FORM 8-K/A
UNITED STATES
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. 6
The undersigned registrant hereby amends Item 7 to its Current Report on Form
8-K dated May 26, 1994, which was filed with the Securities and Exchange
Commission on May 26, 1994. The Financial Statements of Real Estate Properties
Acquired, Pro Forma Financial Information and Exhibits were revised to include
the entire item being amended on Form 8-K/A No.1 filed June 7, 1994, Form 8-K/A
No. 2 filed June 16, 1994, Form 8-K/A No. 3 filed July 15, 1994, Form 8-K/A No.
4 filed January 31, 1996 and Form 8-K/A No. 5 filed April 12, 1996.
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 and
Corporate Controller
<PAGE>
ITEM 7. Financial Statements, Pro Forma Financial Information and Exhibits
Description Location
(a) Financial Statements of Businesses Acquired 5 through 14
(b) Pro Forma Financial Information 14 through 23
(c) Exhibits
(23) Consents of Independent Auditors 25 through 26
(99) Rate Hedge Agreement, dated May 18,
1994, between United Dominion Realty
Trust, Inc. and Goldman, Sachs & Co. 27 through 33
<PAGE>
Report of Independent Certified Public Accountants
Holly Tree Park Apartments,
Knolls at Newgate and
Mallard Green Apartments
Merchantville, New Jersey
We have audited the accompanying combined historical summary of gross income and
direct operating expenses of Holly Tree Park Apartments, Knolls at Newgate and
Mallard Green Apartments, as defined in Note 2, for the year ended December 31,
1993. This combined historical summary is the responsibility of the
management of Holly Tree Park Apartments, Knolls at Newgate and Mallard Green
Apartments. Our responsibility is to express an opinion on this combined
historical summary 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 combined historical summary is free of material
misstatement. An audit includes examining, on a test basis, evidence supporting
the amounts and disclosures in the combined historical summary. An audit also
includes assessing the basis of accounting used and the significant estimates
made by management, as well as evaluating the overall presentation of the
combined historical summary. We believe that our audit provides a reasonable
basis for our opinion.
The accompanying combined historical summary was prepared for the purpose of
complying with the rules and regulations of the Securities and Exchange
Commission as described in Note 1 and is not intended to be a complete
presentation of the gross income and direct operating expenses of Holly Tree
Park Apartments, Knolls at Newgate and Mallard Green Apartments.
In our opinion, the combined historical summary referred to above presents
fairly, in all material respects, the combined gross income and combined direct
operating expenses described in Note 2 of Holly Tree Park Apartments, Knolls at
Newgate and Mallard Green Apartments for the year ended December 31, 1993, in
conformity with generally accepted accounting principles.
/s/ BDO Seidman
February 4, 1994
<PAGE>
Combined Historical Summary of Gross
Income and Direct Operating Expenses
Year ended
December 31,
1993
Gross income
Net revenue $2,628,734
Direct operating expenses
Real estate taxes 151,878
Repairs and maintenance 322,839
Utilities 296,193
Property management fees 128,486
Other operating expenses 427,649
Total direct operating expenses 1,327,045
Gross income in excess of direct
operating expenses $1,301,689
See accompanying notes to combined historical summary of gross income and
direct operating expenses.
<PAGE>
Notes to Combined Historical Summary of
Gross Income and Direct Operating Expenses
1. Basis of Presentation
The Holly Tree Park Apartments, Knolls at Newgate and Mallard Green
Apartments (the "Properties") consist of three residential apartment
properties located in Maryland, Virginia and North Carolina, respectively,
together with the existing leases and property management agreements. The
assets that comprise the Properties have been held as an investment of Clover
Income Properties, L.P., Clover Income Properties II, L.P. and Clover Income
Properties III, L.P., respectively (the "Owner"), throughout the period ended
December 31, 1993. The accompanying financial statement presents the
combined results of the Properties as a stand-alone entity.
2. Summary of Significant Accounting Policies
Revenue and Expense Recognition
The accompanying financial statement has been prepared using the accrual method
of accounting. Rental revenue is recognized when earned and represents
potential billings, net of vacancies and bad debts. Certain expenses such as
depreciation, income taxes, interest expense and corporate expenses are not
reflected in the financial statement, 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 (including appliances and carpeting)
are capitalized.
3. The Properties
The Properties are located in Maryland, Virginia and North Carolina. There are
364 apartment units contained within the Properties.
The apartments, which are typically garden-style units with one, two or three
bedrooms, are managed by Allstate Management Corporation, an affiliate of the
owner of the properties. The apartments are generally leased for terms of six
months to one year. Average occupancy of the Properties was approximately 93%
during 1993.
