UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, DC 20549 FORM 10-Q QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 (X) QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15 (d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the quarterly period ended September 30, 1997 OR ( ) TRANSITION REPORT PURSUANT TO SECTION 13 OR 15 (d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the transition period from ________ to _________ Commission file number 1-10524 UNITED DOMINION REALTY TRUST, INC. (Exact name of registrant as specified in its charter) Virginia 54-0857512 (State or other jurisdiction of (I.R.S. Employer incorporation or organization) Identification No.) 10 South Sixth Street, Richmond, Virginia 23219-3802 (Address of principal executive offices - zip code) (804) 780-2691 (Registrant's telephone number, including area code) Not Applicable (Former name, former address and former fiscal year, if changed since last report) Indicate by check mark whether the registrant (1) has filed all reports required to be filed by Section 13 or 15 (d) of the Securities Exchange Act of 1934 during the preceding 12 months, and (2) has been subject to filing requirements for at least the past 90 days. Yes X No ____ APPLICABLE ONLY TO CORPORATE ISSUERS: Indicate the number of shares outstanding of each of the issuer's classes of common stock, as of the latest practicable date: 88,161,626 shares of common stock outstanding as of November 5, 1997
UNITED DOMINION, REALTY TRUST, INC. CONSOLIDATED BALANCE SHEETS (In thousands, except for share data) (Unaudited) <TABLE> <CAPTION> September 30, December 31, 1997 1996 ------------------- ----------------- <S> <C> Assets Real estate owned: Real estate held for investment (Note 3) $ 2,217,063 $ 2,007,612 Less: accumulated depreciation 200,538 173,291 -------------- ------------ 2,016,525 1,834,321 Real estate under development 33,628 37,855 Real estate held for disposition 131,576 39,556 Cash and cash equivalents 5,383 13,452 Other assets 65,639 41,720 -------------- ------------ Total assets $ 2,252,751 $ 1,966,904 ============== ============ Liabilities and shareholders' equity Notes payable-secured (Note 4) $ 412,624 $ 376,560 Notes payable-unsecured (Note 5) 687,521 668,275 Distributions payable to common shareholders 22,261 19,699 Accounts payable, accrued expenses and other liabilities 62,361 49,962 -------------- ------------ Total liabilities 1,184,767 1,114,496 Minority interest of unitholders in operating partnership 10,482 2,029 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 -- Common stock, $1 par value; 150,000,000 shares authorized 88,161,626 shares issued and outstanding (81,982,551 in 1996) 88,162 81,983 Additional paid-in capital 893,701 814,795 Notes receivable from officer-shareholders (9,168) (5,926) Distributions in excess of net income (170,193) (147,529) Unrealized gain on securities available-for-sale -- 2,056 -------------- ------------ Total shareholders' equity 1,057,502 850,379 ============== ============ Total liabilities and shareholders' equity $ 2,252,751 $ 1,966,904 ============== ============ </TABLE> 2 See accompanying notes.
UNITED DOMINION REALTY TRUST, INC. CONSOLIDATED STATEMENTS OF OPERATIONS (In thousands, except per share data) (Unaudited) <TABLE> <CAPTION> Three Months Ended September 30, Nine Months Ended September 30, -------------------------------- ----------------------------------- 1997 1996 1997 1996 ------- -------- ------- ----- <S> <C> Revenues Rental income $ 98,816 $ 63,083 $ 284,182 $ 175,119 Interest and other non-property income 479 402 867 1,197 --------- --------- --------- ----------- 99,295 63,485 285,049 176,316 Expenses Rental expenses: Utilities 6,166 4,425 18,290 12,810 Repairs and maintenance 14,528 10,711 40,707 29,847 Real estate taxes 8,107 4,509 23,014 12,698 Property management 3,080 1,444 9,154 4,192 Other rental expenses 10,762 6,400 30,051 16,852 Real estate depreciation 19,740 12,346 55,029 33,711 Interest 19,346 13,530 58,265 35,413 General and administrative 1,619 1,260 5,271 4,192 Other depreciation and amortization 494 356 1,339 917 Impairment loss on real estate owned (Note 3) 1,400 -- 1,400 290 --------- --------- --------- ---------- 85,242 54,981 242,520 150,922 Income before gains on sales of investments and minority interest of unitholders in operating partnership 14,053 8,504 42,529 25,394 Gains on sales of investments 9,309 1,339 12,682 2,176 Minority interest of unitholders in operating partnership (53) (25) (112) (26) --------- -------- --------- --------- Net income 23,309 9,818 55,099 27,544 Dividends to preferred shareholders 5,653 2,428 11,692 7,284 --------- --------- --------- ---------- Net income available to common shareholders $ 17,656 $ 7,390 $ 43,407 $ 20,260 ========= ========= ========= ========== Net income per common share $ 0.20 $ 0.13 $ 0.50 $ 0.36 ========= ========= ========= =========== Distributions declared per common share $ .2525 $ .24 $ 0.7575 $ 0.72 ========= ========= ========= =========== Weighted average number of common shares outstanding 87,853 57,793 86,602 56,978 </TABLE> See accompanying notes. 3
UNITED DOMINION REALTY TRUST, INC. CONSOLIDATED STATEMENTS OF CASH FLOWS (In thousands) (Unaudited) <TABLE> <CAPTION> Nine Months Ended September 30, 1997 1996 - ---------------------------------------------------------------- ------------ ------------ <S> <C> Operating Activities Net income $ 55,099 $ 27,544 Adjustments to reconcile net income to cash provided by operating activities: Depreciation and amortization 56,368 34,628 Minority interest of unitholders in operating partnership 112 26 Impairment loss on real estate owned 1,400 290 Gains on sales of investments (12,682) (2,176) Amortization of deferred financing costs 1,306 898 Changes in operating assets and liabilities: Increase in operating liabilities 9,837 12,720 Increase in operating assets (349) (1,330) ------------ ------------ Net cash provided by operating activities 111,091 72,600 Investing Activities Acquisition of real estate, net of debt and liabilities assumed (206,205) (165,927) Capital expenditures (70,722) (35,509) Development of real estate assets (37,369) (7,593) Net proceeds from sales of investments 27,044 18,730 Proceeds from interest rate hedge transaction 1,538 -- Other 2,143 (6) ------------ ------------ Net cash used in investing activities (283,571) (190,305) Financing Activities Net proceeds from the issuance of common stock 59,884 23,925 Net proceeds from the sale of preferred stock 145,275 -- Net proceeds from the sale of common stock through the dividend reinvestment and stock purchase plan 26,685 7,975 Gross proceeds from the issuance of unsecured notes payable 125,000 152,962 Net proceeds from the issuance of secured notes payable -- 5,925 Net borrowings (repayments) of short-term bank borrowings (43,250) 30,800 Distributions paid to preferred shareholders (10,617) (7,284) Distributions paid to common shareholders (63,511) (39,879) Distributions paid to minority interest unitholders (102) -- Scheduled mortgage principal payments (4,573) (1,881) Mortgage financing proceeds released from construction funds -- 2,666 Payments on unsecured notes (63,414) (50,697) Non-scheduled payments on secured notes payable (4,350) -- Payment of financing costs (2,616) (1,908) ------------ ------------ Net cash provided by financing activities 164,411 122,604 Net increase (decrease) in cash and cash equivalents (8,069) 4,899 Cash and cash equivalents, beginning of period 13,452 2,904 ------------ ------------ Cash and cash equivalents, end of period $ 5,383 $ 7,803 ============ ============ Supplemental Information Interest paid during the period $ 55,279 $ 33,699 Secured debt assumed through the acquisition of properties 48,380 129,875 Issuance of common stock in connection with acquisitions -- 22,678 Issuance of unsecured notes payable in connection with acquisitions -- 25,000 Issuance of operating partnership units 8,442 2,006 See accompanying notes. </TABLE> 4
UNITED DOMINION REALTY TRUST, INC. CONSOLIDATED STATEMENT OF SHAREHOLDERS' EQUITY NINE MONTHS ENDED SEPTEMBER 30, 1997 (In thousands, except share and per share amounts) (unaudited) <TABLE> <CAPTION> Common Stock, $1 Par Value Preferred Stock --------------------------------------------------- Additional Number Number Paid-in of Shares Amount of Shares Amount Capital - ----------------------------------------------------------------------------------------------------------------------------------- <S> <C> Balance at December 31, 1996 81,982,551 $81,983 4,200,000 $105,000 $814,795 Common stock issued in public offering 4,000,000 4,000 - - 55,420 Preferred stock-Series B issued in public offering - - 6,000,000 150,000 (4,962) Exercise of common stock options 48,197 48 - - 507 Common stock purchased by officers, net of repayments 230,000 230 - - 3,149 Common stock issued through dividend reinvestment and stock purchase plan 1,900,346 1,900 - - 24,785 Common stock issued through employee stock purchase plan 532 1 - - 7 Net income - - - - - Preferred stock-Series A distributions declared ($1.73 per share) - - - - - Preferred stock-Series B distributions declared ($.56 per share) - - - - - Common stock distributions declared ($.7575 per share) - - - - - Realized gain on securities available-for-sale - - - - - --------------- ---------- ----------- ----------- ------------- Balance at September 30, 1997 88,161,626 $88,162 10,200,000 $255,000 $893,701 =============== ========== =========== =========== ============= </TABLE> <TABLE> <CAPTION> Unrealized Gain on Receivable Distributions Securities Total from Officer in Excess of Available- Shareholders' Shareholders Net Income for-Sale Equity - ----------------------------------------------------------------------------------------------------------------------------------- <S> <C> Balance at December 31, 1996 ($5,926) ($147,529) $2,056 $850,379 Common stock issued in public offering - - - 59,420 Preferred stock-Series B issued in public offering - - - 145,038 Exercise of common stock options - - - 555 Common stock purchased by officers, net of repayments (3,242) - - 137 Common stock issued through dividend reinvestment and stock purchase plan - - - 26,685 Common stock issued through employee stock purchase plan - - - 8 Net income - 55,099 - 55,099 Preferred stock-Series A distributions declared ($1.73 per share) - (7,284) - (7,284) Preferred stock-Series B distributions declared ($.56 per share) - (4,408) - (4,408) Common stock distributions declared ($.7575 per share) - (66,071) - (66,071) Realized gain on securities available-for-sale - - (2,056) (2,056) --------------- -------------- ------------ ------------- Balance at September 30, 1997 ($9,168) ($170,193) $0 $1,057,502 =============== ============== ============ ============= </TABLE> 5
