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 October 14, 1994 by adding the Historical Summary of Revenues and Certain Rental Expenses, the Estimates of Net Income 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: December 29, 1994 (Letterhead of L.P. Martin & Company) Independent Auditors' Report To the Owners of Copperfield Apartments We have audited the accompanying statement of rental operations (as defined in Note 2) of Copperfield Apartments for the year ended December 31, 1993. This financial statement is the responsibility of the management of Copperfield 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 Copperfield 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 Copperfield 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 November 10, 1994 COPPERFIELD APARTMENTS STATEMENT OF RENTAL OPERATIONS YEAR ENDED DECEMBER 31, 1993 REVENUES FROM RENTAL PROPERTY $ 3,141,725 RENTAL PROPERTY EXPENSES: Real Estate Taxes 376,086 Repairs and Maintenance 411,301 Utilities 229,920 Property Management Fees 160,559 Other Operating Expenses 342,409 TOTAL RENTAL PROPERTY EXPENSES 1,520,275 INCOME FROM RENTAL OPERATIONS $ 1,621,450 The accompanying notes are an integral part of this statement. COPPERFIELD APARTMENTS NOTES TO THE STATEMENT OF RENTAL OPERATIONS YEAR ENDED DECEMBER 31, 1993 NOTE 1 - BASIS OF PRESENTATION Copperfield Apartments (The Property) consists of a 352 unit luxury garden style residential apartment community located in Coral Springs, Florida together with the existing leases. The assets that comprise the Property have been held as an investment of Copperfield Associates of Florida, a Florida 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 Holiday Management Associates, Inc., an affiliate of the owner of the property. Fees for such services were 5% of gross receipts from operations. NOTE 4 - SALE OF PROPERTY The property was sold to United Dominion Realty Trust, Inc. on September 21, 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. (Letterhead of L.P. Martin & Company) Independent Auditors' Report To the Owners of Mediterranean Village Apartments We have audited the accompanying statement of rental operations (as defined in Note 2) of Mediterranean Village Apartments for the year ended December 31, 1993. This financial statement is the responsibility of the management of Mediterranean Village 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 Mediterranean Village 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 Mediterranean Village 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 December 2, 1994 MEDITERRANEAN VILLAGE APARTMENTS STATEMENT OF RENTAL OPERATIONS YEAR ENDED DECEMBER 31, 1993 REVENUES FROM RENTAL PROPERTY $ 2,047,859 RENTAL PROPERTY EXPENSES: Real Estate Taxes 223,668 Repairs and Maintenance 138,053 Utilities 88,624 Property Management Fees (Note 3) 92,500 Other Operating Expenses 260,120 TOTAL RENTAL PROPERTY EXPENSES 802,965 INCOME FROM RENTAL OPERATIONS $ 1,244,894 The accompanying notes are an integral part of this statement. MEDITERRANEAN VILLAGE APARTMENTS NOTES TO THE STATEMENT OF RENTAL OPERATIONS YEAR ENDED DECEMBER 31, 1993 NOTE 1 - BASIS OF PRESENTATION Mediterranean Village Apartments (The Property) consists of a 252 unit garden style residential apartment community located in Miami, Florida together with the existing leases. The assets that comprise the Property have been held as an investment of 252 Associates, a joint venture of A.E. Residential, Inc., and N.S. Residential, Inc., Florida corporations (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 American Equity Centers, Inc., an affiliate of the owner of the property. Fees for such services were 4.5% of gross receipts from operations. NOTE 4 - SALE OF PROPERTY The property was sold to United Dominion Realty Trust, Inc. on September 30, 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. (Letterhead of L.P. Martin & Company) Independent Auditors' Report To the Owners of Briar Club Apartments We have audited the accompanying statement of rental operations (as defined in Note 2) of Briar Club Apartments for the year ended December 31, 1993. This financial statement is the responsibility of the management of Briar Club 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 Briar Club 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 Briar