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, 2025
or
☐ TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934
For the transition period from to
Commission File Number 1-12298 (Regency Centers Corporation)
Commission File Number 0-24763 (Regency Centers, L.P.)
REGENCY CENTERS CORPORATION
REGENCY CENTERS, L.P.
(Exact name of registrant as specified in its charter)
florida (REGENCY CENTERS CORPORATION)
59-3191743
Delaware (REGENCY CENTERS, L.P)
59-3429602
(State or other jurisdiction of incorporation or organization)
(I.R.S. Employer Identification No.)
One Independent Drive, Suite 114
Jacksonville, Florida 32202
(904) 598-7000
(Address of principal executive offices) (zip code)
(Registrant's telephone number, including area code)
Securities registered pursuant to Section 12(b) of the Act:
Regency Centers Corporation
Title of each class
Trading Symbol(s)
Name of each exchange on which registered
Common Stock, $0.01 par value
REG
The Nasdaq Stock Market LLC
6.250% Series A Cumulative Redeemable Preferred Stock, par value $0.01 per share
REGCP
5.875% Series B Cumulative Redeemable Preferred Stock, par value $0.01 per share
REGCO
Regency Centers, L.P.
None
N/A
Indicate by check mark whether the registrant (1) has filed all reports required to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during the preceding 12 months (or for such shorter period that the registrant was required to file such reports), and (2) has been subject to such filing requirements for the past 90 days.
Regency Centers Corporation Yes ☒ No ☐ Regency Centers, L.P. Yes ☒ No ☐
Indicate by check mark whether the registrant has submitted electronically every Interactive Data File required to be submitted pursuant to Rule 405 of Regulation S-T (§232.405 of this chapter) during the preceding 12 months (or for such shorter period that the registrant was required to submit such files).
Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, a smaller reporting company, or an emerging growth company. See the definitions of "large accelerated filer," "accelerated filer," "smaller reporting company," and "emerging growth company" in Rule 12b-2 of the Exchange Act:
Regency Centers Corporation:
Large accelerated filer
☒
Accelerated filer
☐
Emerging growth company
Non-accelerated filer
Smaller reporting company
Regency Centers, L.P.:
If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act.
Regency Centers Corporation ☐ Regency Centers, L.P. ☐
Indicate by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of the Exchange Act).
Regency Centers Corporation Yes ☐ No ☒ Regency Centers, L.P. Yes ☐ No ☒
The number of shares outstanding of Regency Centers Corporation's common stock was 181,553,314 as of July 30, 2025.
EXPLANATORY NOTE
This Quarterly Report on Form 10-Q (this "Report") combines the quarterly reports on Form 10-Q for the quarter ended June 30, 2025, of Regency Centers Corporation and Regency Centers, L.P. Unless stated otherwise or the context otherwise requires, references to "Regency Centers Corporation" or the "Parent Company" mean Regency Centers Corporation and its controlled subsidiaries and references to "Regency Centers, L.P." or the "Operating Partnership" mean Regency Centers, L.P. and its controlled subsidiaries. The terms "the Company," "Regency Centers," "Regency," "we," "our," and "us" as used in this Report mean the Parent Company, the Operating Partnership and their controlled subsidiaries, collectively.
The Parent Company is a real estate investment trust ("REIT") and the general partner of the Operating Partnership. As the sole general partner of the Operating Partnership, the Parent Company has exclusive control of the Operating Partnership's day-to-day management. The Operating Partnership's capital includes general and limited common partnership units ("Common Units"). As of June 30, 2025, the Parent Company owned approximately 99.4% of the Common Units in the Operating Partnership. The remaining Common Units, which are all limited Common Units, are owned by third party investors. In addition to the Common Units, the Operating Partnership has also issued two series of preferred units: the 6.250% Series A Cumulative Redeemable Preferred Units (the "Series A Preferred Units") and the 5.875% Series B Cumulative Redeemable Preferred Units (the "Series B Preferred Units"). The Parent Company currently owns all of the Series A Preferred Units and Series B Preferred Units. The Series A Preferred Units and Series B Preferred Units are sometimes referred to collectively as the "Preferred Units."
The Company believes combining the quarterly reports on Form 10-Q of the Parent Company and the Operating Partnership into this single report provides the following benefits:
Management operates the Parent Company and the Operating Partnership as a single business. The management of the Parent Company consists of the same individuals as the management of the Operating Partnership. These individuals are officers of the Parent Company, and officers and employees of the Operating Partnership.
The Company believes it is important to understand the key differences between the Parent Company and the Operating Partnership in the context of how the Parent Company and the Operating Partnership operate as a consolidated company. The Parent Company is a REIT, whose only material asset is its ownership of Common and Preferred Units of the Operating Partnership. As a result, the Parent Company does not conduct business itself, other than acting as the sole general partner of the Operating Partnership, issuing public equity from time to time and guaranteeing certain debt of the Operating Partnership. Except for $200 million of unsecured private placement debt, the Parent Company does not directly hold any indebtedness, but guarantees all of the unsecured debt of the Operating Partnership. The Operating Partnership, directly or indirectly, is also the co-issuer and guarantor of the Parent Company's $200 million unsecured private placement debt referenced above. The Operating Partnership holds all the assets of the Company and ownership of the Company's subsidiaries and equity interests in its joint ventures. Except for net proceeds from public equity issuances by the Parent Company, which are contributed to the Operating Partnership in exchange for Common Units or Preferred Units, the Operating Partnership generates all other capital required by the Company's business. These sources include the Operating Partnership's operations, its direct or indirect incurrence of indebtedness, and the issuance of Common Units and Preferred Units.
Shareholders' equity, partners' capital, and noncontrolling interests are the main areas of difference between the Consolidated Financial Statements of the Parent Company and those of the Operating Partnership. The Operating Partnership's capital includes the Common Units and the Preferred Units. The limited partners' Common Units in the Operating Partnership owned by third parties are accounted for in partners' capital in the Operating Partnership's financial statements and outside of shareholders' equity in noncontrolling interests in the Parent Company's financial statements. The Preferred Units owned by the Parent Company are eliminated in consolidation in the accompanying consolidated financial statements of the Parent Company and are classified as preferred units of the general partner in the accompanying consolidated financial statements of the Operating Partnership.
In order to highlight the differences between the Parent Company and the Operating Partnership, there are sections in this Report that separately discuss the Parent Company and the Operating Partnership, including separate financial statements, controls and procedures sections, and separate Exhibit 31 and 32 certifications. In the sections that combine disclosure for the Parent Company and the Operating Partnership, this Report refers to actions or holdings as being actions or holdings of the Company.
As general partner with control of the Operating Partnership, the Parent Company consolidates the Operating Partnership for financial reporting purposes, and the Parent Company does not have assets other than its investment in the Operating Partnership. Therefore, while shareholders' equity and partners' capital differ as discussed above, the assets and liabilities of the Parent Company and the Operating Partnership are the same on their respective financial statements.
TABLE OF CONTENTS
Form 10-Q
Report Page
PART I - FINANCIAL INFORMATION
Item 1.
Financial Statements (Unaudited)
Consolidated Balance Sheets as of June 30, 2025 and December 31, 2024
1
Consolidated Statements of Operations for the periods ended June 30, 2025 and 2024
2
Consolidated Statements of Comprehensive Income for the periods ended June 30, 2025 and 2024
3
Consolidated Statements of Equity for the periods ended June 30, 2025 and 2024
4
Consolidated Statements of Cash Flows for the periods ended June 30, 2025 and 2024
6
8
9
10
Consolidated Statements of Capital for the periods ended June 30, 2025 and 2024
11
13
Notes to Consolidated Financial Statements
15
Item 2.
Management's Discussion and Analysis of Financial Condition and Results of Operations
30
Item 3.
Quantitative and Qualitative Disclosures about Market Risk
51
Item 4.
Controls and Procedures
53
PART II - OTHER INFORMATION
Legal Proceedings
54
Item 1A.
Risk Factors
Unregistered Sales of Equity Securities and Use of Proceeds
Defaults Upon Senior Securities
55
Mine Safety Disclosures
Item 5.
Other Information
Item 6.
Exhibits
56
SIGNATURES
57
Item 1. Financial Statements
Consolidated Balance Sheets
June 30, 2025 and December 31, 2024
(in thousands, except share data)
2025
2024
Assets
(unaudited)
Net real estate investments:
Real estate assets, at cost
$
13,988,815
13,698,419
Less: accumulated depreciation
3,107,560
2,960,399
Real estate assets, net
10,881,255
10,738,020
Investments in sales-type leases, net
16,609
16,291
Investments in real estate partnerships
389,828
399,044
Net real estate investments
11,287,692
11,153,355
Properties held for sale, net
15,553
—
Cash, cash equivalents, and restricted cash, including $4,133 and $5,601 of restricted cash at June 30, 2025 and December 31, 2024, respectively
154,819
61,884
Tenant and other receivables, net
260,824
255,495
Deferred leasing costs, less accumulated amortization of $134,870 and $131,080 at June 30, 2025 and December 31, 2024, respectively
87,027
79,911
Acquired lease intangible assets, less accumulated amortization of $410,383 and $395,209 at June 30, 2025 and December 31, 2024, respectively
218,995
229,983
Right of use assets, net
319,091
322,287
Other assets
386,473
289,046
Total assets
12,730,474
12,391,961
Liabilities and Equity
Liabilities:
Notes payable, net
4,769,182
4,343,700
Unsecured credit facility
30,000
65,000
Accounts payable and other liabilities
381,549
392,302
Acquired lease intangible liabilities, less accumulated amortization of $233,778 and $222,052 at June 30, 2025 and December 31, 2024, respectively
366,625
364,608
Lease liabilities
243,704
244,861
Tenants' security, escrow deposits and prepaid rent
82,474
81,183
Total liabilities
5,873,534
5,491,654
Commitments and contingencies
Equity:
Shareholders' equity:
Preferred stock $0.01 par value per share, 30,000,000 shares authorized; 9,000,000 shares issued and outstanding, in the aggregate, in Series A and Series B at June 30, 2025 and December 31, 2024
225,000
Common stock $0.01 par value per share, 220,000,000 shares authorized; 181,550,531 and 181,361,454 shares issued and outstanding at June 30, 2025 and December 31, 2024, respectively
1,816
1,814
Treasury stock at cost, 490,769 and 479,251 shares held at June 30, 2025 and December 31, 2024, respectively
(30,210
)
(28,045
Additional paid-in-capital
8,512,308
8,503,227
Accumulated other comprehensive (loss) income
(3,788
2,226
Distributions in excess of net income
(2,027,254
(1,980,076
Total shareholders' equity
6,677,872
6,724,146
Noncontrolling interests:
Exchangeable operating partnership units, aggregate redemption value of $76,063 and $81,076 at June 30, 2025 and December 31, 2024, respectively
38,359
40,744
Limited partners' interests in consolidated partnerships
140,709
135,417
Total noncontrolling interests
179,068
176,161
Total equity
6,856,940
6,900,307
Total liabilities and equity
The accompanying notes are an integral part of the consolidated financial statements.
