EREIM LP ASSOCIATES
10-Q, 1997-05-15
LESSORS OF REAL PROPERTY, NEC
Previous: ML EQ REAL ESTATE PORTFOLIO L P, 10-Q, 1997-05-15
Next: CRI HOTEL INCOME PARTNERS L P, 10-Q, 1997-05-15



<PAGE>   1
                       SECURITIES AND EXCHANGE COMMISSION
                             Washington, D.C. 20549


                                    FORM 10-Q
                                    ---------


 (Mark One)
    [X]         QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d)
                    OF THE SECURITIES EXCHANGE ACT OF 1934.


                  For the quarterly period ended March 31, 1997
                                                 --------------

                                       OR

    [ ]         TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d)
                     OF THE SECURITIES EXCHANGE ACT OF 1934.


For the transition period from                          to
                                ----------------------     --------------------

                         Commission file number  33-11064
                                                ----------


                               EREIM LP Associates
- --------------------------------------------------------------------------------
       (Exact name of registrant as specified in its governing instrument)

        New York                                        58-1739527
- --------------------------------------------------------------------------------
(State of Organization)                    (I.R.S. Employer Identification No.)


787 Seventh Avenue, New York, New York                        10019
- --------------------------------------------------------------------------------
(Address of principal executive office)                     (Zip Code)
                

(Registrant's telephone number, including area code)      (212) 554-1926
                                                     ---------------------------


         Indicate by check mark whether the registrant (1) has filed all reports
required to be filed by Section 13 or 15(d) of the Securities Exchange Act of
1934 during the preceding 12 months (or for such shorter period that the
registrant was required to file such reports), and (2) has been subject to such
filing requirements for the past 90 days. Yes   X   No
                                              -----    -----
<PAGE>   2
                               EREIM LP ASSOCIATES

                                    CONTENTS



PART I - FINANCIAL INFORMATION


         Item 1 - Financial statements:


                  Balance sheets at March 31, 1997 and December 31, 1996
                  Statements of income for the three months ended
                    March 31, 1997 and 1996
                  Statement of partners' capital for the three months ended
                    March 31, 1997
                  Statements of cash flows for the three months ended March 31,
                    1997 and 1996
                  Notes to financial statements


         Item 2 - Management's Discussion and Analysis of Financial Condition
                    and Results of Operations


PART II - OTHER INFORMATION


         Items 1 through 6
         Signatures
<PAGE>   3
                              EREIM LP ASSOCIATES
                                 BALANCE SHEETS
                      MARCH 31, 1997 AND DECEMBER 31, 1996
                                   (unaudited)




<TABLE>
<CAPTION>
                                                     March 31,     December 31,
                                                       1997            1996
                                                   ------------    ------------
<S>                                                <C>             <C>         
ASSETS
- ------

Cash                                               $     10,000    $     10,000
Guaranty fee receivable from affiliate (Note 1)          89,347         182,980
Investment in joint venture, at equity (Note 2)      33,465,084      32,894,839
                                                   ------------    ------------

TOTAL ASSETS                                       $ 33,564,431    $ 33,087,819
                                                   ============    ============

LIABILITIES AND PARTNERS' CAPITAL
- ---------------------------------

LIABILITIES:

Deferred guaranty fee (Note 1)                     $  1,434,708    $  1,497,086
Accrued liabilities                                      12,710           5,260
Due to affiliates                                        22,274          22,712
                                                   ------------    ------------

TOTAL LIABILITIES                                     1,469,692       1,525,058
                                                   ------------    ------------

PARTNERS' CAPITAL:


General partners:

  Equitable                                          33,105,698      32,548,098
  EREIM LP Corp.                                     (1,010,959)       (985,337)
                                                   ------------    ------------

TOTAL PARTNERS' CAPITAL                              32,094,739      31,562,761
                                                   ------------    ------------

TOTAL LIABILITIES AND PARTNERS' CAPITAL            $ 33,564,431    $ 33,087,819
                                                   ============    ============
</TABLE>



See notes to financial statements.


