Greetings. Welcome to the Regency Centers First Quarter 2020 Earnings Call. At this time, all participants will be in listen-only mode. A brief question-and-answer session will follow the formal presentation. [Operator Instructions] Please note that this conference is being recorded.

At this time, I’ll turn the conference over to Laura Clark, Senior Vice President, Capital Markets. Ms. Clark, you may begin..

Good morning and welcome to Regency’s first quarter 2020 earnings conference call. Joining me today are Lisa Palmer, President and Chief Executive Officer; Mike Mas, Chief Financial Officer; Mac Chandler, Chief Investment Officer; Jim Thompson, Chief Operating Officer; and Chris Leavitt, SVP and Treasurer.

As a reminder, today’s discussion contains forward-looking statements about the company’s future business and financial performance. These are based on management’s current expectations and are subject to risks and uncertainties.

Factors and risks that could cause actual results to differ materially from these statements are included in our presentation today and on our filings with the SEC. The discussion today also contains non-GAAP financial measures.

The comparable GAAP financial measures are included in this quarter’s earnings materials, all of which are posted on our Investor Relations website. I will now turn the call over to Lisa, who will address Regency’s key priorities in light of the COVID-19 pandemic.

A presentation providing additional information regarding COVID-19 business updates and impacts is posted on our website.

Lisa?.

high quality, necessity and convenience focused portfolio, our value-add asset management and development capabilities, the strength of our balance sheet and liquidity position, and our unparalleled team of experienced professionals. In this, my confidence is unwavering.

Jim?.

Thanks, Lisa. Before I get into the details around COVID-19 impacts, I think it is important to quickly touch on the solid first quarter momentum we were experiencing before the pandemic began. First Quarter leasing and base rent growth exceeded our expectations.

While leasing activity has clearly been impacted by the COVID situation, we have still been able to execute a number of renewals over the last 2 months and are continuing to negotiate new leases with numerous tenants.

Many anchor tenants such as Publix, Target, Wegmans and TJX, as well as drugstores, medical uses and banks continue to pursue new deals during this time. We are already seeing activity pickup in those markets where shelter-in-place guidelines are being relaxed.

And we are confident that leasing activity will increase once we have further clarity on reopening across the country. As Lisa mentioned, the top priority for our asset management teams continue to be maintaining the safety and wellbeing of our team members, tenants, properties, and the customers in our communities.

All of our properties have been open and operating for the entirety of the pandemic. In addition to reaching out to each of our 8,000-plus tenants, and continuing to safely make regular on-site visits to properties, our asset management group has also set up our tenant assistant website.

Site includes resources that our tenants are able to leverage, as well as direction on how they can access and apply for government or other assistance programs. We recently hosted a webinar that hundreds of our tenants attended, providing further information on Regency’s plans to help tenants successfully and safely reopen their businesses.

As at the end of April, approximately 40% of our tenants were closed, although we anticipate within the next 30 days to see many of those retailers begin to implement plans to reopen as mandated closures are lifted. We collected 62% of our pro rata base rent for the month of April.

This includes a collection rate of over 90% from tenants deemed to be essential, which represents nearly half our pro rata ABR. April collections for restaurants, which represent approximately 19% of our total ABR was 41%.

And finally, the April collection rate for other retail and service categories, which represents a little over 1/3rd of our annual ABR was 37%.

Given the ongoing uncertainty in the marketplace and extent of future impacts, we remain in the early stages of working with tenants on potential rent deferral plans to help our retailers, especially those that have been totally closed for a period of time, allowing them to focus on reopening and start to rebuild their customer base.

We recognize that Regency success, as it always has been, is tied to our tenants. So we aim to work with our retailers, understanding their needs while being mindful of our contractual rights and long-term strategic objectives. As mandates are lifted and we began to help our tenants and centers transition into a post-COVID environment.

Our teams are prepared to make adjustments to the operation of our centers, such as facilitating more buy online and pickup areas, adding hand sanitation areas, installing social distancing signage reminders, and prohibiting the use of certain common areas until they are deemed safe for all customers.

Just as Regency team and portfolio has successfully navigated through various cycles and disruptions over history, our teams are well equipped and doing everything we can to help our tenants and properties prepared to recover as successfully and quickly as possible.

Mac?.

Thanks, Jim. We continue to have confidence in our ability to create long-term value through disciplined development and redevelopment. That said, given the current environment, it is prudent to reassess the scope, timing and projected investment on each of our in-process projects, as well as our extensive pipeline.

We realized the importance of reevaluating projects to determine if modifications may be necessary, as we think about the future needs of our retailers and their customers, including potential changes to design and formats.

