SECURITIES AND EXCHANGE COMMISSION
Washington, DC 20549
FORM 8-K
CURRENT REPORT PURSUANT TO SECTION 13 OR 15 (D) OF
THE SECURITIES EXCHANGE ACT OF 1934
Date of Report (Date of earliest event reported) January 31, 1996
UNITED DOMINION REALTY TRUST, INC.
(Exact name of registrant as specified in its charter)
Virginia 1-10524 54-0857512
(State or other jurisdiction of (Commission File Number) (I.R.S. Employer Identification No.)
Incorporation of organization)
10 South Sixth Street, Suite 203, Richmond, Virginia 23219-3802
(Address of principal executive offices)
Registrant's telephone number, including area code (804) 780-2691
NO CHANGE
(Former name or former address, if changed since last report)
ITEM 5. OTHER EVENTS
For the year ended December 31, 1994, United Dominion Realty Trust, Inc.
and its wholly owned subsidiaries acquired 47 apartment communities containing
11,433 units at a total cost of $409.3 million, including closing costs.
Unaudited pro forma results of operations for the year ended December 31, 1994
are included herein and such pro forma results assume (i) the acquisition of 41
apartment communities containing 9,749 units at a total cost of $350.3 million,
including closing costs and (ii) the acquisition of nine apartment communities
containing 1,572 units at a total cost of $65.7 million, at the beginning of the
period. For the nine months ended September 30, 1995, the United Dominion Realty
Trust, Inc. and its wholly owned subsidiaries acquired 17 apartment communities
containing 3,580 units at a total cost of $133.0 million, including closing
costs. Unaudited pro forma results of operations for the nine months ended
September 30, 1995 are included herein and such pro forma results assume the
acquisition of nine apartment communities containing 1,572 units at a total cost
of $65.7 million, at the beginning of the period.
The unaudited information is not necessarily indicative of what the
consolidated results of operations would have been for United Dominion Realty
Trust, Inc. If the acquisitions had occurred at the beginning of the period
presented. Additionally, the pro forma information does not purport to be
indicative of United Dominion Realty Trust, Inc.'s consolidated results of
operations for future periods.
ITEM 7. FINANCIAL STATEMENTS, PRO FORMA FINANCIAL INFORMATION AND EXHIBITS
Description Location
(b) Pro Forma Financial Information 4 through 7
UNITED DOMINION REALTY TRUST, INC.
PRO FORMA CONSOLIDATED STATEMENT OF OPERATIONS
FOR THE TWELVE MONTHS ENDED DECEMBER 31, 1994
(UNAUDITED)
(IN THOUSANDS OF DOLLARS, EXCEPT PER SHARE DATA)
ACQUISITIONS
PREVIOUSLY
REPORTED ON
FORMS 8-K DATED
APRIL 15, 1994,
MAY 17, 1994, 1994
MAY 26, 1994, ACQUISITIONS PRO FORMA
SEPTEMBER 1, 1994 AND PRO FORMA BEFORE 1995
HISTORICAL (1) OCTOBER 14, 1994 (2) ADJUSTMENTS ACQUISITIONS
Income
Property operations:
Rental Income $139,972 $27,128 $167,100
Property expenses:
Utilities 11,206 2,019 13,225
Repairs & maintenance 21,216 4,205 25,421
Real estate taxes 9,658 2,296 11,954
Property management 4,645 1,304 ($328)(3) 5,621
Other operating expenses 12,141 3,629 (277)(4) 15,493
Depreciation of real estate owned 28,729 4,514 (5) 33,243
87,595 13,453 3,909 104,957
Income from property operations 52,377 13,675 (3,909) 62,143
Interest income 756 (111)(6) 645
53,133 13,675 (4,020) 62,788
Expenses
Interest 28,521 7,649 (7) 36,170
General and administrative 4,803 4,803
Other depreciation and amortization 691 691
34,015 0 7,649 41,664
Income before gains (losses) on investments
and extraordinary item 19,118 13,675 (11,669) 21,124
Gains (losses) on sale of investments 108 108
Income before extraordinary item 19,226 13,675 (11,669) 21,232
Extraordinary item - early extinguishment of
debt (89) (89)
Net income 19,137 13,675 (11,669) 21,143
Dividends to preferred shareholders
Net income available to common shareholders $19,137 $13,675 ($11,669) $21,143
Net income per common share $0.41 $0.42
