SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 8-K/A1
CURRENT REPORT
PURSUANT TO SECTION 13 OR 15(d) OF THE
SECURITIES EXCHANGE ACT OF 1934
Date of Report (Date of earliest event reported) December 4, 2007
WASHINGTON REAL ESTATE INVESTMENT TRUST
(Exact name of registrant as specified in its charter)
| Maryland | 1-6622 | 53-0261100 | ||
| (State or other jurisdiction of incorporation) | (Commission File Number) | (IRS Employer Identification Number) |
6110 Executive Boulevard, Suite 800, Rockville, Maryland 20852
(Address of principal executive offices)(Zip Code)
Registrant’s telephone number, including area code (301) 984-9400
Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions:
| ¨ | Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425) |
| ¨ | Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12) |
| ¨ | Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b)) |
| ¨ | Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c)) |
| Item 2.01 | COMPLETION OF ACQUISITION OR DISPOSITION OF ASSETS |
The undersigned registrant, in order to provide the financial statements required to be included in the Current Report on Form 8-K, filed on December 10, 2007 in connection with the acquisition of certain assets and borrowing under lines of credit to pay for the acquisition of 2000 M Street hereby amends the following items, as set forth in the pages attached hereto.
| Item 9.01 | FINANCIAL STATEMENTS AND EXHIBITS |
| (a) | Financial Statements of Businesses Acquired |
| 1. | Woodholme Centre and Woodholme Medical Office Building - Audited Historical Summary of Gross Income and Direct Operating Expenses for the year ended December 31, 2006 and unaudited Historical Summary of Gross Income and Direct Operating Expenses for the three months ended March 31, 2007. |
| 2. | Ashburn Farm Park - Audited Historical Summary of Gross Income and Direct Operating Expenses for the year ended December 31, 2006 and unaudited Historical Summary of Gross Income and Direct Operating Expenses for the three months ended March 31, 2007. |
| 3. | CentreMed I & II - Audited Historical Summary of Gross Income and Direct Operating Expenses for the year ended December 31, 2006 and unaudited Historical Summary of Gross Income and Direct Operating Expenses for the six months ended June 30, 2007. |
| 4. | 2000 M Street - Audited Historical Summary of Gross Income and Direct Operating Expenses for the year ended December 31, 2006 and unaudited Historical Summary of Gross Income and Direct Operating Expenses for the nine months ended September 30, 2007. |
In acquiring the properties listed above, Washington Real Estate Investment Trust (“WRIT”) evaluated among other things, sources of revenue (including but not limited to, competition in the rental market, comparative rents and occupancy rates) and expenses (including but not limited to, utility rates, ad valorem tax rates, maintenance expenses and anticipated capital expenditures). The results of the interim periods are not necessarily indicative of the results to be obtained for the full fiscal year. However, after reasonable inquiry, management is not aware of any material factors affecting these properties that would cause the reported financial information not to be indicative of their future operating results.
| (b) | Pro Forma Financial Information |
The following pro forma financial statements for the property acquisitions listed above (as defined in Regulation S-X) are filed as an exhibit hereto:
| 1. | WRIT Unaudited Pro Forma Condensed Consolidated Balance Sheet as of September 30, 2007. |
| 2. | WRIT Unaudited Pro Forma Condensed Consolidated Statements of Operation for the year ended December 31, 2006 and the nine months ended September 30, 2007. |
| (c) | Exhibits |
23. Consent of Independent Public Accounting Firm
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 hereunto duly authorized.
| WASHINGTON REAL ESTATE INVESTMENT TRUST | ||
| (Registrant) | ||
| By: | /s/ Laura M. Franklin | |
| (Signature) | ||
Laura M. Franklin Executive Vice President Accounting, Administration and Corporate Secretary | ||
February 19, 2008
(Date)
HISTORICAL SUMMARY
2000 M STREET
DECEMBER 31, 2006 WITH
REPORT OF INDEPENDENT ACCOUNTANTS
ARGY, WILTSE & ROBINSON, P.C. CERTIFIED PUBLIC ACCOUNTANTS & BUSINESS CONSULTANTS |
REPORT OF INDEPENDENT ACCOUNTANTS
To the Board of Trustees of
Washington Real Estate Investment Trust:
We have audited the accompanying Historical Summary of Gross Income and Direct Operating Expenses of 2000 M Street (“Historical Summary”) for the year ended December 31, 2006. This Historical Summary is the responsibility of the Property’s management. Our responsibility is to express an opinion on the Historical Summary based on our audit.
We conducted our audit in accordance with auditing standards generally accepted in the United States of America. Those standards require that we plan and perform the audit to obtain reasonable assurance about whether the Historical Summary is free of material misstatement. An audit includes examining, on a test basis, evidence supporting the amounts and disclosures in the Historical Summary. An audit also includes assessing the accounting principles used and significant estimates made by management, as well as evaluating the overall presentation of the Historical Summary. We believe that our audit provides a reasonable basis for our opinion.
The accompanying Historical Summary was prepared for the purpose of complying with the rules and regulations of the Securities and Exchange Commission as described in Note 2, and is not intended to be a complete presentation of 2000 M Street’s revenues and expenses.
In our opinion, the Historical Summary referred to above presents fairly, in all material respects, the gross income and direct operating expenses described in Note 2 of 2000 M Street for the year ended December 31, 2006, in conformity with accounting principles generally accepted in the United States of America.
ARGY, WILTSE & ROBINSON, P.C.
