(Mark
One)
|
|
x
|
QUARTERLY
REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF
1934
|
For
the quarter ended March 31, 2008
|
|
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
|
TEXAS
|
74-1464203
|
|
(State
or other jurisdiction of incorporation or organization)
|
(IRS
Employer Identification No.)
|
|
2600
Citadel Plaza Drive
|
||
P.O.
Box 924133
|
||
Houston,
Texas
|
77292-4133
|
|
(Address
of principal executive offices)
|
(Zip
Code)
|
|
(713)
866-6000
|
||
(Registrant's
telephone number)
|
(Former
name, former address and former fiscal year, if changed since last
report)
|
PART
I-FINANCIAL INFORMATION
|
||||||||
ITEM
1.
Financial Statements
|
||||||||
WEINGARTEN
REALTY INVESTORS
|
||||||||
CONDENSED
STATEMENTS OF CONSOLIDATED INCOME AND COMPREHENSIVE INCOME
|
||||||||
(Unaudited)
|
||||||||
(In
thousands, except per share amounts)
|
||||||||
Three
Months Ended
|
||||||||
March
31,
|
||||||||
2008
|
2007
|
|||||||
Revenues:
|
||||||||
Rentals
|
$ | 152,428 | $ | 140,668 | ||||
Other
|
2,732 | 2,020 | ||||||
Total
|
155,160 | 142,688 | ||||||
Expenses:
|
||||||||
Depreciation
and amortization
|
43,324 | 31,685 | ||||||
Operating
|
26,748 | 23,042 | ||||||
Ad
valorem taxes
|
18,249 | 16,184 | ||||||
General
and administrative
|
6,854 | 6,609 | ||||||
Total
|
95,175 | 77,520 | ||||||
Operating
Income
|
59,985 | 65,168 | ||||||
Interest
Expense
|
(35,480 | ) | (36,089 | ) | ||||
Interest
and Other Income
|
1,049 | 1,712 | ||||||
Equity
in Earnings of Real Estate Joint Ventures and Partnerships,
net
|
5,247 | 3,347 | ||||||
Income
Allocated to Minority Interests
|
(1,826 | ) | (1,178 | ) | ||||
Gain
on Sale of Properties
|
12 | 2,089 | ||||||
Gain
on Land and Merchant Development Sales
|
519 | 666 | ||||||
(Provision)
Benefit for Income Taxes
|
(747 | ) | 9 | |||||
Income
from Continuing Operations
|
28,759 | 35,724 | ||||||
Operating
Income from Discontinued Operations
|
265 | 2,805 | ||||||
Gain
on Sale of Properties from Discontinued Operations
|
8,370 | 12,856 | ||||||
Income
from Discontinued Operations
|
8,635 | 15,661 | ||||||
Net
Income
|
37,394 | 51,385 | ||||||
Dividends
on Preferred Shares
|
(8,618 | ) | (4,728 | ) | ||||
Net
Income Available to Common Shareholders
|
$ | 28,776 | $ | 46,657 | ||||
Net
Income Per Common Share - Basic:
|
||||||||
Income
from Continuing Operations
|
$ | 0.24 | $ | 0.36 | ||||
Income
from Discontinued Operations
|
0.10 | 0.18 | ||||||
Net
Income
|
$ | 0.34 | $ | 0.54 | ||||
Net
Income Per Common Share - Diluted:
|
||||||||
Income
from Continuing Operations
|
$ | 0.24 | $ | 0.36 | ||||
Income
from Discontinued Operations
|
0.10 | 0.17 | ||||||
Net
Income
|
$ | 0.34 | $ | 0.53 | ||||
Net
Income
|
$ | 37,394 | $ | 51,385 | ||||
Other
Comprehensive Income (Loss):
|
||||||||
Unrealized
gain on derivatives
|
25 | |||||||
Realized
loss on derivatives, net
|
(7,204 | ) | ||||||
Amortization
of loss on derivatives
|
219 | 219 | ||||||
Other
Comprehensive Income (Loss)
|
(6,985 | ) | 244 | |||||
Comprehensive
Income
|
$ | 30,409 | $ | 51,629 | ||||
See
Notes to Condensed Consolidated Financial Statements.
|
WEINGARTEN
REALTY INVESTORS
|
||||||||
CONDENSED
CONSOLIDATED BALANCE SHEETS
|
||||||||
(Unaudited)
|
||||||||
(In
thousands, except per share amounts)
|
||||||||
March
31,
|
December
31,
|
|||||||
2008
|
2007
|
|||||||
ASSETS
|
||||||||
Property
|
$ | 4,993,765 | $ | 4,972,344 | ||||
Accumulated
Depreciation
|
(789,244 | ) | (774,321 | ) | ||||
Property
Held for Sale,net
|
7,590 | |||||||
Property
- net
|
4,212,111 | 4,198,023 | ||||||
Investment
in Real Estate Joint Ventures and Partnerships
|
297,412 | 300,756 | ||||||
Total
|
4,509,523 | 4,498,779 | ||||||
Notes
Receivable from Real Estate Joint Ventures and
Partnerships
|
109,661 | 81,818 | ||||||
Unamortized
Debt and Lease Costs
|
118,368 | 114,969 | ||||||
Accrued
Rent and Accounts Receivable (net of allowance for doubtful accounts
of $8,990 in 2008 and $8,721 in 2007)
|
95,628 | 94,607 | ||||||
Cash
and Cash Equivalents
|
61,488 | 65,777 | ||||||
Restricted
Deposits and Mortgage Escrows
|
31,066 | 38,884 | ||||||
Other
|
117,951 | 98,509 | ||||||
Total
|
$ | 5,043,685 | $ | 4,993,343 | ||||
LIABILITIES
AND SHAREHOLDERS' EQUITY
|
||||||||
Debt
|
$ | 3,214,656 | $ | 3,165,059 | ||||
Accounts
Payable and Accrued Expenses
|
117,111 | 155,137 | ||||||
Other
|
99,754 | 104,439 | ||||||
Total
|
3,431,521 | 3,424,635 | ||||||
Minority
Interest
|
160,449 | 96,885 | ||||||
Commitments
and Contingencies
|
||||||||
Shareholders'
Equity:
|
||||||||
Preferred
Shares of Beneficial Interest - par value, $.03 per share; shares
authorized: 10,000
|
||||||||
6.75%
Series D cumulative redeemable preferred shares of beneficial
interest; 100 shares issued and outstanding in
2008 and 2007; liquidation preference
$75,000
|
3 | 3 | ||||||
6.95%
Series E cumulative redeemable preferred shares of beneficial
interest; 29 shares issued and outstanding in 2008 and
2007; liquidation preference $72,500
|
1 | 1 | ||||||
6.5%
Series F cumulative redeemable preferred shares of beneficial
interest; 80 shares issued and outstanding in 2008 and
2007; liquidation preference $200,000
|
2 | 2 | ||||||
Variable-rate
Series G cumulative redeemable preferred shares of beneficial
interest, 80 shares issued and outstanding in 2008 and
2007; liquidation preference $200,000
|
2 | 2 | ||||||
Common
Shares of Beneficial Interest - par value, $.03 per share; shares
authorized: 150,000; shares issued and outstanding:
83,933
in 2008 and 85,146 in 2007
|
2,528 | 2,565 | ||||||
Treasury
Shares of Beneficial Interest - par value, $.03 per share; none
in 2008 and 1,370 shares outstanding in 2007
|
(41 | ) | ||||||
Accumulated
Additional Paid-In Capital
|
1,444,180 | 1,442,027 | ||||||
Net
Income in Excess of Accumulated Dividends
|
27,459 | 42,739 | ||||||
Accumulated
Other Comprehensive Loss
|
(22,460 | ) | (15,475 | ) | ||||
Shareholders'
Equity
|
1,451,715 | 1,471,823 | ||||||
Total
|
$ | 5,043,685 | $ | 4,993,343 | ||||
See
Notes to Condensed Consolidated Financial Statements.