At the end of 2019, we had approximately $350 million of developments and redevelopments in process, but nearly $225 million remaining to be invested. Since the onset of the pandemic, we’ve diligently reevaluated future timing and scope for each of these projects.

As a result of this process, we intend to finish construction on those projects that are nearly complete, as well as those where we have lease in city obligations. We will invest approximately $80 million to complete these projects.

We are also fortunate that at a select number of other projects, construction was at a point where we’re able to pause without experiencing material impacts to our long-term value creation. This has allowed us to selectively defer investment of approximately $145 million of in-process commitments.

For the projects continuing construction as planned, including The Village at Hunter’s Lake in Tampa, and Point 50 in Fairfax, Virginia. The scope and costs are essentially unchanged. For other projects like Carytown Exchange in Richmond, The Abbot on Harvard Square and Market Common Clarendon in Arlington.

We intend to phase our investment in these projects, providing us flexibility as we determine the most appropriate future direction. A Culver Public Market in Los Angeles and Serramonte Center in the Bay Area, we have not yet started vertical construction. We have suspended activity to allow for more time to study and potentially phase these projects.

Investments like these require more material reconsideration of tenancy, scope, timing and return on investment, given the impact of the ongoing response of COVID-19 pandemic. We will be certain to update you on our revised plans as soon as they become more clear.

We are also thoroughly reviewing our near-term investment pipeline, and will continue to position these opportunities to start, while preserving optionality in order to best manage our near-term commitments until we have better visibility of our free cash flow.

We were fortunate to be in a position to continue moving these projects forward, while we assess the timing and scope of our plans. This includes projects such as Westbard Square in Bethesda and Costa Verde, and the UTC market of San Diego. We remain excited to start these projects, when the timing is right.

It’s important to note that these projects are major redevelopments of existing owned shopping centers, and a deferred timing of our incremental investment is mitigated by our ability to maintain NOI from the existing roster of tenants.

We continue to have conviction in the long-term value creation opportunities afforded by these exceptional locations. But at the same time, understand that these investments require patience and discipline, 2 cornerstones of Regency’s proven investment strategy.

Mike?.

Thanks, Mac, and good morning, everyone. I’ll start with our first quarter results where we were off to a good start for the year relative to our initial expectations. While not indicative of expected full year results, I do think it’s important to know that the operating environment was quite healthy.

However, after reserving for open receivables as a result of the pandemic, same property NOI growth for the quarter came in at negative 70 basis points. As noted on our last earnings call, we did plan for a negative first quarter growth rate driven by bankruptcy related move outs, but still our underlying results were better than those expectations.

However, as many of you are aware, GAAP requires that we reserve for any receivables we’re collecting the entirety of the lease obligation is less than probable.

Given the current environment, we reviewed all receivables with emphasis on non-essential tenants, restaurants, local tenants, tenants that did not pay April rent, and all watch-list tenants. Any receivable that was less than probable was reserved, and we will recognize the income as those amounts are received.

This resulted in a bad debt charge the same property growth in the quarter of approximately $2 million above what we originally planned. Relatedly, and as required by the standard, the changing collectability expectations for certain tenants also resulted in a reversal of the related non-cash straight line rent of approximately $3.5 million.

We will continue to evaluate our collectable or uncollectible lease income reserves, as the current situation evolves. Now to the balance sheet and our liquidity position.

Over the years, we have committed to a rigorous set of principles in order to maintain balance sheet strength and flexibility highlighted by low levels of leverage, maximizing free cash flow, access to liquidity to meet our needs, and a well-laddered maturity profile to reduce risk.

As a result, we are very well positioned from a balance sheet and liquidity standpoint, as we pivot towards mitigating the impacts from the ongoing response to this health crisis.

During the quarter, we took several steps to further solidify our position, including settling our forward equity offering and drawing down on our revolving credit facility.

These actions, when aggregated with property sale proceeds that closed during the quarter, positioned Regency with a cash balance of $735 million, which when combined with undrawn capacity, provides total liquidity of approximately $1.3 billion.

While protecting and enhancing our liquidity position, we’re also carefully managing all future capital requirements, including development spend, property level expenditures, as well as G&A and dividend payments, as mentioned earlier by Lisa.

Importantly, and to amplify what Lisa said, we will closely monitor the ongoing impact of the pandemic response on our cash flows, and future dividends will be subject to our ongoing comfort with our liquidity position, our leverage ratios and our taxable income forecasts.

Lastly, as we previously announced, we withdrew our 2020 guidance due to the extreme uncertainties of the impact of the COVID-19 situation. We look forward to providing guidance again, when we have greater clarity around reopening and the impacts to our business.

