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) August 15, 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 (I.R.S. Employer
incorporation of organization) File Number) Identification No.)
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 change since last report)
ITEM 2. Acquisition or Disposition of Assets
On August 15, 1996, the registrant, United Dominion Realty Trust, Inc. (the
"Company") acquired a portfolio of 18 apartment communities, containing 4,508
apartment homes, for an aggregate purchase price of $182.6 million, including
closing costs (the "Southeast Portfolio"), from entities and individuals that
control the real property owners (the "Seller"). This transaction is considered
"significant", thus necessitating the filing of this Form 8-K. The acquisition
of the Southeast Portfolio was financed through several sources which include:
(i) cash of $25.1 million, (ii) the assumption of secured debt encumbering the
properties in the aggregate amount of $109.8 million, (iii) Seller financing
(unsecured) of $25.0 million and (iv) 1.7 million newly issued shares of the
Company's common stock valued at $22.7 million ($13.50 per share). The debt to
be assumed includes $71.2 million provided by First Union National Bank and
Wachovia Bank under secured credit facilities.
At closing, the Company acquired an option to purchase three additional North
Carolina apartment communities containing 1,160 apartment homes for
approximately $59 million. The option can be exercised during the first quarter
of 1997.
The 18 apartment communities contained in the Southeast Portfolio are
located in North Carolina (13), South Carolina (3), Georgia (1), and Virginia
(1) and contain 4,508 apartment homes, built at various times between 1966 and
1996 (weighted average year built - 1986). A description of each of the
properties, the real property owners and related mortgage and construction debt
(exclusive of the First Union National Bank and Wachovia Bank secured debt
described above) is outlined below:
* South Hills Apartments was conveyed by Carolina Residential
Income Properties, L.L.C. South Hills Apartments, located in
Charlotte, North Carolina, is a 144 unit garden apartment
community located on 12.85 acres constructed in 1984.
* Chateau Village Apartments was conveyed by Southeast Mortgage &
Investment Corporation. Chateau Village Apartments, located in
Gastonia, North Carolina, is a 250 unit garden apartment
community located on 22.98 acres constructed in 1974.
* Woodberry Apartments was conveyed by Carolina Residential
Income Properties, L.L.C. Woodberry Apartments, located in
Asheville, North Carolina, is a 168 unit garden apartment
community located on 22.03 acres constructed in 1987.
* Lake Brandt Apartments was conveyed by Southeast Mortgage &
Investment Corporation. Lake Brandt Apartments, located in
Greensboro, North Carolina, is a 284 unit garden apartment
community located on 32.25 acres constructed in 1995.
* Northwinds Apartments was conveyed by Carolina Residential
Income Properties, L.L.C. Northwinds Apartments, located in
Greensboro, North Carolina, is a 232 unit garden apartment
community located on 28.68 acres constructed in 1988 and 1989.
* Westwinds Apartments was conveyed by Carolina Residential
Income Properties, L.L.C. Westwinds Apartments, located in
Greensboro, North Carolina, is a 276 unit garden apartment
community located on 20.75 acres constructed in 1986.
* Deerwood Crossing Apartments was conveyed by Southeast
Mortgage & Investment Corporation. Deerwood Crossing Apartments,
located in Winston-Salem, North Carolina, is a 285 unit garden
and townhouse style apartment community located on 26.91 acres
constructed in 1973.
* Dutch Village Apartments was conveyed by Southeast Mortgage &
Investment Corporation. Dutch Village Apartments, located in
Winston-Salem, North Carolina, is a 203 unit garden and townhouse
style apartment community located on 13.98 acres constructed in
1970.
2
* Ramsgate Apartments was conveyed by Carolina Residential
Income Properties, L.L.C. Ramsgate Apartments, located in Chapel
Hill , North Carolina, is a 188 unit garden apartment community
located on 12.96 acres constructed in 1988.
* Cumberland Trace Apartments was conveyed by Southeast Mortgage
& Investment Corporation. Cumberland Trace Apartments, located in
Fayetteville, North Carolina, is a 248 unit garden apartment
community located on 21.79 acres constructed in 1973.
* Morganton Place Apartments was conveyed by Southeast Mortgage
& Investment Corporation. The property is encumbered by an $8.7
million mortgage note payable bearing a variable rate of interest
at LIBOR + 1.0%. Morganton Place Apartments, located in
Fayetteville, North Carolina, is a 280 unit garden apartment
community located on 13.63 acres constructed in 1994.
* The Village at Cliffdale Apartments was conveyed by The
Village at Cliffdale, L.L.C. The property is encumbered by a
$10.5 million mortgage note payable bearing interest at 7.875%.
The Village at Cliffdale Apartments, located in Fayetteville,
North Carolina, is a 356 unit garden apartment community located
on 24.78 acres constructed in 1991 and 1992.
* Cape Harbor Apartments was conveyed by Southeast Mortgage &
Investment Corporation. Cape Harbor is encumbered by a $9.5
million construction loan bearing interest at LIBOR + 1.0%. Cape
Harbor Apartments, located in Wilmington, North Carolina, is a
360 unit garden apartment community located on 24.78 acres
constructed in 1995 and 1996.
* Rivergate Apartments was conveyed by Rivergate Apartments Inc.
The property is encumbered by a $9.8 million mortgage note
payable at 8.0%. Rivergate Apartments, located in Columbia, South
Carolina, is a 316 unit garden apartment community located on
19.20 acres constructed in 1989.
* Stonesthrow Apartments was conveyed by Carolina Residential
Income Properties, L.L.C. Stonesthrow Apartments, located in
Greenville, South Carolina, is a 388 unit garden apartment
community located on 26.10 acres constructed in 1990 and 1995.
* Westgate Apartments was conveyed by Spartanburg Multi-Family
Associates. Westgate Apartments, located in Spartanburg, South
Carolina, is a 122 unit garden apartment community located on
7.95 acres constructed in 1976.
