Financial Performance & Guidance - The company projects Net Income Attributable to Common Shareholders per diluted share to be between $1.96 and $2.02 for the full year 2024[22] - Nareit Funds From Operations (FFO) per diluted share is guided between $4.15 and $4.21 for 2024[22] - Core Operating Earnings (COE) per diluted share is expected to be between $4.02 and $4.08 in 2024[22] - Same property NOI growth without termination fees or collection of 2020/2021 reserves is projected at +2.0% to +2.5%[22] - The company anticipates approximately $4-5 million in Lease Termination Fee Income in 2024, aligning with the historical average[24] Investment & Capital Allocation - Development and Redevelopment spend is estimated at +/- $180 million[22] - Dispositions are projected at +/- $125 million with a cap rate of +/- 5.5%[22] - The company's in-process development & redevelopment projects totaled $547 million as of March 31, 2024, with estimated stabilized yields of approximately 9%[28,42] Capital Structure & Debt - Total Pro Rata Debt Outstanding is $5.0 billion[26] - The company aims to maintain less than 15% of total debt maturing in any given year[26] - The company has revolver availability of approximately $1.5 billion[18] Risk Factors - The company highlights various risk factors, including those related to operating retail-based shopping centers, partnerships and joint ventures, funding strategies and capital structure, information management and technology, and the market price for its securities[3,4,5]

Regency Centers Corporation (NASDAQ:REG) Q1 2024 Earnings Conference Call May 3, 2024 11:00 AM ET Company Participants Christy McElroy - Senior Vice President, Capital Markets Lisa Palmer - President and CEO Mike Mas - Chief Financial Officer Alan Roth - East Region President and COO Nick Wibbenmeyer - West Region President and CIO Conference Call Participants Lizzy Doykan - Bank of America Michael Goldsmith - UBS Juan Sanabria - BMO Capital Markets Viktor Fediv - Scotiabank Ronald Kamdem - Morgan Stanley R ...

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, DC 20549 FORM 10-Q ☒ QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the quarterly period ended March 31, 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. | ...

[Forward-Looking Statements & Risk Factors](index=3&type=section&id=Forward-Looking%20Statements%20%26%20Risk%20Factors) [Forward-Looking Statements](index=3&type=section&id=Forward-Looking%20Statements) The company's forward-looking statements are not guarantees of future performance and are subject to risks, advising investors to review SEC filings - Statements regarding anticipated financial, business, legal, or other outcomes, including **2024 Guidance**, are forward-looking and subject to risks and uncertainties[4](index=4&type=chunk)[47](index=47&type=chunk) - Investors should not place undue reliance on these statements and should review risk factors in SEC filings (Form 10-K, 10-Q)[4](index=4&type=chunk)[47](index=47&type=chunk) - Regency undertakes no duty to update forward-looking statements unless required by law[4](index=4&type=chunk)[47](index=47&type=chunk) [Risk Factors](index=3&type=section&id=Risk%20Factors) Various economic, geopolitical, industry, real estate, and corporate risks could materially impact the company's business and stock price - Current economic and geopolitical environments, including **interest rates**, potential recession, and banking industry challenges, may adversely impact borrowing costs, real estate valuation, and stock price[5](index=5&type=chunk)[48](index=48&type=chunk) - Risks related to operating retail-based shopping centers include adverse economic/market conditions, shifts in retail trends (**e-commerce**), geographic concentration, dependence on anchor and local tenants, and compliance with regulations (e.g., ADA)[7](index=7&type=chunk)[51](index=51&type=chunk) - Real estate investment risks involve potential decline in asset value, impairment losses, and challenges associated with development, redevelopment, acquisition, and disposition of properties[8](index=8&type=chunk)[52](index=52&type=chunk) - Funding and capital structure risks include reliance on external capital, adverse effects of debt financing, restrictive debt covenants, and increased borrowing costs due to **rising interest rates**[12](index=12&type=chunk)[56](index=56&type=chunk) - Technology risks include unauthorized access to data, and the use of **artificial intelligence** presents risks related to confidentiality, inaccurate outputs, and emerging regulatory challenges[13](index=13&type=chunk)[57](index=57&type=chunk) - Failure to qualify as a **REIT** could result in federal income tax at corporate rates, and compliance with REIT requirements may limit hedging ability and incur tax liabilities[15](index=15&type=chunk)[59](index=59&type=chunk) [Earnings Press Release](index=4&type=section&id=Earnings%20Press%20Release) [First Quarter 2024 Results Overview](index=4&type=section&id=First%20Quarter%202024%20Results%20Overview) Regency Centers reported **Q1 2024 Net Income** of **$0.58 per diluted share**, driven by strong tenant demand and development activity Q1 2024 Key Financial Highlights | Metric | Q1 2024 | Q1 2023 | | :----------------------------------- | :------ | :------ | | Net Income per diluted share ($) | $0.58 | $0.57 | | Nareit FFO per diluted share ($) | $1.08 | $1.08 | | Core Operating Earnings per diluted share ($) | $1.04 | $1.03 | | Same Property NOI growth (excl. fees/reserves) (%) | 2.1% | | | Same Property percent leased (%) | 95.8% | 94.9% | | Same Property shop percent leased (%) | 93.5% | 92.0% | | Blended rent spreads (cash basis) (%) | +8.5% | | | Blended rent spreads (straight-lined basis) (%) | +17.4% | | - Regency's Board of Directors declared a quarterly cash dividend of **$0.67 per share** on common stock, payable July 3, 2024[21](index=21&type=chunk)[29](index=29&type=chunk) - The company started approximately **$80 million** in new development and redevelopment projects, including The Shops at Stone Bridge (**$67 million Whole Foods anchored development**)[22](index=22&type=chunk)[29](index=29&type=chunk) - Moody's Investors Service upgraded Regency's credit rating to **A3 with a stable outlook** in February[22](index=22&type=chunk)[29](index=29&type=chunk) [Financial Results](index=5&type=section&id=Financial%20Results) Regency's Q1 2024 Net Income rose to **$106.4 million** (**$0.58 per diluted share**), with stable Nareit FFO and increased Core Operating Earnings Q1 2024 Financial Performance | Metric | Q1 2024 (millions) | Q1 2023 (millions) | YoY Change (millions) | | :----------------------------------- | :-------------------- | :-------------------- | :-------------------- | | Net Income Attributable to Common Shareholders (millions) | $106.4 | $97.3 | +$9.1 | | Net Income per diluted share ($) | $0.58 | $0.57 | +$0.01 | | Nareit FFO (millions) | $200.0 | $186.5 | +$13.5 | | Nareit FFO per diluted share ($) | $1.08 | $1.08 | $0.00 | | Core Operating Earnings (millions) | $193.1 | $177.8 | +$15.3 | | Core Operating Earnings per diluted share ($) | $1.04 | $1.03 | +$0.01 | [Portfolio Performance](index=5&type=section&id=Portfolio%20Performance) Q1 2024 Same Property NOI grew **2.1%**, driven by base rents, with Same Property percent leased at **95.8%** and shop percent leased at **93.5%** Q1 2024 Portfolio Performance Metrics | Metric | Q1 2024 | YoY Change | | :----------------------------------- | :------ | :--------- | | Same Property NOI growth (excl. fees/reserves) (%) | 2.1% | +2.1% | | Same Property base rents contribution to NOI growth (%) | 2.7% | | | Same Property percent leased (%) | 95.8% | +90 bps | | Same Property anchor percent leased (%) | 97.2% | +50 bps | | Same Property shop percent leased (%) | 93.5% | +150 bps | | Same Property commenced (%) | 92.1% | -50 bps | - Regency executed **1.8 million square feet** of comparable new and renewal leases in Q1 2024, with blended cash rent spreads of **+8.5%** and straight-lined rent spreads of **+17.4%**[27](index=27&type=chunk) - For the trailing twelve months ended March 31, 2024, comparable new and renewal leases totaled **7.7 million square feet**, with blended cash rent spreads of **+10.3%** and straight-lined rent spreads of **+18.9%**[27](index=27&type=chunk) [Capital Allocation and Balance Sheet](index=6&type=section&id=Capital%20Allocation%20and%20Balance%20Sheet) Regency initiated **$80 million** in Q1 2024 development, bringing total in-process projects to **$547 million**, and boosted liquidity to over **$1.7 billion** - Started **$80 million** in developments and redevelopments in Q1 2024, including The Shops at Stone Bridge (**$67 million**, anchored by Whole Foods and TJ Maxx)[29](index=29&type=chunk) - In-process development and redevelopment projects totaled **$547 million** as of March 31, 2024, with **46%** of costs incurred[29](index=29&type=chunk) - Completed the disposition of Glengary Shoppes for **$31 million** in January 2024 and Tamarac Town Square for **$23 million** in April 2024[29](index=29&type=chunk) - Liquidity exceeded **$1.7 billion** as of March 31, 2024, including **$1.5 billion** capacity under its revolving credit facility and **$230 million** cash[29](index=29&type=chunk) - Priced **$400 million** of senior unsecured notes due 2034 with a **5.25% coupon**, with proceeds intended to repay existing debt and for general corporate purposes[29](index=29&type=chunk) Debt Metrics (Pro-Rata, TTM) | Metric | As of March 31, 2024 | | :----------------------------------- | :------------------- | | Net debt and preferred stock to operating EBITDAre (x) | 5.4x | | Net debt and preferred stock to operating EBITDAre (adjusted for Urstadt Biddle) (x) | 5.2x | [Common and Preferred Dividends](index=6&type=section&id=Common%20and%20Preferred%20Dividends) Regency's Board declared a quarterly cash dividend of **$0.67 per share** for common stock, plus dividends for Series A and B preferred stock - Quarterly cash dividend of **$0.67 per share** declared for common stock, payable July 3, 2024[29](index=29&type=chunk) - Quarterly cash dividend of **$0.390625 per share** declared for Series A preferred stock, payable July 31, 2024[29](index=29&type=chunk) - Quarterly cash dividend of **$0.367200 per share** declared for Series B preferred stock, payable July 31, 2024[29](index=29&type=chunk) [2024 Guidance](index=7&type=section&id=2024%20Guidance) Regency updated its full-year 2024 guidance, raising Net Income per diluted share to **$1.96-$2.02** and Nareit FFO to **$4.15-$4.21** Full Year 2024 Guidance Update | Metric | 1Q 2024 Actual | Current Guidance | Previous Guidance | | :----------------------------------- | :------------- | :--------------- | :---------------- | | Net Income per diluted share ($) | $0.58 | $1.96-$2.02 | $1.87-$1.93 | | Nareit FFO per diluted share ($) | $1.08 | $4.15-$4.21 | $4.14-$4.20 | | Core Operating Earnings per diluted share ($) | $1.04 | $4.02-$4.08 | $4.02-$4.08 | | Same property NOI growth (excl. fees/reserves) (%) | 2.1% | +2.0% to +2.5% | +2.0% to +2.5% | | Acquisitions ($) | $0 | +/-$46,000 | $0 | | Dispositions ($) | $30,500 | +/-$125,000 | +/-$100,000 | - Development and Redevelopment spend is projected at approximately **$180 million** for the full year 2024[31](index=31&type=chunk) - Weighted average cap rate for dispositions is projected at **+/- 5.5%**[31](index=31&type=chunk) [Company Overview](index=8&type=section&id=Company%20Overview) [About Regency Centers Corporation](index=8&type=section&id=About%20Regency%20Centers%20Corporation) Regency Centers is a leading national owner, operator, and developer of grocer-anchored suburban shopping centers, an **S&P 500 REIT** - Regency Centers is a preeminent national owner, operator, and developer of shopping centers in suburban trade areas[36](index=36&type=chunk) - Its portfolio includes properties merchandised with highly productive grocers, restaurants, service providers, and best-in-class retailers[36](index=36&type=chunk) - Regency Centers is a qualified real estate investment trust (**REIT**), self-administered, self-managed, and an **S&P 500 Index** member[36](index=36&type=chunk) [Summary Information](index=12&type=section&id=Summary%20Information) [Summary Financial Information](index=12&type=section&id=Summary%20Financial%20Information) Regency reported Q1 2024 Net Income of **$106.36 million** (**$0.58 per diluted share**), Nareit FFO of **$199.97 million**, and Core Operating Earnings of **$193.07 million** Q1 2024 Summary Financial Results | Metric | Q1 2024 (thousands) | Q1 2023 (thousands) | | :----------------------------------- | :--------------------- | :--------------------- | | Net income attributable to common shareholders (thousands) | $106,361 | $97,281 | | Net income per diluted share ($) | $0.58 | $0.57 | | Nareit FFO (thousands) | $199,967 | $186,495 | | Nareit FFO per diluted share ($) | $1.08 | $1.08 | | Core Operating Earnings (thousands) | $193,068 | $177,798 | | Core Operating Earnings per diluted share ($) | $1.04 | $1.03 | | Same Property NOI without termination fees (thousands) | $235,061 | $231,731 | | Same Property NOI without termination fees or collection of 2020/2021 reserves (thousands) | $235,061 | $230,210 | | Operating EBITDAre (thousands) | $249,596 | $221,479 | | Dividends declared per share and unit ($) | $0.670 | $0.650 | | Payout ratio of Core Operating Earnings per share (diluted) (%) | 64.4% | 63.1% | Capital Information (as of March 31, 2024) | Metric | 3/31/2024 (thousands) | 12/31/2023 (thousands) | | :----------------------------------- | :----------------------- | :------------------------ | | Market price per common share ($) | $60.56 | $67.00 | | Common shares outstanding (thousands) | 184,774 | 184,581 | | Market equity value of common shares and equivalents (thousands) | $11,256,530 | $12,441,131 | | Preferred stock (thousands) | $225,000 | $225,000 | | Outstanding debt (thousands) | $4,957,288 | $4,688,805 | | Net debt and preferred stock (thousands) | $4,952,187 | $4,822,451 | | Total market capitalization (thousands) | $16,208,717 | $17,263,582 | Debt Metrics (Pro-Rata, TTM) | Metric | 3/31/2024 | 12/31/2023 | | :----------------------------------- | :-------- | :--------- | | Net Debt and Preferreds-to-Operating EBITDAre (x) | 5.4x | 5.4x | | Net Debt and Preferreds-to-Operating EBITDAre, adjusted (x) | 5.2x | 5.1x | | Fixed charge coverage (x) | 4.5x | 4.7x | [Summary Real Estate Information](index=13&type=section&id=Summary%20Real%20Estate%20Information) As of March 31, 2024, Regency owned **482 properties**, with Same Property portfolio **95.8% leased** and total GLA of **57.01 million square feet** Real Estate Portfolio Summary (Consolidated and 100% of Real Estate Partnerships) | Metric | 3/31/2024 | 12/31/2023 | 3/31/2023 | | :----------------------------------- | :-------- | :--------- | :-------- | | Number of properties | 482 | 482 | 404 | | Number of retail operating properties | 473 | 474 | 402 | | Number of same properties | 400 | 394 | 395 | | GLA - All properties (thousands sq ft) | 57,013 | 56,831 | 51,137 | | GLA - Retail operating properties (thousands sq ft) | 56,091 | 56,062 | 50,628 | | GLA - Same properties (thousands sq ft) | 50,597 | 49,754 | 49,808 | | Leased - All properties (%) | 95.0% | 95.1% | 94.9% | | Leased - Retail operating properties (%) | 95.4% | 95.3% | 95.0% | | Leased - Same properties (%) | 95.8% | 95.6% | 94.9% | | Leased - Same properties (Spaces ≥ 10,000 sf) (%) | 97.2% | 96.9% | 96.7% | | Leased - Same properties (Spaces < 10,000 sf) (%) | 93.5% | 93.4% | 92.0% | | Commenced - Same properties (%) | 92.1% | 92.8% | 92.6% | Same Property NOI Growth (YTD) | Metric | 3/31/2024 | 3/31/2023 | | :----------------------------------- | :-------- | :-------- | | Same property NOI Growth without Termination Fees (%) | 1.4% | 2.5% | | Same property NOI Growth without Termination Fees or Redevelopments (%) | 1.1% | 2.5% | | Same property NOI Growth without Termination Fees or Collection of 2020/2021 Reserves (%) | 2.1% | 6.3% | - Rent spreads for the trailing 12 months ended March 31, 2024, were **10.3%** (cash basis), up from **7.3%** a year prior[65](index=65&type=chunk) [Financial Information](index=14&type=section&id=Financial%20Information) [Consolidated Balance Sheets](index=14&type=section&id=Consolidated%20Balance%20Sheets) As of March 31, 2024, Regency reported total assets of **$12.65 billion**, net real estate investments at **$11.09 billion**, and total liabilities at **$5.47 billion** Consolidated Balance Sheet Summary (in thousands) | Account | 3/31/2024 | 12/31/2023 | | :----------------------------------- | :-------- | :--------- | | **Assets:** | | | | Net real estate investments (thousands) | $11,088,028 | $11,142,315 | | Cash, cash equivalents, and restricted cash (thousands) | $230,101 | $91,354 | | Total assets (thousands) | $12,650,903 | $12,426,913 | | **Liabilities:** | | | | Total notes payable (thousands) | $4,417,181 | $4,153,949 | | Total liabilities (thousands) | $5,472,884 | $5,234,978 | | **Equity:** | | | | Total shareholders' equity (thousands) | $7,019,711 | $7,032,687 | | Total equity (thousands) | $7,178,019 | $7,191,935 | | Total liabilities and equity (thousands) | $12,650,903 | $12,426,913 | - Cash, cash equivalents, and restricted cash significantly increased to **$230.1 million** from **$91.4 million** QoQ[68](index=68&type=chunk) - Notes payable, net, increased to **$4.39 billion** from **$4.00 billion** QoQ[68](index=68&type=chunk) [Consolidated Statements of Operations](index=15&type=section&id=Consolidated%20Statements%20of%20Operations) For Q1 2024, Regency reported total revenues of **$363.85 million**, up from **$317.98 million** YoY, with net income attributable to common shareholders rising to **$106.36 million** Consolidated Statements of Operations Summary (in thousands) | Account | Three Months Ended 3/31/2024 | Three Months Ended 3/31/2023 | | :----------------------------------- | :--------------------------- | :--------------------------- | | Total revenues (thousands) | $363,852 | $317,977 | | Lease income (thousands) | $353,106 | $308,801 | | Total operating expenses (thousands) | $233,941 | $196,989 | | Interest expense, net (thousands) | $42,868 | $36,393 | | Gain on sale of real estate, net of tax (thousands) | $(11,403) | $(250) | | Net income (thousands) | $112,658 | $98,488 | | Net income attributable to common shareholders (thousands) | $106,361 | $97,281 | - Lease income increased by **$44.3 million** YoY, while other property income also saw a rise[71](index=71&type=chunk) - Operating expenses increased by **$36.95 million** YoY, with depreciation and amortization, property operating expense, and real estate taxes being the main contributors[71](index=71&type=chunk) [Supplemental Details of Operations (Consolidated Only)](index=16&type=section&id=Supplemental%20Details%20of%20Operations%20(Consolidated%20Only)) Consolidated operations show base rent as the largest revenue component, increasing to **$244.14 million** in Q1 2024, with operating expenses also rising Consolidated Revenues (in thousands) | Revenue Item | Three Months Ended 3/31/2024 | Three Months Ended 3/31/2023 | | :----------------------------------- | :--------------------------- | :--------------------------- | | Base rent (thousands) | $244,135 | $212,930 | | Recoveries from tenants (thousands) | $85,023 | $71,226 | | Percentage rent (thousands) | $7,807 | $7,030 | | Termination Fees (thousands) | $1,755 | $4,717 | | Uncollectible lease income (thousands) | $(1,233) | $1,937 | | Other lease income (thousands) | $4,202 | $2,499 | | Straight-line rent on lease income (thousands) | $5,594 | $2,597 | | Above/below market rent amortization (thousands) | $5,823 | $5,865 | | Other property income (thousands) | $4,350 | $3,138 | | Management, transaction, and other fees (thousands) | $6,396 | $6,038 | | Total revenues (thousands) | $363,852 | $317,977 | Consolidated Operating Expenses (in thousands) | Expense Item | Three Months Ended 3/31/2024 | Three Months Ended 3/31/2023 | | :----------------------------------- | :--------------------------- | :--------------------------- | | Depreciation and amortization (including FF&E) (thousands) | $97,585 | $82,707 | | Operating and maintenance (thousands) | $58,439 | $46,945 | | Real estate taxes (thousands) | $44,307 | $38,477 | | General & administrative (thousands) | $26,132 | $25,280 | | Other operating expenses (thousands) | $2,643 | $(497) | | Total operating expenses (thousands) | $233,941 | $196,989 | - Gain on sale of real estate, net of tax, was **$(11.40) million** in Q1 2024, compared to **$(0.25) million** in Q1 2023[73](index=73&type=chunk) [Supplemental Details of Assets and Liabilities (Real Estate Partnerships Only)](index=17&type=section&id=Supplemental%20Details%20of%20Assets%20and%20Liabilities%20(Real%20Estate%20Partnerships%20Only)) This section details real estate partnership assets and liabilities, with Regency's share of JV assets totaling **$940.34 million** and liabilities at **$571.63 million** Real Estate Partnerships Assets (in thousands) | Asset | Noncontrolling Interests (2024) | Noncontrolling Interests (2023) | Share of JVs (2024) | Share of JVs (2023) | | :----------------------------------- | :------------------------------ | :------------------------------ | :------------------ | :------------------ | | Real estate assets, net (thousands) | $(86,569) | $(85,972) | $801,908 | $801,101 | | Cash, cash equivalents, and restricted cash (thousands) | $(63,891) | $(66,036) | $17,085 | $14,940 | | Total assets (thousands) | $(162,197) | $(162,135) | $940,342 | $936,427 | Real Estate Partnerships Liabilities (in thousands) | Liability | Noncontrolling Interests (2024) | Noncontrolling Interests (2023) | Share of JVs (2024) | Share of JVs (2023) | | :----------------------------------- | :------------------------------ | :------------------------------ | :------------------ | :------------------ | | Notes payable, net (thousands) | $(38,908) | $(38,982) | $540,107 | $534,856 | | Total liabilities (thousands) | $(45,495) | $(45,082) | $571,633 | $565,822 | [Supplemental Details of Operations (Real Estate Partnerships Only)](index=18&type=section&id=Supplemental%20Details%20of%20Operations%20(Real%20Estate%20Partnerships%20Only)) For Q1 2024, Regency's share of JV revenues totaled **$36.85 million**, with base rent contributing **$26.17 million**, and net income contribution from JVs at **$11.96 million** Share of JVs Revenues (in thousands) | Revenue Item | Three Months Ended 3/31/2024 | Three Months Ended 3/31/2023 | | :----------------------------------- | :--------------------------- | :--------------------------- | | Base rent (thousands) | $26,166 | $24,139 | | Recoveries from tenants (thousands) | $8,818 | $7,978 | | Total revenues (thousands) | $36,853 | $34,192 | Share of JVs Operating Expenses (in thousands) | Expense Item | Three Months Ended 3/31/2024 | Three Months Ended 3/31/2023 | | :----------------------------------- | :--------------------------- | :--------------------------- | | Depreciation and amortization (thousands) | $8,245 | $7,422 | | Property operating expense (thousands) | $6,219 | $5,494 | | Real estate taxes (thousands) | $4,483 | $4,277 | | Total operating expenses (thousands) | $19,804 | $17,544 | - Interest expense, net, for Regency's share of JVs was **$5.09 million** in Q1 2024, up from **$4.72 million** in Q1 2023[78](index=78&type=chunk) [Supplemental Details of Same Property NOI (Pro-Rata)](index=19&type=section&id=Supplemental%20Details%20of%20Same%20Property%20NOI%20(Pro-Rata)) Same Property NOI (pro-rata) remained stable at **$236.43 million** in Q1 2024, with a **2.1%** increase excluding termination fees and reserves Same Property NOI Detail (in thousands) | Metric | Three Months Ended 3/31/2024 | Three Months Ended 3/31/2023 | | :----------------------------------- | :--------------------------- | :--------------------------- | | Total real estate revenues (thousands) | $339,976 | $335,234 | | Total real estate operating expenses (thousands) | $103,542 | $98,786 | | Same Property NOI (thousands) | $236,434 | $236,448 | | Same Property NOI without Termination Fees (thousands) | $235,061 | $231,731 | | Same Property NOI without Termination Fees or Redevelopments (thousands) | $201,279 | $198,998 | | Same Property NOI without Termination Fees or Collection of 2020/2021 Reserves (thousands) | $235,061 | $230,210 | Percent Contribution to Same Property NOI Performance | Contribution Item | % Impact | | :----------------------------------- | :------- | | Base rent (% impact) | 2.7% | | Uncollectible lease income (% impact) | -0.6% | | Collection of 2020/2021 reserves (% impact) | -0.7% | | Net expense recoveries (% impact) | -0.2% | | Other lease / property income (% impact) | 0.1% | | Percentage rent (% impact) | 0.1% | | Same Property NOI without Termination Fees (% impact) | 1.4% | [Reconciliations of Non-GAAP Financial Measures](index=20&type=section&id=Reconciliations%20of%20Non-GAAP%20Financial%20Measures) This section reconciles Net Income to Nareit FFO, Core Operating Earnings, and AFFO, with Q1 2024 Nareit FFO at **$199.97 million** Reconciliation of Net Income to Nareit FFO (in thousands) | Metric | Three Months Ended 3/31/2024 | Three Months Ended 3/31/2023 | | :----------------------------------- | :--------------------------- | :--------------------------- | | Net Income Attributable to Common Shareholders (thousands) | $106,361 | $97,281 | | Depreciation and amortization (excluding FF&E) (thousands) | $104,372 | $89,035 | | Gain on sale of real estate, net of tax (thousands) | $(11,408) | $(241) | | Nareit Funds From Operations (thousands) | $199,967 | $186,495 | | Nareit FFO per share (diluted) ($) | $1.08 | $1.08 | Reconciliation of Nareit FFO to Core Operating Earnings (in thousands) | Metric | Three Months Ended 3/31/2024 | Three Months Ended 3/31/2023 | | :----------------------------------- | :--------------------------- | :--------------------------- | | Nareit Funds From Operations (thousands) | $199,967 | $186,495 | | Merger transition costs (thousands) | $2,561 | - | | Loss on early extinguishment of debt (thousands) | $180 | - | | Straight-line rent (thousands) | $(5,738) | $(2,389) | | Above/below market rent amortization, net (thousands) | $(5,467) | $(5,665) | | Debt and derivative mark-to-market amortization (thousands) | $909 | $(8) | | Core Operating Earnings (thousands) | $193,068 | $177,798 | | Core Operating Earnings per share (diluted) ($) | $1.04 | $1.03 | Reconciliation of Core Operating Earnings to AFFO (in thousands) | Metric | Three Months Ended 3/31/2024 | Three Months Ended 3/31/2023 | | :----------------------------------- | :--------------------------- | :--------------------------- | | Core Operating Earnings (thousands) | $193,068 | $177,798 | | Operating capital expenditures (thousands) | $(20,852) | $(17,459) | | Debt cost and derivative adjustments (thousands) | $2,140 | $1,672 | | Stock-based compensation (thousands) | $4,640 | $4,819 | | Adjusted Funds from Operations (thousands) | $178,996 | $166,830 | [Capital Expenditures and Additional Disclosures](index=21&type=section&id=Capital%20Expenditures%20and%20Additional%20Disclosures) Q1 2024 capital expenditures totaled **$20.85 million** for operating properties and **$41.07 million** for development, with Operating EBITDAre at **$249.60 million** Capital Expenditures (in thousands) | Category | Three Months Ended 3/31/2024 | Three Months Ended 3/31/2023 | | :----------------------------------- | :--------------------------- | :--------------------------- | | **Operating Properties:** | | | | Leasing Capital Expenditures (thousands) | $18,856 | $12,685 | | Building improvements (thousands) | $1,996 | $4,774 | | Operating Capital Expenditures (thousands) | $20,852 | $17,459 | | **Development & Redevelopment Properties:** | | | | Ground-up development (thousands) | $15,875 | $6,070 | | Redevelopment (thousands) | $25,198 | $18,675 | | Development & Redevelopment Expenditures (thousands) | $41,073 | $24,745 | Reconciliation of Net Income to Operating EBITDAre (in thousands) | Metric | Three Months Ended 3/31/2024 | Three Months Ended 3/31/2023 | | :----------------------------------- | :--------------------------- | :--------------------------- | | Net Income (thousands) | $112,658 | $98,488 | | Nareit EBITDAre (thousands) | $258,049 | $230,230 | | Operating EBITDAre (thousands) | $249,596 | $221,479 | - Operating capital expenditures increased by **$3.39 million** YoY, while development and redevelopment expenditures increased by **$16.33 million** YoY[87](index=87&type=chunk) [Summary of Consolidated Debt](index=22&type=section&id=Summary%20of%20Consolidated%20Debt) Regency's total consolidated debt increased to **$4.42 billion** as of March 31, 2024, with fixed-rate unsecured public debt as the largest portion Total Consolidated Debt Outstanding (in thousands) | Debt Type | 3/31/2024 | 12/31/2023 | | :----------------------------------- | :-------- | :--------- | | Fixed rate mortgage loans (thousands) | $734,516 | $745,478 | | Variable rate mortgage loans (thousands) | $3,723 | $3,716 | | Fixed rate unsecured public debt (thousands) | $3,452,288 | $3,056,467 | | Fixed rate unsecured private debt (thousands) | $196,654 | $196,288 | | Unsecured credit facility (Revolving line of credit) (thousands) | $30,000 | $152,000 | | Total (thousands) | $4,417,181 | $4,153,949 | Schedule of Maturities by Year (in thousands) | Year | Total Debt (thousands) | Weighted Average Contractual Interest Rate (%) | | :--- | :--------------------- | :--------------------------------------- | | 2024 | $391,569 | 3.73% | | 2025 | $312,215 | 3.82% | | 2026 | $357,768 | 3.94% | | 2027 | $754,571 | 3.65% | | 2028 | $371,882 | 4.52% | | 2029 | $464,406 | 3.07% | | 2030 | $605,658 | 3.71% | | >10 years | $1,125,342 | 4.82% | | Total (thousands) | $4,417,181 | 4.00% | Weighted Average Interest Rates and Maturity | Metric | 3/31/2024 | 12/31/2023 | | :----------------------------------- | :-------- | :--------- | | Percentage of Total Debt (Fixed) (%) | 99.2% | 96.3% | | Percentage of Total Debt (Variable) (%) | 0.8% | 3.7% | | Current Weighted Average Contractual Interest Rates (Combined) (%) | 4.0% | 3.9% | | Current Weighted Average Effective Interest Rate (Combined) (%) | 4.3% | 4.2% | | Average Years to Maturity (Fixed) (years) | 7.2 | 7.1 | | Average Years to Maturity (Variable) (years) | 3.8 | 1.3 | [Summary of Consolidated Debt Detail](index=23&type=section&id=Summary%20of%20Consolidated%20Debt%20Detail) This section details consolidated debt, including secured fixed-rate mortgage loans and unsecured debt offerings, with the largest secured loan at **$88 million** - Secured debt includes **30 fixed-rate mortgage loans** with maturities ranging from 2024 to 2037, and one variable-rate mortgage loan[92](index=92&type=chunk) - Unsecured debt comprises **9 public debt offerings** and **2 private placements**, with maturities from 2024 to 2049[92](index=92&type=chunk) - The unsecured revolving line of credit has a variable rate of **Adjusted SOFR + 0.715%** and matures on March 23, 2028[92](index=92&type=chunk) [Summary of Unsecured Debt Covenants and Leverage Ratios](index=24&type=section&id=Summary%20of%20Unsecured%20Debt%20Covenants%20and%20Leverage%20Ratios) Regency maintains strong compliance with unsecured public debt covenants, with consolidated debt to total assets at **27%** and unencumbered assets at **399%** Unsecured Public Debt Covenants (as of 3/31/2024) | Covenant | Required | 3/31/2024 | 12/31/2023 | | :----------------------------------- | :------- | :-------- | :--------- | | Total Consolidated Debt to Total Consolidated Assets (%) | ≤ 65% | 27% | 26% | | Secured Consolidated Debt to Total Consolidated Assets (%) | ≤ 40% | 4% | 5% | | Consolidated Income for Debt Service to Consolidated Debt Service (x) | ≥ 1.5x | 4.9x | 5.6x | | Unencumbered Consolidated Assets to Unsecured Consolidated Debt (%) | >150% | 399% | 420% | Consolidated Only Ratios (as of 3/31/2024) | Ratio | 3/31/2024 | 12/31/2023 | | :----------------------------------- | :-------- | :--------- | | Net debt to total market capitalization (%) | 26.7% | 26.7% | | Net debt and preferreds to Operating EBITDAre - TTM (x) | 4.9x | 4.9x | | Fixed charge coverage (x) | 5.0x | 5.1x | | Interest coverage (x) | 5.6x | 5.7x | Total Pro-Rata Share Ratios (as of 3/31/2024) | Ratio | 3/31/2024 | 12/31/2023 | | :----------------------------------- | :-------- | :--------- | | Net debt to total market capitalization (%) | 29.2% | 29.2% | | Net debt and preferreds to Operating EBITDAre - TTM (x) | 5.4x | 5.4x | | Fixed charge coverage (x) | 4.5x | 4.7x | | Interest coverage (x) | 5.1x | 5.1x | [Summary of Unconsolidated Debt](index=25&type=section&id=Summary%20of%20Unconsolidated%20Debt) Total unconsolidated debt for real estate partnerships increased to **$1.51 billion**, with Regency's pro-rata share at **$540.11 million** Total Unconsolidated Debt Outstanding (in thousands) | Debt Type | 3/31/2024 | 12/31/2023 | | :----------------------------------- | :-------- | :--------- | | Fixed rate secured loans (thousands) | $1,434,477 | $1,430,030 | | Variable rate secured loans (thousands) | $34,159 | $27,872 | | Unsecured credit facilities variable rate (thousands) | $44,800 | $41,800 | | Total (thousands) | $1,513,436 | $1,499,702 | Regency's Pro Rata Share of Unconsolidated Debt Maturities (in thousands) | Year | Regency's Pro Rata Share (thousands) | Weighted Average Contractual Interest Rate (%) | | :--- | :----------------------- | :--------------------------------------- | | 2024 | $4,312 | 3.41% | | 2025 | $48,443 | 3.98% | | 2026 | $92,308 | 5.36% | | 2027 | $13,669 | 2.41% | | 2028 | $92,027 | 4.96% | | 2029 | $13,017 | 4.34% | | 2030 | $70,522 | 2.88% | | 2031 | $137,198 | 3.13% | | 2032 | $58,369 | 3.10% | | >10 Years | $13,941 | 6.26% | | Total (thousands) | $540,107 | 3.95% | Unconsolidated