<PAGE>
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 8-K
CURRENT REPORT
Pursuant to Section 13 or 15(d) of
The Securities Exchange Act of 1934
MAY 23, 1996
(Date of Report)
ERP OPERATING LIMITED PARTNERSHIP
(Exact Name of Registrant as Specified in its Charter)
0-24920
(Commission File No.)
Illinois 36-3894853
(State or Other Jurisdiction (I.R.S. Employer
of Incorporation) Identification No.)
Two North Riverside Plaza, Chicago, Illinois 60606
(Address of Principal Executive Offices) (Zip Code)
(312) 474-1300
(Registrant's Telephone Number, Including Area Code)
<PAGE>
ITEM 2. ACQUISITION OR DISPOSITION OF ASSETS
ACQUISITIONS
ERP Operating Limited Partnership (the "Operating Partnership") has acquired 10
multifamily residential properties during the period from February 1, 1996
through May 22, 1996. The cash portion of these transactions was financed
primarily through the Operating Partnership's line of credit. The Operating
Partnership has also made commitments to acquire an additional 18 properties
which are discussed in Item 5 (the "1996 Probable Properties").
Capitalized terms not defined herein are used as defined in the Operating
Partnership's Annual Report on Form 10-K for the year ended December 31, 1995.
DESERT PARK APARTMENTS, LAS VEGAS, NEVADA
On February 1, 1996, Equity Residential Properties Management Corp. II
transferred to the Operating Partnership its interest in a multifamily
residential property located in Las Vegas, Nevada ("Desert Park"), subject to
$8.1 million of indebtedness, in exchange for the forgiveness of a $2.7 million
note payable to the Operating Partnership. Desert Park was approximately 92%
occupied as of May 1, 1996. The property consists of 368 units on approximately
15 acres. Amenities include a swimming pool, jogging track, spa, basketball and
tennis courts, recreation building, mini storage spaces, a car care center and a
manager's office. The property was constructed in 1987.
7979 WESTHEIMER APARTMENTS, HOUSTON, TEXAS
On February 7, 1996, the Operating Partnership acquired a multifamily
residential property located in Houston, Texas ("7979 Westheimer"). 7979
Westheimer was approximately 93% occupied as of May 1, 1996. The property
consists of 459 units in 30 two and three-story residential buildings and one
two-story leasing office/clubhouse on approximately 15 acres. Amenities include
a clubhouse, six swimming pools, a fitness room, microwaves in all units and
washer/dryers in 136 units. The property was constructed in 1973. Property
management services are being provided by the Operating Partnership.
TERMS OF PURCHASE
7979 Westheimer was purchased from an unaffiliated third party for approximately
$13.9 million. The purchase of this property was funded primarily from
proceeds from the February 1996 Common Share Offering.
2
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THE VININGS AT CORAL SPRINGS APARTMENTS, CORAL SPRINGS, FLORIDA
On February 27, 1996, the Operating Partnership acquired a multifamily
residential property located in Coral Springs, Florida ("The Vinings at Coral
Springs"). The Vinings at Coral Springs was approximately 91% occupied as of
May 1, 1996. The property consists of 275 units in 11 two and three-story
residential buildings and one single-story clubhouse/leasing center on
approximately 14 acres. Amenities include a swimming pool, tennis court,
children's recreation area, volleyball court, fitness center, full size
washer/dryers, screened balconies/patios and the property is a gated community.
The property was constructed in 1995. Property management services are being
provided by the Operating Partnership.
TERMS OF PURCHASE
The Vinings at Coral Springs was purchased from an unaffiliated third party for
approximately $19.4 million. The purchase of this property was funded primarily
from proceeds from the February 1996 Common Share Offering.
THE PLANTATIONS APARTMENTS, CARY, NORTH CAROLINA
On March 1, 1996, the Operating Partnership acquired a multifamily residential
property located in Cary, North Carolina ("The Plantations"). The Plantations
was approximately 97% occupied as of May 1, 1996. The property consists of 344
units in 34 three-story residential buildings, one single-story office/
clubhouse, and one single-story model center on approximately 28 acres.
Amenities include a clubhouse, two swimming pools, fitness room, sauna/steam
room, sand volleyball court, basketball court, vaulted ceilings, fireplaces and
washer/dryer connections throughout (machines provided in select units). The
property was constructed in phases between 1993 and 1995. Property management
services are being provided by the Operating Partnership.
TERMS OF PURCHASE
The Plantations was purchased from an unaffiliated third party for approximately
$19.8 million, which included the assumption of mortgage indebtedness of
approximately $4.9 million. The cash portion of the purchase was funded
primarily from the Operating Partnership's line of credit.
OXFORD & SUSSEX APARTMENTS, SUNRISE, FLORIDA
On March 5, 1996, the Operating Partnership acquired a multifamily residential
property located in Sunrise, Florida ("Oxford & Sussex"). Oxford & Sussex was
approximately 94% occupied as of May 1, 1996. The property consists of 144
units in 13 two-story residential buildings and two single-story
clubhouse/leasing center buildings on approximately nine acres. Amenities
include two lighted swimming pools, two children's recreation areas, fitness
center, clubhouse, picnic area with barbecue grills, jogging trail, stackable
washer/dryers and walk-in closets. The property was constructed in 1988.
Property management services are being provided by the Operating Partnership.
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TERMS OF PURCHASE
Oxford & Sussex was purchased from an unaffiliated third party for approximately
$7.1 million. The purchase of this property was funded primarily from the
Operating Partnership's line of credit.
THE PINES OF CLOVERLANE APARTMENTS, ANN ARBOR, MICHIGAN
On March 12, 1996, the Operating Partnership acquired a multifamily residential
property located in Ann Arbor, Michigan ("Pines of Cloverlane"). Pines of
Cloverlane was approximately 94% occupied as of May 1, 1996. The property
consists of 592 units in 62 two and three-story buildings with two single-story
clubhouses on approximately 62 acres. Amenities include two swimming pools (one
indoor), two clubhouses, three lighted tennis courts, volleyball court and
fitness center. The property was constructed in phases between 1975 and 1979.
Property management services are being provided by the Operating Partnership.
TERMS OF PURCHASE
The Pines of Cloverlane was purchased from an unaffiliated third party for
approximately $19.1 million. The purchase of this property was funded primarily
from the Operating Partnership's line of credit.
REGENCY PALMS APARTMENTS, HUNTINGTON BEACH, CALIFORNIA
On March 14, 1996, the Operating Partnership acquired a multifamily residential
property located in Huntington Beach, California ("Regency Palms"). Regency
Palms was approximately 94% occupied as of May 1, 1996. The property consists
of 310 units in 39 two-story residential buildings and three auxiliary buildings
on approximately 14 acres. Amenities include three swimming pools, spa, wading
pools, five gas barbecues and a playground. The property was constructed in
1969. Property management services are being provided by the Operating
Partnership.
TERMS OF PURCHASE
Regency Palms was purchased from an unaffiliated third party for approximately
$18.6 million. The cash portion of the purchase was funded primarily from the
Operating Partnership's line of credit.
