<PAGE> 1
UNITED STATES SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D. C. 20549
FORM 10-Q
(Mark One)
(X) QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE
SECURITIES EXCHANGE ACT OF 1934
For the quarterly period ended March 31, 1994
OR
( ) TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE
SECURITIES EXCHANGE ACT OF 1934
For the transition period from ___________________ to ___________________
Commission file number 1-9876
WEINGARTEN REALTY INVESTORS
(Exact name of registrant as specified in its charter)
<TABLE>
<S> <C>
TEXAS 74-1464203
- ---------------------------------- ----------------------
(State or other jurisdiction of (I.R.S. Employer
incorporation or organization) Identification No.)
</TABLE>
<TABLE>
<S> <C>
2600 Citadel Plaza Drive, P. O. Box 924133, Houston, Texas 77292-4133
- ---------------------------------------------------------- ----------
(Address of principal executive offices) (Zip Code)
</TABLE>
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 March 31, 1994,
there were 25,975,718 common shares of beneficial interest of Weingarten Realty
Investors, $.03 par value, outstanding.
<PAGE> 2
P A R T 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,
--------------------
1994 1993
-------- --------
<S> <C> <C>
REVENUES:
Rentals . . . . . . . . . . . . . . . . . . . . . . . . . . $26,430 $22,372
Income from direct financing leases . . . . . . . . . . . . 380 450
Interest:
Securities and other . . . . . . . . . . . . . . . . . . 824 74
Affiliate . . . . . . . . . . . . . . . . . . . . . . . . 446 531
Related joint ventures and partnerships . . . . . . . . . 208 278
Other . . . . . . . . . . . . . . . . . . . . . . . . . . . . 601 501
------- -------
Total . . . . . . . . . . . . . . . . . . . . . 28,889 24,206
------- -------
EXPENSES:
Depreciation and amortization . . . . . . . . . . . . . . . 6,255 5,603
Operating . . . . . . . . . . . . . . . . . . . . . . . . . 4,510 3,883
Ad valorem taxes . . . . . . . . . . . . . . . . . . . . . . 3,728 3,230
Interest . . . . . . . . . . . . . . . . . . . . . . . . . 2,258 3,693
General and administrative . . . . . . . . . . . . . . . . . 1,277 1,215
------- -------
Total . . . . . . . . . . . . . . . . . . . . . 18,028 17,624
------- -------
INCOME FROM OPERATIONS . . . . . . . . . . . . . . . . . . . . . 10,861 6,582
GAIN (LOSS) ON SALES OF PROPERTY . . . . . . . . . . . . . . . . (270) 1,164
------- -------
NET INCOME . . . . . . . . . . . . . . . . . . . . . . . . . . . $10,591 $ 7,746
======= =======
NET INCOME PER COMMON SHARE . . . . . . . . . . . . . . . . . . . $ 0.41 $ 0.38
======= =======
CASH DIVIDENDS DECLARED PER COMMON SHARE . . . . . . . . . . . . $ 0.57 $ 0.54
======= =======
WEIGHTED AVERAGE NUMBER OF COMMON SHARES OUTSTANDING . . . . . . 25,974 20,635
====== ======
</TABLE>
See notes to consolidated financial statements.
