FORM 10-Q
SECURITIES AND EXCHANGE COMMISSION
Washington, DC 20549
[X] Quarterly Report Pursuant to Section
13 or 15(d) of the Securities Exchange
Act of 1934
For the period ended March 31, 1998
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
Common Stock, $.01 par value, outstanding as of May
14, 1998:
7,399,446 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 March 31, 1998
(unaudited) and December 31, 1997 1
Consolidated Statements of Operations
(unaudited) for the three months
ended March 31, 1998 and 1997 2
Consolidated Statements of Cash Flows
(unaudited) for the three months
ended March 31, 1998 and 1997 3
Notes to Unaudited Consolidated Financial Statements 4
Item 2. Management's Discussion and Analysis of
Financial Condition and Results of Operations 8
Part II: Other Information
Item 2. Market for the Registrant's Common Equity and
Related Shareholders Matters 10
Item 6. Exhibits and Reports on Form 8-K 10
Signatures 11
<PAGE>
FIRST WASHINGTON REALTY TRUST, INC. AND SUBSIDIARIES
CONSOLIDATED BALANCE SHEETS
(dollars in thousands except share data)
-----------
<TABLE>
March 31, December 31,
1998 1997
----------- -------------
(unaudited)
ASSETS
<S> <C> <C>
Rental properties:
Land $ 93,755 $ 89,042
Buildings and improvements 382,839 367,756
-------- --------
476,594 456,798
Accumulated depreciation (41,132) (40,839)
--------- ---------
Rental properties, net 435,462 415,959
Cash and equivalents 1,931 3,142
Tenant receivables, net 6,768 7,274
Deferred financing costs, net 2,614 2,734
Other assets 10,097 10,032
----------- -----------
Total assets $456,872 $439,141
======== ========
LIABILITIES AND STOCKHOLDERS' EQUITY
Liabilities:
Mortgage notes payable $226,903 $212,030
Debentures 25,000 25,000
Accounts payable and accrued expenses 8,655 10,914
----------- -----------
Total liabilities 260,558 247,944
Minority interest 40,350 38,255
Stockholders' equity:
Convertible preferred stock $.01
par value, 3,800,000 shares designated;
2,314,189 issued and outstanding
(aggregate liquidation preference of $57,855) 23 23
Common stock $.01 par value, 90,000,000
shares authorized; 7,399,446 and 7,291,732
shares issued and outstanding, respectively 73 72
Additional paid-in capital 183,322 179,356
Accumulated distributions in excess of earnings (27,454) (26,509)
---------- -----------
Total stockholders' equity 155,964 152,942
-------- ----------
Total liabilities and stockholders' $456,872 $439,141
equity ======== ========
</TABLE>
The accompanying notes are an integral part of these consolidated
financial statements.
1
<PAGE>
FIRST WASHINGTON REALTY TRUST, INC. AND SUBSIDIARIES
CONSOLIDATED STATEMENTS OF OPERATIONS
(dollars in thousands, except share data)
(unaudited)
-------
<TABLE>
For three months ended
March 31,
------------------------
1998 1997
------- ----------
<S> <C> <C>
Revenues:
Minimum rents $12,928 $9,632
Tenant reimbursements 3,088 2,123
Percentage rents 396 328
Other income 228 276
-------- --------
Total revenues 16,640 12,359
------- -------
Expenses:
Property operating and maintenance 4,143 3,054
General and administrative 837 858
Interest 4,851 4,372
Depreciation and amortization 3,265 2,461
------- -------
Total expenses 13,096 10,745
------- --------
Income before gain on sale
of properties, income from Management
Company, extraordinary item, minority
interest and distributions to
Preferred Stockholders 3,544 1,614
Gain on sale of properties 1,683 45
Income from Management Company 280 163
-------- -----
Income before extraordinary item,
minority interest and distributions
to Preferred Stockholders 5,507 1,822
Extraordinary item - loss on early
extinguishment of debt (358) (134)
-------- -------
Income before minority interest and
distributions to Preferred Stockholders 5,149 1,688
Income allocated to minority interest (1,065) (257)
---------- ---------
Income before distributions to
Preferred Stockholders 4,084 1,431
Distributions to Preferred Stockholders (1,410) (1,410)
------- -------
Income allocated to Common Stockholders $2,674 $21
========= =========
Earnings per Common Share - Basic
Income before extraordinary item $0.41 $0.03
Extraoridinary item (0.05) (0.03)
--------- ---------
Net income $0.36 $0.00
========= =========
Earnings per Common Share - Diluted
Income before extraordinary item $0.41 $0.03
Extraoridinary item (0.05) (0.03)
--------- ---------
Net income $0.36 $0.00
========= =========
Shares of Common Stock, in
thousands - Basic 7,380 4,946
========== =========
Shares of Common Stock, in
thousands - Diluted 7,481 4,997
========== =========
Distributions per share $0.4875 $0.4875
======= =======
</TABLE>
The accompanying notes are an integral part of these
consolidated financial statements.
