0000828916-01-500062.txt : 20011031 0000828916-01-500062.hdr.sgml : 20011031 ACCESSION NUMBER: 0000828916-01-500062 CONFORMED SUBMISSION TYPE: 8-K/A PUBLIC DOCUMENT COUNT: 2 CONFORMED PERIOD OF REPORT: 20010630 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/A SEC ACT: 1934 Act SEC FILE NUMBER: 001-09876 FILM NUMBER: 1768898 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/A 1 doc1.txt UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D. C. 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): 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 -------------- ITEM 2. ACQUISITION OR DISPOSITION OF ASSETS This amendment supplements the information provided pursuant to the Form 8-K of Weingarten Realty Investors filed with the Securities and Exchange Commission on October 26, 2001. During the period from January 1, 2001 through the date of this filing, Weingarten Realty Investors acquired a portfolio of 19 retail centers (the "Golden State Portfolio"), ten other retail centers and one industrial project. Material factors considered in each of the acquisitions made by the Company include historical and prospective financial performance of the center, credit quality of the tenancy, local and regional demographics, location and competition, ad valorem tax rates, condition of the property and the related anticipated level of capital expenditures required. The total investment in acquisitions during 2001 is $461 million. Audited financial statements and unaudited pro forma financial information on these properties are submitted in ITEM 7. below. Audited financial statements for the Golden State Portfolio were previously filed under our Form 8-K dated June 23, 2001 and, accordingly, are not included herein. ITEM 7. FINANCIAL STATEMENTS, PRO FORMA FINANCIAL INFORMATION AND EXHIBITS The following financial statements, pro forma financial statements and exhibits are filed as part of this report: (a) Financial statements of businesses acquired: Colonial Plaza Market Center (i) Independent Auditors' Report (ii) Statement of Revenue and Certain Expenses for the Year Ended December 31, 2000 (iii) Notes to Statement of Revenue and Certain Expenses (b) Colonial Plaza Market Center -Statement of Revenue and Certain Expenses for the period from January 1, 2001 through February 28, 2001 (date of acquisition) (unaudited) (c) Pro Forma Condensed Financial Statements (unaudited) of Weingarten Realty Investors, the Acquired Properties and Other Acquisitions 1. Pro Forma Condensed Statement of Consolidated Income for the Year Ended December 31, 2000 and the Six Months Ended June 30, 2001 2. Pro Forma Condensed Balance Sheet as of June 30, 2001 3. Notes and Significant Assumptions (d) Exhibits: Included herewith is Exhibit No. 23.1, the Consent of the Independent Accountants INDEPENDENT AUDITORS' REPORT To the Board of Trust Managers and Shareholders of Weingarten Realty Investors: We have audited the accompanying statement of revenue and certain expenses of the Colonial Plaza Market Center ("Colonial") for the year ended December 31, 2000. This statement of revenue and certain expenses is the responsibility of the Colonial management. Our responsibility is to express an opinion on the statement of revenue and certain expenses based on our audit. We conducted our audit in accordance with auditing standards generally accepted in the United States of America. Those standards require that we plan and perform the audit to obtain reasonable assurance about whether the statement of revenue 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. An audit also includes assessing the accounting principles used and significant estimates made by management, as well as evaluating the overall statement of revenue and certain expense presentation. We believe that our audit provides a reasonable basis for our opinion. The accompanying statement of revenue and certain expenses was prepared for the purpose of complying with the rules and regulations of the Securities and Exchange Commission for inclusion in Form 8-K of Weingarten Realty Investors. Certain expenses (described in Note 1) that would not be comparable to those resulting from the proposed future operations of the property are excluded and the statement is not intended to be a complete presentation of Colonial's revenue and expenses. In our opinion, the statement of revenue and certain expenses presents fairly, in all material respects, the revenue and certain expenses, as defined above, of the Colonial Plaza Market Center for the year ended December 31, 2000, in conformity with accounting principles generally accepted in the United States of America. Deloitte & Touche LLP Houston, Texas September 13, 2001
COLONIAL PLAZA MARKET CENTER STATEMENT OF REVENUE AND CERTAIN EXPENSES FOR THE YEAR ENDED DECEMBER 31, 2000 REVENUE: Rental . . . . . . . . . . . . . . . . . . . . . . . . . . . . . $ 5,021,523 Tenant reimbursements. . . . . . . . . . . . . . . . . . . . . . 1,746,738 ----------- Total Revenue. . . . . . . . . . . . . . . . . . . . . 6,768,261 ----------- CERTAIN EXPENSES: Property operating and maintenance . . . . . . . . . . . . . . . 720,955 Real estate taxes and assessments. . . . . . . . . . . . . . . . 1,162,178 ----------- Total Certain Expenses . . . . . . . . . . . . . . . . 1,883,133 ----------- EXCESS OF REVENUE OVER CERTAIN EXPENSES. . . . . . . . . . . . . . . $ 4,885,128 =========== See accompanying notes to statement of revenue and certain expenses.
