Weingarten Realty Reports First Quarter Results

HOUSTON--(BUSINESS WIRE)--Weingarten Realty (NYSE: WRI) announced today the results of its operations for the quarter ended March 31, 2021. The supplemental financial package with additional information can be found on the Company's website under the Investor Relations tab.

First Quarter Financial Highlights

• Net income attributable to common shareholders (“Net Income”) for the first quarter was $0.22 per diluted share (hereinafter “per share”) compared to $0.41 per share in the first quarter of 2020 and $0.18 per share in the fourth quarter of 2020;

• Core Funds From Operations Attributable to Common Shareholders ("Core FFO") for the quarter was $0.48 per share compared to $0.44 per share in the first quarter of 2020 and $0.43 per share in the fourth quarter of 2020;

• Cash collections of rent and billable expenses were 95% of the total billed for the first quarter;

• Dispositions in the quarter were $55.8 million; and,

• Subsequent to the end of the quarter, the Company signed a definitive merger agreement with Kimco Realty Corporation (“Kimco”) to create the premier open-air shopping center and mixed-use real estate company with 559 properties primarily concentrated in the top major metropolitan markets in the United States. The merger is expected to close in the second half of 2021, subject to customary closing conditions, including the approval of both Kimco’s and the Company’s shareholders.

Financial Results

The Company reported Net Income of $28.0 million or $0.22 per share for the first quarter of 2021, as compared to $52.6 million or $0.41 per share for the same period in 2020. Revenue increased $0.09 per share due to a reduction in COVID related reserves and the initial write-offs of receivables for cash basis tenants. This increase was offset by a reduction in revenues from the existing portfolio due to abatements and tenant fallouts. Also contributing to the reduction of net income was lower revenue and lower gains on sales from the Company’s disposition program and a decrease in capitalized interest as new development projects approach completion.

The increase in net income when compared to the prior quarter was due primarily to a reduction in COVID related reserves and the initial write-offs of receivables for cash basis tenants of $0.06 per share recorded in the fourth quarter of 2020. The quarter also benefited from the full quarter effect of 2020 acquisitions. Offsetting these increases was lower revenue and lower gains on sales from the Company’s disposition program.

Additionally, the Company experienced increased cash collections from a number of sources that impacted revenues for the quarter, much of which will likely not recur in future quarters, including the following:

• Collections of approximately $1.3 million of recently billed amounts for year-end reconciliations of Taxes, Common Area Maintenance and Insurance from cash basis tenants which was recognized as revenue in the quarter. As this represents over 70% of the amounts billed to these tenants for year-end reconciliations, future quarters will not include comparable revenue;

• Collections of receivables for cash basis tenants that relate to prior quarters of $0.9 million;

• Percentage rental year-end true-ups and lease termination income totaled approximately $1.2 million for the current quarter, more than half of which will likely not recur next quarter; and,

• Recoveries of balances previously written off related to terminated tenants totaling $1.2 million collected during the quarter that may not be recurring in the same magnitude in future quarters.

Accordingly, revenue recognized in this quarter that will likely not recur going forward is expected to be between $0.02 and $0.04 per share.

Funds From Operations attributable to common shareholders in accordance with the National Association of Real Estate Investment Trusts definition (“NAREIT FFO”) was $61.7 million or $0.48 per share for the first quarter of 2021 compared to $56.9 million or $0.44 per share for the first quarter of 2020. Core FFO for the quarter was the same as NAREIT FFO on a per share basis for both years.

A reconciliation of Net Income to NAREIT FFO and Core FFO is included herein.

