<PAGE>
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 June 30, 1996
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 report)
Indicate by check mark whether the registrant (1) has filed all reports
required to be filed by Section 13 or 15(d) of the Securities Exchange Act of
1934 during the preceding 12 months (or for such shorter period that the
registrant was required to file such reports), and (2) has been subject to such
filing requirements for the past 90 days. Yes X . No .
---------- -----------
APPLICABLE ONLY TO ISSUERS INVOLVED IN BANKRUPTCY
PROCEEDINGS DURING THE PRECEDING FIVE YEARS
Indicate by check mark whether the registrant has filed all documents and
reports required to be filed by Sections 12, 13 or 15(d) of the Securities
Exchange Act of 1934 subsequent to the distribution of securities under a plan
confirmed by a court. Yes . No .
--------- -----------
APPLICABLE ONLY TO CORPORATE ISSUERS:
Indicate the number of shares outstanding of each of the issuer's classes of
common stock, as of the latest practicable date. As of July 30, 1996, there
were 26,545,424 common shares of beneficial interest of Weingarten Realty
Investors, $.03 par value, outstanding.
<PAGE>
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 Six Months Ended
June 30, June 30,
------------------ ----------------
1996 1995 1996 1995
------- ------- ------ ------
<S> <C> <C> <C> <C>
Revenues:
Rentals $35,832 $30,304 $70,802 $60,002
Interest:
Securities and Other 342 797 800 1,574
Affiliates 406 721 822 1,405
Equity in earnings of real estate
joint ventures and partnerships 366 393 770 778
Other 232 444 746 992
------- ------- ------- -------
Total 37,178 32,659 73,940 64,751
------- ------- ------- -------
Expenses:
Depreciation and amortization 8,179 7,273 16,270 14,300
Operating 5,698 5,019 11,081 9,942
Ad valorem taxes 4,799 4,225 9,580 8,455
Interest 5,310 4,008 10,321 7,422
General and administrative 1,183 1,157 2,550 2,432
------- ------- ------- -------
Total 25,169 21,682 49,802 42,551
------- ------- ------- -------
Income from Operations 12,009 10,977 24,138 22,200
Gain (Loss) on sales of property 901 (46) 1,397 95
------- ------- ------- -------
Net Income $12,910 $10,931 $25,535 $22,295
======= ======= ======= =======
Net Income per Common Share $0.48 $0.41 $0.96 $.84
======= ======= ======= =======
Cash Dividends Declared per Common Share $0.62 $0.60 $1.24 $1.20
======= ======= ======= =======
Weighted Average Number of Common
Shares Outstanding 26,544 26,423 26,545 26,396
======= ======= ======= =======
</TABLE>
See notes to consolidated financial statements.
2
<PAGE>
WEINGARTEN REALTY INVESTORS
CONSOLIDATED BALANCE SHEETS
(AMOUNTS IN THOUSANDS, EXCEPT PER SHARE AMOUNTS)
<TABLE>
<CAPTION>
June 30, December 31,
1996 1995
----------- ------------
ASSETS (unaudited)
<S> <C> <C>
Property $ 889,338 $ 849,894
Accumulated depreciation (229,190) (216,657)
--------- ---------
Property - net 660,148 633,237
Investment in Real Estate Joint
Ventures and Partnerships 8,639 8,960
--------- ---------
Total 668,787 642,197
Mortgage Bonds and Notes Receivable
from:
Affiliate (net of deferred gain of
$5,514) 16,358 15,863
Real Estate Joint Ventures and
Partnerships 14,091 13,897
Marketable Debt Securities 14,792 16,262
Unamortized Debt and Lease Costs 21,443 20,602
Accrued Rent and Accounts Receivable
(net of allowance for doubtful
accounts of $987 in 1996 and $1,436 in
1995) 10,131 13,357
Cash and Cash Equivalents 1,950 3,355
Other 6,428 9,291
--------- ---------
Total $ 753,980 $ 734,824
========= =========
LIABILITIES AND SHAREHOLDERS' EQUITY
Debt $ 321,549 $ 289,339
Accounts Payable and Accrued Expenses 25,591 30,880
Other 2,778 3,006
--------- ---------
Total 349,918 323,225
========= =========
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: 26,545 in 1996 and
26,546 in 1995 796 796
Capital surplus 403,266 410,803
--------- ---------
Shareholders' equity 404,062 411,599
--------- ---------
Total $ 753,980 $ 734,824
========= =========
</TABLE>
See notes to consolidated financial statements.
