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
Date of Report (Date of earliest event Commission File Number: 0-20707
reported): September 30, 1996
COLONIAL REALTY LIMITED PARTNERSHIP
(Exact name of registrant as specified in its charter)
Delaware 63-1098468
(State of organization) (IRS Employer
Identification Number)
2101 Sixth Avenue North 35203
Suite 750 (Zip Code)
Birmingham, Alabama
(Address of principal executive offices)
(205) 250-8700
(Registrant's telephone number, including area code)
<PAGE>
COLONIAL REALTY LIMITED PARTNERSHIP
Item 2. Acquisition or Disposition of Assets
Colonial Realty Limited Partnership (the Company), a Delaware limited
partnership, is the "operating partnership" of Colonial Properties Trust
(Colonial), an Alabama real estate investment trust whose common shares are
listed on the New York Stock Exchange under the symbol CLP. During September and
October of 1996 the Company acquired one multifamily apartment community in
Macon, Georgia and three retail shopping centers in Central Florida (the
Acquired Properties). The terms of the acquisitions, which were determined as a
result of arms length negotiations between the sellers of the properties and the
Company, are set forth in Real Estate Sales Contracts (the Contracts). The
following summary of the material terms of the transactions is qualified in its
entirety by the terms of the transactions as set forth in the Contracts.
Terms of Acquisition
The acquisitions total 176 apartment units and 589,000 square feet of retail
space and were purchased at a combined purchase price of $56.6 million. These
acquisitions increase the Company's multifamily portfolio to 13,039 apartment
units (including 1,150 units in Georgia), increase the Company's retail
portfolio to 5.7 million square feet, and increase the Company's expanding
retail presence in central Florida to 2.1 million square feet. In association
with one of the shopping centers, the Company assumed an existing mortgage of
$10.4 million. The remainder of the purchase price of the Acquired Properties
was financed through advances on the Company's line of credit.
Description of Property
Barrington Club Apartments--Macon, Georgia
On September 13, 1996 the Company acquired Barrington Club Apartments, a
176-unit luxury multifamily community in Macon, Georgia. Barrington Club was
acquired for a purchase price of $9.5 million which was financed through an
advance on the Company's unsecured line of credit. The development, which was
completed earlier this year, consists of eight two- and three-story buildings
and a separate clubhouse on approximately 14 acres of land. Amenities include a
swimming pool, a fitness center, tennis courts, and a playground. The average
unit size is 1,091 square feet with average unit market rent of $651 per month.
The property is located in the Barrington Hall, a 650-acre Planned Unit
Development, which includes a golf club with an 18-hole course, estate homes,
and single family homes. Residents of Barrington Club Apartments have golf
privileges at the club.
Wekiva RiverWalk--Orlando, Florida
On October 2, 1996 the Company acquired Wekiva RiverWalk Shopping Center, a
209,000 square foot shopping center in Orlando, Florida, for a purchase price of
$18.1 million. The center includes a 58,000 square foot Goodings Supermarket, a
36,000 square foot Beall's Department Store, a 26,000 United Artists Cinema, and
ground leases for NationsBank and Barnett Bank. The center includes
approximately 34,000 square feet of vacant in-line shop space the Company
anticipates using to enhance the center's performance. The center was built in
1990 and is currently 84% leased.
Bardmoor Village--St. Petersburg, Florida
On October 18, 1996 the Company acquired Bardmoor Village Shopping Center, a
158,000 square foot shopping center in St. Petersburg, Florida, for a purchase
price of $11.8 million. The center includes a 66,000 square foot Publix Super
Market, a 36,000 square foot Craft Depot, a 10,000 square foot Eckerd Drug
Store, and a ground lease for First Union Bank. The center was built in 1981,
renovated and expanded in 1991, and is currently 99% leased.
Island Walk--Orlando, Florida
On October 18, 1996 the Company also acquired Island Walk Shopping Center, a
222,000 square foot shopping center in Orlando, Florida, for a purchase price of
$17.2 million. The center includes a 108,000 square foot K-mart and a 56,000
square foot Publix Super Market. The center was built in two phases with the
first phase completed in 1993 and the second phase in 1995. The center is
currently 95% leased. In the acquisition of this property the Company assumed an
existing mortgage of $10.4 million that matures in October 2001 and bears an
interest rate of 8.8%.
<PAGE>
COLONIAL REALTY LIMITED PARTNERSHIP
Item 7. Financial Statements and Exhibits
Financial Statements
Page
(a) Historical Summaries of Revenues and Direct
Operating Expenses of Wekiva RiverWalk..................
(b) Unaudited Pro Forma Consolidated Condensed
Balance Sheet of Colonial Realty Limited
Partnership.............................................
(c) Unaudited Pro Forma Consolidated Condensed
Statements of Operations of Colonial Realty Limited
Partnership.............................................
Exhibits
23. Letter re: Consent of Independent Accountants
<PAGE>
REPORT OF INDEPENDENT ACCOUNTANTS
To the Partners
Colonial Realty Limited Partnership
We have audited the Historical Summary of Revenues and Direct Operating Expenses
of the Acquired Property--Wekiva RiverWalk as defined in Note 1 for the year
ended December 31, 1995. This Historical Summary is the responsibility of the
Acquired Property's management. Our responsibility is to express an opinion on
the Historical Summary based on our audit.
We conducted our audit in accordance with generally accepted auditing standards.
Those standards required that we plan and perform the audit to obtain reasonable
assurance about whether the Historical Summary is free of material misstatement.
An audit includes examining, on a test basis, evidence supporting the amounts
and disclosures in the Historical Summary. An audit also includes assessing the
accounting principles used and significant estimates made by management, as well
as evaluating the overall presentation of the Historical Summary. We believe our
audit provides a reasonable basis for our opinion.