Operating Results

For the period ending March 31, 2021, the Company’s operating highlights were as follows:

	Q1 2021
Occupancy (Signed Basis):
Occupancy - Total		93.0	%
Occupancy - Small Shop Spaces		88.8	%
Occupancy - Same Property Portfolio		93.1	%
Same Property Net Operating Income, with redevelopments		(0.6)	%
Rental Rate Growth - Total:		4.7	%
New Leases		9.1	%
Renewals		3.6	%
Leasing Transactions:
Number of New Leases		78
New Leases - Annualized Revenue (in millions)	$	5.8
Number of Renewals		113
Renewals - Annualized Revenue (in millions)	$	13.9

A reconciliation of Net Income to SPNOI is included herein.

Dividends

The Board of Trust Managers declared a quarterly cash dividend of $0.23 per common share payable on June 15, 2021 to shareholders of record on June 10, 2021.

2021 Guidance

In light of the Company’s proposed merger with Kimco announced on April 15, 2021, the Company will no longer provide guidance nor is it affirming past guidance.

About Weingarten Realty Investors

Weingarten Realty Investors (NYSE: WRI) is a shopping center owner, manager and developer. At March 31, 2021, the Company owned or operated under long-term leases, either directly or through its interest in real estate joint ventures or partnerships, a total of 156 properties which are located in 15 states spanning the country from coast to coast. These properties represent approximately 29.8 million square feet of which our interests in these properties aggregated approximately 20.4 million square feet of leasable area. To learn more about the Company, please visit www.weingarten.com.

Forward-Looking Statements

Statements included herein that state the Company’s or Management’s intentions, hopes, beliefs, expectations or predictions of the future are “forward-looking” statements within the meaning of the Private Securities Litigation Reform Act of 1995 which by their nature, involve known and unknown risks and uncertainties. The Company’s actual results, performance or achievements could differ materially from those expressed or implied by such statements. These risks and uncertainties include those related to the COVID-19 pandemic, about which there are still many unknowns, including the duration of the pandemic and the extent of its impact, risks associated with the anticipated merger with Kimco, including the Company’s and Kimco’s ability to consummate the merger on the proposed terms or on the anticipated timeline, or at all, including risks and uncertainties related to securing the necessary shareholder approvals and satisfaction of other closing conditions to consummate the merger and the occurrence of any event, change or other circumstance that could give rise to the termination of the definitive transaction agreement relating to the proposed merger, as well as those other items discussed in the Company’s regulatory filings with the Securities and Exchange Commission (‘SEC”), which include other information or factors that may impact the Company’s performance.

Projections involve numerous assumptions such as rental income (including assumptions on percentage rent), interest rates, tenant defaults, occupancy rates, volume and pricing of properties held for disposition, volume and pricing of acquisitions, expenses (including salaries and employee costs), insurance costs and numerous other factors. Not all of these factors are determinable at this time and actual results may vary from the projected results, and may be above or below the ranges indicated. The above ranges represents management’s estimate of results based upon these assumptions as of the date of this press release. Accordingly, there is no assurance that our projections will be realized.

Important Additional Information and Where to Find It

In connection with the proposed merger, Kimco will file with the SEC a registration statement on Form S-4 to register the shares of Kimco common stock to be issued in connection with the merger. The registration statement will include a joint proxy statement/prospectus which will be sent to the common stockholders of Kimco and the shareholders of the Company seeking their approval of their respective transaction-related proposals. INVESTORS AND SECURITY HOLDERS ARE URGED TO READ THE REGISTRATION STATEMENT ON FORM S-4 AND THE RELATED JOINT PROXY STATEMENT/PROSPECTUS, AS WELL AS ANY AMENDMENTS OR SUPPLEMENTS TO THOSE DOCUMENTS AND ANY OTHER RELEVANT DOCUMENTS TO BE FILED WITH THE SEC IN CONNECTION WITH THE PROPOSED MERGER, WHEN THEY BECOME AVAILABLE, BECAUSE THEY WILL CONTAIN IMPORTANT INFORMATION ABOUT KIMCO, THE COMPANY AND THE PROPOSED TRANSACTION.

