<PAGE>
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 10-Q
[ X ] QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE
SECURITIES EXCHANGE ACT OF 1934
For the Quarter ended MARCH 31, 2000
OR
[ ] TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE
SECURITIES EXCHANGE ACT OF 1934
Commission File Number 001-08723
WESTERN PROPERTIES TRUST
------------------------
(Exact name of registrant as specified in its charter)
CALIFORNIA 94-6100058
------------------------------- -------------------
(State or other jurisdiction of (I.R.S. Employer
incorporation or organization) Identification No.)
2200 POWELL ST., STE. 600, EMERYVILLE, CA 94608
----------------------------------------- ----------
(Address of principal executive offices) (Zip Code)
Registrant's telephone number, including area code: (510) 597-0160
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
--- ---
Indicate the number of shares outstanding of each of the issuer's classes of
common stock, as of the latest practicable date:
Shares of Beneficial Interest, No Par Value - 17,245,917 shares
as of April 30, 2000
1
<PAGE>
WESTERN PROPERTIES TRUST
INDEX TO 10-Q
<TABLE>
<CAPTION>
Page
----
<S> <C>
PART I. FINANCIAL INFORMATION
Item 1. Consolidated Financial Statements (unaudited) 3
Consolidated Balance Sheets - March 31, 2000, and December 31, 1999 4
Consolidated Statements of Income - Three months ended March 31, 2000,
and 1999 5
Consolidated Statements of Shareholders' Equity - Three months ended
March 31, 2000 and year ended December 31, 1999 6
Consolidated Statements of Cash Flows - Three months ended
March 31, 2000, and 1999 7
Notes to Consolidated Financial Statements 8-18
Item 2. Management's Discussion and Analysis of Financial
Condition and Results of Operations 19-23
Item 3. Quantitative and Qualitative Disclosures about Market Risk 23
PART II. OTHER INFORMATION
Item 1. Legal Proceedings 24
Item 2. Changes in Securities and Use of Proceeds 24
Item 3. Defaults of Senior Securities 24
Item 4. Submission of Matters to a Vote of Security Holders 24
Item 5. Other Information 24
Item 6. Exhibits and Reports on Form 8-K 24-25
SIGNATURE 26
</TABLE>
2
<PAGE>
PART I. FINANCIAL INFORMATION
Item 1. Consolidated Financial Statements
3
<PAGE>
CONSOLIDATED BALANCE SHEETS WESTERN PROPERTIES TRUST
- ------------------------------------------------------------------------------
(Unaudited)
<TABLE>
<CAPTION>
ASSETS MARCH 31, December 31,
2000 1999
---------------------------------
(In thousands, except share data)
<S> <C> <C>
Real estate investments:
Real estate properties............................ $ 356,291 $ 354,690
Less accumulated depreciation and amortization.... (75,961) (73,189)
--------- ---------
280,330 281,501
Real estate properties held for sale.............. 60,691 81,697
Less accumulated depreciation and amortization.... (16,961) (22,839)
--------- ---------
43,730 58,858
Real estate under development.................... 6,793 6,311
Unconsolidated real estate subsidiary............ 46,431 46,963
Mortgage notes receivable........................ 23,617 17,229
Net real estate investments................... 400,901 410,862
Cash and cash equivalents............................ 653 2,219
Accounts receivable, exchange escrow and
other assets........................................ 16,451 13,055
Deferred debt issuance costs, net.................... 1,006 1,130
--------- ---------
$ 419,011 $ 427,266
========= =========
LIABILITIES AND SHAREHOLDERS' EQUITY
Bank line............................................ $ 74,500 $ 84,520
Senior notes, net.................................... 124,829 124,822
Mortgage payable..................................... 9,755 9,808
--------- ---------
209,084 219,150
Interest payable..................................... 1,266 3,561
Prepaid rents and security deposits.................. 2,227 2,288
Other liabilities.................................... 3,942 2,939
--------- ---------
7,435 8,788
--------- ---------
Total liabilities................................. 216,519 227,938
--------- ---------
Minority interests................................... 18,699 18,699
Shareholders' equity:
Preferred Stock, 2,000,000 shares authorized;
No shares issued or outstanding. -- --
Shares of beneficial interest, no par value,
Unlimited share authorization.
Issued and outstanding:
March 31, 2000 - 17,243,337 shares
December 31, 1999 - 17,236,470 shares.. 242,615 242,269
Accumulated dividends in excess of net income.... (58,822) (61,640)
--------- ---------
Total shareholders' equity....................... 183,793 180,629
--------- ---------
$419,011 $ 427,266
========= =========
</TABLE>
SEE ACCOMPANYING NOTES TO CONSOLIDATED FINANCIAL STATEMENTS.
4
<PAGE>
CONSOLIDATED STATEMENTS OF INCOME WESTERN PROPERTIES TRUST
- ------------------------------------------------------------------------------
(Unaudited)
<TABLE>
<CAPTION>
Three Months Ended
March 31,
---------
2000 1999
--------------------------------
(In thousands,
except share and per share data)
<S> <C> <C>
REVENUES:
Minimum rents........................................... $ 11,354 $ 11,068
Percentage rents........................................ 271 237
Recoveries from tenants................................. 1,782 1,780
Interest income......................................... 450 442
Income from unconsolidated real estate subsidiary....... 511 7
Other income............................................ 222 119
------------- -------------
Total revenues............................................. 14,590 13,653
------------- -------------
EXPENSES:
Interest................................................ 3,802 3,534
Property operating costs................................ 1,876 1,914
Depreciation and amortization........................... 2,649 2,948
Other operating expenses................................ 1,501 1,328
General and administrative.............................. 956 705
------------- -------------
Total expenses............................................. 10,784 10,429
------------- -------------
Income before gains on sales of real estate properties.. 3,806 3,224
Gains on sales of real estate properties................ 4,256 --
------------- -------------
Income before minority interest......................... 8,062 3,224
Minority interest....................................... 401 403
------------- -------------
Net income.............................................. $ 7,661 $ 2,821
============= =============
Basic earnings per share data:
Net income $ 0.44 $ 0.16
============= =============
Diluted earnings per share data:
Net income $ 0.43 $ 0.16
============= =============
Cash dividends paid per share.............................. $ 0.28 $ 0.28
============= =============
Weighted average number of shares outstanding--Basic....... 17,238,474 17,217,894
============= =============
Weighted average number of shares outstanding--Diluted..... 18,813,249 17,263,682
============= =============
</TABLE>
SEE ACCOMPANYING NOTES TO CONSOLIDATED FINANCIAL STATEMENTS.
