UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, DC 20549
FORM 10-Q
[X] QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15 (d)
OF THE SECURITIES EXCHANGE ACT OF 1934
For the quarterly period ended March 31, 2002
OR
[ ] TRANSITION REPORT PURSUANT TO SECTION 13 OR 15 (d)
OF THE SECURITIES EXCHANGE ACT OF 1934
For the transition period from to
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Commission file number 1-10524
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UNITED DOMINION REALTY TRUST, INC.
----------------------------------
(Exact name of registrant as specified in its charter)
Virginia 54-0857512
- ------------------------------- ------------------
(State or other jurisdiction of (I.R.S. Employer
incorporation of organization) Identification No.)
1745 Shea Center Drive, Suite 200, Highlands Ranch, Colorado 80129
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(Address of principal executive offices - zip code)
(720) 283-6120
--------------
(Registrant's telephone number, including area code)
Indicate by check mark whether the registrant (1) has filed all reports required
to be filed by Section 13 or 15 (d) of the Securities Exchange Act of 1934
during the preceding 12 months, and (2) has been subject to filing requirements
for the past 90 days.
Yes X No
-- --
The number of shares of the issuer's common stock, $1 par value, outstanding as
of May 8, 2002 was 107,304,131.
UNITED DOMINION REALTY TRUST, INC.
FORM 10-Q
INDEX
PAGE
----
PART I - FINANCIAL INFORMATION
Item 1. Consolidated Financial Statements (unaudited)
Consolidated Balance Sheets as of March 31, 2002 and December 31, 2001............... 3
Consolidated Statements of Operations for the three months ended March 31, 2002
and 2001......................................................................... 4
Consolidated Statements of Cash Flows for the three months ended
March 31, 2002 and 2001.......................................................... 5
Consolidated Statement of Shareholders' Equity for the three months ended
March 31, 2002................................................................... 6
Notes to Consolidated Financial Statements........................................... 7-13
Item 2. Management's Discussion and Analysis of Financial Condition and Results of
Operations....................................................................... 14-22
Item 3. Quantitative and Qualitative Disclosures About Market Risk........................... 23
PART II - OTHER INFORMATION
Item 1. Legal Proceedings.................................................................... 24
Item 6. Exhibits and Reports on Form 8-K..................................................... 24-25
Signatures ................................................................................... 26
2
UNITED DOMINION REALTY TRUST, INC.
CONSOLIDATED BALANCE SHEETS
(In thousands, except share data)
(Unaudited)
March 31, December 31,
2002 2001
- -----------------------------------------------------------------------------------------------------
ASSETS
Real estate owned:
Real estate held for investment (Note 2) $3,811,160 $3,858,579
Less: accumulated depreciation (663,924) (646,366)
---------- ----------
3,147,236 3,212,213
Real estate under development 26,955 40,240
Real estate held for disposition (net of accumulated depreciation
of $21,569 and $0) (Note 3) 99,442 8,848
---------- ----------
Total real estate owned, net of accumulated depreciation 3,273,633 3,261,301
Cash and cash equivalents 8,029 4,641
Restricted cash 20,761 26,830
Deferred financing costs, net 17,699 15,802
Investment in unconsolidated development joint venture 3,018 3,355
Other assets 40,984 36,162
---------- ----------
Total assets $3,364,124 $3,348,091
========== ==========
LIABILITIES AND SHAREHOLDERS' EQUITY
Secured debt (Note 4) $1,078,158 $ 974,177
Unsecured debt (Note 5) 1,002,339 1,090,020
Real estate taxes payable 17,154 28,099
Accrued interest payable 14,342 16,779
Security deposits and prepaid rent 21,541 20,481
Distributions payable 35,374 33,457
Accounts payable, accrued expenses and other liabilities 61,494 66,688
---------- ----------
Total liabilities 2,230,402 2,229,701
Minority interests 73,291 75,665
Shareholders' equity
Preferred stock, no par value; $25 liquidation preference,
25,000,000 shares authorized;
5,416,009 shares 8.60% Series B Cumulative Redeemable
issued and outstanding (5,416,009 in 2001) 135,400 135,400
8,000,000 shares 7.50% Series D Cumulative Convertible
Redeemable issued and outstanding (8,000,000 in 2001) 175,000 175,000
Common stock, $1 par value; 150,000,000 shares authorized
107,125,110 shares issued and outstanding (103,133,279 in 2001) 107,125 103,133
Additional paid-in capital 1,148,244 1,098,029
Distributions in excess of net income (486,675) (448,345)
Deferred compensation - unearned restricted stock awards (3,132) (1,312)
Notes receivable from officer-shareholders (3,828) (4,309)
Accumulated other comprehensive loss (Note 6) (11,703) (14,871)
---------- ----------
Total shareholders' equity 1,060,431 1,042,725
---------- ----------
Total liabilities and shareholders' equity $3,364,124 $3,348,091
========== ==========
See accompanying notes to consolidated financial statements.
3
UNITED DOMINION REALTY TRUST, INC.
CONSOLIDATED STATEMENTS OF OPERATIONS
(In thousands, except per share data)
(Unaudited)
Three Months Ended March 31, 2002 2001
- ---------------------------------------------------------------------------------------------------
REVENUES
Rental income $158,942 $156,401
Non-property income 347 1,136
-------- --------
Total revenues 159,289 157,537
EXPENSES
Rental expenses:
Real estate taxes and insurance 18,395 17,561
Personnel 15,801 16,050
Utilities 9,143 11,223
Repair and maintenance 9,267 8,476
Administrative and marketing 6,113 5,833
Property management 4,739 3,790
Other operating expenses 334 430
Real estate depreciation 39,286 40,398
Interest 32,463 37,221
Severance costs and other organizational charges -- 5,404
Impairment loss on real estate and investments 2,301 3,188
General and administrative 7,244 4,505
Other depreciation and amortization 1,101 881
-------- --------
Total expenses 146,187 154,960
-------- --------
Income before gains on sales of investments, minority interests
and extraordinary item 13,102 2,577
Gains on sales of depreciable property 1,159 4,102
-------- --------
Income before minority interests and extraordinary item 14,261 6,679
Minority interests of unitholders in operating partnerships 579 244
Minority interests of unitholders in other partnerships (454) (1,004)
-------- --------
Income before extraordinary item 14,386 5,919
Extraordinary item - loss on early extinguishment of debt (16,049) (187)
-------- --------
Net income (loss) (1,663) 5,732
Distributions to preferred shareholders - Series A and B (2,911) (5,206)
Distributions to preferred shareholders - Series D (Convertible) (3,964) (3,857)
Discount on preferred share repurchases -- 23
-------- --------
Net income (loss) available to common shareholders $ (8,538) $ (3,308)
======== ========
Income (loss) per common share before extraordinary item -
basic and diluted $ 0.07 $ (0.03)
======== ========
Extraordinary item per share - basic and diluted $ (0.15) $ 0.00
======== ========
Loss per common share after extraordinary item - basic and diluted $ (0.08) $ (0.03)
======== ========
Common distributions declared per share $ 0.2775 $ 0.2700
======== ========
Weighted average number of common shares outstanding - basic and diluted 103,654 101,346
See accompanying notes to consolidated financial statements.
4
UNITED DOMINION REALTY TRUST, INC.
CONSOLIDATED STATEMENTS OF CASH FLOWS
(In thousands)
(Unaudited)
Three Months Ended March 31, 2002 2001
- --------------------------------------------------------------------------------------------------------
Operating Activities
Net income (loss) $ (1,663) $ 5,732
Adjustments to reconcile net cash provided
by operating activities:
Depreciation and amortization 40,387 41,279
Impairment loss on real estate and investments 2,301 3,188
Gains on sales of investments (1,159) (4,102)
Minority interests (125) 760
Extraordinary item-early extinguishment of debt 16,049 187
Amortization of deferred financing costs and other 1,149 883
Changes in operating assets and liabilities:
Decrease in operating liabilities (13,472) (12,989)
Decrease in operating assets 471 15,564
--------- --------
Net cash provided by operating activities 43,938 50,502
Investing Activities
Proceeds from sales of real estate investments, net 3,042 4,236
Development of real estate assets and other major improvements (6,692) (11,744)
Acquisition of real estate assets, net of liabilities assumed (39,631) (4,410)
Capital expenditures - real estate assets, net of escrow reimbursement (9,872) (11,322)
Capital expenditures - non-real estate assets (732) (360)
Other investing activities -- (7,233)
--------- --------
Net cash used in investing activities (53,885) (30,833)
Financing Activities
Proceeds from the issuance of secured debt 324,282 --
Scheduled principal payments on secured debt (5,341) (2,709)
Non-scheduled principal payments on secured debt (230,768) (20,620)
Payments on unsecured debt (54,281) (16,993)
Net (repayment)/borrowing of short-term bank debt (33,200) 68,300
Payment of financing costs (2,884) (180)
Proceeds from the issuance of common stock 54,317 1,966
Proceeds from the issuance of out-performance partnership units 55 --
Distributions paid to minority interests (2,152) (2,528)
Distributions paid to preferred shareholders (6,885) (9,081)
Distributions paid to common shareholders (27,865) (27,238)
Repurchase of operating partnership units -- (353)
Repurchase of common and preferred stock (1,943) (13,096)
--------- --------
Net cash provided by (used in) financing activities 13,335 (22,532)
Net increase (decrease) in cash and cash equivalents 3,388 (2,863)
Cash and cash equivalents, beginning of period 4,641 10,305
--------- --------
Cash and cash equivalents, end of period $ 8,029 $ 7,442
========= ========
Supplemental Information:
Interest paid during the period $ 36,893 $ 38,711
Conversion of operating partnership units to common stock 11 11
Issuance of restricted stock awards 2,161 1,548
Non-cash transactions:
Secured debt assumed with the acquisition of properties -- 2,915
Reduction in secured debt from the disposition of properties -- 7,694
See accompanying notes to consolidated financial statements.
