WEINGARTEN REALTY INVESTORS /TX/
10-Q, 1996-05-09
REAL ESTATE INVESTMENT TRUSTS
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<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 March 31, 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 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 May 6, 1996, there were
26,547,174 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
                                              March 31,
                                        --------------------
                                            1996      1995
                                        ----------  --------
<S>                                       <C>        <C> 
Revenues:
 Rentals..............................  $   34,970   $29,698
 Interest (including amounts from 
  related parties of $416 in 1996 and
  $684 in 1995).......................         874     1,460
 Equity in earnings of real estate          
  joint ventures and partnerships.....         404       384
 Other................................         514       550
                                        ----------  --------
    Total.............................      36,762    32,092
                                        ----------  --------
 
 
Expenses:
 Depreciation and amortization........       8,091     7,027
 Operating............................       5,383     4,923
 Ad valorem taxes.....................       4,781     4,230
 Interest.............................       5,011     3,414
 General and administrative...........       1,367     1,275
                                        ----------  --------
    Total.............................      24,633    20,869
                                        ----------  --------
Income from Operations................      12,129    11,223
Gain on sales of property.............         496       141
                                        ----------  --------
Net Income............................  $   12,625   $11,364
                                        ==========   =======
Net Income per Common Share...........  $      .48   $   .43
                                        ==========   =======
Cash Dividends Declared per             
 Common Share.........................  $      .62   $   .60 
                                        ==========   =======
Weighted Average Number of Common       
 Shares Outstanding...................      26,547    26,368
                                        ==========   ======= 
</TABLE>



                See notes to consolidated financial statements.

                                       2
<PAGE>
 
                          WEINGARTEN REALTY INVESTORS
                          CONSOLIDATED BALANCE SHEETS
                (AMOUNTS IN THOUSANDS, EXCEPT PER SHARE AMOUNTS)

<TABLE>
<CAPTION>
 
 
                                          March 31,   December 31,
                                             1996         1995
                                          ---------   ------------ 
                 ASSETS                   (unaudited)
<S>                                       <C>         <C>
Property................................  $ 874,729      $ 849,894
 
Accumulated depreciation................   (223,371)      (216,657)
                                          ---------      ---------
 Property - net.........................    651,358        633,237
 
Investment in Real Estate Joint                                    
 Ventures and Partnerships..............      8,847          8,960 
                                          ---------      ---------
        Total...........................    660,205        642,197

Mortgage Bonds and Notes Receivable
 from:
 
 Affiliate (net of deferred gain of                                
  $5,514)...............................     16,133         15,863 
 
 Real Estate Joint Ventures and                                    
  Partnerships..........................     13,969         13,897 
 
Marketable Debt Securities..............     15,648         16,262
 
Unamortized Debt and Lease Costs........     20,586         20,602
 
Accrued Rent and Accounts Receivable
 (net of allowance for doubtful                                    
 accounts of $1,321 in 1996 and $1,436                             
 in 995)................................      8,463         13,357 
 
Cash and Cash Equivalents...............      3,616          3,355
 
Other...................................      9,133          9,291
                                          ---------      ---------
            Total.......................  $ 747,753      $ 734,824
                                          =========      =========
 
  LIABILITIES AND SHAREHOLDERS' EQUITY
 
Debt....................................  $ 318,419      $ 289,339
 
Accounts Payable and Accrued Expenses...     18,863         30,880
 
Other...................................      2,878          3,006
                                          ---------      ---------
        Total...........................    340,160        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: 26,547 in 1996 and 26,546                            
 in 1995................................        796            796 
 
Capital surplus.........................    406,797        410,803
                                          ---------      ---------
Shareholders' equity....................    407,593        411,599
                                          ---------      ---------
         Total..........................  $ 747,753      $ 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>
 
                                           Three Months Ended
                                               March 31,
                                          --------------------
                                            1996       1995
                                          ---------  ---------
 
Cash Flows from Operating Activities:
 
