SECURITIES AND EXCHANGE COMMISSION
Washington, DC 20549
FORM 8-K
CURRENT REPORT PURSUANT TO SECTION 13 OR 15 (D) OF
THE SECURITIES EXCHANGE ACT OF 1934
Date of Report (Date of earliest event reported) April 12, 1996
------------------------------
UNITED DOMINION REALTY TRUST, INC.
(Exact name of registrant as specified in its charter)
Virginia 1-10524 54-0857512
(State or other jurisdiction of (Commission (I.R.S. Employer
incorporation of organization) File Number) Identification No.)
10 South Sixth Street, Suite 203, Richmond, Virginia 23219-3802
(Address of principal executive offices)
Registrant's telephone number, including area code (804) 780-2691
----------------------------
NO CHANGE
(Former name or former address, if change since last report)
<PAGE>
ITEM 5. Other Events
During 1995, United Dominion Realty Trust, Inc. and its wholly owned
subsidiaries acquired 23 apartment communities containing 5,142 apartment homes
at a total cost of $195.3 million, including closing costs. Unaudited
consolidated pro forma results of operations for the year ended December 31,
1995 are included herein and such pro forma results of operations assume the
acquisition of 13 apartment communities containing 2,417 apartment homes at a
total cost of $98.6 million, including closing costs, as if the acquisitions had
occurred on January 1, 1995.
The unaudited information is not necessarily indicative of what the
consolidated results of operations would have been for United Dominion Realty
Trust, Inc. if the acquisitions had occurred on January 1, 1995. Additionally,
the pro forma information does not purport to be indicative of United Dominion
Realty Trust, Inc.'s consolidated results of operations for future periods.
ITEM 7. Financial Statements, Pro Forma Financial Information and Exhibits
Description Location
(a) Pro Forma Financial Information 3 through 7
2
<PAGE>
UNITED DOMINION REALTY TRUST, INC.
CONSOLIDATED PRO FORMA STATEMENT OF OPERATIONS
For the Twelve Months Ended December 31, 1995
(Unaudited)
(In thousands of dollars, except per share data)
<TABLE>
<CAPTION>
ACQUISITIONS
PREVIOUSLY
REPORTED ON
FORM 8-K DATED
HISTORICAL (1) JUNE 30, 1995 (2)
-------------- -----------------
Revenues
<S> <C> <C>
Rental Income $195,240 $2,849
Interest and other income 1,692
------- -------
196,932 2,849
Expenses
Rental Expenses
Utilities 14,464 174
Repairs & maintenance 30,374 268
Real estate taxes 14,058 184
Property management 5,300 113
Other operating expenses 17,446 289
Depreciation of real estate owned 38,939
Interest 40,646
General and administrative 4,865
Other depreciation and amortization 1,103
Impairment loss on real estate held
for disposition 1,700
-------- -------
168,895 1,028
-------- -------
Income before gains (losses) on sales of
investments and extraordinary item 28,037 1,821
Gains (losses) on sales of investments 5,090
-------- -------
Income before extraordinary item 33,127 1,821
Extraordinary item --
------- -------
Net income 33,127 1,821
Dividends to preferred shareholders 6,637
------- -------
Net income available to common shareholders $26,490 $1,821
======== =======
Net income per common share $0.50
=======
Distributions declared per common share $0.90
=======
Weighted average number of common shares outstanding 52,781
<CAPTION>
ACQUISITIONS
JUNE 30, 1995 PREVIOUSLY
ACQUISITIONS REPORTED ON
PRO FORMA FORM 8-K DATED
ADJUSTMENTS (4) DECEMBER 28, 1995 (3)
Revenues ----------------- ---------------------
<S> <C> <C>
Rental Income $1,045 $3,670
Interest and other income
------ ------
1,045 3,670
Expenses
Rental Expenses
Utilities 64 256
Repairs & maintenance 98 627
Real estate taxes 67 320
Property management 20 (5) 171
Other operating expenses 106 555
Depreciation of real estate owned 559 (6)
Interest
General and administrative
Other depreciation and amortization
Impairment loss on real estate held
for disposition
------ -------
914 1,929
------ -------
Income before gains (losses) on sales of investments
and extraordinary item 131 1,741
Gains (losses) on sales of investments
------- -------
Income before extraordinary item
Extraordinary item 131 1,741
------- -------
Net income 131 1,741
Dividends to preferred shareholders 1,964 (7)
------- -------
Net income available to common shareholders ($1,833) $1,741
======= =======
