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: January 29, 1997
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Federal Realty Investment Trust
------------------------------------------------------
(Exact name of registrant as specified in its charter)
District of Columbia 1-7533 52-0782497
- ---------------------------- ----------- ----------
(State or other jurisdiction (Commission (IRS Employer
of incorporation) File Number) Identification No.)
1626 East Jefferson Street, Rockville, Maryland 20852-4041
(Address of principal executive offices) (Zip Code)
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Registrant's telephone number including area code: 301/998-8100
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ITEM 5. OTHER ITEMS
During 1996 Federal Realty Investment Trust ("the Trust") acquired three
shopping centers ("the acquired centers"). On October 1, 1996, the Trust
acquired Saugus Plaza Shopping Center, located in the metropolitan Boston,
Massachusetts area, for a cash purchase price of $12.2 million. On October 29,
1996, the Trust purchased Wynnewood Shopping Center in suburban Philadelphia,
Pennsylvania, for $20.9 million in cash. On December 31, 1996, the Trust
acquired the controlling interest in a Limited Liability Company formed to own
Escondido Promenade Shopping Center in Escondido, California, for $14.2 million
in cash. The $23.5 million center is subject to $9.4 million of long-term, tax-
free financing. The cash portion of all of the acquisitions was initially
financed with borrowings under the Trust's revolving credit facilities.
During 1996 the Trust also acquired 14 retail buildings. On February 28,
1996, the Trust purchased, for cash, two retail buildings totalling 28,446
square feet in Winter Park, Florida for a cost of $6.8 million. On May 6, 1996,
the Trust purchased a 14,712 square foot building in Greenwich, Connecticut for
$3.2 million in cash and on June 4, 1996 purchased a 21,954 square foot building
in Greenwich, Connecticut for $9.5 million in cash. On December 31, 1996, the
Trust invested $17.6 million for the general partnership interest in a
partnership which owns ten buildings in Southern California valued at $28.0
million. The minority partner will receive a cumulative return of $762,000 per
year. All remaining income and cash available for distribution will be allocated
90% to the Trust and 10% to the minority partner until each receives a return of
10% on its deemed investment and then 60% to the Trust and 40% to the minority
partner. The Trust is obligated to fund 90% of future required capital. After
twenty four months, the Trust, upon the properties meeting certain performance
goals, can be required to redeem the minority partner's interest for a price
determined by an agreed upon formula, payable in either cash or shares at the
election of the minority partner. Six of the buildings are vacant and will be
redeveloped primarily for retail use. Therefore, the six buildings are not
classified as real estate operations. The partnership's investment in the
remaining four retail buildings is $14.4 million. Financial statements for the
retail buildings, which are not significant individually or in total, are not
included with this Form 8-K.
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 operations acquired, prepared
pursuant to Rule 3.14 of Regulation S-X:
1.) Audited financial statement of Saugus Plaza Center
Independent Auditor's Report 5
Special Purpose Statement of Operations
for the year ended December 31, 1995 6
2
Notes to Special Purpose Statement of
Operations December 31, 1995 7
2.) Audited financial statement of Wynnewood Shopping Center
Independent Auditor's Report 8
Balance Sheet - December 31, 1995 9
Statement of Operations - Year Ended December 31, 1995 10
Statement of Changes in Partners' Capital 11
Statement of Cash Flows Year Ended December 31, 1995 12
Notes to the Financial Statements - December 31, 1995 13-15
Schedules of Rental and General and Administrative Expenses 16
3.) Audited financial statement of Escondido Promenade Shopping
Center
Independent Auditor's Report 17
Historical Summary of Gross Income and
Direct Operating Expenses
for the year ended December 31, 1995 18
Notes to Historical Summary of Gross Income and
Direct Operating Expenses
for the year ended December 31, 1995 19
(b) Pro forma financial information required pursuant to Article 11 of
Regulation S-X:
1.) Federal Realty Investment Trust, Saugus Plaza Shopping Center, Wynnewood
Shopping Center and Escondido Promenade Shopping Center Pro Forma Condensed
Financial Statements (unaudited)
Pro Forma Condensed Balance Sheet - September 30, 1996 20
Pro Forma Condensed Statement of Operations
Year ended December 31, 1995 21
Pro Forma Condensed Statement of Operations
Nine months ended September 30, 1996 22
Notes to Pro Forma Condensed Financial Statements 23
The pro forma condensed balance sheet as of September 30, 1996 and the pro
forma condensed statements of operations for the year
3
ended December 31, 1995 are based on audited historical financial statements of
the Acquired Centers and the Trust after giving effect to the acquisition of the
Acquired Centers and the adjustments as described in the accompanying notes to
the pro forma financial statements.