* Lake of the Woods Apartments was conveyed by Southeast
Mortgage & Investment Corporation. Lake of the Woods Apartments,
located in Atlanta, Georgia, is a 216 unit garden apartment
community located on 22.12 acres constructed in 1989.
* Kings Arms Apartments was conveyed by Southeast Mortgage &
Investment Corporation. Kings Arms Apartments, located in
Virginia Beach, Virginia , is a 192 unit garden and townhouse
style apartment community located on 15.88 acres constructed in
1966.
3
ITEM 7. Financial Statements, Pro Forma Financial Information and Exhibits
Description Location
(a) Financial Statements of Businesses Acquired 5 through 8
(b) Pro Forma Financial Information 9 through 21
(c) Exhibits
(2) Agreement of Purchase and Sales dated
July 1, 1996
(24) Consents of Independent Auditors
4
[DIXON, ODOM & CO., L.L.P. LETTERHEAD]
Report of Independent Public Accountants
To the Board of Directors
United Dominion Realty Trust, Inc.
We have audited the accompanying combined statement of rental operations of the
Properties, as set forth in Note 1, for the year ended December 31, 1995. This
combined statement is the responsibility of the management of the Properties.
Our responsibility is to express an opinion on this combined 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 combined statement is free of material misstatement.
An audit includes examining, on a test basis, evidence supporting the amounts
and disclosures in the combined statement. An audit also includes assessing the
accounting principles used and significant estimates made by management, as well
as evaluating the overall presentation of the combined statement. We believe
that our audit provides a reasonable basis for our opinion.
The accompanying combined statement was prepared for the purpose of complying
with the rules and regulations of the Securities and Exchange Commission for
inclusion on a Current Report on Form 8-K of United Dominion Realty Trust and
excludes material expenses as described in Note 2 and is not intended to be a
complete presentation of the revenues from rental properties and rental property
expenses of the Properties.
In our opinion, the combined statement referred to above presents fairly, in all
material respects, the combined revenues from rental properties and combined
rental property expenses of the Properties described in Note 1 for the year
ended December 31, 1995, in conformity with generally accepted accounting
principles.
/s/ DIXON, ODOM & CO, L.L.P.
Greensboro, North Carolina
May 16, 1996
5
THE PROPERTIES
Combined Statements of Rental Operations
Six Months Ended June 30, 1996 (Unaudited) and
Year Ended December 31, 1995 (Audited)
Six Months
Ended Year Ended
June 30, 1996 December 31, 1995
Revenues from rental properties $12,917,005 $22,550,067
Rental property expenses:
Real estate taxes 972,687 1,627,295
Repairs and maintenance 1,462,040 3,078,425
Utilities 880,938 1,630,452
Property management fees 636,789 1,097,089
Other operating expenses 963,226 1,895,978
---------- ----------
Total rental property expenses 4,915,680 9,329,239
---------- ----------
Income from rental operations $ 8,001,325 $13,220,828
========== ==========
The accompanying notes are an integral part of these financial statements.
6
THE PROPERTIES
Notes to the Combined Statements of Rental Operations
Six Months Ended June 30, 1996 (Unaudited) and
Year Ended December 31, 1995 (Audited)
(1) Basis of Presentation
The Properties consist of residential apartment communities together
with the existing leases and property management agreements. The assets
that comprise the Properties have been held as investments of
Partnerships or Companies affiliated with the Properties throughout the
six months ended June 30, 1996 and the year ended December 31, 1995. The
accompanying financial statements present the results of the combined
rental operations of the Properties as a single entity. The residential
apartment communities included in the financial statements are as
follows:
No. of
Apartment Property Owner Location Homes
Cape Harbor Southeast Mortgage & Investment Corp. Wilmington, NC 360
Chateau Village Southeast Mortgage & Investment Corp. Gastonia, NC 250
Cumberland Trace Southeast Mortgage & Investment Corp. Fayetteville, NC 248
Deerwood Crossing Southeast Mortgage & Investment Corp. Winston-Salem, NC 285
Dutch Village Southeast Mortgage & Investment Corp. Winston-Salem, NC 203
Kings Arms Southeast Mortgage & Investment Corp. Virginia Beach, VA 192
Lake Brandt Southeast Mortgage & Investment Corp. Greensboro, NC 284
Lake of the Woods Southeast Mortgage & Investment Corp. Atlanta, GA 216
Morganton Place Southeast Mortgage & Investment Corp. Fayetteville, NC 280
Northwinds Carolina Residential Income Properties, LLC Greensboro, NC 232
Ramsgate Carolina Residential Income Properties, LLC Chapel Hill, NC 188
Rivergate Rivergate Apartments, Inc. Columbia, SC 316
South Hills Carolina Residential Income Properties, LLC Charlotte, NC 144
Stonesthrow Carolina Residential Income Properties, LLC Greenville, SC 388
The Village at Cliffdale The Village at Cliffdale, LLC Fayetteville, NC 356
Westgate Spartanburg Multi-Family Associates Spartanburg, SC 122
Westwinds Carolina Residential Income Properties, LLC Greensboro, NC 276
Woodberry Carolina Residential Income Properties, LLC Asheville, NC 168
-----
4,508
=====
(2) Summary of Significant Accounting Policies
Revenue and Expense Recognition
The accompanying combined statements of rental operations have been
prepared using the accrual method of accounting. Certain expenses such
as depreciation, amortization, income taxes and mortgage interest
expense 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.
- -Continued-
7
THE PROPERTIES
Notes to the Combined Statements of Rental Operations
Six Months Ended June 30, 1996 (Unaudited) and
Year Ended December 31, 1995 (Audited)
(2) Summary of Significant Accounting Policies (Continued)
Repairs and Maintenance
Repairs and maintenance costs were expensed as incurred, while
significant improvements, renovations and replacements were capitalized.
Use of Estimates
The preparation of financial statements in conformity with generally
accepted accounting principles requires management to make estimates and
assumptions that affect the amounts of assets and liabilities and the
disclosure of contingent assets and liabilities at the date of the
financial statements and the reported amounts of revenues and expenses
during the reporting period. Actual results could differ from those
estimates.