We understand the need for timely information in this rapidly changing environment and are committed to being as transparent as possible. To that end, and as we did in March, we will provide material mid-quarter business updates, if warranted. That concludes our prepared remarks. And we now welcome your questions..

Thank you. At this time, we’ll now be conducting a question-and-answer session. [Operator Instructions] Thank you. Our first question is from line of Christy McElroy with Citi. Please proceed with your question..

Thank you. Good morning. My first question is for Mac, just following up on some of your opening remarks.

In thinking about just the construction pipeline and understanding you’re deferring $145 million of CapEx, assuming for now that’s just sort of pausing and pushing out that spend and extending the pipeline, to what extent will you revisit that to potentially permanently reduce the scope of those projects and reduce that plan spend and those projections? And given that you’ve removed some of the yield productions? What impact should we expect these delays and interruptions will have on those yield productions ultimately?.

Thanks, Christy. Good morning. I’d say we’re going to revisit that pipeline continually. It’s still very early in the process. And as visibility becomes more clear, we’ll reassess these projects. And as you mentioned, that has to do with tenancy, and timing, and scope, ROI, so it’s a little bit too soon to say when these projects will come back online.

And if some, we elect not to pause, but to stop. But I think at this point, we very much believe in these projects. We believe in the locations and the concept. And we think long term, they’re going to be terrific projects. So at this point, we just need to take a little more time to study these projects.

So I can’t give you a whole lot more clarity at this point, but we’re constantly revisiting those, and we’ll know more. As the quarters come by we’ll be sure to update everybody..

Okay, second question is for Mike. You’ve started to become, obviously, more conservative already in evaluating the collectability of your leases.

What percentage of your ABR did you convert to cash basis as of Q1? And maybe you can provide a little bit more color on how you’ll be further approaching this process as you think about the accounting for 2Q in this environment..

Hey, Christy, good morning. Thank you for the question.

I think it’s a little too early to respond to your first part of your question, how much did you convert to cash basis What we did at the end of the quarter was really about those receivables that were on our books at that point in time, and using the April reaction to the health crisis to inform our assessment of profitability.

So it was simply, our probability of collections has decreased for a certain segment of our tenants as of March. As we move into the second quarter, I think that’s where the relevancy of your question will come into play. And there’s still a lot to be determined there.

As we work through the progress of opening up, as we work with our tenants on lease modifications to the extent they’re necessary, and the context of all of those discussions. And those agreements will inform us as we think about how the standard applies to revenue recognition.

And you hit the nail on the head, some of these modifications will continue to result in accrual accounting. Some will be converted into cash basis. And it’s on us, and we’ll do the best job we possibly can to inform you and all of our investors and stakeholders in that impact going forward..

That will be helpful. Thank you..

The next question is from the line of Greg McGinnis with Scotiabank. Please proceed with your question..

Hey, everyone. So I’ve seen a few somewhat dire reports on the potential fallout of retailers due to the pandemic primarily, in apparel, specialty retail, restaurants.

I’m just curious what your exposure to bankruptcies have been thus far this year, how your watch-list has evolved through the pandemic, and what steps you’re taking to try and mitigate any potential fallout..

Hey, Greg. Good morning. I’m sorry, maybe a little bit of a broken record on too early to tell. And in fact, it is – I think, really, from a high level, nothing’s really changed with respect to our watch-list. The sizing of our watch-list is about the same as it has been. It’s been less than 5% of our ABR, identified.

Do we anticipate that there could be some acceleration and in tenant failures and bankruptcy filings? Absolutely. This is an environment that will certainly result in that. But we haven’t added any amount of significance to our watch-list in some time. And I don’t think this situation has resulted in that occurring just yet..

And I think I would add, as I think about the part of retail real estate that we operate in, I think it’s best positioned. Whatever that post-pandemic world looks like, I like the fact that we are close to neighborhoods, and that we have grocery anchored shopping centers and the quality of our real estate. It’s something that was true pre-COVID.

And it’s certainly going to be, I think, even more true post-COVID, as retailers continue to focus on having physical presence, which I think they still need.

And if anything, that perhaps this has highlighted some of the difficulties in the cost of delivering and of picking up, and that physical presence really is going to be critical as part of their overall strategy and being close to the customer. And having the best locations is going to be of critical importance to them..

Right, that’s fair.

And then, Lisa, are you seeing much benefit from Paycheck Protection plan loan? I mean, have your tenants been successful in getting those funds? And do they use them to pay rents? Or is it more so just keeping folks employed and then you guys may need me to step in and help on the rent side?.

I’m going to – I’ll let Jim really dig into this. But this is – this provides me the opportunity to give another shout out to our property management team, which Jim ultimately really has responsibility for. So allow him to get into the details.