5
<PAGE>
CONSOLIDATED STATEMENTS OF SHAREHOLDERS' EQUITY WESTERN PROPERTIES TRUST
- -------------------------------------------------------------------------------
(Unaudited)
Three Months Ended March 31, 2000,
and Year Ended December 31, 1999
(In thousands, except share data)
<TABLE>
<CAPTION>
Accumulated
Dividends Total
Shares of in Excess of Share-
Beneficial Interest Net holders'
Number Amount Income Equity
------------------------------------------------------
<S> <C> <C> <C> <C>
Balance, January 1, 1999....................... 17,216,550 $241,741 $(62,117) $179,624
Shares issued under restricted stock plan...... 19,920 268 -- 268
Loan forgiveness............................... -- 260 -- 260
Net income..................................... -- -- 19,814 19,814
Cash dividends paid............................ -- -- (19,337) (19,337)
---------- -------- -------- --------
Balance, December 31, 1999..................... 17,236,470 242,269 (61,640) 180,629
Shares issued under restricted stock plan...... 6,867 86 -- 86
Loan forgiveness............................... -- 260 -- 260
Net income..................................... -- -- 7,661 7,661
Cash dividends paid............................ -- -- (4,843) (4,843)
---------- -------- -------- --------
BALANCE, MARCH 31, 2000........................ 17,243,337 $242,615 $ (58,822) $183,793
========== ======== ========= ========
</TABLE>
SEE ACCOMPANYING NOTES TO CONSOLIDATED FINANCIAL STATEMENTS.
6
<PAGE>
STATEMENTS OF CONSOLIDATED STATEMENTS OF CASH FLOWS WESTERN PROPERTIES TRUST
- --------------------------------------------------------------------------------
(Unaudited)
<TABLE>
<CAPTION>
Three Months Ended
March 31,
---------
2000 1999
-----------------------
(In thousands)
<S> <C> <C>
CASH FLOWS FROM OPERATING ACTIVITIES:
Net income.......................................... $ 7,661 $ 2,821
Adjustments to reconcile net income to net cash
provided by operating activities:
Minority interest................................. 401 403
Depreciation and amortization..................... 2,649 2,948
Amortization of deferred debt issuance costs...... 131 111
Gains on sales of real estate investments......... (4,256) --
Earned compensation on restricted stock plan...... 86 28
(Decrease) increase in accounts receivable and
other assets.................................... 549 (75)
Increase in deferred rent receivable.............. (84) (129)
Decrease in interest payable...................... (2,295) (2,363)
Increase in prepaid rents and security deposits
and other liabilities........................... 185 192
Loan forgiveness.................................. 260 260
--------- --------
Net cash provided by operating activities......... 5,287 4,196
--------- --------
CASH FLOWS FROM INVESTING ACTIVITIES:
Proceeds from sales of real estate investments...... 19,967 --
Investment in mortgage note receivable.............. (638) (377)
Investment in unconsolidated real estate subsidiary. 547 190
Deposits into exchange escrow....................... (4,702) --
Improvements of real estate investments:
Build-to-suit developments....................... (8) --
New leases....................................... (1,003) (376)
General.......................................... (174) (121)
Development...................................... (460) --
Recovery of investment in direct financing leases... 33 52
--------- --------
Net cash provided by (used in) investing
activities..................................... 8,464 (632)
--------- --------
CASH FLOWS FROM FINANCING ACTIVITIES:
Advances on bank line of credit................... 13,905 14,300
Principal payments on bank line of credit......... (23,925) (12,600)
Principal payments on mortgage note payable....... (53) (49)
Deferred long term issuance costs................. -- (21)
Cash distributions to minority interest........... (401) (403)
Cash dividends paid............................... (4,843) (4,834)
--------- --------
Net cash used in financing activities.......... (15,317) (3,607)
--------- --------
Net decrease in cash and cash equivalents...... (1,566) (43)
Cash and cash equivalents, at the beginning of
period.......................................... 2,219 1,512
--------- --------
Cash and cash equivalents, at the end of period... $ 653 $ 1,469
========= =========
SUPPLEMENTAL DISCLOSURE OF CASH FLOW INFORMATION:
Cash paid during the period for interest net of
capitalized interest of $314,000 in 2000 and
$383,000 in 1999.................................. $ 5,966 $ 5,786
========= =========
SUPPLEMENTAL DISCLOSURE OF NON CASH INVESTING AND
FINANCING ACTIVITIES:
Net note received in connection with sale of real
estate investments ............................... $ 5,098 $ --
========= =========
</TABLE>
SEE ACCOMPANYING NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
7
<PAGE>
WESTERN PROPERTIES TRUST
Notes to Consolidated Financial Statements
March 31, 2000
(Unaudited)
Note A: ORGANIZATION, BASIS OF PRESENTATION AND RECENT ACCOUNTING PRONOUNCEMENTS
(A) DESCRIPTION OF ORGANIZATION AND PRINCIPLES OF CONSOLIDATION
Founded in 1962, Western Properties Trust ("WPT") and its affiliates own and
operate community and neighborhood shopping centers located in the western
United States. The corporate office of the self-administered equity real
estate investment trust is in the San Francisco Bay Area city of Emeryville,
California. These shares are traded on the American Stock Exchange under the
symbol "WIR".