(3) Related Party Transactions
Property management services were provided through an affiliate of the
Properties. Fees for such services are 5% of effective gross rental
income of those Properties. For the six months ended June 30, 1996 and
for the year ended December 31, 1995, management fees were $636,789 and
$1,097,089, respectively. Lawn and grounds maintenance and certain
repair and maintenance services were provided by an affiliate of the
Properties. Amounts paid for such services were $377,794 and $887,902
for the six months ended June 30, 1996 and for the year ended December
31, 1995, respectively.
8
UNITED DOMINION REALTY TRUST, INC.
CONSOLIDATED PRO FORMA FINANCIAL STATEMENTS
(UNAUDITED)
The following consolidated pro forma balance sheet at June 30, 1996
gives effect to the acquisition by the Company of the 18 apartment communities
included in the Southeast Portfolio and other acquisitions made during 1995. The
18 apartment communities were purchased from various affiliated real estate
entities.
The following consolidated pro forma statements of operations for the
year ended December 31, 1995 and for the six months ended June 30, 1996 assume
the acquisition of the Southeast Portfolio and other acquisitions made during
1995 as if they had occurred at the beginning of each period presented.
The consolidated pro forma statements have been prepared by the
management of the Company. The consolidated pro forma statements of operations
may not be indicative of the results that would have occurred had the
acquisitions been completed on the dates indicated. Also, they are not
necessarily indicative of future results. The consolidated pro forma financial
statements should be read in conjunction with the Company's audited consolidated
financial statements for the year ended December 31, 1995 (included in the
Company's Form 10-K for the year ended December 31, 1995) and its unaudited
consolidated financial statements as of June 30, 1996 and for the six months
then ended (included in the Company's Form 10-Q for the period ended June 30,
1996) and the accompanying notes thereto.
9
UNITED DOMINION REALTY TRUST, INC.
CONSOLIDATED PRO FORMA BALANCE SHEET
JUNE 30, 1996
(Unaudited)
(In thousands, except share data)
SOUTHEAST
PORTFOLIO PRO
HISTORICAL (1) ACQUISITION FORMA
-------------- ------------ ----------
Assets
Real estate held for investment: $1,238,045 $182,641 (2) $1,420,686
Less accumulated depreciation 146,988 146,988
---------- ------------ ----------
1,091,057 182,641 1,273,698
Real estate held for disposition 48,710 48,710
Cash and cash equivalents 7,592 7,592
Other assets 23,560 23,560
---------- ------------- -----------
$1,170,919 $182,641 $1,353,560
========== ============= ===========
Liabilities and shareholders' equity
Mortgage notes payable $195,017 $109,819 (3) $304,836
7 1/4% Notes due April 1, 1999 75,000 75,000
8 1/2% debentures due September 15, 2024 150,000 150,000
Other notes payable 197,118 50,144 (4) 247,262
Distributions payable to shareholders 13,621 13,621
Accounts payable, accrued expenses and other 30,315 30,315
---------- ------------- -----------
661,071 159,963 821,034
Minority interest of unitholders in Operating Partnership 2,007 2,007
Shareholders' equity:
Preferred stock, no par value; 25,000,000 shares authorized:
9 1/4% Series A Cumulative Redeemable Preferred Stock (liquidation
preference of $25 per share), 4,200,000 shares
issued and outstanding 105,000 105,000
Common stock, $1 par value; 100,000,000 shares authorized
56,745,450 shares issued and outstanding (58,425,920 in pro forma) 56,745 1,680 (5) 58,425
Additional paid in capital 485,408 20,998 (6) 506,406
Notes receivable from officer shareholders (6,024) (6,024)
Distributions in excess of earnings (134,628) (134,628)
Unrealized gain on securities available-for-sale 1,340 1,340
---------- ------------- -----------
Total shareholders' equity 507,841 22,678 530,519
---------- ------------- -----------
$1,170,919 $182,641 $1,353,560
========== ============= ===========
See accompanying notes.
10
UNITED DOMINION REALTY TRUST, INC.
NOTES TO CONSOLIDATED PRO FORMA BALANCE SHEET
AS OF JUNE 30, 1996
(UNAUDITED)
Basis of Presentation
The accompanying consolidated pro forma balance sheet assumes the completion, as
of June 30, 1996, of: (i) the acquisition of a portfolio of 18 apartment
communities, containing 4,508 apartment homes, for an aggregate purchase price
of approximately $182.6 million, including closing costs, (ii) additional
borrowings under bank lines of credit of approximately $25.1 million, (iv) the
assumption of secured debt encumbering the properties in the aggregate amount of
approximately $109.8 million, (v) Seller financing of approximately $25.0
million and (vii) issuance of approximately 1.7 million shares of the Company's
common stock valued at $22.7 million.
(1) Represents the Company's Historical Consolidated Balance Sheet contained
in its Quarterly Report on Form 10-Q for the quarter ended June 30,
1996.
(2) Represents the purchase price of $182.6 million, including closing
costs, for the 18 properties acquired in the Southeast Portfolio.
