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
June 9, 1998, which was filed with the Securities and Exchange Commission on
June 24, 1998, to include the Consolidated Financial Statements of Businesses
Acquired, the Consolidated Pro Forma Financial Statements and Notes thereto, and
Exhibits as set forth on the pages attached hereto.
ITEM 7. Financial Statements, Pro Forma Financial Information and Exhibits.
(a) Financial Statements of Businesses Acquired
(b) Pro Forma Financial Information
(c) Exhibits
(23) Consent of Experts
SIGNATURES
Pursuant to the requirements of the Securities and Exchange Act of
1934, the registrant has duly caused this Amendment to be signed on its behalf
by the undersigned, thereto duly authorized.
UNITED DOMINION REALTY TRUST, INC.
(Registrant)
/s/ James Dolphin
----------------------------------------
James Dolphin
Executive Vice President, Chief Financial
Officer and Chief Accounting Officer
Date: August 13, 1998
<PAGE>
<TABLE>
ITEM 7. Financial Statements, Pro Forma Financial Information and Exhibits
<CAPTION>
Description Location
----------- --------
<S> <C>
(a) Financial Statements of Businesses Acquired 3 through 26
(b) Pro Forma Financial Information 27 through 39
(c) Exhibits
(23) Consent of Independent Public Accountants 40
</TABLE>
<PAGE>
TRAILS AT MOUNT MORIAH APARTMENTS
TRAILS AT KIRBY PARKWAY APARTMENTS
CINNAMON TRAILS APARTMENTS
COMBINED STATEMENT OF RENTAL OPERATIONS
YEAR ENDED DECEMBER 31, 1997
<PAGE>
Independent Auditors' Report
To the Owners of
Trails at Mount Moriah Apartments
Trails at Kirby Parkway Apartments
Cinnamon Trails Apartments
We have audited the accompanying combined statement of rental
operations (as defined in Note 2) of the following apartment properties for the
year ended December 31, 1997:
Trails at Mount Moriah Apartments
Trails at Kirby Parkway Apartments
Cinnamon Trails Apartments
This financial statement is the responsibility of the management of the
apartment properties. 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 statement is free of material
misstatement. An audit includes examining, on a test basis, evidence supporting
the amounts and disclosures in the financial statement. 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 5, and is not intended to be a complete presentation of the apartment
properties' revenues and expenses.
<PAGE>
In our opinion, the statement referred to above presents fairly, in all
material respects, the revenue and operating expenses, as described in Note 2,
of the apartment properties for the year ended December 31, 1997, in conformity
with generally accepted accounting principles.
L. P. Martin & Company, P.C.
Certified Public Accountants
May 8, 1998
<PAGE>
TRAILS AT MOUNT MORIAH APARTMENTS
TRAILS AT KIRBY PARKWAY APARTMENTS
CINNAMON TRAILS APARTMENTS
COMBINED STATEMENT OF RENTAL OPERATIONS
YEAR ENDED DECEMBER 31, 1997
REVENUES FROM RENTAL PROPERTY $ 7,887,777
-----------
RENTAL PROPERTY EXPENSES:
Real Estate Taxes 463,450
Repairs and Maintenance 697,883
Utilities 174,768
Property Management Fees 397,424
Other Operating Expenses 739,325
-----------
TOTAL RENTAL PROPERTY EXPENSES 2,472,850
-----------
INCOME FROM RENTAL OPERATIONS $ 5,414,927
===========
The accompanying notes are an integral part of this statement.
<PAGE>
TRAILS AT MOUNT MORIAH APARTMENTS
TRAILS AT KIRBY PARKWAY APARTMENTS
CINNAMON TRAILS APARTMENTS
NOTES TO THE COMBINED STATEMENT OF RENTAL OPERATIONS
YEAR ENDED DECEMBER 31, 1997
NOTE 1 - BASIS OF PRESENTATION
The apartment properties consist of three residential apartment communities
located in Memphis, Tennessee together with the existing leases. The assets that
comprise the Properties have been held as an investment of the following owners
(the Owners), throughout the year ended December 31, 1997. The accompanying
financial statement presents the results of rental operations of the Properties
as a stand-alone entity.
<TABLE>
<CAPTION>
Property Owner
- -------- -----
<S> <C>
Trails at Mount Moriah Apartments Beeler-Sanders, Ltd., a Texas limited
partnership
Trails at Kirby Parkway Apartments Trails at Kirby Parkway I Associates, Ltd.,
a Tennessee limited partnership
Cinnamon Trails Apartments Trails at Kirby Parkway II Associates, Ltd.,
a Tennessee limited partnership
</TABLE>
NOTE 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, mortgage interest
expense and entity expenses 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.
Advertising - Advertising costs are expensed when incurred.
<PAGE>
TRAILS AT MOUNT MORIAH APARTMENTS
TRAILS AT KIRBY PARKWAY APARTMENTS
CINNAMON TRAILS APARTMENTS
NOTES TO THE COMBINED STATEMENT OF RENTAL OPERATIONS
YEAR ENDED DECEMBER 31, 1997
NOTE 2 - SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (Continued)
Estimates - The preparation of financial statements in conformity with generally
accepted accounting principles requires management to make estimates and
assumptions that affect the reported amounts of revenues and expenses during the
reporting period. Actual results could differ for those estimates.
NOTE 3 - THE PROPERTIES
The properties consist of residential apartment communities. The properties are
located in the southeast area of Memphis, Tennessee. The total number of
apartments is as follows:
Total Number
Property of Apartments
- -------- -------------
Trails at Mount Moriah Apartments 630
Trails at Kirby Parkway Apartments 376
Cinnamon Trails Apartments 208
-----
1,214
=====
NOTE 4 - PROPERTY MANAGEMENT FEES
Property management services were provided through Beeler Properties, Inc., an
affiliate of the Owners of the properties. Fees for such services were 5% of
gross receipts from operations.
NOTE 5 - SALE OF PROPERTIES
The properties were sold to United Dominion Realty, L. P., a wholly owned
subsidiary of United Dominion Realty Trust, Inc. on January 9, 1998. This
combined 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>
DOGWOOD CREEK APARTMENTS
STATEMENT OF RENTAL OPERATIONS
ONE MONTH ENDED JANUARY 31, 1998
<PAGE>
Independent Accountants' Compilation Report
To the Owners of
Dogwood Creek Apartments
We have compiled the accompanying statement of rental operations
exclusive of mortgage interest expense, depreciation, amortization, income taxes
and entity expenses of Dogwood Creek Apartments for the one month ended January
31, 1998, in accordance with Statements on Standards for Accounting and Review
Services issued by the American Institute of Certified Public Accountants.
A compilation is limited to presenting in the form of financial
statements information that is the representation of the management and owners.
We have not audited or reviewed the accompanying financial statement and,
accordingly, do not express an opinion or any other form of assurance on it.
Management has elected to omit substantially all of the disclosures
required by generally accepted accounting principles. If the omitted disclosures
were included in the financial statement, they might influence the user's
conclusions about the results of operations. Accordingly, this financial
statement is not designed for those who are not informed about such matters.
L. P. Martin & Company, P.C.
Certified Public Accountants
Richmond, Virginia
May 1, 1998
<PAGE>
DOGWOOD CREEK APARTMENTS
STATEMENT OF RENTAL OPERATIONS
ONE MONTH ENDED JANUARY 31, 1998
(See Independent Accountants' Compilation Report)
REVENUES FROM RENTAL PROPERTY $ 208,489
---------
RENTAL PROPERTY EXPENSES:
Real Estate Taxes 21,289
Repairs and Maintenance 18,569
Utilities 10,597
Property Management Fees 8,358
Other Operating Expenses 21,262
---------
TOTAL RENTAL PROPERTY EXPENSES 80,075
---------
INCOME FROM RENTAL OPERATIONS $ 128,414
=========
<PAGE>
DOGWOOD CREEK APARTMENTS
STATEMENT OF RENTAL OPERATIONS
YEAR ENDED DECEMBER 31, 1997
<PAGE>
Independent Auditors' Report
To the Owners of
Dogwood Creek Apartments
We have audited the accompanying statement of rental operations (as
defined in Note 2) of Dogwood Creek Apartments for the year ended December 31,
1997. This financial statement is the responsibility of the management of
Dogwood Creek 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 statement is free of material
misstatement. An audit includes examining, on a test basis, evidence supporting
the amounts and disclosures in the financial statement. 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 Dogwood Creek
Apartments' revenues and expenses.
In our opinion, the statement referred to above presents fairly, in all
material respects, the revenues and operating expenses, as described in Note 2,
of Dogwood Creek Apartments for the year ended December 31, 1997, in conformity
with generally accepted accounting principles.
L. P. Martin & Company, P.C.
Certified Public Accountants
Richmond, Virginia
May 1, 1998
<PAGE>
DOGWOOD CREEK APARTMENTS
STATEMENT OF RENTAL OPERATIONS
YEAR ENDED DECEMBER 31, 1997
REVENUES FROM RENTAL PROPERTY $ 1,482,613
-----------
RENTAL PROPERTY EXPENSES:
Real Estate Taxes 51,748
Repairs and Maintenance 166,003
Utilities 78,611
Property Management Fees 60,581
Other Operating Expenses 214,768
-----------
TOTAL RENTAL PROPERTY EXPENSES 571,711
-----------
INCOME FROM RENTAL OPERATIONS $ 910,902
===========
The accompanying notes are an integral part of this statement.
