SEC Filing | Regency Centers Corporation

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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)




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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