SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 8-K
CURRENT REPORT
Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934
Date of Report: September 22,1995
Federal Realty Investment Trust
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(Exact name of registrant as specified in its charter)
District of Columbia 1-7533 52-0782497
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(State or other jurisdiction (Commission (IRS Employer
of incorporation) File Number) Identification No.)
4800 Hampden Lane, Suite 500, Bethesda, Maryland 20814
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(Address of principal executive offices) (Zip Code)
Registrant's telephone number including area code: 301/652-3360
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Exhibit Index appears on page 5
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Item 5. OTHER EVENTS
As reported on Form 8-K filed with the Commission on September 22, 1995,
Federal Realty Investment Trust ("the Trust") acquired the 284,000 square foot
Bristol Shopping Center in Bristol, Connecticut on September 22, 1995 for $19.6
million, consisting of a $19.0 million purchase price plus broker, transfer
taxes and other acquisition costs. The acquisition was funded primarily by the
assumption of an $11.3 million mortgage and the issuance of 337,527 shares of
beneficial interest of the Trust, valued at $7.3 million. Financial statements
for the acquisition of Bristol Shopping Center are included in this Form 8-K.
On November 30, 1995 the Trust purchased the 47,000 square foot Park &
Shop Center in Washington, D.C. for a cash purchase price of $11.0 million. On
December 1, 1995 the Trust purchased a commercial building in Evanston,
Illinois for a cash purchase price of $2.6 million. Neither of these
properties is individually significant. In addition, the cost of these two
properties aggregated with the other acquisitions of the Trust during 1995 for
which financial statements have not been filed, as reported in Form 8-K filed
with the Commission on September 22, 1995, is under 10% of the total assets of
the Trust as of December 31, 1994 and the income from continuing operations
before income taxes, extraordinary items and cumulative effect of a change in
accounting principle, on these properties, in the aggregate, for 1995 is
expected to be under 10% of the Trust's income from continuing operations.
Therefore, audited financial statements for these acquisitions are not included
with this Form 8-K.
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ITEM 7. FINANCIAL STATEMENTS AND EXHIBITS
The following financial statements, pro forma financial information and
exhibits are filed as part of this report:
(a) Financial statements of the real estate acquired, prepared pursuant to Rule
3.14 of Regulation S-X:
Page
(1) Audited financial statement of Bristol Shopping Plaza
Independent Auditor's Report 6
Statement of Revenue and Direct Operating Expenses for
the year ended December 31, 1994 7
Notes to Statement of Revenue and Direct Operating Expenses 8
(b) Pro forma financial information required pursuant to Article 11
of Regulation S-X:
(1) Pro Forma Condensed Balance Sheet - September 30, 1995 *
Pro Forma Condensed Statement of Operations - Year
ended December 31, 1994 9
Pro Forma Condensed Statement of Operations - Nine
months ended September 30, 1995 10
* No pro forma condensed balance sheet as of September 30, 1995 is filed
since the acquisition of Bristol Shopping Center is reflected in the actual
balance sheet of Federal Realty as of September 30, 1995.
The pro forma condensed statement of operations for the year ended
December 31, 1994 is based on audited historical financial statements of
Bristol Shopping Center and the Trust after giving effect to the acquisition of
Bristol Shopping Center and the adjustments as described in the accompanying
notes to the pro forma financial statement.
The pro forma condensed statement of operations for the nine months ended
September 30, 1995 is based on unaudited historical financial statements of
Bristol Plaza and the Trust after giving effect to the acquisition of Bristol
Plaza and the adjustments as described in the accompanying notes to the pro
forma financial statement.
The pro forma financial statements of operations have been prepared by the
Trust based upon the financial statements of Bristol Shopping Plaza (filed with
this report under Item 7(a)). These pro forma financial statements may not be
indicative of the results that actually would have occurred if the acquisition
had been in effect on the dates indicated or which may be obtained in the
future. The pro forma financial statements should be read in conjunction with
the audited financial statements and notes of Bristol Shopping Plaza, the
audited consolidated financial
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statements of the Trust in its Annual Report on Form 10-K for the year ended
December 31, 1994 and the unaudited financial statements of the Trust on Form
10-Q for the nine months ended September 30, 1995.
