-----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, lUWv2j7DELeRaG3cIXRHb7CHHVlfAZi6wBEOTypcJMoEPwxM89lgByTrNCLZ8FMj xQpvSLyzIghqx9DXPNa0Sg== 0000916641-94-000083.txt : 19940901 0000916641-94-000083.hdr.sgml : 19940901 ACCESSION NUMBER: 0000916641-94-000083 CONFORMED SUBMISSION TYPE: 8-K PUBLIC DOCUMENT COUNT: 2 CONFORMED PERIOD OF REPORT: 19940829 ITEM INFORMATION: Other events ITEM INFORMATION: Financial statements and exhibits FILED AS OF DATE: 19940831 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 SEC ACT: 1934 Act SEC FILE NUMBER: 001-10524 FILM NUMBER: 94547541 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 1 FORM 8-K SECURITIES AND EXCHANGE COMMISSION Washington, DC 20549 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 31, 1994 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 changed since last report) ITEM 5. Other Events On July 1, 1994, the Trust closed on 21 properties included in a 25 property portfolio which had been under contract since April 1, 1994. The communities contain 4,390 units and were purchased for $143.7 million, including closing costs, from entities affiliated with Clover Financial Corporation, a New Jersey Corporation (previously reported on Form 8-K dated May 26, 1994). The 21 apartment communities are located in Alabama (2), Delaware (2), Florida (1), Georgia (1), Maryland (2), North Carolina (4), South Carolina (7) and Virginia (2). On August 16, 1994, 3 additional apartment communities included in the portfolio containing 628 units were purchased for $18.8 million, including closing costs. The apartment communities are located in Maryland (2) and South Carolina (1). The remaining property, located in South Carolina, is expected to be purchased on or about November 1, 1994. ITEM 7. Financial Statements, Pro Forma Financial Information and Exhibits Description Location (a) Financial Statements of Businesses Acquired The combined audited statements of rental operations for the 21 apartment properties which were purchased on July 1, 1994, the 3 apartment properties purchased on August 16, 1994 and the one property that will be purchased on or about November 1, 1994, from certain affiliates of Clover Financial Corporation, were filed with the Commission on Form 8-K dated May 26, 1994. (b) Pro Forma Financial Information 4 through 11 (c) Exhibits (99) Computation of Ratio of Earnings to Fixed Charges 12 UNITED DOMINION REALTY TRUST, INC. PRO FORMA BALANCE SHEET JUNE 30, 1994 (UNAUDITED) (IN THOUSANDS OF DOLLARS, EXCEPT SHARE DATA)
ACQUISITIONS PREVIOUSLY REPORTED ON FORM 8-K DATED MAY 26, 1994 (PORTFOLIO PRO HISTORICAL (A) ACQUISITION) FORMA BALANCE SHEET ASSETS Real estate owned Apartments............................................................ $604,436 $164,807(B) $769,243 Shopping centers...................................................... 74,614 74,614 Office and industrial................................................. 4,595 4,595 683,645 164,807 848,452 Less accumulated depreciation......................................... 103,464 103,464 580,181 164,807 744,988 Cash and cash equivalents............................................... 85,994 (80,000)(C) 5,994 Other assets............................................................ 16,252 (6,258)(D) 9,994 $682,427 $78,549 $760,976 LIABILITIES AND SHAREHOLDERS' EQUITY Mortgage notes payable.................................................. $ 95,834 $ 11,696(E) $107,530 Notes payable........................................................... 202,761 59,444(F) 262,205 Accounts payable, accrued expenses and other............................ 11,623 274(G) 11,897 Tenants' deposits and rents paid in advance............................. 3,999 665(G) 4,664 Distributions payable to shareholders................................... 