McLean, Virginia
February 6, 2008
MEMBEROFTHE LEADING EDGE ALLIANCE
800 Fairway Drive Suite 340 Deerfield Beach, Florida 33441 Phone: 954-312-4600 Fax: 954-596-4720 www.awr.com
8405 Greensboro Drive 7th Floor Tysons Corner McLean, Virginia 22102 Phone: 703-893-0600 Fax: 703-893-2766
2000 M STREET
HISTORICAL SUMMARY OF GROSS INCOME AND DIRECT OPERATING EXPENSES
YEAR ENDED DECEMBER 31, 2006 AND THE NINE MONTHS
ENDED SEPTEMBER 30, 2007 (UNAUDITED)
| Year Ended December 31, 2006 | Nine Months Ended September 30, 2007 | |||||
| (Unaudited) | ||||||
Gross income | ||||||
Base rents | $ | 8,116,391 | $ | 6,177,082 | ||
Expense recoveries | 625,063 | 789,626 | ||||
Total gross income | 8,741,454 | 6,966,708 | ||||
Direct operating expenses | ||||||
Real estate taxes | 1,078,585 | 919,927 | ||||
Utilities | 740,637 | 702,770 | ||||
Contract services | 652,129 | 632,742 | ||||
Insurance | 112,991 | 77,398 | ||||
Repairs, maintenance and supplies | 236,886 | 103,213 | ||||
Other expenses | 87,479 | 71,371 | ||||
Total direct operating expenses | 2,908,707 | 2,507,421 | ||||
Gross income in excess of direct operating expenses | $ | 5,832,747 | $ | 4,459,287 | ||
The accompanying notes are an integral part of this historical summary.
2000 M STREET
NOTES TO THE HISTORICAL SUMMARY OF GROSS INCOME AND
DIRECT OPERATING EXPENSES
YEAR ENDED DECEMBER 31, 2006 AND THE NINE MONTHS
ENDED SEPTEMBER 30, 2007 (UNAUDITED)
NOTE 1 - NATURE OF BUSINESS
2000 M Street is an eight-story office building located in Washington, D.C., consisting of 227,000 square feet of office space and a three-level parking garage. The operations of 2000 M Street consist of leasing offices primarily to business related tenants.
NOTE 2 - BASIS OF PRESENTATION
Washington Real Estate Investment Trust acquired the leasehold interest for 2000 M Street in December 2007. The Historical Summary has been prepared for the purpose of complying with Regulation S-X, Rule 3-14 of the Securities and Exchange Commission (“SEC”), which requires certain information with respect to real estate operations acquired to be included with certain filings with the SEC. This Historical Summary includes the historical gross income and direct operating expenses of 2000 M Street, exclusive of the following expenses which may not be comparable to the proposed future operations:
| (a) | Interest expense on existing mortgages and borrowings |
| (b) | Depreciation of property and equipment |
| (c) | Land lease expense |
| (d) | Management and leasing fees |
| (e) | Certain corporate and administrative expenses |
| (f) | Provisions for income taxes |
NOTE 3 - USE OF ESTIMATES
The preparation of financial statements in conformity with accounting principles generally accepted in the United States of America requires management to make estimates and assumptions regarding revenues and expenses. Such estimates primarily relate to unsettled transactions and events as of the date of the financial statements. Accordingly, upon settlement, actual results could differ from estimated amounts.
NOTE 4 - DESCRIPTION OF LEASING ARRANGEMENTS
All leases are classified as operating leases and expire at various dates through 2019. The following is a schedule of future minimum rents receivable on noncancelable operating leases in effect as of December 31, 2006:
Year Ending December 31, | |||
2007 | $ | 8,189,000 | |
2008 | 7,365,000 | ||
2009 | 7,333,000 | ||
2010 | 7,162,000 | ||
2011 | 5,151,000 | ||
Thereafter | 10,676,000 | ||
| $ | 45,876,000 | ||
During the year ended December 31, 2006, one tenant accounted for approximately 13% of the total base rents.
NOTE 5 - INTERIM UNAUDITED FINANCIAL INFORMATION
The Historical Summary for the nine months ended September 30, 2007 is unaudited; however, in the opinion of management, all adjustments (consisting solely of normal, recurring adjustments) necessary for the fair presentation of the Historical Summary for the interim period have been included. The results of the interim period are not necessarily indicative of the results to be obtained for a full fiscal year.
HISTORICAL SUMMARY
CENTREMED I AND II
DECEMBER 31, 2006 WITH
REPORT OF INDEPENDENT ACCOUNTANTS
ARGY, WILTSE & ROBINSON, P.C. CERTIFIED PUBLIC ACCOUNTANTS & BUSINESS CONSULTANTS |
REPORT OF INDEPENDENT ACCOUNTANTS
To the Board of Trustees of
Washington Real Estate Investment Trust:
We have audited the accompanying Historical Summary of Gross Income and Direct Operating Expenses of CentreMed I and II (“Historical Summary”) for the year ended December 31, 2006. This Historical Summary is the responsibility of the Property’s management. Our responsibility is to express an opinion on the Historical Summary based on our audit.
We conducted our audit in accordance with auditing standards generally accepted in the United States of America. Those standards require that we plan and perform the audit to obtain reasonable assurance about whether the Historical Summary is free of material misstatement. An audit includes examining, on a test basis, evidence supporting the amounts and disclosures in the Historical Summary. An audit also includes assessing the accounting principles used and significant estimates made by management, as well as evaluating the overall presentation of the Historical Summary. We believe that our audit provides a reasonable basis for our opinion.
The accompanying Historical Summary was prepared for the purpose of complying with the rules and regulations of the Securities and Exchange Commission as described in Note 2, and is not intended to be a complete presentation of CentreMed I and II’s revenues and expenses.
In our opinion, the Historical Summary referred to above presents fairly, in all material respects, the gross income and direct operating expenses described in Note 2 of CentreMed I and II for the year ended December 31, 2006, in conformity with accounting principles generally accepted in the United States of America.
| ARGY, WILTSE & ROBINSON, P.C. |
McLean, Virginia
February 6, 2008
MEMBEROFTHE LEADING EDGE ALLIANCE
800 Fairway Drive Suite 340 Deerfield Beach, Florida 33441 Phone: 954-312-4600 Fax: 954-596-4720 www.awr.com
8405 Greensboro Drive 7th Floor Tysons Corner McLean, Virginia 22102 Phone: 703-893-0600 Fax: 703-893-2766
CENTREMED I AND II
HISTORICAL SUMMARY OF GROSS INCOME AND DIRECT OPERATING EXPENSES
YEAR ENDED DECEMBER 31, 2006 AND THE SIX MONTHS
ENDED JUNE 30, 2007 (UNAUDITED)
| Year Ended December 31, 2006 | Six Months Ended June 30, 2007 | |||||
| (Unaudited) | ||||||
Gross income | ||||||
Base rents | $ | 1,321,052 | $ | 660,383 | ||
Expense recoveries | 191,773 | 100,465 | ||||
Total gross income | 1,512,825 | 760,848 | ||||
Direct operating expenses | ||||||
Real estate taxes | 100,026 | 55,247 | ||||
Utilities | 42,222 | 24,738 | ||||
Contract services | 159,815 | 90,798 | ||||
Insurance | 3,408 | 1,752 | ||||
Repairs, maintenance and supplies | 24,399 | 12,874 | ||||
Other expenses | 43,473 | 22,288 | ||||
Total direct operating expenses | 373,343 | 207,697 | ||||
Gross income in excess of direct operating expenses | $ | 1,139,482 | $ | 553,151 | ||
The accompanying notes are integral part of this historical summary.
