UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
FORM 8-K
CURRENT REPORT
Pursuant to Section 13 or 15(d) of the
Securities Exchange Act of 1934
Date of report (Date of
earliest event reported): September 29, 2004
UNITED DOMINION REALTY TRUST, INC.
Maryland
1-10524
54-0857512
(State or other jurisdiction of
(Commission File Number)
(I.R.S. Employer
incorporation)
Identification No.)
| 1745 Shea Center Drive, Suite 200, Highlands Ranch, Colorado | 80129 | |
| (Address of principal executive offices) | (Zip Code) |
Registrant’s telephone number, including area code: (720) 283-6120
Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions:
o Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)
o Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)
o Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))
o Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))
ITEM 1.01. Entry into a Material Definitive Agreement.
On September 29, 2004, United Dominion Realty, L.P., a Delaware limited partnership (“UDR L.P.”) and a subsidiary of United Dominion Realty Trust, Inc., a Maryland corporation (the “Company”), entered into a First Amendment to Agreement of Purchase and Sale (the “First Amendment”), with Essex The Crest, L.P., a California limited partnership, Essex El Encanto Apartments, L.P., a California limited partnership, Essex Hunt Club Apartments, L.P., a California limited partnership, Essex Rosebeach Apartments, L.P., a California limited partnership, Essex Andover Park Apartments, L.P., a California limited partnership, Essex Rivermark Apartments, L.P., a California limited partnership, Essex Arboretum Apartments, L.P., a California limited partnership, Essex Ocean Villa Apartments, L.P., a California limited partnership, Essex Carlsbad Apartments, L.P., a California limited partnership, Essex San Dimas Bonita Apartments, L.P., a California limited partnership, Essex San Dimas Canyon Apartments, L.P., a California limited partnership, Essex Huntington Beach Apartments, L.P., a California limited partnership, Essex Villa Venetia Apartments, L.P., a California limited partnership, Newport Beach North LLC, a Delaware limited liability company, Newport Beach South LLC, a Delaware limited liability company, and Essex Woodland Apartments, L.P., a California limited partnership (each such entity being known individually as “Seller” and collectively as “Sellers”). The First Amendment amends the Agreement of Purchase and Sale dated as of August 13, 2004 (the “Agreement”), by and between UDR L.P. and the Sellers.
Under the terms of the First Amendment, the parties agreed that the closing of the following properties would occur on September 30, 2004: Andover Park, The Crest at Phillips Ranch, Foxborough (Woodlands), Hunt Club, Huntington Villas, Rosebeach and Vista Del Rey (El Encanto). In the First Amendment, the parties also acknowledged that UDR L.P. has elected not to acquire the Kelvin Property pursuant to the Agreement and that Essex Kelvin Apartments, L.P. is no longer a “Seller” under the Agreement..
A copy of the Agreement is attached as Exhibit 2.1 to the Company’s Current Report dated September 28, 2004, filed with the Securities and Exchange Commission on September 29, 2004, and is incorporated herein by reference.
A copy of the First Amendment is attached to this report as Exhibit 2.2 and is incorporated herein by reference.
ITEM 2.01. Completion of Acquisition or Disposition of Assets.
On September 30, 2004, the Company, through its subsidiary, UDR L.P.,
completed the acquisition of the following garden-style apartment communities
for an aggregate purchase price of $263,950,000, pursuant to the Agreement
and First Amendment referenced in Item 1.01 of this report:
Location of
Number
Purchase
Seller
Property Name
Property
of Homes
Price
Andover Park
Beaverton, OR
240
$
18,250,000
The Crest at
Phillips Ranch
Pomona, CA
501
$
90,100,000
Foxborough
(Woodlands)
Orange, CA
90
$
17,500,000
Hunt Club
Lake Oswego, OR
256
$
19,100,000
Huntington Villas
Huntington Beach, CA
400
$
78,000,000
Rosebeach
La Mirada, CA
174
$
24,500,000
Vista Del Rey
(El Encanto)
Tustin, CA
116
$
16,500,000
Total:
1,777
$
263,950,000
To finance the acquisition of these properties, the Company borrowed approximately $202.2 million under its $500 million revolving credit facility with financial institutions including Wachovia Bank, National Association, Wachovia Securities, Inc., J.P. Morgan Securities, Inc., JPMorgan Chase Bank, Bank One, NA, Wells Fargo Bank, National Association, KeyBank National Association, SunTrust Bank, Citicorp North America, Inc. and SouthTrust Bank. The Company also assumed existing mortgage debt of approximately $61.8 million to fund the balance of the purchase price. The Company's $500 million revolving credit facility is filed as Exhibit 99.1 to the Company's Current Report on Form 8-K dated March 14, 2003, filed with the Securities and Exchange Commission on April 3, 2003 (Commission File No. 1-10524), and is incorporated herein by reference.
Under the terms of the Agreement, it is anticipated that the Company, through its subsidiary, UDR L.P., will acquire seven additional apartment communities for an aggregate purchase price of $323,050,000 on or about October 27, 2004 and the remaining two properties in the second and third quarters of 2005 for an aggregate purchase price of $169,000,000.
A copy of the Agreement is attached as Exhibit 2.1 to the Company’s Current Report dated September 28, 2004, filed with the Securities and Exchange Commission on September 29, 2004, and is incorporated herein by reference.
A copy of the First Amendment is attached to this report as Exhibit 2.2 and is incorporated herein by reference.
On September 29, 2004, the Company filed its Current Report on Form 8-K dated September 28, 2004, that included certain financial information indicated under Rule 3-14 and Article 11 of Regulation S-X for ten of the sixteen properties to be acquired pursuant to the Agreement and certain other properties. This financial information is set forth in Item 9.01 of this report and is incorporated herein by reference.
ITEM 9.01. Financial Statements and Exhibits.
(a) Financial Statements of Real Estate Operations Acquired.
Arborview, Calvert’s Walk and Liriope:
Report of Independent Registered Public Accounting Firm
Combined Statement of Revenue and Certain Expenses
for the year ended December 31, 2003
The Preserve at Brentwood:
Report of Independent Registered Public Accounting Firm
Statements of Revenue and Certain Expenses for the year ended
December 31, 2003 (audited) and for the three-month period
ended March 31, 2004 (unaudited)
The Essex Properties:
Report of Independent Registered Public Accounting Firm
Combined Statements of Revenue and Certain Expenses for the year
ended December 31, 2003 (audited) and for the six-month period
ended June 30, 2004 (unaudited)
(b) Pro Forma Financial Information.
Pro Forma Condensed Consolidated Balance Sheet as of June 30, 2004 (unaudited)
Pro Forma Condensed Consolidated Statements of Operations for the six-month period
ended June 30, 2004 (unaudited) and for the year ended December 31, 2003 (unaudited)
1
(c) Exhibits.
Exhibit
Number
Description
Agreement of Purchase and Sale dated as of August 13, 2004, by and between United Dominion Realty, L.P.,
a Delaware limited partnership, as Buyer, and Essex The Crest, L.P., a California limited partnership, Essex El Encanto Apartments, L.P., a
California limited partnership, Essex Hunt Club Apartments, L.P., a
California limited partnership, and the other signatories named as
Sellers therein.