(3) Represents the assumption of mortgage notes payable and secured senior
credit facilities in connection with the acquisition of the Southeast
Portfolio. Four of the mortgage notes payable encumber specific
properties and seven of the notes are senior credit facilities which are
cross-collateralized by various properties as follows:
Specific Mortgage or Construction Notes Payable:
Loan Interest
Property Name Amount Rate
Cape Harbor* $ 9,500,000 6.531% (Variable-LIBOR + 1%)
The Village at Cliffdale 10,509,232 7.875%
Rivergate 9,837,246 8.000%
Morganton Place 8,739,750 6.531% (Variable-LIBOR + 1%)
------------
$ 38,586,228
============
*Construction Note Payable
Cross-Collateralize Secured Notes Payable:
Loan Interest
Lender Amount Rate
Wachovia Bank** $ 10,000,000 7.14% (a)
Wachovia Bank** 5,000,000 6.98% (a)
Wachovia Bank** 25,000,000 6.53% (Variable-LIBOR +1%)
First Union National Bank*** 20,000,000 7.75% (a)
First Union National Bank*** 5,000,000 7.38% (a)
First Union National Bank*** 5,000,000 7.50% (a)
First Union National Bank*** 1,232,805 6.61% (Variable-LIBOR +1.18%)
------------
$ 71,232,805
============
Total Mortgage Notes Payable $109,819,033
============
11
** The Wachovia Bank senior credit facility is secured by the following
six properties contained in the Southeast Portfolio: Stonesthrow
Apartments, South Hills Apartments, Woodberry Apartments, Northwinds
Apartments, Westwinds Apartments and Ramsgate Apartments. For purposes
of this Form 8- K, LIBOR is assumed to be 5.53% which represents the 3
month LIBOR on August 15, 1996, the date of the acquisition.
*** The First Union National Bank senior credit facility is secured by
the following seven properties contained in the Southeast Portfolio:
Lake of the Woods Apartments, Chateau Village Apartments, Lake Brandt
Apartments, Deerwood Crossing Apartments, Dutch Village Apartments,
Cumberland Trace Apartments and Kings Arms Apartments. For purposes of
this Form 8- K, LIBOR is assumed to be 5.43% which represents the 1
month LIBOR on August 15, 1996, the date of the acquisition.
(a) The Company assumed five interest rate swap agreements in connection
with the acquisition of the Southeast Portfolio. There are two interest
rate swap agreements with Wachovia Bank in the aggregate notional amount
of $15 million and three interest rate swap agreements with First Union
National Bank in the aggregate notional amount of $30 million which
involve the exchange of fixed and variable-rate interest payments
without the exchange of the underlying principal amounts. Under the
five swap agreements, the Company pays a fixed-rate of interest on the
notional amounts and receives a variable-rate on the notional amounts.
The interest rate swap agreements effectively change the Company's
interest rate exposure from a variable-rate to a weighted average
fixed-rate of 7.46%. The effective fixed interest rates that the
Company swapped into are used for the interest expense calculations in
this Form 8-K.
(4) Represents other notes payable assumed or borrowed by the Company as
follows: (i) additional bank line borrowings by the Company of $25.1
million at a weighted average interest rate of 6.01% (represents the
Company's market interest rate for short-term bank borrowings in effect
at the time of the acquisition of the Southeast Portfolio) and (ii) the
issuance of an unsecured note in the amount of $25.0 million bearing
interest of 7.10% to the Seller of the Southeast Portfolio.
(5) Represents the issuance of 1,679,840 shares of the Company's common
stock ($1 par value) to the Seller of the Southeast Portfolio valued at
$13.50 per share (the closing sales price of the Company's common stock
on the date of the acquisition) for total consideration of $22.7
million.
(6) Represents the value of the consideration for the shares issued to the
Seller of the Southeast Portfolio attributable to additional
paid-in-capital (excess over par value of $1).
12
UNITED DOMINION REALTY TRUST, INC.
CONSOLIDATED PRO FORMA STATEMENT OF OPERATIONS
For the Twelve Months Ended December 31, 1995
(Unaudited)
(In thousands of dollars, except per share data)
ACQUISITIONS
PREVIOUSLY
REPORTED ON JUNE 30, 1995 AND
FORM 8-K DATED DECEMBER 28, 1995
JUNE 30, 1995 AND ACQUISITIONS
FORM 8-K DATED PRO FORMA
HISTORICAL (1) DECEMBER 28, 1995 (2) ADJUSTMENTS (3)
-------------- --------------------- -----------------
Income
Rental Income $195,240 $6,519 $1,045
Interest and other income 1,692 (269)(4)
------------- -------------------- -----------------
196,932 6,519 776
Expenses
Rental Expenses
Utilities 14,464 430 64
Repairs & maintenance 30,374 895 98
Real estate taxes 14,058 504 67
Property management 5,300 284 (25)(5)
Other operating expenses 17,446 844 106
Depreciation of real estate owned 38,939 1,088 (6)
Interest 40,646 532 (7)
General and administrative 4,865
Other depreciation and amortization 1,103
Other expenses:
Impairment loss on real estate
held for disposition 1,700
------------- -------------------- -----------------
168,895 2,957 1,930
------------- -------------------- -----------------
Income before gains (losses) on sales of investments 28,037 3,562 (1,154)
and extraordinary item
Gains (losses) on sales of investments 5,090
------------- -------------------- -----------------
Net income 33,127 3,562 (1,154)
Dividends to preferred shareholders 6,637 2,599 (8)
------------- -------------------- -----------------
Net income available to common shareholders $26,490 $3,562 ($3,753)
============= ==================== =================
Net income per common share $0.50
=============
Distributions declared per common share $0.90
=============
Weighted average number of common shares outstanding 52,781
NON-DEVELOPMENT
NON-DEVELOPMENT PROPERTIES
PROPERTIES SOUTHEAST
PRO FORMA SOUTHEAST SOUTH HILLS PORTFOLIO
BEFORE 1996 PORTFOLIO PRO FORMA PRO FORMA
ACQUISITIONS ACQUISITION (9) ADJUSTMENTS (11) ADJUSTMENTS
-------------- ---------------- ---------------- ---------------
Income