5
CONSOLIDATED STATEMENT OF SHAREHOLDERS' EQUITY
(In thousands, except share data)
(Unaudited)
Preferred Stock Common Stock
----------------------------------------------
Shares Amount Shares Amount
- ---------------------------------------------------------------------------------------------------------------------
Balance, December 31, 2001 13,416,009 $310,400 103,133,279 $103,133
Comprehensive Income
Net income (loss)
Other comprehensive income:
Unrealized gain on derivative instruments (Note 6)
- ---------------------------------------------------------------------------------------------------------------------
Comprehensive income
- ---------------------------------------------------------------------------------------------------------------------
Issuance of common shares to employees,
officers and director-shareholders 723,260 723
Issuance of common shares through dividend reinvestment
and stock purchase plan 77,300 77
Issuance of common shares through public offering 3,166,800 3,167
Purchase of common and preferred stock (136,561) (136)
Issuance of restricted stock awards 150,490 150
Adjustment for cash purchase and conversion of
minority interests of unitholders in operating partnerships 10,542 11
Principal repayments on notes receivable from officer-shareholders
Common stock distributions declared ($.2775 per share)
Preferred stock distributions declared-Series B ($.5375 per share)
Preferred stock distributions declared-Series D ($.4955 per share)
Amortization of deferred compensation
----------------------------------------------
Balance, March 31, 2002 13,416,009 $310,400 107,125,110 $107,125
==============================================
Deferred
Distributions in Compensation -
Paid-in Excess of Unearned Restricted
Capital Net Income Stock Awards
- --------------------------------------------------------------------------------------------------------------------------
Balance, December 31, 2001 $1,098,029 $(448,345) $(1,312)
Comprehensive Income
Net income (loss) (1,663)
Other comprehensive income:
Unrealized gain on derivative instruments (Note 6)
- --------------------------------------------------------------------------------------------------------------------------
Comprehensive income (1,663)
- --------------------------------------------------------------------------------------------------------------------------
Issuance of common shares to employees,
officers and director-shareholders 7,503
Issuance of common shares through dividend reinvestment
and stock purchase plan 1,033
Issuance of common shares through public offering 41,333
Purchase of common and preferred stock (1,807)
Issuance of restricted stock awards 2,011 (2,161)
Adjustment for cash purchase and conversion of
minority interests of unitholders in operating partnerships 142
Principal repayments on notes receivable from officer-shareholders
Common stock distributions declared ($.2775 per share) (29,792)
Preferred stock distributions declared-Series B ($.5375 per share) (2,911)
Preferred stock distributions declared-Series D ($.4955 per share) (3,964)
Amortization of deferred compensation 341
---------------------------------------------------
Balance, March 31, 2002 $1,148,244 $(486,675) $(3,132)
===================================================
Accumulated
Notes Receivable Other
from Officer - Comprehensive
Shareholders Loss Total
- --------------------------------------------------------------------------------------------------------------------
Balance, December 31, 2001 $(4,309) $(14,871) $1,042,725
Comprehensive Income
Net income (loss) (1,663)
Other comprehensive income:
Unrealized gain on derivative instruments (Note 6) 3,168 3,168
- --------------------------------------------------------------------------------------------------------------------
Comprehensive income 3,168 1,505
- --------------------------------------------------------------------------------------------------------------------
Issuance of common shares to employees,
officers and director-shareholders 8,226
Issuance of common shares through dividend reinvestment
and stock purchase plan 1,110
Issuance of common shares through public offering 44,500
Purchase of common and preferred stock (1,943)
Issuance of restricted stock awards --
Adjustment for cash purchase and conversion of
minority interests of unitholders in operating partnerships 153
Principal repayments on notes receivable from officer-shareholders 481 481
Common stock distributions declared ($.2775 per share) (29,792)
Preferred stock distributions declared-Series B ($.5375 per share) (2,911)
Preferred stock distributions declared-Series D ($.4955 per share) (3,964)
Amortization of deferred compensation 341
-----------------------------------------
Balance, March 31, 2002 $(3,828) $(11,703) $1,060,431
=========================================
See accompanying notes to consolidated financial statements.
6
UNITED DOMINION REALTY TRUST, INC.
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
MARCH 31, 2002
(UNAUDITED)
1. CONSOLIDATION AND BASIS OF PRESENTATION
The accompanying consolidated financial statements include the accounts of
United Dominion and its subsidiaries, including United Dominion Realty, L.P.
(the "Operating Partnership"), and Heritage Communities L.P. (the "Heritage
OP"), (collectively, "United Dominion"). As of March 31, 2002, there were
74,962,675 units in the Operating Partnership outstanding, of which 68,512,731
units, or 91.4%, were owned by United Dominion and 6,449,944 units, or 8.6%,
were owned by non-affiliated limited partners. As of March 31, 2002, there were
3,492,889 units in the Heritage OP outstanding, of which 3,112,707 units, or
89.1%, were owned by United Dominion and 380,182 units, or 10.9%, were owned by
non-affiliated limited partners. The consolidated financial statements of United
Dominion include the minority interests of the unitholders in the operating
partnerships.
The Company owns a 25% interest in an unconsolidated development joint
venture in which United Dominion is serving as the managing partner. As of
March 31, 2002, the venture owns two apartment communities with a carrying value
of $46.5 million which are encumbered by $32.5 million of secured debt. This
secured debt is non-recourse to the Company.
The accompanying interim unaudited consolidated financial statements have
been prepared according to the rules and regulations of the Securities and
Exchange Commission. Certain information and footnote disclosures normally
included in financial statements prepared in accordance with generally accepted
accounting principles have been condensed or omitted according to such rules and
regulations, although management believes that the disclosures are adequate to
make the information presented not misleading. The accompanying consolidated
financial statements should be read in conjunction with the audited financial
statements and related notes appearing in United Dominion's December 31, 2001
Annual Report on Form 10-K filed with the Securities and Exchange Commission.
In the opinion of management, the consolidated financial statements reflect
all adjustments which are necessary for the fair presentation of financial
position at March 31, 2002 and results of operations for the interim periods
ended March 31, 2002 and 2001. Such adjustments are normal and recurring in
nature. All significant inter-company accounts and transactions have been
eliminated in consolidation. The interim results presented are not necessarily
indicative of results that can be expected for a full year.
The preparation of these financial statements requires management to make
estimates and assumptions that affect the reported amounts of assets and
liabilities and the disclosure of contingent liabilities at the dates of the
financial statements and the amounts of revenues and expenses during the
reporting periods. Actual amounts realized or paid could differ from those
estimates.
Certain previously reported amounts have been reclassified to conform to
the current financial statement presentation.
2. REAL ESTATE HELD FOR INVESTMENT
At March 31, 2002, there are 267 communities with 75,789 apartment homes
classified as real estate held for investment. The following table summarizes
the components of real estate held for investment at March 31, 2002 and December
31, 2001 (dollars in thousands):
March 31, December 31,
2002 2001
---------- ------------
Land and land improvements $ 684,820 $ 695,923
Buildings and improvements 2,921,476 2,945,741
Furniture, fixtures and equipment 204,645 216,637
Construction in progress 219 278
---------- ----------
Real estate held for investment 3,811,160 3,858,579
Accumulated depreciation (663,924) (646,366)
---------- ----------
Real estate held for investment, net
of accumulated depreciation $3,147,236 $3,212,213
========== ==========
7
UNITED DOMINION REALTY TRUST, INC.
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
MARCH 31, 2002
(UNAUDITED)
3. REAL ESTATE HELD FOR DISPOSITION
At March 31, 2002, United Dominion had nine communities with a total of
2,366 apartment homes, three parcels of land and one commercial property
included in real estate held for disposition totaling $99.4 million which is net
of $21.6 million of accumulated depreciation. Real estate held for disposition
contributed property operating income (property rental income less property
operating expense) of $2.5 million for the three months ended March 31, 2002 and
2001. Certain assets are secured by mortgage indebtedness, which may be assumed
by the purchaser or repaid from the sale proceeds. Properties classified as real
estate held for disposition generally represent properties that are under
contract for sale and are expected to close within the next twelve months.