2
<PAGE>
FIRST WASHINGTON REALTY TRUST, INC. AND SUBSIDIARIES
CONSOLIDATED STATEMENTS OF CASH FLOWS
(Dollars in thousands)
(unaudited)
--------
<TABLE>
For the three months ended
March 31,
---------------------------
1998 1997
--------- -------
<S> <C> <C>
Operating Activities:
Income before distributions to
Preferred Stockholders $4,083 $1,431
Adjustment to reconcile net cash
provided by operating activities:
Income allocated to minority interest 1,065 257
Depreciation and amortization 3,265 2,461
Gain of sale of rental properties (1,683) (45)
Loss on early extinguishment of debt 358 134
Amortization of deferred financing
costs and loan premiums (120) 455
Equity in earnings of Management Company (160) (43)
Compensation paid or payable in company stock 323 560
Provision for uncollectible accounts 627 520
Recognition of deferred rent (145) (294)
Net changes in:
Tenant receivables 23 (940)
Other assets (40) 1,140
Account payable and accrued expenses (652) 2,125
---------- ---------
Net cash provided by operating activities 6,944 7,761
--------- ---------
Investing Activities:
Additions to rental properties (1,914) (4,371)
Acquisition of rental properties (17,989) (17,101)
Proceeds from sale of rental properties 4,253 1,172
---------- ----------
Net cash used in investing activities (15,650) (20,300)
-------- --------
Financing Activities:
Proceeds from line of credit 21,437 17,100
Proceeds from mortgage notes 0 1,443
Proceeds from exercise of stock options 37 -
Repayment of line of credit (6,300) -
Repayment on mortgage notes (978) (11,564)
Additions to deferred financing costs (487) (343)
Distributions paid to Preferred Stockholders (1,410) (1,410)
Distributions paid to Common Stockholders (3,619) (2,411)
Distributions paid to minority interest (1,185) (599)
-------- ----------
Net cash provided by financing activities 7,495 2,216
--------- ---------
Net increase (decrease) in cash and equivalents (1,211) (10,323)
Cash and equivalents, beginning of period 3,142 11,780
--------- --------
Cash and equivalents, end of period $1,931 $1,457
======== ========
</TABLE>
The accompanying notes are an integral part of these
consolidated financial statements.
3
<PAGE>
FIRST WASHINGTON REALTY TRUST, INC. AND SUBSIDIARIES
NOTES TO UNAUDITED CONSOLIDATED FINANCIAL STATEMENTS
(dollars in thousands, except share data)
---------
1. Business
General
First Washington Realty Trust, Inc. (the "Company") is a fully
integrated real estate organization with expertise in acquisitions,
property management, leasing, renovation and development of principally
supermarket- anchored neighborhood shopping centers. The Company owns a
portfolio of 50 retail properties containing a total of approximately
5.4 million square feet of gross leasable area located in the
Mid-Atlantic region and the Chicago metropolitan area and two
multifamily properties located in Charleston, South Carolina.
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").
The Company currently owns approximately 78.8% of the
partnership interests in First Washington Realty Limited Partnership
(the "Operating Partnership"). All of the Company's operations are
conducted through the Operating Partnership. The Operating Partnership
owns 35 Properties directly and 15 Properties are owned by lower tier
partnerships or limited liability companies in which the Operating
Partnership owns a 99% partnership interest and the Company (or a
wholly-owned subsidiary of the Company) owns a 1% partnership interest.
