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United Dominion Realty Trust, Inc. Announces Fourth Quarter Results

Company Release - 1/31/2005 4:40 PM ET

RICHMOND, Va.--(BUSINESS WIRE)--Jan. 31, 2005--United Dominion Realty Trust, Inc. (NYSE: UDR) today reported Funds From Operations ("FFO") of $57.5 million, or $0.39 per share (diluted), for the quarter ended December 31, 2004. For the same period a year ago, the Company reported FFO of $53.8 million, or $0.37 per share (diluted). FFO for the twelve months ended December 31, 2004 was $219.6 million, or $1.51 per share (diluted). For the same period a year ago, the Company reported FFO of $208.4 million, or $1.52 per share (diluted).

"I'm pleased to report that we continued to gain traction in our operations with growth in rent and Net Operating Income ("NOI") during the fourth quarter," stated Thomas W. Toomey, President and Chief Executive Officer. "Throughout 2004, we registered sequential quarterly improvement in year over year comparisons for rent and net operating income. The 2.1% growth in NOI for the fourth quarter was our best performance in over two years. These improvements in overall operating results, combined with our recent $1.3 billion in acquisitions and sales afford us an excellent base to build from for 2005."

    Highlights

    --  Acquired 11 communities for $529 million

    --  Sold 9 communities for $112 million

    --  Issued $100 million of 5.00% senior unsecured notes due
        January 2012

    --  Issued $25 million of 4.30% senior unsecured notes due July
        2007

    --  Issued $100 million of 5.25% senior unsecured notes due
        January 2015

    --  Issued 4.5 million shares of common stock for net proceeds of
        $91.3 million

    --  Redeemed 2 million shares of Series D Cumulative Convertible
        Redeemable Preferred Stock

    Portfolio Operating Performance and Same Community Results

During the fourth quarter, 64,177 apartment homes, or 81% of total apartment homes, were classified as Same Community. The Company defines Same Community as all multifamily communities owned and stabilized for at least one year as of the beginning of the most recent quarter.

                  Same Community Results, Year/Year
                ($ in thousands, except monthly rent)

                                4th Qtr '04   4th Qtr '03   % Change
                                -----------   -----------   ----------
Rent and other income              $138,897     $136,096          2.1%
Concessions                           4,085        3,928          4.0
Bad debt                                729          656         11.1
Total income                        134,083      131,512          2.0
Expenses                             51,373       50,483          1.8
Net operating income                 82,710       81,029          2.1

Avg. monthly collections per
 occupied home                         $710         $707          0.4%
Avg. monthly reimbursements per
 occupied home                           30           27         11.1

Avg. physical occupancy                94.1%        92.9%      120 bps
Operating margin                       61.7         61.6        10 bps
Annualized resident turnover
 rate                                  59.5         62.4      -290 bps
Resident credit loss, % of
 effective rent                         0.5          0.5         0 bps


Same Community represents 41 markets, of which 28 markets, or 68%,
generated positive Same Community revenue growth and 25 markets, or
61%, generated positive Same Community NOI when compared to the prior
year.
               Same Community Results, Quarter/Quarter
                ($ in thousands, except monthly rent)

                                 4th Qtr '04  3rd Qtr '04   % Change
                                 -----------  ----------- -----------
Rent and other income              $138,897     $138,641         0.2%
Concessions                           4,085        4,058         0.7
Bad debt                                729          634        15.0
Total income                        134,083      133,949         0.1
Expenses                             51,373       52,399        -2.0
Net operating income                 82,710       81,550         1.4

Avg. monthly collections per
 occupied home                         $710         $709         0.1%
Avg. monthly reimbursements per
 occupied home                           30           29         3.4

Avg. physical occupancy                94.1%        94.2%     -10 bps
Operating margin                       61.7         60.9       80 bps
Annualized resident turnover rate      59.5         73.4    -1390 bps
Resident credit loss, % of
 effective rent                         0.5          0.5        0 bps


Same Community represents 41 markets, of which 19 markets, or 46%,
generated positive Same Community revenue growth and 24 markets, or
59%, generated positive Same Community NOI growth when compared to the
prior quarter.

