SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, DC 20549
FORM 10-Q
[ X ] QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE
SECURITIES EXCHANGE ACT OF 1934
For the quarterly period ended March 31, 1995
OR
TRANSITION REPORT PURSUANT TO SECTION 13 OR 15 (d) OF THE
SECURITIES EXCHANGE ACT OF 1934
For the transition period from _______ to _______
Commission file number 1-10524
UNITED DOMINION REALTY TRUST, INC.
(EXACT NAME OF REGISTRANT AS SPECIFIED IN ITS CHARTER)
VIRGINIA 54-0857512
(STATE OR OTHER JURISDICTION OF (I.R.S. EMPLOYER
INCORPORATION OR ORGANIZATION) IDENTIFICATION NO.)
10 SOUTH SIXTH STREET, RICHMOND, VIRGINIA 23219-3802
(ADDRESS OF PRINCIPAL EXECUTIVE OFFICES) (ZIP CODE)
804-780-2691
(REGISTRANT'S TELEPHONE NUMBER, INCLUDING AREA CODE)
Indicate by check mark whether the registrant (1) has filed all
reports to be filed by Section 13 or 15(d) of the Securities Exchange
Act of 1934 during the preceding 12 months, and (2) has been subject to
filing requirements for at least the past 90 days.
YES [ X ] NO [ ]
Indicate the number of shares outstanding of each of the issuer's
class of common stock as the latest practicable date.
OUTSTANDING AT
CLASS OF COMMON STOCK MAY 1, 1995
$1 PAR VALUE 51,781,704
<PAGE>
UNITED DOMINION REALTY TRUST, INC.
CONSOLIDATED BALANCE SHEETS
(unaudited)
(in thousands, except share data)
<TABLE>
March 31, December 31,
1995 1994
<S> <C> <C>
ASSETS
Real estate owned:
Apartments $ 950,717 $ 928,758
Shopping centers 73,483 74,237
Office and industrial buildings 4,604 4,604
1,028,804 1,007,599
Less accumulated depreciation 129,139 120,341
899,665 887,258
Cash and cash equivalents 12,386 7,261
Other assets 18,753 17,394
$ 930,804 $ 911,913
LIABILITIES AND SHAREHOLDERS' EQUITY
Mortgage notes payable (Note 3) $ 153,325 $ 158,449
7 1/4% Notes due April 1, 1999 75,000 75,000
8 1/2% Debentures due September 15, 2024 150,000 150,000
Other notes payable (Note 4) 155,355 143,215
Accounts payable, accrued expenses and
other liabilities 16,057 18,459
Distributions payable to shareholders 11,640 9,822
561,377 554,945
Shareholders' equity:
Preferred stock, no par value; 25,000,000 shares authorized:
9 1/4% Series A Cumulative Redeemable Preferred Stock
(liquidation preference of $25 per share), no shares
issued and outstanding (Note 6) -- --
Common stock, $1 par value; 100,000,000 shares authorized,
51,731,984 shares issued and outstanding (50,355,640
in 1994) (Note 5) 51,732 50,356
Additional paid-in capital 427,364 410,797
Notes receivable from officer shareholders (5,984) (5,991)
Distributions in excess of net income (103,685) (98,194)
Total shareholders' equity 369,427 356,968
$ 930,804 $ 911,913
</TABLE>
See accompanying notes.
<PAGE>
UNITED DOMINION REALTY TRUST, INC.
CONSOLIDATED STATEMENTS OF OPERATIONS
(unaudited)
(in thousands, except per share data)
Three Months Ended
March 31,
1995 1994
Income:
Property operations:
Rental income $45,493 $26,706
Property Expenses:
Utilities 3,657 2,712
Repairs and maintenance 6,347 3,716
Real estate taxes 3,236 1,802
Property management 1,254 970
Other operating expenses 4,069 2,239
Depreciation of real estate owned 9,056 5,627
27,619 17,066
Income from property operations 17,874 9,640
Interest and other income 174 114
18,048 9,754
Expenses:
Interest 10,454 4,731
General and administrative (Note 9) 1,234 1,420
Other depreciation and amortization 273 188
11,961 6,339
Income before gains (losses) on invest-
ments and extraordinary item 6,087 3,415
Gain on sale of real estate owned 63 --
Net income $ 6,150 $ 3,415
Net income per share:
Before extraordinary item $ .12 $ .08
Extraordinary item -- --
$ .12 $ .08
Distributions declared per share $ .225 $ .195
Weighted average number of
shares outstanding 51,125 41,688
See accompanying notes.