<PAGE>
DOGWOOD CREEK APARTMENTS
NOTES TO THE STATEMENT OF RENTAL OPERATIONS
YEAR ENDED DECEMBER 31, 1997
NOTE 1 - BASIS OF PRESENTATION
Dogwood Creek Apartments (The Property) consists of a 278 unit residential
apartment community located in Collierville, Tennessee, an eastern suburb of
Memphis, together with the existing leases. The assets that comprise the
Property have been held as an investment of Dogwood Apartments, L.L.C., a
Tennessee limited liability company (the Owner), throughout the year ended
December 31, 1997. The accompanying financial statement presents the results of
rental operations of the Property as a stand-alone entity.
The Property began operations in September 1996. As of January 1, 1997, not all
units were available to lease. Construction of the Property was completed in
June 1997, when all units were available to lease.
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 entity expenses 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.
Advertising - Advertising costs are expensed when incurred.
Estimates - The preparation of financial statements in conformity with generally
accepted accounting principles requires management to make estimates and
assumptions that affect the reported amounts of revenues and expenses during the
reporting period. Actual results could differ from those estimates.
NOTE 3 - PROPERTY MANAGEMENT FEES
Property management services were provided through LEDIC Management Group, Inc.
Fees for such services were 4% of gross receipts from operations.
<PAGE>
DOGWOOD CREEK APARTMENTS
NOTES TO THE STATEMENT OF RENTAL OPERATIONS
YEAR ENDED DECEMBER 31, 1997
NOTE 4 - SALE OF PROPERTY
The property was sold to United Dominion Realty, L. P., a wholly owned
subsidiary of United Dominion Realty Trust, Inc. on February 6, 1998. 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>
AUDUBON APARTMENTS
CARMEL APARTMENTS
CIMARRON CITY APARTMENTS
GRAND CYPRESS APARTMENTS
KENTON APARTMENTS
PEPPERMILL APARTMENTS
THE CREST APARTMENTS
VILLAGES OF THOUSAND OAKS APARTMENTS
COMBINED STATEMENT OF RENTAL OPERATIONS
THREE MONTHS ENDED MARCH 31, 1998
<PAGE>
Independent Accountants' Compilation Report
To the Owners of
Audubon Apartments
Carmel Apartments
Cimarron City Apartments
Grand Cypress Apartments
Kenton Apartments
Peppermill Apartments
The Crest Apartments
Villages of Thousand Oaks Apartments
We have compiled the accompanying combined statement of rental
operations exclusive of mortgage interest expense, depreciation, amortization,
income taxes and entity expenses of Audubon Apartments, Carmel Apartments,
Cimarron City Apartments, Grand Cypress Apartments, Kenton Apartments,
Peppermill Apartments, The Crest Apartments, and Villages of Thousand Oaks
Apartments for the three months ended March 31, 1998 in accordance with
Statements on Standards for Accounting and Review Services issued by the
American Institute of Certified Public Accountants.
A compilation is limited to presenting in the form of financial
statements information that is the representation of the management and owners.
We have not audited or reviewed the accompanying financial statement and,
accordingly, do not express an opinion or any other form of assurance on it.
Management has elected to omit substantially all of the disclosures
required by generally accepted accounting principles. If the omitted disclosures
were included in the financial statement, they might influence the user's
conclusions about the results of operations. Accordingly, this financial
statement is not designed for those who are not informed about such matters.
L. P. Martin & Company, P.C.
Certified Public Accountants
Richmond, Virginia
June 29, 1998
<PAGE>
AUDUBON APARTMENTS
CARMEL APARTMENTS
CIMARRON CITY APARTMENTS
GRAND CYPRESS APARTMENTS
KENTON APARTMENTS
PEPPERMILL APARTMENTS
THE CREST APARTMENTS
VILLAGES OF THOUSAND OAKS APARTMENTS
COMBINED STATEMENT OF RENTAL OPERATIONS
THREE MONTHS ENDED MARCH 31, 1998
(See Independent Accountants' Compilation Report)
REVENUES FROM RENTAL PROPERTY $ 2,941,934
-----------
RENTAL PROPERTY EXPENSES:
Real Estate Taxes 350,151
Repairs and Maintenance 348,865
Utilities 150,171
Property Management Fees 117,676
Other Operating Expenses 483,337
-----------
TOTAL RENTAL PROPERTY EXPENSES 1,450,200
-----------
INCOME FROM RENTAL OPERATIONS $ 1,491,734
===========
<PAGE>
AUDUBON APARTMENTS
CARMEL APARTMENTS
CIMARRON CITY APARTMENTS
GRAND CYPRESS APARTMENTS
KENTON APARTMENTS
PEPPERMILL APARTMENTS
THE CREST APARTMENTS
VILLAGES OF THOUSAND OAKS APARTMENTS
COMBINED STATEMENT OF RENTAL OPERATIONS
YEAR ENDED DECEMBER 31, 1997
<PAGE>
Independent Auditors' Report
To the Owners of
Audubon Apartments
Carmel Apartments
Cimarron City Apartments
Grand Cypress Apartments
Kenton Apartments
Peppermill Apartments
The Crest Apartments
Villages of Thousand Oaks Apartments
We have audited the accompanying combined statement of rental
operations (as defined in Note 2) of the following apartment properties for the
year ended December 31, 1997:
Audubon Apartments
Carmel Apartments
Cimarron City Apartments
Grand Cypress Apartments
Kenton Apartments
Peppermill Apartments
The Crest Apartments
Villages of Thousand Oaks Apartments
This financial statement is the responsibility of the management of the
apartment properties. 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 statement is free of material
missatement. An audit includes examining, on a test basis, evidence supporting
the amounts and disclosures in the financial statement. 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 5, and is not intended to be a complete presentation of the apartment
properties' revenues and expenses.
In our opinion, the statement referred to above presents fairly, in all
material respects, the revenue and operating expenses, as described in Note 2,
of the apartment properties for the year ended December 31, 1997, in conformity
with generally accepted accounting principles.
L. P. Martin & Company, P.C.
Certified Public Accountants
Richmond, Virginia
June 29, 1998
<PAGE>
AUDUBON APARTMENTS
CARMEL APARTMENTS
CIMARRON CITY APARTMENTS
GRAND CYPRESS APARTMENTS
KENTON APARTMENTS
PEPPERMILL APARTMENTS
THE CREST APARTMENTS
VILLAGES OF THOUSAND OAKS APARTMENTS
COMBINED STATEMENT OF RENTAL OPERATIONS
YEAR ENDED DECEMBER 31, 1997
REVENUES FROM RENTAL PROPERTY $11,752,231
-----------
RENTAL PROPERTY EXPENSES:
Real Estate Taxes 1,346,927
Repairs and Maintenance 1,546,742
Utilities 590,878
Property Management Fees 470,259
Other Operating Expenses 1,867,102
-----------
TOTAL RENTAL PROPERTY EXPENSES 5,821,908
-----------
INCOME FROM RENTAL OPERATIONS $ 5,930,323
===========
The accompanying notes are an integral part of this statement.
<PAGE>
AUDUBON APARTMENTS
CARMEL APARTMENTS
CIMARRON CITY APARTMENTS
GRAND CYPRESS APARTMENTS
KENTON APARTMENTS
PEPPERMILL APARTMENTS
THE CREST APARTMENTS
VILLAGES OF THOUSAND OAKS APARTMENTS
NOTES TO THE COMBINED STATEMENT OF RENTAL OPERATIONS
YEAR ENDED DECEMBER 31, 1997
NOTE 1 - BASIS OF PRESENTATION
The apartment properties consist of seven residential apartment communities
located in San Antonio, Texas and one residential apartment community located in
Longview, Texas together with the existing leases. The assets that comprise the
Properties have been held as an investment of the following owners (the Owners),
throughout the year ended December 31, 1997. The accompanying financial
statement presents the results of rental operations of the Properties as a
stand-alone entity.
<TABLE>
<CAPTION>
Property Owner
-------- -----
<S> <C>
Audubon Apartments Audubon Associates, Ltd.
a Texas limited partnership
Carmel Apartments Carmel Associates,
a Massachusetts limited partnership
Cimarron City Apartments Cimarron City Associates, Ltd.,
a Texas limited partnership
Grand Cypress Apartments Grand Cypress Apartments, Ltd.,
a Texas limited partnership
Kenton Apartments Kenton Place Limited Partnership,
a Delaware limited partnership
Peppermill Apartments Peppermill Associates, Ltd.,
a Texas limited partnership
The Crest Apartments Woodcreek Austin Associates, Ltd.,
a Texas limited partnership
Villages of Thousand Oaks Apartments Villages of San Antonio Limited Partnership,
a Delaware limited partnership
</TABLE>
(Continued)
<PAGE>
AUDUBON APARTMENTS
CARMEL APARTMENTS
CIMARRON CITY APARTMENTS
GRAND CYPRESS APARTMENTS
KENTON APARTMENTS
PEPPERMILL APARTMENTS
THE CREST APARTMENTS
VILLAGES OF THOUSAND OAKS APARTMENTS
NOTES TO THE COMBINED STATEMENT OF RENTAL OPERATIONS
YEAR ENDED DECEMBER 31, 1997
NOTE 2 - SUMMARY OF SIGNIFICANT ACCOUNTING POLICES
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, mortgage interest
expense and entity expenses 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.
Advertising - Advertising costs are expensed when incurred.
