FORM 8-K/A
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 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. 2
The undesigned registrant hereby amends its Current Report on Form 8-K
dated December 28, 1995, which was filed with the Securities and Exchange
Commission on January 11, 1996, to revise the following: (i) update the format
of the Consolidated Pro Forma Condensed Statement of Operations for the
Twelve Months Ended December 31, 1994 and for the Nine Months Ended September
30, 1995 to move the expense line items of interest, general and
administrative, and other depreciation and amortization directly under the
caption "Expenses", (ii) the Consolidated Pro Forma Condensed Statement of
Operations for the twelve months ended December 31, 1994 was revised for a
corrected pro forma adjustment of depreciation of real estate owned figure, and
(iii) updated the Notes to the Consolidated Pro Forma Condensed Financial
Statements to include more detailed information regarding the interest expense,
interest income and depreciation expense pro forma adjustments 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) Consent 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 28, 1995
UNITED DOMINION REALTY TRUST, INC.
NOTES TO CONSOLIDATED PRO FORMA CONDENSED STATEMENTS OF OPERATIONS
FOR THE NINE MONTHS ENDED SEPTEMBER 30, 1995 AND
THE YEAR ENDED DECEMBER 31, 1994
(UNAUDITED)
BASIS OF PRESENTATION
The accompanying consolidated pro forma statements of operations assume the (i)
the acquisition of four apartment communities previously reported on Form 8-K
dated December 28, 1995, (ii) the acquisition of nine apartment communities
previously reported on Form 8-K dated June 30, 1995, and (iii) 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. For 1995 and 1994, the pro forma statements
of operations include the April 24, 1995, sale of 4.2 million shares of 91/4%
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 Acquisitions Previously Reported on Form 8-K dated June 30, 1995 and
to temporarily repay in full, then existing bank debt until such time additional
acquisitions were completed. Of the 4.2 million shares sold, 2.7 million shares
were assumed to be used to acquire the Acquisitions Previously Reported on Form
8-K dated June 30, 1995 and 878,589 shares were assumed to have been used to
acquire Hunters Ridge Apartments and Mallards of Wedgewood Apartments (two of
the properties included in the acquisitions previously reported on Form 8-K
dated December 28, 1995). Therefore, such consolidated pro forma statements of
operations assume the issuance of 3.6 million shares of preferred stock from the
period January 1, 1995 to April 24, 1995 for the nine months ended September 30,
1995 and the sale of 3.6 million shares of preferred stock for the full year
ended December 31, 1994. For 1994, the consolidated pro forma statement of
operation includes the June 22, 1994 sale of 8,479,400 shares of common stock
in a public offering at $14.25 per share, as if the sale had occurred on
January 1, 1994. Net proceeds from the sale were used to acquire 21 apartment
properties included in a 25 property portfolio as reported to the Securities and
Exchange Commission on Form 8-K Dated May 26, 1994.
(1) Represents the Trust's Historical 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 column 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" 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, September 1, 1994 and October 14, 1994. A
reconciliation of net income to previously filed Forms 8-K and/or 8-K/A
is as follows:
Filing to Update Net Income
8-K Filed 8-K (In thousands)
April 15, 1994 8-K/A June 7, 1994 $ 845
May 17, 1994 8-K/A July 26, 1994 546
May 26, 1994 8-K August 31, 1994 * 6,619
September 1, 1994 8-K/A November 11, 1994 2,242
October 14, 1994 8-K/A December 29, 1994 3,423
---------
$13,675
* The Form 8-K dated August 31, 1994 updated the Form 8-K
dated May 26, 1994 for the six month period ended June 30,
1994.
(3) Amounts appearing under the column entitled "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 the Trust on Form 8-K dated June 30, 1995.
(4) Represents actual rental income and related operating expenses of the
"Acquisitions Previously Reported on Form 8-K dated December 28, 1995",
as reported elsewhere herein.
(5) Represents operations of the Acquisitions Previously Reported on Form
8-K Dated June 30, 1995 for the 33 day period from April 1, 1995 to May
3, 1995, which represents the period not owned by the Trust during the
second quarter of 1995 (based on the operating statements of the
properties for the stub period January 1, 1995 to March 31, 1995). The
Form 8-K dated June 30, 1995 contains pro forma financial statements
for the three month period ended March 31, 1995.
