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SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
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FORM 10/A
AMENDMENT NO. 1
GENERAL FORM FOR REGISTRATION OF SECURITIES
PURSUANT TO SECTION 12(b) OR 12(g) OF
THE SECURITIES EXCHANGE ACT OF 1934
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EVANS WITHYCOMBE RESIDENTIAL, L.P.
(Exact name of registrant as specified in its charter)
Delaware 86-0766007
(State or Other Jurisdiction (I.R.S. Employer Identification No.)
of Incorporation or Organization)
6991 East Camelback Road, Suite A-200
Scottsdale, Arizona 85251
(Address of principal executive offices)
(602) 840-1040
(Registrant's telephone number, including area code)
SECURITIES REGISTERED PURSUANT TO SECTION 12(b) OF THE ACT:
Title of Each Class Name of Each Exchange on Which
to be so Registered Each Class is to be Registered
- --------------------- --------------------------------
Not applicable Not applicable
SECURITIES REGISTERED PURSUANT TO SECTION 12(g) OF THE ACT:
Title of Class
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Partnership Interests ("Units")
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ITEM 1. BUSINESS
Evans Withycombe Residential, L.P. (the "Operating Partnership") is one
of the largest developers and managers of upscale apartment communities in
Arizona and has expanded its operations into selected sub-markets in Southern
California. At February 28, 1997, the Operating Partnership's property
portfolio consists of stabilized properties and properties under construction
and in lease-up. The Operating Partnership owns and manages 44 stabilized
multifamily apartment communities located in Arizona and six stabilized
multifamily communities in Southern California, containing a total of 14,187
apartments, of which 12,125 are in Arizona and 2,062 are in Southern
California. The 50 stabilized communities in Arizona and California are
referred to herein as the "Stabilized Communities." The Operating
Partnership is also in the process of developing or expanding five apartment
communities in Arizona with a total of 1,198 apartments (the "Communities
Under Construction" and, together with the Stabilized Communities, the
"Communities"). The Operating Partnership considers a property stabilized
when it reaches the average occupancy level of its respective sub-market.
The Operating Partnership has also entered into an agreement to purchase an
additional apartment community in Southern California containing 336
apartment units for a purchase price of $23.0 million, including the
assumption of certain debt. The Operating Partnership owns sites intended
for the development of three additional multifamily apartment communities in
Phoenix, and a site intended for the expansion of one of the Communities
Under Construction.
ORGANIZATION STRUCTURE
The general partner of the Operating Partnership, Evans Withycombe
Residential, Inc. (the "Company"), operates as a self-administered and
self-managed real estate investment trust (a "REIT"). All of the Communities
and substantially all other assets of the Company are held by, and
substantially all of the Company's operations are conducted through, the
Operating Partnership (either directly or through subsidiaries). The Company
is the sole general partner and also a limited partner of the Operating
Partnership and owns an approximately 79.7% interest therein at December 31,
1996. To maintain the Company's qualification as a REIT while realizing
income from its fee management and related service business, the Company's
management operations are conducted through Evans Withycombe Management, Inc.
(the "Management Company") pursuant to the terms of management agreements
with the Operating Partnership and Evans Withycombe Finance Partnership, L.P.
(the "Financing Partnership").
The structure of the Company, the Operating Partnership, the Financing
Partnership and the Management Company and the ownership of the equity in
such entities, as of February 28, 1997, is as set forth below.
EVANS WITHYCOMBE
RESIDENTIAL, INC.
Evans Withycombe
Residential, L.P.
[Operating Partnership]
Evans Withycombe
Finance, Inc.
Evans Withycombe
Management, Inc.
[Management Company]
Evans Withycombe
Finance Partnership, L.P.
[Financing Partnership]
General partner
interest
1%
Limited partner
interest
78.7%
Limited partner
interest
20.3%
100%
common stock
1%
General partner interest
99%
Limited partner
interest
100% Non-voting common stock
1% Voting common stock
(99% of economic interest)
99% Voting common stock
(1% economic interest)
Current and former
members of senior
management
In August 1994, the Company completed an initial public offering of
8,685,000 shares of its common stock (the "Initial Public Offering"), and
subsequently completed the sale of an additional 1,302,750 shares of common
stock upon exercise of the underwriters' over-allotment option that resulted
in net proceeds to the Company of approximately $181.3 million. Concurrent
with completing the Initial Public Offering, the Company engaged in various
formation transactions designed to transfer the ownership of the Communities
and certain development rights and the business of the Company's predecessor,
Evans Withycombe, Inc., and its affiliates, predecessors and partners
(collectively, "Evans Withycombe") and other assets to the Operating
Partnership. In May 1996 the Company completed a second public offering of
2,000,000 shares of its common stock (an additional 2,500,000 shares were
sold by two institutional stockholders) and an additional 88,889 shares
pursuant to the partial exercise of the underwriters' over-
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allotment option (111,111 additional shares were sold by the institutional
stockholders pursuant to such exercise). The net proceeds to the Company from
the second public offering of approximately $41 million were used to pay down
the Company's revolving credit facility.
On February 14, 1997, the Company completed a public offering of
1,800,000 shares of its common stock. Net proceeds of the Company were
approximately $35,820,000. The Company used the net proceeds to pay down its
revolving credit facility.
The Operating Partnership's principal executive office is located at
6991 East Camelback Road, Suite A-200, Scottsdale, Arizona 85251, and its
telephone number is 602-840-1040.
OPERATING PARTNERSHIP ADVANTAGES
The Operating Partnership believes that the following factors have
accounted for the Operating Partnership's success and will continue to
contribute to the Operating Partnership's prospects for future growth:
* REGIONAL FOCUS. The Operating Partnership has focused on becoming
a major presence in each of its markets, allowing it to capitalize
on its superior customer service, product design and property
locations while establishing and maintaining a strong brand identity.
The Operating Partnership seeks to operate in markets where population
and employment growth rates are expected to exceed the national
averages and where it believes it can become one of the regionally
significant owners and managers of multifamily apartment properties.
ARIZONA. The Operating Partnership's size and prominence in
its primary Arizona markets provide it with a number of
competitive advantages, including superior market knowledge
resulting in choice site selection, superior employee training,
product differentiation, economies of scale in operations and
the ability to utilize specialized marketing techniques.
CALIFORNIA. After conducting an extensive study of a number
of potential markets within its region, the Operating
Partnership has determined that certain selected sub-markets
in Riverside/San Bernardino and San Diego, California
present significant opportunities for growth and attractive
investment opportunities. The Operating Partnership has
acquired 1,900 units in these markets and believes that
properties continue to be available for purchase in such
markets at prices below replacement costs which could result
in attractive yields and growth for the Operating Partnership.
* PROPERTY LOCATIONS. The Communities are located in growing
sub-markets in Phoenix and Tucson, Arizona and in Riverside/San
Bernardino, California. The Communities are in submarkets close to
areas of employment, transportation and shopping, and in master
planned communities.
* REPUTATION FOR QUALITY. As a long-term investor, the Operating
Partnership develops its communities for long term value. The
properties developed by the Operating Partnership share an
innovative design approach characterized by high-quality
construction, architectural detail, attractive landscaping, extensive
amenities and
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interior features. Similarly, in seeking acquisition
properties, the Operating Partnership identifies properties which
after refurbishment meet the same standards. The Operating
Partnership's reputation for quality in its markets has led to
success in obtaining development entitlements and brand name
identification in its primary markets.
* EXPERIENCED MANAGEMENT IN FULLY-INTEGRATED ORGANIZATION. With an
average of over 18 years in the multifamily apartment business, the
Operating Partnership's executive management team has extensive
development, construction, acquisition, refurbishment, marketing
and property management experience, and has gained in-depth knowledge
of the multifamily apartment industry and in the Operating
Partnership 's markets. Of the Stabilized Communities, the
Operating Partnership has developed 19 new properties and 9
expansions to existing properties consisting of 5,682 apartments.
It has acquired and refurbished 30 properties consisting of 8,223
apartments.
* WELL-TRAINED WORKFORCE. The Operating Partnership believes that
employee training has been integral to its success. The Operating
Partnership conducts numerous training sessions throughout the year
and prides itself on the quality and experience of its employees.
The Operating Partnership's size and concentration in its principal
markets provide qualified employees with opportunities for advancement
within the Operating Partnership.
* SERVICE-ORIENTED PHILOSOPHY. The Operating Partnership will
continue its tradition of focusing on extensive resident amenities
and customer service designed to maintain high occupancy, premium
rental rates and low resident turnover. By providing efficient
service and soliciting customer feedback, the Operating Partnership
believes it maintains a high level of customer satisfaction which
results in lower turnover and more frequent rental referrals by
existing residents. Emphasizing product differentiation and customer
service, the Operating Partnership has created and continues to
strengthen its brand image in its primary markets.
The Operating Partnership's results of operations are subject to certain
uncertainties, including, for example, population and employment growth rates
and household formations, the availability of properties for purchase, the
actual timing of the Operating Partnership's planned acquisitions and
developments, the strength of the local economies in the sub-markets in which
the Operating Partnership operates and the Operating Partnership's ability to
successfully manage its planned expansion into Southern California. No
assurance can be given that actual results will meet the Operating
Partnership's expectations and projections, with respect to such
uncertainties.
OVERVIEW
The Operating Partnership's portfolio consists of Stabilized Communities
and Communities Under Construction and in Lease Up at February 28, 1997:
* STABILIZED COMMUNITIES. The Operating Partnership owns and manages
44 Stabilized Communities located in the Phoenix and Tucson,
Arizona areas, containing a total of 12,125 apartments. In
addition, the Operating Partnership owns and manages six
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Stabilized Communities in Southern California, which contain a
total of 2,062 apartments.
* COMMUNITIES UNDER CONSTRUCTION AND IN LEASE-UP. The Operating
Partnership owns five apartment Communities Under Construction and
in Lease-Up in Arizona with a total of 1,198 apartments. Three of
these Communities were new developments and two were expansions of
existing Communities owned by the Operating Partnership.
GROWTH STRATEGY
The Operating Partnership intends to grow by improving cash flow from
existing properties through intensive management, focusing on resident
satisfaction and retention, increasing rents and maintaining high community
occupancy levels and controlling operating expenses. The Operating
Partnership's strategy is also to grow through development and acquisition of
multifamily properties which will provide both favorable initial returns and
long-term growth prospects.
* GROWTH FROM EXISTING PROPERTIES. The Operating Partnership believes
that cash flow from existing properties will improve (i) as supply
and demand of apartment units stabilize in Tucson and certain Phoenix
sub-markets, (ii) as the Southern California rental market
continues to improve, rising rents in the San Bernardino/Riverside
market, and (iii) through the Operating Partnership's property
management programs. The property management team for each apartment
community includes on-site management and maintenance personnel.
The property management teams perform leasing and rent collection
functions and coordinate resident services. All personnel are
extensively trained and are encouraged to continue their education
through both Company-sponsored and outside training. Property
management personnel utilize state-of-the-art on-site computer
management systems to assist in the timely leasing of vacant
apartments, collection of rents, maintenance management and
delivery of services to the apartment residents.
The focus of the Operating Partnership's on-site management program
is on providing prompt, courteous and responsive service to its
residents. The Operating Partnership believes that a strong resident
retention program which emphasizes customer service reduces the
Operating Partnership's turnover rate and encourages residents to
refer new customers. The Operating Partnership solicits resident
feedback and responds to maintenance requests on a same day basis and
provides 24 hour a day emergency maintenance services.
The Operating Partnership conducts periodic capital and
preventative maintenance programs at each Community. In addition,
periodic preventive maintenance checks are made in each apartment,
pursuant to which appliances, heating and cooling systems and
apartment interiors are inspected and serviced as necessary. The
Operating Partnership believes that these programs lower operating
costs over the life of the Communities, increase the long-term
value and maintain the upscale market position of the Communities.
* DEVELOPMENT STRATEGY. The Operating Partnership seeks to
develop properties in markets where it discerns a strong demand,
which the Operating Partnership anticipates will enable it to
achieve attractive rates of return. Projects currently under
construction and the number of
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Communities stabilized since the Initial Public Offering
are specific examples of the Operating Partnership's implementation
of its growth strategy through development. See "Item 2.
Properties" in the Company's Annual Report on Form 10-K/A for the
year ended December 31, 1996.
The Operating Partnership develops its Communities in markets where
resident profiles justify the development of high quality
apartments offering extensive amenities and services. In
evaluating whether to develop an apartment community in a
particular location, the Operating Partnership analyzes relevant
demographic, economic and financial data. Specifically, the
Operating Partnership considers the following factors, among
others, in determining the viability of a potential new apartment
community: (i) income levels and employment growth trends in the
relevant market, (ii) uniqueness of location, (iii) household
growth and net migration of the relevant market's population,
(iv) supply/demand ratio, competitive housing alternatives,
sub-market occupancy and rent levels and (v) barriers to entry that
would limit competition. The Operating Partnership currently
intends to develop apartment communities in select sub-markets in
Phoenix and intends to develop communities in its California
markets when market conditions warrant.
* ACQUISITION STRATEGY. The Operating Partnership believes
that it is well positioned to take advantage of
market timing opportunities in certain Southern California markets,
including Riverside/San Bernardino and San Diego, which will
permit it to acquire existing apartment properties at
favorable prices. The Operating Partnership focuses on properties
with below market occupancies and rents, so that it can
benefit both from property repositioning and market
improvements. The target acquisition properties will often be
under-managed, but fundamentally sound properties.
Improvements to landscaping, recreational amenities and
apartment interiors, coupled with more effective management and
marketing, may result in significant revenue increases over
revenue levels at the time of acquisition. Such repositioning
may require substantial expenditures for capital improvements,
refurbishments and marketing.
The Operating Partnership believes that the Company's status as a
publicly traded REIT will enhance the Operating Partnership's
ability to acquire properties or development sites by providing
property sellers a means to defer federal income taxes on gains
through the use of units of partnership interest in the Operating
Partnership ("Units") as consideration for the acquisition.
Units were utilized in the acquisition of Acacia Creek in the first
quarter of 1995 and The Ashton in the fourth quarter of 1995. In
addition, the Company's access to the capital markets allows for
additional financing flexibility for acquisitions.
* DISPOSITION STRATEGY. The Operating Partnership may,
from time to time, elect to sell certain of its properties or
exchange such properties for other properties in a tax-free
exchange when it believes that such resources could be better
allocated elsewhere.
* THIRD PARTY FEE MANAGEMENT BUSINESS. The Operating
Partnership succeeded to the third party property management
activities of its predecessor. Although it contributes a small
part of the Operating Partnership's revenues, the Management
Company continues to manage multifamily properties owned by
third parties. The fee management business is highly competitive
and fragmented. The Operating Partnership's competitors
include a variety of
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local, regional and national firms with no one firm
controlling a significant market share in the Operating
Partnership's markets. The Operating Partnership will take
advantage of its reputation and experience as a property
manager and accept property management assignments that it expects
to be profitable and which fit well with the Operating
Partnership's property portfolio.
Effective March 1, 1997, the Operating Partnership entered into an
agreement to manage four apartment communities located in Phoenix,
Arizona containing approximately 570 units increasing the third
party fee managed portfolio to nine apartment communities containing
approximately 1,800 units.
The Operating Partnership's growth strategies stated above include estimates
and forward-looking statements and prospects regarding, among other things,
the stability of occupancy and rent levels in the Operating Partnership's
markets and its ability to acquire existing apartment communities at
favorable prices. This forward-looking information involves risks and
uncertainties that could significantly impact the Operating Partnership's
ability to successfully implement these strategies. Among the factors that
could cause actual results to differ materially from the forward-looking
statements above are: the timing of the Operating Partnership's acquisitions
and planned development of new, and expansion of existing, communities; the
actual costs associated with such acquisitions and developments; the demand
for apartments in its markets; the strength of the local economies; and the
Operating Partnership's ability to successfully expand its operations into
Southern California, a market in which it did not have any operating
experience prior to 1995.
COMMUNITIES
The Operating Partnership's goal is for each Community to be a market
leader in its property type and geographical sub-market. Each Community is
individually designed to suit the specific site characteristics and
anticipated needs and desires of the residents. The Communities have been
designed and constructed in an attempt to integrate them with the natural
surroundings and architectural character of the neighborhood. The
Communities are landscaped to create an inviting atmosphere starting with the
first approach to the properties. Landscaping is designed to complement the
building architecture, and provide residents with attractive open spaces.
The objectives of the site layout and building design are to provide
residents with premium views, convenient parking, easy access to amenities
and a comfortable living environment. After completion of the Communities
Under Construction, the average age of the Communities will be seven years.
COMPETITION
The Communities are located in areas that include other apartment
communities and that may include new apartment communities that are under
construction. The number of competitive communities in a particular area
could have an effect on the Operating Partnership's ability to lease
apartments at the Communities or at any newly developed or acquired
properties and on the rents charged by the Operating Partnership. Also,
other forms of housing provide alternatives to potential residents of high
quality apartment complexes like the Communities.
ENVIRONMENTAL MATTERS
Under various federal, state and local environmental laws, ordinances
and regulations, a current or previous owner or operator of real estate may
be required to investigate and clean up hazardous or toxic substances or
petroleum product releases at such property, and may be held
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liable to a governmental entity or to third parties for property damage and
for investigation and clean-up costs incurred by such parties in connection
with the contamination.
The Operating Partnership believes that the Communities are in
compliance in all material respects with all federal, state and local laws,
ordinances and regulations regarding hazardous or toxic substances or
petroleum products. The Operating Partnership has not been notified by any
governmental authority, and is not otherwise aware, of any material
noncompliance, liability or claim relating to hazardous or toxic substances
or petroleum products in connection with any of its present properties.
EMPLOYEES
As of January 15, 1997, the Operating Partnership, primarily through the
Management Company, employed, in the aggregate, a total of 583 persons. The
Management Company and/or the Operating Partnership employ substantially all
of the professional employees that are currently engaged in the residential
property management, development and construction businesses of the Company.
The Operating Partnership believes that its relations with its employees are
good.
REGULATION
Apartment communities are subject to various laws, ordinances and
regulations, including laws, ordinances and regulations related to fair
housing, Americans with disabilities and building safety. The Operating
Partnership believes that each Community has the necessary permits and
approvals to operate its business and that each Community is in material
compliance with present laws, ordinances and regulations.
SEASONALITY
The fall and winter months in the Operating Partnership's primary
markets generally experience somewhat higher seasonal occupancies.
ITEM 2. FINANCIAL INFORMATION
The following table sets forth certain financial and operating data on a
consolidated basis for the Operating Partnership and on a combined historical
basis for Evans Withycombe. The following information should be read in
conjunction with all of the consolidated financial statements and notes
thereto included elsewhere in this Form 10.
<TABLE>
<CAPTION>
YEAR ENDED DECEMBER 31,
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1996 1995 1994 1993 1992
(AMOUNTS IN THOUSANDS, EXCEPT PER UNIT AND PROPERTY INFORMATION)
<S> <C> <C> <C> <C> <C>
OPERATING INFORMATION:
REVENUES:
Rental $ 94,350 $68,864 $51,097 $38,613 $26,876
Third party management fees 1,157 1,268 1,668 2,213 2,204
Interest and other 6,119 4,399 4,194 3,112 2,373
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Total revenues 101,626 74,531 56,959 43,938 31,453
EXPENSES:
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Repairs and maintenance 11,607 8,293 6,288 4,730 3,272
Other property operating 12,713 8,699 7,834 6,593 4,684
Advertising 1,864 1,244 966 1,022 783
Real estate taxes 6,915 4,723 3,204 2,869 2,307
Property management 3,225 2,825 2,505 2,605 2,417
General and administrative 1,387 1,321 1,175 1,466 1,360
Interest 24,225 12,650 7,836 6,361 5,909
Depreciation and amortization 20,885 13,762 10,333 10,319 7,146
Write-down of real estate
assets(1) -- -- -- 1,361 10,284
Other(2) -- -- 5,233 -- --
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Total expenses 82,821 53,517 45,374 37,326 38,162
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Income (loss) before minority
interest and extraordinary item 18,805 21,014 11,585 6,612 (6,709)
Minority interest(3) (75) (89) (42) -- --
Extraordinary item-gain on
extinguishment of debt(1) -- -- -- 6,061 12,569
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Net income $18,730 $20,925 $11,543 $12,673 $5,860
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Earnings per unit (4) $0.84 $ 1.02
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Earnings per unit for the
period August 17 to
December 31, 1994(4) $ 0.38
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</TABLE>
<TABLE>
<CAPTION>
YEAR ENDED DECEMBER 31,
1996 1995 1994 1993 1992
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(AMOUNTS IN THOUSANDS, EXCEPT PER UNIT AND PROPERTY INFORMATION)
<S> <C> <C> <C> <C> <C>
OTHER INFORMATION:
Cash flows from:
Operating activities $ 38,721 $ 36,983 $ 21,998 $ 20,897 $ 13,271
Investing activities (129,461) (118,061) (211,651) (79,511) (61,829)
Financing activities 89,674 82,273 189,614 57,417 50,792
Total rental communities (end
of period) 49 41 32 31 27
Total number of apartments
(end of period) 13,905 11,053 7,924 7,695 6,502
Physical occupancy (end of
period)(5) 93% 96% 97% 97% 97%
Weighted average number of
apartments(6) 12,887 9,798 7,740 6,641 4,998
Weighted average monthly revenue
per unit(7) $ 715 $ 641 $ 586 $ 532 $ 498
</TABLE>
<TABLE>
<CAPTION>
DECEMBER 31,
1996 1995 1994 1993 1992
---------------------------------------------------------
(AMOUNTS IN THOUSANDS)
<S> <C> <C> <C> <C> <C>
BALANCE SHEET INFORMATION:
Real estate, before accumulated depreciation $761,550 $587,183 $399,987 $292,513 $215,549
Total assets 735,467 579,564 402,486 271,055 204,836
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Total debt 436,172 297,456 127,787 106,545 64,792
Minority interest 827 889 1,247 -- --
Equity $283,954 $259,055 $253,867 $142,886 $122,135
</TABLE>
______________
(1) During 1993, the Operating Partnership negotiated a discounted
payoff of a mortgage loan secured by The Meadows and Promontory Pointe
(1992). The excess of the amounts owed for principal and interest over
the amount paid to pay off the loan is recorded as an extraordinary
item-gain on extinguishment of debt. The Operating Partnership
determined that the carrying values of the communities were in excess of
net realizable value. The excess of $1,361 and $10,284 was charged to
write down of real estate assets.
(2) In connection with the repayment of existing indebtedness at the
time of the Initial Public Offering, prepayment penalties and lender
participation (additional interest) totaling $2,594 were paid. Prior to
the Initial Public Offering, an Executive Incentive Deferred
Compensation Plan was canceled and the $2,639 that was funded by the
Operating Partnership was expensed during 1994.
(3) Net income includes an adjustment for Evans Withycombe Finance,
Inc.'s one percent interest in the Financing Partnership for the
years ended December 31, 1996 and 1995 and the period from August 17 to
December 31, 1994, respectively.
(4) Net income per Unit is based on 22,184,395, 20,590,873 and
20,086,884 weighted average number of Units outstanding for the
years ended December 31, 1996 and 1995 and the period from August 17 to
December 31, 1994, respectively.
(5) Physical Occupancy is defined as the number of apartments occupied
or leased (including models and employee apartments) divided by the
total number of leaseable apartments within the community, expressed as
a percentage. Physical occupancy has been calculated using the
average of the occupancy that existed on the last day of each month
over each period.
(6) Weighted average number of apartments is the average of all
apartments during the period. For stabilized properties, all
apartments are included in the calculation of the weighted average. For
communities in the lease-up phase, only apartments that are completed
and occupied are included in the weighted average calculation.
(7) Weighted average monthly revenue per apartment is derived by
dividing rental income by the weighted average number of
apartments.
MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL
CONDITION AND RESULTS OF OPERATIONS
(DOLLARS IN THOUSANDS, EXCEPT APARTMENT DATA)
OVERVIEW
The following discussion, which is based primarily on the
consolidated financial statements of Evans Withycombe Residential, L.P.
and the combined financial statements of its predecessor, should be read
in conjunction with the "Selected Financial Data" and all financial
statements appearing elsewhere in this Registration Statement on Form
10. The consolidated financial statements of the Operating Partnership
consist of the Stabilized Communities, Communities Under Construction
and in Lease-up and the Management Company.
