<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 June 30, 1994
OR
( ) TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE
SECURITIES EXCHANGE ACT OF 1934
For the transition period from ___________________ to ___________________
Commission file number 1-9876
WEINGARTEN REALTY INVESTORS
---------------------------
(Exact name of registrant as specified in its charter)
<TABLE>
<S> <C>
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)
</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 June 30, 1994, there
were 26,339,799 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 Six Months Ended
June 30, June 30,
---------------------- ------------------------
1994 1993 1994 1993
-------- -------- -------- --------
<S> <C> <C> <C> <C>
REVENUES:
Rentals . . . . . . . . . . . . . . . . . . . . . . $27,001 $22,629 $53,430 $45,001
Income from direct financing leases . . . . . . . . 380 449 761 899
Interest:
Securities and other . . . . . . . . . . . . . . 829 597 1,653 671
Affiliate . . . . . . . . . . . . . . . . . . . . 457 530 903 1,061
Related joint ventures and partnerships . . . . . 258 280 466 558
Other . . . . . . . . . . . . . . . . . . . . . . 491 524 1,092 1,025
------- ------- ------- -------
Total . . . . . . . . . . . . . . . . . . . . 29,416 25,009 58,305 49,215
------- ------- ------- -------
EXPENSES:
Depreciation and amortization . . . . . . . . . . . 6,601 5,662 12,855 11,265
Operating . . . . . . . . . . . . . . . . . . . . . 4,958 4,241 9,468 8,124
Ad valorem taxes . . . . . . . . . . . . . . . . . . 3,852 3,262 7,581 6,492
Interest . . . . . . . . . . . . . . . . . . . . . . 2,590 2,165 4,848 5,858
General and administrative . . . . . . . . . . . . . 1,199 1,232 2,476 2,447
------- ------- ------- -------
Total . . . . . . . . . . . . . . . . . . . . 19,200 16,562 37,228 34,186
------- ------- ------- -------
INCOME FROM OPERATIONS . . . . . . . . . . . . . . . . . 10,216 8,447 21,077 15,029
GAIN (LOSS) ON SALES OF PROPERTY . . . . . . . . . . . . (270) 1,164
------- ------- ------- -------
NET INCOME . . . . . . . . . . . . . . . . . . . . . . $10,216 $ 8,447 $20,807 $16,193
======= ======= ======= =======
NET INCOME PER COMMON SHARE . . . . . . . . . . . . . . . $ .39 $ .34 $ .80 $ .71
======= ======= ======= =======
CASH DIVIDENDS DECLARED PER COMMON SHARE . . . . . . . . $ .57 $ .54 $ 1.14 $ 1.08
======= ======= ======= =======
WEIGHTED AVERAGE NUMBER OF COMMON SHARES
OUTSTANDING . . . . . . . . . . . . . . . . . . . . 26,043 24,906 26,020 22,782
======= ======= ======= =======
</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>
June 30, December 31,
1994 1993
-------- ------------
(Unaudited)
<S> <C> <C>
-ASSETS-
PROPERTY:
Land . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . $118,078 $110,704
Buildings and improvements . . . . . . . . . . . . . . . . . . . 502,157 466,938
Projects under development (including land under
development of $50,508 in 1994 and $38,966 in
1993) . . . . . . . . . . . . . . . . . . . . . . . . . . . . 55,593 46,737
-------- --------
Total . . . . . . . . . . . . . . . . . . . . . . . . 675,828 624,379
Less accumulated depreciation . . . . . . . . . . . . . . . . . 179,558 168,405
-------- --------
Property - net . . . . . . . . . . . . . . . . . 496,270 455,974
PROPERTY UNDER DIRECT FINANCING LEASES . . . . . . . . . . . . . . . 10,142 10,435
INVESTMENT IN MORTGAGE BONDS AND NOTES RECEIVABLE
FROM AN AFFILIATE - Net of deferred gain of $16,235 . . . . . . 25,004 24,914
INVESTMENT IN AND NOTES RECEIVABLE FROM JOINT
VENTURES AND PARTNERSHIPS . . . . . . . . . . . . . . . . . . . 21,577 19,632
INVESTMENT IN GOVERNMENT SECURITIES . . . . . . . . . . . . . . . . . 50,654 51,405
ACCRUED RENT AND ACCOUNTS RECEIVABLE - Net of
