-----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, HEVAz+MUtau3C7dEyouGvBrjnWveiR7PM5bRaggDHsWLBktFMP5UymasqspPjTxw dd04kiq3HtngCm3ly4bpOw== 0000916641-98-000908.txt : 19980814 0000916641-98-000908.hdr.sgml : 19980814 ACCESSION NUMBER: 0000916641-98-000908 CONFORMED SUBMISSION TYPE: 8-K/A PUBLIC DOCUMENT COUNT: 2 CONFORMED PERIOD OF REPORT: 19980609 ITEM INFORMATION: FILED AS OF DATE: 19980813 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/A SEC ACT: SEC FILE NUMBER: 001-10524 FILM NUMBER: 98686478 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 AMENDMENT NO. 1 TO FORM 8-K UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 8-K/A AMENDMENT TO APPLICATION OR REPORT 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 June 9, 1998, which was filed with the Securities and Exchange Commission on June 24, 1998, to include the Consolidated Financial Statements of Businesses Acquired, the Consolidated Pro Forma Financial Statements and Notes thereto, and Exhibits as set forth on the pages attached hereto. ITEM 7. Financial Statements, Pro Forma Financial Information and Exhibits. (a) Financial Statements of Businesses Acquired (b) Pro Forma Financial Information (c) Exhibits (23) Consent of Experts SIGNATURES Pursuant to the requirements of the Securities and Exchange Act of 1934, the registrant has duly caused this Amendment to be signed on its behalf by the undersigned, thereto duly authorized. UNITED DOMINION REALTY TRUST, INC. (Registrant) /s/ James Dolphin ---------------------------------------- James Dolphin Executive Vice President, Chief Financial Officer and Chief Accounting Officer Date: August 13, 1998 ITEM 7. Financial Statements, Pro Forma Financial Information and Exhibits
Description Location ----------- -------- (a) Financial Statements of Businesses Acquired 3 through 26 (b) Pro Forma Financial Information 27 through 39 (c) Exhibits (23) Consent of Independent Public Accountants 40
TRAILS AT MOUNT MORIAH APARTMENTS TRAILS AT KIRBY PARKWAY APARTMENTS CINNAMON TRAILS APARTMENTS COMBINED STATEMENT OF RENTAL OPERATIONS YEAR ENDED DECEMBER 31, 1997 Independent Auditors' Report To the Owners of Trails at Mount Moriah Apartments Trails at Kirby Parkway Apartments Cinnamon Trails 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, 1997: Trails at Mount Moriah Apartments Trails at Kirby Parkway Apartments Cinnamon Trails 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 statement is free of material misstatement. An audit includes examining, on a test basis, evidence supporting the amounts and disclosures in the financial statement. 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 revenue and operating expenses, as described in Note 2, of the apartment properties for the year ended December 31, 1997, in conformity with generally accepted accounting principles. L. P. Martin & Company, P.C. Certified Public Accountants May 8, 1998 TRAILS AT MOUNT MORIAH APARTMENTS TRAILS AT KIRBY PARKWAY APARTMENTS CINNAMON TRAILS APARTMENTS COMBINED STATEMENT OF RENTAL OPERATIONS YEAR ENDED DECEMBER 31, 1997 REVENUES FROM RENTAL PROPERTY $ 7,887,777 ----------- RENTAL PROPERTY EXPENSES: Real Estate Taxes 463,450 Repairs and Maintenance 697,883 Utilities 174,768 Property Management Fees 397,424 Other Operating Expenses 739,325 ----------- TOTAL RENTAL PROPERTY EXPENSES 2,472,850 ----------- INCOME FROM RENTAL OPERATIONS $ 5,414,927 =========== The accompanying notes are an integral part of this statement. TRAILS AT MOUNT MORIAH APARTMENTS TRAILS AT KIRBY PARKWAY APARTMENTS CINNAMON TRAILS APARTMENTS NOTES TO THE COMBINED STATEMENT OF RENTAL OPERATIONS YEAR ENDED DECEMBER 31, 1997 NOTE 1 - BASIS OF PRESENTATION The apartment properties consist of three residential apartment communities located in Memphis, Tennessee 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, 1997. The accompanying financial statement presents the results of rental operations of the Properties as a stand-alone entity.
Property Owner - -------- ----- Trails at Mount Moriah Apartments Beeler-Sanders, Ltd., a Texas limited partnership Trails at Kirby Parkway Apartments Trails at Kirby Parkway I Associates, Ltd., a Tennessee limited partnership Cinnamon Trails Apartments Trails at Kirby Parkway II Associates, Ltd., a Tennessee limited partnership
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 entity expenses 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. Advertising - Advertising costs are expensed when incurred. TRAILS AT MOUNT MORIAH APARTMENTS TRAILS AT KIRBY PARKWAY APARTMENTS CINNAMON TRAILS APARTMENTS NOTES TO THE COMBINED STATEMENT OF RENTAL OPERATIONS YEAR ENDED DECEMBER 31, 1997 NOTE 2 - SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (Continued) Estimates - The preparation of financial statements in conformity with generally accepted accounting principles requires management to make estimates and assumptions that affect the reported amounts of revenues and expenses during the reporting period. Actual results could differ for those estimates. NOTE 3 - THE PROPERTIES The properties consist of residential apartment communities. The properties are located in the southeast area of Memphis, Tennessee. The total number of apartments is as follows: Total Number Property of Apartments - -------- ------------- Trails at Mount Moriah Apartments 630 Trails at Kirby Parkway Apartments 376 Cinnamon Trails Apartments 208 ----- 1,214 ===== NOTE 4 - PROPERTY MANAGEMENT FEES Property management services were provided through Beeler Properties, Inc., an affiliate of the Owners of the properties. Fees for such services were 5% of gross receipts from operations. NOTE 5 - SALE OF PROPERTIES The properties were sold to United Dominion Realty, L. P., a wholly owned subsidiary of United Dominion Realty Trust, Inc. on January 9, 1998. 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. DOGWOOD CREEK APARTMENTS STATEMENT OF RENTAL OPERATIONS ONE MONTH ENDED JANUARY 31, 1998 Independent Accountants' Compilation Report To the Owners of Dogwood Creek Apartments We have compiled the accompanying statement of rental operations exclusive of mortgage interest expense, depreciation, amortization, income taxes and entity expenses of Dogwood Creek Apartments for the one month ended January 31, 1998, in accordance with Statements on Standards for Accounting and Review Services issued by the American Institute of Certified Public Accountants. A compilation is limited to presenting in the form of financial statements information that is the representation of the management and owners. We have not audited or reviewed the accompanying financial statement and, accordingly, do not express an opinion or any other form of assurance on it. Management has elected to omit substantially all of the disclosures required by generally accepted accounting principles. If the omitted disclosures were included in the financial statement, they might influence the user's conclusions about the results of operations. Accordingly, this financial statement is not designed for those who are not informed about such matters. L. P. Martin & Company, P.C. Certified Public Accountants Richmond, Virginia May 1, 1998 DOGWOOD CREEK APARTMENTS STATEMENT OF RENTAL OPERATIONS ONE MONTH ENDED JANUARY 31, 1998 (See Independent Accountants' Compilation Report) REVENUES FROM RENTAL PROPERTY $ 208,489 --------- RENTAL PROPERTY EXPENSES: Real Estate Taxes 21,289 Repairs and Maintenance 18,569 Utilities 10,597 Property Management Fees 8,358 Other Operating Expenses 21,262 --------- TOTAL RENTAL PROPERTY EXPENSES 80,075 --------- INCOME FROM RENTAL OPERATIONS $ 128,414 ========= DOGWOOD CREEK APARTMENTS STATEMENT OF RENTAL OPERATIONS YEAR ENDED DECEMBER 31, 1997 Independent Auditors' Report To the Owners of Dogwood Creek Apartments We have audited the accompanying statement of rental operations (as defined in Note 2) of Dogwood Creek Apartments for the year ended December 31, 1997. This financial statement is the responsibility of the management of Dogwood Creek Apartments. Our responsibility is to express an opinion on this statement based on our audit. We conducted our audit in accordance with generally accepted auditing standards. Those standards require that we plan and perform the audit to obtain reasonable assurance about whether the financial statement is free of material misstatement. An audit includes examining, on a test basis, evidence supporting the amounts and disclosures in the financial statement. 