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 September 1, 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: November 11, 1994
<PAGE>
Independent Auditors' Report
To the Owners of
Griffin Crossings Apartments
We have audited the accompanying statement of rental operations (as defined in
Note 2) of Griffin Crossings Apartments for the year ended December 31, 1993.
This financial statement is the responsibility of the management of Griffin
Crossings 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 Griffin
Crossings 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 Griffin
Crossings 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
September 27, 1994
<PAGE>
GRIFFIN CROSSINGS APARTMENTS
STATEMENT OF RENTAL OPERATIONS
YEAR ENDED DECEMBER 31, 1993
REVENUES FROM RENTAL PROPERTY $1,488,130
RENTAL PROPERTY EXPENSES:
Real Estate Taxes 104,937
Repairs and Maintenance 194,990
Utilities 85,520
Property Management Fees (Note 3) 75,292
Other Operating Expenses 223,156
TOTAL RENTAL PROPERTY EXPENSES 683,895
INCOME FROM RENTAL OPERATIONS $ 804,235
The accompanying notes are an integral part of this statement.
<PAGE>
GRIFFIN CROSSINGS APARTMENTS
NOTES TO THE STATEMENT OF RENTAL OPERATIONS
YEAR ENDED DECEMBER 31, 1993
NOTE 1 - BASIS OF PRESENTATION
Griffin Crossings Apartments (The Property) consists of a 272 unit garden style
residential apartment community located in Griffin, Georgia, together with the
existing leases. The assets that comprise the Property have been held as an
investment of McIntosh Associates, a Georgia general partnership (the owner),
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 Focus Management, Inc.
(formerly Tempo Management, Inc.), an affiliate of the owner of the property.
Fees for such services were 5% 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 June 8, 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.
<PAGE>
Independent Auditors' Report
To the Owners of
Clear Run Apartments
We have audited the accompanying statement of rental operations (as defined in
Note 2) of Clear Run Apartments for the year ended December 31, 1993. This
financial statement is the responsibility of the management of Clear Run
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 Clear Run
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 Clear
Run 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
September 27, 1994
<PAGE>
CLEAR RUN APARTMENTS
STATEMENT OF RENTAL OPERATIONS
YEAR ENDED DECEMBER 31, 1993
REVENUES FROM RENTAL PROPERTY $1,393,598
RENTAL PROPERTY EXPENSES:
Real Estate Taxes 107,071
Repairs and Maintenance 158,840
Utilities 83,652
Property Management Fees (Note 3) 84,240
Other Operating Expenses 121,215
TOTAL RENTAL PROPERTY EXPENSES 555,018
INCOME FROM RENTAL OPERATIONS $ 838,580
The accompanying notes are an integral part of this statement.
<PAGE>
CLEAR RUN APARTMENTS
NOTES TO THE STATEMENT OF RENTAL OPERATIONS
YEAR ENDED DECEMBER 31, 1993
NOTE 1 - BASIS OF PRESENTATION
Clear Run Apartments (The Property) consists of a 228 unit garden style
residential apartment community located in Wilmington, North Carolina together
with the existing leases. The assets that comprise the Property have been held
as an investment of Clear Run Apartment Properties Limited Partnership, a North
Carolina limited partnership (the owner), 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 Harbour Associates of
Wilmington, Inc., an affiliate of the owner of the property. Fees for such
services were 6% of gross receipts from operations, as defined in the property
management agreement.
NOTE 4 - SALE OF PROPERTY
The property was sold to UDRT of North Carolina, L. L. C., a wholly owned
subsidiary of United Dominion Realty Trust, Inc. on July 22, 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.
<PAGE>
Independent Auditors' Report
To the Owners of
Regatta Shores Apartments
We have audited the accompanying statement of rental operations (as defined in
Note 2) of Regatta Shores Apartments for the year ended December 31, 1993. This
financial statement is the responsibility of the management of Regatta Shores
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 Regatta Shores
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 Regatta
Shores 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
September 20, 1994
<PAGE>
REGATTA SHORES APARTMENTS
STATEMENT OF RENTAL OPERATIONS
YEAR ENDED DECEMBER 31, 1993
REVENUES FROM RENTAL PROPERTY $1,272,259
RENTAL PROPERTY EXPENSES:
Real Estate Taxes 149,276
Repairs and Maintenance 199,071
Utilities 87,345
Property Management Fees (Note 3) 58,680
Other Operating Expenses 192,461
TOTAL RENTAL PROPERTY EXPENSES 686,833
INCOME FROM RENTAL OPERATIONS $ 585,426
The accompanying notes are an integral part of this statement.