Investors and security holders may obtain copies of these documents free of charge through the website maintained by the SEC at www.sec.gov or from Kimco at its website, www.kimcorealty.com, or from Weingarten at its website, www.weingarten.com. Documents filed with the SEC by Kimco will be available free of charge by accessing Kimco’s website at www.kimcorealty.com under the heading Investors or, alternatively, by directing a request to Kimco at [e-mail] or 500 North Broadway, Suite 201, Jericho, N.Y. 11753, telephone: [phone], and documents filed with the SEC by Weingarten will be available free of charge by accessing Weingarten’s’ website at www.weingarten.com under the heading Investors or, alternatively, by directing a request to Weingarten at [e-mail] or 2600 Citadel Plaza Drive, Suite 125, Houston, TX 77008, telephone: [phone].

Participants in the Solicitation

Kimco and Weingarten and certain of their respective directors, trust managers and executive officers and other members of management and employees may be deemed to be participants in the solicitation of proxies from the common stockholders of Kimco and the shareholders of Weingarten in respect of the proposed transaction under the rules of the SEC. Information about Kimco’s directors and executive officers is available in Kimco’s proxy statement dated March 17, 2021 for its 2021 Annual Meeting of Stockholders. Information about Weingarten’s trust managers and executive officers is available in Weingarten’s proxy statement dated March 15, 2021 for its 2021 Annual Meeting of Shareholders. Other information regarding the participants in the proxy solicitation and a description of their direct and indirect interests, by security holdings or otherwise, will be contained in the joint proxy statement/prospectus and other relevant materials to be filed with the SEC regarding the merger when they become available. Investors should read the joint proxy statement/prospectus carefully when it becomes available before making any voting or investment decisions. You may obtain free copies of these documents from Kimco or Weingarten using the sources indicated above.

No Offer or Solicitation

This communication shall not constitute an offer to sell or the solicitation of an offer to buy any securities, nor shall there be any sale of securities in any jurisdiction in which such offer, solicitation or sale would be unlawful prior to registration or qualification under the securities laws of any such jurisdiction. No offering of securities shall be made except by means of a prospectus meeting the requirements of Section 10 of the Securities Act.

Weingarten Realty Investors (in thousands, except per share amounts) Financial Statements
	Three Months Ended
	March 31,
	2021			2020
CONDENSED CONSOLIDATED STATEMENTS OF INCOME	(Unaudited)
Revenues:
Rentals, net	$	118,321		$	108,050
Other		3,050			3,302
Total Revenues		121,371			111,352
Operating Expenses:
Depreciation and amortization		38,556			36,656
Operating		23,287			23,160
Real estate taxes, net		16,735			15,008
Impairment loss		325			44
General and administrative		10,604			2,307
Total Operating Expenses		89,507			77,175
Other Income (Expense):
Interest expense, net		(16,619	)		(14,602	)
Interest and other income (expense), net		1,654			(5,828	)
Gain on sale of property		9,131			13,576
Total Other Expense		(5,834	)		(6,854	)
Income Before Income Taxes and Equity in Earnings of Real Estate Joint Ventures and Partnerships		26,030			27,323
Provision for Income Taxes		(238	)		(172	)
Equity in Earnings of Real Estate Joint Ventures and Partnerships, net		4,087			27,097
Net Income		29,879			54,248
Less: Net Income Attributable to Noncontrolling Interests		(1,842	)		(1,626	)
Net Income Attributable to Common Shareholders -- Basic	$	28,037		$	52,622
Net Income Attributable to Common Shareholders -- Diluted	$	28,037		$	53,150
Earnings Per Common Share -- Basic	$	0.22		$	0.41
Earnings Per Common Share -- Diluted	$	0.22		$	0.41

