Form 8-K/A
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, DC 20549
AMENDMENT TO APPLICATION OR REPORT
Filed Pursuant to Section 12, 13 or 15(d) of
THE SECURITIES EXCHANGE ACT OF 1934
United Dominion Realty Trust, Inc.
(Exact name of registrant as specified in its charter)
AMENDMENT NO. 1
The undersigned registrant hereby amends its Current Report on Form 8-K
dated April 15, 1994 by adding the Historical Summary of Revenues and Certain
Rental Expenses, the Estimates of Net Income and Funds Generated and the Pro
Forma Condensed Financial Statements (Unaudited) and the Notes thereto, as set
forth on the pages attached hereto.
Item 7. Financial Statements, Pro Forma Financial Information and Exhibits.
(a) Financial Statements of Real Estate Properties Acquired
(b) Pro Forma Financial Information
(c) Exhibits
(23) Consents of experts
SIGNATURES
Pursuant to the requirements of the Securities Exchange Act of 1934, the
registrant has duly caused this Amendment to be signed on its behalf by the
undersigned, thereunto duly authorized.
UNITED DOMINION REALTY TRUST, INC.
(Registrant)
/s/ Jerry A. Davis
Jerry A. Davis
Vice President
Corporate Controller
Date: June 7, 1994
Independent Auditors' Report
To the Owners of
The Shire Apartments
We have audited the accompanying statement of rental operations
(as defined in Note 2) of The Shire Apartments for the year
ended December 31, 1993. This financial statement is the
responsibility of the management of The Shire Apartments. Our
responsibility is to express an opinion on this statement based
on our audit.
We conducted our audit in accordance with generally accepted
auditing standards. Those standards require that we plan and
perform the audit to obtain reasonable assurance about whether
the financial statements are free of material misstatement. An
audit includes examining, on a test basis, evidence supporting
the amounts and disclosures in the financial statements. An
audit also includes assessing the accounting principles used and
significant estimates made by management, as well as evaluating
the overall financial statement presentation. We believe that
our audit provides a reasonable basis for our opinion.
The statement was prepared for the purpose of complying with the
rules and regulations of the Securities and Exchange Commission
(for inclusion in a Current Report on Form 8-K of United
Dominion Realty Trust, Inc.), as described in Note 4, and is not
intended to be a complete presentation of The Shire Apartments
revenues and expenses.
In our opinion, the statement referred to above presents fairly,
in all material respects, the income and operating expenses, as
described in Note 2, of The Shire Apartments for the year ended
December 31, 1993, in conformity with generally accepted
accounting principles.
/s/ L.P. Martin & Company, P.C.
L. P. Martin & Company, P.C.
Certified Public Accountants
May 12, 1994
THE SHIRE APARTMENTS
STATEMENT OF RENTAL OPERATIONS
YEAR ENDED DECEMBER 31, 1993
REVENUES FROM RENTAL PROPERTY $2,057,845
RENTAL PROPERTY EXPENSES:
Real Estate Taxes 143,061
Repairs and Maintenance 208,792
Utilities 45,281
Property Management Fees (Note 3) 92,815
Other Operating Expenses 250,905
TOTAL RENTAL PROPERTY EXPENSES 740,854
INCOME FROM RENTAL OPERATIONS $1,316,991
The accompanying notes are an integral part of this statement.
THE SHIRE APARTMENTS
NOTES TO THE STATEMENT OF RENTAL OPERATIONS
YEAR ENDED DECEMBER 31, 1993
NOTE 1 - BASIS OF PRESENTATION
The Shire Apartments (The Property) consists of a 302 unit
garden style and townhouse residential apartment community
located in Raleigh, North Carolina, together with the existing
leases. The assets that comprise the Property have been held as
an investment of The Shire Company Limited Partnership and Shire
II Associates Limited Partnership, North Carolina limited
partnerships (the owners), throughout the year ended December
31, 1993. The accompanying financial statement presents the
results of rental operations of the Property as a stand-alone
entity.