Net income per common share
Distributions declared per common share
Weighted average number of common shares outstanding
<CAPTION>
DECEMBER 28, 1995
ACQUISITIONS
PRO FORMA PRO
ADJUSTMENTS FORMA
------------------- ---------
Revenues
<S> <C> <C>
Rental Income $202,804
Interest and other income ($269)(12) $1,423
--------- --------
(269) 204,227
Expenses
Rental Expenses
Utilities 14,958
Repairs & maintenance 31,367
Real estate taxes 14,629
Property management (45)(8) 5,559
Other operating expenses 18,396
Depreciation of real estate owned 529 (9) 40,027
Interest 532 (10) 41,178
General and administrative 4,865
Other depreciation and amortization 1,103
Impairment loss on real estate held for disposition 1,700
------- --------
1,016 173,782
------- --------
Income before gains (losses) on sales of investments
and extraordinary item (1,285) 30,445
Gains (losses) on sales of investments 5,090
-------- --------
Income before extraordinary item (1,285) 35,535
Extraordinary item --
-------- --------
Net income (1,285) 35,535
Dividends to preferred shareholders 635 (11) 9,236
-------- --------
Net income available to common shareholders ($1,920) $26,299
======== ========
Net income per common share $0.50
========
Distributions declared per common share $0.90
========
Weighted average number of common shares outstanding 52,781
</TABLE>
See accompanying notes.
<PAGE>
UNITED DOMINION REALTY TRUST, INC.
NOTES TO CONSOLIDATED PRO FORMA STATEMENT OF OPERATIONS
FOR THE YEAR ENDED DECEMBER 31, 1995
(UNAUDITED)
Basis of Presentation
The accompanying consolidated pro forma statement of operations assumes
the the acquisition of four apartment communities previously reported
on Form 8-K dated December 28, 1995 and the acquisition of nine
apartment communities previously reported on Form 8-K dated June 30,
1995, as if the acquisitions had occurred on January 1, 1995. 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 temporarily repay in full, then existing bank debt
until such time additional acquisitions were completed. 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 in the acquisitions previously reported
on Form 8-K dated December 28, 1995). 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.
(1) Represents the Company's Historical Statements of Operations contained
in its Annual Report on Form 10-K for the year ended December 31, 1995.
(2) Amounts appearing under the column entitled "Acquisitions Previously
Reported on Form 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 Form 8-K dated June 30, 1995.
(3) Amounts appearing under the column entitled "Acquisitions Previously
Reported on Form 8-K dated December 28, 1995" give effect to
significant acquisitions that have been previously reported to the
Securities and Exchange Commission by the Company on Form 8-K dated
December 28, 1995.
(4) Represents operations of the Acquisitions Reported on Form 8-K dated
June 30, 1995 for the 33 day period from April 1, 1995 to May 3, 1995,
which represents the period not owned by the Company during the second
quarter of 1995 (based on operating statements of the properties for
the stub period January 1, 1995 to March 31, 1995). The Form 8-K dated
June 30, 1995 contains pro forma financial statements for the three
month period ended March 31, 1995.
4
<PAGE>
(5) 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 a management
fee 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.
(6) Reflects the net adjustments to depreciation expense to record the
Acquisitions Previously Reported on Form 8-K dated June 30, 1995.
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 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. The
allocation and estimated useful lives are as follows:
<TABLE>
<CAPTION>
Estimated
Allocation of Useful Life Depreciation
Purchase Price In Years Adjustment **
<S> <C> <C> <C>
Buildings $50,495,338 35 $492,931
Other Improvements 2,916,939 15 66,441
Land 12,292,524 N/A --
------------ ------------
Total $65,704,801 $559,372
=========== ============
</TABLE>
** The Acquisitions Previously Reported on Form 8-K dated June
30, 1995 were purchased by the Company on May 4, 1995, as
such, the depreciation adjustment is computed for the 123 day
period (out of 360 days) the properties were not owned by the
Company during 1995.