(1)
First Amendment to Agreement of
Purchase and Sale dated as of September 29, 2004, by and
between United Dominion Realty, L.P.,
a Delaware limited partnership, as Buyer, and Essex The Crest, L.P., a California limited partnership, Essex El Encanto Apartments, L.P., a
California limited partnership, Essex Hunt Club Apartments, L.P., a
California limited partnership, and the other signatories named as Sellers therein.
Consent of Ernst & Young LLP
| (1) | Incorporated by reference to Exhibit 2.1 of the Company’s Current Report on Form 8-K dated September 28, 2004 and filed with the Securities and Exchange Commission on September 29, 2004 (Commission File No. 1-10524). |
2
SIGNATURES
Pursuant to the requirements of the Securities Exchange Act of 1934, the
registrant has duly caused this report to be signed on its behalf by the
undersigned hereunto duly authorized.
Date: October 5, 2004
3
UNITED DOMINION REALTY TRUST, INC.
By:
/s/ CHRISTOPHER D. GENRY
Christopher D. Genry
Executive Vice President and Chief Financial Officer
Table of Contents
Report of Independent Registered Public Accounting Firm
The Board of Directors
We have audited the accompanying combined statement of revenue and certain
expenses of Arborview, Calvert’s Walk and Liriope (the Communities) for the
year ended December 31, 2003. This combined statement is the responsibility of
the management of the Communities. Our responsibility is to express an opinion
on this combined statement based on our audit.
We conducted our audit in accordance with the standards of the Public Company
Accounting Oversight Board (United States). Those standards require that we
plan and perform the audit to obtain reasonable assurance about whether the
combined statement is free of material misstatement. An audit includes
examining, on a test basis, evidence supporting the amounts and disclosures in
the combined statement. An audit also includes assessing the accounting
principles used and significant estimates made by management, as well as
evaluating the overall combined statement presentation. We believe that our
audit provides a reasonable basis for our opinion.
The accompanying combined 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 1, and is not intended to be a complete presentation
of the Communities’ revenue and expenses.
In our opinion, the combined statement referred to above presents fairly, in
all material respects, the revenue and certain expenses of Arborview, Calvert’s
Walk and Liriope for the year ended December 31, 2003, in conformity with U.S.
generally accepted accounting principles.
Richmond, Virginia
4
United Dominion Realty Trust, Inc.
/s/ Ernst & Young LLP
March 26, 2004
Table of Contents
ARBORVIEW, CALVERT’S WALK AND LIRIOPE
Combined Statement of Revenue and Certain Expenses
Year ended December 31, 2003
|
Rental and other property income
|
$ | 6,766,553 | ||
|
Rental expenses:
|
||||
|
Personnel
|
600,961 | |||
|
Utilities
|
129,870 | |||
|
Repairs and maintenance
|
496,423 | |||
|
Administrative and marketing
|
249,259 | |||
|
Real estate taxes and insurance
|
648,649 | |||
|
|
|
|||
|
Total rental expenses
|
2,125,162 | |||
|
|
|
|||
|
Revenue in excess of certain expenses
|
$ | 4,641,391 | ||
|
|
|
See accompanying notes.
5
ARBORVIEW, CALVERT’S WALK AND LIRIOPE
Notes to Combined Statement of Revenue and Certain Expenses
1. Basis of Presentation
On December 3, 2003, a subsidiary of United Dominion Realty Trust, Inc. entered into an agreement to purchase Arborview, Calvert’s Walk and Liriope (the Communities) from Berkshire Realty Holdings, L.P.
The combined statement of revenue and certain expenses relate to the operations of the Communities and was prepared for the purpose of complying with the rules and regulations of the Securities and Exchange Commission, including Rule 3-14 of Regulation S-X. Accordingly, the accompanying combined statement of revenue and certain expenses has been prepared using the accrual method of accounting, and certain expenses such as depreciation, amortization, income taxes, mortgage interest expense and entity expenses are not reflected in the combined statement of revenue and certain expenses, as required by Rule 3-14 of Regulation S-X of the Securities and Exchange Commission. Consequently, the combined statement of revenue and certain expenses for the period presented is not representative of the actual operations for the period presented, as certain revenues and expenses which may not be in the proposed future operations of the Communities have been excluded in accordance with Rule 3-14 of Regulation S-X.
The Communities consist of the following properties:
Number of
Property Name
Units
Location
288
Belcamp, MD
276
Belair, MD
84
Belcamp, MD
2. Summary of Significant Accounting Policies
Revenue Recognition
The apartment homes are leased under operating leases with terms of generally one year or less. Rental income is recognized as it is earned, which is not materially different than on a straight-line basis.
6
2. Summary of Significant Accounting Policies (continued)
Repairs and Maintenance
Repairs and maintenance costs are expensed as incurred, while significant improvements, renovations and replacements are capitalized.
Estimates
The preparation of the combined statement in conformity with U.S. generally accepted accounting principles requires management to make estimates and assumptions that affect the reported amounts of revenues and expenses during the reporting period. Actual results could differ from those estimates.
7
Report of Independent Registered Public Accounting Firm
The Board of Directors
We have audited the accompanying statement of revenue and certain expenses of
The Preserve at Brentwood (the Community) for the year ended December 31, 2003.
This statement is the responsibility of the management of the Community. Our
responsibility is to express an opinion on this statement based on our audit.
We conducted our audit in accordance with the standards of the Public Company
Accounting Oversight Board (United States). Those standards require that we
plan and perform the audit to obtain reasonable assurance about whether the
statement is free of material misstatement. An audit includes examining, on a
test basis, evidence supporting the amounts and disclosures in the statement.
An audit also includes assessing the accounting principles used and significant
estimates made by management, as well as evaluating the overall statement
presentation. We believe that our audit provides a reasonable basis for our
opinion.
The accompanying 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 1, and is not intended to be a complete presentation of the
Community’s revenue and expenses.
In our opinion, the statement referred to above presents fairly, in all
material respects, the revenue and certain expenses of The Preserve at
Brentwood for the year ended December 31, 2003, in conformity with U.S.
generally accepted accounting principles.
Richmond, Virginia
8
United Dominion Realty Trust, Inc.
/s/ Ernst & Young LLP
May 26, 2004
Table of Contents
THE PRESERVE AT BRENTWOOD
Statements of Revenue and Certain Expenses
| Three-month | ||||||||
| period ended | ||||||||
| Year ended | March 31, | |||||||
| December 31, | 2004 | |||||||
|
2003
|
(unaudited)
|
|||||||
|
Rental and other property income
|
$ | 3,231,009 | $ | 828,719 | ||||
|
Rental expenses:
|
||||||||
|
Personnel
|
343,474 | 94,302 | ||||||
|
Utilities
|
130,898 | 23,653 | ||||||
|
Repairs and maintenance
|
257,802 | 47,179 | ||||||
|
Management fees
|
127,661 | 33,028 | ||||||
|
Administrative and marketing
|
169,062 | 27,363 | ||||||
|
Real estate taxes and insurance
|
461,828 | 115,407 | ||||||
|
|
|
|
||||||
|
Total rental expenses
|
1,490,725 | 340,932 | ||||||
|
|
|
|
||||||
|
Revenue in excess of certain expenses
|
$ | 1,740,284 | $ | 487,787 | ||||
|
|
|
|
||||||
See accompanying notes.
9
THE PRESERVE AT BRENTWOOD
Notes to Statements of Revenue and Certain Expenses
1. Basis of Presentation
On April 19, 2004, a subsidiary of United Dominion Realty Trust, Inc. entered into an agreement to purchase The Preserve at Brentwood (the Community) from SEA Brentwood LLC.
