FORM 10-Q
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
[X] Quarterly Report Pursuant to Section 13 or 15(d) of the
Securities Exchange Act of 1934
For the period ended June 30, 1996
Commission File Number 0-25230
First Washington Realty Trust, Inc.
(Exact name of registrant as specified in its charter)
Maryland 52-1879972
_________________________________________________________________
(State or other jurisdiction of (I.R.S. Employer
incorporation or organization) identification no.)
4350 East-West Highway, Suite 400 Bethesda, MD 20814
_________________________________________________________________
(Address of principal executive offices) (Zip Code)
Registrant's telephone number, including area code (301) 907-7800
Indicate by check mark whether the Registrant (1) has filed all reports
required to be filed by Section 13 or 15(d) of the Securities Exchange Act
of 1934 during the preceding 12 months (or for such shorter period that the
registrant was required to file such reports), and (2) has been subject
to such filing requirements for the past 90 days.
Yes X No
$.01 par value, outstanding as of August 13, 1996:
3,285,117 Shares of Common Stock
<PAGE>
FIRST WASHINGTON REALTY TRUST, INC.
FORM 10-Q
INDEX
Part I: Financial Information Page
Item 1. Consolidated Balance Sheets as of June 30, 1996 1
(unaudited) and December 31, 1995
Consolidated Statements of Operations (unaudited) 2
for the three months and six months ended
June 30, 1996 and 1995
Consolidated Statements of Cash Flows (unaudited) 3
for the six months ended June 30, 1996 and 1995
Notes to Consolidated Financial Statements 4
Item 2. Management's Discussion and Analysis of Financial 10
Condition and Results of Operations
Part II: Other Information
Item 6. Exhibits and Reports on Form 8-K 14
Signatures 23
<PAGE>
FIRST WASHINGTON REALTY TRUST, INC. AND SUBSIDIARIES
CONSOLIDATED BALANCE SHEETS
(dollars in thousands, except share data)
____________
<TABLE>
<CAPTION>
June 30, December 31,
1996 1995
(unaudited)
ASSETS
<S> <C> <C>
Rental properties:
Land $56,501 $42,420
Buildings and improvements 227,650 185,672
284,151 228,092
Accumulated depreciation (26,357) (22,775)
Rental properties, net 257,794 205,317
Cash and equivalents 1,459 7,806
Tenant receivables, net 4,481 3,214
Deferred financing costs, net 5,150 5,690
Other assets 5,701 5,378
Total assets $274,585 $227,405
LIABILITIES AND STOCKHOLDER'S EQUITY
Liabilities:
Mortgage notes payable $160,363 $116,182
Debentures 25,000 25,000
Accounts payable and accrued expenses 4,484 4,059
Total liabilities 189,847 145,241
Minority interest 13,009 11,088
Stockholders equity:
Common stock $.01 par value, 90,000,000 shares
authorized; 3,200,837 and 3,189,549 shares
issued and outstanding, respectively 32 32
Convertible preferred stock $.01 par value, 3,750,000
shares designated; 2,314,189 issued and outstanding 23 23
Additional paid-in capital 86,102 80,699
Accumulated distributions in excess of earnings (14,428) (9,678)
Total stockholders' equity 71,729 71,076
Total liabilities and stockholders' equity $274,585 $227,405
</TABLE>
The accompanying notes are an integral part of these consolidated financial
statements.
<PAGE>
FIRST WASHINGTON REALTY TRUST, INC. AND SUBSIDIARIES
CONSOLIDATED STATEMENTS OF OPERATIONS
(dollars in thousands, except share data)
(unaudited)
____________
<TABLE>
<CAPTION>
For three months ended For six months ended
June 30, June 30,
1996 1995 1996 1995
<S> <C> <C> <C> <C>
Revenues:
Minimum rents $7,920 $5,246 $15,018 $10,445
Percentage rents 199 91 394 181
Tenant reimbursements 1,718 987 3,273 1,931
Other income 401 284 914 531
Total revenues 10,238 6,608 19,599 13,088
Expenses:
Property operating and
maintenance 2,451 1,638 4,992 3,237
General and administrative 1,114 228 1,700 415
Interest 3,711 2,700 7,026 5,250
Depreciation and amortization 2,008 1,344 3,744 2,629
Total expenses 9,284 5,910 17,462 11,531
Income before income from
Management Affiliate, minority
interest and distributions to
Preferred Stockholders 954 698 2,137 1,557
Income from Management Affiliate 30 220 7 340
Income before minority interest
and distributions to Preferred
Stockholders 984 918 2,144 1,897
(Income) loss allocated to
minority interest (126) 476 (298) 131
Income before distributions to
Preferred Stockholders 858 1,394 1,846 2,028
Distributions to Preferred
Stockholders (1,410) (1,170) (2,820) (2,340)
Net Income (loss) allocated to
Common Stockholders ($552) $224 ($974) ($312)
Net Income (loss) per Common
Share ($0.17) $0.14 ($0.30) ($0.20)
Shares of Common Stock,
in thousands 3,201 1,574 3,196 1,574
Distributions per share $0.4875 $0.4875 $0.9750 $0.9750
</TABLE>
The accompanying notes are an integral part of these consolidated financial
statements.
<PAGE>
FIRST WASHINGTON REALTY TRUST, INC. AND SUBSIDIARIES
CONSOLIDATED STATEMENTS OF CASH FLOWS
(dollars in thousands)
(unaudited)
____________
<TABLE>
<CAPTION>
For the six months ended
June 30,
1996 1995
<S> <C> <C>
Operating activities:
Income before distributions to Preferred Stockholders $1,846 $2,028
Adjustment to reconcile net cash provided by operating
activities:
Income (loss) allocated to minority interest 298 (131)
Depreciation and amortization 3,744 2,629
Amortization of deferred financing costs and loan
discounts 1,165 1,157
Equity in earnings of Management Affiliate 233 -
Compensation paid or payable in company stock 743 -
Provision for uncollectible accounts 157 246
Recognition of deferred rent (446) (380)
Net changes in:
Tenant receivables (978) (183)
Other assets (719) (1,428)
Account payable and accrued expenses (319) (418)
Net cash provided by operating activities 5,724 3,520
Investing activities:
Additions to rental properties (1,675) (759)
Purchase of rental properties (38,962) (13,851)
Net cash used in investing activities (40,637) (14,610)
Financing activities:
Proceeds from line of credit 6,848 -
Proceeds from mortgage notes 29,615 -
Proceeds from issuance of Common Stock - 25,738
Cost of raising capital - (1,896)
Repayment on mortgage notes (449) (2,171)
Additions to deferred financing costs (554) (136)
Repayments of Advances due Principals - (447)
Distributions paid to Preferred Stockholders (2,821) (2,340)
Distributions paid to Common Stockholders (3,115) (1,536)
Distributions paid to minority interest (958) (766)
Net cash provided by financing activities 28,566 16,446
Net increase (decrease) in cash and equivalents (6,347) 5,356
Cash and equivalents, beginning of period 7,806 1,113
Cash and equivalents, end of period $1,459 $6,469
</TABLE>
The accompanying notes are an integral part of these consolidated financial
statements.
