<PAGE> 1
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 10-Q
(Mark One)
/X/ QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES
EXCHANGE ACT OF 1934
OR
/ / TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(D) OF THE SECURITIES
EXCHANGE ACT OF 1934.
FOR QUARTER ENDED June 30, 1995 COMMISSION FILE NO. 1-6622
-----------------
WASHINGTON REAL ESTATE INVESTMENT TRUST
-------------------------------------------------------------------------------
(Exact name of registrant as specified in its charter)
<TABLE>
<S> <C>
DISTRICT OF COLUMBIA 53-0261100
---------------------------------------------------------------- ---------------------------------------
(State or other jurisdiction of incorporation or organization) (IRS Employer Identification Number)
</TABLE>
10400 CONNECTICUT AVENUE, KENSINGTON, MARYLAND 20895
-------------------------------------------------------------------------------
(Address of principal executive office) (Zip code)
Registrant's telephone number, including area code (301) 929-5900
---------------
--------------------------------------------------------------------------------
(Former name, former address and former fiscal year,
if changed since last report)
Indicate the number of shares outstanding of each of the registrant's classes
of common stock, as of the close of the period covered by this report.
SHARES OF BENEFICIAL INTEREST 28,242,544
--------------------------------------------------------------------------------
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 twelve (12) months (or such shorter period that the
Registrant was required to file such report) and (2) has been subject to such
filing requirements for the past ninety (90) days.
YES X NO
----- -----
1
<PAGE> 2
WASHINGTON REAL ESTATE INVESTMENT TRUST
INDEX
<TABLE>
<CAPTION>
Page
----
<S> <C>
Part I: Financial Information
---------------------
Item 1. Financial Statements
Balance Sheets 3
Statements of Operations 4
Statements of Cash Flows 5
Statement of Changes in Shareholders' Equity 6
Notes to Financial Statements 7
Item 2. Management's Discussion and Analysis 10
Part II: Other Information
-----------------
Item 1. Legal Proceedings 13
Item 2. Changes in Securities 13
Item 3. Defaults upon Senior Securities 13
Item 4. Submission of Matters to a Vote of Security Holders 13
Item 5. Other Information 14
Item 6. Exhibits and Reports on Form 8-K 14
Signatures 15
</TABLE>
Part I
FINANCIAL INFORMATION
The information furnished in the accompanying Balance Sheets, Statements of
Operations, Statements of Cash Flows and Statement of Changes in Shareholders'
Equity reflect all adjustments, consisting of normal recurring items, which
are, in the opinion of management, necessary for a fair presentation of the
financial position, results of operations and of cash flows for the interim
periods. The accompanying financial statements and notes thereto should be
read in conjunction with the financial statements and notes for the three years
ended December 31, 1994 included in the Trust's 1994 Form 10-K Report filed
with the Securities and Exchange Commission.
2
<PAGE> 3
PART I
ITEM I. FINANCIAL STATEMENTS
WASHINGTON REAL ESTATE INVESTMENT TRUST
BALANCE SHEETS
<TABLE>
<CAPTION>
(Unaudited)
June 30, December 31,
1995 1994
---------------- ----------------
<S> <C> <C>
Assets
Real estate at cost $234,417,170 $206,377,733
Accumulated depreciation (38,786,293) (36,588,540)
---------------- ----------------
195,630,877 169,789,193
Mortgage note receivable 800,000 800,000
---------------- ----------------
Total Investment in Real Estate 196,430,877 170,589,193
Cash and cash equivalents 1,647,290 1,301,393
Marketable investment securities 50,000 1,434,790
Rents and other receivables, net of allowance for doubtful
accounts of $926,535 and $650,356, respectively 2,075,176 2,207,069
Prepaid expenses and other assets 2,691,133 3,273,665
---------------- ----------------
$202,894,476 $178,806,110
================ ================
Liabilities
Accounts payable and other liabilities $3,441,072 $2,975,691
Tenant security deposits 1,734,538 1,517,762
Advance rents 1,540,762 1,653,557
Lines of credit payable 43,000,000 18,000,000
---------------- ----------------
49,716,372 24,147,010
---------------- ----------------
Shareholders' Equity
Shares of beneficial interest, unlimited authorization,
without par value 137,859,439 139,340,435
Undistributed gains on real estate dispositions 15,318,665 15,318,665
---------------- ----------------
153,178,104 154,659,100
---------------- ----------------
$202,894,476 $178,806,110
