<PAGE>
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 AND EXCHANGE ACT OF 1934
For the quarterly period ended April 30, 1994
OR
( ) TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE
SECURITIES EXCHANGE ACT OF 1934
Commission file number 0-5305
BRE PROPERTIES, INC.
- - --------------------------------------------------------------------------------
(Exact name of registrant as specified in its charter)
Delaware 94-1722214
- - ----------------------------------- ----------------------
(State or other jurisdiction of (I.R.S. Employer
incorporation or organization) Identification No.)
One Montgomery Street
Telesis Tower, Suite 2500
San Francisco, CA 94104
- - ----------------------------------- ----------------------
(Address of principal office) (Zip Code)
Registrant's telephone number,
including area code (415) 445-6530
----------------------
Inapplicable
- - --------------------------------------------------------------------------------
(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
----- -----
Number of shares of Class A common
stock outstanding as of April 30, 1994 10,916,483
----------------------
This report consists of 15 pages.
The Exhibit Index is located on page 13.
<PAGE>
PART I FINANCIAL INFORMATION
ITEM 1 - FINANCIAL STATEMENTS
BRE PROPERTIES, INC.
<TABLE>
<CAPTION>
- - -----------------------------------------------------------------------------------------------
BALANCE SHEETS (Dollar amounts in thousands, except share data)
- - -----------------------------------------------------------------------------------------------
April 30, 1994
(unaudited) July 31, 1993
-------------- -------------
<S> <C> <C>
ASSETS
Equity investments in real estate $ 333,714 $ 282,012
Less: Accumulated depreciation and amortization (42,506) (37,563)
--------- ---------
291,208 244,449
Investments in limited partnerships 1,074 2,122
--------- ---------
Real estate portfolio 292,282 246,571
Mortgage loans 4,529 4,836
Allowance for possible losses (1,000) (1,000)
--------- ---------
295,811 250,407
Cash and short-term investments 21,949 45,109
Other assets 4,955 4,416
--------- ---------
Total assets $ 322,715 $ 299,932
--------- ---------
--------- ---------
LIABILITIES AND SHAREHOLDERS' EQUITY
Accounts payable and other liabilities $ 2,749 $ 3,988
Mortgage loans payable 74,199 46,692
--------- ---------
Total debt 74,199 46,692
--------- ---------
Total liabilities 76,948 50,680
--------- ---------
Shareholders' equity
Class A common stock, $.01 par value, issued and
outstanding 10,916,483 at April 30, 1994 and
10,912,399 at July 31, 1993 109 109
Additional paid-in capital 211,340 211,212
Undistributed net realized gain on sales of properties 34,318 37,931
--------- ---------
Total shareholders' equity 245,767 249,252
--------- ---------
Total liabilities and shareholders' equity $ 322,715 $ 299,932
--------- ---------
--------- ---------
</TABLE>
See notes to financial statements.
2
<PAGE>
BRE PROPERTIES, INC.
