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. 3
The undersigned registrant hereby amends its Current Report on Form 8-K dated
October 14, 1994, which was filed with the Securities and Exchange Commission on
December 29, 1994. The Consolidated Pro Forma Statements of Operations for
the twelve months ended December 31, 1993 and the nine months ended September
30, 1994, were revised to move the line items of interest, other depreciation
and amortization, and general and administrative expenses directly under the
caption "Expenses". The Notes to the Consolidated Pro Forma Financial Statements
were revised to include more detailed information regarding the calculation
of pro forma adjustments of interest expense, interest income and depreciation
expense.
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>
UNITED DOMINION REALTY TRUST, INC.
CONSOLIDATED PRO FORMA STATEMENT OF OPERATIONS
For the Nine Months Ended September 30, 1994
(Unaudited)
(In thousands of dollars, except per share data)
<TABLE>
<CAPTION>
ACQUISITIONS
PREVIOUSLY
REPORTED ON
FORMS 8-K DATED
APRIL 15, 1994, ACQUISITION
MAY 17, 1994, REPORTED ON
MAY 26, 1994 AND FORM 8-K DATED
HISTORICAL (1) SEPTEMBER 1, 1994 (4) OCTOBER 14, 1994 (5)
STATEMENT OF OPERATIONS
<S> <C> <C> <C>
Revenues
Rental Income $95,905 $20,860 $6,268
Interest and other income 541
96,446 20,860 6,268
Expenses
Rental expenses:
Utilities 7,928 1,713 306
Repairs & maintenance 14,607 3,471 734
Real estate taxes 6,475 1,536 760
Property management 3,596 1,000 304
Other operating expenses 8,206 2,888 741
Depreciation of real estate owned 19,807
Interest 18,202
General and administrative 3,566
Other depreciation and amortization 581
82,968 10,608 2,845
Income before gains (losses) on sales of investments
and extraordinary item 13,478 10,252 3,423
Gains (losses) on sales 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 common share $0.30
Distributions declared per share $0.585
Weighted average number of shares outstanding 44,814 5,377
<CAPTION>
PREVIOUS
PRO FORMA PRO FORMA PRO
ADJUSTMENTS ADJUSTMENTS FORMA
STATEMENT OF OPERATIONS
<S> <C> <C> <C>
Revenues
Rental Income $123,033
Interest and other income (96)(11) (15)(14) 430
(96) (15) 123,463
Expenses
Rental expenses:
Utilities 9,947
Repairs & maintenance 18,812
Real estate taxes 8,771
Property management ($239)(6) ($89)(12) 4,572
Other operating expenses (277)(7) 11,558
Depreciation of real estate owned 3,354 (8) 1,160 (13) 24,321
Interest 5,218 (8) 2,437 (15) 25,857
General and administrative 3,566
Other depreciation and amortization 581
8,056 3,508 107,985
Income before gains (losses) on sales of investments
and extraordinary item (8,152) (3,523) 15,478
Gains (losses) on sales of investments (20)
Income before extraordinary item (8,152) (3,523) 15,458
Extraordinary item - early extinguishment of
debt (89)
Net income ($8,152) ($3,523) $ 15,369
Net income per common share $0.31
Distributions declared per share $0.585
Weighted average number of shares outstanding 50,191
</TABLE>
<PAGE>
UNITED DOMINION REALTY TRUST, INC.
CONSOLIDATED PRO FORMA STATEMENT OF OPERATIONS
For The Twelve Months Ended December 31, 1993
(Unaudited)
(In thousands of dollars, except per share data)
<TABLE>
<CAPTION>
ACQUISITIONS
PREVIOUSLY 1993
REPORTED ON ACQUISITIONS PRO FORMA
FORM 8-K DATED PRO FORMA BEFORE 1994
HISTORICAL (1) DECEMBER 31, 1993 (3) ADJUSTMENTS ACQUISITIONS
<S> <C> <C> <C> <C>
Revenues
Rental Income $89,084 $9,424 $98,508
Interest and other income 708 ($438)(10) 270
89,792 9,424 (438) 98,778
Expenses
Rental expenses:
Utilities 7,838 846 8,684
Repairs & maintenance 13,950 1,407 15,357
Real estate taxes 5,777 780 6,557
Property management 2,782 422 3,204
Other operating expenses 7,512 1,552 9,064
Depreciation of real estate owned 19,516 1,267 (9) 20,783
Interest 17,237 1,208 (9) 18,445
General and administrative 3,349 3,349
Other depreciation and amortization 545 545
78,506 5,007 2,475 85,988
Income before gains (losses) on sales of investments
and extraordinary item 11,286 4,417 (2,913) 12,790
Gains (losses) on sales of investments (89) (89)
Net income $11,197 $4,417 ($2,913) $12,701
Net income per share $0.29 $0.33
Distributions declared per share $0.70 $0.70
Weighted average number of shares outstanding 38,202 38,202
<CAPTION>
ACQUISITIONS
PREVIOUSLY
REPORTED ON
FORMS 8-K DATED
APRIL 15, 1994, ACQUISITIONS
MAY 17, 1994, REPORTED ON PREVIOUS 1994
MAY 26, 1994 AND FORM 8-K DATED PRO FORMA
SEPTEMBER 1, 1994 (4) OCTOBER 14, 1994 (5) ADJUSTMENTS
<S> <C> <C> <C>
Revenues
Rental Income $47,005 $8,578
Interest and other income
47,005 8,578 0