The statements of revenue and certain expenses relate to the operations of the Community and were prepared for the purpose of complying with the rules and regulations of the Securities and Exchange Commission, including Rule 3-14 of Regulation S-X. Accordingly, the accompanying statements of revenue and certain expenses have been prepared using the accrual method of accounting, and certain expenses such as depreciation, amortization, income taxes, mortgage interest expense and entity expenses are not reflected in the statements of revenue and certain expenses, as required by Rule 3-14 of Regulation S-X of the Securities and Exchange Commission. Consequently, the statements of revenue and certain expenses for the periods presented are not representative of the actual operations for the periods presented, as certain revenues and expenses which may not be in the proposed future operations of the Community have been excluded in accordance with Rule 3-14 of Regulation S-X.
The accompanying unaudited interim statement of revenue and certain expenses has been prepared pursuant to the rules and regulations of the Securities and Exchange Commission and was prepared on the same basis as the statement of revenue and certain expenses for the year ended December 31, 2003. In the opinion of management of the Community, all adjustments, consisting only of normal recurring adjustments necessary for a fair presentation of the information for this interim period have been made. The revenue in excess of certain expenses for such interim period is not necessarily indicative of the excess of revenue over certain expenses for the full year.
The Community consists of the following:
Number of
Property Name
Units
Location
360
Nashville, TN
10
2. Summary of Significant Accounting Policies
Revenue Recognition
The apartment homes are leased under operating leases with terms of generally one year or less. Rental income is recognized as it is earned, which is not materially different than on a straight-line basis.
Repairs and Maintenance
Repairs and maintenance costs are expensed as incurred, while significant improvements, renovations and replacements are capitalized.
Estimates
The preparation of the statements in conformity with U.S. generally accepted accounting principles requires management to make estimates and assumptions that affect the reported amounts of revenues and expenses during the reporting period. Actual results could differ from those estimates.
Advertising Costs
All advertising costs are expensed as incurred and reported on the statements of revenue and certain expenses within the line item “Administrative and marketing.” For the year ended December 31, 2003 and for the three-month period ended March 31, 2004, advertising expenses were $98,208 and $13,398, respectively.
3. Related Party Transactions
Affiliates of the Community performed the property management function and charged total management fees of 4% of rental income for this service for 2003 and the three-month period ended March 31, 2004. Management fees in the amount of $127,661 and $33,028 were charged to the Community during 2003 and the three-month period ended March 31, 2004, respectively.
11
Report of Independent Registered Public Accounting Firm
The Board of Directors
We have audited the accompanying combined statement of revenue and certain
expenses of The Essex Properties (the Properties) for the year ended December
31, 2003. This combined statement is the responsibility of the management of
the Properties. Our responsibility is to express an opinion on this combined
statement based on our audit.
We conducted our audit in accordance with the standards of the Public Company
Accounting Oversight Board (United States). Those standards require that we
plan and perform the audit to obtain reasonable assurance about whether the
combined statement is free of material misstatement. An audit includes
examining, on a test basis, evidence supporting the amounts and disclosures in
the combined statement. An audit also includes assessing the accounting
principles used and significant estimates made by management, as well as
evaluating the overall combined statement presentation. We believe that our
audit provides a reasonable basis for our opinion.
The accompanying combined 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 1, and is not intended to be a complete presentation
of the Properties’ revenue and expenses.
In our opinion, the combined statement referred to above presents fairly, in
all material respects, the revenue and certain expenses of The Essex Properties
for the year ended December 31, 2003, in conformity with U.S. generally
accepted accounting principles.
Richmond, Virginia
12
United Dominion Realty Trust, Inc.
/s/ Ernst & Young LLP
September 24, 2004
Table of Contents
THE ESSEX PROPERTIES
Combined Statements of Revenue and Certain Expenses
| Six-month | ||||||||
| Year ended | period ended | |||||||
| December 31, | June 30, 2004 | |||||||
|
2003
|
(unaudited)
|
|||||||
|
Rental and other property income
|
$ | 31,638,653 | $ | 16,272,821 | ||||
|
Rental expenses:
|
||||||||
|
Personnel
|
3,086,692 | 1,594,998 | ||||||
|
Utilities
|
1,603,302 | 769,051 | ||||||
|
Repairs and maintenance
|
1,169,249 | 501,166 | ||||||
|
Administrative and marketing
|
1,186,852 | 582,300 | ||||||
|
Property management
|
950,246 | 480,941 | ||||||
|
Real estate taxes and insurance
|
3,470,584 | 1,782,907 | ||||||
|
|
|
|
||||||
|
Total rental expenses
|
11,466,925 | 5,711,363 | ||||||
|
|
|
|
||||||
|
Revenue in excess of certain expenses
|
$ | 20,171,728 | $ | 10,561,458 | ||||
|
|
|
|
||||||
See accompanying notes.
13
THE ESSEX PROPERTIES
Notes to Combined Statements of Revenue and Certain Expenses
1. Basis of Presentation
On August 13, 2004, a subsidiary of United Dominion Realty Trust, Inc. entered into an agreement to acquire The Essex Properties (the Properties) from certain affiliates of Essex Property Trust (Essex).
The combined statements of revenue and certain expenses relate to the operations of the Properties and were prepared for the purpose of complying with the rules and regulations of the Securities and Exchange Commission, including Rule 3-14 of Regulation S-X. Accordingly, the accompanying combined statements of revenue and certain expenses have been prepared using the accrual method of accounting, and certain expenses such as depreciation, amortization, income taxes, mortgage interest expense and entity expenses are not reflected in the combined statements of revenue and certain expenses, as required by Rule 3-14 of Regulation S-X of the Securities and Exchange Commission. Consequently, the combined statements of revenue and certain expenses for the periods presented are not representative of the actual operations for the periods presented, as certain revenues and expenses which may not be in the proposed future operations of the Properties have been excluded in accordance with Rule 3-14 of Regulation S-X.
The accompanying unaudited interim combined statement of revenue and certain expenses has been prepared pursuant to the rules and regulations of the Securities and Exchange Commission and was prepared on the same basis as the combined statement of revenue and certain expenses for the year ended December 31, 2003. In the opinion of management of the Properties, all adjustments, consisting only of normal recurring adjustments necessary for a fair presentation of the information for this interim period have been made. The revenue in excess of certain expenses for such interim period is not necessarily indicative of the excess of revenue over certain expenses for the full year.
14
1. Basis of Presentation (continued)
The Properties are comprised of the following:
Number
Property Name
of Units
Location
240
Beaverton, OR
256
Lake Oswego, OR
119
Oxnard, CA
501
Pomona, CA
174
La Miranda, CA
90
Orange, CA
225
Lake Forest, CA
116
Tustin, CA
102
Carlsbad, CA
732
Newport Beach, CA
2. Summary of Significant Accounting Policies
Revenue Recognition
The apartment homes are leased under operating leases with terms of generally one year or less. Rental income is recognized as it is earned, which is not materially different than on a straight-line basis.
Repairs and Maintenance
Repairs and maintenance costs are expensed as incurred, while significant improvements, renovations and replacements are capitalized.
Estimates
The preparation of the combined statements in conformity with U.S. generally accepted accounting principles requires management to make estimates and assumptions that affect the reported amounts of revenues and expenses during the reporting period. Actual results could differ from those estimates.