UNITED DOMINION REALTY TRUST, INC. NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (UNAUDITED) 1. Basis of presentation The accompanying consolidated financial statements include the accounts of United Dominion Realty Trust, Inc. and its subsidiaries, including United Dominion Realty, L.P., its Operating Partnership, (collectively, the "Company"). As of September 30, 1997, United Dominion Realty Trust, Inc. and its wholly-owned subsidiaries had a 92% interest in the Operating Partnership. The financial statements of the Company include the minority interest of unitholders in the operating partnership. All significant inter-company accounts and transactions have been eliminated in consolidation. The consolidated financial statements reflect all adjustments which are, in the opinion of management, necessary for a fair presentation of financial position at September 30, 1997 and results of operations for the interim periods ended September 30, 1997 and 1996. Such adjustments are normal and recurring in nature. The interim results presented are not necessarily indicative of results that can be expected for a full year. The accompanying consolidated financial statements should be read in conjunction with the audited financial statements and related notes appearing in the Company's December 31, 1996 Annual Report on Form 10-K filed with the Securities and Exchange Commission. 2. Reclassifications Certain previously reported amounts have been reclassified to conform with the current financial statement presentation. 3. Real estate held for investment The following table summarizes real estate held for investment: <TABLE> <CAPTION> September 30, December 31, Dollars in thousands 1997 1996 - ----------------------------------------------------------------------------------- <S> <C> Land and land improvements $ 384,706 $ 353,092 Buildings and improvements 1,694,997 1,537,387 Furniture, fixtures and equipment 131,436 115,308 Construction in progress 5,924 1,825 -------------- --------------- Real estate held for investment $ 2,217,063 $ 2,007,612 ========== =========== </TABLE> Long-lived investments held and used are periodically evaluated for impairment and provisions for possible losses are made if required. During the third quarter of 1997, the Company recognized a provision for possible loss of $1.4 million relating to two apartment communities included in real estate held for investment. At September 30, 1997, the Company's real estate held for investment is carried at cost less valuation allowance, which is not in excess of fair market value. 4. Notes payable - secured Notes payable-secured, which encumber $899.2 million or 37% of the Company's real estate owned, at cost, ($1.5 billion or 63% of the Company's real estate owned, at cost, is unencumbered) consist of the following at September 30, 1997: <TABLE> <CAPTION> Principal Weighted Average Weighted Average No.Communities Dollars in thousands Balance Interest Rate Years to Maturity Encumbered - --------------------------------------------------------------------------------------------------------------------- <S> <C> Fixed-Rate Mortgage Notes $ 136,330 8.3% 3.4 22 Fixed-Rate Tax-Exempt Notes 127,822 7.0% 19.8 18 Fixed-Rate REMIC Financings 89,304 7.4% 3.2 25 Fixed-Rate Secured Notes (a) 45,000 7.3% 1.9 6 ---------------------------------------------------------------------------------- Total Fixed-Rate Notes 398,456 7.6% 8.6 71 Variable-Rate Secured Notes 11,968 6.3% 2.0 2 Variable-Rate Tax-Exempt Notes 2,200 5.4% 5.2 1 ---------------------------------------------------------------------------------- Total Variable-Rate Notes 14,168 6.2% 2.3 3 ---------------------------------------------------------------------------------- Total Notes Payable - secured $ 412,624 7.5% 8.3 74 =================================================================================== </TABLE> (a) Variable-rate secured notes payable which have been effectively swapped to a fixed-rate at September 30, 1997 consist of a $39 million variable-rate secured senior credit facility which encumbers six apartment communities and a $6 million variable-rate construction note payable. The interest rate swap agreements have an aggregate notional value of $45 million under which the Company pays a fixed-rate of interest and receives a variable- 6
rate on the notional amounts. The interest rate swap agreements effectively change the Company's interest rate exposure on $45 million from a variable-rate to a weighted average fixed-rate of approximately 7.3%. 5. Notes payable - unsecured A summary of notes payable - unsecured is as follows: <TABLE> <CAPTION> September 30, December 31, Dollars in thousands 1997 1996 ----------------- ---------------------- <S> <C> Commercial Banks Borrowings outstanding under revolving credit facilities and other bank debt $ 82,000 (a) $125,250 Insurance Companies--Senior Unsecured Notes 7.98% due March, 1998-2003 44,571 (b) 52,000 8.72% due November, 1997-1998 (c) 4,000 4,000 --------- --------- 48,571 56,000 Other (d) 6,950 6,040 Senior Unsecured Notes - Other 7.00% Note due January 15, 1997 (e) -- 55,985 7.25% Notes due April 1, 1999 75,000 75,000 8.50% Debentures due September 15, 2024 (f) 150,000 150,000 7.95% Medium-Term Notes due July 12, 2006 125,000 125,000 7.25% Notes due January 15, 2007 125,000 -- 7.07% Medium-Term Notes due November 15, 2006 25,000 25,000 7.02% Medium-Term Notes due November 15, 2005 50,000 50,000 -------- -------- 550,000 480,985 ------- ------- Total Notes Payable - Unsecured $687,521 $668,275 ======== ======== </TABLE> (a) The weighted average balance outstanding for the three months ended September 30, 1997 was $68.4 million and carried a weighted average daily interest rate of 6.1%. The weighted average balance outstanding for the nine months ended September 30, 1997 was $95.4 million and carried a weighted average daily interest rate of 6.1%. The weighted average interest rate at September 30, 1997 was 6.1%. (b) Payable in six equal annual principal installments of $7.4 million. (c) Payable in two equal annual principal installments of $2 million. (d) Includes $6.5 million and $5.6 million at September 30, 1997 and December 31, 1996, respectively, of deferred gains from the termination of interest rate hedge transactions. (e) Represents an unsecured note assumed in connection with the South West Property Trust Inc. statutory merger (the "South West Merger") on December 31, 1996. The note was repaid on January 3, 1997. (f) Debentures include an investor put feature which grants a one time option to redeem debentures in September 2004. 6. Accounting Pronouncements During the first quarter of 1997, the Financial Accounting Standards Board issued SFAS No. 128 "Earnings per Share" (SFAS No. 128) which is effective beginning in the fourth quarter of 1997. Early adoption is prohibited. Under the new statement, primary and fully dilutive earnings per share are replaced with basic and diluted earnings per share. The Company's basic earnings per share and diluted earnings per share for the three month and nine month periods ended September 30, 1997 and 1996 according to the new statements would not change from the reported amounts. In February 1997, the Financial Accounting Standards Board issued SFAS No. 129 "Disclosure Information about Capital Structure" (Statement 129) which is effective for fiscal years beginning after December 15, 1997. Statement 129 established standards for disclosing information about an entity's capital structure. The Company believes that its disclosures already comply with the requirements of Statement 129. 7
In June 1997, the Financial Accounting Standards Board issued SFAS No. 130 "Reporting Comprehensive Income" (Statement 130) and SFAS No. 131 "Disclosure about Segments of an Enterprise and Related Information" (Statement 131) which are effective for fiscal years beginning after December 15, 1997. The Company will adopt Statement 130 and Statement 131 with the fiscal year beginning January 1, 1998. Statement 130 and Statement 131 do not have a material impact on the financial results or financial condition of the Company, but will result in certain changes in required disclosures. Management is evaluating the additional disclosure requirements for the Company upon the implementation of Statement 130 and Statement 131. 8