1
<PAGE> 3
WEINGARTEN REALTY INVESTORS
CONSOLIDATED BALANCE SHEETS
(Amounts in thousands, except per share amounts)
<TABLE>
<CAPTION>
March 31, December 31,
1994 1993
------------- -------------
(Unaudited)
<S> <C> <C>
-ASSETS-
PROPERTY:
Land . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . $112,428 $110,704
Buildings and improvements . . . . . . . . . . . . . . . . . . . 476,565 466,938
Projects under development (including land under
development of $38,505 in 1994 and $38,966 in 1993) . . . . . 50,430 46,737
-------- --------
Total . . . . . . . . . . . . . . . . . . . . . . . 639,423 624,379
Less accumulated depreciation . . . . . . . . . . . . . . . . . 173,830 168,405
-------- --------
Property - net . . . . . . . . . . . . . . . . 465,593 455,974
PROPERTY UNDER DIRECT FINANCING LEASES . . . . . . . . . . . . . . . 10,289 10,435
INVESTMENT IN MORTGAGE BONDS AND NOTES RECEIVABLE
FROM AN AFFILIATE - Net of deferred gain of $16,235 . . . . . . 25,408 24,914
INVESTMENT IN AND NOTES RECEIVABLE FROM JOINT
VENTURES AND PARTNERSHIPS . . . . . . . . . . . . . . . . . . . 20,734 19,632
INVESTMENT IN GOVERNMENT SECURITIES . . . . . . . . . . . . . . . . . 51,071 51,405
ACCRUED RENT AND ACCOUNTS RECEIVABLE - Net of
allowance for doubtful accounts of $666 in 1994
and $938 in 1993 . . . . . . . . . . . . . . . . . . . . . . 7,932 13,880
UNAMORTIZED DEBT AND LEASE COSTS . . . . . . . . . . . . . . . . . . 15,305 15,038
CASH AND CASH EQUIVALENTS . . . . . . . . . . . . . . . . . . . . . . 3,526 3,226
OTHER . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 8,085 7,538
-------- --------
TOTAL . . . . . . . . . . . . . . . . . . . . . $607,943 $602,042
======== ========
-LIABILITIES AND SHAREHOLDERS' EQUITY-
PERMANENT AND INTERIM DEBT . . . . . . . . . . . . . . . . . . . . . $162,569 $141,533
OBLIGATION UNDER CAPITAL LEASES . . . . . . . . . . . . . . . . . . . 6,103 6,119
ACCOUNTS PAYABLE AND ACCRUED EXPENSES . . . . . . . . . . . . . . . . 12,982 22,975
OTHER . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 3,392 4,328
-------- --------
Total . . . . . . . . . . . . . . . . . . . . . . . 185,046 174,955
-------- --------
SHAREHOLDERS' EQUITY:
Preferred shares of beneficial interest-
par value, $0.03 per share; shares authorized:
10,000; shares issued and outstanding: none
Common shares of beneficial interest -
par value, $0.03 per share; shares authorized:
150,000; shares issued and outstanding:
25,977 in 1994 and 25,972 in 1993 . . . . . . . . . . . . . . 779 779
Capital surplus . . . . . . . . . . . . . . . . . . . . . . . . 422,118 426,308
-------- --------
Shareholders' equity . . . . . . . . . . . . . . . . 422,897 427,087
-------- --------
TOTAL . . . . . . . . . . . . . . . . . . . . . $607,943 $602,042
======== ========
</TABLE>
See notes to consolidated financial statements.
2
<PAGE> 4
WEINGARTEN REALTY INVESTORS
STATEMENTS OF CONSOLIDATED CASH FLOWS
(Unaudited)
(Amounts in thousands)
<TABLE>
<CAPTION>
Three Months Ended
March 31,
------------------------------
1994 1993
---------- ----------
<S> <C> <C>
CASH FLOWS FROM OPERATING ACTIVITIES:
Net Income . . . . . . . . . . . . . . . . . . . . . . . . . . . $ 10,591 $ 7,746
Adjustments to reconcile net income to net
cash provided by operating activities:
Depreciation and amortization . . . . . . . . . . . . . . 6,255 5,603
(Gain) loss on sales of property . . . . . . . . . . . . . 270 (1,164)
Amortization of direct financing leases . . . . . . . . . 147 138
Net effect of changes in operating accounts . . . . . . . (6,033) (3,651)
Other, net . . . . . . . . . . . . . . . . . . . . . . . (126) (95)
-------- --------
NET CASH PROVIDED BY OPERATING ACTIVITIES . . . . . . 11,104 8,577
-------- --------
CASH FLOWS FROM INVESTING ACTIVITIES:
Property acquisitions and development . . . . . . . . . . . . . . (16,504) (13,863)
Notes receivable:
Advances . . . . . . . . . . . . . . . . . . . . . . . . . . (2,088) (1,361)
