11
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): April 2, 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
April 16, 2001.
On April 2, 2001, Weingarten Realty Investors acquired 19 supermarket-anchored
shopping centers, aggregating 2.5 million square feet in California (the "Golden
State Portfolio") from Burnham Pacific Properties, Inc. Material factors
considered in this acquisition made by WRI 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 purchase price for the properties was $277.5 million. This
acquisition was funded under our revolving credit facility, with the exception
of $132 million in debt secured by all 19 properties, which was assumed by WRI.
Audited financial statements and unaudited pro forma financial information on
these properties are submitted in ITEM 7. below.
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:
1. Golden State Portfolio
(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) Pro Forma Condensed Financial Statements (unaudited) of Weingarten
Realty Investors and the Acquired Properties
1. Pro Forma Condensed Balance Sheet - March 31, 2001
2. Pro Forma Condensed Statement of Consolidated Income for the
Year Ended December 31, 2000
3. Pro Forma Condensed Statement of Consolidated Income for the
Three Months Ended March 31, 2001
(c) Exhibits:
Included herewith is Exhibit No. 23.1, the Consent of the Independent
Accountants
GOLDEN STATE PORTFOLIO
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 Golden State Portfolio ("GSP") for the year ended December 31, 2000. This
statement of revenue and certain expenses is the responsibility of GSP's
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 expenses 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/A 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 GSP'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
Golden State Portfolio 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
June 6, 2001
GOLDEN STATE PORTFOLIO
STATEMENT OF REVENUE AND CERTAIN EXPENSES
FOR THE YEAR ENDED DECEMBER 31, 2000
REVENUE:
Rental . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . $29,608,886
Tenant reimbursements. . . . . . . . . . . . . . . . . . . . . . . . . 7,303,231
-----------
Total Revenue. . . . . . . . . . . . . . . . . . . . . . . . 36,912,117
-----------
CERTAIN EXPENSES:
Property operating and maintenance . . . . . . . . . . . . . . . . . . 5,367,811
Real estate taxes and assessments. . . . . . . . . . . . . . . . . . . 3,283,090
-----------
Total Certain Expenses . . . . . . . . . . . . . . . . . . . 8,650,901
-----------
EXCESS OF REVENUE OVER CERTAIN EXPENSES. . . . . . . . . . . . . . . . . . $28,261,216
===========
See accompanying notes to statement of revenue and certain expenses.
GOLDEN STATE PORTFOLIO
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 Golden State Portfolio ("GSP"). GSP was
purchased by Weingarten Realty Investors ("WRI") on April 2, 2001 from Burnham
Pacific Properties, Inc. This acquisition includes 19 supermarket-anchored
shopping centers, an aggregate of 2.5 million square feet. These properties,
which are over 96% leased, are located in the Sacramento/San Francisco Bay area
(13 properties) and in the Los Angeles area (six properties). The purchase
price for the properties was $277.5 million, including the assumption of
approximately $132 million in debt secured by all 19 properties. WRI 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/A of WRI.
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 WRI in the future operations of GSP 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 GSP.
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: $21,177,336 in 2001, $25,940,093 in 2002, $22,697,745 in 2003,
$20,411,677 in 2004, $17,510,702 in 2005 and $76,758,692 thereafter.
WEINGARTEN REALTY INVESTORS
PRO FORMA BALANCE SHEET
MARCH 31, 2001
(Unaudited)
(in thousands)
This unaudited Pro Forma Balance Sheet is presented as if the acquisition of the
acquired properties, as set forth in the Notes and Significant Assumptions, had
occurred as of January 1, 2001. In management's opinion, all adjustments
necessary to reflect the effects of this transaction have been made. This
unaudited Pro Forma Balance Sheet is not necessarily indicative of the results
that actually would have occurred if the acquisition had been on January 1,
2001, or does it purport to represent the results of future periods.