|
WEINGARTEN
REALTY INVESTORS
|
||||||||
CONDENSED
STATEMENTS OF CONSOLIDATED CASH FLOWS
|
||||||||
(Unaudited)
|
||||||||
(In
thousands)
|
||||||||
Three
Months Ended
|
||||||||
March
31,
|
||||||||
2008
|
2007
|
|||||||
Cash
Flows from Operating Activities:
|
||||||||
Net
Income
|
$ | 37,394 | $ | 51,385 | ||||
Adjustments
to reconcile net income to net cash provided by operating
activities:
|
||||||||
Depreciation
and amortization
|
43,505 | 33,384 | ||||||
Equity
in earnings of real estate joint ventures and partnerships,
net
|
(5,247 | ) | (3,347 | ) | ||||
Income
allocated to minority interests
|
1,826 | 1,178 | ||||||
Gain
on land and merchant development sales
|
(519 | ) | (666 | ) | ||||
Gain
on sale of properties
|
(8,382 | ) | (14,945 | ) | ||||
Distributions
of income from unconsolidated real estate joint ventures
and partnerships
|
1,747 | 1,121 | ||||||
Changes
in accrued rent and accounts receivable
|
(4,389 | ) | 1,805 | |||||
Changes
in other assets
|
(6,939 | ) | (23,699 | ) | ||||
Changes
in accounts payable and accrued expenses
|
(48,703 | ) | (45,648 | ) | ||||
Other,
net
|
(720 | ) | (53 | ) | ||||
Net
cash provided by operating activities
|
9,573 | 515 | ||||||
Cash
Flows from Investing Activities:
|
||||||||
Investment
in property
|
(65,699 | ) | (225,656 | ) | ||||
Proceeds
from sale and disposition of properties, net
|
80,578 | 17,848 | ||||||
Change
in restricted deposits and mortgage escrows
|
7,818 | 64,587 | ||||||
Notes
receivable from real estate joint ventures and partnerships and
other receivables:
|
||||||||
Advances
|
(42,850 | ) | (18,427 | ) | ||||
Collections
|
4,860 | 178 | ||||||
Real
estate joint ventures and partnerships:
|
||||||||
Investments
|
(591 | ) | (21,165 | ) | ||||
Distributions
of capital
|
7,037 | 1,612 | ||||||
Net
cash used in investing activities
|
(8,847 | ) | (181,023 | ) | ||||
Cash
Flows from Financing Activities:
|
||||||||
Proceeds
from issuance of:
|
||||||||
Debt
|
175,240 | 522 | ||||||
Common
shares of beneficial interest
|
786 | 2,263 | ||||||
Preferred
shares of beneficial interest, net
|
194,162 | |||||||
Principal
payments of debt
|
(126,179 | ) | (4,731 | ) | ||||
Common
and preferred dividends paid
|
(52,674 | ) | (47,508 | ) | ||||
Debt
issuance costs paid
|
(609 | ) | (140 | ) | ||||
Other,
net
|
(1,579 | ) | 443 | |||||
Net
cash (used in) provided by financing activities
|
(5,015 | ) | 145,011 | |||||
Net
decrease in cash and cash equivalents
|
(4,289 | ) | (35,497 | ) | ||||
Cash
and cash equivalents at January 1
|
65,777 | 71,003 | ||||||
Cash
and cash equivalents at March 31
|
$ | 61,488 | $ | 35,506 | ||||
See
Notes to Condensed Consolidated Financial Statements.