allowance for doubtful accounts of $806 in 1994
and $938 in 1993 . . . . . . . . . . . . . . . . . . . . . . . . 9,701 13,880
UNAMORTIZED DEBT AND LEASE COSTS . . . . . . . . . . . . . . . . . . 16,135 15,038
CASH AND CASH EQUIVALENTS . . . . . . . . . . . . . . . . . . . . . . 2,023 3,226
OTHER . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 6,447 7,538
-------- --------
TOTAL . . . . . . . . . . . . . . . . . . . . . $637,953 $602,042
======== ========
-LIABILITIES AND SHAREHOLDERS' EQUITY-
PERMANENT AND INTERIM DEBT . . . . . . . . . . . . . . . . . . . . . $181,477 $141,533
OBLIGATION UNDER CAPITAL LEASES . . . . . . . . . . . . . . . . . . . 6,084 6,119
ACCOUNTS PAYABLE AND ACCRUED EXPENSES . . . . . . . . . . . . . . . . 17,915 22,975
OTHER . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 2,667 4,328
-------- --------
Total . . . . . . . . . . . . . . . . . . . . . . . . 208,143 174,955
-------- --------
SHAREHOLDERS' EQUITY:
Preferred shares of beneficial interest-
par value, $0.03 per share; shares authorized:
10,000; shares issued and outstanding: none
Common shares of beneficial interest -
par value, $0.03 per share; shares authorized:
150,000; shares issued and outstanding:
26,340 in 1994 and 25,972 in 1993 . . . . . . . . . . . . . . 790 779
Capital surplus . . . . . . . . . . . . . . . . . . . . . . . . 429,020 426,308
-------- --------
Shareholders' equity . . . . . . . . . . . . . . . . 429,810 427,087
-------- --------
TOTAL . . . . . . . . . . . . . . . . . . . . . $637,953 $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>
Six Months Ended
June 30,
----------------------------
1994 1993
--------- ---------
<S> <C> <C>
CASH FLOWS FROM OPERATING ACTIVITIES:
Net Income . . . . . . . . . . . . . . . . . . . . . . . . . . . . . $ 20,807 $ 16,193
Adjustments to reconcile net income to net
cash provided by operating activities:
Depreciation and amortization . . . . . . . . . . . . . . . . 12,855 11,265
(Gain) loss on sales of property . . . . . . . . . . . . . . 270 (1,164)
Amortization of direct financing leases . . . . . . . . . . . 293 478
Net effect of changes in operating accounts . . . . . . . . . (5,990) (2,759)
Other, net . . . . . . . . . . . . . . . . . . . . . . . . . (26) 173
-------- --------
NET CASH PROVIDED BY OPERATING ACTIVITIES . . . . . . . . 28,209 24,186
-------- --------
CASH FLOWS FROM INVESTING ACTIVITIES:
Property acquisitions and development . . . . . . . . . . . . . . . . (38,500) (35,840)
Notes receivable:
Advances . . . . . . . . . . . . . . . . . . . . . . . . . . . . (3,361) (2,023)
Collections . . . . . . . . . . . . . . . . . . . . . . . . . . 1,006 2,271
Proceeds from sales of property . . . . . . . . . . . . . . . . . . . 1,202 1,029
Proceeds from sales of government securities . . . . . . . . . . . . 32,612
Purchase of government securities . . . . . . . . . . . . . . . . . . (84,687)
Investments in equity ventures . . . . . . . . . . . . . . . . . . . (196) (11)
Other . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 1,273
-------- --------
NET CASH USED IN INVESTING ACTIVITIES . . . . . . . . . . (38,576) (86,649)
-------- --------
CASH FLOWS FROM FINANCING ACTIVITIES:
Proceeds from issuance of:
Debt . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 43,358 40,843
Common shares of beneficial interest . . . . . . . . . . . . . . 116 113,104
Principal payments of debt and capital lease
obligations . . . . . . . . . . . . . . . . . . . . . . . . . . (4,498) (64,965)
Dividends paid . . . . . . . . . . . . . . . . . . . . . . . . . . . (29,684) (24,687)
Debt costs incurred . . . . . . . . . . . . . . . . . . . . . . . . . (128) (147)
-------- --------
NET CASH PROVIDED BY FINANCING ACTIVITIES . . . . . . . . 9,164 64,148
-------- --------