Adjustment
for Acquired Pro
Historical Properties Forma
----------- ------------- ------------
ASSETS
Property . . . . . . . . . . . . . . . . . . . . . . . . . . . . . $ 1,973,500 $ 277,500 $ 2,251,000
Accumulated Depreciation . . . . . . . . . . . . . . . . . . . . . (396,503) (1,353) (397,856)
------------ ------------- ------------
Property - net . . . . . . . . . . . . . . . . . . . . . . . . 1,576,997 276,147 1,853,144
Notes Receivable from Real Estate Joint Ventures and Partnerships. 33,522 33,522
Unamortized Debt and Lease Costs . . . . . . . . . . . . . . . . . 38,178 38,178
Accrued Rent and Accounts Receivable . . . . . . . . . . . . . . . 15,549 15,549
Cash and Cash Equivalents. . . . . . . . . . . . . . . . . . . . . 9,277 2,176 11,453
Other. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 27,498 27,498
------------ ------------- ------------
Total. . . . . . . . . . . . . . . . . . . . . . . . . $ 1,701,021 $ 278,323 $ 1,979,344
============ ============= ============
LIABILITIES AND SHAREHOLDERS' EQUITY
Debt . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . $ 771,613 $ 277,500 $ 1,049,113
Accounts Payable and Accrued Expenses. . . . . . . . . . . . . . . 40,496 40,496
Other. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 3,409 3,409
------------ ------------- ------------
Total. . . . . . . . . . . . . . . . . . . . . . . . . . . . 815,518 277,500 1,093,018
------------ ------------- ------------
Minority Interest. . . . . . . . . . . . . . . . . . . . . . . . . 74,450 74,450
------------ ------------- ------------
Commitments and Contingencies
Shareholders' Equity:
Preferred Shares of Beneficial Interest. . . . . . . . . . . . . 264 264
Common Shares of Beneficial Interest . . . . . . . . . . . . . . 949 949
Capital Surplus. . . . . . . . . . . . . . . . . . . . . . . . . 947,161 947,161
Accumulated Dividends in Excess of Net Income. . . . . . . . . . (134,175) 823 (133,352)
Accumulated Other Comprehensive Loss . . . . . . . . . . . . . . (3,146) (3,146)
------------ ------------- ------------
Shareholders' Equity . . . . . . . . . . . . . . . . . . . . 811,053 823 811,876
------------ ------------- ------------
Total. . . . . . . . . . . . . . . . . . . . . . . . . $ 1,701,021 $ 278,323 $ 1,979,344
============ ============= ============
See Notes and Significant Assumptions.
WEINGARTEN REALTY INVESTORS
PRO FORMA CONDENSED STATEMENT OF CONSOLIDATED INCOME
YEAR ENDED DECEMBER 31, 2000
(Unaudited)
(in thousands, except per share amounts)
This unaudited Pro Forma Condensed Statement of Consolidated Income is presented
as if the acquisition of the acquired properties, as set forth in the Notes and
Significant Assumptions, had occurred as of January 1, 2000. In management's
opinion, all adjustments necessary to reflect the effects of this transaction
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 this transaction occurred on January 1, 2000, nor does it
purport to represent the results of operations for future periods.
Adjustment
for Acquired Pro
Historical Properties Forma
---------- ------------- ----------
Revenue:
Rentals. . . . . . . . . . . . . . . . . . . . $ 264,552 $ 36,912 $ 301,464
Interest . . . . . . . . . . . . . . . . . . . 5,638 5,638
Other. . . . . . . . . . . . . . . . . . . . . 3,184 3,184
----------- ------------ ----------
Total Revenue. . . . . . . . . . . . . . . . 273,374 36,912 310,286
----------- ------------ ----------
Expenses:
Operating. . . . . . . . . . . . . . . . . . . 40,268 5,368 45,636
Ad Valorem Taxes . . . . . . . . . . . . . . . 34,170 3,283 37,453
Depreciation & Amortization. . . . . . . . . . 58,518 5,550 64,068
Interest . . . . . . . . . . . . . . . . . . . 45,545 21,137 66,682
General & Administrative. . . . . . . . . . . 8,213 8,213
----------- ------------ ----------
Total Expenses . . . . . . . . . . . . . . . 186,714 35,338 222,052
----------- ------------ ----------
Income from Operations . . . . . . . . . . . . . . 86,660 1,574 88,234
Minority Interest in Income of Partnerships. . . . (8,041) (8,041)
Gain on Sales of Property. . . . . . . . . . . . . 382 382
----------- ------------ ----------
Net Income . . . . . . . . . . . . . . . . . . . . $ 79,001 $ 1,574 $ 80,575
=========== ============ ==========
Net Income Available to Common Shareholders:
Basic. . . . . . . . . . . . . . . . . . . . . $ 58,961 $ 1,574 $ 60,535
=========== ============ ==========
Diluted. . . . . . . . . . . . . . . . . . . . $ 59,092 $ 1,574 $ 60,666
=========== ============ ==========
Net Income per Common Share - Basic. . . . . . . . $ 2.20 $ 2.26
=========== ==========
Net Income per Common Share - Diluted. . . . . . . $ 2.19 $ 2.25
=========== ==========
Weighted Average Number of Shares Outstanding:
Basic. . . . . . . . . . . . . . . . . . . . . 26,775 26,775
=========== ==========
Diluted. . . . . . . . . . . . . . . . . . . . 26,931 26,931
=========== ==========
See Notes and Significant Assumptions.