The management of United Dominion periodically engages in divestitures of
real estate to better position the Company for achieving more consistent
earnings growth and increasing shareholder value over the long-term. The factors
considered in these decisions include the age, quality and projected operating
income of communities that might be sold, the expected market value for the
communities, the estimated timing for completion of sales and the pro forma
effect of sales upon United Dominion's earnings and financial position. As a
result of this activity, during the first quarter of 2002, an aggregate $2.3
million impairment loss was recognized on a portfolio of five properties in
Memphis, Tennessee. An impairment loss was indicated as certain of these assets
were contracted at net selling prices below their net book value as of March 31,
2002.
4. SECURED DEBT
Secured debt, which encumbers $1.6 billion or 40.6% of United Dominion's
real estate owned ($2.4 billion or 59.4% of United Dominion's real estate owned
is unencumbered) consists of the following at March 31, 2002 (dollars in
thousands):
Weighted Weighted Number of
Average Average Communities
Principal Outstanding Interest Rate Years to Maturity Encumbered
------------------------- ------------- ----------------- -----------
March 31, December 31,
2002 2001 2002 2002 2002
- ------------------------------------------------------------ ------------- ----------------- -----------
Fixed Rate Debt
Mortgage Notes Payable (a) $ 233,377 $450,643 7.69% 9.0 31
Tax-Exempt Secured Notes Payable 65,734 65,806 6.73% 11.8 9
Secured Credit Facilities (b) 17,000 17,000 7.04% 11.8 --
---------- -------- ---- ---- ---
Total Fixed Rate Secured Debt 316,111 533,449 7.46% 9.7 40
Variable Rate Debt
Secured Credit Facilities (b) 730,013 405,731 2.59% 11.9 68
Tax-Exempt Secured Notes Payable 19,915 19,915 1.38% 23.2 3
Mortgage Notes Payable 12,119 15,082 3.71% 8.0 3
---------- -------- ---- ---- ---
Total Variable Rate Secured Debt 762,047 440,728 2.58% 12.2 74
---------- -------- ---- ---- ---
Total Secured Debt $1,078,158 $974,177 4.01% 11.4 114
========== ======== ==== ==== ===
(a) Includes fair value adjustments aggregating $3.5 million at March 31, 2002
and $7.9 million at December 31, 2001, recorded in connection with the
assumption of debt associated with two acquisitions consummated in 1998.
(b) At March 31, 2002, United Dominion had $676.3 million outstanding under
four revolving credit facilities with the Federal National Mortgage
Association (the "FNMA Credit Facilities"). The FNMA Credit Facilities are
for an initial term of five or ten years, bear interest at a floating rate
and can be extended for an additional five years at the then market rate
at United Dominion's discretion. At March 31, 2002, the FNMA Credit
Facilities had a weighted average floating rate of interest of 2.7%. In
order to limit a portion of its interest rate exposure, United Dominion
has two interest rate swap agreements associated with the FNMA Credit
Facilities. These agreements, which mature in 2004, have an aggregate
notional value of $17 million under which United Dominion pays a fixed rate
of interest and receives a variable rate on the notional amount. The
interest rate swap agreements effectively change United Dominion's interest
rate exposure on $17 million of secured debt from a variable rate to a
weighted average fixed rate of 7.04%. At March 31, 2002,
8
UNITED DOMINION REALTY TRUST, INC.
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
MARCH 31, 2002
(UNAUDITED)
United Dominion had $70.7 million outstanding under one secured Freddie Mac
revolving credit facility through GMAC Commercial Mortgage Corporation (the
"Freddie Mac Credit Facility") with an initial floating rate of interest of
2.29%. The Freddie Mac Credit Facility is for an initial term of five years
with an option by the Company to extend for an additional four year term at
the then market rate. The Company has the option for variable rate or fixed
rate terms.
Approximate principal payments due during each of the next five calendar
years and thereafter, as of March 31, 2002, are as follows (dollars in
thousands):
Total
Fixed Rate Variable Rate Secured
Year Maturities Maturities Maturities
- ---------- ---------- ------------- ----------
2002 $ 16,567 $ 2,588 $ 19,155
2003 19,390 534 19,924
2004 111,869 557 112,426
2005 19,712 4,825 24,537
2006 23,312 3,849 27,161
Thereafter 125,261 749,694 874,955
-------- -------- ----------
$316,111 $762,047 $1,078,158
======== ======== ==========
For the three months ended March 31, 2002, United Dominion recognized $16.0
million ($.15 per share) in extraordinary losses as a result of prepayment
penalties incurred from the refinancing of certain secured loans using proceeds
from the FNMA and Freddie Mac credit facilities.
5. UNSECURED DEBT
A summary of unsecured debt at March 31, 2002 and December 31, 2001 is as
follows (dollars in thousands):
2002 2001
- ----------------------------------------------------------------------------
Commercial Banks
Borrowings outstanding under an
unsecured credit facility due August 2003 (a) $197,000 $230,200
Borrowings outstanding under an
unsecured term loan due May 2004-2005 (b) 100,000 100,000
Senior Unsecured Notes - Other
7.60% Medium-Term Notes due January 2002 -- 46,750
7.65% Medium-Term Notes due January 2003 (c) 10,000 10,000
7.22% Medium-Term Notes due February 2003 11,815 11,815
5.05% City of Portland, OR Bonds due October 2003 7,345 7,345
8.63% Notes due March 2003 78,030 78,030
7.98% Notes due March 2002-2003 (d) 7,428 14,857
7.67% Medium-Term Notes due January 2004 53,510 53,510
7.73% Medium-Term Notes due April 2005 22,400 22,400
7.02% Medium-Term Notes due November 2005 49,760 49,760
7.95% Medium-Term Notes due July 2006 103,179 103,179
7.07% Medium-Term Notes due November 2006 25,000 25,000
7.25% Notes due January 2007 105,020 105,020
ABAG Tax-Exempt Bonds due August 2008 46,700 46,700
9
UNITED DOMINION REALTY TRUST, INC.
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
MARCH 31, 2002
(UNAUDITED)
2002 2001
- -------------------------------------------------------------------------------
Senior Unsecured Notes - Other (continued)
8.50% Monthly Income Notes due November 2008 57,400 57,400
8.50% Debentures due September 2024 (e) 124,920 124,920
Other (f) 2,832 3,134
---------- ----------
705,339 759,820
---------- ----------
Total Unsecured Debt $1,002,339 $1,090,020
========== ==========
(a) As of March 31, 2002, United Dominion had eight interest rate swap
agreements associated with commercial bank borrowings with an aggregate
notional value of $155 million under which United Dominion pays a fixed
rate of interest and receives a variable rate of interest on the notional
amounts. The interest rate swaps, which mature over the period from October
2002 to July 2004, effectively change United Dominion's interest rate
exposure on the $155 million of borrowings from a variable rate to a
weighted average fixed rate of approximately 6.98%. The weighted average
interest rate of the total $197.0 million and $230.2 million in commercial
borrowings, after giving effect to swap agreements, was 6.1% at March 31,
2002 and December 31, 2001, respectively.
(b) As of March 31, 2002, United Dominion had five interest rate swap
agreements associated with borrowings under the term loan with an aggregate
notional value of $100 million under which United Dominion pays a fixed
rate of interest and receives a variable rate of interest on the notional
amounts. The interest rate swaps, which mature in May 2003 and May 2004,
effectively change United Dominion's interest rate exposure on these
borrowings from a variable rate to a weighted average fixed rate of
approximately 7.53%.
(c) United Dominion has one interest rate swap agreement associated with these
unsecured notes with an aggregate notional value of $10 million under which
United Dominion pays a fixed rate of interest and receives a variable rate
on the notional amount. The interest rate swap agreement, which matures in
January 2003, effectively changes United Dominion's interest rate exposure
on the $10 million from a variable rate to a fixed rate of 7.65%.
(d) Payable annually in three equal principal installments of $7.4 million. The
first installment was paid in 2001 and the second installment was paid in
the first quarter of 2002.
(e) Includes an investor put feature that grants a one-time option to redeem
the debentures in September 2004.
(f) Includes $2.8 million and $3.0 million at March 31, 2002 and December 31,
2001, respectively, of deferred gains from the termination of interest rate
risk management agreements which are being amortized over their remaining
useful life of 3.5 years.