Non-Mature Properties

The composition of the Company's portfolio has changed significantly over the past three years. Currently, 19% of the portfolio is considered 'non-mature', meaning that the communities have not been owned or stabilized for at least one year. In the coming quarters, the Same Community portfolio will benefit from an influx of acquired properties currently considered non-mature in California, Metropolitan Washington D.C. and Florida, which are high rent and high occupancy markets. These high barrier markets comprise approximately 76% of non-mature NOI. The overall average monthly rental rate of our non-mature assets is approximately $300 above the current mature portfolio.

Portfolio Repositioning

As previously announced, the Company acquired 11 communities with 3,761 apartment homes for a total purchase price of $529 million (averaging $140,500 per home) during the quarter, which included seven communities in the Essex transaction. These transactions represent a blended capitalization rate of 5.6% using forward twelve months of operations and a reserve for capital expenditures ranging from $270 to $450 per home.

During the fourth quarter, the Company announced sales totaling $112 million (averaging $48,000 per home) at a blended capitalization rate of 8.7% using trailing twelve months of operations less an actual capital expenditure reserve of $470 per home and an implied management fee of 2.75%. The sales include eight communities in Michigan with 1,970 apartment homes for a total of $91.5 million (averaging $46,400 per home), and one community in Louisville, Kentucky for $20.1 million (averaging $56,600 per home). In addition, the Company sold nine acres of land in Texas for $0.8 million. The Company recognized $17.7 million in gains on the sales in the fourth quarter. The Company is under contract to sell 11 communities consisting of 2,623 unites for $169 million at a blended cap rate of 5.5%. The communities are located in Houston, Anaheim and Phoenix.

For more details on the Company's acquisition and disposition activities, see our press release dated December 13, 2004.

"These transactions continue to move us forward on two fronts. Approximately 50% of our projected 2005 NOI is expected to come from California, Florida and the Metro D.C. area, and we have exited two additional markets, bringing our total to 43," stated W. Mark Wallis, Senior Executive Vice President, Strategy, Legal, Acquisitions, Dispositions & Development.

Financing Activities

In October, the Company issued $100 million of 5.00% senior unsecured notes due January 15, 2012 at spread of 123 basis points. Also in October, the Company issued $25 million of 4.30% senior unsecured notes due July 1, 2007 at spread of 100 basis points. These notes represent a re-opening of the 4.30% senior notes issued on June 25, 2004. These additional notes will constitute a single series of notes, bringing the aggregate principal amount outstanding of the 4.30% senior notes to $75 million. In November, the Company issued $100 million of 5.25% senior unsecured notes due January 15, 2015 at a spread of 127 basis points. During the quarter, the Company issued 4.5 million shares of common stock at a price of approximately $20.48 per share and received net proceeds of $91.3 million.

eBay Purchase of Rent.com

On December 16, 2004, eBay (Nasdaq: EBAY) announced that it had agreed to acquire privately held Rent.com, a leading Internet listing web site in the apartment and rental housing industry, for approximately $415 million plus acquisition costs, net of Rent.com's cash on hand. United Dominion owns shares in Rent.com. The acquisition, which is subject to various regulatory approvals and approval of Rent.com's stockholders, is expected to close in the first quarter of 2005.

If the closing occurs, the Company expects to record a one-time pre-tax gain of between $12 and $14 million. There is no assurance that the Rent.com transaction will close, or if it does, whether the Company will realize the anticipated gain. The Company is considering, among other things, utilizing a portion of the gain to offset prepayment penalties we may elect to incur by prepaying certain secured debt. The earnings guidance shown below does not include the possible effects of the Rent.com transaction.

Earnings Guidance

United Dominion believes that the financial results for 2005 will be affected by international, national and regional economic trends and events, the acquisition and/or disposition of apartment communities and other factors. The Company's guidance for the first quarter 2005 FFO is $0.37 to $0.39 per share (diluted) and $1.57 to $1.70 per share (diluted) for the full year 2005. All guidance is based on the current expectations and judgment of the Company's management team.

Detailed assumptions for the Company's 2005 guidance can be found on our website at:

http://media.corporate-ir.net/media_files/irol/11/112440/guidance/

guidance2005.pdf (Due to its length, this URL may need to be copied/pasted into your Internet browser's address field. Remove the extra space if one exists.)

