<PAGE>
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 10-Q
QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d)
OF THE SECURITIES EXCHANGE ACT OF 1934
For the Quarter ended June 30, 1995 Commission File No. 0-2809
WESTERN INVESTMENT REAL ESTATE 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.)
3450 California Street, San Francisco, CA 94118
------------------------------------------ ---------------------------------
(Address of principal executive offices) (Zip Code)
Registrant's telephone number,
including area code (415) 929-0211
---------------------------------
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 end of the period covered by this report.
Shares of Beneficial Interest, No Par Value - 16,945,151
<PAGE>
WESTERN INVESTMENT REAL ESTATE TRUST
INDEX TO 10-Q
PART I. FINANCIAL INFORMATION Page
----
Item 1. Financial Statements
Balance Sheets - June 30, 1995 and December 31, 1994 (unaudited) 3
Statements of Income - Three and six months ended June 30, 1995
and 1994 (unaudited) 4
Statements of Shareholders' Equity - Six months ended June 30,
1995 and year ended December 31, 1994 (unaudited) 5
Statements of Cash Flows - Six months ended June 30, 1995 and
1994 (unaudited) 6
Notes to Financial Statements (unaudited) 7-9
Item 2. Management's Discussion and Analysis of Financial
Condition and Results of Operations 10-12
PART II. OTHER INFORMATION 13-14
SIGNATURE 14
2
<PAGE>
PART I. FINANCIAL INFORMATION
Item 1. Financial Statements
WESTERN INVESTMENT REAL ESTATE TRUST
Balance Sheets
(Unaudited)
<TABLE>
<CAPTION>
ASSETS June 30, December 31,
1995 1994
--------------------------
(In thousands)
<S> <C> <C>
Real estate investments:
Real estate owned . . . . . . . . . . . . . . . . . $393,672 $389,094
Less accumulated depreciation and amortization. . . (55,955) (50,802)
-------- --------
Net real estate investments. . . . . . . . . . 337,717 338,292
Cash and cash equivalents. . . . . . . . . . . . . . . . 562 648
Deferred long-term debt issuance costs, net. . . . . . . 2,612 2,794
Accounts receivable and other assets . . . . . . . . . . 5,187 5,438
-------- --------
$346,078 $347,172
-------- --------
-------- --------
LIABILITIES AND SHAREHOLDERS' EQUITY
Bank line of credit. . . . . . . . . . . . . . . . . . . 27,000 23,645
Convertible debentures . . . . . . . . . . . . . . . . . 63,614 65,731
Senior notes, net. . . . . . . . . . . . . . . . . . . . 49,875 49,868
Real estate loan payable . . . . . . . . . . . . . . . . 1,329 1,362
-------- --------
141,818 140,606
Interest payable . . . . . . . . . . . . . . . . . . . . 1,477 1,497
Prepaid rents and security deposits. . . . . . . . . . . 1,317 1,272
Other liabilities. . . . . . . . . . . . . . . . . . . . 1,191 1,113
-------- --------
Total liabilities . . . . . . . . . . . . . . . . . 145,803 144,488
-------- --------
Shareholders' equity:
Shares of beneficial interest, no par value,
unlimited share authorization.
Issued and outstanding:
June 30, 1995 - 16,945,151 shares;
December 31, 1994 - 16,734,532 shares. . . . . 239,723 237,341
Accumulated dividends in excess of net income . . . (39,448) (34,657)
-------- --------
Commitments and contingencies (note E)
Total shareholders' equity. . . . . . . . . . . . . 200,275 202,684
-------- --------
$346,078 $347,172
-------- --------
-------- --------
</TABLE>
SEE ACCOMPANYING NOTES TO FINANCIAL STATEMENTS.