4. Property Management Fees
Property management services are provided through Allstate Management
Corporation, an affiliate of the owner of the Properties. Fees for such
services were 5% of gross receipts from operations, as defined in the applicable
property management agreements.
5. Commitments and Contingencies
The Knolls at Newgate Apartments was acquired subject to an existing ground
lease from an unaffiliated third party which expires April 12, 2039.
Lease payments of $1,440 ($17,280 per annum) are paid monthly. Additional rent,
which is defined as 10% of all collections from tenants in excess of $316,000
for each calendar year, is payable within 90 days after the close of the
calendar year. Additional rent payable at December 31, 1993 was $65,987.
<PAGE>
Report of Independent Auditors
To the Board of Directors
United Dominion Realty Trust, Inc.
We have audited the accompanying combined statement of rental operations of
Clover Financial Partnership Properties, as defined in Note 2, for the year
ended December 31, 1993. This combined statement is the responsibility of
the management of Clover Financial Partnership Properties. Our
responsibility is to express an opinion on this combined statement based on
our audit. We did not audit the statement of rental operations of Crossroads
I, II, and III, Overlook, Park I and II, and Hunting Ridge Apartment
Communities, which statements reflect total revenues of $5,638,277 for the
year ended December 31, 1993. Those statements were audited by other
auditors whose report has been furnished to us, and our opinion, insofar as
it relates to the amounts included for Crossroads I, II and III, Overlook,
Park I and II and Hunting Ridge Apartment Communities, is based solely on the
report of the other auditors.
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 combined statement is free of
material misstatement. An audit includes examining, on a test basis,
evidence supporting the amounts and disclosures in the combined statement.
An audit also includes assessing the basis of accounting used and the
significant estimates made by management, as well as evaluating the overall
presentation of the combined statement. We believe that our audit provides
a reasonable basis for our opinion.
The accompanying combined statement was prepared for the purpose of complying
with the rules and regulations of the Securities and Exchange Commission for
inclusion on a Current Report on Form 8-K of United Dominion Realty Trust as
described in Note 1 and is not intended to be a complete presentation of the
gross income and direct operating expenses of Clover Financial Partnership
Properties.
<PAGE>
In our opinion, based on our audit and the report of other auditors, the
combined statement referred to above presents fairly, in all material
respects, the combined gross income and combined direct operating expenses
described in Note 2 of Clover Financial Partnership Properties for the year
ended December 31, 1993, in conformity with generally accepted accounting
principles.
/s/ ALLOY, SILVERSTEIN, SHAPIRO, ADAMS, MULFORD & CO.
ALLOY, SILVERSTEIN, SHAPIRO, ADAMS, MULFORD & CO.
May 19, 1994
<PAGE>
CLOVER FINANCIAL PARTNERSHIP PROPERTIES
COMBINED STATEMENT OF RENTAL OPERATIONS
YEAR ENDED DECEMBER 31, 1993
REVENUES FROM RENTAL PROPERTY $ 25,715,828
RENTAL PROPERTY EXPENSES
Real Estate Taxes $ 1,823,358
Repairs and Maintenance 4,115,651
Utilities, Water and Sewer 2,165,124
Property Management Fees 1,284,581
Other Operating Expenses 4,061,508
TOTAL RENTAL PROPERTY EXPENSES 13,450,222
INCOME FROM RENTAL OPERATIONS $ 12,265,606
The accompanying notes are an integral part of this statement.
<PAGE>
CLOVER FINANCIAL PARTNERSHIP PROPERTIES
NOTES TO THE COMBINED STATEMENT OF RENTAL OPERATIONS
YEAR ENDED DECEMBER 31, 1993
1. Basis of Presentation
The Clover Financial Partnership Properties consist of residential
apartment communities together with the existing leases and property
management agreements. The assets that comprise the Properties have been
held as investments of Partnerships affiliated with Clover Financial
Corp. throughout the year ended December 31, 1993. The accompanying
financial statement presents the results of the combined rental
operations of the Properties as a single entity. The residential
apartment communities included in the financial statement are as follows:
Apartment Community Location # of Units
Crossroads I, II and III Columbia, South Carolina 622
Overlook Greenville, South Carolina 237
Park I and II Columbia, South Carolina 292
Dover Country Club Dover, Delaware 224
Excalibur Charlotte, North Carolina 240
Great Oaks Ellicott City, Maryland 300
Grove Park Raleigh, North Carolina 65
Hampton Forest Greenville, South Carolina 130
Harris Pond Charlotte, North Carolina 170
Hunting Ridge Greenville, South Carolina 152
Huntingwood Lynchburg, Virginia 114
Indian Hills Anniston, Alabama 140
Landing Greenville, South Carolina 224
Marina Park North Miami, Florida 88
Royal Oaks Savannah, Georgia 228
Somerset Summerville, South Carolina 240
St. Andrews Columbia, South Carolina 232
Three Fountains Montgomery, Alabama 242
Twin Coves Glen Burnie, Maryland 132
Waterford Columbia, South Carolina 268
West Knoll Newark, Delaware 100
Woodside Glen Burnie, Maryland 366
2. Summary of Significant Accounting Policies
Revenue and Expense Recognition
The accompanying combined statement of rental operations has been
prepared using the accrual method of accounting. Certain expenses such
as depreciation, amortization, income taxes and mortgage interest expense
are not reflected in the statement of rental operations, as required by
Rule 3-14 of Regulation S-X of the Securities and Exchange Commission.