Debt Interest Rates and Maturity | Metric | 3/31/2024 | 12/31/2023 | | :----------------------------------- | :-------- | :--------- | | Percentage of Total Debt (Fixed) (%) | 94.8% | 95.4% | | Percentage of Total Debt (Variable) (%) | 5.2% | 4.6% | | Current Weighted Average Contractual Interest Rates (Combined) (%) | 4.0% | 3.9% | | Current Weighted Average Effective Interest Rates (Combined) (%) | 4.2% | 4.1% | | Average Years to Maturity (Fixed) (years) | 5.2 | 5.2 | | Average Years to Maturity (Variable) (years) | 2.3 | 2.6 | [Unconsolidated Investments](index=26&type=section&id=Unconsolidated%20Investments) Regency holds unconsolidated investments across **101 properties** with **$2.70 billion** in total assets, contributing **$11.96 million** in equity income Unconsolidated Investments Summary (in thousands) | Investment Partner | Number of Properties | Total Assets (thousands) | Total Debt (thousands) | Regency Ownership Interest (%) | Regency Share of Debt (thousands) | Investment 3/31/2024 (thousands) | Equity in Income (thousands) | | :----------------------------------- | :------------------- | :----------------------- | :--------------------- | :------------------------- | :-------------------- | :----------------------- | :------------------- | | State of Oregon (JV-C, JV-C2, JV-CCV) | 22 | $660,868 | $360,490 | 20.00% - 30.00% | $79,579 | $56,204 | $1,528 | | GRI (JV-GRI) | 66 | $1,475,102 | $933,805 | 40.00% | $373,522 | $142,238 | $9,126 | | Publix (JV-O) | 2 | $26,274 | - | 50.00% | - | $13,036 | $479 | | Individual Investors (Ballard Blocks, Bloom on Third, Others) | 11 | $535,718 | $219,141 | 11.80% - 49.90% | $87,006 | $157,231 | $828 | | Total | 101 | $2,697,962 | $1,513,436 | | $540,107 | $368,709 | $11,961 | - Regency's total ownership share of debt in unconsolidated investments is **$540.11 million**[98](index=98&type=chunk) [Investment Activity](index=27&type=section&id=Investment%20Activity) [Property Transactions](index=27&type=section&id=Property%20Transactions) In Q1 2024, Regency completed one disposition, Glengary Shoppes, for **$30.5 million** at a **6.0%** cap rate, with no acquisitions Property Dispositions (in thousands) | Anchor(s) | Date Property Name | Market | GLA (thousands sq ft) | Total Sales Price (thousands) | Weighted Average Cap Rate (%) | | :----------------------------------- | :----------------- | :----- | :-------------------- | :---------------------------- | :---------------------------- | | Best Buy, Barnes & Noble | Jan-24 Glengary Shoppes | Tampa | 93 | $30,500 | 6.0% | - No acquisitions were reported for the period[99](index=99&type=chunk) [Summary of In-Process Developments and Redevelopments](index=28&type=section&id=Summary%20of%20In-Process%20Developments%20and%20Redevelopments) Regency has **$547 million** in in-process developments and redevelopments, with **46%** of costs incurred, targeting stabilized yields of **7%+/-** for ground-up In-Process Developments Summary (in thousands) | Project Type | Total GLA (thousands sq ft) | Center Leased (%) | Net Project Costs (thousands) | Costs Incurred (%) | Stabilized Yield (%) | | :----------------------------------- | :-------------------------- | :---------------- | :---------------------------- | :----------------- | :------------------- | | Ground-up Developments | 859 | 64% | $220,000 | 43% | 7% +/- | | Redevelopments | 4,182 | 94% | $327,000 | 47% | 10% +/- | | Total In-Process (In Construction) | 5,041 | 89% | $547,000 | 46% | 9% +/- | - Key ground-up developments include Glenwood Green (Metro NYC, anchored by ShopRite/Target) and The Shops at Stone Bridge (Cheshire, CT, anchored by Whole Foods)[101](index=101&type=chunk) - Significant redevelopments include The Abbot (Boston, MA, retail/office), Westbard Square Phase 1 (Bethesda, MD, Giant-anchored), and Bloom on Third (Los Angeles, CA, Whole Foods-anchored)[101](index=101&type=chunk) [Development and Redevelopment Current Year Completions](index=29&type=section&id=Development%20and%20Redevelopment%20Current%20Year%20Completions) For the current year, Regency completed one redevelopment project with estimated net project costs of **$3 million**, achieving **100% leased** Current Year Development and Redevelopment Completions (in thousands) | Project Type | Center GLA (thousands sq ft) | Center Leased (%) | Net Project Costs (thousands) | Costs Incurred (%) | Stabilized Yield (%) | | :----------------------------------- | :--------------------------- | :---------------- | :---------------------------- | :----------------- | :------------------- | | Redevelopment Completion (est costs < $10 million individually) | 63 | 100% | $3,000 | 90% | 10% +/- | | Total Completions | 63 | 100% | $3,000 | 90% | 10% +/- | - No ground-up development completions were reported for the current year[103](index=103&type=chunk) - Estimated GAAP project costs for in-process developments and redevelopments are **$609.57 million**, with **46%** of costs incurred[103](index=103&type=chunk) [Real Estate Information](index=30&type=section&id=Real%20Estate%20Information) [Leasing Statistics](index=30&type=section&id=Leasing%20Statistics) In Q1 2024, Regency executed **1.81 million square feet** of leases, with blended rent spreads of **+8.5%** cash and **+17.4%** straight-lined Leasing Statistics - Comparable (Q1 2024) | Metric | Total | New Leases | Renewals | | :----------------------------------- | :---- | :--------- | :------- | | Leasing Transactions | 389 | 96 | 293 | | GLA (thousands sq ft) | 1,811 | 274 | 1,537 | | New Base Rent/Sq. Ft. ($) | $28.49 | $33.54 | $27.58 | | Rent Spread (Cash) (%) | 8.5% | 11.7% | 7.8% | | Rent Spread (Straight-lined) (%) | 17.4% | 23.0% | 16.2% | | Weighted Avg. Lease Term (years) | 6.0 | 8.5 | 5.5 | | Tenant Allowance & Landlord Work/Sq. Ft. ($) | $8.53 | $48.51 | $1.34 | - For the trailing 12 months, total comparable leases were **7.66 million square feet** with blended cash rent spreads of **+10.3%** and straight-lined rent spreads of **+18.9%**[105](index=105&type=chunk) - Rent spreads are calculated on a comparable-space, cash basis for new and renewal leases executed, including spaces vacant for over 12 months[107](index=107&type=chunk) [New Lease Net Effective Rent and Leases Signed Not Yet Commenced](index=31&type=section&id=New%20Lease%20Net%20Effective%20Rent%20and%20Leases%20Signed%20Not%20Yet%20Commenced) Weighted average net effective rent for new leases was **$26.95 per square foot**, with **346 leases** (**1.96 million sq ft**) signed but not yet commenced New Lease Net Effective Rent (Trailing Twelve Months Ended 3/31/2024) | Metric | Amount | | :----------------------------------- | :----- | | Base rent ($) | $32.72 | | Tenant allowance and landlord work ($) | $(4.82) | | Third party leasing commissions ($) | $(0.95) | | Net Effective Rent ($) | $26.95 | | Net effective rent / base rent (%) | 82% | | Weighted avg. lease term (years) | 11.3 | Leases Signed Not Yet Commenced (as of 3/31/2024) | Category | Leases | GLA (thousands sq ft) | Annual ABR (thousands) | Annual ABR ($ PSF) | | :----------------------------------- | :----- | :------------ | :--------------------- | :----------------- | | ≥ 10,000 SF | 39 | 1,140 | $21,559 | $21.03 | | < 10,000 SF | 307 | 822 | $28,922 | $41.30 | | Total | 346 | 1,962 | $50,482 | $29.26 | - New leases for spaces less than **10,000 square feet** accounted for **55%** of new leases by anchor & shop, indicating strong demand for smaller retail units[110](index=110&type=chunk) [Annual Base Rent by State](index=32&type=section&id=Annual%20Base%20Rent%20by%20State) California and Florida are top states for Regency's ABR, accounting for **23.3%** and **19.1%** respectively, with California having the highest ABR per square foot Annual Base Rent by Top States (as of 3/31/2024) | State | Number of Properties | GLA (thousands sq ft) | Leased (%) | ABR (thousands) | ABR/Sq. Ft. ($) | ABR (%) | | :----------------------------------- | :------------------- | :-------------------- | :------- | :---------------- | :-------------- | :------- | | California | 71 | 9,192 | 95.1% | $266,581 | $30.37 | 23.3% | | Florida | 93 | 10,928 | 95.3% | $218,640 | $20.98 | 19.1% | | New York | 47 | 3,711 | 89.5% | $98,934 | $28.86 | 8.6% | | Connecticut | 45 | 3,936 | 90.4% | $94,978 | $26.76 | 8.3% | | Texas | 31 | 3,613 | 97.2% | $75,452 | $21.49 | 6.6% | | Total All Properties | 482 | 48,732 | 95.0% | $1,144,079 | $24.63 | 100% | - The total portfolio GLA is **48.73 million square feet**, with an overall **95.0% leased** rate[114](index=114&type=chunk) - States with lower ABR/Sq. Ft. include Ohio (**$13.74**), Colorado (**$17.07**), and Missouri (**$11.05**)[114](index=114&type=chunk) [Annual Base Rent by CBSA](index=33&type=section&id=Annual%20Base%20Rent%20by%20CBSA) The New York-Newark-Jersey City CBSA represents the largest share of Regency's ABR at **11.5%**, with top 50 CBSAs accounting for **84.8%** Annual Base Rent by Largest CBSAs (as of 3/31/2024) | CBSA | Number of Properties | GLA (thousands sq ft) | Leased (%) | ABR (thousands) | ABR/Sq. Ft. ($) | ABR (%) | | :----------------------------------- | :------------------- | :-------------------- | :------- | :---------------- | :-------------- | :------- | | New York-Newark-Jersey City | 65 | 5,033 | 90.2% | $131,988 | $29.06 | 11.5% | | Los Angeles-Long Beach-Anaheim | 25 | 2,546 | 97.9% | $77,444 | $31.09 | 6.8% | | Houston-Woodlands-Sugar Land | 15 | 1,866 | 97.3% | $36,978 | $20.36 | 3.2% | | Washington-Arlington-Alexandria | 26 | 1,830 | 95.8% | $54,292 | $30.97 | 4.7% | | Atlanta-SandySprings-Alpharetta | 22 | 2,121 | 96.1% | $50,502 | $24.78 | 4.4% | | Miami-Ft Lauderdale-PompanoBch | 41 | 5,320 | 92.5% | $115,921 | $23.57 | 10.1% | | San Francisco-Oakland-Berkeley | 18 | 3,342 | 93.5% | $97,090 | $31.06 | 8.5% | | Top 50 CBSAs by Population | 386 | 40,580 | 95.4% | $970,597 | $24.96 | 84.8% | | Total All Properties | 482 | 48,732 | 95.0% | $1,144,079 | $24.63 | 100% | - The highest ABR/Sq. Ft. among the top CBSAs is in San Jose-Sunnyvale-Santa Clara (**$32.45**) and San Diego-Chula Vista-Carlsbad (**$31.47**)[117](index=117&type=chunk) [Annual Base Rent by Tenant Category](index=34&type=section&id=Annual%20Base%20Rent%20by%20Tenant%20Category) Grocery tenants represent the largest ABR category at **20%**, with shop tenants contributing **57%** and anchor tenants **43%** of total ABR Tenant Category Exposure (% of ABR) | Tenant Category | ABR (%) | | :----------------------------------- | :------- | | Grocery | 20% | | Restaurant - Quick Service/Fast Casual | 13% | | Personal Services | 7% | | Medical | 7% | | Restaurant - Full Service | 6% | | Apparel/Accessories | 5% | | Fitness | 5% | | Off-Price | 5% | | Banks | 5% | | Business Services | 4% | | Hobby/Sports | 4% | | Pet | 3% | | Pharmacy | 3% | | Home | 3% | | Office/Communications | 3% | | Other | 2% | | Home Improvement/Auto | 2% | | Liquor/Wine/Beer | 2% | | Beauty/Cosmetics | 1% | | Entertainment | 1% | Anchor/Shop Exposure (% of ABR) | Category | ABR (%) | | :----------------------------------- | :------- | | Shop | 57% | | Anchor | 43% | - Shop tenants are defined as less than **10,000 square feet**, and Anchor tenants are greater than or equal to **10,000 square feet**[119](index=119&type=chunk) [Significant Tenant Rents](index=35&type=section&id=Significant%20Tenant%20Rents) Publix is Regency's largest tenant, contributing **3.0%** of total ABR, with the top 25 tenants collectively representing **30.4%** of total ABR Top 25 Significant Tenants (as of 3/31/2024) | | Tenant | Total GLA (thousands sq ft) | Company Owned GLA (%) | Annualized Base Rent (thousands) | Total Annualized Base Rent (%) | Total of Leased Stores | | :-- | :----------------------------------- | :----------------------- | :--------------------- | :---------------------------------- | :------------------------------ | :----------------------- | | 1 | Publix | 2,960 | 6.4% | $34,071 | 3.0% | 68 | | 2 | Albertsons Companies, Inc. | 2,192 | 4.7% | $33,634 | 2.9% | 53 | | 3 | TJX Companies, Inc. | 1,736 | 3.8% | $31,829 | 2.8% | 73 | | 4 | Amazon/Whole Foods | 1,296 | 2.8% | $30,832 | 2.7% | 39 | | 5 | Kroger Co. | 2,933 | 6.3% | $30,228 | 2.6% | 52 | | 6 | Ahold Delhaize | 924 | 2.0% | $22,876 | 2.0% | 20 | | 7 | CVS | 770 | 1.7% | $19,089 | 1.7% | 65 | | 8 | L.A. Fitness Sports Club | 516 | 1.1% | $11,223 | 1.0% | 14 | | 9 | Trader Joe's | 311 | 0.7% | $11,108 | 1.0% | 30 | | 10 | JPMorgan Chase Bank | 172 | 0.4% | $10,561 | 0.9% | 55 | | ... | ... | ... | ... | ... | ... | ... | | | Top Tenants (Total) | 18,895 | 41.0% | $347,658 | 30.4% | 952 | - The top 25 tenants collectively occupy **41.0%** of Regency's company-owned GLA[121](index=121&type=chunk) - The list includes major grocery chains (Publix, Albertsons, Kroger, Whole Foods), discount retailers (TJX, Ross), pharmacies (CVS), and fitness centers (L.A. Fitness)[121](index=121&type=chunk) [Tenant Lease Expirations](index=36&type=section&id=Tenant%20Lease%20Expirations) Regency's lease expiration schedule shows **4.8%** of GLA and **4.6%** of ABR expiring in 2024, with the largest concentration between 2025 and 2028 Tenant Lease Expirations - All Tenants (as of 3/31/2024) | Year | GLA (thousands sq ft) | GLA (%) | Total ABR (%) | ABR ($ PSF) | | :--- | :-------------------- | :------------- | :------------------- | :---------- | | MTM | 376 | 0.8% | 0.9% | $27.62 | | 2024 | 2,176 | 4.8% | 4.6% | $23.29 | | 2025 | 5,371 | 11.9% | 12.0% | $24.66 | | 2026 | 5,570 | 12.3% | 12.3% | $24.50 | | 2027 | 6,293 | 13.9% | 14.1% | $24.87 | | 2028 | 5,883 | 13.0% | 13.9% | $26.09 | | 2029 | 5,236 | 11.6% | 10.9% | $23.09 | | 2030 | 2,360 | 5.2% | 5.5% | $25.71 | | 2031 | 1,970 | 4.3% | 4.8% | $26.88 | | 2032 | 1,891 | 4.2% | 4.9% | $28.57 | | 2033 | 1,999 | 4.4% | 5.2% | $29.00 | | 10 Year Total | 39,125 | 86.4% | 89.2% | $25.21 | | Thereafter | 6,173 | 13.6% | 10.8% | $19.44 | | Total | 45,298 | 100% | 100% | $24.43 | Tenant Lease Expirations - Anchor vs. Shop (as of 3/31/2024) | Category | Total GLA (thousands sq ft) | Total ABR (%) | ABR ($ PSF) | | :----------------------------------- | :----------------------- | :------------------- | :---------- | | Anchor Tenants | 28,360 | 42.7% | $16.65 | | Shop Tenants | 16,938 | 57.3% | $37.45 | - The data reflects commenced leases only and does not account for contractual rent steps or renewal options[128](index=128&type=chunk) [Portfolio Summary Report by State](index=37&type=section&id=Portfolio%20Summary%20Report%20by%20State) This report details Regency's portfolio properties by state, including GLA, % leased, major tenants, and in-process developments - California properties (**71**) have a total GLA of **9.19 million sq ft**, **95.1% leased**, with major tenants including Ralphs, Albertsons, Whole Foods, and Target[131](index=131&type=chunk)[132](index=132&type=chunk)[133](index=133&type=chunk) - Florida properties (**93**) have a total GLA of **10.93 million sq ft**, **95.3% leased**, with Publix being a dominant grocery anchor[136](index=136&type=chunk)[137](index=137&type=chunk)[138](index=138&type=chunk)[139](index=139&type=chunk) - Connecticut properties (**45**) have a total GLA of **3.94 million sq ft**, **90.4% leased**, featuring anchors like ShopRite, Trader Joe's, and Whole Foods[133](index=133&type=chunk)[134](index=134&type=chunk)[135](index=135&type=chunk) - In-process developments like The Shops at Stone Bridge (CT) and Glenwood Green (NJ) are highlighted, indicating future growth areas[135](index=135&type=chunk)[143](index=143&type=chunk) [Additional Disclosures and Forward-Looking Information](index=48&type=section&id=Additional%20Disclosures%20and%20Forward-Looking%20Information) [Components of Net Asset Value (NAV)](index=48&type=section&id=Components%20of%20Net%20Asset%20Value%20(NAV)) As of March 31, 2024, Regency's pro-rata share of operating portfolio cash NOI was **$262.94 million**, detailing valuation components for in-process developments Real Estate - Operating (in thousands) | Metric | Amount | | :----------------------------------- | :----- | | Consolidated NOI (thousands) | $239,334 | | Share of Unconsolidated JV NOI (thousands) | $25,650 | | Less: Noncontrolling Interests (thousands) | $(2,046) | | Pro Rata Share of Operating Portfolio Cash NOI (thousands) | $262,938 | | Retail Operating Properties Including In-Process Redevelopments (Quarterly) (thousands) | $12,620 | Real Estate: In-Process Ground-Up Developments and Redevelopments (in thousands) | Project Type | REG's Estimated Net Project Costs (thousands) | Stabilized Yield (%) | Annualized Proforma Stabilized NOI (thousands) | Costs Incurred (%) | Construction in Progress (thousands) | | :----------------------------------- | :-------------------------------------------- | :------------------- | :--------------------------------------------- | :----------------- | :--------------------------- | | In-Process Ground-Up Development | $220,000 | 7% | $15,400 | 43% | $94,600 | | In-Process Redevelopment Projects | $327,000 | 