	SOFR	3.995%		316		-
7/17/17(2)	7/1/27		43,446	SOFR	1.498%		4,341		-
9/21/16(2)	10/1/26		8,856	SOFR	1.475%		752		-
8/16/18(2)	8/15/28		8,830	SOFR	4.830%		505		-
3/18/19(2)	4/1/29		23,193	SOFR	3.165%		1,325		-
2/1/22(2)	2/1/32		33,854	SOFR	3.053%		6,508		-
1/3/23(2)	7/1/29		11,008	SOFR	3.633%		1,289		-
1/3/23(2)	11/1/24		5,000	SOFR	3.705%		163		-
2/24/23	12/31/26		15,390	SOFR	4.229%		131		152
2/21/23	12/21/26		24,365	SOFR	1.684%		2,061		1,939
9/19/23	9/19/28		31,000	SOFR	4.314%		15		883
10/31/17(2)	10/1/24		6,025	SOFR	2.334%		187		-
						$	21,328		6,575

(1)

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

(2)

Derivative instruments assumed as part of the UBP acquisitions.

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

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

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

~~Notes to Unaudited Consolidated Financial Statements~~

~~June 30, 2023~~

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


Location and Amount of Gain (Loss) Recognized in OCI on Derivative	Location and Amount of Gain (Loss) 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 September 30,					Three months ended September 30,						Three months ended September 30,
(in thousands)		2023		2022			2023			2022			2023		2022			2023		2022			2023			2022			2023		2022
Interest rate swaps		$	5,457		4,436	Interest expense	$	(1,649	)		481	Interest expense, net	$	36,956		36,699		$	4,606		7,069	Interest expense	$	(2,161	)		72	Interest expense, net	$	38,807		36,361

		Six months ended June 30,					Six months ended June 30,						Six months ended June 30,					Nine months ended September 30,					Nine months ended September 30,						Nine months ended September 30,
(in thousands)		2023		2022			2023			2022			2023		2022			2023		2022			2023			2022			2023		2022
Interest rate swaps		$	2,721		13,404	Interest expense	$	(3,141	)		1,491	Interest expense, net	$	73,349		73,437		$	7,327		20,473	Interest expense	$	(5,302	)		1,563	Interest expense, net	$	112,156		109,798

As of ~~June~~September 30, 2023, the Company expects approximately $~~5.8~~7.8 million of accumulated comprehensive income on derivative instruments in AOCI, including the Company's share from its Investments in real estate partnerships, to be reclassified into earnings during the next 12 months.

REGENCY CENTERS CORPORATION AND REGENCY CENTERS, L.P.

Notes to Unaudited Consolidated Financial Statements

September 30, 2023


7.	Leases

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

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

~~(i)~~ •

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

•

~~(ii)~~

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

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

(in thousands)

Three months ended September 30,

Nine months ended September 30,

2023

2022

2023

2022

Operating lease income

Fixed and in-substance fixed lease income

$
235,489

215,077

$
675,320

634,416

Variable lease income

77,901

70,473

233,019

210,390

Other lease related income, net:

Above/below market rent and tenant rent inducement amortization, net

8,118

5,484

22,734

16,786

Uncollectible straight-line rent (1)

49

3,612

2,149

8,517

Uncollectible amounts billable in lease income

(636
)

1,110

958

12,156

Total lease income

$
320,921

295,756

$
934,180

882,265

(1)

(in thousands)

Three months ended June 30,

Six months ended June 30,

2023

2022

2023

2022

Operating lease income

Fixed and in-substance fixed lease income

$
220,191

211,838

$
439,831

419,340

Variable lease income

74,337

67,890

155,118

139,916

Other lease related income, net:

Above/below market rent and tenant rent inducement amortization, net

8,751

5,613

14,616

11,302

Uncollectible straight-line rent

1,522

2,623

2,100

4,905

Uncollectible amounts billable in lease income

(343
)

4,900

1,594

11,046

Total lease income

$
304,458

292,864

$
613,259

586,509

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

~~Notes to Unaudited Consolidated Financial Statements~~

~~June 30, 2023~~

~~Lease income for operating leases~~

The amounts include straight-line rent adjustments associated 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 aconverting cash basis ~~and all previously recognized straight-line rent receivables are reversed in the period in which the Lease income is determined not~~ to ~~be probable of collection. Should collectibility of Lease income become probable again, through evaluation of qualitative and quantitative measures on a tenant by tenant basis,~~ accrual basis accounting resumes and all commencement-to-date straight-line rent is recognized in that period. In addition to the lease-specific collectibility assessment performed under ASC Topic 842, the Company may also recognize a general reserve, as a reduction to Lease income, for ~~its portfolio of operating lease receivables which are not expected to be fully collectible based on the Company's historical collection experience.~~

certain leases.

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


(in thousands)	June 30, 2023		December 31, 2022		September 30, 2023		December 31, 2022
Tenant receivables	$	28,239		31,486	$	28,792		31,486
Straight-line rent receivables		133,690		128,214		136,334		128,214
Other receivables (1)		44,124		29,163		34,313		29,163
Total tenant and other receivables	$	206,053		188,863	$	199,439		188,863

(1)

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

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

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

Our operations are subject to a number of risks and uncertainties including, but not limited to, risk factors described in our Securities and Exchange Commission ("SEC") filings, 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 2022 Form 10-K, subsequent Quarterly Reports on Form 10-Q and our other filings with and submissions to the ~~SEC.~~SEC, including those made in connection with the Company’s acquisition of UBP. 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.

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

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

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

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

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

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

The Pro-rata information is prepared on a basis consistent with the comparable consolidated amounts and is intended to more accurately reflect our proportionate economic interest in the assets, liabilities, and operating results of properties in our portfolio. We do not control the unconsolidated 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:

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.

Regency Centers Corporation began operations as a publicly-traded REIT in 1993. All of our operating, investing, and financing activities are performed through our Operating Partnership, Regency Centers, L.P. and its wholly-owned subsidiaries, and through our ~~co-investment~~real estate partnerships. As of ~~June~~September 30, 2023, the Parent Company owned approximately 99.4% of the outstanding ~~common partnership units~~Common Units and 100% of the Preferred 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 ~~June~~September 30, 2023, we had full or partial ownership interests in ~~406~~481 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 ~~51.3~~56.7 million square feet ("SF") of gross leasable area ("GLA"). Our mission is to create thriving environments for retailers and service providers to connect with surrounding neighborhoods and communities. Our vision is to elevate quality of life as an integral thread in the fabric of our communities. Our portfolio includes thriving properties merchandised with highly productive grocers, restaurants, service providers, and best-in-class retailers that connect to their neighborhoods, communities, and customers.

Please also refer to the Risk Factors discussed in Item 1A of Part I of our Annual Report on Form 10-K for the year ended December 31, 2022, and the Risk Factors described in Part II, Item 1A ofthe Form 10-Q reports filed for the quarters ended March 31 and June 30, 2023, respectively, and this Form 10-Q.

In addition, please also refer to the risk factors discussed in connection with the Company’s acquisition of UBP, including, without limitation, those described in Amendment No. 1 to the Company’s Form S-4 Registration Statement, which was filed with the SEC on July 10, 2023.

During the ~~six~~nine months ended ~~June~~September 30, 2023, we had Net income attributable to common shareholders of ~~$184.1~~$273.1 million as compared to ~~$300.0~~$387.6 million during the ~~six~~nine months ended ~~June~~September 30, 2022, which included gains on sale of real estate of ~~$106.2~~$106.5 million.

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

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

On August 18, 2023, we completed the acquisition of UBP which was structured as multiple mergers. Under the terms of the merger agreement, each share of Urstadt Biddle common stock, and Urstadt Biddle Class A common stock was converted into 0.347 of a share of common stock of the Parent Company. Additionally, each share of UBP’s 6.25% Series H Cumulative Redeemable Preferred Stock and 5.875% Series K Cumulative Redeemable Preferred Stock was converted into one share of Parent Company Series A preferred stock and Parent Company Series B preferred stock, respectively.

The following table provides the components that make up the total purchase price for the UBP acquisition:

As part of the acquisition, Regency acquired 74 properties, all considered Non-Same Property, representing 5.3 million square feet of GLA, including 10 properties held through real estate partnerships. The consolidated results of operations of UBP are included in the consolidated financial statements from the closing date, August 18, 2023 through September 30, 2023.

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

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

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

The following table summarizes leasing activity, including our Pro-rata share of activity within the portfolio of our ~~co-investment~~real estate partnerships which, for the period ended September 30, 2023, include amounts for leasing activity of properties acquired from UBP beginning August 18, 2023 (totals as a weighted average PSF):

The weighted-average base rent on signed Shop Space leases during 2023 was ~~$37.92~~$37.54 PSF, which is higher than the ~~$35.86~~$34.89 PSF weighted average annual base rent of all Shop Space leases due to expire during the next 12 months. New and renewal rent spreads, compared to prior rents on these same spaces leased, were positive at 9.2% for the ~~six~~nine months ended ~~June~~September 30, 2023, compared to ~~7.6%~~7.5% for the ~~six~~nine months ended ~~June~~September 30, 2022.

The success of our tenants in operating their businesses and their corresponding ability to pay us rent continue to be ~~impacted~~influenced by current economic challenges, which increase their cost of doing business, including, but not limited to, inflation, the cost and availability of labor, ~~shortages,~~ increasing energy prices and interest rates. Additionally, macroeconomic and geopolitical risks, ~~may~~including the current wars in Ukraine, and involving Israel and Gaza, create challenges that may exacerbate current market conditions in the United States. The policies implemented by the U.S. government to address these issues, including raising interest rates, could result in adverse impacts on the U.S. economy, including a slowing of growth and potentially a recession, thereby impacting consumer spending, tenants' businesses, and/or decreasing future demand for space in shopping centers.