<S>                                       <C>        <C>
 Net income.............................  $ 12,625   $ 11,364
 Adjustments to reconcile net income to
  net cash provided by operating
  activities:
      Depreciation and amortization.....     8,091      7,027
      Equity in earnings of real estate
       joint ventures and partnerships..      (404)      (384)
      Gain on sales of property.........      (496)      (141)
      Amortization of direct financing                        
       leases...........................       180        171 
      Changes in accrued rents and                            
       accounts receivable..............     4,953      6,225 
      Changes in other assets...........      (990)    (1,345)
      Changes in accounts payable and                          
       accrued expenses.................   (11,960)   (11,107) 
      Other, net........................        15         18
                                          --------   --------
         Net cash provided by operating                       
          activities....................    12,014     11,828 
                                          --------   -------- 
 
Cash Flows from Investing Activities:
 Investment in properties...............   (25,362)   (19,622)
 Mortgage bonds and notes receivable:
      Advances..........................      (487)    (1,455)
      Collections.......................       151        239
 Proceeds from sales of property........       486        184
 Real estate joint ventures and
  partnerships:
      Investments.......................       (24)       (26)
      Distributions.....................       351        245
 Other..................................       621        624
                                          --------   --------
         Net cash used in investing                            
          activities....................   (24,264)   (19,811) 
                                          --------   --------  
 
Cash Flows from Financing Activities:
 Proceeds from issuance of:
      Debt..............................    29,529     24,000
      Common shares of beneficial                  
       interest.........................        29
 Principal payments of debt.............      (303)      (369)
 Dividends paid.........................   (16,459)   (15,821)
 Other..................................       (26)      (101)
                                          --------   --------
         Net cash provided by financing                       
          activities....................    12,770      7,709 
                                          --------   -------- 
Net increase (decrease) in cash and                            
 cash equivalents.......................       261       (274) 
                                          --------   --------  
 
Cash and cash equivalents at January 1..     3,355      3,295
                                          --------   --------
Cash and cash equivalents at March 31...  $  3,616   $  3,021
                                          ========   ========
 
</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:

                                                                   
      <TABLE>                                                           
      <CAPTION>                                                         
                                                                        
                                                March 31,  December 31, 
                                                  1996         1995     
                                                ---------  ------------ 
      <S>                                       <C>        <C>          
      Fixed-rate debt payable to 2015 at 6.0%                           
       to 10.5%...............................   $189,137      $189,413 
      Notes payable under revolving credit                              
        agreement.............................    103,000        73,500 
      Reverse repurchase agreements, due daily                          
        and collateralized by $15.6 million                             
        of marketable debt securities.........     11,900        11,900 
      Industrial revenue bonds to 2014 at 4.0%                          
        to 6.6% at March 31, 1996.............      7,641         7,669 
      Obligations under capital leases........      5,857         6,001 
      Other...................................        884           856 
                                                 --------      -------- 
              Total...........................   $318,419      $289,339 
                                                 ========      ======== 
      </TABLE>                                                           

      At March 31, 1996, the variable interest rates for notes payable under the
      revolving credit agreement and the reverse repurchase agreements were 6.1%
      and 5.6%, respectively.  The weighted average interest rate for the
      Company's short-term debt for the period ended March 31, 1996 was 6.1%.

                                       5
<PAGE>
 
   The Company's debt can be summarized as follows:

<TABLE>
<CAPTION>
 
                                          March 31,  December 31,
                                            1996         1995
                                          ---------  ------------
<S>                                       <C>        <C>
   As to interest rate:
    Fixed-rate debt (including amounts                            
     fixed through interest rate swaps).   $229,718      $229,994 
    Variable-rate debt..................     88,701        59,345
                                           --------      --------
        Total...........................   $318,419      $289,339
                                           ========      ========
   As to collateralization:
    Secured debt........................   $ 86,685      $ 87,133
    Unsecured debt......................    231,734       202,206
                                           --------      --------
        Total...........................   $318,419      $289,339
                                           ========      ========
 
</TABLE>

4. PROPERTY

   The Company's property consists of the following:

<TABLE>
<CAPTION>
 
                                          March 31,  December 31,
                                            1996         1995
                                          ---------  ------------
<S>                                       <C>        <C>
   Land.................................   $156,987      $151,985
   Land under development...............     39,281        40,464
   Buildings and improvements...........    658,966       636,601
   Construction in-progress.............     10,479        11,648
   Property under direct financing                                
    leases..............................      9,016         9,196 
                                           --------      -------- 
      Total.............................   $874,729      $849,894
                                           ========      ========
</TABLE>

5. CARRYING CHARGES CAPITALIZED

   During the periods shown, the following carrying charges were capitalized:

<TABLE>
<CAPTION>
 
 
                       1996    1995
                      ------  ------
<S>                    <C>    <C>
   Interest..........  $ 427  $ 784
   Ad valorem taxes..    119    122
                      ------  ------
      Total..........  $ 546  $ 906
                      ======  ======
</TABLE>

                                       6
<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 154 anchored shopping centers, 17
industrial properties, two multi-family residential projects, and one office
building at March 31, 1996.  Of the Company's 174 developed properties, 134 are
located in Texas (including 84 in Houston and Harris County).  The Company's
remaining properties are located in Louisiana (10), Arizona (6), Arkansas (6),
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 this quarter, the Company renewed or released 354,000 square feet of
retail space comprising 108 leases.  Net of capital costs for tenant
improvements, rental rates increased an average of 12.3% over the rates charged
to the prior tenants.  Retail sales on the same store basis as reported by the
Company's tenants for the year ended December 31, 1995 were up 2%, with
supermarket operators up nearly 3% as compared to the prior year.   Occupancy as
of March 31, 1996 for shopping centers and the total portfolio stands at 92%,
unchanged from year end and the first quarter of the prior year.

Acquisitions added 368,000 square feet to the Company's portfolio during the
first quarter of 1996 at a combined cost of $17.8 million.  A 135,000 square
foot  shopping center located in a suburb of Kansas City was purchased in March,
the Company's second center in this market.  The Company purchased a 166,000
square foot center in Flagstaff, Arizona, its first center in this market and
its sixth center in Arizona.  A 67,000 square foot center was purchased in
Houston.  Subsequent to quarter-end, the Company closed its third acquisition in
Kansas City, a 135,000 square foot center costing $7.3 million.  Presently, five
additional properties totaling 500,000 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 begun construction of a new 30,000 square foot
shopping center, which will open in the second quarter of 1996.

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 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 $20.2 million for the first quarter of 1996,
as compared to $18.2 million for the same period of 1995.  Of this increase, $.3
million was non-recurring income.  The remainder of the increase  related
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
retail properties.

                                       7
<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 $12.0 million for the first three months of 1996, from $11.8
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 this 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 first quarters of 1996 and
1995, respectively.

The Company's capital structure at March 31, 1996 remained very strong.  The
debt to total market capitalization of 25% at March 31, 1996 was up slightly
from 22% at December 31, 1995, but still well below the average of over 40% for
all equity REITs.  Total debt outstanding increased to $318.4 million at
quarter-end from $289.3 million at December 31, 1995.  This increase was
primarily due to the previously mentioned acquisitions in March of 1996 and, to
a lesser degree, the Company's ongoing development efforts.  These capital needs
were financed under the Company's revolving credit facility.

The Company has protection against interest rate increases through fixed-rate
loans and interest rate swap agreements on $229.7 million of the total debt
outstanding at March 31, 1996.   For the quarter ended March 31, 1996, total
debt costs averaged 7.4% as compared to 7.3% for the same period of the prior
year. This minimal increase is a result of slight increases in market interest
rates over the last 12 months and the effect of the conversion of $116.5 million
of lower cost variable-rate debt to fixed-rate Medium Term Notes at an average
rate of 7.1%.