NET INCREASE (DECREASE) IN CASH AND CASH EQUIVALENTS . . . . . . . . (1,203) 1,685
CASH AND CASH EQUIVALENTS AT JANUARY 1 . . . . . . . . . . . . . . . 3,226 1,152
-------- --------
CASH AND CASH EQUIVALENTS AT JUNE 30 . . . . . . . . . . . . . . . . $ 2,023 $ 2,837
======== ========
</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
June 30, 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 . . . . . . . . . . . . . $ 40,928 $ 41,066
Revolving credit agreement, rate fixed
at 8.1% through interest rate swap
agreements . . . . . . . . . . . . . . . . . . . . . . . . . 40,000 40,000
Industrial revenue bonds to 2014 at
2.6% to 5.8% . . . . . . . . . . . . . . . . . . . . . . . . 7,853 7,899
-------- --------
Total permanent debt . . . . . . . . . . . . . . . . . . 88,781 88,965
-------- --------
Interim Debt:
Reverse repurchase agreements, due daily;
variable interest rate at 5.1% as of
June 30, 1994, collateralized by
$50.7 million of investment in
government securities . . . . . . . . . . . . . . . . . . . . 47,547 51,826
Revolving credit agreements, variable
interest rate at 5.7% as of
June 30, 1994 . . . . . . . . . . . . . . . . . . . . . . . . 43,800 350
Other . . . . . . . . . . . . . . . . . . . . . . . . . . . . 1,349 392
-------- --------
Total interim debt . . . . . . . . . . . . . . . . . . . 92,696 52,568
-------- --------
Total permanent and interim debt . . . . . . . . . . 181,477 141,533
-------- --------
Obligation under Capital Leases . . . . . . . . . . . . . . . . . . 6,084 6,119
-------- --------
Total debt . . . . . . . . . . . . . . . . $187,561 $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 June 30, 1994 property under direct financing leases and other
property with carrying values aggregating approximately $371.7
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 Six
Months Ended Months Ended
June 30, June 30,
---------------------- ---------------------
1994 1993 1994 1993
--------- --------- -------- --------
<S> <C> <C> <C> <C>
Interest . . . . . . . . . . . . . . . . . . . . . . . . $213 $243 $430 $589
Ad valorem taxes . . . . . . . . . . . . . . . . . . . . 40 45 76 95
---- ---- ---- ----
TOTAL . . . . . . . . . . . . . . . . $253 $288 $506 $684
==== ==== ==== ====
</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>
Six
Months Ended
June 30,
-----------------------
1994 1993
---------- -----------
<S> <C> <C>
Decrease (increase) in:
Accrued rent and accounts receivable . . . . . . . . . . . . . . . . . . . $ 3,213 $ 1,027
Other assets - primarily unamortized lease costs . . . . . . . . . . . . . (2,471) (1,939)
Decrease in:
Accounts payable and accrued expenses (excluding
amounts applicable to construction in progress) . . . . . . . . . . . . . (6,732) (1,847)
------- -------
Net change in operating accounts . . . . . . . . . . . . . . . . . . . . . . . $(5,990) $(2,759)
======= =======
</TABLE>
During 1994, 300,020 shares of beneficial interest were issued in
exchange for 11.6 acres of land. During 1993, $98.0 million in
convertible debentures were converted into 3.2 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
During the quarter, the Company acquired two additional income-producing
properties, consisting of a shopping center in Tempe, Arizona and an occupied
building adjacent to an existing shopping center in the College Station, Texas
area. These acquisitions, together with continuing new development, were funded
primarily with revolving credit debt. Additionally, at the end of June 1994,
the Company acquired an 11.6 acre site across from the Galleria in Houston,
upon which it has begun construction of a 190,000 square foot shopping center.
A substantial portion of this acquisition was funded with the issuance of
300,020 new shares of beneficial interest.