Weingarten Realty Investors (in thousands) Financial Statements
	March 31,			December 31,
	2021			2020
	(Unaudited)			(Audited)
CONDENSED CONSOLIDATED BALANCE SHEETS
ASSETS
Property	$	4,188,362		$	4,246,334
Accumulated Depreciation		(1,166,357	)		(1,161,970	)
Investment in Real Estate Joint Ventures and Partnerships, net		366,944			369,038
Unamortized Lease Costs, net		167,348			174,152
Accrued Rent, Accrued Contract Receivables and Accounts Receivable, net		67,697			81,016
Cash and Cash Equivalents		52,078			35,418
Restricted Deposits and Escrows		12,427			12,338
Other, net		204,036			205,074
Total Assets	$	3,892,535		$	3,961,400
LIABILITIES AND EQUITY
Debt, net	$	1,797,237		$	1,838,419
Accounts Payable and Accrued Expenses		83,580			104,990
Other, net		216,297			217,489
Total Liabilities		2,097,114			2,160,898
Commitments and Contingencies		—			—
EQUITY
Common Shares of Beneficial Interest		3,876			3,866
Additional Paid-In Capital		1,761,831			1,755,770
Net Income Less Than Accumulated Dividends		(139,064	)		(128,813	)
Accumulated Other Comprehensive Loss		(12,008	)		(12,050	)
Shareholders' Equity		1,614,635			1,618,773
Noncontrolling Interests		180,786			181,729
Total Liabilities and Equity	$	3,892,535		$	3,961,400

Non-GAAP Financial Measures

Certain aspects of our key performance indicators are considered non-GAAP financial measures. Management uses these measures along with our Generally Accepted Accounting Principles ("GAAP") financial statements in order to evaluate our operating results. Management believes these additional measures provide users of our financial information additional comparable indicators of our industry, as well as, our performance.

Funds from Operations Attributable to Common Shareholders

The National Association of Real Estate Investment Trusts ("NAREIT") defines NAREIT FFO as net income (loss) attributable to common shareholders computed in accordance with GAAP, excluding gains or losses from sales of certain real estate assets (including: depreciable real estate with land, land, development property and securities), changes in control of real estate equity investments, and interests in real estate equity investments and their applicable taxes, plus depreciation and amortization related to real estate and impairment of certain real estate assets and in substance real estate equity investments, including our share of unconsolidated real estate joint ventures and partnerships. The Company calculates NAREIT FFO in a manner consistent with the NAREIT definition.

Management believes NAREIT FFO is a widely recognized measure of REIT operating performance, which provides our shareholders with a relevant basis for comparison among other REITs. Management uses NAREIT FFO as a supplemental internal measure to conduct and evaluate our business because there are certain limitations associated with using GAAP net income by itself as the primary measure of our operating performance. Historical cost accounting for real estate assets in accordance with GAAP implicitly assumes that the value of real estate assets diminishes predictably over time. Since real estate values instead have historically risen or fallen with market conditions, management believes that the presentation of operating results for real estate companies that uses historical cost accounting is insufficient by itself. There can be no assurance that NAREIT FFO presented by the Company is comparable to similarly titled measures of other REITs.

The Company also presents Core FFO as an additional supplemental measure as it is more reflective of the core operating performance of our portfolio of properties. Core FFO is defined as NAREIT FFO excluding charges and gains related to non-cash, non-operating assets and other transactions or events that hinder the comparability of operating results. Specific examples of items excluded from Core FFO include, but are not limited to, gains or losses associated with the extinguishment of debt or other liabilities and transactional costs associated with unsuccessful development activities.

NAREIT FFO and Core FFO should not be considered as alternatives to net income or other measurements under GAAP as indicators of operating performance or to cash flows from operating, investing or financing activities as measures of liquidity. NAREIT FFO and Core FFO do not reflect working capital changes, cash expenditures for capital improvements or principal payments on indebtedness.

