FORM 8-K/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)
AMENDMENT NO. 4
The undersigned registrant hereby amends Item 7 to its Current Report on Form
8-K dated October 14, 1994, which was filed with the Securities and Exchange
Commission on October October 31, 1994. The Consolidated Pro Forma Statements of
Operations and for the twelve months ended December 31, 1993 and the nine months
ended September 30, 1994, the Notes to the Consolidated Pro Forma Financial
Statements and Exhibits were revised to include the entire item being amended on
Form 8-K/A No. 1 filed December 29, 1994, Form 8-K/A No. 2 filed January 31,
1996 and Form 8-K/A No. 3 filed April 12, 1996.
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 and Corporate Controller
(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
Richmond, Virginia
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
Richmond, Virginia
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
Richmond, Virginia
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
Richmond, Virginia
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
Richmond, Virginia
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.
CONSOLIDATED 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, ACQUISITION
MAY 17, 1994, REPORTED ON
MAY 26, 1994 AND FORM 8-K DATED
HISTORICAL (1) SEPTEMBER 1, 1994 (4) OCTOBER 14, 1994 (5)
STATEMENT OF OPERATIONS
Revenues
Rental Income $95,905 $20,860 $6,268
Interest and other income 541
96,446 20,860 6,268
Expenses
Rental expenses:
Utilities 7,928 1,713 306
Repairs & maintenance 14,607 3,471 734
Real estate taxes 6,475 1,536 760
Property management 3,596 1,000 304
Other operating expenses 8,206 2,888 741
Depreciation of real estate owned 19,807
Interest 18,202
General and administrative 3,566
Other depreciation and amortization 581
82,968 10,608 2,845
Income before gains (losses) on sales of investments
and extraordinary item 13,478 10,252 3,423
Gains (losses) on sales 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 common 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
Revenues
Rental Income $123,033
Interest and other income (96)(11) (15)(14) 430
(96) (15) 123,463
Expenses
Rental expenses:
Utilities 9,947
Repairs & maintenance 18,812
Real estate taxes 8,771
Property management ($239)(6) ($89)(12) 4,572
Other operating expenses (277)(7) 11,558
Depreciation of real estate owned 3,354 (8) 1,160 (13) 24,321
Interest 5,218 (8) 2,437 (15) 25,857
General and administrative 3,566
Other depreciation and amortization 581
8,056 3,508 107,985
Income before gains (losses) on sales of investments
and extraordinary item (8,152) (3,523) 15,478
Gains (losses) on sales of investments (20)
Income before extraordinary item (8,152) (3,523) 15,458
Extraordinary item - early extinguishment of
debt (89)
Net income ($8,152) ($3,523) $ 15,369
Net income per common share $0.31
Distributions declared per share $0.585
Weighted average number of shares outstanding 50,191
UNITED DOMINION REALTY TRUST, INC.
CONSOLIDATED PRO FORMA STATEMENT OF OPERATIONS
For The Twelve Months Ended December 31, 1993
(Unaudited)
(In thousands of dollars, except per share data)
ACQUISITIONS
PREVIOUSLY 1993
REPORTED ON ACQUISITIONS PRO FORMA
FORM 8-K DATED PRO FORMA BEFORE 1994
HISTORICAL (1) DECEMBER 31, 1993 (3) ADJUSTMENTS ACQUISITIONS
Revenues
Rental Income $89,084 $9,424 $98,508
Interest and other income 708 ($438)(10) 270
89,792 9,424 (438) 98,778
Expenses
Rental expenses:
Utilities 7,838 846 8,684
Repairs & maintenance 13,950 1,407 15,357
Real estate taxes 5,777 780 6,557
Property management 2,782 422 3,204
Other operating expenses 7,512 1,552 9,064
Depreciation of real estate owned 19,516 1,267 (9) 20,783
Interest 17,237 1,208 (9) 18,445
General and administrative 3,349 3,349
Other depreciation and amortization 545 545
78,506 5,007 2,475 85,988
Income before gains (losses) on sales of investments
and extraordinary item 11,286 4,417 (2,913) 12,790
Gains (losses) on sales of investments (89) (89)
Net income $11,197 $4,417 ($2,913) $12,701
Net income per share $0.29 $0.33
Distributions declared per share $0.70 $0.70
Weighted average number of shares outstanding 38,202 38,202
ACQUISITIONS
PREVIOUSLY
REPORTED ON
FORMS 8-K DATED
APRIL 15, 1994, ACQUISITIONS
MAY 17, 1994, REPORTED ON PREVIOUS 1994
MAY 26, 1994 AND FORM 8-K DATED PRO FORMA
