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. 2
The undersigned registrant hereby amends its Current Report on Form 8-K dated
December 22, 1993 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
(24) 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: February 18, 1994
INDEPENDENT AUDITORS' REPORT
United Dominion Realty Trust, Inc.
Richmond, Virginia
We have audited the accompanying statement of rental operations (as defined in
Note 2) of The Village at Old Tampa Bay Apartments for the year ended December
31, 1992. This financial statement is the responsibility of the management of
The Village at Old Tampa Bay 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 statement is free of material
misstatement. An audit includes examining, on a test basis, evidence
supporting the amounts and disclosures in the financial statement. 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 Cur-
rent 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 The Village at Old
Tampa Bay Apartments' revenues and expenses.
In our opinion, the financial statement referred to above presents fairly, in
all material respects, the income and operating expenses, as described in
Note 2, of The Village at Old Tampa Bay Apartments for the year ended December
31, 1992 in conformity with generally accepted accounting principles.
/s/ AHEARN, JASCO + COMPANY
______________________________________
AHEARN, JASCO + COMPANY
Certified Public Accountants
Pompano Beach, Florida
January 11, 1994
THE VILLAGE AT OLD TAMPA BAY APARTMENTS
STATEMENT OF RENTAL OPERATIONS
FOR THE YEAR ENDED DECEMBER 31, 1992
REVENUES FROM RENTAL PROPERTY $ 1,744,377
RENTAL PROPERTY EXPENSES:
Real estate taxes 234,749
Repairs and maintenance 414,854
Utilities 230,579
Property management fees 65,402
Other operating expenses 253,919
TOTAL RENTAL PROPERTY EXPENSES 1,199,503
INCOME FROM RENTAL OPERATIONS $ 544,874
The accompanying notes should be read with this financial statement.
THE VILLAGE AT OLD TAMPA BAY APARTMENTS
NOTES TO THE STATEMENT OF RENTAL OPERATIONS
FOR THE YEAR ENDED DECEMBER 31, 1992
NOTE 1 - BASIS OF PRESENTATION
The Village at Old Tampa Bay Apartments (the Property) consists of a 408
unit residential rental apartment complex located in Oldmar, Florida (Tampa),
together with the existing leases. The assets that comprise the Property
have been held as an investment of Old Tampa Village, Inc., a Florida general
corporation (the Owner), throughout the year ended December 31, 1992. 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 signifi-
cant improvements, renovations and replacements are capitalized.
NOTE 3 - MANAGEMENT FEES
A management company operates, leases, and manages the apartment complex
under a management agreement. The agreement shall remain in effect until
terminated by either party. The management fee consists of 4% of gross re-
ceipts (excluding tenant security deposits and interest income). Total
management fees paid to the management company were $65,402 for the year
ended December 31, 1992.
NOTE 4 - SALE OF PROPERTY
The property was sold to United Dominion Realty Trust, Inc. on December
8, 1993. This statement of rental operations has been prepared to be in-
cluded in a Current Report on Form 8-K to be filed by United Dominion Realty
Trust, Inc.
Independent Auditors' Report
To the Owners of
Peppertree Apartments
We have audited the accompanying statement of rental operations
(as defined in Note 2) of Peppertree Apartments for the year
ended December 31, 1992. This financial statement is the
responsibility of the management of Peppertree 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 Peppertree 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 Peppertree Apartments for the year ended
December 31, 1992, in conformity with generally accepted
accounting principles.
/s/ L.P. Martin & Company, P.C.
January 25, 1994
PEPPERTREE APARTMENTS
STATEMENT OF RENTAL OPERATIONS
YEAR ENDED DECEMBER 31, 1992
(See Note 2)
REVENUES FROM RENTAL PROPERTY $1,475,925
RENTAL PROPERTY EXPENSES:
Real Estate Taxes 119,531
Repairs and Maintenance 260,076
Utilities 70,587
Property Management
Fees (Note 3) 67,175
Other Operating Expenses 206,920
TOTAL RENTAL PROPERTY EXPENSES 724,289
INCOME FROM RENTAL OPERATIONS $751,636
The accompanying notes are an integral part of this statement.