At June 30, 1994, the Company had total debt of $187.6 million, of which $87.0
million was permanent, fixed-rate debt (including $40.0 million fixed through
interest rate swap agreements and $6.1 million classified as obligation under
capital leases) and $92.7 million was interim, floating-rate debt. A large part
of this floating-rate debt, $47.5 million, was in the form of reverse
repurchase agreements collateralized by the Company's investment in government
securities. For the quarter ended June 30, 1994, the Company's total debt cost
averaged 6.64%, as compared with 9.96% for the same period of the previous
year.
On June 1, 1994, the Company's secondary revolving credit agreement terminated,
and the $20 million outstanding under the agreement at that time was converted
to a term loan. Of the outstanding amount, $10 million is payable on June 1,
1995, and the remaining $10 million is payable in quarterly installments over
the remaining year of the loan, which terminates on June 1, 1996.
In July 1994, the Company closed and funded a $30 million unsecured,
floating-rate bridge loan which expires at the end of one year. The proceeds
from this loan were used to reduce the Company's existing primary revolving
credit line with the same lender. The Company also recently obtained a $30
million long-term fixed rate loan with a major insurance company, which allows,
at the Company's option, funding anytime over the next 210 days with interest
at pre-determined spreads above the federal funds rate which the Company
elects, depending on the maturities selected.
In addition to the activity described above, the Company is also studying
various alternatives for raising new capital to finance the projected growth of
its real estate portfolio.
6
<PAGE> 8
LIQUIDITY
The Company anticipates that cash flow from operating activities will continue
to provide adequate capital for all principal payments as well as dividend
payments in accordance with REIT requirements, and that cash on hand,
borrowings under its existing credit facilities, 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 $28.2
million for the first six months of 1994 from $24.2 million for the same period
of 1993, primarily because of the acquisition and development of additional
income-producing properties during the past year as well as a significant
reduction in the Company's debt cost.
At present, the Company has approximately $47.4 million available under its $80
million revolving credit facility and an additional $30 million available under
its new long term fixed-rate 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 capital restructuring during 1993,
affording it a wide range of alternatives in the financial markets to fund
future capital needs.
RESULTS OF OPERATIONS
QUARTER ENDED JUNE 30, 1994
The Company considers funds from operations (defined by the National
Association of Real Estate Investment Trusts as net income plus depreciation
and amortization, less gains on sales of properties) to be 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 theses charges are not meaningful in
evaluating income-producing real estate, which historically has not
depreciated.
Net income increased to $10.2 million, or $.39 per share, from $8.4 million, or
$.34 per share, for the second quarter of 1994 as compared with the same
quarter of 1993. Funds from operations increased to $16.8 million for the
quarter, as compared with $14.1 million for the previous year. The increases
realized between comparative quarters relate primarily to the Company's
acquisitions and new developments which occurred during the past year.
Rental revenues were $27.0 million for 1994, as compared to $22.6 million for
1993, representing an increase of $4.4 million or 19.3 %. This increase
resulted primarily from the addition of new properties through acquisitions and
new developments, and modest increases on lease renewals and re-leasing of
vacant spaces.
The increase in interest income from securities and other, to $.8 million in
1994, from $.6 million in 1993, is due to the Company's average investment in
government securities for the current quarter was $50.0 million, as compared
with $34.1 million for the same quarter of 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 the
securities until maturity. As such, this investment is being carried on the
balance sheet at amortized cost.
7
<PAGE> 9
Interest expense increased $.4 million to $2.6 million in 1994, from $2.2
million in 1993. This increase was due to an increase in average debt
outstanding between periods, from $97.4 million in 1993 to $166.7 million in
1994. However, a large part of this increase was offset by a decrease in
average interest rate during the quarter, from 9.96 % in 1993 to 6.64 % in
1994. This decrease in average interest rate between quarters was primarily the
result of the presence of significantly more low-rate interim debt coupled with
the conversion into equity of the $25 million 8.98% convertible notes during
the fall of 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.
SIX MONTHS ENDED JUNE 30, 1994
Net income was $20.8 million or $.80 per share for the first six months of 1994
compared with $16.2 million or $.71 per share for the first six months of 1993.