Estimates - The preparation of financial statements in conformity with generally
accepted accounting principles requires management to make estimates and
assumptions that affect the reported amounts of revenues and expenses during the
reporting period. Actual results could differ from those estimates.
NOTE 3 - THE PROPERTIES
The properties consist of garden style residential apartment communities. Seven
of the properties are located in northern San Antonio, Texas and one property is
located east of Dallas, Texas.
Property Total Number of Apartments
Audubon Apartments 216
Carmel Apartments 228
Cimarron City Apartments 140
Grand Cypress Apartments 164
Kenton Apartments 244
Peppermill Apartments 232
The Crest Apartments 280
Villages of Thousand Oaks Apartments 466
-----
1,970
=====
(Continued)
<PAGE>
AUDUBON APARTMENTS
CARMEL APARTMENTS
CIMARRON CITY APARTMENTS
GRAND CYPRESS APARTMENTS
KENTON APARTMENTS
PEPPERMILL APARTMENTS
THE CREST APARTMENTS
VILLAGES OF THOUSAND OAKS APARTMENTS
NOTES TO THE COMBINED STATEMENT OF RENTAL OPERATIONS
YEAR ENDED DECEMBER 31, 1997
NOTE 4 - PROPERTY MANAGEMENT FEES
Property management services were provided through Schuparra Properties
Corporation, an affiliate of the Owners of the properties. Fees for such
services were 4% of gross receipts from operations.
NOTE 5 - SALE OF PROPERTIES
The properties were sold to United Dominion Realty, L. P., a wholly owned
subsidiary of United Dominion Realty Trust, Inc. on April 13, 1998. This
combined 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.
CONSOLIDATED PRO FORMA FINANCIAL STATEMENTS
(UNAUDITED)
The following unaudited consolidated pro forma balance sheets at March
31,1998, give effect to the acquisition by United Dominion Realty Trust (the
"Company") of a portfolio of eight apartment communities acquired on April 16,
1998 and other acquisitions made by the Company during 1997 and 1998. Other than
the eight apartment communities acquired on April 16, 1998 all acquisitions are
reflected in the Company's historical unaudited consolidated balance sheet at
March 31, 1998 included in the Company's quarterly report on Form 10-Q for the
quarter then ended.
The unaudited consolidated pro forma statements of operations for the
twelve months ended December 31, 1997 and the three months ended March 31, 1998
give effect to the following 1998 acquisitions as if they occurred on January 1,
1997: (i) the January 9, 1998 portfolio acquisition of three apartment
communities (collectively the Tennessee Portfolio) which consists of The Trails
at Kirby Parkway Apartments and The Trails at Mount Moriah Apartments (which run
as one community under the name The Trails) and Cinnamon Trails Apartments, (ii)
the acquisition of Dogwood Creek Apartments on February 6, 1998, (iii) the
acquisition of 39 apartment communities with 7,550 apartment homes owned by ASR
Investment Corporation that were merged with and into a wholly-owned subsidiary
of the Company, in a statutory merger on March 27, 1998 and (iv) the April 16,
1998 portfolio acquisition of eight apartment communities (collectively the San
Antonio Portfolio) which consists of Audubon Apartments, Carmel Apartments,
Cimarron Apartments, Grand Cypress Apartments, Kenton Place Apartments,
Peppermill Apartments, The Crest Apartments and Villages of Thousand Oaks
Apartments.
In addition, the unaudited consolidated pro forma statements of
operations for the twelve months ended December 31, 1997 give effect to the
following 1997 acquisitions as if they had occurred on January 1, 1997: (i) the
acquisition of Crosswinds Apartments (formerly Tradewinds Apartments), Stoney
Pointe Apartments (formerly Stoneybrooke Apartments) and Dominion Trinity Place
Apartments, (formerly Trinity Place Apartments) on February 28, 1997, (ii) the
acquisition of Anderson Mill Oaks Apartments acquired on March 25, 1997, Oak
Ridge Apartments (formerly Post Oak Ridge Apartments) acquired on March 27,
1997, and Green Oaks Apartments (formerly Pineloch Apartments) and Skyhawk
Apartments (formerly Seahawk Apartments) acquired on May 8, 1997, (iii) the July
1, 1997 portfolio acquisition of five apartment communities which consists of
Lakeside Apartments, Mallards of Brandywine Apartments, Lotus Landing
Apartments, Orange Oaks Apartments and Forest Creek Apartments, (iv) the
acquisition of Greenhouse Patio Apartments (formerly Pecan Grove Apartments) and
Braesridge Apartments acquired on September 26, 1997, Bammelwood Apartments
acquired on October 30, 1997 and Camino Village Apartments acquired on November
20, 1997 and (v) the acquisition of Waterside at Ironbridge Apartments on
September 29, 1997.
The unaudited consolidated pro forma statements of operations have been
prepared by the management of the Company. The unaudited consolidated pro forma
statements of operations are not necessarily indicative of the results that
would have occurred had the acquisitions been completed on the dates indicated,
nor are purported to be indicative of future results. The unaudited consolidated
pro forma statements of operations should be read in conjunction with United
Dominion's audited consolidated financial statements for the twelve months ended
December 31, 1997 (included in United Dominion's Form 10-K for the twelve months
ended December 31, 1997) and its unaudited consolidated financial statements for
the three months ended March 31, 1998 (included in United Dominion's Form 10-Q
for the quarterly period ended March 31, 1998) and the accompanying notes
thereto.
<PAGE>
<TABLE>
UNITED DOMINION REALTY TRUST, INC.
CONSOLIDATED PRO FORMA BALANCE SHEET
MARCH 31, 1998
(IN THOUSANDS)
(UNAUDITED)
<CAPTION>
Acquisition of
San Antonio
Historical (1) Portfolio Pro Forma
----------------- ------------------ ----------------
<S> <C>
ASSETS
Real estate owned:
Real estate held for investment $ 2,641,958 $ 71,273 (2) $ 2,713,231
Less: accumulated depreciation 214,945 214,945
----------------- ------------------ ----------------
2,427,013 71,273 2,498,286
Real estate under development 38,774 38,774
Real estate held for disposition 153,675 153,675
Cash and cash equivalents 5,961 5,961
Other assets 109,881 109,881
----------------- ------------------ ----------------
Total assets $ 2,735,304 $ 71,273 $ 2,806,577
================= ================== ================
LIABILITIES AND SHAREHOLDERS' EQUITY
Notes payable-secured $ 610,034 $ 43,603 (3) $ 653,637
Notes payable-unsecured 790,083 11,977 (3) 802,060
Real estate taxes payable 18,334 18,334
Accrued interest payable 16,658 16,658
Security deposits and prepaid rent 15,487 15,487
Distributions payable to common and preferred shareholders 27,498 27,498
Accounts payable, accrued expenses and other liabilities 14,376 14,376
----------------- ------------------ ----------------
Total liabilities 1,492,470 55,580 1,548,050
Minority interest of unitholders in operating partnership 37,515 15,100 (3) 52,615
Shareholders' equity:
Preferred stock, no par value; $25 liquidation preference,
25,000,000 shares authorized;
4,200,000 shares 9.25% Series A Cumulative Redeemable 105,000 105,000
6,000,000 shares 8.60% Series B Cumulative Redeemable 150,000 150,000
Common stock, $1 par value; 150,000,000 shares authorized
100,700,952 shares issued and outstanding 100,701 40 (3) 100,741
Additional paid-in capital 1,054,592 553 (3) 1,055,145
Notes receivable from officer-shareholders (8,776) (8,776)
Distributions in excess of net income (196,198) (196,198)
----------------- ------------------ ----------------
Total shareholders' equity 1,205,319 593 1,205,912
================= ================== ================
Total liabilities and shareholders' equity $ 2,735,304 $ 71,273 $ 2,806,577
================= ================== ================
<PAGE>
UNITED DOMINION REALTY TRUST, INC.
NOTES TO CONSOLIDATED PRO FORMA BALANCE SHEET
MARCH 31, 1998
(UNAUDITED)
Basis of Presentation
The accompanying unaudited consolidated pro forma balance sheets give pro forma
effect to the acquisition by the Company of a portfolio of eight apartment
communities consisting of Audubon Apartments, Carmel Apartments, Cimarron City
Apartments, Grand Cypress Apartments. Kenton Place Apartments, Peppermill
Apartments, The Crest Apartments and Village of Thousand Oaks Apartments
(collectively the San Antonio Portfolio), on April 16, 1998 for an aggregate
purchase price of $71.3 million, including closing costs, as if the transaction
had occurred on March 31, 1998. The portfolio acquisition was funded with
additional borrowings under bank lines of credit of approximately $12.0 million,
the assumption of eight mortgage notes payable aggregating $43.6 million and the
issuance of Operating Partnership Units and Common Stock with an aggregate value
of $15.7 million.
(1) Represents the Company's Historical Balance Sheet contained in its
Quarterly Report on Form 10-Q for the three month period ended March
31, 1998.
(2) Represents the acquisition by the Company of the San Antonio Portfolio
on April 16, 1998 for an aggregate purchase price of approximately
$71.3 million, including closing costs.