Club 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 December 9, 1994 BRIAR CLUB APARTMENTS STATEMENT OF RENTAL OPERATIONS YEAR ENDED DECEMBER 31, 1993 REVENUES FROM RENTAL PROPERTY $ 1,302,395 RENTAL PROPERTY EXPENSES: Real Estate Taxes 92,215 Repairs and Maintenance 167,274 Utilities 51,580 Property Management Fees (Note 3) 65,138 Other Operating Expenses 133,684 TOTAL RENTAL PROPERTY EXPENSES 509,891 INCOME FROM RENTAL OPERATIONS $ 792,504 The accompanying notes are an integral part of this statement. BRIAR CLUB APARTMENTS NOTES TO THE STATEMENT OF RENTAL OPERATIONS YEAR ENDED DECEMBER 31, 1993 NOTE 1 - BASIS OF PRESENTATION Briar Club Apartments (The Property) consists of a 272 unit garden style residential apartment community located in Memphis, Tennessee together with the existing leases. The assets that comprise the Property have been held as an investment of North South Briar Club Associates, a Tennessee 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 Tri-Star Management, Inc., an affiliate of the owner of the property. Fees for such services were 5% of gross receipts from operations. NOTE 4 - SALE OF PROPERTY The property was sold to United Dominion Realty Trust, Inc. on October 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. (Letterhead of L.P. Martin & Company) Independent Auditors' Report To the Owners of Covington Crossing Apartments We have audited the accompanying statement of rental operations (as defined in Note 2) of Covington Crossing Apartments for the year ended December 31, 1993. This financial statement is the responsibility of the management of Covington Crossing 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 Covington Crossing 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 Covington Crossing 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 December 9, 1994 COVINGTON CROSSING APARTMENTS STATEMENT OF RENTAL OPERATIONS YEAR ENDED DECEMBER 31, 1993 REVENUES FROM RENTAL PROPERTY $ 1,013,857 RENTAL PROPERTY EXPENSES: Real Estate Taxes 115,725 Repairs and Maintenance 181,919 Utilities 38,484 Property Management Fees (Note 3) 50,696 Other Operating Expenses 119,368 TOTAL RENTAL PROPERTY EXPENSES 506,192 INCOME FROM RENTAL OPERATIONS $ 507,665 The accompanying notes are an integral part of this statement. COVINGTON CROSSING APARTMENTS NOTES TO THE STATEMENT OF RENTAL OPERATIONS YEAR ENDED DECEMBER 31, 1993 NOTE 1 - BASIS OF PRESENTATION Covington Crossing Apartments (The Property) consists of a 231 unit garden and townhouse style residential apartment community located in Memphis, Tennessee together with the existing leases. The assets that comprise the Property have been held as an investment of P.L. Covington Associates, L.P., a Tennessee 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 Tri-Star Management, Inc., an affiliate of the owner of the property. Fees for such services were 5% of gross receipts from operations. NOTE 4 - SALE OF PROPERTY The property was sold to United Dominion Realty Trust, Inc. on October 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. (Letterhead of L.P. Martin & Company) Independent Auditors' Report To the Owners of Hunters Trace Apartments We have audited the accompanying statement of rental operations (as defined in Note 2) of Hunters Trace Apartments for the year ended December 31, 1993. This financial statement is the responsibility of the management of Hunters Trace 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 Hunters Trace 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 Hunters Trace 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 December 9, 1994 HUNTERS TRACE APARTMENTS STATEMENT OF RENTAL OPERATIONS YEAR ENDED DECEMBER 31, 1993 REVENUES FROM RENTAL PROPERTY $ 1,071,841 RENTAL PROPERTY EXPENSES: Real Estate Taxes 138,476 Repairs and Maintenance 119,845 Utilities 31,295 Property Management Fees (Note 3) 56,100 Other Operating Expenses 100,444 TOTAL RENTAL PROPERTY EXPENSES 446,160 INCOME FROM RENTAL OPERATIONS $ 625,681 The accompanying notes are an integral part of this statement. HUNTERS TRACE APARTMENTS NOTES TO THE STATEMENT OF RENTAL OPERATIONS YEAR ENDED DECEMBER 31, 1993 NOTE 1 - BASIS OF PRESENTATION Hunters Trace Apartments (The Property) consists of a 192 unit garden style residential apartment community located in Memphis, Tennessee together with the