The Company believes combining the quarterly reports on Form 10-Q of the Parent Company and the Operating Partnership into this single report provides the following benefits:

•

Enhances investors' understanding of the Parent Company and the Operating Partnership by enabling investors to view the business as a whole in the same manner as management views and operates the business;

•

Eliminates duplicative disclosure and provides a more streamlined and readable presentation; and

~~Eliminates duplicative disclosure and provides a more streamlined and readable presentation;~~

•

Creates time and cost efficiencies through the preparation of one combined report instead of two separate reports.

~~Creates time and cost efficiencies through the preparation of one combined report instead of two separate reports.~~

Management operates the Parent Company and the Operating Partnership as one business. The management of the Parent Company consists of the same individuals as the management of the Operating Partnership. These individuals are officers of the Parent Company and employees of the Operating Partnership.

The Company believes it is important to understand the key differences between the Parent Company and the Operating Partnership in the context of how the Parent Company and the Operating Partnership operate as a consolidated company. The Parent Company is a REIT, whose only material asset is its ownership of partnership interests of the Operating Partnership. As a result, the Parent Company does not conduct business itself, other than acting as the sole general partner of the Operating Partnership, issuing public equity from time to time and guaranteeing certain debt of the Operating Partnership. Except for $500 million of unsecured public and private placement debt, the Parent Company does not hold any indebtedness, but guarantees all of the unsecured debt of the Operating Partnership. The Operating Partnership is also the co-issuer and guarantees the $500 million of ~~debt of the~~ Parent ~~Company.~~Company debt. The Operating Partnership holds all the assets of the Company and retains the ownership interests in the Company's joint ventures. Except for net proceeds from public equity issuances by the Parent Company, which are contributed to the Operating Partnership in exchange for partnership units, the Operating Partnership generates all remaining capital required by the Company's business. These sources include the Operating Partnership's operations, its direct or indirect incurrence of indebtedness, and the issuance of partnership units.

Stockholders' equity, partners' capital, and noncontrolling interests are the main areas of difference between the consolidated financial statements of the Parent Company and those of the Operating Partnership. The Operating Partnership's capital includes general and limited common Partnership Units. The limited partners' units in the Operating Partnership owned by third parties are accounted for in partners' capital in the Operating Partnership's financial statements and outside of stockholders' equity in noncontrolling interests in the Parent Company's financial statements.

In order to highlight the differences between the Parent Company and the Operating Partnership, there are sections in this report that separately discuss the Parent Company and the Operating Partnership, including separate financial statements, controls and procedures sections, and separate Exhibit 31 and 32 certifications. In the sections that combine disclosure for the Parent Company and the Operating Partnership, this report refers to actions or holdings as being actions or holdings of the Company.

As general partner with control of the Operating Partnership, the Parent Company consolidates the Operating Partnership for financial reporting purposes, and the Parent Company does not have assets other than its investment in the Operating Partnership. Therefore, while stockholders' equity and partners' capital differ as discussed above, the assets and liabilities of the Parent Company and the Operating Partnership are the same on their respective financial statements.

TABLE OF CONTENTS



		Form 10-Q Report Page

PART I - FINANCIAL INFORMATION

Item 1.	Financial Statements (Unaudited)

Regency Centers Corporation:

	Consolidated Balance Sheets as of March 31, ~~2019~~2020 and December 31, ~~2018~~2019	1

	Consolidated Statements of Operations for the periods ended March 31, ~~2019~~2020 and ~~2018~~2019	2

	Consolidated Statements of Comprehensive Income for the periods ended March 31, ~~2019~~2020 and ~~2018~~2019	3

	Consolidated Statements of Equity for the periods ended March 31, ~~2019~~2020 and ~~2018~~2019	4

	Consolidated Statements of Cash Flows for the periods ended March 31, ~~2019~~2020 and ~~2018~~2019	5

Regency Centers, L.P.:

	Consolidated Balance Sheets as of March 31, ~~2019~~2020 and December 31, ~~2018~~2019	7

	Consolidated Statements of Operations for the periods ended March 31, ~~2019~~2020 and ~~2018~~2019	8

	Consolidated Statements of Comprehensive Income for the periods ended March 31, ~~2019~~2020 and ~~2018~~2019	9

	Consolidated Statements of Capital for the periods ended March 31, ~~2019~~2020 and ~~2018~~2019	10

	Consolidated Statements of Cash Flows for the periods ended March 31, ~~2019~~2020 and ~~2018~~2019	11

	Notes to Consolidated Financial Statements	13

Item 2.	Management's Discussion and Analysis of Financial Condition and Results of Operations	33 26

Item 3.	Quantitative and Qualitative Disclosures about Market Risk	54 47

Item 4.	Controls and Procedures	54 47

PART II - OTHER INFORMATION

Item 1.	Legal Proceedings	55 48

Item 1A.	Risk Factors	55 48

Item 2.	Unregistered Sales of Equity Securities and Use of Proceeds	55 49

Item 3.	Defaults Upon Senior Securities	55 49

Item 4.	Mine Safety Disclosures	56 49

Item 5.	Other Information	56 49

Item 6.	Exhibits	56 50

SIGNATURES		58

		51

PART I - FINANCIAL INFORMATION

Item 1. Financial Statements

REGENCY CENTERS CORPORATION

Consolidated Balance Sheets

March 31, ~~2019~~ 2020andDecember 31, ~~2018~~

2019

(in thousands, except share data)

	2020			2019
Assets	(unaudited)
Real estate assets, at cost	$	11,137,612			11,095,294
Less: accumulated depreciation		1,829,005			1,766,162
Real estate assets, net		9,308,607			9,329,132
Investments in real estate partnerships		489,500			469,522
Properties held for sale		27,889			45,565
Cash, cash equivalents and restricted cash, including $3,595 and $2,542 of restricted cash at March 31, 2020 and December 31, 2019, respectively		736,845			115,562
Tenant and other receivables		148,058			169,337
Deferred leasing costs, less accumulated amortization of $110,158 and $108,381 at March 31, 2020 and December 31, 2019, respectively		77,100			76,798
Acquired lease intangible assets, less accumulated amortization of $268,063 and $259,310 at March 31, 2020 and December 31, 2019, respectively		228,819			242,822
Right of use assets, net		290,993			292,786
Other assets		260,500			390,729
Total assets	$	11,568,311			11,132,253
Liabilities and Equity
Liabilities:
Notes payable	$	3,445,400			3,435,161
Unsecured credit facilities		969,457			484,383
Accounts payable and other liabilities		194,835			213,705
Acquired lease intangible liabilities, less accumulated amortization of $144,682 and $131,676 at March 31, 2020 and December 31, 2019, respectively		413,108			427,260
Lease liabilities		221,703			222,918
Tenants’ security, escrow deposits and prepaid rent		48,573			58,865
Total liabilities		5,293,076			4,842,292
Commitments and contingencies		—			—
Equity:
Stockholders’ equity:
Common stock, $0.01 par value per share, 220,000,000 shares authorized; 169,620,627 and 167,571,218 shares issued at March 31, 2020 and December 31, 2019, respectively		1,696			1,676
Treasury stock at cost, 449,979 and 440,574 shares held at March 31, 2020 and December 31, 2019, respectively		(23,897	)		(23,199	)
Additional paid-in-capital		7,780,336			7,654,930
Accumulated other comprehensive loss		(25,531	)		(11,997	)
Distributions in excess of net income		(1,533,182	)		(1,408,062	)
Total stockholders’ equity		6,199,422			6,213,348
Noncontrolling interests:
Exchangeable operating partnership units, aggregate redemption value of $29,401 and $47,092 at March 31, 2020 and December 31, 2019, respectively		36,744			36,100
Limited partners’ interests in consolidated partnerships		39,069			40,513
Total noncontrolling interests		75,813			76,613
Total equity		6,275,235			6,289,961
Total liabilities and equity	$	11,568,311			11,132,253

2019 2018
Assets (unaudited)
Real estate assets, at cost $ 10,875,058
10,863,162
Less: accumulated depreciation 1,605,681
1,535,444
Real estate investments, net 9,269,377
9,327,718
Investments in real estate partnerships 456,733
463,001
Properties held for sale 15,275
60,516
Cash, cash equivalents and restricted cash (including $3,305 and $2,658 of restricted cash at March 31, 2019 and December 31, 2018, respectively) 42,784
45,190
Tenant and other receivables 160,635
172,359
Deferred leasing costs, less accumulated amortization of $102,141 and $101,093 at March 31, 2019 and December 31, 2018, respectively 82,477
84,983
Acquired lease intangible assets, less accumulated amortization of $225,693 and $219,689 at March 31, 2019 and December 31, 2018, respectively 280,613
387,069
Right of use assets, net 296,859
—
Other assets 412,851
403,827
Total assets $ 11,017,604
10,944,663
Liabilities and Equity
Liabilities:
Notes payable $ 3,009,886
3,006,478
Unsecured credit facilities 673,852
708,734
Accounts payable and other liabilities 183,983
224,807
Acquired lease intangible liabilities, less accumulated amortization of $99,163 and $92,746 at March 31, 2019 and December 31, 2018, respectively 475,065
496,726
Lease liabilities 225,122
—
Tenants’ security, escrow deposits and prepaid rent 46,923
57,750
Total liabilities 4,614,831
4,494,495
Commitments and contingencies —
—
Equity:
Stockholders’ equity:
Common stock, $0.01 par value per share, 220,000,000 shares authorized; 167,517,243 and 167,904,593 shares issued at March 31, 2019 and December 31, 2018, respectively 1,675
1,679
Treasury stock at cost, 410,963 and 390,163 shares held at March 31, 2019 and December 31, 2018, respectively (21,226 ) (19,834 )
Additional paid-in-capital 7,639,353
7,672,517
Accumulated other comprehensive loss (6,096 ) (927 )
Distributions in excess of net income (1,263,011 ) (1,255,465 )
Total stockholders’ equity 6,350,695
6,397,970
Noncontrolling interests:
Exchangeable operating partnership units, aggregate redemption value of $23,615 and $20,532 at March 31, 2019 and December 31, 2018, respectively 10,641
10,666
Limited partners’ interests in consolidated partnerships 41,437
41,532
Total noncontrolling interests 52,078
52,198
Total equity 6,402,773
6,450,168
Total liabilities and equity $ 11,017,604
10,944,663

See accompanying notes to consolidated financial statements.

REGENCY CENTERS CORPORATION

Consolidated Statements of Operations

(in thousands, except per share data)

(unaudited)

	Three months ended March 31,
	2020			2019
Revenues:
Lease income	$	274,537			277,303
Other property income		2,305			1,982
Management, transaction, and other fees		6,816			6,972
Total revenues		283,658			286,257
Operating expenses:
Depreciation and amortization		89,295			97,194
Operating and maintenance		42,369			40,638
General and administrative		13,705			21,300
Real estate taxes		35,887			34,155
Other operating expenses		1,337			1,134
Total operating expenses		182,593			194,421
Other expense (income):
Interest expense, net		37,436			37,752
Goodwill impairment		132,128			—
Provision for impairment of real estate, net of tax		784			1,672
Gain on sale of real estate, net of tax		(38,005	)		(16,490	)
Early extinguishment of debt		—			10,591
Net investment loss (income)		4,923			(2,354	)
Total other expense (income)		137,266			31,171
(Loss) income from operations before equity in income of investments in real estate partnerships		(36,201	)		60,665
Equity in income of investments in real estate partnerships		11,418			30,828
Net (loss) income		(24,783	)		91,493
Noncontrolling interests:
Exchangeable operating partnership units		115			(190	)
Limited partners’ interests in consolidated partnerships		(664	)		(857	)
Income attributable to noncontrolling interests		(549	)		(1,047	)
Net (loss) income attributable to common stockholders	$	(25,332	)		90,446

(Loss) income per common share - basic	$	(0.15	)		0.54
(Loss) income per common share - diluted	$	(0.15	)		0.54

~~(unaudited)~~

Three months ended March 31,
2019 2018
Revenues:
Lease income $ 277,303
267,510
Other property income 1,982
2,025
Management, transaction, and other fees 6,972
7,158
Total revenues 286,257
276,693
Operating expenses:
Depreciation and amortization 97,194
88,525
Operating and maintenance 40,638
42,516
General and administrative 21,300
17,606
Real estate taxes 34,155
30,425
Other operating expenses 1,134
1,632
Total operating expenses 194,421
180,704
Other expense (income):
Interest expense, net 37,752
36,785
Provision for impairment, net of tax 1,672
16,054
Gain on sale of real estate, net of tax (16,490 ) (96 )
Early extinguishment of debt 10,591
162
Net investment income (2,354 ) (32 )
Total other expense (income) 31,171
52,873
Income from operations before equity in income of investments in real estate partnerships 60,665
43,116
Equity in income of investments in real estate partnerships 30,828
10,349
Net income 91,493
53,465
Noncontrolling interests:
Exchangeable operating partnership units (190 ) (111 )
Limited partners’ interests in consolidated partnerships (857 ) (694 )
Income attributable to noncontrolling interests (1,047 ) (805 )
Net income attributable to common stockholders $ 90,446
52,660

Income per common share - basic $ 0.54
0.31
Income per common share - diluted $ 0.54
0.31

See accompanying notes to consolidated financial statements.

REGENCY CENTERS CORPORATION

Consolidated Statements of Comprehensive Income

(in thousands)

(unaudited)

	Three months ended March 31,
	2020			2019
Net (loss) income	$	(24,783	)		91,493
Other comprehensive (loss) income:
Effective portion of change in fair value of derivative instruments:
Effective portion of change in fair value of derivative instruments		(16,079	)		(5,489	)
Reclassification adjustment of derivative instruments included in net (loss) income		1,425			(176	)
Unrealized gain (loss) on available-for-sale debt securities		15			137
Other comprehensive loss		(14,639	)		(5,528	)
Comprehensive (loss) income		(39,422	)		85,965
Less: comprehensive income attributable to noncontrolling interests:
Net income attributable to noncontrolling interests		549			1,047
Other comprehensive loss attributable to noncontrolling interests		(1,105	)		(359	)
Comprehensive (loss) income attributable to noncontrolling interests		(556	)		688
Comprehensive (loss) income attributable to the Company	$	(38,866	)		85,277

~~(unaudited)~~

Three months ended March 31,
2019 2018
Net income $ 91,493
53,465
Other comprehensive (loss) income:
Effective portion of change in fair value of derivative instruments:
Effective portion of change in fair value of derivative instruments (5,489 ) 9,505
Reclassification adjustment of derivative instruments included in net income (176 ) 2,138
Unrealized gain (loss) on available-for-sale debt securities 137
(119 )
Other comprehensive (loss) income (5,528 ) 11,524
Comprehensive income 85,965
64,989
Less: comprehensive income attributable to noncontrolling interests:
Net income attributable to noncontrolling interests 1,047
805
Other comprehensive (loss) income attributable to noncontrolling interests (359 ) 483
Comprehensive income attributable to noncontrolling interests 688
1,288
Comprehensive income attributable to the Company $ 85,277
63,701

See accompanying notes to consolidated financial statements.

REGENCY CENTERS CORPORATION
Consolidated Statements of Equity
For the three months ended March 31, 2019 and 2018
(in thousands, except per share data)
(unaudited)
Noncontrolling Interests

Common
Stock

Treasury
Stock

Additional
Paid In
Capital

Accumulated
Other
Comprehensive Income (Loss)

Distributions
in Excess of
Net Income

Total
Stockholders’
Equity

Exchangeable
Operating
Partnership
Units

Limited
Partners’
Interest in
Consolidated
Partnerships

Total
Noncontrolling
Interests

Total
Equity
Balance at December 31, 2017 $ 1,714
(18,307 ) 7,873,104
(6,289 ) (1,158,170 ) 6,692,052
10,907
30,095
41,002
6,733,054
Adjustment due to change in accounting policy (note 1) —
—
—
12
30,889
30,901
—
2
2
30,903
Adjusted balance at January 1, 2018 1,714
(18,307 ) 7,873,104
(6,277 ) (1,127,281 ) 6,722,953
10,907
30,097
41,004
6,763,957
Net income —
—
—
—
52,660
52,660
111
694
805
53,465
Other comprehensive income (loss) —
—
—
11,041
—
11,041
23
460
483
11,524
Deferred compensation plan, net —
(449 ) 446
—
—
(3 ) —
—
—
(3 )
Restricted stock issued, net of amortization 1
—
4,120
—
—
4,121
—
—
—
4,121
Common stock redeemed for taxes withheld for stock based compensation, net —
—
(6,643 ) —
—
(6,643 ) —
—
—
(6,643 )
Common stock repurchased and retired (21 ) —
(124,968 ) —
—
(124,989 ) —
—
—
(124,989 )
Common stock issued under dividend reinvestment plan —
—
358
—
—
358
—
—
—
358
Common stock issued, net of issuance costs —
—
10
—
—
10
—
—
—
10
Distributions to partners —
—
—
—
—
—
—
(1,018 ) (1,018 ) (1,018 )
Cash dividends declared:
Common stock/unit ($0.555 per share) —
—
—
—
(95,207 ) (95,207 ) (194 ) —
(194 ) (95,401 )
Balance at March 31, 2018 1,694
(18,756 ) 7,746,427
4,764
(1,169,828 ) 6,564,301
10,847
30,233
41,080
6,605,381

Balance at December 31, 2018 1,679
(19,834 ) 7,672,517
(927 ) (1,255,465 ) 6,397,970
10,666
41,532
52,198
6,450,168
Net income —
—
—
—
90,446
90,446
190
857
1,047
91,493
Other comprehensive income —
—
—
(5,169 ) —
(5,169 ) (11 ) (348 ) (359 ) (5,528 )
Deferred compensation plan, net —
(1,392 ) 1,392
—
—
—
—
—
—
—
Restricted stock issued, net of amortization 2
—
3,950
—
—
3,952
—
—
—
3,952
Common stock redeemed for taxes withheld for stock based compensation, net —
—
(6,051 ) —
—
(6,051 ) —
—
—
(6,051 )
Common stock repurchased and retired (6 ) —
(32,772 ) —
—
(32,778 ) —
—
—
(32,778 )
Common stock issued under dividend reinvestment plan —
—
383
—
—
383
—
—
—
383
Contributions from partners —
—
—
—
—
—
—
895
895
895
Distributions to partners —
—
—
—
—
—
—
(1,565 ) (1,565 ) (1,565 )
Reallocation of limited partner's interest —
—
(66 ) —
—
(66 ) —
66
66
—
Cash dividends declared:
Common stock/unit ($0.585 per share) —
—
—
—
(97,992 ) (97,992 ) (204 ) —
(204 ) (98,196 )
Balance at March 31, 2019 1,675
(21,226 ) 7,639,353
(6,096 ) (1,263,011 ) 6,350,695
10,641
41,437
52,078
6,402,773

~~See accompanying notes to consolidated financial statements.~~

REGENCY CENTERS CORPORATION

Consolidated Statements of ~~Cash Flows~~

Equity

For the three months ended March 31, ~~2019~~2020 and ~~2018~~

2019

(in ~~thousands)~~thousands, except per share data)

(unaudited)

																			Noncontrolling Interests
	Common Stock			Treasury Stock			Additional Paid In Capital			Accumulated Other Comprehensive Income (Loss)			Distributions in Excess of Net Income			Total Stockholders’ Equity			Exchangeable Operating Partnership Units			Limited Partners’ Interest in Consolidated Partnerships			Total Noncontrolling Interests			Total Equity
Balance at December 31, 2018	$	1,679			(19,834	)		7,672,517			(927	)		(1,255,465	)		6,397,970			10,666			41,532			52,198			6,450,168
Net income		—			—			—			—			90,446			90,446			190			857			1,047			91,493
Other comprehensive income
Other comprehensive loss before reclassification		—			—			—			(5,017	)		—			(5,017	)		(10	)		(325	)		(335	)		(5,352	)
Amounts reclassified from accumulated other comprehensive loss		—			—			—			(152	)		—			(152	)		(1	)		(23	)		(24	)		(176	)
Deferred compensation plan, net		—			(1,392	)		1,392			—			—			—			—			—			—			—
Restricted stock issued, net of amortization		2			—			3,950			—			—			3,952			—			—			—			3,952
Common stock redeemed for taxes withheld for stock based compensation, net		—			—			(6,051	)		—			—			(6,051	)		—			—			—			(6,051	)
Common stock repurchased and retired		(6	)		—			(32,772	)		—			—			(32,778	)		—			—			—			(32,778	)
Common stock issued under dividend reinvestment plan		—			—			383			—			—			383			—			—			—			383
Contributions from partners		—			—			—			—			—			—			—			895			895			895
Distributions to partners		—			—			—			—			—			—			—			(1,565	)		(1,565	)		(1,565	)
Reallocation of limited partner's interest		—			—			(66	)		—			—			(66	)		—			66			66			—
Cash dividends declared:
Common stock/unit ($0.585 per share)		—			—			—			—			(97,992	)		(97,992	)		(204	)		—			(204	)		(98,196	)
Balance at March 31, 2019	$	1,675			(21,226	)		7,639,353			(6,096	)		(1,263,011	)		6,350,695			10,641			41,437			52,078			6,402,773

Balance at December 31, 2019	$	1,676			(23,199	)		7,654,930			(11,997	)		(1,408,062	)		6,213,348			36,100			40,513			76,613			6,289,961
Net (loss) income		—			—			—			—			(25,332	)		(25,332	)		(115	)		664			549			(24,783	)
Other comprehensive loss
Other comprehensive loss before reclassification		—			—			—			(14,938	)		—			(14,938	)		(67	)		(1,059	)		(1,126	)		(16,064	)
Amounts reclassified from accumulated other comprehensive loss		—			—			—			1,404			—			1,404			6			15			21			1,425
Deferred compensation plan, net		—			(698	)		698			—			—			—			—			—			—			—
Restricted stock issued, net of amortization		1			—			3,763			—			—			3,764			—			—			—			3,764
Common stock redeemed for taxes withheld for stock based compensation, net		—			—			(5,188	)		—			—			(5,188	)		—			—			—			(5,188	)
Common stock issued under dividend reinvestment plan		—			—			379			—			—			379			—			—			—			379
Common stock issued, net of issuance costs		19			—			125,754			—			—			125,773			—			—			—			125,773
Contributions from partners		—			—			—			—			—			—			—			100			100			100
Issuance of exchangeable operating partnership units		—			—			—			—			—			—			1,275			—			1,275			1,275
Distributions to partners		—			—			—			—			—			—			—			(1,164	)		(1,164	)		(1,164	)
Cash dividends declared:
Common stock/unit ($0.595 per share)		—			—			—			—			(99,788	)		(99,788	)		(455	)		—			(455	)		(100,243	)
Balance at March 31, 2020	$	1,696			(23,897	)		7,780,336			(25,531	)		(1,533,182	)		6,199,422			36,744			39,069			75,813			6,275,235

~~(unaudited)~~

2019 2018
Cash flows from operating activities:
Net income $ 91,493
53,465
Adjustments to reconcile net income to net cash provided by operating activities:
Depreciation and amortization 97,194
88,525
Amortization of deferred loan costs and debt premiums 2,921
2,471
(Accretion) and amortization of above and below market lease intangibles, net (13,090 ) (8,181 )
Stock-based compensation, net of capitalization 3,475
3,397
Equity in income of investments in real estate partnerships (30,828 ) (10,349 )
Gain on sale of real estate, net of tax (16,490 ) (96 )
Provision for impairment, net of tax 1,672
16,054
Early extinguishment of debt 10,591
162
Distribution of earnings from operations of investments in real estate partnerships 14,417
13,319
Settlement of derivative instruments (5,719 ) —
Deferred compensation expense 2,314
40
Realized and unrealized gain on investments (2,354 ) (30 )
Changes in assets and liabilities:
Tenant and other receivables 9,050
4,296
Deferred leasing costs (2,491 ) (1,189 )
Other assets (11,212 ) (476 )
Accounts payable and other liabilities (8,908 ) (13,793 )
Tenants’ security, escrow deposits and prepaid rent (10,671 ) 2,253
Net cash provided by operating activities 131,364
149,868
Cash flows from investing activities:
Acquisition of operating real estate (15,722 ) (20,071 )
Advance deposits paid on acquisition of operating real estate (1,250 ) —
Real estate development and capital improvements (39,929 ) (51,968 )
Proceeds from sale of real estate investments 82,533
3,227
Issuance of notes receivable —
(462 )
Investments in real estate partnerships (19,587 ) (39,330 )
Distributions received from investments in real estate partnerships 41,587
2,328
Dividends on investment securities 116
71
Acquisition of investment securities (5,359 ) (7,543 )
Proceeds from sale of investment securities 4,612
6,542
Net cash provided by (used in) investing activities 47,001
(107,206 )
Cash flows from financing activities:
Repurchase of common shares in conjunction with equity award plans (6,148 ) (6,755 )
Common shares repurchased through share repurchase program (32,778 ) (124,989 )
Proceeds from sale of treasury stock 8
99
Distributions to limited partners in consolidated partnerships, net (1,485 ) (1,018 )
Distributions to exchangeable operating partnership unit holders (204 ) (194 )
Dividends paid to common stockholders (97,608 ) (94,849 )
Repayment of fixed rate unsecured notes (250,000 ) —
Proceeds from issuance of fixed rate unsecured notes, net 298,983
299,511
Proceeds from unsecured credit facilities 110,000
185,000
Repayment of unsecured credit facilities (145,000 ) (245,000 )
Proceeds from notes payable —
1,740
Repayment of notes payable (40,315 ) —
Scheduled principal payments (2,235 ) (2,773 )
Payment of loan costs (3,342 ) (9,179 )
Early redemption costs (10,647 ) —
Net cash (used in) provided by financing activities (180,771 ) 1,593
Net (decrease) increase in cash and cash equivalents and restricted cash (2,406 ) 44,255
Cash and cash equivalents and restricted cash at beginning of the period 45,190
49,381
Cash and cash equivalents and restricted cash at end of the period $ 42,784
93,636

Supplemental disclosure of cash flow information:
Cash paid for interest (net of capitalized interest of $1,015 and $2,179 in 2019 and 2018, respectively) $ 42,421
30,467
Cash paid (received) for income taxes, net $ 15
(407 )
Supplemental disclosure of non-cash transactions:
Mortgage loans assumed for the acquisition of real estate $ —
9,700
Change in accrued capital expenditures $ 10,494
—
Common stock issued under dividend reinvestment plan $ 383
358
Stock-based compensation capitalized $ 573
837
Contributions from limited partners in consolidated partnerships, net $ 881
—
Common stock issued for dividend reinvestment in trust $ 238
205
Contribution of stock awards into trust $ 1,328
637
Distribution of stock held in trust $ 167
317
Change in fair value of debt securities available-for-sale $ 174
(128 )

See accompanying notes to consolidated financial statements.

REGENCY CENTERS ~~L.P.~~

~~Consolidated Balance Sheets~~

~~March 31, 2019 and December 31, 2018~~

~~(in thousands, except unit data)~~

2019 2018
Assets (unaudited)
Real estate assets, at cost $ 10,875,058
10,863,162
Less: accumulated depreciation 1,605,681
1,535,444
Real estate investments, net 9,269,377
9,327,718
Investments in real estate partnerships 456,733
463,001
Properties held for sale 15,275
60,516
Cash, cash equivalents and restricted cash (including $3,305 and $2,658 of restricted cash at March 31, 2019 and December 31, 2018, respectively) 42,784
45,190
Tenant and other receivables 160,635
172,359
Deferred leasing costs, less accumulated amortization of $102,141 and $101,093 at March 31, 2019 and December 31, 2018, respectively 82,477
84,983
Acquired lease intangible assets, less accumulated amortization of $225,693 and $219,689 at March 31, 2019 and December 31, 2018, respectively 280,613
387,069
Right of use assets, net 296,859
—
Other assets 412,851
403,827
Total assets $ 11,017,604
10,944,663
Liabilities and Capital
Liabilities:
Notes payable $ 3,009,886
3,006,478
Unsecured credit facilities 673,852
708,734
Accounts payable and other liabilities 183,983
224,807
Acquired lease intangible liabilities, less accumulated amortization of $99,163 and $92,746 at March 31, 2019 and December 31, 2018, respectively 475,065
496,726
Lease liabilities 225,122
—
Tenants’ security, escrow deposits and prepaid rent 46,923
57,750
Total liabilities 4,614,831
4,494,495
Commitments and contingencies —
—
Capital:
Partners’ capital:
General partner; 167,517,243 and 167,904,593 units outstanding at March 31, 2019 and December 31, 2018, respectively 6,356,791
6,398,897
Limited partners; 349,902 units outstanding at March 31, 2019 and December 31, 2018 10,641
10,666
Accumulated other comprehensive (loss) (6,096 ) (927 )
Total partners’ capital 6,361,336
6,408,636
Noncontrolling interest: Limited partners’ interests in consolidated partnerships 41,437
41,532
Total capital 6,402,773
6,450,168
Total liabilities and capital $ 11,017,604
10,944,663

~~See accompanying notes to consolidated financial statements.~~

~~REGENCY CENTERS, L.P.~~

~~Consolidated Statements of Operations~~

~~(in thousands, except per unit data)~~

~~(unaudited)~~

Three months ended March 31,
2019 2018
Revenues:
Lease income $ 277,303
267,510
Other property income 1,982
2,025
Management, transaction, and other fees 6,972
7,158
Total revenues 286,257
276,693
Operating expenses:
Depreciation and amortization 97,194
88,525
Operating and maintenance 40,638
42,516
General and administrative 21,300
17,606
Real estate taxes 34,155
30,425
Other operating expenses 1,134
1,632
Total operating expenses 194,421
180,704
Other expense (income):
Interest expense, net 37,752
36,785
Provision for impairment, net of tax 1,672
16,054
Gain on sale of real estate, net of tax (16,490 ) (96 )
Early extinguishment of debt 10,591
162
Net investment income (2,354 ) (32 )
Total other expense (income) 31,171
52,873
Income from operations before equity in income of investments in real estate partnerships 60,665
43,116
Equity in income of investments in real estate partnerships 30,828
10,349
Net income 91,493
53,465
Limited partners’ interests in consolidated partnerships (857 ) (694 )
Net income attributable to common unit holders $ 90,636
52,771

Income per common unit - basic $ 0.54
0.31
Income per common unit - diluted $ 0.54
0.31

~~See accompanying notes to consolidated financial statements.~~

~~REGENCY CENTERS, L.P.~~

~~Consolidated Statements of Comprehensive Income~~

~~(in thousands)~~

~~(unaudited)~~

Three months ended March 31,
2019 2018
Net income $ 91,493
53,465
Other comprehensive (loss) income:
Effective portion of change in fair value of derivative instruments:
Effective portion of change in fair value of derivative instruments (5,489 ) 9,505
Reclassification adjustment of derivative instruments included in net income (176 ) 2,138
Unrealized gain (loss) on available-for-sale debt securities 137
(119 )
Other comprehensive (loss) income (5,528 ) 11,524
Comprehensive income 85,965
64,989
Less: comprehensive income (loss) attributable to noncontrolling interests:
Net income attributable to noncontrolling interests 857
694
Other comprehensive (loss) income attributable to noncontrolling interests (348 ) 460
Comprehensive income attributable to noncontrolling interests 509
1,154
Comprehensive income attributable to the Partnership $ 85,456
63,835

~~See accompanying notes to consolidated financial statements.~~

REGENCY CENTERS, L.P.
Consolidated Statements of Capital
For the three months ended March 31, 2019 and 2018
(in thousands)
(unaudited)

General Partner
Preferred and
Common Units

Limited
Partners

Accumulated
Other
Comprehensive Income (Loss)

Total
Partners’
Capital

Noncontrolling
Interests in
Limited Partners’
Interest in
Consolidated
Partnerships