(3) Represents the financing of the San Antonio Portfolio which consists of
the following: (i) bank line borrowings by the Company of $12.0 million
at a weighted average interest rate of 6.11% (represents the Company's
weighted average market interest rate for short-term bank borrowings at
the time of the portfolio acquisition), (ii) the assumption of eight
mortgage notes payable aggregating $43.6 million bearing a weighted
average interest of 8.44%, (iii) the issuance of 1,023,732 Operating
Partnership Units at a value of $14.75 per Unit for an aggregate value
of $15.1 million and (iv) the issuance of 40,201 shares of common stock
at a value of $14.75 per share for an aggregate value of $.6 million.
<PAGE>
UNITED DOMINION REALTY TRUST, INC.
PRO FORMA COMBINED STATEMENTS OF OPERATIONS
FOR THE THREE MONTHS ENDED MARCH 31, 1998
(IN THOUSANDS, EXCEPT PER SHARE DATA)
(UNAUDITED)
<CAPTION>
United Dominion ASR
Historical (1) Historical (13)
--------------------- -------------------
Income
Rental income $ 104,249 $ 11,730
Interest and non-property income 1,012 252
--------------------- -------------------
105,261 11,982
Expenses
Rental expenses:
Utilities 5,805 744
Repairs and maintenance 12,354 1,043
Real estate taxes 9,052 1,177
Property management 3,330 368
Other rental expenses 10,480 1,890
Depreciation of real estate owned 20,928 2,613
Interest 22,825 3,452
General and administrative 2,163 1,273
Other depreciation and amortization 746 189
--------------------- -------------------
87,683 12,749
--------------------- -------------------
Income before gains on sales of investments and
minority interest of unitholders in operating partnership 17,578 (767)
Gains/(losses) on sales of investments (260)
Minority interest of unitholders in operating partnership (135) (363)
Extraordinary items (7,053)
--------------------- -------------------
Net income 17,183 (8,183)
Dividends to preferred shareholders (5,650)
--------------------- -------------------
Net income available to common shareholders $ 11,533 $ (8,183)
===================== ===================
Basic earnings per common share $ 0.13
=====================
Diluted earnings per common share $ 0.13
=====================
Distributions declared per common share $ 0.2625
=====================
Weighted average number of common shares outstanding-basic 90,867
Weighted average number of common shares outstanding-diluted 92,115
<CAPTION>
United Dominion
Pro Forma Pro Forma
Merger Combined
Adjustments with (ASR)
------------------- ---------------------
Income
Rental income $ $ 115,979
Interest and non-property income 1,264
------------------- ---------------------
117,243
Expenses
Rental expenses:
Utilities 6,549
Repairs and maintenance 13,397
Real estate taxes 10,229
Property management (114) (16) 3,584
Other rental expenses 12,370
Depreciation of real estate owned (253) (17) 23,288
Interest (474) (18) 25,803
General and administrative (993) (19) 2,443
Other depreciation and amortization (18) (20) 917
------------------- ---------------------
(1,852) 98,580
------------------- ---------------------
Income before gains on sales of investments and
minority interest of unitholders in operating partnership 1,852 18,663
Gains/(losses) on sales of investments (260)
Minority interest of unitholders in operating partnership (498)
Extraordinary items 7,053 (21)
------------------- ---------------------
Net income 8,905 17,905
Dividends to preferred shareholders (5,650)
------------------- ---------------------
Net income available to common shareholders $ 8,905 $ 12,255
=================== =====================
Basic earnings per common share $ 0.12
=====================
Diluted earnings per common share $ 0.12
=====================
Distributions declared per common share $ 0.2625
=====================
Weighted average number of common shares outstanding-basic 7,743 (22) 98,610
Weighted average number of common shares outstanding-diluted 9,272 (22) 101,387
<CAPTION>
Acquisition of Acquisition of
Dogwood Creek Tennessee Properties
Apartments & & Dogwood Creek
San Antonio Apartments
Portfolio (23) Adjustments (24)
--------------------- ---------------------------
Income
Rental income $ 3,150 $ 207
Interest and non-property income
--------------------- ---------------------------
3,150 207
Expenses
Rental expenses:
Utilities 161 6
Repairs and maintenance 368 18
Real estate taxes 371 14
Property management 126 10
Other rental expenses 504 20
Depreciation of real estate owned
Interest
General and administrative
Other depreciation and amortization
--------------------- ---------------------------
1,530 68
--------------------- ---------------------------
Income before gains on sales of investments and
minority interest of unitholders in operating partnership 1,620 139
Gains/(losses) on sales of investments
Minority interest of unitholders in operating partnership
Extraordinary items
--------------------- ---------------------------
Net income 1,620 139
Dividends to preferred shareholders
--------------------- ---------------------------
Net income available to common shareholders $ 1,620 $ 139
===================== ===========================
Basic earnings per common share
Diluted earnings per common share
Distributions declared per common share
Weighted average number of common shares outstanding-basic
Weighted average number of common shares outstanding-diluted
<CAPTION>
Acquisition of
Tennessee Properties,
Dogwood Creek Apartments
& San Antonio Portfolio United Dominion
Pro Forma Adjustments Pro Forma
--------------------------------- -----------------------
Income
Rental income $ $ 119,336
Interest and non-property income 1,264
--------------------------------- -----------------------
120,600
Expenses
Rental expenses:
Utilities 6,716
Repairs and maintenance 13,783
Real estate taxes 10,614
Property management (26) (25) 3,694
Other rental expenses 12,894
Depreciation of real estate owned 613 (26) 23,901
Interest 1,290 (27) 27,093
General and administrative 2,443
Other depreciation and amortization 917
--------------------------------- -----------------------
1,877 102,055
--------------------------------- -----------------------
Income before gains on sales of investments and
minority interest of unitholders in operating partnership (1,877) 18,545
Gains/(losses) on sales of investments (260)
Minority interest of unitholders in operating partnership (133) (28) (631)
Extraordinary items
--------------------------------- -----------------------
Net income (2,010) 17,654
Dividends to preferred shareholders (5,650)
--------------------------------- -----------------------
Net income available to common shareholders $ (2,010) $ 12,004
================================= =======================
Basic earnings per common share $ 0.12
=======================
Diluted earnings per common share $ 0.12
=======================
Distributions declared per common share $ 0.2625
=======================
Weighted average number of common shares outstanding-basic 40 (29) 98,650
Weighted average number of common shares outstanding-diluted 1,076 (29) 102,463
<PAGE>
UNITED DOMINION REALTY TRUST, INC.
PRO FORMA COMBINED STATEMENTS OF OPERATIONS
FOR THE TWELVE MONTHS ENDED DECEMBER 31, 1997
(IN THOUSANDS, EXCEPT PER SHARE DATA)
(UNAUDITED)
<CAPTION>
Acquisition of
Option Properties,
Texas Portfolio Acquisition of
and Florida Texas Portfolio
Historical (1) Portfolio (2) Adjustments (3)
----------------- --------------------- ----------------
Revenues
Rental income $ 386,672 $ 6,690 473
Interest and other non-property income 1,123
----------------- --------------------- ----------------
387,795 6,690 473
Expenses
Rental expenses:
Utilities 24,861 454 36
Repairs and maintenance 54,607 865 53
Real estate taxes 30,961 619 55
Property management 12,203 310 18
Other rental expenses 41,099 821 48
Real estate depreciation 76,688
Interest 79,004
General and administrative 7,075
Acquisition related expenses
Other depreciation and amortization 2,084
Impairment loss on real estate held for disposition 1,400
----------------- --------------------- ----------------
329,982 3,069 210
Income from gains on sales of mortgage assets
Income before gains (losses) on sales of investments and
minority interest of unitholders in operating partnership 57,813 3,621 263
Gains on sales of investments 12,664
Minority interest of unitholders in operating partnership (278)
----------------- --------------------- ----------------
Income before extraordinary item 70,199 3,621 263
Extraordinary items-early extinguishment of debt (50)
----------------- --------------------- ----------------
Net income 70,149 3,621 263
Dividends to preferred shareholders (17,345)
----------------- --------------------- ----------------
Net income available to common shareholders $ 52,804 $ 3,621 $ 263
================= ===================== ================
Basic earnings per common share $ 0.61
=================
Diluted earnings per common share $ 0.60
=================
Dividends declared per common share $ 1.01
=================
Weighted average number of common shares-basic 87,145
Weighted average number of common shares -diluted 87,339
<CAPTION>
Option Properties,
Texas Portfolio Acquisition
and Florida of Houston
Portfolio Portfolio and
Pro Forma Waterside at
Adjustments Ironbridge (7)
---------------------- ------------------
Revenues
Rental income $ $ 8,773
Interest and other non-property income
---------------------- ------------------
8,773
Expenses
Rental expenses:
Utilities 609
Repairs and maintenance 1,418
Real estate taxes 929
Property management (92) (4) 361
Other rental expenses 1,133
Real estate depreciation 1,059 (5)
Interest 2,801 (6)
General and administrative