<PAGE>
FIRST WASHINGTON REALTY TRUST, INC. AND SUBSIDIARIES
NOTES TO UNAUDITED CONSOLIDATED FINANCIAL STATEMENTS
(dollars in thousands, except share data)
____________
I. Oganization and Business
First Washington Realty Trust, Inc. and subsidiaries (collectively,
the "Company") is the successor to substantially all of the
interests of First Washington Management, Inc. ("FWM"), its affiliates and
certain others in a portfolio of 14 retail and two multifamily
properties owned by FWM and its affiliates (collectively, the "Existing
Properties"), and six properties acquired from unrelated third
parties (the "Acquisition Properties" and collectively, the "Properties")
all located in the Mid-Atlantic region and the economic
beneficiary of the related acquisition, property management, renovation
and third-party businesses (together with the Existing Properties,
the "FWM Group" or "Predecessor") through the issuance of 1,282,051 and
1,920,000 shares of Common and Convertible Preferred
Stock, respectively, (the "Offering") of the Company.
The Company, incorporated in Maryland in April 1994, is self-managed
and self-administered and has elected to be taxed
as a real estate investment trust ("REIT") under the Internal Revenue
Code of 1986, as amended (the "Code"), commencing with its tax
year ending December 31, 1994.
On June 27, 1994, the Company completed a private placement offering
(the "June 1994 Offering") of 1,920,000 shares of
9.75% Series A Cumulative Participating Convertible Preferred Stock
("Preferred Stock") with a $0.01 par value per share and a
liquidation preference of $25.00 per share, and 1,282,051 shares of $0.01
par value Common Stock. The June 1994 Offering price per
share of Preferred Stock and Common Stock was $25.00 and $19.50,
respectively, resulting in gross offering proceeds of $73.0 million.
Net of Initial Purchaser's Discount/Placement Agent's fee and total
estimated offering expenses, the Company received approximately
$63.1 million in proceeds.
Simultaneously with the June 1994 Offering, the Company was admitted
as the sole general partner of First Washington
Realty Limited Partnership (the "Operating Partnership").
The transactions leading to the admittance of the Company into the
Operating Partnership were as follows:
The Operating Partnership was formed via the contribution of
substantially all the assets of or interests in the FWM Properties
by the owners, net of related mortgage indebtedness. In addition,
certain of the Principals contributed a $4.0 million
promissory note with no cost basis (the "FWM Note") due from First
Washington Management, Inc. ("FWM"), operator of
the related acquisition, property management, leasing and brokerage
business, to the Company in exchange for 189,744 shares
of Common Stock. The Company was admitted as the sole general
partner of the Operating Partnership, receiving an
approximate ownership interest of 83.5% in exchange for contributing
the net June 1994 Offering proceeds and the FWM
Note.
The net proceeds of the June 1994 Offering, together with borrowings
of $38.5 million under new mortgage loans
collateralized by certain of the Properties and the issuance of
$25.0 million of Exchangeable Debentures, were used to repay
indebtedness of $68.1 million including approximately $3.1 million
for prepaid interest and amortization, prepayment
penalties and term extension fees; to purchase the Acquisition
Properties at a cost of $51.9 million; to pay expenses in
connection with the Formation Transactions of $6.5 million; and, to
fund working capital. The original owners' interests in
the properties were converted into 337,732 limited partnership
units, including 2,564 units received by the Principals in
connection with their contribution of all of the non-voting
preferred stock entitled to 99% of the cash flow of FWM, which
are exchangeable on a one-for-one basis for shares of the Company's
common stock.
<PAGE>
FIRST WASHINGTON REALTY TRUST, INC. AND SUBSIDIARIES
NOTES TO UNAUDITED CONSOLIDATED FINANCIAL STATEMENTS
(dollars in thousands, except share data)
____________
Farallon Capital Management, Inc. ("Farallon"), a previously
unrelated third party, along with certain of its affiliates were
reimbursed approximately $1.1 million advanced in connection with
their funding of certain expenses relating to the Offering
and received 102,564 shares of Common Stock with a value of
approximately $2.0 million based upon the June 1994 Offering
price of $19.50 per share. The Common Stock issued was recorded at
its fair value with a corresponding increase in costs
of raising capital.
The exchange of the Predecessor for interests in the Operating
Partnership was accounted for as a reorganization of entities
under common control. As such, these assets and liabilities were
transferred and accounted for at historical cost in a manner similar to
that in a pooling of interests.
The Company's assets are held by, and all its operations conducted
through, the Operating Partnership and FWM. As of June
30, 1996, the Company and the Operating Partnership, including subsidiary
partnerships, collectively owned 100% of the properties.
Due to the Company's ability, as the general partner, to exercise both
financial and operational control over the Operating Partnership,
the Operating Partnership is consolidated for financial reporting
purposes. Subsequent to the admittance of the Company, allocation
of net income to the limited partners of the Operating Partnership is
based on their respective partnership interests and is reflected in the
accompanying Consolidated Financial Statements as minority interests.
Losses allocable to the limited partners in excess of their basis
are allocated to the Common Stockholders as the limited partners have no
requirement to fund losses.
The Company's investment in the preferred stock of FWM is accounted
for under the equity method of accounting. In addition
to receiving fees under third-party management, leasing and brokerage
agreements, FWM manages all properties owned by the Operating
Partnership in exchange for a fee.
On September 14, 1994, the Company filed a registration statement
with the Securities and Exchange Commission to register
shares issued or reserved for issuance pursuant to the June 1994
Offering. The registration statement was declared effective on December
15, 1994.
On June 27, 1995, the Company completed a public offering of
1,450,000 shares of Common stock (the "June 1995 offering").
The shares of stock were priced at $17.75 per share, resulting in gross
offering proceeds of $25.7 million. The Company netted $23.0
million after deducting the underwriters discount and estimated offering
expenses of $2.7 million.
On July 27, 1995 an additional 78,393 shares of Common Stock were
issued pursuant to the exercise of a portion of the
underwriters over-allotment option. The Company received additional
proceeds of $1.3 million net of the underwriters discount.