<TABLE>
<CAPTION>
- - ---------------------------------------------------------------------------------------------------------
STATEMENT OF INCOME (unaudited)
(Dollar amounts in thousands, except per share data)
- - ---------------------------------------------------------------------------------------------------------
For the Three For the Nine
Months Ended Months Ended
April 30, April 30,
--------- ---------
1994 1993 1994 1993
---- ---- ---- ----
<S> <C> <C> <C> <C>
REVENUE
Rental income $ 12,665 $ 10,883 $ 37,576 $ 30,672
Interest on short-term investments 186 277 591 411
Interest income on mortgage loans 123 134 382 412
Income from limited partnerships 120 122 374 367
Other income 90 55 287 131
-------- -------- -------- --------
Total revenue 13,184 11,471 39,210 31,993
-------- -------- -------- --------
EXPENSES
Operating expenses of equity investments 4,039 3,069 12,675 9,000
Provision for depreciation and amortization 1,707 1,399 4,943 3,896
Interest expense 1,209 2,010 3,166 5,177
General and administrative 817 705 2,542 2,275
-------- -------- -------- --------
Total expenses 7,772 7,183 23,326 20,348
-------- -------- -------- --------
Income before gain on sales of investments 5,412 4,288 15,884 11,645
Gain on sales of investments 169 10,572
Less: Related advisory fee (16) (1,057)
-------- --------
Net gain on sales of investments 153 9,515
-------- -------- -------- --------
NET INCOME $ 5,412 $ 4,288 $ 16,037 $ 21,160
-------- -------- -------- --------
-------- -------- -------- --------
Income per share
Primary
Income before gain on sales of investments $.50 $.49 $1.46 $1.41
Net gain on sales of investments 0.01 1.15
-------- -------- -------- --------
Net income $.50 $.49 $1.47 $2.56
-------- -------- -------- --------
-------- -------- -------- --------
Dividends declared $ .60 $ .60 $1.80 $1.80
-------- -------- -------- --------
-------- -------- -------- --------
Weighted average shares outstanding 10,936 8,738 10,935 8,257
</TABLE>
See notes to financial statements.
3
<PAGE>
BRE PROPERTIES, INC.
<TABLE>
<CAPTION>
- - ---------------------------------------------------------------------------------------------
STATEMENT OF CASH FLOWS (unaudited)
(Dollar amounts in thousands)
- - ---------------------------------------------------------------------------------------------
For the Nine Months
Ended April 30,
------------------------
1994 1993
---- ----
<S> <C> <C>
Cash flows from operating activities:
Net income $ 16,037 $ 21,160
Non-cash revenues and expenses included in income:
Net gain on tax-deferred exchanges (9,338)
Net gain on other sales (153) (178)
Provision for depreciation and amortization 4,943 3,896
Increase (decrease) in accounts payable (1,239) 1,065
Other (increase) decrease 790 (1,005)
-------- --------
CASH FLOWS GENERATED BY OPERATING ACTIVITIES 20,378 15,600
-------- --------
Cash flows from investing activities
Equity investments:
Property purchased (46,346) (13,295)
Subsequent improvements (165)
Invested in property acquired through tax-deferred exchange
Mortgage loan proceeds (17,500)
Cash (1,556)
Apartment expansion (2,574)
Tenant improvements and lease commissions:
Shopping centers (915) (844)
Office, light industrial and warehouse (947) (261)
Reconditioning of shopping centers, office, light
industrial and warehouse (550) (33)
Improvements to apartments (205) (105)
Repayments on mortgage loans receivable 307 267
-------- --------
NET CASH FLOWS USED IN INVESTING ACTIVITIES (51,395) (33,327)
-------- --------
Cash flows from financing activities:
Mortgage loans payable:
New mortgage loans payable 35,840 37,500
Prepayments (7,899) (1,058)
Other principal payments (434) (544)
Proceeds from public stock offering 54,971
Dividends paid (19,650) (14,296)
-------- --------
NET CASH FLOWS PROVIDED BY FINANCING ACTIVITIES 7,857 76,573
-------- --------
Increase (decrease) in cash and short-term investments (23,160) 58,846
Balance at beginning of year 45,109 9,846
-------- --------
Balance at end of period $ 21,949 $ 68,692
-------- --------
-------- --------
</TABLE>
See notes to financial statements.
4
<PAGE>
BRE PROPERTIES, INC.
- - --------------------------------------------------------------------------------
NOTES TO FINANCIAL STATEMENTS (unaudited)
- - --------------------------------------------------------------------------------
APRIL 30, 1994
NOTE A - BASIS OF PRESENTATION
The accompanying unaudited financial statements have been prepared in
accordance with generally accepted accounting principles for interim financial
information and should be read in conjunction with the company's Annual Report
on Form 10-K for the fiscal year ended July 31, 1993, together with the portions
of the company's 1993 Annual Report to shareholders incorporated therein by
reference. In the opinion of management, all adjustments (consisting of normal
recurring adjustments only) have been made which are necessary for a fair
statement of the results for the interim periods presented herein.