                                      -3-
<PAGE>   4
                              EREIM LP ASSOCIATES
                              STATEMENTS OF INCOME
               FOR THE THREE MONTHS ENDED MARCH 31, 1997 AND 1996
                                  (unaudited)


<TABLE>
<CAPTION>
                                                        For the Three Months ended
                                                                  March 31,
                                                        --------------------------
                                                             1997         1996
                                                           --------     --------
<S>                                                        <C>          <C>     
REVENUE:

Equity in net income of joint venture (Note 2)             $570,245     $463,731
Guaranty fee from affiliate (Note 1)                        151,725      153,498
                                                           --------     --------

TOTAL REVENUE                                               721,970      617,229
                                                           --------     --------



EXPENSES:


Advisory fees                                                    --       31,154
General and administrative                                    7,012        8,892
                                                           --------     --------

TOTAL EXPENSES                                                7,012       40,046
                                                           --------     --------

NET INCOME                                                 $714,958     $577,183
                                                           ========     ========
</TABLE>



See notes to financial statements.


                                      -4-
<PAGE>   5
                               EREIM LP ASSOCIATES
                         STATEMENT OF PARTNERS' CAPITAL
                    FOR THE THREE MONTHS ENDED MARCH 31, 1997
                                   (unaudited)




<TABLE>
<CAPTION>
                                                      EREIM
                                     Equitable       LP Corp.          Total
                                    -----------    ------------    ------------
<S>                                 <C>            <C>             <C>         
Balance, December 31, 1996          $32,548,098    $  (985,337)    $ 31,562,761

Capital contributions                        --             --               --

Distributions to partners                    --       (182,980)        (182,980)

Net income                              557,600        157,358          714,958
                                    -----------    -----------     ------------

Balance, March 31, 1997             $33,105,698    $(1,010,959)    $ 32,094,739
                                    ===========    ===========     ============
</TABLE>



See notes to financial statements.


                                      -5-
<PAGE>   6
                               EREIM LP ASSOCIATES
                            STATEMENTS OF CASH FLOWS
               FOR THE THREE MONTHS ENDED MARCH 31, 1997 AND 1996
                                   (unaudited)




<TABLE>
<CAPTION>
                                                         March 31,    March 31,
                                                            1997         1996
                                                         ---------    ---------
<S>                                                      <C>          <C>      
CASH FLOWS FROM OPERATING ACTIVITIES:
- -------------------------------------

Net income                                               $ 714,958    $ 577,183
                                                         ---------    ---------

Adjustments to reconcile net income to
  net cash provided by operating activities:

        Equity in net income of joint venture             (570,245)    (463,731)
        Distributions from joint venture                        --      300,000
        Decrease in guaranty fee receivable from
          affiliate                                         93,633       94,437
        Decrease in deferred guaranty fee                  (62,378)     (62,379)
        Increase (decrease) in accrued liabilities           7,450       (3,672)
        Increase (decrease) in due to affiliates              (438)       3,531
                                                         ---------    ---------

Total adjustments                                         (531,978)    (131,814)
                                                         ---------    ---------

NET CASH PROVIDED BY OPERATING ACTIVITIES                  182,980      445,369
                                                         ---------    ---------

CASH FLOWS FROM FINANCING ACTIVITIES:
- -------------------------------------

Contributions from general partners                             --       40,187
Distributions to general partners                         (182,980)    (485,556)
                                                         ---------    ---------

NET CASH USED IN FINANCING ACTIVITIES                     (182,980)    (445,369)
                                                         ---------    ---------

NET CHANGE IN CASH                                              --           --

CASH AT BEGINNING OF PERIOD                                 10,000       10,000
                                                         ---------    ---------

CASH AT END OF PERIOD                                    $  10,000    $  10,000
                                                         =========    =========
</TABLE>



See notes to financial statements.


                                      -6-
<PAGE>   7
                               EREIM LP ASSOCIATES
                          NOTES TO FINANCIAL STATEMENTS
                    FOR THE THREE MONTHS ENDED MARCH 31, 1997
                                   (unaudited)




The financial statements of the Partnership included herein have been prepared
by the Partnership pursuant to the rules and regulations of the Securities and
Exchange Commission. In the opinion of management, the accompanying unaudited
financial statements reflect all adjustments, which are of a normal recurring
nature, to present fairly the Partnership's financial position, results of
operations and cash flows at the dates and for the periods presented. These
financial statements should be read in conjunction with the Partnership's
audited financial statements and notes thereto included in the Partnership's
Annual Report on Form 10-K for the year ended December 31, 1996, as certain
footnote disclosures which would substantially duplicate those contained in such
audited financial statements have been omitted from this report. Interim results
of operations are not necessarily indicative of results to be expected for the
fiscal year.