10% | $32,700 | 47% | $153,690 | Other Assets and Liabilities (Regency's Pro-Rata Share, in thousands) | Category | Amount | | :----------------------------------- | :----- | | Estimated Market Value of Land & Non-income Producing Assets (thousands) | $65,146 | | Cash and Cash Equivalents (thousands) | $183,295 | | Notes payable (thousands) | $4,888,380 | | Preferred Stock (thousands) | $225,000 | | Common Shares and Equivalents Issued and Outstanding | 185,874 | [Earnings Guidance](index=49&type=section&id=Earnings%20Guidance) Regency updated its full-year 2024 guidance, raising Net Income per diluted share to **$1.96-$2.02** and Nareit FFO to **$4.15-$4.21** Full Year 2024 Guidance (in thousands, except per share data) | Metric | 1Q 2024 | Current Guidance | Previous Guidance | | :----------------------------------- | :------ | :--------------- | :---------------- | | Net Income per diluted share ($) | $0.58 | $1.96-$2.02 | $1.87-$1.93 | | Nareit FFO per diluted share ($) | $1.08 | $4.15-$4.21 | $4.14-$4.20 | | Core Operating Earnings per diluted share ($) | $1.04 | $4.02-$4.08 | $4.02-$4.08 | | Same property NOI growth (excl. fees/reserves) (%) | 2.1% | +2.0% to +2.5% | +2.0% to +2.5% | | Acquisitions ($) | $0 | +/-$46,000 | $0 | | Dispositions ($) | $30,500 | +/-$125,000 | +/-$100,000 | Reconciliation of Net Income to Earnings Guidance (per diluted share) | Metric | Full Year 2024 (Low) | Full Year 2024 (High) | | :----------------------------------- | :------------------- | :-------------------- | | Net income attributable to common shareholders ($) | $1.95 | $2.01 | | Nareit Funds From Operations ($) | $4.15 | $4.21 | | Core Operating Earnings ($) | $4.02 | $4.08 | - The guidance figures represent **100%** of Regency's consolidated entities and its pro-rata share of unconsolidated real estate partnerships, except for per share data[156](index=156&type=chunk) [Glossary of Terms](index=50&type=section&id=Glossary%20of%20Terms) [Key Financial and Real Estate Definitions](index=50&type=section&id=Key%20Financial%20and%20Real%20Estate%20Definitions) This section defines key financial and real estate terms, including non-GAAP measures like AFFO, Core Operating Earnings, Nareit FFO, and NOI - **Adjusted Funds From Operations (AFFO)** reflects cash available to fund business needs and distributions, adjusted from Core Operating Earnings for capital expenditures, debt cost, and stock-based compensation[160](index=160&type=chunk) - **Core Operating Earnings** excludes certain non-comparable items from Nareit FFO, such as transaction-related expenses, debt extinguishment gains/losses, and non-cash components like straight-line rents[161](index=161&type=chunk) - **Nareit FFO** is a standard REIT performance measure, defined as net income excluding real estate gains/impairments, plus depreciation and amortization, adjusted for unconsolidated partnerships[163](index=163&type=chunk) - **Net Operating Income (NOI)** is the sum of various real estate revenues less operating and maintenance expenses, real estate taxes, ground rent, and uncollectible lease income, excluding non-cash rent adjustments[164](index=164&type=chunk) - **Same Property** refers to retail operating properties owned and operated for the entirety of both comparative calendar year periods, generally including properties in redevelopment unless otherwise indicated[169](index=169&type=chunk)

[FORM 10-K Filing Information](index=1&type=section&id=FORM%2010-K) This section provides basic identification, filing status, and market value for Regency Centers Corporation and Regency Centers, L.P [Registrant Information](index=1&type=section&id=Registrant%20Information) This section provides the basic identification details for Regency Centers Corporation and Regency Centers, L.P., including their filing status, incorporation details, principal executive offices, and securities registered on The Nasdaq Stock Market LLC - Regency Centers Corporation and Regency Centers, L.P. are filing an annual report on Form 10-K for the fiscal year ended December 31, 2023[2](index=2&type=chunk) - Both Regency Centers Corporation and Regency Centers, L.P. are well-known seasoned issuers and are required to file reports under the Securities Exchange Act of 1934[5](index=5&type=chunk)[6](index=6&type=chunk) Registered Securities | Registrant | Trading Symbol | Exchange | | :-------------------------- | :------------- | :--------------- | | 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 | [Filer Status and Market Value](index=2&type=section&id=Filer%20Status%20and%20Market%20Value) Regency Centers Corporation is classified as a large accelerated filer with an aggregate market value of voting and non-voting common equity held by non-affiliates at $10.5 billion as of the last business day of its most recently completed second fiscal quarter. Regency Centers, L.P. is a non-accelerated filer - The aggregate market value of voting and non-voting common equity held by non-affiliates for Regency Centers Corporation was **$10.5 billion**[13](index=13&type=chunk) - As of February 15, 2024, Regency Centers Corporation had **184,578,554 shares** of common stock outstanding[14](index=14&type=chunk) Filer Status | Registrant | Filer Status | | :-------------------------- | :-------------------- | | Regency Centers Corporation | Large accelerated filer | | Regency Centers, L.P. | Non-accelerated filer | [Explanatory Note](index=3&type=section&id=EXPLANATORY%20NOTE) This note clarifies the combined reporting of Regency Centers Corporation and Regency Centers, L.P., detailing their structural relationship and the benefits of this approach [Report Combination and Company Structure](index=3&type=section&id=Report%20Combination%20and%20Company%20Structure) This report combines the annual reports of Regency Centers Corporation (Parent Company) and Regency Centers, L.P. (Operating Partnership) for the year ended December 31, 2023. The Parent Company, a REIT, acts as the sole general partner of the Operating Partnership, owning approximately 99.4% of its Common Units and all Preferred Units as of December 31, 2023. The Operating Partnership holds all company assets and conducts substantially all operations - This Annual Report on Form 10-K combines the reports for Regency Centers Corporation (Parent Company) and Regency Centers, L.P. (Operating Partnership)[18](index=18&type=chunk) - The Parent Company is a REIT and the sole general partner of the Operating Partnership, controlling its day-to-day management[19](index=19&type=chunk) Ownership in Operating Partnership (as of Dec 31, 2023) | Entity | Ownership in Operating Partnership (as of Dec 31, 2023) | | :------------- | :------------------------------------------------- | | Parent Company | ~99.4% of Common Units, 100% of Series A and B Preferred Units | [Benefits of Combined Reporting](index=3&type=section&id=Benefits%20of%20Combined%20Reporting) Combining the reports enhances investor understanding by presenting the business as a single entity, eliminates duplicative disclosure for a more streamlined presentation, and creates time and cost efficiencies - Enhances investors' understanding by viewing the business as a whole, consistent with management's operation[23](index=23&type=chunk) - Eliminates duplicative disclosure, providing a more streamlined and readable presentation[23](index=23&type=chunk) - Creates time and cost efficiencies by preparing one combined report instead of two separate ones[23](index=23&type=chunk) [Table of Contents](index=4&type=section&id=TABLE%20OF%20CONTENTS) This section provides an organized listing of all chapters and sub-sections within the report for easy navigation [Forward-Looking Statements](index=6&type=section&id=Forward-Looking%20Statements) This section cautions that certain statements about future financial, business, or market outcomes are forward-looking and subject to risks and uncertainties [Nature of Forward-Looking Statements](index=6&type=section&id=Nature%20of%20Forward-Looking%20Statements) This section clarifies that certain statements in the document regarding future financial, business, legal, or market outcomes are 'forward-looking statements' made under the Private Securities Litigation Reform Act of 1995. These statements are not guarantees of future performance and are subject to various risks and uncertainties - Statements about anticipated financial, business, legal, or other outcomes, including market conditions and outlook, are considered 'forward-looking statements' under the Private Securities Litigation Reform Act of 1995[26](index=26&type=chunk) - Forward-looking statements are not guarantees of future performance and are subject to various risks and uncertainties, as detailed in 'Item 1A. Risk Factors'[26](index=26&type=chunk)[27](index=27&type=chunk) [PART I](index=6&type=section&id=PART%20I) This part covers the company's business overview, risk factors, cybersecurity, properties, and legal proceedings [Item 1. Business](index=6&type=section&id=Item%201.%20Business) This section details Regency's core operations as a REIT, its mission, strategies, competitive landscape, corporate responsibility, and compliance with regulations [Company Overview and Operations](index=6&type=section&id=Company%20Overview%20and%20Operations) Regency Centers Corporation is a fully integrated REIT focused on acquiring, developing, owning, and operating income-producing retail real estate, primarily grocery-anchored neighborhood and community shopping centers in suburban areas across the USA. As of December 31, 2023, the company had interests in 482 properties, totaling 56.8 million square feet of GLA, with a pro-rata share of 48.6 million square feet. The business experienced material growth in 2023 due to the acquisition of Urstadt Biddle Properties Inc. (UBP) - Regency Centers Corporation is a fully integrated real estate company and self-administered and self-managed REIT, operating since 1993[29](index=29&type=chunk) - The company's business involves acquiring, developing, owning, and operating income-producing retail real estate, primarily grocery-anchored neighborhood and community shopping centers in suburban areas of the USA[29](index=29&type=chunk)[30](index=30&type=chunk) Key Metrics (as of Dec 31, 2023) | Metric | Value (as of Dec 31, 2023) | | :--------------------- | :-------------------------- | | Total Properties | 482 (full or partial ownership) | | Total GLA | 56.8 million square feet | | Pro-rata GLA | 48.6 million square feet | [Mission, Vision, and Values](index=6&type=section&id=Mission%2C%20Vision%2C%20and%20Values) Regency's mission is to create thriving environments for retailers and service providers to connect with surrounding neighborhoods and communities, with a vision to elevate quality of life. The company's values emphasize its people, integrity, community connection, responsibility, excellence, and collaboration - Mission: Create thriving environments for retailers and service providers to connect with surrounding neighborhoods and communities[30](index=30&type=chunk) - Vision: Elevate quality of life as an integral thread in the fabric of communities[30](index=30&type=chunk) - Values: Our people are our greatest asset; act with unwavering honesty and integrity; promote philanthropic ideas and support neighborhoods; balance purpose and profit; strive for excellence; succeed together through listening[31](index=31&type=chunk) [Goals and Strategies](index=8&type=section&id=Goals%20and%20Strategies) Regency's goals include owning and managing high-quality, grocery-anchored shopping centers in desirable metro areas, increasing shareholder value through earnings and dividends, and achieving top-tier same property NOI growth. Key strategies involve disciplined development and redevelopment, maintaining a conservative capital structure, implementing leading ESG practices, and fostering an exceptional and diverse team - Goals: Own and manage high-quality, grocery-anchored shopping centers in desirable metro areas; create shareholder value by increasing earnings and dividends per share; maintain an industry-leading development and redevelopment platform; support business with a conservative capital structure; implement leading ESG practices; engage and retain an exceptional and diverse team[34](index=34&type=chunk) - Strategies: Generate same property NOI growth at or near the top of peers; reinvest free cash flow and disposition proceeds into high-quality developments, redevelopments, and acquisitions; maintain a conservative balance sheet for liquidity and cost-effective funding; pursue best-in-class ESG programs; attract, retain, and engage a diverse team guided by values[34](index=34&type=chunk) [Competition and Competitive Advantages](index=8&type=section&id=Competition%20and%20Competitive%20Advantages) Regency is among the largest shopping center owners in the USA but faces competition from numerous companies, individuals, and alternative shopping methods like e-commerce. The company's competitive advantages stem from its market areas, property quality, compelling demographics, tenant relationships, experienced leadership, and development capabilities - Regency is among the largest owners of shopping centers in the USA but faces competition from other companies, individuals, and alternative shopping/delivery methods[32](index=32&type=chunk) - Competitive Advantages: Market areas and shopping center locations; quality of shopping centers (maintenance and renovation standards); compelling demographics; relationships with anchor, shop, and out-parcel tenants; experienced leadership team; ability to successfully develop, redevelop, and acquire shopping centers[35](index=35&type=chunk) [Corporate Responsibility and Human Capital](index=9&type=section&id=Corporate%20Responsibility%20and%20Human%20Capital) Corporate responsibility, including ESG practices, is a foundational strategy for Regency, built on four pillars: Our People, Our Communities, Ethics and Governance, and Environmental Stewardship. The company emphasizes attracting and retaining diverse talent, promoting employee well-being, engaging with communities through philanthropy, maintaining strong governance, and integrating sustainable practices to minimize environmental impact and reduce GHG emissions - Corporate responsibility (ESG) is a foundational strategy built on four pillars: Our People, Our Communities, Ethics and Governance, and Environmental Stewardship[36](index=36&type=chunk)[43](index=43&type=chunk) - These practices are guided by long-term value creation, brand reputation, and culture maintenance[36](index=36&type=chunk)[43](index=43&type=chunk) - As of December 31, 2023, Regency had **497 employees** across 24 market offices nationwide, with no employees represented by a collective bargaining unit[39](index=39&type=chunk) - Human Capital Focus: Attracting and retaining diverse talent, promoting employee well-being, personal and professional development, and maintaining a workplace free from discrimination and harassment[38](index=38&type=chunk)[40](index=40&type=chunk)[41](index=41&type=chunk)[42](index=42&type=chunk) - Community Engagement: Investing in and engaging with communities through property enhancements, placemaking, and employee volunteer/financial support[43](index=43&type=chunk)[44](index=44&type=chunk)[45](index=45&type=chunk) - Environmental Stewardship: Identified eight strategic priorities including green building, energy efficiency, renewable energy, and GHG reduction. Target to reduce absolute Scope 1 and 2 GHG emissions by **28% by 2030** (2019 baseline) and achieve net-zero by 2050[46](index=46&type=chunk)[47](index=47&type=chunk)[50](index=50&type=chunk)[51](index=51&type=chunk)[52](index=52&type=chunk) [Compliance with Governmental Regulations](index=11&type=section&id=Compliance%20with%20Governmental%20Regulations) Regency is subject to various regulatory and tax requirements, including REIT laws, which mandate distributing at least 90% of taxable income to avoid federal income tax. The company also has taxable REIT subsidiaries (TRS) subject to federal and state income taxes. Environmental laws impose potential liability for hazardous substances, though known liabilities are not expected to materially impact financial condition - Regency has elected to be taxed as a REIT, requiring distribution of at least **90% of taxable income** annually to avoid federal income tax[55](index=55&type=chunk) - Certain subsidiaries are designated as Taxable REIT Subsidiaries (TRS), which are subject to federal and state income taxes but have not been material to the company[56](index=56&type=chunk) - The company is subject to environmental laws regarding hazardous substances, primarily from historic dry cleaners and gas stations. Known environmental liabilities are not expected to have a material financial impact[57](index=57&type=chunk) [Information About Our Executive Officers](index=13&type=section&id=Information%20About%20Our%20Executive%20Officers) This section lists Regency's executive