3
<PAGE>
WESTERN INVESTMENT REAL ESTATE TRUST
Statements of Income
(Unaudited)
<TABLE>
<CAPTION>
Three Months Ended Six Months Ended
June 30, June 30,
-------- --------
1995 1994 1995 1994
--------------------------------------------------------
(In thousands, except share and per share data)
<S> <C> <C> <C> <C>
REVENUES:
Minimum rents . . . . . . . . . . . . . . . . . . $ 9,396 $ 8,051 $ 18,376 $ 16,115
Percentage rents. . . . . . . . . . . . . . . . . 128 114 266 270
Recoveries from tenants . . . . . . . . . . . . . 1,973 1,572 3,156 2,391
Other income. . . . . . . . . . . . . . . . . . . 92 1,146 281 1,613
----------- ----------- ----------- -----------
Total revenues . . . . . . . . . . . . . . . . . . . . 11,589 10,883 22,079 20,389
----------- ----------- ----------- -----------
EXPENSES:
Interest. . . . . . . . . . . . . . . . . . . . . 2,924 2,455 5,823 4,528
Property operating costs. . . . . . . . . . . . . 2,336 1,856 3,947 3,138
Depreciation and amortization . . . . . . . . . . 2,715 2,337 5,396 4,608
Other operating expenses. . . . . . . . . . . . . 711 672 1,417 1,368
General and administrative. . . . . . . . . . . . 473 412 905 817
----------- ----------- ----------- -----------
Total expenses . . . . . . . . . . . . . . . . . . . . 9,159 7,732 17,488 14,459
----------- ----------- ----------- -----------
Income from operations. . . . . . . . . . . . . . 2,430 3,151 4,591 5,930
----------- ----------- ----------- -----------
Gains on sales of real estate investments. . . . . . . -- 1,749 -- 5,378
----------- ----------- ----------- -----------
Net income. . . . . . . . . . . . . . . . . . . . $ 2,430 $ 4,900 $ 4,591 $ 11,308
----------- ----------- ----------- -----------
----------- ----------- ----------- -----------
Per share data:
Income from operations. . . . . . . . . . . . . . $ 0.145 $ 0.189 $ 0.274 $ 0.356
----------- ----------- ----------- -----------
Gains on sales of real estate investments . . . . $ -- $ 0.105 $ -- $ 0.323
----------- ----------- ----------- -----------
Net income. . . . . . . . . . . . . . . . . . . . $ 0.145 $ 0.294 $ 0.274 $ 0.679
----------- ----------- ----------- -----------
----------- ----------- ----------- -----------
Cash dividends paid . . . . . . . . . . . . . . . $ 0.28 $ 0.28 $ 0.56 $ 0.56
----------- ----------- ----------- -----------
----------- ----------- ----------- -----------
Weighted average number of shares outstanding. . . . . 16,771,742 16,667,946 16,757,419 16,657,029
----------- ----------- ----------- -----------
----------- ----------- ----------- -----------
</TABLE>
SEE ACCOMPANYING NOTES TO FINANCIAL STATEMENTS
4
<PAGE>
WESTERN INVESTMENT REAL ESTATE TRUST
Statements of Shareholders' Equity
Six Months Ended June 30, 1995 and
Year Ended December 31, 1994
(Unaudited)
(In thousands, except share data)
<TABLE>
<CAPTION>
Accumulated
Shares of Dividends Total
Beneficial Interest in Excess Share-
------------------- of Net holders'
Number Amount Income Equity
---------------------------------------------------------
<S> <C> <C> <C> <C>
Balance, January 1, 1994 . . . . . . . . . . . . . . . 16,645,791 $236,178 $(31,240) $204,938
Net proceeds from issuance of shares . . . . . . . . . 63,740 834 -- 834
Debenture redemptions. . . . . . . . . . . . . . . . . 25,001 329 -- 329
Net income . . . . . . . . . . . . . . . . . . . . . . -- -- 15,266 15,266
Cash dividends paid. . . . . . . . . . . . . . . . . . -- -- (18,683) (18,683)
---------- -------- -------- --------
Balance, December 31, 1994 . . . . . . . . . . . . . . 16,734,532 237,341 (34,657) 202,684
Net proceeds from issuance of shares . . . . . . . . . 28,048 335 -- 335
Debenture redemptions. . . . . . . . . . . . . . . . . 182,571 2,047 -- 2,047
Net income . . . . . . . . . . . . . . . . . . . . . . -- -- 4,591 4,591
Cash dividends paid. . . . . . . . . . . . . . . . . . -- -- (9,382) (9,382)
---------- -------- -------- --------
BALANCE, JUNE 30, 1995 . . . . . . . . . . . . . . . . 16,945,151 $239,723 $(39,448) $200,275
---------- -------- -------- --------
</TABLE>
SEE ACCOMPANYING NOTES TO FINANCIAL STATEMENTS.