existing leases. The assets that comprise the Property have been held as an investment of North South Hunters Trace Associates, a Tennessee 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 Tri-Star Management, Inc., an affiliate of the owner of the property. Fees for such services were 5% of gross receipts from operations. NOTE 4 - SALE OF PROPERTY The property was sold to United Dominion Realty Trust, Inc. on October 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 PROPERTIES ACQUIRED COMBINED SUMMARY OF REVENUES AND CERTAIN RENTAL EXPENSES FOR THE YEAR ENDED DECEMBER 31, 1993 Rental income $8,577,677 Rental expenses (excluding depreciation): Utilities $ 439,903 Repairs and maintenance 1,018,392 Real estate taxes 946,170 Property management 424,993 Other rental expenses 956,025 3,785,483 Excess of revenues over certain rental expenses $4,792,194 CERTAIN PROPERTIES ACQUIRED COMBINED SUMMARY OF REVENUES AND CERTAIN RENTAL EXPENSES FOR THE NINE MONTHS ENDED SEPTEMBER 30, 1994 Rental income $6,267,845 Rental expenses (excluding depreciation): Utilities $305,486 Repairs 734,432 Real estate taxes 759,833 Property management 303,969 Other rental expenses 741,186 2,844,906 Excess of revenues over certain rental expenses $3,422,939 UNITED DOMINION REALTY TRUST, INC. NOTES TO COMBINED SUMMARIES OF REVENUES AND CERTAIN RENTAL EXPENSES The combined summaries of revenues and certain rental expenses reflect the operations of Copperfield Apartments, Mediterranean Village Apartments, Briar Club Apartments, Covington Crossing Apartments, and Hunters Trace Apartments (the "Properties") for the year ended December 31, 1993 based upon the audited statement of rental operations of the properties appearing elsewhere herein and for the nine month period ended September 30, 1994 based upon the unaudited combined statements of rental operations of the properties through the date on which it was acquired. During 1993 and a portion of 1994, the properties were owned and operated by an entity other than United Dominion Realty Trust (the "Trust"). The summaries have been prepared on the accrual method of accounting. Rental expenses include repair and maintenance expenses, utilities, real estate taxes, property management fees and certain other expenses. In accordance with the regulations of the Securities and Exchange Commission, mortgage interest expense, 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 September 30, 1994 gives effect to the acquisition by the Trust of three apartment complexes purchased on October 14, 1994 as if those transactions were consummated on or before September 30, 1994. Copperfield Apartments and Mediterranean Village Apartments were purchased prior to September 30, 1994, and therefore, are included in the Trust's historical September 30, 1994 balance sheet. Copperfield Apartments located in Coral Springs, Florida was purchased from Copperfield Associates, a Florida General Partnership on September 21, 1994. Mediterranean Village Apartments located in Miami Lakes, Florida was purchased from 252 Associates, an affiliate of the American Equity Group on September 30, 1994. Briar Club Apartments located in Memphis, Tennessee, was purchased from North South Briar Club Associates, a Tennessee Limited Partnership on October 14, 1994. Covington Crossing Apartments located in Memphis, Tennessee, was purchased from P. L. Covington Associates, L. P., a Tennessee Limited Partnership on October 14, 1994. Hunters Trace Apartments located in Memphis, Tennessee, was purchased from North South Hunters Trace Associates, a Tennessee Limited Partnership on October 14, 1994. The pro forma condensed statements of operations for the year ended December 31, 1993 and the nine months ended September 30, 1994 assume the acquisition of the properties as if they had occurred on January 1, 1993. The pro forma condensed financial statements have been prepared by the management of the Trust. The pro forma condensed financial statements of operations may not be indicative of the results that would have occurred had the acquisition been completed on the date indicated. Also, they necessarily are not indicative of future results. The pro forma condensed financial statements should be read in conjunction with the Trust's audited financial statements for the year ended December 31, 1993 (included in the