<PAGE>
CLOVER FINANCIAL PARTNERSHIP PROPERTIES
NOTES TO THE COMBINED STATEMENT OF RENTAL OPERATIONS
YEAR ENDED DECEMBER 31, 1993
(Continued)
2. Summary of Significant Accounting Policies
Repairs and Maintenance
Repairs and maintenance costs were expensed as incurred, while
significant improvements, renovations and replacements were capitalized.
3. Property Management Fees
Property management services were provided through affiliates of Clover
Financial Corp. Fees for such services vary by apartment community, as
defined in the applicable property management agreements. Property
management fees for the year ended December 31, 1993 are summarized as
follows:
Apartment Community % of Gross Receipts Amount
Crossroads I, II and III 4% $ 124,111
Overlook 4% 35,530
Park I and II 4% 44,987
Dover Country Club 6% 84,484
Excalibur Apartments 5% 65,788
Great Oaks 6% 129,550
Grove Park 5% 18,466
Hampton Forest 5% 28,688
Harris Pond - (a) 60,000
Hunting Ridge 5% 27,261
Huntingwood 5% 32,657
Indian Hills 5% 37,032
Landing 5% 51,995
Marina Park 5% 32,453
Royal Oaks - (b) 107,143
Somerset 6% 59,892
St. Andrews 5% 65,069
Three Fountains 3% 38,842
Twin Coves 5% 36,592
Waterford 3% 38,145
West Knoll 5% 32,453
Woodside 6% 133,443
Total $ 1,284,581
(a) Annual fee of $60,000
(b) Seven year agreement for $750,000 ($107,143 annually)
<PAGE>
Report of Independent Auditors
To the Board of Directors
United Dominion Realty Trust, Inc.
We have audited the accompanying combined statement of rental operations of
Clover Financial Partnership Properties, as defined in Notes 1 and 2, for the
year ended December 31, 1993. This combined statement is the responsibility of
the management of Clover Financial Partnership Properties. Our responsibility is
to express an opinion on this combined 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 combined statement is free from material
misstatement. An audit includes examining, on a test basis, evidence supporting
the amounts and disclosures in the combined statement. An audit also includes
assessing the basis of accounting used and the significant estimates made by
management, as well as evaluating the overall presentation of the combined
statement. We believe that our audit provides a reasonable basis for our
opinion.
The accompanying combined statement of rental operations was prepared for the
purpose of complying with the rules and regulations of the Securities and
Exchange Commission for inclusion on a Current Report on form 8-K of United
Dominion Realty Trust, Inc. As described in Note 2 and is not intended to be a
complete presentation of the gross income and direct operating expenses of
Clover Financial Partnership Properties.
In our opinion, based on our audit the combined statement of rental operations
presents fairly, in all material respects, the combined gross income and
combined direct operating expenses described in Note 2 of the Clover Financial
Partnership Properties described in Note 1 for the year ended December 31, 1993,
in conformity with generally accepted accounting principles.
/s/ D'Amico, Caglioti & Co.
D'Amico, Caglioti & Co.
Marlton, New Jersey
May 19, 1994
<PAGE>
CLOVER FINANCIAL PARTNERSHIP PROPERTIES
COMBINED STATEMENT OF RENTAL OPERATIONS
YEAR ENDED DECEMBER 31, 1993
REVENUES FROM RENTAL PROPERTY $ 5,638,277
RENTAL PROPERTY EXPENSES
Real Estate Taxes $ 411,453
Repairs and Maintenance 892,660
Utilities, Water & Sewer 489,126
Property Management Fees 231,889
Other Operating Expenses 1,022,281
TOTAL RENTAL PROPERTY EXPENSES 3,047,409
INCOME FROM RENTAL OPERATIONS $ 2,590,868
THE ACCOMPANYING NOTES ARE AN INTEGRAL PART OF THIS STATEMENT
<PAGE>
CLOVER FINANCIAL PARTNERSHIP PROPERTIES
NOTES TO THE COMBINED STATEMENT OF RENTAL OPERATIONS
YEAR ENDED DECEMBER 31, 1993
1. BASIS OF PRESENTATION
The Clover Financial Partnership Properties consist of residential apartment
communities together with the existing leases and property management
agreements. The assets that comprise the Properties have been held as
investments of Partnerships affiliated with the Clover Financial Corp.
