-----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, osQ3BxDkTzBXStgMnX2NJryEQfmpJtTIUPQdY7Kng7hSXBJuSKvnoBEnsItXX8N0 LFEQ4Rt9KQlTRSveTiQ8oA== 0000916641-94-000136.txt : 19941116 0000916641-94-000136.hdr.sgml : 19941116 ACCESSION NUMBER: 0000916641-94-000136 CONFORMED SUBMISSION TYPE: 8-K/A PUBLIC DOCUMENT COUNT: 1 CONFORMED PERIOD OF REPORT: 19941111 ITEM INFORMATION: Financial statements and exhibits FILED AS OF DATE: 19941114 SROS: NYSE 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: 94558982 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 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 September 1, 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: November 11, 1994 Independent Auditors' Report To the Owners of Griffin Crossings Apartments We have audited the accompanying statement of rental operations (as defined in Note 2) of Griffin Crossings Apartments for the year ended December 31, 1993. This financial statement is the responsibility of the management of Griffin Crossings 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 Griffin Crossings 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 Griffin Crossings 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 September 27, 1994 GRIFFIN CROSSINGS APARTMENTS STATEMENT OF RENTAL OPERATIONS YEAR ENDED DECEMBER 31, 1993 REVENUES FROM RENTAL PROPERTY $1,488,130 RENTAL PROPERTY EXPENSES: Real Estate Taxes 104,937 Repairs and Maintenance 194,990 Utilities 85,520 Property Management Fees (Note 3) 75,292 Other Operating Expenses 223,156 TOTAL RENTAL PROPERTY EXPENSES 683,895 INCOME FROM RENTAL OPERATIONS $ 804,235 The accompanying notes are an integral part of this statement. GRIFFIN CROSSINGS APARTMENTS NOTES TO THE STATEMENT OF RENTAL OPERATIONS YEAR ENDED DECEMBER 31, 1993 NOTE 1 - BASIS OF PRESENTATION Griffin Crossings Apartments (The Property) consists of a 272 unit garden style residential apartment community located in Griffin, Georgia, together with the existing leases. The assets that comprise the Property have been held as an investment of McIntosh Associates, a Georgia general partnership (the owner), throughout the year ended December 31, 1993. The accompanying financial statement presents the results of rental operations of the Property as a stand-alone entity. NOTE 2 - SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES Revenue and Expense Recognition The accompanying statement of rental operations has been prepared using the accrual method of accounting. Certain expenses such as depreciation, amortization, income taxes, mortgage interest expense and asset management fees are not reflected in the statement of rental operations, as required by Rule 3-14 of Regulation S-X of the Securities and Exchange Commission. Repairs and Maintenance Repairs and maintenance costs are expensed as incurred, while significant improvements, renovations and replacements are capitalized. NOTE 3 - PROPERTY MANAGEMENT FEES Property management services were provided through Focus Management, Inc. (formerly Tempo Management, Inc.), an affiliate of the owner of the property. Fees for such services were 5% 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 June 8, 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. Independent Auditors' Report To the Owners of Clear Run Apartments We have audited the accompanying statement of rental operations (as defined in Note 2) of Clear Run Apartments for the year ended December 31, 1993. This financial statement is the responsibility of the management of Clear Run 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 Clear Run 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 Clear Run 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 September 27, 1994 CLEAR RUN APARTMENTS STATEMENT OF RENTAL OPERATIONS YEAR ENDED DECEMBER 31, 1993 REVENUES FROM RENTAL PROPERTY $1,393,598 RENTAL PROPERTY EXPENSES: Real Estate Taxes 107,071 Repairs and Maintenance 158,840 Utilities 83,652 Property Management Fees (Note 3) 84,240 Other Operating Expenses 121,215 TOTAL RENTAL PROPERTY EXPENSES 555,018 INCOME FROM RENTAL OPERATIONS $ 838,580 The accompanying notes are an integral part of this statement. CLEAR RUN APARTMENTS NOTES TO THE STATEMENT OF RENTAL OPERATIONS YEAR ENDED DECEMBER 31, 1993 NOTE 1 - BASIS OF PRESENTATION Clear Run Apartments (The