Trust's Form 10-K for the year ended December 31, 1993) and the unaudited financial statements as of September 30, 1994 and the nine months then ended (included in the Trust's Form 10-Q for the period ended September 30, 1994 and accompanying notes). UNITED DOMINION REALTY TRUST, INC. PRO FORMA BALANCE SHEET September 30, 1994 (Unaudited) (In thousands, except share data) PRO FORMA PRO HISTORICAL ADJUSTMENTS (1) FORMA BALANCE SHEET Assets Real estate owned Apartments $865,803 $21,027 $886,830 Shopping centers 74,384 74,384 Office and Industrial 4,598 4,598 944,785 21,027 965,812 Less accumulated depreciation 111,387 111,387 833,398 21,027 854,425 Cash and cash equivalents 25,770 (15,057) 10,713 Other assets 12,689 12,689 $871,857 $5,970 $877,827 Liabilities and shareholders' equity Mortgage notes payable $126,219 $5,970 $132,189 Notes payable 356,195 356,195 Accounts payable, accrued expenses and other 13,046 13,046 Tenants' deposits and rents paid in advance 5,649 5,649 Distributions payable to shareholders 9,744 9,744 510,853 5,970 516,823 Shareholders' equity: Common stock, $1 par value; 100,000,000 shares authorized 50,210,440 shares issued and outstanding 50,210 50,210 Preferred stock, 25,000,000 shares authorized, no shares outstanding - - Additional paid in capital 408,976 408,976 Notes receivable from officer shareholders (4,089) (4,089) Distributions in excess of earnings (94,093) (94,093) Total shareholders equity 361,004 0 361,004 $871,857 $5,970 $877,827 UNITED DOMINION REALTY TRUST, INC. PRO FORMA STATEMENT OF OPERATIONS For The Year Ended December 31, 1993 (Unaudited) (In thousands of dollars, except per share data) ACQUISITIONS PREVIOUSLY REPORTED ON FORMS 8-K DATED APRIL 15, 1994, ACQUISITIONS PREVIOUS MAY 17, 1994, REPORTED ON PRO MAY 26, 1994 AND FORM 8-K DATED FORMA HISTORICAL SEPTEMBER 1, 1994 (2) OCTOBER 14, 1994 (3) ADJUSTMENTS STATEMENT OF OPERATIONS Income Property operations: Rental Income $89,084 $47,005 $8,578 Property expenses: Utilities 7,838 $3,551 440 Repairs & maintenance 13,950 $6,969 1,019 Real estate taxes 5,777 $3,542 946 Property management 2,782 $2,243 425 ($528)(4) Other operating expenses 7,512 $6,831 956 (554)(5) Depreciation of real estate owned 19,764 7,816 (6) 57,623 23,136 3,786 6,734 Income from property operations 31,461 23,869 4,792 (6,734) Interest income 708 32,169 23,869 4,792 (6,734) Expenses Interest 16,938 11,293 (6) General and administrative 3,349 Other depreciation and amortization 596 20,883 11,293 Income before gains (losses) on investments and extraordinary item 11,286 23,869 4,792 (18,027) Gains (losses) on sale of investments (89) Net income $11,197 $23,869 $4,792 ($18,027) Net income per share $0.29 Distributions declared per share $0.70 Weighted average number of shares outstanding 38,202 8,479 PRO FORMA PRO ADJUSTMENTS FORMA STATEMENT OF OPERATIONS Income Property operations: Rental Income $144,667 Property expenses: Utilities 11,829 Repairs & maintenance 21,938 Real estate taxes 10,265 Property management (131) (8) 4,791 Other operating expenses 14,745 Depreciation of real estate owned 1,551 (9) 29,131 1,420 92,699 Income from property operations (1,420) 51,968 Interest income 708 (1,420) 52,676 Expenses Interest 3,319 (11) 31,550 General and administrative 3,349 Other depreciation and amortization 596 3,319 35,495 Income before gains (losses) on investments and extraordinary item (4,739) 17,181 Gains (losses) on sale of investments (89) Net income (4,739) $17,092 Net income per share $0.37 Distributions declared per share $0.70 Weighted average number of shares outstanding 46,681 UNITED DOMINION REALTY TRUST, INC. PRO FORMA STATEMENT OF OPERATIONS For the Nine Months Ended September 30, 1994 (Unaudited) (In thousands of dollars, except per share data) ACQUISITIONS PREVIOUSLY REPORTED ON FORMS 8-K DATED APRIL 15, 1994, ACQUISITIONS MAY 17, 1994, REPORTED ON MAY 26, 1994 AND FORM 8-K DATED HISTORICAL SEPTEMBER 1, 1994 (2) OCTOBER 14, 1994 (3) STATEMENT OF OPERATIONS Income Property operations: Rental Income $95,905 $20,860 $6,268 Property expenses: Utilities 7,928 1,713 306 Repairs & maintenance 14,607 3,471 734 Real estate taxes 6,475 1,536 760 Property management 3,169 1,000 304 Other operating expenses 8,469 2,888 741 Depreciation of real estate owned 20,035 60,683 10,608 2,845 Income from property operations 35,222 10,252 