1. GUARANTY AGREEMENT

The Partnership has entered into a guaranty agreement with EML Associates (the
"Venture") to provide a minimum return to ML/EQ Real Estate Portfolio, L.P.'s
("ML/EQ") limited partners on their capital contributions. Payments on the
guaranty are due 90 days following the earlier of the sale or other disposition
of all the properties and mortgage loans and notes or the liquidation of ML/EQ.
The minimum return will be an amount which, when added to the cumulative
distributions from ML/EQ to its limited partners, will enable ML/EQ to provide
its limited partners with a minimum return equal to their capital contributions
plus a simple annual return of 9.75% on their adjusted capital contributions
calculated from the dates of ML/EQ's investor closings at which investors
acquired their Beneficial Assignee Certificates ("BACs"). Adjusted capital
contributions are the limited partners' original cash contributions reduced by
distributions of sale or financing proceeds and by distributions of certain
funds in reserves, as more particularly described in ML/EQ's Partnership
Agreement. The limited partners' original cash contributions have been adjusted
by that portion of distributions paid through March 31, 1997, resulting from
cash available to ML/EQ as a result of sale or financing proceeds paid to the
Venture.

The minimum return is subject to reduction in the event that certain taxes,
other than local property taxes, are imposed on ML/EQ or the Venture, and is
also subject to certain other limitations. Based upon the assumption that the
last property is sold on December 31, 2002, upon expiration of the term of
ML/EQ, the maximum liability of the Partnership to the Venture under the
guaranty agreement as of March 31, 1997 is limited to $243,594,822, plus the
value of the Partnership's interest in the Venture less any amounts contributed
by the Partnership to fund cash deficits. The Venture has assigned its rights
under the guaranty agreement to ML/EQ. ML/EQ will have recourse under the
guaranty agreement only to the Partnership and EREIM LP Corp. as a general
partner of the Partnership but not to Equitable. Equitable has entered into a
Keep Well Agreement with EREIM LP Corp. to permit EREIM LP Corp. to pay its
obligations with respect to the guaranty agreement as they become due; provided,
however, that the maximum liability of Equitable under the Keep Well Agreement
is an amount equal to the lesser of (i) two percent of the total admitted assets
of Equitable (as determined in accordance with New York Insurance Law) or (ii)
$271,211,250. The Keep Well Agreement provides that only EREIM LP Corp. and its
successors will have the right to enforce Equitable's obligations to make
capital contributions to EREIM LP Corp. to pay its obligation with respect to
the guaranty agreement.


                                      -7-
<PAGE>   8
                               EREIM LP ASSOCIATES
                          NOTES TO FINANCIAL STATEMENTS
                    FOR THE THREE MONTHS ENDED MARCH 31, 1997
                                   (unaudited)




1. GUARANTY AGREEMENT (Continued)

Capital contributions by the BAC Holders totaled $108,484,500. As of March 31,
1997, the cumulative 9.75% simple annual return was $94,520,023. As of March 31,
1997, cumulative distributions by ML/EQ to the BAC Holders totaled $17,151,385,
of which $11,662,084 is attributable to income from operations and $5,489,301 is
attributable to sales of Venture assets, principal payments on Mortgage Loans,
and other capital events. To the extent that future cash distributions to the
limited partners of ML/EQ are insufficient to meet the specified minimum return,
any shortfall will be funded by the guaranty, up to the above described maximum.



2. INVESTMENT IN JOINT VENTURE

In March 1988, ML/EQ had its initial investor closing. ML/EQ contributed
$90,807,268 to the Venture. The Partnership contributed zero coupon mortgage
notes to the Venture in the amount of $22,701,817. The Venture purchased an
additional $5,675,453 of zero coupon mortgage notes from Equitable. 

In May 1988, ML/EQ had its second and final investor closing. ML/EQ contributed
$14,965,119 to the Venture. The Partnership contributed zero coupon mortgage
notes to the Venture in the amount of $3,741,280, including accrued interest.
The Venture purchased an additional $935,320 of zero coupon mortgage notes from
Equitable to bring the total amount of zero coupon mortgage notes owned by the
Venture to $33,053,870, including accrued interest as of the dates of
acquisition. One of the zero notes was accounted for as a deed in lieu of
foreclosure by the Venture on July 22, 1994. The remaining note was due on June
30, 1995. The borrower defaulted on its obligation to repay the loan, and the
collateral, Brookdale Center, was transferred to Equitable and the Venture on
December 16, 1996 as tenants in common, pursuant to a Chapter 11 bankruptcy plan
of reorganization filed with the Bankruptcy Court by the borrower.