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 Dogwood Creek Apartments' revenues and expenses. In our opinion, the statement referred to above presents fairly, in all material respects, the revenues and operating expenses, as described in Note 2, of Dogwood Creek Apartments for the year ended December 31, 1997, in conformity with generally accepted accounting principles. L. P. Martin & Company, P.C. Certified Public Accountants Richmond, Virginia May 1, 1998 DOGWOOD CREEK APARTMENTS STATEMENT OF RENTAL OPERATIONS YEAR ENDED DECEMBER 31, 1997 REVENUES FROM RENTAL PROPERTY $ 1,482,613 ----------- RENTAL PROPERTY EXPENSES: Real Estate Taxes 51,748 Repairs and Maintenance 166,003 Utilities 78,611 Property Management Fees 60,581 Other Operating Expenses 214,768 ----------- TOTAL RENTAL PROPERTY EXPENSES 571,711 ----------- INCOME FROM RENTAL OPERATIONS $ 910,902 =========== The accompanying notes are an integral part of this statement. DOGWOOD CREEK APARTMENTS NOTES TO THE STATEMENT OF RENTAL OPERATIONS YEAR ENDED DECEMBER 31, 1997 NOTE 1 - BASIS OF PRESENTATION Dogwood Creek Apartments (The Property) consists of a 278 unit residential apartment community located in Collierville, Tennessee, an eastern suburb of Memphis, together with the existing leases. The assets that comprise the Property have been held as an investment of Dogwood Apartments, L.L.C., a Tennessee limited liability company (the Owner), throughout the year ended December 31, 1997. The accompanying financial statement presents the results of rental operations of the Property as a stand-alone entity. The Property began operations in September 1996. As of January 1, 1997, not all units were available to lease. Construction of the Property was completed in June 1997, when all units were available to lease. 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 entity expenses 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. Advertising - Advertising costs are expensed when incurred. Estimates - The preparation of financial statements in conformity with generally accepted accounting principles requires management to make estimates and assumptions that affect the reported amounts of revenues and expenses during the reporting period. Actual results could differ from those estimates. NOTE 3 - PROPERTY MANAGEMENT FEES Property management services were provided through LEDIC Management Group, Inc. Fees for such services were 4% of gross receipts from operations. DOGWOOD CREEK APARTMENTS NOTES TO THE STATEMENT OF RENTAL OPERATIONS YEAR ENDED DECEMBER 31, 1997 NOTE 4 - SALE OF PROPERTY The property was sold to United Dominion Realty, L. P., a wholly owned subsidiary of United Dominion Realty Trust, Inc. on February 6, 1998. 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. AUDUBON APARTMENTS CARMEL APARTMENTS CIMARRON CITY APARTMENTS GRAND CYPRESS APARTMENTS KENTON APARTMENTS PEPPERMILL APARTMENTS THE CREST APARTMENTS VILLAGES OF THOUSAND OAKS APARTMENTS COMBINED STATEMENT OF RENTAL OPERATIONS THREE MONTHS ENDED MARCH 31, 1998 Independent Accountants' Compilation Report To the Owners of Audubon Apartments Carmel Apartments Cimarron City Apartments Grand Cypress Apartments Kenton Apartments Peppermill Apartments The Crest Apartments Villages of Thousand Oaks Apartments We have compiled the accompanying combined statement of rental operations exclusive of mortgage interest expense, depreciation, amortization, income taxes and entity expenses of Audubon Apartments, Carmel Apartments, Cimarron City Apartments, Grand Cypress Apartments, Kenton Apartments, Peppermill Apartments, The Crest Apartments, and Villages of Thousand Oaks Apartments for the three months ended March 31, 1998 in accordance with Statements on Standards for Accounting and Review Services issued by the American Institute of Certified Public Accountants. A compilation is limited to presenting in the form of financial statements information that is the representation of the management and owners. We have not audited or reviewed the accompanying financial statement and, accordingly, do not express an opinion or any other form of assurance on it. Management has elected to omit substantially all of the disclosures required by generally accepted accounting principles. If the omitted disclosures were included in the financial statement, they might influence the user's conclusions about the results of operations. Accordingly, this financial statement is not designed for those who are not informed about such matters. L. P. Martin & Company, P.C. Certified Public Accountants Richmond, Virginia June 29, 1998 AUDUBON APARTMENTS CARMEL APARTMENTS CIMARRON CITY APARTMENTS GRAND CYPRESS APARTMENTS KENTON APARTMENTS PEPPERMILL APARTMENTS THE CREST APARTMENTS VILLAGES OF THOUSAND OAKS APARTMENTS COMBINED STATEMENT OF RENTAL OPERATIONS THREE MONTHS ENDED MARCH 31, 1998 (See Independent Accountants' Compilation Report) REVENUES FROM RENTAL PROPERTY $ 2,941,934 ----------- RENTAL PROPERTY EXPENSES: Real Estate Taxes 350,151 Repairs and Maintenance 348,865 Utilities 150,171 Property Management Fees 117,676 Other Operating Expenses 483,337 ----------- TOTAL RENTAL PROPERTY EXPENSES 1,450,200 ----------- INCOME FROM RENTAL OPERATIONS $ 1,491,734 =========== AUDUBON APARTMENTS CARMEL APARTMENTS CIMARRON CITY APARTMENTS GRAND CYPRESS APARTMENTS KENTON APARTMENTS PEPPERMILL APARTMENTS THE CREST APARTMENTS VILLAGES OF THOUSAND OAKS APARTMENTS COMBINED STATEMENT OF RENTAL OPERATIONS YEAR ENDED DECEMBER 31, 1997 Independent Auditors' Report To the Owners of Audubon Apartments Carmel Apartments Cimarron City Apartments Grand Cypress Apartments Kenton Apartments Peppermill Apartments The Crest Apartments Villages of Thousand Oaks 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, 1997: Audubon Apartments Carmel Apartments Cimarron City Apartments Grand Cypress Apartments Kenton Apartments Peppermill Apartments The Crest Apartments Villages of Thousand Oaks 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 statement is free of material missatement. An audit includes examining, on a test basis, evidence supporting the amounts and disclosures in the financial statement. 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 revenue and operating expenses, as described in Note 2, of the apartment properties for the year ended December 31, 1997, in conformity with generally accepted accounting principles. L. P. Martin & Company, P.C. Certified Public Accountants Richmond, Virginia June 29, 1998 AUDUBON APARTMENTS CARMEL APARTMENTS CIMARRON CITY APARTMENTS GRAND CYPRESS APARTMENTS KENTON APARTMENTS PEPPERMILL APARTMENTS THE CREST APARTMENTS VILLAGES OF THOUSAND OAKS APARTMENTS COMBINED STATEMENT OF RENTAL OPERATIONS YEAR ENDED DECEMBER 31, 1997 REVENUES FROM RENTAL PROPERTY $11,752,231 ----------- RENTAL PROPERTY EXPENSES: Real Estate Taxes 1,346,927 Repairs and Maintenance 1,546,742 Utilities 590,878 Property Management Fees 470,259 Other Operating Expenses 1,867,102 ----------- TOTAL RENTAL PROPERTY EXPENSES 5,821,908 ----------- INCOME FROM RENTAL OPERATIONS $ 5,930,323 =========== The accompanying notes are an integral part of this statement. AUDUBON APARTMENTS CARMEL APARTMENTS CIMARRON CITY APARTMENTS GRAND CYPRESS APARTMENTS KENTON APARTMENTS PEPPERMILL APARTMENTS THE CREST APARTMENTS VILLAGES OF THOUSAND OAKS APARTMENTS NOTES TO THE COMBINED STATEMENT OF RENTAL OPERATIONS YEAR ENDED DECEMBER 31, 1997 NOTE 1 - BASIS OF PRESENTATION The apartment properties consist of seven residential apartment communities located in San Antonio, Texas and one residential apartment community located in Longview, Texas 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, 1997. The accompanying financial statement presents the results of rental operations of the Properties as a stand-alone entity.
