-----BEGIN PRIVACY-ENHANCED MESSAGE----- Proc-Type: 2001,MIC-CLEAR Originator-Name: keymaster@town.hall.org Originator-Key-Asymmetric: MFkwCgYEVQgBAQICAgADSwAwSAJBALeWW4xDV4i7+b6+UyPn5RtObb1cJ7VkACDq pKb9/DClgTKIm08lCfoilvi9Wl4SODbR1+1waHhiGmeZO8OdgLUCAwEAAQ== MIC-Info: RSA-MD5,RSA, oF8vs1CTjIYVybdZFjl9PyDzIIlT4OgalD4EyJpBwTE6alrBpX/FnNBuhDNlnhz3 nFKNe995wXJouYCEdDeqxw== 0000916641-94-000067.txt : 19940729 0000916641-94-000067.hdr.sgml : 19940729 ACCESSION NUMBER: 0000916641-94-000067 CONFORMED SUBMISSION TYPE: 8-K/A PUBLIC DOCUMENT COUNT: 2 CONFORMED PERIOD OF REPORT: 19940726 ITEM INFORMATION: Financial statements and exhibits FILED AS OF DATE: 19940728 FILER: COMPANY DATA: COMPANY CONFORMED NAME: UNITED DOMINION REALTY TRUST INC CENTRAL INDEX KEY: 0000074208 STANDARD INDUSTRIAL CLASSIFICATION: 6798 IRS NUMBER: 540857512 STATE OF INCORPORATION: VA FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: 8-K/A SEC ACT: 1934 Act SEC FILE NUMBER: 001-10524 FILM NUMBER: 94540393 BUSINESS ADDRESS: STREET 1: 10 S 6TH ST STE 203 CITY: RICHMOND STATE: VA ZIP: 23219-3802 BUSINESS PHONE: 8047802691 MAIL ADDRESS: STREET 1: 10 SOUTH SIXTH STREET STREET 2: SUITE 203 CITY: RICHMOND STATE: VA ZIP: 23219-3802 FORMER COMPANY: FORMER CONFORMED NAME: OLD DOMINION REAL ESTATE INVESTMENT TRUST DATE OF NAME CHANGE: 19850110 FORMER COMPANY: FORMER CONFORMED NAME: OLD DOMINION REIT ONE DATE OF NAME CHANGE: 19770921 FORMER COMPANY: FORMER CONFORMED NAME: OLD DOMINION REAL ESTATE INVESTMENT TRUS DATE OF NAME CHANGE: 19741216 8-K/A 1 FORM 8-K/A AMENDMENT NO. 1 Form 8-K/A 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. 1 The undersigned registrant hereby amends its Current Report on Form 8-K dated May 17, 1994 by adding the Historical Summary of Revenues and Certain Rental Expenses, the Estimates of Net Income and Funds Generated and the Pro Forma Condensed Financial Statements (Unaudited) and the Notes thereto, as set forth on the pages attached hereto. Item 7. Financial Statements, Pro Forma Financial Information and Exhibits. (a) Financial Statements of Real Estate Properties Acquired (b) Pro Forma Financial Information (c) Exhibits (23) 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 Corporate Controller Date:July 28, 1994 Letterhead of L. P. Martin & Company Independent Auditors' Report To the Owners of Walnut Creek Apartments We have audited the accompanying statement of rental operations (as defined in Note 2) of Walnut Creek Apartments for the year ended December 31, 1993. This financial statement is the responsibility of the management of Walnut Creek 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 Walnut Creek 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 Walnut Creek 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 June 24, 1994 WALNUT CREEK APARTMENTS STATEMENT OF RENTAL OPERATIONS YEAR ENDED DECEMBER 31, 1993 REVENUES FROM RENTAL PROPERTY $ 3,414,826 RENTAL PROPERTY EXPENSES: Real Estate Taxes 249,060 Repairs and Maintenance 423,318 Utilities 148,421 Property Management Fees (Note 3) 137,807 Other Operating Expenses 363,148 TOTAL RENTAL PROPERTY EXPENSES 1,321,754 INCOME FROM RENTAL OPERATIONS $ 2,093,072 The accompanying notes are an integral part of this statement. WALNUT CREEK APARTMENTS NOTES TO THE STATEMENT OF RENTAL OPERATIONS YEAR ENDED DECEMBER 31, 1993 NOTE 1 - BASIS OF PRESENTATION Walnut Creek Apartments (The Property) consists of a 576 unit garden style residential apartment community located in Raleigh, North Carolina, together with the existing leases. The assets that comprise the Property have been held as investments of Linpro North Carolina Apartments I Limited Partnership and Linpro North Carolina Apartments II Limited Partnership, North Carolina limited partnerships (the owners), 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 LCOR Incorporated, an affiliate of the owners of the property. Fees for such services were 4% of gross receipts from operations, as defined in the property management agreement. NOTE 4 - SALE OF PROPERTY The property was sold to United Dominion Realty Trust, Inc. on May 17, 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 PROPERTY ACQUIRED SUMMARY OF REVENUES AND CERTAIN RENTAL EXPENSES FOR THE YEAR ENDED DECEMBER 31, 1993 Rental income $3,414,826 Rental expenses (excluding depreciation): Utilities $148,421 Repairs and maintenance 423,318 