11/06/2026 | Press release | Distributed by Public on 11/06/2026 12:40
Management's Discussion and Analysis of Financial Condition and Results of Operations
Forward-Looking Statements
Certain statements in this document regarding anticipated financial, business, legal or other outcomes including business and market conditions, outlook and other similar statements relating to Regency's future events, developments, or financial or operational performance or results, are "forward-looking statements" made pursuant to the safe harbor provisions of the Private Securities Litigation Reform Act of 1995 and other federal securities laws. These forward-looking statements are identified by the use of words such as "may," "will," "could," "should," "would," "expect," "estimate," "believe," "intend," "forecast," "project," "plan," "anticipate," "guidance," and other similar language. However, the absence of these or similar words or expressions does not mean a statement is not forward-looking. While we believe these forward-looking statements are reasonable when made, forward-looking statements are not guarantees of future performance or events and undue reliance should not be placed on these statements. Although we believe the expectations reflected in any forward-looking statements are based on reasonable assumptions, we can give no assurance these expectations will be attained, and it is possible actual results may differ materially from those indicated by these forward-looking statements due to a variety of risk factors, including, without limitation, risk factors relating to:
As more specifically described in Part I, Item 1A. "Risk Factors" of our Annual Report on Form 10-K for the year ended December 31, 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 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:
Companies use different depreciable lives and methods, and real estate values historically fluctuate with market conditions. Since Nareit FFO excludes depreciation and amortization and gains on sale and impairments of real estate, it provides a performance measure that, when compared year over year, reflects the impact on operations from trends in percent leased, rental rates, operating costs, acquisition and development activities, and financing costs. This provides a perspective of our financial performance not immediately apparent from net income determined in accordance with GAAP. Thus, Nareit FFO is a supplemental non-GAAP financial measure of our operating performance, which does not represent cash generated from operating activities in accordance with GAAP; and, therefore, should not be considered a substitute measure of cash flows from operations.
Management believes that NOI is a useful measure for investors because it provides insight into the core operations and performance of our properties, independent of the capital structure, financing activities, and non-operating factors. By focusing on property-level performance, NOI allows investors to compare the performance of our real estate assets across periods and with those of other REIT peers in the industry, facilitating a clearer understanding of trends in occupancy, rental income, and operating expense management. In addition to its relevance for investors, management uses NOI as a key performance metric in making operational and strategic decisions. NOI is used to evaluate income generated from shopping centers (i.e., return on assets) and to guide decisions on capital investments. These decisions may include acquisitions, redevelopments, and investments in capital improvements.
We provide Pro-rata financial information because we believe it assists investors and analysts in estimating our economic interest in our consolidated and unconsolidated real estate investment partnerships, when read in conjunction with our reported results under GAAP. We believe presenting our Pro-rata share of assets, liabilities, operating results, and other metrics, along with certain other non-GAAP financial measures, makes comparisons of our operating results to those of other REITs more meaningful. The Pro-rata information provided is not, nor is it intended to be, presented in accordance with GAAP. The Pro-rata supplemental details of assets and liabilities and supplemental details of operations reflect our proportionate economic ownership of the assets, liabilities, and operating results of the properties in our portfolio.
The Pro-rata information is prepared on a basis consistent with the comparable consolidated amounts and is intended to more accurately reflect our proportionate economic interest in the assets, liabilities, and operating results of properties in our portfolio. We do not control the unconsolidated real estate 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:
Because of these limitations, the Pro-rata financial information should not be considered independently or as a substitute for our financial statements as reported under GAAP. We compensate for these limitations by relying primarily on our GAAP financial statements, using the Pro-rata information as a supplement.
Management believes this measure provides investors with a useful and consistent comparison of the Company's operating performance and trends. Management uses 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:
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 September 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 September 30, 2026, we had full or partial ownership interests in 486 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 59.2 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:
Our goals are to:
Executing on our Strategy
During the nine months ended September 30, 2026, Net income attributable to common shareholders was $312.6 million, compared to $314.7 million in the prior-year period.