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. 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 Operating Partnership also owns 100% of the non-voting
preferred stock of First Washington Management, Inc. ("FWM") and is
entitled to 99% of the cash flow from FWM. FWM provides management,
leasing and related services for the Properties and to third-party
clients, including individual, institutional and corporate property
owners. FWM is also referred to herein as the "Management Company".
2. 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 statements and the
notes thereto of the Company's 1997 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.
4
<PAGE>
FIRST WASHINGTON REALTY TRUST, INC. AND SUBSIDIARIES
NOTES TO UNAUDITED CONSOLIDATED FINANCIAL STATEMENTS
(dollars in thousands, except share data)
---------
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.
Income per Share
Basic and diluted income per share is calculated by dividing
income after minority interest, less preferred distributions by the
weighted average number of common shares outstanding during the periods
presented.
Recent Accounting Pronouncements
On March 19, 1998, the Emerging Issues Task Force ("EITF") of
the Financial Accounting Standards Board reached a consensus opinion on
issue #97-11, "Accounting for Internal Costs Relating to Real Estate
Property Acquisitions" which requires that the internal costs of
preacquisition activities incurred in connection with the acquisition
of an operating property be expensed as incurred. The Company has
historically capitalized internal preacqusition costs of operating
properties as a component of the acquisition price and accordingly,
will realize an increase in expense upon adoption of this ruling which
is effective immediately.
The Company adopted SFAS No. 130 "Reporting Comprehensive
Income" on January 1, 1998. The Company has no items of other
comprehensive income.
3. Acquisition of Rental Properties
During the first quarter of 1998, the Company acquired two
shopping centers for an aggregate acquisition cost of approximately
$26,395. All the acquisitions were accounted for using the purchase
method of accounting and the operations of each property is included in
the Company's Statement of Operations from their respective dates of
acquisition. The following is a summary of the acquisitions:
<TABLE>
<S> <C> <C> <C> <C> <C> <C>
Date Property Total Anchor Anchor
Acquired Name Location GLA Cost Tenant (GLA)
-------- -------- -------- ------- ------ -------- -----
1/98 Bowie Bowie, MD 104,836 $12,100 Giant Food 21,750
Plaza Maryland
3/98 Watkins Mitchellville,
Park Plaza Maryland 112,143 14,295 Safeway 43,205
------- ------- ------
216,979 $26,395 64,955
======= ======= ======
</TABLE>
The acquisitions were financed as follows:
<TABLE>
<S> <C> <C> <C> <C> <C> <C>
Number of Assumed
Property Partnerships Market Mortgage Line of Credit
Name Units Value Debt (1) Draw Cash Total
--------------------- ------- --------- -------------- ----- -----
Bowie
Plaza 130,626 $3,600 $5,400 $ 3,000 $ 100 $12,100
Watkins
Park Plaza - - - 10,000 4,295(2) 14,295
-------- ------ ------ ------- ----- -------
130,626 $3,600 $5,400 $13,000 $4,395 $26,395
======= ====== ====== ====== ====== =======
</TABLE>
(1) Includes loan premiums.
(2) Includes net proceeds from the sale of properties of approximately $4,253.
The following unaudited pro forma condensed combined results
of operations are presented as if the acquisitions of the rental
properties occurred on January 1 of the period presented. In preparing
the pro forma data, adjustments have been made to assume that the
September 1997 Offering occurred on January 1, 1997. The proforma
statements are provided for information purposes only. They are
based on historical information and do not necessarily reflect
the actual results that would have occurred nor are they necessarily
indicative of future results of operations of the Company.