(6) To record the net decrease in property management fees for the
acquisitions previously reported to the Securities and Exchange
Commission on Forms 8-K dated April 15, 1994, May 17, 1994, May 26,
1994, September 1, 1994 and October 14, 1994. The Trust internally
manages its apartment portfolio at a cost of approximately 3.5% of
rental income. The Trust uses 98% of the amount reported as rental
income in calculating the property management fee, as 2% of the amount
reported as rental income is assumed to be other income which is not
subject to management fee.
(7) To record the net decrease in insurance expense to reflect that the
Trust insures its apartments for approximately $107.22 per unit less
than the historical insurance expense of the 5,170 apartment units
contained in the Portfolio Acquisition (acquired on July 1, 1994)
previously reported to the Securities and Exchange Commission on Form
8-K dated May 26, 1994.
(8) To record depreciation expense on the acquisitions previously reported
to the Securities and Exchange Commission on Forms 8-K dated April 15,
1994, May 17, 1994, May 26, 1994, September 1, 1994 and October 14,
1994. Depreciation is based upon the allocation of the purchase price
of the properties. Depreciation is computed on a straight line basis
over the estimated useful lives of the related assets which range from
15 to 35 years. The allocation and estimated useful lives are as
follows:
Estimated Twelve Month
Allocation of Useful Life Depreciation
Purchase Price In Years Adjustment **
Buildings $264,712,528 35 $3,937,223
Other Improvements 16,623,950 15 576,935
Land 43,179,203 N/A --
------------ ----------
$324,515,681 $4,514,158
============ ==========
** The Acquisitions Previously Reported were purchased by the Trust at
various times during 1994. The depreciation expense adjustment is
computed for each property based on the number of days not owned by the
Trust during 1994. The weighted average number of days the properties
were not owned by the Trust during 1994 was 190.01 days (out of 365
days).
(9) To record interest expense on the Acquisition Previously Reported on
Forms 8-K dated April 15, 1994, May 17, 1994, May 26, 1994, September
1, 1994 and October 14, 1994 at market interest rates available to the
Trust at the time of each respective acquisition with debt aggregating
$237,591,416 and a weighted average interest rate of 5.7492% which was
assumed to have been used as follows: (i) variable-rate bank debt
aggregating $161,147,168 used to fund the acquisitions at market
interest rates available to the Trust at the time of each respective
acquisition, (ii) fixed-rate medium-term notes payable aggregating
$39,827,598, (iii) the assumption of fixed-rate mortgage notes payable
aggregating $30,646,650 and (iv) the assumption of a fixed-rate
tax-exempt bond in the amount of $5,970,000. The acquisitions
previously reported were purchased by the Trust at various times during
1994. The interest expense adjustment is computed for each property
based on the number of days not owned by the Trust during 1994. The
weighted average number of days the properties were not owned by the
Trust during 1994 was 199.08 days (out of 365 days).
(10) 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)
and for the acquisition of 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 in effect at the time of the acquisition.
#Days Interest
Short-term Interest Interest Income
Property Investment Rate Adjustment Adjustment
---------- ------------ --------- ----------- ----------
Regatta Shores $ 7,364,376 4.50% 8/365 $ 7,263
Mediterranean Village 14,003,901 5.10% 3/365 5,870
Briar Club, Covington
Crossing and Hunters
Trace 15,057,181 5.30% 4/365 8,745
Portfolio Acquisition 80,000,000 5.06% 8/365 88,723
------------ ----------
$116,425,458 $ 110,601
============ ==========
(11) Reflects the net decrease in property management fees for the
Acquisitions Previously Reported on Form 8-K dated June 30, 1995. The
Trust internally manages its apartment properties at a cost of
approximately 3.5% of rental income. The Trust uses 98% of the amount
reported as rental income in calculating the property management fee,
as 2% of the amount reported as rental income is assumed to be other
income which is not subject to management fee.
