Form 8-K/A
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, DC 20549
AMENDMENT TO APPLICATION OR REPORT
Filed Pursuant to Section 12, 13 or 15(d) of
THE SECURITIES EXCHANGE ACT OF 1934
United Dominion Realty Trust, Inc.
(Exact name of registrant as specified in its charter)
AMENDMENT NO. 1
The undersigned registrant hereby amends its Current Report on Form 8-K
dated May 17, 1994 by adding the Historical Summary of Revenues and Certain
Rental Expenses, the Estimates of Net Income and Funds Generated and the Pro
Forma Condensed Financial Statements (Unaudited) and the Notes thereto, as set
forth on the pages attached hereto.
Item 7. Financial Statements, Pro Forma Financial Information and Exhibits.
(a) Financial Statements of Real Estate Properties Acquired
(b) Pro Forma Financial Information
(c) Exhibits
(23) Consents of Experts
SIGNATURES
Pursuant to the requirements of the Securities Exchange Act of 1934, the
registrant has duly caused this Amendment to be signed on its behalf by the
undersigned, thereunto duly authorized.
UNITED DOMINION REALTY TRUST, INC.
(Registrant)
/s/ Jerry A. Davis
Jerry A. Davis
Vice President
Corporate Controller
Date:July 28, 1994
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Letterhead of L. P. Martin & Company
Independent Auditors' Report
To the Owners of
Walnut Creek Apartments
We have audited the accompanying statement of rental operations (as defined in
Note 2) of Walnut Creek Apartments for the year ended December 31, 1993. This
financial statement is the responsibility of the management of Walnut Creek
Apartments. Our responsibility is to express an opinion on this 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 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.
The statement was prepared for the purpose of complying with the rules and
regulations of the Securities and Exchange Commission (for inclusion in a
Current Report on Form 8-K of United Dominion Realty Trust, Inc.), as described
in Note 4, and is not intended to be a complete presentation of Walnut Creek
Apartments revenues and expenses.
In our opinion, the statement referred to above presents fairly, in all material
respects, the income and operating expenses, as described in Note 2, of Walnut
Creek Apartments for the year ended December 31, 1993, in conformity with
generally accepted accounting principles.
/s/ L. P. Martin & Company, P.C.
L. P. Martin & Company, P.C.
Certified Public Accountants
June 24, 1994
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WALNUT CREEK APARTMENTS
STATEMENT OF RENTAL OPERATIONS
YEAR ENDED DECEMBER 31, 1993
REVENUES FROM RENTAL PROPERTY $ 3,414,826
RENTAL PROPERTY EXPENSES:
Real Estate Taxes 249,060
Repairs and Maintenance 423,318
Utilities 148,421
Property Management Fees (Note 3) 137,807
Other Operating Expenses 363,148
TOTAL RENTAL PROPERTY EXPENSES 1,321,754
INCOME FROM RENTAL OPERATIONS $ 2,093,072
The accompanying notes are an integral part of this statement.
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WALNUT CREEK APARTMENTS
NOTES TO THE STATEMENT OF RENTAL OPERATIONS
YEAR ENDED DECEMBER 31, 1993
NOTE 1 - BASIS OF PRESENTATION
Walnut Creek Apartments (The Property) consists of a 576 unit garden style
residential apartment community located in Raleigh, North Carolina, together
with the existing leases. The assets that comprise the Property have been held
as investments of Linpro North Carolina Apartments I Limited Partnership and
Linpro North Carolina Apartments II Limited Partnership, North Carolina limited
partnerships (the owners), throughout the year ended December 31, 1993. The
accompanying financial statement presents the results of rental operations of
the Property as a stand-alone entity.
NOTE 2 - SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES
Revenue and Expense Recognition
The accompanying statement of rental operations has been prepared using the
accrual method of accounting. Certain expenses such as depreciation,
amortization, income taxes, mortgage interest expense and asset management fees
are not reflected in the statement of rental operations, as required by Rule
3-14 of Regulation S-X of the Securities and Exchange Commission.
Repairs and Maintenance
Repairs and maintenance costs are expensed as incurred, while significant
improvements, renovations and replacements are capitalized.
