SECURITIES AND EXCHANGE COMMISSION UNITED STATES Washington, DC 20549 FORM 8-K/A CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported) August 1, 1996 REGENCY REALTY CORPORATION (Exact name of registrant as specified in its charter) Florida 1-12298 59-3191743 (State or other jurisdiction (Commission (IRS Employer of incorporation) File Number) Identification No.) 121 West Forsyth Street, Suite 200 Jacksonville, Florida 32202 (Address of principal executive offices) (Zip Code) Registrant's telephone number including area code: (904)-356-7000 Not Applicable (Former name or former address, if changed since last report) ITEM 7. FINANCIAL STATEMENTS, PRO FORMA FINANCIAL INFORMATION AND EXHIBITS A. Financial Statements and Pro Forma Financial Information A) Financial Statements: City View Shopping Center Independent Auditors' Report Statement of Revenues and Certain Expenses for the year ended December 31, 1995 Union Square Shopping Center Independent Auditors' Report Statement of Revenues and Certain Expenses for the year ended December 31, 1995 Palm Harbour Shopping Village Independent Auditors' Report Statement of Revenues and Certain Expenses for the year ended December 31, 1995 Welleby Plaza Audited Financial Statements are unavailable. The acquisition purchase price of $7,251,000 represents 2.29% of total pro forma assets. B) Pro Forma Financial Information: Regency Realty Corporation Pro Forma Condensed Consolidated Balance Sheet, June 30, 1996 (unaudited) Pro Forma Condensed Statements of Operations for the Six Month Period ended June 30, 1996 and the year ended December 31, 1995 (unaudited) C) Exhibits 10. Material Contracts *(a) Purchase and Sale Agreement dated April 16, 1996, between RRC Acquisitions, Inc., a wholly-owned subsidiary of the Company as purchaser, and Connecticut General Life Insurance Company, on Behalf of its Separate Account R as seller, relating to the acquisition of Welleby Plaza. *(b) Purchase and Sale Agreement dated June 19, 1996, between RRC Acquisitions, Inc., a wholly-owned subsidiary of the Company as buyer, and Norcom Development, Inc. as seller, relating to the acquisition of City View Shopping Center and Union Square Shopping Center. *(c) Purchase and Sale Agreement dated March 29, 1996, between RRC Acquisitions, Inc., a wholly-owned subsidiary of the Company as buyer, and Palm Harbour Centers Associates as seller, relating to the acquisition of Palm Harbour Shopping Village. - ------------------------ * Filed August 9, 1996 SIGNATURES Pursuant to the requirements of the Securities and Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized. REGENCY REALTY CORPORATION (registrant) September 19, 1996 By: /s/ J. Christian Leavitt --------------------------------------- J. Christian Leavitt Vice President and Treasurer Independent Auditors' Report The Board of Directors Regency Realty Corporation: We have audited the accompanying statement of revenues and certain expenses (defined as being gross income less operating costs and expenses, exclusive of expenses not directly related to the operation of the property) of City View Shopping Center for the year ended December 31, 1995. This financial statement is the responsibility of management. Our responsibility is to express an opinion on this statement of revenues and certain expenses based on our audit. We conducted our audit in accordance with generally accepted auditing standards. Those standards require that we plan and perform the audit to obtain reasonable assurance about whether the statement of revenues and certain expenses is free of material misstatement. An audit includes examining, on a test basis, evidence supporting the amounts and disclosures in the statement of revenues and certain expenses. An audit also includes assessing the accounting principles used and significant estimates made by management, as well as evaluating the overall presentation of the statement of revenues and certain expenses. We believe that our audit provides a reasonable basis for our opinion. The accompanying statement of revenues and certain expenses of City View Shopping Center was prepared for the purposes of complying with the rules and regulations of the Securities and Exchange Commission for inclusion in the Form 8-K of Regency Realty Corporation and excludes material amounts, described in note 1 to the statement of revenues and certain expenses, that would not be comparable to those resulting from the proposed future operations of the property. In our opinion, the statement of revenues and certain expenses referred to above presents fairly, in all material respects, the revenue and