Rental Income $202,804 $17,539 $52
Interest and other income 1,423
-------------- ---------------- ---------------- ---------------
204,227 17,539 52 0
Expenses
Rental Expenses
Utilities 14,958 1,311 4
Repairs & maintenance 31,367 2,632 13
Real estate taxes 14,629 1,303 5
Property management 5,559 866 3 ($436)(12)
Other operating expenses 18,396 1,353 9 96 (13)
Depreciation of real estate owned 40,027 3,780 (14)
Interest 41,178 7,362 (15)
General and administrative 4,865
Other depreciation and amortization 1,103
Other expenses:
Impairment loss on real estate held
for disposition 1,700
-------------- ---------------- ---------------- ---------------
173,782 7,465 34 10,802
-------------- ---------------- ---------------- ---------------
Income before gains (losses) on sales of investments 30,445 10,074 18 (10,802)
and extraordinary item
Gains (losses) on sales of investments 5,090
-------------- ---------------- ---------------- ---------------
Net income 35,535 10,074 18 (10,802)
Dividends to preferred shareholders 9,236
-------------- ---------------- ---------------- ---------------
Net income available to common shareholders $26,299 $10,074 $18 ($10,802)
============== ================ ================ ===============
Net income per common share $0.50
==============
Distributions declared per common share $0.90
==============
Weighted average number of common shares outstanding 52,781 934 (16)
DEVELOPMENT
DEVELOPMENT PROPERTIES
PROPERTIES SOUTHEAST
SOUTHEAST PORTFOLIO
PORTFOLIO PRO FORMA PRO
ACQUISITION (10) ADJUSTMENTS FORMA
---------------- ------------ --------------
Income
Rental Income $5,011 $225,406
Interest and other income 1,423
--------------- ------------ --------------
5,011 0 226,829
Expenses
Rental Expenses
Utilities 319 16,592
Repairs & maintenance 447 34,459
Real estate taxes 325 16,262
Property management 231 ($108)(17) 6,115
Other operating expenses 542 26 (18) 20,422
Depreciation of real estate owned 1,421 (19) 45,228
Interest 2,447 (20) 50,987
General and administrative 4,865
Other depreciation and amortization 1,103
Other expenses: 0
Impairment loss on real estate held
for disposition 1,700
--------------- ------------ --------------
1,864 3,786 197,733
--------------- ------------ --------------
Income before gains (losses) on sales of investments and 3,147 (3,786) 29,096
extraordinary item
Gains (losses) on sales of investments 5,090
--------------- ------------ --------------
Net income 3,147 (3,786) 34,186
Dividends to preferred shareholders 9,236
Net income available to common shareholders $3,147 ($3,786) $24,950
=============== ============ ==============
Net income per common share $0.46
==============
Distributions declared per common share $0.90
==============
Weighted average number of common shares outstanding 441 (21) 54,156
See accompanying notes.
13
UNITED DOMINION REALTY TRUST, INC.
CONSOLIDATED PRO FORMA STATEMENT OF OPERATIONS
For the Six Months Ended June 30, 1996
(UNAUDITED)
(In thousands of dollars, except per share data)
NON-DEVELOPMENT
NON-DEVELOPMENT PROPERTIES
PROPERTIES SOUTHEAST
SOUTHEAST PORTFOLIO
PORTFOLIO PRO FORMA
HISTORICAL (1) ACQUISITION (9) ADJUSTMENTS
----------------- --------------- ------------
Income
Rental Income $112,036 $9,160
Interest and other income 795
----------------- --------------- ------------
112,831 9,160 0
Expenses
Rental expenses:
Utilities 8,385 662
Repairs & maintenance 19,136 1,146
Real estate taxes 8,189 651
Property management 2,748 452 ($228)(12)
Other operating expenses 10,453 699 48 (13)
Depreciation of real estate owned 21,365 1,880 (14)
Interest 21,883 3,661 (15)
General and administrative 2,932
Other depreciation and amortization 560
Impairment loss on real estate held for disposition 290
----------------- --------------- ------------
95,941 3,610 5,361
Income before gains (losses) on sales of investments and 16,890 5,550 (5,361)
minority interest of unitholders in Operating Partnership
Gains (losses) on sales of investments 836
Minority interest of unitholders in Operating Partnership (1)
----------------- --------------- ------------
Net income 17,725 5,550 (5,361)
Dividends to preferred shareholders 4,856
----------------- --------------- ------------
Net income available to common shareholders $12,869 $5,550 ($5,361)
================= =============== ============
Net income per common share $0.23
=================
Distributions declared per common share $0.48
=================
Weighted average number of common shares outstanding 56,566 934 (16)
DEVELOPMENT
DEVELOPMENT PROPERTIES
PROPERTIES SOUTHEAST
SOUTHEAST PORTFOLIO
PORTFOLIO PRO FORMA PRO
ACQUISITION (10) ADJUSTMENTS FORMA
------------- ------------ ---------
Income
Rental Income $3,757 $124,953
Interest and other income 795
------------- ------------ ---------
3,757 0 125,748
Expenses
Rental expenses:
Utilities 219 9,266
Repairs & maintenance 316 20,598
Real estate taxes 321 9,161
Property management 184 ($92)(17) 3,064
Other operating expenses 266 18 (18) 11,484
Depreciation of real estate owned 1,022 (19) 24,267
Interest 1,729 (20) 27,273
General and administrative 2,932
Other depreciation and amortization 560
Impairment loss on real estate held for disposition 290
------------- ------------ ---------
1,306 2,677 108,895
Income before gains (losses) on sales of investments and 2,451 (2,677) 16,853
minority interest of unitholders in Operating Partnership
Gains (losses) on sales of investments 836
Minority interest of unitholders in Operating Partnership (1)
------------- ------------ ---------
Net income 2,451 (2,677) 17,688
Dividends to preferred shareholders 4,856
============= ============ =========
Net income available to common shareholders $2,451 ($2,677) $12,832
============= ============ =========
Net income per common share $0.22
=========
Distributions declared per common share $0.48
=========
Weighted average number of common shares outstanding 588 (21) 58,088
See accompanying notes.
14
UNITED DOMINION REALTY TRUST, INC.
