-----BEGIN PRIVACY-ENHANCED MESSAGE----- Proc-Type: 2001,MIC-CLEAR Originator-Name: webmaster@www.sec.gov Originator-Key-Asymmetric: MFgwCgYEVQgBAQICAf8DSgAwRwJAW2sNKK9AVtBzYZmr6aGjlWyK3XmZv3dTINen TWSM7vrzLADbmYQaionwg5sDW3P6oaM5D3tdezXMm7z1T+B+twIDAQAB MIC-Info: RSA-MD5,RSA, LJrRatTAvo1HaxXxeNYoMCUydXSeia335sEPziGYv0/GYxdN/XtqEgIwinCd+GP2 7RnfD6Fe1AfeaR39NtLcZg== 0000828916-03-000085.txt : 20031029 0000828916-03-000085.hdr.sgml : 20031029 20031029154607 ACCESSION NUMBER: 0000828916-03-000085 CONFORMED SUBMISSION TYPE: 8-K PUBLIC DOCUMENT COUNT: 2 CONFORMED PERIOD OF REPORT: 20030930 ITEM INFORMATION: ITEM INFORMATION: Financial statements and exhibits FILED AS OF DATE: 20031029 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: 03963668 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: PO 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 27, 2003 WEINGARTEN REALTY INVESTORS (Exact name of Registrant as specified in its Charter)
Texas 1-9876 74-1464203 (State or other jurisdiction of (I.R.S. Employer incorporation or organization) (Commission file number) Identification Number)
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 7. EXHIBITS. 99.1 Press Release dated October 27, 2003. ITEM 12. RESULTS OF OPERATIONS AND FINANCIAL CONDITION. The information under this caption is furnished by Weingarten Realty Investors (the "Company") in accordance with Securities Exchange Commission Release No. 33-8216. This information shall not be deemed "filed" for purposes of Section 18 of the Securities Exchange Act of 1934, as amended (the "Exchange Act"), or incorporated by reference in any filing under the Securities Act of 1933, as amended, or the Exchange Act, except as shall be expressly set forth by specific reference in such a filing. On October 27, 2003, the Company issued a press release describing its results of operations for the third quarter ended September 30, 2003. A copy of the press release is attached as Exhibit 99.1 to this report. In the earnings release, the Company used the non-GAAP financial measure of Funds from Operations ("FFO"). A reconciliation of FFO to the comparable GAAP financial measure (Net income) is contained in the attached earnings release. Disclosure regarding the definition of FFO used by the Company and why the Company's management believes the presentation of FFO provides useful information to investors is included in the Company's annual report on Form 10-K for the fiscal year ended December 31, 2002. PAGE 2 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 29, 2003 WEINGARTEN REALTY INVESTORS By: /s/ Joe D. Shafer ----------------------- Joe D. Shafer Vice President/Controller PAGE 3 INDEX TO EXHIBITS 99.1 Press Release dated October 27, 2003. PAGE 4 EX-99.1 3 doc2.txt WEINGARTEN REALTY INVESTORS ANNOUNCES THIRD QUARTER FFO UP 7.9% Houston, Texas, October 27, 2003: Weingarten Realty Investors (NYSE:WRI) announced today the results of its third quarter ended September 30, 2003. - Rental revenues for the third quarter of 2003 were $103.5 million, up from $90.5 million for the third quarter of 2002, a 14.4% increase. - Net income available to common shareholders was $28.4 million, as compared to $34.5 million in the third quarter 2002. This represents $.54 per diluted share for the third quarter 2003, as compared to $.65 per diluted share in 2002. The Company noted that net income for the third quarter of 2002 benefited from gains of $10.8 million on the sale of properties as compared to $3.5 million in the same period of 2003. - Funds from Operations (FFO), a supplemental measure of REIT performance, increased to $46.2 million for the third quarter 2003 from $42.8 million for the same period in 2002, a 7.9% increase. On a diluted per share basis, FFO increased to $.88 per share, or 7.3%, as compared to $.82 per share for the same quarter of the previous year. Income generated through negotiated terminations of lease agreements was significantly higher than normal in the current quarter. This increase in FFO of approximately $.03 per share was offset to some extent by the write-off of due diligence costs of about $.01 per share on an abandoned portfolio acquisition that failed to meet our underwriting criteria during our intensive due diligence process. A reconciliation containing adjustments from GAAP net income to FFO is included in the financial statements to this release. - The Company invested $147 million in acquisitions and new development projects during the third quarter 2003, and a total of $307 million for the nine months ended September 30, 2003. Subsequent to quarter-end, four shopping centers were purchased for $73 million. - Occupancy of the overall portfolio was reported at 92.6% for the third quarter of 2003, up from 