PORT ROYALE II APARTMENTS, FT. LAUDERDALE, FLORIDA
On March 21, 1996, the Operating Partnership acquired a multifamily residential
property located in Ft. Lauderdale, Florida ("Port Royale II"). Port Royale II
was approximately 84% occupied as of May 1, 1996. The property consists of 161
units in three four-story residential buildings on grade, one four-story
residential building over a parking deck and one single-story clubhouse
facility/leasing center on approximately five acres. Amenities include a
swimming pool, a community clubhouse, washer/dryer in each unit and the property
is a gated community. The property was constructed in 1991. Property
management services are being provided by the Operating Partnership.
4
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TERMS OF PURCHASE
Port Royale II was purchased from an unaffiliated third party for approximately
$10.2 million. The purchase of this property was funded primarily from the
Operating Partnership's line of credit.
TWENTY-NINE HUNDRED ON FIRST APARTMENTS, SEATTLE, WASHINGTON
On April 16, 1996, the Operating Partnership acquired a multifamily residential
property located in Seattle, Washington ("2900 on First"). 2900 on First was
approximately 91% occupied as of May 1, 1996. The property consists of 135
units in three five-story apartment towers and one two-story mixed
residential/commercial retail building on approximately one acre. Amenities
include a clubhouse, plaza level with pool & spa, racquetball court, fireplaces
in 14 units, washer/dryers, fitness room, parking garage and storage spaces.
The property was constructed from 1989 to 1991. Property management services
are being provided by the Operating Partnership.
TERMS OF PURCHASE
2900 on First was purchased from an unaffiliated third party for approximately
$11.8 million. The purchase of this property was funded primarily from the
Operating Partnership's line of credit.
WOODLAND HILLS APARTMENTS, ATLANTA, GEORGIA
On May 22, 1996, the Operating Partnership acquired a multifamily residential
property located in Atlanta, Georgia ("Woodland Hills"). The property consists
of 228 units in 25 two-story garden style buildings on approximately 19 acres.
Amenities include a clubhouse with swimming pool and tennis courts, barbecue
grills, a car wash area, on-site management and leasing office and washer/dryer
connections. The property was constructed in 1985. Property management
services are being provided by the Operating Partnership.
TERMS OF PURCHASE
Woodland Hills was purchased from an unaffiliated third party for approximately
$12.25 million. The purchase of this property was funded primarily from the
Operating Partnership's line of credit.
DISPOSITION
On January 31, 1996, the Operating Partnership sold Sanddollar, a 328-unit
multifamily residential property located in Tulsa, Oklahoma, for a sales price
of $6.2 million to an unaffiliated third party. For financial statement
purposes, the Operating Partnership recorded a gain of approximately $1.3
million.
5
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ITEM 5. OTHER EVENTS
In May 1996, pursuant to prospectus supplements dated May 15, 1996, May 21,
1996 and May 29, 1996, the Company sold in the aggregate approximately 3.48
million registered Common Shares, collectively (the "May 1996 Common Share
Offerings") and contributed to the Operating Partnership net proceeds of
approximately $107 million.
The descriptions and terms of purchase for the 1996 Probable Properties are
discussed below.
LANDS END APARTMENTS, PACIFICA, CALIFORNIA
On April 10, 1996, the Operating Partnership entered into an agreement to
acquire a multifamily residential property located in Pacifica, California
("Lands End"). The Operating Partnership is currently in the final stages of
its due diligence. The property consists of 260 units in 11 two-story
residential buildings on approximately seven acres. Amenities include a
recreation/leasing office with lounge, weight room, sauna, kitchen facilities
and spa. The property was constructed in 1974.
TERMS OF PURCHASE
The expected purchase price for Lands End is $18.5 million, which the Operating
Partnership plans to fund primarily through the Operating Partnership's line of
credit.
THE TORINO TRANSACTION
On May 23, 1996, the Operating Partnership completed its due diligence with
respect to the acquisition of four multifamily residential properties (the
"Torino Properties") and a 21 acre parcel of land located adjacent to one of the
properties and intends to complete the acquisition process during the next few
months. The Torino Properties are being acquired from an unaffiliated third
party for an aggregate purchase price of $76 million, which includes $30 million
in cash and the assumption of mortgage indebtedness of $46 million. The
Operating Partnership plans to fund the purchase of these properties from the
Operating Partnership's line of credit.
DESCRIPTIONS OF PROPERTIES INCLUDED IN THE TORINO TRANSACTION
SUMMER RIDGE APARTMENTS, RIVERSIDE, CALIFORNIA
A multifamily residential property located in Riverside, California ("Summer
Ridge"). The property consists of 136 units in wood frame and stucco buildings
on approximately 6 acres. Amenities include a volleyball court, barbecues,
swimming pool, spa and laundry facility. The property was constructed in 1985.
PROMENADE TERRACE APARTMENTS, CORONA HILLS, CALIFORNIA
A multifamily residential property located in Corona Hills, California
("Promenade Terrace"). The property consists of 330 units in townhouse-style
units with attached one and two car garages on approximately 27 acres.
Amenities include two recreation rooms, weight room, tot lot, cabana, two
swimming pools, two spas and washer/dryer hookups in each unit. The property
was constructed in 1990.
6
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SOUTH CREEK APARTMENTS, MESA, ARIZONA
A multifamily residential property located in Mesa, Arizona ("South Creek").
The property consists of 528 units in 66 wood frame and stucco buildings on
approximately 23 acres. Amenities include two pools, two spas, sand volleyball
court, exercise room, sauna and washer/dryers in all units. The property was
constructed in phases between 1986 and 1989.
LAKEVIEW AT SUPERSTITION SPRINGS APARTMENTS, MESA, ARIZONA
A multifamily residential property located in Mesa, Arizona plus a 21 acre
parcel of land which can be developed ("Lakeview at Superstition Springs"). The
property consists of 306 units in 41 wood frame and stucco residential buildings
on approximately 18 acres. Amenities include a swimming pool, spa, fitness
center, gas barbecues, sand volleyball court, six acres of lakes and
washer/dryers in all units. The property was constructed between 1994 and 1995.
THE BALCOR TRANSACTION
On May 23, 1996, the Operating Partnership completed its due diligence with
respect to the probable acquisition of 11 multifamily residential properties
and is in the final stages of due diligence on two of the properties (the
"Balcor Properties"). The Balcor Properties are being acquired from an
unaffiliated third party for an aggregate purchase price of $213.7 million,
which includes $136.9 million in cash and the assumption of mortgage
indebtedness of $76.8 million. The Operating Partnership plans to fund the
purchase of these properties primarily from the Operating Partnership's line of
credit.
DESCRIPTIONS OF PROPERTIES INCLUDED IN THE BALCOR TRANSACTION
LAKEVILLE RESORT, PETALUMA, CALIFORNIA
A multifamily residential property located in Petaluma, California ("Lakeville
Resort"). The property consists of 492 units in 84 two-story residential
buildings and two auxiliary buildings on approximately 45 acres. Amenities
include five swimming pools, three tennis courts, spa, basketball court and two
playgrounds. The property was constructed in 1984.