5
<PAGE>
FIRST WASHINGTON REALTY TRUST, INC. AND SUBSIDIARIES
NOTES TO UNAUDITED CONSOLIDATED FINANCIAL STATEMENTS
(dollars in thousands, except share data)
---------
<TABLE>
For the three months ended
March 31,
---------------------------
1998 1997
---- ----
<S> <C> <C>
Total Revenues $17,059 $16,964
Pro forma net income
before extraordinary item $3,131 $1,711
Extraordinary item (358) (134)
------ ------
Pro forma net income $2,773 $1,577
====== ======
Pro forma earnings per
Common Share - Basic
Income before
extraordinary item $0.38 $0.21
Extraordinary item (0.05) (0.02)
------ -----
Net income $0.33 $0.19
====== =====
Pro forma earnings per Common
Share - Diluted
Income before
extraordinary item $0.37 $0.21
Extraordinary item (0.05) (0.02)
----- -----
Net income $0.32 $0.19
====== =====
</TABLE>
4. Sale of Properties
In March 1998, the Company sold its two multi-family
properties (Branchwood and Park Place Apartments) for a combined sales
price of approximately $8,050. The gain on sale is approximately $1,536
and net proceeds after the payment of the existing mortgage debt was
approximately $3,962. In March 1998, the Company sold one of the
Georgetown retail shops consisting of 5,000 square feet for $750. The
gain on sale is approximately $147 and net proceeds after the payment
of existing mortgage debt was approximately $291. The proceeds of these
sales were used to purchase Watkins Park Plaza in a like-kind exchange
as defined in Internal Revenue Code Section 1031.
In January 1998, the Company closed on a $35,500
collateralized revolving Line of Credit with Union Bank of Switzerland.
This line is collateralized by six properties (Kenhorst Plaza, Shoppes
of Graylyn, Four Mile Fork, Takoma Park, Centre Ridge Marketplace and
Newtown Square). The line which matures on January 31, 2001 replaces
the Lines of Credit the Company had with Mellon Bank and Corestates
Bank. Loans under this line will bear interest at LIBOR plus one
percent (1%). The line was subsequently increased to $45,000 on March
20, 1998 and Watkins Park Plaza was pledged as additional collateral.
5. Summary of Noncash Investing and Financing Activities
Significant noncash transactions for the nine months ended March 31,
1998 and 1997 were as follows:
<TABLE>
<S> <C> <C>
1998 1997
---- ----
Liabilities assumed in acquisition
of rental properties $4,466 $16,843
Common units in the Operating
Partnership issued in connection with
the acquisition of rental properties $5,384 $4,660
Preferred units in the Operating
Partnership issued in connection with
the acquisition of rental properties - $277
Increase in minority interest's ownership
of the Operating Partnership $2,125 $1,709
Accrued compensation paid through the issuance
of Common Stock $760 -
</TABLE>
6
<PAGE>
FIRST WASHINGTON REALTY TRUST, INC. AND SUBSIDIARIES
NOTES TO UNAUDITED CONSOLIDATED FINANCIAL STATEMENTS
(dollars in thousands, except share data)
---------
The above information supplements the disclosures required by Statement of
Financial Accounting Standards No. 95 - "Statement of Cash Flows."
6. Stock Option Plans
On May 8, 1998, the Stockholders approved an amendment to the
Company's 1994 Stock Option Plan. The amendment increases the number of
shares available for issuance under the Stock Option Plan from 796,691
to 1,296,691 shares.
On May 8, 1998, the Stockholders approved an amendment to the
Company's 1996 Restricted Stock Plan. The Amendment increases the
number of shares available for issuance under the Restricted Stock Plan
from 18,508 to 368,508 shares.
On May 8, 1998, the Stockholders approved an amendment to the
Company's 1996 Contingent Stock Agreements. The amendment further
grants an additional 150,000 shares of Common Stock to senior
management under a performance-based incentive plan.
7. Subsequent Events
In April 1998, the Company acquired Parkville Shopping Center
located in Baltimore, Maryland. The total acquisition cost of $8,450
was financed through the issuance of 185,361 common units to the seller
of the property with a value of approximately $4,950, assumed mortgage
indebtedness of $3,500. The mortgage loan carries an all-in effective
rate of 7.1% and matures in 2008. The Center contains 140,925 square
feet of GLA and is anchored by A&P Superfresh and Rite Aid.
On April 17, 1998, 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 May 1,
1998, payable on May 15, 1998.
7
<PAGE>
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. Dollars are
in thousands except per share data.
Comparison of the three months ended March 31, 1998 to the three months ended
March 31, 1997
For the three months ended March 31, 1998, the net income allocated to
common stockholders increased by $2,652 from $21 to $2,673, when compared to the
three months ended March 31, 1997, primarily due to an increase in revenues
offset by an increase in expenses, an increase in extraordinary losses and an
increase in the amount of income allocated to minority interests.
