(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, 2007
|
|
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
|
||||||||||||
STATEMENT
OF CONDENSED CONSOLIDATED INCOME AND COMPREHENSIVE
INCOME
|
||||||||||||
(Unaudited)
|
||||||||||||
(In
thousands, except per share amounts)
|
||||||||||||
Three
Months Ended
|
||||||||||||
March
31,
|
||||||||||||
2007
|
2006
|
|||||||||||
Revenues:
|
||||||||||||
Rentals
|
$
|
144,536
|
$
|
129,085
|
||||||||
Other
|
2,062
|
2,208
|
||||||||||
Total
|
146,598
|
131,293
|
||||||||||
Expenses:
|
|
|
||||||||||
Depreciation
and amortization
|
32,820
|
30,119
|
||||||||||
Operating
|
23,711
|
18,454
|
||||||||||
Ad
valorem taxes
|
16,616
|
15,405
|
||||||||||
General
and administrative
|
6,609
|
5,355
|
||||||||||
Total
|
79,756
|
69,333
|
||||||||||
|
||||||||||||
Operating
Income
|
66,842
|
61,960
|
||||||||||
Interest
Expense
|
(36,473
|
) |
(34,437
|
) | ||||||||
Interest
and Other Income
|
1,713
|
1,452
|
||||||||||
Equity
in Earnings of Joint Ventures, net
|
3,347
|
4,066
|
||||||||||
Income
Allocated to Minority Interests
|
(1,178
|
) |
(1,657
|
) | ||||||||
Gain
on Sale of Properties
|
2,059
|
51
|
||||||||||
Gain
on Land and Merchant Development Sales
|
666
|
1,676
|
||||||||||
Benefit
(Provision) for Income Taxes
|
9
|
(519
|
) | |||||||||
Income
from Continuing Operations
|
36,985
|
32,592
|
||||||||||
Operating
Income from Discontinued Operations
|
1,514
|
4,930
|
|
|||||||||
Gain
on Sale of Properties from Discontinued Operations
|
12,886
|
17,087
|
||||||||||
Income
from Discontinued Operations
|
14,400
|
22,017
|
||||||||||
Net
Income
|
51,385
|
54,609
|
||||||||||
Dividends
on Preferred Shares
|
(4,728
|
) |
(2,525
|
) | ||||||||
Net
Income Available to Common Shareholders
|
$ |
46,657
|
$
|
52,084
|
||||||||
Net
Income Per Common Share - Basic:
|
||||||||||||
Income from Continuing Operations
|
$ |
0.37
|
$ |
0.34
|
||||||||
Income
from Discontinued Operations
|
0.17
|
0.24
|
||||||||||
Net
Income
|
$ |
0.54
|
$
|
0.58
|
||||||||
Net
Income Per Common Share - Diluted:
|
||||||||||||
Income
from Continuing Operations
|
$ |
0.37
|
$
|
0.34
|
||||||||
Income
from Discontinued Operations
|
0.16
|
0.23
|
||||||||||
Net
Income
|
$ |
0.53
|
$
|
0.57
|
||||||||
Net
Income
|
$ |
51,385
|
$
|
54,609
|
||||||||
Other
Comprehensive Income:
|
|
|||||||||||
Unrealized
gain on derivatives
|
25
|
3,751
|
||||||||||
Amortization
of loss on derivatives
|
219
|
86
|
||||||||||
Other
Comprehensive Income
|
244
|
3,837
|
||||||||||
Comprehensive
Income
|
$ |
51,629
|
$
|
58,446
|
WEINGARTEN
REALTY INVESTORS
|
||||||||||
CONDENSED
CONSOLIDATED BALANCE SHEETS
|
||||||||||
(Unaudited)
|
||||||||||
(In
thousands, except per share amounts)
|
||||||||||
March
31,
|
December
31,
|
|||||||||
2007
|
2006
|
|||||||||
ASSETS
|
|
|||||||||
Property
|
$
|
4,546,606
|
$
|
4,445,888
|
||||||
Property
