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 October 14, 1994 by adding the Historical Summary of Revenues and
Certain Rental Expenses, the Estimates of Net Income 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: December 29, 1994
<PAGE>
(Letterhead of L.P. Martin & Company)
Independent Auditors' Report
To the Owners of
Copperfield Apartments
We have audited the accompanying statement of rental operations (as defined in
Note 2) of Copperfield Apartments for the year ended December 31, 1993. This
financial statement is the responsibility of the management of Copperfield
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
Copperfield 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 Copperfield 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 10, 1994
<PAGE>
COPPERFIELD APARTMENTS
STATEMENT OF RENTAL OPERATIONS
YEAR ENDED DECEMBER 31, 1993
REVENUES FROM RENTAL PROPERTY $ 3,141,725
RENTAL PROPERTY EXPENSES:
Real Estate Taxes 376,086
Repairs and Maintenance 411,301
Utilities 229,920
Property Management Fees 160,559
Other Operating Expenses 342,409
TOTAL RENTAL PROPERTY EXPENSES 1,520,275
INCOME FROM RENTAL OPERATIONS $ 1,621,450
The accompanying notes are an integral part of this statement.
<PAGE>
COPPERFIELD APARTMENTS
NOTES TO THE STATEMENT OF RENTAL OPERATIONS
YEAR ENDED DECEMBER 31, 1993
NOTE 1 - BASIS OF PRESENTATION
Copperfield Apartments (The Property) consists of a 352 unit luxury garden
style residential apartment community located in Coral Springs, Florida
together with the existing leases. The assets that comprise the Property have
been held as an investment of Copperfield Associates of Florida, 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 Holiday Management
Associates, Inc., an affiliate of the owner of the property. Fees for such
services were 5% of gross receipts from operations.
NOTE 4 - SALE OF PROPERTY
The property was sold to United Dominion Realty Trust, Inc. on September 21,
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>
(Letterhead of L.P. Martin & Company)
Independent Auditors' Report
To the Owners of
Mediterranean Village Apartments
We have audited the accompanying statement of rental operations (as defined in
Note 2) of Mediterranean Village Apartments for the year ended December 31,
1993. This financial statement is the responsibility of the management of
Mediterranean Village 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
Mediterranean Village 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 Mediterranean Village 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
December 2, 1994
<PAGE>
MEDITERRANEAN VILLAGE APARTMENTS
STATEMENT OF RENTAL OPERATIONS
YEAR ENDED DECEMBER 31, 1993
REVENUES FROM RENTAL PROPERTY $ 2,047,859
RENTAL PROPERTY EXPENSES:
Real Estate Taxes 223,668
Repairs and Maintenance 138,053
Utilities 88,624
Property Management Fees (Note 3) 92,500
Other Operating Expenses 260,120
TOTAL RENTAL PROPERTY EXPENSES 802,965
INCOME FROM RENTAL OPERATIONS $ 1,244,894
The accompanying notes are an integral part of this statement.
<PAGE>
MEDITERRANEAN VILLAGE APARTMENTS
NOTES TO THE STATEMENT OF RENTAL OPERATIONS
YEAR ENDED DECEMBER 31, 1993
NOTE 1 - BASIS OF PRESENTATION
Mediterranean Village Apartments (The Property) consists of a 252 unit garden
style residential apartment community located in Miami, Florida together with
the existing leases. The assets that comprise the Property have been held as
an investment of 252 Associates, a joint venture of A.E. Residential, Inc.,
and N.S. Residential, Inc., Florida corporations (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 American Equity Centers,
Inc., an affiliate of the owner of the property. Fees for such services were
4.5% of gross receipts from operations.
NOTE 4 - SALE OF PROPERTY
The property was sold to United Dominion Realty Trust, Inc. on September 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>
(Letterhead of L.P. Martin & Company)
Independent Auditors' Report
To the Owners of
Briar Club Apartments
We have audited the accompanying statement of rental operations (as defined in
Note 2) of Briar Club Apartments for the year ended December 31, 1993. This
financial statement is the responsibility of the management of Briar Club
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
Briar Club 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 Briar Club 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
December 9, 1994
<PAGE>
BRIAR CLUB APARTMENTS
STATEMENT OF RENTAL OPERATIONS
YEAR ENDED DECEMBER 31, 1993
REVENUES FROM RENTAL PROPERTY $ 1,302,395
RENTAL PROPERTY EXPENSES:
Real Estate Taxes 92,215
Repairs and Maintenance 167,274
Utilities 51,580
Property Management Fees (Note 3) 65,138
Other Operating Expenses 133,684
TOTAL RENTAL PROPERTY EXPENSES 509,891
INCOME FROM RENTAL OPERATIONS $ 792,504
The accompanying notes are an integral part of this statement.