But our team has done, really has worked really tirelessly since the start of this pandemic, staying in touch with all of our tenants and particularly those local tenants that don’t have access to the capital markets to bridge them through this? And so, I I’ll let Jim – I’ll let Jim talk to that..

Okay..

Yeah, Greg, we’ve obviously spent a lot of time sharing information, educating and in some instances really helping some of the local tenants physically fill out the application forms for assistance. We hosted webinars. So I think we’ve done a pretty good job of helping local folks get access to that, those programs.

And from a – I can’t tell you exactly what the ratio of folks that have had benefit of that program. But I will say that there have been several tenants that basically paid their rent in April, due to the fact they were able to access those spots. So there is indication that that has worked.

As we get deeper into the conversations with the tenants, we certainly – that answer will come into play as far as how we evaluate additional needs that they may require to reopen..

All right. Thanks, Jim..

The next question is from the line of Craig Schmidt with Bank of America. Please proceed with your questions..

Thank you.

I just wondering, as the mandates in some of your markets are lifted and non-essential retailers can open, what has been the consumer acceptance of these tenants opening in terms of more discretionary shopping?.

again cautious, slow reopening. And the one thing I would say in Atlanta, what we noticed was, when the salons opened up, the lines, as you can imagine, were out the door, so literally out the door. That is one category that’s popped back pretty quickly. Obviously, they’re instituting some waiting room protocols, some number of chairs.

But they’re bouncing back pretty quickly. The gyms in Atlanta were given the green light. Quite frankly, right now what we have seen is, they’re taking a cautious, and I think, correct approach in kind of waiting a little bit to make sure when they come out, they’ve got a real good program. They’ve got protocols in place.

Again, consumer confidence is going to be key really to all of this for the consumer to come back. And that’s about all I’ve got really for what we’ve seen so far..

That’s great. It’s interesting to see where the priorities lie.

Just one other thing, I was wondering if public somewhat more liberal rent relief program informed any of your rent deferral negotiations with your tenant?.

Short answer, no. As I indicated in the opening remarks, we’re in the early stages of negotiation. We’re certainly not taking a blanket approach at all. We’re being very thoughtful, strategic and targeted. Each tenant will be handled individually.

Our goal is to negotiate common ground to get our retailers open and selling goods and services as soon as possible. Fortunately, we enjoy a high-quality platform, and the majority of our tenants perform well on our assets and want to be here. So I think, we’re both very anxious to get this worked out and behind us.

And so, right now, I would say there’s a real nice balance in the negotiation. They want to be there. We want them there. And we’re trying to, as quickly and expeditiously as possible, get through any document negotiation. But conversations, the data I will say have been productive, positive and, quite frankly, are in line with our expectations..

Thank you for that detail. Bye..

Thank you, Craig..

Our next question is from the line of Shivani Sood with Deutsche Bank. Please proceed with your questions..

Hi, good morning. So the Regency team has a history of working with third-party capital. And you guys certainly have a wide pool of capital available to you guys.

So just curious how these conversations have trended in recent weeks, just particularly given utilization of grocery anchored centers as distribution centers in recent weeks, if there is incremental capital and demand there from some of your partners..

Hey, Shivani, good morning. I appreciate the question. We are – I’ll start with just liquidity from a capital perspective. We’re very fortunate to be partnered with some of the largest pension funds in the country, CalPERS, CalSTRS, State of Oregon. And in those long-standing relationships, we have, as you said, access to capital.

Our partners as well have access to capital. And the plan that Jim and his team is operating to work with our tenants, to minimize the disruption to income and cash flow to the best of our ability. Our partners are in agreement with our approach. And that has been not surprising to see. I think that’s a product of a longstanding relationship between us.

So that’s been comforting. I think what you’re asking is more forward-looking product type question. And I think our – again, our alignment of interest is there. There continues to be an interest in investing capital in the necessity-based grocery-anchored space, in the private capital markets.

And our partners, those that I’ve mentioned have consistently asked about continuing investment opportunity together with Regency, given our historical performance.

So I’d say, our vision of the future of the space, which is positive – and I think there’s no been no better time to prove out the concept and the relevancy of this product than now, especially with the essential retail requirement that this country needs. And our partners agree with that, and they believe in that as well.

And going forward though, I don’t know necessarily that our capitalization strategy has changed. And that, I don’t know that Regency’s plans to add to our portfolio from a joint venture perspective has changed as a result of this environment. We still feel like the portfolio we currently own with our partners is about appropriately sized.

And we aren’t actively looking to increase that share..

