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): February 25, 2000
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 File Number) (I.R.S. Employer
incorporation of organization) Identification No.)
10 South Sixth Street, Virginia 23219-3802
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(Address of principal executive offices - zip code)
(804) 780-2691
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Registrant's telephone number, including area code
ITEM 5. OTHER EVENTS
On February 1, 2000, United Dominion Realty Trust, Inc. ("United Dominion"), the
registrant, issued a Press Release announcing its 1999 fourth quarter and year-
end 1999 results. The following is a summary of United Dominion Realty Trusts,
Inc.'s results:
(Richmond, Va., January 31, 2000) United Dominion Realty Trust, Inc. today
reported funds from operations (FFO) of $44.2 million for the quarter ended
December 31, 1999, up from $36.7 million, the same quarter a year ago. Funds
from operations for 1999 totaled $176.4 million compared to FFO of $139.4
million, in 1998.
Highlights
- ----------
. Substantial completion of the repositioning program begun in 1996
. Same community NOI increased 8.0% for the quarter, 5.6% for the year
. AAC properties on target with 1999 projections, 9.1% ROI
. Sale of $118 million non-strategic properties during the quarter, $241
million for 1999
"Over the past three years, we have made substantial changes to our communities
and our operations to build a stronger and better-positioned United Dominion,"
said John P. McCann, chairman and CEO. "A key objective of our program was to
diversify geographically and upgrade our portfolio while strengthening our
operations. We now have a national portfolio with more than 81,000 higher
quality, well-located apartment homes and more satisfied residents. Over the
past 28 months, we have sold more than 15,000 slower growing, non-core apartment
homes and exited certain Southeast markets.
"In addition, we have expanded our development capability. We now have a deep,
experienced development group with a proven record that includes the successful
completion of almost 2,000 homes in 1999. We have also added talented
professionals and upgraded our accounting and information systems. Overall, our
fourth quarter and full year results are beginning to reflect the success of
these efforts," McCann added.
Portfolio Performance and Same Community Results
- -------------------------------------------------
"We saw our fourth quarter earnings grow as a result of the strong performance
of our same community portfolio," said McCann. "I am extremely pleased to report
that we achieved net operating income (NOI) gains of 8.0% for the fourth quarter
of 1999, our highest quarterly gain for the year. We sold a number of slower
growing communities during the year and benefited from their exclusion in the
NOI comparison. We will continue to exit markets that prove to be less
profitable for us."
United Dominion defines same community properties, also known as mature
communities, as stabilized apartment communities owned by the company throughout
both calendar years being compared. Of the over 81,000 apartment homes owned by
United Dominion, 51,316 homes are classified as same community for 1999.
2
Same Community Results
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4Q99 4Q98 % Change
--------------------------------
Total gross potential rent $97,868 $95,064 3.0%
Total rental income 92,950 90,150 3.1%
Total rental expenses 35,589 37,056 -4.0%
Net operating income 57,361 53,094 8.0%
Average monthly rent per home $ 637 $ 619 3.0%
Average monthly rent per SF $ .72 $ .70 3.0%
Average physical occupancy 93.8% 93.2% 0.6%
Average economic occupancy 91.9% 91.6% 0.3%
Operating margin 61.7% 58.9% 2.8%
On a year-over-year basis, fourth quarter 1999 same community NOI growth of 8.0%
was the result of a 3.0% rise in rents coupled with a 0.6% increase in physical
occupancy and a 4.0% reduction in operating expenses. As a result, the
operating margin rose 2.8%.
Same Community Results
- --------------------------------------------------------------------------------
YTD99 YTD98 % Change
----------- ---------- ---------
Total gross potential rent $387,687 $374,928 3.4%
Total rental income $366,173 $355,038 3.1%
Total rental expenses $141,721 $142,548 -0.6%
Net operating income $224,452 $212,490 5.6%
Average monthly rent per home $ 631 $ 610 3.4%
Average monthly rent per SF $ .71 $ .69 3.4%
Average physical occupancy 93.1% 93.1% 0.0%
Average economic occupancy 91.3% 91.2% 0.1%
Operating margin 61.3% 59.8% 1.5%
For the year ending December 31, 1999, compared to 1998 results, same-community
rental income increased 3.1% due to an increase in rents of 3.4% and a 0.6%
decrease in operating expenses. As a result, our same community NOI was up 5.6%,
and our operating margin improved by 1.5% to 61.3%.
