-----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, IcOQ9Sq9YwdvL/KkcMo7SC9ttKBEVrMTD/eArkfsofsgI+ShzgLFZXDwE6diGclh URjKZUH9Zo9vWMAfddltog== 0000913957-03-000041.txt : 20031113 0000913957-03-000041.hdr.sgml : 20031113 20031112175937 ACCESSION NUMBER: 0000913957-03-000041 CONFORMED SUBMISSION TYPE: 8-K PUBLIC DOCUMENT COUNT: 2 CONFORMED PERIOD OF REPORT: 20030930 ITEM INFORMATION: Financial statements and exhibits ITEM INFORMATION: Regulation FD Disclosure FILED AS OF DATE: 20031113 FILER: COMPANY DATA: COMPANY CONFORMED NAME: AMREIT CENTRAL INDEX KEY: 0000913957 STANDARD INDUSTRIAL CLASSIFICATION: REAL ESTATE INVESTMENT TRUSTS [6798] IRS NUMBER: 760410050 STATE OF INCORPORATION: TX FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: 8-K SEC ACT: 1934 Act SEC FILE NUMBER: 001-31397 FILM NUMBER: 03995229 BUSINESS ADDRESS: STREET 1: 8 GREENWAY PLAZA STREET 2: STE 824 CITY: HOUSTON STATE: TX ZIP: 77046 BUSINESS PHONE: 7138501400 MAIL ADDRESS: STREET 1: 8 GREENWAY PLAZA STREET 2: STE 824 CITY: HOUSTON STATE: TX ZIP: 77046 FORMER COMPANY: FORMER CONFORMED NAME: AMREIT INC DATE OF NAME CHANGE: 19981123 FORMER COMPANY: FORMER CONFORMED NAME: AMERICAN ASSET ADVISERS TRUST INC DATE OF NAME CHANGE: 19931022 8-K 1 form8k111203.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): November 12, 2003 Commission File Number 0-28378 AMREIT (Exact name of registrant as specified in its charter) TEXAS 76-0410050 (State or other jurisdiction of (I.R.S. Employer Incorporation or organization) Identification No.) 8 Greenway Plaza, Suite 824 Houston, TX 77046 713-850-1400 (Address of principal executive offices) (Registrant's telephone number) Former name, former address and former fiscal year, if changed since last report: NONE TABLE OF CONTENTS Item 7. Financial Statements, Pro Forma Financial Information and Exhibits Item 12. Results of Operations and Financial Condition SIGNATURE EXHIBIT INDEX EX-99.1 Press Release dated November 12, 2003 Item 7. Financial Statements and Exhibits (a) Not applicable. (b) Not applicable. (c) Exhibits 99.1 Press Release dated November 12, 2003 Item 12. Results of Operations and Financial Condition On November 12, 2003, AmREIT (the "Company") issued a press release announcing its consolidated financial results for the quarter ended September 30, 2003. A copy of the press release is furnished as Exhibit 99.1 to this report. This information shall not be deemed "filed" for purposes of Section 18 of the Securities Exchange Act of 1934, as amended, and is not incorporated by reference into any filing of the Company, whether made before or after the date hereof, regardless of any general incorporation language in such filing. SIGNATURE Pursuant to the requirements of Section 13 or 15(d) 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. Dated: November 12, 2003 AMREIT By: /s/ Chad C. Braun -------------------------------------- Chad C. Braun, Chief Financial Officer EXHIBIT INDEX Exhibit Number Description - ------- ------------------------------------------------- 99.1 Press Release dated November 12, 2003 EX-99 3 exh991.txt AmREIT Announces Third Quarter Operating Results HOUSTON, TX (November 12, 2003) - AmREIT (AMEX: AMY), a Texas-based real estate investment trust, announced that its net income available to its class A shareholders ("EPS") for the third quarter 2003 was $0.072 per class A share, compared with a loss of $0.744 per share for the same period in 2002. AmREIT's EPS for the nine months ended September 30, 2003 was $0.150 compared with a loss of $0.568 for the same period in 2002. Funds from operations ("FFO") for the third quarter of 2003 totaled $0.148 per class A share, compared with ($0.648) for the same period in 2002. AmREIT's FFO for the nine months ended September 30, 2003 was $0.380 per class A share compared with ($0.373) for the same period in 2002. Reg G disclosure, including a reconciliation of net income to FFO is included in the financial tables accompanying this press release. Diluted earnings per share information is not disclosed due to the accretive nature of the common class B and class C shares. During the third quarter, AmREIT purchased a TGI Friday's restaurant in Hanover, Maryland, and contracted for approximately $22.4 million of single tenant and multi-tenant real estate projects that are anticipated to close during the fourth quarter, subject to completion of due diligence and customary closing conditions. These acquisitions will be funded primarily from proceeds of AmREIT's $44 million class C offering. The first significant contribution to earnings from these acquisitions and developments will take place in the first quarter 2004. These acquisitions, complemented by the public offering of the class C common shares, should continue to fuel the Company's growth. Management expects EPS loss for the calendar year 2003 of between $0.155 and $0.175 per class A share due to an anticipated non-cash charge to earnings of $0.371 per class A share related to deferred merger costs. Management expects FFO adjusted for certain non-cash deferred merger costs (adjusted FFO), for the calendar year of 2003 of between $0.540 and $0.560 per class A share. This represents an increase in adjusted FFO of over 20% when compared to adjusted FFO of $0.420 per class A share for 2002. AmREIT updates earnings guidance on a quarterly basis. AmREIT is an American Stock Exchange listed real estate investment trust operating in two distinct lines of business. The Investment Sponsorship division is a sponsor of high quality real estate investment opportunities to the independent financial planning community. The Company researches, identifies and participates in quality real estate opportunities and works hand in hand with the broker-dealer financial services community to sponsor real estate investment products and services. AmREIT's real estate team focuses on the acquisition, development, management, brokerage and ownership of freestanding credit-tenant leased and multi-tenant shopping centers located contiguous to major thoroughfares and traffic generators. AmREIT projects have been leased to parent companies such as Goodyear Tire, Washington Mutual, IHOP, McDonalds, Memorial Herman Hospital, RadioShack, Sprint, Coldwell Banker, Jack in the Box, Guaranty Federal, Bennigan's, Chili's, Texas Children's Hospital, and Discount Tire. In addition to historical statements included in this press release, certain statements are included that state the Company's or management's intentions, hopes, beliefs, expectations or predictions of the future and are considered "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. For further information, contact AmREIT's Investor Relations Department at 800-888-4400 or 713-850-1400, or access our web site at www.amreit.com.
Operating Results (Unaudited) Three Months Ended Nine Months Ended September 30, September 30, Revenues: 2003 2002 2003 2002 Rental income from operating leases $1,243,067 $1,007,891 $3,575,964 $2,259,905 Earned income from direct financing leases 681,309 594,429 1,950,637 1,222,780 Service fee income 944,530 725,967 2,004,390 1,258,377 Management fees 78,302 50,910 188,549 236,316 Income from non-consolidated affiliates 7,138 - 92,476 283,509 Gain on sale of real estate acquired for resale 237,579 (37,061) 237,579 (37,061) Interest and other income 1,459 542 5,289 209,859 __________ __________ __________ __________ Total Revenues $3,193,384 $2,342,678 $8,054,884 $5,433,685 Expenses: General operating and administrative 869,675 648,849 2,407,338 1,894,836 Legal and professional 864,535 365,400 1,597,211 694,861 Interest 598,189 519,665 1,743,535 1,183,345 Deferred merger costs - 1,904,370 1,904,370 Depreciation and amortization 216,375 226,049 617,946 454,356 __________ __________ __________ __________ Total Expenses $2,548,774 $3,664,333 $6,366,030 $6,131,768 Income (loss) before federal income taxes and minority interest in income of consolidated joint ventures 644,610 (1,321,655) 1,688,854 (698,083) Federal income tax expense for taxable REIT subsidiary (15,300) (75,000) - (90,000) Minority interest in income of consolidated joint venture (45,841) (35,339) (128,790) (307,284) __________ __________ __________ __________ Income (loss) from continuing operations 583,469 (1,431,994) 1,560,064 (1,095,367) Income from discontinued operations 75,531 61,966 205,917 168,943 __________ __________ __________ __________ Net income (loss) 659,000 (1,370,028) 1,765,981 (926,424) Distributions paid to class B and C shareholders (457,343) (423,732) (1,349,010) (423,732) __________ __________ __________ __________ Net income (loss) available to class A shareholders $ 201,657 $(1,793,760) $ 416,971 $(1,350,156)