15
2. Summary of Significant Accounting Policies (continued)
Advertising Costs
All advertising costs are expensed as incurred and reported on the statement of revenue and certain expenses within the line item “Administrative and marketing”. For the year ended December 31, 2003 and for the six-month period ended June 30, 2004, advertising expenses were approximately $589,000 and $251,000, respectively.
3. Related Party Transactions
An affiliate of Essex performed the property management function and charged total management fees of 3% of rental and other property income for this service for 2003 and the six-month period ended June 30, 2004. Management fees in the amount of $950,246 and $480,941 were charged to the Properties during 2003 and the six-month period ended June 30, 2004, respectively.
16
Pro Forma Condensed Consolidated Balance Sheet
The accompanying unaudited Pro Forma Condensed Consolidated Balance Sheet of United Dominion Realty Trust, Inc. (the “Company”) is presented as if Arborview, Calvert’s Walk, Liriope, The Preserve at Brentwood and The Essex Properties had been acquired on June 30, 2004. This Pro Forma Condensed Consolidated Balance Sheet should be read in conjunction with the Pro Forma Condensed Consolidated Statement of Operations for the six-month period ended June 30, 2004 and for the year ended December 31, 2003 and the historical consolidated financial statements and notes thereto of the Company reported on Form 10-Q for the six-month period ended June 30, 2004 and on Form 10-K for the year ended December 31, 2003, as updated on Form 8-K dated August 20, 2004. In management’s opinion, all adjustments necessary to reflect the acquisition of Arborview, Calvert’s Walk, Liriope, The Preserve at Brentwood and The Essex Properties have been made. The following Pro Forma Condensed Consolidated Balance Sheet is not necessarily indicative of what the actual financial position would have been assuming the above transaction had been consummated at June 30, 2004, nor does it purport to represent the future financial position of the Company.
17
UNITED DOMINION REALTY TRUST, INC.
PRO FORMA CONDENSED CONSOLIDATED BALANCE SHEET
JUNE 30, 2004
(UNAUDITED AND IN THOUSANDS)
| HISTORICAL | PRO FORMA | PRO FORMA | ||||||||||
|
AMOUNTS (A)
|
ADJUSTMENTS (B)
|
AMOUNTS
|
||||||||||
|
Assets
|
||||||||||||
|
Real estate investments, net
|
$ | 3,532,509 | $ | 371,150 | $ | 3,903,659 | ||||||
|
Cash and cash equivalents
|
7,117 | — | 7,117 | |||||||||
|
Deferred financing costs, net
|
21,131 | — | 21,131 | |||||||||
|
Notes receivable
|
44,586 | — | 44,586 | |||||||||
|
Other assets
|
35,629 | 2,100 | 37,729 | |||||||||
|
|
|
|
|
|||||||||
|
Total assets
|
$ | 3,640,972 | $ | 373,250 | $ | 4,014,222 | ||||||
|
|
|
|
|
|||||||||
|
Liabilities and Stockholders’ Equity
|
||||||||||||
|
Secured debt
|
$ | 999,658 | $ | 159,959 | $ | 1,159,617 | ||||||
|
Unsecured debt
|
1,267,650 | 213,291 | 1,480,941 | |||||||||
|
Accrued expenses and other liabilities
|
113,100 | — | 113,100 | |||||||||
|
Distributions payable
|
41,782 | — | 41,782 | |||||||||
|
|
|
|
|
|||||||||
|
Total liabilities
|
2,422,190 | 373,250 | 2,795,440 | |||||||||
|
Minority interests
|
89,813 | — | 89,813 | |||||||||
|
Preferred stock — Series B
|
135,400 | — | 135,400 | |||||||||
|
Preferred stock — Series D
|
47,396 | — | 47,396 | |||||||||
|
Preferred stock — Series E
|
56,893 | — | 56,893 | |||||||||
|
Common Stock
|
127,771 | — | 127,771 | |||||||||
|
Other equity
|
761,509 | — | 761,509 | |||||||||
|
|
|
|
|
|||||||||
|
Total stockholders’ equity
|
1,128,969 | — | 1,128,969 | |||||||||
|
|
|
|
|
|||||||||
|
Total liabilities and stockholders’ equity
|
$ | 3,640,972 | $ | 373,250 | $ | 4,014,222 | ||||||
|
|
|
|
|
|||||||||
See accompanying notes.
Notes to Pro Forma Condensed Consolidated Balance Sheet
| (A) | Represents the condensed consolidated balance sheet of the Company as of June 30, 2004, as contained in the historical consolidated financial statements and notes thereto filed on Form 10-Q. This includes the completed acquisition of Arborview, Calvert’s Walk, Liriope and The Preserve at Brentwood. These properties were purchased during the six-month period ended June 30, 2004 for a total purchase price of $94.3 million. These acquisitions were funded through draws under the Company’s line of credit facility. | |||
| (B) | Represents the proposed acquisition of the Essex Properties for a total purchase price of $373.3 million of which $2.1 million has been preliminarily allocated to the acquisition of in-place leases. | |||
18
Pro Forma Condensed Consolidated Statements of Operations
The accompanying unaudited Pro Forma Condensed Consolidated Statements of Operations for the six-month period ended June 30, 2004 and for the year ended December 31, 2003 of the Company is presented as if Arborview, Calvert’s Walk, Liriope, The Preserve at Brentwood and the Essex Properties (collectively, the “Properties”) had been acquired on January 1, 2003.
These Pro Forma Condensed Consolidated Statements of Operations should be read in conjunction with the historical consolidated financial statements included in the Company’s previous filings with the Securities and Exchange Commission.
The unaudited Pro Forma Condensed Consolidated Statements of Operations are not necessarily indicative of what the actual results of operations would have been for the six-month period ended June 30, 2004 or for the year ended December 31, 2003 assuming the above transactions had been consummated on January 1, 2003, nor do they purport to represent the future results of operations of the Company.
19
UNITED DOMINION REALTY TRUST, INC.