Western Properties Trust's consolidated financial statements include the
accounts of the following entities: WPT; Western/Kienow's L.P., a Delaware
limited partnership; Western Pinecreek L.P., a Delaware limited partnership;
GW100, a general partnership; and WPT's wholly owned subsidiary, WIRET
Asset Management Services (a California corporation and a licensed real
estate broker in the State of California) (collectively, "Western"). These
entities comprise all of the subsidiaries over which WPT exercises direct or
indirect voting control. Western is in the business of acquiring, managing,
leasing and developing retail and commercial properties. WPT is the sole
general partner in Western/Kienow's L.P. and owned a 60% interest therein as
of March 31, 2000. WPT is also the sole general partner in Western Pinecreek
L.P. and owned a 75% interest therein as of March 31, 2000.
Through an unconsolidated real estate subsidiary, Western owns 11 properties
comprising approximately 465,497 square feet of retail gross leasable area
("GLA"). Throughout this Form 10Q reference to the unconsolidated real
estate subsidiary is a reference to this 11 property portfolio. The
properties in this portfolio generally consist of the remaining Kienow's Food
Stores, Inc. properties, which were acquired by the unconsolidated real
estate subsidiary in 1998.
The combined GLA of Western and its unconsolidated real estate subsidiary at
March 31, 2000 was approximately 5.4 million square feet. At March 31, 2000,
Western and its unconsolidated real estate subsidiary's real estate portfolio
was comprised of 58 properties, 51 of which were retail properties.
(B) BASIS OF PRESENTATION AND USE OF ESTIMATES
The consolidated financial statements included in this report have been
prepared by Western, without audit, pursuant to the rules of the Securities
and Exchange Commission. Certain information and footnote disclosure
normally included in financial statements prepared in accordance with
generally accepted accounting principles have been condensed or omitted
pursuant to such rules. Interim results are not necessarily indicative of
results for a full year. The interim
8
<PAGE>
financial statements reflect all adjustments which are, in the opinion of
management, necessary to a fair statement of the results for the interim
periods presented.
These financial statements should be read in conjunction with the audited
financial statements and notes thereto included in Western's latest annual
report on Form 10-K. When necessary, reclassifications have been made to
prior period balances to conform to current period presentation.
(C) RECENT ACCOUNTING PRONOUNCEMENTS
In June 1998, the FASB issued Financial Accounting Statement No. 133 (FASB
133), "ACCOUNTING FOR DERIVATIVE INSTRUMENTS AND HEDGING ACTIVITIES."
Western will adopt FASB 133 for interim periods beginning in 2001, the
effective date of FASB 133, as amended. Management believes that the
adoption of this Statement will not have a material impact on Western's
consolidated financial statements.
Note B: REAL ESTATE INVESTMENTS
At March 31, 2000, Western and its unconsolidated real estate subsidiary
owned 58 properties, totaling 5.4 million leasable square feet. Included in
this total are nine properties, which were held for sale and total 773,000
leasable square feet.
Occupancy percentages for Western's portfolios are as follows:
<TABLE>
<CAPTION>
March 31, 2000 December 31, 1999 March 31, 1999
-------------- ----------------- --------------
<S> <C> <C> <C>
Shopping centers 93.8% 93.7% 92.7%
Single-tenant retail 100.0% 100.0% 65.5%(1)
Commercial and other 100.0% 93.9% 96.1%
Overall occupancy 94.2% 93.8% 91.3%
</TABLE>
Occupancy percentage is based on square footage leased as a percent of total
leasable square feet.
(1) The Single-tenant retail occupancy rate reflects the January, 1999
expiration of the Kmart/Napa lease of 103,284 square feet, and vacancy
thereof.
Western's shopping center development-in-progress, located in Walnut Creek,
California, is not included in the above occupancy percentages.
Additionally, the 11 retail properties which are held through an
unconsolidated subsidiary are not included in the above occupancy percentages
due to the extensive retenanting and redevelopment taking place in these
properties. Including the portfolio in the unconsolidated real estate
subsidiary, overall occupancy would be 93.1%, 92.8% and 88.0% for March 31,
2000, December 31, 1999 and March 31, 1999, respectively.
During the quarter ended March 31, 2000, Western sold four properties.
Details are as follows:
- - On March 17, 2000, Western sold an 11,892 square foot office building
located in San Francisco, California, for $4,770,000, at a gain of
$2,504,000. This property was formerly used as Western's headquarters.
Western plans on using the sales proceeds of $4,702,000 from this disposition
to purchase real estate through a tax-deferred exchange.
9
<PAGE>
- - On March 21, 2000, Western sold a 119,888 square foot shopping center
located in Red Bluff, California, for $7,990,000, at a loss of $108,000.
In connection with the sale, Western received a $5,750,000, 10% interest
per annum, promissory note secured by a first deed of trust on the property.
This note is due July 19, 2000. The cash sales proceeds of $2,129,000 were
used to reduce the balance on the bank line (See Note C to the consolidated
financial statements.)
- - On March 28, 2000, Western sold a 13,350 square foot office building
located in San Francisco, California, for $3,025,000, at a gain of
$1,624,000. This property, located on Taraval Street, was leased to
Washington Mutual. The cash sales proceeds of $2,839,000 were used to reduce
the balance on the bank line.
- - On March 29, 2000, Western sold a 41,728 square foot office building
located in Petaluma, California, for $5,445,000, at a gain of $236,000. The
cash sales proceeds of $5,169,000 were used to reduce the balance on the bank
line.
The decrease during the quarter in the real estate properties held for sale
portfolio is due to the above four sales as well as to a decision by Western
to withdraw one property from the market. As such, one property was
reclassified and is no longer included in the real estate property held for
sale portfolio on the balance sheet.
