-----BEGIN PRIVACY-ENHANCED MESSAGE----- Proc-Type: 2001,MIC-CLEAR Originator-Name: keymaster@town.hall.org Originator-Key-Asymmetric: MFkwCgYEVQgBAQICAgADSwAwSAJBALeWW4xDV4i7+b6+UyPn5RtObb1cJ7VkACDq pKb9/DClgTKIm08lCfoilvi9Wl4SODbR1+1waHhiGmeZO8OdgLUCAwEAAQ== MIC-Info: RSA-MD5,RSA, UUtnLmjte44CNay/MoFa4QlWx2iBk0H4rVaHM9wdytJFTBdfus0dmEtcKvK9wwl8 4yC5Eo43Rbjj+zw+mtDQpA== 0000950118-94-000030.txt : 19940304 0000950118-94-000030.hdr.sgml : 19940304 ACCESSION NUMBER: 0000950118-94-000030 CONFORMED SUBMISSION TYPE: 8-K/A PUBLIC DOCUMENT COUNT: 1 CONFORMED PERIOD OF REPORT: 19931231 ITEM INFORMATION: 7 FILED AS OF DATE: 19940303 FILER: COMPANY DATA: COMPANY CONFORMED NAME: UNITED DOMINION REALTY TRUST INC CENTRAL INDEX KEY: 0000074208 STANDARD INDUSTRIAL CLASSIFICATION: 6798 IRS NUMBER: 540857512 STATE OF INCORPORATION: VA FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: 8-K/A SEC ACT: 34 SEC FILE NUMBER: 001-10524 FILM NUMBER: 94514479 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 UNITED DOMINION 8-K/A Form 8-K/A SECURITIES AND EXCHANGE COMMISSION WASHINGTON, DC 20549 AMENDMENT TO APPLICATION OR REPORT Filed Pursuant to Section 12, 13 or 15(d) of THE SECURITIES EXCHANGE ACT OF 1934 United Dominion Realty Trust, Inc. (Exact name of registrant as specified in its charter) AMENDMENT NO. 1 The undersigned registrant hereby amends its Current Report on Form 8-K dated December 31, 1993 by adding the Historical Summary of Revenues and Certain Rental Expenses, the Estimates of Net Income and Funds Generated and the Pro Forma Condensed Financial Statements (Unaudited) and the Notes thereto, as set forth on the pages attached hereto. Item 7. Financial Statements, Pro Forma Financial Information and Exhibits. (a) Financial Statements of Real Estate Properties Acquired (b) Pro Forma Financial Information (c) Exhibits (24) Consents of experts SIGNATURES Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant caused this Amendment to be signed on its behalf by the undersigned, thereunto duly authorized. UNITED DOMINION REALTY TRUST, INC. (Registrant) /s/ Jerry A. Davis Jerry A. Davis Vice President Corporate Controller Date: March 3, 1994 Independent Auditors' Report To the Owners of Riverwind Apartments We have audited the accompanying statement of rental operations (as defined in Note 2) of Riverwind Apartments for the year ended December 31, 1992. This financial statement is the responsibility of the management of Riverwind Apartments. Our responsibility is to express an opinion on this statement based on our audit. We conducted our audit in accordance with generally accepted auditing standards. Those standards require that we plan and perform the audit to obtain reasonable assurance about whether the financial statements are free of material misstatement. An audit includes examining, on a test basis, evidence supporting the amounts and disclosures in the financial statements. An audit also includes assessing the accounting principles used and significant estimates made by management, as well as evaluating the overall financial statement presentation. We believe that our audit provides a reasonable basis for our opinion. The statement was prepared for the purpose of complying with the rules and regulations of the Securities and Exchange Commission (for inclusion in a Current Report on Form 8-K of United Dominion Realty Trust, Inc.), as described in Note 4, and is not intended to be a complete presentation of Riverwind Apartments revenues and expenses. In our opinion, the statement referred to above presents fairly, in all material respects, the income and operating expenses, as described in Note 2, of Riverwind Apartments for the year ended December 31, 1992, in conformity with generally accepted accounting principles. /s/ L.P. Martin & Company, P.C. L. P. Martin & Company, P.C. Certified Public Accountants February 14, 1994 RIVERWIND APARTMENTS STATEMENT OF RENTAL OPERATIONS YEAR ENDED DECEMBER 31, 1992 REVENUES FROM RENTAL PROPERTY $1,226,430 RENTAL PROPERTY EXPENSES: Real Estate Taxes 139,123 Repairs and Maintenance 142,013 Utilities 57,779 Property Management Fees (Note 3) 61,375 Other Operating Expenses 226,838 TOTAL RENTAL PROPERTY EXPENSES 627,128 INCOME FROM RENTAL OPERATIONS $599,302 The accompanying notes are an integral part of this statement. RIVERWIND APARTMENTS NOTES TO THE STATEMENT OF RENTAL