CENTREMED I AND II
NOTES TO THE HISTORICAL SUMMARY OF GROSS INCOME AND
DIRECT OPERATING EXPENSES
YEAR ENDED DECEMBER 31, 2006 AND THE SIX MONTHS
ENDED JUNE 30, 2007 (UNAUDITED)
NOTE 1 - NATURE OF BUSINESS
CentreMed I and II are medical office buildings located in Centreville, Virginia, consisting of 52,000 square feet of office space and 258 parking spaces. The operations of CentreMed I and II consist of leasing offices primarily to medical related tenants.
NOTE 2 - BASIS OF PRESENTATION
Washington Real Estate Investment Trust purchased CentreMed I and II in August 2007. The Historical Summary has been prepared for the purpose of complying with Regulation S-X, Rule 3-14 of the Securities and Exchange Commission (“SEC”), which requires certain information with respect to real estate operations acquired to be included with certain filings with the SEC. This Historical Summary includes the historical gross income and direct operating expenses of CentreMed I and II, exclusive of the following expenses which may not be comparable to the proposed future operations:
| (a) | Interest expense on existing mortgages and borrowings |
| (b) | Depreciation of property and equipment |
| (c) | Management and leasing fees |
| (d) | Certain corporate and administrative expenses |
| (e) | Provisions for income taxes |
NOTE 3 -USE OF ESTIMATES
The preparation of financial statements in conformity with accounting principles generally accepted in the United States of America requires management to make estimates and assumptions regarding revenues and expenses. Such estimates primarily relate to unsettled transactions and events as of the date of the financial statements. Accordingly, upon settlement, actual results could differ from estimated amounts.
NOTE 4 - DESCRIPTION OF LEASING ARRANGEMENTS
All leases are classified as operating leases and expire at various dates through 2016, The following is a schedule of future minimum rents receivable on noncancelable operating leases in effect as of December 31, 2006:
Year Ending December 31, | |||
2007 | $ | 1,360,000 | |
2008 | 1,263,000 | ||
2009 | 1,008,000 | ||
2010 | 975,000 | ||
2011 | 935,000 | ||
Thereafter | 1,757,000 | ||
| $ | 7,298,000 | ||
During the year ended December 31, 2006, two tenants accounted for approximately 43% of the total base rents.
NOTE 5 - INTERIM UNAUDITED FINANCIAL INFORMATION
The Historical Summary for the six months ended June 30, 2007 is unaudited; however, in the opinion of management, all adjustments (consisting solely of normal, recurring adjustments) necessary for the fair presentation of the Historical Summary for the interim period have been included. The results of the interim period are not necessarily indicative of the results to be obtained for a full fiscal year.
HISTORICAL SUMMARY
ASHBURN FARM PARK
DECEMBER 31, 2006 WITH
REPORT OF INDEPENDENT ACCOUNTANTS
ARGY, WILTSE & ROBINSON, P.C. CERTIFIED PUBLIC ACCOUNTANTS & BUSINESS CONSULTANTS |
REPORT OF INDEPENDENT ACCOUNTANTS
To the Board of Trustees of
Washington Real Estate Investment Trust:
We have audited the accompanying Historical Summary of Gross Income and Direct Operating Expenses of Ashburn Farm Park (“Historical Summary”) for the year ended December 31, 2006. This Historical Summary is the responsibility of the Property’s management. Our responsibility is to express an opinion on the Historical Summary based on our audit.
We conducted our audit in accordance with auditing standards generally accepted in the United States of America. Those standards require that we plan and perform the audit to obtain reasonable assurance about whether the Historical Summary is free of material misstatement. An audit includes examining, on a test basis, evidence supporting the amounts and disclosures in the Historical Summary. An audit also includes assessing the accounting principles used and significant estimates made by management, as well as evaluating the overall presentation of the Historical Summary. We believe that our audit provides a reasonable basis for our opinion.
The accompanying Historical Summary was prepared for the purpose of complying with the rules and regulations of the Securities and Exchange Commission as described in Note 2, and is not intended to be a complete presentation of Ashburn Farm Park’s revenues and expenses.
In our opinion, the Historical Summary referred to above presents fairly, in all material respects, the gross income and direct operating expenses described in Note 2 of Ashburn Farm Park for the year ended December 31, 2006, in conformity with accounting principles generally accepted in the United States of America.
ARGY, WILTSE & ROBINSON, P.C.
McLean, Virginia
February 6, 2008
MEMBEROFTHE LEADING EDGE ALLIANCE
800 Fairway Drive Suite 340 Deerfield Beach, Florida 33441 Phone: 954-312-4600 Fax: 954-596-4720 www.awr.com
8405 Greensboro Drive 7th Floor Tysons Corner McLean, Virginia 22102 Phone: 703-893-0600 Fax: 703-893-2766
ASHBURN FARM PARK
HISTORICAL SUMMARY OF GROSS INCOME AND DIRECT OPERATING EXPENSES
YEAR ENDED DECEMBER 31, 2006 AND THE THREE MONTHS
ENDED MARCH 31, 2007 (UNAUDITED)
| Year Ended December 31, 2006 | Three Months Ended March 31, 2007 | |||||
| (Unaudited) | ||||||
Gross income | ||||||
Base rents | $ | 2,125,225 | $ | 545,694 | ||
Expense recoveries | 257,284 | 89,172 | ||||
Total gross income | 2,382,509 | 634,866 | ||||
Direct operating expenses | ||||||
Real estate taxes | 148,834 | 47,148 | ||||
Utilities | 176,434 | 44,379 | ||||
Contract services | 214,335 | 41,830 | ||||
Insurance | 22,358 | 4,882 | ||||
Repairs, maintenance and supplies | 72,851 | 9,358 | ||||
Other expenses | 9,528 | 35,170 | ||||
Total direct operating expenses | 644,340 | 182,767 | ||||
Gross income in excess of direct operating expenses | $ | 1,738,169 | $ | 452,099 | ||
The accompanying notes are an integral part of this historical summary.