(12) Reflects the net adjustments to depreciation expense to record the
Acquisitions Previously Reported on Form 8-K dated June 30, 1995 at the
beginning of each period presented. Depreciation is computed on a
straight-line basis over the estimated useful lives of the related
assets. Buildings have been depreciated over 35 years and other
improvements of 15 years based upon the initial cost of the
Acquisitions Previously Reported on Form 8-K dated June
30, 1995 of $65.7 million. The allocation and estimated useful lives
are as follows:
Estimated Twelve
Useful Months Nine Months
Allocation of Life Depreciation Depreciation
Purchase Price In Years Adjustment** Adjustment**
Building $50,495,338 35 $1,442,724 $492,931
Other Improvements 2,916,939 15 194,463 66,441
Land 12,292,524 N\A -- --
---------- ------------ -----------
$65,704,801 $1,637,187 $559,372
=========== ============ ===========
** The Acquisitions Previously Reported on Form 8-K Dated June 30, 1995
were purchased by the Trust on May 4, 1995, as such, the depreciation
adjustment for the nine months ended September 30, 1995 is computed for
the 123 day period (out of 360 days) the properties were not owned by
the Trust. The twelve months ended December 31, 1994 includes a pro
forma adjustment for the full year.
(13) Reflects the adjustment to net income to record dividends paid to
preferred shareholders on 2,719,412 shares of preferred stock in
calculating net income available to common shareholders for the 114 day
period (out of 365 days) from the period January 1, 1995 to April 24,
1995 for the nine months ended September 30, 1995. The twelve months
ended December 31, 1994 includes a pro forma adjustment for the full
year.
(14) Reflects the net decrease in property management fees for the
properties. The Trust internally manages its apartment
properties at a cost of approximately 3.5% of rental income. The
Trust uses 98% of the amount reported as rental income in calculating
the property management fee, as 2% of the amount reported as rental
income is assumed to be other income which is not subject to management
fee.
(15) Reflects the net adjustments to depreciation expense to record the
properties at the beginning of each period presented. Depreciation is
computed on a straight-line basis over the estimated useful lives of
the related assets. Buildings have been depreciated over 35 years and
other improvements of 15 years based upon the initial cost of the
properties of $32.9 million. The allocation and estimated useful lives
are as follows:
Estimated Useful Twelve Month Nine Month
Allocation of Life Depreciation Depreciation
Purchase Price In Years Adjustment** Adjustment**
Building $25,438,503 35 $726,814 $442,549
Other Improvements 2,138,662 15 142,577 86,814
Land 5,290,780 N\A -- --
----------- ------------ ------------
$32,867,945 $869,391 $529,363
=========== ============ ============
** The Acquisitions Previously reported on Form 8-K Dated December 28,
1995 were purchased by the Trust at various times during the second and
third quarters of 1995. The depreciation adjustment is computed for
each property based on the number of days the properties were not owned
by the Trust. The weighted average number of days the properties were
not owned by the Trust during 1995 was 219.20 days (out of 360 days).
The twelve months ended December 31, 1994 includes a pro forma
adjustment for the full year.
(16) Reflects the additional interest expense associated with the
acquisition of the properties as follows: (i) variable-rate bank debt
aggregating $2.7 million used to fund the acquisitions at assumed
interest rates equal to market rates in effect at the time of each
respective acquisition and the assumption
of (ii) the assumption of a fixed-rate a mortgage note in the amount of
$3.3 million bearing interest of 7.6% in connection with the
acquisition of Marble Hill Apartments and (iii) the assumption of a
$5.6 million variable-rate tax-exempt housing bond bearing interest of
5.14% in connection with the acquisition of Andover Place Apartments.
Twelve Month Nine Month
Amount Interest Interest Interest
Property Type of Debt Debt Rate Adjustment** Adjustment**
Marble Hill Bank Debt $ 2,629,662 6.48% $170,402 $126,517
Marble Hill Mortgage Debt 3,344,066 7.60% 254,149 188,697
Andover Place Bank Debt 46,284 6.48% 2,999 2,227
Andover Place Tax-Exempt Bonds 5,620,000 5.14% 288,868 214,475
----------- ----- -------- --------
$11,640,012 $716,418 $531,916
=========== ======== ========
** For the nine months ended September 30, 1995, the interest expense
adjustment is for 271 days (based on a 365 day year) as the properties
were purchased on September 28, 1995. The twelve months ended December
31, 1994 includes a pro forma adjustment for the full year.