NOTE B - NET INCOME PER SHARE
Primary net income per share is based upon the average number of shares
outstanding during the periods, increased for the assumed exercise of vested,
in-the-money stock options.
NOTE C - LITIGATION
On December 6, 1993, Big V Supermarkets, Inc. and Somers Development
Corporation filed a complaint in the United States District Court for the
Southern District of New York alleging chemical contamination of the soil and
groundwater underlying the Baldwin Place Shopping Center in Somers, New York.
BRE, which owned the land underlying the shopping center from 1974 to 1983, as
well as certain other present or former owners or tenants of the property, have
been named as defendants in the lawsuit. The complaint seeks recovery of
$1,300,000 as the owners' remediation cost to date, unspecified future
remediation costs and attorneys' fees, $9,600,000 as lost profits on an aborted
sale of the property and $4,000,000 as loss of a development opportunity. BRE
has answered the complaint and intends to vigorously defend the allegations.
BRE has also notified the approximately 30 insurance companies which provided
coverage to BRE at various points during BRE's ownership of the land.
On February 28, 1994, BRE filed a complaint for rent and damages against
Collins & Aikman Group, Inc. ("CAGI") in San Francisco County Superior Court,
under Case No. 958908. The complaint alleges that CAGI breached a written lease
for warehouse space and seeks damages in excess of $1,000,000. On April 29,
1994, CAGI filed an answer to the complaint generally denying its allegations,
and filed a cross-complaint against BRE for breach of written lease, forcible
entry and detainer and conversion. The cross-complaint seeks monetary damages
in excess of $200,000 against BRE.
NOTE D - SUBSEQUENT EVENT
On May 23 ,1994, the Directors declared a dividend of $.60 per share,
payable June 23, 1994 to shareholders of record June 3, 1994.
5
<PAGE>
- - --------------------------------------------------------------------------------
ITEM 2 - MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND
RESULTS OF OPERATIONS
- - --------------------------------------------------------------------------------
BRE PROPERTIES, INC.
April 30, 1994
LIQUIDITY AND CAPITAL RESOURCES
The company's cash and short-term investments totaled $21,949,000 at April 30,
1994, down from $45,109,000 at July 31, 1993. Cash commitments at the date of
this report include the June 23, 1994 dividend payment of approximately
$6,550,000.
BRE has acquired the following apartment communities since July 31, 1993:
<TABLE>
<CAPTION>
Occupancy
Number at April 30,
Name Location Purchase Price Date of Units 1994
- - ---- -------- -------------- ---- -------- ------------
<S> <C> <C> <C> <C> <C>
Mira Mesa San Diego, California $24,371,000 9/30/93 472 95 %
Winchester Adjacent to Mira Mesa 7,400,000 3/25/94 144 98
Terra Nova Villas Chula Vista, California 14,575,000 3/14/94 232 88
----------- ---
Total $46,346,000 848
----------- ---
----------- ---
</TABLE>
Except for Terra Nova Villas, these properties were acquired on an all cash
basis. Since the date of acquisition, an additional $165,000 has been invested
in these properties. Terra Nova Villas was acquired subject to $9,240,000 of
fixed-rate (5.574%) bond financing. The bond financing matures in March 1995.
Depending on market conditions at that time, BRE may repay the bonds in cash,
renegotiate the terms of the bonds or refinance the property with another
lender.
In addition to these properties, all of which are complete and income-producing,
in October 1993 BRE purchased 5.5 acres of undeveloped land adjacent to the
Scottsdale Cove Apartments in Scottsdale, Arizona on which 116 units are
currently being constructed. This addition will expand the total units in the
Scottsdale Cove to 316. The estimated total cost is $5,953,000, of which
$2,574,000 had been disbursed through April 30, 1994.