Expenses
Rental expenses:
Utilities 3,551 440
Repairs & maintenance 6,969 1,019
Real estate taxes 3,542 946
Property management 2,243 425 ($528)(6)
Other operating expenses 6,831 956 (554)(7)
Depreciation of real estate owned 7,816 (8)
Interest 11,293 (8)
General and administrative
Other depreciation and amortization
23,136 3,786 18,027
Income before gains (losses) on sales of investments
and extraordinary item 23,869 4,792 (18,027)
Gains (losses) on sales of investments
Net income $23,869 $4,792 ($18,027)
Net income per share
Distributions declared per share
Weighted average number of shares outstanding 8,479
<CAPTION>
PRO FORMA PRO
ADJUSTMENTS FORMA
<S> <C> <C>
Revenues
Rental Income $154,091
Interest and other income 270
0 154,361
Expenses
Rental expenses:
Utilities 12,675
Repairs & maintenance 23,345
Real estate taxes 11,045
Property management ($131)(12) 5,213
Other operating expenses 16,297
Depreciation of real estate owned 1,551 (13) 30,150
Interest 3,319 (15) 33,057
General and administrative 3,349
Other depreciation and amortization 545
4,739 135,676
Income before gains (losses) on sales of investments
and extraordinary item (4,739) 18,685
Gains (losses) on sales of investments (89)
Net income (4,739) $18,596
Net income per share $0.40
Distributions declared per share $0.70
Weighted average number of shares outstanding 46,681
</TABLE>
<PAGE>
UNITED DOMINION REALTY TRUST, INC.
NOTES TO CONSOLIDATED PRO FORMA CONDENSED FINANCIAL
STATEMENTS
(UNAUDITED)
1 Represents the Trust's Historical Statements of Operations contained
in its Quarterly Report on Form 10Q for the nine months ended
September 30, 1994 and its Annual Report on Form 10K for the year
ended December 31, 1993.
2. 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 a tax-exempt bond on Hunters Trace Apartments in the
amount of $5.97 million. 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. The
purchase price, including closing costs, for the three properties
acquired subsequent to September 30, 1994 is as follows:
PROPERTY ACQUIRED PURCHASE PRICE
(IN THOUSANDS)
Briar Club Apartments $ 8,143
Covington Crossing Apartments 5,319
Hunters Trace Apartments 7,565
-------
Total $ 21,027
======
3. Amounts appearing under the column entitled "Acquisitions Previously
Reported on Form 8-K dated December 31, 1993" give effect to
significant acquisitions that were previously reported to the
Securities and Exchange Commission by the Trust on Form 8-K dated
December 31, 1993 and subsequently amended by Form 8-K/A No.1 filed
with the Securities and Exchange Commission on March 3, 1994 and is
inclusive of the net adjustments required to allow for a full year of
actual rental income and related expenses. Acquisitions previously
reported on Form 8-K dated December 31, 1993 were for the nine month
period ended September 30, 1993. This column includes the adjustments
to net income for these properties between October 31, 1993 and
December 31, 1993 which were not included in the Trust's historical
statements of operation. These adjustments were derived from the
operating statements of the respective properties.
4. 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
<PAGE>
Commission by the Trust on Forms 8-K dated April 15, 1994, May 17,
1994, May 26, 1994 and September 1, 1994. A reconciliation of net
income for the nine months ended September 30, 1994 and for the
twelve months ended December 31, 1993 to previously filed Forms 8-K
and/or 8-K/A is as follows:
<TABLE>
<CAPTION>
Net Income Net Income
Filing to Update (Nine Months, (Twelve Months,
8-K Filed 8-K In Thousands) In Thousands)
<S> <C> <C> <C> <C>
April 15, 1994 8-K/A June 7, 1994 $ 845 $ 3,832
May 17, 1994 8-K/A July 26, 1994 546 2,094
May 26, 1994 8-K August 31, 1994 * 6,619 13,568
September 1, 1994 8-K/A November 11, 1994 2,242 4,375
------ -------
$10,252 $ 23,869
====== ======
</TABLE>
* The Form 8-K dated August 31, 1994 updated the Form 8-K dated May
26, 1994 for the six month period ended June 30, 1994.
5. 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.
6. To record the net decrease in property management fees for the
acquisitions previously reported to the Securities and Exchange
Commission on Forms 8-K dated April 15, 1994, May 17, 1994, May 26,
1994 and September 1, 1994. The Trust internally manages its apartment
properties at a cost of approximately 3.5% of rental income. The
Company uses 98% of the amount reported as rental income in
calculating the property management fee, as 2% of the amount reported
as rental income is assumed to be other income which is not subject to
management fee.