Property) consists of a 228 unit garden style residential apartment community located in Wilmington, North Carolina together with the existing leases. The assets that comprise the Property have been held as an investment of Clear Run Apartment Properties Limited Partnership, a North Carolina limited partnership (the owner), throughout the year ended December 31, 1993. The accompanying financial statement presents the results of rental operations of the Property as a stand-alone entity. NOTE 2 - SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES Revenue and Expense Recognition The accompanying statement of rental operations has been prepared using the accrual method of accounting. Certain expenses such as depreciation, amortization, income taxes, mortgage interest expense and asset management fees are not reflected in the statement of rental operations, as required by Rule 3-14 of Regulation S-X of the Securities and Exchange Commission. Repairs and Maintenance Repairs and maintenance costs are expensed as incurred, while significant improvements, renovations and replacements are capitalized. NOTE 3 - PROPERTY MANAGEMENT FEES Property management services were provided through Harbour Associates of Wilmington, Inc., an affiliate of the owner of the property. Fees for such services were 6% of gross receipts from operations, as defined in the property management agreement. NOTE 4 - SALE OF PROPERTY The property was sold to UDRT of North Carolina, L. L. C., a wholly owned subsidiary of United Dominion Realty Trust, Inc. on July 22, 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. Independent Auditors' Report To the Owners of Regatta Shores Apartments We have audited the accompanying statement of rental operations (as defined in Note 2) of Regatta Shores Apartments for the year ended December 31, 1993. This financial statement is the responsibility of the management of Regatta Shores 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 Regatta Shores 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 Regatta Shores 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 September 20, 1994 REGATTA SHORES APARTMENTS STATEMENT OF RENTAL OPERATIONS YEAR ENDED DECEMBER 31, 1993 REVENUES FROM RENTAL PROPERTY $1,272,259 RENTAL PROPERTY EXPENSES: Real Estate Taxes 149,276 Repairs and Maintenance 199,071 Utilities 87,345 Property Management Fees (Note 3) 58,680 Other Operating Expenses 192,461 TOTAL RENTAL PROPERTY EXPENSES 686,833 INCOME FROM RENTAL OPERATIONS $ 585,426 The accompanying notes are an integral part of this statement. REGATTA SHORES APARTMENTS NOTES TO THE STATEMENT OF RENTAL OPERATIONS YEAR ENDED DECEMBER 31, 1993 NOTE 1 - BASIS OF PRESENTATION Regatta Shores Apartments (The Property) consists of a 256 unit garden style residential apartment community located in Sanford, Florida together with the existing leases. The assets that comprise the Property have been held as an investment of Regatta Partners, Ltd., a Florida limited partnership (the owner), throughout the year ended December 31, 1993. The accompanying financial statement presents the results of rental operations of the Property as a stand-alone entity. NOTE 2 - SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES Revenue and Expense Recognition The accompanying statement of rental operations has been prepared using the accrual method of accounting. Certain expenses such as depreciation, amortization, income taxes, mortgage interest expense and asset management fees are not reflected in the statement of rental operations, as required by Rule 3-14 of Regulation S-X of the Securities and Exchange Commission. Repairs and Maintenance Repairs and maintenance costs are expensed as incurred, while significant improvements, renovations and replacements are capitalized. NOTE 3 - PROPERTY MANAGEMENT FEES Property management services were provided through FRM Properties Inc., an affiliate of the owner of the property. Fees for such services were 5% 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 June 30, 1994. This statement of rental operations has been prepared to be included in a Current Report on Form 8-K to be filed by United Dominion Realty Trust, Inc. Independent Auditors' Report To the Owners of Hampton Greene Apartments We have audited the accompanying statement of rental operations (as defined in Note 2) of Hampton Greene Apartments for the year ended December 31, 1993. This financial statement is the responsibility of the management of Hampton Greene 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 Hampton Greene 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 Hampton Greene 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 September 29, 1994 HAMPTON GREENE APARTMENTS STATEMENT OF RENTAL OPERATIONS YEAR ENDED DECEMBER 31, 1993 REVENUES FROM RENTAL PROPERTY $1,623,674 RENTAL PROPERTY EXPENSES: Real Estate Taxes 165,365 Repairs and Maintenance 185,121 Utilities 85,801 Property Management Fees (Note 3) 78,010 Other Operating Expenses 203,762 TOTAL RENTAL PROPERTY EXPENSES 718,059 INCOME FROM RENTAL OPERATIONS $ 905,615 The accompanying notes are an integral part of this statement. HAMPTON GREENE APARTMENTS NOTES TO THE STATEMENT OF RENTAL OPERATIONS YEAR ENDED DECEMBER 31, 1993 NOTE 1 - BASIS OF PRESENTATION Hampton Greene Apartments (The Property) consists of a 304 unit garden style residential apartment community located in Columbia, South Carolina, together with the existing leases. The assets that comprise the Property have been held as an investment of Gills Creek Parkway Associates, L.P., a South Carolina limited partnership (the owner), throughout the year ended December 31, 1993. The accompanying financial statement presents the results of rental operations of the Property as a stand-alone entity. NOTE 2 - SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES Revenue and Expense Recognition The accompanying statement of rental operations has been prepared using the accrual method of accounting. Certain expenses such as depreciation, amortization, income taxes, mortgage interest expense and asset management fees are not reflected in the statement of rental operations, as required by Rule 3-14 of Regulation S-X of the Securities and Exchange Commission. Repairs and Maintenance Repairs and maintenance costs are expensed as incurred, while significant improvements, renovations and replacements are capitalized. NOTE 3 - PROPERTY MANAGEMENT FEES Property management services were provided through Trammell Crow Residential (January 1 to September 30, 1993) and R.S. Warren & Associates, Inc. (October 1 to December 31, 1994). Fees for such services were 5% and 4.5%, respectively, of gross receipts from operations, as defined in the property management agreements. NOTE 4 - SALE OF PROPERTY The property was sold to United Dominion Realty Trust, Inc. on August 19, 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. Independent Auditors' Report To the Owners of Santa Barbara Landings Apartments We have audited the accompanying statement of rental operations (as defined in Note 2) of Santa Barbara Landings Apartments for the year ended December 31, 1993. This financial statement is the responsibility of the management of Santa Barbara Landings 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 Santa Barbara Landings 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 Santa Barbara Landings 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 November 2, 1994 SANTA BARBARA LANDINGS APARTMENTS STATEMENT OF RENTAL OPERATIONS YEAR ENDED DECEMBER 31, 1993 REVENUES FROM RENTAL PROPERTY $ 1,464,924 RENTAL PROPERTY EXPENSES: Real Estate Taxes 103,344 Repairs and Maintenance 292,674 Utilities 141,619 Property Management Fees (Note 3) 38,953 Other Operating Expenses 210,211 TOTAL RENTAL PROPERTY EXPENSES 786,801 INCOME FROM RENTAL OPERATIONS $ 678,123 The accompanying notes are an integral part of this statement. SANTA BARBARA LANDINGS APARTMENTS NOTES TO THE STATEMENT OF RENTAL OPERATIONS YEAR ENDED DECEMBER 31, 1993 NOTE 1 - BASIS OF PRESENTATION Santa Barbara Landings Apartments (The Property) consists of a 248 unit garden style residential apartment community located in Naples, Florida together with the existing leases. The assets that comprise the Property have been held as an investment of Santa Barbara Landings Partners, a Florida general partnership (the owner), throughout the year ended December 31, 1993. The accompanying financial statement presents the results of rental operations of the Property as a stand-alone entity. NOTE 2 - SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES Revenue and Expense Recognition The