- -------------------------------------------------------------------------------
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
---------------------------------------------------------------
FORM 8-K/A
AMENDMENT TO APPLICATION OR REPORT
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 28, 1995, which was filed with the Securities and Exchange
Commission on January 11, 1996, to include the Financial Statements of
Businesses Acquired, the Combined Summaries of Revenues and Certain Rental
Expenses, and the Consolidated Pro Forma Condensed Financial Statements and
Notes thereto, as set forth on the pages attached hereto.
ITEM 7. Financial Statements, Pro Forma Financial Information and Exhibits.
(a) Financial Statements of Real Estate Properties Acquired
(b) Pro Forma Financial Information
(c) Exhibits
(23) Consent of experts
SIGNATURES
Pursuant to the requirements of the Securities Exchange Act of 1934, the
registrant has duly caused this Amendment to be signed on its behalf by the
undersigned, thereunto duly authorized.
UNITED DOMINION REALTY TRUST, INC.
(Registrant)
/s/ Jerry A. Davis
Jerry A. Davis
Vice-President & Corporate Controller
Date: December 28, 1995
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<PAGE>
ITEM 7. Financial Statements, Pro Forma Financial Information and Exhibits
Description Location
(a) Financial Statements of Businesses Acquired 3 through 14
(b) Pro Forma Financial Information 15 through 25
(c) Exhibits
(23) Consents of Independent Auditors 26 through 29
<PAGE>
[L.P. MARTIN & COMPANY LETTERHEAD]
Independent Auditors' Report
To the Owners of
Marble Hill Apartments
We have audited the accompanying statement of rental operations (as defined in
Note 2) of Marble Hill Apartments for the year ended December 31, 1994. This
financial statement is the responsibility of the management of Marble Hill
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 Marble Hill
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 Marble
Hill Apartments for the year ended December 31, 1994, in conformity with
generally accepted accounting principles.
/s/ L. P. MARTIN & COMPANY, P.C.
L. P. Martin & Company, P.C.
Certified Public Accountants
Richmond, Virginia
December 5, 1995
<PAGE>
MARBLE HILL APARTMENTS
STATEMENT OF RENTAL OPERATIONS
YEAR ENDED DECEMBER 31, 1994
REVENUES FROM RENTAL PROPERTY $ 1,237,472
RENTAL PROPERTY EXPENSES:
Real Estate Taxes 53,441
Repairs and Maintenance 274,840
Utilities 107,391
Property Management Fees 62,436
Other Operating Expenses 196,621
TOTAL RENTAL PROPERTY EXPENSES 694,729
INCOME FROM RENTAL OPERATIONS $ 542,743
The accompanying notes are an integral part of this statement.
<PAGE>
MARBLE HILL APARTMENTS
NOTES TO THE STATEMENT OF RENTAL OPERATIONS
YEAR ENDED DECEMBER 31, 1994
NOTE 1 - BASIS OF PRESENTATION
Marble Hill Apartments (The Property) consists of a 253 unit townhouse
residential apartment community located in Richmond, Virginia together with the
existing leases. The assets that comprise the Property have been held as an
investment of Shelter Properties VI Limited Partnership, a South Carolina
limited partnership (the owner), throughout the year ended December 31, 1994.
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 Insigna Management Group,
L.P., an affiliate of the owner of the property. Fees for such services were
5% of gross receipts from operations.
NOTE 4 - SALE OF PROPERTY
The property was sold to UDR at Marble Hill, L.L.C. on September 28,
1995. This statement of rental operations has been prepared to be included in a
Current Report on Form 8-K to be filed by United Dominion Realty Trust, Inc.
<PAGE>
[L.P. MARTIN & COMPANY LETTERHEAD]
Independent Auditors' Report
To the Owners of
Mallards of Wedgewood Apartments
We have audited the accompanying statement of rental operations (as defined in
Note 2) of Mallards of Wedgewood Apartments for the year ended December 31,
1994. This financial statement is the responsibility of the management of
Mallards of Wedgewood 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 Mallards of
Wedgewood 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 Mallards
of Wedgewood Apartments for the year ended December 31, 1994, in conformity with
generally accepted accounting principles.
/s/ L. P. MARTIN & COMPANY, P.C.
