FORM 10-Q/A UNITED STATES 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) The undersigned registrant hereby amends the following items, financial statements and other portions of its Quarterly Report on Form 10-Q for the quarter ended September 30, 1995 as set forth in the pages attached hereto. Management's Discussion of Financial Condition and Operations The reference to the dividend payout ratio under the caption "Financial Condition" in "Management's Discussion of Financial Condition and Operations" has been deleted. UNITED DOMINION REALTY TRUST, INC. (Registrant) Date: April 12, 1996 By: /s/ Jerry A. Davis -------------- ------------------- Jerry A. Davis, Vice President Corporate Controller during 1995, (ii) the increase in mature apartment net operating income of $3.5 million, and (iii) the positive impact of the significant portfolio expansion that has occurred during the last twelve months. Management believes that the Trust's operating results for the fourth quarter of 1995 will show continued improvement over the comparable period last year reflecting the continued positive impact of the Trust's 1994 and 1995 acquisitions. During 1994, the Trust's mature apartment economic occupancy improved steadily through August and then stabilized between 95% an 96% during the remainder of the year. Mature apartment operating results improved during each succeeding quarter last year. Thus, year to year improvement in quarterly mature apartment operating results should be more moderate in the fourth quarter of 1995. Consequently, higher rent growth will be more important to improved fourth quarter results than occupancy gains. Management believes that the Trust's operating results should continue to benefit over the next few years from a number of factors including (i) the contribution of the large volume of units acquired since 1994 and expected to be acquired during the remainder of 1995, and (ii) continued strong apartment markets as a result of anticipated job growth and resultant household formation in the Southeast. The Trust expects to close on separate sales of two shopping centers during the fourth quarter of 1995 which will result in a gain, for financial reporting purposes of approximately $1.3 million. In March, 1995, the FASB issued Statement No. 121, "Accounting for the Impairment of Long-Lived Assets and for Long-Lived Assets to be Disposed Of", which requires impairment losses to be recognized for long-lived assets used in operations when indicators of impairment are present and the undiscounted cash flows are not sufficient to recover the assets' carrying amount. The statement requires that impairment losses be recognized for long-lived assets to be disposed of when the fair value of the asset less the estimated cost to sell is less than the carrying value of that asset measured at the time management commits to the sale or disposal. The Trust will opt for the early adoption of Statement No. 121 in the fourth quarter of 1995. At the end of October, 1995, the Trust executed a letter of intent to sell five shopping centers at an aggregate purchase price of $28.4 million. Closing is expected to occur during the first quarter of 1996. Based on a preliminary allocation of the sales price, it is estimated that the Trust will recognize an approximate $1.7 million initial impairment loss associated with the sale of one of these centers, Village Square in Myrtle Beach, South Carolina (which had a carrying value at the end of October of approximately $9.5 million). The other four centers are expected to be sold at gains aggregating between $500,000 and $800,000 depending on the date of sale. FINANCIAL CONDITION As a qualified REIT, the Trust distributes a substantial portion of its cash flow to its shareholders in the form of dividends. Over the past several years, the Trust has sought to retain a greater portion of its cash flow. The Trust utilizes a variety of primarily external financing sources to fund its acquisition program. The Trust has frequently utilized its lines of credit to finance these expenditures and has subsequently replaced any short-term bank debt so incurred with longer term debt or equity.