                                       -8-
<PAGE>   9
                               EREIM LP ASSOCIATES
                          NOTES TO FINANCIAL STATEMENTS
                    FOR THE THREE MONTHS ENDED MARCH 31, 1997
                                   (unaudited)


2. INVESTMENT IN JOINT VENTURE (Continued)

The financial position and results of operations of the Venture are summarized
as follows:


                          SUMMARY OF FINANCIAL POSITION
                      MARCH 31, 1997 AND DECEMBER 31, 1996
                                   (unaudited)


<TABLE>
<CAPTION>
                                                          March 31       December 31
                                                       -------------    -------------
<S>                                                    <C>              <C>          
Assets:
   Rental properties                                   $ 145,556,767    $ 145,197,804
   Accumulated depreciation                              (16,886,091)     (15,886,436)
                                                       -------------    -------------
     Net rental properties                               128,670,676      129,311,368

   Mortgage loan  receivable                               6,000,000        6,000,000
   Cash and cash equivalents                              26,055,456       25,329,713
   Accounts receivable and accrued investment income       3,962,803        3,532,898
   Deferred rent concessions                               2,213,465        2,178,371
   Deferred leasing costs                                  1,016,947        1,167,420
   Prepaid expenses and other assets                         897,987          683,920
   Interest receivable                                       110,407          111,134
                                                       -------------    -------------

Total assets                                           $ 168,927,741    $ 168,314,824
                                                       =============    =============

Liabilities and equity:
   Accounts payable and accrued real estate expenses   $   2,272,664    $   2,194,256
   Accrued capital expenditures                              200,265        1,120,796
   Security deposits and unearned rent                       629,394          525,578
   Joint venturers' equity                               165,825,418      164,474,194
                                                       -------------    -------------

Total liabilities and equity                           $ 168,927,741    $ 168,314,824
                                                       =============    =============

Partnership's share of joint venture equity            $  33,465,084    $  32,894,839
                                                       =============    =============
</TABLE>


                                      -9-
<PAGE>   10
                               EREIM LP ASSOCIATES
                          NOTES TO FINANCIAL STATEMENTS
                    FOR THE THREE MONTHS ENDED MARCH 31, 1997
                                   (unaudited)


2. INVESTMENT IN JOINT VENTURE (Continued)


                         SUMMARY STATEMENT OF OPERATIONS
               FOR THE THREE MONTHS ENDED MARCH 31, 1997 AND 1996
                                   (unaudited)


<TABLE>
<CAPTION>
                                                                  1997         1996
                                                               ----------   ----------
<S>                                                            <C>          <C>       
Revenue:
   Rental income                                               $6,819,320   $4,865,805
   Lease termination income                                       132,840       26,514
   Interest on loans receivable                                   153,750      744,950
                                                               ----------   ----------

Total revenue                                                   7,105,910    5,637,269
                                                               ----------   ----------

Operating expenses:
   Real estate operating expenses                               2,533,959    2,009,222
   Depreciation and amortization                                1,068,814      932,012
   Real estate taxes                                              830,562      512,607
   Property management fees                                       149,646      112,108
                                                               ----------   ----------

Total operating expenses                                        4,582,981    3,565,949
                                                               ----------   ----------

Income from property operations                                 2,522,929    2,071,320
                                                               ----------   ----------

Other income:
   Interest and other nonoperating income                         328,295      247,335
                                                               ----------   ----------

Total other income                                                328,295      247,335
                                                               ----------   ----------

Net income                                                     $2,851,224   $2,318,655
                                                               ==========   ==========

Partnership's share of equity in net income of joint venture   $  570,245   $  463,731
                                                               ==========   ==========
</TABLE>


                                      -10-
<PAGE>   11
                     MANAGEMENT'S DISCUSSION AND ANALYSIS OF
                  FINANCIAL CONDITION AND RESULTS OF OPERATIONS


         The following analysis of the results of operations and financial
condition of the Partnership should be read in conjunction with the financial
statements and the related notes to financial statements included elsewhere
herein.