officers, their ages, titles, and the effective dates of their current positions. The executive team includes Martin E. Stein, Jr. as Executive Chairman, Lisa Palmer as President and CEO, Michael J. Mas as EVP and CFO, Alan T. Roth as East Region President & COO, and Nicholas A. Wibbenmeyer as West Region President & CIO Executive Officers | Name | Age | Title | Executive Officer in Position Shown Since | | :-------------------- | :-- | :-------------------------------------- | :---------------------------------------- | | Martin E. Stein, Jr. | 71 | Executive Chairman of the Board of Directors | 2020 | | Lisa Palmer | 56 | President and Chief Executive Officer | 2020 | | Michael J. Mas | 48 | Executive Vice President, Chief Financial Officer | 2019 | | Alan T. Roth | 48 | East Region President & Chief Operating Officer | 2023 | | Nicholas A. Wibbenmeyer | 43 | West Region President & Chief Investment Officer | 2023 | [General Information](index=15&type=section&id=General%20Information) Regency's common stock and preferred stocks are listed on the NASDAQ Global Select Market under symbols REG, REGCP, and REGCO, respectively. The company offers a dividend reinvestment plan (DRIP) and its independent registered public accounting firm is KPMG LLP. The 2024 annual meeting of shareholders is scheduled for May 1, 2024, in a virtual-only format - Regency's common stock trades under 'REG', and its preferred stocks trade under 'REGCP' and 'REGCO' on the NASDAQ Global Select Market[63](index=63&type=chunk) - The company offers a dividend reinvestment plan (DRIP) for shareholders[62](index=62&type=chunk) - The 2024 annual meeting of shareholders is expected to be held virtually on Wednesday, May 1, 2024[64](index=64&type=chunk) [Non-GAAP Measures and Defined Terms](index=15&type=section&id=Non-GAAP%20Measures%20and%20Defined%20Terms) Regency utilizes non-GAAP measures like Core Operating Earnings, Nareit EBITDAre, Nareit FFO, NOI, and Pro-rata financial information to supplement GAAP presentations, believing they enhance understanding of operational results and facilitate comparisons with peers. These measures are used for trend analyses, incentive compensation, budgeting, and planning, with reconciliations to GAAP provided to address their inherent limitations - Regency uses non-GAAP measures such as Core Operating Earnings, Nareit EBITDAre, Nareit FFO, NOI, and Pro-rata financial information to improve understanding of operational results and for internal management purposes[65](index=65&type=chunk)[67](index=67&type=chunk)[68](index=68&type=chunk)[70](index=70&type=chunk) - Non-GAAP measures are not alternatives to GAAP but supplement them, with reconciliations provided to compensate for their limitations, such as excluding significant expense/income items[66](index=66&type=chunk)[68](index=68&type=chunk)[69](index=69&type=chunk) - Core Operating Earnings: Excludes certain non-comparable items and non-cash components from Nareit FFO[67](index=67&type=chunk) - Nareit FFO: Excludes gains/impairments of real estate, plus depreciation/amortization, adjusted for unconsolidated partnerships[68](index=68&type=chunk) - NOI: Sum of base rent, percentage rent, recoveries, other lease/property income, less operating/maintenance, real estate taxes, ground rent, and uncollectible lease income[70](index=70&type=chunk) - Pro-rata information: Includes 100% of consolidated properties plus economic share in unconsolidated partnerships, to reflect proportionate economic interest[70](index=70&type=chunk) [Item 1A. Risk Factors](index=20&type=section&id=Item%201A.%20Risk%20Factors) This section outlines various risks impacting Regency, including economic, operational, real estate, environmental, corporate, funding, technology, market, and tax-related factors [Risk Factors Related to the Current Economic and Geopolitical Environments](index=20&type=section&id=Risk%20Factors%20Related%20to%20the%20Current%20Economic%20and%20Geopolitical%20Environments) Regency's operations are exposed to risks from current economic and geopolitical conditions, including rising interest rates impacting borrowing costs, real estate valuation, and stock price. Economic challenges like inflation, labor shortages, and potential recession could adversely affect tenant businesses, leasing activity, and rental rates. Instability in the banking and financial services industry could impair access to capital, and geopolitical conflicts may impact the U.S. economy and consumer spending - Higher interest rates may negatively impact borrowing costs, real estate valuation, and stock price, potentially affecting future business plans and equity capital raising[74](index=74&type=chunk)[75](index=75&type=chunk) - Current economic challenges (inflation, labor shortages, supply chain constraints, decreasing consumer confidence, increasing energy prices) and potential recession may adversely impact tenants' ability to pay rent, leasing activity, and rental rates[76](index=76&type=chunk)[77](index=77&type=chunk)[78](index=78&type=chunk) - Disruption or instability in the banking and financial services industry could impair access to capital, delay access to funds, or result in less favorable financing terms[79](index=79&type=chunk)[80](index=80&type=chunk) - Geopolitical challenges (e.g., Russia-Ukraine war, Middle East conflicts, China's economy) could impact the U.S. economy and consumer spending, leading to rising inflation, interest rates, and supply chain issues[81](index=81&type=chunk) [Risks Relating to Regency's Financial Performance Relating to the Urstadt Biddle Merger](index=22&type=section&id=Risks%20Relating%20to%20Regency%27s%20Financial%20Performance%20Relating%20to%20the%20Urstadt%20Biddle%20Merger) The successful integration of Urstadt Biddle Properties Inc. (UBP) following its acquisition on August 18, 2023, is crucial for realizing anticipated benefits and synergies. Potential difficulties include combining business practices, integrating operations, realizing value from UBP assets, retaining key employees, and managing unforeseen liabilities or increased expenses, which could adversely affect Regency's financial performance and growth - The success of the UBP merger depends on Regency's ability to successfully combine the businesses and realize anticipated benefits and synergies[82](index=82&type=chunk) - Potential integration difficulties include: inability to achieve cost savings, failure to integrate operations and internal systems, inability to realize anticipated value from UBP assets, loss of tenants and commercial relationships, complexities of managing the combined company, failure to retain key employees, disruption of ongoing businesses, and unforeseen liabilities or increased expenses[83](index=83&type=chunk) [Risk Factors Related to Pandemics or other Health Crises](index=24&type=section&id=Risk%20Factors%20Related%20to%20Pandemics%20or%20other%20Health%20Crises) Future pandemics or health crises, similar to COVID-19, could negatively impact tenant financial conditions, property profitability, and access to capital markets. Such events may lead to requests for rent concessions, lease renegotiations, increased online shopping, decreased demand for retail space, and delays in construction due to supply chain and labor constraints, all of which could materially affect Regency's business and financial results - Future pandemics could lead to rent concessions, renegotiations, or tenant failures[85](index=85&type=chunk) - Increased online purchases and reduced demand for physical retail space could result in lower occupancy, higher uncollectible lease income, and downward pressure on rents[86](index=86&type=chunk) - Construction delays due to supply chain and labor constraints could delay rent commencement for new tenants[87](index=87&type=chunk) [Risk Factors Related to Operating Retail-Based Shopping Centers](index=24&type=section&id=Risk%20Factors%20Related%20to%20Operating%20Retail-Based%20Shopping%20Centers) Regency's revenues and cash flow are highly dependent on the retail industry's economic and market conditions. Risks include non-renewal of leases, vacant spaces, modified lease terms, increased e-commerce competition, tenant bankruptcies, and reduced consumer spending. Geographic concentration in California and Florida (23.4% and 19.3% of annualized base rent, respectively) makes the company vulnerable to regional downturns. Dependence on 'anchor' tenants (10,000+ SF) and 'local' tenants (less than 3 locations, 22% of ABR) poses risks if these tenants fail or vacate, potentially triggering co-tenancy clauses or reducing foot traffic. Operating costs may remain constant or increase even with reduced income - Performance is directly linked to retail industry conditions, including lease renewals, new tenant leasing, and lease term modifications[88](index=88&type=chunk)[89](index=89&type=chunk) - Competition from e-commerce and changing consumer habits may reduce demand for physical retail space and impact tenant profitability[90](index=90&type=chunk)[91](index=91&type=chunk) - Geographic concentration in California (**23.4% of ABR**) and Florida (**19.3% of ABR**) makes the company vulnerable to regional economic downturns[92](index=92&type=chunk)[93](index=93&type=chunk) - Loss of 'Anchor Tenants' (≥**10,000 SF**) can reduce rental revenues and trigger co-tenancy clauses for other tenants[95](index=95&type=chunk)[96](index=96&type=chunk) - 'Local Tenants' (<**3 locations**, ~**22% of ABR**) are more vulnerable to economic conditions and changing trends, increasing default risk[97](index=97&type=chunk) - Operating costs (taxes, insurance, utilities) may remain constant or increase even if lease income decreases, impacting cash flows[98](index=98&type=chunk) [Risk Factors Related to Real Estate Investments](index=27&type=section&id=Risk%20Factors%20Related%20to%20Real%20Estate%20Investments) Real estate assets may decline in value and be subject to impairment losses due to changes in operating performance, market conditions, or holding periods, impacting net income. Development, redevelopment, and expansion projects face risks such as delays in approvals, cost overruns, and inability to achieve projected occupancy or returns. Mixed-use developments introduce additional risks due to less experience in non-retail real estate. Property acquisitions carry risks of failing to meet projected occupancy/rental rates, unforeseen liabilities, and underestimating improvement costs. The ability to sell properties when desired is subject to market conditions, and changes in tax laws (e.g., Section 1031 exchanges) could impact acquisition/disposition strategies - Real estate assets may decline in value and incur impairment losses if carrying value exceeds estimated undiscounted cash flows, impacting net income[100](index=100&type=chunk)[101](index=101&type=chunk) - Development and redevelopment projects face risks including delays in government approvals, cost overruns, and failure to achieve projected occupancy or returns[102](index=102&type=chunk)[103](index=103&type=chunk) - Mixed-use commercial properties introduce unique risks due to less experience in non-retail real estate components[104](index=104&type=chunk) - Property acquisitions may fail to achieve projected occupancy/rental rates, reveal unknown liabilities, or incur higher-than-estimated improvement costs[105](index=105&type=chunk)[106](index=106&type=chunk) - Market conditions can limit the ability to sell properties on desired timing or at acceptable prices, impacting liquidity[107](index=107&type=chunk) - Changes in tax laws, particularly regarding Section 1031 like-kind exchanges, could impact tax-efficient property acquisitions and dispositions[108](index=108&type=chunk) [Risk Factors Related to the Environment Affecting Our Properties](index=31&type=section&id=Risk%20Factors%20Related%20to%20the%20Environment%20Affecting%20Our%20Properties) Climate change poses direct risks to properties, particularly those near coasts, through increased storm frequency, rising sea levels, and potential population migration, which could reduce demand for retail space and increase insurance costs. Geographic concentration of properties in areas like California, Florida, and Texas makes the business more vulnerable to natural disasters and severe weather. Environmental remediation costs for hazardous substances, often from historical tenant practices, may adversely impact financial performance and cash flow, with potential for unknown liabilities or changes in regulations - Climate change may directly impact properties through adverse weather patterns (storms, sea-level rise) and population migration, potentially reducing demand for retail space and increasing compliance costs/taxes[109](index=109&type=chunk) - Geographic concentration in California (**18.7% of GLA**), Florida (**20.1%**), and Texas (**7.1%**) makes the portfolio vulnerable to natural disasters and severe weather, leading to higher insurance costs and business disruptions[110](index=110&type=chunk) - Environmental remediation costs for hazardous substances (e.g., from dry cleaners, gas stations, asbestos) may adversely impact financial performance and cash flow, with potential for unknown liabilities or changes in environmental laws[111](index=111&type=chunk) [Risk Factors Related to Corporate Matters](index=33&type=section&id=Risk%20Factors%20Related%20to%20Corporate%20Matters) An increasing focus on ESG metrics and reporting may impose additional costs and risks, including potential negative impacts on stock price and capital raising if the company fails to score well in ratings or comply with new disclosure laws. Uninsured losses or losses exceeding insurance coverage from events like natural disasters or terrorism could lead to significant capital and revenue loss. The inability to attract and retain key personnel may adversely affect business operations due to intense competition for talent - Increased focus on ESG factors may impose additional costs, expose the company to new risks, and potentially impact stock price and ability to raise capital if ESG ratings or disclosures are unfavorable[112](index=112&type=chunk)[113](index=113&type=chunk) - Uninsured losses or losses exceeding insurance coverage (e.g., from named windstorms, earthquakes, terrorism) could result in significant loss of capital and revenue[114](index=114&type=chunk) - Failure to attract and retain key personnel, including executive management, may adversely affect business and operations due to intense competition for talent[115](index=115&type=chunk) [Risk Factors Related to Our Partnerships and Joint Ventures](index=34&type=section&id=Risk%20Factors%20Related%20to%20Our%20Partnerships%20and%20Joint%20Ventures) Regency's investments in real estate partnerships and joint ventures carry risks due to a lack of full voting control, potentially leading to inconsistent objectives, impasses on decisions, or liability for partners' actions. The termination of significant partnerships could adversely affect cash flow and operating results by eliminating asset, property, leasing, and construction management fees, as well as operating income from properties - Lack of voting control in partnerships/joint ventures means objectives may not be pursued, and partners may have inconsistent interests or fail to fund capital contributions[116](index=116&type=chunk) - Disputes with partners could lead to premature termination, litigation, increased costs, and management distraction[117](index=117&type=chunk) - Termination of partnerships owning significant properties could adversely affect cash flow and operating results by eliminating fees and operating income[118](index=118&type=chunk) [Risk Factors Related to Funding Strategies and Capital Structure](index=34&type=section&id=Risk%20Factors%20Related%20to%20Funding%20Strategies%20and%20Capital%20Structure) Regency's funding strategy, which includes property sales to finance acquisitions and developments, may be adversely impacted by higher market capitalization rates or lower Net Operating Income (NOI), potentially diluting earnings. The company relies on external capital sources, which may not always be available on favorable terms, and existing debt covenants can restrict financing flexibility. Increases in interest rates would raise borrowing costs, negatively impacting results, and hedging activities carry risks of counterparty non-performance or ineffectiveness - Higher market capitalization rates or lower NOI may reduce the value of properties for sale, impacting cash generation for acquisitions and developments[119](index=119&type=chunk)[120](index=120&type=chunk) - Dependence on external capital sources means financing may not be available on favorable terms, and existing debt covenants limit flexibility[121](index=121&type=chunk)[122](index=122&type=chunk) - Inability to refinance debt on acceptable terms could force property dispositions or unfavorable financing, reducing cash flow for