These economic conditions could adversely impact our volume of leasing activity, leasing spreads, and financial results generally, as well as adversely affect the business and financial results of our tenants. The aggregate impacts of these current economic challenges may also negatively affect the overall market for retail space, resulting in decreased demand for space in our centers. This, in turn, could result in 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 adversely impacted as tenants look to manage total occupancy costs. Further, we may experience higher costs for tenant buildouts, as costs of materials and labor may continue to increase and supply and availability of both may become more limited.

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, of which four of the top five are grocers:

Our management team devotes significant time to researching and monitoring consumer preferences and trends, customer shopping behaviors, changes in delivery methods, shifts to e-commerce, and changing demographics in order to anticipate the challenges and opportunities impacting our industry. We seek to mitigate these potential impacts through maintaining a high quality portfolio, diversifying our tenant mix, replacing less successful tenants with stronger operators, anchoring our centers with market leading 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 derived from long-term lease contracts, tenants 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 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 0.6% of our Pro-rata annual base rent, including ~~0.3%~~0.5% of our Pro-rata annual base rent related to ~~Bed Bath and Beyond.~~Rite Aid.

Results from operations for the three and nine months ended September 30, 2023, include the results of our acquisition of UBP from August 18, 2023.

Lease income increased by ~~$11.6~~$25.2 million, on a net basis, primarily driven by the following contractually billable components of rent to the tenants per the lease agreements:

Management, transaction, and other fees increased ~~$607,000 primarily~~$1.3 million due to ~~an increase in debt placement fees.~~other income related to the UBP acquisition and increased property management and development fees from our real estate partnerships.

Depreciation and amortization costs increased by ~~$3.8~~$7.2 million, ~~on a net basis,~~ as follows:

Property operating expense increased ~~$6.6~~$9.7 million, ~~on a net basis,~~ as follows:

General and administrative costs increased ~~$7.4~~$0.6 million on a net basis, as follows:

Other operating expenses increased ~~$1.1~~$2.6 million attributable to an increase primarily attributable to $1.5 million of transition costs related to the acquisition of UBP, and increase in development pursuit costs and other professional services.

~~Gain on sale of real estate, net of tax, decreased $4.2~~Interest expense increased $2.4 million primarily due to the following:

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

•

The ~~$12.0~~$1.3 million ~~decrease~~increase in our equity in income of investments in real estate partnerships is largely attributable to the ~~following changes:~~

•

~~$8.9~~$0.8 million ~~decrease~~increase within ~~NYC,~~Other investments in real estate partnerships, primarily ~~due to gains on the sale of two operating properties during 2022; and~~related to:

•o

$~~3.5~~0.2 million ~~decrease within RegCal, primarily due~~increase from new partnerships related to the acquisition of UBP;

$0.4 million increase in lease income at a ~~gain on sale of one operating~~single property ~~during 2022.~~partnership under redevelopment.

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


	Three months ended June 30,									Three months ended September 30,
(in thousands)	2023			2022			Change			2023			2022			Change
Net income	$	88,172			105,987			(17,815	)	$	92,173			88,847			3,326
Income attributable to noncontrolling interests		(1,390	)		(1,191	)		(199	)		(1,453	)		(1,269	)		(184	)
Net income attributable to the Company											90,720			87,578			3,142
Preferred stock dividends											(1,644	)		—			(1,644	)
Net income attributable to common shareholders	$	86,782			104,796			(18,014	)	$	89,076		$	87,578		$	1,498
Net income attributable to exchangeable operating partnership units		(550	)		(452	)		(98	)		(520	)		(379	)		(141	)
Net income attributable to common unit holders	$	87,332			105,248			(17,916	)	$	89,596			87,957			1,639

Results from Operations

Comparison of the ~~six~~nine months ended ~~June~~September 30, 2023 and 2022:

Our revenues changed as summarized in the following table:


	Six months ended June 30,							Nine months ended September 30,
(in thousands)	2023		2022		Change			2023		2022		Change
Lease income
Base rent	$	426,907		403,605		23,302		$	654,254		611,160		43,094
Recoveries from tenants		145,974		136,238		9,736			222,947		205,614		17,333
Percentage rent		8,410		5,699		2,711			10,278		7,583		2,695
Uncollectible lease income		1,594		11,046		(9,452	)		958		12,156		(11,198	)
Other lease income		10,282		7,135		3,147			14,840		10,561		4,279
Straight-line rent		5,476		11,484		(6,008	)		8,169		18,405		(10,236	)
Above / below market rent amortization		14,616		11,302		3,314			22,734		16,786		5,948
Total lease income	$	613,259		586,509		26,750		$	934,180		882,265		51,915
Other property income		5,821		5,824		(3	)		8,459		8,290		169
Management, transaction, and other fees		13,144		13,183		(39	)		20,223		18,950		1,273
Total revenues	$	632,224		605,516		26,708		$	962,862		909,505		53,357

Total lease income increased ~~$26.8~~$51.9 million primarily driven by the following contractually billable components of rent to the tenants per the lease agreements:

•

$~~23.3~~43.1 million increase from billable Base rent, as follows:

$~~1.4~~11.8 million increase from acquisition of UBP;

$2.1 million increase from rent commencing at development properties;

$~~2.9~~3.7 million increase from acquisitions of ~~development properties;~~other operating properties in 2023 and 2022; and

$~~19.1~~25.5 million net increase from same properties, including a $2.1 million increase related to our acquisition and resulting consolidation of four properties previously held in an unconsolidated partnership during 2022, a $5.0 million increase due to redevelopment projects completing and operating, and a $12.0including:

▪

$15.3 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;

▪

$2.1 million increase related to our acquisition and resulting consolidation of four properties previously held in an unconsolidated real estate partnership during 2022; and

▪

$8.1 million increase due to redevelopment projects completing and operating.

•

$~~9.7~~17.3 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:

$~~177,000~~3.8 million increase from acquisition of UBP;

$1.1 million increase from rents commencing at development properties and the ~~sale~~acquisition of other operating ~~properties;~~

~~$564,000 increase from acquisitions of operating properties;~~properties in 2022 and 2023; and

$~~9.0~~12.4 million net increase from same properties primarily due to higher operating costs in the current ~~year.~~year and improved recovery rates.

•

$2.7 million increase in Percentage rent due to increases in tenant sales.

•

$~~9.5~~11.2 million decrease from changes in Uncollectible lease income. ~~Although~~While we continue to see improvements in our collection rates and therefor lower uncollectible lease income, our ~~2023~~offsetting recovery from the collections of COVID-19 related reserves have been lower than our 2022 experience resulting in ~~reduced~~a net negative change from Uncollectible lease income year over year.

•

$~~3.1~~4.3 million increase in Other lease income primarily due to an increase in lease termination fees.

•

$~~6.0~~10.2 million decrease in Straight-line rent due to higher 2022 levels of reinstating straight-line rents from former cash basis tenants upon returning to accrual basis.

•

$~~3.3~~5.9 million increase in Above and below market rent primarily ~~from same properties~~ driven by anaccelerated write offs for early tenant ~~move-out.~~move-outs.

Management, transaction, and other fees increased $1.3 million primarily due to other income related to the UBP acquisition and increased property management and development fees from our real estate partnerships.

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


	Six months ended June 30,							Nine months ended September 30,
(in thousands)	2023		2022		Change			2023		2022		Change
Depreciation and amortization	$	165,868		157,192		8,676		$	253,373		237,462		15,911
Property operating expense		105,416		94,211		11,205			164,643		143,788		20,855
Real estate taxes		76,986		73,569		3,417			117,157		111,495		5,662
General and administrative		50,345		36,437		13,908			71,248		56,710		14,538
Other operating expenses		1,185		2,790		(1,605	)		4,718		3,739		979
Total operating expenses	$	399,800		364,199		35,601		$	611,139		553,194		57,945

Depreciation and amortization costs increased ~~$8.7~~$15.9 million, ~~on a net basis,~~ as follows:

•

$~~319,000~~7.6 million increase from ~~development~~same properties, ~~where tenant spaces became available for occupancy, offset~~primarily driven by ~~decreases from corporate asset depreciation and the sale of operating properties;~~redevelopment projects;

•

$~~2.0~~5.3 million increase from acquisition of UBP;

•

$2.5 million increase from acquisitions of operating properties; and

•

$~~6.4~~0.5 million increase from ~~same~~development properties ~~primarily related to redevelopment projects.~~where becoming available for occupancy.

Property operating expense increased ~~$11.2~~$20.9 million, on a net basis, as follows:

•

$~~426,000~~1.9 million increase from ~~development properties where tenant spaces became available for occupancy, offset by decreases~~acquisition of UBP;

•

$0.9 million increase from ~~the sale of operating~~development properties;

•

$~~2.7~~2.9 million increase from ~~insurance~~higher claims expense ~~and~~in our captive insurance company;

•

$1.4 million related to acquisitions of other operating properties; and

•

$~~8.1~~13.8 million increase from same properties primarily attributable to an increase in recoverable common area and tenant related costs.

Real estate taxes increased ~~$3.4~~$5.7 million, on a net basis, mainly due to the following:

•

$~~864,000~~2.8 million increase from acquisition of UBP;

•

$1.3 million increase from acquisitions of other operating properties and developments where capitalization ceased and spaces became available for ~~occupancy, offset by decreases from the sale of operating properties;~~occupancy; and

•

$~~2.6~~1.6 million net increase from same properties primarily due to increases in real estate tax assessments across the portfolio.