Distributions declared per common share $0.78 $0.78
Weighted average number of common shares outstanding 46,182 4,022 (10) 50,204
ACQUISITIONS
PREVIOUSLY 1995
REPORTED ON ACQUISITIONS
FORM 8-K DATED PRO FORMA PRO
JUNE 30, 1995 (2) ADJUSTMENTS FORMA
Income
Property operations:
Rental Income $11,095 $178,195
Property expenses:
Utilities 681 13,906
Repairs & maintenance 1,453 26,874
Real estate taxes 741 12,695
Property management 441 ($60)(3) 6,002
Other operating expenses 1,144 16,637
Depreciation of real estate owned 1,637 (5) 34,880
4,460 1,577 110,994
Income from property operations 6,635 (1,577) 67,201
Interest income 645
6,635 (1,577) 67,846
Expenses
Interest 36,170
General and administrative 4,803
Other depreciation and amortization 691
0 0 41,664
Income before gains (losses) on investments
and extraordinary item 6,635 (1,577) 26,182
Gains (losses) on sale of investments 108
Income before extraordinary item 6,635 (1,577) 26,290
Extraordinary item - early extinguishment of
debt (89)
Net income 6,635 (1,577) 26,201
Dividends to preferred shareholders 6,289 (8) 6,289
Net income available to common shareholders $6,635 ($7,866) $19,912
Net income per common share $0.52
Distributions declared per common share $0.78
Weighted average number of common shares outstanding 50,204
SEE ACCOMPANYING NOTES.
UNITED DOMINION REALTY TRUST, INC.
PRO FORMA CONSOLIDATED STATEMENT OF OPERATIONS
FOR THE NINE MONTHS ENDED SEPTEMBER 30, 1995
(UNAUDITED)
(IN THOUSANDS OF DOLLARS, EXCEPT PER SHARE DATA)
ACQUISITIONS
PREVIOUSLY
REPORTED ON
FORM 8-K DATED PRO FORMA PRO
HISTORICAL (1) JUNE 30, 1995 (2) ADJUSTMENTS (9) FORMA
Income
Property operations:
Rental Income $143,082 $2,849 $1,045 $146,976
Property expenses:
Utilities 10,627 174 64 10,865
Repairs & maintenance 22,493 268 98 22,859
Real estate taxes 10,115 184 67 10,366
Property management 4,153 113 (20)(3) 4,246
Other operating expenses 12,631 289 106 13,026
Depreciation of real estate owned 28,545 559 (5) 29,104
88,564 1,028 874 90,466
Income from property operations 54,518 1,821 171 56,510
Interest income 1,031 1,031
55,549 1,821 171 57,541
Expenses
Interest 30,563 30,563
General and administrative 3,771 3,771
Other depreciation and amortization 835 835
35,169 0 0 35,169
Income before gains on investments
and extraordinary item 20,380 1,821 171 22,372
Gains on sale of investments 4,844 4,844
Net income 25,224 1,821 171 27,216
Dividends to preferred shareholders 4,209 1,964 (8) 6,173
Net income available for common shareholders $21,015 $1,821 ($1,793) $21,043
Weighted average number of common shares outstanding 51,597 51,597
Net income per common share $0.41 $0.41
Distriburions declared per common share $0.675 $0.675
See accompanying notes.
UNITED DOMINION REALTY TRUST, INC.
NOTES TO PRO FORMA CONSOLIDATED STATEMENTS OF OPERATIONS
(UNAUDITED)
Basis of Presentation
The accompanying pro forma consolidated statements of operations assume the (i)
the acquisition of nine apartment communities previously reported on Form 8-K
dated June 30, 1995, and (ii) the acquisition of apartment communities
previously reported on Forms 8-K dated April 15, 1994, May 17, 1994, May 26,
1994, September 1, 1994 and October 14, 1994, at the beginning of each period
presented. On April 24, 1995, the Trust sold 4.2 million shares of 9 1/4%
Cumulative Redeemable Preferred Stock with a $25 liquidation preference value
("preferred stock"). Net proceeds from the sale of the preferred stock were used
to fund the acquisition of the High Portfolio ("Acquisitions Previously Reported
on Form 8-K Dated June 30, 1995") and to repay, in full, then existing bank
debt. Of the 4.2 million shares of preferred stock sold, 2.7 million shares were
used to acquire the High Portfolio. Therefore, such pro forma consolidated
statements of operations assume the issuance of 2.7 million shares of
preferred stock from the period January 1, 1995 to April 24, 1995 and on
January 1, 1994 for the twelve month period ended December 31, 1994.
