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, 1997
--------------
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 April 25, 1997, there
were 26,633,573 common shares of beneficial interest of Weingarten Realty
Investors, $.03 par value, outstanding.
<PAGE>
PART 1
FINANCIAL INFORMATION
ITEM 1. CONSOLIDATED FINANCIAL STATEMENTS
<TABLE>
<CAPTION>
WEINGARTEN REALTY INVESTORS
STATEMENTS OF CONSOLIDATED INCOME
(UNAUDITED)
(AMOUNTS IN THOUSANDS, EXCEPT PER SHARE AMOUNTS)
Three Months Ended
March 31,
----------
1997 1996
------- -------
<S> <C> <C>
Revenues:
Rentals $40,267 $34,970
Interest:
Securities and Other . . . . . . . . . . . . . . . 290 458
Affiliates . . . . . . . . . . . . . . . . . . . . 361 416
Equity in earnings of real estate joint ventures and
partnerships . . . . . . . . . . . . . . . . . . . 244 404
Other. . . . . . . . . . . . . . . . . . . . . . . . 511 514
------- -------
Total . . . . . . . . . . . . . . . . . . . . . 41,673 36,762
------- -------
Expenses:
Depreciation and amortization. . . . . . . . . . . . 9,303 8,091
Interest . . . . . . . . . . . . . . . . . . . . . . 6,898 5,011
Operating. . . . . . . . . . . . . . . . . . . . . . 6,006 5,383
Ad valorem taxes . . . . . . . . . . . . . . . . . . 5,337 4,781
General and administrative . . . . . . . . . . . . . 1,402 1,367
------- -------
Total . . . . . . . . . . . . . . . . . . . . . 28,946 24,633
------- -------
Income from Operations . . . . . . . . . . . . . . . . 12,727 12,129
Gain on sales of property. . . . . . . . . . . . . . . 49 496
------- -------
Net Income . . . . . . . . . . . . . . . . . . . . . . $12,776 $12,625
======= =======
Net Income Per Common Share. . . . . . . . . . . . . . $ .48 $ .48
======= =======
Cash Dividends Declared Per Common Share . . . . . . . $ .64 $ .62
======= =======
Weighted Average Number of Common Shares . . . . . . . 26,598 26,547
======= =======
</TABLE>
See notes to consolidated financial statements.
<PAGE>
<TABLE>
<CAPTION>
WEINGARTEN REALTY INVESTORS
CONSOLIDATED BALANCE SHEETS
(AMOUNTS IN THOUSANDS, EXCEPT PER SHARE AMOUNTS)
March 31, December 31,
1997 1996
----------- --------------
(unaudited)
ASSETS
<S> <C> <C>
Property . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . $ 985,165 $ 970,418
Accumulated Depreciation . . . . . . . . . . . . . . . . . . . . . . . . (241,073) (233,514)
----------- --------------
Property - net . . . . . . . . . . . . . . . . . . . . . . . . . . 744,092 736,904
Investment in Real Estate Joint Ventures and Partnerships. . . . . . . . 7,233 7,282
----------- --------------
Total . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 751,325 744,186
Mortgage Bonds and Notes Receivable from:
Affiliate (net of deferred gain of $4,487 in 1997 and 1996 . . . . 14,789 14,550
Real Estate Joint Ventures and Partnerships. . . . . . . . . . . . 15,591 15,235
Marketable Debt Securities . . . . . . . . . . . . . . . . . . . . . . . 13,300 13,806
Unamortized Debt and Lease Costs . . . . . . . . . . . . . . . . . . . . 23,579 23,411
Accrued Rent and Accounts Receivable (net of allowance for doubtful
accounts of $1,523 in 1997 and $1,236 in 1996) . . . . . . . . . . . . 7,164 13,164
Cash and Cash Equivalents. . . . . . . . . . . . . . . . . . . . . . . . 1,242 169
Other. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 6,028 6,576
----------- --------------
Total . . . . . . . . . . . . . . . . . . . . . . . . . . $ 833,018 $ 831,097
=========== ==============
LIABILITIES AND SHAREHOLDERS' EQUITY
Debt . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . $ 405,223 $ 389,225
Accounts Payable and Accrued Expenses. . . . . . . . . . . . . . . . . . 25,555 36,949