During the nine months ended September 30, 2026:
We continued our development and redevelopment of high-quality shopping centers:
We maintained liquidity and financial flexibility to cost effectively fund investment opportunities and debt maturities:
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) |
September 30, 2026 |
December 31, 2025 |
|||||
|
Number of Properties |
395 |
391 |
|||||
|
GLA |
46,669 |
46,102 |
|||||
|
% Leased - Operating and Development |
96.5 |
% |
96.0 |
% |
|||
|
% Leased - Operating |
96.9 |
% |
96.6 |
% |
|||
|
Weighted average annual effective rent per square foot ("PSF"), net of tenant concessions. |
$26.99 |
$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) |
September 30, 2026 |
December 31, 2025 |
|||||
|
Number of Properties |
91 |
90 |
|||||
|
GLA |
12,563 |
12,275 |
|||||
|
% Leased - Operating and Development |
96.7 |
% |
96.8 |
% |
|||
|
% Leased - Operating |
96.7 |
% |
96.8 |
% |
|||
|
Weighted average annual effective rent PSF, net of tenant concessions |
$26.07 |
$25.87 |
|||||
The following table summarizes Pro-rata occupancy rates of our combined consolidated and unconsolidated shopping center portfolio:
|
September 30, 2026 |
December 31, 2025 |
||||||
|
Percent Leased - All Properties |
96.6 |
% |
96.3 |
% |
|||
|
Anchor Space (spaces ≥ 10,000 SF) |
98.5 |
% |
98.4 |
% |
|||
|
Shop Space (spaces < 10,000 SF) |
93.5 |
% |
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):
|
Nine months ended September 30, 2026 |
||||||||||||||||||||
|
Leasing |
SF (in |
Base Rent |
Tenant |
Leasing |
||||||||||||||||
|
Anchor Space Leases |
||||||||||||||||||||
|
New |
26 |
578 |
$ |
24.72 |
$ |
50.80 |
$ |
8.00 |
||||||||||||
|
Renewal |
103 |
2,501 |
18.47 |
0.31 |
0.33 |
|||||||||||||||
|
Total Anchor Space Leases |
129 |
3,079 |
$ |
19.64 |
$ |
9.79 |
$ |
1.77 |
||||||||||||
|
Shop Space Leases |
||||||||||||||||||||
|
New |
406 |
815 |
$ |
44.05 |
$ |
56.74 |
$ |
18.47 |
||||||||||||
|
Renewal |
843 |
1,616 |
41.32 |
2.15 |
1.53 |
|||||||||||||||
|
Total Shop Space Leases |
1,249 |
2,431 |
$ |
42.24 |
$ |
20.45 |
$ |
7.21 |
||||||||||||
|
Total Leases |
1,378 |
5,510 |
$ |
29.61 |
$ |
14.49 |
$ |
4.17 |
||||||||||||
|
Nine months ended September 30, 2025 |
||||||||||||||||||||
|
Leasing |
SF (in |
Base Rent |
Tenant |
Leasing |
||||||||||||||||
|
Anchor Space Leases |
||||||||||||||||||||
|
New |
20 |
519 |
$ |
19.16 |
$ |
34.28 |
$ |
3.97 |
||||||||||||
|
Renewal |
78 |
2,388 |
14.93 |
0.80 |
0.39 |
|||||||||||||||
|
Total Anchor Space Leases |
98 |
2,907 |
$ |
15.68 |
$ |
6.78 |
$ |
1.03 |
||||||||||||
|
Shop Space Leases |
||||||||||||||||||||
|
New |
415 |
759 |
$ |
42.27 |
$ |
48.56 |
$ |
16.71 |
||||||||||||
|
Renewal |
905 |
1,676 |
41.00 |
1.46 |
1.30 |
|||||||||||||||
|
Total Shop Space Leases |
1,320 |
2,435 |
$ |
41.39 |
$ |
16.14 |
$ |
6.10 |
||||||||||||
|
Total Leases |
1,418 |
5,342 |
$ |
27.40 |
$ |
11.05 |
$ |
3.34 |
||||||||||||
The weighted-average base rent PSF on Shop Space leases signed during the nine months ended September 30, 2026 is $42.24 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 $39.24 PSF. New and renewal rent spreads, compared to prior rents on these same spaces leased, were positive at 11.4% for the nine months ended September 30, 2026, compared to 10.4% for the nine months ended September 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:
|
September 30, 2026 |
||||||||
|
Tenant |
Number of |
Percentage of |
Percentage of |
|||||
|
Publix |
67 |
5.7% |
2.8% |
|||||
|
Amazon/Whole Foods |
42 |
2.8% |
2.7% |
|||||
|
TJX Companies, Inc. |
77 |
3.6% |
2.7% |
|||||
|
Albertsons Companies, Inc. |
51 |
4.1% |
2.7% |
|||||
|
Kroger Co. |
52 |
6.0% |
2.5% |
|||||
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 September 30, 2026, the tenants who are currently in bankruptcy and continue to occupy space in our shopping centers represent an aggregate of 0.3% of our Pro-rata annual base rent.