6. FINANCIAL INSTRUMENTS
The Company accounts for its derivative instruments in accordance with
Statements of Financial Accounting Standards No. 133 and 138, "Accounting for
Certain Derivative Instruments and Hedging Activities." At March 31, 2002, all
of the Company's derivative financial instruments are interest rate swap
agreements that are designated as cash flow hedges of debt with variable
interest rate features, and are qualifying hedges for financial reporting
purposes. For derivative instruments that qualify as cash flow hedges, the
effective portion of the gain or loss on the derivative instrument is reported
as a component of other comprehensive income and reclassified into earnings
during the same period or periods during which the hedged transaction affects
earnings. The remaining gain or loss on the derivative instrument in excess of
the cumulative change in the present value of future cash flows of the hedged
item, if any, is recognized in current earnings during the period of change.
The fair value of the Company's derivative instruments is reported on
balance sheet at their current fair value. Estimated fair values for interest
rate swaps rely on prevailing market interest rates. These fair value amounts
should not be viewed in isolation, but rather in relation to the values of the
underlying hedged transactions and investments and to the overall reduction in
exposure to adverse fluctuations in interest rates. Each interest rate swap
agreement is designated with all or a portion of the principal balance and term
of a specific debt obligation. The interest rate swaps involve the periodic
exchange of payments over the life of the related agreements. Amounts received
or paid on the interest rate swaps are recorded on an accrual basis as an
adjustment to the related interest expense of the outstanding debt based on the
accrual method of accounting. The related amounts payable to and receivable from
counterparties are included in other liabilities and other assets, respectively.
10
UNITED DOMINION REALTY TRUST, INC.
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
MARCH 31, 2002
(UNAUDITED)
The following table presents the fair values of the Company's derivative
financial instruments outstanding, based on external market quotations, as of
March 31, 2002 (dollars in thousands):
Notional Fixed Type of Effective Contract Fair
Amount Rate Contract Date Maturity Value
- -------------------------------------------------------------------------
Secured Debt:
FNMA
$ 7,000 6.78% Swap 06/30/99 06/30/04 $ (333)
10,000 7.22% Swap 12/01/99 04/01/04 (522)
- -------- ---- --------
17,000 7.04% (855)
Unsecured Debt:
Bank Credit Facility
5,000 7.32% Swap 06/26/95 07/01/04 (264)
10,000 7.14% Swap 10/18/95 10/03/02 (297)
5,000 6.98% Swap 11/21/95 10/03/02 (143)
25,000 7.39% Swap 11/01/00 08/01/03 (1,171)
25,000 7.39% Swap 11/01/00 08/01/03 (1,171)
25,000 7.21% Swap 12/01/00 08/01/03 (1,046)
25,000 7.21% Swap 12/04/00 08/01/03 (1,046)
35,000 5.98% Swap 03/13/01 04/01/03 (806)
- -------- ---- --------
155,000 6.98% (5,944)
Unsecured Debt:
Bank Term Loan
25,000 7.49% Swap 11/15/00 05/15/03 (989)
20,000 7.49% Swap 11/15/00 05/15/03 (791)
23,500 7.62% Swap 11/15/00 05/15/04 (1,304)
23,000 7.62% Swap 11/15/00 05/15/04 (1,277)
8,500 7.26% Swap 12/04/00 05/15/03 (326)
- -------- ---- --------
100,000 7.53% (4,687)
Medium-Term Notes
10,000 7.65% Swap 01/26/99 01/27/03 (268)
- -------- --------
$282,000 $(11,754)
======== ========
During the quarter ended March 31, 2002, the Company recognized $3.2
million of unrealized gains in accumulated other comprehensive income and an
$8.9 thousand gain in net income related to the ineffective portion of the
Company's hedging instruments. In addition, United Dominion recognized $11.8
million of derivative financial instrument liabilities on the Consolidated
Balance Sheet.
As of March 31, 2002, United Dominion expects to reclassify $8.9 million of
net losses on derivative instruments from accumulated other comprehensive income
to earnings (interest expense) during the next twelve months on the related
hedged transactions.
11
UNITED DOMINION REALTY TRUST, INC.
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
MARCH 31, 2002
(UNAUDITED)
7. EARNINGS PER SHARE
Basic earnings per common share is computed based upon the weighted average
number of common shares outstanding during the period. Diluted earnings per
common share is computed based upon common shares outstanding plus the effect of
dilutive stock options and other potentially dilutive common stock equivalents.
The dilutive effect of stock options and other potentially dilutive common stock
equivalents is determined using the treasury stock method based on United
Dominion's average stock price.
The following table sets forth the computation of basic and diluted
earnings per share (dollars in thousands, except per share data):
Three months ended
March 31,
2002 2001
-------- --------
Numerator for basic and diluted earnings per share-
net income (loss) available to common shareholders $ (8,538) $ (3,308)
Denominator:
Beginning denominator for basic and diluted
earnings per share - weighted average common
shares outstanding 103,940 101,529
Non-vested restricted stock (286) (183)
-------- --------
Denominator for basic and diluted earnings per share 103,654 101,346
======== ========
Basic and diluted earnings (loss) per share $ (0.08) $ (0.03)
======== ========
The effect of the conversion of the operating partnership units and
convertible preferred stock is not dilutive and is therefore not included in the
above calculations. If the operating partnership units were converted to common
stock, the additional shares of common stock outstanding for the three months
ended March 31, 2002 and 2001 would be 7,055,186 and 7,425,760, respectively. If
the convertible preferred stock was converted to common stock, the additional
shares of common stock outstanding for the three months ended March 31, 2002 and
2001 would be 12,307,692 common shares.
The effect of employee stock options for the three months ended March 31,
2002, was not included since its effect would be dilutive due to the net loss
to common shareholders incurred during the period.
8. COMPREHENSIVE INCOME (LOSS)
Total comprehensive income (loss) was $1.5 million and $(3.4) million for
the three months ended March 31, 2002 and 2001, respectively. The difference
between net income and total comprehensive income is primarily due to the fair
value of accounting for interest rate swaps.
9. COMMITMENTS AND CONTINGENCIES
Commitments
United Dominion is committed to completing its real estate currently under
development, which has an estimated cost to complete of $15.4 million at March
31, 2002.
Contingencies
In May 2001, the shareholders of United Dominion approved the
Out-Performance Program (the "Program") pursuant to which executives and other
key officers of the Company were given the opportunity to invest in the Company
by purchasing performance shares ("Out-Performance Partnership Shares" or
"OPPSs") of the Operating Partnership for an initial investment of $1.27
million. To begin the Program, the Company's performance will be measured over a
28 month period beginning February 2001. The Program is designed to provide
participants with the possibility of substantial returns on their investment if
the Company's total return, considering the reinvestment of dividend income as
well as share price appreciation, on its common stock during the measurement
period exceeds the greater of industry average (defined as the total cumulative
return of the Morgan Stanley REIT Index over the same period) or a 30% total
return (12% annualized) (the "minimum return"). At the conclusion of the
measurement period, if United Dominion's total return satisfies these criteria,
the holders of the OPPSs will receive distributions and allocations of income
and loss from the Operating Partnership equal to the
12
UNITED DOMINION REALTY TRUST, INC.
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
MARCH 31, 2002
(UNAUDITED)
distributions and allocations that would be received on the number of interests
in the Operating Partnership ("OP Units") obtained by: (i) determining the
amount by which the cumulative total return of the Company's common stock over
the measurement period exceeds the greater of the cumulative total return of the
peer group index (the Morgan Stanley REIT Index) or the minimum return (such
being the "excess return"); (ii) multiplying 4% of the excess return by the
Company's market capitalization (defined as the average number of shares
outstanding over the 28 month period multiplied by the daily closing price of
the Company's common stock); and (iii) dividing the number obtained in (ii) by
the market value of one share of the Company common stock on the valuation date,
determined by the volume-weighted average price of the common stock for the 20
trading days immediately preceding the valuation date. If, on the valuation
date, the cumulative total return of United Dominion's common stock does not
meet the minimum return or the total return of the peer group and there is no
excess return, then the holders of the OPPSs will forfeit their entire initial
investment of $1.27 million. The OPPSs, unlike United Dominion's other OP Units,
are not convertible into common stock except upon a change of control of the
Company or upon the death of the participant. Accordingly, the contingently
issuable OPPSs are not included in common stock and common stock equivalents in
the calculation of earnings per share. Based upon results through March 31,
2002, 955,662 OPPSs would have been issued. However, since the ultimate
determination of OPPSs to be issued will not occur until June 2003, and the
number of OPPSs is determinable only upon future events, the financial
statements do not reflect any additional impact for these events.
United Dominion and its subsidiaries are engaged in various litigations and
have a number of unresolved claims pending. The ultimate liability in respect of
such litigations and claims cannot be determined at this time. United Dominion
is of the opinion that such liability, to the extent not provided for through
insurance or otherwise, is not likely to be material in relation to the
consolidated financial statements of United Dominion.