<PAGE>
BRIAR CLUB APARTMENTS
NOTES TO THE STATEMENT OF RENTAL OPERATIONS
YEAR ENDED DECEMBER 31, 1993
NOTE 1 - BASIS OF PRESENTATION
Briar Club Apartments (The Property) consists of a 272 unit garden style
residential apartment community located in Memphis, Tennessee together with
the existing leases. The assets that comprise the Property have been held as
an investment of North South Briar Club Associates, a Tennessee 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 Tri-Star Management, Inc.,
an affiliate of the owner of the property. Fees for such services were 5% of
gross receipts from operations.
NOTE 4 - SALE OF PROPERTY
The property was sold to United Dominion Realty Trust, Inc. on October 14,
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>
(Letterhead of L.P. Martin & Company)
Independent Auditors' Report
To the Owners of
Covington Crossing Apartments
We have audited the accompanying statement of rental operations (as defined in
Note 2) of Covington Crossing Apartments for the year ended December 31, 1993.
This financial statement is the responsibility of the management of Covington
Crossing 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
Covington Crossing 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 Covington Crossing 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
December 9, 1994
<PAGE>
COVINGTON CROSSING APARTMENTS
STATEMENT OF RENTAL OPERATIONS
YEAR ENDED DECEMBER 31, 1993
REVENUES FROM RENTAL PROPERTY $ 1,013,857
RENTAL PROPERTY EXPENSES:
Real Estate Taxes 115,725
Repairs and Maintenance 181,919
Utilities 38,484
Property Management Fees (Note 3) 50,696
Other Operating Expenses 119,368
TOTAL RENTAL PROPERTY EXPENSES 506,192
INCOME FROM RENTAL OPERATIONS $ 507,665
The accompanying notes are an integral part of this statement.
<PAGE>
COVINGTON CROSSING APARTMENTS
NOTES TO THE STATEMENT OF RENTAL OPERATIONS
YEAR ENDED DECEMBER 31, 1993
NOTE 1 - BASIS OF PRESENTATION
Covington Crossing Apartments (The Property) consists of a 231 unit garden and
townhouse style residential apartment community located in Memphis, Tennessee
together with the existing leases. The assets that comprise the Property have
been held as an investment of P.L. Covington Associates, L.P., a Tennessee
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 Tri-Star Management, Inc.,
an affiliate of the owner of the property. Fees for such services were 5% of
gross receipts from operations.
NOTE 4 - SALE OF PROPERTY
The property was sold to United Dominion Realty Trust, Inc. on October 14,
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>
(Letterhead of L.P. Martin & Company)
Independent Auditors' Report
To the Owners of
Hunters Trace Apartments
We have audited the accompanying statement of rental operations (as defined in
Note 2) of Hunters Trace Apartments for the year ended December 31, 1993.
This financial statement is the responsibility of the management of Hunters
Trace 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
Hunters Trace 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 Hunters Trace 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
December 9, 1994
<PAGE>
HUNTERS TRACE APARTMENTS
STATEMENT OF RENTAL OPERATIONS
YEAR ENDED DECEMBER 31, 1993
REVENUES FROM RENTAL PROPERTY $ 1,071,841
RENTAL PROPERTY EXPENSES:
Real Estate Taxes 138,476
Repairs and Maintenance 119,845
Utilities 31,295
Property Management Fees (Note 3) 56,100
Other Operating Expenses 100,444
TOTAL RENTAL PROPERTY EXPENSES 446,160
INCOME FROM RENTAL OPERATIONS $ 625,681
The accompanying notes are an integral part of this statement.
<PAGE>
HUNTERS TRACE APARTMENTS
NOTES TO THE STATEMENT OF RENTAL OPERATIONS
YEAR ENDED DECEMBER 31, 1993
NOTE 1 - BASIS OF PRESENTATION
Hunters Trace Apartments (The Property) consists of a 192 unit garden style
residential apartment community located in Memphis, Tennessee together with
the existing leases. The assets that comprise the Property have been held as
an investment of North South Hunters Trace Associates, a Tennessee 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 Tri-Star Management, Inc.,
an affiliate of the owner of the property. Fees for such services were 5% of
gross receipts from operations.
NOTE 4 - SALE OF PROPERTY
The property was sold to United Dominion Realty Trust, Inc. on October 14,
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>
UNITED DOMINION REALTY TRUST, INC.