5
<PAGE>
WESTERN INVESTMENT REAL ESTATE TRUST
Statements of Cash Flows
(Unaudited)
<TABLE>
<CAPTION>
Six Months Ended
June 30,
1995 1994
------------------------
(In thousands)
<S> <C> <C>
CASH FLOWS FROM OPERATING ACTIVITIES:
Net income. . . . . . . . . . . . . . . . . . . . . . . $ 4,591 $ 11,308
Adjustments to reconcile net income to net cash
provided by operating activities: . . . . . . .
Depreciation and amortization 5,396 4,608
Amortization of deferred debt issuance costs . . . 198 113
Gains on sales of real estate investments. . . . . -- (5,378)
Decrease (increase) in accounts receivable
and other assets. . . . . . . . . . . . . . . . 570 (338)
Increase in deferred rent receivable . . . . . . . (493) (276)
(Decrease) increase in interest payable. . . . . . (20) 1,476
Increase (decrease) in prepaid rents, security
deposits and other liabilities. . . . . . . . . 123 (83)
-------- --------
Net cash provided by operating activities. . . . . 10,365 11,430
-------- --------
CASH FLOWS FROM INVESTING ACTIVITIES:
Proceeds from sales of real estate investments. . . . . -- 19,487
Acquisitions of real estate investments . . . . . . . . (3,357) (48,850)
Improvements of real estate investments . . . . . . . . (1,483) (1,292)
Recovery of investments in direct financing leases. . . 114 99
Proceeds from payoff of mortgage loan . . . . . . . . . - 2,809
-------- --------
Net cash used in investing activities. . . . . . . (4,726) (27,747)
-------- --------
CASH FLOWS FROM FINANCING ACTIVITIES:
Advances on bank line of credit . . . . . . . . . . . . 20,200 25,706
Principal payments on bank line of credit . . . . . . . (16,845) (49,444)
Principal payments on real estate loan payable. . . . . (33) (36)
Net proceeds from issuance of shares. . . . . . . . . . 335 442
Proceeds from senior notes offering . . . . . . . . . . -- 49,855
Senior notes issuance costs . . . . . . . . . . . . . . -- (509)
Cash dividends paid . . . . . . . . . . . . . . . . . . (9,382) (9,326)
-------- --------
Net cash (used in) provided by financing
activities . . . . . . . . . . . . . . . . . . (5,725) 16,688
-------- --------
Net (decrease) increase in cash and cash
equivalents . . . . . . . . . . . . . . . . . (86) 371
Cash and cash equivalents, at the beginning of the period. . $ 648 $ 328
-------- --------
-------- --------
Cash and cash equivalents, at the end of the period. . . . . $ 562 $ 699
-------- --------
-------- --------
SUPPLEMENTAL DISCLOSURE OF CASH FLOW INFORMATION:
Cash paid during the year for interest. . . . . . . . . $ 5,646 $ 2,885
-------- --------
-------- --------
</TABLE>
SEE ACCOMPANYING NOTES TO FINANCIAL STATEMENTS.
6
<PAGE>
WESTERN INVESTMENT REAL ESTATE TRUST
Notes to Financial Statements
June 30, 1995
(Unaudited)
Note A: BASIS OF PRESENTATION
The financial statements included in this report have been prepared 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. Amounts presented in this report for 1994 are taken
from the Trust's audited financial statements included in its 1994 annual report
on Form 10-K or its unaudited financial statements included in its June 30, 1994
Form 10-Q.
It is suggested that these financial statements be read in conjunction with the
audited financial statements and notes thereto included in the Trust's latest
annual report on Form 10-K. When necessary, reclassifications have been made to
prior period balances to conform to current period presentation.
Note B: PROPERTY ACQUISITION AND DISPOSITIONS
During June, 1995, the Trust acquired an undeveloped pad adjacent to its Plaza
580 Shopping Center for $403,000. The Trust has commenced the development
process of building 5,600 square feet of gross leasable area on the pad and is
engaged in negotiations with prospective tenants for the space.