PART I Item 2. Management's Discussion and Analysis of Financial Condition and Results of Operations Overview The Company considers portions of the information contained in this Item 2. to be forward-looking statements within the meaning of Section 27A of the Securities Act of 1933 and Section 21E of the Securities Exchange Act of 1934. Although the Company believes that the expectations reflected in such forward-looking statements are based upon reasonable assumptions, it can give no assurance that its expectations will be achieved. The Company is engaged in the ownership, acquisition, development and management of primarily middle income apartment communities across the Sunbelt. The Company's investment strategy focuses on acquiring apartment communities in 23 targeted major markets where it can add value. The Company seeks to be a market leader by operating a sufficiently sized portfolio of apartments within each market. The Company believes this market diversification increases investment opportunity and decreases the risk associated with cyclical local real estate markets and economies. The following table summarizes the Company's apartment market information by market: <TABLE> <CAPTION> Three Months Ended Nine Months Ended As of September 30, 1997 September 30, 1997 September 30, 1997 ------------------------------------ ---------------------- ------------------------ Average Average Number of Number of % of Monthly Monthly Apartment Apartment Apartment Economic Rental Economic Rental Market Communities Homes Homes Occupancy** Rates* Occupancy** Rates* - ---------------------------------------------------- ------------------------------------------------------ <S> <C> Dallas, TX 22 8,257 14% 94.1% $ 551 93.6% $ 544 Columbia, SC 12 3,534 6% 92.6% 502 91.3% 500 Richmond, VA 11 3,518 6% 93.7% 561 91.8% 552 Raleigh, NC 12 3,484 6% 95.1% 636 95.4% 630 Tampa, FL 12 3,209 5% 92.8% 579 93.4% 572 Orlando, FL 10 3,076 5% 95.9% 578 95.5% 571 Charlotte, NC 13 3,009 5% 87.9% 579 86.7% 573 Houston, TX 7 2,847 5% 94.3% 469 93.1% 466 Eastern NC 10 2,530 4% 95.5% 560 95.1% 554 Greensboro, NC 9 2,242 4% 84.0% 548 83.9% 545 Nashville, TN 8 2,116 3% 91.4% 589 91.5% 584 San Antonio, TX 5 1,983 3% 91.8% 619 92.3% 615 Atlanta, GA 7 1,822 3% 90.8% 591 89.5% 588 Baltimore, MD 8 1,746 3% 92.9% 655 92.4% 650 Greenville, SC 8 1,718 3% 88.1% 518 86.6% 515 Hampton Roads, VA 7 1,628 3% 93.9% 545 90.6% 540 Washington, DC 6 1,483 2% 87.8% 687 87.0% 682 Jacksonville, FL 3 1,157 2% 85.9% 598 86.2% 596 Ft. Lauderdale, FL 4 960 2% 93.3% 791 94.0% 786 Memphis, TN 4 935 2% 89.3% 519 90.0% 513 Fayetteville, NC 3 884 1% 90.6% 559 88.3% 556 Austin, TX 3 867 1% 88.1% 533 89.2% 532 Eastern Shore, MD 4 784 1% 98.5% 632 97.3% 624 Phoenix, AZ 3 728 1% 91.2% 645 90.8% 644 Little Rock, AK 2 512 1% 94.5% 573 93.5% 569 Other Florida 7 1,646 3% 91.3% 552 95.8% 547 Other Virginia 6 1,036 2% 92.1% 558 94.0% 550 Other Texas 3 824 1% 93.7% 506 88.6% 509 Other Georgia 2 468 1% 88.8% 638 82.7% 638 Other South Carolina 2 408 1% 91.2% 413 91.6% 409 Nevada 1 384 1% 88.0% 641 91.1% 635 Delaware 2 368 -- 96.0% 605 96.1% 600 Oklahoma 1 316 -- 92.6% 454 92.3% 452 Alabama 1 242 -- 85.6% 514 83.7% 511 New Mexico 1 210 -- 95.6% 550 85.9% 567 Other North Carolina 1 168 -- 95.9% 574 89.7% 573 --------------------------------------------------------------------------------------- Total 220 61,099 100% 92.2% $ 574 91.6% $570 ======================================================================================= </TABLE> 9
* Average monthly rental rates represent potential rent collections (gross potential rents less market adjustments), which approximate net effective rents. These figures exclude 1997 acquisitions. ** Economic occupancy is defined as rental income (gross potential rent less vacancy loss, management units, units held out of service, move-in concessions and credit loss) divided by potential collections (gross potential rent less management units, units held out of service and move-in concessions) for the period, expressed as a percentage. Liquidity and Capital Resources As a qualified real estate investment trust ("REIT"), the Company distributes a substantial portion of its cash flow to its shareholders in the form of quarterly distributions. The Company seeks to retain sufficient cash to cover normal operating needs, including routine replacements and to help fund additional acquisitions and development activity. For the nine months ended September 30, 1997, the Company's cash flow from operating activities exceeded cash distributions paid to preferred and common shareholders and operating partnership unitholders by approximately $36.9 million. The Company utilizes a variety of primarily external financing sources to fund portfolio growth, major capital improvement programs and balloon debt payments. The Company's bank lines of credit generally have been used to temporarily finance these expenditures and subsequently this short-term bank debt has been replaced with longer term debt or equity. Operating Activities For the nine months ended September 30, 1997, the Company's cash flow from operating activities increased approximately $38.5 million over the same period last year. This increase was primarily a result of the significant expansion of the Company's portfolio of apartment communities as discussed below and under "Results of Operations". The Company considers its cash provided by operating activities adequate to meet its operating requirements and payments of distributions to both common and preferred shareholders and unitholders in the Operating Partnership. Investing Activities During the nine months ended September 30, 1997, net cash used for investing activities was approximately $283.6 million compared to approximately $190.3 million for the same period last year. The level of investing activities primarily reflects the increased levels of the Company's acquisition, capital expenditure and development programs. During 1997, the Company significantly increased both its development activity and upgrade program which was implemented at its older communities. Acquisitions The Company expects to purchase between 8,000 and 11,000 apartment homes at an aggregate purchase price between $350 million and $450 million during 1997. The Company seeks to acquire apartment communities that can provide returns on investment in excess of the Company's cost of capital. These acquisitions typically are projected to provide first year weighted average returns on investment of approximately 9-9 1/2% with the prospect for future cash flow growth and appreciation. During the first nine months of 1997, the Company acquired 22 apartment communities containing 6,802 apartment homes at a total cost of approximately $266.8 million, including closing costs. Twenty of the apartment communities acquired were located in the Company's major markets. The apartment communities acquired were as follows: 10
<TABLE> <CAPTION> Purchase Purchase No. Apt. Year Price Cost Date Name/Location Homes Built (000's) per Home - ------------------------------------------------------------------------------------------------------------------ <S> <C> 02/19/97 Club at Hickory Hollow/Nashville, TN 406 1987 $17,371 $42,800 02/28/97 Stoney Pointe/Charlotte, NC (a) 400 1991 17,355 43,400 02/28/97 Crosswinds/Wilmington, NC 380 1990 19,326 50,900 02/28/97 Dominion Trinity Park/Raleigh, NC (a) 380 1994 22,155 58,300 03/25/97 Anderson Mill/Austin, TX 350 1984 14,305 40,900 03/27/97 Oak Ridge/Dallas, TX 486 1983 17,290 35,600 03/27/97 Breckenridge/Nashville, TN 190 1986 8,480 44,600 04/22/97 Northwinds II/Greensboro, NC (c) 100 1997 4,765 47,700 05/09/97 Green Oaks I/Houston, TX (d) 440 1985 15,260 34,700 05/09/97 Skyhawk/Houston, TX 224 1984 9,456 42,200 06/06/97 Cambridge Woods/Tampa, FL 274 1985 8,957 32,700 06/18/97 Kelly Crossing/Dallas, TX 304 1984 11,653 38,300 06/25/97 Green Oaks II/Houston, TX (d) 272 1985 9,680 35,600 07/01/97 Lotus Landing/Orlando, FL 260 1985 10,725 41,300 07/01/97 Lakeside/Daytona Beach, FL 210 1985 8,744 41,600 07/01/97 Mallards of Brandywine/Deland, FL 168 1985 6,117 36,400 07/01/97 Forest Creek/Largo, FL 104 1984 2,582 24,800 07/01/97 Orange Oaks/Tampa, FL 192 1986 7,832 40,800 09/26/97 Greenhouse Patio/Houston, TX (a) (b) 580 1985 18,814 32,400 09/26/97 Braesridge/Houston, TX (a) (b) 545 1982 14,010 25,700 09/26/97 Breakers/Houston, TX 272 1985 6,825 25,100 09/29/97 Waterside at Ironbridge/Richmond, VA (a) 265 1987 15,082 56,900 ------------------------------------------------ 1997 Total/Weighted Average 6,802 1986 $266,784 $ 39,200 ================================================== </TABLE> (a) In connection with the acquisition of five apartment communities, the Company assumed four mortgage notes payable and one tax-exempt note payable aggregating $48.4 million with a weighted average interest rate of approximately 8.3%. (b) In connection with the acquisition of two apartment communities, the Company issued approximately 572,000 units in the Operating Partnership with an aggregate value of $8.4 million. (c) Northwinds II is the second phase of an apartment community acquired by the Company in August 