"If on a pro-rata basis the mature communities sold during 1999 were included in
same communities results, NOI growth would have been reduced to 7.5% for the
fourth quarter and 5.3% for the full year," stated John S. Schneider, president
and COO.
"Over the past two years, we undertook a number of initiatives to drive down our
operating costs and improve our operating margin." Schneider said, "These
initiatives, which included the transfer of water and sewer costs to our
residents, more effective use of our size to achieve efficiencies and taking on
more turnover work in-house, are reflected in the reduction in operating
expenses."
With regard to capital expenditures, Schneider observed, "Our recurring capital
expenditures per mature home decreased from approximately $500 in 1998 to
approximately $385 in 1999. While this decrease is significant, we are planning
to make further reductions as the overall age and physical condition of our
portfolio continues to improve. He added, "At a time when new apartment
completions have been increasing, we refocused our operations group on becoming
a better marketing company. Fourth quarter occupancy gains reflect the initial
success of this effort."
3
American Apartment Communities
- ------------------------------
The performance of the American Apartment Communities (AAC) portfolio, which was
acquired in December 1998, was on target with the company's 1999 projection,
producing a 9.1% return on investment (ROI) for both the fourth quarter and the
entire year. These communities had an economic occupancy of 92.9% and an
operating margin of 61.8%. All other non-mature properties, excluding the AAC
portfolio and our development communities, had an economic occupancy of 89.8%
and an operating margin of 58.5%.
Disposition and Acquisition Activity
- ------------------------------------
During the fourth quarter, United Dominion sold 17 apartment communities for
$118 million. Over the course of 1999, the company sold a total of 36
communities that included 7,443 apartment homes for a total of $241 million.
United Dominion limited its acquisitions in 1999, reinvesting through 1031 tax
exchanges in communities believed to complement the portfolio. The company
purchased a total of five communities in growth markets including San Diego and
Riverside/San Bernardino, California.
Development
- -----------
In the fourth quarter, United Dominion completed three new communities with a
total of 914 apartment homes, Alexander Court in Columbus, OH, Sierra Foothills
in Phoenix, AZ and Legend at Park Row in Houston, TX. During 1999, a total of
six apartment communities and one additional phase were completed, totaling
1,846 apartments. As of December 31, an additional 1,622 homes were under
construction in North Carolina, Florida and Texas. The company has focused its
development efforts in existing markets that have both growth potential and
strong operations managers in place. New properties continue to provide the best
in amenities and services.
Balance Sheet Management
- -------------------------
United Dominion used more than half of the $241 million in proceeds from its
dispositions to pay down both secured and unsecured debt. The remaining
proceeds were used to repurchase both common and preferred stock and acquire
communities through 1031 exchanges.
Technology
- ----------
"We are committed to being a technology leader in our industry," Schneider
emphasized. "United Dominion has made a considerable investment over the past
two years in people and systems to help us achieve that goal. We have completed
the installation of state-of-the-art financial software. We are involved in a
joint venture developing a new web-based operating system with AvalonBay
Communities, Inc.
"In addition, we have partnered with CAIS Internet to deliver broadband internet
services to all of our communities and to provide a high-speed wide area network
for the company. Within a few months, we expect to complete our first e-commerce
business plan to take advantage of the economic opportunities afforded by these
exciting new technologies."
United Dominion Realty Trust is one of the country's largest multi-family real
estate investment trusts, owning and developing apartment communities
nationwide. The company currently owns more than 81,000 apartment homes and has
approximately 2,000 homes under development.
###
In addition to historical information, this press release contains forward-
looking statements. The statements are based on current expectations, estimates
and projections about the industry and markets in which United Dominion
operates, as well as management's beliefs and assumptions. Forward-looking
statements are not guarantees of future performance and involve certain risks
and uncertainties, which may cause the company's actual results, performance,
achievements pursuant to its disposition programs and its other activities to be
materially different from the results, plans or expectations expressed or
implied by such statements.
