<PAGE> 1
UNITED STATES SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D. C. 20549
FORM 10-Q
(Mark One)
(X) QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(D) OF THE
SECURITIES EXCHANGE ACT OF 1934
For the quarterly period ended September 30, 1994
------------------
OR
( ) TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE
SECURITIES EXCHANGE ACT OF 1934
For the transition period from _______________ to _______________
Commission file number 1-9876
------
WEINGARTEN REALTY INVESTORS
(Exact name of registrant as specified in its charter)
TEXAS 74-1464203
(State or other jurisdiction of (I.R.S. Employer
incorporation or organization) Identification No.)
2600 Citadel Plaza Drive, P. O. Box 924133, Houston, Texas 77292-4133
(Address of principal executive offices) (Zip Code)
Registrant's telephone number, including area code: (713) 866-6000
____________________________________________________
(Former name, former address and former fiscal year,
if changed since last report)
Indicate by check mark whether the registrant (1) has filed all reports
required to be filed by Section 13 or 15(d) of the Securities Exchange Act of
1934 during the preceding 12 months (or for such shorter period that the
registrant was required to file such reports), and (2) has been subject to such
filing requirements for the past 90 days. Yes X . No _________.
--------
APPLICABLE ONLY TO ISSUERS INVOLVED IN BANKRUPTCY
PROCEEDINGS DURING THE PRECEDING FIVE YEARS
Indicate by check mark whether the registrant has filed all documents and
reports required to be filed by Sections 12, 13 or 15(d) of the Securities
Exchange Act of 1934 subsequent to the distribution of securities under a plan
confirmed by a court. Yes ________. No ________.
APPLICABLE ONLY TO CORPORATE ISSUERS:
Indicate the number of shares outstanding of each of the issuer's classes
of common stock, as of the latest practicable date. As of September 30, 1994,
there were 26,365,799 common shares of beneficial interest of Weingarten Realty
Investors, $.03 par value, outstanding.
<PAGE> 2
PART 1
FINANCIAL INFORMATION
ITEM 1. CONSOLIDATED FINANCIAL STATEMENTS
WEINGARTEN REALTY INVESTORS
STATEMENTS OF CONSOLIDATED INCOME
(Unaudited)
(Amounts in thousands, except per share amounts)
<TABLE>
<CAPTION>
Three Months Ended Nine Months Ended
September 30, September 30,
---------------- ----------------
1994 1993 1994 1993
------- ------- ------- -------
<S> <C> <C> <C> <C>
REVENUES:
Rentals . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . $28,647 $24,273 $82,077 $69,274
Income from direct financing leases . . . . . . . . . . . . . . . . 381 450 1,142 1,349
Interest:
Securities and other . . . . . . . . . . . . . . . . . . . . . . . 810 821 2,463 1,492
Affiliate . . . . . . . . . . . . . . . . . . . . . . . . . . . . 430 528 1,333 1,589
Related joint ventures and partnerships . . . . . . . . . . . . . 198 218 664 776
Other . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 660 546 1,752 1,571
------- ------- ------- -------
Total . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 31,126 26,836 89,431 76,051
------- ------- ------- -------
EXPENSES:
Depreciation and amortization . . . . . . . . . . . . . . . . . . . 6,812 5,843 19,667 17,108
Operating . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 4,787 4,501 14,255 12,625
Ad valorem taxes . . . . . . . . . . . . . . . . . . . . . . . . . . 4,249 3,495 11,830 9,987
Interest . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 2,660 2,273 7,508 8,131
General and administrative . . . . . . . . . . . . . . . . . . . . . 745 1,254 3,221 3,701
------- ------- ------- -------
Total . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 19,253 17,366 56,481 51,552
------- ------- ------- -------
INCOME FROM OPERATIONS . . . . . . . . . . . . . . . . . . . . . . . . 11,873 9,470 32,950 24,499
GAIN (LOSS) ON SALES OF PROPERTY . . . . . . . . . . . . . . . . . . . (270) 1,164
------- ------- ------- -------
NET INCOME . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . $11,873 $ 9,470 $32,680 $25,663
======= ======= ======= =======
NET INCOME PER COMMON SHARE . . . . . . . . . . . . . . . . . . . . . . $ .45 $ .37 $ 1.25 $ 1.09
======= ======= ======= =======
CASH DIVIDENDS DECLARED PER COMMON SHARE . . . . . . . . . . . . . . . $ .57 $ .54 $ 1.71 $ 1.62
======= ======= ======= =======
WEIGHTED AVERAGE NUMBER OF COMMON SHARES
OUTSTANDING . . . . . . . . . . . . . . . . . . . . . . . . . . . . 26,347 25,263 26,130 23,618
======= ======= ======= =======
</TABLE>
See notes to consolidated financial statements.