Total
Capital
Balance at December 31, 2017 $ 6,698,341
10,907
(6,289 ) 6,702,959
30,095
6,733,054
Adjustment due to change in accounting policy (note 1) 30,889
—
12
30,901
2
30,903
Adjusted balance at January 1, 2018 6,729,230
10,907
(6,277 ) 6,733,860
30,097
6,763,957
Net income 52,660
111
—
52,771
694
53,465
Other comprehensive loss —
23
11,041
11,064
460
11,524
Deferred compensation plan, net (3 ) —
—
(3 ) —
(3 )
Distributions to partners (95,207 ) (194 ) —
(95,401 ) (1,018 ) (96,419 )
Restricted units issued as a result of amortization of restricted stock issued by Parent Company 4,121
—
—
4,121
—
4,121
Common units repurchased and retired as a result of common stock repurchased and retired by Parent Company (124,989 ) —
—
(124,989 ) —
(124,989 )
Common units issued as a result of common stock issued by Parent Company, net of repurchases (6,275 ) —
—
(6,275 ) —
(6,275 )
Balance at March 31, 2018 6,559,537
10,847
4,764
6,575,148
30,233
6,605,381

Balance at December 31, 2018 6,398,897
10,666
(927 ) 6,408,636
41,532
6,450,168
Net income 90,446
190
—
90,636
857
91,493
Other comprehensive income —
(11 ) (5,169 ) (5,180 ) (348 ) (5,528 )
Contributions from partners —
—
—
—
895
895
Distributions to partners (97,992 ) (204 ) —
(98,196 ) (1,565 ) (99,761 )
Reallocation of limited partner's interest (66 ) —
—
(66 ) 66
—
Restricted units issued as a result of restricted stock issued by Parent Company, net of amortization 3,952
—
—
3,952
—
3,952
Common units repurchased and retired as a result of common stock repurchased and retired by Parent Company (32,778 ) —
—
(32,778 ) —
(32,778 )
Common units redeemed as a result of common stock redeemed by Parent Company, net of issuances (5,668 ) —
—
(5,668 ) —
(5,668 )
Balance at March 31, 2019 $ 6,356,791
10,641
(6,096 ) 6,361,336
41,437
6,402,773

~~See accompanying notes to consolidated financial statements.~~

~~REGENCY CENTERS, L.P.~~

CORPORATION

Consolidated Statements of Cash Flows

For the three months ended March 31, ~~2019~~2020 and ~~2018~~

2019

(in thousands)

(unaudited)

	2020			2019
Cash flows from operating activities:
Net (loss) income	$	(24,783	)		91,493
Adjustments to reconcile net (loss) income to net cash provided by operating activities:
Depreciation and amortization		89,295			97,194
Amortization of deferred loan costs and debt premiums		2,619			2,921
(Accretion) and amortization of above and below market lease intangibles, net		(12,460	)		(13,090	)
Stock-based compensation, net of capitalization		3,320			3,475
Equity in income of investments in real estate partnerships		(11,418	)		(30,828	)
Gain on sale of real estate, net of tax		(38,005	)		(16,490	)
Provision for impairment of real estate, net of tax		784			1,672
Provision for impairment of goodwill		132,128			—
Early extinguishment of debt		—			10,591
Distribution of earnings from investments in real estate partnerships		16,440			14,417
Settlement of derivative instruments		—			(5,719	)
Deferred compensation expense		(4,328	)		2,314
Realized and unrealized gain on investments		4,923			(2,354	)
Changes in assets and liabilities:
Tenant and other receivables		18,569			9,050
Deferred leasing costs		(1,352	)		(2,491	)
Other assets		(12,201	)		(11,212	)
Accounts payable and other liabilities		(27,498	)		(8,908	)
Tenants’ security, escrow deposits and prepaid rent		(10,355	)		(10,671	)
Net cash provided by operating activities		125,678			131,364
Cash flows from investing activities:
Acquisition of operating real estate		(16,867	)		(15,722	)
Advance deposits refunded (paid) on acquisition of operating real estate		100			(1,250	)
Real estate development and capital improvements		(56,309	)		(39,929	)
Proceeds from sale of real estate investments		103,522			82,533
Issuance of notes receivable		(167	)		—
Investments in real estate partnerships		(32,972	)		(19,587	)
Return of capital from investments in real estate partnerships		—			41,587
Dividends on investment securities		84			116
Acquisition of investment securities		(4,392	)		(5,359	)
Proceeds from sale of investment securities		4,448			4,612
Net cash (used in) provided by investing activities		(2,553	)		47,001
Cash flows from financing activities:
Net proceeds from common stock issuance		125,773			—
Repurchase of common shares in conjunction with equity award plans		(5,298	)		(6,148	)
Common shares repurchased through share repurchase program		—			(32,778	)
Proceeds from sale of treasury stock		49			8
Distributions to limited partners in consolidated partnerships, net		(1,064	)		(1,485	)
Distributions to exchangeable operating partnership unit holders		(455	)		(204	)
Dividends paid to common stockholders		(99,409	)		(97,608	)
Repayment of fixed rate unsecured notes		—			(250,000	)
Proceeds from issuance of fixed rate unsecured notes, net		—			298,983
Proceeds from unsecured credit facilities		610,000			110,000
Repayment of unsecured credit facilities		(125,000	)		(145,000	)
Repayment of notes payable		(3,891	)		(40,315	)
Scheduled principal payments		(2,547	)		(2,235	)
Payment of loan costs		—			(3,342	)
Early redemption costs		—			(10,647	)
Net cash provided by (used in) financing activities		498,158			(180,771	)
Net increase (decrease) in cash and cash equivalents and restricted cash		621,283			(2,406	)
Cash and cash equivalents and restricted cash at beginning of the period		115,562			45,190
Cash and cash equivalents and restricted cash at end of the period	$	736,845			42,784

~~(unaudited)~~

2019 2018
Cash flows from operating activities:
Net income $ 91,493
53,465
Adjustments to reconcile net income to net cash provided by operating activities:
Depreciation and amortization 97,194
88,525
Amortization of deferred loan costs and debt premiums 2,921
2,471
(Accretion) and amortization of above and below market lease intangibles, net (13,090 ) (8,181 )
Stock-based compensation, net of capitalization 3,475
3,397
Equity in income of investments in real estate partnerships (30,828 ) (10,349 )
Gain on sale of real estate, net of tax (16,490 ) (96 )
Provision for impairment, net of tax 1,672
16,054
Early extinguishment of debt 10,591
162
Distribution of earnings from operations of investments in real estate partnerships 14,417
13,319
Settlement of derivative instruments (5,719 ) —
Deferred compensation expense 2,314
40
Realized and unrealized gain on investments (2,354 ) (30 )
Changes in assets and liabilities:
Tenant and other receivables 9,050
4,296
Deferred leasing costs (2,491 ) (1,189 )
Other assets (11,212 ) (476 )
Accounts payable and other liabilities (8,908 ) (13,793 )
Tenants’ security, escrow deposits and prepaid rent (10,671 ) 2,253
Net cash provided by operating activities 131,364
149,868
Cash flows from investing activities:
Acquisition of operating real estate (15,722 ) (20,071 )
Advance deposits paid on acquisition of operating real estate (1,250 ) —
Real estate development and capital improvements (39,929 ) (51,968 )
Proceeds from sale of real estate investments 82,533
3,227
Issuance of notes receivable —
(462 )
Investments in real estate partnerships (19,587 ) (39,330 )
Distributions received from investments in real estate partnerships 41,587
2,328
Dividends on investment securities 116
71
Acquisition of investment securities (5,359 ) (7,543 )
Proceeds from sale of investment securities 4,612
6,542
Net cash provided by (used in) investing activities 47,001
(107,206 )
Cash flows from financing activities:
Repurchase of common shares in conjunction with equity award plans (6,148 ) (6,755 )
Common units repurchased through share repurchase program (32,778 ) (124,989 )
Proceeds from sale of treasury stock 8
99
Distributions to limited partners in consolidated partnerships, net (1,485 ) (1,018 )
Distributions to partners (97,812 ) (95,043 )
Repayment of fixed rate unsecured notes (250,000 ) —
Proceeds from issuance of fixed rate unsecured notes, net 298,983
299,511
Proceeds from unsecured credit facilities 110,000
185,000
Repayment of unsecured credit facilities (145,000 ) (245,000 )
Proceeds from notes payable —
1,740
Repayment of notes payable (40,315 ) —
Scheduled principal payments (2,235 ) (2,773 )
Payment of loan costs (3,342 ) (9,179 )
Early redemption costs (10,647 ) —
Net cash (used in) provided by financing activities (180,771 ) 1,593
Net (decrease) increase in cash and cash equivalents and restricted cash (2,406 ) 44,255
Cash and cash equivalents and restricted cash at beginning of the period 45,190
49,381
Cash and cash equivalents and restricted cash at end of the period $ 42,784
93,636

See accompanying notes to consolidated financial statements.

REGENCY CENTERS ~~L.P.~~

CORPORATION

Consolidated Statements of Cash Flows

For the three months ended March 31, ~~2019,~~2020 and ~~2018~~

2019

(in thousands)

(unaudited)

	2020		2019
Supplemental disclosure of cash flow information:
Cash paid for interest (net of capitalized interest of $1,175 and $1,015 in 2020 and 2019, respectively)	$	47,912		42,421
Cash paid for income taxes, net of refunds	$	317		15
Supplemental disclosure of non-cash transactions:
Acquisition of real estate previously held within Investments in real estate partnerships	$	5,986		—
Mortgage loan assumed with the acquisition of real estate	$	16,359		—
Exchangeable operating partnership units issued for acquisition of real estate	$	1,275		—
Change in accrued capital expenditures	$	4,942		10,494
Common stock issued under dividend reinvestment plan	$	379		383
Stock-based compensation capitalized	$	554		573
Contributions from limited partners in consolidated partnerships, net	$	—		881
Common stock issued for dividend reinvestment in trust	$	265		238
Contribution of stock awards into trust	$	862		1,328
Distribution of stock held in trust	$	390		167
Change in fair value of securities	$	577		174

~~(unaudited)~~

2019 2018
Supplemental disclosure of cash flow information:
Cash paid for interest (net of capitalized interest of $1,015 and $2,179 in 2019 and 2018, respectively) $ 42,421
30,467
Cash paid (received) for income taxes, net $ 15
(407 )
Supplemental disclosure of non-cash transactions:
Mortgage loans assumed for the acquisition of real estate $ —
9,700
Change in accrued capital expenditures $ 10,494
—
Common stock issued by Parent Company for dividend reinvestment plan $ 383
358
Stock-based compensation capitalized $ 573
837
Contributions from limited partners in consolidated partnerships, net $ 881
—
Common stock issued for dividend reinvestment in trust $ 238
205
Contribution of stock awards into trust $ 1,328
637
Distribution of stock held in trust $ 167
317
Change in fair value of debt securities available-for-sale $ 174
(128 )

See accompanying notes to consolidated financial statements.

REGENCY CENTERS, L.P.

Consolidated Balance Sheets

March 31, 2020andDecember 31, 2019

(in thousands, except unit data)

	2020			2019
Assets	(unaudited)
Real estate assets, at cost	$	11,137,612			11,095,294
Less: accumulated depreciation		1,829,005			1,766,162
Real estate assets, net		9,308,607			9,329,132
Investments in real estate partnerships		489,500			469,522
Properties held for sale		27,889			45,565
Cash, cash equivalents and restricted cash, including $3,595 and $2,542 of restricted cash at March 31, 2020 and December 31, 2019, respectively		736,845			115,562
Tenant and other receivables		148,058			169,337
Deferred leasing costs, less accumulated amortization of $110,158 and $108,381 at March 31, 2020 and December 31, 2019, respectively		77,100			76,798
Acquired lease intangible assets, less accumulated amortization of $268,063 and $259,310 at March 31, 2020 and December 31, 2019, respectively		228,819			242,822
Right of use assets, net		290,993			292,786
Other assets		260,500			390,729
Total assets	$	11,568,311			11,132,253
Liabilities and Capital
Liabilities:
Notes payable	$	3,445,400			3,435,161
Unsecured credit facilities		969,457			484,383
Accounts payable and other liabilities		194,835			213,705
Acquired lease intangible liabilities, less accumulated amortization of $144,682 and $131,676 at March 31, 2020 and December 31, 2019, respectively		413,108			427,260
Lease liabilities		221,703			222,918
Tenants’ security, escrow deposits and prepaid rent		48,573			58,865
Total liabilities		5,293,076			4,842,292
Commitments and contingencies		—			—
Capital:
Partners’ capital:
General partner; 169,620,627 and 167,571,218 units outstanding at March 31, 2020 and December 31, 2019, respectively		6,224,953			6,225,345
Limited partners; 765,046 and 746,433 units outstanding at March 31, 2020 and December 31, 2019		36,744			36,100
Accumulated other comprehensive (loss)		(25,531	)		(11,997	)
Total partners’ capital		6,236,166			6,249,448
Noncontrolling interest: Limited partners’ interests in consolidated partnerships		39,069			40,513
Total capital		6,275,235			6,289,961
Total liabilities and capital	$	11,568,311			11,132,253

See accompanying notes to consolidated financial statements.

REGENCY CENTERS, L.P.

Consolidated Statements of Operations

(in thousands, except per unit data)

(unaudited)

	Three months ended March 31,
	2020			2019
Revenues:
Lease income	$	274,537			277,303
Other property income		2,305			1,982
Management, transaction, and other fees		6,816			6,972
Total revenues		283,658			286,257
Operating expenses:
Depreciation and amortization		89,295			97,194
Operating and maintenance		42,369			40,638
General and administrative		13,705			21,300
Real estate taxes		35,887			34,155
Other operating expenses		1,337			1,134
Total operating expenses		182,593			194,421
Other expense (income):
Interest expense, net		37,436			37,752
Goodwill impairment		132,128			—
Provision for impairment of real estate, net of tax		784			1,672
Gain on sale of real estate, net of tax		(38,005	)		(16,490	)
Early extinguishment of debt		—			10,591
Net investment loss (income)		4,923			(2,354	)
Total other expense (income)		137,266			31,171
(Loss) income from operations before equity in income of investments in real estate partnerships		(36,201	)		60,665
Equity in income of investments in real estate partnerships		11,418			30,828
Net (loss) income		(24,783	)		91,493
Limited partners’ interests in consolidated partnerships		(664	)		(857	)
Net (loss) income attributable to common unit holders	$	(25,447	)		90,636

(Loss) income per common unit - basic	$	(0.15	)		0.54
(Loss) income per common unit - diluted	$	(0.15	)		0.54

See accompanying notes to consolidated financial statements.

REGENCY CENTERS, L.P.

Consolidated Statements of Comprehensive Income

(in thousands)

(unaudited)

	Three months ended March 31,
	2020			2019
Net (loss) income	$	(24,783	)		91,493
Other comprehensive (loss) income:
Effective portion of change in fair value of derivative instruments:
Effective portion of change in fair value of derivative instruments		(16,079	)		(5,489	)
Reclassification adjustment of derivative instruments included in net (loss) income		1,425			(176	)
Unrealized gain (loss) on available-for-sale debt securities		15			137
Other comprehensive loss		(14,639	)		(5,528	)
Comprehensive (loss) income		(39,422	)		85,965
Less: comprehensive income attributable to noncontrolling interests:
Net income attributable to noncontrolling interests		664			857
Other comprehensive loss attributable to noncontrolling interests		(1,044	)		(348	)
Comprehensive (loss) income attributable to noncontrolling interests		(380	)		509
Comprehensive (loss) income attributable to the Partnership	$	(39,042	)		85,456

See accompanying notes to consolidated financial statements.

REGENCY CENTERS, L.P.

Consolidated Statements of Capital

For the three months ended March 31, 2020 and 2019

(in thousands)

(unaudited)

	General Partner Preferred and Common Units			Limited Partners			Accumulated Other Comprehensive Income (Loss)			Total Partners’ Capital			Noncontrolling Interests in Limited Partners’ Interest in Consolidated Partnerships			Total Capital
Balance at December 31, 2018	$	6,398,897			10,666			(927	)		6,408,636			41,532			6,450,168
Net income		90,446			190			—			90,636			857			91,493
Other comprehensive income
Other comprehensive loss before reclassification		—			(10	)		(5,017	)		(5,027	)		(325	)		(5,352	)
Amounts reclassified from accumulated other comprehensive loss		—			(1	)		(152	)		(153	)		(23	)		(176	)
Deferred compensation plan, net		—			—			—			—			895			895
Distributions to partners		(97,992	)		(204	)		—			(98,196	)		(1,565	)		(99,761	)
Reallocation of limited partner's interest		(66	)		—			—			(66	)		66			—
Restricted units issued as a result of amortization of restricted stock issued by Parent Company		3,952			—			—			3,952			—			3,952
Common units repurchased and retired as a result of common stock repurchased and retired by Parent Company		(32,778	)		—			—			(32,778	)		—			(32,778	)
Common units issued as a result of common stock issued by Parent Company, net of repurchases		(5,668	)		—			—			(5,668	)		—			(5,668	)
Balance at March 31, 2019	$	6,356,791			10,641			(6,096	)		6,361,336			41,437			6,402,773

Balance at December 31, 2019	$	6,225,345			36,100			(11,997	)		6,249,448			40,513			6,289,961
Net (loss) income		(25,332	)		(115	)		—			(25,447	)		664			(24,783	)
Other comprehensive loss
Other comprehensive loss before reclassification		—			(67	)		(14,938	)		(15,005	)		(1,059	)		(16,064	)
Amounts reclassified from accumulated other comprehensive loss		—			6			1,404			1,410			15			1,425
Contributions from partners		—			—			—			—			100			100
Issuance of exchangeable operating partnership units		—			1,275			—			1,275			—			1,275
Distributions to partners		(99,788	)		(455	)		—			(100,243	)		(1,164	)		(101,407	)
Restricted units issued as a result of restricted stock issued by Parent Company, net of amortization		3,764			—			—			3,764			—			3,764
Common units issued as a result of common stock issued by Parent Company, net of issuance costs		125,773			—			—			125,773			—			125,773
Common units redeemed as a result of common stock redeemed by Parent Company, net of issuances		(4,809	)		—			—			(4,809	)		—			(4,809	)
Balance at March 31, 2020	$	6,224,953			36,744			(25,531	)		6,236,166			39,069			6,275,235

See accompanying notes to consolidated financial statements.

REGENCY CENTERS, L.P.

Consolidated Statements of Cash Flows

For thethree months endedMarch 31, 2020and2019

(in thousands)

(unaudited)

	2020			2019
Cash flows from operating activities:
Net (loss) income	$	(24,783	)		91,493
Adjustments to reconcile net (loss) income to net cash provided by operating activities:
Depreciation and amortization		89,295			97,194
Amortization of deferred loan costs and debt premiums		2,619			2,921
(Accretion) and amortization of above and below market lease intangibles, net		(12,460	)		(13,090	)
Stock-based compensation, net of capitalization		3,320			3,475
Equity in income of investments in real estate partnerships		(11,418	)		(30,828	)
Gain on sale of real estate, net of tax		(38,005	)		(16,490	)
Provision for impairment of real estate, net of tax		784			1,672
Provision for impairment of goodwill		132,128			—
Early extinguishment of debt		—			10,591
Distribution of earnings from investments in real estate partnerships		16,440			14,417
Settlement of derivative instruments		—			(5,719	)
Deferred compensation expense		(4,328	)		2,314
Realized and unrealized gain on investments		4,923			(2,354	)
Changes in assets and liabilities:
Tenant and other receivables		18,569			9,050
Deferred leasing costs		(1,352	)		(2,491	)
Other assets		(12,201	)		(11,212	)
Accounts payable and other liabilities		(27,498	)		(8,908	)
Tenants’ security, escrow deposits and prepaid rent		(10,355	)		(10,671	)
Net cash provided by operating activities		125,678			131,364
Cash flows from investing activities:
Acquisition of operating real estate		(16,867	)		(15,722	)
Advance deposits refunded (paid) on acquisition of operating real estate		100			(1,250	)
Real estate development and capital improvements		(56,309	)		(39,929	)
Proceeds from sale of real estate investments		103,522			82,533
Issuance of notes receivable		(167	)		—
Investments in real estate partnerships		(32,972	)		(19,587	)
Return of capital from investments in real estate partnerships		—			41,587
Dividends on investment securities		84			116
Acquisition of investment securities		(4,392	)		(5,359	)
Proceeds from sale of investment securities		4,448			4,612
Net cash (used in) provided by investing activities		(2,553	)		47,001
Cash flows from financing activities:
Net proceeds from common stock issuance		125,773			—
Repurchase of common shares in conjunction with equity award plans		(5,298	)		(6,148	)
Common units repurchased through share repurchase program		—			(32,778	)
Proceeds from sale of treasury stock		49			8
Distributions to limited partners in consolidated partnerships, net		(1,064	)		(1,485	)
Distributions to partners		(99,864	)		(97,812	)
Repayment of fixed rate unsecured notes		—	��		(250,000	)
Proceeds from issuance of fixed rate unsecured notes, net		—			298,983
Proceeds from unsecured credit facilities		610,000			110,000
Repayment of unsecured credit facilities		(125,000	)		(145,000	)
Repayment of notes payable		(3,891	)		(40,315	)
Scheduled principal payments		(2,547	)		(2,235	)
Payment of loan costs		—			(3,342	)
Early redemption costs		—			(10,647	)
Net cash provided by (used in) financing activities		498,158			(180,771	)
Net increase (decrease) in cash and cash equivalents and restricted cash		621,283			(2,406	)
Cash and cash equivalents and restricted cash at beginning of the period		115,562			45,190
Cash and cash equivalents and restricted cash at end of the period	$	736,845			42,784

See accompanying notes to consolidated financial statements.

REGENCY CENTERS, L.P.

Consolidated Statements of Cash Flows

For thethree months endedMarch 31, 2020and2019

(in thousands)

(unaudited)

	2020		2019
Supplemental disclosure of cash flow information:
Cash paid for interest (net of capitalized interest of $1,175 and $1,015 in 2020 and 2019, respectively)	$	47,912		42,421
Cash paid for income taxes, net of refunds	$	317		15
Supplemental disclosure of non-cash transactions:
Acquisition of real estate previously held within Investments in real estate partnerships	$	5,986		—
Mortgage loan assumed with the acquisition of real estate	$	16,359		—
Exchangeable operating partnership units issued for acquisition of real estate	$	1,275		—
Change in accrued capital expenditures	$	4,942		10,494
Common stock issued by Parent Company for dividend reinvestment plan	$	379		383
Stock-based compensation capitalized	$	554		573
Contributions from limited partners in consolidated partnerships, net	$	—		881
Common stock issued for dividend reinvestment in trust	$	265		238
Contribution of stock awards into trust	$	862		1,328
Distribution of stock held in trust	$	390		167
Change in fair value of securities	$	577		174

See accompanying notes to consolidated financial statements.

REGENCY CENTERS CORPORATION AND REGENCY CENTERS, L.P.

Notes to Unaudited Consolidated Financial Statements

March 31, ~~2019~~

2020

1.
1.	Organization and Significant Accounting Policies

General

Regency Centers Corporation (the “Parent Company”) began its operations as a Real Estate Investment Trust (“REIT”) in 1993 and is the general partner of Regency Centers, L.P. (the “Operating Partnership”). The Parent Company primarily engages in the ownership, management, leasing, acquisition, and development and redevelopment of shopping centers through the Operating Partnership, and has no other assets other than through its investment in the Operating Partnership, and its only liabilities are $500 million of unsecured public and private placement notes, which are co-issued and guaranteed by the Operating Partnership. The Parent Company guarantees all of the unsecured debt of the Operating Partnership.

As of March 31, ~~2019,~~2020, the Parent Company, the Operating Partnership, and their controlled subsidiaries on a consolidated basis owned ~~302~~301 properties and held partial interests in an additional ~~117~~115 properties through unconsolidated ~~investments~~Investments in real estate partnerships (also referred to as ~~"joint ventures"~~“joint ventures” or ~~"investment partnerships"~~“investment partnerships”).

COVID-19 Pandemic

On March 11, 2020, the novel coronavirus disease (“COVID-19”) was declared a pandemic (“COVID-19 pandemic”) by the World Health Organization as the disease spread throughout the world. During March 2020, COVID-19 began to appear in and spread throughout the United States and active measures to prevent the spread of the virus were initiated, focused on social distancing practices. The virus continued to spread among more populated cities and communities resulting in federal, state and local government agencies issuing regulatory orders enforcing social distancing and limiting group gatherings in order to further prevent the spread. While laws vary by state, generally, businesses deemed essential to the public are able to operate while non-essential businesses are not. Grocer tenants that anchor over 80% of our operating centers are considered essential businesses and the majority have remained open and operational to serve the residents of their communities. Many restaurants are also considered essential, although the social distancing and group gathering limitations generally prevent in-store or dine-in activity, forcing some of these retailers to evaluate alternate means of providing essential goods and services to the public or, like nonessential tenants, to close during this pandemic. The duration and severity of this pandemic are still uncertain and continue to evolve.

The consolidated financial statements reflect all adjustments which are, in the opinion of management, necessary to fairly state the results for the interim periods presented. These adjustments are considered to be of a normal recurring ~~nature.~~

nature, except for the goodwill impairment, discussed in Note 4, resulting from the market and economic impacts of the COVID-19 pandemic.

Consolidation

The Company consolidates properties that are wholly-owned and properties where it owns less than 100%, but which it has control over the activities most important to the overall success of the partnership. Control is determined using an evaluation based on accounting standards related to the consolidation of Variable Interest Entities ("VIEs") and voting interest entities.

Ownership of the Operating Partnership

The Operating Partnership’s capital includes general and limited common Partnership Units. As of March 31, ~~2019,~~2020, the Parent Company owned approximately ~~99.8%~~99.6% of the outstanding common Partnership Units of the Operating Partnership, with the remaining limited common Partnership Units held by third parties (“Exchangeable operating partnership units” or “EOP units”). ~~The~~Each EOP ~~units are~~unit is exchangeable for cash or one share of common stock of the Parent Company, at the discretion of the Parent Company, and the unit holder cannot require redemption in cash or other assets. The Parent Company has evaluated the conditions as specified under Accounting Standards Codification (“ASC”) Topic 480, Distinguishing Liabilities from Equity as it relates to exchangeable operating partnership units outstanding and concluded that it has the right to satisfy the redemption requirements of the units by delivering unregistered common stock. Accordingly, the Parent Company classifies EOP units as permanent equity in the accompanying Consolidated Balance Sheets and Consolidated Statements of Equity and Comprehensive Income. The Parent Company serves as general partner of the Operating Partnership. The EOP unit holders have limited rights over the Operating Partnership such that they do not have the power to direct the activities of the Operating Partnership. As such, the Operating Partnership is considered a VIE, and the Parent Company, which consolidates it, is the primary beneficiary. The Parent Company’s only investment is the Operating Partnership. Net income and distributions of the Operating Partnership are allocable to the general and limited common Partnership Units in accordance with their ownership percentages.

REGENCY CENTERS CORPORATION AND REGENCY CENTERS, L.P.

Notes to Unaudited Consolidated Financial Statements

March 31, 2020

Real Estate Partnerships

As of March 31, ~~2019,~~2020, Regency had a partial ownership interest in ~~129~~126 properties through partnerships, of which 1211 are consolidated. Regency's partners include institutional investors and other real estate developers and/or operators ~~and individual parties who had a role in Regency sourcing transactions for development and investment~~ (the ~~"Partners"~~“Partners” or ~~"limited partners"~~“limited partners”). Regency has a variable interest in these entities through its equity interests, with Regency the primary beneficiary in certain of these real estate partnerships. As such, Regency consolidates the partnerships for which it is the primary beneficiary and reports the limited partners’ interests as ~~noncontrolling~~Noncontrolling interests. For those partnerships which Regency is not the primary beneficiary and does not control, but has significant influence, Regency recognizes its investment in them using the equity method of accounting.

The assets of these partnerships are restricted to the use of the partnerships and cannot be used by general creditors of the Company. And similarly, the obligations of the partnerships can only be settled by the assets of these ~~partnerships.~~

~~REGENCY CENTERS CORPORATION AND REGENCY CENTERS, L.P.~~

~~Notes to Unaudited Consolidated Financial Statements~~

~~March 31, 2019~~

partnerships or additional contributions by the partners.

The major classes of assets, liabilities, and non-controlling equity interests held by the Company's consolidated VIEs, exclusive of the Operating Partnership, ~~as a whole,~~ are as follows:

(in thousands)	March 31, 2020		December 31, 2019
Assets
Net real estate investments⁽¹⁾	$	136,017		325,464
Cash, cash equivalents and restricted cash⁽¹⁾		4,055		57,269
Liabilities
Notes payable		15,557		17,740
Equity
Limited partners’ interests in consolidated partnerships		30,436		30,655

⁽¹⁾

Included in the December 31, 2019 balances were real estate assets and cash held in Section 1031 like-kind exchanges, of which none remained at March 31, 2020.

(in thousands) March 31, 2019 December 31, 2018
Assets
Net real estate investments $ 128,175
112,085
Cash, cash equivalents and restricted cash 22,274
7,309
Liabilities
Notes payable 17,640
18,432
Equity
Limited partners’ interests in consolidated partnerships 31,146
30,280

~~Leases~~

~~Lease Income and Tenant Receivables~~

The Company leases space to tenants under agreements with varying terms that generally provide for fixed payments of base rent, with designated increases over the term of the lease. Some of the lease agreements contain provisions that provide for additional rents based on tenants' sales volume ("percentage rent"). Percentage rents are recognized when the tenants achieve the specified targets as defined in their lease agreements. Additionally, most all lease agreements contain provisions for reimbursement of the tenants' share of actual real estate taxes, insurance and common area maintenance (“CAM”) costs (collectively "Recoverable Costs") incurred.

Lease terms generally range from three to seven years for tenant space under 10,000 square feet (“Shop Space”) and in excess of five years for spaces greater than 10,000 square feet (“Anchor Tenants”). Many leases also provide the option for the tenants to extend their lease beyond the initial term of the lease. If the tenants do not exercise renewal options and the leases mature, the tenants must relinquish their space so it can be leased to a new tenant, which generally involves some level of cost to prepare the space for re-leasing. These costs are capitalized and depreciated over the shorter of the life of the subsequent lease or the life of the improvement.

~~On January 1, 2019, the Company adopted the new accounting guidance in Accounting Standards Codification (“ASC”) Topic 842,~~ ~~Leases,~~ including all related Accounting Standard Updates (“ASU”). The Company elected to use the alternative modified retrospective transition method provided in ASU 2018-11 (the "effective date method"). Under this method, the effective date of January 1, 2019 is the date of initial application. In connection with the adoption of Topic 842, the Company elected a package of practical expedients, transition options, and accounting policy elections as follows:

Package of practical expedients - applied to all leases, allowing the Company not to reassess (i) whether expired or existing contracts contain leases under the new definition of a lease, (ii) lease classification for expired or existing leases, and (iii) whether previously capitalized initial direct costs would qualify for capitalization under Topic 842;

For land easements, the Company elected not to assess at transition whether any expired or existing land easements are, or contain, leases if they were not previously accounted for as leases under the previous lease accounting standard ("Topic 840");

Lessor separation and allocation practical expedient - Regency elected, as lessor, to aggregate non-lease components with the related lease component if certain conditions are met, and account for the combined component based on its predominant characteristic, which generally results in combining lease and non-lease components of its tenant lease contracts to a single line shown as Lease income in the accompanying Consolidated Statements of Operations; and

~~The Company made an accounting policy election to continue to exclude, from contract consideration, sales tax (and similar taxes) collected from lessees.~~

The Company's existing leases were not re-evaluated and continue to be classified as operating leases, as per the practical expedient package elected above. New and modified leases will now require evaluation of

~~REGENCY CENTERS CORPORATION AND REGENCY CENTERS, L.P.~~

~~Notes to Unaudited Consolidated Financial Statements~~

~~March 31, 2019~~

specific classification criteria, which, based on the customary terms of the Company's leases, should continue to be classified as operating leases. However, certain longer-term leases (both lessee and lessor leases) may be classified as direct financing or sales type leases, which may result in selling profit and an accelerated pattern of earnings recognition.

