-----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, ZZ3cGzwbfFItH5VwDl7KUMtVxjcM+bRaCdXjAoVH85PIRZ461h1OT5QRakVPFsP+ AYe5wZp/BMv83V9oOKs8Ww== 0000916641-95-000213.txt : 199507180000916641-95-000213.hdr.sgml : 19950718 ACCESSION NUMBER: 0000916641-95-000213 CONFORMED SUBMISSION TYPE: 8-K PUBLIC DOCUMENT COUNT: 2 CONFORMED PERIOD OF REPORT: 19950730 ITEM INFORMATION: Acquisition or disposition of assets ITEM INFORMATION: Financial statements and exhibits FILED AS OF DATE: 19950717 SROS: NYSE FILER: COMPANY DATA: COMPANY CONFORMED NAME: UNITED DOMINION REALTY TRUST INC CENTRAL INDEX KEY: 0000074208 STANDARD INDUSTRIAL CLASSIFICATION: REAL ESTATE INVESTMENT TRUSTS [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: 95554297 BUSINESS ADDRESS: STREET 1: 330 S 6TH STREET SUITE 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 UNITED DOMINION REALTY TRUST, INC. 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) June 30, 1995 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 2. Acquisition or Disposition of Assets On June 30, 1995, the registrant, United Dominion Realty Trust, Inc. ("the Trust"), acquired an apartment property from Walden Lake I, Ltd., a Florida limited partnership. Following this transaction, the Trust's acquisitions for 1995 were "significant" in the aggregate. A brief summary of each of the Trust's 1995 acquisitions to date is set forth below. Each property was acquired from an unrelated seller for consideration agreed upon through arm's length bargaining. Unless stated otherwise, to the extent cash was utilized to complete an acquisition, the source of that cash was (i) net proceeds of approximately $101.5 million from the April, 1995 public sale of 9 1/4% Cumulative Redeemable Preferred Stock ( $25 liquidation preference value) or (ii) bank line borrowings. On February 10, 1995, the Trust, acquired an apartment property from Hickory Villa Associates, Ltd., a Tennessee limited partnership for $7.1 million, including closing costs, all cash. Hickory Pointe Apartments, located in Memphis, Tennessee, is a 240 unit garden apartment community located on 12.02 acres built in 1985. On March 29, 1995, the Trust acquired an apartment property from MAQ/Gwinnett Square Associates, L.P., a Georgia limited partnership for $9.3 million, including closing costs, all cash. Gwinnett Square Apartments, located in Atlanta, Georgia, is a 239 garden apartment community located on 18.50 acres built in 1985. On May 4, 1995, the Trust, acquired a portfolio of nine apartment communities, located in Delaware (1), Maryland (5), and Virginia (3). The nine communities were purchased in nine separate but related transactions from various real estate partnerships associated with High Associates, Ltd., a division of High Industries, Inc., Lancaster, Pennsylvania for $65.7 million, including closing costs (the "High Portfolio") as described below. The Trust acquired an apartment property from Brittingham Square Limited Partnership, a Maryland limited partnership for $5.6 million, including closing costs, all cash. Brittingham Square Apartments, located in Salisbury, Maryland, is a 144 unit garden apartment community located on 12.09 acres built in 1991. The Trust acquired an apartment property from The Greens at Schumaker Pond I Limited Partnership, a Maryland limited partnership for $6.8 million, including closing costs, all cash. The Greens at Schumaker Pond Apartments, located in Salisbury, Maryland, is a 168 unit garden apartment community located on 12.49 acres built in 1988. The Trust acquired an apartment property from the Greens at Hollymead Limited Partnership, a Virginia limited partnership for $6.2 million, including closing costs, all cash. The Greens at Hollymead Apartments, located in Charlottesville, Virginia , is a 144 unit garden apartment community located on 14.40 acres built in 1990. The Trust acquired an apartment property from The Greens at Falls Run Limited Partnership, a Virginia limited partnership for $8.1 million, including closing costs, all cash. The Greens at Falls Run Apartments, located in Fredericksburg, Virginia, is a 200 unit garden apartment community located on 17.92 acres built in 1989. The Trust acquired an apartment property from The Greens at Hilton Run I Limited Partnership and The Greens at Hilton Run II Limited Partnership, Maryland limited partnerships for $13.2 million, including closing costs, all cash. The Greens at Hilton Run Apartments, located in Lexington Park, Maryland, is a 328 unit garden apartment community located on 56.04 acres built in 1988. The Trust acquired an apartment property from The Greens at Cross Court Associates Limited Partnership and the Greens at Cross Court II Limited Partnership, Maryland limited partnerships for $5.7 million, including closing costs, all cash. The Greens at Cross Court Apartments, located in Easton, Maryland, is a 144 unit garden apartment community located on 27.11 acres built in 1987. The Trust acquired an apartment property from The Greens of Constant Friendship I Limited Partnership, a Maryland limited partnership for $5.6 million, including closing costs, all cash. The Greens of Constant Friendship Apartments, located in Baltimore, Maryland, is a 136 unit garden apartment community located on 10.85 acres built in 1990. The Trust acquired an apartment property from The Greens of Kent Limited Partnership, a Delaware limited partnership for $ 6.4 million, including closing costs, all cash. The Greens at Cedar Chase Apartments, located in Dover, Delaware, is a 144 unit garden apartment community located on 15.79 acres built in two phases in 1988 and 1989. The Trust acquired an apartment property from The Manor at England Run Limited Partnership, a Virginia limited partnership for $8.1 million, including closing costs, all cash. The Manor at England Run Apartments, located in Fredericksburg ,Virginia, is a 188 unit garden apartment community located on 15.88 acres built in 1990. On June 30, 1995, the Trust acquired an apartment property from Walden Lake Apartment I, Ltd., a Florida limited partnership for $13.4 million, including closing costs, all cash. Hunters Ridge at Walden Lake Apartments, located near Tampa in Plant City, Florida, is a 352 unit garden apartment community located on 46.64 acres constructed in two phases in 1991 and 1994. ITEM 7. Financial Statements, Pro Forma Financial Information and Exhibits Description Location (a) Financial Statements of Businesses Acquired 5 through 10 (b) Pro Forma Financial Information 11 through 18 (c) Exhibits (23) Consents of Independent Auditors 20 (Letterhead of L. P. Martin & Company) Independent Auditors' Report To the Owners of Brittingham Square Apartments, The Greens at Cedar Chase Apartments, The Greens at Cross Court Apartments, The Greens at Falls Run Apartments, The Greens at Hilton Run Apartments, The Greens at Hollymead Apartments, The Greens at Schumaker Pond Apartments, The Greens of Constant Friendship Apartments, The Manor at England Run Apartments We have audited the accompanying combined statement of rental operations (as defined in Note 2) of the following apartment properties for the year ended December 31, 1994: Brittingham Square Apartments The Greens at Cedar Chase Apartments The Greens at Cross Court Apartments The Greens at Falls Run Apartments The Greens at Hilton Run Apartments The Greens at Hollymead Apartments The Greens at Schumaker Pond Apartments The Greens of Constant Friendship Apartments The Manor at England Run Apartments This financial statement is the responsibility of the management of the apartment properties. 