accompanying statement of rental operations has been prepared using the accrual method of accounting. Certain expenses such as depreciation, amortization, income taxes, mortgage interest expense and asset management fees are not reflected in the statement of rental operations, as required by Rule 3-14 of Regulation S-X of the Securities and Exchange Commission. Repairs and Maintenance Repairs and maintenance costs are expensed as incurred, while significant improvements, renovations and replacements are capitalized. NOTE 3 - PROPERTY MANAGEMENT FEES Property management services were provided through North American Properties of South Florida, Inc., an affiliate of the owner of the property. Fees for such services were 1% of gross receipts from operations, in addition to monthly charges for accounting services and expense reimbursements. NOTE 4 - SALE OF PROPERTY The property was sold to United Dominion Realty Trust, Inc. on September 1, 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. Report of Independent Auditors To the Board of Directors United Dominion Realty Trust, Inc. 10 South Sixth Street, Suite 203 Richmond, VA 23219-3802 We have audited the accompanying statement of rental operations of Alexander Glen Apartments, as defined in Note 2, for the year ended December 31, 1993. This statement is the responsibility of the management of Alexander Glen 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 statement is free of material misstatement. An audit includes examining, on a test basis, evidence supporting the amounts and disclosures in the statement. An audit also includes assessing the basis of accounting used and the significant estimates made by management, as well as evaluating the overall presentation of the statement. We believe that our audit provides a reasonable basis for our opinion. The accompanying 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 as described in Note 1 and is not intended to be a complete presentation of the gross income and direct operating expenses. In our opinion, based on our audit the statement referred to above presents fairly, in all material respects, the gross income and direct operating expenses described in Note 2 of Alexander Glen Apartments for the year ended December 31, 1993, in conformity with generally accepted accounting principles. /s/ALLOY, SILVERSTEIN, SHAPIRO, ADAMS, MULFORD & CO. ALLOY, SILVERSTEIN, SHAPIRO, ADAMS, MULFORD & CO. August 18, 1994 ALEXANDER GLEN APARTMENTS STATEMENT OF RENTAL OPERATIONS YEAR ENDED DECEMBER 31, 1993 REVENUES FROM RENTAL PROPERTY $958,644 RENTAL PROPERTY EXPENSES Real Estate Taxes $86,799 Repairs and Maintenance 92,934 Utilities, Water and Sewer 50,583 Property Management Fees 48,508 Other Operating Expenses 116,605 TOTAL RENTAL PROPERTY EXPENSES 395,429 INCOME FROM RENTAL OPERATIONS $563,215 The accompanying notes are an integral part of this statement. ALEXANDER GLEN APARTMENTS NOTES TO STATEMENT OF RENTAL OPERATIONS YEAR ENDED DECEMBER 31, 1993 1. Basis of Presentation The Alexander Glen Apartments consist of a residential apartment property together with the existing leases and property management agreement. The property is located in Charlotte, North Carolina and contains 148 residential units. The assets that comprise the property have been held as an investment of a partnership affiliated with Clover Financial Corporation throughout the year ended December 31, 1993. The accompanying financial statement presents the results of the rental operations of the property. 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 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. Repairs and Maintenance Repairs and maintenance costs were expensed as incurred, while significant improvements, renovations and replacements were capitalized. 