3
<PAGE>
WEINGARTEN REALTY INVESTORS
STATEMENTS OF CONSOLIDATED CASH FLOWS
(UNAUDITED)
(AMOUNTS IN THOUSANDS)
<TABLE>
<CAPTION>
Six Months Ended
June 30,
----------------
1996 1995
---- ----
<S> <C> <C>
Cash Flows from Operating Activities:
Net income $ 25,535 $ 22,295
Adjustments to reconcile net income to
net cash provided by operating
activities:
Depreciation and amortization 16,270 14,300
Equity in earnings of real estate
joint ventures and partnerships (770) (778)
Gain on sales of property (1,397) (95)
Amortization of direct financing
leases 340 331
Changes in accrued rents and
accounts receivable 2,440 3,175
Changes in other assets (3,678) (2,747)
Changes in accounts payable and
accrued expenses (5,499) (6,216)
Other, net 39 41
-------- --------
Net cash provided by operating
activities 33,280 30,306
-------- --------
Cash Flows from Investing Activities:
Investment in properties (34,536) (39,400)
Mortgage bonds and notes receivable:
Advances (921) (2,243)
Collections 3,772 1,679
Proceeds from sales of property 1,836 184
Real estate joint ventures and
partnerships:
Investments (29) (40)
Distributions 740 815
Proceeds from investment in marketable
debt securities 1,595 1,300
-------- --------
Net cash used in investing
activities (27,543) (37,705)
-------- --------
Cash Flows from Financing Activities:
Proceeds from issuance of:
Debt 27,500 146,112
Common shares of beneficial
interest 118
Principal payments of debt (1,755) (106,273)
Dividends paid (32,916) (31,641)
Other (89) (269)
------- --------
Net cash (used in) provided
by financing activities (7,142) 7,929
------- --------
Net (decrease) increase in cash and
cash equivalents (1,405) 530
Cash and cash equivalents at January 1 3,355 3,295
-------- ---------
Cash and cash equivalents at June 30 $ 1,950 $ 3,825
======== =========
</TABLE>
See notes to consolidated financial statements.
4
<PAGE>
WEINGARTEN REALTY INVESTORS
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
(UNAUDITED)
(AMOUNTS IN THOUSANDS)
1. INTERIM FINANCIAL STATEMENTS
The consolidated financial statements included in this report are
unaudited, except for the balance sheet as of December 31, 1995. 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. SIGNIFICANT ACCOUNTING POLICIES
Effective January 1, 1996, the Company adopted Statement of Financial
Accounting Standards ("SFAS") No. 123, "Accounting for Stock-Based
Compensation". As allowed under this statement, the Company has continued
to use the intrinsic value based method of accounting for such plans.
Also effective January 1, 1996, the Company adopted SFAS No. 121,
"Accounting for the Impairment of Long-Lived Assets and Long-Lived Assets
to be Disposed Of". The adoption of this standard did not result in the
impairment of any of the Company's long-lived assets.
3. DEBT
The Company's debt consists of the following:
June 30, December 31,
1996 1995
-------- -----------
Fixed-rate debt payable to 2015 at 6.0%
to 10.5% $188,855 $189,413
Notes payable under revolving credit
agreement 101,000 73,500
Reverse repurchase agreements, due daily
and collateralized by $14.8 million
of marketable debt securities 11,300 11,900
Industrial revenue bonds to 2014 at 4.0%
to 6.6% at June 30, 1996 7,613 7,669
Obligations under capital leases 12,467 6,001
Other 314 856
-------- --------
Total $321,549 $289,339
======== ========
At June 30, 1996, the variable interest rates for notes payable under the
revolving credit agreement and the reverse repurchase agreements were 6.1%
and 5.8%, respectively. The weighted average interest rate for the
Company's short-term debt for the period ended June 30, 1996 was 6.0%.