Collections . . . . . . . . . . . . . . . . . . . . . . . . 432 1,426
Purchase of government securities . . . . . . . . . . . . . . . . (64,812)
Proceeds from sale of government securities . . . . . . . . . . . 32,612
Proceeds from sale of property . . . . . . . . . . . . . . . . . 698
Contribution to equity ventures . . . . . . . . . . . . . . . . . (150) (11)
Other . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 597
-------- --------
NET CASH USED IN INVESTING ACTIVITIES . . . . . . . . (17,015) (46,009)
-------- --------
CASH FLOWS FROM FINANCING ACTIVITIES:
Proceeds from issuance of:
Debt . . . . . . . . . . . . . . . . . . . . . . . . . . . . 24,550
Common shares of beneficial interest . . . . . . . . . . . . 61 112,943
Principal payments of debt and capital lease
obligations . . . . . . . . . . . . . . . . . . . . . . . . (3,529) (62,663)
Dividends paid . . . . . . . . . . . . . . . . . . . . . . . . . (14,842) (11,064)
Debt costs incurred . . . . . . . . . . . . . . . . . . . . . . . (29) (54)
-------- --------
NET CASH PROVIDED BY FINANCING ACTIVITIES . . . . . . 6,211 39,162
-------- --------
NET INCREASE IN CASH AND CASH EQUIVALENTS . . . . . . . . . . . . 300 1,730
CASH AND CASH EQUIVALENTS AT JANUARY 1 . . . . . . . . . . . . . 3,226 1,152
-------- --------
CASH AND CASH EQUIVALENTS AT MARCH 31 . . . . . . . . . . . . . . $ 3,526 $ 2,882
======== ========
</TABLE>
See notes to consolidated financial statements.
3
<PAGE> 5
WEINGARTEN REALTY INVESTORS
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
(Unaudited)
(Amounts in thousands, except per share amounts)
1. INTERIM FINANCIAL STATEMENTS
The consolidated financial statements included in this report are
unaudited, except for the balance sheet as of December 31, 1993. In
the opinion of the Registrant, all adjustments necessary for a fair
presentation of such financial statements have been included. Such
adjustments consisted only of normal recurring items. Interim results
are not necessarily indicative of results for a full year.
The consolidated financial statements and notes are presented as
permitted by Form 10-Q, and do not contain certain information
included in the Company's annual financial statements and notes.
2. DEBT
Total debt of the Company is summarized as follows:
<TABLE>
<CAPTION>
Balance, Balance,
March 31, December 31,
1994 1993
------------ ------------
<S> <C> <C>
Permanent Debt:
Permanent trust-deed and mortgage notes
payable to 2012 at 6.0% to 10.5%, primarily
with insurance companies . . . . . . . . . . . . . . . . . . . . . . $ 40,998 $ 41,066
Revolving credit agreements, rate fixed at 8.1%
through interest rate swap agreements . . . . . . . . . . . . . . . . 40,000 40,000
Industrial revenue bonds to 2014 at 2.6% to 5.0% . . . . . . . . . . . . 7,876 7,899
-------- --------
Total permanent debt . . . . . . . . . . . . . . . . . . . . . 88,874 88,965
-------- --------
Interim Debt:
Reverse repurchase agreements, due daily;
variable interest rate at 4.2% as of March 31,
1994, collateralized by $51.1 million of
investment in government securities . . . . . . . . . . . . . . . . . 48,501 51,826
Revolving credit agreements, variable interest
rate at 4.8% as of March 31, 1994 . . . . . . . . . . . . . . . . . . 24,900 350
Other . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 294 392
-------- --------
Total interim debt . . . . . . . . . . . . . . . . . . . . . . 73,695 52,568
-------- --------
Total permanent and interim debt . . . . . . . . . . . 162,569 141,533
-------- --------
Obligation under Capital Leases . . . . . . . . . . . . . . . . . . . . . 6,103 6,119
-------- --------
Total debt . . . . . . . . . . . . . . . . . . . $168,672 $147,652
======== ========
</TABLE>
4
<PAGE> 6
Permanent debt is generally payable over an initial period of ten
years or more and is collateralized by improved property. Interim
debt usually is payable over five years or less and provides funds for
construction and acquisition of property.