Real estate taxes 249,060 Property management 137,807 Other rental expenses 363,148 1,321,754 Excess of revenues over certain rental expenses $2,093,072 CERTAIN PROPERTY ACQUIRED SUMMARY OF REVENUES AND CERTAIN RENTAL EXPENSES FOR THE THREE MONTHS ENDED MARCH 31, 1994 Rental income $ 888,662 Rental expenses (excluding depreciation): Utilities $ 39,686 Repairs and maintenance 113,056 Real estate taxes 63,312 Property management 35,590 Other rental expenses 91,068 342,712 Excess of revenues over certain rental expenses $ 545,950 UNITED DOMINION REALTY TRUST, INC. NOTES TO SUMMARY OF REVENUES AND CERTAIN RENTAL EXPENSES The summaries of revenues and certain rental expenses reflect the operations of Walnut Creek Apartments (the "Property") for the year ended December 31, 1993 based upon the audited statement of rental operations of the property appearing elsewhere herein and for the three month period ended March 31, 1994 based upon the unaudited statements of rental operations of the property through the date on which it was acquired. During 1993 and a portion of 1994, the property was 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, insurance and certain other expenses. In accordance with the regulations of the Securities and Exchange Commission, mortgage interest expenses, 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 property, 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 March 31, 1994 gives effect to the acquisition by the Trust of Walnut Creek Apartments purchased on December 31, 1993 from LINPRO North Carolina Apartment I & II Limited Partnership, a North Carolina limited partnership. The pro forma condensed statements of operations for the year ended December 31, 1993 and the three months ended March 31, 1994 assume the acquisition of the property as if it had occurred on January 1, 1993. The pro forma condensed 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 March 31, 1994 and for the three months then ended (included in the Trust's Form 10-Q for the period ended March 31, 1994) and the accompanying notes. UNITED DOMINION REALTY TRUST, INC. PRO FORMA BALANCE SHEET (UNAUDITED) MARCH 31, 1994 (In thousands, except share data) ACQUISITIONS PREVIOUSLY REPORTED ON FORM 8-K DATED APRIL 15, 1994 AND FORM 8-K PRO FORMA HISTORICAL DATED MAY 26, 1994 (2) ADJUSTMENTS (1) PRO FORMA ASSETS Real estate owned Apartments $532,227 $184,345 $24,888 $741,460 Shopping centers 74,450 74,450 Office and industrial buildings 4,593 4,593 611,270 184,345 24,888 820,503 Less accumulated depreciation 97,150 97,150 514,120 184,345 24,888 723,353 Cash and cash equivalents 10,489 10,489 Other assets 10,993 10,993 $535,602 $184,345 $24,888 $744,835 LIABILITIES AND SHAREHOLDERS' EQUITY Mortgage notes payable $72,660 $11,717 $ -- $84,377 Notes payable 188,101 58,199 24,888 271,188 Accounts payable, accrued expenses and other liabilities 10,631 10,631 Distributions payable to shareholders 8,130 8,130 279,522 69,916 24,888 374,326 Shareholders' equity: Common stock, $1 par value 60,000,000 shares authorized, 41,703,785 shares issued and outstanding (50,183,185 in pro forma) 41,704 8,479 50,183 Additional paid-in capital 302,981 105,950 408,931 Notes receivable from officer shareholders (4,096) (4,096) Distributions in excess of net income (84,509) (84,509) Total shareholders' equity 256,080 114,429 370,509 $535,602 $184,345 $24,888 $744,835
UNITED DOMINION REALTY TRUST, INC. PRO FORMA CONDENSED STATEMENT OF OPERATIONS (UNAUDITED) THREE MONTHS ENDED MARCH 31, 1994 (In thousands, except per share data) ACQUISITIONS PREVIOUSLY REPORTED ON FORM 8-K ACQUISITIONS DATED APRIL 15, 1994 PREVIOUSLY REPORTED PREVIOUSLY AND FORM 8-K ON FORM 8-K PRO FORMA PRO FORMA HISTORICAL DATED MAY 26, 1994 (2) DATED MAY 17, 1994 (3) ADJUSTMENTS ADJUSTMENTS PRO FORMA Income Property operations: Rental income $26,706 $8,693 $889 $36,288 Property expenses: Utilities 2,712 817 40 3,569 Repairs and maintenance 3,716 1,414 113 5,243 Real estate taxes 1,802 632 63 2,497 Property management 921 427 36 (181) (4) 1,203 Other operating expenses 2,234 1,314 91 (139) (5) 3,500 Depreciation of real estate owned 5,706 1,169 (6) 166 (7) 7,041 17,091 4,604 343 849 166 23,053 Income from property operations 9,615 4,089 546 (849) (166) 13,235 Interest income 114 114 9,729 4,089 546 (849) (166) 13,349 Expenses Interest 4,655 1,325 (6) 306 (8) 6,286 General and administrative 1,474 1,474 Other depreciation and amortization 185 185 6,314 0 0 1,325 306 7,945 Income before gains (losses) on investments and extraordinary item 3,415 4,089 546 (2,174) (472) 5,404 Gains (losses) on sale of investments Net income $3,415 $4,089 $546 ($2,174) $(472) $5,404 Earnings per share $ .08 $ .11 Average shares outstanding 41,688 8,479 50,167
