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:
•the current economic and geopolitical environments
•pandemics or other health crises
•operating retail-based shopping centers
•the environment affecting our properties
•our partnerships and joint ventures
•funding strategies and capital structure
•information management and technology
•taxes and the Parent Company’s qualification as a REIT
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, 2025 ("2025 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 2025 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:
•Adjusted Funds From Operations ("AFFO") is an additional performance measure we use that reflects cash available to fund the Company’s business needs and distribution to shareholders. AFFO is calculated by adjusting Core Operating Earnings ("COE") for (i) capital expenditures necessary to maintain and lease our portfolio of properties, (ii) debt cost and derivative adjustments and (iii) stock-based compensation.
•Core Operating Earnings is an additional non-GAAP performance measure that adjusts Nareit Funds from Operations ("Nareit FFO") to exclude certain non-cash and other items that impact the comparability of the Company's period-over-period performance. Core Operating Earnings excludes from Nareit FFO: (i) certain income or expenses related to non-comparable events and transactions; (ii) gains or losses from the early extinguishment of debt; (iii) certain non-cash items derived from straight-line rents, above and below market rent amortization, and debt and derivative mark-to-market amortization, and (iv) other non-cash or non-comparable amounts as they occur.
•Nareit Funds from Operations ("Nareit FFO") is a commonly used measure of REIT performance, which Nareit defines as net income, computed in accordance with GAAP, excluding gains on sales and impairments of real estate, net of tax, plus depreciation and amortization, and after adjustments for unconsolidated real estate investment partnerships and joint ventures. We compute Nareit FFO for all periods presented in accordance with Nareit's definition.
Companies use different depreciable lives and methods, and real estate values historically fluctuate with market conditions. Since Nareit FFO excludes depreciation and amortization and gains on sale and impairments of real estate, it provides a performance measure that, when compared year over year, reflects the impact on operations from trends in percent leased, rental rates, operating costs, acquisition and development activities, and financing costs. This provides a perspective of our financial performance not immediately apparent from net income determined in accordance with GAAP. Thus, Nareit FFO is a supplemental non-GAAP financial measure of our operating performance, which does not represent cash generated from operating activities in accordance with GAAP; and, therefore, should not be considered a substitute measure of cash flows from operations.
•Net Operating Income ("NOI") is the sum of base rent, percentage rent, termination fee income, tenant recoveries, other lease income, and other property income, less operating and maintenance expenses, real estate taxes, ground rent, termination expense, and uncollectible lease income. NOI excludes straight-line rental income and expense, above and below market rent and ground rent amortization, tenant lease inducement amortization, and other fees.
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.
•Pro-rata information includes 100% of our consolidated properties plus our economic share (based on our ownership interest) in our unconsolidated real estate investment partnerships.
We provide Pro-rata financial information because we believe it assists investors and analysts in estimating our economic interest in our consolidated and unconsolidated 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 investment partnerships, and the Pro-rata presentations of the assets and liabilities, and revenues and expenses do not represent our legal claim to such items. The partners are entitled to profit or loss allocations and distributions of cash flows according to the operating agreements, which generally provide for such allocations according to their invested capital. Our share of invested capital establishes the ownership interests we use to prepare our Pro-rata share.
The presentation of Pro-rata information has limitations which include, but are not limited to, the following:
oThe amounts shown on the individual line items were derived by applying our overall economic ownership interest percentage determined when applying the equity method of accounting and do not necessarily represent our legal claim to the assets and liabilities, or the revenues and expenses; and
oOther companies in our industry may calculate their Pro-rata interest differently, limiting the comparability of Pro-rata information.
Because of these limitations, the Pro-rata financial information should not be considered independently or as a substitute for our financial statements as reported under GAAP. We compensate for these limitations by relying primarily on our GAAP financial statements, using the Pro-rata information as a supplement.
•Same Property NOI is a key non-GAAP financial measure commonly used by REITs to evaluate operating performance. It is calculated on a Pro-rata ownership basis for properties owned and operated for the entirety of both the current and prior comparable reporting periods.
Same property NOI includes revenues and operating expenses associated with these properties but excludes items that are not indicative of ongoing operating performance. These include, without limitation, termination fees, as well as corporate-level expenses, financing costs, and other non-operating items.
Management believes this measure provides investors with a useful and consistent comparison of the Company’s operating performance and trends. Management uses Same Property NOI as a supplemental measure to assess property-level performance and to compare the performance of its stabilized property portfolio across reporting periods. 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:
•Anchor Space is space equal to or greater than 10,000 square feet in a Retail Operating Property.
•Development Completion is a Property in Development that is deemed complete upon the earlier of: (i) 90% of total estimated net development costs have been incurred and percent leased equals or exceeds 95%, or (ii) the property features at least two years of anchor operations. Once deemed complete, the property is termed a Retail Operating Property.
•A Non-Same Property is any property, during either calendar year period being compared, that was acquired, sold, a Property in Development, a Development Completion, or a property under, or being positioned for, significant redevelopment that distorts comparability between periods. Non-retail properties and corporate activities, including the captive insurance program, are part of Non-Same Property.
•Property In Development includes properties in various stages of ground-up development.
•Property In Redevelopment includes Retail Operating Properties under redevelopment or being positioned for redevelopment. Unless otherwise indicated, a Property in Redevelopment is included in the Same Property pool.
•Redevelopment Completion is a Property in Redevelopment that is deemed complete upon the earlier of: (i) 90% of total estimated project costs have been incurred and percent leased equals or exceeds 95% for the Company owned gross leasable area ("GLA") related to the project, or (ii) the property features at least two years of anchor operations, if applicable.
•Retail Operating Property is any retail property not termed a Property in Development. A retail property is any property where the majority of the income is generated from retail uses.
•Same Property is a Retail Operating Property that was owned and operated for the entirety of both calendar year periods being compared. This term excludes Properties in Development, prior year Development Completions, and Non-Same Properties. Properties in Redevelopment are included unless otherwise indicated.
•Shop Space is space under 10,000 square feet in a Retail Operating Property.
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, 2026, the Parent Company owned approximately 97.9% of the outstanding Common Units and 100% of the Preferred Units of the Operating Partnership.
We are a preeminent national owner, operator, and developer of neighborhood and community shopping centers predominantly located in suburban trade areas with compelling demographics. As of June 30, 2026, we had full or partial ownership interests in 482 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 58.8 million square feet ("SF") of GLA. Our mission is to create thriving environments for retailers and service providers to connect with surrounding neighborhoods and communities. Our vision is to elevate quality of life as an integral thread in the fabric of our communities. Our portfolio includes thriving properties merchandised with highly productive grocers, restaurants, service providers, and best-in-class retailers that connect with their neighborhoods, communities, and customers.
Our values:
•We are our people: Our people are our greatest asset, and we believe that our highly skilled and talented team makes us better.
•We do what is right: We act with unwavering standards of honesty and integrity.
•We connect with our communities: We promote philanthropic ideas and strive for the betterment of our neighborhoods by giving our time and financial support.
•We are responsible: Our duty is to balance purpose and profit, being good stewards of capital and the environment for the benefit of all our stakeholders.
•We strive for excellence: When we are passionate about what we do, it is reflected in our performance.
•We are better together: When we listen to each other and our customers, we will succeed together.
Our goals are to:
•Own and manage a portfolio of high-quality neighborhood and community shopping centers anchored primarily by market leading grocers and principally located in suburban trade areas in the most desirable metro areas in the United States. We believe that this strategy will result in highly desirable and attractive centers with best-in-class retailers. These centers should command higher rental and occupancy rates resulting in excellent prospects to grow NOI;
•Create shareholder value by increasing earnings and dividends per share that generate total returns at or near the top of our shopping center peers;
•Maintain an industry leading, disciplined development and redevelopment platform to create exceptional retail centers that deliver favorable returns; and
•Support our business activities with a conservative capital structure, including a strong balance sheet with sufficient liquidity to meet our capital needs together with a carefully constructed debt maturity profile.
Executing on our Strategy
During the six months ended June 30, 2026, we had Net income attributable to common shareholders of $237.5 million as compared to $208.8 million during the six months ended June 30, 2025.
During the six months ended June 30, 2026:
•Our Same property NOI grew 4.1%, as compared to the six months ended June 30, 2025, primarily attributable to improvements in base rent and recoveries from increases in year over year occupancy rates, contractual rent steps in existing leases, and positive rent spreads on comparable new and renewal leases.
•We executed 933 new and renewal leasing transactions representing 3.9 million Pro-rata SF with positive rent spreads of 11.2% during the six months ended June 30, 2026, compared to 944 leasing transactions representing 3.2 million Pro-rata SF with positive rent spreads of 9.1% during the six months ended June 30, 2025. Rent spreads are calculated on all executed leasing transactions for comparable Retail Operating Property spaces, including spaces vacant greater than 12 months.
•At June 30, 2026, December 31, 2025, and June 30, 2025, our total property portfolio was 96.5%, 96.1%, and 96.2% leased, respectively. At June 30, 2026, December 31, 2025, and June 30, 2025 our same property portfolio was 96.9%, 96.5%, and 96.5% leased, respectively.
We continued our development and redevelopment of high-quality shopping centers:
•Development and redevelopment projects completed during the six months ended June 30, 2026 represented $62.6 million of estimated net project costs, with an average stabilized yield of 9.6%. A stabilized yield for development and redevelopment projects represents the incremental NOI (estimated stabilized NOI less NOI prior to project commencement) divided by the total project costs.