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When used in the following discussion, the words "believes,"
"anticipates," "expects" and similar expressions are intended to identify
forward-looking statements. Such statements are subject to certain risks and
uncertainties which could cause actual results to differ materially from
those projected, including, but not limited to, the actual timing of the
Operating Partnership's planned acquisitions and developments, the strength
of the local economies in the sub-markets in which the Operating Partnership
operates, and the Operating Partnership's ability to successfully manage its
planned expansion into Southern California. Readers are cautioned not to
place undue reliance on these forward-looking statements, which speak only as
of the date hereof. The Operating Partnership undertakes no obligation to
publicly release any revisions to these forward-looking statements which may
be made to reflect events or circumstances after the date hereof or to
reflect the occurrence of unanticipated events.
RESULTS OF OPERATIONS - CONSOLIDATED FINANCIAL STATEMENTS
The results of operations for the years ended December 31, 1996 and
1995, respectively, were significantly affected by acquisitions, developments
and expansions.
COMPARISON OF RESULTS OF OPERATIONS FOR THE YEAR ENDED DECEMBER 31, 1996
TO THE YEAR ENDED DECEMBER 31, 1995
YEAR ENDED
DECEMBER 31,
---------------------- PERCENTAGE
1996 1995 CHANGE
--------- --------- ----------
Rental income $ 94,350 $ 68,864 37.0%
Third party management fees 1,157 1,268 (8.8)
Interest and other 6,119 4,399 39.1
--------- --------- --------
Total revenues 101,626 74,531 36.4
Property operating and maintenance(1) 26,184 18,236 43.6
Real estate taxes 6,915 4,723 46.4
Property management 3,225 2,825 14.2
General and administrative 1,387 1,321 5.0
Interest 24,225 12,650 91.5
Depreciation and amortization 20,885 13,762 51.8
--------- --------- --------
Total expenses 82,821 53,517 54.8
--------- --------- --------
Income before minority interest $ 18,805 $ 21,014 (10.5)%
--------- ---------
--------- ---------
Weighted average monthly rental
revenue per unit $ 715 $ 641
--------- ---------
--------- ---------
Weighted average number of
apartments 12,887 9,798
--------- ---------
--------- ---------
Economic occupancy(2) 90.0% 91.6%
--------- ---------
--------- ---------
(1) The Operating Partnership defines property operating and maintenance
expense as repairs and maintenance, other property operating and
advertising expense.
(2) Stabilized properties only.
Rental revenues increased by $25,486 or 37.0 percent for the year ended
December 31, 1996 as compared to the similar period in 1995, respectively as
a result of increases in the weighted average number of apartments and
weighted average monthly revenue per occupied
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apartment. The Operating Partnership believes that the increase in rental
income was largely attributable to the acquisitions and stabilization of
properties developed by the Operating Partnership in its rental markets.
Third party management fees decreased $111 or 8.7 percent due to the
sale of several properties from the management portfolio. Included in third
party management fees is a non recurring $500 fee received in exchange for
terminating the management contract on nine apartment communities containing
1298 apartment units in the second quarter 1996.
Interest and other income increased $1,720 for the year ended December
31, 1996 compared to the year ended December 31, 1995 as a result of the sale
of telephone servicing rights on certain properties and an increase in
ancillary income such as redecoration and application fees as a result of the
increase in the weighted average number of apartments.
Property operating and maintenance expense increased due to the increase
in the weighted average number of apartments for the year ended December 31,
1996 as compared to the same period in 1995, respectively. Real estate taxes
increased primarily due to the increase in the number of properties for the
year ended December 31, 1996.
Interest expense increased due to an increase in debt resulting from
acquisitions and the increase in weighted average number of units in the
portfolio. The Operating Partnership capitalized $2,714 of interest for the
year ended December 31,1996 compared to $5,048 for the year ended December
31, 1995 due to a decrease in construction activity. Interest costs incurred
during construction of a new property are capitalized until completion of
construction on a building-by-building basis.
"SAME STORE" PORTFOLIO
The Operating Partnership defines same store portfolio as those
communities that reached stabilized occupancy prior to January 1, 1995.
Same store portfolio consists of 32 stabilized properties containing 7,924
apartment units that were owned by the Operating Partnership for the years
ended December 31, 1996 and 1995.
YEAR ENDED
DECEMBER 31,
------------------ PERCENTAGE
1996 1995 CHANGE
------- ------- ----------
Rental income $55,074 $55,202 (.2)%
Other income 3,296 2,581 27.7
------- ------- ----
58,370 57,783 1.0
Property operating and maintenance 16,134 14,619 10.4
Real estate taxes 3,995 3,906 2.3
------- ------- ----
20,129 18,525 8.7
------- ------- ----
Property net operating income $38,241 $39,258 (2.6)%
------- ------- ----
------- ------- ----
Weighted average monthly rental
revenue per unit $ 654 $ 638
------- -------
------- -------
Economic occupancy 89.7% 91.1%
------- -------
------- -------
12
<PAGE>
Rental income for the year ended December 31, 1996 was comparable with
the same period in 1995 as a result of the increase in the weighted average
monthly rental revenue per unit being offset by a decline in the average
economic occupancy during the year ended December 31, 1996 as compared to the
year ended December 31, 1995. Other income for the year ended December 31,
1996 increased as a result of gains from the sale of telephone servicing
rights at various communities.
Property operating and maintenance expense increased $1,515 or 10.4
percent over 1995 due to higher apartment turnover and utility costs
associated with an increased number of vacant apartments and higher
advertising costs incurred by the Operating Partnership in its "same store"
portfolio.
COMMUNITIES STABILIZED LESS THAN TWO YEARS
Communities stabilized less than two years consist of the development of
five new apartment communities and the expansion of two existing apartment
communities by the Operating Partnership, containing 1,521 apartment units
that reached stabilized occupancy during the year ended December 31, 1995.
Increases in the year ended December 31, 1996 as compared to the year ended
December 31, 1995 are the result of the increase in the weighted average
number of apartments.
YEAR ENDED
DECEMBER 31,
------------------
1996 1995
------- ------
Rental income $12,606 $7,113
Other income 680 541
------- ------
13,286 7,654
Property operating and maintenance 2,532 1,734
Real estate taxes 1,011 407
------- ------
3,543 2,141
------- ------
Property net operating income $ 9,743 $ 5,513
------- ------
------- ------
Weighted average number of
apartments 1,521 888
------- ------
------- ------
DEVELOPMENT AND LEASE UP PROPERTIES
Development and lease up properties consist of the development of 13 new
apartment communities or the expansion of existing apartment communities
containing 2,522 apartment units that were in the "construction,"
"development" or "lease up" stage during 1996 and therefore, not considered
to have achieved stabilized occupancy for all of the periods presented.
Increases in the year ended December 31, 1996 as compared to the year ended
December 31, 1995 are the result of an increase in the weighted average
number of apartments.
13
<PAGE>
YEAR ENDED
DECEMBER 31,
-----------------
1996 1995
------- ------
Rental income $11,276 $1,281
Other income 720 128
------- ------
11,996 1,409
Property operating and maintenance 3,203 700
Real estate taxes 790 30
------- ------
3,993 730
------- ------
Property net operating income $ 8,003 $ 679
------- ------
------- ------
Weighted average number of
apartments in lease-up 1,398 174
------- ------
------- ------
ACQUISITIONS
Acquisitions consist of eight properties containing 3,016 apartment
units, which have been acquired by the Operating Partnership since January 1,
1995. Increase in the year ended December 31, 1996, as compared to the year
ended December 31, 1995, are the result of the increase in the weighted
average number of apartments.
YEAR ENDED
DECEMBER 31,
-----------------
1996 1995
------- ------
Rental income $15,394 $5,268
Other income 727 793
------- ------
16,121 5,461
Property operating and maintenance 4,315 1,183
Real estate taxes 1,119 380
------- ------
5,434 1,563
------- ------
Property net operating income $10,687 $3,898
------- ------
------- ------
Weighted average number of
apartments 2,044 769
------- ------
------- ------
COMPARISON OF RESULTS OF OPERATIONS FOR THE YEAR ENDED DECEMBER 31, 1995
TO THE YEAR ENDED DECEMBER 31, 1994
TOTAL PORTFOLIO DECEMBER 31,
------------------- PERCENTAGE
1995 1994 CHANGE
------- ------- ----------
Rental income $68,864 $51,097 34.8 %
Third party management fees 1,268 1,668 (24.0)%
Interest and other 4,399 4,194 4.9 %
------- ------- -----
74,531 56,959 30.9 %
Property operating and maintenance 18,236 15,088 20.9 %
Real estate taxes 4,723 3,204 47.4 %
Property management 2,825 2,505 12.8 %
General and administrative 1,321 1,175 12.4 %
Interest 12,650 7,836 61.4 %
Depreciation and amortization 13,762 10,333 33.2 %
Other - 5,233 -
------- ------- -----
53,517 45,374 17.9 %
------- ------- -----
Income before minority interest $21,014 $11,585 81.4 %
------- ------- -----
------- ------- -----
Weighted average number of
14
<PAGE>
apartments 9,798 7,740
------- -------
------- -------
Economic occupancy 91.6% 92.3%
------- -------
------- -------
Rental revenues increased by $17,767 or 34.8 percent as a result of
increases in the weighted average number of apartments and weighted average
monthly revenue per occupied apartment. The Operating Partnership believes
that the increase in rental income, other than that attributable to the
acquisitions and developments, was achieved as a result of the Operating
Partnership's ability to capitalize on continuing improvement in the
Operating Partnership's rental markets.
The decrease in third party management fees of $400, a 24.0 percent
decrease from the 1994 period, is due to the sale of several properties from
the management portfolio, including 508 units which the Operating Partnership
purchased.
Property operating and maintenance expense increased $3,148 or 20.9
percent (versus a 26.6 percent increase in the weighted average number of
units) due to the increase in the number of properties. Real estate taxes
increased $1,519 or 47.4 percent (versus a 26.6 percent increase in the
weighted average number of units) primarily due to the increase in the number
of properties and higher values placed on properties due to improved market
conditions.
Property management expense increased $320 or 12.8 percent due to the
increase in the number of properties under management.
Interest expense increased $4,814 or 61.4 percent due to an increase in
debt resulting from acquisitions and more units under construction. The
Operating Partnership capitalized $5,048 of interest in 1995 compared to
$2,724 in 1994 due to an increase in construction activity. Interest costs
incurred during construction of a new property is capitalized until
completion of construction on a building-by-building basis.
"SAME STORE" PORTFOLIO
In 1995, the Operating Partnership defined the same store portfolio as
those communities that reached stabilization prior to January 1, 1994.
Same store portfolio consists of 30 stabilized operating properties
containing 7,559 apartment units that were owned by the Operating Partnership
for the years ended December 31, 1995 and 1994.
15
<PAGE>
DECEMBER 31,
----------------- PERCENTAGE
1995 1994 CHANGE
------- ------- ----------
Rental income $52,940 $49,712 6.5%
Other income 2,568 3,180 (19.2)%
------- ------- -----
55,508 52,892 4.9%
Property operating and maintenance 14,213 14,589 (2.6)%
Real estate taxes 3,671 3,180 15.4%
------- ------- -----
17,884 17,769 .6%
------- ------- -----
Property net operating income $37,624 $35,123 7.1%
------- ------- -----
------- ------- -----
Weighted average monthly rental
revenue per unit $ 638 $ 586
------- -------
------- -------
Economic occupancy 91.5% 92.5%
------- -------
------- -------
Rental income for the year ended December 31, 1995 increased $3,228 or
6.5 percent as a result of an increase in the weighted average monthly
revenue per occupied unit which increased $52 or 8.9 which was partially
offset by a decline in the average economic occupancy from 92.5 percent
during the year ended December 31, 1994 and 91.5 percent during the year
ended December 31, 1995.
Property operating and maintenance expense decreased $376 or 2.6 percent
due to the Operating Partnership beginning to realize economies of scale from
consolidated operations of the integrated property portfolio.
Real estate taxes increased $491 or 15.4 percent due to higher values
placed on properties due to improved market conditions and property values.
DEVELOPMENT AND LEASE UP PROPERTIES
Development properties consist of 15 developments or expansion of
existing properties containing 2,878 apartment units that have been developed
by the Operating Partnership since the Initial Public Offering in August
1994. Increases in 1995 as compared to 1994 are the result of development
units stabilized or in lease-up increasing to 15 properties and 2,878
apartment units in 1995 as compared to three properties and 661 apartment
units in 1994.
DECEMBER 31,
-----------------
1995 1994
------- ------
Rental income $ 9,766 $1,248
Other income 636 84
------- ------
10,402 1,332
Property operating and maintenance 2,604 459
Real estate taxes 560 18
------- ------
3,164 477
------- ------
Property net operating income $ 7,238 $ 855
------- ------
------- ------
ACQUISITIONS
Acquisitions consist of five properties containing 1,756 apartment units
which have been acquired by the Operating Partnership since the Initial
Public Offering in August 1994. Increases
16
<PAGE>
in 1995 as compared to 1994 are the result of acquiring four properties in
1995 consisting of 1,608 apartment units compared to one property consisting
of 148 apartment units in 1994.
DECEMBER 31,
--------------
1995 1994
------ ----
Rental income $6,158 $137
Other income 239 5
------ ----
6,397 142
Property operating and maintenance 1,419 40
Real estate taxes 492 6
------ ----
1,911 46
------ ----
Property net operating income $4,486 $ 96
------ ----
------ ----
LIQUIDITY AND CAPITAL RESOURCES
LIQUIDITY
The Operating Partnership's net cash provided by operating activities
increased from $37.0 million for the year ended December 31, 1995 to $38.7
million for the year ended December 31, 1996 principally due to increased
rental operations from additional properties acquired and developed
subsequent to December 31, 1995. Net cash used in investing activities
increased from $118.1 million for the year ended December 31, 1995 to $129.5
million for the year ended December 31, 1996. Cash used in investing
activities largely relates to the Operating Partnership's development and
construction of new apartment communities in Phoenix and Tucson, Arizona and
acquisitions of apartment communities in its markets. Net cash provided by
financing activities increased from $82.3 million for the year ended December
31, 1995 to $89.7 million for the year ended December 31, 1996 due to the
proceeds from the sale of 2,088,889 shares of common stock of the Company and
borrowings under the Operating Partnership's Revolving Credit Facility
("Revolving Credit Facility") which were used to fund the development and
acquisition of apartment communities.
The Operating Partnership expects to meet its short-term liquidity
requirements, including capital expenditures relating to maintaining
Stabilized Communities, generally through its net cash provided by operations
and borrowings under its credit arrangements and anticipates meeting
long-term liquidity requirements, such as scheduled debt maturities,
financing of construction and development activities and possible
acquisitions through long-term unsecured borrowings, issuance of additional
equity securities of the Company or debt securities of the Operating
Partnership, or, possibly in connection with acquisitions of land or existing
properties, Units of the Operating Partnership. The Operating Partnership
believes that its net cash provided by operations will be adequate and
anticipates that it will continue to be adequate to meet both operating
requirements and payment of dividends by the Operating Partnership in
accordance with REIT requirements in both the short and the long-term.
The information in the immediately preceding paragraph is forward
looking and involves risks and uncertainties that could significantly impact
the Operating Partnership's expected liquidity requirements in the short and
long term. While it is impossible to itemize the many factors and specific
events that could affect the Operating Partnership's outlook for its liquidity
17
<PAGE>
requirements, such factors would include the actual timing of the Operating
Partnership's planned development of new, and expansion of existing,
communities; acquisitions of existing apartment communities; the actual costs
associated with such developments and acquisitions; and the strength of the
local economies in the sub-markets in which the Operating Partnership
operates. The Operating Partnership is further subject to risks relating to
the limited geographic area in which it operates and its ability to
successfully manage its planned expansion into Southern California, a market
in which it did not have any operating history prior to 1995. Higher than
expected costs, delays in development of communities, a downturn in the local
economies and/or the lack of growth of such economies could reduce the
Operating Partnership's revenues and increase its expenses, resulting in a
greater burden on the Operating Partnership's liquidity than that which the
Operating Partnership has described above.
CAPITAL RESOURCES
At December 31, 1996, the Operating Partnership's total debt was
approximately $436.2 million and the Operating Partnership's debt to total
market capitalization (market equity plus debt) was approximately 47.4
percent. The Operating Partnership received an investment grade rating of
"BBB-" from Standard & Poor's Corporation and "Baa3" from Moody's Investor
Service Inc. in December 1996.
A security rating is not a recommendation to buy, sell, or hold
securities and may be subject to revision or withdrawal at any time by the
assigning rating organization, and each rating should be evaluated
independently of any other rating. A rating of (a) BBB- from Standard &
Poor's Corporation indicates that the obligations of the Operating
Partnership exhibit adequate protection parameters and (b) Baa3 from Moody's
Investor Service Inc. indicates that the obligations of the Operating
Partnership are considered to be medium-grade obligations that are neither
highly protected nor poorly secured.
CONVENTIONAL MORTGAGE LOANS
Conventional mortgage loans were comprised of six fixed rate loans at
December 31, 1996, each of which is collateralized by a first mortgage lien
on an apartment community included in real estate assets. The mortgages are
payable in monthly installments of principal and interest and mature at
various dates through 1997. The conventional mortgage loans aggregated $40.1
million at December 31, 1996 with interest rates ranging from 8.0 percent to
9.95 percent. On January 9, 1997, the Operating Partnership extinguished the
debt on three mortgages with unpaid principal balances of approximately $18.7
million with proceeds from the Revolving Credit Facility. As a result, the
Operating Partnership incurred a loss from the early extinguishment of debt
of approximately $1.2 million. The Operating Partnership prepaid a $6.2
million mortgage note on January 31, 1997 which resulted in an additional
loss from the early extinguishment of debt of approximately $300. The loss
from the early extinguishment of debt was recorded by the Operating
Partnership in the first quarter of 1997.
In December 1995, the Operating Partnership entered into a ten year $50
million fixed rate loan from an insurance company that bears interest at 7.17
percent, with principal and interest due monthly based on a 25-year amortization
schedule beginning January 1, 1996 through January 1,
18
<PAGE>
2006, and the remaining unpaid principal balance due January 1, 2006. The loan
is secured by a first deed of trust on five apartment communities. Proceeds from
the loan were used to pay down outstanding balances on the Revolving Credit
Facility. The outstanding debt was $49.5 million at December 31, 1996. The loan
is convertible to unsecured upon the Operating Partnership achieving an
investment grade rating of "BBB" or better.
MORTGAGE LOAN CERTIFICATES
The Operating Partnership, through the Financing Partnership, borrowed
$102.0 million under a securitized loan in August 1994. During January 1995,
the Operating Partnership borrowed the balance of $29.0 million (increasing
the total to $131.0 million). The loan is secured by the first mortgage
liens on 22 of the Communities. The $102.0 million was issued at 99.97
percent of its face amount and the $29.0 million was issued at 97.9375
percent of its face amount and will mature on August 1, 2001. Although both
amounts bear interest at 7.98 percent, the $29.0 million has an effective
interest rate of 8.40 percent due to the discount. The weighted average
effective interest rate of the total $131 million loan is 8.05 percent. The
bonds have been rated "AA" by Standard and Poor's Corporation.
TAX EXEMPT BONDS
Tax exempt bonds were comprised of three floating rate bonds based on
the tax exempt note rate set by the respective remarketing agents (or at the
option of the Operating Partnership at a fixed rate determined by the
remarketing agents). The bonds are secured by letters of credit which are
secured by first mortgage liens on four apartment communities. The tax
exempt bonds have monthly interest only payments and mature at various dates
through 2016. The tax exempt bonds aggregated $64 million at December 31,
1996 with interest rates ranging from 5.16 percent to 6.14 percent.
REVOLVING CREDIT FACILITY
On September 25, 1996, the Operating Partnership expanded its existing
$125 million unsecured Revolving Credit Facility to $225 million with a bank
group. The Revolving Credit Facility bears interest at a floating rate of
the London Interbank Offered Rate ("LIBOR") plus 150 basis points (100 basis
points equals one percent) (or, at the option of the Operating Partnership,
at the prime rate announced by the banks). The interest rate was reduced 25
basis points upon the Operating Partnership achieving an investment grade
rating of "Baa3" or "BBB-." The Revolving Credit Facility has a term of three
years, with an option to extend for one year and provides for monthly
payments of interest only. It will be used to finance acquisitions, to fund
construction and development and renovation costs, and for working capital
purposes. At December 31, 1996, there was $152 million outstanding on the
Revolving Credit Facility, with an effective interest rate of 7.20 percent.
The Revolving Credit Facility contains customary representations, covenants
and events of default, including a limitation which restricts distributions
to 95 percent of Funds From Operations, as defined under "Funds From
Operations" below. The Operating Partnership does not expect that the
covenants will affect its ability to pay distributions in accordance with its
current distribution policy.
19
<PAGE>
The table below outlines the Operating Partnership's debt structure as
of December 31, 1996 (amounts in thousands).
OUTSTANDING WEIGHTED AVERAGE
BALANCE INTEREST RATE
----------- ----------------
FIXED RATE DEBT:
Mortgage Debt
Conventional............................... $ 89,652 7.87%
Mortgage Loan Certificates................. 130,520 8.05
-------- ----
Total Fixed Rate Debt.................... 220,172 7.98
VARIABLE RATE DEBT:
Tax Exempt Bonds............................. 64,000 5.70
Revolving Credit Facility.................... 152,000 7.20
-------- ----
Total Variable Rate Debt................. 216,000 6.76
-------- ----
Total Debt............................... $436,172 7.37%
-------- ----
-------- ----
The Operating Partnership had 4,806 unencumbered apartment units related
to the Stabilized Communities (including properties with debt that was repaid
in January 1997) and 1,198 unencumbered apartment units related to the
Communities Under Construction and in Lease-Up at December 31, 1996.
SUBSEQUENT OFFERINGS AND REGISTRATION STATEMENTS
In September 1995, the Company filed a shelf registration statement with
the Securities and Exchange Commission ("SEC") for up to $200 million of debt
securities, common stock and warrants. The registration statement was
declared effective by the SEC in December 1995.
In January 1997, the Company and the Operating Partnership filed a shelf
registration statement with the SEC for up to $125 million of common stock,
preferred stock and warrants issuable by the Company and $200 million of debt
securities issuable by the Operating Partnership. This registration
statement, which has not been declared effective by the SEC, subsumed $125
million of available securities under the September 1995 registration
statement. These registration statements will provide the Company and the
Operating Partnership with the ability to issue and sell a portion of such
securities from time to time.
On May 28, 1996, the Company completed a public offering of 4,500,000
shares of common stock of which 2,000,000 shares were sold by the Company and
an aggregate of 2,500,000 shares were sold by two institutional stockholders.
On June 25, 1996, the Company issued an additional 88,889 shares of its
common stock and the institutional stockholders sold an additional 111,111
shares pursuant to a partial exercise of an over-allotment option granted to
the underwriters. Net proceeds to the Company from the second offering were
approximately $40,891,000. The Company used the proceeds from the sale of
common stock offering to pay down the Revolving Credit Facility.
In February 1997, the Company completed a public offering of 1,800,000
shares of common stock. Net proceeds to the Company of approximately
$35,820,000 were used to pay down the Revolving Credit Facility.
20
<PAGE>
INFLATION
Most of the leases at the Communities are for a term of one year or
less, which may enable the Operating Partnership to seek increased rents upon
renewal of existing leases or commencement of new leases. The short-term
nature of the leases generally serves to reduce the risk to the Operating
Partnership of the adverse effects of inflation.
FUNDS FROM OPERATIONS
The Operating Partnership and industry analysts consider Funds from
Operations ("FFO") to be an appropriate measure of the performance of an
equity REIT because it is predicated on cash flow analyses. The Operating
Partnership computes FFO in accordance with standards established by the
National Association of Real Estate Investment Trusts ("NAREIT"). FFO is
defined as net income (loss) determined in accordance with GAAP, excluding
gains (or losses) from debt restructuring and sales of property plus
depreciation and amortization, excluding depreciation on non-real estate
assets and amortization of deferred financing costs. FFO should not be
considered as an alternative to net income (determined in accordance with
GAAP) as an indicator of the Operating Partnership's financial performance or
to cash flow from operating activities (determined in accordance with GAAP)
as a measure of the Operating Partnership's needs. The Operating Partnership
believes that in order to facilitate a clear understanding of the
consolidated historical operating results of the Operating Partnership, FFO
should be examined in conjunction with net income, as presented in the
consolidated financial statements and elsewhere in this Registration
Statement on Form 10.
