UNITED STATES SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D. C. 20549
FORM 10-Q/A
(Mark One)
[X] QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES
EXCHANGE ACT OF 1934
For the quarterly period ended June 30, 2001
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OR
[ ] TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES
EXCHANGE ACT OF 1934
For the transition period from____________________ to ____________________
Commission file number 1-9876
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WEINGARTEN REALTY INVESTORS
---------------------------
(Exact name of registrant as specified in its charter)
Texas 74-1464203
---------------------------------------------------------- -------------------
(State or other jurisdiction of (I.R.S. Employer
incorporation or organization) Identification No.)
2600 Citadel Plaza Drive, P.O. Box 924133, Houston, Texas 77292-4133
---------------------------------------------------------- -------------------
(Address of principal executive offices) (Zip Code)
Registrant's telephone number, including area code: (713) 866-6000
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____________________________________________
(Former name, former address and former fiscal
year, if changed since last report)
Indicate by check mark whether the registrant (1) has filed all reports
required to be filed by Section 13 or 15(d) of the Securities Exchange Act of
1934 during the preceding 12 months (or for such shorter period that the
registrant was required to file such reports), and (2) has been subject to such
filing requirements for the past 90 days. Yes X. No.
----
APPLICABLE ONLY TO ISSUERS INVOLVED IN BANKRUPTCY
PROCEEDINGS DURING THE PRECEDING FIVE YEARS
Indicate by check mark whether the registrant has filed all documents and
reports required to be filed by Sections 12, 13 or 15(d) of the Securities
Exchange Act of 1934 subsequent to the distribution of securities under a plan
confirmed by a court. Yes. No.
APPLICABLE ONLY TO CORPORATE ISSUERS:
Indicate the number of shares outstanding of each of the issuer's classes of
common stock, as of the latest practicable date. As of July 31, 2001, there
were 32,405,500 common shares of beneficial interest of Weingarten Realty
Investors, $.03 par value, outstanding.
PART 1
FINANCIAL INFORMATION
This amendment on Form 10-Q/A is being filed to give effect to the restatement
of the Company's financial statements, as discussed in Note 10 thereto.
ITEM 1. CONSOLIDATED FINANCIAL STATEMENTS
WEINGARTEN REALTY INVESTORS
STATEMENTS OF CONSOLIDATED INCOME AND COMPREHENSIVE INCOME
(UNAUDITED)
(AMOUNTS IN THOUSANDS, EXCEPT PER SHARE AMOUNTS)
Three Months Ended Six Months Ended
June 30, June 30,
------------------------ ----------------------
2001 2000 2001 2000
----------- ----------- --------- -----------
(As restated, Note 10)
Revenues:
Rentals . . . . . . . . . . . . . . . . . . . . . . . . $ 77,032 $ 59,824 $143,511 $ 117,712
Interest income . . . . . . . . . . . . . . . . . . . . 915 1,527 1,785 2,905
Other . . . . . . . . . . . . . . . . . . . . . . . . . 1,616 682 2,485 1,115
----------- ----------- --------- -----------
Total. . . . . . . . . . . . . . . . . . . . . . . 79,563 62,033 147,781 121,732
----------- ----------- --------- -----------
Expenses:
Depreciation and amortization . . . . . . . . . . . . . 16,715 12,960 32,466 25,895
Interest. . . . . . . . . . . . . . . . . . . . . . . . 14,522 10,426 25,395 20,472
Operating . . . . . . . . . . . . . . . . . . . . . . . 10,951 9,499 20,912 17,990
Ad valorem taxes. . . . . . . . . . . . . . . . . . . . 9,682 7,516 18,193 14,903
General and administrative. . . . . . . . . . . . . . . 2,729 2,049 5,104 3,923
----------- ----------- --------- -----------
Total. . . . . . . . . . . . . . . . . . . . . . . 54,599 42,450 102,070 83,183
----------- ----------- --------- -----------
Income Before Equity in Earnings of Joint Ventures,
Minority Interest in Income of Partnerships and
Gain on Sales of Property . . . . . . . . . . . . . . . 24,964 19,583 45,711 38,549
Equity in Earnings of Joint Ventures. . . . . . . . . . . 1,049 1,073 2,054 2,113
Minority Interest in Income of Partnerships . . . . . . . (706) (678) (1,366) (1,233)
Gain on Sales of Property . . . . . . . . . . . . . . . . 674 4,984
----------- ----------- --------- -----------
Net Income. . . . . . . . . . . . . . . . . . . . . . . . 25,981 19,978 51,383 39,429
Dividends on Preferred Shares . . . . . . . . . . . . . . 5,010 5,010 10,020 10,020
----------- ----------- --------- -----------
Net Income Available to Common Shareholders . . . . . . . $ 20,971 $ 14,968 $ 41,363 $ 29,409
=========== =========== ========= ===========
Net Income Per Common Share - Basic . . . . . . . . . . . $ .65 $ .56 $ 1.33 $ 1.10
=========== =========== ========= ===========
Net Income Per Common Share - Diluted . . . . . . . . . . $ .65 $ .56 $ 1.33 $ 1.10
=========== =========== ========= ===========
Net Income. . . . . . . . . . . . . . . . . . . . . . . . $ 25,981 $ 19,978 $ 51,383 $ 39,429
----------- ----------- --------- -----------
Other Comprehensive Income:
Cumulative effect of change in accounting principle
(SFAS 133) on other comprehensive loss (1,877)
Unrealized derivative gain(loss) on interest rate swaps 282 (987)
Unrealized derivative gain on forward-starting
interest rate swaps . . . . . . . . . . . . . . . . . 3,771 3,771
----------- ----------- --------- -----------
Other Comprehensive Income. . . . . . . . . . . . . . . . 4,053 907
----------- ----------- --------- -----------
Comprehensive Income. . . . . . . . . . . . . . . . . . . $ 30,034 $ 19,978 $ 52,290 $ 39,429
=========== =========== ========= ===========
See Notes to Consolidated Financial Statements.