RESULTS OF OPERATIONS
QUARTER ENDED MARCH 31, 1996

Net income increased to $12.7 million, or $.48 per share, from $11.4 million, or
$.43 per share, for the first quarter of 1996 as compared with the same quarter
of 1995, an increase of 11.6% on a per share basis.  Of this increase, $.3
million, or $.01 per share, represents the impact of non-recurring income
items.  The remainder of the increase relates primarily to the Company's
acquisitions and new developments during the past 12 months.

Rental revenues were $35.0 million for 1996, as compared to $29.7 million for
1995, representing an increase of approximately $5.3 million or 17.8%.  This
increase relates primarily to acquisitions and new development and, to a lesser
degree, the activity at the Company's existing retail properties.

Interest income decreased from $1.5 million in 1995 to $.9 million in 1996 due
primarily to the sale of $31.8 million of marketable debt securities in November
of 1995.

Interest expense increased $1.6 million to $5.0 million in 1996, from $3.4
million in 1995.  This increase was due to an increase in average debt
outstanding between periods, from $235.3 million in 1995 to $293.4 million in
1996, and a slight increase in the average interest rate during the quarter from
7.3% in 1995 to 7.4% in 1996.  Also contributing to the increase was a reduction
in construction activity at two of the Company's significant new development
projects, resulting in a decrease in the amount of interest capitalized from $.8
million in 1995 to $.4 million in 1996.

                                       8
<PAGE>
 
The increase in the gain on sale of property from $.1 million in 1995 to to $.5
million in 1996 is due to the receipt in 1996 of insurance proceeds from a fire
which destroyed a part of a shopping center which the Company elected not to
rebuild.

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.

                                       9
<PAGE>
 
                                    PART II
                               OTHER INFORMATION

ITEM 1. THROUGH 3. - NONE

ITEM 4.  SUBMISSION OF MATTERS TO VOTE OF SECURITY HOLDERS

      At the regular Annual Meeting of Shareholders of Weingarten Realty
      Investors held on May 2, 1996, the following matters were submitted to a
      vote of security holders:

      (a)  The election of the following trust managers to serve until the next
           Annual Meeting of Shareholders or until their successors have been
           elected and qualified:  Stanford Alexander, Andrew M. Alexander,
           Martin Debrovner, Melvin A. Dow, Stephen A. Lasher, Joseph W.
           Robertson, Jr., Douglas W. Schnitzer, Marc J. Shapiro and J. T.
           Trotter.

           APPROVED  -  21,988,222 shares were voted in favor and 60,075
                        shares were withheld.

      (b)  Ratification of the appointment of Deloitte & Touche LLP, independent
           certified public accountants, as the Company's auditors for the year
           ending December 31, 1996.

           APPROVED  -  21,878,398 shares were voted in favor, 131,920 shares
                        were voted against and 37,979 shares abstained from
                        voting.

      (c)  The amendment of the 1993 Incentive Share Plan of the Company to
           increase the number of shares available thereunder from 500,000 to
           1,000,000.

           APPROVED  - 19,635,242 shares were voted in favor, 2,168,860
                       shares were voted against and 264,195 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)

             (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.

                                       10
<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:  May 7, 1996

                                       11

<PAGE>
 
                                                                      EXHIBIT 11

                          WEINGARTEN REALTY INVESTORS
                    COMPUTATION OF EARNINGS PER COMMON SHARE
                (AMOUNTS IN THOUSANDS, EXCEPT PER SHARE AMOUNTS)

<TABLE>
<CAPTION>
 
 
                                          Three Months Ended
                                              March 31,
                                          ------------------
                                            1996      1995
                                          --------  --------
 
SIMPLE EARNINGS PER SHARE:
<S>                                       <C>       <C>
  Weighted Average Common Shares                             
   Outstanding..........................    26,547    26,368 
                                           =======   ======= 
    Simple Earnings Per share...........   $   .48   $   .43
                                           =======   =======
PRIMARY EARNINGS PER SHARE (NOTE A):
  Weighted Average Common Shares                             
   Outstanding..........................    26,547    26,368 
  Shares Issuable from Assumed
   Conversion of Common Share Options
   Granted and Outstanding..............        45        12
                                           -------   ------- 
  Weighted Average Common Shares                             
   Outstanding, as Adjusted.............    26,592    26,380 
                                           =======   ======= 
    Primary Earnings Per Share..........   $   .47   $   .43
                                           =======   =======
 