(17) Reflects the adjustment to net income to record dividends paid to
preferred shareholders on 878,589 shares of preferred stock in
calculating net income available to common shareholders for the 114 day
period (out of 365 days) from January 1, 1995 to April 24, 1995 assumed
to have been used to acquire Hunters Ridge Apartments and Mallards of
Wedgewood Apartments. The twelve months ended December 31, 1994
includes a pro forma adjustment for the full year.
(18) Reflects the reduction of interest income associated with the use of
short-term investments to acquire the Hunters Ridge Apartments (66 of
the 365 days during 1995) and Mallards of Wedgewood Apartments (93 of
the 365 days during 1995) at market interest rates in effect at the
time of the acquisition. As discussed in the "Basis of Presentation",
Hunters Ridge Apartments and Mallards of Wedgewood Apartments were
assumed to have been acquired with 878,589 shares of the preferred
stock. The net proceeds from the sale of the preferred stock were
received on April 24, 1995 and were temporarily invested in short-term
investments until such time as these acquisitions occurred.
Purchase Interest Interest Income
Property Price Rate Adjustment
Hunters Ridge $13,403,983 6.17% $149,544
Mallards of Wedgewood 7,823,950 6.00% 119,610
----------- --------
$21,227,933 $269,154
=========== ========
19. 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 on June 22, 1994,
as if the sale had occurred on January 1, 1994. Net proceeds from the
sale were used to acquire 21 apartment properties included in a 25
property portfolio as reported to the Securities and Exchange
Commission on Form 8-K Dated May 26, 1994.
UNITED DOMINION REALTY TRUST, INC.
CONSOLIDATED PRO FORMA CONDENSED 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 ACQUISITIONS
MAY 26, 1994, ACQUISITIONS PRO FORMA REPORTED ON
SEPTEMBER 1, 1994 AND PRO FORMA BEFORE 1995 FORM 8-K DATED
HISTORICAL (1) OCTOBER 14, 1994 (2) ADJUSTMENTS ACQUISITIONS JUNE 30, 1995 (3)
------------ ------------------ ----------- ------------- ----------------
REVENUES
Rental ncome $139,972 $27,128 $167,100 $11,095
Interest income 756 (111)(10) 645
------------ ------------------ ----------- ------------- --------------
140,728 27,128 (111) 167,745 11,095
EXPENSES
Rental expenses:
Utilities 11,206 2,019 13,225 681
Repairs & maintenance 21,216 4,205 25,421 1,453
Real estate taxes 9,658 2,296 11,954 741
Property management 4,645 1,304 ($328)(6) 5,621 441
Other operating expenses 12,141 3,629 (277)(7) 15,493 1,144
Depreciation of real estate owned 28,729 4,514 (8) 33,243
Interest 28,521 7,450 (9) 35,971
General and administrative 4,803 4,803
Other depreciation and amortization 691 691
------------ ------------------ ----------- ------------- --------------
121,610 13,453 11,359 146,422 4,460
Income before gains (losses) on
sales of investments
and extraordinary item 19,118 13,675 (11,470) 21,323 6,635
Gains (losses) on sales of investments 108 108
------------ ------------------ ----------- ------------- --------------
Income before extraordinary item 19,226 13,675 (11,470) 21,431 6,635
Extraordinary item - early extinguishment
of debt (89) (89)
------------ ------------------ ----------- ------------- --------------
Net income 19,137 13,675 (11,470) 21,342 6,635
Dividends to preferred shareholders -- 0
============ ================== =========== ============= ==============
Net income available to common shareholders $19,137 $13,675 ($11,470) $21,342 $6,635
============ ================== =========== ============= ==============
Net income per common share $0.41 $0.43
============ =============
Distributions declared per common share $0.78 $0.78
============ =============
Weighted average number of common shares
outstanding 46,182 4,022 (19) 50,204
