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SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
Form 10-K/A
AMENDMENT TO APPLICATION OR REPORT
Filed Pursuant to Section 13 or 15(d) of
The Securities Exchange Act of 1934
ERP Operating Limited Partnership
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(Exact Name of Registrant as Specified In Its Charter)
AMENDMENT NO. 1
The undersigned registrant hereby amends the following items, financial
statements, exhibits or other portions of its Annual Report on Form 10-K as set
forth in the pages attached hereto:
Filing of amended information in Part IV, Item 14 of Form 10-K for the year
ended December 31, 1995.
Pursuant to the requirements of the Securities Exchange Act of 1934, the
registrant has duly caused this amendment to be signed on its behalf by the
undersigned, thereunto duly authorized.
ERP Operating Limited Partnership
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(Exact Name of Registrant as Specified In Its Charter)
ERP Operating Limited Partnership
Date: August 26, 1996 By: Equity Residential Properties Trust,
Its General Partner
By: /s/ Michael J. McHugh
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Michael J. McHugh
Senior Vice President, Chief
Accounting Officer and Treasurer
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REPORT OF INDEPENDENT ACCOUNTANTS
To the Partners
ERP Operating Limited Partnership
We have audited the accompanying consolidated balance sheets of ERP
Operating Limited Partnership and Predecessor Business (the "Operating
Partnership") as of December 31, 1995 and 1994, and the related consolidated and
combined statements of operations, changes in partners' capital and predecessor
business capital account and cash flows for each of the three years in the
period ended December 31, 1995. These financial statements are the
responsibility of management. Our responsibility is to express an opinion on
these financial statements 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 financial statements referred to above present fairly,
in all material respects, the consolidated financial position of ERP Operating
Limited Partnership and Predecessor Business as of December 31, 1995 and 1994,
and the consolidated and combined results of its operations, and cash flows for
each of the three years in the period ended December 31, 1995, in conformity
with generally accepted accounting principles.
GRANT THORNTON L.L.P.
Chicago, Illinois
February 14, 1996, except
for Note 22, as to which the
date is March 14, 1996
2
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Note 4(a) of the Notes to Consolidated and Combined Financial Statements
included in the Annual Report on Form 10-K for the year ended December 31, 1995
is hereby amended and restated in its entirety as follows:
4. SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES
(a) Rental Property
Rental property is recorded at cost less accumulated depreciation less an
adjustment , if any, for impairment. Rental properties intended to be held and
operated by the Operating Partnership over their remaining useful life are
reviewed for impairment whenever events or changes in circumstances indicate
that the carrying amount of the particular rental property may not be
recoverable. If these events or changes in circumstances are present, the
Operating Partnership estimates the sum of the expected future cash flows
(undiscounted) to result from the operations and eventual disposition of that
particular rental property, and if less than the carrying amount of the rental
property, the Operating Partnership will recognize an impairment loss. Upon
recognition of any impairment loss the Operating Partnership measures that loss
based on the amount by which the carrying amount of the rental property exceeds
the estimated fair value of the rental property.
For rental properties to be disposed of, an impairment loss is recognized
when the fair value of the rental property, less the estimated cost to sell, is
less than the carrying amount of the rental property measured at the time the
Operating Partnership has a commitment to sell the property and/or is actively
marketing the property for sale. Rental property to be disposed of is reported
at the lower of its carrying amount or its estimated fair value, less its cost
to sell.
Depreciation is computed on a straight-line basis over the estimated useful
lives of the assets. The Operating Partnership uses a 30-year estimated life for
buildings and land improvements and up to a seven-year estimated life for
furniture, fixtures and equipment. Expenditures for ordinary maintenance and
repairs are expensed to operations as incurred and significant renovations and
improvements that improve and/or extend the useful life of the asset are
capitalized over their estimated useful life. Initial direct leasing costs are
expensed as incurred and such expense approximates the deferral and amortization
of initial direct leasing costs over the lease terms. Property sales or
dispositions are recorded when title transfers and sufficient consideration has
been received by the Operating Partnership. Upon disposition, the related costs
and accumulated depreciation are removed from the respective accounts. Any gain
or loss on sale or disposition is recognized in accordance with generally
accepted accounting principles.
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CONSENT OF INDEPENDENT ACCOUNTANTS
We hereby consent to the incorporation of our report on page 2 of this Form
10-K/A by reference in the prospectus constituting part of the Registration
Statement on Form S-3 (No. 33-84892) of ERP Operating Limited Partnership.
GRANT THORNTON L.L.P.
Chicago, Illinois
August 26, 1996