<PAGE>
REGATTA SHORES APARTMENTS
NOTES TO THE STATEMENT OF RENTAL OPERATIONS
YEAR ENDED DECEMBER 31, 1993
NOTE 1 - BASIS OF PRESENTATION
Regatta Shores Apartments (The Property) consists of a 256 unit garden style
residential apartment community located in Sanford, Florida together with the
existing leases. The assets that comprise the Property have been held as an
investment of Regatta Partners, Ltd., a Florida limited partnership (the
owner), 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 FRM Properties Inc., an
affiliate of the owner of the property. Fees for such services were 5% 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 June 30, 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.
<PAGE>
Independent Auditors' Report
To the Owners of
Hampton Greene Apartments
We have audited the accompanying statement of rental operations (as defined in
Note 2) of Hampton Greene Apartments for the year ended December 31, 1993. This
financial statement is the responsibility of the management of Hampton Greene
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 Hampton Greene
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 Hampton
Greene 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
September 29, 1994
<PAGE>
HAMPTON GREENE APARTMENTS
STATEMENT OF RENTAL OPERATIONS
YEAR ENDED DECEMBER 31, 1993
REVENUES FROM RENTAL PROPERTY $1,623,674
RENTAL PROPERTY EXPENSES:
Real Estate Taxes 165,365
Repairs and Maintenance 185,121
Utilities 85,801
Property Management Fees (Note 3) 78,010
Other Operating Expenses 203,762
TOTAL RENTAL PROPERTY EXPENSES 718,059
INCOME FROM RENTAL OPERATIONS $ 905,615
The accompanying notes are an integral part of this statement.
<PAGE>
HAMPTON GREENE APARTMENTS
NOTES TO THE STATEMENT OF RENTAL OPERATIONS
YEAR ENDED DECEMBER 31, 1993
NOTE 1 - BASIS OF PRESENTATION
Hampton Greene Apartments (The Property) consists of a 304 unit garden style
residential apartment community located in Columbia, South Carolina, together
with the existing leases. The assets that comprise the Property have been held
as an investment of Gills Creek Parkway Associates, L.P., a South Carolina
limited partnership (the owner), 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 Trammell Crow Residential
(January 1 to September 30, 1993) and R.S. Warren & Associates, Inc. (October 1
to December 31, 1994). Fees for such services were 5% and 4.5%, respectively,
of gross receipts from operations, as defined in the property management
agreements.
NOTE 4 - SALE OF PROPERTY
The property was sold to United Dominion Realty Trust, Inc. on August 19, 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.
<PAGE>
Independent Auditors' Report
To the Owners of
Santa Barbara Landings Apartments
We have audited the accompanying statement of rental operations (as defined in
Note 2) of Santa Barbara Landings Apartments for the year ended December 31,
1993. This financial statement is the responsibility of the management of Santa
Barbara Landings 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 Santa Barbara
Landings 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 Santa
Barbara Landings 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
November 2, 1994
<PAGE>
SANTA BARBARA LANDINGS APARTMENTS
STATEMENT OF RENTAL OPERATIONS
YEAR ENDED DECEMBER 31, 1993
REVENUES FROM RENTAL PROPERTY $ 1,464,924
RENTAL PROPERTY EXPENSES:
Real Estate Taxes 103,344
Repairs and Maintenance 292,674
Utilities 141,619
Property Management Fees (Note 3) 38,953
Other Operating Expenses 210,211
TOTAL RENTAL PROPERTY EXPENSES 786,801
INCOME FROM RENTAL OPERATIONS $ 678,123
The accompanying notes are an integral part of this statement.
<PAGE>
SANTA BARBARA LANDINGS APARTMENTS
NOTES TO THE STATEMENT OF RENTAL OPERATIONS
YEAR ENDED DECEMBER 31, 1993
NOTE 1 - BASIS OF PRESENTATION
Santa Barbara Landings Apartments (The Property) consists of a 248 unit garden
style residential apartment community located in Naples, Florida together with
the existing leases. The assets that comprise the Property have been held as an
investment of Santa Barbara Landings Partners, a Florida general partnership
(the owner), 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 North American Properties of
South Florida, Inc., an affiliate of the owner of the property. Fees for such
services were 1% of gross receipts from operations, in addition to monthly
charges for accounting services and expense reimbursements.