Results of Operations
Comparison of the three months ended September 30, 2026 and 2025:
Changes in revenues are summarized in the following table:
|
Three months ended September 30, |
||||||||||||
|
(in thousands) |
2026 |
2025 |
Change |
|||||||||
|
Lease income |
||||||||||||
|
Base rent |
$ |
283,437 |
265,289 |
18,148 |
||||||||
|
Recoveries from tenants |
102,679 |
92,406 |
10,273 |
|||||||||
|
Percentage rent |
2,130 |
1,950 |
180 |
|||||||||
|
Uncollectible lease income |
(192 |
) |
53 |
(245 |
) |
|||||||
|
Other lease income |
8,362 |
5,536 |
2,826 |
|||||||||
|
Straight-line rent |
6,685 |
6,743 |
(58 |
) |
||||||||
|
Above/below market rent amortization, net |
5,570 |
5,784 |
(214 |
) |
||||||||
|
Total lease income |
$ |
408,671 |
377,761 |
30,910 |
||||||||
|
Other property income |
3,247 |
3,089 |
158 |
|||||||||
|
Management, transaction, and other fees |
7,140 |
6,720 |
420 |
|||||||||
|
Total revenues |
$ |
419,058 |
387,570 |
31,488 |
||||||||
Total lease income increased by $30.9 million primarily due to the following:
Changes in our operating expenses are summarized in the following table:
|
Three months ended September 30, |
||||||||||||
|
(in thousands) |
2026 |
2025 |
Change |
|||||||||
|
Depreciation and amortization |
$ |
107,708 |
102,799 |
4,909 |
||||||||
|
Property operating expense |
69,802 |
65,471 |
4,331 |
|||||||||
|
Real estate taxes |
52,099 |
47,080 |
5,019 |
|||||||||
|
General and administrative |
25,173 |
27,060 |
(1,887 |
) |
||||||||
|
Other operating expenses |
2,126 |
1,770 |
356 |
|||||||||
|
Total operating expenses |
$ |
256,908 |
244,180 |
12,728 |
||||||||
Depreciation and amortization increased by $4.9 million, mainly due to the following:
Property operating expense increased by $4.3 million, mainly due to the following:
Real estate taxes increased by $5.0 million, mainly due to the following:
Changes in other expense, net are summarized in the following table:
|
Three months ended September 30, |
||||||||||||
|
(in thousands) |
2026 |
2025 |
Change |
|||||||||
|
Interest expense, net |
||||||||||||
|
Interest on notes payable |
$ |
55,545 |
55,064 |
481 |
||||||||
|
Interest on unsecured credit facilities |
1,806 |
1,022 |
784 |
|||||||||
|
Capitalized interest |
(2,526 |
) |
(2,768 |
) |
242 |
|||||||
|
Hedge expense |
48 |
226 |
(178 |
) |
||||||||
|
Interest income |
(1,388 |
) |
(2,221 |
) |
833 |
|||||||
|
Interest expense, net |
$ |
53,485 |
51,323 |
2,162 |
||||||||
|
Provision for impairment of real estate |
65,135 |
3,374 |
61,761 |
|||||||||
|
Gain on sale of real estate, net of tax |
(23,814 |
) |
(6,198 |
) |
(17,616 |
) |
||||||
|
Net investment income |
(609 |
) |
(2,602 |
) |
1,993 |
|||||||
|
Total other expense, net |
$ |
94,197 |
45,897 |
48,300 |
||||||||
Interest expense, net, increased by $2.2 million primarily due to the following:
During the three months ended September 30, 2026, we recognized $65.1 million of impairment charges related to two operating properties resulting from changes in their expected holding periods, which triggered reassessments of their recoverability. During the three months ended September 30, 2025, we recognized $3.4 million of impairment charges related to the dispositions of three operating properties.
During the three months ended September 30, 2026, we recognized gain on sale of real estate, net of tax of $23.8 million primarily from additional proceeds received related to a prior outparcel sale and one additional outparcel sale. During the three months ended September 30, 2025, we recognized gain on sale of real estate, net of tax of $6.2 million primarily from the sale of an operating property and an outparcel.
The following represents the remaining components that comprise Net income attributable to common shareholders and unit holders:
|
Three months ended September 30, |
||||||||||||
|
(in thousands) |
2026 |
2025 |
Change |
|||||||||
|
Net income |
$ |
81,914 |
112,617 |
(30,703 |
) |
|||||||
|
Income attributable to noncontrolling interests |
(3,376 |
) |
(3,244 |
) |
(132 |
) |
||||||
|
Net income attributable to the Company |
78,538 |
109,373 |
(30,835 |
) |
||||||||
|
Preferred stock dividends |
(3,413 |
) |
(3,413 |
) |
- |
|||||||
|
Net income attributable to common shareholders |
$ |
75,125 |
105,960 |
(30,835 |
) |
|||||||
|
Net income attributable to exchangeable operating partnership units |
(1,577 |
) |
(1,664 |
) |
87 |
|||||||
|
Net income attributable to common unit holders |
$ |
76,702 |
107,624 |
(30,922 |
) |
|||||||
Results of Operations
Comparison of the nine months ended September 30, 2026 and 2025:
Changes in revenues are summarized in the following table:
|
Nine months ended September 30, |
||||||||||||
|
(in thousands) |
2026 |
2025 |
Change |
|||||||||
|
Lease income |
||||||||||||
|
Base rent |
$ |
838,875 |
778,216 |
60,659 |
||||||||
|
Recoveries from tenants |
309,473 |
275,392 |
34,081 |
|||||||||
|
Percentage rent |
12,140 |
11,558 |
582 |
|||||||||
|
Uncollectible lease income |
(3,473 |
) |
(1,906 |
) |
(1,567 |
) |
||||||
|