NOTE 3 - PROPERTY MANAGEMENT FEES
Property management services were provided through LCOR Incorporated, an
affiliate of the owners of the property. Fees for such services were 4% of
gross receipts from operations, as defined in the property management agreement.
NOTE 4 - SALE OF PROPERTY
The property was sold to United Dominion Realty Trust, Inc. on May 17, 1994.
This statement of rental operations has been prepared to be included in a
Current Report on Form 8-K to be filed by United Dominion Realty Trust, Inc.
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UNITED DOMINION REALTY TRUST, INC.
CERTAIN PROPERTY ACQUIRED
SUMMARY OF REVENUES AND CERTAIN RENTAL EXPENSES
FOR THE YEAR ENDED DECEMBER 31, 1993
Rental income $3,414,826
Rental expenses (excluding depreciation):
Utilities $148,421
Repairs and maintenance 423,318
Real estate taxes 249,060
Property management 137,807
Other rental expenses 363,148 1,321,754
Excess of revenues over certain rental expenses $2,093,072
CERTAIN PROPERTY ACQUIRED
SUMMARY OF REVENUES AND CERTAIN RENTAL EXPENSES
FOR THE THREE MONTHS ENDED MARCH 31, 1994
Rental income $ 888,662
Rental expenses (excluding depreciation):
Utilities $ 39,686
Repairs and maintenance 113,056
Real estate taxes 63,312
Property management 35,590
Other rental expenses 91,068 342,712
Excess of revenues over certain rental expenses $ 545,950
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UNITED DOMINION REALTY TRUST, INC.
NOTES TO SUMMARY OF REVENUES AND CERTAIN RENTAL EXPENSES
The summaries of revenues and certain rental expenses reflect the
operations of Walnut Creek Apartments (the "Property") for the year ended
December 31, 1993 based upon the audited statement of rental operations of the
property appearing elsewhere herein and for the three month period ended March
31, 1994 based upon the unaudited statements of rental operations of
the property through the date on which it was acquired. During 1993 and a
portion of 1994, the property was owned and operated by an entity other than
United Dominion Realty Trust (the "Trust").
The summaries have been prepared on the accrual method of accounting.
Rental expenses include repair and maintenance expenses, utilities, real estate
taxes, insurance and certain other expenses. In accordance with the regulations
of the Securities and Exchange Commission, mortgage interest expenses,
depreciation, and general and administrative costs have been excluded from
operating expenses, as they are dependent upon a particular owner, purchase
price or financial arrangement.
In assessing the property, management considered the existing and
potential tenant base, expected job growth in the area, occupancy rates, the
competitive nature of the market and comparative rental rates. Furthermore,
current and anticipated maintenance and repair costs, real estate taxes and
anticipated capital improvements were assessed.
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UNITED DOMINION REALTY TRUST, INC.
PRO FORMA CONDENSED FINANCIAL STATEMENTS (UNAUDITED)
The following pro forma balance sheet at March 31, 1994 gives effect to
the acquisition by the Trust of Walnut Creek Apartments purchased on December
31, 1993 from LINPRO North Carolina Apartment I & II Limited Partnership, a
North Carolina limited partnership.
The pro forma condensed statements of operations for the year ended
December 31, 1993 and the three months ended March 31, 1994 assume the
acquisition of the property as if it had occurred on January 1, 1993.
The pro forma condensed statements have been prepared by the management
of the Trust. The pro forma condensed financial statements of operations may
not be indicative of the results that would have occurred had the acquisition
been completed on the date indicated. Also, they necessarily are not indicative
of future results. The pro forma condensed financial statements should be read
in conjunction with the Trust's audited financial statements for the year ended
December 31, 1993 (included in the Trust's Form 10-K for the year ended December
31, 1993) and the unaudited financial statements as of March 31, 1994 and for
the three months then ended (included in the Trust's Form 10-Q for the period
ended March 31, 1994) and the accompanying notes.
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UNITED DOMINION REALTY TRUST, INC.