At March 31, 1994 property under direct financing leases and other
property with carrying values aggregating approximately $339.1
million, and current and future rentals from these properties and
leases were pledged as collateral for certain of the Company's debt.
3. CARRYING CHARGES CAPITALIZED
During the periods shown, the following carrying charges were
capitalized:
<TABLE>
<CAPTION>
Three Months Ended
March 31,
----------------------
1994 1993
-------- --------
<S> <C> <C>
Interest . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . $217 $346
Ad valorem taxes . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 36 50
---- ----
TOTAL . . . . . . . . . . . . . . . . . . . . . . . . . . . . $253 $396
==== ====
</TABLE>
4. CHANGES IN OPERATING ACCOUNTS
The effect of changes in the operating accounts on cash flows from
operating activities is as follows:
<TABLE>
<CAPTION>
Three Months Ended
March 31,
----------------------
1994 1993
-------- --------
<S> <C> <C>
Decrease (increase) in:
Accrued rent and accounts receivable . . . . . . . . . . . . . . . . . . . . $ 5,620 $ 3,648
Other assets - primarily unamortized lease costs . . . . . . . . . . . . . . (898) (505)
Decrease in:
Accounts payable and accrued expenses (excluding
amounts applicable to construction in progress) . . . . . . . . . . . . . (10,755) (6,794)
-------- -------
Net change in operating accounts . . . . . . . . . . . . . . . . . . . . . . . . $ (6,033) $(3,651)
======== =======
</TABLE>
During 1993, $45.7 million in convertible debentures were converted
into 1.4 million common shares of beneficial interest.
5
<PAGE> 7
PART 1
FINANCIAL INFORMATION
ITEM 2. MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND
RESULTS OF OPERATIONS.
FINANCING AND CAPITAL STRUCTURE
At March 31, 1994 the Company had total debt of $168.7 million, of
which $88.9 million was permanent, including $40.0 million of revolving credit
debt with fixed interest rates for 7 to 10 years achieved through interest rate
swap agreements. Additionally, the Company had $73.7 million of interim debt
and $6.1 million of obligation under capital leases. A large part, $48.5
million, of the interim debt was floating rate reverse repurchase agreements
collateralized by the Company's investment in government securities. The
balance of the interim debt was $24.9 million outstanding under the revolving
credit agreements and $294,000 of other debt. During the quarter ended March
31, 1994, the Company's cost of total debt averaged 6.5%, as compared to 7.9%
for the same period of the previous year. This reduction in total debt cost was
primarily due to the conversion of all $123 million of the Company's
convertible note and debentures into 2.8 million common shares during the first
three quarters of 1993.
During the quarter, the Company acquired two new income-producing
properties, consisting of one shopping center and one industrial property,
adding a total of 210,000 square feet to the Company's existing portfolio.
These acquisitions, together with new developments and capital requirements for
the existing portfolio, were funded with revolving credit debt. The Company
continues to experience a strong acquisition market. Currently, it has 968,000
square feet of additional income-producing properties under contract.
Properties placed under contract are subject to due diligence review and final
acceptance by the Company. There can be no assurance that properties placed
under contract will be acquired.
The Company currently has revolving credit agreements with two
separate banks, one for $80 million and the other for $20 million. Effective
June 1, 1994, the $20 million revolving credit agreement will terminate, and
the amount outstanding under the agreement at that time (which is currently $20
million) will be converted to a term loan payable over a two-year period.