-1-
<PAGE> 3
WEINGARTEN REALTY INVESTORS
CONSOLIDATED BALANCE SHEETS
(Amounts in thousands, except per share amounts)
<TABLE>
<CAPTION>
September 30, December 31,
1994 1993
------------- ------------
(Unaudited)
<S> <C> <C>
-ASSETS-
PROPERTY:
Land . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . $120,994 $110,704
Buildings and improvements . . . . . . . . . . . . . . . . . . . . 530,548 466,938
Projects under development (including land under development
of $50,562 in 1994 and $38,966 in 1993) . . . . . . . . . . . . 57,726 46,737
-------- --------
Total . . . . . . . . . . . . . . . . . . . . . . . . . . . 709,268 624,379
Less accumulated depreciation . . . . . . . . . . . . . . . . . . 185,451 168,405
-------- --------
Property - net . . . . . . . . . . . . . . . . . . . . 523,817 455,974
PROPERTY UNDER DIRECT FINANCING LEASES . . . . . . . . . . . . . . . . 9,996 10,435
INVESTMENT IN MORTGAGE BONDS AND NOTES
RECEIVABLE FROM AN AFFILIATE - Net of
deferred gain of $16,235 . . . . . . . . . . . . . . . . . . . . . 24,495 24,914
INVESTMENT IN AND NOTES RECEIVABLE FROM JOINT
VENTURES AND PARTNERSHIPS . . . . . . . . . . . . . . . . . . . . 22,544 19,632
INVESTMENT IN GOVERNMENT SECURITIES . . . . . . . . . . . . . . . . . . 50,316 51,405
ACCRUED RENT AND ACCOUNTS RECEIVABLE - Net of
allowance for doubtful accounts of $790 in 1994 and
$938 in 1993 . . . . . . . . . . . . . . . . . . . . . . . . . . . 11,685 13,880
UNAMORTIZED DEBT AND LEASE COSTS . . . . . . . . . . . . . . . . . . . 16,769 15,038
CASH AND CASH EQUIVALENTS . . . . . . . . . . . . . . . . . . . . . . . 2,757 3,226
OTHER . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 6,019 7,538
-------- --------
TOTAL . . . . . . . . . . . . . . . . . . . . . $668,398 $602,042
======== ========
-LIABILITIES AND SHAREHOLDERS' EQUITY-
PERMANENT AND INTERIM DEBT . . . . . . . . . . . . . . . . . . . . . . $210,449 $141,533
OBLIGATION UNDER CAPITAL LEASES . . . . . . . . . . . . . . . . . . . . 6,068 6,119
ACCOUNTS PAYABLE AND ACCRUED EXPENSES . . . . . . . . . . . . . . . . . 21,884 22,975
OTHER . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 2,951 4,328
-------- --------
Total . . . . . . . . . . . . . . . . . . . . . . . . . . . 241,352 174,955
-------- --------
SHAREHOLDERS' EQUITY:
Preferred shares of beneficial interest-par value, $0.03 per
share; shares authorized: 10,000; shares issued and
outstanding: none
Common shares of beneficial interest - par value, $0.03 per
share; shares authorized: 150,000; shares issued and
outstanding: 26,366 in 1994 and 25,972 in 1993 . . . . . . . . . 791 779
Capital surplus . . . . . . . . . . . . . . . . . . . . . . . . . 426,255 426,308
-------- --------
Shareholders' equity . . . . . . . . . . . . . . . . . . . . 427,046 427,087
-------- --------
TOTAL . . . . . . . . . . . . . . . . . . . . . $668,398 $602,042
======== ========
</TABLE>
See notes to consolidated financial statements.