9,744 9,744 323,961 72,079 396,040 Shareholders' equity: Common stock, $1 par value; 60,000,000 shares authorized 49,723,912 shares issued and outstanding (50,203,312 in pro forma).................................................... 49,724 479(H) 50,203 Preferred stock, 25,000,000 shares authorized, no shares outstanding........................................................ -- -- -- Additional paid in capital............................................ 403,109 5,991(H) 409,100 Notes receivable from officer shareholders............................ (4,090) (4,090) Distributions in excess of earnings................................... (90,277) (90,277) Total shareholders equity............................................. 358,466 6,470 364,936 $682,427 $ 78,549 $760,976
2 UNITED DOMINION REALTY TRUST NOTES TO PRO FORMA BALANCE SHEET JUNE 30, 1994 (UNAUDITED) 1. BASIS OF PRESENTATION The accompanying unaudited Pro Forma Balance Sheet assumes the completion as of June 30, 1994, of (i) the sale of 479,400 shares of Common Stock at $14.25 per share on July 15, 1994 (representing the exercise by the underwriters of their over-allotment option related to the June, 1994 public offering of 8,000,000 shares of Common Stock at $14.25), (ii) the acquisition of 21 apartment communities on July 1, 1994, 3 apartment communities on August 16, 1994 and 1 apartment community to be acquired on or about November 1, 1994 from partnerships affiliated with the Clover Financial Corporation, a New Jersey Corporation (previously reported on Form 8-K dated May 26, 1994) (the "Portfolio Acquisition"), (iii) the borrowing of $59,444,000 necessary to fund a portion of the Portfolio Acquisition. In management's opinion, all significant adjustments necessary to reflect these transactions have been made. The Pro Forma Balance Sheet should be read in conjunction with the Trust's audited financial statements for the year ended December 31, 1993 and its unaudited financial statements for the second quarter ended June 30, 1994. The unaudited Pro Forma Balance Sheet is not necessarily indicative of what the Trust's financial position would have been assuming the Common Stock offering and related acquisitions had been consummated as of June 30, 1994, nor do they purport to be indicative of the Trust's financial position for future periods. 2. ADJUSTMENTS TO PRO FORMA BALANCE SHEET (A) Represents the Trust's Historical Balance Sheet contained in the Trust's Quarterly Report on Form 10-Q for the quarter ended June 30, 1994. (B) Represents the estimated aggregate cost, including closing costs, for the Portfolio Acquisition. (C) Represents the use of $80,000,000 of the net proceeds from the sale of 8,000,000 shares of Common Stock in a public offering at $14.25 in mid-June, 1994 to acquire the Portfolio Acquisition. (D) Represents acquisition deposits and deferred costs associated with the Portfolio Acquisition. (E) Represents the assumption of two mortgage loans encumbering two properties included in the Portfolio Acquisition as follows:
LOAN INTEREST PROPERTY NAME AMOUNT RATE Harris Pond Apartments.............................................. $5,209,000 8.75% Royal Oaks Apartments............................................... 6,487,000 8.50
