Document
 

UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, DC 20549
 
FORM 8-K/A
 

CURRENT REPORT
Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934

February 27, 2018
Date of Report (Date of earliest event reported)
 
 
 
REGENCY CENTERS CORPORATION
(Exact name of registrant as specified in its charter)
 
https://cdn.kscope.io/2d58cab31c75e409168e1ce1bdeb678f-reglogocover123116a05.jpg
 
Florida
59-3191743
(State or other jurisdiction
of incorporation)
001-12298
(IRS Employer
Identification No.)
 
(Commission
File Number)
 
 
 
 
One Independent Drive, Suite 114
Jacksonville, Florida 32202
(Address of principal executive offices) (Zip Code)
 
 
 
 (904) 598-7000
(Registrant's telephone number, including area code)
 
Not Applicable
(Former name or former address, if changed since last report)

Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions:

 o     Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230 .425)
 o     Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)
 o     Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))
 o     Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))

Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (§230.405 of this chapter) or Rule 12b-2 of the Securities Exchange Act of 1934 (§240.12b-2 of this chapter).

Emerging growth 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.   o
 




Explanatory Note

On February 8, 2018, Regency Centers Corporation (the “Company”) issued a press release and filed a Form 8-K (“Original Report”) with the Securities and Exchange Commission announcing its 2017 fourth-quarter and full-year financial results. Subsequent to issuing the press release, and within the one-year provisional period, the Company revised its provisional purchase price allocation for the assets acquired and liabilities assumed in the merger with Equity One, Inc. The purpose of this Form 8-K/A is to amend items 2.02 and 9.01 of the Original Report to revise the Consolidated Balance Sheets included with the Original Report to reflect this revision.


Item 2.02    Disclosure of Results of Operations and Financial Condition

On February 8, 2018, the Company issued a press release announcing its 2017 fourth-quarter and full-year financial results. The financial information in the February 8, 2018 press release and supplemental has been revised to reflect a revision to the Company’s provisional purchase price allocation for the assets acquired and liabilities assumed in the merger with Equity One, Inc. A copy of the revised Consolidated Balance Sheets is furnished herewith as Exhibit 99.1 and is incorporated by reference.

The information provided in this Item 2.02 (including Exhibit 99.1) of this Current Report on Form 8-K/A is being furnished and shall not be deemed to be “filed” for the purposes of Section 18 of the Securities Exchange Act of 1934, as amended (the “Exchange Act”), or otherwise subject to the liabilities of that Section. The information in this Current Report shall not be deemed to be incorporated by reference in any filing by Regency Centers Corporation pursuant to the Securities Act of 1933, as amended, or the Exchange Act other than to the extent that such filing incorporates by reference any or all of such information by express reference thereto.


Item 9.01    Financial Statements and Exhibits

(d) Exhibits

Exhibit 99.1 Revised Consolidated Balance Sheets of Regency Centers Corporation as of December 31, 2017 and 2016

    




SIGNATURES

Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.

 
REGENCY CENTERS CORPORATION
February 27, 2018
By:

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



Exhibit
EXHIBIT 99.1

Consolidated Balance Sheets
December 31, 2017 and December 31, 2016
(in thousands)
 
2017
 
2016
 
(unaudited)
 

Assets
 
 
 
Real estate investments at cost:
 
 
 
Land, building and improvements
$
10,578,430

 
$
4,752,621

Properties in development
314,391

 
180,878

 
10,892,821

 
4,933,499

Less: accumulated depreciation
1,339,771

 
1,124,391

 
9,553,050

 
3,809,108

Investments in real estate partnerships
386,304

 
296,699

Net real estate investments
9,939,354

 
4,105,807

 
 
 
 
Cash and cash equivalents
49,381

 
17,879

Accounts receivable, net
66,586

 
31,418

Straight line rent receivables, net
88,596

 
69,823

Notes receivable
15,803

 
10,481

Deferred leasing costs, net
80,044

 
69,000

Acquired lease intangible assets, net
478,826

 
118,831

Trading securities held in trust, at fair value
31,655

 
28,588

Goodwill
331,884

 

Other assets
63,588

 
37,079

Total assets
$
11,145,717

 
$
4,488,906

 
 
 
 
Liabilities and Equity
 
 
 
Liabilities:
 
 
 
Notes payable
$
2,971,715

 
$
1,363,925

Unsecured credit facilities
623,262

 
278,495

Total notes payable
3,594,977

 
1,642,420

 
 
 
 
Accounts payable and other liabilities
234,272

 
138,936

Acquired lease intangible liabilities, net
537,401

 
54,180

Tenants' security and escrow deposits
46,013

 
28,868

Total liabilities
4,412,663

 
1,864,404

 
 
 
 
Equity:


 

Stockholders' Equity:
 
 
 
Preferred stock

 
325,000

Common stock, $.01 par
1,714

 
1,045

Additional paid in capital
7,854,797

 
3,277,861

Accumulated other comprehensive loss
(6,289
)
 
(18,346
)
Distributions in excess of net income
(1,158,170
)
 
(994,259
)
Total stockholders' equity
6,692,052

 
2,591,301

Noncontrolling Interests:
 
 
 
Exchangeable operating partnership units
10,907

 
(1,967
)
Limited partners' interest
30,095

 
35,168

Total noncontrolling interests
41,002

 
33,201

Total equity
6,733,054

 
2,624,502

Total liabilities and equity
$
11,145,717

 
$
4,488,906

 
 
 
 
These consolidated balance sheets should be read in conjunction with the Company's most recent Form 10-Q and Form 10-K filed with the Securities and Exchange Commission.

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