|
Three
Months Ended
|
||||||||
March
31,
|
||||||||
2008
|
2007
|
|||||||
Numerator:
|
||||||||
Net
income available to common shareholders
|
$ | 28,776 | $ | 46,657 | ||||
Income
attributable to operating partnership units
|
1,106 | |||||||
Net
income available to common shareholders - diluted
|
$ | 28,776 | $ | 47,763 | ||||
Denominator:
|
||||||||
Weighted
average shares outstanding - basic
|
83,679 | 86,005 | ||||||
Effect
of dilutive securities:
|
||||||||
Share
options and awards
|
488 | 1,123 | ||||||
Operating
partnership units
|
2,681 | |||||||
Weighted
average shares outstanding - diluted
|
84,167 | 89,809 |
Three
Months Ended
|
||||||||
March
31,
|
||||||||
2008
|
2007
|
|||||||
Debt
|
-
|
$ | 19,061 | |||||
Net
Assets and Liabilities
|
-
|
3,086 |
March
31,
|
December
31,
|
|||||||
2008
|
2007
|
|||||||
Debt
payable to 2030 at 4.5% to 8.8%
|
$ | 2,905,165 | $ | 2,876,445 | ||||
Unsecured
notes payable under revolving credit agreements
|
275,940 | 255,000 | ||||||
Obligations
under capital leases
|
29,725 | 29,725 | ||||||
Industrial
revenue bonds payable to 2015 at 2.2% to 3.9%
|
3,826 | 3,889 | ||||||
Total
|
$ | 3,214,656 | $ | 3,165,059 |
March
31,
|
December
31,
|
|||||||
2008
|
2007
|
|||||||
As
to interest rate (including the effects of interest rate
swaps):
|
||||||||
Fixed-rate
debt
|
$ | 2,872,086 | $ | 2,843,320 | ||||
Variable-rate
debt
|
342,570 | 321,739 | ||||||
Total
|
$ | 3,214,656 | $ | 3,165,059 | ||||
As
to collateralization:
|
||||||||
Unsecured
debt
|
$ | 2,118,583 | $ | 2,095,506 | ||||
Secured
debt
|
1,096,073 | 1,069,553 | ||||||
Total
|
$ | 3,214,656 | $ | 3,165,059 |
2008
|
$ | 128,434 | ||
2009
|
113,506 | |||
2010
|
119,183 | |||
2011
|
891,893 | |||
2012
|
335,317 | |||
2013
|
334,984 | |||
2014
|
375,249 | |||
2015
|
249,943 | |||
2016
|
143,517 | |||
2017
|
29,680 | |||
Thereafter
|
166,102 | |||
Total
|
$ | 2,887,808 |
March
31,
|
December
31,
|
|||||||
2008
|
2007
|
|||||||
Land
|
$ | 973,767 | $ | 974,145 | ||||
Land
held for development
|
60,913 | 62,033 | ||||||
Land
under development
|
227,769 | 223,827 | ||||||
Buildings
and improvements
|
3,529,694 | 3,533,037 | ||||||
Construction
in-progress
|
201,622 | 179,302 | ||||||
Total
|
$ | 4,993,765 | $ | 4,972,344 |
Three
Months Ended
|
||||||||
March
31,
|
||||||||
2008
|
2007
|
|||||||
Interest
|
$ | 5,178 | $ | 5,855 | ||||
Ad
valorem taxes
|
574 | 505 | ||||||
Total
|
$ | 5,752 | $ | 6,360 |
March
31,
|
December
31,
|
|||||||
2008
|
2007
|
|||||||
Combined
Condensed Balance Sheets
|
||||||||
Property
|
$ | 1,695,028 | $ | 1,660,915 | ||||
Accumulated
depreciation
|
(80,207 | ) | (71,998 | ) | ||||
Property
– net
|
1,614,821 | 1,588,917 | ||||||
Other
assets
|
217,166 | 238,166 | ||||||
Total
|
$ | 1,831,987 | $ | 1,827,083 | ||||
Debt
(primarily mortgage payables)
|
$ | 377,650 | $ | 378,206 | ||||
Amounts
payable to Weingarten Realty Investors
|
114,389 | 87,191 | ||||||
Other
liabilities
|
125,687 | 138,150 | ||||||
Accumulated
equity
|
1,214,261 | 1,223,536 | ||||||
Total
|
$ | 1,831,987 | $ | 1,827,083 |
Three
Months Ended
|
||||||||
March
31,
|
||||||||
2008
|
2007
|
|||||||
Combined
Condensed Statements of Income
|
||||||||
Revenues
|
$ | 38,673 | $ | 31,219 | ||||
Expenses:
|
||||||||
Interest
|
3,921 | 5,090 | ||||||
Depreciation
and amortization
|
8,618 | 7,003 | ||||||
Operating
|
6,263 | 4,615 | ||||||
Ad
valorem taxes
|
4,788 | 4,055 | ||||||
General
and administrative
|
265 | 165 | ||||||
Total
|
23,855 | 20,928 | ||||||
Gain
on land and merchant development sales
|
495 | |||||||
Gain
on sale of properties
|
38 | |||||||
Net
income
|
$ | 15,351 | $ | 10,291 |
March
31,
|
December
31,
|
|||||||
2008
|
2007
|
|||||||
Identified
Intangible Assets:
|
||||||||
Above-Market
Leases (included in Other Assets)
|
$ | 18,608 | $ | 18,590 | ||||
Above-Market
Leases – Accumulated Amortization
|
(7,925 | ) | (7,323 | ) | ||||
Below-Market
Assumed Mortgages (included in Debt)
|
2,072 | 2,072 | ||||||
Below-Market
Assumed Mortgages – Accumulated Amortization
|
(316 | ) | (246 | ) | ||||
Valuation
of In Place Leases (included in Unamortized Debt and Lease
Costs)
|
61,918 | 59,498 | ||||||
Valuation
of In Place Leases – Accumulated Amortization
|
(24,208 | ) | (22,308 | ) | ||||
$ | 50,149 | $ | 50,283 | |||||
Identified
Intangible Liabilities:
|
||||||||
Below-Market
Leases (included in Other Liabilities)
|
$ | 39,482 | $ | 39,141 | ||||
Below-Market
Leases – Accumulated Amortization
|
(13,417 | ) | (11,949 | ) | ||||
Above-Market
Assumed Mortgages (included in Debt)
|
58,414 | 58,414 | ||||||
Above-Market
Assumed Mortgages – Accumulated Amortization
|
(26,189 | ) | (24,517 | ) | ||||
$ | 58,290 | $ | 61,089 |
2009
|
$ | 2,779 | ||
2010
|
1,948 | |||
2011
|
1,374 | |||
2012
|
1,118 | |||
2013
|
974 |
2009
|