Property Owner -------- ----- Audubon Apartments Audubon Associates, Ltd. a Texas limited partnership Carmel Apartments Carmel Associates, a Massachusetts limited partnership Cimarron City Apartments Cimarron City Associates, Ltd., a Texas limited partnership Grand Cypress Apartments Grand Cypress Apartments, Ltd., a Texas limited partnership Kenton Apartments Kenton Place Limited Partnership, a Delaware limited partnership Peppermill Apartments Peppermill Associates, Ltd., a Texas limited partnership The Crest Apartments Woodcreek Austin Associates, Ltd., a Texas limited partnership Villages of Thousand Oaks Apartments Villages of San Antonio Limited Partnership, a Delaware limited partnership
(Continued) AUDUBON APARTMENTS CARMEL APARTMENTS CIMARRON CITY APARTMENTS GRAND CYPRESS APARTMENTS KENTON APARTMENTS PEPPERMILL APARTMENTS THE CREST APARTMENTS VILLAGES OF THOUSAND OAKS APARTMENTS NOTES TO THE COMBINED STATEMENT OF RENTAL OPERATIONS YEAR ENDED DECEMBER 31, 1997 NOTE 2 - SUMMARY OF SIGNIFICANT ACCOUNTING POLICES 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 entity expenses 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. Advertising - Advertising costs are expensed when incurred. Estimates - The preparation of financial statements in conformity with generally accepted accounting principles requires management to make estimates and assumptions that affect the reported amounts of revenues and expenses during the reporting period. Actual results could differ from those estimates. NOTE 3 - THE PROPERTIES The properties consist of garden style residential apartment communities. Seven of the properties are located in northern San Antonio, Texas and one property is located east of Dallas, Texas. Property Total Number of Apartments Audubon Apartments 216 Carmel Apartments 228 Cimarron City Apartments 140 Grand Cypress Apartments 164 Kenton Apartments 244 Peppermill Apartments 232 The Crest Apartments 280 Villages of Thousand Oaks Apartments 466 ----- 1,970 ===== (Continued) AUDUBON APARTMENTS CARMEL APARTMENTS CIMARRON CITY APARTMENTS GRAND CYPRESS APARTMENTS KENTON APARTMENTS PEPPERMILL APARTMENTS THE CREST APARTMENTS VILLAGES OF THOUSAND OAKS APARTMENTS NOTES TO THE COMBINED STATEMENT OF RENTAL OPERATIONS YEAR ENDED DECEMBER 31, 1997 NOTE 4 - PROPERTY MANAGEMENT FEES Property management services were provided through Schuparra Properties Corporation, 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, L. P., a wholly owned subsidiary of United Dominion Realty Trust, Inc. on April 13, 1998. 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. CONSOLIDATED PRO FORMA FINANCIAL STATEMENTS (UNAUDITED) The following unaudited consolidated pro forma balance sheets at March 31,1998, give effect to the acquisition by United Dominion Realty Trust (the "Company") of a portfolio of eight apartment communities acquired on April 16, 1998 and other acquisitions made by the Company during 1997 and 1998. Other than the eight apartment communities acquired on April 16, 1998 all acquisitions are reflected in the Company's historical unaudited consolidated balance sheet at March 31, 1998 included in the Company's quarterly report on Form 10-Q for the quarter then ended. The unaudited consolidated pro forma statements of operations for the twelve months ended December 31, 1997 and the three months ended March 31, 1998 give effect to the following 1998 acquisitions as if they occurred on January 1, 1997: (i) the January 9, 1998 portfolio acquisition of three apartment communities (collectively the Tennessee Portfolio) which consists of The Trails at Kirby Parkway Apartments and The Trails at Mount Moriah Apartments (which run as one community under the name The Trails) and Cinnamon Trails Apartments, (ii) the acquisition of Dogwood Creek Apartments on February 6, 1998, (iii) the acquisition of 39 apartment communities with 7,550 apartment homes owned by ASR Investment Corporation that were merged with and into a wholly-owned subsidiary of the Company, in a statutory merger on March 27, 1998 and (iv) the April 16, 1998 portfolio acquisition of eight apartment communities (collectively the San Antonio Portfolio) which consists of Audubon Apartments, Carmel Apartments, Cimarron Apartments, Grand Cypress Apartments, Kenton Place Apartments, Peppermill Apartments, The Crest Apartments and Villages of Thousand Oaks Apartments. In addition, the unaudited consolidated pro forma statements of operations for the twelve months ended December 31, 1997 give effect to the following 1997 acquisitions as if they had occurred on January 1, 1997: (i) the acquisition of Crosswinds Apartments (formerly Tradewinds Apartments), Stoney Pointe Apartments (formerly Stoneybrooke Apartments) and Dominion Trinity Place Apartments, (formerly Trinity Place Apartments) on February 28, 1997, (ii) the acquisition of Anderson Mill Oaks Apartments acquired on March 25, 1997, Oak Ridge Apartments (formerly Post Oak Ridge Apartments) acquired on March 27, 1997, and Green Oaks Apartments (formerly Pineloch Apartments) and Skyhawk Apartments (formerly Seahawk Apartments) acquired on May 8, 1997, (iii) the July 1, 1997 portfolio acquisition of five apartment communities which consists of Lakeside Apartments, Mallards of Brandywine Apartments, Lotus Landing Apartments, Orange Oaks Apartments and Forest Creek Apartments, (iv) the acquisition of Greenhouse Patio Apartments (formerly Pecan Grove Apartments) and Braesridge Apartments acquired on September 26, 1997, Bammelwood Apartments acquired on October 30, 1997 and Camino Village Apartments acquired on November 20, 1997 and (v) the acquisition of Waterside at Ironbridge Apartments on September 29, 1997. The unaudited consolidated pro forma statements of operations have been prepared by the management of the Company. The unaudited consolidated pro forma statements of operations are not necessarily indicative of the results that would have occurred had the acquisitions been completed on the dates indicated, nor are purported to be indicative of future results. The unaudited consolidated pro forma statements of operations should be read in conjunction with United Dominion's audited consolidated financial statements for the twelve months ended December 31, 1997 (included in United Dominion's Form 10-K for the twelve months ended December 31, 1997) and its unaudited consolidated financial statements for the three months ended March 31, 1998 (included in United Dominion's Form 10-Q for the quarterly period ended March 31, 1998) and the accompanying notes thereto. UNITED DOMINION REALTY TRUST, INC. CONSOLIDATED PRO FORMA BALANCE SHEET MARCH 31, 1998 (IN THOUSANDS) (UNAUDITED)
Acquisition of San Antonio Historical (1) Portfolio Pro Forma ----------------- ------------------ ---------------- ASSETS Real estate owned: Real estate held for investment $ 2,641,958 $ 71,273 (2) $ 2,713,231 Less: accumulated depreciation 214,945 214,945 ----------------- ------------------ ---------------- 2,427,013 71,273 2,498,286 Real estate under development 38,774 38,774 Real estate held for disposition 153,675 153,675 Cash and cash equivalents 5,961 5,961 Other assets 109,881 109,881 ----------------- ------------------ ---------------- Total assets $ 2,735,304 $ 71,273 $ 2,806,577 ================= ================== ================ LIABILITIES AND SHAREHOLDERS' EQUITY Notes payable-secured $ 610,034 $ 43,603 (3) $ 653,637 Notes payable-unsecured 790,083 11,977 (3) 802,060 Real estate taxes payable 18,334 18,334 Accrued interest payable 16,658 16,658 Security deposits and prepaid rent 15,487 15,487 Distributions payable to common and preferred shareholders 27,498 27,498 Accounts payable, accrued expenses and other liabilities 14,376 14,376 ----------------- ------------------ ---------------- Total liabilities 1,492,470 55,580 1,548,050 Minority interest of unitholders in operating partnership 37,515 15,100 (3) 52,615 Shareholders' equity: Preferred stock, no par value; $25 liquidation preference, 25,000,000 shares authorized; 4,200,000 shares 9.25% Series A Cumulative Redeemable 105,000 105,000 6,000,000 shares 8.60% Series B Cumulative Redeemable 150,000 150,000 Common stock, $1 par value; 150,000,000 shares authorized 100,700,952 shares issued and outstanding 100,701 40 (3) 100,741 Additional paid-in capital 1,054,592 553 (3) 1,055,145 Notes receivable from officer-shareholders (8,776) (8,776) Distributions in excess of net income (196,198) (196,198) ----------------- ------------------ ---------------- Total shareholders' equity 1,205,319 593 1,205,912 ================= ================== ================ Total liabilities and shareholders' equity $ 2,735,304 $ 71,273 $ 2,806,577 ================= ================== ================ UNITED DOMINION REALTY TRUST, INC. NOTES TO CONSOLIDATED PRO FORMA BALANCE SHEET MARCH 31, 1998 (UNAUDITED) Basis of Presentation The accompanying unaudited consolidated pro forma balance sheets give pro forma effect to the acquisition by the Company of a portfolio of eight apartment communities consisting of Audubon Apartments, Carmel Apartments, Cimarron City Apartments, Grand Cypress Apartments. Kenton Place Apartments, Peppermill Apartments, The Crest Apartments and Village of Thousand Oaks Apartments (collectively the San Antonio Portfolio), on April 16, 1998 for an aggregate purchase price of $71.3 million, including closing costs, as if the transaction had occurred on March 31, 1998. The portfolio acquisition was funded with additional borrowings under bank lines of credit of approximately $12.0 million, the assumption of eight mortgage notes payable aggregating $43.6 million and the issuance of Operating Partnership Units and Common Stock with an aggregate value of $15.7 million. (1) Represents the Company's Historical Balance Sheet contained in its Quarterly Report on Form 10-Q for the three month period ended March 31, 1998. (2) Represents the acquisition by the Company of the San Antonio Portfolio on April 16, 1998 for an aggregate purchase price of approximately $71.3 million, including closing costs. (3) Represents the financing of the San Antonio Portfolio which consists of the following: (i) bank line borrowings by the Company of $12.0 million at a weighted