The pro forma financial statements have been prepared by the Trust based
upon the financial statements of the Acquired Centers (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 acquisitions 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 the Acquired Centers, the audited consolidated
financial statements of the Trust in its Annual Report on Form 10-K for the year
ended December 31, 1995 and the unaudited financial statements of the Trust on
Form 10-Q for the nine months ended September 30, 1996.
(c) Exhibits in accordance with the provisions of Item 601 of Regulation S-K:
Item 23. Independent Auditor's Consents
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: January 29, 1997 /s/ Cecily A. Ward
-------------------
Cecily A. Ward
Vice President - Controller
(Principal Accounting Officer)
EXHIBIT INDEX
ITEM NO. PAGE NO.
- -------- --------
(23) Independent Auditor's Consents 24 - 26
4
Independent Auditor's Report
To the Partners
J.B.S. Limited Partnership
(A Limited Partnership)
We have audited the accompanying special-purpose statement of operations
(exclusive of interest income and expense, depreciation and amortization, rent
expense and management fees) of J.B.S. Limited Partnership (A Limited
Partnership) for the year ended December 31, 1995. The special purpose
statement is the responsibility of the Partnership's management. Our
responsibility is to express an opinion on the special purpose 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 special purpose statement is free of material
misstatement. An audit includes examining, on a test basis, evidence supporting
the amounts and disclosures in the special purpose statement. An audit also
includes assessing the accounting principals 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.
As described in Note 1(b), the accompanying special purpose financial statement
has been prepared to present only the revenues and expenses related to the
operations of the shopping center and is not intended to be a complete
presentation of the Partnership's revenue and expenses for the year ended
December 31, 1995.
In our opinion, the accompanying special purpose statement of operations
presents fairly, in all material respects, the results of operations (exclusive
of interest income and expense, depreciation and amortization, rent expense and
management fees) of J.B.S. Limited Partnership (A Limited Partnership) for the
year ended December 31, 1995 in conformity with generally accepted accounting
principles.
Hecht and Company, P.C.
October 18, 1996
5
J.B.S. LIMITED PARTNERSHIP
(A Limited Partnership)
Special Purpose Statement of Operations
For the year ended December 31, 1995
Revenue:
Base rents $1,413,290
Percentage rents 5,109
Tenant reimbursements:
Real estate taxes 273,941
Common area maintenance and insurance 87,586
----------
Total revenue 1,779,926
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Expenses:
Real estate taxes 273,179
Insurance 19,038
Parking lot maintenance and repairs 26,971
Roof and structural repairs 15,819
Snow removal 26,020
Utilities 16,900
Administrative expenses 10,490
----------
Total expenses 388,417
----------
Net operating income $1,391,509
==========
The accompanying notes are an integral part of this financial statement.