$ | 6,200 | ||
2010
|
5,178 | |||
2011
|
3,996 | |||
2012
|
3,203 | |||
2013
|
2,433 |
2009
|
$ | 4,476 | ||
2010
|
3,823 | |||
2011
|
2,526 | |||
2012
|
1,355 | |||
2013
|
908 |
Quoted
Prices in Active Markets for Identical Assets and Liabilities
(Level
1)
|
Significant
Other Observable Inputs
(Level
2)
|
Significant
Unobservable Inputs
(Level
3)
|
Fair
Value at March 31, 2008
|
|||||||||||||
Assets:
|
||||||||||||||||
Investments
held in grantor trusts
|
$ | 33,085 | $ | 33,085 | ||||||||||||
Derivative
instruments
|
$ | 1,776 | 1,776 | |||||||||||||
Total
|
$ | 33,085 | $ | 1,776 |
-
|
$ | 34,861 | |||||||||
Liabilities:
|
||||||||||||||||
Debt
associated with derivative instruments
|
$ | 51,776 | $ | 51,776 | ||||||||||||
Deferred
compensation plan obligations
|
$ | 13,799 | 13,799 | |||||||||||||
Total
|
$ | 13,799 | $ | 51,776 |
-
|
$ | 65,575 |
Three
Months Ended
|
||||||||
March
31,
|
||||||||
2008
|
2007
|
|||||||
Fair
value per share
|
$ | 3.07 | $ | 4.91 | ||||
Dividend
yield
|
5.1 | % | 5.7 | % | ||||
Expected
volatility
|
18.8 | % | 18.2 | % | ||||
Expected
life (in years)
|
6.2 | 5.9 | ||||||
Risk-free
interest rate
|
2.8 | % | 4.4 | % |
Weighted
|
||||||||
Shares
|
Average
|
|||||||
Under
|
Exercise
|
|||||||
Option
|
Price
|
|||||||
Outstanding,
January 1, 2008
|
2,840,290 | $ | 32.66 | |||||
Granted
|
832,106 | 32.22 | ||||||
Forfeited
or expired
|
(4,983 | ) | 39.71 | |||||
Exercised
|
(43,649 | ) | 22.49 | |||||
Outstanding,
March 31, 2008
|
3,623,764 | $ | 32.67 |
Outstanding
|
Exercisable
|
|||||||||||||||||||||||||
Weighted
|
Weighted
|
|||||||||||||||||||||||||
Average
|
Weighted
|
Aggregate
|
Weighted
|
Average
|
Aggregate
|
|||||||||||||||||||||
Remaining
|
Average
|
Intrinsic
|
Average
|
Remaining
|
Intrinsic
|
|||||||||||||||||||||
Range
of
|
Contractual
|
Exercise
|
Value
|
Exercise
|
Contractual
|
Value
|
||||||||||||||||||||
Exercise
Prices
|
Number
|
Life
|
Price
|
(000’s)
|
Number
|
Price
|
Life
|
(000’s)
|
||||||||||||||||||
$17.89
- $26.83
|
1,020,775 |
3.7
years
|
$ | 21.95 | 831,153 | $ | 21.54 |
3.6
years
|
||||||||||||||||||
$26.84
- $40.26
|
2,086,292 |
8.0
years
|
$ | 34.26 | 810,892 | $ | 34.94 |
6.5
years
|
||||||||||||||||||
$40.27
- $49.62
|
516,697 |
8.7years
|
$ | 47.47 | 113,865 | $ | 47.47 |
8.7
years
|
||||||||||||||||||
Total
|
3,623,764 |
6.9
years
|
$ | 32.67 | $ | 6,414 | 1,755,910 | $ | 29.41 |
5.3
years
|
$ | 8,832 |
Unvested
|
||||||||
Restricted
|
Weighted
|
|||||||
Share
|
Average
Grant
|
|||||||
Awards
|
Date
Fair Value
|
|||||||
Outstanding,
January 1, 2008
|
117,539 | $ | 41.45 | |||||
Granted
|
107,913 | 32.22 | ||||||
Vested
|
(527 | ) | 35.42 | |||||
Forfeited
|
- | - | ||||||
Outstanding,
March 31, 2008
|
224,925 | $ | 37.04 |
Three
Months Ended
|
||||||||
March
31,
|
||||||||
2008
|
2007
|
|||||||
Service
cost
|
$ | 900 | $ | 878 | ||||
Interest
cost
|
965 | 563 | ||||||
Expected
return on plan assets
|
(482 | ) | (319 | ) | ||||
Prior
service cost
|
(31 | ) | (25 | ) | ||||
Recognized
(gain) loss
|
(29 | ) | 55 | |||||
Total
|
$ | 1,323 | $ | 1,152 |
Shopping
|
||||||||||||||||
Center
|
Industrial
|
Other
|
Total
|
|||||||||||||
Three
Months Ended March 31, 2008:
|
||||||||||||||||
Revenues
|
$ | 138,932 | $ | 14,178 | $ | 2,050 | $ | 155,160 | ||||||||
Net Operating Income
|
99,275 | 9,949 | 939 | 110,163 | ||||||||||||
Equity
in Earnings of Real Estate Joint Ventures and Partnerships,
net
|
4,763 | 441 | 43 | 5,247 | ||||||||||||
Three
Months Ended March 31, 2007:
|
||||||||||||||||
Revenues
|
$ | 128,663 | $ | 12,452 | $ | 1,573 | $ | 142,688 | ||||||||
Net Operating Income
|
93,956 | 8,747 | 759 | 103,462 | ||||||||||||
Equity
in Earnings of Real Estate Joint Ventures and Partnerships,
net
|
2,937 | 350 | 60 | 3,347 | ||||||||||||
As
of March 31, 2008:
|
||||||||||||||||
Investment
in Real Estate Joint Ventures and Partnerships
|
$ | 257,704 | $ | 35,295 | $ | 4,413 | $ | 297,412 | ||||||||
Total Assets
|
3,929,748 | 351,180 | 762,757 | 5,043,685 | ||||||||||||
As
of March 31, 2007:
|
||||||||||||||||
Investment
in Real Estate Joint Ventures and Partnerships
|
$ | 225,818 | $ | 25,082 | $ | 4,513 | $ | 255,413 | ||||||||
Total Assets
|
3,669,649 | 323,164 | 525,184 | 4,517,997 |
Three
Months Ended
|
||||||||
March
31,
|
||||||||
2008
|
2007
|
|||||||
Total
Segment Net Operating Income
|
$ | 110,163 | $ | 103,462 | ||||
Depreciation
and Amortization
|
(43,324 | ) | (31,685 | ) | ||||
General
and Administrative
|
(6,854 | ) | (6,609 | ) | ||||
Interest
Expense
|
(35,480 | ) | (36,089 | ) | ||||
Interest
and Other Income
|
1,049 | 1,712 | ||||||
Equity
in Earnings of Real Estate Joint Ventures
and Partnerships, net
|
5,247 | 3,347 | ||||||
Income
Allocated to Minority Interests
|
(1,826 | ) | (1,178 | ) | ||||
Gain
on Land and Merchant Development Sales