<PAGE>
FIRST WASHINGTON REALTY TRUST, INC. AND SUBSIDIARIES
NOTES TO UNAUDITED CONSOLIDATED FINANCIAL STATEMENTS
(dollars in thousands, except share data)
____________
2. Purchase of Rental Properties
On June 1, 1995, the Company purchased the Festival at Woodholme
Shopping Center located in Baltimore, Maryland for
an approximate purchase price of $14.3 million. The acquisition was
financed through the issuance of approximately 96,000 shares of
Operating Partnership common units with a value of approximately $1.6
million and assumed mortgage indebtedness of $12.7 million.
Concurrent with the closing, the Company made a $1.0 million mortgage
curtailment. The mortgage bears interest at 9.6% per annum
and is payable monthly based on a 28 year amortization schedule.
The loan is due in April 2000. The center is anchored by Sutton Place
Gourmet and Pier One Imports.
On June 30, 1995, (effective July 1, 1995) the Company purchased
four shopping centers located in Richmond, Virginia for
an approximate purchase price of $20.3 million. The shopping centers are
Glen Lea, anchored by Winn-Dixie Supermarket; Hanover
Village, anchored by Farm Fresh Supermarket; Laburnum Square, anchored by
Hannaford Brothers Supermarket; and Laburnum Park,
anchored by Ukrops Supermarket. The acquisition was financed through
the issuance of approximately 358,000 shares of Preferred Stock
with a value of approximately $8.1 million, and cash of approximately
$12.2 million.
On October 12, 1995, the Company purchased Kenhorst Plaza Shopping
Center in Reading, Pennsylvania for an approximate
purchase price of $11.0 million. The center is anchored by Redner's
Supermarket and Rite-Aid Drugs. The property was financed from
the proceeds of the $14.2 million mortgage loan obtained from Lutheran
Brotherhood using Glen Lea, Hanover Village, Laburnum Park
and Laburnum Square as collateral.
On November 15, 1995, the Company purchased Firstfield Shopping
Center located in Gaithersburg, Maryland for an
approximate price of $3.4 million. The acquisition was financed through
the issuance of approximately 36,000 shares of Preferred Stock
with a value of approximately $0.8 million, a seller provided purchase
money note in the amount of approximately $2.5 million and $0.1
million cash.
On January 4, 1996, the Company purchased two shopping centers,
Stefko Boulevard Shopping Center, located in Bethlehem,
Pennsylvania and 15th & Allen Shopping Center, located in Allentown,
Pennsylvania, from one seller for an approximate purchase price
of $9.3 million. The shopping centers are each anchored by Laneco
Supermarket. The acquisition was financed through the issuance
of approximately 121,000 Common Units with a value of approximately
$2.2 million, mortgage indebtedness of approximately $6.1
million and $1.0 million cash. The mortgage loan bears interest at
7.745% per annum and is self amortizing over a 25 year period.
On March 20, 1996, the Company purchased the Clopper's Mill Village
Shopping Center located in Germantown, Maryland
for an approximate purchase price of $20.2 million. The center is
anchored by Shoppers Food Warehouse and CVS/Pharmacy. The
purchase was financed with new mortgage debt of $14.5 million, the
issuance of approximately 183,000 Common Units with a value
of approximately $3.5 million, the issuance of approximately 69,000
Preferred Units with a value of approximately $1.7 million and
approximately $.5 million cash. The mortgage loan bears interest at
7.18% per annum, amortizes over a 25 year period and matures in
10 years.
<PAGE>
FIRST WASHINGTON REALTY TRUST, INC. AND SUBSIDIARIES
NOTES TO UNAUDITED CONSOLIDATED FINANCIAL STATEMENTS
(dollars in thousands, except share data)
____________
On March 29, 1996, the company purchased Centre Ridge Marketplace
located in Centreville, Virginia. The purchase price
of the property was $5.5 million. On June 1, 1996, the Company purchased
the Superfresh Supermarket building, which anchors the
shopping center for $3.0 million. The company expects to spend
approximately $2.1 million for the construction of an additional 34,000
square feet. The total cost of the project will be approximately $11.0
million which will be financed through a $9.0 million construction
loan and $2.0 million of cash. A portion of the cash came from a draw
on the Company's line of credit.
On April 29, 1996, the Company purchased Takoma Park Shopping
Center located in Takoma Park, Maryland for an
approximate purchase price of $4.6 million. The center is anchored by
Shoppers Food Warehouse. The purchase was financed with
new mortgage debt of $2.4 million and a draw on the Company's line of
credit in the amount of $2.1 million and $0.1 million cash. The
Company plans on renovating the shopping center at a cost of
approximately $.8 million. The work is expected to be completed by
October 1996 and will be financed through additional proceeds from
the current first trust lender.
On June 7, 1996, the Company purchased Southside Marketplace
shopping center located in Baltimore, Maryland for an
approximate purchase price of $11.0 million. The center is anchored by
Metro Foods and Rite Aid Drugs. The purchase was financed
through the assumption of an $8.1 million first trust mortgage and a
draw on the Company's line of credit in the amount of approximately
$2.9 million.
The following unaudited pro forma condensed consolidated results of
operations are presented as if the acquisitions had
occurred on January 1 of the period presented. In preparing the pro
forma data, adjustments have been made for the June 1995 Offering
transactions. The pro forma information is provided for information
purposes only. It is based on historical information and does not
necessarily reflect the actual results that would have occurred nor is
it necessarily indicative of future results of operations of the
Company.
<TABLE>
<CAPTION>
For the six months ended For the year ended
June 30, December 31,
1996 1995 1995
<S> <C> <C> <C>
Total revenues $20,817 $18,540 $37,865
Expenses:
Property operating and
maintenance 5,302 4,403 9,074
General and administrative 1,700 415 2,831
Interest 7,801 7,223 14,856
Depreciation and amortization 3,992 3,595 7,419
Total Expenses 18,975 15,636 34,180
Income before income from
Management Affiliate, minority
interest and distributions to
Preferred Stockholders 2,022 2,904 3,685
Income from Management Affiliate 7 340 449
Income before minority interest and
distributions to Preferred
Stockholders 2,029 3,244 4,134
Income allocated to minority
interest (312) (500) (637)
Income before distributions to
Preferred Stockholders 1,717 2,744 3,497
Distributions to Preferred
Stockholders (2,820) (2,820) (5,642)
Loss allocated to Common
Stockholders ($1,103) ($76) ($2,145)
Net loss per common share ($0.34) ($0.03) ($0.66)
</TABLE>
<PAGE>
FIRST WASHINGTON REALTY TRUST, INC. AND SUBSIDIARIES
NOTES TO UNAUDITED CONSOLIDATED FINANCIAL STATEMENTS
(dollars in thousands, except share data)
____________
3. Summary of Significant Accounting Policies
Basis of Presentation
The unaudited interim consolidated financial statements of the
Company are prepared pursuant to the Securities
and Exchange Commission's rules and regulations for reporting on
Form 10-Q and should be read in conjunction with the
financial statement and the notes thereto of the Company's 1995
Annual Report to Stockholders. Accordingly, certain
disclosures accompanying annual financial statements prepared in
accordance with generally accepted accounting principles
are omitted. In the opinion of management, all adjustments,
consisting solely of normal recurring adjustments, necessary
for fair presentation of the consolidated financial statements for
the interim periods have been included. The current period's
results of operations are not necessarily indicative of results
which ultimately may be achieved for the year.
