-----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, Gy3mb2LKqMCY3kFtOrDykNWOEfWYXB1D7ZMRhyCVI7Htv9goE93zLpgPi5NqaW10 ZRrVEeUYennnIpxZR3yK5Q== 0000828916-04-000124.txt : 20041028 0000828916-04-000124.hdr.sgml : 20041028 20041028145853 ACCESSION NUMBER: 0000828916-04-000124 CONFORMED SUBMISSION TYPE: 8-K PUBLIC DOCUMENT COUNT: 2 CONFORMED PERIOD OF REPORT: 20040930 ITEM INFORMATION: Results of Operations and Financial Condition ITEM INFORMATION: Financial Statements and Exhibits FILED AS OF DATE: 20041028 DATE AS OF CHANGE: 20041028 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: 041102395 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 wri3q04form8-k.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 25, 2004 WEINGARTEN REALTY INVESTORS (Exact name of Registrant as specified in its Charter)
Texas 1-9876 74-1464203 (State or other jurisdiction of (Commission file number) (I.R.S. Employer incorporation or organization) 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 2.02. RESULTS OF OPERATIONS AND FINANCIAL CONDITION. On October 25, 2004, we issued a press release describing our results of operations for the third quarter ended September 30, 2004. A copy of the press release is attached as Exhibit 99.1 to this report. In the earnings release, we 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 us and why our management believes the presentation of FFO provides useful information to investors is included in our annual report on Form 10-K for the fiscal year ended December 31, 2003. The information, including exhibits hereto, in this Current Report on Form 8-K is being furnished and shall not be deemed "filed" for purposes of Section 18 of the Securities Exchange Act of 1934, as amended, or otherwise subject to the liabilities of that Section. The information in this Current Report shall not be incorporated by reference into any registration statement or other document pursuant to the Securities Act of 1933, as amended, except as otherwise expressly stated in such filing. ITEM 9.01. FINANCIAL STATEMENTS AND EXHIBITS. 99.1 Press release dated October 25, 2004, regarding our results of operations for the quarter ended September 30, 2004. 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 28, 2004 WEINGARTEN REALTY INVESTORS By: /s/ Joe D. Shafer ----------------------- Joe D. Shafer Vice President/Controller 3 INDEX TO EXHIBITS 99.1 Press release dated October 25, 2004, regarding our results of operations for the quarter ended September 30, 2004. 4 EX-99.1 2 wri3q04form8kex99-1.txt EXHIBIT 99.1 WEINGARTEN REALTY INVESTORS ANNOUNCES 24.9% INCREASE IN THIRD QUARTER 2004 RENTAL REVENUES Houston, Texas, October 25, 2004: Weingarten Realty Investors (NYSE:WRI) announced today the results of its third quarter ended September 30, 2004. All per share amounts have been adjusted for WRI's 3 for 2 share split completed on March 30, 2004 and, except for dividends per share, are on a fully-diluted basis: THIRD QUARTER HIGHLIGHTS - -------------------------- Rental revenues for the third quarter of 2004 were $128.4 million, up from $102.8 million for the third quarter of 2003, a 24.9% increase. Net income available to common shareholders on a diluted basis for the third quarter of 2004 increased 2.4% to $29.8 million as compared to $29.1 million for the quarter ended September 30, 2003. On a per share basis, net income available to common shareholders was $.33 for the third quarter of 2004 as compared to $.36 for the same period in the prior year. The Company noted that net income for the third quarter of 2003 benefited from gains of $3.5 million on the sale of properties as compared to a gain of $.4 million in the third quarter of 2004. Funds from operations (FFO), a supplemental measure for REIT performance, on a diluted basis was $58.9 million, or $.65 per share, for the quarter ending September 30, 2004 and $47.4 million, or $.58 per share, for the same period in 2003, representing an increase of 24.3% in dollars, or 12.1% on a per share basis. The Company invested $75.5 million in acquisitions and new development projects during the third quarter of 2004, and a total of $485.6 million for the nine months ended September 30, 2004. Weingarten raised $105.6 million through the issuance of 3.2 million common shares and $72.5 million through the issuance of 2.9 million depositary shares of 6.95% Series E Cumulative Redeemable Preferred Shares. Net proceeds from these capital transactions during the third quarter aggregated $172.1 