6
J.B.S. LIMITED PARTNERSHIP
(A Limited Partnership)
Notes to Special Purpose Statement of Operations
December 31, 1995
Note 1 - Description of organization and summary of significant accounting
policies:
a) Nature of business:
J.B.S. Limited Partnership (JBS) was organized on April 1, 1982 as a
limited partnership under the laws of the Commonwealth of
Massachusetts to manage and lease a shopping center in the city of
Saugus, Massachusetts. The shopping center was leased by JBS from TM
Massachusetts Shopping Center Limited Partnership (TM) under a net
lease. Effective January 1, 1996 the net lease terminated and TM
commenced management of the property.
b) Basis of presentation:
The accompanying special purpose statement has been prepared to
present in accordance with generally accepted accounting principles
only the revenues and expenses related to the operation of the
property. Interest income and expense, depreciation and amortization,
rent expenses and management fees have not been included in the
accompanying statement. Since a complete presentation of the
Partnership's operations would include these items, the accompanying
special purpose statement is not intended to be a complete
presentation of the Partnership's revenue and expenses for the year
ended December 31, 1995.
c) Rental income:
The shopping center's revenue is substantially from two major tenants.
7
Independent Auditors' Report
----------------------------
To the Partners
Wynnewood Shopping Center, LP
Wynnewood, Pennsylvania
We have audited the accompanying balance sheet of Wynnewood Shopping Center, LP
(A Pennsylvania Limited Partnership) as of December 31, 1995, and the related
statements of operations, changes in partners' capital and cash flows for the
year then ended. These financial statements are the responsibility of the
Partnership's management. Our responsibility is to express an opinion on these
financial statements 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 statements are free of material
misstatement. An audit includes examining on a test basis, evidence supporting
the amounts and disclosures in the financial statements. 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.
In our opinion, the financial statements referred to above present fairly, in
all material respects, the financial position of Wynnewood Shopping Center, LP
as of December 31, 1995, and the results of its operations and its cash flows
for the year then ended in conformity with generally accepted accounting
principles.
Our audit was conducted for the purpose of forming an opinion on the basic
financial statements taken as a whole. The schedules of rental and general and
administrative expenses on page ten are presented for the purpose of additional
analysis and are not a required part of the basic financial statements. Such
information has been subjected to the auditing procedures applied in the audit
of the basic financial statements and, in our opinion, is fairly stated in all
material respects in relation to the basic financial statements taken as a
whole.
Landsburg Platt Raschiatore & Dalton
September 30, 1996
8
WYNNEWOOD SHOPPING CENTER, LP
(A LIMITED PARTNERSHIP)
Balance Sheet
December 31, 1995
ASSETS
Current assets
Cash $ 164,054
Accounts receivable (Note 1) 204,917
Prepaid expenses 82,877
Due from related entity (Note 2) 1,500
-----------
Total current assets 453,348
-----------
Rental property and equipment (Note 1)
Land 1,200,000
Rental property 12,339,279
Equipment 3,993
Vehicles 28,997
-----------
13,572,269
Less accumulated depreciation 471,835
-----------
Net rental property and equipment 13,100,434
-----------
$13,553,782
===========
LIABILITIES AND PARTNERS' CAPITAL
Accounts payable $ 4,926
Tenants security deposits 20,305
Accrued expenses 2,029
Payroll taxes payable 1,934
Loan payable, related party, current (Note 3) 201,740
-----------
Total current liabilities 230,934
Long-term debt
Loan payable, related party, net of current
portion (Note 3) 339,465
-----------
Total liabilities 570,399
Partners' capital 12,983,383
-----------
$13,553,782
===========
See notes to the financial statements and independent auditors' report.
9
WYNNEWOOD SHOPPING CENTER, LP
(A LIMITED PARTNERSHIP)
Statement of Operations
Year Ended December 31, 1995
Rental income, including tenant reimbursements $2,045,739
Rental expenses 501,207
----------
Income from rental operations 1,544,532
Interest income 2,227
----------
Income from operations 1,546,759
General and administrative expenses 153,686
----------
Income before depreciation, interest
expense and provision for vacancies 1,393,073
----------
Depreciation expense 300,155
Interest expense 57,070
Provision for vacancies 629,487
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986,712
----------
Net income $ 406,361
==========
See notes to the financial statements and independent auditors' report.