NAREIT FFO and Core FFO is calculated as follows (in thousands):

	Three Months Ended
	March 31,
	2021			2020
	(Unaudited)
Net income attributable to common shareholders	$	28,037		$	52,622
Depreciation and amortization of real estate		38,415			36,475
Depreciation and amortization of real estate of unconsolidated real estate joint ventures and partnerships		4,161			3,797
Impairment of properties and real estate equity investments		325			44
(Gain) on sale of property, investment securities and interests in real estate equity investments		(9,097	)		(13,574	)
(Gain) on dispositions of unconsolidated real estate joint ventures and partnerships		(24	)		(22,372	)
Provision for income taxes ^(1)		20			—
Noncontrolling interests and other ^(2)		(556	)		(575	)
NAREIT FFO – basic		61,281			56,417
Income attributable to operating partnership units		401			528
NAREIT FFO – diluted		61,682			56,945
Adjustments for Core FFO:
Contract terminations		—			340
Core FFO – diluted	$	61,682		$	57,285
FFO weighted average shares outstanding – basic		126,518			127,862
Effect of dilutive securities:
Share options and awards		1,153			943
Operating partnership units		1,429			1,432
FFO weighted average shares outstanding – diluted		129,100			130,237
NAREIT FFO per common share – basic	$	0.48		$	0.44
NAREIT FFO per common share – diluted	$	0.48		$	0.44
Core FFO per common share – diluted	$	0.48		$	0.44

______________________________
(1)	The applicable taxes related to gains and impairments of operating and non-operating real estate assets.
(2)	Related to gains, impairments and depreciation on operating properties and unconsolidated real estate joint ventures, where applicable.

Same Property Net Operating Income

Management considers SPNOI an important additional financial measure because it reflects only those income and expense items that are incurred at the property level and when compared across periods, reflects the impact on operations from trends in occupancy rates, rental rates and operating costs. The Company calculates this most useful measurement by determining its proportional share of SPNOI from all owned properties, including the Company’s share of SPNOI from unconsolidated joint ventures and partnerships, which cannot be readily determined under GAAP measurements and presentation. Although SPNOI (see page 1 of the supplemental disclosure regarding this presentation and limitations thereof) is a widely used measure among REITs, there can be no assurance that SPNOI presented by the Company is comparable to similarly titled measures of other REITs. Additionally, the Company does not control these unconsolidated joint ventures and partnerships, and the assets, liabilities, revenues or expenses of these joint ventures and partnerships, as presented, do not represent its legal claim to such items.

Properties are included in the SPNOI calculation if they are owned and operated for the entirety of the most recent two fiscal year periods, except for properties for which significant redevelopment or expansion occurred during either of the periods presented, and properties that have been sold. While there is judgment surrounding changes in designations, management moves new development and redevelopment properties once they have stabilized, which is typically upon attainment of 90% occupancy. A rollforward of the properties included in the Company’s same property designation is as follows:

	Three Months Ended
	March 31, 2021
Beginning of the period	142
Properties added:
Acquisitions	6
Properties removed:
Dispositions	(3	)
End of the period	145

The Company calculates SPNOI using net income attributable to common shareholders excluding net income attributable to noncontrolling interests, other income (expense), income taxes and equity in earnings of real estate joint ventures and partnerships. Additionally to reconcile to SPNOI, the Company excludes the effects of property management fees, certain non-cash revenues and expenses such as straight-line rental revenue and the related reversal of such amounts upon early lease termination, depreciation and amortization, impairment losses, general and administrative expenses and other items such as lease cancellation income, environmental abatement costs, demolition expenses and lease termination fees. Consistent with the capital treatment of such costs under GAAP, tenant improvements, leasing commissions and other direct leasing costs are excluded from SPNOI. A reconciliation of net income attributable to common shareholders to SPNOI is as follows (in thousands):