================ ================
</TABLE>
See accompanying notes to financial statements
3
<PAGE> 4
WASHINGTON REAL ESTATE INVESTMENT TRUST
STATEMENTS OF OPERATIONS
(UNAUDITED)
<TABLE>
<CAPTION>
Three Months Ended June 30, Six Months Ended June 30,
1995 1994 1995 1994
-------------- ------------- ------------ -------------
<S> <C> <C> <C> <C>
Real estate rental revenue $12,827,773 $10,758,614 $25,291,721 $22,071,103
Real estate expenses (4,065,593) (3,271,185) (7,961,826) (6,551,270)
-------------- ------------- ------------- -------------
8,762,180 7,487,429 17,329,895 15,519,833
Depreciation (1,122,537) (953,210) (2,197,753) (1,875,583)
-------------- ------------- ------------- -------------
Income from real estate 7,639,643 6,534,219 15,132,142 13,644,250
Other income (expense) 94,404 164,407 196,332 (489,802)
Interest expense (642,361) (41,506) (1,173,987) (41,506)
General and administrative (893,246) (829,383) (1,796,636) (1,480,199)
-------------- ------------- ------------- -------------
Net Income 6,198,440 5,827,737 12,357,851 11,632,743
============== ============= ============= =============
Per share information based on
the weighted average number
of shares outstanding
Shares 28,242,544 28,238,735 28,242,544 28,237,802
Net income $0.22 $0.21 $0.44 $0.41
============= ============ ============ ============
Dividends paid $0.25 $0.23 $0.49 $0.46
============= ============ ============ ============
</TABLE>
See accompanying notes to financial statements
4
<PAGE> 5
WASHINGTON REAL ESTATE INVESTMENT TRUST
STATEMENTS OF CASH FLOWS
(Unaudited)
<TABLE>
<CAPTION>
Six Months Ended June 30,
1995 1994
------------- -------------
<S> <C> <C>
Cash Flow From Operating Activities
Net income $12,357,851 $11,632,743
Adjustments to reconcile net income to net cash
provided by operating activities
Depreciation 2,197,753 1,875,583
Changes in other assets 714,425 125,809
Changes in other liabilities 569,362 1,330,614
Loss on marketable investment securities - 799,571
------------- -------------
Cash flow from operating activities 15,839,391 15,764,320
------------- -------------
Cash Flow From Investing Activities
Improvements to real estate (4,693,273) (3,376,457)
Real estate acquisitions (23,346,164) (30,729,184)
Maturities and sales of marketable investment securities 7,736,307 36,977,574
Purchases of marketable investment securities (6,351,517) (24,026,444)
------------- -------------
Net cash (used in) investing activities (26,654,647) (21,154,511)
------------- -------------
Cash Flow From Financing Activities
Dividends paid (13,838,847) (12,989,818)
Borrowings - Line of credit 25,000,000 18,000,000
Net proceeds from stock options exercised - 143,258
------------- -------------
Net cash flow provided by financing activities 11,161,153 5,153,440
------------- -------------
Net increase (decrease) in cash and cash equivalents 345,897 (236,751)
Cash and cash equivalents at beginning of year 1,301,393 1,759,471
============= =============
Cash and cash equivalents at end of period $1,647,290 $1,522,720
============= =============
Supplemental disclosure of cash flow information:
Cash paid during the first six months for interest $1,273,237 $0
============= =============
Cash paid during the first six months for real estate taxes $829,060 $750,915
============= =============
</TABLE>
See accompanying notes to financial statements
5
<PAGE> 6
WASHINGTON REAL ESTATE INVESTMENT TRUST
STATEMENT OF CHANGES IN SHAREHOLDERS' EQUITY
FOR THE SIX MONTHS ENDED JUNE 30, 1995
(Unaudited)
<TABLE>
<CAPTION>
Shares of Beneficial
Interest Outstanding
Shares Amount
---------------------- ---------------
<S> <C> <C>
Balance, December 31, 1994 28,242,544 $139,340,435
Net income 12,357,851
Dividends (13,838,847)
---------------------- ---------------
Balance, June 30, 1995 28,242,544 $137,859,439
====================== ===============
</TABLE>
See accompanying notes to financial statements
6
<PAGE> 7
WASHINGTON REAL ESTATE INVESTMENT TRUST
NOTES TO FINANCIAL STATEMENTS
June 30, 1995 (Unaudited)
NOTE A: ACCOUNTING POLICIES
Washington Real Estate Investment Trust (WRIT) operates in a manner
intended to enable it to qualify as a real estate investment trust under the
Internal Revenue Code (the "Code"). In accordance with the Code, a trust which
distributes at least 95% of its taxable income to its shareholders each year
and which meets certain other conditions, will not be taxed on that portion of
its taxable income which is distributed to its shareholders. Accordingly, no
provision for Federal income taxes is provided.