<PAGE>
UNITED DOMINION REALTY TRUST, INC.
CONSOLIDATED STATEMENTS OF CASH FLOWS
(unaudited)
(in thousands)
Three Months Ended
March 31,
1995 1994
OPERATING ACTIVITIES:
Net income $ 6,150 $ 3,415
Adjustments to reconcile net income to
net cash provided by operating activities:
Gains on sale of real estate owned (63) --
Depreciation and amortization 9,329 5,815
Adoption of SFAS No. 112 "Employers' Accounting
for Postemployment Benefits (Note 9) -- 450
Changes in operating assets and liabilities:
Increase (decrease) in operating liabilities (2,554) 885
Increase in operating assets (540) (286)
Net cash provided by operating activities 12,322 10,279
INVESTING ACTIVITIES:
Acquisitions of real estate, net of debt and
liabilities assumed (16,913) (27,103)
Capital expenditures (6,657) (3,356)
Net proceeds from sale of real estate owned 1,281 --
Other 1 44
Net cash used in investing activities (22,288) (30,415)
FINANCING ACTIVITIES:
Net proceeds from issuance of common stock 17,950 834
Increase in mortgages and notes payable 9,860 15,000
Net short-term bank borrowings 22,350 16,650
Cash distributions paid to shareholders (9,822) (7,291)
Scheduled mortgage principal payments (323) (202)
Payments on notes and non-scheduled
mortgage principal payments (24,924) (106)
Other -- (33)
Net cash provided by financing activities 15,091 24,852
Net increase in cash and cash equivalents 5,125 4,716
Cash and cash equivalents, beginning of period 7,261 5,773
Cash and cash equivalents, end of period $ 12,386 $ 10,489
See accompanying notes.
<PAGE>
UNITED DOMINION REALTY TRUST, INC.
CONSOLIDATED STATEMENT OF SHAREHOLDERS' EQUITY
THREE MONTHS ENDED MARCH 31, 1995
(UNAUDITED)
(In thousands, except share and per share amounts)
<TABLE>
Common Stock,
$1 Par Value Additional Receivable Distributions Total
Number Preferred Paid-in from Officer in Excess of Shareholders'
of Shares (a) Amount Stock (b) Capital Shareholders Net Income Equity
<S> <C> <C> <C> <C> <C> <C> <C>
Balance at
December 31, 1994 50,355,640 $50,356 - $410,797 ($5,991) ($98,194) 356,968
Shares issued in
direct institutional sale 1,360,000 1,360 - 16,452 17,812
Exercise of
share options 16,344 16 - 115 131
Shares purchased
by officers net
of repayments - 7 7
Net income - 6,150 6,150
Distributions declared
($.225 per share) - (11,641) (11,641)
Balance at March 31, 1995 51,731,984 $51,732 - $427,364 ($5,984) ($103,685) $369,427
</TABLE>
(a) See Note 5 to Consolidated Financial Statements
(b) See Note 6 to Consolidated Financial Statements
UNITED DOMINION REALTY TRUST, INC.
Notes to Consolidated Financial Statements
March 31, 1995
(Unaudited)
(1) The consolidated financial statements of the Trust include the
accounts of the Trust and its wholly-owned subsidiaries. All
significant inter-company accounts have been eliminated in
consolidation. The financial information furnished reflects all
adjustments which are necessary for a fair presentation of financial
position at March 31, 1995 and results of operations for the interim
periods ended March 31, 1995 and 1994. Such adjustments are of a
normal and recurring nature. The interim results prorated are not
necessarily indicative of results that can be expected for a full
year. The accompanying financial statements should be read in
conjunction with the audited financial statements and related notes
appearing in the Trust's 1994 Annual Report.
(2) Certain previously reported amounts have been reclassified to conform
with current financial statement presentation.