Note C: UNCONSOLIDATED REAL ESTATE SUBSIDIARY
In October 1998, Western acquired an interest in Kienow's Food Stores, Inc.
("Kienow's"), a Portland, Oregon-based grocery wholesaler and retailer, whose
principal assets were its real estate properties comprising six shopping
centers, four freestanding stores and eight non-core properties. Over the
past 18 months, Western has been redeveloping and retenating the 10 core
retail properties (six shopping center and four freestanding stores),
encompassing 449,217 square feet of GLA, located in the greater Portland
area. Western holds this interest through its unconsolidated real estate
subsidiary. From inception to March 31, 2000, Western has capitalized
$1,698,000 ($255,000 in 1998 and $1,299,000 in 1999) in interest in
connection with the redevelopment of the retail properties.
As of March 31, 2000, Kienow's has executed eight anchor tenant leases and
completed the disposition of all but one of the non-core properties in Oregon.
Note D: INVESTMENTS IN MORTGAGE LOANS
In connection with the sale of the shopping center located in Red Bluff,
California, Western received a $5,750,000, 10% interest per annum, promissory
note secured by a first deed of trust on the property. The maturity date of
the promissory note is July 19, 2000.
10
<PAGE>
Western's investments in mortgage loans is detailed below:
<TABLE>
<CAPTION>
- -------------------------------------------------------------------------------------------------------------------------------
MARCH 31 December 31 Interest Rate
- -------------------------------------------------------------------------------------------------------------------------------
2000 1999 (per annum)
---- ---- -----------
(In thousands)
<S> <C> <C> <C>
Loan on a retail property in Concord,
California, secured by a first deed of trust on
the property Western sold in 1997. Mortgage is
due August 2007................................... $1,178 $1,236 8.5% through August 31, 2002
--- --- 9.0% after August 31, 2002
Loan on a shopping center in Dublin,
California, secured by a first deed of trust on
the property. Interest only is payable
monthly. Mortgage is due August 2004............. 8,200 8,200 8.5%
Participating loan on a shopping center under
development in Walnut Creek, California,
secured by a first deed of trust on the
property. Total loan commitment is $42
million. Mortgage is due December 2008........... 8,489 7,793 9.0% on balances up to $26.5 million
--- --- 10.5% on balances above $26.5 million
Loan on a shopping center in Red Bluff,
California, secured by a first deed of trust on
the property Western sold in 2000. Mortgage is
due July 19, 2000................................. 5,750 --- 10.0%
--------- --------
$23,617 $17,229
========= ========
</TABLE>
11
<PAGE>
Note E: CAPITAL EXPENDITURES
It is Western's practice to capitalize certain expenditures that exceed $4,000
and which are associated with the improvement and rental of real estate
investments. Capitalized costs include leasing-related costs and property
improvements. Capital expenditures for the three months ended March 31, 2000,
and 1999 are as follows:
<TABLE>
<CAPTION>
Three Months Ended
March 31,
------------
2000 1999
--------------------------------
(In thousands)
<S> <C> <C>
"Build to Suit" capital improvements $ 8 $ --
Capitalized costs incurred in connection with`
leasing previously UNLEASED space 15 11
Capitalized costs incurred in connection with
leasing previously LEASED space 988 365
Capitalized costs incurred in connection with
improvements to common areas 174 121
Capitalized costs incurred in connection with
development projects 460 ---
------ ------
Total capitalized expenditures $1,645 $ 497
====== ======
Improvements $1,543 $ 463
Leasing-related costs 102 34
------ ------
Total capitalized expenditures $1,645 $ 497
====== ======
</TABLE>
12
<PAGE>
During the three months ended March 31, 2000, Western entered into leases that
obligate Western to fund certain leasing commissions and property improvements.
These obligations relate to new leases, a portion of which was paid and
capitalized during the quarter ended March 31, 2000, and is reflected in the
preceding table.
The aggregate and per square foot information representing expenditures
associated with leasing for the quarter ended March 31, 2000, is as follows:
<TABLE>
<CAPTION>
- ---------------------------------------------------------------------------------------------------------------------------------
New Leases
- ---------------------------------------------------------------------------------------------------------------------------------
TENANT IMPROVEMENTS
-------------------
Capitalized
----------------------------
Costs All Expenditures
------------------------ ------------------------------------------
Per Per
Aggregate Square Square Aggregate Square Square
Property Type Amount Feet Foot Amount Feet Foot
------------- ------- ---- ---- ------ ---- ------
<S> <C> <C> <C> <C> <C> <C>
Shopping centers and
single-tenant retail
properties $1,200,500 46,526 $25.80 $1,204,500 52,425 $22.98
<CAPTION>
--------------------------------------------------------------------------------------------
LEASING COMMISSIONS
-------------------
Capitalized
----------------------------
Costs All Expenditures
------------------------ ------------------------------------------
Per Per
Aggregate Square Square Aggregate Square Square
Property Type Amount Feet Foot Amount Feet Foot
------------- ------- ---- ---- ------ ---- ------
<S> <C> <C> <C> <C> <C> <C>
Shopping centers and
single-tenant retail
properties $90,172 $35,726 $2.52 $93,663 52,425 $1.79
</TABLE>
13
<PAGE>
Note F: SEGMENT DISCLOSURE
FASB No. 131 requires disclosure about segments of Western and related
information.
Western evaluates performance and makes resource-allocation decisions on an
individual property basis. For financial reporting purposes, Western has
grouped its properties into three segments: shopping centers (including
shopping centers under development), single-tenant retail and other
commercial properties. Investments principally consist of real estate, but
also include real estate secured loans (four) and real estate joint ventures
(three).
Non-segment assets include cash, accounts receivable and deferred financing
costs.
The accounting policies of the segments are the same as those described in
Note 2 to Western's annual report on Form 10-K for the year ended December
31, 1999.