•Estimated Pro-rata project costs of our current in process development and redevelopment projects totaled $679.7 million at June 30, 2026, compared to $597.4 million at December 31, 2025.
We maintained liquidity and financial flexibility to cost effectively fund investment opportunities and debt maturities:
•We maintain a credit rating A- with a stable outlook from S&P Global Ratings, and an A3 rating with a stable outlook from Moody's Investors Service.
•On February 18, 2026, the Company issued $450 million aggregate principal amount of senior unsecured notes due 2033 (the “2026 Notes”). The 2026 Notes were issued at 99.376% of par and bear interest at a rate of 4.50% per annum. The net proceeds were used to reduce the outstanding balance on the Line, and the remaining proceeds were used for the repayment of $100 million of 3.81% unsecured private placement notes due May 11, 2026, upon its maturity, as well as for general corporate purposes.
•As of June 30, 2026, we had $933.2 million of loans maturing during the next 12 months, including Regency's share of maturities within our unconsolidated real estate partnerships which we intend to refinance or pay-off as they mature.
•At June 30, 2026, we had $1.46 billion available on the Line, which expires on March 23, 2028 unless we exercise the available options to extend the expiration for the first of two additional consecutive six-month periods, in which case the term will be extended in accordance with any such option exercise.
Economic Conditions
Refer to the Estimates, 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) |
June 30, 2026 |
|
|
December 31, 2025 |
|
Number of Properties |
392 |
|
|
391 |
|
GLA |
|
46,458 |
|
|
|
46,102 |
|
% Leased – Operating and Development |
|
96.5 |
% |
|
|
96.0 |
% |
% Leased – Operating |
|
96.8 |
% |
|
|
96.6 |
% |
Weighted average annual effective rent per square foot ("PSF"), net of tenant concessions. |
$26.87 |
|
|
$26.55 |
|
The following table summarizes general information related to the unconsolidated properties owned in real estate investment partnerships in our portfolio:
|
|
|
|
|
|
|
|
(GLA in thousands) |
June 30, 2026 |
|
|
December 31, 2025 |
|
Number of Properties |
90 |
|
|
90 |
|
GLA |
|
12,327 |
|
|
|
12,275 |
|
% Leased – Operating and Development |
|
96.3 |
% |
|
|
96.8 |
% |
% Leased –Operating |
|
96.3 |
% |
|
|
96.8 |
% |
Weighted average annual effective rent PSF, net of tenant concessions |
$26.13 |
|
|
$25.87 |
|
The following table summarizes Pro-rata occupancy rates of our combined consolidated and unconsolidated shopping center portfolio:
|
|
|
|
|
|
|
|
|
June 30, 2026 |
|
|
December 31, 2025 |
|
Percent Leased – All Properties |
|
96.5 |
% |
|
|
96.3 |
% |
Anchor Space (spaces ≥ 10,000 SF) |
|
98.4 |
% |
|
|
98.4 |
% |
Shop Space (spaces < 10,000 SF) |
|
93.4 |
% |
|
|
93.0 |
% |
The following table summarizes leasing activity, including our Pro-rata share of activity within the portfolio of our real estate partnerships (totals as a weighted average PSF):
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Six months ended June 30, 2026 |
|
|
|
Leasing
Transactions |
|
|
SF (in
thousands) |
|
|
Base Rent
PSF |
|
|
Tenant
Allowance
and Landlord
Work PSF |
|
|
Leasing
Commissions
PSF |
|
Anchor Space Leases |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
New |
|
|
18 |
|
|
|
446 |
|
|
$ |
24.22 |
|
|
$ |
20.39 |
|
|
$ |
6.46 |
|
Renewal |
|
|
65 |
|
|
|
1,788 |
|
|
|
17.64 |
|
|
|
0.44 |
|
|
|
0.32 |
|
Total Anchor Space Leases |
|
|
83 |
|
|
|
2,234 |
|
|
$ |
18.96 |
|
|
$ |
4.42 |
|
|
$ |
1.55 |
|
Shop Space Leases |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
New |
|
|
273 |
|
|
|
563 |
|
|
$ |
43.59 |
|
|
$ |
46.31 |
|
|
$ |
18.40 |
|
Renewal |
|
|
577 |
|
|
|
1,113 |
|
|
|
40.13 |
|
|
|
2.14 |
|
|
|
1.54 |
|
Total Shop Space Leases |
|
|
850 |
|
|
|
1,676 |
|
|
$ |
41.29 |
|
|
$ |
16.98 |
|
|
$ |
7.20 |
|
Total Leases |
|
|
933 |
|
|
|
3,910 |
|
|
$ |
28.53 |
|
|
$ |
9.80 |
|
|
$ |
3.97 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Six months ended June 30, 2025 |
|
|
|
Leasing
Transactions |
|
|
SF (in
thousands) |
|
|
Base Rent
PSF |
|
|
Tenant
Allowance
and Landlord
Work PSF |
|
|
Leasing
Commissions
PSF |
|
Anchor Space Leases |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
New |
|
|
8 |
|
|
|
156 |
|
|
$ |
20.34 |
|
|
$ |
63.92 |
|
|
$ |
6.22 |
|
Renewal |
|
|
48 |
|
|
|
1,430 |
|
|
|
13.83 |
|
|
|
0.49 |
|
|
|
0.19 |
|
Total Anchor Space Leases |
|
|
56 |
|
|
|
1,586 |
|
|
$ |
14.47 |
|
|
$ |
6.75 |
|
|
$ |
0.78 |
|
Shop Space Leases |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
New |
|
|
263 |
|
|
|
475 |
|
|
$ |
42.40 |
|
|
$ |
52.43 |
|
|
$ |
16.72 |
|
Renewal |
|
|
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 |
|
The weighted-average base rent PSF on signed Shop Space leases for the six months ended June 30, 2026 is $41.29 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 $39.48 PSF. New and renewal rent spreads, compared to prior rents on these same spaces leased, were positive at 11.2% for the six months ended June 30, 2026, compared to 9.1% for the six months ended June 30, 2025.
Diversification and Concentration of Tenant Risk
We seek to reduce our risk by limiting dependence on any single property, market, or tenant. Based on percentage of annualized base rent, the following table summarizes our most significant tenants, of which four of the top five are grocers:
|
|
|
|
|
|
|
|
|
|
|
June 30, 2026 |
Tenant |
|
Number of
Stores |
|
|
Percentage of
Company-
owned GLA (1) |
|
Percentage of
Annual Base Rent (1) |
Publix |
|
|
67 |
|
|
5.8% |
|
2.8% |
TJX Companies, Inc. |
|
|
77 |
|
|
3.7% |
|
2.7% |
Albertsons Companies, Inc. |
|
|
52 |
|
|
4.1% |
|
2.7% |
Amazon/Whole Foods |
|
|
41 |
|
|
2.7% |
|
2.6% |
Kroger Co. |
|
|
52 |
|
|
6.0% |
|
2.5% |
(1)Includes Regency's Pro-rata share of unconsolidated properties and excludes those owned by anchors.
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 disposable income.
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 uncertainty, and the success of the Company's tenants, in the aggregate, is important to the operating and financial success of the Company. These include, without limitation, changes in trade and tariff policies (as well as potential trade disputes and retaliatory actions by other countries), entry into and termination of treaties and trade agreements, and economic sanctions, as well as global economic conflicts. Additionally, geopolitical and macroeconomic challenges, including the war involving Russia and Ukraine, and conflicts in the Middle East involving the U.S. and its allies, Iran and its allies, and Israel, could adversely impact aspects of the U.S. economy and, therefore, consumer confidence and spending.
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, 2026, the tenants who are currently in bankruptcy and continue to occupy space in our shopping centers represent an aggregate of 0.2% of our Pro-rata annual base rent.
Results of Operations
Comparison of the three months ended June 30, 2026 and 2025:
Changes in revenues are summarized in the following table:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Three months ended June 30, |
|
|
|
|
(in thousands) |
|
2026 |
|
|
2025 |
|
|
Change |
|
Lease income |
|
|
|
|
|
|
|
|
|
Base rent |
|
$ |
280,260 |
|
|
|
258,371 |
|
|
|
21,889 |
|
Recoveries from tenants |
|
|
103,533 |
|
|
|
91,505 |
|
|
|
12,028 |
|
Percentage rent |
|
|
2,575 |
|
|
|
2,950 |
|
|
|
(375 |
) |
Uncollectible lease income |
|
|
(1,782 |
) |
|
|
(1,573 |
) |
|
|
(209 |
) |
Other lease income |
|
|
7,294 |
|
|
|
6,334 |
|
|
|
960 |
|
Straight-line rent |
|
|
5,469 |
|
|
|
5,787 |
|
|
|
(318 |
) |
Above/below market rent amortization, net |
|
|
5,449 |
|
|
|
5,731 |
|
|
|
(282 |
) |
Total lease income |
|
$ |
402,798 |
|
|
|
369,105 |
|
|
|
33,693 |
|
Other property income |
|
|
3,520 |
|
|
|
4,499 |
|
|
|
(979 |
) |
Management, transaction, and other fees |
|
|
7,192 |
|
|
|
7,244 |
|
|
|
(52 |
) |
Total revenues |
|
$ |
413,510 |
|
|
|
380,848 |
|
|
|
32,662 |
|
Total lease income increased by $33.7 million primarily due to the following:
•$21.9 million increase in Base rent, primarily driven by the following:
o$12.3 million net increase from same properties, including:
▪$6.1 million net increase due to increases from occupancy, contractual rent steps in existing leases, and positive rental spreads on new and renewal leases;
▪$3.7 million increase due to redevelopment projects commencing operations; and
▪$2.5 million increase related to the acquisitions of remaining ownership interests, resulting in consolidation of properties previously held in unconsolidated real estate partnerships;
o$5.8 million increase from acquisitions of operating properties in 2026 as compared to 2025; and
o$4.8 million increase from rent commencements at completed development properties; partially offset by
o$1.5 million decrease due to dispositions of operating properties.
