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 March 31, 2023

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 170,978,967 as of May 3, 2023.

EXPLANATORY NOTE

This Quarterly Report on Form 10-Q (this "Report") combines the quarterly reports on Form 10-Q for the quarter ended March 31, 2023, of Regency Centers Corporation and Regency Centers, L.P. Unless stated otherwise or the context otherwise requires, references to "Regency Centers Corporation" or the "Parent Company" mean Regency Centers Corporation and its controlled subsidiaries 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 March 31, 2023, the Parent Company owned approximately 99.6% of the Units in the Operating Partnership. The remaining limited Units are owned by third party investors. As the sole general partner of the Operating Partnership, the Parent Company has exclusive control of the Operating Partnership's day-to-day management.

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

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

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

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

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

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

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. 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 shareholders' equity in noncontrolling interests in the Parent Company's financial statements.

In order to highlight the differences between the Parent Company and the Operating Partnership, there are sections in this Report 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.

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 March 31, 2023 and December 31, 2022	1
	Consolidated Statements of Operations for the periods ended March 31, 2023 and 2022	2
	Consolidated Statements of Comprehensive Income for the periods ended March 31, 2023 and 2022	3
	Consolidated Statements of Equity for the periods ended March 31, 2023 and 2022	4
	Consolidated Statements of Cash Flows for the periods ended March 31, 2023 and 2022	5
Regency Centers, L.P.:
	Consolidated Balance Sheets as of March 31, 2023 and December 31, 2022	7
	Consolidated Statements of Operations for the periods ended March 31, 2023 and 2022	8
	Consolidated Statements of Comprehensive Income for the periods ended March 31, 2023 and 2022	9
	Consolidated Statements of Capital for the periods ended March 31, 2023 and 2022	10
	Consolidated Statements of Cash Flows for the periods ended March 31, 2023 and 2022	11
	Notes to Consolidated Financial Statements	13
Item 2.	Management's Discussion and Analysis of Financial Condition and Results of Operations	24
Item 3.	Quantitative and Qualitative Disclosures about Market Risk	43
Item 4.	Controls and Procedures	44
PART II - OTHER INFORMATION
Item 1.	Legal Proceedings	44
Item 1A.	Risk Factors	44
Item 2.	Unregistered Sales of Equity Securities and Use of Proceeds	45
Item 3.	Defaults Upon Senior Securities	45
Item 4.	Mine Safety Disclosures	45
Item 5.	Other Information	45
Item 6.	Exhibits	45
SIGNATURES		47

PART I - FINANCIAL INFORMATION

Item 1. Financial Statements

REGENCY CENTERS CORPORATION

Consolidated Balance Sheets

March 31, 2023 and December 31, 2022

(in thousands, except share data)

	2023			2022
Assets	(unaudited)
Net real estate investments:
Real estate assets, at cost	$	11,886,697			11,858,064
Less: accumulated depreciation		2,484,960			2,415,860
Real estate assets, net		9,401,737			9,442,204
Investments in real estate partnerships		346,390			350,377
Net real estate investments		9,748,127			9,792,581
Cash, cash equivalents, and restricted cash, including $2,955 and $2,310 of restricted cash at March 31, 2023 and December 31, 2022, respectively		68,143			68,776
Tenant and other receivables		181,579			188,863
Deferred leasing costs, less accumulated amortization of $118,766 and $117,137 at March 31, 2023 and December 31, 2022, respectively		68,567			68,945
Acquired lease intangible assets, less accumulated amortization of $344,460 and $338,053 at March 31, 2023 and December 31, 2022, respectively		188,636			197,745
Right of use assets, net		273,702			275,513
Other assets		276,926			267,797
Total assets	$	10,805,680			10,860,220
Liabilities and Equity
Liabilities:
Notes payable	$	3,711,784			3,726,754
Unsecured credit facility		30,000			—
Accounts payable and other liabilities		289,297			317,259
Acquired lease intangible liabilities, less accumulated amortization of $199,840 and $193,315 at March 31, 2023 and December 31, 2022, respectively		346,939			354,204
Lease liabilities		212,582			213,722
Tenants' security, escrow deposits and prepaid rent		75,643			70,242
Total liabilities		4,666,245			4,682,181
Commitments and contingencies		—			—
Equity:
Shareholders' equity:
Common stock; $0.01 par value per share, 220,000,000 shares authorized; 170,958,422 and 171,124,593 shares issued at March 31, 2023 and December 31, 2022, respectively		1,710			1,711
Treasury stock at cost; 483,782 and 465,415 shares held at March 31, 2023 and December 31, 2022, respectively		(25,699	)		(24,461	)
Additional paid-in-capital		7,856,426			7,877,152
Accumulated other comprehensive income		3,927			7,560
Distributions in excess of net income		(1,779,043	)		(1,764,977	)
Total shareholders' equity		6,057,321			6,096,985
Noncontrolling interests:
Exchangeable operating partnership units, aggregate redemption value of $45,361 and $46,340 at March 31, 2023 and December 31, 2022, respectively		34,411			34,489
Limited partners' interests in consolidated partnerships		47,703			46,565
Total noncontrolling interests		82,114			81,054
Total equity		6,139,435			6,178,039
Total liabilities and equity	$	10,805,680			10,860,220