(3) Mortgage notes payable consist of conventional mortgage notes payable
and "bond indebtedness" which represents mortgages or deeds of trust
granted to secure tax exempt bonds issued to finance the acquisition
and/or rehabilitation of certain of the Trust's properties.
Conventional mortgage notes payable included 22 loans encumbering 16
properties at March 31, 1995 and 18 loans encumbering 12 properties at
March 31, 1994. Mortgage notes payable aggregating $52.8 million and
$25.6 million at March 31, 1995 and 1994 had fixed rates of interest
ranging from approximately 7.00% to 12.50% (weighted average interest
rate of 8.45% at March 31, 1995). Bond indebtedness aggregating $88.3
million and encumbering 17 properties at March 31, 1995 had fixed
rates of interest ranging from 5.91% to 8.5% (weighted average
interest rate of 6.97% at March 31, 1995). At March 31, 1995, the
Trust had variable rate bond indebtedness aggregating $12.2 million
(weighted average interest rate of 5.46% at March 31, 1995).
(4) A summary of unsecured notes payable at March 31, 1995 and 1994 is as
follows:
Dollars in thousands 1995 1994
COMMERCIAL BANKS
Borrowings outstanding under revolving
credit facilities and bank lines of
credit (a) $ 36,500 $ 45,300
Variable rate note due June, 1995 (b) 10,000 --
Variable rate note due November, 1994 -- 10,000
Unsecured note due April, 1994 -- 15,000
INSURANCE COMPANIES-SENIOR UNSECURED NOTES
7.98% due March, 1997-2003 52,000 52,000
9.57% due July, 1996 35,000 35,000
7.89% due March, 1996 10,000 10,000
7.57% due March, 1995 -- 10,000
8.72% due November, 1995-1998 8,000 10,000
OTHER 3,855 (c) 801
$ 155,355 $ 188,101
(a) Borrowings under the Trust's bank credit arrangements bear
interest from LIBOR plus 5/8% to the respective bank's prime
rate, depending on the level of the Trust's debt as defined. The
weighted average daily interest rate during the first quarter of
1995 and 1994 was 6.77% and 3.96%, respectively. The weighted
average daily interest rate on March 31, 1995 and 1994 was 7.05%
and 4.22%, respectively. The debt was repaid in April, 1995.
(b) This note bears interest at one month LIBOR plus 62 1/2 basis
points. The weighted average daily interest rate during the
first quarter of 1995 was 6.62% and the weighted average daily
interest rate at March 31, 1995 was 6.75%. The
note was repaid in April, 1995.
(c) Includes $3.3 million deferred gain from interest rate hedge
transaction consummated in the third quarter of 1994.
(5) In February, 1995, the Trust sold 1,360,000 shares of its common stock
to a group of institutional investors at a price of $13 1/8 per share.
Net proceeds of $17.8 million were used to curtail then existing bank
debt.
(6) In April, 1995, the Trust sold 4,200,000 shares of 9 1/4% Cumulative
Redeemable Preferred Stock ($25.00 liquidation preference). Net
proceeds of approximately $101.4 million were used to repay, in full,
then existing bank debt and to fund the acquisition of a portfolio of
nine apartment communities (see Note 8).
Dividends on the Preferred Stock are cumulative from the date of
issuance and payable on a quarterly basis commencing on July 15, 1995,
at an annual dividend rate of $2.3125 per share. On and after April
24, 2000, the Preferred Stock may be redeemed at the option of the
Trust solely out of sale proceeds of other capital stock of the Trust,
in whole or in part, at a redemption price of $25.00 per share, plus
accrued and unpaid dividends, if any, thereon. The Preferred Stock
has no stated maturity and will not be subject to any sinking fund or
mandatory redemption and will not be convertible into any other
securities of the Trust.
(7) During the first quarter of 1995, the Trust acquired two apartment
communities containing 479 units at a total cost of $16.4 million,
including closing costs.
(8) On May 4, 1995, the Trust purchased a portfolio of nine apartment
communities containing 1,596 units for $65.5 million, excluding
closing costs. The properties are located in Delaware (1), Maryland
(5) and Virginia (3).