YEAR ENDED DECEMBER 31,
1996 1995 1994(a) 1993 1992
------- ------- ------- ------- -------
(Amounts in thousands)
Income (loss) before
extraordinary items and
minority interest $18,805 $21,014 $16,818 $ 6,612 $(6,709)
Depreciation and amortization 20,712 13,624 10,333 10,319 7,146
Amortization of executive
deferred compensation
expense 390 693 267 - -
------- ------- ------- ------- -------
Funds from operations $39,907 $35,331 $27,418 $16,931 $ 437
------- ------- ------- ------- -------
------- ------- ------- ------- -------
(a) 1994 FFO has been adjusted to include other expenses ($5,233) that were
incurred relating to the repayment of existing indebtedness at the time
of the Initial Public Offering, prepayment penalties and lender
participation (additional interest) totaling $2,594. Prior to the Initial
Public Offering, an Executive Incentive Deferred Compensation Plan was
canceled and the $2,639 that was funded by the Operating Partnership was
expensed in 1994. The Operating Partnership believes it is appropriate to
add back other expenses to net income for the FFO calculation in 1994 as
these expenses represent nonrecurring costs directly related to the Initial
Public Offering rather than recurring expenses from operations.
NUMBER OF UNITS
The Operating Partnership had 22,184,395 and 20,590,873 weighted average
number of units for the years ended December 31, 1996 and 1995, respectively.
21
<PAGE>
CAPITALIZATION OF FIXED ASSETS AND COMMUNITY IMPROVEMENTS.
The Operating Partnership has established a policy of capitalizing those
expenditures relating to acquiring new assets, materially enhancing the value
of an existing asset, or substantially extending the useful life of an
existing asset. All expenditures necessary to maintain a Community in
ordinary operating condition are expensed as incurred.
Acquisition of assets and community expenditures for the years ended
December 31 are as follows:
1996 1995
-------- --------
New community development $ 82,177 $107,223
Acquisitions 88,648 77,895
Nonrecurring capital expenditures:
Vehicle access control gates 551 -
Computer upgrade 413 202
Recurring capital expenditures:
Community additions and improvements 2,374 1,547
Corporate additions and improvements 348 549
-------- --------
$174,511 $187,416
-------- --------
-------- --------
ITEM 3. PROPERTIES
The information under the heading "Item 2. Properties" on pages 5
through 8 of the Company's Annual Report on Form 10-K/A for the year ended
December 31, 1996 is hereby incorporated by reference.
ITEM 4. SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT
The following table sets forth the beneficial ownership of Units as of
January 15, 1997 for (i) the Chief Executive Officer and each of the four
other most highly compensated executive officers of the Company
(collectively, the "Named Executive Officers"), (ii) directors of the
Company, (iii) each person who is a Unitholder of the Operating Partnership
holding more than a 5% interest in the Operating Partnership and (iv) the
directors and executive officers of the Company, as a group. Unless
otherwise indicated in the footnotes, all of such units are owned directly,
and the indicated person or entity has sole voting and disposition power.
PERCENT OF
NUMBER ALL UNITS
NAME AND ADDRESS OF BENEFICIAL OWNER(1) OF UNITS OUTSTANDING
- --------------------------------------- --------- -----------
Stephen O. Evans 1,808,136 7.8%
F. Keith Withycombe 1,674,886 7.3%
Richard G. Berry 110,000 *
G. Edward O'Clair 4,724 *
Paul Fannin -- --
Joseph F. Azrack -- --
Joseph W. O'Connor -- --
22
<PAGE>
G. Peter Bidstrup -- --
John O. Theobald -- --
Evans Withycombe Residential, Inc. 18,426,240 80.0%
EW Investments Limited Partnership 1,632,114 7.1%
All Executive Officers and Directors
as a Group (12 persons) 3,600,331 15.6%
- -------------------
* Less than 1%
(1) The address for each of the persons or entities listed above, except Mr.
O'Connor and Mr. Azrack, is 6991 East Camelback Road, Suite A-200,
Scottsdale, Arizona 85251. The address for Mr. O'Connor is 399 Boylston
Street, Boston, Massachusetts 02116. The address for Mr. Azrack is 225
Franklin Street, Boston, Massachusetts 02110.
ITEM 5. DIRECTORS AND EXECUTIVE OFFICERS
The information under the headings "Item 10. Director and Executive
Officers of the Registrant" in the Company's Form 10-K/A for the year ended
December 31, 1996 is hereby incorporated by reference. These individuals are
executive officers of the Company, rather than of the Operating Partnership
itself. The Operating Partnership is a limited partnership and has no
directors.
ITEM 6. EXECUTIVE COMPENSATION
The information under the heading "Item 11. Executive Compensation" in
the Company's Form 10-K/A for the year ended December 31, 1996 is hereby
incorporated by reference. In 1996, the Operating Partnership did not pay any
compensation to the Company. The Operating Partnership is a limited
partnership and has no directors.
ITEM 7. CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS
The information under the heading "Item 13. Certain Relationships and
Related Transactions" in the Company's Form 10-K/A for the year ended
December 31, 1996 is hereby incorporated by reference.
ITEM 8. LEGAL PROCEEDINGS
Neither the Company, the Operating Partnership, the Management Company,
the Financing Partnership or any of the Communities is presently subject to
any material litigation nor, to the Operating Partnership's knowledge, is any
litigation threatened against the Operating Partnership or any of the
Communities, other than routine actions for negligence or other claims and
administrative proceedings arising in the ordinary course of business, some
of which are expected to be covered by liability insurance and all of which
collectively are not expected to have a material adverse effect on the
business or financial condition of the Operating Partnership.
23
<PAGE>
ITEM 9. MARKET PRICE OF AND DIVIDENDS ON THE REGISTRANT'S COMMON EQUITY
AND RELATED STOCKHOLDER MATTERS
There is no established public trading market for the Units. As of
January 23, 1997, there were 49 holders of record of Units in the Operating
Partnership.
The Operating Partnership has made consecutive quarterly distributions
since its formation in the third quarter of 1994. The current indicated
annual dividend rate is $1.60 per Unit. The Operating Partnership's ability
to make distributions depends on a number of factors, including its net cash
provided by operating activities, capital commitments and debt repayment
schedules. Holders of Units are entitled to receive distributions when, as
and if declared by the Board of Directors of the Company, out of any fund
legally available for that purpose.
DISTRIBUTIONS DECLARED
PERIOD AND PAID
------ ----------------------
1996:
Fourth Quarter...................................... $0.40
Third Quarter....................................... $0.40
Second Quarter...................................... $0.39
First Quarter....................................... $0.39
1995:
Fourth Quarter...................................... $0.38
Third Quarter....................................... $0.38
Second Quarter...................................... $0.37
First Quarter....................................... $0.37
1994:
Fourth Quarter...................................... $0.37
Third Quarter (from August 10 to September 30,
1994)............................................ $0.18(1)
- -------------------
(1) Paid with respect to the period August 17, 1994 to September 30, 1994.
The percentage of distributions declared to holders of Units in 1994, 1995
and 1996 that represented a return of capital to such holders of Units was
25%, 30% and 36%, respectively.
ITEM 10. RECENT SALES OF UNREGISTERED SECURITIES
Since its formation in June 1994, the Operating Partnership has issued
Units in private placements exempt from registration under the Securities Act
pursuant to Section 4(2) thereof, in the amounts, for the consideration and at
the times set forth below:
- In connection with the Company's Initial Public Offering in August
1994:
* 14,718,328 Units (including its 1% general partnership interest with
an aggregate value of $294.4 million) were issued to the Company in
exchange for the contribution of 42 apartment communities and
certain other assets to the Operating Partnership;
* 241,536 Units (with an aggregate value of $4.8 million) were issued
the Evans Withycombe Andersen Spring I Limited Partnership (the
"Andersen Springs I
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<PAGE>
Venture") pursuant to an acquisition agreement whereby the Andersen
Springs I Venture transferred its interest in a certain apartment
community. The Units were distributed to certain partners of the
Andersen Springs I Venture in redemption of such partners'
interests;
* 111,552 Units (with an aggregate value of $2.2 million) were issued
to the partners of Evans Withycombe Andersen Springs II Limited
Partnership partially in exchange for this interests in such
partnership;
* 3,644,376 Units (with an aggregate value of $72.9 million) were
issued to Stephen O. Evans, F. Keith Withycombe and certain
affiliated entities and certain officers and employees of the
Company and the Operating Partnership (collectively, the "EW Group")
in exchange for certain of the interests held by the EW Group in
certain apartment communities and the Management Company, and the
development sites of seven multifamily apartment communities.
* 121,988 Units (with an aggregate value of $2.4 million) were issued
to certain minority partners in certain Evans Withycombe affiliated
entities and certain other investors in exchange for certain of
their interests in certain apartment communities.
- In March 1995, 530,165 Units (with an aggregate value of $10,736,000)
were issued to the sellers of Acacia Creek as partial payment for the Operating
Partnership's acquisition of Acacia Creek.
- In December 1995, 180,385 Units (with an aggregate value of
$3,471,000) were issued to the sellers of The Ashton as partial payment for the
Operating Partnership's acquisition of The Ashton.
- In May 1996, 2,088,899 Units were issued to the Company in exchange
for the contribution by the Company of the net proceeds in the aggregate amount
of $40,891,000 from a public offering of the Company's common stock and from the
partial exercise of the underwriters' over-allotment option, as described under
"Item 1. Business" above.
- In February 1997, 1,800,000 Units were issued to the Company in
exchange for the contribution by the Company of the net proceeds in the
aggregate amount of $35,820,000 from a public offering of the Company's
common stock.
- From time to time under the Company's 1994 Stock Incentive Plan,
new and restricted shares of common stock of the Company are issued, or stock
options are exercised, and the proceeds of such issuances are contributed to
the Operating Partnership in exchange for additional Units. As of December
31, 1996, 104,468 Units had been issued to the Company in connection
therewith for an aggregate consideration of $1,822,000.
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<PAGE>
ITEM 11. DESCRIPTION OF REGISTRANT'S SECURITIES TO BE REGISTERED
GENERAL
All the Company's assets are held by, and all of its operations are
conducted through, the Operating Partnership (either directly or through
subsidiaries). The Company is the sole general partner and also a limited
partner of the Operating Partnership and as of December 31, 1996, held an
approximately 79.7% interest therein. The Company, in its capacity as
general partner, owns a number of Units equal to 1.0% of all Units
outstanding, and holds the balance of its Units in its capacity as a limited
partner. Accordingly, the Company is a limited partner and will have the
rights of a limited partner (including the voting and consent rights of a
limited partner), with respect to all Units held by the Company from time to
time in excess of 1.0% of the total number of Units outstanding.
The remaining Units are held by persons who contributed interests in
certain Communities and/or other assets to the Company or the Operating
Partnership. Holders of Units (other than the Company in its capacity as
general partner) hold a limited partnership interest in the Operating
Partnership, and all holders of Units (including the Company in its capacity
as general partner) are entitled to share in cash distributions from, and in
the profits and losses of, the Operating Partnership in proportion to their
respective percentage interests therein. Holders of Units will have the
rights to which limited partners are entitled under the Partnership Agreement
(described below) and the Delaware Revised Uniform Limited Partnership Act,
as amended (the "Partnership Act"). The Units are not listed on any exchange,
quoted on any national market system or quoted on any automated quotation
system of a registered securities association. The Partnership Agreement
imposes certain restrictions on the transfer of Units, as described below.
A summary of certain provisions of the Agreement of Limited Partnership
of the Operating Partnership (the "Partnership Agreement") and a description
of the material terms of the Units are set forth below. The following
description does not purport to be complete and is subject to and qualified
in its entirety by reference to applicable provisions of the Partnership Act
and the Partnership Agreement.
PURPOSES, BUSINESS AND MANAGEMENT
The purpose of the Operating Partnership includes the conduct of any
business that may be conducted lawfully by a limited partnership organized
pursuant to the Partnership Act, except that the Partnership Agreement
requires the business of the Operating Partnership to be conducted in such a
manner that will permit the Company to be classified as a REIT under Section
856 of the Internal Revenue Code of 1986, as amended (the "Code"), unless the
general partner provides notice to the Operating Partnership that it intends
to cease or has ceased to qualify as a REIT. Subject to the foregoing
limitation, the Operating Partnership may enter into partnerships, joint
ventures or similar arrangements and may own interests in any other entity.
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<PAGE>
In general, the Board of Directors of the Company, in its capacity as
sole general partner of the Operating Partnership, will manage the affairs of
the Operating Partnership by directing the affairs of the Company.
Under the Partnership Agreement, the limited partners of the Operating
Partnership (the "Limited Partners") have no authority to transact business for,
or participate in the management activities or decisions of, the Operating
Partnership. Consent of the holders of majority of the limited partnership
interests (including Units held by the Company) is required in connection with
a sale of all or substantially all of the assets of the Operating Partnership or
in connection with the termination or dissolution of the Operating Partnership
(until 2053). Under the Delaware General Corporation Law, the term
"substantially all of the [Operating Partnership's] assets" is not defined and
is, therefore, subject to Delaware common law and to judicial interpretation and
review in the context of the unique facts and circumstances of any particular
transaction.
The Partnership Agreement permits the Operating Partnership to take all
actions consistent with the purpose and business of the Operating
Partnership, except that the Operating Partnership is specifically precluded
from taking actions which, in the judgment of the Company, could adversely
affect the ability of the Company to qualify as a REIT, subject the Company
to certain income and excise taxes, or violate any law or regulation of any
governmental body or agency having jurisdiction over the Company or its
securities, unless the Company specifically consents in writing to such
action.
ABILITY TO ENGAGE IN OTHER BUSINESSES; CONFLICTS OF INTEREST
The Company may not conduct any business other than the business of the
Operating Partnership and activities incidental thereto. Other persons
(including officers, directors, employees, agents and other affiliates of the
Company) are not prohibited under the Partnership Agreement from engaging in
other business activities and are not required to present any business
opportunities to the Operating Partnership; however, certain officers of the
Company (Messrs. Evans, Withycombe and Berry) have entered into employment
agreements with the Company, which include noncompetition provisions. In
addition, the Company, on behalf of the Operating Partnership, has adopted
certain policies regarding avoidance of conflicts of interest, described
below.
CONFLICT OF INTEREST POLICIES
As general partner of the Operating Partnership, the Company has adopted
certain policies and entered into certain agreements with Messrs. Evans and
Berry designed to eliminate or minimize potential conflicts of interest. See
"Management--Employment Agreements" in the Company's Annual Report on Form
10-K/A incorporated herein by reference. The Company's Board of Directors is
subject to certain provisions of Maryland law, which are designed to
eliminate or minimize certain potential conflicts of interest. However,
there can be no assurance that these policies will be successful in
eliminating the influence of such conflicts, and, if they are not successful,
decisions could be made that might fail to reflect fully the interests of all
shareholders.
27
<PAGE>
NONCOMPETITION AGREEMENTS. As part of their employment agreements, each
of Messrs. Evans, Withycombe and Berry is bound by a noncompetition covenant
with the Company. These noncompetition covenants prohibit each individual
from engaging in or carrying on, directly or indirectly, whether as an
advisor, principal, agent, partner, officer, director, employee, shareholder,
associate or consultant of or to any person, partnership, corporation or any
other business entity, which is engaged in the development, construction,
acquisition or management of multifamily apartment properties in North
America except by or through the Company for the longer of (a) 12 months
following the termination of employment with the Company or (b) three years
after the closing of the Initial Public Offering in August 1994, without the
prior written consent of the Board of Directors; PROVIDED, HOWEVER, if such
person's employment is terminated by the Company without "cause" or by the
employee for "good reason," the agreement not to compete will terminate upon
the termination of employment. The foregoing shall not preclude the
continued, direct or indirect ownership of, and participating in activities
and fulfilling any management responsibilities with respect to, certain
properties that were not transferred to the Company in connection with its
Initial Public Offering.
ARMS'-LENGTH NEGOTIATIONS. Pursuant to the Maryland General Corpration
Law, all contracts and transactions between the Company and a director or any
entity of which such director is a director or in which such director has a
material financial interest must (i) be approved by the affirmative vote of a
majority of the directors not having such a position or interest
("Disinterested Directors") or by the affirmative vote of a majority of the
votes cast by disinterested stockholders, or (ii) be in fact fair and
reasonable to the Company. In addition, under the law of Delaware (where the
Operating Partnership is formed), the Company, as general partner, has a
fiduciary duty to the Operating Partnership and, consequently, such
transactions may not violate the duty of care and loyalty that the Company,
as general partner, owes to the Operating Partnership. Such transactions
include, but are not limited to, the provision of management or other
services by the Company to properties in which Messrs. Evans or
Berry or their affiliates have an interest but which are not owned by the
Company, the acquisition or sale of properties by the Company from or to
Messrs. Evans or Berry or their affiliates, or the provision of
services to the Company by entities owned or controlled directly or
indirectly by Messrs. Evans or Berry. The Company has adopted a
policy which requires that all contracts and transactions between the
Company, the Operating Partnership and any of the subsidiaries, on the one
hand, and a director or executive officer of the Company or any entity in
which such director or executive officer has a material financial interest,
on the other hand, must be approved by the affirmative vote of a majority of
the Disinterested Directors. See also "--Business Opportunities" below.
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<PAGE>
DISTRIBUTIONS
The Partnership Agreement provides for the quarterly distribution of
Available Cash (as such term is defined in the Partnership Agreement), as
determined in the manner provided in the Partnership Agreement, to the
Company and the Limited Partners in proportion to their percentage interests
in the Operating Partnership. Neither the Company nor the Limited Partners
is entitled to any preferential or disproportionate distributions of
Available Cash.
BORROWING BY THE PARTNERSHIP
The Company is authorized to cause the Operating Partnership to borrow
money and to issue and guarantee debt as it deems necessary for the conduct
of the activities of the Operating Partnership. Such debt may be secured by,
among other things, mortgages, deeds of trust, liens or encumbrances on
properties of the Operating Partnership.
LIABILITY OF COMPANY AND LIMITED PARTNERS
The Company, as general partner of the Operating Partnership, will be
liable for all general recourse obligations of the Operating Partnership to
the extent not paid by the Operating Partnership. The Limited Partners are
not required to make additional contributions to the Operating Partnership.
Assuming that a Limited Partner does not take part in the control of the
business of the Operating Partnership and otherwise acts in conformity with
the provisions of the Partnership Agreement, the liability of the Limited
Partner for obligations of the Operating Partnership under the Partnership
Agreement and the Partnership Act is limited, subject to certain possible
exceptions, generally to the loss of the Limited Partner's investment in the
Operating Partnership represented by its Units. Under the Partnership Act, a
Limited Partner may not receive a distribution from the Operating Partnership
if, at the time of the distribution and after giving effect thereto, the
liabilities of the Operating Partnership, other than liabilities to parties
on account of their interests in the Operating Partnership and liabilities
for which recourse is limited to specified property of the Operating
Partnership, exceed the fair value of the Operating Partnership's assets,
other than the fair value of any property subject to nonrecourse liabilities
of the Operating Partnership but only to the extent of such liabilities. The
Partnership Act provides that a Limited Partner who receives a distribution
knowing at the time that it violates the foregoing prohibition is liable to
the Operating Partnership for the amount of the distribution. Unless
otherwise agreed, such a Limited Partner will not be liable for the return of
such distribution after the expiration of three years from the date of such
distribution.
The Operating Partnership has qualified to conduct business in Arizona
and California and may in the future qualify in certain other jurisdictions.
Maintenance of limited liability may require compliance with certain legal
requirements of those jurisdictions and certain other jurisdictions.
Limitations on the liability of a Limited Partner for the obligations of a
limited partnership have not been clearly established in many jurisdictions.
Accordingly, if it were determined that the right, or exercise of the right
by the Limited Partners, to make certain amendments to the Partnership
Agreement or to take other action pursuant to the Partnership Agreement
constituted "control" of the Operating Partnership's business for the
purposes of the statutes of any relevant jurisdiction, the Limited Partners
might be held personally liable for the Operating Partnership's
29
<PAGE>
obligations. The Operating Partnership will operate in a manner the Company
deems reasonable, necessary and appropriate to preserve the limited liability
of the Limited Partners.
EXCULPATION AND INDEMNIFICATION OF THE COMPANY
The Partnership Agreement generally provides that the Company, as
general partner of the Operating Partnership, will incur no liability to the
Operating Partnership or any Limited Partner for losses sustained or
liabilities incurred as a result of errors in judgment or of any act or
omission if the Company carried out its duties in good faith. In addition,
the Company is not responsible for any misconduct or negligence on the part
of its agents, provided the Company appointed such agents in good faith. The
Company may consult with legal counsel, accountants, appraisers, management
consultants, investment bankers and other consultants and advisors, and any
action it takes or omits to take in reliance upon the opinion of such
persons, as to matters that the Company reasonably believes to be within
their professional or expert competence, shall be conclusively presumed to
have been done or omitted in good faith and in accordance with such opinion.
The Partnership Agreement also provides for indemnification of the
Company, the officers of the Company and such other persons (including
affiliates of the Company or Operating Partnership) as the Company may from
time to time designate against any judgments, penalties, fines, settlements
and reasonable expenses actually incurred by such person in connection with
the proceeding subject to certain limitations set forth in the Partnership
Agreement.
REMOVAL OF THE COMPANY, TRANSFER OF THE COMPANY'S INTEREST
The Partnership Agreement provides that the Limited Partners may not
remove the Company as general partner of the Operating Partnership. In
general, the Company may not transfer or assign its general partnership
interest nor sell all or substantially all its assets, or enter into a merger
unless (i) pursuant to such a transaction the Limited Partners will not
engage in a sale or exchange for federal income tax purposes of their Units
or (ii) the sale or merger includes the sale of all or substantially all of
the assets of or the merger of the Operating Partnership with partners of the
Operating Partnership receiving substantially the same consideration as
holders of shares of common stock of the Company. Under the Delaware Revised
Uniform Limited Partnership Act, the term "substantially all of the Operating
Company's assets" is not defined and is, therefore, subject to Delaware
common law and to judicial interpretation and review in the context of the
unique facts and circumstances of any particular transaction. In light of the
fact that such term is not defined, there may be uncertainty as to whether a
given transaction relates to "substantially all of the assets of the
Operating Partnership."
RESTRICTIONS ON TRANSFER OF UNITS BY LIMITED PARTNERS
A Limited Partner may not transfer its Units without the prior consent
of the Company, with certain exceptions which include a transfer to an
immediate family member or an affiliate of the Limited Partner, a transfer
upon the death of a Limited Partner or a pledge to a lending institution as
collateral for a bona fide loan. A transferee of Units will be admitted to
the Operating Partnership as a substitute Limited Partner only with the
consent of the Company as general partner. If the Company does not consent to
the admission of a transferee of Units as a substitute Limited Partner, the
transferee will be entitled to all the rights of an assignee of a limited
partnership interest under the Partnership Act, and will succeed to all
economic rights and benefits attributable to such Units, but will not become
a Limited Partner or possess any other
30
<PAGE>
rights of Limited Partners (including the right to vote, with such right to
vote remaining in the transferor).
ISSUANCE OF ADDITIONAL LIMITED PARTNERSHIP INTERESTS
The Company is authorized without the consent of the Limited Partners to
cause the Operating Partnership to issue additional Units to itself, to the
Limited Partners or to other persons for such consideration and on such terms
and conditions as the Company deems appropriate. In addition, the Company
may cause the Operating Partnership to issue to the Company additional
partnership interests in different series or classes, which may be senior to
the Units, in conjunction with an offering of securities of the Company
having substantially similar rights, in which the proceeds thereof are
contributed to the Operating Partnership. Consideration for additional
partnership interests may be cash or any property or other assets permitted
by the Partnership Act. No Limited Partner has preemptive, preferential or
similar rights with respect to additional capital contributions to the
Operating Partnership or the issuance or sale of any partnership interests
therein. In addition, whenever the Company issues shares of common stock, the
Company will be obligated to contribute any net proceeds therefrom to the
Operating Partnership and the Operating Partnership will be obligated to
issue an equivalent number of Units to the Company. Additional Units will be
issued to the Company upon the exercise of awards granted under the 1994
Stock Incentive Plan, and it is expected that such Units will be purchased at
a price equal to fair market value. The Company will acquire the cash for
such purchase from the sale of shares of common stock used to fund the award
to the Operating Partnership.
MEETINGS; VOTING
Meetings of the Limited Partners may be called only by the Company, on
its own motion or upon written request of Limited Partners owning at least
25% of the Units. Limited Partners may vote either in person or by proxy at
meetings. Any action that is required or permitted to be taken by the
Limited Partners of the Operating Partnership may be taken either at a
meeting of the Limited Partners or without a meeting if consents in writing
setting forth the action so taken are signed by Limited Partners owning not
less than the minimum number of Units that would be necessary to authorize or
take such action at a meeting of the Limited Partners at which all Limited
Partners entitled to vote on such action were present. On matters on which
Limited Partners are entitled to vote, each Limited Partner (including the
Company to the extent it holds Units of limited partnership interest) will
have a vote equal to the number of Units it holds in the Operating
Partnership. The Partnership Agreement does not provide for annual meetings
of the Limited Partners, and the Company does not anticipate calling such
meetings.