(c) Exhibits in accordance with the provisions of Item 601
of Regulation S-K:
Item 23. Independent Auditor's Consent
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 hereto duly authorized.
Federal Realty Investment Trust
(registrant)
Date: December 20, 1995 /s/Cecily A. Ward
Cecily A. Ward
Controller (Principal Accounting
Officer)
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EXHIBIT INDEX
ITEM NO. PAGE NO.
(23) Independent Auditor's Consent 11
5
(Letterhead of Arthur Andersen LLP Appears Here)
REPORT OF INDEPENDENT PUBLIC ACCOUNTANTS
To the Owners of the
Bristol Shopping Plaza:
We have audited the statement of revenue and direct operating expenses of the
Bristol Shopping Plaza (the "Plaza") for the year ended December 31, 1994.
This financial statement is the responsibility of the Plaza's management. Our
responsibility is to express an opinion on this financial statement based on
our audit.
We conducted our audit in accordance with generally accepted auditing
standards. Those standards require that we plan and perform the audit to
obtain reasonable assurance about whether the financial statement is free of
material misstatement. An audit includes examining, on a test basis, evidence
supporting the amounts and disclosures in the statement of revenue and direct
operating expenses. An audit also includes assessing the accounting principles
used and significant estimates made by management, as well as evaluating the
overall financial statement presentation. We believe that our audit provides a
reasonable basis for our opinion.
The accompanying statement of revenue and direct operating expenses was
prepared for the purpose of complying with the rules and regulations of the
Securities and Exchange Commission as described Note 1, and is not intended to
be a complete presentation of the Plaza's revenue and expenses.
In our opinion, the statement of revenue and direct operating expenses referred
to above presents fairly, in all material respects, the results of operations
of the Bristol Shopping Plaza for the year ended December 31, 1994, in
conformity with generally accepted accounting principles.
Arthur Andersen LLP
Hartford, Connecticut
October 31, 1995
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BRISTOL SHOPPING PLAZA
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STATEMENT OF REVENUE AND DIRECT OPERATING EXPENSES
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FOR THE YEAR ENDED DECEMBER 31, 1994
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REVENUES:
Rental revenues $ 2,296,192
Recoveries 509,504
Maintenance fees 120,187
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Total revenues 2,925,883
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DIRECT OPERATING EXPENSES:
Real estate taxes 324,529
Repairs and maintenance 182,832
Property operations 152,095
Insurance 124,285
Utilities 102,418
Snow plowing 60,900
Provision for doubtful accounts 15,050
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Total operating expenses 962,109
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Net operating income 1,963,774
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The accompanying notes are an integral part of this financial statement.
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BRISTOL SHOPPING PLAZA
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NOTES TO STATEMENT OF REVENUE AND DIRECT OPERATING EXPENSES
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DECEMBER 31, 1994
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I. Significant Accounting Policies:
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Nature of business -
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The accompanying financial statement includes the operations of a retail
shopping center referred to as the Bristol Shopping Plaza (the "Plaza").
Federal Realty Investment Trust (the "Company") acquired the real estate
and assumed the outstanding lease obligations of each of the tenants in
1995.
Basis of presentation -
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The accompanying statement of revenue and direct operating expenses has
been prepared for the purpose of complying with Regulation S-X, Rule 3-14
of the Security and Exchange Commission ("SEC"), which requires certain
information with respect to real estate operations acquired to be included
with certain filings with the SEC.
The statement of revenue and direct operating expenses is not
representative of the actual operations of the Plaza for the period
presented as certain expenses, principally depreciation and interest
expense, which may not be comparable to the revenue and expenses expected
to be incurred by the Company in the proposed future operations of the
Plaza, have been excluded.
Revenue recognition -
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Rental income is recognized on an accrual basis over the terms of the
related leases which approximates a straight-line basis.