10. IMPACT OF RECENTLY ISSUED ACCOUNTING STANDARDS
On January 1, 2002, the Company adopted Statement 144, "Accounting for the
Impairment or Disposal of Long-Lived Assets" ("SFAS No. 144"). The Statement
superceded Statement 121, "Accounting for the Impairment of Long-Lived Assets
and for Long-Lived Assets to Be Disposed of" ("SFAS No. 121") and Accounting
Principles Board Opinion No. 30, "Reporting the Results of Operations--Reporting
the Effects of Disposal of a Segment of a Business, and Extraordinary, Unusual
and Infrequently Occurring Events and Transactions" ("APB 30"), for segments of
a business to be disposed of. SFAS No. 144 retains the requirements of SFAS No.
121 relating to the recognition and measurement of an impairment loss and
resolves certain implementation issues resulting from SFAS No. 121. The adoption
of SFAS No. 144 did not have a material impact on the consolidated financial
position or results of operations of United Dominion.
In April 2002, the FASB issued Statement 145, "Rescission of FASB
Statements No. 4, 44, and 64, Amendment of FASB Statement No. 13, and Technical
Correction" ("SFAS No. 145"). Statement 4, "Reporting Gains and Losses from
Extinguishment of Debt" ("SFAS No. 4"), required that gains and losses from the
extinguishment of debt that were included in the determination of net income be
aggregated and, if material, classified as an extraordinary item. The provisions
of SFAS No. 145 related to the rescission of SFAS No. 4 will require United
Dominion to reclassify prior period items that do not meet the extraordinary
classification. The provisions of SFAS No. 145 related to the rescission of SFAS
No. 4 become effective in fiscal years beginning after May 15, 2002. The Company
from time to time incurs such charges and is currently assessing the impact that
these statements will have on the consolidated financial position or results of
operations of United Dominion.
13
Item 2. MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS
- -------------------------------------------------------------------------------
OF OPERATIONS
-------------
Forward-Looking Statements
The following information should be read in conjunction with the United
Dominion Realty Trust, Inc. ("United Dominion") 2001 Form 10-K as well as the
financial statements and notes included in Item 1 of this report. This quarterly
report contains forward-looking statements within the meaning of Section 27A of
the Securities Act of 1933, as amended, and Section 21E of the Securities
Exchange Act of 1934, as amended. Such forward-looking statements include,
without limitation, statements concerning property acquisitions and
dispositions, development activity and capital expenditures, capital raising
activities, rent growth, occupancy and rental expense growth. Words such as
"expects", "anticipates", "intends", "plans", "believes", "seeks", "estimates"
and variations of such words and similar expressions are intended to identify
such forward-looking statements. Such statements involve known and unknown
risks, uncertainties and other factors which may cause the actual results,
performance or achievement of United Dominion to be materially different from
the results of operations or plans expressed or implied by such forward-looking
statements. Such factors include, among other things, unanticipated adverse
business developments affecting United Dominion, or its properties, adverse
changes in the real estate markets and general and local economies and business
conditions. Although United Dominion believes that the assumptions underlying
the forward-looking statements contained herein are reasonable, any of the
assumptions could be inaccurate, and therefore there can be no assurance that
such statements included in this report will prove to be accurate. In light of
the significant uncertainties inherent in the forward-looking statements
included herein, the inclusion of such information should not be regarded as a
representation by United Dominion or any other person that the results or
conditions described in such statements or the objectives and plans of United
Dominion will be achieved.
Business Overview
United Dominion is a real estate investment trust (REIT) that owns,
acquires, renovates, develops and manages middle market apartment communities
nationwide. From 1996 through 1999, United Dominion acquired other REITs,
private portfolios and individual communities to create a national platform.
Following this significant acquisition period, the Company upgraded the quality
of the portfolio and invested in infrastructure and technology to catch up with
the rapid growth of its portfolio of assets. During 2001, United Dominion
continued to refine its strategy with the goal of enhancing long-term earnings
growth on a sustained basis by focusing on operational issues that management
believes will produce above-average net operating income growth, steadily
increase cash flow per apartment home and strengthen the capital structure of
the Company. The Company's strategy includes the following key initiatives:
... Own and operate middle market apartment homes across a geographically
diverse platform by enhancing United Dominion's presence in 25 to 30 core
markets to enable the Company to capitalize on operating efficiencies.
... As local market cycles create opportunities, exit current markets where
long-term growth is below the national average (the "non-core markets").
... Employ a strict capital allocation discipline throughout all
decision-making processes to enhance performance, improve the strength of
the Company's balance sheet and increase financial flexibility.
... Lead, manage, measure and reward associates based upon performance
specifically tied to key financial and investment indicators, including the
growth of funds from operations, adjusted funds from operations and the
common share price.
Over the long-term, these key initiatives will better position United
Dominion to serve its customers, increase profitability and capitalize on
changes in the marketplace. At March 31, 2002, United Dominion owned 276
communities with 78,341 apartment homes nationwide.
14
The following table summarizes United Dominion's apartment market
information by major geographic markets (including real estate under
development and real estate held for disposition):
Quarter Ended
As of March 31, 2002 March 31, 2002
-------------------------------------------------------- ------------------------
Number of Number of Percentage of Carrying Average Average
Apartment Apartment Carrying Value Physical Monthly
Communities Homes Value (in thousands) Occupancy Rental Rates
-------------------------------------------------------- ------------------------
Dallas, TX 16 5,091 6.5% $ 256,847 94.2% $ 713
Houston, TX 22 5,722 5.8% 227,849 95.2% 639
Phoenix, AZ 12 3,854 5.7% 226,437 93.6% 721
Orlando, FL 14 4,140 5.2% 203,340 90.6% 761
San Antonio, TX 12 3,827 4.8% 190,522 94.1% 679
Fort Worth, TX 12 3,961 4.4% 171,619 95.2% 663
Raleigh, NC 10 3,283 4.3% 168,732 91.6% 690
Tampa, FL 10 3,372 3.9% 152,320 92.6% 710
Columbus, OH 6 2,527 3.8% 148,484 94.7% 690
San Francisco, CA 4 980 3.6% 141,124 96.6% 1,639
Charlotte, NC 10 2,710 3.5% 136,871 88.4% 672
Nashville, TN 8 2,220 3.0% 119,971 93.7% 677
Greensboro, NC 8 2,122 2.6% 104,012 90.1% 634
Monterey Peninsula, CA 9 1,706 2.5% 97,551 91.7% 893
Richmond, VA 8 2,372 2.4% 96,353 95.7% 723
Southern California 5 1,414 2.3% 91,240 95.1% 937
Wilmington, NC 6 1,869 2.3% 89,159 91.6% 662
Metropolitan DC 5 1,291 1.9% 74,723 95.7% 898
Atlanta, GA 6 1,426 1.8% 71,593 91.1% 741
Baltimore, MD 6 1,291 1.7% 67,267 96.8% 846
Columbia, SC 6 1,584 1.6% 62,237 94.3% 591
Jacksonville, FL 3 1,157 1.5% 58,462 94.4% 674
Norfolk, VA 6 1,437 1.4% 54,236 95.8% 687
Lansing, MI 4 1,226 1.2% 48,867 95.6% 671
Seattle, WA 3 628 0.9% 34,064 92.9% 746
Other Western 6 2,618 3.6% 142,946 93.1% 730
Other Southeastern 9 2,720 3.3% 131,998 89.0% 613
Other Southwestern 10 2,462 2.9% 115,919 94.8% 584
Other Florida 8 2,073 2.6% 101,364 94.6% 729
Other Midwestern 10 2,122 2.4% 94,221 93.5% 636
Other Pacific 7 1,757 2.2% 87,257 93.6% 717
Other North Carolina 8 1,893 1.9% 74,829 94.5% 566
Other Mid-Atlantic 5 928 1.1% 42,482 97.5% 791
Other Northeastern 2 372 0.5% 18,175 96.4% 688
Development -- 186 0.4% 15,260 -- --
Land -- -- 0.5% 20,761 -- --
-------------------------------------------------------- ------------------------
Total Apartments 276 78,341 100.0% $3,939,092 93.5% $ 710
======================================================== ========================
15
Liquidity and Capital Resources
Liquidity is the ability to meet present and future financial obligations
either through the sale or maturity of existing assets or by the acquisition of
additional funds through working capital management. Both the coordination of
asset and liability maturities and effective working capital management are
important to the maintenance of liquidity. United Dominion's primary source of
liquidity is its cash flow from operations as determined by rental rates,
occupancy levels and operating expenses related to its portfolio of apartment
homes. United Dominion routinely uses its unsecured bank credit facility to
temporarily fund certain investing and financing activities prior to arranging
for longer-term financing. During the past several years, proceeds from the
sales of real estate have been used for both investing and financing activities.
United Dominion expects to meet its short-term liquidity requirements
generally through its net cash provided by operations and borrowings under
credit arrangements. The Company expects to meet certain long-term liquidity
requirements such as scheduled debt maturities, the repayment of financing on
development activities and potential property acquisitions, through long-term
secured and unsecured borrowings, the disposition of properties and the issuance
of debt securities or additional equity securities of the Company. The Company
believes that its net cash provided by operations will continue to be adequate
to meet both operating requirements and the payment of dividends by the Company
in accordance with REIT requirements in both the short- and long-term. The
budgeted expenditures for improvements and renovations of certain properties are
expected to be funded from property operations.