Total revenues increased by $4,236 or 34.1%, from $12,404 to $16,640,
due primarily to an increase in minimum rents of $3,296 and tenant
reimbursements of $965. The increases were primarily due to the purchase of
Ashburn Farm Village Shopping Center in March 1997, the six Chicago properties
purchased in September 1997, Mitchellville Plaza in October 1997, Spring Valley
Center in December 1997 (the "1997 Acquisitions"), Bowie Plaza in January 1998
and Watkins Park Plaza in March 1998 (the "1998 Acquisitions").
Property operating and maintenance expense increased by $1,089, or
35.7%, from $3,054 to $4,143, due primarily to the 1997 Acquisitions and the
1998 Acquisitions. General and administrative expenses decreased by $21 or 2.4%,
due primarily to a decrease in the amount of compensation paid or payable in
Company stock of $117, offset by an increase in other cash expenses of $96.
Interest expense increased by $479, or 11.0%, from $4,372 to $4,851,
due primarily to the increase mortgage indebtedness associated with the 1997
Acquisitions and the 1998 Acquisitions offset by a reduction of mortgage debt
through proceeds from the September 1997 offering. The average debt outstanding
increased from $204.0 million for 1997 to $235.3 million for 1998.
Depreciation and amortization expenses increased by $804, or 32.7%,
from $2,461 to $3,265, primarily due to the 1997 Acquisitions and the 1998
Acquisitions.
During 1998 there was a $358 extraordinary loss due to the early
extinguishment of debt compared to $134 for the same period in 1997. In 1998,
$4,236 of mortgage debt was retired before the scheduled maturity date. In 1997,
$734 of mortgage debt was retired before the scheduled maturity date.
Income allocated to minority interests increased by $808 from $257 to
$1,065 due to an increase in net income and an increase in the minority
interests' ownership of the Operating Partnership.
Liquidity and Capital Resources
Indebtedness
As of March 31, 1998, the Company had total indebtedness of
approximately $251.9 million (including $25.0 million of debentures and
approximately $226.9 million of mortgage indebtedness). The mortgage
indebtedness consists of approximately $220.0 million in indebtedness
collateralized by 34 of the Properties and tax-exempt bond financing obligations
issued by the Philadelphia Authority for Industrial Development (the "Bond
Obligations") of approximately $6.9 million collateralized by one of the
properties. Of the Company's indebtedness, $32.0 million (12.7%) is variable
rate indebtedness, and $219.9 million (87.3%) is at a fixed rate. The effective
interest rates of the indebtedness range from 6.3% to 9.8%, with a weighted
average interest rate of 7.96%, and will mature between 1999 and 2014. A large
portion of the
8
<PAGE>
Company's indebtedness will become due by 2000, requiring balloon payments of
$88.9 million in 1999, and $24.4 million in 2000. From 1999 through 2014, the
Company will have to refinance an aggregate of approximately $215.0 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.
The Company currently has two collateralized revolving lines of credit
(the "Lines of Credit") totaling approximately $51 million. In January 1998, the
Company closed on $35,500 collateralized revolving Line of Credit with Union
Bank of Switzerland. This line is collateralized by six properties (Kenhorst
Plaza, Shoppes of Graylyn, Four Mile Fork, Takoma Park, Centre Ridge Marketplace
and Newtown Square). The line which matures on January 31, 2001 replaces the
Lines of Credit the Company had with Mellon Bank and Corestates Bank. Loans
under this line will bear interest at LIBOR plus one percent (1%). The line was
subsequently increased to $45,000 on March 20, 1998 and Watkins Park Plaza was
pledged as additional collateral. The Company has a collateralized revolving
line of credit of up to $5.8 million from First Union Bank. Loans under the line
of credit bear interest at LIBOR plus two percent (2%) per annum, and mature on
June 30, 1998. Loans under the line of credit are collateralized by a first
mortgage lien on Brafferton Shopping Center. As of March 31, 1998, there was
$18,437 outstanding 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 the Lines of Credit. The Company believes that the foregoing sources of
liquidity will be sufficient to fund liquidity needs through 1999.
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 Lines of Credit and
the issuance of additional equity securities. The Company also expects to use
funds available under the Lines of Credit to fund acquisitions, development
activities and capital improvements on an interim basis.