UNITED DOMINION REALTY TRUST, INC. PRO FORMA CONDENSED STATEMENT OF OPERATIONS (UNAUDITED) FOR THE YEAR ENDED DECEMBER 31, 1993 (In thousands, except per share data) ACQUISITIONS PREVIOUSLY REPORTED ON FORM 8-K ACQUISITIONS DATED APRIL 15, 1994 PREVIOUSLY REPORTED PREVIOUSLY AND FORM 8-K ON FORM 8-K PRO FORMA PRO FORMA HISTORICAL DATED MAY 26, 1994 (2) DATED MAY 17, 1994 (3) ADJUSTMENTS ADJUSTMENTS PRO FORMA Income Property operations: Rental income $89,084 $35,389 $3,415 $127,888 Property expenses: Utilities 7,838 2,867 148 10,853 Repairs and maintenance 13,950 5,423 423 19,796 Real estate taxes 5,777 2,576 249 8,602 Property management 2,782 1,722 138 3,923 Other operating expenses 7,512 5,401 364 (719) (4) 12,723 Depreciation of real (554) (5) estate owned 19,764 5,372 (6) 663 (7) 25,799 57,623 17,989 1,322 4,099 663 81,696 Income from property operations 31,461 17,400 2,093 (4,099) (663) 46,192 Interest income 708 708 32,169 17,400 2,093 (4,099) (663) 46,900 Expenses Interest 16,938 5,614 (6) 1,225 (8) 23,777 General and administrative 3,349 3,349 Other depreciation and amortization 596 596 20,883 5,614 1,225 27,722 Income before gains on sales ofinvestments and extraordinary items 11,286 17,400 2,093 (9,713) (1,888) 19,178 Gains (losses) on sale of investments (89) (89) Net income $11,197 $17,400 $2,093 $(9,713) ($1,888) $19,089 Earnings per share $ .29 $ .41 Average shares outstanding 38,202 8,479 46,681
UNITED DOMINION REALTY TRUST, INC. NOTES TO PRO FORMA CONDENSED FINANCIAL STATEMENTS (UNAUDITED) 1. To record the purchase of Walnut Creek Apartments, (the "Property"), acquired after March 31, 1994, assuming that the acquisition was financed with unsecured bank borrowings. 2. Amounts appearing under the column entitled "Acquisitions Previously Reported on Form 8-K dated April 15, 1994 and Form 8-K dated May 26, 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 and Form 8-K dated May 26, 1994. The Form 8-K dated May 26, 1994, included the combined audited Statements of Rental Operations for the year ended December 31, 1993 and the combined unaudited Statements of Rental Operations for the three months ended March 31, 1994 for 21 apartment properties which were purchased on July 1, 1994 and 4 apartment properties that will be purchased on August 16, 1994. 3. To record historical results of the property for the year ended December 31, 1993 and the three months ended March 31, 1994 as if the property had been owned throughout each period presented. 4. To record the net decrease in property management fees for the acquisitions previously reported to the Securities and Exchange Commission on Form 8-K dated April 15, 1994 and Form 8-K dated May 26, 1994. The Trust internally manages its apartment properties at a cost of approximately 3% of rental income. 5. To record the net decrease in insurance expense to reflect that the Trust insures its apartments for approximately $107 per unit less than the historical insurance expense of the Portfolio Acquisition previously reported to the Securities and Exchange Commission on Form 8-K dated May 26, 1994. 6. To record depreciation and interest expense on the acquisitions previously reported to the Securities and Exchange Commission on Form 8-K dated April 15, 1994 and Form 8-K dated May 26, 1994. 7. To record depreciation based upon the allocation of the purchase price depreciated over estimated useful lives between 15 and 35 years using the straight line method. 8. To record interest expense on bank debt used to finance the acquisition at assumed interest rates equal to market rates in effect at the time of each respective acquisition. EX-23 2 EXHIBIT 23 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 June 24, 1994, with respect to the statement of rental operations of Walnut Creek 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 May 17, 1994. /s/ L. P. Martin & Company, P. C. L. P. Martin & Company, P.C. Certified Public Accountants June 26, 1994 -----END PRIVACY-ENHANCED MESSAGE-----