-2-
<PAGE> 4
WEINGARTEN REALTY INVESTORS
STATEMENTS OF CONSOLIDATED CASH FLOWS
(Unaudited)
(Amounts in thousands)
<TABLE>
<CAPTION>
Nine Months Ended
September 30,
------------------------
1994 1993
--------- ---------
<S> <C> <C>
CASH FLOWS FROM OPERATING ACTIVITIES:
Net Income . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . $ 32,680 $ 25,663
Adjustments to reconcile net income to net
cash provided by operating activities:
Depreciation and amortization . . . . . . . . . . . . . . . . . 19,667 17,108
(Gain)/loss on sales of property and securities . . . . . . . . 270 (1,164)
Issuance of stock awards . . . . . . . . . . . . . . . . . . . . 411 592
Amortization of direct financing leases . . . . . . . . . . . . 439 614
Net effect of changes in operating accounts . . . . . . . . . . (1,287) (2,240)
Other, net . . . . . . . . . . . . . . . . . . . . . . . . . . . (25) 93
-------- ---------
NET CASH PROVIDED BY OPERATING ACTIVITIES . . . . . . . . . 52,155 40,666
-------- ---------
CASH FLOWS FROM INVESTING ACTIVITIES:
Property acquisitions and development . . . . . . . . . . . . . . . . . (59,890) (62,822)
Notes Receivable:
Advances . . . . . . . . . . . . . . . . . . . . . . . . . . . . . (5,352) (1,978)
Collections . . . . . . . . . . . . . . . . . . . . . . . . . . . 2,514 2,419
Purchase of government securities . . . . . . . . . . . . . . . . . . . (84,687)
Proceeds from sale of government securities . . . . . . . . . . . . . . 33,208
Proceeds from sale and disposition of property . . . . . . . . . . . . 1,202 1,029
Investment in equity ventures . . . . . . . . . . . . . . . . . . . . . (217) (959)
Other . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 1,864
-------- ---------
NET CASH USED IN INVESTING ACTIVITIES . . . . . . . . . . (59,879) (113,790)
-------- ---------
CASH FLOWS FROM FINANCING ACTIVITIES:
Proceeds from issuance of:
Debt . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 61,642 52,562
Common shares of beneficial interest . . . . . . . . . . . . . . . 116 113,158
Principal payments of debt and capital lease obligations . . . . . . . (5,958) (54,451)
Dividends paid . . . . . . . . . . . . . . . . . . . . . . . . . . . . (44,706) (38,320)
Debt costs incurred . . . . . . . . . . . . . . . . . . . . . . . . . . (3,839) (55)
-------- ---------
NET CASH PROVIDED BY FINANCING ACTIVITIES . . . . . . . . . 7,255 72,894
-------- ---------
NET DECREASE IN CASH AND CASH EQUIVALENTS . . . . . . . . . . . . . . . (469) (230)
CASH AND CASH EQUIVALENTS AT JANUARY 1 . . . . . . . . . . . . . . . . 3,226 1,152
-------- ---------
CASH AND CASH EQUIVALENTS AT SEPTEMBER 30 . . . . . . . . . . . . . . . $ 2,757 $ 922
======== =========
</TABLE>
See notes to consolidated financial statements.