certain expenses (as defined above) of City View Shopping Center for the year ended December 31, 1995, in conformity with generally accepted accounting principles. /s/ KPMG Peat Marwick LLP ================================ KPMG Peat Marwick LLP Certified Public Accountants Jacksonville, Florida August 9, 1996 CITY VIEW SHOPPING CENTER Statement of Revenues and Certain Expenses Year ended December 31, 1995 Real estate operation revenues: Minimum rent $ 624,512 Recoveries from tenants 103,550 --------- 728,062 --------- Real estate operation expenses: Operating and maintenance 59,729 Management fees 38,282 Real estate taxes 42,218 General and administrative 11,918 --------- 152,147 --------- Revenues in excess of certain expenses $ 575,915 ========= See accompanying notes to statement of revenues and certain expenses. CITY VIEW SHOPPING CENTER Notes to Statement of Revenues and Certain Expenses Year ended December 31, 1995 1. Basis of Presentation The statement of revenues and certain expenses relates to the operation of a 77,550 square foot shopping center (the "Property") located in Charlotte, North Carolina. The Property's records are maintained on the accrual basis which is used for Federal income tax reporting purposes. Adjustments, if necessary, have been made to present the accompanying financial statement on the accrual basis of accounting in conformity with generally accepted accounting principles. Subsequent to December 31, 1995, the Property was acquired by Regency Realty Corporation (RRC) in a transaction accounted for as a purchase. All operations of the Property will be included in the consolidated financial statements of RRC beginning at the acquisition date. The accompanying financial statement is not representative of the actual operation for the period presented as certain expenses, which may not be comparable to the expenses expected to be incurred by RRC in the proposed future operation of the Property, have been excluded. RRC is not aware of any material factors relating to the Property that would cause the reported financial information not to be necessarily indicative of future operating results. Costs not directly related to the operation of the Property have been excluded and consist of interest, depreciation, professional fees, and various other non operating expenses. 2. Operating Leases During 1995, three tenants paid minimum rent that exceeded 10% of the total minimum rent earned by the Property. The tenants, and the minimum rent paid, are as follows: Winn Dixie Supermarkets $ 281,600 Public Library 80,000 Youthland Academy 85,260 ======== CITY VIEW SHOPPING CENTER Notes to Statement of Revenue and Certain Expenses Year ended December 31, 1995 2. Operating Leases, continued The Property is leased to tenants under operating leases with expiration dates extending to the year 2013. Future minimum rent under noncancelable operating leases excluding tenant reimbursements of operating expenses and excluding additional contingent rentals based on tenants' sales volume, as of December 31, 1995 are as follows: Year ending December 31, Amount 1996 $ 654,425 1997 656,388 1998 671,129 1999 691,321 2000 668,200 ========= Independent Auditors' Report The Board of Directors Regency Realty Corporation: We have audited the accompanying statement of revenues and certain expenses (defined as being gross income less operating costs and expenses, exclusive of expenses not directly related to the operation of the property) of Union Square Shopping Center for the year ended December 31, 1995. This financial statement is the responsibility of management. Our responsibility is to express an opinion on this statement of revenues and certain expenses based on our audit. We conducted our audit in accordance with generally accepted auditing standards. Those standards require that we plan and perform the audit to obtain reasonable assurance about whether the statement of revenues and certain expenses is free of material misstatement. An audit includes examining, on a test basis, evidence supporting the amounts and disclosures in the statement of revenues and certain expenses. An audit also includes assessing the accounting principles used and significant estimates made by management, as well as evaluating the overall presentation of the statement of revenues and certain expenses. We believe that our audit provides a reasonable basis for our opinion. The accompanying statement of revenues and certain expenses of Union Square Shopping Center was prepared for the purposes of complying with the rules and regulations of the Securities and Exchange Commission for inclusion in