General and administrative costs increased ~~$13.9~~$14.5 million, on a net basis, mainly due to the following:

•

$~~9.9~~10.2 million net 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;

•

$~~1.7~~1.2 million net increase driven by ~~increases in~~higher professional fees and travel related costs;

•

$~~1.7~~3.6 million net increase in compensation costs primarily driven by ~~annual base~~ salary increases, fewer vacant positions and performance based incentive compensation; ~~and~~partially offset by

•

$~~523,000 increase~~0.5 million decrease due to lower development overhead capitalization based on the timing and progress of our development and redevelopment projects.

Other operating expenses ~~had a favorable change of $1.6~~increased $1.0 million, primarily due to ~~a $1.2~~due to $1.5 million ~~fee~~increase for ~~the cancelation of a land contract~~transition costs related to ~~a development pursuit, as well as higher 2022 expenses for environmental remediation costs at one~~the acquisition of ~~our operating properties.~~UBP.

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


	Six months ended June 30,									Nine months ended September 30,
(in thousands)	2023			2022			Change			2023			2022			Change
Interest expense, net
Interest on notes payable	$	74,087			74,361			(274	)	$	113,087			111,547			1,540
Interest on unsecured credit facilities		2,329			975			1,354			3,903			1,500			2,403
Capitalized interest		(2,534	)		(1,815	)		(719	)		(4,026	)		(2,985	)		(1,041	)
Hedge expense		219			219			—			328			328			—
Interest income		(752	)		(303	)		(449	)		(1,136	)		(592	)		(544	)
Interest expense, net	$	73,349			73,437			(88	)	$	112,156			109,798			2,358
Gain on sale of real estate, net of tax		(331	)		(106,239	)		105,908			(515	)		(106,459	)		105,944
Net investment (income) loss		(3,469	)		7,962			(11,431	)		(2,449	)		9,177			(11,626	)
Total other expense (income)	$	69,549			(24,840	)		94,389		$	109,192			12,516			96,676

Interest expense increased $2.4 million primarily due to the following:

•

$1.5 million increase primarily related to loans assumed with the UBP acquisition;

•

$2.4 million increase driven by higher average balances on our unsecured credit facility; partially offset by

•

$1.5 million decrease from higher capitalization of interest due to timing of development spend and higher interest income.

During the ~~six~~nine months ended ~~June~~September 30, 2023, we recognized gains on sale of ~~$331,000~~$0.5 million from ~~one~~two land ~~parcel.~~parcels. During the ~~six~~nine months ended ~~June~~September 30, 2022, we recognized gains on sale of ~~$106.2~~$106.5 million from one operating property and ~~three~~four land parcels.

Net investment income increased ~~$11.4~~$11.6 million primarily driven by $10.1 million gains on investments held in the non-qualified deferred compensation plan ~~and our captive insurance company. This is partially offset by $9.9 million of greater~~which have an offsetting expense in General and administrative costs ~~related to participant obligations within the deferred compensation plans.~~noted above and $1.5 million gains on investments held in our captive insurance company.

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


		Six months ended June 30,								Nine months ended September 30,
(in thousands)	Regency's Ownership	2023		2022		Change			Regency's Ownership	2023		2022		Change
GRI - Regency, LLC (GRIR)	40.00%	$	18,241		18,404		(163	)	40.00%	$	27,118		27,280		(162	)
New York Common Retirement Fund (NYC) (1)	30.00%		25		9,211		(9,186	)	30.00%		68		9,162		(9,094	)
Columbia Regency Retail Partners, LLC (Columbia I)	20.00%		878		943		(65	)	20.00%		1,217		1,396		(179	)
Columbia Regency Partners II, LLC (Columbia II)	20.00%		913		918		(5	)	20.00%		1,300		1,307		(7	)
Columbia Village District, LLC	30.00%		757		700		57		30.00%		1,740		1,154		586
RegCal, LLC (RegCal) (2)	25.00%		241		4,251		(4,010	)	25.00%		369		4,374		(4,005	)
Other investments in real estate partnerships	35.00% - 50.00%		2,730		2,219		511		11.80% - 66.67%		4,490		3,182		1,308
Total equity in income of investments in real estate partnerships		$	23,785		36,646		(12,861	)		$	36,302		47,855		(11,553	)

(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 the ~~third~~fourth quarter of 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~~September 30, 2023.

The ~~$12.9~~$11.6 million decrease, on a net basis, in our equity in income of investments in real estate partnerships is largely attributable to the following changes:

•

$~~9.2~~9.1 million decrease within NYC, primarily due to gains on the sale of two operating properties during 2022; ~~and~~

•

$4.0 million decrease within RegCal, primarily due to a gain on sale of one operating property during 2022; partially offset by

•

$~~511,000~~1.3 million increase within Other investments in real estate partnerships, primarily related to increases in lease income at a single property partnership under redevelopment.

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


	Six months ended June 30,									Nine months ended September 30,
(in thousands)	2023			2022			Change			2023			2022			Change
Net income	$	186,660			302,803			(116,143	)	$	278,833			391,650			(112,817	)
Income attributable to noncontrolling interests		(2,597	)		(2,779	)		182			(4,050	)		(4,048	)		(2	)
Net income attributable to the Company											274,783			387,602			(112,819	)
Preferred stock dividends											(1,644	)		—			(1,644	)
Net income attributable to common shareholders	$	184,063			300,024			(115,961	)	$	273,139		$	387,602		$	(114,463	)
Net income attributable to exchangeable operating partnership units		(970	)		(1,315	)		345			(1,490	)		(1,694	)		204
Net income attributable to common unit holders	$	185,033			301,339			(116,306	)	$	274,629			389,296			(114,667	)

Supplemental Earnings Information

We use certain non-GAAP measures, in addition to certain performance metrics determined under GAAP, as we believe these measures improve the understanding of the 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 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 measures is they may exclude significant expense and income items that are required by GAAP to be recognized in our Consolidated Financial Statements. In addition, they reflect the exercise of management's judgment about which expense and income items are excluded or included in determining these non-GAAP measures. In order to compensate for these limitations, reconciliations of the non-GAAP measures we use to their most directly comparable GAAP are 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.

Pro-Rata Same Property NOI:

Pro-rata same property NOI, excluding termination fees/expenses, changed as follows:

Three months ended June 30,

Six months ended June 30,

(in thousands)

2023

2022

Change

2023

2022

Change

Base rent

$
234,199

225,891

8,308

$
467,119

449,156

17,963

Recoveries from tenants

82,213

75,332

6,881

160,544

151,556

8,988

Percentage rent

1,721

1,015

706

9,392

6,530

2,862

Termination fees

651

940

(289
)

5,369

2,888

2,481

Uncollectible lease income

(353
)

5,257

(5,610
)

1,506

11,891

(10,385
)
Other lease income

2,931

2,895

36

5,780

5,524

256

Other property income

2,117

2,221

(104
)

4,780

4,750

30

Total real estate revenue

323,479

313,551

9,928

654,490

632,295

22,195

Operating and maintenance

55,044

49,349

5,695

106,838

98,181

8,657

Real estate taxes

41,631

40,288

1,343

83,406

81,358

2,048

Ground rent

2,928

2,951

(23
)

5,972

5,864

108

Total real estate operating expenses

99,603

92,588

7,015

196,216

185,403

10,813

Pro-rata same property NOI

$
223,876

220,963

2,913

$
458,274

446,892

11,382

Less: Termination fees

651

940

(289
)

5,369

2,888

2,481

Pro-rata same property NOI, excluding termination fees

$
223,225

220,023

3,202

$
452,905

444,004

8,901

Pro-rata same property NOI growth, excluding termination fees

1.5
%

2.0
%


	Three months ended September 30,								Nine months ended September 30,
(in thousands)	2023			2022		Change			2023		2022		Change
Base rent	$	235,876			228,761		7,115		$	702,995		677,917		25,078
Recoveries from tenants		80,327			75,942		4,385			240,872		227,497		13,375
Percentage rent		2,208			2,244		(36	)		11,600		8,774		2,826
Termination fees		1,037			902		135			6,407		3,790		2,617
Uncollectible lease income		(392	)		1,214		(1,606	)		1,113		13,105		(11,992	)
Other lease income		3,276			3,081		195			9,056		8,606		450
Other property income		2,023			1,930		93			6,803		6,680		123
Total real estate revenue		324,355			314,074		10,281			978,846		946,369		32,477
Operating and maintenance		55,747			49,544		6,203			162,586		147,725		14,861
Real estate taxes		40,695			41,543		(848	)		124,100		122,900		1,200
Ground rent		3,153			2,991		162			9,125		8,856		269
Total real estate operating expenses		99,595			94,078		5,517			295,811		279,481		16,330
Pro-rata same property NOI	$	224,760			219,996		4,764		$	683,035		666,888		16,147
Less: Termination fees		1,037			902		135			6,407		3,790		2,617
Pro-rata same property NOI, excluding termination fees	$	223,723			219,094		4,629		$	676,628		663,098		13,530
Pro-rata same property NOI growth, excluding termination fees							2.1	%						2.0	%

Real estate revenue increased ~~$9.9~~$10.3 million and ~~$22.2~~$32.5 million, on a net basis, during the three and ~~six~~nine months ended ~~June~~September 30, 2023 and 2022, respectively, as follows:

Base rent increased ~~$8.3~~$7.1 million and ~~$18.0~~$25.1 million during the three and ~~six~~nine months ended ~~June~~September 30, 2023, respectively, due to rent steps in existing leases, positive rental spreads on new and renewal leases, and increases in occupancy, as well as redevelopment projects completing and operating.

Recoveries from tenants increased ~~$6.9~~$4.4 million and ~~$9.0~~$13.4 million during the three and ~~six~~nine months ended ~~June~~September 30, 2023, respectively, due to increases in recoverable expenses.

Percentage rent increased ~~$706,000 and $2.9~~$2.8 million during the ~~three and six~~nine months ended ~~June~~September 30, 2023, ~~respectively,~~ due to increases in tenant sales.