-3-
<PAGE> 5
WEINGARTEN REALTY INVESTORS
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
(Unaudited)
(Amounts in thousands, except per share amounts)
1. INTERIM FINANCIAL STATEMENTS
The consolidated financial statements included in this report are
unaudited, except for the balance sheet as of December 31, 1993. In
the opinion of the Registrant, all adjustments necessary for a fair
presentation of such financial statements have been included. Such
adjustments consisted of normal recurring items. Interim results are
not necessarily indicative of results for a full year.
The consolidated financial statements and notes are presented as
permitted by Form 10-Q, and do not contain certain information
included in the Company's annual financial statements and notes.
2. DEBT
Total debt of the Company is summarized as follows:
<TABLE>
<CAPTION>
Balance Balance
September 30, December 31,
1994 1993
------------- ------------
<S> <C> <C>
Permanent Debt:
Permanent trust-deed and mortgage notes payable to 2014
at 6.0% to 10.5%, primarily with insurance companies . . . . . $ 53,156 $ 41,066
Revolving credit agreement, rate fixed at 8.1% through
interest rate swap agreements . . . . . . . . . . . . . . . . 40,000 40,000
Industrial revenue bonds to 2014 at 3.7% to 6.2% . . . . . . . . . 7,830 7,899
-------- --------
Total permanent debt . . . . . . . . . . . . . . . . . . . 100,986 88,965
-------- --------
Interim Debt:
Reverse repurchase agreements, due daily: variable interest
rate at 5.7% as of September 30, 1994, collateralized
by $50.3 million of investment in government securities . . . 46,221 51,826
Revolving credit agreements, variable interest rate at 6.3% as of
September 30, 1994 . . . . . . . . . . . . . . . . . . . . . . 61,800 350
Other . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 1,442 392
-------- --------
Total interim debt . . . . . . . . . . . . . . . . . . . . 109,463 52,568
-------- --------
Total permanent and interim debt . . . . . . . . . . . 210,449 141,533
-------- --------
Obligation under Capital Leases . . . . . . . . . . . . . . . . . . . 6,068 6,119
-------- --------
Total debt . . . . . . . . . . . . . . . . . . . . $216,517 $147,652
======== ========
</TABLE>
Permanent debt is generally payable over an initial period of ten
years or more and is collateralized by improved property. Interim
debt usually is payable over five years or less and provides funds
for construction and acquisition of property.
At September 30, 1994, property under direct financing leases and
other property with carrying values aggregating approximately
$398.1 million, together with current and future rentals from these
properties and leases, were pledged as collateral for certain of the
Company's debt.
-4-
<PAGE> 6
The Company has three interest rate swaps (outstanding since October
1992). The interest rate swaps have an aggregate notional amount of
$40 million, a fixed rate payable of 7.60% to 7.87% and a variable
rate receivable of 4.875% at September 30, 1994. The interest rate
swaps expire through 2004. The difference between the amount
received and paid on the interest rate swaps is recognized as a
portion of interest expense as incurred. The interest rate swaps
increased interest expense and decreased net income as follows:
$.3 million and $.5 million, respectively, for the three months ended
September 30, 1994 and 1993; and $1.2 million and $1.4 million,
respectively, for the nine months ended September 30, 1994 and 1993.
The interest rate swaps increased the average interest rate for the
Company's total debt as follows: 0.65% and 1.47%, respectively, for
the three months ended September 30, 1994 and 1993; and 1.06% and
1.29%, respectively, for the nine months ended September 30, 1994
and 1993.
During the periods ended December 31, 1993 and September 30, 1994,
the Company did not have any terminated swap agreements.