OPERATIONS YEAR ENDED DECEMBER 31, 1992 NOTE 1 - BASIS OF PRESENTATION Riverwind Apartments (The Property) consists of a 194 unit garden style residential apartment community located in Spartanburg, South Carolina, together with the existing leases. The assets that comprise the Property have been held as an investment of Franklin Riverwind Associates, a Pennsylvania limited partnership (the owner), throughout the year ended December 31, 1992. The accompanying financial statement presents the results of rental operations of the Property as a stand-alone entity. NOTE 2 - SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES Revenue and Expense Recognition The accompanying statement of rental operations has been prepared using the accrual method of accounting. Certain expenses such as depreciation, amortization, income taxes, mortgage interest expense and asset management fees are not reflected in the statement of rental operations, as required by Rule 3-14 of Regulation S-X of the Securities and Exchange Commission. Repairs and Maintenance Repairs and maintenance costs are expensed as incurred, while significant improvements, renovations and replacements are capitalized. NOTE 3 - PROPERTY MANAGEMENT FEES Property management services were provided through NHP Property Management, Inc. Fees for such services were 5% of gross receipts from operations, as defined in the property management agreement. NOTE 4 - SALE OF PROPERTY The Property was sold to United Dominion Realty Trust, Inc. on December 31, 1993. 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. UNITED DOMINION REALTY TRUST, INC. CERTAIN PROPERTY ACQUIRED SUMMARY OF REVENUES AND CERTAIN RENTAL EXPENSES FOR THE YEAR ENDED DECEMBER 31, 1992 Rental income $1,226,430 Rental expenses (excluding depreciation): Utilities $ 57,779 Repairs and maintenance 142,013 Real estate taxes 139,123 Property management 61,375 Other rental expenses 226,838 627,128 Excess of revenues over certain rental expenses $ 599,302 CERTAIN PROPERTY ACQUIRED SUMMARY OF REVENUES AND CERTAIN RENTAL EXPENSES FOR THE NINE MONTHS ENDED SEPTEMBER 30, 1993 Rental income $ 964,756 Rental expenses (excluding depreciation): Utilities $ 39,808 Repairs and maintenance 110,262 Real estate taxes 107,766 Property management 47,674 Other rental expenses 169,256 474,766 Excess of revenues over certain rental expenses $ 489,990 NOTES TO SUMMARY OF REVENUES AND CERTAIN RENTAL EXPENSES The summaries of revenues and certain rental expenses reflect the operations of Riverwind Apartments, (the "property") for the year ended December 31, 1992 based upon the audited statement of rental operations of the properties appearing elsewhere herein and for the nine month period ended September 30, 1993 based upon the unaudited statement of rental operations of the property. During 1992 and a portion of 1993, the property was owned and operated by entities other than United Dominion Realty Trust, Inc. (the "Trust"). The summaries have been prepared on the accrual method of accounting. Rental expenses include repair and maintenance expenses, utilities, real estate taxes, insurance and certain other expenses. In accordance with the regulations of the Securities and Exchange Commission, mortgage interest expenses, depreciation, and general and administrative costs have been excluded from operating expenses, as they are dependent upon a particular owner, purchase price or financial arrangement. In assessing the property, management considered the existing and potential tenant base, expected job growth in the area, occupancy rates, the competitive nature of the market and comparative rental rates. Furthermore, current and anticipated maintenance and repair costs, real estate taxes and anticipated capital improvements were assessed. UNITED DOMINION REALTY TRUST, INC. PRO FORMA CONDENSED FINANCIAL STATEMENTS (UNAUDITED) The following balance sheet at September 30, 1993 gives effect to the acquisition by the Trust of Riverwind Apartments purchased on December 31, 1993 from Franklin Riverwind Associates, a Pennsylvania limited partnership. The pro forma condensed statements of operations for the year ended December 31, 1992 and the nine months ended September 30, 1993 assume the acquisition of the property as if it had occurred on January 1, 1992. The pro forma condensed statements have been prepared by the management