L. P. Martin & Company, P.C.
Certified Public Accountants
Richmond, Virginia
December 6, 1995
<PAGE>
MALLARDS OF WEDGEWOOD APARTMENTS
STATEMENT OF RENTAL OPERATIONS
YEAR ENDED DECEMBER 31, 1994
REVENUES FROM RENTAL PROPERTY $ 1,305,300
RENTAL PROPERTY EXPENSES:
Real Estate Taxes 113,228
Repairs and Maintenance 168,920
Utilities 22,782
Property Management Fees 52,610
Other Operating Expenses 211,915
TOTAL RENTAL PROPERTY EXPENSES 569,455
INCOME FROM RENTAL OPERATIONS $ 735,845
The accompanying notes are an integral part of this statement.
<PAGE>
MALLARDS OF WEDGEWOOD APARTMENTS
NOTES TO THE STATEMENT OF RENTAL OPERATIONS
YEAR ENDED DECEMBER 31, 1994
NOTE 1 - BASIS OF PRESENTATION
Mallards of Wedgewood Apartments (The Property) consists of a 240 unit garden
style residential apartment community located in Lakeland, Florida together with
the existing leases. The assets that comprise the Property have been held as an
investment of Wedgewood Golf Associates, Ltd., a Florida limited partnership
(the owner), throughout the year ended December 31, 1994. 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 Insignia Management Group,
L.P., an affiliate of the owner of the property. Fees for such services were
4% of gross receipts from operations.
NOTE 4 - SALE OF PROPERTY
The property was sold to United Dominion Realty Trust, Inc. on July 27, 1995.
This statement of rental operations has been prepared to be included in a
Current Report on Form 8-K to be filed by United Dominion Realty Trust, Inc.
<PAGE>
[L.P. MARTIN & COMPANY LETTERHEAD]
Independent Auditors' Report
To the Owners of
Andover Place Apartments
We have audited the accompanying statement of rental operations (as defined in
Note 2) of Andover Place Apartments for the year ended December 31, 1994. This
financial statement is the responsibility of the management of Andover Place
Apartments. Our responsibility is to express an opinion on this statement based
on our audit.
We conducted our audit in accordance with generally accepted auditing standards.
Those standards require that we plan and perform the audit to obtain reasonable
assurance about whether the financial statements are free of material
misstatement. An audit includes examining, on a test basis, evidence supporting
the amounts and disclosures in the financial statements. An audit also includes
assessing the accounting principles used and significant estimates made by
management, as well as evaluating the overall financial statement presentation.
We believe that our audit provides a reasonable basis for our opinion.
The statement was prepared for the purpose of complying with the rules and
regulations of the Securities and Exchange Commission (for inclusion in a
Current Report on Form 8-K of United Dominion Realty Trust, Inc.), as described
in Note 4, and is not intended to be a complete presentation of Briar Club
Apartments' revenues and expenses.
In our opinion, the statement referred to above presents fairly, in all material
respects, the income and operating expenses, as described in Note 2, of Andover
Place Apartments for the year ended December 31, 1994, in conformity with
generally accepted accounting principles.
/s/ L. P. MARTIN & COMPANY, P.C.
L. P. Martin & Company, P.C.
Certified Public Accountants
Richmond, Virginia
December 7, 1995
<PAGE>
ANDOVER PLACE APARTMENTS
STATEMENT OF RENTAL OPERATIONS
YEAR ENDED DECEMBER 31, 1994
REVENUES FROM RENTAL PROPERTY $ 1,175,173
RENTAL PROPERTY EXPENSES:
Real Estate Taxes 117,862
Repairs and Maintenance 298,993
Utilities 97,830
Property Management Fees (Note 3) 58,668
Other Operating Expenses 204,529
TOTAL RENTAL PROPERTY EXPENSES 777,882
INCOME FROM RENTAL OPERATIONS $ 397,291
The accompanying notes are an integral part of this statement.
<PAGE>
ANDOVER PLACE APARTMENTS
NOTES TO THE STATEMENT OF RENTAL OPERATIONS
YEAR ENDED DECEMBER 31, 1994
NOTE 1 - BASIS OF PRESENTATION
Andover Place Apartments, formerly Vinings at Heritage Place, Phase II, (The
Property) consists of a 200 unit garden style residential apartment community
located in Orlando, Florida together with the existing leases. The assets that
comprise the Property have been held as an investment of Heritage Place II
Associates, Ltd., a Florida limited partnership (the owner), throughout the year
ended December 31, 1994. 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 Florida RS, Inc., an
affilitate of the owner of the property. Fees for such services were 5%
of gross receipts from operations.