3. CARRYING CHARGES CAPITALIZED
During the periods shown, the following carrying charges were
capitalized:
<TABLE>
<CAPTION>
Three Nine
Months Ended Months Ended
September 30, September 30,
--------------- ----------------
1994 1993 1994 1993
------ ----- ------ ------
<S> <C> <C> <C> <C>
Interest . . . . . . . . . . . . . . . . . . . . . . . . . . . $598 $276 $1,028 $ 864
Ad valorem taxes . . . . . . . . . . . . . . . . . . . . . . . 177 113 253 208
---- ---- ------ ------
Total . . . . . . . . . . . . . . . . . . . . . $775 $389 $1,281 $1,072
==== ==== ====== ======
</TABLE>
4. CHANGES IN OPERATING ACCOUNTS
The effect of changes in the operating accounts on cash flows from
operating activities is as follows:
<TABLE>
<CAPTION>
Nine Months Ended
September 30,
---------------------
1994 1993
------- -------
<S> <C> <C>
Decrease (increase) in:
Accrued rent and accounts receivable . . . . . . . . . . . $ 497 $(1,816)
Other assets - primarily unamortized lease costs . . . . . 862 (2,858)
Increase (decrease) in:
Accounts payable and accrued expenses (excluding
amounts applicable to construction in progress) . . . (2,646) 2,434
------- -------
Net change in operating accounts . . . . $(1,287) $(2,240)
======= =======
</TABLE>
During 1994, 300,020 shares of beneficial interest were issued in
exchange for 11.6 acres of land. Also during 1994, these
acquisitions were financed through the assumption of $12.3 million
of permanent trust-deed debt. In 1993, $123.0 million in
convertible debentures were converted into 3.9 million common shares
of beneficial interest.
-5-
<PAGE> 7
PART 1
FINANCIAL INFORMATION
ITEM 2. MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND
RESULTS OF OPERATIONS.
FINANCING AND CAPITAL STRUCTURE
The Company acquired four additional income-producing properties consisting of
three shopping centers totaling approximately 425,000 square feet and a 295,000
square foot warehouse and distribution center (owned 75 percent through a joint
venture with an outside party) during the quarter ended September 30, 1994.
Three of the acquisitions were financed, in part, through the assumption of
$12.3 million of permanent trust-deed debt with interest rates ranging from
7.50% to 9.75%. The remainder of the purchase price of these acquisitions was
financed through the issuance of an additional $10.8 million of revolving
credit debt.
At September 30, 1994, the Company had total debt of $216.5 million of which
$99.2 million was permanent, fixed-rate debt (including $40.0 million fixed
through interest rate swap agreements and $6.1 million classified as obligation
under capital leases), $109.5 million was interim, floating-rate debt and $7.8
million was permanent, floating-rate debt in the form of industrial revenue
bonds. Nearly half of the floating-rate debt was in the form of reverse
repurchase agreements collaterized by the Company's investment in government
securities. For the quarter ended September 30, 1994, the Company's total debt
cost averaged 6.58%, as compared with 8.07% for the same period of the previous
year.
The Company is currently pursuing several alternatives for raising new capital
to finance the projected growth of its real estate portfolio. Among other
things, the Company is in the process of structuring and expanding the size of
its revolving credit facility and additionally is anticipating filing a shelf
registration with the Securities and Exchange Commission to allow it to raise
up to $125.0 million through the issuance of various forms of both debt
and/or preferred shares of beneficial interest.
LIQUIDITY
The Company anticipates that cash flow from operating activities will continue
to provide adequate capital for all principal payments as well as dividend
payments in accordance with REIT requirements, and that cash on hand,
borrowings under its existing credit facility, and the use of project financing
as well as other debt and equity alternatives will provide the necessary
capital to achieve growth. Cash flow from operating activities as reported in
the Statements of Consolidated Cash Flows increased to $52.2 million for the
first nine months of 1994, from $40.7 million for the same period of 1993,
primarily because of the acquisition and development of additional
income-producing properties during the past year.