The consolidated financial statements include the accounts
of the Company and its majority owned partnerships,
including the Operating Partnership. All significant intercompany
balances and transactions have been eliminated.
Loss per Share
Loss per share is calculated by dividing income after
minority interest, less preferred distributions by the weighted
average number of common shares outstanding during the three months
and six months ended June 30, 1996 and 1995
respectively. The weighted average number of common shares
outstanding during three months ended June 30, 1996 and
1995 were 3,201,000 and 1,574,000, respectively and the weighted
average number of common shares outstanding during
six months ended June 30, 1996 and 1995 were 3,196,000 and
1,574,000 respectively. Options outstanding are not included
since their inclusion would be anti-dilutive. The assumed
conversion of the Preferred Stock as of the date of issuance would
have been anti-dilutive. The assumed conversion of the partnership
units held by the limited partners of the Operating
Partnership as of the REIT formation, which would result in the
elimination of earnings and losses allocated to minority
interests would have been anti-dilutive, as the allocation of
losses to limited partners was suspended due to their lack of
responsibility to fund losses. The Debentures, which are
exchangeable into shares of Convertible Preferred Stock, do not
meet the criteria for classification as common stock equivalents.
<PAGE>
FIRST WASHINGTON REALTY TRUST, INC. AND SUBSIDIARIES
NOTES TO UNAUDITED CONSOLIDATED FINANCIAL STATEMENTS
(dollars in thousands, except share data)
____________
4. Summary of Noncash Investing and Financing Activities
Significant noncash transactions for the six months ended June 30,
1996 and 1995 and were as follows:
<TABLE>
<CAPTION>
1996 1995
<S> <C> <C>
Liabilities assumed in purchase of rental
properties $8,097 $11,723
Common units in the Operating Partnership issued
in connection with the purchase of rental
properties - $1,630
Convertible Preferred Stock issued in connection
with the Purchase of UDR Properties - $8,055
Adjustment for minority interest's ownership of
the operating partnership $1,921 $3,255
Accrual of cost of raising capital - $814
Recognition of excess minority interest
share of losses previously allocated
to common stockholders - $647
</TABLE>
5. Environmental
The Company, as an owner of real estate, is subject to various
environmental laws of Federal and local governments. Compliance
by the Company with existing laws has not had a material adverse effect
on its financial condition and management does not believe
it will have such an effect in the future. However, the Company cannot
predict the impact of new or changed laws or regulations on its
current Properties.
All of the Properties have been subjected to Phase I environmental
audits. Such audits have not revealed, nor is management aware
of any environmental liability that management believes would have a
material adverse impact on the consolidated financial position,
results from operations or liquidity, including the two situations
discussed below. Management is unaware of any instances in which
it would incur and be financially responsible for any material
environmental costs if any or all Properties were sold, disposed of or
abandoned.
<PAGE>
Contamination caused by dry cleaning solvents has been detected
in ground water below the Penn Station Shopping Center.
The source of the contamination has not been determined. Potential
sources include a dry cleaner tenant at the Penn Station Shopping
Center and a dry cleaner located in an adjacent property. Sampling
conducted at the site indicates that the contamination is limited and
is unlikely to have any effect on human health. The Company has made a
request for closure to the State of Maryland. Management
believes that there is very little exposure at this time, and therefore
has not recorded an accrued environmental clean-up liability.
Petroleum has been detected in the soil of a parcel adjacent to
Fox Mill Shopping Center on property occupied by Exxon
Corporation ("Exxon") for use as a gas station (the "Exxon Station").
Exxon has taken steps to remediate the petroleum in and around
the Exxon Station, which is located down-gradient from the Fox Mill
Shopping Center. Exxon has agreed to take full responsibility for
the remediation of such petroleum. Currently, there has been no
contamination of the Company's property and none is expected to occur.
In addition, a dry cleaning solvent has been detected in the
groundwater below the Fox Mill Shopping Center. A groundwater pump
and treatment system, approved by the Virginia Water Control Board, was
installed in July 1992, and was operating until recently when
the Control Board ordered quarterly sampling to determine if further
remediation is necessary. The cost of running the pumps and
monitoring the contamination is approximately $10 per annum. The
previous owner of the Fox Mill Shopping Center has agreed to fully
remediate the groundwater contamination. Management does not believe
that it has a material probable liability, notwithstanding the
pledge of the previous owner and the Company believes that there is
minimal exposure at this time, and therefore has not recorded an
accrued environmental clean-up liability.
6. Subsequent Events
On July 22, 1996, the Board of Directors declared a distribution of
$0.4875 and $.6094 per share of Common Stock and
Preferred Stock, respectively to shareholders of record as of August 1,
1996, payable on August 15, 1996.
On July 26, 1996, the New York Stock Exchange accepted the
Company's shares for trading. Trading will commence on
August 13, 1996.
Item 2. Management's Discussion and Analysis of Financial Condition and
Results of Operation
Overview
The following discussion should be read in conjunction with the
"Selected Consolidated Financial Information" and the Financial
Statements and notes thereto of the Company appearing elsewhere in this
Form 10-Q.
Comparison of the three months ended June 30, 1996 to the three months
ended June 30, 1995
For the three months ended June 30, 1996, the net income allocated to
common stockholders decreased by $776,000 from a net income
of $224,000 to a net loss of $552,000, when compared to the three months
ended June 30, 1995, primarily due to an increase in the amount of
income allocated to minority interests, an increase in expenses and
distributions to holders of Convertible Preferred Stock, offset by an
increase in revenues.