Consolidated Statements of Operations
For the periods ended June 30, 2025, and 2024
(in thousands, except per share data)
Three months ended June 30,
Six months ended June 30,
Revenues:
Lease income
369,105
347,845
740,184
700,951
Other property income
4,499
2,670
7,520
7,020
Management, transaction, and other fees
7,244
6,735
14,056
13,131
Total revenues
380,848
357,250
761,760
721,102
Operating expenses:
Depreciation and amortization
99,535
100,968
196,309
198,553
Property operating expense
60,759
59,491
129,218
122,765
Real estate taxes
47,500
45,478
93,860
89,785
General and administrative
25,480
24,238
47,080
50,370
Other operating expenses
1,944
3,066
3,632
5,709
Total operating expenses
235,218
233,241
470,099
467,182
Other expense, net:
Interest expense, net
50,272
43,178
98,285
86,046
Provision for impairment of real estate
1,262
Loss (Gain) on sale of real estate, net of tax
294
(11,081
193
(22,484
Loss on early extinguishment of debt
180
Net investment income
(788
(703
(27
(3,134
Total other expense, net
51,040
31,394
99,713
60,608
Income before equity in income of investments in real estate partnerships
94,590
92,615
191,948
193,312
Equity in income of investments in real estate partnerships
13,759
12,314
28,254
24,275
Net income
108,349
104,929
220,202
217,587
Exchangeable operating partnership units
(586
(601
(1,228
(1,243
(1,742
(1,660
(3,366
(3,902
Net income attributable to noncontrolling interests
(2,328
(2,261
(4,594
(5,145
Net income attributable to the Company
106,021
102,668
215,608
212,442
Preferred stock dividends
(3,413
(6,826
Net income attributable to common shareholders
102,608
99,255
208,782
205,616
Net income attributable to common shareholders:
Per common share - basic
0.57
0.54
1.15
1.12
Per common share - diluted
0.56
Consolidated Statements of Comprehensive Income
(in thousands)
Other comprehensive (loss) income:
Effective portion of change in fair value of derivative instruments:
Effective portion of change in fair value of derivative instruments
(1,295
3,124
(3,943
11,717
Reclassification adjustment of derivative instruments included in net income
(1,015
(2,440
(2,760
(4,807
Unrealized gain (loss) on available-for-sale debt securities
94
(1
288
(120
Other comprehensive (loss) income
(2,216
683
(6,415
6,790
Comprehensive income
106,133
105,612
213,787
224,377
Less: comprehensive income attributable to noncontrolling interests:
2,328
2,261
4,594
5,145
Other comprehensive (loss) income attributable to noncontrolling interests
(143
(401
347
Comprehensive income attributable to noncontrolling interests
2,185
2,274
4,193
5,492
Comprehensive income attributable to the Company
103,948
103,338
209,594
218,885
Consolidated Statements of Equity
For the three months ended June 30, 2025 and 2024
Noncontrolling Interests
PreferredStock
CommonStock
TreasuryStock
AdditionalPaid InCapital
AccumulatedOtherComprehensiveIncome
Distributionsin Excess ofNet Income
TotalShareholders'Equity
ExchangeableOperatingPartnershipUnits
LimitedPartners'Interest inConsolidatedPartnerships
TotalNoncontrollingInterests
TotalEquity
Balance at March 31, 2024
1,848
(26,321
8,703,756
4,465
(1,889,037
7,019,711
41,606
116,702
158,308
7,178,019
601
1,660
Other comprehensive income
Other comprehensive income before reclassification
2,955
18
150
168
3,123
Amounts reclassified from accumulated other comprehensive income
(2,285
(14
(141
(155
Adjustment for noncontrolling interests
(8,694
8,694
Deferred compensation plan, net
(913
913
Amortization of equity awards
6,561
Tax withholding on stock-based compensation
84
Common stock repurchased and retired
(33
(200,033
(200,066
Common stock issued under dividend reinvestment plan
166
Contributions from partners
1,529
Distributions to partners
(1,890
Dividends declared:
Preferred stock (Series A: $0.390625 per share/unit; Series B: $0.367200 per share/unit)
Common stock/unit ($0.670 per share/unit)
(121,959
(1,473
(123,432
Balance at June 30, 2024
1,815
(27,234
8,502,753
5,135
(1,911,741
6,795,728
40,738
126,704
167,442
6,963,170
Balance at March 31, 2025
(29,133
8,505,489
(1,715
(2,001,878
6,699,578
40,584
136,278
176,862
6,876,440
586
1,742
(1,146
(7
(48
(55
(1,201
(927
(6
(82
(88
(1,077
1,077
5,569
5,570
(23
Repurchase of exchangeable operating partnership units
(2,046
196
5,439
(2,620
Common stock/unit ($0.705 per share/unit)
(127,984
(752
(128,736
Balance at June 30, 2025
For the six months ended June 30, 2025 and 2024
AccumulatedOtherComprehensiveIncome (Loss)
Balance at December 31, 2023
1,846
(25,488
8,704,240
(1,308
(1,871,603
7,032,687
42,195
117,053
159,248
7,191,935
1,243
3,902
10,942
66
589
655
11,597
(4,499
(281
(308
(1,746
1,746
13,135
13,137
(8,494
324
Common stock issued for exchangeable units exchanged
529
(529
3,001
(6,254
Preferred stock stock/unit (Series A: $0.781250 per share/unit; Series B: $0.734400 per share/unit)
Common stock/unit ($1.340 per share/unit)
(245,754
(2,210
(247,964
Balance at December 31, 2024
1,228
3,366
(3,435
(193
(220
(3,655
(2,579
(167
(181
2,210
(2,165
2,165
11,116
11,118
(6,783
373
8,416
10,626
(6,130
Common stock/unit ($1.410 per share/unit)
(255,960
(1,526
(257,486
5
Consolidated Statements of Cash Flows
Cash flows from operating activities:
Adjustments to reconcile net income to net cash provided by operating activities:
Amortization of deferred financing costs and debt premiums
6,922
6,232
Amortization of above and below market lease intangibles, net
(11,414
(12,193
Stock-based compensation, net of capitalization
9,864
12,539
(28,254
(24,275
Loss (gain) on sale of real estate, net of tax
Provision for impairment of real estate, net of tax
Distribution of earnings from investments in real estate partnerships
34,502
32,440
Deferred compensation (income) expense
(253
2,695
Realized and unrealized gain on investments
(87
(3,013
Changes in assets and liabilities:
Tenant and other receivables
(1,670
(3,565
Deferred leasing costs
(8,802
(6,311
(15,123
(13,793
464
(9,776
964
(3,602
Net cash provided by operating activities
405,079
371,214
Cash flows from investing activities:
Acquisition of operating real estate, net of cash acquired of $787 in 2025
(83,261
(45,208
Real estate development and capital improvements
(204,657
(141,775
Proceeds from sale of real estate
7,165
92,159
Proceeds from property insurance casualty claims
4,638
Issuance of notes receivable
(32,651
Collection of notes receivable
3,004
(6,217
(8,582
Return of capital from investments in real estate partnerships
10,038
Dividends on investment securities
1,081
263
Purchase of investment securities
(96,226
(95,519
Proceeds from sale of investment securities
9,242
99,490
Net cash used in investing activities
(372,693
(114,143
Cash flows from financing activities:
(8,776
Common shares repurchased through share repurchase program
Proceeds from sale of treasury stock
462
210
Contributions from noncontrolling interests
Distributions to and redemptions of noncontrolling interests
Distributions to exchangeable operating partnership unit holders
(1,546
(1,479
Dividends paid to common shareholders
(255,455
(247,138
Dividends paid to preferred shareholders
(6,825
Repayment of fixed rate unsecured notes
(250,000
Proceeds from issuance of fixed rate unsecured notes, net of debt discount
397,116
398,468
Proceeds from unsecured credit facilities
395,000
422,419
Repayment of unsecured credit facilities
(430,000
(264,419
Proceeds from notes payable
10,000
Repayment of notes payable
(32,787
(88,069
Scheduled principal payments
(5,060
(6,121
Payment of financing costs
(3,812
(13,453
Net cash provided by (used in) financing activities
60,549
(268,502
Net increase (decrease) in cash and cash equivalents and restricted cash
92,935
(11,431
Cash and cash equivalents and restricted cash at beginning of the period
91,354
Cash and cash equivalents and restricted cash at end of the period
79,923
Supplemental disclosure of cash flow information:
Cash paid for interest (net of capitalized interest of $4,534 and $3,176 in 2025 and 2024, respectively)
90,174
77,408
Cash paid for income taxes, net of refunds
387
6,405
Supplemental disclosure of non-cash transactions:
Common and Preferred stock, and exchangeable operating partnership dividends declared but not paid
131,017
125,709
Sale of leased asset in exchange for net investment in sales-type lease
2,808
Acquisition of operating real estate:
Tenant and other receivable and other assets
593
Acquired lease intangible assets
9,725
Notes payable assumed in acquisition, at fair value
40,060
Intangible liabilities, Accounts payable and other liabilities
18,945
Acquisition of unconsolidated real estate investments:
941
4,308
16,749
1,119
Reallocation of equity upon acquisition of non-controlling interest
Change in accrued capital expenditures
15,244
3,094
Stock-based compensation capitalized
1,254
880
7
(in thousands, except unit data)
Liabilities and Capital
Capital:
Partners' capital:
Preferred units $0.01 par value per unit, 30,000,000 units authorized; 9,000,000 units issued and outstanding, in the aggregate, in Series A and Series B at June 30, 2025 and December 31, 2024
General partner's common units, 181,550,531 and 181,361,454 units issued and outstanding at June 30, 2025 and December 31, 2024, respectively
6,456,660
6,496,920
Limited partners' common units, 1,067,844 and 1,096,659 units issued and outstanding at June 30, 2025 and December 31, 2024 respectively
Total partners' capital
6,716,231
6,764,890
Noncontrolling interest: Limited partners' interests in consolidated partnerships
Total capital
Total liabilities and capital
(in thousands, except per unit data)
Net income attributable to the Partnership
106,607
103,269
216,836
213,685
Preferred unit distributions
Net income attributable to common unit holders
103,194
99,856
210,010
206,859
Net income attributable to common unit holders:
Per common unit - basic
Per common unit - diluted
(130
(360
308
1,612
1,669
3,006
4,210
Comprehensive income attributable to the Partnership
104,521
103,943
210,781
220,167
Consolidated Statements of Capital
General Partner Preferredand Common Units
LimitedPartners
TotalPartners’Capital
Noncontrolling Interests inLimited Partners’ Interest inConsolidated Partnerships
TotalCapital
7,015,246
7,061,317
2,973
Amounts reclassified from accumulated other comprehensive loss
(2,299
Adjustment for noncontrolling interests in the Operating Partnership
(125,322
Restricted units issued as a result of restricted stock issued by Parent Company, net of amortization
Common units repurchased and retired as a result of common stock repurchased and retired by Parent Company
Common units repurchased as a result of common stock repurchased by Parent Company, net of issuances
250
6,790,593
6,836,466
6,701,293
6,740,162
(1,153
(933
(131,356
173
6,681,660
TotalPartners'Capital
Noncontrolling Interests inLimited Partners' Interest inConsolidated Partnerships
7,033,995
7,074,882
11,008
(4,526
(254,218
(8,170
Exchangeable operating partnership units exchanged for common stock of Parent Company
6,721,920
(3,462
(2,593
(263,616
(6,410
12
Acquisition of investment securities
Common units repurchased through share repurchase program
(257,001
(248,617
Dividends paid to preferred unit holders
Right of use assets obtained in exchange for new operating lease liabilities
14
REGENCY CENTERS CORPORATION AND REGENCY CENTERS, L.P.
Notes to Unaudited Consolidated Financial Statements
June 30, 2025
1.
Organization and Significant Accounting Policies
General
Regency Centers Corporation (the "Parent Company") began its operations as a REIT in 1993 and is the general partner of Regency Centers, L.P. (the "Operating Partnership"). The Parent Company primarily engages in the ownership, management, leasing, acquisition, development, and redevelopment of shopping centers through the Operating Partnership and has no other assets other than through its investment in the Operating Partnership. Its only indebtedness consists of $200 million of unsecured private placement notes, which are co-issued and guaranteed by the Operating Partnership. The Parent Company guarantees all of the unsecured debt of the Operating Partnership.
As of June 30, 2025, the Parent Company, the Operating Partnership, and their controlled subsidiaries on a consolidated basis owned 380 properties and held partial interests in an additional 103 properties through unconsolidated Investments in real estate partnerships (also referred to as "joint ventures" or "investment partnerships").
Basis of Presentation
The information included in this Report should be read in conjunction with the Company's Annual Report on Form 10-K for the year ended December 31, 2024 (the “Annual Report on Form 10-K”), as certain disclosures in this Report that would duplicate those included in such Annual Report on Form 10-K are not included in these consolidated financial statements. The consolidated financial statements reflect all adjustments which are, in the opinion of management, necessary to fairly state the results for the interim periods presented. These adjustments are considered to be of a normal recurring nature.
Estimates, Risks and Uncertainties
The preparation of the Consolidated Financial Statements in conformity with Generally Accepted Accounting Principles ("GAAP") requires the Company's management to make estimates and assumptions that affect the reported amounts of assets and liabilities, and disclosure of commitments and contingent assets and liabilities, as of the date of the financial statements and the reported amounts of revenues and expenses during the reporting period. Actual results could differ from those estimates. The most significant estimates in the Company's financial statements relate to the net carrying values of its real estate investments, collectibility of lease income, and acquired lease intangible assets and liabilities. It is possible that the estimates and assumptions that have been utilized in the preparation of the Consolidated Financial Statements could change significantly if economic conditions were to change.