NOTE 2 - SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES
Revenue and Expense Recognition
The accompanying statement of rental operations has been
prepared using the accrual method of accounting. Certain
expenses such as depreciation, amortization, income taxes,
mortgage interest expense and asset management fees are not
reflected in the statement of rental operations, as required by
Rule 3-14 of Regulation S-X of the Securities and Exchange
Commission.
Repairs and Maintenance
Repairs and maintenance costs are expensed as incurred, while
significant improvements, renovations and replacements are
capitalized.
NOTE 3 - PROPERTY MANAGEMENT FEES
Property management services were provided through Drucker &
Falk, an affiliate of the owners of the property. Fees for
such services ranged between 4% and 5% of gross receipts from
operations, as defined in the property management agreement.
NOTE 4 - SALE OF PROPERTY
The property was sold to United Dominion Realty Trust, Inc. on
March 4, 1994. This statement of rental operations has been
prepared to be included in a Current Report on Form 8-K to be
filed by United Dominion Realty Trust, Inc.
Independent Auditors' Report
To the Owners of
Lakewood Place Apartments
We have audited the accompanying statement of rental operations
(as defined in Note 2) of Lakewood Place Apartments for the year
ended December 31, 1993. This financial statement is the
responsibility of the management of Lakewood Place Apartments.
Our responsibility is to express an opinion on this statement
based on our audit.
We conducted our audit in accordance with generally accepted
auditing standards. Those standards require that we plan and
perform the audit to obtain reasonable assurance about whether
the financial statements are free of material misstatement. An
audit includes examining, on a test basis, evidence supporting
the amounts and disclosures in the financial statements. An
audit also includes assessing the accounting principles used and
significant estimates made by management, as well as evaluating
the overall financial statement presentation. We believe that
our audit provides a reasonable basis for our opinion.
The statement was prepared for the purpose of complying with the
rules and regulations of the Securities and Exchange Commission
(for inclusion in a Current Report on Form 8-K of United
Dominion Realty Trust, Inc.), as described in Note 4, and is not
intended to be a complete presentation of Lakewood Place
Apartments revenues and expenses.
In our opinion, the statement referred to above presents fairly,
in all material respects, the income and operating expenses, as
described in Note 2, of Lakewood Place Apartments for the year
ended December 31, 1993, in conformity with generally accepted
accounting principles.
/s/ L.P. Martin & Company, P.C.
L. P. Martin & Company, P.C.
Certified Public Accountants
May 13, 1994
LAKEWOOD PLACE APARTMENTS
STATEMENT OF RENTAL OPERATIONS
YEAR ENDED DECEMBER 31, 1993
REVENUES FROM RENTAL PROPERTY $ 1,847,538
RENTAL PROPERTY EXPENSES:
Real Estate Taxes 164,452
Repairs and Maintenance 316,624
Utilities 153,610
Property Management Fees (Note 3) 74,222
Other Operating Expenses 200,968
TOTAL RENTAL PROPERTY EXPENSES 909,876
INCOME FROM RENTAL OPERATIONS $ 937,662
The accompanying notes are an integral part of this statement.
LAKEWOOD PLACE APARTMENTS
NOTES TO THE STATEMENT OF RENTAL OPERATIONS
YEAR ENDED DECEMBER 31, 1993
NOTE 1 - BASIS OF PRESENTATION
Lakewood Place Apartments (The Property) consists of a 346 unit
garden style residential apartment community located in Tampa,
Florida together with the existing leases. The assets that
comprise the Property have been held as an investment of
Lakewood Partners, Ltd., a Florida limited partnership (the
owner), throughout the year ended December 31, 1993. The
accompanying financial statement presents the results of rental
operations of the Property as a stand-alone entity.