ASHBURN FARM PARK
NOTES TO THE HISTORICAL SUMMARY OF GROSS INCOME AND
DIRECT OPERATING EXPENSES
YEAR ENDED DECEMBER 31, 2006 AND THE THREE MONTHS
ENDED MARCH 31, 2007 (UNAUDITED)
NOTE 1 - NATURE OF BUSINESS
Ashburn Farm Park consists of three multi-story medical office buildings located in Ashburn, Virginia, containing a total of 75,400 square feet of office space and 250 parking spaces. The operations of Ashburn Farm Park consist of leasing offices primarily to medical related tenants.
NOTE 2 - BASIS OF PRESENTATION
Washington Real Estate Investment Trust purchased Ashburn Farm Park in June 2007. The Historical Summary has been prepared for the purpose of complying with Regulation S-X, Rule 3-14 of the Securities and Exchange Commission (“SEC”), which requires certain information with respect to real estate operations acquired to be included with certain filings with the SEC. This Historical Summary includes the historical gross income and direct operating expenses of Ashburn Farm Park, exclusive of the following expenses which may not be comparable to the proposed future operations:
| (a) | Interest expense on existing mortgages and borrowings |
| (b) | Depreciation of property and equipment |
| (c) | Management and leasing fees |
| (d) | Certain corporate and administrative expenses |
| (e) | Provisions for income taxes |
NOTE 3 - USE OF ESTIMATES
The preparation of financial statements in conformity with accounting principles generally accepted in the United States of America requires management to make estimates and assumptions regarding revenues and expenses. Such estimates primarily relate to unsettled transactions and events as of the date of the financial statements. Accordingly, upon settlement, actual results could differ from estimated amounts.
NOTE 4 - DESCRIPTION OF LEASING ARRANGEMENTS
All leases are classified as operating leases and expire at various dates through 2017. The following is a schedule of future minimum rents receivable on noncancelable operating leases in effect as of December 31, 2006:
Year Ending December 31, | |||
2007 | $ | 2,068,000 | |
2008 | 2,111,000 | ||
2009 | 1,915,000 | ||
2010 | 1,586,000 | ||
2011 | 1,443,000 | ||
Thereafter | 3,297,000 | ||
| $ | 12,420,000 | ||
NOTE 5 - INTERIM UNAUDITED FINANCIAL INFORMATION
The Historical Summary for the three months ended March 31, 2007 is unaudited; however, in the opinion of management, all adjustments (consisting solely of normal, recurring adjustments) necessary for the fair presentation of the Historical Summary for the interim period have been included. The results of the interim period are not necessarily indicative of the results to be obtained for a full fiscal year.
HISTORICAL SUMMARY
WOODHOLME CENTRE AND
WOODHOLME MEDICAL OFFICE
BUILDING
DECEMBER 31, 2006 WITH
REPORT OF INDEPENDENT ACCOUNTANTS
ARGY, WILTSE & ROBINSON, P.C. CERTIFIED PUBLIC ACCOUNTANTS & BUSINESS CONSULTANTS |
REPORT OF INDEPENDENT ACCOUNTANTS
To the Board of Trustees of
Washington Real Estate Investment Trust:
We have audited the accompanying Historical Summary of Gross Income and Direct Operating Expenses of Woodholme Centre and Woodholme Medical Office Building (“Historical Summary”) for the year ended December 31, 2006. This Historical Summary is the responsibility of the Property’s management. Our responsibility is to express an opinion on the Historical Summary based on our audit.
We conducted our audit in accordance with auditing standards generally accepted in the United States of America. Those standards require that we plan and perform the audit to obtain reasonable assurance about whether the Historical Summary is free of material misstatement. An audit includes examining, on a test basis, evidence supporting the amounts and disclosures in the Historical Summary. An audit also includes assessing the accounting principles used and significant estimates made by management, as well as evaluating the overall presentation of the Historical Summary. We believe that our audit provides a reasonable basis for our opinion.
The accompanying Historical Summary was prepared for the purpose of complying with the rules and regulations of the Securities and Exchange Commission as described in Note 2, and is not intended to be a complete presentation of Woodholme Centre and Woodholme Medical Office Building’s revenues and expenses.
In our opinion, the Historical Summary referred to above presents fairly, in all material respects, the gross income and direct operating expenses described in Note 2 of Woodholme Centre and Woodholme Medical Office Building for the year ended December 31, 2006, in conformity with accounting principles generally accepted in the United States of America.
| ARGY, WILTSE & ROBINSON, P.C. |
| McLean, Virginia |
February 6, 2008
MEMBEROFTHE LEADING EDGE ALLIANCE
800 Fairway Drive Suite 340 Deerfield Beach, Florida 33441 Phone: 954-312-4600 Fax: 954-596-4720 www.awr.com
8405 Greensboro Drive 7th Floor Tysons Corner McLean, Virginia 22102 Phone: 703-893-0600 Fax: 703-893-2766
WOODHOLME CENTRE AND WOODHOLME MEDICAL OFFICE BUILDING
HISTORICAL SUMMARY OF GROSS INCOME AND DIRECT OPERATING EXPENSES
YEAR ENDED DECEMBER 31, 2006 AND THE THREE MONTHS
ENDED MARCH 31, 2007 (UNAUDITED)
| Year Ended December 31, 2006 | Three Months Ended March 31, 2007 | |||||
| (Unaudited) | ||||||
Gross income | ||||||
Base rents | $ | 5,078,937 | $ | 1,295,168 | ||
Expense recoveries | 479,056 | 114,159 | ||||
Total gross income | 5,557,993 | 1,409,327 | ||||
Direct operating expenses | ||||||
Real estate taxes | 249,795 | 62,724 | ||||
Utilities | 873,961 | 193,211 | ||||
Contract services | 483,735 | 156,687 | ||||
Insurance | 41,952 | 11,244 | ||||
Repairs, maintenance and supplies | 201,932 | 42,340 | ||||
Other expenses | 74,054 | 24,551 | ||||
Total direct operating expenses | 1,925,429 | 490,757 | ||||
Gross income in excess of direct operating expenses | $ | 3,632,564 | $ | 918,570 | ||
The accompanying notes are an integral part of this historical summary.