7. To record the net decrease in insurance expense to reflect that the
Trust insures its apartments for $107.22 per unit less than the
historical insurance expense for the 5,170 apartment units contained
in the Portfolio Acquisition previously reported to the Securities and
Exchange Commission on Form 8-K dated May 26, 1994.
8. To record depreciation and interest expense on the acquisitions
previously reported to the Securities and Exchange Commission on Forms
8-K dated April 15, 1994, May 17, 1994, May 26, 1994 and September 1,
1994. Depreciation is based upon the allocation of the purchase price
of each of the properties. Depreciation is computed on a straight line
basis over estimated useful lives of the related assets which range
from 15 and 35 years. Buildings have been depreciated over 35 years
and other improvements over 15 years.
9. To record depreciation and interest expense on the acquisitions
previously reported on Form 8-K dated December 31, 1993 and
subsequently amended by Form 8-K/A No. 1 filed with the Securities and
<PAGE>
Exchange Commission on March 3, 1994.
10. 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 as previously reported on Form 8-K dated
December 31, 1993 and subsequently amended by Form 8-K/A No.1 filed
with the Securities and Exchange Commission on March 3, 1994.
11. 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.
12. To record the net decrease in property management fees for the
properties. The Trust internally manages its apartment properties at a
cost of approximately 3.5% of rental income. The Company uses 98% of
the amount reported as rental income in calculating the property
management fee, as 2% of the amount reported as rental income is
assumed to be other income which is not subject to management fee.
13. To record depreciation based upon the allocation of the purchase price
of the properties. Depreciation is based upon the allocation of the
purchase price of each of the properties. Depreciation is computed on
a straight line basis over estimated useful lives of the related
assets based upon the allocation of the initial cost of the properties
of $59.9 million. The allocation and estimated useful lives are as
follows:
<TABLE>
<CAPTION>
Estimated Nine Months, Twelve Months,
Allocation of Useful Life Depreciation Depreciation
Purchase Price In Years Adjustment** Adjustment**
<S> <C> <C> <C> <C>
Buildings $48,068,607 35 $1,027,220 $1,373,389
Other Improvements 2,664,454 15 132,858 177,630
Land 9,194,110 N/A -- --
------------ ---------- ----------
$59,927,171 $1,160,078 $1,551,019
=========== ========== ==========
</TABLE>
** The twelve month depreciation adjustment calculates a full year of
depreciation expense based on the purchase price. The nine month
depreciation adjustment is calculated for the first nine months (273
out of 365 days) of 1994. All of the properties were acquired at or
after the end of the third quarter and had no depreciation expense
recorded in the Trust's historical statement of operations for the
nine months ended September 30, 1994.
14. 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 nine months ended September 30, 1994, such
acquisitions consist of Mediterranean Village Apartments (3 days out
of 365 days), Briar Club Apartments, Covington Crossing Apartments and
Hunters Trace Apartments (4 days out of 365 days).
<PAGE>
<TABLE>
<CAPTION>
Interest
Purchase Interest Income
Property Price Rate Adjustment
-------- -------- ------ ----------
<S> <C> <C> <C>
Mediterranean Village $14,003,901 5.1% $ 5,870
Briar Club 8,143,359 5.3% 4,730
Covington Crossing 5,318,830 5.3% 3,089
Hunters Trace 1,594,992 5.3% 926
---------- --------
$29,061,082 $ 14,615
=========== =========
</TABLE>
15. Reflects the additional interest expense on variable-rate bank debt
used to finance the acquisitions at assumed interest rates equal to
market rates in effect at the time of each respective acquisition and
the assumption of a $5.97 million tax-exempt housing bond bearing a
fixed-rate of interest of 6.25% on Hunters Trace Apartments.
<TABLE>
<CAPTION>
Twelve Nine
Month Month
# Days Type of Amount Interest Interest Interest
Property Adjusted Debt of Debt Rate Adjustment** Adjustment**
- - -------- --------- ------------ ------------- --------- ------------ ------------
<S> <C> <C> <C> <C> <C> <C>
Copperfield 265/365 Bank Debt $24,896,090 5.56% $1,384,223 $1,004,984
Mediterranean Village 270/365 Bank Debt 14,003,901 5.375% 752,710 556,799
Briar Club 269/365 Bank Debt 8,143,359 5.375% 437,706 322,582
Covington Crossing 269/365 Bank Debt 5,318,830 5.375% 285,887 210,695
Hunters Trace 269/365 Bank Debt 1,594,991 5.375% 85,731 63,182
Hunters Trace 273/365 Tax-Exempt
Bond 5,970,000 6.25% 373,125 279,077
------------ ---------- ----------
$59,927,171 $3,319,382 $2,437,319
=========== ---------- ----------
</TABLE>
**The twelve month interest adjustment calculates a full year of interest
expense based upon the amount of debt multiplied by the interest rate. The nine
month interest adjustment is calculated by multiplying the amount of
debt by the interest rate divided by 365 days multiplied by the number of days
not owned by the Trust.