Reconciliation of Net Income (loss) to Funds From Operations ("FFO"): Net income (loss) $ 659,000 $(1,370,028) $ 1,765,981 $ (926,424) Depreciation 214,870 231,563 642,245 462,836 Class B & C distributions (457,343) (423,732) (1,349,010) (423,732) _____________ ___________ ___________ ___________ FFO available to class A Shares $ 416,527 $(1,562,197) $ 1,059,216 $ (887,320) Basic Per Share Data: Net income (loss) available to class A shareholders $ 0.072 $ (0.744) $ 0.150 $ (0.568) Income from discontinued operations per class A share 0.027 0.026 0.074 0.071 FFO - Basic 0.148 (0.648) 0.380 (0.373) Distributions per class A share 0.110 0.107 0.332 0.248 Distributions per class B & C share 0.186 0.215 0.577 0.638 Weighted average number of class A common shares outstanding 2,805,753 2,412,544 2,788,303 2,376,569 Weighted average number of class B common shares outstanding 2,399,128 1,972,240 2,316,067 664,638 Weighted average number of class C common shares outstanding 64,580 - 21,763 -
Balance Sheet Highlights (Unaudited) As of September 30, 2003 2002 Real estate held for investment, net $ 45,849,893 $ 49,306,778 Net investment in direct financing leases 22,048,739 22,356,174 Real estate held for sale, net 8,850,670 - Total assets 80,771,842 74,225,487 Notes payable 38,308,124 33,634,770 Total liabilities 39,697,066 34,530,636 Minority interest 821,380 629,845 Total shareholders' equity 40,253,396 39,065,006
Non-GAAP Financial Disclosure (Unaudited) This press release contains certain non-GAAP financial measures that management believes are useful in evaluating an equity REIT's performance. AmREIT's definitions and calculations of non-GAAP financial measures may differ from those used by other equity REIT's, and therefore may not be comparable. The non-GAAP financial measures should not be considered as an alternative to net income as an indication of our operating results, or to net cash provided by operating activities as a measure of our liquidity. AmREIT considers FFO to be an appropriate measure of performance of an equity REIT. The National Association of Real Estate Investment Trusts ("NAREIT") defines FFO as net income computed in accordance with generally accepted accounting principles ("GAAP"), excluding gains or losses from sales of property, plus real estate depreciation and amortization, and after adjustments for unconsolidated partnerships and joint ventures. AmREIT further adjusts FFO by adding back non-cash charges to earnings related to the issuance of stock in conjunction with the payment of deferred merger costs, resulting in its adjusted FFO. The Company considers FFO to be an appropriate supplemental measure of operating performance because, by excluding gains or losses on dispositions and excluding depreciation, FFO is a helpful tool that can assist in the comparison of the operating performance of a company's real estate between periods, or as compared to different companies. FFO is not defined by GAAP and should not be considered as an alternative to net income as an indication of our operating performance or to net cash provided by operating activities as a measure of our liquidity. FFO and adjusted FFO as disclosed by other REITs may not be comparable to AmREIT's calculation. Projected FFO is calculated in a method consistent with historical FFO, and AmREIT considers projected FFO to be an appropriate supplemental measure when compared with projected EPS. A reconciliation of the projected FFO to projected EPS per share is provided below:
Projected 2003 Range Historical High Low 12/31/02 Net loss available to class A shareholders ($0.155) ($0.175) ($ 0.617) Depreciation and amortization 0.344 0.344 0.249 Plus loss on sale of real estate - - 0.019 _______ _______ ________ FFO available to class A shareholders 0.189 0.169 (0.349) Deferred merger costs 0.371 0.371 0.769 _______ _______ ________ Adjusted FFO $0.560 $0.540 $0.420 _______ _______ ________ _______ _______ ________
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