Page 2
WEINGARTEN REALTY INVESTORS
CONSOLIDATED BALANCE SHEETS (unaudited)
(AMOUNTS IN THOUSANDS, EXCEPT PER SHARE AMOUNTS)
June 30, December 31,
2001 2000
------------ --------------
ASSETS (As restated, Note 10)
Property $ 2,166,717 $ 1,730,617
Accumulated Depreciation (388,117) (365,344)
------------ --------------
Property - net 1,778,600 1,365,273
Investment in Real Estate Joint Ventures 27,458 27,871
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Total 1,806,058 1,393,144
Notes Receivable from Real Estate Joint Ventures and Partnerships 43,499 38,636
Unamortized Debt and Lease Costs 37,814 36,970
Accrued Rent and Accounts Receivable (net of allowance for doubtful
accounts of $2,094 in 2001 and $1,884 in 2000) 20,998 24,485
Cash and Cash Equivalents 5,356 7,321
Other 26,407 17,025
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Total $ 1,940,132 $ 1,517,581
============ ==============
LIABILITIES AND SHAREHOLDERS' EQUITY
Debt $ 1,003,364 $ 792,353
Accounts Payable and Accrued Expenses 59,815 63,884
Other 5,961 3,891
------------ --------------
Total 1,069,140 860,128
------------ --------------
Minority Interest 31,076 27,586
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Commitments and Contingencies
Shareholders' Equity:
Preferred Shares of Beneficial Interest - par value, $.03 per share;
shares authorized: 10,000
7.44% Series A cumulative redeemable preferred shares of
beneficial interest; 3,000 shares issued and outstanding;
liquidation preference $25 per share 90 90
7.125% Series B cumulative redeemable preferred shares of
beneficial interest; 3,600 shares issued and 3,536 and 3,552 shares
outstanding in 2001 and 2000; liquidation preference $25 per share 106 107
7.0% Series C cumulative redeemable preferred shares of
beneficial interest; 2,300 shares issued and 2,258 and 2,266 shares
outstanding in 2001 and 2000; liquidation preference $50 per share 68 68
Common Shares of Beneficial Interest - par value, $.03 per share;
shares authorized: 150,000; shares issued and outstanding:
32,405 in 2001 and 26,921 in 2000 971 807
Capital Surplus 976,534 758,363
Accumulated Dividends in Excess of Net Income (138,760) (129,568)
Accumulated Other Comprehensive Income. . . . . . . . . . . . . . . . . . . . 907
------------ --------------
Shareholders' Equity 839,916 629,867
------------ --------------
Total $ 1,940,132 $ 1,517,581
============ ==============
See Notes to Consolidated Financial Statements.
Page 3
WEINGARTEN REALTY INVESTORS
STATEMENTS OF CONSOLIDATED CASH FLOWS
(UNAUDITED)
(AMOUNTS IN THOUSANDS)
Six Months Ended
June 30,
---------------------------
2001 2000
------------ -------------
(As restated, Note 10)
Cash Flows from Operating Activities:
Net income $ 51,383 $ 39,429
Adjustments to reconcile net income to net cash provided by
operating activities:
Depreciation and amortization 32,466 25,895
Equity in earnings of joint ventures (2,054) (2,113)
Minority interest in income of partnerships 1,366 1,233
Gain on sales of property . . . . . . . . . . . . . . (4,984)
Changes in accrued rent and accounts receivable 2,194 6,107
Changes in other assets (16,274) (7,706)
Changes in accounts payable and accrued expenses (3,607) (7,432)
Other, net 1,014 1,471
------------ -------------
Net cash provided by operating activities 61,504 56,884
------------ -------------
Cash Flows from Investing Activities:
Investment in properties (288,669) (61,237)
Notes Receivable:
Advances (5,855) (25,438)
Collections 336 288
Proceeds from sales and disposition of property . . . . . . 6,811
Real estate joint ventures and partnerships:
Investments (1,010) (6,808)
Distributions 2,414 1,535
------------ -------------
Net cash used in investing activities (285,973) (91,660)
------------ -------------
Cash Flows from Financing Activities:
Proceeds from issuance of:
Debt 166,590 107,563
Common shares of beneficial interest 218,089 14
Principal payments of debt (102,155) (25,891)
Common and preferred dividends paid (60,574) (50,097)
Other, net 554 (314)
------------ -------------
Net cash provided by financing activities 222,504 31,275
------------ -------------
Net decrease in cash and cash equivalents (1,965) (3,501)
Cash and cash equivalents at January 1 7,321 4,603
------------ -------------
Cash and cash equivalents at June 30 $ 5,356 $ 1,102
============ =============
See Notes to Consolidated Financial Statements.
Page 4
WEINGARTEN REALTY INVESTORS
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
(UNAUDITED)
(AMOUNTS IN THOUSANDS)
1. INTERIM FINANCIAL STATEMENTS
The consolidated financial statements included in this report are
unaudited, except for the balance sheet as of December 31, 2000. In the
opinion of WRI, all adjustments necessary for a fair presentation of such
financial statements have been included. Such adjustments consisted of
normal recurring items. Interim results are not necessarily indicative of
results for a full year.
The consolidated financial statements and notes are presented as permitted
by Form 10-Q, and do not contain certain information included in WRI's
annual financial statements and notes.
Certain reclassifications of prior year's amounts have been made to conform
with the current year presentation.
2. NEWLY ADOPTED ACCOUNTING PRONOUNCEMENTS
On January 1, 2001, WRI adopted SFAS No. 133, "Accounting for Derivative
Instruments and Hedging Activities," as amended. SFAS No. 133 establishes
accounting and reporting standards for derivative instruments. Specifically
SFAS No. 133 requires an entity to recognize all derivatives as either
assets or liabilities in the statement of financial position and to measure
those instruments at fair value. Additionally, the fair value adjustments
will affect either shareholders' equity or net income depending on whether
the derivative instruments qualifies as a hedge for accounting purposes
and, if so, the nature of the hedging activity.
WRI hedges the future cash flows of debt transactions principally through
interest rate swaps with major financial institutions. WRI has four
interest rate swap contracts with an aggregate notional amount of $70
million that convert variable interest payments to fixed interest payments
at rates from 6.80% to 7.87%. These swaps have been designated and qualify
as cash flow hedges. We have determined these swap agreements are highly
effective in offsetting future variable interest cash flows of the related
debt instruments. As of January 1, 2001, the adoption of the new standard
resulted in a cumulative transition adjustment of $1.9 million to
accumulated other comprehensive income, a component of shareholders'
equity, and a corresponding liability of the same amount. For the six
months ended June 30, 2001, the change in fair market value of our interest
rate swaps was $1.0 million and was recorded in accumulated other
comprehensive income.