An additional $1,862,000 was invested during the nine months ended April 30,
1994 in tenant improvements and leasing commissions at shopping centers,
warehouse, light-industrial and office buildings. Properties which are out of
service and are being prepared for potential new tenants had $550,000 invested
for reconditioning costs. In August 1993, the company also prepaid without
penalty two mortgage loans aggregating $1,017,000, both of which had interest
rates of 9.5%.
In February 1994, BRE received the proceeds from a $13,600,000 first mortgage
loan secured by the newly acquired Mira Mesa apartments. The interest rate is
7%, with an 11-year maturity and amortization based on 25 years. In April 1994,
BRE refinanced Selby Ranch Apartments in Sacramento, California for $13,000,000
generating $6,200,000 in new funds available for
6
<PAGE>
investment. The interest rate is 7.36%, with a maturity of 11 years and three
months, and amortization based on 25 years. Depending on market conditions at
the maturity dates, the then-outstanding principal balances of $10,294,000 (Mira
Mesa) and $9,827,000 (Selby Ranch) may be satisfied through, among other things,
renegotiation of terms with the existing lenders, refinancing the property with
other lenders or through a sale of assets.
In addition, since its inception, the company has had unsecured lines of credit
from one or more commercial banks. These credit lines have had a one-year term
and were available for short-term working capital needs, such as financing new
tenant improvements at existing properties. The lines of credit totaled
$10,000,000 at July 31, 1993. During the quarter ended January 31, 1994, the
company negotiated increases in the lines of credit to $30,000,000, lengthened
the term to two years and reached agreement with the banks that the proceeds
could be used to make real estate equity investments. There were no borrowings
outstanding under these lines of credit at April 30, 1994.
RESULTS OF OPERATIONS
Net income for the quarter and nine months ended April 30, 1994 was $5,412,000
($.50 per share), and $16,037,000 ($1.47 per share), respectively, compared to
$4,288,000 ($.49 per share) and $21,160,000 ($2.56 per share) for the comparable
periods last year. Included in the April 30, 1994 results were net gains on
sales of investments of $153,000 ($.01 per share) for the nine months. The
prior year's results included net gains on sales of investments of $9,515,000
($1.15 per share) for the nine months. The per share results for the quarter
and nine months ended April 30, 1994 reflect 2,198,000 (25%) and 2,678,000
(32%), respectively, more weighted average shares outstanding as the result of
the March 1993 public offering of 1,500,000 shares and the June 1993 conversion
of debentures into common stock.
Funds from operations totaled $7,119,000 and $20,827,000 for the quarter and
nine months ended April 30, 1994, up 25% and 34%, respectively, from the same
periods last year. Funds from operations is defined as net income (computed in
accordance with generally accepted accounting principles), excluding gains (or
losses) from debt restructuring and sales of property, plus depreciation and
amortization.
The January 17, 1994 earthquake, epicentered in Northridge, California, resulted
in damage both to Village Green Apartments in La Habra and to the El Camino
Shopping Center in Woodland Hills. No fatalities or injuries occurred at either
property. At Village Green, damage was limited to cracking in plaster walls,
and repairs have since been completed. Damage was more severe at El Camino,
with widespread cracking occurring in interior sheet rock walls, concrete slabs,
asphalt paving in the parking lot and some cracking of exterior masonry walls.
Ceiling tiles and light fixtures fell in several tenant spaces, window seals
popped and several plate-glass windows broke. Separation occurred between some
tenant store fronts and the sidewalk. Most tenants reopened for business within
three days. Work will soon be underway to stabilize the soil and repair or
replace structurally damaged buildings. Earthquake insurance is expected to
cover costs above the $550,000 deductible.
During the third quarter, a six-year lease was signed for the entire Fremont 3
Building (64,000 square feet). Rent of $10,240 per month commences June 1, 1994
and increases to $32,000 per
7
<PAGE>
month June 1, 1995. A 30,000 square foot building in San Diego was leased for
six years to the tenant who occupies the two adjacent buildings, also owned by
BRE. The 515 Ellis Street light industrial property (29,000 square feet)
remained vacant at April 30, 1994, while the 86,000 square foot 525 Almanor
Building was 66% occupied. In addition, the tenant occupying the 30,488 square
foot Oak Creek I building and 42% of the 40,455 square foot Oak Creek II
building is experiencing financial difficulties and has not paid the March and
April rent. Negotiations are underway regarding a possible reduction in space
and a payment program.