1996. (d) These two properties are operated as one apartment community named Green Oaks Apartments. Real estate under development Consistent with the Company's acquisition strategy, development activity is focused primarily in its major markets. Development capability allows the Company to continually upgrade its apartment portfolio. During the first nine months of 1997, the Company invested approximately $37.4 million in development projects at nine apartment communities, including two new apartment communities and seven additional phases to existing apartment communities. The Company expects to spend in excess of $50 million on development activity during 1997. At September 30, 1997, the Company had 916 apartment homes under development as outlined below (dollars in thousands, except cost per home): <TABLE> <CAPTION> Development Estimated Estimated No. Apt. Completed Costs Development Cost Expected Property Location Homes Apt. Homes to Date Cost Per Home Completion Date - ---------------------------------------------------------------------------------------------------------------------------------- <S> <C> New Apartment Communities Dominion Franklin Nashville, TN 360 -- $ 4,673 $23,236 $ 64,500 4Q98 Additional Phases England Run II Fredericksburg, VA 168 48 8,819 10,897 64,900 4Q97 Oak Forest II Dallas, TX 260 164 10,179 13,375 51,400 1Q98 Steeplechase II Greensboro, NC 176 20 7,470 11,784 67,000 4Q97 Greenway Park II Phoenix, AZ 20 16 858 1,282 64,100 4Q97 Mill Creek II Wilmington, NC 180 -- 1,629 12,108 67,300 3Q98 ---------------------------------------------------------------------------------------- 804 248 28,955 49,446 61,500 ------------------------------------------------------------------------- 1,164 248 $33,628 $ 72,682 $ 62,400 ========================================================================= </TABLE> 11
During 1997, the Company completed the following development projects (dollars in thousands, except cost per home): <TABLE> <CAPTION> Development Estimated No. Apt. Costs Development Cost Date of % Leased Property Location Homes to Date Cost Per Home Completion at 9/30/97 - --------------------------------------------------------------------------------------------------------------------------- <S> <C> New Apartment Communities Providence Court Charlotte, NC 420 $ 29,715 $ 30,324 $ 72,200 3Q97 68% Additional Phases Brantley Pines II Ft. Myers, FL 96 6,827 6,755 70,400 2Q97 100% Oak Park II Dallas, TX 80 4,358 4,581 57,300 1Q97 100% ------------------------------------------------------ 176 11,185 11,336 64,400 ------------------------------------------------------ 596 $ 40,900 $ 41,660 $ 69,900 ====================================================== </TABLE> During the third quarter, full lease-up at Brantley Pines was achieved. In late September, construction on the 420 home Providence Court community in Charlotte, North Carolina was completed. This community is currently in the lease-up process. These additions did not have a material impact on the Company's financial results for the three or nine months ended September 30, 1997. Capital Expenditures During the nine months ended September 30, 1997, the Company spent approximately $70.7 million on capital improvements to its apartment portfolio. The Company has a policy of capitalizing expenditures related to acquisitions, and the enhancement of the value or the substantial extenuation of the useful life of an existing asset. The Company acquires two types of apartment communities, both of which typically require capital expenditures: (i) near class A properties built since 1980 where the investment (purchase price plus planned improvements) represent a significant discount to replacement cost and (ii) well located, older properties that can be upgraded and repositioned for the longer term. In addition to the Company's capital expenditures on acquisitions, a significant portion of capital expenditures relate to an upgrade program that began in 1996 to modernize certain of the Company's older apartment communities. These upgrades primarily involve updating kitchens and bathrooms and are designed to enhance rent growth and add value to the apartment communities. In addition, several initiatives are underway that either allow the Company to increase rents by more than the inflationary rate or allow the Company to pass expenses along to residents, including: (i) submetering of water and sewer to residents where local and state regulations allow the cost to be passed to the resident, (ii) gating and fencing apartment communities, (iii) installing monitoring devices such as intrusion alarms or controlled access devices, (iv) enlarging fitness centers and (v) adding business centers. Capital expenditures during 1997 are expected to exceed 1996 levels as a result of the upgrade program and initiatives discussed above. Disposition of investments Securities available-for-sale During the first quarter of 1997, the Company sold its investment in the preferred stock of First Washington Realty Trust, Inc. obtained as partial consideration in the 1995 sale of four commercial properties. The Company received approximately $9.9 million in cash proceeds from the sale of the stock and recognized approximately a $2.1 million gain on the sale for financial reporting purposes. Real estate held for disposition The Company continually undertakes portfolio review analyses with the objective of identifying properties that do not meet the Company's long-term investment objectives due to size, location, age, quality and future investment potential. Generally, this will result in the disposition of many of the Company's older apartment communities. The Company may sell approximately 20% of its apartment portfolio although specific properties have not been identified as sales candidates. These sales will allow the Company to reduce the age of its existing portfolio which should result in lower operating expense and capital expenditure growth associated with the older properties. Management has determined that packaging properties in portfolios is more efficient and provides the greatest opportunities for disposition. The Company intends to sell approximately $50-$70 million of properties each quarter through fiscal year 1998. 12
Real estate held for disposition included in the Consolidated Balance Sheet in the aggregate amount of $131.6 million, net of accumulated depreciation and valuation allowance includes: (i) 15 apartment communities containing 4,725 apartment homes aggregating $119.0 million, (ii) two shopping centers aggregating $8.6 million, (iii) three other commercial properties aggregating $2.4 million and (iv) one parcel of land in the amount of $1.6 million. Real estate held for disposition contributed net rental income (rental income less rental expenses and depreciation expense) in the aggregate amount of approximately $4.0 million and $13.7 million for the three and nine months ended September 30, 1997, respectively. The Company expects to dispose of these properties within the next twelve months. During 1997, the Company transferred 19 apartment communities aggregating $135.5 million, net of accumulated depreciation and valuation allowance, from real estate held for investment to real estate held for disposition. Seven properties were subsequently sold, six in a portfolio transaction during the third quarter. In August 1997, the Company executed a contingent contract to sell six apartment communities in a portfolio transaction, all of which are encumbered by tax-exempt notes payable. In October 1997, the Company executed a letter of intent to sell five apartment communities in a portfolio transaction. There is no assurance that either of these portfolio transactions will be consummated. The Company does not anticipate any losses from the sales of any of these properties. During the second quarter of 1997, the Company sold three apartment communities containing 822 apartment homes and one shopping center for an aggregate sales price of $20.8 million and received net cash proceeds of approximately $17.1 million. For financial reporting purposes, the Company recognized an aggregate $1.3 million gain on the sales. One of these dispositions was structured to qualify as a like-kind exchange under Section 1031 of the Internal Revenue Code, so the related capital gain will be deferred for federal income tax purposes. On August 1, 1997, the Company sold a portfolio of six apartment communities containing 1,204 apartment homes which had a weighted average age of 26 years for an aggregate sales price of approximately $34.7 million. Cash proceeds of $34.1 million were held in escrow pending subsequent apartment acquisitions by the Company in order to complete like-kind exchange transactions. For financial reporting purposes, the Company recognized an approximate $9.3 million gain on the sale. Since the transaction was structured to qualify as a like-kind exchange under Section 1031 of the Internal Revenue Code, the related capital gains will be deferred for federal income tax purposes. In addition, the company sold an 80 home apartment community in September 1997 for $1.7 million in a like-kind exchange transaction. On October 23, 1997, the Company sold two apartment communities containing 464 apartment homes with a weighted average age of 24 years for an aggregate sales price of approximately $11.1 million and received net proceeds of approximately $10.9 million. For financial reporting purposes, no significant gain will be recognized on these sales. 13