NOTE 4 - SALE OF PROPERTY
The property was sold to United Dominion Realty Trust, Inc. on September 1,
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.
<PAGE>
Report of Independent Auditors
To the Board of Directors
United Dominion Realty Trust, Inc.
10 South Sixth Street, Suite 203
Richmond, VA 23219-3802
We have audited the accompanying statement of rental operations of Alexander
Glen Apartments, as defined in Note 2, for the year ended December 31, 1993.
This statement is the responsibility of the management of Alexander Glen
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 statement is free of material misstatement. An audit
includes examining, on a test basis, evidence supporting the amounts and
disclosures in the statement. An audit also includes assessing the basis of
accounting used and the significant estimates made by management, as well as
evaluating the overall presentation of the statement. We believe that our audit
provides a reasonable basis for our opinion.
The accompanying statement was prepared for the purpose of complying with the
rules and regulations of the Securities and Exchange Commission for inclusion on
a Current Report on Form 8-K of United Dominion Realty Trust as described in
Note 1 and is not intended to be a complete presentation of the gross income and
direct operating expenses.
In our opinion, based on our audit the statement referred to above presents
fairly, in all material respects, the gross income and direct operating expenses
described in Note 2 of Alexander Glen Apartments for the year ended December 31,
1993, in conformity with generally accepted accounting principles.
/s/ALLOY, SILVERSTEIN, SHAPIRO, ADAMS, MULFORD & CO.
ALLOY, SILVERSTEIN, SHAPIRO, ADAMS, MULFORD & CO.
August 18, 1994
<PAGE>
ALEXANDER GLEN APARTMENTS
STATEMENT OF RENTAL OPERATIONS
YEAR ENDED DECEMBER 31, 1993
REVENUES FROM RENTAL PROPERTY $958,644
RENTAL PROPERTY EXPENSES
Real Estate Taxes $86,799
Repairs and Maintenance 92,934
Utilities, Water and Sewer 50,583
Property Management Fees 48,508
Other Operating Expenses 116,605
TOTAL RENTAL PROPERTY EXPENSES 395,429
INCOME FROM RENTAL OPERATIONS $563,215
The accompanying notes are an integral part of this statement.
<PAGE>
ALEXANDER GLEN APARTMENTS
NOTES TO STATEMENT OF RENTAL OPERATIONS
YEAR ENDED DECEMBER 31, 1993
1. Basis of Presentation
The Alexander Glen Apartments consist of a residential apartment property
together with the existing leases and property management agreement. The
property is located in Charlotte, North Carolina and contains 148 residential
units. The assets that comprise the property have been held as an investment
of a partnership affiliated with Clover Financial Corporation throughout the
year ended December 31, 1993. The accompanying financial statement presents
the results of the rental operations of the property.
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 and mortgage interest expense 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 were expensed as incurred, while significant
improvements, renovations and replacements were capitalized.
3. Property Management Fees
Property management services were provided through an affiliate of Clover
Financial Corporation. Fees for such services were 5% of gross receipts from
operations as defined in the property management agreement.
<PAGE>
UNITED DOMINION REALTY TRUST, INC.
CERTAIN PROPERTIES ACQUIRED
SUMMARY OF REVENUES AND CERTAIN RENTAL EXPENSES
FOR THE YEAR ENDED DECEMBER 31, 1993
Rental income $8,201,229
Rental expenses (excluding depreciation):
Utilities $ 534,520
Repairs and maintenance 1,123,630
Real estate taxes 716,792
Property management 383,683
Other rental expenses 1,067,410 3,826,035
Excess of revenues over certain rental expenses $4,375,194
CERTAIN PROPERTIES ACQUIRED
COMBINED SUMMARY OF REVENUES AND CERTAIN RENTAL EXPENSES
FOR THE SIX MONTHS ENDED JUNE 30, 1994
Rental income $4,029,498
Rental expenses (excluding depreciation):
Utilities $259,508
Repairs 516,310
Real estate taxes 345,285
Property management 184,166
Other rental expenses 482,034 1,787,303
Excess of revenues over certain rental expenses $2,242,195
<PAGE>
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 Griffin Crossing Apartments, Regatta Shores Apartments,
Clear Run Apartments, Alexander Glen Apartments, Hampton Greene Apartments
and Santa Barbara Landing Apartments (the "Properties") for the year ended
December 31, 1993 based upon the audited statement of rental operations of
the properties appearing elsewhere herein and for the six month period ended
June 30, 1994 based upon the unaudited combined statements of rental
operations of the properties through the date on which it was acquired.