WEINGARTEN REALTY INVESTORS
PRO FORMA CONDENSED STATEMENT OF CONSOLIDATED INCOME
THREE MONTHS ENDED MARCH 31, 2001
(Unaudited)
(in thousands, except per share amounts)
This unaudited Pro Forma Condensed Statement of Consolidated Income is presented
as if the acquisition of the acquired properties, as set forth in the Notes and
Significant Assumptions, had occurred as of January 1, 2001. In management's
opinion, all adjustments necessary to reflect the effects of this transaction
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 this transaction occurred on January 1, 2001, nor does it
purport to represent the results of operations for future periods.
Adjustment
for Acquired Pro
Historical Properties Forma
---------- ------------ ---------
Revenue:
Rentals. . . . . . . . . . . . . . . . . . . . . $ 72,696 $ 9,692 $ 82,388
Interest . . . . . . . . . . . . . . . . . . . . 923 1 924
Other. . . . . . . . . . . . . . . . . . . . . . 880 26 906
---------- ------------ ---------
Total Revenue. . . . . . . . . . . . . . . . 74,499 9,719 84,218
---------- ------------ ---------
Expenses:
Operating. . . . . . . . . . . . . . . . . . . . 10,663 1,543 12,206
Ad Valorem Taxes . . . . . . . . . . . . . . . . 9,319 910 10,229
Depreciation & Amortization. . . . . . . . . . . 16,855 1,353 18,208
Interest . . . . . . . . . . . . . . . . . . . . 12,421 5,090 17,511
General & Administrative . . . . . . . . . . . . 2,377 2,377
---------- ------------ --------
Total Expenses . . . . . . . . . . . . . . . 51,635 8,896 60,531
---------- ------------ ---------
Income from Operations . . . . . . . . . . . . . . . 22,864 823 23,687
Minority Interest in Income of Partnerships. . . . . (1,772) (1,772)
Gain on Sales of Property. . . . . . . . . . . . . . 4,310 4,310
---------- ------------ ---------
Net Income . . . . . . . . . . . . . . . . . . . . . $ 25,402 $ 823 $ 26,225
========== ============ =========
Net Income Available to Common Shareholders:
Basic. . . . . . . . . . . . . . . . . . . . . . $ 20,392 $ 823 $ 21,215
=========== =========== =========
Diluted. . . . . . . . . . . . . . . . . . . . . $ 20,427 $ 823 $ 21,250
=========== =========== =========
Net Income per Common Share - Basic. . . . . . . . . $ .68 $ .70
=========== =========
Net Income per Common Share - Diluted. . . . . . . . $ .68 $ .70
=========== =========
Weighted Average Number of Shares Outstanding:
Basic. . . . . . . . . . . . . . . . . . . . . . 30,109 30,109
=========== ==========
Diluted. . . . . . . . . . . . . . . . . . . . . 30,257 30,257
=========== ==========
See Notes and Significant Assumptions.
WEINGARTEN REALTY INVESTORS
NOTES AND SIGNIFICANT ASSUMPTIONS
(Unaudited)
(A) ACQUIRED PROPERTIES
The purchase price for the 19 supermarket-anchored shopping centers (the
"Acquired Properties") was $277.5 million and was allocated between land and
buildings, with the buildings being depreciated over a period of forty years.
This acquisition was funded under our revolving credit facility (average rate of
6.97% and 6.79% at December 31, 2000 and March 31, 2001, respectively), with the
exception of $132 million of debt (average rate of 8.33%), which was assumed by
WRI. Pro forma revenue and expenses, other than interest and depreciation,
represent the historical amounts of the Acquired Properties.
WEINGARTEN REALTY INVESTORS
STATEMENT OF ESTIMATED TAXABLE OPERATING RESULTS
AND CASH TO BE MADE AVAILABLE BY OPERATIONS
FOR THE TWELVE MONTH PERIOD ENDED DECEMBER 31, 2000
(Unaudited)
(in thousands)
Revenue . . . . . . . . . . . . . . . . . . . . . . . . $ 36,912
Expenses:
Operating . . . . . . . . . . . . . . . . . . . . 5,368
Ad Valorem Taxes. . . . . . . . . . . . . . . . . 3,283
Depreciation & Amortization . . . . . . . . . . . 5,550
Interest. . . . . . . . . . . . . . . . . . . . . 21,137
---------
Total Expenses. . . . . . . . . . . . . . . . 35,338
---------
Estimated Taxable Operating Gain. . . . . . . . . . . . 1,574
Add back depreciation & amortization. . . . . . . . . . 5,550
---------
Estimated Cash to be Made Available from Operations . . $ 7,124
=========
<FN>
_________
Note: This statement of estimated taxable operating results and estimated
cash to be made available from operations is an estimate of operating
results for the acquired properties on April 2, 2001 by WRI for the
year ended December 31, 2000 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: June 16, 2001