Financing Activities Financial Structure The following table outlines the Company's financial structure at September 30, 1997: (dollars in thousands) <TABLE> <CAPTION> Balance at Weighted Average Capitalization September 30, 1997 Interest Rate Percentage ------------------- ------------------ -------------- <S> <C> Fixed Rate Secured Debt $ 398,456 7.6% 14.8% Fixed Rate Unsecured Debt 605,521 7.5% 22.5% ---------------- ------ 1,003,977 7.5% 37.3% Variable Rate Secured Debt 14,168 6.2% 0.5% Variable Rate Unsecured Debt 82,000 6.1% 3.1% ----------------- ------ 96,168 6.1% 3.6% ----------------- ------ Total Debt 1,100,145 7.4% 40.9% Preferred stock at market 269,400 8.9%* 10.0% Common stock at market ($15 per share) 1,322,424 49.1% ----------------- -------- Equity capitalization at market 1,591,824 59.1% ----------------- -------- Total market capitalization (debt & equity) $ 2,691,969 100.0% ================= ======== </TABLE> *Represents the weighted average dividend rate. Net cash provided by financing activities during the nine months ended September 30, 1997 was approximately $164.4 million compared to $122.6 million for the same period last year, reflecting the higher debt and equity financing activities that were needed to fund higher acquisitions, development and capital improvements during the first nine months of 1997. Cash provided by financing activities On January 28, 1997, the Company issued 4,000,000 shares of its common stock at $15.75 per share for an aggregate value of approximately $63 million. Net proceeds of approximately $59.7 million were used to repay an unsecured credit facility assumed in connection with the South West Merger. The Company also received approximately $26.7 million under its Dividend Reinvestment and Stock Purchase Plan (the "Plan") during the nine months ended September 30, 1997 which included approximately $19.3 million in optional cash investments and $7.4 million of reinvested dividends. The Company expects to generate approximately $40 million in proceeds from the Plan during 1997. In anticipation of the issuance of unsecured debt in early 1997, the Company entered into a $100 million (notional amount) Treasury rate lock agreement in November 1996. On January 27, 1997, the Company issued $125 million of 7.25% Notes due January 15, 2007 under its $462.5 million shelf registration statement. The Notes were priced to yield 7.31% which was 79 basis points over the 10 year Treasury rate at the time of issuance. The interest rate protection agreement was terminated simultaneously with the $125 million Note issuance and the Company received $1.5 million in cash. This had the economic effect of lowering the interest rate on the Notes to approximately 7.14%. Net proceeds of approximately $124 million were used to curtail bank debt and purchase apartment communities. On May 29, 1997, the Company sold 6,000,000 shares of 8.60% Series B Redeemable Preferred Stock at $25 per share. Net proceeds of approximately $145.3 million were primarily used to repay short-term bank debt. Cash used in financing activities During the first nine months of 1997, the Company paid $74.1 million in distributions to common and preferred shareholders and unitholders in the Operating Partnership. The Company repaid a $56.0 million unsecured note payable on January 3, 1997 which was assumed in connection with the South West Property Trust Inc. acquisition on December 31, 1996. In addition, the Company repaid a $7.4 million principal installment on an unsecured notes payable in March 1997. 14
Derivative Instruments The Company has, from time to time, used derivative instruments to synthetically alter on-balance sheet liabilities or to hedge anticipated financing transactions. Derivative contracts did not have a material impact on the results of operations during the three and nine months ended September 30, 1997 and 1996. On May 1, 1997, the Company terminated an interest rate swap agreement with a commercial lender with notional amounts from $79 million to $83 million which effectively changed the Company's interest exposure from a variable rate to a weighted average fixed rate of 6.45%. No gain or loss was recognized on this termination. Credit facilities On August 4, 1997, the Company closed on a new $200 million three year unsecured revolving credit facility, a $50 million one year unsecured line of credit and a $15 million uncommitted line of credit. Under the new facility, pricing is based upon the higher of the Company's senior unsecured debt ratings from S&P and Moody's which are currently BBB+ and Baa1, respectively. At these rating levels, contractual interest under the new revolving credit facility is LIBOR plus 42 1/2 basis points. The credit facility also includes a $100 million competitive bid option which allows the Company to solicit bids from participating banks at rates below the contractual rate. At September 30, 1997, the Company had the following credit facilities (dollars in thousands): <TABLE> <CAPTION> Three Months Ended September 30, 1997 Nine Months Ended September 30, 1997 -------------------------------------- ------------------------------------- Weighted Average Weighted Average Amount of Amount Weighted Average Amount Weighted Average Credit Facility Facility Outstanding Interest Rate Outstanding Interest Rate - ---------------------------------------------------------------------------------------------------------------------------------- <S> <C> Revolving credit-3 Yr. $ 200,000 $ 42,670 6.1% $14,223 6.1% Line of credit 50,000 -- -- -- -- Uncommitted line 15,000 2,457 6.2% 819 6.2% Revolving credit** N/A 23,284 6.1% 80,335 6.1% ------------------------------------------------------------------------------------------------------- $ 265,000 $ 68,411 6.1% $ 95,377 6.1% ====================================================================================================== </TABLE> ** Represents the Company's unsecured revolving credit facilities with four commercial banks which were terminated on August 4, 1997 upon the execution of the $200 million three year unsecured revolving credit facility. The Company's liquidity and capital resources are believed to be more than adequate to meet its cash requirements for the next several years. The Company expects to meet its short- and long-term capital requirements, such as balloon debt maturities, property acquisitions, development activity and significant capital improvements, primarily through the public and private sale of capital stock and the issuance of medium and long-term unsecured notes payable. The Company may also fund its capital requirements through (i) the assumption of mortgage indebtedness, (ii) sales of properties, (iii) common shares sold through the Company's Dividend Reinvestment and Stock Purchase Plan, (iv) retained operating cash flow and (v) the issuance of operating partnership units. The Company's senior debt is currently rated BBB+ by Standard & Poor's and Baa1 by Moody's. As a result of its investment grade debt ratings, the Company expects to use unsecured debt as its primary debt funding source. Depending upon the volume and timing of acquisition activity, the Company anticipates raising additional debt and equity capital during the next twelve months to finance capital requirements while striving to minimize the overall cost of capital. During the second quarter of 1997, the Company filed a shelf registration statement for approximately $675 million of debt and preferred and common equity securities. Funds from Operations Funds from operations ("FFO") is defined as income before gains (losses) on sales of investments, minority interest of unitholders in operating partnership and extraordinary items (computed in accordance with generally accepted accounting principles) plus real estate depreciation, less preferred dividends and after adjustment for significant non-recurring items, if any. The Company computes FFO in accordance with the recommendations set forth by the National Association of Real Estate Investment Trusts ("NAREIT"). The Company considers FFO in evaluating property acquisitions and its operating performance, and believes that FFO should be considered along with, but not as an alternative to, net income and cash flows as a measure of the Company's operating performance and liquidity. 15