92.2% for the second quarter 2003 and 91.4% for the quarter ended September 30, 2002. Occupancy for the retail properties was 93.1% at September 30, 2003 as compared to 92.6% at June 30, 2003 and 92.3% at September 30, 2002. The industrial portfolio's occupancy was 91.0% at both September 30, 2003 and June 30, 2003, up significantly from 88.0% at September 30, 2002. It was reported that approximately 90% of the Company's rental revenues are attributable to its retail properties, with the balance primarily coming from its industrial portfolio. - The Board of Trust Managers declared a dividend of $.585 per common share for the third quarter of 2003, up from $.555 per common share in 2002. On an annualized basis, this represents a dividend of $2.34 per share as compared to $2.22 per share for the prior year, a 5.4% increase. The dividend is payable on December 15, 2003 to shareholders of record on December 1, 2003. - The Board of Trust Managers also declared dividends on the Company's preferred shares. The 7.125% Series B Cumulative Redeemable Preferred Shares dividend of $.4453 per share, the 7.00% Series C Cumulative Redeemable Preferred Shares (NYSE: WRIPrC) dividend of $.875 per share and the 6.75% depositary shares representing an interest in Series D Cumulative Redeemable Preferred Shares (NYSE: WRIPrD) dividend of $.4219 are all payable on December 15, 2003 to shareholders of record on December 1, 2003. In announcing the results for the third quarter, Drew Alexander, President and Chief Executive Officer, attributed the Company's continued strong performance primarily to its acquisitions and new development projects brought on-line, as well as to increased rental revenues from the existing portfolio. He indicated that in the first nine months of 2003, the Company completed 855 new leases or renewals totaling 4.7 million square feet with an average increase of 8.7% in the rental rates on a same-store basis. Net of capital costs, rental rates increased 5.1%. Alexander commented, "Despite the ongoing increased competition in the acquisitions arena, Weingarten was able to successfully acquire four excellent properties during the third quarter of 2003. We acquired two supermarket-anchored shopping centers in San Antonio, Texas: Thousand Oaks Shopping Center, a 162,900 square foot center anchored by an HEB Supermarket, Palais Royal and Tuesday Morning, and Fiesta Trails Shopping Center, a 312,400 square foot center anchored by Barnes & Noble, Marshalls, Office Max, Regal Cinemas, and Steinmart. This center also includes an HEB Supermarket and a Target which are corporately-owned. We also acquired Durham Festival, a 134,300 square foot shopping center anchored by Kroger and located in Durham, North Carolina. Finally, we acquired Siempre Viva Business Park, located in San Diego, California. Part of a 1.26 million square foot industrial park, our acquisition of this state-of-the-art dock-high project includes seven buildings totaling 726,800 square feet. The property is 100% leased to tenants such as UPS Supply Chain Solutions, Hitachi, Pioneer and Bose Corporation." Subsequent to quarter-end, Weingarten completed the acquisitions of four additional supermarket-anchored shopping centers representing an investment of $73 million. Sandy Plains Exchange is a 73,000 square foot center located in Marietta, Georgia, a suburb of Atlanta. Anchored by a Publix supermarket, this represents our first shopping center purchase in the Atlanta metroplex. Highlands Ranch University Park is a 88,400 square foot shopping center anchored by a Whole Foods and is located in Highlands Ranch, Colorado, a suburb of Denver. This represents the Company's first acquisition under our strategic joint venture with AEW Capital Management. We also purchased Westland Terrace in Orlando, Florida. This 68,000 square foot center is anchored by a corporately-owned Super Target. Finally, we purchased Overton Park, an Albertson's-anchored 351,000 square foot center in Fort Worth, Texas. This brings Weingarten's acquisition totals for 2003 to 3.7 million square feet with a total investment of $327 million. Alexander noted, "The Company currently has 12 additional properties representing an investment of over $180 million currently in various stages of due diligence and anticipates that the majority of these deals will close in the fourth quarter of this year or early 2004." While there is no assurance that all of these transactions will be completed, we have a high level of confidence that we will purchase the majority of these properties. The Company reported that it currently has 17 new development properties in various stages of construction, comprised of 16 shopping centers and one industrial property. Upon completion, these