NOTE 2 - SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES
Revenue and Expense Recognition
The accompanying statement of rental operations has been
prepared using the accrual method of accounting. Certain
expenses such as depreciation, amortization, income taxes,
mortgage interest expense and asset management fees are not
reflected in the statement of rental operations, as required by
Rule 3-14 of Regulation S-X of the Securities and Exchange
Commission.
Repairs and Maintenance
Repairs and maintenance costs are expensed as incurred, while
significant improvements, renovations and replacements are
capitalized.
NOTE 3 - PROPERTY MANAGEMENT FEES
Property management services were provided through FRM
Properties Inc., an affiliate of the owner of the property.
Fees for such services were 4% of gross receipts from
operations, as defined in the property management agreement.
NOTE 4 - SALE OF PROPERTY
The property was sold to United Dominion Realty Trust, Inc. on
March 10, 1994. This statement of rental operations has been
prepared to be included in a Current Report on Form 8-K to be
filed by United Dominion Realty Trust, Inc.
Independent Auditors' Report
To the Owners of
River Place Apartments
We have audited the accompanying statement of rental operations
(as defined in Note 2) of River Place Apartments for the year
ended December 31, 1993. This financial statement is the
responsibility of the management of River Place Apartments. Our
responsibility is to express an opinion on this statement based
on our audit.
We conducted our audit in accordance with generally accepted
auditing standards. Those standards require that we plan and
perform the audit to obtain reasonable assurance about whether
the financial statements are free of material misstatement. An
audit includes examining, on a test basis, evidence supporting
the amounts and disclosures in the financial statements. An
audit also includes assessing the accounting principles used and
significant estimates made by management, as well as evaluating
the overall financial statement presentation. We believe that
our audit provides a reasonable basis for our opinion.
The statement was prepared for the purpose of complying with the
rules and regulations of the Securities and Exchange Commission
(for inclusion in a Current Report on Form 8-K of United
Dominion Realty Trust, Inc.), as described in Note 4, and is not
intended to be a complete presentation of River Place Apartments
revenues and expenses.
In our opinion, the statement referred to above presents fairly,
in all material respects, the income and operating expenses, as
described in Note 2, of River Place Apartments for the year
ended December 31, 1993, in conformity with generally accepted
accounting principles.
/s/ L.P. Martin & Company, P.C.
L. P. Martin & Company, P.C.
Certified Public Accountants
May 24, 1994
RIVER PLACE APARTMENTS
STATEMENT OF RENTAL OPERATIONS
YEAR ENDED DECEMBER 31, 1993
REVENUES FROM RENTAL PROPERTY $ 1,419,832
RENTAL PROPERTY EXPENSES:
Real Estate Taxes 96,667
Repairs and Maintenance 167,107
Utilities 70,056
Property Management Fees (Note 3) 70,714
Other Operating Expenses 239,505
TOTAL RENTAL PROPERTY EXPENSES 644,049
INCOME FROM RENTAL OPERATIONS $ 775,783
The accompanying notes are an integral part of this statement.
RIVER PLACE APARTMENTS
NOTES TO THE STATEMENT OF RENTAL OPERATIONS
YEAR ENDED DECEMBER 31, 1993
NOTE 1 - BASIS OF PRESENTATION
River Place Apartments (The Property) consists of a 240 unit
garden style residential apartment community located in Macon,
Georgia, together with the existing leases. The assets that
comprise the Property have been held as an investment of
Pinnacle Partners I, Inc., a Georgia corporation (the owner).
The accompanying financial statement presents the results of
rental operations of the Property as a stand-alone entity.
NOTE 2 - SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES
Revenue and Expense Recognition
The accompanying statement of rental operations has been
prepared using the accrual method of accounting. Certain
expenses such as depreciation, amortization, income taxes,
mortgage interest expense and asset management fees are not
reflected in the statement of rental operations, as required by
Rule 3-14 of Regulation S-X of the Securities and Exchange
Commission.
Repairs and Maintenance
Repairs and maintenance costs are expensed as incurred, while
significant improvements, renovations and replacements are
capitalized.