Other. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 4,683 3,925
----------- --------------
Total. . . . . . . . . . . . . . . . . . . . . . . . . . . . . 435,461 430,099
----------- --------------
Shareholders' Equity:
Preferred Shares of Beneficial Interest - par value, $.03 per share;
shares authorized: 10,000; shares issued and outstanding: none
Common Shares of Beneficial Interest - par value, $.03 per share;
shares authorized: 150,000; shares issued and outstanding:
26,634 in 1997 and 26,576 in 1996 . . . . . . . . . . . . . . . 799 797
Capital surplus. . . . . . . . . . . . . . . . . . . . . . . . . . . . 396,758 400,201
----------- --------------
Shareholders' equity . . . . . . . . . . . . . . . . . . . . . . . . . 397,557 400,998
----------- --------------
Total . . . . . . . . . . . . . . . . . . . . . . . . . . $ 833,018 $ 831,097
=========== ==============
</TABLE>
See notes to consolidated financial statements.
<PAGE>
<TABLE>
<CAPTION>
WEINGARTEN REALTY INVESTORS
STATEMENTS OF CONSOLIDATED CASH FLOWS
(UNAUDITED)
(AMOUNTS IN THOUSANDS)
Three Months Ended
March 31,
---------
1997 1996
--------- ---------
<S> <C> <C>
Cash Flows from Operating Activities:
Net income . . . . . . . . . . . . . . . . . . . . . . . . . . . . $ 12,776 $ 12,625
Adjustments to reconcile net income to net cash provided by
operating activities:
Depreciation and amortization. . . . . . . . . . . . . . 9,303 8,091
Equity in earnings of real estate joint ventures and
partnerships. . . . . . . . . . . . . . . . . . . . . (244) (404)
Gain on sales of property. . . . . . . . . . . . . . . . (49) (496)
Amortization of direct financing leases. . . . . . . . . 256 180
Changes in accrued rents and accounts receivable . . . . 5,754 4,953
Changes in other assets. . . . . . . . . . . . . . . . . (1,411) (990)
Changes in accounts payable and accrued expenses . . . . (9,779) (11,960)
Other, net . . . . . . . . . . . . . . . . . . . . . . . 38 15
--------- ---------
Net cash provided by operating activities . . . . . 16,644 12,014
--------- ---------
Cash Flows from Investing Activities:
Investment in properties . . . . . . . . . . . . . . . . . . . . . (15,769) (25,362)
Mortgage bonds and notes receivable:
Advances . . . . . . . . . . . . . . . . . . . . . . . . (704) (487)
Collections. . . . . . . . . . . . . . . . . . . . . . . 420 151
Proceeds from sales and disposition of property. . . . . . . . . . 486
Real estate joint ventures and partnerships:
Investments. . . . . . . . . . . . . . . . . . . . . . . (23) (24)
Distributions. . . . . . . . . . . . . . . . . . . . . . 130 351
Other, net . . . . . . . . . . . . . . . . . . . . . . . . . . . . 579 362
--------- ---------
Net cash used in investing activities . . . . . . . (15,367) (24,523)
--------- ---------
Cash Flows from Financing Activities:
Proceeds from issuance of:
Debt . . . . . . . . . . . . . . . . . . . . . . . . . . 17,415 29,529
Common shares of beneficial interest . . . . . . . . . . 871 29
Principal payments of debt . . . . . . . . . . . . . . . . . . . . (1,417) (303)
Dividends paid . . . . . . . . . . . . . . . . . . . . . . . . . . (17,027) (16,459)
Other. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . (46) (26)
--------- ---------
Net cash (used in) provided by financing activities (204) 12,770
--------- ---------
Net increase in cash and cash equivalents . . . . . . . . . . . . . . . 1,073 261
Cash and cash equivalents at January 1. . . . . . . . . . . . . . . . . 169 3,355
--------- ---------
Cash and cash equivalents at March 31 . . . . . . . . . . . . . . . . . $ 1,242 $ 3,616
========= =========
</TABLE>
See notes to consolidated financial statements.