4
FINANCIAL INFORMATION
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Consolidated Statements of Operations
Three Months Ended Twelve Months Ended
December 31, December 31,
------------------------- -------------------------
In thousands, except per share amounts 1999 1998 1999 1998
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Total rental income $155,004 $132,547 $618,749 $478,718
Rental expenses:
Real estate taxes and insurance 15,708 13,888 63,425 48,898
Personnel 16,621 14,360 66,968 51,219
Utilities 6,999 7,156 30,106 26,361
Repair and maintenance 10,899 10,435 41,339 36,827
Administrative and marketing 6,392 5,562 25,410 19,066
Other operating expenses 323 60 1,539 244
Property management 4,457 4,738 18,475 16,945
------------ ------------ ------------ ------------
61,399 56,199 247,262 199,560
------------ ------------ ------------ ------------
Net operating income 93,605 76,348 371,487 279,158
Other income:
Interest and other non-property income 311 647 1,942 3,382
Other expenses:
Real estate depreciation 30,913 26,211 121,727 99,588
Interest 37,737 30,454 153,748 106,238
Impairment loss on real estate and investments 12,200 --- 19,300 ---
Loss on termination of risk management agreement --- 15,591 --- 15,591
General and administrative 4,340 2,987 13,850 10,139
Other depreciation and amortization 1,198 1,211 4,425 3,645
------------ ------------ ------------ ------------
Income before gains on sales of investments, minority
interests and extraordinary item 7,528 541 60,379 47,339
Gains on sales of investments 5,541 6,198 37,995 26,672
------------ ------------ ------------ ------------
Income before minority interests and extraordinary item 13,069 6,739 98,374 74,011
Minority interests of outside partnerships (588) (111) (1,245) (111)
Minority interests of unitholders in operating partnership (201) (230) (4,434) (1,430)
------------ ------------ ------------ ------------
Income before extraordinary item 12,280 6,398 92,695 72,470
Extraordinary item-early extinguishment of debt 584 (22) 927 (138)
------------ ------------ ------------ ------------
Net income 12,864 6,376 93,622 72,332
Distributions to preferred shareholders-Series A and B (5,606) (5,653) (22,560) (22,607)
Distributions to preferred shareholders-Series D (Convertible) (3,788) (986) (15,154) (986)
------------ ------------ ------------ ------------
Net income available to common shareholders $3,470 ($263) $55,908 $48,739
============ ============ ============ ============
Earnings per common share:
Basic $0.03 $0.00 $0.54 $0.49
Diluted $0.03 $0.00 $0.54 $0.49
Common distributions declared per share $0.2650 $0.2625 $1.0600 $1.0500
Weighted average number of common shares outstanding-basic 102,735 103,467 103,604 99,966
Weighted average number of common shares outstanding-diluted 102,807 103,467 103,639 100,062
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Funds from Operations (a)
Income before gains on sales of investments,
minority interests and extraordinary item $7,528 $541 $60,379 $47,339
Adjustments:
Real estate depreciation, net of outside partners' interest 30,641 26,211 120,543 99,588
Minority interest of outside partnerships (588) --- (1,245) (111)
Distributions to preferred shareholders (9,394) (6,639) (37,714) (23,593)
Impairment loss on real estate and investments 12,200 --- 19,300 ---
Loss on termination of risk management agreement --- 15,591 --- 15,591
Adjustment for internal acquisitions costs --- --- --- (544)
------------ ------------ ------------ ------------
Funds from operations-basic $40,387 $35,704 $161,263 $138,270
============ ============ ============ ============
Adjustment:
Distribution to preferred shareholders-Series D
(Convertible) 3,788 986 15,154 986
------------ ------------ ------------ ------------
Funds from operations-diluted $44,175 $36,690 $176,417 $139,256
============ ============ ============ ============
Weighted average number of common shares and OP
Units outstanding-basic 110,269 107,926 111,785 102,929
Weighted average number of common shares, OP Units and
common share equivalents outstanding-diluted 122,649 111,145 124,127 103,793
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(a) Funds from operations is defined as income before gains (losses) on the
sales of investments, minority interests and extraordinary items (computed
in accordance with generally accepted accounting principles) plus real
estate depreciation, less non-convertible preferred dividends and after
adjustment for significant non-recurring items, if any.