The Company is in the process of finalizing an agreement for a $30
million long-term fixed-rate loan with the American General Insurance
Companies, which must be funded within six months from the effective date of
the agreement. Texas Commerce Bank, one of the Company's major banks, has
committed to provide a loan for an equal amount should the Company desire these
funds subsequent to closing but prior to the funding of this agreement. The
amount borrowed, if any, under the Texas Commerce Bank loan is at a floating
rate and must be repaid within one year from date of closing of the American
General loan.
The Company continually analyzes its current financial structure and
future capital requirements in order to maintain an ample and predictable
supply of funds. Based upon the Company's debt coverage ratio of over 7 to 1,
along with the credit worthiness of its operating cash flows, the Company
believes there are many financial alternatives for future capital needs.
6
<PAGE> 8
LIQUIDITY
The Company anticipates that cash flows from operating activities will
continue to provide adequate capital for all principal payments as well as
dividend payments in accordance with REIT requirements, and that cash on hand,
borrowings under its existing credit facilities, and the use of project
financing as well as other debt and equity alternatives will provide the
necessary capital to achieve growth. Cash flows from operating activities as
reported in the Statements of Consolidated Cash Flows increased to $11.1
million for the first quarter of 1994 from $8.6 million for the same period of
1993, primarily because of the addition of more income-producing properties as
a result of the Company's acquisitions and development during 1993, as well as
a significant reduction in the Company's debt cost.
As of March 31, 1994, the Company had approximately $35.1 million
available under its $100 million of revolving credit facilities. The Company
is in the process of finalizing a $30 million long term fixed-rate loan and can
potentially borrow an additional $30 million on a short-term basis in
connection with this loan (as discussed above). The Company also has a
substantial number of operating properties which are currently free of debt or
other restrictions, thereby providing a collateral base for future borrowings.
More importantly, the Company continues to benefit from an extremely low
debt-to-equity ratio as the result of its significant redemption of debt during
1993, affording it a wide range of alternatives in the financial markets to
fund future capital needs.
RESULTS OF OPERATIONS
The Company considers funds from operations (defined as net income
plus depreciation and amortization, less gains on sales of properties) to be
the most appropriate measure of the performance of an equity REIT since such
measure does not recognize depreciation and amortization expenses as operating
expenses. Management believes that reductions for these charges are not
meaningful in evaluation income-producing real estate, which historically has
not depreciated.
QUARTER ENDED MARCH 31, 1994
Net income increased to $10.6 million, or $.41 per share, from $7.7
million, or $.38 per share, for the first quarter of 1994 as compared with the
same quarter of 1993. Funds from operations increased to $17.1 million for the
quarter, as compared with $12.2 million for the previous year. The increases
realized between comparative quarters relate to the Company's acquisitions and
new development which occurred during 1993, as well as a significant decrease
in interest expense achieved through the conversion into equity of all the
Company's convertible issues during 1993.
Rental revenues were $26.4 million for the first quarter of 1994, as
compared to $22.4 million for 1993, representing an increase of $4.0 million or
18.1 %. This increase resulted primarily from the addition of new properties
through acquisitions and new development, and modest increases on lease
renewals and leasing of vacant spaces.
The increase in interest income from securities and other, to $.8
million in 1994, from $.1 million in 1993, is due to the fact that the Company
currently has a $51.1 investment in government securities with no comparable
investment for 1993. The average rate of return for this investment is
currently 6.0%. Management has evaluated its position with respect to this
investment and has concluded that it intends to hold it until maturity. As
such, this investment is being carried in the balance sheet at amortized cost.
7
<PAGE> 9
Interest expense decreased $1.4 million to $2.3 million in 1994, from
$3.7 million in 1993. This decrease was due to both a decrease in average debt
outstanding between periods (from $206.2 million in 1993 to $152.6 million in
1994) as well as a decrease in average interest rate (from 7.85 % in 1993 to
6.49 % in 1994). The decreases in both average debt outstanding and average
interest rate between quarters is primarily the result of the conversion into
equity of all of the convertible debt issues during 1993.
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.
