false--12-3100010662470000910606Q2http://fasb.org/us-gaap/2023#InterestIncomeExpenseNonoperatingNethttp://fasb.org/us-gaap/2023#InterestIncomeExpenseNonoperatingNethttp://fasb.org/us-gaap/2023#InterestIncomeExpenseNonoperatingNethttp://fasb.org/us-gaap/2023#InterestIncomeExpenseNonoperatingNethttp://fasb.org/us-gaap/2023#AccountsPayableAndAccruedLiabilitiesCurrentAndNoncurrenthttp://fasb.org/us-gaap/2023#AccountsPayableAndAccruedLiabilitiesCurrentAndNoncurrent0000910606us-gaap:SegmentContinuingOperationsMembersrt:ParentCompanyMember2024-04-012024-06-300000910606us-gaap:UnsecuredDebtMember2024-06-300000910606reg:LeasingservicesMember2023-01-012023-06-300000910606us-gaap:FairValueInputsLevel2Member2024-06-3000009106062023-06-300000910606us-gaap:BaseRateMemberreg:UnsecuredRevolvingCreditFacilityMember2024-01-182024-01-180000910606reg:UnsecuredRevolvingCreditFacilityMembersrt:MaximumMember2024-01-180000910606us-gaap:AccumulatedOtherComprehensiveIncomeMember2023-01-012023-06-300000910606us-gaap:SeriesAPreferredStockMemberus-gaap:SubsequentEventMember2024-07-312024-07-310000910606us-gaap:VariableInterestEntityPrimaryBeneficiaryMember2024-06-300000910606reg:TenantReceivablesMember2023-12-310000910606us-gaap:GeneralPartnerMembersrt:PartnershipInterestMember2023-12-310000910606us-gaap:NoncontrollingInterestMember2024-01-012024-06-300000910606us-gaap:AccumulatedOtherComprehensiveIncomeMember2024-06-300000910606reg:PropertymanagementservicesMember2023-01-012023-06-300000910606reg:NoncontrollingInterestExchangeableOperatingPartnershipUnitsMember2023-03-310000910606us-gaap:CommonStockMember2024-01-012024-06-300000910606reg:TheShopsAtStoneBridgeMember2024-01-012024-06-300000910606reg:FixedRateMortgageLoansMember2024-06-300000910606us-gaap:AccumulatedOtherComprehensiveIncomeMember2024-01-012024-06-300000910606reg:SeriesACumulativeRedeemablePreferredStockMember2024-01-012024-06-300000910606srt:PartnershipInterestMemberus-gaap:LimitedPartnerMember2022-12-310000910606us-gaap:NotesReceivableMember2024-06-300000910606us-gaap:AdditionalPaidInCapitalMember2022-12-310000910606us-gaap:GeneralPartnerMembersrt:PartnershipInterestMember2023-01-012023-06-300000910606srt:MaximumMemberreg:AtTheMarketProgramMember2024-06-300000910606us-gaap:AccumulatedOtherComprehensiveIncomeMember2022-12-310000910606us-gaap:ParentMember2024-03-310000910606us-gaap:VariableInterestEntityPrimaryBeneficiaryMemberreg:LeaseLiabilitiesMember2023-12-310000910606us-gaap:WhollyOwnedPropertiesMember2024-01-012024-06-300000910606us-gaap:GeneralPartnerMembersrt:PartnershipInterestMember2023-03-310000910606us-gaap:WhollyOwnedPropertiesMember2024-04-012024-06-300000910606reg:SunVetMember2023-01-012023-06-300000910606reg:SunVetMember2023-06-300000910606us-gaap:VariableInterestEntityPrimaryBeneficiaryMemberreg:AcquiredLeaseIntangibleAssetsMember2023-12-310000910606us-gaap:AccumulatedDistributionsInExcessOfNetIncomeMember2022-12-310000910606reg:TenantAndOtherReceivablesNetMemberus-gaap:VariableInterestEntityPrimaryBeneficiaryMember2024-06-300000910606us-gaap:ParentMember2024-04-012024-06-300000910606us-gaap:ParentMember2023-03-310000910606reg:CompoAcresNorthShoppingCenterMember2024-06-300000910606us-gaap:AdditionalPaidInCapitalMember2023-04-012023-06-300000910606reg:NoncontrollingInterestExchangeableOperatingPartnershipUnitsMember2023-12-310000910606us-gaap:CommonStockMemberus-gaap:AccumulatedOtherComprehensiveIncomeMember2023-01-012023-06-300000910606srt:RetailSiteMember2024-01-012024-06-300000910606us-gaap:RealEstateMemberus-gaap:VariableInterestEntityPrimaryBeneficiaryMember2023-12-310000910606srt:PartnershipInterestMember2024-04-012024-06-300000910606us-gaap:AccumulatedDistributionsInExcessOfNetIncomeMember2023-03-310000910606reg:SecuredOvernightFinancingRateSofrMemberreg:UnsecuredRevolvingCreditFacilityMember2024-01-182024-01-180000910606reg:MergerAgreementMember2023-08-182023-08-180000910606us-gaap:NoncontrollingInterestMember2023-06-300000910606us-gaap:AccumulatedDistributionsInExcessOfNetIncomeMember2024-03-310000910606reg:NoncontrollingInterestsInLimitedPartnersInterestInConsolidatedPartnershipsMember2023-03-310000910606reg:OtherReceivableMember2024-06-300000910606reg:RightOfUseAssetsMemberus-gaap:VariableInterestEntityPrimaryBeneficiaryMember2024-06-300000910606srt:PartnershipInterestMemberreg:NoncontrollingInterestsInLimitedPartnersInterestInConsolidatedPartnershipsMember2023-03-310000910606us-gaap:SubsequentEventMember2024-07-312024-07-310000910606us-gaap:VariableInterestEntityPrimaryBeneficiaryMember2023-12-310000910606us-gaap:NoncontrollingInterestMember2023-01-012023-06-300000910606reg:DeferredCostsNetMemberus-gaap:VariableInterestEntityPrimaryBeneficiaryMember2023-12-310000910606us-gaap:AdditionalPaidInCapitalMember2023-12-310000910606us-gaap:VariableInterestEntityPrimaryBeneficiaryMemberreg:AcquiredLeaseIntangibleAssetsMember2024-06-300000910606srt:PartnershipInterestMember2023-03-310000910606us-gaap:TreasuryStockCommonMember2023-12-310000910606reg:MergerOneMemberus-gaap:CommonStockMember2023-08-182023-08-180000910606srt:PartnershipInterestMemberus-gaap:LimitedPartnerMember2024-06-300000910606reg:MergerOneMemberreg:SeriesHCumulativeRedeemablePreferredStockMember2023-08-180000910606reg:NoncontrollingInterestsInLimitedPartnersInterestInConsolidatedPartnershipsMember2023-01-012023-06-300000910606us-gaap:ParentMember2023-04-012023-06-300000910606us-gaap:MortgagesMemberreg:ScheduledPrincipalPaymentsMember2024-06-300000910606us-gaap:GeneralPartnerMembersrt:PartnershipInterestMember2024-04-012024-06-300000910606us-gaap:AccumulatedOtherComprehensiveIncomeMember2023-12-310000910606reg:SeriesBCumulativeRedeemablePreferredStockMember2024-01-012024-06-300000910606us-gaap:SegmentContinuingOperationsMembersrt:ParentCompanyMember2023-01-012023-06-300000910606us-gaap:InterestRateSwapMember2024-06-300000910606reg:NoncontrollingInterestExchangeableOperatingPartnershipUnitsMember2023-06-300000910606srt:PartnershipInterestMemberreg:NoncontrollingInterestsInLimitedPartnersInterestInConsolidatedPartnershipsMember2024-04-012024-06-300000910606us-gaap:AccumulatedOtherComprehensiveIncomeMembersrt:PartnershipInterestMember2023-03-310000910606us-gaap:SegmentContinuingOperationsMembersrt:ParentCompanyMember2023-04-012023-06-300000910606us-gaap:CommonStockMember2023-01-012023-06-300000910606us-gaap:ConsolidatedPropertiesMember2024-06-300000910606reg:RightOfUseAssetsMemberus-gaap:VariableInterestEntityPrimaryBeneficiaryMember2023-12-3100009106062023-12-310000910606us-gaap:PreferredStockMemberus-gaap:SeriesAPreferredStockMemberreg:UbpAcquisitionMember2024-06-3000009106062024-04-012024-06-3000009106062023-04-012023-06-300000910606us-gaap:CommonStockMember2024-03-310000910606us-gaap:GeneralPartnerMembersrt:PartnershipInterestMember2024-01-012024-06-300000910606reg:ManagementtransactionandotherfeeMember2023-12-310000910606us-gaap:SegmentContinuingOperationsMembersrt:PartnershipInterestMember2024-04-012024-06-300000910606us-gaap:OtherIncomeMember2023-01-012023-06-300000910606us-gaap:FairValueInputsLevel2Member2023-12-310000910606us-gaap:VariableInterestEntityPrimaryBeneficiaryMemberreg:LeaseLiabilitiesMember2024-06-300000910606reg:AtTheMarketProgramMember2024-01-012024-06-300000910606srt:PartnershipInterestMember2024-01-012024-06-300000910606reg:TheShopsAtStoneBridgeMember2024-06-300000910606srt:PartnershipInterestMemberreg:NoncontrollingInterestsInLimitedPartnersInterestInConsolidatedPartnershipsMember2023-01-012023-06-300000910606srt:PartnershipInterestMember2023-01-012023-06-300000910606us-gaap:CommonStockMember2023-12-310000910606us-gaap:GeneralPartnerMembersrt:PartnershipInterestMember2023-06-300000910606us-gaap:AdditionalPaidInCapitalMember2024-06-300000910606us-gaap:NotesReceivableMember2024-01-012024-06-300000910606reg:AssetmanagementservicesMember2023-04-012023-06-300000910606reg:FixedRateMortgageLoansMember2024-06-172024-06-170000910606us-gaap:LandMember2023-01-012023-06-300000910606reg:CompoAcresNorthShoppingCenterMemberus-gaap:OffMarketFavorableLeaseMember2024-06-300000910606reg:LessorMember2023-01-012023-06-300000910606srt:PartnershipInterestMemberus-gaap:LimitedPartnerMember2023-06-300000910606us-gaap:InterestRateSwapMember2023-12-310000910606us-gaap:AdditionalPaidInCapitalMember2024-04-012024-06-300000910606us-gaap:WhollyOwnedPropertiesMember2023-01-012023-06-300000910606reg:LeasingservicesMember2024-04-012024-06-300000910606srt:PartnershipInterestMemberreg:NoncontrollingInterestsInLimitedPartnersInterestInConsolidatedPartnershipsMember2024-06-300000910606reg:NoncontrollingInterestsInLimitedPartnersInterestInConsolidatedPartnershipsMember2024-01-012024-06-300000910606us-gaap:PreferredStockMemberus-gaap:SeriesAPreferredStockMemberreg:UbpAcquisitionMember2023-12-310000910606reg:NoncontrollingInterestsInLimitedPartnersInterestInConsolidatedPartnershipsMember2022-12-310000910606us-gaap:RealEstateMemberus-gaap:VariableInterestEntityPrimaryBeneficiaryMember2024-06-300000910606reg:TenantReceivablesMember2024-06-300000910606us-gaap:NotesPayableToBanksMember2023-12-310000910606us-gaap:UnsecuredDebtMemberreg:SeniorUnsecuredDebtDueInTwoThousandThirtyFourMember2024-01-080000910606us-gaap:LineOfCreditMember2023-12-310000910606reg:NoncontrollingInterestsInLimitedPartnersInterestInConsolidatedPartnershipsMember2023-12-310000910606reg:LeasingservicesMember2023-04-012023-06-3000009106062022-12-310000910606us-gaap:AdditionalPaidInCapitalMember2023-01-012023-06-300000910606reg:ManagementtransactionandotherfeeMember2024-06-300000910606us-gaap:WhollyOwnedPropertiesMember2023-08-180000910606us-gaap:AccumulatedDistributionsInExcessOfNetIncomeMember2023-06-300000910606us-gaap:PreferredStockMember2024-03-310000910606reg:OffMarketLeaseUnfavorableMember2024-06-3000009106062024-07-310000910606us-gaap:AccumulatedDistributionsInExcessOfNetIncomeMember2024-04-012024-06-300000910606us-gaap:AccumulatedOtherComprehensiveIncomeMembersrt:PartnershipInterestMember2023-06-300000910606us-gaap:TreasuryStockCommonMember2024-01-012024-06-300000910606us-gaap:ParentMembersrt:PartnershipInterestMember2024-03-310000910606reg:CompoAcresNorthShoppingCenterMemberreg:OffMarketLeaseUnfavorableMember2024-06-300000910606reg:MergerOneMemberreg:SeriesKCumulativeRedeemablePreferredStockMember2023-08-180000910606us-gaap:AdditionalPaidInCapitalMember2023-06-300000910606reg:NoncontrollingInterestsInLimitedPartnersInterestInConsolidatedPartnershipsMember2024-06-300000910606us-gaap:ParentMembersrt:PartnershipInterestMember2023-03-310000910606us-gaap:WhollyOwnedPropertiesMember2023-04-012023-06-300000910606us-gaap:AccumulatedDistributionsInExcessOfNetIncomeMember2023-01-012023-06-300000910606us-gaap:GeneralPartnerMembersrt:PartnershipInterestMember2024-06-300000910606srt:PartnershipInterestMemberreg:NoncontrollingInterestsInLimitedPartnersInterestInConsolidatedPartnershipsMember2023-06-300000910606us-gaap:ParentMembersrt:PartnershipInterestMember2023-04-012023-06-300000910606us-gaap:CommonStockMember2024-04-012024-06-300000910606us-gaap:OffMarketFavorableLeaseMember2024-06-300000910606reg:TenantsSecurityEscrowDepositsAndPrepaidRentMemberus-gaap:VariableInterestEntityPrimaryBeneficiaryMember2023-12-310000910606us-gaap:ParentMember2024-01-012024-06-300000910606us-gaap:AdditionalPaidInCapitalMember2024-01-012024-06-300000910606reg:LessorMember2024-01-012024-06-300000910606us-gaap:NoncontrollingInterestMember2022-12-310000910606us-gaap:UnsecuredDebtMember2024-06-172024-06-170000910606us-gaap:SalesRevenueNetMemberstpr:CAus-gaap:GeographicConcentrationRiskMember2024-01-012024-06-300000910606us-gaap:AccumulatedOtherComprehensiveIncomeMember2024-03-310000910606us-gaap:TreasuryStockCommonMember2023-06-300000910606us-gaap:TreasuryStockCommonMember2023-01-012023-06-300000910606us-gaap:VariableInterestEntityPrimaryBeneficiaryMemberreg:CashCashEquivalentsAndRestrictedCashMember2023-12-310000910606us-gaap:PreferredStockMemberreg:UbpAcquisitionMemberus-gaap:SeriesBPreferredStockMember2023-12-310000910606us-gaap:NoncontrollingInterestMember2024-04-012024-06-300000910606us-gaap:LineOfCreditMember2024-06-3000009106062024-01-012024-06-300000910606us-gaap:FairValueInputsLevel2Memberus-gaap:FairValueMeasurementsRecurringMember2024-06-300000910606us-gaap:ParentMembersrt:PartnershipInterestMember2024-01-012024-06-300000910606reg:NoncontrollingInterestsInLimitedPartnersInterestInConsolidatedPartnershipsMember2023-06-300000910606us-gaap:PreferredStockMember2024-06-300000910606us-gaap:CommonStockMember2023-03-310000910606us-gaap:TreasuryStockCommonMember2024-06-300000910606srt:RetailSiteMember2024-04-012024-06-300000910606us-gaap:PreferredStockMemberreg:UbpAcquisitionMember2023-12-310000910606us-gaap:SecuredOvernightFinancingRateSofrOvernightIndexSwapRateMemberreg:VariableRateMortgageLoansMember2023-12-310000910606reg:NoncontrollingInterestsInLimitedPartnersInterestInConsolidatedPartnershipsMember2024-03-310000910606us-gaap:ParentMembersrt:PartnershipInterestMember2023-12-310000910606srt:PartnershipInterestMember2023-04-012023-06-300000910606us-gaap:PreferredStockMemberus-gaap:SeriesBPreferredStockMemberreg:UbpAcquisitionMember2024-06-3000009106062023-01-012023-12-3100009106062023-08-012023-08-010000910606us-gaap:AccumulatedDistributionsInExcessOfNetIncomeMember2024-06-300000910606reg:NoncontrollingInterestExchangeableOperatingPartnershipUnitsMember2024-03-310000910606us-gaap:SegmentContinuingOperationsMembersrt:ParentCompanyMember2024-01-012024-06-300000910606us-gaap:ParentMember2023-01-012023-06-300000910606reg:NoncontrollingInterestExchangeableOperatingPartnershipUnitsMember2023-04-012023-06-300000910606us-gaap:AccumulatedOtherComprehensiveIncomeMember2023-03-310000910606us-gaap:CommonStockMemberus-gaap:AccumulatedOtherComprehensiveIncomeMember2024-01-012024-06-300000910606us-gaap:SalesRevenueNetMemberstpr:FLus-gaap:GeographicConcentrationRiskMember2024-01-012024-06-300000910606reg:MergerOneMemberreg:SeriesBCumulativeRedeemablePreferredStockMember2023-08-180000910606us-gaap:AccumulatedOtherComprehensiveIncomeMembersrt:PartnershipInterestMember2023-04-012023-06-300000910606us-gaap:SalesRevenueNetMemberstpr:NYus-gaap:GeographicConcentrationRiskMember2024-01-012024-06-300000910606reg:TenantAndOtherReceivablesNetMemberus-gaap:VariableInterestEntityPrimaryBeneficiaryMember2023-12-310000910606us-gaap:ParentMembersrt:PartnershipInterestMember2024-06-300000910606us-gaap:TreasuryStockCommonMember2024-03-310000910606us-gaap:AccumulatedOtherComprehensiveIncomeMembersrt:PartnershipInterestMember2023-12-310000910606us-gaap:UnsecuredDebtMember2023-12-310000910606us-gaap:VariableInterestEntityPrimaryBeneficiaryMemberreg:OtherAssetMember2023-12-310000910606us-gaap:ParentMembersrt:PartnershipInterestMember2023-06-3000009106062023-03-310000910606reg:SiennaPhaseOneMember2023-01-012023-06-300000910606us-gaap:ParentMembersrt:PartnershipInterestMember2023-01-012023-06-300000910606us-gaap:AdditionalPaidInCapitalMember2024-03-310000910606us-gaap:NotesPayableToBanksMember2024-06-300000910606us-gaap:SegmentContinuingOperationsMembersrt:PartnershipInterestMember2023-01-012023-06-300000910606reg:NotesPayableMemberus-gaap:VariableInterestEntityPrimaryBeneficiaryMember2023-12-310000910606us-gaap:OtherIncomeMember2024-01-012024-06-300000910606us-gaap:AccumulatedDistributionsInExcessOfNetIncomeMember2023-12-310000910606us-gaap:AccumulatedDistributionsInExcessOfNetIncomeMember2024-01-012024-06-300000910606srt:PartnershipInterestMember2023-06-300000910606srt:PartnershipInterestMemberus-gaap:LimitedPartnerMember2023-03-310000910606srt:PartnershipInterestMemberus-gaap:LimitedPartnerMember2024-04-012024-06-300000910606us-gaap:FairValueMeasurementsRecurringMember2023-12-310000910606reg:AtTheMarketProgramMember2023-01-012023-06-300000910606us-gaap:FairValueMeasurementsRecurringMember2024-06-300000910606us-gaap:TreasuryStockCommonMember2022-12-310000910606us-gaap:NoncontrollingInterestMember2023-12-310000910606srt:PartnershipInterestMember2024-06-300000910606reg:NoncontrollingInterestExchangeableOperatingPartnershipUnitsMember2024-06-300000910606reg:AssetmanagementservicesMember2023-01-012023-06-300000910606reg:LessorMember2023-04-012023-06-300000910606reg:LeasingservicesMember2024-01-012024-06-300000910606reg:NotesPayableMemberus-gaap:VariableInterestEntityPrimaryBeneficiaryMember2024-06-300000910606srt:PartnershipInterestMember2023-12-3100009106062023-01-012023-06-300000910606srt:PartnershipInterestMemberreg:NoncontrollingInterestsInLimitedPartnersInterestInConsolidatedPartnershipsMember2023-12-310000910606srt:PartnershipInterestMemberus-gaap:LimitedPartnerMember2023-01-012023-06-300000910606us-gaap:FairValueInputsLevel2Memberus-gaap:FairValueMeasurementsRecurringMember2023-12-310000910606us-gaap:VariableInterestEntityPrimaryBeneficiaryMemberreg:AcquiredLeaseIntangibleLiabilitiesMember2024-06-300000910606reg:PropertymanagementservicesMember2024-04-012024-06-300000910606reg:NoncontrollingInterestExchangeableOperatingPartnershipUnitsMember2022-12-310000910606us-gaap:ParentMember2023-06-300000910606reg:AssetmanagementservicesMember2024-04-012024-06-300000910606us-gaap:SubsequentEventMember2024-07-310000910606us-gaap:FairValueInputsLevel1Memberus-gaap:FairValueMeasurementsRecurringMember2024-06-300000910606reg:SiennaPhaseOneMember2023-06-300000910606us-gaap:RestrictedStockMember2023-01-012023-06-300000910606us-gaap:ParentMembersrt:PartnershipInterestMember2024-04-012024-06-300000910606us-gaap:VariableInterestEntityPrimaryBeneficiaryMemberreg:OtherAssetMember2024-06-300000910606us-gaap:AccumulatedOtherComprehensiveIncomeMember2024-04-012024-06-300000910606srt:PartnershipInterestMember2024-03-310000910606us-gaap:GeneralPartnerMembersrt:PartnershipInterestMember2022-12-310000910606us-gaap:RestrictedStockMember2024-01-012024-06-300000910606srt:PartnershipInterestMemberus-gaap:LimitedPartnerMember2023-04-012023-06-300000910606us-gaap:TreasuryStockCommonMember2023-04-012023-06-300000910606srt:PartnershipInterestMember2022-12-310000910606us-gaap:AccumulatedOtherComprehensiveIncomeMembersrt:PartnershipInterestMember2022-12-310000910606us-gaap:ParentMembersrt:PartnershipInterestMember2022-12-310000910606us-gaap:NotesReceivableMember2023-12-310000910606us-gaap:FairValueInputsLevel1Memberus-gaap:FairValueMeasurementsRecurringMember2023-12-310000910606srt:PartnershipInterestMemberus-gaap:LimitedPartnerMember2023-12-310000910606reg:AccountingStandardsUpdate202307Member2024-01-012024-06-300000910606us-gaap:GeneralPartnerMembersrt:PartnershipInterestMember2024-03-310000910606reg:FixedRateMortgageLoansMember2023-12-310000910606us-gaap:AccumulatedDistributionsInExcessOfNetIncomeMember2023-04-012023-06-300000910606us-gaap:CommonStockMemberus-gaap:AccumulatedOtherComprehensiveIncomeMember2024-06-3000009106062023-02-080000910606reg:AccountsPayableAndOtherLiabilitiesMemberus-gaap:VariableInterestEntityPrimaryBeneficiaryMember2023-12-310000910606us-gaap:ParentMember2022-12-310000910606us-gaap:CommonStockMember2024-06-300000910606srt:PartnershipInterestMemberreg:NoncontrollingInterestsInLimitedPartnersInterestInConsolidatedPartnershipsMember2023-04-012023-06-300000910606reg:AccountsPayableAndOtherLiabilitiesMemberus-gaap:VariableInterestEntityPrimaryBeneficiaryMember2024-06-300000910606us-gaap:NoncontrollingInterestMember2023-04-012023-06-300000910606us-gaap:SubsequentEventMemberus-gaap:SeriesBPreferredStockMember2024-07-312024-07-310000910606srt:PartnershipInterestMemberus-gaap:LimitedPartnerMember2024-01-012024-06-300000910606reg:UnsecuredRevolvingCreditFacilityMember2024-01-180000910606us-gaap:AccumulatedOtherComprehensiveIncomeMember2023-04-012023-06-300000910606reg:NoncontrollingInterestExchangeableOperatingPartnershipUnitsMember2024-01-012024-06-300000910606us-gaap:VariableInterestEntityPrimaryBeneficiaryMemberreg:AcquiredLeaseIntangibleLiabilitiesMember2023-12-310000910606reg:OtherReceivableMember2023-12-310000910606us-gaap:VariableInterestEntityPrimaryBeneficiaryMemberreg:CashCashEquivalentsAndRestrictedCashMember2024-06-300000910606reg:MergerOneMemberreg:SeriesACumulativeRedeemablePreferredStockMember2023-08-180000910606us-gaap:NoncontrollingInterestMember2023-03-310000910606srt:PartnershipInterestMemberreg:NoncontrollingInterestsInLimitedPartnersInterestInConsolidatedPartnershipsMember2022-12-310000910606reg:NoncontrollingInterestExchangeableOperatingPartnershipUnitsMember2024-04-012024-06-300000910606us-gaap:ParentMember2023-12-310000910606us-gaap:CommonStockMember2023-06-300000910606us-gaap:AccumulatedOtherComprehensiveIncomeMembersrt:PartnershipInterestMember2024-06-300000910606us-gaap:SegmentContinuingOperationsMembersrt:PartnershipInterestMember2024-01-012024-06-300000910606us-gaap:AccumulatedOtherComprehensiveIncomeMember2023-06-300000910606us-gaap:MortgagesMemberreg:MortgageLoanMaturitiesMember2024-06-300000910606us-gaap:AccumulatedOtherComprehensiveIncomeMembersrt:PartnershipInterestMember2024-01-012024-06-300000910606us-gaap:WhollyOwnedPropertiesMember2024-06-300000910606reg:RegencyCentersLimitedPartnershipMember2024-01-012024-06-300000910606reg:UnsecuredRevolvingCreditFacilityMember2024-01-182024-01-180000910606reg:PropertymanagementservicesMember2024-01-012024-06-300000910606us-gaap:PreferredStockMemberreg:UbpAcquisitionMember2024-06-300000910606us-gaap:PreferredStockMember2023-12-310000910606reg:CompoAcresNorthShoppingCenterMember2024-01-012024-06-300000910606reg:AssetmanagementservicesMember2024-01-012024-06-300000910606reg:PropertymanagementservicesMember2023-04-012023-06-300000910606reg:AccountingStandardsUpdate202309Member2024-01-012024-06-300000910606us-gaap:NoncontrollingInterestMember2024-03-3100009106062024-03-310000910606us-gaap:GeneralPartnerMembersrt:PartnershipInterestMember2023-04-012023-06-300000910606us-gaap:TreasuryStockCommonMember2024-04-012024-06-300000910606us-gaap:VariableInterestEntityPrimaryBeneficiaryMemberreg:TenantsSecurityEscrowDepositsAndPrepaidRentMember2024-06-3000009106062023-02-082023-02-080000910606us-gaap:UnconsolidatedPropertiesMember2024-06-300000910606us-gaap:AdditionalPaidInCapitalMember2023-03-310000910606reg:AccountingStandardsUpdate202307Member2024-06-300000910606srt:PartnershipInterestMemberreg:NoncontrollingInterestsInLimitedPartnersInterestInConsolidatedPartnershipsMember2024-01-012024-06-300000910606reg:NoncontrollingInterestExchangeableOperatingPartnershipUnitsMember2023-01-012023-06-300000910606reg:NoncontrollingInterestsInLimitedPartnersInterestInConsolidatedPartnershipsMember2023-04-012023-06-300000910606us-gaap:OtherIncomeMember2024-04-012024-06-300000910606us-gaap:NoncontrollingInterestMember2024-06-300000910606reg:DeferredCostsNetMemberus-gaap:VariableInterestEntityPrimaryBeneficiaryMember2024-06-300000910606us-gaap:OtherIncomeMember2023-04-012023-06-300000910606reg:LessorMember2024-04-012024-06-300000910606us-gaap:AccumulatedOtherComprehensiveIncomeMembersrt:PartnershipInterestMember2024-03-310000910606srt:PartnershipInterestMemberreg:NoncontrollingInterestsInLimitedPartnersInterestInConsolidatedPartnershipsMember2024-03-310000910606us-gaap:AccumulatedOtherComprehensiveIncomeMembersrt:PartnershipInterestMember2024-04-012024-06-300000910606us-gaap:CommonStockMember2024-01-012024-06-300000910606us-gaap:ParentMember2024-06-3000009106062024-06-300000910606us-gaap:PartiallyOwnedPropertiesMember2024-06-300000910606srt:PartnershipInterestMemberus-gaap:LimitedPartnerMember2024-03-310000910606reg:UnsecuredMaturitiesMemberus-gaap:UnsecuredDebtMember2024-06-300000910606us-gaap:CommonStockMember2022-12-310000910606us-gaap:SegmentContinuingOperationsMembersrt:PartnershipInterestMember2023-04-012023-06-300000910606us-gaap:AccumulatedOtherComprehensiveIncomeMembersrt:PartnershipInterestMember2023-01-012023-06-300000910606us-gaap:PartiallyOwnedPropertiesMember2023-08-180000910606us-gaap:TreasuryStockCommonMember2023-03-310000910606reg:NoncontrollingInterestsInLimitedPartnersInterestInConsolidatedPartnershipsMember2024-04-012024-06-300000910606reg:AtTheMarketProgramMember2024-06-300000910606us-gaap:SecuredOvernightFinancingRateSofrOvernightIndexSwapRateMemberreg:VariableRateMortgageLoansMember2024-06-300000910606reg:AccountingStandardsUpdate202309Member2024-06-30iso4217:USDxbrli:sharesxbrli:pureutr:sqftxbrli:sharesreg:Instrumentreg:RetailShoppingCenteriso4217:USDreg:Property