<PAGE>
Total revenues increased by $3,630,000 or 54.9%, from 6,608,000 to
10,238,000, due primarily to an increase in minimum rents of
$2,674,000 and tenant reimbursements of $731,000. The increases were
primarily due to the purchase of Festival at Woodholme Shopping Center
on June 1, 1995, Glen Lea, Hanover Village, Laburnum Park and Laburnum
Square on July 1, 1995, Kenhorst Plaza on October 12, 1995 and First
Field Shopping Center on November 15, 1995 (the "1995 Acquisitions") and
the purchase of Stefko Boulevard and 15th & Allen on January 4, 1996,
Clopper's Mill Village Center on March 1, 1996, Centre Ridge Marketplace
on March 29, 1996, Takoma Park Shopping Center on April 29, 1996
and Southside Marketplace on June 7, 1996 (the "1996 Acquisitions").
Property operating and maintenance expense increased by $813,000, or
49.6%, from $1,638,000 to $2,451,000, due primarily to the
purchase of the 1995 Acquisition and 1996 Acquisition properties. General
and administrative expenses increased by $886,000, from $228,000
to $1,114,000, due primarily to the compensation paid or payable in
Company stock in the amount of $410,000 to key employees, New York Stock
Exchange filing fees of $180,000 and bonuses of $155,000 incurred during
the three months ended June 30, 1996.
Interest expense increased by $1,011,000, or 37.4%, from $2,700,000 to
$3,711,000, due primarily to the increase mortgage indebtedness
associated with the purchase of the 1995 Acquisition and 1996 Acquisition
properties.
Depreciation and amortization expenses increased by $664,000, or 49.4%,
from $1,344,000 to $2,008,000, primarily due to the purchase
of the 1995 Acquisition and 1996 Acquisition properties.
During the three months ended June 30, 1996, distributions payable to
owners of the Convertible Preferred Stock increased from
$1,170,000 to $1,410,000 due to the issuance of Preferred Stock to the
former owners of Glen Lea, Hanover Village, Laburnum Park, Laburnum
Square and Firstfield Shopping Center.
Income allocated to minority interests increased by $602,000 from a
loss allocation of $476,000 to an income allocation of $126,000
due to the minority interests' recognition of $647,000 of losses
previously allocated to the common stockholders during the three months
ended June 30, 1995. These losses were suspended from previous quarters
due to a lack of basis. The common minority interests are not allocated
losses if their basis would fall below zero because they are not required
to fund losses.
Comparison of the six months ended June 30, 1996 to the six months
ended June 30, 1995
For the six months ended June 30, 1996, the net loss allocated to
common stockholders increased by $662,000 from a net loss of
$312,000 to a net loss of $974,000, when compared to the six months ended
June 30, 1995, primarily due to an increase in the amount of income
allocated to minority interests, an increase in expenses and distributions
to holders of Convertible Preferred Stock, offset by an increase in
revenues.
Total revenues increased by $6,511,000 or 49.7%, from 13,088,000 to
19,599,000, due primarily to an increase in minimum rents of
$4,573,000 and tenant reimbursements of $1,342,000. The increases were
primarily due to the purchase of Festival at Woodholme Shopping Center
on June 1, 1995, Glen Lea, Hanover Village, Laburnum Park and Laburnum
Square on July 1, 1995, Kenhorst Plaza on October 12, 1995 and First
Field Shopping Center on November 15, 1995 (the "1995 Acquisitions")
and the purchase of Stefko Boulevard and 15th & Allen on January 4, 1996,
Clopper's Mill Village Center on March 1, 1996, Centre Ridge Marketplace
on March 29, 1996, Takoma Park Shopping Center on April 29, 1996
and Southside Marketplace on June 7, 1996 (the "1996 Acquisitions").
<PAGE>
Property operating and maintenance expense increased by $1,755,000, or
54.2%, from $3,237,000 to $4,992,000, due primarily to the
purchase of the 1995 Acquisition and 1996 Acquisition properties. General
and administrative expenses increased by $1,285,000, from $415,000
to $1,700,000, due primarily to the compensation paid or payable in
Company stock in the amount of $743,000 to key employees, New York Stock
Exchange filing fees of $180,000 and bonuses of $155,000.
Interest expense increased by $1,776,000, or 33.8%, from $5,250,000 to
$7,026,000, due primarily to the increased mortgage
indebtedness associated with the purchase of the 1995 Acquisition and
1996 Acquisition properties.
Depreciation and amortization expenses increased by $1,115,000, or
42.4%, from $2,629,000 to $3,744,000, primarily due to the
purchase of the 1995 Acquisition and 1996 Acquisition properties.
During the six months ended June 30, 1996, distributions payable to
owners of the Convertible Preferred Stock increased from
$2,340,000 to $2,820,000 due to the issuance of Preferred stock to the
former owners of Glen Lea, Hanover Village, Laburnum Park, Laburnum
Square and Firstfield Shopping Center.
Income allocated to minority interests increased by $429,000 from a
loss allocation of $131,000 to an income allocation of $298,000
due to the minority interests' recognition of $647,000 of losses previously
allocated to the common stockholders during the six months ended June
30, 1995. These losses were suspended from previous quarters due to a
lack of basis. The common minority interests are not allocated losses if
their basis would fall below zero because they are not required to fund
losses.
Liquidity and Capital Resources
Indebtedness
As of June 30, 1996, the Company had total indebtedness of approximately
$185.4 million (including $25.0 million of debentures and
approximately $160.4 million of mortgages and lines of credit). The
mortgage indebtedness consisted of approximately $153.1 million in
indebtedness collateralized by 32 of the Properties and tax-exempt bond
financing obligations issued by the Philadelphia Authority for Industrial
Development (the "Bond Obligations") of approximately $7.3 million
collateralized by one of the properties. Of the Company's mortgage
indebtedness, $24.7 million (13.3%) is variable rate indebtedness, and
$160.7 million (86.7%) is at a fixed rate. This indebtedness has interest
rates ranging from 5.0% to 9.6%, with a weighted average interest rate
(excluding the Bond Obligations) of 7.5%, and will mature between 1997 and
2021. A large portion of the Company's indebtedness will become due by
1999, requiring payments of $2.1 million in 1997, $10.9 million in 1998
and $85.6 million in 1999. From 1997 through 2021, the Company will
have to refinance an aggregate of approximately $160.4 million. Since
the Company anticipates that only a small portion of the principal of
such indebtedness will be repaid prior to maturity and the Company will
likely not have sufficient funds on hand to repay such indebtedness, the
Company will need to refinance such indebtedness through modification or
extension of existing indebtedness, additional debt financing or through
an additional offering of equity securities.
<PAGE>
The Debentures are exchangeable in the aggregate for 1,000,000 shares of
Preferred Stock of the Company, subject to adjustment.