Held for Sale
|
80,823
|
|||||||||
Accumulated
Depreciation
|
(722,195
|
)
|
(707,005
|
)
|
||||||
Property
- net
|
3,905,234
|
3,738,883
|
||||||||
Investment
in Real Estate Joint Ventures
|
255,413
|
203,839
|
||||||||
Total
|
4,160,647
|
3,942,722
|
||||||||
Notes
Receivable from Real Estate Joint Ventures and
Partnerships
|
11,429
|
3,971
|
||||||||
Unamortized
Debt and Lease Cost
|
115,131
|
112,873
|
||||||||
Accrued
Rent and Accounts Receivable (net of allowance for
doubtful
|
||||||||||
accounts
of $6,450 in 2007 and $5,995 in 2006)
|
74,208
|
78,893
|
||||||||
Cash
and Cash Equivalents
|
35,506
|
71,003
|
||||||||
Restricted
Deposits and Mortgage Escrows
|
29,309
|
94,466
|
||||||||
Other
|
91,767
|
71,612
|
||||||||
Total
|
$
|
4,517,997
|
$
|
4,375,540
|
||||||
LIABILITIES
AND SHAREHOLDERS' EQUITY
|
||||||||||
Debt
|
$
|
2,890,831
|
$
|
2,900,952
|
||||||
Accounts
Payable and Accrued Expenses
|
91,203
|
132,821
|
||||||||
Other
|
123,990
|
128,306
|
||||||||
Total
|
3,106,024
|
3,162,079
|
||||||||
Minority
Interest
|
72,197
|
87,680
|
||||||||
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
2007 and 2006; liquidation preference $75,000
|
3
|
3
|
||||||||
6.95%
Series E cumulative redeemable preferred shares of
|
||||||||||
beneficial
interest; 29 shares issued and outstanding in 2007
|
||||||||||
and
2006; liquidation preference $72,500
|
1
|
1
|
||||||||
6.5%
Series F cumulative redeemable preferred shares of
|
||||||||||
beneficial
interest; 80 shares issued and outstanding in 2007;
|
||||||||||
liquidation
preference $200,000
|
2
|
|||||||||
Common
Shares of Beneficial Interest - par value, $.03 per share;
|
||||||||||
shares
authorized: 150,000; shares issued and outstanding:
|
||||||||||
86,435
in 2007 and 85,765 in 2006
|
2,604
|
2,582
|
||||||||
Additional
Paid-In Capital
|
1,346,331
|
1,136,481
|
||||||||
Net
Income in Excess (Less Than) Accumulated Dividends
|
3,091
|
(786
|
)
|
|||||||
Accumulated
Other Comprehensive Loss
|
(12,256
|
)
|
(12,500
|
)
|
||||||
Shareholders'
Equity
|
1,339,776
|
1,125,781
|
||||||||
Total
|
$
|
4,517,997
|
$
|
4,375,540
|
WEINGARTEN
REALTY INVESTORS
|
|
||||||
STATEMENTS
OF CONDENSED CONSOLIDATED CASH FLOWS
|
|
||||||
(Unaudited)
|
|
||||||
(In
thousands)
|
|||||||
Three
Months Ended
|
|||||||
March
31,
|
|||||||
2007
|
2006
|
||||||
Cash
Flows from Operating Activities:
|
|||||||
Net
Income
|
$
|
51,385
|
$
|
54,609
|
|||
Adjustments
to reconcile net income to net cash provided by
|
|||||||
operating
activities:
|
|||||||
Depreciation
and amortization
|
33,384
|
32,672
|
|||||
Equity
in earnings of joint ventures, net
|
(3,347
|
)
|
(4,066
|
)
|
|||
Income
allocated to minority interests
|
1,178
|
1,657
|
|||||
Gain
on land and merchant development sales
|
(666
|
)
|
(1,676
|
)
|
|||
Gain
on sales of properties
|
(14,945
|
)
|
(17,138
|
)
|
|||
Distributions