3. Property Management Fees Property management services were provided through an affiliate of Clover Financial Corporation. Fees for such services were 5% of gross receipts from operations as defined in the property management agreement. UNITED DOMINION REALTY TRUST, INC. CERTAIN PROPERTIES ACQUIRED SUMMARY OF REVENUES AND CERTAIN RENTAL EXPENSES FOR THE YEAR ENDED DECEMBER 31, 1993 Rental income $8,201,229 Rental expenses (excluding depreciation): Utilities $ 534,520 Repairs and maintenance 1,123,630 Real estate taxes 716,792 Property management 383,683 Other rental expenses 1,067,410 3,826,035 Excess of revenues over certain rental expenses $4,375,194 CERTAIN PROPERTIES ACQUIRED COMBINED SUMMARY OF REVENUES AND CERTAIN RENTAL EXPENSES FOR THE SIX MONTHS ENDED JUNE 30, 1994 Rental income $4,029,498 Rental expenses (excluding depreciation): Utilities $259,508 Repairs 516,310 Real estate taxes 345,285 Property management 184,166 Other rental expenses 482,034 1,787,303 Excess of revenues over certain rental expenses $2,242,195 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 Griffin Crossing Apartments, Regatta Shores Apartments, Clear Run Apartments, Alexander Glen Apartments, Hampton Greene Apartments and Santa Barbara Landing Apartments (the "Properties") for the year ended December 31, 1993 based upon the audited statement of rental operations of the properties appearing elsewhere herein and for the six month period ended June 30, 1994 based upon the unaudited combined statements of rental operations of the properties through the date on which it was acquired. During 1993 and a portion of 1994, the properties were owned and operated by an entity other than United Dominion Realty Trust (the "Trust"). The summaries have been prepared on the accrual method of accounting. Rental expenses include repair and maintenance expenses, utilities, real estate taxes, 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 properties, management considered the existing and potential tenant base, expected job growth in the area, occupancy rates, the competitive nature of the market and comparative rental rates. Furthermore, current and anticipated maintenance and repair costs, real estate taxes and anticipated capital improvements were assessed. UNITED DOMINION REALTY TRUST, INC. PRO FORMA CONDENSED FINANCIAL STATEMENTS (UNAUDITED) The following pro forma balance sheet at June 30, 1994 gives effect to the acquisition by the Trust of four apartment complexes purchased between July 22, 1994 and September 1, 1994 as if those transactions were consummated on or before June 30, 1994. Griffin Crossing Apartments and Regatta Shores apartments were purchased prior to June 30, 1994, and therefore, are included in the Trust's historical June 30, 1994 balance sheet. Griffin Crossing Apartments located in Griffin, Georgia was purchased from McIntosh Associates, an affiliate of Focus Group in Atlanta on June 8, 1994. Regatta Shores Apartments located in Sanford, Florida was purchased from Regatta Partners, Ltd., a Florida limited partnership on June 30, 1994. Clear Run Apartments located in Wilmington, North Carolina, was purchased from Clear Run Apartment Properties on July 22, 1994. Alexander Glen Apartments located in Charlotte, North Carolina, was purchased from Alexander Glen Limited Partnership, a New Jersey limited partnership on August 16, 1994. Hampton Greene Apartments located in Columbia, South Carolina, was purchased from Gills Green Parkway Associates, a limited partnership on August 20, 1994. Santa Barbara Landing Apartments located in Naples, Florida was purchased from Santa Barbara Landings Partners, a Florida general partnership on September 1, 1994. The pro forma condensed statements of operations for the year ended December 31, 1993 and the six months ended June 30, 1994 assume the acquisition of the properties 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 June 30, 1994 and the six months then ended (included in the Trust's Form 10-Q for the period ended June 30, 1994 and accompanying notes). 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 PRO (PORTFOLIO FORMA PRO HISTORICAL ACQUISITION) (2) ADJUSTMENTS (1) FORMA BALANCE SHEET ASSETS Real estate owned Apartments....................................... $604,436 $164,807 $ 37,278 $806,521 Shopping centers................................. 74,614 74,614 Office and industrial............................ 4,595 4,595 683,645 164,807 37,278 885,730 Less accumulated depreciation.................... 103,464 103,464 580,181 164,807 37,278 782,266 Cash and cash equivalents.......................... 85,994 (80,000) 5,994 Other assets....................................... 16,252 (6,258) 9,994 $682,427 $ 78,549 $ 37,278 $798,254 LIABILITIES AND SHAREHOLDERS' EQUITY Mortgage notes payable............................. $ 95,834 $ 11,696 $ 18,951 $126,481 Notes payable...................................... 202,761 59,444 18,327 280,532 Accounts payable, accrued expenses and other....... 11,623 274 11,897 Tenants' deposits and rents paid in advance........ 3,999 665 4,664 Distributions payable to shareholders.............. 9,744 9,744 323,961 72,079 37,278 433,318 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 50,203 Preferred stock, 25,000,000 shares authorized, no shares outstanding............................ -- -- -- Additional paid in capital ...................... 403,109 5,991 409,100 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 0 364,936 $682,427 $ 78,549 37,278 $798,254