Interest on the Debentures is payable quarterly, in arrears. The
Debentures are redeemable by the Operating Partnership at any time on or after
July 15, 1999, or at any time for certain reasons intended to protect the
Company's status as a REIT, at the option of the Company, at 100% of the
principal amount thereof, together with accrued interest. The rights of
holders of Common Stock and Preferred Stock are effectively subordinated
to the rights of holders of Debentures. The Debentures are collateralized
by a first mortgage on two of the properties.
The Operating Partnership issued a $4.8 million note (the "FS Note")
as consideration for part of the purchase price for one of the rental
properties. The Company has guaranteed the Operating Partnership's
obligations under the FS Note. The FS Note has a base interest rate of 5.0%
per annum. In addition, the holder of the FS Note is entitled to receive
additional interest equal to 10% of the excess of the annual net operating
income for such property and another property over $3.5 million. The FS
Note has a term of six years. The holder has the right at any time after
June 27, 1995 to exchange the FS Note for shares of Common Stock in
accordance with a formula based on the annual distributions per share on
the Common Stock and the interest payments on the FS Note. Based on the
current interest rate on the FS Note (5% base rate) and the current
distribution payments made on the Common Stock, the $4.8 million FS
Note is exchangeable for 123,077 shares of Common Stock, having a value
of $2.4 million. If the FS Note is exchanged for Common Stock, the
Company may contribute the FS Note to the capital of the Operating
Partnership in exchange for additional Common Units.
The Company currently has a collateralized revolving line of credit
("Line of Credit") of up to $5.8 million from First Union
Bank. Loans under the Line of Credit will bear interest at LIBOR plus
two percent (2%) per annum, and will mature on June 30, 1998. Loans under
the Line of Credit will be collateralized by a first mortgage lien on one
of the Properties. Definitive agreements with respect to the Line of Credit
contain customary representations, warranties and covenants. The loan
agreement with respect to the Line of Credit calls for the amount of the
facility to be curtailed at any point when it exceeds 75% of the appraised
value of the collateral. During the second quarter, the Company closed
an additional collateralized revolving line of credit of approximately
$7.0 million with Mellon Bank. Loans under this line will bear interest at
LIBOR plus two percent. Currently, $6.8 million are drawn under the lines
of credit.
The Company expects to meet its short-term liquidity requirements
generally through its working capital, net cash provided by operations
and draws on its Line of Credit facility. The Company believes that
the foregoing sources of liquidity will be sufficient to fund liquidity
needs through 1996.
The Company expects to meet certain long-term liquidity requirements
such as development, property acquisitions, scheduled debt
maturities, renovations, expansions and other non-recurring capital
improvements through long-term secured and unsecured indebtedness, including
the Line of Credit and the issuance of additional equity securities. The
Company also expects to use funds available under the Line of Credit to
fund acquisitions, development activities and capital improvements on an
interim basis.
The Company has elected to qualify as a REIT for federal income tax
purposes commencing with its tax year ended December 31, 1994.
To qualify as a REIT, the Company is required, among other items, to pay
distributions to its shareholders of at least 95% of its taxable income.
The Company intends to make quarterly distributions to its shareholders
from operating cash flow.
<PAGE>
Inflation, Economic Conditions
Most of the Company's leases contain provisions designed to partially
mitigate the adverse impact of inflation. Such provisions include
clauses enabling the Company to receive percentage rents based on tenant's
gross sales above predetermined levels, which rents generally increase
as prices rise, or escalation clauses which are typically related to
increases in the Consumer Price Index or similar inflation indices. Most of
the Company's leases require the tenant to pay its share of operating
expenses, including common area maintenance, real estate taxes and
insurance, thereby reducing the Company's exposure to increases in costs
and operating expenses resulting from inflation. In addition, the Company
periodically evaluates its exposure to interest rate fluctuations, and
may enter into interest rate protection agreements which mitigate, but do
not eliminate, the effect of changes in interest rates on its floating rate
loans. The Company, as a general policy, endeavors to obtain long-term
fixed rate financing when obtainable.
<PAGE>
Part II
OTHER INFORMATION
Item 6. Exhibits and Reports on Form 8-K
(a) Exhibits
3.1 Articles of Incorporation of the Company *
3.2 Bylaws of the Company *
10.1 First Amended and Restated Agreement of Limited Partnership of First
Washington Realty Limited Partnership *
10.2 Contribution and Exchange Agreement dated June 27, 1994, between the
Operating Partnership and 1328 Wisconsin Avenue
Associates Limited Partnership *
10.3 Contribution and Exchange Agreement dated June 27, 1994, between
the Operating Partnership and Jamestown Associates
Limited Partnership (3033 M Street L.P.) *
10.4 Assignment and Assumption Agreement dated June 27, 1994, between the
Operating Partnership and the partners of FW-Bryans
Road Limited Partnership*
10.5 Contribution and Exchange Agreement dated June 27, 1994, between the
Operating Partnership, Thieves Market Associates
Limited Partnership and Susan A. Safer *
10.6 Contribution and Exchange Agreement dated June 27, 1994, between the
Operating Partnership and 4483 Connecticut Avenue
Associates Limited Partnership *
10.7 Contribution and Exchange Agreement dated June 27, 1994, between the
Operating Partnership and Shoppes of Kildaire Limited
Partnership *
10.8 Contribution and Exchange Agreement dated June 27, 1994, between the
Operating Partnership and 601 King Street Associates
Limited Partnership*
10.9 Contribution and Exchange Agreement dated June 27, 1994, between the
Operating Partnership and Clinton Shopping Center
Associates Limited Partnership *
10.10 Contribution and Exchange Agreement dated June 27, 1994, between the
Operating Partnership and Capital Corner Shopping
Center Associates Limited Partnership *
10.11 Contribution and Exchange Agreement dated June 27, 1994, between the
