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REGENCY CENTERS CORP - Quarter Report: 2019 March (Form 10-Q)


 
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, DC 20549
FORM 10-Q
x
QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934

For the quarterly period ended March 31, 2019
or
o
TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934
For the transition period from              to             
 
Commission File Number 1-12298 (Regency Centers Corporation)
Commission File Number 0-24763 (Regency Centers, L.P.)
 
REGENCY CENTERS CORPORATION
REGENCY CENTERS, L.P.
(Exact name of registrant as specified in its charter)
FLORIDA (REGENCY CENTERS CORPORATION)
regencylogocolora12.jpg
59-3191743
DELAWARE (REGENCY CENTERS, L.P)
59-3429602
(State or other jurisdiction of incorporation or organization)
(I.R.S. Employer Identification No.)
 
 
One Independent Drive, Suite 114
Jacksonville, Florida 32202
(904) 598-7000
(Address of principal executive offices) (zip code)
(Registrant's telephone number, including area code)

Securities registered pursuant to Section 12(b) of the Act:
Regency Centers Corporation
Title of each class
 
Trading Symbol
 
Name of each exchange on which registered
Common Stock, $.01 par value
 
REG
 
The Nasdaq Stock Market LLC
Regency Centers, L.P.
Title of each class
 
Trading Symbol
 
Name of each exchange on which registered
None
 
N/A
 
N/A

________________________________


Indicate by check mark whether the registrant (1) has filed all reports required to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during the preceding 12 months (or for such shorter period that the registrant was required to file such reports), and (2) has been subject to such filing requirements for the past 90 days.
Regency Centers Corporation              YES  x    NO  o                     Regency Centers, L.P.              YES  x    NO  o

Indicate by check mark whether the registrant has submitted electronically, every Interactive Data File required to be submitted pursuant to Rule 405 of Regulation S-T during the preceding 12 months (or for such shorter period that the registrant was required to submit such files).
Regency Centers Corporation              YES  x    NO  o                     Regency Centers, L.P.              YES  x    NO  o



Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, a smaller reporting company, or an emerging growth company. See the definitions of “large accelerated filer,” “accelerated filer,” “smaller reporting company,” and "emerging growth company" in Rule 12b-2 of the Exchange Act. (Check one):
Regency Centers Corporation:
Large accelerated filer
x
Accelerated filer
o
Emerging growth company
o
Non-accelerated filer
o
Smaller reporting company
o
 
 
Regency Centers, L.P.:
Large accelerated filer
o
Accelerated filer
x
Emerging growth company
o
Non-accelerated filer
o
Smaller reporting company
o
 
 

If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act.
Regency Centers Corporation              YES  o    NO   o                    Regency Centers, L.P.              YES  o    NO  o

Indicate by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of the Exchange Act).
Regency Centers Corporation              YES  o    NO   x                    Regency Centers, L.P.              YES  o    NO  x

The number of shares outstanding of the Regency Centers Corporation’s common stock was 167,518,691 as of May 9, 2019.
 




EXPLANATORY NOTE
This report combines the quarterly reports on Form 10-Q for the quarter ended March 31, 2019, of Regency Centers Corporation and Regency Centers, L.P. Unless stated otherwise or the context otherwise requires, references to “Regency Centers Corporation” or the “Parent Company” mean Regency Centers Corporation and its controlled subsidiaries; and references to “Regency Centers, L.P.” or the “Operating Partnership” mean Regency Centers, L.P. and its controlled subsidiaries. The term “the Company”,"Regency Centers" or “Regency” means the Parent Company and the Operating Partnership, collectively.
The Parent Company is a real estate investment trust (“REIT”) and the general partner of the Operating Partnership. The Operating Partnership's capital includes general and limited common Partnership Units (“Units”). As of March 31, 2019, the Parent Company owned approximately 99.8% of the Units in the Operating Partnership. The remaining limited Units are owned by investors. As the sole general partner of the Operating Partnership, the Parent Company has exclusive control of the Operating Partnership's day-to-day management.
The 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
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 $500 million of debt of the Parent Company. 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 and December 31, 2018
 
 
 
 
Consolidated Statements of Operations for the periods ended March 31, 2019 and 2018
 
 
 
 
Consolidated Statements of Comprehensive Income for the periods ended March 31, 2019 and 2018
 
 
 