ROSEHILL POINTE, LENEXA, KANSAS
A multifamily residential property located in Lenexa, Kansas ("Rosehill
Pointe"). The property consists of 498 units in 32 two and three-story garden
style residential buildings on approximately five acres. Amenities include two
clubhouses, exercise room, two saunas, two jacuzzis, billiards room, four
lighted tennis courts and a tanning bed. The property was constructed in 1984.
SUNNY OAK VILLAGE APARTMENTS, OVERLAND PARK, KANSAS
A multifamily residential property located in Overland Park, Kansas ("Sunny Oak
Village"). The property consists of 548 units in 55 two-story residential
buildings on approximately 46 acres. Amenities include two swimming pools,
lighted tennis courts, exercise room, jacuzzi, tanning bed, big screen TV,
jogging/bike paths, fireplaces, washer/dryer connections and extra storage. The
property was constructed in 1984.
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COUNTRY RIDGE APARTMENTS, FARMINGTON HILLS, MICHIGAN
A multifamily residential property located in Farmington Hills, Michigan
("Country Ridge"). The property consists of 252 units in 26 two-story garden
style residential buildings on approximately 18 acres. Amenities include a
swimming pool, lighted tennis courts, exercise facilities and a clubhouse. The
property was constructed in 1986.
PARK PLACE I & II APARTMENTS, PLYMOUTH, MINNESOTA
A multifamily residential property located in Plymouth, Minnesota ("Park Place I
& II"). The property consists of 500 units in four three-story brick elevator
buildings on approximately 60 acres. Amenities include a fitness center, sauna
and tanning bed, hot tubs, heated underground parking, two pools and tennis
courts. The property was constructed in phases between 1985 and 1986.
POST PLACE APARTMENTS, ATLANTA, GEORGIA
A multifamily residential property located in Atlanta, Georgia ("Post Place").
The property consists of 122 units in 17 two-story residential buildings on
approximately 15 acres. Amenities include a swimming pool, whirlpool, lighted
tennis court, covered car wash, vegetable herb garden and picnic area. The
property was constructed in 1978.
MALLARD COVE APARTMENTS, GREENVILLE, SOUTH CAROLINA
A multifamily residential property located in Greenville, South Carolina
("Mallard Cove"). The property consists of 211 units in three two and three-
story garden style residential buildings and townhouses on approximately 14
acres. Amenities include lakeviews, swimming pool, tennis courts, sun deck,
clubhouse and laundry facilities. The property was constructed in 1983.
BRIARWOOD PLACE APARTMENTS, CHANDLER, ARIZONA
A multifamily residential property located in Chandler, Arizona ("Briarwood
Place"). The property consists of 268 units in 35 one and two-story residential
buildings on approximately 15 acres. Amenities include a clubhouse, swimming
pool, indoor spa, exercise facilities, two saunas, tennis courts and a
basketball court. The property was constructed in 1983.
CANYON SANDS APARTMENTS, PHOENIX, ARIZONA
A multifamily residential property located in Phoenix, Arizona ("Canyon Sands").
The property consists of 412 units in 38 two-story garden style residential
buildings on approximately 20 acres. Amenities include a clubhouse, two
swimming pools, indoor spa, exercise facility, tennis court, volleyball court
and two saunas. The property was constructed in 1983.
8
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DESERT SANDS VILLAGE APARTMENTS, PHOENIX, ARIZONA
A multifamily residential property located in Phoenix, Arizona ("Desert Sands
Village"). The property consists of 412 units in 39 two-story garden style
residential buildings on approximately 20 acres. Amenities include a clubhouse,
two swimming pools, indoor spa, exercise facility, tennis court, volleyball
court and two saunas. The property was constructed in 1982.
FOREST RIDGE I & II APARTMENTS, ARLINGTON, TEXAS
A multifamily residential property located in Arlington, Texas ("Forest Ridge I
& II"). The property consists of 660 units in 34 two and three-story garden
style residential buildings on approximately 29 acres. Amenities include a
clubhouse, two saunas, four swimming pools, two hydrotherapy spas, exercise
room, two lighted tennis courts and controlled access gates. The property was
constructed in phases between 1984 and 1985.
RIDGETREE I & II APARTMENTS, DALLAS, TEXAS
A multifamily residential property located in Dallas, Texas ("Ridgetree I &
II"). The property consists of 798 units in 38 three-story residential
buildings and six auxiliary buildings on approximately 17 acres. Amenities
include two swimming pools and a tennis court. The property was constructed in
phases between 1983 and 1984.
BRIERWOOD APARTMENTS, JACKSONVILLE, FLORIDA
A multifamily residential property located in Jacksonville, Florida
("Brierwood"). The property consists of 196 units in 22 two-story brick
residential buildings on approximately 17 acres. Amenities include a clubhouse,
two pools, a picnic area and a playground. The property was constructed in
1974.
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ERP OPERATING LIMITED PARTNERSHIP
PRO FORMA CONDENSED CONSOLIDATED STATEMENTS
Required under Item 7(b) of Form 8-K
10
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ERP OPERATING LIMITED PARTNERSHIP
PRO FORMA CONDENSED CONSOLIDATED FINANCIAL STATEMENTS
Capitalized terms not defined herein are used as defined in the Operating
Partnership's Form 10-K for the year ended December 31, 1995.
The following unaudited Pro Forma Condensed Balance Sheet and Statement of
Operations for the three months ended March 31, 1996 have been presented as if
the January 1996 Common Share Offering, the February 1996 Common Share Offering,
the sale of approximately 3.48 million Common Shares during May 1996 (the "May
1996 Common Share Offerings"), the acquisition or probable acquisition of 28
multifamily residential properties, the disposition of one multifamily
residential property and the repayment of mortgage indebtedness for one property
had occurred on January 1, 1996 (or March 31, 1996 for balance sheet purposes).
Eight of the acquired properties are included in the Historical Balance Sheet as
of March 31, 1996 and 20 of the properties are described in Note A of the Pro
Forma Condensed Consolidated Balance Sheet as of March 31, 1996.
The following unaudited Pro Forma Statement of Operations for the year ended
December 31, 1995 has been presented as if the January 1996 Common Share
Offering, the February 1996 Common Share Offering, the May 1996 Common Share
Offerings, the Second Public Debt Offering, the Series A Preferred Share
Offering, the Series B Preferred Share Offering, the acquisition or probable
acquisition of 45 multifamily residential properties, the disposition of seven
multifamily residential properties, the repayment of mortgage indebtedness for
seven properties and the investment in partnership interests and subordinated
mortgages collateralized by 21 multifamily residential properties had occurred
on January 1, 1995.
The unaudited Pro Forma Condensed Consolidated Financial Statements are not
necessarily indicative of the results of future operations, nor the results of
historical operations, had all the transactions occurred as described above on
either January 1, 1995 or January 1, 1996.