~~CAM is a non-lease component of the lease contract under Topic 842, and therefore would be accounted for under Topic 606,~~ ~~Revenue from Contracts with Customers~~, and presented separate from Lease income in the Statements of Operations, based on an allocation of the overall contract price, which is not necessarily the amount that would be billable to the tenants for CAM reimbursements per the terms of the lease contract. As the timing and pattern of providing the CAM service to the tenant is the same as the timing and pattern of the tenants' use of the underlying lease asset, the Company elected, as part of the package of practical expedients, to combine CAM with the remaining lease components, along with tenants' reimbursement of real estate taxes and insurance, and recognize them together as Lease income in the accompanying Statements of Operations.

Lease income for operating leases with fixed payment terms is recognized on a straight-line basis over the expected term of the lease for all leases for which collectibility is considered probable at the commencement date. At lease commencement, the Company expects that collectibility is probable for all of its leases due to the Company’s credit checks on tenants and other creditworthiness analysis undertaken before entering into a new lease; therefore, income from all operating leases is initially recognized on a straight-line basis. Lease income each period is reduced by amounts considered uncollectible on a lease-by-lease basis, with any changes in collectibility assessments recognized as a current period adjustment to Lease income. For operating leases in which collectibility of Lease income is not considered probable, Lease income is recognized on a cash basis and all previously recognized uncollectible Lease income is reversed in the period in which the Lease income is determined not to be probable of collection.

Topic 842 also changes the treatment of leasing costs, such that non-contingent internal leasing and legal costs associated with leasing activities can no longer be capitalized. The Company, as a lessor, may only defer as initial direct costs the incremental costs of a tenant operating lease that would not have been incurred if the lease had not been obtained. These costs generally include third party broker payments, which are capitalized to Deferred leasing costs in the accompanying Consolidated Balance Sheets and amortized over the expected term of the lease to Depreciation and amortization expense in the accompanying Consolidated Statements of Operations.

~~Lease Obligations~~

The Company has 22 properties within its consolidated real estate portfolio that are either partially or completely on land subject to ground leases with third parties, which are all classified as operating leases. Accordingly, the Company owns only a long-term leasehold or similar interest in these properties. The building and improvements constructed on the leased land are capitalized as Real estate assets in the accompanying Consolidated Balance Sheets and depreciated over the shorter of the useful life of the improvements or the lease term. These ground leases expire through the year 2101, and in most cases, provide for renewal options.

In addition, the Company has non-cancelable operating leases pertaining to office space from which it conducts its business. Office leases expire through the year 2029, and in most cases, provide for renewal options. Leasehold improvements are capitalized as tenant improvements, included in Other assets in the Consolidated Balance Sheets, and depreciated over the shorter of the useful life of the improvements or the lease term.

Upon the adoption of Topic 842 the Company has recognized Lease liabilities on its Consolidated Balance Sheets for its ground and office leases of $225.4 million at January 1, 2019, and corresponding Right of use assets of $297.8 million, net of or including the opening balance for straight line rent and above / below market ground lease intangibles related to these same ground and office leases. A key input in estimating the Lease liabilities and resulting Right of use assets is establishing the discount rate in the lease, which requires additional inputs for the longer-term ground leases, including interest rates that correspond with the remaining term of the lease, the Company's credit spread, and a securitization adjustment necessary to reflect the collateralized payment terms present in the lease. See Note 7, Leases, for additional disclosures.

The ground and office lease expenses continue to be recognized on a straight line basis over the term of the leases, including management's estimate of expected option renewal periods. For ground leases, the

~~REGENCY CENTERS CORPORATION AND REGENCY CENTERS, L.P.~~

~~Notes to Unaudited Consolidated Financial Statements~~

~~March 31, 2019~~

~~Company generally assumes it will exercise options through the latest option date of that shopping center's anchor tenant lease.~~

Revenues and Other Receivables

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

		Three months ended March 31,
(in thousands)	Timing of satisfaction of performance obligations	2020		2019
Other property income	Point in time	$	2,305		1,982
Management, transaction and other fees
Property management services	Over time		3,879		3,764
Asset management services	Over time		1,838		1,777
Leasing services	Point in time		710		758
Other transaction fees	Point in time		389		673
Total management, transaction, and other fees		$	6,816		6,972

Three months ended March 31,
(in thousands) Timing of satisfaction of performance obligations 2019 2018
Other property income Point in time $ 1,982
2,025
Management, transaction and other fees
Property management services Over time $ 3,764
3,768
Asset management services Over time 1,777
1,703
Leasing services Point in time 758
685
Other transaction fees Point in time 673
1,002
Total management, transaction, and other fees $ 6,972
7,158

The accounts receivable for ~~the above Other property income and~~ management services, which are included within Tenant and other receivables in the accompanying Consolidated Balance Sheets, are ~~$11.0~~$10.1 million and ~~$12.5~~$11.6 million, as of March 31, ~~2019~~2020 and December 31, ~~2018,~~2019, respectively.

~~Reclassifications~~

Certain prior year amounts have been reclassified to conform to current year presentation, including amounts in Cash, cash equivalents, and restricted cash in the accompanying Consolidated Balance Sheets, and in Lease income and Other property income in the accompanying Consolidated Statements of Operations.

REGENCY CENTERS CORPORATION AND REGENCY CENTERS, L.P.

Notes to Unaudited Consolidated Financial Statements

March 31, ~~2019~~

2020

Recent Accounting Pronouncements

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



Standard	Description	Date of adoption	Effect on the financial statements or other significant matters
Recently adopted:

~~Leases (Topic 842) and related updates:~~ ~~ASU 2016-02, February 2016,~~ ~~Leases (Topic 842)~~ ~~ASU 2018-10, July 2018:~~ ~~Codification Improvements to Topic 842, Leases~~ ~~ASU 2018-11, July 2018, Leases (Topic 842):~~ ~~Targeted Improvements~~ ~~ASU 2018-20, December 2018, Leases (Topic 842): Narrow-Scope Improvements for Lessors~~ ~~ASU 2019-01, March 2019,~~ ~~Leases (Topic 842): Codification Improvements~~	Topic 842 amends the existing accounting standards for lease accounting, including requiring lessees to recognize most leases on their balance sheets. It also makes targeted changes to lessor accounting. The provisions of these ASUs are effective as of January 1, 2019, with early adoption permitted. Topic 842 provides a modified retrospective transition approach for all leases existing at, or entered into after, the date of initial application, with an option to use certain transition relief or an additional transition method, allowing for initial application at the date of adoption and a cumulative-effect adjustment to opening retained earnings. ~~See the updated Leases accounting policy disclosed earlier in Note 1 and the added Leases disclosures in Note 7.~~	~~January 2019~~	The Company has completed its evaluation and adoption of this standard, as discussed earlier in Note 1. The Company utilized the alternative modified retrospective transition method provided in ASU 2018-11 (the "effective date method" Accounting Standards Update (“ASU”)~~, under which the effective date of January 1, 2019 is also the date of initial application.~~ ~~See the updated Leases accounting policy disclosed earlier in Note 1 and the added disclosures in Note 7, Leases.~~ ~~Beyond the policy, presentation and disclosure changes discussed, the following changes had a direct impact to Net Income from the adoption of Topic 842:~~ Capitalization of indirect internal non-contingent leasing costs and legal leasing costs are no longer permitted upon the adoption of this standard, which is resulting in an increase to Total operating expenses in the Consolidated Statements of Operations. ~~Previous capitalization of internal leasing costs was $1.3 million and $6.5 million during the three months ended March 31, 2018 and the year ended December 31, 2018, respectively.~~ Previous capitalization of legal costs was $0.4 million and $1.6 million during the three months ended March 31, 2018 and the year ended December 31, 2018, respectively, including our pro rata share recognized through Equity in income of investments in real estate partnerships.

~~REGENCY CENTERS CORPORATION AND REGENCY CENTERS, L.P.~~

~~Notes to Unaudited Consolidated Financial Statements~~

~~March 31, 2019~~



~~Standard~~	~~Description~~	~~Date of adoption~~	~~Effect on the financial statements or other significant matters~~
~~Not yet adopted:~~

~~ASU~~ 2016-13, June 2016, Financial Instruments—Credit Losses (Topic 326): Measurement of Credit Losses on Financial Instruments	This ASU replaces the incurred loss impairment methodology in current GAAP with a methodology that reflects expected credit losses and requires consideration of a broader range of reasonable and supportable information to inform credit loss estimates. This ASU ~~also~~ applies to how the Company evaluates impairments of any ~~held to maturity~~available-for-sale debt ~~securities.~~ securities and any non-operating lease receivables, including lease receivables arising from leases classified as sales-type or direct finance leases.	January 2020	The Company ~~is currently~~has completed its evaluation and adoption of this standard, which resulted in changes in evaluating impairment of its available-for-sale debt securities. Declines in fair value below amortized cost resulting from credit related factors will be reflected in earnings, within Net investment income in the ~~accounting standard, but does~~accompanying Consolidated Statements of Operations. Changes in value from market related factors continue to be recognized in Other comprehensive income (“OCI”). The Company’s investments in available-for-sale debt securities are invested in investment grade quality holdings or U.S. government backed securities, and are well diversified. During the three months ended March 31, 2020, the Company did not ~~expect~~recognize any allowance for credit loss. Additionally, the ~~adoption~~Company’s non-operating lease receivables experienced no credit losses during the three months ended March 31, 2020, and the Company has no other financial instruments, such as lease receivables arising from sales-type or direct finance leases, subject to ~~have a material impact on its financial position, results of operations, or cash flows.~~this ASU.

ASU 2018-19, November 2018: Codification Improvements to Topic 326, Financial Instruments - Credit Losses	This ASU clarifies that receivables arising from operating leases are not within the scope of Subtopic 326-20. Instead, impairment of receivables arising from operating leases should be accounted for in accordance with Topic 842, ~~Leases.~~Leases.	January 2020	The Company ~~currently does not expect the~~has completed its evaluation and adoption of this ~~ASU to have a material impact on~~standard with no additional changes in its ~~financial statements~~accounting for operating leases and related ~~disclosures.~~ ~~See Topic 842 for disclosure of collectibility policy over lease receivables from operating leases.~~ receivables.

ASU 2018-13, August 2018, Fair Value Measurements (Topic 820): Disclosure Framework - Changes to the Disclosure Requirements for Fair Value Measurement	This ASU modifies the disclosure requirements for fair value measurements within the scope of Topic 820, Fair Value Measurements, including the removal and modification of certain existing disclosures, and the addition of new disclosures.	January 2020	The Company ~~is currently evaluating the impact~~has completed its evaluation and adoption of ~~adopting~~ this new ~~accounting standard, which is expected~~standard. The Company does not have any assets or liabilities measured to ~~only impact~~ fair value ~~measurement disclosures and therefore should have no impact~~using Level 3 measurements at March 31, 2020.

REGENCY CENTERS CORPORATION AND REGENCY CENTERS, L.P.

Notes to Unaudited Consolidated Financial Statements

March 31, 2020


Standard	Description	Date of adoption	Effect on the ~~Company's~~ financial ~~position, results of operations,~~statements or ~~cash flows.~~other significant matters

ASU 2018-15, August 2018, Intangibles - Goodwill and Other - Internal-Use Software (Subtopic 350-40): Customer's Accounting for Implementation Costs Incurred in a Cloud Computing Arrangement That is a Service Contract.	The amendments in this ASU align the requirements for capitalizing implementation costs incurred in a hosting arrangement that is a service contract with the requirements for capitalizing implementation costs incurred to develop or obtain internal-use software (and hosting arrangements that include an internal-use software license). The ASU provides further clarification of the appropriate presentation of capitalized costs, the period over which to recognize the expense, the presentation within the Statements of Operations and Statements of Cash Flows, and ~~the~~ disclosure requirements. ~~Early~~	January 2020	The Company has completed its evaluation and adoption of this standard. Qualifying implementation costs incurred in a cloud computing arrangement that is a service contract are no longer expensed as incurred but rather are deferred within Other assets and amortized to earnings, within General and administrative expense in the ~~standard~~accompanying Consolidated Statements of Operations, over the term of the arrangement. Cash flows attributable to the service arrangements, including implementation thereof, are reflected as Operating cash flows within the Consolidated Statements of Cash Flows.

ASU 2020-04, Reference Rate Reform (Topic 848): Facilitation of the Effects of Reference Rate Reform on Financial Reporting	In March 2020, the Financial Accounting Standards Board (“FASB”) issued ASU 2020-04, Reference Rate Reform (Topic 848). ASU 2020-04 contains practical expedients for reference rate reform related activities that impact debt, leases, derivatives, and other contracts. The guidance in ASU 2020-04 is ~~permitted.~~optional and may be elected over time as reference rate reform activities occur.	March 2020 through December 31, 2022	The Company has elected to apply the hedge accounting expedients related to probability and the assessments of effectiveness for future LIBOR-indexed cash flows to assume that the index upon which future hedged transactions will be based matches the index on the corresponding derivatives. Application of these expedients preserves the presentation of derivatives consistent with past presentation. As additional index changes in the market occur, the Company will evaluate the impact of the guidance and may apply other elections as applicable.

Not yet adopted:

ASU 2019-12, Income Taxes (Topic 740): Simplifying the Accounting for Income Taxes	The amendments in this update simplify the accounting for income taxes by removing certain exceptions to the general principles in Topic 740, Income Taxes, and also improve consistent application of and simplify GAAP for other areas of Topic 740 by clarifying and amending existing guidance. Notable changes of potential impact include income-based franchise taxes and interim period recognition of enacted changes in tax laws or rates.	January ~~2020~~2021	The Company is ~~currently~~ evaluating ~~the accounting standard, but~~this update and does not expect ~~the adoption~~it to have a material impact onto its financial ~~position,~~condition, results of operations, cash flows or ~~cash flows.~~related footnote disclosures.

REGENCY CENTERS CORPORATION AND REGENCY CENTERS, L.P.

Notes to Unaudited Consolidated Financial Statements

March 31, ~~2019~~

2020

2.
2.	Real Estate Investments

The following ~~table details the~~tables detail shopping centers acquired or land acquired for development or ~~leased for development:~~redevelopment:

(in thousands)

Three months ended March 31, 2020

Date Purchased

Property Name

City/State

Property Type

Ownership

Purchase

Price

Debt

Assumed,

Net of

Premiums

Intangible

Assets

Intangible

Liabilities

1/1/20

Country Walk Plaza ⁽¹⁾

Miami, FL

Operating

100%

39,625

16,359

3,294

2,452

⁽¹⁾	The purchase price presented above reflects the purchase price for 100% of the property, of which the Company previously owned a 30% equity interest prior to acquiring the partner’s interest and gaining control.

(in thousands)		Three months ended March 31, 2019
Date Purchased	Property Name	City/State	Property Type	Ownership	Purchase Price		Debt Assumed, Net of Premiums		Intangible Assets		Intangible Liabilities
1/8/19	Pablo Plaza ⁽¹⁾	Jacksonville, FL	Operating	100%	$	600		—		—		—
2/8/19	Melrose Market	Seattle, WA	Operating	100%		15,515		—		941		358
Total property acquisitions					$	16,115		—		941		358

⁽¹⁾

The Company purchased a 0.17 acre land parcel adjacent to the Company's existing operating Pablo Plaza for redevelopment.

3.	Property Dispositions

(in thousands) Three months ended March 31, 2019
Date Purchased Property Name City/State Property Type Ownership Purchase Price Debt Assumed, Net of Premiums Intangible Assets Intangible Liabilities
1/8/19
Pablo Plaza ⁽¹⁾
Jacksonville, FL Operating 100.0% $600 — — —
2/8/19 Melrose Market Seattle, WA Operating 100.0% 15,515 — 941 358
Total property acquisitions $16,115 — 941 358
⁽¹⁾ The Company purchased a .17 acre land parcel adjacent to the Company's existing operating Pablo Plaza for redevelopment.

(in thousands) Three months ended March 31, 2018
Date Purchased Property Name City/State Property Type Ownership Purchase Price Debt Assumed, Net of Premiums Intangible Assets Intangible Liabilities
1/2/18 Ballard in Blocks I Seattle, WA Operating 49.9% $54,500 — 3,668 2,350
1/2/18 Ballard in Blocks II Seattle, WA Development 49.9% 4,000 — — —
1/5/18 Metuchen Metuchen, NJ Operating 20% 33,830 — 3,147 1,905
1/10/18 Hewlett Crossing I & II Hewlett, NY Operating 100% 30,900 9,700 3,114 1,868
Total property acquisitions $123,230 9,700 9,929 6,123

~~3. Property Dispositions~~

~~Dispositions~~

The following table provides a summary of consolidated shopping centers and land parcels ~~disposed of~~sold during the periods set forth below:

	Three months ended March 31,
(in thousands, except number sold data)	2020			2019
Net proceeds from sale of real estate investments ⁽¹⁾	$	103,522			82,533
Gain on sale of real estate, net of tax		38,005			16,490
Provision for impairment of real estate sold		—			1,672
Number of operating properties sold		2			4
Number of land parcels sold		1			2
Percent interest sold		100	%		100	%

⁽¹⁾

Includes proceeds from repayment of a short-term note on the sale of one of the properties, issued at closing and repaid during the same three months ended in March 31, 2020.

Three months ended March 31,
(in thousands, except number sold data) 2019 2018
Net proceeds from sale of real estate investments $ 82,533
3,227
Gain on sale of real estate, net of tax $ 16,490
96
Provision for impairment of real estate sold $ 1,672
374
Number of operating properties sold 4
1
Number of land parcels sold 2
—
Percent interest sold 100 % 100 %

At March 31, ~~2019,~~2020, the Company also had ~~one~~1 property classified within Properties held for sale on the Consolidated Balance Sheets.

4.	Other Assets

~~REGENCY CENTERS CORPORATION AND REGENCY CENTERS, L.P.~~

~~Notes to Unaudited Consolidated Financial Statements~~

~~March 31, 2019~~

~~4. Other Assets~~

The following table represents the components of Other assets in the accompanying Consolidated Balance Sheets:

(in thousands)	March 31, 2020		December 31, 2019
Goodwill, net	$	174,830		307,434
Investments		45,301		50,354
Prepaid and other		29,354		18,169
Derivative assets		—		2,987
Furniture, fixtures, and equipment, net		6,868		7,098
Deferred financing costs, net		4,147		4,687
Total other assets	$	260,500		390,729

(in thousands) March 31, 2019 December 31, 2018
Goodwill, net $ 314,143
314,143
Investments 44,400
41,287
Prepaid and other 30,099
17,937
Derivative assets 11,909
17,482
Furniture, fixtures, and equipment, net 5,990
6,127
Deferred financing costs, net 6,310
6,851
Total other assets $ 412,851
403,827

REGENCY CENTERS CORPORATION AND REGENCY CENTERS, L.P.

Notes to Unaudited Consolidated Financial Statements

March 31, 2020

The following table presents the goodwill balances and activity during the year to date periods ended:

	March 31, 2020									December 31, 2019
(in thousands)	Goodwill			Accumulated Impairment Losses			Total			Goodwill			Accumulated Impairment Losses			Total
Beginning of year balance	$	310,388			(2,954	)		307,434			316,858			(2,715	)		314,143
Goodwill allocated to Provision for impairment		—			(132,179	)		(132,179	)		—			(2,954	)		(2,954	)
Goodwill allocated to Properties held for sale		(963	)		963			—			(2,472	)		—			(2,472	)
Goodwill associated with disposed reporting units:
Goodwill allocated to Provision for impairment		—			—			—			(1,779	)		1,779			—
Goodwill allocated to Gain on sale of real estate		(425	)		—			(425	)		(2,219	)		936			(1,283	)
End of period balance	$	309,000			(134,170	)		174,830			310,388			(2,954	)		307,434

March 31, 2019 December 31, 2018
(in thousands) Goodwill Accumulated Impairment Losses Total Goodwill Accumulated Impairment Losses Total
Beginning of year balance $ 316,858
(2,715 ) 314,143
$ 331,884
—
331,884
Goodwill resulting from Equity One merger —
—
—
500
—
500
Goodwill allocated to Provision for impairment —
—
—
—
(12,628 ) (12,628 )
Goodwill allocated to Properties held for sale —
—
—
(1,159 ) —
(1,159 )
Goodwill associated with disposed reporting units:
Goodwill allocated to Provision for impairment (1,779 ) 1,779
—
(9,913 ) 9,913
—
Goodwill allocated to Gain on sale of real estate (527 ) 527
—
(4,454 ) —
(4,454 )
End of period balance $ 314,552
(409 ) 314,143
$ 316,858
(2,715 ) 314,143

As the Company identifies properties ("(“reporting ~~units"~~units”) that no longer meet its investment criteria, it will evaluate the property for potential sale. A decision to sell a reporting unit results in the need to evaluate its goodwill for recoverability and may result in impairment. Additionally, other changes impacting a reporting unit may be considered a triggering event. If events occur that trigger an impairment evaluation at multiple reporting units, a goodwill impairment may be significant.

~~REGENCY CENTERS CORPORATION AND REGENCY CENTERS, L.P.~~

~~Notes to Unaudited Consolidated Financial Statements~~

During the three months ended March 31, ~~2019~~

~~5. Notes Payable~~2020, the Company recognized $132.2 million of Goodwill impairment. The market disruptions related to the significant economic impacts of the COVID-19 pandemic triggered evaluation of reporting unit fair values for goodwill impairment. The Company’s reporting units are at the individual property level. The carrying value of long lived assets of the reporting units were first tested for recoverability with no resulting impairments. Next, the fair value of each reporting unit was compared to its carrying value, including goodwill. Of the 269 reporting units with goodwill, 87 of those were determined to have fair values lower than carrying value. As such, goodwill impairment losses totaling $132.2 million were recognized for the amount that the carrying amount of the reporting unit, including goodwill, exceeded its fair value, limited to the total amount of goodwill allocated to that reporting unit. Fair values of the reporting units were determined using a discounted cash flow approach, including current market cash flow assumptions for impacts to existing tenant contractual rent as well as prospective future rent and occupancy changes and related capital and operating expenditures. The cap rates and discount rates used in the analysis reflect management’s best estimate of market rates adjusted for the current environment.

5.	Notes Payable and Unsecured Credit Facilities

The Company’s outstanding debt consisted of the following:

(in thousands)	Weighted Average Contractual Rate	Weighted Average Effective Rate	March 31, 2020		December 31, 2019
Notes payable:
Fixed rate mortgage loans	4.4%	3.9%	$	351,914		342,020
Variable rate mortgage loans ⁽¹⁾	3.1%	3.2%		148,057		148,389
Fixed rate unsecured debt	3.9%	4.0%		2,945,429		2,944,752
Total notes payable				3,445,400		3,435,161
Unsecured credit facilities:
Line of Credit (the "Line") ⁽²⁾	2.5%	2.7%		705,000		220,000
Term loans	2.0%	2.1%		264,457		264,383
Total unsecured credit facilities				969,457		484,383
Total debt outstanding			$	4,414,857		3,919,544

⁽¹⁾

Includes six mortgages with interest rates that vary on LIBOR based formulas. Four of these variable rate loans have interest rate swaps in place to fix the interest rates. The effective fixed rates of the loans range from 2.5% to 4.1%.

⁽²⁾

Weighted average effective and contractual rate for the Line is calculated based on a fully drawn Line balance.

(in thousands) Weighted Average Contractual Rate Weighted Average Effective Rate March 31, 2019 December 31, 2018
Notes payable:
Fixed rate mortgage loans 4.5% 4.1% $ 360,865
403,306
Variable rate mortgage loans 3.5% 3.6% 127,081
⁽¹⁾
127,850
Fixed rate unsecured public and private debt 4.0% 4.4% 2,521,940
2,475,322
Total notes payable 3,009,886
3,006,478
Unsecured credit facilities:
Line of Credit (the "Line") ⁽²⁾
3.5% 3.7% 110,000
145,000
Term loans 2.4% 2.5% 563,852
563,734
Total unsecured credit facilities 673,852
708,734
Total debt outstanding $ 3,683,738
3,715,212

⁽¹⁾ Includes five mortgages whose interest rates vary on LIBOR based formulas. Three of these variable rate loans have interest rate swaps in place to fix the interest rates at a range of 2.8% to 4.1%.
⁽²⁾ Weighted average effective and contractual rate for the Line is calculated based on a fully drawn Line balance.

~~Significant financing activity during 2019 includes:~~

On March 6, 2019, the Company issued $300 million of 4.65% senior unsecured public notes, which priced at 99.661%, and mature in March 2049. The net proceeds of the offering were used (i) to repay a $39.5 million mortgage maturing in 2020 with an interest rate of 7.3%, including a prepayment premium of $1 million, (ii) to repay in full its outstanding $250 million 4.8% notes due April 15, 2021, including a make-whole premium of approximately $9.6 million and accrued interest, and (iii) for general corporate purposes.

REGENCY CENTERS CORPORATION AND REGENCY CENTERS, L.P.

Notes to Unaudited Consolidated Financial Statements

March 31, ~~2019~~2020

Significant financing activity during 2020 includes:

•

During March, the Company borrowed an additional $500 million on its Line to enhance its financial liquidity and to provide financial flexibility to continue its business initiatives amid the evolving effects of the COVID-19 pandemic. The Line provides the Company with total borrowing capacity of $1.25 billion and a maturity date subject to two additional six-month extensions at the Company’s election.

~~As of March 31, 2019, scheduled~~

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

(in thousands)	March 31, 2020
Scheduled Principal Payments and Maturities by Year:	Scheduled Principal Payments		Mortgage Loan Maturities		Unsecured Maturities ⁽¹⁾			Total
2020 ⁽²⁾	$	8,671		35,250		—			43,921
2021		11,598		74,101		—			85,699
2022		11,797		5,848		1,270,000			1,287,645
2023		10,124		59,374		—			69,498
2024		5,301		90,742		250,000			346,043
Beyond 5 Years		21,712		161,303		2,425,000			2,608,015
Unamortized debt premium/(discount) and issuance costs		—		4,150		(30,114	)		(25,964	)
Total	$	69,203		430,768		3,914,886			4,414,857

⁽¹⁾

Includes unsecured public and private debt and unsecured credit facilities.

⁽²⁾

Reflects scheduled principal payments for the remainder of the year.

(in thousands) March 31, 2019
Scheduled Principal Payments and Maturities by Year:
Scheduled
Principal
Payments

Mortgage
Loan
Maturities

Unsecured
Maturities ⁽¹⁾
Total
2019 $ 7,284
13,216
—
20,500
2020 11,287
39,074
300,000
350,361
2021 11,599
76,251
—

87,850
2022 11,798
5,848
675,000
692,646
2023 10,043
59,375
—
69,418
Beyond 5 Years 27,013
209,843
2,250,000
2,486,856
Unamortized debt premium/(discount) and issuance costs —
5,315
(29,208 ) (23,893 )
Total $ 79,024
408,922
3,195,792
3,683,738

⁽¹⁾ Includes unsecured public and private debt and unsecured credit facilities.

The Company was in compliance as of March 31, ~~2019~~2020 with the financial and other covenants under its unsecured public and private placement debt and unsecured credit ~~facilities.~~facilities, and expects to remain in compliance.

6.	Derivative Financial Instruments

~~6. Derivative Financial Instruments~~

The Company may use derivative financial instruments, including interest rate swaps, caps, options, floors, and other interest rate derivative contracts, to hedge all or a portion of the interest rate risk associated with its borrowings. The principal objective of such arrangements is to minimize the risks and/or costs associated with the Company’s operating and financial structure as well as to hedge specific anticipated transactions. The Company does not intend to utilize derivatives for speculative or other purposes other than interest rate risk management. The use of derivative financial instruments carries certain risks, including the risk that the counterparties to these contractual arrangements are not able to perform under the agreements. To mitigate this risk, the Company only enters into derivative financial instruments with counterparties with high credit ratings and with major financial institutions with which the Company and its affiliates may also have other financial relationships. The Company does not anticipate that any of the counterparties will fail to meet their obligations.

The Company’s objectives in using interest rate derivatives are to add stability to interest expense and to manage its exposure to interest rate movements. To accomplish this objective, the Company primarily uses interest rate swaps as part of its interest rate risk management strategy. Interest rate swaps designated as cash flow hedges involve the receipt of variable-rate amounts from a counterparty in exchange for the Company making fixed-rate payments over the life of the agreements without exchange of the underlying notional amount.

~~REGENCY CENTERS CORPORATION AND REGENCY CENTERS, L.P.~~

~~Notes to Unaudited Consolidated Financial Statements~~

~~March 31, 2019~~

The following table summarizes the terms and fair values of the Company's derivative financial instruments, as well as their classification on the Consolidated Balance Sheets:

						Fair Value
(in thousands)						Assets (Liabilities) ⁽¹⁾
Effective Date	Maturity Date	Notional Amount		Counterparty Pays Variable Rate of	Regency Pays Fixed Rate of	March 31, 2020			December 31, 2019
8/1/16	1/5/22		265,000	1 Month LIBOR with Floor	1.053%	$	(3,192	)		2,674
4/7/16	4/1/23		19,678	1 Month LIBOR	1.303%		(569	)		148
12/1/16	11/1/23		32,809	1 Month LIBOR	1.490%		(1,311	)		84
9/17/19	3/17/25		24,000	1 Month LIBOR	1.542%		(1,319	)		81
6/2/17	6/2/27		37,022	1 Month LIBOR with Floor	2.366%		(4,029	)		(1,515	)
						$	(10,420	)		1,472

⁽¹⁾	Derivatives in an asset position are included within Other assets in the accompanying Consolidated Balance Sheets, while those in a liability position are included within Accounts payable and other liabilities.

Fair Value
(in thousands)
Assets (Liabilities)⁽¹⁾
Effective Date Maturity Date Notional Amount Counterparty Pays Variable Rate of Regency Pays Fixed Rate of March 31, 2019 December 31, 2018
12/6/18 6/28/19 $ 250,000
30 year U.S. Treasury 3.147%
⁽²⁾
$ —
(5,491 )
4/3/17 12/2/20 $ 300,000
1 Month LIBOR with Floor 1.824% 2,255
3,759
8/1/16 1/5/22 265,000
1 Month LIBOR with Floor 1.053% 8,110
10,838
4/7/16 4/1/23 20,000
1 Month LIBOR 1.303% 626
880
12/1/16 11/1/23 33,000
1 Month LIBOR 1.490% 918
1,376
6/2/17 6/2/27 37,500
1 Month LIBOR with Floor 2.366% (224 ) 629
$ 11,685
11,991

⁽¹⁾ Derivatives in an asset position are included within Other assets in the accompanying Consolidated Balance Sheets, while those in a liability position are included within Accounts payable and other liabilities.
(2) On March 7, 2019, the Company settled its 30 year Treasury rate lock in connection with its issuance of the $300 million 4.65% unsecured notes due March 2049 for $5.7 million, which is included in the balance of AOCI and will be reclassified to earnings over the 30 year term of the hedged transaction.

REGENCY CENTERS CORPORATION AND REGENCY CENTERS, L.P.

Notes to Unaudited Consolidated Financial Statements

March 31, 2020

These derivative financial instruments are all interest rate swaps, which are designated and qualify as cash flow hedges. The Company does not use derivatives for trading or speculative purposes and, as of March 31, ~~2019,~~2020, does not have any derivatives that are not designated as hedges. The Company has master netting agreements; however, the Company does not have multiple derivatives subject to a single master netting agreement with the same counterparties. Therefore, none are offset in the accompanying Consolidated Balance Sheets.

The changes in the fair value of derivatives designated and qualifying as cash flow hedges is recorded in ~~accumulated other comprehensive income (loss) ("AOCI"~~Accumulated Other Comprehensive Loss (“AOCI”) and subsequently reclassified into earnings in the period that the hedged forecasted transaction affects earnings.