5
UNITED DOMINION, REALTY TRUST, INC.
CONSOLIDATED BALANCE SHEETS
(In thousands, except share data)
December 31, December 31,
1999 1998
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ASSETS
Real estate owned:
Real estate held for investment $ 3,577,848 $ 3,643,245
Less: accumulated depreciation 373,164 280,663
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3,204,684 3,362,582
Real estate under development 91,914 99,395
Real estate held for disposition (net of accumulated
depreciation of $22,700) 260,583 174,145
------------ ------------
Total real estate owned, net of accumulated depreciation 3,557,181 3,636,122
Cash and cash equivalents 7,678 26,081
Restricted cash 56,969 50,805
Deferred financing costs 13,511 10,894
Other assets 52,978 39,038
------------ ------------
Total assets $ 3,688,317 $ 3,762,940
============ ============
LIABILITIES AND SHAREHOLDERS' EQUITY
Secured debt $ 1,000,136 $ 1,072,185
Unsecured debt 1,127,169 1,045,564
Real estate taxes payable 30,887 29,078
Accrued interest payable 17,867 20,714
Security deposits and prepaid rent 20,738 21,125
Distributions payable 36,020 31,423
Accounts payable, accrued expenses and other liabilities 51,121 53,288
------------ ------------
Total liabilities 2,283,938 2,273,377
Minority interests 94,167 115,442
Shareholders' equity:
Preferred stock, no par value; $25 liquidation preference,
25,000,000 shares authorized;
4,168,560 shares 9.25% Series A Cumulative Redeemable issued and outstanding 104,214 105,000
(4,200,000 in 1998)
5,946,300 shares 8.60% Series B Cumulative Redeemable issued and outstanding 148,658 150,000
(6,000,000 in 1998)
8,000,000 shares 7.50% Series D Cumulative Convertible Redeemable issued and outstanding 175,000 175,000
Common stock, $1 par value; 150,000,000 shares authorized
102,740,777 shares issued and outstanding (103,639,117 in 1998) 102,741 103,639
Additional paid-in capital 1,083,687 1,090,432
Distributions in excess of net income (296,030) (242,331)
Deferred compensation - unearned restricted stock awards (305) --
Notes receivable from officer-shareholders (7,753) (7,619)
------------ ------------
Total shareholders' equity 1,310,212 1,374,121
------------ ------------
Total liabilities and shareholders' equity $ 3,688,317 $ 3,762,940
============ ============
6
UNITED DOMINION REALTY TRUST, INC
DECEMBER 31, 1999
INFORMATION SUPPLEMENT
(unaudited)
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FINANCIAL POSITION:
W/Avg.
December 31, Interest Rate
1999 at 12/31/99
---------------------- ---------------------
(in million)
Debt:
Secured mortgage debt $582.0 7.8%
Tax-exempt bonds 163.3 6.1%
Senior unsecured debt 849.6 7.9%
Unsecured credit facilities 277.6 6.8%
Secured credit facilities 254.8 6.7%
---------------------- ---------------------
Combined total debt $2,127.3 7.4%
Total long-term debt (total debt less unsecured bank credit facilities) $1,849.7
Total long-term undepreciated book capitalization $3,555.8
Total undepreciated book capitalization $3,833.4
Assets:
Real estate owned before depreciation $3,953.0
Total Assets $3,688.3
Equity:
Preferred at market $362.6
Common (including OP Units) at $9.875 1,088.7
----------------------
Combined total equity 1,451.3
Total market capitalization $3,578.6