FULLY DILUTED EARNINGS PER SHARE (NOTE A):
 Weighted Average Common Shares                             
   Outstanding..........................    26,547    26,368 
 Shares Issuable from Assumed Conversion
   of Common Share Options Granted and
   Outstanding..........................        45        12
                                           -------   ------- 
  Weighted Average Common Shares                             
   Outstanding, as Adjusted.............    26,592    26,380 
                                           =======   ======= 
    Fully Diluted Earnings Per Share....   $   .47   $   .43
                                           =======   =======
 
EARNINGS FOR SIMPLE, PRIMARY AND FULLY
 DILUTED COMPUTATION:
  Earnings..............................   $12,625   $11,364
                                           =======   =======
</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%.

<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 Ended
                                               March 31,
                                        ---------------------
                                           1996       1995
                                        ---------  ----------
  
 
<S>                                       <C>        <C>
Net income..............................   $12,625    $11,364

Add:
Portion of rents representative of the    
 interest factor........................       154        164
Interest on indebtedness................     5,011      3,414
Amortization of debt cost...............        69         31
                                           -------    -------
  Net income as adjusted................   $17,859    $14,973
                                           =======    =======
Fixed charges:
Interest on indebtedness................   $ 5,011    $ 3,414
Capitalized interest....................       427        784
Amortization of debt cost...............        69         31
Portion of rents representative of the                        
 interest factor........................       154        164 
                                           -------    ------- 
  Fixed charges.........................   $ 5,661    $ 4,393
                                           =======    =======
RATIO OF EARNINGS TO FIXED CHARGES......      3.15       3.41
                                           =======    =======
Net income..............................   $12,625    $11,364
Depreciation and amortization...........     8,022      6,997
Gain on sales of property...............      (496)      (141)
                                           -------    -------
  Funds from operations.................    20,151     18,220
Interest on indebtedness................     5,011      3,414
                                           -------    -------
  Funds from operations (as adjusted)...   $25,162    $21,634
                                           =======    =======
 RATIO OF FUNDS FROM OPERATIONS TO FIXED  
  CHARGES...............................      4.44       4.92
                                           =======    ======= 
</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 MARCH 31, 1996.
</LEGEND>
<MULTIPLIER> 1,000
       
<S>                             <C>
<PERIOD-TYPE>                   3-MOS
<FISCAL-YEAR-END>                          DEC-31-1996
<PERIOD-END>                               MAR-31-1996
<CASH>                                           3,616
<SECURITIES>                                    15,648
<RECEIVABLES>                                    9,784
<ALLOWANCES>                                     1,321
<INVENTORY>                                          0
<CURRENT-ASSETS>                                     0
<PP&E>                                         874,729
<DEPRECIATION>                                 223,371
<TOTAL-ASSETS>                                 747,753
<CURRENT-LIABILITIES>                                0
<BONDS>                                              0
                                0
                                          0
<COMMON>                                           796
<OTHER-SE>                                     406,797
<TOTAL-LIABILITY-AND-EQUITY>                   747,753
<SALES>                                              0
<TOTAL-REVENUES>                                36,762
<CGS>                                                0
<TOTAL-COSTS>                                   10,164
<OTHER-EXPENSES>                                 9,458
<LOSS-PROVISION>                                     0
<INTEREST-EXPENSE>                               5,011
<INCOME-PRETAX>                                 12,129
<INCOME-TAX>                                         0
<INCOME-CONTINUING>                             12,129
<DISCONTINUED>                                       0
<EXTRAORDINARY>                                      0
<CHANGES>                                            0
<NET-INCOME>                                    12,625
<EPS-PRIMARY>                                      .48
<EPS-DILUTED>                                      .47
        

</TABLE>


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