NOTES TO CONSOLIDATED PRO FORMA STATEMENTS OF OPERATIONS
FOR THE SIX MONTHS ENDED JUNE 30, 1996 AND
THE YEAR ENDED DECEMBER 31, 1995
(UNAUDITED)
Basis of Presentation
For presentation purposes in the consolidated pro forma statements of operations
on this Form 8-K, the Southeast Portfolio has been segregated into two
components, the development properties and the non-development properties. There
are 14 properties containing 3,196 units which are considered non-development
properties and 4 properties containing 1,312 units which are considered
development properties. The 14 non-development properties were built prior to
1995 and the four development properties had completed units available for
occupancy at various times during 1995 and 1996. For each of the periods
presented, the pro forma adjustments for the four development properties are
determined based upon the weighted average balance of the purchase price
outstanding. The weighted average balance of the purchase price outstanding was
calculated by assuming the properties were financed and acquired by the Company
on the dates on which certificates of occupancy were obtained for each unit
during 1995 and 1996.
The accompanying consolidated pro forma statements of operations assume the
following events occurred on the first day of each reporting period presented:
(i) the acquisition of four apartment communities previously reported on Form
8-K dated December 28, 1995, and (ii) the acquisition of nine apartment
communities previously reported on Form 8-K dated June 30, 1995. For 1995, in
connection with the acquisitions previously described, the pro forma statements
of operations include the April 24, 1995, sale of 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 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 twelve months ended December
31, 1995. In addition, the consolidated pro forma statements of operations
assumes the acquisition of the 14 non-development apartment communities
contained in the Southeast Portfolio as if it had occurred on the first day of
each reporting period presented. The pro forma statements of operations include
the effect of debt and equity incurred in connection with the acquisition of the
14 non-development apartment communities contained in the Southeast Portfolio
which includes: (i) bank lines of credit of approximately $14.0 million with a
weighted average interest rate of 6.01% (the Company's market interest rate on
short-term bank borrowings in effect at the time of the acquisition), (ii) the
assumption of secured debt encumbering the properties in the aggregate amount of
approximately $75.2 million with a weighted average interest rate of 7.30%,
(iii) Seller financing of approximately $13.9 million bearing interest of 7.10%,
and (iv) the issuance of approximately 934,000 newly issued shares of the
Company's common stock valued at $13.50 per share for total consideration of
$12.6 million. The consolidated pro forma statements of operations also assume
the acquisition of the four development apartment communities contained in the
Southeast Portfolio. The pro forma statements of operations include the effect
of debt and equity incurred in connection with the acquisition of the four
development apartment communities contained in the Southeast Portfolio which
includes: (i) bank lines of credit of approximately $11.2 million with a
weighted average interest rate of 6.01% (the Company's market interest rate on
short-term bank borrowings in effect at the time of the acquisition), (ii) the
assumption of secured debt encumbering the properties in the aggregate amount of
approximately $34.6 million with a weighted average interest rate of 6.59%,
(iii) Seller financing of approximately $11.1 million bearing interest of 7.10%
and (iv) the issuance of approximately 746,000 newly issued shares of the
Company's common stock valued at $13.50 per share for total consideration of
$10.1 million.
15
The unaudited pro forma statements of operations are not necessarily indicative
of what the Company's results would have been for the six months ended June 30,
1996 and for the year ended December 31, 1995 if the acquisitions had been
consummated at the beginning of each period presented, nor do they purport to be
indicative of the results of operations or financial position in future periods.
(1) Represents the Company's Historical Statements of Operations contained
in its Quarterly Report on Form 10-Q for the six months ended June 30,
1996 and its Annual Report on Form 10-K for the year ended December 31,
1995.
(2) Amounts appearing under the column entitled "Acquisitions Previously
Reported on Form 8-K dated June 30, 1995 and Form 8-K dated December 28,
1995" give effect to significant acquisitions that have been previously
reported to the Securities and Exchange Commission by the Company on
Form 8-K dated June 30, 1995 and Form 8-K dated December 28, 1995. A
reconciliation of net income for the twelve months ended December 31,
1995 is as follows:
Net Income
Filing to Update Twelve Months
8-K Filed 8-K (In thousands)
--------- ----------------------- ---------------
June 30, 1995 N/A $ 1,821
December 28, 1995 8-K/A 1,741
-----
$ 3,562
=====
(3) 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 Company 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
unaudited combined statements of rental operations were for the stub
period January 1, 1995 to March 31, 1995.
(4) Reflects the reduction of interest income associated with the use of
short-term investments to acquire 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
=========== ==========
(5) Reflects the net reduction in property management fees for the
Acquisitions Previously Reported on Form 8-K dated June 30, 1995 and
Form 8-K dated December 28, 1995. The Company internally managed its
apartment portfolio at a then assumed cost of approximately 3.5% of
rental income (based on 1994 actual information). 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. As documented
in Notes 12 and 17, based upon 1995 actual information, the Company
internally managed its apartment properties at an assumed cost of
approximately 2.5% of rental income. The decrease in the management fee
from 3.5% in 1994 to 2.5% in 1995 was a result of the economies of scale
and efficiencies the Company achieved due to the significant growth
experienced by the Company during this same time.
16
(6) Reflects the net adjustments to depreciation expense to record the
Acquisitions Previously Reported on Form 8-K dated June 30, 1995 and
December 28, 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 over 15 years based upon the initial
cost of the Acquisitions Previously Reported on Form 8-K dated June 30,
1995 of $65.7 million and Acquisitions Previously Reported on Form 8-K
dated December 31, 1995 of $32.9 million. The allocation and estimated
useful lives are as follows:
Acquisitions Previously Reported on Form 8-K dated June 30, 1995:
Estimated Twelve Month
Allocation of Useful Life Depreciation
Purchase Price In Years Adjustment**
Building $ 50,495,338 35 $ 492,931
Other Improvements 2,916,939 15 66,441
Land 12,292,524 N\A --
---------- --------
$ 65,704,801 $ 559,372
============ =========
** The Acquisitions Previously Reported on Form 8-K Dated June 30, 1995
were purchased by the Company on May 4, 1995, as such, the depreciation
adjustment for the twelve months ended December 31, 1995 is computed for
the 123 day period (out of 360 days) the properties were not owned by
the Company.