(7) Reflects the adjustment to net income to record the dividends paid to
preferred shareholders on 2,719,412 shares of preferred stock in
calculating net income available to common shareholders for the 114 day
period (out of 365 days) from the period January 1, 1995 to April 24,
1995.
(8) Reflects the net decrease in property management fees for the
Acquisitions Previously Reported on Form 8-K dated December 28, 1995.
The Company internally charges its apartment properties a fee 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.
(9) Reflects the net adjustments to depreciation expense to record the
Acquisitions Previously Reported on Form 8-K dated December 28, 1995.
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 based upon the
5
<PAGE>
allocation of the initial cost of the properties in the amount of $32.9
million. The allocation and estimated useful lives are as follows:
<TABLE>
<CAPTION>
Estimated
Allocation of Useful Life Depreciation
Purchase Price In Years Adjustment**
<S> <C> <C> <C>
Buildings $25,438,503 35 $442,549
Other Improvements 2,138,662 15 86,814
Land 5,290,780 N/A --
------------- ------------
Total $32,867,945 $529,363
=========== ============
</TABLE>
** The Acquisitions Previously reported on Form 8-K dated December 28,
1995, were purchased by the Company at various times during the second
and third quarters of 1995. The depreciation adjustment is computed for
each property based on the number of days not owned by the Company
during 1995. The weighted average number of days the properties were
not owned by the Company during 1995 was 219.2 days (out of 360 days).
(10) Reflects the additional interest expense for 271 of the 365 days
(Marble Hill Apartments and Andover Place Apartments were purchased on
September 28, 1995) during 1995 associated with the acquisition of the
properties as follows: (i) variable-rate bank debt used to fund the
acquisitions at market interest rates available to the Company at the
time of each respective acquisition, (ii) the assumption of a
fixed-rate 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 variable-rate tax-exempt
housing bond bearing interest of 5.14% in connection with the
acquisition of Andover Place Apartments.
<TABLE>
<CAPTION>
Amount of Interest Interest
Property Type of Debt Debt Rate Adjustment
------------ ------------------- ------------- ---------- ----------
<S> <C> <C> <C> <C>
Marble Hill Bank Debt $ 2,629,662 6.48% $126,517
Marble Hill Mortgage Debt 3,344,066 7.60% 188,697
Andover Place Bank Debt 46,284 6.48% 2,227
Andover Place Tax-Exempt Bonds 5,620,000 5.14% 214,475
------------- ---------
$11,640,012 $531,916
============= =========
</TABLE>
(11) Reflects the adjustment to net income to record the dividends paid to
preferred shareholders on 878,589 shares of preferred stock in
calculating net income available to common shareholders for the 114 day
period (out of 365 days) from January 1, 1995 to April 24, 1995.
6
<PAGE>
(12) Reflects the reduction of interest income associated with the use of
short-term investments to acquire the Hunters Ridge Apartments (66 of
the 365 days during 1995) and Mallards of Wedgewood Apartments (93 of
the 365 days during 1995) at market interest rates in effect at the
time of the acquisitions. As discussed in the "Basis of Presentation",
Hunters Ridge Apartments and Mallards of Wedgewood Apartments were
assumed to have been acquired with 878,589 shares of preferred stock
(See Note 11). The net proceeds from the sale of the preferred stock
were recieved on April 24, 1995 and were temporarily invested in
short-term investments until such time as these acquisitions occurred.
<TABLE>
<CAPTION>
Purchase Interest Interest Income
Property Price Rate Adjustment
<S> <C> <C> <C>
Hunters Ridge $13,403,983 6.17% $149,544
Mallards of Wedgewood 7,823,950 6.00% 119,610
----------- -----------
$21,227,933 $269,154
=========== ===========
</TABLE>
7
<PAGE>
Signatures
Pursuant to the requirements of the Securities Exchange Act of 1934,
the registrant has duly caused this report to be signed on its behalf by the
undersigned hereunto duly authorized.
UNITED DOMINION REALTY TRUST, INC.
Date: April 12, 1996 /s/ James Dolphin
-------------- ---------------------------------
James Dolphin, Senior Vice President
Chief Financial Officer
Date: April 12, 1996 /s/ Jerry A. Davis
-------------- ---------------------------------
Jerry A. Davis, Vice President
Corporate Controller
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