The unaudited Pro Forma Condensed Consolidated Financial Statements should be
read in conjunction with the accompanying Notes to Pro Forma Condensed
Consolidated Financial Statements and Combined Statements of Revenue and
Certain Expenses (included elsewhere herein).
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ERP OPERATING LIMITED PARTNERSHIP
PRO FORMA CONDENSED CONSOLIDATED BALANCE SHEET
AS OF MARCH 31, 1996
(UNAUDITED)
(Amounts in thousands)
<TABLE>
<CAPTION>
1996
Most Recent 1996
Acquired Probable May 1996 Pro
Historical Properties (A) Properties (B) Offerings (C) Forma
---------- -------------- -------------- ------------- ----------
<S> <C> <C> <C> <C> <C>
ASSETS
Rental property, net $2,070,761 $ 24,412 $319,963 $ -- $2,415,136
Investment in mortgage notes 86,914 -- -- -- 86,914
Cash and cash equivalents 8,496 (23,881) (88,966) 107,374 3,023
Rents receivable 1,077 -- -- -- 1,077
Deposits-restricted 3,681 -- -- -- 3,681
Escrows deposits-mortgage 16,312 -- -- -- 16,312
Deferred financing costs, net 11,720 -- -- -- 11,720
Other assets 18,545 -- -- -- 18,545
---------- -------- -------- -------- ----------
Total assets $2,217,506 $ 531 $230,997 $107,374 $2,556,408
========== ======== ======== ======== ==========
LIABILITIES AND SHAREHOLDERS' EQUITY
Liabilities:
Mortgage notes payable $ 588,434 $(14,469) $122,997 $ -- $ 696,962
Line of credit 27,000 15,000 108,000 -- 150,000
Notes, net 348,603 -- -- -- 348,603
Accounts payable and accrued expenses 23,014 -- -- -- 23,014
Accrued interest payable 12,797 -- -- -- 12,797
Rents received in advance and other liabilities 48,371 -- -- -- 48,371
Security deposits 10,798 -- -- -- 10,798
---------- -------- -------- -------- ----------
Total liabilities 1,059,017 531 230,997 -- 1,290,545
---------- -------- -------- -------- ----------
Commitments and Contingencies
9 3/8 Series A Cumulative Redeemable
Preference Units 153,000 -- -- -- 153,000
---------- -------- -------- -------- ----------
9 1/8 Series B Cumulative Redeemable
Preference Units 125,000 -- -- -- 125,000
---------- -------- -------- -------- ----------
Partners' Capital
General Partner 728,787 -- -- 100,028 828,815
Limited Partners 151,702 -- -- 7,346 159,048
---------- -------- -------- -------- ----------
Total partners' capital 880,489 -- -- 107,374 987,863
---------- -------- -------- -------- ----------
Total liabilities and partners' capital $2,217,506 $ 531 $230,997 $107,374 $2,556,408
========== ======== ======== ======== ==========
(A) Reflects the most recent multifamily residential property acquisitions, which include 2900 on First and Woodland Hills (acquired
April and May, 1996, respectively) (collectively the "1996 Most Recent Acquired Properties"). In connection with such
acquisitions the amounts presented include the initial purchase price as well as subsequent closing costs incurred and capital
improvements required as identified in the acquisition process. Also reflects the paydown of $14.5 million of mortgage
indebtedness secured by Regency Palms which property was acquired in March 1996.
(B) Reflects the probable acquisitions of Brierwood, Mallard Cove, Desert Sands Village, Canyon Sands, Ridgetree, Sunnyoak Village,
Rosehill Pointe, Forest Ridge, Country Ridge, Park Place, Lakeville Resort, Briarwood Place, Post Place, Summer Ridge, Promenade
Terrace, South Creek, Lakeview at Superstition Springs and Lands End (collectively the "1996 Probable Properties"). In
connection with such acquisitions the amounts presented include the initial purchase price as well as subsequent closing costs
incurred and capital improvements required as identified in the acquisition process and the assumption of $123 million of
mortgage indebtedness secured by nine of the 1996 Probable Properties.
(C) Reflects the issuance of 3,476,390 Common Shares, pursuant to the offerings of Common Shares on May 15, 1996, May 21, 1996 and
May 29, 1996 (collectively the "May 1996 Offerings"). The net price per common share to the Company ranged between $30.50 and
$30.75, less offering expenses. The offering proceeds are contributed by the Company to the Operating Partnership in return for
an increased ownership percentage. As a result, the net offering proceeds are allocated between General Partner and Limited
Partners (only to the extent represented by OP Units) to account for the change in their respective percentage ownership of the
underlying equity of the Operating Partnership.
</TABLE>
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ERP OPERATING LIMITED PARTNERSHIP
PRO FORMA CONDENSED CONSOLIDATED STATEMENT OF OPERATIONS
For the three months ended March 31, 1996
(UNAUDITED)
(Amounts in thousands except for share data)
<TABLE>
<CAPTION>
1996
1996 Most
Previously Recent 1996 1996
Acquired Acquired Probable Disposed
Proper- Proper- Proper- Prop- Adjust- Pro
Historical ties (A) ties (B) ties (C) erty (D) ments (E) Forma
---------- ---------- -------- -------- -------- --------- --------
<S> <C> <C> <C> <C> <C> <C> <C>
REVENUES
Rental income $101,443 $3,287 $877 $12,620 $(100) $ -- $118,127
Fee income - outside managed 1,545 -- -- -- -- -- 1,545
Interest income - mortgage investment 2,710 -- -- -- -- -- 2,710
Interest and other income 623 -- -- -- -- (213) 410
-------- ------ ---- ------- ----- ------- --------
Total revenues 106,321 3,287 877 12,620 (100) (213) 122,792
-------- ------ ---- ------- ----- ------- --------
EXPENSES
Property and maintenance 28,666 1,116 207 4,071 (55) (627) 33,378
Real estate taxes and insurance 10,279 383 82 1,345 (10) -- 12,079
Property management 4,435 -- -- -- (5) 424 4,854
Fee & asset management 1,106 -- -- -- -- -- 1,106
Depreciation 20,616 -- -- -- (21) 3,145 23,740
Interest:
Expense incurred 18,241 -- -- -- (1) 4,241 22,481
Amortization of deferred financing costs 944 -- -- -- -- -- 944
General and administrative 2,079 -- -- -- -- -- 2,079
-------- ------ ---- ------- ----- ------- --------
Total expenses 86,366 1,499 289 5,416 (92) 7,183 100,661
-------- ------ ---- ------- ----- ------- --------
Income before gain on disposition of
property and allocation to Minority
Interests 19,955 $1,788 $588 $ 7,204 $ (8) $(7,396) 22,131
====== ==== ======= ===== =======
Gain on disposition of property 1,340 --
-------- --------
Net income $ 21,295 $ 22,131
======== ========
ALLOCATION OF NET INCOME:
Redeemable Preference Interests $ 263 $ --
======== ========
9 3/8 Series A Cumulative Redeemable
Preference Units $ 3,586 $ 3,586
======== ========
9 1/8 Series B Cumulative Redeemable
Preference Units $ 2,851 $ 2,851
======== ========
General Partner 11,957 12,993
Limited Partners 2,638 2,701
-------- --------
$ 14,595 $ 15,694
======== ========
Net income per weighted average OP
Unit outstanding $ 0.32 $ 0.30
======== ========
Weighted average OP Units outstanding 46,210 (F) 51,976
======== ========
</TABLE>
(A) Reflects the results of operations for Desert Park, 7979 Westheimer, Vinings
at Coral Springs, The Plantations, Oxford & Sussex, The Pines of Cloverlane,
Regency Palms and Port Royale II (acquired in February and March, 1996)
(collectively the "1996 Previously Acquired Properties"). The amounts
presented represent the historical amounts for certain revenues and expenses
for the periods from January 1, 1996 through the respective acquisition
dates for each property.