AMENDMENT OF THE PARTNERSHIP AGREEMENT
Amendments to the Partnership Agreement may be proposed by the Company
or by Limited Partners owning at least 25% of the Units.
Generally, the Partnership Agreement may be amended with the approval of
the Company, as general partner, and holders of a majority or some greater
percentage of the Units, including Units held by the Company. As holder of
over 75% of the limited partnership Units, the
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Company has the requisite ownership interest to approve certain amendments
without the consent of other Limited Partners. However, certain amendments
that would, among other things, (i) convert a Limited Partner's interest into
a general partner's interest, (ii) modify the limited liability of a Limited
Partner, (iii) alter the interest of a partner to receive distributions or
alter the allocations of profits or losses, with certain limited exceptions,
(iv) alter or modify the exchange right or redemption amount described above
or (v) cause the termination of the Operating Partnership at a time or on
terms inconsistent with those set forth in the Partnership Agreement, must be
approved by the Company and each Limited Partner that would be adversely
affected by such an amendment.
Notwithstanding the foregoing, the Company, as general partner, has the
power, without the consent of the Limited Partners, to amend the Partnership
Agreement as may be required to (1) add to the obligations of the Company as
general partner or surrender any right or power granted to the Company as
general partner or any affiliate of the Company as Company for the benefit of
the Limited Partners, (2) reflect the admission, substitution, termination or
withdrawal of partners in accordance with the terms of the Partnership
Agreement, (3) establish the rights, powers, duties and preferences of any
additional partnership interests issued in accordance with the terms of
certain provisions of the Partnership Agreement, (4) reflect a change of an
inconsequential nature that does not materially adversely affect the Limited
Partners, or cure any ambiguity, correct or supplement any provisions of the
Partnership Agreement not inconsistent with law or with other provisions of
the Partnership Agreement, or make other changes concerning matters under the
Partnership Agreement that are not otherwise inconsistent with the
Partnership Agreement or law, (5) satisfy any requirements of federal or
state law or (6) reflect such changes as are reasonably necessary for the
Company to maintain its status as a REIT.
DISSOLUTION, WINDING UP AND TERMINATION
The Operating Partnership will continue until December 31, 2093, unless
sooner dissolved and terminated. The Operating Partnership will be dissolved
prior to the expiration of its term, and its affairs wound up upon the
occurrence of the earliest of: (1) the withdrawal of the Company as general
partner without the permitted transfer of the Company's interest to a
successor general partner (except in certain limited circumstances), (2) the
sale of all or substantially all the Operating Partnership's assets and
properties (see "--Removal of the Company, Transfer of the Company's Interest"
above), (3) the entry of a decree of judicial dissolution of the
Operating Partnership pursuant to the provisions of the Partnership Act or
the entry of a final order for relief in a bankruptcy proceeding of the
general partner, (4) the entry of a final judgment ruling that the general
partner is bankrupt or insolvent, (5) the merger or other combination of the
Operating Partnership with or into another entity or (6)(a) from and after
the date of the Partnership Agreement through December 31, 2053, an election
by the Company, with the consent of the holders of a majority of limited
partnership interests (including limited partnership interests held by the
Company) and (b) on or after January 1, 2054, an election by the Company, in
its sole and absolute discretion. Upon dissolution, the Company, as general
partner, or any liquidator will proceed to liquidate the assets of the
Operating Partnership and apply the proceeds therefrom in the order of
priority set forth in the Partnership Agreement.
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ITEM 12. INDEMNIFICATION OF DIRECTORS AND OFFICERS
As a matter of Delaware law, the general partner has liability for the
payment of the obligations and debts of the Operating Partnership unless
limitations upon such liability are stated in the document or instrument
evidencing the obligation. Under the Partnership Agreement, the Operating
Partnership has agreed to indemnify the Company, as general partner, any
officer of the Operating Partnership of the Company, as general partner, and
such other persons as the Company may designate from and against all losses,
claims, damages, liabilities, joint or several, expenses (including legal
fees and expenses), judgments, fines, settlements and other amounts arising
from any and all claims, demands, actions, suits or proceedings, civil,
criminal, administrative or investigative, that relate to the operation of
the Operating Partnership in which such person is involved, or is threatened
to be involved, unless it is established that (i) the act or omission of such
person was material to the matter giving rise to the proceeding and either
was committed in bad faith or was the result of active and deliberate
dishonesty, (ii) such party actually received an improper personal benefit or
(iii) in the case of any criminal proceeding, such party had reasonable cause
to believe the act or omission was unlawful. The reasonable expenses
incurred by an indemnitee may be reimbursed by the Operating Partnership in
advance of the final disposition of the proceeding upon receipt by the
Operating Partnership of a written affirmation by such indemnitee of his, her
or its good faith belief that the standard of conduct necessary for
indemnification has been met and a written undertaking by such indemnitee to
repay the amount reimbursed if it is determined that such standard was not
met.
ITEM 13. FINANCIAL STATEMENTS AND SUPPLEMENTARY DATA
See Index to Financial Statements on page F-1 of this Registration Statement
on Form 10/A.
ITEM 14. CHANGES IN AND DISAGREEMENTS WITH ACCOUNTANTS ON ACCOUNTING AND
FINANCIAL DISCLOSURE
Not applicable.
ITEM 15. FINANCIAL STATEMENTS AND EXHIBITS
(a) FINANCIAL STATEMENTS
See Index to Financial Statements on page F-1 of this Form 10/A.
(b) EXHIBITS
Certain of the exhibits required by Item 601 of Regulation S-K have
been filed with previous reports by the Company and are herein
incorporated by reference thereto.
4.1* Amended and Restated Agreement of Limited Partnership of
the Evans Withycombe Residential, L.P., dated as of
August 17, 1994.
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10.1** Asset Contribution Agreement by and among Evans Withycombe
Residential, Inc. and Evans Withycombe Residential, L.P.,
as purchasers, and the Sellers listed therein, dated as of
June 9, 1994.
10.2* Revolving Loan Agreement by and between Bank One, Arizona,
NA and Evans Withycombe Residential, L.P., dated December
1, 1995.
10.3* Property Management Agreement by and between Evans
Withycombe Residential, L.P. and Evans Withycombe
Management, Inc. dated August 17, 1994.
10.4* Property Contribution Agreement by and between Evans
Withycombe Residential, L.P., Evans Withycombe Residential,
Inc. and Acacia Creek Limited Partnership dated as of
February 1, 1995.
10.5* Loan Agreement by and between Northwestern Mutual Life
Insurance and Evans Withycombe Residential, L.P., dated
December 15, 1995.
10.6*** Revolving Loan Agreement by and between the Banks named
herein, Bank One Arizona, N.A., as administrative agent,
and Bank of America, National Trust and Savings Association
and Wells Fargo Bank, National Association as co-agents,
and Evans Withycombe Residential, L.P., dated September 24,
1996.
12.1+ Calculation of Ratio of Debt to Market Capitalization.
21.1+ List of Subsidiaries.
99.1 Item 2. Properties, pages 5 through 8 from the Company's
Annual Report on Form 10-K/A for the year ended December 31,
1996.
99.2 Item 10. Directors and Executive Officers of the
Registrant, pages 23 through 27 from the Company's Annual
Report on Form 10-K/A for the year ended December 31, 1996.
99.3 Item 11. Executive Compensation, pages 27 through 35 from
the Company's Annual Report on Form 10-K/A for the year
ended December 31, 1996.
99.4 Item 13. Certain Relationships and Related Transactions,
page 37 from the Company's Annual Report on Form 10-K/A for
the year ended December 31, 1996.
*Previously filed as an exhibit to the Company's annual report on Form 10-K
for the fiscal year ended December 31, 1995 and 1994 and incorporated herein
by reference.
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**Previously filed as an exhibit to the Company's Registration Statement on
Form S-11 and amendments thereto (File No. 33-80150) and incorporated herein
by reference.
***Previously filed as an exhibit to the Company's Registration Statement on
Form S-3 and amendments thereto (File No. 333-17805) and is incorporated
herein by reference.
+Previously filed.
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INDEX TO FINANCIAL STATEMENTS AND SCHEDULES
Report of Independent Auditors F-2
Consolidated Balance Sheets as of December 31, 1996 and 1995. F-3
Consolidated Statements of Income for the years ended
December 31, 1996, 1995 and 1994. F-4
Consolidated Statements of Partners' Capital for the years
ended December 31, 1996, 1995 and 1994. F-5
Consolidated Statements of Cash Flows for the years ended
December 31, 1996, 1995 and 1994. F-6
Notes to Consolidated Financial Statements. F-7
Schedule III - Real Estate Investments and Accumulated
Depreciation as of December 31, 1996. F-19
All other schedules for which provision is made in the
applicable accounting regulation of the Securities and Exchange
Commission are not required under the related instructions or are
inapplicable and therefore have been omitted.
F-1
<PAGE>
REPORT OF INDEPENDENT AUDITORS
Partners
Evans Withycombe Residential, L.P.
We have audited the accompanying consolidated balance sheets of Evans
Withycombe Residential, L.P. (the "Operating Partnership") as of December 31,
1996 and 1995 and the related consolidated statements of income, partners'
capital and cash flows for each of the three years in the period ended
December 31, 1996. Our audits also included the financial statement schedule
listed in the Index on page F-1. These financial statements and the schedule
are the responsibility of the Operating Partnership's management. Our
responsibility is to express an opinion on these financial statements and
schedule based on our audits.
We conducted our audits 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 statements are 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 audits provide a reasonable basis
for our opinion.
In our opinion, the consolidated financial statements referred to above
present fairly, in all material respects, the consolidated financial position
of the Operating Partnership at December 31, 1996 and 1995, and the
consolidated results of its operations and its cash flows for each of the
three years in the period ended December 31, 1996, in conformity with
generally accepted accounting principles. Also in our opinion the related
financial statement schedule, when considered in relation to the basic
financial statements taken as a whole, presents fairly, in all material
respects the information set forth therein.
Ernst & Young LLP
Phoenix, Arizona
January 31, 1997
F-2
<PAGE>
EVANS WITHYCOMBE RESIDENTIAL, L.P.
CONSOLIDATED BALANCE SHEETS
(Amounts in thousands)
DECEMBER 31, DECEMBER 31,
1996 1995
------------ -----------
ASSETS
Real Estate:
Land........................................... $121,915 $ 95,908
Buildings and improvements..................... 543,839 389,846
Furniture and fixtures......................... 29,567 23,736
Construction-in-progress....................... 66,229 77,693
-------- --------
761,550 587,183
Less accumulated depreciation.................. (38,331) (17,511)
-------- --------
723,219 569,672
Cash and cash equivalents........................ 2,568 3,634
Restricted cash.................................. 1,622 522
Accounts and notes receivable.................... 2,702 1,346
Deferred costs, net of accumulated amortization
of $1,265 and $507 at December 31, 1996
and 1995, respectively......................... 3,838 2,946
Other assets..................................... 1,518 1,444
-------- --------
Total assets..................................... $735,467 $579,564
-------- --------
-------- --------
LIABILITIES AND PARTNERS' CAPITAL
Mortgage and notes payable....................... $436,172 $297,456
Accounts payable and other liabilities........... 7,782 9,365
Distributions payable............................ - 7,901
Accrued interest................................. 1,417 605
Accrued property taxes........................... 2,912 2,358
Resident security deposits....................... 1,818 1,497
Prepaid rent..................................... 585 438
-------- --------
Total liabilities................................ 450,686 319,620
Minority interest................................ 827 889
Partners' capital................................ 283,954 259,055
-------- --------
Total liabilities and partners' capital.......... $735,467 $579,564
-------- --------
-------- --------
See Notes to Consolidated Financial Statements
F-3
<PAGE>
EVANS WITHYCOMBE RESIDENTIAL, L.P.
CONSOLIDATED STATEMENTS OF INCOME
(Amounts in thousands, except for number of units and per unit amounts)
<TABLE>
EVANS WITHYCOMBE
EVANS WITHYCOMBE EVANS WITHYCOMBE RESIDENTIAL, L.P.
RESIDENTIAL, L.P. RESIDENTIAL L.P. AND GROUP
----------------- ---------------- -----------------
YEAR ENDED DECEMBER 31,
--------------------------------------------------------
1996 1995 1994
----------------- ---------------- -----------------
<S> <C> <C> <C>
Revenues:
Rental........................... $ 94,350 $ 68,864 $ 51,097
Third party management fees...... 1,157 1,268 1,668
Interest and other............... 6,119 4,399 4,194
---------- ---------- ----------
Total revenues................. 101,626 74,531 56,959
Expenses:
Repairs and maintenance.......... 11,607 8,293 6,288
Property operating............... 12,713 8,699 7,834
Advertising...................... 1,864 1,244 966
Real estate taxes................ 6,915 4,723 3,204
Property management.............. 3,225 2,825 2,505
General and administrative....... 1,387 1,321 1,175
Interest......................... 24,225 12,650 7,836
Depreciation and amortization.... 20,885 13,762 10,333
Other............................ - - 5,233
---------- ---------- ----------
Total expenses................. 82,821 53,517 45,374
---------- ---------- ----------
Income before minority interest.... 18,805 21,014 11,585
Minority interest.................. (75) (89) (42)
---------- ---------- ----------
Net income......................... $ 18,730 $ 20,925 $ 11,543
---------- ---------- ----------
---------- ---------- ----------
Earnings per unit.................. $ 0.84 $ 1.02
---------- ----------
---------- ----------
Earnings per unit, period from
August 17 to December 31, 1994.... $ 0.38
----------
----------
Weighted average units outstanding. 22,184,395 20,590,873 20,086,884
---------- ---------- ----------
---------- ---------- ----------
</TABLE>
See Notes to Consolidated Financial Statements
F-4
<PAGE>
EVANS WITHYCOMBE RESIDENTIAL, L.P.
CONSOLIDATED STATEMENTS OF PARTNERS' CAPITAL
(Amounts in thousands, except for number of units and per unit amounts)
<TABLE>
UNAMORTIZED
EVANS OTHER RESTRICTED
WITHYCOMBE LIMITED UNITS
NUMBER OF RESIDENTIAL, PARTNERS EMPLOYEE
UNITS INC. CAPITAL COMPENSATION TOTAL
---------- ------------ -------- ------------ --------
<S> <C> <C> <C> <C> <C>
Partners' capital, December 31, 1993......................... - $ - $142,886 $ - $142,886
Capital contributions ..................................... - - 9,660 - 9,660
Distributions.............................................. - - (15,204) - (15,204)
Net income, January 1 to August 16, 1994................... - - 4,012 - 4,012
---------- -------- ------- ------- --------
- - 141,354 - 141,354
The Offering and formation of the Operating
Partnership............................................... 20,140,530 205,664 (88,011) - 117,653
Minority interest in Financing Partnership at
date of offering.......................................... - (1,594) - - (1,594)
Net Income, August 17 to December 31, 1994................. - 5,983 1,548 - 7,531
Distributions ($.55 per unit).............................. - (8,812) (2,265) - (11,077)
---------- -------- ------- ------- --------
Partners' capital, December 31, 1994......................... 20,140,530 201,241 52,626 - 253,867
Net income................................................. - 16,331 4,594 - 20,925
Distributions ($1.50 per unit)............................. - (24,102) (6,801) - (30,903)
Issuance of units for acquisition of apartment
communities............................................... 710,550 - 14,207 - 14,207
Conversion of limited partners' units into
common stock.............................................. 390 (390) - -
Issuance of restricted units for executive
deferred compensation..................................... 82,802 1,657 - (1,657) -
Amortization of deferred compensation...................... - - - 959 959
---------- -------- ------- ------- --------
Partners' capital, December 31, 1995......................... 20,933,882 195,517 64,236 (698) 259,055
Net income................................................. - 14,720 4,010 - 18,730
Distributions on units ($1.58 per unit).................... - (28,040) (7,545) - (35,585)
Purchase of units by Evans Withycombe Residential,
Inc. from proceeds of second offering, net of
underwriting discount and offering costs of $3,237........ 2,088,889 40,891 - - 40,891
Conversion of limited partners' units into
common stock.............................................. - 2,583 (2,583) - -
Purchase of units from proceeds from the exercise
of stock options.......................................... 19,500 390 - - 390
Issuance of restricted units............................... 10,895 240 - (240) -
Forfeiture of restricted units............................. (8,729) - - - -
Amortization of deferred compensation...................... - - - 473 473
---------- -------- ------- ------- --------
Partners' capital, December 31, 1996......................... 23,044,712 $226,301 $58,118 $ (465) $283,954
---------- -------- ------- ------- --------
---------- -------- ------- ------- --------
</TABLE>
See Notes to Consolidated Financial Statements
F-5
<PAGE>
EVANS WITHYCOMBE RESIDENTIAL, L.P.
CONSOLIDATED STATEMENTS OF CASH FLOWS
(Amounts in thousands)
<TABLE>
EVANS
EVANS EVANS WITHYCOMBE
WITHYCOMBE WITHYCOMBE RESIDENTIAL, L.P.
RESIDENTIAL, L.P. RESIDENTIAL, L.P. AND GROUP
----------------- ----------------- -----------------
YEAR ENDED DECEMBER 31,
-------------------------------------------------------
1996 1995 1994
----------------- ----------------- -----------------
<S> <C> <C> <C>
CASH FLOWS FROM OPERATING ACTIVITIES
Net income........................................ $ 18,730 $ 20,925 $ 11,543
Adjustments to reconcile net income to net cash
provided by operating activities:
Depreciation and amortization................. 21,578 14,420 10,703
Minority Interest............................. 75 89 42
Amortization of executive deferred comp....... 390 693 267
Write-off of real estate assets............... 227 - -
Write-off of deferred loan costs.............. - 172 -
Decrease (increase) in assets
Restricted cash............................... (1,100) 561 (129)
Accounts and notes receivable................. (1,356) (934) (468)
Other assets.................................. (74) (1,051) 3,279
(Decrease) increase in liabilities
Accounts payable and other liabilities........ (1,583) 540 4,043
Due to related parties and owners............. - - (6,482)
Accrued interest.............................. 812 505 (818)
Accrued property taxes........................ 554 825 62
Resident security deposits.................... 321 500 54
Prepaid rent.................................. 147 (262) (98)
--------- --------- ---------
Net cash provided by operating activities......... 38,721 36,983 21,998
CASH FLOWS FROM INVESTING ACTIVITIES
Purchase of real estate assets.................... (127,811) (116,716) (207,978)
Payment for organization and loan costs........... (1,650) (1,345) (3,673)
--------- --------- ---------
Net cash (used) in investing activities........... (129,461) (118,061) (211,651)
CASH FLOWS FROM FINANCING ACTIVITIES
Proceeds from Public Offering, net of expenses.... 40,891 - 181,262
Proceeds from exercise of options................. 390 - -
Proceeds from mortgage notes and credit facility.. 269,778 315,653 122,522
Principal payments on mortgage notes.............. (177,762) (202,477) (101,280)
Minority interest distributions................... (137) (447) (389)
Distributions paid................................ (43,486) (30,456) (5,149)
Distributions to owners........................... - - (17,012)
Capital contributions............................. - - 9,660
--------- --------- ---------
Net cash provided by financing activities......... 89,674 82,273 189,614
--------- --------- ---------
Net increase (decrease) in cash and
cash equivalents................................. (1,066) 1,195 (39)
Cash and cash equivalents, beginning of year...... 3,634 2,439 2,478
--------- --------- ---------
Cash and cash equivalents, end of year............ $ 2,568 $ 3,634 $ 2,439
--------- --------- ---------
--------- --------- ---------
SUPPLEMENTAL INFORMATION
Cash paid during the year for interest............ $ 22,648 $ 11,487 $ 8,284
--------- --------- ---------
--------- --------- ---------
SUPPLEMENTAL DISCLOSURE OF NON-CASH ACTIVITY
Assumption of debt related to the acquisition of
apartment communities............................ $ 46,700 $ 56,493 $ -
--------- --------- ---------
--------- --------- ---------
Acquisition of apartment communities through
issuance of units in the Operating Partnership... $ - $ 14,207 $ -
--------- --------- ---------
--------- --------- ---------
Issuance of stock under restricted stock
incentive plan................................... $ 83 $ 959 $ -
--------- --------- ---------
--------- --------- ---------
</TABLE>
See Notes to Consolidated Financial Statements
F-6
<PAGE>
EVANS WITHYCOMBE RESIDENTIAL, L.P.
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
DECEMBER 31, 1996
(AMOUNTS IN THOUSANDS, EXCEPT FOR NUMBER
OF UNITS OR SHARES AND PER UNIT AMOUNTS)
1. ORGANIZATION AND FORMATION OF THE OPERATING PARTNERSHIP
Evans Withycombe Residential, L.P. (the "Operating Partnership") is one
of the largest developers and managers of upscale apartment communities in
Arizona and is expanding its operation into selected sub-markets in Southern
California. The Operating Partnership owns and manages 49 stabilized
multifamily apartment communities containing 13,905 units, of which 44
stabilized multifamily apartment communities are located in Phoenix and
Tucson, Arizona, containing a total of 12,005 units and five stabilized
multifamily apartment communities are located in the Riverside/San Bernardino,
California market containing a total of 1,900 units. The Operating
Partnership considers an apartment community stabilized when it reaches 93
percent physical occupancy. The Operating Partnership is also in the process
of developing or expanding five multifamily apartment communities comprising
1,078 units in its Arizona markets. The Operating Partnership is fully
integrated with expertise in development, acquisitions, construction and
management of apartment communities. The Operating Partnership had
approximately 580 employees at December 31, 1996.
The Operating Partnership was formed in June 1994 to develop, acquire,
own and manage upscale multifamily apartment communities for Evans Withycombe
Residential, Inc. On August 17, 1994, Evans Withycombe Residential, Inc.
completed an Initial Public Offering and engaged in various formation
transactions designed to transfer ownership of the communities and other
assets of the predecessor company to the Operating Partnership or Evans
Withycombe Finance Partnership, L.P. (the "Financing Partnership"). The
Operating Partnership owns 99.0 percent of Evans Withycombe Finance
Partnership L.P. and has a 99.0 percent economic interest in Evans Withycombe
Management, Inc. (the "Management Company"). Evans Withycombe Residential,
Inc. is the sole general partner of and owned a 79.7 percent, 77.02 percent
and 79.50 percent interest in the Operating Partnership at December 31, 1996,
1995 and 1994, respectively.
In the second quarter of 1996 Evans Withycombe Residential, Inc.
completed the Second Offering. The net proceeds from the Second Offering were
used to repay a portion of the Revolving Credit Facility.
The Operating Partnership elected to be taxed as a partnership for
Federal income tax purposes.
2. BASIS OF PRESENTATION
The accompanying consolidated financial statements of Evans Withycombe
Residential, L.P. include the consolidated accounts of the Operating
Partnership, the Financing Partnership and the Management Company from the
date of the Initial Public Offering, August 17, 1994. The
F-7
<PAGE>
accompanying financial statements of Evans Withycombe Residential Group (the
"Predecessor") prior to August 17, 1994, include the accounts of various
partnerships sponsored by Evans Withycombe. The Predecessor was a combination
of affiliated entities that had ownership in multifamily communities in the
Phoenix and Tucson, Arizona area; it was not a separate legal entity. The
predecessor accounts are presented on a combined basis because all of the
communities were managed by Evans Withycombe which had a significant ownership
interest in each of the communities and because these communities were the
subject of business combination in connection with the formation of the
Operating Partnership.
All significant intercompany accounts and transactions have been
eliminated in consolidation.
3. SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES
REAL ESTATE ASSETS AND DEPRECIATION
The Operating Partnership records its real estate assets in accordance
with Statement of Financial Accounting Standards ("SFAS") No. 121, "Accounting
for the Impairment of Long-Lived Assets and Long Lived Assets to be Disposed
of", which was issued by the Financial Accounting Standards Board in March
1995 and the Operating Partnership adopted in 1996. SFAS No. 121 requires that
long-lived assets such as real estate assets, be reviewed whenever events or
changes in circumstances indicate that the book value of the asset may not be
recoverable. If the sum of the expected future net cash flows (undiscounted
and without interest charges) from an asset to be held and used is less than
the book value of the asset, an impairment loss must be recognized in the
amount of the difference between book value and fair value as opposed to the
difference between book value and net realizable value under the previous
accounting standard. For long-term assets like apartment communities, the
determination of whether there is an impairment loss is dependent primarily on
the Operating Partnership's estimates on occupancy, rent and expense
increases, which involves numerous assumptions and judgments as to future
events over a period of many years. At December 31, 1996 the Operating
Partnership does not hold any assets that meet the impairment criteria of SFAS
No. 121.