10
WYNNEWOOD SHOPPING CENTER, LP
(A LIMITED PARTNERSHIP)
Statement of Changes in Partners' Capital
Harriet
Wynnewood, Inc. Kravitz Total
Capital, January 1, 1995 $125,601 $12,434,470 $12,560,071
Capital contributed --- 16,951 16,951
Net income 4,064 402,297 406,361
-------- ----------- -----------
Capital, December 31, 1995 $129,665 $12,853,718 $12,983,383
======== =========== ===========
See notes to the financial statements and independent auditors' report.
11
WYNNEWOOD SHOPPING CENTER, LP
(A LIMITED PARTNERSHIP)
Statement of Cash Flows
Year Ended December 31, 1995
Cash flows from operating activities
Net income $ 406,361
Adjustments to reconcile net income to
net cash provided by operating activities:
Depreciation 300,155
(Increase) decrease in assets:
Accounts receivable 68,061
Prepaid expenses (10,244)
Due from related entity (1,000)
Increase (decrease) in liabilities:
Accounts payable 1,663
Tenants security deposits 963
Accrued expenses (255,793)
Payroll taxes payable (524)
---------
Net cash provided by operating activities 509,642
---------
Cash flows from investing activities
Improvements to rental property (414,984)
Purchase of equipment (1,118)
Purchase of vehicle (28,997)
---------
Net cash used in investing activities (445,099)
---------
Cash flows from financing activities
Partners' capital contributions 16,951
Proceeds from related party loan 288,000
Payments on related party loan (391,495)
---------
Net cash used in financing activities (86,544)
---------
Net decrease in cash (22,001)
Cash, beginning of year 186,055
---------
Cash, end of year $ 164,054
=========
Supplementary disclosure of cash flow information:
Cash paid for interest $ 58,505
=========
Increase in accounts receivable for prior period $ 26,363
=========
Non-cash financing activity:
Reclassification of prior period accrued expense
to related party loan principal $ 44,700
=========
See notes to the financial statements and independent auditors' report.
12
WYNNEWOOD SHOPPING CENTER, LP
(A LIMITED PARTNERSHIP)
Notes to the Financial Statements
December 31, 1995
NOTE 1 Summary of significant accounting policies
The accounting policies of Wynnewood Shopping Center, LP conform to
generally accepted accounting principles. A summary of the more significant
accounting policies is as follows:
Wynnewood Shopping Center, LP commenced activities on January 1, 1994. The
Company manages the Wynnewood Shopping Center located in Wynnewood,
Pennsylvania.
Rental property and equipment
The rental property is stated at the fair market value of the land and
shopping center when contributed to the partnership by the limited partner.
Improvements to the rental property and equipment are stated at cost.
Property and equipment are depreciated over the estimated useful lives of
the assets. Depreciation is calculated using the straight-line method.
Income taxes
The limited partnership is not a taxpaying entity for federal and state
income tax purposes, and thus no income tax expense has been recorded in the
statements. The results of partnership operations are included on the
income tax returns of each partner.
Accounts receivable
The partners write-off bad debts as they become uncollectible. The partners
believe all receivables to be collectible.
NOTE 2 Due from related entity
This amount represents advances to a related entity which are not
partnership distributions. The advances are expected to be repaid within
the next operating cycle and are non-interest bearing.
NOTE 3 Loan payable, related party
The loan represents advances to the limited partnership by the limited
partner. The loan is payable in monthly installments of $20,000, including
interest of 8.5%. The loan is due in July 1998.
13
Maturities of the related party loan are as follows:
Year ended
December 31,
--------------
1996 $201,740
1997 219,568
1998 119,897
-------
$541,205
=======
NOTE 4 Minimum future rental income
Minimum future rental income expected for each of the next five years and in
the aggregate is as follows:
Year ended
December 31,
1996 $ 695,041
1997 575,262
1998 559,090
1999 535,509
2000 369,641
Thereafter 1,510,649
----------
Total minimum future rental income $4,245,192
==========
Minimum future rental income does not include percentage rent that may be
received under certain leases. Percentage rent is computed as a percent of
the gross receipts received from sales in excess of a specified base amount.