(B) Reflects the results of operations for the 1996 Most Recent Acquired
Properties. The amounts presented for rental revenues, property and
maintenance and real estate taxes and insurance are based on the revenues
and certain expenses of the 1996 Most Recent Acquired Properties for the
three months ended March 31, 1996 as contained in the Combined Statements of
Revenue and Certain Expenses included elsewhere herein.
(C) Reflects the results of operations for the 1996 Probable Properties. The
amounts presented for rental revenues, property and maintenance and real
estate taxes and insurance are based on the revenues and certain expenses of
the 1996 Probable Properties for the three months ended March 31, 1996 as
contained in the Combined Statements of Revenue and Certain Expenses
included elsewhere herein.
(D) Reflects the elimination of the results of operations for Sanddollar (the
"1996 Disposed Property") for the period from January 1, 1996 through
January 31, 1996.
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(E) Reflects the following adjustments to the 1996 Previously Acquired
Properties, the 1996 Most Recent Acquired Properties and the 1996 Probable
Properties results of operations as follows:
<TABLE>
<CAPTION>
<S> <C>
Interest and other income:
Reduction of interest income due to the use
of working capital for property acquisitions $ (213)
=======
Property and maintenance:
The elimination of third-party management fees
where the Operating Partnership is or will be
providing onsite property management services $ (627)
=======
Property management:
Incremental cost associated with self management
of the 1996 Most Recent Acquired Properties and
the 1996 Probable Properties for the three months
ended March 31, 1996 and the 1996 Previously
Acquired Properties for the period from
January 1, 1996 through the respective
acquisition dates for each property. $ 424
=======
Depreciation:
Reflects depreciation based on the 1996 Most
Recent Acquired Properties and the 1996
Probable Properties in the amount of $344.4
million, and the 1996 Previously Acquired
Properties in the amount of $123.7 million
less 10% allocated to land and a parcel of
land in the amount of $3 million and
depreciated over a 30-year life for real
property. Depreciation for The 1996
Previously Acquired Properties reflect amounts
from January 1, 1996 through the respective
acquisition dates for each property. $ 3,145
=======
Interest:
Expense incurred:
Interest on mortgage indebtedness for certain
of the 1996 Previously Acquired Properties and
the 1996 Probable Properties (I) $ 2,508
Interest associated with amounts borrowed on the
Operating Partnership's line of credit (J) 4,285
Non-usage fee on the Operating Partnership's
unused portion of its line of credit equal to
20 basis points on $100 million 50
Reduction due to repayments on the Operating
Partnership's line of credit as a result of
the net proceeds received from the Operating
Partnership's various equity offerings (J) (1,730)
Reduction of interest associated with amounts
borrowed on the Operating Partnership's line
of credit to the extent amount is already
included in the Operating Partnership's
historical financial results (872)
-------
$ 4,241
=======
</TABLE>
(F) Pro Forma weighted average OP Units outstanding for the three months ended
March 31, 1996 was 52 million, which includes 48.5 million OP Units
outstanding as of March 31, 1996 and reflects the following transaction as
if it had been completed on January 1, 1996: the issuance of 3,476,390
Common Shares in connection with the May 1996 Offerings. The OP Units
outstanding do not include any shares or OP Units issued in a private or
public offering that have not been used for acquisitions or repayment of
debt directly incurred in an acquisition.
14
<PAGE>
(G) Detail of interest on mortgage indebtedness for certain of the 1996
Previously Acquired Properties and the 1996 Probable Properties:
<TABLE>
<CAPTION>
Mortgage Interest
Property Indebtedness Rate Interest
---------------------------- ------------ -------- --------
<S> <C> <C> <C>
Desert Park (1) $ 8,085 6.15% $ 43
The Plantations (1) 4,862 8.25% 67
Desert Sands Village 9,035 6.50% 147
Canyon Sands 9,047 6.50% 147
Sunnyoak Village 13,734 7.33% 252
Park Place 9,040 8.50% 192
Park Place 9,035 8.70% 197
Lakeville Resort 20,879 8.70% 454
Briarwood Place 6,016 6.50% 98
Promenade Terrace 16,645 7.70% 320
South Creek 16,716 8.00% 334
Lakeview @ Superstition Spr. 12,850 8.00% 257
-------- -------
Totals $ 135,944 $ 2,508
======== =======
</TABLE>
(1) The amounts presented for these properties represent the historical
amounts for the periods from January 1, 1996 through the respective
acquisition dates for each property.
(H) The interest rate on the Operating Partnership's line of credit is based on
the actual 30-day LIBOR rate in effect on the date of each borrowing plus a
175 basis point spread from November 15, 1994 through October 6, 1995 and a
137.5 basis point spread from October 7, 1995 through May 23, 1996. A 100
basis point move up or down in the rate represents an increase or decrease
in interest expense of approximately $0.375 million. For the acquisition of
the 1996 Probable Properties, the Operating Partnership has assumed
borrowings of an additional $88 million on May 23, 1996.