NOTE 4 - SALE OF PROPERTY
The property was sold to United Dominion Realty Trust, Inc. on September 28,
1995. This statement of rental operations has been prepared to be included
in a Current Report on Form 8-K to be filed by United Dominion Realty Trust,
Inc.
<PAGE>
[L.P. MARTIN & COMPANY LETTERHEAD]
Independent Auditors' Report
To the Owners of
Hunters Ridge at Walden Lake Apartments
We have audited the accompanying statement of rental operations (as defined in
Note 2) of Hunters Ridge at Walden Lake Apartments for the year ended December
31, 1994. This financial statement is the responsibility of the management of
Hunters Ridge at Walden Lake Apartments. Our responsibility is to express an
opinion on this statement based on our audit.
We conducted our audit in accordance with generally accepted auditing standards.
Those standards require that we plan and perform the audit to obtain reasonable
assurance about whether the financial statements are free of material
misstatement. An audit includes examining, on a test basis, evidence supporting
the amounts and disclosures in the financial statements. An audit also includes
assessing the accounting principles used and significant estimates made by
management, as well as evaluating the overall financial statement presentation.
We believe that our audit provides a reasonable basis for our opinion.
The statement was prepared for the purpose of complying with the rules and
regulations of the Securities and Exchange Commission (for inclusion in a
Current Report on Form 8-K of United Dominion Realty Trust, Inc.), as described
in Note 4, and is not intended to be a complete presentation of Hunters Ridge at
Walden Lake Apartments' revenues and expenses.
In our opinion, the statement referred to above presents fairly, in all material
respects, the income and operating expenses, as described in Note 2, of Hunters
Ridge at Walden Lake Apartments for the year ended December 31, 1994, in
conformity with generally accepted accounting principles.
/s/ L. P. MARTIN & COMPANY, P.C.
L. P. Martin & Company, P.C.
Certified Public Accountants
Richmond, Virginia
November 21, 1995
<PAGE>
HUNTERS RIDGE AT WALDEN LAKE APARTMENTS
STATEMENT OF RENTAL OPERATIONS
YEAR ENDED DECEMBER 31, 1994
REVENUES FROM RENTAL PROPERTY $ 1,923,110
RENTAL PROPERTY EXPENSES:
Real Estate Taxes 181,104
Repairs and Maintenance 240,754
Utilities 181,398
Property Management Fees (Note 3) 77,051
Other Operating Expenses 368,916
TOTAL RENTAL PROPERTY EXPENSES 1,049,223
INCOME FROM RENTAL OPERATIONS $ 873,887
The accompanying notes are an integral part of this statement.
<PAGE>
HUNTERS RIDGE AT WALDEN LAKE APARTMENTS
NOTES TO THE STATEMENT OF RENTAL OPERATIONS
YEAR ENDED DECEMBER 31, 1994
NOTE 1 - BASIS OF PRESENTATION
Hunters Ridge at Walden Lake Apartments (The Property) consists of a 352 unit
garden style residential apartment community located in Plant City, Florida
together with the existing leases. The assets that comprise the Property have
been held as an investment of Walden Lake I Apartments, Ltd., a Florida limited
partnership (the owner), throughout the year ended December 31, 1994. 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 Lincoln Property Services,
Inc., an affiliate of the owner of the property. Fees for such services were
4% of gross receipts from operations.
NOTE 4 - SALE OF PROPERTY
The property was sold to United Dominion Realty Trust, Inc. on June 30, 1995.
This statement of rental operations has been prepared to be included in a
Current Report on Form 8-K to be filed by United Dominion Realty Trust, Inc.
<PAGE>
UNITED DOMINION REALTY TRUST, INC.
CERTAIN PROPERTIES ACQUIRED
COMBINED SUMMARY OF REVENUES AND CERTAIN RENTAL EXPENSES
FOR THE YEAR ENDED DECEMBER 31, 1994
(IN THOUSANDS OF DOLLARS)
Rental income $ 5,641
Rental expenses (excluding depreciation):
Utilities $ 409
Repairs and maintenance 983
Real estate taxes 466
Property management 251
Other rental expenses 982 3,091
----- -------
Excess of revenues over certain rental expenses $ 2,550
=======
UNITED DOMINION REALTY TRUST, INC.