The success of the Company's tenants in operating their businesses and their corresponding ability to pay rent may be influenced by evolving political, economic, trade, tax and immigration policies and macroeconomic uncertainties, and the success of the Company's tenants, in the aggregate, is important to the operating and financial success of the Company. These issues include, but are not limited to, the potential for impacts from tariffs, tax and other regulatory changes and potential trade disputes, retaliatory actions by other countries, inflation, the cost and availability of labor, including labor shortages related to deportations or threat of deportations, increasing energy prices and interest rates, supply chain disruptions, and access to and cost of capital. Additionally, geopolitical and macroeconomic challenges, including the war involving Russia and Ukraine, the Middle East conflicts and wars, and economic conflicts with China, as well as the slowing of its economy, could impact aspects of the U.S. economy and, therefore, consumer confidence and spending.
The policies implemented by the U.S. government to address these and related issues, including changes by the Board of Governors of the Federal Reserve System of its benchmark federal funds rate, increases or decreases in federal government spending, and economic sanctions and tariffs, could result in adverse impacts on the U.S. economy, including inflation, reduction in consumer confidence and spending, a slowing of growth, and potentially a recession, thereby adversely impacting the costs to our tenants of operating their businesses, demand for their products and services, and their ability to pay rent, and/or decreasing future demand for space in shopping centers, which could adversely impact occupancy rates and rents. The potential impact of current macroeconomic and geopolitical challenges on the Company's financial condition, results of operations, and cash flows is subject to change and continues to depend on the extent and duration of these risks and uncertainties. See Item 1A of Part I of the Company's Annual Report on Form 10-K, as supplemented by the discussion in Item 1A of Part II of this Quarterly Report on Form 10-Q, for a more detailed discussion of the Risk Factors potentially impacting the Company's business and results of operations.
Investment Risk Concentrations
As of June 30, 2025, no single tenant comprised 10% or more of our aggregate annualized base rent ("ABR"). As of June 30, 2025, the Company had three geographic concentrations that individually accounted for at least 10% of its aggregate ABR. Real estate properties located in California, Florida and the New York-Newark-Jersey City core-based statistical area accounted for 23.1%, 20.5% and 12.5% of ABR respectively. This geographic concentration makes those portions of the portfolio more susceptible to adverse weather, natural disasters or economic events that may specifically and disproportionately impact these areas. None of the Regency's shopping centers are located outside the United States.
Consolidation
The Company consolidates properties that are wholly-owned and properties where it owns less than 100% but holds a controlling financial interest in the entity. Controlling financial interest is determined using an evaluation based on accounting standards related to the consolidation of Variable Interest Entities ("VIEs") and voting interest entities.
Ownership of the Parent Company
The Parent Company currently has a single class of common stock and two series of preferred stock outstanding.
Ownership of the Operating Partnership
The Operating Partnership's capital includes Common Units and Preferred Units. As of June 30, 2025, the Parent Company owned approximately 99.4% of the outstanding Common Units, with the remaining limited partners' Common Units held by third parties ("Exchangeable operating partnership units" or "EOP units"). The Parent Company currently owns all of the Preferred Units.
Real Estate Partnerships
As of June 30, 2025, the Company held partial ownership interests in 122 properties through various real estate partnerships, of which 19 are consolidated. These partnerships were formed for the purpose of owning and operating real estate properties. The Company's partners in these arrangements include institutional investors, real estate developers or operators, and passive investors (collectively, the "Partners" or "Limited Partners"). The Company’s involvement in these partnerships is through its ownership of its equity interests and its role in property-level management.
The assets of these partnerships are restricted to use by the respective partnerships and cannot be directly reached by general creditors of the Company. Similarly, the obligations of the partnerships are backed by, and can only be settled through the assets of these partnerships or by additional capital contributions by the partners, except to the extent that the Company has provided contractual payment guarantees.
Some of these entities have been determined to be variable interest entities ("VIEs") under applicable accounting guidelines. This determination is primarily based on the assessment that the Limited Partners lack substantive kick-out rights (i.e., the ability to remove the general or managing partner with a simple majority vote or less) and do not possess substantive participating rights.
For those VIE partnerships in which the Company is deemed to be the primary beneficiary in accordance with GAAP, the Company consolidates the entity in its financial statements and the Limited Partners’ ownership interests in such entities are reported as noncontrolling interests.
16
The carrying amounts of VIEs' assets and liabilities included in the Company's consolidated financial statements, exclusive of the Operating Partnership, are as follows:
December 31, 2024
465,659
312,873
Cash, cash equivalents and restricted cash
23,101
16,687
6,239
5,833
Deferred costs, net
5,973
3,178
Acquired lease intangible assets, net
14,316
6,293
17,901
18,148
1,294
597
Total Assets
534,483
363,609
Liabilities
Notes payable
73,365
32,653
90,616
16,149
Acquired lease intangible liabilities, net
28,224
10,627
1,397
1,260
19,463
19,370
Total Liabilities
213,065
80,059
For partnerships in which the Company is not the primary beneficiary and does not hold a controlling financial interest but is able to exercise significant influence, the Company accounts for its investments using the equity method of accounting.
Revenues, and Tenant and other Receivables
Income within Management, transaction, and other fees is primarily derived from contracts with the Company's investments in real estate partnerships. The primary components of these revenue streams, the timing of satisfying the performance obligations, and amounts are as follows:
Timing of satisfaction of performance obligations
Management, transaction, and other fees:
Property management services
Over time
4,151
3,895
8,261
7,856
Asset management services
1,620
3,463
3,222
Leasing services
Point in time
1,003
1,016
1,875
1,591
Other transaction fees
344
204
457
Total management, transaction, and other fees
The accounts receivable for total management, transactions, and other fees, which are included within Tenant and other receivables in the accompanying Consolidated Balance Sheets, are $17.9 million and $19.7 million, as of June 30, 2025 and December 31, 2024, respectively.
17
Recent Accounting Pronouncements
The following table provides a brief description of recent accounting pronouncements and the expected impact on our financial statements:
Standard
Description
Date of adoption
Effect on the financial statements or other significant matters
Recently issued:
ASU 2023-09, Income Taxes (Topic 740): Improvements to Income Tax Disclosures.
ASU 2023-09 requires public business entities to disclose additional information in specified categories with respect to the reconciliation of the effective tax rate to the statutory rate for federal, state, and foreign income taxes. It also requires greater detail about individual reconciling items in the rate reconciliation to the extent the impact of those items exceeds a specified threshold.
January 1, 2025
This is an annual disclosure requirement in the Form 10-K and the adoption of this ASU is not expected to have a material impact on the Company's consolidated financial statements.
ASU 2024-03, Income Statement—Reporting Comprehensive Income—Expense Disaggregation Disclosures (Subtopic 220-40): Disaggregation of Income Statement Expenses
ASU 2024-03 requires public business entities to provide additional disclosures that disaggregate certain income statement expense captions into specified categories. The ASU does not impact the presentation of expenses on the face of the income statement but requires additional footnote disclosures to provide users of the financial statements with greater insight into the nature and composition of reported expenses.
January 1, 2027
The Company is assessing the impact this ASU will have on the Company’s financial statement disclosures. While the adoption of this standard is not expected to have a material impact on the financial position or results of operations, it will require enhanced footnote disclosures related to the disaggregation of income statement expenses.
ASU 2024-04, Debt—Debt with Conversion and Other Options (Subtopic 470-20): Induced Conversions of Convertible Debt Instruments
ASU 2024-04 clarifies guidance on the accounting for inducements offered to holders of convertible debt instruments to encourage them to convert the debt into equity securities. Specifically, the ASU clarifies the recognition and measurement of inducement costs and their impact on the issuer’s financial statements.
January 1, 2026
The Company is assessing the impact this ASU will have on the Company’s financial statement disclosures. The adoption is not expected to have a material impact on the financial position or results of operations, as the Company currently does not have any convertible debt instruments in our financing arrangements.
ASU 2025-03, Business Combinations (Topic 805) and Consolidation (Topic 810): Determining the Accounting Acquirer in the Acquisition of a Variable Interest Entity
ASU 2025-03 clarifies the guidance in determining the accounting acquirer in a business combination effected primarily by exchanging equity interests when the acquiree is a VIE that meets the definition of a business.
The Company is currently evaluating the impact of this ASU, but it is not expected to materially affect the company's consolidated financial statements.
2.
Real Estate Investments
The following tables detail the properties acquired for the periods set forth below:
Six months ended June 30, 2025
Date Purchased
Property Name
City/State
PropertyType
Regency's Ownership
PurchasePrice (1)
DebtAssumed,Net ofDiscounts (Premium) (1)
IntangibleAssets (1)
IntangibleLiabilities (1)
Consolidated
1/1/2025
Putnam Plaza (2)
Carmel Hamlet, NY
Operating
100%
31,000
460
1/10/2025
Orange Meadows
Orange, CT
Outparcel
4,200
354
299
3/14/2025
Brentwood Place
Nashville, TN
118,500
9,371
18,295
Total consolidated
153,700
56,809
14,033
19,054
Unconsolidated
5/12/2025
Armonk Square
Armonk, NY
20%
26,250
11,884
2,405
5,498
Total unconsolidated
Total property acquisitions
179,950
68,693
16,438
24,552
In July 2025, the Company completed a $357 million acquisition of five operating properties, all located in Orange County, California. The purchase price was funded through a combination of units of the Operating Partnership issued at $72 per unit, the assumption of $150 million of secured mortgage debt with a weighted average interest rate of 4.2% and an average remaining term of approximately 12 years, and $7 million in cash used to pay off an existing secured loan.
Six months ended June 30, 2024
2/23/2024
The Shops at Stone Bridge
Cheshire, CT
Development
8,000
5/3/2024
Compo Acres North shopping center
Westport, CT
45,500
5,360
2,175
53,500
3.
Property Dispositions and Assets Held for Sale
The following table provides a summary of consolidated operating properties and land parcels sold during the periods set forth below:
(in thousands, except number sold data)
Net proceeds from sale of real estate investments
62,126
(Loss) Gain on sale of real estate, net of tax
(294
11,081
22,484
Provision for impairment of real estate sold (1)
554
Number of operating properties sold
Percent interest sold
19
As of June 30, 2025 the Company had one operating property and one land parcel classified as held for sale. There were no liabilities associated with these properties. The operating property was subsequently sold in July 2025. As of December 31, 2024 the Company did not have any of its properties classified as held for sale. The following table presents the assets associated with the properties classified as held for sale as of June 30, 2025:
Land and improvements
11,916
Buildings and improvements
4,561
(924
Assets associated with real estate assets held for sale
4.
Other Assets
The following table represents the components of Other assets in the accompanying Consolidated Balance Sheets as of the periods set forth below:
Goodwill
166,739
Investments (1)
138,087
51,820
Prepaid and other
56,451
40,240
Derivative assets
8,402
12,781
Furniture, fixtures, and equipment, net ("FF&E")
8,784
7,954
Deferred financing costs, net
8,010
9,512
Total other assets
5.
Notes Payable and Unsecured Credit Facilities
The Company's outstanding debt, net of unamortized debt premium (discount) and debt issuance costs, consisted of the following as of the dates set forth below:
Scheduled Maturity Date
WeightedAverageContractualRate
WeightedAverageEffectiveRate
Notes payable:
Fixed rate mortgage loans
11/5/2025 - 6/1/2037
3.9%
4.4%
366,886
337,703
Variable rate mortgage loans (1)
10/1/2026 - 2/20/2032
4.5%
4.6%
282,311
282,117
Fixed rate unsecured debt
11/1/2025 - 3/15/2049
4.2%
4,119,985
3,723,880
Total notes payable, net
Unsecured credit facility:
$1.5 Billion Line of Credit(the "Line") (1)(2)
3/23/2028
5.1%
5.5%
Total unsecured credit facility
Total debt outstanding
4,799,182
4,408,700
Significant financing activity during 2025 includes:
On May 13, 2025, the Company issued $400 million of senior unsecured notes due 2032, at a par value of 99.279% and a coupon of 5.0% (the "2025 Notes").
20
Scheduled principal payments and maturities on notes payable and the unsecured credit facility were as follows:
Scheduled Principal Payments and Maturities by Year:
ScheduledPrincipalPayments
MortgageLoanMaturities
UnsecuredMaturities (1)
Total
2025 (2)
5,117
16,000
250,000
271,117
2026
10,445
147,850
200,000
358,295
2027
7,558
226,308
525,000
758,866
2028
5,734
57,374
330,000
393,108
2029
2,786
97,120
425,000
524,906
Beyond 5 Years
5,172
78,468
2,450,000
2,533,640
Unamortized debt premium/(discount) and issuance costs
(10,735
(30,015
(40,750
36,812
612,385
4,149,985
The Company was in compliance as of June 30, 2025, with all debt covenants.