<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, 1996. 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 for the Company's fiscal year ending December 31, 1997, the Company
will be required to adopt Statement of Financial Accounting Standards No. 128,
"Earnings per Share". The adoption of this pronouncement is not expected to
have a material effect on the Company's earnings per share.
3. DEBT
The Company's debt consists of the following:
<TABLE>
<CAPTION>
March 31, December 31,
1997 1996
---------- -------------
<S> <C> <C>
Fixed-rate debt payable to 2015 at 6.0% to 10.5% . . $ 266,510 $ 266,810
Notes payable under revolving credit agreements. . . 104,535 87,120
Repurchase agreements, due daily and collateralized
by $13.3 million of marketable debt securities . . . 12,871 13,475
Industrial revenue bonds to 2015 at 4.0% to 6.8%
at March 31, 1997. . . . . . . . . . . . . . . . . . 7,528 7,558
Obligations under capital leases . . . . . . . . . . 12,467 12,467
Other. . . . . . . . . . . . . . . . . . . . . . . . 1,312 1,795
---------- -------------
Total. . . . . . . . . . . . . . . . . . . . . . . . $ 405,223 $ 389,225
========== =============
</TABLE>
At March 31, 1997, the variable interest rate for notes payable under the $200
million revolving credit agreement, including the cost of the related
commitment fee, was 6.5% and the variable interest rates under the $20 million
revolving credit agreement and the repurchase agreements were 6.6% and 6.4%,
respectively.
<PAGE>
The Company's debt can be summarized as follows:
<TABLE>
<CAPTION>
March 31, December 31,
1997 1996
---------- -------------
<S> <C> <C>
As to interest rate:
Fixed-rate debt (including amounts fixed
through interest rate swaps). . . . . . . $ 306,554 $ 306,853
Variable-rate debt. . . . . . . . . . . . 98,669 82,372
---------- -------------
Total $ 405,223 $ 389,225
========== =============
As to collateralization:
Secured debt. . . . . . . . . . . . . . . $ 91,005 $ 91,334
Unsecured debt. . . . . . . . . . . . . . 314,218 297,891
---------- -------------
Total . . . . . . . . . . . . . . . . . . $ 405,223 $ 389,225
========== =============
</TABLE>
4. PROPERTY
The Company's property consists of the following:
<TABLE>
<CAPTION>
March 31, December 31,
1997 1996
---------- -------------
<S> <C> <C>
Land $ 185,899 $ 183,431
Land under development . . . . . . . . 33,185 33,140
Buildings and improvements . . . . . . 753,287 743,688
Construction in-progress . . . . . . . 4,788 1,897
Property under direct financing leases 8,006 8,262
---------- -------------
Total $ 985,165 $ 970,418
========== =============
</TABLE>
5. CARRYING CHARGES CAPITALIZED
During the periods shown, the following carrying charges were capitalized:
<TABLE>
<CAPTION>
Three Months Ended
March 31,
---------
1997 1996
----- -----
<S> <C> <C>
Interest $ 125 $ 427
Ad valorem taxes 8 119
----- -----
Total $ 133 $ 546
===== =====
</TABLE>
<PAGE>
PART I
FINANCIAL INFORMATION
ITEM 7. MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND
RESULTS OF OPERATIONS
The following discussion should be read in conjunction with the consolidated
financial statements and notes thereto and the comparative summary of selected
financial data appearing elsewhere in this report. Historical results and
trends which might appear should not be taken as indicative of future
operations.