14
NOTE 5 Percentage of occupancy
As of December 31, 1995, the Shopping Center was at 85% of total capacity.
Of the total 251,797 square footage available for occupancy, 212,799 was
occupied.
Monthly gross rents at full occupancy would amount to $83,407 the Company
currently collects $67,888.
NOTE 6 Estimates
The preparation of financial statements in conformity with generally
accepted accounting principles requires management to make estimates and
assumptions that affect the reported amounts of assets and liabilities at
the date of the financial statements and the reported amounts of revenues
and expenses during the reporting period. Actual results could differ from
those estimates.
NOTE 7 Subsequent event
On April 3, 1996, the Partnership entered into an agreement of sale for the
shopping center located in Wynnewood, Pennsylvania. The sale has been
scheduled for October 29, 1996.
15
WYNNEWOOD SHOPPING CENTER, LP
(A LIMITED PARTNERSHIP)
Schedules of Rental and General and Administrative Expenses
Year Ended December 31, 1995
Rental expenses
Auto and truck $ 4,145
Dues and subscriptions 125
Insurance 71,109
Maintenance and snow removal 13,921
Office expense 5,273
Real estate taxes, gross 189,883
Repairs 26,945
Security 2,119
Supplies 1,078
Telephone 4,956
Trash removal 3,528
Utilities 60,504
Wages, benefits and related taxes 117,621
--------
Total rental expenses $501,207
========
General and administrative expenses
Administrative salary, benefits and related taxes $108,533
Consulting 8,370
Contributions 975
Other taxes 3,114
Professional fees 32,694
--------
Total general and administrative expenses $153,686
========
See independent auditors' report.
16
Independent Auditor's Report
To the Board of Trustees of
Federal Realty Investment Trust
We have audited the accompanying Historical Summary of Gross Income and Direct
Operating Expenses of Escondido Promenade Shopping Center, Escondido, California
("Historical Summary"), for the year ended December 31, 1995. This Historical
Summary is the responsibility of the Center's management. Our responsibility is
to express an opinion on the Historical Summary 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 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 the
Center's income and expenses.
In our opinion, the Historical Summary referred to above presents fairly, in all
material aspects, the gross income and direct operating expenses described in
Note 2 of Escondido Promenade Shopping Center for the year ended December 31,
1995, in conformity with generally accepted accounting principles.
Hurley & Company
Los Angeles, California
January 9, 1997
17
ESCONDIDO PROMENADE SHOPPING CENTER
HISTORICAL SUMMARY OF GROSS INCOME AND
DIRECT OPERATING EXPENSES
Year Ended December 31, 1995
GROSS INCOME:
Base rent $2,977,020
Expense recoveries $ 886,620
Other 20,260
----------
TOTAL GROSS INCOME $3,883,900
==========
DIRECT OPERATING EXPENSES:
Bad debts 33,863
Supplies 25,705
Security 30,509
Insurance 63,661
Loan fees 121,304
Office 118,617
Professional fees 82,265
Promotions 62,705
Property taxes 528,937
Repairs and maintenance 296,435
Utilities 107,443
Interest on bonds 359,979
----------
TOTAL DIRECT OPERATING EXPENSES $1,831,423
==========
The notes to historical summary of gross income and
direct operating expenses are an integral part of this summary.
18
ESCONDIDO PROMENADE SHOPPING CENTER
NOTES TO HISTORICAL SUMMARY OF GROSS INCOME AND
DIRECT OPERATING EXPENSES
Year Ended December 31, 1995
NOTE 1 - NATURE OF BUSINESS
Escondido Promenade Shopping Center (the "Center") is located at the
intersection of Interstate 15 and West Valley Parkway in Escondido, California.
The Center consists of a retail shopping center with approximately 220,503
square feet of rentable space.
The Center's operations consist of leasing retail store space to various
tenants. Expense recoveries represent property operating expenses billed to the
tenants, including common area maintenance, real estate taxes and other
recoverable costs. Expense recoveries are recognized in the period the expenses
are incurred. All leases are classified as operating leases and expire at
various times prior to 2013.
