UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, DC 20549

FORM 10-Q

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

For the quarterly period ended September 30, 2022

or

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

For the transition period from to

Commission File Number 1-12298 (Regency Centers Corporation)

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

REGENCY CENTERS CORPORATION

REGENCY CENTERS, L.P.

(Exact name of registrant as specified in its charter)

florida (REGENCY CENTERS CORPORATION)		59-3191743
Delaware (REGENCY CENTERS, L.P)		59-3429602
(State or other jurisdiction of incorporation or organization)		(I.R.S. Employer Identification No.)
One Independent Drive, Suite 114 Jacksonville, Florida 32202		(904) 598-7000
(Address of principal executive offices) (zip code)		(Registrant's telephone number, including area code)

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

Regency Centers Corporation

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

Regency Centers, L.P.

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

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

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

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

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

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

Regency Centers Corporation:

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

Regency Centers, L.P.:

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

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

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

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

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

The number of shares outstanding of Regency Centers Corporation’s common stock was 171,122,720 as of November 3, 2022.

EXPLANATORY NOTE

This report combines the quarterly reports on Form 10-Q for the quarter ended September 30, 2022, 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 term "the Company", "Regency Centers" or "Regency" means 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 September 30, 2022, the Parent Company owned approximately 99.6% of the Units in the Operating Partnership. The remaining limited Units are owned by third party investors. As the sole general partner of the Operating Partnership, the Parent Company has exclusive control of the Operating Partnership’s day-to-day management.

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

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

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

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

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

The Company believes it is important to understand the key differences between the Parent Company and the Operating Partnership in the context of how the Parent Company and the Operating Partnership operate as a consolidated company. The Parent Company is a REIT, whose only material asset is its ownership of partnership interests of the Operating Partnership. As a result, the Parent Company does not conduct business itself, other than acting as the sole general partner of the Operating Partnership, issuing public equity from time to time and guaranteeing certain debt of the Operating Partnership. Except for $200 million of unsecured private placement debt, the Parent Company does not hold any indebtedness, but guarantees all of the unsecured debt of the Operating Partnership. The Operating Partnership is also the co-issuer and guarantees the $200 million of Parent Company debt. The Operating Partnership holds all the assets of the Company and retains the ownership interests in the Company’s 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.

Stockholders' 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. The Operating Partnership's capital includes general and limited common Partnership Units. The limited partners' units in the Operating Partnership owned by third parties are accounted for in partners' capital in the Operating Partnership's financial statements and outside of stockholders' equity in noncontrolling interests in the Parent Company's financial statements.

In order to highlight the differences between the Parent Company and the Operating Partnership, there are sections in this report 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 stockholders' equity and partners' capital differ as discussed above, the assets and liabilities of the Parent Company and the Operating Partnership are the same on their respective financial statements.

TABLE OF CONTENTS

		Form 10-Q Report Page
PART I - FINANCIAL INFORMATION
Item 1.	Financial Statements (Unaudited)
Regency Centers Corporation:
	Consolidated Balance Sheets as of September 30, 2022 and December 31, 2021	1
	Consolidated Statements of Operations for the periods ended September 30, 2022 and 2021	2
	Consolidated Statements of Comprehensive Income for the periods ended September 30, 2022 and 2021	3
	Consolidated Statements of Equity for the periods ended September 30, 2022 and 2021	4
	Consolidated Statements of Cash Flows for the periods ended September 30, 2022 and 2021	6
Regency Centers, L.P.:
	Consolidated Balance Sheets as of September 30, 2022 and December 31, 2021	8
	Consolidated Statements of Operations for the periods ended September 30, 2022 and 2021	9
	Consolidated Statements of Comprehensive Income for the periods ended September 30, 2022 and 2021	10
	Consolidated Statements of Capital for the periods ended September 30, 2022 and 2021	11
	Consolidated Statements of Cash Flows for the periods ended September 30, 2022 and 2021	13
	Notes to Consolidated Financial Statements	15
Item 2.	Management's Discussion and Analysis of Financial Condition and Results of Operations	27
Item 3.	Quantitative and Qualitative Disclosures about Market Risk	50
Item 4.	Controls and Procedures	51
PART II - OTHER INFORMATION
Item 1.	Legal Proceedings	51
Item 1A.	Risk Factors	51
Item 2.	Unregistered Sales of Equity Securities and Use of Proceeds	52
Item 3.	Defaults Upon Senior Securities	52
Item 4.	Mine Safety Disclosures	52
Item 5.	Other Information	53
Item 6.	Exhibits	53
SIGNATURES		55

PART I - FINANCIAL INFORMATION

Item 1. Financial Statements

REGENCY CENTERS CORPORATION

Consolidated Balance Sheets

September 30, 2022 and December 31, 2021

(in thousands, except share data)