Other lease income |
23,750 |
18,283 |
5,467 |
|||||||||
|
Straight-line rent |
16,710 |
18,137 |
(1,427 |
) |
||||||||
|
Above / below market rent amortization, net |
16,607 |
18,265 |
(1,658 |
) |
||||||||
|
Total lease income |
$ |
1,214,082 |
1,117,945 |
96,137 |
||||||||
|
Other property income |
9,674 |
10,609 |
(935 |
) |
||||||||
|
Management, transaction, and other fees |
21,265 |
20,776 |
489 |
|||||||||
|
Total revenues |
$ |
1,245,021 |
1,149,330 |
95,691 |
||||||||
Lease income increased by $96.1 million primarily due to the following:
Changes in our operating expenses are summarized in the following table:
|
Nine months ended September 30, |
||||||||||||
|
(in thousands) |
2026 |
2025 |
Change |
|||||||||
|
Depreciation and amortization |
$ |
322,933 |
299,108 |
23,825 |
||||||||
|
Property operating expense |
214,048 |
194,689 |
19,359 |
|||||||||
|
Real estate taxes |
153,494 |
140,940 |
12,554 |
|||||||||
|
General and administrative |
78,346 |
74,140 |
4,206 |
|||||||||
|
Other operating expenses |
5,164 |
5,402 |
(238 |
) |
||||||||
|
Total operating expenses |
$ |
773,985 |
714,279 |
59,706 |
||||||||
Depreciation and amortization increased by $23.8 million mainly due to the following:
Property operating expense increased by $19.4 million, mainly due to the following:
Real estate taxes increased by $12.6 million, mainly due to the following:
General and administrative costs increased by $4.2 million mainly due to the following:
Changes in Other expense, net are summarized in the following table:
|
Nine months ended September 30, |
||||||||||||
|
(in thousands) |
2026 |
2025 |
Change |
|||||||||
|
Interest expense, net |
||||||||||||
|
Interest on notes payable |
$ |
166,619 |
154,475 |
12,144 |
||||||||
|
Interest on unsecured credit facilities |
5,154 |
6,671 |
(1,517 |
) |
||||||||
|
Capitalized interest |
(7,587 |
) |
(7,302 |
) |
(285 |
) |
||||||
|
Hedge expense |
143 |
677 |
(534 |
) |
||||||||
|
Interest income |
(5,077 |
) |
(4,913 |
) |
(164 |
) |
||||||
|
Interest expense, net |
$ |
159,252 |
149,608 |
9,644 |
||||||||
|
Provision for impairment of real estate |
65,135 |
4,636 |
60,499 |
|||||||||
|
Gain on sale of real estate, net of tax |
(31,276 |
) |
(6,005 |
) |
(25,271 |
) |
||||||
|
Net investment income |
(4,025 |
) |
(2,629 |
) |
(1,396 |
) |
||||||
|
Total other expense, net |
$ |
189,086 |
145,610 |
43,476 |
||||||||
Interest expense, net increased by $9.6 million primarily due to the following:
During the nine months ended September 30, 2026, we recognized $65.1 million of impairment charges related to two operating properties resulting from changes in their expected holding periods, which triggered reassessments of their recoverability. During the nine months ended September 30, 2025 we recognized $4.6 million of impairment charges related to the dispositions of five operating properties.
During the nine months ended September 30, 2026, we recognized gain on sale of real estate, net of tax of $31.3 million primarily from the sale of one operating property and four outparcels. During the nine months ended September 30, 2025, we recognized gains on sale of real estate, net of tax of $6.0 million mainly from sales of an operating property and an outparcel.
Net investment income increased by $1.4 million, primarily attributable to a $1.3 million increase in investment returns associated with the non-qualified deferred compensation plan.
Equity in income of investments in real estate partnerships increased by $9.1 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:
|
Nine months ended September 30, |
||||||||||||
|
(in thousands) |
2026 |
2025 |
Change |
|||||||||
|
Net income |
$ |
334,451 |
332,819 |
1,632 |
||||||||
|
Income attributable to noncontrolling interests |
(11,600 |
) |
(7,838 |
) |
(3,762 |
) |
||||||
|
Net income attributable to the Company |
322,851 |
324,981 |
(2,130 |
) |
||||||||
|
Preferred stock dividends |
(10,239 |
) |
(10,239 |
) |
- |
|||||||
|
Net income attributable to common shareholders |
$ |
312,612 |
314,742 |
(2,130 |
) |
|||||||
|
Net income attributable to exchangeable operating partnership units |
(6,554 |
) |
(2,892 |
) |
(3,662 |
) |
||||||
|
Net income attributable to common unit holders |
$ |
319,166 |
317,634 |
1,532 |
||||||||
Income attributable to noncontrolling interests and Net income attributable to exchangeable operating partnership units increased by $3.8 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 September 30, |
Nine months ended September 30, |
|||||||||||||||||||||||
|
(in thousands) |
2026 |
2025 |
Change |
2026 |
2025 |
Change |
||||||||||||||||||
|
Base rent |
$ |
297,068 |
286,032 |
11,036 |
$ |
882,409 |
851,267 |
31,142 |
||||||||||||||||
|
Recoveries from tenants |
106,059 |
99,497 |
6,562 |
325,831 |
300,733 |
25,098 |
||||||||||||||||||
|
Percentage rent |
2,290 |
2,159 |
131 |
13,211 |
12,978 |
233 |
||||||||||||||||||
|
Uncollectible lease income |
(459 |
) |
113 |
(572 |
) |
(3,279 |
) |
(1,915 |
) |
(1,364 |
) |
|||||||||||||
|
Other lease income |
6,052 |
5,013 |