3,423 Interest income 541 35,763 10,252 3,423 Expenses Interest 17,984 General and administrative 3,730 Other depreciation and amortization 571 22,285 0 0 Income before gains (losses) on investments and extraordinary item 13,478 10,252 3,423 Gains (losses) on sale of investments (20) Income before extraordinary item 13,458 10,252 3,423 Extraordinary item - early extinguishment of debt (89) Net income $13,369 $10,252 $3,423 Net income per share $0.30 Distributions declared per share $0.585 Weighted average number of shares outstanding 44,814 5,377 PREVIOUS PRO FORMA PRO FORMA PRO ADJUSTMENTS ADJUSTMENTS FORMA STATEMENT OF OPERATIONS Income Property operations: Rental Income $123,033 Property expenses: Utilities 9,947 Repairs & maintenance 18,812 Real estate taxes 8,771 Property management ($239)(4) (89) (8) 4,145 Other operating expenses (277)(5) 11,821 Depreciation of real estate owned 3,354 (6) 1,160 (9) 24,549 2,838 1,071 78,045 Income from property operations (2,838) (1,071) 44,988 Interest income (96)(7) (15)(10) 430 (2,934) (1,086) 45,418 Expenses Interest 5,218 (6) 2,431 (11) 25,633 General and administrative 3,730 Other depreciation and amortization 571 5,218 2,431 29,934 Income before gains (losses) on investments and extraordinary item (8,152) (3,517) 15,484 Gains (losses) on sale of investments (20) Income before extraordinary item (8,152) (3,517) 15,464 Extraordinary item - early extinguishment of debt (89) Net income ($8,152) ($3,517) $15,375 Net income per share $0.31 Distributions declared per share $0.585 Weighted average number of shares outstanding 50,191 UNITED DOMINION REALTY TRUST, INC. NOTES TO PRO FORMA CONDENSED FINANCIAL STATEMENTS (UNAUDITED) 1. To record the purchase of Briar Club Apartments, Covington Crossing Apartments and Hunters Trace Apartments, acquired after September 30, 1994 assuming that the acquisitions were financed with funds previously invested in short-term investments and through the assumption of tax- exempt bonds. Copperfield Apartments and Mediterranean Village Apartments were acquired prior to or on September 30, 1994 and are therefore included in the Trust's historical balance sheet. 2. Amounts appearing under the column entitled "Acquisitions Previously Reported on Forms 8-K dated April 15, 1994, May 17, 1994, May 26, 1994 and September 1, 1994" give effect to significant acquisitions that have been previously reported to the Securities and Exchange Commission by the Trust on Forms 8-K dated April 15, 1994, May 17, 1994, May 26, 1994 and September 1, 1994. 3. To record historical results of the properties for the year ended December 31, 1993 and the nine months ended September 30, 1994 as if the properties had been owned throughout each year. 4. To record the net decrease in property management fees for the acquisitions previously reported to the Securities and Exchange Commission on Form 8-K dated April 15, 1994, Form 8-K dated May 17, 1994 and Form 8-K, May 26, 1994. The Trust internally manages its apartment properties at a cost of approximately 3.5% of rental income. 5. To record the net decrease in insurance expense to reflect that the Trust insures its apartments for approximately $107 per unit less than the historical insurance expense of the Portfolio Acquisition previously reported to the Securities and Exchange Commission on Form 8-K dated May 26, 1994. 6. To record depreciation and interest expense on the acquisitions previously reported to the Securities and Exchange Commission on Form 8-K dated April 15, 1994, Form 8-K dated May 17, 1994, Form 8-K dated May 26, 1994 and Form 8-K dated September 1, 1994. 7. Reflects the reduction of interest income associated with the use of short-term investments to acquire the Portfolio Acquisition (as previously reported on Form 8-K dated May 26, 1994) and Regatta Shores Apartments (as previously reported on Form 8-K dated September 1, 1994) at assumed interest rates in effect at the time of the acquisition. 8. To record the net decrease in property management fees. The Trust internally manages its apartment properties at a cost of approximately 3.5% of rental income. 9. 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. 