NOTE 3 - PROPERTY MANAGEMENT FEES
Property management services were provided through Pinnacle
Equities Group, Inc., an affiliate of the owner of the property.
Fees for such services were 5% of gross receipts from
operations, as defined in the property management agreement.
NOTE 4 - SALE OF PROPERTY
The property was sold to United Dominion Realty Trust, Inc. on
April 8, 1994. This statement of rental operations has been
prepared to be included in a Current Report on Form 8-K to be
filed by United Dominion Realty Trust, Inc.
Independent Auditors' Report
To the Owners of
Lakeside North Apartments
We have audited the accompanying statement of rental operations
(as defined in Note 2) of Lakeside North Apartments for the
year ended December 31, 1993. This financial statement is the
responsibility of the management of Lakeside North Apartments.
Our responsibility is to express an opinion on this statement
based on our audit.
We conducted our audit in accordance with generally accepted
auditing standards. Those standards require that we plan and
perform the audit to obtain reasonable assurance about whether
the financial statements are free of material misstatement. An
audit includes examining, on a test basis, evidence supporting
the amounts and disclosures in the financial statements. An
audit also includes assessing the accounting principles used and
significant estimates made by management, as well as evaluating
the overall financial statement presentation. We believe that
our audit provides a reasonable basis for our opinion.
The statement was prepared for the purpose of complying with the
rules and regulations of the Securities and Exchange Commission
(for inclusion in a Current Report on Form 8-K of United
Dominion Realty Trust, Inc.), as described in Note 4, and is not
intended to be a complete presentation of Lakeside North
Apartments revenues and expenses.
In our opinion, the statement referred to above presents fairly,
in all material respects, the income and operating expenses, as
described in Note 2, of Lakeside North Apartments for the year
ended December 31, 1993, in conformity with generally accepted
accounting principles.
/s/ L.P. Martin & Company, P.C.
L. P. Martin & Company, P.C.
Certified Public Accountants
May 24, 1994
LAKESIDE NORTH APARTMENTS
STATEMENT OF RENTAL OPERATIONS
YEAR ENDED DECEMBER 31, 1993
REVENUES FROM RENTAL PROPERTY $ 1,718,541
RENTAL PROPERTY EXPENSES:
Real Estate Taxes 196,729
Repairs and Maintenance 291,549
Utilities 137,495
Property Management Fees (Note 3) 70,938
Other Operating Expenses 220,168
TOTAL RENTAL PROPERTY EXPENSES 916,879
INCOME FROM RENTAL OPERATIONS $ 801,662
The accompanying notes are an integral part of this statement.
LAKESIDE NORTH APARTMENTS
NOTES TO THE STATEMENT OF RENTAL OPERATIONS
YEAR ENDED DECEMBER 31, 1993
NOTE 1 - BASIS OF PRESENTATION
Lakeside North Apartments (The Property) consists of a 360 unit
garden style residential apartment community located in the
Altamont Springs suburb of Orlando, Florida, together with the
existing leases. The assets that comprise the Property have been
held as an investment of Tenn-Fla Partners, a Tennessee general
partnership (the owner), throughout the year ended December 31,
1993. The accompanying financial statement presents the results
of rental operations of the Property as a stand-alone entity.
NOTE 2 - SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES
Revenue and Expense Recognition
The accompanying statement of rental operations has been
prepared using the accrual method of accounting. Certain
expenses such as depreciation, amortization, income taxes,
mortgage interest expense and asset management fees are not
reflected in the statement of rental operations, as required by
Rule 3-14 of Regulation S-X of the Securities and Exchange
Commission.
Repairs and Maintenance
Repairs and maintenance costs are expensed as incurred, while
significant improvements, renovations and replacements are
capitalized.
NOTE 3 - PROPERTY MANAGEMENT FEES
Property management services were provided through Ghertner &
Company and Coleman Management, Inc. Fees for such services
were 4% of gross receipts from operations, as defined in the
property management agreement.