2 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 PREVIOUSLY REPORTED ON FORM 8-K DATED ACQUISITIONS MAY 17, 1994 AND REPORTED ON PREVIOUS FORM 8-K DATED FORM 8-K DATED PRO FORMA PRO FORMA PRO HISTORICAL MAY 26, 1994(3) SEPTEMBER 1, 1994 (4) ADJUSTMENTS ADJUSTMENTS FORMA Income Property operations: Rental income $56,379 $16,831 $4,029 $77,239 Property expenses: Utilities 4,856 1,453 260 6,589 Repairs and maintenance 8,441 2,955 516 11,912 Real estate taxes 3,864 1,191 345 5,400 Property management 1,808 816 184 ($239)(5) 2,569 Other operating expenses 4,854 2,406 482 (277)(6) 7,465 Depreciation of real estate owned 12,020 2,509 (7) 845(9) 15,374 35,843 8,821 1,787 1,993 845 49,289 Income from property operations 20,536 8,010 2,242 (1,993) (845) 27,950 Interest income 386 (89)(8) (7)(10) 290 20,922 8,010 2,242 (2,082) (852) 28,240 Expenses Interest 10,474 3,524 (7) 1,694(11) 15,692 General and administrative 2,595 2,595 Other depreciation and amortization 371 371 13,440 0 0 3,524 1,694 18,658 Income before gains (losses) on investments and extraordinary item 7,482 8,010 2,242 (5,606) (2,546) 9,582 Gains (losses) on sale of investments Income before extraordinary item 7,482 8,010 2,242 (5,606) (2,546) 9,582 Extraordinary item-early extinguishment of debt (89) (89) Net income $7,393 $8,010 $2,242 ($5,606) ($2,546) $9,493 Net Income per share $ 0.18 $ 0.19 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 PREVIOUSLY REPORTED REPORTED ON FORM 8-K DATED ACQUISITIONS PREVIOUS APRIL 15, 1994 REPORTED ON PRO PRO FORM 8-K DATED FORM 8-K DATED FORMA FORMA PRO HISTORICAL MAY 26, 1994 (3) SEPTEMBER 1, 1994(4) ADJUSTMENTS ADJUSTMENTS FORMA Income Property operations: Rental income $89,084 $38,804 $8,201 $136,089 Property expenses: Utilities 7,838 3,016 535 11,389 Repairs and maintenance 13,950 5,846 1,123 20,919 Real estate taxes 5,777 2,825 717 9,319 Property management 2,782 1,859 384 ($528)(5) 4,497 Other operating expenses 7,512 5,764 1,067 (554)(6) 13,789 Depreciation of real estate owned 19,764 6,337 (7) 1,479(9) 27,580 57,623 19,310 3,826 5,255 1,479 87,493 Income from property operations 31,461 19,494 4,375 (5,255) (1,479) 48,596 Interest income 708 708 32,169 19,494 4,375 (5,255) (1,479) 49,304 Expenses Interest 16,938 8,442 (7) 2,851(11) 28,231 General and administrative 3,349 3,349 Other depreciation and amortization 596 596 20,883 8,442 2,851(11) 32,176 Income before gains on sales ofinvestments and extraordinary items 11,286 19,494 4,375 (13,697) (4,330) 17,128 Gains (losses) on sale of investments (89) (89) Net income $11,197 $19,494 $4,375 $(13,507) (4,330) $17,039 Net Income per share $ 0.29 $ 0.37 Distributions declared per share $ 0.70 $ 0.70 Weighted 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 Clear Run Apartment, Alexander Glen Apartments, Hampton Greene Apartments and Santa Barbara Landing Apartments, acquired after June 30, 1994, assuming that the acquisitions were financed with unsecured bank borrowings and mortgage notes payable. Griffin Crossing Apartments and Regatta Shores Apartments were acquired prior to or on June 30, 1994 and are therefore included in the Trust's historical balance sheet. 2. Amounts appearing under the column entitled "Acquisitions Previously Reported on 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 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 Portfolio Acquisition (On April 1, 1994, the Trust signed 25 separate contracts to acquire a portfolio of 25 apartment communities, locate dprimarily in the Southeast, in separate but related transactions from certain affiliates of Clover Financial corporation, a New Jersey Corporation for $162.9 million) which includes 21 apartment properties which were purchased on July 1, 1994, 3 apartment properties which were purchased on August 16, 1994 and one apartment property which was purchased on November 1, 1994. 