Cash equivalents consist of investments readily convertible to known amounts of
cash, generally with original maturities of 90 days or less.
Residential properties are leased under operating leases with terms of
generally one year or less, and commercial properties are leased under
operating leases with terms of generally three to five years. WRIT recognizes
rental income from its residential and commercial leases when earned, which is
not materially different than revenue recognition on a straight line basis.
Buildings are depreciated on a straight-line basis over estimated useful lives
not exceeding 50 years. Effective January 1, 1995, WRIT revised its estimate
of depreciable lives for major capital improvements to real estate. All
capital improvement expenditures associated with replacements, improvements, or
major repairs to real property are depreciated using the straight-line method
over their estimated useful lives ranging from 3 to 20 years. All tenant
improvements are amortized using the straight-line method over 5 years or the
term of the lease if it differs significantly from 5 years. Capital
improvements placed in service prior to January 1, 1995 will continue to be
depreciated on a straight-line basis over their previously estimated useful
lives not exceeding 30 years. Maintenance and repair costs are charged to
expense as incurred.
Cash equivalents, marketable investment securities, mortgage note receivable,
rents and other receivables, prepaid expenses and other assets, accounts
payable and other liabilities, tenant security deposits, advance rents and
lines of credit payable are carried at amounts which reasonably approximate
their fair values.
Disclosure about the fair value of financial instruments is based on pertinent
information available to WRIT as of June 30, 1995. Although WRIT is not aware
of any factors that would significantly affect the reasonable fair value
amounts, such amounts have not been comprehensively revalued for purposes of
these financial statements since that date, and current estimates of fair value
may differ significantly from the carrying amounts.
NOTE B: MARKETABLE INVESTMENT SECURITIES
Marketable investment securities are considered available for sale and at June
30, 1995, the carrying value approximates market. Marketable investment
securities consist of the following:
<TABLE>
<S> <C>
Federally insured certificates of deposit $ 50,000
=======
</TABLE>
At June 30, 1995, one hundred percent (100%) of the portfolio matures in less
than one year.
7
<PAGE> 8
WASHINGTON REAL ESTATE INVESTMENT TRUST
NOTES TO FINANCIAL STATEMENTS
June 30, 1995 (Unaudited)
NOTE C: REAL ESTATE INVESTMENTS
WRIT's real estate investment portfolio, at cost, consists of properties
located in Maryland, Washington, D.C., Virginia and Delaware as follows:
<TABLE>
<CAPTION>
June, 30
1995
------------
<S> <C>
Office buildings $107,546,123
Apartment buildings 26,817,987
Shopping centers 67,961,987
Industrial distribution centers 32,091,073
------------
$234,417,170
============
</TABLE>
On January 26, 1995 WRIT acquired an office building, 6110 Executive Boulevard,
with approximately 198,000 rentable square feet of office space plus a
three-story parking deck in Rockville, Maryland, for a contract purchase price
of $16,380,000. On May 17, 1995 WRIT acquired a three-building industrial
distribution center, Tech 100 Industrial Park, with approximately 167,000
rentable square feet of distribution space in Howard County, Maryland, for a
contract purchase price of $6,750,000.