distributions[123](index=123&type=chunk)[124](index=124&type=chunk) - Increases in interest rates would raise borrowing costs on variable-rate debt and refinancing, negatively impacting earnings and cash flows[125](index=125&type=chunk)[126](index=126&type=chunk) - Hedging activities carry risks of counterparty failure or ineffectiveness in mitigating interest rate changes[127](index=127&type=chunk) [Risk Factors Related to Information Management and Technology](index=36&type=section&id=Risk%20Factors%20Related%20to%20Information%20Management%20and%20Technology) Unauthorized access, theft, or destruction of sensitive data in information systems, including through cyber-attacks, could damage Regency's reputation, lead to tenant/employee loss, financial impact, and legal liabilities. Despite cybersecurity investments, such breaches may occur. The use of artificial intelligence (AI) presents risks related to confidentiality, inaccurate outputs leading to flawed decisions, and emerging regulatory challenges, which could adversely affect business efficiency and results of operations - Unauthorized access, theft, or destruction of tenant/employee personal data or proprietary information due to cybersecurity incidents (e.g., ransomware) could damage reputation, lead to financial impact, and legal liabilities[128](index=128&type=chunk)[129](index=129&type=chunk) - Information systems are vulnerable to damage from computer viruses, natural disasters, and telecommunication failures[130](index=130&type=chunk) - Use of artificial intelligence (AI) presents risks including leakage of sensitive information, creation of inaccurate outputs leading to flawed decisions, and emerging regulatory risks that could limit AI use or incur penalties[131](index=131&type=chunk)[132](index=132&type=chunk) [Risk Factors Related to the Market Price for Our Securities](index=38&type=section&id=Risk%20Factors%20Related%20to%20the%20Market%20Price%20for%20Our%20Securities) The market price of Regency's debt and equity securities can fluctuate significantly due to various factors beyond its control, including operating results, earnings estimates, analyst reports, interest rate changes, market valuations, and strategic actions. A decline in stock price could hinder the ability to raise additional equity capital. There is no assurance that current or historical dividend rates will be maintained, and changes in dividend payments could adversely affect stock price - Market price of securities can fluctuate due to operating results, earnings estimates, analyst reports, interest rates, market valuations, and strategic actions[133](index=133&type=chunk) - A decrease in common stock market price may reduce the ability to raise additional equity capital and dilute existing stockholders[134](index=134&type=chunk) - No assurance that dividends will continue at current or historical rates; changes could adversely affect the market price of common stock[135](index=135&type=chunk) [Risk Factors Related to Taxes and the Parent Company's Qualification as a REIT](index=40&type=section&id=Risk%20Factors%20Related%20to%20Taxes%20and%20the%20Parent%20Company%27s%20Qualification%20as%20a%20REIT) Failure to qualify as a REIT would subject the Parent Company to federal income tax at corporate rates, significantly reducing cash for dividends and adversely affecting security value. REIT qualification is complex, with strict requirements (e.g., 95% gross income from passive sources, 90% taxable income distribution), and changes in tax laws or interpretations could make qualification more difficult. Dividends paid by REITs generally do not qualify for reduced tax rates for individuals, potentially making REIT investments less attractive. Failure to qualify as a 'domestically controlled' REIT could subject foreign stockholders to U.S. federal income tax on stock dispositions. Complying with REIT requirements may also limit effective hedging and expose the company to partnership tax audit rules - Failure to qualify as a REIT would subject the Parent Company to federal income tax at regular corporate rates, significantly reducing cash for dividends and adversely affecting security value[136](index=136&type=chunk)[137](index=137&type=chunk) - REIT qualification is complex, requiring adherence to technical rules (e.g., **95% gross income** from passive sources, **90% taxable income** distribution), and is subject to IRS/court interpretations and potential legislative changes[138](index=138&type=chunk)[139](index=139&type=chunk)[140](index=140&type=chunk)[141](index=141&type=chunk) - Dividends paid by REITs generally do not qualify for reduced tax rates for individuals, potentially making REITs less attractive compared to C corporations[142](index=142&type=chunk) - Failure to qualify as a 'domestically controlled' REIT could subject foreign stockholders to U.S. federal income tax on stock dispositions[143](index=143&type=chunk) - REIT requirements may limit effective hedging strategies and expose the company to partnership tax audit rules, potentially incurring additional taxes at the partnership level[144](index=144&type=chunk)[145](index=145&type=chunk)[146](index=146&type=chunk)[147](index=147&type=chunk) [Risk Factors Related to the Company's Common Stock](index=42&type=section&id=Risk%20Factors%20Related%20to%20the%20Company%27s%20Common%20Stock) Restrictions on common stock ownership (e.g., 7% limit to preserve REIT status) may delay or prevent a change in control. Future equity issuances for acquisitions, capital market transactions, or employee awards could dilute existing stockholders' ownership. The Board's authority to issue preferred or special common stock with superior rights could further dilute voting power or reduce common stock value - Ownership restrictions (e.g., **7% limit**) to preserve REIT status may delay or prevent a change in control[148](index=148&type=chunk) - Future equity issuances for acquisitions, capital market transactions, or equity awards could dilute stockholders' percentage ownership[150](index=150&type=chunk)[151](index=151&type=chunk) - The Board's authority to issue preferred or special common stock with preferences over common stock could dilute voting power or reduce common stock value[152](index=152&type=chunk) [Item 1B. Unresolved Staff Comments](index=44&type=section&id=Item%201B.%20Unresolved%20Staff%20Comments) This section indicates there are no unresolved comments from the SEC staff regarding the company's prior filings [Item 1C. Cybersecurity](index=44&type=section&id=Item%201C.%20Cybersecurity) This section describes Regency's cybersecurity risk management, strategy, and governance framework [Cybersecurity Risk Management and Strategy](index=44&type=section&id=Cybersecurity%20Risk%20Management%20and%20Strategy) Regency employs a tiered cybersecurity management and oversight structure, integrating it into its overall risk management program. The strategy focuses on five pillars: identification, protection, detection, response, and recovery, aiming to safeguard information confidentiality, security, and availability. The company also manages third-party cybersecurity risks based on likelihood and potential impact. No material cybersecurity incidents have occurred since January 1, 2021, and no material impact is reasonably likely in the near term - Regency's cybersecurity strategy is integrated into its overall risk management program, with a tiered management and oversight structure[154](index=154&type=chunk)[155](index=155&type=chunk) - Core strategy pillars: identification, protection, detection, response, and recovery, tailored to business needs[156](index=156&type=chunk) - Primary goal: Proactively safeguard confidentiality, security, and availability of collected and stored information[157](index=157&type=chunk) - Third-party risk management: Risk-based approach, prioritizing efforts based on likelihood and potential impact of threats[157](index=157&type=chunk) - No material cybersecurity incidents have affected the company since January 1, 2021, and no material impact is reasonably likely in the near term[159](index=159&type=chunk) [Cybersecurity Governance](index=46&type=section&id=Cybersecurity%20Governance) The Audit Committee of the Board of Directors oversees Regency's cybersecurity risk management program, receiving quarterly updates from the Cyber Risk Committee (CRC) and Chief Information Security Officer (CISO). The CRC, comprising diverse management leadership, leads the program, including risk identification, assessment, management, and reporting to the Executive Committee and Audit Committee - The Audit Committee of the Board of Directors oversees the cybersecurity risk management program, receiving quarterly updates from the Cyber Risk Committee (CRC) and CISO[161](index=161&type=chunk) - The CRC, designated by the Executive Committee and Audit Committee, leads the cybersecurity program, covering risk identification, assessment, management, prevention, mitigation, and resource allocation[162](index=162&type=chunk) - CRC membership includes management with diverse expertise in IT, network security, governance, accounting, financial controls, and legal matters[163](index=163&type=chunk) [Item 2. Properties](index=47&type=section&id=Item%202.%20Properties) This section provides an overview of Regency's consolidated and unconsolidated property portfolios, top tenants, lease expirations, and detailed property listings [Consolidated Properties Overview](index=47&type=section&id=Consolidated%20Properties%20Overview) As of December 31, 2023, Regency's consolidated portfolio comprised 381 shopping centers, totaling 43.8 million square feet of Gross Leasable Area (GLA), with a 94.9% leased rate. Florida and California represent the largest holdings by GLA, with weighted average annual effective rent of $24.67 per square foot Consolidated Portfolio Summary (as of Dec 31, 2023) | Metric | December 31, 2023 | | :-------------------------------- | :------------------ | | Number of Properties | 381 | | GLA (in thousands) | 43,758 | | Percent of Total GLA | 100.0% | | Percent Leased | 94.9% | | Weighted Average Annual Effective Rent PSF | $24.67 | Consolidated Properties by Location (as of Dec 31, 2023) | Location | Number of Properties (2023) | GLA (in thousands, 2023) | Percent of Total GLA (2023) | Percent Leased (2023) | | :------------- | :-------------------------- | :----------------------- | :-------------------------- | :-------------------- | | Florida | 88 | 10,767 | 24.6 % | 95.1 % | | California | 54 | 8,300 | 19.0 % | 94.9 % | | Connecticut | 43 | 3,702 | 8.5 % | 92.5 % | | New York | 42 | 3,399 | 7.8 % | 88.7 % | | Texas | 26 | 3,288 | 7.5 % | 97.3 % | [Unconsolidated Properties Overview](index=48&type=section&id=Unconsolidated%20Properties%20Overview) Regency's unconsolidated portfolio, as of December 31, 2023, included 101 properties with a total GLA of 13.1 million square feet, 96.6% leased. California and Virginia represent the largest holdings by GLA in this segment, with a weighted average annual effective rent of $24.04 per square foot Unconsolidated Portfolio Summary (as of Dec 31, 2023) | Metric | December 31, 2023 | | :-------------------------------- | :------------------ | | Number of Properties | 101 | | GLA (in thousands) | 13,067 | | Percent of Total GLA | 100.0% | | Percent Leased | 96.6% | | Weighted Average Annual Effective Rent PSF | $24.04 | Unconsolidated Properties by Location (as of Dec 31, 2023) | Location | Number of Properties (2023) | GLA (in thousands, 2023) | Percent of Total GLA (2023) | Percent Leased (2023) | | :------------- | :-------------------------- | :----------------------- | :-------------------------- | :-------------------- | | California | 17 | 2,320 | 17.8 % | 98.4 % | | Virginia | 14 | 1,982 | 15.2 % | 92.7 % | | Maryland | 9 | 848 | 6.5 % | 96.0 % | | North Carolina | 7 | 1,237 | 9.5 % | 97.9 % | | Washington | 7 | 874 | 6.7 % | 98.0 % | [Top Tenants and Lease Expirations](index=49&type=section&id=Top%20Tenants%20and%20Lease%20Expirations) Regency's top tenants, based on annualized base rent as of December 31, 2023, are predominantly grocers, including Publix, Albertsons, and Kroger, reflecting a strategy to anchor centers with market-leading grocery stores. The company has 1,081 leases expiring in 2024, representing 3.9 million square feet of GLA with an average base rent of $23.74 PSF. Demand for retail space in high-quality centers remains strong, but inflationary pressures could impact future rent growth - The average base rent of new leases signed during 2023 was **$29.89 PSF**, indicating positive rent spreads[171](index=171&type=chunk) Top Tenants by Annualized Base Rent (2023) | Tenant | Percent of Annualized Base Rent (2023) | Number of Leased Stores | | :-------------------------- | :------------------------------------- | :---------------------- | | Publix | 3.0 % | 68 | | Albertsons Companies, Inc. | 3.0 % | 53 | | Kroger Co. | 2.7 % | 52 | | Amazon/Whole Foods | 2.6 % | 38 | | TJX Companies, Inc. | 2.6 % | 70 | | Top Tenants (Total) | 31.6 % | 971 | Lease Expirations by Year (as of Dec 31, 2023) | Lease Expiration Year | Number of Tenants with Expiring Leases | Pro-rata Expiring GLA (in thousands) | Percent of Total Company GLA | In Place Annual Base Rent Expiring Under Leases (in thousands) | Percent of In Place Annual Base Rent | Average Annual Base Rent PSF | | :-------------------- | :------------------------------------- | :----------------------------------- | :--------------------------- | :----------------------------------------------------------- | :----------------------------------- | :--------------------------- | | 2024 | 1,081 | 3,902 | 8.6 % | $92,635 | 8.4 % | $23.74 | | 2025 | 1,358 | 5,552 | 12.3 % | $136,495 | 12.4 % | $24.58 | | 2026 | 1,256 | 5,648 | 12.5 % | $137,458 | 12.5 % | $24.34 | | 2027 | 1,316 | 6,280 | 13.9 % | $155,730 | 14.2 % | $24.80 | | 2028 | 1,272 | 5,915 | 13.1 % | $154,464 | 14.1 % | $26.11 | | Total | 9,324 | 45,195 | 100.0 % | $1,098,602 | 100.0 % | $24.31 | [Detailed Property Listings](index=51&type=section&id=Detailed%20Property%20Listings) This section provides detailed information for each consolidated and unconsolidated property, including its Core-Based Statistical Area (CBSA), state, ownership interest, acquisition year, last major renovation year, mortgages or encumbrances, Gross Leasable Area (GLA), percent leased, average base rent per square foot (PSF), and major tenants. It highlights the diverse portfolio across various states and metropolitan areas - The tables provide detailed information for each property, including ownership interest, year acquired, last major renovation, GLA, percent leased, average base rent PSF, and major tenants[175](index=175&type=chunk)[177](index=177&type=chunk)[179](index=179&type=chunk)[181](index=181&type=chunk)[182](index=182&type=chunk)[184](index=184&type=chunk)[186](index=186&type=chunk)[188](index=188&type=chunk)[190](index=190&type=chunk)[192](index=192&type=chunk)[194](index=194&type=chunk)[196](index=196&type=chunk) - Properties are located across various states and CBSAs, with major tenants often including grocery stores and national retailers[175](index=175&type=chunk)[177](index=177&type=chunk)[179](index=179&type=chunk)[181](index=181&type=chunk)[182](index=182&type=chunk)[184](index=184&type=chunk)[186](index=186&type=chunk)[188](index=188&type=chunk)[190](index=190&type=chunk)[192](index=192&type=chunk)[194](index=194&type=chunk)[196](index=196&type=chunk) [Item 3. Legal Proceedings](index=74&type=section&id=Item%203.%20Legal%20Proceedings) This section confirms Regency's involvement in ordinary course legal proceedings, with no expected material adverse effects [Overview of Legal Proceedings](index=74&type=section&id=Overview%20of%20Legal%20Proceedings) Regency is involved in various legal proceedings in the ordinary course of business but is not currently engaged in any litigation that is expected to have a material adverse effect on its financial position or results of operations. Further details on commitments and contingencies are provided in Note 16 to the financial statements - Regency is a party to various legal proceedings arising in the ordinary course of business[198](index=198&type=chunk) - No current or threatened litigation is expected to have a material adverse effect on the company's financial position or results of operations[198](index=198&type=chunk) - Further discussion on material legal proceedings and contingencies can be found in Note 16 - Commitments and Contingencies[199](index=199&type=chunk) [Item 4. Mine Safety Disclosures](index=74&type=section&id=Item%204.%20Mine%20Safety%20Disclosures) This section indicates that the company has no mine safety disclosures to report [PART II](index=74&type=section&id=PART%20II) This part covers market information for common equity, related stockholder matters, issuer purchases, and management's discussion and analysis [Item 5. Market for the Registrant's Common Equity, Related Stockholder Matters, and Issuer Purchases of Equity Securities](index=74&type=section&id=Item%205.