3. Amounts appearing under the column entitled "Acquisitions Previously Reported on Form 8-K dated April 15, 1994, Form 8-K dated May 17, 1994 and Form 8-K dated May 26, 1994" give affect to significant acquisitions that have been previously reported to the Securities and Exchange Commission by the Trust on Forms 8-K dated April 15, 1994, May 17, 1994 and May 26, 1994. 4. To record historical results of the properties for the year ended December 31, 1993 and the six months ended June 30, 1994 as if the properties had been owned throughout each year. 5. 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, Form 8-K dated May 17, 1994 and Form 8-K dated May 26, 1994. The Trust internally manages its apartment properties at a cost of approximately 3.5% of rental income. 6. 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. 7. 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, Form 8-K dated May 17, 1994 and Form 8-K dated May 26, 1994. 8. Reflects the reduction of interest income associated with the use of short-term investments to acquire the Portfolio Acquisition (as previously reported on Form 8-K dated May 26, 1994) at assumed interest rates in effect at the time of the acquisition. 9. 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. 10. Reflects the reduction of interest income associated with he use of short-term investments to acquire the properties at assumed interest rates in effect at the time of each respective acquisition. For the six months ended June 30, 1994, such acquisitions consist of Regatta Shores Apartments. 11. To record interest expense on bank debt and mortgage notes payable used to finance the acquisition at assumed interest rates equal to market rates in effect at the time of each respective acquisition. 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 September 20, 1994, with respect to the statement of rental operations of Regatta Shores 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 September 1, 1994. /s/L. P. Martin & Company, P.C. L. P. Martin & Company, P.C. Certified Public Accountants October 7, 1994 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 September 27, 1994, with respect to the statement of rental operations of Clear Run 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 September 1, 1994. /s/L. P. Martin & Company, P.C. L. P. Martin & Company, P.C. Certified Public Accountants October 7, 1994 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 September 29, 1994, with respect to the statement of rental operations of Hampton Greene 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 September 1, 1994. /s/L. P. Martin & Company, P.C. L. P. Martin & Company, P.C. Certified Public Accountants October 7, 1994 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 September 27, 1994, with respect to the statement of rental operations of Griffin Crossings 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 September 1, 1994. /s/L. P. Martin & Company, P.C. L. P. Martin & Company, P.C. Certified Public Accountants October 7, 1994 CONSENT OF INDEPENDENT AUDITORS The Board of Directors United Dominion Realty Trust, Inc.: We consent to the incorporation by reference in the previously filed Registration Statement Form S-3 No. 33-40433, Registration Statement Form S-3 No. 33-32930, Registration Statement Form S-8 No. 33-47926 and Registration Statement Form S-8 No. 33-48000 of United Dominion Realty Trust, Inc. of our report dated November 2, 1994, with respect to the statement of rental operations of Santa Barbara Landings 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 September 1, 1994. /s/L.P. Martin & Company, P.C. L.P. Martin & Company, P.C. Certified Public Accountants November 3, 1994 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 August 18, 1994 with respect to the Statement of Rental Operations of Alexander Glen Apartments the year ended December 31, 1993 included in this Form 8-K dated September 1, 1994. /s/ALLOY, SILVERSTEIN, SHAPIRO, ADAMS, MULFORD & CO. ALLOY, SILVERSTEIN, SHAPIRO, ADAMS, MULFORD & CO. Certified Public Accountants October 31, 1994 -----END PRIVACY-ENHANCED MESSAGE-----