ACQUISITIONS
PREVIOUSLY
JUNE 30, 1995 REPORTED ON DECEMBER 28, 1995
PRO FORMA FORM 8-K DATED PRO FORMA PRO
ADJUSTMENTS DECEMBER 28, 1995 (4) ADJUSTMENTS FORMA
------------- ----------------- -------------- ---------
REVENUES
Rental ncome $5,641 $183,836
Interest income 645
-------------- --------------- -------------- ---------
0 5,641 0 184,481
EXPENSES
Rental expenses:
Utilities 409 14,315
Repairs & maintenance 983 27,857
Real estate taxes 466 13,161
Property management ($60)(11) 251 ($58)(14) 6,195
Other operating expenses 982 17,619
Depreciation of real estate owned 1,637 (12) 869 (15) 35,749
Interest 716 (16) 36,687
General and administrative 4,803
Other depreciation and amortization 691
-------------- --------------- -------------- ---------
1,577 3,091 1,527 157,077
Income before gains (losses) on
sales of investments
and extraordinary item (1,577) 2,550 (1,527) 27,404
Gains (losses) on sales of investments 108
-------------- --------------- -------------- ---------
Income before extraordinary item (1,577) 2,550 (1,527) 27,512
Extraordinary item - early extinguishment
of debt (89)
-------------- --------------- -------------- ---------
Net income (1,577) 2,550 (1,527) 27,423
Dividends to preferred shareholders 6,289 (13) 2,031 (17) 8,320
============== =============== ============== =========
Net income available to common shareholders ($7,866) $2,550 ($3,558) $19,103
============== =============== ============== =========
Net income per common share $0.38
=========
Distributions declared per common share $0.78
=========
Weighted average number of common shares
outstanding 50,204
SEE ACCOMPANYING NOTES.
UNITED DOMINION REALTY TRUST, INC.
CONSOLIDATED PRO FORMA CONDENSED STATEMENT OF OPERATIONS
FOR THE NINE MONTHS ENDED SEPTEMBER 30, 1995
(UNAUDITED)
(IN THOUSANDS OF DOLLARS, EXCEPT PER SHARE DATA)
ACQUISITIONS
PREVIOUSLY
REPORTED ON ACQUISITIONS DECEMBER 28,
FORM 8-K JUNE 30, 1995 REPORTED ON 1995
DATED ACQUISITIONS FORM 8-K DATED ACQUISITIONS
HISTORICAL JUNE 30, PRO FORMA DECEMBER 28, PRO FORMA PRO
(1) 1995 (3) ADJUSTMENTS (5) 1995 (4) ADJUSTMENTS FORMA
---------- ----------------- --------------- -------------- ------------- -------
INCOME
Rental Income $143,082 $2,849 $1,045 $3,670 $150,646
Interest income 1,031 0 (269)(18) 762
--------- ---------- ------------- ------------- ----------- --------
144,113 2,849 1,045 3,670 (269) 151,408
EXPENSES
Rental expenses:
Utilities 10,627 174 64 256 11,121
Repairs & maintenance 22,493 268 98 627 23,486
Real estate taxes 10,115 184 67 320 10,686
Property management 4,153 113 20 (11) 171 ($45)(14) 4,412
Other operating expenses 12,631 289 106 555 13,581
Depreciation of real estate owned 28,545 559 (12) 529 (15) 29,633
Interest 30,563 532 (16) 31,095
General and administrative 3,771 3,771
Other depreciation and amortization 835 835
--------- ---------- ------------- ------------- ------------ --------
123,733 1,028 914 1,929 1,016 128,620
Income before gains (losses) on sales of
investments and extraordinary item 20,380 1,821 131 1,741 (1,285) 22,788
Gains (losses) on sales of investments 4,844 4,844
---------- ---------- ------------- ------------- ------------- --------
Net income 25,224 1,821 131 1,741 (1,285) 27,632
Dividends to preferred shareholders 4,209 1,964 (13) 635 (17) 6,808
---------- ---------- ------------- ------------- ------------ --------
Net income available to common shareholders $ 21,015 $1,821 ($1,833) $1,741 ($1,920) $ 20,824
========== ========== ============= ============= ============= ========
Net income per common share $ 0.41 $ 0.40
========== ========
Distributions declared per common share $ 0.675 $ 0.675
========== ========
Weighted average number of common shares
outstanding 51,597 51,597
SEE ACCOMPANYING NOTES.