average interest rate of 6.11% (represents the Company's weighted average market interest rate for short-term bank borrowings at the time of the portfolio acquisition), (ii) the assumption of eight mortgage notes payable aggregating $43.6 million bearing a weighted average interest of 8.44%, (iii) the issuance of 1,023,732 Operating Partnership Units at a value of $14.75 per Unit for an aggregate value of $15.1 million and (iv) the issuance of 40,201 shares of common stock at a value of $14.75 per share for an aggregate value of $.6 million. UNITED DOMINION REALTY TRUST, INC. PRO FORMA COMBINED STATEMENTS OF OPERATIONS FOR THE THREE MONTHS ENDED MARCH 31, 1998 (IN THOUSANDS, EXCEPT PER SHARE DATA) (UNAUDITED) United Dominion ASR Historical (1) Historical (13) --------------------- ------------------- Income Rental income $ 104,249 $ 11,730 Interest and non-property income 1,012 252 --------------------- ------------------- 105,261 11,982 Expenses Rental expenses: Utilities 5,805 744 Repairs and maintenance 12,354 1,043 Real estate taxes 9,052 1,177 Property management 3,330 368 Other rental expenses 10,480 1,890 Depreciation of real estate owned 20,928 2,613 Interest 22,825 3,452 General and administrative 2,163 1,273 Other depreciation and amortization 746 189 --------------------- ------------------- 87,683 12,749 --------------------- ------------------- Income before gains on sales of investments and minority interest of unitholders in operating partnership 17,578 (767) Gains/(losses) on sales of investments (260) Minority interest of unitholders in operating partnership (135) (363) Extraordinary items (7,053) --------------------- ------------------- Net income 17,183 (8,183) Dividends to preferred shareholders (5,650) --------------------- ------------------- Net income available to common shareholders $ 11,533 $ (8,183) ===================== =================== Basic earnings per common share $ 0.13 ===================== Diluted earnings per common share $ 0.13 ===================== Distributions declared per common share $ 0.2625 ===================== Weighted average number of common shares outstanding-basic 90,867 Weighted average number of common shares outstanding-diluted 92,115 United Dominion Pro Forma Pro Forma Merger Combined Adjustments with (ASR) ------------------- --------------------- Income Rental income $ $ 115,979 Interest and non-property income 1,264 ------------------- --------------------- 117,243 Expenses Rental expenses: Utilities 6,549 Repairs and maintenance 13,397 Real estate taxes 10,229 Property management (114) (16) 3,584 Other rental expenses 12,370 Depreciation of real estate owned (253) (17) 23,288 Interest (474) (18) 25,803 General and administrative (993) (19) 2,443 Other depreciation and amortization (18) (20) 917 ------------------- --------------------- (1,852) 98,580 ------------------- --------------------- Income before gains on sales of investments and minority interest of unitholders in operating partnership 1,852 18,663 Gains/(losses) on sales of investments (260) Minority interest of unitholders in operating partnership (498) Extraordinary items 7,053 (21) ------------------- --------------------- Net income 8,905 17,905 Dividends to preferred shareholders (5,650) ------------------- --------------------- Net income available to common shareholders $ 8,905 $ 12,255 =================== ===================== Basic earnings per common share $ 0.12 ===================== Diluted earnings per common share $ 0.12 ===================== Distributions declared per common share $ 0.2625 ===================== Weighted average number of common shares outstanding-basic 7,743 (22) 98,610 Weighted average number of common shares outstanding-diluted 9,272 (22) 101,387 Acquisition of Acquisition of Dogwood Creek Tennessee Properties Apartments & & Dogwood Creek San Antonio Apartments Portfolio (23) Adjustments (24) --------------------- --------------------------- Income Rental income $ 3,150 $ 207 Interest and non-property income --------------------- --------------------------- 3,150 207 Expenses Rental expenses: Utilities 161 6 Repairs and maintenance 368 18 Real estate taxes 371 14 Property management 126 10 Other rental expenses 504 20 Depreciation of real estate owned Interest General and administrative Other depreciation and amortization --------------------- --------------------------- 1,530 68 --------------------- --------------------------- Income before gains on sales of investments and minority interest of unitholders in operating partnership 1,620 139 Gains/(losses) on sales of investments Minority interest of unitholders in operating partnership Extraordinary items --------------------- --------------------------- Net income 1,620 139 Dividends to preferred shareholders --------------------- --------------------------- Net income available to common shareholders $ 1,620 $ 139 ===================== =========================== Basic earnings per common share Diluted earnings per common share Distributions declared per common share Weighted average number of common shares outstanding-basic Weighted average number of common shares outstanding-diluted Acquisition of Tennessee Properties, Dogwood Creek Apartments & San Antonio Portfolio United Dominion Pro Forma Adjustments Pro Forma --------------------------------- ----------------------- Income Rental income $ $ 119,336 Interest and non-property income 1,264 --------------------------------- ----------------------- 120,600 Expenses Rental expenses: Utilities 6,716 Repairs and maintenance 13,783 Real estate taxes 10,614 Property management (26) (25) 3,694 Other rental expenses 12,894 Depreciation of real estate owned 613 (26) 23,901 Interest 1,290 (27) 27,093 General and administrative 2,443 Other depreciation and amortization 917 --------------------------------- ----------------------- 1,877 102,055 --------------------------------- ----------------------- Income before gains on sales of investments and minority interest of unitholders in operating partnership (1,877) 18,545 Gains/(losses) on sales of investments (260) Minority interest of unitholders in operating partnership (133) (28) (631) Extraordinary items --------------------------------- ----------------------- Net income (2,010) 17,654 Dividends to preferred shareholders (5,650) --------------------------------- ----------------------- Net income available to common shareholders $ (2,010) $ 12,004 ================================= ======================= Basic earnings per common share $ 0.12 ======================= Diluted earnings per common share $ 0.12 ======================= Distributions declared per common share $ 0.2625 ======================= Weighted average number of common shares outstanding-basic 40 (29) 98,650 Weighted average number of common shares outstanding-diluted 1,076 (29) 102,463 UNITED DOMINION REALTY TRUST, INC. PRO FORMA COMBINED STATEMENTS OF OPERATIONS FOR THE TWELVE MONTHS ENDED DECEMBER 31, 1997 (IN THOUSANDS, EXCEPT PER SHARE DATA) (UNAUDITED) Acquisition of Option Properties, Texas Portfolio Acquisition of and Florida Texas Portfolio Historical (1) Portfolio (2) Adjustments (3) ----------------- --------------------- ---------------- Revenues Rental income $ 386,672 $ 6,690 473 Interest and other non-property income 1,123 ----------------- --------------------- ---------------- 387,795 6,690 473 Expenses Rental expenses: Utilities 24,861 454 36 Repairs and maintenance 54,607 865 53 Real estate taxes 30,961 619 55 Property management 12,203 310 18 Other rental expenses 41,099 821 48 Real estate depreciation 76,688 Interest 79,004 General and administrative 7,075 Acquisition related expenses Other depreciation and amortization 2,084 Impairment loss on real estate held for disposition 1,400 ----------------- --------------------- ---------------- 329,982 3,069 210 Income from gains on sales of mortgage assets Income before gains (losses) on sales of investments and minority interest of unitholders in operating partnership 57,813 3,621 263 Gains on sales of investments 12,664 Minority interest of unitholders in operating partnership (278) ----------------- --------------------- ---------------- Income before extraordinary item 70,199 3,621 263 Extraordinary items-early extinguishment of debt (50) ----------------- --------------------- ---------------- Net income 70,149 3,621 263 Dividends to preferred shareholders (17,345) ----------------- --------------------- ---------------- Net income available to common shareholders $ 52,804 $ 3,621 $ 263 ================= ===================== ================ Basic earnings per common share $ 0.61 ================= Diluted earnings per common share $ 0.60 ================= Dividends declared per common share $ 1.01 ================= Weighted average number of common shares-basic 87,145 Weighted average number of common shares -diluted 87,339 Option Properties, Texas Portfolio Acquisition and Florida of Houston Portfolio Portfolio and Pro Forma Waterside at Adjustments Ironbridge (7) ---------------------- ------------------ Revenues Rental income $ $ 8,773 Interest and other non-property income ---------------------- ------------------ 8,773 Expenses Rental expenses: Utilities 609 Repairs and maintenance 1,418 Real estate taxes 929 Property management (92) (4) 361 Other rental expenses 1,133 Real estate depreciation 1,059 (5) Interest 2,801 (6) General and administrative Acquisition related expenses Other depreciation and amortization Impairment loss on real estate held for disposition ---------------------- ------------------ 3,768 4,450 Income from gains on sales of mortgage assets Income before gains (losses) on sales of investments and minority interest of unitholders in operating partnership (3,768) 4,323 Gains on sales of investments Minority interest of unitholders in operating partnership ---------------------- ------------------ Income before extraordinary item (3,768) 4,323 Extraordinary items-early extinguishment of debt ---------------------- ------------------ Net income (3,768) 4,323 Dividends to preferred shareholders ---------------------- ------------------ Net income available to common shareholders $ (3,768) $ 4,323 ====================== ================== Basic