On June 25, 2001, WRI entered into two forward-starting interest rate swap
contracts with a notional amount of $188.7 million. These contracts have
been designated and qualify as cash flow hedges of forecasted interest
payments. We have determined these contracts are highly effective in
offsetting future variable interest cash flows of fixed-rate debt
instruments to be issued in future periods. For the six months ended June
30, 2001, the change in fair market value of our forward-starting interest
rate swap contracts was $3.8 million and was recorded in accumulated other
comprehensive income and other assets.
We do not anticipate any material reclassifications to earnings from
accumulated other comprehensive income over the next 12 months.
Page 5
In July 2000, the Emerging Issues Task Force of the Financial Accounting
Standards Board reached a consensus on EITF Issue No. 00-1,"Investor
Balance Sheet and Income Statement Display under the Equity Method for
Investments in Certain Partnerships and Other Ventures." This consensus
requires that the proportionate share method of presenting balance sheet
and income statement information for partnerships and other ventures in
which entities have joint interest and control be discontinued, except in
limited circumstances. WRI was required to conform with the guidance
provided in this Issue effective December 31, 2000. Accordingly, the
consolidated financial statements for all periods of the prior year
presented in this Form 10-Q have been restated to conform with the
revised presentation.
3. PER SHARE DATA
Net income per common share - basic is computed using net income available
to common shareholders and the weighted average shares outstanding. Net
income per common share - diluted includes the effect of potentially
dilutive securities for the periods indicated, as follows (in thousands):
Three Months Ended Six Months Ended
June 30, June 30,
-------------------- --------------------
2001 2000 2001 2000
--------- --------- --------- ---------
Numerator:
Net income available to common shareholders - basic . . . $ 20,971 $ 14,968 $ 41,363 $ 29,409
Income attributable to operating partnership units. . . . 29 42 64 81
--------- --------- --------- ---------
Net income available to common shareholders - diluted . . $ 21,000 $ 15,010 $ 41,427 $ 29,490
========= ========= ========= =========
Denominator:
Weighted average shares outstanding - basic . . . . . . . 32,090 26,754 31,105 26,730
Effect of dilutive securities:
Share options and awards. . . . . . . . . . . . . . 113 54 95 37
Operating partnership units . . . . . . . . . . . . 51 103 51 117
--------- --------- --------- ---------
Weighted average shares outstanding - diluted . . . . . . 32,254 26,911 31,251 26,884
========= ========= ========= =========
4. DEBT
WRI's debt consists of the following (in thousands):
June 30, December 31,
2001 2000
---------- ------------
Fixed-rate debt payable to 2015 at 6.0% to 10.0%. $ 616,063 $ 472,271
Variable-rate unsecured notes payable to 2003 . . 50,000 50,000
Notes payable under revolving credit agreements . 297,780 230,100
Obligations under capital leases. . . . . . . . . 33,569 33,467
Industrial revenue bonds to 2015 at 2.8% to 5.25% 5,939 6,010
Other . . . . . . . . . . . . . . . . . . . . . . 13 505
---------- ------------
Total . . . . . . . . . . . . . . . . . . . . . . $1,003,364 $ 792,353
========== ============
Page 6
At June 30, 2001, the variable interest rate for notes payable under the
$20 and $350 million revolving credit agreements was 4.4% and 4.5%,
respectively.
In January 2000, WRI issued $10.5 million of ten-year 8.25% fixed-rate,
unsecured medium term notes. In connection with this debt issuance, we
entered into a ten-year interest rate swap agreement with a notional amount
of $10.5 million to swap 8.25% fixed-rate interest for floating-rate
interest. On January 4, 2001, we terminated this interest rate swap with
the counter-party, resulting in the receipt of $.9 million. As the swap was
accounted for as a hedge of the medium term note, the gain will be
amortized over the remaining life of the note, which lowers the effective
interest rate on the note to 7.4%
In March 2001, we filed a $500 million shelf registration statement which
can be utilized for the issuance of either debt or equity securities. This
registration statement is not yet effective.
WRI's debt can be summarized as follows (in thousands):
June 30, December 31,
2001 2000
---------- ------------
As to interest rate (including the effects of
interest rate swaps):
Fixed-rate debt . . . . . . . . . . . $ 707,178 $ 572,783
Variable-rate debt. . . . . . . . . . 296,186 219,570
---------- ------------
Total . . . . . . . . . . . . . . . . $1,003,364 $ 792,353
========== ============
As to collateralization:
Unsecured debt. . . . . . . . . . . . $ 736,265 $ 669,106
Secured debt. . . . . . . . . . . . . 267,099 123,247
---------- ------------
Total . . . . . . . . . . . . . . . . $1,003,364 $ 792,353
========== ============
Subsequent to June 30, 2001, the Company completed two additional financing
transactions. On July 5, 2001, we entered into a $50 million unsecured term
loan with two banks that also participate in our $350 million revolving
credit facility. The terms of the $50 million loan are substantially
identical to those of our $350 million revolving credit facility, and it
also matures on the same date. On July 12, 2001, we sold $200 million of
unsecured notes with a coupon of 7%. Net proceeds from the offering totaled
$198.3 million and were used to pay down amounts outstanding under our $350
revolving credit facility. Concurrent with the sale of the 7% notes, we
settled our $188.7 million forward-starting interest rate swap contracts,
resulting in a gain of $1.6 million. These swap contracts had been
designated as a cash flow hedge of forecasted interest payments for
fixed-rate notes to be issued in future periods, and accordingly, the gain
will be amortized over the life of the 7% notes.
On July 26, 2001, the Company entered into eleven interest rate swaps with
an aggregate notional amount of $107.5 million that convert fixed interest
payments to variable interest payments at rates from 6.35% to 7.35%. These
interest rate swaps have been designated as fair value hedges. We have
determined that these contracts will be highly effective in limiting our
risk of changes in the fair value of the fixed-rate notes attributable to
changes in variable interest rates.
Page 7
5. PROPERTY
WRI's property consists of the following (in thousands):
June 30, December 31,
2001 2000
---------- -------------
Land . . . . . . . . . . . $ 408,792 $ 328,462
Land held for development. 25,378 24,013
Land under development . . 47,059 42,430
Buildings and improvements 1,629,216 1,302,092
Construction in-progress . 56,272 33,620
---------- -------------
Total. . . . . . . . . . . $2,166,717 $ 1,730,617
========== =============
Interest and ad valorem taxes capitalized to land under development or
buildings under construction was $2.5 million and $1.1 million,
respectively, for the quarters ended June 30, 2001 and 2000 and $4.5
million and $1.8 million, respectively, for the six months ended June 30,
2001 and 2000.