Leasing activity at The Hub includes a signed lease with Trader Joe's, a
specialty food market, for 8,400 square feet (2% of the total center).
Occupancy is anticipated for summer 1994. In addition, six other leases are out
for signature. Occupancy at The Hub was 88% at April 30, 1994.
At the 358,000 square foot Pomona Warehouse property, the tenant, Builders
Emporium, has terminated its business operations and vacated the premises.
Collins & Aikman Group, Inc., the parent corporation of Builders Emporium,
remains liable on the lease, which runs thorough April 30, 1995. However, the
monthly rent of $104,000 has not been paid for January through April 1994. BRE
has regained physical possession of the property and is taking legal action to
collect the amounts due. This property is treated as vacant for the calculation
of overall occupancy which follows.
At April 30, 1994, overall occupancy levels by class of property
were as follows:
<TABLE>
<CAPTION>
PROPERTY TYPE OVERALL OCCUPANCY
------------------------------------------------------------
<S> <C>
Apartment Communities 95 %
Shopping Centers 91
Light-Industrial Buildings 86
Warehouse/Distribution Buildings 24
Office Buildings 100
---
WEIGHTED AVERAGE 88 %
--
--
</TABLE>
The weighted average occupancy is calculated by multiplying the occupancy for
each property by its square footage and dividing by the total square footage in
the portfolio.
8
<PAGE>
REVENUE
Rental income, comprising approximately 96% of total revenue, rose 16% for the
quarter and 23% for the nine months ended April 30, 1994, when compared to the
year-earlier periods. These increases primarily reflect the newly-acquired
Brookdale Glen, Mira Mesa, Montanosa, Terra Nova Villas and Verandas apartments,
which produced gross rental aggregating $3,503,000 and $9,246,000 for the
quarter and nine months, respectively. Apartments owned for at least two full
years contributed $120,000 and $450,000 in higher revenue for the quarter and
nine months, respectively, which was offset for the quarter by declines in
revenues from warehouse/distribution and light industrial properties. Revenues
continue to be constrained by the lease default at Pomona Warehouse and vacant
light-industrial properties, and there can be no assurance that further
vacancies will not occur in these or in other classes of properties.
Interest income on short-term investments decreased $91,000 from the comparable
quarter last year as a result of lower average invested balances as cash from
the March 1993 public offering was invested in real estate. For the nine months,
interest on short-term investments was $180,000 greater, as higher amounts of
cash were held pending their ultimate investment in real estate.
EXPENSES
Operating expenses of equities increased $970,000 and $3,675,000 for the quarter
and nine months from the comparable periods last year, primarily due to expenses
on the five new apartment acquisitions. Expenses incurred in both periods
include taxes, insurance and maintenance on vacant properties, which would
ordinarily be paid by tenants under the terms of net leases. The non-cash
depreciation charge also rises with the addition of new properties.
Interest expense was down $801,000 and $2,011,000 for the quarter and nine
months, respectively, from the comparable periods last year. A quarterly
reduction of $1,125,000 occurred as a result of the June 1993 conversion of 9
1/2% debentures into common stock. This reduction was partially offset by
interest expense on the new first mortgage loans, $20,000,000 secured by Sharon
Green Apartments (funded in February 1993), $17,500,000 secured by Montanosa
Apartments (funded in December 1992), $13,600,000 secured by Mira Mesa
Apartments (funded in February 1994) and the refinancing of Selby Ranch
Apartments ($13,000,000, funded in April 1994).