At present, the Company has approximately $32.0 million available under its $80
million revolving credit facility and an additional $30 million available under
a long-term fixed rate loan with a major insurance company which allows, at the
Company's option, funding anytime prior to February 27, 1995. The Company also
has a substantial number of operating properties which are currently free of
debt or other restrictions, thereby providing a collateral base for possible
future borrowings. More importantly, the Company continues to benefit from its
debt-to-equity ratio as the result of its significant capital restructuring
during 1993, affording it a wide range of alternatives in the financial markets
to fund future capital needs.
RESULTS OF OPERATIONS
QUARTER ENDED SEPTEMBER 30, 1994
Net income increased to $11.9 million, or $.45 per share, from $9.5 million, or
$.37 per share, for the third quarter of 1994 as compared with the same quarter
of 1993. Of this increase, $.9 million, or $.03 per share, represents the
impact of non-recurring items, including the refund of prior years' state
income taxes and the recovery of bad debt. The remainder of the increase
relates primarily to the Company's acquisitions and new developments during the
past 12 months.
-6-
<PAGE> 8
Rental revenues were $28.7 million for 1994, as compared to $24.3 million for
1993, representing an increase of approximately $4.4 million or 18.0%. The
major portion of this increase relates to acquisitions and new development.
Additionally, $.3 million of the increase relates to the recovery of bad debt
from two prior tenants during the period.
Interest expense increased $.4 million to $2.7 million in 1994, from $2.3
million in 1993. This increase was due to an increase in average debt
outstanding between periods, from $126.2 million in 1993 to $193.7 million in
1994. A significant portion of this increase, however, was offset by a decrease
in the average interest rate during the quarter, from 8.1% in 1993 to 6.6% in
1994. This decrease in average interest rate between quarters was primarily the
result of the presence of significantly more lower-rate interim debt during the
third quarter of 1994 than existed during the same quarter of 1993.
The large decrease in general and administrative expenses, from $1.3 million in
1993 to $.7 million in 1994, was due to the refund of nearly $.5 million of
prior years' state income taxes.
The increases in depreciation and amortization, operating expenses and ad
valorem taxes were primarily the result of the Company's acquisition and new
development programs.
RESULTS OF OPERATIONS
NINE MONTHS ENDED SEPTEMBER 30, 1994
Net income was $32.7 million or $1.25 per share for the first nine months of
1994 compared with $25.7 million or $1.09 per share for the first nine months
of 1993. The increase in net income for this nine month period includes
non-recurring income in the amount of $.9 million, or $.03 per share,
consisting of the refund of prior years' state income taxes and the recovery of
bad debt. The remainder of the increase, approximately $6.0 million, relates
primarily to the Company's acquisitions and new developments during 1993 and
1994.
Rental revenues increased 18.5% to $82.1 million, compared with $69.3 million
for the same period of 1993. The major portion of this increase relates to
acquisitions and new development. The remainder of the increase was primarily
attributed to modest increases in net rental rates on lease renewals and
re-leasing of vacancies with respect to the Company's existing portfolio of
properties.
Interest income related to securities increased to $2.5 million in 1994,
compared with $1.5 million in 1993. The Company did not hold a position in its
current government securities investments until the end of the first quarter of
1993; thus, the 1994 year to date income benefited from an investment which
spanned the full three quarters.
Interest expense decreased between nine-month periods to $7.5 million for 1994,
as compared with $8.1 million for 1993. Between comparative periods, average
debt outstanding increased from $142.8 million in 1993 to $171.1 million in
1994. This increase in average debt outstanding, however, was more than offset
by a decrease in average interest rate between comparative periods, from 8.4%
in 1993 to 6.6% in 1994. This decrease in average interest rate was primarily
the result of the conversion into equity of all of the Company's convertible
debt issues during 1993. The interest rate associated with this debt, which
amounted to $123.0 million as of the beginning of 1993, ranged from 7.75% to
8.98%. Another factor contributing to the decrease in average interest rate
between comparative periods was the increase in average floating-rate debt
outstanding between periods, from $36.9 million in 1993 to $53.7 million in
1994. The average interest rate for this floating-rate debt during the first
nine months of 1994 was 6.3%.