PRO FORMA CONDENSED CONSOLIDATED STATEMENT OF OPERATIONS
SIX MONTHS ENDED JUNE 30, 2004
(UNAUDITED AND IN THOUSANDS, EXCEPT PER-SHARE DATA)
| HISTORICAL | PRO FORMA | PRO FORMA | ||||||||||
|
AMOUNTS (A)
|
ADJUSTMENTS (B)
|
AMOUNTS
|
||||||||||
|
Revenues
|
||||||||||||
|
Rental income
|
$ | 309,745 | $ | 19,346 | $ | 329,091 | ||||||
|
Non-property income
|
1,406 | — | 1,406 | |||||||||
|
|
|
|
|
|||||||||
|
Total revenues
|
311,151 | 19,346 | 330,497 | |||||||||
|
Expenses
|
||||||||||||
|
Real estate taxes and insurance
|
37,788 | 2,137 | 39,925 | |||||||||
|
Personnel
|
32,210 | 1,902 | 34,112 | |||||||||
|
Utilities
|
19,123 | 841 | 19,964 | |||||||||
|
Repair and maintenance
|
19,498 | 704 | 20,202 | |||||||||
|
Administrative and marketing
|
11,075 | 690 | 11,765 | |||||||||
|
Property management
|
8,751 | — | 8,751 | |||||||||
|
Other operating expenses
|
561 | — | 561 | |||||||||
|
Depreciation and amortization
|
84,474 | 9,067 | 93,541 | |||||||||
|
Interest
|
58,201 | 6,162 | 64,363 | |||||||||
|
General and administrative
|
9,381 | — | 9,381 | |||||||||
|
Other expenses
|
1,783 | — | 1,783 | |||||||||
|
|
|
|
|
|||||||||
|
Total expenses
|
282,845 | 21,503 | 304,348 | |||||||||
|
|
|
|
|
|||||||||
|
Income before allocation to minority interests and
discontinued operations
|
28,306 | (2,157 | ) | 26,149 | ||||||||
|
Minority interests of outside partnerships
|
(115 | ) | — | (115 | ) | |||||||
|
Minority interests of unitholders in operating
partnerships
|
(955 | ) | 137 | (818 | ) | |||||||
|
|
|
|
|
|||||||||
|
Income from continuing operations, net of minority
interests
|
27,236 | (2,020 | ) | 25,216 | ||||||||
|
Distributions to preferred stockholders
|
(10,178 | ) | — | (10,178 | ) | |||||||
|
Premium on preferred share conversion
|
(3,125 | ) | — | (3,125 | ) | |||||||
|
|
|
|
|
|||||||||
|
Income/(loss) from continuing operations available to
common stockholders
|
$ | 13,933 | $ | (2,020 | ) | $ | 11,913 | |||||
|
|
|
|
|
|||||||||
|
Income/(loss) from continuing operations available to
common stockholders — basic and diluted
|
$ | 0.11 | $ | (0.02 | ) | $ | 0.09 | |||||
|
|
|
|
|
|||||||||
|
Weighted
average number of common shares outstanding — basic
|
127,057 | 127,057 | 127,057 | |||||||||
|
|
|
|
|
|||||||||
|
Weighted
average number of common shares outstanding — diluted
|
127,996 | 127,057 | 127,996 | |||||||||
|
|
|
|
|
|||||||||
See accompanying notes.
20
UNITED DOMINION REALTY TRUST, INC.
PRO FORMA CONDENSED CONSOLIDATED STATEMENT OF OPERATIONS
YEAR ENDED DECEMBER 31, 2003
(UNAUDITED AND IN THOUSANDS, EXCEPT PER-SHARE DATA)
| HISTORICAL | PRO FORMA | PRO FORMA | ||||||||||
|
AMOUNTS (A)
|
ADJUSTMENTS (C)
|
AMOUNTS
|
||||||||||
|
Revenues
|
||||||||||||
|
Rental income
|
$ | 581,617 | $ | 41,636 | $ | 623,253 | ||||||
|
Non-property income
|
1,068 | — | 1,068 | |||||||||
|
|
|
|
|
|||||||||
|
Total revenues
|
582,685 | 41,636 | 624,321 | |||||||||
|
Expenses
|
||||||||||||
|
Real estate taxes and insurance
|
66,585 | 4,581 | 71,166 | |||||||||
|
Personnel
|
59,419 | 4,031 | 63,450 | |||||||||
|
Utilities
|
34,873 | 1,864 | 36,737 | |||||||||
|
Repair and maintenance
|
37,585 | 1,923 | 39,508 | |||||||||
|
Administrative and marketing
|
21,582 | 1,605 | 23,187 | |||||||||
|
Property management
|
16,873 | — | 16,873 | |||||||||
|
Other operating expenses
|
1,205 | — | 1,205 | |||||||||
|
Depreciation and amortization
|
155,216 | 22,718 | 177,934 | |||||||||
|
Interest
|
117,416 | 12,851 | 130,267 | |||||||||
|
General and administrative
|
20,626 | — | 20,626 | |||||||||
|
Other expenses
|
4,576 | — | 4,576 | |||||||||
|
|
|
|
|
|||||||||
|
Total expenses
|
535,956 | 49,573 | 585,529 | |||||||||
|
|
|
|
|
|||||||||
|
Income/(loss) before allocation to minority interests and
discontinued operations
|
46,729 | (7,937 | ) | 38,792 | ||||||||
|
Minority interests of outside partnerships
|
(614 | ) | — | (614 | ) | |||||||
|
Minority interests of unitholders in operating
partnerships
|
5 | 506 | 511 | |||||||||
|
|
|
|
|
|||||||||
|
Income/(loss) from discontinued operations, net of minority
interests
|
46,120 | (7,431 | ) | 38,689 | ||||||||
|
Distributions to preferred stockholders
|
(26,326 | ) | — | (26,326 | ) | |||||||
|
Premium on preferred share conversion
|
(19,271 | ) | — | (19,271 | ) | |||||||
|
|
|
|
|
|||||||||
|
Income/(loss) from continuing operations available to
common stockholders
|
$ | 523 | $ | (7,431 | ) | $ | (6,908 | ) | ||||
|
|
|
|
|
|||||||||
|
Income/(loss) from continuing operations available to
common stockholders — basic and diluted
|
$ | 0.00 | $ | (0.06 | ) | $ | (0.06 | ) | ||||
|
|
|
|
|
|||||||||
|
Weighted average number of common shares outstanding —
basic
|
114,672 | 114,672 | 114,672 | |||||||||
|
|
|
|
|
|||||||||
|
Weighted average number of common shares outstanding —
diluted
|
115,648 | 114,672 | 114,672 | |||||||||
|
|
|
|
|
|||||||||
See accompanying notes.
21
Notes to Pro Forma Condensed Consolidated Statements of Operations
| (A) | Represents the historical consolidated statement of operations of the Company as contained in the historical consolidated financial statements included in previous filings with the Securities and Exchange Commission. | |||
| (B) | Represents the pro forma revenues and expenses for the six months ended June 30, 2004 attributable to the Properties as if the acquisitions had occurred on January 1, 2003. Interest expense of $6.2 million includes pro forma interest of $4.2 million attributable to new mortgage loans payable and $2.0 million attributable to draws under the line of credit to fund these acquisitions. | |||
| (C) | Represents the pro forma revenues and expenses for the year ended December 31, 2003 attributable to the Properties as if the acquisitions had occurred on January 1, 2003. Interest expense of $12.9 million includes pro forma interest of $8.4 million attributable to new mortgage loans payable and $4.5 million attributable to draws under the line of credit to fund these acquisitions. Depreciation and amortization expense of $177.9 million includes pro forma amortization expense of $2.6 million attributed to the acquisition of in-place leases. Depreciation relates to the aggregate purchase price of $467.6 million less a preliminary allocation to land of $123.9 million. | |||
22
EXHIBIT INDEX
Exhibit
Number
Description
Agreement of Purchase and Sale dated as of August 13, 2004, by and between United Dominion Realty, L.P.,
a Delaware limited partnership, as Buyer, and Essex The Crest, L.P., a California limited partnership, Essex El Encanto Apartments, L.P., a
California limited partnership, Essex Hunt Club Apartments, L.P., a
California limited partnership, and the other signatories named as
Sellers therein.
(1)
First Amendment to Agreement of
Purchase and Sale dated as of September 29, 2004, by and
between United Dominion Realty, L.P.,
a Delaware limited partnership, as Buyer, and Essex The Crest, L.P., a California limited partnership, Essex El Encanto Apartments, L.P., a
California limited partnership, Essex Hunt Club Apartments, L.P., a
California limited partnership, and the other signatories named as Sellers therein.
