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 December 31, 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 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: March 3, 1994
<PAGE>
Independent Auditors' Report
To the Owners of
Riverwind Apartments
We have audited the accompanying statement of rental operations
(as defined in Note 2) of Riverwind Apartments for the year
ended December 31, 1992. This financial statement is the
responsibility of the management of Riverwind 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 Riverwind 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 Riverwind Apartments for the year ended
December 31, 1992, in conformity with generally accepted
accounting principles.
/s/ L.P. Martin & Company, P.C.
L. P. Martin & Company, P.C.
Certified Public Accountants
February 14, 1994
RIVERWIND APARTMENTS
STATEMENT OF RENTAL OPERATIONS
YEAR ENDED DECEMBER 31, 1992
REVENUES FROM RENTAL PROPERTY $1,226,430
RENTAL PROPERTY EXPENSES:
Real Estate Taxes 139,123
Repairs and Maintenance 142,013
Utilities 57,779
Property Management Fees
(Note 3) 61,375
Other Operating Expenses 226,838
TOTAL RENTAL PROPERTY
EXPENSES 627,128
INCOME FROM RENTAL OPERATIONS $599,302
The accompanying notes are an integral part of this statement.
RIVERWIND APARTMENTS
NOTES TO THE STATEMENT OF RENTAL OPERATIONS
YEAR ENDED DECEMBER 31, 1992
NOTE 1 - BASIS OF PRESENTATION
Riverwind Apartments (The Property) consists of a 194 unit
garden style residential apartment community located in
Spartanburg, South Carolina, together with the existing leases.
The assets that comprise the Property have been held as an
investment of Franklin Riverwind Associates, a Pennsylvania
limited partnership (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 NHP Property Management, Inc.
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 December 31,
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 PROPERTY ACQUIRED
SUMMARY OF REVENUES AND CERTAIN RENTAL EXPENSES
FOR THE YEAR ENDED DECEMBER 31, 1992
Rental income $1,226,430
Rental expenses (excluding depreciation):
Utilities $ 57,779
Repairs and maintenance 142,013
Real estate taxes 139,123
Property management 61,375
Other rental expenses 226,838 627,128
Excess of revenues over certain
rental expenses $ 599,302
CERTAIN PROPERTY ACQUIRED
SUMMARY OF REVENUES AND CERTAIN RENTAL EXPENSES
FOR THE NINE MONTHS ENDED SEPTEMBER 30, 1993
Rental income $ 964,756
Rental expenses (excluding depreciation):
Utilities $ 39,808
Repairs and maintenance 110,262
Real estate taxes 107,766
Property management 47,674
Other rental expenses 169,256 474,766
Excess of revenues over certain
rental expenses $ 489,990
NOTES TO SUMMARY OF REVENUES
AND CERTAIN RENTAL EXPENSES
The summaries of revenues and certain rental expenses
reflect the operations of Riverwind Apartments, (the "property")
for the year ended December 31, 1992 based upon the audited
statement of rental operations of the properties appearing
elsewhere herein and for the nine month period ended September
30, 1993 based upon the unaudited statement of rental operations
of the property. During 1992 and a portion of 1993, the property
was owned and operated by entities other than United Dominion
Realty Trust, Inc. (the "Trust").
The summaries have been prepared on the accrual method of
accounting. Rental expenses include repair and maintenance
expenses, utilities, real estate taxes, insurance and certain
other expenses. In accordance with the regulations of the
Securities and Exchange Commission, mortgage interest expenses,
depreciation, and general and administrative costs have been
excluded from operating expenses, as they are dependent upon a
particular owner, purchase price or financial arrangement.
In assessing the property, management considered the
existing and potential tenant base, expected job growth in the
area, occupancy rates, the competitive nature of the market and
comparative rental rates. Furthermore, current and anticipated
maintenance and repair costs, real estate taxes and anticipated
capital improvements were assessed.
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 Riverwind Apartments
purchased on December 31, 1993 from Franklin Riverwind
Associates, a Pennsylvania limited partnership.
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 the property as if it 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 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, 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.
<TABLE>
UNITED DOMINION REALTY TRUST, INC.