•$12.0 million increase from contractual Recoveries from tenants, which represent their proportionate share of operating, maintenance, insurance, and real estate tax expenses incurred to operate our shopping centers. Recoveries from tenants increased, mainly from the following:
o$8.8 million increase primarily driven by higher recoverable operating expenses and higher recovery rates resulting from increased occupancy in the current year and
o$3.9 million increase driven by the acquisition of operating properties in 2026 as compared to 2025, and rent commencements at development properties; partially offset by
o$0.6 million decrease due to dispositions of operating properties.
Changes in our operating expenses are summarized in the following table:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Three months ended June 30, |
|
|
|
|
(in thousands) |
|
2026 |
|
|
2025 |
|
|
Change |
|
Depreciation and amortization |
|
$ |
108,803 |
|
|
|
99,535 |
|
|
|
9,268 |
|
Property operating expense |
|
|
70,946 |
|
|
|
60,759 |
|
|
|
10,187 |
|
Real estate taxes |
|
|
49,985 |
|
|
|
47,500 |
|
|
|
2,485 |
|
General and administrative |
|
|
27,567 |
|
|
|
25,480 |
|
|
|
2,087 |
|
Other operating expenses |
|
|
2,037 |
|
|
|
1,944 |
|
|
|
93 |
|
Total operating expenses |
|
$ |
259,338 |
|
|
|
235,218 |
|
|
|
24,120 |
|
Depreciation and amortization increased by $9.3 million, mainly due to the following:
•$5.7 million increase from operating properties acquired and development properties placed in service during the period; and
•$3.5 million increase from same properties primarily driven by redevelopment projects placed in service.
Property operating expense increased by $10.2 million, mainly due to the following:
•$6.5 million increase from same properties primarily due to higher recoverable common area maintenance and other tenant-related expenses; and
•$4.4 million increase primarily from operating property acquisitions and development properties; partially offset by
•$0.7 million decrease due to dispositions of operating properties.
Real estate taxes increased by $2.5 million, mainly due to the acquisitions of operating properties and increases in real estate tax assessments across the same property portfolio.
General and administrative costs increased by $2.1 million, mainly due to the following:
•$1.6 million increase in compensation expense driven by salaries and benefits;
•$1.6 million increase due to changes in the fair value of participant obligations within the deferred compensation plan, which were attributable to changes in the fair values of those investments recognized in Net investment income; partially offset by
•$1.1 million decrease primarily attributable to lower expenses in communication, professional fees and other general and administrative expenses.
Changes in other expense, net are summarized in the following table:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Three months ended June 30, |
|
|
|
|
(in thousands) |
|
2026 |
|
|
2025 |
|
|
Change |
|
Interest expense, net |
|
|
|
|
|
|
|
|
|
Interest on notes payable |
|
$ |
56,772 |
|
|
|
51,081 |
|
|
|
5,691 |
|
Interest on unsecured credit facilities |
|
|
849 |
|
|
|
2,735 |
|
|
|
(1,886 |
) |
Capitalized interest |
|
|
(2,348 |
) |
|
|
(2,422 |
) |
|
|
74 |
|
Hedge expense |
|
|
47 |
|
|
|
226 |
|
|
|
(179 |
) |
Interest income |
|
|
(1,738 |
) |
|
|
(1,348 |
) |
|
|
(390 |
) |
Interest expense, net |
|
$ |
53,582 |
|
|
|
50,272 |
|
|
|
3,310 |
|
Provision for impairment of real estate, net of tax |
|
|
— |
|
|
|
1,262 |
|
|
|
(1,262 |
) |
(Gain) Loss on sale of real estate, net of tax |
|
|
(268 |
) |
|
|
294 |
|
|
|
(562 |
) |
Net investment income |
|
|
(2,721 |
) |
|
|
(788 |
) |
|
|
(1,933 |
) |
Total other expense, net |
|
$ |
50,593 |
|
|
|
51,040 |
|
|
|
(447 |
) |
Interest expense, net, increased by $3.3 million primarily due to the following:
•$5.7 million increase in Interest on notes payable primarily due to net increase in public debt at higher interest rates than previously outstanding notes; partially offset by
•$1.9 million decrease in Interest on unsecured credit facilities primarily due to carrying a lower weighted average outstanding balance under our Line in 2026 as compared to 2025.
Net investment income increased by $1.9 million primarily driven by market volatility, including a $1.6 million increase in returns on investments held in the non-qualified deferred compensation plan and a $0.3 million increase in returns related to other corporate investments.
Equity in income of investments in real estate partnerships increased by $2.4 million mainly due to gains on partial real estate sales recognized at unconsolidated real estate partnerships during the current period.
The following represents the remaining components that comprise Net income attributable to common shareholders and unit holders:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Three months ended June 30, |
|
|
|
|
(in thousands) |
|
2026 |
|
|
2025 |
|
|
Change |
|
Net income |
|
$ |
119,739 |
|
|
|
108,349 |
|
|
|
11,390 |
|
Income attributable to noncontrolling interests |
|
|
(3,975 |
) |
|
|
(2,328 |
) |
|
|
(1,647 |
) |
Net income attributable to the Company |
|
|
115,764 |
|
|
|
106,021 |
|
|
|
9,743 |
|
Preferred stock dividends |
|
|
(3,413 |
) |
|
|
(3,413 |
) |
|
|
— |
|
Net income attributable to common shareholders |
|
$ |
112,351 |
|
|
$ |
102,608 |
|
|
$ |
9,743 |
|
Net income attributable to exchangeable operating partnership units |
|
|
(2,360 |
) |
|
|
(586 |
) |
|
|
(1,774 |
) |
Net income attributable to common unit holders |
|
$ |
114,711 |
|
|
|
103,194 |
|
|
|
11,517 |
|
Results of Operations
Comparison of the six months ended June 30, 2026 and 2025:
Changes in revenues are summarized in the following table:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Six months ended June 30, |
|
|
|
|
(in thousands) |
|
2026 |
|
|
2025 |
|
|
Change |
|
Lease income |
|
|
|
|
|
|
|
|
|
Base rent |
|
$ |
555,438 |
|
|
|
512,927 |
|
|
|
42,511 |
|
Recoveries from tenants |
|
|
206,794 |
|
|
|
182,986 |
|
|
|
23,808 |
|
Percentage rent |
|
|
10,010 |
|
|
|
9,608 |
|
|
|
402 |
|
Uncollectible lease income |
|
|
(3,281 |
) |
|
|
(1,959 |
) |
|
|
(1,322 |
) |
Other lease income |
|
|
15,388 |
|
|
|
12,747 |
|
|
|
2,641 |
|
Straight-line rent |
|
|
10,025 |
|
|
|
11,394 |
|
|
|
(1,369 |
) |
Above / below market rent amortization, net |
|
|
11,037 |
|
|
|
12,481 |
|
|
|
(1,444 |
) |
Total lease income |
|
$ |
805,411 |
|
|
|
740,184 |
|
|
|
65,227 |
|
Other property income |
|
|
6,427 |
|
|
|
7,520 |
|
|
|
(1,093 |
) |
Management, transaction, and other fees |
|
|
14,125 |
|
|
|
14,056 |
|
|
|
69 |
|
Total revenues |
|
$ |
825,963 |
|
|
|
761,760 |
|
|
|
64,203 |
|
Lease income increased by $65.2 million primarily due to the following:
•$42.5 million increase in Base rent, mainly driven by the following:
o$23.9 million increase resulting from same properties, including:
▪$11.0 million increase due to increases from occupancy, contractual rent steps in existing leases, and positive rental spreads on new and renewal leases;
▪$7.8 million increase due to redevelopment projects that commenced operations; and
▪$5.1 million increase related to the acquisitions of the remaining ownership interests, resulting in consolidation of properties previously held in unconsolidated real estate partnerships;
o$13.0 million increase from acquisitions of operating properties in 2026 as compared to 2025 activity; and
o$8.1 million increase from rent commencements at completed development properties; partially offset by
o$3.0 million decrease due to dispositions of operating properties.
•$23.8 million increase from contractual Recoveries from tenants, which represent their proportionate share of the operating, maintenance, insurance, and real estate tax expenses incurred to operate our shopping centers. Recoveries from tenants increased, mainly from the following:
o$18.3 million increase primarily driven by higher recoverable operating expenses and higher recovery rates resulting from increased occupancy in the current year; and
o$6.8 million increase driven by the acquisition of operating properties in 2026 as compared to 2025, and rent commencements at development properties; partially offset by
o$1.3 million decrease due to disposition of operating properties.
•$2.6 million increase in Other lease income mainly due to an increase in lease assignment fee income and termination fee income.