The increase in net income for this six month period is primarily the result of
the additional properties added to the Company's portfolio through acquisitions
and new development during the past year, as well as a significant reduction in
interest expense (see below).
Rental revenues increased 18.7 % to $53.4 million, compared with $45.0 million
for the same period of 1993. This increase resulted primarily from the addition
of new properties through the Company's acquisition and new development program
and modest increases on lease renewals and re-leasing of vacant spaces in the
existing shopping center portfolio.
Interest income related to securities increased to $1.7 million in 1994,
compared with $.7 million in 1993. This increase was due to the fact that the
Company did not hold a position in its current government securities
investments until the end of the first quarter of 1993; thus, the 1994 year to
date income benefitted from an investment which spanned the full two quarters.
Interest expense decreased between six-month periods to $4.8 million for 1994,
as compared with $5.9 million for 1993. Between comparative periods, average
debt outstanding increased a modest amount, from $151.9 million in 1993 to
$159.7 million in 1994. However, the average interest rate between comparative
periods decreased significantly, from 8.5 % in 1993 to 6.6 % in 1994. This
decrease in average interest rate was primarily the result of the conversion
into equity of all of the Company's convertible debt issues during 1993. The
interest rate associated with this debt, which amounted to $123.0 million as of
the beginning of 1993, ranged from 7.75 % to 8.98 %.
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
ITEM 1. through 5. - NONE
ITEM 6. EXHIBITS AND REPORTS ON FORM 8-K
(a) Exhibits (numbered in accordance with Item 601 of Regulation
S-K)
(11) A statement of computation of per share earnings is
filed as an exhibit to this report.
(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: August 11, 1994
10
<PAGE> 12
INDEX OF EXHIBITS
Exhibit No. Document
- - ----------- --------
11 Computation of Earnings Per Common Share
<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 Six Months Ended
June 30, June 30,
------------------------- -------------------------
1994 1993 1994 1993
---------- ---------- ---------- ----------
<S> <C> <C> <C> <C>
SIMPLE EARNINGS PER SHARE:
Weighted Average Common Shares Outstanding . . . . . 26,043 24,906 26,020 22,782
====== ====== ====== ======
Simple Earnings Per Share . . . . . . . . . $ .39 $ .34 $ .80 $ .71
====== ====== ====== ======
PRIMARY EARNINGS PER SHARE (NOTE A):
Weighted Average Common Shares Outstanding . . . . . 26,043 24,906 26,020 22,782
Shares Issuable from Assumed Conversion of
Common Share Options Granted and Outstanding . . 126 89 127 84
------ ------ ------ ------
Weighted Average Common Shares Outstanding,
as Adjusted . . . . . . . . . . . . . . . . . . . 26,169 24,995 26,147 22,866
====== ====== ====== ======
Primary Earnings Per Share . . . . . . . . . $ .39 $ .34 $ .80 $ .71
====== ====== ====== ======
FULLY DILUTED EARNINGS PER SHARE
(NOTE A-1994) (NOTE B-1993):
Weighted Average Common Shares Outstanding . . . . . 26,043 24,906 26,020 22,782
Shares Issuable from Assumed Conversion of:
Common Share Options Granted and Outstanding . . 126 98 127 98
Convertible Debentures . . . . . . . . . . . . . 1,049 1,974
------ ------ ------ ------
Weighted Average Common Shares Outstanding, as
Adjusted . . . . . . . . . . . . . . . . . . . . 26,169 26,053 26,147 24,854
====== ====== ====== ======
Fully Diluted Earnings Per Share . . . . . . $ .39 $ .35 $ .80 $ .76
====== ====== ====== ======
EARNINGS FOR SIMPLE, PRIMARY AND FULLY DILUTED
COMPUTATION:
Earnings (Simple and Primary Earnings Per Share
Computation) . . . . . . . . . . . . . . . . . . $10,216 $ 8,447 $20,807 $16,193
Interest on Convertible Debentures . . . . . . . . . 747 2,578
------- ------- ------- -------
Earnings (Fully Diluted Earnings Per Share
Computation) . . . . . . . . . . . . . . . . . . $10,216 $ 9,194 $20,807 $18,771
======= ======= ======= =======
</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.