Interest associated with amounts borrowed on the Operating Partnership's
line of credit:
<TABLE>
<CAPTION>
Interest
Amount Interest Expense
Date Borrowed Rate (1/1 - 3/31/96)
-------- --------- -------- ---------------
<S> <C> <C> <C>
09/20/95 $ 60,000 7.5600% $ 1,134
09/22/95 10,000 7.5600% 189
09/29/95 10,000 7.6300% 191
11/30/95 12,000 7.2150% 216
03/01/96 5,000 6.6875% 84
03/12/96 5,000 6.6875% 84
03/21/96 12,000 6.8125% 204
03/28/96 5,000 6.8125% 85
04/01/96 15,000 6.8125% 255
04/15/96 20,000 6.8750% 344
05/23/96 88,000 6.8125% 1,499
-------- --------------
$ 242,000 $ 4,285
======== ==============
</TABLE>
Reduction of interest due to repayments on the Operating Partnership's
line of credit:
<TABLE>
<CAPTION>
Interest
Amount Interest Reduction
Date Repaid Rate (1/1 - 3/31/96)
-------- --------- -------- ---------------
<S> <C> <C> <C>
01/29/96 $ 42,000 7.5600% $ 794
02/09/96 28,000 7.5600% 529
02/09/96 10,000 7.6300% 191
02/09/96 12,000 7.2150% 216
-------- --------------
$ 92,000 $ 1,730
========== ==============
</TABLE>
15
<PAGE>
<TABLE>
<CAPTION>
ERP OPERATING LIMITED PARTNERSHIP
PRO FORMA CONDENSED CONSOLIDATED STATEMENT OF OPERATIONS
For the year ended December 31, 1995
(UNAUDITED)
(Amounts in thousands except for share data)
1995 1996 1996 1995 & 1996
Acquired Acquired Probable Disposed
Properties Properties Properties Properties Adjustments Pro
Historical (A) (B) (C) (D) (E) Forma
---------- ---------- ---------- ---------- ----------- ----------- ----------
<S> <C> <C> <C> <C> <C> <C> <C>
REVENUES
Rental income $ 372,447 $ 23,598 $ 22,215 $ 47,723 $ (11,824) $ -- $ 454,159
Fee income - outside managed 7,030 -- -- -- -- -- 7,030
Interest income - mortgage investment 4,862 5,404 -- -- -- -- 10,266
Interest and other income 4,573 (28) -- -- (345) (1,288) 2,912
---------- ---------- ---------- ---------- ----------- ----------- ---------
Total revenues 388,912 28,974 22,215 47,723 (12,169) (1,288) 474,367
---------- ---------- ---------- ---------- ----------- ----------- ---------
EXPENSES
Property and maintenance 110,714 5,595 7,534 16,774 (4,009) (3,172) 133,436
Real estate taxes and insurance 37,002 2,386 2,486 5,441 (964) -- 46,351
Property management 15,213 -- -- -- (567) 2,216 16,862
Fee & asset management 3,887 -- -- -- -- -- 3,887
Depreciation 72,410 -- -- -- (1,811) 18,463 89,062
Interest:
Expense incurred 78,375 -- -- -- (823) 13,566 91,118
Amortization of deferred
financing costs 3,444 -- -- -- -- 61 3,505
General and administrative 8,129 -- -- -- -- -- 8,129
---------- ---------- ---------- ---------- ----------- ----------- ---------
Total expenses 329,174 7,981 10,020 22,215 (8,174) 31,134 392,350
---------- ---------- ---------- ---------- ----------- ----------- ---------
Income before gain on disposition of
properties and extraordinary items 59,738 $ 20,993 $ 12,195 $ 25,508 $ (3,995) $ (32,422) 82,017
========== ========== ========== ============ ===========
Gain on disposition of properties 21,617 --
---------- ---------
Income before extraordinary items 81,355 $ 82,017
Extraordinary item:
Gain on early extinguishment of debt 2,000 --
---------- ---------
Net income $ 83,355 $ 82,017
========== =========
ALLOCATION OF NET INCOME:
Redeemable Preference Interests $ 1,508 $ --
========== =========
9 3/8 Series A Cumulative Redeemable
Preference Units $ 8,367 $ 14,344
========== =========
9 1/8 Series B Cumulative Redeemable
Preference Units $ 1,742 $ 11,406
========== =========
General Partner 57,610 45,604
Limited Partners 14,128 10,663
---------- ---------
$ 71,738 $ 56,267
========== =========
Net income per weighted average OP
Unit outstanding $ 1.68 $ 1.10
========== =========
Weighted average OP Units outstanding 42,749 (F) 51,201
========== =========
(A) Reflects the results of operations for the 1995 Acquired Properties. The amounts presented represent the historical amounts for
certain revenues and expenses for the periods from January 1, 1995 through the respective acquisition dates for each property.
(B) Reflects the results of operations of the 1996 Previously Acquired Properties and the 1996 Most Recent Acquired Properties
(collectively the "1996 Acquired Properties"). The amounts presented for rental revenues, property and maintenance and real
estate taxes and insurance are based on the revenues and certain expenses of the 1996 Acquired Properties for the year ended
December 31, 1995 as contained in the Combined Statements of Revenue and Certain Expenses included elsewhere herein. For two of
the 1996 Acquired Properties, amounts included for rental revenues, property and maintenance and real estate taxes and
insurance are not contained in the Combined Statements of Revenue and Certain Expenses included elsewhere herein.
(C) Reflects results of operations of the 1996 Probable Properties. The amounts presented for rental revenues, property and
maintenance and real estate taxes and insurance are based on the revenues and certain expenses of the 1996 Probable Properties
for the year ended December 31, 1995 as contained in the Combined Statements of Revenue and Certain Expenses included elsewhere
herein.
(D) Reflects the elimination of the results of operations for the 1995 Disposed Properties and the 1996 Disposed Property for the
year ended December 31, 1995.
16
</TABLE>
<PAGE>
<TABLE>
<CAPTION>
<S> <C>
(E) Reflects the following adjustments as follows:
Interest and other income:
Reduction of interest income due to the use of working capital for property acquisitions $ (1,313)
Interest income earned on loans made to the Company's Chief Executive Officer and other officers 25
--------
$ (1,288)
========
Property and maintenance:
The elimination of third-party management fees where the Operating Partnership is providing onsite
property management services $ (3,172)
========
Property management:
Incremental cost associated with self management of the 1996 Acquired Properties and the 1996 Probable Properties
for the year ended December 31, 1995 and the 1995 Acquired Properties for the period from January 1, 1995
through the respective acquisition dates for each property. $ 2,216
========
Depreciation:
Reflects depreciation based on the 1996 Acquired Properties and the 1996 Probable Properties, in the amount of
$468.1 million, and the 1995 Acquired Properties in the amount of $265.7 million less 10% allocated to land
and a parcel of land in the amount of $3 million and depreciated over a 30-year life for real property.
Depreciation for the 1995 Acquired Properties reflect amounts from January 1, 1995 through the respective
acquisition dates for each property. $ 18,463
========
Interest:
Expense incurred:
Interest on mortgage indebtedness for certain of the 1996 Acquired Properties and the 1996 Probable
Properties (I) $ 11,738
Reduction of interest on mortgage indebtedness on seven properties for which the loans were paid down during
1995 to the extent the amount is already included in the Operating Partnership's historical financial results (1,628)
Interest associated with the Second Public Debt Offering in the amount of $125 million at an interest rate of
7.95% per annum 9,937
Interest associated with the Public Debt Offering in the amount of $100 million at an interest rate of 7.075%
per annum 7,075
Reflects amortization of discounts associated with the Second Public Debt Offering and the treasury rate lock
costs associated with the Second Public Debt Offering 253
Reduction of interest and amortization associated with the Public Debt Offering and the Second Public Debt
Offering to the extent the amount is already included in the Operating Partnership's historical financial
results (14,350)
Interest associated with amounts borrowed on the Operating Partnership's line of credit (J) 42,356
Non-usage fee on the Operating Partnership's unused portion of its line of credit equal to 20 basis points
on $100 million 200
Reduction due to repayments on the Operating Partnership's line of credit as a result of the net proceeds
received from the Operating Partnership's various equity and debt offerings (J) (32,137)
Reduction of interest associated with amounts borrowed on the Operating Partnership's line of credit to the
extent amount is already included in the Operating Partnership's historical financial results (9,878)
--------
$ 13,566
========
Amortization of deferred financing costs:
Reduction of amortization of deferred financing costs on five properties for which the loans were paid down
during 1995 to the extent the amount is already included in the Operating Partnership's historical financial
results $ (142)
Reflects amortization of deferred financing costs associated with the Public Debt Offering and the investment
in mortgage notes 405
Reduction of amortization of deferred financing costs associated with the Public Debt Offering and the
investment in mortgage notes to the extent amount is already included in the Operating Partnership's
historical financial results (202)
--------
$ 61
========
</TABLE>
(F) Pro Forma weighted average OP Units outstanding for the year ended December
31, 1995 was 51.2 million, which includes 43.7 million OP Units outstanding
as of December 31, 1994, including the conversion of 39,790 Preference
Units into 1,261,272 OP Units and reflects the following transactions as if
they had been completed on January 1, 1995: the issuance of 4,025,000
Common Shares related to the January and February, 1996 Common Share
offerings and the issuance of 3,476,390 Common Shares in connection with
the May 1996 Offerings. The OP Units outstanding do not include any shares
or OP Units issued in a private or public offering that have not been used
for acquisitions or repayment of debt directly incurred in an acquisition.