Western assesses and measures segment operating results based on a
performance measure referred to as Funds From Operations ("FFO"). Prior to
January 1, 2000, the National Association of Real Estate Investment Trusts
defined FFO as net income, calculated in accordance with generally accepted
accounting principles (GAAP) plus depreciation and amortization of assets
uniquely significant to the real estate industry (a) reduced by gains and
increased by losses on (i) sales of property and (ii) extraordinary and
unusual items, and (b) after adjustments for unconsolidated partnerships and
joint ventures. Effective January 1, 2000, net income is not adjusted for
unusual items unless they qualify as extraordinary items under GAAP in
calculating FFO. This new interpretation did not have a significant impact on
Western. FFO does not represent cash flows from operations as defined by GAAP
and should not be considered a substitute for net income as an indicator of
Western's operating performance, or for cash flows as a measure of liquidity.
Furthermore, FFO as disclosed by other REITS may not be comparable to
Western's calculation of FFO.
14
<PAGE>
The revenues and profit (loss), for each of the reportable segments are
summarized as follows for the quarter ended March 31, 2000 and 1999 (in
thousands) :
<TABLE>
<CAPTION>
Three Months Ended
March 31,
2000 1999
----------------------------------
<S> <C> <C>
REVENUES:
Shopping centers..................................................... $13,172 $12,006
Single tenant retail................................................. 435 428
Commercial and other................................................. 983 1,219
--------- --------
Total revenues.................................................... $14,590 $13,653
========= ========
PROFIT (LOSS):
Funds from operations:
Shopping centers..................................................... $11,205 $9,879
Single tenant retail................................................. 407 391
Commercial and other................................................. 827 1,137
--------- --------
Total segment FFO................................................. 12,439 11,407
Interest income...................................................... 24 81
Other income......................................................... 25 1
Interest expense..................................................... (3,802) (3,534)
Other operating expense.............................................. (1,123) (1,077)
Non Real Estate Depreciation......................................... (72) (43)
General and administrative........................................... (956) (648)
--------- --------
Consolidated FFO................................................. 6,535 6,187
Depreciation and amortization........................................ (2,578) (2,906)
Depreciation and amortization, unconsolidated real estate............ (151) --
Minority interest.................................................... (401) (403)
Gains on sales of real estate investments............................ 4,256 --
Change in accounting principle....................................... --- (57)
--------- --------
Net income....................................................... $7,661 $2,821
========= ========
</TABLE>
15
<PAGE>
The assets for each of the reportable segments are summarized as follows as of
March 31, 2000 and December 31, 1999 (in thousands):
<TABLE>
<CAPTION>
March 31, December 31,
2000 1999
------------------------------------------------------
<S> <C> <C>
ASSETS:
Shopping centers............................................... $383,075 $387,078
Single tenant retail........................................... 5,425 8,512
Commercial and other........................................... 20,144 22,343
Non-segment.................................................... 10,367 9,333
--------- --------
Total assets................................................ $419,011 $427,266
======== ========
<CAPTION>
March 31, March 31,
2000 1999
------------------------------------------------------
REAL ESTATE INVESTMENT CAPITAL EXPENDITURES:
<S> <C> <C>
Developments:
Shopping centers................................................... $1,692 $442
Single tenant retail............................................... (66) 4
Commercial and other............................................. 19 51
------ -----
Total developments.......................................... $1,645 $497
====== =====
</TABLE>
16
<PAGE>
Note G: LOANS TO OFFICERS
Pursuant to the achievement of certain Western and individual goals, the
Board of Trustees, in February 2000, forgave $260,000 of loans granted to
officers during 1998. The 1998 loan proceeds were used to fund the purchase
of Western shares of beneficial ownership by these individuals in order to
increase their ownership in Western and to more closely align their interest
with those of the shareholders. Of the original aggregate loan balances of
$1,299,000, $779,000 remains outstanding at March 31, 2000.
Note H: EARNINGS PER SHARE
In February 1997, the FASB issued FAS No. 128, EARNINGS PER SHARE. The
purpose of this pronouncement is to show the effect of the exercise of
certain options and other convertible securities on earning per share. A
reconciliation of the denominator used in the calculation of diluted Earnings
Per share for the quarter ended March 31, 2000 and 1999 is shown below:
<TABLE>
<CAPTION>
Three Months Ended
March 31,
- ---------------------------------------------------------------------------------------------------------------------
2000 1999
- ---------------------------------------------------------------------------------------------------------------------
<S> <C> <C>
Weighted average shares outstanding - Basic.................................. 17,238,474 17,217,894
Plus: Options with exercise prices below quarter-end market
prices of shares of beneficial interest......................... -- 1,082
Stock issued under restricted stock plan............................ 53,913 44,706
OP units convertible into share of beneficial interest.............. 1,520,862 --
---------------------------------
Adjusted weighted average shares outstanding - Diluted....................... 18,813,249 17,263,682
---------------------------------
---------------------------------
</TABLE>
Additionally, during the quarter ended March 31, 1999, conversion of the OP
units would have had the effect of increasing earnings per share, and as such,
conversion was not assumed in the above calculation.
The following stock options are not included in the diluted earnings per share
calculation because the options' exercise price was greater than the average
market price of the shares of beneficial interest for the quarter and,
therefore, the effect would be to increase earnings.
<TABLE>
<CAPTION>
Three Months Ended
March 31,
- ---------------------------------------------------------------------------------------------------------------------
2000 1999
- ---------------------------------------------------------------------------------------------------------------------
<S> <C> <C>
Number of options...................................................... 895,000 744,100
Range of exercise prices............................................... $10.56-$14.78 $12.31-$14.78
</TABLE>
Note I: COMMITMENTS AND CONTINGENCIES
In connection with the redevelopment of a property located in Walnut Creek,
California, Western committed to fund $42 million on a note secured by a
first deed of trust on the property under development. At March 31, 2000,
Western had funded a total of $8.5 million relating to this investment.