Liquidity and Capital Resources

         As of March 31, 1997, the Partnership had cash of $10,000. The cash is
expected to be used for general working capital purposes. The Partnership may
establish additional working capital reserves as the General Partners from time
to time determine are appropriate.

         In addition, at March 31, 1997, the Venture, in which the Partnership
owns a 20% interest, had approximately $26.1 million in cash and cash
equivalents. These funds are intended to be utilized primarily to fund
renovation work expected on The Bank of Delaware Building, to fund possible
costs incurred to increase tenancy at Richland Mall, and to fund other general
working capital requirements. These funds, in addition to reserves from future
operations, may also be used to fund improvements deemed to be necessary on
Brookdale Center.

         Management has established an enhancement, stabilization, and
renovation program for The Bank of Delaware Building which was transferred to
the Venture by deed in lieu of foreclosure on November 15, 1994. Estimated costs
for this program total $4.3 million, of which $1.6 million was incurred in 1995,
$1.2 million was incurred in 1996, and approximately $800,000, $530,000 and
$260,000 is expected to be incurred in 1997, 1998 and 1999. As of March 31,
1997, approximately $2.8 million of these costs had been expended.

        Included in the estimated $4.3 million of renovation expenditures is
approximately $2.3 million for asbestos abatement of which approximately $1.6 
million has been expended. Also included in the $4.3 million is $400,000 for
sprinkler installation, $400,000 for exterior deferred maintenance and
$600,000 for interior and exterior common area cosmetic upgrades. Management
expects these upgrades to give the building a fresher, more inviting look.
Additional costs not included in the above figures are estimated tenant
improvements of $3.0 million. The tenant improvement costs are directly
associated with actual leasing and will only be expended as leasing
transactions occur in the building. As of March 31, 1997, approximately
$244,000 has been expended for tenant improvements. The remaining tenant 
improvement costs of $2.8 million are expected to be expended over the 
next few years to tenant the currently vacant space.

         The Venture anticipates costs to be incurred to increase tenancy at
Richland Mall of approximately $3.8 million, including $2.1 million for tenant
improvements in connection with leasing approximately 55,000 square feet of
space to Redner's Market. Management has executed a lease with Redner's Market
that will expand the current 26,000 square feet in order to accommodate 
Redner's Market. The Redner's Market lease is for an initial 20-year term with
renewal options thereafter. The balance of the funds, approximately $1.7 
million, is to be expended in connection with additional required work to 
relocate tenants in order to accommodate Redner's, as well as other work 
required in connection with the project. Additional funds may be expended in 
connection with any future leasing at the property. As of March 31, 1997, 
approximately $393,000 of these costs have been incurred.

         Reference is made to Note 1 in the Notes to Financial Statements for
information regarding the Guaranty Agreement issued by the Partnership to the
Venture and assigned to ML/EQ, and the related Keep Well Agreement between EREIM
LP Corp. and Equitable.

Financial Condition

         The Partnership's financial statements reflect its proportional
ownership interest in, and its share of the results of operations of, the
Venture, through which the Partnership conducts its business of investment in
real property and first mortgages.


                                      -11-
<PAGE>   12
                     MANAGEMENT'S DISCUSSION AND ANALYSIS OF
                  FINANCIAL CONDITION AND RESULTS OF OPERATIONS


         The decrease in the guaranty fee receivable to approximately $89,000
at March 31, 1997 as compared to approximately $193,000 at December 31, 1996 is
due to the receipt of the semiannual payment in 1997 of $182,980 for the 
deferred portion of the fee covering the period July 1, 1996 to December 31, 
1996, for the purpose of providing the minimum guaranty return. This decrease 
is offset by the accrual of the deferred portion of the guaranty fee for the 
three months ended March 31, 1997.

         The increase in investment in joint venture to $33.5 million at March 
31, 1997 as compared to $32.9 million at December 31, 1996 resulted from the 
excess of equity in net income of the Venture over actual cash distributions 
from the Venture.

         The increase in Equitable's capital account at March 31, 1997 as
compared to December 31, 1996 is attributable to the share of net income of the
Partnership in excess of cash distributions by the Partnership to Equitable.

Results of Operations

         Equity in net income of the Venture for the three months ended March
31, 1997 increased approximately $106,000 to $570,000 from $464,000 for the
three months ended March 31, 1996. The increase is primarily due to increased
net income from several properties and interest income from interest bearing
money market accounts.