CERTAIN PROPERTIES ACQUIRED
COMBINED SUMMARY OF REVENUES AND CERTAIN RENTAL EXPENSES
FOR THE NINE MONTHS ENDED SEPTEMBER 30, 1995
(IN THOUSANDS OF DOLLARS)
Rental income $ 3,670
Rental expenses (excluding depreciation):
Utilities $ 256
Repairs and maintenance 627
Real estate taxes 320
Property management 171
Other rental expenses 555 1,929
----- -------
Excess of revenues over certain rental expenses $ 1,741
==========
15
<PAGE>
NOTES TO COMBINED SUMMARY OF REVENUES
AND CERTAIN RENTAL EXPENSES
The combined summary of revenues and certain rental expenses reflect
the combined operations of Hunters Ridge Apartments, Mallards of Wedgewood
Apartments, Marble Hill Apartments and Andover Place Apartments ("the
properties"), for the year ended December 31, 1994 based upon the audited
statements of rental operations of the properties appearing elsewhere herein
and for the nine month period ended September 30, 1995 based upon the
unaudited statements of rental operations of the property. During 1994 and a
portion of 1995, the properties were owned by an entity other than United
Dominion Realty Trust, Inc. (the "Company").
The combined 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.
16
<PAGE>
UNITED DOMINION REALTY TRUST, INC.
CONSOLIDATED PRO FORMA CONDENSED FINANCIAL STATEMENTS
(UNAUDITED)
The accompanying consolidated balance sheet at September 30, 1995
includes the acquisitions of Hunters Ridge Apartments, Mallards of Wedgewood
Apartments, Marble Hill Apartments and Andover Place Apartments as the four
properties were acquired on June 30, 1995, July 27, 1995, September 28, 1995 and
September 29, 1995, respectively. There are no adjustments to the accompanying
consolidated balance sheet at September 30, 1995.
The consolidated pro forma condensed statements of operations for the
year ended December 31, 1994 and the nine months ended September 30, 1995 assume
the acquisition of the properties as if they had occurred at the beginning of
each period presented.
The consolidated pro forma condensed statements have been prepared by
the management of the Company. 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 consolidated pro forma condensed
financial statements and Notes thereto, should be read in conjunction with the
Company's audited financial statements for the year ended December 31, 1994
(included in the Trust's Form 10-K for the year ended December 31, 1994) and
the unaudited financial statements as of September 30, 1995 and for the nine
months then ended (included in the Company's Form 10-Q for the periods ended
September 30, 1995) and the accompanying notes.
17
<PAGE>
UNITED DOMINION REALTY TRUST, INC.
CONSOLIDATED BALANCE SHEET
SEPTEMBER 30, 1995
(Unaudited)
(In thousands, except share data)
HISTORICAL (1)
Assets
Real estate owned
Apartments $1,077,236
Shopping centers 50,948
Office and industrial buildings 4,608
1,132,792
Less accumulated depreciation 142,919
989,873
Cash and cash equivalents 7,031
Receivable from underwriters 57,354
Other assets 27,417
$1,081,675
Liabilities and shareholders' equity
Mortgage notes payable $166,732
7 1/4% Notes due April 1, 1999 75,000
8 1/2% debentures due September 15, 2024 150,000
Other notes payable 134,992
Accounts payable, accrued expenses and other 22,984
Distributions payable to shareholders 12,610
562,318
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), 4,200,000 shares issued and
outstanding 105,000
Common stock, $1 par value; 100,000,000 shares
authorized 56,045,232 shares issued and
outstanding 56,045
Additional paid in capital 477,186
Notes receivable from officer shareholders (5,959)
Distributions in excess of earnings (113,094)
Unrealized gain on securities available-for-sale 179
Total shareholders' equity 519,357
$1,081,675
See accompanying notes.
<PAGE>
UNITED DOMINION REALTY TRUST, INC.
NOTES TO CONSOLIDATED BALANCE SHEETS
SEPTEMBER 30, 1995
(1) Represents the Company's Historical Balance Sheet contained in its
Quarterly Report on Form 10-Q for the nine months ended September 30,
1995.
19
<PAGE>
UNITED DOMINION REALTY TRUST, INC.