10. Reflects the reduction of interest income for four days associated with he use of short-term investments to acquire the properties at assumed interest rates in effect at the time of each respective acquisition. For the nine months ended September 30, 1994, such acquisitions consist of Mediterranean Village Apartments , Briar Club Apartments, Covington Crossing Apartments and Hunters Trace Apartments. 11. To record interest expense on bank debt and tax exempt bonds used to finance the acquisitions at assumed interest rates equal to market rates in effect at the time of each respective acquisition. (Letterhead of L.P. Martin & Company) CONSENT OF INDEPENDENT AUDITORS The Board of Directors United Dominion Realty Trust, Inc. We consent to the incorporation by reference in the previously filed Registration Statement Form S-3 No. 33-40433, Registration Statement Form S-3 No. 33-32930, Registration Statement Form S-8 No. 33-47926 and Registration Statement Form S-8 No. 33-48000 of United Dominion Realty Trust, Inc. of our report dated November 10, 1994, with respect to the statement of rental operations of Copperfield Apartments for the year ended December 31, 1993, included in this Form 8-K/A, Amendment to Application or Report on Form 8-K dated October 14, 1994. /s/ L.P. Martin & Company, P.C. L.P. Martin & Company, P.C. Certified Public Accountants December 19, 1994 (Letterhead of L.P. Martin & Company) CONSENT OF INDEPENDENT AUDITORS The Board of Directors United Dominion Realty Trust, Inc. We consent to the incorporation by reference in the previously filed Registration Statement Form S-3 No. 33-40433, Registration Statement Form S-3 No. 33-32930, Registration Statement Form S-8 No. 33-47926 and Registration Statement Form S-8 No. 33-48000 of United Dominion Realty Trust, Inc. of our report dated December 2, 1994, with respect to the statement of rental operations of Mediterranean Village Apartments for the year ended December 31, 1993, included in this Form 8-K/A, Amendment to Application or Report on Form 8-K dated October 14, 1994. /s/ L.P. Martin & Company, P.C. L.P. Martin & Company, P.C. Certified Public Accountants December 19, 1994 (Letterhead of L.P. Martin & Company) CONSENT OF INDEPENDENT AUDITORS The Board of Directors United Dominion Realty Trust, Inc. We consent to the incorporation by reference in the previously filed Registration Statement Form S-3 No. 33-40433, Registration Statement Form S-3 No. 33-32930, Registration Statement Form S-8 No. 33-47926 and Registration Statement Form S-8 No. 33-48000 of United Dominion Realty Trust, Inc. of our report dated December 9, 1994, with respect to the statement of rental operations of Briar Club Apartments for the year ended December 31, 1993, included in this Form 8-K/A, Amendment to Application or Report on Form 8-K dated October 14, 1994. /s/ L.P. Martin & Company, P.C. L.P. Martin & Company, P.C. Certified Public Accountants December 19, 1994 (Letterhead of L.P. Martin & Company) CONSENT OF INDEPENDENT AUDITORS The Board of Directors United Dominion Realty Trust, Inc. We consent to the incorporation by reference in the previously filed Registration Statement Form S-3 No. 33-40433, Registration Statement Form S-3 No. 33-32930, Registration Statement Form S-8 No. 33-47926 and Registration Statement Form S-8 No. 33-48000 of United Dominion Realty Trust, Inc. of our report dated December 9, 1994, with respect to the statement of rental operations of Covington Crossing Apartments for the year ended December 31, 1993, included in this Form 8-K/A, Amendment to Application or Report on Form 8-K dated October 14, 1994. /s/ L.P. Martin & Company, P.C. L.P. Martin & Company, P.C. Certified Public Accountants December 19, 1994 (Letterhead of L.P. Martin & Company) CONSENT OF INDEPENDENT AUDITORS The Board of Directors United Dominion Realty Trust, Inc. We consent to the incorporation by reference in the previously filed Registration Statement Form S-3 No. 33-40433, Registration Statement Form S-3 No. 33-32930, Registration Statement Form S-8 No. 33-47926 and Registration Statement Form S-8 No. 33-48000 of United Dominion Realty Trust, Inc. of our report dated December 9, 1994, with respect to the statement of rental operations of Hunters Trace Apartments for the year ended December 31, 1993, included in this Form 8-K/A, Amendment to Application or Report on Form 8-K dated October 14, 1994. /s/ L.P. Martin & Company, P.C. L.P. Martin & Company, P.C. Certified Public Accountants December 19, 1994