But I do think it’s also important and many of you have heard us talk about this in prior meetings, one-on-one meetings, as well as on calls that, we’ve always – we value those relationships with our partners. And we always thought of them as long term.

And while we haven’t needed their capital for quite some time now, we believe that treating people right and doing well by your partners may, at sometime, pay off in the future. And who knows what the future holds and whether we might need to access third party capital.

And I think the good thing is, I believe that would be available to us if we so chose..

That’s great to hear. And then in terms of the mortgage debt on specific properties, curious, if the 62% rent received in April, if that would potentially trigger any revaluation requirements or covenants, I guess, is there anything we should be aware of there? Thank you..

No. Nothing to be aware of, though, we’ve been in communication with all of our mortgage holders. In fact, we’ve actually closed on $225 million in mortgages in the first quarter of this year, and that many of those closings extended into the shutdown and health crisis.

And I have to make it a point to appreciate and congratulate our capital markets team, Andrew Mumford, who runs the mortgage business for us at Regency.

He has done a remarkable job, maintaining those relationships, closing on those projects, our lenders, we appreciate them living up to their commitments when, in fact, there was an opportunity not to do that. Again, I think that action speaks to our relationships, the value we’ve created over the past. And importantly, the product type.

I think these lenders understand that they’re getting into a durable asset class, highlighted by highly productive grocery stores. And at the end of the day, we’re happy and comforted to close those loans this quarter..

Not this quarter. We close them this week..

This week..

Thanks for your time..

The next question comes from the line of Richard Hill with Morgan Stanley. Please proceed with your question..

Hey, you got Ronald Kamdem on for Richard Hill. 2 quick ones for me. The first one is just going back to the dividend decision.

Just – would like just a little bit more color on sort of the thought process there, because, I think, as you know, I think nobody really knows what’s happening, what’s going to happen over the next 3, 6, 12 months? But are we supposed to read into that having seen the April data? If things don’t get worse, you felt comfortable that the dividend could be maintained at these levels, obviously, if things do get worse, everything is off the table.

But just trying to get a sense of sort of what the scenarios that were thought through about that decision? Thank you..

Of course, I’m really just going to reiterate what I said in the prepared remarks. And again, I’ll go back to something that is clearly part of our strategic objectives in that positioning our balance sheet to really be able to withstand, and oftentimes we said the next recession that we never quite imagine that it would be like this.

But we’ve intentionally strengthened that and positioned ourselves so that we really could withstand some disruptions. And it’s just – it’s early, it is – we’re really early in this situation and the circumstances that we don’t know what will happen over the next 3, 6, 12 months.

But with that said, we came into this with really low payout ratios, right. Our FFO payout ratio is in the low 60%, our AFFO payout ratio in the low 70% range. And what that afforded us was a very high absolute level of free cash flow.

We then – we work to defer some of our capital spend on our developments that provides us even more financial flexibility. And we do believe, because we are – there is uncertainty and so much that’s unknown, but there’s still a possibility that we’ll be able to maintain the current dividend.

And so with that said, we were very confident in paying this second quarter dividend. But again, as I said in my prepared remarks, we’re going to monitor really close closely, what happens over the next 3 months.

The consumer – Jim even mentioned it – consumer confidence is such a big part of this, and how the consumer behaves, you can open the stores, but if they don’t go in, that’s going to impact the success of our tenants. And we will be – we will stay really close to it, and management and the board are going to manage this closely.

And it’s a critical balance, because again, I just said, positioning ourselves to achieve our strategic objectives is critically important. And we’re going to have to weigh paying the dividend with that financial strength to ensure that we can achieve our objectives in the future as well and best be positioned to do that..

Helpful. My second question was just on going back to sort of expenses, and maybe can you provide some color on how much of your expenses can actually be deferred in some ways to form, right? We’re assuming things like property taxes, utility probably can’t.

But just how much of those can be deferred? And the corollary to that question would be what level of rent collection is sort of breakeven to cover those expenses? Thank you..

Sure. From an OpEx perspective, listen, we believe we operate a best-in-class shopping center at a best-in-class efficiency rate. So when you really think, and then as we mentioned on the call, all of our shopping centers are open in over – approaching 60% of our tenants are operating.

So when you think about that, the flexibility within the line items of operating expenses, we feel like we’re running – they’re more fixed than variable, although we’re doing what we can to enhance and provide liquidity to ourselves where we can.

Where you can move the needle a little more at the property levels on CapEx? But certainly to the extent the leasing environment slows down, that will result some savings from a cash perspective.

To the extent, we have some onetime capital items at the property level, parking lot repair, roof repair, to the extent we can defer that capital in a safe manner, we will. And we’re doing that as we speak. But beyond that, from a liquidity standpoint, there isn’t – at the property level, I think that we’re achieving our goals.