CONSOLIDATED PRO FORMA CONDENSED STATEMENT OF OPERATIONS
For the Twelve Months Ended December 31, 1994
(Unaudited)
(In thousands of dollars, except per share data)
<TABLE>
<CAPTION>
ACQUISITIONS
PREVIOUSLY
REPORTED ON
FORMS 8-K DATED
APRIL 15, 1994,
MAY 17, 1994, 1994 ACQUISITIONS
MAY 26, 1994, ACQUISITIONS PRO FORMA REPORTED ON
HISTORICAL SEPTEMBER 1, 1994 AND PRO FORMA BEFORE 1995 FORMS 8-K DATED
(1) OCTOBER 14, 1994 (2) ADJUSTMENTS ACQUISITIONS JUNE 30, 1995
<S> <C> <C> <C> <C> <C>
Income
Property operations:
Rental Income $139,972 $27,128 $167,100 $11,095
Property expenses:
Utilities 11,206 2,019 13,225 681
Repairs & maintenance 21,216 4,205 25,421 1,453
Real estate taxes 9,658 2,296 11,954 741
Property management 4,645 1,304 ($328)(6) 5,621 441
Other operating expenses 12,141 3,629 (277)(7) 15,493 1,144
Depreciation of
real estate owned 28,729 4,514 (8) 33,243
87,595 13,453 3,909 104,957 4,460
Income from property operations 52,377 13,675 (3,909) 62,143 6,635
Interest income 756 (111)(10) 645
53,133 13,675 (4,020) 62,788 6,635
Expenses
Interest 28,521 7,649 (9) 36,170
General and administrative 4,803 4,803
Other depreciation and
amortization 691 691
34,015 0 7,649 41,664 0
Income before gains (losses)
on investments and
extraordinary item 19,118 13,675 (11,669) 21,124 6,635
Gains (losses) on sale of
investment 108 108
Income before extraordinary item 19,226 13,675 (11,669) 21,232 6,635
Extraordinary item - early
extinguishment of debt (89) (89)
Net income 19,137 13,675 (11,669) 21,143 6,635
Dividends to preferred
shareholders
Net income available to common
shareholders $19,137 $13,675 ($11,669) $21,143 $6,635
Net income per common share $0.41 $0.42
Distributions declared per common
share $0.78 $0.78
Weighted average number of common
share outstanding 46,182 4,022 (19) 50,204
See accompanying notes.
<CAPTION>
ACQUISITIONS
PREVIOUSLY
JUNE 30, 1995 REPORTED ON DECEMBER 28, 1995
PRO FORMA FORMS 8-K DATED PRO FORMA PRO
ADJUSTMENTS DECEMBER 28, 1995 (4) ADJUSTMENTS FORMA
<S> <C> <C> <C> <C>
Income
Property operations:
Rental Income $5,641 $183,836
Property expenses:
Utilities 409 14,315
Repairs & maintenance 983 27,857
Real estate taxes 466 13,161
Property management ($60)(11) 251 ($58)(14) 6,195
Other operating expenses 982 17,619
Depreciation of
real estate owned 1,637 (12) 869 (15) 35,749
1,577 3,091 811 114,896
Income from property operations (1,577) 2,550 (811) 68,940
Interest income 645
(1,577) 2,550 (811) 69,585
Expenses
Interest 716 (16) 36,886
General and administrative 4,803
Other depreciation and
amortization 691
0 0 716 42,380
Income before gains (losses)
on investments and
extraordinary item (1,577) 2,550 (1,527) 27,205
Gains (losses) on sale of
investment 108
Income before extraordinary item (1,577) 2,550 (1,527) 27,313
Extraordinary item - early
extinguishment of debt (89)
Net income (1,577) 2,550 (1,527) 27,224
Dividends to preferred
shareholders 6,289 (13) 2,031 (17) 8,320
Net income available to common
shareholders ($7,866) $2,550 ($3,558) $18,904
Net income per common share $0.38
Distributions declared per common
share $0.78
Weighted average number of common
share outstanding 50,204
</TABLE>
<PAGE>
UNITED DOMINION REALTY TRUST, INC.