Changes in our operating expenses are summarized in the following table:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Six months ended June 30, |
|
|
|
|
(in thousands) |
|
2026 |
|
|
2025 |
|
|
Change |
|
Depreciation and amortization |
|
$ |
215,225 |
|
|
|
196,309 |
|
|
|
18,916 |
|
Property operating expense |
|
|
144,246 |
|
|
|
129,218 |
|
|
|
15,028 |
|
Real estate taxes |
|
|
101,395 |
|
|
|
93,860 |
|
|
|
7,535 |
|
General and administrative |
|
|
53,173 |
|
|
|
47,080 |
|
|
|
6,093 |
|
Other operating expenses |
|
|
3,038 |
|
|
|
3,632 |
|
|
|
(594 |
) |
Total operating expenses |
|
$ |
517,077 |
|
|
|
470,099 |
|
|
|
46,978 |
|
Depreciation and amortization increased by $18.9 million mainly due to the following:
•$12.7 million increase from operating properties acquired and development properties placed in service during the period; and
•$6.3 million increase from same properties primarily driven by redevelopment activities.
Property operating expense increased by $15.0 million, mainly due to the following:
•$11.0 million increase from same properties primarily reflecting higher recoverable common area maintenance and other tenant-related operating costs; and
•$5.6 million increase in acquisitions of operating properties and development properties placed in service; partially offset by
•$1.5 million decrease due to disposition of operating properties.
Real estate taxes increased by $7.5 million, mainly due to the acquisition of operating properties and increases in real estate tax assessments across the same property portfolio.
General and administrative costs increased by $6.1 million mainly due to the following:
•$3.2 million increase in compensation costs driven by both salaries and performance-based incentive compensation; and
•$2.9 million increase due to changes in the fair value of participant obligations within the deferred compensation plan, which were attributable to changes in the fair values of those investments recognized in Net investment income;
Changes in Other expense, net are summarized in the following table:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Six months ended June 30, |
|
|
|
|
(in thousands) |
|
2026 |
|
|
2025 |
|
|
Change |
|
Interest expense, net |
|
|
|
|
|
|
|
|
|
Interest on notes payable |
|
$ |
111,074 |
|
|
|
99,411 |
|
|
|
11,663 |
|
Interest on unsecured credit facilities |
|
|
3,348 |
|
|
|
5,649 |
|
|
|
(2,301 |
) |
Capitalized interest |
|
|
(5,061 |
) |
|
|
(4,534 |
) |
|
|
(527 |
) |
Hedge expense |
|
|
95 |
|
|
|
451 |
|
|
|
(356 |
) |
Interest income |
|
|
(3,689 |
) |
|
|
(2,692 |
) |
|
|
(997 |
) |
Interest expense, net |
|
$ |
105,767 |
|
|
|
98,285 |
|
|
|
7,482 |
|
Provision for impairment of real estate, net of tax |
|
|
— |
|
|
|
1,262 |
|
|
|
(1,262 |
) |
(Gain) Loss on sale of real estate, net of tax |
|
|
(7,462 |
) |
|
|
193 |
|
|
|
(7,655 |
) |
Net investment income |
|
|
(3,416 |
) |
|
|
(27 |
) |
|
|
(3,389 |
) |
Total other expense, net |
|
$ |
94,889 |
|
|
|
99,713 |
|
|
|
(4,824 |
) |
Interest expense, net increased by $7.5 million primarily due to the following:
•$11.7 million increase in Interest on notes payable primarily due to net increase in public debt at higher interest rates than previously outstanding notes; partially offset by
•$2.3 million decrease in Interest on unsecured credit facilities primarily due to carrying a lower weighted average outstanding balance under our Line in 2026 as compared to 2025.
During the six months ended June 30, 2026, we recognized gain on sale of real estate, net of tax of $7.5 million primarily from the sale of one operating property and three outparcels.
Net investment income increased by $3.4 million primarily driven by market volatility, including a $2.9 million increase in returns on investments held in the non-qualified deferred compensation plan and a $0.5 million increase in returns related to other corporate investments.
Equity in income of investments in real estate partnerships increased by $10.3 million mainly due to $10.3 million in gains on partial real estate sales recognized at unconsolidated real estate partnerships during the current period.
The following represents the remaining components that comprise Net income attributable to common shareholders and unit holders:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Six months ended June 30, |
|
|
|
|
(in thousands) |
|
2026 |
|
|
2025 |
|
|
Change |
|
Net income |
|
$ |
252,537 |
|
|
|
220,202 |
|
|
|
32,335 |
|
Income attributable to noncontrolling interests |
|
|
(8,224 |
) |
|
|
(4,594 |
) |
|
|
(3,630 |
) |
Net income attributable to the Company |
|
|
244,313 |
|
|
|
215,608 |
|
|
|
28,705 |
|
Preferred stock dividends |
|
|
(6,826 |
) |
|
|
(6,826 |
) |
|
|
— |
|
Net income attributable to common shareholders |
|
$ |
237,487 |
|
|
$ |
208,782 |
|
|
$ |
28,705 |
|
Net income attributable to exchangeable operating partnership units |
|
|
(4,977 |
) |
|
|
(1,228 |
) |
|
|
(3,749 |
) |
Net income attributable to common unit holders |
|
$ |
242,464 |
|
|
|
210,010 |
|
|
|
32,454 |
|
Income attributable to noncontrolling interests and Net income attributable to exchangeable operating partnership units increased by $3.6 million and $3.7 million, respectively, primarily due to the issuance of 2.8 million exchangeable operating partnership units to unrelated third-party sellers in connection with the acquisition of five properties in July 2025.
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, assets and liabilities, along with other non-GAAP financial measures, may assist in comparing our operating results, assets and liabilities to other REITs. We continually evaluate the usefulness, relevance, limitations, and calculation of our reported non-GAAP measures to determine how best to provide relevant information to the public, and thus such reported non-GAAP 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.
Same Property NOI (Non-GAAP Financial Measures):
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Three months ended June 30, |
|
|
|
|
|
Six months ended June 30, |
|
|
|
|
(in thousands) |
|
2026 |
|
|
2025 |
|
|
Change |
|
|
2026 |
|
|
2025 |
|
|
Change |
|
Base rent |
|
$ |
294,244 |
|
|
|
283,908 |
|
|
|
10,336 |
|
|
$ |
585,341 |
|
|
|
565,235 |
|
|
|
20,106 |
|
Recoveries from tenants |
|
|
109,952 |
|
|
|
100,542 |
|
|
|
9,410 |
|
|
|
219,772 |
|
|
|
201,236 |
|
|
|
18,536 |
|
Percentage rent |
|
|
2,789 |
|
|
|
3,500 |
|
|
|
(711 |
) |
|
|
10,920 |
|
|
|
10,819 |
|
|
|
101 |
|
Uncollectible lease income |
|
|
(1,319 |
) |
|
|
(1,483 |
) |
|
|
164 |
|
|
|
(2,819 |
) |
|
|
(2,028 |
) |
|
|
(791 |
) |
Other lease income |
|
|
5,276 |
|
|
|
4,856 |
|
|
|
420 |
|
|
|
11,531 |
|
|
|
9,515 |
|
|
|
2,016 |
|
Other property income |
|
|
3,515 |
|
|
|
3,991 |
|
|
|
(476 |
) |
|
|
6,628 |
|
|
|
6,704 |
|
|
|
(76 |
) |
Total real estate revenue |
|
|
414,457 |
|
|
|
395,314 |
|
|
|
19,143 |
|
|
|
831,373 |
|
|
|
791,481 |
|
|
|
39,892 |
|
Operating and maintenance |
|
|
69,533 |
|
|
|
62,932 |
|
|
|
6,601 |
|
|
|
142,542 |
|
|
|
131,359 |
|
|
|
11,183 |
|
Real estate taxes |
|
|
52,979 |
|
|
|
51,228 |
|
|
|
1,751 |
|
|
|
107,657 |
|
|
|
101,645 |
|
|
|
6,012 |
|
Ground rent |
|
|
3,625 |
|
|
|
3,508 |
|
|
|
117 |
|
|
|
7,286 |
|
|
|
7,196 |
|
|
|
90 |
|
Total real estate operating expenses |
|
|
126,137 |
|
|
|
117,668 |
|
|
|
8,469 |
|
|
|
257,485 |
|
|
|
240,200 |
|
|
|
17,285 |
|
Same property NOI |
|
$ |
288,320 |
|
|
|
277,646 |
|
|
|
10,674 |
|
|
$ |
573,888 |
|
|
|
551,281 |
|
|
|
22,607 |
|
Same property NOI growth |
|
|
|
|
|
|
|
|
3.8 |
% |
|
|
|
|
|
|
|
|
4.1 |
% |
Same property NOI changed from the following major components:
Total real estate revenue increased by $19.1 million and $39.9 million, on a net basis, during the three and six months ended June 30, 2026, respectively, as follows:
•Base rent increased by $10.3 million and $20.1 million during the three and six months ended June 30, 2026, respectively, due to contractual rent steps in existing leases, positive rental spreads on new and renewal leases, and increases in occupancy, as well as redevelopment projects completing and operating.
•Recoveries from tenants increased by $9.4 million and $18.5 million during the three and six months ended June 30, 2026, respectively, due to higher recoverable expenses and increased occupancy and recovery rates.
•Other lease income increased by $2.0 million during the six months ended June 30, 2026, due to an increase in lease assignment fee income.
Total real estate operating expenses increased by $8.5 million and $17.3 million, on a net basis, during the three and six months ended June 30, 2026, respectively, as follows:
•Operating and maintenance increased by $6.6 million and $11.2 million during the three and six months ended June 30, 2026, respectively, primarily due to increases in common area maintenance and other tenant-recoverable costs.
•Real estate taxes increased by $6.0 million during the six months ended June 30, 2026, primarily due to an increase in real estate assessments across the portfolio.