SEPTEMBER 1, 1994 (4) OCTOBER 14, 1994 (5) ADJUSTMENTS
Revenues
Rental Income $47,005 $8,578
Interest and other income
47,005 8,578 0
Expenses
Rental expenses:
Utilities 3,551 440
Repairs & maintenance 6,969 1,019
Real estate taxes 3,542 946
Property management 2,243 425 ($528)(6)
Other operating expenses 6,831 956 (554)(7)
Depreciation of real estate owned 7,816 (8)
Interest 11,293 (8)
General and administrative
Other depreciation and amortization
23,136 3,786 18,027
Income before gains (losses) on sales of investments
and extraordinary item 23,869 4,792 (18,027)
Gains (losses) on sales of investments
Net income $23,869 $4,792 ($18,027)
Net income per share
Distributions declared per share
Weighted average number of shares outstanding 8,479
PRO FORMA PRO
ADJUSTMENTS FORMA
Revenues
Rental Income $154,091
Interest and other income 270
0 154,361
Expenses
Rental expenses:
Utilities 12,675
Repairs & maintenance 23,345
Real estate taxes 11,045
Property management ($131)(12) 5,213
Other operating expenses 16,297
Depreciation of real estate owned 1,551 (13) 30,150
Interest 3,319 (15) 33,057
General and administrative 3,349
Other depreciation and amortization 545
4,739 135,676
Income before gains (losses) on sales of investments
and extraordinary item (4,739) 18,685
Gains (losses) on sales of investments (89)
Net income (4,739) $18,596
Net income per share $0.40
Distributions declared per share $0.70
Weighted average number of shares outstanding 46,681
UNITED DOMINION REALTY TRUST, INC.
NOTES TO CONSOLIDATED PRO FORMA CONDENSED FINANCIAL
STATEMENTS
(UNAUDITED)
1 Represents the Trust's Historical Statements of Operations contained
in its Quarterly Report on Form 10Q for the nine months ended
September 30, 1994 and its Annual Report on Form 10K for the year
ended December 31, 1993.
2. 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 a tax-exempt bond on Hunters Trace Apartments in the
amount of $5.97 million. 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. The
purchase price, including closing costs, for the three properties
acquired subsequent to September 30, 1994 is as follows:
PROPERTY ACQUIRED PURCHASE PRICE
(IN THOUSANDS)
Briar Club Apartments $ 8,143
Covington Crossing Apartments 5,319
Hunters Trace Apartments 7,565
-------
Total $ 21,027
======
3. Amounts appearing under the column entitled "Acquisitions Previously
Reported on Form 8-K dated December 31, 1993" give effect to
significant acquisitions that were previously reported to the
Securities and Exchange Commission by the Trust on Form 8-K dated
December 31, 1993 and subsequently amended by Form 8-K/A No.1 filed
with the Securities and Exchange Commission on March 3, 1994 and is
inclusive of the net adjustments required to allow for a full year of
actual rental income and related expenses. Acquisitions previously
reported on Form 8-K dated December 31, 1993 were for the nine month
period ended September 30, 1993. This column includes the adjustments
to net income for these properties between October 31, 1993 and
December 31, 1993 which were not included in the Trust's historical
statements of operation. These adjustments were derived from the
operating statements of the respective properties.
4. 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. A reconciliation of net
income for the nine months ended September 30, 1994 and for the
twelve months ended December 31, 1993 to previously filed Forms 8-K
and/or 8-K/A is as follows:
Net Income Net Income
Filing to Update (Nine Months, (Twelve Months,
8-K Filed 8-K In Thousands) In Thousands)
April 15, 1994 8-K/A June 7, 1994 $ 845 $ 3,832
May 17, 1994 8-K/A July 26, 1994 546 2,094
May 26, 1994 8-K August 31, 1994 * 6,619 13,568
September 1, 1994 8-K/A November 11, 1994 2,242 4,375
------ -------
$10,252 $ 23,869
====== ======
* 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.
5. 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.
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 and September 1, 1994. The Trust internally manages its apartment
properties at a cost of approximately 3.5% of rental income. The
Company 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 $107.22 per unit less than the
historical insurance expense for the 5,170 apartment units contained
in the Portfolio Acquisition previously reported to the Securities and
Exchange Commission on Form 8-K dated May 26, 1994.