17
<PAGE>
As of March 31, 2000, Western had commitments under several new and renewal
leases which will result in expenditures of approximately $718,000 in real
estate improvements and leasing commissions.
Note J: SUBSEQUENT EVENTS
During April 2000, Western's unconsolidated real estate subsidiary caused
Kienow's to sell two properties in Oregon that were part of the Kienow's Food
Stores, Inc. portfolio indirectly acquired by Western in 1998. On April 20,
2000, Western's unconsolidated real estate subsidiary caused Kienow's to
purchase a single tenant retail property leased to a grocery retailer located
in Portland, Oregon for $2,341,000. Western funded the purchase by using
tax-deferred exchange sales proceeds from the March and April 2000 sales.
18
<PAGE>
ITEM 2 MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION
AND RESULTS OF OPERATION
INTRODUCTION
The following discussion and analysis of the consolidated financial condition
and results of operations of Western Properties Trust and its subsidiaries
("Western") should be read in conjunction with the Consolidated Financial
Statements and Notes thereto appearing elsewhere in this report on Form 10-Q.
Historical results and percentage relationships set forth herein are not
necessarily indicative of future operations.
CAUTIONARY STATEMENTS
The discussions in Management's Discussion and Analysis of Financial
Condition and Results of Operations contain certain forward-looking
statements within the meaning of the Private Securities Litigation Reform Act
of 1995 that reflect management's current views with respect to future events
and financial performance. The matters described in such forward-looking
statements are subject to risks and uncertainties including, but not limited
to: the effects of future events on Western's financial performance; the risk
that Western may be unable to finance its planned acquisition and development
activities; risks related to the retail or commercial businesses in which
Western's properties compete, including the potential adverse impact of
external factors, such as inflation, consumer confidence, unemployment rates,
consumer tastes and preferences, and the e-commerce environment; risks
associated with Western's development activities, such as the potential for
cost overruns, delays and lack of predictability with respect to the
financial returns associated with these development activities; the risk of
potential increase in market interest rates from current rates; and risks
associated with real estate ownership, such as the potential adverse impact
of environmental contamination or changes in the local economic climate on
the revenues and the value of Western's properties.
OVERVIEW
Founded in 1962, Western Properties Trust ("WPT") and its affiliates own and
operate community and neighborhood shopping centers located in the western
United States. The corporate office of the self-administered equity real
estate investment trust is in the San Francisco Bay Area city of Emeryville,
California. Its shares are traded on the American Stock Exchange under the
symbol "WIR".
Western Properties Trust's consolidated financial statements include the
accounts of the following entities: WPT; Western/Kienow's L.P., a Delaware
limited partnership; Western Pinecreek L.P., a Delaware limited partnership;
GW100, a general partnership; and WPT's wholly owned subsidiary, WIRET
Asset Management Services (a California corporation and a licensed real
estate broker in the State of California) (collectively, "Western"). These
entities comprise all of the subsidiaries over which WPT exercises direct or
indirect voting control. Western is in the business of acquiring, managing,
leasing and developing retail, commercial and industrial properties. WPT is
the sole general partner in Western/Kienow's L.P. and owned a 60% interest
therein as of March 31, 2000. WPT is also the sole general partner in Western
Pinecreek L.P. and owned a 75% interest
19
<PAGE>
therein as of March 31, 2000. Through an unconsolidated real estate
subsidiary, Western owns 11 properties comprising approximately 465,497
square feet of retail gross leasable area ("GLA"). Throughout this Form 10-Q
reference to the unconsolidated real estate subsidiary is a reference to this
11 property portfolio. The combined GLA of Western and its unconsolidated
real estate subsidiary at March 31, 2000 was approximately 5.4 million square
feet. At March 31, 2000, Western and its unconsolidated real estate
subsidiary's real estate portfolio was comprised of 58 properties, 51 of
which were retail properties.
LIQUIDITY AND CAPITAL RESOURCES
Western anticipates that cash flows provided by operations and other sources
available to Western will continue to provide adequate funds for all current
principal and interest payments as well as dividend payments required to
maintain its status as a real estate investment trust under the Internal
Revenue Code. Cash on hand, proceeds from the sale of properties held for
sale and borrowings under the existing bank line, as well as other debt and
equity alternatives, are expected to provide the necessary funds to achieve
future growth. At March 31, 2000, nine properties comprising 772,503 square
feet were held for sale. The book value of these properties (before deduction
for depreciation) was $60,691,000.
The agreements executed in connection with Western's senior notes and its
bank line contain certain covenants (including minimum shareholder's equity,
maximum ratio of debt to net worth and income coverage requirements) which
impose certain limitations on the incurrence of additional debt and other
restrictions on Western.
As of March 31, 2000, Western's aggregate outstanding indebtedness of
$209,084,000 consisted of $134,584,000 in fixed rate, long-term debt and
$74,500,000 of borrowings under Western's variable rate, unsecured bank line.
As of March 31, 2000, Western had $22.2 million available under its $100
million bank line. The availability on the $100 million bank line is net of a
$3.3 million outstanding letter of credit which is related to Western's
investment in the Walnut Creek development. Western intends to replace or
renew the bank line before it expires on September 30, 2001.
COMMITMENTS AND CONTINGENCIES
In connection with the redevelopment of a property located in Walnut Creek,
California, Western committed to fund $42 million on a note secured by a
first deed of trust on the property under development. At March 31, 2000,
Western had funded a total of $8.5 million relating to this investment.
As of March 31, 2000, Western had commitments under several new and renewal
leases which will result in expenditures of approximately $718,000 in real
estate improvements and leasing commissions.