Reconciliation of Same Property NOI to Net Income Attributable to Common Shareholders:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Three months ended June 30, |
|
|
Six months ended June 30, |
|
(in thousands) |
|
2026 |
|
|
2025 |
|
|
2026 |
|
|
2025 |
|
Net income attributable to common shareholders |
|
$ |
112,351 |
|
|
|
102,608 |
|
|
$ |
237,487 |
|
|
|
208,782 |
|
Less: |
|
|
|
|
|
|
|
|
|
|
|
|
Management, transaction, and other fees |
|
|
(7,192 |
) |
|
|
(7,244 |
) |
|
|
(14,125 |
) |
|
|
(14,056 |
) |
Other (1) |
|
|
(12,181 |
) |
|
|
(12,850 |
) |
|
|
(23,577 |
) |
|
|
(26,539 |
) |
Plus: |
|
|
|
|
|
|
|
|
|
|
|
|
Depreciation and amortization |
|
|
108,803 |
|
|
|
99,535 |
|
|
|
215,225 |
|
|
|
196,309 |
|
General and administrative |
|
|
27,567 |
|
|
|
25,480 |
|
|
|
53,173 |
|
|
|
47,080 |
|
Other operating expense |
|
|
2,037 |
|
|
|
1,944 |
|
|
|
3,038 |
|
|
|
3,632 |
|
Other expense, net |
|
|
50,593 |
|
|
|
51,040 |
|
|
|
94,889 |
|
|
|
99,713 |
|
Equity in income of investments in real estate excluded from NOI (2) |
|
|
10,740 |
|
|
|
14,679 |
|
|
|
15,340 |
|
|
|
28,130 |
|
Net income attributable to noncontrolling interests |
|
|
3,975 |
|
|
|
2,328 |
|
|
|
8,224 |
|
|
|
4,594 |
|
Preferred stock dividends |
|
|
3,413 |
|
|
|
3,413 |
|
|
|
6,826 |
|
|
|
6,826 |
|
NOI |
|
$ |
300,106 |
|
|
|
280,933 |
|
|
|
596,500 |
|
|
|
554,471 |
|
Less non-same property NOI (3) |
|
|
(11,786 |
) |
|
|
(3,287 |
) |
|
|
(22,612 |
) |
|
|
(3,190 |
) |
Same property NOI |
|
$ |
288,320 |
|
|
|
277,646 |
|
|
$ |
573,888 |
|
|
|
551,281 |
|
(1)Includes straight-line rental income and expense, net of reserves, above and below market rent amortization, other fees, and noncontrolling interests.
(2)Includes non-NOI income earned and expenses incurred at our unconsolidated real estate partnerships, including those separated out above for our consolidated properties.
(3)Includes revenues and expenses attributable to Non-Same Property, Property in Development, termination fees, corporate activities, and noncontrolling interests.
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:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Three months ended June 30, |
|
|
Six months ended June 30, |
|
(in thousands) |
|
2026 |
|
|
2025 |
|
|
2026 |
|
|
2025 |
|
Reconciliation of Net income attributable to common shareholders to Nareit FFO |
|
|
|
|
|
|
|
|
|
|
|
|
Net income attributable to common shareholders |
|
$ |
112,351 |
|
|
|
102,608 |
|
|
$ |
237,487 |
|
|
|
208,782 |
|
Adjustments to reconcile to Nareit FFO: (1) |
|
|
|
|
|
|
|
|
|
|
|
|
Depreciation and amortization (excluding FF&E) |
|
|
115,156 |
|
|
|
107,329 |
|
|
|
228,718 |
|
|
|
211,363 |
|
Provision for impairment of real estate |
|
|
— |
|
|
|
1,262 |
|
|
|
— |
|
|
|
1,262 |
|
(Gain) Loss on sale of real estate, net of tax |
|
|
(3,570 |
) |
|
|
346 |
|
|
|
(20,617 |
) |
|
|
245 |
|
Exchangeable operating partnership units |
|
|
2,360 |
|
|
|
586 |
|
|
|
4,977 |
|
|
|
1,228 |
|
Nareit FFO attributable to common stock and unit holders |
|
$ |
226,297 |
|
|
|
212,131 |
|
|
$ |
450,565 |
|
|
|
422,880 |
|
Reconciliation of Nareit FFO to Core Operating Earnings |
|
|
|
|
|
|
|
|
|
|
|
|
Nareit FFO |
|
$ |
226,297 |
|
|
|
212,131 |
|
|
$ |
450,565 |
|
|
|
422,880 |
|
Adjustments to reconcile to Core Operating Earnings: (1) |
|
|
|
|
|
|
|
|
|
|
|
|
Certain Non-Cash Items |
|
|
|
|
|
|
|
|
|
|
|
|
Straight-line rent, net (2) |
|
|
(5,390 |
) |
|
|
(6,040 |
) |
|
|
(9,828 |
) |
|
|
(12,177 |
) |
Above/below market rent amortization, net |
|
|
(5,048 |
) |
|
|
(5,376 |
) |
|
|
(10,297 |
) |
|
|
(11,837 |
) |
Debt and derivative mark-to-market amortization |
|
|
1,871 |
|
|
|
1,510 |
|
|
|
3,813 |
|
|
|
2,802 |
|
Core Operating Earnings |
|
$ |
217,730 |
|
|
|
202,225 |
|
|
$ |
434,253 |
|
|
|
401,668 |
|
(1)Includes Regency's share of unconsolidated investment partnerships, net of amounts attributable to noncontrolling interests.
(2)Includes the impact of uncollectible straight-line rent of $0.9 million and $0.7 million for the three months ended June 30, 2026 and 2025, respectively, and $3.1 million and $1.1 million for six months ended June 30, 2026 and 2025, respectively.
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Three months ended June 30, |
|
|
Six months ended June 30, |
|
(in thousands) |
|
2026 |
|
|
2025 |
|
|
2026 |
|
|
2025 |
|
Reconciliation of Core Operating Earnings to AFFO: |
|
|
|
|
|
|
|
|
|
|
|
|
Core Operating Earnings |
|
$ |
217,730 |
|
|
|
202,225 |
|
|
$ |
434,253 |
|
|
|
401,668 |
|
Adjustments to reconcile to AFFO (1): |
|
|
|
|
|
|
|
|
|
|
|
|
Operating capital expenditures |
|
|
(40,823 |
) |
|
|
(32,524 |
) |
|
|
(67,910 |
) |
|
|
(56,277 |
) |
Debt cost and derivative adjustments |
|
|
2,372 |
|
|
|
2,297 |
|
|
|
4,602 |
|
|
|
4,426 |
|
Stock-based compensation |
|
|
6,061 |
|
|
|
5,455 |
|
|
|
11,929 |
|
|
|
10,898 |
|
AFFO |
|
$ |
185,340 |
|
|
|
177,453 |
|
|
$ |
382,874 |
|
|
|
360,715 |
|
(1)Includes Regency's share of unconsolidated investment partnerships, net of amounts attributable to noncontrolling interests.
Liquidity and Capital Resources
General
We use cash flows generated from operating, investing, and financing activities to strengthen our balance sheet, finance our development and redevelopment projects, fund our investment activities, and maintain financial flexibility. A significant portion of our cash 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 $100 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 guarantor of the $100 million of outstanding debt of our Parent Company, which matures in August 2026 and which we expect to repay at maturity using available liquidity. 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 the sale of real estate, mortgage loan and unsecured bank financing, distributions received from our real estate partnerships, and when the capital markets are favorable, proceeds from the sale of equity securities or the issuance of new unsecured debt. We continually evaluate alternative financing options, and we believe we can obtain new financing on reasonable terms, although likely at higher interest rates than that of our debt currently outstanding, due to the current interest rate environment.
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.
As of June 30, 2026, we had $933.2 million of loans maturing during the next 12 months, including Regency's share of maturities within our unconsolidated real estate partnerships, which we intend to refinance or pay off as they mature. We actively monitor the capital markets and maintain flexibility to access them opportunistically, while proactively managing our debt maturity profile to support a strong balance sheet. We currently expect to address these maturing obligations through a combination of cash flows from operations, refinancing at maturity, available liquidity under our Line, or proceeds from potential property sales.
Based upon our available cash balance, sources of capital, our current credit ratings, and the number of high quality, unencumbered properties we own, we believe our available capital resources are sufficient to meet our expected capital needs for the next year, although, in the longer term, we can provide no assurances.
In addition to our $186.0 million of unrestricted cash, we have the following additional sources of capital available:
|
|
|
|
(in thousands) |
June 30, 2026 |
|
ATM program |
|
|
Original offering amount |
$ |
500,000 |
|
Available capacity |
$ |
500,000 |
|
Line of credit |
|
|
Total commitment amount |
$ |
1,500,000 |
|
Available capacity (1) |
$ |
1,457,940 |
|
Maturity (2) |
March 23, 2028 |
|
(1)Net of letters of credit issued against our Line.
(2)The Company has the option to extend the maturity for two additional six-month periods beyond the stated maturity in the table.
The declaration of dividends is determined quarterly by, and in the discretion of, our Board of Directors.
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 flow from operations to fund our dividend distributions. During the six months ended June 30, 2026 and 2025, we generated cash flows from operating activities of $434.0 million and $405.1 million, respectively, and paid $288.6 million and $263.8 million in dividends to our common and preferred stock and unit holders, in the same respective periods.