During 1999, $88.9 million of the Company's indebtedness becomes due,
including the $25.0 million Exchangeable Debentures. The Company believes that
it will be able to retire this debt through either a refinancing of the debt
using the properties as collateral, an equity offering or a combination of both.
The Company currently believes that the loan-to-values on the properties are at
a level that will enable the Company to refinance the loans without an
additional requirement for capital.
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.
On March 19, 1998, the Emerging Issues Task Force ("EITF") of the
Financial Accounting Standards Board reached a consensus opinion on
issue #97-11, "Accounting for Internal Costs Relating to Real Estate Property
Acquisitions" which requires that the internal costs of preacquisition
activities incurred in connection with the acquisition of an operating
property be expensed as incurred. The Company has historically capitalized
internal preacqusition costs of operating properties as a component of the
acquisition price and accordingly, will realize an increase in expense upon
adoption of this ruling which is effective immediately.
9
<PAGE>
Part II
OTHER INFORMATION
Item 2. Recent Sales of Unregistered Equity Securities
(a) Securities Sold
The following table sets forth the date of sale, title and
amount of unregistered securities sold by the Company since
December 31, 1997:
Date of Sale Title Amount
01/01/98 Common Units 130,626
04/30/98 Common Units 185,361
(b) Underwriters and other purchasers
i. January 1, 1998 Sales. Underwriters were not retained
in connection with the sale of these securities. These
units were sold to the seller of Bowie Plaza, an
"accredited investor".
ii. April 30, 1998 Sales. Underwriters were not retained
in connection with the sale of these securities. These
units were sold to the seller of Parkville Shopping
Center, an "accredited investor".
(c) Consideration
i. January 1, 1998 Sales. These units were issued in
exchange for property having a value of approximately
$6.7 million, net of assumed indebtedness. There were
no underwriting discounts or commissions with respect
to such securities.
ii. April 30, 1998 Sales. These units were issued in
exchange for property having a value of approximately
$4.9 million, net of assumed indebtedness. There were
no underwriting discounts or commissions with respect
to such securities.
Item 6. Exhibits and Reports on Form 8-K
(a) Exhibits
27 Financial Data Schedule (2)
- -----------------------------------------------------------------------
(1) Incorporated herein by reference from the Company's Form 10-K for the year
ended December 31, 1997.
(2) Filed herewith.
(b) Reports on Form 8-K.
None.
10
<PAGE>
SIGNATURES
Pursuant to the requirements of the Securities Exchange Act of 1934, the
registrant has duly caused this report to be signed on its behalf by the
undersigned thereunto duly authorized.
FIRST WASHINGTON REALTY TRUST, INC.
Date: May 14, 1998 /s/ William J. Wolfe
------------------------------
By: William J. Wolfe
President and
Chief Executive Officer
Date: May 14, 1998 /s/ James G. Blumenthal
-------------------------------
By: James G. Blumenthal
Executive Vice President
& Chief Financial Officer
11
<PAGE>
<TABLE> <S> <C>
<ARTICLE> 5
<MULTIPLIER> 1,000
<S> <C>
<PERIOD-TYPE> 3-mos
<FISCAL-YEAR-END> DEC-31-1998
<PERIOD-END> MAR-31-1998
<CASH> 1,931
<SECURITIES> 0
<RECEIVABLES> 6,768
<ALLOWANCES> 0
<INVENTORY> 0
<CURRENT-ASSETS> 0
<PP&E> 476,594
<DEPRECIATION> 41,132
<TOTAL-ASSETS> 456,872
<CURRENT-LIABILITIES> 0
<BONDS> 226,903
0
23
<COMMON> 73
<OTHER-SE> 183,322
<TOTAL-LIABILITY-AND-EQUITY> 456,872
<SALES> 0
<TOTAL-REVENUES> 16,640
<CGS> 0
<TOTAL-COSTS> 8,245
<OTHER-EXPENSES> 0
<LOSS-PROVISION> 0
<INTEREST-EXPENSE> 4,851
<INCOME-PRETAX> 3,032
<INCOME-TAX> 0
<INCOME-CONTINUING> 3,032
<DISCONTINUED> 0
<EXTRAORDINARY> (358)
<CHANGES> 0
<NET-INCOME> 2,674
<EPS-PRIMARY> .36
<EPS-DILUTED> .36
</TABLE>
