UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D. C. 20549
FORM 8-K
CURRENT REPORT
Pursuant to Section 13 or 15(d) of the
Securities Exchange Act of 1934
December 24, 1996
(Date of Report)
EVANS WITHYCOMBE RESIDENTIAL, INC.
(Exact name of registrant as specified in its charter)
1-13256
(Commission File No.)
Maryland 86-0766008
(State or other jurisdiction (I.R.S. employer identification no.)
of incorporation or organization)
6991 East Camelback Road, Suite A200, Scottsdale, Arizona 85251
(Address of principal executive offices)
(602) 840-1040
(Registrant's telephone number, including area code)
<PAGE>
Item 2. ACQUISITION OR DISPOSITION OF ASSETS
Capitalized terms not defined herein are used as defined in Evans Withycombe
Residential, Inc.'s (the "Company") Annual Report on Form 10-K for the year
ended December 31, 1995 and the Company's Quarterly Report on Form 10-Q for the
three months ended September 30, 1996.
ACQUISITIONS
The Company has acquired six multifamily residential properties during the
period from October 31, 1995 through December 6, 1996. The cash portion of these
transactions was financed primarily through the Company's Credit Facility with a
Bank Group, Bank One Arizona, NA, as administrative agent, and Bank of America
NTSA and Wells Fargo, NA, as co-agents. Descriptions of the acquired properties
are as follows.
1995 Acquisitions
- -----------------
SUPERSTITION VISTA APARTMENTS, MESA, ARIZONA
On October 31, 1995, the Company acquired Superstition Vista, a multifamily
apartment community located in Mesa, Arizona. Superstition Vista was
approximately 96 percent occupied as of December 1, 1996. The property consists
of 316 units in 24 two story buildings on approximately 16 acres. Amenities
include a clubhouse, tennis courts, basketball court, two swimming pools and
spas.
TERMS OF THE PURCHASE
Superstition Vista was purchased from an unaffiliated third party for
approximately $13.5 million, which included a $13 million, 60 day carry back
note. The carry back note was paid in full on January 6, 1996 using proceeds
from the Credit Facility.
THE ASHTON APARTMENTS (formerly Stone Ridge Apartments), CORONA HILLS,
CALIFORNIA
On December 12, 1995, the Company acquired The Ashton, a multifamily apartment
community located in Corona Hills, California. The Ashton was approximately 94
percent occupied at December 1, 1996. The property consists of 492 units in 53
two story buildings on approximately 24 acres. Amenities include a clubhouse,
volleyball court, exercise room, three swimming pools and two spas.
TERMS OF THE PURCHASE
The Ashton was purchased from an unaffiliated third party for approximately
$21.7 million, which included the assumption of $17.3 million variable rate tax
exempt bonds, $900,000 cash and the issuance of approximately 180,000 Operating
Partnership Units. The tax exempt bonds are secured by a $17.8 million letter of
credit.
1996 Acquisitions
- -----------------
CANYON CREST VIEWS APARTMENTS, RIVERSIDE, CALIFORNIA
On June 27, 1996, the Company acquired Canyon Crest Views, a multifamily
apartment community located in Riverside, California. Canyon Crest Views was
approximately 96 percent occupied at December 1, 1996. The property consists of
178 units in 54 one, two and three story condominium type apartment buildings on
approximately 10.7 acres. Amenities include one and two car garages, two
swimming pools and two spas.
1
<PAGE>
TERMS OF THE PURCHASE
Canyon Crest Views was purchased from an unaffiliated third party for
approximately $12.8 million in cash.
PORTOFINO APARTMENTS, CHINO HILLS, CALIFORNIA
On July 31, 1996, the Company acquired Portofino, a multifamily apartment
community located in Chino Hills, California. Portofino was approximately 99
percent occupied at December 1, 1996. The property consists of 176 units in 19
two story apartment buildings on approximately 11 acres. Amenities include
garages, storage units, swimming pool and spa.
TERMS OF THE PURCHASE
Portofino was purchased from an unaffiliated third party for approximately $12.2
million in cash.
PARKVIEW TERRACE CLUB APARTMENTS, REDLANDS, CALIFORNIA
On July 31, 1996, the Company acquired Parkview Terrace Club, a multifamily
apartment community located in Redlands, California. Parkview Terrace Club was
approximately 96 percent occupied at December 1, 1996. The property consists of
558 units in 43 two story apartment buildings on approximately 32.3 acres.