1,039 |
17,584 |
14,528 |
3,056 |
||||||||||||||||||
|
Other property income |
3,012 |
2,583 |
429 |
9,640 |
9,288 |
352 |
||||||||||||||||||
|
Total real estate revenue |
414,022 |
395,397 |
18,625 |
1,245,396 |
1,186,879 |
58,517 |
||||||||||||||||||
|
Operating and maintenance |
68,043 |
65,221 |
2,822 |
210,584 |
196,580 |
14,004 |
||||||||||||||||||
|
Real estate taxes |
53,132 |
50,880 |
2,252 |
160,788 |
152,525 |
8,263 |
||||||||||||||||||
|
Ground rent |
3,712 |
4,078 |
(366 |
) |
11,001 |
11,274 |
(273 |
) |
||||||||||||||||
|
Total real estate operating expenses |
124,887 |
120,179 |
4,708 |
382,373 |
360,379 |
21,994 |
||||||||||||||||||
|
Same property NOI |
$ |
289,135 |
275,218 |
13,917 |
$ |
863,023 |
826,500 |
36,523 |
||||||||||||||||
|
Same property NOI growth |
5.1 |
% |
4.4 |
% |
||||||||||||||||||||
Same property NOI changed from the following major components:
Total real estate revenue increased by $18.6 million and $58.5 million, on a net basis, during the three and nine months ended September 30, 2026, respectively, as follows:
Total real estate operating expenses increased by $4.7 million and $22.0 million, on a net basis, during the three and nine months ended September 30, 2026, respectively, as follows:
Reconciliation of Net Income Attributable to Common Shareholders to Same Property NOI:
|
Three months ended September 30, |
Nine months ended September 30, |
|||||||||||||||
|
(in thousands) |
2026 |
2025 |
2026 |
2025 |
||||||||||||
|
Net income attributable to common shareholders |
$ |
75,125 |
105,960 |
$ |
312,612 |
314,742 |
||||||||||
|
Less: |
||||||||||||||||
|
Management, transaction, and other fees |
(7,140 |
) |
(6,720 |
) |
(21,265 |
) |
(20,776 |
) |
||||||||
|
Other (1) |
(13,610 |
) |
(13,654 |
) |
(37,187 |
) |
(40,193 |
) |
||||||||
|
Plus: |
||||||||||||||||
|
Depreciation and amortization |
107,708 |
102,799 |
322,933 |
299,108 |
||||||||||||
|
General and administrative |
25,173 |
27,060 |
78,346 |
74,140 |
||||||||||||
|
Other operating expense |
2,126 |
1,770 |
5,164 |
5,402 |
||||||||||||
|
Other expense, net |
94,197 |
45,897 |
189,086 |
145,610 |
||||||||||||
|
Equity in income of investments in real estate excluded from NOI (2) |
12,818 |
12,099 |
28,158 |
40,229 |
||||||||||||
|
Net income attributable to noncontrolling interests |
3,376 |
3,244 |
11,600 |
7,838 |
||||||||||||
|
Preferred stock dividends |
3,413 |
3,413 |
10,239 |
10,239 |
||||||||||||
|
NOI |
$ |
303,186 |
281,868 |
899,686 |
836,339 |
|||||||||||
|
Less non-same property NOI (3) |
(14,051 |
) |
(6,650 |
) |
(36,663 |
) |
(9,839 |
) |
||||||||
|
Same property NOI |
$ |
289,135 |
275,218 |
$ |
863,023 |
826,500 |
||||||||||
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 September 30, |
Nine months ended September 30, |
|||||||||||||||
|
(in thousands) |
2026 |
2025 |
2026 |
2025 |
||||||||||||
|
Reconciliation of Net income attributable to common shareholders to Nareit FFO |
||||||||||||||||
|
Net income attributable to common shareholders |
$ |
75,125 |
105,960 |
$ |
312,612 |
314,742 |
||||||||||
|
Adjustments to reconcile to Nareit FFO: (1) |
||||||||||||||||
|
Depreciation and amortization (excluding FF&E) |
114,074 |
109,933 |
342,792 |
321,296 |
||||||||||||
|
Provision for impairment of real estate |
65,135 |
3,374 |
65,135 |
4,636 |
||||||||||||
|
Gain on sale of real estate, net of tax |
(25,113 |
) |
(7,432 |
) |
(45,730 |
) |
(7,187 |
) |
||||||||
|
Exchangeable operating partnership units |
1,577 |
1,664 |
6,554 |
2,892 |
||||||||||||
|
Nareit FFO attributable to common stock and unit holders |
$ |
230,798 |
213,499 |
$ |
681,363 |
636,379 |
||||||||||
|
Reconciliation of Nareit FFO to Core Operating Earnings |
||||||||||||||||
|
Nareit FFO |
$ |
230,798 |
213,499 |
$ |
681,363 |
636,379 |
||||||||||
|
Adjustments to reconcile to Core Operating Earnings: (1) |
||||||||||||||||
|
Certain Non-Cash Items |
||||||||||||||||
|
Straight-line rent, net (2) |
(6,736 |
) |
(7,282 |
) |
(16,564 |
) |
(19,459 |
) |
||||||||
|
Above/below market rent amortization, net |
(5,164 |
) |
(5,423 |
) |
(15,461 |
) |
(17,260 |
) |
||||||||
|
Debt and derivative mark-to-market amortization |
1,721 |
1,816 |
5,534 |
4,618 |
||||||||||||
|
Core Operating Earnings |
$ |
220,619 |
202,610 |
$ |
654,872 |
604,278 |
||||||||||
|
Three months ended September 30, |
Nine months ended September 30, |
|||||||||||||||
|
(in thousands) |
2026 |
2025 |
2026 |
2025 |
||||||||||||
|
Reconciliation of Core Operating Earnings to AFFO: |
||||||||||||||||
|
Core Operating Earnings |
$ |
220,619 |
202,610 |
$ |
654,872 |
604,278 |
||||||||||
|
Adjustments to reconcile to AFFO (1): |
||||||||||||||||
|
Operating capital expenditures |
(35,550 |
) |
(33,832 |
) |
(103,460 |
) |
(90,109 |
) |
||||||||
|
Debt cost and derivative adjustments |
2,357 |
2,423 |
6,959 |
6,849 |
||||||||||||
|
Stock-based compensation |
6,179 |
5,321 |
18,108 |
16,219 |
||||||||||||
|
AFFO |
$ |
193,605 |
176,522 |
$ |
576,479 |
537,237 |
||||||||||
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.