During May, 1995, the Trust entered into an agreement to sell a 54,917 square
foot undeveloped portion of its Elko Phase II property for $165,000. The Trust
anticipates completing the sale during August, 1995. The sales proceeds are
planned to be used to acquire a property pursuant to a tax-deferred exchange.
During the quarter ended June 30, 1995, the Trust received $58,000 of guaranteed
lease payments relating to properties acquired in 1994. The Trust has treated
these payments as a reduction of the property basis.
At June 30, 1995, the Trust owned 62 income producing properties, totaling 4.8
million gross leasable square feet.
Overall occupancy for the Trust's 62 properties at June 30, 1995, was 93.1%, an
increase from the December 31, 1994 occupancy rate of 91.7% and from the June
30, 1994 occupancy rate of 91.1%. For the Trust's portfolio of fifty retail
properties at June 30, 1995, the occupancy rate was 92.9%. Occupancy for the
Trust's ten commercial properties was 93.1% at June 30, 1995. The Trust's two
industrial properties remained at 100% occupancy.
7
<PAGE>
Note C: CAPITAL EXPENDITURES
It is the Trust's practice to capitalize certain costs which exceed $4,000 and
are associated with improvement and rental of real estate investments.
Capitalized costs include third party leasing commissions, tenant improvements
and common area improvements. For the three months ended June 30, 1995, the
Trust capitalized $501,000 of such expenditures. This amount is comprised of
$72,000 of "build to suit" capital improvements; $15,000 of capitalized costs
incurred in connection with the leasing of previously unleased space; $368,000
of capitalized costs incurred in connection with previously leased space; and
$46,000 of capitalized costs which relate to improvements to common areas.
The Trust's in-house leasing department costs, including related legal and
accounting costs, are expensed as incurred.
Leasing commissions and tenant improvements capitalized during the three months
ended June 30, 1995, were comprised of the following:
<TABLE>
<CAPTION>
Property Type New Leases Renewed Leases
---------------------------------------------------------------------------------------
Aggregate Per square Aggregate Per square
Amount Foot Amount Foot
------ ---- ------ ----
<S> <C> <C> <C> <C> <C>
Shopping Leasing
Centers & Commissions $102,088 $1.67 $ -0- $ -0-
Retail Properties
Tenant
Improvements 148,989 2.44 -0- -0-
Commercial Leasing
Commissions 71,703 1.69 -0- -0-
Total Leasing
Commissions $173,791 $1.68 $ -0- $ -0-
Tenant
Improvements $148,989 $2.44 $ -0- $ -0-
</TABLE>
Note D: DEFERRED RENTAL RECEIVABLE
In compliance with FASB 13, the Trust has recognized deferred rental receivable
in the amounts of $319,000 and $138,000 for the quarter ended June 30, 1995 and
1994, respectively.
8
<PAGE>
Note E: CONVERTIBLE DEBENTURES
During the quarter ended June 30, 1995, $1,985,000 of the Trust's convertible
debentures were redeemed in accordance with the limited mandatory redemption
provisions of the convertible debentures. The Trust elected to exchange these
debentures for 172,077 shares of beneficial interest. Net of the convertible
debentures deferred issuance costs of $66,000, shareholders' equity increased by
$1,919,000 as a result of the redemptions.
Note F: DIVIDEND REINVESTMENT PLAN
In accordance with the Trust's Dividend Reinvestment Plan, the Trust received
$169,000 and issued 14,471 shares of beneficial interest during the quarter
ended June 30, 1995 and received $200,000 and issued 14,287 shares of beneficial
interest during the quarter ended June 30, 1994.
Note G: FUNDS FROM OPERATIONS
In 1991, the National Association of Real Estate Investment Trusts (NAREIT)
adopted a definition of Funds From Operations (FFO) in order to promote an
industry-wide standard measure of REIT operating performance. The 1991
definition is as follows: "FUNDS FROM OPERATIONS means net income (computed in
accordance with generally accepted accounting principles), excluding gains or
losses from debt restructuring and sales of property, plus depreciation and
amortization, and after adjustments for unconsolidated partnerships and joint
ventures. Adjustments for unconsolidated partnerships and joint ventures will be
calculated to reflect funds from operations on the same basis."