the Form 8-K of Regency Realty Corporation and excludes material amounts, described in note 1 to the statement of revenues and certain expenses, that would not be comparable to those resulting from the proposed future operations of the property. In our opinion, the statement of revenues and certain expenses referred to above presents fairly, in all material respects, the revenue and certain expenses (as defined above) of Union Square Shopping Center for the year ended December 31, 1995, in conformity with generally accepted accounting principles. /s/ KPMG Peat Marwick LLP ============================= KPMG Peat Marwick LLP Certified Public Accountants Jacksonville, Florida August 9, 1996 UNION SQUARE SHOPPING CENTER Statement of Revenues and Certain Expenses Year ended December 31, 1995 Real estate operation revenues: Minimum rent $ 633,605 Percentage rent 6,974 Recoveries from tenants 139,995 --------- 780,574 --------- Real estate operation expenses: Operating and maintenance 73,665 Management fees 37,479 Real estate taxes 66,762 General and administrative 3,057 --------- 180,963 --------- Revenues in excess of certain expenses $ 599,611 ========= See accompanying notes to statement of revenues and certain expenses. UNION SQUARE SHOPPING CENTER Notes to Statement of Revenues and Certain Expenses Year ended December 31, 1995 1. Basis of Presentation The statement of revenues and certain expenses relates to the operation of a 97,191 square foot shopping center (the "Property") located in Monroe, North Carolina. The Property's records are maintained on the cash basis which is used for Federal income tax reporting purposes. Adjustments have been made to present the accompanying financial statement on the accrual basis of accounting in conformity with generally accepted accounting principles. Subsequent to December 31, 1995, the Property was acquired by Regency Realty Corporation (RRC) in a transaction accounted for as a purchase. All operations of the Property will be included in the consolidated financial statements of RRC beginning at the acquisition date. The accompanying financial statement is not representative of the actual operation for the period presented as certain expenses, which may not be comparable to the expenses expected to be incurred by RRC in the proposed future operation of the Property, have been excluded. RRC is not aware of any material factors relating to the Property that would cause the reported financial information not to be necessarily indicative of future operating results. Costs not directly related to the operation of the Property have been excluded, and consist of interest, depreciation, professional fees, and various other non operating expenses. 2. Operating Leases During 1995, two tenants paid minimum rent that exceeded 10% of the total minimum rent earned by the Property. The tenants, and the minimum rent paid, are as follows: Harris-Teeter Supermarkets $198,000 Consolidated Theatre 203,755 ========= UNION SQUARE SHOPPING CENTER Notes to Statement of Revenues and Certain Expenses Year ended December 31, 1995 2. Operating Leases, continued The Property is leased to tenants under operating leases with expiration dates extending to the year 2009. Future minimum rent under noncancelable operating leases excluding tenant reimbursements of operating expenses and excluding additional contingent rentals based on tenants' sales volume, as of December 31, 1995 are as follows: Year ending December 31, Amount 1996 $ 733,599 1997 815,185 1998 822,072 1999 821,178 2000 826,796 ========= Independent Auditors' Report The Board of Directors Regency Realty Corporation: We have audited the accompanying statement of revenues and certain expenses (defined as being gross income less operating costs and expenses, exclusive of expenses not directly related to the operation of the property) of Palm Harbour Shopping Village for the year ended December 31, 1995. This financial statement is the responsibility of management. Our responsibility is to express an opinion on this statement of revenues and certain expenses based on our audit. We conducted our audit in accordance with generally accepted auditing standards. Those standards require that we plan and perform the audit to obtain reasonable assurance about whether the statement of revenues and certain expenses is free of material misstatement. An audit includes examining, on a test basis, evidence supporting the amounts and disclosures in the statement of revenues and certain expenses. An audit also includes assessing the accounting principles used and significant estimates made by management, as well as