developments will represent an investment of approximately $176 million and will add 1.3 million square feet to the portfolio. All 16 retail developments are anchored either by a supermarket or a national discount department store. The industrial project is a 300,000 square foot state-of-the-art distribution warehouse, which will be located in Houston, Texas. Weingarten has a 20% joint venture interest in this project, which is leased to Houston-based Shell Oil Products US. These new development projects will come on-line during the remainder of 2003 and in 2004. Alexander further commented with regard to financing activities, "We sold 1.15 million common shares of beneficial interest with net proceeds from this offering totaling $50.9 million. We anticipate these funds will be used to redeem a portion of our 7.125% Series B Cumulative Redeemable Preferred Shares, but in the interim we have reduced our revolving credit facility. This transaction demonstrates our commitment to maintaining a conservative balance sheet and our ability to efficiently raise equity capital, as needed, to maintain our strong credit ratings." During the nine months ended September 30, 2003, Weingarten has issued $136 million of medium-term notes with an average maturity of 11.4 years and weighted average interest rate of 5.4%. The proceeds were employed to reduce the Company's floating-rate debt. Alexander noted, "Although the effect of these transactions was an increase in total interest expense as compared to what it would have been had we not refinanced this floating-rate debt, these transactions reduced our exposure to interest rate increases and continued our practice of carefully staggering our future debt maturities." Alexander concluded by saying, "The third quarter benefited from increased occupancy levels and an ongoing company-wide effort to get new merchants open for business. The benefit of these efforts will positively impact revenue in the fourth quarter and into 2004. Acquisition activity remains strong with numerous outstanding properties in our pipeline. We are pleased with our results through three quarters of 2003 and are optimistic that we will meet or exceed the operational goals we set at the beginning of the year." The Company also announced that it will host a live webcast of its quarterly conference call on Monday, October 27, 2003 at 10:00 a.m. Central Time. The webcast can be accessed via the Company's web site at www.weingarten.com. A ------------------ replay is also available at the site starting approximately two hours following the live call or can be heard by calling 877-519-4471, PIN number 4224372, for the following 24 hours. Weingarten Realty Investors is a Houston, Texas based real estate investment trust with 315 income-producing properties in 18 states that span from coast to coast in the southern half of the United States. Included in the portfolio are 254 neighborhood and community shopping centers, 60 industrial properties and one office building (its corporate office) aggregating approximately 42.0 million square feet. Listed on the New York Stock Exchange, the Company's common shares are traded under the symbol "WRI". For further information on the Company, please visit www.weingarten.com. ------------------ STATEMENTS INCLUDED HEREIN THAT STATE THE COMPANY'S OR MANAGEMENT'S INTENTIONS, HOPES, BELIEFS, EXPECTATIONS OR PREDICTIONS 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 AS 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.
FINANCIAL STATEMENTS WEINGARTEN REALTY INVESTORS (in thousands, except per share amounts) Three Months Ended Nine Months Ended September 30, September 30, STATEMENTS OF CONSOLIDATED INCOME AND 2003 2002 2003 2002 FUNDS FROM OPERATIONS (Unaudited) (Unaudited) ---------------------- ---------------------- Rental Income. . . . . . . . . . . . . . . . . . . . . . . . . $ 103,547 $ 90,474 $ 300,556 $ 262,254 Interest Income. . . . . . . . . . . . . . . . . . . . . . . . 480 270 1,283 701 Other Income . . . . . . . . . . . . . . . . . . . . . . . . . 3,118 2,039 5,756 4,048 ---------- ---------- ---------- ---------- Total Revenues. . . . . . . . . . . . . . . . . . . 107,145 92,783 307,595 267,003 ---------- ---------- ---------- ---------- Depreciation and Amortization. . . . . . . . . . . . . . . . . 23,251 19,174 66,810 55,772 Interest Expense . . . . . . . . . . . . . . . . . . . . . . . 22,220 17,062 62,695 48,590 Operating Expense. . . . . . . . . . . . . . . . . . . . . . . 16,661 14,729 46,885 40,313 Ad Valorem Taxes . . . . . . . . . . . . . . . . . . . . . . . 12,586 11,786 35,403 32,583 General and Administrative Expense . . . . . . . . . . . . . . 3,655 2,576 10,126 8,650 ---------- ---------- ---------- ---------- Total Expenses. . . . . . . . . . . . . . . . . . . 