In accordance with the 1991 definition, Western calculates FFO for the three
months ended June 30, 1995 and 1994, respectively, as follows:
<TABLE>
<CAPTION>
Three months Three months
ended ended
June 30, 1995 June 30, 1994
------------- -------------
<S> <C> <C>
Net income $ 2,430 $ 4,900
Less: Gain on sale of real estate investment -- (1,749)
Plus: Real property depreciation 2,444 2,138
Amortization of tenant improvements costs 140 106
Amortization of leasing commissions costs 96 51
Personal property depreciation 35 42
Amortization of deferred debt issuance costs 98 64
--------- ---------
Funds From Operations $ 5,243 $ 5,552
---------- ----------
---------- ----------
</TABLE>
9
<PAGE>
Item 2. MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION
AND RESULTS OF OPERATIONS
LIQUIDITY AND CAPITAL RESOURCES
The Trust anticipates that cash flows provided by operations and other sources
available to the Trust will continue to provide adequate funds for all current
principal and interest payments as well as dividend payments in accordance with
REIT requirements. Cash on hand, borrowings under its existing bank line of
credit, as well as other debt and equity alternatives, are expected to provide
the necessary funds to achieve future growth. The Trust has only one loan
secured by one of its properties. Any incurrence of additional debt would be
subject to limitations imposed by the Indenture executed in connection with the
senior notes and the Trust's bank line of credit. Additionally, the Trust
jointly owns one property where the co-owner is obligated under a note that is
secured by the property.
As of June 30, 1995, the Trust had approximately $33 million available under its
$60 million bank line of credit. This facility, which has certain covenants
(including minimum shareholders' equity, maximum ratio of debt to net worth and
income coverage requirements), could be used to fund acquisitions and other cash
requirements. The bank line of credit's interest rate is either LIBOR plus 1.6%
or the participating banks' reference rate, at the Trust's election. This
facility expires May 31, 1996, at which time the Trust intends to renew it.
As of June 30, 1995, the Trust has entered into several new leases which call
for approximately $5.4 million in future costs associated with build to suit
leases, tenant improvements and leasing commissions. These expenditures will be
paid from operating cash flows and borrowings under the bank line of credit.
Two of these leases will expand the Trust's gross leasable area by 53,900 square
feet.
RESULTS OF OPERATIONS
COMPARISON OF QUARTER ENDED JUNE 30, 1995 AND 1994
Funds From Operations (1991 NAREIT definition) decreased $309,000, or 6%, to
$5,243,000 for the three months ended June 30, 1995, from $5,552,000 for the
comparable period in 1994. As described below, this decrease is primarily due
to reduced other income and increased interest expense offset, in part, by
increased rental revenue. The Trust, along with most industry analysts,
considers Funds From Operations to be an appropriate supplemental measure of the
operating performance of an equity REIT. Funds From Operations does not replace
net income as a measure of performance or net cash provided by operating
activities as a measure of liquidity.
Minimum rents increased $1,345,000, or 17%, to $9,396,000 for the three months
ended June 30, 1995, from $8,051,000 for the comparable period in 1994. This
increase primarily reflects increases achieved from the Trust's seven
acquisitions during 1995 and 1994, partially offset by the 1994 dispositions.
Recoveries from tenants increased $401,000, or 26%, to $1,973,000 for the
quarter ended June 30, 1995, from $1,572,000 for the comparable period in 1994.
This increase primarily results from the Trust's 1995 and 1994 acquisitions.
10
<PAGE>
Other income decreased $1,054,000 to $92,000 from $1,146,000. The contributing
factors to this decrease were (i) a $600,000 lease termination fee recorded in
the quarter ended June 30, 1994, in consideration for the early termination of a
lease in connection with the shopping center in Red Bluff, California and (ii)
investment income earned in 1994 from the senior notes proceeds prior to the use
of these proceeds for several 1994 acquisitions.