CONSOLIDATED PRO FORMA CONDENSED STATEMENT OF OPERATIONS
For the Nine Months Ended September 30, 1995
(Unaudited)
(In thousands of dollars, except per share data)
<TABLE>
<CAPTION>
ACQUISITIONS
PREVIOUSLY JUNE 30, 1995 ACQUISITIONS
REPORTED ON ACQUISITIONS REPORTED ON
FORM 8-K DATED PRO FORMA FORM 8-K DATED
HISTORICAL (1) JUNE 30, 1995 (3) ADJUSTMENTS (5) DECEMBER 28, 1995 (4)
<S> <C> <C> <C> <C>
Income
Property operations:
Rental income $143,082 $2,849 $1,045 $3,670
Property expenses:
Utilities 10,627 174 64 256
Repairs & maintenance 22,493 268 98 627
Real estate taxes 10,115 184 67 320
Property management 4,153 113 $20 (11) 171
Other operating expenses 12,631 289 106 555
Depreciation of real estate owned 28,545 559 (12)
88,564 1,028 914 1,929
Income from property operations 54,518 1,821 131 1,741
Interest income 1,031 0
55,549 1,821 131 1,741
Expenses
Interest 30,563
General and administrative 3,771
Other depreciation and amortization 835
35,169 0 0 0
Income before gains (losses) on investments
and extraordinary item 20,380 1,821 131 1,741
Gains (losses) on sale of investments 4,844
Net income 25,224 1,821 131 1,741
Dividends to preferred shareholders 4,209 1,964 (13)
Net income available to common shareholders $21,015 $1,821 ($1,833) $1,741
Net income per common share $0.41
Distributions declared per common share $0.675
Weighted average number of common shares
outstanding 51,597
<CAPTION>
DECEMBER 28, 1995
ACQUISITIONS
PRO FORMA PRO
ADJUSTMENTS FORMA
<S> <C> <C>
Income
Property operations:
Rental Income $150,646
Property expenses:
Utilities 11,121
Repairs & maintenance 23,486
Real estate taxes 10,686
Property management ($45)(14) 4,412
Other operating expenses 13,581
Depreciation of real estate owned 529 (15) 29,633
484 92,919
Income from property operations (484) 57,727
Interest income (269)(18) 762
(753) 58,489
Expenses
Interest 532 (16) 31,095
General and administrative 3,771
Other depreciation and amortization 835
532 35,701
Income before gains (losses) on investments
and extraordinary item (1,285) 22,788
Gains (losses) on sale of investments 4,844
Net income (1,285) 27,632
Dividends to preferred shareholders 635 (17) 6,808
Net income available to common shareholder ($1,920) $20,824
Net income per common share $0.40
Distributions declared per common share $0.675
Weighted average number of common shares
outstanding 51,597
</TABLE>
See accompanying notes.
<PAGE>
UNITED DOMINION REALTY TRUST, INC.
NOTES TO CONSOLIDATED PRO FORMA STATEMENTS OF OPERATIONS
FOR THE NINE MONTHS ENDED SEPTEMBER 30, 1995 AND
THE YEAR ENDED DECEMBER 31, 1994
(UNAUDITED)
Basis of Presentation
The accompanying consolidated pro forma statements of operations assume the (i)
the acquisition of four apartment communities previously reported on Form 8-K
dated December 28, 1995, (ii) the acquisition of nine apartment communities
reported on Form 8-K dated June 30, 1995, and (iii) the acquisition of apartment
communities previously reported on Forms 8-K dated April 15, 1994, May 17, 1994,
May 26, 1994, September 1, 1994 and October 14, 1994, at the beginning of each
period presented. On April 24, 1995, the Company sold 4.2 million shares of 9
1/4% Cumulative Redeemable Preferred Stock with a $25 liquidation preference
value ("preferred stock"). Net proceeds from the sale of the preferred stock
were used to fund the Acquisitions Previously Reported on Form 8-K dated June
30, 1995 and to repay in full, then existing bank debt. Of the 4.2 million
shares sold, 2.7 million shares were assumed to be used to acquire the
Acquisitions Previously Reported on Form 8-K dated June 30, 1995 and 878,589
shares were assumed to have been used to acquire Hunters Ridge Apartments and
Mallards of Wedgewood Apartments (two of the properties included herein).
Therefore, such consolidated pro forma statements of operations assume the
issuance of 3.6 million shares of preferred stock from the period January 1,
1995 to April 24, 1995 and on January 1, 1994 for the twelve month period ended
December 31, 1994.
(1) Represents the Company's Historical Statements of Operations contained
in its Quarterly Report on Form 10-Q for the nine months ended
September 30, 1995 and its Annual Report on Form 10-K for the year
ended December 31, 1994.