throughout the year ended December 31, 1993. The accompanying financial
statement presents the results of the combined rental operations of only the
properties listed below as a single entity. The residential apartment
communities included in this financial statement are as follows;
Apartment Community Location # of Units
------------------- -------- ----------
Crossroads I, II and III Columbia, South Carolina 622
Overlook Greenville, South Carolina 237
Park I and II Columbia, South Carolina 292
Hunting Ridge Greenville, South Carolina 152
2. SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES
Revenue and Expense Recognition
The accompanying combined statement of rental operations has been prepared using
the accrual method of accounting. Certain expenses such as depreciation,
amortization, income taxes and mortgage interest are not reflected in the
statement of rental operations, as required by rule 3-14 of Regulation S-X of
the Securities and Exchange Commission.
Repairs and Maintenance
Repairs and Maintenance costs were expenses as incurred, while significant
improvements, renovations and replacements were not reflected in the statement
of rental operations.
3. PROPERTY MANAGEMENT FEES
Property management services were provided through affiliates of Clover
Financial Corporation. Fees for such services vary by apartment community, as
defined in the applicable management agreements. Property management fees for
the year ended December 31, 1993 are summarized as follows:
Apartment Community % Gross Receipts Amount
------------------- ---------------- ------
Crossroads I, II and III 4% $ 124,111
Overlook 4% 35,530
Park I and II 4% 44,987
Hunting Ridge 5% 27,261
------
Total $ 231,889
----- =======
4. OTHER OPERATING EXPENSES
General and administrative overhead expenses not associated with the direct
operations of the Properties were not reflected in the combined statement of
rental operations.
<PAGE>
UNITED DOMINION REALTY TRUST, INC.
CERTAIN PROPERTIES PROPOSED TO BE ACQUIRED
SUMMARY OF REVENUES AND CERTAIN RENTAL EXPENSES
FOR THE YEAR ENDED DECEMBER 31, 1993
(IN THOUSANDS OF DOLLARS)
Rental income $28,345
Rental expenses (excluding depreciation):
Utilities $2,461
Repairs and maintenance 4,439
Real estate taxes 1,975
Property management 1,413
Other rental expenses 4,489 14,777
Excess of revenues over certain rental expenses $13,568
CERTAIN PROPERTIES PROPOSED TO BE ACQUIRED
SUMMARY OF REVENUES AND CERTAIN RENTAL EXPENSES
FOR THE THREE MONTHS ENDED MARCH 31, 1994
(IN THOUSANDS OF DOLLARS)
Rental income $ 7,149
Rental expenses (excluding depreciation):
Utilities $ 737
Repairs and maintenance 1,174
Real estate taxes 511
Property management 357
Other rental expenses 1,127 3,906
Excess of revenues over certain rental expenses $ 3,243
<PAGE>
NOTES TO SUMMARY OF REVENUES
AND CERTAIN RENTAL EXPENSES
The summaries of revenues and certain rental expenses reflect the
operations of the Portfolio Acquisition (the "property") for the year ended
December 31, 1993 based upon the audited statement of rental operations of
the properties appearing elsewhere herein and for the three month period
ended March 31, 1994 based upon the unaudited statement of rental operations
of the property.
The summaries have been prepared on the accrual method of accounting.
Rental expenses include repair and maintenance expenses, utilities, real
estate taxes, insurance and certain other expenses. In accordance with the
regulations of the Securities and Exchange Commission, mortgage interest
expenses, depreciation, and general and administrative costs have been
excluded from operating expenses, as they are dependent upon a particular
owner, purchase price or financial arrangement.
In assessing the properties, management considered the existing and
potential tenant base, expected job growth in the area, occupancy rates, the
competitive nature of the market and comparative rental rates. Furthermore,
current and anticipated maintenance and repair costs, real estate taxes and
anticipated capital improvements were assessed.
<PAGE>
UNITED DOMINION REALTY TRUST, INC.
PRO FORMA CONDENSED FINANCIAL STATEMENTS (UNAUDITED)
The following balance sheet at March 31, 1994 gives effect to the
proposed acquisition by the Trust of the 25 apartment communities included in
the Portfolio Acquisition from certain affiliates of the Clover Financial
Corporation, a New Jersey corporation.
The pro forma condensed statements of operations for the year ended
December 31, 1993 and the three months ended March 31, 1994 assume the
acquisition of the property as if it had occurred at the beginning of each
period presented.