 
Consolidated Statements of Equity for the periods ended March 31, 2019 and 2018
 
 
 
 
Consolidated Statements of Cash Flows for the periods ended March 31, 2019 and 2018
 
 
 
Regency Centers, L.P.:
 
 
 
 
 
Consolidated Balance Sheets as of March 31, 2019 and December 31, 2018
 
 
 
 
Consolidated Statements of Operations for the periods ended March 31, 2019 and 2018
 
 
 
 
Consolidated Statements of Comprehensive Income for the periods ended March 31, 2019 and 2018
 
 
 
 
Consolidated Statements of Capital for the periods ended March 31, 2019 and 2018
 
 
 
 
Consolidated Statements of Cash Flows for the periods ended March 31, 2019 and 2018
 
 
 
 
Notes to Consolidated Financial Statements
 
 
 
Item 2.
Management's Discussion and Analysis of Financial Condition and Results of Operations
 
 
 
Item 3.
Quantitative and Qualitative Disclosures about Market Risk
 
 
 
Item 4.
Controls and Procedures
 
 
 
PART II - OTHER INFORMATION
 
 
 
 
Item 1.
Legal Proceedings
 
 
 
Item 1A.
Risk Factors
 
 
 
Item 2.
Unregistered Sales of Equity Securities and Use of Proceeds
 
 
 
Item 3.
Defaults Upon Senior Securities
 
 
 
Item 4.
Mine Safety Disclosures
 
 
 
Item 5.
Other Information
 
 
 
Item 6.
Exhibits
 
 
 
SIGNATURES
 
 
 
 
 
 





PART I - FINANCIAL INFORMATION

Item 1. Financial Statements

REGENCY CENTERS CORPORATION
Consolidated Balance Sheets
March 31, 2019 and December 31, 2018
(in thousands, except share 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 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.

1





REGENCY CENTERS CORPORATION
Consolidated Statements of Operations
(in thousands, except per share 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

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.

2




REGENCY CENTERS CORPORATION
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 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.

3





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.

4





REGENCY CENTERS CORPORATION
Consolidated Statements of Cash Flows
For the three months ended March 31, 2019 and 2018
(in thousands)
(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


5





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.

6





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.

7





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.

8




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.

9





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.

10





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


11





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


12




REGENCY CENTERS CORPORATION AND REGENCY CENTERS, L.P.
Notes to Unaudited Consolidated Financial Statements
March 31, 2019

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, the Parent Company, the Operating Partnership, and their controlled subsidiaries on a consolidated basis owned 302 properties and held partial interests in an additional 117 properties through unconsolidated investments in real estate partnerships (also referred to as "joint ventures" or "investment partnerships").
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.
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, the Parent Company owned approximately 99.8% 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 EOP units are exchangeable for one share of common stock of the Parent Company and the unit holder cannot require redemption in cash or other assets.  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.
Real Estate Partnerships
As of March 31, 2019, Regency had a partial ownership interest in 129 properties through partnerships, of which 12 are consolidated. Regency's partners include institutional investors, other real estate developers and/or operators, and individual parties who had a role in Regency sourcing transactions for development and investment (the "Partners" or "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 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.

13



REGENCY CENTERS CORPORATION AND REGENCY CENTERS, L.P.
Notes to Unaudited Consolidated Financial Statements
March 31, 2019

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, 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

14



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

15



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
 
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 million and $12.5 million, as of March 31, 2019 and December 31, 2018, 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.

16



REGENCY CENTERS CORPORATION AND REGENCY CENTERS, L.P.
Notes to Unaudited Consolidated Financial Statements
March 31, 2019

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"), 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.
 
 
 
 
 
 
 

17



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 debt securities.
 
January 2020
 
The Company is currently evaluating the accounting standard, but does not expect the adoption to have a material impact on its financial position, results of operations, or cash flows.
 
 
 
 
 
 
 
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.
 
January 2020
 
The Company currently does not expect the adoption of this ASU to have a material impact on its financial statements and related disclosures.
See Topic 842 for disclosure of collectibility policy over lease receivables from operating leases.
 
 
 
 
 
 
 
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 of adopting this new accounting standard, which is expected to only impact fair value measurement disclosures and therefore should have no impact on the Company's financial position, results of operations, or cash flows.
 
 
 
 
 
 
 
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 adoption of the standard is permitted.
 