 

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, 2024

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)

img39176444_0.jpg 

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, $0.01 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

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 181,496,694 as of July 31, 2024.

 

 


 

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, 2024, 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. 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 June 30, 2024, 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:

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 officers 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 and Preferred Units 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, directly or indirectly, is also the co-issuer and guarantor of the $200 million Parent Company’s unsecured private placement debt referenced above. The Operating Partnership holds all the assets of the Company and ownership of the Company's subsidiaries and equity interests in its joint ventures. Except for net proceeds from public equity issuances by the Parent Company, which are contributed to the Operating Partnership in exchange for Common Units or Preferred Units, the Operating Partnership generates all other 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 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. The Operating Partnership's capital includes the Common Units and 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 the 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.

 


 

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, 2024 and December 31, 2023

1

 

Consolidated Statements of Operations for the periods ended June 30, 2024 and 2023

2

 

Consolidated Statements of Comprehensive Income for the periods ended June 30, 2024 and 2023

3

 

Consolidated Statements of Equity for the periods ended June 30, 2024 and 2023

4

 

Consolidated Statements of Cash Flows for the periods ended June 30, 2024 and 2023

6

 

 

Regency Centers, L.P.:

 

 

Consolidated Balance Sheets as of June 30, 2024 and December 31, 2023

8

 

Consolidated Statements of Operations for the periods ended June 30, 2024 and 2023

9

 

Consolidated Statements of Comprehensive Income for the periods ended June 30, 2024 and 2023

10

 

 

Consolidated Statements of Capital for the periods ended June 30, 2024 and 2023

11

 

 

 

Consolidated Statements of Cash Flows for the periods ended June 30, 2024 and 2023

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

46

 

Item 4.

Controls and Procedures

47

 

PART II - OTHER INFORMATION

 

 

Item 1.

Legal Proceedings

48

 

Item 1A.

Risk Factors

48

 

Item 2.

Unregistered Sales of Equity Securities and Use of Proceeds

48

 

Item 3.

Defaults Upon Senior Securities

48

 

Item 4.

Mine Safety Disclosures

48

 

Item 5.

Other Information

48

 

Item 6.

Exhibits

49

 

SIGNATURES

50

 

 


 

PART I - FINANCIAL INFORMATION

Item 1. Financial Statements

REGENCY CENTERS CORPORATION

Consolidated Balance Sheets

June 30, 2024 and December 31, 2023

(in thousands, except share data)

 

 

 

2024

 

 

2023

 

Assets

 

(unaudited)

 

 

 

 

Net real estate investments:

 

 

 

 

 

 

Real estate assets, at cost

 

$

13,532,046

 

 

 

13,454,391

 

Less: accumulated depreciation

 

 

2,822,272

 

 

 

2,691,386

 

Real estate assets, net

 

 

10,709,774

 

 

 

10,763,005

 

Investments in sales-type lease, net

 

 

15,826

 

 

 

8,705

 

Investments in real estate partnerships

 

 

378,091

 

 

 

370,605

 

Net real estate investments

 

 

11,103,691

 

 

 

11,142,315

 

Properties held for sale, net

 

 

 

 

 

18,878

 

Cash, cash equivalents, and restricted cash, including $6,109 and $6,383 of restricted cash at June 30, 2024 and December 31, 2023, respectively

 

 

79,923

 

 

 

91,354

 

Tenant and other receivables, net

 

 

236,999

 

 

 

206,162

 

Deferred leasing costs, less accumulated amortization of $126,867 and $124,107 at June 30, 2024 and December 31, 2023, respectively

 

 

77,836

 

 

 

73,398

 

Acquired lease intangible assets, less accumulated amortization of $374,411 and $364,413 at June 30, 2024 and December 31, 2023, respectively

 

 

256,639

 

 

 

283,375

 

Right of use assets, net

 

 

323,015

 

 

 

328,002

 

Other assets

 

 

306,077

 

 

 

283,429

 

Total assets

 

$

12,384,180

 

 

 

12,426,913

 

Liabilities and Equity

 

 

 

 

 

 

Liabilities:

 

 

 

 

 

 

Notes payable, net

 

$

4,055,390

 

 

 

4,001,949

 

Unsecured credit facility

 

 

310,000

 

 

 

152,000

 

Accounts payable and other liabilities

 

 

357,232

 

 

 

358,612

 

Acquired lease intangible liabilities, less accumulated amortization of $208,900 and $211,067 at June 30, 2024 and December 31, 2023, respectively

 

 

380,505

 

 

 

398,302

 

Lease liabilities

 

 

243,318

 

 

 

246,063

 

Tenants' security, escrow deposits and prepaid rent

 

 

74,565

 

 

 

78,052

 

Total liabilities

 

 

5,421,010

 

 

 

5,234,978

 

Commitments and contingencies

 

 

 

 

 

 

Equity:

 

 

 

 

 

 

Shareholders' equity:

 

 

 

 

 

 

Preferred stock $0.01 par value per share, 30,000,000 shares authorized; 9,000,000 shares issued and outstanding, in the aggregate, in Series A and Series B at June 30, 2024 and December 31, 2023 with liquidation preference of $25 per share

 

 

225,000

 

 

 

225,000

 

Common stock $0.01 par value per share, 220,000,000 shares authorized; 181,493,494 and 184,581,070 shares issued and outstanding at June 30, 2024 and December 31, 2023, respectively

 

 

1,815

 

 

 

1,846

 

Treasury stock at cost, 468,068 and 448,140 shares held at June 30, 2024 and December 31, 2023, respectively

 

 

(27,234

)

 

 

(25,488

)

Additional paid-in-capital

 

 

8,502,753

 

 

 

8,704,240

 

Accumulated other comprehensive income (loss)

 

 

5,135

 

 

 

(1,308

)

Distributions in excess of net income

 

 

(1,911,741

)

 

 

(1,871,603

)

Total shareholders' equity

 

 

6,795,728

 

 

 

7,032,687

 

Noncontrolling interests:

 

 

 

 

 

 

Exchangeable operating partnership units, aggregate redemption value of $68,390 and $74,199 at June 30, 2024 and December 31, 2023, respectively

 

 

40,738

 

 

 

42,195

 

Limited partners' interests in consolidated partnerships

 

 

126,704

 

 

 

117,053

 

Total noncontrolling interests

 

 

167,442

 

 

 

159,248

 

Total equity

 

 

6,963,170

 

 

 

7,191,935

 

Total liabilities and equity

 

$

12,384,180

 

 

 

12,426,913

 

 

The accompanying notes are an integral part of the 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,

 

 

 

2024

 

 

2023

 

 

2024

 

 

2023

 

Revenues:

 

 

 

 

 

 

 

 

 

 

 

 

Lease income

 

$

347,845

 

 

 

304,458

 

 

$

700,951

 

 

 

613,259

 

Other property income

 

 

2,670

 

 

 

2,683

 

 

 

7,020

 

 

 

5,821

 

Management, transaction, and other fees

 

 

6,735

 

 

 

7,106

 

 

 

13,131

 

 

 

13,144

 

Total revenues

 

 

357,250

 

 

 

314,247

 

 

 

721,102

 

 

 

632,224

 

Operating expenses:

 

 

 

 

 

 

 

 

 

 

 

 

Depreciation and amortization

 

 

100,968

 

 

 

83,161

 

 

 

198,553

 

 

 

165,868

 

Property operating expense

 

 

59,491

 

 

 

54,394

 

 

 

122,765

 

 

 

105,416

 

Real estate taxes

 

 

45,478

 

 

 

38,509

 

 

 

89,785

 

 

 

76,986

 

General and administrative

 

 

24,238

 

 

 

25,065

 

 

 

50,370

 

 

 

50,345

 

Other operating expenses

 

 

3,066

 

 

 

1,682

 

 

 

5,709

 

 

 

1,185

 

Total operating expenses

 

 

233,241

 

 

 

202,811

 

 

 

467,182

 

 

 

399,800

 

Other expense, net:

 

 

 

 

 

 

 

 

 

 

 

 

Interest expense, net

 

 

43,178

 

 

 

36,956

 

 

 

86,046

 

 

 

73,349

 

Gain on sale of real estate, net of tax

 

 

(11,081

)

 

 

(81

)

 

 

(22,484

)

 

 

(331

)

Loss on early extinguishment of debt

 

 

 

 

 

 

 

 

180

 

 

 

 

Net investment income

 

 

(703

)

 

 

(1,742

)

 

 

(3,134

)

 

 

(3,469

)

Total other expense, net

 

 

31,394

 

 

 

35,133

 

 

 

60,608

 

 

 

69,549

 

Income before equity in income of investments in real estate partnerships

 

 

92,615

 

 

 

76,303

 

 

 

193,312

 

 

 

162,875

 

Equity in income of investments in real estate partnerships

 

 

12,314

 

 

 

11,869

 

 

 

24,275

 

 

 

23,785

 

Net income

 

 

104,929

 

 

 

88,172

 

 

 

217,587

 

 

 

186,660

 

Noncontrolling interests:

 

 

 

 

 

 

 

 

 

 

 

 

Exchangeable operating partnership units

 

 

(601

)

 

 

(550

)

 

 

(1,243

)

 

 

(970

)

Limited partners' interests in consolidated partnerships

 

 

(1,660

)

 

 

(840

)

 

 

(3,902

)

 

 

(1,627

)

Net income attributable to noncontrolling interests

 

 

(2,261

)

 

 

(1,390

)

 

 

(5,145

)

 

 

(2,597

)

Net income attributable to the Company

 

 

102,668

 

 

 

86,782

 

 

 

212,442

 

 

 

184,063

 

Preferred stock dividends

 

 

(3,413

)

 

 

 

 

 

(6,826

)

 

 

 

Net income attributable to common shareholders

 

$

99,255

 

 

 

86,782

 

 

$

205,616

 

 

 

184,063

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Net income attributable to common shareholders:

 

 

 

 

 

 

 

 

 

 

 

 

Per common share - basic

 

$

0.54

 

 

 

0.51

 

 

$

1.12

 

 

 

1.08

 

Per common share - diluted

 

$

0.54

 

 

 

0.51

 

 

$

1.12

 

 

 

1.07

 

 

The accompanying notes are an integral part of the financial statements.

2


 

REGENCY CENTERS CORPORATION

Consolidated Statements of Comprehensive Income

(in thousands)

(unaudited)

 

 

 

Three months ended June 30,

 

 

Six months ended June 30,

 

 

 

2024

 

 

2023

 

 

2024

 

 

2023

 

Net income

 

$

104,929

 

 

 

88,172

 

 

$

217,587

 

 

 

186,660

 

Other comprehensive income (loss):

 

 

 

 

 

 

 

 

 

 

 

 

Effective portion of change in fair value of derivative instruments:

 

 

 

 

 

 

 

 

 

 

 

 

Effective portion of change in fair value of derivative instruments

 

 

3,124

 

 

 

5,457

 

 

 

11,717

 

 

 

2,721

 

Reclassification adjustment of derivative instruments included in net income

 

 

(2,440

)

 

 

(1,649

)

 

 

(4,807

)

 

 

(3,141

)

Unrealized (loss) gain on available-for-sale debt securities

 

 

(1

)

 

 

(115

)

 

 

(120

)

 

 

77

 

Other comprehensive income (loss)

 

 

683

 

 

 

3,693

 

 

 

6,790

 

 

 

(343

)

Comprehensive income

 

 

105,612

 

 

 

91,865

 

 

 

224,377

 

 

 

186,317

 

Less: comprehensive income attributable to noncontrolling interests:

 

 

 

 

 

 

 

 

 

 

 

 

Net income attributable to noncontrolling interests

 

 

2,261

 

 

 

1,390

 

 

 

5,145

 

 

 

2,597

 

Other comprehensive income (loss) attributable to noncontrolling interests

 

 

13

 

 

 

284

 

 

 

347

 

 

 

(119

)

Comprehensive income attributable to noncontrolling interests

 

 

2,274

 

 

 

1,674

 

 

 

5,492

 

 

 

2,478

 

Comprehensive income attributable to the Company

 

$

103,338

 

 

 

90,191

 

 

$

218,885

 

 

 

183,839

 

 

The accompanying notes are an integral part of the financial statements.

3


 

REGENCY CENTERS CORPORATION

Consolidated Statements of Equity

For the three months ended June 30, 2024 and 2023

(in thousands, except per share data)

(unaudited)

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

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 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

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Balance at March 31, 2024

 

$

225,000

 

 

 

1,848

 

 

 

(26,321

)

 

 

8,703,756

 

 

 

4,465

 

 

 

(1,889,037

)

 

 

7,019,711

 

 

 

41,606

 

 

 

116,702

 

 

 

158,308

 

 

 

7,178,019

 

Net income

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

102,668

 

 

 

102,668

 

 

 

601

 

 

 

1,660

 

 

 

2,261

 

 

 

104,929

 

Other comprehensive income

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Other comprehensive income before reclassification

 

 

 

 

 

 

 

 

 

 

 

 

 

 

2,955

 

 

 

 

 

 

2,955

 

 

 

18

 

 

 

150

 

 

 

168

 

 

 

3,123

 

Amounts reclassified from accumulated other comprehensive income

 

 

 

 

 

 

 

 

 

 

 

 

 

 

(2,285

)

 

 

 

 

 

(2,285

)

 

 

(14

)

 

 

(141

)

 

 

(155

)

 

 

(2,440

)

Adjustment for noncontrolling interests

 

 

 

 

 

 

 

 

 

 

 

(8,694

)

 

 

 

 

 

 

 

 

(8,694

)

 

 

 

 

 

8,694

 

 

 

8,694

 

 

 

 

Deferred compensation plan, net

 

 

 

 

 

 

 

 

(913

)

 

 

913

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Restricted stock issued, net of amortization

 

 

 

 

 

 

 

 

 

 

 

6,561

 

 

 

 

 

 

 

 

 

6,561

 

 

 

 

 

 

 

 

 

 

 

 

6,561

 

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

 

 

 

 

 

 

 

 

 

 

 

84

 

 

 

 

 

 

 

 

 

84

 

 

 

 

 

 

 

 

 

 

 

 

84

 

Common stock repurchased and retired

 

 

 

 

 

(33

)

 

 

 

 

 

(200,033

)

 

 

 

 

 

 

 

 

(200,066

)

 

 

 

 

 

 

 

 

 

 

 

(200,066

)

Common stock issued under dividend reinvestment plan

 

 

 

 

 

 

 

 

 

 

 

166

 

 

 

 

 

 

 

 

 

166

 

 

 

 

 

 

 

 

 

 

 

 

166

 

Contributions from partners

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

1,529

 

 

 

1,529

 

 

 

1,529

 

Distributions to partners

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

(1,890

)

 

 

(1,890

)

 

 

(1,890

)

Cash dividends declared:

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Preferred stock/unit

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

(3,413

)

 

 

(3,413

)

 

 

 

 

 

 

 

 

 

 

 

(3,413

)

Common stock/unit ($0.670 per share)

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

(121,959

)

 

 

(121,959

)

 

 

(1,473

)

 

 

 

 

 

(1,473

)

 

 

(123,432

)

Balance at June 30, 2024

 

$

225,000

 

 

 

1,815

 

 

 

(27,234

)

 

 

8,502,753

 

 

 

5,135

 

 

 

(1,911,741

)

 

 

6,795,728

 

 

 

40,738

 

 

 

126,704

 

 

 

167,442

 

 

 

6,963,170

 

 

The accompanying notes are an integral part of the financial statements.