A reconciliation of the range provided for projected 2005 FFO per share for the full year to Earnings Per Share ("EPS") for the full year is as follows:

                                                          2005
                                                 High-end     Low-end
----------------------------------------------------------------------
Funds From Operations(1)                           $1.70        $1.57
----------------------------------------------------------------------
Conversion to GAAP Share Count (2)                  0.22         0.21
----------------------------------------------------------------------
Minority Interest of OP Unit Holders (2)           (0.02)       (0.04)
----------------------------------------------------------------------
Depreciation (3)                                   (1.58)       (1.48)
----------------------------------------------------------------------
Gains (3)                                           0.15         0.30
----------------------------------------------------------------------
Preferred Dividends                                (0.07)       (0.07)
---------------------------------------------=========================
Expected Earnings Per Share                        $0.40        $0.49
----------------------------------------------------------------------

(1) The National Association of Real Estate Investment Trusts
    ("NAREIT") defines funds from operations ("FFO") (April 2002 White
    Paper) as net income (computed in accordance with accounting
    principles generally accepted in the United States (GAAP)),
    excluding gains (or losses) from sales of depreciable property,
    plus depreciation and amortization, and after adjustments for
    unconsolidated partnerships and joint ventures. The Company
    believes that FFO is helpful to investors as a supplemental
    measure of the operating performance of a real estate company
    because it provides investors an understanding of the ability of
    the Company to incur and service debt and to make capital
    expenditures. FFO in and of itself does not represent net income
    or net cash flows from operating activities in accordance with
    GAAP. Therefore, FFO should not be exclusively considered as an
    alternative to net income or to net cash flows from operating
    activities as determined by GAAP or as a measure of liquidity.

(2) Operating Partnership units are not considered to be common stock
    equivalents for GAAP purposes.

(3) Due to the uncertain timing and extent of property dispositions
    and acquisitions, actual results could differ materially from
    expected EPS.

Supplemental Information

The Company offers Supplemental Information that provides information regarding the financial position and operating results of the Company. This Supplemental Information is available on the Company's website at: www.udrt.com/resources/files/Investor_Relations/4Q2004.pdf

    Conference Call Information
    Date: February 1, 2005
    Time: 1:00 p.m. Eastern Time

    To Participate in the Telephone Conference Call:

    Dial in at least five minutes prior to start time.
    Domestic: 800-218-0530
    International: 303-262-2125
    If you have any questions, please contact: Karen Droba
    Phone: 312-640-6770
    E-mail: kdroba@financialrelationsboard.com

    Conference Call Playback:
    Domestic: 800-405-2236
    International: 303-590-3000
    Passcode: 11019477
    The playback can be accessed until March 15, 2005 at midnight EST.

    Webcast

The conference call will also be available on UDR's website at www.udrt.com and at www.ccbn.com. To listen to a live broadcast, go to one of these sites at least 15 minutes prior to the scheduled start time in order to register, download and install any necessary audio software. A replay will also be available for 90 days on UDR's website and also on CCBN's website.

About United Dominion Realty Trust, Inc.

United Dominion is the fourth largest apartment REIT, owning and operating apartment communities nationwide. The Company has a 32-year history during which it has raised the dividend each of the last 28 years. United Dominion is included in the S&P MidCap 400 Index. The Company currently owns 78,855 apartment homes and has 1,311 homes currently under development. Additional information about United Dominion may be found on its Web site at www.udrt.com.

Statements contained in this press release, which are not historical facts, are forward-looking statements, as the term is defined in the Private Securities Litigation Reform Act of 1995. You can identify these forward-looking statements by the Company's use of words such as, "expects," "plans," "estimates," "projects," "intends," "believes," and similar expressions that do not relate to historical matters. Such forward-looking statements are subject to risks and uncertainties which can cause actual results to differ materially from those currently anticipated, due to a number of factors, which include, but are not limited to, unfavorable changes in the apartment market, changing economic conditions, the impact of competition and competitive pricing, acquisitions or new developments not achieving anticipated results, the expectation that approximately 50% of projected 2005 net operating income will come from California, Florida and Metropolitan Washington D.C., delays in completing developments and lease-ups on schedule, difficulties in selling existing apartment communities, and other risk factors discussed in documents filed by the Company with the Securities and Exchange Commission from time to time including the Company's Annual Report on Form 10-K and the Company's Quarterly Reports on Form 10-Q. All forward-looking statements in this press release are made as of today, based upon information known to management as of the date hereof. The Company assumes no obligation to update or revise any of its forward-looking statements even if experience or future changes show that indicated results or events will not be realized.