And really the needle mover was with respect to our development pipeline and the $145 million, that we were able to, in effect, option to the future, which we felt like provided – helped with that confidence, as Lisa mentioned, as we considered our dividend. Sorry. I’m sorry. Breakeven second part of your question. Really good question.

So from a – it’s about 50% rent collection on the top line to breakeven before capitals. And then after capitals, it’s roughly around 55%..

Got it. That’s helpful. I just want to thank you guys again for all the transparency and disclosures and everything you provide. I think you’re really leading your peers here. We appreciate it..

Thank you..

Laura and Kathryn do an exceptional job and we appreciate you recognizing that..

Our next question comes from the line of Brian Hawthorne with RBC Capital Markets. Please proceed with your question..

Hi, just one for me.

How are you guys balancing – adjusting the tenant mix versus kind of trying to work with some of your current tenants or will replace them if that you feel it’s a better long-term strategy?.

No. I think – yeah, the question wasn’t clear. Sorry.

Can you repeat it?.

Sorry.

Yeah, I’m just going to asking, him how are you balancing – maybe adjusting the tenant mix where you kind of see some people that either were attractive and aren’t now? Or maybe were ones that you were just kind of waiting to get the space back and replace them? How are you looking at that and thinking about that? Has that changed at all from your previous strategy, pre-pandemic?.

Brian, I think, we pride ourselves in our proactive asset management. We’re constantly as you’ve heard us say we’re constantly trying to upgrade the quality of our tenancy our merchandising.

So I think, it’s our standard playbook, I would say during this pandemic, we may have more opportunity to recapture some space, and potentially remerchandise in the future. More to come, but we’re always looking to do that..

Is there anything – any tenants or any industries in particular, where you’re kind of more interested now in remerchandising than maybe you were before?.

No. I think, it’s kind of the known suspects from the watch list. That would be the – that would be where we would expect in our planning opportunities to arise. And that’s – those are the kind of spaces we’re talking to stronger, better retailers, quite frankly, pre-COVID that have their eyes on that space.

So that’s really all I could tell you on that..

Jim is being a little bit humble. We’ve – right, if you look at Regency’s track record, we’ve done – I can say, because I’m not the one that’s done it. Jim and the team has done an exceptional job of really, as he said, proactively managing our tenant mix, and our merchandising mix, and ensuring that we were positioning our centers for the long-term.

And if you – retail is always evolving. This is going to accelerate some of that evolution, no doubt. So we’ve had users come and users go, and we are continually working to ensure that we have an optimal merchandising mix at our centers. It’s really important..

Okay. Thank you for taking my questions..

Our next question is from the line of Mike Mueller with JPMorgan. Please proceed with your question..

Yeah. Hi. I guess putting aside that you have some government exposure this time.

Can you talk a little bit about how your small shops compared today versus the GFC?.

I’m going to let Jim talk to the details. But generally just thinking about what’s happening today, versus what happens, I guess was 11 years ago – 10, 11, 12 years ago. It really is apples and oranges.

And also, the comp – we at Regency have significantly – we made a lot of significant moves since that time in terms of the properties that we sold, really refocusing and having a much more disciplined development program in building properties that we would only want to hold rather than developing to sell.

And I think that if you look at Regency today versus Regency 12 years ago, it’s just – we’re different. And the quality of our tenant base today is certainly at a much higher level than it was then. And I think that – and so with that when I do, and I think I have the rough numbers, and Jim can talk a little bit more.

In fact, in the GFC, we fell to about 92% overall occupancy and 84% shop occupancy, which was one of the highest in the sector’s even then. And then layer on top of that, that I think that we’ve improved the quality of our portfolio. I feel really good about it. But this is a different animal. And there’s still so much that’s unknown.

It’s too hard to predict what the end will be. Right now, we feel really good about the quality of our real estate. We feel really good about the sector that we operate in. And we feel really good about the quality of our tenant base, but there’s a lot more to come.

Got it.

And then what triggers do you look forward to potentially repay some of the cash you pulled off the line?.

Hey, Mike, we will – I think that will dovetail with our assessment of really pulling down the line was a little bit of a reaction and a playbook out of the GFC, frankly, and I think since that point in time, we’ve become very comfortable with the treasury’s response to the potential economic crisis, we feel really good about our capital partners, that are lenders to us on our revolver.

So I would say that those triggers are probably more about the financial capital markets than what we see occurring in the portfolio. That being said, we’re going to give it some time right now. It is a rather inexpensive insurance policy to carry on the balance sheet. At the same time, we are always looking at our debt maturity profile.