NOTE D: LINES OF CREDIT PAYABLE
On January 26 , 1995 WRIT borrowed $16,000,000 on a short-term bank
loan from a bank at the bank's then prime-rate of 8.5%. Interest only was
payable monthly on the unpaid principal balance at the bank's corporate base
rate. On March 8, 1995, the $16,000,000 short-term loan was replaced with an
unsecured credit commitment of $25,000,000 and the outstanding advance of
$16,000,000 was transferred to this new commitment. This $16,000,000 advance
bears interest at the rate of 6.8% until September 8, 1995 at which time the
interest rate will be adjusted as described below. On May 15, 1995 WRIT
borrowed $7,000,000 under this commitment for the acquisition of Tech 100
Industrial Park, and on June 28, 1995 WRIT borrowed $2,000,000 for capital
improvements and major renovations. The $7,000,000 advance bears interest at
the rate of 6.425% until November 15, 1995 at which time the interest rate will
adjust as described below and the $2,000,000 advance bore interest at the rate
of 6.42% until July 31, 1995 at which time it was paid in full (See Note E).
Interest only is payable monthly, in arrears, on the unpaid principal
balance. All new advances and interest rate adjustments upon the expiration of
WRIT's interest lock-in dates will bear interest at LIBOR plus a spread based
on WRIT's debt service coverage ratio. All unpaid interest can be prepaid prior
to the expiration of WRIT's interest rate lock-in periods subject to a yield
maintenance obligation and all unpaid principal and interest are due January
31, 1999.
The $25,000,000 credit commitment requires WRIT to pay the lender an unused
commitment fee at the rate of 0.15% per annum in the first year, and 0.20% per
annum thereafter, on the amount that the $25,000,000 commitment exceeds the
balance of outstanding advances and term loans. This fee is payable monthly
beginning March, 1995 until January, 1999. This commitment also contains
certain financial and legal covenants which WRIT is required to meet
periodically.
On May 25, 1995, the initial interest rate of 6.3125% expired for the
$18,000,000 outstanding advance on WRIT's other $25,000,000 unsecured credit
commitment. The new rate of 6.9375% was effective until February 20, 1996. On
July 25, 1995, the $18,000,000 advance including accrued interest was paid in
full, and the $25,000,000 credit facility was replaced on July 27, 1995 with
an unsecured credit commitment of $50,000,000 (See Note E).
As of June 30, 1995 aggregate borrowings under the above credit facilities
totalled $43,000,000.
8
<PAGE> 9
NOTE E: SUBSEQUENT EVENTS
On July 18, 1995 WRIT offered for sale 3,500,000 shares of beneficial interest
to the public. WRIT granted the underwriters a 30-day option to purchase up to
an additional 525,000 shares to cover over-allotments, if any. On July 25,1995
WRIT received $48,842,500 from the issuance and sale of the 3,500,000 shares.
WRIT's underwriting expenses are expected to be approximately $210,000 and thus
the net proceeds from this underwriting are estimated at $48,632,500
($55,958,875 if the Underwriters' over-allotment option is exercised in full).
In July, $20,000,000 of the net proceeds was used to repay certain borrowings
outstanding under the Trust's lines of credit (See Note D). The balance of the
net proceeds may be used to acquire and/or renovate, expand or improve
income-producing properties or to repay other indebtedness drawn under the
lines of credit.
On July 27, 1995 WRIT renegotiated its $25,000,000 unsecured credit commitment
that was due to expire on August 25, 1995. This $25,000,000 credit facility
was then terminated and replaced with an unsecured credit commitment of
$50,000,000 from the same bank and a participating bank for the express purpose
of purchasing income-producing property and to make capital improvements to
real property. Interest only is payable monthly, in arrears, on the unpaid
principal balance. All unpaid interest and principal are due July 26, 1996,
and can be prepaid prior to this date without any prepayment fee. WRIT has the
option to extend this agreement until July 25, 1997. Any new advances shall
bear interest at LIBOR plus a spread based on WRIT's interest coverage ratio.