million and were utilized to pay down the Company's revolving credit facility. Occupancy of the overall portfolio (based on signed leases) was reported at 94.2% at September 30, 2004, up from 92.6% at the end of the third quarter of 2003. Occupancy for the retail properties was 95.0% at September 30, 2004 as compared to 93.1% at September 30, 2003, while the industrial portfolio's occupancy increased to 91.5% from 91.0% for the 2003 third quarter-end. The Board of Trust Managers declared a dividend of $.415 per common share for the third quarter of 2004, up from $.39 per common share in 2003. On an annualized basis, this represents a dividend of $1.66 per share as compared to $1.56 per share for the prior year, a 6.4% increase. The dividend is payable on December 15, 2004 to shareholders of record on December 3, 2004. The Board of Trust Managers also declared dividends on the Company's preferred shares. The dividend related to the 6.75% depositary shares representing an interest in Series D Cumulative Redeemable Preferred Shares (NYSE: WRIPrD) of $.421875 per share and the 6.95% Series E Cumulative Redeemable Preferred Shares (NYSE: WRIPrE) dividend of $.434375 per share are both payable on December 15, 2004 to shareholders of record on December 3, 2004. For the first nine months of 2004, rental revenues were $365.8 million, an increase of 22.7%, from $298.2 million for the nine months ended September 30, 2003. For the nine months ended September 30, 2004, diluted net income available to common shareholders was $94.5 million as compared to $76.8 million for the same period of 2003, an increase of 23.0%. On a per share basis, the increase was 12.6% to $1.07 for the first nine months of 2004 from $.95 for the same period in the prior year. For the nine months ended September 30, 2004, diluted FFO was $164.1 million, or $1.85 per share, as compared to $136.1 million, or $1.68 per share, for the same period of 2003, an increase of 20.6% in dollars, or 10.1% on a per share basis. Excluding second quarter non-recurring and non-cash charges totaling $6.3 million, or $.07 per share, for 2004 and $2.5 million, or $.03 per share, for 2003, diluted FFO for the nine months ending September 30, 2004 totaled $170.4 million, or $1.92 per common share, as compared to the same period in 2003 of $138.6 million, or $1.71 per share, representing an increase of 22.9% in dollars, or 12.3% on a per share basis. In announcing the results for the third quarter, Drew Alexander, President and Chief Executive Officer, attributed the Company's continued strong performance to its acquisitions and to new development projects brought on-line, and more importantly to increased rental revenues from the existing portfolio. He indicated that same property NOI growth for the total portfolio was 4.0% for the third quarter of 2004 as compared to 2.7% for the same period in 2003. The retail portfolio showed strong NOI growth of 4.5% and the industrial properties decreased .4%. Mr. Alexander noted, however, that almost all of the Company's industrial markets have shown improvement in leasing activity, and he expects continued improvement in coming quarters. Through September 30, 2004, Weingarten completed 991 new leases or renewals totaling 4.0 million square feet with an average increase of 6.0% in the rental rates on a same-space basis. In addition, he noted that there is just under one million square feet of space (which is higher than normal) in which the leases have been signed but have not yet commenced. The commencement of rent on these signed leases will help to keep operations strong through the fourth quarter of 2004 and into 2005. Alexander commented, "Weingarten acquired three properties during the third quarter of 2004 with a total investment of $59.7 million: 1) North Creek Plaza, a 245,000 square foot shopping center in Laredo, Texas, which is anchored by Best Buy, Old Navy, Bed, Bath & Beyond, TJ Maxx, Pier One and United Artists; 2) Plantation Centre, a 135,000 square foot shopping center anchored by a 84,500 square foot HEB Supermarket, also located in Laredo; and 3) Northtown Plaza, a 74,000 square foot shopping center located in Lubbock, Texas, which is anchored by United Supermarkets. For the first nine months of 2004, we have acquired 18 excellent properties (17 shopping centers and one industrial property), and our joint venture partners' interests in four of our existing centers, adding 3.1 million square feet to the portfolio with an investment of $449.7 