The decrease in general and administrative expenses, from $3.7 million in 1993
to $3.2 million in 1994, was due to the refund of prior years' state income
taxes during the third quarter of 1994, as previously discussed.
The increases in depreciation and amortization, operating expenses and ad
valorem taxes were primarily the result of the Company's acquisition and new
development programs.
-7-
<PAGE> 9
FUNDS FROM OPERATIONS
The Company considers funds from operations (defined by the National
Association of Real Estate Investment Trusts as net income plus depreciation
and amortization, less gains on sales of properties) to be an alternative
measure of the performance of an equity REIT since such measure does not
recognize depreciation and amortization expenses as operating expenses.
Management believes that reductions for these charges are not meaningful in
evaluating income-producing real estate, which historically has not
depreciated. Funds from operations do not represent cash flows from operations
as defined by Generally Accepted Accounting Principles and should not be
considered as an alternative to net income as an indicator of the Company's
operating performance or to cash flows as a measure of liquidity.
Funds from operations increased to $18.7 million for the third quarter of 1994,
as compared to $15.3 million for the same period of 1993. As mentioned earlier,
$.9 million of this increase was non-recurring, consisting of the recovery of
bad debt and a refund of prior years' state income taxes. The remainder of the
increase, however, relates to the impact of the Company's acquisitions and new
developments during the past 12 months.
-8-
<PAGE> 10
PART II
OTHER INFORMATION
ITEM 1. through 5. - NONE
ITEM 6. EXHIBITS AND REPORTS ON FORM 8-K
(a) Exhibits (numbered in accordance with Item 601 of Regulation S-K)
(11) A statement of computation of per share earnings is
filed as an exhibit to this report.
(27) Article 5 Financial Data Schedule (EDGAR filing only).
(b) Reports on Form 8-K
No reports on Form 8-K have been filed by the registrant during
the quarter for which this report is filed.
-9-
<PAGE> 11
SIGNATURES
Pursuant to the requirements of the Securities Exchange Act of 1934, the
registrant has duly caused this report to be signed on its behalf by the
undersigned thereunto duly authorized.
WEINGARTEN REALTY INVESTORS
-----------------------------
(Registrant)
BY: /s/ Stanford Alexander
---------------------------------
Stanford Alexander
Chairman/Chief Executive Officer
(Principal Executive Officer)
BY: /s/ Stephen C. Richter
---------------------------------
Stephen C. Richter
Vice President/Financial
Administration and Treasurer
(Principal Accounting Officer)
DATE: November 10, 1994
-10-
<PAGE> 12
EXHIBIT INDEX
Exhibit No.
(11) A statement of computation of per share earnings is
filed as an exhibit to this report.
(27) Article 5 Financial Data Schedule (EDGAR filing only).