CERTAIN PROPERTIES ACQUIRED
COMBINED SUMMARY OF REVENUES AND CERTAIN RENTAL EXPENSES
FOR THE YEAR ENDED DECEMBER 31, 1993
Rental income $8,577,677
Rental expenses (excluding depreciation):
Utilities $ 439,903
Repairs and maintenance 1,018,392
Real estate taxes 946,170
Property management 424,993
Other rental expenses 956,025 3,785,483
Excess of revenues over certain rental expenses $4,792,194
CERTAIN PROPERTIES ACQUIRED
COMBINED SUMMARY OF REVENUES AND CERTAIN RENTAL EXPENSES
FOR THE NINE MONTHS ENDED SEPTEMBER 30, 1994
Rental income $6,267,845
Rental expenses (excluding depreciation):
Utilities $305,486
Repairs 734,432
Real estate taxes 759,833
Property management 303,969
Other rental expenses 741,186 2,844,906
Excess of revenues over certain rental expenses $3,422,939
<PAGE>
UNITED DOMINION REALTY TRUST, INC.
NOTES TO COMBINED SUMMARIES OF REVENUES AND CERTAIN RENTAL EXPENSES
The combined summaries of revenues and certain rental expenses
reflect the operations of Copperfield Apartments, Mediterranean Village
Apartments, Briar Club Apartments, Covington Crossing Apartments, and Hunters
Trace 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 nine month period ended September 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, property management fees and certain other expenses. In
accordance with the regulations of the Securities and Exchange Commission,
mortgage interest expense, 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 September 30, 1994 gives effect
to the acquisition by the Trust of three apartment complexes purchased on
October 14, 1994 as if those transactions were consummated on or before
September 30, 1994. Copperfield Apartments and Mediterranean Village
Apartments were purchased prior to September 30, 1994, and therefore, are
included in the Trust's historical September 30, 1994 balance sheet.
Copperfield Apartments located in Coral Springs, Florida was purchased from
Copperfield Associates, a Florida General Partnership on September 21, 1994.
Mediterranean Village Apartments located in Miami Lakes, Florida was
purchased from 252 Associates, an affiliate of the American Equity Group on
September 30, 1994. Briar Club Apartments located in Memphis, Tennessee, was
purchased from North South Briar Club Associates, a Tennessee Limited
Partnership on October 14, 1994. Covington Crossing Apartments located in
Memphis, Tennessee, was purchased from P. L. Covington Associates, L. P., a
Tennessee Limited Partnership on October 14, 1994. Hunters Trace Apartments
located in Memphis, Tennessee, was purchased from North South Hunters Trace
Associates, a Tennessee Limited Partnership on October 14, 1994.
The pro forma condensed statements of operations for the year ended
December 31, 1993 and the nine months ended September 30, 1994 assume the
acquisition of the properties as if they had occurred on January 1, 1993.
The pro forma condensed financial 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 September 30, 1994 and the nine months then ended (included
in the Trust's Form 10-Q for the period ended September 30, 1994 and
accompanying notes).
<PAGE>
UNITED DOMINION REALTY TRUST, INC.
PRO FORMA BALANCE SHEET
September 30, 1994
(Unaudited)
(In thousands, except share data)
<TABLE>
PRO
FORMA PRO
HISTORICAL ADJUSTMENTS (1) FORMA
<S> <C> <C> <C>
BALANCE SHEET
Assets
Real estate owned
Apartments $865,803 $21,027 $886,830
Shopping centers 74,384 74,384
Office and Industrial 4,598 4,598
944,785 21,027 965,812
Less accumulated depreciation 111,387 111,387
833,398 21,027 854,425
Cash and cash equivalents 25,770 (15,057) 10,713
Other assets 12,689 12,689
$871,857 $5,970 $877,827
Liabilities and shareholders' equity
Mortgage notes payable $126,219 $5,970 $132,189
Notes payable 356,195 356,195
Accounts payable, accrued expenses and other 13,046 13,046
Tenants' deposits and rents paid in advance 5,649 5,649
Distributions payable to shareholders 9,744 9,744
510,853 5,970 516,823
Shareholders' equity:
Common stock, $1 par value; 100,000,000 shares authorized
50,210,440 shares issued and outstanding 50,210 50,210
Preferred stock, 25,000,000 shares authorized, no shares outstanding - -
Additional paid in capital 408,976 408,976
Notes receivable from officer shareholders (4,089) (4,089)
Distributions in excess of earnings (94,093) (94,093)
Total shareholders equity 361,004 0 361,004
$871,857 $5,970 $877,827
</TABLE>
<PAGE>
UNITED DOMINION REALTY TRUST, INC.