earnings per common share Diluted earnings per common share Dividends declared per common share Weighted average number of common shares-basic Weighted average number of common shares -diluted Acquisition of Houston Portfolio and Waterside at Ironbridge Pro Forma Adjustments (8) Adjustments ---------------------- ------------------ Revenues Rental income $ 1,127 $ Interest and other non-property income ---------------------- ------------------ 1,127 0 Expenses Rental expenses: Utilities 76 Repairs and maintenance 183 Real estate taxes 118 Property management 46 (103) (9) Other rental expenses 143 Real estate depreciation 1,437 (10) Interest 3,304 (11) General and administrative Acquisition related expenses Other depreciation and amortization Impairment loss on real estate held for disposition ---------------------- ------------------ 566 4,638 Income from gains on sales of mortgage assets Income before gains (losses) on sales of investments and minority interest of unitholders in operating partnership 561 (4,638) Gains on sales of investments Minority interest of unitholders in operating partnership (331) (12) ---------------------- ------------------ Income before extraordinary item 561 (4,969) Extraordinary items-early extinguishment of debt ---------------------- ------------------ Net income 561 (4,969) Dividends to preferred shareholders ---------------------- ------------------ Net income available to common shareholders $ 561 $ (4,969) ====================== ================== Basic earnings per common share Diluted earnings per common share Dividends declared per common share Weighted average number of common shares-basic Weighted average number of common shares -diluted Pro Forma Before 1998 ASR ASR Pro Forma Acquisitions Historical (13) Adjustments (14) ------------------ ----------------- ----------------------- Revenues Rental income $ 403,735 $ 33,034 $ 13,640 Interest and other non-property income 1,123 732 (162) ------------------ ----------------- ----------------------- 404,858 33,766 13,478 Expenses Rental expenses: Utilities 26,036 2,351 1,061 Repairs and maintenance 57,126 3,126 1,782 Real estate taxes 32,682 2,972 1,520 Property management 12,743 1,320 240 Other rental expenses 43,244 5,308 1,498 Real estate depreciation 79,184 6,335 3,299 Interest 85,109 9,642 3,847 General and administrative 7,075 3,114 (55) Acquisition related expenses 6,684 Other depreciation and amortization 2,084 412 24 Impairment loss on real estate held for disposition 1,400 ------------------ ----------------- ----------------------- 346,683 41,264 13,216 Income from gains on sales of mortgage assets 17,213 52 Income before gains (losses) on sales of investments and minority interest of unitholders in operating partnership 58,175 9,715 314 Gains on sales of investments 12,664 474 Minority interest of unitholders in operating partnership (609) (355) ------------------ ----------------- ----------------------- Income before extraordinary item 70,230 9,834 314 Extraordinary items-early extinguishment of debt (50) ------------------ ----------------- ----------------------- Net income 70,180 9,834 314 Dividends to preferred shareholders (17,345) ------------------ ----------------- ----------------------- Net income available to common shareholders $ 52,835 $ 9,834 $ 314 ================== ================= ======================= Basic earnings per common share Diluted earnings per common share Dividends declared per common share Weighted average number of common shares-basic Weighted average number of common shares -diluted Pro Forma Disposition of Merger Mortgage Assets (15) Adjustments ------------------------- ----------------- Revenues Rental income $ $ Interest and other non-property income ------------------------- ----------------- Expenses Rental expenses: Utilities Repairs and maintenance Real estate taxes Property management (486) (16) Other rental expenses Real estate depreciation (194) (17) Interest (1,624) (18) General and administrative (2,432) (19) Acquisition related expenses Other depreciation and amortization (24) (20) Impairment loss on real estate held for disposition ------------------------- ----------------- (4,760) Income from gains on sales of mortgage assets (17,265) Income before gains (losses) on sales of investments and minority interest of unitholders in operating partnership (17,265) 4,760 Gains on sales of investments Minority interest of unitholders in operating partnership ------------------------- ----------------- Income before extraordinary item (17,265) 4,760 Extraordinary items-early extinguishment of debt ------------------------- ----------------- Net income (17,265) 4,760 Dividends to preferred shareholders ------------------------- ----------------- Net income available to common shareholders $ (17,265) $ 4,760 ========================= ================= Basic earnings per common share Diluted earnings per common share Dividends declared per common share 7,859 (22) 9,389 (22) Weighted average number of common shares-basic Weighted average number of common shares -diluted Acquisition of Tennessee Portfolio, United Dominion Dogwood Creek 1998 Pro Forma and San Antonio ASR acquisition only Portfolio (23) -------------------------- ------------------------- Revenues Rental income $ 450,409 $ 21,123 Interest and other non-property income 1,693 -------------------------- ------------------------- 452,102 21,123 Expenses Rental expenses: Utilities 29,448 845 Repairs and maintenance 62,034 2,411 Real estate taxes 37,174 1,862 Property management 13,817 928 Other rental expenses 50,050 2,821 Real estate depreciation 88,624 Interest 96,974 General and administrative 7,702 Acquisition related expenses 6,684 Other depreciation and amortization 2,496 Impairment loss on real estate held for disposition 1,400 -------------------------- ------------------------- 396,403 8,867 Income from gains on sales of mortgage assets Income before gains (losses) on sales of investments and minority interest of unitholders in operating partnership 55,699 12,256 Gains on sales of investments 13,138 Minority interest of unitholders in operating partnership (964) -------------------------- ------------------------- Income before extraordinary item 67,873 12,256 Extraordinary items-early extinguishment of debt (50) -------------------------- ------------------------- Net income 67,823 12,256 Dividends to preferred shareholders (17,345) -------------------------- ------------------------- Net income available to common shareholders $ 50,478 $ 12,256 ========================== ========================= Basic earnings per common share $ 0.53 ========================== Diluted earnings per common share $ 0.52 ========================== Dividends declared per common share $ 1.01 ========================== Weighted average number of common shares-basic 95,004 Weighted average number of common shares -diluted 96,728 Tennessee Properties, Dogwood Creek & San Antonio Portfolio United Dominion Pro Forma Pro Forma Adjustments Combined ---------------------------- --------------------- Revenues Rental income $ $ 471,532 Interest and other non-property income 1,693 ---------------------------- --------------------- 473,225 Expenses Rental expenses: Utilities 30,293 Repairs and maintenance 64,445 Real estate taxes 39,036 Property management (239) (25) 14,506 Other rental expenses 52,871 Real estate depreciation 4,042 (26) 92,666 Interest 8,812 (27) 105,786 General and administrative 7,702 Acquisition realted expenses 6,684 Other depreciation and amortization 2,496 Impairment loss on real estate held for disposition 1,400 ---------------------------- --------------------- 12,615 417,885 Income from gains on sales of mortgage assets Income before gains (losses) on sales of investments and minority interest of unitholders in operating partnership (12,615) 55,340 Gains on sales of investments 13,138 Minority interest of unitholders in operating partnership (991) (28) (1,955) ---------------------------- --------------------- Income before extraordinary item (13,606) 66,523 Extraordinary items-early extinguishment of debt (50) ---------------------------- --------------------- Net income (13,606) 66,473 Dividends to preferred shareholders (17,345) ---------------------------- --------------------- Net income available to common shareholders $ (13,606) $ 49,128 ============================ ===================== Basic earnings per common share $ 0.52 ===================== Diluted earnings per common share $ 0.50 ===================== Dividends declared per common share $ 1.01 ===================== Weighted average number of common shares-basic 40 (29) 95,044 Weighted average number of common shares -diluted 1,154 (29) 97,882