6. INVESTMENTS IN REAL ESTATE JOINT VENTURES
WRI owns interests in 17 joint ventures or limited partnerships where we do
not exercise financial and operating control. These partnerships are
accounted for under the equity method since WRI exercises significant
influence. Our interests range from 20% to 75% and, with the exception of
our partnership with American National Insurance Company ("AN") discussed
further below, each venture owns a single real estate asset. Combined
condensed financial information of these ventures is summarized as follows
(in thousands):
June 30, December 31,
---------- --------------
2001 2000
---------- --------------
Combined Balance Sheets
Property . . . . . . . . $ 177,715 $ 176,247
Accumulated Depreciation (23,819) (21,755)
---------- --------------
Property - net . . . . 153,896 154,492
Other Assets . . . . . . 7,873 10,800
---------- --------------
Total. . . . . . $ 161,769 $ 165,292
========== ==============
Debt . . . . . . . . . . $ 76,964 $ 77,274
Amounts Payable to WRI . 16,209 16,622
Other liabilities. . . . 3,667 5,359
Accumulated Equity . . . 64,929 66,037
---------- --------------
Total. . . . . . . . $ 161,769 $ 165,292
========== ==============
Page 8
Combined Statements of Income
Three Months Ended Six Months Ended
June 30, June 30,
---------------------- --------------------
2001 2000 2001 2000
---------- ---------- --------- ---------
Revenues. . . . . . . . . . . $ 6,442 $ 4,471 $ 12,763 $ 8,820
Expenses:
Depreciation and amortization 1,143 760 2,246 1,480
Operating . . . . . . . . . . 899 718 1,793 1,357
Interest . . . . . . . . . . 1,828 1,447 3,679 2,690
Ad valorem taxes. . . . . . . 783 538 1,592 1,077
General and administrative. . 28 5 44 9
---------- ---------- --------- ---------
Total . . . . . . . . . . . . 4,681 3,468 9,354 6,613
---------- ---------- --------- ---------
Net Income. . . . . . . . . . $ 1,761 $ 1,003 $ 3,409 $ 2,207
========== ========== ========= =========
Our investment in real estate joint ventures, as reported on the balance
sheets, differs from our proportionate share of the joint ventures'
underlying net assets due to basis differentials which arose upon the
transfer of assets from WRI to the joint ventures. This basis differential
which totaled $2.0 million at June 30, 2001 and December 31, 2000,
respectively, is depreciated over the useful lives of the related assets.
Fees earned by WRI for the management of these joint ventures totaled, in
millions, $.1 and $.07 for the quarters ended June 30, 2001 and 2000 and
$.2 and $.1 for the six months ended June 30, 2001 and 2000.
In 1999, we entered into a limited partnership, Weingarten-Murphy, LTD.,
which was formed to develop a shopping center in a suburb of Dallas. WRI is
the general partner and owns a 50% interest in the partnership.
In December 1999, WRI sold seven industrial properties totaling 2.0 million
square feet to a limited partnership, AN/WRI PARTNERSHIP, LTD. in which we
retained 20% ownership. WRI serves as general partner. WRI loaned $41.4
million to the partnership until August of 2000, at which time the loan was
replaced with a ten-year non-recourse third party mortgage with an interest
rate of 8.1%.
In March 2000, WRI formed a strategic joint venture with an institutional
investor to acquire $200 million of real estate assets using limited
leverage. Each asset purchase is made by a separate limited partnership in
which WRI has a 30% interest. As general partner in the joint venture, WRI
is responsible for the acquisition process, as well as, the on-going
leasing and management activities of the acquired properties, subject to
limited partner approval of significant transactions. Two shopping centers
were acquired in June 2000 and one in August of 2000 under this joint
venture arrangement. WRI loaned these three partnerships an aggregate of
$32.0 million which was replaced with ten-year non-recourse third party
mortgages with a weighted average rate of 7.8%.
7. SEGMENT INFORMATION
The operating segments presented are the segments of WRI for which separate
financial information is available and operating performance is evaluated
regularly by senior management in deciding how to allocate resources and in
assessing performance. WRI evaluates the performance of its operating
segments based on net operating income that is defined as total revenues
less operating expenses and ad valorem taxes.
The shopping center segment is engaged in the acquisition, development and
management of real estate, primarily anchored neighborhood and community
shopping centers located in Texas, California, Louisiana, Arizona, Nevada,
Arkansas, New Mexico, Oklahoma, Tennessee, Kansas, Colorado, Missouri,
Illinois, Florida, Mississippi, North Carolina and Maine. The customer base
includes supermarkets, drugstores and other retailers who generally sell
basic necessity-type commodities. The industrial segment is engaged in the
acquisition, development and management of bulk warehouses and
office/service centers. Its properties are located in Texas, Nevada and
Tennessee, and the customer base is diverse. Included in "Other" are
corporate-related items, insignificant operations and costs that are not
allocated to the reportable segments.