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Federal Realty Investment Trust
Pro Forma Condensed Statement of Operations
(unaudited)
Year ended December 31, 1994
(in thousands, except per share data)
Pro Forma Adjustments
Debit Credit
Trust Bristol Pro Forma
Actual Plaza Combined
Actual
Revenue
Rental and other income $133,831 $2,926 $136,757
Interest 3,933 3,933
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137,764 2,926 140,690
Expenses
Interest 31,462 0 (1) 1,144 32,606
Depreciation and amortization 29,801 0 (2) 450 30,251
Administrative & other charges 6,661 0 6,661
Other charges 1,055 0 1,055
Other operating expenses 49,927 962 48,889
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116,906 962 119,462
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Income before investors' share of operations, 20,858 1,964 21,228
Investors' share of operations (392) 0 (392)
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Net income $20,466 $1,964 $20,836
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Weighted average number of common shares 30,679 338 (3) 31,017
Earnings per share $0.67 $0.67
The pro forma condensed statement of operations of the Trust gives effect to
the acquisition of Bristol Shopping Center as though it was acquired at the
beginning of the period presented.
(1) Reflects additional interest expense on mortgage and revolving credit
facilities.
(2) Reflects additional depreciation based on the book value of depreciable
real estate purchased.
(3) Reflects shares of beneficial interest issued as partial consideration for
purchase of Bristol Plaza.
Federal Realty Investment Trust
Pro Forma Condensed Statement of Operations
(unaudited)
Nine months ended September 30, 1995
(in thousands, except per share data)
Pro Forma Adjustments
Debit Credit
Trust Bristol Pro Forma
Actual Plaza Combined
Actual
Revenue
Rental and other income $109,840 $2,361 $112,201
Interest 3,049 0 3,049
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112,889 2,361 115,250
Expenses
Interest 28,814 0 (1) 901 29,715
Depreciation and amortization 28,815 0 (2) 337 26,152
Administrative & other charges 4,483 0 4,483
Other operating expenses 35,763 825 36,588
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94,875 825 96,938
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Income before investors' share of operations,
and loss on sale of real estate 18,014 1,536 18,312
Investors' share of operations 275 0 275
Loss on sale of real estate (545) 0 (545)
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Net income $17,744 $1,536 $18,042
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Weighted average number of common shares 31,744 338 (3) 32,082
Earnings per share $0.56 $0.56
The pro forma condensed statement of operations of the Trust gives effect to
the acquisition of Bristol Plaza as though it was acquired at the beginning of
the period presented. One week of the operations of Bristol Plaza are reflected
in the Trust actual numbers at September 30, 1995, since Bristol Plaza was
purchased on September 22, 1995. Operations for the period prior to acquisition
are reflected in the actual numbers for Bristol Plaza.
(1) Reflects additional interest expense on mortgage and revolving credit
facilities as if Bristol Plaza were purchased at the beginning of the
period.
(2) Reflects additional depreciation based on the book value of depreciable
real estate purchased, as if Bristol Plaza were purchased at the beginning
of the period.
(3) Reflects shares of beneficial interest issued as partial consideration for
the purchase of Bristol Plaza.
Exhibit 23
(Letterhead of Arthur Andersen Appears Here)
CONSENT OF INDEPENDENT PUBLIC ACCOUNTANTS
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As independent public accountants, we hereby consent to the incorporation by
reference of our report dated October 31, 1995 on the Statement of Revenue and
Direct Operating Expenses of the Bristol Shopping Plaza for the year ended
December 31, 1994 included in Federal Realty Investment Trust's Form 8-K dated
as of September 22, 1995 into the Registration Statements of Federal Realty
Investment Trust previously filed Form S-3 (File No. 33-63687), Form S-3 (File
No. 33-63955), Form S-3 (File No. 33-62389), Form S-8 (File No. 33-55111) and
Form S-8 (File No. 33-60252).
Hartford, Connecticut
December 19, 1995
Arthur Andersen LLP
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