UNITED DOMINION REALTY TRUST, INC. NOTES TO CONSOLIDATED PRO FORMA COMBINED STATEMENTS OF OPERATIONS FOR THE THREE MONTHS ENDED MARCH 31, 1998 AND THE TWELVE MONTHS ENDED DECEMBER 31, 1997 (In thousands, except per share data) (UNAUDITED) Basis of Presentation The unaudited consolidated pro forma combined statements of operations on this Form 8-K/A reflect the historical results of United Dominion adjusted to reflect the operations of: (i) 39 apartment communities with 7,550 apartment homes owned by ASR that were merged with and into a wholly-owned subsidiary of the United Dominion, in a statutory merger on March 27, 1998, (as previously reported on Form 8-K dated March 27, 1998 and subsequently amended on Form 8-K/A No.1 dated March 27, 1998 which was filed with the Securities and Exchange Commission on June 12, 1998), (ii) a portfolio of three apartment communities (collectively the Tennessee Portfolio) acquired on January 9, 1998 which consists of The Trails at Kirby Parkway Apartments and The Trails at Mount Moriah Apartments (which run as one community under the name The Trails), and Cinnamon Trails Apartments (as previously reported on Form 8-K dated June 9, 1998 which was filed with the Securities and Exchange Commission on June 24, 1998), (iii) Dogwood Creek Apartments acquired on February 6, 1998 (as previously reported on Form 8-K dated June 9, 1998 which was filed with the Securities and Exchange Commission on June 24, 1998), (iv) a portfolio of eight apartment communities (collectively the San Antonio Portfolio) acquired on April 16, 1998 which consists of Audubon Apartments, Carmel Apartments, Cimarron Apartments, Grand Cypress Apartments, Kenton Place Apartments, Peppermill Apartments, The Crest Apartments and Villages of Thousand Oaks Apartments (as previously reported on Form 8-K dated June 9, 1998 which was filed with the Securities and Exchange Commission on June 24, 1998), (v) Crosswinds Apartments (formerly Tradewinds Apartments), Stoney Pointe Apartments (formerly Stoneybrooke Apartments) and Dominion Trinity Place Apartments, (formerly Trinity Place Apartments) acquired on February 28, 1997, (collectively the "Option Properties) (as previously reported on Form 8-K dated July 1, 1997 and subsequently amended on Form 8-K/A No. 1 dated July 1, 1997 which was filed with the Securities and Exchange Commission on September 15, 1997), (vi) Anderson Mill Oaks Apartments acquired on March 25, 1997, Oak Ridge Apartments (formerly Post Oak Ridge Apartments) acquired on March 27, 1997, Green Oaks Apartments (formerly Pineloch Apartments) and Skyhawk Apartments (formerly Seahawk Apartments) acquired on May 8, 1997, (collectively the "Texas Portfolio") (as previously reported on Form 8-K dated July 1, 1997 and subsequently amended on Form 8-K/A No. 1 dated July 1, 1997 which was filed with the Securities and Exchange Commission on September 15, 1997), (vii) a portfolio of five apartment communities containing 934 apartment homes acquired on July 1, 1997 (the "Florida Portfolio") which consist of Lakeside Apartments, Mallards of Brandywine Apartments, Lotus Landing Apartments , Orange Oaks Apartments and Forest Creek Apartments, (as previously reported on Form 8-K dated July 1, 1997 and subsequently amended on Form 8-K/A No. 1 dated July 1, 1997 which was filed with the Securities and Exchange Commission on September 15, 1997), (viii) a portfolio of four apartment communities (collectively the "Houston Portfolio") which consist of Greenhouse Patio Apartments (formerly Pecan Grove Apartments) and Braesridge Apartments acquired on September 26, 1997, Bammelwood Apartments acquired on October 30, 1997 and Camino Village Apartments acquired on November 20, 1997, (as previously reported on Form 8-K dated October 21, 1997 and subsequently amended on Form 8-K/A No. 1 dated October 21, 1997 which was filed with the Securities and Exchange Commission on December 31, 1997) and (ix) Waterside at Ironbridge Apartments acquired on September 29, 1997, (as previously reported on Form 8-K dated October 21, 1997 and subsequently amended on Form 8-K/A No. 1 dated October 21, 1997 which was filed with the Securities and Exchange Commission on December 31, 1997). The above referenced acquisitions are shown as if they had occurred on January 1, 1997. The unaudited consolidated pro forma combined statements of operations assume the Merger with ASR occurred on January 1, 1997. The Merger was accounted for as a purchase in accordance with Accounting Principles Board No. 16. Assets and liabilities acquired were recorded at their fair values at March 27, 1998 and the results of operations are included from the date of acquisition. In connection with the Merger, the Company issued 7,742,839 million shares of the Company's common stock at $14 per share for all of the outstanding common stock of ASR for an aggregate equity value of $108.4 million plus the issuance of 1,529,990 Units in the ASR Operating Partnership valued at $21.4 million. The Company acquired real estate assets of $313.7 million plus other operating assets of $8.8 million, respectively. In addition, the Company assumed mortgage debt totaling $179.4 million, at fair value and other liabilities of $13.6 million. The unaudited consolidated pro forma combined statements of operations on this Form 8-K/A assume the 1998 acquisitions of 12 communities containing 3,462 apartment homes for an aggregate purchase price of approximately $144.0 million, including closing costs as referenced in sections (ii) through (iv) of the above paragraphs. These acquisitions are assumed to have been purchased with bank line borrowings aggregating $44.8 million with a weighted average interest rate of 6.22%, the assumption of eleven mortgage notes payable aggregating $81.6 million with a weighted average interest rate of 8.12% and the issuance of 1,154,148 Operating Partnership Units and 40,201 shares of common stock at $14.75 per unit/share for an aggregate value of $17.6 million. These acquisitions are shown as if the acquisitions occurred on January 1, 1997. In addition, the unaudited consolidated pro forma combined statements of operations on this Form 8-K/A assume the 1997 acquisition of 17 communities containing 5,394 apartment homes for an aggregate purchase price of approximately $218.5 million, including closing costs as referenced in sections (v) through (ix) of the above paragraphs. These acquisitions are assumed to have been purchased with bank line borrowings aggregating $145.9 million with a weighted average interest rate of 6.24%, the assumption of seven mortgage notes payable aggregating $60.1 million with a weighted average interest rate of 8.43% and the issuance of 849,498 Operating Partnership Units at $14.75 per Unit for an aggregate value of $12.5 million. These acquisitions are shown as if the acquisitions occurred on January 1, 1997. The unaudited consolidated pro forma statements of operations are not necessarily indicative of what United Dominion's results would have been for the twelve months ended December 31, 1997 and the three months ended March 31, 1998 if the acquisitions had been consummated at the beginning of each period presented, nor do they purport to be indicative of the results of operations or financial position of United Dominion in future periods. (1) Represents United Dominion's Historical Statements of Operations contained in its Quarterly Report on Form 10-Q for the three months ended March 31, 1998 as filed with the Securities and Exchange Commission on May 15, 1998 and its Annual Report on Form 10-K for the twelve months ended December 31, 1997 as filed with the Securities and Exchange Commission on March 31, 1998. (2) Represents the actual results of operations of the Option Properties, the Texas Portfolio and the Florida Portfolio as previously reported in the unaudited combined results of operations as appearing on Form 8-K/A No. 1 dated July 1, 1997 filed with the Securities and Exchange Commission on September 15, 1997. (3) Represents the operations of Oak Ridge Apartments (for the 26 day period from March 1, 1997 to March 26, 1997) and Anderson Mill Oaks Apartments (for the 24 day period from March 1, 1997 to March 24, 1997), which represents the period the properties were not owned by United Dominion during 1997 (based on the operating statements of the properties for the stub period January 1, 1997 to February 28, 1997). Represents operations of Pineloch Apartments and Seahawk Apartments, (for the 7 day period from May 1, 1997 to May 7, 1997), which represents the period the properties were not owned by United Dominion during 1997 (based on the operating statements of the properties for the stub period January 1, 1997 to April 30, 1997). (4) Reflects the net reduction in property management fees for the Option Properties, Texas Properties and Florida Portfolio. United Dominion internally managed its apartment portfolio at an assumed cost of approximately 3.4% of rental income (based on 1997 actual information) at the time of the filing of the Form 8-K/A dated July 1, 1997 filed with the Securities and Exchange Commission on September 15, 1997. United Dominion used 96% of the amount reported as rental income in calculating the property management fee, as approximately 4% (based on 1997 actual information) of the amount reported as rental income is assumed to be other income which is not subject to management fee. (5) Reflects the net adjustments to record depreciation expense for the Option Properties, Texas Portfolio and Florida Portfolio as if the transactions had occurred on January 1, 1997. Depreciation is computed on a straight-line basis over the useful lives of the related assets based upon the actual purchase price allocations of the properties. Buildings have been depreciated over 35 years and other assets over 5, 10 or 20 years depending on the useful life of the related asset. United Dominion's policy is to record a full month of depreciation in the month of acquisition. The weighted average life of other improvements is approximately 7.67 years based upon the initial cost of the properties of $151.1 million. The allocation and useful lives are as follows (in thousands of dollars): Twelve Month Useful Life Depreciation Purchase Price In Years Expense Adjustments * -------------- -------- --------------------- Buildings $ 118,714 35 $ 814 Other Improvements 7,822 7.67 245 Land 24,612 n/a -- ----------- ------- Total $ 151,148 $ 1,059 =========== ======= * Includes a pro forma adjustment for 2.88 months (1 month for the Option Properties, 2 months for Anderson Mill Oaks and Oak Ridge Apartments, 4 months for Pineloch Apartments and Seahawk Apartments, and 6 months for the Florida Portfolio) out of 12 months. (6) Reflects the additional interest expense associated with the acquisition of the Option Properties, Texas Portfolio and Florida Portfolio which consists of the following: (i) variable-rate bank debt aggregating approximately $129.1 million used to fund the acquisitions at assumed interest rates equal to market rates in effect at the time of each acquisition with a weighted average interest rate of 6.26% and (ii) the assumption of approximately $22.0 million of fixed-rate mortgage debt with a weighted average interest rate of 8.39% as outlined below (in thousands of dollars):