of income from unconsolidated entities
|
1,121
|
315
|
|||||
Changes
in accrued rent and accounts receivable
|
1,805
|
12,524
|
|||||
Changes
in other assets
|
(23,699
|
)
|
(14,245
|
)
|
|||
Changes
in accounts payable and accrued expenses
|
(45,648
|
)
|
(26,997
|
)
|
|||
Other,
net
|
(53
|
)
|
437
|
||||
Net
cash provided by operating activities
|
515
|
38,092
|
|||||
Cash
Flows from Investing Activities:
|
|||||||
Investment
in properties
|
(225,656
|
)
|
(59,942
|
)
|
|||
Proceeds
from sales and disposition of property, net
|
17,848
|
36,788
|
|||||
Change
in restricted deposits and mortgage escrows
|
64,587
|
(20,132
|
)
|
||||
Mortgage
bonds and notes receivable:
|
|||||||
Advances
|
(18,427
|
)
|
(8,378
|
)
|
|||
Collections
|
178
|
1,369
|
|||||
Real
estate joint ventures and partnerships:
|
|||||||
Investments
|
(21,165
|
)
|
(5,925
|
)
|
|||
Distributions
|
1,612
|
3,781
|
|||||
Net
cash used in investing activities
|
(181,023
|
)
|
(52,439
|
)
|
|||
Cash
Flows from Financing Activities:
|
|||||||
Proceeds
from issuance of:
|
|||||||
Debt
|
522
|
56,922
|
|||||
Common
shares of beneficial interest
|
2,263
|
7
|
|||||
Preferred
shares of beneficial interest
|
194,162
|
||||||
Principal
payments of debt
|
(4,731
|
)
|
(3,897
|
)
|
|||
Common
and preferred dividends paid
|
(47,508
|
)
|
(44,174
|
)
|
|||
Debt
issuance cost paid
|
(140
|
)
|
|||||
Other,
net
|
443
|
245
|
|||||
Net
cash provided by financing activities
|
145,011
|
9,103
|
|||||
Net
decrease in cash and cash equivalents
|
(35,497
|
)
|
(5,244
|
)
|
|||
Cash
and cash equivalents at January 1
|
71,003
|
42,690
|
|||||
Cash
and cash equivalents at March 31
|
$
|
35,506
|
$
|
37,446
|
Three
Months Ended
|
|||||||
|
March
31,
|
||||||
|
2007
|
2006
|
|||||
Numerator:
|
|||||||
Net
income available to common shareholders
|
$
|
46,657
|
$
|
52,084
|
|||
Income
attributable to operating partnership units
|
1,106
|
1,399
|
|||||
Net
income available to common shareholders - diluted
|
$
|
47,763
|
$
|
53,483
|
|||
Denominator:
|
|||||||
Weighted
average shares outstanding - basic
|
86,005
|
89,515
|
|||||
Effect
of dilutive securities:
|
|||||||
Share
options and awards
|
1,123
|
850
|
|||||
Operating
partnership units
|
2,681
|
3,151
|
|||||
Weighted
average shares outstanding - diluted
|
89,809
|
93,516
|
Three
Months Ended
|
|||||||
March
31,
|
|||||||
2007
|
2006
|
||||||
Debt
|
$
|
19,061
|
$
|
||||
Net
Assets and Liabilities
|
3,086
|
4,652
|
March
31,
|
December
31,
|
||||||
2007
|
2006
|
||||||
Debt
payable to 2030 at 4.5% to 8.9%
|
$
|
2,838,312
|
$
|
2,848,805
|
|||
Unsecured
notes payable under revolving credit agreements
|
18,430
|
18,000
|
|||||
Obligations
under capital leases
|
29,725
|
29,725
|
|||||
Industrial
revenue bonds payable to 2015 at 3.7% to 6.19%
|
4,364
|
4,422
|
|||||
Total
|
$
|
2,890,831
|
$
|
2,900,952
|
|
March
31,
|
December