Acquisitions Previously Reported on Form 8-K dated December 28, 1995:
Estimated Twelve Month
Allocation of Useful Life Depreciation
Purchase Price In Years Adjustment**
Building $ 25,438,503 35 $ 442,549
Other Improvements 2,138,662 15 86,814
Land 5,290,780 N\A --
------------ -----------
$ 32,867,945 $ 529,363
============ ===========
Total $ 98,572,746 $ 1,088,735
============ ===========
** The Acquisitions Previously reported on Form 8-K Dated December 28, 1995
were purchased by the Company 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 Company. The weighted average number of days the properties were not
owned by the Company during 1995 was 219.20 days (out of 360 days).
(7) Reflects the additional interest expense associated with the
Acquisitions Previously Reported on Form 8-K dated December 28, 1995 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, (ii) the assumption
of a fixed-rate 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
Amount Interest Interest
Property Type of Debt Debt Rate Adjustment**
-------- ------------ ------------ -------- ------------
Marble Hill Bank Debt $ 2,629,662 6.48% $ 126,517
Marble Hill Mortgage Debt 3,344,066 7.60% 188,697
Andover Place Bank Debt 46,284 6.48% 2,227
Andover Place Tax-Exempt Bonds 5,620,000 5.14% 214,475
------------- -------- ---------
$ 11,640,012 $ 531,916
============= =========
17
** For the twelve months ended December 31, 1995, the interest expense
adjustment is for 271 days (based on a 365 day year) as the properties
were purchased on September 28, 1995.
(8) Reflects the adjustment to net income to record dividends paid to
preferred shareholders on 3,598,001 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 twelve months ended December 31, 1995.
(9) Represents the actual results of operations for the 14 properties
containing 3,196 units which are considered non-development properties.
A reconciliation of the net income of the development and non-
development properties to the audited combined results of operations for
the twelve months ended December 31, 1995 and the unaudited combined
results of operations for the six months ended June 30, 1996, as
appearing in the report elsewhere herein is as follows:
Net Income Net Income
Twelve Months Six Months
Properties (In 000's) (In 000's)
---------- ---------------- ----------
Development Properties $ 3,147 $ 2,451
Non-Developmement Properties 10,074 5,550
------ -----
$ 13,221 $ 8,001
====== =====
(10) Represents the actual results of operations for the 4 properties
containing 1,312 units which are considered development properties. See
Note 9 above.
(11) Represents operations of South Hills Apartments for the 29 day period
from January 1, 1995 to January 29, 1995, which represents the period
not owned by the Sellers of the Southeast Portfolio during 1995 (based
on the unaudited operating statement of the property for the stub period
January 30, 1995 to December 31, 1995).
(12) Reflects the net decrease in property management fees for the
non-development properties. The Company internally manages its apartment
properties at an assumed cost of approximately 2.5% of rental income
(based upon 1995 actual information). 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) Represents the net increase in insurance expense to reflect that the
Company insures its apartments for approximately $29.97 per unit more
than the historical insurance expense of the 3,196 apartment units for
the the non-development properties contained in Southeast Portfolio (the
six months ended June 30, 1996, includes a pro forma adjustment for 182
out of 366 days).
(14) Reflects the net adjustments to depreciation expense to record the
non-development properties in the Southeast Portfolio acquisition at the
beginning of each period presented. Depreciation is computed on a
straight-line basis over the useful lives of the related assets based
upon the actual purchase price allocation of the Southeast Portfolio.
Buildings have been depreciated over 35 years and other improvements
over a weighted average life of 7.1622 years based upon the initial cost
of the non-development properties in the Southeast Portfolio of $115.7
million. The allocation and useful lives are as follows for the non-
development properties:
Twelve Months Six Months
Allocation of Useful Life Depreciation Depreciation
Purchase Price In Years Adjustment** Adjustment**
Building $ 96,637,354 35 $ 2,761,067 $ 1,372,990
Other Improvements 7,296,003 7.1622 1,018,681 506,557
Land 11,739,024 N\A - --
---------- ----------- -----------
$115,672,381 $ 3,779,748 $ 1,879,547
============ =========== ===========
18
** The six months ended June 30, 1996, includes a pro forma adjustment for
182 out of 366 days. The twelve months ended December 31, 1995 includes
a pro forma adjustment for the full year.
(15) Reflects the additional interest expense associated with the acquisition
of the non-development properties contained in the Southeast Portfolio
as follows: (i) variable-rate bank debt aggregating $14.0 million used
to fund the acquisition at assumed interest rates equal to market rates
in effect at the time of the acquisition of 6.01%, (ii) the assumption
of secured debt in the amount of $75.2 million which includes two
mortgage notes aggregating $20.3 million and seven cross-collateralized
notes aggregating $54.9 million with a weighted average interest rate of
7.36% (See Note 3 of the Notes to the Consolidated Balance Sheet), and
(iii) the issuance of a fixed-rate $13.9 million note to the Seller of
the Southeast Portfolio bearing interest of 7.10%.
Weighted
Average Twelve Month Six Month
Interest Interest Expense Interest Expense
Type of Debt Amount Rate Adjustment** Adjustment**
------------ ------------ --------- ---------------- ----------------
Bank Lines $ 13,982,880 6.01% $ 840,371 $ 417,889
Secured Debt* 75,175,680 7.362172% 5,534,563 2,752,160
Note to Seller 13,902,591 7.10% 987,084 490,845
------------ --------- ----------- -------------
$103,061,151 $ 7,362,018 $ 3,660,894
============ =========== =============
** The six months ended June 30, 1996, includes a pro forma adjustment for
182 out of 366 days. The twelve months ended December 31, 1995 includes
a pro forma adjustment for the full year.
(16) Represents the issuance of 934,165 shares of the Company's common stock
to the Seller of the Southeast Portfolio at $13.50 per share
attributable to the non-development properties in the Southeast
Portfolio based upon the aggregate allocated purchase price. The shares
are assumed to have been outstanding from the beginning of each period
presented.
(17) Reflects the net decrease in property management fees for the
development properties. The Company internally manages its apartment
properties at an assumed cost of approximately 2.5% of rental income
(based upon 1995 actual information). 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.