<PAGE> 1
EXHIBIT 11
WEINGARTEN REALTY INVESTORS
COMPUTATION OF EARNINGS PER COMMON SHARE
(Amounts in thousands, except per share amounts)
<TABLE>
<CAPTION>
Three Months Ended Nine Months Ended
September 30, September 30,
----------------- ------------------
1994 1993 1994 1993
------- ------- ------- -------
<S> <C> <C> <C> <C>
SIMPLE EARNINGS PER SHARE:
Weighted Average Common Shares Outstanding . . . . . . . . . . . . 26,347 25,263 26,130 23,618
======= ======= ======== =======
Simple Earnings Per share . . . . . . . . . . . . . . . . . $ .45 $ .37 $ 1.25 $ 1.09
======= ======= ======== =======
PRIMARY EARNINGS PER SHARE (NOTE A):
Weighted Average Common Shares Outstanding . . . . . . . . . . . . 26,347 25,263 26,130 23,618
Shares Issuable from Assumed Conversion of
Common Share Options Granted and Outstanding . . . . . . . . . . 106 87 107 77
------- ------- ------- -------
Weighted Average Common Shares Outstanding,
as Adjusted . . . . . . . . . . . . . . . . . . . . . . . . . . 26,453 25,350 26,237 23,695
======= ======= ======= =======
Primary Earnings Per Share . . . . . . . . . . . . . . . . . $ .45 $ .37 $ 1.25 $ 1.08
======= ======= ======= =======
FULLY DILUTED EARNINGS PER SHARE
(Note A - 1994) (Note B - 1993):
Weighted Average Common Shares Outstanding . . . . . . . . . . . . 26,347 25,263 26,130 23,618
Shares Issuable from Assumed Conversion of:
Common Share Options Granted and Outstanding . . . . . . . . . . 106 90 107 90
Convertible Debentures . . . . . . . . . . . . . . . . . . . . . 700 1,549
------- ------- ------- ------
Weighted Average Common Shares Outstanding, as
Adjusted . . . . . . . . . . . . . . . . . . . . . . . . . . . . 26,453 26,053 26,237 25,257
======= ======= ======= ======
Fully Diluted Earnings Per Share . . . . . . . . . . . . . . $ .45 $ .38 $ 1.25 $ 1.14
======= ======= ======= =======
EARNINGS FOR SIMPLE, PRIMARY AND FULLY DILUTED
COMPUTATION:
Earnings (Simple and Primary Earnings Per
Share Computation) . . . . . . . . . . . . . . . . . . . . . . . $11,873 $ 9,470 $32,680 $25,663
Interest on Convertible Debentures . . . . . . . . . . . . . . . . 543 3,120
------- ------- ------- -------
Earnings (Fully Diluted Earnings Per Share Computation) . . . . . $11,873 $10,013 $32,680 $28,783
======= ======= ======= =======
- ---------------------------------
</TABLE>
Note A: This calculation is submitted in accordance with Regulation S-K item
601(b)(11) although not required by footnote 2 to paragraph 14 of
APB Opinion No. 15 because it results in dilution of less than 3%.
Note B: This calculation is submitted in accordance with Regulation S-K item
601(b)(11) although it is contrary to paragraph 40 of APB Opinion
No. 15 because it produces an anti-dilutive result.
<TABLE> <S> <C>
<ARTICLE> 5
<LEGEND>
This schedule contains summary financial information extracted from Weingarten
Realty Investors' quarterly report for the period ended September 30, 1994.
</LEGEND>
<MULTIPLIER> 1,000
<S> <C>
<PERIOD-TYPE> 9-MOS
<FISCAL-YEAR-END> DEC-31-1994
<PERIOD-END> SEP-30-1994
<CASH> 2,757
<SECURITIES> 50,316
<RECEIVABLES> 12,475
<ALLOWANCES> 790
<INVENTORY> 0
<CURRENT-ASSETS> 0
<PP&E> 709,268
<DEPRECIATION> 185,451
<TOTAL-ASSETS> 668,398
<CURRENT-LIABILITIES> 0
<BONDS> 0
<COMMON> 791
0
0
<OTHER-SE> 426,255
<TOTAL-LIABILITY-AND-EQUITY> 668,398
<SALES> 0
<TOTAL-REVENUES> 89,431
<CGS> 0
<TOTAL-COSTS> 26,085
<OTHER-EXPENSES> 19,667
<LOSS-PROVISION> 0
<INTEREST-EXPENSE> 7,508
<INCOME-PRETAX> 32,680
<INCOME-TAX> 0
<INCOME-CONTINUING> 32,680
<DISCONTINUED> 0
<EXTRAORDINARY> 0
<CHANGES> 0
<NET-INCOME> 32,680
<EPS-PRIMARY> 1.25
<EPS-DILUTED> 0
</TABLE>