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 March 31,
	2023			2022
Revenues:
Lease income	$	308,801			293,645
Other property income		3,138			3,104
Management, transaction, and other fees		6,038			6,684
Total revenues		317,977			303,433
Operating expenses:
Depreciation and amortization		82,707			77,842
Property operating expense		51,022			46,461
Real estate taxes		38,477			36,869
General and administrative		25,280			18,792
Other operating (income) expenses		(497	)		2,173
Total operating expenses		196,989			182,137
Other expense (income):
Interest expense, net		36,393			36,738
Gain on sale of real estate, net of tax		(250	)		(101,948	)
Net investment (income) loss		(1,727	)		2,494
Total other expense (income)		34,416			(62,716	)
Income from operations before equity in income of investments in real estate partnerships		86,572			184,012
Equity in income of investments in real estate partnerships		11,916			12,804
Net income		98,488			196,816
Noncontrolling interests:
Exchangeable operating partnership units		(420	)		(863	)
Limited partners' interests in consolidated partnerships		(787	)		(725	)
Income attributable to noncontrolling interests		(1,207	)		(1,588	)
Net income attributable to common shareholders	$	97,281			195,228
Income per common share - basic	$	0.57			1.14
Income per common share - diluted	$	0.57			1.14

See accompanying notes to consolidated financial statements.

2

REGENCY CENTERS CORPORATION

Consolidated Statements of Comprehensive Income

(in thousands)

(unaudited)

	Three months ended March 31,
	2023			2022
Net income	$	98,488			196,816
Other comprehensive income:
Effective portion of change in fair value of derivative instruments:
Effective portion of change in fair value of derivative instruments		(2,736	)		8,968
Reclassification adjustment of derivative instruments included in net income		(1,492	)		1,010
Unrealized gain (loss) on available-for-sale debt securities		192			(754	)
Other comprehensive (loss) income		(4,036	)		9,224
Comprehensive income		94,452			206,040
Less: comprehensive income attributable to noncontrolling interests:
Net income attributable to noncontrolling interests		1,207			1,588
Other comprehensive (loss) income attributable to noncontrolling interests		(403	)		761
Comprehensive income attributable to noncontrolling interests		804			2,349
Comprehensive income attributable to the Company	$	93,648			203,691

See accompanying notes to consolidated financial statements.

3

REGENCY CENTERS CORPORATION

Consolidated Statements of Equity

For the three months ended March 31, 2023 and 2022

(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 Shareholders' Equity			Exchangeable Operating Partnership Units			Limited Partners' Interest in Consolidated Partnerships			Total Noncontrolling Interests			Total Equity
Balance at December 31, 2021	$	1,712		(22,758	)		7,883,458			(10,227	)		(1,814,814	)		6,037,371			35,447			37,114			72,561			6,109,932
Net income		—		—			—			—			195,228			195,228			863			725			1,588			196,816
Other comprehensive income
Other comprehensive income before reclassification		—		—			—			7,537			—			7,537			37			640			677			8,214
Amounts reclassified from accumulated other comprehensive income		—		—			—			926			—			926			4			80			84			1,010
Deferred compensation plan, net		—		(1,073	)		1,073			—			—			—			—			—			—			—
Restricted stock issued, net of amortization		2		—			4,206			—			—			4,208			—			—			—			4,208
Common stock repurchased for taxes withheld for stock based compensation, net		—		—			(6,091	)		—			—			(6,091	)		—			—			—			(6,091	)
Common stock issued under dividend reinvestment plan		—		—			118			—			—			118			—			—			—			118
Distributions to partners		—		—			—			—			—			—			—			(1,070	)		(1,070	)		(1,070	)
Cash dividends declared:
Common stock/unit ($0.625 per share)		—		—			—			—			(106,970	)		(106,970	)		(475	)		—			(475	)		(107,445	)
Balance at March 31, 2022	$	1,714		(23,831	)		7,882,764			(1,764	)		(1,726,556	)		6,132,327			35,876			37,489			73,365			6,205,692
Balance at December 31, 2022	$	1,711		(24,461	)		7,877,152			7,560			(1,764,977	)		6,096,985			34,489			46,565			81,054			6,178,039
Net income		—		—			—			—			97,281			97,281			420			787			1,207			98,488
Other comprehensive loss
Other comprehensive loss before reclassification		—		—			—			(2,316	)		—			(2,316	)		(11	)		(217	)		(228	)		(2,544	)
Amounts reclassified from accumulated other comprehensive loss		—		—			—			(1,317	)		—			(1,317	)		(5	)		(170	)		(175	)		(1,492	)
Deferred compensation plan, net		—		(1,238	)		1,238			—			—			—			—			—			—			—
Restricted stock issued, net of amortization		2		—