million." Mr. Alexander noted that the acquisitions pipeline continues to be strong with approximately $145 million of potential acquisitions currently in various stages of due diligence. During the third quarter of 2004, the Company completed three new development projects, two in Louisiana and one in Las Vegas, totaling 426,000 square feet with a total investment of approximately $57 million. Weingarten also commenced three shopping center developments, two in North Carolina and one in Colorado. In addition, there are seven other development properties in various stages of construction. These projects are all anchored by either a supermarket or a Target or Wal-Mart. During the third quarter, Weingarten spent $15.8 million on its new development program, bringing the total investment for 2004 (including the properties recently completed) to $35.9 million. Mr. Alexander commented, "Upon completion, the ten new development projects currently under construction will represent an investment of approximately $85 million and will add 635,000 square feet to the portfolio. We anticipate that they will come on-line during the remainder of 2004 and in 2005." Weingarten also disposed of two retail properties earlier this year that no longer met the Company's ownership criteria. These property sales represented a total of 271,000 square feet and provided sales proceeds of $26.7 million, with a gain of $13.4 million. The Company also reported that there is currently approximately $60 million in the dispositions pipeline, as they have focused more on this area, and that they anticipate increased activity over the next couple of years. With regard to financing activities, in July 2004 Weingarten raised $72.5 million through the issuance of 2.9 million depositary shares of 6.95% Series E Cumulative Redeemable Preferred Shares, with net proceeds of $70.2 million. In August 2004, the Company issued 3.2 million common shares at $33 per share, bringing total net proceeds from common equity issuances for the nine months ended September 30, 2004 to $219.9 million (including $118 million of proceeds from 3.6 million shares issued in March of this year). During the nine months ended September 30, 2004, the Company also issued $375 million of medium-term notes with an effective weighted average interest rate of 5.0% and a weighted average maturity of 9.3 years. Alexander commented, "The $118 million of proceeds from the equity offering in March of this year were used primarily to redeem our 7.0% Series C preferred shares. All other debt and equity issuance proceeds were used to reduce floating-rate debt on our revolving credit facility. By continuing this practice of locking rates on longer-term, fixed-rate financings and reducing short-term, variable-rate debt, we have reduced our variable-rate debt to 9.3% of total debt as of September 30, 2004. Although these transactions have increased our total interest expense as compared to what it would have been had we not refinanced this floating-rate debt, we have significantly reduced our exposure to future interest rate increases." Alexander concluded by saying, "With three quarters of 2004 now behind us, we are comfortable that 2004 will be another successful year for Weingarten Realty Investors. Leasing activity is solid, we expect occupancy levels to remain strong and we remain focused on maximizing our existing portfolio while continuously assessing acquisition, development and disposition prospects and evaluating alternative financing opportunities that will benefit Weingarten over the long-term." The Company also announced that it will host a live webcast of its quarterly conference call on Monday, October 25, 2004 at 10:00 a.m. Central Time. The webcast can be accessed via the Company's website 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, conference number 5245784, for the following 24 hours. Weingarten Realty Investors is a Houston, Texas, based real estate investment trust with 346 properties in 20 states that span the southern half of the United States from coast to coast. Included in the portfolio are 284 neighborhood and community shopping centers and 62 industrial properties aggregating approximately 46.1 million square feet. Weingarten has one of the most diversified tenant bases of any major REIT in its sector, with the largest of its over 5,000 tenants comprising less than 3% of total rental revenues. 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 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.
