0000828916-01-500059.txt : 20011031 0000828916-01-500059.hdr.sgml : 20011031 ACCESSION NUMBER: 0000828916-01-500059 CONFORMED SUBMISSION TYPE: 8-K PUBLIC DOCUMENT COUNT: 3 CONFORMED PERIOD OF REPORT: 20010930 ITEM INFORMATION: Acquisition or disposition of assets ITEM INFORMATION: Financial statements and exhibits FILED AS OF DATE: 20011029 FILER: COMPANY DATA: COMPANY CONFORMED NAME: WEINGARTEN REALTY INVESTORS /TX/ CENTRAL INDEX KEY: 0000828916 STANDARD INDUSTRIAL CLASSIFICATION: REAL ESTATE INVESTMENT TRUSTS [6798] IRS NUMBER: 741464203 STATE OF INCORPORATION: TX FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: 8-K SEC ACT: 1934 Act SEC FILE NUMBER: 001-09876 FILM NUMBER: 1768221 BUSINESS ADDRESS: STREET 1: 2600 CITADEL PLAZA DR STREET 2: SUITE 300 CITY: HOUSTON STATE: TX ZIP: 77292 BUSINESS PHONE: 7138666000 MAIL ADDRESS: STREET 1: P O BOX 924133 STREET 2: P O BOX 924133 CITY: HOUSTON STATE: TX ZIP: 77292-4133 8-K 1 doc1.txt UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT PURSUANT TO SECTION 13 OR 15(D) OF THE SECURITIES EXCHANGE ACT OF 1934 Date of report (Date of earliest event reported): October 26, 2001 WEINGARTEN REALTY INVESTORS --------------------------- (Exact name of registrant as specified in its charter) ------------------------------------------------------ 1-9876 ------------------------ (Commission File Number) Texas 74-1464203 ------------------------------------------ ---------------- (State or other jurisdiction of (I.R.S. Employer incorporation or organization) Identification No.) 2600 Citadel Plaza Drive, Suite 300, Houston, Texas 77008 ------=--------------------------------------------------- ---------------- (Address of principal executive offices) (Zip Code) Registrant's telephone number, including area code: (713) 866-6000 -------------- Not applicable (Former name or former address, if changed since last report) ITEM 5. OTHER EVENTS. Weingarten Realty Investors is filing herewith a press release issued by it on October 25, 2001 as Exhibit 99.1 which is included herein. This press release was issued to report its third quarter earnings. On March 23, 2001, Weingarten Realty Investors filed a Registration Statement on Form S-3 (Registration No. 333-57508). Weingarten is filing herewith a revised Exhibit 12.1, Ratio of earnings to combine fixed charges and preferred share dividends, thereto. ITEM 7. FINANCIAL STATEMENTS, PRO FORMA FINANCIAL INFORMATION AND EXHIBITS. (c) Exhibits The following exhibits are filed with this report: 12.1 Ratio of earnings to combined fixed charges and preferred share dividends 99.1 Press Release issued by Weingarten Realty Investors on October 25, 2001. SIGNATURE 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. Date: October 26, 2001 WEINGARTEN REALTY INVESTORS By: /s/ Joe D. Shafer ----------------------- Joe D. Shafer Vice President/Controller INDEX TO EXHIBITS 12.1 Ratio of earnings to combined fixed charges and preferred share dividends 99.1 Press Release issued by Weingarten Realty Investors on October 25, 2001. EX-23.1 3 doc2.txt
WEINGARTEN REALTY INVESTORS COMPUTATION OF RATIOS OF EARNINGS AND FUNDS FROM OPERATIONS TO COMBINED FIXED CHARGES AND PREFERRED DIVIDENDS (AMOUNTS IN THOUSANDS) Years Ended December 31, 2000 1999 1998 1997 1996 ----------- ----------- ----------- ----------- ----------- Net income available to common shareholders $ 58,961 $ 76,537 $ 54,484 $ 54,966 $ 53,938 Add: Portion of rents representative of the interest factor 837 1,260 861 647 589 Interest on indebtedness 43,190 32,792 33,338 29,695 21,674 Preferred dividends 20,040 19,593 5,881 Amortization of debt cost 431 359 359 419 341 ----------- ----------- ----------- ----------- ----------- Net income as adjusted $ 123,459 $ 130,541 $ 94,923 $ 85,727 $ 76,542 =========== =========== =========== =========== =========== Fixed charges: Interest on indebtedness $ 43,190 $ 32,792 $ 33,338 $ 29,695 $ 21,674 Capitalized interest 4,204 3,037 1,375 812 1,285 Preferred dividends 20,040 19,593 5,881 Amortization of debt cost 431 359 359 419 341 Portion of rents representative of the interest factor 837 1,260 861 647 589 ----------- ----------- ----------- ----------- ----------- Fixed charges $ 68,702 $ 57,041 $ 41,814 $ 31,573 $ 23,889 =========== =========== =========== =========== =========== RATIO OF EARNINGS TO COMBINED FIXED CHARGES AND PREFERRED DIVIDENDS 1.80 2.29 2.27 2.72 3.20 =========== =========== =========== =========== =========== Net income available to common shareholders $ 58,961 $ 76,537 $ 54,484 $ 54,966 $ 53,938 Depreciation and