Consent of Ernst & Young LLP
(1)
Incorporated by reference to Exhibit 2.1 of
the Company’s Current
Report on Form 8-K dated September 28, 2004 and filed with the
Securities and Exchange Commission on September 29, 2004
(Commission File No. 1-10524).
EXHIBIT 2.2
FIRST AMENDMENT TO AGREEMENT OF PURCHASE AND SALE
THIS FIRST AMENDMENT TO AGREEMENT OF PURCHASE AND SALE (this "First Amendment") is made effective as of the 29th day of September, 2004, by and between Essex The Crest, L.P., a California limited partnership, Essex El Encanto Apartments, L.P., a California limited partnership, Essex Hunt Club Apartments, L.P., a California limited partnership, Essex Rosebeach Apartments, L.P., a California limited partnership, Essex Andover Park Apartments, L.P., a California limited partnership, Essex Rivermark Apartments, L.P., a California limited partnership, Essex Arboretum Apartments, L.P., a California limited partnership, Essex Ocean Villa Apartments, L.P., a California limited partnership, Essex Carlsbad Apartments, L.P., a California limited partnership, Essex San Dimas Bonita Apartments, L.P., a California limited partnership, Essex San Dimas Canyon Apartments, L.P., a California limited partnership, Essex Huntington Beach Apartments, L.P., a California limited partnership, Essex Villa Venetia Apartments, L.P., a California limited partnership, Newport Beach North LLC, a Delaware limited liability company, Newport Beach South LLC, a Delaware limited liability company, and Essex Woodland Apartments, L.P., a California limited partnership (each such entity being known individually as "Seller" and collectively all such entities shall hereinafter be known as "Sellers"), and United Dominion Realty, L.P., a Delaware limited partnership (together with its successors and permitted assigns, "Buyer").
RECITALS
A. Sellers and Purchaser are parties to that certain Agreement of Purchase and Sale dated as of August 13, 2004 (the "Agreement"), whereby the Sellers have agreed to sell and the Purchasers have agreed to purchase certain real and personal property located in the states of California and Oregon and more particularly described therein.
B. Sellers and Purchaser desires to modify the Agreement to, among other things, provide for expedited Closing with respect to certain of the Properties, as more fully set forth herein.
C. Defined terms used and not otherwise defined herein shall have the meanings assigned to such terms in the Agreement.
NOW, THEREFORE, in consideration of the foregoing, of the covenants, promises and undertakings set forth herein, and for good and valuable consideration, the receipt and sufficiency of which is hereby acknowledged, Sellers and Purchaser agree as follows:
1.1 Bifurcation of Initial Closing Date.
(a) Notwithstanding any contrary provisions of the Agreement, including, without limitation, Sections 2.4 and 5.2(a) thereof, Sellers and Purchaser have agreed to that the Closing of the Properties listed on Exhibit "A" attached hereto (the "Early Closing Properties") shall occur on September 30, 2004 (the "Early Closing Date").
(b) In furtherance of the provisions of Section 1.1(a) above, all references in the Agreement to the "Initial Closing Date", other than the references in Section 2.2(a)(i) of the Agreement, shall hereafter be deemed to refer to the Early Closing Date to the
extent such references apply to the Early Closing Properties. Without limiting the generality of the foregoing:
(i) The Initial Closing Deposit shall continue to be applied at the Initial Closing Date in accordance with Section 2.2(a)(i) of the Agreement.
(ii) Notwithstanding the provisions of Section 2.3(a) of the Agreement, with respect to the Early Closing and the Early Closing Properties only, not later than one (1) day prior to the Initial Closing, Buyer shall deposit with Escrow Holder in good, "same-day" funds at par an amount equal to the sum of the Purchase Prices allocated to the Early Closing Properties, together with any and all amounts, if any, necessary to pay any and all prorations and/or expenses to be paid by Buyer under the terms of this Agreement with respect to the Early Closing Properties (including any amounts of any nature and related expenses payable under the loan documents relating to any Repayment Loans encumbering such Properties, which Escrow Holder shall cause to be paid to such Lender), less (i) any prorations or other amounts to be credited to Buyer under the terms of this Agreement with respect to such Properties, and (ii) the then current principal balance of the Assumed Loans encumbering such Properties. Nothing herein shall be construed as limiting the provisions of Section 2.3(a)(i) of the Agreement as it applies to the remaining Properties to be included in the Initial Closing.
(iii) Notwithstanding the provisions of Section 2.4 of the Agreement, the parties acknowledge and agree that it is the intention of the parties that all of the Properties, other than the Coronado South Property and the Rivermark Property (which shall be sold and purchased upon satisfaction of the conditions set forth in Sections 5.8(b) and 5.8(c) of the Agreement, respectively) be purchased and sold simultaneously on the Early Closing Date (in the case of the Early Closing Properties) and on the Initial Closing Date (with respect to the remaining Properties) and that the same is a condition precedent to the parties obligations under this Agreement, except as expressly provided otherwise in the Agreement (including in Sections 2.5(b), 3.3, 4.2 and 5.8 and Article VI of the Agreement). The Closing of the Properties, other than the Coronado South Property, the Rivermark Property, any Deferred Property, any Property with respect to which Buyer's obligation to purchase is terminated in accordance with the express provisions of the Agreement (including in Sections 3.3, 4.2 and 5.8 and Article VI of the Agreement), shall continue to be referred to herein and in the Agreement as the "Initial Closing."
(iv) Notwithstanding the provisions of Section 8.1(f), the number of Vacant Units in each of the Early Closing Properties shall be determined on the day prior to the Early Closing Date.
(v) Except as set forth in the immediately preceding provisions of this Section 1.1, all references in the Agreement to the Initial Closing Date shall remain unchanged.
(c) Except as set forth in Section 1.1(a) above, the Closing Dates for all Properties other than the Early Closing Properties (as defined hereinabove) shall remain unchanged. Specifically, the Closings of the remaining Properties, other than any
Property for which the Closing is deferred in accordance with Sections 2.5(b) or 3.3 or Article VI of the Agreement, the Coronado South Property and the Rivermark Property, shall occur on the Initial Closing Date as set forth in Section 5.2(a) of the Agreement. The Closings of any Property for which the Closing is deferred in accordance with Sections 2.5(b) or 3.3 or Article VI of the Agreement, the Coronado South Property and the Rivermark Property shall occur on the dates set forth in Sections 5.2(b), 5.2(c) and 5.2(d) of the Agreement, respectively.
1.2 Delivery of Rivermark and Coronado Management Agreements. Notwithstanding the provisions of Sections 5.3(a) and 5.3(b) of the Agreement, Sellers and Buyer agree that on October 22, 2004 (the "Management Effective Date"), the Sellers of the Coronado South Property and the Rivermark Property, and Buyer (or its nominee) shall deliver to one another duly executed counterparts to the Management Agreements, and that the Management Agreements shall become effective as of the Management Effective Date. Notwithstanding the provisions of Section 5.10 of the Agreement, not less than ten (10) days prior to the Management Effective Date, Buyer and the Seller of the Rivermark Property shall meet and agree upon the amount of the "Working Capital Reserve" and the "Budget" described in the Management Agreement for the Rivermark Property.
1.3 Kelvin Property. Sellers and Buyer acknowledge that Buyer has elected not to acquire the Kelvin Property pursuant to Section 4.2 of the Agreement, and Essex Kelvin Apartments, L.P. is no longer a "Seller" under the Agreement.