|
519 | 666 | ||||||
Gain
on Sale of Properties
|
12 | 2,089 | ||||||
(Provision)
Benefit for Income Taxes
|
(747 | ) | 9 | |||||
Income
from Continuing Operations
|
$ | 28,759 | $ | 35,724 |
March
31,
|
||||||||
2008
|
2007
|
|||||||
Shopping
Centers
|
94.8 | % | 95.4 | % | ||||
Industrial
|
90.7 | % | 90.8 | % | ||||
Total
Portfolio
|
93.7 | % | 94.4 | % |
Three
Months Ended
|
||||||||
March
31,
|
||||||||
2008
|
2007
|
|||||||
Gross
interest expense
|
$ | 42,259 | $ | 43,746 | ||||
Adjustment
for out-of-market mortgage debt acquired
|
(1,601 | ) | (1,802 | ) | ||||
Capitalized
interest
|
(5,178 | ) | (5,855 | ) | ||||
Total
|
$ | 35,480 | $ | 36,089 |
2008
|
2009
|
2010
|
2011
|
2012
|
Thereafter
|
Total
|
||||||||||||||||||||||
Mortgages
and Notes Payable: (1)
|
||||||||||||||||||||||||||||
Unsecured
Debt
|
$ | 141,416 | $ | 123,522 | $ | 415,750 | $ | 860,566 | $ | 242,216 | $ | 797,690 | $ | 2,581,160 | ||||||||||||||
Secured
Debt
|
114,055 | 142,299 | 124,634 | 151,401 | 177,697 | 728,556 | 1,438,642 | |||||||||||||||||||||
Ground
Lease Payments
|
2,037 | 3,114 | 3,073 | 3,000 | 2,858 | 114,489 | 128,571 | |||||||||||||||||||||
Obligations
to Develop Projects
|
142,271 | 74,739 | 37,500 | 17,981 | 1,659 | 1,659 | 275,809 | |||||||||||||||||||||
Total
Contractual Obligations
|
$ | 399,779 | $ | 343,674 | $ | 580,957 | $ | 1,032,948 | $ | 424,430 | $ | 1,642,394 | $ | 4,424,182 |
Three
Months Ended
|
||||||||
March
31,
|
||||||||
2008
|
2007
|
|||||||
Net
income available to common shareholders
|
$ | 28,776 | $ | 46,657 | ||||
Depreciation
and amortization
|
42,302 | 31,979 | ||||||
Depreciation
and amortization of unconsolidated real estate joint
ventures and partnerships
|
2,540 | 2,057 | ||||||
Gain
on sale of properties
|
(7,736 | ) | (14,945 | ) | ||||
Gain
on sale of properties of unconsolidated real estate joint
ventures and partnerships
|
(14 | ) | - | |||||
Funds
from operations
|
65,868 | 65,748 | ||||||
Funds
from operations attributable to operating partnership
units
|
- | 1,106 | ||||||
Funds
from operations assuming conversion of OP units
|
$ | 65,868 | $ | 66,854 | ||||
Weighted
average shares outstanding - basic
|
83,679 | 86,005 | ||||||
Effect
of dilutive securities:
|
||||||||
Share options and awards
|
488 | 1,123 | ||||||
Operating partnership units
|
- | 2,681 | ||||||
Weighted
average shares outstanding - diluted
|
84,167 | 89,809 |
WEINGARTEN
REALTY INVESTORS
|
||
(Registrant)
|
||
By:
|
/s/
Andrew M. Alexander
|
|
Andrew
M. Alexander
|
||
Chief
Executive Officer
|
||
By:
|
/s/
Joe D. Shafer
|
|
Joe
D. Shafer
|
||
Vice
President/Chief Accounting Officer
|
||
(Principal
Accounting Officer)
|
(a)
|
Exhibits:
|
|
3.1
|
—
|
Restated
Declaration of Trust (filed as Exhibit 3.1 to WRI's Registration Statement
on Form 8-A dated January 19, 1999 and incorporated herein by
reference).
|
3.2
|
—
|
Amendment
of the Restated Declaration of Trust (filed as Exhibit 3.2 to WRI's
Registration Statement on Form 8-A dated January 19, 1999 and incorporated
herein by reference).
|
3.3
|
—
|
Second
Amendment of the Restated Declaration of Trust (filed as Exhibit 3.3 to
WRI's Registration Statement on Form 8-A dated January 19, 1999 and
incorporated herein by reference).
|
3.4
|
—
|
Third
Amendment of the Restated Declaration of Trust (filed as Exhibit 3.4 to
WRI's Registration Statement on Form 8-A dated January 19, 1999 and
incorporated herein by reference).
|
3.5
|
—
|
Fourth
Amendment of the Restated Declaration of Trust dated April 28, 1999 (filed
as Exhibit 3.5 to WRI's Annual Report on Form 10-K for the year ended
December 31, 2001 and incorporated herein by
reference).
|
3.6
|
—
|
Fifth
Amendment of the Restated Declaration of Trust dated April 20, 2001 (filed
as Exhibit 3.6 to WRI's Annual Report on Form 10-K for the year ended
December 31, 2001 and incorporated herein by
reference).
|
3.7
|
—
|
Amended
and Restated Bylaws of WRI (filed as Exhibit 99.2 to WRI's Registration
Statement on Form 8-A dated February 23, 1998 and incorporated herein by
reference).
|
3.8
|
—
|
Amendment
of Bylaws-Direct Registration System, Section 7.2(a) dated May 3,
2007 (filed as Exhibit 3.8 to WRI’s Form 10-Q for the quarter ended June
30, 2007 and incorporated herein by reference).
|
4.1
|
—
|
Subordinated
Indenture dated as of May 1, 1995 between WRI and Chase Bank of Texas,
National Association (formerly, Texas Commerce Bank National Association)
(filed as Exhibit 4(a) to WRI's Registration Statement on Form S-3 (No.
33-57659) and incorporated herein by reference).
|
4.2
|
—
|
Subordinated
Indenture dated as of May 1, 1995 between WRI and Chase Bank of Texas,
National Association (formerly, Texas Commerce Bank National Association)
(filed as Exhibit 4(b) to WRI's Registration Statement on Form S-3 (No.