Costs related directly to the acquisition and improvement of real estate
are capitalized. Interest costs incurred during construction of a new property
are capitalized until completion of construction on a building-by-building
basis. Interest capitalized was $2,714, $5,048 and $2,724, for the years ended
December 31, 1996, 1995 and 1994, respectively.
Ordinary repairs, maintenance and costs incurred in connection with
resident turnover such as unit cleaning, painting, and carpet cleaning are
expensed as incurred; major replacements and betterment's are capitalized and
depreciated over their estimated useful lives. Depreciation is computed on a
straight-line basis over the expected useful lives of depreciable property,
which ranges from 10 to 40 years for buildings and improvements and five to
eight years for furnishings and equipment.
F-8
<PAGE>
The Operating Partnership reports developments and lease-up properties as
construction-in-progress until construction on the apartment community has
been completed and the apartment community has reached stabilized occupancy.
The Operating Partnership also reports land relating to
construction-in-progress as land on its balance sheet. Land associated with
construction-in-progress was $16,542 and $16,414 at December 31, 1996 and
1995, respectively.
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.
CASH AND CASH EQUIVALENTS
Cash and cash equivalents include all cash and cash equivalent
investments with original maturities of three months or less, primarily
consisting of demand deposits in banks.
RESTRICTED CASH
Restricted cash includes restricted deposits for sinking fund accounts
related to tax exempt bonds, property taxes and escrow accounts.
DEFERRED COSTS
Costs incurred in obtaining long-term financing are deferred. These costs
are amortized on the effective interest method over the terms of the related
debt agreements.
INCOME TAXES
The Operating Partnership has made an election to be taxed as a
partnership and accordingly, no federal or state income taxes have been
provided in the accompanying consolidated financial statements.
USE OF ESTIMATES
The preparation of the consolidated financial statements in conformity
with generally accepted accounting principles requires management to make
estimates and assumptions that affect the amounts reported in the consolidated
financial statements and accompanying notes. Actual results could differ from
those estimates.
EARNINGS PER UNIT
Earnings per unit has been computed by dividing net income for the years
ended December 31, 1996 and 1995 and the period ended December 31, 1994,
respectively, by the weighted average number of units outstanding. Historical
earnings per unit data for the periods ended prior to the Offering on August
17, 1994 are not relevant since the ifnancial information prior to such date
is comprised of combined operations of partnerships and corporations.
F-9
<PAGE>
4. OTHER
Prior to the Initial Public Offering, Evans Withycombe, Inc. had in
place an Executive Incentive Deferred Compensation Plan (the "Executive
Plan"). Pursuant to the Executive Plan, certain executives of Evans
Withycombe, Inc. (the "Participants") were granted unfunded, unsecured rights
to receive cash payments based on the distributions from certain partnerships
in which Evans Withycombe owned an interest. The awards would have vested
over a six-year period from the date of grant. In connection with the
Initial Public Offering, all rights of Participants under the Executive Plan
were canceled, and the participants received (a) an aggregate of
approximately $2,600 in cash which was funded by Evans Withycombe, Inc. prior
to the Initial Public Offering and (b) the right to receive an aggregate of
98,500 shares of restricted stock from Evans Withycombe Residential, Inc. one
year following the Offering if they remain as employees of the Operating
Partnership during such period. One third of the shares vest on each of the
second, third and fourth anniversaries of the Initial Public Offering based
on an offering price per share of $20 (SEE STOCK INCENTIVE PLAN FOOTNOTE).
The $2,600 cash payment, which represents an estimate of the executives'
vested share of the gain, was expensed by Evans Withycombe, Inc. during the
third quarter of 1994 prior to the Offering.
In connection with the repayment of existing indebtedness at the time of
the offering, prepayment penalties and lender participation (additional
interest) totaling $2,600 were paid.
5. MORTGAGE AND NOTES PAYABLE
The Operating Partnership's mortgage notes and notes payable consists of
the following at December 31:
<TABLE>
1996 1995
-------- --------
<S> <C> <C>
Mortgage note payable at fixed interest rate of 7.2 percent,
monthly principal and interest payments through August 18, 1996.
The unpaid principal balance was repaid on August 18, 1996. $ - $ 5,457
Mortgage note payable at fixed interest rate of 8.0 percent,
monthly principal and interest payments. The unpaid principal
balance was repaid on January 9, 1997. 5,380 5,463
Mortgage note payable at fixed interest rate of 8.0 percent,
monthly principal and interest payments. The unpaid principal
balance was repaid on January 9, 1997. 4,340 4,406
Mortgage note payable at fixed interest rate of 8.0 percent,
monthly principal and interest payments. The unpaid principal
balance was repaid on January 9, 1997. 8,951 9,063
Mortgage note payable at fixed interest rate of 8.28 percent,
monthly principal and interest payments. The unpaid principal
balance was repaid on January 31, 1997. 6,225 6,339
Mortgage note payable at fixed interest rate of 9.95 percent,
monthly principal and interest payments through September 15,
1997, remaining balance due September 15, 1997. 12,065 12,184
Mortgage note payable at fixed interest rate of 9.3 percent,
monthly principal and interest payments through September 15,
1997, remaining balance due September 15, 1997 3,182 3,212
F-10
<PAGE>
1996 1995
-------- --------
$50 million securitized debt at a fixed interest rate of 7.17
percent, monthly principal and interest payments through January
1, 2006, remaining balance due January 1, 2006. Secured by first
mortgage liens on 5 communities. 49,509 50,000
Securitized debt at a fixed stated interest rate of 7.98 percent,
with an effective interest rate of 8.05 percent, monthly interest
only payments through August 1, 2001. The face amount of $131
million is due August 1, 2001. Secured by first mortgage liens
on 22 communities, the balance is net of unamortized discount of
$480 and $561 at December 31, 1996 and 1995, respectively. 130,520 130,439
$13 million short term note payable at a fixed interest rate of
6.0 percent. Interest only payments, matured on January 5, 1996.
The unpaid principal balance was repaid on January 5, 1996. - 13,000
$17.3 million tax exempt bonds with a floating interest rate
based on the tax exempt note rate set by the remarketing agent,
or at the option of the Operating Partnership can convert to a
fixed rate as determined by the remarketing agent. Secured by a
$17.5 million direct pay letter of credit agreement, interest
payments only, matures December 1, 2007 (Effective interest rate
of 5.16 percent at December 31, 1996). 17,300 17,300
$22.6 million tax exempt bonds with a floating interest rate
based on the tax exempt note rate set by the remarketing agent,
interest payments only. Secured by a $22.8 million direct pay
letter of credit, matures February 1, 2016. (Effective interest
rate of 5.65 percent at December 31, 1996). 22,650 -
$24.05 million tax exempt bonds with a floating interest rate
based on the tax exempt note rate set by the remarketing agent.
Interest payments only. Secured by a $24.4 million direct pay
letter of credit agreement, matures August 1, 2005. (Effective
interest rate of 6.14 percent at December 31, 1996). 24,050 -
$225 million unsecured Revolving Credit Facility with floating
interest rate based on LIBOR plus 1.50 percent or at the option
of the Company at prime, interest payments only. Matures
September 24, 1999 (Effective interest rate of 7.2 percent at
December 31, 1996). 152,000 40,593
-------- --------
$435,172 $297,456
-------- --------
-------- --------
</TABLE>
Each of the mortgage loans is secured by a first mortgage on separate
communities.
Principal maturities as of December 31, 1996 are as follows:
1997 $ 40,625
1998 563
1999 152,605
2000 650
2001 131,218
Thereafter 110,511
--------
$436,172
--------
--------
F-11
<PAGE>
The $225 million Revolving Credit Facility provides funding for working
capital, construction activities and acquisitions.
The Operating Partnership has three direct pay letters of credit of
$17,500, $22,800 and $24,400 which serve as a credit enhancement for the tax
exempt bonds. The letters of credit are secured by a first mortgage on four
apartment communities.
On January 9, 1997, the Operating Partnership extinguished the debt on
three mortgages with unpaid principal balances of approximately $18,700 with
proceeds from the Revolving Credit Facility. As a result, the Operating
Partnership incurred a loss from the early extinguishment of debt of
approximately $1,200. The Operating Partnership prepaid the $6,225 mortgage
note on January 31, 1997 with proceeds form the Revolving Credit Facility
which resulted in an additional loss from the early extinguishment of debt of
approximately $300. The loss from the early extinguishment of debt was
recorded by the Operating Partnership in the first quarter of 1997.
6. DISTRIBUTIONS
On December 31, 1996, the Operating Partnership paid a distribution of
$.40 per share ($9,217) to unitholders of record as of December 24, 1996.
Approximately 36 percent and 30 percent of the distributions paid during 1996
and 1995 represented return of capital to the unitholders.
7. MANAGEMENT AND DEVELOPMENT FEES
The Operating Partnership, through Evans Withycombe Management, Inc.
performs management services for certain unaffiliated communities. Management
fees received from managed communities were $1,157, $1,268, and $1,668 for
the years ended December 31, 1996, 1995 and 1994, respectively. Included in
1996 third party management fees is a non recurring $500 fee received in
exchange for terminating the management contract on nine apartment
communities containing 1,298 apartment units in the second quarter 1996.
Prior to the Offering, in conjunction with development of projects, the
communities paid development fees to affiliates of $4,554 for the period
ended August 16, 1994.
8. RETIREMENT PLAN
The Operating Partnership has a defined contribution wealth accumulation
plan and trust (the "Plan") covering all employees who have elected to
participate in the Plan. Each participant may make pretax contributions to
the Plan up to the maximum allowed by the IRS. The Operating Partnership
makes a matching contribution of 25 percent of the participant's contribution
up to 1 percent of a participant's salary, which totaled $113, $53, and $91
for 1996, 1995, and 1994, respectively.
F-12
<PAGE>
9. COMMITMENTS AND CONTINGENCIES
The Operating Partnership leases office space in buildings and certain
equipment under noncancelable operating leases. Future minimum payments under
these leases with initial terms of one year or more consist of the following
at December 31, 1996:
1997 $358
1998 364
1999 224
2000 4
----
$950
----
----
Rent expense for the years ended December 31, 1996, 1995 and 1994 was
$360, $300, and $288, respectively.
10. STOCK INCENTIVE PLAN
STOCK OPTION PLAN
Evans Withycombe Residential, Inc. (the "Company") has elected to follow
Accounting Principles Board Opinion No. 25, "Accounting for Stock Issued to
Employees" (APB 25) and related interpretations in accounting for its
employee stock options because, as discussed below, the alternative fair
value accounting provided for under FASB Statement No. 123, "Accounting for
Stock-Based Compensation," requires use of option valuation models that were
not developed for use in valuing employee stock options. Under APB 25,
because the exercise price of the Company's employee stock options equals the
market price of the underlying stock on the date of grant, no compensation
expense is recognized.
Pro forma information regarding net income and earnings per share is
required by Statement 123, and has been determined as if the Company had
accounted for its employee stock options under the fair value method of that
Statement. The fair value for these options was estimated at the date of
grant using a Black-Scholes option pricing model with the following
weighted-average assumptions for 1995 and 1996, respectively: risk-free
interest rates of 6.5% and 6.5%; dividend yields of 7.5% and 7.4%; volatility
factors of the expected market price of the Company's common stock of 0.18
and 0.18; and a weighted-average expected life of the option of 5 years.
Because Statement 123 is applicable only to options granted subsequent to
December 31, 1994, its pro forma effect will not be fully reflected until
1997.
The Black-Scholes option valuation model was developed for use in
estimating the fair value of traded options which have no vesting
restrictions and are fully transferable. In addition, option valuation
models require the input of highly subjective assumptions including the
expected stock price volatility. Because the Company's employee stock
options have characteristics significantly different from those of traded
options, and because changes in the subjective input assumptions can
materially affect the fair value estimate, in management's opinion, the
existing models do not necessarily provide a reliable single measure of the
fair value of its employee stock options.
F-13
<PAGE>
For purposes of pro forma disclosures, the estimated fair value of the
options is amortized to expense over the options' vesting period. The
Company's pro forma information follows (amounts in thousands except for
earnings per share information):
1996 1995
------- -------
Pro forma net income $18,727 $20,925
Pro forma primary earnings per share $0.83 $ 1.02
Exercise prices for options outstanding as of December 31, 1996 ranged
from $18.25 to $22.25. The weighted-average remaining contractual life of
those options is 7.6 years.
Initially 1,830,000 shares of the Company's common stock were reserved
for issuance under the plan. Information with respect to stock options
granted during 1996, 1995 and 1994 is as follows:
Weighted Average
Exercise Price
Shares Per Share
-------- ---------------
Options granted on August 17, 1994 685,200 $20.00
Exercised - -
Granted 16,000 19.65
Forfeited (4,840) 20.00
-------- ------
Options outstanding at December 31, 1994 696,360 19.99
Exercised - -
Granted 21,000 19.74
Forfeited (18,185) 20.00
-------- ------
Options outstanding at December 31, 1995 699,175 19.98
Exercised (19,500) 20.00
Granted 345,000 21.96
Forfeited (115,825) 20.00
-------- ------
Options outstanding at December 31, 1996 908,850 $20.63
-------- ------
-------- ------
Options exercisable:
December 31, 1994 - -
December 31, 1995 175,300 $20.00
December 31, 1996 357,700 $19.98
Options to purchase 901,650, 1,130,825 and 1,133,640 shares of common
stock were available for grant under the plan at December 31, 1996, 1995 and
1994, respectively.
EXECUTIVE STOCK INCENTIVE PLAN
Prior to the Initial Public Offering, the Company's predecessor Evans
Withycombe, Inc. had in place an Executive Incentive Deferred Compensation
Plan (the "Executive Plan").
F-14
<PAGE>
Pursuant to the Executive Plan, certain executives of Evans Withycombe, Inc.
(the "Participants") were granted the right to receive an aggregate of 98,500
shares of restricted stock from the Company one year following the Initial
Public Offering if they remain employees of the Company during such period.
One-third of the shares will vest on each of the second, third and fourth
anniversaries of the Initial Public Offering based on an offering price per
share of $20. The expense will be amortized ratably over the periods in
which the shares vest and an expense of $390 and $698 and $267 for the years
ended December 31, 1996, 1995 and 1994 is included in general and
administrative expense. Information with respect to the executive restricted
stock incentive plan is as follows:
Shares
-------
Restricted stock at December 31, 1994 98,500
Forfeited (15,698)
-------
Restricted stock at December 31, 1995 82,802
Forfeited (8,454)
-------
Restricted stock at December 31, 1996 74,348
-------
-------
Number of shares vested 27,600
RESTRICTED STOCK PROGRAM
In 1996, the Company awarded 10,895 shares of restricted stock to
certain employees of the Operating Partnership under its 1994 Stock Incentive
Plan. The restricted stock vests ratably over periods ranging from one to
four years from the date of the award and are based on the price of the stock
at the award date which ranges from $20.75 to $22.25. The expense will be
amortized ratably over the periods in which the shares vest and an expense of
$83 is included in general and administrative expense for the year ended
December 31, 1996.
The Company uses the proceeds from exercise of stock options and the
issuance of restricted stock to acquire a similar number of units in the
Operating Partnership.
11. MINORITY INTEREST
Evans Withycombe Finance, Inc. owns a one percent interest in the Financing
Partnership at December 31, 1996, 1995 and 1994, respectively, as follows:
F-15
<PAGE>
Dollars
-------
Minority interest in the Financing Partnership
at date of offering $1,594
Allocation of net income 42
Distributions (389)
------
Balance at December 31, 1994 1,247
Allocation of net income 89
Distributions (447)
------
Balance at December 31, 1995 889
Allocation of net income 75
Distributions (137)
------
Balance at December 31, 1996 $ 827
------
------
12. FAIR VALUE OF FINANCIAL INSTRUMENTS
The following disclosures of estimated fair value were determined by
management using available market information and appropriate valuation
methodologies. Judgment is necessary to interpret market data and develop
estimated fair value. Accordingly, the estimates presented herein are not
necessarily indicative of the amounts the Operating Partnership could realize
on disposition of the financial instruments. The use of different market
assumptions and/or estimation methodologies may have a material effect on the
estimated fair value amounts.
Cash equivalents, accounts receivable, accounts payable and other
accruals are carried at amounts that reasonably approximate their fair values
as of December 31, 1996 and 1995. The Operating Partnership's debt has an
estimated aggregate fair value of approximately $437,800 at December 31, 1996
compared to the carrying value of $436,172. At December 31, 1995, the
Operating Partnership's debt had an estimated fair value of approximately
$298,800 compared to the carrying value of $297,456. Fair values were
estimated using discounted cash flow analyses, based on interest rates
currently available to the Operating Partnership for issuance of debt with
similar terms and remaining maturities.
F-16
<PAGE>
13. 1994 RESULTS OF OPERATIONS
The 1994 results of operations of the Operating Partnership and its
Predecessor are as follows:
EVANS WITHYCOMBE EVANS WITHYCOMBE
RESIDENTIAL, L.P. RESIDENTIAL GROUP
----------------- ----------------
AUGUST 17 TO JANUARY 1 TO
DECEMBER 31, 1994 AUGUST 16, 1994
----------------- ---------------
Revenues:
Rental............................... $20,185 $30,912
Third party management fees.......... 560 1,108
Interest and other................... 1,028 3,166
------- -------
Total revenues......................... 21,773 35,186
Expenses:
Repairs and maintenance.............. 2,642 3,646
Property operating................... 2,392 5,442
Advertising.......................... 345 621
Real estate taxes.................... 1,251 1,953
Property management.................. 1,104 1,401
General and administrative........... 410 765
Interest............................. 2,302 5,534
Depreciation and amortization........ 3,754 6,579
Other................................ - 5,233
------- -------
Total expenses......................... 14,200 31,174
------- -------
Net income before minority interest.... 7,573 4,012
Minority interest...................... (42) -
------- -------
Net income............................. $ 7,531 $ 4,012
------- -------
------- -------
F-17
<PAGE>
14. SELECTED QUARTERLY FINANCIAL INFORMATION (UNAUDITED, AMOUNTS IN THOUSANDS,
EXCEPT PER UNIT AMOUNTS).
QUARTER
FIRST SECOND THIRD FOURTH
------- ------ ------- -------
1996
Revenue.......................... $24,161 $24,085 $25,938 $27,442
Net operating income............. 16,840 16,287 16,724 18,676
Income before minority interest.. 5,341 4,748 3,986 4,730
Minority interest................ (23) (16) (15) (21)
Net income....................... 5,318 4,732 3,971 4,709
Earnings per unit................ $ .25 $ .22 $ .17 $ .20
1995
Revenue.......................... $16,276 $17,531 $19,061 $21,663
Net operating income............. 11,413 11,999 12,296 15,864
Income before minority interest.. 5,692 4,975 4,723 5,624
Minority interest................ (26) (19) (16) (28)
Net income....................... 5,666 4,956 4,707 5,596
Earnings per unit................ $ .28 $ .23 $ .23 $ .28
The Operating Partnership defines net operating income as earnings
before property management, general and administrative expense, interest and
depreciation.
F-18
<PAGE>
EVANS WITHYCOMBE RESIDENTIAL, L.P.