This credit agreement provides the option to WRIT to convert any advances or
portions thereof into a term loan at any time after January 27, 1996 and prior
to July 26, 1996 or July 25, 1997, if extended. The principal amount of each
term loan, if any, shall be repaid on July 27, 1999. Such term loan(s) may be
prepaid subject to a prepayment fee.
The $50,000,000 credit commitment requires WRIT to pay the lender an unused
commitment fee at the rate of 0.15% per annum on the amount by which
$50,000,000 exceeds the balance of outstanding advances and term loans. This
fee is payable quarterly in arrears beginning October 1995 until July 26, 1995,
or July 25, 1997 if extended. This commitment also contains certain covenants
which WRIT is required to meet periodically.
9
<PAGE> 10
ITEM 2. MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION
AND RESULTS OF OPERATIONS
RESULTS OF OPERATIONS
WRIT's fundamental emphasis is on the growth of cash flow from operating
activities. Dividends to shareholders are based upon these cash flows. WRIT's
capital improvements, leasing and management, and acquisitions of additional
properties are the major contributors to sustained growth of cash flows.
Occupancy rates have a major impact on rental revenue. Other factors such as
new or renewal leases at market rates, CPI based annual rental rate increases,
increases in rentable area, new property acquisitions and certain other capital
expenditures also influence rental revenue.
Income from real estate for the six months ended June 30, 1995 of $15,132,142
increased 11% compared with $13,644,250 for the six months ended June 30, 1994.
For the second quarter 1995, income from real estate of $7,639,643 increased
17% compared with $6,534,219 for the second quarter 1994. These increases are
primarily attributable to the Tycon Plaza office buildings acquired June 1,
1994, the Shoppes of Foxchase acquired June 30, 1994, the 6110 Executive
Boulevard office building acquired January 26, 1995, and the Tech 100
Industrial Park acquired May 17, 1995. Comparing income from real estate for
those properties owned by WRIT for the entire second quarter of 1994 to their
same income in the second quarter of 1995, resulted in a decrease of 3%. This
decrease was primarily the result of vacancies at one of WRITS's office
buildings, 1901 Pennsylvania Avenue, which has been undergoing a major capital
improvement program. These vacancies were partially offset by rental rate
and/or occupancy increases in the apartment, shopping center, and industrial
distribution center sectors.
Net income for the six months ended June 30, 1995 of $12,357,851 or $.44 per
share, increased 6% compared with $11,632,743 or $.41 per share for the six
months ended June 30, 1994. For the three months ended June 30, 1995, net
income of $6,198,440 or $.22 per share increased 6% from $5,827,737 or $.21 per
share from the comparable quarter of 1994. Comparing net income for properties
owned by WRIT for the entire second quarter of 1994 to their net income for the
second quarter of 1995, after adjusting for foregone interest income on equity
funds used to acquire properties and interest expense, resulted in a 2%
decrease. The reasons for this decrease are the same as mentioned above
regarding the 3% decrease in income from real estate for the same period.
The average occupancy of 93% for the second quarter 1995 declined from 96% for
the second quarter 1994 due primarily to vacancies at one of WRIT's office
buildings, 1901 Pennsylvania Avenue. The average occupancy of 96% for the
first six months of 1994 decreased to 93% for the first six months of 1995 due
to vacancies at 1901 Pennsylvania Avenue and one shopping center, Chevy Chase
Metro Plaza. In 1994, WRIT commenced a major capital improvement program at
1901 Pennsylvania Avenue in order to allow for the expeditious lease-up of this
property. Cosmetic improvements and 50% of elevator renovations were
substantially completed as of July 31, 1995. On March 23, 1995 T.J. Maxx, a
national retailer, took possession of 31,500 square feet of space at Chevy
Chase Metro Plaza. This increased the occupancy level from 39% as of March
22, 1995 to 90% on the date of possession. The term of their lease is ten
years.