We currently have development and redevelopment projects in various stages of planning, design and construction, along with a pipeline of potential projects for future development or redevelopment. After funding the July 2026 dividends for our common and preferred stock and Operating Partnership units, we estimate that we will require capital during the next 12 months of approximately $1.4 billion 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 increased costs of construction caused by, without limitation, tariffs and inflation affecting materials, labor, and services from third-party contractors and suppliers. Additionally, current volatility in oil prices can further drive up transportation and operational costs, contributing to overall project expenses. 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 with cash, 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 which enables us to access the secured and unsecured debt markets cost effectively and to maintain borrowing capacity on the Line. As of June 30, 2026, 88.4% of our consolidated real estate assets were unencumbered.
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 2025 Form 10-K. We were in compliance with these covenants at June 30, 2026, and expect to remain in compliance.
Summary of Cash Flow Activity
The following table summarizes net cash flows related to operating, investing, and financing activities of the Company:
|
|
|
|
|
|
|
|
|
|
|
|
|
Six months ended June 30, |
|
|
|
|
(in thousands) |
2026 |
|
|
2025 |
|
|
Change |
|
Net cash provided by operating activities |
$ |
434,030 |
|
|
|
405,079 |
|
|
|
28,951 |
|
Net cash used in investing activities |
|
(219,157 |
) |
|
|
(372,693 |
) |
|
|
153,536 |
|
Net cash (used in) provided by financing activities |
|
(143,920 |
) |
|
|
60,549 |
|
|
|
(204,469 |
) |
Net change in cash, cash equivalents, and restricted cash |
$ |
70,953 |
|
|
|
92,935 |
|
|
|
(21,982 |
) |
Total cash, cash equivalents, and restricted cash |
$ |
191,614 |
|
|
|
154,819 |
|
|
|
36,795 |
|
Net cash provided by operating activities:
Net cash provided by operating activities increased $29.0 million due to:
•$28.6 million increase in cash from operations due to the timing of receipts and payments
•$0.4 million increase in operating cash flow distributions from Investments in real estate partnerships.
Net cash used in investing activities:
Net cash used in investing activities changed by $153.5 million as follows:
|
|
|
|
|
|
|
|
|
|
|
|
|
Six months ended June 30, |
|
|
|
|
(in thousands) |
2026 |
|
|
2025 |
|
|
Change |
|
Cash flows from investing activities: |
|
|
|
|
|
|
|
|
Acquisition of operating real estate, net of cash acquired of $787 in 2025 |
$ |
(32,766 |
) |
|
|
(83,261 |
) |
|
|
50,495 |
|
Real estate development and capital improvements |
|
(212,003 |
) |
|
|
(204,657 |
) |
|
|
(7,346 |
) |
Proceeds from sale of real estate |
|
13,882 |
|
|
|
7,165 |
|
|
|
6,717 |
|
Proceeds from property insurance casualty claims |
|
3,301 |
|
|
|
— |
|
|
|
3,301 |
|
Issuance of notes receivable |
|
(1,500 |
) |
|
|
— |
|
|
|
(1,500 |
) |
Collection of notes receivable |
|
1,069 |
|
|
|
180 |
|
|
|
889 |
|
Investments in real estate partnerships |
|
(35,142 |
) |
|
|
(6,217 |
) |
|
|
(28,925 |
) |
Return of capital from investments in real estate partnerships |
|
40,914 |
|
|
|
— |
|
|
|
40,914 |
|
Dividends on investment securities |
|
1,646 |
|
|
|
1,081 |
|
|
|
565 |
|
Purchase of investment securities |
|
(6,109 |
) |
|
|
(96,226 |
) |
|
|
90,117 |
|
Proceeds from sale of investment securities |
|
7,551 |
|
|
|
9,242 |
|
|
|
(1,691 |
) |
Net cash used in investing activities |
$ |
(219,157 |
) |
|
|
(372,693 |
) |
|
|
153,536 |
|
Significant changes in investing activities include:
•We paid $32.8 million in 2026 to purchase one operating property, one property for redevelopment and two operating outparcels. We paid $83.3 million in 2025 to purchase three operating properties and one operating outparcel.
•During 2026, we invested $7.3 million more on real estate development and capital improvements than the comparable prior year period, as further detailed in a table below.
•We sold one operating property and three land parcels in 2026 for net proceeds of $13.9 million compared to one operating property in 2025 for net proceeds of $7.2 million.
•We received property insurance claim proceeds of $3.3 million in 2026.
•Investments in real estate partnerships:
oIn 2026, we invested $35.1 million, including $21.8 million to fund our share of debt repayments, $7.5 million to fund our share of a property acquisition, and $5.3 million to fund our share of development and redevelopment activities.
oIn 2025, we invested $6.2 million, including $3.2 million to fund our share of a property acquisition, and $3.0 million to fund our share of development and redevelopment activities.
•Return of capital from our unconsolidated investments in real estate partnerships includes sales or financing proceeds.
oDuring 2026, we received $40.9 million from our share of proceeds from debt financing activities, a property disposition, and outparcel sales.
•Purchase of investment securities and proceeds from sale of investment securities pertaining to investment activities held in our captive insurance company and our deferred compensation plan, as well as:
oDuring 2025, we invested approximately $90 million in commercial time deposits with proceeds received from the May 2025 public offering of senior unsecured notes. These commercial time deposits were subsequently settled at maturity during the third and fourth quarters of 2025.
We plan to continue developing and redeveloping shopping centers for long-term investment. During the six months ended June 30, 2026, we deployed capital of $212.0 million for the development, redevelopment, and capital improvement of our real estate properties, comprised of the following:
|
|
|
|
|
|
|
|
|
|
|
|
|
Six months ended June 30, |
|
|
|
|
(in thousands) |
2026 |
|
|
2025 |
|
|
Change |
|
Capital expenditures: |
|
|
|
|
|
|
|
|
Land acquisitions - Development |
|
7,008 |
|
|
|
— |
|
|
|
7,008 |
|
Acquisition of land & improvements - Redevelopment |
|
17,754 |
|
|
|
— |
|
|
|
17,754 |
|
Building and tenant improvements |
|
56,312 |
|
|
|
48,676 |
|
|
|
7,636 |
|
Redevelopment costs |
|
50,352 |
|
|
|
69,906 |
|
|
|
(19,554 |
) |
Development costs |
|
63,231 |
|
|
|
71,820 |
|
|
|
(8,589 |
) |
Capitalized interest |
|
4,988 |
|
|
|
3,614 |
|
|
|
1,374 |
|
Capitalized direct compensation |
|
12,358 |
|
|
|
10,641 |
|
|
|
1,717 |
|
Real estate development and capital improvements |
$ |
212,003 |
|
|
|
204,657 |
|
|
|
7,346 |
|
•We acquired one property for development and one property for redevelopment in 2026.
•Building and tenant improvements increased $7.6 million in 2026, primarily related to the timing and volume of capital projects.
•Redevelopment costs are lower than the prior year. We intend to continuously improve our portfolio of shopping centers through redevelopment which can include adjacent land acquisition, existing building expansions, facade renovations, new out-parcel building construction, and redevelopments related to tenant improvement costs. The size and magnitude of each redevelopment project varies with each redevelopment plan. The timing and duration of these projects could also result in volatility in NOI. See the tables below for more details about our redevelopment projects.
•Development costs are lower in 2026 due to the progress towards completion of our development projects in process. See the tables below for more details about our development projects.
•Interest is capitalized on our development and redevelopment projects and is based on cumulative actual costs incurred. We cease interest capitalization when the property is no longer being developed or is available for occupancy upon substantial completion of tenant improvements, but in no event would we capitalize interest on the project beyond 12 months after the anchor tenant opens for business. If we reduce our development and redevelopment activity, the amount of interest that we capitalize may be lower than historical averages.
•We have a dedicated staff of employees who directly support our development program, which includes redevelopment of our existing properties. Internal compensation costs directly attributable to these activities are capitalized as part of each project.
The following table summarizes our development projects in-process and completed:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
(in thousands, except cost PSF) |
|
|
|
|
|
|
|
June 30, 2026 |
|
Property Name |
|
Market |
|
Ownership (1) |
|
Start
Date |
|
Estimated
Stabilization
Year (2) |
|
Estimated / Actual Net
Development
Costs (1) (3) |
|
|
% of Costs Incurred |
|
|
GLA (1) |
|
|
Cost PSF
of GLA (1) (3) |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Developments In-Process |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Sienna Grande Shops |
|
Houston, TX |
|
75% |
|
Q2-2023 |
|
2027 |
|
|
9,391 |
|
|
|
92 |
% |
|
|
23 |
|
|
|
408 |
|
The Shops at SunVet |
|
Long Island, NY |
|
100% |
|
Q2-2023 |
|
2027 |
|
|
96,197 |
|
|
|
92 |
% |
|
|
169 |
|
|
|
569 |
|
The Village at Seven Pines |
|
Jacksonville, FL |
|
100% |
|
Q3-2025 |
|
2028 |
|
|
112,302 |
|
|
|
23 |
% |
|
|
239 |
|
|
|
470 |
|
Ellis Village Center - Phase 1 |
|
Bay Area, CA |
|
100% |
|
Q3-2025 |
|
2027 |
|
|
29,592 |
|
|
|
55 |
% |
|
|
49 |
|
|
|
604 |
|
Culver Commons |
|
Los Angeles, CA |
|
100% |
|
Q4-2025 |
|
2028 |
|
|
15,852 |
|
|
|
20 |
% |
|
|
14 |
|
|
|
1,132 |
|
Lone Tree Village |
|
Denver, CO |
|
100% |
|
Q4-2025 |
|
2028 |
|
|
30,658 |
|
|
|
51 |
% |
|
|
158 |
|
|
|
194 |
|
Oak Valley Village |
|
Los Angeles, CA |
|
75% |
|
Q4-2025 |
|
2028 |
|
|
45,097 |
|
|
|
27 |
% |
|
|
173 |
|
|
|
261 |
|
The Berkeley at Durbin Park |
|
Jacksonville, FL |
|
100% |
|
Q2-2026 |
|
2028 |
|
|
54,814 |
|
|
|
15 |
% |
|
|
106 |
|
|
|
517 |
|
Total Developments In-Process |
|
|
|
|
|
|
|
$ |
393,903 |
|
|
|
45 |
% |
|
|
931 |
|
|
|
423 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Developments Completed |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Oakley Shops at Laurel Fields |
|
Bay Area, CA |
|
100% |
|
Q3-2024 |
|
2026 |
|
|
35,815 |
|
|
|
95 |
% |
|
|
78 |
|
|
|
458 |
|
Total Developments Completed |
|
|
|
|
|
|
|
$ |
35,815 |
|
|
|
95 |
% |
|
|
78 |
|
|
|
458 |
|
(1)Estimated net development costs and GLA are reported based on Regency’s ownership interest in the real estate partnership at completion.