31,
|
||||||||
2007
|
2006
|
|||||||||
As
to interest rate (including the effects of interest rate
swaps):
|
||||||||||
Fixed-rate
debt
|
$
|
2,775,091
|
$
|
2,785,553
|
||||||
Variable-rate
debt
|
115,740
|
115,399
|
||||||||
Total
|
$
|
2,890,831
|
$
|
2,900,952
|
||||||
As
to collateralization:
|
||||||||||
Unsecured
debt
|
$
|
1,910,880
|
$
|
1,910,216
|
||||||
Secured
debt
|
979,951
|
990,736
|
||||||||
Total
|
$
|
2,890,831
|
$
|
2,900,952
|
2007
|
$
|
109,396
|
||
2008
|
252,662
|
|||
2009
|
113,510
|
|||
2010
|
119,188
|
|||
2011
|
890,324
|
|||
2012
|
307,900
|
|||
2013
|
302,205
|
|||
2014
|
338,356
|
|||
2015
|
189,347
|
|||
Thereafter
|
233,283
|
• |
during
any calendar quarter beginning after December 31, 2006 (and only
during
such calendar quarter), if, and only if, the closing sale price of
our
common shares for at least 20 trading days (whether or not consecutive)
in
the period of 30 consecutive trading days ending on the last trading
day
of the preceding calendar quarter is greater than 130% of the conversion
price per common share in effect on the applicable trading
day;
|
• |
during
the five consecutive trading-day period following any five consecutive
trading-day period in which the trading price of the debentures was
less
than 98% of the product of the closing sale price of our common shares
multiplied by the applicable conversion
rate;
|
• |
if
those debentures have been called for redemption, at any time prior
to the
close of business on the third business day prior to the redemption
date;
|
• |
if
our common shares are not listed on a U.S. national or regional securities
exchange or quoted on the Nasdaq National Market for 30 consecutive
trading days.
|
March
31,
|
December
31,
|
||||||
2007
|
2006
|
||||||
Land
|
$
|
885,189
|
$
|
847,295
|
|||
Land
held for development
|
20,125
|
21,405
|
|||||
Land
under development
|
182,199
|
146,990
|
|||||
Buildings
and improvements
|
3,350,066
|
3,339,074
|
|||||
Construction
in-progress
|
109,027
|
91,124
|
|||||
Total
|
$
|
4,546,606
|
$
|
4,445,888
|
Three
Months Ended
|
|||||||
March
31,
|
|||||||
2007
|
2006
|
||||||
Interest
|
$
|
5,855
|
$
|
809
|
|||
Ad
valorem taxes
|
505
|
31
|
|||||
Total
|
$
|
6,360
|
$
|
840
|
March
31,
|
December
31,
|
||||||
2007
|
2006
|
||||||
Combined
Balance Sheets
|
|||||||
Property
|
$
|
1,236,490
|
$
|
1,123,600
|
|||
Accumulated
depreciation
|
(56,136
|
)
|
(41,305
|
)
|
|||
Property
- net
|
1,180,354
|
1,082,295
|
|||||
Other
assets
|
109,408
|
118,642
|
|||||
Total
|
$
|
1,289,762
|
$
|
1,200,937
|
|||
Debt
|
$
|
330,342
|
$
|
327,695
|
|||
Amounts
payable to Weingarten Realty Investors
|
15,686
|
22,657
|
|||||
Other
liabilities
|
42,426
|
39,967
|
|||||
Accumulated
equity
|
901,308
|
810,618
|
|||||
Total
|
$
|
1,289,762
|
$
|
1,200,937
|
Three
Months Ended
|
|||||||||
March
31,
|
|||||||||
2007
|
2006
|
||||||||