of the Trust. The pro forma condensed financial statements of operations may not be indicative of the results that would have occurred had the acquisition been completed on the date indicated. Also, they necessarily are not indicative of future results. The pro forma condensed financial statements should be read in conjunction with the Trust's audited financial statements for the year ended December 31, 1992 (included in the Trust's Form 10-K for the year ended December 31, 1992) and the unaudited financial statements as of September 30, 1993 and for the nine months then ended (included in the Trust's Form 10-Q for the periods ended September 30, 1993) and the accompanying notes. UNITED DOMINION REALTY TRUST, INC. PRO FORMA BALANCE SHEET (UNAUDITED) SEPTEMBER 30, 1993 (In thousands, except share data) PREVIOUS PRO FORMA PRO FORMA HISTORICAL ADJUSTMENTS (2) ADJUSTMENTS (1) PRO FORMA ---------- --------------- --------------- --------- ASSETS Real estate owned, at cost: Apartments $458,320 $29,248 $7,189 $494,757 Shopping centers 74,494 74,494 Office and industrial buildings 4,581 4,581 -------- ------- ------ -------- 537,395 29,248 7,189 573,832 Less accumulated depreciation 86,116 86,116 -------- ------- ------ -------- 451,279 29,248 7,189 487,716 Cash and cash equivalents 21,498 21,498 Other assets 9,282 9,282 -------- ------- ------ -------- $482,059 $29,248 $7,189 $518,496 ======== ======= ====== ======== LIABILITIES AND SHAREHOLDERS' EQUITY Mortgage notes payable $73,046 $ - $ - $73,046 Notes payable 127,966 29,248 7,189 164,403 Accounts payable, accrued expenses and other liabilities 10,442 10,442 Distributions payable to shareholders 7,260 7,260 -------- ------- ------ -------- 218,714 29,248 7,189 255,151 Shareholders' equity: Common stock, $1 par value 60,000,000 shares authorized, 41,466,891 shares issued and outstanding 41,467 41,467 Additional paid-in capital 300,343 300,343 Notes receivable from officer shareholders (2,538) (2,538) Distributions in excess of net income (75,927) (75,927) -------- ------- ------ -------- Total shareholders' equity 263,345 263,345 -------- ------- ------ -------- $482,059 $29,248 $7,189 $518,496 ======== ======= ====== ========
UNITED DOMINION REALTY TRUST, INC. PRO FORMA CONDENSED STATEMENT OF OPERATIONS (UNAUDITED) TWELVE MONTHS ENDED DECEMBER 31, 1992 (In thousands, except per share data) PREVIOUS PRO FORMA PRO FORMA HISTORICAL ADJUSTMENTS (2) ADJUSTMENTS PRO FORMA ---------- --------------- ----------- --------- Income Property operations: Rental revenues $63,202 $13,590 (3) $1,226 (3) $78,018 Operating expenses 26,503 7,062 (3) 627 (3) 34,192 Depreciation expense 15,732 2,001 (6) 211 (6) 17,944 -------- -------- ------ -------- Income from property operations 20,967 4,527 388 25,882 Interest income 1,402 (607) (4) 795 ------- -------- ------ -------- 22,369 3,920 388 26,677 Expenses Interest 11,697 2,145 (5) 279 (5) 14,121 General and administrative 2,231 2,231 Other depreciation and amortization 300 300 ------- ------- ------ -------- 14,228 2,145 279 16,652 ------- ------- ------ -------- Income before gains on sales of investments and extraordinary items 8,141 1,775 109 10,025 Provision for possible investment losses (1,564) (1,564) ------- ------- ------ -------- Income before extraordinary item 6,577 1,775 109 8,461 Extraordinary item-early extinguishment of debt (242) (242) ------- ------- ----- -------- Net income $6,335 $1,775 $109 $8,219 ======= ======= ===== ======== Earnings per share $ .18 $ .24 ======= ======== Average shares outstanding 34,604 34,604 Adjustments to determine funds from operations: Net income $6,335 $1,775 $109 $8,219 Depreciation and amortization 16,032 2,001 211 18,244 Provision for possible investment losses 1,564 - - 1,564 Other 254 - - 254 ------- ------ ----- ------- Funds from operations* $24,185 $3,776 $320 $28,281 ======= ====== ===== ======= * Funds from operations is defined as income before gains (losses) on investments and extraordinary items adjusted for certain non-cash items, primarily real estate depreciation. The Trust considers funds from operations in evaluating property acquisitions and its operating performance and believes that funds from operations should be considered along with, but not as an alternative to, net income and cash flows as a measure of the Trust's operating performance and liquidity.
