SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K/A Amendment No. 1 CURRENT REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 Date of Report (Date of earliest event reported) SEPTEMBER 20, 1999 -------------------------------- WASHINGTON REAL ESTATE INVESTMENT TRUST - -------------------------------------------------------------------------------- (Exact name of registrant as specified in its charter) Maryland 1-6622 53-0261100 - -------------------------------------------------------------------------------- (State or other jurisdiction of (Commission File (IRS Employer incorporation) Number) Identification Number) 6110 Executive Boulevard, Rockville, Maryland 20852 - -------------------------------------------------------------------------------- (Address of principal executive offices) (Zip Code) Registrant's telephone number, including area code (301) 984-9400 ------------------------- ITEM 2. 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 dated October 5, 1999 in connection with the acquisition of certain assets and the assumption of certain liabilities of Avondale Apartments (Avondale), 600 Jefferson Plaza (Jefferson) and 1700 Research Boulevard (Research), hereby amends the following items, as set forth in the pages attached hereto. Item 7. FINANCIAL STATEMENTS AND EXHIBITS (a) Financial Statements of Businesses Acquired ------------------------------------------- 1. Avondale - Audited Historical Summary of Gross Income and Direct Operating Expenses for the year ended December 31, 1998. 2. Jefferson - Audited Historical Summary of Gross Income and Direct Operating Expenses for the year ended December 31, 1998. 3. Research - Audited Historical Summary of Gross Income and Direct Operating Expenses for the year ended December 31, 1998. In acquiring Avondale, Jefferson and Research, 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). After reasonable inquiry, management is not aware of any material factors affecting Avondale, Jefferson and Research that would cause the reported financial information not to be indicative of Avondale's, Jefferson's and Research's future operating results. (b) Pro Forma Financial Information ------------------------------- The following pro forma financial statements for a substantial majority of the assets acquired by WRIT in 1999 (as defined in Regulation S-X) are filed as an exhibit hereto: 1. WRIT Unaudited Pro Forma Condensed and Consolidated Balance Sheet as of September 30, 1999. 2. WRIT Unaudited Pro Forma Condensed and Consolidated Statements of Operations for the year ended December 31, 1998 and the nine months ended September 30, 1999. (c) Exhibits 23. Consent of Auditors Independent Auditors' Report 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 Avondale Apartments ("Historical Summary") for the year ended December 31, 1998. This Historical Summary is the responsibility of the Apartments' 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 Apartments' revenue 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 Avondale Apartments for the year ended December 31, 1998, in conformity with generally accepted accounting principles. STOY, MALONE & COMPANY, P.C. Bethesda, Maryland October 15, 1999 1 AVONDALE APARTMENTS HISTORICAL SUMMARY OF GROSS INCOME AND DIRECT OPERATING EXPENSES Year Ended December 31, 1998 Gross income: Base rents $2,112,954 Other 65,335 ---------- Total gross income $2,178,289 ========== Direct operating expenses: Administrative $ 209,011 Advertising 30,200 Furniture rentals 43,485 Insurance 14,540 Real estate taxes 232,412 Repairs and maintenance 271,699 Utilities 155,607 ---------- Total direct operating expenses $ 956,954 ========== The Notes to Historical Summary of Gross Income and Direct Operating Expenses are an integral part of this summary. 2 AVONDALE APARTMENTS NOTES TO HISTORICAL SUMMARY OF GROSS INCOME AND DIRECT OPERATING EXPENSES NOTE 1 - NATURE OF BUSINESS: Avondale Apartments is an eleven-story apartment complex located in Laurel, Maryland, containing 237 one and two bedroom rental units. The operations of Avondale Apartments consist of leasing residential units to various tenants. Leases are generally for terms of one year or less. NOTE 2 - BASIS OF PRESENTATION: Washington Real Estate Investment Trust purchased Avondale Apartments in September 1999. 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 Avondale Apartments, 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 fees (d) Certain corporate expenses (e) Provisions for income taxes 3 Independent Auditors' Report 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 600 Jefferson Plaza ("Historical Summary") for the year ended December 31, 1998. This Historical Summary is the responsibility of the Building'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 Building's revenue 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 600 Jefferson Plaza for the year ended December 31, 1998, in conformity with generally accepted accounting principles. STOY, MALONE & COMPANY, P.C. Bethesda, Maryland November 11, 1999 1 600 JEFFERSON PLAZA HISTORICAL SUMMARY OF GROSS INCOME AND DIRECT OPERATING EXPENSES Year Ended December 31, 1998 Gross Income: Base rents $1,607,879 Expense recoveries 7,102 Other 7,152 ---------- Total gross income $1,622,133 ========== Direct operating expenses: Insurance $ 7,286 Real estate taxes 147,923 Repairs and maintenance 247,216 Utilities 224,460 ---------- Total direct operating expenses $ 626,885 ========== The Notes to Historical Summary of Gross Income and Direct Operating Expenses are an integral part of this summary. 2 600 JEFFERSON PLAZA NOTES TO HISTORICAL SUMMARY OF GROSS INCOME AND DIRECT OPERATING EXPENSES NOTE 1 - NATURE OF BUSINESS: 600 Jefferson Plaza is a five-story office building located in Rockville, Maryland, containing approximately 115,000 rentable square feet. The operations of 600 Jefferson Plaza consist of leasing office space to various tenants. Expense recoveries represent operating expenses, including real estate taxes, billed to the tenants and are recognized in the period the expenses are incurred. All leases are classified as operating leases and expire at various dates prior to 2009. The following is a schedule by years of future minimum rents receivable on noncancelable operating leases in effect as of December 31, 1998. 1999 $2,102,351 2000 1,837,933 2001 1,495,076 2002 1,380,024 2003 1,286,326 Thereafter 3,366,928 During the year ended December 31, 1998, two tenants accounted for approximately 37% of the total base rents. NOTE 2 - BASIS OF PRESENTATION: Washington Real Estate Investment Trust purchased 600 Jefferson Plaza in May 1999. 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 600 Jefferson Plaza, 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 3 Independent Auditors' Report 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 1700 Research Boulevard ("Historical Summary") for the year ended December 31, 1998. This Historical Summary is the responsibility of the Building'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 Building's revenue 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 1700 Research Boulevard for the year ended December 31, 1998, in conformity with generally accepted accounting principles. STOY, MALONE & COMPANY, P.C. Bethesda, Maryland November 11, 1999 1 1700 RESEARCH BOULEVARD HISTORICAL SUMMARY OF GROSS INCOME AND DIRECT OPERATING EXPENSES Year Ended December 31, 1998