20
<PAGE>
FUNDS FROM OPERATIONS
Industry analysts and Western consider Funds From Operations ("FFO") to be an
alternative measure of an equity REIT's performance since such measure does
not recognize depreciation and amortization of real estate assets as
reductions of income from operations. Historical cost accounting for real
estate assets implicitly assumes that the value of real estate assets
diminishes predictably over time. Yet, since real estate values have
historically risen or fallen with market conditions, Western, along with most
industry investors, considers presentation of operating results for real
estate companies that use historical cost accounting to be less than fully
informative.
Prior to January 1, 2000, the National Association of Real Estate Investment
Trusts defined FFO as net income, calculated in accordance with generally
accepted accounting principles (GAAP) plus depreciation and amortization of
assets uniquely significant to the real estate industry (a) reduced by gains
and increased by losses on (i) sales of property and (ii) extraordinary and
unusual items, and (b) after adjustments for unconsolidated partnerships and
joint ventures.Effective January 1, 2000, net income is not adjusted for
unusual items unless they qualify as extraordinary items under GAAP in
calculating FFO. This new interpretation did not have a significant impact on
Western. FFO does not represent cash flows from operations as defined by GAAP
and should not be considered a substitute for net income as an indicator of
Western's operating performance, or for cash flows as a measure of liquidity.
Furthermore, FFO as disclosed by other REITS may not be comparable to
Western's calculation of FFO.
The table below provides a reconciliation of net income in accordance with
GAAP to FFO as calculated under NAREIT guidelines for the three month period
ended March 31, 2000 and 1999 (in thousands):
<TABLE>
<CAPTION>
Three Months Ended
March 31,
- ---------------------------------------------------------------------------------------------------------------------
2000 1999
- ---------------------------------------------------------------------------------------------------------------------
<S> <C> <C>
Net income................................................................... $7,661 $2,821
Less: Gains on sales of real estate investments........................... (4,256) ---
Plus: Real property depreciation.......................................... 2,279 2,591
Real property depreciation unconsolidated real estate............... 151 ---
Amortization of tenant improvement costs............................ 224 230
Amortization of leasing commission costs............................ 75 85
Cumulative effect of change in accounting principle................. --- 57
------------------------------
Funds From Operations, basic................................................. $6,134 $5,784
Plus: Minority interest................................................... 401 403
------------------------------
Funds From Operations, diluted............................................... $6,535 $6,187
==============================
</TABLE>
The dividend payout ratio for the quarter ended March 31, 2000 and 1999
(calculated as dividend distributions made by Western for the applicable period
divided by diluted FFO) was 80% and 85%, respectively.
21
<PAGE>
RESULTS OF OPERATIONS
COMPARISON OF QUARTERS ENDED MARCH 31, 2000 AND 1999
Net income increased $4,840,000 to $7,661,000 for the quarter ended March 31,
2000 as compared to the quarter ended March 31, 1999 net income of
$2,821,000. On a per share basis (calculated using diluted weighted average
shares outstanding), net income increased from $0.16 in 1999 to $0.43 in 2000.
This increase is primarily the result of gains on sales of three properties
of $4,256,000. Other factors include increased income from unconsolidated
real estate subsidiary and decreased depreciation expense.
Income from the unconsolidated real estate subsidiary was $511,000 for 2000
as compared to $7,000 for the same period in 1999. This $504,000 increase
reflects the benefit of redevelopment and retenanting of eight of the
Kienow's ten core properties. Western anticipates that the remaining two core
properties will be leased and generating rental income during 2000.
Depreciation expense was $2,649,000 for the three month period ending March
31, 2000, a $299,000 decrease from the comparable period in 1999. This
decrease is primarily due to the discontinuance of depreciation
on properties held for sale. As of March 31, 2000, Western held nine
properties for sale, of gross book value of $60,691,000 and comprising
773,000 square feet.
Interest expense was $3,802,000 for the three months ended March 31, 2000, a
$268,000 increase from the comparable period in 1999. This increase is
primarily due to higher interest rates experienced on Western's variable-rate
Bank Line during 2000, and to a lesser extent, decreased capitalized interest
in the 2000 quarter, partially offset by a decreased balance outstanding on
its Bank Line.
22
<PAGE>
ITEM 3 QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RISK
Western is exposed to interest rate changes primarily as a result of its Bank
Line and long-term debt used to maintain liquidity and fund capital
expenditures and expansion of Western's real estate portfolio and operations.
Western's interest rate risk-management objective is to limit the impact of
interest rate changes on earnings and cash flows and to lower its overall
borrowing costs. Western's objective with regard to long-term debt is to
borrow primarily at fixed rates.
At March 31, 2000, the outstanding balance on Western's variable rate Bank
Line was $74,500,000 and the weighted average interest rate was 7.24% per
annum. The Bank Line facility matures September 30, 2001. At March 31, 2000,
the outstanding balance of Western's fixed rate senior notes was $124,829,000
and the weighted average coupon interest rate for all senior notes was 7.47%
per annum. The senior notes mature February 2004 ($49,944,000), September
2006 ($24,975,000), September 2008 ($24,954,000) and September 2010
($24,956,000). At March 31, 2000, the outstanding balance of Western's fixed
rate mortgage note was $9,755,000 and it carries an interest rate of 7.61%
per annum. This amortizing note is due May 2004 with a balloon payment of
$8,737,000.
The preceding information incorporates only those exposures that exist as of
March 31, 2000, and it does not consider those exposures or positions that
could arise after that date. Moreover, because current and future funding
commitments are not presented in the preceding paragraph, the information
presented therein has limited predictive value. As a result, the impact on
Western's operating results with respect to interest rate fluctuations will
depend on the exposures that arise during the period, Western' interest rate
risk management strategies at that time and interest rates.
This discussion of Western's risk-management activities includes
"forward-looking statements" that involve risk and uncertainties. Actual
results could differ materially from those projected in the forward-looking
statements.
23
<PAGE>
PART II. OTHER INFORMATION
Item 1 - 5. None.
Item 6. Exhibits and reports on Form 8-K.