8
<PAGE> 10
PART II
OTHER INFORMATION
ITEMS 1. THROUGH 3. NONE
ITEM 4. SUBMISSION OF MATTERS TO A VOTE OF SECURITY HOLDERS
At the regular Annual Meeting of Shareholders of Weingarten Realty
Investors, held on April 28, 1994, the following were among
matters which 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 - 21,674,343 shares were voted in favor and 35,125 shares
were withheld.
(b) Ratification of the appointment of Deloitte & Touche, independent
certified public accountants, as the Company's auditors for the
year ending December 31, 1994.
APPROVED - 21,132,344 shares were voted in favor, 537,993 shares
were voted against and 39,131 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 per share earnings is
filed as an exhibit to this report.
(b) Reports on Form 8-K
No reports on Form 8-K have been filed by the registrant during
the quarter for which this report is filed.
9
<PAGE> 11
SIGNATURES
Pursuant to the requirements of the Securities Exchange Act of 1934, the
registrant has duly caused this report to be signed on its behalf by the
undersigned thereunto duly authorized.
WEINGARTEN REALTY INVESTORS
(Registrant)
BY: /s/ STANFORD ALEXANDER
----------------------------
Stanford Alexander
Chairman/Chief Executive
Officer
(Principal Executive Officer)
BY: /s/ STEPHEN C. RICHTER
----------------------------
Stephen C. Richter
Vice President/Financial
Administration and Treasurer
(Principal Accounting Officer)
DATE: May 12, 1994
10
<PAGE> 1
Exhibit 11
WEINGARTEN REALTY INVESTORS
COMPUTATION OF EARNINGS PER COMMON SHARE
(Amounts in thousands, except per share amounts)
<TABLE>
<CAPTION>
Three Months Ended
March 31,
1994 1993
-------- --------
<S> <C> <C>
SIMPLE EARNINGS PER SHARE:
Weighted Average Common Shares Outstanding . . . . . . . . . . . . . . 25,974 20,635
======= =======
Simple Earnings Per Share . . . . . . . . . . . . . . . . . . $ .41 $ .38
======= =======
PRIMARY EARNINGS PER SHARE (NOTE A):
Weighted Average Common Shares Outstanding . . . . . . . . . . . . . . 25,974 20,635
Shares Issuable from Assumed Conversion of Common Share
Options Granted and Outstanding . . . . . . . . . . . . . . . . . . 127 82
------- -------
Weighted Average Common Shares Outstanding, as Adjusted . . . . . . . 26,101 20,717
======= =======
Primary Earnings Per Share . . . . . . . . . . . . . . . . $ .41 $ .37
======= =======
FULLY DILUTED EARNINGS PER SHARE (NOTE A - 1994) (NOTE B - 1993):
Weighted Average Common Shares Outstanding . . . . . . . . . . . . . . 25,974 20,635
Shares Issuable from Assumed Conversion of:
Common Share Options Granted and Outstanding . . . . . . . . . . . 127 98
Convertible Debentures . . . . . . . . . . . . . . . . . . . . . . 2,898
------- -------
Weighted Average Common Shares Outstanding, as Adjusted . . . . . . . 26,101 23,631
======= =======
Fully Diluted Earnings Per Share . . . . . . . . . . . . . $ .41 $ .41
======= =======
EARNINGS FOR SIMPLE, PRIMARY AND FULLY DILUTED COMPUTATION:
Earnings (Simple and Primary Earnings Per Share Computation) . . . . . $10,591 $ 7,746
Interest on Convertible Debentures . . . . . . . . . . . . . . . . . . 1,831
------- -------
Earnings (Fully Diluted Earnings Per Share Computation) . . . . . . . . $10,591 $ 9,577
======= =======
</TABLE>
_________________________________
Note A: This calculation is submitted in accordance with Regulation S-K item
601(b)(11) although not required by footnote 2 to paragraph 14 of
APB Opinion No. 15 because it results in dilution of less than 3%.
Note B: This calculation is submitted in accordance with Regulation S-K item
601(b)(11) although it is contrary to paragraph 40 of APB Opinion
No. 15 because it produces an anti-dilutive result.