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 5, and is not intended to be a complete presentation of the apartment properties' 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 the apartment properties for the year ended December 31, 1994, in conformity with generally accepted accounting principles. L. P. Martin & Company, P.C. Certified Public Accountants May 24, 1995 BRITTINGHAM SQUARE APARTMENTS THE GREENS AT CEDAR CHASE APARTMENTS THE GREENS AT CROSS COURT APARTMENTS THE GREENS AT FALLS RUN APARTMENTS THE GREENS AT HILTON RUN APARTMENTS THE GREENS AT HOLLYMEAD APARTMENTS THE GREENS AT SCHUMAKER POND APARTMENTS THE GREENS OF CONSTANT FRIENDSHIP APARTMENTS THE MANOR AT ENGLAND RUN APARTMENTS COMBINED STATEMENT OF RENTAL OPERATIONS YEAR ENDED DECEMBER 31, 1994 REVENUES FROM RENTAL PROPERTY $ 11,095,211 RENTAL PROPERTY EXPENSES: Real Estate Taxes 741,060 Repairs and Maintenance 1,453,052 Utilities 681,216 Property Management Fees 440,798 Other Operating Expenses 1,143,556 TOTAL RENTAL PROPERTY EXPENSES 4,459,682 INCOME FROM RENTAL OPERATIONS $ 6,635,529 The accompanying notes are an integral part of this statement. BRITTINGHAM SQUARE APARTMENTS THE GREENS AT CEDAR CHASE APARTMENTS THE GREENS AT CROSS COURT APARTMENTS THE GREENS AT FALLS RUN APARTMENTS THE GREENS AT HILTON RUN APARTMENTS THE GREENS AT HOLLYMEAD APARTMENTS THE GREENS AT SCHUMAKER POND APARTMENTS THE GREENS OF CONSTANT FRIENDSHIP APARTMENTS THE MANOR AT ENGLAND RUN APARTMENTS NOTES TO THE COMBINED STATEMENT OF RENTAL OPERATIONS YEAR ENDED DECEMBER 31, 1994 NOTE 1 - BASIS OF PRESENTATION The apartment properties consist of nine residential apartment communities located in Delaware, Maryland, and Virginia together with the existing leases. The assets that comprise the Properties have been held as an investment of the following owners (the owners), throughout the year ended December 31, 1994. The accompanying financial statement presents the results of rental operations of the Properties as a stand-alone entity.
Property Owner Brittingham Square Apartments Brittingham Square Limited Partnership, a Maryland limited partnership The Greens at Cedar Chase Apartments The Greens of Kent Limited Partnership, a Delaware limited partnership The Greens at Cross Court Apartments The Greens at Cross Court Associates (I and II) Limited Partnership, Maryland limited partnerships The Greens at Falls Run Apartments The Greens at Falls Run Limited Partnership, a Virginia limited partnership The Greens at Hilton Run Apartments The Greens at Hilton Run (I and II) Limited Partnership, Maryland limited partnerships The Greens at Hollymead Apartments The Greens at Hollymead Limited Partnership, a Virginia limited partnership The Greens at Schumaker Pond Apartments The Greens at Schumaker Pond Limited Partnership, a Maryland limited partnership The Greens of Constant Friendship The Greens of Constant Friendship I Apartments Limited Partnership, a Maryland limited partnership The Manor at England Run Apartments The Manor at England Run Limited Partnership, a Virginia limited partnership
BRITTINGHAM SQUARE APARTMENTS THE GREENS AT CEDAR CHASE APARTMENTS THE GREENS AT CROSS COURT APARTMENTS THE GREENS AT FALLS RUN APARTMENTS THE GREENS AT HILTON RUN APARTMENTS THE GREENS AT HOLLYMEAD APARTMENTS THE GREENS AT SCHUMAKER POND APARTMENTS THE GREENS OF CONSTANT FRIENDSHIP APARTMENTS THE MANOR AT ENGLAND RUN APARTMENTS NOTES TO THE COMBINED STATEMENT OF RENTAL OPERATIONS YEAR ENDED DECEMBER 31, 1994 NOTE 2 - SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES Revenue and Expense Recognition The accompanying combined 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 - THE PROPERTIES The properties consist of garden style residential