Operating Partnership and Potomac Plaza Shopping
Center Associates Limited Partnership *
10.12 Assignment and Assumption Agreement dated June 27, 1994, between the
Operating Partnership and the partners of SP
Associates Limited Partnership*
10.13 Assignment and Assumption Agreement dated June 27, 1994, between the
Operating Partnership and the partners of Branchwood
Apartments Limited Partnership *
10.14 Contribution and Exchange Agreement dated June 27, 1994, between the
Operating Partnership and Combined Retail Associates
Limited Partnership *
<PAGE>
10.15 Contribution and Exchange Agreement dated June 27, 1994, between the
Operating Partnership and Elizabeth Associates Limited
Partnership (1529 Wisconsin Avenue Associates L.P.) *
10.16 Contribution and Exchange Agreement dated June 27, 1994, between the
Operating Partnership and FW-Broadmoor Apartments
Limited Partnership*
10.17 Contribution and Exchange Agreement dated June 27, 1994, between the
Operating Partnership and James Island Shopping
Center Limited Partnership*
10.18 Contribution and Exchange Agreement dated June 27, 1994, between the
Operating Partnership and Colonial Associates Limited
Partnership *
10.19 Contribution and Exchange Agreement dated June 27, 1994, between the
Operating Partnership and Rosecroft Shopping Center
Associates Limited Partnership *
10.20 Contribution and Exchange Agreement dated June 27, 1994, between the
Operating Partnership and 3066 M Street Limited
Partnership*
10.21 Contribution and Exchange Agreement dated June 27, 1994, between the
Operating Partnership and Prince George's County
Commercial and Technical Park Limited Partnership *
10.22 Real Estate Purchase Contract dated December 7, 1993 between FWM
Limited Partnership and Brafferton Center L.P. as amended
by Letter Agreement dated April 28, 1994 and June 6, 1994 *
10.23 Real Estate Purchase Contract dated January 5, 1994 between FWM
Limited Partnership and DFC Partners L.P. as amended by
Letter Agreement dated April 28, 1994 and June 6, 1994, as
amended June 27, 1994 *
10.24 Real Estate Purchase Contract dated March 1, 1994 between FWM Limited
Partnership and Sackett Development Company as
amended by Letter Agreement dated April 28, 1994 and June 6, 1994, as
amended June 25, 1994 *
10.25 Real Estate Purchase Contract dated March 25, 1994 between FWM Limited
Partnership and First State Plaza Associates Limited
Partnership an amended by Letter Agreement dated May 5, 1994 *
10.26 Real Estate Purchase Contract dated April 28, 1994 between FWM
Limited Partnership and Fox Mill Centers Associates Limited
Partnership as amended by First Amendment to Real Estate Purchase
Contract dated as of May 1994, as amended June 27, 1994*
10.27 Purchase Contract dated March 25, 1994 between FWM Limited
Partnership and Constellation Properties, Inc., as amended by
letter agreement dated May 16, 1994*
10.28 Lock-up Agreement between directors and executive officers of the
Company and Friedman, Billings, Ramsey & Co., Inc. *
10.29 Purchase and Placement Agent Agreement between the Company and
Friedman, Billings, Ramsey & Co., Inc., dated June 27,
1994 *
10.30 Registration Rights Agreement dated June 27, 1994, between the
Company and Friedman, Billings, Ramsey & Co., Inc. *
10.31 Negotiable Promissory Note between First Washington Management, Inc.
and Stuart D. Halpert *
<PAGE>
10.32 Negotiable Promissory Note between First Washington Management, Inc.
and William J. Wolfe *
10.33 Negotiable Promissory Note between First Washington Management, Inc.
and Jack Spector *
10.34 Negotiable Promissory Note between First Washington Management, Inc.
and Lester Zimmerman *
10.35 Purchase and Placement Agent Agreement dated June 27, 1994 among the
Company, the Operating Partnership and Merrill Lynch
Global Allocation Fund, Inc. *
10.36 Registration Rights Agreement dated June 27, 1994 between Company and
Merrill Lynch Global Allocation Fund, Inc. *
10.37 Environmental Indemnity Agreement dated June 27, 1994 between the
Company and Merrill Lynch Global Allocation Fund, Inc. *
10.38 Term Loan Note dated June 27, 1994 in the approximate amount of
$4.8 million from First Washington Realty Limited
Partnership in favor of First State Plaza Associates L.P. *
10.39 Term Loan Note dated June 27, 1994 in the approximate amount of
$2.0 million from First Washington Realty Limited Partnership
in favor of Constellation Properties, Inc.*
10.40 Indenture of Mortgage, Deed of Trust, Security Agreement, Financing
Statement, Fixture Filing and Assignment of Leases and
Rents dated as of June 27, 1994, between JFD Limited Partnership,
Greenspring Associates Limited Partnership and FW-Bryans
Road Limited Partnership as mortgagors, trustors and debtors,
Nomura Asset Capital Corporation, as mortgagee, beneficiary, and
secured party, and Douglas J. Mathis and Kelly M. Wrenn, as
individual trustees. *
10.41 Promissory Note in the principal amount of $38.5 million dated June
27, 1994 from the Company in favor of Nomura Asset
Capital Corporation *
10.42 Cash Collateral Account Security, Pledge and Assignment Agreement
among JFD Limited Partnership, Greenspring Associates
Limited Partnership and FW-Bryans Road Limited Partnership as
borrowers, and Nomura Asset Capital Corporation, as Lender *
10.43 The 1994 Stock Option Plan of First Washington Realty Trust, Inc.,
First Washington Realty Limited Partnership and First
Washington Management, Inc.*
10.44 Term Loan Agreement dated June 27, 1994 between the Company and
Constellation Properties, Inc. *
10.45 Amended and Restated Executive Employment Agreement, dated June 30,
1996, between the Company and Stuart D. Halpert*(6)
10.46 Amended and Restated Executive Employment Agreement, dated June 30,
1996, between the Company and William J. Wolfe *(6)
10.47 Indemnity, Pledge and Security Agreement dated June 27, 1994 between
the Operating Partnership, Stuart D. Halpert, William
J. Wolfe, Lester Zimmerman and Jack E. Spector *
10.48 Term Loan Agreement dated as of June 27, 1994 between the Company and
First State Plaza Associates Limited Partnership *
<PAGE>
10.51 Deed of Trust and Security Agreement relating to $4.8 million Line of
Credit dated October 5, 1994 between the Company and
Columbia First Bank *
10.52 Stock Option Agreement between the Company and William J. Wolfe (1)
10.53 Stock Option Agreement between the Company and Stuart D. Halpert (1)
10.54 Stock Option Agreement between the Company and Jeffrey S. Distenfeld
(1)
10.55 Stock Option Agreement between the Company and James Blumenthal (1)
10.56 Stock Option Agreement between the Company and James G. Pounds (1)
10.57 Stock Option Agreement between the Company and Stanley T. Burns (1)
10.58 Stock Option Agreement between the Company and Matthew J. Hart (1)