17
<PAGE>
(G) Detail of interest on mortgage indebtedness for certain of the 1995
Acquired Properties, the 1996 Acquired Properties and the 1996 Probable
Properties:
<TABLE>
<CAPTION>
Mortgage Interest
Property Indebtedness Rate Interest
---------------------------- ------------ -------- --------
<S> <C> <C> <C>
Camellero (1) $ 12,086 8.96% $ 642
Keystone (1) 3,023 8.00% 152
Wellington (1) 8,453 8.33% 455
Desert Park 8,085 6.15% 497
The Plantations 4,862 8.25% 401
Desert Sands Village 9,034 6.50% 587
Canyon Sands 9,047 6.50% 588
Sunnyoak Village 13,734 7.33% 1,007
Park Place 9,040 8.50% 768
Park Place 9,035 8.70% 786
Lakeville Resort 20,879 8.70% 1,816
Briarwood Place 6,016 6.50% 391
Promenade Terrace 16,645 7.70% 1,282
South Creek 16,716 8.00% 1,337
Lakeview @ Superstition Spr. 12,850 8.00% 1,028
-------- -------
Totals $159,505 $11,738
======== =======
</TABLE>
(1) The amounts presented for these properties represent the historical amounts
for the periods from January 1, 1995 through the respective acquisition
dates for each property.
18
<PAGE>
(H) The interest rate on the Operating Partnership's line of credit is based on
the actual 30-day LIBOR rate in effect on the date of each borrowing plus a
175 basis point spread from November 15, 1994 through October 6, 1995 and a
137.5 basis point spread from October 7, 1995 through May 23, 1996. A 100
basis point move up or down in the rate represents an increase or decrease
in interest expense of approximately $0.375 million. For the acquisition of
the 1996 Probable Properties, the Operating Partnership has assumed
borrowings of an additional $88 million on May 23, 1996.
Interest associated with amounts borrowed on the Operating Partnership's
line of credit:
<TABLE>
<CAPTION>
Interest
Amount Interest Expense
Date Borrowed Rate (1/1 - 12/31/95)
-------- ---------- -------- ----------------
<S> <C> <C> <C>
11/15/94 $115,000 7.1900% $ 8,269
12/05/94 10,000 7.8100% 781
12/14/94 30,000 7.9375% 2,381
01/24/95 45,000 7.7500% 3,488
07/31/95 70,000 7.6300% 5,341
08/03/95 15,000 7.6300% 1,145
08/23/95 25,000 7.6900% 1,923
09/20/95 85,000 7.5600% 6,426
09/22/95 10,000 7.5600% 756
09/29/95 10,000 7.6300% 763
11/30/95 12,000 7.2150% 866
03/01/96 5,000 6.6875% 334
03/12/96 5,000 6.6875% 334
03/21/96 12,000 6.8125% 818
03/28/96 5,000 6.8125% 341
04/01/96 15,000 6.8125% 1,022
04/15/96 20,000 6.8750% 1,375
05/23/96 88,000 6.8125% 5,995
-------- -------
$577,000 $42,356
======== =======
</TABLE>
Reduction of interest due to repayments on the Operating Partnership's line
of credit:
<TABLE>
<CAPTION>
Interest
Amount Interest Reduction
Date Repaid Rate (1/1 - 12/31/95)
-------- -------- -------- ----------------
<S> <C> <C> <C>
04/21/95 $115,000 7.1900% $ 8,269
05/15/95 5,000 7.8100% 391
06/02/95 5,000 7.8100% 391
06/02/95 30,000 7.9375% 2,381
06/02/95 45,000 7.7500% 3,488
06/02/95 15,000 7.6300% 1,145
08/08/95 5,000 7.6300% 382
11/07/95 65,000 7.6300% 4,960
11/07/95 25,000 7.6900% 1,923
11/07/95 35,000 7.5600% 2,646
01/29/96 42,000 7.5600% 3,175
02/09/96 18,000 7.5600% 1,361
02/09/96 10,000 7.6300% 763
02/09/96 12,000 7.2150% 866
-------- -------
$427,000 $32,137
======== =======
</TABLE>
19
<PAGE>
1996 ACQUIRED PROPERTIES AND PROBABLE PROPERTIES
COMBINED STATEMENTS OF REVENUE
AND CERTAIN EXPENSES
Required under Item 7(a) of Form 8-K
20
<PAGE>
SIGNATURES
Pursuant to the requirements of the Securities Exchange Act of 1934, the
Registrant has duly caused this report to be signed on its behalf by the
undersigned thereunto duly authorized.
ERP OPERATING LIMITED PARTNERSHIP
BY: EQUITY RESIDENTIAL PROPERTIES TRUST,
ITS GENERAL PARTNER
June 5, 1996 By: /s/ Michael J. McHugh
- ------------ -----------------------------------------------
(Date) Michael J. McHugh
Senior Vice President, Chief Accounting Officer
and Treasurer
<PAGE>
1996 ACQUIRED PROPERTIES AND PROBABLE PROPERTIES
COMBINED STATEMENTS OF REVENUE
AND CERTAIN EXPENSES
TABLE OF CONTENTS
Page(s)
-------
Report of Independent Auditors 1
Combined Statements of Revenue and Certain Expenses
For the year ended December 31, 1995 and for the three months
ended March 31, 1996 2
Notes to Combined Statements of Revenue and Certain Expenses 3
21
<PAGE>
REPORT OF INDEPENDENT AUDITORS
The Partners of
ERP Operating Limited Partnership
We have audited the accompanying combined statement of revenue and certain
expenses for certain residential properties (the "1996 Acquired Properties and
Probable Properties") described in Note 2 for the year ended December 31, 1995.
The combined statement of revenue and certain expenses is the responsibility of
the managements of the 1996 Acquired Properties and Probable Properties. Our
responsibility is to express an opinion on the combined statement of revenue and
certain expenses based on our audit.