 

 

4


 

REGENCY CENTERS CORPORATION

Consolidated Statements of Equity

For the six months ended June 30, 2024 and 2023

(in thousands, except per share data)

(unaudited)

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Noncontrolling Interests

 

 

 

 

 

 

Preferred
Stock

 

 

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, 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

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

184,063

 

 

 

184,063

 

 

 

970

 

 

 

1,627

 

 

 

2,597

 

 

 

186,660

 

Other comprehensive income

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Other comprehensive income before reclassification

 

 

 

 

 

 

 

 

 

 

 

 

 

 

2,570

 

 

 

 

 

 

2,570

 

 

 

21

 

 

 

207

 

 

 

228

 

 

 

2,798

 

Amounts reclassified from accumulated other comprehensive income

 

 

 

 

 

 

 

 

 

 

 

 

 

 

(2,794

)

 

 

 

 

 

(2,794

)

 

 

(15

)

 

 

(332

)

 

 

(347

)

 

 

(3,141

)

Deferred compensation plan, net

 

 

 

 

 

 

 

 

(215

)

 

 

215

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Restricted stock issued, net of amortization

 

 

 

 

 

2

 

 

 

 

 

 

8,922

 

 

 

 

 

 

 

 

 

8,924

 

 

 

 

 

 

 

 

 

 

 

 

8,924

 

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

 

 

 

 

 

 

 

 

 

 

 

(7,326

)

 

 

 

 

 

 

 

 

(7,326

)

 

 

 

 

 

 

 

 

 

 

 

(7,326

)

Common stock repurchased and retired

 

 

 

 

 

(3

)

 

 

 

 

 

(20,003

)

 

 

 

 

 

 

 

 

(20,006

)

 

 

 

 

 

 

 

 

 

 

 

(20,006

)

Common stock issued under dividend reinvestment plan

 

 

 

 

 

 

 

 

 

 

 

299

 

 

 

 

 

 

 

 

 

299

 

 

 

 

 

 

 

 

 

 

 

 

299

 

Common stock issued, net of issuance costs

 

 

 

 

 

 

 

 

 

 

 

(10

)

 

 

 

 

 

 

 

 

(10

)

 

 

 

 

 

 

 

 

 

 

 

(10

)

Contributions from partners

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

3,205

 

 

 

3,205

 

 

 

3,205

 

Issuance of exchangeable operating partnership units

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

20,000

 

 

 

 

 

 

20,000

 

 

 

20,000

 

Distributions to partners

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

(1,980

)

 

 

(1,980

)

 

 

(1,980

)

Cash dividends declared:

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Common stock/unit ($1.300 per share)

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

(222,492

)

 

 

(222,492

)

 

 

(1,184

)

 

 

 

 

 

(1,184

)

 

 

(223,676

)

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

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Balance at December 31, 2023

 

$

225,000

 

 

$

1,846

 

 

 

(25,488

)

 

 

8,704,240

 

 

 

(1,308

)

 

 

(1,871,603

)

 

 

7,032,687

 

 

 

42,195

 

 

 

117,053

 

 

 

159,248

 

 

 

7,191,935

 

Net income

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

212,442

 

 

 

212,442

 

 

 

1,243

 

 

 

3,902

 

 

 

5,145

 

 

 

217,587

 

Other comprehensive income

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Other comprehensive income before reclassification

 

 

 

 

 

 

 

 

 

 

 

 

 

 

10,942

 

 

 

 

 

 

10,942

 

 

 

66

 

 

 

589

 

 

 

655

 

 

 

11,597

 

Amounts reclassified from accumulated other comprehensive income

 

 

 

 

 

 

 

 

 

 

 

 

 

 

(4,499

)

 

 

 

 

 

(4,499

)

 

 

(27

)

 

 

(281

)

 

 

(308

)

 

 

(4,807

)

Adjustment for noncontrolling interests

 

 

 

 

 

 

 

 

 

 

 

(8,694

)

 

 

 

 

 

 

 

 

(8,694

)

 

 

 

 

 

8,694

 

 

 

8,694

 

 

 

 

Deferred compensation plan, net

 

 

 

 

 

 

 

 

(1,746

)

 

 

1,746

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Restricted stock issued, net of amortization

 

 

 

 

 

2

 

 

 

 

 

 

13,135

 

 

 

 

 

 

 

 

 

13,137

 

 

 

 

 

 

 

 

 

 

 

 

13,137

 

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

 

 

 

 

 

 

 

 

 

 

 

(8,494

)

 

 

 

 

 

 

 

 

(8,494

)

 

 

 

 

 

 

 

 

 

 

 

(8,494

)

Common stock repurchased and retired

 

 

 

 

 

(33

)

 

 

 

 

 

(200,033

)

 

 

 

 

 

 

 

 

(200,066

)

 

 

 

 

 

 

 

 

 

 

 

(200,066

)

Common stock issued under dividend reinvestment plan

 

 

 

 

 

 

 

 

 

 

 

324

 

 

 

 

 

 

 

 

 

324

 

 

 

 

 

 

 

 

 

 

 

 

324

 

Common stock issued for exchangeable operating partnership units

 

 

 

 

 

 

 

 

 

 

 

529

 

 

 

 

 

 

 

 

 

529

 

 

 

(529

)

 

 

 

 

 

(529

)

 

 

 

Contributions from partners

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

3,001

 

 

 

3,001

 

 

 

3,001

 

Distributions to partners

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

(6,254

)

 

 

(6,254

)

 

 

(6,254

)

Cash dividends declared:

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Preferred stock

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

(6,826

)

 

 

(6,826

)

 

 

 

 

 

 

 

 

 

 

 

(6,826

)

Common stock ($1.340 per share/unit)

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

(245,754

)

 

 

(245,754

)

 

 

(2,210

)

 

 

 

 

 

(2,210

)

 

 

(247,964

)

Balance at June 30, 2024

 

$

225,000

 

 

 

1,815

 

 

 

(27,234

)

 

 

8,502,753

 

 

 

5,135

 

 

 

(1,911,741

)

 

 

6,795,728

 

 

 

40,738

 

 

 

126,704

 

 

 

167,442

 

 

 

6,963,170

 

 

The accompanying notes are an integral part of the financial statements.

5


 

REGENCY CENTERS CORPORATION

Consolidated Statements of Cash Flows

For the six months ended June 30, 2024 and 2023

(in thousands)

(unaudited)

 

 

 

 

2024

 

 

2023

 

Cash flows from operating activities:

 

 

 

 

 

 

Net income

 

$

217,587

 

 

 

186,660

 

Adjustments to reconcile net income to net cash provided by operating activities:

 

 

 

 

 

 

Depreciation and amortization

 

 

198,553

 

 

 

165,868

 

Amortization of deferred loan costs and debt premiums

 

 

6,232

 

 

 

2,983

 

Accretion of above and below market lease intangibles, net

 

 

(12,193

)

 

 

(13,842

)

Stock-based compensation, net of capitalization

 

 

12,539

 

 

 

8,854

 

Equity in income of investments in real estate partnerships

 

 

(24,275

)

 

 

(23,785

)

Gain on sale of real estate, net of tax

 

 

(22,484

)

 

 

(331

)

Loss on early extinguishment of debt

 

 

180

 

 

 

 

Distribution of earnings from investments in real estate partnerships

 

 

32,440

 

 

 

31,869

 

Deferred compensation expense

 

 

2,695

 

 

 

2,940

 

Realized and unrealized gain on investments

 

 

(3,013

)

 

 

(3,376

)

Changes in assets and liabilities:

 

 

 

 

 

 

Tenant and other receivables

 

 

(3,565

)

 

 

(14,549

)

Deferred leasing costs

 

 

(6,311

)

 

 

(3,591

)

Other assets

 

 

(13,793

)

 

 

(17,951

)

Accounts payable and other liabilities

 

 

(9,776

)

 

 

6,091

 

Tenants' security, escrow deposits and prepaid rent

 

 

(3,602

)

 

 

6,837

 

Net cash provided by operating activities

 

 

371,214

 

 

 

334,677

 

Cash flows from investing activities:

 

 

 

 

 

 

Acquisition of operating real estate

 

 

(45,208

)

 

 

 

Real estate development and capital improvements

 

 

(141,775

)

 

 

(100,114

)

Proceeds from sale of real estate

 

 

92,159

 

 

 

3,745

 

Proceeds from property insurance casualty claims

 

 

4,638

 

 

 

 

Issuance of notes receivable

 

 

(32,651

)

 

 

(4,000

)

Collection of notes receivable

 

 

3,004

 

 

 

 

Investments in real estate partnerships

 

 

(8,582

)

 

 

(3,109

)

Return of capital from investments in real estate partnerships

 

 

10,038

 

 

 

3,644

 

Dividends on investment securities

 

 

263

 

 

 

420

 

Acquisition of investment securities

 

 

(95,519

)

 

 

(2,748

)

Proceeds from sale of investment securities

 

 

99,490

 

 

 

10,751

 

Net cash used in investing activities

 

 

(114,143

)

 

 

(91,411

)

Cash flows from financing activities:

 

 

 

 

 

 

Net proceeds from common stock issuance

 

 

 

 

 

(10

)

Repurchase of common shares in conjunction with equity award plans

 

 

(8,776

)

 

 

(7,621

)

Common shares repurchased through share repurchase program

 

 

(200,066

)

 

 

(20,006

)

Proceeds from sale of treasury stock

 

 

210

 

 

 

28

 

Contributions from non-controlling interests

 

 

3,001

 

 

 

1,225

 

Distributions to and redemptions of non-controlling interests

 

 

(6,254

)

 

 

 

Distributions to exchangeable operating partnership unit holders

 

 

(1,479

)

 

 

(964

)

Dividends paid to common shareholders

 

 

(247,138

)

 

 

(222,275

)

Dividends paid to preferred shareholders

 

 

(6,825

)

 

 

 

Repayment of fixed rate unsecured notes

 

 

(250,000

)

 

 

 

Proceeds from issuance of fixed rate unsecured notes, net of debt discount

 

 

398,468

 

 

 

 

Proceeds from unsecured credit facilities

 

 

422,419

 

 

 

235,000

 

Repayment of unsecured credit facilities

 

 

(264,419

)

 

 

(235,000

)

Proceeds from notes payable

 

 

 

 

 

15,500

 

Repayment of notes payable

 

 

(88,069

)

 

 

(29,616

)

Scheduled principal payments

 

 

(6,121

)

 

 

(5,054

)

Payment of loan costs

 

 

(13,453

)

 

 

(141

)

Net cash used in financing activities

 

 

(268,502

)

 

 

(268,934

)

Net decrease in cash and cash equivalents and restricted cash

 

 

(11,431

)

 

 

(25,668

)

Cash and cash equivalents and restricted cash at beginning of the period

 

 

91,354

 

 

 

68,776

 

Cash and cash equivalents and restricted cash at end of the period

 

$

79,923

 

 

 

43,108

 

 

The accompanying notes are an integral part of the financial statements.

6


 

REGENCY CENTERS CORPORATION

Consolidated Statements of Cash Flows

For the six months ended June 30, 2024 and 2023

(in thousands)

(unaudited)

 

 

 

 

2024

 

 

2023

 

Supplemental disclosure of cash flow information:

 

 

 

 

 

 

Cash paid for interest (net of capitalized interest of $3,176 and $2,534 in 2024 and 2023, respectively)

 

$

77,408

 

 

 

71,091

 

Cash paid for income taxes, net of refunds

 

$

6,405

 

 

 

573

 

Supplemental disclosure of non-cash transactions:

 

 

 

 

 

 

Common and Preferred stock, and exchangeable operating partnership dividends declared
but not paid

 

$

125,709

 

 

 

111,847

 

Sale of leased asset in exchange for net investment in sales-type lease

 

$

2,808

 

 

 

 

Common stock issued for partnership units exchanged

 

$

529

 

 

 

 

Reallocation of equity upon acqusition of non-controlling interest

 

$

8,694

 

 

 

 

Exchangeable operating partnership units issued for acquisition of real estate

 

$

 

 

 

20,000

 

Change in accrued capital expenditures

 

$

3,094

 

 

 

9,011

 

Common stock issued under dividend reinvestment plan

 

$

324

 

 

 

299

 

Stock-based compensation capitalized

 

$

880

 

 

 

366

 

Contributions to investments in real estate partnerships

 

$

17,984

 

 

 

 

Common stock issued for dividend reinvestment in trust

 

$

604

 

 

 

617

 

Contribution of stock awards into trust

 

$

1,659

 

 

 

1,844

 

Distribution of stock held in trust

 

$

476

 

 

 

2,245

 

Change in fair value of securities

 

$

120

 

 

 

98

 

 

The accompanying notes are an integral part of the financial statements.

 

7


 

REGENCY CENTERS, L.P.

Consolidated Balance Sheets

June 30, 2024 and December 31, 2023

(in thousands, except unit data)

 

 

 

2024

 

 

2023

 

Assets

 

(unaudited)

 

 

 

 

Net real estate investments:

 

 

 

 

 

 

Real estate assets, at cost

 

$

13,532,046

 

 

 

13,454,391

 

Less: accumulated depreciation

 

 

2,822,272

 

 

 

2,691,386

 

Real estate assets, net

 

 

10,709,774

 

 

 

10,763,005

 

Investments in sales-type lease, net

 

 

15,826

 

 

 

8,705

 

Investments in real estate partnerships

 

 

378,091

 

 

 

370,605

 

Net real estate investments

 

 

11,103,691

 

 

 

11,142,315

 

Properties held for sale, net

 

 

 

 

 

18,878

 

Cash, cash equivalents, and restricted cash, including $6,109 and $6,383 of restricted cash at June 30, 2024 and December 31, 2023, respectively

 

 

79,923

 

 

 

91,354

 

Tenant and other receivables, net

 

 

236,999

 

 

 

206,162

 

Deferred leasing costs, less accumulated amortization of $126,867 and $124,107 at June 30, 2024 and December 31, 2023, respectively

 

 

77,836

 

 

 

73,398

 

Acquired lease intangible assets, less accumulated amortization of $374,411 and $364,413 at June 30, 2024 and December 31, 2023, respectively

 

 

256,639

 

 

 

283,375

 

Right of use assets, net

 

 

323,015

 

 

 

328,002

 

Other assets

 

 

306,077

 

 

 

283,429

 

Total assets

 

$

12,384,180

 

 

 

12,426,913

 

Liabilities and Capital

 

 

 

 

 

 

Liabilities:

 

 

 

 

 

 

Notes payable, net

 

$

4,055,390

 

 

 

4,001,949

 

Unsecured credit facility

 

 

310,000

 

 

 

152,000

 

Accounts payable and other liabilities

 

 

357,232

 

 

 

358,612

 

Acquired lease intangible liabilities, less accumulated amortization of $208,900 and $211,067 at June 30, 2024 and December 31, 2023, respectively

 

 

380,505

 

 

 

398,302

 

Lease liabilities

 

 

243,318

 

 

 

246,063

 

Tenants' security, escrow deposits and prepaid rent

 

 

74,565

 

 

 

78,052

 

Total liabilities

 

 

5,421,010

 

 

 

5,234,978

 

Commitments and contingencies

 

 

 

 

 

 

Capital:

 

 

 

 

 

 

Partners' capital:

 

 

 

 

 

 

Preferred units $0.01 par value per unit, 30,000,000 units authorized; 9,000,000 units issued and outstanding, in the aggregate, in Series A and Series B at June 30, 2024 and December 31, 2023 with liquidation preference of $25 per unit

 

 

225,000

 

 

 

225,000

 

General partner's common units, 181,493,494 and 184,581,070 units issued and outstanding at June 30, 2024 and December 31, 2023, respectively

 

 

6,565,593

 

 

 

6,808,995

 

Limited partners' common units, 1,099,516 and 1,107,454 units issued and outstanding at June 30, 2024 and December 31, 2023 respectively

 

 

40,738

 

 

 

42,195

 

Accumulated other comprehensive income (loss)

 

 

5,135

 

 

 

(1,308

)

Total partners' capital

 

 

6,836,466

 

 

 

7,074,882

 

Noncontrolling interest: Limited partners' interests in consolidated partnerships

 

 

126,704

 

 

 

117,053

 

Total capital

 

 

6,963,170

 

 

 

7,191,935

 

Total liabilities and capital

 

$

12,384,180

 

 

 

12,426,913

 

 

The accompanying notes are an integral part of the financial statements.

8


 

REGENCY CENTERS, L.P.

Consolidated Statements of Operations

(in thousands, except per unit data)

(unaudited)

 

 

 

Three months ended June 30,

 

 

Six months ended June 30,

 

 

 

2024

 

 

2023

 

 

2024

 

 

2023

 

Revenues:

 

 

 

 

 

 

 

 

 

 

 

 

Lease income

 

$

347,845

 

 

 

304,458

 

 

$

700,951

 

 

 

613,259

 

Other property income

 

 

2,670

 

 

 

2,683

 

 

 

7,020

 

 

 

5,821

 

Management, transaction, and other fees

 

 

6,735

 

 

 

7,106

 

 

 

13,131

 

 

 

13,144

 

Total revenues

 

 

357,250

 

 

 

314,247

 

 

 

721,102

 

 

 

632,224

 

Operating expenses:

 

 

 

 

 

 

 

 

 

 

 

 

Depreciation and amortization

 

 

100,968

 

 

 

83,161

 

 

 

198,553

 

 

 

165,868

 

Property operating expense

 

 

59,491

 

 

 

54,394

 

 

 

122,765

 

 

 

105,416

 

Real estate taxes

 

 

45,478

 

 

 

38,509

 

 

 

89,785

 

 

 

76,986

 

General and administrative

 

 

24,238

 

 

 

25,065

 

 

 

50,370

 

 

 

50,345

 

Other operating expenses

 

 

3,066

 

 

 

1,682

 

 

 

5,709

 

 

 

1,185

 

Total operating expenses

 

 

233,241

 

 

 

202,811

 

 

 

467,182

 

 

 

399,800

 

Other expense, net:

 

 

 

 

 

 

 

 

 

 

 

 

Interest expense, net

 

 

43,178

 

 

 

36,956

 

 

 

86,046

 

 

 

73,349

 

Gain on sale of real estate, net of tax

 

 

(11,081

)

 

 

(81

)

 

 

(22,484

)

 

 

(331

)

Loss on early extinguishment of debt

 

 

 

 

 

 

 

 

180

 

 

 

 

Net investment income

 

 

(703

)

 

 

(1,742

)

 

 

(3,134

)

 

 

(3,469

)

Total other expense, net

 

 

31,394

 

 

 

35,133

 

 

 

60,608

 

 

 

69,549

 

Income before equity in income of investments in real estate partnerships

 

 

92,615

 

 

 

76,303

 

 

 

193,312

 

 

 

162,875

 

Equity in income of investments in real estate partnerships

 

 

12,314

 

 

 

11,869

 

 

 

24,275

 

 

 

23,785

 

Net income

 

 

104,929

 

 

 

88,172

 

 

 

217,587

 

 

 

186,660

 

Limited partners' interests in consolidated partnerships

 

 

(1,660

)

 

 

(840

)

 

 

(3,902

)

 

 

(1,627

)

Net income attributable to the Partnership

 

 

103,269

 

 

 

87,332

 

 

 

213,685

 

 

 

185,033

 

Preferred unit distributions

 

 

(3,413

)

 

 

 

 

 

(6,826

)

 

 

 

Net income attributable to common unit holders

 

$

99,856

 

 

 

87,332

 

 

$

206,859

 

 

 

185,033

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Net income attributable to common unit holders:

 

 

 

 

 

 

 

 

 

 

 

 

Per common unit - basic

 

$

0.54

 

 

 

0.51

 

 

$

1.12

 

 

 

1.08

 

Per common unit - diluted

 

$

0.54

 

 

 

0.51

 

 

$

1.12

 

 

 

1.07

 

 

The accompanying notes are an integral part of the financial statements.

9


 

REGENCY CENTERS, L.P.

Consolidated Statements of Comprehensive Income

(in thousands)

(unaudited)

 

 

 

Three months ended June 30,

 

 

Six months ended June 30,

 

 

 

2024

 

 

2023

 

 

2024

 

 

2023

 

Net income

 

$

104,929

 

 

 

88,172

 

 

$

217,587

 

 

 

186,660

 

Other comprehensive income (loss):

 

 

 

 

 

 

 

 

 

 

 

 

Effective portion of change in fair value of derivative instruments:

 

 

 

 

 

 

 

 

 

 

 

 

Effective portion of change in fair value of derivative instruments

 

 

3,124

 

 

 

5,457

 

 

 

11,717

 

 

 

2,721

 

Reclassification adjustment of derivative instruments included in net income

 

 

(2,440

)

 

 

(1,649

)

 

 

(4,807

)

 

 

(3,141

)

Unrealized (loss) gain on available-for-sale debt securities

 

 

(1

)

 

 

(115

)

 

 

(120

)

 

 

77

 

Other comprehensive income (loss)

 

 

683

 

 

 

3,693

 

 

 

6,790

 

 

 

(343

)

Comprehensive income

 

 

105,612

 

 

 

91,865

 

 

 

224,377

 

 

 

186,317

 

Less: comprehensive income attributable to noncontrolling interests:

 

 

 

 

 

 

 

 

 

 

 

 

Net income attributable to noncontrolling interests

 

 

1,660

 

 

 

840

 

 

 

3,902

 

 

 

1,627

 

Other comprehensive income (loss) attributable to noncontrolling interests

 

 

9

 

 

 

262

 

 

 

308

 

 

 

(125

)

Comprehensive income attributable to noncontrolling interests

 

 

1,669

 

 

 

1,102

 

 

 

4,210

 

 

 

1,502

 

Comprehensive income attributable to the Partnership

 

$

103,943

 

 

 

90,763

 

 

$

220,167

 

 

 

184,815

 

 

The accompanying notes are an integral part of the financial statements.

10


 

REGENCY CENTERS, L.P.