Interest expense increased $469,000 to $2,924,000 for the quarter ended June 30,
1995, from $2,455,000 for the comparable period in 1994. This 19% increase is
primarily due to the increase in the Trust's bank line of credit borrowings to
partially fund property acquisitions. For the quarter ended June 30, 1994, the
Trust had no outstanding balance on its bank line of credit for sixty-two (62)
days. For the three months ended June 30, 1995 and 1994, the daily weighted
average amount owing to the bank under the line of credit was $24.3 million and
$2.5 million, respectively. The weighted average interest rate during these
periods was 8.22% and 6.71%, respectively.
Property operating costs increased $480,000, or 26%, to $2,336,000 for the
quarter ended June 30, 1995, from $1,856,000 for the comparable period in 1994.
This increase primarily is due to the Trust's acquisitions in 1994 and 1995.
Depreciation and amortization expense increased $378,000 to $2,715,000 for the
three months ended June 30, 1995, from $2,337,000 for the three months ended
June 30, 1994. The increase results from an overall increase in the depreciable
basis of the Trust's portfolio of real estate investments due to the additions
made by the Trust since the beginning of 1994, net of dispositions.
Income from operations decreased $721,000, or 23% to $2,430,000 or $0.145 per
share, from $3,151,000 or $0.189 per share for the second quarter of 1994. The
major components of this decrease are decreased other income, increased interest
and depreciation expense offset, in part, by increased rental revenue.
COMPARISON OF SIX MONTHS ENDED JUNE 30, 1995 AND 1994
Funds From Operations (1991 NAREIT definition) decreased $466,000 to
$10,185,000. This is a 4% decrease from $10,651,000 earned in the comparable
period of 1994. As described below, this decrease is primarily due to reduced
other income and increased interest expense, partially offset by increased
minimum rents.
Minimum rents for the six months ended June 30, 1995, were $18.4 million, a $2.3
million increase from the same period in 1994. This 14% increase is generally
due to increases achieved from the Trust's seven acquisitions during 1995 and
1994, partially offset by the five dispositions in 1994.
Recoveries from tenants increased $765,000, or 32%, to $3.2 million for the six
months ended June 30, 1995, from $2.4 million for the comparable period in 1994.
This increase primarily results from the Trust's 1995 and 1994 acquisitions.
11
<PAGE>
Other income for the six months ended June 30, 1995, was $281,000, a $1.3
million decrease from the comparable period in 1994. The contributing factors
to this decrease were (i) a $600,000 lease termination fee recorded in 1994 (ii)
investment income earned in 1994 from the senior notes proceeds prior to the use
of these proceeds for several 1994 acquisitions and (iii) mortgage interest
income earned on a note retired during the second quarter of 1994.
Interest expense increased $1.3 million to $5.8 million for the six months ended
June 30, 1995. This 29% increase over the 1994 amount of $4.5 million for the
same period primarily results from increased borrowings on the Trust's bank line
of credit, and the senior note interest for a full six months in 1995 compared
to 4 1/2 months of 1994.
Property operating costs were $3.9 million during the six months ended June 30,
1995. This is a $809,000, or 26%, increase over the same period in 1994 of $3.1
million. As in the Trust's increase in Recoveries from tenants, this increase
results primarily from the Trust's recent acquisitions.
Depreciation and amortization expense increased $788,000 to $5.4 million for the
six months ended June 30, 1995, from $4.6 million for the six months ended June
30, 1994. The increase results from an overall increase in the depreciable
basis of the Trust's portfolio of real estate investments due to additions made
by the Trust since the beginning of 1994, net of dispositions..
Income from operations was $4.6 million, or $0.274 per share, for the six months
ended June 30, 1995, a $1.3 million decrease from the comparable 1994 figure of
$5.9 million, or $0.356 per share. The primary reasons for this decrease are
decreased other income, increased interest and depreciation expense, partially
offset by increased minimum rents.
12
<PAGE>
PART II. OTHER INFORMATION
ITEMS 1. THROUGH 3. None
ITEM 4. SUBMISSION OF MATTERS TO A VOTE OF SECURITY HOLDERS
At the regular Annual Meeting of Shareholders of Western Investment
Real Estate Trust, held on May 11, 1995, the following were submitted
to a vote of security holders:
(a) The election of the following trustees to serve for a term of
three years expiring at the conclusion of the 1998 annual meeting
of shareholders: John R. Beckett and Dennis D. Ryan.