The following table represents the effect of the derivative financial instruments on the accompanying consolidated financial statements:

Location and Amount of Gain (Loss) Recognized in OCI on Derivative							Location and Amount of Gain (Loss) Reclassified from AOCI into (Loss) Income						Total amounts presented in the Consolidated Statements of Operations in which the effects of cash flow hedges are recorded
	Three months ended March 31,							Three months ended March 31,						Three months ended March 31,
(in thousands)	2020			2019				2020		2019				2020		2019
Interest rate swaps	$	(16,079	)		(5,489	)	Interest expense	$	1,425		(176	)	Interest expense, net	$	37,436		37,752

Location and Amount of Gain (Loss) Recognized in OCI on Derivative Location and Amount of Gain (Loss) Reclassified from AOCI into Income Total amounts presented in the Consolidated Statements of Operations in which the effects of cash flow hedges are recorded
Three months ended March 31, Three months ended March 31, Three months ended March 31,
(in thousands) 2019 2018 2019 2018 2019 2018
Interest rate swaps $ (5,489 ) 9,505
Interest expense $ (176 ) 2,138
Interest expense, net $ 37,752
36,785

As of March 31, ~~2019,~~2020, the Company expects approximately ~~$1.6~~$7.4 million of net deferred losses on derivative instruments in AOCI, including the Company's share from its Investments in real estate partnerships, to be reclassified into earnings during the next 12 months. Included in the reclassification is ~~$7.1~~$2.8 million related to previously settled swaps on the Company's ten and thirty year fixed rate unsecured debt.

Leases

~~REGENCY CENTERS CORPORATION AND REGENCY CENTERS, L.P.~~

~~Notes to Unaudited Consolidated Financial Statements~~

~~March 31, 2019~~

~~7. Leases~~

~~Lessor Accounting~~

All of the Company’s leases are classified as operating leases. The Company's Lease income is comprised of both fixed and variable income, as follows:

Fixed and in-substance fixed lease income includes stated amounts per the lease contract, which are primarily related to base rent, and in some cases stated amounts for ~~CAM,~~common area maintenance (“CAM”), real estate taxes, and insurance. Income for these amounts is recognized on a ~~straight~~straight- line basis.

Variable lease income includes the following two main items in the lease contracts:

(i) Recoveries from tenants represents amounts ~~which~~ tenants are contractually obligated to reimburse the Company for the tenants’ portion of actual Recoverable Costs incurred. Generally the Company’s leases provide for the tenants to reimburse the Company based on the tenants’ share of the actual costs incurred in proportion to the tenants’ share of leased space in the property.

(ii) Percentage rent represents amounts billable to tenants based on the tenants' actual sales volume in excess of levels specified in the lease contract.

The following table provides a disaggregation of lease income recognized ~~during the three months ended March 31, 2019,~~ under ASC Topic 842~~Leases~~, as either fixed or variable lease income based on the criteria specified in ASC 842:

(in thousands)	Three months ended March 31,
	2020			2019
Operating lease income
Fixed and in-substance fixed lease income	$	204,943			202,163
Variable lease income		64,668			62,835
Other lease related income, net:
Above/below market rent and tenant rent inducement amortization		12,880			13,454
Uncollectible straight line rent		(3,902	)		(285	)
Uncollectible amounts in lease income		(4,052	)		(864	)
Total lease income	$	274,537			277,303

Three months ended March 31,
2019
Operating lease income
Fixed and in-substance fixed lease income $ 201,878
Variable lease income 62,835
Other lease related income, net
Above/below market rent amortization 13,454
Uncollectible amounts in lease income (864 )
Total lease income $ 277,303

~~Future minimum rents under non-cancelable operating leases as of March 31, 2019 and December 31, 2018, excluding variable lease payments, are as follows:~~

Future Minimum Rents as of
(in thousands)
Year Ending December 31, March 31, 2019 December 31, 2018
2019 $ 578,963
⁽¹
⁾
761,151
2020 713,553
693,848
2021 629,638
608,587
2022 537,753
516,369
2023 437,109
414,424
Thereafter 1,778,839
1,691,203
Total $ 4,675,855
4,685,582
⁽¹⁾ The future minimum rental income for 2019 as of March 31, 2019 includes amounts due between April 1, 2019 and December 31, 2019.

REGENCY CENTERS CORPORATION AND REGENCY CENTERS, L.P.

Notes to Unaudited Consolidated Financial Statements

March 31, ~~2019~~

~~Lessee Accounting~~

The Company has shopping centers that are subject to non-cancelable, long-term ground leases where a third party owns the underlying land and has leased the land to the Company to construct and/or operate a shopping center.

~~The Company has 22 properties within its consolidated real estate portfolio that are either partially or completely on land subject to ground~~2020

Lease income for operating leases with third parties. Accordingly, the Company owns only a long-term leasehold or similar interest in these properties. These ground leases expire through the year 2101, and in most cases, provide for renewal options. Buildings and improvements constructed on the leased land are capitalized as Real estate assets in the accompanying Consolidated Balance Sheets and depreciated over the shorter of the useful life of the improvements or the lease term.

~~The ground and office lease expense continues to be~~fixed payment terms is recognized on a ~~straight line~~straight-line basis over the expected term of the lease for all leases ~~including management's estimate~~for which collectibility is considered probable at the commencement date. At lease commencement, the Company generally expects that collectibility is probable due to the Company’s credit checks on tenants and other creditworthiness analysis undertaken before entering into a new lease; therefore, income from most operating leases is initially recognized on a straight-line basis. For operating leases in which collectibility of Lease income is not considered probable, Lease income is recognized on a cash basis and all previously recognized straight-line rent receivables are reversed in the period in which the Lease income is determined not to be probable of collection. In addition to the lease-specific collectability assessment performed under Topic 842, the Company also recognizes a general reserve, as a reduction to Lease income, for its portfolio of operating lease receivables which are not expected ~~option renewal periods. Operating lease expense under~~to be fully collectible based on the ~~Company's ground and office leases was as follows, including straight lined rent expense and variable lease expenses such as CPI increases, performance based rent and reimbursements of landlord costs:~~

Three months ended March 31,
2019
Operating lease expense
Ground leases $ 3,673
Office leases 1,042
Total fixed operating lease expense $ 4,715
Variable lease expense
Ground leases $ 428
Office leases 143
Total variable lease expense $ 571
Total Lease Expense $ 5,286
Cash paid for amounts included in the measurement of operating lease liabilities
Operating cash flows from operating leases $ 3,692

~~Operating lease expense under the Company's ground and office leases was $5.3 million and $4.2 million during~~Company’s historical collection experience.

During the three months ended March 31, ~~2019 and 2018, respectively,~~2020, the Company experienced a higher rate of uncollectible lease income driven by changes in expectations of collectibility for certain tenants given the expected impact of the COVID-19 pandemic to our tenants.

Additionally, certain tenants experiencing economic difficulties during this pandemic may seek future rent relief, which ~~includes fixed and variable~~may be provided in the form of rent ~~expense.~~

~~REGENCY CENTERS CORPORATION AND REGENCY CENTERS, L.P.~~

~~Notes~~abatement or rent deferrals, among other possible agreements. Under Topic 842, subsequent changes to ~~Unaudited Consolidated Financial Statements~~

~~March 31, 2019~~

~~The following table summarizes~~lease payments that are not stipulated in the ~~undiscounted future cash flows by year attributable~~original lease contract are generally accounted for as lease modifications. Due to the ~~operating~~number of lease ~~liabilities under ground and office leases~~contracts that would require analysis to determine, on a lease by lease basis, whether such a concession is required to be accounted for as ~~of March 31, 2019, and provides~~ a ~~reconciliation~~lease modification, the FASB staff provided clarity as to an acceptable approach in accounting for lease concessions related to the ~~Lease liability included~~effects of the COVID-19 pandemic. The FASB staff provided guidance that it would be acceptable for entities to make an election to account for lease concessions related to the effects of the COVID-19 pandemic consistent with how those concessions would be accounted for under Topic 842 as though enforceable rights and obligations for those concessions existed in the ~~accompanying Consolidated Balance Sheets:~~

Lease liabilities
(in thousands)
Year Ending
December 31, Ground Leases Office Leases Total
2019 ⁽¹⁾
$ 8,004
3,807
11,811
2020 10,706
4,976
15,682
2021 10,674
3,863
14,537
2022 10,698
2,893
13,591
2023 10,914
2,188
13,102
Thereafter 598,327
5,955
604,282
Total undiscounted lease liabilities $ 649,323
23,682
673,005
Present value discount (445,324 ) (2,559 ) (447,883 )
Lease liabilities 203,999
21,123
225,122
Weighted average discount rate 5.2 % 4.0 %
Weighted average remaining term 49.9 years
5.9 years

⁽¹⁾ The undiscounted lease liability maturities shown for 2019 are as of March 31, 2019, and includes amounts due between April 1, 2019 and December 31, 2019.

existing lease contract, thereby not requiring entities to apply lease modification guidance to those contracts. The ~~following table summarizes~~Company is evaluating the ~~future obligations under non-cancelable operating leases, excluding unexercised renewal~~ options ~~as of December 31, 2018:~~

Future Lease Obligations
(in thousands)
Year Ending December 31, Ground Leases Office Leases Total Future Lease Obligations
2019 $ 10,672
4,405
15,077
2020 10,439
4,294
14,733
2021 10,344
3,549
13,893
2022 10,258
2,893
13,151
2023 10,369
2,189
12,558
Thereafter 461,762
5,944
467,706
Total $ 513,844
23,274
537,118

~~REGENCY CENTERS CORPORATION AND REGENCY CENTERS, L.P.~~

~~Notes~~ to ~~Unaudited Consolidated Financial Statements~~account for such COVID-19 concessions.

8.	Fair Value Measurements

~~March 31, 2019~~

~~8. Fair Value Measurements~~

(a) Disclosure of Fair Value of Financial Instruments

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

	March 31, 2020				December 31, 2019
(in thousands)	Carrying Amount		Fair Value		Carrying Amount		Fair Value
Financial liabilities:
Notes payable	$	3,445,400		3,611,169		3,435,161		3,688,604
Unsecured credit facilities	$	969,457		960,796		484,383		489,496

March 31, 2019 December 31, 2018
(in thousands) Carrying Amount Fair Value Carrying Amount Fair Value
Financial liabilities:
Notes payable $ 3,009,886
3,066,580
$ 3,006,478
2,961,769
Unsecured credit facilities $ 673,852
675,769
$ 708,734
710,902

The above fair values represent management's estimate of the amounts that would be received from selling those assets or that would be paid to transfer those liabilities in an orderly transaction between market participants as of March 31, ~~2019~~2020 and December 31, ~~2018,~~2019, respectively. These fair value measurements maximize the use of observable inputs. However, in situations where there is little, if any, market activity for the asset or liability at the measurement date, the fair value measurement reflects the Company's own judgments about the assumptions that market participants would use in pricing the asset or liability.

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

(b) Fair Value Measurements

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

Securities

The Company has investments in marketable securities that are included within ~~other~~Other assets on the accompanying Consolidated Balance Sheets. The fair value of the securities was determined using quoted prices in active markets, which are considered Level 1 inputs of the fair value hierarchy. Changes in the value of securities are recorded within Net investment loss (income) ~~loss~~ in the accompanying Consolidated Statements of Operations, and include unrealized ~~gains of $2.2 million and unrealized~~ losses of ~~$384,000,~~$5.4 million during the three months ended March 31, ~~2019~~2020 and ~~2018, respectively.~~

unrealized gains of $2.2 million for the three months ended March 31, 2019.

REGENCY CENTERS CORPORATION AND REGENCY CENTERS, L.P.

Notes to Unaudited Consolidated Financial Statements

March 31, 2020

Available-for-Sale Debt Securities

Available-for-sale debt securities consist of investments in certificates of deposit and corporate bonds, and are recorded at fair value using matrix pricing methods to estimate fair value, which are considered Level 2 inputs of the fair value hierarchy. Unrealized gains or losses on these debt securities are recognized through other comprehensive income.

Interest Rate Derivatives

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

Although the Company has determined that the majority of the inputs used to value its derivatives fall within Level 2 of the fair value hierarchy, the credit valuation adjustments associated with its derivatives utilize Level 3 inputs, such as estimates of current credit spreads, to evaluate the likelihood of default by the Company and its counterparties. The Company has assessed the significance of the impact of the credit

~~REGENCY CENTERS CORPORATION AND REGENCY CENTERS, L.P.~~

~~Notes to Unaudited Consolidated Financial Statements~~

~~March 31, 2019~~

valuation adjustments on the overall valuation of its derivative positions and has determined that the credit valuation adjustments are not significant to the overall valuation of its interest rate swaps. As a result, the Company determined that its interest rate swaps valuation in its entirety is classified in Level 2 of the fair value hierarchy.

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

	Fair Value Measurements as of March 31, 2020
				Quoted Prices in Active Markets for Identical Assets		Significant Other Observable Inputs			Significant Unobservable Inputs
(in thousands)	Balance			(Level 1)		(Level 2)			(Level 3)
Assets:
Securities	$	34,240			34,240		—			—
Available-for-sale debt securities		11,061			—		11,061			—
Total	$	45,301			34,240		11,061			—
Liabilities:
Interest rate derivatives	$	(10,420	)		—		(10,420	)		—

	Fair Value Measurements as of December 31, 2019
				Quoted Prices in Active Markets for Identical Assets		Significant Other Observable Inputs			Significant Unobservable Inputs
(in thousands)	Balance			(Level 1)		(Level 2)			(Level 3)
Assets:
Securities	$	39,599			39,599		—			—
Available-for-sale debt securities		10,755			—		10,755			—
Interest rate derivatives		2,987			—		2,987			—
Total	$	53,341			39,599		13,742			—
Liabilities:
Interest rate derivatives	$	(1,515	)		—		(1,515	)		—

Fair Value Measurements as of March 31, 2019
(in thousands) Quoted Prices in Active Markets for Identical Assets Significant Other Observable Inputs Significant Unobservable Inputs
Assets: Balance (Level 1) (Level 2) (Level 3)
Securities $ 36,318
36,318
—
—
Available-for-sale debt securities 8,082
—
8,082
—
Interest rate derivatives 11,909
—
11,909
—
Total $ 56,309
36,318
19,991
—

Liabilities:
Interest rate derivatives $ (224 ) —
(224 ) —

Fair Value Measurements as of December 31, 2018
(in thousands) Quoted Prices in Active Markets for Identical Assets Significant Other Observable Inputs Significant Unobservable Inputs
Assets: Balance (Level 1) (Level 2) (Level 3)
Securities $ 33,354
33,354
—
—
Available-for-sale debt securities 7,933
—
7,933
—
Interest rate derivatives 17,482
—
17,482
—
Total $ 58,769
33,354
25,415
—

Liabilities:
Interest rate derivatives $ (5,491 ) —
(5,491 ) —

REGENCY CENTERS CORPORATION AND REGENCY CENTERS, L.P.

Notes to Unaudited Consolidated Financial Statements

March 31, 2020

There were no assets measured at fair value on a nonrecurring basis as of March 31, ~~2019.~~2020. The following tables present the placement in the fair value hierarchy of assets and liabilities that are measured at fair value on a ~~non-recurring~~nonrecurring basis as of December 31, ~~2018:~~2019:

Fair Value Measurements as of December 31, 2019

Quoted Prices in Active Markets for Identical Assets

Significant Other Observable Inputs

Significant Unobservable Inputs

Total Gains

(in thousands)

Balance

(Level 1)

(Level 2)

(Level 3)

(Losses)

Operating properties

71,131

—

28,131

43,000

(50,553

)

9.	Equity and Capital

Fair Value Measurements as of December 31, 2018
Quoted Prices in Active Markets for Identical Assets Significant Other Observable Inputs Significant Unobservable Inputs Total Gains
(in thousands) Balance (Level 1) (Level 2) (Level 3) (Losses)
Properties held for sale 42,760
—
42,760
—
(6,579 )

During the year-ended December 31, 2018, the Company remeasured three properties, classified as held for sale, to fair value based on the expected selling price. Two of these three properties have been sold and the third continues to be classified as held for sale in the accompanying Consolidated Balance Sheets.

~~REGENCY CENTERS CORPORATION AND REGENCY CENTERS, L.P.~~

~~Notes to Unaudited Consolidated Financial Statements~~

~~March 31, 2019~~

~~9. Equity and Capital~~

Common Stock of the Parent Company

At the Market ~~("ATM"~~(“ATM”) Program

~~Under the~~

The Parent Company's ATM equity ~~offering~~ program expired on March 31, 2020. Prior to expiration, the ~~Parent~~ Company ~~may sell up to $500~~issued forward sale agreements under its ATM program, which the Company settled during March 2020. At settlement, the Company issued 1,894,845 shares of its common stock, receiving $125.8 million of common stock at prices determined by the market at the time of sale. There were no shares issued under the ATM equity program during the three months ended March 31, 2019 or 2018. As of March 31, 2019, all $500 million of common stock remained availablenet proceeds which are expected to be used for ~~issuance under this ATM equity program.~~

working capital and general corporate purposes.

Share Repurchase Program

On February ~~7, 2018,~~4, 2020, the Company's Board authorized a common share repurchase program under which the Company may repurchase, from time to time, up to $250 million worth of shares of its outstanding common stock through open market purchases and/or in privately negotiated transactions. Any shares purchased will be retired. In January 2019, the Company settled 563,229 shares, repurchased in December 2018, for $32.8 million at an average price of $58.17 per share, under this repurchase program. The program was scheduled to expire on February 6, 2020; however, the program was closed upon the authorization by the Company's Board of a new share repurchase program, as further discussed below.

~~On February 5, 2019, the Company's Board authorized a new~~ common share repurchase program under which the Company may purchase, from time to time, up to a maximum of $250 million of shares of its outstanding common stock through open market purchases ~~and/~~or in privately negotiated transactions. Any shares purchased will be retired. The program is set to expire on February ~~4, 2020.~~5, 2021. The timing and actual number of shares purchased under the program depend upon marketplace conditions and other factors. The program remains subject to the discretion of the Board. Through March 31, ~~2019, no~~2020, 0 shares have been repurchased under this ~~new~~ program.

Common Units of the Operating Partnership

Common units of the operating partnership are issued or redeemed and retired for each of the shares of Parent Company common stock issued or repurchased and retired, as described above.

~~Accumulated Other Comprehensive Income (Loss) ("AOCI")~~

~~The following tables present changes~~

In January 2020, the Operating Partnership issued 18,613 exchangeable operating partnership units, valued at $1.3 million, as partial purchase price consideration for the acquisition of an additional 16.62% interest in ~~the balances of each component of AOCI:~~an operating shopping center.

10.	Stock-Based Compensation

Controlling Interests Noncontrolling Interests Total
Cash Flow Hedges Unrealized gain (loss) on Available-For-Sale Debt Securities AOCI Cash Flow Hedges AOCI AOCI
Balance as of December 31, 2018 $ (805 ) (122 ) (927 ) 189
189
(738 )
Other comprehensive income before reclassifications (5,154 ) 137
(5,017 ) (335 ) (335 ) (5,352 )
Amounts reclassified from AOCI ⁽¹⁾
(152 ) —
(152 ) (24 ) (24 ) (176 )
Current period other comprehensive income, net (5,306 ) 137
(5,169 ) (359 ) (359 ) (5,528 )
Balance as of March 31, 2019 $ (6,111 ) 15
(6,096 ) (170 ) (170 ) (6,266 )

⁽¹⁾ Amounts reclassified from AOCI into income are presented within Interest expense, net in the Consolidated Statements of Operations.

~~REGENCY CENTERS CORPORATION AND REGENCY CENTERS, L.P.~~

~~Notes to Unaudited Consolidated Financial Statements~~

~~March 31, 2019~~

Controlling Interests Noncontrolling Interests Total
(in thousands) Cash Flow Hedges Unrealized gain (loss) on Available-For-Sale Debt Securities AOCI Cash Flow Hedges AOCI AOCI
Balance as of December 31, 2017 $ (6,262 ) (27 ) (6,289 ) (112 ) (112 ) (6,401 )
Opening adjustment due to change in accounting policy ⁽²⁾
12
—
12
2
2
14
Adjusted balance as of January 1, 2018 (6,250 ) (27 ) (6,277 ) (110 ) (110 ) (6,387 )
Other comprehensive income before reclassifications 9,003
(119 ) 8,884
502
502
9,386
Amounts reclassified from AOCI ⁽¹⁾
2,157
—
2,157
(19 ) (19 ) 2,138
Current period other comprehensive income, net 11,160
(119 ) 11,041
483
483
11,524
Balance as of March 31, 2018 $ 4,910
(146 ) 4,764
373
373
5,137

⁽¹⁾ Amounts reclassified from AOCI into income are presented within Interest expense, net in the Consolidated Statement of Operations.
⁽²⁾ Upon adoption of ASU 2017-12, the Company recognized the immaterial adjustment to opening retained earnings and AOCI for previously recognized hedge ineffectiveness from off-market hedges, as further discussed in note 1.

~~10. Stock-Based Compensation~~

During the three months ended March 31, ~~2019,~~2020, the Company granted ~~233,237~~231,099 shares of restricted stock with a weighted-average grant-date fair value of ~~$65.02~~$67.47 per share. The Company records stock-based compensation expense within General and administrative expenses in the accompanying Consolidated Statements of Operations.

11.	Non-Qualified Deferred Compensation Plan (“NQDCP”)

~~11. Non-Qualified Deferred Compensation Plan ("NQDCP")~~

The Company maintains a NQDCP which allows select employees and directors to defer part or all of their cash bonus, director fees, and vested restricted stock awards. All contributions into the participants' accounts are fully vested upon contribution to the NQDCP and are deposited in a Rabbi trust.

The following table reflects the balances of the assets and deferred compensation liabilities of the Rabbi trust and related participant account obligations in the accompanying Consolidated Balance Sheets, excluding Regency stock:

(in thousands)	March 31, 2020		December 31, 2019		Location in Consolidated Balance Sheets
Assets:
Securities	$	32,083		36,849	Other assets
Liabilities:
Deferred compensation obligation	$	32,030		36,755	Accounts payable and other liabilities

(in thousands) March 31, 2019 December 31, 2018 Location in Consolidated Balance Sheets
Assets:
Securities $ 34,278
31,351
Other assets
Liabilities:
Deferred compensation obligation $ 34,115
31,166
Accounts payable and other liabilities

REGENCY CENTERS CORPORATION AND REGENCY CENTERS, L.P.

Notes to Unaudited Consolidated Financial Statements

March 31, ~~2019~~2020

12.	Earnings per Share and Unit

~~12. Earnings per Share and Unit~~

Parent Company Earnings per Share

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

	Three months ended March 31,
(in thousands, except per share data)	2020			2019
Numerator:
(Loss) income attributable to common stockholders - basic	$	(25,332	)		90,446
(Loss) income attributable to common stockholders - diluted	$	(25,332	)		90,446
Denominator:
Weighted average common shares outstanding for basic EPS		167,908			167,440
Weighted average common shares outstanding for diluted EPS ⁽¹⁾		167,908			167,717
(Loss) income per common share – basic	$	(0.15	)		0.54
(Loss) income per common share – diluted	$	(0.15	)		0.54

⁽¹⁾	The three months ended March 31, 2020 excludes the impact of unvested restricted stock because they would be anti-dilutive. The three months ended March 31, 2019 includes the dilutive impact of unvested restricted stock.

Three months ended March 31,
(in thousands, except per share data) 2019 2018
Numerator:
Income from operations attributable to common stockholders - basic $ 90,446
52,660
Income from operations attributable to common stockholders - diluted $ 90,446
52,660
Denominator:
Weighted average common shares outstanding for basic EPS 167,440
170,704
Weighted average common shares outstanding for diluted EPS ⁽¹⁾
167,717
170,959

Income per common share – basic $ 0.54
0.31
Income per common share – diluted $ 0.54
0.31
⁽¹⁾ Includes the dilutive impact of unvested restricted stock using the treasury stock method.

~~Income~~

(Loss) income allocated to noncontrolling interests of the Operating Partnership has been excluded from the numerator and exchangeable Operating Partnership units have been omitted from the denominator for the purpose of computing diluted earnings per share since the effect of including these amounts in the numerator and denominator would be anti-dilutive. Weighted average exchangeable Operating Partnership units outstanding for ~~both~~ the three months ended March 31, 2020 and 2019, was 765,046 and ~~2018 were~~ 349,902, ~~for both periods.~~

respectively.

Operating Partnership Earnings per Unit

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

	Three months ended March 31,
(in thousands, except per share data)	2020			2019
Numerator:
(Loss) income attributable to common unit holders - basic	$	(25,447	)		90,636
(Loss) income attributable to common unit holders - diluted	$	(25,447	)		90,636
Denominator:
Weighted average common units outstanding for basic EPU		168,673			167,790
Weighted average common units outstanding for diluted EPU ⁽¹⁾		168,673			168,067
(Loss) income per common unit – basic	$	(0.15	)		0.54
(Loss) income per common unit – diluted	$	(0.15	)		0.54

⁽¹⁾	The three months ended March 31, 2020 excludes the impact of unvested restricted stock because they would be anti-dilutive. The three months ended March 31, 2019 includes the dilutive impact of unvested restricted stock.

13.	Commitments and Contingencies

Three months ended March 31,
(in thousands, except per share data) 2019 2018
Numerator:
Income from operations attributable to common unit holders - basic $ 90,636
52,771
Income from operations attributable to common unit holders - diluted $ 90,636
52,771
Denominator:
Weighted average common units outstanding for basic EPU 167,790
171,054
Weighted average common units outstanding for diluted EPU ⁽¹⁾
168,067
171,309

Income per common unit – basic $ 0.54
0.31
Income per common unit – diluted $ 0.54
0.31
⁽¹⁾ Includes the dilutive impact of unvested restricted stock using the treasury stock method.

~~13. Commitments and Contingencies~~

Litigation

The Company is involved in litigation on a number of matters and is subject to certain claims, which arise in the normal course of business, none of which, in the opinion of management, is expected to have a material adverse effect on the Company's consolidated financial position, results of operations, or liquidity. Legal fees are expensed as incurred.

~~REGENCY CENTERS CORPORATION AND REGENCY CENTERS, L.P.~~

~~Notes to Unaudited Consolidated Financial Statements~~

~~March 31, 2019~~

Environmental

The Company is ~~also~~ subject to numerous environmental laws and regulations ~~as they apply to real estate~~ pertaining primarily to chemicals historically used by ~~the~~certain current and former dry cleaning ~~industry,~~tenants, the existence of asbestos in older shopping centers, and older underground petroleum storage tanks. The Company believes that the ultimate disposition of currently known environmental matters will not have a material effect on its financial position, liquidity, or operations. The Company can give no assurance that existing environmental studies with respect to the shopping centers have revealed all potential environmental contaminants, orthat our estimate of liabilities will not change as more information becomes available, that any previous owner, occupant or tenant did not

REGENCY CENTERS CORPORATION AND REGENCY CENTERS, L.P.

Notes to Unaudited Consolidated Financial Statements

March 31, 2020

create any material environmental condition not known to ~~it,~~the Company, that the current environmental condition of the shopping centers will not be affected by tenants and occupants, by the condition of nearby properties, or by unrelated third parties, or that changes in applicable environmental laws and regulations or their interpretation will not result in additional environmental liability to the Company.

Letters of Credit

The Company has the right to issue letters of credit under the Line up to an amount not to exceed $50.0 million, which reduces the credit availability under the Line. These letters of credit are primarily issued as collateral on behalf of its captive insurance program and to facilitate the construction of development projects. As of March 31, ~~2019~~2020 and December 31, ~~2018,~~2019, the Company had ~~$12.6~~$9.7 million and ~~$9.4~~$12.5 million, respectively, in letters of credit outstanding.

~~Purchase Commitments~~

The Company enters into purchase and sale agreements to buy or sell real estate assets in the normal course of business, which generally provide limited recourse if either party ends the contract. At March 31, 2019, the Company has an option to purchase up to an additional 81.63% ownership interest in an operating shopping center by December 2019 and currently expects to acquire an additional 16.63% interest by that date for approximately $16.7 million.

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

Forward-Looking Statements

~~In addition~~

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 ~~historical information,~~Regency’s future events, developments, or financial or operational performance or results, are “forward-looking statements” made pursuant to the ~~following information contains forward-looking statements as defined under~~safe harbor provisions of the Private Securities Litigation Reform Act of 1995 and other federal securities laws. These forward-looking statements ~~include statements about anticipated changes in our revenues,~~are identified by the ~~size~~use of ~~our development~~words such as “may,” “will,” “should,” “expect,” “estimate,” “believe,” “intend,” “forecast,” “anticipate,” “guidance,” and ~~redevelopment program, earnings per share and unit, returns and portfolio value, and expectations about our liquidity. These~~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 ~~based on current expectations, estimates and projections about the real estate industry and markets in which the Company operates, and management's beliefs and assumptions. Forward-looking~~reasonable when made, forward-looking statements are not guarantees of future performance or events and ~~involve certain known~~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 ~~unknown risks and uncertainties that could cause~~it is possible actual results tomay differ materially from those ~~expressed or implied~~indicated by ~~such statements. Such~~these forward-looking statements due to a variety of risks and uncertainties.

Our operations are subject to a number of risks and uncertainties ~~include,~~including, but ~~are~~ not limited to, ~~changes~~those listed below. When considering an investment in ~~national~~our securities, you should carefully read and local economic conditions, financial difficulties of tenants, competitive market conditions, including timing and pricing of acquisitions and sales of properties and building pads ("out-parcels"), changes in leasing activity and market rents, timing of development starts, meeting development schedules, natural disasters in geographic areas in which we operate, cost of environmental remediation, our inability to exercise voting control over the co-investment partnerships through which we own many of our properties, and technology disruptions. For additionalconsider these risks, together with all other information ~~see “Risk Factors” included~~ in our Annual Report on Form 10-K, ~~for~~Quarterly Reports on Form 10-Q and our other filings and submissions to the ~~year ended December 31, 2018. The~~SEC, which provide much more information and detail on the risks described below. If any of the events described in the following ~~discussion should~~risk factors actually occur, our business, financial condition or operating results, as well as the market price of our securities, could be ~~read in conjunction with~~materially adversely affected. Forward-looking statements are only as of the ~~accompanying Consolidated Financial Statements and Notes thereto of Regency Centers Corporation~~date they are made, and Regency ~~Centers, L.P. appearing elsewhere herein. We do not undertake any obligation~~undertakes no duty to ~~release publicly any revisions to such~~update its forward-looking statements except as required by law. These risks and events include, without limitation:

Risk Factors Related to ~~reflect events or uncertainties after~~ the ~~date hereof~~COVID-19 Pandemic

•

Pandemics or other health crises may adversely affect our tenants’ financial condition, the profitability of our properties, our access to the capital markets and could have a material adverse effect on our business, results of operations, cash flows and financial condition.

Risk Factors Related to ~~reflect~~ the ~~occurrence of uncertain events.~~Retail Industry

•

Economic and market conditions may adversely affect the retail industry and consequently reduce our revenues and cash flow, and increase our operating expenses.

•

Shifts in retail sales and delivery methods between brick and mortar stores, e-commerce, home delivery, and curbside pick-up may adversely impact our revenues and cash flows.

•

Changing economic and detail market conditions in geographic areas where our properties are concentrated may reduce our revenues and cash flow.

•

Our success depends on the success and continued presence of our “anchor” tenants.

•

A significant percentage of our revenues are derived from smaller “shop space” tenants and our net income may be adversely impacted if our smaller shop tenants are not successful.

•

We may be unable to collect balances due from tenants in bankruptcy.

Risk Factors Related to Real Estate Investments and Operations

•

We are subject to numerous laws and regulations that may adversely affect our operations or expose us to liability.

•

Our real estate assets may decline in value and be subject to impairment losses which may reduce our net income.

•

We face risks associated with development, redevelopment and expansion of properties.

•

We face risks associated with the development of mixed-use commercial properties.

•

We face risks associated with the acquisition of properties.

•

We face risks if we expand into new markets.

•

We may be unable to sell properties when desired because of market conditions.

•

Certain of the properties in our portfolio are subject to ground leases; if we are unable to renew a ground lease, purchase the fee simple interest, or are found to be in breach of a ground lease, we may be adversely affected.