Amenities include a clubhouse, basketball and volleyball courts, exercise room,
three swimming pools and three spas.
TERMS OF THE PURCHASE
Parkview Terrace Club was purchased from an unaffiliated third party for
approximately $32 million, which included the assumption of $22.65 million
variable rate tax exempt bonds and $9.35 million in cash. The tax exempt bonds
are secured by a $22.8 million letter of credit.
REDLANDS LAWN &TENNIS CLUB APARTMENTS, REDLANDS, CALIFORNIA
On December 6, 1996, the Company acquired Redlands Lawn & Tennis Club, a
multifamily apartment community located in Redlands, California. Redlands Lawn &
Tennis Club was approximately 85 percent occupied at December 6, 1996. The
property consists of 496 units in 31 two story apartment buildings on
approximately 27 acres. Amenities include a clubhouse, basketball courts, tennis
courts, indoor racquetball courts, exercise room, three swimming pools and three
spas.
TERMS OF THE PURCHASE
Redlands Lawn & Tennis Club was purchased from an unaffiliated third party for
approximately $28.8 million, which included the assumption of $24 million
variable rate tax exempt bonds and $4.8 million in cash. The tax exempt bonds
are secured by a $24.6 million letter of credit.
2
<PAGE>
Item 7. FINANCIAL STATEMENTS AND EXHIBITS
A. Financial Statements of Properties Acquired
<TABLE>
<CAPTION>
Page
----
<S> <C>
o Parkview Terrace Club Apartments F-1
Statements of Excess of Revenues over Specific Operating Expenses
o Redlands Lawn & Tennis Club Apartments F-5
Statements of Excess of Revenues over Specific Operating Expenses
B. Pro Forma Consolidated Financial Information F-9
o Pro Forma Consolidated Balance Sheet as of September 30, 1996 F-10
o Pro Forma Consolidated Statement of Income for the nine months ended September 30, 1996 F-11
o Pro Forma Consolidated Statement of Income for the year ended December 31, 1995 F-13
C. Exhibits
o 23.1 Consent of Ernst & Young LLP F-15
</TABLE>
No information is required under Items 1, 3, 4, and 6 and these items have
therefore been omitted.
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 thereunto duly authorized.
EVANS WITHYCOMBE RESIDENTIAL, INC.
December 24, 1996 /s/ Paul R. Fannin
- ---------------------- -------------------------
(Date) Paul R. Fannin,
Senior Vice President and
Chief Financial Officer
3
<PAGE>
Parkview Terrace Club Apartments
Statements of Excess of Revenues Over Specific Operating Expenses
Year ended December 31, 1995 (Audited)
and the period from January 1, 1996 to July 31, 1996 (Unaudited)
Table of Contents
Report of Independent Auditors.............................................. F-2
Statements of Excess of Revenues Over Specific Operating Expenses........... F-3
Notes to Statements of Excess of Revenues Over Specific Operating Expenses.. F-4
F-1
<PAGE>
Report of Independent Auditors
Board of Directors and Stockholders
Evans Withycombe Residential, Inc.
We have audited the accompanying statement of excess of revenues over specific
operating expenses of Parkview Terrace Club Apartments (the "Community") for the
year ended December 31, 1995. This financial statement is the responsibility of
the Community's management. Our responsibility is to express an opinion on this
financial statement based on our audit.
We conducted our audit in accordance with generally accepted auditing standards.
Those standards require that we plan and perform the audit to obtain reasonable
assurance about whether the financial statement of excess of revenues over
specific operating expenses is free of material misstatement. An audit includes
examining, on a test basis, evidence supporting the amounts and disclosures in
the financial statements. An audit also includes assessing the accounting
principles used and significant estimates made by management, as well as
evaluating the overall financial statement presentation. We believe that our
audit provides a reasonable basis for our opinion.
As described in Note 2, the financial statement of excess of revenues over
specific operating expenses excludes certain expenses that would not be
comparable to the operations of the Community after acquisition by Evans
Withycombe Residential, Inc. The accompanying financial statement was prepared
for the purpose of complying with the rules and regulations of the Securities
and Exchange Commission and is not intended to be a complete presentation of the
Community's revenues and expenses.