Weingarten Realty Investors owned and operated 161 anchored shopping centers,
20 industrial properties, one multi-family residential project and one office
building at March 31, 1997. Of the Company's 183 developed properties, 141
are located in Texas (including 89 in Houston and Harris County). The
Company's remaining properties are located in Louisiana (11), Arizona (7),
Arkansas (5), New Mexico (5), Oklahoma (4), Nevada (4), Kansas (2), Colorado
(1), Missouri (1), Maine (1) and Tennessee (1). The Company has nearly 3,200
leases and 2,400 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 supermarkets, drugstores and other retailers which generally sell
basic necessity-type items.
CAPITAL RESOURCES AND LIQUIDITY
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 $16.6 million for the first three months
of 1997, from $12.0 million for the same period of 1996, 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 $.62 to $.64, effective this first quarter of
1997. The percentage of funds from operations paid out in cash dividends, or
dividend payout ratio, was 78% and 82% for the first quarters of 1997 and
1996, respectively.
The Company added 138,000 square feet to its shopping center portfolio during
the first quarter of 1997 at a combined cost of $7.6 million. This growth
resulted primarily from the acquisition of a 116,000 square foot shopping
center located in Fort Worth, Texas, the Company's initial entry in this
market. Additionally, in connection with the acquisition of a shopping
center in Sugar Land, Texas in December 1996, the Company is obligated to fund
additional payments to the seller upon the execution of new leases at the
property and satisfaction of other conditions. Additional payments funded
during the first quarter of 1997 totaled $3.1 million, adding 22,000 square
feet to the Company's portfolio. During the first quarter the Company also
purchased a 7.7 acre tract of undeveloped land in McKinney, Texas, a suburb
of Dallas. The Company plans to develop a 34,000 square foot shopping center
on this property. Subsequent to quarter-end, the Company invested an
additional $6.1 million in acquiring a 71,000 square foot shopping center in
Arizona and funding the additional payments at the Sugar Land shopping center
mentioned above. The company expects to fund an additional $7.0 million for
the Sugar Land center over the next two quarters. Presently, nine additional
properties totaling 1.3 million square feet are under contract or letter of
intent, however there is no assurance that these transactions will be
completed.
Debt to total market capitalization at March 31, 1997 was 26% as compared to
27% at December 31, 1996. Total debt outstanding increased to $405.2 million
at quarter end from $389.2 at December 31, 1996. This increase was primarily
due to the previously mentioned acquisitions in the first quarter of this year
and, to a lesser degree, the Company's ongoing redevelopment efforts. These
capital needs were financed under the Company's revolving credit facility.
<PAGE>
At quarter end, the Company has protection against interest rate increases
through fixed-rate loans and interest rate swap agreements on $306.6 million
of the total debt outstanding at March 31, 1997. For the quarter ended March
31, 1997, the Company's average interest rate was 7.2% as compared to 7.4% for
the same period of the prior year. This decrease is primarily a result of
overall decreases in market interest rates over the last twelve months.
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 $21.9 million for the first quarter of
1997, as compared to $20.2 million for the same period of 1996. This increase
relates primarily to the impact of the Company's acquisitions and, to a lesser
degree, new development and activity at its existing properties.
RESULTS OF OPERATIONS
Net income increased to $12.8 million, or $.48 per share, from $12.6 million,
or $.48 per share, for the first quarter of 1997 as compared with the same
quarter of 1996. This increase is due primarily to the Company's acquisitions
and new developments during the past twelve months offset by a $.5 million
gain recognized in the first quarter of 1996. Included in both periods is
$.01 per share of non-recurring income items.
Rental revenues were $40.3 million for 1996, as compared to $35.0 million for
1996, representing an increase of approximately $5.3 million or 15.1%. This
increase relates primarily to acquisitions and, to a lesser degree, new
development and activity at the Company's existing retail properties.