January 2020
 
The Company is currently evaluating the accounting standard, but does not expect the adoption to have a material impact on its financial position, results of operations, or cash flows.

18



REGENCY CENTERS CORPORATION AND REGENCY CENTERS, L.P.
Notes to Unaudited Consolidated Financial Statements
March 31, 2019

2.
Real Estate Investments
The following table details the shopping centers acquired or land acquired or leased for development:
(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 during the periods set forth below:
 
 
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, the Company also had one property classified within Properties held for sale on the Consolidated Balance Sheets.


19



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, 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

The following table presents the goodwill balances and activity during the year to date periods ended:
 
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") 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. If events occur that trigger an impairment evaluation at multiple reporting units, a goodwill impairment may be significant.


20



REGENCY CENTERS CORPORATION AND REGENCY CENTERS, L.P.
Notes to Unaudited Consolidated Financial Statements
March 31, 2019

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, 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.


21



REGENCY CENTERS CORPORATION AND REGENCY CENTERS, L.P.
Notes to Unaudited Consolidated Financial Statements
March 31, 2019

As of March 31, 2019, scheduled principal payments and maturities on notes payable and unsecured credit facilities were as follows:
(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 with the financial and other covenants under its unsecured public and private placement debt and unsecured credit facilities.

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.

22



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, 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.
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, 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") 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 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, the Company expects approximately $1.6 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 million related to previously settled swaps on the Company's ten and thirty year fixed rate unsecured debt.

23



REGENCY CENTERS CORPORATION AND REGENCY CENTERS, L.P.
Notes to Unaudited Consolidated Financial Statements
March 31, 2019


7.    Leases

Lessor Accounting
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, real estate taxes, and insurance. Income for these amounts is recognized on a straight line basis.
Variable lease income includes the following two main items in the lease contracts:
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.
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:
 
 
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.

24



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 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.
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.
The ground and office lease expense continues to be recognized on a straight line basis over the term of the leases, including management's estimate of expected option renewal periods. Operating lease expense under 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 the three months ended March 31, 2019 and 2018, respectively, which includes fixed and variable rent expense.

25



REGENCY CENTERS CORPORATION AND REGENCY CENTERS, L.P.
Notes to Unaudited Consolidated Financial Statements
March 31, 2019

The following table summarizes the undiscounted future cash flows by year attributable to the operating lease liabilities under ground and office leases as of March 31, 2019, and provides a reconciliation to the Lease liability included 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.
The following table summarizes 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



26



REGENCY CENTERS CORPORATION AND REGENCY CENTERS, L.P.
Notes to Unaudited Consolidated Financial Statements
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, 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 and December 31, 2018, 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 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 (income) loss in the accompanying Consolidated Statements of Operations, and include unrealized gains of $2.2 million and unrealized losses of $384,000, during the three months ended March 31, 2019 and 2018, respectively.
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

27



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, 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
)
 

There were no assets measured at fair value on a nonrecurring basis as of March 31, 2019. 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 basis as of December 31, 2018:
 
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.


28



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") Program
Under the Parent Company's ATM equity offering program, the Parent Company may sell up to $500 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 available for issuance under this ATM equity program.
Share Repurchase Program
On February 7, 2018, 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. 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.
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 the balances of each component of AOCI:
 
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.

29



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, the Company granted 233,237 shares of restricted stock with a weighted-average grant-date fair value of $65.02 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")
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, 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


30



REGENCY CENTERS CORPORATION AND REGENCY CENTERS, L.P.
Notes to Unaudited Consolidated Financial Statements
March 31, 2019

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)
 
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 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, 2019 and 2018 were 349,902 for both periods.
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)
 
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.

31



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 to chemicals used by the dry cleaning industry, the existence of asbestos in older shopping centers, and 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 or liabilities, that any previous owner, occupant or tenant did not create any material environmental condition not known to it, 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 and December 31, 2018, the Company had $12.6 million and $9.4 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.


32





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

Forward-Looking Statements
In addition to historical information, the following information contains forward-looking statements as defined under federal securities laws. These forward-looking statements include statements about anticipated changes in our revenues, the size of our development and redevelopment program, earnings per share and unit, returns and portfolio value, and expectations about our liquidity. These 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 statements are not guarantees of future performance and involve certain known and unknown risks and uncertainties that could cause actual results to differ materially from those expressed or implied by such statements. Such risks and uncertainties include, but are not limited to changes in national 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 additional information, see “Risk Factors” included in our Annual Report on Form 10-K for the year ended December 31, 2018. The following discussion should be read in conjunction with the accompanying Consolidated Financial Statements and Notes thereto of Regency Centers Corporation and Regency Centers, L.P. appearing elsewhere herein. We do not undertake any obligation to release publicly any revisions to such forward-looking statements to reflect events or uncertainties after the date hereof or to reflect the occurrence of uncertain events.