6.
Derivative Instruments
The Company may use derivative financial instruments, including interest swaps, caps, options, floors, and other interest rate derivative contracts, to hedge all or a portion of the interest rate risk associated with its borrowings. The Company does not intend to utilize derivative instruments for speculative transactions or purposes other than mitigation of interest rate risk. The use of derivative financial instruments carries certain risks, including the risk that the counterparties to these contractual arrangements are not able to perform under the agreements. To mitigate this risk, the Company only enters into derivative financial instruments with counterparties that have high credit ratings. The Company does not anticipate that any of the counterparties will fail to meet their obligations.
Detail on the Company's interest rate derivatives outstanding as of June 30, 2025 and December 31, 2024 is as follows:
(in thousands, except number of instruments data)
Interest Rate Swaps
Notional amount
301,885
301,444
Number of instruments
Detail on the fair value of the Company's interest rate derivatives as of June 30, 2025 and December 31, 2024 is as follows:
Interest rate swaps classified as:
Derivative liabilities
(1,735
(423
Derivatives in an asset position are included within Other assets in the accompanying Consolidated Balance Sheets, while those in a liability position are included within Accounts payable and other liabilities.
These derivative financial instruments are all interest rate swaps, which are designated and qualify as cash flow hedges. The Company does not enter into derivative instruments for trading or speculative purposes. As of June 30, 2025, all of the Company's derivatives are designated as cash flow hedges.
The changes in the fair value of derivatives designated and qualifying as cash flow hedges are recorded in Accumulated other comprehensive income ("AOCI") and subsequently reclassified into earnings in the period that the hedged interest payments affects earnings.
21
The following table represents the effect of the derivative financial instruments on the accompanying Consolidated Financial Statements:
Location and Amount of (Loss) Gain Recognized in OCI on Derivative
Location and Amount of Gain Reclassified from AOCI into Net Income
Total amounts presented in the Consolidated Statements of Operations in which the effects of cash flow hedges are recorded
Interest rate swaps
As of June 30, 2025, the Company expects approximately $1.3 million of accumulated comprehensive income on derivative instruments, including the Company's share from its Investments in real estate partnerships, to be reclassified into earnings during the next 12 months.
7.
Leases
Substantially all of the Company's leases are classified as operating leases. The Company's Lease income is comprised of both fixed and variable income. Fixed and in-substance fixed lease income includes stated amounts per lease contracts, which are primarily related to base rent, and in some cases stated amounts for common area maintenance ("CAM"), real estate taxes, and insurance (collectively, "Recoverable Costs"). Income for these amounts is recognized on a straight-line basis.
Variable lease income includes the following two main items in the lease contracts:
The following table provides a disaggregation of lease income recognized as either fixed or variable lease income based on the criteria specified in Topic 842:
Operating lease income
Fixed and in-substance fixed lease income
271,608
256,991
538,344
513,616
Variable lease income
93,762
86,082
192,141
178,372
Other lease related income, net:
Above/below market rent and tenant rent inducement amortization, net
5,731
7,441
12,481
13,264
Uncollectible straight-line rent (1)
(811
(823
(1,210
Uncollectible lease income
(1,573
(1,858
(1,959
(3,091
Total lease income
22
The following table represents the components of Tenant and other receivables, net of amounts considered uncollectible, in the accompanying Consolidated Balance Sheets:
Tenant receivables
30,166
35,306
Straight-line rent receivables
168,555
157,507
Other receivables (1)
62,103
62,682
Total tenant and other receivables
8.
Fair Value Measurements
(a) Disclosure of Fair Value of Financial Instruments
All financial instruments of the Company are reflected in the accompanying Consolidated Balance Sheets at amounts which, in management's estimation, reasonably approximate their fair values, except those instruments listed below:
CarryingAmount
Fair Value
Financial assets:
Notes receivable
31,650
31,723
31,790
31,755
Financial liabilities:
4,658,270
4,141,096
Unsecured credit facilities (1)
The above fair values represent management's estimate of the amounts that would be received from selling those assets or that would be paid to transfer those liabilities in an orderly transaction between market participants as of June 30, 2025, and December 31, 2024, respectively. These fair value measurements maximize the use of observable inputs which are classified within Level 2 of the fair value hierarchy. However, in situations where there is little, if any, market activity for the asset or liability at the measurement date, the fair value measurement reflects the Company's own judgments about the assumptions that market participants would use in pricing the asset or liability.
The Company develops its judgments based on the best information available at the measurement date, including expected cash flows, appropriate risk-adjusted discount rates, and available observable and unobservable inputs. Service providers involved in fair value measurements are evaluated for competency and qualifications on an ongoing basis. As considerable judgment is often necessary to estimate the fair value of these financial instruments, the fair values presented above are not necessarily indicative of amounts that will be realized upon disposition of the financial instruments.
(b) Fair Value Measurements
The following financial instruments are measured at fair value on a recurring basis:
Securities
The Company has investments in marketable securities and commercial time deposits that are included within Other assets on the accompanying Consolidated Balance Sheets. The marketable securities, which include mutual funds and exchange-traded funds, are measured at fair value using quoted prices in active markets and are classified as Level 1 inputs of the fair value hierarchy. During the three months ended June 30, 2025, the Company invested $90 million in commercial time deposits, consisting of two tranches with original maturities of five months and four months, respectively. These deposits are classified as Level 2 within the fair value hierarchy.
23
Changes in the value of securities are recorded within Net investment income in the accompanying Consolidated Statements of Operations, and include the following:
Unrealized Gain (Loss)
62
703
(2,385
3,134
Available-for-Sale Debt Securities
Available-for-sale debt securities consist of investments in corporate bonds and agency mortgage-backed securities. These securities are recorded at fair value, which is determined using either recent trade prices for the identical debt instrument or comparable instruments by issuers of similar industry sector, issuer credit rating, duration and security type. The fair value measurements for these are considered Level 2 inputs of the fair value hierarchy. Unrealized gains and losses on these available-for-sale debt securities are recognized through Other comprehensive income.
Interest Rate Derivatives
The fair value of the Company's interest rate derivatives is determined using widely accepted valuation techniques including discounted cash flow analysis on the expected cash flows of each derivative. This analysis reflects the contractual terms of the derivatives, including the period to maturity, and uses observable market-based inputs, including interest rate curves and implied volatilities. The Company incorporates credit valuation adjustments to appropriately reflect both its own nonperformance risk and the respective counterparty's nonperformance risk in the fair value measurements.
Although the Company has determined that the majority of the inputs used to value its derivatives fall within Level 2 of the fair value hierarchy, the credit valuation adjustments associated with its derivatives utilize Level 3 inputs, such as estimates of current credit spreads, to evaluate the likelihood of default by the Company and its counterparties. The Company has assessed the significance of the impact of the credit valuation adjustments on the overall valuation of its derivative positions and has determined that the credit valuation adjustments are not significant to the overall valuation of its interest rate swaps. As a result, the Company determined that its interest rate swaps valuation in its entirety is classified in Level 2 of the fair value hierarchy.
The following tables present the placement in the fair value hierarchy of assets and liabilities that are measured at fair value on a recurring basis:
Fair Value Measurements as of June 30, 2025
Quoted Prices in Active Markets for Identical Assets
Significant Other Observable Inputs
Significant Unobservable Inputs
Balance
(Level 1)
(Level 2)
(Level 3)
Assets:
126,217
36,217
90,000
Available-for-sale debt securities
11,870
Interest rate derivatives
146,489
110,272
Fair Value Measurements as of December 31, 2024
39,419
12,401
64,601
25,182
24
9.
Equity and Capital
Preferred Stock of the Parent Company
Terms and conditions of the preferred stock outstanding are summarized as follows:
Preferred Stock Outstanding as of June 30, 2025 and December 31, 2024
Date of Issuance
Shares Issued and Outstanding
Liquidation Preference
Distribution Rate
Callable By Company
Series A
8/18/2023
4,600,000
115,000,000
6.250%
On demand
Series B
4,400,000
110,000,000
5.875%
9,000,000
225,000,000
Each series of Preferred Stock is non-voting, has no stated maturity and is redeemable for cash at $25.00 per share at the Company's option. The holders of the Preferred Stock have general preference rights over common stockholders with respect to liquidation and quarterly distributions. Except under certain limited conditions, holders of the Preferred Stock will not be entitled to vote. In the event of a cumulative arrearage equal to six quarterly dividends, holders of the Preferred Stock (voting as a single class without regard to series) will have the right to elect two additional members to serve on the Company's Board of Directors until the arrearage has been cured. Upon the occurrence of a Change of Control, as defined in the Company's Articles of Incorporation, the holders of the Preferred Stock will have the right to convert all or part of the shares of the Preferred Stock held by such holders on the applicable conversion date into a number of shares of common stock.
Common Stock of the Parent Company
At the Market ("ATM") Program
Under the Parent Company's ATM Program, as authorized by the Board, the Parent Company may sell up to $500 million of common stock at prices determined by the market at the time of sale. The timing of sales, if any, will be dependent on market conditions and other factors.
During 2024, the Company entered into forward sale agreements under its ATM program through which the Parent Company expects to issue 1,339,377 shares of its common stock at a weighted average offering price of $74.66 per share before any underwriting discount and offering expenses. The shares under the forward sales agreements must be settled within one year of their trade dates, which vary by agreement, and range from November 26, 2025, to December 5, 2025. Upon settlement, subject to certain exceptions, the Company may elect, in its sole discretion, to physically settle, cash settle, or net share settle all or any portion of our obligations under any forward sale agreement.
No shares to be issued under the 2024 forward sales agreements have been settled as of June 30, 2025. Proceeds from the issuance of shares are expected to be approximately $100.0 million before any underwriting discount and offering expenses and are expected to be used to fund acquisitions of operating properties, fund developments and redevelopments, and for general corporate purposes.
As of June 30, 2025, and after giving effect to the aforementioned forward equity offering, $400 million of common stock remained available for issuance under this ATM Program.
25
Stock Repurchase Program
On July 31, 2024, the Board authorized a common stock repurchase program under which the Company may purchase up to a maximum of $250 million of its outstanding common stock through open market transactions, and/or in privately negotiated transactions (referred to as the "Repurchase Program"). The timing and price of stock repurchases, if any, are dependent upon market conditions and other factors. The stock repurchased, if not retired, is treated as treasury stock. The Board's authorization for the Repurchase Program expires on June 30, 2026, unless modified, extended or earlier terminated by the Board in its discretion.
During the six months ended June 30, 2025, the Company made no repurchases and $250 million remained available under the Repurchase Program.
Preferred Units of the Operating Partnership
The number of Series A Preferred Units and Series B Preferred Units, respectively, issued by the Operating Partnership is equal to the number of Series A Preferred Stock and Series B Preferred Stock, respectively, issued by the Parent Company.
Common Units of the Operating Partnership
Common Units are issued, or redeemed and retired, for each share of the Parent Company stock issued or redeemed, or retired, as described above, in each case at the Parent Company's election. During the six months ended June 30, 2025, unitholders exchanged 28,815 Partnership Units for $2.0 million in cash. During the same period ended June 30, 2024, 7,938 Partnership Units were exchanged for Parent Company common stock. These exchanges were completed at market value at the time of the transactions.
In July 2025, the Operating Partnership issued 2,773,087 EOP units, valued at $199.7 million based on the market price at the time of issuance, to unrelated third-party sellers as partial purchase price consideration for the acquisition of five properties.
10.
Stock-Based Compensation
The Company granted 321,704 shares of restricted stock with a weighted-average grant-date fair value of $77.32 per share and 343,014 shares of restricted stock with a weighted-average grant-date fair value of $60.25 per share during the six months ended June 30, 2025 and June 30, 2024, respectively. The Company records stock-based compensation expense within General and administrative expenses in the accompanying Consolidated Statements of Operations, and recognizes forfeitures as they occur.
Restricted stock (1)
5,455
4,662
10,898
9,302
Directors' fees paid in common stock and other employee stock grants
115
130
220
282
Capitalized stock-based compensation
(671
(446
(1,254
(880
4,899
4,346
8,704
26
11.