Occupancy of the Company's total portfolio increased to 92.7% at March 31,
1997 from 92.3% at the end of the first quarter of the prior year and was down
slightly from 93.0% at year end 1996. During the first quarter of 1997 the
Company completed 126 renewals or leases comprising .6 million square feet of
space. Rental rates increased an average of 7.9% over the rates charged to
the prior tenants. Net of capital costs for tenant improvements, the increase
averaged 4.6%. Retail sales on a same store basis increased by 1.5% based on
sales reported during the last twelve months, with supermarkets and drug
stores up over 2%.
Interest expense, net of amounts capitalized, increased to $6.9 million for
1997 from $5.0 million in 1996. This increase was due mainly to the increase
in the average debt outstanding between periods, from $293.4 million for 1996
to $389.3 million for 1997, partially offset by a decrease in the average
interest rate between periods, from 7.4% in 1996 to 7.2% in 1997 and a
decrease in interest capitalization from $.4 million in 1996 to $.1 million in
1997 as a result of the completion in 1996 of two of the Company's significant
development projects.
The gain on sale of property and securities of $.5 million in 1996 is due
primarily to the receipt of insurance proceeds from a fire which destroyed a
part of a shopping center which the Company elected not to rebuild. No
significant gain was recognized during the first quarter of 1997.
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.
<PAGE>
PART II
OTHER INFORMATION
ITEM 4. SUBMISSION OF MATTERS TO VOTE OF SECURITY HOLDERS
At the regular Annual Meeting of Shareholders of Weingarten Realty
Investors held on April 29, 1997, 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, Robert W. Cruikshank, Martin Debrovner, Melvin A.
Dow, Stephen A. Lasher, Joseph W. Robertson, Jr., Douglas W.
Schnitzer, Marc J. Shapiro and J. T. Trotter.
APPROVED - 24,350,125 shares were voted in favor, 9,816 shares were
withheld and 78,418 shares abstained from voting.
(b) Ratification of the appointment of Deloitte & Touche LLP,
independent certified public accountants, as the Company's
auditors for the year ending December 31, 1997.
APPROVED - 24,374,975 shares were voted in favor, 21,059 shares were
voted against and 42,324 shares abstained from voting.
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.
<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
Senior Vice President/Financial
Administration and Treasurer
(Principal Accounting Officer)
DATE: April 30, 1997
----------------
EXHIBIT 11
<TABLE>
<CAPTION>
WEINGARTEN REALTY INVESTORS
COMPUTATION OF EARNINGS PER COMMON SHARE
(AMOUNTS IN THOUSANDS, EXCEPT PER SHARE AMOUNTS)
Three Months Ended
March 31,
1997 1996
------- -------
<S> <C> <C>
SIMPLE EARNINGS PER SHARE:
Weighted Average Common Shares Outstanding. . . . . . . 26,598 26,547
======= =======
Simple Earnings Per Share . . . . . . . . . . . . . $ .48 $ .48
======= =======
PRIMARY EARNINGS PER SHARE (NOTE A):
Weighted Average Common Shares Outstanding. . . . . . . 26,598 26,547
Shares Issuable from Assumed Conversion of
Common Share Options Granted and Outstanding. . . . 141 45
------- -------
Weighted Average Common Shares Outstanding, as Adjusted 26,739 26,592
======= =======
Primary Earnings Per Share. . . . . . . . . . . . . $ .48 $ .47
======= =======
FULLY DILUTED EARNINGS PER SHARE (NOTE A):
Weighted Average Common Shares Outstanding. . . . . . . 26,598 26,547
Shares Issuable from Assumed Conversion of
Common Share Options Granted and Outstanding. . . . 141 45
------- -------
Weighted Average Common Shares Outstanding, as Adjusted 26,739 26,592
======= =======
Fully Diluted Earnings Per Share. . . . . . . . . . $ .48 $ .47
======= =======
EARNINGS FOR SIMPLE, PRIMARY AND FULLY
DILUTED COMPUTATION:
Earnings. . . . . . . . . . . . . . . . . . . . . . . . $12,776 $12,625
======= =======
<FN>
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. 15because it results in dilution of less than 3%.