Page 9
Information concerning WRI's reportable segments is as follows (in
thousands):
SHOPPING
CENTER INDUSTRIAL OTHER TOTAL
---------- ----------- --------- ----------
Three Months Ended
June 30, 2001:
Revenues . . . . . . . . . . . . . . . . $ 69,713 $ 7,981 $ 1,869 $ 79,563
Net operating income . . . . . . . . . . 51,416 5,628 1,886 58,930
Equity in earnings of joint ventures . . 933 135 (19) 1,049
Investment in real estate joint ventures 24,850 1,421 1,187 27,458
Total assets . . . . . . . . . . . . . . 1,639,062 184,560 116,510 1,940,132
Three Months Ended
June 30, 2000:
Revenues . . . . . . . . . . . . . . . . $ 52,985 $ 6,728 $ 2,320 $ 62,033
Net operating income . . . . . . . . . . 37,919 4,816 2,283 45,018
Equity in earnings of joint ventures . . 837 262 (26) 1,073
Investment in real estate joint ventures 22,484 1,399 892 24,775
Total assets . . . . . . . . . . . . . . 1,083,167 162,196 144,574 1,389,937
Six Months Ended
June 30, 2001:
Revenues . . . . . . . . . . . . . . . . $ 128,375 $ 15,643 $ 3,763 $ 147,781
Net operating income . . . . . . . . . . 94,114 11,071 3,491 108,676
Equity in earnings of joint ventures . . 1,846 260 (52) 2,054
Six Months Ended
June 30, 2000:
Revenues . . . . . . . . . . . . . . . . $ 104,053 $ 13,177 $ 4,502 $ 121,732
Net operating income . . . . . . . . . . 74,863 9,401 4,575 88,839
Equity in earnings of joint ventures . . 1,657 553 (97) 2,113
Net operating income reconciles to net income as shown on the Statements of
Consolidated Income as follows (in thousands):
Three Months Ended Six Months Ended
June 30, June 30,
------------------------ ----------------------
2001 2000 2001 2000
----------- ----------- ---------- ----------
Total segment net operating income. . . . . . . . $ 58,930 $ 45,018 $ 108,676 $ 88,839
Less:
Depreciation and amortization . . . . . . . 16,715 12,960 32,466 25,895
Interest. . . . . . . . . . . . . . . . . . 14,522 10,426 25,395 20,472
General and administrative. . . . . . . . . 2,729 2,049 5,104 3,923
Minority interest in income of partnerships 706 678 1,366 1,233
Equity in earnings of joint ventures. . . . (1,049) (1,073) (2,054) (2,113)
Gain on sales of property . . . . . . . . . (674) (4,984)
----------- ----------- ---------- ----------
Net Income. . . . . . . . . . . . . . . . . . . . $ 25,981 $ 19,978 $ 51,383 $ 39,429
=========== =========== ========== ==========
8. COMMON SHARES OF BENEFICIAL INTEREST
On January 29, 2001, we issued 4.5 million common shares of beneficial
interest in a secondary public offering. In February 2001, the underwriters
exercised their over-allotment option and purchased an additional 200,000
shares. Net proceeds of 188.1 million based on a price of $42.19 per share
were used to pay down the amounts outstanding under our $350 million
revolving line of credit.
Page 10
On May 7, 2001, we issued an additional 690,000 common shares of beneficial
interest in a secondary public offering. Net proceeds of $27.9 million
based on a price of $42.85 per share were used to pay down amounts
outstanding under our $350 million revolving line of credit. Had this
transaction occurred on January 1, 2001, earnings per common share - basic
and earnings per common share - diluted would have both decreased by $.02
per share.
9. BANKRUPTCY REMOTE PROPERTIES
On April 2, 2001, we purchased 19 supermarket-anchored shopping centers,
aggregating 2.5 million square feet, in California from Burnham Pacific
Properties, Inc. The purchase price for the properties was $277.5 million,
including the assumption of approximately $132 million in debt secured by
all 19 properties. These properties are located in the Sacramento/San
Francisco Bay area (13 properties) and in the Los Angeles area (six
properties).
These 19 properties having a net book value of approximately $276.8 million
at June 30, 2001 (collectively the "Bankruptcy Remote Properties", and each
a "Bankruptcy Remote Property"), are wholly-owned by various "Bankruptcy
Remote Entities". Each Bankruptcy Remote Entity is an indirect subsidiary
of the Company. The assets of each Bankruptcy Remote Entity, including the
respective Bankruptcy Remote Property or Properties owned by each, are
owned by that Bankruptcy Remote Entity alone and are not available to
satisfy claims that any creditor may have against the Company, its
affiliates, or any other person or entity. No Bankruptcy Remote Entity has
agreed to pay or make its assets available to pay creditors of the Company,
any of its affiliates, or any other person or entity. Neither the Company
nor any of its affiliates has agreed to pay or make its assets available to
pay creditors of any Bankruptcy Remote Entity (other than any agreement by
a Bankruptcy Remote Entity to pay its own creditors). No affiliate of any
Bankruptcy Remote Entity has agreed to pay or make its assets available to
pay creditors of any Bankruptcy Remote Entity.
The accounts of the Bankruptcy Remote Entities are included in WRI's
consolidated financial statements as WRI owns, indirectly, 100% of each of
the entities. Additionally, WRI, through its wholly-owned subsidiaries,
makes all day to day operating and financial decisions with respect to
these properties, subject to approval by the loan servicing agent for the
certain significant transactions. WRI has the right to prepay the loan at
any time, which would eliminate all encumbrances and restrictions.
Page 11
10. RESTATEMENT
Subsequent to the issuance of its financial statements for the six and
three months ended June 30, 2001 and 2000, WRI determined that 17 joint
ventures or partnerships which had previously been consolidated should have
been accounted for under the equity method. The accompanying financial
statements have been restated to present these joint ventures and
partnerships on the equity method. The restatement did not change net
income or shareholders' equity. The effect of the restatement on specific
line items on the statements of consolidated income and consolidated
balance sheets is as follows (in thousands):
Three Months Ended June 30,
------------------------------------------------
2001 2000
------------------------ ----------------------
As As
Previously As Previously As
Reported Restated Reported Restated
------------- --------- ----------- ---------
Operating results:
Rental revenues. . . . . . . . . . $ 83,392 $ 77,032 $ 64,218 $ 59,824
Interest Income. . . . . . . . . . 945 915 1,556 1,527
Other. . . . . . . . . . . . . . . 1,659 1,616 708 682
Expenses:
Depreciation and amortization. . . 17,858 16,715 13,720 12,960
Interest . . . . . . . . . . . . . 16,072 14,522 10,601 10,426
Operating. . . . . . . . . . . . . 11,676 10,591 10,093 9,499
Ad valorem taxes . . . . . . . . . 10,464 9,682 8,054 7,516
General and administrative . . . . 2,740 2,729 2,053 2,049
Minority interest in income
of partnerships. . . . . . . . . . 1,879 706 1,983 678
Equity in earnings of joint ventures 1,049 1,073
Six Months Ended June 30,
------------------------------------------------
2001 2000
------------------------ ----------------------
As As
Previously As Previously As
Reported Restated Reported Restated
------------- --------- ----------- ---------
Operating results:
Rental revenues. . . . . . . . . . $ 156,088 $ 143,511 $ 126,372 $ 117,712
Interest Income. . . . . . . . . . 1,868 1,785 2,959 2,905
Other. . . . . . . . . . . . . . . 2,539 2,485 1,123 1,115
Expenses:
Depreciation and amortization. . . 34,713 32,466 27,375 25,895
Interest . . . . . . . . . . . . . 28,493 25,395 20,744 20,472
Operating. . . . . . . . . . . . . 22,339 20,912 19,100 17,990
Ad valorem taxes . . . . . . . . . 19,783 18,193 15,980 14,903
General and administrative . . . . 5,117 5,104 3,927 3,923
Minority interest in income
of partnerships. . . . . . . . . . 3,651 1,366 3,899 1,233
Equity in earnings of joint ventures 2,054 2,113
Page 12
June 30, 2001 December 31, 2000
------------------------- -------------------------
As As
Previously As Previously As
Reported Restated Reported Restated
------------ ----------- ------------ -----------
Property . . . . . . . . . . . . . . . . $ 2,343,989 $2,166,717 $ 1,906,431 $1,730,617
Accumulated Depreciation . . . . . . . . (411,955) (388,117) (387,118) (365,344)
Investment in real estate joint ventures 27,458 27,871
Notes receivable from real estate
joint ventures and partnerships. . . . 35,092 43,499 31,002 38,636
Unamortized Debt and Lease Costs . . . . 39,327 37,814 38,453 36,970
Accrued Rent and Accounts Receivable . . 19,433 20,998 22,273 24,485
Cash and Cash Equivalents. . . . . . . . 10,107 5,356 14,825 7,321
Other Assets . . . . . . . . . . . . . . 29,997 26,407 20,145 17,025
Debt . . . . . . . . . . . . . . . . . . 1,080,328 1,003,364 869,627 792,353
Accounts Payable and Accrued
Expenses . . . . . . . . . . . . . . . 63,508 59,815 69,561 63,884
Other Liabilities. . . . . . . . . . . . 6,808 5,961 4,263 3,891
Minority Interest. . . . . . . . . . . . 75,430 31,076 72,693 27,586
Page 13
PART I
FINANCIAL INFORMATION
ITEM 2. MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS
OF OPERATIONS
WRI's financial statements for the three and six months ended June 30, 2001 and
2000 have been restated as discussed in Note 10 to the accompanying consolidated
financial statements. The information included in the following discussion gives
effect to that restatement.