In our opinion, the financial statement referred to above presents fairly, in
all material respects, the excess of revenues over specific operating expenses
(exclusive of expenses described in Note 2) of Parkview Terrace Club Apartments
for the year ended December 31, 1995 in conformity with generally accepted
accounting principles.
Ernst & Young LLP
Phoenix, Arizona
December 17, 1996
F-2
<PAGE>
Parkview Terrace Club Apartments
Statements of Excess of Revenues Over Specific Operating Expenses
<TABLE>
<CAPTION>
Year ended Period from
December 31, 1995 January 1 to July
31, 1996
----------------------------------------
(Unaudited)
<S> <C> <C>
Revenues
Rental $ 4,152,554 $ 2,449,579
Interest and other 107,303 56,790
----------------------------------------
4,259,857 2,506,369
Specific operating expenses
Repairs and maintenance 505,674 301,699
Other property operating 659,815 356,374
Advertising 49,927 12,495
Real estate taxes 323,361 177,510
----------------------------------------
1,538,777 848,078
----------------------------------------
Excess of revenues over specific operating expenses $ 2,721,080 $ 1,658,291
========================================
</TABLE>
See accompanying notes. F-3
<PAGE>
Parkview Terrace Club Apartments
Notes to Statements of Excess of Revenues Over Specific Operating Expenses
1. Organization and Significant Accounting Policies
Description of Property
Evans Withycombe Residential, Inc. (the "Company") owns a 100% interest in
Parkview Terrace Club Apartments (the "Community"), a 558-unit, multi-building
apartment complex located in Redlands, California. The Company purchased the
Community for approximately $32 million in July 1996.
Revenue Recognition
Rental income attributable to residential leases is recorded when due from
residents. Leases are for periods of up to one year, with rental payments due
monthly.
Use of Estimates
The preparation of the financial statements of excess of revenues over specific
operating expenses in conformity with generally accepted accounting principles
requires management to make estimates and assumptions that affect the amounts
reported in the financial statements and accompanying notes. Actual results
could differ from those estimates.
2. Basis of Accounting
The accompanying statements of revenues over specific operating expenses are
presented on the accrual basis. These statements have been prepared in
accordance with the applicable rules and regulations of the Securities and
Exchange Commission for real estate properties. Accordingly, the statements
exclude certain historical expenses not comparable to the operations of the
property after acquisition, such as depreciation, interest, and management fees.
See accompanying notes. F-4
<PAGE>
Redlands Lawn and Tennis Club Apartments
Statements of Excess of Revenues Over Specific Operating Expenses
Year ended December 31, 1995 (Audited)
and the period from January 1, 1996 to November 30, 1996 (Unaudited)
Table of Contents
Report of Independent Auditors.............................................. F-6
Statements of Excess of Revenues Over Specific Operating Expenses........... F-7
Notes to Statements of Excess of Revenues Over Specific Operating Expenses.. F-8
F-5
<PAGE>
Report of Independent Auditors
Board of Directors and Stockholders
Evans Withycombe Residential, Inc.
We have audited the accompanying statement of excess of revenues over specific
operating expenses of Redlands Lawn and Tennis Club Apartments (the "Community")
for the year ended December 31, 1995. This financial statement is the
responsibility of the Community's management. Our responsibility is to express
an opinion on this financial statement based on our audit.
We conducted our audit in accordance with generally accepted auditing standards.
Those standards require that we plan and perform the audit to obtain reasonable
assurance about whether the financial statement of excess of revenues over
specific operating expenses is free of material misstatement. An audit includes
examining, on a test basis, evidence supporting the amounts and disclosures in
the financial statements. An audit also includes assessing the accounting
principles used and significant estimates made by management, as well as
evaluating the overall financial statement presentation. We believe that our
audit provides a reasonable basis for our opinion.
As described in Note 2, the financial statement of excess of revenues over
specific operating expenses excludes certain expenses that would not be
comparable to the operations of the Community after acquisition by Evans
Withycombe Residential, Inc. The accompanying financial statement was prepared
for the purpose of complying with the rules and regulations of the Securities
and Exchange Commission and is not intended to be a complete presentation of the
Community's revenues and expenses.
In our opinion, the financial statement referred to above presents fairly, in
all material respects, the excess of revenues over specific operating expenses
(exclusive of expenses described in Note 2) of Redlands Lawn and Tennis Club
Apartments for the year ended December 31, 1995 in conformity with generally
accepted accounting principles.