	2022			2021
Assets	(unaudited)
Real estate assets, at cost	$	11,769,796			11,495,581
Less: accumulated depreciation		2,360,663			2,174,963
Real estate assets, net		9,409,133			9,320,618
Investments in real estate partnerships		332,248			372,591
Properties held for sale		2,354			25,574
Cash, cash equivalents, and restricted cash, including $3,752 and $1,930 of restricted cash at September 30, 2022 and December 31, 2021, respectively		154,984			95,027
Tenant and other receivables		173,572			153,091
Deferred leasing costs, less accumulated amortization of $122,690 and $117,878 at September 30, 2022 and December 31, 2021, respectively		69,091			65,741
Acquired lease intangible assets, less accumulated amortization of $332,866 and $312,186 at September 30, 2022 and December 31, 2021, respectively		204,097			212,707
Right of use assets, net		277,656			280,783
Other assets		275,702			266,431
Total assets	$	10,898,837			10,792,563
Liabilities and Equity
Liabilities:
Notes payable	$	3,729,404			3,718,944
Accounts payable and other liabilities		328,285			322,271
Acquired lease intangible liabilities, less accumulated amortization of $186,515 and $172,293 at September 30, 2022 and December 31, 2021, respectively		350,531			363,276
Lease liabilities		215,100			215,788
Tenants' security, escrow deposits and prepaid rent		76,777			62,352
Total liabilities		4,700,097			4,682,631
Commitments and contingencies		—			—
Equity:
Stockholders' equity:
Common stock, $0.01 par value per share, 220,000,000 shares authorized; 171,119,166 and 171,213,008 shares issued at September 30, 2022 and December 31, 2021, respectively		1,711			1,712
Treasury stock at cost, 458,325 and 427,901 shares held at September 30, 2022 and December 31, 2021, respectively		(24,061	)		(22,758	)
Additional paid-in-capital		7,878,993			7,883,458
Accumulated other comprehensive income (loss)		8,253			(10,227	)
Distributions in excess of net income		(1,749,013	)		(1,814,814	)
Total stockholders' equity		6,115,883			6,037,371
Noncontrolling interests:
Exchangeable operating partnership units, aggregate redemption value of $39,926 and $56,844 at September 30, 2022 and December 31, 2021, respectively		34,554			35,447
Limited partners' interests in consolidated partnerships		48,303			37,114
Total noncontrolling interests		82,857			72,561
Total equity		6,198,740			6,109,932
Total liabilities and equity	$	10,898,837			10,792,563

See accompanying notes to consolidated financial statements.

1

REGENCY CENTERS CORPORATION

Consolidated Statements of Operations

(in thousands, except per share data)

(unaudited)

	Three months ended September 30,						Nine months ended September 30,
	2022			2021			2022			2021
Revenues:
Lease income	$	295,756			283,303		$	882,265			826,390
Other property income		2,466			4,401			8,290			9,428
Management, transaction, and other fees		5,767			19,671			18,950			33,419
Total revenues		303,989			307,375			909,505			869,237
Operating expenses:
Depreciation and amortization		80,270			75,459			237,462			226,935
Operating and maintenance		49,577			43,468			143,788			135,616
General and administrative		20,273			17,789			56,710			58,263
Real estate taxes		37,926			35,779			111,495			107,392
Other operating expenses		949			812			3,739			2,687
Total operating expenses		188,995			173,307			553,194			530,893
Other expense (income):
Interest expense, net		36,361			35,993			109,798			108,741
Provision for impairment of real estate		—			(20	)		—			115
Gain on sale of real estate, net of tax		(220	)		(6,719	)		(106,459	)		(38,198	)
Net investment loss (income)		1,215			209			9,177			(3,275	)
Total other expense (income)		37,356			29,463			12,516			67,383
Income from operations before equity in income of investments in real estate partnerships		77,638			104,605			343,795			270,961
Equity in income of investments in real estate partnerships		11,209			14,243			47,855			26,344
Net income		88,847			118,848			391,650			297,305
Noncontrolling interests:
Exchangeable operating partnership units		(379	)		(519	)		(1,694	)		(1,315	)
Limited partners' interests in consolidated partnerships		(890	)		(923	)		(2,354	)		(2,438	)
Income attributable to noncontrolling interests		(1,269	)		(1,442	)		(4,048	)		(3,753	)
Net income attributable to common stockholders	$	87,578			117,406		$	387,602			293,552
Income per common share - basic	$	0.51			0.69		$	2.26			1.73
Income per common share - diluted	$	0.51			0.69		$	2.26			1.72

See accompanying notes to consolidated financial statements.

2

REGENCY CENTERS CORPORATION

Consolidated Statements of Comprehensive Income

(in thousands)

(unaudited)

	Three months ended September 30,						Nine months ended September 30,
	2022			2021			2022			2021
Net income	$	88,847			118,848		$	391,650			297,305
Other comprehensive income:
Effective portion of change in fair value of derivative instruments:
Effective portion of change in fair value of derivative instruments		7,069			138			20,473			3,646
Reclassification adjustment of derivative instruments included in net income		72			1,040			1,563			3,109
Unrealized loss on available-for-sale debt securities		(659	)		(49	)		(1,636	)		(263	)
Other comprehensive income		6,482			1,129			20,400			6,492
Comprehensive income		95,329			119,977			412,050			303,797
Less: comprehensive income attributable to noncontrolling interests:
Net income attributable to noncontrolling interests		1,269			1,442			4,048			3,753
Other comprehensive income attributable to noncontrolling interests		617			89			1,920			485
Comprehensive income attributable to noncontrolling interests		1,886			1,531			5,968			4,238
Comprehensive income attributable to the Company	$	93,443			118,446		$	406,082			299,559

See accompanying notes to consolidated financial statements.

3

REGENCY CENTERS CORPORATION

Consolidated Statements of Equity

For the three months ended September 30, 2022 and 2021

(in thousands, except per share data)

(unaudited)

																Noncontrolling Interests
	Common Stock		Treasury Stock			Additional Paid In Capital		Accumulated Other Comprehensive Income (Loss)			Distributions in Excess of Net Income			Total Stockholders’ Equity		Exchangeable Operating Partnership Units		Limited Partners’ Interest in Consolidated Partnerships			Total Noncontrolling Interests		Total Equity
Balance at June 30, 2021	$	1,699		(25,887	)		7,796,699		(13,658	)		(1,791,773	)		5,967,080		35,544		37,407			72,951		6,040,031
Net income		—		—			—		—			117,406			117,406		519		923			1,442		118,848
Other comprehensive loss
Other comprehensive loss before reclassification		—		—			—		88			—			88		1		—			1		89
Amounts reclassified from accumulated other comprehensive income		—		—			—		952			—			952		4		84	&#