United Dominion filed a shelf registration statement in December 1999
providing for the issuance of up to $700 million in common shares, preferred
shares and debt securities to facilitate future financing activities in the
public capital markets. In March 2002, United Dominion completed the sale of 3.0
million shares of common stock at a price of $14.91 per share. As of March 31,
2002, approximately $494 million of equity and debt securities remain available
for use under the shelf registration. Access to capital markets is dependent on
market conditions at the time of issuance.
Future Capital Needs
Future development expenditures are expected to be funded primarily through
joint ventures or with proceeds from the sale of property, and to a lesser
extent, cash flows provided by operating activities. Acquisition activity in
strategic markets is expected to be largely financed by the reinvestment of
proceeds from the sale of property in non-strategic markets.
As of March 31, 2002, United Dominion has approximately $20 million of
secured debt maturing during 2002 which the Company anticipates repaying using
proceeds from mortgage refinancing activity or borrowings under unsecured or
secured credit facilities.
Critical Accounting Policies
Our significant accounting policies are described in Note 1 in the Notes to
Consolidated Financial Statements included in our Annual Report on Form 10-K for
the year ended December 31, 2001. The accounting policies used in preparing our
interim consolidated financial statements for the quarter ended March 31, 2002
are the same as those described in our Annual Report on Form 10-K.
Our critical accounting policies are those having the most impact to the
reporting of our financial condition and results and those requiring
significant judgments and estimates. These policies include those related to (1)
capital expenditures, (2) revenue recognition, and (3) derivatives and hedging
activities. Our critical accounting policies are described in more detail in the
section entitled "Management's Discussion and Analysis of Financial Condition
and Results of Operations" in our Annual Report on Form 10-K for the year
ended December 31, 2001. There have been no significant changes in our critical
accounting policies from those reported in our 2001 Annual Report on Form 10-K.
With respect to these critical accounting policies, our management believes
that the application of judgments and assessments is consistently applied and
produces financial information that fairly depicts the results of operations
for all periods presented.
Statements of Cash Flow
The following discussion explains the changes in net cash provided by
operating and financing activities and net cash used in investing activities
that are presented in United Dominion's Consolidated Statements of Cash Flows.
Operating Activities
For the quarter ended March 31, 2002, United Dominion's cash flow from
operating activities was $43.9 million compared to $50.5 million for 2001. The
decrease in cash flow from operating activities resulted primarily from
collections on escrow accounts and joint venture receivables which generated an
increase in operating cash flow of $15.8 million in 2001 which was not
duplicated in 2002. This was partially offset by a decrease in interest expense
in 2002.
16
Investing Activities
For the quarter ended March 31, 2002, net cash used in investing activities
was $53.9 million compared to net cash used in investing activities of $30.8
million for 2001. Changes in the level of investing activities from period to
period reflects United Dominion's strategy as it relates to its acquisition,
capital expenditure, development and disposition programs, as well as the impact
of the capital market environment on these activities.
Acquisitions
During the three months ended March 31, 2002, United Dominion acquired two
communities with 650 apartment homes for approximately $39.6 million. Subsequent
to March 31, 2002, the Company acquired Wakefield Towers, a 218 home community
in Arlington, Virginia for approximately $19.7 million and The Reflections, a
416 home community in Aurora, Colorado for approximately $33.5 million. All
stated amounts include closing costs.
During 2002, management plans to continue to channel new investments to
those markets that are projected to provide the best investment returns for the
Company over the next ten years. Markets will be targeted based upon defined
criteria including past performance, expected job growth, current and
anticipated housing supply and demand and the ability to attract and support
household formation.
Capital Expenditures
United Dominion capitalizes those expenditures related to acquiring new
assets, materially enhancing the value of an existing asset, or substantially
extending the useful life of an existing asset. Expenditures necessary to
maintain an existing property in ordinary operating condition are expensed as
incurred.
During the quarter ended March 31, 2002, $9.9 million or $129 per home was
spent on capital expenditures for all of United Dominion's communities excluding
development and commercial properties. These capital improvements included
turnover related expenditures for floor coverings and appliances, other
recurring capital expenditures such as HVAC equipment, roofs, landscaping,
siding, parking lots and other non-revenue enhancing capital expenditures, which
aggregated $7.3 million or $96 per home. In addition, revenue enhancing capital
expenditures, including water sub-metering, gating and access systems, the
addition of microwaves, washer-dryers, interior upgrades and new business and
fitness centers totaled $2.5 million or $33 per home for the quarter ended March
31, 2002.
The following table outlines capital expenditures and repair and
maintenance costs for the Company's total portfolio, excluding real estate under
development and commercial properties for the periods presented (dollars in
thousands):
Quarter Ended March 31, Quarter Ended March 31, (per unit)
---------------------------------- ----------------------------------
2002 2001 % Change 2002 2001 % Change
---------------------------------- ----------------------------------
Turnover capital expenditures $ 4,416 $ 2,713 62.8% $ 58 $ 36 61.1%
Other recurring capital expenditures 2,917 1,732 68.4% 38 23 65.2%
---------------------------------- ----------------------------------
Total recurring capital expenditures 7,333 4,445 65.0% 96 59 62.7%
Revenue enhancing improvements 2,539 2,733 -7.1% 33 36 -8.3%
---------------------------------- ----------------------------------
Total capital improvements $ 9,872 $ 7,178 37.5% $129 $ 95 35.8%
================================== ==================================
Repair and maintenance 9,177 8,127 12.9% 120 108 11.1%
---------------------------------- ----------------------------------
Total expenditures $19,049 $15,305 24.5% $249 $203 22.7%
================================== ==================================
Total capital improvements increased $2.7 million or $34 per home in the
first quarter of 2002 compared to the same period in 2001. United Dominion will
continue to selectively add revenue enhancing improvements that the Company
believes will provide a return on investment substantially in excess of United
Dominion's cost of capital. Recurring capital expenditures during 2002 are
currently expected to be approximately $400 per home.
17
Real Estate under Development
Development activity is focused in core markets that have strong operations
managers in place. For the quarter ended March 31, 2002, United Dominion
invested approximately $6.7 million in real estate projects, down $5.0 million
from its 2001 level of $11.7 million.
The following projects, representing additional phases to existing
communities, were under development at March 31, 2002:
Number of Completed Cost to Budgeted Estimated Expected
Apartment Apartment Date Cost Cost Completion
Location Homes Homes (In thousands) (In thousands) Per Home Date
---------- --------- --------- -------------- -------------- --------- ----------
The Meridian II Dallas, TX 270 186 $13,500 $17,400 $64,400 2Q02
The Mandolin II Dallas, TX 178 -- 1,800 13,300 74,700 3Q03
--- --- ------- ------- -------
Total 448 186 $15,300 $30,700 $68,500
=== === ======= ======= =======
In addition, United Dominion owns nine parcels of land that it continues to
hold for future development that had a carrying value at March 31, 2002 of $11.7
million. Eight of the nine parcels represent additional phases to existing
communities as United Dominion plans to add apartment homes adjacent to
currently owned communities that are in improving markets.
During the first quarter, Greensview II, a 192 home community located in
Denver, Colorado was completed. The property was constructed on schedule and
under budget and was 49.0% leased as of March 31, 2002.
Disposition of Investments
For the quarter ended March 31, 2002, United Dominion did not consummate
any sales of real estate, however $3.1 million in proceeds was received on the
condemnation of 96 units of a community in California which resulted in a gain
of $1.2 million. Subsequent to March 31, 2002, the Company sold four communities
with 950 apartment homes in Memphis, Tennessee for a total sales price of $38.7
million. At March 31, 2002, United Dominion took a non-cash charge of $2.3
million to adjust the net book value of this portfolio of assets to equal the
net sales proceeds; therefore, no gain or loss will be recognized on the sale
(see Note 3 - Real Estate Held for Disposition). The Company continues to pursue
its strategy of exiting markets where long-term growth prospects are limited and
the redeployment of capital would enhance future growth rates and economies of
scale.
During 2002, United Dominion plans to dispose of selected communities in
non-core markets or with inferior locations, significant capital expense
requirements without the potential of a corresponding increase in rent or
insufficient growth potential. Proceeds from 2002 dispositions, expected to be
at levels above that of 2001, are planned to be used to acquire communities,
fund development activity and to reduce debt.
Financing Activities
Net cash provided by financing activities during the three months ended
March 31, 2002 was $13.3 million compared to net cash used in financing
activities of $22.5 million for 2001. As part of the plan to improve the
Company's balance sheet position, United Dominion utilized proceeds from
dispositions, equity offerings and refinancings to extend maturities, pay down
existing debt and purchase new properties.