Termination fees increased ~~$2.5~~$2.6 million during the ~~six~~nine months ended ~~June~~September 30, 2023, driven by two anchor terminations that were recognized in 2023.

Uncollectible lease income decreased ~~$5.6~~$1.6 million and ~~$10.4~~$12.0 million during the three and ~~six~~nine months ended ~~June~~September 30, 2023, respectively, primarily driven by the 2022 collection of previously reserved amounts, which have continued to be favorable in 2023, but to a lesser degree.

Total real estate operating expense increased ~~$7.0~~$5.5 million and ~~$10.8~~$16.3 million, on a net basis, during the three and ~~six~~nine months ended ~~June~~September 30, 2023, respectively, as follows:

Operating and maintenance increased ~~$5.7~~$6.2 million and ~~$8.7~~$14.9 million during the three and ~~six~~nine months ended ~~June~~September 30, 2023, respectively, primary due to increases in ~~recoverable costs.~~Recoverable Costs.

Real estate taxes increased ~~$1.3 million and $2.0~~$1.2 million during the ~~three and six~~nine months ended ~~June~~September 30, 2023, respectively, due to an increase in real estate assessments across the portfolio.

Same Property Rollforward:

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


	Three months ended June 30,											Three months ended September 30,
	2023					2022						2023				2022
(GLA in thousands)	Property Count		GLA			Property Count			GLA			Property Count		GLA		Property Count		GLA
Beginning same property count		395		42,147			393			41,220			395		42,143		390		41,446
Acquired properties owned for entirety of comparable periods (1)		—		—			—			327
Disposed properties		—		—			(3	)		(103	)
SF adjustments (2)		—		(4	)		—			2			—		17		—		10
Ending same property count		395		42,143			390			41,446			395		42,160		390		41,456


	Six months ended June 30,											Nine months ended September 30,
	2023					2022						2023				2022
(GLA in thousands)	Property Count		GLA			Property Count			GLA			Property Count		GLA		Property Count			GLA
Beginning same property count		389		41,382			393			41,294			389		41,383		393			41,294
Acquired properties owned for entirety of comparable periods presented (1)		5		771			—			327			5		771		—			327
Developments that reached completion by the beginning of earliest comparable period presented		—		—			1			72			—		—		1			72
Disposed properties		—		—			(4	)		(191	)		—		—		(4	)		(191	)
SF adjustments (2)		—		(10	)		—			(56	)		—		6		—			(46	)
Change in intended property use		1		—			—			—			1		—		—			—
Ending same property count		395		42,143			390			41,446			395		42,160		390			41,456

(1)

Includes an adjustment to GLA arising from the acquisition of our partners' share of properties previously held in the RegCal and USAA partnerships, of which our previous ownership share was already included in our Same Property pool.

(2)

SF adjustments 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 September 30,						Nine months ended September 30,
(in thousands, except share information)	2023			2022			2023			2022			2023			2022			2023			2022
Reconciliation of Net income to Nareit FFO
Net income attributable to common shareholders	$	86,782			104,796		$	184,063			300,024		$	89,076			87,578		$	273,139			387,602
Adjustments to reconcile to Nareit FFO: (1)
Depreciation and amortization (excluding FF&E)		89,505			85,738			178,540			169,868			94,011			86,405			272,551			256,273
Gain on sale of real estate, net of tax		(64	)		(17,089	)		(305	)		(119,099	)		(827	)		(202	)		(1,132	)		(119,301	)
Exchangeable operating partnership units		550			452			970			1,315			520			379			1,490			1,694
Nareit FFO attributable to common stock and unit holders	$	176,773			173,897		$	363,268			352,108		$	182,780			174,160		$	546,048			526,268
Reconciliation of Nareit FFO to Core Operating Earnings
Nareit Funds From Operations	$	176,773			173,897		$	363,268			352,108		$	182,780			174,160		$	546,048			526,268
Adjustments to reconcile to Core Operating Earnings (1):
Not Comparable Items
Merger transition costs														1,511			—			1,511			—
Early extinguishment of debt														—			—			—			176
Certain Non Cash Items					176						176
Straight-line rent		(1,784	)		(2,534	)		(4,173	)		(6,012	)		(3,142	)		(3,140	)		(7,315	)		(9,152	)
Uncollectible straight-line rent		(1,755	)		(3,071	)		(2,390	)		(5,454	)		92			(4,156	)		(2,298	)		(9,610	)
Above/below market rent amortization, net		(8,554	)		(5,323	)		(14,219	)		(10,715	)		(7,919	)		(5,191	)		(22,138	)		(15,906	)
Debt premium/discount amortization		8			(51	)		—			(157	)
Debt and derivative mark-to-market amortization														667			(28	)		667			(185	)
Core Operating Earnings	$	164,688			163,094		$	342,486			329,946		$	173,989			161,645		$	516,475			491,591

(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 to Nearest GAAP Measure:

Our reconciliation of Net income attributable to common 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 September 30,				Nine months ended September 30,
(in thousands)	2023		2022			2023		2022			2023		2022		2023		2022
Net income attributable to common shareholders	$	86,782		104,796		$	184,063		300,024		$	89,076		87,578	$	273,139		387,602
Less:
Management, transaction, and other fees		7,106		6,499			13,144		13,183			7,079		5,767		20,223		18,950
Other (1)		12,799		12,110			22,301		24,731			12,016		13,564		34,317		38,295
Plus:
Depreciation and amortization		83,161		79,350			165,868		157,192			87,505		80,270		253,373		237,462
General and administrative		25,065		17,645			50,345		36,437			20,903		20,273		71,248		56,710
Other operating expense		1,682		617			1,185		2,790			3,533		949		4,718		3,739
Other expense (income)		35,133		37,876			69,549		(24,840	)		39,643		37,356		109,192		12,516
Equity in income of investments in real estate excluded from NOI (2)		11,813		(375	)		23,598		12,013			11,668		11,754		35,266		23,767
Net income attributable to noncontrolling interests		1,390		1,191			2,597		2,779			1,453		1,269		4,050		4,048
Preferred stock dividends and issuance costs												1,644		—		1,644		—
Pro-rata NOI	$	225,121		222,491		$	461,760		448,481		$	236,330		220,118	$	698,090		668,599
Less non-same property NOI (3)		1,245		1,528			3,486		1,589			11,570		122		15,055		1,711
Pro-rata same property NOI	$	223,876		220,963		$	458,274		446,892		$	224,760		219,996	$	683,035		666,888

(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 properties, and corporate activities. Also includes adjustments for earnings at the four properties we acquired from our former unconsolidated RegCal partnership in 2022 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, its subsidiaries, or by our ~~co-investment~~real estate partnerships. The Operating Partnership is a co-issuer and a guarantor of the $200 million of outstanding debt of our Parent Company. The Parent Company will from time to time access the capital markets for the purpose of issuing new equity, and will simultaneously contribute all of the offering proceeds to the Operating Partnership in exchange for additional partnership units.

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

We have no unsecured debt maturities 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, and in the longer term, although we can give no assurances.

In addition to our ~~$39.8~~$74.4 million of unrestricted cash, we have the following additional sources of capital available:


(in thousands)	June 30, 2023		September 30, 2023
Line of Credit
ATM program
Original offering amount			$	500,000
Available capacity ~~(1)~~			$	500,000
Line of credit
Total commitment amount	$	1,250,000	$	1,250,000
Available capacity ~~(1)~~	$	1,241,558	$	1,164,720
Maturity (2)	March 23, 2025		March 23, 2025

(1)

Net of letters of ~~credit.~~credit issued against our Line 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 1,~~November 2, 2023, our Board of ~~Directors declared~~Directors:

•

Declared a common stock dividend of ~~$0.65~~$0.67 per share, payable on ~~October 4, 2023,~~January 3, 2024, to shareholders of record as of ~~September~~December 14, ~~2023.~~ 2023;

•

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

•

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

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 allow the Company and Operating Partnerships to each 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~~nine months ended ~~June~~September 30, 2023 and 2022, we generated cash flow from operations of ~~$334.7~~$547.7 million and ~~$327.8~~$528.2 million, respectively, and paid ~~$223.2~~$334.3 million and ~~$214.8~~$322.9 million in dividends to our common stock and unit holders, in the same respective periods.

We currently have development and redevelopment projects in various stages of construction, along with a pipeline of potential projects for future development or redevelopment. We estimate that we will require cash during the next 12 months of approximately ~~$589.5~~$644.9 million related to leasing commissions, tenant improvements, in-process developments and redevelopments, capital contributions to our ~~co-investment~~real estate 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 and labor shortages may extend the time to completion of these projects.

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

We endeavor to maintain a high percentage of unencumbered assets. As of ~~June~~September 30, 2023, ~~90.4%~~85.7% of our wholly-owned real estate assets were unencumbered. 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 12 month fixed charge coverage ratio, including our Pro-rata share of our partnerships, was ~~4.8x~~5.0x and 4.7x for the periods ended ~~June~~September 30, 2023, and December 31, 2022, respectively, and our Pro-rata net ~~debt-to-operating~~debt and Preferred Stock-to-operating EBITDAre ratio on a trailing 12 month basis was ~~4.9x~~5.5x and 5.0x, respectively, for the same periods.