UNITED DOMINION REALTY TRUST, INC. PRO FORMA STATEMENT OF OPERATIONS (UNAUDITED) NINE MONTHS ENDED SEPTEMBER 30, 1993 (In thousands, except per share data) PREVIOUS PRO FORMA PRO FORMA HISTORICAL ADJUSTMENTS (2) ADJUSTMENTS PRO FORMA ---------- --------------- ----------- --------- Income Property operations: Rental revenues $64,601 $7,036 (3) $965 (3) $72,602 Operating expenses 27,147 3,798 (3) 475 (3) 31,420 Depreciation expense 14,436 1,109 (6) 158 (6) 15,703 ------- ------ ---- ------- Income from property operations 23,018 2,129 332 25,479 Interest income 497 (438) (4) 59 ------- ------ ---- ------- 23,515 1,691 332 25,538 Expenses Interest 12,681 1,000 (5) 208 (5) 13,889 General and administrative 2,566 2,566 Other depreciation and amortization 406 406 ------- ------ ---- ------- 15,653 1,000 208 16,861 ------- ------ ---- ------- Income before gains (losses) on invest- ments and extraordinary item 7,862 691 124 8,677 Loss on sale of investment (89) - - (89) ------- ------ ---- ------- Net income $7,773 $691 $124 $8,588 ======= ====== ==== ======= Earnings per share $ .21 $ .23 Average shares outstanding 37,080 37,080 Adjustments to determine funds from operations: Net income $7,773 $691 $124 $8,588 Depreciation and amortization 14,851 1,109 158 16,118 Loss on sale of investment 89 - - 89 ------- ------ ---- ------- Funds from operations* $22,713 $1,800 $282 $24,795 ======= ====== ==== ======= * Funds from operations is defined as income before gains (losses) on investments and extraordinary items adjusted for certain non-cash items, primarily real estate depreciation. The Trust considers funds from operations in evaluating property acquisitions and its operating performance and believes that funds from operations should be considered along with, but not as an alternative to, net income and cash flows as a measure of the Trust's operating performance and liquidity.
UNITED DOMINION REALTY TRUST, INC. NOTES TO PRO FORMA CONDENSED FINANCIAL STATEMENTS (UNAUDITED) 1. To record the purchase of Riverwind Apartments, (the "property"), acquired after September 30, 1993, assuming that the acquisition was financed with unsecured bank borrowings. 2. Amounts appearing under the columns entitled "Previous Pro Forma Adjustments" give effect to significant acquisitions that have been previously reported to the Securities and Exchange Commission by the Trust on Forms 8-K/A dated July 29, 1993, December 2, 1993, and February 18, 1994. 3. To record historical results of the property for the year ended December 31, 1992 and the nine months ended September 30, 1993 as if the property had been owned throughout each period presented. 4. To reduce assumed interest income on funds used to acquire the properties at assumed interest rates equal to market rates in effect at the time of each respective acquisition. 5. To record interest expense on bank debt used to finance the acquisitions at assumed interest rates equal to market rates in effect at the time of each respective acquisition. 6. To record depreciation based upon the allocation of the purchase price depreciated over estimated useful lives between 15 and 35 years using the straight line method. CONSENT OF INDEPENDENT AUDITORS The Board of Directors United Dominion Realty Trust, Inc.: We consent to the incorporation by reference in the previously filed Registration Statement Form S-3 No. 33-40433, Registration Statement Form S-3 No. 33-32930, Registration Statement Form S-8 No. 33-47926 and Registration Statement Form S-8 No. 33-48000 of United Dominion Realty Trust, Inc. of our report dated February 14, 1994, with respect to the statement of rental operations of Riverwind Apartments for the year ended December 31, 1992, included in this Form 8-K/A, Amendment to Application or Report on Form 8-K dated December 31, 1993. /s/ L.P. Martin & Company, P.C. L. P. Martin & Company, P.C. Certified Public Accountants March 3, 1994 -----END PRIVACY-ENHANCED MESSAGE-----