UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, DC 20549

FORM 10-Q

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

For the quarterly period ended June 30, 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 171,003,217 as of August 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 June 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 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 June 30, 2023 and December 31, 2022	1
	Consolidated Statements of Operations for the periods ended June 30, 2023 and 2022	2
	Consolidated Statements of Comprehensive Income for the periods ended June 30, 2023 and 2022	3
	Consolidated Statements of Equity for the periods ended June 30, 2023 and 2022	4
	Consolidated Statements of Cash Flows for the periods ended June 30, 2023 and 2022	6
Regency Centers, L.P.:
	Consolidated Balance Sheets as of June 30, 2023 and December 31, 2022	8
	Consolidated Statements of Operations for the periods ended June 30, 2023 and 2022	9
	Consolidated Statements of Comprehensive Income for the periods ended June 30, 2023 and 2022	10
	Consolidated Statements of Capital for the periods ended June 30, 2023 and 2022	11
	Consolidated Statements of Cash Flows for the periods ended June 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	28
Item 3.	Quantitative and Qualitative Disclosures about Market Risk	49
Item 4.	Controls and Procedures	50
PART II - OTHER INFORMATION
Item 1.	Legal Proceedings	50
Item 1A.	Risk Factors	51
Item 2.	Unregistered Sales of Equity Securities and Use of Proceeds	51
Item 3.	Defaults Upon Senior Securities	51
Item 4.	Mine Safety Disclosures	51
Item 5.	Other Information	52
Item 6.	Exhibits	52
SIGNATURES		54

PART I - FINANCIAL INFORMATION

Item 1. Financial Statements

REGENCY CENTERS CORPORATION

Consolidated Balance Sheets

June 30, 2023 and December 31, 2022

(in thousands, except share data)

	2023			2022
Assets	(unaudited)
Net real estate investments:
Real estate assets, at cost	$	11,953,086			11,858,064
Less: accumulated depreciation		2,549,937			2,415,860
Real estate assets, net		9,403,149			9,442,204
Investments in real estate partnerships		342,439			350,377
Net real estate investments		9,745,588			9,792,581
Cash, cash equivalents, and restricted cash, including $3,259 and $2,310 of restricted cash at June 30, 2023 and December 31, 2022, respectively		43,108			68,776
Tenant and other receivables		206,053			188,863
Deferred leasing costs, less accumulated amortization of $120,436 and $117,137 at June 30, 2023 and December 31, 2022, respectively		69,788			68,945
Acquired lease intangible assets, less accumulated amortization of $345,131 and $338,053 at June 30, 2023 and December 31, 2022, respectively		178,849			197,745
Right of use assets, net		303,716			275,513
Other assets		280,843			267,797
Total assets	$	10,827,945			10,860,220
Liabilities and Equity
Liabilities:
Notes payable	$	3,709,074			3,726,754
Accounts payable and other liabilities		317,894			317,259
Acquired lease intangible liabilities, less accumulated amortization of $201,440 and $193,315 at June 30, 2023 and December 31, 2022, respectively		336,636			354,204
Lease liabilities		243,462			213,722
Tenants' security, escrow deposits and prepaid rent		77,093			70,242
Total liabilities		4,684,159			4,682,181
Commitments and contingencies		—			—
Equity:
Shareholders' equity:
Common stock; $0.01 par value per share, 220,000,000 shares authorized; 170,998,004 and 171,124,593 shares issued at June 30, 2023 and December 31, 2022, respectively		1,710			1,711
Treasury stock at cost; 442,449 and 465,415 shares held at June 30, 2023 and December 31, 2022, respectively		(24,676	)		(24,461	)
Additional paid-in-capital		7,859,249			7,877,152
Accumulated other comprehensive income		7,336			7,560
Distributions in excess of net income		(1,803,406	)		(1,764,977	)
Total shareholders' equity		6,040,213			6,096,985
Noncontrolling interests:
Exchangeable operating partnership units, aggregate redemption value of $66,720 and $46,340 at June 30, 2023 and December 31, 2022, respectively		54,281			34,489
Limited partners' interests in consolidated partnerships		49,292			46,565
Total noncontrolling interests		103,573			81,054
Total equity		6,143,786			6,178,039
Total liabilities and equity	$	10,827,945			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 June 30,						Six months ended June 30,
	2023			2022			2023			2022
Revenues:
Lease income	$	304,458			292,864		$	613,259			586,509
Other property income		2,683			2,720			5,821			5,824
Management, transaction, and other fees		7,106			6,499			13,144			13,183
Total revenues		314,247			302,083			632,224			605,516
Operating expenses:
Depreciation and amortization		83,161			79,350			165,868			157,192
Property operating expense		54,394			47,750			105,416			94,211
Real estate taxes		38,509			36,700			76,986			73,569
General and administrative		25,065			17,645			50,345			36,437
Other operating expenses		1,682			617			1,185			2,790
Total operating expenses		202,811			182,062			399,800			364,199
Other expense (income):
Interest expense, net		36,956			36,699			73,349			73,437
Gain on sale of real estate, net of tax		(81	)		(4,291	)		(331	)		(106,239	)
Net investment (income) loss		(1,742	)		5,468			(3,469	)		7,962
Total other expense (income)		35,133			37,876			69,549			(24,840	)
Income from operations before equity in income of investments in real estate partnerships		76,303			82,145			162,875			266,157
Equity in income of investments in real estate partnerships		11,869			23,842			23,785			36,646
Net income		88,172			105,987			186,660			302,803
Noncontrolling interests:
Exchangeable operating partnership units		(550	)		(452	)		(970	)		(1,315	)
Limited partners' interests in consolidated partnerships		(840	)		(739	)		(1,627	)		(1,464	)
Income attributable to noncontrolling interests		(1,390	)		(1,191	)		(2,597	)		(2,779	)
Net income attributable to common shareholders	$	86,782			104,796		$	184,063			300,024
Income per common share - basic	$	0.51			0.61		$	1.08			1.75
Income per common share - diluted	$	0.51			0.61		$	1.07			1.74

See accompanying notes to consolidated financial statements.

2

REGENCY CENTERS CORPORATION

Consolidated Statements of Comprehensive Income

(in thousands)

(unaudited)

	Three months ended June 30,						Six months ended June 30,
	2023			2022			2023			2022
Net income	$	88,172			105,987		$	186,660			302,803
Other comprehensive income:
Effective portion of change in fair value of derivative instruments:
Effective portion of change in fair value of derivative instruments		5,457			4,436			2,721			13,404
Reclassification adjustment of derivative instruments included in net income		(1,649	)		481			(3,141	)		1,491
Unrealized (loss) gain on available-for-sale debt securities		(115	)		(223	)		77			(977	)
Other comprehensive income (loss)		3,693			4,694			(343	)		13,918
Comprehensive income		91,865			110,681			186,317			316,721
Less: comprehensive income attributable to noncontrolling interests:
Net income attributable to noncontrolling interests		1,390			1,191			2,597			2,779
Other comprehensive income (loss) attributable to noncontrolling interests		284			542			(119	)		1,303
Comprehensive income attributable to noncontrolling interests		1,674			1,733			2,478			4,082
Comprehensive income attributable to the Company	$	90,191			108,948		$	183,839			312,639

See accompanying notes to consolidated financial statements.

3

REGENCY CENTERS CORPORATION

Consolidated Statements of Equity

For the three months ended June 30, 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 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		—		—