Combined
Statements of Income
|
|||||||||
Revenues
|
$
|
31,219
|
$ |
11,948
|
|||||
Expenses:
|
|||||||||
Interest
|
5,090
|
3,332
|
|||||||
Depreciation
and amortization
|
7,003
|
2,799
|
|||||||
Operating
|
4,615
|
1,556
|
|||||||
Ad
valorem taxes
|
4,055
|
1,207
|
|||||||
General
and administrative
|
165
|
121
|
|||||||
Total
|
20,928
|
9,015
|
|||||||
Gain
on land sales
|
555
|
||||||||
Gain
on sale of properties
|
2,550
|
||||||||
Net
income
|
$
|
10,291
|
$ |
6,038
|
March
31,
|
December
31,
|
||||||
2007
|
2006
|
||||||
Identified
Intangible Assets:
|
|||||||
Above-Market
Leases (included in Other Assets)
|
$
|
17,193
|
$
|
14,686
|
|||
Above-Market
Leases - Accumulated Amortization
|
(5,794
|
)
|
(5,277
|
)
|
|||
Above-Market
Assumed Mortgages (included in Other Assets)
|
1,657
|
1,653
|
|||||
Valuation
of In Place Lease (included in Unamortized Debt and Lease
Cost)
|
57,901
|
52,878
|
|||||
Valuation
of In Place Lease - Accumulated Amortization
|
(18,106
|
)
|
(16,297
|
)
|
|||
$
|
52,851
|
$
|
47,643
|
||||
Identified
Intangible Liabilities (included in Other Liabilities):
|
|||||||
Below-Market
Leases
|
$
|
29,149
|
$
|
24,602
|
|||
Below-Market
Leases - Accumulated Amortization
|
(7,731
|
)
|
(6,569
|
)
|
|||
Below-Market
Assumed Mortgages
|
59,808
|
59,863
|
|||||
Below-Market
Assumed Mortgages - Accumulated Amortization
|
(19,893
|
)
|
(18,123
|
)
|
|||
$
|
61,333
|
$
|
59,773
|
2008
|
$
|
2,001
|
||
2009
|
1,710
|
|||
2010
|
1,004
|
|||
2011
|
413
|
|||
2012
|
436
|
2008
|
$
|
6,511
|
||
2009
|
5,609
|
|||
2010
|
4,662
|
|||
2011
|
3,618
|
|||
2012
|
3,038
|
2008
|
$
|
6,007
|
||
2009
|
4,667
|
|||
2010
|
4,015
|
|||
2011
|
2,718
|
|||
2012
|
1,435
|
Three
Months Ended
|
|||||||
March
31,
|
|||||||
2007
|
2006
|
||||||
Fair
value per share
|
$
|
4.91
|
$
|
3.22
|
|||
Dividend
yield
|
5.7
|
%
|
6.3
|
%
|
|||
Expected
volatility
|
18.2
|
%
|
16.8
|
%
|
|||
Expected
life (in years)
|
5.9
|
6.7
|
|||||
Risk-free
interest rate
|
4.4
|
%
|
4.4
|
%
|
Weighted
|
|||||||
Shares
|
Average
|
||||||
Under
|
Exercise
|
||||||
Option
|
Price
|
||||||
Outstanding,
January 1, 2007
|
3,147,153
|
$
|
31.99
|
||||
Granted
|
3,121
|
48.11
|
|||||
Forfeited
or expired
|
(10,912
|
)
|
37.81
|
||||
Exercised
|
(149,665
|
)
|
23.77
|
||||
Outstanding,
March 31, 2007
|
2,989,697
|
$
|
32.39
|
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
|
1,160,944
|
4.70
years
|
$
|
21.87
|
751,744
|
$ |
21.35
|
4.52
years
|
|||||||||||
$26.84
- $40.26
|
1,291,136
|
7.74
years
|
$
|
35.58
|
572,101
|
$ |
34.28
|
7.36
years
|
|||||||||||
$40.27
- $49.62
|
537,617
|
9.67
years
|
$
|
47.47
|
|||||||||||||||
Total
|
2,989,697
|
6.91
years
|
$
|
32.39
|
$ |
45,354
|
1,323,845
|
$ |
26.94
|
5.75
years
|
$ |
27,298
|
Unvested
|
Weighted
|
||||||
Restricted
|
Average
Grant
|
||||||
Shares
|
Date
Fair Value
|
||||||
Outstanding,
January 1, 2007