(F) Represents assumed additional borrowings of $59,444,000 necessary to fund a portion of the Portfolio Acquisition in (B). (G) Represents estimated accrued expenses, tenant deposits and rents paid in advance which have been or will be assumed by the Trust in the Portfolio Acquisition. (H) Represents the issuance of 479,400 shares of Common Stock at $14.25, net of the underwriting discounts of $362,000 which were incurred. 3 UNITED DOMINION REALTY TRUST, INC. PRO FORMA CONDENSED STATEMENT OF OPERATIONS SIX MONTHS ENDED JUNE 30, 1994 (Unaudited) (In thousands, except per share data) ACQUISITIONS ACQUISITIONS PREVIOUSLY REPORTED PREVIOUSLY REPORTED ON FORM 8-K ON FORM 8-K DATED MAY 26, 1994 DATED APRIL 15, 1994 (PORTFOLIO AND FORM 8-K PRO FORMA PRO HISTORICAL(A) ACQUISITION)(B) DATED MAY 17, 1994(C) ADJUSTMENTS FORMA Income Property operations: Rental income $56,379 $14,399 $2,432 $73,210 Property expenses: Utilities 4,856 1,333 120 6,309 Repairs and maintenance 8,441 2,602 353 11,396 Real estate taxes 3,864 1,007 184 5,055 Property management 1,808 710 106 ($321)(E) 2,303 Other operating expenses 4,854 2,128 278 (277)(F) 6,983 Depreciation of real estate owned 12,020 2,509 (G) 14,529 35,843 7,780 1,041 1,911 46,575 Income from property operations 20,536 6,619 1,391 (1,911) 26,635 Interest income 386 (89)(H) 297 20,922 6,619 1,391 (2,000) 26,932 Expenses Interest 10,474 3,524 (I) 13,998 General and administrative 2,595 2,595 Other depreciation and amortization 371 371 13,440 3,524 16,964 Income before gains (losses) on investments and extraordinary item 7,482 6,619 1,391 (5,524) 9,968 Gains (losses) on sale of investments Income before extraordinary item 7,482 6,619 1,391 (5,524) 9,968 Extraordinary item-early extinguishment of debt (89) (89) Net income $7,393 $6,619 $1,391 ($5,524) $9,879 Net Income per share $ 0.18 $ 0.20 Distributions declared per share $ 0.39 $ 0.39 Weighted Average shares outstanding 42,100 7,617 49,717
UNITED DOMINION REALTY TRUST, INC. PRO FORMA CONDENSED STATEMENT OF OPERATIONS FOR THE YEAR ENDED DECEMBER 31, 1993 (Unaudited) (In thousands, except per share data) ACQUISITIONS ACQUISITIONS PREVIOUSLY REPORTED PREVIOUSLY REPORTED ON FORM 8-K ON FORM 8-K ACQUISITIONS DATED MAY 26, 1994 DATED APRIL 15, 1994 PREVIOUSLY REPORTED (PORTFOLIO AND FORM 8-K ON FORM 8-K DATED PRO FORMA PRO HISTORICAL(A) ACQUISITION)(B) DATED MAY 17, 1994(C) DECEMBER 31,1993(D) ADJUSTMENTS FORMA Income Property operations: Rental income $89,084 $28,345 $10,459 $9,424 $137,312 Property expenses: Utilities 7,838 2,461 555 846 11,700 Repairs and maintenance 13,950 4,439 1,407 1,407 21,203 Real estate taxes 5,777 1,975 850 780 9,382 Property management 2,782 1,413 446 422 ($863)(E) 4,200 Other operating expenses 7,512 4,489 1,275 1,552 (554)(F) 14,274 Depreciation of real estate owned 19,764 7,846 (G) 27,610 57,623 14,777 4,533 5,007 6,429 88,369 Income from property operations 31,461 13,568 5,926 4,417 (6,429) 48,943 Interest income 708 (438)(H) 270 32,169 13,568 5,926 4,417 (6,867) 49,213 Expenses Interest 16,938 9,985 (I) 26,923 General and administrative 3,349 3,349 Other depreciation and amortization 596 596 20,883 9,985 30,868 Income before gains on sales ofinvestments and extraordinary items 11,286 13,568 5,926 4,417 (16,852) 18,345 Gains (losses) on sale of investments (89) (89) Net income $11,197 $13,568 $5,926 $4,417 ($16,852) $18,256 Net Income per share $ 0.29 $ 0.39 Distributions declared per share $ 0.70 $ 0.70 Weighted Average shares outstanding 38,202 8,479 46,681
4 UNITED DOMINION REALTY TRUST NOTES TO PRO FORMA STATEMENTS OF OPERATIONS JUNE 30, 1994 (UNAUDITED) 1. BASIS OF PRESENTATION The accompanying unaudited Pro Forma Statements of Operations assumes the completion of (i) the sale of 8,479,400 shares of Common Stock (which includes the July, 1994 sale of 479,400 shares exercised by the underwriters) in a public offering at $14.25 per share, (ii) the acquisition of 21 apartment communities on July 1, 1994, 3 apartment communities on August 16, 1994 and 1 apartment community to be acquired on or about November 1, 1994 from partnerships affiliated with the Clover Financial Corporation, a New Jersey Corporation (previously reported on Form 8-K