Acquisition related expenses
Other depreciation and amortization
Impairment loss on real estate held for disposition
---------------------- ------------------
3,768 4,450
Income from gains on sales of mortgage assets
Income before gains (losses) on sales of investments and
minority interest of unitholders in operating partnership (3,768) 4,323
Gains on sales of investments
Minority interest of unitholders in operating partnership
---------------------- ------------------
Income before extraordinary item (3,768) 4,323
Extraordinary items-early extinguishment of debt
---------------------- ------------------
Net income (3,768) 4,323
Dividends to preferred shareholders
---------------------- ------------------
Net income available to common shareholders $ (3,768) $ 4,323
====================== ==================
Basic earnings per common share
Diluted earnings per common share
Dividends declared per common share
Weighted average number of common shares-basic
Weighted average number of common shares -diluted
<CAPTION>
Acquisition of
Houston Portfolio
and Waterside at
Ironbridge Pro Forma
Adjustments (8) Adjustments
---------------------- ------------------
Revenues
Rental income $ 1,127 $
Interest and other non-property income
---------------------- ------------------
1,127 0
Expenses
Rental expenses:
Utilities 76
Repairs and maintenance 183
Real estate taxes 118
Property management 46 (103) (9)
Other rental expenses 143
Real estate depreciation 1,437 (10)
Interest 3,304 (11)
General and administrative
Acquisition related expenses
Other depreciation and amortization
Impairment loss on real estate held for disposition
---------------------- ------------------
566 4,638
Income from gains on sales of mortgage assets
Income before gains (losses) on sales of investments and
minority interest of unitholders in operating partnership 561 (4,638)
Gains on sales of investments
Minority interest of unitholders in operating partnership (331) (12)
---------------------- ------------------
Income before extraordinary item 561 (4,969)
Extraordinary items-early extinguishment of debt
---------------------- ------------------
Net income 561 (4,969)
Dividends to preferred shareholders
---------------------- ------------------
Net income available to common shareholders $ 561 $ (4,969)
====================== ==================
Basic earnings per common share
Diluted earnings per common share
Dividends declared per common share
Weighted average number of common shares-basic
Weighted average number of common shares -diluted
<CAPTION>
Pro Forma
Before 1998 ASR ASR Pro Forma
Acquisitions Historical (13) Adjustments (14)
------------------ ----------------- -----------------------
Revenues
Rental income $ 403,735 $ 33,034 $ 13,640
Interest and other non-property income 1,123 732 (162)
------------------ ----------------- -----------------------
404,858 33,766 13,478
Expenses
Rental expenses:
Utilities 26,036 2,351 1,061
Repairs and maintenance 57,126 3,126 1,782
Real estate taxes 32,682 2,972 1,520
Property management 12,743 1,320 240
Other rental expenses 43,244 5,308 1,498
Real estate depreciation 79,184 6,335 3,299
Interest 85,109 9,642 3,847
General and administrative 7,075 3,114 (55)
Acquisition related expenses 6,684
Other depreciation and amortization 2,084 412 24
Impairment loss on real estate held for disposition 1,400
------------------ ----------------- -----------------------
346,683 41,264 13,216
Income from gains on sales of mortgage assets 17,213 52
Income before gains (losses) on sales of investments and
minority interest of unitholders in operating partnership 58,175 9,715 314
Gains on sales of investments 12,664 474
Minority interest of unitholders in operating partnership (609) (355)
------------------ ----------------- -----------------------
Income before extraordinary item 70,230 9,834 314
Extraordinary items-early extinguishment of debt (50)
------------------ ----------------- -----------------------
Net income 70,180 9,834 314
Dividends to preferred shareholders (17,345)
------------------ ----------------- -----------------------
Net income available to common shareholders $ 52,835 $ 9,834 $ 314
================== ================= =======================
Basic earnings per common share
Diluted earnings per common share
Dividends declared per common share
Weighted average number of common shares-basic
Weighted average number of common shares -diluted
<CAPTION>
Pro Forma
Disposition of Merger
Mortgage Assets (15) Adjustments
------------------------- -----------------
Revenues
Rental income $ $
Interest and other non-property income
------------------------- -----------------
Expenses
Rental expenses:
Utilities
Repairs and maintenance
Real estate taxes
Property management (486) (16)
Other rental expenses
Real estate depreciation (194) (17)
Interest (1,624) (18)
General and administrative (2,432) (19)
Acquisition related expenses
Other depreciation and amortization (24) (20)
Impairment loss on real estate held for disposition
------------------------- -----------------
(4,760)
Income from gains on sales of mortgage assets (17,265)
Income before gains (losses) on sales of investments and
minority interest of unitholders in operating partnership (17,265) 4,760
Gains on sales of investments
Minority interest of unitholders in operating partnership
------------------------- -----------------
Income before extraordinary item (17,265) 4,760
Extraordinary items-early extinguishment of debt
------------------------- -----------------
Net income (17,265) 4,760
Dividends to preferred shareholders
------------------------- -----------------
Net income available to common shareholders $ (17,265) $ 4,760
========================= =================
Basic earnings per common share
Diluted earnings per common share
Dividends declared per common share 7,859 (22)
9,389 (22)
Weighted average number of common shares-basic
Weighted average number of common shares -diluted
<CAPTION>
Acquisition of
Tennessee Portfolio,
United Dominion Dogwood Creek
1998 Pro Forma and San Antonio
ASR acquisition only Portfolio (23)
-------------------------- -------------------------
Revenues
Rental income $ 450,409 $ 21,123
Interest and other non-property income 1,693
-------------------------- -------------------------
452,102 21,123
Expenses
Rental expenses:
Utilities 29,448 845
Repairs and maintenance 62,034 2,411
Real estate taxes 37,174 1,862
Property management 13,817 928
Other rental expenses 50,050 2,821
Real estate depreciation 88,624
Interest 96,974
General and administrative 7,702
Acquisition related expenses 6,684
Other depreciation and amortization 2,496
Impairment loss on real estate held for disposition 1,400
-------------------------- -------------------------
396,403 8,867
Income from gains on sales of mortgage assets
Income before gains (losses) on sales of investments and
minority interest of unitholders in operating partnership 55,699 12,256
Gains on sales of investments 13,138
Minority interest of unitholders in operating partnership (964)
-------------------------- -------------------------
Income before extraordinary item 67,873 12,256
Extraordinary items-early extinguishment of debt (50)
-------------------------- -------------------------
Net income 67,823 12,256
Dividends to preferred shareholders (17,345)
-------------------------- -------------------------
Net income available to common shareholders $ 50,478 $ 12,256
========================== =========================
Basic earnings per common share $ 0.53
==========================
Diluted earnings per common share $ 0.52
==========================
Dividends declared per common share $ 1.01
==========================
Weighted average number of common shares-basic 95,004
Weighted average number of common shares -diluted 96,728
<CAPTION>
Tennessee Properties,
Dogwood Creek &
San Antonio Portfolio United Dominion
Pro Forma Pro Forma
Adjustments Combined
---------------------------- ---------------------
Revenues
Rental income $ $ 471,532
Interest and other non-property income 1,693
---------------------------- ---------------------
473,225
Expenses
Rental expenses:
Utilities 30,293
Repairs and maintenance 64,445
Real estate taxes 39,036
Property management (239) (25) 14,506
Other rental expenses 52,871
Real estate depreciation 4,042 (26) 92,666
Interest 8,812 (27) 105,786
General and administrative 7,702
Acquisition realted expenses 6,684
Other depreciation and amortization 2,496
Impairment loss on real estate held for disposition 1,400
---------------------------- ---------------------
12,615 417,885
Income from gains on sales of mortgage assets
Income before gains (losses) on sales of investments and
minority interest of unitholders in operating partnership (12,615) 55,340
Gains on sales of investments 13,138
Minority interest of unitholders in operating partnership (991) (28) (1,955)
---------------------------- ---------------------
Income before extraordinary item (13,606) 66,523
Extraordinary items-early extinguishment of debt (50)
---------------------------- ---------------------
Net income (13,606) 66,473
Dividends to preferred shareholders (17,345)
---------------------------- ---------------------
Net income available to common shareholders $ (13,606) $ 49,128
============================ =====================
Basic earnings per common share $ 0.52
=====================
Diluted earnings per common share $ 0.50
=====================
Dividends declared per common share $ 1.01
=====================
Weighted average number of common shares-basic 40 (29) 95,044
Weighted average number of common shares -diluted 1,154 (29) 97,882
</TABLE>
<PAGE>
UNITED DOMINION REALTY TRUST, INC.