Coverage Ratios (YTD 1999):
Interest Coverage Ratio 2.30 x
Fixed Charge Coverage 1.85 x
Debt Structure:
Fixed Rate $1,727.8 7.7%
Floating Rate 399.5 6.3%
---------------------- ---------------------
$2,127.3 7.4%
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DEVELOPMENT
At December 31, 1999, the Company had 1,622 apartment homes under development as outlined below:
Budgeted
New Communities Development Development Expected
- --------------- No. of Completed Costs to Date Costs Estimated Completion
Property Location Apt. Homes Apt. Homes (Thousands) (Thousands) Cost per Home Date
-------------------------------------------- ----------- ----------- ----------- ----------- ----------- ----------
Ashton at Waterford Lakes Orlando, FL 292 204 $ 19,244 $ 19,000 $ 65,100 1Q00
The Meridian I Dallas, TX 250 82 11,403 16,500 66,000 2Q00
Oaks at Weston Raleigh, NC 380 -- 6,391 30,200 79,500 2Q01
----------- ----------- ----------- ----------- -----------
922 286 37,038 65,700 71,300
Additional Phases
- -----------------
Dominion Crown Point II Charlotte, NC 220 44 10,016 14,800 67,300 1Q00
Ashlar II Ft. Myers, FL 168 -- 1,712 12,900 76,800 4Q00
Escalante II San Antonio, TX 312 -- 5,295 19,700 63,100 4Q00
----------- ----------- ----------- ----------- -----------
Total 1,622 330 $ 54,061 $ 113,100 $ 69,700
In addition, United Dominion owns 19 parcels of land held for future development
aggregating $37.9 million at December 31, 1999.
During 1999, the following development projects were completed:
New Communities Development
- --------------- No. of Costs Cost Per Date % Leased
Property Location Apt. Homes (Thousands) Home Completed at 12/31/99
-------------------------------------------- ----------- ----------- ----------- ----------- -----------
Stone Canyon Houston, TX 216 $ 10,322 $ 47,800 Mar-99 89.4%
Dominion Franklin Nashville, TN 360 26,347 73,200 Mar-99 91.4%
Ashlar I Ft. Myers, FL 260 18,887 72,600 May-99 99.6%
Alexander Court Columbus, OH 356 22,827 64,100 Nov-99 91.9%
Sierra Foothills Phoenix, AZ 322 21,458 66,600 Nov-99 79.5%
Legends at Park 10 Houston, TX 236 13,612 57,700 Nov-99 89.8%
----------- ----------- -----------
1,750 113,453 64,800
Additional Phases
- -----------------
Heritage Green II Columbus, OH 96 6,740 70,200 May-99 94.8%
----------- ----------- -----------
Total 1,846 $ 120,193 $ 65,100
7
UNITED DOMINION REALTY TRUST, INC
DECEMBER 31, 1999
INFORMATION SUPPLEMENT
(unaudited)
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MAJOR MARKETS:
- --------------
% of Total
Total Portfolio
No. of Based on 4Q99 No. of Same
Completed Budgeted Physical Community
Homes 1999 NOI Occupancy Homes
-------------- -------------- -------------- --------------
Dallas/Ft. Worth, TX 9,042 9.9% 94.8% 6,573
Houston, TX 6,228 5.5% 90.3% 3,515
Raleigh, NC 2,951 5.0% 92.3% 2,951
Orlando, FL 4,052 4.6% 94.3% 3,584
Tampa, FL 4,018 4.2% 93.2% 2,910
Phoenix, AZ 3,458 4.0% 93.3% 732
Richmond, VA 2,372 3.9% 97.0% 2,372
San Antonio, TX 3,515 3.3% 92.5% 1,658
Charlotte, NC 2,534 3.3% 91.1% 2,490
San Francisco, CA 980 3.3% 99.5% -
Columbia, SC 2,730 3.1% 91.2% 2,730
Eastern NC 2,710 3.0% 93.7% 2,530
Monterey Peninsula, CA 1,955 2.9% 91.2% -
Nashville, TN 3,064 2.7% 92.4% 2,116