FINANCIAL STATEMENTS WEINGARTEN REALTY INVESTORS (in thousands, except per share amounts that are reported on a post-split basis) Three Months Ended Nine Months Ended September 30, September 30, STATEMENTS OF CONSOLIDATED INCOME AND 2004 2003 2004 2003 FUNDS FROM OPERATIONS (Unaudited) (Unaudited) ------------------------ ----------------------- Rental Income. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . $ 128,433 $ 102,781 $ 365,844 $ 298,192 Interest Income. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 374 480 1,033 1,277 Other Income . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 1,079 3,118 3,792 5,750 ----------- ----------- ---------- ----------- Total Revenues . . . . . . . . . . . . . . . . . . . . . . . . . . . 129,886 106,379 370,669 305,219 ----------- ----------- ---------- ----------- Depreciation and Amortization. . . . . . . . . . . . . . . . . . . . . . . 30,421 23,070 86,128 66,265 Interest Expense . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 29,826 22,220 85,699 62,695 Operating Expense. . . . . . . . . . . . . . . . . . . . . . . . . . . . . 20,888 16,562 56,882 46,595 Ad Valorem Taxes . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 14,453 12,466 43,565 35,080 General and Administrative Expense . . . . . . . . . . . . . . . . . . . . 4,085 3,655 12,047 10,126 Loss on Early Redemption of Preferred Shares . . . . . . . . . . . . . . . 3,566 ----------- ----------- ---------- ----------- Total Expenses . . . . . . . . . . . . . . . . . . . . . . . . . . . 99,673 77,973 287,887 220,761 ----------- ----------- ---------- ----------- Operating Income . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 30,213 28,406 82,782 84,458 Equity in Earnings of Joint Ventures . . . . . . . . . . . . . . . . . . . 1,656 1,485 4,593 3,521 Income Allocated to Minority Interests . . . . . . . . . . . . . . . . . . (1,001) (591) (2,855) (2,323) Impairment Loss on Land Held for Development . . . . . . . . . . . . . . . (2,700) Gain on Sale of Properties . . . . . . . . . . . . . . . . . . . . . . . . 370 8 789 ----------- ----------- ---------- ----------- Income Before Discontinued Operations. . . . . . . . . . . . . . . . . . . 31,238 29,308 82,609 85,656 ----------- ----------- ---------- ----------- Operating Income From Discontinued Operations. . . . . . . . . . . . . . . 412 790 1,660 Gain on Sale of Properties . . . . . . . . . . . . . . . . . . . . . . . . 3,465 13,430 4,228 ----------- ----------- ---------- ----------- Income from Discontinued Operations. . . . . . . . . . . . . . . . . 3,877 14,220 5,888 ----------- ----------- ---------- ----------- Net Income . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 31,238 33,185 96,829 91,544 Less: Preferred Dividends. . . . . . . . . . . . . . . . . . . . . . . . . 2,428 4,804 4,959 14,646 Original Issuance Costs associated with Series A Preferred Shares. . 2,488 ----------- ----------- ---------- ----------- Net Income Available to Common Shareholders--Basic . . . . . . . . . . . . $ 28,810 $ 28,381 $ 91,870 $ 74,410 =========== =========== ========== =========== Net Income Per Common Share--Basic . . . . . . . . . . . . . . . . . . . . $ 0.33 $ 0.36 $ 1.08 $ 0.95 =========== =========== ========== =========== Net Income Available to Common Shareholders--Diluted . . . . . . . . . . . $ 29,761 $ 29,136 $ 94,513 $ 76,757 =========== =========== ========== =========== Net Income Per Common Share--Diluted . . . . . . . . . . . . . . . . . . . $ 0.33 $ 0.36 $ 1.07 $ 0.95 =========== =========== ========== =========== Funds from Operations: Net Income Available to Common Shareholders. . . . . . . . . . . . . . . . $ 28,810 $ 28,381 $ 91,870 $ 74,410 Depreciation and Amortization. . . . . . . . . . . . . . . . . . . . . . . 