apartment communities. The properties are geographically distributed as follows: Total Number Property Location of Apartments Brittingham Square Salisbury, MD 144 The Greens at Cedar Chase Dover, DE 144 The Greens at Cross Court Easton, MD 144 The Greens at Falls Run Fredericksburg, VA 200 The Greens at Hilton Run Lexington Park, MD 328 The Greens at Hollymead Charlottesville, VA 144 The Greens at Schumaker Pond Salisbury, MD 168 The Greens of Constant Friendship Baltimore, MD 136 The Manor at England Run Fredericksburg, VA 188 1,596 BRITTINGHAM SQUARE APARTMENTS THE GREENS AT CEDAR CHASE APARTMENTS THE GREENS AT CROSS COURT APARTMENTS THE GREENS AT FALLS RUN APARTMENTS THE GREENS AT HILTON RUN APARTMENTS THE GREENS AT HOLLYMEAD APARTMENTS THE GREENS AT SCHUMAKER POND APARTMENTS THE GREENS OF CONSTANT FRIENDSHIP APARTMENTS THE MANOR AT ENGLAND RUN APARTMENTS NOTES TO THE COMBINED STATEMENT OF RENTAL OPERATIONS YEAR ENDED DECEMBER 31, 1994 NOTE 4 - PROPERTY MANAGEMENT FEES Property management services were provided through Case/Edwards Enterprises, Inc., an affiliate of the owners of the properties. Fees for such services were 4% of gross receipts from operations. NOTE 5 - SALE OF PROPERTIES The properties were sold to United Dominion Realty Trust, Inc. on May 4, 1995. This combined statement of rental operations has been prepared to be included in a Current Report on Form 8-K to be filed by United Dominion Realty Trust, Inc. UNITED DOMINION REALTY TRUST, INC. CERTAIN PROPERTIES ACQUIRED COMBINED SUMMARY OF REVENUES AND CERTAIN RENTAL EXPENSES FOR THE YEAR ENDED DECEMBER 31, 1994 (IN THOUSANDS OF DOLLARS) Rental income $ 11,095 Rental expenses (excluding depreciation): Utilities $ 681 Repairs and maintenance 1,453 Real estate taxes 741 Property management 441 Other rental expenses 1,144 4,460 Excess of revenues over certain rental expenses $ 6,635 CERTAIN PROPERTIES ACQUIRED COMBINED SUMMARY OF REVENUES AND CERTAIN RENTAL EXPENSES FOR THE THREE MONTHS ENDED MARCH 31, 1995 (IN THOUSANDS OF DOLLARS) Rental income $ 2,849 Rental expenses (excluding depreciation): Utilities $ 174 Repairs and maintenance 268 Real estate taxes 184 Property management 113 Other rental expenses 289 1,028 Excess of revenues over certain rental expenses $ 1,821 NOTES TO COMBINED SUMMARY OF REVENUES AND CERTAIN RENTAL EXPENSES The combined summary of revenues and certain rental expenses reflect the operations of the High Portfolio ("the properties"), for the year ended December 31, 1994 based upon the combined audited statement of rental operations of the properties appearing elsewhere herein and for the three month period ended March 31, 1995 based upon the unaudited statement of rental operations of the property. The combined summary has 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. CONSOLIDATED PRO FORMA CONDENSED FINANCIAL STATEMENTS (UNAUDITED) The following consolidated pro forma balance sheet at March 31, 1995 gives effect to the acquisition by the Trust of the nine apartment communities included in the High Portfolio on May 4, 1995 for $65.7 million, including closing costs from various real estate partnerships affiliated with High Associates, Ltd., a division of High Industries, Inc., Lancaster, Pennsylvania. The following consolidated pro forma condensed statements of operations for the year ended December 31, 1994 and the three months ended March 31, 1995 assume the acquisition of the High Portfolio as if it had occurred at the beginning of each period presented. 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 acquisitions been completed on the dates 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, 1994 (included in the Trust's Form 10-K for the year ended December 31, 1994) and the unaudited financial statements as of March 31, 1995 and for the three months then ended (included in the Trust's Form 10-Q for the periods ended March 31, 1995) and the accompanying notes. UNITED DOMINION REALTY TRUST, INC. PRO FORMA CONSOLIDATED BALANCE SHEET March 31, 1995 (Unaudited) (In thousands, except share data)