NOTES TO CONSOLIDATED PRO FORMA COMBINED STATEMENTS OF OPERATIONS
FOR THE THREE MONTHS ENDED MARCH 31, 1998 AND
THE TWELVE MONTHS ENDED DECEMBER 31, 1997
(In thousands, except per share data)
(UNAUDITED)
Basis of Presentation
The unaudited consolidated pro forma combined statements of operations on this
Form 8-K/A reflect the historical results of United Dominion adjusted to reflect
the operations of: (i) 39 apartment communities with 7,550 apartment homes owned
by ASR that were merged with and into a wholly-owned subsidiary of the United
Dominion, in a statutory merger on March 27, 1998, (as previously reported on
Form 8-K dated March 27, 1998 and subsequently amended on Form 8-K/A No.1 dated
March 27, 1998 which was filed with the Securities and Exchange Commission on
June 12, 1998), (ii) a portfolio of three apartment communities (collectively
the Tennessee Portfolio) acquired on January 9, 1998 which consists of The
Trails at Kirby Parkway Apartments and The Trails at Mount Moriah Apartments
(which run as one community under the name The Trails), and Cinnamon Trails
Apartments (as previously reported on Form 8-K dated June 9, 1998 which was
filed with the Securities and Exchange Commission on June 24, 1998), (iii)
Dogwood Creek Apartments acquired on February 6, 1998 (as previously reported on
Form 8-K dated June 9, 1998 which was filed with the Securities and Exchange
Commission on June 24, 1998), (iv) a portfolio of eight apartment communities
(collectively the San Antonio Portfolio) acquired on April 16, 1998 which
consists of Audubon Apartments, Carmel Apartments, Cimarron Apartments, Grand
Cypress Apartments, Kenton Place Apartments, Peppermill Apartments, The Crest
Apartments and Villages of Thousand Oaks Apartments (as previously reported on
Form 8-K dated June 9, 1998 which was filed with the Securities and Exchange
Commission on June 24, 1998), (v) Crosswinds Apartments (formerly Tradewinds
Apartments), Stoney Pointe Apartments (formerly Stoneybrooke Apartments) and
Dominion Trinity Place Apartments, (formerly Trinity Place Apartments) acquired
on February 28, 1997, (collectively the "Option Properties) (as previously
reported on Form 8-K dated July 1, 1997 and subsequently amended on Form 8-K/A
No. 1 dated July 1, 1997 which was filed with the Securities and Exchange
Commission on September 15, 1997), (vi) Anderson Mill Oaks Apartments acquired
on March 25, 1997, Oak Ridge Apartments (formerly Post Oak Ridge Apartments)
acquired on March 27, 1997, Green Oaks Apartments (formerly Pineloch Apartments)
and Skyhawk Apartments (formerly Seahawk Apartments) acquired on May 8, 1997,
(collectively the "Texas Portfolio") (as previously reported on Form 8-K dated
July 1, 1997 and subsequently amended on Form 8-K/A No. 1 dated July 1, 1997
which was filed with the Securities and Exchange Commission on September 15,
1997), (vii) a portfolio of five apartment communities containing 934 apartment
homes acquired on July 1, 1997 (the "Florida Portfolio") which consist of
Lakeside Apartments, Mallards of Brandywine Apartments, Lotus Landing Apartments
, Orange Oaks Apartments and Forest Creek Apartments, (as previously reported on
Form 8-K dated July 1, 1997 and subsequently amended on Form 8-K/A No. 1 dated
July 1, 1997 which was filed with the Securities and Exchange Commission on
September 15, 1997), (viii) a portfolio of four apartment communities
(collectively the "Houston Portfolio") which consist of Greenhouse Patio
Apartments (formerly Pecan Grove Apartments) and Braesridge Apartments acquired
on September 26, 1997, Bammelwood Apartments acquired on October 30, 1997 and
Camino Village Apartments acquired on November 20, 1997, (as previously reported
on Form 8-K dated October 21, 1997 and subsequently amended on Form 8-K/A No. 1
dated October 21, 1997 which was filed with the Securities and Exchange
Commission on December 31, 1997) and (ix) Waterside at Ironbridge Apartments
acquired on September 29, 1997, (as previously reported on Form 8-K dated
October 21, 1997 and subsequently amended on Form 8-K/A No. 1 dated October 21,
1997 which was filed with the Securities and Exchange Commission on December 31,
1997). The above referenced acquisitions are shown as if they had occurred on
January 1, 1997.
The unaudited consolidated pro forma combined statements of operations assume
the Merger with ASR occurred on January 1, 1997. The Merger was accounted for as
a purchase in accordance with Accounting Principles Board No. 16. Assets and
liabilities acquired were recorded at their fair values at March 27, 1998 and
the results of operations are included from the date of acquisition. In
connection with the Merger, the Company issued 7,742,839 million shares of the
Company's common stock at $14 per share for all of the outstanding common stock
of ASR for an aggregate equity value of $108.4 million plus the issuance of
1,529,990 Units in the ASR Operating Partnership valued at $21.4 million. The
Company acquired real estate assets of $313.7 million plus other operating
assets of $8.8 million, respectively. In addition, the Company assumed mortgage
debt totaling $179.4 million, at fair value and other liabilities of $13.6
million.
The unaudited consolidated pro forma combined statements of operations on this
Form 8-K/A assume the 1998 acquisitions of 12 communities containing 3,462
apartment homes for an aggregate purchase price of approximately $144.0 million,
including closing costs as referenced in sections (ii) through (iv) of the above
paragraphs. These acquisitions are assumed to have been purchased with bank line
borrowings aggregating $44.8 million with a weighted average interest rate of
6.22%, the assumption of eleven mortgage notes payable aggregating $81.6 million
with a weighted average interest rate of 8.12% and the issuance of 1,154,148
Operating Partnership Units and 40,201 shares of common stock at $14.75 per
unit/share for an aggregate value of $17.6 million. These acquisitions are shown
as if the acquisitions occurred on January 1, 1997.
In addition, the unaudited consolidated pro forma combined statements of
operations on this Form 8-K/A assume the 1997 acquisition of 17 communities
containing 5,394 apartment homes for an aggregate purchase price of
approximately $218.5 million, including closing costs as referenced in sections
(v) through (ix) of the above paragraphs. These acquisitions are assumed to have
been purchased with bank line borrowings aggregating $145.9 million with a
weighted average interest rate of 6.24%, the assumption of seven mortgage notes
payable aggregating $60.1 million with a weighted average interest rate of 8.43%
and the issuance of 849,498 Operating Partnership Units at $14.75 per Unit for
an aggregate value of $12.5 million. These acquisitions are shown as if the
acquisitions occurred on January 1, 1997.
The unaudited consolidated pro forma statements of operations are not
necessarily indicative of what United Dominion's results would have been for the
twelve months ended December 31, 1997 and the three months ended March 31, 1998
if the 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 of United Dominion in future periods.
(1) Represents United Dominion's Historical Statements of Operations
contained in its Quarterly Report on Form 10-Q for the three months
ended March 31, 1998 as filed with the Securities and Exchange
Commission on May 15, 1998 and its Annual Report on Form 10-K for the
twelve months ended December 31, 1997 as filed with the Securities and
Exchange Commission on March 31, 1998.
(2) Represents the actual results of operations of the Option Properties,
the Texas Portfolio and the Florida Portfolio as previously reported in
the unaudited combined results of operations as appearing on Form 8-K/A
No. 1 dated July 1, 1997 filed with the Securities and Exchange
Commission on September 15, 1997.
(3) Represents the operations of Oak Ridge Apartments (for the 26 day
period from March 1, 1997 to March 26, 1997) and Anderson Mill Oaks
Apartments (for the 24 day period from March 1, 1997 to March 24,
1997), which represents the period the properties were not owned by
United Dominion during 1997 (based on the operating statements of the
properties for the stub period January 1, 1997 to February 28, 1997).
Represents operations of Pineloch Apartments and Seahawk Apartments,
(for the 7 day period from May 1, 1997 to May 7, 1997), which
represents the period the properties were not owned by United Dominion
during 1997 (based on the operating statements of the properties for
the stub period January 1, 1997 to April 30, 1997).
(4) Reflects the net reduction in property management fees for the Option
Properties, Texas Properties and Florida Portfolio. United Dominion
internally managed its apartment portfolio at an assumed cost of
approximately 3.4% of rental income (based on 1997 actual information)
at the time of the filing of the Form 8-K/A dated July 1, 1997 filed
with the Securities and Exchange Commission on September 15, 1997.
United Dominion used 96% of the amount reported as rental income in
calculating the property management fee, as approximately 4% (based on
1997 actual information) of the amount reported as rental income is
assumed to be other income which is not subject to management fee.
(5) Reflects the net adjustments to record depreciation expense for the
Option Properties, Texas Portfolio and Florida Portfolio as if the
transactions had occurred on January 1, 1997. Depreciation is computed
on a straight-line basis over the useful lives of the related assets
based upon the actual purchase price allocations of the properties.
Buildings have been depreciated over 35 years and other assets over 5,
10 or 20 years depending on the useful life of the related asset.
United Dominion's policy is to record a full month of depreciation in
the month of acquisition. The weighted average life of other
improvements is approximately 7.67 years based upon the initial cost of
the properties of $151.1 million. The allocation and useful lives are
as follows (in thousands of dollars):
<TABLE>
Twelve Month
Useful Life Depreciation
Purchase Price In Years Expense Adjustments *
-------------- -------- ---------------------
<S> <C>
Buildings $ 118,714 35 $ 814
Other Improvements 7,822 7.67 245
Land 24,612 n/a --
----------- -------
Total $ 151,148 $ 1,059
=========== =======
* Includes a pro forma adjustment for 2.88 months (1 month for
the Option Properties, 2 months for Anderson Mill Oaks and Oak
Ridge Apartments, 4 months for Pineloch Apartments and Seahawk
Apartments, and 6 months for the Florida Portfolio) out of 12
months.
(6) Reflects the additional interest expense associated with the
acquisition of the Option Properties, Texas Portfolio and Florida
Portfolio which consists of the following: (i) variable-rate bank debt
aggregating approximately $129.1 million used to fund the acquisitions
at assumed interest rates equal to market rates in effect at the time
of each acquisition with a weighted average interest rate of 6.26% and
(ii) the assumption of approximately $22.0 million of fixed-rate
mortgage debt with a weighted average interest rate of 8.39% as
outlined below (in thousands of dollars):
<CAPTION>
Twelve Month
Weighted Average Interest Expense
Acquisition Type of Debt Amount Interest Rate Adjustment
---------------- ------------ ----------------- ------------------ ------------
Option Properties Bank Lines $ 36,774 6.058% $ 360 **
Option Properties Secured Debt 22,063 8.389% 299 **
Texas Portfolio Bank Lines 56,311 6.291% 998 ***
Florida Portfolio Bank Lines 36,000 6.410% 1,144 ****
----------- ---------
$ 151,148 $ 2,801
=========== =========
** Includes a pro forma adjustment for 59 out of 365 days.
*** Includes a pro forma adjustment for 103 out of 365 days.
**** Includes a pro forma adjustment for 181 out of 365 days.
(7) Represents the actual results of operations of the Houston Portfolio
and Waterside at Ironbridge Apartments as previously reported in the
unaudited combined results of operations as appearing on Form 8-K/A No.