(2) Amounts appearing under the column entitled "Acquisitions Previously
Reported on Forms 8-K dated April 15, 1994, May 17, 1994, May 26, 1994,
September 1, 1994 and October 14, 1994" give effect to significant
acquisitions that have been previously reported to the Securities and
Exchange Commission by the Company on Forms 8-K dated April 15, 1994,
May 17, 1994, May 26, 1994, September 1, 1994 and October 14,
1994. A reconciliation of net income to previously filed Forms 8-K
and/or 8-K/A is as follows:
8-K Filed Filing to Update Net Income
8-K (In thousands)
April 15, 1994 8-K/A June 7, 1994 $ 845
May 17, 1994 8-K/A July 26, 1994 546
May 26, 1994 8-K August 31, 1994 * 6,619
September 1, 1994 8-K/A November 11, 1994 2,242
October 14, 1994 8-K/A December 29, 1994 3,423
-------
$13,675
22
<PAGE>
* 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.
(3) Amounts appearing under the column entitled "Acquisitions Reported on
Forms 8-K dated June 30, 1995" give effect to significant acquisitions
that have been previously reported to the Securities and Exchange
Commission by the Company on Forms 8-K dated June 30, 1995.
(4) Represents actual rental income and related operating expenses of the
"Acquisitions Previously Reported on Form 8-K dated December 28, 1995",
as reported elsewhere herein.
(5) Represents operations of the Acquisitions Reported on Form 8-K dated
June 30, 1995 for the period from April 1, 1995 to each acquisitions
respective purchase date (based on operating statements of the
properties). The Form 8-K dated June 30, 1995 contains pro forma
financial statements for the three month period ended March 31, 1995.
(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, September 1, 1994 and October 14, 1994. The Company
internally charges its apartment portfolio at a cost of
approximately 3.5% of rental income.
(7) To record the net decrease in insurance expense to reflect that the
Company insures its apartments for approximately $107 per unit less
than the historical insurance expense of the Portfolio
Acquisition previously reported to the Securities and Exchange
Commission on Form 8-K dated May 26, 1994.
(8) To record depreciation 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, September 1, 1994 and October 14,
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 the estimated useful lives of the related assets which range
from 15 to 35 years. Buildings have been depreciated over 35 years and
other improvements over 15 years.
(9) To record interest expense on bank debt and tax-exempt bonds used to
finance Acquisitions Previously Reported on Forms 8-K dated April 15,
1994, May 17, 1994, May 26, 1994, September 1, 1994 and October 14,
1994 at market interest rates available to the Company at the time
of each respective acquisition.
(10) 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), Regatta Shores
Apartments (as previously reported on Form 8-K dated September 1, 1994)
and for the acquisition of Mediterranean Village Apartments, Briar Club
Apartments, Covington Crossing Apartments and Hunters Trace Apartments
(as previously reported on Form 8-K dated October 14, 1994) at assumed
interest rates in effect at the time of the acquisition.
23
<PAGE>
(11) Reflects the net decrease in property management fees for the
Acquisitions Previously Reported on Form 8-K dated June 30, 1995. The
Company internally charges its apartment properties at a cost of
approximately 3.5% of rental income.
(12) Reflects the net adjustments to depreciation expense to record the
Acquisitions Previously Reported on Form 8-K dated June 30, 1995 at the
beginning of each period presented. Depreciation is based upon the
allocation of the purchase price of each of the properties.
Depreciation is computed on a straight-line basis over the estimated
useful lives of the related assets which range from 15 to 35 years.
Buildings have been depreciated over 35 years and other improvements
over 15 years based upon the allocation of the initial cost of the
Acquisitions Previously Reported on Form 8-K dated June 30, 1995 in the
amount of $65.7 million.
(13) Reflects the adjustment to net income to record dividends paid to
preferred shareholders on 2.7 million shares of preferred stock in
calculating net income available to common shareholders from the period
January 1, 1995 to April 24, 1995 and for the twelve month period ended
December 31, 1994.
(14) Reflects 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.
(15) Reflects the net adjustments to depreciation expense to record the
properties at the beginning of each period presented. Depreciation is
based upon the allocation of the purchase price of each of the
properties. Depreciation is computed on a straight-line basis over the
estimated useful lives of the related assets which range from 15 to 35
years. Buildings have been depreciated over 35 years and other
improvements over 15 years based upon the allocation of the initial
cost of the properties in the amount of $32.9 million.