8. To record depreciation and interest 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 and September 1,
1994. Depreciation is based upon the allocation of the purchase price
of each of the properties. Depreciation is computed on a straight line
basis over estimated useful lives of the related assets which range
from 15 and 35 years. Buildings have been depreciated over 35 years
and other improvements over 15 years.
9. To record depreciation and interest expense on the acquisitions
previously reported on Form 8-K dated December 31, 1993 and
subsequently amended by Form 8-K/A No. 1 filed with the Securities and
Exchange Commission on March 3, 1994.
10. Reflects the reduction of interest income associated with the use of
short-term investments to acquire the properties at assumed interest
rates in effect at the time of each respective acquisition for the
year ended December 31, 1993 as previously reported on Form 8-K dated
December 31, 1993 and subsequently amended by Form 8-K/A No.1 filed
with the Securities and Exchange Commission on March 3, 1994.
11. 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.
12. To record 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 Company 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.
13. To record depreciation based upon the allocation of the purchase price
of the properties. Depreciation is based upon the allocation of the
purchase price of each of the properties. Depreciation is computed on
a straight line basis over estimated useful lives of the related
assets based upon the allocation of the initial cost of the properties
of $59.9 million. The allocation and estimated useful lives are as
follows:
Estimated Nine Months, Twelve Months,
Allocation of Useful Life Depreciation Depreciation
Purchase Price In Years Adjustment** Adjustment**
Buildings $48,068,607 35 $1,027,220 $1,373,389
Other Improvements 2,664,454 15 132,858 177,630
Land 9,194,110 N/A -- --
------------ ---------- ----------
$59,927,171 $1,160,078 $1,551,019
=========== ========== ==========
** The twelve month depreciation adjustment calculates a full year of
depreciation expense based on the purchase price. The nine month
depreciation adjustment is calculated for the first nine months (273
out of 365 days) of 1994. All of the properties were acquired at or
after the end of the third quarter and had no depreciation expense
recorded in the Trust's historical statement of operations for the
nine months ended September 30, 1994.
14. Reflects the reduction of interest income associated with the 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 (3 days out
of 365 days), Briar Club Apartments, Covington Crossing Apartments and
Hunters Trace Apartments (4 days out of 365 days).
Interest
Purchase Interest Income
Property Price Rate Adjustment
-------- -------- ------ ----------
Mediterranean Village $14,003,901 5.1% $ 5,870
Briar Club 8,143,359 5.3% 4,730
Covington Crossing 5,318,830 5.3% 3,089
Hunters Trace 1,594,992 5.3% 926
---------- --------
$29,061,082 $ 14,615
=========== =========
15. Reflects the additional interest expense on variable-rate bank debt
used to finance the acquisitions at assumed interest rates equal to
market rates in effect at the time of each respective acquisition and
the assumption of a $5.97 million tax-exempt housing bond bearing a
fixed-rate of interest of 6.25% on Hunters Trace Apartments.
Twelve Nine
Month Month
# Days Type of Amount Interest Interest Interest
Property Adjusted Debt of Debt Rate Adjustment** Adjustment**
-------- --------- ------------ ------------- --------- ------------ ------------
Copperfield 265/365 Bank Debt $24,896,090 5.56% $1,384,223 $1,004,984
Mediterranean Village 270/365 Bank Debt 14,003,901 5.375% 752,710 556,799
Briar Club 269/365 Bank Debt 8,143,359 5.375% 437,706 322,582
Covington Crossing 269/365 Bank Debt 5,318,830 5.375% 285,887 210,695
Hunters Trace 269/365 Bank Debt 1,594,991 5.375% 85,731 63,182
Hunters Trace 273/365 Tax-Exempt
Bond 5,970,000 6.25% 373,125 279,077
------------ ---------- ----------
$59,927,171 $3,319,382 $2,437,319
=========== ---------- ----------
**The twelve month interest adjustment calculates a full year of interest
expense based upon the amount of debt multiplied by the interest rate. The nine
month interest adjustment is calculated by multiplying the amount of
debt by the interest rate divided by 365 days multiplied by the number of days
not owned by the Trust.
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
Richmond, Virginia
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
Richmond, Virginia
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
Richmond, Virginia
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
Richmond, Virginia
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
Richmond, Virginia
December 19, 1994