Earnings per Share and Unit
Parent Company Earnings per Share
The following summarizes the calculation of basic and diluted earnings per share:
Numerator:
Net income attributable to common shareholders - basic
Net income attributable to common shareholders - diluted
Denominator:
Weighted average common shares outstanding for basic EPS
181,543
183,703
181,497
184,188
Weighted average common shares outstanding for diluted EPS (1)
181,955
183,868
181,877
184,332
Net income per common share – basic
Net income per common share – diluted
The effect of the assumed exchange of the EOP units and certain other exchangeable units had an anti-dilutive effect upon the calculation of net income attributable to the common shareholders per share. Accordingly, the impact of such assumed exchanges has not been included in the determination of diluted net income per share calculations. Weighted average EOP units outstanding were 1,067,844 and 1,099,516 for the three months ended June 30, 2025 and 2024, respectively, and 1,088,815 and 1,100,305 for the six months ended June 30, 2025 and 2024, respectively.
Operating Partnership Earnings per Unit
The following summarizes the calculation of basic and diluted earnings per unit ("EPU"):
Net income attributable to common unit holders - basic
Net income attributable to common unit holders - diluted
Weighted average common units outstanding for basic EPU
182,611
184,803
182,586
185,288
Weighted average common units outstanding for diluted EPU (1)
183,023
184,968
182,966
185,433
Net income per common unit – basic
Net income per common unit – diluted
The effect of the assumed exchange of certain other exchangeable units had an anti-dilutive effect upon the calculation of net income attributable to the common unit holders per share. Accordingly, the impact of such assumed exchanges has not been included in the determination of diluted net income per unit calculations.
12.
Segment Information
The Company's portfolio is located throughout the United States. Management does not distinguish or group its operations on a geographical basis for purposes of allocating resources or capital. The Company’s chief operating decision maker ("CODM") evaluates operating and financial performance for each property on an individual property level; therefore, the Company defines an operating segment as its individual properties. The individual properties have been aggregated into one reportable segment based upon their similarities with regard to both the nature and economics of the centers, tenants and operational processes, as well as long-term average financial performance.
27
The following tables provide information about the Company's reportable segment's revenues, significant expenses, net operating income ("NOI") and the reconciliation of NOI to the Company’s consolidated Net income:
405,915
381,232
814,003
767,581
4,613
2,778
7,992
7,372
Less:
Straight-line rent on lease income
(6,332
(4,303
(12,783
(9,814
Above/below market rent amortization, net
(5,919
(7,617
(12,924
(13,629
Total real estate revenues
398,277
372,090
796,288
751,510
Operating expenses (1)
(65,664
(64,087
(139,128
(132,159
(51,680
(49,611
(102,689
(98,021
NOI
280,933
258,392
554,471
521,330
Reconciliation of NOI to Net income:
Consolidated:
5,787
4,120
11,394
9,714
Straight-line rent on ground rent
(336
(673
(677
Above/below market ground rent amortization
(532
(535
(1,067
(1,070
(99,535
(100,968
(196,309
(198,553
(25,480
(24,238
(47,080
(50,370
(1,944
(3,066
(3,632
(5,709
Other expense, net
(51,040
(31,394
(99,713
(60,608
Add: Share of noncontrolling interests excluded from NOI
2,200
2,036
4,404
4,082
Less: Equity in income of investments in real estate excluded from NOI
(14,679
(13,258
(28,130
(26,947
13.
Commitments and Contingencies
Litigation
The Company is a party to litigation and other disputes that arise in the ordinary course of business. While the outcome of any particular lawsuit or dispute cannot be predicted with certainty, in the opinion of management, the Company's currently pending litigation and disputes are not expected to have a material adverse effect on the Company's consolidated financial position, results of operations, or liquidity. Legal fees are expensed as incurred.
28
Environmental
The Company is subject to numerous environmental laws and regulations. With respect to applicability to the Company, these pertain primarily to chemicals historically used by certain current and former dry cleaning tenants, the existence of asbestos in older shopping centers, underground petroleum storage tanks and other historic land uses. The Company believes that the ultimate disposition of currently known environmental matters will not have a material effect on its financial position, liquidity, or operations. The Company can give no assurance that existing environmental studies with respect to its shopping centers have revealed all potential environmental contamination; that its estimate of liabilities will not change as more information becomes available; that any previous owner, occupant or tenant did not create any material environmental condition not known to the Company; that the current environmental condition of the shopping centers will not be affected by tenants and occupants, by the condition of nearby properties, or by unrelated third parties; and that changes in applicable environmental laws and regulations or their interpretation will not result in additional environmental liability to the Company.
The Company had accrued liabilities of $16.6 million and $17.3 million for environmental remediation, which are included in Accounts payable, and other liabilities on the Company’s Consolidated Balance Sheets as of June 30, 2025 and December 31, 2024, respectively.
Letters of Credit
The Company has the right to issue letters of credit under the Line up to an aggregate amount not to exceed $50.0 million, which reduces the credit availability under the Line. These letters of credit are primarily issued as collateral on behalf of its captive insurance subsidiary and to facilitate the construction of development projects. The Company had $13.4 million and $10.9 million in letters of credit outstanding as of June 30, 2025 and December 31, 2024, respectively.
29
Item 2. Management's Discussion and Analysis of Financial Condition and Results of Operations
Forward-Looking Statements
Certain statements in this document regarding anticipated financial, business, legal or other outcomes including business and market conditions, outlook and other similar statements relating to Regency's future events, developments, or financial or operational performance or results, are "forward-looking statements" made pursuant to the safe harbor provisions of the Private Securities Litigation Reform Act of 1995 and other federal securities laws. These forward-looking statements are identified by the use of words such as "may," "will," "could," "should," "would," "expect," "estimate," "believe," "intend," "forecast," "project," "plan," "anticipate," "guidance," and other similar language. However, the absence of these or similar words or expressions does not mean a statement is not forward-looking. While we believe these forward-looking statements are reasonable when made, forward-looking statements are not guarantees of future performance or events and undue reliance should not be placed on these statements. Although we believe the expectations reflected in any forward-looking statements are based on reasonable assumptions, we can give no assurance these expectations will be attained, and it is possible actual results may differ materially from those indicated by these forward-looking statements due to a variety of risk factors, including, without limitation, risk factors relating to:
As more specifically described in Part I, Item 1A. “Risk Factors" of our Annual Report on Form 10-K for the year ended December 31, 2024 ("2024 Form 10-K") and in Part II, Item 1A. "Risk Factors" in this Report. When considering an investment in our securities, you should carefully read and consider these risks, together with all other information in our most recent 2024 Form 10-K, subsequent Quarterly Reports on Form 10-Q, and our other filings with and submissions to the SEC. If any of the events described in the risk factors actually occur, our business, financial condition or operating results, as well as the market price of our securities, could be materially adversely affected. Forward-looking statements are only as of the date they are made, and Regency undertakes no duty to update its forward-looking statements, whether as a result of new information, future events or developments or otherwise, except as and to the extent required by law.
Non-GAAP Financial Measures
In addition to the required Generally Accepted Accounting Principles ("GAAP") presentations, we use and report certain non-GAAP financial measures as we believe these measures improve the understanding of our operational results. We believe these non-GAAP financial measures provide useful information to our Board of Directors, management and investors regarding certain trends relating to our financial condition and results of operations. Our management uses these non-GAAP financial measures to compare our performance to that of prior periods for trend analyses, purposes of determining management incentive compensation and budgeting, forecasting and planning purposes. We continually evaluate the usefulness, relevance, limitations, and calculation of our reported non-GAAP financial measures to determine how best to provide relevant information to the public, and thus such reported measures could change.
We do not consider non-GAAP financial measures an alternative to financial measures determined in accordance with GAAP, rather they supplement GAAP measures by providing additional information we believe to be useful to our shareholders. The principal limitation of these non-GAAP financial measures is that they may exclude significant expense and income items that are required by GAAP to be recognized in our Consolidated Financial Statements. In addition, they reflect the exercise of management's judgment about which expense and income items are excluded or included in determining these non-GAAP financial measures. In order to compensate for these limitations, reconciliations of the non-GAAP financial measures we use to their most directly comparable GAAP measures are provided. Non-GAAP financial measures should not be relied upon in evaluating the financial condition, results of operations, or future prospects of the Company.
Our non-GAAP financial measures include the following:
Companies use different depreciable lives and methods, and real estate values historically fluctuate with market conditions. Since Nareit FFO excludes depreciation and amortization and gains on sale and impairments of real estate, it provides a performance measure that, when compared year over year, reflects the impact on operations from trends in percent leased, rental rates, operating costs, acquisition and development activities, and financing costs. This provides a perspective of our financial performance not immediately apparent from net income determined in accordance with GAAP. Thus, Nareit FFO is a supplemental non-GAAP financial measure of our operating performance, which does not represent cash generated from operating activities in accordance with GAAP; and, therefore, should not be considered a substitute measure of cash flows from operations.
Management believes that NOI is a useful measure for investors because it provides insight into the core operations and performance of our properties, independent of the capital structure, financing activities, and non-operating factors. By focusing on property-level performance, NOI allows investors to compare the performance of our real estate assets across periods and with those of other REIT peers in the industry, facilitating a clearer understanding of trends in occupancy, rental income, and operating expense management. In addition to its relevance for investors, management uses NOI as a key performance metric in making operational and strategic decisions. NOI is used to evaluate income generated from shopping centers (i.e., return on assets) and to guide decisions on capital investments. These decisions may include acquisitions, redevelopments, and investments in capital improvements.
We provide Pro-rata financial information because we believe it assists investors and analysts in estimating our economic interest in our consolidated and unconsolidated real estate investment partnerships, when read in conjunction with our reported results under GAAP. We believe presenting our Pro-rata share of assets, liabilities, operating results, and other metrics, along with certain other non-GAAP financial measures, makes comparisons of our operating results to those of other REITs more meaningful. The Pro-rata information provided is not, nor is it intended to be, presented in accordance with GAAP. The Pro-rata supplemental details of assets and liabilities and supplemental details of operations reflect our proportionate economic ownership of the assets, liabilities, and operating results of the properties in our portfolio.
The Pro-rata information is prepared on a basis consistent with the comparable consolidated amounts and is intended to more accurately reflect our proportionate economic interest in the assets, liabilities, and operating results of properties in our portfolio. We do not control the unconsolidated real estate partnerships, and the Pro-rata presentations of the assets and liabilities, and revenues and expenses do not represent our legal claim to such items. The partners are entitled to profit or loss allocations and distributions of cash flows according to the operating agreements, which generally provide for such allocations according to their invested capital. Our share of invested capital establishes the ownership interests we use to prepare our Pro-rata share.
31
The presentation of Pro-rata information has limitations which include, but are not limited to, the following:
Because of these limitations, the Pro-rata financial information should not be considered independently or as a substitute for our financial statements as reported under GAAP. We compensate for these limitations by relying primarily on our GAAP financial statements, using the Pro-rata information as a supplement.
Management believes this measure provides investors with a useful and consistent comparison of the Company’s operating performance and trends. Management uses Pro-rata Same Property NOI as a supplemental measure to assess property-level performance, excluding the effects of corporate-level expenses, financing costs, and non-operating activities. This measure allows investors to evaluate trends in revenue and expense growth for properties that have been consistently operated during the periods.
Other Defined Terms
The following terms, as defined, are commonly used by management and the investing public to understand and evaluate our operational results, and are included in this document:
Overview of Our Strategy
Regency Centers Corporation began operations as a publicly-traded REIT in 1993. All of our operating, investing, and financing activities are performed through our Operating Partnership, Regency Centers, L.P. and its wholly-owned subsidiaries, and through our real estate partnerships. As of June 30, 2025, the Parent Company owned approximately 99.4% of the outstanding Common Units and 100% of the Preferred Units of the Operating Partnership.
32
We are a preeminent national owner, operator, and developer of neighborhood and community shopping centers predominantly located in suburban trade areas with compelling demographics. As of June 30, 2025, we had full or partial ownership interests in 483 retail properties. Our properties are high-quality neighborhood and community shopping centers primarily anchored by market leading grocers and principally located in suburban markets within the country's most desirable metro areas, and contain approximately 57.6 million square feet ("SF") of gross leasable area ("GLA"). Our mission is to create thriving environments for retailers and service providers to connect with surrounding neighborhoods and communities. Our vision is to elevate quality of life as an integral thread in the fabric of our communities. Our portfolio includes thriving properties merchandised with highly productive grocers, restaurants, service providers, and best-in-class retailers that connect with their neighborhoods, communities, and customers.