In June the Company obtained an unsecured, uncommitted overnight credit
facility totaling $15 million with a bank to be used for cash management
purposes.
Subsequent to quarter-end, the Company issued $30.0 million of unsecured
Medium Term Notes in two $15.0 million tranches. These tranches have
maturities of seven and twelve years and bear interest at 7.06% and 7.47%,
respectively. The proceeds from these transactions were used to pay down
balances outstanding under the Company's revolving credit facility.
5
<PAGE>
The Company's debt can be summarized as follows:
June 30, December 31,
1996 1995
--------- ------------
As to interest rate:
Fixed-rate debt (including amounts
fixed through interest rate swaps) $228,899 $229,994
Variable-rate debt 92,650 59,345
-------- --------
Total $321,549 $289,339
======== ========
As to collateralization:
Secured debt $ 92,435 $ 87,133
Unsecured debt 229,114 202,206
-------- --------
Total $321,549 $289,339
======== ========
4. PROPERTY
The Company's property consists of the following:
June 30, December 31,
1996 1995
-------- -----------
Land $159,605 $151,985
Land under development 38,684 40,464
Buildings and improvements 668,430 636,601
Construction in-progress 14,058 11,648
Property under direct financing
leases 8,561 9,196
-------- --------
Total $889,338 $849,894
======== ========
6
<PAGE>
5. CARRYING CHARGES CAPITALIZED
During the periods shown, the following carrying charges were capitalized:
Three Months Ended Six Months Ended
June 30, June 30,
------------------ ----------------
1996 1995 1996 1995
---- ---- ---- ----
Interest $ 390 $ 762 $ 817 $1,546
Ad valorem taxes 112 119 231 241
----- ----- ------ ------
Total $ 502 $ 881 $1,048 $1,787
===== ===== ====== ======
6. SUBSEQUENT EVENT
On August 6, 1996, the Company sold its interest in an apartment complex.
Proceeds of approximately $5.3 million were received, pending final
settlement of miscellaneous assets and liabilities, resulting in a gain of
approximately $3.9 million.
7
<PAGE>
PART 1
FINANCIAL INFORMATION
ITEM 2. MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS
OF OPERATIONS.
Weingarten Realty Investors owned and operated 155 anchored shopping centers, 18
industrial properties, two multi-family residential projects, and one office
building at June 30, 1996. Of the Company's 176 developed properties, 136 are
located in Texas (including 87 in Houston and Harris County). The Company's
remaining properties are located in Louisiana (10), Arizona (7), Arkansas (5),
New Mexico (5), Oklahoma (4), Nevada (4), Kansas (2), Missouri (1), Maine (1)
and Tennessee (1). The Company has nearly 2,900 leases and 2,200 different
tenants. Leases for the Company's properties range from less than a year for
smaller spaces to over 25 years for larger tenants; leases generally include
minimum lease payments and contingent rentals for payment of taxes, insurance
and maintenance and for an amount based on a percentage of the tenants' sales.
The majority of the Company's anchor tenants are supermarket chains, drugstore
chains and other retailers which generally sell basic necessity-type items.
During the first six months of 1996, the Company renewed or released 911,000
square feet of retail space comprising 268 leases. Net of capital costs for
tenant improvements, rental rates increased an average of 5.4% over the rates
charged to the prior tenants. Retail sales on the same store basis as reported
by the Company's tenants for the six months ended June 30, 1996 were up 1.3%,
with supermarket operators also up approximately 1.2% as compared to the same
period of the prior year. Occupancy as of June 30, 1996 for shopping centers
and the total portfolio stands at 92%, unchanged from year end and the end of
the second quarter of 1995.
Acquisitions added 236,000 square feet to the Company's portfolio during the
second quarter of 1996 at a combined cost of $9.1 million. A 135,000 square
foot shopping center located in a suburb of Kansas City was purchased in April,
the Company's third center in this market. The Company also purchased a 101,000
square foot office/service center in Houston. Presently, eight additional
properties totaling over 1.3 million square feet are under contract or letter
of intent, however there is no assurance that these transactions will be
completed.