1 dated October 21, 1997 filed with the Securities and Exchange
Commission on December 31, 1997.
(8) Represents the operations of Greenhouse Patio Apartments and Braesridge
Apartments (for the 26 day period from September 1, 1997 to September
26, 1997) and Waterside at Ironbridge Apartments (for the 29 day period
from September 1, 1997 to September 29, 1997), which represents the
period the properties were not owned by United Dominion during 1997
(based on the operating statements of the properties for the stub
period January 1, 1997 to August 31, 1997 which consists of 243 days).
In addition, this represents the operations of Bammelwood Apartments
(for the 30 day period from October 1, 1997 to October 30, 1997) and
Camino Village Apartments (for the 50 day period from October 1, 1997
to November 20, 1997 ) which represents the period the properties were
not owned by United Dominion during 1997. The unaudited combined
statements of rental operations for these properties was for the stub
period from January 1, 1997 to September 30, 1997.
(9) Reflects the net reduction in property management fees for the Houston
Properties and Waterside at Ironbridge Apartments. United Dominion
internally managed its apartment portfolio at an assumed cost of
approximately 3.2% of rental income (based on 1997 actual information).
The Company used 96% of the amount reported as rental income in
calculating the property management fee, as approximately 4% (based on
1997 actual information) of the amount reported as rental income is
assumed to be other income which is not subject to management fee.
(10) Reflects the net adjustments to record depreciation expense for the
Houston Properties and Waterside at Ironbridge Apartments, as if the
transactions had occurred on January 1, 1997. Depreciation is computed
on a straight-line basis over the useful lives of the related assets
based upon the actual purchase price allocations of the properties.
Buildings have been depreciated over 35 years and other assets over 5,
10 or 20 years depending on the useful life of the related asset.
United Dominion's policy is to record a full month of depreciation in
the month of acquisition. The weighted average life of other
improvements is approximately 7.72 years based upon the initial cost of
the properties of $67.4 million. The allocation and useful lives are as
follows (in thousands of dollars):
<CAPTION>
Twelve Month
Useful Life Depreciation
Purchase Price In Years Expense Adjustments *
-------------- -------- ---------------------
Buildings $ 50,828 35 $ 1,027
Other Improvements 4,415 7.72 410
Land 12,120 n/a --
------------- --------
Total $ 67,363 $ 1,437
============ ========
* Includes a pro forma adjustment for approximately 8.48 months (8 months
for Greenhouse Patio Apartments, Braesridge Apartments and Waterside at
Ironbridge Apartments and 10 months for Camino Village Apartments and 9
months for Bammelwood Apartments) out of 12 months.
(11) Reflects the additional interest expense associated with the
acquisition of the Houston Portfolio and Waterside at Ironbridge
Apartments which consists of the following: (i) variable-rate bank debt
aggregating approximately $16.8 million used to fund the acquisitions
at assumed interest rates equal to market rates in effect at the time
of each acquisition with a weighted average interest rate of 6.1% and
(ii) the assumption of approximately $38.0 million of fixed-rate
mortgage debt with a weighted average interest rate of 8.43% as
outlined below (in thousands of dollars):
<CAPTION>
Twelve Month
Weighted Average Interest Expense
Acquisition Type of Debt Amount Interest Rate Adjustment
---------------- ------------ ----------------- ------------------ ------------
Houston Portfolio Bank Lines $ 6,877 6.089% $ 340 **
Houston Portfolio Secured Debt 32,874 8.685% 2,245 **
Waterside Bank Lines 9,949 6.087% 451 ***
Waterside Secured Debt 5,133 7.000% 268 ***
--------- -------
$ 54,833 $ 3,304
========= =======
** Includes a pro forma adjustment for approximately 297 out of 365 days.
*** Includes a pro forma adjustment for approximately 272 out of 365 days
(12) Reflects the additional minority interest expense associated with the
acquisition of the Houston Properties. In connection with the
acquisition of the Houston Properties, United Dominion issued 849,498
Operating Partnership Units at $14.75 per Unit for an aggregate value
of $12.5 million. Assuming the acquisition of the Houston Properties on
January 1, 1997 the minority interest ownership would have been
10.6339% for the twelve months ended December 31, 1997.
(13) Represents ASR's Historical Consolidated Statement of Operations for
the twelve months ended December 31, 1997 as appearing in Form 8-K/A
No. 1 dated March 27, 1998 filed with the Securities and Exchange
Commission on June 12, 1998 and the actual results of operations of ASR
for the period January 1,1998 through March 27, 1998. Certain
reclassifications have been made to ASR's historical consolidated
statements of operations to conform to United Dominion's presentation.
(14) Represents the cumulative pro forma adjustments reported by ASR on Form
8-K/A No. 1 dated October 27, 1997 filed with the Securities and
Exchange Commission on January 6, 1998 to reflect the actual results of
operations and the pro forma adjustments for ASR's 1997 acquisitions
which included 22 communities with 4,208 apartment homes at a total
cost of approximately $176.1 million.
(15) Represents the elimination of the income from the gains on sales or
redemptions of mortgage assets reported by ASR during the period ended
December 31, 1997. Beginning in 1996, ASR implemented a strategic plan
to divest its mortgage assets portfolio and reinvest the net proceeds
in the acquisition of apartment communities. ASR completed the sale of
its remaining mortgage asset portfolio in June 1997, the net proceeds
of which were primarily used to acquire apartment communities. The
income from the gains on sales of mortgage assets is eliminated since
these assets will not have a continuing impact on the results of
operations for the combined entity.
(16) Reflects the net estimated reduction of property management costs of
$486 and $114 for the twelve months ended December 31, 1997 and the
three months ended March 31, 1998, respectively, based upon the
identified historical costs of certain items which are anticipated to
be eliminated or reduced as a result of the Merger with ASR, as follows
(in thousands of dollars):
<CAPTION>
Twelve Months Three Months
Ended Ended
December 31, 1997 March 31, 1998
----------------- --------------
Net reduction in salary, benefits and other
compensation due to the termination of ASR
employees prior to the Merger in
accordance with the Merger Agreement $ 377 $ 75
Net reduction in travel and entertainment 25 6
Net reduction in professional services 34 15
Net reduction in other expenses 50 18
----- -----
Pro forma adjustment $ 486 $ 114
===== =====
(17) Represents the net decrease in depreciation of real estate owned as a
result of recording the ASR real estate at fair value versus historical
cost and using United Dominion's depreciable lives. Depreciation is
computed on a straight line basis over the estimated useful lives of
the related assets which have an estimated weighted average useful life
of approximately 27.5 years. Buildings have been depreciated over 35
years and other assets over 5, 10 or 20 years depending on the useful
life of the related asset.
Calculation of the fair value of depreciable real estate assets at
March 27, 1998 (in thousands of dollars):
Purchase price $ 323,155
Less: Purchase price allocated to cash and cash equivalents (5,934)
Purchase price allocated to other assets (3,521)
Purchase price allocated to land (47,782)
Purchase price allocated to real estate under development (925)
Purchase price allocated to real estate held for
disposition (5,000)
-----------
Pro forma basis of ASR's depreciable real estate held for
investment at fair value $ 259,993
===========
Calculation of depreciation of real estate owned for the twelve months
ended December 31,1997 and the three months ended March 31, 1998 (in
thousands of dollars):
<CAPTION>
Twelve Months Three Months
Ended Ended
December 31, 1997 March 31, 1998
----------------- --------------
Depreciation expense based upon an estimated weighted
average useful life of approximately 27.5 years $ 9,440 $ 2,360
Less: ASR's pro forma depreciation of real estate owned (9,634)** (2,613)
--------- --------
Pro forma adjustment $ (194) $ (253)
======== ========
** Represents ASR's historical depreciation expense for the
twelve months ended December 31, 1997 plus the cumulative pro
forma adjustments to depreciation expense reported by ASR on
Form 8-K/A No. 1 dated October 27, 1997 filed with the
Securities and Exchange Commission on January 6, 1998 to
reflect the actual results of operations and the pro forma
adjustments for ASR's 1997 acquisitions.
(18) Represents the net adjustment to interest expense for the twelve months
ended December 31, 1997 and the three months ended March 31, 1998
associated with the Merger with ASR, as follows (in thousands of
dollars):
<CAPTION>
Twelve Months Three Months
Ended Ended
December 31, 1997 March 31, 1998
----------------- --------------
To adjust amortization of ASR's deferred financing
costs which were eliminated in the Merger $ (412) $ (171)
To reflect amortization of the premium required to
record ASR's mortgage notes payable at fair value (1,261) (315)
To reflect additional borrowings of $792 under United
Dominion's bank line borrowings at current market
interest rates available to United Dominion
of 6.14% 49 12
--------- -------
Pro forma adjustment $ (1,624) $ (474)
========= =======
(19) Reflects the net estimated reduction of general and administrative
expenses of $2,432 and $993 for the twelve months ended December 31,
1997 and the three months ended March 31, 1998, respectively, based
upon the identified historical costs of certain items which are
anticipated to be eliminated or reduced as a result of the Merger with
ASR, as follows (in thousands of dollars):
<CAPTION>
Twelve Months Three Months
Ended Ended
December 31, 1997 March 31, 1998
----------------- --------------
Netreduction in salary, benefits and other
compensation due to the termination of ASR
employees prior to the ASR Merger in
accordance with the ASR Merger Agreement $ 1,909 $ 219
Net reduction in duplicative public company expenses 333 497
Net reduction in professional services 35 7
Net reduction in other expenses 155 270
--------- -------
Pro forma adjustment $ 2,432 $ 993
========= =======
(20) Represents the elimination of the amortization of goodwill included in
the ASR historical and pro forma financial statements which were
eliminated in connection with the Merger.