(9) At the beginning of 1994, the Trust adopted the provisions of SFAS No.
112, "Employers' Accounting for Postemployment Benefits". The
cumulative effect of this accounting change was to decrease net income
by $450,000 or $.01 per share for the first quarter of 1994. This
change is included in the caption "General and Administrative" expense
in the Trust's income statement.
<PAGE>
UNITED DOMINION REALTY TRUST, INC.
Form 10-Q
Quarter Ended March 31, 1995
MANAGEMENT'S DISCUSSION OF FINANCIAL CONDITION AND OPERATIONS
Funds from operations (FFO) is defined as income before gains
(losses) on investments and extraordinary items (computed in accordance
with generally accepted accounting principles) plus real estate
depreciation and after adjustment for significant non-recurring items,
if any. 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. Funds from operations does not
represent cash generated from operating activities in accordance with
generally accepted accounting principles and is not necessarily
indicative of cash available to fund cash needs.
In early 1995, the National Association of Real Estate Investment
Trusts ("NAREIT") adopted a White Paper recommending certain changes to
the calculation of FFO. The Trust has implemented these recommendations
and has restated FFO for 1994 to conform with the revised definition set
forth above. The impact of adopting the NAREIT recommendations was to
reduce FFO by approximately $321,000 in the first quarter of 1995 and
$264,000 in the first quarter of 1994.
RESULTS OF OPERATIONS
For the first quarter of 1995, the Trust reported increases over
the comparable 1994 quarter in rental income, income from property
operations, net income, and funds from operations. First quarter 1995
rental income was $45.5 million compared to $26.7 million in the first
quarter of 1994, an increase of $18.8 million or 70%. Income from
property operations, excluding depreciation, increased from $15.3
million to $26.9 million, an increase of $11.7 million or 76%. Net
income for the first quarter totaled $6.2 million which was $2.7 million
or 80%, greater than the $3.4 million reported in last year's first
quarter. On a per share basis, net income increased from $.08 for the
first quarter of 1994 to $.12 in the first quarter of 1995. Net income
for the 1994 quarter includes a $450,000 charge ($.01 per share)
reflecting the Trust's implementation of the provisions of SFAS No. 112,
"Employers' Accounting for Postemployment Benefits". Funds from
operations increased 60% from $9.5 million last year to $15.1 million in
the current year's first quarter.
The Trust's 1994 acquisitions made the largest contribution to the
reported increases; however, improved results from its core portfolio of
mature apartments also had a positive impact on first quarter results.
For the Trust's 17,914 mature apartment units (74 communities) that have
been owned since the beginning of 1994, economic occupancy increased
3.5% to 95.6% in the current quarter compared to 92.1% for the first
quarter last year. Rents and other income at these properties grew by
7.0% and operating expenses decreased approximately .9% (due in part
from the mild winter which reduced weather related expenses such as gas
expense and snow removal expense). Certain expenses such as rental
promotions and electricity for vacant units were also down due to firmer
apartment markets. These factors caused the operating expense ratio to
decline 3.2% to 41.9%. As a result, net operating income from these
apartment units increased 13.5% or $1.8 million. For the remaining
11,847 apartment units (48 communities), acquired by the Trust since
January 1, 1994, occupancy averaged 92.9% and operating expenses at
these properties were 42.8% of revenues during the 1995 first quarter.
For the first quarter, net operating income from commercial
properties decreased 8.4% or $167,000 from the first quarter last year.
The decrease was caused primarily by anchor tenant vacancies at three
shopping centers and one industrial park during 1995 and the sale of one
shopping center in 1994 and one in February, 1995. Average occupancy
decreased approximately 4.6% to 80% compared to the same quarter last
year.
During the first quarter, interest expense was approximately $5.7
million higher than it was in the first quarter of 1994 ($10.5 million
in 1995 versus $4.7 million in 1994) as the Trust had more debt
outstanding in 1995 than in 1994.
For the first quarter of 1995, depreciation expense increased to
$9.1 million versus $5.6 million in 1994, reflecting the portfolio
expansion that has occurred during the past year.