Attachment 1
-------------

                  UNITED DOMINION REALTY TRUST, INC.
                CONSOLIDATED STATEMENTS OF OPERATIONS
                             (Unaudited)

                             Three Months Ended  Twelve Months Ended
                               December 31,        December 31,
                            ------------------- -------------------
 In thousands, except per
  share amounts               2004      2003      2004      2003
 -------------------------- ------------------- -------------------

 Rental income              $163,832  $138,732  $604,270  $542,894

 Rental  expenses:
         Real estate taxes
          and insurance       18,660    15,782    71,055    62,329
         Personnel            17,387    14,310    63,878    55,252
         Utilities             9,457     8,062    36,625    32,244
         Repair and
          maintenance         10,012     9,785    38,409    34,909
         Administrative and
          marketing            5,816     5,151    21,299    19,793
         Property
          management           4,717     4,242    17,881    16,873
         Other operating
          expenses               375       293     1,226     1,205
                            --------- --------- --------- ---------
                              66,424    57,625   250,373   222,605

         Non-property
          income                 395       365     2,608     1,068

 Other expenses:
         Real estate
          depreciation and
          amortization        49,228    39,106   171,781   145,706
         Interest             35,847    28,444   124,087   117,457
         General and
          administrative       6,081     4,493    19,316    20,626
         Hurricane related
          expenses                 -         -     5,503         -
         Impairment loss on
          investments              -         -         -     1,392 (B)
         Other depreciation
          and amortization       809       869     3,372     3,087
                            --------- --------- --------- ---------
                              91,965    72,912   324,059   288,268

 Income before minority
  interests and
  discontinued operations      5,838     8,560    32,446    33,089
 Minority interests of
  outside partnerships           (15)        -      (182)     (614)
 Minority interests of
  unitholders in operating
  partnerships                    (3)      588      (443)      874
                            --------- --------- --------- ---------
 Income before discontinued
  operations, net of
  minority interests           5,820     9,148    31,821    33,349
 Income from discontinued
  operations, net of
  minority interests
  (including
  gain on sales)(A)           19,693    11,887    65,331    37,055
                            --------- --------- --------- ---------
 Net income                   25,513    21,035    97,152    70,404
 Distributions to preferred
  stockholders - Series B     (2,911)   (2,911)  (11,644)  (11,645)
 Distributions to preferred
  stockholders - Series D
  (Convertible)                 (348)   (1,696)   (3,473)  (12,178)
 Distributions to preferred
  stockholders - Series E
  (Convertible)               (1,000)   (1,138)   (4,414)   (2,503)
 Premium on preferred stock
  conversions                 (1,042)     (921)   (5,729)  (19,271)
                            --------- --------- --------- ---------
 Net income available to
  common stockholders        $20,212   $14,369   $71,892   $24,807
                            ========= ========= ========= =========

 Earnings per weighted
  average common share -
  basic:
      Income/(loss) from
       continuing operations
       available to common
       stockholders, net of
       minority interests      $0.00     $0.02     $0.05    ($0.10)
      Income from
       discontinued
       operations, net of
       minority interests      $0.15     $0.10     $0.51     $0.32
      Net income available
       to common
       stockholders            $0.15     $0.12     $0.56     $0.22

 Earnings per weighted
  average common share -
  diluted:
      Income/(loss)  from
       continuing operations
       available to common
       stockholders, net of
       minority interests      $0.00     $0.02     $0.05    ($0.10)
      Income from
       discontinued
       operations, net of
       minority interests      $0.15     $0.10     $0.51     $0.32
      Net income available
       to common
       stockholders            $0.15     $0.12     $0.56     $0.22

 Common distributions
  declared per share         $0.2925   $0.2850   $1.1700   $1.1400