Our Parent Company has no capital commitments other than its guarantees of the commitments of our Operating Partnership. 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 sales of real estate (subject to certain REIT tax distribution rules), 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 September 30, 2026, we had $862.8 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 $134.9 million of unrestricted cash, we have the following additional sources of capital available:
|
(in thousands) |
September 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) |
$ |
1,372,940 |
|
|
Maturity (2) |
March 23, 2028 |
||
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 nine months ended September 30, 2026 and 2025, we generated cash flows from operating activities of $654.2 million and $623.7 million, respectively, and paid $432.9 million and $395.8 million in dividends and distributions 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 October 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 September 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 September 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:
|
Nine months ended September 30, |
|||||||||||
|
(in thousands) |
2026 |
2025 |
Change |
||||||||
|
Net cash provided by operating activities |
$ |
654,196 |
623,744 |
30,452 |
|||||||
|
Net cash used in investing activities |
(329,388 |
) |
(404,711 |
) |
75,323 |
||||||
|
Net cash used in financing activities |
(307,212 |
) |
(75,322 |
) |
(231,890 |
) |
|||||
|
Net change in cash, cash equivalents, and restricted cash |
$ |
17,596 |
143,711 |
(126,115 |
) |
||||||
|
Cash and cash equivalents and restricted cash at end of the period |
$ |
138,257 |
205,595 |
(67,338 |
) |
||||||
Net cash provided by operating activities:
Net cash provided by operating activities increased $30.5 million due to:
Net cash used in investing activities:
Net cash used in investing activities changed by $75.3 million as follows:
|
Nine months ended September 30, |
|||||||||||
|
(in thousands) |
2026 |
2025 |
Change |
||||||||
|
Cash flows from investing activities: |
|||||||||||
|
Acquisition of operating real estate, net of cash acquired of $4,273 in 2025 |
$ |
(58,385 |
) |
(103,502 |
) |
45,117 |
|||||
|
Real estate development and capital improvements |
(317,730 |
) |
(307,282 |
) |
(10,448 |
) |
|||||
|
Proceeds from sale of real estate |
39,957 |
51,084 |
(11,127 |
) |
|||||||
|
Proceeds from property insurance casualty claims |
3,383 |
- |
3,383 |
||||||||
|
Issuance of notes receivable |
(1,500 |
) |
(176 |
) |
(1,324 |
) |
|||||
|
Collection of notes receivable |
1,310 |
479 |
831 |
||||||||
|
Investments in real estate partnerships |
(38,979 |
) |
(12,399 |
) |
(26,580 |
) |
|||||
|
Return of capital from investments in real estate partnerships |
43,930 |
12,162 |
31,768 |
||||||||
|
Dividends on investment securities |
1,841 |
1,232 |
609 |
||||||||
|
Purchase of investment securities |
(12,633 |
) |
(99,770 |
) |
87,137 |
||||||
|
Proceeds from sale of investment securities |
9,418 |
53,461 |
(44,043 |
) |
|||||||
|
Net cash used in investing activities |
$ |
(329,388 |
) |
(404,711 |
) |
75,323 |
|||||
Significant changes in investing activities include:
We plan to continue developing and redeveloping shopping centers for long-term investment. During the nine months ended September 30, 2026, we deployed capital of $317.7 million for the development, redevelopment, and capital improvement of our real estate properties, comprised of the following:
|
Nine months ended September 30, |
|||||||||||
|
(in thousands) |
2026 |
2025 |
Change |
||||||||
|
Capital expenditures: |
|||||||||||
|
Land acquisitions - Development |
14,884 |
9,534 |
5,350 |
||||||||
|
Acquisition of land & improvements - Redevelopment |
17,754 |
3,607 |
14,147 |
||||||||
|
Building and tenant improvements |
92,958 |
77,313 |
15,645 |
||||||||
|
Redevelopment costs |
74,184 |
89,797 |
(15,613 |
) |
|||||||
|
Development costs |
94,183 |
104,587 |
(10,404 |
) |
|||||||
|
Capitalized interest |
7,485 |
7,655 |
(170 |
) |
|||||||
|
Capitalized direct compensation |
16,282 |
14,789 |
1,493 |
||||||||
|
Real estate development and capital improvements |
$ |
317,730 |
307,282 |
10,448 |
|||||||