Management expects that the Trust's operating results for the
second quarter of 1995 will show continued improvement over the
comparable period last year reflecting the continued positive impact of
the Trust's 1994 and 1995 acquisitions. During 1994, the Trust's mature
apartment occupancy improved steadily through August and then stabilized
between 95% an 96% during the remainder of the year. Mature apartment
operating results improved during each succeeding quarter last year.
Thus, year to year improvement in quarterly mature apartment operating
results will be more moderate in the remaining 1995 quarters.
Similarly, higher rent growth will be more important to improved result
than occupancy gains throughout the remainder of 1995. Management
believes that the Trust's operating results should benefit over the next
few years from a number of factors including (i) the contribution of the
large volume of units acquired since 1994 and expected to be acquired
during the remainder of 1995, (ii) improving apartment markets as a
result of anticipated job growth and resultant household formation in
the Southeast and, (iii) few new apartments coming to market in 1995.
FINANCIAL CONDITION
As a qualified REIT, the Trust distributes a substantial portion of
its cash flow to its shareholders in the form of dividends. For the
first quarter of 1995, the dividend payout ratio (the ratio of
distributions declared per share to FFO) was 76% and the Trust's cash
flow from operating activities exceeded cash distributions paid to
shareholders by $2.5 million. The Trust utilizes a variety of primarily
external financing sources to fund new acquisitions, property
renovations and expansions, major capital improvements and balloon debt
payments. The Trust has frequently utilized its bank lines of credit to
temporarily finance these expenditures and has subsequently replaced any
short-term bank debt so incurred with longer term debt or equity.
At the beginning of 1995, the Trust had approximately $7.3 million
of cash and cash equivalents and $89.35 million of available and unused
revolving credit facilities and lines of credit. In February, 1995, the
Trust sold 1.36 million shares of common stock at a $13 1/8 per share to
a group of institutional investors. Net proceeds of approximately $17.8
million were used to curtail then existing bank debt. In April, 1995,
the Trust sold 4.2 million shares of 9 1/4% Cumulative Redeemable
Preferred Stock at $25 per share. The net proceeds of approximately
$101.4 million were used to retire short-term bank debt and to acquire a
portfolio of nine apartment communities for approximately $65.5 million,
excluding closing costs.
During the first quarter of 1995, the Trust acquired two apartment
communities (479 units) at a total cost of approximately $16.3 million,
excluding closing costs, all cash. On February 10, 1995, the Trust
acquired a 240 unit garden community in Memphis, Tennessee that was
purchased for $7.1 million, excluding closing costs ($29,600 per unit).
On March 29, 1995, the Trust acquired a 239 unit garden community in
Atlanta, Georgia for $9.2 million, excluding closing costs ($38,500 per
unit).
On May 4, 1995, the Trust closed on a portfolio of nine apartment
communities which had been under contract since March. The nine
communities contain 1,596 units and were purchased for $65.5 million,
excluding closing costs, from a single seller. The properties were
constructed between 1987 and 1991 and are located in Delaware (1),
Maryland (5) and Virginia (3). The portfolio is expected to have an
immediate positive impact on the Trust's operating results.
On April 7, 1995, the Trust sold an 88-unit apartment property in
Miami, Florida for $3.1 million. This property had been acquired on
July 1, 1994 as part of the Clover Portfolio.
At March 31, 1995, commercial properties, primarily strip shopping
centers, constituted 8% of the Trust's real estate owned at cost.
During the first quarter of 1995 and 1994, commercial properties
provided 5% and 10%, respectively, of the Trust's rental income. During
the first quarter of 1995, the Trust sold Rose Manor Shopping Center in
Smithfield, North Carolina and five acres of undeveloped land at
Cumberland Square Shopping Center in Dunn, North Carolina. The net gain
from the sales of these properties aggregated $63,000. In addition, the
Trust has entered into contracts to sell four of its Richmond area
shopping centers (Glen Lea, Hanover Village, Laburnum Park and Laburnum
Square). The purchaser, another real estate investment trust, will pay
the Trust $12.2 million in cash and issue $9.0 million stated value of
convertible preferred stock. Closing is scheduled to occur on or before
June 30, 1995 and for financial reporting purposes, a gain exceeding $3
million is expected to be recognized on the disposition. For federal
income tax purposes, certain of the transactions will be structured as
tax deferred exchange with the result that the large portion of the
related capital gain will be deferred. The Trust has also contracted to
sell land parcels at two shopping centers by September 30, 1995. It is
anticipated that the net cash proceeds from these sales will be used for
additional apartment acquisition as suitable opportunities arise.