John R. Beckett: APPROVED - 15,208,738 shares were voted in
favor and 253,896 shares abstained from voting.
Dennis D. Ryan: APPROVED - 15,139,249 shares were voted in favor
and 323,385 shares abstained from voting.
(b) Ratification of the appointment of KPMG Peat Marwick LLP,
independent certified public accountants, as the Trust's auditors
for the year ending December 31, 1995.
APPROVED - 15,278,641 shares were voted in favor, 43,721 shares
were voted against, and 140,272 shares abstained from voting.
ITEM 5. None.
ITEM 6. EXHIBITS AND REPORTS ON FORM 8-K.
(a) Exhibits
(numbered in accordance with Item 601 of Regulation S-K)
(3) Declaration of Trust, as amended (filed as Exhibit 3.1
to Registration Statement on Form S-3 No. 33-22893 and
incorporated herein by reference).
(4.1) Form of Indenture relating to the 8% Convertible
Debentures (filed as Exhibit 4.1 to Registration
Statement on Form S-3 No. 33-22893 and incorporated
herein by reference).
(4.2) 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).
13
<PAGE>
(4.3) Form of Senior Notes (filed as Exhibit 4.2 to
Registration Statement on Form S-3 No. 33-71270 and
incorporated herein by reference).
(10.1)* Trust's Nonqualified Stock Option Plan (filed as
Exhibit 4.2 to Registration Statement on Form S-8 No.
33-22893 and incorporated herein by reference).
(10.2)* Trust's Trustee Emeritus Plan (filed as an Exhibit to
Proxy Statement dated March 25, 1986 and incorporated
herein by reference).
(27) Financial Data Schedule
(b) Reports on Form 8-K.
None.
__________
* Management contract or compensatory plan or arrangement.
SIGNATURE
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 INVESTMENT REAL ESTATE TRUST
(Registrant)
By: /s/Dennis D. Ryan
------------------------------
Dennis D. Ryan
Executive Vice President,
Chief Financial Officer
and Trustee
Dated: August 7, 1995
14
<TABLE> <S> <C>
<PAGE>
<ARTICLE> 5
<LEGEND>
This schedule contains summary financial information extracted from the
Registrant's statements of income for the six months ended June 30, 1995
and Balance Sheet at June 30, 1995 and is qualified in its entirety by
reference to such financial statements.
</LEGEND>
<MULTIPLIER> 1,000
<S> <C>
<PERIOD-TYPE> 6-MOS
<FISCAL-YEAR-END> DEC-31-1995
<PERIOD-START> JAN-01-1995
<PERIOD-END> JUN-30-1995
<CASH> 562
<SECURITIES> 0
<RECEIVABLES> 0<F1>
<ALLOWANCES> 0<F1>
<INVENTORY> 0
<CURRENT-ASSETS> 0<F2>
<PP&E> 393672
<DEPRECIATION> 55955
<TOTAL-ASSETS> 346078
<CURRENT-LIABILITIES> 0<F2>
<BONDS> 141818
<COMMON> 239723
0
0
<OTHER-SE> (39448)<F3>
<TOTAL-LIABILITY-AND-EQUITY> 346078
<SALES> 0
<TOTAL-REVENUES> 22079
<CGS> 0
<TOTAL-COSTS> 5364<F4>
<OTHER-EXPENSES> 6301<F5>
<LOSS-PROVISION> 0
<INTEREST-EXPENSE> 5823
<INCOME-PRETAX> 4591
<INCOME-TAX> 0
<INCOME-CONTINUING> 4591
<DISCONTINUED> 0
<EXTRAORDINARY> 0
<CHANGES> 0
<NET-INCOME> 4591
<EPS-PRIMARY> 0.27
<EPS-DILUTED> 0.27<F6>
<FN>
<F1>Amounts insignificant
<F2>Balance sheet is not classified
<F3>Amount represents accumulated dividends in excess of net income.
<F4>Amount comprised of Property operating costs ($3,947) and Other Operating
expenses ($1,417)
<F5>Amount comprised of Depreciation expense ($5,396) and General and
Administrative expense ($905)
<F6>Exercise of the outstanding stock options would not have material dilutive
effect on earnings per share.
</FN>
</TABLE>