GAIN ON SALES
During the quarter and nine months ended January 31, 1994, the Westbar
partnership, in which BRE is a limited partner, recorded a sale of the Metro
Power Center, Phase IV. BRE's share of the gross gain was $169,000. The net
gain was $153,000, since 10% of the gross gain was credited to the prepaid
advisory fee to BankAmerica Corporation for termination of its advisory
agreement with the company in September 1987. Originally $4,508,000, the
prepaid advisory fee had been reduced to $1,602,000 at April 30, 1994. The
company has recorded in its financial statements gains totaling $59,784,000
which have been deferred for tax purposes since the company's 1970 inception
through April 30, 1994.
9
<PAGE>
DIVIDENDS
The dividends of $0.60 per share for the quarter and $1.80 for the nine months
ended April 30, 1994 were 92% and 95%, respectively, of funds from operations.
Dividends exceeded reportable net income and taxable income for each of these
periods, which are after deduction of the non-cash charge for depreciation
expense. To the extent that dividends paid exceed taxable income, the excess is
a return of capital, which is generally not currently taxable to the
shareholders but will reduce the tax basis in their shares. Any return of
capital that is paid after this tax basis is reduced to zero would be taxed as
capital gain.
10
<PAGE>
PART II - OTHER INFORMATION
BRE PROPERTIES, INC.
ITEM 1. LEGAL PROCEEDINGS
On December 6, 1993, Big V Supermarkets, Inc. and Somers Development Corporation
filed a complaint in the United States District Court for the Southern District
of New York alleging chemical contamination of the soil and groundwater
underlying the Baldwin Place Shopping Center in Somers, New York. BRE, which
owned the land underlying the shopping center from 1974 to 1983, as well as
certain other present or former owners or tenants of the property, have been
named as defendants in the lawsuit. The complaint seeks recovery of $1,300,000
as the owners' remediation cost to date, unspecified future remediation costs
and attorneys' fees, $9,600,000 as lost profits on an aborted sale of the
property and $4,000,000 as loss of a development opportunity. BRE has answered
the complaint and intends to vigorously defend the allegations. BRE has also
notified the approximately 30 insurance companies which provided coverage to BRE
at various points during BRE's ownership of the land.
On February 28, 1994, BRE filed a complaint for rent and damages against Collins
& Aikman Group, Inc. ("CAGI") in San Francisco County Superior Court, under Case
No. 958908. The complaint alleges that CAGI breached a written lease for
warehouse space and seeks damages in excess of $1,000,000. On April 29, 1994,
CAGI filed an answer to the complaint generally denying its allegations, and
filed a cross-complaint against BRE for breach of written lease, forcible entry
and detainer and conversion. The cross-complaint seeks monetary damages in
excess of $200,000 against BRE.
ITEM 6. EXHIBITS AND REPORTS ON FORM 8-K
(a) Exhibits
The following exhibits are submitted herewith:
11. Computation of Earnings Per Share
(b) Reports on Form 8-K. The company did not file any reports on
Form 8-K during the quarter for which this report is filed.
11
<PAGE>
SIGNATURES
Pursuant to the requirements of the Securities Exchange Act of 1934, the
registrant has duly caused this report to be signed on its behalf by the
undersigned thereunto duly authorized.
BRE PROPERTIES, INC.
(Registrant)
Date ______________________________ ___________________________________
Howard E. Mason, Jr.
Senior Vice President, Finance
Date ______________________________ ___________________________________
Ellen G. Breslauer
Secretary and Treasurer
12
<PAGE>
EXHIBIT INDEX
Number Description Page
- - ------ ----------- ----
11 Computation of Earnings per Share 14
13
<PAGE>
- - --------------------------------------------------------------------------------
EXHIBIT 11 - Computation of Earnings Per Share
- - --------------------------------------------------------------------------------
BRE PROPERTIES, INC.
STATEMENT OF EARNINGS PER SHARE
On June 8, 1993, the company called for redemption at par all of the 9 1/2%
Convertible Subordinated Debentures due 2008. At April 30, 1993, $43,540,000
had been outstanding. Of that amount, $42,837,000 converted into shares of
common stock, at a price of $31 per share, during the quarter ended July 31,
1993. The remaining $703,000 was redeemed in cash. These debentures were not
common stock equivalents.