amortization 55,344 49,256 41,580 37,544 33,414 Gain on sales of property and securities (382) (20,596) (885) (3,327) (5,563) Extraordinary charge (early retirement of debt) 190 1,392 ----------- ----------- ----------- ----------- ----------- Funds from operations 113,923 105,387 96,571 89,183 81,789 Add: Portion of rents representative of the interest factor 837 1,260 861 647 589 Preferred dividends 20,040 19,593 5,881 Interest on indebtedness 43,190 32,792 33,338 29,695 21,674 Amortization of debt cost 431 359 359 419 341 ----------- ----------- ----------- ----------- ----------- Funds from operations as adjusted $ 178,421 $ 159,391 $ 137,010 $ 119,944 $ 104,393 =========== =========== =========== =========== =========== RATIO OF FUNDS FROM OPERATIONS TO COMBINED FIXED CHARGES AND PREFERRED DIVIDENDS 2.60 2.79 3.28 3.80 4.37 =========== =========== =========== =========== ===========
EX-99.1 4 doc3.txt EXHIBIT 99.1 WEINGARTEN REALTY INVESTORS ANNOUNCES THIRD QUARTER EARNINGSFUNDS FROM OPERATIONS INCREASE 33% Houston, Texas, October 25, 2001: Weingarten Realty Investors (NYSE:WRI) announced today the results of its third quarter, ended September 30, 2001. - Funds from Operations (FFO), increased to $38.4 million, up from $28.9 million for the third quarter of 2000, a 32.8% increase. On a diluted per share basis, FFO increased to $1.18 per share as compared to $1.07 per share for the third quarter of the prior year, a 10.3% increase. For the first nine months of the year, FFO increased to $3.38 per diluted share, up from $3.15 per share for the same time period in 2000. In whole dollars, FFO rose to $107.1 million during the first nine months as compared to $84.5 million for the first nine months of 2000. - Rental revenues for the third quarter increased to $81.4 million, up from $61.8 million for the third quarter of 2000 for a 31.7% increase. For the first nine months, rental revenues increased to $224.9 million as compared to $179.5 million for the same time period of the prior year. - Net income for the third quarter of 2001 totaled $27.4 million or $.69 per diluted share as compared to $19.9 million or $.55 per share for the third quarter of 2000 for a 37.9% increase on a whole dollar basis. For the first nine months, net income rose to $78.8 million or $2.01 per diluted share, up from $59.3 million or $1.65 per share for the first nine months of the prior year. - Occupancy for the overall portfolio was reported at 92.4% for the third quarter of 2001 as compared to 92.8% for the third quarter of 2000. - The Board of Trust Managers declared a dividend of $.79 per common share for the third quarter of 2001, up from $.75 per common share for the third quarter of 2000, a 5.3% increase. The dividend is payable on December 14, 2001 to shareholders of record on December 3, 2001. In announcing the results for the third quarter and the first nine months, Drew Alexander, President and Chief Executive Officer, attributed the strong increases to the Company's acquisition and new development programs as well as the increase in rental rates on new leases and renewals. He noted that rental increases averaged 10.6% on a same space basis and that net of capital costs, the average increase was 7.6%. The Company reported a total of 690 new leases or renewals for the first nine months of the year totaling 3.2 million square feet. Net operating income on a same-property basis increased 3.9% for the first nine months of 2001 as compared to the same period of 2000. Alexander also reported that the Company added two shopping centers to its Florida portfolio during the quarter bringing that state's total to six properties aggregating over 1.2 million square feet. For the first nine months, WRI reported 28 acquisitions, all anchored retail properties that added 4.0 million square feet to the portfolio and represented an investment of $428 million. Subsequent to the end of the third quarter, WRI acquired Oak Hill I and II, adjacent industrial properties located in Austin, Texas. The Company also disposed of five properties during the first nine months of the year including three retail centers and interests in two mini-storage warehouses that no longer met the Company's continued ownership criteria. "The third quarter was a productive period for us as we concentrated on adding quality properties to the portfolio, enhancing our existing portfolio and remaining on schedule with our new developments", stated Alexander. "We are very pleased with our strong results for the first nine months and anticipate continued