-----BEGIN PRIVACY-ENHANCED MESSAGE----- Proc-Type: 2001,MIC-CLEAR Originator-Name: webmaster@www.sec.gov Originator-Key-Asymmetric: MFgwCgYEVQgBAQICAf8DSgAwRwJAW2sNKK9AVtBzYZmr6aGjlWyK3XmZv3dTINen TWSM7vrzLADbmYQaionwg5sDW3P6oaM5D3tdezXMm7z1T+B+twIDAQAB MIC-Info: RSA-MD5,RSA, QGfCPPJU7EmElq839iO+UqsmMzqVbwerbBvNYng3OXPYSHeHvT+Ka66pciJUOnj1 Cp9H8V/zkhDC4E5YKmt2lg== 0000950131-97-002396.txt : 19970404 0000950131-97-002396.hdr.sgml : 19970404 ACCESSION NUMBER: 0000950131-97-002396 CONFORMED SUBMISSION TYPE: 10-K/A PUBLIC DOCUMENT COUNT: 2 CONFORMED PERIOD OF REPORT: 19970403 FILED AS OF DATE: 19970403 SROS: NYSE FILER: COMPANY DATA: COMPANY CONFORMED NAME: EQUITY RESIDENTIAL PROPERTIES TRUST CENTRAL INDEX KEY: 0000906107 STANDARD INDUSTRIAL CLASSIFICATION: REAL ESTATE INVESTMENT TRUSTS [6798] IRS NUMBER: 363877868 STATE OF INCORPORATION: MD FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: 10-K/A SEC ACT: 1934 Act SEC FILE NUMBER: 001-12252 FILM NUMBER: 97574498 BUSINESS ADDRESS: STREET 1: TWO N RIVERSIDE PLZ STREET 2: STE 400 CITY: CHICAGO STATE: IL ZIP: 60606 BUSINESS PHONE: 3124741300 MAIL ADDRESS: STREET 1: TWO N RIVERSIDE PLAZA STREET 2: SUITE 450 CITY: CHICAGO STATE: IL ZIP: 60606 10-K/A 1 FORM 10-K/A 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 Equity Residential Properties Trust ------------------------------------------------------ (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 II, Item 7 of Form 10-K for the year ended December 31, 1996. 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. Equity Residential Properties Trust ------------------------------------------------------ (Exact Name of Registrant as Specified In Its Charter) Equity Residential Properties Trust Date: April 3, 1997 By: /s/ Michael J. McHugh ---------------------------------- Michael J. McHugh Senior Vice President, Chief Accounting Officer and Treasurer Part II Item 7. The subsection entitled "Funds From Operations" in Management's Discussion and Analysis of Financial Condition and Results of Operations included in the Annual Report on Form 10-K for the year ended December 31, 1996 is hereby amended and restated as follows. Funds from Operations Commencing in 1996, the Company implemented the new definition of FFO adopted by the Board of Governors of NAREIT in March 1995. The new definition primarily eliminates the amortization of deferring financing costs and depreciation of non-real estate assets as items added back to net income when calculating FFO. The Company generally considers FFO to be one measure of the performance of real estate companies including an equity REIT. The resolution adopted by the Board of Governors of NAREIT defines FFO as net income (loss) (computed in accordance with GAAP), excluding gains (or losses) from debt restructuring and sales of property, plus depreciation on real estate assets, and after adjustments for unconsolidated partnerships and joint ventures. Adjustments for unconsolidated partnerships and joint ventures are calculated to reflect FFO on the same basis. The Company believes that FFO is helpful to investors as a measure of the performance of an equity REIT because, along with cash flows from operating activities, financing activities and investing activities it provides investors an understanding of the ability of the Company to incur and service debt and to make capital expenditures. FFO in and of itself does not represent cash generated from operating activities in accordance with GAAP and therefore should not be considered an alternative to net income as an indication of the Company's performance or to net cash flows from operating activities as determined by GAAP as a measure of liquidity and is not necessarily indicative of cash available to fund cash needs. The Company's calculation of FFO represents net income available to Common Shares, excluding gains on dispositions of properties, gains on early extinguishment of debt, and write-off of unamortized costs on refinanced debt, plus depreciation on real estate assets, income allocated to Minority Interests and amortization of deferred financing costs related to the Predecessor Business. The calculation of FFO is affected by capital expenditures only to the extent of the amount spent for non-real estate additions and the related depreciation charge for such non-real estate additions. The Company's calculation of FFO may differ from the methodology for calculating FFO utilized by other REITs and, accordingly, may not be comparable to such other REITs. 2 The following is a reconciliation of net income available to Common Shares to FFO for the years ended December 31, 1996, 1995 and 1994:
1996 1995 1994 --------- -------- -------- Net income available to Common Shares $ 72,609 $ 57,610 $ 34,418 Adjustments: Income allocated to Minority Interests 14,299 15,636 11,570 Depreciation on real estate assets 91,174 70,581 36,899 Amortization of deferred financing costs related to Predecessor Business 1,075 755 999 Gain on disposition of properties (22,402) (21,617) - Write-off of unamortized costs on refinanced debt 3,512 - - Gain on early extinguishment of debt - (2,000) - -------- -------- ------- FFO $160,267 $120,965 $83,886 ======== ======== =======
3 SIGNATURE 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. EQUITY RESIDENTIAL PROPERTIES TRUST April 3, 1997 By: /s/ Michael J. McHugh ------------- ------------------------------------------- (Date) Michael J. McHugh Senior Vice President, Chief Accounting Officer and Treasurer 4 EX-23.1 2 CONSENT OF INDEPENDENT AUDITORS CONSENT OF INDEPENDENT AUDITORS We consent to the incorporation by reference in the Registration Statements (Form S-3 No. 333-12211 and Form S-8 No. 333-06867 and No. 333-06869) of Equity Residential Properties Trust and in the related Prospectuses of our report dated February 12, 1997, except for Note 19, as to which the date is March 20, 1997, with respect to the consolidated financial statements and schedule of Equity Residential Properties Trust included in this Annual Report (Form 10-K/A), which amends the previously filed Form 10-K, for the year ended December 31, 1996. Ernst & Young LLP Chicago, Illinois April 3, 1997 5 -----END PRIVACY-ENHANCED MESSAGE-----