Our Line and unsecured debt require that we remain in compliance with various covenants, which are described in the Notes to Consolidated Financial Statements included in our 2022 Form 10-K. The debt assumed in conjunction with the UBP acquisition contain covenants that are consistent with our existing debt covenants. We were in compliance with these covenants at ~~June~~September 30, 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,									Nine months ended September 30,
(in thousands)	2023			2022			Change			2023			2022			Change
Net cash provided by operating activities	$	334,677			327,757			6,920		$	547,685			528,242			19,443
Net cash used in investing activities		(91,411	)		(65,262	)		(26,149	)		(231,527	)		(111,867	)		(119,660	)
Net cash used in financing activities		(268,934	)		(236,332	)		(32,602	)		(303,864	)		(356,418	)		52,554
Net (decrease) increase in cash and cash equivalents and restricted cash	$	(25,668	)		26,163			(51,831	)
Net increase in cash and cash equivalents and restricted cash										$	12,294			59,957			(47,663	)
Total cash and cash equivalents and restricted cash	$	43,108			121,190			(78,082	)	$	81,070			154,984			(73,914	)

Net cash provided by operating activities:

Net cash provided by operating activities increased ~~$6.9~~$19.4 million due to:

•

$~~4.3~~16.2 million increase in cash from operations due to timing of receipts and payments, and

•

$~~2.7~~3.2 million increase in operating cash flow distributions from Investments in real estate partnerships.

Net cash used in investing activities:

Net cash used in investing activities changed by ~~$26.1~~$119.7 million as follows:


	Six months ended June 30,									Nine months ended September 30,
(in thousands)	2023			2022			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	)		139,775		$	(2,033	)		(141,275	)		139,242
Acquisition of UBP, net of cash acquired of $14,143											(80,488	)		—			(80,488	)
Real estate development and capital improvements		(100,114	)		(99,470	)		(644	)		(158,982	)		(143,724	)		(15,258	)
Proceeds from sale of real estate and FF&E		3,745			136,421			(132,676	)		10,338			137,280			(126,942	)
Issuance of notes receivable		(4,000	)		—			(4,000	)		(4,000	)		—			(4,000	)
Investments in real estate partnerships		(3,109	)		(11,549	)		8,440			(9,118	)		(13,573	)		4,455
Return of capital from investments in real estate partnerships		3,644			48,473			(44,829	)		3,644			48,473			(44,829	)
Dividends on investment securities		420			214			206			571			336			235
Acquisition of investment securities		(2,748	)		(8,313	)		5,565			(5,206	)		(15,205	)		9,999
Proceeds from sale of investment securities		10,751			8,737			2,014			13,747			15,821			(2,074	)
Net cash used in investing activities	$	(91,411	)		(65,262	)		(26,149	)	$	(231,527	)		(111,867	)		(119,660	)

Significant changes in investing activities include:

•

In 2022, we paid ~~$139.8~~$141.3 million to purchase six operating properties, including four properties in which we previously held a 25% interest through an unconsolidated Investment in real estate partnership.

•

We invested ~~$644,000~~$80.5 million, net of $14.1 million in cash acquired for the acquisition of UBP, including $39.3 million for UBP debt repaid at closing, and $55.3 million in direct transaction and other costs, with an additional $1.9 million in transaction costs outstanding in Accounts payable and other liabilities.

•

We invested $15.3 million more on real estate development, redevelopment, and capital improvements, as further detailed in a table below.

•

We sold ~~one~~three land ~~parcel~~parcels in 2023 for proceeds of ~~$3.7~~$10.3 million compared to one operating property, ~~two~~three land parcels and one development project interest in 2022 for proceeds of ~~$136.4~~$137.3 million.

•

We issued a $4.0M short-term note receivable to a co-investment partner in 2023.

•

Investments in real estate partnerships:

In 2023, we invested ~~$3.1~~$9.1 million, including:

▪

$2.8 million to fund our share of acquiring one operating property within an existing real estate partnership, and

▪

$6.3 million to fund our share of development and redevelopment activities.

In 2022, we invested ~~$11.5~~$13.6 million, including:

▪

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

▪

$~~6.1~~7.5 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~~nine months ended ~~June~~September 30, 2023 we received $3.6 million from our share of proceeds from debt refinancing activities.

During the same period in 2022, we received $36.9 million from our share of proceeds from real estate sales and $11.6 million from our share of proceeds from 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 2023, we deployed capital of ~~$100.1~~$159.0 million for the development, redevelopment, and improvement of our real estate properties, comprised of the following:


	Six months ended June 30,							Nine months ended September 30,
(in thousands)	2023		2022		Change			2023		2022		Change
Capital expenditures:
Land acquisitions	$	2,580		11,545		(8,965	)	$	2,580		11,545		(8,965	)
Building and tenant improvements		30,963		36,468		(5,505	)		58,549		55,094		3,455
Redevelopment costs		42,745		31,708		11,037			57,384		48,641		8,743
Development costs		17,705		14,075		3,630			30,613		20,252		10,361
Capitalized interest		2,476		1,789		687			3,931		2,922		1,009
Capitalized direct compensation		3,645		3,885		(240	)		5,925		5,270		655
Real estate development and capital improvements	$	100,114		99,470		644		$	158,982		143,724		15,258

•

We acquired one land parcel for development in 2023 and one land parcel in 2022.

•

Building and tenant improvements ~~decreased $5.5~~increased $3.5 million in 2023, primarily related to the timing of capital projects.

•

Redevelopment costs are ~~$11.0~~$8.7 million higher in 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 costs are ~~slightly~~ higher in 2023 due to the progress towards completion of our development projects in process. See the tables below for more details about our development projects.

•

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

•

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

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


(in thousands, except cost PSF)	(in thousands, except cost PSF)					June 30, 2023									(in thousands, except cost PSF)					September 30, 2023
Property Name		Market	Ownership (3)	Start Date	Estimated Stabilization Year (1)	Estimated Net Development Costs (2) (3)		GLA (3)		Cost PSF of GLA (2) (3)		% of Costs Incurred				Market	Ownership (3)	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
Glenwood Green		Metro NYC	70%	Q1-22	2025		46,172		247		187		59	%		Metro NYC	70%	Q1-22	2025		46,172		247		187		69	%
Baybrook East - Phase 1B		Houston, TX	50%	Q2-22	2025		10,384		78		133		59	%		Houston, TX	50%	Q2-22	2025		10,384		78		133		74	%
Sienna - Phase 1		Houston, TX	75%	Q2-23	2027		9,291		23		404		25	%		Houston, TX	75%	Q2-23	2027		9,409		23		409		25	%
SunVet		Long Island, NY	100%	Q2-23	2027		86,722		168		516		29	%
The Shops at SunVet																Long Island, NY	100%	Q2-23	2027		86,722		168		516		33	%
Total Developments In-Process	Total Developments In-Process					$	152,569		516		296		40	%	Total Developments In-Process					$	152,687		516		296		46	%

(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)

Ownership, Estimated Net Development Costs, and GLA are reported based on Regency's expected 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, 2023							(in thousands, except cost PSF)					September 30, 2023
Property Name		Market	Ownership (3)	Start Date	Estimated Stabilization Year (1)	Estimated Net Project Costs (2) (3)		GLA (3)		% of Costs Incurred				Market	Ownership (3)	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 Abbot		Boston, MA	100%	Q2-19	2025	$	58,979		64		90	%		Boston, MA	100%	Q2-19	2025	$	58,973		64		92	%
Westbard Square Phase I		Bethesda, MD	100%	Q2-21	2025		37,000		123		68	%		Bethesda, MD	100%	Q2-21	2025		37,000		126		68	%
Buckhead Landing		Atlanta, GA	100%	Q2-22	2025		28,033		152		19	%		Atlanta, GA	100%	Q2-22	2025		28,458		152		25	%
Bloom on Third (fka Town and Country Center)		Los Angeles, CA	35%	Q4-22	2027		24,525		51		10	%		Los Angeles, CA	35%	Q4-22	2027		24,525		51		12	%
Mandarin Landing		Jacksonville, FL	100%	Q2-23	2025		15,264		136		3	%		Jacksonville, FL	100%	Q2-23	2025		16,422		140		5	%
Serramonte Center - Phase 3		San Francisco, CA	100%	Q2-23	2025		36,989		1,072		7	%		San Francisco, CA	100%	Q2-23	2025		36,989		1,072		13	%
Circle Marina Center														Los Angeles, CA	100%	Q3-23	2025		14,986		118		5	%
Various Redevelopments		Various	20% - 100%	Various	Various		57,289		1,650		33	%		Various	20% - 100%	Various	Various		69,911		2,215		30	%
Total Redevelopments In-Process	Total Redevelopments In-Process					$	258,079		3,248		46	%	Total Redevelopments In-Process					$	287,264		3,938		45	%

Redevelopments Completed	Redevelopments Completed												Redevelopments Completed
The Crossing Clarendon		Metro DC	100%	Q4-18	2024	$	55,679		129		90	%		Metro DC	100%	Q4-18	2024	$	55,679		129		92	%
Various Properties		Various	20% - 100%	Various	Various		13,750		727		92	%		Various	20% - 100%	Various	Various		18,307		844		95	%
Total Redevelopments Completed	Total Redevelopments Completed					$	69,429		856		90	%	Total Redevelopments Completed					$	73,986		973		92	%

(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)

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

4650

Net cash used in financing ~~activities:~~activities

Net cash flows from financing activities changed by ~~$32.6~~$52.6 million during 2023, as follows:


	Six months ended June 30,									Nine months ended September 30,
(in thousands)	2023			2022			Change			2023			2022			Change
Cash flows from financing activities:
Net proceeds from common stock issuances	$	(10	)		61,284			(61,294	)	$	4			61,284			(61,280	)
Repurchase of common shares in conjunction with equity award plans	$	(7,621	)		(6,388	)		(1,233	)	$	(7,653	)		(6,438	)		(1,215	)
Common shares repurchased through share repurchase program		(20,006	)		(71,898	)		51,892			(20,006	)		(75,419	)		55,413
Contributions from limited partners in consolidated partnerships, net		1,225			1,234			(9	)		3,167			1,568			1,599
Dividend payments and operating partnership distributions		(223,239	)		(214,818	)		(8,421	)		(334,293	)		(322,897	)		(11,396	)
Proceeds from unsecured credit facilities, net											77,000			—			77,000
Proceeds from debt issuance		15,500			—			15,500			46,500			—			46,500
Debt repayment, including early redemption costs		(34,670	)		(5,728	)		(28,942	)		(68,234	)		(14,498	)		(53,736	)
Payment of loan costs		(141	)		(82	)		(59	)		(411	)		(82	)		(329	)
Proceeds from sale of treasury stock, net		28			64			(36	)		62			64			(2	)
Net cash used in financing activities	$	(268,934	)		(236,332	)		(32,602	)	$	(303,864	)		(356,418	)		52,554

Significant financing activities during the ~~six~~nine months ended ~~June~~September 30, 2023 and 2022, 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 ~~$7.6~~$7.7 million and $6.4 million during 2023 and 2022, respectively.