%20Market%20for%20the%20Registrant%27s%20Common%20Equity%2C%20Related%20Stockholder%20Matters%2C%20and%20Issuer%20Purchases%20of%20Equity%20Securities) This section details the market for Regency's common stock, dividend policy, equity compensation plans, and share repurchase activities [Common Stock Market and Dividends](index=74&type=section&id=Common%20Stock%20Market%20and%20Dividends) Regency's common stock is listed on the NASDAQ Global Select Market under the symbol "REG". As of February 5, 2024, there were 112,794 holders of common stock. The company intends to pay regular quarterly distributions to maintain its REIT status, with future dividends declared at the Board's discretion based on operating results, financial condition, and capital requirements. A dividend reinvestment plan (DRIP) is available to shareholders - Regency's common stock is listed on the NASDAQ Global Select Market under the symbol "REG"[202](index=202&type=chunk) - As of February 5, 2024, there were **112,794 holders** of common stock[202](index=202&type=chunk) - The company intends to pay regular quarterly distributions to maintain its REIT status, generally requiring at least **90% of REIT taxable income** to be distributed[203](index=203&type=chunk) [Issuer Purchases of Equity Securities](index=74&type=section&id=Issuer%20Purchases%20of%20Equity%20Securities) During the quarter ended December 31, 2023, Regency did not make any open market purchases of its common stock under publicly announced plans or programs. However, the Operating Partnership issued 181,885 exchangeable operating partnership units to partially fund an acquisition. The Board has authorized a $250 million common stock repurchase program expiring February 7, 2025, with $230 million remaining available - The Operating Partnership issued **181,885 exchangeable operating partnership units** in Q4 2023 to partially fund an acquisition[205](index=205&type=chunk) - A **$250 million** common stock repurchase program, authorized by the Board, expires on February 7, 2025, with **$230 million** remaining available[206](index=206&type=chunk) Issuer Purchases of Equity Securities (Q4 2023) | Period | Total number of shares purchased | Total number of shares purchased as part of publicly announced plans or programs | Average price paid per share | Maximum number or approximate dollar value of shares that may yet be purchased under the plans or programs | | :-------------------------------- | :------------------------------- | :----------------------------------------------------------------------- | :--------------------------- | :------------------------------------------------------------------------------------------------- | | October 1, 2023, through October 31, 2023 | — | — | — | $230,000,011 | | November 1, 2023, through November 30, 2023 | — | — | — | $230,000,011 | | December 1, 2023, through December 31, 2023 | — | — | — | $230,000,011 | [Performance Graph](index=76&type=section&id=Performance%20Graph) The performance graph illustrates Regency's cumulative total shareholder return relative to the S&P 500 Index, the FTSE Nareit Equity REIT Index, and the FTSE Nareit Equity Shopping Centers index since December 31, 2018. As of December 31, 2023, Regency's return was 140.38, compared to 207.21 for the S&P 500, 142.83 for FTSE NAREIT Equity REITs, and 146.32 for FTSE NAREIT Equity Shopping Centers Cumulative Total Shareholder Return | Index | 12/31/18 | 12/31/19 | 12/31/20 | 12/31/21 | 12/31/22 | 12/31/23 | | :-------------------------------- | :------- | :------- | :------- | :------- | :------- | :------- | | Regency Centers Corporation | $100.00 | 111.42 | 84.78 | 145.30 | 125.60 | 140.38 | | S&P 500 | 100.00 | 131.49 | 155.68 | 200.37 | 164.08 | 207.21 | | FTSE NAREIT Equity REITs | 100.00 | 126.00 | 115.92 | 166.04 | 125.58 | 142.83 | | FTSE NAREIT Equity Shopping Centers | 100.00 | 125.03 | 90.47 | 149.32 | 130.60 | 146.32 | [Item 6. Reserved](index=76&type=section&id=Item%206.%20Reserved) This item is reserved and contains no information [Item 7. Management's Discussion and Analysis of Financial Condition and Results of Operations](index=77&type=section&id=Item%207.%20Management%27s%20Discussion%20and%20Analysis%20of%20Financial%20Condition%20and%20Results%20of%20Operations) This section provides management's perspective on Regency's financial condition, operational results, liquidity, capital resources, and critical accounting estimates for the reporting period [Executing on our Strategy](index=77&type=section&id=Executing%20on%20our%20Strategy) In 2023, Regency's net income attributable to common shareholders was $359.5 million, down from $482.9 million in 2022 (which included $109.0 million in gains on real estate sales). The company completed the UBP acquisition, grew Pro-rata same property NOI by 1.7%, executed 1,839 leasing transactions with positive rent spreads of 10.0%, and maintained high occupancy rates (95.1% total portfolio, 95.7% same property). Development and redevelopment projects in process totaled $468.1 million, with $87.4 million completed at an 8.7% stabilized yield. The company maintained a conservative capital structure with a Pro-rata net debt-to-operating EBITDAre ratio of 5.4x and secured $400 million in senior unsecured debt in January 2024 to manage upcoming maturities - Completed the acquisition of UBP, adding over **70 properties** and growing the portfolio[209](index=209&type=chunk) - Pro-rata same property NOI, excluding termination fees, grew **1.7% YoY**[210](index=210&type=chunk) - Executed **1,839 new and renewal leasing transactions** (**6.9 million Pro-rata SF**) with positive rent spreads of **10.0% in 2023** (vs. **7.4% in 2022**)[210](index=210&type=chunk) - Total property portfolio **95.1% leased**; same property portfolio **95.7% leased** (as of Dec 31, 2023)[210](index=210&type=chunk) - Estimated Pro-rata project costs for in-process development/redevelopment: **$468.1 million** (up from **$300.9 million in 2022**)[210](index=210&type=chunk) - Development/redevelopment projects completed in 2023: **$87.4 million** estimated net project costs, **8.7% average stabilized yield**[210](index=210&type=chunk) - Pro-rata net debt-to-operating EBITDAre ratio (trailing 12 months): **5.4x** (2023) vs. **5.0x** (2022)[210](index=210&type=chunk) - Priced **$400 million** senior unsecured debt offering in January 2024 to reduce line of credit and repay **$250 million** unsecured debt maturing in June 2024[210](index=210&type=chunk) - Amended Line agreement in January 2024 to increase borrowing capacity to **$1.5 billion** and extend maturity to March 23, 2028[210](index=210&type=chunk) Net Income Attributable to Common Shareholders (in millions) | Metric | Year Ended December 31, 2023 | Year Ended December 31, 2022 | | :------------------------------------- | :--------------------------- | :--------------------------- | | Net income attributable to common shareholders | $359.5 million | $482.9 million | | Gains on sale of real estate (included in Net income) | N/A | $109.0 million | [UBP Acquisition](index=78&type=section&id=UBP%20Acquisition) Regency completed the all-stock acquisition of Urstadt Biddle Properties Inc. (UBP) on August 18, 2023. Each UBP common share converted into 0.347 of a Parent Company common share, and UBP preferred stock converted into Parent Company preferred stock. The acquisition totaled $1.14 billion, adding 74 properties (5.3 million SF of GLA) to Regency's portfolio, with UBP's consolidated results included from the closing date - Regency completed the acquisition of Urstadt Biddle Properties Inc. (UBP) on August 18, 2023, in an all-stock transaction[211](index=211&type=chunk) - The acquisition added **74 properties** (**5.3 million SF of GLA**), including 10 properties held through real estate partnerships[212](index=212&type=chunk) UBP Acquisition Purchase Price (in thousands) | Component | Purchase Price (in thousands) | | :-------------------------------- | :---------------------------- | | Value of common stock issued for acquisition | $818,530 | | Debt repaid | $39,266 | | Preferred stock converted | $225,000 | | Transaction costs | $57,197 | | Other cash payments | $68 | | **Total purchase price** | **$1,140,061** | [Leasing Activity and Significant Tenants](index=78&type=section&id=Leasing%20Activity%20and%20Significant%20Tenants) Regency's total property portfolio was 95.1% leased as of December 31, 2023, an increase from 94.8% in 2022, primarily driven by favorable leasing activity in Shop Space. The company executed 1,839 new and renewal leases in 2023, covering 6.9 million Pro-rata SF, with positive rent spreads of 10.0%. Top tenants are predominantly grocers, and the company actively manages risks through diversification and anchoring centers with market-leading grocery stores. Tenants in bankruptcy represent 0.5% of Pro-rata annual base rent - Tenants currently in bankruptcy represent an aggregate of **0.5% of Pro-rata annual base rent**, primarily related to Rite Aid[220](index=220&type=chunk) Percent Leased by Property Type | Metric | December 31, 2023 | December 31, 2022 | | :-------------------------- | :---------------- | :---------------- | | Percent Leased – All properties | 95.1 % | 94.8 % | | Anchor Space (≥ 10,000 SF) | 96.7 % | 96.8 % | | Shop Space (< 10,000 SF) | 92.4 % | 91.5 % | Leasing Transaction Summary | Lease Type | Year Ended Dec 31, 2023 (SF in thousands) | Year Ended Dec 31, 2022 (SF in thousands) | | :-------------------- | :--------------------------------------- | :--------------------------------------- | | Total Leases (Transactions) | 1,839 | 1,981 | | Total Leases (SF) | 6,906 | 7,337 | | New and Renewal Rent Spreads | +10.0% | +7.4% | | Weighted-average base rent PSF on signed Shop Space leases (2023) | $37.82 | N/A | | Weighted average annual base rent PSF of Shop Space leases due to expire in next 12 months | $34.73 | N/A | Top Anchor Tenants by Annual Base Rent (2023) | Anchor Tenant | Percentage of Annual Base Rent (2023) | | :-------------------------- | :------------------------------------ | | Publix | 3.0 % | | Albertsons Companies, Inc. | 3.0 % | | Kroger Co. | 2.7 % | | Amazon/Whole Foods | 2.6 % | | TJX Companies, Inc. | 2.6 % | [Results from Operations](index=82&type=section&id=Results%20from%20Operations) Regency's total revenues increased by $98.4 million to $1.32 billion in 2023, primarily due to a $96.5 million increase in total lease income, driven by the UBP acquisition, higher occupancy, rent steps, and positive rent spreads. Operating expenses increased by $102.6 million to $854.3 million, mainly due to higher depreciation and amortization from the UBP acquisition and increased property operating expenses. Net income attributable to common shareholders decreased to $359.5 million in 2023 from $482.9 million in 2022, largely due to lower gains on real estate sales in 2023 - Total lease income increased **$96.5 million**, driven by: **$36.5 million** from UBP acquisition, **$32.1 million** net increase from same properties (occupancy, rent steps, positive spreads), **$14.4 million** decrease in uncollectible lease income (due to 2022 collections), and **$8.3 million** increase in above/below market rent amortization[221](index=221&type=chunk)[222](index=222&type=chunk) - Depreciation and amortization increased **$32.6 million**, primarily from the UBP acquisition (**$24.0 million**) and redevelopment projects (**$5.1 million**)[223](index=223&type=chunk) - Property operating expense increased **$33.1 million**, mainly from UBP acquisition (**$8.1 million**) and same properties due to higher recoverable common area costs (**$18.3 million**)[225](index=225&type=chunk) - Real estate taxes increased **$15.8 million**, primarily from UBP acquisition (**$8.9 million**) and increased assessments across the portfolio (**$4.8 million**)[227](index=227&type=chunk) - General and administrative costs increased **$17.9 million**, mainly due to changes in deferred compensation plan participant obligations (**$10.9 million**) and higher compensation costs (**$8.3 million**)[227](index=227&type=chunk) - Net investment income increased **$12.6 million**, driven by **$11.0 million** gains on investments in the non-qualified deferred compensation plan and **$1.6 million** gains in the captive insurance company[227](index=227&type=chunk) Consolidated Financial Performance (in thousands) | Metric (in thousands) | 2023 | 2022 | Change | | :------------------------------------------ | :--------- | :--------- | :------- | | Total revenues | $1,322,466 | $1,224,022 | $98,444 | | Total operating expenses | $854,316 | $751,709 | $102,607 | | Net income attributable to common shareholders | $359,500 | $482,865 | $(123,365) | Equity in Income of Real Estate Partnerships (in thousands) | Partnership | 2023 Equity in Income (in thousands) | 2022 Equity in Income (in thousands) | Change (in thousands) | | :------------------------------------ | :----------------------------------- | :----------------------------------- | :-------------------- | | GRI - Regency, LLC | $35,901 | $35,819 | $82 | | Equity One JV Portfolio LLC ("NYC") | $84 | $9,173 | $(9,089) | | RegCal, LLC | $2,912 | $4,499 | $(1,587) | | Total equity in income of investments in real estate partnerships | $50,541 | $59,824 | $(9,283) | [Supplemental Earnings Information](index=88&type=section&id=Supplemental%20Earnings%20Information) Regency uses non-GAAP measures like Pro-rata Same Property NOI, Nareit FFO, and Core Operating Earnings to provide additional insights into its operational performance. In 2023, Pro-rata same property NOI, excluding termination fees, grew by 1.7% to $901.8 million, driven by increased base rent and tenant recoveries. Nareit FFO attributable to common stock and unit holders increased to $736.1 million in 2023 from $707.8 million in 2022, and Core Operating Earnings increased to $700.9 million from $660.8 million - Regency uses non-GAAP measures like Pro-rata Same Property NOI, Nareit FFO, and Core Operating Earnings to enhance understanding of operating results and for internal performance analysis[230](index=230&type=chunk)[231](index=231&type=chunk) - Pro-rata same property NOI growth was primarily due to a **$32.2 million** increase in base rent (from rent steps, positive rental spreads, occupancy increases, and redevelopment completions) and a **$19.4 million** increase in tenant recoveries[233](index=233&type=chunk) - Uncollectible lease income decreased by **$14.9 million**, primarily due to 2022 collections of previously reserved amounts[233](index=233&type=chunk) Non-GAAP Earnings Metrics (in thousands) | Metric (in thousands) | 2023 | 2022 | Change | Growth Rate | | :------------------------------------------ | :--------- | :--------- | :------- | :---------- | | Pro-rata same property NOI, excluding termination fees / expense | $901,763 | $886,638 | $15,125 | 1.7 % | | Nareit FFO attributable to common stock and unit holders | $736,086 | $707,764 | $28,322 | 4.0 % | | Core Operating Earnings | $700,856 | $660,840 | $40,016 | 6.1 % | [Liquidity and Capital Resources](index=91&type=section&id=Liquidity%20and%20Capital%20Resources) Regency manages its liquidity and capital resources through cash flows from operations, borrowings from its unsecured line of credit, property sales, and debt/equity issuances. The company expects to meet its capital needs for the next year, including $677.8 million for leasing commissions, tenant improvements, developments, redevelopments, and debt repayment, leveraging its $85.0 million unrestricted cash and $1.1 billion available on its line of credit. The company maintains a high percentage of unencumbered assets (87.1% of wholly-owned real estate) and was in compliance with all debt covenants as of December 31, 2023 - Regency uses cash flows from operations, unsecured line of credit, property sales, and debt/equity issuances to fund operations and capital needs[238](index=238&type=chunk)[240](index=240&type=chunk) - **87.1%** of wholly-owned real estate assets were unencumbered as of December 31, 2023[247](index=247&type=chunk) - Trailing 12-month fixed charge coverage ratio (including partnerships) was **4.7x** (2023) vs. **4.6x** (2022)[247](index=247&type=chunk) - Pro-rata net debt and Preferred Stock-to-operating EBITDAre adjusted ratio (trailing 12 months) was **5.4x** (2023) vs. **5.0x** (2022)[248](index=248&type=chunk) - The company was in compliance with all debt

Regency Centers Corporation (NASDAQ:REG) Q4 2023 Earnings Conference Call February 9, 2024 11:00 AM ET Company Participants Christy McElroy - Senior Vice President, Capital Markets Lisa Palmer - President and Chief Executive Officer Alan Roth - East Region President and Chief Operating Officer Nick Wibbenmeyer - West Region President and Chief Investment Officer Mike Mas - Executive Vice President and Chief Financial Officer Conference Call Participants Michael Goldsmith - UBS Dori Kesten - Wells Fargo Jeff ...