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, 1993 (included in the Trust's Form
10-K for the year ended December 31, 1993) and the unaudited financial
statements as of March 31, 1994 and for the three months then ended (included
in the Trust's Form 10-Q for the periods ended March 31, 1994) and the
accompanying notes.
<PAGE>
UNITED DOMINION REALTY TRUST, INC.
PRO FORMA BALANCE SHEET
MARCH 31, 1994
(UNAUDITED)
(IN THOUSANDS OF DOLLARS, EXCEPT SHARE DATA)
<TABLE>
<CAPTION>
ACQUISITIONS
PREVIOUSLY
REPORTED ON
FORM 8-K
DATED APRIL
15, 1994
AND FORM 8-K
PORTFOLIO DATED
HISTORICAL (A) ACQUISITION MAY 17, 1994
<S> <C> <C> <C>
BALANCE SHEET
ASSETS
Real estate owned
Apartments............................................................. $532,227 $ 164,807(B) $ 46,086(G)
Shopping centers....................................................... 74,450
Office and Industrial.................................................. 4,593
611,270 164,807 46,086
Less accumulated depreciation.......................................... 97,150
514,120 164,807 46,086
Cash and cash equivalents................................................ 10,489
Other assets............................................................. 10,993
$535,602 $ 164,807 $ 46,086
LIABILITIES AND SHAREHOLDERS' EQUITY
Mortgage notes payable................................................... $ 72,660 $ 11,696(C) $ 12,444(H)
Notes payable............................................................ 188,101 38,682(D) 33,642(H)
Accounts payable, accrued expenses and other............................. 7,259
Tenants' deposits and rents paid in advance.............................. 3,372
Distributions payable to shareholders.................................... 8,130
279,522 50,378 46,086
Shareholders' equity
Common stock, $1 par value; 60,000,000 shares authorized 41,703,785
shares
issued and outstanding (50,308,894 in pro forma)..................... 41,704 8,479(E)
Additional paid-in capital............................................. 302,981 105,950(F)
Notes receivable from officer shareholders............................. (4,096)
Distributions in excess of net income.................................. (84,509)
Total shareholders' equity............................................. 256,080 114,429 --
$535,602 $ 164,807 $ 46,086
<CAPTION>
PRO
FORMA
<S> <C>
BALANCE SHEET
ASSETS
Real estate owned
Apartments............................................................. $743,120
Shopping centers....................................................... 74,450
Office and Industrial.................................................. 4,593
822,163
Less accumulated depreciation.......................................... 97,150
725,013
Cash and cash equivalents................................................ 10,489
Other assets............................................................. 10,993
$746,495
LIABILITIES AND SHAREHOLDERS' EQUITY
Mortgage notes payable................................................... $ 96,800
Notes payable............................................................ 260,425
Accounts payable, accrued expenses and other............................. 7,259
Tenants' deposits and rents paid in advance.............................. 3,372
Distributions payable to shareholders.................................... 8,130
375,986
Shareholders' equity
Common stock, $1 par value; 60,000,000 shares authorized 41,703,785
shares
issued and outstanding (50,308,894 in pro forma)..................... 50,183
Additional paid-in capital............................................. 408,931
Notes receivable from officer shareholders............................. (4,096)
Distributions in excess of net income.................................. (84,509)
Total shareholders' equity............................................. 370,509
$746,495
</TABLE>
<PAGE>
UNITED DOMINION REALTY TRUST, INC.
NOTES TO PRO FORMA BALANCE SHEET
MARCH 31, 1994
(UNAUDITED)
1. BASIS OF PRESENTATION
The accompanying pro forma balance sheet assumes the completion, as of
March 31, 1994, of (i) the sale of 8,479,400 shares of Common Stock (which
includes the July 1994 sale of 479,400 shares excercised by the underwriters)
at $14.25 per share (the "Offering"), (ii) the proposed acquisition of 25
apartment communities (the "Portfolio Acquisition"), (iii) the acquisition of
five apartment communities purchased in 1994 (previously reported on Forms 8-K
dated April 15, 1994 and May 17, 1994), and (iv) the borrowing of $96,464,000
necessary to fund a portion of the Portfolio Acquisition. In management's
opinion, all significant adjustments necessary to reflect these transactions
have been made. The pro forma balance sheet should be read in conjunction with
the Trust's audited financial statements for the year ended December 31, 1993
and its unaudited financial statements for the first quarter ended March 31,
1994.
The unaudited pro forma balance sheet is not necessarily indicative of what
the Trust's financial position would have been if the Offering and related
acquisitions had been consummated as of March 31, 1994, nor does it purport to
be indicative of the Trust's financial position in future periods.
2. ADJUSTMENTS TO THE PRO FORMA BALANCE SHEET
(A) Represents the Trust's historical balance sheet contained in the
Trust's Quarterly Report on Form 10-Q for the quarter ended March 31, 1994.