growth in the fourth quarter even as the economy remains sluggish", he added. Alexander noted that the Company's core portfolio of neighborhood and community shopping centers is very stable due to the core tenant base of retailers that provide basic, everyday necessities such as groceries and drugs. During the third quarter, the Company also announced plans for three new developments that will be located in Texas, Louisiana and Colorado. The three new projects bring WRI's total new developments to 18, all of which will be anchored by a supermarket or a major discount store. Alexander further reported that the Company sold $200 million of 10-year unsecured notes at an all-in rate to the Company of 6.91%. Net proceeds were used to pay down amounts outstanding under its revolving credit facility, according to Alexander. The Company also entered into a $50 million unsecured term loan under the same terms (50 basis points over LIBOR) as the Company's $350 million revolving credit facility. The Company also completed $107 million of reverse interest rate swaps which converted the interest on a like amount of fixed-rate medium term notes to floating rates. According to Alexander, these transactions were executed in order to continue the Company's strategy of maintaining a strong yet conservative capital structure with constant access to a variety of capital sources. The Company also announced that it has had ongoing discussions with the Securities and Exchange Commission regarding its accounting treatment for joint ventures and partnerships. Based on the SEC's current position regarding those factors that constitute control, the Company revised its accounting for 17 of its 29 joint ventures and partnerships. As a result, on these 17 joint ventures, the Company will change from the full consolidation method with minority interest to the equity method of accounting. The change has no effect on funds from operations, net income or shareholders' equity. The Company announced it will file an amended Form 10-K for the year ended December 31, 2000 and amended Form 10-Qs for the first two quarters of 2001. All amounts included in this press release were prepared under the new methodology as will the Form 10-Q for the third quarter of 2001 (to be filed in November). It was also reported that the Board of Trust Managers declared dividends on the Company's preferred shares. The 7.44% Series A Cumulative Redeemable Preferred Shares (NYSE:WRIPrA) dividend of $.465 per share is payable on December 31, 2001 to shareholders of record on December 15, 2001. The 7.125% Series B Cumulative Redeemable Preferred Shares dividend of $.4453 per share is payable on December 17, 2001 to shareholders of record on December 1, 2001. The 7.0% Series C Cumulative Redeemable Preferred Shares (NYSE:WRIPrC) dividend of $.875 per share is payable on December 17, 2001 to shareholders of record on December 1, 2001. The Company also announced that it will host a live web cast of its quarterly conference call on Friday, October 26, 2001 at 11:00 AM Central Time. The web cast can be accessed via the Company's web site, www.weingarten.com. A replay ------------------ of the call will also be available for 24 hours following the live call and can be heard by calling 800-633-8625, reservation # 19841680. The call will also be archived at the web site for up to 90 days. Weingarten Realty Investors is a Houston, Texas based real estate investment trust with 281 income-producing properties in 17 states that spans the southern half of the United States from coast to coast. Included in the portfolio are 225 neighborhood and community shopping centers, 54 industrial properties, one apartment complex and one office building aggregating over 34 million square feet. The Company's common shares are listed on the New York Stock Exchange, trading under the symbol, "WRI". Please visit Weingarten's web site at www.weingarten.com ------------------ Statements included herein that state the Company's or Management's intentions, hopes, beliefs, expectations or predications of the future are "forward-looking" statements within the meaning of the Private Securities Litigation Reform Act of 1995 which by their nature, involve known and unknown risks and uncertainties. The Company's actual results, performance or achievements could differ materially from those expressed or implied by such statements. Reference is made to the Company's regulatory filings with the Securities and Exchange Commission for information or factors, which may impact the Company's performance.