•

Climate change may adversely impact our properties directly and may lead to additional compliance obligations and costs as well as additional taxes and fees.

•

Geographic concentration of our properties makes our business more vulnerable to natural disasters, severe weather conditions and climate change.

•

An uninsured loss or a loss that exceeds the insurance coverage on our properties may subject us to loss of capital and revenue on those properties

•

Loss of our key personnel may adversely affect our business and operations.

•

We face competition from numerous sources, including other REITs and other real estate owners.

•

Costs of environmental remediation may reduce our cash flow available for distribution to stock and unit holders.

•

Compliance with the Americans with Disabilities Act and fire, safety and other regulations may require us to make unexpected expenditures.

•

The unauthorized access, use, theft or destruction of tenant or employee personal, financial or other data or of Regency’s proprietary or confidential information stored in our information systems or by third parties on our behalf could impact our reputation and brand and expose us to potential liability and loss of revenues.

Risk Factors Related to Our Partnership and Joint Ventures

•

We do not have voting control over all of the properties owned in our co-investment partnerships and joint ventures, so we are unable to ensure that our objectives will be pursued.

~~Defined Terms~~

•

The termination of our partnerships may adversely affect our cash flow, operating results, and our ability to make distributions to stock and unit holders.

Risk Factors Related to Funding Strategies and Capital Structure

•

Our ability to sell properties and fund acquisitions and developments may be adversely impacted by higher market capitalization rates and lower NOI at our properties which may dilute earnings.

•

We may acquire properties or portfolios of properties through tax-deferred contribution transactions, which may result in stockholder dilution and limit our ability to sell such assets.

•

We depend on external sources of capital, which may not be available in the future on favorable terms or at all.

•

Our debt financing may adversely affect our business and financial condition.

•

Covenants in our debt agreements may restrict our operating activities and adversely affect our financial condition.

•

Increases in interest rates would cause our borrowing costs to rise and negatively impact our results of operations.

•

Hedging activity may expose us to risks, including the risks that a counterparty will not perform and that the hedge will not perform and that the hedge will not yield the economic benefits we anticipate, which may adversely affect us.

•

The interest rates on our Unsecured Credit facilities as well as on our variable rate mortgages and interest rate swaps might change based on changes to the method in which LIBOR or its replacement rate is determined.

Risk Factors Related to our Company and the Market Price for Our Securities

•

Changes in economic and market conditions may adversely affect the market price of our securities.

•

There is no assurance that we will continue to pay dividends at historical rates.

•

Enhanced focus on corporate responsibility and sustainability, specifically related to environmental, social and governance matters, may impose additional costs and expose us to new risks.

Risk Factors Related to Laws and Regulations

•

If the Parent Company fails to qualify as a REIT for federal income tax purposes, it would be subject to federal income tax at regular corporate rates.

•

Recent changes to the U.S. tax laws may have a significant negative impact on the overall economy, our tenants, our investors, and our business.

•

Dividends paid by REITs generally do not qualify for reduced tax rates.

•

Certain foreign stockholders may be subject to U.S. federal income tax on gain recognized on a disposition of our common stock if we do not qualify as a “domestically controlled” REIT.

•

Legislative or other actions affecting REITs may have a negative effect on us.

•

Complying with REIT requirements may limit our ability to hedge effectively and may cause us to incur tax liabilities.

•

Restrictions on the ownership of the Parent Company's capital stock to preserve its REIT status may delay or prevent a change in control.

•

The issuance of the Parent Company's capital stock may delay or prevent a change in control.

Non-GAAP Measures

In addition to the required Generally Accepted Accounting Principles ~~("GAAP"~~(“GAAP”) presentations, we use certain non-GAAP performance measures as we believe these measures improve the understanding of the Company's operational results. We believe these non-GAAP measures provide useful information to our Board of Directors, management and investors regarding certain trends relating to our financial condition and results of operations. Our management uses these non-GAAP measures to compare our performance to that of prior periods for trend analyses, purposes of determining management incentive compensation and budgeting, forecasting and planning purposes. We continually evaluate the usefulness, relevance, limitations, and calculation of our reported non-GAAP performance measures to determine how best to provide relevant information to the public, and thus such reported measures could change.

We do not consider non-GAAP measures an alternative to financial measures determined in accordance with GAAP. The principal limitation of these non-GAAP financial measures is 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.

The following terms, as defined, are commonly used by management and the investing public to understand and evaluate our operational results:

•

Development Completion is a property in development that is deemed complete upon the earliest 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, or (iii) three years have passed since the start of construction. Once deemed complete, the property is termed a Retail Operating Property the following calendar year.

~~Development Completion~~ is a property in development that is deemed complete upon the earliest 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, or (iii) three years have passed since the start of construction. Once deemed complete, the property is termed a Retail Operating Property the following calendar year.

•

Fixed Charge Coverage Ratio is defined as Operating EBITDAre divided by the sum of the gross interest and scheduled mortgage principal paid to our lenders.

~~Fixed Charge Coverage Ratio~~ ~~is defined as Operating EBITDA~~re ~~divided by the sum of the gross interest and scheduled mortgage principal paid to our lenders plus dividends paid to our preferred stockholders.~~

•

NAREIT EBITDAre is a measure of REIT performance, which the National Association of Real Estate Investment Trusts (“NAREIT”) defines as net income, computed in accordance with GAAP, excluding (i) interest expense, (ii) income tax expense, (iii) depreciation and amortization, (iv) gains on sales of real estate, (v) impairments of real estate, and (vi) adjustments to reflect the Company's share of unconsolidated partnerships and joint ventures.

~~NAREIT EBITDAre~~ is a measure of REIT performance, which the National Association of Real Estate Investment Trusts ("NAREIT") defines as net income, computed in accordance with GAAP, excluding (i) interest expense, (ii) income tax expense, (iii) depreciation and amortization, (iv) gains on sales and impairments of real estate, and (v) adjustments to reflect the Company's share of unconsolidated partnerships and joint ventures.

•

NAREIT Funds from Operations (“NAREIT FFO”) is a commonly used measure of REIT performance, which NAREIT defines as net income, computed in accordance with GAAP, excluding gains on sales and impairments of real estate, net of tax, plus depreciation and amortization, and after adjustments for unconsolidated partnerships and joint ventures. We compute NAREIT FFO for all periods presented in accordance with NAREIT's definition.

~~NAREIT Funds from Operations ("NAREIT FFO")~~ is a commonly used measure of REIT performance, which NAREIT defines as net income, computed in accordance with GAAP, excluding gains on sales and impairments of real estate, net of tax, plus depreciation and amortization, and after adjustments for unconsolidated partnerships and joint ventures. We compute NAREIT FFO for all periods presented in accordance with NAREIT's definition in effect during that period. Effective January 1, 2019, we prospectively adopted the NAREIT FFO White Paper - 2018 Restatement ("2018 FFO White Paper"), and elected the option of excluding gains on sale and impairments of land, which are considered incidental to our main business. Prior period amounts were not restated to conform to the current year presentation, and therefore are calculated as described above, and also include gains on sale and impairments of land.

~~Many companies~~

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 occupancy rates, 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. ~~The Company provides~~We provide a reconciliation of Net Income Attributable to Common Stockholders to NAREIT FFO.

•

Net Operating Income (“NOI”) is the sum of base rent, percentage rent, recoveries from tenants, other lease income, and other property income, less operating and maintenance expenses, real estate taxes, ground rent, and uncollectible lease income. NOI excludes straight-line rental income and expense, above and below market rent and ground rent amortization, tenant lease inducement amortization, and other fees. We also provide disclosure of NOI excluding termination fees, which excludes both termination fee income and expenses.

•

A Non-Same Property is any property, during either calendar year period being compared, that was acquired, sold, a Property in Development, a Development Completion, or a property under, or being positioned for, significant redevelopment that distorts comparability between periods. Non-retail properties and corporate activities, including the captive insurance program, are part of Non-Same Property.

~~Net Operating Income ("NOI")~~ ~~is the sum of base rent, percentage~~

•

Operating EBITDAre begins with NAREIT EBITDAre and excludes certain non-cash components of earnings derived from above and below market rent amortization and straight-line rents. We provide a reconciliation of Net income to NAREIT EBITDAre to Operating EBITDAre.

•

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 ~~recoveries from tenants~~analysts in estimating our economic interest in our consolidated and other leasing and property income, less operating and maintenance expenses, real estate taxes, ground rent, and uncollectible lease income / provision for doubtful accounts. NOI excludes straight-line rental income and expense, above and below market rent and ground rent amortization, tenant lease inducement amortization, and other fees. The Company also provides disclosure of NOI excluding termination fees, which excludes both termination fee income and expenses.

A ~~Non-Same Property~~ is a property acquired, sold, or a Development Completion during either calendar year period being compared. Non-retail properties and corporate activities, including the captive insurance program, are part of Non-Same Property.

~~Operating EBITDAre (previously Adjusted EBITDA)~~ ~~begins~~unconsolidated partnerships, when read in conjunction with the ~~NAREIT EBITDA~~re ~~and excludes certain non-cash components of earnings derived from above and below market rent amortization and straight-line rents.~~

~~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.~~

Company’s reported results under GAAP. We ~~manage our entire real estate portfolio without regard to ownership structure, although certain decisions impacting properties owned through partnerships require partner approval. Therefore, we~~ believe presenting our ~~pro-rata~~Pro-rata share of assets, liabilities, operating results, and certain ~~operating~~ metrics, along with other ~~non-GAAP~~non GAAP measures, makes comparisons of other REITs' operating results to ~~the Company's~~ours more meaningful.

The ~~pro-rata~~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 investment partnerships, and the ~~pro-rata~~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~~Pro-rata share.

The presentation of ~~pro-rata~~Pro-rata information has limitations which include, but are not limited to, the following:

The amounts shown on the individual line items were derived by applying our overall economic ownership interest percentage determined when applying the equity method of accounting or allocating noncontrolling interests, and do not necessarily represent our legal claim to the assets and liabilities, or the revenues and expenses; and

Other companies in our industry may calculate their Pro-rata interest differently, limiting the comparability of Pro-rata information.

~~Other companies in our industry may calculate their pro-rata interest differently, limiting the comparability of pro-rata information.~~

Because of these limitations, the ~~pro-rata~~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~~Pro-rata information as a supplement.

•

Property In Development includes properties in various stages of ground-up development.

~~Property In Development~~ ~~includes properties in various stages of development and redevelopment including active pre-development activities.~~

•

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.

A ~~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.~~

•

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 all developments and Non-Same Properties.~~

•

Same Property is a Retail Operating Property that was owned and operated for the entirety of both calendar year periods being compared. This term excludes Properties in Development, prior year Development Completions, and Non-Same Properties. Properties in Redevelopment are included unless otherwise indicated.

Overview of Our Strategy

Regency Centers Corporation began its operations as a publicly-traded REIT in 1993, and as of March 31, ~~2019,~~2020, had full or partial ownership interests in ~~419~~416 retail properties primarily anchored by market leading grocery stores. Our properties are principally located in affluent and infill trade areas of the United States, and contain ~~52.6~~52.2 million square feet ~~("SF"~~(“SF”) of gross leasable area ~~("GLA"~~(“GLA”). All of our operating, investing, and financing activities are performed through our Operating Partnership, Regency Centers, L.P., our wholly-owned subsidiaries, and through our co-investment partnerships.

As of March 31, ~~2019,~~2020, the Parent Company owns approximately ~~99.8%~~99.6% of the outstanding common partnership units of the Operating Partnership.

Our mission is to be the preeminent national owner, operator, and developer of shopping centers, ~~connecting~~creating places that provide a thriving environment for outstanding retailers and service providers to connect with the surrounding neighborhoods and communities.

Our goals are to:

•

Own and manage a portfolio of high-quality neighborhood and community shopping centers anchored by market leading grocers and located in affluent suburban and near urban trade areas in the country’s most desirable metro areas. We expect that this combination will produce 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;

•

Maintain an industry leading and disciplined development and redevelopment platform to deliver exceptional retail centers at higher returns as compared to acquisitions;

•

Support our business activities with a conservative capital structure, including a strong balance sheet;

•

Attain best-in-class environmental, social, and governance practices;

•

Engage an exceptional and diverse team that is guided by our strong values and special culture, while fostering an environment of innovation and continuous improvement; and

•

Increase earnings per share and dividends and generate total returns at or near the top of our shopping center peers.

COVID-19 Pandemic

On March 11, 2020, a novel coronavirus disease (“COVID-19”) was declared a pandemic (“COVID-19 pandemic”) by the World Health Organization as the disease spread throughout the world. During March 2020, COVID-19 began to appear in and spread throughout the United States and active measures to prevent the spread of the virus were initiated, focused on social distancing practices. We have long had a business continuity and disaster recovery plan which has been successfully implemented in the ~~country’s most desirable metro areas.~~past in response to hurricanes. Our prior investments in our business continuity and disaster recovery plan are allowing us to continue operating during the COVID-19 pandemic as our employees practice social distancing by working safely from home, as their roles permit. We have been and expect ~~that this combination~~to continue to be able to maintain our financial reporting systems as well as our internal control environment over our financial reporting and disclosure controls and procedures. We will ~~produce highly desirable~~make necessary adjustment to our plans as circumstances evolve. Additionally, we will be following CDC guidelines and ~~attractive centers with best-in-class retailers. These centers should command higher rental~~considering best practices as we develop and ~~occupancy rates~~implement our plans for reopening our offices to reasonably protect our people.

During March 2020, the virus continued to spread among more populated cities and communities in the United States resulting in ~~excellent prospects~~federal, state and local government agencies issuing regulatory orders enforcing social distancing and limiting group gatherings in order to ~~grow~~further prevent the spread. While laws vary by state, generally, businesses deemed essential to the public are able to operate while non-essential businesses are not. Grocer tenants that anchor over 80% of our operating centers are considered essential businesses and the majority have remained open and operational to serve the residents of their communities. Many restaurants are also considered essential, although the social distancing and group gathering limitations generally prevent in-store or dine-in activity, forcing some of these retailers to evaluate alternate means of providing essential goods and services to the public or, like nonessential tenants, to close during this pandemic.

Our financial results for the period ending March 31, 2020 have been significantly impacted by the COVID-19 pandemic resulting in a Net Loss attributable to common stockholders, including a Goodwill impairment charge, and reductions in our non-GAAP performance measures, from changes in expected collectibility of Lease income. On March 30, 2020, we withdrew our fiscal 2020 guidance previously provided on February 12, 2020, and during March, further strengthened our liquidity position through the settlement of our 2019 forward equity sales under our ATM program at a weighted average sales price of $67.99 per share generating $125.8 million in net ~~operating income ("NOI");~~

~~Maintain an industry leading and disciplined development and redevelopment platform to deliver exceptional retail centers at higher returns as compared to acquisitions;~~

~~Support our business activities~~proceeds together with a ~~strong balance sheet;~~line draw of $500 million. The profitability of our properties depends, in part, on the willingness of customers to visit our tenants’ businesses. Although our tenant base includes essential businesses, such as grocery stores, which have been able to continue to operate and

serve their customers, many non-essential businesses are experiencing significant declines in customer traffic or have temporarily closed their stores in reaction to government regulatory orders or overall

~~Engage~~

efforts to support social distancing. The effects from store closures and social distancing practices could have a ~~talented, dedicated team~~significant adverse financial impact to certain of ~~employees, who~~our non-essential business tenants, including our tenants’ ability to pay their rent obligations. The COVID-19 pandemic is rapidly evolving, making the broader implications on our future results of operations and overall financial performance uncertain at this time. While much of our lease income is derived from contractual rent payments, our tenants’ ability to meet their lease obligations may be significantly impacted by the disruptions and uncertainties of the COVID-19 pandemic. The duration and severity of the health crisis in the United States and the speed at which the country, states and localities are ~~guided by Regency’s strong values~~able to safely re-open will significantly impact the overall economy, our retail tenants, and ~~special culture, which are aligned with shareholder interests.~~

therefore our results of operations. As such, the effects of the COVID-19 pandemic will not be fully reflected in our results of operations and overall financial position until future periods and could result in a materially adverse impact to our financial condition and results of operations. See also Part II, Item 1A. Risk Factors for further discussion.

Executing on our Strategy

During the three months ended March 31, ~~2019:~~

2020:

We had Net (loss) income attributable to common stockholders of ~~$90.4~~$(25.3) million, including a $132.1 million Goodwill impairment charge, as compared to ~~$52.7~~$90.4 million during the three months ended March 31, ~~2018.~~

~~We sustained~~2020 and 2019, respectively.

Our same property ~~NOI growth:~~NOI:

•

Our pro-rata same property NOI, excluding termination fees, declined 0.7%, primarily attributable to uncollectible Lease income in this current COVID-19 pandemic environment.

~~We achieved pro-rata same property NOI growth, excluding termination fees, of 2.9%.~~

•

We executed 373 new and renewal leasing transactions representing 1.4 million pro-rata SF, with trailing twelve month rent spreads of 7.4% on comparable retail operating property spaces.

~~We executed 289 leasing transactions representing 1.0 million pro-rata SF of new and renewal leasing, with trailing twelve month rent spreads of 8.4% on comparable retail operating property spaces.~~

•

At March 31, 2020, our total property portfolio was 94.5% leased, while our same property portfolio was 95.0% leased.

~~At March 31, 2019, our total property portfolio was 94.6% leased, while our same property portfolio was 95.0% leased.~~

We continued our development and redevelopment of high quality shopping centers at attractive returns on investment:

•

We started one redevelopment and completed four redevelopments.

~~We started two new redevelopments representing a total pro-rata project investment of $13.5 million upon completion, with a weighted average projected return on investment of 6.4%.~~

•

Including these projects, a total of 19 properties were in process of development or redevelopment.

~~Including the two new redevelopment projects, a total of 21 properties were in the process of development or redevelopment, representing a pro-rata investment upon completion of $403.3 million.~~

•

Due to the impacts of the COVID-19 pandemic, in-process projects in certain markets have stopped or have slowed significantly due to municipal orders requiring persons not engaged in essential business to remain at home or due to health concerns and labor limitations. We are continuing to assess the impact of these delays to our in-process projects as well as the feasibility of our pipeline projects and non-essential capital expenditures in order to prioritize cash flow, increase liquidity, and preserve financial flexibility.

We maintained a conservative balance sheet providing liquidity and financial flexibility to respond to these uncertain economic times and to cost effectively fund investment opportunities and debt maturities:

•

During March, we settled our forward equity sales under our ATM program that we entered into during 2019 by delivering 1,894,845 shares of common stock and receiving $125.8 million in net proceeds. We expect to use these proceeds for working capital and general corporate purposes.

On March 6, 2019, the Company issued $300 million of 4.65% senior unsecured public notes, which mature in March 2049, using the proceeds to repay $39.5 million of mortgage debt with an interest rate of 7.3% and to repay $250 million of 4.8% senior unsecured notes due April 2021. This offering further enhanced our financial flexibility and increased the duration of our average maturities to over 10 years while maintaining our weighted average interest rate.

•

We drew an additional $500 million on our Line to further strengthen our financial position and balance sheet, to enhance our financial liquidity, and to provide financial flexibility to continue our business initiatives amid the evolving effects of the COVID-19 pandemic.

~~At March 31, 2019, our annualized net debt-to-operating EBITDA~~re ~~ratio on a pro-rata basis was 5.3x.~~

•

At March 31, 2020, our annualized net debt-to-operating EBITDAre ratio on a pro-rata basis was 5.3x.

Property Portfolio

The following table summarizes general information related to the Consolidated Properties in our portfolio:

(GLA in thousands)	March 31, 2020		December 31, 2019
Number of Properties	301		303
Properties in Development and Redevelopment	14		16
GLA		37,274		37,556
% Leased – Operating and Development	94.4%		94.7%
% Leased – Operating	94.6%		94.9%
Weighted average annual effective rent per square foot ("PSF"), net of tenant concessions.	$22.50		$22.38

(GLA in thousands) March 31, 2019 December 31, 2018
Number of Properties 302 305
Properties in Development 6 6
GLA 37,393 37,946
% Leased – Operating and Development 94.4% 95.5%
% Leased – Operating 94.7% 95.9%
Weighted average annual effective rent per square foot ("PSF"), net of tenant concessions. $21.67 $21.51

The following table summarizes general information related to the Unconsolidated Properties owned in co-investment partnerships in our portfolio:

(GLA in thousands)	March 31, 2020		December 31, 2019
Number of Properties		115		116
Properties in Development and Redevelopment		5		6
GLA		14,952		15,050
% Leased – Operating and Development	95.0%		95.2%
% Leased –Operating	95.0%		95.2%
Weighted average annual effective rent PSF, net of tenant concessions	$21.94		$21.69

(GLA in thousands) March 31, 2019 December 31, 2018
Number of Properties 117 120
Properties in Development 2 2
GLA 15,211 15,622
% Leased – Operating and Development 95.4% 95.4%
% Leased –Operating 95.7% 95.7%
Weighted average annual effective rent PSF, net of tenant concessions $21.26 $21.46

For the purpose of the following disclosures of occupancy and leasing activity, ~~"anchor space"~~“anchor space” is considered space greater than or equal to 10,000 SF and ~~"shop space"~~“shop space” is less than 10,000 SF. The following table summarizes pro-rata occupancy rates of our combined Consolidated and Unconsolidated shopping center portfolio:

	March 31, 2020	December 31, 2019
% Leased – All Properties	94.5%	94.8%
Anchor space	96.9%	97.3%
Shop space	90.4%	90.6%

March 31, 2019 December 31, 2018
% Leased – All Properties 94.6% 95.6%
Anchor space 96.9% 98.4%
Shop space 90.5% 90.9%

~~The~~

During the COVID-19 pandemic, there have been a number of tenants in our properties either required or electing to temporarily close. Some of these tenants may be unable to sustain their business in this environment and may be unable to re-open. As such, our occupancy rates could decline in ~~anchor space percent leased is primarily attributable~~future periods as the pandemic continues to ~~the closure of one Sears and one K-Mart location as a result of the Sears bankruptcy filing.~~

impact our tenants.

The following table summarizes leasing activity, including our pro-rata share of activity within the portfolio of our co-investment partnerships:

	Three months ended March 31, 2020
	Leasing Transactions		SF (in thousands)		Base Rent PSF		Tenant Allowance and Landlord Work PSF		Leasing Commissions PSF
Anchor Leases
New		4		45	$	15.39	$	9.79	$	9.65
Renewal		25		742		14.68		0.25		0.48
Total Anchor Leases		29		787	$	14.72	$	0.80	$	1.01
Shop Space
New		93		161	$	36.76	$	39.14	$	11.38
Renewal		251		468		31.16		1.11		0.60
Total Shop Space Leases		344		629	$	32.59	$	10.84	$	3.36
Total Leases		373		1,416	$	22.67	$	5.26	$	2.06

	Three months ended March 31, 2019
	Leasing Transactions		SF (in thousands)		Base Rent PSF		Tenant Allowance and Landlord Work PSF		Leasing Commissions PSF
Anchor Leases
New		3		75	$	14.80	$	42.63	$	4.47
Renewal		20		445		12.80		0.26		0.08
Total Anchor Leases		23		520	$	13.09	$	6.36	$	0.71
Shop Space
New		86		147	$	33.78	$	27.49	$	7.63
Renewal		180		334		32.29		1.72		0.49
Total Shop Space Leases		266		481	$	32.75	$	9.59	$	2.67
Total Leases		289		1,001	$	22.54	$	7.91	$	1.65

Three months ended March 31, 2019

Leasing
Transactions ⁽¹⁾
SF (in thousands)
Base Rent
PSF

Tenant Allowance and Landlord Work
PSF

Leasing Commissions
PSF
Anchor Leases
New 3 75 $ 14.80
$ 42.63
$ 4.47
Renewal 20 445 $ 12.80
$ 0.26
$ 0.08
Total Anchor Leases ⁽¹⁾
23 520 $ 13.09
$ 6.36
$ 0.71
Shop Space
New 86 147 $ 33.78
$ 27.49
$ 7.63
Renewal 180 334 $ 32.29
$ 1.72
$ 0.49
Total Shop Space Leases ⁽¹⁾
266 481 $ 32.75
$ 9.59
$ 2.67
Total Leases 289 1,001 $ 22.54
$ 7.91
$ 1.65

⁽¹⁾ Number of leasing transactions reported at 100%; all other statistics reported at pro-rata share.

Three months ended March 31, 2018

Leasing
Transactions ^(1,2)
SF (in thousands)
Base Rent
PSF

Tenant Allowance and Landlord Work
PSF

Leasing Commissions
PSF
Anchor Leases
New 6 78 $ 24.54
$ 26.11
$ 9.89
Renewal 15 313 $ 14.21
$ 0.16
$ 0.47
Total Anchor Leases ⁽¹⁾
21 391 $ 16.27
$ 5.32
$ 2.34
Shop Space
New 109 178 $ 31.40
$ 25.11
$ 14.06
Renewal 223 397 $ 32.61
$ 0.79
$ 2.12
Total Shop Space Leases ⁽¹⁾
332 575 $ 32.24
$ 8.31
$ 5.81
Total Leases 353 966 $ 25.78
$ 7.10
$ 4.41

⁽¹⁾ Number of leasing transactions reported at 100%; all other statistics reported at pro-rata share.

The weighted average base rent on signed shop space leases during ~~2019~~2020 was ~~$32.75 and exceeds~~$32.59, which is less than the weighted average annual base rent of all shop space leases due to expire during the next 12 months of ~~$31.50~~$33.43 PSF. ~~In the anchor category, base rent PSF on new leases decreased due to the limited volume and geographic location of anchor deals in 2019 as compared to 2018.~~ On a comparable basis, new ~~anchor deal~~and renewal rent spreads were ~~positive.~~

positive for anchor and shop space leases.

Since the COVID-19 pandemic impacted the United States, new leasing activity has significantly declined as businesses delay executing leases amidst the immediate and uncertain future economic impacts. This, coupled with potential retail failures, may result in decreased demand for retail space in our centers, which could result in pricing pressure on base rent. Additionally, with the delays in construction for tenant improvements due to shelter-in-place orders, it may take longer before new tenants are able to open and commence rent payments.

Significant Tenants and Concentrations of Risk

We seek to reduce our operating and leasing risks through geographic diversification and by avoiding dependence on any single property, market, or tenant. ~~The~~Based on their percentage of annualized base rent, the following table summarizes our most significant tenants, ~~based on their percentage~~ of ~~annualized base rent:~~which the top four are all grocers and considered essential businesses in this current COVID-19 pandemic environment:

	March 31, 2020
Tenant	Number of Stores		Percentage of Company- owned GLA ⁽¹⁾	Percentage of Annualized Base Rent ⁽¹⁾
Publix		68	6.6%	3.3%
Kroger		56	6.7%	3.0%
Albertsons Companies		46	4.3%	2.8%
Whole Foods		34	2.5%	2.5%
TJX Companies		63	3.2%	2.5%

⁽¹⁾

Includes Regency's pro-rata share of Unconsolidated Properties and excludes those owned by anchors.

March 31, 2019
Grocery Anchor
Number of
Stores

Percentage of
Company-
owned GLA ⁽¹⁾

Percentage of
Annualized
Base Rent ⁽¹⁾
Publix 70 6.6% 3.3%
Kroger 56 6.7% 3.1%
Albertsons Companies 46 4.3% 2.8%
Whole Foods 32 2.5% 2.5%
TJX Companies 59 3.0% 2.4%

⁽¹⁾ Includes Regency's pro-rata share of Unconsolidated Properties and excludes those owned by anchors.

Bankruptcies and Credit Concerns

The impact of bankruptcies may increase significantly if tenants occupying our centers are unable to withstand and recover from the disruptions caused by the COVID-19 pandemic, which could materially adversely impact Lease income and could result in greater legal expenses within General and administrative expenses. Our management team devotes significant time to researching and monitoring retail trends, consumer preferences, customer shopping behaviors, changes in retail delivery methods, shifts to e-commerce, and changing demographics in order to anticipate the challenges and opportunities impacting the retail industry. AAmidst the COVID-19 pandemic there is a greater ~~shift~~focus on whether tenants are considered essential and non-essential retail, which for now directly impacts the retailer’s ability to ~~e-commerce, large-scale retail business failures,~~operate and ~~tight~~generate sufficient cash flows to meet their operating expenses, including lease payments. Tight credit markets could negatively impact consumer spending and, along with large-scale business failures, have an adverse effect on our results offrom operations. We seek to mitigate these potential impacts through tenant diversification, replacing weaker tenants with stronger operators, anchoring our centers with market leading grocery stores that drive ~~foot~~customer traffic, and maintaining a presence in affluent suburbs and dense infill trade areas. ~~As a result of our research and findings,~~During the COVID-19 pandemic, we may ~~reduce new leasing, suspend leasing,~~also agree to defer or ~~curtail allowances~~abate rent for ~~construction of leasehold improvements within a~~ certain ~~retail category or to a specific retailer in order to reduce our risk from bankruptcies and store closings.~~

tenants impacted by temporary closures.

We closely monitor the operating performance and rent collections of tenants in our shopping centers as well as those retailers experiencing significant changes to their business models as a result of reduced customer traffic in their stores and increased competition from e-commerce sales. Retailers who are unable to withstand these and other business pressures, such as significant cash flow declines or debt maturities, may file for bankruptcy. As a result of our research and findings, we may reduce new leasing, suspend leasing, or curtail allowances for construction of leasehold improvements within certain retail categories or to a specific retailer in order to reduce our risk from bankruptcies and store closings.

Although base rent is supported by long-term lease contracts, tenants who file 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, 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 ~~recover~~adjudicate our claim and to release the vacated space. In the event that a tenant with a significant number of leases in our shopping centers files bankruptcy and cancels its leases, we could experience a significant reduction in our revenues. ~~Tenants~~As of March 31, 2020, tenants who are currently in bankruptcy and continue to occupy space in our shopping centers ~~at March 31, 2019~~ represent an aggregate of ~~0.2%~~0.4% of our annual base rent on a pro-rata ~~basis.~~

basis and we anticipate this could increase in future periods depending on the length and severity of the COVID-19 pandemic impacts.

Results from Operations

COVID-19 Pandemic: three months ended March 31, 2020 and 2019

The health crisis caused by the COVID-19 pandemic in the United States, and resulting economic disruption, is a rapidly evolving situation. Our country’s efforts have been focused on addressing the health crisis and encouraging or requiring social distancing to prevent the spread of the virus, through various forms of federal, state, and local government actions. While laws vary by state, generally, businesses deemed essential to the public are able to operate while non-essential businesses are not. Grocer tenants that anchor over 80% of our operating centers are considered essential businesses and the majority have remained open and operational to serve the residents of their communities. Many restaurants are also considered essential, although the social distancing and group gathering limitations generally prevent in-store or dine-in activity, forcing some of these retailers to evaluate alternate means of providing essential goods and services to the public or, like nonessential tenants, closing during this pandemic. This may result in certain tenants requesting rent relief from monthly rent obligations during the pandemic closures and even renegotiating future rents based on changes to the economic environment, while some tenants may be unable to reopen.

The broader and longer-term implications of COVID-19 on our future results of operations and overall financial performance are uncertain at this time. For the most part, our tenants pay monthly rental payments due at the beginning of the month, which were received as normal for March before the COVID-19 pandemic spread through the United States. The impact of this COVID-19 pandemic is expected to be greater in future quarterly periods in 2020. All adjustments considered necessary to reflect the current estimated economic impact of this COVID-19 pandemic to our results of operations have been reflected herein.