WOODHOLME CENTRE AND WOODHOLME MEDICAL OFFICE BUILDING
NOTES TO THE HISTORICAL SUMMARY OF GROSS INCOME AND
DIRECT OPERATING EXPENSES
YEAR ENDED DECEMBER 31, 2006 AND THE THREE MONTHS
ENDED MARCH 31, 2007 (UNAUDITED)
NOTE 1 – NATURE OF BUSINESS
Woodholme Centre and Woodholme Medical Office Building located in Baltimore County, Maryland, contains a total of 198,000 square feet of space. The operations of Woodholme Centre and Woodholme Medical Office Building consist of leasing offices to a variety of tenants.
NOTE 2 – BASIS OF PRESENTATION
Washington Real Estate Investment Trust purchased Woodholme Centre and Woodholme Medical Office Building in June 2007. The Historical Summary has been prepared for the purpose of complying with Regulation S-X, Rule 3-14 of the Securities and Exchange Commission (“SEC”), which requires certain information with respect to real estate operations acquired to be included with certain filings with the SEC. This Historical Summary includes the historical gross income and direct operating expenses of Woodholme Centre and Woodholme Medical Office Building, exclusive of the following expenses which may not be comparable to the proposed future operations:
| (a) | Interest expense on existing mortgages and borrowings |
| (b) | Depreciation of property and equipment |
| (c) | Management and leasing fees |
| (d) | Certain corporate and administrative expenses |
| (e) | Provisions for income taxes |
NOTE 3 – USE OF ESTIMATES
The preparation of financial statements in conformity with accounting principles generally accepted in the United States of America requires management to make estimates and assumptions regarding revenues and expenses. Such estimates primarily relate to unsettled transactions and events as of the date of the financial statements. Accordingly, upon settlement, actual results could differ from estimated amounts.
NOTE 4 – DESCRIPTION OF LEASING ARRANGEMENTS
All leases are classified as operating leases and expire at various dates through 2017. The following is a schedule of future minimum rents receivable on noncancelable operating leases in effect as of December 31, 2006:
Year Ending December 31, | |||
2007 | $ | 4,971,000 | |
2008 | 4,298,000 | ||
2009 | 3,664,000 | ||
2010 | 3,495,000 | ||
2011 | 2,996,000 | ||
Thereafter | 10,281,000 | ||
| $ | 29,705,000 | ||
During the year ended December 31, 2006, one tenant accounted for approximately 14% of the total base rents.
NOTE 5 – INTERIM UNAUDITED FINANCIAL INFORMATION
The Historical Summary for the three months ended March 31, 2007 is unaudited; however, in the opinion of management, all adjustments (consisting solely of normal, recurring adjustments) necessary for the fair presentation of the Historical Summary for the interim period have been included. The results of the interim period are not necessarily indicative of the results to be obtained for a full fiscal year.
WASHINGTON REAL ESTATE INVESTMENT TRUST
UNAUDITED PRO FORMA CONDENSED CONSOLIDATED BALANCE SHEET AND
CONDENSED CONSOLIDATED STATEMENTS OF OPERATIONS
The pro forma balance sheet as of September 30, 2007 presents consolidated financial information as if the acquisitions had taken place on September 30, 2007. The pro forma statements of operations for the year ended December 31, 2006, and the nine months ended September 30, 2007, present the pro forma results of operations as if the acquisitions had taken place as of the beginning of the respective reporting periods. Both the balance sheet and statements of operations illustrate the operating results of Woodholme Centre and Woodholme Medical Office Building, Ashburn Farm Park, CentreMed I & II, and 2000 M Street as well as the operating results of a substantial majority of the properties previously acquired during 2007 (the “Prior Properties”) necessary to develop the pro forma results for the registrant. Explanations or details of the pro forma adjustments are in the notes to each of the financial statements.
WRIT purchased these properties as follows during 2007:
Acquisition Date | Property Name | |
February 8, 2007 | 270 Technology Park | |
March 1, 2007 | Monument II | |
March 9, 2007 | 2440 M Street | |
June 1, 2007 | Woodholme Centre and Woodholme Medical Office Building | |
June 1, 2007 | Ashburn Farm Park | |
August 16, 2007 | CentreMed I & II | |
December 4, 2007 | 2000 M Street |
The unaudited consolidated pro forma financial information is not necessarily indicative of what WRIT’s actual results of operations or financial position would have been had these transactions been consummated on the dates indicated, nor does it purport to represent WRIT’s results of operations or financial position for any future period. The results of operations for the periods ended December 31, 2006 and September 30, 2007 are not necessarily indicative of the operating results for these periods.
The unaudited consolidated pro forma financial information should be read in conjunction with WRIT’s Form 8-K filed with the Securities and Exchange Commission (“SEC”) on December 10, 2007, announcing the acquisitions; the consolidated financial statements and notes thereto included in WRIT’s Annual Report on Form 10-K for the year ended December 31, 2006; and the Historical Summary of Gross Income and Direct Operating Expenses and Notes included elsewhere in this Form 8-K/A1. In management’s opinion, all adjustments necessary to reflect these acquisitions and related transactions have been made.