The following discussion should be read in conjunction with the consolidated
financial statements and notes thereto and the comparative summary of selected
financial data appearing elsewhere in this report. Historical results and
trends which might appear should not be taken as indicative of future
operations.
Weingarten Realty Investors owned and operated 224 anchored shopping centers, 55
industrial properties, one multi-family residential property and one office
building at June 30, 2001. Of WRI's 281 developed properties, 185 are located
in Texas (including 98 in Houston and Harris County). Our remaining properties
are located in California (19), Louisiana (13), Arizona (12), Nevada (9),
Tennessee (7), Arkansas (6), New Mexico (6), Kansas (5), Colorado (5), Oklahoma
(4), Florida (4), Missouri (2), Illinois (1), North Carolina (1), Mississippi
(1) and Maine (1). WRI has 5,200 leases and 4,000 different tenants. Leases
for our properties range from less than a year for smaller spaces to over 25
years for larger tenants; leases generally include minimum lease payments and
contingent rentals for payment of taxes, insurance and maintenance and for an
amount based on a percentage of the tenants' sales. The majority of our anchor
tenants are supermarkets, value-oriented apparel and discount stores and other
retailers, which generally sell basic necessity-type items.
CAPITAL RESOURCES AND LIQUIDITY
WRI anticipates that cash flows from operating activities will continue to
provide adequate capital for all dividend payments in accordance with REIT
requirements. Cash on hand, borrowings under our existing credit facilities,
issuance of unsecured debt and the use of project financing, as well as other
debt and equity alternatives, will provide the necessary capital to achieve
growth. Cash flow from operating activities as reported in the Statements of
Consolidated Cash Flows was $61.5 million for the first six months of 2001 as
compared to $56.9 million for the same period of 2000. The increase was due
primarily to WRI's acquisition and new development programs and improvements in
the performance of its existing portfolio of properties.
Our Board of Trust Managers approved a quarterly dividend per common share of
$.79 for the second quarter of 2001. Our dividend payout ratio on common equity
for the second quarter of 2001 and 2000 was 69% and 71%, respectively, based on
funds from operations for the applicable period.
WRI invested $343.8 million for the acquisition of 25 shopping centers during
the second quarter. On April 2, 2001, we completed the acquisition of 19
supermarket-anchored shopping centers in California. These properties are
located in the Sacramento/San Francisco Bay area (13 properties) and in the Los
Angeles area (six properties). Anchor merchants include the market's major
supermarket companies such as Ralph's (Kroger), Albertson's, Safeway, Raley's
and Food 4 Less (Fleming Company). Additionally, the properties include other
well-known anchor retailers including Target, K-Mart, Home Depot and Walgreens.
These properties added nearly 2.5 million square feet to the portfolio.
On May 15, 2001, 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. With this
acquisition, WRI now owns eight properties totaling over 1.3 million square feet
in the Memphis area.
On June 6, 2001, 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.
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On June 29, 2001, 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.
With respect to new development, we have 15 retail developments underway
including three joint ventures with our development partner in Denver. These
projects, upon completion, will represent an investment of approximately $160
million and will add 1.3 million square feet to the portfolio. We expect to
invest approximately $84.0 million in these properties during 2001. These
projects with continue to come on-line during the second half of this year and
through mid 2002. Additionally, we commenced an $11 million redevelopment of a
shopping center in Las Vegas which will include a new 220,000 square foot Super
Wal-Mart.
In January, we issued 4.5 million common shares of beneficial interest in a
secondary public offering and an additional 200,000 shares in February, as the
underwriters exercised their over-allotment option. Net proceeds of $188.1
million, based on a price of $42.19 per share, were used to pay down amounts
outstanding under our $350 million revolving line of credit.
On May 7, 2001, we issued an additional 690,000 common shares of beneficial
interest in a secondary public offering. Net proceeds of $27.9 million based on
a price of $42.85 per share were used to pay down amounts outstanding under our
$350 million revolving line of credit.
Total debt outstanding increased to $1.0 billion at quarter-end from $792.4
million at December 31, 2000. This increase was primarily due to the funding of
the Company's acquisitions and ongoing development and redevelopment efforts,
offset by the use of proceeds from the common equity offerings. Included in
total debt outstanding of $1.0 billion at June 30, 2001 is variable-rate debt of
$268.2 million, after recognizing the effect of $70.0 million of interest rate
swaps and $28.0 million of variable-rate notes receivables from joint venture
partners.
In March 2001, we filed a $500 million shelf registration statement that can be
utilized for the issuance of either debt or equity securities. This
registration statement is not yet effective.