Comparison of the three months ended March 31, ~~2019~~2020 and ~~2018:~~

2019:

Our revenues ~~increased~~changed as summarized in the following table:

	Three months ended March 31,
(in thousands)	2020		2019		Change
Lease income	$	274,537		277,303		(2,766	)
Other property income		2,305		1,982		323
Management, transaction, and other fees		6,816		6,972		(156	)
Total revenues	$	283,658		286,257		(2,599	)

Three months ended March 31,
(in thousands) 2019 2018 Change
Lease income ⁽¹⁾
$ 277,303
267,510
9,793
Other property income 1,982
2,025
(43 )
Management, transaction, and other fees 6,972
7,158
(186 )
Total revenues $ 286,257
276,693
9,564

⁽¹⁾~~As discussed in Note 1 to the Consolidated Financial Statements, Regency adopted ASC Topic 842,~~ ~~Leases~~, using the modified retrospective adoption method as of January 1, 2019, and elected to apply the transition provisions of the standard at the beginning of the period of adoption. As such, the prior period amounts prepared and presented under the former ASC Topic 840, ~~Leases~~, were not restated, but were reclassified to conform with the current year presentation. Part of the practical expedients in ASC Topic 842 allow management to avoid separating lease and non-lease components of

Lease income therefore all lease income earned pursuant to tenant leases, including recoveries from tenants and percentage rent, in 2019 and as reclassified for 2018, is reflected in Lease income in the accompanying Consolidated Statements of Operations.

~~Lease income increased $9.8~~decreased $2.8 million, driven by the following contractually billable components of rent to the tenants per the lease agreements:

$4.5 million decrease in Straight-line rent driven primarily from additional uncollectible lease income and partially by the timing of contractual rent steps. This COVID-19 pandemic has been most impactful to those tenants of ours considered non-essential, even more so to those struggling before the pandemic. The current economic environment has resulted in changes in our expectations of earning future rent steps previously recognized through straight line rent, resulting in a charge to earnings of $3.9 million for uncollectible straight line rent.

$3.2 million decrease due to an increase in Uncollectible lease income, driven by changes in collection expectations of our lease income due to the expected impact of the COVID-19 pandemic to our tenants.

$574,000 net decrease in Above and below market rent accretion as follows:

•

$2.6 million increase from same properties driven by timing of lease term modification; offset by

•

$3.2 million decrease from the sale of operating properties.

$~~5.0~~2.8 million increase from billable ~~base~~Base rent, as follows:

•

$604,000 increase from rent commencing at development properties;

•

$3.4 million increase from acquisitions of operating properties; and

•

$2.0 million net increase from same properties due to increases from rent steps in existing leases and rental rate growth, offset by decreases related to the timing of various redevelopments and the loss of rents from bankruptcies, offset by

•

$3.2 million decrease from the sale of operating properties.

$~~4.6~~2.2 million ~~increase from rent commencing at development properties;~~

~~$1.0 million increase from acquisitions of operating properties; and~~

~~$5.4 million increase from same properties due to rental rate growth on new and renewal leases, rent steps in existing leases, and rent commencements,~~

~~reduced by $6.0 million from the sale of operating properties.~~

~~$2.3 million~~net increase from billable Recoveries from tenants, which represent amounts contractually billable to tenants per the terms of the ~~leases~~lease for their reimbursements to us for the ~~tenants'~~tenants’ pro-rata share of the operating, maintenance, and real estate tax expenses that we incur to operate our shopping centers. Recoveries from tenants increased, on a net basis, as follows:

•

$1.5 million increase from acquisitions of operating properties and rent commencing at development properties; and

~~$1.5 million increase from rent commencing at development properties;~~

•

$1.4 million increase from same properties due to $782,000 increase in CAM recoveries and $652,000 increase in real estate tax recoveries, both driven by an increase in recoverable costs; offset by

•

$798,000 decrease from the sale of operating properties.

$~~362,000~~519,000 increase ~~from acquisitions of operating properties; and~~

~~$2.1 million increase from same properties due to a $2.5 million increase in real estate recoveries offset by a $0.4 million decrease in CAM recoveries;~~

~~reduced by $1.7 million from the sale of operating properties.~~

~~$632,000 decrease in Percentage rent primarily due to timing of tenant sales reporting.~~

~~$5.0 million increase in Above and below market rent amortization within our same property portfolio, primarily driven by accelerated amortization related to 2019 tenant move-outs.~~

~~$1.0 million decrease~~ in Other lease income from ~~lower~~higher lease termination fees and ~~assignment fees.~~

~~$0.9 million decrease from uncollectible lease income. Beginning with the adoption of ASC 842,~~ ~~Leases, on January 1, 2019, uncollectible~~Percentage rent.

Future lease income ~~is recorded~~could be impacted by ongoing negotiations to assist tenants with their ability to remain operational as ~~a direct charge against Lease income. The uncollectible lease income was $0.9 million during~~this pandemic subsides. These may take the ~~three months ended March 31, 2019, as compared to $1.2 million~~form of ~~Provision for doubtful accounts during the three months ended March 31, 2018, which is included in Other operating expenses in the accompanying Consolidated Statements of Operations.~~

rent deferrals or abatements, among other possible agreements.

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

	Three months ended March 31,
(in thousands)	2020		2019		Change
Depreciation and amortization	$	89,295		97,194		(7,899	)
Operating and maintenance		42,369		40,638		1,731
General and administrative		13,705		21,300		(7,595	)
Real estate taxes		35,887		34,155		1,732
Other operating expenses		1,337		1,134		203
Total operating expenses	$	182,593		194,421		(11,828	)

Three months ended March 31,
(in thousands) 2019 2018 Change
Depreciation and amortization $ 97,194
88,525
8,669
Operating and maintenance 40,638
42,516
(1,878 )
General and administrative 21,300
17,606
3,694
Real estate taxes 34,155
30,425
3,730
Provision for doubtful accounts ⁽¹⁾
—
1,195
(1,195 )
Other operating expenses 1,134
437
697
Total operating expenses $ 194,421
180,704
13,717
⁽¹⁾ Beginning with the adoption of ASC 842, Leases, on January 1, 2019, uncollectible lease income is a direct charge against Lease income, which totaled $0.9 million during the three months ended March 31, 2019.

Depreciation and amortization costs decreased, on a net basis, as follows:

•

$1.3 million increase as we began depreciating costs at development properties where tenant spaces were completed and became available for occupancy; and

•

$1.6 million increase from acquisitions of operating properties and corporate assets; offset by

•

$8.3 million decrease from same properties, primarily attributable to additional 2019 depreciation and amortization at redevelopment properties and for early tenant move-outs; and

•

$2.5 million decrease from the sale of operating properties.

Operating and maintenance costs increased, on a net basis, as follows:

•

$457,000 increase from operations commencing at development properties;

~~$2.1 million increase as we began depreciating costs at development properties where tenant spaces were completed~~

•

$862,000 increase from acquisitions of operating properties; and

•

$1.0 million net increase from same properties driven primarily by increases in insurance premiums, waste removal and management fee expenses; offset by

•

$557,000 decrease from the sale of operating properties.

General and ~~became available for occupancy;~~

~~$763,000 increase from acquisitions of operating properties and corporate assets; and~~

~~$8.9 million increase from same properties, primarily attributable to additional depreciation at redevelopment properties;~~

~~reduced by $3.1 million decrease from the sale of operating properties.~~

~~Operating and maintenance~~administrative costs decreased, on a net basis, as follows:

•

$6.6 million decrease in the value of participant obligations within the deferred compensation plan, attributable to changes in market values of those investments, reflected within Net investment income; and

~~$1.7 million increase from operations commencing at development properties; offset~~

•

$1.0 million decrease in compensation costs primarily driven by lower incentive compensation.

~~$775,000 decrease is primarily due to a $1.2 million decrease related to hail storm losses incurred in 2018 offset by $400,000 increase from the acquisition of operating properties;~~

~~$1.6 million decrease from same properties primarily attributable to a decrease in snow removal costs; and~~

~~$1.2 million decrease from the sale of operating properties.~~

~~General and administrative increased, on a net basis, as follows:~~

~~$2.0 million net increase in compensation-related costs, primarily due to appreciation in the value of participant obligations within the deferred compensation plan; and~~

~~$1.7 million increase due to eliminating capitalization of non-contingent internal leasing costs and legal costs associated with leasing activities upon the adoption of ASC 842,~~ ~~Leases, on January 1, 2019.~~

Real estate taxes increased, on a net basis, as follows:

•

$839,000 increase from acquisitions of operating properties and from development properties where capitalization ceased as tenant spaces became available for occupancy; and

~~$1.0 million increase from development properties where capitalization ceased as tenant spaces became available for occupancy;~~

•

$1.4 million increase within the same property portfolio from changes in assessed values across our portfolio; offset by

~~$309,000 increase from acquisitions of operating properties; and~~

~~$3.1 million increase within the same property portfolio from increased tax assessments;~~

~~reduced by $719,000 from the sale of operating properties.~~

~~Provision for doubtful accounts was $1.2 million during the three months ended March 31, 2018. Beginning with the adoption of ASC 842,~~ ~~Leases~~, on January 1, 2019, uncollectible lease income is a direct charge against Lease income. The uncollectible lease income was $0.9 million during the three months ended March 31, 2019, as compared to $1.2 million of Provision for doubtful accounts during the three months ended March 31, 2018.

•

$481,000 decrease from the sale of operating properties.

~~Other operating expenses increased $697,000, attributable to an increase in taxes, legal, and abandoned pursuit costs recognized in 2019.~~

The following table presents the components of other expense (income):

	Three months ended March 31,
(in thousands)	2020			2019			Change
Interest expense, net
Interest on notes payable	$	34,566			32,513			2,053
Interest on unsecured credit facilities		2,937			4,543			(1,606	)
Capitalized interest		(1,175	)		(1,015	)		(160	)
Hedge expense		1,650			2,115			(465	)
Interest income		(542	)		(404	)		(138	)
Interest expense, net	$	37,436			37,752			(316	)
Goodwill impairment		132,128			—			132,128
Provision for impairment of real estate, net of tax		784			1,672			(888	)
Gain on sale of real estate, net of tax		(38,005	)		(16,490	)		(21,515	)
Early extinguishment of debt		—			10,591			(10,591	)
Net investment loss (income)		4,923			(2,354	)		7,277
Total other expense (income)	$	137,266			31,171			106,095

Three months ended March 31,
(in thousands) 2019 2018 Change
Interest expense, net
Interest on notes payable $ 32,513
32,968
(455 )
Interest on unsecured credit facilities 4,543
4,288
255
Capitalized interest (1,015 ) (2,179 ) 1,164
Hedge expense 2,115
2,102
13
Interest income (404 ) (394 ) (10 )
Interest expense, net $ 37,752
36,785
967
Provision for impairment, net of tax 1,672
16,054
(14,382 )
Gain on sale of real estate, net of tax (16,490 ) (96 ) (16,394 )
Early extinguishment of debt 10,591
162
10,429
Net investment income (2,354 ) (32 ) (2,322 )
Total other expense (income) $ 31,171
52,873
(21,702 )

The ~~$1.0~~change in Interest on notes payable and Interest on unsecured credit facilities results from the 2019 repayment of a $300 million ~~net increase in total interest expense is driven by $1.2~~term loan using proceeds from a $300 million ~~increase~~senior unsecured note issuance.

During the three months ended March 31, 2020, we recognized $132.1 million of Goodwill impairment, due to the significant market and economic impacts of the COVID-19 pandemic. The market disruptions triggered evaluation of reporting unit fair values for goodwill impairment. Of our 269 reporting units with goodwill, 87 reporting units were determined to have fair values lower ~~capitalization~~than carrying value. As such, goodwill impairment losses totaling $132.1 million were recognized for the amount that the carrying amount of ~~interest based~~the reporting unit, including goodwill, exceeded its fair value, limited to the total amount of goodwill allocated to that reporting unit.

During the three months ended March 31, 2020, we recognized provision for impairment of real estate of $784,000 on ~~the size~~one operating property and ~~progress of development and redevelopment projects in process.~~

one land parcel. During the three months ended March 31, 2019 we recognized $1.7 million of impairment losses on two operating ~~properties which were sold.~~ properties.

During the three months ended March 31, ~~2018,~~2020, we recognized ~~$16.1~~gains of $38.0 million upon the sale of ~~impairment losses on~~one land parcel, two operating properties, ~~both~~receipt of ~~which have been sold.~~

property insurance proceeds, and the re-measurement gain from the acquisition of controlling interest in a previously held equity investment. During the three months ended March 31, 2019, we ~~sold 2~~recognized gains of $16.5 million from the sale of two land parcels, two operating properties, and ~~2 land parcels for gains totaling $16.5 million.~~

receipt of property insurance proceeds.

During the three months ended March 31, 2019, we ~~early~~ redeemed ~~the $250 million 4.8% senior~~ unsecured notes and repaid one mortgage, all prior to original maturity, resulting in $10.6 million of debt extinguishment costs. ~~During the same period in 2018, we modified our Line, resulting in $162,000 of debt extinguishment costs.~~

Net investment ~~income increased $2.3~~loss (income) decreased $7.3 million primarily driven by changes in unrealized gains and losses of plan assets held in the non-qualified deferred compensation plan.

There is an offsetting adjustment in General and administrative costs related to participant obligations within the deferred compensation plans.

Our equity in income of investments in real estate partnerships ~~increased~~decreased as follows:

		Three months ended March 31,
(in thousands)	Regency's Ownership	2020		2019		Change
GRI - Regency, LLC (GRIR)	40.00%	$	8,769		10,736		(1,967	)
New York Common Retirement Fund (NYC)	30.00%		174		271		(97	)
Columbia Regency Retail Partners, LLC (Columbia I)	20.00%		407		403		4
Columbia Regency Partners II, LLC (Columbia II)	20.00%		456		482		(26	)
Cameron Village, LLC (Cameron)	30.00%		310		256		54
RegCal, LLC (RegCal)	25.00%		338		2,619		(2,281	)
US Regency Retail I, LLC (USAA)	20.01%		282		255		27
Other investments in real estate partnerships ⁽¹⁾	18.38% - 50.00%		682		15,806		(15,124	)
Total equity in income of investments in real estate partnerships		$	11,418		30,828		(19,410	)

⁽¹⁾

Includes our investment in the Town and Country shopping center, which we owned 18.38% during 2019. In January 2020, we purchased an additional 16.62% interest, bringing our total ownership interest to 35%.

Three months ended March 31,
(in thousands) Regency's Ownership 2019 2018 Change
GRI - Regency, LLC (GRIR) 40.00% $ 10,736
7,518
3,218
New York Common Retirement Fund (NYC) 30.00% 271
(28 ) 299
Columbia Regency Retail Partners, LLC (Columbia I) 20.00% 403
238
165
Columbia Regency Partners II, LLC (Columbia II) 20.00% 482
464
18
Cameron Village, LLC (Cameron) 30.00% 256
244
12
RegCal, LLC (RegCal) 25.00% 2,619
436
2,183
US Regency Retail I, LLC (USAA) 20.01% 255
235
20
Other investments in real estate partnerships 18.38% - 50.00% 15,806
1,242
14,564
Total equity in income of investments in real estate partnerships $ 30,828
10,349
20,479

The ~~$20.5~~$19.4 million ~~increase~~decrease in our equity in income of investments in real estate partnerships is largely attributed to the ~~following changes:~~following:

•

$2.0 million decrease within GRI primarily due to the following:

$3.0 million decrease driven by additional gains recognized during 2019 on the sale of operating real estate, and

$800,000 decrease from higher uncollectible lease income attributable to the expected impact of the COVID-19 pandemic on tenants, offset by

$1.5 million of additional termination fee income earned during 2020;

•

$2.3 million decrease within RegCal primarily due to a $2.5 million gain recognized during 2019 on the sale of an operating property within the partnership; and

•

$15.1 million decrease within Other investments in real estate partnerships primarily due to a $15.0 million gain recognized during 2019 on the sale of a single operating property.

~~$3.2 million increase at GRIR due to a $3.0 million gain recognized during 2019 on the sale of an operating property within the partnership;~~

~~$2.2 million increase at RegCal due to a $2.5 million gain recognized during 2019 on the sale of an operating property within the partnership; and~~

$14.6 million increase within Other investments in real estate partnerships due to a $15.1 million gain recognized during 2019 on the sale of our ownership interest in a single operating property partnership.

The following represents the remaining components that comprised net income attributable to the common stockholders and unit holders:

	Three months ended March 31,
(in thousands)	2020			2019			Change
Net (loss) income	$	(24,783	)		91,493			(116,276	)
Income attributable to noncontrolling interests		(549	)		(1,047	)		498
Net (loss) income attributable to common stockholders	$	(25,332	)		90,446			(115,778	)
Net loss (income) attributable to exchangeable operating partnership units		115			(190	)		305
Net (loss) income attributable to common unit holders	$	(25,447	)		90,636			(116,083	)

Three months ended March 31,
(in thousands) 2019 2018 Change
Net income $ 91,493
53,465
38,028
Income attributable to noncontrolling interests (1,047 ) (805 ) (242 )
Net income attributable to common stockholders $ 90,446
52,660
37,786
Net income attributable to exchangeable operating partnership units 190
111
79
Net income attributable to common unit holders $ 90,636
52,771
37,865

Supplemental Earnings Information

We use certain non-GAAP performance measures, in addition to certain performance metrics determined under GAAP, as we believe these measures improve the understanding of the Company's operating results. We ~~manage~~believe these non-GAAP measures provide useful information to our ~~entire real estate portfolio without regard~~Board of Directors, management and investors regarding certain trends relating to ~~ownership structure, although certain decisions impacting properties owned through~~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 partnerships, ~~require partner approval. Therefore, we~~when read in conjunction with the Company’s reported results under GAAP. We believe presenting our ~~pro-rata~~Pro-rata share of operating results, ~~regardless of ownership structure,~~ along with other non-GAAP measures, may assist in comparing the ~~Company's~~Company’s operating results to other REITs. We continually evaluate the usefulness, relevance, limitations, and calculation of our reported non-GAAP performance measures to determine how best to provide relevant information to the public, and thus such reported measures could change. See ~~"Defined Terms"~~“Non-GAAP Measures” at the beginning of this Management's Discussion and Analysis.

Pro-Rata Same Property NOI:

Our pro-rata same property NOI, excluding termination fees, changed from the following major components:

	Three months ended March 31,
(in thousands)	2020			2019			Change
Base rent ⁽¹⁾	$	211,345			209,182			2,163
Recoveries from tenants ⁽¹⁾		68,595			67,022			1,573
Percentage rent ⁽¹⁾		3,776			3,788			(12	)
Termination fees ⁽¹⁾		2,138			458			1,680
Uncollectible lease income		(3,593	)		(618	)		(2,975	)
Other lease income ⁽¹⁾		2,505			2,197			308
Other property income		1,588			1,543			45
Total real estate revenue		286,354			283,572			2,782
Operating and maintenance		42,051			40,740			1,311
Real estate taxes		38,387			37,101			1,286
Ground rent		2,599			2,748			(149	)
Total real estate operating expenses		83,037			80,589			2,448
Pro-rata same property NOI	$	203,317			202,983			334
Less: Termination fees		2,138			458			1,680
Pro-rata same property NOI, excluding termination fees	$	201,179			202,525			(1,346	)
Pro-rata same property NOI growth, excluding termination fees								-0.7	%

⁽¹⁾	Represents amounts included within Lease income in the accompanying Consolidated Statements of Operations that are contractually billable to the tenants per the terms of the lease agreements.

Three months ended March 31,
(in thousands) 2019 2018 Change
Base rent ⁽¹⁾
$ 211,025
205,282
5,743
Recoveries from tenants ⁽¹⁾
67,167
65,007
2,160
Percentage rent ⁽¹⁾
3,764
4,263
(499 )
Termination fees ⁽¹⁾
486
1,180
(694 )
Uncollectible lease income ⁽²⁾
(657 ) —
(657 )
Other lease income ⁽¹⁾
2,178
2,552
(374 )
Other property income 1,567
1,686
(119 )
Total real estate revenue 285,530
279,970
5,560
Operating and maintenance 40,749
42,342
(1,593 )
Real estate taxes 36,844
33,495
3,349
Ground rent 2,315
2,481
(166 )
Provision for doubtful accounts ⁽²⁾
—
1,141
(1,141 )
Total real estate operating expenses 79,908
79,459
449
Pro-rata same property NOI $ 205,622
200,511
5,111
Less: Termination fees 486
1,180
(694 )
Pro-rata same property NOI, excluding termination fees $ 205,136
199,331
5,805
Pro-rata same property NOI growth, excluding termination fees 2.9 %

⁽¹⁾ Represents amounts included within Lease income, in the accompanying Consolidated Statements of Operations and further discussed in Note 1, that are contractually billable to the tenants per the terms of the lease agreements
⁽²⁾ Beginning with the adoption of ASC 842, Leases, on January 1, 2019, uncollectible lease income is a direct charge against Lease income. Provision for doubtful accounts was included in Total real estate operating expenses during the three months ended March 31, 2018.

Billable Base rent increased $5.7 million during the three months ended March 31, 2019, driven by increases in rental rate growth on new and renewal leases, and contractual rent steps from leases, offset by fewer rent commencements.

~~Billable Recoveries from tenants~~ increased $2.2 million during the three months ended March 31, ~~2019, as a result of~~2020, driven by increases in ~~recoverable real estate taxes, as noted below.~~

~~Operating~~rent spreads and ~~maintenance expenses decreased~~contractual rent steps, offset by a decrease from bankruptcy impacts and from properties preparing for redevelopment.

Billable Recoveries from tenants increased $1.6 million during the three months ended March 31, ~~2019, primarily due to lower snow removal costs.~~

~~Real~~2020, as a result of changes in recoverable operating and maintenance costs and real estate taxes, as noted below.

Termination fees increased ~~$3.3~~$1.7 million during the three months ended March 31, ~~2019,~~2020, due to ~~higher real~~a termination fee from a single tenant at a property owned within one of our partnerships.

Uncollectible lease income increased $3.0 million during the three months ended March 31, 2020, due to changes in collection expectations of our lease income due to the expected impact of the COVID-19 pandemic on our tenants.

Operating and maintenance expenses increased $1.3 million during the three months ended March 31, 2020, due to increases in insurance premiums, waste removal, and management fee expense.

Real estate ~~tax assessments.~~

taxes increased $1.3 million during the three months ended March 31, 2020, due to changes in assessed values at properties across our portfolio.

Same Property Rollforward:

Our same property pool includes the following property count, pro-rata GLA, and changes therein:

	Three months ended March 31,
	2020						2019
(GLA in thousands)	Property Count			GLA			Property Count			GLA
Beginning same property count		396			40,525			399			40,866
Acquired properties owned for entirety of comparable periods		5			315			6			415
Developments that reached completion by beginning of earliest comparable period presented		3			553			3			358
Disposed properties		(2	)		(379	)		(7	)		(766	)
SF adjustments ⁽¹⁾		—			(1	)		—			32
Properties under or being repositioned for redevelopment		(3	)		(445	)		—			—
Ending same property count		399			40,568			401			40,905

⁽¹⁾

SF adjustments arise from remeasurements or redevelopments.

Three months ended March 31,
2019 2018
(GLA in thousands) Property Count GLA Property Count GLA
Beginning same property count 399
40,866
395
40,600
Acquired properties owned for entirety of comparable periods 6
415
7
917
Developments that reached completion by beginning of earliest comparable period presented 3
358
8
512
Disposed properties (7 ) (766 ) (1 ) (77 )
SF adjustments ⁽¹⁾
—
32
—
9
Ending same property count 401
40,905
409
41,961

⁽¹⁾ SF adjustments arise from remeasurements or redevelopments.

NAREIT FFO:

Our reconciliation of net income attributable to common stock and unit holders to NAREIT FFO is as follows:

	Three months ended March 31,
(in thousands, except share information)	2020			2019
Reconciliation of Net income to NAREIT FFO
Net (loss) income attributable to common stockholders	$	(25,332	)		90,446
Adjustments to reconcile to NAREIT FFO: ⁽¹⁾
Depreciation and amortization (excluding FF&E)		96,632			104,498
Goodwill impairment		132,128			—
Provision for impairment of real estate		784			1,672
Gain on sale of real estate, net of tax		(37,952	)		(37,052	)
Exchangeable operating partnership units		(115	)		190
NAREIT FFO attributable to common stock and unit holders	$	166,145			159,754

⁽¹⁾

Includes Regency's pro-rata share of unconsolidated investment partnerships, net of pro-rata share attributable to noncontrolling interest.

Three months ended March 31,
(in thousands, except share information) 2019 2018
Reconciliation of Net income to NAREIT FFO
Net income attributable to common stockholders $ 90,446
52,660
Adjustments to reconcile to NAREIT FFO:⁽¹⁾

Depreciation and amortization (excluding FF&E) 104,498
96,197
Provision for impairment to operating properties 1,672
16,054
Gain on sale of operating properties, net of tax (37,070 ) (102 )
Provision for impairment to land 18
—
Exchangeable operating partnership units 190
111
NAREIT FFO attributable to common stock and unit holders $ 159,754
164,920

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

Same Property NOI Reconciliation:

Our reconciliation of ~~property revenues and property expenses~~Net (loss) income attributable to common stockholders to Same Property NOI, on a pro-rata basis, is as follows:

	Three months ended March 31,
(in thousands)	2020			2019
Net (loss) income attributable to common stockholders	$	(25,332	)		90,446
Less:
Management, transaction, and other fees		6,816			6,972
Other ⁽¹⁾		13,810			18,967
Plus:
Depreciation and amortization		89,295			97,194
General and administrative		13,705			21,300
Other operating expense		1,337			1,134
Other expense (income)		137,266			31,171
Equity in income (loss) of investments in real estate excluded from NOI ⁽²⁾		15,483			(5,630	)
Net income attributable to noncontrolling interests		549			1,047
Pro-rata NOI	$	211,677			210,723
Less non-same property NOI⁽³⁾		8,360			7,740
Pro-rata same property NOI	$	203,317			202,983

⁽¹⁾

Includes straight-line rental income and expense, net of reserves, above and below market rent amortization, other fees, and noncontrolling interest.

⁽²⁾

Includes non-NOI income earned and expenses incurred at our unconsolidated real estate partnerships, including those separated out above for our consolidated properties.

Three months ended March 31,
2019 2018
(in thousands) Same Property
Other ⁽¹⁾
Total Same Property
Other ⁽¹⁾
Total
Net income attributable to common stockholders $ 128,398
(37,952 ) 90,446
$ 129,221
(76,561 ) 52,660
Less:
Management, transaction, and other fees —
6,972
6,972
—
7,158
7,158
Other ⁽²⁾
16,187
2,780
18,967
27,193
(13,020 ) 14,173
Plus:
Depreciation and amortization 92,891
4,303
97,194
77,211
11,314
88,525
General and administrative 250
21,050
21,300
—
17,606
17,606
Other operating expense, excluding provision for doubtful accounts ⁽³⁾
253
881
1,134
72
365
437
Other expense (income) 6,021
25,150
31,171
7,371
45,502
52,873
Equity in income (loss) of investments in real estate excluded from NOI ⁽⁴⁾
(6,004 ) 374
(5,630 ) 13,829
1,264
15,093
Net income attributable to noncontrolling interests —
1,047
1,047
—
805
805
Pro-rata NOI, as adjusted $ 205,622
5,101
210,723
$ 200,511
6,157
206,668

⁽¹⁾  Includes revenues and expenses attributable to non-same property, sold property, development property, and corporate activities.
⁽²⁾  Includes straight-line rental income and expense, net of reserves, above and below market rent amortization, other fees, and noncontrolling interest.
⁽³⁾ Provision for doubtful accounts is applicable only to 2018 amounts. Beginning January 1, 2019, with the adoption of Topic 842, Leases, uncollectible amounts are presented net within Lease income.
⁽⁴⁾  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, sold property, development property, and corporate activities.

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. We continuously monitor the capital markets and evaluate our ability to issue new debt or equity, to repay maturing debt, or fund our capital commitments.

Except for $500 million of unsecured public and 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 or by our co-investment partnerships. The Operating Partnership is a co-issuer and a guarantor of the $500 million of outstanding debt of our Parent Company. The Parent Company will from time to time access the capital markets for the purpose of issuing new equity and will simultaneously contribute all of the offering proceeds to the Operating Partnership in exchange for additional partnership units.

Our management team continues to monitor the impacts to our liquidity position due to the COVID-19 pandemic and has taken additional steps to increase our liquidity. During March 2020, we settled our forward equity sales under our ATM program and received proceeds of approximately $125.8 million. To further secure our liquidity position and provide financial flexibility, we borrowed an additional $500.0 million on our Line. At March 31, 2020, we had $733.2 million of unrestricted cash, with remaining borrowing capacity of $535.2 million available on our Line. We are also closely monitoring and assessing the capital requirements of all in process developments, redevelopments, and capital expenditures, some of which have been suspended due to municipal orders, or have slowed substantially due to health concerns and labor limitations. We have no unsecured debt maturities until 2022 and a manageable level of secured mortgage maturities during 2020 and 2021, including those mortgages within our joint ventures.

We continually evaluate alternative financing options, and we believe we can obtain financing on reasonable terms; however, there can be no assurance that additional financing or capital will be available, or that the terms will be acceptable or advantageous to us. 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.~~

needs for the next 12 months.

In addition to our ~~$39.5~~$733.2 million of unrestricted cash, we have the following additional sources of capital available:

(in thousands)	March 31, 2020
Line of Credit
Total commitment amount	$	1,250,000
Available capacity ⁽¹⁾	$	535,237
Maturity ⁽²⁾	March 23, 2022

⁽¹⁾

Net of letters of credit.

⁽²⁾

The Company has the option to extend the maturity for two additional six-month periods.

(in thousands) March 31, 2019
ATM equity program
Original offering amount $ 500,000
Available capacity $ 500,000

Line of Credit
Total commitment amount $ 1,250,000
Available capacity⁽¹⁾
$ 1,127,400
Maturity ⁽²⁾
March 23, 2022

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

Our dividend distribution policy is set by our Board of Directors, who monitors our financial position. ~~Our~~On May 4, 2020, our Board of Directors ~~recently~~ declared a common stock dividend of ~~$0.585~~$0.595 per share, payable on May ~~23, 2019,~~26, 2020, to shareholders of record as of May ~~13, 2019.~~18, 2020. Future dividends will be declared at the discretion of our Board of Directors and will be subject to capital requirements and availability. 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 ~~expect to generate~~have historically generated sufficient cash flow from operations to fund our dividend distributions. WeDuring the three months ended March 31, 2020 and 2019, we generated cash flow from operations of ~~approximately~~$125.7 million and $131.4 million, respectively, and ~~$149.9~~paid $99.9 million ~~for the three months ended March 31, 2019~~ and ~~2018, respectively. We paid~~ $97.8 million ~~and $95.0 million~~in dividends to our common stock and unit holders, ~~for~~respectively. We are closely monitoring our tenant cash collections which, with the ~~three months ended~~first monthly rent payment coming due following many non-essential business closures, have significantly declined since March 31, ~~2019~~2020. Through May 5, 2020, approximately 62% of base rent billed for April has been collected. We currently expect this trend to continue through 2020, although we expect collections to improve through the year as restrictions lift and ~~2018, respectively.~~

~~To meet~~businesses reopen. As a result, there can be no assurance that our ~~additional~~ cash ~~requirements beyond~~flow from operations will be sufficient to fund our dividend without the benefit of other sources of capital or changes to our dividend policy, including the potential payment of dividends with Regency stock, while remaining in compliance with minimum REIT distributions.

We currently have 19 development and redevelopment projects in various stages of construction, along with a pipeline of potential projects for future development or redevelopment. Due to the impacts of the COVID-19 pandemic, in-process projects in certain markets have stopped or have slowed significantly due to municipal orders requiring persons not engaged in essential business to remain at home or due to health concerns and labor limitations. We are continuing to assess the impact of these project delays to our in-process projects as well as the feasibility of our pipeline projects and non-essential capital expenditures. In order to maximize positive cash flow, increase liquidity, and preserve financial flexibility, we expect to curtail some projects or delay them to a future period when retail space demand returns to a more favorable level. We estimate that we will ~~utilize~~require capital during the ~~following:~~next twelve months of approximately $304.3 million to fund construction and related costs for committed tenant improvements and in-process

~~remaining~~

development and redevelopment, to repay maturing debt, and to make capital contributions to our co-investment partnerships. The $500 million draw on our Line amidst the uncertainty of the COVID-19 pandemic, coupled with proceeds from settling our forward ATM sales, strengthens our financial position to be able to fund our expected operating and capital expenditures with the uncertainty of operating cash ~~generated~~flows during this pandemic and recovery period. We expect to generate the necessary cash to fund our capital needs from cash flow from operations, ~~after dividends paid,~~

borrowings from our Line, proceeds from the sale of real estate,

~~available borrowings from our Line,~~ mortgage loan and

unsecured bank financing, and when the capital markets are favorable, proceeds from the sale of equity or the issuance of new ~~long-term~~unsecured debt.