SCHEDULE III - REAL ESTATE INVESTMENTS AND ACCUMULATED DEPRECIATION
December 31, 1996
(Amounts in thousands)
<TABLE>
<CAPTION>
Costs Capitalized Gross Amounts
Subsequent at Which
to Acquisition/ Carried at
Initial Open Construction Close of Period
--------------------------------------------------------------------------
Buildings and Buildings and Buildings and
Description Encumbrances Land Improvements Land Improvements Land Improvements Total
- ---------------------------------------------------------------------------------------------------------------------------
<S> <C> <C> <C> <C> <C> <C> <C> <C>
SAME STORE
PHOENIX
Bayside at the Islands
Gilbert, AZ $6,589 $1,877 $6,623 $1,429 $3,491 $3,306 $10,114 $13,420
Country Brook
Chandler, AZ 7,792 937 3,886 25 6,578 962 10,464 11,426
Deer Creek Village
Phoenix, AZ 5,116 919 5,454 506 3,465 1,425 8,919 10,344
Greenwood Village
Tempe, AZ 6,553 1,770 7,119 349 2,322 2,119 9,441 11,560
Heritage Point
Mesa, AZ - 666 5,125 - 397 666 5,522 6,188
La Mariposa
Mesa, AZ 4,750 1,440 3,962 608 2,620 2,048 6,582 8,630
La Valencia
Mesa, AZ 7,792 2,485 6,569 1,068 4,283 3,553 10,852 14,405
Little Cottonwoods
Tempe, AZ 9,424 2,834 6,655 216 7,161 3,050 13,816 16,866
Los Arboles
Chandler, AZ - 1,160 7,836 - 237 1,160 8,073 9,233
Miramonte
Scottsdale, AZ 4,340 1,133 3,711 - 123 1,133 3,834 4,967
Morningside
Scottsdale, AZ 4,542 533 6,316 137 2,115 670 8,431 9,101
Park Meadow
Gilbert, AZ 2,936 607 2,828 225 1,275 832 4,103 4,935
Preserve at Squaw Peak
Phoenix, AZ 3,172 377 4,252 141 1,939 518 6,191 6,709
Promontory Pointe
Phoenix, AZ 7,610 2,038 6,987 (379) 7,861 1,659 4,943 6,602
(9,905)*
Scottsdale Courtyards
Scottsdale, AZ 10,442 2,946 8,385 33 3,087 2,979 11,472 14,451
Scottsdale Meadows
Scottsdale, AZ 5,381 1,512 4,203 - 113 1,512 4,316 5,828
Shadow Brook
Phoenix, AZ 7,922 2,440 9,320 625 3,388 3,065 12,708 15,773
Shores at Andersen Springs
Chandler, AZ 8,196 2,095 9,682 649 3,949 2,744 13,631 16,375
Silver Creek
Phoenix, AZ 3,211 484 3,157 228 2,429 712 5,586 6,298
<CAPTION>
Accumulated New Year Depreciation
Description Depreciation Developed Acquired Lives in Years
- ----------------------------------------------------------------------------------------
<S> <C> <C> <C> <C>
SAME STORE
PHOENIX
Bayside at the Islands
Gilbert, AZ $815 1988-1989 5 TO 40 YEARS
Country Brook
Chandler, AZ 954 1991 5 TO 40 YEARS
Deer Creek Village
Phoenix, AZ 912 1991 5 TO 40 YEARS
Greenwood Village
Tempe, AZ 961 1993 5 TO 40 YEARS
Heritage Point
Mesa, AZ 424 1994 5 TO 40 YEARS
La Mariposa
Mesa, AZ 528 1990 5 TO 40 YEARS
La Valencia
Mesa, AZ 829 1990 5 TO 40 YEARS
Little Cottonwoods
Tempe, AZ 939 1989 5 TO 40 YEARS
Los Arboles
Chandler, AZ 895 1993 5 TO 40 YEARS
Miramonte
Scottsdale, AZ 481 1993 5 TO 40 YEARS
Morningside
Scottsdale, AZ 731 1992 5 TO 40 YEARS
Park Meadow
Gilbert, AZ 450 1992 5 TO 40 YEARS
Preserve at Squaw Peak
Phoenix, AZ 500 1991 5 TO 40 YEARS
Promontory Pointe
Phoenix, AZ 392 1988 5 TO 40 YEARS
Scottsdale Courtyards
Scottsdale, AZ 1,035 1993 5 TO 40 YEARS
Scottsdale Meadows
Scottsdale, AZ 539 1993 5 TO 40 YEARS
Shadow Brook
Phoenix, AZ 1,157 1993 5 TO 40 YEARS
Shores at Andersen Springs
Chandler, AZ 1,078 1993 5 TO 40 YEARS
Silver Creek
Phoenix, AZ 546 1991 5 TO 40 YEARS
</TABLE>
F-19
<PAGE>
<TABLE>
<CAPTION>
<S> <C> <C> <C> <C> <C> <C> <C> <C>
SAME STORE (CONTINUED)
SUN CREEK
Glendale, AZ $3,811 $715 $3,950 $182 $1,648 $897 $5,598 $6,495
The Meadows
Mesa, AZ - 650 4,797 - 2,795 650 6,231 6,881
The Palms (1,361)*
Phoenix, AZ 4,895 2,152 4,455 1,133 2,764 3,285 7,219 10,504
The Pines
Mesa, AZ 3,707 577 3,725 351 2,559 928 6,284 7,212
Towne Square
Chandler, AZ - 1,042 8,413 277 3,614 1,319 12,027 13,346
Villa Encanto
Phoenix, AZ 8,951 2,884 8,558 - 844 2,884 9,402 12,286
Village at Lakewood
Phoenix, AZ 8,317 1,652 5,776 1,514 5,897 3,166 11,673 14,839
TUCSON
Harrison Park
Tucson, AZ 3,315 516 3,511 - 743 516 4,254 4,770
La Reserve
Oro, Valley 6,409 2,309 6,356 956 3,656 3,265 10,012 13,277
Orange Grove Village
Tucson, AZ 3,786 814 3,233 906 2,575 1,720 5,808 7,528
Suntree Village
Oro, Valley 8,550 1,246 8,862 326 3,713 1,572 12,575 14,147
The Arboretum
Tucson, AZ 16,684 1,014 8,323 1,526 3,349 2,540 11,672 14,212
Village at Tanque Verde
Tucson, AZ 6,436 690 1,280 745 4,895 1,435 6,175 7,610
----------------------------------------------------------------------------------------
SUBTOTAL SAME STORE 180,629 44,514 183,309 13,776 84,619 58,290 267,928 326,218
COMMUNITIES STABILIZED LESS THAN
TWO YEARS
Phoenix
Gateway Villas
Phoenix, AZ - 1,431 11,238 - (50) 1,431 11,188 12,619
Mountain Park Ranch
Phoenix, AZ 9,704 1,662 12,540 - 28 1,662 12,568 14,230
Sonoran
Phoenix, AZ - 2,362 20,802 - 17 2,362 20,819 23,181
The Enclave
Tempe, AZ $ 8,367 $1,500 $10,527 $ - $26 $1,500 $10,553 $12,053
The Heritage
Phoenix, AZ - 1,211 12,370 - (13) 1,211 12,357 13,568
Towne Square Expansion Phase II
Chandler, AZ - - 6,061 - - - 6,061 6,061
TUCSON
Arboretum Expansion Phase II
Tucson, AZ - 914 8,383 - - 914 8,383 9,297
----------------------------------------------------------------------------------------
SUBTOTAL COMMUNITIES STABILIZED
LESS THAN TWO YEARS 18,071 9,080 81,921 - 8 9,080 81,929 91,009
<CAPTION>
<S> <C> <C> <C> <C>
SAME STORE (CONTINUED)
SUN CREEK
Glendale, AZ $624 1993 5 TO 40 YEARS
The Meadows
Mesa, AZ 532 1987 5 TO 40 YEARS
The Palms
Phoenix, AZ 512 1990 5 TO 40 YEARS
The Pines
Mesa, AZ 679 1992 5 TO 40 YEARS
Towne Square
Chandler, AZ 1,607 1992 5 TO 40 YEARS
Villa Encanto
Phoenix, AZ 983 1991 5 TO 40 YEARS
Village at Lakewood
Phoenix, AZ 915 1991 5 TO 40 YEARS
TUCSON
Harrison Park
Tucson, AZ 393 1991 5 TO 40 YEARS
La Reserve
Oro, Valley 732 1988 5 TO 40 YEARS
Orange Grove Village
Tucson, AZ 605 1991 5 TO 40 YEARS
Suntree Village
Oro, Valley 1,348 1992 5 TO 40 YEARS
The Arboretum
Tucson, AZ 1,584 1992 5 TO 40 YEARS
Village at Tanque Verde
Tucson, AZ 589 1990 5 TO 40 YEARS
---------
SUBTOTAL SAME STORE 25,269
COMMUNITIES STABILIZED LESS THAN
TWO YEARS
Phoenix
Gateway Villas
Phoenix, AZ 561 1994-1995 5 TO 40 YEARS
Mountain Park Ranch
Phoenix, AZ 1,032 1994-1995 5 TO 40 YEARS
Sonoran
Phoenix, AZ 1,142 1994-1995 5 TO 40 YEARS
The Enclave
Tempe, AZ $860 1994-1995 5 TO 40 YEARS
The Heritage
Phoenix, AZ 769 1994-1995 5 TO 40 YEARS
Towne Square Expansion Phase II
Chandler, AZ - 1994-1995 5 TO 40 YEARS
TUCSON
Arboretum Expansion Phase II
Tucson, AZ - 1994-1995 5 TO 40 YEARS
---------
SUBTOTAL COMMUNITIES STABILIZED
LESS THAN TWO YEARS 4,364
</TABLE>
F-20
<PAGE>
<TABLE>
<CAPTION>
<S> <C> <C> <C> <C> <C> <C> <C> <C>
DEVELOPMENTS AND LEASE-UP PROPERTIES
PHOENIX
Country Brook Expansion Phase III
Chandler, AZ - 543 6,779 - - 543 6,779 7,322
The Hawthorne
Phoenix, AZ - 2,695 14,087 - - 2,695 14,087 16,782
Ingleside
Phoenix, AZ - 1,204 6,242 - - 1,204 6,242 7,446
The Isle at Arrowhead Ranch
Glendale, AZ - 1,652 9,806 - - 1,652 9,806 11,458
Ladera
Phoenix, AZ - 2,979 14,884 - - 2,979 14,884 17,863
Mirador
Phoenix, AZ - 2,597 20,885 - - 2,597 20,885 23,482
Park Meadow Expansion Phase II
Gilbert, AZ - 4 3,998 - - 4 3,998 4,002
Promontory Pointe Expansion Phase II
Phoenix, AZ - 665 8,141 - - 665 8,141 8,806
Towne Square Expansion Phase III
Chandler, AZ - 605 6,092 - - 605 6,092 6,697
The Retreat (1)
Phoenix, AZ - 3,477 2,578 - - 3,477 2,578 6,055
Scottsdale & Mountain View (1)
Scottsdale, AZ - 3,456 508 - - 3,456 508 3,964
Vista Grove (1)
Mesa, AZ $- $1,343 $1,897 $- $- $1,343 $1,897 $3,240
The Gates Project (2)
Various Locations - - 551 - - - 551 551
Laguna at Arrowhead (1)
Glendale, AZ - 879 592 - - 879 592 1,471
TUCSON
Bear Canyon
Tucson, AZ - 1,645 12,926 - - 1,645 12,926 14,571
Harrison Park Expansion Phase II
Tucson, AZ - 749 8,912 - - 749 8,912 9,661
The Legends
Tucson, AZ - 2,728 17,893 - - 2,728 17,893 20,621
Orange Grove Expansion Phase II
Tucson, AZ - 93 7,213 - - 93 7,213 7,306
----------------------------------------------------------------------------------------
SUBTOTAL DEVELOPMENTS AND
LEASE-UP PROPERTIES - 27,314 143,984 - - 27,314 143,984 171,298
ACQUISITIONS
PHOENIX
Acacia Creek
Scottsdale, AZ 15,247 6,122 24,382 - 599 6,122 24,981 31,103
Rancho Murietta
Tempe, AZ 6,225 1,766 10,208 - 993 1,766 11,201 12,967
Superstition Vista
Mesa, AZ - 1,641 12,272 - 1,512 1,641 13,784 15,425
<CAPTION>
<S> <C> <C> <C> <C>
DEVELOPMENTS AND LEASE-UP PROPERTIES
PHOENIX
Country Brook Expansion Phase III
Chandler, AZ 136 1995 5 TO 40 YEARS
The Hawthorne
Phoenix, AZ 122 1995 5 TO 40 YEARS
Ingleside
Phoenix, AZ 386 1995 5 TO 40 YEARS
The Isle at Arrowhead Ranch
Glendale, AZ 3 1996 5 TO 40 YEARS
Ladera
Phoenix, AZ 727 1994-1995 5 TO 40 YEARS
Mirador
Phoenix, AZ 921 1994-1995 5 TO 40 YEARS
Park Meadow Expansion Phase II
Gilbert, AZ 100 1995 5 TO 40 YEARS
Promontory Pointe Expansion Phase II
Phoenix, AZ 68 1995 5 TO 40 YEARS
Towne Square Expansion Phase III
Chandler, AZ 177 1995 5 TO 40 YEARS
The Retreat (1)
Phoenix, AZ - 1997 5 TO 40 YEARS
Scottsdale & Mountain View (1)
Scottsdale, AZ - 1997 5 TO 40 YEARS
Vista Grove (1)
Mesa, AZ $- 1997 5 TO 40 YEARS
The Gates Project (2)
Various Locations - Various 5 TO 40 YEARS
Laguna at Arrowhead (1)
Glendale, AZ - 1997 5 TO 40 YEARS
TUCSON
Bear Canyon
Tucson, AZ 237 1995 5 TO 40 YEARS
Harrison Park Expansion Phase II
Tucson, AZ 235 1995 5 TO 40 YEARS
The Legends
Tucson, AZ 1,235 1994-1995 5 TO 40 YEARS
Orange Grove Expansion Phase II
Tucson, AZ 312 1995 5 TO 40 YEARS
----------
SUBTOTAL DEVELOPMENTS AND
LEASE-UP PROPERTIES 4,644
ACQUISITIONS
PHOENIX
Acacia Creek
Scottsdale, AZ 1,486 1995 5 TO 40 YEARS
Rancho Murietta
Tempe, AZ 698 1995 5 TO 40 YEARS
Superstition Vista
Mesa, AZ 480 1995 5 TO 40 YEARS
</TABLE>
F-21
<PAGE>
<TABLE>
<CAPTION>
<S> <C> <C> <C> <C> <C> <C> <C> <C>
ACQUISITIONS (continued)
CALIFORNIA
Canyon Crest Views
Riverside, CA $ - $1,745 $12,163 $ - $ - $1,745 $12,163 $13,908
The Ashton
Corona Hills, CA 17,300 2,594 18,679 - 2,185 2,594 20,864 23,458
Portofino
Chino Hills, CA - 3,572 9,031 - - 3,572 9,031 12,603
Parkview Terrace Club
Redlands, CA 22,650 4,969 28,301 - - 4,969 28,301 33,270
Redlands Lawn and Tennis Club
Redlands, CA 24,050 4,822 24,045 - - 4,822 24,045 28,867
----------------------------------------------------------------------------------------
SUBTOTAL ACQUISITIONS 85,472 27,231 139,081 - 5,289 27,231 144,370 171,601
CORPORATE OFFICE
SCOTTSDALE, AZ - - 325 - 1,099 - 1,424 1,424
----------------------------------------------------------------------------------------
TOTAL $284,172 $108,139 $548,620 $13,776 $91,015 $121,915 $639,635 $761,550
----------------------------------------------------------------------------------------
----------------------------------------------------------------------------------------
<CAPTION>
<S> <C> <C> <C> <C>
ACQUISITIONS (continued)
CALIFORNIA
Canyon Crest Views
Riverside, CA $141 1996 5 TO 40 YEARS
The Ashton
Corona Hills, CA 510 1995 5 TO 40 YEARS
Portofino
Chino Hills, CA 91 1996 5 TO 40 YEARS
Parkview Terrace Club
Redlands, CA 286 1996 5 TO 40 YEARS
Redlands Lawn and Tennis Club
Redlands, CA 50 1996 5 TO 40 YEARS
----------
SUBTOTAL ACQUISITIONS 3,742
CORPORATE OFFICE
SCOTTSDALE, AZ 312 1994 5 TO 8 YEARS
----------
TOTAL $38,331
----------
----------
</TABLE>
(1) Projects are currently in the early planning stage.
(2) The Gates Project represents the costs associated with the Company's
investment in constructing security gate systems at all its
apartment communities.
* Write-down of real estate assets.
F-22
<PAGE>
EVANS WITHYCOMBE RESIDENTIAL, INC.
SCHEDULE III - REAL ESTATE INVESTMENTS AND
ACCUMULATED DEPRECIATION
A summary of activity for real estate investments and accumulated
depreciation is as follows:
<TABLE>
YEARS ENDED DECEMBER 31,
------------------------------
1996 1995 1994
-------- -------- --------
(AMOUNTS IN THOUSANDS)
<S> <C> <C> <C>
Balance at beginning of period $587,183 $399,987 $292,513
Acquisitions 88,648 77,895 5,849
Improvements, including construction costs 85,719 109,301 66,604
Elimination of accumulated depreciation
at date of acquisition - - (38,360)(1)
Fair value adjustment - - 73,381
-------- -------- --------
Balance at close of period $761,550 $587,183 $399,987
-------- -------- --------
-------- -------- --------
Accumulated depreciation
Balance at beginning of period $ 17,511 $ 3,749 $ 32,065
Depreciation 20,885 13,762 10,333
Accumulated depreciation on disposals (65) - (289)
Elimination of accumulated depreciation
at date of acquisition - - (38,360)
-------- -------- --------
Balance at close of period $ 38,331 $ 17,511 $ 3,749
-------- -------- --------
-------- -------- --------
</TABLE>
Amount represents decrease in basis due to acquiring real estate at net
book value at the time of the Offering.
F-23
<PAGE>
SIGNATURES
Pursuant to the requirements of Section 12 of the Securities Exchange Act
of 1934, the Registrant has duly caused this Amendment No. 1 to registration
statement to be signed on its behalf by the undersigned, thereunto duly
authorized.
EVANS WITHYCOMBE RESIDENTIAL, L.P.
By: Evans Withycombe Residential, Inc.,
as General Partner
By: /s/ PAUL R. FANNIN
-------------------------------------
Paul R. Fannin
Senior Vice President and
Chief Financial Officer,
Secretary and Treasurer
Date: March 11, 1997
<PAGE>
EXHIBIT INDEX
Certain of the exhibits required by Item 601 of Regulation S-K have been
filed with previous reports by Evans Withycombe Residential, Inc. and are
herein incorporated by reference thereto.
EXHIBIT NO. EXHIBIT
- ----------- -------
4.1* Amended and Restated Agreement of Limited Partnership of the Evans
Withycombe Residential, L.P., dated as of August 17, 1994.
10.1** Asset Contribution Agreement by and among Evans Withycombe
Residential, Inc. and Evans Withycombe Residential, L.P., as
purchasers, and the Sellers listed therein, dated as of June 9, 1994.
10.2* Revolving Loan Agreement by and between Bank One, Arizona, N.A. and
Evans Withycombe Residential, L.P., dated December 1, 1995.
10.3* Property Management Agreement by and between Evans Withycombe
Residential, L.P. and Evans Withycombe Management, Inc. dated August
17, 1994.
10.4* Property Contribution Agreement by and between Evans Withycombe
Residential, L.P., Evans Withycombe Residential, Inc. and Acacia Creek
Limited Partnership dated as of February 1, 1995.
10.5* Loan Agreement by and between Northwestern Mutual Life Insurance and
Evans Withycombe Residential, L.P., dated December 15, 1995.
10.6*** Revolving Loan Agreement by and between the Banks named herein, Bank
One Arizona, N.A., as administrative agent, and Bank of America,
National Trust and Savings Association and Wells Fargo Bank, National
Association as co-agents, and Evans Withycombe Residential, L.P.,
dated September 24, 1996.
12.1+ Calculation of Ratio of Debt to Market Capitalization.
21.1+ List of Subsidiaries.
99.1 Item 2. Properties, pages 5 through 8 from the Company's Annual
Report on Form 10-K/A for the year ended December 31, 1996.
99.2 Item 10. Directors and Executive Officers of the Registrant, pages 23
through 27 from the Company's Annual Report on Form 10-K/A for the
year ended December 31, 1996.
99.3 Item 11. Executive Compensation, pages 27 through 35 from the
Company's Annual Report on Form 10-K/A for the year ended December
31, 1996.
<PAGE>
99.4 Item 13. Certain Relationships and Related Transactions, page 37 from
the Company's Annual Report on Form 10-K/A for the year ended December
31, 1996.
*Previously filed as an exhibit to the Company's annual report on Form 10-K
for the fiscal year ended December 31, 1995 and 1994 and incorporated herein
by reference.
**Previously filed as an exhibit to the Company's Registration Statement on
Form S-11 and amendments thereto (File No. 33-80150) and incorporated herein
by reference.
***Previously filed as an exhibit to the Company's Registration Statement on
Form S-3 and amendments thereto (File No. 333-17805) and is incorporated
herein by reference.
+Previously filed.
<PAGE>
COMPETITION
The Communities are located in areas that include other apartment communities
and that may include new apartment communities that are under construction. The
number of competitive communities in a particular area could have an effect on
the Company's ability to lease apartments at the Communities or at any newly
developed or acquired properties and on the rents charged by the Company. In
addition, other forms of housing, such as single family homes, townhomes and
condominiums provide alternatives to potential residents of high quality
apartment complexes like the Communities.
ENVIRONMENTAL MATTERS
Under various federal, state and local environmental laws, ordinances and
regulations, a current or previous owner or operator of real estate may be
required to investigate and clean up hazardous or toxic substances or petroleum
product releases at such property, and may be held liable to a governmental
entity or to third parties for property damage and for investigation and clean-
up costs incurred by such parties in connection with the contamination.
The Company believes that the Communities are in compliance in all material
respects with all federal, state and local laws, ordinances and regulations
regarding hazardous or toxic substances or petroleum products. The Company has
not been notified by any governmental authority, and is not otherwise aware, of
any material noncompliance, liability or claim relating to hazardous or toxic
substances or petroleum products in connection with any of its present
properties.
EMPLOYEES
As of January 15, 1997, the Company, primarily through the Management Company,
employed 583 persons. The Management Company and/or the Operating Partnership
employ substantially all of the professional employees that are currently
engaged in the residential property management, development, acquisition and
construction businesses of the Company. The Company believes that its relations
with its employees are good.
REGULATION
Apartment communities are subject to various laws, ordinances and regulations,
including laws, ordinances and regulations related to fair housing, Americans
with disabilities and building safety. The Company believes that each Community
has the necessary permits and approvals to operate its business and that each
Community is in material compliance with present laws, ordinances and
regulations.
SEASONALITY
The fall and winter months in the Company's Arizona markets generally experience
somewhat higher seasonal occupancies.
ITEM 2. PROPERTIES
Stabilized Properties
The following sets forth certain information regarding the current Stabilized
Communities. All of the Communities are owned 100 percent in fee by the
Company. For a description of liens on certain of the Communities listed below,
see Schedule III - Real Estate Investments and Accumulated Depreciation on page
F-17.
5
<PAGE>
<TABLE>
<CAPTION>
PHYSICAL
AVERAGE AVERAGE OCCUPANCY
YEAR UNIT PHYSICAL AS OF
DEVELOPED SIZE OCCUPANCY DECEMBER
NUMBER OF DEVELOPED/ OR (SQUARE DURING 31,
STABILIZED COMMUNITIES CITY APARTMENTS ACQUIRED ACQUIRED FEET) 1996 (1) 1996 (1)
- ---------------------- ---- --------- --------- --------- ------- --------- ----------
<S> <C> <C> <C> <C> <C> <C> <C>
ARIZONA:
PHOENIX:
Acacia Creek Scottsdale 508 Acquired 1995 910 97% 98%
Bayside at the Islands Gilbert 272 Developed 1988 870 93% 94%
Country Brook (4) Chandler 396 Acq/Dev 1991/1993/1996 961 93% 92%
Deer Creek Village Phoenix 308 Acquired 1991 819 97% 92%
Gateway Villas Scottsdale 180 Developed 1995 998 96% 97%
Greenwood Village Tempe 270 Acquired 1993 884 96% 93%
Heritage Point Mesa 148 Acquired 1994 773 95% 91%
La Mariposa Mesa 222 Acquired 1990 928 95% 93%
La Valencia Mesa 361 Acquired 1990 950 92% 87%
Ladera Phoenix 248 Developed 1996 1,012 95% 98%
Little Cottonwoods Tempe 379 Acq/Acq/Dev 1989/89/90 1,023 91% 85%
Los Arboles (2) Chandler 232 Developed 1985 851 95% 92%
Mirador Phoenix 316 Developed 1996 987 85% 94%
Miramonte Scottsdale 151 Developed 1983 782 98% 99%
Morningside Scottsdale 160 Acquired 1992 1,019 95% 99%
Mountain Park Ranch Phoenix 240 Developed 1995 961 93% 93%
Park Meadow (4) Gilbert 224 Acq/Dev 1992/1996 880 96% 93%
Preserve at Squaw Peak Phoenix 108 Acquired 1991 952 96% 90%
Promontory Pointe (3) Phoenix 304 Acquired 1988 986 91% 83%
Rancho Murietta Tempe 292 Acquired 1995 866 97% 87%
Scottsdale Courtyards Scottsdale 274 Developed 1993 1,044 97% 100%
Scottsdale Meadows Scottsdale 168 Developed 1984 888 95% 99%
Shadow Brook Phoenix 224 Acquired 1993 1,010 97% 98%
Shores at Andersen Springs Chandler 299 Developed 1989/1993 889 97% 97%
Silver Creek Phoenix 174 Acquired 1991 775 98% 97%
Sonoran Phoenix 429 Developed 1995 965 93% 89%
Sun Creek Glendale 175 Acquired 1993 762 98% 98%
Superstition Vista Mesa 316 Acquired 1995 950 97% 96%
The Enclave Tempe 204 Developed 1995 952 97% 100%
The Heritage Phoenix 204 Developed 1995 973 93% 92%
The Ingleside Phoenix 120 Developed 1995 987 96% 94%
The Meadows Mesa 306 Acquired 1987 809 94% 92%
The Palms Phoenix 132 Developed 1990 1,026 93% 96%
The Pines Mesa 194 Acquired 1992 887 96% 94%
Towne Square (4) Chandler 584 Acq/Dev 1992/1995/1996 960 92% 90%
Villa Encanto Phoenix 382 Developed 1983 810 99% 99%
Village at Lakewood Phoenix 240 Developed 1988 857 94% 98%
------
9,744
------
TUCSON:
Harrison Park (3) Tucson 172 Acquired 1991/1996 809 87% 85%
La Reserve Oro Valley 240 Developed 1988 900 91% 92%
Orange Grove Village (4) Tucson 400 Acq/Dev 1991/1996 714 93% 87%
Suntree Village Oro Valley 424 Acquired 1992 831 91% 93%
The Arboretum Tucson 496 Acq/Dev 1992/1995 886 93% 89%
The Legends Tucson 312 Developed 1995 1,041 94% 94%
Village at Tanque Verde Tucson 217 Acq/Dev 1990/1995 694 90% 83%
--------
2,261
--------
Total Arizona 12,005
CALIFORNIA:
The Ashton Corona Hills 492 Acquired 1995 850 94% 92%
Canyon Crest Views (5) Riverside 178 Acquired 1996 1,193 97% 96%
Portofino (6) Chino Hills 176 Acquired 1996 873 99% 98%
Parkview Terrace (6) Redlands 558 Acquired 1996 801 96% 95%
Redlands Lawn & Tennis (7) Redlands 496 Acquired 1996 795 89% 89%
-------- --------
Total California 1,900
--------
--------
Total 13,905 44,343
-------- --------
-------- --------
Weighted Average 283 905
-------- --------
-------- --------
</TABLE>
6
<PAGE>
_________
(1) Physical occupancy is defined as apartments occupied or leased (including
models and employee apartments) divided by the total number of leasable
apartments within the Community, expressed as a percentage.
(2) The Company owns approximately a 10 percent interest in the joint venture
that owns Los Arboles II, as well as two promissory notes with an
outstanding balance of approximately $760,000, secured by subordinated
liens on such property. Los Arboles II contains 200 apartments, was
developed in 1987, has an average unit size of 843 square feet and had
average physical occupancy during 1996 of 95 percent and physical occupancy
as of December 31, 1996 of 92 percent.
(3) Another phase of this community is currently under development. See
"Development and Construction Activity" below.
(4) A new phase of this community was completed and reached stabilized
occupancy in 1996.
(5) Property was acquired June 1996.
(6) Property was acquired July 1996.
(7) Property was acquired December 1996.
Of the current Stabilized Communities included in the table, 37 are located in
the greater Phoenix area, seven are located in the Tucson area and five are
located in California. All of the Stabilized Communities are managed and
operated by the Company and have an average size of 283 units. The Stabilized
Communities are primarily oriented to upscale residents seeking high levels of
amenities, such as clubhouses, exercise rooms, tennis courts, swimming pools,
therapy pools and covered parking. The average unit size of the Stabilized and
Communities under Construction combined is 905 square feet. All have fully-
equipped kitchens with upgraded cabinets, individual utility metering,
dishwashers, microwave ovens, separate dining areas, individual storage,
spacious patios and balconies, and ceramic tile entries. Most have
washers/dryers; and many offer high ceilings, fireplaces, and alarm system
prewiring.