NOTE 2 - BASIS OF PRESENTATION
FRIT Escondido Promenade, LLC purchased the Center on December 31, 1996. The
Historical Summary of Gross Income and Direct Operating Expenses 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 the Center, exclusive of the following
expenses which are not comparable to the proposed future operations of the
Center:
(a) Interest expense on existing mortgages and borrowings exclusive of the
bonds
(b) Depreciation of property and equipment
(c) Management and leasing fees
(d) Provisions for income taxes
(e) Provision on receivable from affiliates
(f) Interest income and expense on affiliate loans
(g) Interest income
(h) Appraisal fees
See Accompanying Independent Auditors' Report
19
Federal Realty Investment Trust
Pro Forma Condensed Balance Sheet
(unaudited)
September 30, 1996
(in thousands)
Pro Forma Adjustments Pro Forma
Assets Trust Debit Credit Combined
Actual
Investments
Real Estate $1,058,525 (1) 56,500 $1,115,025
Less accumulated depreciation (215,267) (215,267)
----------- -----------
843,258 899,758
Mortgage notes receivable 26,975 26,975
----------- -----------
870,233 926,733
Cash and investments 9,666 9,666
Notes and accounts receivable 16,914 16,914
Other assets 31,784 31,784
----------- -----------
$928,597 $985,097
=========== ===========
Liabilities and Shareholders equity
Liabilities
Obligations under capital leases $130,930 $130,930
Mortgages payable 89,515 (1) 9,400 98,915
Notes payable 18,880 (1) 47,100 65,980
Convertible Subordinated debentures 75,289 75,289
Senior notes and debentures 215,000 215,000
Other liabilities 48,895 48,895
----------- -----------
578,509 635,009
Shareholders equity 350,088 350,088
----------- -----------
$928,597 $985,097
=========== ===========
The condensed pro forma balance sheet of the Trust gives effect to the
acquisition of three shopping centers and four retail buildings during the year
ended December 31, 1996. The acquisition of the retail buildings are reflected
in the actual numbers at September 30, 1996 since they were purchased prior to
that date. The pro forma adjustments assume the acquisition of Saugus Plaza,
Wynnewood Shopping Center and Escondido Promenade Shopping Center took place on
September 30, 1996.
See accompanying notes.
20
Federal Realty Investment Trust
Pro Forma Condensed Statement of Operations
(unaudited)
Year ended December 31, 1995
(in thousands, except per share data)
Pro Forma Adjustments
Trust Acquired Pro Forma
Actual Properties Debit Credit Combined
Revenue
Rental income $142,841 $7,060 $149,901
Other 7,435 20 7,455
Interest 4,113 2 4,115
--------- -------- -----------
154,389 7,082 161,471
Expenses
Interest 39,268 360 (2) $3,250 42,878
Depreciation and amortization 34,901 (3) 974 35,875
Administrative & other charges 7,305 7,305
Other operating expenses 49,564 2,360 51,924
--------- -------- ----------- ----------- -----------
131,038 2,720 4,224 137,982
--------- -------- ----------- ----------- -----------
Income before investors share of operations,and
loss on sale of real estate 23,351 4,362 4,224 23,489
Investors' share of operations and loss on sale
of real estate (241) (4) (261) (502)
---------- -------- ---------- ---------- ----------
Net income $23,110 $4,362 $4,485 $22,987
========== ======== ========== ========== ==========
Weighted average number of common shares 31,860 31,860
Earnings per share $0.72 $0.72
========== ==========
The pro forma consensed statement of operations of the Trust gives effect
to the acquisition of the Acquired Centers as though they were acquired at the
beginning of the period presented.
See accompanying notes.