•

We paid $20.0 million to repurchase 349,519 shares of our common stock through our Repurchase Program during 2023, and ~~$71.9~~$75.4 million during the same period in 2022 to repurchase ~~1,234,417~~1,294,201 common shares.

•

We received ~~$1.2~~$3.2 million net from limited partners, including ~~$3.1~~$8.3 million of contributions for their share of debt repayments and development funding, partially offset by ~~$1.9~~$5.1 million in distributions during 2023. During 2022, we received ~~$1.2~~$1.6 million net from limited partners, including ~~$5.0~~$6.5 million of contributions in a new consolidated partnership, partially offset by ~~$3.8~~$4.9 million in distributions.

•

We paid ~~$8.4~~$11.4 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 received net proceeds of $77.0 million from our unsecured credit facilities to fund direct transaction costs related to the UBP acquisition.

•

We had the following debt related activity during 2023:

We received ~~$15.5~~$46.5 million in proceeds from a mortgage refinancing,

We paid ~~$34.7~~$68.2 million for debt repayments, including:

▪

$~~5.1~~7.9 million in principal mortgage payments, and

▪

$~~29.6~~60.3 million ~~to repay four~~for a combination of repaying or refinancing five mortgage loans at maturity.

•

We had the following debt related activity during 2022:

We paid ~~$5.7~~$8.5 million in principal mortgage ~~payments.~~payments, and

$6.0 million to repay a mortgage loan at maturity.

4751

Investments in Real Estate Partnerships

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


		Combined				Regency's Share (1)							Combined				Regency's Share (1)
(dollars in thousands)		June 30, 2023		December 31, 2022		June 30, 2023			December 31, 2022				September 30, 2023		December 31, 2022		September 30, 2023			December 31, 2022
Number of Co-investment Partnerships			13		13
Regency's Ownership		20% - 50%		20% - 50%
Number of Properties		96			96
Number of real estate partnerships														19		13
Regency's ownership													12% - 67%		20% - 50%
Number of properties														102		96
Assets		$	2,605,708		2,608,005	$	944,298			943,699			$	2,739,604		2,608,005	$	1,000,709			943,699
Liabilities			1,522,183		1,497,630		540,745			530,915				1,604,587		1,497,630		570,053			530,915
Equity			1,083,525		1,110,375		403,553			412,784				1,135,017		1,110,375		430,656			412,784
Basis difference	Basis difference						(61,114	)		(62,407	)	Basis difference						(48,356	)		(62,407	)
Investments in real estate partnerships	Investments in real estate partnerships					$	342,439			350,377		Investments in real estate partnerships					$	382,300			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.

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


(in thousands)	Regency's Ownership	June 30, 2023		December 31, 2022		Regency's Ownership	September 30, 2023		December 31, 2022
GRI-Regency, LLC (GRIR)	40.00%	$	148,545		155,302	40.00%	$	148,596		155,302
New York Common Retirement Fund (NYC) (1)	30.00%		116		674	30.00%		159		674
Columbia Regency Retail Partners, LLC (Columbia I)	20.00%		7,442		7,423	20.00%		7,256		7,423
Columbia Regency Partners II, LLC (Columbia II)	20.00%		41,103		41,757	20.00%		43,553		41,757
Columbia Village District, LLC	30.00%		5,635		5,836	30.00%		6,141		5,836
RegCal, LLC (RegCal) (2)	25.00%		5,572		5,789	25.00%		5,550		5,789
Individual Investors
Ballard Blocks	49.90%		61,894		62,624	49.90%		62,000		62,624
Bloom on Third (fka Town and Country Center)	35.00%		41,703		40,409	35.00%		42,417		40,409
Others(3)	50.00%		30,429		30,563	11.80% - 66.67%		66,628		30,563
Total Investment in real estate partnerships		$	342,439		350,377		$	382,300		350,377

(1)

On May 25, 2022, the NYC partnership sold the remaining two properties and distributed sales proceeds to the members. Dissolution will follow final distributions, which are expected in the ~~third~~fourth quarter of 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. Upon acquisition, these four properties were consolidated into Regency's financial statements. A single operating property remains within RegCal, LLC at ~~June~~September 30, 2023.

(3)

Includes investments in real estate partnerships acquired as part of the UBP acquisition, which was effective on August 18, 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, 2023													September 30, 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
2023 (1)	$	1,037		—			—		1,037			340		$	941		—			—		941			284
2024		2,205		33,690			—		35,895			14,298			3,718		33,690			—		37,408			14,678
2025		4,506		143,636			—		148,142			46,314			6,094		146,221			—		152,315			48,005
2026		5,728		223,608			25,800		255,136			82,563			7,393		225,589			39,800		272,782			86,475
2027		5,829		32,800			—		38,629			13,231			7,576		32,800			—		40,376			13,669
Beyond 5 Years		9,894		939,728			—		949,622			352,818			10,956		986,042			1,487		998,485			373,113
Net unamortized loan costs, debt premium / (discount)		—		(11,485	)		—		(11,485	)		(4,094	)		—		(11,235	)		—		(11,235	)		(4,085	)
Total	$	29,199		1,361,977			25,800		1,416,976			505,470		$	36,678		1,413,107			41,287		1,491,072			532,139

(1)

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

4852

At ~~June~~September 30, 2023, our investments in real estate partnerships had notes payable of ~~$1.4~~$1.5 billion maturing through 2034, of which ~~97.1%~~96.0% had a weighted average fixed interest rate of ~~3.7%~~3.8%. The remaining notes payable float with SOFR and had a weighted average variable interest rate of ~~7.0%~~7.2%, based on rates as of ~~June~~September 30, 2023. These fixed and variable rate notes payable are all non-recourse, and our Pro-rata share was ~~$505.5~~$532.1 million as of ~~June~~September 30, 2023. As notes payable mature, they are expected to be repaid from proceeds from new borrowings and/or partner capital contributions. Refinancing debt at maturity in the current interest rate environment could result in higher interest expense in future periods if rates remain elevated.

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

Management fee income

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


	Three months ended June 30,				Six months ended June 30,				Three months ended September 30,				Nine months ended September 30,
(in thousands)	2023		2022		2023		2022		2023		2022		2023		2022
Asset management, property management, leasing, and other transaction fees	$	7,106		6,499	$	13,144		13,183	$	6,322		5,767	$	19,465		18,950

Recent Accounting Pronouncements

See Note 1 to Unaudited Financial Statements.

Environmental Matters

We are subject to numerous environmental laws and regulations that apply to our shopping centers, which primarily pertain to 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 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~~September 30, 2023, we had accrued liabilities of ~~$10.7~~$19.9 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, 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. Please also refer to the Risk Factors in our Annual Report on Form 10-K for the year ended December 31, 2022, discussed in Item 1A of Part I thereof, and the Risk Factors described in Part II, Item 1A of this Form 10-Q.

4953

Item 4. Controls and Procedures

Controls and Procedures (Regency Centers Corporation)

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

There have been no changes in the Parent Company's internal controls over financial reporting identified in connection with this evaluation that occurred during the ~~second~~third quarter of 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 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~~third quarter of 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

See Note 12 — Commitments and Contingencies in the Notes for discussion regarding material legal proceedings and contingencies. Except as set forth in such discussion, there have been no material developments in legal proceedings as reported in Item 3. “Legal Proceedings” of our 2022 Form 10-K.

Item 1A. Risk Factors

In addition to the information set forth in this report, you should carefully consider the risk factors discussed in Item 1A. of Part I of our Annual Report on Form 10-K for the year ended December 31, 2022 (“2022 Annual Report”)., and the Risk Factors described in Part II, Item 1A of the Form 10-Q reports filed in the quarters ended March 31, and June 30, 2023, respectively, and this form 10Q. There have been no material changes in our risk factors from those described in our 2022 Annual Report except as disclosed in our ~~424(b)(3) prospectus,~~Form S-4 Registration Statement, filed with the SEC on July ~~12,~~10, 2023, in connection with our ~~pending~~ acquisition of Urstadt Biddle, which contains, ~~among other things,~~without limitation, additional risk factors ~~relating~~in a section of the prospectus entitled “Risks Relating to ~~such acquisition, and~~Regency After Completion of the ~~additional~~Mergers”. In addition, we note the risk factor identified during 2023 detailed below:

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 ~~quarter~~three months ended ~~June~~September 30, 2023, we issued 3,340 shares of common stock of Regency Centers Corporation in connection with the ~~Operating Partnership issued 338,704 exchangeable operating partnership~~redemption of common units ~~to partially fund the acquisition~~ of ~~a development property. Such units were issued pursuant to~~Regency Centers, L.P. in reliance on the exemption from registration ~~contained in Section 4(a)(2)~~requirements of the Securities Act of 1933, as amended, ~~as they~~afforded by Section 4(a) (2) thereof. There were ~~sold to accredited investors. No underwriting discounts or commissions were paid with respect to such sales.~~no other unregistered sales of equity securities during the three months ended September 30, 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~~September 30, 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 (in thousands) (2)

April 1 through April 30, 2023

8,761

$
60.32

—

$
230,000

May 1 through May 31, 2023

109

$
60.21

—

$
230,000

June 1 through June 30, 2023

—

$
—

—

$
230,000


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 (in thousands) (2)
July 1 through July 31, 2023		—	$	—		—	$	230,000
August 1 through August 31, 2023		341	$	65.01		—	$	230,000
September 1 through September 30, 2023		649	$	63.11		—	$	230,000

(1)

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

(2)

Our Board ~~authorizes~~has authorized a common ~~share~~stock repurchase program under which we may purchase, from time to time, up to a maximum of $250 million of our outstanding common stock through open market purchases, and/or in privately negotiated transactions. The timing and price of ~~share~~stock repurchases will be dependent upon market conditions and other factors. Any ~~shares~~stock repurchased, if not retired, will be treated as treasury ~~shares.~~stock. Our ~~prior~~stock repurchase program ~~expired on February 3, 2023 and the Board authorized a new program as of February 8, 2023 which is set to~~will expire February 7, 2025, unless modified, extended or earlier terminated by the Board.