WASHINGTON REAL ESTATE INVESTMENT TRUST
UNAUDITED PRO FORMA CONDENSED CONSOLIDATED BALANCE SHEET
September 30, 2007
(In thousands, except per share amounts)
| REGISTRANT | 2000 M Street | PRO FORMA | ||||||||||
Assets | ||||||||||||
Land | $ | 338,203 | $ | — | $ | 338,203 | ||||||
Income Producing Property | 1,522,790 | 74,128 | (1) | 1,596,918 | ||||||||
| 1,860,993 | 74,128 | 1,935,121 | ||||||||||
Accumulated Depreciation and amortization | (321,840 | ) | (321,840 | ) | ||||||||
Net income producing property | 1,539,153 | 74,128 | 1,613,281 | |||||||||
Development in Progress | 138,093 | 138,093 | ||||||||||
Total Investment in Real Estate, net | 1,677,246 | 74,128 | 1,751,374 | |||||||||
Cash and cash equivalents | 9,919 | — | 9,919 | |||||||||
Restricted Cash | 46,002 | (40,110 | )(2) | 5,892 | ||||||||
Rents and other receivables, net of allowance for doubtful accounts | 35,677 | 35,677 | ||||||||||
Prepaid expenses and other assets | 76,957 | 100 | (2) | 77,057 | ||||||||
| 6,314 | (1) | 6,314 | ||||||||||
| (5,348 | )(2) | (5,348 | ) | |||||||||
Total assets | $ | 1,845,801 | $ | 35,084 | $ | 1,880,885 | ||||||
Liabilities | ||||||||||||
Notes payable | $ | 879,094 | $ | — | $ | 879,094 | ||||||
Mortgage notes payable | 253,500 | 253,500 | ||||||||||
Line of credit | 128,500 | 28,500 | (2) | 157,000 | ||||||||
Accounts payable and other liabilities | 65,335 | 5,717 | (1) | 71,052 | ||||||||
| 274 | (2) | 274 | ||||||||||
Advance Rents | 6,561 | 71 | (2) | 6,632 | ||||||||
Tenant security deposits | 10,075 | 522 | (2) | 10,597 | ||||||||
Total liabilities | 1,343,065 | 35,084 | 1,378,149 | |||||||||
Minority interest | 5,593 | 5,593 | ||||||||||
Shareholders’ Equity | ||||||||||||
Shares of beneficial interest, $0.01 par value | 467 | 467 | ||||||||||
Additional paid in capital | 560,695 | 560,695 | ||||||||||
Distributions in excess of net income | (64,019 | ) | (64,019 | ) | ||||||||
Total Shareholders’ Equity | 497,143 | — | 497,143 | |||||||||
Total Liabilities & Shareholders’ Equity | $ | 1,845,801 | $ | 35,084 | $ | 1,880,885 | ||||||
WASHINGTON REAL ESTATE INVESTMENT TRUST
UNAUDITED PRO FORMA CONDENSED CONSOLIDATED BALANCE SHEET
September 30, 2007
(In thousands)
NOTES TO PRO FORMA BALANCE SHEET
Note 1:WRIT accounted for the acquisition using the purchase method of accounting. WRIT allocated the purchase price to the related physical assets (land, building and tenant improvements) and in-place leases (tenant origination costs, leasing commissions, absorption costs, and net lease intangible assets/liabilities) based on their fair values, in accordance with SFAS No. 141, “Business Combinations.”
| 2000 M Street | ||||
Contract purchase price | $ | 73,500 | ||
Acquisition costs | 1,225 | |||
Total purchase price | $ | 74,725 | ||
Amounts allocated to investment in real estate: | ||||
Amount allocated to building | $ | 70,647 | ||
Amount allocated to land | — | |||
Amount allocated to tenant origination costs | 3,481 | |||
| $ | 74,128 | |||
Amounts allocated to investment in real estate: | ||||
Amount allocated to leasing commissions | 1,463 | |||
Amount allocated to absorption costs | 4,846 | |||
Amount allocated to net lease intangible | 5 | |||
Amount allocated to net lease intangible liability | (5,717 | ) | ||
| $ | 597 | |||
Total | $ | 74,725 | ||
WASHINGTON REAL ESTATE INVESTMENT TRUST
UNAUDITED PRO FORMA CONDENSED CONSOLIDATED BALANCE SHEET
September 30, 2007
(In thousands)
NOTES TO PRO FORMA BALANCE SHEET
Note 2: Adjustments to Pro Forma Condensed Consolidated Balance Sheet represent draws on the line of credit, cash paid and security deposits collected at closing, and the assumption of certain assets and liabilities, including real estate and personal property taxes, tenant rents and security deposits.
| 2000 M Street | ||||
Funding of purchase price: | ||||
Lines of credit | $ | (28,500 | ) | |
Restricted cash | (40,110 | ) | ||
Cash deposits held in escrow | (5,348 | ) | ||
Prepaid expenses and other assets | 100 | |||
| (73,858 | ) | |||
Other assets and liabilities assumed: | ||||
Accounts payable and other liabilites | (274 | ) | ||
Advance rents | (71 | ) | ||
Tenant security deposits | (522 | ) | ||
| $ | (74,725 | ) | ||
WASHINGTON REAL ESTATE INVESTMENT TRUST
UNAUDITED PRO FORMA CONDENSED CONSOLIDATED STATEMENT OF OPERATIONS
FOR THE NINE MONTHS ENDED SEPTEMBER 30, 2007
(In thousands, except per share amounts)
| Registrant | 270 Technology Park (8) | Monument II (8) | 2440 M Street (8) | Woodholme (8) | Ashburn Farm (8) | CentreMed (8) | 2000 M Street | Total All Properties | Pro Forma | ||||||||||||||||||||||||||||||||||
Revenue | |||||||||||||||||||||||||||||||||||||||||||
Real estate rental revenue | $ | 191,028 | $ | 240 | $ | 1,078 | $ | 679 | $ | 2,365 | $ | 1,065 | $ | 955 | $ | 6,967 | $ | 13,349 | $ | 204,377 | |||||||||||||||||||||||
| 14 | 69 | 79 | (2 | ) | 54 | (8 | ) | 950 | 1,156 | (1 | ),(7) | 1,156 | |||||||||||||||||||||||||||||||