Consolidated Statements of Capital

For the three months ended June 30, 2024 and 2023

(in thousands)

(unaudited)

 

 

 

General Partner Preferred
and Common Units

 

 

Limited
Partners

 

 

Accumulated
Other
Comprehensive
Income

 

 

Total
Partners’
Capital

 

 

Noncontrolling Interests in
Limited Partners’ Interest in
Consolidated Partnerships

 

 

Total
Capital

 

Balance at March 31, 2023

 

$

6,053,394

 

 

 

34,411

 

 

 

3,927

 

 

 

6,091,732

 

 

 

47,703

 

 

 

6,139,435

 

Net income

 

 

86,782

 

 

 

550

 

 

 

 

 

 

87,332

 

 

 

840

 

 

 

88,172

 

Other comprehensive income

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Other comprehensive income before reclassification

 

 

 

 

 

32

 

 

 

4,886

 

 

 

4,918

 

 

 

424

 

 

 

5,342

 

Amounts reclassified from accumulated other comprehensive loss

 

 

 

 

 

(10

)

 

 

(1,477

)

 

 

(1,487

)

 

 

(162

)

 

 

(1,649

)

Contributions from partners

 

 

 

 

 

 

 

 

 

 

 

 

 

 

1,428

 

 

 

1,428

 

Issuance of exchangeable operating partnership units

 

 

 

 

 

20,000

 

 

 

 

 

 

20,000

 

 

 

 

 

 

20,000

 

Distributions to partners

 

 

(111,145

)

 

 

(702

)

 

 

 

 

 

(111,847

)

 

 

(941

)

 

 

(112,788

)

Restricted units issued as a result of restricted stock issued by Parent Company, net of amortization

 

 

4,105

 

 

 

 

 

 

 

 

 

4,105

 

 

 

 

 

 

4,105

 

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

 

 

(10

)

 

 

 

 

 

 

 

 

(10

)

 

 

 

 

 

(10

)

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

 

 

(249

)

 

 

 

 

 

 

 

 

(249

)

 

 

 

 

 

(249

)

Balance at June 30, 2023

 

$

6,032,877

 

 

 

54,281

 

 

 

7,336

 

 

 

6,094,494

 

 

 

49,292

 

 

 

6,143,786

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Balance at March 31, 2024

 

$

7,015,246

 

 

 

41,606

 

 

 

4,465

 

 

 

7,061,317

 

 

 

116,702

 

 

 

7,178,019

 

Net income

 

 

102,668

 

 

 

601

 

 

 

 

 

 

103,269

 

 

 

1,660

 

 

 

104,929

 

Other comprehensive income

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Other comprehensive income before reclassification

 

 

 

 

 

18

 

 

 

2,955

 

 

 

2,973

 

 

 

150

 

 

 

3,123

 

Amounts reclassified from accumulated other comprehensive loss

 

 

 

 

 

(14

)

 

 

(2,285

)

 

 

(2,299

)

 

 

(141

)

 

 

(2,440

)

Adjustment for noncontrolling interests

 

 

(8,694

)

 

 

 

 

 

 

 

 

(8,694

)

 

 

8,694

 

 

 

 

Contributions from partners

 

 

 

 

 

 

 

 

 

 

 

 

 

 

1,529

 

 

 

1,529

 

Distributions to partners

 

 

(121,959

)

 

 

(1,473

)

 

 

 

 

 

(123,432

)

 

 

(1,890

)

 

 

(125,322

)

Preferred unit distributions

 

 

(3,413

)

 

 

 

 

 

 

 

 

(3,413

)

 

 

 

 

 

(3,413

)

Restricted units issued as a result of restricted stock issued by Parent Company, net of amortization

 

 

6,561

 

 

 

 

 

 

 

 

 

6,561

 

 

 

 

 

 

6,561

 

Preferred units issued as a result of preferred stock issued by Parent Company, net of issuance costs

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

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

 

 

(200,066

)

 

 

 

 

 

 

 

 

(200,066

)

 

 

 

 

 

(200,066

)

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

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

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

 

 

250

 

 

 

 

 

 

 

 

 

250

 

 

 

 

 

 

250

 

Common units exchanged for common stock of Parent Company

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Balance at June 30, 2024

 

$

6,790,593

 

 

 

40,738

 

 

 

5,135

 

 

 

6,836,466

 

 

 

126,704

 

 

 

6,963,170

 

 

The accompanying notes are an integral part of the financial statements.

11


 

REGENCY CENTERS, L.P.

Consolidated Statements of Capital

For the six months ended June 30, 2024 and 2023

(in thousands)

(unaudited)

 

 

 

General Partner Preferred
and Common Units

 

 

Limited
Partners

 

 

Accumulated
Other
Comprehensive
Income (Loss)

 

 

Total
Partners'
Capital

 

 

Noncontrolling Interests in
Limited Partners' Interest in
Consolidated Partnerships

 

 

Total
Capital

 

Balance at December 31, 2022

 

$

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

 

Other comprehensive income

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Other comprehensive income before reclassification

 

 

 

 

 

21

 

 

 

2,570

 

 

 

2,591

 

 

 

207

 

 

 

2,798

 

Amounts reclassified from accumulated other comprehensive income

 

 

 

 

 

(15

)

 

 

(2,794

)

 

 

(2,809

)

 

 

(332

)

 

 

(3,141

)

Contributions from partners

 

 

 

 

 

 

 

 

 

 

 

 

 

 

3,205

 

 

 

3,205

 

Issuance of exchangeable operating partnership units

 

 

 

 

 

20,000

 

 

 

 

 

 

20,000

 

 

 

 

 

 

20,000

 

Distributions to partners

 

 

(222,492

)

 

 

(1,184

)

 

 

 

 

 

(223,676

)

 

 

(1,980

)

 

 

(225,656

)

Restricted units issued as a result of restricted stock issued by Parent Company, net of amortization

 

 

8,924

 

 

 

 

 

 

 

 

 

8,924

 

 

 

 

 

 

8,924

 

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

 

 

(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

)

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

 

 

(7,027

)

 

 

 

 

 

 

 

 

(7,027

)

 

 

 

 

 

(7,027

)

Balance at June 30, 2023

 

$

6,032,877

 

 

 

54,281

 

 

 

7,336

 

 

 

6,094,494

 

 

 

49,292

 

 

 

6,143,786

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Balance at December 31, 2023

 

$

7,033,995

 

 

 

42,195

 

 

 

(1,308

)

 

 

7,074,882

 

 

 

117,053

 

 

 

7,191,935

 

Net income

 

 

212,442

 

 

 

1,243

 

 

 

 

 

 

213,685

 

 

 

3,902

 

 

 

217,587

 

Other comprehensive income

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Other comprehensive income before reclassification

 

 

 

 

 

66

 

 

 

10,942

 

 

 

11,008

 

 

 

589

 

 

 

11,597

 

Amounts reclassified from accumulated other comprehensive income

 

 

 

 

 

(27

)

 

 

(4,499

)

 

 

(4,526

)

 

 

(281

)

 

 

(4,807

)

Adjustment for noncontrolling interests

 

 

(8,694

)

 

 

 

 

 

 

 

 

(8,694

)

 

 

8,694

 

 

 

 

Contributions from partners

 

 

 

 

 

 

 

 

 

 

 

 

 

 

3,001

 

 

 

3,001

 

Distributions to partners

 

 

(245,754

)

 

 

(2,210

)

 

 

 

 

 

(247,964

)

 

 

(6,254

)

 

 

(254,218

)

Preferred unit distributions

 

 

(6,826

)

 

 

 

 

 

 

 

 

(6,826

)

 

 

 

 

 

(6,826

)

Restricted units issued as a result of restricted stock issued by Parent Company, net of amortization

 

 

13,137

 

 

 

 

 

 

 

 

 

13,137

 

 

 

 

 

 

13,137

 

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

 

 

(200,066

)

 

 

 

 

 

 

 

 

(200,066

)

 

 

 

 

 

(200,066

)

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

 

 

(8,170

)

 

 

 

 

 

 

 

 

(8,170

)

 

 

 

 

 

(8,170

)

Exchangeable operating partnership units converted to common stock of Parent Company

 

 

529

 

 

 

(529

)

 

 

 

 

 

 

 

 

 

 

 

 

Balance at June 30, 2024

 

$

6,790,593

 

 

 

40,738

 

 

 

5,135

 

 

 

6,836,466

 

 

 

126,704

 

 

 

6,963,170

 

 

The accompanying notes are an integral part of the financial statements.

12


 

REGENCY CENTERS, L.P.

Consolidated Statements of Cash Flows

For the six months ended June 30, 2024 and 2023

(in thousands)

(unaudited)

 

 

 

 

2024

 

 

2023

 

Cash flows from operating activities:

 

 

 

 

 

 

Net income

 

$

217,587

 

 

 

186,660

 

Adjustments to reconcile net income to net cash provided by operating activities:

 

 

 

 

 

 

Depreciation and amortization

 

 

198,553

 

 

 

165,868

 

Amortization of deferred loan costs and debt premiums

 

 

6,232

 

 

 

2,983

 

(Accretion) and amortization of above and below market lease intangibles, net

 

 

(12,193

)

 

 

(13,842

)

Stock-based compensation, net of capitalization

 

 

12,539

 

 

 

8,854

 

Equity in income of investments in real estate partnerships

 

 

(24,275

)

 

 

(23,785

)

Gain on sale of real estate, net of tax

 

 

(22,484

)

 

 

(331

)

Loss on early extinguishment of debt

 

 

180

 

 

 

 

Distribution of earnings from investments in real estate partnerships

 

 

32,440

 

 

 

31,869

 

Deferred compensation expense

 

 

2,695

 

 

 

2,940

 

Realized and unrealized gain on investments

 

 

(3,013

)

 

 

(3,376

)

Changes in assets and liabilities:

 

 

 

 

 

 

Tenant and other receivables

 

 

(3,565

)

 

 

(14,549

)

Deferred leasing costs

 

 

(6,311

)

 

 

(3,591

)

Other assets

 

 

(13,793

)

 

 

(17,951

)

Accounts payable and other liabilities

 

 

(9,776

)

 

 

6,091

 

Tenants' security, escrow deposits and prepaid rent

 

 

(3,602

)

 

 

6,837

 

Net cash provided by operating activities

 

 

371,214

 

 

 

334,677

 

Cash flows from investing activities:

 

 

 

 

 

 

Acquisition of operating real estate

 

 

(45,208

)

 

 

 

Real estate development and capital improvements

 

 

(141,775

)

 

 

(100,114

)

Proceeds from sale of real estate

 

 

92,159

 

 

 

3,745

 

Proceeds from property insurance casualty claims

 

 

4,638

 

 

 

 

Issuance of notes receivable

 

 

(32,651

)

 

 

(4,000

)

Collection of notes receivable

 

 

3,004

 

 

 

 

Investments in real estate partnerships

 

 

(8,582

)

 

 

(3,109

)

Return of capital from investments in real estate partnerships

 

 

10,038

 

 

 

3,644

 

Dividends on investment securities

 

 

263

 

 

 

420

 

Acquisition of investment securities

 

 

(95,519

)

 

 

(2,748

)

Proceeds from sale of investment securities

 

 

99,490

 

 

 

10,751

 

Net cash used in investing activities

 

 

(114,143

)

 

 

(91,411

)

Cash flows from financing activities:

 

 

 

 

 

 

Net proceeds from common stock issuance

 

 

 

 

 

(10

)

Repurchase of common shares in conjunction with equity award plans

 

 

(8,776

)

 

 

(7,621

)

Common units repurchased through share repurchase program

 

 

(200,066

)

 

 

(20,006

)

Proceeds from sale of treasury stock

 

 

210

 

 

 

28

 

Contributions from non-controlling interests

 

 

3,001

 

 

 

1,225

 

Distributions to and redemptions of non-controlling interests

 

 

(6,254

)

 

 

 

Distributions to partners

 

 

(248,617

)

 

 

(223,239

)

Dividends paid to preferred unit holders

 

 

(6,825

)

 

 

 

Repayment of fixed rate unsecured notes

 

 

(250,000

)

 

 

 

Proceeds from issuance of fixed rate unsecured notes, net of debt discount

 

 

398,468

 

 

 

 

Proceeds from unsecured credit facilities

 

 

422,419

 

 

 

235,000

 

Repayment of unsecured credit facilities

 

 

(264,419

)

 

 

(235,000

)

Proceeds from notes payable

 

 

 

 

 

15,500

 

Repayment of notes payable

 

 

(88,069

)

 

 

(29,616

)

Scheduled principal payments

 

 

(6,121

)

 

 

(5,054

)

Payment of loan costs

 

 

(13,453

)

 

 

(141

)

Net cash used in financing activities

 

 

(268,502

)

 

 

(268,934

)

Net decrease in cash and cash equivalents and restricted cash

 

 

(11,431

)

 

 

(25,668

)

Cash and cash equivalents and restricted cash at beginning of the period

 

 

91,354

 

 

 

68,776

 

Cash and cash equivalents and restricted cash at end of the period

 

$

79,923

 

 

 

43,108

 

 

The accompanying notes are an integral part of the financial statements.

13


 

REGENCY CENTERS, L.P.

Consolidated Statements of Cash Flows

For the six months ended June 30, 2024 and 2023

(in thousands)

(unaudited)

 

 

 

 

2024

 

 

2023

 

Supplemental disclosure of cash flow information:

 

 

 

 

 

 

Cash paid for interest (net of capitalized interest of $3,176 and $2,534 in 2024 and 2023, respectively)

 

$

77,408

 

 

 

71,091

 

Cash paid for income taxes, net of refunds

 

$

6,405

 

 

 

573

 

Supplemental disclosure of non-cash transactions:

 

 

 

 

 

 

Common and Preferred stock, and exchangeable operating partnership dividends declared
but not paid

 

$

125,709

 

 

 

111,847

 

Sale of leased asset in exchange for net investment in sales-type lease

 

$

2,808

 

 

 

 

Common stock issued by Parent Company for partnership units exchanged

 

$

529

 

 

 

 

Reallocation of equity upon acqusition of non-controlling interest

 

$

8,694

 

 

 

 

Exchangeable operating partnership units issued for acquisition of real estate

 

$

 

 

 

20,000

 

Change in accrued capital expenditures

 

$

3,094

 

 

 

9,011

 

Common stock issued by Parent Company for dividend reinvestment plan

 

$

324

 

 

 

299

 

Stock-based compensation capitalized

 

$

880

 

 

 

366

 

Contributions to investments in real estate partnerships

 

$

17,984

 

 

 

 

Contributions from limited partners in consolidated partnerships

 

$

 

 

 

 

Common stock issued for dividend reinvestment in trust

 

$

604

 

 

 

617

 

Contribution of stock awards into trust

 

$

1,659

 

 

 

1,844

 

Distribution of stock held in trust

 

$

476

 

 

 

2,245

 

Change in fair value of securities

 

$

120

 

 

 

98

 

 

The accompanying notes are an integral part of the financial statements.

 

14


REGENCY CENTERS CORPORATION AND REGENCY CENTERS, L.P.

Notes to Unaudited Consolidated Financial Statements

June 30, 2024

 

 

1.

Organization and Significant Accounting Policies

General

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

As of June 30, 2024, the Parent Company, the Operating Partnership, and their controlled subsidiaries on a consolidated basis owned 380 properties and held partial interests in an additional 101 properties through unconsolidated Investments in real estate partnerships (also referred to as "joint ventures" or "investment partnerships").

Basis of Presentation

The information included in this Report should be read in conjunction with the Company's Annual Report on Form 10-K for the year ended December 31, 2023, as certain disclosures in this Report that would duplicate those included in such Annual Report on Form 10-K are not included in these consolidated financial statements. The consolidated financial statements reflect all adjustments which are, in the opinion of management, necessary to fairly state the results for the interim periods presented. These adjustments are considered to be of a normal recurring nature.

Acquisition of Urstadt Biddle Properties Inc.

On August 18, 2023, the Company acquired Urstadt Biddle Properties Inc. ("UBP") which was accounted for as an asset acquisition. 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 newly issued Parent Company 6.25% Series A Cumulative Redeemable Preferred Stock (“Parent Company Series A preferred stock”) and 5.875% Series B Cumulative Redeemable Preferred Stock (“Parent Company Series B preferred stock”), respectively (collectively referred to as the “Preferred Stock”).

As a result of the acquisition, the Company acquired 74 properties representing 5.3 million square feet of GLA, including 10 properties held through real estate partnerships. See the Company's audited Annual Report on Form 10-K for the year ended December 31, 2023 for further disclosure regarding the acquisition transaction.

Risks and Uncertainties

The success of the Company's tenants in operating their businesses and their corresponding ability to pay rent continue to be influenced by current economic challenges, which may impact their cost of doing business, including but not limited to the impact of inflation, the cost and availability of labor, increasing energy prices and interest rates, and access to credit. Additionally, geopolitical and macroeconomic challenges, including the war involving Russia and Ukraine, current Middle East conflicts and wars, and the economic conflicts with China, as well as the slowing of its economy, could impact aspects of the U.S. economy and, therefore, consumer spending. The policies implemented by the U.S. government to address these and related issues, including changes by the Board of Governors of the Federal Reserve System of its benchmark federal funds rate, increases or decreases in federal government spending, and economic sanctions and tariffs, could result in adverse impacts on the U.S. economy, including a slowing of growth and potentially a recession, thereby impacting consumer spending, tenants' businesses, and/or decreasing future demand for space in shopping centers. The potential impact of current macroeconomic and geopolitical challenges on the Company's financial condition, results of operations, and cash flows is subject to change and continues to depend on the extent and duration of these risks and uncertainties. See Item 1A of Part I of the Company's Annual Report on Form 10-K for a more detailed discussion of the Risk Factors potentially impacting the Company's business and results of operations.

Investment Risk Concentrations

As of June 30, 2024, no single tenant comprised 10% or more of our aggregate annualized base rent ("ABR"). As of June 30, 2024, the Company had three geographic concentrations that accounted for at least 10.0% of our aggregate ABR. Real estate

15


REGENCY CENTERS CORPORATION AND REGENCY CENTERS, L.P.

Notes to Unaudited Consolidated Financial Statements

June 30, 2024

 

properties located in California, Florida and the New York-Newark-Jersey City core-based statistical area accounted for 23.4%, 20.6% and 11.0% of ABR respectively. As a result, this geographic concentration of our portfolio makes it potentially more susceptible to adverse weather or economic events that impact these locations.

Consolidation

In addition to properties that are wholly-owed, the Company consolidates properties where it owns less than 100% but holds a controlling financial interest in the entity.Controlling financial interest is determined using an evaluation based on accounting standards related to the consolidation of Variable Interest Entities ("VIEs") and voting interest entities.

Ownership of the Parent Company

The Parent Company currently has a single class of common stock and two series of preferred stock outstanding.

Ownership of the Operating Partnership

The Operating Partnership's capital includes Common Units and Preferred Units. As of June 30, 2024, the Parent Company owned approximately 99.4% of the outstanding Common Units, with the remaining Common Units held by third parties ("Exchangeable operating partnership units" or "EOP units"). The Parent Company currently owns all of the Preferred Units.

Real Estate Partnerships

As of June 30, 2024, Regency held partial ownership interests in 119 properties through real estate partnerships, of which 18 are consolidated. Regency's partners include institutional investors, real estate developers and/or operators, and passive investors (the "Partners" or "Limited Partners"). These partnerships have been established to own and operate real estate properties. The Company’s involvement with these entities is through its ownership and management of the properties. The entities were deemed VIEs primarily because the unrelated investors do not have substantive kick-out rights to remove the general or managing partner by a vote of a simple majority or less, and they do not have substantive participating rights. Regency has variable interests in these entities through its equity ownership, with Regency being the primary beneficiary in certain of these real estate partnerships. Regency consolidates the partnerships into its financial statements for which it is the primary beneficiary and reports the limited partners' interests as noncontrolling interests. For those partnerships which Regency is not the primary beneficiary and does not have a controlling financial interest, but has significant influence, Regency recognizes its equity investments in them in accordance with the equity method of accounting.

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

The carrying amounts of VIEs' assets and liabilities included in the Company's consolidated financial statements, exclusive of the Operating Partnership, are as follows:

 

(in thousands)

 

June 30, 2024

 

 

December 31, 2023

 

Assets

 

 

 

 

 

 

Real estate assets, net

 

$

276,831

 

 

 

270,674

 

Cash, cash equivalents and restricted cash

 

 

6,792

 

 

 

8,201

 

Tenant and other receivables, net

 

 

5,232

 

 

 

3,883

 

Deferred costs, net

 

 

2,504

 

 

 

2,494

 

Acquired lease intangible assets, net

 

 

7,184

 

 

 

12,099

 

Right of use assets, net

 

 

18,398

 

 

 

44,377

 

Other assets

 

 

1,791

 

 

 

893

 

Total Assets

 

$

318,732

 

 

 

342,621

 

Liabilities

 

 

 

 

 

 

Notes payable

 

$

32,973

 

 

 

33,211

 

Accounts payable and other liabilities

 

 

6,785

 

 

 

29,919

 

Acquired lease intangible liabilities, net

 

 

10,946

 

 

 

21,456

 

Tenants' security, escrow deposits and prepaid rent

 

 

1,139

 

 

 

1,239

 

Lease liabilities

 

 

19,280

 

 

 

21,433

 

Total Liabilities

 

$

71,123

 

 

 

107,258

 

 

16


REGENCY CENTERS CORPORATION AND REGENCY CENTERS, L.P.

Notes to Unaudited Consolidated Financial Statements

June 30, 2024

 

Revenues, and Tenant and other Receivables

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

 

 

 

 

 

Three months ended June 30,

 

 

Six months ended June 30,

 

(in thousands)

 

Timing of satisfaction of performance obligations

 

2024

 

 

2023

 

 

2024

 

 

2023

 

Management, transaction, and other fees:

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Property management services

 

Over time

 

$

3,895

 

 

 

3,487

 

 

$

7,856

 

 

 

6,945

 

Asset management services

 

Over time

 

 

1,620

 

 

 

1,648

 

 

 

3,222

 

 

 

3,277

 

Leasing services

 

Point in time

 

 

1,016

 

 

 

1,096

 

 

 

1,591

 

 

 

1,814

 

Other fees

 

Point in time

 

 

204

 

 

 

875

 

 

 

462

 

 

 

1,108

 

Total management, transaction, and other fees

 

 

 

$

6,735

 

 

 

7,106

 

 

$

13,131

 

 

 

13,144

 

The accounts receivable for management, transactions, and other fees, which are included within Tenant and other receivables in the accompanying Consolidated Balance Sheets, are $17.9 million and $18.5 million, as of June 30, 2024 and December 31, 2023, respectively.

Recent Accounting Pronouncements

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

Standard

Description

Earlier of Effective Date or the Date of adoption

Effect on the financial statements or other significant matters

Recently adopted:

ASU 2023-07, Segment Reporting (Topic 280): Improvements to Reportable Segment Disclosures

 

The amendments are aimed at enhancing the disclosures public entities provide regarding significant segment expenses so that investors can “better understand an entity’s overall performance” and assess “potential future cash flows.”

 

January 1, 2024

 

The standard became effective for the Company on January 1, 2024 and the required disclosures for the Company will begin with its Annual Report on Form 10-K for the fiscal year ending December 31, 2024. The adoption and implementation of this guidance is not expected to have a material impact on the Company’s consolidated financial statements.

 

 

 

 

 

 

 

 

ASU 2023-09, Income Taxes (Topic 740): Improvements to Income Tax Disclosures.

 

ASU 2023-09 requires public business entities to disclose additional information in specified categories with respect to the reconciliation of the effective tax rate to the statutory rate for federal, state, and foreign income taxes. It also requires greater detail about individual reconciling items in the rate reconciliation to the extent the impact of those items exceeds a specified threshold.

 

January 1, 2025

 

The Company will review the extent of new disclosures necessary prior to implementation.  Other than additional disclosure, the adoption of this ASU is not expected to have a material impact on the Company's consolidated financial statements.

 

 

 

 

17


REGENCY CENTERS CORPORATION AND REGENCY CENTERS, L.P.

Notes to Unaudited Consolidated Financial Statements

June 30, 2024

 

 

2.