I think our history and our track record specifically recently would show that, we built a very – we live by a set of principles, one of which is to limit our annual maturities to no more than 15% of our total debt capital.

And we’re always looking out 2, 3 years to see to be opportunistic and determine if we can stretch out our maturities and just maintain that safety from a capital perspective. So we’re looking at 2022. Obviously, in 2020 and 2021, very limited maturities, we’ve taken care of many of our mortgages already. And 2022 is our next target.

We’ll see what – how the capital markets evolve from this point forward, they feel quite nicely over the last several weeks. But it’s – at the same time, you have to be aware, you have to be careful that every day is a new day in the capital markets, as you know.

And we’re doing what we can to monitor that activity, and we’ll be opportunistic to be kind of something is presented..

Got it. Thank you. That was it..

Our next question is from the line of Floris van Dijkum with Compass Point. Please proceed with your question..

Good morning, guys. Quick – a lot of my questions have been answered. But I have just a more – I guess, a broader question for you. Given that Regency’s got this great balance sheet, you’re sitting on this tremendous liquidity. A lot of your tenants are struggling.

Some of your peers are actually looking to – either provide loans to some of their tenants or – I think, Brookfield just announced a $5 billion fund to invest in some of their tenants.

Would you consider investing in some of your retailers, particularly the ones that pretty well? Or are you going to stick to your – is your view that you’re going to stick to your knitting?.

Again, it’s we’re really – we’re early in the discussion process with our retailers. We do appreciate and acknowledge that many of our tenants are an important part of the fabric of our center. And some of them specifically in – and it’s not a surprise, right, specifically in the restaurant area. There – they can be almost another anchor to centers.

And depending upon how the consumer behaves and how we open up, and again, it’s so much – there’s still so much uncertainty. It’s too early to answer that definitively. I would never say, never. But right now we are discussing and working with the tenants and focusing on getting them reopened and understanding what they need in order to succeed.

And the team – that’s what the team is focused on..

Thanks, Lisa..

Thank you..

The next question is from the line of Linda Tsai with Jefferies & Company. Please proceed with your question..

Hi. I think in past investor – on the past investor presentation, you cited the stat of 40,000 groceries in the industry going to 30,000.

How are you thinking about the magnitude of that number now? Are there any disruptors that might shift that maybe potentially the proliferation of micro fulfillment centers?.

Not sure that we ever put that in print in an investor presentation, but I do recall half actually saying that on an investor calls probably about a year ago. And it’s really just, I mean, it was – we were hypothetically talking at the time saying, there are 40,000 grocery stores in the U.S. even if we were to lose 25% right.

That’s how we think about it. And that number were to really reduce. We still – when you think about Regency as well as all of our other publicly traded peers and other institutionally owned shopping centers, really owned the best real estate. And so when you think of Regency, 416 shopping centers, 80% of which are grocery anchored.

If I do the math, that gets you to somewhere in 300-plus grocery stores. So 300 plus out of – even if there are 30,000, we still believe we’re going to have some of the best of the best in terms of the operators that are – they continue to operate.

And we also do believe that a physical presence is going to continue to be critically important, look at what Amazon is doing in terms of buying Whole Foods and the unverified rumors, I guess, actually though they’ve opened a store already, right. They’re continuing to open grocery stores, even throughout this pandemic.

So I think that the fact that the quality of our real estate, the quality of our anchors, we haven’t necessarily changed our future outlook for grocery stores..

Thanks..

Our next question comes from the line of Chris Lucas with CapitalOne Securities. Please proceed with your question..

Good morning, everyone.

Jim, I’m sorry if I missed this, but did you provide a percentage of ABR that wonder what you’ve already agreed to deferral requests?.

Chris, no, I didn’t. We’re – like I said, we’re early in the process. And all I can tell you there’s more to come and we’ll be able to share more down the road as we kind of get some of this negotiation behind us..

Okay. I just want to make sure I didn’t miss that. And then Mike, I guess 2 questions for you. One is on the loans that you’ve recently closed on it.

I guess, curious as to whether or not there were any lender underwriting changes that sort of incorporated sort of the impact from COVID to their process?.

No, Chris. As I said, they – we applaud them for living up to their commitments, and there was no COVID related modification..

Okay, thanks. And last question, Mike.

Just as it relates to some of these larger development projects that are on review at this point, how should we be thinking about some of the de-leasing numbers you have previously provided, particularly Costa Verde and Westbard?.

I think, it’s project specific. I’m actually going to hand that off to Mac. But I think generally – and it is project excluded to the Westbard as an example is more likely to maintain its occupancy and NOI than maybe a Serramonte, which we had already negotiated that termination. And in fact, their lease was going to expire relatively sooner with J. C.