PRO FORMA PRO HISTORICAL (1) ADJUSTMENTS FORMA Assets Real estate owned Apartments $950,717 $65,705 (2) $1,016,422 Shopping centers 73,483 73,483 Office and industrial buildings 4,604 4,604 1,028,804 65,705 1,094,509 Less accumulated depreciation 129,139 129,139 899,665 65,705 965,370 Cash and cash equivalents 12,386 12,386 Other assets 18,753 18,753 $930,804 $65,705 $996,509 Liabilities and shareholders' equity Mortgage notes payable $153,325 $153,325 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 155,355 155,355 Accounts payable, accrued expenses and other 16,057 16,057 Distributions payable to shareholders 11,640 11,640 561,377 561,377 Shareholders' equity: Preferred stock, 25,000,000 shares authorized, no shares outstanding at March 31, 1995 (2,719,412 shares of 9 1/4% Cumulative Redeemable, $25 liquidation preference value outstanding in pro forma) - 67,985 (3) 67,985 Common stock, $1 par value; 100,000,000 shares authorized 51,731,984 shares issued and outstanding 51,732 51,732 Additional paid in capital 427,364 (2,280)(3) 425,084 Notes receivable from officer shareholders (5,984) (5,984) Distributions in excess of earnings (103,685) (103,685) Total shareholders' equity 369,427 65,705 435,132 $930,804 $65,705 $996,509 See accompanying notes.
UNITED DOMINION REALTY TRUST, INC. NOTES TO CONSOLIDATED PRO FORMA BALANCE SHEET MARCH 31, 1995 (UNAUDITED) (1) Represents the Trust's Historical Balance Sheet contained in the Trust's Quarterly Report on Form 10-Q for the quarter ended March 31, 1995. (2) Represents the purchase price of $65.7 million, including closing costs, for the nine properties acquired in the High Portfolio. (3) On April 24, 1995, the Trust sold 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 of approximately $101.5 million were used to fund the acquisition of the High Portfolio and to repay, in full, then existing bank debt. Item (3) represents the net proceeds received by the Trust from the sale of 2.7 million shares of the preferred stock used to acquire the High Portfolio. The preferred stock was recorded at the liquidation preference value of $25 per share and underwriting discounts and other offering costs of $2.3 million were incurred and recorded against additional paid in capital. UNITED DOMINION REALTY TRUST, INC. PRO FORMA CONSOLIDATED STATEMENT OF OPERATIONS For the Three Months Ended March 31, 1995 (Unaudited) (In thousands of dollars, except per share data)
PRO FORMA PRO HISTORICAL (1) HIGH PORTFOLIO (2) ADJUSTMENTS FORMA Income Property operations: Rental Income $45,493 $2,849 $48,342 Property expenses: Utilities 3,657 174 3,831 Repairs & maintenance 6,347 268 6,615 Real estate taxes 3,236 184 3,420 Property management 1,254 113 ($15)(3) 1,352 Other operating expenses 4,069 289 4,358 Depreciation of real estate owned 9,056 409 (4) 9,465 27,619 1,028 394 29,041 Income from property operations 17,874 1,821 (394) 19,301 Interest income 174 174 18,048 1,821 (394) 19,475 Expenses Interest 10,454 10,454 General and administrative 1,234 1,234 Other depreciation and amortization 273 273 11,961 0 0 11,961 Income before gains on investments and extraordinary item 6,087 1,821 (394) 7,514 Gains on sale of investments 63 63 Net income 6,150 1,821 (394) 7,577 Dividends to preferred shareholders 1,572 (5) 1,572 Net income available for common shareholders $6,150 $1,821 ($1,966) $6,005 Weighted average common shares 51,125 51,125 Net income per common share $0.12 $0.12 Cash dividends per common share $0.225 $0.225