PEPPERTREE APARTMENTS
NOTES TO THE STATEMENT OF RENTAL OPERATIONS
YEAR ENDED DECEMBER 31, 1992
NOTE 1 - BASIS OF PRESENTATION
Peppertree Apartments (The Property) consists of a 292 unit
garden style and townhouse residential apartment community
located in Charlotte, North Carolina, together with the
existing leases. The assets that comprise the Property have been
held as an investment of The Prudential Insurance Company of
America, a New Jersey corporation (the owner), throughout the
year ended December 31, 1992. 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 Insignia
Management Group. Fees for such services were 4.5% 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
December 14, 1993. 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.
Independent Auditors' Report
To the Owners of
Beechwood Apartments
We have audited the accompanying statement of rental operations
(as defined in Note 2) of Beechwood Apartments for the year
ended December 31, 1992. This financial statement is the
responsibility of the management of Beechwood 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 Beechwood 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 Beechwood Apartments for the year ended
December 31, 1992, in conformity with generally accepted
accounting principles.
/s/ L.P. Martin & Company, P.C.
January 27, 1994
BEECHWOOD APARTMENTS
STATEMENT OF RENTAL OPERATIONS
YEAR ENDED DECEMBER 31, 1992
(See Note 2)
REVENUES FROM RENTAL PROPERTY $ 1,144,195
RENTAL PROPERTY EXPENSES:
Real Estate Taxes 96,837
Repairs and Maintenance 116,543
Utilities 39,203
Property Management Fees
(Note 3) 52,101
Other Operating Expenses 173,822
TOTAL RENTAL PROPERTY EXPENSES 478,506
INCOME FROM RENTAL OPERATIONS $ 665,689
The accompanying notes are an integral part of this statement.
BEECHWOOD APARTMENTS
NOTES TO THE STATEMENT OF RENTAL OPERATIONS
YEAR ENDED DECEMBER 31, 1992
NOTE 1 - BASIS OF PRESENTATION
Beechwood Apartments (The Property) consists of a 208 unit
garden style residential apartment community located in
Greensboro, North Carolina, together with the existing leases.
The assets that comprise the Property were held as an investment
of Wellsford Residential Property Trust, a Maryland real estate
trust (the owner), as of December 31, 1992. 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 Anterra
Management Corporation. Fees for such services were 4.5% 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
December 22, 1993. 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.
UNITED DOMINION REALTY TRUST, INC.
CERTAIN PROPERTIES ACQUIRED
COMBINED SUMMARY OF REVENUES AND CERTAIN RENTAL EXPENSES
FOR THE YEAR ENDED DECEMBER 31, 1992
Rental income $4,364,497
Rental expenses (excluding depreciation):
Utilities $340,369
Repairs and maintenance 791,473
Real estate taxes 451,117
Property management 184,678
Other rental expenses 634,661 2,402,298
Excess of revenues over certain rental expenses $1,962,199
CERTAIN PROPERTIES ACQUIRED
COMBINED SUMMARY OF REVENUES AND CERTAIN RENTAL EXPENSES
FOR THE NINE MONTHS ENDED SEPTEMBER 30, 1993
Rental income $3,414,524
Rental expenses (excluding depreciation):
Utilities $263,822
Repairs 586,023
Real estate taxes 350,524
Property management 141,272
Other rental expenses 533,848 1,875,489
Excess of revenues over certain rental expenses $1,539,035
NOTES TO COMBINED SUMMARY OF REVENUES
AND CERTAIN RENTAL EXPENSES
The combined summaries of revenues and certain rental
expenses reflect the combined operations of The Village at
Old Tampa Bay Apartments, Peppertree Apartments and
Beechwood Apartments (the "properties") for the year ended
December 31, 1992 based upon the audited combined statements
of rental operations of the properties appearing elsewhere
herein and for the nine month period ended September 30,
1993 based upon the unaudited combined statements of rental
operations of the properties. During 1992 and a portion of
1993, the properties were owned and operated by entities
other than United Dominion Realty Trust, Inc. (the "Trust").
The summary has 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.
UNITED DOMINION REALTY TRUST, INC.
PRO FORMA CONDENSED FINANCIAL STATEMENTS (UNAUDITED)
The following balance sheet at September 30, 1993 gives
effect to the acquisition by the Trust of three apartment
complexes purchased between December 8, 1993 and December
22, 1993. The Village at Old Tampa Bay Apartments, in
Oldsmar, Florida, was purchased from Old Tampa Village,
Inc., an affiliate of Citicorp North America, Inc.