We conducted our audit in accordance with generally accepted auditing
standards. Those standards require that we plan and perform the audit to obtain
reasonable assurance about whether the combined statement of revenue and certain
expenses is free of material misstatement. An audit includes examining, on a
test basis, evidence supporting the amounts and disclosures in the combined
statement of revenue and certain expenses. An audit also includes assessing the
basis of accounting principles used and the significant estimates made by
management, as well as evaluating the overall presentation of the combined
statement of revenue and certain expenses. We believe that our audit provides a
reasonable basis for our opinion.
The accompanying combined statement of revenue and certain expenses was
prepared for the purpose of complying with the rules and regulations of the
Securities and Exchange Commission for inclusion in ERP Operating Limited
Partnership's Current Report on Form 8-K as described in Note 1, and is not
intended to be a complete presentation of the 1996 Acquired Properties and
Probable Properties' revenues and expenses.
In our opinion, the combined statement of revenue and certain expenses
referred to above presents fairly, in all material respects, the combined
revenue and certain expenses described in Note 1 of the 1996 Acquired Properties
and Probable Properties for the year ended December 31, 1995, in conformity with
generally accepted accounting principles.
Ernst & Young LLP
Chicago, Illinois
May 17, 1996
-1-
<PAGE>
1996 ACQUIRED PROPERTIES AND PROBABLE PROPERTIES
COMBINED STATEMENTS OF REVENUE
AND CERTAIN EXPENSES
(amounts in thousands)
<TABLE>
<CAPTION>
For the
For the Three Months Ended
Year Ended March 31, 1996
December 31, 1995 (Unaudited)
----------------- ------------------
<S> <C> <C>
REVENUE
Rental Income $64,868 $17,379
------- -------
CERTAIN EXPENSES
Property operating and maintenance 19,734 4,960
Real estate taxes and insurance 7,606 1,927
Management fees 2,990 700
------- -------
30,330 7,587
------- -------
REVENUE IN EXCESS OF CERTAIN
EXPENSES $34,538 $ 9,792
======= =======
</TABLE>
See accompanying notes.
-2-
<PAGE>
1996 ACQUIRED PROPERTIES AND PROBABLE PROPERTIES
NOTES TO COMBINED STATEMENTS
OF REVENUE AND CERTAIN EXPENSES
Note 1 - Summary of Significant Accounting Policies
The accompanying combined statement of revenue and certain expenses for the
year ended December 31, 1995 and the three months ended March 31, 1996
(unaudited) were prepared for purposes of complying with the rules and
regulations of the Securities and Exchange Commission. The accompanying
financial statements are not representative of the actual operations of the
1996 Acquired Properties and Probable Properties for the periods presented as
certain expenses, which may not be comparable to the expenses to be incurred
by the Operating Partnership in the proposed future operations of the
properties, have been excluded. Expenses excluded consist of interest,
depreciation and amortization, professional fees and other costs not directly
related to the future operations of the properties.
In preparation of the Operating Partnership's Combined Statements of Revenue
and Certain Expenses in conformity with generally accepted accounting
principles, management makes estimates and assumptions that effect the
reported amounts of revenues and expenses during the reporting period. Actual
results could differ from these estimates.
Rental income attributable to residential leases is recorded when due from
tenants, generally on a straight line basis.
The 1996 Acquired Properties and Probable Properties had or have management
agreements with various unaffiliated management companies through the
acquisition dates to maintain and manage the operations of the apartment
complexes. Management fees were or are based on a range of 3% to 5% of gross
receipts. Upon acquisition of the properties by the Operating Partnership,
such management contracts were or will be cancelled at which time the
Operating Partnership began or will begin to manage the properties.
Note 2 - Description of Properties
The following properties are included in the combined statements of revenue
and certain expenses:
<TABLE>
<CAPTION>
Date Number Total
Property Name Location Acquired of Units Investment (D)
-------------------------------- -------------------- -------- -------- --------------
<S> <C> <C> <C> <C>
7979 Westheimer Houston, TX 2/7/96 459 $ 14,813,000
Vinings at Coral Springs Coral Springs, FL 2/27/96 275 19,506,000
Oxford & Sussex Sunrise, FL 3/5/96 144 7,259,000
Pines of Cloverlane Ann Arbor, MI 3/12/96 592 22,063,000
Regency Palms Huntington Beach, CA 3/14/96 310 18,764,000
Port Royale II Ft. Lauderdale, FL 3/21/96 161 10,434,000
Twenty-nine Hundred on First Seattle, WA 4/16/96 135 11,952,000
Woodland Hills Atlanta, GA 5/22/96 228 12,461,000
Briarwood Place (A) Chandler, AZ (C) 268 10,609,000
Brierwood (A) Jacksonville, FL (C) 196 5,634,000
Canyon Sands (A) Phoenix, AZ (C) 412 15,112,000
Country Ridge (A) Farmington Hills, MI (C) 252 16,444,000
Desert Sands (A) Phoenix, AZ (C) 412 15,032,000
Forest Ridge I & II (A) Arlington, TX (C) 660 24,232,000
Lakeview at Superstition Springs (B) Mesa, AZ (C) 306 21,500,000
Lakeville Resort (A) Petaluma, CA (C) 492 27,855,000
Lands End Pacifica, CA (C) 260 18,597,000
Mallard Cove (A) Greenville, SC (C) 211 8,127,000
Park Place I & II (A) Plymouth, MN (C) 500 25,318,000
Post Place (A) Atlanta, GA (C) 122 7,990,000
Promenade Terrace (B) Corona Hills, CA (C) 330 22,951,000
Ridgetree I & II (A) Dallas, TX (C) 798 21,360,000
Rosehill Pointe (A) Lenexa, KS (C) 498 22,053,000
South Creek (B) Mesa, AZ (C) 528 26,724,000
Summer Ridge (B) Riverside, CA (C) 136 6,056,000
Sunny Oak Village (A) Overland Park, KS (C) 548 24,371,000
----- ------------
9,233 $437,217,000
===== ============
</TABLE>
Notes:
(A) This is one of the Balcor Properties.
(B) This is one of the Torino Properties.
(C) The Operating Partnership has a commitment to acquire this property or has
reached an agreement in principle and is in the final stages of documenting
the acquisition of this property.
(D) Includes initial purchase price, closing costs, start up costs and amounts
specified at date of purchase for future capital improvements.
-3-
<PAGE>
CONSENT OF INDEPENDENT AUDITORS
We consent to the incorporation by reference of our report dated May 17, 1996
with respect to the Combined Statement of Revenue and Certain Expenses of the
1996 Acquired Properties and Probable Properties for the year ended December 31,
1995, in the Current Report of ERP Operating Limited Partnership on Form 8-K,
dated May 23, 1996, in the Registration Statement of ERP Operating Limited
Partnership on Form S-3, as amended (File No. 33-84892), and the prospectus
dated December 13, 1994.
Ernst & Young LLP
Chicago, Illinois
June 4, 1996