Weighted average shares outstanding are computed by adding the shares
outstanding at each month end and dividing that result by the number of months
elapsed in the year-to-date period. No interest expense was charged on
debentures converted before an interest date. Interest expense on debentures
converted after an interest date was charged only through the interest date
immediately prior to the date of the conversion.
<TABLE>
<CAPTION>
For the Three Months For the Nine Months
Ended April 30, Ended April 30,
1994 1993 1994 1993
---- ---- ---- ----
<S> <C> <C> <C> <C>
Computation:
Shares outstanding, beginning of
year 10,912,399 7,920,041 10,912,399 7,920,041
Averaged for dates of grants,
exercises or conversions:
Public offering, 1,500,000,
March 29, 1993 750,000 300,000
Shares issued on conversion of
debentures 51,411 20,564
Exercisable, in-the-money,
stock options 19,533 14,535 19,533 14,535
Restricted shares granted,
less forfeitures 2,750 1,635 2,504 1,499
Exercise of stock options 1,334 783 1,055 533
------------ ------------ ------------ ------------
Weighted average shares
outstanding 10,936,016 8,738,405 10,935,491 8,257,172
------------ ------------ ------------ ------------
------------ ------------ ------------ ------------
Net income before gain on sales of
investments $ 5,412,169 $ 4,288,144 $ 15,883,940 $ 11,644,495
------------ ------------ ------------ ------------
------------ ------------ ------------ ------------
Computation $.50 $.49 $1.46 $1.41
------------ ------------ ------------ ------------
------------ ------------ ------------ ------------
Net gain on sales of investments -- -- $152,509 $9,515,089
------------ ------------
------------ ------------
Computation -- -- $.01 $1.15
------------ ------------
------------ ------------
PRIMARY EARNINGS PER SHARE $.50 $.49 $1.47 $2.56
------------ ------------ ------------ ------------
------------ ------------ ------------ ------------
</TABLE>
14
<PAGE>
- - --------------------------------------------------------------------------------
EXHIBIT 11 - COMPUTATION OF EARNINGS PER SHARE (Continued)
- - --------------------------------------------------------------------------------
BRE PROPERTIES, INC.
<TABLE>
<CAPTION>
For the Three Months For the Nine Months
Ended April 30, Ended April 30,
1994 1993 1994 1993
---- ---- ---- ----
<S> <C> <C> <C> <C>
FULLY DILUTED EARNINGS PER SHARE
Shares outstanding, end of
period 10,916,483 9,530,730 10,916,483 9,530,730
Exercisable, in-the-money, stock
options 19,533 14,535 19,533 14,535
Assumed conversion of:
9 1/2% Debentures due 2008 1,404,516 1,404,516
------------ ------------ ------------ ------------
Total Shares 10,936,016 10,949,781 10,936,016 10,949,781
------------ ------------ ------------ ------------
------------ ------------ ------------ ------------
Income before gain on sales of
investments $ 5,412,169 $ 4,288,144 $ 15,883,940 $ 11,644,495
Add interest on:
9 1/2% Debentures due 2008 991,991 3,241,110
------------ ------------ ------------ ------------
Total Income $ 5,412,169 $ 5,280,135 $ 15,883,940 $14,885,605
------------ ------------ ------------ ------------
------------ ------------ ------------ ------------
As computed $.50 $.48 $1.46 $1.36
------------ ------------ ------------ ------------
------------ ------------ ------------ ------------
Net gain on sales of investments -- -- $ 152,509 $9,515,089
------------ ------------ ------------ ------------
------------ ------------ ------------ ------------
As computed -- -- $.01 $.87
------------ ------------ ------------ ------------
------------ ------------ ------------ ------------
Fully diluted earnings per share
as reported $.50 $.48 $1.47 $2.23
------------ ------------ ------------ ------------
------------ ------------ ------------ ------------
</TABLE>
15