Ernst & Young LLP
Phoenix, Arizona
December 17, 1996
F-6
<PAGE>
Redlands Lawn and Tennis Club Apartments
Statements of Excess of Revenues Over Specific Operating Expenses
<TABLE>
<CAPTION>
Period from January
Year ended 1, to November 30,
December 31, 1995 1996
----------------------------------------
(Unaudited)
<S> <C> <C>
Revenues
Rental $ 3,405,132 $ 3,092,405
Interest and other 126,094 146,642
----------------------------------------
3,531,226 3,239,047
Specific operating expenses
Repairs and maintenance 486,537 468,927
Other property operating 619,549 537,132
Advertising 79,150 92,737
Real estate taxes 259,985 265,752
----------------------------------------
1,445,221 1,364,548
----------------------------------------
Excess of revenues over specific operating expenses $ 2,086,005 $ 1,874,499
========================================
</TABLE>
See accompanying notes. F-7
<PAGE>
Redlands Lawn and Tennis Club Apartments
Notes to Statements of Excess of Revenues Over Specific Operating Expenses
1. Organization and Significant Accounting Policies
Description of Property
Evans Withycombe Residential, Inc. (the "Company") owns a 100% interest in
Redlands Lawn and Tennis Club Apartments (the "Community"), a 496-unit,
multi-building apartment complex located in Redlands, California. The Company
purchased the Community for approximately $28.8 million in December 1996.
Revenue Recognition
Rental income attributable to residential leases is recorded when due from
residents. Leases are for periods of up to one year, with rental payments due
monthly.
Use of Estimates
The preparation of the financial statements of excess of revenues over specific
operating expenses in conformity with generally accepted accounting principles
requires management to make estimates and assumptions that affect the amounts
reported in the financial statements and accompanying notes. Actual results
could differ from those estimates.
2. Basis of Accounting
The accompanying statements of revenues over specific operating expenses are
presented on the accrual basis. These statements have been prepared in
accordance with the applicable rules and regulations of the Securities and
Exchange Commission for real estate properties. Accordingly, the statements
exclude certain historical expenses not comparable to the operations of the
property after acquisition, such as depreciation, interest, and management fees.
See accompanying notes. F-8
<PAGE>
Evans Withycombe Residential, Inc.
Pro Forma Consolidated Financial Statements
Required under Item 7(b) of Form 8-K
Capitalized terms not defined herein are used as defined in the Company's Annual
Report on Form 10-K for the year ended December 31, 1995 and the Company's
Quarterly Report on Form 10-Q for the three months ended September 30, 1996.
The following unaudited Pro Forma Balance Sheet as of September 30, 1996 and
Statement of Income for the nine months ended September 30, 1996 have been
presented as if the May 1996 Common Stock Offering and the 1996 acquisition of 4
multifamily residential properties had occurred on January 1, 1996 (or are
included on a Pro forma basis as described in Note A of the Pro Forma
Consolidated Balance Sheet as of September 30,1996.
The following unaudited Pro Forma Statement of Income for the year ended
December 31, 1995 has been presented as if the May 1996 Common Stock Offering,
the 1996 acquisition of 4 multifamily residential properties, and the 1995
acquisition of 2 multifamily residential properties had occurred on January 1,
1995.
The unaudited Pro Forma Consolidated Financial Statements are not necessarily
indicative of the results of future operations, nor the results of historical
operations, had all the transactions occurred as described above on either
January 1, 1995 or January 1, 1996.
The Pro Forma Consolidated Financial Statements should be read in conjunction
with the accompanying notes to Pro Forma Consolidated Financial Statements,
Quarterly Report on Form 10-Q for the three months ended September 30, 1996 and
Statements of Excess of Revenues over Specific Operating Expenses (included
elsewhere herein).
See accompanying notes. F-9
<PAGE>
Evans Withycombe Residential, Inc.