We also expect to generate sufficient cash flow from operations, after dividends paid, to fund our cash requirements during the next twelve months, which we estimate will total approximately $182.0 million to fund the following:

~~$163.8 million to complete in-process developments and redevelopments,~~

~~$13.2 million to repay maturing debt, and~~

~~$5.0 million to fund our pro-rata share of estimated capital contributions to our co-investment partnerships for repayment of maturing debt.~~

If we start new developments ~~redevelop additional shopping centers,~~or redevelopments, commit to new acquisitions, prepay debt prior to maturity, or repurchase shares of our common stock, our cash requirements will increase. If we refinance maturing debt, our cash requirements will decrease. In addition, we have an option to purchase, through December 2019, up to an additional 81.63% ownership interest in an operating shopping center. We currently expect the seller to require us to purchase an additional 16.63% ownership interest in the property by December 2019 for approximately $16.7 million.

We endeavor to maintain a high percentage of unencumbered assets. As of ~~December~~March 31, ~~2018, 87.7%~~2020, 88.6% of our wholly-owned real estate assets were unencumbered. Such assets allow us to access the secured and unsecured debt markets and to maintain availability on the Line. Our annualized Fixed charge coverage ratio, including our pro-rata share of our partnerships, was ~~4.2~~4.3 times for each of the periods ended March 31, ~~2019~~2020 and December 31, ~~2018.~~

2019, respectively, and our annualized net debt-to-operating EBITDAre ratio on a pro-rata basis was 5.3x and 5.4x, respectively, for the same periods. We expect that these ratios may worsen during 2020 as a result of the impacts from the COVID-19 pandemic.

Our Line, Term ~~Loans,~~Loan, and unsecured loans require that we remain in compliance with various covenants, which are described in the Notes to Consolidated Financial Statements included in our Annual Report on Form 10-K for the year ended December 31, ~~2018.~~2019. We are in compliance with these covenants at March 31, ~~2019~~2020 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:

	Three months ended March 31,
(in thousands)	2020			2019			Change
Net cash provided by operating activities	$	125,678			131,364			(5,686	)
Net cash (used in) provided by investing activities		(2,553	)		47,001			(49,554	)
Net cash provided by (used in) financing activities		498,158			(180,771	)		678,929
Net increase (decrease) in cash and cash equivalents and restricted cash	$	621,283			(2,406	)		623,689
Total cash and cash equivalents and restricted cash	$	736,845			42,784			694,061

Three months ended March 31,
(in thousands) 2019 2018 Change
Net cash provided by operating activities $ 131,364
149,868
(18,504 )
Net cash provided by (used in) investing activities 47,001
(107,206 ) 154,207
Net cash (used in) provided by financing activities (180,771 ) 1,593
(182,364 )
Net (decrease) increase in cash and cash equivalents and restricted cash $ (2,406 ) 44,255
(46,661 )
Total cash and cash equivalents and restricted cash $ 42,784
93,636
(50,852 )

Net cash provided by operating activities:

Net cash provided by operating activities decreased ~~$18.5~~$5.7 million due to:

•

$4.8 million decrease in cash from operating income, and

~~$15.3~~

•

$8.6 million net decrease in cash due to timing of cash receipts ~~and payments,~~ and payments, offset by,

~~$5.7 million decrease from cash paid to settle treasury rate locks put in place in 2018 to hedge changes in interest rates on a 30 year fixed rate debt offering completed during 2019; offset by,~~

•

$5.7 million increase from cash paid in 2019 to settle treasury rate locks put in place to hedge changes in interest rates on a 30 year fixed rate debt offering, and

~~$1.1 million increase in operating cash flow distributions from our unconsolidated real estate partnerships, and~~

•

$2.0 million increase in operating cash flow distributions from our unconsolidated real estate partnerships.

~~$1.4 million increase in cash from operating income.~~

Net cash (used in) provided by investing activities:

Net cash used in investing ~~activities:~~

~~Net cash provided by (used in) investing~~ activities changed by ~~$154.2~~$49.6 million as follows:

	Three months ended March 31,
(in thousands)	2020			2019			Change
Cash flows from investing activities:
Acquisition of operating real estate	$	(16,867	)		(15,722	)		(1,145	)
Advance deposits refunded (paid) on acquisition of operating real estate		100			(1,250	)		1,350
Real estate development and capital improvements		(56,309	)		(39,929	)		(16,380	)
Proceeds from sale of real estate investments		103,522			82,533			20,989
Issuance of notes receivable		(167	)		—			(167	)
Investments in real estate partnerships		(32,972	)		(19,587	)		(13,385	)
Distributions received from investments in real estate partnerships		—			41,587			(41,587	)
Dividends on investment securities		84			116			(32	)
Acquisition of investment securities		(4,392	)		(5,359	)		967
Proceeds from sale of investment securities		4,448			4,612			(164	)
Net cash (used in) provided by investing activities	$	(2,553	)		47,001			(49,554	)

Three months ended March 31,
(in thousands) 2019 2018 Change
Cash flows from investing activities:
Acquisition of operating real estate $ (15,722 ) (20,071 ) 4,349
Advance deposits paid on acquisition of operating real estate (1,250 ) —
(1,250 )
Real estate development and capital improvements (39,929 ) (51,968 ) 12,039
Proceeds from sale of real estate investments 82,533
3,227
79,306
Issuance of notes receivable —
(462 ) 462
Investments in real estate partnerships (19,587 ) (39,330 ) 19,743
Distributions received from investments in real estate partnerships 41,587
2,328
39,259
Dividends on investment securities 116
71
45
Acquisition of investment securities (5,359 ) (7,543 ) 2,184
Proceeds from sale of investment securities 4,612
6,542
(1,930 )
Net cash provided by (used in) investing activities $ 47,001
(107,206 ) 154,207

Significant changes in investing activities include:

~~We acquired two operating properties for $15.7 million during 2019 and one operating property for $20.1~~

•

We acquired one operating property for $16.9 million during 2020 and two operating properties for $15.7 million during the same period in 2019.

•

We invested $16.4 million more in 2020 than the same period in 2019 on real estate development, redevelopment, and capital improvements, as further detailed in a table below.

•

We sold two operating properties and one land parcel in 2020 and received proceeds of $103.5 million, including proceeds from repayment of a short-term note issued at closing and repaid during the same period, compared to four operating properties and two land parcels in 2019 for proceeds of $82.5 million.

•

We invested $33.0 million in our real estate partnerships during 2020, including:

$16.0 million to fund our share of acquiring an additional equity interest in one partnership,

$10.6 million to fund our share of debt refinancing, and

$6.4 million to fund our share of development and redevelopment activities.

During the same period in ~~2018.~~

~~We invested $12.0 million less in~~ 2019, ~~than the same period in 2018 on real estate development, redevelopment, and capital improvements, as further detailed in a table below.~~

~~We sold four operating properties and two land parcels in 2019 and received proceeds of $82.5 million, compared to one operating property in 2018 for proceeds of $3.2 million.~~

Wewe invested $19.6 million, ~~in our real estate partnerships during 2019,~~ including:


◦ o	$9.2 million to fund our share of acquiring an additional equity interest in one partnership,


◦ o	$8.1 million to fund our share of development and redevelopment activities, ~~and~~


◦ o	$2.3 million to fund our share of debt refinancing.

~~During the same period in 2018, we invested $39.3 million,including:~~

◦

•

~~$32.7~~

Distributions from our unconsolidated real estate partnerships include return of capital from sales or financing proceeds. We had no such distributions during the three months ended March 31, 2020. During the same period in 2019, we received $41.6 million ~~to fund~~from the sale of two operating properties, the sale of our ownership in a single operating property partnership, and our share of ~~acquiring four operating properties,~~proceeds from debt refinancing activities.


◦ •	~~$3.4 million to acquire an interest in one land parcel for development,~~


◦	~~$3.2 million to fund our share of development and redevelopment activities.~~

Distributions from our unconsolidated real estate partnerships include return of capital from sales or financing proceeds. The $41.6 million received in 2019 is driven by the sale of two operating properties, the sale of our ownership interest in a single operating property partnership, and our share of proceeds from debt refinancing activities. During the same period in 2018, we received $2.3 million from the sale of one land parcel.

Acquisition of securities and proceeds from sale of securities pertain to investment activities held in our captive insurance company and our deferred compensation plan.

We plan to continue developing and redeveloping shopping centers for long-term ~~investment.~~ investment, although in the midst of the COVID-19 pandemic we are re-evaluating all development and redevelopment projects and limiting capital expenditures as the economic situation unfolds. During ~~2019,~~2020, we deployed capital of ~~$39.9~~$56.3 million for the development, redevelopment, and improvement of our real estate properties, comprised of the following:

	Three months ended March 31,
(in thousands)	2020		2019		Change
Capital expenditures:
Building and tenant improvements	$	11,488		10,141		1,347
Redevelopment costs		30,768		8,570		22,198
Development costs		6,406		15,863		(9,457	)
Capitalized interest		935		739		196
Capitalized direct compensation		6,712		4,616		2,096
Real estate development and capital improvements	$	56,309		39,929		16,380

•

Building and tenant improvements increased $1.3 million in 2020, primarily related to the timing of capital projects.

•

Redevelopment expenditures are higher in 2020 due to the timing, magnitude, and number of projects currently in process. Subject to capital availability, we intend to continuously improve our portfolio of shopping centers through redevelopment which can include adjacent land acquisition, existing building expansion, facade renovation, new out-parcel building construction, and redevelopment related tenant improvement costs. The size and magnitude of each redevelopment project varies with each redevelopment plan. The timing and duration of these projects could also result in volatility in NOI.

Three months ended March 31,
(in thousands) 2019 2018 Change
Capital expenditures:
Building and tenant improvements 10,141
11,922
(1,781 )
Redevelopment costs 8,570
15,551
(6,981 )
Development costs 15,863
18,447
(2,584 )
Capitalized interest 739
2,062
(1,323 )
Capitalized direct compensation 4,616
3,986
630
Real estate development and capital improvements $ 39,929
51,968
(12,039 )

•

Development expenditures are lower in 2020 due to the progress during 2019 towards completion of our development projects currently in process. At March 31, 2020 and December 31, 2019, we had three consolidated development projects that were either under construction or in lease up. See the tables below for more details about our development projects.

~~Building and tenant improvements decreased $1.8 million in 2019, primarily related to the timing of capital projects.~~

•

Interest is capitalized on our development and redevelopment projects and is based on cumulative actual costs expended. We cease interest capitalization when the property is no longer being developed or is available for occupancy upon substantial completion of tenant improvements, but in no event would we capitalize interest on the project beyond 12 months after the anchor opens for business. If we reduce our development and redevelopment activity, the amount of interest that we capitalize may be lower than historical averages.

Redevelopment expenditures are lower in 2019 due to the timing, magnitude, and number of projects currently in process. We intend to continuously improve our portfolio of shopping centers through redevelopment which can include adjacent land acquisition, existing building expansion, facade renovation, new out-parcel building construction, and redevelopment related tenant improvement costs. The size and magnitude of each redevelopment project varies with each redevelopment plan.

Development expenditures are lower in 2019 due to the progress during 2018 towards completion of our development projects currently in process. At March 31, 2019 and December 31, 2018, we had six and eight consolidated development projects that were either under construction or in lease up. See the tables below for more details about our development projects.

•

We have a staff of employees who directly support our development program, which includes redevelopment of our existing properties. We currently expect that our development activity will approximate our recent historical averages, although the amount of activity by type will vary and likely shift towards more redevelopment in the near future. Internal compensation costs directly attributable to these activities are capitalized as part of each project. In light of the current economic environment, we expect that our development activity could be significantly lower than our recent historical averages. As a result, we expect the amount of internal costs for development activities that may be capitalized could be significantly lower, reducing our financial results.

In light of the COVID-19 pandemic, management is currently reviewing the impacts to project scope, investment, tenancy, timing, and return on investments on all-in process and pipeline projects to determine the most appropriate future direction of each project. ~~Changes in~~Some projects and investment have been phased or placed under further review as management assesses the ~~level~~impacts of ~~future development activity could adversely impact results of operations by reducing~~ the amount of internal costs for development projects that may be capitalized. A 10% reduction in development activity without a corresponding reduction in development related compensation costs could result in an additional charge to net income of $1.5 million per year.

pandemic.

The following table summarizes our ~~in-process consolidated~~ development projects:

(in thousands, except cost PSF)

March 31, 2020

Property Name

Market

Start

Date

Estimated

Stabilization

Year ⁽¹⁾

Estimated / Actual Net

Development

Costs ^{(2) (3)}

GLA ⁽³⁾

Cost PSF

of GLA ^{(2) (3)}

% of Costs Incurred

Project Status

Developments In-Process

Culver Public Market

Los Angeles, CA

Q2-19

TBD

27,313

1,012

22%

Under review

Carytown Exchange

Phase I

Richmond, VA

Q4-18

2022

17,611

385

40%

In construction

Phase II

Richmond, VA

TBD

9,326

330

Under review

The Village at Hunter's Lake

Tampa, FL

Q4-18

2021

22,056

306

64%

In construction

⁽¹⁾	Estimated Stabilization Year represents the estimated first full calendar year that the project will reach our expected stabilized yield.

⁽²⁾	Includes leasing costs and is net of tenant reimbursements.

(in thousands, except cost PSF) March 31, 2019
Property Name Market Start Date Estimated Project Completion
Estimated Net Development Costs ⁽¹⁾

% of Costs Incurred⁽¹⁾
GLA
Cost PSF of GLA ⁽¹⁾
Carytown Exchange ⁽³⁾
Richmond, VA Q4-18 2021 $ 25,580
2% 68 $ 376
Indigo Square Charleston, SC Q4-17 2019 16,931
89% 51 332
Mellody Farm Chicago, IL Q2-17 2019 103,939
86% 259 401
Pinecrest Place ⁽²⁾
Miami, FL Q1-17 2019 16,375
91% 70 234
The Village at Hunter's Lake Tampa, FL Q4-18 2020 22,067
10% 72 306
The Village at Riverstone Houston, TX Q4-16 2019 30,638
91% 167 183
Total $ 215,530
72% 687 $ 314

⁽¹⁾  Includes leasing costs and is net of tenant reimbursements.
⁽²⁾  Estimated Net Development Costs for Pinecrest Place excludes the cost of land, which the Company has leased long term.
⁽³⁾  Estimated Net Development Costs and GLA reported based on Regency's ownership interest in the partnership at project completion, which is currently estimated to be 64%.

⁽³⁾	Estimated Net Development Costs and GLA reported based on Regency’s ownership interest in the partnership at completion.

The following table summarizes our ~~pro-rata share of in-process unconsolidated development projects:~~redevelopment projects in process and completed:

(in thousands, except cost PSF)							March 31, 2020
Property Name	Market	GLA ⁽³⁾		Ownership	Start Date	Estimated Stabilization Year ⁽¹⁾	Estimated Incremental Project Costs ^{(2) (3)}		% of Costs Incurred	Project Status

Redevelopments In-Process
West Bird Plaza	Miami, FL		99	100%	Q4-19	2022	$	10,338	6%	In construction
Point 50	Metro, DC		48	100%	Q4-18	2022		17,522	59%	In construction
Pablo Plaza Ph II	Jacksonville, FL		161	100%	Q4-18	2022		14,627	81%	In construction
Bloomingdale Square	Tampa, FL		252	100%	Q3-18	2022		19,904	84%	In construction
Serramonte Center	San Francisco, CA		1,140	100%	Q4-19	TBD	+/- 130,000		7%	Under review
The Abbot	Boston, MA		65	100%
Phase I					Q2-19	TBD		21,732	72%	In construction
Phase II					TBD	TBD		30,610	0%	Under review
Market Common Clarendon Office	Metro, DC		130	100%
Phase I					Q4-18	TBD		32,933	57%	In construction
PhaseII					TBD	TBD		21,308	0%	Under review
Various Properties	Various		1,550	20% - 100%	Various	Various		32,373	43%	In construction


Redevelopments Completed
Various Properties	Various			40% - 100%	Various	Various	$	15,539

⁽¹⁾	Estimated Stabilization Year represents the estimated first full calendar year that the project will reach our expected stabilized yield.

⁽²⁾	Includes leasing costs and is net of tenant reimbursements.

(in thousands, except cost PSF) March 31, 2019
Property Name Market Start Date Estimated Project Completion
Estimated Net Development Costs ⁽¹⁾

% of Costs Incurred ⁽¹⁾
GLA
Cost PSF of GLA ⁽¹⁾
Ballard Blocks II Seattle, WA Q1-18 2019 $ 32,524
55% 56 $ 581
Midtown East Raleigh, NC Q4-17 2019 22,682
75% 87 261
Total $ 55,206
64% 143 $ 386

⁽¹⁾ Includes leasing costs and is net of tenant reimbursements.

⁽³⁾	Estimated Net Development Costs and GLA reported based on Regency’s ownership interest in the partnership at completion.

Net cash provided by (used in) ~~provided by~~ financing activities:

Net cash flows ~~generated~~ from financing activities changed by ~~$182.4~~$678.9 million during ~~2019,~~2020, as follows:

	Three months ended March 31,
(in thousands)	2020			2019			Change
Cash flows from financing activities:
Net proceeds from common stock issuances	$	125,773			—			125,773
Repurchase of common shares in conjunction with equity award plans		(5,298	)		(6,148	)		850
Common shares repurchased through share repurchase program		—			(32,778	)		32,778
Distributions to limited partners in consolidated partnerships, net		(1,064	)		(1,485	)		421
Dividend payments and operating partnership distributions		(99,864	)		(97,812	)		(2,052	)
Proceeds from unsecured credit facilities, net		485,000			(35,000	)		520,000
Proceeds from debt issuance		—			298,983			(298,983	)
Debt repayment, including early redemption costs		(6,438	)		(303,197	)		296,759
Payment of loan costs		—			(3,342	)		3,342
Proceeds from sale of treasury stock, net		49			8			41
Net cash provided by (used in) financing activities	$	498,158			(180,771	)		678,929

Three months ended March 31,
(in thousands) 2019 2018 Change
Cash flows from financing activities:
Repurchase of common shares in conjunction with equity award plans $ (6,148 ) (6,755 ) 607
Common shares repurchased through share repurchase program (32,778 ) (124,989 ) 92,211
Distributions to limited partners in consolidated partnerships, net (1,485 ) (1,018 ) (467 )
Dividend payments and operating partnership distributions (97,812 ) (95,043 ) (2,769 )
Repayments of unsecured credit facilities, net (35,000 ) (60,000 ) 25,000
Proceeds from debt issuance 298,983
301,251
(2,268 )
Debt repayment, including early redemption costs (303,197 ) (2,773 ) (300,424 )
Payment of loan costs (3,342 ) (9,179 ) 5,837
Proceeds from sale of treasury stock, net 8
99
(91 )
Net cash (used in) provided by financing activities $ (180,771 ) 1,593
(182,364 )

Significant financing activities during the three months ended March 31, ~~2019~~2020 and ~~2018~~2019 include the following:

~~We repurchased for cash a portion of the common stock granted to employees for stock based compensation to satisfy employee tax withholding requirements.~~

We paid $32.8 million to repurchase 563,229 common shares through our share repurchase program that were executed in December 2018 but not settled until January 2019. During the three months ended March 31, 2018, we paid $125 million to repurchase 2,145,209 common shares through the same share repurchase program.

We paid $2.8 million more in dividends as a result of an increase in our dividend rate from $0.555 per share, during the three months ended March 31, 2018, to $0.585 per share, during the three months ended March 31, 2019, partially offset by the reduced shares outstanding in 2019.

~~We had the following debt related activity during 2019:~~

•

We received proceeds of $125.8 million in March 2020 upon settling our forward equity sales under our ATM program entered into during 2019.

▪

•

We repurchased for cash a portion of the common stock granted to employees for stock based compensation to satisfy employee tax withholding requirements, which totaled $5.3 million and $6.1 million during 2020 and 2019, respectively.

•

We paid $32.8 million during the three months ended March 31, 2019 to repurchase 563,229 common shares through our share repurchase program that were executed in December 2018 but not settled until January 2019.

•

We paid $2.1 million more in dividends as a result of an increase in our dividend rate from $0.585 per share during 2019, to $0.595 per share during 2020.

•

We had the following debt related activity during 2020:

We borrowed, net of repayments, an additional $485.0 million on our Line, primarily to increase liquidity and financial flexibility during the COVID-19 pandemic.

We paid $6.4 million for other debt repayments, including:

▪

$3.9 million to repay a mortgage maturity, and

▪

$2.5 million in principal mortgage payments.

•

We had the following debt related activity during 2019:

We repaid, net of draws, $35 million on our Line.


▪ o	We received proceeds of $299 million upon issuance ~~in March, of $300 million~~ of senior unsecured public notes.


▪ o	We paid ~~$259.6~~$303.2 million in other debt repayments, including:

▪

$259.6 million, including a make-whole premium, to ~~early~~ redeem our senior unsecured public notes, ~~originally due April 2021, $40.5~~

▪

$40.5 million, including a prepayment penalty, to repay a ~~2020~~ mortgage maturity, ~~with an interest rate of 7.3%,~~ and ~~$3.0~~

▪

$3.0 million in principal mortgage payments.


▪ o	We paid $3.3 million of loan costs in connection with our public note offering above.

~~We had the following debt related activity during 2018:~~


▪	~~We repaid, net of draws, $60 million on our Line.~~


▪	~~We issued $300 million of senior unsecured public notes and received proceeds of $299.5 million.~~


▪	~~We received proceeds of $1.7 million from construction loan draws used to fund an in-process development project.~~


▪	We paid $2.8 million to pay scheduled principal mortgage payments and $9.2 million of loan costs in connection with our $300 million public note offering noted above and upon expanding our Line commitment.

Investments in Real Estate Partnerships

The following table is a summary of the unconsolidated combined assets and liabilities of these co-investment partnerships and our pro-rata share:

	Combined				Regency's Share⁽¹⁾
(dollars in thousands)	March 31, 2020		December 31, 2019		March 31, 2020			December 31, 2019
Number of Co-investment Partnerships		16		16
Regency’s Ownership	35%-50%		18.38%-50%
Number of Properties		115		116
Assets	$	3,140,450		3,158,884	$	1,109,801			1,079,366
Liabilities		1,693,673		1,718,242		578,382			570,491
Equity		1,446,777		1,440,642		531,419			508,875
Negative investment in US Regency Retail I, LLC ⁽²⁾						4,052			3,943
Basis difference						(45,971	)		(43,296	)
Investments in real estate partnerships					$	489,500			469,522

⁽¹⁾

Pro-rata financial information is not, and is not intended to be, a presentation in accordance with GAAP. However, management believes that providing such information is useful to investors in assessing the impact of its investments in real estate partnership activities on our operations, which includes such items on a single line presentation under the equity method in our consolidated financial statements.

⁽²⁾	The USAA partnership has distributed proceeds from debt financing and real estate sales in excess of Regency's carrying value of its investment, resulting in a negative investment balance, which is classified within Accounts payable and other liabilities in the Consolidated Balance Sheets.

Combined
Regency's Share ⁽¹⁾
(dollars in thousands) March 31, 2019 December 31, 2018 March 31, 2019 December 31, 2018
Number of Co-investment Partnerships 15
16

Regency’s Ownership 18.38%-50%
9.38%-50%

Number of Properties 117
120

Assets $ 3,158,911
3,227,831
$ 1,069,854
1,079,071
Liabilities 1,743,717
1,749,725
578,671
580,219
Equity 1,415,194
1,478,106
491,183
498,852
Negative investment in US Regency Retail I, LLC 3,619
3,513
Basis difference (36,769 ) (38,064 )
Impairment of investment in real estate partnerships (1,300 ) (1,300 )
Investments in real estate partnerships $ 456,733
463,001

⁽¹⁾ Pro-rata financial information is not, and is not intended to be, a presentation in accordance with GAAP. However, management believes that providing such information is useful to investors in assessing the impact of its investments in real estate partnership activities on our operations, which includes such items on a single line presentation under the equity method in our consolidated financial statements.

Our equity method investments in real estate partnerships consist of the following:

(in thousands)	Regency's Ownership	March 31, 2020			December 31, 2019
GRI - Regency, LLC (GRIR)	40.00%	$	195,852			187,597
New York Common Retirement Fund (NYC) ⁽¹⁾	30.00%		34,888			41,422
Columbia Regency Retail Partners, LLC (Columbia I)	20.00%		9,112			9,201
Columbia Regency Partners II, LLC (Columbia II)	20.00%		38,738			39,453
Cameron Village, LLC (Cameron)	30.00%		10,471			10,641
RegCal, LLC (RegCal)	25.00%		26,145			26,417
Other investments in real estate partnerships⁽²⁾	35.00% - 50.00%		174,294			154,791
Total Investment in real estate partnerships		$	489,500			469,522
US Regency Retail I, LLC (USAA) ⁽³⁾	20.01%		(4,052	)		(3,943	)
Net Investment in real estate partnerships		$	485,448			465,579

⁽¹⁾

On January 1, 2020, the Company purchased the remaining 70% of a property owned by the NYC partnership, as discussed in note 2 to the financial statements, and therefore all earnings of this property are included in consolidated results from the date of acquisition and excluded from partnership earnings.

⁽²⁾

Includes our investment in the Town and Country shopping center, which began with an initial 9.38% ownership percent in 2018, with an additional 9.0% interest acquired during 2019. In January 2020, we purchased our remaining 16.62% interest, bringing our total ownership interest to 35%.

(in thousands) Regency's Ownership March 31, 2019 December 31, 2018
GRI - Regency, LLC (GRIR) 40.00% $ 182,221
189,381
New York Common Retirement Fund (NYC) 30.00% 53,846
54,250
Columbia Regency Retail Partners, LLC (Columbia I) 20.00% 9,279
13,625
Columbia Regency Partners II, LLC (Columbia II) 20.00% 40,020
38,110
Cameron Village, LLC (Cameron) 30.00% 11,035
11,169
RegCal, LLC (RegCal) 25.00% 23,858
31,235
Other investments in real estate partnerships 18.38% - 50.00% 136,474
125,231
Total Investment in real estate partnerships $ 456,733
463,001
US Regency Retail I, LLC (USAA) ⁽¹⁾
20.01% (3,619 ) (3,513 )
Net Investment in real estate partnerships $ 453,114
459,488
⁽¹⁾ The USAA partnership has distributed proceeds from debt financing and real estate sales in excess of Regency's carrying value of its investment, resulting in a negative investment balance, which is classified within Accounts payable and other liabilities in the Consolidated Balance Sheets.

⁽³⁾

The USAA partnership has distributed proceeds from debt financing and real estate sales in excess of Regency's carrying value of its investment, resulting in a negative investment balance, which is classified within Accounts payable and other liabilities in the Consolidated Balance Sheets.

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)	March 31, 2020
Scheduled Principal Payments and Maturities by Year:	Scheduled Principal Payments		Mortgage Loan Maturities			Unsecured Maturities		Total				Regency’s Pro-Rata Share
2020	$	12,049		289,418			—		301,467		⁽¹⁾		110,951
2021		11,048		269,942			15,635		296,625				103,575
2022		7,811		170,702			—		178,513				68,417
2023		3,196		171,608			—		174,804				65,137
2024		1,796		33,690			—		35,486				14,217
Beyond 5 Years		8,169		559,778			—		567,947				170,635
Net unamortized loan costs, debt premium / (discount)		—		(7,387	)		—		(7,387	)			(2,306	)
Total	$	44,069		1,487,751			15,635		1,547,455				530,626

⁽¹⁾	Subsequent to March 31, 2020, $225.5 million of the 2020 maturing mortgage loans were refinanced or repaid, leaving $64.0 million of remaining maturities, of which Regency’s pro-rata share is $20.7 million.

(in thousands) March 31, 2019
Scheduled Principal Payments and Maturities by Year:
Scheduled
Principal
Payments

Mortgage Loan
Maturities

Unsecured
Maturities
Total
Regency’s
Pro-Rata
Share
2019 $ 14,382
16,186
—
30,568
10,340
2020 17,043
330,615
—
347,658
111,957
2021 11,048
269,942
19,635
300,625
104,375
2022 7,811
170,702
—
178,513
68,417
2023 2,989
171,608
—
174,597
65,095
Beyond 5 Years 7,353
549,637
—
556,990
167,032
Net unamortized loan costs, debt premium / (discount) —
(9,960 ) —
(9,960 ) (2,962 )
Total $ 60,626
1,498,730
19,635
1,578,991
524,254

At March 31, ~~2019,~~2020, our investments in real estate partnerships had notes payable of ~~$1.6~~$1.5 billion maturing through 2034, of which ~~92.0%~~91.5% had a weighted average fixed interest rate of ~~4.5%~~4.4%. The remaining notes payable float ~~over~~with LIBOR and had a weighted average variable interest rate of ~~4.7%~~3.7%. These fixed and variable rate notes payable are all non-recourse, and our pro-rata share was ~~$524.3~~$530.6 million as of March 31, ~~2019.~~2020. As notes payable mature, we expect they will be repaid from proceeds from new borrowings and/or partner capital contributions.

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 co-investment partner was unable to fund its share of the capital requirements of the co-investment partnership, we would have the right, but not the obligation, to loan the defaulting partner the amount of its capital call.

Management fee income

In addition to earning our pro-rata share of net income or loss in each of these co-investment partnerships, we receive fees, as shown below:

	Three months ended March 31,
(in thousands)	2020		2019
Asset management, property management, leasing, and other transaction fees	$	6,807		6,658

Three months ended March 31,
(in thousands) 2019 2018
Asset management, property management, leasing, and other transaction fees $ 6,658
7,056

Recent Accounting Pronouncements

See Note 1 to Consolidated Financial Statements.

Environmental Matters

We are subject to numerous environmental laws and regulations as they apply to our shopping centers pertaining primarily to chemicals historically used by ~~the~~certain current and former dry cleaning ~~industry,~~tenants, the existence of asbestos in older shopping centers, and older underground petroleum storage tanks. We believe that the few tenants who currently operate dry cleaning plants or gas stations do so in accordance with current laws and regulations. Generally, we ~~use all legal means~~endeavor to cause tenants to remove dry cleaning plants from our shopping centers or convert them to more environmentally friendly ~~systems. Where available, we have applied and been accepted into state-sponsored environmental programs.~~systems, in accordance with the terms of our leases. We have a blanket environmental insurance policy for third-party liabilities and remediation costs on shopping centers that currently have no known environmental contamination. We have also placed environmental insurance, where possible, on specific properties with known contamination, in order to mitigate our environmental risk. We monitor the shopping centers containing environmental issues and in certain cases voluntarily remediate the sites. We also have legal obligations to remediate certain sites and we are in the process of doing so.

As of March 31, ~~2019~~2020 we and our Investments in real estate partnerships had accrued liabilities of $9.0 million for our pro-rata share of environmental remediation. We believe that the ultimate disposition of currently known environmental matters will not have a material effect on our financial position, liquidity, or results of operations; however, we can give no assurance that existing environmental studies on our shopping centers have revealed all potential environmental ~~liabilities;~~contamination; that our estimate of liabilities will not change as more information becomes available; that any previous owner, occupant or tenant did not create any material environmental condition not known to us; that the current environmental condition of the shopping centers will not be affected by tenants and occupants, by the condition of nearby properties, or by unrelated third parties; or that changes in applicable environmental laws and regulations or their interpretation will not result in additional environmental liability to us.