dated May 26, 1994) (the "Portfolio Acquisition"), (iii) the acquisition of five apartment communities purchased in 1994 (previously reported on Forms 8-K dated April 15, 1994 and May 17, 1994), and (iv) the acquisition of eleven apartment communities previously reported on Form 8-K dated December 31, 1993, at the beginning of each pro forma period presented. In addition, such Pro Forma Statements of Operation also assume that approximately $59,444,000 of 10 year senior unsecured notes are outstanding for approximately 8 months for the year ended December 31, 1993 and 4 months for the six months ended June 30, 1994. In management's opinion, all significant adjustments necessary to reflect these transactions have been made. The Pro Forma Statements of Operation should be read in conjunction with the Trust's audited financial statements for the year ended December 31, 1993 and its unaudited financial statements for the six months ended June 30, 1994. The unaudited Pro Forma Statements of Operations are not necessarily indicative of what the Trust's results would have been for the six months ended June 30, 1994 and the year ended December 31, 1993 if the Common Stock offering and related acquisitions had been consummated at the beginning of each period presented, nor do they purport to represent the results of operations of the Trust for future periods. 2. ADJUSTMENTS TO PRO FORMA STATEMENTS OF OPERATIONS (A) Represents the Trust's Historical Statement of Operations contained in its Quarterly Report on Form 10-Q for the six months ended June 30, 1994 and its Annual Report on Form 10-K for the year ended December 31, 1993. (B) Represents actual rental income and related operating expenses of the Portfolio Acquisition for the full year ended December 31, 1993, as reported on Form 8-K dated May 26, 1994. Represents actual rental income and related operating expenses of the Portfolio Acquisition for the six months ended June 30, 1994. (C) Represents actual rental income and related operating expenses of five apartment acquisitions, as previously reported on Forms 8-K dated April 15, 1994 and May 17, 1994. (D) Represents the net adjustments required to allow for a full year of actual rental income and related operating expenses for the Trust's acquisitions reported on Forms 8-K during 1993. (E) Reflects the net decrease in property management fees for the Portfolio Acquisition and the Trust's 1994 and 1993 acquisitions. The Trust internally manages its apartment portfolio at a cost of approximately 3% of rental income. (F) Reflects 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. (G) Represents the net adjustments to depreciation expense as outlined below. Depreciation is computed on a straight-line basis over the estimated useful lives of the related assets. Buildings were depreciated using a 35 year life and other improvements using a 15 year useful life. 5
SIX MONTHS ENDED TWELVE MONTHS ENDED JUNE 30, 1994 DECEMBER 31, 1993 Increase related to the Portfolio Acquisition................................. $2,197,000 $ 4,393,000 Increase related to the acquisitions previously reported on Form 8-K dated April 15, 1994 and Form 8-K dated May 17, 1994.... 312,000 1,943,000 Increase related to the acquisitions previously reported on Form 8-K dated December 31, 1993 1,510,000 Total.................................... $2,509,000 $ 7,846,000