PRO FORMA BALANCE SHEET (UNAUDITED)
MARCH 31, 1994
(In thousands, except share data)
ACQUISITIONS
PREVIOUSLY REPORTED
ON FORM 8-K
DATED APRIL 15, 1994
AND FORM 8-K PRO FORMA
HISTORICAL DATED MAY 26, 1994 (2) ADJUSTMENTS (1) PRO FORMA
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ASSETS
Real estate owned
Apartments $532,227 $184,345 $24,888 $741,460
Shopping centers 74,450 74,450
Office and industrial buildings 4,593 4,593
611,270 184,345 24,888 820,503
Less accumulated depreciation 97,150 97,150
514,120 184,345 24,888 723,353
Cash and cash equivalents 10,489 10,489
Other assets 10,993 10,993
$535,602 $184,345 $24,888 $744,835
LIABILITIES AND SHAREHOLDERS' EQUITY
Mortgage notes payable $72,660 $11,717 $ -- $84,377
Notes payable 188,101 58,199 24,888 271,188
Accounts payable, accrued expenses
and other liabilities 10,631 10,631
Distributions payable to shareholders 8,130 8,130
279,522 69,916 24,888 374,326
Shareholders' equity:
Common stock, $1 par value
60,000,000 shares authorized,
41,703,785 shares issued and
outstanding (50,183,185 in pro forma) 41,704 8,479 50,183
Additional paid-in capital 302,981 105,950 408,931
Notes receivable from officer
shareholders (4,096) (4,096)
Distributions in excess of net income (84,509) (84,509)
Total shareholders' equity 256,080 114,429 370,509
$535,602 $184,345 $24,888 $744,835
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UNITED DOMINION REALTY TRUST, INC.
PRO FORMA CONDENSED STATEMENT OF OPERATIONS (UNAUDITED)
THREE MONTHS ENDED MARCH 31, 1994
(In thousands, except per share data)
ACQUISITIONS
PREVIOUSLY REPORTED
ON FORM 8-K ACQUISITIONS
DATED APRIL 15, 1994 PREVIOUSLY REPORTED PREVIOUSLY
AND FORM 8-K ON FORM 8-K PRO FORMA PRO FORMA
HISTORICAL DATED MAY 26, 1994 (2) DATED MAY 17, 1994 (3) ADJUSTMENTS ADJUSTMENTS PRO FORMA
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Income
Property operations:
Rental income $26,706 $8,693 $889 $36,288
Property expenses:
Utilities 2,712 817 40 3,569
Repairs and maintenance 3,716 1,414 113 5,243
Real estate taxes 1,802 632 63 2,497
Property management 921 427 36 (181) (4) 1,203
Other operating expenses 2,234 1,314 91 (139) (5) 3,500
Depreciation of real
estate owned 5,706 1,169 (6) 166 (7) 7,041
17,091 4,604 343 849 166 23,053
Income from property
operations 9,615 4,089 546 (849) (166) 13,235
Interest income 114 114
9,729 4,089 546 (849) (166) 13,349
Expenses
Interest 4,655 1,325 (6) 306 (8) 6,286
General and administrative 1,474 1,474
Other depreciation and
amortization 185 185
6,314 0 0 1,325 306 7,945
Income before gains (losses)
on investments and
extraordinary item 3,415 4,089 546 (2,174) (472) 5,404
Gains (losses) on sale of
investments
Net income $3,415 $4,089 $546 ($2,174) $(472) $5,404
Earnings per share $ .08 $ .11
Average shares outstanding 41,688 8,479 50,167
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UNITED DOMINION REALTY TRUST, INC.