FFO does not represent cash generated from operating activities in accordance with generally accepted accounting principles and is not necessarily indicative of cash available to fund cash needs. For the three months ended September 30, 1997, FFO increased 60.3% to $29.5 million, compared with $18.4 million for the same period last year. For the nine months ended September 30, 1997, FFO increased 67.6% to $87.3 million, compared with $52.1 million for the same period last year. The increase in FFO was principally due to the increased net rental income from the Company's 29,220 non-mature apartment homes in 92 apartment communities acquired and developed subsequent to January 1, 1996. <TABLE> <CAPTION> Three Months Ended Nine Months Ended September 30, September 30, (In thousands) (In thousands) ------------------------------------ --------------------------------- 1997 1996 % Change 1997 1996 % Change ------------------------------------ --------------------------------- <S> <C> Calculation of funds from operations: Income before gains on sales of investments and minority interest of unitholders in operating partnership $ 14,053 $ 8,504 65.3% $ 42,529 $ 25,394 67.5% Adjustments: Real estate depreciation 19,740 12,346 59.9% 55,029 33,711 63.2% Dividends to preferred shareholders (5,653) (2,428) 132.8% (11,692) (7,284) 60.5% Impairment loss on real estate owned 1,400 -- -- 1,400 290 -- ---------------------------------------- --------------------------------- Funds from operations $ 29,540 $ 18,422 60.3% $ 87,266 $ 52,111 67.6% ======================================== ===================================== Weighted average number of common and common equivalent shares outstanding 88,014 57,930 51.9% 86,747 57,026 52.1% </TABLE> Results of Operations The Company's net income is primarily generated from the operations of its apartment communities. For purposes of evaluating the Company's comparative operating performance, the Company categorizes its apartment communities into two categories (i) mature--those communities acquired, developed and stabilized prior to January 1, 1996 and held throughout both 1997 and 1996 and (ii) non-mature--those communities acquired, developed or sold subsequent January 1, 1996. For the three and nine months ended September 30, 1997, the Company reported increases over the same period last year in rental income, income before gains on sales of investments and minority interest of unitholders in operating partnership and net income. For the nine months ended September 30, 1997, net income available to common shareholders increased $23.1 million, with a corresponding increase of $.14 per share compared to the same period last year. For the three months ended September 30, 1997, net income available to common shareholders increased $10.3 million, with a corresponding increase of $.07 per share compared to the same period last year . The large per share increases over last year are primarily attributable to gains recognized on the sales of investments. Net income available to common shareholders for the three and nine months ended September 30, 1997 includes aggregate gains on the sales of investments of $9.3 million ($.11 per share) and $12.7 million ($.15 per share), respectively. In addition, since the beginning of 1996, the Company acquired and developed a total of 29,220 apartment homes in 92 apartment communities (including 14,320 completed apartment homes in 44 apartment communities acquired in the South West Merger) and sold 14 apartment communities containing 2,758 apartment homes, representing a net 76% expansion in the number of apartment homes owned during that period. These non-mature apartment homes provided a substantial portion of the aggregate reported increases. However, these increases were moderated in part due to the Company's financing activities during 1997. During the first nine months of 1997, the Company financed its acquisition and development programs primarily with common and preferred equity and the proceeds from property sales rather than debt which was used to finance much of the 1996 acquisition and development programs. 16
All Apartment Communities The operating performance for the Company's 220 apartment communities containing 61,099 completed apartment homes (and 2,758 apartment homes in 14 apartment communities sold since January 1, 1996) for the three and nine months ended September 30, 1997 and 166 apartment communities containing 41,204 apartment homes for the three and nine months ended September 30, 1996, respectively, is summarized as follows: <TABLE> <CAPTION> Three Months Ended Nine Months Ended September 30, September 30, (In thousands) (In thousands) ----------------------------------- --------------------------------- 1997 1996 % Change 1997 1996 % Change ----------------------------------- --------------------------------- <S> <C> Rental income $ 98,313 $ 62,002 58.6% $ 282,176 $ 170,700 65.3% Rental expenses (42,494) (26,993) 57.4% (120,629) (74,534) 61.8% Real estate depreciation (19,740) (12,346) 59.9% (55,029) (33,616) 63.7% ----------------------------------- --------------------------------- Net rental income (1) $ 36,079 $ 22,663 59.2% $ 106,518 $ 62,550 70.3% =================================== ================================= Weighted average number of apartment homes 60,204 38,697 55.6% 57,803 36,193 59.7% Economic occupancy (2) 92.2% 93.4% (1.2%) 91.6% 93.2% (1.6%) Average monthly rents $ 574 $ 554 3.6% $ 570 $ 549 3.8% </TABLE> (1) Net rental income for an apartment community is defined as total rental income, less rental expenses, less real estate depreciation. (2) Economic occupancy is defined as rental income (gross potential rent less vacancy loss, management units, units held out of service, move-in concessions and credit loss) divided by potential collections (gross potential rent less management units, units held out of service and move-in concessions) for the period, expressed as a percentage. Due to the acquisition and development of 29,220 apartment homes since January 1, 1996 (the Company also sold 14 apartment communities containing 2,758 apartment homes during this same period), the weighted average number of apartment homes increased 59.7% to 57,803 for the nine months ended September 30, 1997 and 55.6% to 60,204 for the three months ended September 30, 1997. As a result of the increase in the number of apartment homes acquired since January 1, 1996, the Company has experienced significant increases in rental income, rental expenses and real estate depreciation for the three and nine months ended September 30, 1997. Mature Apartment Communities The operating performance for the Company's 128 mature apartment communities containing 31,879 apartment homes for the three and nine months ended September 30, 1997 and 1996 is summarized as follows: <TABLE> <CAPTION> <S> <C> Three Months Ended Nine Months Ended September 30, September 30, (In thousands) (In thousands) 1997 1996 % Change 1997 1996 % Change -------------------------------------------- ----------------------------------- Rental income $ 52,910 $ 51,097 3.5% $155,929 $ 150,573 3.6% Rental expenses (22,642) (22,545) 0.4% (67,227) (65,860) 2.1% Real estate depreciation (11,047) (10,639) 3.8% (31,760) (31,016) 2.4% ------------------------------------------ ---------------------------------- Net rental income $ 19,221 $ 17,913 7.3% $ 56,942 $ 53,697 6.0% =========================================== =================================== Economic occupancy 93.1% 93.3% (0.3%) 92.4% 93.2% (0.8%) Average monthly rents $ 574 $ 554 3.7% $ 569 $ 547 3.9% </TABLE> For the nine months ended September 30, 1997, the Company's mature communities provided approximately 55% of the Company's apartment rental income and 53% of its net rental income. During the first nine months of 1997, the Company's mature apartment communities continued to generate good rent growth and double digit growth of other income. Compared to the same period last year, total rental income from these apartment homes grew 3.6%, or approximately $5.4 million, reflecting an increase in average monthly rents of 3.9% to $569 per month. In addition, other income, primarily fee income, increased approximately $1.1 million or 20.3%. The rental rate increase was offset by a 0.8% decline in economic occupancy to 92.4%, which resulted primarily from a decrease in physical occupancy of 0.7%. The economic occupancy declined due to the weakening of certain major southeastern markets 17
during the last half of 1996 including Columbia and Greenville, South Carolina, Washington DC, Jacksonville, Florida, Richmond and Hampton Roads, Virginia and Atlanta, Georgia. The Company attributes the market softness primarily to increased home buying, a slowdown in job growth and an oversupply of apartment homes in certain of the southeastern markets. Overall, economic occupancy bottomed out in January 1997 at 90.7% and has grown steadily during the remainder of the year to 93.0% for September 1997, an improvement of 2.3% during the year. The increase in occupancy has been accomplished without sacrificing rent growth which was enhanced by the Company's upgrade program. For the quarter ended September 30, 1997, total rental income from these apartment homes grew 3.5%, or approximately $1.8 million, reflecting an increase in average monthly rents of approximately $2.0 million or 3.7% to $574. Other income increased approximately $304,000 or 15.3%, over the same period last year while economic occupancy declined 0.3% to 93.1%. The Company expects to maintain rent growth in the 3.5% to 4% range and economic occupancy in the 93% range during the remainder of 1997. For the nine months ended September 30, 1997, rental expenses at these communities increased 2.1%, or $1.4 million, resulting in an improvement in the operating margin of 0.6% to 56.9%. The 2.1% increase in operating expenses is attributable to higher personnel costs, marketing and advertising costs and the Company's cost of self-management. Personnel costs increased 8.0% or approximately $1.1 million primarily due to the fact that the Company was understaffed at some of its properties during much of 1996. Marketing and advertising costs increased 43.4% or approximately $794,000 over the same period last year as a direct result of softening in certain major markets as discussed above. The cost of self-management increased 37.8% or approximately $1.4 million as the Company invested heavily in