Peppertree Apartments, in Charlotte, North Carolina, was
purchased from the Prudential Insurance Company of America.
Beechwood Apartments, in Greensboro, North Carolina, was
purchased from Wellsford Residential Property Trust, a Maryland
Real Estate Investment Trust.
The pro forma condensed statements of operations for
the year ended December 31, 1992 and the nine months ended
September 30, 1993 assume the acquisition of these three
properties as if they had occurred on January 1, 1992.
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 acquisitions
been completed on the dates 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, 1992 (included in the
Trust's Form 10-K for the year ended December 31, 1992) and
the unaudited financial statements as of September 30, 1993
and for the nine months then ended (included in the Trust's
Form 10-Q for the periods ended September 30, 1993) and the
accompanying notes.
UNITED DOMINION REALTY TRUST, INC.
PRO FORMA BALANCE SHEET (UNAUDITED)
SEPTEMBER 30, 1993
(In thousands, except share data)
PRO FORMA
HISTORICAL ADJUSTMENTS(1) PRO FORMA
ASSETS
Real estate owned, at cost:
Apartments $458,320 $29,248 $487,568
Shopping centers 74,494 74,494
Office and industrial buildings 4,581 4,581
537,395 29,248 566,643
Less accumulated depreciation 86,116 86,116
451,279 29,248 480,527
Cash and cash equivalents 21,498 21,498
Other assets 9,282 9,282
$482,059 $29,248 $511,307
LIABILITIES AND SHAREHOLDERS' EQUITY
Mortgage notes payable $73,046 $ - $73,046
Notes payable 127,966 29,248 157,214
Accounts payable, accrued expenses
and other liabilities 10,442 10,442
Distributions payable to
shareholders 7,260 7,260
218,714 29,248 247,962
Shareholders' equity:
Common stock, $1 par value
60,000,000 shares authorized,
41,466,891 shares issued and
outstanding 41,467 41,467
Additional paid-in capital 300,343 300,343
Notes receivable from officer
shareholders (2,538) (2,538)
Distributions in excess of net
income (75,927) (75,927)
Total shareholders' equity 263,345 263,345
$482,059 $29,248 $511,307
UNITED DOMINION REALTY TRUST, INC.
PRO FORMA CONDENSED STATEMENT OF OPERATIONS (UNAUDITED)
TWELVE MONTHS ENDED DECEMBER 31, 1992
(In thousands, except per share data)
<TABLE>
PREVIOUS
PRO FORMA PRO FORMA
HISTORICAL ADJUSTMENTS(2) ADJUSTMENTS PRO FORMA
<S> <C> <C> <C> <C>
Income
Property operations:
Rental revenues $63,202 $9,226(3) $4,364(3) $76,792
Operating expenses 26,503 4,660(3) 2,402(3) 33,565
Depreciation expense 15,732 1,210(6) 791(6) 17,733
Income from property
operations 20,967 3,356 1,171 25,494
Interest income 1,402 (607)(4) 795
22,369 2,749 1,171 26,289
Expenses
Interest 11,697 1,103(5) 1,042(5) 13,842
General and administrative 2,231 2,231
Other depreciation and
amortization 300 300
14,228 1,103 1,042 16,373
Income before gains on sales of
investments and
extraordinary items 8,141 1,646 129 9,916
Provision for possible
investment losses (1,564) (1,564)
Income before extraordinary
item 6,577 1,646 129 8,352
Extraordinary item-early
extinguishment of debt (242) (242)
Net income $6,335 $1,646 $129 $8,110
Earnings per share $ .18 $ .23
Average shares outstanding 34,604 34,604
Adjustments to determine funds
from operations:
Net income $6,335 $1,646 $129 $8,110
Depreciation and
amortizatio 16,032 1,210 791 18,033
Provision for possible
investment losses 1,564 - - 1,564
Other 254 - - 254
Funds from operations * $24,185 $2,856 $920 $27,961
<FN>
* Funds from operations is defined as income before gains (losses) on
investments and extraordinary items adjusted for certain non-cash items,
primarily real estate depreciation. The Trust considers funds from operations
in evaluating property acquisitions and its operating performance and believes
that funds from operations should be considered along with, but not as an
alternative to, net income and cash flows as a measure of the Trust's operating
performance and liquidity.