1.4 Section 1031 Exchanges; Nominee for the Crest. Sellers acknowledge that Buyer has elected to complete one or more like-kind exchanges within the meaning of Section 1031 of the Internal Revenue Code of 1986, as amended, and the Treasury Regulations promulgated thereunder, with respect to some or all of the Properties (including the Early Closing Properties). Sellers agree to reasonably cooperate with Buyer in facilitating such exchanges, including, without limitation, by causing the Grant Deeds and other conveyance documents required to be delivered pursuant to the Agreement to name certain nominees or exchange trusts as the grantees and assignees thereunder; provided, however, that Seller shall not be required to incur any liability or out-of-pocket expense in connection with such exchange. Sellers also acknowledge that Buyer has designated UDR the Crest, L.P. to take title to the Property known as "The Crest at Phillips Ranch." Such designation shall not relieve Buyer of its liability under the Agreement.
1.5 No Other Modifications. Except as set forth in this Amendment, all other terms and provisions of the Agreement shall remain unmodified hereby. The Agreement, as modified herein, is hereby incorporated herein in its entirety and a part hereof, and Sellers and Buyer hereby ratify the Agreement (as amended hereby) and agree and acknowledge that the Agreement is in full force and effect.
1.6 Counterparts. This Amendment may be executed in two or more counterparts, each of which shall be an original, but all of which together shall constitute one and the same instrument. This Amendment shall be binding upon Sellers and Buyer upon each party's delivery via telefacsimile of executed counterparts of the signature page taken from identical counterparts of this Amendment.
IN WITNESS WHEREOF, the parties have executed this Agreement effective as of the Effective Date.
BUYER:
United Dominion Realty, L.P., a Delaware limited
partnership
By: United Dominion Realty Trust, Inc., a Maryland
corporation, its General Partner
By: /s/ W. Mark Wallis ------------------------------------------- W. Mark Wallis Senior Executive Vice President |
[Signatures Continued on Next Page]
SELLERS:
ESSEX THE CREST, L.P.
By: Essex Apartment Value Fund, L.P.,
a Delaware limited partnership,
its general partner
By: Essex VFGP, L.P.,
a Delaware limited partnership,
its general partner
By: Essex VFGP, Inc.,
a Delaware corporation,
its general partner
By: /s/ Jordan E. Ritter -------------------------- Its: Senior Vice President |
ESSEX EL ENCANTO APARTMENTS, L.P.
By: Essex Apartment Value Fund, L.P.,
a Delaware limited partnership,
its general partner
By: Essex VFGP, L.P.,
a Delaware limited partnership,
its general partner
By: Essex VFGP, Inc.,
a Delaware corporation,
its general partner
By: /s/ Jordan E. Ritter -------------------------- Its: Senior Vice President |
[Signatures Continued on Next Page]
ESSEX HUNT CLUB APARTMENTS, L.P.
By: Essex Apartment Value Fund, L.P.,
a Delaware limited partnership,
its general partner
By: Essex VFGP, L.P.,
a Delaware limited partnership,
its general partner
By: Essex VFGP, Inc.,
a Delaware corporation,
its general partner
By: /s/ Jordan E. Ritter -------------------------- Its: Senior Vice President |
ESSEX ROSEBEACH APARTMENTS, L.P.
By: Essex Apartment Value Fund, L.P.,
a Delaware limited partnership,
its general partner
By: Essex VFGP, L.P.,
a Delaware limited partnership,
its general partner
By: Essex VFGP, Inc.,
a Delaware corporation,
its general partner
By: /s/ Jordan E. Ritter -------------------------- Its: Senior Vice President |
[Signatures Continued on Next Page]
ESSEX ANDOVER PARK APARTMENTS, L.P.
By: Essex Apartment Value Fund, L.P.,
a Delaware limited partnership,
its general partner
By: Essex VFGP, L.P.,
a Delaware limited partnership,
its general partner
By: Essex VFGP, Inc.,
a Delaware corporation,
its general partner
By: /s/ Jordan E. Ritter -------------------------- Its: Senior Vice President |
[Signatures Continued on Next Page]
ESSEX RIVERMARK APARTMENTS, L.P.
By: Essex Apartment Value Fund, L.P.,
a Delaware limited partnership,
its general partner
By: Essex VFGP, L.P.,
a Delaware limited partnership,
its general partner
By: Essex VFGP, Inc.,
a Delaware corporation,
its general partner
By: /s/ Jordan E. Ritter -------------------------- Its: Senior Vice President |
ESSEX ARBORETUM APARTMENTS, L.P.
By: Essex Apartment Value Fund, L.P.,
a Delaware limited partnership,
its general partner
By: Essex VFGP, L.P.,
a Delaware limited partnership,
its general partner
By: Essex VFGP, Inc.,
a Delaware corporation,
its general partner
By: /s/ Jordan E. Ritter -------------------------- Its: Senior Vice President |
[Signatures Continued on Next Page]
ESSEX OCEAN VILLA APARTMENTS, L.P.
By: Essex Apartment Value Fund, L.P.,
a Delaware limited partnership,
its general partner
By: Essex VFGP, L.P.,
a Delaware limited partnership,
its general partner
By: Essex VFGP, Inc.,
a Delaware corporation,
its general partner
By: /s/ Jordan E. Ritter -------------------------- Its: Senior Vice President |
ESSEX CARLSBAD APARTMENTS, L.P.
By: Essex Apartment Value Fund, L.P.,
a Delaware limited partnership,
its general partner
By: Essex VFGP, L.P.,
a Delaware limited partnership,
its general partner
By: Essex VFGP, Inc.,
a Delaware corporation,
its general partner
By: /s/ Jordan E. Ritter -------------------------- Its: Senior Vice President |
[Signatures Continued on Next Page]
ESSEX SAN DIMAS BONITA APARTMENTS, L.P.
By: Essex Apartment Value Fund, L.P.,
a Delaware limited partnership,
its general partner
By: Essex VFGP, L.P.,
a Delaware limited partnership,
its general partner
By: Essex VFGP, Inc.,
a Delaware corporation,
its general partner
By: /s/ Jordan E. Ritter -------------------------- Its: Senior Vice President |
ESSEX SAN DIMAS CANYON APARTMENTS, L.P.
By: Essex Apartment Value Fund, L.P.,
a Delaware limited partnership,
its general partner
By: Essex VFGP, L.P.,
a Delaware limited partnership,
its general partner
By: Essex VFGP, Inc.,
a Delaware corporation,
its general partner
By: /s/ Jordan E. Ritter -------------------------- Its: Senior Vice President |
[Signatures Continued on Next Page]
ESSEX HUNTINGTON BEACH APARTMENTS, L.P.
By: Essex Apartment Value Fund, L.P.,
a Delaware limited partnership,
its general partner
By: Essex VFGP, L.P.,
a Delaware limited partnership,
its general partner
By: Essex VFGP, Inc.,
a Delaware corporation,
its general partner
By: /s/ Jordan E. Ritter -------------------------- Its: Senior Vice President |
ESSEX VILLA VENETIA APARTMENTS, L.P.