Leasing activity at the Company's two high-profile new development projects in
Houston is progressing as scheduled, with both centers over 90% leased.
Construction of these centers is generally complete except for tenant finish
work, which will be completed as the last few spaces are leased. The majority
of the 300,000 square feet from these two projects came on line prior to year-
end 1995. The Company has also completed construction of a 30,000 square foot
specialty center in the Galleria area of Houston, which opened in May.
FUNDS FROM OPERATIONS
The Company considers funds from operations to be an alternate measure of the
performance of an equity REIT since such measure does not recognize depreciation
and amortization of real estate assets as operating expenses. Management
believes that reductions for these charges are not meaningful in evaluating
income-producing real estate, which historically has not depreciated. The
National Association of Real Estate Investment Trusts defines funds from
operations as net income plus depreciation and amortization of real estate
assets, less gains and losses on sales of properties. Funds from operations does
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 $20.1 million for the second quarter of 1996,
as compared to $18.2 million for the same period of 1995, a 10.4% increase. For
the six months ended June 30, 1996, funds from operations totaled $40.3 million,
up $3.9 million from the same period of the prior year. These increases relate
primarily to the impact of the Company's acquisitions and new developments
during the past 12 months and, to a lesser degree, the activity at its existing
properties.
8
<PAGE>
LIQUIDITY AND CAPITAL RESOURCES
The Company anticipates that cash flows from operating activities will continue
to provide adequate capital for all 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 $33.2 million for the first six months of 1996, from $30.3
million for the same period of 1995, primarily due to the acquisition and
development of additional income-producing properties during the past year.
The Company's Board of Trust Managers approved an increase in the quarterly
dividend per common share from $.60 to $.62, effective the first quarter of
1996. The percentage of funds from operations paid out in cash dividends, or
dividend payout ratio, was 81.6% and 87.0% for the second quarters of 1996 and
1995, respectively.
Debt to total market capitalization of 24% at June 30, 1996 was up slightly from
22% at December 31, 1995. Total debt outstanding increased to $321.5 million at
quarter-end from $289.3 million at December 31, 1995. This increase was
primarily due to the acquisitions in the first six months of this year and, to a
lesser degree, the Company's ongoing development efforts. These capital needs
were initially financed under the Company's revolving credit facility.
In June, the Company executed an agreement for an unsecured and uncommitted
overnight credit facility totaling $15 million with a bank to be used for cash
management purposes. The Company will maintain adequate funds available under
its $200 million revolving credit facility at all times to payoff the
outstanding balance under this facility.
Subsequent to quarter-end, the Company issued $30.0 million of unsecured Medium
Term Notes in two $15.0 million tranches. These tranches have maturities of
seven and twelve years and bear interest at 7.06% and 7.47%, respectively. The
proceeds from these transactions were used to pay down balances outstanding
under the Company's revolving credit facility.
At quarter-end, the Company has protection against interest rate increases
through fixed-rate loans and interest rate swap agreements on $228.9 million of
the total debt outstanding at June 30, 1996. The issuance of the Medium Term
Notes subsequent to quarter-end will increase the amount protected against
interest rate fluctuations by an additional $30.0 million. For the quarter
ended June 30, 1996, total debt costs averaged 7.2% as compared to 7.6% for the
same period of the prior year. This decrease is primarily a result of overall
decreases in market interest rates over the last 12 months.
RESULTS OF OPERATIONS
QUARTER ENDED JUNE 30, 1996
Net income increased to $12.9 million, or $.48 per share, from $10.9 million, or
$.41 per share, for the second quarter of 1996 as compared with the same quarter
of 1995, an increase of 17.1% on a per share basis. Of this increase, $.9
million, or $.03 per share, represents the impact of gains from the disposition
of property and the receipt of proceeds from an insurance claim. The remainder
of the increase relates primarily to the Company's acquisitions and new
developments during the past 12 months.
Rental revenues were $35.8 million for 1996, as compared to $30.3 million for
1995, representing an increase of approximately $5.5 million or 18.2%. This
increase relates primarily to acquisitions and new development and, to a lesser
degree, the activity at the Company's existing properties.