10.59 Stock Option Agreement between the Company and William J. Russell (1)
10.60 Stock Option Agreement between the Company and Heywood Wilansky (1)
10.61 Letter Agreement dated February 22, 1995, between First Washington
Realty Limited Partnership and Woodholme Properties
Limited Partnership *
10.62 Purchase Agreement dated March 30, 1995, between First Washington
Realty Trust, Inc. and United Dominion
Realty Trust, Inc. *
10.63 Contribution Agreement dated May 3, 1995, between First Washington
Realty Limited Partnership and Woodholme Properties
Limited Partnership *
10.64 Real Estate Purchase Agreements dated May 1, 1995 between First
Washington Realty Trust, Inc. And United Dominion Realty
Trust, Inc. (2)
10.65 Form of Registration Rights Agreement between First Washington Realty
Trust, Inc. and United Dominion Realty Trust, Inc. (2)
10.66 Commitment Letter dated May 29, 1995 from the Lutheran Brotherhood to
First Washington Realty Trust, Inc.(2)
10.67 Real Estate Purchase Agreement dated August 18, 1995 between First
Washington Realty Limited Partnership and Kenhorst Plaza
Associates, L.P. (3)
10.68 Deed of Trust and Security Agreement dated October 6, 1995 between
First Washington Realty Limited Partnership and Lutheran
Brotherhood and Deed of Trust Note of even date therewith (3)
10.69 Real Estate Purchase Agreement dated November 15, 1995, by and
between First Washington Realty Trust, Inc. and Firstfield
Center Duncan Limited Partnership (4)
10.70 Contribution Agreement dated October 30, 1995, by and between First
Washington Realty Limited Partnership and Carriage
Associates Limited Partnership (4)
10.71 Purchase Money Deed of Trust dated November 15, 1995, by and between
First Washington Realty Limited Partnership and
Army and Air Force Mutual Aid Associate (4)
<PAGE>
10.72 Mortgage, Assignment of Leases and Rents and Security Agreement dated
January 4, 1996, by and between Allenbeth Associates Limited
Partnership (First Washington Realty Trust, Inc. is the sole general
partner) and Nomura Asset Capital Corporation (4)
10.73 Real Estate Purchase Agreement dated February 1, 1996, by and
between First Washington Realty Limited Partnership and Centre
Ridge Development L.P. (5)
10.74 Agreement to Sell Real Estate dated March 28, 1996, by and between
First Washington Realty Limited Partnership and Super
Fresh Food Markets of Virginia, Inc. (5)
10.75 Contribution Agreement dated March 20, 1996 (effective as of
March 1, 1996), by and between First Washington Realty Limited
Partnership and Brian G. McElwee, Richard W. Ireland, John H. Donegan,
Stacy C. Hornstein, Sweet Gum Tree, L.L.C. and Wendy A. Seher (5)
10.76 Amendment and Restatement of Deed of Trust, Assignment and Security
Agreement dated March 21, 1996 by and between Clopper's Mill
Village Center, L.L.C., Timothy R. Casgar and Margaret Everson-Fisher,
Trustees, and Jackson National Life Insurance Company (5)
10.77 Credit Line Deed of Trust and Security Agreement dated March 28,
1996 by and between First Washington Realty Limited
Partnership, Sam T. Beale and Barry Musselman, as Trustees and
South Trustees, and SouthTrust Bank of Alabama, N.A. (5)
10.78 Real Estate Purchase Agreement dated October 23, 1995 by and between
First Washington Realty Limited Partnership and
6875 New Hampshire Avenue Partnership (6).
10.79 Purchase Money Deed of Trust and Security Agreement dated April 24,
1996 by and between First Washington Realty Limited Partnership
and Nicoletta R. Parker and Margaret H. Blewitt, as Trustees (6).
10.80 Purchase Agreement dated April 4, 1996 by and between First
Washington Realty Limited Partnership and Michael F. Klein,
Philip E. Klein, Jeffrey F. Klein, George Arconti, Professional Real
Estate Services, Inc., H.S. Taylor White, Rick C. Klein
and William S. Berman (6).
10.81 Indemnity Deed of Trust, Security Agreement and Assignment of Rents
and Leases dated June 28, 1995 by and between
Southside Marketplace Limited Partnership in favor of Fleet
Management and Recovery Corporation (6).
10.82 First Washington Realty Trust, Inc. Restricted Stock Plan (6).
10.83 The Contingent Stock Agreement dated June 30, 1996 by and between
First Washington Realty Trust, Inc. and William J.
Wolfe (6).
10.84 The Contingent Stock Agreement dated June 30, 1996 by and between
First Washington Realty Trust, Inc. and Stuart D.
Halpert (6).
10.85 Restricted Stock Agreement dated June 30, 1996 by and between
First Washington Realty Trust, Inc. and William J. Wolfe (6).
<PAGE>
10.86 Restricted Stock Agreement dated June 30, 1996 by and between First
Washington Realty Trust, Inc. and Stuart D. Halpert (6).
____________________________________________________________________________
* Incorporated herein by reference from the Company's Registration
Statement on Form S-11 (No. 33-83960), in which this exhibit
bore the same number.
(1) Incorporated herein by reference from the Company's Form 10-K filed on
March 31, 1995, in which this exhibit bore the same
number.
(2) Incorporated herein by reference from Amendment No. 2 to the Company's
Registration Statement on Form S-11 (No. 33-93188),
in which this exhibit bore the same number.
(3) Previously filed with the Company's Quarterly Report on Form 10-Q
on November 11, 1995.
(4) Previously filed with the Company's Current Report on Form 8-K
on January 19, 1996.
(5) Previously filed with the Company's Current Report on Form 8-K
on April 1, 1996.
(6) Incorporated herein by reference from Amendment No.2 of the Company's
Registration Statement on Form S-3 (No. 333-4966),
in which this exhibit bore the same number.
<PAGE>
(b) Reports on Form 8-K
1. Interim Report on Form 8-K reporting the acquisition of Kenhorst Plaza
Shopping Center, Stefko Boulevard Shopping Center, 15th and Allen
Shopping Center and First Field Shopping Center, filed January 19,
1996.
2. Interim Report on Form 8-K/A reporting the audited financial
information required to be filed as a part of 8-K filed on January
19, 1996, filed January 31, 1996.
3. Interim Report on Form 8-K reporting the acquisition of Clopper's
Mill Village Shopping Center and Centre Ridge Marketplace filed
April 1, 1996.
4. Interim Report on Form 8-K/A reporting the audited financial
information required to be filed as a part of 8-K filed on April
1, 1996, filed on April 29, 1996.
<PAGE>
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.
FIRST WASHINGTON REALTY TRUST, INC.
/s/ William J. Wolfe
By: William J. Wolfe
President and
Chief Executive Officer
/s/ James G. Blumenthal
By: James G. Blumenthal
Executive Vice President and
Chief Financial Officer
Date: August 14, 1996
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