         The Partnership did not incur any advisory fees for the three months
ended March 31, 1997 compared to approximately $31,000 for the three months
ended March 31, 1996. No advisory fees were accrued due to a change in the
allocation of fees to the Partnership from Equitable.

         Under the terms of the Brookdale Zero Note, which was secured by 
Brookdale Center, principal and interest in the aggregate amount of $35,368,572,
of which the Venture's portion was $25,345,353, was due on June 30, 1995.
Midwest defaulted on its obligation to repay the Brookdale Zero Note in full on
the maturity date. Notice of default was given to Midwest. For book purposes, 
beginning with the second quarter of 1995, the Venture discontinued the 
accrual of interest on the Brookdale Zero Note as the accreted value of the
mortgage approximated the estimated fair market value of Brookdale Center.
Under the terms of the mortgage agreement, however, the Venture continued to
accrue interest off the books at the effective implicit rate of 10.2% until June
30, 1995. On July 1, 1995, the Venture began to accrue interest off the books at
the default rate of 19.0%.

         Additionally, Equitable and the Venture (collectively referred to as
"Lender") commenced foreclosure by advertisement proceedings and a
court-appointed receiver was named. The receiver was responsible for collecting
rent proceeds from the tenants at Brookdale Center and applying the proceeds to
payments of operating costs at Brookdale Center. Any remaining funds were to be
paid to Lender on account of the Brookdale Zero Note. The Venture recorded cash
received from operations of Brookdale Center on a cash basis as interest income.
During the first quarter of 1996, approximately $825,000 was remitted under the
terms of the receivership. The Venture's portion of these payments was
approximately $591,000.

         As of September 30, 1995, an internal review of Brookdale Center
was performed for the Venture. Based on this review, the estimated fair market
value of Brookdale Center was $30,000,000. The Venture recorded a valuation
allowance of $3,232,210 to value the note at an amount equal to the Venture's
participation interest in the note multiplied by the estimated fair market value
of Brookdale Center, or $21,498,199.

         In April 1996, Lender agreed in principle to a workout arrangement with
Midwest on the Brookdale Zero Note under which Midwest filed for Chapter 11
bankruptcy protection and, with the support of Lender, submitted a plan or
reorganization to the Bankruptcy Court for approval. The workout arrangement was
memorialized in a


                                      -12-
<PAGE>   13
                     MANAGEMENT'S DISCUSSION AND ANALYSIS OF
                  FINANCIAL CONDITION AND RESULTS OF OPERATIONS


nonbinding letter agreement dated April 11, 1996 (the "Letter Agreement")
between Midwest and Equitable and approved by the Board of Directors of EREIM
Managers Corp., the general partner of the Partnership, on behalf of the
Venture.

         On June 20, 1996 , Midwest filed a voluntary petition for Chapter 11
bankruptcy protection, as contemplated by the Letter Agreement, staying the
Brookdale foreclosure proceeding and terminating the receivership arrangement.
As further contemplated by the Letter Agreement, Midwest subsequently obtained
Bankruptcy Court approval to retain the management company that had served as
receiver prior to the bankruptcy filing as Brookdale's property manager.

         In addition, the Bankruptcy Court, with the agreement of Midwest and
Lender, entered a cash collateral order as contemplated by the Letter Agreement,
pursuant to which all positive cash flow generated by the property in excess of
property-related expenses and certain administrative costs of the bankruptcy,
not to exceed $25,000, was paid to the Lender during the bankruptcy. The Venture
recorded cash received from the operation of Brookdale Center as interest
income.

         On December 16, 1996, Brookdale Center was transferred to the Venture
and Equitable, as tenants in common, pursuant to a Chapter 11 bankruptcy plan
for Midwest that was approved by the Bankruptcy Court on November 25, 1996. The
consideration for this transfer was (i) release of Midwest from its obligation
under the Brookdale Zero Note and (ii) payment of Midwest of $500,000, of which
the Venture's portion was $358,303. An internal review of the property,
performed for the Venture as of the date of transfer, estimated the fair market
value of Brookdale Center to be $21,700,000, of which the Venture's portion was
$15,550,364. Following the transfer, Brookdale Center was reclassified from zero
coupon mortgage note receivable to rental properties and income and expenses
were recorded from that date. The Venture recognized a loss of $6,211,644 to
record its interest in the Brookdale Center at its estimated fair market value.