|
172,255
|
$
|
40.80
|
||||
Granted
|
812
|
49.86
|
|||||
Vested
|
(320
|
)
|
50.22
|
||||
Forfeited
|
(1,170
|
)
|
47.50
|
||||
Outstanding,
March 31, 2007
|
171,577
|
$
|
40.78
|
Three
Months Ended
|
|||||||
March
31,
|
|||||||
2007
|
2006
|
||||||
Service
cost
|
$
|
878
|
$
|
772
|
|||
Interest
cost
|
563
|
565
|
|||||
Expected
return on plan assets
|
(319
|
)
|
(346
|
)
|
|||
Prior
service cost
|
(25
|
)
|
(32
|
)
|
|||
Recognized
loss
|
55
|
102
|
|||||
Total
|
$
|
1,152
|
$
|
1,061
|
Shopping
|
|||||||||||||
Center
|
Industrial
|
Other
|
Total
|
||||||||||
Three
Months Ended March 31, 2007
|
|||||||||||||
Revenues
|
$
|
132,177
|
$
|
12,848
|
$
|
1,573
|
$
|
146,598
|
|||||
Net
operating income
|
96,504
|
9,008
|
759
|
106,271
|
|||||||||
Equity
in earnings of joint ventures, net
|
2,937
|
350
|
60
|
3,347
|
|||||||||
Investment
in real estate joint ventures
|
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, 2006
|
|||||||||||||
Revenues
|
$
|
116,817
|
$
|
14,102
|
$
|
374
|
$
|
131,293
|
|||||
Net
operating income
|
86,833
|
10,255
|
346
|
97,434
|
|||||||||
Equity
in earnings of joint ventures, net
|
4,023
|
(4
|
)
|
47
|
4,066
|
||||||||
Investment
in real estate joint ventures
|
91,917
|
464
|
2,219
|
94,600
|
|||||||||
Total
assets
|
3,017,936
|
376,692
|
387,640
|
3,782,268
|
|||||||||
Three
Months Ended
|
|||||||
March
31,
|
|||||||
2007
|
2006
|
||||||
Total
segment net operating income
|
$
|
106,271
|
$
|
97,434
|
|||
Depreciation
and amortization
|
(32,820
|
)
|
(30,119
|
)
|
|||
General
and administrative
|
(6,609
|
)
|
(5,355
|
)
|
|||
Interest
expense
|
(36,473
|
)
|
(34,437
|
)
|
|||
Interest
and other income
|
1,713
|
1,452
|
|||||
Income
allocated to minority interests
|
(1,178
|
)
|
(1,657
|
)
|
|||
Equity
in earnings of joint ventures, net
|
3,347
|
4,066
|
|||||
Gain
on land and merchant development sales
|
666
|
1,676
|
|||||
Gain
on sale of properties
|
2,059
|
51
|
|||||
Benefit
(provision) for income taxes
|
9
|
(519
|
)
|
||||
Income
from Continuing Operations
|
$
|
36,985
|
$
|
32,592
|
· |
A
much greater focus on new development, including merchant development,
with $300 million in annual new development completions beginning
in 2009.
|
· |
Increased
use of joint ventures for acquisitions including the recapitalization
(or
partial sale) of existing assets, which provide the opportunity to
further
increase returns on investment through the generation of fee income
from
leasing and management services we will provide to the
venture.
|
· |
Further
recycling capital through the active disposition of non-core properties
and reinvesting the proceeds into properties with barriers to entry
within
high growth metropolitan markets. This, combined with our continuous
focus
on our assets, produces a higher quality portfolio with higher occupancy
rates and much stronger internal revenue
growth.