(18) Represents the net increase in insurance expense to reflect that the
Company insures its apartments for approximately $29.97 per unit more
than the historical insurance expense of the 1,312 apartment units for
the the development properties contained in Southeast Portfolio. Since
the four development properties were under various stages of
construction during 1995 and 1996, the weighted average number of units
outstanding for both periods presented is used in the calculation of the
insurance expense pro forma adjustment. For the twelve months ended
December 31, 1995, and the six months ended June 30, 1996, the weighted
average number of development units outstanding was 861 and 1,205 (the
six months ended June 30, 1996, includes a pro forma adjustment for 182
out of 366 days), respectively.
(19) Reflects the net adjustments to depreciation expense to record the
development properties in the Southeast Portfolio acquisition at the
beginning of each period presented. Depreciation is computed on a
straight-line basis over the useful lives of the related assets based
upon the actual purchase price allocations of the Southeast Portfolio.
Buildings have been depreciated over 35 years and other improvements
over a weighted average life of 6.7 years based upon the initial cost of
the development properties in the Southeast Portfolio of $67.0 million.
The allocation and useful lives are as follows for the development
properties:
19
For the twelve months ended December 31, 1995:
Weighted Average Twelve Months
Allocation of Allocation of Useful Life Depreciation
Purchase Price Purchase Price* In Years Adjustment** *
-------------- ----------------- ----------- ---------------
Building $ 57,967,420 $37,151,197 35 $ 1,061,463
Other Improvements 4,048,512 2,408,985 6.7 359,550
Land 4,952,938 2,938,969 N\A --
------------ ----------- -----------
$ 66,968,870 $42,499,151 $ 1,421,013
============ =========== ===========
For the six months ended June 30, 1996:
Weighted Average Six Months
Allocation of Allocation of Useful Life Depreciation
Purchase Price Purchase Price* In Years Adjustment***
-------------- --------------- ----------- -------------
Building $ 57,967,420 $52,946,714 35 $ 752,248
Other Improvements 4,048,512 3,629,722 6.7 269,395
Land 4,952,938 4,460,373 N\A --
------------ ----------- ----------
$ 66,968,870 $61,036,809 $ 1,021,643
============ =========== ===========
** Since the four development properties were under various stages of
construction during 1995 and 1996, the weighted average balance of the
purchase price outstanding for both periods presented is used in the
calculation for the depreciation expense pro forma adjustment.
*** The six months ended June 30, 1996, includes a pro forma adjustment for
182 out of 366 days. The twelve months ended December 31, 1995 includes
a pro forma adjustment for the full year.
(20) Reflects the additional interest expense associated with the acquisition
of the development properties contained in the Southeast Portfolio as
follows: (i) additional bank debt aggregating $11.2 million used to fund
the acquisition at assumed interest rates equal to market rates in
effect at the time of the acquisition of 6.01%, (ii) the assumption of
various secured debt aggregating $34.6 million bearing a weighted
average interest rate of 6.76% which includes one mortgage note, one
construction note and seven cross-collateralized notes (See Note 3 of
the Notes to the Consolidated Balance Sheet) and (iii) the issuance of a
fixed-rate $11.1 million note to the Seller of the Southeast Portfolio
bearing interest of 7.10%.
For the twelve months ended December 31, 1995:
Twelve Months
Development Weighted Average Weighted Average Interest Expense
Property Total Debt Debt Outstanding Interest Rate Adjustment** *
--------------- ------------ ---------------- ---------------- ----------------
Morganton Place $ 12,386,796 $ 11,264,470 6.537781% $ 736,446
Lake Brandt 12,000,041 7,495,453 7.016978% 525,954
Cape Harbor 16,733,447 2,868,373 6.540838% 187,616
Stonesthrow 15,781,975 14,919,438 6.684529% 997,294
------------- ------------ ------------
$ 56,902,259 $ 36,547,734 $ 2,447,310
============= ============ ============
For the six months ended June 30, 1996:
Development Weighted Average Weighted Average Interest Expense
Property Total Debt Debt Outstanding Interest Rate Adjustment** *
----------- ---------- ---------------- ---------------- ---------------
Morganton Place $ 12,386,796 $ 12,386,796 6.537781% 402,698
Lake Brandt 12,000,041 12,000,041 7.016978% 418,719
Cape Harbor 16,733,447 11,771,643 6.540838% 382,878
Stonesthrow 15,781,975 15,781,975 6.684529% 524,593
------------ ------------- -------------
$ 56,902,259 $ 51,940,455 $ 1,728,888
============ ============= =============
** Since the four development properties were under various stages of
construction during 1995 and 1996, the interest expense pro forma
adjustment is based on the weighted average amount of debt outstanding
as determined by the weighted average balance of the purchase price
outstanding during each of the periods presented. For the six months
ended June 30, 1996, the interest expense adjustment is calculated on
182 out of 366 days.
20
(21) Represents the issuance of 745,675 shares of the Company's common stock
to the Seller of the Southeast Portfolio at $13.50 per share
attributable to the development properties in the Southeast Portfolio
based on the aggregate allocated purchase price. The shares are assumed
to have been issued and outstanding from the earlier of the beginning of
each period presented or the date on which certificates of occupancy
were granted for each unit contained in the development properties. For
the twelve months ended December 31, 1995 and the six months ended June
30, 1996, based upon the weighted average balance of the purchase price
outstanding during 1995 and 1996, the weighted average days the stock is
assumed to have been outstanding is 215.79 (out of 365 days) and 143.55
(out of 182 days), respectively.
21
Signatures
Pursuant to the requirements of the Securities and 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: August 30, 1996 /s/ James Dolphin
--------------------- ------------------------------------
James Dolphin, Senior Vice President
Chief Financial Officer
Date: August 30, 1996 /s/ Jerry A. Davis
--------------------- ------------------------------
Jerry A. Davis, Vice President
Corporate Controller
22