COLONIAL PLAZA MARKET CENTER NOTES TO STATEMENT OF REVENUE AND CERTAIN EXPENSES FOR THE YEAR ENDED DECEMBER 31, 2000 1. ORGANIZATION AND SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES Organization - The accompanying statement of revenue and certain expenses includes the operations of the Colonial Plaza Market Center ("Colonial"). Colonial was purchased by Weingarten Realty Investors (the "Company") on February 28, 2001 from Cousins Properties Incorporated. This acquisition, which represents the largest single asset purchase in the history of WRI, is a 480,000-square-foot power center in Orlando, Florida. The center was sold to Weingarten Realty Investors for $54 million. Colonial Plaza Market Center is located on 46 acres on East Colonial Drive (Highway 50) at Bumby Avenue two miles from downtown Orlando. The center is anchored by Babies "R" Us, Barnes & Noble, Circuit City, Just For Feet, Linens 'N Things, Marshalls, Old Navy, Rhodes Furniture, Ross Dress For Less, Stein Mart and Staples. The Company is a Texas real estate investment trust, which is primarily involved in the acquisition, development, and management of real estate, consisting mostly of neighborhood and community shopping centers and, to a lesser extent, industrial properties. Basis of Presentation - The accompanying statement was prepared to comply with the rules and regulations of the Securities and Exchange Commission for inclusion in Form 8-K of the Company. The accompanying statement is not representative of the actual operations for the period presented as certain expenses that may not be comparable to the expenses expected to be incurred by the Company in the future operations of Colonial have been excluded. Excluded expenses consist of interest, depreciation and amortization, property expenses and general and administrative costs not directly comparable to the future operations of Colonial. Revenue Recognition - Rental revenue is generally recognized on a straight-line basis over the life of the lease for operating leases. Tenant reimbursements (payments for taxes, maintenance expenses and insurance by the lessees) are estimated and accrued over the fiscal year. Use of Estimates - The preparation of the financial statement requires management to make use of estimates and assumptions that affect amounts reported in the financial statement as well as certain disclosures. Actual results could differ from those estimates. 2. RENTALS UNDER OPERATING LEASES Future minimum rental income from non-cancelable operating leases at December 31, 2000 is:
2001 . . . $ 5,126,443 2002 . . . 4,696,840 2003 . . . 4,524,048 2004 . . . 4,311,204 2005 . . . 4,139,088 Thereafter $ 19,344,865
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COLONIAL PLAZA MARKET CENTER STATEMENT OF REVENUE AND CERTAIN EXPENSES FOR THE PERIOD FROM JANUARY 1, 2001 THROUGH FEBRUARY 28, 2001 (unaudited) REVENUE: Rental. . . . . . . . . . . . . . . $ 773,988 Tenant reimbursements . . . . . . . 284,346 ---------- Total Revenue . . . . . . 1,058,334 ---------- CERTAIN EXPENSES: Property operating and maintenance. 132,418 Real estate taxes and assessments . 184,091 ---------- Total Certain Expenses. . 316,509 ---------- EXCESS OF REVENUE OVER CERTAIN EXPENSES $ 741,825 ==========
WEINGARTEN REALTY INVESTORS PRO FORMA CONDENSED FINANCIAL STATEMENTS (Unaudited) (in thousands, except per share amounts) These unaudited Pro Forma Condensed Statements of Consolidated Income for the year ended December 31, 2000 and the six months ended June 30, 2001 and Pro Forma Condensed Balance Sheet at June 30, 2001 are presented as if (A) the acquisitions of the acquired properties and (B) the acquisition of other properties, as set forth in the Notes and Significant Assumptions, had occurred as of the beginning of each period. The pro forma adjustments on the pro forma condensed statements of income reflect the revenues and expenses, other than depreciation and interest, of the Acquired Properties and the Other Acquisitions (see Notes A and B for descriptions of the properties included in each grouping and for pro forma assumptions for interest and depreciation) from the beginning of the period through the date of acquisition by WRI. The pro forma adjustments on the pro forma condensed balance sheet primarily reflects the purchase price of properties acquired subsequent to June 30, 2001 (see Note C). WEINGARTEN REALTY INVESTORS PRO FORMA CONDENSED STATEMENT OF CONSOLIDATED INCOME YEAR ENDED DECEMBER 31, 2000