|
March
31,
|
|||||||
2007
|
2006
|
||||||
Shopping
Centers
|
95.4
|
%
|
94.9
|
%
|
|||
Industrial
|
90.8
|
%
|
92.9
|
%
|
|||
Total
|
94.4
|
%
|
94.4
|
%
|
Three
Months Ended
|
|||||||
March
31,
|
|||||||
2007
|
2006
|
||||||
Gross
interest expense
|
$
|
44,098
|
$
|
37,072
|
|||
Over-market
mortgage adjustment of acquired properties
|
(1,770
|
)
|
(1,826
|
)
|
|||
Capitalized
interest
|
(5,855
|
)
|
(809
|
)
|
|||
Total
|
$
|
36,473
|
$
|
34,437
|
2007
|
2008
|
2009
|
2010
|
2011
|
Thereafter
|
Total
|
|||||||||||||||||||
Mortgages
and Notes
|
|||||||||||||||||||||||||
Payable:(1)
|
|
||||||||||||||||||||||||
Unsecured
Debt
|
$
|
179,869
|
$
|
154,680
|
$
|
121,802
|
$
|
138,090
|
$
|
665,301
|
$
|
1,207,200
|
$
|
2,466,942
|
|||||||||||
Secured
Debt
|
75,154
|
248,004
|
131,254
|
113,479
|
138,685
|
606,951
|
1,313,527
|
||||||||||||||||||
Ground
Lease Payments
|
1,398
|
1,782
|
1,737
|
1,691
|
1,626
|
39,459
|
47,693
|
||||||||||||||||||
Obligations
to Acquire
|
|||||||||||||||||||||||||
Projects
|
49,912
|
49,912
|
|||||||||||||||||||||||
Obligations
to Develop
|
|||||||||||||||||||||||||
Projects
|
192,177
|
97,977
|
55,012
|
58,086
|
22,960
|
|
426,212
|
||||||||||||||||||
Total
Contractual
|
|||||||||||||||||||||||||
Obligations
|
$
|
498,510
|
$
|
502,443
|
$
|
309,805
|
$
|
311,346
|
$
|
828,572
|
$
|
1,853,610
|
$
|
4,304,286
|
Three
Months Ended
|
|||||||
|
March
31,
|
||||||
|
2007
|
2006
|
|||||
Net
income available to common shareholders
|
$
|
46,657
|
$
|
52,084
|
|||
Depreciation
and amortization
|
31,979
|
31,431
|
|||||
Depreciation
and amortization of unconsolidated joint ventures
|
2,057
|
1,018
|
|||||
Gain
on sale of properties
|
(14,945
|
)
|
(17,142
|
)
|
|||
Gain
on sale of properties of unconsolidated joint ventures
|
|
(1,557
|
)
|
||||
Funds
from operations
|
65,748
|
65,834
|
|||||
Funds
from operations attributable to operating partnership
units
|
1,106
|
1,399
|
|||||
Funds
from operations assuming conversion of OP units
|
$
|
66,854
|
$
|
67,233
|
|||
Weighted
average shares outstanding - basic
|
86,005
|
89,515
|
|||||
Effect
of dilutive securities:
|
|||||||
Share
options and awards
|
1,123
|
850
|
|||||
Operating
partnership units
|
2,681
|
3,151
|
|||||
Weighted
average shares outstanding - diluted
|
89,809
|
93,516
|
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).
|
|||
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
|
—
|
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).
|
|||
4.11
|
—
|
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).
|
4.12
|
—
|
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).
|
|
4.13
|
—
|
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).
|
|
4.14
|
—
|
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).
|
|
4.15
|
—
|
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).
|
|
4.16
|
—
|
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).
|
|
4.17
|
—
|
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†
|
—
|
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).
|
10.35†
|
—
|
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).
|
10.36†
|
—
|
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).
|
10.37†
|
—
|
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).
|
10.38†
|
—
|
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).
|
10.39†
|
—
|
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).
|
10.40†
|
—
|
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).
|
10.41†
|
—
|
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).
|
12.1*
|
—
|
Computation
of Fixed Charges Ratios.
|
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.
|