         Inflation has been at relatively low levels during the periods
presented in the financial statements and, as a result, has not had a
significant effect on the operations of the Partnership, the Venture, or their
investments. Over the past several years, the rate of inflation has exceeded the
rate of rental rate growth in many of the Venture's properties. During the
recent real estate downturn, rental rates dropped, indicating a negative growth
rate. This negative growth appears to have ceased.  Rental rates have stopped
dropping in many of the properties' markets and, in some markets, rental rates 
are experiencing an increase. Any significant recovery in rental
rates will likely occur over an extended period of time. It appears that certain
property types in particular market areas are at cyclical heights relative to
market values. Based on the upturn in the market for certain of the Venture's 
properties, the Partnership may consider the sale of certain assets.


                                      -13-
<PAGE>   14
                                     PART II



Item l.           Legal Proceedings

                  Response: None

Item 2.           Changes in Securities

                  Response: None

Item 3.           Default Upon Senior Securities

                  Response: None

Item 4.           Submission of Matters to a Vote of Security Holders

                  Response: None

Item 5.           Other Information

                  Response: None

Item 6.           Exhibits and Reports on Form 8-K

                  Response:

                  a) Exhibits

                           27  Financial Data Schedule (for SEC filing purposes
                               only)

                  b) Reports

                           None


                                      -14-
<PAGE>   15
         Pursuant to the requirements of Section 13 or 15 (d) of the Securities
Exchange Act of 1934, the Partnership has duly caused this report to be signed
on its behalf by the undersigned, thereunto duly authorized.


                                             EREIM LP Associates

                                             By: EREIM LP Corp.
                                                 General Partner




                                             By: Harry D. Pierandri
                                                 -------------------------------
                                                 Harry D. Pierandri
                                                 President



Dated: May 15, 1997




                                      -15-
<PAGE>   16
                                  EXHIBIT INDEX



<TABLE>
<CAPTION>
Exhibit No.                           Description
- ----------        ------------------------------------------------------
   <S>            <C>
   27             Financial Data Schedule (for SEC filing purposes only)

</TABLE>




                                      -16-

<TABLE> <S> <C>

<ARTICLE> 5
<LEGEND>
THIS SCHEDULE CONTAINS SUMMARY FINANCIAL INFORMATION EXTRACTED FROM THE
FINANCIAL STATEMENTS OF EREIM LP ASSOCIATES FOR THE PERIOD ENDED MARCH 31, 1997
AND IS QUALIFIED IN ITS ENTIRETY BY REFERENCE TO SUCH FINANCIAL STATEMENTS.
</LEGEND>
       
<S>                             <C>
<PERIOD-TYPE>                   3-MOS
<FISCAL-YEAR-END>                          DEC-31-1997
<PERIOD-START>                             JAN-01-1997
<PERIOD-END>                               MAR-31-1997
<CASH>                                          10,000
<SECURITIES>                                         0
<RECEIVABLES>                                   89,347
<ALLOWANCES>                                         0
<INVENTORY>                                          0
<CURRENT-ASSETS>                                99,347
<PP&E>                                               0
<DEPRECIATION>                                       0
<TOTAL-ASSETS>                              33,564,431
<CURRENT-LIABILITIES>                           34,984
<BONDS>                                              0
                                0
                                          0
<COMMON>                                             0
<OTHER-SE>                                  32,094,739
<TOTAL-LIABILITY-AND-EQUITY>                33,564,431
<SALES>                                              0
<TOTAL-REVENUES>                               721,970
<CGS>                                                0
<TOTAL-COSTS>                                        0
<OTHER-EXPENSES>                                     0
<LOSS-PROVISION>                                     0
<INTEREST-EXPENSE>                                   0
<INCOME-PRETAX>                                714,958
<INCOME-TAX>                                         0
<INCOME-CONTINUING>                            714,958
<DISCONTINUED>                                       0
<EXTRAORDINARY>                                      0
<CHANGES>                                            0
<NET-INCOME>                                   714,958
<EPS-PRIMARY>                                        0
<EPS-DILUTED>                                        0
        

</TABLE>


© 2022 IncJournal is not affiliated with or endorsed by the U.S. Securities and Exchange Commission