21
Federal Realty Investment Trust
Pro Forma Condensed Statement of Operations
(unaudited)
Nine months ended September 30, 1996
(in thousands, except per share data)
Pro Forma Adjustments
Trust Acquired Pro Forma
Actual Properties Debit Credit Combined
Revenue
Rental income $121,555 $5,467 $127,022
Other 6,976 6,976
Interest 3,148 3,148
-------- --------- ---------- ----------- -----------
131,679 5,467 137,146
Expenses
Interest 33,559 340 (2) $2,296 36,195
Depreciation and amortization 28,125 (3) 731 28,856
Administrative & other charges 6,074 6,074
Other operating expenses 42,621 1,884 44,505
-------- --------- --------- ----------- -----------
110,379 2,224 3,027 115,630
-------- --------- --------- ----------- -----------
Income before investors share or operations 21,300 3,243 3,027 21,516
Investors' share of operations (254) (4) (268) (522)
-------- --------- --------- ----------- -----------
Net income $21,046 $3,243 $3,295 $20,994
======== ========= ========= =========== ===========
Weighted average number of common shares 33,193 33,193
Earnings per share $0.63 $0.63
======== ========= ========= =========== ===========
The pro forma condensed statement of operations of the Trust gives effect
to the acquisition of the acquired centers as though they were acquired at the
beginning of the period presented.
See accompanying notes.
22
Federal Realty Investment Trust
NOTES TO PRO FORMA CONDENSED FINANCIAL STATEMENTS
(unaudited)
Note (1) Reflects the purchase of Acquired Centers in October and December 1996
as follows:
(in thousands)
Purchase of real estate $56,500
Mortgages payable (9,400)
Borrowings under revolving
credit facilities (47,100)
Note (2) Reflects interest expense on revolving credit facilities used to
purchase Saugus Plaza Shopping Center, Wynnewood Shopping Center, and
Escondido Promenade Shopping Center.
Note (3) Reflects depreciation based on the book value of depreciable real
estate purchased.
Note (4) Reflects minority interest in the earnings of Escondido Promenade.
23
Exhibit 23
CONSENT OF INDEPENDENT ACCOUNTANTS
We consent to the inclusion in this Form 8-K of our report dated October 18,
1996, on our audit of the special purpose statement of operations (exclusive of
interest income and expense, depreciation and amortization, rent expense and
management fees) of J.B.S. Limited Partnership (A Limited Partnership) for the
year ended December 31, 1995. We also consent to the incorporation by reference
of said report in the Registration Statements of Federal Realty Investment Trust
on Form S-3 (File No. 33-15264, effective August 4, 1987), (File No. 33-63687,
effective November 6, 1995) and (File No. 33-63955, effective November 3, 1995).
HECHT AND COMPANY, P.C.
New York, New York
January 28, 1997
24
CONSENT OF INDEPENDENT ACCOUNTANTS
We consent to the inclusion in this Form 8-K of our report dated September 30,
1996, on our audit of the financial statements of Wynnewood Shopping Center, LP
(A Pennsylvania Limited Partnership) for the year ended December 31, 1995. We
also consent to the incorporation by reference of said report in the
Registration Statements of Federal Realty Investment Trust on Forms S-3 (File
No. 33-15264, effective August 4, 1987), (File No. 33-63687, effective November
6, 1995) and (File No. 33-63955, effective November 3, 1995).
LANDSBURG PLATT RASCHIATORE & DALTON
Philadelphia, Pennsylvania
January 28, 1997
25
CONSENT OF INDEPENDENT ACCOUNTANTS
As independent public accountant, I hereby consent to the inclusion in this Form
8-K of our report dated January 9, 1997, on my audit of the Historical Summary
of Gross Income and Direct Operating Expenses of Escondido Promenade Shopping
Center, Escondido, California, for the year ended December 31, 1995. I also
consent to the incorporation by reference of said report in the Registration
Statements of Federal Realty Investment Trust on Forms S-3 (File No. 33-15264,
effective August 4, 1987), (File No. 33-63687, effective November 6, 1995) and
(File No. 33-63955, effective November 3, 1995).
HURLEY & COMPANY
Los Angeles, California
January 28, 1997
26