The Trust's liquidity and capital resources are believed to be more
than adequate to meet its cash requirements for the foreseeable
future.
<PAGE>
UNITED DOMINION REALTY TRUST, INC.
Form 10-Q
Quarter Ended March 31, 1995
PART II - OTHER INFORMATION
Item 1. Legal Proceedings
None
Item 2. Changes in Securities
The Trust's Articles of Incorporation authorize 25,000,000 shares
of Preferred Stock, no par value ("Preferred Stock").
On April 24, 1995, the Board of Directors designated a series of
4,600,000 shares of Preferred Stock the "9 1/4% Series A Cumulative
Redeemable Preferred Stock" (the "Series A Preferred"). Holders of
shares of the Series A Preferred are entitled to receive, when and
as declared by the Board of Directors, out of funds legally available
for the payment of dividends, cumulative preferential cash dividends at
the rate of $2.1325 per share per annum. Dividends on the Series A
Preferred of the Trust will be cumulative from the date of original
issue and will be payable quarterly on or about the fifteenth day of
January, April, July and October of each year, commencing July 15, 1995,
at the rate of 9 1/4% of the liquidation preference per annum. Such
dividends are payable before any dividends may be declared or paid on
the Common Stock. On and after April 24, 2000, the Series A Preferred
may be redeemed for cash at the option of the Trust, in whole or in
part, at a redemption price of $25.00 per share, plus accrued and unpaid
dividends, if any, thereon. The redemption price (other than the
portion thereof consisting of accrued and unpaid dividends) is payable
solely out of the sale proceeds of other capital stock of the Trust,
which may include shares of other series of preferred stock. The Series
A Preferred has no stated maturity and will not be subject to any
sinking fund or mandatory redemption and will not be convertible into
any other securities of the Trust. However, the Trust may redeem shares
of Series A Preferred at any time in order to preserve its status as a
real estate investment trust ("REIT") for federal income tax purposes.
In the event of any liquidation, dissolution or winding up of the
Trust, the holders of shares of Series A Preferred are entitled to be paid
out of the assets of the Trust legally available for distribution to its
shareholders a liquidation preference of $25.00 per share, plus an
amount equal to any accrued and unpaid dividends to the date of payment,
before any distribution of assets is made to holders of Common Stock or
any other capital stock that ranks junior to the Series A Preferred as to
liquidation rights.
On April 24 and 27, 1995, the Trust sold an aggregate total of
4,200,000 shares of Series A Preferred in an underwritten public
offering.
Item 3. Defaults Upon Senior Securities
None
Item 4. Submission of Matters to a Vote of Security Holders
On May 2, 1995, the Trust held its Annual Meeting of Shareholders.
A total of 40,608,355 shares of common stock, representing 78.5% of the
51,730,984 shares outstanding and entitled to vote as of the record date
(March 17, 1995) were represented in person or by proxy and constituted
a quorum.
At the meeting, nine (9) Directors were re-elected. Each Director
will serve an approximate one (1) year term until the Trust's next
Annual Meeting. The following persons were elected Directors with each
receiving at least 40,367,094 shares, representing 78.03% of the total
number of shares entitled to vote at the meeting and 99.4% of the shares
voted: Jeff C. Bane, Robert P. Buford, R. Toms Dalton, Jr., James
Dolphin, Barry M. Kornblau, John C. Lanford, John P. McCann, H. Franklin
Minor, and C. Harmon Williams, Jr.
Item 5. Other Information
None
Item 6. Exhibits and Reports of Form 8-K
(a) The exhibits listed on the accompanying index to exhibits are
filed as part of this quarterly report.
(b) Reports on Form 8-K
None
<PAGE>
UNITED DOMINION REALTY TRUST, INC.