 Weighted average number of
  common shares outstanding
  - basic                    131,136   121,854   128,097   114,672
 Weighted average number of
  common shares outstanding
  - diluted                  132,172   122,846   129,080   114,672



(A) Discontinued operations represents all properties sold since
    January 1, 2002 and properties that are currently classified as
    held for disposition at December 31, 2004.
(B) Represents the write-off of the Company's investment in Realeum,
    Inc., an unconsolidated development joint venture created to
    develop web-based solutions for multifamily
Attachment 2
--------------

                  UNITED DOMINION REALTY TRUST, INC.
                        FUNDS FROM OPERATIONS
                             (Unaudited)

                                  Three Months       Twelve Months
                                      Ended               Ended
                                  December 31,        December 31,
                                -----------------  -------------------
In thousands, except per share
 amounts                         2004     2003       2004      2003
------------------------------- -----------------  -------------------

Net income                      $25,513  $21,035    $97,152   $70,404

Adjustments:
   Distributions to preferred
    stockholders                 (4,259)  (5,745)   (19,531)  (26,326)
   Real estate depreciation and
    amortization, net of outside
    partners' interest in 2003   49,228   39,106    171,781   145,271
   Minority interests of
    unitholders in operating
    partnership                       3     (588)       443      (874)
   Real estate depreciation
    related to unconsolidated
    entities                         72       60        279       196

Discontinued Operations:
   Real estate depreciation         769    4,100      8,847    17,687
   Minority interests of
    unitholders in operating
    partnership                   1,326      809      4,400     2,521
   Net gain on sale of
    depreciable property        (17,664)  (7,793)   (52,903)  (15,941)
                                -------- --------  --------- ---------
Funds from operations ("FFO") -
 basic                          $54,988  $50,984   $210,468  $192,938
                                ======== ========  ========= =========

   Distribution to preferred
    stockholders - Series D and
    E (Convertible)               1,348    2,834      7,887    14,681

                                -------- --------  --------- ---------
Funds from operations - diluted $56,336  $53,818   $218,355  $207,619
                                ======== ========  ========= =========

   Gains on the disposition of
    real estate developed for
    sale (A)                      1,202        -      1,202       812

                                -------- --------  --------- ---------
FFO with gains on the
 disposition of real estate
 developed for sale - diluted   $57,538  $53,818   $219,557  $208,431
                                ======== ========  ========= =========


Weighted average number of
 common shares and OP Units
 outstanding - basic            139,882  130,565    136,852   122,589
Weighted average number of
 common shares, OP Units, and
 common stock equivalents
 outstanding - diluted          148,302  144,440    145,842   136,975

FFO per common share - basic      $0.39    $0.39      $1.54     $1.57
                                ======== ========  ========= =========
FFO per common share - diluted    $0.39    $0.37      $1.51     $1.52
                                ======== ========  ========= =========


FFO is defined as net income (computed in accordance with GAAP),
excluding gains (or losses) from sales of depreciable property, plus
real estate depreciation and amortization, and after adjustments for
unconsolidated partnerships and joint ventures. This definition
conforms with the National Association of Real Estate Investment
Trust's definition issued in April 2002. United Dominion 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 United
Dominion's 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 December 31, 2004 and 2003,
distributions to preferred stockholders exclude $1.0 million and $0.9
million, respectively, related to premiums on preferred stock
conversions. For the twelve months ended December 31, 2004 and 2003,
distributions to preferred stockholders exclude $5.7 million and $19.3
million, respectively, related to premiums on preferred stock
conversions.

(A) See Attachment 2(A) for further discussion.

Attachment 2(A)
---------------

                  UNITED DOMINION REALTY TRUST, INC.
                   FUNDS FROM OPERATIONS (continued)
                              (Unaudited)

The following is a reconciliation of GAAP gains from the disposition
of real estate developed for sale to gross gains from the disposition
of real estate developed for sale.