Subsequent to June 30, 2001, the Company completed two additional financing
transactions. On July 5, 2001, we entered into a $50 million unsecured term
loan with two banks that also participate in our $350 million revolving credit
facility. The terms of the $50 million loan are substantially identical to
those of our $350 million revolving credit facility, and it also matures on the
same date. On July 12, 2001, we sold $200 million of unsecured notes with a
coupon of 7%. Net proceeds from the offering totaled $198.3 million and were
used to pay down amounts outstanding under our $350 revolving credit facility.
Concurrent with the sale of the 7% notes, we settled our $188.7 million
forward-starting interest rate swap contracts, resulting in a gain of $1.6
million. These swap contracts had been designated as a cash flow hedge of
forecasted interest payments for fixed-rate notes to be issued in future
periods, and accordingly, the gain will be amortized over the life of the 7%
notes.
On July 26, 2001, the Company entered into eleven interest rate swaps with an
aggregate notional amount of $107.5 million that convert fixed interest payments
to variable interest payments at rates from 6.35% to 7.35%. These interest rate
swaps have been designated as fair value hedges. We have determined that these
contracts will be highly effective in limiting our risk of changes in the fair
value of the fixed-rate notes attributable to changes in variable interest
rates.
FUNDS FROM OPERATIONS
The Board of Governors of the National Association of Real Estate Investment
Trusts defines funds from operations (FFO) as net income (loss) computed in
accordance with generally accepted accounting principles, excluding gains or
losses from sales of property, plus real estate related depreciation and
amortization, and after adjustments for unconsolidated partnerships and joint
ventures. In addition, NAREIT recommends that extraordinary items not be
considered in arriving at FFO. We calculate FFO in a manner consistent with the
NAREIT definition. Most industry analysts and equity REITS, including
Page 15
Weingarten, believe FFO is an appropriate measure of performance relative to
other REITs. FFO provides investors with an understanding of our ability to
incur and service debt, make capital expenditures and pay common share
dividends. There can be no assurance that FFO presented by Weingarten is
comparable to similarly titled measures of other REITs. FFO should not be
considered as an alternative to net income or other measurements under GAAP as
an indicator of our operating performance or to cash flows from operating,
investing, or financing activities as a measure of liquidity. FFO does not
reflect working capital changes, cash expenditures for capital improvements, or
principal payments on indebtedness.
Funds from operations - diluted for the three and six months ended June 30, 2001
and 2000 is calculated as follows:
Three Months Ended Six Months Ended
June 30, June 30,
----------------------- ---------------------
2001 2000 2001 2000
----------- ---------- ---------- ---------
Net income available to common shareholders . . . . . . $ 20,971 $ 14,968 $ 41,363 $ 29,409
Depreciation and amortization . . . . . . . . . . . . . 16,235 12,792 31,446 25,585
Depreciation and amortization of unconsolidated
joint ventures. . . . . . . . . . . . . . . . . . . . 479 330 941 641
Gain on sales of property . . . . . . . . . . . . . . . (674) (4,984)
----------- ---------- ---------- ---------
Funds from operations . . . . . . . . . . 37,011 28,090 68,766 55,635
Funds from operations attributable to operating
partnership units . . . . . . . . . . . . . . . . . . 53 87 113 170
----------- ---------- ---------- ---------
Funds from operations assuming conversion
of OP units . . . . . . . . . . . . . . $ 37,064 $ 28,177 $ 68,879 $ 55,805
============= ========== ========== =========
Weighted average shares outstanding - basic . . . . . . 32,090 26,754 31,105 26,730
Effect of dilutive securities:
Share options and awards. . . . . . . . . . . . . 113 54 95 37
Operating partnership units . . . . . . . . . . . 51 103 51 117
----------- ---------- ---------- ---------
Weighted average shares outstanding - diluted . . . . . 32,254 26,911 31,251 26,884
============= ========== ========== =========
RESULTS OF OPERATIONS
THREE MONTHS ENDED JUNE 30, 2001
Net income available to common shareholders increased to $21.0 million, or $.65
per diluted share, from $15.0 million, or $.56 per diluted share for the second
quarter of 2001 as compared with the same quarter of 2000. The increase in net
income available to common shareholders is due primarily from the growth in the
portfolio from acquisitions and new development. Also, the increase is
attributable to a large lease cancellation, offset by a one-time adjustment to
administrative expenses in 2001 that is not present in 2000.
Rental revenues were $77.0 million in 2001, as compared to $59.8 million in
2000, representing an increase of approximately $17.2 million or 28.8%. Of
these increases, property acquisitions and new development contributed $16.2
million in 2001, as compared to $5.9 million for the same period of 2000. The
remaining portion of these increases is due to activity at our existing
properties. Occupancy of the total portfolio was unchanged from the prior year
at 92.7%. The occupancy of the retail portfolio stood at 92.8% as compared to
92.7% at June 30, 2000, while the occupancy of the industrial portfolio
decreased to 92.1% from 92.7% in the prior year. During the first six months of
2001, WRI completed 422 renewals or new leases comprising 1.7 million square
feet at an average rental rate increase of 10.2%. Net of the amortized portion
of capital costs for tenant improvements, the increased averaged 6.9%.
Page 16
Gross interest costs, before capitalization of interest, increased by $5.5
million from $11.4 million in the second quarter of 2000 to $16.9 million in the
second quarter of 2001. The increase is due primarily to an increase in the
average debt outstanding between periods of $636.6 in 2000 to $962.6 million in
2001. The average interest rate decreased from 7.2% in 2000 to 7.0% in 2001.
The amount of interest capitalized during the period was $2.4 million and $1.0
million in 2001 and 2000, respectively.
General and administrative expenses increased by $.7 million to $2.7 million in
the second quarter of 2001 from $2.0 million in the same quarter of 2000. The
increase is due primarily to an increase in staffing necessitated by the growth
in the portfolio from acquisitions and new development, as well as an increase
in professional fees from a non-recurring adjustment of $.2 million in June
2001.
The increases in depreciation and amortization, operating expenses and ad
valorem taxes were primarily the result of WRI's acquisitions and new
development programs.
RESULTS OF OPERATIONS
SIX MONTHS ENDED JUNE 30, 2001
Net income available to common shareholders increased to $41.4 million, or $1.33
per diluted share, from $29.4 million, or $1.10 per diluted share for the six
months of 2001 as compared with the same period of 2000. The increase in net
income available to common shareholders is due primarily from the growth in the
portfolio from acquisitions and new development, as well as a gain on the sales
of property of $5.0 million in 2001 that is absent from 2000.
