-----BEGIN PRIVACY-ENHANCED MESSAGE----- Proc-Type: 2001,MIC-CLEAR Originator-Name: webmaster@www.sec.gov Originator-Key-Asymmetric: MFgwCgYEVQgBAQICAf8DSgAwRwJAW2sNKK9AVtBzYZmr6aGjlWyK3XmZv3dTINen TWSM7vrzLADbmYQaionwg5sDW3P6oaM5D3tdezXMm7z1T+B+twIDAQAB MIC-Info: RSA-MD5,RSA, S3NyO6uaPWSqkFwLuuDYgiwW0ppAVX2FmmZH1pFB3TfN/0H3bm1e3hDrA6dn9jyT 0gNSkJfiio5KDr3VeycfTw== 0000916641-98-000122.txt : 19980218 0000916641-98-000122.hdr.sgml : 19980218 ACCESSION NUMBER: 0000916641-98-000122 CONFORMED SUBMISSION TYPE: 8-K PUBLIC DOCUMENT COUNT: 1 CONFORMED PERIOD OF REPORT: 19980212 ITEM INFORMATION: FILED AS OF DATE: 19980213 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: SEC FILE NUMBER: 001-10524 FILM NUMBER: 98537577 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 UNITED DOMINION REALTY TRUST, IN. 8-K UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 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) February 13, 1998 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) File Number) Identification No.) 10 South Sixth Street, 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 February 2, 1998, United Dominion Realty Trust, Inc., the registrant, issued a Press Release announcing its 1997 results of operations. The following is a summary of United Dominion Realty Trust, Inc.'s results of operations: For 1997, the Company reported rental revenues of $386.7 million, income from property operations (rental income less rental expenses, excluding depreciation) of $222.9 million and net income available to common shareholders of $52.8 million. For 1996, the Company had rental income of $242.1 million, income from property operations of $137.3 million and net income available to common shareholders of $28.3 million. On a per share basis, basic net income for 1997 was $.61 per share versus $.49 reported for 1996, and diluted net income was $.60 per share for 1997 versus $.49 for 1996. These per share amounts are reported in compliance with Statement of Financial Accounting Standards No. 128, "Earnings Per Share". Net income for 1997 includes gains on sales of investments aggregating $12.7 million ($.15 per share). During 1996 the Company reported gains on sales aggregating $4.3 million ($.08 per share). The Company's 1997 sales are part of its continuing effort to upgrade its portfolio through the disposition of older communities and other properties that no longer meet its investment criteria. For the fourth quarter of 1997, the Company reported rental income of $102.5 million, income from property operations of $60.0 million and net income available to common shareholders of $9.4 million. For the fourth quarter 1996, the Company reported rental income of $67.0 million, income from property operations of $38.6 million, and net income available to common shareholders of $8.0 million. On a per share basis, basic and diluted net income for 1997 were both $.11 per share compared to 1996 when they were both $.14 per share. John P. McCann, President and CEO, stated, "All year, our same community results have been excellent. We enjoyed consistently good occupancy, solid rent growth, gains in non-rental income, and only modest expense growth. As a result, mature apartment net operating income growth was above our 4% target each quarter. We were able to improve our operating margin a full 1% during the year. While there was new construction during the year, there was also very good absorption. Because we operate in so many major markets, some will always be very strong, some will be balanced, and some will be weak. In 1997, many of our markets remained strong throughout the year. At year-end, occupancy was up over year-end 1996, which is encouraging for 1998. We are continuing to sell communities that no longer meet our objectives, primarily our older communities, and we are replacing them with acquisitions and new developments that improve our prospects for the future." A comparison of full year results between 1997 and 1996 communities is as follows: Mature Apartments Eastern Division - In the 31,519 completed apartments in the 127 stabilized communities owned by the Company since the beginning of 1996, rental income increased $7.6 million, or 3.8%, while economic occupancy decreased 0.4% to 92.6%. Rental expenses increased only 2.1% with the result that the operating margin improved 0.7% to 57.3%. Non Mature Apartments Western Division - For the 11,817 completed apartments in 37 stabilized communities west of the Mississippi acquired in connection with the Company's