evaluating the overall presentation of the statement of revenues and certain expenses. We believe that our audit provides a reasonable basis for our opinion. The accompanying statement of revenues and certain expenses of Palm Harbour Shopping Village was prepared for the purposes of complying with the rules and regulations of the Securities and Exchange Commission for inclusion in the Form 8-K of Regency Realty Corporation and excludes material amounts, described in note 1 to the statement of revenues and certain expenses, that would not be comparable to those resulting from the proposed future operations of the property. In our opinion, the statement of revenues and certain expenses referred to above presents fairly, in all material respects, the revenue and certain expenses (as defined above) of Palm Harbour Shopping Village for the year ended December 31, 1995, in conformity with generally accepted accounting principles. /s/ KPMG Peat Marwick LLP ================================= KPMG Peat Marwick LLP Certified Public Accountants Jacksonville, Florida August 27, 1996 PALM HARBOUR SHOPPING VILLAGE Statement of Revenues and Certain Expenses Year ended December 31, 1995 Real estate operation revenues: Minimum rent $ 1,314,399 Percentage rent 19,613 Recoveries from tenants 325,790 ----------- 1,659,802 ----------- Real estate operation expenses: Operating and maintenance 249,740 Management fees 68,439 Real estate taxes 139,138 General and administrative 14,460 ----------- 471,777 ----------- Revenues in excess of certain expenses $ 1,188,025 =========== See accompanying notes to statement of revenues and certain expenses. PALM HARBOUR SHOPPING VILLAGE Notes to Statement of Revenues and Certain Expenses Year ended December 31, 1995 1. Basis of Presentation The statement of revenues and certain expenses relates to the operation of a 159,369 square foot shopping center (the "Property") located in Palm Coast, Florida. The Property's records are maintained on the modified cash basis which is used for Federal income tax reporting purposes. Adjustments have been made to present the accompanying financial statement on the accrual basis of accounting in conformity with generally accepted accounting principles. Subsequent to December 31, 1995, the Property was acquired by Regency Realty Corporation (RRC) in a transaction accounted for as a purchase. All operations of the Property will be included in the consolidated financial statements of RRC beginning at the acquisition date. The accompanying financial statement is not representative of the actual operations for the period presented as certain expenses, which may not be comparable to the expenses expected to be incurred by RRC in the proposed future operation of the Property, have been excluded. RRC is not aware of any material factors relating to the Property that would cause the reported financial information not to be necessarily indicative of future operating results. Costs not directly related to the operation of the Property have been excluded, and consist of interest, depreciation, professional fees, and various other non operating expenses. 2. Operating Leases During 1995, two tenants paid minimum rent that exceeded 10% of the total minimum rent earned by the Property. The tenants, and the minimum rent paid, are as follows: Publix Supermarkets $ 269,268 Bealls 213,600 ========= PALM HARBOUR SHOPPING VILLAGE Notes to Statement of Revenues and Certain Expenses Year ended December 31, 1995 2. Operating Leases, continued The Property is leased to tenants under operating leases with expiration dates extending to the year 2009. Future minimum rent under noncancelable operating leases excluding tenant reimbursements of operating expenses and excluding additional contingent rentals based on tenants' sales volume, as of December 31, 1995 are as follows: Year ending December 31, Amount 1996 $ 1,400,576 1997 1,332,765 1998 1,158,339 1999 905,838 2000 777,351 ========= REGENCY REALTY CORPORATION Pro Forma Condensed Consolidated Balance Sheet June 30, 1996 (Unaudited) (in thousands) The following unaudited pro forma consolidated balance sheet is based upon the historical consolidated balance sheet of the Company as of June 30, 1996 as if the Company had acquired the Acquisition Properties as of that date. This pro forma consolidated balance sheet should be read in conjunction with the Company's quarterly report filed on Form 10-Q for the quarter ended June 30, 1996, and the pro forma consolidated statement of operations of the Company and notes thereto included elsewhere herein. The unaudited pro forma consolidated balance sheet is