33-57659) and incorporated herein by reference).
|
4.3
|
—
|
Form
of Fixed Rate Senior Medium Term Note (filed as Exhibit 4.19 to WRI’s
Annual Report on Form 10-K for the year ended December 31, 1998 and
incorporated herein by reference).
|
4.4
|
—
|
Form
of Floating Rate Senior Medium Term Note (filed as Exhibit 4.20 to WRI’s
Annual Report on Form 10-K for the year ended December 31, 1998 and
incorporated herein by reference).
|
4.5
|
—
|
Form
of Fixed Rate Subordinated Medium Term Note (filed as Exhibit 4.21 to
WRI’s Annual Report on Form 10-K for the year ended December 31, 1998 and
incorporated herein by reference).
|
4.6
|
—
|
Form
of Floating Rate Subordinated Medium Term Note (filed as Exhibit 4.22 to
WRI’s Annual Report on Form 10-K for the year ended December 31, 1998 and
incorporated herein by reference).
|
4.7
|
—
|
Statement
of Designation of 6.75% Series D Cumulative Redeemable Preferred Shares
(filed as Exhibit 3.1 to WRI’s Registration Statement on Form 8-A dated
April 17, 2003 and incorporated herein by reference).
|
4.8
|
—
|
Statement
of Designation of 6.95% Series E Cumulative Redeemable Preferred Shares
(filed as Exhibit 3.1 to WRI’s Registration Statement on Form 8-A dated
July 8, 2004 and incorporated herein by reference).
|
4.9
|
—
|
Statement
of Designation of 6.50% Series F Cumulative Redeemable Preferred Shares
(filed as Exhibit 3.1 to WRI’s Registration Statement on Form 8-A dated
January 29, 2007 and incorporated herein by reference).
|
4.10
|
—
|
Statement
of Designation of Adjustable Rate Series G Cumulative Redeemable Preferred
Shares (filed as Exhibit 3.1 to WRI’s Form 8-K dated September 25, 2007
and incorporated herein by
reference).
|
4.11
|
—
|
6.75%
Series D Cumulative Redeemable Preferred Share Certificate (filed as
Exhibit 4.2 to WRI’s Registration Statement on Form 8-A dated April 17,
2003 and incorporated herein by reference).
|
|
4.12
|
—
|
6.95%
Series E Cumulative Redeemable Preferred Share Certificate (filed as
Exhibit 4.2 to WRI’s Registration Statement on Form 8-A dated July 8, 2004
and incorporated herein by reference).
|
|
4.13
|
—
|
6.50%
Series F Cumulative Redeemable Preferred Share Certificate (filed as
Exhibit 4.2 to WRI’s Registration Statement on Form 8-A dated January 29,
2007 and incorporated herein by reference).
|
|
4.14
|
—
|
Form
of Receipt for Depositary Shares, each representing 1/30 of a share of
6.75% Series D Cumulative Redeemable Preferred Shares, par value $.03 per
share (filed as Exhibit 4.3 to WRI’s Registration Statement on Form 8-A
dated April 17, 2003 and incorporated herein by
reference).
|
|
4.15
|
—
|
Form
of Receipt for Depositary Shares, each representing 1/100 of a share of
6.95% Series E Cumulative Redeemable Preferred Shares, par value $.03 per
share (filed as Exhibit 4.3 to WRI’s Registration Statement on Form 8-A
dated July 8, 2004 and incorporated herein by reference).
|
|
4.16
|
—
|
Form
of Receipt for Depositary Shares, each representing 1/100 of a share of
6.50% Series F Cumulative Redeemable Preferred Shares, par value $.03 per
share (filed as Exhibit 4.3 to WRI’s Registration Statement on Form 8-A
dated January 29, 2007 and incorporated herein by
reference).
|
|
4.17
|
—
|
Purchase
Agreement for Depositary Shares, each representing 1/100 of a share of
Adjustable Rate Series G Cumulative Redeemable Preferred Shares, par value
$.03 per share (filed as Exhibit 10.1 to WRI’s Form 8-K dated September
25, 2007 and incorporated herein by reference).
|
|
4.18
|
—
|
Form
of 7% Notes due 2011 (filed as Exhibit 4.17 to WRI’s Annual Report on Form
10-K for the year ended December 31, 2001 and incorporated herein by
reference).
|
|
4.19
|
—
|
Form
of 3.95% Convertible Senior Notes due 2026 (filed as Exhibit 4.2 to WRI’s
Form 8-K on August 2, 2006 and incorporated herein by
reference).
|
|
10.1†
|
—
|
1988
Share Option Plan of WRI, as amended (filed as Exhibit 10.1 to WRI’s
Annual Report on Form 10-K for the year ended December 31, 1990 and
incorporated herein by reference).
|
|
10.2†
|
—
|
The
Savings and Investment Plan for Employees of Weingarten Realty Investors
dated December 17, 2003 (filed as Exhibit 10.34 on WRI’s Annual Report on
Form 10-K for the year ended December 31, 2005 and incorporated herein by
reference).
|
|
10.3†
|
—
|
The
Savings and Investment Plan for Employees of WRI, as amended (filed as
Exhibit 4.1 to WRI’s Registration Statement on Form S-8 (No. 33-25581) and
incorporated herein by reference).
|
|
10.4†
|
—
|
First
Amendment to the Savings and Investment Plan for Employees of Weingarten
Realty Investors dated August 1, 2005 (filed as Exhibit 10.25 on WRI’s
Form 10-Q for the quarter ended September 30, 2005 and incorporated herein
by reference).
|
|
10.5†
|
—
|
The
Fifth Amendment to Savings and Investment Plan for Employees of WRI (filed
as Exhibit 4.1.1 to WRI’s Post-Effective Amendment No. 1 to Registration
Statement on Form S-8 (No. 33-25581) and incorporated herein by
reference).
|
|
10.6†
|
—
|
Mandatory
Distribution Amendment for the Savings and Investment Plan for Employees
of Weingarten Realty Investors dated August 1, 2005 (filed as Exhibit
10.26 on WRI’s Form 10-Q for the quarter ended September 30, 2005 and
incorporated herein by reference).
|
|
10.7†
|
—
|
The
1993 Incentive Share Plan of WRI (filed as Exhibit 4.1 to WRI’s
Registration Statement on Form S-8 (No. 33-52473) and incorporated herein
by reference).
|
|
10.8†
|
—
|
1999
WRI Employee Share Purchase Plan (filed as Exhibit 10.6 to WRI’s Annual
Report on Form 10-K for the year ended December 31, 1999 and incorporated
herein by reference).