In March 2002, United Dominion closed on a $72 million Freddie Mac
revolving credit facility through GMAC Commercial Mortgage Corporation. The
proceeds of the facility were used to refinance secured loans. The facility has
an initial term of 5 years with an option by the Company to extend for an
additional four-year term at the then market rate. The Company has the option
for variable rate or fixed rate terms. The facility was funded for $70.7 million
with an initial floating rate of 2.29%.
18
As of March 31, 2002, the Company had borrowed approximately $355 million
under its Fannie Mae and Freddie Mac credit facilities. These proceeds were used
to refinance existing secured and unsecured debt with a weighted average
interest rate of 7.84% and a weighted average maturity of 3.1 years. The Company
has rate-locked $150 million of the funded balance at a weighted average
interest rate of 6.69% with a weighted average maturity of 9.67 years. The
remaining balance on these facilities is currently at a variable rate that
averages 2.41%.
Certain of the refinanced loans were subject to prepayment penalties that
resulted in charges to earnings of approximately $18.7 million, $2.7 million of
which was incurred in the fourth quarter of 2001 with the balance taken in the
first quarter of 2002. Management believes that the net present value of these
refinancing transactions ranges from approximately $17 to $20 million.
In March 2002, United Dominion completed the sale of 3.0 million common
shares to Cohen & Steers Management, Inc. at a price of $14.91 per share. The
net proceeds of $42.3 million were used to acquire two apartment communities
with the balance used to reduce outstanding indebtedness under the Company's
revolving credit facilities.
For the three months ended March 31, 2002, the Company has repaid $236.1
million of secured debt and $54.3 million of unsecured debt.
Credit Facilities
United Dominion has four secured revolving credit facilities with the
Federal National Mortgage Association (the "FNMA Credit Facilities") with an
aggregate commitment of $860 million. As of March 31, 2002, $676.3 million was
outstanding under the FNMA Credit Facilities leaving $183.7 million of unused
capacity. The FNMA Credit Facilities are for an initial term of five or ten
years, bear interest at a floating rate and can be extended for an additional
five years at United Dominion's discretion. United Dominion has one secured
Freddie Mac revolving credit facility through GMAC Commercial Mortgage
Corporation (the "Freddie Mac Credit Facility"). As of March 31, 2002, $70.7
million had been funded. The Freddie Mac Credit Facility is for an initial term
of five years with an option by the Company to extend for an additional four
year term at the then market rate (see Note 4 - Secured Debt).
United Dominion has a $375 million three-year unsecured revolving credit
facility (the "Bank Credit Facility") that matures August 2003. As of March 31,
2002, $197.0 million was outstanding under the Bank Credit Facility leaving $178
million of unused capacity. Under the Bank Credit Facility, the Company may
borrow at a rate of LIBOR plus 110 basis points for LIBOR-based borrowings and
pays a facility fee, which is equal to 0.25% of the commitment (see Note 5 -
Unsecured Debt).
The FNMA Credit Facilities, the Freddie Mac Credit Facility and the Bank
Credit Facility are subject to customary financial covenants and limitations.
Information concerning short-term bank borrowings under the Company's Bank
Credit Facility is summarized in the table that follows (dollars in thousands):
Three months ended Twelve months ended
March 31, 2002 December 31, 2001
------------------ -------------------
Total line of credit $375,000 $375,000
Borrowings outstanding at end of period $197,000 $230,200
Weighted average daily borrowings during the period $237,340 $248,367
Maximum daily borrowings outstanding during the period $311,600 $347,200
Weighted average interest rate during the period 2.9% 5.2%
Weighted average interest rate at end of period 2.9% 3.2%
Weighted average interest rate at end of period,
after giving effect to swap agreements 6.1% 6.1%
19
Derivative Instruments
As part of United Dominion's overall interest rate risk management
strategy, the Company uses derivatives as a means to fix the interest rates of
variable rate debt obligations or to hedge anticipated financing transactions.
The Company's derivative transactions used for interest rate risk management
include various interest rate swaps with indices that relate to the pricing of
specific financial instruments of United Dominion. The Company believes that it
has appropriately controlled its interest rate risk through the use of its
derivative instruments. Due to the increase in interest rates during the first
quarter of 2002, the fair value of the Company's derivative instruments has
decreased from an unfavorable value position of $14.9 million at December 31,
2001 to an unfavorable value position of $11.8 million at March 31, 2002 (see
Note 6 - Financial Instruments).
Funds from Operations
Funds from operations ("FFO") is defined as net income (computed in
accordance with generally accepted accounting principles), excluding gains
(losses) from sales of depreciable property, plus real estate depreciation and
amortization, and after adjustments for unconsolidated partnerships and joint
ventures. United Dominion computes FFO for all periods presented in accordance
with the recommendations set forth by the National Association of Real Estate
Investment Trust's October 1, 1999 White Paper. United Dominion considers FFO in
evaluating property acquisitions and its operating performance, and believes
that FFO should be considered along with, but not as an alternative to, net
income and cash flows as a measure of United Dominion's operating performance
and liquidity. FFO does not represent cash generated from operating activities
in accordance with generally accepted accounting principles and is not
necessarily indicative of cash available to fund cash needs. Adjusted funds from
operations ("AFFO") is defined as FFO less recurring capital expenditures for
our stabilized portfolio of $400 per unit in 2002 and $418 per unit in 2001. The
2002 unit charge will be adjusted to actual at year end. The Company believes
AFFO is the best measure of economic profitability for real estate investment
trusts.
The following table outlines United Dominion's FFO calculation for the
three months ended March 31, (dollars in thousands):
2002 2001
- -------------------------------------------------------------------------------------------------
Net income (loss) $ (1,663) $ 5,732
Adjustments:
Distributions to preferred shareholders (6,875) (9,063)
Real estate depreciation, net of outside partners' interest 38,895 39,932
Gain on sales of depreciable property, net of outside partners' interest (1,159) (3,331)
Impairment loss on real estate 2,301 --
Minority interests of unitholders in operating partnership (579) (244)
Real estate depreciation related to unconsolidated entities 183 184
Extraordinary item - early extinguishment of debt 16,049 187
-------- --------
Funds from operations - basic $ 47,152 $ 33,397
======== ========
Adjustment:
Distribution to preferred shareholders - Series D (Convertible) 3,964 3,857
-------- --------
Funds from operations - diluted $ 51,116 $ 37,254
======== ========
Adjustment:
Recurring capital expenditures (7,655) (7,856)
-------- --------
Adjusted funds from operations - diluted $ 43,461 $ 29,398
======== ========
Weighted average number of common shares and OP Units outstanding - basic 111,006 108,954
Weighted average number of common shares and OP Units outstanding - diluted 124,977 121,571
In the computation of diluted FFO, OP Units and the convertible Series D
preferred shares are dilutive; therefore, they are included in the diluted share
count.
20
Results of Operations
Net Loss Available to Common Shareholders
The net loss available to common shareholders was $8.5 million or $.08 per
share for the quarter ended March 31, 2002, compared to a net loss of $3.3
million or $.03 per share for 2001, representing an increase in the net loss
available to common shareholders of $5.2 million or $.05 per share. The increase
in net loss available to common shareholders was primarily attributable to an
extraordinary charge for the early extinguishment of debt of $.15 per share,
related to the secured debt refinancing activity completed during the quarter
(see discussion under "Financing Activities") offset by a $.05 per share
decrease in interest expense. For the comparable period in 2001, the net loss
available to common shareholders reflects the impact of a $5.4 million or $.05
per share non-recurring charge related to organizational restructuring and
related costs. Before the effect of extraordinary and non-recurring charges, net
income available to common shareholders for the three months ended March 31,
2002 was $7.5 million or $.07 per share compared to $2.3 million or $.02 per
share for the comparable period in 2001.
Apartment Community Operations
United Dominion's net income is primarily generated from the operations of
its apartment communities. The following table summarizes the operating
performance of United Dominion's total apartment portfolio for each of the
periods presented (dollars in thousands):
Three Months Ended
March 31,
------------------------------
2002 2001 % Change
------------------------------
Property rental income $158,698 $155,262 2.2%
Property rental expense* (58,751) (58,347) 0.7%
-------- -------- ---
Property operating income $ 99,947 $ 96,915 3.1%
======== ======== ===
Weighted average number of homes 77,741 77,011 0.9%
Physical occupancy 93.5% 93.6% -0.1%
* Excludes depreciation, amortization and property management expenses.
The increase in property operating income provided by the same communities,
development communities and acquisition communities since March 31, 2001, was
partially offset by the loss of property operating income due to the disposition
of 1,990 apartment homes during 2001. For the first quarter 2002, the weighted
average number of apartment homes increased 0.9% from the three month period
ended March 31, 2001 to the three month period ended March 31, 2002.
Same Communities
United Dominion's same communities (those communities acquired, developed
or stabilized prior to January 1, 2001 and held on January 1, 2002 which
consisted of 71,968 apartment homes for the three month period) provided 93% of
the Company's property operating income for the three months ended March 31,
2002.