Defined Terms
In addition to the required Generally Accepted Accounting Principles ("GAAP") presentations, we use certain non-GAAP performance measures as we believe these measures improve the understanding of the Company's operational results. 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.
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.
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 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 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 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 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,

33





therefore, should not be considered a substitute measure of cash flows from operations. The Company provides a reconciliation of Net Income Attributable to Common Stockholders to NAREIT FFO.
Net Operating Income ("NOI") is the sum of base rent, percentage rent, and recoveries from tenants 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 with the NAREIT EBITDAre 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.
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 share of certain operating metrics, along with other non-GAAP measures, makes comparisons of other REITs' operating results to the Company's more meaningful.
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 operating results of properties in our portfolio. We do not control the unconsolidated investment partnerships, and the pro-rata presentations of the assets and liabilities, and revenues and expenses do not represent our legal claim to such items. The partners are entitled to profit or loss allocations and distributions of cash flows according to the operating agreements, which provide for such allocations according to their invested capital. Our share of invested capital establishes the ownership interests we use to prepare our pro-rata share.
The presentation of pro-rata information has limitations which include, but are not limited to, the following:
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.
Because of these limitations, the pro-rata financial information should not be considered independently or as a substitute for our financial statements as reported under GAAP. We compensate for these limitations by relying primarily on our GAAP financial statements, using the pro-rata information as a supplement.
Property In Development includes properties in various stages of development and redevelopment including active pre-development activities.
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.
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.



34





Overview of Our Strategy
Regency Centers Corporation began its operations as a publicly-traded REIT in 1993, and, as of March 31, 2019, had full or partial ownership interests in 419 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 million square feet ("SF") of gross leasable area ("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, the Parent Company owns approximately 99.8% 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 outstanding retailers and service providers with 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 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 with a strong balance sheet; and

Engage a talented, dedicated team of employees, who are guided by Regency’s strong values and special culture, which are aligned with shareholder interests.
Executing on our Strategy
During the three months ended March 31, 2019:
We had Net income attributable to common stockholders of $90.4 million as compared to $52.7 million during the three months ended March 31, 2018.
We sustained same property NOI growth:
We achieved pro-rata same property NOI growth, excluding termination fees, of 2.9%.
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, 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 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 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.
We maintained a conservative balance sheet providing financial flexibility to cost effectively fund investment opportunities and debt maturities:
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.
At March 31, 2019, our annualized net debt-to-operating EBITDAre ratio on a pro-rata basis was 5.3x.

35






Property Portfolio
The following table summarizes general information related to the Consolidated Properties in our portfolio:
(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, 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" is considered space greater than or equal to 10,000 SF and "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, 2019
 
December 31, 2018
% Leased – All Properties
 
94.6%
 
95.6%
Anchor space
 
96.9%
 
98.4%
Shop space
 
90.5%
 
90.9%
The decline in anchor space percent leased is primarily attributable to the closure of one Sears and one K-Mart location as a result of the Sears bankruptcy filing.

36





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, 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 was $32.75 and exceeds the average annual base rent of all shop space leases due to expire during the next 12 months of $31.50 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 rent spreads were positive.

37





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 following table summarizes our most significant tenants, based on their percentage of annualized base rent:
 
 
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
Our management team devotes significant time to researching and monitoring retail trends, consumer preferences, customer shopping behaviors, changes in retail delivery methods, and changing demographics in order to anticipate the challenges and opportunities impacting the retail industry. A greater shift to e-commerce, large-scale retail business failures, and tight credit markets could negatively impact consumer spending and have an adverse effect on our results of 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 traffic, and maintaining a presence in affluent suburbs and dense infill trade areas. As a result of our research and findings, we may reduce new leasing, suspend leasing, or curtail allowances 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.
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 may file for bankruptcy. 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 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 who are in bankruptcy and continue to occupy space in our shopping centers at March 31, 2019 represent an aggregate of 0.2% of our annual base rent on a pro-rata basis.