Interest income decreased from $1.5 million in 1995 to $.7 million in 1996 due
primarily to the sale of $31.8 million of marketable debt securities in November
of 1995.
9
<PAGE>
Interest expense increased $1.3 million to $5.3 million in 1996, from $4.0
million in 1995. This increase was due to an increase in average debt
outstanding between periods, from $249.3 million in 1995 to $313.7 million in
1996, partially offset by a decrease in the average interest rate during the
quarter from 7.6% in 1995 to 7.2% in 1996. Also contributing to the increase
was a reduction in construction activity at two of the Company's significant new
development projects which were nearing completion, resulting in a decrease in
the amount of interest capitalized from $.8 million in 1995 to $.4 million in
1996.
The increase in the gain on sale of property to $.9 million in 1996 is due to
the receipt of insurance proceeds from a fire which destroyed a part of a
shopping center and the sale of a property.
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.
SIX MONTHS ENDED JUNE 30, 1996
Net income increased to $25.5 million, or $.96 per share, for the six months
ended June 30, 1996 from $22.3 million, or $.84 per share for 1995. Included in
1996 net income is $1.7 million, or about $.06 per share, of gains from the
disposition of property and receipt of proceeds from an insurance claim as well
as other non-recurring income items recognized in the first six months of the
year compared to $.3 million, or about $.01 per share, of non-recurring lease
cancellation income recognized in 1995. The remainder of the increase is due
primarily to the Company's acquisition and new development programs.
Rental revenues increased 18.0% to $70.8 million, compared with $60.0 million
for the same period of the prior year. This increase relates primarily to
acquisitions and new development and, to a lesser degree, the activity at the
Company's existing properties.
Interest income decreased from $3.0 million in 1995 to $1.6 million in 1996 due
primarily to the sale of marketable debt securities in 1995.
Interest expense increased from $7.4 million for the first six months of 1995 to
$10.3 million for the same period of 1996. Average debt outstanding increased
from $240.1 million for 1995 to $303.6 million for 1996. The effect of the
increase in average debt outstanding was partially offset by a slight decrease
in the average interest rate from 7.4% in 1995 to 7.3% in 1996. The increase in
debt outstanding is a result of expenditures for acquisitions and new
development. The decrease in rate is a result of overall decreases in market
rates. Also contributing to the increase in interest expense was the decrease
in the amount of interest capitalized from $1.5 million in 1995 to $.8 million
in 1996 as a result of the reduction in construction activity at two of the
Company's significant development projects which were nearing completion.
The increase in the gain on sale of property from $.1 million in 1995 to $1.4
million in 1996 is due to the receipt of insurance proceeds from fires which
destroyed part of two shopping centers and the sale of a property.
The increase in depreciation and amortization, operating expenses and ad valorem
taxes were primarily the result of the Company's acquisition and new development
programs.
10
<PAGE>
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)
(10.33) Revolving Credit Note, dated June 25, 1996, between the
Company and Texas Commerce Bank National Association in the
amount of $15,000,000.
(11) A statement of computation of earnings per common share.
(12) A statement of computation of ratios of earnings and funds from
operations to fixed charges.
(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.
11
<PAGE>
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: August 7, 1996
--------------
12
<PAGE>
EXHIBIT 10.33
MASTER
PROMISSORY NOTE
---------------
(this"Note")
June 25, 1996
FOR VALUE RECEIVED, the undersigned, WEINGARTEN REALTY INVESTORS
("Company") promises to pay to the order of TEXAS COMMERCE BANK NATIONAL
ASSOCIATION ("Bank"), on or before June 16, 1997 ("Final Maturity Date") at its
offices located at 712 Main Street Houston, Texas 77002 in lawful money of the
United States of America and in immediately available funds, the principal
amount of each loan (a "Loan") shown in Bank's records to have been made by Bank
and on the relevant maturity date as set forth in Bank's records. Each Loan
shall also have its own date of maturity agreed by Company and Bank which will
occur prior to the Final Maturity Date. The rate of interest on each Loan
evidenced hereby from time to time shall be the interest rate which shall be
determined for each Loan by agreement between Company and Bank but, in no event,
shall exceed the maximum interest rate permitted under applicable law ("Highest
Lawful Rate"). If Texas law determines the Highest Lawful Rate, Bank has elected
the "indicated" (weekly) ceiling as defined in the Texas Credit Code or any
successor statute. All past due amounts shall bear interest at a per annum
interest rate equal to the Prime Rate plus one percent (1%). The term "Prime
Rate" shall mean the prime rate as determined from time to time by Bank and
thereafter entered in the minutes of Bank's Loan and Discount Committee,
fluctuating upward or downward automatically, without notice to Company on the
business day of each such determination. THE PRIME RATE IS A REFERENCE RATE AND
BANK MAY MAKE LOANS AT RATES OF INTEREST AT, ABOVE OR BELOW THE PRIME RATE.