Notes to Pro Forma Consolidated Statements of Operations
1. Represents the Trust's Historical Consolidated Statements of Operations
contained in its Quarterly Report on Form 10-Q for the nine months
ended September 30, 1995 and its Annual Report on Form 10-K for the
year ended December 31, 1994.
2. Amounts appearing under the columns entitled "Acquisitions Previously
Reported on Forms 8-K dated April 15, 1994, May 17, 1994, May 26, 1994,
September 1, 1994 and October 14, 1994" and "Acquisitions Previously
Reported on Form 8-K dated June 30, 1995" give effect to significant
acquisitions that have been previously reported to the Securities and
Exchange Commission by United Dominion Realty Trust, Inc. on Forms 8-K
("the Previously Reported Acqisitions") dated April 15, 1994, May 17,
1994, May 26, 1994, September 1, 1994, October 14, 1994 and June 30,
1995.
3. To record the net decrease in property management fees for the
Previously Reported Acquisitions. The Trust internally manages its
apartment properties at a cost of approximately 3.5% of rental income.
4. To record the net decrease in insurance expense to reflect that United
Dominion Realty Trust, Inc. 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.
5. To record depreciation expense on the Previously Reported
Acquisitions. Depreciation is computed on a straight line basis over
the estimated useful lives of the related assets which
range from 15 to 35 years. Buildings have been depreciated over 35 years
and other improvements over 15 years.
6. 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), Regatta Shores Apartments, (as
previously reported on Form 8-K dated September 1, 1994), Mediterranean
Village Apartments, Briar Club Apartments, Covington Crossing Apartments
and Hunters Trace Apartments (as previously reported on Form 8-K dated
October 14, 1994), at market interest rates available to the Trust at the
time of each respective acquisition.
7. To record interest expense on bank debt and tax exempt bonds used to
finance the Previously Reported Acquisitions at market interest rates
available to the Trust at the time of each respective acquisitions.
8. Reflects dividends to preferred shareholders on 2.7 million shares of
preferred stock from the period January 1, 1995 to April 24, 1995 and for
the twelve months ended December 31, 1994. On April 24, 1995, the Trust
sold 4.2 million shares of 9 1/4% Cumulative Redeemable Preferred Stock
with a $25 liquidation preference value ("preferred stock"). Net proceeds
from the sale of the preferred stock were used to fund the acquisition of
the High Portfolio ("Acquisitions Previously Reported on Form 8-K Dated
June 30, 1995") and to repay, in full, then existing bank debt. Of the 4.2
million shares of preferred stock sold, 2.7 million shares were used to
acquire the High Portfolio.
9. Represents operations of acquired properties for the period from April 1,
1995 to the respective purchase date (based on operating statements of the
properties). The Form 8-K dated June 30, 1995 contains pro forma financial
statements for the three month period ended March 31, 1995.
10. Represents the adjustment to the weighted average number of common shares
outstanding to account for the sale of 8,479,400 shares of Common Stock in
a public offering at $14.25 per share in June, 1994, as if the sale had
occurred on January 1, 1994. Net proceeds from the sale were used to
acquire 21 properties included in a 25 property portfolio as reported to
the Securities and Exchange Commission on Form 8-K dated May 26, 1995.
Signatures
Pursuant to the requirements of the Securities Exchange Act of 1934, the
registrant has duly caused this report to be signed on its behalf by the
undersigned hereunto duly authorized.
UNITED DOMINION REALTY TRUST, INC.
Date: January 31, 1996 /s/ James Dolphin
James Dolphin, Senior Vice President
Chief Financial Officer
Date: January 31, 1996 /s/ Jerry A. Davis
Jerry A. Davis, Vice President
Controller