38





Results from Operations    
Comparison of the three months ended March 31, 2019 and 2018:
Our revenues increased as summarized in the following table:
 
 
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 million, driven by the following contractually billable components of rent to the tenants per the lease agreements:
$5.0 million increase from billable base rent, as follows:
$4.6 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 increase from billable Recoveries from tenants, which represent amounts contractually billable to tenants per the terms of the leases for their reimbursements to us for the 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 rent commencing at development properties;
$362,000 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 termination and assignment fees.
$0.9 million decrease from uncollectible lease income. Beginning with the adoption of ASC 842, Leases, on January 1, 2019, uncollectible lease income is recorded as 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, which is included in Other operating expenses in the accompanying Consolidated Statements of Operations.


39





Changes in our operating expenses are summarized in the following table:
 
 
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 increased, on a net basis, as follows:
$2.1 million increase as we began depreciating costs at development properties where tenant spaces were completed 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 costs decreased, on a net basis, as follows:
$1.7 million increase from operations commencing at development properties; offset by
$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:
$1.0 million increase from development properties where capitalization ceased as tenant spaces became available for occupancy;
$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.


40





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)
 
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 million net increase in total interest expense is driven by $1.2 million increase due to lower capitalization of interest based on the size and progress of development and redevelopment projects in process.
During the three months ended March 31, 2019, we recognized $1.7 million of impairment losses on two operating properties which were sold. During the three months ended March 31, 2018, we recognized $16.1 million of impairment losses on two operating properties, both of which have been sold.
During the three months ended March 31, 2019, we sold 2 operating properties and 2 land parcels for gains totaling $16.5 million.
During the three months ended March 31, 2019, we early redeemed the $250 million 4.8% senior unsecured notes 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 million, primarily driven by changes in unrealized gains of plan assets held in the non-qualified deferred compensation plan.
Our equity in income of investments in real estate partnerships increased as follows:
 
 
 
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 million increase in our equity in income of investments in real estate partnerships is largely attributed to the following changes:

41





$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)
 
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


42






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 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 share of operating results regardless of ownership structure, along with other non-GAAP measures, may assist in comparing the 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" 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)
 
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 increases in recoverable real estate taxes, as noted below.
Operating and maintenance expenses decreased $1.6 million during the three months ended March 31, 2019, primarily due to lower snow removal costs.
Real estate taxes increased $3.3 million during the three months ended March 31, 2019, due to higher real estate tax assessments.

43





Same Property Rollforward:
Our same property pool includes the following property count, pro-rata GLA, and changes therein:
 
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)
 
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.

44





Same Property NOI Reconciliation:
Our reconciliation of property revenues and property expenses to Same Property NOI, on a pro-rata basis, is as follows:
 
 
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.



45





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. Based upon our available 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.
In addition to our $39.5 million of unrestricted cash, we have the following additional sources of capital available:
(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 Board of Directors recently declared a common stock dividend of $0.585 per share, payable on May 23, 2019, to shareholders of record as of May 13, 2019. 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 sufficient cash flow from operations to fund our dividend distributions. We generated cash flow from operations of approximately $131.4 million and $149.9 million for the three months ended March 31, 2019 and 2018, respectively. We paid $97.8 million and $95.0 million to our common stock and unit holders for the three months ended March 31, 2019 and 2018, respectively.
To meet our additional cash requirements beyond our dividend, we will utilize the following:
remaining cash generated from operations after dividends paid,
proceeds from the sale of real estate,
available borrowings from our Line, and
when the capital markets are favorable, proceeds from the sale of equity or the issuance of new long-term debt.

46





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, 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 31, 2018, 87.7% 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 times for each of the periods ended March 31, 2019 and December 31, 2018.
Our Line, Term Loans, 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. We are in compliance with these covenants at March 31, 2019 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)
 
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 million due to:
$15.3 million net decrease in cash due to timing of cash receipts and payments, and
$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,
$1.1 million increase in operating cash flow distributions from our unconsolidated real estate partnerships, and
$1.4 million increase in cash from operating income.

47





Net cash used in investing activities:
Net cash provided by (used in) investing activities changed by $154.2 million as follows:
 
 
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 million 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.
We invested $19.6 million in our real estate partnerships during 2019, including:
$9.2 million to fund our share of acquiring an additional equity interest in one partnership,
$8.1 million to fund our share of development and redevelopment activities, and
$2.3 million to fund our share of debt refinancing.
During the same period in 2018, we invested $39.3 million,including:
$32.7 million to fund our share of acquiring four operating properties,
$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.