By: Essex Apartment Value Fund, L.P.,
a Delaware limited partnership,
its general partner
By: Essex VFGP, L.P.,
a Delaware limited partnership,
its general partner
By: Essex VFGP, Inc.,
a Delaware corporation,
its general partner
By: /s/ Jordan E. Ritter -------------------------- Its: Senior Vice President |
NEWPORT BEACH NORTH, LLC
By: Newport Beach North, Inc.,
its managing member
By: /s/ Jordan E. Ritter ------------------------------------ Its: Senior Vice President |
[Signatures Continued on Next Page]
NEWPORT BEACH SOUTH, LLC
By: Newport Beach South, Inc.,
its managing member
By: /s/ Jordan E. Ritter ------------------------------------ Its: Senior Vice President |
ESSEX WOODLAND APARTMENTS, L.P.
By: Essex Apartment Value Fund, L.P.,
a Delaware limited partnership,
its general partner
By: Essex VFGP, L.P.,
a Delaware limited partnership,
its general partner
By: Essex VFGP, Inc.,
a Delaware corporation,
its general partner
By: /s/ Jordan E. Ritter -------------------------- Its: Senior Vice President |
JOINDER OF ESSEX APARTMENT VALUE FUND, L.P.
The undersigned, ESSEX APARTMENT VALUE FUND, L.P., a Delaware limited partnership, hereby joins in this Amendment solely for the purpose of confirming that it shall be jointly and severally liable to Buyer on a primary basis, and not merely as a surety, for any and all obligations of the Sellers pursuant to Sections 3.3, 4.2, 4.7, 5.6 and 5.8 of the Agreement, notwithstanding this Amendment, which obligations (except to the extent survival of the same are limited as to Sellers pursuant to such Sections) and this Joinder shall survive the Closings and the recordation of the Deeds, and shall not be deemed merged into such Deeds or the other documents and instruments delivered at such Closing.
Essex Apartment Value Fund, L.P., a Delaware limited partnership, its general partner
By: Essex VFGP, L.P., a Delaware limited partnership, its general partner
By: Essex VFGP, Inc., a Delaware corporation, its general partner
By: /s/ Jordan E. Ritter ------------------------------- Its: Senior Vice President |
JOINDER OF UNITED DOMINION REALTY TRUST
The undersigned, United Dominion Realty Trust, Inc., a Maryland corporation, a Delaware limited partnership, hereby joins in this Amendment solely for the purpose of confirming that it shall be jointly and severally liable to Seller on a primary basis, and not merely as a surety, for any and all obligations of the Buyer pursuant to Section 4.5 of the Agreement, notwithstanding this Amendment, which obligations and this Joinder shall survive the Closings and the recordation of the Deeds, and shall not be deemed merged into such Deeds or the other documents and instruments delivered at such Closing.
United Dominion Realty Trust, Inc., a Maryland corporation
By: /s/ W. Mark Wallis ------------------------------------------- W. Mark Wallis Senior Executive Vice President |
EXHIBIT "A"
EARLY CLOSING PROPERTIES
--------------------------------------------------------------------------------
OWNER PROPERTY NAME*
--------------------------------------------------------------------------------
Essex Andover Park Apartments, L.P., Andover Park
a California limited partnership
--------------------------------------------------------------------------------
Essex The Crest, L.P., a California limited The Crest at Phillips Ranch*
partnership
--------------------------------------------------------------------------------
Essex Woodland Apartments, L.P., a Foxborough (Woodlands)
California limited partnership
--------------------------------------------------------------------------------
Essex Hunt Club Apartments, L.P., a Hunt Club
California limited partnership
--------------------------------------------------------------------------------
Essex Huntington Beach Apartments, L.P., a Huntington Villas
California limited partnership
--------------------------------------------------------------------------------
Essex Rosebeach Apartments, L.P., a Rosebeach
California limited partnership
--------------------------------------------------------------------------------
Essex El Encanto Apartments, L.P., a Vista Del Rey (El Encanto)
California limited partnership
--------------------------------------------------------------------------------
|
Exhibit 23.1
Consent of Independent Registered Public Accounting Firm
We consent to the incorporation of our report dated March 26,
2004, with respect to the Combined Statement of Revenue and Certain Expenses of
Arborview, Calvert’s Walk and Liriope, our report dated May 26, 2004, with
respect to the Statement of Revenue and Certain Expenses of The Preserve at
Brentwood, and our report dated September 24, 2004, with respect to the
Combined Statement of Revenue and Certain Expenses of The Essex Properties, in
the Form 8-K dated September 29, 2004, of United Dominion Realty Trust, Inc. in
the following Registration Statements filed with the Securities and Exchange
Commission:
1
Registration Statement
Number
Description
Form S-3, pertaining to the
registration of 900,000 shares of
Common Stock.
Form S-8, pertaining to the
Employee’s Stock Purchase Plan.
Form S-3, pertaining to the
registration of 1,679,840 shares of
Common Stock.
Form S-3, pertaining to the Dividend
Reinvestment and Stock Purchase
Plan.
Form S-8, pertaining to the Stock
Purchase and Loan Plan.
Form S-3, pertaining to the Dividend
Reinvestment and Stock Purchase
Plan.
Form S-3, pertaining to the
registration of 104,920 shares of
Common Stock, including rights to
purchase Series C Junior
Participating Redeemable Preferred
Stock.
Form S-3, pertaining to the
registration of 1,528,089 shares of
Common Stock, including rights to
purchase Series C Junior
Participating Redeemable Preferred
Stock.
Form S-8, pertaining to the
Employee’s Stock Purchase Plan.
Form S-3, pertaining to the
registration of 849,498 shares of
Common Stock, including rights to
Purchase Series C Junior
Participating Redeemable Preferred
Stock.
Form S-3, pertaining to the
registration of 130,416 shares of
Common Stock, including rights to
purchase Series C Junior
Participating Redeemable Preferred
Stock.
Form S-8, pertaining to the 1999
Long Term Incentive Plan.
| Registration Statement | ||
|
Number
|
Description
|
|
|
333-77107
|
Form S-3, pertaining to the registration of 1,023,732 shares of Common Stock, including rights to purchase Series C Junior Participating Redeemable Preferred Stock. | |
|
|
||
|
333-77161
|
Form S-3, pertaining to the registration of 481,251 shares of Common Stock, including rights to purchase Series C Junior Participating Redeemable Preferred Stock. | |
|
|
||
|
333-80279
|
Form S-8, pertaining to the Company’s 1999 Open Market Purchase Program. | |
|
|
||
|
333-82929
|
Form S-3, pertaining to the registration of 95,119 shares of Common Stock, including rights to purchase Series C Junior Participating Redeemable Preferred Stock. | |
|
|
||
|
333-86808
|
Form S-3, pertaining to the registration of 12,307,692 shares of Common Stock, including rights to purchase Series C Junior Participating Redeemable Preferred Stock. | |
|
|
||
|
333-101611
|
Form S-3, Shelf Registration Statement, pertaining to the registration of $1 billion of Common Stock, Preferred Stock and Debt Securities. | |
|
|
||
|
333-106959
|
Form S-3, pertaining to the registration of 3,425,217 shares of Common Stock, including rights to purchase Series C Junior Participating Redeemable Preferred Stock. | |
|
|
||
|
333-115696
|
Form S-3, Shelf Registration Statement, pertaining to the registration of $1.5 billion of Common Stock, Preferred Stock and Debt Securities. | |
|
|
||
|
333-116804
|
Form S-3, pertaining to the registration of 1,617,815 shares of Common Stock, including rights to purchase Series C Junior Participating Redeemable Preferred Stock. |
/s/ ERNST & YOUNG LLP
Richmond,
Virginia
October 5, 2004
2