Interest on each Loan shall be: (i) computed on the unpaid principal amount of
the Loan outstanding from the date of advance until paid; (ii) payable at
maturity and thereafter on demand; and (iii) shall be calculated on the basis of
a year of 360 days for the actual days elapsed.
The total amount of interest (as defined under applicable law)
contracted for, charged or collected under this Note will never exceed the
Highest Lawful Rate. If Bank contracts for, charges or receives any excess
interest, it will be deemed a mistake. Bank will automatically reform the
contract or charge to conform to applicable law, and if excess interest has been
received, Bank will either refund the excess or credit the excess on the unpaid
principal amount of this Note. All amounts constituting interest will be spread
throughout the full term of this Note in determining whether interest exceeds
lawful amounts.
Each of the following is an event of default ("Events of Default"):
(a) Company shall fail to pay any amount of principal of or interest on
this Note when due;
(b) Company shall fail to pay when due any amount of principal or interest
with respect to any obligation to Bank (other than this Note); or
(c) Company shall fall to pay any amount relating to any other recourse
indebtedness in excess of $10,000,000 for borrowed money or other
pecuniary obligation (including any contingent such obligation) or an
event or condition shall occur or exist which gives the holder of any
such indebtedness or obligation the right or option to accelerate the
maturity thereof.
(d) Company shall commence any bankruptcy, reorganization or similar case
or proceeding relating to it or its property under the law of any
jurisdiction, or a trustee or receiver shall be appointed for itself
or any substantial part of its property;
(e) any involuntary bankruptcy, reorganization or similar case or
proceeding under the law of any jurisdiction shall have been commenced
against Company or any substantial part of its property and such case
or proceeding shall not have been dismissed within 60 days, or Company
shall have consented to such case or proceeding; or
(f) Company shall admit in writing its inability to pay its debts as they
become due.
Upon the happening of any Event of Default specified in paragraphs (d), (e) or
(f) above, automatically the Loans evidenced by this Note (with accrued interest
thereon) shall immediately become due and payable, and upon the happening of an
Event of Default specified in paragraphs (a), (b) or (c) above, Bank may, by
notice to Company, declare the Loans evidenced by this Note (with accrued
interest thereon) to be due and payable, whereupon the same shall immediately
become due and payable. Except as expressly provided above, presentment, demand,
protest, notice of intent to accelerate, acceleration and all other notices of
any kind are hereby expressly waived
The Company hereby agrees to pay on demand, in addition to unpaid principal
and interest, all Bank's costs and expenses incurred in attempting or effecting
collection hereunder, including the reasonable fees and expenses of counsel
(which may include, to the extent permitted by applicable law, allocated costs
of in-house counsel), whether or not suit is instituted
This Note is executed and delivered by Company to evidence Loans which may be
made by Bank to Company not to exceed $15,000,000.00. COMPANY UNDERSTANDS THAT
BANK HAS NO OBLIGATION TO MAKE ANY LOAN TO COMPANY UNDER THIS NOTE.
All Loans evidenced by this Note are and will be for business and commercial
purposes and no Loan will be used for the purpose of purchasing or carrying any
margin stock as that term is defined in Regulation U of the Board of Governors
of the Federal Reserve System (the "Board").
Chapter 15 of the Texas Credit Code does not apply to this Note or to any Loan
evidenced by this Note. This Note shall be governed by the laws of the State of
Texas and the laws of the United States as applicable.