28,092 21,340 79,873 61,518 Depreciation and Amortization of Unconsolidated Joint Ventures . . . . . . 715 460 2,073 1,357 Gain on Sale of Properties . . . . . . . . . . . . . . . . . . . . . . . . (370) (3,473) (14,195) (4,238) (Gain) Loss on Sale of Properties of Unconsolidated Joint Ventures . . . . 2 (508) 2 (508) ----------- ----------- ---------- ----------- Funds from Operations--Basic . . . . . . . . . . . . . . . . . . . . . . . $ 57,249 $ 46,200 $ 159,623 $ 132,539 =========== =========== ========== =========== Funds from Operations Per Common Share--Basic. . . . . . . . . . . . . . . $ 0.66 $ 0.59 $ 1.87 $ 1.70 =========== =========== ========== =========== Funds from Operations--Diluted . . . . . . . . . . . . . . . . . . . . . . $ 58,874 $ 47,407 $ 164,086 $ 136,100 =========== =========== ========== =========== Funds from Operations Per Common Share--Diluted. . . . . . . . . . . . . . $ 0.65 $ 0.58 $ 1.85 $ 1.68 =========== =========== ========== =========== Weighted Average Shares Outstanding--Basic . . . . . . . . . . . . . . . . 86,951 78,241 85,237 78,191 =========== =========== ========== =========== Weighted Average Shares Outstanding--Diluted . . . . . . . . . . . . . . . 90,537 81,176 88,475 81,080 =========== =========== ========== ===========
September 30, December 31, 2004 2003 CONSOLIDATED BALANCE SHEETS (Unaudited) (Audited) --------------- -------------- Property. . . . . . . . . . . . . . . . . . . . . . . . . . . $ 3,695,442 $ 3,200,091 Accumulated Depreciation. . . . . . . . . . . . . . . . . . . (594,910) (527,375) Investment in Real Estate Joint Ventures. . . . . . . . . . . 46,686 35,085 Notes Receivable. . . . . . . . . . . . . . . . . . . . . . . 18,949 36,825 Unamortized Debt and Lease Costs. . . . . . . . . . . . . . . 85,615 70,895 Accrued Rent and Accounts Receivable, net . . . . . . . . . . 43,987 40,325 Cash and Cash Equivalents . . . . . . . . . . . . . . . . . . 38,236 20,255 Other Assets. . . . . . . . . . . . . . . . . . . . . . . . . 56,122 46,993 --------------- -------------- Total Assets. . . . . . . . . . . . . . . . . . . . $ 3,390,127 $ 2,923,094 =============== ============== Debt. . . . . . . . . . . . . . . . . . . . . . . . . . . . . $ 2,054,281 $ 1,810,706 Preferred Shares Subject to Mandatory Redemption, net . . . . 109,364 Accounts Payable and Accrued Expenses . . . . . . . . . . . . 88,881 78,986 Other . . . . . . . . . . . . . . . . . . . . . . . . . . . . 82,198 52,671 --------------- -------------- Total Liabilities. . . . . . . . . . . . . . . . . . . . 2,225,360 2,051,727 --------------- -------------- Minority Interest . . . . . . . . . . . . . . . . . . . . . . 72,789 49,804 --------------- -------------- Preferred Shares of Beneficial Interest . . . . . . . . . . . 177 90 Common Shares of Beneficial Interest. . . . . . . . . . . . . 2,661 2,488 Capital Surplus . . . . . . . . . . . . . . . . . . . . . . . 1,283,724 993,570 Accumulated Dividends in Excess of Net Income . . . . . . . . (190,346) (174,234) Accumulated Other Comprehensive Loss. . . . . . . . . . . . . (4,238) (351) --------------- -------------- Total Shareholders' Equity . . . . . . . . . . . . . . . 1,091,978 821,563 --------------- -------------- Total Liabilities and Shareholders' Equity. . . . . $ 3,390,127 $ 2,923,094 =============== ==============
Note: Certain reclassifications of prior year amounts have been made to conform with the current year presentation. -----END PRIVACY-ENHANCED MESSAGE-----