[Explanatory Note](index=2&type=section&id=Explanatory%20Note) This section clarifies the combined reporting structure for Regency Centers Corporation and its Operating Partnership, which are managed as a single business entity [Combined Reporting Structure](index=2&type=section&id=Combined%20Reporting%20Structure) This report combines quarterly filings for Regency Centers Corporation, a REIT and general partner, and its controlled subsidiary, Regency Centers, L.P., which holds all company assets and conducts business operations - Regency Centers Corporation (Parent Company) is a REIT and the general partner of the Operating Partnership, owning approximately **99.4%** of its Common Units as of September 30, 2023[7](index=7&type=chunk) - The Parent Company's only material asset is its ownership of the Operating Partnership, which holds all company assets, incurs most debt, and generates capital for business operations[9](index=9&type=chunk) - The primary differences in consolidated financial statements between the two entities are in shareholders' equity versus partners' capital and the treatment of noncontrolling interests, while assets and liabilities remain identical[10](index=10&type=chunk)[13](index=13&type=chunk) [PART I - FINANCIAL INFORMATION](index=6&type=section&id=PART%20I%20-%20FINANCIAL%20INFORMATION) This section provides the unaudited consolidated financial statements and management's discussion and analysis of financial condition and results of operations [Item 1. Financial Statements](index=6&type=section&id=Item%201.%20Financial%20Statements) This section presents the unaudited consolidated financial statements for both Regency Centers Corporation and Regency Centers, L.P. for the periods ended September 30, 2023, and 2022, including balance sheets, statements of operations, comprehensive income, equity/capital, cash flows, and detailed notes [Regency Centers Corporation Financial Statements](index=6&type=section&id=Regency%20Centers%20Corporation%20Financial%20Statements) Consolidated financial statements for Regency Centers Corporation show total assets increased to **$12.4 billion** as of September 30, 2023, from **$10.9 billion** at year-end 2022, with total revenues growing to **$962.9 million** for the nine months ended September 30, 2023, while net income decreased to **$273.1 million** due to a 2022 gain on sale Regency Centers Corporation - Key Financial Data (in thousands of US Dollars) | Financial Metric | Nine Months Ended Sep 30, 2023 | Nine Months Ended Sep 30, 2022 | | :--- | :--- | :--- | | **Total Revenues** | $962,862 | $909,505 | | **Net Income Attributable to Common Shareholders** | $273,139 | $387,602 | | **Diluted EPS** | $1.57 | $2.26 | | **Total Assets (as of period end)** | $12,381,414 | N/A | | **Total Liabilities (as of period end)** | $5,149,887 | N/A | | **Total Equity (as of period end)** | $7,231,527 | N/A | Regency Centers Corporation - Cash Flow Summary (Nine Months Ended, in thousands of US Dollars) | Cash Flow Activity | Sep 30, 2023 | Sep 30, 2022 | | :--- | :--- | :--- | | Net Cash from Operating Activities | $547,685 | $528,242 | | Net Cash used in Investing Activities | ($231,527) | ($111,867) | | Net Cash used in Financing Activities | ($303,864) | ($356,418) | [Regency Centers, L.P. Financial Statements](index=13&type=section&id=Regency%20Centers%2C%20L.P.%20Financial%20Statements) The financial statements for Regency Centers, L.P. mirror the Parent Company's assets and liabilities, totaling **$12.4 billion** and **$5.1 billion** respectively, with net income attributable to common unit holders at **$274.6 million** for the nine months ended September 30, 2023 - The assets and liabilities of the Operating Partnership are identical to those of the Parent Company, as the Operating Partnership holds all the assets of the consolidated company[13](index=13&type=chunk)[35](index=35&type=chunk) Regency Centers, L.P. - Key Financial Data (in thousands of US Dollars) | Financial Metric | Nine Months Ended Sep 30, 2023 | Nine Months Ended Sep 30, 2022 | | :--- | :--- | :--- | | **Total Revenues** | $962,862 | $909,505 | | **Net Income Attributable to Common Unit Holders** | $274,629 | $389,296 | | **Diluted EPU** | $1.57 | $2.26 | | **Total Assets (as of period end)** | $12,381,414 | N/A | | **Total Liabilities (as of period end)** | $5,149,887 | N/A | | **Total Capital (as of period end)** | $7,231,527 | N/A | [Notes to Consolidated Financial Statements](index=20&type=section&id=Notes%20to%20Consolidated%20Financial%20Statements) Notes detail accounting policies and financial components, including the **$1.14 billion** UBP acquisition, real estate investments, debt structure, lease income, fair value measurements, and equity activities like dividends and stock repurchases - On August 18, 2023, the company completed its acquisition of Urstadt Biddle Properties Inc. (UBP) in an all-stock transaction[57](index=57&type=chunk)[58](index=58&type=chunk) UBP Acquisition Purchase Price Allocation (in thousands of US Dollars) | Allocation Category | Amount | | :--- | :--- | | Real estate assets | $1,415,777 | | Cash, accounts receivable and other assets | $51,902 | | Lease intangible assets | $128,663 | | **Total assets acquired** | **$1,596,342** | | Notes payable | $284,706 | | Accounts payable, accrued expenses, and other liabilities | $37,500 | | Lease intangible liabilities | $69,583 | | **Total liabilities assumed** | **$391,789** | | Non-controlling interest | $64,492 | | **Total purchase price** | **$1,140,061** | - During the nine months ended September 30, 2023, the company repurchased **349,519 common shares** for **$20.0 million** under its repurchase program, with **$230.0 million** remaining available[100](index=100&type=chunk) - On November 2, 2023, the Board declared a common stock dividend of **$0.67 per share**, an increase from the previous rate[97](index=97&type=chunk) [Item 2. Management's Discussion and Analysis of Financial Condition and Results of Operations](index=36&type=section&id=Item%202.%20Management%27s%20Discussion%20and%20Analysis%20of%20Financial%20Condition%20and%20Results%20of%20Operations) Management discusses strategy, performance, and financial condition, highlighting the UBP acquisition, **2.0%** pro-rata same property NOI growth, **9.2%** positive rent spreads, and a strong balance sheet with **$1.2 billion** available credit and a **5.5x** net debt-to-EBITDAre ratio [Overview of Strategy and Recent Performance](index=38&type=section&id=Overview%20of%20Strategy%20and%20Recent%20Performance) Regency focuses on high-quality, grocery-anchored shopping centers, achieving **2.0%** pro-rata same property NOI growth and executing **4.8 million square feet** of leases with a **9.2%** positive rent spread, resulting in a **94.6%** total portfolio leased rate as of September 30, 2023 - The company's strategy is to own and manage a portfolio of high-quality neighborhood and community shopping centers primarily anchored by market-leading grocers in desirable US metro areas[123](index=123&type=chunk)[128](index=128&type=chunk) - Completed the acquisition of UBP, adding **74 properties** and **5.3 million square feet** of GLA[129](index=129&type=chunk)[131](index=131&type=chunk) Leasing and Occupancy Highlights (Nine Months Ended Sep 30, 2023) | Metric | Value | | :--- | :--- | | Pro-rata Same Property NOI Growth (ex-termination fees) | 2.0% | | Total Leases Executed (Pro-rata SF) | 4.8 million | | Rent Spreads (New & Renewal) | +9.2% | | Total Portfolio % Leased | 94.6% | | Same Property % Leased | 95.4% | [Results of Operations](index=43&type=section&id=Results%20of%20Operations) Q3 2023 total revenues increased by **$26.6 million** to **$330.6 million**, driven by the UBP acquisition and same-property growth, while nine-month net income fell due to a 2022 gain on sale, though Core Operating Earnings increased to **$516.5 million** Q3 2023 vs Q3 2022 Revenue and Expense Changes (in thousands of US Dollars) | Item | Q3 2023 | Q3 2022 | Change | | :--- | :--- | :--- | :--- | | Total Revenues | $330,638 | $303,989 | $26,649 | | Total Operating Expenses | $211,339 | $188,995 | $22,344 | - The increase in Q3 2023 base rent was primarily driven by **$11.8 million** from the UBP acquisition and a **$6.5 million** net increase from same properties[142](index=142&type=chunk) Nareit FFO and Core Operating Earnings (in thousands of US Dollars) | Metric | Nine Months Ended Sep 30, 2023 | Nine Months Ended Sep 30, 2022 | | :--- | :--- | :--- | | Nareit FFO | $546,048 | $526,268 | | Core Operating Earnings | $516,475 | $491,591 | [Liquidity and Capital Resources](index=54&type=section&id=Liquidity%20and%20Capital%20Resources) The company maintains strong liquidity with **$74.4 million** in unrestricted cash and **$1.16 billion** available on its credit line, a **5.5x** pro-rata net debt-to-EBITDAre ratio, and **$547.7 million** in operating cash flow, with no unsecured debt maturities until June 2024 Available Capital Sources (as of Sep 30, 2023, in thousands of US Dollars) | Source | Available Capacity | | :--- | :--- | | ATM Program | $500,000 | | Line of Credit | $1,164,720 | - Pro-rata net debt and Preferred Stock-to-operating EBITDAre ratio was **5.5x** on a trailing 12-month basis as of September 30, 2023[177](index=177&type=chunk) - The company has in-process development and redevelopment projects with total estimated pro-rata costs of **$440.0 million**[130](index=130&type=chunk)[186](index=186&type=chunk) - As of September 30, 2023, **85.7%** of wholly-owned real estate assets were unencumbered, providing financial flexibility[177](index=177&type=chunk) [Item 3. Quantitative and Qualitative Disclosures about Market Risk](index=61&type=section&id=Item%203.%20Quantitative%20and%20Qualitative%20Disclosures%20about%20Market%20Risk) The company monitors capital markets and debt management, expecting to issue new debt for maturing obligations, but acknowledges that market volatility and rising interest rates could increase new debt costs - The company believes it can successfully issue new debt to fund maturing obligations, but acknowledges that rising interest rates will likely make new debt more expensive than current outstanding debt[171](index=171&type=chunk)[196](index=196&type=chunk) [Item 4. Controls and Procedures](index=62&type=section&id=Item%204.%20Controls%20and%20Procedures) Management, including the CEO and CFO, concluded that disclosure controls and procedures were effective as of September 30, 2023, with no material changes to internal controls over financial reporting during the third quarter - The chief executive officer and chief financial officer of both the Parent Company and the Operating Partnership concluded that disclosure controls and procedures were effective as of the end of the reporting period[197](index=197&type=chunk)[199](index=199&type=chunk) - No changes in internal controls over financial reporting that materially affected, or are reasonably likely to materially affect, internal controls were identified during the third quarter of 2023[198](index=198&type=chunk)[200](index=200&type=chunk) [PART II - OTHER INFORMATION](index=62&type=section&id=PART%20II%20-%20OTHER%20INFORMATION) This section provides additional information not covered in Part I, including legal proceedings, risk factors, equity sales, and other disclosures [Item 1. Legal Proceedings](index=62&type=section&id=Item%201.%20Legal%20Proceedings) A complaint filed by a purported UBP stockholder in connection with the merger was resolved during the quarter, with no other material developments in legal proceedings reported - Litigation related to the UBP acquisition, where a stockholder alleged breaches of fiduciary duty and disclosure failures, was resolved during the quarter with an immaterial payment[108](index=108&type=chunk) [Item 1A. Risk Factors](index=62&type=section&id=Item%201A.%20Risk%20Factors) No material changes to risk factors from the 2022 Annual Report, except for those in the Form S-4 for the UBP acquisition and a new risk factor concerning potential adverse effects from banking and financial services industry instability - A new risk factor was identified regarding potential adverse effects from instability in the banking and financial services industry, which could impair access to capital for the company, its tenants, and partners[203](index=203&type=chunk)[204](index=204&type=chunk) [Item 2. Unregistered Sales of Equity Securities and Use of Proceeds](index=63&type=section&id=Item%202.%20Unregistered%20Sales%20of%20Equity%20Securities%20and%20Use%20of%20Proceeds) During Q3 2023, the company issued **3,340** common shares to redeem Operating Partnership common units under a registration exemption and repurchased shares for employee tax withholding, with **$230 million** remaining in the stock repurchase program - Issued **3,340 shares** of common stock in connection with the redemption of L.P. common units, exempt from registration under Section 4(a)(2) of the Securities Act[206](index=206&type=chunk) Issuer Purchases of Equity Securities (Q3 2023, in US Dollars) | Period | Total Shares Purchased | Average Price Paid per Share | Approx. Value of Shares Remaining in Program (US Dollars) | | :--- | :--- | :--- | :--- | | July 2023 | — | $— | $230,000,000 | | August 2023 | 341 | $65.01 | $230,000,000 | | September 2023 | 649 | $63.11 | $230,000,000 | [Item 5. Other Information](index=63&type=section&id=Item%205.%20Other%20Information) Executive Chairman Martin E. Stein Jr. adopted a new Rule 10b5-1 trading plan for up to **50,000 shares**, and the company entered into new indemnification agreements with directors and executive officers on November 2, 2023 - On September 13, 2023, Executive Chairman Martin E. Stein Jr. terminated a previous Rule 10b5-1 trading plan and adopted a new one for the sale of up to **50,000 shares** of common stock[210](index=210&type=chunk) - On November 2, 2023, the Company entered into new indemnification agreements with all current members of its Board of Directors and its executive officers[211](index=211&type=chunk) [Item 6. Exhibits](index=64&type=section&id=Item%206.%20Exhibits) This section lists all exhibits filed with the Form 10-Q, including equity distribution agreements, the UBP merger agreement, articles of incorporation, material contracts, and various SEC-required certifications

Regency Centers Corporation (NASDAQ:REG) Q3 2023 Earnings Conference Call November 3, 2023 11:00 AM ET Company Participants Christy McElroy - Senior Vice President of Capital Markets Lisa Palmer - President & Chief Executive Officer Michael Mas - Chief Financial Officer Nicholas Wibbenmeyer - Executive Vice President & West Region President. Alan Roth - Executive Vice President, National Property Operations & East Region President Conference Call Participants Michael Goldsmith - UBS Eric Borden - BMO Capit ...

Financial Data and Key Metrics Changes - The company reported a same-property NOI growth of 3.6% in Q2 2023, driven primarily by base rent growth, which contributed 380 basis points to the NOI growth rate [49] - The midpoint of core operating earnings guidance for 2023 was increased by $0.01 per share, reflecting strong leasing activity and improved operating environment [50][56] - The company anticipates approximately $6 million of accelerated below-market rent within its non-cash guidance for the full year [53] Business Line Data and Key Metrics Changes - New leasing volume year-to-date is 40% above historical averages, with Q2 achieving the highest shop new leasing volume in over 10 years [31] - The overall same-property lease rate increased by 10 basis points in Q2, despite a 60 basis points occupancy loss due to bankruptcies [32] - Cash rent spreads were strong, with 12% on a blended basis and nearly 30% on new leasing [33] Market Data and Key Metrics Changes - Tenant demand is robust across various categories, including grocers, off-price retailers, medical services, restaurants, and pet services [34] - The company has a signed but not occupied pipeline representing over $30 million of annual incremental base rent [34] - The New York MSA occupancy dropped to 82%, attributed to deleasing for development [86] Company Strategy and Development Direction - The company is focused on ramping development and redevelopment activity back to a strategic goal of $200 million to $250 million of average annual investment [23] - The merger with Urstadt Biddle is expected to be immediately accretive to core operating earnings and will enhance the company's presence in strong trade areas [27][28] - The company aims to achieve over $1 billion of project starts over the next five years, leveraging its expertise and relationships [47] Management's Comments on Operating Environment and Future Outlook - Management noted that despite macroeconomic uncertainties, they have not seen signs of softening in their business fundamentals [22] - The company expects continued strength in leasing activity and is optimistic about integrating Urstadt Biddle's properties into its portfolio [76][126] - Management anticipates a modest increase in same-property occupancy rates by year-end, driven by strong leasing activity [90] Other Important Information - The company has a strong balance sheet with leverage at the low end of its targeted range, allowing for flexibility in capital allocation [58][60] - The company is generating significant free cash flow, expected to approach $150 million this year, which will self-fund its growing investment pipeline [59] Q&A Session Summary Question: What is the current state of the transaction market? - Management indicated that while there is still activity, the pace of opportunities is accelerating, and they are actively pursuing deals that are accretive to quality and growth [65] Question: How is leasing activity impacted by current market conditions? - Management reported no backing off from tenants and a strong pipeline of nearly 1 million square feet in active negotiations [68] Question: What are the expectations for occupancy rates moving forward? - Management expects a modest increase in occupancy rates by year-end, despite some losses due to bankruptcies [90] Question: How does the company view the impact of below-market rents? - Management anticipates a burn-off of non-cash income related to below-market rents, particularly from the Bed Bath & Beyond spaces [84] Question: What is the outlook for development and redevelopment projects? - Management is optimistic about the development pipeline and sees significant demand for new projects, with 12 new development and redevelopment projects started totaling $175 million in Q2 [44]

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, DC 20549 FORM 10-Q ☒ QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the quarterly period ended June 30, 2023 or ☐ TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the transition period from to Commission File Number 1-12298 (Regency Centers Corporation) Commission File Number 0-24763 (Regency Centers, L.P.) REGENCY CENTERS CORPORATION REGENCY CENTERS, L.P. (Ex ...