Pro Forma Consolidated Balance Sheet
As of September 30, 1996
(Unaudited)
(Amounts in thousands)
<TABLE>
<CAPTION>
1996
Most Recent
Acquired
Property
Historical (A) Proforma
------------------- ------------------- ------------------
<S> <C> <C> <C>
Assets
Real estate, net $ 680,647 $ 28,800 $ 709,447
Cash and cash equivalents 1,392 - 1,392
Restricted cash 893 625 1,518
Accounts and notes receivable 3,268 - 3,268
Deferred costs, net 4,209 - 4,209
Other assets 1,816 - 1,816
------------------- ------------------- ------------------
Total assets $ 692,225 $ 29,425 $ 721,650
=================== =================== ==================
Liabilities and stockholders' equity
Mortgage and notes payable $ 376,386 $ 29,425 $ 405,811
Accounts payable and other liabilities 8,954 - 8,954
Dividends payable 7,308 - 7,308
Accrued interest 746 - 746
Accrued property taxes 4,559 - 4,559
Resident security deposits 1,655 - 1,655
Prepaid rent 779 - 779
------------------- ------------------- ------------------
Total liabilities 400,387 29,425 429,812
Minority interest 61,141 - 61,141
Stockholders' equity:
Preferred stock - - -
Common stock 183 - 183
Additional paid-in capital 251,063 - 251,063
Accumulated deficit (20,549) - (20,549)
Total stockholders' equity 230,697 - 230,697
------------------- ------------------- ------------------
Total liabilities and stockholders' equity $ 692,225 $ 29,425 $ 721,650
=================== =================== ==================
</TABLE>
(A) Reflects the most recent multifamily residential property acquisition,
Redlands Lawn & Tennis Club (acquired December 6, 1996). In connection
with such acquisition the amounts presented include the initial purchase
price as well as subsequent closing costs incurred as identified in the
acquisition process, sinking fund deposit, and the assumption of $24.0
million of mortgage indebtedness secured by Redlands Lawn and Tennis Club
and proceeds from the Credit Facility.
See accompanying notes. F-10
<PAGE>
Evans Withycombe Residential, Inc.
Pro Forma Consolidated Statement of Income
For the Nine Months Ended September 30, 1996
(Unaudited)
(Amounts in thousands except for share data)
<TABLE>
<CAPTION>
1996 Repayment
Acquired of Credit
Properties Facility Adjustments
Historical (A) (B) (C) Proforma
-------------- --------------- --------------- ---------------- --------------
<S> <C> <C> <C> <C> <C>
Revenues:
Rental $ 68,565 $ 6,855 $ $ - $ 75,420
Third party management fees 1,054 - - - 1,054
Interest and other 4,622 231 - - 4,853
Total revenues ------------- -------------- -------------- --------------- -------------
74,241 7,086 - - 81,327
Expenses:
Repairs and maintenance 8,791 807 - - 9,598
Property operating 9,047 1,210 - - 10,257
Advertising 1,549 99 - - 1,648
Real estate taxes 4,946 576 - - 5,522
Property management 2,429 - - - 2,429
General and administrative 1,366 - - - 1,366
Interest 17,144 - (1,250) 3,919 19,813
Depreciation and amortization 15,077 - - 1,115 16,192
------------- -------------- -------------- --------------- -------------
Total expenses 60,349 2,692 (1,250) 5,034 66,825
------------- -------------- -------------- --------------- -------------
Income (loss) before minority interest 13,892 $ 4,394 $ 1,250 $ (5,034) 14,502
Minority interest (3,051) ============== ============== =============== (3,001)
------------- -------------
Net income $ 10,841 $ 11,501
============= =============
Earnings per share $ 0.63 $ 0.63
============= =============
Weighted average shares
outstanding (D) 17,118,499 18,240,563
============= =============
</TABLE>
See accompanying notes. F-11
<PAGE>
(A) Reflects the results of operations for Canyon Crest Views, Portofino,
Parkview Terrace Club and Redlands Lawn and Tennis Club (acquired from
June 27, 1996 through December 6, 1996) (collectively the "1996 Acquired
Properties"). The amounts represent approximately the historical amounts
for certain revenues and expenses for the periods from January 1, 1996
through the respective acquisition dates for each property.
(B) Reduction in interest expense reflecting the effect of the paydown on the
Credit Facility from the proceeds from the issuance of 2,088,889 shares
of common stock in connection with the May 1996 Common Stock Offering as
if it had been completed as of January 1, 1996.
(C) Interest:
Includes interest expense related to the 1996 acquisitions including the
assumption of mortgage indebtedness for the 1996 Acquired Properties and
funding of the balance of the acquisition price through proceeds from the
Credit Facility.
Depreciation expense:
Reflects depreciation expense incurred on the 1996 Acquired Properties
using the acquisition price of the respective property as if acquired on
January 1, 1996.