| 8 | 37 | 52 | (66 | ) | — | 46 | 559 | 636 | (2 | ),(7) | 636 | ||||||||||||||||||||||||||||||||
| 191,028 | 262 | 1,184 | 810 | 2,297 | 1,119 | 993 | 8,476 | 15,141 | 206,169 | ||||||||||||||||||||||||||||||||||
Expenses | |||||||||||||||||||||||||||||||||||||||||||
Real estate expenses | 59,319 | 38 | 223 | 290 | 823 | 306 | 261 | 2,507 | 4,448 | 63,767 | |||||||||||||||||||||||||||||||||
| 6 | 31 | 19 | 62 | 26 | 25 | 193 | 362 | (3 | ),(7) | 362 | |||||||||||||||||||||||||||||||||
| 715 | 715 | (6 | ),(7) | 715 | |||||||||||||||||||||||||||||||||||||||
Depreciation and amortization | 51,543 | 179 | 603 | 392 | 1,000 | 438 | 466 | 2,844 | 5,922 | (4 | ),(7) | 57,465 | |||||||||||||||||||||||||||||||
General and administrative | 11,424 | — | 11,424 | ||||||||||||||||||||||||||||||||||||||||
| 122,286 | 223 | 857 | 701 | 1,885 | 770 | 752 | 6,259 | 11,447 | 133,733 | ||||||||||||||||||||||||||||||||||
Other income (expense) | |||||||||||||||||||||||||||||||||||||||||||
Interest expense | (45,498 | ) | (107 | ) | (743 | ) | (522 | ) | (644 | ) | (412 | ) | (532 | ) | (1,222 | ) | (4,182 | ) | (5 | ),(7) | (49,680 | ) | |||||||||||||||||||||
Other income | 1,395 | — | 1,395 | ||||||||||||||||||||||||||||||||||||||||
Other income from life insurance proceeds | 1,303 | — | 1,303 | ||||||||||||||||||||||||||||||||||||||||
| (42,800 | ) | (107 | ) | (743 | ) | (522 | ) | (644 | ) | (412 | ) | (532 | ) | (1,222 | ) | (4,182 | ) | (46,982 | ) | ||||||||||||||||||||||||
Income from continuing operations | 25,942 | (68 | ) | (416 | ) | (413 | ) | (232 | ) | (63 | ) | (291 | ) | 995 | (488 | ) | 25,454 | ||||||||||||||||||||||||||
Discontinued operations | |||||||||||||||||||||||||||||||||||||||||||
Gain on sale of real estate | 25,022 | 25,022 | |||||||||||||||||||||||||||||||||||||||||
Income from operations of properties held for sale | 2,475 | 2,475 | |||||||||||||||||||||||||||||||||||||||||
Net Income | $ | 53,439 | $ | (68 | ) | $ | (416 | ) | $ | (413 | ) | $ | (232 | ) | $ | (63 | ) | $ | (291 | ) | $ | 995 | $ | (488 | ) | $ | 52,951 | ||||||||||||||||
Basic net income per share | |||||||||||||||||||||||||||||||||||||||||||
Continuing operations | $ | 0.57 | $ | 0.56 | |||||||||||||||||||||||||||||||||||||||
Discontinued operations | 0.60 | 0.60 | |||||||||||||||||||||||||||||||||||||||||
Basic net income per share | $ | 1.17 | $ | 1.16 | |||||||||||||||||||||||||||||||||||||||
Diluted net income per share | |||||||||||||||||||||||||||||||||||||||||||
Continuing operations | $ | 0.57 | $ | 0.55 | |||||||||||||||||||||||||||||||||||||||
Discontinued operations | 0.59 | 0.60 | |||||||||||||||||||||||||||||||||||||||||
Diluted net income per share | $ | 1.16 | $ | 1.15 | |||||||||||||||||||||||||||||||||||||||
Weighted average shares outstanding - basic | 45,678 | 45,678 | |||||||||||||||||||||||||||||||||||||||||
Weighted average shares outstanding - diluted | 45,877 | 45,877 | |||||||||||||||||||||||||||||||||||||||||
28
WASHINGTON REAL ESTATE INVESTMENT TRUST
UNAUDITED PRO FORMA CONDENSED CONSOLIDATED STATEMENT OF OPERATIONS
FOR THE NINE MONTHS ENDED SEPTEMBER 30, 2007
(In thousands, except per share amounts)
NOTES TO PRO FORMA STATEMENT OF OPERATIONS
| (1) | Represents amortization of the net intangible lease asset or liability based on the remaining life of the acquired leases. |
| (2) | Represents straight-line rent adjustment. |
| (3) | Represents property management costs incurred by the properties |
| (4) | Represents depreciation over 30 years, based upon the portion of the purchase price allocated to building and improvements, plus amortization of tenant origination costs, FAS 141 leasing commissions and FAS 141 absorption over the remaining life of the acquired leases. |
| (5) | Represents interest expense on the lines of credit used to fund the acquisition. |
| (6) | Represents ground rent adjustment. |
| (7) | The table below illustrates the pro forma adjustments for each property |
| 270 Technology Park | Monument II | 2440 M Street | Woodholme | Ashburn Farm | CentreMed | 2000 M Street | Total All Properties | |||||||||||||||||||||||||
(1) Amortization of lease intangibles, net | $ | 14 | $ | 69 | $ | 79 | $ | (2 | ) | $ | 54 | $ | (8 | ) | $ | 950 | $ | 1,156 | ||||||||||||||
(2) Straight line rent adjustment | $ | 8 | $ | 37 | $ | 52 | $ | (66 | ) | $ | — | $ | 46 | $ | 559 | $ | 636 | |||||||||||||||
(3) Property management costs | $ | 6 | $ | 31 | $ | 19 | $ | 62 | $ | 26 | $ | 25 | $ | 193 | $ | 362 | ||||||||||||||||
(4) Depreciation and amortization | $ | 179 | $ | 603 | $ | 392 | $ | 1,000 | $ | 438 | $ | 466 | $ | 2,844 | $ | 5,922 | ||||||||||||||||
(5) Interest expense | $ | (107 | ) | $ | (743 | ) | $ | (522 | ) | $ | (644 | ) | $ | (412 | ) | $ | (532 | ) | $ | (1,222 | ) | $ | (4,182 | ) | ||||||||
(6) Ground rent | $ | — | $ | — | $ | — | $ | — | $ | — | $ | — | $ | 715 | $ | 715 | ||||||||||||||||
| (8) | Represents adjustments for 1/1/07 through the date of acquisition. |