DEVELOPMENT AND CONSTRUCTION ACTIVITY
The apartment Communities under Construction and in Lease-Up are listed below:
<TABLE>
<CAPTION>
ACTUAL ACTUAL OR
AVERAGE ESTIMATED DATE OF ESTIMATED ESTIMATED
UNIT CONSTRUCTION CONSTRUCTION COMMENCE- DATE OF
TOTAL SIZE COST COMMENCE- MENT OF STABILIZED
NAME CITY UNITS (SQ. FT.) (MILLIONS) MENT LEASE-UP OCCUPANCY
- ------------------------------------------------------------------------------------------------------------------------------------
QUARTER
------------------------------------------
<S> <C> <C> <C> <C> <C> <C> <C>
PHOENIX
The Hawthorne Phoenix 276 904 $ 17 4:95 3:96 3:97
The Isle at Arrowhead Ranch Glendale 256 940 17 2:96 4:96 4:97
Promontory Pointe II
Expansion Phoenix 120 1,013 8 4:95 3:96 2:97
------ ------
652 42
TUCSON
Bear Canyon Tucson 238 973 15 3:95 2:96 2:97
Harrison Park II Expansion Tucson 188 974 10 3:95 2:96 2:97
------ ------
426 25
------ ------
TOTAL 1,078 $ 67
------ ------
------ ------
</TABLE>
7
<PAGE>
The Company owns sites in the Phoenix area intended for the development of four
additional multifamily apartment communities, which, if completed, are expected
to contain approximately 1115 apartment units. In February 1997, the Company
began the construction at one of the sites of the first phase of The Retreat,
which will contain 240 apartment units. Upon completion of the construction of
phase I and phase II, The Retreat will ultimately contain 480 apartment units.
There can be no assurance, that the Company will succeed in obtaining any
necessary governmental approvals or any financing required to develop the
remaining sites or the completion of phase II of The Retreat, or that the
Company will decide to develop any particular project.
The information set forth in the table above is based upon a number of estimates
and assumptions that are inherently subject to business, economic and
competitive uncertainties and contingencies, many of which are beyond the
Company's control. The actual development cost, completion date and
stabilization date of any project will be dependent upon a variety of factors
beyond the control of the Company including, for example, labor and other
personnel costs, material costs, weather conditions, government fees and leasing
rates.
ITEM 3. LEGAL PROCEEDINGS
Neither the Company, the Operating Partnership, the Management Company, the
Financing Partnership, or any of the Communities is presently subject to
material litigation nor, to the Company's knowledge, is any litigation
threatened against the Company or any of the Communities, other than routine
actions for negligence or other claims and administrative proceedings arising in
the ordinary course of business, some of which are expected to be covered by
liability insurance and all of which collectively are not expected to have a
material adverse effect on the business or financial condition of the Company.
ITEM 4. SUBMISSION OF MATTERS TO A VOTE OF STOCKHOLDERS
There were no matters submitted to a vote of the Company's stockholders during
the fourth quarter of 1996.
PART II
ITEM 5. MARKET FOR THE REGISTRANT'S COMMON STOCK AND RELATED
STOCKHOLDER MATTERS
(a) MARKET INFORMATION: The Company's Common Stock, $.01 par value, is traded
on the New York Stock Exchange under the symbol "EWR." The ranges of high and
low sales prices of the Company's trading reported on the New York Stock
Exchange composite tape of each quarter since the Initial Public Offering
through the fourth quarter of 1996 have been as follows:
<TABLE>
<CAPTION>
Sale Prices Dividends
------------
High Low Declared
---- --- --------
<S> <C> <C> <C>
1994
- -----
Third quarter (from August 10 to
September 30, 1994) $21 1/4 $19 3/8 $.18(1)
Fourth quarter 21 1/2 17 7/8 .37
1995
- -----
First quarter 20 7/8 19 1/2 .37
Second quarter 20 7/8 18 3/8 .37
Third quarter 20 3/8 18 1/2 .38
Fourth quarter 21 5/8 18 7/8 .38
1996
- -----
First quarter 23 1/4 20 3/4 .39
Second quarter 23 1/4 20 1/4 .39
Third quarter 21 7/8 19 3/4 .40
Fourth quarter 22 1/4 20 1/8 .40
</TABLE>
- --------------
(1) Paid with respect to the period August 17, 1994 to September 30, 1994.
8
<PAGE>
Acquisition of assets and community expenditures for the years ended December 31
are as follows:
1996 1995
-------- --------
New community development $ 82,177 $ 107,223
Acquisitions 88,648 77,895
Nonrecurring capital expenditures
Vehicle access control gates 551 -
Computer upgrade 413 202
Recurring capital expenditures:
Community additions and
improvements 2,374 1,547
Corporate additions and improvements 348 549
-------- --------
$174,511 $187,416
-------- --------
-------- --------
ITEM 8. FINANCIAL STATEMENTS AND SUPPLEMENTARY DATA
The Report of Independent Auditors, Consolidated Financial Statements and
Selected Quarterly Financial Information are set forth on pages F-1 to F-22 of
this Annual Report on Form 10-K/A.
ITEM 9. CHANGES IN AND DISAGREEMENTS WITH ACCOUNTANTS ON
ACCOUNTING AND FINANCIAL DISCLOSURE
There were no changes in accountants or disagreements with the Company's
accountants on accounting and financial disclosure matters in 1996.
PART III
ITEM 10. DIRECTORS AND EXECUTIVE OFFICERS OF THE REGISTRANT
The Board of Directors of the Company is currently comprised of seven members
divided into three classes serving staggered terms of three years each.
Pursuant to the Company's Charter and Bylaws, the term of office of one class of
directors expires each year and at each annual meeting the successors of the
class whose term is expiring in that year are elected to hold office for a term
of three years and until their successors are elected and have qualified. The
current terms of two directors expire in this year, three expire in 1998 and two
expire in 1999.
<TABLE>
<CAPTION>
NOMINEES FOR ELECTION AS DIRECTOR AT THE 1997
ANNUAL MEETING OF STOCKHOLDERS
NAME AGE PRESENT POSITION WITH THE COMPANY DIRECTOR SINCE
- ---- --- --------------------------------- --------------
<S> <C> <C> <C>
Richard G. Berry 52 President, Chief Operating Officer and Director 1994
Joseph W. O'Connor 51 Director 1994
</TABLE>
Richard G. Berry was appointed President and Chief Operating Officer of the
Company on January 21, 1997. Prior to that time, Mr. Berry served as the
Executive Vice President and a director of the Company since its formation in
May 1994 and has served as the Executive Vice President of Evans Withycombe,
Inc. since 1992.
23
<PAGE>
From 1983 to 1992, Mr. Berry served as Chairman of the Board of Berry and Boyle,
a real estate investment and development management company. Prior to 1983, Mr.
Berry served as Executive Vice President of Hutton Real Estate Services and was
responsible for that firm's real estate investment and management activities.
Mr. Berry earned a Bachelor of Architecture degree and a Masters of Business
Administration degree from the University of Michigan. He also served as an
officer of a United States Navy mobile construction battalion for three years.
Joseph W. O'Connor became a director of the Company concurrently with the
closing of the Initial Public Offering in August 1994. Mr. O'Connor has been
active in real estate since 1970 and has served for 14 years as the President
and Chief Executive Officer of Copley Real Estate Advisors, Inc. In 1996,
Copley Real Estate Advisors merged with Aldrich, Eastman and Waltch to form AEW
Capital Management L.P. where Mr. O'Connor is currently Co-Chairman.
Mr. O'Connor is a graduate of Holy Cross College and earned his Masters of
Business Administration Degree at Harvard Business School. He has lectured
extensively and is affiliated with numerous real estate professional
organizations and community affairs. At the present time, Mr. O'Connor is
either a Director or Trustee of the following entities: The Urban Land
Institute, Copley Properties, Inc., The New England Aquarium, Harvard Management
Company, Children's Hospital and the MIT Center for Real Estate Development.
<TABLE>
<CAPTION>
DIRECTORS CONTINUING IN OFFICE
DIRECTOR TERM
NAME AGE PRESENT POSITION WITH THE COMPANY SINCE EXPIRES
- ---- --- --------------------------------- -------- -------
<S> <C> <C> <C> <C>
Stephen O. Evans 51 Chairman of the Board and
Chief Executive Officer 1994 1998
F. Keith Withycombe 52 Director 1994 1999
Joseph F. Azrack 49 Director 1994 1998
G. Peter Bidstrup 66 Director 1994 1999
John O. Theobald II 52 Director 1994 1998
</TABLE>
Stephen O. Evans has served as the Chairman of the Board and Chief Executive
Officer of the Company since its formation in May 1994. Mr. Evans founded the
predecessor of the Company in 1977 and served as Chairman of the Board and Chief
Executive Officer. From 1973 to 1977, Mr. Evans was Investment Vice President
of W.R. Schulz & Associates, at that time Arizona's largest apartment
development company. He earned his Bachelor of Science in Business
Administration and Masters of Business Administration degrees from Arizona State
University. He also served as an officer in the United States Air Force for
four years. Mr. Evans affiliations include National Multi-Housing Council;
National Association of Real Estate Investment Trusts (NAREIT); Lambda Alpha, a
National Land Economic Fraternity; and Urban Land Institute.
F. Keith Withycombe has served as a director of the Company since its formation
in May 1994 and served as the President and Chief Operating Officer of the
Company since its formation until January 21, 1997. Prior to that time,
Mr. Withycombe served as the President of Evans Withycombe, Inc. From 1973 to
1981, Mr. Withycombe was Vice President and a Managing Partner for W.R. Schulz &
Associates where he was responsible for the development and management of a
large number of apartment projects, in addition to corporate responsibilities.
Mr. Withycombe is a Certified Property Manager. He is a graduate of the
United States Air Force Academy with an Engineering Sciences degree, and earned
a Master of Industrial Engineering degree from Arizona State University. He
also served as an officer in the United States Air Force for six years.
Joseph F. Azrack became a director of the Company concurrently with the closing
of the Company's Initial Public Offering in August 1994. Mr. Azrack is
President and Chief Executive Officer of AEW Capital Management, L.P., a Boston
based real estate investment advisory firm. Mr. Azrack has over 23 years
experience in the real estate investment industry. He is past Chairman of the
Pension Real Estate Association. Mr. Azrack is also a
24
<PAGE>
Trustee of the Urban Land Institute, Past Chairman of the ULI's Task Force on
Real Estate Capital Markets and is a member of the National Realty Committee.
He is also a member of the Board of Directors of La Quinta Inns, and a member of
the Taubman Realty Group, L.P. partnership committee. Mr. Azrack is also a past
adjunct professor of Real Estate Finance at Columbia University's Graduate
School of Business Administration. He is a graduate of Villanova University
(B.S.) and Columbia University (M.B.A.).
Peter Bidstrup became a director of the Company concurrently with the closing of
the Company's Initial Public Offering in August 1994. Mr. Bidstrup formed
Doubletree, Inc. in 1969 and was Chairman and Chief Executive Officer of the
company and its successor, Met Hotels, Inc. until 1991. Since 1991,
Mr. Bidstrup has been a principal officer and director of Bid-Group, Inc., CDT
Investments, Inc. and GA Investments, Inc. Manager, COPA Capital, L.L.C.
Mr. Bidstrup also is the founder of Homeward Bound, a non-profit housing
organization. His memberships include Association for Corporate Growth; Dean's
Council of 100, ASU College of Business; Entrepreneurial Fellow, University of
Arizona; Lambda International; the Board of Directors of the World President's
Organization; the Board of Directors of the Arizona Community Foundation.
Mr. Bidstrup holds a Bachelor of Science Degree from the United States Military
Academy and a Master of Business Administration Degree from the Harvard Graduate
School of Business Administration.
John O. Theobald II became a director of the Company concurrently with the
closing of the Company's Initial Public Offering in August 1994. Since 1988,
Mr. Theobald has served as Senior Vice President and General Counsel for The
Pointe Group, Ltd., a privately owned real estate company operating in Arizona
and Southern California with activities including residential, office,
industrial, land development and resort development and management. From 1973
to 1988, Mr. Theobald was a partner in the law firm of McLoone, Theobald &
Galbut, specializing in real estate and corporate law. His memberships includes
the Boards of Directors of St. Luke's Charitable Health Trust, Herrington
Arthritis Research Center; and The Arizona Historical Foundation. Mr. Theobald
holds an AB Degree from Princeton University and a law degree from the
University of Arizona.
On two occasions (April 1992 and October 1992) when unable to reach a negotiated
settlement with its secured lenders, two partnerships in which Mr. Evans and/or
Mr. Withycombe had an interest elected to file a petition for relief under
Chapter 11 of the United States Bankruptcy Code. In both cases, the
partnerships were single-purpose entities, each owning one apartment project.
In one case, the partnership was a general partnership in which a corporation
wholly owned by Mr. Evans had a 16.7% non-controlling interest. In the other
case, the partnership was a limited partnership whose corporate general partner
was wholly owned by secured creditors being paid off in accordance with the
applicable settlement agreement and the bankruptcy petition being voluntarily
dismissed by the parties.
DIRECTOR DESIGNATION AGREEMENT. The Company has entered into a Director
Designation Agreement with each of AEW Partners, L.P. ("AEW"), CIIF
Associates II Limited Partnership, a Delaware limited partnership ("Copley"),
Mr. Evans and Mr. Withycombe. Pursuant to the terms of such agreement, (a) AEW
has the right to designate for nomination one director for a period of five
years following the Company's Initial Public Offering, so long as they continue
to hold at least a 7.5% interest in the Company (giving effect to the exchange
of all Units (as defined below under "Security Ownership of Certain Beneficial
Owners and Management")) for shares of Common Stock and (b) Mr. Evans and
Mr. Withycombe shall each have the right to designate themselves to serve as
directors of the Company so long as each of them continues to hold a 7.5%
interest in the Company (giving effect to the exchange of all Units for shares
of Common Stock) or they jointly hold a 12.5% interest in the Company (giving
effect to the exchange of all Units for shares of Common Stock) and each of them
continues to serve as an executive officer of the Company. Pursuant to the
Director Designation Agreement, (y) each of AEW, Copley, Mr. Evans and
Mr. Withycombe have agreed to vote their Common Shares for the persons nominated
for director under the Director Designation Agreement and (z) Mr. Azrack is
AEW's initial designee to the Board of Directors and Mr. O'Connor is Copley's
initial designee to the Board of Directors. In connection with selling stock in
the Company's May 1996 Offering, Copley owned less than a 7.5 % interest in the
Company. As a result, Copley has lost its right to designate for nomination
one director in the Company.
25
<PAGE>
EXECUTIVE OFFICERS OF THE REGISTRANT
The following table sets forth, as of January 27, 1997, the names, ages and
positions of each of the Company's executive officers.
<TABLE>
<CAPTION>
NAME AGE POSITION
-------------------- --- -------------------------------------------------
<S> <C> <C>
Stephen O. Evans 51 Chairman of the Board and Chief Executive Officer
Richard G. Berry (1) 52 President, Chief Operating Officer and Director
Jay E. Northrop 51 Senior Vice President--Property Management
G. Edward O'Clair 53 Senior Vice President--Construction
Paul R. Fannin 40 Senior Vice President , Chief Financial Officer,
Treasurer and Secretary
</TABLE>
(1) Richard G. Berry was appointed President and Chief Operating Officer
on January 21, 1997.
Stephen O. Evans has served as the Chairman of the Board and Chief Executive
Officer of the Company since its formation in May 1994. Mr. Evans founded the
predecessor of the Company in 1977 and served as Chairman of the Board and Chief
Executive Officer. From 1973 to 1977, Mr. Evans was Investment Vice President
of W.R. Schulz & Associates, at that time Arizona's largest apartment
development company. He earned his Bachelor of Science in Business
Administration and Masters of Business Administration degrees from Arizona State
University. He also served as an officer in the United States Air Force for
four years. Mr. Evans affiliations include National Multi-Housing Council;
National Association of Real Estate Investment Trusts (NAREIT); Lambda Alpha, a
National Land Economic Fraternity; and Urban Land Institute.
Richard G. Berry was appointed President and Chief Operating Officer of the
Company on January 21, 1997. Prior to that time, Mr. Berry served as the
Executive Vice President and a director of the Company since its formation in
May 1994 and has served as the Executive Vice President of Evans Withycombe,
Inc. since 1992. From 1983 to 1992, Mr. Berry served as Chairman of the Board
of Berry and Boyle, a real estate investment and development management company.
Prior to 1983, Mr. Berry served as Executive Vice President of Hutton Real
Estate Services and was responsible for that firm's real estate investment and
management activities. Mr. Berry earned a Bachelor of Architecture degree and a
Masters of Business Administration degree from the University of Michigan. He
also served as an officer of a United States Navy mobile construction battalion
for three years.
Jay E. Northrop has served as a Senior Vice President -- Property Management of
the Company since its formation in May 1994. From 1981 to 1994, Mr. Northrop
served as Senior Vice President -- Property Management of Evans Withycombe, Inc.
Prior to that time, Mr. Northrop served as a District Manager for W.R. Schultz &
Associates, where he was responsible for the property operations of a large
number of apartment communities. Mr. Northrop holds a Bachelor of Science
degree in Business Administration from Arizona State University.
G. Edward O'Clair has served as the Senior Vice President -- Construction of the
Company since its formation in May 1994. From 1978 to 1994, Mr. O'Clair served
as the Senior Vice President -- Construction of Evans Withycombe, Inc. Mr.
O'Clair has been involved in the construction management field since 1967.
Prior to joining Evans Withycombe's predecessor in 1978, Mr. O'Clair supervised
the construction of numerous residential and commercial projects for Stanley
Development Company and C.J. Hassett Corporation, both located in Arizona.
Mr. O'Clair is a licensed general contractor in the state of Arizona and holds a
Bachelor of Science degree in Business Administration from Arizona State
University.
Paul R. Fannin has served as the Senior Vice President. Chief Financial Officer,
Treasurer and Secretary of the Company since its formation in May 1994 and was
appointed Secretary in 1996. Prior to that time, Mr. Fannin
26
<PAGE>
served as the Vice President -- Asset Management of Evans Withycombe, Inc. since
1986. From 1983 to 1986, Mr. Fannin served as the Director of Finance of an
Arizona real estate development firm for three years, and was a member of the
tax staff of a public accounting firm for a period of three years. Mr. Fannin
is a Certified Public Accountant licensed in the State of Arizona and holds a
Bachelor of Science degree in Accounting from the University of Arizona and a
Masters of Business Administration degree from Arizona State University.
ITEM 11. EXECUTIVE COMPENSATION
SUMMARY COMPENSATION TABLE
The Company was organized as a Maryland corporation in May 1994 and commenced
operations in connection with the consummation of its Initial Public Offering on
August 17, 1994. Prior to the its Initial Public Offering, the Company did not
pay any compensation to its executive officers. The following table sets forth
information concerning the compensation awarded to, earned by or paid during the
last three fiscal years to the Company's Chief Executive Officer and to each of
the four most highly compensated executive officers of the Company whose cash
compensation exceeded $100,000 for the fiscal year ended December 31, 1996 (the
"Named Executive Officers").
27
<PAGE>
served as the Vice President -- Asset Management of Evans Withycombe, Inc. since
1986. From 1983 to 1986, Mr. Fannin served as the Director of Finance of an
Arizona real estate development firm for three years, and was a member of the
tax staff of a public accounting firm for a period of three years. Mr. Fannin
is a Certified Public Accountant licensed in the State of Arizona and holds a
Bachelor of Science degree in Accounting from the University of Arizona and a
Masters of Business Administration degree from Arizona State University.
ITEM 11. EXECUTIVE COMPENSATION
SUMMARY COMPENSATION TABLE
The Company was organized as a Maryland corporation in May 1994 and commenced
operations in connection with the consummation of its Initial Public Offering on
August 17, 1994. Prior to the its Initial Public Offering, the Company did not
pay any compensation to its executive officers. The following table sets forth
information concerning the compensation awarded to, earned by or paid during the
last three fiscal years to the Company's Chief Executive Officer and to each of
the four most highly compensated executive officers of the Company whose cash
compensation exceeded $100,000 for the fiscal year ended December 31, 1996 (the
"Named Executive Officers").
27
<PAGE>
SUMMARY COMPENSATION TABLE
<TABLE>
<CAPTION>
LONG TERM
ANNUAL COMPENSATION COMPENSATION AWARDS
--------------------------------------- ---------------------------------------
RESTRICTED SECURITIES
OTHER ANNUAL STOCK UNDERLYING ALL OTHER
YEAR SALARY (2) BONUS COMPENSATION AWARDS (3) OPTIONS/SARS COMPENSATION
NAME AND PRINCIPAL POSITION (1) $ $ $ $ # (4) $
- --------------------------- ----- ---------- ------- ------------ ---------- ------------ ------------
<S> <C> <C> <C> <C> <C> <C> <C>
Stephen O. Evans.................... 1996 $204,000 $ -- $ 14,400 -- 45,000 $ 2,918
Chairman of the Board and Chief 1995 204,000 -- -- -- -- 2,079
Executive Officer 1994 71,538 37,500 -- -- 150,000 3,179
0. Keith Withycombe (5)............. 1996 199,313 -- 12,000 -- 45,000 2,871
President and Chief Operating 1995 204,000 -- -- -- -- 1,853
Officer 1994 45,000 37,500 -- -- 150,000 2,738
Richard G. Berry (5) 1996 181,188 -- 12,000 40,006 54,000 1,812
Executive Vice President 1995 165,000 -- -- -- -- 2,310
1994 53,654 28,125 -- -- 65,000 2,767
G. Edward O'Clair.................. 1996 104,500 -- 6,000 -- 22,500 2,610
Senior Vice President-- 1995 99,493 -- -- 423,240 -- 1,014
Construction 1994 34,219 4,875 -- -- 35,000 1,913
Paul R. Fannin...................... 1996 116,000 15,000 3,000 -- 30,000 1,784
Senior Vice President-- Chief 1995 103,600 -- 3,058 193,160 -- 1,857
Financial Officer, Treasurer and 1994 32,192 3,750 1,071 -- 35,000 322
Secretary
</TABLE>
- ---------
(1) Compensation information contained in the above table for 1994 represents
the period from August 17, 1994 (the date of the Initial Public Offering)
through December 31, 1994.
(2) On an annualized basis in 1994, the salaries for the Named Executive
Officers would be: $200,000 for each of Messrs. Evans and Withycombe,
$150,000 for Mr. Berry, $95,667 for Mr. O'Clair, and $90,000 for Mr.
Fannin.
(3) An aggregate of 82,802 shares of "restricted stock" were issued to certain
officers of the Company in August 1995 in connection with the continuation
of an executive incentive deferred compensation plan of a predecessor to
the Company, including 21,162 shares to Mr. O'Clair and 9,658 shares to Mr.
Fannin. Such shares vest over a three-year period after issuance and upon
issuance such shares had voting and dividend rights with one-third of the
shares vesting in August 1996. The value of the restricted stock at the
end of the last fiscal year was $454,983 for Mr. O'Clair, and $193,160 for
Mr. Fannin.
(4) Amounts shown in this column represent Company contributions to the
Company's 401(k) Plan.
28
<PAGE>
(5) Mr. Withycombe resigned as President and Chief Operating Officer of the
Company effective January 21, 1997. Mr. Withycombe remains a director of
the Company. On January 21, 1997, Richard G. Berry was appointed President
and Chief Operating Officer of the Company.
INFORMATION CONCERNING STOCK OPTIONS
The following table contains information concerning the grant of stock options
under the Company's Plan for the 1996 fiscal year to the Named Executive
Officers. The table also lists potential realizable values of such options on
the basis of assumed annual compounded stock appreciation rates of 5% and 10%
over the life of the options which are set at a maximum of ten years.
OPTION GRANTS IN THE LAST FISCAL YEAR
INDIVIDUAL GRANTS
<TABLE>
<CAPTION>
POTENTIAL REALIZABLE VALUE
AT ASSUMED ANNUAL
NUMBER OF PERCENT OF TOTAL RATES OF SHARE
SECURITIES OPTIONS EXERCISE PRICE APPRECIATION
UNDERLYING GRANTED OR BASE FOR OPTION TERM (4)
OPTIONS GRANTED TO EMPLOYEES IN PRICE EXPIRATION ----------------------------
NAME (#)(1) FISCAL YEAR ($/SH)(2) DATE(3) 5%($)(2) 10%($)(2)
- ---------------------- --------------- --------------- ------------ -------------- ------------ ------------
<S> <C> <C> <C> <C> <C> <C>
Stephen O. Evans 45,000 13.0% $22.25 February 2006 $566,000 $1,434,000
F. Keith Withycombe 45,000 13.0% $22.25 February 2006 566,000 1,434,000
Richard G. Berry 54,000 15.6% $22.25 February 2006 705,000 1,785,000
G. Edward O'Clair 22,500 6.3% $22.25 February 2006 283,000 717,000
Paul R. Fannin 35,000 8.7% $22.25 February 2006 377,000 957,000
</TABLE>
(1) These options generally will vest in three equal installments on the first,
second and third anniversaries of the date of grant in the case of Messrs.