PRO FORMA STATEMENT OF OPERATIONS
For The Year Ended December 31, 1993
(Unaudited)
(In thousands of dollars, except per share data)
<TABLE>
ACQUISITIONS
PREVIOUSLY
REPORTED ON
FORMS 8-K DATED
APRIL 15, 1994, ACQUISITIONS PREVIOUS
MAY 17, 1994, REPORTED ON PRO
MAY 26, 1994 AND FORM 8-K DATED FORMA
HISTORICAL SEPTEMBER 1, 1994 (2) OCTOBER 14, 1994 (3) ADJUSTMENTS
<S> <C> <C> <C> <C>
STATEMENT OF OPERATIONS
Income
Property operations:
Rental Income $89,084 $47,005 $8,578
Property expenses:
Utilities 7,838 $3,551 440
Repairs & maintenance 13,950 $6,969 1,019
Real estate taxes 5,777 $3,542 946
Property management 2,782 $2,243 425 ($528)(4)
Other operating expenses 7,512 $6,831 956 (554)(5)
Depreciation of real estate owned 19,764 7,816 (6)
57,623 23,136 3,786 6,734
Income from property operations 31,461 23,869 4,792 (6,734)
Interest income 708
32,169 23,869 4,792 (6,734)
Expenses
Interest 16,938 11,293 (6)
General and administrative 3,349
Other depreciation and amortization 596
20,883 11,293
Income before gains (losses) on investments
and extraordinary item 11,286 23,869 4,792 (18,027)
Gains (losses) on sale of investments (89)
Net income $11,197 $23,869 $4,792 ($18,027)
Net income per share $0.29
Distributions declared per share $0.70
Weighted average number of shares outstanding 38,202 8,479
</TABLE>
<TABLE>
PRO
FORMA PRO
ADJUSTMENTS FORMA
<S> <C> <C>
STATEMENT OF OPERATIONS
Income
Property operations:
Rental Income $144,667
Property expenses:
Utilities 11,829
Repairs & maintenance 21,938
Real estate taxes 10,265
Property management (131) (8) 4,791
Other operating expenses 14,745
Depreciation of real estate owned 1,551 (9) 29,131
1,420 92,699
Income from property operations (1,420) 51,968
Interest income 708
(1,420) 52,676
Expenses
Interest 3,319 (11) 31,550
General and administrative 3,349
Other depreciation and amortization 596
3,319 35,495
Income before gains (losses) on investments
and extraordinary item (4,739) 17,181
Gains (losses) on sale of investments (89)
Net income (4,739) $17,092
Net income per share $0.37
Distributions declared per share $0.70
Weighted average number of shares outstanding 46,681
</TABLE>
<PAGE>
UNITED DOMINION REALTY TRUST, INC.
PRO FORMA STATEMENT OF OPERATIONS
For the Nine Months Ended September 30, 1994
(Unaudited)
(In thousands of dollars, except per share data)
<TABLE>
ACQUISITIONS
PREVIOUSLY
REPORTED ON
FORMS 8-K DATED
APRIL 15, 1994, ACQUISITIONS
MAY 17, 1994, REPORTED ON
MAY 26, 1994 AND FORM 8-K DATED
HISTORICAL SEPTEMBER 1, 1994 (2) OCTOBER 14, 1994 (3)
<S> <C> <C> <C>
STATEMENT OF OPERATIONS
Income
Property operations:
Rental Income $95,905 $20,860 $6,268
Property expenses:
Utilities 7,928 1,713 306
Repairs & maintenance 14,607 3,471 734
Real estate taxes 6,475 1,536 760
Property management 3,169 1,000 304
Other operating expenses 8,469 2,888 741
Depreciation of real estate owned 20,035
60,683 10,608 2,845
Income from property operations 35,222 10,252 3,423
Interest income 541
35,763 10,252 3,423
Expenses
Interest 17,984
General and administrative 3,730
Other depreciation and amortization 571
22,285 0 0
Income before gains (losses) on investments
and extraordinary item 13,478 10,252 3,423
Gains (losses) on sale of investments (20)
Income before extraordinary item 13,458 10,252 3,423
Extraordinary item - early extinguishment of
debt (89)
Net income $13,369 $10,252 $3,423
Net income per share $0.30
Distributions declared per share $0.585
Weighted average number of shares outstanding 44,814 5,377
</TABLE>
<TABLE>
PREVIOUS
PRO FORMA PRO FORMA PRO
ADJUSTMENTS ADJUSTMENTS FORMA
<S> <C> <C> <C>
STATEMENT OF OPERATIONS
Income
Property operations:
Rental Income $123,033
Property expenses:
Utilities 9,947
Repairs & maintenance 18,812
Real estate taxes 8,771
Property management ($239)(4) (89) (8) 4,145
Other operating expenses (277)(5) 11,821
Depreciation of real estate owned 3,354 (6) 1,160 (9) 24,549
2,838 1,071 78,045
Income from property operations (2,838) (1,071) 44,988
Interest income (96)(7) (15)(10) 430
(2,934) (1,086) 45,418
Expenses
Interest 5,218 (6) 2,431 (11) 25,633
General and administrative 3,730
Other depreciation and amortization 571
5,218 2,431 29,934
Income before gains (losses) on investments
and extraordinary item (8,152) (3,517) 15,484
Gains (losses) on sale of investments (20)
Income before extraordinary item (8,152) (3,517) 15,464
Extraordinary item - early extinguishment of
debt (89)
Net income ($8,152) ($3,517) $15,375
Net income per share $0.31
Distributions declared per share $0.585
Weighted average number of shares outstanding 50,191
</TABLE>
<PAGE>
UNITED DOMINION REALTY TRUST, INC.