78,373 65,327 221,919 185,908 ---------- ---------- ---------- ---------- Operating Income . . . . . . . . . . . . . . . . . . . . . . . 28,772 27,456 85,676 81,095 Equity in Earnings of Joint Ventures . . . . . . . . . . . . . 1,485 989 3,521 3,028 Income Allocated to Minority Interests . . . . . . . . . . . . (591) (578) (2,323) (1,637) Gain on Sale of Properties . . . . . . . . . . . . . . . . . . 8 ---------- ---------- ---------- ---------- Income Before Discontinued Operations. . . . . . . . . . . . . 29,674 27,867 86,874 82,486 ---------- ---------- ---------- ---------- Operating Income From Discontinued Operations. . . . . . . . . 46 740 442 2,532 Gain on Sale of Properties . . . . . . . . . . . . . . . . . . 3,465 10,818 4,228 15,158 ---------- ---------- ---------- ---------- Income from Discontinued Operations . . . . . . . . 3,511 11,558 4,670 17,690 ---------- ---------- ---------- ---------- Net Income . . . . . . . . . . . . . . . . . . . . . . . . . . 33,185 39,425 91,544 100,176 Less: Preferred Dividends . . . . . . . . . . . . . . . . . . 4,804 4,939 14,646 14,817 Original Issuance Costs associated with Redeemed Series A Preferred Shares . . . . . . . . . . . . . . 2,488 ---------- ---------- ---------- ---------- Net Income Available to Common Shareholders. . . . . . . . . . $ 28,381 $ 34,486 $ 74,410 $ 85,359 ========== ========== ========== ========== Net Income Per Common Share--Basic . . . . . . . . . . . . . . $ 0.54 $ 0.66 $ 1.43 $ 1.65 ========== ========== ========== ========== Net Income Per Common Share--Diluted . . . . . . . . . . . . . $ 0.54 $ 0.65 $ 1.42 $ 1.64 ========== ========== ========== ========== Funds from Operations: Net Income Available to Common Shareholders. . . . . . . . . . $ 28,381 $ 34,486 $ 74,410 $ 85,359 Depreciation and Amortization. . . . . . . . . . . . . . . . . 21,340 18,691 61,518 54,921 Depreciation and Amortization of Unconsolidated Joint Ventures 460 476 1,357 1,494 Gain on Sale of Properties . . . . . . . . . . . . . . . . . . (3,473) (10,818) (4,238) (15,158) Gain on Sale of Properties of Unconsolidated Joint Ventures. . (508) (508) ---------- ---------- ---------- ---------- Funds from Operations . . . . . . . . . . . . . . . $ 46,200 $ 42,835 $ 132,539 $ 126,616 ========== ========== ========== ========== Funds from Operations Per Common Share--Basic. . . . . . . . . $ 0.89 $ 0.82 $ 2.54 $ 2.44 ========== ========== ========== ========== Funds from Operations Per Common Share--Diluted. . . . . . . . $ 0.88 $ 0.82 $ 2.52 $ 2.42 ========== ========== ========== ========== Weighted Average Shares Outstanding--Basic . . . . . . . . . . 52,161 51,993 52,127 51,869 ========== ========== ========== ========== Weighted Average Shares Outstanding--Diluted . . . . . . . . . 54,117 53,841 54,053 53,196 ========== ========== ========== ==========
September 30, December 31, 2003 2002 CONSOLIDATED BALANCE SHEETS (Unaudited) (Audited) ------------------------------ Property. . . . . . . . . . . . . . . . . . . . . . . . . . . . $ 3,018,599 $ 2,695,286 Accumulated Depreciation. . . . . . . . . . . . . . . . . . . . (508,781) (460,832) Investment in Real Estate Joint Ventures. . . . . . . . . . . . 28,240 28,738 Notes Receivable. . . . . . . . . . . . . . . . . . . . . . . . 30,136 14,747 Unamortized Debt and Lease Costs. . . . . . . . . . . . . . . . 54,696 48,377 Other Assets. . . . . . . . . . . . . . . . . . . . . . . . . . 94,569 97,573 ------------- ------------- Total Assets . . . . . . . . . . . . . . . $ 2,717,459 $ 2,423,889 ============= ============= Debt. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . $ 1,653,368 $ 1,330,369 Accounts Payable and Accrued Expenses . . . . . . . . . . . . . 72,395 81,488 Other . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 20,894 23,636 ------------- ------------- Total Liabilities . . . . . . . . . . . . . . . . . . 1,746,657 1,435,493 ------------- ------------- Minority Interest . . . . . . . . . . . . . . . . . . . . . . . 47,080 54,983 ------------- ------------- Preferred Shares of Beneficial Interest . . . . . . . . . . . . 263 263 Common Shares of Beneficial Interest. . . . . . . . . . . . . . 1,563 1,559 Capital Surplus . . . . . . . . . . . . . . . . . . . . . . . . 1,088,050 1,082,046 Accumulated Dividends in Excess of Net Income . . . . . . . . . (164,938) (147,853) Accumulated Other Comprehensive Loss. . . . . . . . . . . . . . (1,216) (2,602) ------------- ------------- Total Shareholders' Equity. . . . . . . . . . . . . . 923,722 933,413 ------------- ------------- Total Liabilities and Shareholders' Equity $ 2,717,459 $ 2,423,889 ============= =============
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