Our values:
Our goals are to:
Executing on our Strategy
During the six months ended June 30, 2025, we had Net income attributable to common shareholders of $208.8 million as compared to $205.6 million during the six months ended June 30, 2024.
During the six months ended June 30, 2025:
33
We continued our development and redevelopment of high quality shopping centers:
We maintained liquidity and the financial flexibility to cost effectively fund investment opportunities and debt maturities:
Economic Conditions
Refer to the Estimated Risks and Uncertainties section in Note 1 — Organization and Significant Accounting Policies, as these risks and uncertainties could have a material impact on future results of operations and trends.
Property Portfolio
The following table summarizes general information related to the consolidated properties in our portfolio:
(GLA in thousands)
Number of Properties
380
379
GLA
44,343
43,876
% Leased – Operating and Development
96.2
%
% Leased – Operating
96.4
96.5
Weighted average annual effective rent per square foot ("PSF"), net of tenant concessions.
$26.01
$25.56
The following table summarizes general information related to the unconsolidated properties owned in real estate investment partnerships in our portfolio:
103
13,300
13,439
96.7
96.8
% Leased –Operating
Weighted average annual effective rent PSF, net of tenant concessions
$25.05
$24.51
The following table summarizes Pro-rata occupancy rates of our combined consolidated and unconsolidated shopping center portfolio:
Percent Leased – All Properties
96.3
Anchor Space (spaces ≥ 10,000 SF)
98.0
98.4
Shop Space (spaces < 10,000 SF)
93.4
93.0
34
The following table summarizes leasing activity, including our Pro-rata share of activity within the portfolio of our real estate partnerships (totals as a weighted average PSF):
LeasingTransactions
SF (inthousands)
Base RentPSF
TenantAllowanceand LandlordWork PSF
LeasingCommissionsPSF
Anchor Space Leases
New
156
20.34
63.92
6.22
Renewal
48
1,430
13.83
0.49
0.19
Total Anchor Space Leases
1,586
14.47
6.75
0.78
Shop Space Leases
475
42.40
52.43
16.72
625
1,184
40.45
1.40
1.31
Total Shop Space Leases
888
1,659
41.00
16.00
5.72
Total Leases
944
3,245
28.03
11.48
3.30
307
21.76
69.01
8.09
1,911
19.56
0.13
0.09
78
2,218
19.86
9.65
1.20
592
39.42
39.95
13.69
624
1,258
36.89
2.65
906
1,850
37.70
14.59
4.77
984
4,068
27.98
11.90
2.82
The weighted-average base rent PSF on signed Shop Space leases during 2025 was $41.00 PSF, which is higher than the weighted average annual base rent PSF of all Shop Space leases due to expire during the next 12 months of $36.49 PSF. New and renewal rent spreads, compared to prior rents on these same spaces leased, were positive at 9.1% for the six months ended June 30, 2025, compared to 8.9% for the six months ended June 30, 2024.
Diversification and Concentration of Tenant Risk
We seek to reduce our risk by limiting dependence on any single tenant. Based on percentage of annualized base rent, the following table summarizes our most significant tenants, of which four of the top five are grocers:
Tenant
Number ofStores
Percentage ofCompany-owned GLA (1)
Percentage ofAnnual Base Rent (1)
Publix
67
5.9%
2.8%
TJX Companies, Inc.
75
3.7%
Albertsons Companies, Inc.
52
2.7%
Amazon/Whole Foods
39
2.6%
Kroger Co.
6.0%
35
Bankruptcies and Credit Concerns
Our management team devotes significant time to researching and monitoring consumer preferences and trends, customer shopping behaviors, changes in delivery methods, shifts to e-commerce, and changing demographics in order to anticipate the challenges and opportunities impacting our industry. We seek to mitigate potentially adverse impacts through maintaining a high quality portfolio, diversifying our geographic and tenant mix, replacing less successful tenants with stronger operators, anchoring our centers with market leading grocery stores that drive customer traffic, and investing in suburban trade areas with compelling demographic populations benefiting from high levels of disposal income.
We recognize that current economic conditions including, but not limited to, the potential impacts of tariffs and trade deals, inflation, cost and availability of labor, including potential labor shortages related to deportations or threat of deportations, increasing energy prices and interest rates, supply chain disruptions, access to and cost of credit, and new tax and regulatory changes have introduced additional macroeconomic uncertainty. These economic conditions could place further financial strain on retailers by raising costs and compressing margins. The potential for a recession and the severity and duration of any economic downturn could negatively impact our existing tenants and their ability to continue to meet their lease obligations.
Although base rent is derived from long-term lease contracts, tenants that file for bankruptcy generally have the legal right to reject any or all of their leases and close related stores. Any unsecured claim we hold against a bankrupt tenant for unpaid rent might be paid only to the extent that funds are available and only in the same percentage as is paid to all other holders of unsecured claims. As a result, in a tenant bankruptcy situation it is likely that we would recover substantially less than the full value of any unsecured claims we hold. Additionally, we may incur significant expense to adjudicate our claim and significant downtime to re-lease the vacated space. In the event that a tenant with a significant number of leases in our shopping centers files for bankruptcy and rejects its leases, we could experience a significant reduction in our revenues. At June 30, 2025, the tenants who are currently in bankruptcy and which continue to occupy space in our shopping centers represent an aggregate of 0.3% of our Pro-rata annual base rent.
Results of Operations
Comparison of the three months ended June 30, 2025 and 2024:
Changes in revenues are summarized in the following table:
Change
Base rent
258,371
245,476
12,895
Recoveries from tenants
91,505
84,805
6,700
Percentage rent
2,950
1,996
954
285
Other lease income
6,334
5,865
469
Straight-line rent
1,667
(1,710
21,260
1,829
509
23,598
Total lease income increased by $21.3 million primarily due to the following:
36
Other property income increased by $1.8 million primarily due to an increase in business interruption proceeds received in 2025.
There were no significant changes in Management, transaction, and other fees.
Changes in our operating expenses are summarized in the following table:
(1,433
1,268
2,022
1,242
(1,122
1,977
Depreciation and amortization costs decreased by $1.4 million, mainly due to the following:
Property operating expense increased by $1.3 million, mainly due to higher recoverable common area maintenance and other tenant-related costs at same properties.
Real estate taxes increased by $2.0 million, mainly due to increases in real estate tax assessments across the same property portfolio.
General and administrative costs increased by $1.2 million, mainly due to the following:
Other operating expenses decreased by $1.1 million, mainly due to the phase-out of transition costs incurred in 2024 related to the acquisition of Urstadt Biddle Properties ("UBP").
37
Other expense, net are summarized in the following table:
Interest on notes payable
51,081
46,864
4,217
Interest on unsecured credit facilities
2,735
1,704
1,031
Capitalized interest
(2,422
(1,520
(902
Hedge expense
226
148
Interest income
(1,348
(4,018
7,094
11,375
(85
19,646
Interest expense, net, increased by $7.1 million primarily due to the following:
Provision for impairment of real estate of $1.3 million was recognized in the three months ended June 30, 2025 related to the sale of one operating property and one property that was held for sale as of June 30, 2025 and subsequently sold in July 2025
During the three months ended June 30, 2024, we recognized gains on sale of $11.1 million mainly from the sale of two operating properties and recognition of one sales-type lease.
There were no significant changes in Net investment income.
Equity in income of investments in real estate partnerships increased $1.4 million mainly due to increases in operating income driven from increased occupancy and positive rental spreads on new and renewal leases at properties held in the unconsolidated real estate partnerships.
The following represents the remaining components that comprise Net income attributable to common shareholders and unit holders:
3,420
Income attributable to noncontrolling interests
(67
3,353
Net income attributable to exchangeable operating partnership units
3,338
There were no significant changes in Income attributable to noncontrolling interests, Preferred stock dividends, and Net income attributable to exchangeable operating partnership units.
38
Comparison of the six months ended June 30, 2025 and 2024:
512,927
489,611
23,316
182,986
169,828
13,158
9,608
9,803
(195
1,132
12,747
11,822
925
1,680
Above / below market rent amortization, net
(783
39,233
500
40,658
Lease income increased by $39.2 million primarily due to the following:
There were no significant changes in Other property income, and Management, transaction, and other fees.
(2,244
6,453
4,075
(3,290
(2,077
2,917
Depreciation and amortization decreased by $2.2 million mainly due to the following:
Property operating expense increased by $6.5 million, mainly due to the following:
Real estate taxes increased by $4.1 million, mainly due to increases in real estate tax assessments across the same property portfolio.
General and administrative costs decreased by $3.3 million mainly due to the following:
Other operating expenses decreased by $2.1 million, mainly due to the $4.7 million of transition costs incurred in 2024 related to the UBP acquisition, partially offset by increases in environmental reserve costs and development pursuit costs.
Changes in Other expense, net are summarized in the following table:
99,411
92,465
6,946
5,649
3,143
2,506
(4,534
(3,176
(1,358
451
258
(2,692
(6,644
3,952
12,239
22,677
(180
3,107
39,105
Interest expense, net increased by $12.2 million primarily due to the following:
40
Provision for impairment of real estate, net of tax of $1.3 million, was recognized in 2025 primarily related to the subsequent sale of a held-for-sale property after period end.
During the six months ended June 30, 2024, we recognized gains on sale of real estate, net of tax of $22.5 million primarily from the sale of three operating properties and recognition of two sales-type leases.
There were no significant changes in Loss on early extinguishments of debt.
Net investment income decreased by $3.1 million primarily driven by market volatility during the current period, including a $2.9 million decrease in returns on investments held in the non-qualified deferred compensation plan and a $0.2 million decrease in returns related to other corporate investments.
Equity in income of investments in real estate partnerships increased by $4.0 million mainly due to increases in operating income driven from increased occupancy and positive rental spreads on new and renewal leases at properties held in the unconsolidated real estate partnerships.
2,615
551
3,166
3,151
Supplemental Earnings Information on Non-GAAP Financial Measures
We use certain non-GAAP financial measures, in addition to certain performance metrics determined under GAAP, as we believe these measures improve the understanding of the operating results. We believe these non-GAAP financial measures provide useful information to our Board of Directors, management and investors regarding certain trends relating to our financial condition and results of operations. Our management uses these non-GAAP measures to compare our performance to that of prior periods for trend analyses, purposes of determining management incentive compensation and budgeting, forecasting and planning purposes. We provide Pro-rata financial information because we believe it assists investors and analysts in estimating our economic interest in our consolidated and unconsolidated real estate partnerships, when read in conjunction with our reported results under GAAP. We believe presenting our Pro-rata share of operating results, along with other non-GAAP financial measures, may assist in comparing our operating results to other REITs. We continually evaluate the usefulness, relevance, limitations, and calculation of our reported non-GAAP financial measures to determine how best to provide relevant information to the public, and thus such reported non-GAAP financial measures could change. See "Non-GAAP Financial Measures" at the beginning of this Management's Discussion and Analysis.
We do not consider non-GAAP financial measures as an alternative to financial measures determined in accordance with GAAP, rather they supplement GAAP measures by providing additional information we believe to be useful to our shareholders. The principal limitation of these non-GAAP financial measures is that they may exclude significant expense and income items that are required by GAAP to be recognized in our Consolidated Financial Statements. In addition, they reflect the exercise of management's judgment about which expense and income items are excluded or included in determining these non-GAAP financial measures. In order to compensate for these limitations, reconciliations of the non-GAAP financial measures we use to their most directly comparable GAAP measures are provided, including as set forth below. Non-GAAP financial measures should not be relied upon in evaluating the financial condition, results of operations, or future prospects.