Bank shall, and is hereby authorized by Company, to record in its records the
date, amount, interest rate and due date of each Loan as well as the date and
amount of each payment by the undersigned in respect thereof. Payments may be
applied to accrued interest or principal in whatever order Bank chooses.
Loans evidenced by this Note may not be prepaid. In the event any such
prepayment occurs, Company shall indemnify Bank against any loss, liability,
damage, cost or expense which Bank may sustain or incur as a consequence
thereof, including without limitation any loss, liability, damage, cost or
expense sustained or incurred in liquidating or employing deposits from third
parties acquired to effect or maintain such Loan or any part thereof. Bank shall
provide to Company a written statement explaining the amount of any such loss or
expense, which statement shall be conclusive absent manifest error.
No waiver of any default shall be deemed to be a waiver of any other default.
No failure to exercise or delay in exercising any right or power under this Note
shall operate as a waiver thereof, nor shall any single or partial exercise of
any such right or power preclude any further or other exercise thereof or the
exercise of any other right or power. No amendment, modification or waiver of
this Note shall be effective unless the same is in writing and signed by the
person against whom such amendment, modification or waiver is sought to be
enforced. No notice to or demand on any person shall entitle any person to any
other or further notice or demand in similar or other circumstances.
This Note shall be binding upon the successors and assigns of Company and
inure to the benefit of Bank, its successors, endorsees and assigns
(furthermore, Bank may assign or pledge this Note or any interest therein to any
Federal Reserve Bank). If any term or provision of this Note shall be held
invalid, illegal or unenforceable the validity of all other terms and provisions
will not be affected
THIS NOTE REPRESENTS THE FINAL AGREEMENT BETWEEN THE PARTIES AND MAY NOT BE
CONTRADICTED BY EVIDENCE OF PRIOR, CONTEMPORANEOUS, OR SUBSEQUENT ORAL
AGREEMENTS OF THE PARTIES.
THERE ARE NO UNWRITTEN ORAL AGREEMENTS BETWEEN THE PARTIES.
NAME:
_____________________________________
TITLE:
_____________________________________
Executive Vice President
Weingarten Realty Investors (the "trust") is an
unincorporated trust organized under the Texas
Real Estate Investment Trust Act. Neither the
shareholders of the trust, nor its trust
managers, officers, employees or other agents
are personally, corporately or individually
liable for any debt, act, omission or obligation
of the trust, and all persons having claims of
any kind against the trust must look solely to
the property of the trust for the enforcement of
their rights.
(The Bank's signature is provided as
its acknowledgment of the above as
the final written agreement between the parties.)
TEXAS COMMERCE BANK NATIONAL ASSOCIATION
By:
_______________________________
Name:
_______________________________
Title:
_______________________________
<PAGE>
EXHIBIT 11
WEINGARTEN REALTY INVESTORS
COMPUTATION OF EARNINGS PER COMMON SHARE
(AMOUNTS IN THOUSANDS, EXCEPT PER SHARE AMOUNTS)
Three Months Six Months Ended
Ended June 30, June 30,
--------------- ----------------
1996 1995 1996 1995
---- ---- ---- ----
SIMPLE EARNINGS PER SHARE:
Weighted Average Common Shares
Outstanding 26,544 26,423 26,545 26,396
======= ======= ======= =======
Simple Earnings Per share $ .48 $ .41 $ .96 $ .84
======= ======= ======= =======
PRIMARY EARNINGS PER SHARE (NOTE A):
Weighted Average Common Shares
Outstanding 26,544 26,423 26,545 26,396
Shares Issuable from Assumed
Conversion of Common Share Options
Granted and Outstanding 30 33 37 53
------- ------- ------- -------
Weighted Average Common Shares
Outstanding, as Adjusted 26,574 26,456 26,582 26,449
======= ======= ======= =======
Primary Earnings Per Share $ .48 $ .41 $ .96 $ .84
======= ======= ======= =======
FULLY DILUTED EARNINGS PER SHARE (NOTE
A):
Weighted Average Common Shares
Outstanding 26,544 26,423 26,545 26,396
Shares Issuable from Assumed
Conversion of Common Share Options
Granted and Outstanding 63 33 63 53
------- ------- ------- -------
Weighted Average Common Shares
Outstanding, as Adjusted 26,607 26,456 26,608 26,449
======= ======= ======= =======
Fully Diluted Earnings Per Share $ .48 $ .41 $ .96 $ .84
======= ======= ======= =======
EARNINGS FOR SIMPLE, PRIMARY AND FULLY
DILUTED COMPUTATION:
Earnings $12,910 $10,931 $25,535 $22,295
======= ======= ======= =======
- ----------
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%.