merger with South West Property Trust Inc. (SWP) on December 31, 1996, rental income increased $2.9 million or 4.2% and economic occupancy increased 0.1% to 92.9%. Rental expenses decreased 0.3% with the result that the operating margin improved 2.0%. The decrease in rental expense is partially attributable to the fact that as a consequence of the merger, operating expenses at the former SWP properties were very high in the fourth quarter last year. The 1996 data used in the comparison was obtained from SWP's accounting records. Other Non Mature- For the 19,453 apartments in the 61 communities not owned throughout 1996 and 1997 (plus the 2,570 apartment homes in the 12 communities sold during 1997), excluding those stabilized properties acquired in the SWP transaction, economic occupancy was 89.3% and the operating margin was 59.6%. All Apartments - For the 58,038 weighted average number of apartment homes owned during 1997, economic occupancy was 91.7% and the operating margin was 57.6%. United Dominion Realty Trust, Inc. now owns 62,459 complete apartment homes in 225 communities in 15 states. This reflects the acquisition of five apartment communities (2,076 homes) and the sale of five communities (2,406 homes) subsequent to the end of the year. FINANCIAL INFORMATION
Three Months Ended Year Ended Operating Results December 31, December 31, ----------------------------------- --------------------------------- In thousands, except per share amounts 1997 1996 1997 1996 ----------------------------------------------------------------------------------------------------------------- Operating Data Revenues: Rental income $102,490 $66,993 $386,672 $242,112 Interest and other non-property income 256 510 1,123 1,707 ------------ ----------------- ----------------- ---------------- 102,746 67,503 387,795 243,819 Expenses: Rental expenses: Utilities 6,571 4,925 24,861 17,735 Repairs and maintenance 13,900 10,818 54,607 40,665 Real estate taxes 7,947 4,650 30,961 17,348 Property management 3,049 1,383 12,203 5,575 Other rental expenses 11,048 6,659 41,099 23,510 Real estate depreciation 21,659 13,699 76,688 47,410 Interest 20,739 15,430 79,004 50,843 General and administrative 1,804 1,226 7,075 5,418 Other depreciation and amortization 745 382 2,084 1,299 Impairment loss on real estate owned 0 0 1,400 290 ------------ ----------------- ----------------- ---------------- 87,462 59,172 329,982 210,093 Income before gains (losses) on sales of investments, minority interest of unitholders in operating partnership and extraordinary items 15,284 8,331 57,813 33,726 Gains (losses) on sales of investments (18) 2,170 12,664 4,346 ------------ ----------------- ----------------- ---------------- Income before minority interest of unitholders in operating partnership and extraordinary items 15,266 10,501 70,477 38,072 Minority interest of unitholders in operating partnership (166) (32) (278) (58) ------------ ----------------- ----------------- ---------------- Income before extraordinary item 15,100 10,469 70,199 38,014 Extraordinary item-early extinguishment of debt (50) (23) (50) (23) ------------ ----------------- ----------------- ---------------- Net income 15,050 10,446 70,149 37,991 Dividends to preferred shareholders (5,653) (2,428) (17,345) (9,713) ------------ ----------------- ----------------- ---------------- Net income available to common shareholders $9,397 $8,018 $52,804 $28,278 ============ ================= ================= ================ Weighted average number of common shares outstanding 88,756 58,983 87,145 57,482 Common distributions declared $22,509 $14,202 $88,587 $55,493 - ------------------------------------------------------------------------------------------------------------------ Other Data Cash Flow Data Cash provided by operating activities 26,812 17,464 137,903 90,064 Cash used in investing activities (62,095) (19,036) (345,666) (161,572) Cash provided by financing activities 30,373 7,221 194,784 82,056 Funds from Operations* Income before gains (losses) on sales of investments, minority interest of unitholders in operating partnership and extraordinary $15,284 $8,331 $57,813 $33,726 Adjustments: Real estate depreciation 21,659 13,699 76,688 47,410 Dividends to preferred shareholders (5,653) (2,428) (17,345) (9,713) Impairment loss on real estate owned 0 0 1,400 290 ------------ ----------------- ----------------- ---------------- Funds from operations $31,290 $19,602 $118,556 $71,713 ============ ================= ================= ================ - ------------------------------------------------------------------------------------------------------------------ Per Share Data: Basic net income available to common shareholders $0.11 $0.14 $0.61 $0.49 Diluted net income available to common shareholders $0.11 $0.14 $0.60 $0.49 Common distributions declared $0.2525 $0.24 $1.01 $0.96 - ------------------------------------------------------------------------------------------------------------------ Mature Apartment Information Eastern Division: Average monthly rent $580 $560 $572 $551 Physical occupancy 93.6% 93.2% 93.3% 93.7% Economic occupancy 93.0% 92.4% 92.6% 93.0% Expense ratio 41.8% 42.7% 42.7% 43.4% Western Division: ** Average monthly rent $545 $527 $538 $516 Physical occupancy 94.4% 92.7% 93.7% 93.5% Economic occupancy 93.5% 92.0% 92.9% 92.8% Expense ratio 43.7% 50.9% 44.5% 46.5% - ----------------------------------------------------------------------------------------------------------------- Apartment Homes Owned Total apartment homes owned at end of period 62,789 55,664 62,789 55,664 Weighted average number of apartment homes owned during the period 61,137 41,352 58,038 37,481 - ------------------------------------------------------------------------------------------------------------------
Balance Sheet Data December 31, ----------------------------------- 1997 1996 ---------------------------------------------------------------------------------------------- Real estate owned, at cost*** $2,472,537 $2,085,023 Notes payable-secured 417,325 376,560 Notes payable-unsecured 738,901 668,275 Shareholders' equity 1,058,357 850,379 Number of common shares outstanding 89,168 81,983 ---------------------------------------------------------------------------------------------- * Funds from operations is defined as income before gains (losses) on the sales of investments, minority interest of unitholders in operating partnership and extraordinary items (computed in accordance with generally accepted accounting principles) plus real estate depreciation, less preferred dividends and after adjustment for significant non-recurring items, if any. ** Data for 1996 obtained from accounting records of South West Property Trust Inc. This data is for the 11,817 stablized apartment communities acquired in the South West Property Trust Inc. Merger on December 31, 1996. *** Includes real estate held for investment, real estate held for disposition and real estate under development. Mature Apartment Information By Major Market Average Rental Physical Occupancy Rent Rate -------------------------------- Market Apartments(1) 4Q97 4Q96 4Q97 Growth(2) - ------------------------------------------------------------------------------------------------------------ Dallas, TX 7,223 95.5% 94.3% $558 5.1% Columbia, SC 3,218 93.5% 90.9% 501 1.9% Richmond, VA 3,000 95.3% 93.1% 565 4.4% Raleigh, NC 2,440 96.0% 98.8% 626 5.8% Tampa, FL 2,351 93.9% 93.5% 581 5.0% Orlando, FL 2,088 94.8% 93.5% 584 5.1% Charlotte, NC 1,795 95.6% 94.2% 596 4.1% Baltimore, MD 1,746 92.7% 94.3% 663 3.2% Eastern NC 1,730 92.7% 97.5% 548 4.7% Hampton Roads, VA 1,436 93.6% 89.7% 547 2.2% Nashville, TN 1,344 93.1% 92.8% 593 2.9% Greenville, SC 1,330 91.4% 88.6% 511 2.1% Washington DC 1,011 87.1% 87.4% 665 2.7% Ft. Lauderdale, FL 960 93.7% 93.7% 799 2.7% Memphis, TN 935 92.9% 93.8% 523 4.1% San Antonio, TX 925 92.5% 89.0% 512 0.9% Atlanta, GA 906 94.1% 91.9% 601 1.8% Austin, TX 517 92.7% 86.8% 533 0.7% Houston, TX 514 95.8% 90.5% 474 2.4% Greensboro, NC 447 81.3% 84.5% 485 3.7% Phoenix, AZ 392 87.0% 95.0% 530 3.2% Jacksonville, FL 352 90.9% 88.6% 589 1.5% Notes: (1) Mature apartments for 1997 are those communities that were acquired, developed and stabilized prior to January 1996, including those of South West Property Trust Inc. acquired on December 31, 1996, and held throughout all four quarters of 1996 and 1997. (2) The change in gross potential rent from fourth quarter 1996 to fourth quarter 1997. SIGNATURES Pursuant to the requirements of the Securities and Exchange Act of 1934, the registrant has duly caused this report to be signed on behalf by the undersigned hereunto duly authorized. UNITED DOMINION REALTY TRUST, INC. Date: February 13, 1998 /s/ James Dolphin ----------------------------------------- James Dolphin, Executive Vice President and Chief Financial Officer Date February 13, 1998 /s/ Jerry A. Davis ----------------------------------------- Jerry Davis, Vice President and Corporate Controller
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