its personnel and technological infrastructure during 1997 in response to the significant growth the Company has experienced during the past year. These additions allow the Company to compete more effectively in the real estate industry. However, these rental expense increases were offset by decreases in repairs and maintenance expense and utility expense. Repairs and maintenance expense decreased 11.5% or approximately $1.4 million primarily as a result of less exterior painting, extraordinary repairs and mechanical repairs. In addition, the Company has taken advantage of economies of scale due to its increased size and centralized purchasing during the 1997 period. Utility expense decreased primarily as a result of submetering water and sewer to residents where local and state regulations allow the cost to be passed to the resident. For the quarter ended September 30, 1997, rental expenses increased only $47,000 or 0.2% over the same period last year for the same reasons discussed above. The Company's objective is to maintain rental expense growth below the 2% range during the remainder of 1997. For the three and nine months ended September 30, 1997, depreciation expense increased partly as a result of the upgrade and improvement process in place at the Company's mature apartment communities discussed under "Capital Expenditures" in Liquidity and Capital Resources. Non-Mature Communities The operating performance for the three and nine months ended September 30, 1997 for the Company's 92 non-mature apartment communities which include: (i) 7,590 apartment homes acquired during 1996, net of one resold, and a 253 home community acquired in 1995 and not stabilized due to significant rehabilitation, (ii) 13,671 apartment homes acquired on December 31, 1996 in connection with the South West Merger, net of one resold, (iii) 6,802 apartment homes acquired since January 1, 1997, (iv) 2,758 apartment homes sold since January 1, 1996 and (v) the 739 apartment homes developed since January 1, 1996 is summarized as follows (dollars in thousands): Three Months Ended September 30, 1997 and 1996: <TABLE> <CAPTION> 1997 Acquisitions and Former 1997 and 1996 1996 Acquisitions South West Development & Sales Total Non-Mature ----------------------- ------------ ------------------- -------------------- 1997 1996 1997 1996 1997 1996 1997 1996 ----------------------- ------------ ------------------- -------------------- <S> <C> Rental income $ 12,839 $ 7,941 $ 21,934 $ -- $ 10,630 $ 2,964 $ 45,403 $ 10,905 Rental expenses (5,392) (2,944) (9,726) -- (4,734) (1,504) (19,852) (4,448) Real estate depreciation (3,415) (1,584) (3,518) -- (1,760) (123) (8,693) (1,707) ------------------------- ------------- -------------------- -------------------- Net rental income $ 4,032 $ 3,413 $ 8,690 $ -- $ 4,136 $ 1,337 $ 16,858 $ 4,750 ========================= ============== ==================== ==================== </TABLE> 18
Nine Months Ended September 30, 1997 and 1996: <TABLE> <CAPTION> 1997 Acquisitions Former 1997 and 1996 1996 Acquisitions South West Development & Sales Total Non-Mature ----------------------- ------------ ------------------- ----------------- 1997 1996 1997 1996 1997 1996 1997 1996 ----------------------- ------------ ------------------- ----------------- <S> <C> Rental income $ 37,906 $ 11,219 $ 64,828 $-- $ 23,513 $ 8,907 $ 126,247 $ 20,126 Rental expenses (15,479) (4,211) (27,699) -- (10,224) (4,461) (53,402) (8,672) Real estate depreciation (8,947) (2,257) (10,960) -- (3,362) (344) (23,269) (2,601) ------------------------ -------------- -------------------- ------------------ Net rental income $ 13,480 $ 4,751 $ 26,169 $-- $ 9,927 $ 4,102 $ 49,576 $ 8,853 ========================= ============= ==================== ================== </TABLE> For the nine months ended September 30, 1997, the Company's non-mature apartment communities provided approximately 45% of the Company's apartment rental income and 47% of its net rental income. Rental income, rental expenses and real estate depreciation increased from 1996 to 1997 directly as a result of the increase in the weighted average number of apartment homes owned during 1997. For the nine months ended September 30, 1997, average economic occupancy was 90.7% and the operating margin was 57.7% for the non-mature apartment communities. For the quarter ended September 30, 1997, average economic occupancy was 91.2% and the operating margin was 56.3%. 1996 Acquisitions (excluding the South West Merger) The 29 apartment communities containing 7,590 apartment homes that were acquired during 1996, net of one apartment community containing 122 apartment homes resold and a 253 home community acquired in 1995 and not stabilized due to significant rehabilitation provided a significant increase in rental income, rental expenses and depreciation expense for the Company's apartment portfolio for the three and nine months ended September 30, 1997. For the first nine months of 1997, these apartment communities had economic occupancy of 89.3% and an operating margin of 59.2%. For the quarter ended September 30, 1997, these apartment communities had economic occupancy of 90.3% and an operating margin of 58.0%. The first year return on investment for these communities was projected at 9.5%, however, the actual return on investment for the nine months ended September 30, 1997, on an average investment of approximately $324 million, was approximately 9.0% (excluding one community under renovation). This was primarily due to the under-performance of nine apartment communities that were acquired in August 1996 as part of a portfolio transaction which had a concentration of communities in the Greensboro/Winston-Salem, North Carolina market. Occupancy levels in this region peaked in August 1996 when the Company acquired these properties and has subsequently fallen during the first nine months of 1997 reflecting an oversupply of apartment product in this market. The Company believes this market is a good long-term market. South West Property Trust Inc. (SWP) The acquisition of the 43 apartment communities containing 13,791 apartment homes included in the SWP Merger on December 31, 1996, net of one apartment community containing 544 apartment homes resold, provided the largest increases in rental income, rental expenses and depreciation expense for the Company's entire apartment portfolio for the three and nine months ended September 30, 1997. The first year return on investment for the SWP Portfolio was projected to be 9.5% which approximates the 9.4% return on investment posted during the first nine months of 1997. For the nine months ended September 30, 1997, these apartment communities had economic occupancy of 92.5% and an operating margin of 57.3%. For the quarter ended September 30, 1997, these apartment communities had economic occupancy of 93.3% and an operating margin of 55.7%. 1997 Acquisitions, Development and Sales Included in this category are the following: (i) the 22 apartment communities containing 6,802 apartment homes and the second phase of an existing apartment community containing 100 apartment homes acquired by the Company during the first nine months of 1997 which are projected to have a first year return on investment of approximately 9.6%, (ii) the 739 apartment homes developed since January 1, 1996 and (iii) the 14 apartment communities containing 2,758 apartment homes sold since January 1, 1996. Excluding the third quarter acquisitions, the third quarter return on investment for the 1997 acquisitions on an average investment of $220.8 million was 9.1%. These communities provided approximately 8.3% and 9.3% of the Company's rental income and net rental income, respectively, for the nine months ended September 30, 1997. For the quarter ended September 30, 1997, these properties provided 10.8% and 11.5% of the Company's rental income and net rental income, respectively. 19
Commercial Properties Rental income and rental expenses from commercial properties decreased $365,000 and $124,000, respectively during the three months ended September 30, 1997, compared to the same period last year. For the nine month period, rental income, rental expenses and depreciation expense decreased $1.8 million, $647,000 and $94,000 compared to the same period last year. These decreases were directly attributable to the sale of five shopping centers and one industrial park since the beginning of 1996. Interest Expense Interest expense increased $5.8 million and $22.9 million for the three and nine months ended September 30, 1997 over the same periods last year. The weighted average amount of debt employed during the first nine months of 1997 was higher than it was in 1996 ($1.1 billion in 1997 versus $619.1 million in 1996). The weighted average interest rate on this debt was slightly lower than it was during the same period last year, decreasing from 7.6% in 1996 to 7.5% in 1997. For the quarter ended September 30, 1997, the weighted average debt outstanding was higher than the same period last year ($1.1 billion in 1997 versus $763.9 million in 1996). The weighted average interest rate on this debt was slightly lower than it was during the same period last year, decreasing from 7.6% in 1996 to 7.4% in 1997. For the three and nine months ended September 30, 1997, total interest capitalized was $851,000 and $2.1 million, respectively. General and Administrative During the three and nine months ended