NOTES TO PRO FORMA CONDENSED FINANCIAL STATEMENTS (UNAUDITED)
1. To record the purchase of Briar Club Apartments, Covington Crossing
Apartments and Hunters Trace Apartments, acquired after September 30,
1994 assuming that the acquisitions were financed with funds previously
invested in short-term investments and through the assumption of tax-
exempt bonds. Copperfield Apartments and Mediterranean Village
Apartments were acquired prior to or on September 30, 1994 and are
therefore included in the Trust's historical balance sheet.
2. Amounts appearing under the column entitled "Acquisitions Previously
Reported on Forms 8-K dated April 15, 1994, May 17, 1994, May 26, 1994
and September 1, 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, May 17, 1994, May 26,
1994 and September 1, 1994.
3. To record historical results of the properties for the year ended
December 31, 1993 and the nine months ended September 30, 1994 as if the
properties had been owned throughout each year.
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, Form 8-K dated May 17, 1994
and Form 8-K, May 26, 1994. The Trust internally manages its apartment
properties at a cost of approximately 3.5% 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, Form 8-K dated May 17, 1994, Form 8-K dated May 26,
1994 and Form 8-K dated September 1, 1994.
7. 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) and Regatta Shores
Apartments (as previously reported on Form 8-K dated September 1, 1994)
at assumed interest rates in effect at the time of the acquisition.
8. To record the net decrease in property management fees. The Trust
internally manages its apartment properties at a cost of approximately
3.5% of rental income.
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 for four days 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 nine months ended September 30, 1994, such acquisitions consist
of Mediterranean Village Apartments , Briar Club Apartments, Covington
Crossing Apartments and Hunters Trace Apartments.
11. To record interest expense on bank debt and tax exempt bonds used to
finance the acquisitions at assumed interest rates equal to market rates
in effect at the time of each respective acquisition.
<PAGE>
(Letterhead of L.P. Martin & Company)
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 10, 1994, with respect to the statement of rental
operations of Copperfield 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 October 14, 1994.
/s/ L.P. Martin & Company, P.C.
L.P. Martin & Company, P.C.
Certified Public Accountants
December 19, 1994
<PAGE>
(Letterhead of L.P. Martin & Company)
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 December 2, 1994, with respect to the statement of rental
operations of Mediterranean Village 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 October 14, 1994.
/s/ L.P. Martin & Company, P.C.
L.P. Martin & Company, P.C.
Certified Public Accountants
December 19, 1994
<PAGE>
(Letterhead of L.P. Martin & Company)
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 December 9, 1994, with respect to the statement of rental
operations of Briar Club 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 October 14, 1994.
/s/ L.P. Martin & Company, P.C.
L.P. Martin & Company, P.C.
Certified Public Accountants
December 19, 1994
<PAGE>
(Letterhead of L.P. Martin & Company)
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 December 9, 1994, with respect to the statement of rental
operations of Covington Crossing 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 October 14, 1994.
/s/ L.P. Martin & Company, P.C.
L.P. Martin & Company, P.C.
Certified Public Accountants
December 19, 1994
<PAGE>
(Letterhead of L.P. Martin & Company)
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 December 9, 1994, with respect to the statement of rental
operations of Hunters Trace 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 October 14, 1994.
/s/ L.P. Martin & Company, P.C.
L.P. Martin & Company, P.C.
Certified Public Accountants
December 19, 1994