The following table summarizes our development projects in-process and completed:
|
(in thousands, except cost PSF) |
September 30, 2026 |
|||||||||||||||||||||||
|
Property Name |
Market |
Ownership (1) |
Start |
Estimated |
Estimated / Actual Net |
% of Costs Incurred |
GLA (1) |
Cost PSF |
||||||||||||||||
|
Developments In-Process |
||||||||||||||||||||||||
|
Sienna Grande Shops |
Houston, TX |
75% |
Q2-2023 |
2027 |
8,964 |
97 |
% |
23 |
390 |
|||||||||||||||
|
The Village at Seven Pines |
Jacksonville, FL |
100% |
Q3-2025 |
2028 |
112,302 |
39 |
% |
239 |
470 |
|||||||||||||||
|
Ellis Village Center - Phase 1 |
Bay Area, CA |
100% |
Q3-2025 |
2027 |
29,592 |
63 |
% |
49 |
604 |
|||||||||||||||
|
Culver Commons |
Los Angeles, CA |
100% |
Q4-2025 |
2028 |
15,852 |
32 |
% |
14 |
1,132 |
|||||||||||||||
|
Lone Tree Village |
Denver, CO |
100% |
Q4-2025 |
2028 |
29,408 |
64 |
% |
157 |
187 |
|||||||||||||||
|
Oak Valley Village |
Los Angeles, CA |
75% |
Q4-2025 |
2028 |
44,613 |
35 |
% |
173 |
258 |
|||||||||||||||
|
The Berkeley at Durbin Park |
Jacksonville, FL |
100% |
Q2-2026 |
2028 |
54,814 |
17 |
% |
106 |
517 |
|||||||||||||||
|
Redlands Marketplace |
Los Angeles, CA |
100% |
Q3-2026 |
2029 |
46,455 |
13 |
% |
69 |
673 |
|||||||||||||||
|
The Shops at Fall Hill |
Metro DC |
100% |
Q3-2026 |
2029 |
23,885 |
18 |
% |
40 |
597 |
|||||||||||||||
|
Total Developments In-Process |
$ |
365,885 |
36 |
% |
870 |
421 |
||||||||||||||||||
|
Developments Completed |
||||||||||||||||||||||||
|
Oakley Shops at Laurel Fields |
Bay Area, CA |
100% |
Q3-2024 |
2026 |
35,815 |
96 |
% |
78 |
458 |
|||||||||||||||
|
The Shops at SunVet |
Long Island, NY |
100% |
Q2-2023 |
2027 |
96,197 |
96 |
% |
169 |
569 |
|||||||||||||||
|
Total Developments Completed |
$ |
132,012 |
96 |
% |
247 |
534 |
||||||||||||||||||
The following table summarizes our redevelopment projects in process and completed:
|
(in thousands) |
September 30, 2026 |
|||||||||||||||
|
Property Name |
Market |
Ownership (1) |
Start Date |
Estimated Stabilization Year (2) |
Estimated Net |
% of Costs Incurred |
||||||||||
|
Redevelopments In-Process |
||||||||||||||||
|
Bloom on Third |
Los Angeles, CA |
35% |
Q4-2022 |
2027 |
$ |
25,715 |
83 |
% |
||||||||
|
Serramonte Center - Phase 3 |
San Francisco, CA |
100% |
Q2-2023 |
2026 |
42,535 |
70 |
% |
|||||||||
|
West Chester Plaza |
Cincinnati, OH |
100% |
Q4-2024 |
2028 |
14,554 |
34 |
% |
|||||||||
|
Willows Shopping Center |
Bay Area, CA |
100% |
Q4-2024 |
2027 |
16,807 |
77 |
% |
|||||||||
|
The Crossing Clarendon |
Metro DC |
100% |
Q2-2025 |
2027 |
13,679 |
60 |
% |
|||||||||
|
East Meadow Plaza - Phase 2A |
Long Island, NY |
100% |
Q3-2025 |
2027 |
15,969 |
81 |
% |
|||||||||
|
Crystal Brook Corner |
Long Island, NY |
100% |
Q1-2026 |
2028 |
58,673 |
65 |
% |
|||||||||
|
Ryanwood Square |
Palm Beach, FL |
100% |
Q2-2026 |
2028 |
12,093 |
4 |
% |
|||||||||
|
Country Walk Plaza |
Miami, FL |
100% |
Q3-2026 |
2028 |
11,790 |
6 |
% |
|||||||||
|
Various Redevelopments |
Various |
Various |
Various |
Various |
104,221 |
51 |
% |
|||||||||
|
Total Redevelopments In-Process |
$ |
316,036 |
57 |
% |
||||||||||||
|
Redevelopments Completed |
||||||||||||||||
|
East Meadow Plaza - Phase 1 |
Long Island, NY |
100% |
Q3-2024 |
2026 |
11,736 |
90 |
% |
|||||||||
|
Various Properties |
Various |
Various |
Various |
Various |
14,446 |
97 |
% |
|||||||||
|
Total Redevelopments Completed |
$ |
26,182 |
94 |
% |
||||||||||||
Net cash used in financing activities:
Net cash used in financing activities increased by $231.9 million during 2026, as follows:
|
Nine months ended September 30, |
|||||||||||
|
(in thousands) |
2026 |
2025 |
Change |
||||||||
|
Cash flows from financing activities: |
|||||||||||
|
Net proceeds from common stock issuances |
$ |
- |
49,162 |
(49,162 |
) |
||||||
|
Tax withholding on stock-based compensation |
(9,113 |
) |
(6,783 |
) |
(2,330 |
) |
|||||
|
Repurchase of exchangeable operating partnership units |
- |
(2,046 |
) |
2,046 |
|||||||
|
Proceeds from sale of treasury stock |
123 |
462 |
(339 |
) |
|||||||
|
Contributions from noncontrolling interests |
5,140 |
10,699 |
(5,559 |
) |
|||||||
|
Distributions to and redemptions of noncontrolling interests |
(10,619 |
) |
(37,175 |
) |