NOTE 4 - SALE OF PROPERTY
The property was sold to United Dominion Realty Trust, Inc. on
April 14, 1994. This statement of rental operations has been
prepared to be included in a Current Report on Form 8-K to be
filed by United Dominion Realty Trust, Inc.
UNITED DOMINION REALTY TRUST, INC.
CERTAIN PROPERTY ACQUIRED
SUMMARY OF REVENUES AND CERTAIN RENTAL EXPENSES
FOR THE YEAR ENDED DECEMBER 31, 1993
Rental income $7,043,756
Rental expenses (excluding
depreciation):
Utilities $406,442
Repairs and maintenance 984,072
Real estate taxes 600,909
Property management 308,689
Other rental expenses 911,546 3,211,658
Excess of revenues over certain
rental expenses $3,832,098
CERTAIN PROPERTY ACQUIRED
SUMMARY OF REVENUES AND CERTAIN RENTAL EXPENSES
FOR THE THREE MONTHS ENDED MARCH 31, 1994
Rental income $1,543,663
Rental expenses (excluding
depreciation):
Utilities $ 80,466
Repairs and maintenance 239,777
Real estate taxes 121,236
Property management 70,280
Other rental expenses 186,813 698,572
Excess of revenues over certain
rental expenses $ 845,091
The combined summaries of revenues and certain rental expenses reflect
the combined operations of The Shire Apartments, Lakewood Place Apartments,
River Place Apartments, and Lakeside North Apartments (the "properties") for
the year ended December 31, 1993 based upon the audited combined statements
of rental operations of the properties appearing elsewhere herein and for the
three month period ended March 31, 1994 based upon the unaudited combined
statements of rental operations of the properties through the date on which
they were acquired. During 1993 and a portion of 1994, the properties were
owned and operated by entities other than United Dominion Realty Trust (the
"Trust").
The summary has been prepared on the accrual method of accounting.
Rental expenses include repair and maintenance expenses, utilities, real
estate taxes, insurance and certain other expenses. In accordance with the
regulations of the Securities and Exchange Commission, mortgage interest
expenses, depreciation, and general and administrative costs have been
excluded from operating expenses, as they are dependent upon a particular
owner, purchase price or financial arrangement.
In assessing the properties, management considered the existing and
potential tenant base, expected job growth in the area, occupancy rates, the
competitive nature of the market and comparative rental rates. Furthermore,
current and anticipated maintenance and repair costs, real estate taxes and
anticipated capital improvements were assessed.
UNITED DOMINION REALTY TRUST, INC.
PRO FORMA CONDENSED FINANCIAL STATEMENTS (UNAUDITED)
The following pro forma balance sheet at March 31, 1994 gives effect to
the acquisition by the Trust of two apartment complexes purchased between
April 8, 1994 and April 14, 1994 as if those transactions were consummated on
or before March 31, 1994. The Shire Apartments and Lakewood Place Apartments
were purchased on March 4, 1994 and March 10, 1994, respectively, and therefore,
are included in the Trust's historical March 31, 1994 balance sheet. River Place
Apartments, in Macon, Georgia was acquired from Pinnacle Partners I, Inc., a
Georgia corporation. Lakeside North Apartments, in Altamonte Springs, Florida,
was purchased from TENN-FLA Partners, a Tennessee general partnership.
UNITED DOMINION REALTY TRUST, INC.