(B) Represents the initial purchase price of $162,100,000 for the 25
properties proposed to be acquired in the Portfolio Acquisition plus estimated
closing costs of $2,707,000.
(C) Represents the assumption of two mortgage loans encumbering two
properties included in the Portfolio Acquisition as follows:
<TABLE>
<CAPTION>
LOAN INTEREST
PROPERTY NAME AMOUNT RATE
<S> <C> <C>
Harris Pond Apartments................................................... $5,209,000 8.75%
Royal Oaks Apartments.................................................... 6,487,000 8.50
</TABLE>
(D) Represents assumed additional borrowings of $38,682,000 necessary to
fund a portion of the Portfolio Acquisition.
(E) Represents the issuance of 8,000,000 shares in the Offering and the
issuance of an additional 479,400 shares to cover the over-allotments.
(F) Represents the net proceeds from the Offering and over-allotment
attributable to additional paid-in capital. In determining net proceeds from
the Offering, underwriting discounts and other offering costs equal to 5.3% of
gross proceeds, or $6,402,000, were incurred.
(G) Represents the aggregate purchase price of $46,086,000 of three
apartment communities purchased on April 8, 1994, April 14, 1994, and May 17,
1994 as previously reported on Forms 8-K dated April 15, 1994 and May 17, 1994.
(H) Represents assumed additional borrowings of $33,642,000 on unsecured
notes payable and the assumption of $12,444,000 of tax-exempt bonds necessary to
fund the acquisitions of the properties in (G).
<PAGE>
UNITED DOMINION REALTY TRUST, INC.
PRO FORMA STATEMENT OF OPERATIONS
FOR THE THREE MONTHS ENDED MARCH 31, 1994
(UNAUDITED)
(IN THOUSANDS OF DOLLARS, EXCEPT PER SHARE DATA)
<TABLE>
<CAPTION>
ACQUISITIONS
PREVIOUSLY
REPORTED ON
FORM 8-K DATED
APRIL 15, 1994 AND PRO
PORTFOLIO FORM 8-K DATED FORMA
HISTORICAL (A) ACQUISITION (B) MAY 17, 1994 (C) ADJUSTMENTS
<S> <C> <C> <C> <C>
STATEMENT OF OPERATIONS
INCOME
Property operations:
Rental income........................................... $ 26,706 $ 7,149 $2,443
Property expenses:
Utilities............................................. 2,712 737 121
Repairs & maintenance................................. 3,716 1,174 388
Real estate taxes..................................... 1,802 511 184
Property management................................... 921 357 106 $ (181)(E)
Other operating expenses.............................. 2,234 1,127 280 (139)(F)
Depreciation of real estate owned..................... 5,706 1,335(G)
17,091 3,906 1,079 1,015
Income from property operations........................... 9,615 3,243 1,364
(1,015)
Interest income........................................... 114
9,729 3,243 1,364 (1,015)
EXPENSES
Interest................................................ 4,655 1,631(I)
General and administrative.............................. 1,474
Other depreciation and amortization..................... 185
6,314 -- -- 1,631
Income before gains (losses) on investments............... 3,415 3,243 1,364 (2,646)
Gains (losses) on sale of investments.....................
Net income................................................ $ 3,415 $ 3,243 $1,364 $(2,646)
Net income per share...................................... $ 0.08
Distributions declared per share.......................... .195
Weighted average number of shares outstanding............. 41,688 8,479
<CAPTION>
PRO
FORMA
<S> <C>
STATEMENT OF OPERATIONS
INCOME
Property operations:
Rental income........................................... $36,298
Property expenses:
Utilities............................................. 3,570
Repairs & maintenance................................. 5,278
Real estate taxes..................................... 2,497
Property management................................... 1,203
Other operating expenses.............................. 3,502
Depreciation of real estate owned..................... 7,041
23,091
Income from property operations........................... 13,207
Interest income........................................... 114
13,321
EXPENSES
Interest................................................ 6,286
General and administrative.............................. 1,474
Other depreciation and amortization..................... 185
7,945
Income before gains (losses) on investments............... 5,376
Gains (losses) on sale of investments.....................