PRO FORMA BALANCE SHEET (UNAUDITED)
SEPTEMBER 30, 1993
(In thousands, except share data)
PREVIOUS
PRO FORMA PRO FORMA
HISTORICAL ADJUSTMENTS (2) ADJUSTMENTS (1) PRO FORMA
---------- --------------- --------------- ---------
<S> <C> <C> <C> <C>
ASSETS
Real estate owned, at cost:
Apartments $458,320 $29,248 $7,189 $494,757
Shopping centers 74,494 74,494
Office and industrial buildings 4,581 4,581
-------- ------- ------ --------
537,395 29,248 7,189 573,832
Less accumulated depreciation 86,116 86,116
-------- ------- ------ --------
451,279 29,248 7,189 487,716
Cash and cash equivalents 21,498 21,498
Other assets 9,282 9,282
-------- ------- ------ --------
$482,059 $29,248 $7,189 $518,496
======== ======= ====== ========
LIABILITIES AND SHAREHOLDERS' EQUITY
Mortgage notes payable $73,046 $ - $ - $73,046
Notes payable 127,966 29,248 7,189 164,403
Accounts payable, accrued expenses
and other liabilities 10,442 10,442
Distributions payable to shareholders 7,260 7,260
-------- ------- ------ --------
218,714 29,248 7,189 255,151
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 $7,189 $518,496
======== ======= ====== ========
</TABLE>
<TABLE>
UNITED DOMINION REALTY TRUST, INC.
PRO FORMA CONDENSED STATEMENT OF OPERATIONS (UNAUDITED)
TWELVE MONTHS ENDED DECEMBER 31, 1992
(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 $63,202 $13,590 (3) $1,226 (3) $78,018
Operating expenses 26,503 7,062 (3) 627 (3) 34,192
Depreciation expense 15,732 2,001 (6) 211 (6) 17,944
-------- -------- ------ --------
Income from property operations 20,967 4,527 388 25,882
Interest income 1,402 (607) (4) 795
------- -------- ------ --------
22,369 3,920 388 26,677
Expenses
Interest 11,697 2,145 (5) 279 (5) 14,121
General and administrative 2,231 2,231
Other depreciation and amortization 300 300
------- ------- ------ --------
14,228 2,145 279 16,652
------- ------- ------ --------
Income before gains on sales of
investments and extraordinary items 8,141 1,775 109 10,025
Provision for possible investment
losses (1,564) (1,564)
------- ------- ------ --------
Income before extraordinary item 6,577 1,775 109 8,461
Extraordinary item-early
extinguishment of debt (242) (242)
------- ------- ----- --------
Net income $6,335 $1,775 $109 $8,219
======= ======= ===== ========
Earnings per share $ .18 $ .24
======= ========
Average shares outstanding 34,604 34,604
Adjustments to determine funds
from operations:
Net income $6,335 $1,775 $109 $8,219
Depreciation and amortization 16,032 2,001 211 18,244
Provision for possible investment
losses 1,564 - - 1,564
Other 254 - - 254
------- ------ ----- -------
Funds from operations* $24,185 $3,776 $320 $28,281
======= ====== ===== =======
<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 $7,036 (3) $965 (3) $72,602
Operating expenses 27,147 3,798 (3) 475 (3) 31,420
Depreciation expense 14,436 1,109 (6) 158 (6) 15,703
------- ------ ---- -------
Income from property operations 23,018 2,129 332 25,479
Interest income 497 (438) (4) 59
------- ------ ---- -------
23,515 1,691 332 25,538
Expenses
Interest 12,681 1,000 (5) 208 (5) 13,889
General and administrative 2,566 2,566
Other depreciation and amortization 406 406
------- ------ ---- -------
15,653 1,000 208 16,861
------- ------ ---- -------
Income before gains (losses) on invest-
ments and extraordinary item 7,862 691 124 8,677
Loss on sale of investment (89) - - (89)
------- ------ ---- -------
Net income $7,773 $691 $124 $8,588
======= ====== ==== =======
Earnings per share $ .21 $ .23
Average shares outstanding 37,080 37,080
Adjustments to determine funds
from operations:
Net income $7,773 $691 $124 $8,588
Depreciation and amortization 14,851 1,109 158 16,118
Loss on sale of investment 89 - - 89
------- ------ ---- -------
Funds from operations* $22,713 $1,800 $282 $24,795
======= ====== ==== =======
<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 Riverwind Apartments, (the
"property"), acquired after September 30, 1993, assuming
that the acquisition was 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, December 2, 1993, and February 18, 1994.
3. To record historical results of the property for the year
ended December 31, 1992 and the nine months ended September
30, 1993 as if the property 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 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 February
14, 1994, with respect to the statement of rental operations of
Riverwind 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 31, 1993.
/s/ L.P. Martin & Company, P.C.
L. P. Martin & Company, P.C.
Certified Public Accountants
March 3, 1994