48





We plan to continue developing and redeveloping shopping centers for long-term investment. During 2019, we deployed capital of $39.9 million for the development, redevelopment, and improvement of our real estate properties, comprised of the following:
 
 
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
)
Building and tenant improvements decreased $1.8 million in 2019, primarily related to the timing of capital projects.
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.
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.
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. Changes in the level 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.

49





The following table summarizes our in-process consolidated development projects:
(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%.
The following table summarizes our pro-rata share of in-process unconsolidated development projects:
(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.
Net cash (used in) provided by financing activities:
Net cash flows generated from financing activities changed by $182.4 million during 2019, as follows:
 
 
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
)


50





Significant financing activities during the three months ended March 31, 2019 and 2018 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 repaid, net of draws, $35 million on our Line.
We received proceeds of $299 million upon issuance, in March, of $300 million of senior unsecured public notes.
We paid $259.6 million, including a make-whole premium, to early redeem our senior unsecured public notes originally due April 2021, $40.5 million, including prepayment penalty, to repay a 2020 mortgage maturity with an interest rate of 7.3%, and $3.0 million in principal mortgage payments.
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.


51





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, 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, 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.

52





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, 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, our investments in real estate partnerships had notes payable of $1.6 billion maturing through 2034, of which 92.0% had a weighted average fixed interest rate of 4.5%. The remaining notes payable float over LIBOR and had a weighted average variable interest rate of 4.7%. These fixed and variable rate notes payable are all non-recourse, and our pro-rata share was $524.3 million as of March 31, 2019. 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)
 
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 used by the dry cleaning industry, the existence of asbestos in older shopping centers, and underground petroleum storage tanks. We believe that the 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 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. 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.

53





As of March 31, 2019 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; 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 decline as the supply of available retail space exceeds demand and consumer spending declines. Occupancy declines will result in lower recovery rates of our operating expenses.

Item 3. Quantitative and Qualitative Disclosures about Market Risk
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.

Item 4. Controls and Procedures
Controls and Procedures (Regency Centers Corporation)
Under the supervision and with the participation of the Parent Company's management, including its chief executive officer and chief financial officer, the Parent Company conducted an evaluation of its disclosure controls and procedures, as such term is defined under Rule 13a-15(e) and 15d-15(e) promulgated under the Securities Exchange Act of 1934, as amended (the "Exchange Act"). Based on this evaluation, the Parent Company's chief executive officer and chief financial officer concluded that its disclosure controls and procedures were effective as of the end of the period covered by this quarterly report on Form 10-Q to ensure information required to be disclosed in the reports filed or submitted under the Exchange Act is recorded, processed, summarized and reported, within the time period specified in the SEC's rules and forms. These disclosure controls and procedures include 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 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 which have materially affected, or are reasonably likely to materially affect, our internal controls over financial reporting.
Controls and Procedures (Regency Centers, L.P.)
Under the supervision and with the participation of the Operating Partnership's management, including the chief executive officer and chief financial officer of its general partner, the Operating Partnership conducted an evaluation of its disclosure controls and procedures, as such term is defined under Rule 13a-15(e) and 15d-15(e) promulgated under the Exchange Act. Based on this evaluation, the chief executive officer and chief financial officer of its general partner concluded that 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.

54





Other than the implementation of ASC Topic 842, Leases, 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 which have materially affected, or are reasonably likely to materially affect, our internal controls over financial reporting.

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

Item 2.    Unregistered Sales of Equity Securities and Use of Proceeds
There were no unregistered sales of equity securities during the quarter ended March 31, 2019.
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.
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.


55






Item 4.    Mine Safety Disclosures    
None.

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;
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
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

56





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
*
Furnished, not filed.

57





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 10, 2019
REGENCY CENTERS CORPORATION
 
By:

/s/ Lisa Palmer
Lisa Palmer, 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 10, 2019
REGENCY CENTERS, L.P.
 
By:
Regency Centers Corporation, General Partner
 
By:

/s/ Lisa Palmer
Lisa Palmer, President and Chief Financial Officer (Principal Financial Officer)
 
 
 
 
By:

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

58