EXHIBIT INDEX
Item 6 (a)
References to pages under the caption "Location" are to
sequentially numbered pages of the manually signed original of this Form
10-Q, and references to exhibits, forms, or other filings indicate that
the form or other filing has been filed, that the indexed exhibit and
the exhibit referred to are the same and that the exhibit referred to is
incorporated by reference.
Exhibit Description Location
3(a)(i) Restated Articles of Incorporation Exhibit 3 to the Trust's
Quarterly Report on Form
10-Q for the quarter
ended June 30, 1992
3(a)(ii) Amendment of Restated Articles Exhibit 6(a)(2) to the
of Incorporation Trust's Form 8-A
Registration Statement
dated April 19, 1990
3(a)(iii) Amendment of Restated Articles Exhibit 1(c) to the Trust's
of Incorporation Form 8-A Registration
Statement dated
April 24, 1995
3(b) By-Laws Exhibit 4(c) to the
Trust's Form S-3
Registration Statement
(Registration No.
33-44743) filed with
the Commission on
December 31, 1991
4(i)(a) Specimen Common Stock Exhibit 4(i) to the
Certificate Trust's Annual Report
on Form 10-K for the
year ended December 31, 1993
4(i)(b) Specimen certificate for shares Exhibit 1(e) to the Trust's
of 9 1/4% Series A Cumulative Form 8-A Registration
Redeemable Preferred Stock Statement dated April
24, 1995
4(ii)(a) Loan Agreement dated as of Exhibit 6(c)(l) to the
November 7, 1991, between the Trust's Form 8-A
Trust and Aid Association for Registration Statement
Lutherans dated April 19, 1990
4(ii)(b) Loan Agreement dated as of Exhibit 6(c)(2) to the
November 14, 1991, between the Trust's Form 8-A
Trust and Signet Bank/Virginia Registration Statement
dated April 19, 1990
4(ii)(c) Note Purchase Agreement dated Exhibit 6(c)(3) to the
as February 19, 1992, between Trust's Form 8-A
the Trust and Principal Mutual Registration Statement
Life Insurance Company dated April 19, 1990
4(ii)(e) Note Purchase Agreement dated Exhibit 6(c)(5) to the
as of January 15, 1993, between Trust's Form 8-A
the Trust and CIGNA Property Registration Statement
and Casualty Insurance Company, dated April 19, 1990
Connecticut General Life Insurance
Company, Connecticut General Life
Insurance Company, on behalf of
one or more separate accounts,
Insurance Company of North
America, Principal Mutual Life
Insurance Company and Aid
Association for Lutherans
4(ii)(f)(1) Indenture dated as of April 1, 1994, Exhibit 4(ii)(f)(1)
between the Trust and NationsBank to the Trust's Quarterly
of Virginia, N.A., as Trustee Report on Form 10-Q for
the quarter ended March 31,
1994
4(ii)(f)(2) Resolution of the Board of Directors Exhibit 4(ii)(f)(2)
of the Trust establishing terms of to the Trust's Quarterly
7 1/4% Notes due April 1, 1999 Report on Form 10-Q for
the quarter ended March 31,
1994
4(ii)(f)(3) Form of 7 1/4% Notes due Exhibit 4(ii)(f)(3) to
April 1, 1999 the Trust's Quarterly
Report on Form 10-Q
for the quarter ended
March 31, 1994
4(ii)(f)(4) Resolution of the Board of Exhibit 4 (ii)(f)(4)
the Trust establishing terms of to the Trust's Quarterly
the 8 1/2% Debentures due Report on Form 10-Q for
September 15, 2024 quarter ended September 30,
1994
4(ii)(f)(5) Form of 8 1/2% Debentures Exhibit 4 (ii)(f)(5) to
due September 15, 2024 the Trust's Quarterly
Report on Form 10-Q for
the quarter ended
September 30, 1994
4(ii)(g) Credit Agreement dated as of Exhibit 6 (c)(6) to the
December 15, 1994 between the Trust's Form 8-A
Trust and First Union National Bank Registration Statement
of Virginia dated April 19, 1990
The Trust agrees to furnish to the Commission on request a copy of any
instrument with respect to long-term debt of the Trust or its subsidiary
the total amount of securities authorized under which does not exceed 10%
of the total assets of the Trust.