|
|
10.9†
|
—
|
2001
Long Term Incentive Plan (filed as Exhibit 10.7 to WRI’s Annual Report on
Form 10-K for the year ended December 31, 2001 and incorporated herein by
reference).
|
|
10.10
|
—
|
Master
Promissory Note in the amount of $20,000,000 between WRI, as payee, and
Chase Bank of Texas, National Association (formerly, Texas Commerce Bank
National Association), as maker, effective December 30, 1998 (filed as
Exhibit 4.15 to WRI’s Annual Report on Form 10-K for the year ended
December 31, 1999 and incorporated herein by reference).
|
10.11†
|
—
|
Weingarten
Realty Retirement Plan restated effective April 1, 2002 (filed as Exhibit
10.29 on WRI’s Annual Report on Form 10-K for the year ended December 31,
2005 and incorporated herein by reference).
|
|
10.12†
|
—
|
First
Amendment to the Weingarten Realty Retirement Plan, dated December 31,
2003 (filed as Exhibit 10.33 on WRI’s Annual Report on Form 10-K for the
year ended December 31, 2005 and incorporated herein by
reference).
|
|
10.13†
|
—
|
First
Amendment to the Weingarten Realty Pension Plan, dated August 1, 2005
(filed as Exhibit 10.27 on WRI’s Form 10-Q for the quarter ended September
30, 2005 and incorporated herein by reference).
|
|
10.14†
|
—
|
Mandatory
Distribution Amendment for the Weingarten Realty Retirement Plan dated
August 1, 2005 (filed as Exhibit 10.28 on WRI’s Form 10-Q for the quarter
ended September 30, 2005 and incorporated herein by
reference).
|
|
10.15†
|
—
|
Weingarten
Realty Investors Supplemental Executive Retirement Plan amended and
restated effective September 1, 2002 (filed as Exhibit 10.10 on WRI’s Form
10-Q for the quarter ended June 30, 2005 and incorporated herein by
reference).
|
|
10.16†
|
—
|
First
Amendment to the Weingarten Realty Investors Supplemental Executive
Retirement Plan amended on November 3, 2003 (filed as Exhibit 10.11 on
WRI’s Form 10-Q for the quarter ended June 30, 2005 and incorporated
herein by reference).
|
|
10.17†
|
—
|
Second
Amendment to the Weingarten Realty Investors Supplemental Executive
Retirement Plan amended October 22, 2004 (filed as Exhibit 10.12 on WRI’s
Form 10-Q for the quarter ended June 30, 2005 and incorporated herein by
reference).
|
|
10.18†
|
—
|
Third
Amendment to the Weingarten Realty Investors Supplemental Executive
Retirement Plan amended October 22, 2004 (filed as Exhibit 10.13 on WRI’s
Form 10-Q for the quarter ended June 30, 2005 and incorporated herein by
reference).
|
|
10.19†
|
—
|
Weingarten
Realty Investors Retirement Benefit Restoration Plan adopted effective
September 1, 2002 (filed as Exhibit 10.14 on WRI’s Form 10-Q for the
quarter ended June 30, 2005 and incorporated herein by
reference).
|
|
10.20†
|
—
|
First
Amendment to the Weingarten Realty Investors Retirement Benefit
Restoration Plan amended on November 3, 2003 (filed as Exhibit 10.15 on
WRI’s Form 10-Q for the quarter ended June 30, 2005 and incorporated
herein by reference).
|
|
10.21†
|
—
|
Second
Amendment to the Weingarten Realty Investors Retirement Benefit
Restoration Plan amended October 22, 2004 (filed as Exhibit 10.16 on WRI’s
Form 10-Q for the quarter ended June 30, 2005 and incorporated herein by
reference).
|
|
10.22†
|
—
|
Third
Amendment to the Weingarten Realty Pension Plan dated December 23, 2005
(filed as Exhibit 10.30 on WRI’s Annual Report on Form 10-K for the year
ended December 31, 2005 and incorporated herein by
reference).
|
|
10.23†
|
—
|
Weingarten
Realty Investors Deferred Compensation Plan amended and restated as a
separate and independent plan effective September 1, 2002 (filed as
Exhibit 10.17 on WRI’s Form 10-Q for the quarter ended June 30, 2005 and
incorporated herein by reference).
|
|
10.24†
|
—
|
Supplement
to the Weingarten Realty Investors Deferred Compensation Plan amended on
April 25, 2003 (filed as Exhibit 10.18 on WRI’s Form 10-Q for the quarter
ended June 30, 2005 and incorporated herein by
reference).
|
|
10.25†
|
—
|
First
Amendment to the Weingarten Realty Investors Deferred Compensation Plan
amended on November 3, 2003 (filed as Exhibit 10.19 on WRI’s Form 10-Q for
the quarter ended June 30, 2005 and incorporated herein by
reference).
|
|
10.26†
|
—
|
Second
Amendment to the Weingarten Realty Investors Deferred Compensation Plan,
as amended, dated October 13, 2005 (filed as Exhibit 10.29 on WRI’s Form
10-Q for the quarter ended September 30, 2005 and incorporated herein by
reference).
|
|
10.27†
|
—
|
Trust
Under the Weingarten Realty Investors Deferred Compensation Plan amended
and restated effective October 21, 2003 (filed as Exhibit 10.21 on WRI’s
Form 10-Q for the quarter ended June 30, 2005 and incorporated herein by
reference).
|
|
10.28†
|
—
|
Fourth
Amendment to the Weingarten Realty Investors Deferred Compensation Plan,
dated December 23, 2005 (filed as Exhibit 10.31 on WRI’s Annual Report on
Form 10-K for the year ended December 31, 2005 and incorporated herein by
reference).
|
|
10.29†
|
—
|
Trust
Under the Weingarten Realty Investors Retirement Benefit Restoration Plan
amended and restated effective October 21, 2003 (filed as Exhibit 10.22 on
WRI’s Form 10-Q for the quarter ended June 30, 2005 and incorporated
herein by reference).
|
10.30†
|
—
|
Trust
Under the Weingarten Realty Investors Supplemental Executive Retirement
Plan amended and restated effective October 21, 2003 (filed as Exhibit
10.23 on WRI’s Form 10-Q for the quarter ended June 30, 2005 and
incorporated herein by reference).