(2)Estimated Stabilization Year represents the estimated first full calendar year that the project will reach our expected stabilized yield.
(3)Includes leasing costs and is net of tenant reimbursements.
The following table summarizes our redevelopment projects in process and completed:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
(in thousands) |
|
|
|
|
|
|
|
June 30, 2026 |
|
Property Name |
|
Market |
|
Ownership (1) |
|
Start Date |
|
Estimated Stabilization Year (2) |
|
Estimated Net
Project Costs (1) (3) |
|
|
% of Costs Incurred |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Redevelopments In-Process |
|
|
|
|
|
|
|
|
|
|
|
|
Bloom on Third |
|
Los Angeles, CA |
|
35% |
|
Q4-2022 |
|
2027 |
|
$ |
25,720 |
|
|
|
75 |
% |
Serramonte Center - Phase 3 |
|
San Francisco, CA |
|
100% |
|
Q2-2023 |
|
2026 |
|
|
42,535 |
|
|
|
58 |
% |
West Chester Plaza |
|
Cincinnati, OH |
|
100% |
|
Q4-2024 |
|
2028 |
|
|
15,442 |
|
|
|
34 |
% |
Willows Shopping Center |
|
Bay Area, CA |
|
100% |
|
Q4-2024 |
|
2027 |
|
|
16,807 |
|
|
|
69 |
% |
The Crossing Clarendon |
|
Metro DC |
|
100% |
|
Q2-2025 |
|
2027 |
|
|
13,679 |
|
|
|
53 |
% |
East Meadow Plaza - Phase 2A |
|
Long Island, NY |
|
100% |
|
Q3-2025 |
|
2027 |
|
|
15,969 |
|
|
|
70 |
% |
Crystal Brook Corner |
|
Long Island, NY |
|
100% |
|
Q1-2026 |
|
2028 |
|
|
58,673 |
|
|
|
57 |
% |
Ryanwood Square |
|
Palm Beach, FL |
|
100% |
|
Q2-2026 |
|
2027 |
|
|
12,093 |
|
|
|
3 |
% |
Various Redevelopments |
|
Various |
|
Various |
|
Various |
|
Various |
|
|
84,916 |
|
|
|
53 |
% |
Total Redevelopments In-Process |
|
|
|
|
|
|
|
$ |
285,834 |
|
|
|
54 |
% |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Redevelopments Completed |
|
|
|
|
|
|
|
|
|
|
|
|
East Meadow Plaza - Phase 1 |
|
Long Island, NY |
|
100% |
|
Q3-2024 |
|
2026 |
|
|
11,736 |
|
|
|
90 |
% |
Various Properties |
|
Various |
|
Various |
|
Various |
|
Various |
|
|
14,999 |
|
|
|
97 |
% |
Total Redevelopments Completed |
|
|
|
|
|
|
|
$ |
26,735 |
|
|
|
94 |
% |
(1)Estimated net development costs are reported based on Regency’s ownership interest in the real estate partnership at completion.
(2)Estimated Stabilization Year represents the estimated first full calendar year that the project will reach our expected stabilized yield.
(3)Includes leasing costs and is net of tenant reimbursements.
Net cash (used in) provided by financing activities:
Net cash flows used in financing activities increased by $204.5 million during 2026, as follows:
|
|
|
|
|
|
|
|
|
|
|
|
|
Six months ended June 30, |
|
|
|
|
(in thousands) |
2026 |
|
|
2025 |
|
|
Change |
|
Cash flows from financing activities: |
|
|
|
|
|
|
|
|
Tax withholding on stock-based compensation |
$ |
(9,108 |
) |
|
|
(6,783 |
) |
|
|
(2,325 |
) |
Repurchase of exchangeable operating partnership units |
|
— |
|
|
|
(2,046 |
) |
|
|
2,046 |
|
Proceeds from sale of treasury stock |
|
123 |
|
|
|
462 |
|
|
|
(339 |
) |
Contributions from noncontrolling interests |
|
2,311 |
|
|
|
8,416 |
|
|
|
(6,105 |
) |
Distributions to and redemptions of noncontrolling interests |
|
(7,411 |
) |
|
|
(6,130 |
) |
|
|
(1,281 |
) |
Distributions to exchangeable operating partnership unit holders |
|
(5,796 |
) |
|
|
(1,546 |
) |
|
|
(4,250 |
) |
Dividends paid to common shareholders |
|
(275,936 |
) |
|
|
(255,455 |
) |
|
|
(20,481 |
) |
Dividends paid to preferred shareholders |
|
(6,826 |
) |
|
|
(6,826 |
) |
|
|
— |
|
Repayment of fixed rate unsecured notes |
|
(100,000 |
) |
|
|
— |
|
|
|
(100,000 |
) |
Proceeds from issuance of fixed rate unsecured notes, net of debt discount |
|
447,192 |
|
|
|
397,116 |
|
|
|
50,076 |
|
Proceeds from unsecured credit facilities |
|
285,000 |
|
|
|
395,000 |
|
|
|
(110,000 |
) |
Repayment of unsecured credit facilities |
|
(375,000 |
) |
|
|
(430,000 |
) |
|
|
55,000 |
|
Proceeds from notes payable |
|
— |
|
|
|
10,000 |
|
|
|
(10,000 |
) |
Repayment of notes payable |
|
(88,000 |
) |
|
|
(32,787 |
) |
|
|
(55,213 |
) |
Scheduled principal payments |
|
(6,412 |
) |
|
|
(5,060 |
) |
|
|
(1,352 |
) |
Payment of financing costs |
|
(4,057 |
) |
|
|
(3,812 |
) |
|
|
(245 |
) |
Net cash (used in) provided by financing activities |
$ |
(143,920 |
) |
|
|
60,549 |
|
|
|
(204,469 |
) |
Significant changes in financing activities during the six months ended June 30, 2026 and 2025, include the following:
•The taxes withheld in conjunction with vesting of equity award plans to satisfy employee tax withholding requirements totaled $9.1 million and $6.8 million during 2026 and 2025, respectively.
•During 2025, we paid $2.0 million for the redemption of exchangeable operating partnership units.
•During 2026, we received $2.3 million in contributions from noncontrolling interests, representing the limited partners' respective shares of development funding. During 2025, we received $8.4 million in contributions from noncontrolling interests, representing the limited partners' share of development funding.
•During 2026, we distributed $7.4 million to limited partners, including proceeds to partially redeem the non-controlling interest in two real estate partnerships. During 2025, we distributed $6.1 million to limited partners, including proceeds to partially redeem a non-controlling interest in one real estate partnership.
•We paid $24.7 million more in dividends and exchangeable operating partnership unit distributions during the six months ended June 30, 2026, including $18.2 million attributable to the higher dividend rate per share and $6.5 million attributable to the increase in common shares and operating partnership units outstanding.
•We had the following debt related activity during 2026:
oWe repaid $100.0 million in unsecured private placement debt,
oWe received $447.2 million in proceeds from issuing unsecured public debt,
oWe repaid a net $90.0 million on our Line,
oWe paid $94.4 million for debt repayments, including:
▪$88.0 million for repaying one mortgage loan at maturity, and
▪$6.4 million in principal mortgage payments
oWe paid $4.1 million in loan costs relating to the unsecured public debt offering.
•We had the following debt related activity during 2025:
oWe received $397.1 million in proceeds from issuing unsecured public debt,
oWe repaid a net $35.0 million on our Line,
oWe received $10.0 million in proceeds from a mortgage refinancing,
oWe paid $37.8 million for debt repayments, including:
▪$32.8 million for repaying two mortgage loans at maturity, and
▪$5.1 million in principal mortgage payments.
oWe paid $3.8 million in loan costs relating to the unsecured public debt offering.