26,556 |
||||||
|
Distributions to exchangeable operating partnership unit holders |
(8,692 |
) |
(2,299 |
) |
(6,393 |
) |
|||||
|
Dividends paid to common shareholders |
(414,001 |
) |
(383,267 |
) |
(30,734 |
) |
|||||
|
Dividends paid to preferred shareholders |
(10,239 |
) |
(10,239 |
) |
- |
||||||
|
Repayment of fixed rate unsecured private placement notes |
(200,000 |
) |
- |
(200,000 |
) |
||||||
|
Proceeds from issuance of fixed rate unsecured notes, net of debt discount |
447,192 |
397,116 |
50,076 |
||||||||
|
Proceeds from unsecured credit facility |
520,000 |
510,000 |
10,000 |
||||||||
|
Repayment of unsecured credit facility |
(525,000 |
) |
(545,000 |
) |
20,000 |
||||||
|
Proceeds from notes payable |
- |
10,000 |
(10,000 |
) |
|||||||
|
Repayment of notes payable |
(88,000 |
) |
(54,130 |
) |
(33,870 |
) |
|||||
|
Scheduled principal payments |
(9,658 |
) |
(7,983 |
) |
(1,675 |
) |
|||||
|
Payment of financing costs |
(4,345 |
) |
(3,839 |
) |
(506 |
) |
|||||
|
Net cash used in financing activities |
$ |
(307,212 |
) |
(75,322 |
) |
(231,890 |
) |
||||
Significant changes in financing activities during the nine months ended September 30, 2026 and 2025, include the following:
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 share:
|
Combined |
Regency's Share (1) |
|||||||||||||||
|
(in thousands, except number of real estate |
September 30, 2026 |
December 31, 2025 |
September 30, 2026 |
December 31, 2025 |
||||||||||||
|
Number of real estate partnerships |
16 |
16 |
||||||||||||||
|
Regency's ownership |
12% - 83% |
12% - 83% |
||||||||||||||
|
Number of properties |
91 |
90 |
||||||||||||||
|
Assets |
$ |
2,778,809 |
2,667,271 |
$ |
992,754 |
971,786 |
||||||||||
|
Liabilities |
1,686,173 |
1,628,610 |
588,929 |
580,274 |
||||||||||||
|
Equity |
1,092,636 |
1,038,661 |
403,825 |
391,512 |
||||||||||||
|
Basis difference |
(40,828 |
) |
(41,656 |
) |
||||||||||||
|
Investments in real estate partnerships |
$ |
362,997 |
349,856 |
|||||||||||||
Our equity method investments in real estate partnerships consist of the following:
|
(in thousands) |
Regency's Ownership |
September 30, 2026 |
December 31, 2025 |
|||||||
|
GRI - Regency, LLC (GRIR)(1) |
40% |
$ |
109,727 |
112,235 |
||||||
|
Columbia Regency Partners II, LLC (Columbia II) |
20% |
72,269 |
60,354 |
|||||||
|
Columbia Village District, LLC |
30% |
5,900 |
6,295 |
|||||||
|
Individual Investors |
||||||||||
|
Ballard Blocks |
50% |
56,924 |
57,830 |
|||||||
|
Bloom on Third |
35% |
48,163 |
46,860 |
|||||||
|
Others |
12% - 83% |
70,014 |
66,282 |
|||||||
|
Total Investments in real estate partnerships |
$ |
362,997 |
$ |
349,856 |
||||||
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) |
September 30, 2026 |
|||||||||||||||||||
|
Scheduled Principal Payments and Maturities by Year: |
Scheduled |
Mortgage |
Unsecured |
Total |
Regency's |
|||||||||||||||
|
2026 (1) |
$ |
2,084 |
158,461 |
- |
160,545 |
56,081 |
||||||||||||||
|
2027 |
8,571 |
32,800 |
- |
41,371 |
13,670 |
|||||||||||||||
|
2028 |
5,416 |
232,735 |
- |
238,151 |
82,380 |
|||||||||||||||
|
2029 |
4,226 |
104,434 |
- |
108,660 |
37,431 |
|||||||||||||||
|
2030 |
3,774 |
215,893 |
13,000 |
232,667 |
80,771 |
|||||||||||||||
|
Beyond 5 Years |
3,641 |
794,294 |
- |
797,935 |
282,698 |
|||||||||||||||
|
Net unamortized loan costs, debt premium / (discount) |
- |
(11,014 |
) |
- |
(11,014 |
) |
(3,281 |
) |
||||||||||||
|
Total |
$ |
27,712 |
1,527,603 |
13,000 |
1,568,315 |
549,750 |
||||||||||||||
At September 30, 2026, our investments in unconsolidated real estate partnerships had notes payable of $1.6 billion maturing through 2036, of which 94.7% 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 6.1%, based on rates as of September 30, 2026. These fixed and variable rate notes payable are all non-recourse, and our share was $549.8 million as of September 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 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 September 30, |
Nine months ended September 30, |
|||||||||||||||
|
(in thousands) |
2026 |
2025 |
2026 |
2025 |
||||||||||||
|
Management, transaction, and other fees |
$ |
7,085 |
6,640 |
$ |
21,074 |
20,471 |
||||||||||
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.