<TABLE>
<CAPTION>
<S> <C>
(a) Exhibits
(numbered in accordance with Item 601 of Regulation S-K)
(3) Declaration of Trust, as amended (filed as Exhibit
3 to Registrant's 10-Q for the quarter ended
September 30, 1998, and incorporated herein by
reference).
(4.1) Form of Indenture relating to the Senior Notes (filed as
Exhibit 4.1 to Registration Statement on Form S-3 No.
33-71270 and incorporated herein by reference).
(4.2) Form of Senior Notes (filed as Exhibit 4.2 to
Registration Statement on Form S-3 No. 33-71270 and
incorporated herein by reference).
(4.3) Form of Supplemental Indenture relating to the 7.1%
Senior Notes (filed as Exhibit 4.5 on Form 8-K, dated
September 24, 1997, and incorporated herein by
reference).
(4.4) Form of Supplemental Indenture relating to the 7.2%
Senior Notes (filed as Exhibit 4.6 on Form 8-K, dated
September 24, 1997, and incorporated herein by
reference).
(4.5) Form of Supplemental Indenture relating to the 7.3%
Senior Notes (filed as Exhibit 4.7 on Form 8-K, dated
September 24, 1997, and incorporated herein by
reference).
(10.1) Western's Nonqualified Stock Option Plan (filed as
Exhibit 4.2 to Registration Statement on Form S-8 No.
33-27016 and incorporated herein by reference).
24
<PAGE>
(10.2)+ Compensation Agreement (filed as Exhibit 10.3 to
Registrant's 10-K for the fiscal year ended
December 31, 1997, and incorporated herein by
reference).
(10.3)+ Management Contracts (filed as Exhibit 10.4 to
Registrant's 10-Q for the quarter ended March 31,
1998, and incorporated herein by reference).
(10.4)+ Western's 1998 Equity Incentive Plan (filed as
Exhibit 10.4 to Registrant's 10-Q for the quarter
ended June 30, 1998, and incorporated herein by
reference).
(10.5)+ Stock Purchase and Contribution agreement dated
September 29, 1998 (Kienow's Acquisition) (filed
as Exhibit 10.5 to Registrant's 10-Q for the
quarter ended September 30, 1998, and incorporated
herein by reference).
(10.6) Agreement of Limited Partnership of
Western/Kienow's, LP dated October 30,1998 (filed
as Exhibit 10.6 to Registrant's 10-Q for the
quarter ended September 30, 1998, and incorporated
herein by reference).
(10.7)+ Management Contract (filed as Exhibit 10.7 to
Registrant's 10-Q for the quarter ended September
30, 1999, and incorporated herein by reference).
(10.8) Agreement of Limited Partnership of Western
Pinecreek, L.P. dated November 17, 1999 (filed as
Exhibit 10.8 to Registrant's 10-K for the year
ended December 31, 1999, and incorporated herein
by reference).
(27) * Financial Data Schedule
(b) Reports on Form 8-K
None.
- ----------
</TABLE>
* Filed with this report.
+ Management contract or compensatory plan or arrangement.
25
<PAGE>
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.
WESTERN PROPERTIES TRUST
(Registrant)
Dated: May 7, 2000 By: s/Bradley N. Blake
----------------------- ---------------------------------------
Bradley N. Blake
Chairman of the Board,
President, Chief Executive Officer
and Trustee
Dated: May 7, 2000 By: s/Dennis D. Ryan
----------------------- ---------------------------------------
Dennis D. Ryan
Executive Vice President,
Chief Financial Officer
and Trustee
26
<TABLE> <S> <C>
<PAGE>
<ARTICLE> 5
<LEGEND>
THIS SCHEDULE CONTAINS SUMMARY FINANCIAL INFORMATION EXTRACTED FROM
THE REGISTRANT'S STATEMENT OF INCOME FOR THE THREE MONTHS ENDED
MARCH 31, 2000 AND THE BALANCE SHEET AT MARCH 31, 2000 AND IS QUALIFIED IN
ITS ENTIRETY BY REFERENCE TO SUCH FINANCIAL STATEMENTS.
</LEGEND>
<MULTIPLIER> 1,000
<S> <C>
<PERIOD-TYPE> 3-MOS
<FISCAL-YEAR-END> DEC-31-2000
<PERIOD-START> JAN-01-2000
<PERIOD-END> MAR-31-2000
<CASH> 653
<SECURITIES> 0
<RECEIVABLES> 0<F1>
<ALLOWANCES> 0<F1>
<INVENTORY> 0
<CURRENT-ASSETS> 0<F2>
<PP&E> 363,084
<DEPRECIATION> 75,961
<TOTAL-ASSETS> 419,011
<CURRENT-LIABILITIES> 0<F2>
<BONDS> 209,084
0
0
<COMMON> 242,615
<OTHER-SE> (58,822)<F3>
<TOTAL-LIABILITY-AND-EQUITY> 419,011
<SALES> 0
<TOTAL-REVENUES> 14,590
<CGS> 0
<TOTAL-COSTS> 3,377<F4>
<OTHER-EXPENSES> 3,605<F5>
<LOSS-PROVISION> 0
<INTEREST-EXPENSE> 3,802
<INCOME-PRETAX> 7,661
<INCOME-TAX> 0
<INCOME-CONTINUING> 7,661
<DISCONTINUED> 0
<EXTRAORDINARY> 0
<CHANGES> 0
<NET-INCOME> 7,661
<EPS-BASIC> 0.44
<EPS-DILUTED> 0.43
<FN>
<F1>Amount insignificant.
<F2>Balance Sheet is not classified.
<F3>Amount represents accumulated dividends in excess of net income.
<F4>Amount comprised of Property Operating Cost (1,876) and Other Operating
Expenses (1,501).
<F5>Amount comprised of Depreciation Expense (2,649) and General and
Administrative Expenses (956).
</FN>
</TABLE>