Real Estate Investments

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

(in thousands)

Six months ended June 30, 2024

 

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)

 

2/23/2024

The Shops at Stone Bridge

Cheshire, CT

Development

100%

$

8,000

 

 

 

 

 

 

 

5/3/2024

Compo Acres North shopping center

Westport, CT

Operating

100%

 

45,500

 

 

 

 

5,360

 

 

2,175

 

Total property acquisitions

 

 

 

$

53,500

 

 

 

 

5,360

 

 

2,175

 

 

(in thousands)

Six months ended June 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)

 

5/1/2023

Sienna Phase 1

Houston, TX

Development

75%

$

2,695

 

 

 

 

 

 

 

5/18/2023

SunVet

Holbrook, NY

Development

99%

 

24,140

 

 

 

 

 

 

 

Total property acquisitions

 

 

 

$

26,835

 

 

 

 

 

 

 

(1)
Amounts for purchase price and allocation are reflected at 100%.

 

 

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,

 

(in thousands, except number sold data)

 

2024

 

 

2023

 

 

2024

 

 

2023

 

Net proceeds from sale of real estate investments

 

$

62,126

 

 

 

142

 

 

$

92,159

 

 

 

3,065

 

Gain on sale of real estate, net of tax

 

 

11,081

 

 

 

81

 

 

 

22,484

 

 

 

331

 

Number of operating properties sold

 

 

2

 

 

 

 

 

 

3

 

 

 

 

Number of land parcels sold

 

 

 

 

 

 

 

 

 

 

 

1

 

Percent interest sold

 

100%

 

 

100%

 

 

100%

 

 

100%

 

 

 

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, 2024

 

 

December 31, 2023

 

Goodwill

 

$

167,062

 

 

 

167,062

 

Investments

 

 

50,656

 

 

 

51,992

 

Prepaid and other

 

 

54,341

 

 

 

40,635

 

Derivative assets

 

 

16,293

 

 

 

14,213

 

Furniture, fixtures, and equipment, net ("FF&E")

 

 

6,711

 

 

 

6,662

 

Deferred financing costs, net(1)

 

 

11,014

 

 

 

2,865

 

Total other assets

 

$

306,077

 

 

 

283,429

 

 

(1)
The Company incurred additional financing costs related to recasting its Line of Credit. See Note 5 — Notes Payable and Unsecured Credit Facilities for discussion regarding these transactions.

 

 

18


REGENCY CENTERS CORPORATION AND REGENCY CENTERS, L.P.

Notes to Unaudited Consolidated Financial Statements

June 30, 2024

 

 

 

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)

 

Maturing
Through

 

Weighted
Average
Contractual
Rate

 

Weighted
Average
Effective
Rate

 

June 30, 2024

 

 

December 31, 2023

 

Notes payable:

 

 

 

 

 

 

 

 

 

 

 

 

Fixed rate mortgage loans

 

6/1/2037

 

3.9%

 

4.4%

 

$

358,158

 

 

 

449,615

 

Variable rate mortgage loans (1)

 

1/31/2032

 

4.2%

 

4.2%

 

 

297,200

 

 

 

299,579

 

Fixed rate unsecured debt

 

3/15/2049

 

4.0%

 

4.2%

 

 

3,400,032

 

 

 

3,252,755

 

Total notes payable, net

 

 

 

 

 

 

 

 

4,055,390

 

 

 

4,001,949

 

Unsecured credit facilities:

 

 

 

 

 

 

 

 

 

 

 

 

$1.5 Billion Line of Credit (the "Line") (2)

 

3/23/2028

 

6.2%

 

6.5%

 

 

310,000

 

 

 

152,000

 

Total unsecured credit facilities

 

 

 

 

 

 

 

 

310,000

 

 

 

152,000

 

Total debt outstanding

 

 

 

 

 

 

 

$

4,365,390

 

 

 

4,153,949

 

(1)
As of June 30, 2024, 98.2% of the variable rate mortgage loans are fixed through interest rate swaps.
(2)
The Company has the option to extend the maturity date by 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.

Significant financing activity during 2024 includes:

On January 8, 2024, the Company priced a public offering of $400 million of senior unsecured notes due in 2034, and the notes were issued on January 18, 2024 at 99.617% of par value with a coupon of 5.250%.

On January 18, 2024, the Company entered into a Sixth Amended and Restated Credit Agreement (the "Credit Agreement"), with the financial institutions party thereto, as lenders, and Wells Fargo Bank, National Association, as Administrative Agent. The Credit Agreement provides for an unsecured revolving credit facility in the amount of $1.50 billion for a term of four years (plus two six-month extension options) and includes an accordion feature which permits the borrower to request increases in the size of the revolving loan facility by up to an additional $1.50 billion. The interest rate on the revolving credit facility is equal to the Secured Overnight Financing Rate ("SOFR") plus a margin that is determined based on the borrower’s long-term unsecured debt ratings and ratio of indebtedness to total asset value. At the time of the closing, the effective interest rate was SOFR plus a credit spread adjustment of 10 basis points plus a margin of 72.5 basis points. The Credit Agreement also incorporates sustainability-linked adjustments to the interest rate, which provide for upward or downward adjustments to the applicable margin if the Company achieves, or fails to achieve, certain specified targets based on Scope 1 and Scope 2 emission standards as set forth in the Credit Agreement. At the time of the closing, a 1 basis point downward sustainability-linked adjustment to the interest rate was applicable. The Credit Agreement was further amended on July 8, 2024 to update the baseline metric used to calculate sustainability-linked performance targets.

On June 17, 2024, the Company paid off $250 million of unsecured public debt that had matured, utilizing a portion of the proceeds from the January 2024 public debt offering, and the Company paid off a $78.3 million fixed rate mortgage loan.

 

19


REGENCY CENTERS CORPORATION AND REGENCY CENTERS, L.P.

Notes to Unaudited Consolidated Financial Statements

June 30, 2024

 

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

(in thousands)

 

June 30, 2024

 

Scheduled Principal Payments and Maturities by Year:

 

Scheduled
Principal
Payments

 

 

Mortgage
Loan
Maturities

 

 

Unsecured
Maturities
(1)

 

 

Total

 

 2024 (2)

 

$

5,052

 

 

 

53,108

 

 

 

 

 

 

58,160

 

 2025

 

 

9,678

 

 

 

52,537

 

 

 

250,000

 

 

 

312,215

 

 2026

 

 

9,920

 

 

 

147,850

 

 

 

200,000

 

 

 

357,770

 

 2027

 

 

7,013

 

 

 

222,558

 

 

 

525,000

 

 

 

754,571

 

 2028

 

 

5,312

 

 

 

36,570

 

 

 

610,000

 

 

 

651,882

 

Beyond 5 Years

 

 

7,956

 

 

 

106,089

 

 

 

2,150,000

 

 

 

2,264,045

 

Unamortized debt premium/(discount) and issuance costs

 

 

 

 

 

(8,285

)

 

 

(24,968

)

 

 

(33,253

)

Total

 

$

44,931

 

 

 

610,427

 

 

 

3,710,032

 

 

 

4,365,390

 

(1)
Includes unsecured public and private debt and unsecured credit facilities.
(2)
Reflects scheduled principal payments and maturities for the remainder of the year.

The Company was in compliance as of June 30, 2024, with all financial and other covenants under its unsecured public and private placement debt and unsecured credit facilities.

 

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.

Detail on the Company's interest rate derivatives outstanding as of June 30, 2024 and December 31, 2023 is as follows:

 

 

Number of Instruments

 

Interest Rate Swaps

 

June 30, 2024

 

 

December 31, 2023

 

Notional amount

 

 

322,451

 

 

 

294,928

 

Number of instruments

 

 

16

 

 

 

15

 

Detail on the fair value of the Company's interest rate derivatives as of June 30, 2024 and December 31, 2023 is as follows:

(in thousands)

 

Fair Value

 

Interest rate swaps classified as:

 

June 30, 2024

 

 

December 31, 2023

 

Derivative assets

 

$

16,293

 

 

 

14,213

 

Derivative liabilities

 

 

(261

)

 

 

(1,335

)

These derivative financial instruments are all interest rate swaps, which are designated and qualify as cash flow hedges. The Company does not use derivatives for trading or speculative purposes and, as of June 30, 2024, 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.

20


REGENCY CENTERS CORPORATION AND REGENCY CENTERS, L.P.

Notes to Unaudited Consolidated Financial Statements

June 30, 2024

 

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) 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,

 

(in thousands)

 

2024

 

 

2023

 

 

 

 

2024

 

 

2023

 

 

 

 

2024

 

 

2023

 

Interest rate swaps

 

$

3,124

 

 

 

5,457

 

 

Interest income

 

$

(2,440

)

 

 

(1,649

)

 

Interest expense, net

 

$

43,178

 

 

 

36,956

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Six months ended June 30,

 

 

 

 

Six months ended June 30,

 

 

 

 

Six months ended June 30,

 

(in thousands)

 

2024

 

 

2023

 

 

 

 

2024

 

 

2023

 

 

 

 

2024

 

 

2023

 

Interest rate swaps

 

$

11,717

 

 

 

2,721

 

 

Interest income

 

$

(4,807

)

 

 

(3,141

)

 

Interest expense, net

 

$

86,046

 

 

 

73,349

 

As of June 30, 2024, the Company expects approximately $6.0 million of accumulated comprehensive income on derivative instruments in AOCI, including the Company's share from its Investments in real estate partnerships, to be reclassified into earnings during the next 12 months.

 

7.

Leases

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 (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:

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.
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 June 30,

 

 

Six months ended June 30,

 

 

 

2024

 

 

2023

 

 

2024

 

 

2023

 

Operating lease income

 

 

 

 

 

 

 

 

 

 

 

 

Fixed and in-substance fixed lease income

 

$

256,991

 

 

 

220,191

 

 

$

513,616

 

 

 

439,831

 

Variable lease income

 

 

86,082

 

 

 

74,337

 

 

 

178,372

 

 

 

155,118

 

Other lease related income, net:

 

 

 

 

 

 

 

 

 

 

 

 

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

 

 

7,441

 

 

 

8,751

 

 

 

13,264

 

 

 

14,616

 

Uncollectible straight-line rent (1)

 

 

(811

)

 

 

1,522

 

 

 

(1,210

)

 

 

2,100

 

Uncollectible amounts billable in lease (loss) income

 

 

(1,858

)

 

 

(343

)

 

 

(3,091

)

 

 

1,594

 

Total lease income

 

$

347,845

 

 

 

304,458

 

 

$

700,951

 

 

 

613,259

 

(1)
The amounts include straight-line rent adjustments associated with converting between cash basis and accrual basis of accounting for certain leases.

 

21


REGENCY CENTERS CORPORATION AND REGENCY CENTERS, L.P.

Notes to Unaudited Consolidated Financial Statements

June 30, 2024

 

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, 2024

 

 

December 31, 2023

 

Tenant receivables

 

$

24,935

 

 

 

34,814

 

Straight-line rent receivables

 

 

147,409

 

 

 

138,590

 

Notes receivable

 

 

31,943

 

 

 

2,109

 

Other receivables(1)

 

 

32,712

 

 

 

30,649

 

Total tenant and other receivables

 

$

236,999

 

 

 

206,162

 

 

(1)
Other receivables include construction receivables, insurance receivables, and amounts due from real estate partnerships for Management, transaction, and other fee income.

During the six months ended June 30, 2024 the Company issued a note receivable in the amount of $29.8 million at an interest rate of 6.9% maturing in January 2027, secured by a grocery-anchored shopping center.

 

8.

Fair Value Measurements

 

(a) Disclosure of Fair Value of Financial Instruments

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

 

 

 

June 30, 2024

 

 

December 31, 2023

 

(in thousands)

 

Carrying
Amount

 

 

Fair Value

 

 

Carrying
Amount

 

 

Fair Value

 

Financial assets:

 

 

 

 

 

 

 

 

 

 

 

 

Notes receivable

 

$

31,943

 

 

 

31,552

 

 

 

2,109

 

 

 

2,109

 

Financial liabilities:

 

 

 

 

 

 

 

 

 

 

 

 

Notes payable, net

 

$

4,055,390

 

 

 

3,799,988

 

 

 

4,001,949

 

 

 

3,763,152

 

Unsecured credit facilities(1)

 

$

310,000

 

 

 

310,000

 

 

 

152,000

 

 

 

152,000

 

(1)
The carrying amounts approximated its fair values due to the variable nature of the terms.

The above fair values represent management's estimate of the amounts that would be received from selling those assets or that would be paid to transfer those liabilities in an orderly transaction between market participants as of June 30, 2024, and December 31, 2023, respectively. These fair value measurements maximize the use of observable inputs which are classified within Level 2 of the fair value hierarchy. However, in situations where there is little, if any, market activity for the asset or liability at the measurement date, the fair value measurement reflects the Company's own judgments about the assumptions that market participants would use in pricing the asset or liability.

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

(b) Recurring Fair Value

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

Securities

The Company has investments in marketable securities that are included within Other assets on the accompanying Consolidated Balance Sheets. The fair value of the securities was determined using quoted prices in active markets, which are considered Level 1 inputs of the fair value hierarchy. Changes in the value of securities are recorded within Net investment income in the accompanying Consolidated Statements of Operations, and include unrealized gains of $0.7 million and unrealized gains of $1.4 million during the three months ended June 30, 2024 and 2023, respectively, and unrealized gains of $3.1 million and unrealized gains of $3.0 million during the six months ended June 30, 2024 and 2023, respectively.

 

22


REGENCY CENTERS CORPORATION AND REGENCY CENTERS, L.P.

Notes to Unaudited Consolidated Financial Statements

June 30, 2024

 

Available-for-Sale Debt Securities

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

Interest Rate Derivatives

The fair value of the Company's interest rate derivatives is determined using widely accepted valuation techniques including discounted cash flow analysis on the expected cash flows of each derivative. This analysis reflects the contractual terms of the derivatives, including the period to maturity, and uses observable market-based inputs, including interest rate curves and implied volatilities. The Company incorporates credit valuation adjustments to appropriately reflect both its own nonperformance risk and the respective counterparty's nonperformance risk in the fair value measurements.

Although the Company has determined that the majority of the inputs used to value its derivatives fall within Level 2 of the fair value hierarchy, the credit valuation adjustments associated with its derivatives utilize Level 3 inputs, such as estimates of current credit spreads, to evaluate the likelihood of default by the Company and its counterparties. The Company has assessed the significance of the impact of the credit valuation adjustments on the overall valuation of its derivative positions and has determined that the credit valuation adjustments are not significant to the overall valuation of its interest rate swaps. As a result, the Company determined that its interest rate swaps valuation in its entirety is classified in Level 2 of the fair value hierarchy.

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

 

 

Fair Value Measurements as of June 30, 2024

 

 

 

 

 

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

$

36,901

 

 

 

36,901

 

 

 

 

 

 

 

Available-for-sale debt securities

 

13,755

 

 

 

 

 

 

13,755

 

 

 

 

Interest rate derivatives

 

16,293

 

 

 

 

 

 

16,293

 

 

 

 

Total

$

66,949

 

 

 

36,901

 

 

 

30,048

 

 

 

 

Liabilities:

 

 

 

 

 

 

 

 

 

 

 

Interest rate derivatives

$

(261

)

 

 

 

 

 

(261

)

 

 

 

 

 

Fair Value Measurements as of December 31, 2023

 

 

 

 

 

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

$

37,039

 

 

 

37,039

 

 

 

 

 

 

 

Available-for-sale debt securities

 

14,953

 

 

 

 

 

 

14,953

 

 

 

 

Interest rate derivatives

 

14,213

 

 

 

 

 

 

14,213

 

 

 

 

Total

$

66,205

 

 

 

37,039

 

 

 

29,166

 

 

 

 

Liabilities:

 

 

 

 

 

 

 

 

 

 

 

Interest rate derivatives

$

(1,335

)

 

 

 

 

 

(1,335

)

 

 

 

 

 

23


REGENCY CENTERS CORPORATION AND REGENCY CENTERS, L.P.

Notes to Unaudited Consolidated Financial Statements

June 30, 2024

 

 

 

9.

Equity and Capital

Preferred Stock of the Parent Company

Terms and conditions of the preferred stock outstanding are summarized as follows:

 

Preferred Stock Outstanding as of June 30, 2024 and December 31, 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

 

 

 

 

 

Dividends Declared

On July 31, 2024, the Board:

Declared dividends on the Series A Preferred Stock, which will be paid at a rate of $0.390625 per share on October 31, 2024. The dividends will be payable to holders of record of the Series A Preferred Stock as of the close of business on October 16, 2024; and
Declared dividend on the Series B Preferred Stock, which will be paid at a rate of $0.367200 per share on October 31, 2024. The dividend will be payable to holders of record of the Series B Preferred Stock as of the close of business on October 16, 2024.

 

Common Stock of the Parent Company

Dividends Declared

On July 31, 2024, the Board declared a common stock dividend of $0.67 per share, payable on October 3, 2024, to shareholders of record as of September 12, 2024.

On August 1, 2023, our Board declared a common stock dividend of $0.65 per share, payable on October 4, 2023, to shareholders of record as of September 14, 2023.

At the Market ("ATM") Program

Under the Parent Company's ATM program, as authorized by the Board, the Parent Company may sell up to $500 million of common stock at prices determined by the market at the time of sale. The timing of sales, if any, will be dependent on market conditions and other factors. No sales occurred under the ATM program during both the six months ended June 30, 2024 and 2023. As of June 30, 2024, $500 million of common stock remained available for issuance under this ATM equity program.

Stock Repurchase Program

On February 8, 2023, the Board authorized a common stock repurchase program under which the Company may purchase up to a maximum of $250 million of its outstanding common stock through open market purchases, and/or in privately negotiated transactions (referred to as the "Repurchase Program"). The timing and price of stock repurchases, if any, are dependent upon market conditions and other factors. The stock repurchased, if not retired, is be treated as treasury stock. The Board's authorization for the Repurchase Program was to expire on February 7, 2025, unless modified, extended or earlier terminated by the Board in its discretion.

During the six months ended June 30, 2024, the Company executed multiple trades by which it repurchased 3.3 million common shares under the Repurchase Program for a total of $200 million at a weighted average price of $60.48 per share. These shares were repurchased through open market purchases in accordance with applicable federal securities laws, including Rule 10b-18 of the Exchange Act of 1934 (the "Exchange Act"). All repurchased shares were retired on the respective settlement dates. At June 30, 2024, $30.0 million remained available under the Repurchase Program.

24


REGENCY CENTERS CORPORATION AND REGENCY CENTERS, L.P.

Notes to Unaudited Consolidated Financial Statements

June 30, 2024

 

During the six months ended June 30, 2023, the Company executed multiple trades to repurchase 349,519 common shares under the Repurchase Program for a total of $20.0 million at a weighted average price of $57.22 per share. All repurchased shares were retired on the respective settlement dates.

On July 31, 2024, the Board authorized and approved a new common stock repurchase program under which the Company may purchase up to $250 million of shares of the Company’s outstanding common stock (the “New Repurchase Program”). The New Repurchase Program replaces and supercedes, in all respects, the Repurchase Program noted above. Under the New Repurchase Program, the Company intends to repurchase shares through open market purchases in accordance with applicable federal securities laws, including Rule 10b-18 of the Exchange Act. The Board's authorization for the New Repurchase Program expires on June 30, 2026, unless modified, extended or earlier terminated by the Board in its discretion.

Preferred Units of the Operating Partnership

The number of Series A Preferred Units and Series B Preferred Units, respectively, issued by the Operating Partnership is equal to the number of Series A Preferred Stock and Series B Preferred Stock, respectively, issued by the Parent Company.

Common Units of the Operating Partnership

Common Units are issued, or redeemed and retired, for each share of the Parent Company stock issued or redeemed, or retired, as described above. During the six months ended June 30, 2024, 7,938 Partnership Units were converted to Parent Company common stock. During the six months ended June 30, 2023 the Operating Partnership issued 338,704 exchangeable operating partnership units, valued at $20.0 million, as partial purchase price consideration for a development property.

 

10.

Stock-Based Compensation

During the six months ended June 30, 2024, the Company granted 343,014 shares of restricted stock with a weighted-average grant-date fair value of $60.25 per share. During the six months ended June 30, 2023, the Company granted 301,099 shares of restricted stock with a weighted-average grant-date fair value of $68.29 per share. The Company records stock-based compensation expense within General and administrative expenses in the accompanying Consolidated Statements of Operations, and recognizes forfeitures as they occur.

 

11.

Earnings per Share and Unit

Parent Company Earnings per Share

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

 

 

 

Three months ended June 30,

 

 

Six months ended June 30,

 

(in thousands, except per share data)

 

2024

 

 

2023

 

 

2024

 

 

2023

 

Numerator:

 

 

 

 

 

 

 

 

 

 

 

 

Net income attributable to common shareholders - basic

 

$

99,255

 

 

 

86,782

 

 

$

205,616

 

 

 

184,063

 

Net income attributable to common shareholders - diluted

 

$

99,255

 

 

 

86,782

 

 

$

205,616

 

 

 

184,063

 

Denominator:

 

 

 

 

 

 

 

 

 

 

 

 

Weighted average common shares outstanding for basic EPS

 

 

183,703

 

 

 

170,990

 

 

 

184,188

 

 

 

171,100

 

Weighted average common shares outstanding for diluted EPS (1)

 

 

183,868

 

 

 

171,275

 

 

 

184,332

 

 

 

171,369

 

Net income per common share – basic

 

$

0.54

 

 

 

0.51

 

 

$

1.12

 

 

 

1.08

 

Net income per common share – diluted

 

$

0.54

 

 

 

0.51

 

 

$

1.12

 

 

 

1.07

 

(1)
Includes the dilutive impact of unvested restricted stock.

The effect of the assumed conversion of the EOP units and certain other convertible units had an anti-dilutive effect upon the calculation of net income to the common shareholders per share. Accordingly, the impact of such assumed conversions has not been included in the determination of diluted net income per share calculations. Weighted average EOP units outstanding were 1,099,516 and 901,480 for the three months ended June 30, 2024 and 2023, and 1,100,305 and 822,346 for the six months ended June 30, 2024 and 2023, respectively.

 

25


REGENCY CENTERS CORPORATION AND REGENCY CENTERS, L.P.