|
10.31†
|
—
|
First
Amendment to the Trust Under the Weingarten Realty Investors Deferred
Compensation Plan, Supplemental Executive Retirement Plan, and Retirement
Benefit Restoration Plan amended on March 16, 2004 (filed as Exhibit 10.24
on WRI’s Form 10-Q for the quarter ended June 30, 2005 and incorporated
herein by reference).
|
10.32†
|
—
|
Third
Amendment to the Weingarten Realty Investors Deferred Compensation Plan
dated August 1, 2005 (filed as Exhibit 10.30 on WRI’s Form 10-Q for the
quarter ended September 30, 2005 and incorporated herein by
reference).
|
10.33
|
—
|
Amended
and Restated Credit Agreement dated February 22, 2006 among Weingarten
Realty Investors, the Lenders Party Hereto and JPMorgan Chase Bank, N.A.,
as Administrative Agent (filed as Exhibit 10.32 on WRI’s Form 10-K for the
year ended December 31, 2005 and incorporated by
reference).
|
10.34
|
—
|
Amendment
Agreement dated November 7, 2007 to the Amended and Restated Credit
Agreement (filed as Exhibit 10.34 on WRI’s Form 10-Q for the quarter ended
September 30, 2007 and incorporated herein by
reference).
|
10.35†
|
—
|
Fifth
Amendment to the Weingarten Realty Investors Deferred Compensation Plan
(filed as Exhibit 10.34 to WRI’s Form 10-Q for quarter ended June 30, 2006
and incorporated herein by reference).
|
10.36†
|
—
|
Restatement
of the Weingarten Realty Investors Supplemental Executive Retirement Plan
dated August 4, 2006 (filed as Exhibit 10.35 to WRI’s Form 10-Q for the
quarter ended September 30, 2006 and incorporated herein by
reference).
|
10.37†
|
—
|
Restatement
of the Weingarten Realty Investors Deferred Compensation Plan dated August
4, 2006 (filed as Exhibit 10.36 to WRI’s Form 10-Q for the quarter ended
September 30, 2006 and incorporated herein by
reference).
|
10.38†
|
—
|
Restatement
of the Weingarten Realty Investors Retirement Benefit Restoration Plan
dated August 4, 2006 (filed as Exhibit 10.37 to WRI’s Form 10-Q for the
quarter ended September 30, 2006 and incorporated herein by
reference).
|
10.39†
|
—
|
Amendment
No. 1 to the Weingarten Realty Investors Supplemental Executive Retirement
Plan dated December 15, 2006 (filed as Exhibit 10.38 on WRI’s Form 10-K
for the year ended December 31, 2006 and incorporated by
reference).
|
10.40†
|
—
|
Amendment
No. 1 to the Weingarten Realty Investors Retirement Benefit Restoration
Plan dated December 15, 2006 (filed as Exhibit 10.39 on WRI’s Form 10-K
for the year ended December 31, 2006 and incorporated by
reference).
|
10.41†
|
—
|
Amendment
No. 1 to the Weingarten Realty Investors Deferred Compensation Plan dated
December 15, 2006 (filed as Exhibit 10.40 on WRI’s Form 10-K for the year
ended December 31, 2006 and incorporated by reference).
|
10.42†
|
—
|
Final
401(k)/401(m) Regulations Amendment dated December 15, 2006 (filed as
Exhibit 10.41 on WRI’s Form 10-K for the year ended December 31, 2006 and
incorporated by reference).
|
10.43†
|
—
|
Amendment
No. 2 to the Weingarten Realty Investors Retirement Benefit Restoration
Plan dated November 9, 2007 (filed as Exhibit 10.43 on WRI’s Form 10-K for
the year ended December 31, 2007 and incorporated by
reference).
|
10.44†
|
—
|
Amendment
No. 2 to the Weingarten Realty Investors Deferred Compensation Plan dated
November 9, 2007 (filed as Exhibit 10.44 on WRI’s Form 10-K for the year
ended December 31, 2007 and incorporated by reference).
|
10.45†
|
—
|
Amendment
No. 2 to the Weingarten Realty Investors Supplemental Executive Retirement
Plan dated November 9, 2007 (filed as Exhibit 10.45 on WRI’s Form 10-K for
the year ended December 31, 2007 and incorporated by
reference).
|
10.46†
|
—
|
Severance
Benefit and Stay Pay Bonus Plan dated September 20, 2007 (filed as Exhibit
10.46 on WRI’s Form 10-K for the year ended December 31, 2007 and
incorporated by reference).
|
10.47†
|
—
|
2007
Reduction in Force Severance Pay Plan dated November 6, 2007 (filed as
Exhibit 10.47 on WRI’s Form 10-K for the year ended December 31, 2007 and
incorporated by reference).
|
14.1
|
—
|
Code
of Ethical Conduct for Senior Financial Officers – Andrew M. Alexander
(filed as Exhibit 14.1 to WRI’s Annual Report on Form 10-K for the year
ended December 31, 2003 and incorporated herein by
reference).
|
14.2
|
—
|
Code
of Ethical Conduct for Senior Financial Officers – Stephen C. Richter
(filed as Exhibit 14.2 to WRI’s Annual Report on Form 10-K for the year
ended December 31, 2003 and incorporated herein by
reference).
|
14.3
|
—
|
Code
of Ethical Conduct for Senior Financial Officers – Joe D. Shafer (filed as
Exhibit 14.3 to WRI’s Annual Report on Form 10-K for the year ended
December 31, 2003 and incorporated herein by
reference).
|
31.1*
|
—
|
Certification
pursuant to Section 302(a) of the Sarbanes-Oxley Act of 2002 (Chief
Executive Officer).
|
31.2*
|
—
|
Certification
pursuant to Section 302(a) of the Sarbanes-Oxley Act of 2002 (Chief
Financial Officer).
|
32.1**
|
—
|
Certification
pursuant to 18 U.S.C. Sec. 1350, as adopted pursuant to Sec. 906 of the
Sarbanes-Oxley Act of 2002 (Chief Executive Officer).
|
32.2**
|
—
|
Certification
pursuant to 18 U.S.C. Sec. 1350, as adopted pursuant to Sec. 906 of the
Sarbanes-Oxley Act of 2002 (Chief Financial
Officer).
|
*
|
Filed
with this report.
|
**
|
Furnished
with this report.
|
†
|
Management
contract or compensation plan or
arrangement.
|