September 30, 1997, general and administrative expenses increased by $359,000 and $1.1 million over the same periods last year. In 1997, the Company incurred increases in most of its general and administrative expense categories which are directly attributable to the increased size of the Company. The largest increases occurred in payroll and payroll related expenses and investor relations expense. General and administrative expense as a percentage of rental revenues decreased .4% from 2.0% during the third quarter of 1996 period to 1.6% during the third quarter of 1997 primarily due to economies of scale. During the third quarter of 1997, general and administrative expenses grew approximately 28% while rental income grew by approximately 57% over the same period last year. For the nine month period ended September 30, 1997, general and administrative expense as a percentage of rental revenues decreased .5% from 2.4% to 1.9%. During this same period, general and administrative expenses grew by approximately 26% while rental income grew by 63%. Gains on Sales of Investments During the nine months ended September 30, 1997, the Company recognized gains on the sales of investments aggregating $12.7 million as a result of the following transactions: (i) the first quarter sale of the Company's investment in the preferred stock of First Washington Realty Trust, Inc. obtained as partial consideration in the 1995 sale of four commercial properties on which the Company recognized a gain for financial reporting purposes of $2.1 million and (ii) the second and third quarter sales of ten apartment communities containing 2,106 apartment homes and one shopping center for an aggregate sales price of $57.5 million on which the Company recognized aggregate gains for financial reporting purposes of $10.6 million. Dividends to Preferred Shareholders Dividends to preferred shareholders totaled $5.7 million and $11.7 million for the three and nine month periods ended September 30, 1997 compared to $2.4 million and $7.3 million for the same periods last year. The increase in dividends to preferred shareholders is a result of the issuance of six million shares of Series B 8.60% Cumulative Redeemable Preferred Stock on May 29, 1997. Inflation The Company believes that the direct effects of inflation on the Company's operations have been inconsequential. 20
PART II Item 1. LEGAL PROCEEDINGS Neither the Company nor any of its apartment communities is presently subject to any material litigation nor, to the Company=s knowledge, is any litigation threatened against the Company or any of the communities, other than routine actions arising in the ordinary course of business, some of which are expected to be covered by liability insurance and all of which collectively are not expected to have a material adverse effect on the business or financial condition or results of operations of the Company. Item 2. CHANGES IN SECURITIES None Item 3. DEFAULT UPON SENIOR SECURITIES None Item 4. SUBMISSION OF MATTERS TO A VOTE OF SECURITY HOLDERS None Item 5. OTHER INFORMATION None Item 6. EXHIBITS AND REPORTS ON FORM 8-K (a) The exhibits listed on the accompanying index to exhibits are filed as part of this quarterly report. (b) A Form 8-K dated July 1, 1997 was filed with the Securities and Exchange Commission on July 15, 1997. The filing reported the acquisition by the Company of properties which were in the aggregate were "significant". The Form 8-K was subsequently amended by Form 8-K/A No. 1 which was filed with the Securities and Exchange Commission on September 15, 1997. This Form 8-K/A included the statements of rental operations of twelve properties which included Lakeside Apartments, Mallards of Brandywine Apartments, Orange Oaks Apartments, Forest Creek Apartments, Lotus Landing Apartments, Stoneybrooke Apartments, Trinity Place Apartments, Tradewinds Apartments, Anderson Mill Oaks Apartments, Post Oak Ridge Apartments, Pineloch Apartments and Seahawk Apartments. A Form 8-K dated October 21, 1997, was filed with the Securities and Exchange Commission on November 5, 1997. The filing reported the acquisition by the Company of properties, of which, the aggregate number of properties acquired exceeded the majority of properties which were audited. 21
EXHIBIT INDEX Item 6 (a) The exhibits listed below are filed as part of this quarter ly report. References under the caption "Location" to exhibits, forms, or other filings indicate that the form or other filing has been filed, that the inde xed exhibit and the exhibit referred to are the same and that the exhibit referr ed to is incorporated by reference. <TABLE> <CAPTION> <S> <C> Exhibit Description Location - ---------- --------------------------------- ------------------------------- 2(b) Definitive Agreement and Plan of Exhibit 2(b) to the Company's Form S-4 Registration Merger dated as of October 1, 1996, Statement (Registration No. 333-13745) filed with the between the Company, United Sub, Commission on October 9, 1996. Inc. and South West Property Trust Inc. 3(a) Restated Articles of Incorporation Filed herewith. 3(b) Restated By-Laws Exhibit 3(b) to the Company's Quarterly Report on Form 10-Q for the quarter ended March 31, 1997. 4(i)(a) Specimen Common Stock Exhibit 4(i) to the Company's Annual Report Certificate on Form 10-K for the year ended December 31, 1993. 4(i)(b) Form of Certificate for Shares Exhibit 1(e) to the Company's Form 8-A of 9 1/4% Series A Cumulative Registration Statement dated April 24, 1995. Redeemable Preferred Stock 4(i)(c) Form of Certificate for Shares Exhibit 1(e) to the Company's Form 8-A of 8.60% Series B Cumulative Registration Statement dated June 11, 1997. Redeemable Preferred Stock 4(ii)(a) Loan Agreement dated as of Exhibit 6(c)(i) to the Company's Form 8-A November 7, 1991, between the Registration Statement dated April 19, 1990. Company and Aid Association for Lutherans 4(ii)(e) Note Purchase Agreement dated Exhibit 6(c)(5) to the Company's Form 8-A as of February 15, 1993, between Registration Statement dated April 19, 1990. the Company and CIGNA Property and Casualty Insurance Company, Connecticut General Life Insurance Company, Connecticut General Life 22
Insurance Company, on behalf of one or more separate accounts, Insurance Company of North America, Principal Mutual Life Insurance Company and Aid Association for Lutherans 4(ii)(f) Credit Agreement dated as of Exhibit 6 (c)(6) to the Company's December 15, 1994 between the Form 8-A Registration Statement Company and First Union National Bank dated April 19, 1990. of Virginia 4(ii)(g) Three Year Credit Agreement dated Filed herewith. As of August 4, 1997, between the Company, United Dominion Realty, L.P., And other subsidiaries and affiliates Of the Company, the Lenders named Therein and NationsBank, N.A., as Administrative Agent 4(ii)(h) 364 day Credit Agreement dated Filed herewith. as of August 4, 1997, between the Company, United Dominion Realty, L.P., And other subsidiaries and affiliates Of the Company, the Lenders named Therein and NationsBank, N.A., as Administrative Agent 10(i) Employment Agreement between Exhibit 10(v)(i) to the Company's Annual Report on the Company and John P. McCann Form 10-K for the year ended December 31, 1982. dated October 29, 1982 10(ii) Employment Agreement between Exhibit 10(v)(ii) to the Company's Annual Report on the Company and James Dolphin Form 10-K for the year ended December 31, 1982. dated October 29, 1982. 10(iii) Employment Agreement between Exhibit 10(iii) to the Company's Annual The Company and Barry M. Kornblau Report on Form 10-K for the year ended dated February 1, 1991. December 31, 1990. 10(iv) Employment Agreement between Exhibit 10(iv) to the Company's Annual. the Company and John S. Schneider Report on Form 10-K for the year ended dated December 14, 1996. December 31, 1996. 10(v) Employment Agreement between Exhibit 10(v) to the Company's Annual. the Company and Robert F. Sherman Report on Form 10-K for the year ended dated December 19, 1996. December 31, 1996. 23
10(vi) Employment Agreement between Exhibit 10(vi) to the Company's Annual the Company and David L. Johnston Report on Form 10-K for the year ended dated December 19, 1996. December 31, 1996. 10(vii) 1985 Stock Option Plan, Exhibit 10(vii) to the Company's Quarterly as amended. Report on Form 10-Q for the quarter ended March 31, 1997. 10(viii) 1991 Stock Purchase and Loan Plan, Exhibit 10(vii) to the Company's Quarterly as amended. Report on Form 10-Q for the quarter ended March 31, 1997. 10(ix) Amended and Restated Agreement Filed herewith. of Limited Partnership of United Dominion Realty, L.P. Dated as of August 30, 1997. 12 Computation of Ratio of Earnings Filed herewith. to Fixed Charges 27 Financial Data Schedule Filed electronically with the Securities and Exchange Commission. 24
SIGNATURES Pursuant to the requirements of Section 13 or 15 (d) of the Securities Exchange Act of 1934, the registrant has duly caused this Quarterly Report to be signed on its behalf by the undersigned, thereunto duly authorized. United Dominion Realty Trust, Inc. (registrant) Date: November 14, 1997 /s/ James Dolphin - ----------------------- ----------------- James Dolphin Executive Vice President and Chief Financial Officer Date: November 14, 1997 /s/ Jerry A. Davis - ----------------------- ------------------ Jerry A. Davis Vice-President , Corporate Controller and Principal Accounting Officer 25 </TABLE>