(H) 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, such acquisitions consist of the Trust's 1993 acquisitions reported on Forms 8-K during 1993. For the six months ended June 30, 1994, such acquisitions consist of the Portfolio Acquisition. (I) Reflects the additional interest expense associated with the increase in bank lines of credit and the assumption of tax-exempt bonds on one of the 1994 property acquisitions and of two mortgage notes assumed to have been incurred by the Trust to purchase (i) the Portfolio Acquisition at interest rates and maturities which are currently available to the Trust, (ii) the 1994 apartment acquisitions at interest rates under the Trust's bank lines of credit on the date of purchase, and (iii) the 1993 apartment acquisitions made by the Trust at interest rates and maturities that were available at the time of each acquisition as follows:
SIX MONTHS ENDED TWELVE MONTHS ENDED JUNE 30, 1994 DECEMBER 31, 1993 Increase related to the Portfolio Acquisition................................. $2,629,000 $ 5,259,000 Increase related to the acquisitions previously reported on Form 8-K dated April 15, 1994 and Form 8-K dated May 17, 1994.... 895,000 3,183,000 Increase related to the acquisitions previously reported on Form 8-K dated December 31, 1993........................... 1,543,000 Total.................................... $3,524,000 $ 9,985,000
6 Signatures Pursuant to the requirements of the Securities 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 31, 1994 /s/ James Dolphin James Dolphin, Senior Vice President Chief Financial Officer Date: August 31, 1994 /s/ Jerry A. Davis Jerry A. Davis, Vice President Controller EX-99 2 COMPULATION OF RATIO OF EARNINGS TO FIXED CHARGES Exhibit 99 United Dominion Realty Trust, Inc. Compulation of Ratio of Earnings to Fixed Charges (Dollar in thousands) Year Ended Year Ended Year Ended Year Ended Year Ended December 31, December 31, December 31, December 31, December 31, 1989 1990 1991 1992 1993 Income before extraordinary item $ 5,572 $ 4,973 $ 3,604 $ 6,577 $11,197 Add: Portion of rents representative of the interest factor 37 47 103 126 143 Interest on indebtedness 9,934 9,435 11,859 11,697 16,938 Amortization of debt expense 51 80 59 122 321 Income as adjusted $15,594 $14,535 $15,625 $18,522 $28,599 Add: Depreciation on real estate 8,762 10,464 12,845 15,732 19,764 Other depreciation and amortization 150 93 160 178 275 Other income (755) (34) (Gains)losses on investments (1,433) (417) (26) 1,564 89 Other Funds from operations as adjusted $22,318 $24,641 $28,604 $35,996 $48,727 Fixed charges- Interest on indebtedness $ 9,934 $ 9,435 $11,859 $11,697 $16,938 Amortization of debt expense 51 80 59 122 321 Capitalized interest 717 597 291 73 0 Portion of rents representative of the interest factor 37 47 103 126 143 Fixed Charges $10,739 $10,159 $12,312 $12,018 $17,402 Ratio of earnings to fixed charges 1.45x 1.43x 1.27x 1.54x 1.64x Ratio of funds from operation to fixed charges 2.08 2.43 2.32 3.00 2.80
Six Six PRO FORMA Months Months PRO FORMA Six Months Ended Ended Year Ended Ended June 30, June 30, December 31, June 30, 1993 1994 1993 1994 Income before extraordinary item $ 4,839 $ 7,482 $18,345 $ 9,968 Add: Portion of rents representative of the interest factor 68 78 155 84 Interest on indebtedness 8,387 10,474 26,923 13,998 Amortization of debt expense 158 152 321 152 Income as adjusted $13,452 $18,186 $45,744 $24,202 Add: Depreciation on real estate 9,516 12,020 27,610 14,529 Other depreciation and amortization 258 371 275 371 Other income (Gains)losses on investments 0 0 89 0 Other 450 450 Funds from operations as adjusted $23,226 $31,027 $73,718 $39,552 Fixed charges- Interest on indebtedness $ 8,387 $10,474 $26,923 $13,998 Amortization of debt expense 158 152 321 152 Capitalized interest 0 0 0 0 Portion of rents representative of the interest factor 68 78 155 84 Fixed Charges $ 8,613 $10,704 $27,399 $14,234 Ratio of earnings to fixed charges 1.56x 1.70x 1.67x 1.70x Ratio of funds from operation to fixed charges 2.70 2.90 2.69 2.78
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