Item 3. Defaults Upon Senior Securities

None.

Item 4. Mine Safety Disclosures

Not applicable.

Item 5. Other Information

~~During~~Rule 10b5-1 Trading Plans

On September 13, 2023, Martin E. Stein Jr., the ~~three months ended June 30, 2023, there were no modifications,~~Company’s ~~adoptions~~Executive Chairman or ~~terminations~~ ~~by any directors or officers to any contract, instruction or written plan for~~of the ~~purchase or sale of securities~~Board of the Company, took the following actions:

(i) Mr. Stein terminated a trading arrangement he had previously adopted with respect to the sale of the Company’s common stock (a “Rule 10b5-1 Trading Plan”). Mr. Stein’s Rule 10b5-1 Trading Plan was adopted on February 23, 2023 and, prior to its termination by Mr. Stein, was to expire by its terms on March 31, 2024. This Rule 10b5-1 Trading Plan provided for the sale of up to 100,000 shares of common stock pursuant to multiple limit orders. As of the date of termination of this plan, Mr. Stein had not sold any shares of common stock under its terms.

(ii) Mr. Stein adopted a new Rule 10b5-1 Trading Plan that is intended to satisfy the affirmative defense conditions of Securities Exchange Act Rule 10b5-1(c) ~~or non-Rule~~. Mr. Stein’s Rule 10b5-1 ~~trading agreements.~~
Trading Plan, which expires on February 15, 2025, provides for the sale of up to 50,000 shares of common stock pursuant to multiple limit orders. Since adoption of this plan, Mr. Stein has not sold any shares of common stock under its terms.

Entry into Material Definitive Agreements

Indemnification Agreements

On November 2, 2023, the Company entered into an indemnification agreement (an “Indemnification Agreement”) with each current member of its Board of Directors and each of its executive officers (each being referred to as an “Indemnified Party” and collectively as the “Indemnified Parties”). These Indemnification Agreements require the Company, among other things, to indemnify and hold harmless its directors and executive officers against claims, lawsuits, proceedings and liabilities (collectively, “Claims”) that may arise by reason of their status or capacity with, or service to, the Company and its subsidiaries, to the fullest extent permitted by the Company’s Articles of Incorporation, Bylaws and the Florida Business Corporation Act. These Indemnification Agreements also require the Company to advance expenses incurred by the Indemnified Parties in investigating or defending any such Claims, and sets forth various procedures in respect of such advancement and indemnification. The Indemnification Agreements also require the Company to procure customary directors and officers liability insurance, subject to certain conditions. The Company believes that these agreements are appropriate and necessary to attract and retain qualified individuals to serve as directors and executive officers.

The foregoing summary of the terms of the Indemnification Agreements does not purport to be complete and is qualified in its entirety by reference to the full text of the “form of” Indemnification Agreement, a copy of which is filed as Exhibit 10.1 to this Quarterly Report on Form 10-Q, and is incorporated herein by reference.

Item 6. Exhibits

In reviewing any agreements included as exhibits to this 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 not misleading. Additional information about the Company may be found elsewhere in this Report and the Company's other public 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


1.	Underwriting agreement
		1.1	Equity Distribution Agreement, dated August 8, 2023, among Regency Centers Corporation, Regency Centers, L.P. and BNY Capital Markets, LLC

1.2

Equity Distribution Agreement, dated August 8, 2023, among Regency Centers Corporation, Regency Centers, L.P. and BTIG, LLC. The Equity Distribution Agreements listed below are substantially identical in all material respects to the Equity Distribution Agreement, dated August 8, 2023, among Regency Centers Corporation, Regency Centers, L.P. and BTIG, LLC except for the identities of the parties, and have not been filed as exhibits to the Company’s 1934 Act reports pursuant to Instruction 2 to Item 601 of Regulation S-K.

(i) Equity Distribution Agreement, dated August 8, 2023, among Regency Centers Corporation, Regency Centers, L.P. and Regions Securities LLC.


			(ii) Equity Distribution Agreement, dated August 8, 2023, among Regency Centers Corporation, Regency Centers, L.P. and Truist Securities, Inc.
		1.3	Forward Master Confirmation, dated August 8, 2023, by and between the Regency Centers Corporation and BNY Mellon Capital Markets LLC.
		1.4	Forward Master Confirmation, dated August 8, 2023, among Regency Centers Corporation and Nomura Global Financial Products, Inc.
		1.5	Forward Master Confirmation, dated August 8, 2023, among Regency Centers Corporation and Regions Securities LLC.
		1.6	Forward Master Confirmation, dated August 8, 2023, among Regency Centers Corporation and Truist Bank.


2.	Plan of Acquisition, Reorganization, Arrangement, Liquidation or Succession
		2.1	Agreement and Plan of Merger, dated as of May 17, 2023, by and among Regency Centers Corporation, Hercules Merger Sub, LLC, Urstadt Biddle Properties Inc., UB Maryland I, Inc. and UB Maryland II, Inc. (incorporated by reference to Exhibit 2.1 to the Company’s Form 8-K filed on May 18, 2023)


3.	Articles of Incorporation and Bylaws
		3.1	Restated Articles of Incorporation of Regency Centers Corporation (amendment is incorporated by reference to Exhibit 3.A to the Company’s Form 10-Q filed on August 8, 2017)
		3.2	Articles of Amendment to the Company’s Restated Articles of Incorporation Designating the Preferences, Rights and Limitations of the Series A Cumulative Redeemable Preferred Stock (incorporated by reference to Exhibit 3.3 in Regency’s Form 8-A filed on August 17, 2023)
		3.3	Articles of Amendment to the Company’s Restated Articles of Incorporation Designating the Preferences, Rights and Limitations of the Series B Cumulative Redeemable Preferred Stock (incorporated by reference to Exhibit 3.4 in Regency’s Form 8-A filed on August 17, 2023)
		3.4	Articles of Amendment to the Company’s Restated Articles of Incorporation Deleting the Series 6 and Series 7 Cumulative Redeemable Preferred Stock Designations (incorporated by reference to Exhibit 3.5 in Regency’s Form 8-A filed on August 17, 2023)
		3.5	Fifth Amended and Restated Agreement of Limited Partnership of Regency Centers, L.P. , (incorporated by reference to Exhibit 3(d) to the Company's Form 10-K filed on February 19, 2014)
		3.6	Amendment to the Fifth Amended and Restated Agreement of Limited Partnership Relating to the Series A Cumulative Redeemable Preferred Units, dated August 16, 2023 (incorporated by reference to Exhibit 3.4 in Regency’s Form 8-K filed on August 18, 2023)
		3.7	Amendment to the Fifth Amended and Restated Agreement of Limited Partnership Relating to the Series B Cumulative Redeemable Preferred Units, dated August 16, 2023 (incorporated by reference to Exhibit 3.5 in Regency’s Form 8-K filed on August 18, 2023)


10.	Material Contracts
		10.1	~~Voting~~Form of Indemnification Agreement, in each case dated as of ~~May 17,~~November 2, 2023, ~~by and among~~between Regency Centers Corporation ~~Urstadt Biddle Properties Inc.~~(the Company”) and (1) each member of its Board of Directors of the Company and (2) each of Martin E. Stein, Jr. and Lisa Palmer (who are each also members of the Board), ~~Urstadt Property Company, Inc., Elinor F. Urstadt, Urstadt Realty Associates Co LP, Urstadt Realty Shares II L.P., Willing L. Biddle~~Michael J. Mas, Alan T. Roth, Nicholas A. Wibbenmeyer and ~~Catherine U. Biddle (incorporated by reference to Exhibit 99.1 to~~each of the ~~Company’s Form 8-K filed on May 18, 2023)~~other executive officers of the Company.


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.

5257


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.