During 1993 and a portion of 1994, the properties were 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 properties, 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.
<PAGE>
UNITED DOMINION REALTY TRUST, INC.
PRO FORMA CONDENSED FINANCIAL STATEMENTS (UNAUDITED)
The following pro forma balance sheet at June 30, 1994 gives effect
to the acquisition by the Trust of four apartment complexes purchased between
July 22, 1994 and September 1, 1994 as if those transactions were consummated
on or before June 30, 1994. Griffin Crossing Apartments and Regatta Shores
apartments were purchased prior to June 30, 1994, and therefore, are included
in the Trust's historical June 30, 1994 balance sheet. Griffin Crossing
Apartments located in Griffin, Georgia was purchased from McIntosh Associates,
an affiliate of Focus Group in Atlanta on June 8, 1994. Regatta Shores
Apartments located in Sanford, Florida was purchased from Regatta Partners,
Ltd., a Florida limited partnership on June 30, 1994. Clear Run Apartments
located in Wilmington, North Carolina, was purchased from Clear Run
Apartment Properties on July 22, 1994. Alexander Glen Apartments located in
Charlotte, North Carolina, was purchased from Alexander Glen Limited
Partnership, a New Jersey limited partnership on August 16, 1994. Hampton
Greene Apartments located in Columbia, South Carolina, was purchased from Gills
Green Parkway Associates, a limited partnership on August 20, 1994. Santa
Barbara Landing Apartments located in Naples, Florida was purchased from
Santa Barbara Landings Partners, a Florida general partnership on September
1, 1994.
The pro forma condensed statements of operations for the year ended
December 31, 1993 and the six months ended June 30, 1994 assume the
acquisition of the properties 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
June 30, 1994 and the six months then ended (included in the Trust's Form 10-Q
for the period ended June 30, 1994 and accompanying notes).
<PAGE>
UNITED DOMINION REALTY TRUST, INC.
PRO FORMA BALANCE SHEET
JUNE 30, 1994
(UNAUDITED)
(IN THOUSANDS OF DOLLARS, EXCEPT SHARE DATA)
<TABLE>
<CAPTION>
ACQUISITIONS
PREVIOUSLY
REPORTED ON
FORM 8-K DATED
MAY 26, 1994 PRO
(PORTFOLIO FORMA PRO
HISTORICAL ACQUISITION) (2) ADJUSTMENTS (1) FORMA
<S> <C> <C> <C> <C>
BALANCE SHEET
ASSETS
Real estate owned
Apartments....................................... $604,436 $164,807 $ 37,278 $806,521
Shopping centers................................. 74,614 74,614
Office and industrial............................ 4,595 4,595
683,645 164,807 37,278 885,730
Less accumulated depreciation.................... 103,464 103,464
580,181 164,807 37,278 782,266
Cash and cash equivalents.......................... 85,994 (80,000) 5,994
Other assets....................................... 16,252 (6,258) 9,994
$682,427 $ 78,549 $ 37,278 $798,254
LIABILITIES AND SHAREHOLDERS' EQUITY
Mortgage notes payable............................. $ 95,834 $ 11,696 $ 18,951 $126,481
Notes payable...................................... 202,761 59,444 18,327 280,532
Accounts payable, accrued expenses and other....... 11,623 274 11,897
Tenants' deposits and rents paid in advance........ 3,999 665 4,664
Distributions payable to shareholders.............. 9,744 9,744
323,961 72,079 37,278 433,318
Shareholders' equity:
Common stock, $1 par value; 60,000,000 shares
authorized 49,723,912 shares issued and outstanding
(50,203,312 in pro forma) ....................... 49,724 479 50,203
Preferred stock, 25,000,000 shares authorized,
no shares outstanding............................ -- -- --
Additional paid in capital ...................... 403,109 5,991 409,100
Notes receivable from officer shareholders....... (4,090) (4,090)
Distributions in excess of earnings.............. (90,277) (90,277)
Total shareholders equity........................ 358,466 6,470 0 364,936
$682,427 $ 78,549 37,278 $798,254
</TABLE>
2
<PAGE>
UNITED DOMINION REALTY TRUST, INC.