Twelve Month Weighted Average Interest Expense Acquisition Type of Debt Amount Interest Rate Adjustment ---------------- ------------ ----------------- ------------------ ------------ Option Properties Bank Lines $ 36,774 6.058% $ 360 ** Option Properties Secured Debt 22,063 8.389% 299 ** Texas Portfolio Bank Lines 56,311 6.291% 998 *** Florida Portfolio Bank Lines 36,000 6.410% 1,144 **** ----------- --------- $ 151,148 $ 2,801 =========== ========= ** Includes a pro forma adjustment for 59 out of 365 days. *** Includes a pro forma adjustment for 103 out of 365 days. **** Includes a pro forma adjustment for 181 out of 365 days. (7) Represents the actual results of operations of the Houston Portfolio and Waterside at Ironbridge Apartments as previously reported in the unaudited combined results of operations as appearing on Form 8-K/A No. 1 dated October 21, 1997 filed with the Securities and Exchange Commission on December 31, 1997. (8) Represents the operations of Greenhouse Patio Apartments and Braesridge Apartments (for the 26 day period from September 1, 1997 to September 26, 1997) and Waterside at Ironbridge Apartments (for the 29 day period from September 1, 1997 to September 29, 1997), which represents the period the properties were not owned by United Dominion during 1997 (based on the operating statements of the properties for the stub period January 1, 1997 to August 31, 1997 which consists of 243 days). In addition, this represents the operations of Bammelwood Apartments (for the 30 day period from October 1, 1997 to October 30, 1997) and Camino Village Apartments (for the 50 day period from October 1, 1997 to November 20, 1997 ) which represents the period the properties were not owned by United Dominion during 1997. The unaudited combined statements of rental operations for these properties was for the stub period from January 1, 1997 to September 30, 1997. (9) Reflects the net reduction in property management fees for the Houston Properties and Waterside at Ironbridge Apartments. United Dominion internally managed its apartment portfolio at an assumed cost of approximately 3.2% of rental income (based on 1997 actual information). The Company used 96% of the amount reported as rental income in calculating the property management fee, as approximately 4% (based on 1997 actual information) of the amount reported as rental income is assumed to be other income which is not subject to management fee. (10) Reflects the net adjustments to record depreciation expense for the Houston Properties and Waterside at Ironbridge Apartments, as if the transactions had occurred on January 1, 1997. Depreciation is computed on a straight-line basis over the useful lives of the related assets based upon the actual purchase price allocations of the properties. Buildings have been depreciated over 35 years and other assets over 5, 10 or 20 years depending on the useful life of the related asset. United Dominion's policy is to record a full month of depreciation in the month of acquisition. The weighted average life of other improvements is approximately 7.72 years based upon the initial cost of the properties of $67.4 million. The allocation and useful lives are as follows (in thousands of dollars): Twelve Month Useful Life Depreciation Purchase Price In Years Expense Adjustments * -------------- -------- --------------------- Buildings $ 50,828 35 $ 1,027 Other Improvements 4,415 7.72 410 Land 12,120 n/a -- ------------- -------- Total $ 67,363 $ 1,437 ============ ======== * Includes a pro forma adjustment for approximately 8.48 months (8 months for Greenhouse Patio Apartments, Braesridge Apartments and Waterside at Ironbridge Apartments and 10 months for Camino Village Apartments and 9 months for Bammelwood Apartments) out of 12 months. (11) Reflects the additional interest expense associated with the acquisition of the Houston Portfolio and Waterside at Ironbridge Apartments which consists of the following: (i) variable-rate bank debt aggregating approximately $16.8 million used to fund the acquisitions at assumed interest rates equal to market rates in effect at the time of each acquisition with a weighted average interest rate of 6.1% and (ii) the assumption of approximately $38.0 million of fixed-rate mortgage debt with a weighted average interest rate of 8.43% as outlined below (in thousands of dollars): Twelve Month Weighted Average Interest Expense Acquisition Type of Debt Amount Interest Rate Adjustment ---------------- ------------ ----------------- ------------------ ------------ Houston Portfolio Bank Lines $ 6,877 6.089% $ 340 ** Houston Portfolio Secured Debt 32,874 8.685% 2,245 ** Waterside Bank Lines 9,949 6.087% 451 *** Waterside Secured Debt 5,133 7.000% 268 *** --------- ------- $ 54,833 $ 3,304 ========= ======= ** Includes a pro forma adjustment for approximately 297 out of 365 days. *** Includes a pro forma adjustment for approximately 272 out of 365 days (12) Reflects the additional minority interest expense associated with the acquisition of the Houston Properties. In connection with the acquisition of the Houston Properties, United Dominion issued 849,498 Operating Partnership Units at $14.75 per Unit for an aggregate value of $12.5 million. Assuming the acquisition of the Houston Properties on January 1, 1997 the minority interest ownership would have been 10.6339% for the twelve months ended December 31, 1997. (13) Represents ASR's Historical Consolidated Statement of Operations for the twelve months ended December 31, 1997 as appearing in Form 8-K/A No. 1 dated March 27, 1998 filed with the Securities and Exchange Commission on June 12, 1998 and the actual results of operations of ASR for the period January 1,1998 through March 27, 1998. Certain reclassifications have been made to ASR's historical consolidated statements of operations to conform to United Dominion's presentation. (14) Represents the cumulative pro forma adjustments reported by ASR on Form 8-K/A No. 1 dated October 27, 1997 filed with the Securities and Exchange Commission on January 6, 1998 to reflect the actual results of operations and the pro forma adjustments for ASR's 1997 acquisitions which included 22 communities with 4,208 apartment homes at a total cost of approximately $176.1 million. (15) Represents the elimination of the income from the gains on sales or redemptions of mortgage assets reported by ASR during the period ended December 31, 1997. Beginning in 1996, ASR implemented a strategic plan to divest its mortgage assets portfolio and reinvest the net proceeds in the acquisition of apartment communities. ASR completed the sale of its remaining mortgage asset portfolio in June 1997, the net proceeds of which were primarily used to acquire apartment communities. The income from the gains on sales of mortgage assets is eliminated since these assets will not have a continuing impact on the results of operations for the combined entity. (16) Reflects the net estimated reduction of property management costs of $486 and $114 for the twelve months ended December 31, 1997 and the three months ended March 31, 1998, respectively, based upon the identified historical costs of certain items which are anticipated to be eliminated or reduced as a result of the Merger with ASR, as follows (in thousands of dollars): Twelve Months Three Months Ended Ended December 31, 1997 March 31, 1998 ----------------- -------------- Net reduction in salary, benefits and other compensation due to the termination of ASR employees prior to the Merger in accordance with the Merger Agreement $ 377 $ 75 Net reduction in travel and entertainment 25 6 Net reduction in professional services 34 15 Net reduction in other expenses 50 18 ----- ----- Pro forma adjustment $ 486 $ 114 ===== ===== (17) Represents the net decrease in depreciation of real estate owned as a result of recording the ASR real estate at fair value versus historical cost and using United Dominion's depreciable lives. Depreciation is computed on a straight line basis over the estimated useful lives of the related assets which have an estimated weighted average useful life of approximately 27.5 years. Buildings have been depreciated over 35 years and other assets over 5, 10 or 20 years depending on the useful life of the related asset. Calculation of the fair value of depreciable real estate assets at March 27, 1998 (in thousands of dollars): Purchase price $ 323,155 Less: Purchase price allocated to cash and cash equivalents (5,934) Purchase price allocated to other assets (3,521) Purchase price allocated to land (47,782) Purchase price allocated to real estate under development (925) Purchase price allocated to real estate held for disposition (5,000) ----------- Pro forma basis of ASR's depreciable real estate held for investment at fair value $ 259,993 =========== Calculation of depreciation of real estate owned for the twelve months ended December 31,1997 and the three months ended March 31, 1998 (in thousands of dollars): Twelve Months Three Months Ended Ended December 31, 1997 March 31, 1998 ----------------- -------------- Depreciation expense based upon an estimated weighted average useful life of approximately 27.5 years $ 9,440 $ 2,360 Less: ASR's pro forma depreciation of real estate owned (9,634)** (2,613) --------- -------- Pro forma adjustment $ (194) $ (253) ======== ======== ** Represents ASR's historical depreciation expense for the twelve months ended December 31, 1997 plus the cumulative pro forma adjustments to depreciation expense reported by ASR on Form 8-K/A No. 1 dated October 27, 1997 filed with the Securities and Exchange Commission on January 6, 1998 to reflect the actual results of operations and the pro forma adjustments for ASR's 1997 acquisitions. (18) Represents the net adjustment to interest expense for the twelve months ended December 31, 1997 and the three months ended March 31, 1998 associated with the Merger with ASR, as follows (in thousands of dollars): Twelve Months Three Months Ended Ended December 31, 1997 March 31, 1998 ----------------- -------------- To adjust amortization of ASR's deferred financing costs which were eliminated in the Merger $ (412) $ (171) To reflect amortization of the premium required to record ASR's mortgage notes payable at fair value (1,261) (315) To reflect additional borrowings of $792 under United Dominion's bank line borrowings at current market interest rates available to United Dominion of 6.14% 49 12 --------- ------- Pro forma adjustment $ (1,624) $ (474) ========= ======= (19) Reflects the net estimated reduction of general and administrative expenses of $2,432 and $993 for the twelve months ended December 31, 1997 and the three months ended March 31, 1998, respectively, based upon the identified historical costs of certain items which are anticipated to be eliminated or reduced as a result of the Merger with ASR, as follows (in thousands of dollars): Twelve Months Three Months Ended Ended December 31, 1997 March 31, 1998 ----------------- -------------- Netreduction in salary, benefits and other compensation due to the termination of ASR employees prior to the ASR Merger in accordance with the ASR Merger Agreement $ 1,909 $ 219 Net reduction in duplicative public company expenses 333 497 Net reduction in professional services 35 7 Net reduction in other expenses 155 270 --------- ------- Pro forma adjustment $ 2,432 $ 993 ========= ======= (20) Represents the elimination of the amortization of goodwill included in the ASR historical and pro forma financial statements which were eliminated in connection with the Merger. (21) Represents the elimination of extraordinary items included in the ASR historical statement of operations for the period ended March 27, 1998 which relates to costs directly attributable to the Merger and are therefore non-recurring. (22) The pro forma weighted average shares outstanding to reflect the Merger with ASR for the twelve months ended December 31, 1997 and the three months ended March 31, 1998, respectively, are computed as follows (in thousands of dollars): Twelve Months Three Months Ended Ended December 31, 1997 March 31, 1998 ----------------- -------------- ASR's pro forma weighted average common shares and operating partnership units outstanding 5,961 5,887 Less: units in the operating partnership (971) (971) --------- ------- ASR pro forma weighted average common shares outstanding-basic 4,990 4,916 United Dominion pro forma weighted average common shares outstanding-basic 87,145 90,867 Increase in United Dominion's common stock at the Exchange Ratio of 1.575 for the ASR pro forma weighted average common shares outstanding** 7,859 7,743 --------- ------- Pro forma combined common shares-basic 95,004 98,610 ========= ======= ASR pro forma weighted average common shares outstanding-diluted 9,389 9,272 United Dominion pro forma weighted average common shares outstanding-diluted 87,339 92,115 --------- ------- Pro forma combined common shares-diluted 96,728 101,387 ========= ======= ** Weighted average pro forma adjusted ASR common shares outstanding multiplied by the Exchange Ratio. (23) Represents the actual results of operations of the Tennessee Portfolio, Dogwood Creek Apartments and the San Antonio Portfolio as reported elsewhere herein. (24) Represents the operations of the following 1998 acquisitions: (i) the operation of the Tennessee Portfolio (for the 8 day period from January 1, 1998 to January 8, 1998) which represents the period the properties were not owned by United Dominion during 1998 (based on the operating statements of the properties for the year ended December 31, 1997) and (ii) the operations of Dogwood Creek Apartments (for the 5 day period from February 1, 1998 to February 5, 1998), which represents the period the property was not owned by United Dominion during 1998 (based on the operating statements of the properties for the stub period January 1, 1998 to January 31, 1998). (25) Reflects the net reduction in property management fees for the Tennessee Portfolio, Dogwood Creek Apartments and the San Antonio Portfolio. United Dominion internally managed its apartment portfolio at an assumed cost of approximately 3.4% of rental income (based on 1998 actual information). United Dominion used 96% of the amount reported as rental income in calculating the property management fee, as approximately 4% (based on 1998 actual information) of the amount reported as rental income is assumed to be other income which is not subject to management fee. (26) Reflects the net adjustments to record depreciation expense for the Tennessee Portfolio, Dogwood Creek Apartments and the San Antonio Portfolio as if the transactions had occurred on January 1, 1997. Depreciation is computed on a straight-line basis over the useful lives of the related assets based upon the actual purchase price allocations of the properties. Buildings have been depreciated over 35 years and other assets over 5, 10 or 20 years depending on the useful life of the related asset. United Dominion's policy is to record a full month of depreciation in the month of acquisition. The weighted average life of other improvements is approximately 7.14 years based upon the initial cost of the properties of $144.0 million. The allocation and useful lives are as follows (in thousands of dollars): Twelve Month Three Month Useful Life Depreciation Depreciation Purchase Price In Years Expense Adjustment Expense Adjustment* -------------- -------- ------------------ ------------------- Buildings $ 111,341 35 $ 2,902** $ 437 Other Improvements 8,138 7.14 1,140 176 Land 24,553 n/a -- -- ----------- -------- ------- Total $ 144,032 $ 4,042 $ 613 =========== ======== ======= * The three months ended March 31, 1998 includes a pro forma adjustment for 1.67 months (1 month for Dogwood Creek Apartments and 3 months for the San Antonio Portfolio) out of 12 months. ** The twelve months ended December 31, 1997 includes a pro forma adjustment for the full year for the Tennessee Properties and the San Antonio Portfolio and a pro forma adjustment for 6 months for Dogwood Creek Apartments as the community was not in full lease-up for all of 1997. (27) Reflects the additional interest expense associated with the acquisition of the Tennessee Portfolio, Dogwood Creek Apartments and the San Antonio Portfolio which consists of the following: (i) variable-rate bank debt aggregating approximately $44.8 million used to fund the acquisitions at assumed interest rates equal to market rates in effect at the time of each acquisition with a weighted average interest rate of 6.22% and (ii) the assumption of approximately $81.6 million of fixed-rate mortgage debt with a weighted average interest rate of 8.12% as outlined below (in thousands of dollars): Twelve Month Three Month Weighted Average Interest Expense Interest Expense Acquisition Type of Debt Amount Interest Rate Adjustment * Adjustment ----------- ------------ ------ -------------- ------------ ---------- Tennessee Portfolio Bank Lines $ 26,266 6.289% $ 1,652 $ 36 ** Tennessee Portfolio Secured Debt 28,047 7.649% 2,145 47 ** Dogwood Creek Bank Lines 6,522 6.164% 101 40 *** Dogwood Creek Secured Debt 10,000 8.000% 500 79 *** San Antonio Portfolio Bank Lines 11,978 6.107% 731 180 **** San Antonio Portfolio Secured Debt 43,603 8.444% 3,683 908 **** -------- --------- ---------- $126,416 $ 8,812 $ 1,290 ======== ========= ==========
* The twelve months ended December 31, 1997 includes a pro forma adjustment for the full year for the Tennessee Properties and the San Antonio Portfolio and a pro forma adjustment for 6 months for Dogwood Creek Apartments as the community was not in full lease-up for all of 1997. ** Includes a pro forma adjustment for 8 out of 365 days. *** Includes a pro forma adjustment for 36 out of 365 days. **** Includes a pro forma adjustment for 90 out of 365 days. (28) Reflects the additional minority interest expense associated with the acquisition of Dogwood Creek Apartments and the San Antonio Portfolio. In connection with the Dogwood Creek acquisition, United Dominion issued 130,416 Operating Partnership Units and in connection with the San Antonio Portfolio acquisition issued 1,023,732 Operating Partnership Units at $14.75 per Unit for an aggregate value of $17.0million. Assuming the acquisition of Dogwood Creek Apartments and the San Antonio Portfolio on January 1, 1997, the weighted average Operating Partnership Units outstanding (as a percentage of all common stock and Operating Partnership Units) was 2.42% and 2.27% for the three months ended March 31,1998 and December 31, 1997, respectively. (29) Represents the adjustment to record the pro forma weighted average shares of common stock and Operating Partnership Units outstanding as a result of the acquisition of Dogwood Creek Apartments and the San Antonio Portfolio. In connection with the Dogwood Creek acquisition, United Dominion issued 130,416 Operating Partnership Units and in connection with the San Antonio Portfolio acquisition issued 1,023,732 Operating Partnership Units and 40,201 shares of common stock. The common stock and Operating Partnership Units are assumed to have been outstanding since the beginning of each period presented. EX-23 2 CONSENT OF INDEPENDENT PUBLIC ACCOUNTANTS [Letterhead of L. P. Martin & Company] CONSENT OF L. P. MARTIN & COMPANY, P.C. 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. 333-27221, Registration Statement Form S-3 No. 33-64275, Registration Statement Form S-3 No. 333-11207, Registration Statement Form S-3 No. 333-15133, Registration Statement Form S-8 No. 33-47926, Registration Statement Form S-8 No. 33-48000, Registration Statement Form S-8 No. 33-58201, Registration Statement Form S-8 No. 333-32829, Registration Statement Form S-8 No. 33-42691, and Registration Statement Form S-3 No. 333-44463, of United Dominion Realty Trust, Inc. of our report dated May 1, 1998, with respect to the statement of rental operations of Dogwood Creek Apartments for the year ended December 31, 1997, our report dated May 8, 1998, with respect to the combined statement of rental operations of Trails at Mount Moriah Apartments, Trails at Kirby Parkway Apartments, and Cinnamon Trails Apartments for the year ended December 31, 1997, and our report dated June 29, 1998, with respect to the combined statement of rental operations of Audubon Apartments, Carmel Apartments, Cimarron City Apartments, Grand Cypress Apartments, Kenton Apartments, Peppermill Apartments, The Crest Apartments, and Villages of Thousand Oaks Apartments for the year ended December 31, 1997, included in this Form 8-K/A, Amendment to Application or Report on Form 8-K dated June 9, 1998. /s/ L. P. Martin & Company, P.C. L. P. Martin & Company, P.C. Certified Public Accountants Richmond, Virginia August 13, 1998 -----END PRIVACY-ENHANCED MESSAGE-----