10
<PAGE> 11
ITEM 2. MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION
AND RESULTS OF OPERATIONS
RESULTS OF OPERATIONS(continued)
Real estate operating expenses as a percentage of revenue was 32% for the
second quarter 1995 compared to 30% for the second quarter of 1994. For the
first six months of 1995 compared to the same period in 1994, this ratio was
also 32% and 30%, respectively. This increase is attributable to the decline
in occupancy levels in the first half of 1995 as compared to the first half of
1994 and to the fact that operating expenses as a percentage of revenues are
higher for office building properties than all other property types within the
WRIT portfolio. WRIT's percentage of office buildings within its entire real
estate portfolio has increased from 38% at June 30, 1994 to 42% as of June 30,
1995 based on revenues. This increase is primarily attributable to the
acquisitions of Tycon II and III office buildings in June, 1994 and 6110
Executive Boulevard office building in January, 1995.
In the first quarter of 1994, a marketable investment security was written down
to its estimated realizable value, resulting in a charge of $799,571 to
operations. This amount is included in the $489,802 of other expense per the
statement of operations for the six months ended June 30, 1994.
Investment income declined for the three months ended June 30, 1995 compared to
the same period of 1994 due to substantial funds previously invested in
marketable securities being utilized for property acquisitions.
Interest expense was $1,173,987 for the six months ended June 30, 1995 compared
with $41,506 for the six months ended June 30, 1994. For the second quarter
1995, interest expense was $642,361 compared with $41,506 for the second
quarter of 1994. These increases are the result of the $18,000,000 of
outstanding advances on the line of credit obtained in June 1994 for the
acquisitions of Tycon II & III and Foxchase shopping center, $16,000,000 of
outstanding advances since the January 26, 1995 acquisition of 6110 Executive
Boulevard office building, and the $7,000,000 of outstanding advances since May
17, 1995 for the acquisition of Tech 100 Industrial Park.
General and administrative expenses increased $316,437 or 21% for the six
months ended June 30, 1995 as compared to the same period in 1994. For the
three months ended June 30, 1995, general and administrative expenses increased
$63,863 or 8% as compared to the same period in 1994. The majority of these
comparable period increases is the result of personnel additions since June of
1994.
CAPITAL RESOURCES AND LIQUIDITY
WRIT has utilized equity share offerings, long-term fixed interest rate debt,
lines of credit and cash flow from operations for its capital needs. The WRIT
philosophy has been to acquire real estate with strong growth potential and to
improve its real estate holdings through carefully planned additions and
improvements to generate higher rental income, and to reduce operating
expenses.
On July 18, 1995 WRIT offered for sale 3,500,000 shares of beneficial interest
to the public. WRIT granted the underwriters a 30-day option to purchase up to
an additional 525,000 shares to cover over-allotments, if any. On July 25,1995
WRIT received $48,842,500 from the issuance and sale of the 3,500,000 shares.
WRIT's underwriting expenses are expected to be approximately $210,000 and thus
the net proceeds from this underwriting are estimated at $48,632,500
($55,958,875 if the Underwriters' over-allotment option is exercised in full).
In July, $20,000,000 of the net proceeds was used to repay certain borrowings
outstanding under the Trust's lines of credit (See Note E).
11
<PAGE> 12
ITEM 2. MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION
AND RESULTS OF OPERATIONS
CAPITAL RESOURCES AND LIQUIDITY (continued)
On January 26, 1995 WRIT acquired the 6110 Executive Boulevard office building
with approximately 198,000 rentable square feet of office space plus a three
story parking deck in Rockville, Maryland at a contract purchase price of
$16,380,000. On May 17, 1995 WRIT acquired a three-building industrial
distribution center, Tech 100 Industrial Park, with approximately 167,000
rentable square feet of distribution space in Howard County, Maryland, for a
contract purchase price of $6,750,000. Capital improvements in the first
quarter of 1995 were $2,690,892 and capital improvements of $2,002,381 were
completed in the second quarter of 1995, including tenant improvements.
Cash flow from operating activities has been more than adequate to meet
dividend requirements.
In addition to the remaining proceeds from WRIT's recent public offering,
external sources of capital are available to WRIT from its existing unsecured
credit commitments and management believes that additional sources of capital
are available from selling additional shares and/or the issuance of debt.