Net income................................................ $ 5,376
Net income per share...................................... $ .11
Distributions declared per share.......................... .195
Weighted average number of shares outstanding............. 50,167
</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>
<CAPTION>
ACQUISITIONS
PREVIOUSLY
REPORTED ON
FORM 8-K DATED ACQUISITIONS
APRIL 15, 1994 AND PREVIOUSLY
FORM 8-K REPORTED ON PRO
PORTFOLIO DATED FORM 8-K DATED FORMA
HISTORICAL (A) ACQUISITION (B) MAY 17, 1994 (C) DECEMBER 31, 1993 (D) ADJUSTMENTS
<S> <C> <C> <C> <C> <C>
STATEMENT OF OPERATIONS
INCOME
Property operations:
Rental income..................... $ 89,084 $28,345 $ 10,489 $ 9,424
Property expenses:
Utilities....................... 7,838 2,461 554 846
Repairs & maintenance........... 13,950 4,439 1,542 1,407
Real estate taxes............... 5,777 1,975 865 780
Property management............. 2,782 1,413 447 422 $ (863)(E)
Other operating expenses........ 7,512 4,489 1,296 1,552 (554)(F)
Depreciation of real estate
owned......................... 19,764 7,846(G)
57,623 14,777 4,704 5,007 6,429
Income from property operations..... 31,461 13,568 5,785 4,417 (6,429)
Interest income..................... 708 (438)(H)
32,169 13,568 5,785 4,417 (6,867)
EXPENSES
Interest.......................... 16,938 9,985(I)
General and administrative........ 3,349
Other depreciation and
amortization.................... 596
20,883 -- -- -- 9,985
Income before gains (losses) on
investments....................... 11,286 13,568 5,785 4,417 (16,852)
Gains (losses) on sale of
investments....................... (89)
Net income.......................... $ 11,197 $13,568 $ 5,785 $ 4,417 $(16,852)
Net income per share................ $ 0.29
Distributions declared per share.... 0.70
Weighted average number of shares
outstanding....................... 38,202 8,479
<CAPTION>
PRO
FORMA
<S> <C>
STATEMENT OF OPERATIONS
INCOME
Property operations:
Rental income..................... $137,342
Property expenses:
Utilities....................... 11,699
Repairs & maintenance........... 21,338
Real estate taxes............... 9,397
Property management............. 4,201
Other operating expenses........ 14,295
Depreciation of real estate
owned......................... 27,610
88,540
Income from property operations..... 48,802
Interest income..................... 270
49,072
EXPENSES
Interest.......................... 26,923
General and administrative........ 3,349
Other depreciation and
amortization.................... 596
30,868
Income before gains (losses) on
investments....................... 18,204
Gains (losses) on sale of
investments....................... (89)
Net income.......................... $ 18,115
Net income per share................ $ .39
Distributions declared per share.... 0.70
Weighted average number of shares
outstanding....................... 46,681
</TABLE>
<PAGE>
UNITED DOMINION REALTY TRUST, INC.
NOTES TO PRO FORMA STATEMENTS OF OPERATIONS
FOR THE THREE MONTHS ENDED MARCH 31, 1994 AND
THE YEAR ENDED DECEMBER 31, 1993
(UNAUDITED)
1. BASIS OF PRESENTATION
The accompanying pro forma statements of operations assume the completion
of (i) the sale of 8,479,400 shares of Common Stock (which includes the July
1994 sale of 479,400 shares exercised by the underwriters) at $14.25 per share
(the "Offering"), (ii) the proposed acquisition of 25 apartment communities (the
"Portfolio Acquisition"), (iii) the acquisition of five apartment communities
purchased in 1994 previously reported on Forms 8-K dated April 15, 1994 and May
17, 1994, and (iv) the acquisition of eleven apartment communities previously
reported on Form 8-K dated December 31, 1993, at the beginning of each period
presented. In addition, such pro forma statements of operations also assume that
$24,791,000 of 7 year senior unsecured notes are outstanding for approximately 8
months for the year ended December 31, 1993 and 2 months for the first quarter
of 1994. In management's opinion, all significant adjustments necessary to
reflect these transactions have been made. The pro forma statements of
operations should be read in conjunction with the Trust's audited financial
statements for the year ended December 31, 1993 and its unaudited financial
statements for the three months ended March 31, 1994.
The unaudited pro forma statements of operations are not necessarily
indicative of what the Trust's results would have been for the three months
ended March 31, 1994 and the year ended December 31, 1993 if the Offering and
related acquisitions had been consummated at the beginning of each period
presented, nor do they purport to be indicative of the results of operations or
financial position in future periods.
2. ADJUSTMENTS TO THE PRO FORMA STATEMENTS OF OPERATIONS
(A) Represents the Trust's historical statements of operations contained in
its Quarterly Report on Form 10-Q for the three months ended March 31, 1994 and
its Annual Report on Form 10-K for the year ended December 31, 1993.
(B) Represents actual rental income and related operating expenses of the
proposed Portfolio Acquisition, as reported on Form 8-K dated May 26, 1994.
(C) Represents rental income and related operating expenses of five
apartment acquisitions, as previously reported on Forms 8-K dated April 15, 1994
and May 17, 1994.
(D) Reflects the net adjustments required to allow for a full year of
rental income and operating expenses for the year ended December 31, 1993, for
the Trust's acquisitions reported on Form 8-K during 1993.