41
Pro-rata Same Property NOI (Non-GAAP Financial Measures):
281,802
270,323
11,479
561,207
539,400
21,807
99,778
93,527
6,251
199,627
187,064
12,563
3,491
2,453
1,038
10,904
10,976
(72
Termination fees
2,044
1,568
476
4,368
3,410
958
(1,443
(2,148
705
(1,964
(3,507
1,543
4,845
4,824
9,528
9,406
122
3,901
2,225
1,676
6,613
4,900
1,713
Total real estate revenue
394,418
372,772
21,646
790,283
751,649
38,634
Operating and maintenance
62,800
61,931
869
130,757
126,074
4,683
Termination expense
(65
65
(5
51,188
49,658
1,530
101,682
98,124
3,558
Ground rent
3,542
3,652
(110
7,263
7,889
(626
Total real estate operating expenses
117,530
115,176
2,354
239,702
232,092
7,610
Pro-rata same property NOI
276,888
257,596
19,292
550,581
519,557
31,024
Less: Termination fees
1,633
411
3,405
963
Pro-rata same property NOI, excluding termination fees
274,844
255,963
18,881
546,213
516,152
30,061
Pro-rata same property NOI growth, excluding termination fees
7.4
5.8
Pro-rata same property NOI, excluding termination fees/expenses, changed from the following major components:
Total real estate revenue increased by $21.6 million and $38.6 million, on a net basis, during the three and six months ended June 30, 2025 and 2024, respectively, as follows:
Total real estate operating expenses increased by $2.4 million and $7.6 million, on a net basis, during the three and six months ended June 30, 2025 and 2024, respectively as follows:
42
Reconciliation of Pro-rata Same Property NOI to Net Income Attributable to Common Shareholders:
(7,244
(6,735
(14,056
(13,131
Other (1)
(12,850
(12,726
(26,539
(25,313
Plus:
Other operating expense
Equity in income of investments in real estate excluded from NOI (2)
14,679
13,258
28,130
26,947
Preferred stock dividends and issuance costs
3,413
6,826
Less non-same property NOI
(4,045
(796
(3,890
(1,773
Nareit FFO, Core Operating Earnings and AFFO (Non-GAAP Financial Measures):
Our reconciliation of net income attributable to common shareholders to Nareit FFO, to Core Operating Earnings, and to AFFO is as follows:
(in thousands, except share information)
Reconciliation of Net income attributable to common shareholders to Nareit FFO
Adjustments to reconcile to Nareit FFO: (1)
Depreciation and amortization (excluding FF&E)
107,329
107,592
211,363
211,964
346
(11,080
245
(22,488
Nareit FFO attributable to common stock and unit holders
212,131
196,368
422,880
396,335
Reconciliation of Nareit FFO to Core Operating Earnings
Nareit FFO
Adjustments to reconcile to Core Operating Earnings: (1)
Not Comparable Items
Merger transition costs
2,133
4,694
Certain Non-Cash Items
(6,784
(5,283
(13,297
(11,021
Uncollectible straight-line rent
744
1,377
1,120
2,033
(5,376
(7,073
(11,837
(12,540
Debt and derivative mark-to-market amortization
1,510
1,731
2,802
2,640
Core Operating Earnings
202,225
189,253
401,668
382,321
Reconciliation of Core Operating Earnings to AFFO:
Adjustments to reconcile to AFFO (1):
Operating capital expenditures
(32,524
(33,886
(56,277
(54,738
Debt cost and derivative adjustments
2,297
4,426
4,162
Stock-based compensation
AFFO
177,453
162,051
360,715
341,047
43
Liquidity and Capital Resources
We use cash flows generated from operating, investing, and financing activities to strengthen our balance sheet, finance our development and redevelopment projects, fund our investment activities, and maintain financial flexibility. A significant portion of our cash flows from operations is distributed to our common shareholders in the form of dividends in order to maintain our status as a REIT.
Except for $200 million of private placement debt, our Parent Company has no capital commitments other than its guarantees of the commitments of our Operating Partnership. All remaining debt is held by our Operating Partnership, its subsidiaries, or by our real estate partnerships. The Operating Partnership is a co-issuer and a guarantor of the $200 million of outstanding debt of our Parent Company. The Parent Company will from time to time access the capital markets for the purpose of issuing new equity, and will simultaneously contribute all of the offering proceeds to the Operating Partnership in exchange for additional partnership units.
We continually assess our available liquidity and our expected cash requirements, including monitoring our tenant rent collections. We have access to and draw on multiple financing sources to fund our operations and our long-term capital needs, including the requirements of our in process and planned developments, redevelopments, other capital expenditures, and the repayment of debt. We expect to meet these needs by using a combination of the following: cash flows from operations after funding our common stock and preferred stock dividends, borrowings from our Line, proceeds from sale of real estate, mortgage loan and unsecured bank financing, distributions received from our real estate partnerships, and when the capital markets are favorable, proceeds from sale of equity securities or the issuance of new unsecured debt. We continually evaluate alternative financing options, and we believe we can obtain new financing on reasonable terms, although likely at higher interest rates than that of our debt currently outstanding, due to the current interest rate environment.
Given the elevated interest rate environment, we are actively monitoring market conditions and evaluating strategies to mitigate interest rate risk. These strategies may include the use of interest rate swaps, caps, or forward-starting hedges to lock in rates on future debt issuances or refinancings. We are also prioritizing refinancing of maturing debt with long-duration fixed-rate debt where appropriate, to minimize future exposure to rate volatility.
On May 13, 2025, the Company issued $400 million of senior unsecured notes due 2032, at a par value of 99.279% and a coupon of 5.0%. The intended use of the net proceeds includes (i) to reduce the outstanding balance on the Line, (ii) for the repayment of $250 million of 3.90% unsecured public debt due November 1, 2025, upon it's maturity and (iii) for general corporate purposes, which may include the future repayment of other outstanding debt. Pending the maturity of the November 2025 unsecured public debt, we also temporarily invested a portion of the proceeds in commercial time deposits.
As of June 30, 2025, we had $556.4 million of debt maturing within the next 12 months, including $350 million of unsecured public debt maturing in November 2025, and Regency's pro-rata share of maturities within our unconsolidated real estate partnerships, which we intend to refinance or pay off as they mature. We currently expect to address these maturing obligations through a combination of refinancing, available liquidity under our Line, and proceeds from potential property sales. We continually monitor capital markets and proactively manage our debt maturity profile to maintain a strong balance sheet and financial flexibility.
Based upon our available cash balance, sources of capital, our current credit ratings, and the number of high quality, unencumbered properties we own, we believe our available capital resources are sufficient to meet our expected capital needs for the next year, although, in the longer term, we can provide no assurances.
44
In addition to our $150.7 million of unrestricted cash, we have the following additional sources of capital available:
ATM program
Original offering amount
500,000
Available capacity (1)
400,000
Line of credit
Total commitment amount
1,500,000
Available capacity (2)
1,457,440
Maturity (3)
March 23, 2028
While future dividends on shares of our common stock will be determined at the discretion of our Board of Directors, we plan to continue paying an aggregate amount of distributions to our stock and unit holders that, at a minimum, meet the requirements to continue qualifying as a REIT for federal income tax purposes.
We have historically generated sufficient cash flows from operations to fund our dividend distributions. During the six months ended June 30, 2025 and 2024, we generated cash flows from operations of $405.1 million and $371.2 million, respectively, and paid $263.8 million and $255.4 million in dividends to our common stock, preferred stock and unit holders.
We currently have development and redevelopment projects in various stages of planning, design and construction, along with a pipeline of potential projects for future development or redevelopment. After funding our common and preferred stock and units dividend payment in July 2025, we estimate that we will require capital during the next 12 months of approximately $982.5 million related to leasing commissions, tenant improvements, in-process developments and redevelopments, capital contributions to our real estate partnerships, and repaying maturing debt. These capital requirements may be impacted by tariffs and inflation, as well as potential shortages of labor employed by contractors, resulting in increased costs of construction materials, labor, and services from third-party contractors and suppliers. We continue to implement mitigation strategies including, but not limited to, entering into fixed cost construction contracts, pre-ordering materials, and other planning efforts. Further, continued challenges from permitting delays and labor and material shortages may extend the time to completion of these projects.
If we start new developments or redevelopments, commit to property acquisitions, repay debt prior to maturity, declare future dividends, or repurchase shares of our common stock, our cash requirements will increase. If we refinance maturing debt, our cash requirements will decrease.
We endeavor to maintain a high percentage of unencumbered assets. As of June 30, 2025, 89.4% of our consolidated real estate assets were unencumbered. Our low level of encumbered assets allows us to more readily access the secured and unsecured debt markets and to maintain borrowing capacity on the Line.
Our Line and unsecured debt require that we remain in compliance with various customary financial covenants, which are described in the Consolidated Financial Statements included in our 2024 Form 10-K. We were in compliance with these covenants at June 30, 2025, and expect to remain in compliance.
45
Summary of Cash Flow Activity
The following table summarizes net cash flows related to operating, investing, and financing activities of the Company:
33,865
(258,550
329,051
Net change in cash, cash equivalents, and restricted cash
104,366
Total cash, cash equivalents, and restricted cash
74,896
Net cash provided by operating activities:
Net cash provided by operating activities increased $33.9 million due to:
Net cash used in investing activities:
Net cash used in investing activities changed by $258.6 million as follows:
(38,053
(62,882
(84,994
(4,638
32,651
(2,824
2,365
(10,038
818
(707
(90,248
Significant changes in investing activities include:
46
We plan to continue developing and redeveloping shopping centers for long-term investment. During the six months ended June 30, 2025, we deployed capital of $204.7 million for the development, redevelopment, and capital improvement of our real estate properties, comprised of the following:
Capital expenditures:
Land acquisitions
11,650
(11,650
Building and tenant improvements
48,676
43,918
4,758
Redevelopment costs
69,906
48,364
21,542
Development costs
71,820
27,584
44,236
3,614
507
Capitalized direct compensation
10,641
7,152
3,489
204,657
141,775
62,882
47
The following table summarizes our development projects in-process and completed:
(in thousands, except cost PSF)
Market
Ownership (1)
StartDate
EstimatedStabilizationYear (2)
Estimated / Actual NetDevelopmentCosts (1) (3)
% of Costs Incurred
GLA (1)
Cost PSFof GLA (1) (3)
Developments In-Process
Sienna Grande Shops
Houston, TX
75%
Q2-2023
9,393
408
The Shops at SunVet
Long Island, NY
92,863
79
172
540
Q1-2024
68,277
71
155
440
Jordan Ranch Market
50%
Q3-2024
23,006
81
284
Oakley Shops at Laurel Fields
Bay Area, CA
35,500
58
455
Total Developments In-Process
229,039
450
Developments Completed
Baybrook East - Phase 1B
Q2-2022
9,500
77
123
Total Developments Completed
The following table summarizes our redevelopment projects in process and completed:
Start Date
Estimated Stabilization Year (2)
Estimated NetProject Costs (1) (3)
Redevelopments In-Process
Bloom on Third
Los Angeles, CA
35%
Q4-2022
24,525
Serramonte Center - Phase 3
San Francisco, CA
36,989
Circle Marine Shops & Marketplace
Q3-2023
14,986
87
Avenida Biscayne
Miami, FL
Q4-2023
22,493
Cambridge Square
Atlanta, GA
13,752
Anastasia Plaza
Jacksonville, FL
15,607
61
East Meadow Plaza - Phase 1
11,736
West Chester Plaza
Cincinnati, OH
Q4-2024
15,442
Willows Shopping Center
16,807
The Crossing Clarendon
Metro DC
Q2-2025
13,679
Various Redevelopments
Various
102,595
Total Redevelopments In-Process
288,611
Redevelopments Completed
Various Properties
17,128
92
Total Redevelopments Completed
Net cash provided by (used in) financing activities:
Net cash flows provided by financing activities increased by $329.1 million during 2025, as follows:
1,993
200,066
252
5,415
124
(8,317
(1,352
(27,419
(165,581
55,282
1,061
9,641
Significant financing activities during the six months ended June 30, 2025 and 2024, include the following:
49
Investments in Real Estate Partnerships
The following table is a summary of the unconsolidated combined assets and liabilities of our real estate partnerships and our Pro-rata share:
Combined
Regency's Share (1)
(dollars in thousands)
Number of real estate partnerships
Regency's ownership
12% - 83%
Number of properties
2,847,010
2,843,157
1,055,391
1,061,072
1,684,782
1,676,507
619,386
616,718
Equity
1,162,228
1,166,650
436,005
444,354
Basis difference
(46,177
(45,310
Our equity method investments in real estate partnerships consist of the following:
GRI - Regency, LLC (GRIR)
40%
131,529
136,972
Columbia Regency Partners II, LLC (Columbia II)
67,132
63,024
Columbia Village District, LLC
30%
6,329
6,434
Individual Investors
Ballard Blocks
59,685
59,596
45,713
44,715
Others (1)
79,440
88,303
Total Investment in real estate partnerships
Notes Payable - Investments in Real Estate Partnerships
Scheduled principal repayments on notes payable held by our investments in real estate partnerships were as follows:
UnsecuredMaturities
Regency’sPro-RataShare
2025 (1)
3,872
114,234
118,106
37,853
7,131
302,583
48,300
358,014
127,471
7,303
32,800
40,103
13,417
4,097
231,357
235,454
81,640
2,855
104,434
107,289
37,157
4,508
710,664
715,172
280,111
Net unamortized loan costs, debt premium / (discount)
(6,845
(2,619
29,766
1,489,227
1,567,293
575,030
At June 30, 2025, our investments in real estate partnerships had notes payable of $1.6 billion maturing through 2034, of which 91.3% had a weighted average fixed interest rate of 3.9%. The remaining notes payable float with SOFR and had a weighted average variable interest rate of 6.6%, based on rates as of June 30, 2025. These fixed and variable rate notes payable are all non-recourse, and our Pro-rata share was $575.0 million as of June 30, 2025. As notes payable mature, they will be repaid from proceeds from new borrowings and/or partner capital contributions. Refinancing debt at maturity in the current interest rate environment could result in higher interest expense in future periods if rates remain elevated.