Adjustment Adjustment for Acquired for Other Pro Historical Properties(A) Acquisitions(B) Forma ------------ -------------- ---------------- ---------- Revenue: Rentals $ 243,633 $ 43,680 $ 15,674 $ 302,987 Interest 5,476 43 5,519 Other 3,136 187 3,323 ------------ -------------- ---------------- ---------- Total Revenue 252,245 43,680 15,904 311,829 ------------ -------------- ---------------- ---------- Expenses: Operating 37,689 6,089 2,351 46,129 Ad Valorem Taxes 31,439 4,445 2,133 38,017 Depreciation & Amortization 54,597 6,644 2,578 63,819 Interest 43,190 25,012 9,136 77,338 General & Administrative 8,213 8,213 ------------ -------------- ---------------- ---------- Total Expenses 175,128 42,190 16,198 233,516 ------------ -------------- ---------------- ---------- Income (Loss) from Operations 77,117 1,490 (294) 78,313 Minority Interest in Income of Partnerships (2,648) (2,648) Gain on Sales of Property 382 382 Equity in Earnings of Joint Ventures 4,150 4,150 ------------ -------------- ---------------- ---------- Net Income(Loss) $ 79,001 $ 1,490 $ (294) $ 80,197 ============ ============== ================ ========== Net Income (Loss) Available to Common Shareholders: Basic $ 58,961 $ 1,490 $ (294) $ 60,157 ============ ============== ================ ========== Diluted $ 59,092 $ 1,490 $ (294) $ 60,288 ============ ============== ================ ========== Net Income per Common Share - Basic $ 2.20 $ 2.25 ============ ========== Net Income per Common Share - Diluted $ 2.19 $ 2.24 ============ ========== Weighted Average Number of Shares Outstanding: Basic 26,775 26,775 ============ ========== Diluted 26,931 26,931 ============ ==========
WEINGARTEN REALTY INVESTORS PRO FORMA CONDENSED STATEMENT OF CONSOLIDATED INCOME SIX MONTHS ENDED JUNE 30, 2001
Adjustment Adjustment for Acquired for Other Pro Historical Properties(A) Acquisitions(B) Forma ------------ -------------- ---------------- ---------- Revenue: Rentals $ 143,511 $ 10,616 $ 7,289 $ 161,416 Interest 1,785 17 1,802 Other 2,485 27 (58) 2,454 ------------ -------------- ---------------- ---------- Total Revenue 147,781 10,643 7,248 165,672 ------------ -------------- ---------------- ---------- Expenses: Operating 20,912 1,578 1,113 23,603 Ad Valorem Taxes 18,193 996 668 19,857 Depreciation & Amortization 32,466 1,540 1,149 35,155 Interest 25,395 5,159 3,318 33,872 General & Administrative 5,104 40 7 5,151 ------------ -------------- ---------------- ---------- Total Expenses 102,070 9,313 6,255 117,638 ------------ -------------- ---------------- ---------- Income from Operations 45,711 1,330 993 48,034 Minority Interest in Income of Partnerships (1,366) (1,366) Gain on Sales of Property 4,984 4,984 Equity in Earnings of Joint Ventures 2,054 2,054 ------------ -------------- ---------------- ---------- Net Income $ 51,383 $ 1,330 $ 993 $ 53,706 ============ ============== ================ ========== Net Income Available to Common Shareholders: Shareholders: Basic $ 41,363 $ 1,330 $ 993 $ 43,686 ============ ============== ================ ========== Diluted $ 41,427 $ 1,330 $ 993 $ 43,750 ============ ============== ================ ========== Net Income per Common Share - Basic $ 1.33 $ 1.40 ============ ========== Net Income per Common Share - Diluted $ 1.33 $ 1.40 ============ ========== Weighted Average Number of Shares Outstanding: Basic 31,105 31,105 ============ ========== Diluted 31,251 31,251 ============ ==========
WEINGARTEN REALTY INVESTORS PRO FORMA CONDENSED BALANCE SHEET AS OF JUNE 30, 2001 (UNAUDITED) (in thousands)