(E) Reflects the net decrease in property management fees for the Portfolio
Acquisition and the Trust's 1993 and 1994 acquisitions. The Trust internally
manages its apartment properties at a cost of approximately 3% of rental income.
(F) Reflects 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.
(G) Represents the net adjustments to depreciation expense as outlined in
the table below. Depreciation is computed on a straight-line basis over the
estimated useful lives of the related assets. Buildings have been depreciated
over 35 years and other improvements over 15 years based upon an assumed
allocation of the estimated initial cost of the Portfolio Acquisition.
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<CAPTION>
3 MONTHS ENDED 12 MONTHS ENDED
MARCH 31, 1994 DECEMBER 31, 1993
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Increase related to the Portfolio
Acquisition $1,023,000 $ 4,393,000
Increase related to the acquisitions
previously reported on Form 8-K dated
April 15, 1994 and Form 8-K dated May
17, 1994 312,000 1,943,000
Increase related to the acquisitions
previously reported on Form 8-K dated
December 31, 1993 -- 1,510,000
Total $1,335,000 $ 7,846,000
</TABLE>
<PAGE>
(H) Reflects the reduction of interest income associated with the use of
short-term investments to acquire the properties at assumed interest rates in
effect at the time of each respective acquisition for the year ended December
31, 1993, for the Trust's 1993 acquisitions reported on Form 8-K during 1993.
(I) Reflects the additional interest expense associated with the increase
in bank lines of credit and the assumption of tax-exempt bonds on one of the
1994 property acquisitions and of two mortgage notes assumed to have been
incurred by the Trust to purchase (i) the Portfolio Acquisition at interest
rates and maturities which are currently available to the Trust, (ii) the 1994
apartment acquisitions through May 17, 1994 at interest rates under the Trust's
bank lines of credit on the date of purchase, and (iii) the 1993 apartment
acquisitions made by the Trust at interest rates and maturities that were
available at the time of each acquisition as follows:
<TABLE>
<CAPTION>
3 MONTHS ENDED 12 MONTHS ENDED
MARCH 31, 1994 DECEMBER 31, 1993
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Increase related to the Portfolio
Acquisition $ 914,000 $ 5,259,000
Increase related to the acquisitions
previously reported on Form 8-K
dated April 15, 1994 and Form 8-K dated
May 17, 1994 717,000 3,183,000
Increase related to the acquisitions
previously reported on Form 8-K
dated December 31, 1993 -- 1,543,000
Total $1,631,000 $ 9,985,000
</TABLE>
<PAGE>
CONSENT OF INDEPENDENT
CERTIFIED PUBLIC ACCOUNTANTS
United Dominion Realty Trust, Inc.
Richmond, Virginia
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 4, 1994, with respect to the combined Historical Summary
of Gross Income and Direct Operating Expenses of Holly Tree Park Apartments,
Knolls at Newgate and Mallard Green Apartments for the year ended December 31,
1993 included in this Form 8-K dated May 26, 1994.
/s/ BDO SEIDMAN
Philadelphia, Pennsylvania
May 26, 1994
<PAGE>
CONSENT OF INDEPENDENT AUDITORS
The Board of Directors
United Dominion Realty Trust, Inc.
We consent to the incorporation by reference in the previously filed
Registration Statement Form S-3 No. 33-40433, Registration Statement Form S-3
No. 33-32930, Registration Statement Form S-8 No. 33-47926 and Registration
Statement Form S-8 No. 33-48000 of United Dominion Realty Trust, Inc. of our
report dated May 19, 1994, with respect to the Statement of Rental Operations of
Clover Financial Partnership Properties for the year ended December 31, 1993,
included in this Form 8-K dated May 26, 1994.
/s/ Alloy, Silverstein, Shapiro, Adams, Mulford & Co.
Alloy, Silverstein, Shapiro, Adams, Mulford & Co.
Certified Public Accountants
May 24, 1994
<PAGE>
CONSENT OF INDEPENDENT AUDITORS
The Board of Directors
United Dominion realty Trust, Inc.
We consent to the incorporation by reference in the previously filed
Registration Statement Form S-3 No. 33-40433, Registration Statement Form S-3
No. 33-32930, Registration Statement Form S-8 No. 33-47926 and Registration
Statement Form S-8 No. 33-48000 of United Dominion Realty Trust, Inc. of our
report dated May 19, 1994 with respect to the Statement of Rental Operations of
the Clover Financial Partnership Properties for the year ended December 31,
1993, included in this Form 8-K dated May 26, 1994.
/s/ D'Amico, Caglioti & Co.
D'Amico, Caglioti & Co.
Marlton, New Jersey
February 26, 1996