<PAGE>
EXHIBIT 12
WEINGARTEN REALTY INVESTORS
COMPUTATION OF RATIOS OF EARNINGS
AND FUNDS FROM OPERATIONS TO FIXED CHARGES
(DOLLAR AMOUNTS IN THOUSANDS)
<TABLE>
<CAPTION>
Three Months Six Months Ended
Ended June 30, June 30,
----------------- -----------------
1996 1995 1996 1995
------ ------- ------- ------
<S> <C> <C> <C> <C>
Net income $12,910 $10,931 $25,535 $22,295
Add:
Portion of rents representative of the 164 146 318 310
interest factor
Interest on indebtedness 5,310 4,008 10,321 7,422
Amortization of debt cost 80 39 149 69
------- ------- ------- -------
Net income as adjusted $18,464 $15,124 $36,323 $30,096
======= ======= ======= =======
Fixed charges:
Interest on indebtedness $ 5,310 $ 4,008 $10,321 $ 7,422
Capitalized interest 390 762 817 1,546
Amortization of debt cost 80 39 149 69
Portion of rents representative of the
interest factor 164 146 318 310
------- ------- ------- -------
Fixed charges $ 5,944 $ 4,955 $11,605 $ 9,347
======= ======= ======= =======
RATIO OF EARNINGS TO FIXED CHARGES 3.11 3.05 3.13 3.22
======= ======= ======= =======
Net income $12,910 $10,931 $25,535 $22,295
Depreciation and amortization 8,100 7,233 16,122 14,230
(Gain) loss on sales of property (901) 46 (1,397) (95)
------- ------- ------- -------
Funds from operations 20,109 18,210 40,260 36,430
======= ======= ======= =======
Interest on indebtedness 5,310 4,008 10,321 7,422
------- ------- ------- -------
Funds from operations (as adjusted) $25,419 $22,218 $50,581 $43,852
======= ======= ======= =======
RATIO OF FUNDS FROM OPERATIONS TO FIXED
CHARGES 4.28 4.48 4.36 4.69
======= ======= ======= =======
</TABLE>
<TABLE> <S> <C>
<PAGE>
<ARTICLE> 5
<LEGEND>
This schedule contains summary financial information extracted from Weingarten
Realty Investors' quarterly report for the period ended June 30, 1996.
</LEGEND>
<MULTIPLIER> 1,000
<S> <C>
<PERIOD-TYPE> 6-MOS
<FISCAL-YEAR-END> DEC-31-1996
<PERIOD-END> JUN-30-1996
<CASH> 1,950
<SECURITIES> 14,792
<RECEIVABLES> 11,118
<ALLOWANCES> 987
<INVENTORY> 0
<CURRENT-ASSETS> 0
<PP&E> 889,338
<DEPRECIATION> 229,190
<TOTAL-ASSETS> 753,980
<CURRENT-LIABILITIES> 0
<BONDS> 0
0
0
<COMMON> 796
<OTHER-SE> 403,266
<TOTAL-LIABILITY-AND-EQUITY> 753,980
<SALES> 0
<TOTAL-REVENUES> 73,940
<CGS> 0
<TOTAL-COSTS> 11,081
<OTHER-EXPENSES> 28,400
<LOSS-PROVISION> 0
<INTEREST-EXPENSE> 10,321
<INCOME-PRETAX> 24,138
<INCOME-TAX> 0
<INCOME-CONTINUING> 24,138
<DISCONTINUED> 0
<EXTRAORDINARY> 0
<CHANGES> 0
<NET-INCOME> 25,535
<EPS-PRIMARY> .96
<EPS-DILUTED> .96
</TABLE>