Greensboro, NC 2,123 2.5% 90.8% 1,947
Columbus, OH 2,175 2.5% 95.3% -
Baltimore, MD 1,788 2.4% 97.1% 1,596
Memphis, TN 2,196 2.2% 94.1% 704
Atlanta, GA 1,426 2.0% 94.4% 1,246
Hampton Roads, VA 1,437 2.0% 97.4% 1,437
South Florida** 1,638 1.7% 90.8% 960
Washington DC 615 1.7% 98.4% 615
Southern California 1,762 1.3% 93.4% -
Portland, OR 996 1.3% 91.0% -
Jacksonville, FL 1,157 1.2% 92.0% 1,157
Sacramento, CA 914 1.2% 98.1% -
Denver, CO 876 1.1% 95.1% -
Detroit, MI 744 1.0% 95.0% -
Seattle, WA 790 1.0% 96.9% -
Indianapolis, IN 875 0.9% 92.7% -
Austin, TX 542 0.6% 97.4% 542
All Other 10,491 14.7% 94.7% 6,951
-------------- -------------- -------------- --------------
Total 82,154 100.0% 93.6% 51,316
- ---------------------------------------------------------------------------------------------------------------------
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MAJOR MARKETS:
Same Community
----------------------------------------------------------------------------------------------------
Fourth Quarter 1999 Twelve Months 1999
--------------------------------------------- -------------------------------------------------
Physical Rental Rate NOI % Physical Rental Rate NOI %
Occupancy Change Growth Change Occupancy Change Growth Change
---------------- -------------- ------------ ----------------- -------------- -------------
Dallas/Ft. Worth, TX -0.2% 3.8% 4.9% -0.5% 4.6% 3.0%
Houston, TX -1.3% 4.3% 5.9% -0.3% 4.8% 7.3%
Raleigh, NC -2.0% 2.5% 0.3% -1.4% 2.9% 1.1%
Orlando, FL 0.6% 3.3% 13.9% -0.3% 5.2% 7.9%
Tampa, FL 0.6% 3.9% 19.3% -0.7% 4.0% 9.1%
Phoenix, AZ 2.3% 2.3% 11.7% 0.3% 3.0% 1.2%
Richmond, VA 6.3% 3.3% 17.2% 2.2% 4.3% 12.4%
San Antonio, TX -2.9% 4.5% -7.6% -1.1% 3.0% 2.2%
Charlotte, NC -2.6% 2.7% -1.8% -0.5% 3.2% 5.1%
San Francisco, CA - - - - - -
Columbia, SC -1.9% 2.9% 0.7% -3.7% 3.7% -2.8%
Eastern NC 6.7% -2.2% 8.9% 1.8% -1.4% -2.0%
Monterey Peninsula, CA - - - - - -
Nashville, TN - 2.0% 10.9% 0.3% 1.4% 8.7%
Greensboro, NC 1.7% 1.6% 3.3% 0.7% 1.9% 0.4%
Columbus, OH - - - - - -
Baltimore, MD 0.9% 3.0% 6.6% 1.1% 3.2% 6.6%
Memphis, TN 0.4% 1.6% 5.2% 0.6% 1.8% -5.3%
Atlanta, GA -0.8% 5.6% 13.6% -0.9% 6.0% 11.4%
Hampton Roads, VA 3.9% 2.8% 12.6% 2.5% 3.0% 9.4%
South Florida** -0.1% 2.5% 9.5% -1.0% 2.8% 3.5%
Washington DC 0.8% 3.7% 6.4% 0.9% 4.3% 6.4%
Southern California - - - - - -
Portland, OR - - - - - -
Jacksonville, FL 1.9% 1.9% 19.1% -0.9% 3.6% 12.8%
Sacramento, CA - - - - - -
Denver, CO - - - - - -
Detroit, MI - - - - - -
Seattle, WA - - - - - -
Indianapolis, IN - - - - - -
Austin, TX 1.0% 5.3% 13.2% 1.3% 4.1% 17.1%
All Other 1.5% 2.8% 13.9% 1.6% 2.8% 9.9%
-------------- -------------- -------------- -------------- -------------- -------------
Total 0.6% 3.0% 8.0% - 3.4% 5.6%
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** Includes Miami and Ft. Lauderdale.
8
Signatures
Pursuant to the requirements of the Securities and 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: February 25, 2000
--------------------------- --------------------------------
A. William Hamill
Executive Vice President and
Chief Financial Officer
Date: February 25, 2000
--------------------------- --------------------------------
Robin R. Flanagan
Vice President and
Chief Accounting Officer
9