Adjustment for Pro Historical Acquisitions(C) Forma ------------ ---------------- ----------- Assets: Property $ 2,166,717 $ 63,287 $ 2,230,004 Accumulated Depreciation (388,117) (2,689) (390,806) ------------ ---------------- ------------ Property - net 1,778,600 60,598 1,839,198 Investment in Real Estate Joint Ventures 27,458 27,458 ------------ ---------------- ------------ Total 1,806,058 60,598 1,866,656 Notes Receivable from Joint Ventures and Partnerships 43,499 43,499 Unamortized Debt and Lease Costs 37,814 37,814 Accrued Rent and Accounts Receivable 20,998 20,998 Other 31,763 5,012 36,775 ------------ ---------------- ------------ Total $ 1,940,132 $ 65,610 $ 2,005,742 ============ ================ ============ Liabilities and Equity: Debt $ 1,003,364 $ 63,287 $ 1,066,651 Accounts Payable and Accrued Expenses 59,815 59,815 Other 5,961 5,961 ------------ ---------------- ------------ Total 1,069,140 63,287 1,132,427 ------------ ---------------- ------------ Minority Interest 31,076 31,076 ------------ ---------------- ------------ Shareholders' Equity 839,916 2,323 842,239 ------------ ---------------- ------------ Total $ 1,940,132 $ 65,610 $ 2,005,742 ============ ================ ============
WEINGARTEN REALTY INVESTORS NOTES AND SIGNIFICANT ASSUMPTIONS (Unaudited) (A) ACQUIRED PROPERTIES The aggregate purchase price for the acquisitions described below (the "Acquired Properties") was $332.2 million and was allocated between land and buildings, with the buildings being depreciated over a period of forty years. These purchases were funded under the Company's revolving credit facility (average rate of 5.50%) with the exception of a $131.9 million of debt (average rate of 8.33%) which was assumed by the Company. Pro forma revenue and expenses, other than interest and depreciation, represent the historical amounts of the Acquired Properties. On April 2, 2001, WRI purchased 19 supermarket-anchored shopping centers, aggregating 2.5 million square feet from Burnham Pacific Properties, Inc. These properties (the "Golden State Portfolio") are over 96% leased and are located in the Sacramento/San Francisco Bay area (13 properties) and in the Los Angeles area (six properties). On February 28, 2001, WRI purchased a 480,000-square-foot center in Orlando, Florida. Colonial Plaza Market Center is located on 46 acres on East Colonial Drive (Highway 50) at Bumby Avenue two miles from downtown Orlando. The center is anchored by Babies "R" Us, Barnes & Noble, Circuit City, Just For Feet, Linens 'N Things, Marshalls, Old Navy, Rhodes Furniture, Ross Dress For Less, Stein Mart and Staples. B) OTHER ACQUISITIONS The aggregate purchase price for the acquisitions described below (the "Other Acquisitions") totaled $128.9 million. The purchase price is allocated between land and buildings, with the buildings being depreciated over a period of forty years. These purchases were or will be funded under the Company's revolving credit facility (average rate of 5.50%) with the exception of $15,091 of debt (average interest rate of 8.12%) which was assumed by the Company. Pro forma revenue and expenses, other than interest and depreciation, represent the historical amounts of the Other Acquisitions. On May 15, we acquired four supermarket-anchored shopping centers in the Memphis, Tennessee market area. Three of the centers are anchored by Kroger and the fourth is anchored by Seessel's (owned by Albertson's). Other anchor retailers include Walgreen Drugs and Stein Mart. These properties total nearly 617,000 square feet and were over 92% leased in the aggregate. On June 6, we purchased the Venice Pines Shopping Center in Venice, Florida, our fourth property in the state of Florida. This 97,000 square foot center is anchored by Kash N Karry Supermarket and is 91% leased. On June 29, we purchased Parkway Pointe Shopping Center in Cary, North Carolina, a suburb of Raleigh. Anchored by Food Lion, Eckerd Drugs and Ace Hardware, the center was 95% leased upon acquisition. In August, we acquired the Boca Lyons Shopping Center