Evans and Withycombe and in four equal installments for the other officers.
(2) Based on the price per Common Share at the award date.
(3) The expiration date of the options is ten years from the date of the award.
(4) The potential realizable value is reported net of the option price, but
before income taxes associated with exercise. These amounts represent
assumed annual compounded rates of appreciation at 5% and 10% only from the
date of grant to the expiration date of the option.
The following table provides information related to the exercise of stock
options during the year ended December 31, 1996 by each of the Named Executive
Officers and the 1996 fiscal year-end value of unexercised options. There were
no stock options exercised in 1996.
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AGGREGATED OPTION EXERCISES IN LAST FISCAL YEAR
AND FISCAL YEAR-END OPTION VALUES
<TABLE>
<CAPTION>
NUMBER OF
SECURITIES
UNDERLYING VALUE OF
UNEXERCISED UNEXERCISED
OPTIONS IN-THE-MONEY
AT FY-END (#) OPTIONS AT FY-END
SHARES ACQUIRED VALUE REALIZED ($) EXERCISABLE/ EXERCISABLE/
NAME ON EXERCISE (#) UNEXERCISABLE UNEXERCISABLE ($)(1)
- ------------------------- -------------------- ------------------ ----------------- --------------------
<S> <C> <C> <C> <C>
Stephen O. Evans - - 111,250/83,750 $100,000/$50,000
F. Keith Withycombe (2) - - 100,000/83,750 100,000/50,000
Richard G. Berry - - 46,000/73,000 32,500/32,500
G. Edward O'Clair - - 23,125/34,375 17,500/17,500
Paul R. Fannin - - 25,000/35,000 17,500/17,500
</TABLE>
(1) Market value of underlying Common Stock on date of fiscal year-end minus
the exercise price. The closing price on December 31, 1996 was $21.00.
(2) Keith Withycombe resigned as President and Chief Operating Officer
effective January 21, 1997 and remains a director of the Company. Richard
G. Berry was appointed President and Chief Operating Officer on such date.
The Company does not have any stock appreciation rights.
EMPLOYMENT AGREEMENTS
On August 17, 1994, each of Stephen O. Evans and Richard G. Berry entered into
employment agreements with the Company for a term of three years. The
agreements provide for annual compensation in the amounts set forth in the
"Summary Compensation Table" above and incentive compensation on the terms set
forth in "Incentive Compensation Plan" below. Each of the employment agreements
provides for certain severance payments equal to base compensation for the
longer of the balance of the employment term or 18 months in the event of
disability or termination by the Company without cause or by the employee with
"good reason."
The Company generally will have "cause" to terminate Messrs. Evans or Berry if
such person (i) engages in acts or omissions with respect to the Company which
constitute intentional misconduct or a knowing violation of law, (ii) personally
receives a benefit of money, property or services from the Company or from
another person dealing with the Company in violation of law, (iii) breaches his
non-competition agreement with the Company, (iv) breaches his duty of loyalty to
the Company, (v) engages in gross negligence in the performance of his duties or
(vi) fails to perform services that have been reasonably requested of him by the
Board of Directors following applicable notice and cure periods and which are
consistent with the terms of his employment agreement. Messrs. Evans or Berry
will each have "good reason" to terminate his employment with the Company in the
event of any reduction in his compensation without his consent, any material
breach or default by the Company under his employment agreement or any
substantial diminution in his duties.
As part of their employment agreements, each of Messrs. Evans and Berry agreed
to a noncompetition covenant with the Company which generally prohibits them
(with certain specified exceptions) from engaging in or carrying on, directly or
indirectly, whether as an advisor, principal, agent, partner, officer, director,
employee, shareholder, associate or consultant to any person, partnership,
corporation or any other business entity which is engaged in the
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<PAGE>
development, construction, acquisition or management of multifamily apartment
properties in the North America except by or through the Company for the longer
of (a) 12 months following the termination of employment with the Company or
(b) three years after the closing of the Company's Initial Public Offering,
without the prior written consent of the Board of Directors; provided, however,
if such person's employment is terminated by the Company without "cause" or by
the employee for "good reason," the agreement not to compete will terminate upon
the termination of employment.
On January 21, 1997, Mr. Withycombe resigned as an officer of the Company and
his duties were assumed by Mr. Berry. Mr. Withycombe will continue to serve in
his capacity as a Director of the Company. Pursuant to an employment agreement
between the Company and Mr. Withycombe, Mr. Withycombe is prohibited (with
certain specified exceptions) from engaging in or carrying on, directly or
indirectly, whether as an advisor, principal, agent, partner, officer, director,
employee, shareholder, associate or consultant to any person, partnership,
corporation or any other business entity which is engaged in the development,
construction, acquisition or management of multifamily apartment properties in
North America except by or through the Company for one year following the
termination of his employment with the Company.
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<PAGE>
1994 STOCK INCENTIVE PLAN
GENERAL. In August 1994 the Company's Board of Directors adopted, and the
stockholders of the Company approved, the 1994 Stock Incentive Plan (sometimes
referred to herein as the "1994 Plan"). The maximum number of shares of Common
Stock that may be issued pursuant to Awards (as defined below) under the 1994
Plan is 1,830,000, subject to adjustment as set forth in the 1994 Plan. No
person shall be eligible to be granted options and other Awards with respect to
an excess of 250,000 shares of Common Stock during any one calendar year. The
purpose of the 1994 Plan is to enable the Company, the Operating Partnership,
the Management Company (as defined below) and their subsidiaries to attract,
retain and motivate their employees and consultants by providing for or
increasing the proprietary interests of such employees and consultants in the
Company and to enable the Company to attract, retain and motivate its
nonemployee directors and further align their interests with those of the
Company's stockholders by providing for or increasing the proprietary interest
of such directors in the Company. Any person, including any director of the
Company, who is an employee of or consultant to the Company, the Operating
Partnership, the Management Company or any of their subsidiaries (an
"Employee"), is eligible to be considered for the grant of Awards under the 1994
Plan. The 1994 Plan also provides for the automatic grant of options to
directors of the Company who are not employees ("Nonemployee Directors").
The 1994 Plan is required to be administered by a committee of the Board of
Directors consisting of two or more directors, each of whom is a "Disinterested
Person," as such term is defined in Rule 16b-3, as amended from time to time,
promulgated under the Securities Exchange Act of 1934. Subject to the
provisions of the 1994 Plan, the committee is authorized and empowered to
administer the 1994 Plan, including, without limitation, adopting, amending and
rescinding rules and regulations relating to the 1994 Plan; determining which
persons are Employees under the 1994 Plan and to which of such Employees, if
any, Awards shall be granted under the 1994 Plan; granting Awards to Employees
and determining the terms and conditions of Awards granted under the 1994 Plan,
and the agreements relating to such Awards; and construing the 1994 Plan and the
terms, conditions and restrictions of any Awards and Nonemployee Director
Options granted under the 1994 Plan.
AWARDS TO EMPLOYEES. The committee is authorized under the 1994 Plan to enter
into any type of arrangement with an Employee, consistent with the provisions of
the 1994 Plan, that involves or might involve the issuance of (a) Common Stock,
(b) an option, warrant, convertible security, stock appreciation right or
similar right, with an exercise or conversion privilege at a price related to
the Common Stock, or (c) any other security or benefit with a value derived from
the value of the Common Stock (any such arrangement is defined herein as the
"grant" of an "Award").
Awards are not restricted to any specified form or structure and may include,
without limitation, sales or bonuses of stock, restricted stock, stock options,
reload stock options, stock purchase warrants, other rights to acquire stock,
securities convertible into or redeemable for stock, stock appreciation rights,
limited stock appreciation rights, phantom stock, dividend equivalents,
performance units or performance shares. An Award may consist of any one of
such security or benefit, or of two or more of them in tandem or in the
alternative. A stock option granted to an employee of the Company may be an
Incentive Option or a Nonqualified Option (as defined below), while a stock
option granted to any other Employee will be a Nonqualified Option. The maximum
number of Common Stock that may be issued pursuant to Incentive Options granted
under the 1994 Plan is 1,000,000. Common Stock may be issued pursuant to an
Award for any lawful consideration as determined by the committee, including,
without limitation, services rendered by the recipient of such Award.
NONEMPLOYEE DIRECTOR OPTIONS. The 1994 Plan provides that each Nonemployee
Director will, on the day of the annual meeting of stockholders of the Company,
or any adjournment thereof, at which directors of the Company are elected,
automatically be granted a Nonemployee Director Option to purchase 2,500 shares
of Common Stock. In addition, each Nonemployee Director shall automatically be
granted a Nonemployee Director Option to purchase 2,500 shares of Common Stock
upon appointment to the Board of Directors. Each Nonemployee Director Option
will have an exercise price equal to the greater of: (i) the fair market value
of the underlying shares subject to such option on the date of its grant or
(ii) the aggregate par value of such Common Stock on such date. Each
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<PAGE>
Nonemployee Director Option granted pursuant to the 1994 Plan shall become
exercisable for the first time to purchase 100% of the Common Stock subject
thereto one year after the date of grant of such Nonemployee Director Option.
AMENDMENT AND TERMINATION OF 1994 PLAN. The 1994 Plan may be amended or
terminated by the Board of Directors at any time, except that the provisions
relating to Nonemployee Director Options may not be amended more than once every
six months, other than to comport with changes in the Internal Revenue Code (the
"Code"), ERISA, or the rules thereunder. Additionally, no amendment or
termination of the 1994 Plan shall deprive the recipient of any Award or
Nonemployee Director Option that was previously granted to the recipient under
the 1994 Plan of his or her rights thereto without the recipient's consent.
Unless sooner terminated by the Board of Directors, the 1994 Plan will terminate
on August 4, 2004. After termination of the 1994 Plan, no additional Awards or
Nonemployee Director Options may be granted thereunder. Although Common Stock
may be issued after August 4, 2004 pursuant to the exercise of Awards and
Nonemployee Director Options granted prior to such date, no Common Stock shall
be issued under the 1994 Plan after August 4, 2014.
INCENTIVE COMPENSATION PLAN
The Company has established an incentive compensation plan for officers and key
employees of the Company. This plan provides for payment of a cash bonus to
participating officers and key employees if certain performance objectives
established for each individual are achieved. Pursuant to such plan, each of
Messrs. Evans and Berry shall be entitled to receive a cash bonus of up to 100%
of their respective base compensation, respectively, upon the achievement by the
Company of specified targets of growth in funds available for distribution per
share as determined by the Compensation Committee. The amount of the bonus to
other participating officers and key employees is based on a formula determined
for each employee by the Compensation Committee or the Chief Executive Officer
and President of the Company, which is based on growth in funds available for
distribution and specific business unit goals.
401(K) PLAN
The Company maintains through Evans Withycombe Management, Inc. (the "Management
Company"), a qualified retirement plan, with a salary deferral feature designed
to qualify under Section 401 of the Internal Revenue Code (the "401(k) Plan").
The 401(k) Plan permits employees of the Management Company to defer a portion
of their compensation in accordance with the provisions of Section 401(k) of the
Code. The 401(k) Plan currently allows participants to defer up to 20% of their
eligible compensation on a pre-tax basis subject to certain maximum amounts.
Matching contributions may be made in amounts and at times determined by the
Company. Amounts contributed by the Company for a participant will vest over
five years and will be held in trust until distributed pursuant to the terms of
the 401(k) Plan. Employees are eligible to participate in the 401(k) Plan if
they meet certain requirements concerning minimum age and period of credited
service. Distributions from participant accounts will not be permitted before
age 59 1/2, except in the event of death, disability, certain financial
hardships or termination of employment.
For the fiscal year ended December 31, 1996, the Company contributed an
aggregate of approximately $13,000 pursuant to the 401(k) Plan on behalf of the
Named Executive Officers and $113,000 on behalf of all employees as a group. At
December 31, 1996, a total of 272 of the Company's employees were participants
in the 401(k) Plan.
EXECUTIVE INCENTIVE DEFERRED COMPENSATION PLAN
Prior to the Company's Initial Public Offering, Evans Withycombe, Inc. had in
place an Executive Incentive Deferred Compensation Plan (the "Executive Plan").
Pursuant to the Executive Plan, certain executives of Evans Withycombe, Inc.
(the "Participants") were granted unfunded, unsecured rights to receive cash
payments based on the distributions from certain partnerships in which Evans
Withycombe, Inc. owned an interest. The awards would
33
<PAGE>
have vested over a six-year period from the date of grant. In connection with
the consummation of the Company's Initial Public Offering, all rights of
Participants under the Executive Plan were canceled, and the Participants
received (a) an aggregate of approximately $2.6 million in cash funded by the
Management Company prior to the offering and (b) the right to receive an
aggregate of 98,500 shares of restricted stock from the Company one year
following the offering if they remained as employees of the Company during such
period, of which 82,802 shares were issued on or about August 17, 1995. One
third of the shares will vest on each of the second, third and fourth
anniversaries of the offering based upon the continued employment by the
Company of the Participants.
DIRECTOR COMPENSATION
The Company currently pays each non-employee director a fee of $12,000 per year
for services as a director plus $500 for attendance in person at each meeting of
the Board of Directors (including telephonic board meetings), but not for
committee meetings. The Company also reimburses the directors for travel
expenses incurred in connection with their duties as directors of the Company.
The Board of Directors has approved a plan to allow the non-employee directors
to elect to receive payment of their retainer fees in the form of Common Stock
or options to purchase Common Stock rather than in cash. See "Non-Employee
Directors Stock Plan" below. In addition, pursuant to the terms of the
Company's 1994 Stock Incentive Plan, each non-employee director will
automatically receive on the date of each annual meeting an option to purchase
2,500 shares of Common Stock, at an exercise price equal to the fair market
value of such shares on the date of grant. See "Item 11. Executive
Compensation--1994 Stock Incentive Plan." The Company has been advised that any
compensation received by Mr. O'Connor is as a nominee for CIIF Associates II
Limited Partnership, a Delaware limited partnership.
NON-EMPLOYEE DIRECTORS STOCK PLAN
The Board of Directors adopted and the Company's stockholders approved the Evans
Withycombe Residential, Inc. Non-Employee Directors Stock Plan (the "Directors
Plan"). As discussed above, non-employee directors of the Company currently
receive cash compensation as an annual retainer and for meeting fees. The
Directors Plan is intended to more closely align the directors' compensation to
the Company's stock price, to further the perspective of directors as
stockholders, and to promote the long-term growth and financial success of the
Company by enabling the Company to attract, retain and motivate such persons by
providing for or increasing their proprietary interest in the Company. Under
the Directors Plan, non-employee directors will have the ability to elect to
receive their quarterly directors' retainer (including meeting fees) in the form
of Common Stock or options to purchase Common Stock in lieu of the cash they
would otherwise be entitled to receive.
ELIGIBILITY. Each director on the Board of Directors who on any date when the
Company pays directors' retainer fees (each, a "Payment Date") is not an
employee of the Company or a subsidiary of the Company is automatically a
participant in the Directors Plan.
ADMINISTRATION. The timing, amount and persons eligible to receive stock or
options under the Directors Plan are prescribed by the terms of the Directors
Plan and requires no discretionary action by any administrative body. Each
director may elect, six months before a Payment Date, to receive retainer fees
payable on such date in the form of stock or options. Subject to the foregoing,
the Directors Plan is administered by the Compensation Committee of the Board of
Directors and by such persons to whom it may delegate any ministerial duties.
The Directors Plan is intended to operate in a manner that exempts grants of
stock and options under the Directors Plan from Section 16(b) of the Exchange
Act and that does not affect the status of participants in the Directors Plan as
"disinterested administrators" under Exchange Act Rule 16b-3, for purposes of
their administering other stock-based plans of the Company.
STOCK SUBJECT TO THE DIRECTORS PLAN. The aggregate number of shares of the
Company's Common Stock that can be issued under the Directors Plan may not
exceed 100,000. Such number of shares shall be appropriately adjusted by the
Compensation Committee if the Company's Common Stock is affected through a
reorganization, merger, consolidation, recapitalization, restructuring,
reclassification, dividend (other than quarterly cash dividends) or
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<PAGE>
other distribution, stock split, spin-off or sale of substantially all of the
Company's assets. Stock may not be issued under the Directors Plan more than
ten years after the date of stockholder approval of the Directors Plan, except
that Common Stock may be issued pursuant to the exercise of options granted
prior to such date for a period of five years following such date.
STOCK AND OPTIONS AWARDS. Each participant in the Directors Plan may choose,
through delivery of an irrevocable election six months in advance to the
Company, to receive his or her directors retainer payment in the form of shares
(a "Stock Election") or as options to purchase shares (an "Option Election").
If a participant makes a Stock Election with respect to the retainer fee payable
on a quarterly Payment Date, then on such Payment Date, such participant in the
Directors Plan will receive of his or her retainer in the form of shares of
Common Stock. The number of shares to be received by a participant is equal to
the retainer fee amount which the director is entitled to receive divided by the
average closing price per share of the Common Stock reported for each of the
five business days preceding the Payment Date (the "Market Price").
If a participant makes an Option Election with respect to a Payment Date, then
on such Payment Date such participant shall be granted a nonqualified option to
purchase shares of Common Stock with the following terms: (i) the option shall
be immediately exerciseable, (ii) the option shall have a term of ten years, and
(iii) the exercise price of the shares subject to such option shall equal to 75%
of the Market Price. The number of shares of Common Stock to be subject to such
option is equal to the retainer fee amount which the director is entitled to
receive divided by a number equal to 25% of the Market Price. That is, each
such option will be granted with an exercise price that is 25% below the Market
Price such that the spread between the exercise price and the Market Price
multiplied by the number of shares subject to the option are, on the date of
grant, equal to the amount of cash otherwise payable to, but forgone by such
participant.
The number of shares to be received by any one director is not determinable in
advance because such number is dependent both on the amount of directors' fees
payable to such director and the trading price of the Company's Common Stock.
Participants shall have full beneficial ownership of shares awarded under the
Directors Plan, and shares received pursuant to exercise of options granted
under the Directors Plan, including the right to vote and to receive any
dividends payable with respect to such shares, subject to any restrictions on
transferability required under Exchange Act Rule 16b-3.
AMENDMENTS AND TERMINATION. The Compensation Committee may alter, amend,
suspend or terminate the Directors Plan, with or without stockholder approval,
except that if required under Exchange Act Rule 16b-3 the provisions of the
Directors Plan designating persons eligible to participate in the Directors Plan
and specifying the amount of directors fees and the amount and timing of grants
under the Directors Plan may not be amended more than once every six months
other than to comport with changes in the Internal Revenue Code, the Employees
Retirement Income Security Act, or the rules thereunder. The Directors Plan
also provides that, to the extent any amendment is required by Exchange Act Rule
16b-3 to be approved by stockholders in order for the Directors Plan to continue
to satisfy Rule 16b-3, such amendment to the Directors Plan shall not be made
without approval of stockholders.
ITEM 12. SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT
The following table sets forth information as of January 15, 1997 regarding
beneficial ownership of the Common Stock and Units of the Company by (i) each
person known by the Company to be a beneficial owner of more than 5% of the
Company's Common Stock, (ii) each director of the Company, (iii) the Chief
Executive Officer and each of the four highly compensated executive officers of
the Company whose cash compensation exceeded $100,000 for the fiscal year ended
December 31, 1996 and (iv) the Company's executive officers and directors as a
group. "Units" are partnership interests in the Operating Partnership. Units
are exchangeable by the holder for cash or, at the Company's option, shares of
Common Stock on a one-for-one basis (subject to adjustments) commencing in
August 1995. For purposes of this Annual Report on Form 10-K/A, beneficial
ownership of securities is defined in accordance with the rules of the
Securities and Exchange Commission and generally means the power to vote or
35
<PAGE>
such exchange, the amount and percentage of shares in the table above for
Mr. Berry would be 158,120 and .7%, respectively.
(5) Includes 23,125 Common Shares subject to options that are exercisable
within 60 days. Does not include 34,375 Common Shares subject to options
that are not exercisable within 60 days. Does not include shares of Common
Stock issuable upon exchange of 4,724 Units. The 4,724 Units owned by Mr.
O'Clair are presently exchangeable into a like number of shares of Common
Stock and, giving effect to such change, the amount and percentage of
shares in the table above for Mr. O'Clair would be 49,828 and .2%,
respectively.
(6) Includes 25,000 Common Shares subject to options that are exercisable
within 60 days. Does not include 35,000 Common Shares subject to options
that are not exercisable within 60 days. The percentage of shares in the
table above for Mr. Fannin is 41,344 and .2%.
(7) Includes 2,447,900 Common Shares held by AEW Partners, L.P. Mr. Azrack
disclaims beneficial ownership of all of such Common Shares except 3,309
Common Shares relating to his proportionate interest in AEW Partners, L.P.
Mr. Azrack is the President and Co-Chairman of AEW Capital Markets, L.P..,
the sole general partner of the sole general partner of AEW Partners, L.P
and 2,500 common shares subject to options that are exerciseable within 60
days. Does not include 2,500 Common Shares subject to options that are not
exercisable within 60 days.
(8) Includes 974,297 Common Shares held by CIIF Associates II Limited
Partnership, a Delaware limited partnership, as to which Mr. O'Connor
disclaims beneficial ownership. Mr. O'Connor is Co-Chairman of AEW capital
Management, L.P. formerly Copley Advisors, Inc., the managing general
partner of CIIF Associates II Limited Partnership and 2,500 common shares
subject to options that are exerciseable within 60 days. Does not include
2,500 Common Shares subject to options that are not exercisable within 60
days, which Mr. O'Connor holds as nominee of CIIF Associates II Limited
Partnership.
(9) Does not include 482,250 Common Shares subject to options that are not
exercisable within 60 days. Does not include shares of Common Stock
issuable upon exchange of 3,600,331 Units held by Executive Officers and
directors as a group. All exchanges of Units for shares of Common Stock and
exercise of stock options are subject to the Ownership Limit (as defined in
the Company's Charter). Without regard for the Ownership Limit, 3,600,331
Units owned by such persons would be presently exchangeable into a like
number of shares of Common Stock, and the amount and percentage of shares
in the table above for such persons would be 7,712,853 and 33.0%,
respectively.
(10) Does not include 2,500 Common Shares subject to options that are not
exercisable within 60 days.
(11) The information set forth is based on a Schedule 13G filed by LaSalle
Advisors Limited Partnership ("LaSalle Advisors") and ABKB/LaSalle
Securities Limited Partnership ("ABKB/LaSalle") with the SEC on October 10,
1996 that identifies such entities as a "group" as defined in Section
13(d)(3) of the Exchange Act. Such Schedule 13G indicates that LaSalle
Advisors Limited Partnership beneficially owns an aggregate of 1,006,900
shares of Common Stock, of which it has sole and dispositive power over
502,300 shares, shared voting power over 185,700 shares and shared
dispositive power over 504,600 shares. The Schedule 13G further indicates
that ABKB/LaSalle beneficially owns 899,850 shares of Common Stock, of
which it has sole voting and dispositive power over 201,600 shares, shared
voting power over 566,450 shares and shared dispositive power over 698,250
shares.
ITEM 13. CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS
Certain entities affiliated with Messrs. Evans and Withycombe (the "Evans
Withycombe Entities") own a minority interest in joint ventures that own nine
multi-family apartment communities (the "Berry and Boyle Communities"), which
were not transferred to the Company in connection with the Formation
Transactions. The Evans Withycombe Entities had a right of first refusal to
acquire the Berry and Boyle Communities upon a sale by a venture. The Evans
Withycombe Entities had agreed to transfer any Berry Boyle Community subject to
the right of first refusal to the Company, if the Company so elects, at the
right of first refusal price In the second quarter of 1996, the Company elected
not to acquire the Berry & Boyle communities and terminated its management
contracts on the nine multi-family apartment communities in exchange for
receiving a termination fee of $500,000. In addition, five multifamily
apartment communities in which Evans Withycombe owns an interest were not
transferred to the Company. The Management Company continues to manage these
five multi-family apartment communities for a fee pursuant to existing
management agreements.
37