Management believes that WRIT has the liquidity and the capital resources
necessary to meet all of its known obligations and to make additional property
acquisitions when appropriate. WRIT continues to pursue acquisition
opportunities and capital improvement projects to enhance long-term growth.
12
<PAGE> 13
PART II
OTHER INFORMATION
Item 1. Legal Proceedings
None
Item 2. Changes in Securities
None
Item 3. Defaults Upon Senior Securities
None
Item 4. Submission of Matters to a Vote of Security Holders
At WRIT's Annual Meeting of the Shareholders on June 21, 1995, the following
members were elected to the board of Trustees for a term of three years:
<TABLE>
<CAPTION>
Affirmative Negative
Votes Votes
------------ --------
<S> <C> <C>
Benjamin H. Dorsey 23,799,421 198,586
David M. Osnos 23,784,612 213,465
Edmund B. Cronin, Jr. 23,802,214 195,864
</TABLE>
Trustees whose term of office as a Trustee continued after the meeting were
Arthur A. Birney, B. Franklin Kahn, William N. Cafritz, and Stanley P. Snyder.
The following proposal was approved at the company's Annual Meeting:
<TABLE>
<CAPTION>
Affirmative Negative Votes Votes
Votes Votes Abstained Withheld
------------ ---------- --------- --------
<S> <C> <C> <C> <C> <C>
1. Approval of Price Waterhouse 23,680,120 131,062 186,089 15
as independent auditors for
calendar year 1995.
</TABLE>
13
<PAGE> 14
PART II
OTHER INFORMATION - (continued)
Item 5. Other Information
None
Item 6. Exhibits and Reports on Form 8-K
(a) Exhibits
(27) Financial Data Schedule
(b) Reports on Form 8-K
None
14
<PAGE> 15
SIGNATURES
Pursuant to the requirements of the Securities Exchange Act of 1934, the
registrant has fully caused this report to be signed on its behalf by the
undersigned thereunto duly authorized.
WASHINGTON REAL ESTATE INVESTMENT TRUST
----------------------------------------------
Larry E. Finger, Senior Vice President Finance
and Chief Financial Officer
----------------------------------------------
Laura M. Franklin
Vice President Finance
and Chief Accounting Officer
Date: August 14, 1995
15
<PAGE> 16
SIGNATURES
Pursuant to the requirements of the Securities Exchange Act of 1934, the
registrant has fully caused this report to be signed on its behalf by the
undersigned thereunto duly authorized.
WASHINGTON REAL ESTATE INVESTMENT TRUST
//Larry E. Finger//
-----------------------------------------------
Larry E. Finger, Senior Vice President Finance
and Chief Financial Officer
//Laura M. Franklin//
-----------------------------------------------
Laura M. Franklin
Vice President Finance
and Chief Accounting Officer
Date: August 14, 1995
16
<TABLE> <S> <C>
<ARTICLE> 5
<S> <C>
<PERIOD-TYPE> 3-MOS
<FISCAL-YEAR-END> DEC-31-1995
<PERIOD-START> APR-01-1995
<PERIOD-END> JUN-30-1995
<CASH> 1,647,290
<SECURITIES> 50,000
<RECEIVABLES> 3,801,711
<ALLOWANCES> 926,535
<INVENTORY> 0
<CURRENT-ASSETS> 4,572,466
<PP&E> 234,417,170
<DEPRECIATION> 38,786,293
<TOTAL-ASSETS> 202,894,476
<CURRENT-LIABILITIES> 4,981,834
<BONDS> 0
<COMMON> 0
0
0
<OTHER-SE> 153,178,104
<TOTAL-LIABILITY-AND-EQUITY> 202,894,476
<SALES> 12,963,774
<TOTAL-REVENUES> 12,963,774
<CGS> 5,188,130
<TOTAL-COSTS> 5,188,130
<OTHER-EXPENSES> 798,842
<LOSS-PROVISION> 136,001
<INTEREST-EXPENSE> 642,361
<INCOME-PRETAX> 6,198,440
<INCOME-TAX> 0
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<NET-INCOME> 6,198,440
<EPS-PRIMARY> .22
<EPS-DILUTED> .22
</TABLE>