in Boca Raton, Florida. This center is anchored by Ross Dress for Less, Ethan Allen Furniture, Sun Trust Bank and World Savings. This 113,000 square foot center was 94% leased upon acquisition. In September, we purchased Winter Park Corners in Winter Park, Florida. This 103,000 square foot center is anchored by Whole Foods and the Orange County Courthouse and was 100% leased at the date of purchase. On October 18, 2001, we purchased Oak Hill Industrial Park (I and II). This property is located in southwest Austin on Industrial Oaks Blvd., just north of I-71. It consists of two buildings constructed in two phases, in 1982 and 1984. On October 25, 2001, we purchased Sunset Point Shopping Center in Clearwater, Florida. This 236,000 square foot center is anchored by Publix, Old Navy, Barnes & Noble and Eckerds. C) PRO FORMA BALANCE SHEET The Adjustment for Acquisitions represents the purchase price of the properties acquired by WRI subsequent to June 30, 2001. Those properties include the Boca Lyons Shopping Center, Winter Park Corners, Oak Hill Industrial Park and Sunset Point Shopping Center (see Note B). The adjustment to accumulated depreciation is the additional depreciation on all properties acquired from January 1, 2001 through the earlier of the date of acquisition (for those properties acquired before June 30, 2001) or June 30, 2001 (for those properties acquired after June 30). In management's opinion, all adjustments necessary to reflect the effects of these transactions have been made. This unaudited Pro Forma Condensed Statement of Consolidated Income is not necessarily indicative of what actual results of operations would have been had these transactions occurred on January 1, 2000 or 2001, nor does it purport to represent the results of operations for future periods.
WEINGARTEN REALTY INVESTORS STATEMENT OF ESTIMATED TAXABLE OPERATING RESULTS AND CASH TO BE MADE AVAILABLE BY OPERATIONS FOR THE SIX MONTH PERIOD ENDED JUNE 30, 2001 (Unaudited) (in thousands) Revenue . . . . . . . . . . . . . . . . . . . . . . $ 30,169 Expenses: Operating . . . . . . . . . . . . . . . . . . 4,124 Ad Valorem Taxes. . . . . . . . . . . . . . . 2,941 Depreciation & Amortization . . . . . . . . . 4,611 Interest. . . . . . . . . . . . . . . . . . . 14,726 --------- Total Expenses. . . . . . . . . . . . . . . . . . . 26,402 --------- Estimated Taxable Operating Gain. . . . . . . . . . 3,767 Add back depreciation & amortization. . . . . . . . 4,611 --------- Estimated Cash to be Made Available from Operations $ 8,378 ========= Note: This statement of estimated taxable operating results and estimated cash to be made available from operations is an estimate of operating results for all properties acquired by WRI during the six months ended June 30, 2001 and does not purport to reflect actual results for any period.
(c) Exhibits Exhibit Number Description --------------- ----------- 23.1 Consent of Deloitte & Touche LLP 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 thereunto duly authorized. WEINGARTEN REALTY INVESTORS ----------------------------- (Registrant) BY: /s/ Joe D. Shafer ----------------------------- Joe D. Shafer Vice President/Controller (Principal Accounting Officer) DATE: October 29, 2001 EX-23.1 3 doc2.txt EXHIBIT 23.1 INDEPENDENT AUDITORS' CONSENT We consent to the incorporation by reference in Registration Statement No. 33-20964, No. 33-24364, No. 33-41604, No. 33-52473, No. 33-54402, No. 33-54404 and No. 333-94945 of Weingarten Realty Investors on Form S-8, in Post-Effective Amendment No. 1 to Registration Statement 33-25581 of Weingarten Realty Investors on Form S-8 and in Registration Statement No. 333-85967 and No. 333-57508 of Weingarten Realty Investors on Form S-3 of our report dated September 13, 2001 relating to the Statement of Revenue and Certain Expenses for the year ended December 31, 2000 of Colonial Plaza Market Center, included in this Current Report on Form 8-K/A of Weingarten Realty Investors. DELOITTE & TOUCHE LLP Houston, Texas October 29, 2001