PRO FORMA BALANCE SHEET (UNAUDITED)
MARCH 31, 1994
(In thousands, except share data)
PRO FORMA
HISTORICAL ADJUSTMENTS PRO FORMA
ASSETS
Real estate owned, at cost:
Apartments $532,227 $21,198 (1) $553,425
Shopping centers 74,450 74,450
Office and industrial buildings 4,593 4,593
611,270 21,198 632,468
Less accumulated depreciation 97,150 97,150
514,120 21,198 535,318
Cash and cash equivalents 10,489 10,489
Other assets 10,993 10,993
$535,602 $21,198 $556,800
LIABILITIES AND SHAREHOLDERS' EQUITY
Mortgage notes payable $72,660 $ -- $72,660
Notes payable 188,101 21,198 (1) 209,299
Accounts payable, accrued expenses
and other liabilities 10,631 10,631
Distributions payable to shareholders 8,130 8,130
279,522 21,198 300,720
Shareholders' equity:
Common stock, $1 par value
60,000,000 shares authorized,
41,703,785 shares issued and outstanding 41,704 41,704
Additional paid-in capital 302,981 302,981
Notes receivable from officer shareholders (4,096) (4,096)
Distributions in excess of net income (84,509) (84,509)
Total shareholders' equity 256,080 256,080
$535,602 $21,198 $556,800
UNITED DOMINION REALTY TRUST, INC.
PRO FORMA CONDENSED STATEMENT OF OPERATIONS (UNAUDITED)
TWELVE MONTHS ENDED DECEMBER 31, 1993
(In thousands, except per share data)
ACQUISITIONS
PREVIOUSLY
REPORTED ON
FORM 8-K DATED PRO FORMA
HISTORICAL APRIL 15, 1994 ADJUSTMENTS PRO FORMA
Income
Property operations:
Rental revenues $89,084 $7,044(2) $96,128
Operating expenses 37,859 3,212(2) 41,071
Depreciation expense 19,764 1,280(4) 21,044
Income from property operations 31,461 3,832 (1,280) 34,013
Interest income 708 708
32,169 3,832 (1,280) 34,721
Expenses
Interest 16,938 1,871(3) 18,809
General and administrative 3,349 3,349
Other depreciation and amortization 596 596
20,883 1,871 22,754
Income before gains on sales of
investments and extraordinary items 11,286 3,832 (3,151) 11,967
Gains (losses) on sale
of investments (89) (89)
Net income $11,197 $3,832 $(3,151) $11,878
Earnings per share $ .29 $ .31
Average shares outstanding 38,202 38,202
UNITED DOMINION REALTY TRUST, INC.
PRO FORMA CONDENSED STATEMENT OF OPERATIONS (UNAUDITED)
THREE MONTHS ENDED MARCH 31, 1994
(In thousands, except per share data)
ACQUISITIONS
PREVIOUSLY
REPORTED
FORM 8-K DATED PRO FORMA
HISTORICAL APRIL 15, 1994 ADJUSTMENTS PRO FORMA
Income
Property operations:
Rental revenues $26,706 $1,544(2) $28,250
Operating expenses 11,385 699(2) 12,084
Depreciation expense 5,706 146(4) 5,852
Income from property operations 9,615 845 (146) 10,314
Interest income 114 114
9,729 845 (146) 10,428
Expenses
Interest 4,655 389(3) 5,044
General and administrative 1,474 1,474
Other depreciation and amortization 185 185
6,314 389 6,703
Net income $3,415 845 $(535) $3,725
Earnings per share $ .08 $ .09
Average shares outstanding 41,688 41,688
UNITED DOMINION REALTY TRUST, INC.
NOTES TO PRO FORMA CONDENSED FINANCIAL STATEMENTS (UNAUDITED)
1. To record the purchase of River Place Apartments and Lakeside Apartments
acquired after March 31, 1994, assuming that the acquisition was
financed with unsecured bank borrowings. The other two properties were
acquired prior to or on March 31, 1994 and are included in the Trust's
historical balance sheet.
2. To record historical results of the properties for the year ended
December 31, 1993 and the three months ended March 31, 1994 as if the
property had been owned throughout each period presented.
3. To record interest expense on bank debt used to finance the acquisitions
at assumed interest rates equal to market rates in effect at the time of
each respective acquisition.
4. To record depreciation based upon the allocation of the purchase price
depreciated over estimated useful lives between 15 and 35 years using
the straight line method.