See accompanying notes. UNITED DOMINION REALTY TRUST, INC. PRO FORMA CONSOLIDATED STATEMENT OF OPERATIONS For the Twelve Months Ended December 31, 1994 (Unaudited) (In thousands of dollars, except per share data)
PRO FORMA PRO HISTORICAL (1) HIGH PORTFOLIO (2) ADJUSTMENTS FORMA Income Property operations: Rental Income $139,972 $11,095 $151,067 Property expenses: Utilities 11,206 681 11,887 Repairs & maintenance 21,216 1,453 22,669 Real estate taxes 9,658 741 10,399 Property management 4,645 441 ($60)(3) 5,026 Other operating expenses 12,141 1,144 13,285 Depreciation of real estate owned 28,729 1,637 (4) 30,366 87,595 4,460 1,577 93,632 Income from property operations 52,377 6,635 (1,577) 57,435 Interest income 756 756 53,133 6,635 (1,577) 58,191 Expenses Interest 28,521 28,521 General and administrative 4,803 4,803 Other depreciation and amortization 691 691 34,015 0 0 34,015 Income before gains on investments and extraordinary item 19,118 6,635 (1,577) 24,176 Gains on sale of investments 108 108 Income before extraordinary item 19,226 6,635 (1,577) 24,284 Extraordinary item - early extinguishment of debt (89) (89) Net income 19,137 6,635 (1,577) 24,195 Dividends to preferred shareholders 6,289 (5) 6,289 Net income available to common shareholders $19,137 $6,635 ($7,866) $17,906 Weighted average common shares 46,182 46,182 Net income per share common share $0.41 $0.39 Cash dividends per common share $0.78 $0.78
See accompanying notes. UNITED DOMINION REALTY TRUST, INC. NOTES TO PRO FORMA STATEMENTS OF OPERATIONS FOR THE THREE MONTHS ENDED MARCH 31, 1995 AND THE YEAR ENDED DECEMBER 31, 1994 (UNAUDITED) (1) Represents the Trust's Historical Statements of Operations contained in its Quarterly Report on Form 10-Q for the three months ended March 31, 1995 and its Annual Report on Form 10-K for the year ended December 31, 1994. (2) Represents actual rental income and related operating expenses of the High Portfolio, as reported elsewhere herein. (3) Reflects the net decrease in property management fees for the High Portfolio. The Trust internally manages its apartment properties at a cost of approximately 3.5% of rental income. (4) Reflects the net adjustments to depreciation expense to record the High Portfolio 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 of 15 years based upon the initial cost of the High Portfolio of $65.7 million. (5) Reflects the adjustment to net income to record dividends paid to preferred shareholders on 2.7 million shares of preferred stock in calculating net income available to common shareholders. 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: July 17, 1995 /s/ James Dolphin James Dolphin, Senior Vice President Chief Financial Officer Date: July 17, 1995 /s/ Jerry A. Davis Jerry A. Davis, Vice President Controller EX-23 2 EXHIBIT 23 CONSENT OF INDEPENDENT AUDITORS 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-3 No. 33-55159, Registration Statement Form S-8 No. 33-47926, Registration Statement Form S-8 No. 33-48000, and Registration Statement Form S-8 No. 33-58201 of United Dominion Realty Trust, Inc. of our reports dated May 24, 1995, with respect to the statements of rental operations of Brittingham Square Apartments, The Manor at England Run Apartments, The Greens of Constant Friendship Apartments, The Greens at Cedar Chase Apartments, The Greens at Cross Court Apartments, The Greens at Falls Run Apartments, The Greens at Hilton Run Apartments, The Greens at Hollymead Apartments, and The Greens at Schumaker Pond Apartments for the year ended December 31, 1994, included in this Form 8-K/A, Amendment to Application or Report on Form 8-K dated June 30, 1995. /s/ L.P. Martin & Company, P.C. L.P. Martin & Company, P.C. Certified Public Accountants July 14, 1995 -----END PRIVACY-ENHANCED MESSAGE-----