Notes to Unaudited Consolidated Financial Statements

June 30, 2024

 

Operating Partnership Earnings per Unit

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

 

 

 

Three months ended June 30,

 

 

Six months ended June 30,

 

(in thousands, except per unit data)

 

2024

 

 

2023

 

 

2024

 

 

2023

 

Numerator:

 

 

 

 

 

 

 

 

 

 

 

 

Net income attributable to common unit holders - basic

 

$

99,856

 

 

 

87,332

 

 

$

206,859

 

 

 

185,033

 

Net income attributable to common unit holders - diluted

 

$

99,856

 

 

 

87,332

 

 

$

206,859

 

 

 

185,033

 

Denominator:

 

 

 

 

 

 

 

 

 

 

 

 

Weighted average common units outstanding for basic EPU

 

 

184,803

 

 

 

171,891

 

 

 

185,288

 

 

 

171,922

 

Weighted average common units outstanding for diluted EPU (1)

 

 

184,968

 

 

 

172,176

 

 

 

185,433

 

 

 

172,192

 

Net income per common unit – basic

 

$

0.54

 

 

 

0.51

 

 

$

1.12

 

 

 

1.08

 

Net income per common unit – diluted

 

$

0.54

 

 

 

0.51

 

 

$

1.12

 

 

 

1.07

 

(1)
Includes the dilutive impact of unvested restricted stock.

The effect of the assumed conversion of certain other convertible units had an anti-dilutive effect upon the calculation of net income to the common unit holders per share. Accordingly, the impact of such assumed conversions has not been included in the determination of diluted net income per unit calculations.

 

12.

Commitments and Contingencies

 

Litigation

The Company is a party to litigation and other disputes that arise in the ordinary course of business. While the outcome of any particular lawsuit or dispute cannot be predicted with certainty, in the opinion of management, the Company's currently pending litigation and disputes are not expected to have a material adverse effect on the Company's consolidated financial position, results of operations, or liquidity of the Company taken as a whole as of June 30, 2024.

Environmental

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

The Company had accrued liabilities of $17.2 million and $16.5 million for environmental remediation, which are included in Accounts payable, and other liabilities on the Company’s Consolidated Balance Sheets as of June 30, 2024 and December 31, 2023, respectively.

Letters of Credit

The Company has the right to issue letters of credit under the Line up to an aggregate amount not to exceed $50.0 million, which reduces the credit availability under the Line. These letters of credit are primarily issued as collateral on behalf of its captive insurance subsidiary and to facilitate the construction of development projects. The Company had $10.9 million and $8.5 million in letters of credit outstanding as of June 30, 2024 and December 31, 2023, respectively.

26


 

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

Forward-Looking Statements

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

Our operations are subject to a number of risks and uncertainties including, but not limited to, risk factors described in our Securities and Exchange Commission ("SEC") filings, our Annual Report on Form 10-K for the year ended December 31, 2023 ("2023 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 2023 Form 10-K, subsequent Quarterly Reports on Form 10-Q, and our other filings with and submissions to the SEC. If any of the events described in the risk factors actually occur, our business, financial condition or operating results, as well as the market price of our securities, could be materially adversely affected. Forward-looking statements are only as of the date they are made, and Regency undertakes no duty to update its forward-looking statements, whether as a result of new information, future events or developments or otherwise, except as and to the extent required by law.

Non-GAAP Measures

In addition to the required Generally Accepted Accounting Principles ("GAAP") presentations, we use and report certain non-GAAP 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.

Defined Terms

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:

Adjusted Funds From Operations ("AFFO") is an additional performance measure we use that reflects cash available to fund the Company’s business needs and distribution to shareholders. AFFO is calculated by adjusting Core Operating Earnings ("COE") for (i) capital expenditures necessary to maintain and lease our portfolio of properties, (ii) debt cost and derivative adjustments and (iii) stock-based compensation.
Core Operating Earnings is an additional performance measure we use because the computation of National Association of Real Estate Investment Trusts Funds from Operations ("Nareit FFO") includes certain non-comparable items that affect our period-over-period performance. Core Operating Earnings excludes from Nareit FFO: (i) transaction related income or expenses, (ii) gains or losses from the early extinguishment of debt, (iii) certain non-cash components of earnings derived from straight-line rents, above and below market rent amortization, and debt and derivative mark-to-market amortization, and (iv) other amounts as they occur. We provide reconciliations of both Net Income Attributable to Common Shareholders to Nareit FFO and Nareit FFO to Core Operating Earnings.

27


 

Development Completion is a Property in Development that is deemed complete upon the earlier of: (i) 90% of total estimated net development costs have been incurred and percent leased equals or exceeds 95%, or (ii) the property features at least two years of anchor operations. Once deemed complete, the property is termed a Retail Operating Property.
Nareit Funds from Operations ("Nareit FFO") is a commonly used measure of REIT performance, which Nareit defines as net income, computed in accordance with GAAP, excluding gains on sales and impairments of real estate, net of tax, plus depreciation and amortization, and after adjustments for unconsolidated partnerships and joint ventures. We compute Nareit FFO for all periods presented in accordance with Nareit's definition.

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

Net Operating Income ("NOI") is the sum of base rent, percentage rent, recoveries from tenants, other lease income, and other property income, less operating and maintenance expenses, real estate taxes, ground rent, and uncollectible lease income. NOI excludes straight-line rental income and expense, above and below market rent and ground rent amortization, tenant lease inducement amortization, and other fees. We also provide disclosure of NOI excluding termination fees, which excludes both termination fee income and expenses.
A Non-Same Property is any property, during either calendar year period being compared, that was acquired, sold, a Property in Development, a Development Completion, or a property under, or being positioned for, significant redevelopment that distorts comparability between periods. Non-retail properties and corporate activities, including the captive insurance program, are part of Non-Same Property.
Pro-rata information includes 100% of our consolidated properties plus our economic share (based on our ownership interest) in our unconsolidated real estate investment partnerships.

We provide Pro-rata financial information because we believe it assists investors and analysts in estimating our economic interest in our consolidated and unconsolidated partnerships, when read in conjunction with our reported results under GAAP. We believe presenting our Pro-rata share of assets, liabilities, operating results, and other metrics, along with certain other non-GAAP measures, makes comparisons of 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 real estate 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:

o
The amounts shown on the individual line items were derived by applying our overall economic ownership interest percentage determined when applying the equity method of accounting and do not necessarily represent our legal claim to the assets and liabilities, or the revenues and expenses; and
o
Other companies in our industry may calculate their Pro-rata interest differently, limiting the comparability of Pro-rata information.

Because of these limitations, the Pro-rata financial information should not be considered independently or as a substitute for our financial statements as reported under GAAP. We compensate for these limitations by relying primarily on our GAAP financial statements, using the Pro-rata information as a supplement.

Property In Development includes properties in various stages of ground-up development.
Property In Redevelopment includes Retail Operating Properties under redevelopment or being positioned for redevelopment. Unless otherwise indicated, a Property in Redevelopment is included in the Same Property pool.
Redevelopment Completion is a Property in Redevelopment that is deemed complete upon the earlier of: (i) 90% of total estimated project costs have been incurred and percent leased equals or exceeds 95% for the Company owned GLA related to the project, or (ii) the property features at least two years of anchor operations, if applicable.

28


 

Retail Operating Property is any retail property not termed a Property in Development. A retail property is any property where the majority of the income is generated from retail uses.
Same Property is a Retail Operating Property that was owned and operated for the entirety of both calendar year periods being compared. This term excludes Properties in Development, prior year Development Completions, and Non-Same Properties. Properties in Redevelopment are included unless otherwise indicated.

Overview of Our Strategy

Regency Centers Corporation began 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 real estate partnerships. As of June 30, 2024, the Parent Company owned approximately 99.4% of the outstanding Common Units and 100% of the Preferred Units of the Operating Partnership.

We are a preeminent national owner, operator, and developer of neighborhood and community shopping centers predominantly located in suburban trade areas with compelling demographics. As of June 30, 2024, we had full or partial ownership interests in 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 56.9 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 with their neighborhoods, communities, and customers.

Our values:

We are our people: Our people are our greatest asset, and we believe that a talented team from diverse backgrounds and experiences makes us better.
We do what is right: We act with unwavering standards of honesty and integrity.
We connect with our communities: We promote philanthropic ideas and strive for the betterment of our neighborhoods by giving our time and financial support.
We are responsible: Our duty is to balance purpose and profit, being good stewards of capital and the environment for the benefit of all our stakeholders.
We strive for excellence: When we are passionate about what we do, it is reflected in our performance.
We are better together: When we listen to each other and our customers, we will succeed together.

Our goals are to:

Own and manage a portfolio of high-quality neighborhood and community shopping centers anchored primarily by market leading grocers and principally located in suburban trade areas in the most desirable metro areas in the United States. We believe that this strategy will result in highly desirable and attractive centers with best-in-class retailers. These centers should command higher rental and occupancy rates resulting in excellent prospects to grow NOI;
Create shareholder value by increasing earnings and dividends per share that generate total returns at or near the top of our shopping center peers;
Maintain an industry leading, disciplined development and redevelopment platform to create exceptional retail centers that deliver favorable returns;
Support our business activities with a conservative capital structure, including a strong balance sheet with sufficient liquidity to meet our capital needs together with a carefully constructed debt maturity profile;
Implement leading environmental, social, and governance ("ESG") practices through our Corporate Responsibility program to support and enhance our business goals and objectives; and
Engage and retain an exceptional and diverse team that is guided by our strong values, while fostering an environment of innovation and continuous improvement.

Risks and Uncertainties

Refer to Item 1, Note 1 to Unaudited Consolidated Financial Statements.

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, 2023, and the Risk Factors described in Part II, Item 1A of this Form 10-Q.

 

29


 

Executing on our Strategy

During the six months ended June 30, 2024, we had Net income attributable to common shareholders of $205.6 million as compared to $184.1 million during the six months ended June 30, 2023.

During the six months ended June 30, 2024:

Our Pro-rata same property NOI, excluding termination fees, grew 2.1%, as compared to the six months ended June 30, 2023, primarily attributable to improvements in base rent from increases in year over year occupancy rates, contractual rent steps in existing leases, and positive rent spreads on comparable new and renewal leases.
We executed 984 new and renewal leasing transactions representing 4.1 million Pro-rata SF with positive rent spreads of 8.9% during the six months ended June 30, 2024, compared to 842 leasing transactions representing 3.0 million Pro-rata SF with positive rent spreads of 9.2% during the six months ended June 30, 2023. Rent spreads are calculated on all executed leasing transactions for comparable Retail Operating Property spaces, including spaces vacant greater than 12 months.
At June 30, 2024, December 31, 2023, and June 30, 2023 our total property portfolio was 95.0%, 95.1%, and 94.6% leased, respectively. At June 30, 2024, December 31, 2023, and June 30, 2023 our same property portfolio was 95.8%, 95.7%, and 95.2% leased, respectively.

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

Estimated Pro-rata project costs of our current in process development and redevelopment projects totaled $577.6 million at June 30, 2024, compared to $468.1 million at December 31, 2023.
Development and redevelopment projects completed during 2024 represented $14.8 million of estimated net project costs, with an average stabilized yield of 10.6%.

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

Regency received a credit rating upgrade to A3 with a stable outlook from Moody's Investors Service.
On January 8, 2024, Regency priced a public offering of $400 million of senior unsecured notes due in 2034, with a coupon of 5.250% . The Company used a portion of the net proceeds to reduce the outstanding balance on its line of credit and invested the remaining net proceeds in certificates of deposit and short-term U.S. Treasury mutual funds until required for general corporate purposes including the repayment of outstanding debt, as further described below.
On June 17, 2024, Regency repaid $250 million of maturing senior unsecured notes.
We have $230.7 million of secured loans which are to mature during the next 12 months, including maturities within our unconsolidated real estate partnerships, which we intend to refinance or pay-off as they mature.
At June 30, 2024, we had $1.18 billion available on the Line, which expires March 23, 2028 unless we exercise the available options to extend the maturity for two additional six-month periods, in which case the term will be extended in accordance with any such option exercise.

 

Property Portfolio

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

(GLA in thousands)

June 30, 2024

 

 

December 31, 2023

 

Number of Properties

380

 

 

381

 

GLA

 

43,815

 

 

 

43,758

 

% Leased – Operating and Development

 

94.9

%

 

 

94.9

%

% Leased – Operating

 

95.3

%

 

 

95.4

%

Weighted average annual effective rent per square foot ("PSF"), net of tenant concessions.

$25.15

 

 

$24.67

 

 

30


 

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

(GLA in thousands)

June 30, 2024

 

 

December 31, 2023

 

Number of Properties

101

 

 

101

 

GLA

 

13,065

 

 

 

13,067

 

% Leased – Operating and Development

 

96.4

%

 

 

96.6

%

% Leased –Operating

 

96.4

%

 

 

96.6

%

Weighted average annual effective rent PSF, net of tenant concessions

$24.20

 

 

$24.04

 

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

 

June 30, 2024

 

 

December 31, 2023

 

Percent Leased – All Properties

 

95.0

%

 

 

95.1

%

Anchor Space (spaces  10,000 SF)

 

96.9

%

 

 

96.7

%

Shop Space (spaces < 10,000 SF)

 

92.1

%

 

 

92.4

%

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

 

 

Six months ended June 30, 2024

 

 

 

Leasing
Transactions

 

 

SF (in
thousands)

 

 

Base Rent
PSF

 

 

Tenant
Allowance
and Landlord
Work PSF

 

 

Leasing
Commissions
PSF

 

Anchor Space Leases

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

New

 

 

16

 

 

 

307

 

 

$

21.76

 

 

$

69.01

 

 

$

8.09

 

Renewal

 

 

62

 

 

 

1,911

 

 

 

19.56

 

 

 

0.13

 

 

 

0.09

 

Total Anchor Space Leases

 

 

78

 

 

 

2,218

 

 

$

19.86

 

 

$

9.65

 

 

$

1.20

 

Shop Space Leases

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

New

 

 

282

 

 

 

592

 

 

$

39.42

 

 

$

39.95

 

 

$

13.69

 

Renewal

 

 

624

 

 

 

1,258

 

 

 

36.89

 

 

 

2.65

 

 

 

0.57

 

Total Shop Space Leases

 

 

906

 

 

 

1,850

 

 

$

37.70

 

 

$

14.59

 

 

$

4.77

 

Total Leases

 

 

984

 

 

 

4,068

 

 

$

27.98

 

 

$

11.90

 

 

$

2.82

 

 

 

 

Six months ended June 30, 2023

 

 

 

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

 

Renewal

 

 

47

 

 

 

1,300

 

 

 

16.50

 

 

 

0.48

 

 

 

0.08

 

Total Anchor Space Leases

 

 

60

 

 

 

1,551

 

 

$

16.97

 

 

$

8.14

 

 

$

0.94

 

Shop Space Leases

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

New

 

 

272

 

 

 

577

 

 

$

39.42

 

 

$

41.38

 

 

$

13.18

 

Renewal

 

 

510

 

 

 

873

 

 

 

36.92

 

 

 

1.62

 

 

 

0.60

 

Total Shop Space Leases

 

 

782

 

 

 

1,450

 

 

$

37.92

 

 

$

17.44

 

 

$

5.60

 

Total Leases

 

 

842

 

 

 

3,001

 

 

$

27.09

 

 

$

12.63

 

 

$

3.19

 

The weighted-average base rent PSF on signed Shop Space leases during 2024 was $37.70 PSF, which is higher than the weighted average annual base rent PSF of all Shop Space leases due to expire during the next 12 months of $35.05 PSF. New and renewal rent spreads, compared to prior rents on these same spaces leased, were positive at 8.9% for the six months ended June 30, 2024, compared to 9.2% for the six months ended June 30, 2023.

 

31


 

Significant Tenants

We seek to reduce our operating and leasing risks by avoiding dependence on any single 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:

 

 

 

June 30, 2024

Tenant

 

Number of
Stores

 

 

Percentage of
Company-
owned GLA
(1)

 

Percentage of
Annual Base Rent
(1)

Publix

 

 

67

 

 

6.0%

 

3.0%

TJX Companies, Inc.

 

 

74

 

 

3.6%

 

2.8%

Albertsons Companies, Inc.(2)

 

 

52

 

 

4.3%

 

2.7%

Amazon/Whole Foods

 

 

39

 

 

2.7%

 

2.7%

Kroger Co.(2)

 

 

52

 

 

6.0%

 

2.6%

(1)
Includes Regency's Pro-rata share of unconsolidated properties and excludes those owned by anchors.
(2)
In October 2022, Kroger Co. and Albertsons Companies, Inc. announced a proposed merger, and in September 2023 an agreement for a separate transaction was announced to divest certain assets of each company to a third party, C&S Wholesale Grocers ("C&S"). The transaction with C&S, as later amended in April 2024, calls for the sale of 579 stores to C&S. Lawsuits have been filed by federal and state regulators to enjoin the merger on antitrust grounds. Regency has a combined 104 Kroger and Albertson's stores, and 11 of them are among the 579 locations proposed to be sold to C&S. These 11 locations comprise 0.9% of GLA and 0.5% of Annual Base Rent, including our Pro-rata share of our real estate partnerships . The expected outcome of the lawsuits to enjoin the transactions is uncertain at this time. Based on information currently available to the Company, we do not believe that these transactions (if they are consummated), or the termination of these transactions (if they are legally enjoined or otherwise fail to close), will have a material adverse effect on our results of operations or the financial condition of the Company.

Bankruptcies and Credit Concerns

Our management team devotes significant time to researching and monitoring consumer preferences and trends, customer shopping behaviors, changes in delivery methods, shifts to e-commerce, and changing demographics in order to anticipate the challenges and opportunities impacting our industry. We seek to mitigate these potential impacts through maintaining a high quality portfolio, diversifying our tenant mix, replacing less successful tenants with stronger operators, anchoring our centers with market leading grocers that drive customer traffic, and investing 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 for 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, in a tenant bankruptcy situation 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 for bankruptcy and rejects its leases, we could experience a significant reduction in our revenues. At June 30, 2024, tenants currently in bankruptcy and which continue to occupy space in our shopping centers represent an aggregate of 0.5% of our Pro-rata annual base rent, which is primarily related to the Rite Aid bankruptcy, which was filed in October 2023.

 

 

32


 

 

Results from Operations

Comparison of the three months ended June 30, 2024 and 2023:

Revenues changed as summarized in the following table:

 

 

 

Three months ended June 30,

 

 

 

 

(in thousands)

 

2024

 

 

2023

 

 

Change

 

Lease income

 

 

 

 

 

 

 

 

 

Base rent

 

$

245,476

 

 

 

213,977

 

 

 

31,499

 

Recoveries from tenants

 

 

84,805

 

 

 

74,748

 

 

 

10,057

 

Percentage rent

 

 

1,996

 

 

 

1,380

 

 

 

616

 

Uncollectible lease income

 

 

(1,858

)

 

 

(343

)

 

 

(1,515

)

Other lease income

 

 

5,865

 

 

 

3,066

 

 

 

2,799

 

Straight-line rent

 

 

4,120

 

 

 

2,879

 

 

 

1,241

 

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

 

 

7,441

 

 

 

8,751

 

 

 

(1,310

)

Total lease income

 

$

347,845

 

 

 

304,458

 

 

 

43,387

 

Other property income

 

 

2,670

 

 

 

2,683

 

 

 

(13

)

Management, transaction, and other fees

 

 

6,735

 

 

 

7,106

 

 

 

(371

)

Total revenues

 

$

357,250

 

 

 

314,247

 

 

 

43,003

 

Total lease income increased $43.4 million primarily driven by the following contractually billable components of rent to the tenants per the lease agreements:

$31.5 million increase from billable Base rent, mainly from the following:
o
$24.8 million increase from the acquisition of UBP;
o
$5.5 million net increase from same properties, including:
$3.7 million net increase due to increases from occupancy, rent steps in existing leases, and positive rental spreads on new and renewal leases; and
$1.8 million increase due to redevelopment projects becoming operational;
o
$1.8 million increase from acquisitions of other operating properties; and
o
$1.0 million decrease from disposition of properties.
$10.1 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, mainly from the following:
o
$8.2 million increase from the acquisition of UBP; and
o
$1.6 million net increase from same properties primarily due to higher expense recovery rates in the current year.
$1.5 million change in Uncollectible lease income primarily driven by elevated collections in 2023 of previously reserved amounts, reducing our expense in the comparative period.
$2.8 million increase in Other lease income primarily due to:
o
$1.8 million increase driven by the acquisition of UBP; and
o
$1.0 million increase in lease termination fee income.
$1.2 million increase in Straight-line rent mainly due to $1.3 million increase driven by the acquisition of UBP.

There were no significant changes in Other property income and Management, transaction, and other fees.

 

33


 

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

 

 

 

Three months ended June 30,

 

 

 

 

(in thousands)

 

2024

 

 

2023

 

 

Change

 

Depreciation and amortization

 

$

100,968

 

 

 

83,161

 

 

 

17,807

 

Property operating expense

 

 

59,491

 

 

 

54,394

 

 

 

5,097

 

Real estate taxes

 

 

45,478

 

 

 

38,509

 

 

 

6,969

 

General and administrative

 

 

24,238

 

 

 

25,065

 

 

 

(827

)

Other operating expenses

 

 

3,066

 

 

 

1,682

 

 

 

1,384

 

Total operating expenses

 

$

233,241

 

 

 

202,811

 

 

 

30,430

 

Depreciation and amortization costs increased $17.8 million, mainly due to the following:

$14.6 million increase from the acquisition of UBP;
$1.3 million increase from acquisitions of operating properties; and
$1.5 million increase from redevelopment projects becoming operational.

Property operating expense increased $5.1 million, mainly due to the acquisition of UBP.

Real estate taxes increased $7.0 million, mainly due to the acquisition of UBP.

There were no significant changes in General and administrative expenses.

Other operating expenses increased $1.4 million, mainly due to the acquisition of UBP.

The following table presents the components of other expense, net:

 

 

 

Three months ended June 30,

 

 

 

 

(in thousands)

 

2024

 

 

2023

 

 

Change

 

Interest expense, net

 

 

 

 

 

 

 

 

 

Interest on notes payable

 

$

46,864

 

 

 

37,177

 

 

 

9,687

 

Interest on unsecured credit facilities

 

 

1,704

 

 

 

1,342

 

 

 

362

 

Capitalized interest

 

 

(1,520

)

 

 

(1,284

)

 

 

(236

)

Hedge expense

 

 

148

 

 

 

109

 

 

 

39

 

Interest income

 

 

(4,018

)

 

 

(388

)

 

 

(3,630

)

Interest expense, net

 

$

43,178

 

 

 

36,956

 

 

 

6,222

 

Gain on sale of real estate, net of tax

 

 

(11,081

)

 

 

(81

)

 

 

(11,000

)

Net investment income

 

 

(703

)

 

 

(1,742

)

 

 

1,039

 

Total other expense

 

$

31,394

 

 

 

35,133

 

 

 

(3,739

)

Interest expense, net increased $6.2 million primarily due to the following:

$5.3 million increase related to increased outstanding balance of Notes Payable mainly due to the issued public debt in January 2024;
$4.3 million increase primarily related to loans assumed with the UBP acquisition; partially offset by
$3.6 million increase in interest income due to the short term investments of excess cash into commercial deposits and U.S. treasury mutual funds.

During the three months ended June 30, 2024, we recognized gains on sale of $11.1 million mainly from the sale of two operating properties and recognition of one sales type lease.