PRO FORMA CONDENSED STATEMENT OF OPERATIONS
SIX MONTHS ENDED JUNE 30, 1994
(Unaudited)
(In thousands, except per share data)
<TABLE>
<CAPTION>
ACQUISITIONS
PREVIOUSLY
REPORTED ON
FORM 8-K DATED ACQUISITIONS
MAY 17, 1994 AND REPORTED ON PREVIOUS
FORM 8-K DATED FORM 8-K DATED PRO FORMA PRO FORMA PRO
HISTORICAL MAY 26, 1994(3) SEPTEMBER 1, 1994 (4) ADJUSTMENTS ADJUSTMENTS FORMA
<S> <C> <C> <C> <C> <C> <C>
Income
Property operations:
Rental income $56,379 $16,831 $4,029 $77,239
Property expenses:
Utilities 4,856 1,453 260 6,589
Repairs and maintenance 8,441 2,955 516 11,912
Real estate taxes 3,864 1,191 345 5,400
Property management 1,808 816 184 ($239)(5) 2,569
Other operating expenses 4,854 2,406 482 (277)(6) 7,465
Depreciation of real
estate owned 12,020 2,509 (7) 845(9) 15,374
35,843 8,821 1,787 1,993 845 49,289
Income from property
operations 20,536 8,010 2,242 (1,993) (845) 27,950
Interest income 386 (89)(8) (7)(10) 290
20,922 8,010 2,242 (2,082) (852) 28,240
Expenses
Interest 10,474 3,524 (7) 1,694(11) 15,692
General and administrative 2,595 2,595
Other depreciation and
amortization 371 371
13,440 0 0 3,524 1,694 18,658
Income before gains (losses)
on investments and
extraordinary item 7,482 8,010 2,242 (5,606) (2,546) 9,582
Gains (losses) on sale of
investments
Income before extraordinary
item 7,482 8,010 2,242 (5,606) (2,546) 9,582
Extraordinary item-early
extinguishment of debt (89) (89)
Net income $7,393 $8,010 $2,242 ($5,606) ($2,546) $9,493
Net Income per share $ 0.18 $ 0.19
Distributions declared per
share $ 0.39 $ 0.39
Weighted Average shares
outstanding 42,100 7,617 49,717
</TABLE>
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<TABLE>
UNITED DOMINION REALTY TRUST, INC
PRO FORMA CONDENSED STATEMENT OF OPERATIONS
FOR THE YEAR ENDED DECEMBER 31, 1993
(Unaudited)
(In thousands, except per share data)
<CAPTION>
ACQUISITIONS
PREVIOUSLY REPORTED
REPORTED ON
FORM 8-K DATED ACQUISITIONS PREVIOUS
APRIL 15, 1994 REPORTED ON PRO PRO
FORM 8-K DATED FORM 8-K DATED FORMA FORMA PRO
HISTORICAL MAY 26, 1994 (3) SEPTEMBER 1, 1994(4) ADJUSTMENTS ADJUSTMENTS FORMA
<S> <C> <C> <C> <C> <C> <C>
Income
Property operations:
Rental income $89,084 $38,804 $8,201 $136,089
Property expenses:
Utilities 7,838 3,016 535 11,389
Repairs and maintenance 13,950 5,846 1,123 20,919
Real estate taxes 5,777 2,825 717 9,319
Property management 2,782 1,859 384 ($528)(5) 4,497
Other operating expenses 7,512 5,764 1,067 (554)(6) 13,789
Depreciation of real
estate owned 19,764 6,337 (7) 1,479(9) 27,580
57,623 19,310 3,826 5,255 1,479 87,493
Income from property
operations 31,461 19,494 4,375 (5,255) (1,479) 48,596
Interest income 708 708
32,169 19,494 4,375 (5,255) (1,479) 49,304
Expenses
Interest 16,938 8,442 (7) 2,851(11) 28,231
General and administrative 3,349 3,349
Other depreciation and
amortization 596 596
20,883 8,442 2,851(11) 32,176
Income before gains on sales
ofinvestments and
extraordinary items 11,286 19,494 4,375 (13,697) (4,330) 17,128
Gains (losses) on sale
of investments (89) (89)
Net income $11,197 $19,494 $4,375 $(13,507) (4,330) $17,039
Net Income per share $ 0.29 $ 0.37
Distributions declared per
share $ 0.70 $ 0.70
Weighted Average shares
outstanding 38,202 8,479 46,681
</TABLE>
<PAGE>
UNITED DOMINION REALTY TRUST, INC.