not necessarily indicative of what the actual financial position of the Company would have been at June 30, 1996, nor does it purport to represent the future financial position of the Company. Regency Regency Realty Realty Corporation Acquisition Corporation Assets Historical Properties Pro Forma Real estate rental property, at cost, less accumulated depreciation $ 277,370 25,726 (a) 303,096 Cash and cash equivalents 6,167 - 6,167 Deferred costs, accounts receivable, and other assets 7,258 - 7,258 --------- ---------- --------- $ 290,795 25,726 316,521 ========= ========== ========= Liabilities and Stockholders' Equity Liabilities: Mortgage loans payable 99,244 - 99,244 Unsecured line of credit 38,857 9,258 (b) 48,115 Accounts payable and other liabilities 6,288 - 6,288 -------- --------- ----------- Total liabilities 144,389 9,258 153,647 --------- ---------- ----------- Convertible operating partnership units 168 - 168 --------- --------- --------- Stockholders' equity: Common stock $.01 par value per share 69 9 (b) 78 Class B common stock 25 - 25 Additional paid in capital 159,163 16,459 (b) 175,622 Distributions in excess of net income (9,849) - (9,849) Executive officer stock loans (3,170) - (3,170) --------- --------- --------- Total stockholders' equity 146,238 16,468 162,706 --------- --------- --------- $ 290,795 25,726 316,521 ========= ========= ========= See accompanying notes to unaudited pro forma condensed consolidated balance sheet. REGENCY REALTY CORPORATION Notes to Pro Forma Condensed Consolidated Balance Sheet June 30, 1996 (Unaudited) (a) Represents the aggregate purchase price for the Acquisition Properties. Purchase Price Union Square Shopping Center $ 7,189 City View Shopping Center 5,570 Palm Harbour Shopping Village 12,967 --------- $ 25,726 ========= Note 1: Welleby Plaza was acquired on May 31, 1996 for a purchase price of $7,251 and is included in the historical balance sheet as of June 30, 1996. (b) Reflects the net draw on the Company's $75 million unsecured acquisition and development line of credit. On July 10, 1996, the Company sold 934 shares to Security Capital US Realty for a total purchase price of $16,468. These proceeds were used to paydown the line of credit. Total draws for property acquisitions $ 25,726 Total paydown from stock issuance (16,468) --------- Net loan draw $ 9,258 ========= REGENCY REALTY CORPORATION Pro Forma Consolidated Statements of Operations For the Six Month Period ended June 30, 1996 and the Year Ended December 31, 1995 Unaudited (in thousands, except per share data) The following unaudited pro forma consolidated statements of operations are based upon the historical consolidated statements of operations for the six months ended June 30, 1996 and the year ended December 31, 1995 and are presented as if the Company had acquired the Acquisition Properties as of January 1, 1996 and 1995, respectively. These pro forma consolidated statements of operations should be read in conjunction with the Company's 1995 Form 10-K, its quarterly report filed on Form 10-Q dated June 30, 1996, the pro forma consolidated balance sheet of the Company, and the Statement of Revenue and Certain Expenses of the Acquisition Properties and notes thereto included elsewhere herein. The unaudited pro forma consolidated statements of operations are not necessarily indicative of what the actual results of the Company would have been assuming the transactions had been completed as set forth above, nor does it purport to represent the Company's results of operations in future periods. For the Six Months Ended June 30, 1996 ------------------------------------------------------------ Regency Regency Realty Realty Corporation Acquisition Pro Forma Corporation Historical Properties Adjustments Pro Forma (a) Real estate operation revenues: Minimum rent $ 16,001 1,721 0 17,722 Percentage rent 424 0 0 424 Recoveries from tenants and other charges 3,508 388 0 3,896 Leasing and brokerage 1,244 0 0 1,244 Management fees 277 0 0 277 --------- ---------- ---------- ----------- Total real estate operation revenues 21,454 2,109 0 23,563 --------- ---------- ---------- ----------- Real estate operation expenses: Depreciation and amortization 3,905 0 320 (b) 4,225 Operating and maintenance 3,460 425 0 3,885 General and administrative 2,604 0 0 2,604 Real estate taxes 1,912 205 0 2,117 ----------- ------------ ------------ ----------- Total real estate operation expenses 11,881 630 320 12,831 ----------- ------------ ------------ ----------- Interest expense (income): Interest expense 4,630 0 306 (c) 4,936 Interest income (287) 0 0 (287) ----------- ------------ ------------ ----------- Net interest expense 4,343 0 306 4,649 ----------- ------------ ------------ ----------- Net income 5,230 1,479 (626) 6,083 Preferred stock dividends 58 0 0 58 ----------- ------------ ------------ ----------- Net income for common stockholders $ 5,172 1,479 (626) 6,025 =========== ============ ============ =========== Net income for common stockholders $ 0.53 0.56 =========== =========== Weighted average common shares outstanding 9,850 10,784 =========== =========== See accompanying notes to unaudited pro forma statement of operations. REGENCY REALTY CORPORATION Pro Forma Consolidated Statements of Operations (Continued) Unaudited (in thousands, except per share data) For the Year Ended December 31, 1995 ---------------------------------------------------------- Regency Regency Realty Realty Corporation Acquisition Pro Forma Corporation Historical Properties Adjustments Pro Forma (a) Real estate operation revenues: Minimum rent $ 25,044 3,483 0 28,527 Percentage rent 673 0 0 673 Recoveries from tenants and other charges 5,842 817 0 6,659 Leasing and brokerage 1,639 0 0 1,639 Management fees 787 0 0 787 ---------- ---------- ----------- ----------- Total real estate operation revenues 33,985 4,300 0 38,285 ---------- ---------- ----------- ----------- Real estate operation expenses: Depreciation and amortization 6,436 0 641 (b) 7,077 Operating and maintenance 5,683 887 0 6,570 General and administrative 4,894 0 0 4,894 Real estate taxes 3,001 426 0 3,427 ---------- ---------- ----------- ----------- Total real estate operation expenses 20,014 1,313 641 21,968 ---------- ---------- ----------- ----------- Interest expense (income): Interest expense 8,840 0 611 (c) 9,451 Interest income (454) 0 0 (454) ---------- ---------- ----------- ----------- Net interest expense 8,386 0 611 8,997 ---------- ---------- ----------- ----------- Net income 5,585 2,987 (1,252) 7,320 Preferred stock dividends 591 0 0 591 ---------- ---------- ----------- ----------- Net income for common stockholders $ 4,994 2,987 (1,252) 6,729 ========== ========== =========== =========== Net income for common stockholders $ 0.75 0.89 ========== =========== Weighted average common shares outstanding 6,630 7,564 ============ =========== See accompanying notes to unaudited pro forma statement of operations. REGENCY REALTY CORPORATION Notes to Pro Forma Consolidated Statements of Operations For the Six Month Period Ended June 30, 1996 and the Year Ended December 31, 1995 Unaudited (in thousands, except per share data) (a) Reflects revenues and certain expenses of the Acquisition Properties for the periods ended as follows: For the six months ended June 30, 1996 ------------------------------------------------------ Minimum Tenant Operating & Real Shopping Center Rents Recoveries Maintenance Estate Taxes Welleby Plaza $ 383 103 154 74 Union Square Shopping Center 310 86 60 33 City View Shopping Center 322 34 61 24 Palm Harbour Village 706 165 150 74 ------------ ----------- ---------- ---------- $ 1,721 388 425 205 ============ =========== ========== ========== For the year ended December 31, 1995 --------------------------------------------------------- Minimum Tenant Operating & Real Shopping Center Rents Recoveries Maintenance Estate Taxes Welleby Plaza $ 884 247 330 178 Union Square Shopping Center 641 140 114 67 City View Shopping Center 624 104 110 42 Palm Harbour Village 1,334 326 333 139 ----------- ----------- ---------- ----------- $ 3,483 817 887 426 =========== =========== ========== =========== REGENCY REALTY CORPORATION Notes to Pro Forma Consolidated Statements of Operations (continued) Unaudited (in thousands, except per share data) (b) Depreciation expense is based upon the costs allocated to the buildings acquired with a useful life equal to forty years. For the year ended December 31, 1995 ---------------------------------------------------------------- Building Annual Shopping Center Cost Year Built Useful Life Depreciation Welleby Plaza $ 5,363 1982 40 $ 134 Union Square Shopping Center 5,622 1989 40 141 City View Shopping Center 4,310 1993 40 108 Palm Harbour Village 10,343 1978 (*) 40 258 ------- Annual depreciation expense $ 641 ======= Semi-annual depreciation expense $ 320 ======= <FN> (*) Expanded in 1991 to expand Publix and add Bealls and in 1994 to add Blockbusters and Boston Market </FN> (c) To reflect interest expense on the acquisition and development line of credit for net draws for property acquisitions in the amount of $9,258 at an average interest rate of 7.4% Annual Interest $ 611 ======== Semi-annual interest expense $ 306 ========