Penney. So I’ll hand that off to the Mac and he can handle NOI disruption..

Good morning, Chris. I think what’s really important is we’re continuing to position these projects to start. And in order to do that, we need to make sure that we have the ability to get to our tenant spaces. So we’ll continue to extend these tenants on a short-term basis, so that when the timing is right, we can start these projects.

But we should be able to maintain income. It gets tougher. As you go along, that’s not to be unexpected. That’s what we’ve revealed in the past. So we’ll hold to income the best we can, but we think that’s a worthwhile trade to position ourselves to start these projects when the timing is right..

Okay, great. Thank you. Appreciate it..

Next question is from the line of Tammi Fique with Wells Fargo. Please proceed you’re your questions..

Hi, good morning.

Just wondering on – just going back to Chris’s question on the $225 million of mortgages, I guess, were those negotiations taking place pre-COVID? Well, I know they closed recently, but were those negotiation, I guess, taking place earlier?.

Yeah..

Okay, so….

Yeah, Tammi, those commitments were made pre-COVID. But importantly, we closed those into April. I mean, we were deep into both institutions working from home. And no real retrades on pricing or conditions..

Okay. But, I guess, just as an indicator for changes in LTVs or underlying cap-rate assessments or anything else that the lenders are making it difficult to say at this point..

At this point, yes. I think we know that credit spreads are up from what we were able to secure for ourselves. And underwriting there is likely changing as we speak. We haven’t tested yet on securing a new mortgage. These have been just closing deals that had already been struck prior to the crisis..

Okay, thanks. And I’m wondering, if you can comment on what you are seeing so far in May.

I’m sorry if you touched on this already and maybe what your projections are for May rent collections relative to what you collected in April?.

What we’re seeing in May is our collections through, as we sit here today, through yesterday. And in fact, those rates have mirrored what we experienced in April. Beyond that, Tammi, we don’t have any expectations coming into May.

We did anticipate that May had the potential to be less than April, just kind of given the timing of when the closures started to occur and how late they were in March. We thought there was a reasonable chance and a likelihood that May would be worse than April. But we’ve seen those collection rates mirror April on a day-to-day basis to this point..

And they still very may well settle at a lower level than April. That wouldn’t surprise us. And I think, as Mike said, we’re going to remain committed to being transparent and providing updates. So when we feel good that we have good numbers to report, we’ll make sure that we provide you with that..

Okay, yeah, definitely appreciate that. And I’m just wondering the range of collections you’re seeing for April across your markets.

Are you seeing any particular pockets of weakness?.

No, Tammi, really, there’s no real geographic difference at this point. I think as we start to open markets, there likely will be some data that we can interpolate. But right now it’s kind of across the board, same..

All right, thanks. And then just one last question, the goodwill impairment that you took in the quarter, just wondering what that was related to..

Hey, Tammi. You saved the best to last there. No, I’m just joking. So you have to go back in time and understand that why goodwill is on our books. And it goes back to the merger with Equity One. And if you think about the way the purchase price is allocated from an accounting standpoint, at the end of the day, goodwill reflects the synergy value.

But then you get into how the accounting literature is a bit awkward with respect to real estate companies like Regency. Once you determine the value of that goodwill, then you are forced to allocate that to all of your assets. And it’s not the assets you acquired in the merger.

It’s your company’s assets, effectively spreading that synergy value across the platform. And then, not to get overly technical, but now you’re assessing that goodwill for impairment triggers from that point forward. That’s a qualitative test that was triggered with the onset of the crisis.

Really, it was the rapid reduction in share value that triggers that qualitative. Then you move into your quantitative impairment analysis, which is a discounted cash flow approach. And that resulted in about a 40% write-down of our original goodwill. Importantly, it’s therefore to reflect synergy value of the merger with Equity One.

That synergy value has been absorbed and it still exists. And this is where I say the literature for goodwill with respect to real estate companies is a bit awkward, in that they force you to allocate that to the individual assets..

Okay, thank you. That’s helpful..

Sure..

Thank you..

Thank you..

[Operator Instructions] Thank you. At this time, we have no additional questions. I’ll turn the call over to Lisa Palmer for closing remarks..

I’d want to thank everyone again for their time. I want to thank all of our frontline workers. We did have the Blue Angels fly through here today, but it was a little quiet outside my window. So I want to thank them also for saluting Jacksonville hospitals. And happy Mother’s Day weekend to all the mothers. Thanks again..

Thank you. This concludes today’s teleconference. You may disconnect your lines at this time. Thank you for your participation..