5358

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 4,~~November 6, 2023	REGENCY CENTERS CORPORATION
	By:	/s/ Michael J. Mas
		Michael J. Mas, Executive Vice President and Chief Financial Officer (Principal Financial Officer)

	By:	/s/ Terah L. Devereaux
		Terah L. Devereaux, Senior Vice President, Chief Accounting Officer (Principal Accounting Officer)


~~August 4,~~November 6, 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/ Terah L. Devereaux
		Terah L. Devereaux, Senior Vice President, Chief Accounting Officer (Principal Accounting Officer)

5459




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)




Title of each class	Trading Symbol	Name of each exchange on which registered
Common Stock, $.01 par value	REG	The Nasdaq Stock Market LLC
6.250% Series A Cumulative Redeemable Preferred Stock, par value $0.01 per share	REGCP	The Nasdaq Stock Market LLC
5.875% Series B Cumulative Redeemable Preferred Stock, par value $0.01 per share	REGCO	The Nasdaq Stock Market LLC




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


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


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




		Form 10-Q Report Page
PART I - FINANCIAL INFORMATION

Item 1.	Financial Statements (Unaudited)

Regency Centers Corporation:

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

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

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

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

	Consolidated Statements of Cash Flows for the periods ended ~~June~~September 30, 2023 and 2022	6

Regency Centers, L.P.:

	Consolidated Balance Sheets as of ~~June~~September 30, 2023 and December 31, 2022	8

	Consolidated Statements of Operations for the periods ended ~~June~~September 30, 2023 and 2022	9

	Consolidated Statements of Comprehensive Income for the periods ended ~~June~~September 30, 2023 and 2022	10

	Consolidated Statements of Capital for the periods ended ~~June~~September 30, 2023 and 2022	11

	Consolidated Statements of Cash Flows for the periods ended ~~June~~September 30, 2023 and 2022	13

	Notes to Consolidated Financial Statements	15

Item 2.	Management's Discussion and Analysis of Financial Condition and Results of Operations	2830

Item 3.	Quantitative and Qualitative Disclosures about Market Risk	4953

Item 4.	Controls and Procedures	5054

PART II - OTHER INFORMATION

Item 1.	Legal Proceedings	5054

Item 1A.	Risk Factors	5154

Item 2.	Unregistered Sales of Equity Securities and Use of Proceeds	5155

Item 3.	Defaults Upon Senior Securities	5155

Item 4.	Mine Safety Disclosures	5155

Item 5.	Other Information	5255

Item 6.	Exhibits	5256

SIGNATURES		5459


																			Noncontrolling Interests
	Common Stock			Treasury Stock			Additional Paid In Capital			Accumulated Other Comprehensive Income (Loss)			Distributions in Excess of Net Income			Total Shareholders' Equity			Exchangeable Operating Partnership Units			Limited Partners' Interest in Consolidated Partnerships			Total Noncontrolling Interests			Total Equity
Balance at March 31, 2022	$	1,714			(23,831	)		7,882,764			(1,764	)		(1,726,556	)		6,132,327			35,876			37,489			73,365			6,205,692
Net income		—			—			—			—			104,796			104,796			452			739			1,191			105,987
Other comprehensive income
Other comprehensive income before reclassification		—			—			—			3,743			—			3,743			17			453			470			4,213
Amounts reclassified from accumulated other comprehensive income		—			—			—			409			—			409			3			69			72			481
Deferred compensation plan, net		—			(51	)		51			—			—			—			—			—			—			—
Restricted stock issued, net of amortization		—			—			4,366			—			—			4,366			—			—			—			4,366
Common stock repurchased for taxes withheld for stock based compensation, net		—			—			3			—			—			3			—			—			—			3
Common stock repurchased and retired		(13	)		—			(75,406	)		—			—			(75,419	)		—			—			—			(75,419	)
Common stock issued under dividend reinvestment plan		—			—			134			—			—			134			—			—			—			134
Common stock issued for partnership units exchanged		—			—			1,275			—			—			1,275			(1,275	)		—			(1,275	)		—
Common stock issued, net of issuance costs		10			—			61,274			—			—			61,284			—			—			—			61,284
Contributions from partners		—			—			—			—			—			—			—			10,446			10,446			10,446
Distributions to partners		—			—			—			—			—			—			—			(2,705	)		(2,705	)		(2,705	)
Cash dividends declared:
Common stock/unit ($0.625 per share)		—			—			—			—			(107,885	)		(107,885	)		(462	)		—			(462	)		(108,347	)
Balance at June 30, 2022	$	1,711			(23,882	)		7,874,461			2,388			(1,729,645	)		6,125,033			34,611			46,491			81,102			6,206,135

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


																			Noncontrolling Interests
	Preferred Stock		Common Stock		Treasury Stock			Additional Paid In Capital		Accumulated Other Comprehensive Income			Distributions in Excess of Net Income			Total Shareholders' Equity			Exchangeable Operating Partnership Units			Limited Partners' Interest in Consolidated Partnerships			Total Noncontrolling Interests			Total Equity
Balance at June 30, 2022	$	—		1,711		(23,882	)		7,874,461		2,388			(1,729,645	)		6,125,033			34,611			46,491			81,102			6,206,135
Net income		—		—		—			—		—			87,578			87,578			379			890			1,269			88,847
Other comprehensive income
Other comprehensive income before reclassification		—		—		—			—		5,787			—			5,787			27			596			623			6,410
Amounts reclassified from accumulated other comprehensive income		—		—		—			—		78			—			78			1			(7	)		(6	)		72
Deferred compensation plan, net		—		—		(179	)		179		—			—			—			—			—			—			—
Restricted stock issued, net of amortization		—		—		—			4,125		—			—			4,125			—			—			—			4,125
Common stock repurchased for taxes withheld for stock based compensation, net		—		—		—			92		—			—			92			—			—			—			92
Common stock issued under dividend reinvestment plan		—		—		—			136		—			—			136			—			—			—			136
Contributions from partners		—		—		—			—		—			—			—			—			1,457			1,457			1,457
Distributions to partners		—		—		—			—		—			—			—			—			(1,124	)		(1,124	)		(1,124	)
Cash dividends declared:
Common stock/unit ($0.625 per share)		—		—		—			—		—			(106,946	)		(106,946	)		(464	)		—			(464	)		(107,410	)
Balance at September 30, 2022	$	—		1,711		(24,061	)		7,878,993		8,253			(1,749,013	)		6,115,883			34,554			48,303			82,857			6,198,740

Balance at June 30, 2023	$	—		1,710		(24,676	)		7,859,249		7,336			(1,803,406	)		6,040,213			54,281			49,292			103,573			6,143,786
Net income		—		—		—			—		—			90,720			90,720			520			933			1,453			92,173
Other comprehensive income
Other comprehensive income before reclassification		—		—		—			—		4,026			—			4,026			25			263			288			4,314
Amounts reclassified from accumulated other comprehensive income		—		—		—			—		(1,927	)		—			(1,927	)		(11	)		(223	)		(234	)		(2,161	)
Deferred compensation plan, net		—		—		(405	)		405		—			—			—			—			—			—			—
Restricted stock issued, net of amortization		—		—		—			5,465		—			—			5,465			—			—			—			5,465
Common stock repurchased for taxes withheld for stock based compensation, net		—		—		—			125		—			—			125			—			—			—			125
Common stock issued under dividend reinvestment plan		—		—		—			162		—			—			162			—			—			—			162
Common stock issued for partnership units exchanged		—		—		—			198		—			—			198			(198	)		—			(198	)		—
Common stock issued, net of issuance costs		—		136		—			818,408		—			—			818,544			—			—			—			818,544
Issuance of preferred stock		225,000		—		—			—		—			—			225,000			—			—			—			225,000
Contributions from partners		—		—		—			—		—			—			—			—			69,625			69,625			69,625
Distributions to partners		—		—		—			—		—			—			—			—			(3,191	)		(3,191	)		(3,191	)
Cash dividends declared:
Preferred stock/unit		—		—		—			—		—			(1,644	)		(1,644	)		—			—			—			(1,644	)
Common stock/unit ($0.650 per share)		—		—		—			—		—			(119,968	)		(119,968	)		(703	)		—			(703	)		(120,671	)
Balance at September 30, 2023	$	225,000		1,846		(25,081	)		8,684,012		9,435			(1,834,298	)		7,060,914			53,914			116,699			170,613			7,231,527


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

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


	Fair Value Measurements as of June 30, 2023										Fair Value Measurements as of September 30, 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	$	34,471			34,471		—			—	$	33,881		33,881		—		—
Available-for-sale debt securities		15,145			—		15,145			—		14,423		—		14,423		—
Interest rate derivatives		5,915			—		5,915			—		21,328		—		21,328		—
Total	$	55,531			34,471		21,060			—	$	69,632		33,881		35,751		—
Liabilities:
Interest rate derivatives	$	(25	)		—		(25	)		—


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


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


	Six months ended June 30, 2023										Nine months ended September 30, 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 Space Leases
New		13		251	$	19.44	$	47.72	$	5.42		23		513	$	19.96	$	46.57	$	4.33
Renewal		47		1,300		16.50		0.48		0.08		79		2,090		16.90		0.45		0.10
Total Anchor Space Leases		60		1,551	$	16.97	$	8.14	$	0.94		102		2,603	$	17.50	$	9.54	$	0.93
Shop Space Leases
New		272		577	$	39.42	$	41.38	$	13.18		417		830	$	37.83	$	38.90	$	12.13
Renewal		510		873		36.92		1.62		0.60		791		1,386		37.37		1.49		0.64
Total Shop Space Leases		782		1,450	$	37.92	$	17.44	$	5.60		1,208		2,216	$	37.54	$	15.50	$	4.94
Total Leases		842		3,001	$	27.09	$	12.63	$	3.19		1,310		4,819	$	26.71	$	12.28	$	2.78


	June 30, 2023				September 30, 2023
Tenant	Number of Stores		Percentage of Company- owned GLA (1)	Percentage of Annual Base Rent (1)	Number of Stores		Percentage of Company- owned GLA (1)	Percentage of Annual Base Rent (1)
Publix		67	7.1%	3.3%		68	6.5%	3.0%
Albertsons Companies, Inc.						52	4.7%	2.9%
Kroger Co.		52	7.1%	3.0%		52	6.4%	2.7%
Albertsons Companies, Inc.		46	4.7%	2.9%
Amazon/Whole Foods		37	2.9%	2.8%		39	2.8%	2.7%
TJX Companies, Inc.		64	3.6%	2.6%		70	3.6%	2.7%