                                    Three Months      Twelve Months
                                        Ended              Ended
                                    December 31,       December 31,
                                  -----------------  -----------------
In thousands                        2004      2003     2004     2003
---------------------------------------------------  -----------------
GAAP gains from the disposition of
 real estate developed for sale    $1,278      $ -    $1,278   $1,249
Less: accumulated depreciation        (76)       -       (76)    (437)
                                  -------- --------  -------- --------
Gains from the disposition of real
 estate developed for sale         $1,202      $ -    $1,202     $812
                                  ======== ========  ======== ========

Gains from the disposition of real estate investments developed for
sale is defined as net sales proceeds less a tax provision (such
development by REITs must be conducted in a TRS) and the gross
investment basis of the asset before accumulated depreciation. We
consider FFO with gains/losses on real estate developed for sale to be
a meaningful supplemental measure of performance because the
short-term use of funds produce a profit which differs from the
traditional long-term investment in real estate for REITs.

Attachment 3
-------------

                  UNITED DOMINION REALTY TRUST, INC.
                     CONSOLIDATED BALANCE SHEETS
                             (Unaudited)



In thousands, except share and         December 31,    December 31,
 per share amounts                         2004            2003
-------------------------------------------------------------------

ASSETS

Real estate owned:
 Real estate held for investment        $5,029,516      $3,900,573
   Less: accumulated depreciation         (978,651)       (809,524)
                                       ------------    ------------
                                         4,050,865       3,091,049
 Real estate under development              65,758          29,715
 Real estate held for disposition (net
  of accumulated depreciation of
  $29,236 and $87,106)                     118,786         334,157
                                       ------------    ------------
 Total real estate owned, net of
  accumulated depreciation               4,235,409       3,454,921
Cash and cash equivalents                    7,904           4,824
Restricted cash                              6,086           7,540
Deferred financing costs, net               25,151          21,425
Investment in unconsolidated
 development joint venture                     458           1,673
Funds held in escrow from 1031
 exchanges pending the acquisition of
 real estate                                17,039          14,447
Notes receivable                             5,000          13,000
Other assets                                34,347          25,247
Other assets - real estate held for
 disposition                                   607             566
                                       ------------    ------------
 Total assets                           $4,332,001      $3,543,643
                                       ============    ============

LIABILITIES AND STOCKHOLDERS' EQUITY

Secured debt                            $1,197,924      $1,018,028
Unsecured debt                           1,682,058       1,114,009
Real estate taxes payable                   31,356          29,776
Accrued interest payable                    18,773          12,892
Security deposits and prepaid rent          25,168          21,412
Distributions payable                       44,624          40,623
Accounts payable, accrued expenses, and
 other liabilities                          50,217          44,749
Other liabilities - real estate held
 for disposition                             2,837           4,512
                                       ------------    ------------
 Total liabilities                       3,052,957       2,286,001

Minority interests                          83,593          94,206

Stockholders' equity
 Preferred stock, no par value; $25
  liquidation preference,
   25,000,000 shares authorized;
   5,416,009 shares of 8.60% Series B
    Cumulative Redeemable issued and
    outstanding
      (5,416,009 shares in 2003)           135,400         135,400
   0 shares of 7.50% Series D
    Cumulative Convertible Redeemable
    issued
      and outstanding (2,000,000 shares
       in 2003)                                  -          44,271
   2,803,812 shares of 8.00% Series E
    Cumulative Convertible issued
     and outstanding (3,425,217 shares
      in 2003)                              46,571          56,893
 Common stock, $1 par value; 250,000,000 shares
  authorized
   136,429,592 shares issued and
    outstanding (127,295,126 shares in
    2003)                                  136,430         127,295
 Additional paid-in capital              1,614,916       1,458,983
 Distributions in excess of net income    (731,808)       (651,497)
 Deferred compensation - unearned
  restricted stock awards                   (6,058)         (5,588)
 Notes receivable from officer-
  stockholders                                   -            (459)
 Accumulated other comprehensive loss,
  net                                            -          (1,862)(A)
                                       ------------    ------------
 Total stockholders' equity              1,195,451       1,163,436
                                       ------------    ------------
 Total liabilities and stockholders'
  equity                                $4,332,001      $3,543,643
                                       ============    ============

(A) Represents net unrealized loss on derivative instrument
    transactions.

    CONTACT: United Dominion Realty Trust, Inc.Larry Thede, 720-283-2450
             ir@udrt.comwww.udrt.com

    SOURCE: United Dominion Realty Trust, Inc.