</TABLE>
<TABLE>
UNITED DOMINION REALTY TRUST, INC.
PRO FORMA STATEMENT OF OPERATIONS (UNAUDITED)
NINE MONTHS ENDED SEPTEMBER 30, 1993
(In thousands, except per share data)
PREVIOUS
PRO FORMA PRO FORMA
HISTORICAL ADJUSTMENTS (2) ADJUSTMENTS PRO FORMA
<S> <C> <C> <C> <C>
Income
Property operations:
Rental revenues $64,601 $3,621(3) $3,415(3) $71,637
Operating expenses 27,147 1,923(3) 1,875(3) 30,945
Depreciation expense 14,436 515(6) 594(6) 15,545
Income from property
operations 23,018 1,183 946 25,147
Interest income 497 (438)(4) 59
23,515 745 946 25,206
Expenses
Interest 12,681 221(5) 779(5) 13,681
General and administrative 2,566 2,566
Other depreciation and
amortization 406 406
15,653 221 779 16,653
Income before gains (losses) on
investments and extraordinary
item 7,862 524 167 8,553
Loss on sale of investment (89) - - (89)
Net income $7,773 $524 $167 $8,464
Earnings per share $ .21 $ .23
Average shares outstanding 37,080 37,080
Adjustments to determine funds
from operations:
Net income $7,773 $524 $167 $8,464
Depreciation and amortization 14,851 515 594 15,960
Loss on sale of investment 89 - - 89
Funds from operations * $22,713 $1,039 $761 $24,513
<FN>
* Funds from operations is defined as income before gains (losses) on
investments and extraordinary items adjusted for certain non-cash items,
primarily real estate depreciation. The Trust considers funds from operations
in evaluating property acquisitions and its operating performance and believes
that funds from operations should be considered along with, but not as an
alternative to, net income and cash flows as a measure of the Trust's operating
performance and liquidity.
</TABLE>
UNITED DOMINION REALTY TRUST, INC.
NOTES TO PRO FORMA CONDENSED FINANCIAL STATEMENTS (UNAUDITED)
1. To record the purchase of The Village at Old Tampa Bay
Apartments, Peppertree Apartments and Beechwood
Apartments (the "properties"), all acquired after
September 30, 1993, assuming that the three acquistions
were financed with unsecured bank borrowings.
2. Amounts appearing under the columns entitled "Previous
Pro Forma Adjustments" give effect to significant
acquisitions that have been previously reported to the
Securities and Exchange Commission by the Trust on
Forms 8-K/A dated July 29, 1993 and December 2, 1993.
3. To record historical results of the properties for the
year ended December 31, 1992 and the nine months ended
September 30, 1993 as if the properties had been owned
throughout each period presented.
4. To reduce assumed interest income on funds used to
acquire the properties at assumed interest rates equal
to market rates in effect at the time of each
respective acquisition.
5. To record interest expense on bank debt used to finance
the acquisitions at assumed interest rates equal to
market rates in effect at the time of each respective
acquisition.
6. 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.
CONSENT OF INDEPENDENT AUDITORS
The Board of Directors
United Dominion Realty Trust, Inc.
We consent to the incorporation by reference in the previously filed Registra-
tion 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
January 11, 1994, with respect to the statement of rental operations of The
Village at Old Tampa Bay Apartments for the year ended December 31, 1992,
included in this Form 8-K/A, Amendment to Application on Report on Form 8-K.
/s/ AHEARN, JASCO + COMPANY
____________________________________
AHEARN, JASCO + COMPANY
Certified Public Accountants
February 3, 1994
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 January
25, 1994, with respect to the statement of rental operations of
Peppertree Apartments for the year ended December 31, 1992,
included in this Form 8-K/A, Amendment to Application or Report
on Form 8-K dated December 22, 1993.
/s/ L.P. Martin & Company, P.C.
February 18, 1994
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 January
27, 1994, with respect to the statement of rental operations of
Beechwood Apartments for the year ended December 31, 1992,
included in this Form 8-K/A, Amendment to Application or Report
on Form 8-K dated December 22, 1993.
/s/ L.P. Martin & Company, P.C.
February 18, 1994