Rental revenues were $143.5 million in 2001, as compared to $117.7 million in
2000, representing an increase of approximately $25.8 million or 21.9%. Of
these increases, property acquisitions and new development contributed $22.3
million in 2001, as compared to $11.7 million for the same period of 2000. The
remaining portion of these increases is due to activity at our existing
properties.
Gross interest costs, before capitalization of interest, increased by $7.6
million from $22.1 million for the six months of 2000 to $29.7 million for the
six months of 2001. The increase is due primarily to an increase in the average
debt outstanding between periods of $614.1 million in 2000 to $829.1 million in
2001. The average interest rate remained unchanged at 7.2% in 2001 and 2000.
The amount of interest capitalized during the period was $4.3 million and $1.6
million in 2001 and 2000, respectively.
General and administrative expenses increased by $1.2 million to $5.1 million
for the six months of 2001 from $3.9 million for the same period of 2000. The
increase is due primarily to an increase in staffing necessitated by the growth
in the portfolio from acquisitions and new development, as well as an increase
in professional fees from a non-recurring adjustment of $.2 million in June
2001.
The increases in depreciation and amortization, operating expenses and ad
valorem taxes were primarily the result of WRI's acquisitions and new
development programs.
NEWLY ADOPTED ACCOUNTING PRONOUNCEMENTS
On January 1, 2001, WRI adopted SFAS No. 133, "Accounting for Derivative
Instruments and Hedging Activities," as amended. SFAS No. 133 establishes
accounting and reporting standards for derivative instruments. Specifically
SFAS No. 133 requires an entity to recognize all derivatives as either assets or
liabilities in the statement of financial position and to measure those
instruments at fair value. Additionally, the fair value adjustments will affect
either shareholders' equity or net income depending on whether the derivative
instruments qualifies as a hedge for accounting purposes and, if so, the nature
of the hedging activity.
WRI hedges the future cash flows of debt transactions principally through
interest rate swaps with major financial institutions. WRI has four interest
rate swap contracts with an aggregate notional amount of $70 million that
convert variable interest payments to fixed interest payments at rates from
Page 17
6.80% to 7.87%. These swaps have been designated and qualify as cash flow
hedges. We have determined these swap agreements are highly effective in
offsetting future variable interest cash flows of the related debt instruments.
As of January 1, 2001, the adoption of the new standard resulted in a cumulative
transition adjustment of $1.9 million to accumulated other comprehensive income,
a component of shareholders' equity, and a corresponding liability of the same
amount. For the six months ended June 30, 2001, the change in fair market value
of our interest rate swaps was $1.0 million and was recorded in accumulated
other comprehensive income.
On June 25, 2001, WRI entered into two forward-starting interest rate swap
contracts with a notional amount of $188.7 million. These contracts have been
designated and qualify as cash flow hedges of forecasted interest payments. We
have determined these contracts are highly effective in offsetting future
variable interest cash flows of fixed-rate debt instruments to be issued in
future periods. For the six months ended June 30, 2001, the change in fair
market value of our forward-starting interest rate swap contracts was $3.8
million and was recorded in accumulated other comprehensive income and other
assets.
We do not anticipate any material reclassifications to earnings from accumulated
other comprehensive income over the next 12 months.
In July 2000, the Emerging Issues Task Force of the Financial Accounting
Standards Board reached a consensus on EITF Issue No. 00-1,"Investor Balance
Sheet and Income Statement Display under the Equity Method for Investments in
Certain Partnerships and Other Ventures." This consensus requires that the
proportionate share method of presenting balance sheet and income statement
information for partnerships and other ventures in which entities have joint
interest and control be discontinued, except in limited circumstances. WRI was
required to conform with the guidance provided in this Issue effective December
31, 2000. Accordingly, the consolidated financial statements for all periods
of the prior year presented in this Form 10-Q have been restated to conform
with the revised presentation.
QUANTITATIVE AND QUALITATIVE DISCLOSURE ABOUT MARKET RISK
WRI uses fixed and floating-rate debt to finance its capital requirements.
These transactions expose WRI to market risk related to changes in interest
rates. Derivative financial instruments are used to manage a portion of this
risk, primarily interest rate swap agreements with major financial institutions.
These swap agreements expose WRI to credit risk in the event of non-performance
by the counter-parties to the swaps. We do not engage in the trading of
derivative financial instruments in the normal course of business. At June 30,
2001, WRI had fixed-rate debt of $707.2 million and variable-rate debt of $268.2
million, after adjusting for the effect of $70 million of interest rate swaps
and $28.0 million of variable-rate notes receivables from joint venture
partners.
Page 18
PART II
OTHER INFORMATION
ITEM 6. EXHIBITS AND REPORTS ON FORM 8-K
(a) Exhibits (numbered in accordance with Item 601 of Regulation S-K)
(12) A statement of computation of ratios of earnings and funds
from operations to combined fixed charges and preferred
dividends.
(b) Reports on Form 8-K
A Form 8-K, dated April 16, 2001, was filed to report a
significant acquisition in response to Item 2.,
Acquisition or Disposition of Assets.
A Form 8-K, dated April 26, 2001, was filed to report
significant acquisitions in response to Item 5., Other
Events and Item 7., Financial Statements, Pro Forma
Financial Information and Exhibits.
A Form 8-K/A, dated April 30, 2001, was filed to
supplement information previously filed on April 26,
2001 in response to Item 5., Other Events.
A Form 8-K, dated May 4, 2001, was filed to report an
event in response to Item 5., Other Events and
Item 7., Financial Statements, Pro Forma Financial
Information and Exhibits.
A Form 8-K/A, dated June 18, 2001, was filed to supplement
information previously filed on April 26, 2001 in response
to Item 2., Acquisition or Disposition of Assets
and Item 7., Financial Statements, Pro Forma Financial
Information and Exhibits.
A Form 8-K/A, dated June 21, 2001, was filed to supplement
information previously filed on April 30, 2001 in response
to Item 5., Other Events.
Page 19
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/ Andrew M. Alexander
---------------------------------
Andrew M. Alexander
President/Chief Executive Officer
(Principal Executive Officer)
BY: /s/ Joe D. Shafer
---------------------------------
Joe D. Shafer
Vice President/Controller
(Principal Accounting Officer)
DATE: October 25, 2001
------------------
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