Inflation/Deflation

Inflation has been historically low and has had a minimal impact on the operating performance of our shopping centers; however, inflation may become a greater concern in the ~~near~~ future. Substantially all of our long-term leases contain provisions designed to mitigate the adverse impact of inflation, which require tenants to pay their pro-rata share of operating expenses, including common-area maintenance, real estate taxes, insurance and utilities, thereby reducing our exposure to increases in costs and operating expenses resulting from inflation. In addition, many of our leases are for terms of less than ten years, which permits us to seek increased rents upon re-rental at market rates. However, during deflationary periods or periods of economic weakness, minimum rents and percentage rents ~~will~~may decline as the supply of available retail space exceeds demand and consumer spending declines. Occupancy declines ~~will~~may also result in lower recovery rates of our operating expenses.

Item 3. Quantitative and Qualitative Disclosures about Market Risk

~~There~~

We continuously monitor the capital markets and evaluate our ability to issue new debt, to repay maturing debt, or fund our commitments. Although the capital markets have experienced a high degree of volatility related to the COVID-19 global pandemic, we continue to believe that we will be able to successfully issue new secured or unsecured debt to fund maturing debt obligations. The degree to which such capital market volatility will adversely impact the interest rates on any new debt that we may issue is uncertain. Otherwise, there have been no material changes from the quantitative and qualitative disclosures about market risk disclosed in item 7A of Part II of our Form 10-K for the year ended December 31, ~~2018.~~

2019.

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"~~“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 controls and procedures designed to ensure that information required to be disclosed by the Parent Company in the reports it files or submits is accumulated and communicated to management, including its chief executive officer and chief financial officer, as appropriate, to allow timely decisions regarding required disclosure.

~~Other than the implementation of ASC Topic 842,~~ ~~Leases, there~~

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 first quarter of ~~2019~~2020 which have materially affected, or are reasonably likely to materially affect,

our internal controls over financial reporting.

The Parent Company has incorporated the effects of COVID-19 related impacts into our control structure.

Controls and Procedures (Regency Centers, L.P.)

Under the supervision and with the participation of the Operating Partnership's management, including the chief executive officer and chief financial officer of its general partner, the Operating Partnership conducted an evaluation of its disclosure controls and procedures, as such term is defined under Rule 13a-15(e) and 15d-15(e) promulgated under the Exchange Act. Based on this evaluation, the chief executive officer and chief financial officer of its general partner concluded that its disclosure controls and procedures were effective as of the end of the 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 controls and procedures designed to ensure that information required to be disclosed by the Operating Partnership in the reports it files or submits is accumulated and communicated to management, including the chief executive officer and chief financial officer of its general partner, as appropriate, to allow timely decisions regarding required disclosure.

~~Other than the implementation of ASC Topic 842,~~ ~~Leases, there~~

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 first quarter of ~~2019~~2020 which have materially affected, or are reasonably likely to materially affect, our internal controls over financial reporting.

The Operating Partnership has incorporated the effects of COVID-19 related impacts into our control structure.

PART II - OTHER INFORMATION

Item 1. Legal Proceedings

We are a party to various legal proceedings that arise in the ordinary course of our business. We are not currently involved in any litigation nor to our knowledge, is any litigation threatened against us, the outcome of which would, in our judgment based on information currently available to us, have a material adverse effect on our financial position or results of operations.

Item 1A. Risk Factors

~~There have been no material changes from~~

In addition to the risk factors disclosed in item 1A. of Part I of our Form 10-K for the year ended December 31, ~~2018.~~

2019, the following additional risks have been identified during 2020:

During March 2020, the World Health Organization (“WHO”) declared the recent outbreak of a novel coronavirus, named COVID-19, a worldwide pandemic. Pandemics or other health crises are expected to adversely affect our tenants’ ability to conduct business as they have historically, directly impacting their financial condition and the profitability of our properties. Our business will be materially and adversely affected by the risks, or the public perception of the risks, related to a pandemic or other health crisis. The profitability of our properties depends, in part, on the willingness of customers to visit our tenants’ businesses. The risk, or public perception of the risk, of a pandemic or media coverage of infectious diseases is likely to cause individuals to avoid our properties, which would adversely affect customer traffic to our tenants’ businesses and our tenants’ ability to adequately staff their businesses. In addition, health crises are expected to adversely impact us by disrupting our tenants’ supply chains, thereby impacting their ability to deliver goods and services to their customers. Such events will adversely impact tenants’ sales and/or cause the temporary closure of our tenants’ businesses, which could severely disrupt their operations and have a material adverse effect on our business, financial condition and results of operations.

In addition, U.S. federal, state, and local government actions to reduce or prevent the spread of COVID-19 placed restrictions on social gatherings, which directly impact many of our tenants whose businesses may be considered non-essential. While essential businesses, such as grocery stores, occupy a significant amount of space in our centers and thus far have been able to continue to operate and serve their customers, our tenants with non-essential businesses are experiencing significant declines in customer traffic or have temporarily closed their stores in reaction to legally enforceable governmental orders or overall efforts to support social distancing.

New leasing activity is expected to also significantly decline as businesses delay executing leases amidst the immediate and uncertain future economic impacts of the COVID-19 pandemic. This, coupled with potential retail failures, may result in decreased demand for retail space in our centers, which could result in pricing pressure on base rent. Additionally, with the delays in construction for tenant improvements due to shelter-in-place orders, it may take longer before new tenants are able to open and commence rent payments.

In addition, our ability to successfully start or complete tenant buildouts, new ground up development or redevelopment of existing properties has been and is expected to continue to be adversely impacted by similar disruptions with respect to governmental orders shutting down construction activities, impacts on our ability to source materials for construction and labor shortages impacting our ability to complete construction projects on anticipated schedules. Such adverse impact to our supply chain could have a material adverse effect on our business, financial condition and results of operation.

The COVID-19 pandemic has caused great volatility in the capital markets. Such volatility has created uncertainty as to whether issuers may access capital. If capital is available, whether the terms of such capital are attractive compared to pre-pandemic terms is also uncertain.

The extent of the COVID-19 pandemic’s effect on our profitability and financial performance will depend on future developments including the duration, spread and intensity of the outbreak, all of which are uncertain and difficult to predict. The adverse impact on our business, results of operations, financial condition and cash flows could be material. Moreover, many of the risks described in the risk factors set forth in our 2019 Annual Report on Form 10-K may be more likely to impact us as a result of the COVID-19 pandemic and the responses to curb its spread.

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

~~There were no unregistered sales of equity securities during~~

During the quarter ended March 31, ~~2019.~~

2020, the Operating Partnership issued 18,613 exchangeable operating partnership units to partially fund the acquisition of an additional 16.62% ownership interest in an operating property.

The following table represents information with respect to purchases by the Parent Company of its common stock, by month, during the three months ended March 31, ~~2019.~~2020.

Period	Total number of shares purchased⁽¹⁾		Average price paid per share		Total number of shares purchased as part of publicly announced plans or programs ⁽²⁾		Maximum number or approximate dollar value of shares that may yet be purchased under the plans or programs⁽²⁾
January 1 through January 31, 2020		—	$	—		—	$	250,000,000
February 1 through February 29, 2020		84,913	$	62.39		—	$	250,000,000
March 1 through March 31, 2020		—	$	—		—	$	250,000,000

⁽¹⁾

Includes 84,913 shares repurchased at an average price of $62.39 to cover payment of withholding taxes in connection with restricted stock vesting by participants under Regency’s Long-Term Omnibus Plan.

⁽²⁾

On February 4, 2020, the Company's Board authorized a common share repurchase program under which the Company may purchase, from time to time, up to a maximum of $250 million of shares of its outstanding common stock through open market purchases and/or in privately negotiated transactions. Any shares purchased will be retired. The program is set to expire on February 5, 2021. The timing and actual number of shares purchased under the program depend upon marketplace conditions and other factors. The program remains subject to the discretion of the Board. Through March 31, 2020, no shares have been repurchased under this program.

Period
Total number of shares purchased ⁽¹⁾
Average price paid per share Total number of shares purchased as part of publicly announced plans or programs
Maximum number or approximate dollar value of shares that may yet be purchased under the plans or programs⁽²⁾
January 1 through January 31, 2019 563,229
$ 58.20
563,229
$ 3,371,220
February 1 through February 28, 2019 95,191
$ 64.52
—
$ 250,000,000
March 1 through March 31, 2019 108
$ 66.11
—
$ 250,000,000

⁽¹⁾ Includes 95,299 shares repurchased at an average price of $64.52 to cover payment of withholding taxes in connection with restricted stock vesting by participants under Regency's Long-Term Omnibus Plan.
⁽²⁾ On February 7, 2018, the Company's Board authorized a common share repurchase program under which the Company may purchase, from time to time, up to a maximum of $250 million of its outstanding common stock through open market purchases and/or in privately negotiated transactions. Any shares purchased will be retired. Through January 2019, the Company has repurchased 4,252,333 shares for $246.6 million under this existing repurchase program. The program was scheduled to expire on February 6, 2020; however, the program was closed upon the authorization by the Company's Board of a new share repurchase program, as further discussed below.

On February 5, 2019, the Company's Board authorized a new common share repurchase program under which the Company, may purchase, from time to time, up to a maximum of $250 million of shares of its outstanding common stock through open market purchases and/or in privately negotiated transactions. Any shares purchased will be retired. The program is set to expire on February 4, 2020. The timing and actual number of shares purchased under the program depend upon marketplace conditions and other factors. The program remains subject to the discretion of the Board. Through March 31, 2019, no shares have been repurchased under this new program.

Item 3. Defaults Upon Senior Securities

None.

Item 4. Mine Safety Disclosures

~~None.~~

Not applicable.

Item 5. Other Information

None.

Item 6. Exhibits

In reviewing any agreements included as exhibits to this report, please remember they are included to provide you with information regarding their terms and are not intended to provide any other factual or disclosure information about the Company, its subsidiaries or other parties to the agreements. Each agreement contains representations and warranties by each of the parties to the applicable agreement. These representations and warranties have been made solely for the benefit of the other parties to the applicable agreement and:

•

should not in all instances be treated as categorical statements of fact, but rather as a way of allocating the risk to one of the parties if those statements prove to be inaccurate;

~~should not in all instances be treated as categorical statements of fact, but rather as a way of allocating the risk to one of the parties if those statements prove to be inaccurate;~~

•

have been qualified by disclosures that were made to the other party in connection with the negotiation of the applicable agreement, which disclosures are not necessarily reflected in the agreement;

~~have been qualified by disclosures that were made to the other party in connection with the negotiation of the applicable agreement, which disclosures are not necessarily reflected in the agreement;~~

•

may apply standards of materiality in a way that is different from what may be viewed as material to you or other investors; and

~~may apply standards of materiality in a way that is different from what may be viewed as material to you or other investors;~~

•

were made only as of the date of the applicable agreement or such other date or dates as may be specified in the agreement and are subject to more recent developments.

~~were made only as of the date of the applicable agreement or such other date or dates as may be specified in the agreement and are subject to more recent developments.~~

Accordingly, these representations and warranties may not describe the actual state of affairs as of the date they were made or at any other time. We acknowledge that, notwithstanding the inclusion of the foregoing cautionary statements, we are responsible for considering whether additional specific disclosures of material information regarding material contractual provisions are required to make the statements in this report not misleading. Additional information about the Company may be found elsewhere in this report and the Company's other public files, which are available without charge through the SEC's website at http://www.sec.gov. Unless otherwise indicated below, the Commission file number to the exhibit is No. 001-12298.

~~Ex # Description~~

~~31. Rule 13a-14(a)/15d-14(a) Certifications.~~

~~31.1Rule 13a-14 Certification of Chief Executive Officer for Regency Centers Corporation.~~

~~31.2Rule 13a-14 Certification of Chief Financial Officer for Regency Centers Corporation.~~

~~31.3Rule 13a-14 Certification of Chief Executive Officer for Regency Centers, L.P.~~

~~31.4Rule 13a-14 Certification of Chief Financial Officer for Regency Centers, L.P.~~

~~32. Section 1350 Certifications.~~

~~32.1~~* 18 U.S.C. § 1350 Certification of Chief Executive Officer for Regency Centers Corporation.

~~32.2~~* 18 U.S.C. § 1350 Certification of Chief Financial Officer for Regency Centers Corporation.

~~32.3~~* 18 U.S.C. § 1350 Certification of Chief Executive Officer for Regency Centers, L.P.

~~32.4~~* 18 U.S.C. § 1350 Certification of Chief Financial Officer for Regency Centers, L.P.

~~101. Interactive Data Files~~

~~101.INS XBRL Instance Document~~

~~101.SCH XBRL Taxonomy Extension Schema Document~~

~~101.CAL XBRL Taxonomy Extension Calculation Linkbase Document~~

~~101.DEF XBRL Taxonomy Definition Linkbase Document~~

~~101.LAB XBRL Taxonomy Extension Label Linkbase Document~~

~~101.PRE XBRL Taxonomy Extension Presentation Linkbase Document~~

Ex #	Description

31.

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

31.1

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

31.2

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

31.3

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

31.4

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

32.	Section 1350 Certifications.

32.1 *

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

32.2 *

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

32.3 *

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

32.4 *

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

101.	Interactive Data Files

101.INS

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

101.SCH

Inline XBRL Taxonomy Extension Schema Document

101.CAL

Inline XBRL Taxonomy Extension Calculation Linkbase Document

101.DEF

Inline XBRL Taxonomy Definition Linkbase Document

101.LAB

Inline XBRL Taxonomy Extension Label Linkbase Document

101.PRE

Inline XBRL Taxonomy Extension Presentation Linkbase Document

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

*	Furnished, not filed.

SIGNATURES

Pursuant to the requirements of Section 13 or 15(d) of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned, thereunto duly authorized.


May 8, 2020
~~May 10, 2019~~	REGENCY CENTERS CORPORATION
	By:	/s/ ~~Lisa Palmer~~ ~~Lisa Palmer,~~Michael J. Mas
		Michael J. Mas, Executive Vice President and Chief Financial Officer (Principal Financial Officer)

	By:	/s/ J. Christian Leavitt
		J. Christian Leavitt, Senior Vice President and Treasurer (Principal Accounting Officer)


May 8, 2020
~~May 10, 2019~~	REGENCY CENTERS, L.P.
	By:	Regency Centers Corporation, General Partner
	~~By:~~
	By:	/s/ ~~Lisa Palmer~~ ~~Lisa Palmer,~~Michael J. Mas
		Michael J. Mas, Executive Vice President and Chief Financial Officer (Principal Financial Officer)

	By:	/s/ J. Christian Leavitt
		J. Christian Leavitt, Senior Vice President and Treasurer (Principal Accounting Officer)



~~FLORIDA~~ florida (REGENCY CENTERS CORPORATION)		59-3191743
~~DELAWARE~~ Delaware (REGENCY CENTERS, L.P)		59-3429602
(State or other jurisdiction of incorporation or organization)		(I.R.S. Employer Identification No.)

One Independent Drive, Suite 114 Jacksonville, Florida 32202		(904) 598-7000
(Address of principal executive offices) (zip code)		(Registrant's telephone number, including area code)



Title of each class	Trading Symbol	Name of each exchange on which registered
Common Stock, $.01 par value	REG	The Nasdaq Stock Market LLC



Title of each class	Trading Symbol	Name of each exchange on which registered
None	N/A	N/A



Large accelerated filer	x ☒	Accelerated filer	o ☐	Emerging growth company	o ☐
Non-accelerated filer	o ☐	Smaller reporting company	o ☐



Large accelerated filer	o ☐	Accelerated filer	x ☒	Emerging growth company	o ☐
Non-accelerated filer	o ☐	Smaller reporting company	o ☐


☒
x	QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934


☐
o	TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934



		2019		2018
Assets		(unaudited)
Real estate assets, at cost	$	10,875,058		10,863,162
Less: accumulated depreciation		1,605,681		1,535,444
Real estate investments, net		9,269,377		9,327,718
Investments in real estate partnerships		456,733		463,001
Properties held for sale		15,275		60,516
Cash, cash equivalents and restricted cash (including $3,305 and $2,658 of restricted cash at March 31, 2019 and December 31, 2018, respectively)		42,784		45,190
Tenant and other receivables		160,635		172,359
Deferred leasing costs, less accumulated amortization of $102,141 and $101,093 at March 31, 2019 and December 31, 2018, respectively		82,477		84,983
Acquired lease intangible assets, less accumulated amortization of $225,693 and $219,689 at March 31, 2019 and December 31, 2018, respectively		280,613		387,069
Right of use assets, net		296,859		—
Other assets		412,851		403,827
Total assets	$	11,017,604		10,944,663
Liabilities and Equity
Liabilities:
Notes payable	$	3,009,886		3,006,478
Unsecured credit facilities		673,852		708,734
Accounts payable and other liabilities		183,983		224,807
Acquired lease intangible liabilities, less accumulated amortization of $99,163 and $92,746 at March 31, 2019 and December 31, 2018, respectively		475,065		496,726
Lease liabilities		225,122		—
Tenants’ security, escrow deposits and prepaid rent		46,923		57,750
Total liabilities		4,614,831		4,494,495
Commitments and contingencies		—		—
Equity:
Stockholders’ equity:
Common stock, $0.01 par value per share, 220,000,000 shares authorized; 167,517,243 and 167,904,593 shares issued at March 31, 2019 and December 31, 2018, respectively		1,675		1,679
Treasury stock at cost, 410,963 and 390,163 shares held at March 31, 2019 and December 31, 2018, respectively		(21,226	)	(19,834	)
Additional paid-in-capital		7,639,353		7,672,517
Accumulated other comprehensive loss		(6,096	)	(927	)
Distributions in excess of net income		(1,263,011	)	(1,255,465	)
Total stockholders’ equity		6,350,695		6,397,970
Noncontrolling interests:
Exchangeable operating partnership units, aggregate redemption value of $23,615 and $20,532 at March 31, 2019 and December 31, 2018, respectively		10,641		10,666
Limited partners’ interests in consolidated partnerships		41,437		41,532
Total noncontrolling interests		52,078		52,198
Total equity		6,402,773		6,450,168
Total liabilities and equity	$	11,017,604		10,944,663

REGENCY CENTERS, L.P. Consolidated Statements of Capital For the three months ended March 31, 2019 and 2018 (in thousands) (unaudited)

		General Partner Preferred and Common Units		Limited Partners		Accumulated Other Comprehensive Income (Loss)		Total Partners’ Capital		Noncontrolling Interests in Limited Partners’ Interest in Consolidated Partnerships		Total Capital
Balance at December 31, 2017	$	6,698,341		10,907		(6,289	)	6,702,959		30,095		6,733,054
Adjustment due to change in accounting policy (note 1)		30,889		—		12		30,901		2		30,903
Adjusted balance at January 1, 2018		6,729,230		10,907		(6,277	)	6,733,860		30,097		6,763,957
Net income		52,660		111		—		52,771		694		53,465
Other comprehensive loss		—		23		11,041		11,064		460		11,524
Deferred compensation plan, net		(3	)	—		—		(3	)	—		(3	)
Distributions to partners		(95,207	)	(194	)	—		(95,401	)	(1,018	)	(96,419	)
Restricted units issued as a result of amortization of restricted stock issued by Parent Company		4,121		—		—		4,121		—		4,121
Common units repurchased and retired as a result of common stock repurchased and retired by Parent Company		(124,989	)	—		—		(124,989	)	—		(124,989	)
Common units issued as a result of common stock issued by Parent Company, net of repurchases		(6,275	)	—		—		(6,275	)	—		(6,275	)
Balance at March 31, 2018		6,559,537		10,847		4,764		6,575,148		30,233		6,605,381

Balance at December 31, 2018		6,398,897		10,666		(927	)	6,408,636		41,532		6,450,168
Net income		90,446		190		—		90,636		857		91,493
Other comprehensive income		—		(11	)	(5,169	)	(5,180	)	(348	)	(5,528	)
Contributions from partners		—		—		—		—		895		895
Distributions to partners		(97,992	)	(204	)	—		(98,196	)	(1,565	)	(99,761	)
Reallocation of limited partner's interest		(66	)	—		—		(66	)	66		—
Restricted units issued as a result of restricted stock issued by Parent Company, net of amortization		3,952		—		—		3,952		—		3,952
Common units repurchased and retired as a result of common stock repurchased and retired by Parent Company		(32,778	)	—		—		(32,778	)	—		(32,778	)
Common units redeemed as a result of common stock redeemed by Parent Company, net of issuances		(5,668	)	—		—		(5,668	)	—		(5,668	)
Balance at March 31, 2019	$	6,356,791		10,641		(6,096	)	6,361,336		41,437		6,402,773



(in thousands)	March 31, 2019		December 31, 2018
Assets
Net real estate investments	$	128,175	112,085
Cash, cash equivalents and restricted cash	22,274		7,309
Liabilities
Notes payable	17,640		18,432
Equity
Limited partners’ interests in consolidated partnerships	31,146		30,280



(in thousands)	Weighted Average Contractual Rate	Weighted Average Effective Rate	March 31, 2019			December 31, 2018
Notes payable:
Fixed rate mortgage loans	4.5%	4.1%	$	360,865		403,306
Variable rate mortgage loans	3.5%	3.6%	127,081		⁽¹⁾	127,850
Fixed rate unsecured public and private debt	4.0%	4.4%	2,521,940			2,475,322
Total notes payable			3,009,886			3,006,478
Unsecured credit facilities:
Line of Credit (the "Line") ⁽²⁾	3.5%	3.7%	110,000			145,000
Term loans	2.4%	2.5%	563,852			563,734
Total unsecured credit facilities			673,852			708,734
Total debt outstanding			$	3,683,738		3,715,212

⁽¹⁾ Includes five mortgages whose interest rates vary on LIBOR based formulas. Three of these variable rate loans have interest rate swaps in place to fix the interest rates at a range of 2.8% to 4.1%.
⁽²⁾ Weighted average effective and contractual rate for the Line is calculated based on a fully drawn Line balance.



							Fair Value
(in thousands)							Assets (Liabilities)⁽¹⁾
Effective Date	Maturity Date	Notional Amount		Counterparty Pays Variable Rate of	Regency Pays Fixed Rate of		March 31, 2019			December 31, 2018
12/6/18	6/28/19	$	250,000	30 year U.S. Treasury	3.147%	⁽²⁾	$	—		(5,491	)
4/3/17	12/2/20	$	300,000	1 Month LIBOR with Floor	1.824%		2,255			3,759
8/1/16	1/5/22	265,000		1 Month LIBOR with Floor	1.053%		8,110			10,838
4/7/16	4/1/23	20,000		1 Month LIBOR	1.303%		626			880
12/1/16	11/1/23	33,000		1 Month LIBOR	1.490%		918			1,376
6/2/17	6/2/27	37,500		1 Month LIBOR with Floor	2.366%		(224		)	629
							$	11,685		11,991

⁽¹⁾ Derivatives in an asset position are included within Other assets in the accompanying Consolidated Balance Sheets, while those in a liability position are included within Accounts payable and other liabilities.
(2) On March 7, 2019, the Company settled its 30 year Treasury rate lock in connection with its issuance of the $300 million 4.65% unsecured notes due March 2049 for $5.7 million, which is included in the balance of AOCI and will be reclassified to earnings over the 30 year term of the hedged transaction.



		Future Minimum Rents as of (in thousands)
Year Ending December 31,		March 31, 2019			December 31, 2018
2019	$	578,963	⁽¹	⁾	761,151
2020		713,553			693,848
2021		629,638			608,587
2022		537,753			516,369
2023		437,109			414,424
Thereafter		1,778,839			1,691,203
Total	$	4,675,855			4,685,582
⁽¹⁾ The future minimum rental income for 2019 as of March 31, 2019 includes amounts due between April 1, 2019 and December 31, 2019.



		Three months ended March 31,
		2019
Operating lease expense
Ground leases	$	3,673
Office leases		1,042
Total fixed operating lease expense	$	4,715
Variable lease expense
Ground leases	$	428
Office leases		143
Total variable lease expense	$	571
Total Lease Expense	$	5,286
Cash paid for amounts included in the measurement of operating lease liabilities
Operating cash flows from operating leases	$	3,692



		Lease liabilities (in thousands)
Year Ending December 31,		Ground Leases		Office Leases		Total
2019 ⁽¹⁾	$	8,004		3,807		11,811
2020		10,706		4,976		15,682
2021		10,674		3,863		14,537
2022		10,698		2,893		13,591
2023		10,914		2,188		13,102
Thereafter		598,327		5,955		604,282
Total undiscounted lease liabilities	$	649,323		23,682		673,005
Present value discount		(445,324	)	(2,559	)	(447,883	)
Lease liabilities		203,999		21,123		225,122
Weighted average discount rate		5.2	%	4.0	%
Weighted average remaining term		49.9 years		5.9 years

⁽¹⁾ The undiscounted lease liability maturities shown for 2019 are as of March 31, 2019, and includes amounts due between April 1, 2019 and December 31, 2019.



		Future Lease Obligations (in thousands)
Year Ending December 31,		Ground Leases	Office Leases	Total Future Lease Obligations
2019	$	10,672	4,405	15,077
2020		10,439	4,294	14,733
2021		10,344	3,549	13,893
2022		10,258	2,893	13,151
2023		10,369	2,189	12,558
Thereafter		461,762	5,944	467,706
Total	$	513,844	23,274	537,118



	Controlling Interests							Noncontrolling Interests				Total
	Cash Flow Hedges			Unrealized gain (loss) on Available-For-Sale Debt Securities		AOCI		Cash Flow Hedges		AOCI		AOCI
Balance as of December 31, 2018	$	(805	)	(122	)	(927	)	189		189		(738	)
Other comprehensive income before reclassifications	(5,154		)	137		(5,017	)	(335	)	(335	)	(5,352	)
Amounts reclassified from AOCI ⁽¹⁾	(152		)	—		(152	)	(24	)	(24	)	(176	)
Current period other comprehensive income, net	(5,306		)	137		(5,169	)	(359	)	(359	)	(5,528	)
Balance as of March 31, 2019	$	(6,111	)	15		(6,096	)	(170	)	(170	)	(6,266	)

⁽¹⁾ Amounts reclassified from AOCI into income are presented within Interest expense, net in the Consolidated Statements of Operations.



	Three months ended March 31, 2019
	Leasing Transactions ⁽¹⁾	SF (in thousands)	Base Rent PSF		Tenant Allowance and Landlord Work PSF		Leasing Commissions PSF
Anchor Leases
New	3	75	$	14.80	$	42.63	$	4.47
Renewal	20	445	$	12.80	$	0.26	$	0.08
Total Anchor Leases ⁽¹⁾	23	520	$	13.09	$	6.36	$	0.71
Shop Space
New	86	147	$	33.78	$	27.49	$	7.63
Renewal	180	334	$	32.29	$	1.72	$	0.49
Total Shop Space Leases ⁽¹⁾	266	481	$	32.75	$	9.59	$	2.67
Total Leases	289	1,001	$	22.54	$	7.91	$	1.65

⁽¹⁾ Number of leasing transactions reported at 100%; all other statistics reported at pro-rata share.



	Three months ended March 31, 2018
	Leasing Transactions ^(1,2)	SF (in thousands)	Base Rent PSF		Tenant Allowance and Landlord Work PSF		Leasing Commissions PSF
Anchor Leases
New	6	78	$	24.54	$	26.11	$	9.89
Renewal	15	313	$	14.21	$	0.16	$	0.47
Total Anchor Leases ⁽¹⁾	21	391	$	16.27	$	5.32	$	2.34
Shop Space
New	109	178	$	31.40	$	25.11	$	14.06
Renewal	223	397	$	32.61	$	0.79	$	2.12
Total Shop Space Leases ⁽¹⁾	332	575	$	32.24	$	8.31	$	5.81
Total Leases	353	966	$	25.78	$	7.10	$	4.41

⁽¹⁾ Number of leasing transactions reported at 100%; all other statistics reported at pro-rata share.



	March 31, 2019
Grocery Anchor	Number of Stores	Percentage of Company- owned GLA ⁽¹⁾	Percentage of Annualized Base Rent ⁽¹⁾
Publix	70	6.6%	3.3%
Kroger	56	6.7%	3.1%
Albertsons Companies	46	4.3%	2.8%
Whole Foods	32	2.5%	2.5%
TJX Companies	59	3.0%	2.4%

⁽¹⁾ Includes Regency's pro-rata share of Unconsolidated Properties and excludes those owned by anchors.



		Three months ended March 31,
(in thousands)	Regency's Ownership	2019		2018		Change
GRI - Regency, LLC (GRIR)	40.00%	$	10,736	7,518		3,218
New York Common Retirement Fund (NYC)	30.00%	271		(28	)	299
Columbia Regency Retail Partners, LLC (Columbia I)	20.00%	403		238		165
Columbia Regency Partners II, LLC (Columbia II)	20.00%	482		464		18
Cameron Village, LLC (Cameron)	30.00%	256		244		12
RegCal, LLC (RegCal)	25.00%	2,619		436		2,183
US Regency Retail I, LLC (USAA)	20.01%	255		235		20
Other investments in real estate partnerships	18.38% - 50.00%	15,806		1,242		14,564
Total equity in income of investments in real estate partnerships		$	30,828	10,349		20,479



(in thousands)	March 31, 2019
ATM equity program
Original offering amount	$	500,000
Available capacity	$	500,000

Line of Credit
Total commitment amount	$	1,250,000
Available capacity⁽¹⁾	$	1,127,400
Maturity ⁽²⁾	March 23, 2022

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



	Combined			Regency's Share ⁽¹⁾
(dollars in thousands)	March 31, 2019		December 31, 2018	March 31, 2019			December 31, 2018
Number of Co-investment Partnerships	15		16
Regency’s Ownership	18.38%-50%		9.38%-50%
Number of Properties	117		120
Assets	$	3,158,911	3,227,831	$	1,069,854		1,079,071
Liabilities	1,743,717		1,749,725	578,671			580,219
Equity	1,415,194		1,478,106	491,183			498,852
Negative investment in US Regency Retail I, LLC				3,619			3,513
Basis difference				(36,769		)	(38,064	)
Impairment of investment in real estate partnerships				(1,300		)	(1,300	)
Investments in real estate partnerships				$	456,733		463,001

⁽¹⁾ Pro-rata financial information is not, and is not intended to be, a presentation in accordance with GAAP. However, management believes that providing such information is useful to investors in assessing the impact of its investments in real estate partnership activities on our operations, which includes such items on a single line presentation under the equity method in our consolidated financial statements.



Period	Total number of shares purchased ⁽¹⁾	Average price paid per share		Total number of shares purchased as part of publicly announced plans or programs	Maximum number or approximate dollar value of shares that may yet be purchased under the plans or programs⁽²⁾
January 1 through January 31, 2019	563,229	$	58.20	563,229	$	3,371,220
February 1 through February 28, 2019	95,191	$	64.52	—	$	250,000,000
March 1 through March 31, 2019	108	$	66.11	—	$	250,000,000

⁽¹⁾ Includes 95,299 shares repurchased at an average price of $64.52 to cover payment of withholding taxes in connection with restricted stock vesting by participants under Regency's Long-Term Omnibus Plan.
⁽²⁾ On February 7, 2018, the Company's Board authorized a common share repurchase program under which the Company may purchase, from time to time, up to a maximum of $250 million of its outstanding common stock through open market purchases and/or in privately negotiated transactions. Any shares purchased will be retired. Through January 2019, the Company has repurchased 4,252,333 shares for $246.6 million under this existing repurchase program. The program was scheduled to expire on February 6, 2020; however, the program was closed upon the authorization by the Company's Board of a new share repurchase program, as further discussed below. On February 5, 2019, the Company's Board authorized a new common share repurchase program under which the Company, may purchase, from time to time, up to a maximum of $250 million of shares of its outstanding common stock through open market purchases and/or in privately negotiated transactions. Any shares purchased will be retired. The program is set to expire on February 4, 2020. The timing and actual number of shares purchased under the program depend upon marketplace conditions and other factors. The program remains subject to the discretion of the Board. Through March 31, 2019, no shares have been repurchased under this new program.