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) |
|
(in thousands, except number of real estate
partnerships and number of properties) |
|
June 30, 2026 |
|
|
December 31, 2025 |
|
|
June 30, 2026 |
|
|
December 31, 2025 |
|
Number of real estate partnerships |
|
|
16 |
|
|
|
16 |
|
|
|
|
|
|
|
Regency's ownership |
|
12% - 83% |
|
|
12% - 83% |
|
|
|
|
|
|
|
Number of properties |
|
|
90 |
|
|
|
90 |
|
|
|
|
|
|
|
Assets |
|
$ |
2,710,838 |
|
|
|
2,667,271 |
|
|
$ |
986,156 |
|
|
|
971,786 |
|
Liabilities |
|
|
1,641,858 |
|
|
|
1,628,610 |
|
|
|
582,035 |
|
|
|
580,274 |
|
Equity |
|
|
1,068,980 |
|
|
|
1,038,661 |
|
|
|
404,121 |
|
|
|
391,512 |
|
Basis difference |
|
|
|
|
|
|
(41,311 |
) |
|
|
(41,656 |
) |
Investments in real estate partnerships |
|
|
|
|
|
$ |
362,810 |
|
|
|
349,856 |
|
(1)Pro-rata financial information is not, and is not intended to be, a presentation in accordance with GAAP. However, management believes that providing such information is useful to investors in assessing the impact of our investments in real estate partnership activities on our operations, which includes such items on a single line presentation under the equity method in our Consolidated Financial Statements.
Our equity method investments in real estate partnerships consist of the following:
|
|
|
|
|
|
|
|
|
|
|
(in thousands) |
|
Regency's Ownership |
|
June 30, 2026 |
|
|
December 31, 2025 |
|
GRI - Regency, LLC (GRIR)(1) |
|
40% |
|
$ |
110,758 |
|
|
|
112,235 |
|
Columbia Regency Partners II, LLC (Columbia II) |
|
20% |
|
|
68,643 |
|
|
|
60,354 |
|
Columbia Village District, LLC |
|
30% |
|
|
6,061 |
|
|
|
6,295 |
|
Individual Investors |
|
|
|
|
|
|
|
|
Ballard Blocks |
|
50% |
|
|
57,076 |
|
|
|
57,830 |
|
Bloom on Third |
|
35% |
|
|
47,878 |
|
|
|
46,860 |
|
Others |
|
12% - 83% |
|
|
72,394 |
|
|
|
66,282 |
|
Total Investment in real estate partnerships |
|
|
|
$ |
362,810 |
|
|
$ |
349,856 |
|
(1)Effective January 1, 2026, the Company purchased its partner's ownership interest in a property held within this unconsolidated real estate partnership. Upon acquisition, this property was consolidated into Regency's financial statements.
Notes Payable - Investments in Real Estate Partnerships
Scheduled principal repayments on notes payable held by our investments in real estate partnerships were as follows:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
(in thousands) |
|
June 30, 2026 |
|
Scheduled Principal Payments and Maturities by Year: |
|
Scheduled
Principal
Payments |
|
|
Mortgage
Loan
Maturities |
|
|
Unsecured
Maturities |
|
|
Total |
|
|
Regency’s
Pro-Rata
Share |
|
2026 (1) |
|
$ |
3,527 |
|
|
|
153,810 |
|
|
|
— |
|
|
|
157,337 |
|
|
|
54,942 |
|
2027 |
|
|
7,303 |
|
|
|
32,800 |
|
|
|
— |
|
|
|
40,103 |
|
|
|
13,417 |
|
2028 |
|
|
4,097 |
|
|
|
232,735 |
|
|
|
— |
|
|
|
236,832 |
|
|
|
82,117 |
|
2029 |
|
|
2,855 |
|
|
|
104,434 |
|
|
|
— |
|
|
|
107,289 |
|
|
|
37,157 |
|
2030 |
|
|
2,349 |
|
|
|
215,893 |
|
|
|
13,000 |
|
|
|
231,242 |
|
|
|
80,486 |
|
Beyond 5 Years |
|
|
2,159 |
|
|
|
757,631 |
|
|
|
— |
|
|
|
759,790 |
|
|
|
275,069 |
|
Net unamortized loan costs, debt premium / (discount) |
|
|
— |
|
|
|
(7,595 |
) |
|
|
— |
|
|
|
(7,595 |
) |
|
|
(2,685 |
) |
Total |
|
$ |
22,290 |
|
|
|
1,489,708 |
|
|
|
13,000 |
|
|
|
1,524,998 |
|
|
|
540,503 |
|
(1)Reflects scheduled principal payments and maturities for the remainder of the year.
At June 30, 2026, our investments in unconsolidated real estate partnerships had notes payable of $1.5 billion maturing through 2034, of which 94.9% had a weighted average fixed interest rate of 4.2%. The remaining notes payable float with SOFR and had a weighted average variable interest rate of 5.9%, based on rates as of June 30, 2026. These fixed and variable rate notes payable are all non-recourse, and our Pro-rata share was $540.5 million as of June 30, 2026. As notes payable mature, they will be repaid from proceeds from new borrowings and/or capital contributions.
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:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Three months ended June 30, |
|
|
Six months ended June 30, |
|
(in thousands) |
|
2026 |
|
|
2025 |
|
|
2026 |
|
|
2025 |
|
Management, transaction, and other fees |
|
$ |
7,137 |
|
|
|
7,356 |
|
|
$ |
13,989 |
|
|
|
13,995 |
|
Critical Accounting Estimates
There have been no material changes in our Critical Accounting Estimates from the information provided in the "Critical Accounting Estimates" section of "Item 7. Management's Discussion and Analysis of Financial Condition and Results of Operations" in our Form 10-K.
Item 3. Quantitative and Qualitative Disclosures about Market Risk
We are exposed to two significant components of interest rate risk:
•Under the Line, we have a variable interest rate that, as of June 30, 2026, was based upon SOFR plus a 0.10% market adjustment ("Adjusted SOFR") plus an applicable margin of 0.685%. SOFR rates charged on our Line change daily, and the applicable margin on the Line is dependent upon maintaining specific credit ratings or leverage targets, as well as meeting specific sustainability target thresholds. If our credit ratings were downgraded or if we fail to meet the leverage targets or sustainability target thresholds, the applicable margin on the Line would increase, resulting in higher interest costs. As of June 30, 2026 the Adjusted SOFR plus the applicable margin of 0.685% was 4.405%.
•We are also exposed to changes in interest rates when we refinance our existing long-term fixed rate debt. The objective of our interest rate risk management program is to limit the impact of interest rate changes on earnings and cash flows. To achieve these objectives, we borrow primarily at fixed interest rates and may also enter into derivative financial instruments such as interest rate swaps, caps, or treasury locks in order to mitigate our interest rate risk on a related financial instrument. We do not enter into derivative or interest rate transactions for speculative purposes. Our interest rate swaps are structured solely for the purpose of interest rate protection.
We continuously monitor capital market conditions and assess our ability to refinance maturing debt and to fund our commitments. Based on our current credit ratings, the available capacity under our unsecured credit facility, and the number of unencumbered high quality properties we own that could serve as collateral, we believe we will be able to issue new secured or unsecured debt to finance maturing debt obligations; however, the extent to which capital market volatility and changes in interest rates may adversely affect the cost or availability of such financing remains uncertain.
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, 2026. For variable rate mortgages 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, 2026, and are subject to change. We continually assess the market risk for our floating-rate debt. As of June 30, 2026, our $30.0 million outstanding balance under our variable-rate line of credit was effectively fixed through an interest rate swap. Accordingly, a hypothetical 100 basis point increase in interest rates would not have had a material impact on future earnings or cash flows as of June 30, 2026.
Further, the table below incorporates only those exposures that exist as of June 30, 2026, 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, 2026.
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
(dollars in thousands) |
|
2026 |
|
|
2027 |
|
|
2028 |
|
|
2029 |
|
|
2030 |
|
|
Thereafter |
|
|
Total |
|
|
Fair Value |
|
Fixed rate debt (1) |
|
$ |
166,269 |
|
|
|
757,610 |
|
|
|
360,304 |
|
|
|
527,739 |
|
|
|
607,608 |
|
|
|
2,514,888 |
|
|
|
4,934,418 |
|
|
|
4,751,276 |
|
Average interest rate for all fixed rate debt (2) |
|
|
4.24 |
% |
|
|
4.35 |
% |
|
|
4.34 |
% |
|
|
4.53 |
% |
|
|
4.74 |
% |
|
|
4.75 |
% |
|
|
|
|
|
|
Variable rate SOFR debt (1) |
|
$ |
— |
|
|
|
— |
|
|
|
30,000 |
|
|
|
— |
|
|
|
— |
|
|
|
— |
|
|
|
30,000 |
|
|
|
30,000 |
|
Average interest rate for all variable rate debt (2) |
|
|
4.41 |
% |
|
|
4.41 |
% |
|
|
4.41 |
% |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
(1)Reflects amount of debt maturities during each of the years presented as of June 30, 2026. 2026 reflects amount of debt maturities for the remainder of the year.
(2)Reflects weighted average interest rates of debt outstanding at the end of each year presented. For variable rate debt, the rate as of June 30, 2026, was used to determine the average interest rate for all future periods.
Item 4. Controls and Procedures
Controls and Procedures (Regency Centers Corporation)
Under the supervision and with the participation of the Parent Company's management, including its chief executive officer and chief financial officer, the Parent Company conducted an evaluation of its disclosure controls and procedures, as such term is defined under Rule 13a-15(e) and 15d-15(e) promulgated under the Securities Exchange Act of 1934, as amended (the "Exchange Act"). Based on this evaluation, the Parent Company's chief executive officer and chief financial officer concluded that its disclosure controls and procedures were effective as of the end of the period 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, 2026 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 period 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, 2026 which have materially affected, or are reasonably likely to materially affect, the Operating Partnership’s internal controls over financial reporting.