PRO FORMA CONDENSED STATEMENT OF OPERATIONS (UNAUDITED)
FOR THE YEAR ENDED DECEMBER 31, 1993
(In thousands, except per share data)
ACQUISITIONS
PREVIOUSLY REPORTED
ON FORM 8-K ACQUISITIONS
DATED APRIL 15, 1994 PREVIOUSLY REPORTED PREVIOUSLY
AND FORM 8-K ON FORM 8-K PRO FORMA PRO FORMA
HISTORICAL DATED MAY 26, 1994 (2) DATED MAY 17, 1994 (3) ADJUSTMENTS ADJUSTMENTS PRO FORMA
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Income
Property operations:
Rental income $89,084 $35,389 $3,415 $127,888
Property expenses:
Utilities 7,838 2,867 148 10,853
Repairs and maintenance 13,950 5,423 423 19,796
Real estate taxes 5,777 2,576 249 8,602
Property management 2,782 1,722 138 3,923
Other operating expenses 7,512 5,401 364 (719) (4) 12,723
Depreciation of real (554) (5)
estate owned 19,764 5,372 (6) 663 (7) 25,799
57,623 17,989 1,322 4,099 663 81,696
Income from property
operations 31,461 17,400 2,093 (4,099) (663) 46,192
Interest income 708 708
32,169 17,400 2,093 (4,099) (663) 46,900
Expenses
Interest 16,938 5,614 (6) 1,225 (8) 23,777
General and administrative 3,349 3,349
Other depreciation and
amortization 596 596
20,883 5,614 1,225 27,722
Income before gains on sales
ofinvestments and
extraordinary items 11,286 17,400 2,093 (9,713) (1,888) 19,178
Gains (losses) on sale
of investments (89) (89)
Net income $11,197 $17,400 $2,093 $(9,713) ($1,888) $19,089
Earnings per share $ .29 $ .41
Average shares outstanding 38,202 8,479 46,681
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UNITED DOMINION REALTY TRUST, INC.
NOTES TO PRO FORMA CONDENSED FINANCIAL STATEMENTS (UNAUDITED)
1. To record the purchase of Walnut Creek Apartments, (the "Property"),
acquired after March 31, 1994, assuming that the acquisition was financed
with unsecured bank borrowings.
2. Amounts appearing under the column entitled "Acquisitions Previously
Reported on Form 8-K dated April 15, 1994 and Form 8-K dated May 26,
1994" give effect to significant acquisitions that have been previously
reported to the Securities and Exchange Commission by the Trust on Forms
8-K dated April 15, 1994 and Form 8-K dated May 26, 1994. The Form 8-K
dated May 26, 1994, included the combined audited Statements of Rental
Operations for the year ended December 31, 1993 and the combined
unaudited Statements of Rental Operations for the three months ended
March 31, 1994 for 21 apartment properties which were purchased on
July 1, 1994 and 4 apartment properties that will be purchased on
August 16, 1994.
3. To record historical results of the property for the year ended
December 31, 1993 and the three months ended March 31, 1994 as if the
property had been owned throughout each period presented.
4. To record the net decrease in property management fees for the
acquisitions previously reported to the Securities and Exchange
Commission on Form 8-K dated April 15, 1994 and Form 8-K dated May 26,
1994. The Trust internally manages its apartment properties at a cost
of approximately 3% of rental income.
5. To record the net decrease in insurance expense to reflect that the
Trust insures its apartments for approximately $107 per unit less than
the historical insurance expense of the Portfolio Acquisition
previously reported to the Securities and Exchange Commission on Form
8-K dated May 26, 1994.
6. To record depreciation and interest expense on the acquisitions
previously reported to the Securities and Exchange Commission on Form 8-K
dated April 15, 1994 and Form 8-K dated May 26, 1994.
7. To record depreciation based upon the allocation of the purchase price
depreciated over estimated useful lives between 15 and 35 years using the
straight line method.
8. To record interest expense on bank debt used to finance the acquisition
at assumed interest rates equal to market rates in effect at the time of
each respective acquisition.
CONSENT OF INDEPENDENT AUDITORS
The Board of Directors
United Dominion Realty Trust, Inc.:
We consent to the incorporation by reference in the previously filed
Registration Statement Form S-3 No. 33-40433, Registration Statement Form S-3
No. 33-32930, Registration Statement Form S-8 No. 33-47926 and Registration
Statement Form S-8 No. 33-48000 of United Dominion Realty Trust, Inc. of our
report dated June 24, 1994, with respect to the statement of rental operations
of Walnut Creek Apartments for the year ended December 31, 1993, included in
this Form 8-K/A, Amendment to Application or Report on Form 8-K dated May 17,
1994.
/s/ L. P. Martin & Company, P. C.
L. P. Martin & Company, P.C.
Certified Public Accountants
June 26, 1994