(16) Reflects the additional interest expense associated with the
acquisition of the properties as follows: (i) bank debt used to fund
the acquisitions at market interest rates available to the Trust at the
time of each respective acquisition, (ii) the assumption of a mortgage
note in the amount of $3.3 million bearing interest of 7.6% in
connection with the acquisition of Marble Hill Apartments and (iii) the
assumption of a $5.6 million tax-exempt housing bond bearing interest
of 5.14% in connection with the acquisition of Andover Place
Apartments.
(17) Reflects the adjustment to net income to record dividends paid to
preferred shareholders on 878,589 shares of preferred stock in
calculating net income available to common shareholders from the period
January 1, 1995 to April 24, 1995 and for the twelve month period ended
December 31, 1994, assumed to have been used to acquire Hunters Ridge
Apartments and Mallards of Wedgewood Apartments, two of the properties
included herein.
(18) Reflects the reduction of interest income associated with the use of
short-term investments to acquire the Hunters Ridge Apartments and
Mallards of Wedgewood Apartments at market interest rates in effect at
the time of the acquisition.
24
<PAGE>
(19) Represents the adjustment to the weighted average number of common
shares outstanding to account for the sale of 8,479,400 shares of
Common Stock in a public offering at $14.25 per share in June, 1994, as
if the sale had occurred on January 1, 1994. Net proceeds from the sale
were used to acquire 21 properties included in a 25 property portfolio
as reported to the Securities and Exchange Commission on Form 8-K dated
May 26, 1994.
25
[L.P. MARTIN & COMPANY LETTERHEAD]
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-3 No. 33-55159, Registration
Statement Form S-3 No. 33-64275, Registration Statement Form S-8 No. 33-47926,
Registration Statement Form S-8 No. 33-48000, and Registration Statement Form
S-8 No. 33-58201 of United Dominion Realty Trust, Inc. of our report dated
November 21, 1995, with respect to the statement of rental operations of Hunters
Ridge at Walden Lake Apartments for the year ended December 31, 1994, included
in this Form 8-K/A, Amendment to Application or Report on Form 8-K dated
December 28, 1995.
/s/ L.P. MARTIN & COMPANY, P.C.
L.P. Martin & Company, P.C.
Certified Public Accountants
Richmond, Virginia
March 8, 1996
<PAGE>
[L.P. MARTIN & COMPANY LETTERHEAD]
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-3 No. 33-55159, Registration
Statement Form S-3 No. 33-64275, Registration Statement Form S-8 No. 33-47926,
Registration Statement Form S-8 No. 33-48000, and Registration Statement Form
S-8 No. 33-58201 of United Dominion Realty Trust, Inc. of our report dated
December 7, 1995, with respect to the statement of rental operations of Andover
Place Apartments for the year ended December 31, 1994, included in this Form
8-K/A, Amendment to Application or Report on Form 8-K dated December 28, 1995.
/s/ L.P. MARTIN & COMPANY, P.C.
L.P. Martin & Company, P.C.
Certified Public Accountants
Richmond, Virginia
March 8, 1996
<PAGE>
[L.P. MARTIN & COMPANY LETTERHEAD]
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-3 No. 33-55159, Registration
Statement Form S-3 No. 33-64275, Registration Statement Form S-8 No. 33-47926,
Registration Statement Form S-8 No. 33-48000, and Registration Statement Form
S-8 No. 33-58201 of United Dominion Realty Trust, Inc. of our report dated
December 6, 1995, with respect to the statement of rental operations of Mallards
of Wedgewood Apartments for the year ended December 31, 1994, included in this
Form 8-K/A, Amendment to Application or Report on Form 8-K dated December 28,
1995.
/s/ L.P. MARTIN & COMPANY, P.C.
L.P. Martin & Company, P.C.
Certified Public Accountants
Richmond, Virginia
March 8, 1996
<PAGE>
[L.P. MARTIN & COMPANY LETTERHEAD]
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-3 No. 33-55159, Registration
Statement Form S-3 No. 33-64275, Registration Statement Form S-8 No. 33-47926,
Registration Statement Form S-8 No. 33-48000, and Registration Statement Form
S-8 No. 33-58201 of United Dominion Realty Trust, Inc. of our report dated
December 5, 1995 with respect to the statement of rental operations of Marble
Hill Apartments for the year ended December 31, 1994, included in this Form
8-K/A, Amendment to Application or Report on Form 8-K dated December 28, 1995.
/s/ L.P. MARTIN & COMPANY, P.C.
L.P. Martin & Company, P.C.
Certified Public Accountants
Richmond, Virginia
March 8, 1996