</TABLE>
EXHIBIT 12
<TABLE>
<CAPTION>
WEINGARTEN REALTY INVESTORS
COMPUTATION OF RATIOS OF EARNINGS
AND FUNDS FROM OPERATIONS TO FIXED CHARGES
(DOLLAR AMOUNTS IN THOUSANDS)
Three Months Ended
March 31,
---------
1997 1996
-------- --------
<S> <C> <C>
Net income . . . . . . . . . . . . . . . . . . . . . . $12,776 $12,625
Add:
Portion of rents representative of the interest factor 162 154
Interest on indebtedness . . . . . . . . . . . . . . . 6,898 5,011
Amortization of debt cost. . . . . . . . . . . . . . . 110 69
-------- --------
Net income as adjusted . . . . . . . . . . . . . . $19,946 $17,859
======== ========
Fixed charges:
Interest on indebtedness . . . . . . . . . . . . . . . $ 6,898 $ 5,011
Capitalized interest . . . . . . . . . . . . . . . . . 125 427
Amortization of debt cost. . . . . . . . . . . . . . . 110 69
Portion of rents representative of the interest factor 162 154
-------- --------
Fixed charges. . . . . . . . . . . . . . . . . . . $ 7,295 $ 5,661
======== ========
RATIO OF EARNINGS TO FIXED CHARGES 2.73 3.15
======== ========
Net income . . . . . . . . . . . . . . . . . . . . . . $12,776 $12,625
Depreciation and amortization. . . . . . . . . . . . . 9,193 8,022
Gain on sales of property. . . . . . . . . . . . . . . (49) (496)
-------- --------
Funds from operations. . . . . . . . . . . . . . . 21,920 20,151
Add:
Portion of rents representative of the interest factor 162 154
Interest on indebtedness . . . . . . . . . . . . . . . 6,898 5,011
Amortization of debt cost. . . . . . . . . . . . . . . 110 69
-------- --------
Funds from operations as adjusted. . . . . . . . . $29,090 $25,385
======== ========
RATIO OF FUNDS FROM OPERATIONS TO FIXED CHARGES. . . . 3.99 4.48
======== ========
</TABLE>
<TABLE> <S> <C>
<ARTICLE> 5
<LEGEND>
THIS SCHEDULE CONTAINS SUMMARY FINANCIAL INFORMATION EXTRACTED FROM
WEINGARTEN REALTY INVESTORS' QUARTERLY REPORT FOR THE PERIOD ENDED MARCH
31, 1997.
</LEGEND>
<MULTIPLIER> 1,000
<S> <C>
<PERIOD-TYPE> 3-MOS
<FISCAL-YEAR-END> DEC-31-1997
<PERIOD-START> JAN-01-1997
<PERIOD-END> MAR-31-1997
<CASH> 215
<SECURITIES> 0
<RECEIVABLES> 16,846
<ALLOWANCES> 0
<INVENTORY> 21,326
<CURRENT-ASSETS> 40,033
<PP&E> 11,535
<DEPRECIATION> 0
<TOTAL-ASSETS> 58,226
<CURRENT-LIABILITIES> 25,126
<BONDS> 0
0
0
<COMMON> 9
<OTHER-SE> 9,076
<TOTAL-LIABILITY-AND-EQUITY> 58,226
<SALES> 140,909
<TOTAL-REVENUES> 140,909
<CGS> 108,098
<TOTAL-COSTS> 108,098
<OTHER-EXPENSES> 0
<LOSS-PROVISION> 0
<INTEREST-EXPENSE> 3,108
<INCOME-PRETAX> 13,789
<INCOME-TAX> 5,503
<INCOME-CONTINUING> 8,286
<DISCONTINUED> 0
<EXTRAORDINARY> 973
<CHANGES> 0
<NET-INCOME> 7,313
<EPS-PRIMARY> 1.05
<EPS-DILUTED> 0
</TABLE>