Net investment income decreased $1.0 million primarily driven by lower gains on investments held in the non-qualified deferred compensation plan and our captive insurance company.

There were no significant changes in Equity in income of investments in real estate partnerships.

 

34


 

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

 

 

 

Three months ended June 30,

 

 

 

 

(in thousands)

 

2024

 

 

2023

 

 

Change

 

Net income

 

$

104,929

 

 

 

88,172

 

 

 

16,757

 

Income attributable to noncontrolling interests

 

 

(2,261

)

 

 

(1,390

)

 

 

(871

)

Net income attributable to the Company

 

 

102,668

 

 

 

86,782

 

 

 

15,886

 

Preferred stock dividends

 

 

(3,413

)

 

 

 

 

 

(3,413

)

Net income attributable to common shareholders

 

$

99,255

 

 

$

86,782

 

 

$

12,473

 

Net income attributable to exchangeable operating partnership units

 

 

(601

)

 

 

(550

)

 

 

(51

)

Net income attributable to common unit holders

 

$

99,856

 

 

 

87,332

 

 

 

12,524

 

Income attributable to noncontrolling interests increased $0.9 million, mainly due to the acquisition of UBP.

 

The $3.4 million increase in Preferred stock dividends is related to the preferred stock issued in connection with UBP acquisition.

 

Results from Operations

Comparison of the six months ended June 30, 2024 and 2023:

Revenues changed as summarized in the following table:

 

 

 

Six months ended June 30,

 

 

 

 

(in thousands)

 

2024

 

 

2023

 

 

Change

 

Lease income

 

 

 

 

 

 

 

 

 

Base rent

 

$

489,611

 

 

 

426,907

 

 

 

62,704

 

Recoveries from tenants

 

 

169,828

 

 

 

145,974

 

 

 

23,854

 

Percentage rent

 

 

9,803

 

 

 

8,410

 

 

 

1,393

 

Uncollectible lease income

 

 

(3,091

)

 

 

1,594

 

 

 

(4,685

)

Other lease income

 

 

11,822

 

 

 

10,282

 

 

 

1,540

 

Straight-line rent

 

 

9,714

 

 

 

5,476

 

 

 

4,238

 

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

 

 

13,264

 

 

 

14,616

 

 

 

(1,352

)

Total lease income

 

$

700,951

 

 

 

613,259

 

 

 

87,692

 

Other property income

 

 

7,020

 

 

 

5,821

 

 

 

1,199

 

Management, transaction, and other fees

 

 

13,131

 

 

 

13,144

 

 

 

(13

)

Total revenues

 

$

721,102

 

 

 

632,224

 

 

 

88,878

 

Total lease income increased $87.7 million primarily driven by the following contractually billable components of rent to the tenants per the lease agreements:

$62.7 million increase from billable Base rent, mainly from the following:
o
$49.6 million increase from the acquisition of UBP;
o
$11.0 million net increase from same properties, including:
$7.6 million net increase due to increases from occupancy, rent steps in existing leases, and positive rental spreads on new and renewal leases; and
$3.4 million increase due to redevelopment projects that commenced operations; and
o
$2.9 million increase from acquisitions of other operating properties; partially offset by $1.4 million from disposition of operating properties.
$23.9 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, mainly from the following:
o
$18.0 million increase from the acquisition of UBP; mainly
o
$5.3 million increase primarily due to higher operating costs in the current year coupled with higher expense recovery rates.
$4.7 million change in Uncollectible lease income primarily driven by elevated collections in 2023 of previously reserved amounts, reducing our expense in the comparative period.
$1.5 million increase in Other lease income primarily due to:

35


 

o
$3.7 million increase driven by acquisition of UBP; partially offset by $2.1 million decrease in lease termination fee income.
$4.2 million increase in Straight-line rent mainly due to:
o
$2.5 million increase driven by acquisition of UBP;
o
$2.4 million increase related to development properties that commenced operations; partially offset by $0.7 million decrease in same properties.
$1.4 million decrease in Above and below market rent primarily due to:
o
$3.3 million decrease from same properties driven by an early tenant move-out in 2023; partially offset by $2.0 million increase from the acquisition of UBP and other operating properties.

Other property income increased $1.2 million primarily due to an increase in settlements in 2024.

There were no significant changes in Management, transaction, and other fees.

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

 

 

 

Six months ended June 30,

 

 

 

 

(in thousands)

 

2024

 

 

2023

 

 

Change

 

Depreciation and amortization

 

$

198,553

 

 

 

165,868

 

 

 

32,685

 

Property operating expense

 

 

122,765

 

 

 

105,416

 

 

 

17,349

 

Real estate taxes

 

 

89,785

 

 

 

76,986

 

 

 

12,799

 

General and administrative

 

 

50,370

 

 

 

50,345

 

 

 

25

 

Other operating expenses

 

 

5,709

 

 

 

1,185

 

 

 

4,524

 

Total operating expenses

 

$

467,182

 

 

 

399,800

 

 

 

67,382

 

Depreciation and amortization costs increased $32.7 million, mainly due to the following:

$30.5 million increase from the acquisition of UBP; and
$2.1 million increase from acquisitions of operating properties.

Property operating expense increased $17.3 million, mainly due to the following:

$13.0 million increase from the acquisition of UBP;
$3.5 million increase from same properties primarily attributable to increase in recoverable common area maintenance and tenant related costs.

Real estate taxes increased $12.8 million, mainly due to the acquisition of UBP.

There were no significant changes in General and administrative expenses.

Other operating expenses increased $4.5 million, mainly due to the following:

$3.4 million increase from the acquisition of UBP; and
$1.1 million increase driven by fee income received in 2023 for the cancelation of a land contract related to a development pursuit.

 

36


 

The following table presents the components of other expense, net:

 

 

 

Six months ended June 30,

 

 

 

 

(in thousands)

 

2024

 

 

2023

 

 

Change

 

Interest expense, net

 

 

 

 

 

 

 

 

 

Interest on notes payable

 

$

92,465

 

 

 

74,087

 

 

 

18,378

 

Interest on unsecured credit facilities

 

 

3,143

 

 

 

2,329

 

 

 

814

 

Capitalized interest

 

 

(3,176

)

 

 

(2,534

)

 

 

(642

)

Hedge expense

 

 

258

 

 

 

219

 

 

 

39

 

Interest income

 

 

(6,644

)

 

 

(752

)

 

 

(5,892

)

Interest expense, net

 

$

86,046

 

 

 

73,349

 

 

 

12,697

 

Gain on sale of real estate, net of tax

 

 

(22,484

)

 

 

(331

)

 

 

(22,153

)

Loss on early extinguishment of debt

 

 

180

 

 

 

 

 

 

180

 

Net investment income

 

 

(3,134

)

 

 

(3,469

)

 

 

335

 

Total other expense, net

 

$

60,608

 

 

 

69,549

 

 

 

(8,941

)

Interest expense, net increased $12.7 million primarily due to the following:

$9.9 million increase related to increased outstanding balance of Notes Payable mainly due to the issued public debt in January 2024;
$8.4 million increase primarily related to loans assumed with the UBP acquisition; partially offset by
$5.9 million increase in interest income due to the short term investments of excess cash.

During the six months ended June 30, 2024, we recognized gains on sale of $22.5 million mainly from the sale of three operating properties and recognition of two sales type leases.

There were no significant changes in Equity in income of investments in real estate partnerships.

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

 

 

 

Six months ended June 30,

 

 

 

 

(in thousands)

 

2024

 

 

2023

 

 

Change

 

Net income

 

$

217,587

 

 

 

186,660

 

 

 

30,927

 

Income attributable to noncontrolling interests

 

 

(5,145

)

 

 

(2,597

)

 

 

(2,548

)

Net income attributable to the Company

 

 

212,442

 

 

 

184,063

 

 

 

28,379

 

Preferred stock dividends

 

 

(6,826

)

 

 

 

 

 

(6,826

)

Net income attributable to common shareholders

 

$

205,616

 

 

$

184,063

 

 

$

21,553

 

Net income attributable to exchangeable operating partnership units

 

 

(1,243

)

 

 

(970

)

 

 

(273

)

Net income attributable to common unit holders

 

$

206,859

 

 

 

185,033

 

 

 

21,826

 

 

Income attributable to noncontrolling interests increased $2.5 million, mainly due to the acquisition of UBP.

 

The $6.8 million increase in Preferred stock dividends is related to the preferred stock issued in connection with UBP acquisition.

 

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 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 real estate 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.

 

37


 

Pro-rata Same Property NOI:

Pro-rata same property NOI, excluding termination fees/expenses, changed from the following major components:

 

 

 

Three months ended June 30,

 

 

 

 

 

Six months ended June 30,

 

 

 

 

(in thousands)

 

2024

 

 

2023

 

 

Change

 

 

2024

 

 

2023

 

 

Change

 

Base rent

 

$

242,916

 

 

 

236,506

 

 

 

6,410

 

 

$

484,674

 

 

 

471,981

 

 

 

12,693

 

Recoveries from tenants

 

 

84,453

 

 

 

82,706

 

 

 

1,747

 

 

 

167,423

 

 

 

161,583

 

 

 

5,840

 

Percentage rent

 

 

2,302

 

 

 

1,759

 

 

 

543

 

 

 

10,189

 

 

 

9,346

 

 

 

843

 

Termination fees

 

 

1,121

 

 

 

686

 

 

 

435

 

 

 

2,562

 

 

 

5,403

 

 

 

(2,841

)

Uncollectible lease income

 

 

(2,204

)

 

 

(389

)

 

 

(1,815

)

 

 

(3,270

)

 

 

1,494

 

 

 

(4,764

)

Other lease income

 

 

3,409

 

 

 

2,946

 

 

 

463

 

 

 

6,537

 

 

 

5,811

 

 

 

726

 

Other property income

 

 

2,000

 

 

 

2,117

 

 

 

(117

)

 

 

4,562

 

 

 

4,779

 

 

 

(217

)

Total real estate revenue

 

 

333,997

 

 

 

326,331

 

 

 

7,666

 

 

 

672,677

 

 

 

660,397

 

 

 

12,280

 

Operating and maintenance

 

 

55,464

 

 

 

55,626

 

 

 

(162

)

 

 

112,013

 

 

 

108,239

 

 

 

3,774

 

Termination expense

 

 

(65

)

 

 

 

 

 

(65

)

 

 

5

 

 

 

 

 

 

5

 

Real estate taxes

 

 

43,379

 

 

 

42,248

 

 

 

1,131

 

 

 

86,044

 

 

 

84,736

 

 

 

1,308

 

Ground rent

 

 

3,301

 

 

 

3,201

 

 

 

100

 

 

 

7,250

 

 

 

6,637

 

 

 

613

 

Total real estate operating expenses

 

 

102,079

 

 

 

101,075

 

 

 

1,004

 

 

 

205,312

 

 

 

199,612

 

 

 

5,700

 

Pro-rata same property NOI

 

$

231,918

 

 

 

225,256

 

 

 

6,662

 

 

$

467,365

 

 

 

460,785

 

 

 

6,580

 

Less: Termination fees

 

 

1,186

 

 

 

686

 

 

 

500

 

 

 

2,557

 

 

 

5,403

 

 

 

(2,846

)

Pro-rata same property NOI, excluding termination fees

 

$

230,732

 

 

 

224,570

 

 

 

6,162

 

 

$

464,808

 

 

 

455,382

 

 

 

9,426

 

Pro-rata same property NOI growth, excluding termination fees

 

 

 

 

 

 

 

 

2.7

%

 

 

 

 

 

 

 

 

2.1

%

Real estate revenue increased $7.7 million and $12.3 million, on a net basis, during the three and six months ended June 30, 2024 and 2023, respectively, as follows:

Base rent increased $6.4 million and $12.7 million during the three and six months ended June 30, 2024 and 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 $1.7 million and $5.8 million during the three and six months ended June 30, 2024 and 2023, respectively, due to increases in recoverable expenses and expense recovery rates.
Termination fees decreased $2.8 million during the six months ended June 30, 2024 driven by terminations that were recognized in 2023.
Uncollectible lease income changed by $1.8 million and $4.8 million during the three and six months ended June 30, 2024 and 2023, respectively, primarily driven by elevated collections in 2023 of previously reserved amounts, reducing our expense in the comparable period.

Total real estate operating expense increased $1.0 million and $5.7 million, on a net basis, during the three and six months ended June 30, 2024 and 2023, respectively, as follows:

Operating and maintenance decreased $3.8 million during six months ended June 30, 2024 and 2023, primarily due to increases in common area maintenance and other tenant-recoverable costs.
Real estate taxes increased $1.1 million and $1.3 million during the three and six months ended June 30, 2024 and 2023, respectively, due to an increase in real estate assessments across the portfolio.

 

38


 

Reconciliation of Same Property NOI to Most Directly Comparable 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,

 

(in thousands)

 

2024

 

 

2023

 

 

2024

 

 

2023

 

Net income attributable to common shareholders

 

$

99,255

 

 

 

86,782

 

 

$

205,616

 

 

 

184,063

 

Less:

 

 

 

 

 

 

 

 

 

 

 

 

Management, transaction, and other fees

 

 

6,735

 

 

 

7,106

 

 

 

13,131

 

 

 

13,144

 

Other (1)

 

 

12,726

 

 

 

12,799

 

 

 

25,313

 

 

 

22,301

 

Plus:

 

 

 

 

 

 

 

 

 

 

 

 

Depreciation and amortization

 

 

100,968

 

 

 

83,161

 

 

 

198,553

 

 

 

165,868

 

General and administrative

 

 

24,238

 

 

 

25,065

 

 

 

50,370

 

 

 

50,345

 

Other operating expense

 

 

3,066

 

 

 

1,682

 

 

 

5,709

 

 

 

1,185

 

Other expense, net

 

 

31,394

 

 

 

35,133

 

 

 

60,608

 

 

 

69,549

 

Equity in income of investments in real estate excluded from NOI (2)

 

 

13,258

 

 

 

11,813

 

 

 

26,947

 

 

 

23,598

 

Net income attributable to noncontrolling interests

 

 

2,261

 

 

 

1,390

 

 

 

5,145

 

 

 

2,597

 

Preferred stock dividends and issuance costs

 

 

3,413

 

 

 

 

 

 

6,826

 

 

 

 

Pro-rata NOI

 

$

258,392

 

 

 

225,121

 

 

$

521,330

 

 

 

461,760

 

Less non-same property NOI

 

 

26,474

 

 

 

(135

)

 

 

53,965

 

 

 

975

 

Pro-rata same property NOI

 

$

231,918

 

 

 

225,256

 

 

$

467,365

 

 

 

460,785

 

(1)
Includes straight-line rental income and expense, net of reserves, above and below market rent amortization, other fees, and noncontrolling interests.
(2)
Includes non-NOI income earned and expenses incurred at our unconsolidated real estate partnerships, including those separated out above for our consolidated properties.

Nareit FFO, Core Operating Earnings and AFFO:

Our reconciliation of net income attributable to common shareholders to Nareit FFO, to Core Operating Earnings, and to AFFO is as follows:

 

 

Three months ended June 30,

 

 

Six months ended June 30,

 

(in thousands, except share information)

 

2024

 

 

2023

 

 

2024

 

 

2023

 

Reconciliation of Net income attributable to common shareholders to Nareit FFO

 

 

 

 

 

 

 

 

 

 

 

 

Net income attributable to common shareholders

 

$

99,255

 

 

 

86,782

 

 

$

205,616

 

 

 

184,063

 

Adjustments to reconcile to Nareit FFO: (1)

 

 

 

 

 

 

 

 

 

 

 

 

Depreciation and amortization (excluding FF&E)

 

 

107,592

 

 

 

89,505

 

 

 

211,964

 

 

 

178,540

 

Gain on sale of real estate, net of tax

 

 

(11,080

)

 

 

(64

)

 

 

(22,488

)

 

 

(305

)

Exchangeable operating partnership units

 

 

601

 

 

 

550

 

 

 

1,243

 

 

 

970

 

Nareit FFO attributable to common stock and unit holders

 

$

196,368

 

 

 

176,773

 

 

$

396,335

 

 

 

363,268

 

Reconciliation of Nareit FFO to Core Operating Earnings

 

 

 

 

 

 

 

 

 

 

 

 

Nareit Funds From Operations

 

$

196,368

 

 

 

176,773

 

 

$

396,335

 

 

 

363,268

 

Adjustments to reconcile to Core Operating Earnings: (1)

 

 

 

 

 

 

 

 

 

 

 

 

Not Comparable Items

 

 

 

 

 

 

 

 

 

 

 

 

Merger transition costs

 

 

2,133

 

 

 

 

 

 

4,694

 

 

 

 

Loss on early extinguishment of debt

 

 

 

 

 

 

 

 

180

 

 

 

 

Certain Non Cash Items

 

 

 

 

 

 

 

 

 

 

 

 

Straight-line rent

 

 

(5,283

)

 

 

(1,784

)

 

 

(11,021

)

 

 

(4,173

)

Uncollectible straight-line rent

 

 

1,377

 

 

 

(1,755

)

 

 

2,033

 

 

 

(2,390

)

Above/below market rent amortization, net

 

 

(7,073

)

 

 

(8,554

)

 

 

(12,540

)

 

 

(14,219

)

Debt and derivative mark-to-market amortization

 

 

1,731

 

 

 

8

 

 

 

2,640

 

 

 

 

Core Operating Earnings

 

$

189,253

 

 

 

164,688

 

 

$

382,321

 

 

 

342,486

 

Reconciliation of Core Operating Earnings to AFFO:

 

 

 

 

 

 

 

 

 

 

 

 

Core Operating Earnings

 

$

189,253

 

 

 

164,688

 

 

$

382,321

 

 

 

342,486

 

Adjustments to reconcile to AFFO (1):

 

 

 

 

 

 

 

 

 

 

 

 

Operating capital expenditures

 

 

(33,886

)

 

 

(21,086

)

 

 

(54,738

)

 

 

(38,545

)

Debt cost and derivative adjustments

 

 

2,022

 

 

 

1,686

 

 

 

4,162

 

 

 

1,686

 

Stock-based compensation

 

 

4,662

 

 

 

4,105

 

 

 

9,302

 

 

 

4,105

 

AFFO

 

$

162,051

 

 

 

149,393

 

 

$

341,047

 

 

 

309,732

 

(1)
Includes Regency's Pro-rata share of unconsolidated investment partnerships, net of Pro-rata share attributable to noncontrolling interests.

39


 

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 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 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 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, due to the current interest rate environment.

On January 8, 2024, Regency priced a public offering of $400 million of senior unsecured notes due in 2034 (the “2024 Notes”) under our existing shelf registration filed with the SEC. The Notes were issued at 99.617% of par value with a coupon of 5.25%, and mature on January 15, 2034. We paid off $250 million of senior unsecured notes that matured in June 2024, and our next maturity of senior unsecured notes occurs in November 2025. We have $230.7 million of secured loan maturities during the next 12 months, including maturities within our unconsolidated real estate partnerships, which we intend to refinance or pay-off as they mature. 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, although, in the longer term, we can provide no assurances.

In addition to our $73.8 million of unrestricted cash, we have the following additional sources of capital available:

 

(in thousands)

June 30, 2024

 

ATM program

 

 

Original offering amount

$

500,000

 

Available capacity

$

500,000

 

Line of credit

 

 

Total commitment amount

$

1,500,000

 

Available capacity (1)

$

1,179,885

 

Maturity (2)

March 23, 2028

 

(1)
Net of letters of credit issued against our Line.
(2)
The Company has the option to extend the maturity for two additional six-month periods.

The declaration of dividends is determined quarterly by, and in the discretion of, our Board of Directors. On July 31, 2024, our Board of Directors:

Declared a common stock dividend of $0.67 per share, payable on October 3, 2024, to shareholders of record as of September 12, 2024;
Declared a dividend on the Series A Preferred Stock, which will be paid at a rate of $0.390625 per share on October 31, 2024. The dividend will be payable to holders of record of the Series A Preferred Stock as of the close of business on October 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 October 31, 2024. The dividend will be payable to holders of record of the Series B Preferred Stock as of the close of business on October 16, 2024.

 

40


 

While future dividends will be determined at the discretion of our Board of Directors, we plan to continue paying an aggregate amount of distributions to our stock and unit holders that, at a minimum, meet the requirements to continue qualifying as a REIT for federal income tax purposes. We have historically generated sufficient cash flow from operations to fund our dividend distributions. During the six months ended June 30, 2024 and 2023, we generated cash flow from operations of $371.2 million and $334.7 million, respectively, and paid $255.4 million in dividends to our common and preferred stock and unit holders, and $223.2 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 planning, design and construction, along with a pipeline of potential projects for future development or redevelopment. After funding our common and preferred stock dividend payments in July of 2024, we estimate that we will require capital during the next 12 months of approximately $530.6 million related to leasing commissions, tenant improvements, in-process developments and redevelopments, capital contributions to our real estate partnerships, and repaying maturing debt. These capital requirements are being impacted by 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 30, 2024, 88.1% of our wholly-owned real estate assets were unencumbered. Our low level of encumbered assets allows us to more readily access the secured and unsecured debt markets and to maintain borrowing capacity on the Line.

Our Line and unsecured debt require that we remain in compliance with various customary financial covenants, which are described in the Notes to Consolidated Financial Statements included in our 2023 Form 10-K. We were in compliance with these covenants at June 30, 2024, 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,

 

 

 

 

(in thousands)

 

2024

 

 

2023

 

 

Change

 

Net cash provided by operating activities

 

$

371,214

 

 

 

334,677

 

 

 

36,537

 

Net cash used in investing activities

 

 

(114,143

)

 

 

(91,411

)

 

 

(22,732

)

Net cash used in financing activities

 

 

(268,502

)

 

 

(268,934

)

 

 

432

 

Net change in cash, cash equivalents, and restricted cash

 

$

(11,431

)

 

 

(25,668

)

 

 

14,237

 

Total cash, cash equivalents, and restricted cash

 

$

79,923

 

 

 

43,108

 

 

 

36,815

 

Net cash provided by operating activities:

Net cash provided by operating activities increased $36.5 million due to:

$35.9 million increase in cash from operations due to the acquisition of UBP, and timing of receipts and payments
$0.6 million increase in operating cash flow distributions from Investments in real estate partnerships.