NOTES TO PRO FORMA CONDENSED FINANCIAL STATEMENTS (UNAUDITED)
1. To record the purchase of Clear Run Apartment, Alexander Glen
Apartments, Hampton Greene Apartments and Santa Barbara Landing
Apartments, acquired after June 30, 1994, assuming that the acquisitions
were financed with unsecured bank borrowings and mortgage notes payable.
Griffin Crossing Apartments and Regatta Shores Apartments were acquired
prior to or on June 30, 1994 and are therefore included in the Trust's
historical balance sheet.
2. Amounts appearing under the column entitled "Acquisitions Previously
Reported on 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 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 Portfolio Acquisition (On April 1, 1994, the
Trust signed 25 separate contracts to acquire a portfolio of 25 apartment
communities, locate dprimarily in the Southeast, in separate but related
transactions from certain affiliates of Clover Financial corporation, a
New Jersey Corporation for $162.9 million) which includes 21
apartment properties which were purchased on July 1, 1994, 3 apartment
properties which were purchased on August 16, 1994 and one apartment
property which was purchased on November 1, 1994.
3. Amounts appearing under the column entitled "Acquisitions Previously
Reported on Form 8-K dated April 15, 1994, Form 8-K dated May 17, 1994
and Form 8-K dated May 26, 1994" give affect 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, May 17, 1994
and May 26, 1994.
4. To record historical results of the properties for the year ended
December 31, 1993 and the six months ended June 30, 1994 as if the
properties had been owned throughout each year.
5. 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, Form 8-K dated May 17, 1994
and Form 8-K dated May 26, 1994. The Trust internally manages its
apartment properties at a cost of approximately 3.5% of rental income.
6. 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.
7. 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, Form 8-K dated May 17, 1994 and Form 8-K dated
May 26, 1994.
<PAGE>
8. Reflects the reduction of interest income associated with the use of
short-term investments to acquire the Portfolio Acquisition (as previously
reported on Form 8-K dated May 26, 1994) at assumed interest rates in
effect at the time of the acquisition.
9. 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.
10. Reflects the reduction of interest income associated with he use of
short-term investments to acquire the properties at assumed interest rates
in effect at the time of each respective acquisition. For the six
months ended June 30, 1994, such acquisitions consist of Regatta Shores
Apartments.
11. To record interest expense on bank debt and mortgage notes payable
used to finance the acquisition at assumed interest rates equal to
market rates in effect at the time of each respective acquisition.
<PAGE>
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 September 20, 1994, with respect to the statement of rental
operations of Regatta Shores 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 September 1, 1994.
/s/L. P. Martin & Company, P.C.
L. P. Martin & Company, P.C.
Certified Public Accountants
October 7, 1994
<PAGE>
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 September 27, 1994, with respect to the statement of rental
operations of Clear Run 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 September 1, 1994.
/s/L. P. Martin & Company, P.C.
L. P. Martin & Company, P.C.
Certified Public Accountants
October 7, 1994
<PAGE>
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 September 29, 1994, with respect to the statement of rental
operations of Hampton Greene 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 September 1, 1994.
/s/L. P. Martin & Company, P.C.
L. P. Martin & Company, P.C.
Certified Public Accountants
October 7, 1994
<PAGE>
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 September 27, 1994, with respect to the statement of rental
operations of Griffin Crossings 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 September 1, 1994.
/s/L. P. Martin & Company, P.C.
L. P. Martin & Company, P.C.
Certified Public Accountants
October 7, 1994
<PAGE>
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 November 2, 1994, with respect to the statement of rental
operations of Santa Barbara Landings 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 September 1, 1994.
/s/L.P. Martin & Company, P.C.
L.P. Martin & Company, P.C.
Certified Public Accountants
November 3, 1994
<PAGE>
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 August 18, 1994 with respect to the Statement of Rental Operations
of Alexander Glen Apartments the year ended December 31, 1993 included in this
Form 8-K dated September 1, 1994.
/s/ALLOY, SILVERSTEIN, SHAPIRO, ADAMS, MULFORD & CO.
ALLOY, SILVERSTEIN, SHAPIRO, ADAMS, MULFORD & CO.
Certified Public Accountants
October 31, 1994