10(i) Employment Agreement between Exhibit 10(v)(i) to Form
the Trust and John P. McCann 10-K for the year ended
dated October 29, 1982 December 31, 1982.
10(ii) Employment Agreement between Exhibit 10(v)(ii) to
the Trust and James Dolphin, Form 10-K for the year
dated October 29, 1982. ended December 31, 1982.
10(iii) Employment Agreement between Exhibit 10(iii) to Form
The Trust and Barry M. Kornblau, 10-K for the year
dated January 1, 1991. December 31, 1990.
10(iv) 1985 Stock Option Plan, Exhibit B to the Trust's
as amended definitive proxy statement
dated April 13, 1992.
10(v) 1991 Stock Purchase and Loan Plan Exhibit 10(v) to Form 10-K
for the year ended
December 31, 1991.
12 Computation of Ratio of Earnings Exhibit 12 to this Form 10-Q
to Fixed Charges included herein
21 The Trust has the following subsidiaries, all of which are wholly
owned:
The Commons of Columbia, a Maryland corporation
UDRT of North Carolina, L.L.C., a North Carolina limited
liability company
UDRT of Alabama, Inc., an Alabama corporation
<PAGE>
UNITED DOMINION REALTY TRUST, INC.
Form 10-Q
Quarter Ended March 31, 1995
SIGNATURES
Pursuant to the requirements of Section 15(d) of the Securities Exchange
Act of 1934, the Registrant has duly caused this report to be signed on its
behalf by the undersigned hereunto duly authorized.
UNITED DOMINION REALTY TRUST, INC.
Date: May 15, 1995 /s/ James Dolphin
James Dolphin, Senior
Vice President
Chief Financial Officer
Date: May 15, 1995 /s/ Jerry A. Davis
Jerry A. Davis, Vice
President
Corporate Controller
UNITED DOMINION REALTY TRUST, INC. EXHIBIT 12
COMPUTATION OF RATIO OF EARNINGS TO FIXED CHARGES
(DOLLARS IN THOUSANDS)
Three Months Three Months
Ended Ended
March 31, March 31,
1994 1995
Income before extraordinary item $3,415 $6,150
Add:
Portion of rents representative
of the interest factor 22 48
Interest on indebtedness 4,731 10,454
Amortization of debt expense 82 19
Other 450 --
Earnings $8,700 $16,671
Add:
Depreciation on real estate 5,627 9,056
(Gains) losses on investments -- 63
Funds from operations as adjusted $14,327 $25,790
Fixed charges-
Interest on indebtedness $4,731 $10,454
Amortization of debt expense 82 19
Portion of rents representative
of the interest factor 22 48
Fixed Charges $4,835 $10,521
Ratio of earnings to fixed charges 1.80x 1.58x
Ratio of funds from operations to fixed
charges 2.96 2.45
<TABLE> <S> <C>
<ARTICLE> 5
<S> <C>
<PERIOD-TYPE> 12-MOS
<FISCAL-YEAR-END> DEC-31-1994
<PERIOD-END> DEC-31-1994
<CASH> 12,386
<SECURITIES> 0
<RECEIVABLES> 0
<ALLOWANCES> 0
<INVENTORY> 0
<CURRENT-ASSETS> 18,753
<PP&E> 1,028,804
<DEPRECIATION> 129,139
<TOTAL-ASSETS> 930,804
<CURRENT-LIABILITIES> 0
<BONDS> 533,680
<COMMON> 51,732
0
0
<OTHER-SE> 317,695
<TOTAL-LIABILITY-AND-EQUITY> 930,804
<SALES> 45,493
<TOTAL-REVENUES> 45,667
<CGS> 18,563
<TOTAL-COSTS> 18,563
<OTHER-EXPENSES> 10,563
<LOSS-PROVISION> 0
<INTEREST-EXPENSE> 10,454
<INCOME-PRETAX> 6,087
<INCOME-TAX> 0
<INCOME-CONTINUING> 6,150
<DISCONTINUED> 0
<EXTRAORDINARY> 0
<CHANGES> 0
<NET-INCOME> 6,150
<EPS-PRIMARY> 0.12
<EPS-DILUTED> 0.12
</TABLE>