(D) Pro forma weighted average Common Shares outstanding for the nine months
ended September 30, 1996 was 18.2 million shares which includes the 16.1
million Common Shares outstanding at December 31, 1995 and reflects the
issuance of 2,088,889 shares of Common Stock related to the May 1996
Common Stock Offering as if it had been completed as of January 1, 1996.
See accompanying notes. F-12
<PAGE>
Evans Withycombe Residential, Inc.
Pro Forma Consolidated Statement of Income
For the Year Ended December 31, 1995
(Unaudited)
(Amounts in thousands except for share data)
<TABLE>
<CAPTION>
1995 1996 Repayment
Acquired Acquired of Credit
Properties Properties Facility Adjustments
Historical (A) (B) (C) (D) Proforma
--------------- ------------- -------------- -------------- --------------- ---------------
<S> <C> <C> <C> <C> <C> <C>
Revenues:
Rental $ 68,864 $ 5,007 $ 11,030 $ - $ - $ 84,901
Third party management fees 1,268 - - - - 1,268
Interest and other 4,478 189 366 - - 5,033
-------------- ------------ ------------- ------------- -------------- --------------
Total revenues 74,610 5,196 11,396 - - 91,202
Expenses:
Repairs and maintenance 8,293 683 1,275 - - 10,251
Property operating 8,699 876 1,939 - - 11,514
Advertising 1,244 87 150 - - 1,481
Real estate taxes 4,723 367 931 - - 6,021
Property management 2,825 - - - - 2,825
General and administrative 1,588 - - - - 1,588
Interest 12,650 - - (3,000) 7,168 16,818
Depreciation and
amortization 13,762 - - - 2,609 16,371
-------------- ------------ ------------- ------------- -------------- --------------
Total expenses 53,784 2,013 4,295 (3,000) 9,777 66,869
-------------- ------------ ------------- ------------- -------------- --------------
Income (loss) before minority 20,826 $ 3,183 $ 7,101 $ 3,000 $ (9,777) 24,333
interest ============ ============= ============= ==============
Minority interest (4,594) (5,036)
-------------- --------------
Net income $ 16,232 $ 19,297
============== ==============
Earnings per share $ 1.01 $ 1.06
============== ==============
Weighted average shares
outstanding (E) 16,053,453 18,142,342
============== ==============
</TABLE>
(A) Reflects the results of operations for the 1995 Acquired Properties.
The amounts presented represent the approximate historical amounts for
certain revenues and expenses for the periods from January 1, 1995
through the respective acquisition dates for each property.
(B) Reflects the results of operations for the 1996 Acquired Properties.
The amounts presented represent approximately the historical amounts
for certain revenues and expenses for the year ended December 31, 1995.
(C) Reduction in interest expense reflecting the effect of the paydown on
the Credit Facility from the proceeds from the issuance of 2,088,889
shares of common stock in connection with the May 1996 Common Stock
Offering as if it had been completed as of January 1, 1995.
See accompanying notes. F-13
<PAGE>
(D) Interest:
Includes interest expense related to the 1995 and 1996 acquisitions
including the assumption of mortgage indebtedness for the 1995 and 1996
Acquired Properties and funding of the balance of the acquisition price
through proceeds from the Credit Facility.
Depreciation expense:
Reflects annualized depreciation expense incurred on the 1995 and 1996
Acquired Properties as if acquired as of January 1, 1995.
(E) Pro forma weighted average Common Shares outstanding for the year ended
December 31, 1995 was 18.1 million which includes the 16.0 million
Common Shares outstanding at December 31, 1994 and reflects the
issuance of 2,088,889 shares of Common Stock related to the May 1996
Common Stock Offering as if it had been completed as of January 1,
1995.
See accompanying notes. F-14
<PAGE>
CONSENT OF ERNST & YOUNG LLP, INDEPENDENT AUDITORS
We consent to the incorporation by reference in the Registration Statement of
Evans Withycombe Residential, Inc. on Form S-3, as amended (File No. 333-17805),
and the related Prospectus of our reports dated December 17, 1996 with respect
to the Statements of Excess of Revenues over Specific Operating Expenses of
Parkview Terrace Club Apartments and Redlands Lawn and Tennis Club Apartments
for the year ended December 31, 1995, in the Current Report of Evans Withycombe
Residential, Inc. on Form 8-K, dated December 24, 1996.
Ernst & Young LLP
Phoenix, Arizona
December 24, 1996
F-15