50
We are obligated to contribute our Pro-rata share to fund maturities if the loans are not refinanced, and we have the capacity to do so from existing cash balances, availability on our Line, and operating cash flows. We believe that our partners are financially sound and have sufficient capital or access thereto to fund future capital requirements. In the event that a real estate investment partner is unable to fund its share of the capital requirements of the real estate partnership, we would have the right, but not the obligation, to loan the defaulting partner the amount of its capital call which would be secured by the partner's membership interest.
Management fee income
In addition to earning our share of net income or loss in each of these real estate partnerships, we recognized fees as follows:
7,356
13,995
13,130
Critical Accounting Estimates
There have been no material changes in our Critical Accounting Estimates from the information provided in the "Critical Accounting Estimates" section of "Item 7. Management's Discussion and Analysis of Financial Condition and Results of Operations" in our Form 10-K.
Item 3. Quantitative and Qualitative Disclosures about Market Risk
We are exposed to two significant components of interest rate risk:
We continuously monitor the capital markets and evaluate our ability to issue new debt, to repay maturing debt, or to fund our commitments. We continue to believe, in light of our credit ratings, the available capacity under our unsecured credit facility, and the number of high quality, unencumbered properties that we own which could collateralize borrowings, we will be able to successfully issue new secured or unsecured debt to fund maturing debt obligations. It is uncertain the degree to which capital market volatility and higher interest rates will adversely impact the interest rates on any new debt that we may issue.
The table below presents the principal cash flows, weighted average interest rates of remaining debt, and the fair value of total debt as of June 30, 2025. For variable rate mortgages and unsecured credit facilities for which we have interest rate swaps in place to fix the interest rate, they are included in the Fixed rate debt section below at their all-in fixed rate. The table is presented by year of expected maturity to evaluate the expected cash flows and sensitivity to interest rate changes. Although the average interest rate for variable rate debt is included in the table, those rates represent rates that existed as of June 30, 2025, and are subject to change. In addition, we continually assess the market risk for floating rate debt and believe that an increase of 100 basis points in interest rates would decrease future earnings and cash flows by approximately $0.4 million per year based on $39.6 million of floating rate mortgage debt and floating rate line of credit balances outstanding at June 30, 2025.
Further, the table below incorporates only those exposures that exist as of June 30, 2025, and does not consider exposures or positions that could arise after that date or obligations repaid before maturity. Since firm but unused commitments are not presented, the table has limited predictive value. As a result, our ultimate realized gain or loss with respect to interest rate fluctuations will depend on the exposures that arise during the period, our hedging strategies at that time, and actual interest rates.
The table below presents the principal cash flow payments associated with our outstanding debt by year, weighted average interest rates on debt outstanding at each year-end, and fair value of total debt as of June 30, 2025.
Thereafter
Fixed rate debt (1)
271,057
358,175
754,996
357,583
4,800,357
4,648,545
Average interest rate for all fixed rate debt (2)
4.19
4.21
4.33
4.56
4.83
Variable rate SOFR debt (1)
60
120
3,870
35,525
39,575
39,725
Average interest rate for all variable rate debt (2)
5.45
5.44
5.40
Item 4. Controls and Procedures
Controls and Procedures (Regency Centers Corporation)
Under the supervision and with the participation of the Parent Company's management, including its chief executive officer and chief financial officer, the Parent Company conducted an evaluation of its disclosure controls and procedures, as such term is defined under Rule 13a-15(e) and 15d-15(e) promulgated under the Securities Exchange Act of 1934, as amended (the "Exchange Act"). Based on this evaluation, the Parent Company's chief executive officer and chief financial officer concluded that its disclosure controls and procedures were effective as of the end of the periods covered by this quarterly report on Form 10-Q to ensure information required to be disclosed in the reports filed or submitted under the Exchange Act is recorded, processed, summarized and reported, within the time period specified in the SEC's rules and forms. These disclosure controls and procedures include, without limitation, controls and procedures designed to ensure that information required to be disclosed by the Parent Company in the reports it files or submits under the Exchange Act is accumulated and communicated to management, including its chief executive officer and chief financial officer, as appropriate, to allow timely decisions regarding required disclosure.
There have been no changes in the Parent Company's internal controls over financial reporting identified in connection with this evaluation that occurred during the quarter ended June 30, 2025 which have materially affected, or are reasonably likely to materially affect, the Parent Company’s internal controls over financial reporting.
Controls and Procedures (Regency Centers, L.P.)
Under the supervision and with the participation of the Operating Partnership's management, including the chief executive officer and chief financial officer of its general partner, the Operating Partnership conducted an evaluation of its disclosure controls and procedures, as such term is defined under Rule 13a-15(e) and 15d-15(e) promulgated under the Exchange Act. Based on this evaluation, the chief executive officer and chief financial officer of its general partner concluded that the Operating Partnership's disclosure controls and procedures were effective as of the end of the periods covered by this quarterly report on Form 10-Q to ensure information required to be disclosed in the reports filed or submitted under the Exchange Act is recorded, processed, summarized and reported, within the time period specified in the SEC's rules and forms. These disclosure controls and procedures include, without limitation, controls and procedures designed to ensure that information required to be disclosed by the Operating Partnership in the reports it files or submits under the Exchange Act is accumulated and communicated to management, including the chief executive officer and chief financial officer of its general partner, as appropriate, to allow timely decisions regarding required disclosure.
There have been no changes in the Operating Partnership's internal controls over financial reporting identified in connection with this evaluation that occurred during the quarter ended June 30, 2025 which have materially affected, or are reasonably likely to materially affect, the Operating Partnership’s internal controls over financial reporting.
Item 1. Legal Proceedings
See Note 13 — Commitments and Contingencies in the Notes for discussion regarding material legal proceedings and contingencies. Except as set forth in such discussion, there have been no material developments in legal proceedings as reported in Item 3. "Legal Proceedings" of our 2024 Form 10-K.
Item 1A. Risk Factors
In addition to the information set forth in this report, you should carefully consider the risk factors discussed in Item 1A. of Part I of our Annual Report on Form 10-K for the year ended December 31, 2024 (“2024 Annual Report”) and the additional risk factor identified during 2025 detailed below:
Evolving political and economic events and uncertainties, including tariffs, retaliatory tariffs, international trade disputes, and immigration policies could adversely impact the businesses of our tenants and our business.
The success of the Company's tenants in operating their businesses and their corresponding ability to pay rent continue to be influenced by evolving political, economic, trade and immigration policies and macroeconomic uncertainties, and the success of the Company's tenants, in the aggregate, is important to the operating and financial success of the Company. These issues include, but are not limited to, the potential for impacts from tariffs and potential trade disputes, retaliatory actions by other countries, inflation, the cost and availability of labor, including labor shortages related to deportations or threat of deportations, increasing energy prices and interest rates, supply chain disruptions, and access to and cost of credit. Additionally, geopolitical and macroeconomic challenges, including the war involving Russia and Ukraine, the current Middle East conflicts and wars, and economic conflicts with China, as well as the slowing of its economy, could impact aspects of the U.S. economy and, therefore, consumer confidence and spending. The policies implemented by the U.S. government to address these and related issues, including changes by the Board of Governors of the Federal Reserve System of its benchmark federal funds rate, increases or decreases in federal government spending, and economic sanctions and tariffs, could result in adverse impacts on the U.S. economy, including inflation, reduction in consumer confidence and spending, a slowing of growth, and potentially a recession, thereby adversely impacting the costs to our tenants of operating their businesses, demand for their products and services, and their ability to pay rent, and/or decreasing future demand for space in shopping centers, which could adversely impact occupancy rates and rents. The potential impact of current macroeconomic and geopolitical uncertainties on the Company's financial condition, results of operations, and cash flows is subject to change and continues to depend on the extent and duration of these risks and uncertainties.
Item 2. Unregistered Sales of Equity Securities and Use of Proceeds
There were no unregistered sales of equity securities during the three months ended June 30, 2025.
In July 2025, the Operating Partnership issued 2,773,087 exchangeable operating partnership units to partially fund the acquisition of five operating properties. These units were issued pursuant to the exemption from registration provided under Section 4(a)(2) of the Securities Act of 1933, as amended. No underwriting discounts or commissions were paid in connection with the issuance.
The following table represents information with respect to purchases by the Parent Company of its common stock, by month, during the three months ended June 30, 2025:
Period
Total number of shares purchased (1)
Average price paid per share
Total number of shares purchased as part of publicly announced plans or programs (2)
Maximum number or approximate dollar value of shares that may yet be purchased under the plans or programs (in thousands) (2)
April 1 through April 30, 2025
317
72.42
May 1 through May 31, 2025
June 1 through June 30, 2025
Item 3. Defaults Upon Senior Securities
None.
Item 4. Mine Safety Disclosures
Not applicable.
Item 5. Other Information
Rule 10b5-1 Trading Plans
During the fiscal quarter ended June 30, 2025, none of our directors or officers (as defined in Rule 16a-1 under the Exchange Act) adopted or terminated a "Rule 10b5-1 trading arrangement" or "non-Rule 10b5-1 trading arrangement" (as those terms are defined in Item 408 of Regulation S-K).
Item 6. Exhibits
Unless otherwise indicated below, the Commission file number to the exhibit is No. 001-12298 (Regency Centers Corporation) and No. 000-24763 (Regency Centers, L.P.).
Ex #
Material Contracts
10.1
Second Amendment to Sixth Amended and Restated Credit Agreement, dated as of May 6, 2025, by and among Regency Centers, L.P., as borrower, Regency Centers Corporation, as guarantor, Wells Fargo Bank, National Association, as Administrative Agent, and certain lenders party thereto.
31.
Rule 13a-14(a)/15d-14(a) Certifications
31.1
Rule 13a-14 Certification of Chief Executive Officer for Regency Centers Corporation.
31.2
Rule 13a-14 Certification of Chief Financial Officer for Regency Centers Corporation.
31.3
Rule 13a-14 Certification of Chief Executive Officer for Regency Centers, L.P.
31.4
Rule 13a-14 Certification of Chief Financial Officer for Regency Centers, L.P.
32.
Section 1350 Certifications
32.1 *
18 U.S.C. § 1350 Certification of Chief Executive Officer for Regency Centers Corporation.
32.2 *
18 U.S.C. § 1350 Certification of Chief Financial Officer for Regency Centers Corporation.
32.3 *
18 U.S.C. § 1350 Certification of Chief Executive Officer for Regency Centers, L.P.
32.4 *
18 U.S.C. § 1350 Certification of Chief Financial Officer for Regency Centers, L.P.
99.
Additional exhibits
99.1
U. S. Federal Income Tax Considerations.
101.
Interactive Data Files
101.INS
Inline XBRL Instance Document - the instance document does not appear in the Interactive Data File because its XBRL tags are embedded within the Inline XBRL document
101.SCH
Inline XBRL Taxonomy Extension Schema with embedded linkbases document
104.
Cover Page Interactive Data File (formatted as inline XBRL and contained in Exhibit 101)
*
Furnished, not filed.
Pursuant to the requirements of Section 13 or 15(d) of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned, thereunto duly authorized.
August 4, 2025
By:
/s/ Michael J. Mas
Michael J. Mas, Executive Vice President and Chief Financial Officer (Principal Financial Officer)
/s/ Terah L. Devereaux
Terah L. Devereaux, Senior Vice President, Chief Accounting Officer (Principal Accounting Officer)
Regency Centers Corporation, General Partner