	Three Months Ended
	March 31,
	2021			2020
	(Unaudited)
Net income attributable to common shareholders	$	28,037		$	52,622
Add:
Net income attributable to noncontrolling interests		1,842			1,626
Provision for income taxes		238			172
Interest expense, net		16,619			14,602
Property management fees		1,181			1,078
Depreciation and amortization		38,556			36,656
Impairment loss		325			44
General and administrative		10,604			2,307
Other ^(1)		51			88
Less:
Gain on sale of property		(9,131	)		(13,576	)
Equity in earnings of real estate joint ventures and partnership interests, net		(4,087	)		(27,097	)
Interest and other (income) expense, net		(1,654	)		5,828
Other ^(2)		(5,343	)		3,125
Adjusted income		77,238			77,475
Less: Adjusted income related to consolidated entities not defined as same property and noncontrolling interests		(6,294	)		(6,081	)
Add: Pro rata share of unconsolidated entities defined as same property		6,386			6,411
Same Property Net Operating Income	$	77,330		$	77,805

______________________________
(1)	Other includes items such as environmental abatement costs, demolition expenses and lease termination fees.
(2)	Other consists primarily of straight-line rentals, lease cancellation income and fee income primarily from real estate joint ventures and partnerships.

Earnings Before Interest, Taxes, Depreciation and Amortization for Real Estate

NAREIT defines EBITDAre as net income computed in accordance with GAAP, plus interest expense, income tax expense (benefit), depreciation and amortization and impairment of depreciable real estate and in substance real estate equity investments; plus or minus gains or losses from sales of certain real estate assets and interests in real estate equity investments; and adjustments to reflect our share of unconsolidated real estate joint ventures and partnerships for these items. The Company calculates EBITDAre in a manner consistent with the NAREIT definition.

As mentioned above, NAREIT FFO is a widely recognized measure of REIT operating performance which provides our shareholders with a relevant basis for comparing earnings performance among other REITs based upon the unique capital structure of each REIT. However as a basis of comparability that is independent of a company's capital structure, management believes that since EBITDA is a widely known and understood measure of performance, EBITDAre will represent an additional supplemental non-GAAP performance measure that will provide investors with a relevant basis for comparing REITs. There can be no assurance that EBITDAre as presented by the Company is comparable to similarly titled measures of other REITs.

The Company also presents Core EBITDAre as an additional supplemental measure as it is more reflective of the core operating performance of our portfolio of properties. Core EBITDAre is defined as NAREIT EBITDAre excluding charges and gains related to non-cash and non-operating transactions and other events that hinder the comparability of operating results. Specific examples of items excluded from Core EBITDAre include, but are not limited to, gains or losses associated with the extinguishment of debt or other liabilities, and transactional costs associated with unsuccessful development activities. EBITDAre and Core EBITDAre should not be considered as alternatives to net income or other measurements under GAAP as indicators of operating performance or to cash flows from operating, investing or financing activities as measures of liquidity. EBITDAre and Core EBITDAre do not reflect working capital changes, cash expenditures for capital improvements or principal payments on indebtedness.

EBITDAre and Core EBITDAre is calculated as follows (in thousands):

	Three Months Ended
	March 31,
	2021			2020
Earnings Before Interest, Taxes, Depreciation and Amortization for Real Estate (EBITDAre):
Net income	$	29,879		$	54,248
Interest expense, net		16,619			14,602
Provision for income taxes		238			172
Depreciation and amortization of real estate		38,556			36,656
Impairment loss on operating properties and real estate equity investments		325			44
Gain on sale of property and investment securities ^(1)		(9,133	)		(13,574	)
EBITDAre adjustments of unconsolidated real estate joint ventures and partnerships, net^(2)		4,635			(17,637	)
Total EBITDAre		81,119			74,511
Adjustments for Core EBITDAre:
Contract terminations		—			340
Total Core EBITDAre	$	81,119		$	74,851

______________________________
(1)	Includes a $.1 million gain on sale of non-operating assets for the three months ended March 31, 2021.
(2)	Includes a $22.4 million gain on sale of property for the three months ended March 31, 2020.