WASHINGTON REAL ESTATE INVESTMENT TRUST
UNAUDITED PRO FORMA CONDENSED CONSOLIDATED STATEMENT OF OPERATIONS
FOR THE YEAR ENDED DECEMBER 31, 2006
(In thousands, except per share amounts)
| Registrant | 270 Technology Park | Monument II | 2440 M Street | Woodholme | Ashburn Farm | CentreMed | 2000 M Street | Total All Properties | Pro Forma | ||||||||||||||||||||||||||||||||||
Revenue | |||||||||||||||||||||||||||||||||||||||||||
Real estate rental revenue | $ | 219,662 | $ | 2,306 | $ | 6,670 | $ | 3,701 | $ | 5,558 | $ | 2,383 | $ | 1,513 | $ | 8,741 | $ | 30,872 | $ | 250,534 | |||||||||||||||||||||||
| 139 | 428 | 431 | (4 | ) | 130 | (13 | ) | 1,266 | 2,377 | (1 | ),(7) | 2,377 | |||||||||||||||||||||||||||||||
| 77 | 226 | 286 | (96 | ) | (64 | ) | 46 | 216 | 691 | (2 | ),(7) | 691 | |||||||||||||||||||||||||||||||
| 219,662 | 2,522 | 7,324 | 4,418 | 5,458 | 2,449 | 1,546 | 10,223 | 33,940 | 253,602 | ||||||||||||||||||||||||||||||||||
Expenses | |||||||||||||||||||||||||||||||||||||||||||
Real estate expenses | 67,269 | 364 | 1,378 | 1,578 | 1,925 | 644 | 373 | 2,909 | 9,171 | 76,440 | |||||||||||||||||||||||||||||||||
| 58 | 191 | 105 | 147 | 59 | 39 | 238 | 837 | (3 | ),(7) | 837 | |||||||||||||||||||||||||||||||||
| 953 | 953 | (6 | ),(7) | 953 | |||||||||||||||||||||||||||||||||||||||
Depreciation and amortization | 54,170 | 1,721 | 3,731 | 2,133 | 2,383 | 1,043 | 742 | 4,577 | 16,330 | (4 | ),(7) | 70,500 | |||||||||||||||||||||||||||||||
General and administrative | 12,622 | — | 12,622 | ||||||||||||||||||||||||||||||||||||||||
| 134,061 | 2,143 | 5,300 | 3,816 | 4,455 | 1,746 | 1,154 | 8,677 | 27,291 | 161,352 | ||||||||||||||||||||||||||||||||||
Other income (expense) | |||||||||||||||||||||||||||||||||||||||||||
Interest expense | (47,846 | ) | (1,027 | ) | (3,624 | ) | (2,915 | ) | (1,495 | ) | (956 | ) | (821 | ) | (1,559 | ) | (12,397 | ) | (5 | ),(7) | (60,243 | ) | |||||||||||||||||||||
Other income from property settlement | — | ||||||||||||||||||||||||||||||||||||||||||
Other income | 906 | — | 906 | ||||||||||||||||||||||||||||||||||||||||
| (46,940 | ) | (1,027 | ) | (3,624 | ) | (2,915 | ) | (1,495 | ) | (956 | ) | (821 | ) | (1,559 | ) | (12,397 | ) | (59,337 | ) | ||||||||||||||||||||||||
Income from continuing operations | 38,661 | (648 | ) | (1,600 | ) | (2,313 | ) | (492 | ) | (253 | ) | (429 | ) | (13 | ) | (5,748 | ) | 32,913 | |||||||||||||||||||||||||
Net Income | $ | 38,661 | $ | (648 | ) | $ | (1,600 | ) | $ | (2,313 | ) | $ | (492 | ) | $ | (253 | ) | $ | (429 | ) | $ | (13 | ) | $ | (5,748 | ) | $ | 32,913 | |||||||||||||||
Basic net income per share | $ | 0.89 | $ | 0.75 | |||||||||||||||||||||||||||||||||||||||
Diluted net income per share | $ | 0.88 | $ | 0.75 | |||||||||||||||||||||||||||||||||||||||
Weighted average shares outstanding - basic | 43,679 | 43,679 | |||||||||||||||||||||||||||||||||||||||||
Weighted average shares outstanding - diluted | 43,874 | 43,874 | |||||||||||||||||||||||||||||||||||||||||
WASHINGTON REAL ESTATE INVESTMENT TRUST
UNAUDITED PRO FORMA CONDENSED CONSOLIDATED STATEMENT OF OPERATIONS
FOR THE YEAR ENDED DECEMBER 31, 2006
(In thousands, except per share amounts)
NOTES TO PRO FORMA STATEMENT OF OPERATIONS
| (1) | Represents amortization of the net intangible lease asset or liability based on the remaining life of the acquired leases. |
| (2) | Represents straight-line rent adjustment. |
| (3) | Represents property management costs incurred by the properties |
| (4) | Represents depreciation over 30 years, based upon the portion of the purchase price allocated to building and improvements, plus amortization of tenant origination costs, FAS 141 leasing commissions and FAS 141 absorption over the remaining life of the acquired leases. |
| (5) | Represents interest expense on the lines of credit used to fund the acquisition. |
| (6) | Represents ground rent adjustment. |
| (7) | The table below illustrates the pro forma adjustments for each property |
| 270 Technology Park | Monument II | 2440 M Street | Woodholme | Ashburn Farm | CentreMed | 2000 M Street | Total All Properties | |||||||||||||||||||||||||
(1) Amortization of lease intangibles, net | $ | 139 | $ | 428 | $ | 431 | $ | (4 | ) | $ | 130 | $ | (13 | ) | $ | 1,266 | $ | 2,377 | ||||||||||||||
(2) Straight line rent adjustment | $ | 77 | $ | 226 | $ | 286 | $ | (96 | ) | $ | (64 | ) | $ | 46 | $ | 216 | $ | 691 | ||||||||||||||
(3) Property management costs | $ | 58 | $ | 191 | $ | 105 | $ | 147 | $ | 59 | $ | 39 | $ | 238 | $ | 837 | ||||||||||||||||
(4) Depreciation and amortization | $ | 1,721 | $ | 3,731 | $ | 2,133 | $ | 2,383 | $ | 1,043 | $ | 742 | $ | 4,577 | $ | 16,330 | ||||||||||||||||
(5) Interest expense | $ | (1,027 | ) | $ | (3,624 | ) | $ | (2,915 | ) | $ | (1,495 | ) | $ | (956 | ) | $ | (821 | ) | $ | (1,559 | ) | $ | (12,397 | ) | ||||||||
(6) Ground rent | $ | — | $ | — | $ | — | $ | — | $ | — | $ | — | $ | 953 | $ | 953 | ||||||||||||||||