 

41


 

Net cash used in investing activities:

Net cash used in investing activities changed by $22.7 million as follows:

 

 

 

Six months ended June 30,

 

 

 

 

(in thousands)

 

2024

 

 

2023

 

 

Change

 

Cash flows from investing activities:

 

 

 

 

 

 

 

 

 

Acquisition of operating real estate

 

$

(45,208

)

 

 

 

 

 

(45,208

)

Real estate development and capital improvements

 

 

(141,775

)

 

 

(100,114

)

 

 

(41,661

)

Proceeds from sale of real estate

 

 

92,159

 

 

 

3,745

 

 

 

88,414

 

Proceeds from property insurance casualty claims

 

 

4,638

 

 

 

 

 

 

4,638

 

Issuance of notes receivable

 

 

(32,651

)

 

 

(4,000

)

 

 

(28,651

)

Collection of notes receivable

 

 

3,004

 

 

 

 

 

 

3,004

 

Investments in real estate partnerships

 

 

(8,582

)

 

 

(3,109

)

 

 

(5,473

)

Return of capital from investments in real estate partnerships

 

 

10,038

 

 

 

3,644

 

 

 

6,394

 

Dividends on investment securities

 

 

263

 

 

 

420

 

 

 

(157

)

Acquisition of investment securities

 

 

(95,519

)

 

 

(2,748

)

 

 

(92,771

)

Proceeds from sale of investment securities

 

 

99,490

 

 

 

10,751

 

 

 

88,739

 

Net cash used in investing activities

 

$

(114,143

)

 

 

(91,411

)

 

 

(22,732

)

Significant changes in investing activities include:

We paid $45.2 million in 2024 to purchase one operating property.
We invested $41.7 million more on real estate development, redevelopment, and capital improvements, as further detailed in a table below.
We sold three operating properties in 2024 for proceeds of $92.2 million compared to one land parcel in 2023 for proceeds of $3.7 million.
We received additional property insurance claim proceeds of $4.6 million in 2024 attributable to a single property that was impacted by a weather event in 2019.
During 2024, in connection with a secured lending transaction entered into by the Company, we issued a note receivable in the amount of $29.8 million at an interest rate of 6.9% maturing in January 2027, secured by a grocery-anchored shopping center. In addition, we issued $2.9 million short-term notes receivable to real estate partners in 2024, as compared to the issuance of a $4.0 million in 2023.
We collected $3.0 million in short-term note receivables from real estate partners in 2024.
Investments in real estate partnerships:
o
In 2024, we invested $8.6 million to fund our share of development and redevelopment activities,
o
In 2023, we invested $3.1 million to fund our share of development and redevelopment activities.
Return of capital from our unconsolidated investments in real estate partnerships includes sales or financing proceeds.
o
During the six months ended June 30, 2024 we received $10.0 million from our share of proceeds from debt financing activities.
o
During the same period in 2023, we received $3.6 million from our share of proceeds from debt financing activities.
Acquisition of securities and proceeds from sale of securities pertain to investment activities held in our captive insurance company and our deferred compensation plan. Additionally, we invested approximately $90 million in commercial deposits from the proceeds received from the January 2024 public offering of senior unsecured notes. The commercial deposits were subsequently settled at maturity during the second quarter of 2024.

 

42


 

We plan to continue developing and redeveloping shopping centers for long-term investment. During the six months ended June 30, 2024, we deployed capital of $141.8 million for the development, redevelopment, and improvement of our real estate properties, comprised of the following:

 

 

 

Six months ended June 30,

 

 

 

 

(in thousands)

 

2024

 

 

2023

 

 

Change

 

Capital expenditures:

 

 

 

 

 

 

 

 

 

Land acquisitions

 

$

11,650

 

 

 

2,580

 

 

 

9,070

 

Building and tenant improvements

 

 

43,918

 

 

 

30,963

 

 

 

12,955

 

Redevelopment costs

 

 

48,364

 

 

 

42,745

 

 

 

5,619

 

Development costs

 

 

27,584

 

 

 

17,705

 

 

 

9,879

 

Capitalized interest

 

 

3,107

 

 

 

2,476

 

 

 

631

 

Capitalized direct compensation

 

 

7,152

 

 

 

3,645

 

 

 

3,507

 

Real estate development and capital improvements

 

$

141,775

 

 

 

100,114

 

 

 

41,661

 

We acquired one land parcel for development, and two outparcels in 2024, and one land parcel for development in 2023.
Building and tenant improvements increased $13.0 million in 2024, primarily related to the timing and volume of capital projects.
Redevelopment costs are higher than prior year. 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 higher in 2024 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)

 

 

 

 

 

 

 

June 30, 2024

 

Property Name

 

Market

 

Ownership (3)

 

Start
Date

 

Estimated
Stabilization
Year
(1)

 

Estimated / Actual Net
Development
Costs
(2) (3)

 

 

GLA (3)

 

 

Cost PSF
of GLA
(2) (3)

 

 

% of Costs Incurred

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Developments In-Process

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Glenwood Green

 

Metro NYC

 

70%

 

Q1-22

 

2025

 

 

46,172

 

 

 

247

 

 

 

187

 

 

 

92

%

Baybrook East - Phase 1B

 

Houston, TX

 

50%

 

Q2-22

 

2026

 

 

9,792

 

 

 

77

 

 

 

127

 

 

 

85

%

Sienna - Phase 1

 

Houston, TX

 

75%

 

Q2-23

 

2027

 

 

9,409

 

 

 

23

 

 

 

409

 

 

 

56

%

The Shops at SunVet

 

Long Island, NY

 

100%

 

Q2-23

 

2027

 

 

86,872

 

 

 

170

 

 

 

511

 

 

 

47

%

The Shops at Stone Bridge

 

Cheshire, CT

 

100%

 

Q1-24

 

2027

 

 

68,277

 

 

 

155

 

 

 

440

 

 

 

16

%

Total Developments In-Process

 

 

 

 

 

 

 

$

220,522

 

 

 

672

 

 

 

328

 

 

 

49

%

(1)
Estimated Stabilization Year represents the estimated first full calendar year that the project will reach our expected stabilized yield.
(2)
Includes leasing costs and is net of tenant reimbursements.
(3)
Estimated Net Development Costs and GLA are reported based on Regency’s ownership interest in the real estate partnership at completion.

 

43


 

The following table summarizes our redevelopment projects in process and completed:

 

(in thousands, except cost PSF)

 

 

 

 

 

 

 

June 30, 2024

 

Property Name

 

Market

 

Ownership (3)

 

Start Date

 

Estimated Stabilization Year (1)

 

Estimated Net
Project Costs
(2) (3)

 

 

GLA (3)

 

 

% of Costs Incurred

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Redevelopments In-Process

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

The Abbot

 

Boston, MA

 

100%

 

Q2-19

 

2026

 

$

59,854

 

 

 

64

 

 

 

94

%

Westbard Square Phase I

 

Bethesda, MD

 

100%

 

Q2-21

 

2025

 

 

39,500

 

 

 

126

 

 

 

79

%

Buckhead Landing

 

Atlanta, GA

 

100%

 

Q2-22

 

2025

 

 

30,859

 

 

 

152

 

 

 

73

%

Bloom on Third (fka Town and Country Center)

 

Los Angeles, CA

 

35%

 

Q4-22

 

2027

 

 

24,525

 

 

 

51

 

 

 

41

%

Mandarin Landing

 

Jacksonville, FL

 

100%

 

Q2-23

 

2025

 

 

16,422

 

 

 

140

 

 

 

45

%

Serramonte Center - Phase 3

 

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

 

 

 

40

%

Avenida Biscayne

 

Miami, FL

 

100%

 

Q4-23

 

2026

 

 

22,743

 

 

 

29

 

 

 

18

%

Cambridge Square

 

Atlanta, GA

 

100%

 

Q4-23

 

2026

 

 

15,002

 

 

 

70

 

 

 

10

%

Various Redevelopments

 

Various

 

83% - 100%

 

Various

 

Various

 

 

96,192

 

 

 

3,097

 

 

 

34

%

Total Redevelopments In-Process

 

 

 

 

 

 

 

$

357,072

 

 

 

4,919

 

 

 

49

%

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Redevelopments Completed

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Various Properties

 

Various

 

100%

 

Various

 

Various

 

 

14,773

 

 

 

588

 

 

 

98

%

Total Redevelopments Completed

 

 

 

 

 

 

 

$

14,773

 

 

 

588

 

 

 

98

%

(1)
Estimated Stabilization Year represents the estimated first full calendar year that the project will reach our expected stabilized yield.
(2)
Includes leasing costs and is net of tenant reimbursements.
(3)
Estimated Net Development Costs and GLA are reported based on Regency’s ownership interest in the real estate partnership at completion.

Net cash used in financing activities

Net cash flows from financing activities changed by $0.4 million during 2024, as follows:

 

 

 

Six months ended June 30,

 

 

 

 

(in thousands)

 

2024

 

 

2023

 

 

Change

 

Cash flows from financing activities:

 

 

 

 

 

 

 

 

 

Net proceeds from common stock issuances

 

$

 

 

 

(10

)

 

 

10

 

Repurchase of common shares in conjunction with equity award plans

 

 

(8,776

)

 

 

(7,621

)

 

 

(1,155

)

Common shares repurchased through share repurchase program

 

 

(200,066

)

 

 

(20,006

)

 

 

(180,060

)

Contributions from non-controlling interests

 

 

3,001

 

 

 

1,225

 

 

 

1,776

 

Distributions to and redemptions of non-controlling interests

 

 

(6,254

)

 

 

 

 

 

(6,254

)

Dividend payments and operating partnership distributions

 

 

(255,442

)

 

 

(223,239

)

 

 

(32,203

)

Proceeds from unsecured credit facilities, net

 

 

158,000

 

 

 

 

 

 

158,000

 

Proceeds from issuance of fixed rate unsecured notes, net of debt discount

 

 

398,468

 

 

 

15,500

 

 

 

382,968

 

Debt repayment

 

 

(344,190

)

 

 

(34,670

)

 

 

(309,520

)

Payment of loan costs

 

 

(13,453

)

 

 

(141

)

 

 

(13,312

)

Proceeds from sale of treasury stock

 

 

210

 

 

 

28

 

 

 

182

 

Net cash used in financing activities

 

$

(268,502

)

 

 

(268,934

)

 

 

432

 

Significant financing activities during the six months ended June 30, 2024 and 2023, include the following:

We repurchased a portion of the common stock granted to employees for stock based compensation to satisfy employee tax withholding requirements, which totaled $8.8 million and $7.6 million during 2024 and 2023, respectively.
During 2024, we paid $200.0 million to repurchase 3,306,709 shares of our common stock under our Repurchase Program, as compared to $20.0 million to repurchase 349,519 shares of our common stock during 2023.
During 2024, we received $3.0 million in contributions for the limited partners' share of development funding. During 2023, received $1.2 million net from limited partners, including $3.1 million of contributions from limited partners for their share of debt repayments and development funding, partially offset by $1.9 million in distributions to limited partners.
During 2024, we distributed $6.3 million to limited partners, including proceeds to partially redeem a non-controlling interest in one real estate partnership.
We paid $32.2 million more in dividends as a result of an increase in our dividend rate per share and the number of shares of our common stock outstanding, as well as preferred dividends which commenced in late 2023 as a result of the UBP acquisition.

44


 

We had the following debt related activity during 2024:
o
We drew $158.0 million in net proceeds from our Line,
o
We received $398.5 million in proceeds from issuing unsecured public debt,
o
We paid $344.2 million for debt repayments, including:
$250.0 million in unsecured public debt repayments,
$88.1 million for repaying three mortgage loans at maturity, and
$6.1 million in principal mortgage payments.
o
We paid $13.5 million in loan costs relating to the recast of the Line as well as the unsecured public debt offering.
We had the following debt related activity during 2023:
o
$15.5 million in proceeds from a mortgage refinancing,
o
We paid $34.7 million for debt repayments, including:
$5.1 million in principal mortgage payments, and
$29.6 million to repay four mortgage loans at maturity.

Investments in Real Estate Partnerships

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

 

 

Combined

 

 

Regency's Share (1)

 

(dollars in thousands)

 

June 30, 2024

 

 

December 31, 2023

 

 

June 30, 2024

 

 

December 31, 2023

 

Number of real estate partnerships

 

 

19

 

 

 

18

 

 

 

 

 

 

 

Regency's ownership

 

12% - 83%

 

 

12% - 67%

 

 

 

 

 

 

 

Number of properties

 

 

101

 

 

 

101

 

 

 

 

 

 

 

Assets

 

$

2,722,697

 

 

 

2,689,993

 

 

$

1,007,387

 

 

 

984,027

 

Liabilities

 

 

1,624,520

 

 

 

1,595,271

 

 

 

582,847

 

 

 

565,822

 

Equity

 

 

1,098,177

 

 

 

1,094,722

 

 

 

424,540

 

 

 

418,205

 

Basis difference

 

 

 

 

 

 

(46,449

)

 

 

(47,600

)

Investments in real estate partnerships

 

 

 

 

 

$

378,091

 

 

 

370,605

 

(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, 2024

 

 

December 31, 2023

 

GRI - Regency, LLC (GRIR)

 

40%

 

$

141,659

 

 

 

144,371

 

Columbia Regency Retail Partners, LLC (Columbia I)

 

20%

 

 

6,825

 

 

 

7,045

 

Columbia Regency Partners II, LLC (Columbia II)

 

20%

 

 

43,091

 

 

 

42,994

 

Columbia Village District, LLC

 

30%

 

 

6,192

 

 

 

6,123

 

Individual Investors

 

 

 

 

 

 

 

 

Ballard Blocks

 

50%

 

 

60,739

 

 

 

62,140

 

Bloom on Third

 

35%

 

 

44,040

 

 

 

42,074

 

Others

 

12% - 83%

 

 

75,545

 

 

 

65,858

 

Total Investment in real estate partnerships

 

 

 

$

378,091

 

 

 

370,605

 

 

 

45


 

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, 2024

 

Scheduled Principal Payments and Maturities by Year:

 

Scheduled
Principal
Payments

 

 

Mortgage
Loan
Maturities

 

 

Unsecured
Maturities

 

 

Total

 

 

Regency’s
Pro-Rata
Share

 

2024 (1)

 

$

1,872

 

 

 

7,008

 

 

 

 

 

 

8,880

 

 

 

4,047

 

2025

 

 

6,094

 

 

 

148,461

 

 

 

 

 

 

154,555

 

 

 

49,157

 

2026

 

 

7,393

 

 

 

255,081

 

 

 

42,800

 

 

 

305,274

 

 

 

101,344

 

2027

 

 

7,576

 

 

 

32,800

 

 

 

 

 

 

40,376

 

 

 

13,669

 

2028

 

 

4,267

 

 

 

246,605

 

 

 

 

 

 

250,872

 

 

 

92,027

 

Beyond 5 Years

 

 

6,688

 

 

 

771,324

 

 

 

 

 

 

778,012

 

 

 

293,128

 

Net unamortized loan costs, debt premium / (discount)

 

 

 

 

 

(9,736

)

 

 

 

 

 

(9,736

)

 

 

(3,564

)

Total

 

$

33,890

 

 

 

1,451,543

 

 

 

42,800

 

 

 

1,528,233

 

 

 

549,808

 

(1)
Reflects scheduled principal payments and maturities for the remainder of the year.

At June 30, 2024, our investments in real estate partnerships had notes payable of $1.5 billion maturing through 2034, of which 93.8% had a weighted average fixed interest rate of 3.8%. The remaining notes payable float with SOFR and had a weighted average variable interest rate of 7.4%, based on rates as of June 30, 2024. These fixed and variable rate notes payable are all non-recourse, and our Pro-rata share was $549.8 million as of June 30, 2024. 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 real estate investment partner is unable to fund its share of the capital requirements of the 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 real estate partnerships, we receive fees as shown below:

 

 

Three months ended June 30,

 

 

Six months ended June 30,

 

(in thousands)

 

2024

 

 

2023

 

 

2024

 

 

2023

 

Asset management, property management, leasing, and other transaction fees

 

$

6,735

 

 

 

7,106

 

 

$

13,130

 

 

 

13,144

 

 

Critical Accounting Estimates

There have been no material changes in our Critical Accounting Estimates from the information provided in the "Critical Accounting Estimates" section of "Item 7. Management's Discussion and Analysis of Financial Condition and Results of Operations" in our Form 10-K.

Item 3. Quantitative and Qualitative Disclosures about Market Risk

We are exposed to two significant components of interest rate risk:

Under the Line, we have a variable interest rate that, as of June 30, 2024, was based upon an annual rate of SOFR plus a 0.10% market adjustment ("Adjusted SOFR") plus an applicable margin of 0.715%. SOFR rates charged on our Line change monthly, and the applicable margin on the Line is dependent upon the Company's maintenance of specific credit ratings and leverage parameters.
We are also exposed to the impact of interest rate changes on future earnings and cash flows. To mitigate that risk, we generally borrow with fixed rate debt and we may use derivative instruments to fix the interest rate on our variable rate debt.

The table below presents the principal cash flows, weighted average interest rates of remaining debt, and the fair value of total debt as of June 30, 2024. For variable rate mortgages and unsecured credit facilities for which we have interest rate swaps in place to fix the interest rate, they are included in the Fixed rate debt section below at their all-in fixed rate. The table is presented by year of expected maturity to evaluate the expected cash flows and sensitivity to interest rate changes. Although the average interest rate for variable

46


 

rate debt is included in the table, those rates represent rates that existed as of June 30, 2024, and are subject to change. In addition, we continually assess the market risk for floating rate debt and believe that an increase of 100 basis points in interest rates would decrease future earnings and cash flows by approximately $3.1 million per year based on $313.8 million of floating rate mortgage debt and floating rate line of credit balances outstanding at June 30, 2024.

Further, the table below incorporates only those exposures that exist as of June 30, 2024, and does not consider exposures or positions that could arise after that date or obligations repaid before maturity. Since firm commitments are not presented, the table has limited predictive value. As a result, our ultimate realized gain or loss with respect to interest rate fluctuations will depend on the exposures that arise during the period, our hedging strategies at that time, and actual interest rates.

The table below presents the principal cash flow payments associated with our outstanding debt by year, weighted average interest rates on debt outstanding at each year-end, and fair value of total debt as of June 30, 2024.

 

(dollars in thousands)

 

2024

 

 

2025

 

 

2026

 

 

2027

 

 

2028

 

 

Thereafter

 

 

Total

 

 

Fair Value

 

Fixed rate debt (1)

 

$

58,159

 

 

 

308,465

 

 

 

357,770

 

 

 

754,572

 

 

 

341,882

 

 

 

2,264,045

 

 

 

4,084,893

 

 

 

3,796,239

 

Average interest rate for all fixed rate debt (2)

 

 

4.00

%

 

 

4.02

%

 

 

4.03

%

 

 

4.13

%

 

 

4.10

%

 

 

4.36

%

 

 

 

 

 

 

Variable rate SOFR debt (1)

 

$

 

 

 

3,750

 

 

 

 

 

 

 

 

 

310,000

 

 

 

 

 

 

313,750

 

 

 

313,749

 

Average interest rate for all variable rate debt (2)

 

 

6.16

%

 

 

6.16

%

 

 

6.16

%

 

 

6.16

%

 

 

6.16

%

 

 

 

 

 

 

 

 

 

 

(1)
Reflects amount of debt maturities during each of the years presented as of June 30, 2024.
(2)
Reflects weighted average interest rates of debt outstanding at the end of each year presented. For variable rate debt, the rate as of June 30, 2024, was used to determine the average interest rate for all future periods.

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 quarter ended June 30, 2024 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 the quarter ended June 30, 2024 which have materially affected, or are reasonably likely to materially affect, our internal controls over financial reporting.

 

47


 

 

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 2023 Form 10-K.

Item 1A. Risk Factors

There have been no material changes from the risk factors disclosed in Item 1A. of Part I of our Annual Report on Form 10-K for the year ended December 31, 2023 (“2023 Annual Report”).

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

There were no unregistered sales of equity securities during the three months ended June 30, 2024.

The following table represents information with respect to purchases by the Parent Company of its common stock, by month, during the three months ended June 30, 2024:

 

Period

 

Total number of shares purchased

 

 

Average price paid per share

 

 

Total number of shares purchased as part of publicly announced plans or programs (2)

 

 

Maximum number or approximate dollar value of shares that may yet be purchased under the plans or programs (in thousands) (2)

 

April 1 through April 30, 2024

 

 

664

 

(1)

$

58.80

 

 

 

 

 

$

230,000

 

May 1 through May 31, 2024

 

 

1,612,989

 

 

$

59.61

 

 

 

1,612,873

 

 

$

133,862

 

June 1 through June 30, 2024

 

 

1,693,836

 

 

$

61.32

 

 

 

1,693,836

 

 

$

30,000

 

(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 has authorized a common stock repurchase program under which we may purchase 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 stock repurchases will be dependent upon market conditions and other factors. Any stock repurchased, if not retired, will be treated as treasury stock. This program was to expire on February 7, 2025, unless modified, extended or earlier terminated by the Board in its discretion.

On July 31, 2024, the Board authorized and approved a new common stock repurchase program that replaces and supercedes, in all respects, the current program noted above. Under the new program we may repurchase up to $250 million shares of the Company's outstanding common stock. The Company intends for repurchases, if any, to be through open market purchases in accordance with applicable federal securities laws, including Rule 10b-18 of the Exchange Act. The new program expires on June 30, 2026, unless modified, extended or earlier terminated by the Board at its discretion.

Item 3. Defaults Upon Senior Securities

None.

Item 4. Mine Safety Disclosures

Not applicable.

Item 5. Other Information

Rule 10b5-1 Trading Plans

During the fiscal quarter ended June 30, 2024, none of our directors or officers (as defined in Rule 16a-1 under the Exchange Act) adopted or terminated a “Rule 10b5-1 trading arrangement” or “non-Rule 10b5-1 trading arrangement” (as those terms are defined in Item 408 of Regulation S-K).

 

48


 

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

 

31.

Rule 13a-14(a)/15d-14(a) Certifications

 

 

31.1

Rule 13a-14 Certification of Chief Executive Officer for Regency Centers Corporation.

 

 

31.2

Rule 13a-14 Certification of Chief Financial Officer for Regency Centers Corporation.

 

 

31.3

Rule 13a-14 Certification of Chief Executive Officer for Regency Centers, L.P.

 

 

31.4

Rule 13a-14 Certification of Chief Financial Officer for Regency Centers, L.P.

 

32.

Section 1350 Certifications

 

 

32.1 *

18 U.S.C. § 1350 Certification of Chief Executive Officer for Regency Centers Corporation.

 

 

32.2 *

18 U.S.C. § 1350 Certification of Chief Financial Officer for Regency Centers Corporation.

 

 

32.3 *

18 U.S.C. § 1350 Certification of Chief Executive Officer for Regency Centers, L.P.

 

 

32.4 *

18 U.S.C. § 1350 Certification of Chief Financial Officer for Regency Centers, L.P.

 

101.

Interactive Data Files

 

 

101.INS

Inline XBRL Instance Document - the instance document does not appear in the Interactive Data File because its XBRL tags are embedded within the Inline XBRL document

 

 

101.SCH

Inline XBRL Taxonomy Extension Schema with embedded linkbases document

104.

Cover Page Interactive Data File (formatted as inline XBRL and contained in Exhibit 101)

 

*

Furnished, not filed.

 

 

49


 

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 2, 2024

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 2, 2024

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)

 

50