For the first quarter of 2002, property operating income for the same
communities increased 2.8% or $2.5 million compared to the same period in 2001.
The growth in property operating income resulted from a $2.5 million or 1.7%
increase in property rental income over the same period in the prior year. The
increase was driven by a $3.5 million or 2.3% increase in rental rates that were
partially offset by higher concessions and an increase in vacancy loss. During
this same period, property operating expenses at these same communities remained
flat.
21
As a result of the percentage changes in property rental income and
property operating expenses, the operating margin (property operating income
divided by property rental income) increased 0.6% to 63.2%.
Non-Mature Communities
The remaining 7% of United Dominion's property operating income during the
first quarter of 2002 was generated from its non-mature communities (those
communities acquired or developed during 2001 and 2002 and those properties
classified in held for disposition). United Dominion's development communities,
which included 1,634 apartment homes constructed since January 1, 2001, provided
an additional $1.4 million of property operating income for the three months
ended March 31, 2002. In addition, the seven communities with 1,954 apartment
homes acquired by United Dominion during 2001 and 2002 provided an additional
$2.3 million of property operating income for the three month period. The nine
communities with 2,366 apartment homes classified as real estate held for
disposition provided an additional $2.5 million of property operating income for
the three months ended March 31, 2002.
Interest Expense
During the first quarter of 2002, interest expense decreased $4.8 million
from the corresponding period in 2001 primarily due to decreasing interest rates
that were partially offset by the overall increase in the weighted average level
of debt outstanding. For the quarter ended March 31, 2002, the weighted average
amount of debt outstanding increased 10.4% or $200.0 million when compared to
the same period in the prior year and the weighted average interest rate
decreased from 7.4% for the three months ended March 31, 2001 to 5.9% in 2002.
The weighted average amount of debt employed during 2002 is higher as United
Dominion borrowed additional funds under the Company's Fannie Mae and Freddie
Mac credit facilities, the proceeds of which were primarily used to refinance
secured loans. The decrease in the average interest rate during 2002 reflects
the ability of the Company to take advantage of declining interest rates through
refinancing and the utilization of variable rate debt.
Impairment Loss on Real Estate
The Company is diligently pursuing its strategy of exiting markets where
long-term growth prospects are limited and the redeployment of capital would
enhance future growth rates and economies of scale. During the quarter, United
Dominion placed nine assets, with an aggregate book value of $89.3 million,
under contract of sale and reclassified them as "Real estate held for
disposition." These sales will close in the second quarter of 2002 and will
result in the withdrawal from the Markets of Naples, Florida, Tucson, Arizona,
Las Vegas, Nevada and substantially all of Memphis, Tennessee. Although United
Dominion anticipates that these sales will result in an aggregate net gain,
certain of these assets are contracted at net selling prices below their net
book values at March 31, 2002. As a result, the Company recorded an aggregate
$2.3 million impairment loss during the first quarter for the write-down of a
portfolio of five apartment communities in Memphis, Tennessee.
General and Administrative
For the three months ended March 31, 2002, general and administrative
expenses increased $2.7 million or 60.8% over 2001. The increase was primarily
due to an increase in incentive compensation expense and a provision made for
the pending buyout of certain long-term security monitoring contracts that the
Company currently has on approximately 25% of its portfolio.
Gains on Sales of Investments
For the three months ended March 31, 2002, United Dominion recognized gains
for financial reporting purposes of $1.2 million compared to $4.1 million for
the comparable periods last year. Changes in the level of gains recognized from
period to period reflect the changing level of United Dominion's divestiture
activity from period to period as well as the extent of gains related to
specific properties sold.
Inflation
United Dominion believes that the direct effects of inflation on the
Company's operations have been inconsequential. Substantially all of the
Company's leases are for a term of one year or less which generally minimizes
United Dominion's risk from the adverse effects of inflation.
Factors Affecting Our Business and Prospects
There are many factors that affect our business and the results of our
operations, some of which are beyond our control. These factors include:
. Unfavorable changes in apartment market and economic conditions that
could adversely affect occupancy levels and rental rates.
. The failure of acquisitions to achieve anticipated results.
. Possible difficulty in selling apartment communities.
. Competitive factors that may limit our ability to lease apartment homes
or increase or maintain rents.
. Insufficient cash flow that could affect our debt financing and create
refinancing risk.
. Failure to generate sufficient revenue, which could impair our debt
service payments and distributions to shareholders.
. Development and construction risks that may impact our profitability.
. Our failure to succeed in new markets.
. Changing interest rates, which could increase interests costs and affect
the market price of our securities.
. Potential liability for environmental contamination, which could result
in substantial costs.
. Certain tax risks if we fail to qualify as a REIT in any taxable year.
For a discussion of these and other factors affecting our business and
prospects, see "Item 1. - Business--Factors Affecting Our Business and
Prospects" in our Annual Report on Form 10-K for the year ended
December 31, 2001.
22
Item 3. QUANTITATIVE AND QUALITATIVE DISCLOSURE ABOUT MARKET RISK
- -----------------------------------------------------------------
United Dominion is exposed to interest rate changes associated with the
Company's unsecured credit facility and other variable rate debt as well as
refinancing risk on the Company's fixed rate debt. United Dominion's involvement
with derivative financial instruments is limited and the Company does not expect
to use them for trading or other speculative purposes. United Dominion uses
derivative instruments to manage the Company's exposure to interest rates.
See United Dominion's Form 10-K for the year ended December 31, 2001 "Item
7A Qualitative and Quantitative Disclosures About Market Risk" for a more
complete discussion of our interest rate sensitive assets and liabilities. As of
March 31, 2002, United Dominion's market risk has not changed materially from
the amounts reported on the Form 10-K for the year ended December 31, 2001.
23
PART II
Item 1. LEGAL PROCEEDINGS
- -------------------------
United Dominion and its subsidiaries are engaged in various litigations and
have a number of unresolved claims pending. The ultimate liability in respect of
such litigations and claims cannot be determined at this time. United Dominion
is of the opinion that such liability, to the extent not provided for through
insurance or otherwise, is not likely to be material in relation to the
consolidated financial statements of United Dominion.
Item 6. EXHIBITS AND REPORTS ON FORM 8-K
- ----------------------------------------
(a) The exhibits listed on the accompanying index to exhibits are filed as part
of this quarterly report.
(b) Reports on Form 8-K
We filed the following Current Reports on Form 8-K during the quarter ended
March 31, 2002. The information provided under Item 9. Regulation FD Disclosure
is not deemed to be "filed" for purposes of Section 18 of the Securities
Exchange Act of 1934.
Current Report on Form 8-K dated January 4, 2002, filed with the Securities
and Exchange Commission on January 4, 2002, under Item 5. Other Events.
Current Report on Form 8-K dated January 15, 2002, filed with the
Securities and Exchange Commission on January 16, 2002, under Item 5. Other
Events.
Current Report on Form 8-K dated January 18, 2002, filed with the
Securities and Exchange Commission on January 22, 2002, under Item 5. Other
Events.
Current Report on Form 8-K dated February 27, 2002, filed with the
Securities and Exchange Commission on March 6, 2002, under Item 7.
Financial Statements, Pro Forma Financial Information and Exhibits, and
Item 9. Regulation FD Disclosure.
Current Report on Form 8-K dated February 4, 2002, filed with the
Securities and Exchange Commission on March 15, 2002, under Item 5. Other
Events.
Current Report on Form 8-K dated March 19, 2002, filed with the Securities
and Exchange Commission on March 19, 2002, under Item 5. Other Events and
under Item 7. Financial Statements, Pro Forma Financial Information and
Exhibits.
24
EXHIBIT INDEX
Item 6 (a)
The exhibits listed below are filed as part of this Report. References
under the caption Location to exhibits, forms, or other filings indicate that
the form or other filing has been filed, that the indexed exhibit and the
exhibit referred to are the same and that the exhibit referred to is
incorporated by reference.
Exhibit Description Location
- ------- ----------- --------
4(ii)(i) Credit Agreement dated as of Filed herewith.
February 26, 2002, between the
Company and certain subsidiaries
and GMAC Commercial Mortgage
Corporation, as Lender.
12 Computation of Ratio of Earnings Filed herewith.
to Fixed Charges.
25
SIGNATURES
Pursuant to the requirements of Section 13 or 15 (d) of the Securities Exchange
Act of 1934, the registrant has duly caused this Quarterly Report to be signed
on its behalf by the undersigned, thereunto duly authorized.
United Dominion Realty Trust, Inc.
- ----------------------------------
(registrant)
Date: May 14, 2002 /s/ Christopher D. Genry
- ----------------------- ---------------------------------
Christopher D. Genry
Executive Vice President and
Chief Financial Officer
Date: May 14, 2002 /s/ Scott A. Shanaberger
- ----------------------- ---------------------------------
Scott A. Shanaberger
Senior Vice President and
Chief Accounting Officer
26