WEINGARTEN REALTY INVESTORS FINANCIAL STATEMENTS (AMOUNTS IN THOUSANDS, EXCEPT PER SHARE AMOUNTS) Three Months Ended Nine Months Ended September 30, September 30, 2001 2000 2001 2000 (unaudited) (unaudited) ---------- ---------- ---------- ---------- STATEMENT OF CONSOLIDATED INCOME AND FUNDS FROM OPERATIONS Rental Income $ 81,428 $ 61,822 $ 224,939 $ 179,534 Interest Income 795 1,615 2,580 4,520 Other Income 790 781 3,275 1,896 ---------- ---------- ---------- ---------- Total Revenues 83,013 64,218 230,794 185,950 ---------- ---------- ---------- ---------- Depreciation and Amortization 17,085 13,817 49,551 39,712 Interest Expense 14,677 11,403 40,072 31,875 Operating Expense 12,857 9,400 33,769 27,390 Ad Valorem Taxes 9,921 8,207 28,114 23,110 General and Administrative Expense 2,385 2,110 7,489 6,033 ---------- ---------- ---------- ---------- Total Expenses 56,925 44,937 158,995 128,120 ---------- ---------- ---------- ---------- Income from Operations 26,088 19,281 71,799 57,830 Equity in Earnings of Joint Ventures 2,517 1,210 4,571 3,323 Minority Interest in Income of Partnerships (699) (629) (2,065) (1,862) Gain(Loss) on Sales of Property (517) 4,467 ---------- ---------- ---------- ---------- Net Income 27,389 19,862 78,772 59,291 Less: Preferred Dividends 5,010 5,010 15,030 15,030 ---------- ---------- ---------- ---------- Net Income Available to Common Shareholders $ 22,379 $ 14,852 $ 63,742 $ 44,261 ========== ========== ========== ========== Net Income Per Common Share--Basic $ 0.69 $ 0.55 $ 2.02 $ 1.65 ========== ========== ========== ========== Net Income Per Common Share--Diluted $ 0.69 $ 0.55 $ 2.01 $ 1.65 ========== ========== ========== ========== Funds from Operations: Net Income Available to Common Shareholders $ 22,379 $ 14,852 $ 63,742 $ 44,261 Depreciation and Amortization 16,451 13,546 47,897 39,131 Depreciation and Amortization of Unconsolidated Joint Ventures 435 486 1,376 1,127 (Gain)Loss on Sales of Property 517 (4,467) Gain on Sales of Property of Unconsolidated Joint Ventures (1,427) (1,427) ---------- ---------- ---------- ---------- Funds from Operations: $ 38,355 $ 28,884 $ 107,121 $ 84,519 ========== ========== ========== ========== Funds from Operations Per Common Share--Basic $ 1.18 $ 1.08 $ 3.39 $ 3.16 ========== ========== ========== ========== Funds from Operations Per Common Share--Diluted $ 1.18 $ 1.07 $ 3.38 $ 3.15 ========== ========== ========== ========== Weighted Average Shares Outstanding--Basic 32,443 26,792 31,556 26,751 ========== ========== ========== ========== Weighted Average Shares Outstanding--Diluted 32,653 26,976 31,716 26,909 ========== ========== ========== ==========
September 30, December 31, 2001 2000 CONSOLIDATED BALANCE SHEETS (Unaudited) (Audited) --------------- -------------- Property $ 2,232,284 $ 1,730,617 Accumulated Depreciation (402,070) (365,344) Investment in Real Estate Joint Ventures 28,788 27,871 Notes Receivable 33,524 38,636 Unamortized Debt and Lease Costs 41,239 36,970 Other Assets 78,170 48,831 --------------- -------------- Total Assets $ 2,011,935 $ 1,517,581 =============== ============== Debt $ 1,076,077 $ 792,353 Accounts Payable and Accrued Expenses 59,857 63,884 Other 10,119 3,891 --------------- -------------- Total Liabilities 1,146,053 860,128 --------------- -------------- Minority Interest 29,656 27,586 --------------- -------------- Preferred Shares of Beneficial Interest 264 265 Common Shares of Beneficial Interest 974 807 Capital Surplus 834,988 628,795 --------------- -------------- Total Shareholders' Equity 836,226 629,867 --------------- -------------- Total Liabilities and Shareholders' Equity $ 2,011,935 $ 1,517,581 =============== ==============