(21) Represents the elimination of extraordinary items included in the ASR
historical statement of operations for the period ended March 27, 1998
which relates to costs directly attributable to the Merger and are
therefore non-recurring.
(22) The pro forma weighted average shares outstanding to reflect the Merger
with ASR for the twelve months ended December 31, 1997 and the three
months ended March 31, 1998, respectively, are computed as follows (in
thousands of dollars):
<CAPTION>
Twelve Months Three Months
Ended Ended
December 31, 1997 March 31, 1998
----------------- --------------
ASR's pro forma weighted average common shares and
operating partnership units outstanding 5,961 5,887
Less: units in the operating partnership (971) (971)
--------- -------
ASR pro forma weighted average common shares
outstanding-basic 4,990 4,916
United Dominion pro forma weighted average common shares
outstanding-basic 87,145 90,867
Increase in United Dominion's common stock at the Exchange
Ratio of 1.575 for the ASR pro forma weighted average
common shares outstanding** 7,859 7,743
--------- -------
Pro forma combined common shares-basic 95,004 98,610
========= =======
ASR pro forma weighted average common shares
outstanding-diluted 9,389 9,272
United Dominion pro forma weighted average common shares
outstanding-diluted 87,339 92,115
--------- -------
Pro forma combined common shares-diluted 96,728 101,387
========= =======
** Weighted average pro forma adjusted ASR common shares
outstanding multiplied by the Exchange Ratio.
(23) Represents the actual results of operations of the Tennessee Portfolio,
Dogwood Creek Apartments and the San Antonio Portfolio as reported
elsewhere herein.
(24) Represents the operations of the following 1998 acquisitions: (i) the
operation of the Tennessee Portfolio (for the 8 day period from January
1, 1998 to January 8, 1998) which represents the period the properties
were not owned by United Dominion during 1998 (based on the operating
statements of the properties for the year ended December 31, 1997) and
(ii) the operations of Dogwood Creek Apartments (for the 5 day period
from February 1, 1998 to February 5, 1998), which represents the period
the property was not owned by United Dominion during 1998 (based on the
operating statements of the properties for the stub period January 1,
1998 to January 31, 1998).
(25) Reflects the net reduction in property management fees for the
Tennessee Portfolio, Dogwood Creek Apartments and the San Antonio
Portfolio. United Dominion internally managed its apartment portfolio
at an assumed cost of approximately 3.4% of rental income (based on
1998 actual information). United Dominion used 96% of the amount
reported as rental income in calculating the property management fee,
as approximately 4% (based on 1998 actual information) of the amount
reported as rental income is assumed to be other income which is not
subject to management fee.
(26) Reflects the net adjustments to record depreciation expense for the
Tennessee Portfolio, Dogwood Creek Apartments and the San Antonio
Portfolio as if the transactions had occurred on January 1, 1997.
Depreciation is computed on a straight-line basis over the useful lives
of the related assets based upon the actual purchase price allocations
of the properties. Buildings have been depreciated over 35 years and
other assets over 5, 10 or 20 years depending on the useful life of the
related asset. United Dominion's policy is to record a full month of
depreciation in the month of acquisition. The weighted average life of
other improvements is approximately 7.14 years based upon the initial
cost of the properties of $144.0 million. The allocation and useful
lives are as follows (in thousands of dollars):
<CAPTION>
Twelve Month Three Month
Useful Life Depreciation Depreciation
Purchase Price In Years Expense Adjustment Expense Adjustment*
-------------- -------- ------------------ -------------------
Buildings $ 111,341 35 $ 2,902** $ 437
Other Improvements 8,138 7.14 1,140 176
Land 24,553 n/a -- --
----------- -------- -------
Total $ 144,032 $ 4,042 $ 613
=========== ======== =======
* The three months ended March 31, 1998 includes a pro forma adjustment
for 1.67 months (1 month for Dogwood Creek Apartments and 3 months for
the San Antonio Portfolio) out of 12 months.
** The twelve months ended December 31, 1997 includes a pro forma
adjustment for the full year for the Tennessee Properties and the San
Antonio Portfolio and a pro forma adjustment for 6 months for Dogwood
Creek Apartments as the community was not in full lease-up for all of
1997.
(27) Reflects the additional interest expense associated with the
acquisition of the Tennessee Portfolio, Dogwood Creek Apartments and
the San Antonio Portfolio which consists of the following: (i)
variable-rate bank debt aggregating approximately $44.8 million used to
fund the acquisitions at assumed interest rates equal to market rates
in effect at the time of each acquisition with a weighted average
interest rate of 6.22% and (ii) the assumption of approximately $81.6
million of fixed-rate mortgage debt with a weighted average interest
rate of 8.12% as outlined below (in thousands of dollars):
<CAPTION>
Twelve Month Three Month
Weighted Average Interest Expense Interest Expense
Acquisition Type of Debt Amount Interest Rate Adjustment * Adjustment
----------- ------------ ------ -------------- ------------ ----------
Tennessee Portfolio Bank Lines $ 26,266 6.289% $ 1,652 $ 36 **
Tennessee Portfolio Secured Debt 28,047 7.649% 2,145 47 **
Dogwood Creek Bank Lines 6,522 6.164% 101 40 ***
Dogwood Creek Secured Debt 10,000 8.000% 500 79 ***
San Antonio Portfolio Bank Lines 11,978 6.107% 731 180 ****
San Antonio Portfolio Secured Debt 43,603 8.444% 3,683 908 ****
-------- --------- ----------
$126,416 $ 8,812 $ 1,290
======== ========= ==========
</TABLE>
* The twelve months ended December 31, 1997 includes a pro forma
adjustment for the full year for the Tennessee Properties and the San
Antonio Portfolio and a pro forma adjustment for 6 months for Dogwood
Creek Apartments as the community was not in full lease-up for all of
1997.
** Includes a pro forma adjustment for 8 out of 365 days.
*** Includes a pro forma adjustment for 36 out of 365 days.
**** Includes a pro forma adjustment for 90 out of 365 days.
(28) Reflects the additional minority interest expense associated with the
acquisition of Dogwood Creek Apartments and the San Antonio Portfolio.
In connection with the Dogwood Creek acquisition, United Dominion
issued 130,416 Operating Partnership Units and in connection with the
San Antonio Portfolio acquisition issued 1,023,732 Operating
Partnership Units at $14.75 per Unit for an aggregate value of
$17.0million. Assuming the acquisition of Dogwood Creek Apartments and
the San Antonio Portfolio on January 1, 1997, the weighted average
Operating Partnership Units outstanding (as a percentage of all common
stock and Operating Partnership Units) was 2.42% and 2.27% for the
three months ended March 31,1998 and December 31, 1997, respectively.
(29) Represents the adjustment to record the pro forma weighted average
shares of common stock and Operating Partnership Units outstanding as a
result of the acquisition of Dogwood Creek Apartments and the San
Antonio Portfolio. In connection with the Dogwood Creek acquisition,
United Dominion issued 130,416 Operating Partnership Units and in
connection with the San Antonio Portfolio acquisition issued 1,023,732
Operating Partnership Units and 40,201 shares of common stock. The
common stock and Operating Partnership Units are assumed to have been
outstanding since the beginning of each period presented.
[Letterhead of L. P. Martin & Company]
CONSENT OF L. P. MARTIN & COMPANY, P.C. 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. 333-27221, Registration Statement Form S-3 No. 33-64275, Registration
Statement Form S-3 No. 333-11207, Registration Statement Form S-3 No. 333-15133,
Registration Statement Form S-8 No. 33-47926, Registration Statement Form S-8
No. 33-48000, Registration Statement Form S-8 No. 33-58201, Registration
Statement Form S-8 No. 333-32829, Registration Statement Form S-8 No. 33-42691,
and Registration Statement Form S-3 No. 333-44463, of United Dominion Realty
Trust, Inc. of our report dated May 1, 1998, with respect to the statement of
rental operations of Dogwood Creek Apartments for the year ended December 31,
1997, our report dated May 8, 1998, with respect to the combined statement of
rental operations of Trails at Mount Moriah Apartments, Trails at Kirby Parkway
Apartments, and Cinnamon Trails Apartments for the year ended December 31, 1997,
and our report dated June 29, 1998, with respect to the combined statement of
rental operations of Audubon Apartments, Carmel Apartments, Cimarron City
Apartments, Grand Cypress Apartments, Kenton Apartments, Peppermill Apartments,
The Crest Apartments, and Villages of Thousand Oaks Apartments for the year
ended December 31, 1997, included in this Form 8-K/A, Amendment to Application
or Report on Form 8-K dated June 9, 1998.
/s/ L. P. Martin & Company, P.C.
L. P. Martin & Company, P.C.
Certified Public Accountants
Richmond, Virginia
August 13, 1998