The accompanying Historical Summary of Revenues and Direct Operating Expenses
was prepared for the purpose of complying with the rules and regulations of the
Securities and Exchange Commission for inclusion in the Form 8-K of Colonial
Realty Limited Partnership, and is not intended to be a complete presentation of
the revenues and expenses of the Acquired Property--Wekiva RiverWalk.
In our opinion, the Historical Summary referred to above presents fairly, in all
material respects, the revenues and direct operating expenses of the Acquired
Property for the year ended December 31, 1995 in conformity with generally
accepted accounting principles.
COOPERS & LYBRAND L.L.P.
Birmingham, Alabama
December 5, 1996
<PAGE>
<TABLE>
ACQUIRED PROPERTY--WEKIVA RIVERWALK
HISTORICAL SUMMARIES OF
REVENUES AND DIRECT OPERATING EXPENSES
_____________________
<CAPTION>
For the
Year Ended
December 31, 1995
-------------------
<S> <C>
Revenues ......................... $2,515,780
----------
Direct operating expenses:
General operating expenses ... 266,666
Salaries and Benefits ........ 18,577
Repairs and maintenance ...... 158,870
Taxes, licenses, and insurance 314,819
----------
758,932
----------
Excess of revenues over direct
operating expenses ........... $1,756,848
==========
<FN>
See Note to Historical Summaries of Revenues and Direct Operating Expenses.
</FN>
</TABLE>
<PAGE>
ACQUIRED PROPERTY--WEKIVA RIVERWALK
NOTE TO HISTORICAL SUMMARIES OF
REVENUES AND DIRECT OPERATING EXPENSES
1. Accounting Policies
Description--The accompanying Historical Summary consists of Wekiva
RiverWalk, a retail property (the Acquired Property) located in Orlando,
Florida. Colonial Realty Limited Partnership purchased the Acquired
Property for a total of approximately $18.1 million.
Basis of Presentation--The Historical Summary of Revenue and Direct
Operating Expenses includes gross operating revenues, exclusive of
interest income, and direct operating expenses, exclusive of mortgage and
other interest expense, depreciation, amortization, management fees,
non-recurring administrative expenses, and federal, state and local income
taxes, if any.
Income Recognition--Revenue from rental property are recognized when due
from tenants.
<PAGE>
COLONIAL REALTY LIMITED PARTNERSHIP
PRO FORMA CONSOLIDATED
CONDENSED BALANCE SHEET
September 30, 1996
(Unaudited)
The following unaudited pro forma consolidated condensed balance sheet reflects
significant transactions effected by Colonial Realty Limited Partnership after
September 30, 1996 including the purchase of three of the four Acquired
Properties mentioned elsewhere herein. (One of the four Acquired Properties was
purchased prior to September 30, 1996 and is already reflected in the Company's
historical balance sheet at September 30, 1996.) In addition to the three
Acquired Properties, the unaudited pro forma consolidated condensed balance
sheet reflects a public offering of debt proposed for December 1996. The pro
forma effects of these transactions are included in the unaudited pro forma
consolidated condensed balance sheet assuming the transactions had occurred as
of September 30, 1996 and assuming the Company used the proceeds of the debt
offering to repay outstanding indebtedness. (See notes to unaudited pro forma
consolidated condensed balance sheet).
This unaudited pro forma consolidated condensed balance sheet is not necessarily
indicative of the actual financial position of the Company had the transactions
been completed as of September 30, 1996, nor does it purport to represent the
future financial position of the Company. The unaudited pro forma consolidated
condensed balance sheet and related notes should be read in conjunction with the
information in the Company's General Form for Registration of Securities as
filed with the Securities and Exchange Commission on Form 10/A on July 5, 1996
and the Company's historical financial position as of September 30, 1996 as
filed with the Securities and Exchange Commission on Form 10-Q on November 14,
1996. In management's opinion, all adjustments necessary to reflect the effects
of these transactions have been made.
<PAGE>
<TABLE>
Colonial Realty Limited Partnership
Pro Forma Consolidated Condensed Balance Sheet
September 30, 1996
(Unaudited)
<CAPTION>
Colonial Pro Forma Adjustments Colonial
Realty -------------------------------- Realty
Limited Acquisition Proceeds Limited
Partnership of of Payment Partnership
Historical Properties Offering of Debt Pro Forma
---------- ---------- ---------- ---------- ----------
(A) (B) (C) (D)
<S> <C> <C> <C> <C> <C>
ASSETS
Land, buildings,
& equipment, net .......$740,620 $47,100 $787,720
Undeveloped land and
construction in progress 101,320 101,320
Cash and equivalents ..... 2,430 $ 99,000 $(99,000) 2,430
Restricted cash .......... 2,474 2,474
Accounts receivable, net . 2,643 2,643
Prepaid expenses ......... 5,163 5,163
Notes receivable ......... 597 597
Deferred debt and
lease costs ............ 5,658 1,000 6,658
Investment in partnerships 5,095 5,095
Other assets ............. 5,539 5,539
========= ========= ========= ========= =========
$ 871,539 $ 47,100 $ 100,000 $(99,000) $919,639
========= ========= ========= ========= =========
LIABILITIES AND PARTNERS' CAPITAL
Notes and mortgages
payable .......... $ 431,543 $ 47,100 $ 100,000 $(99,000) $479,643
Accounts payable .... 11,405 11,405
Accrued expenses .... 10,953 10,953
Tenant deposits ..... 2,779 2,779
Unearned rent ....... 764 764
--------- --------- --------- --------- ---------
Total liabilities 457,444 47,100 100,000 (99,000) 505,544
--------- --------- --------- --------- ---------
Redeemable units .... 221,319 221,319
--------- --------- --------- --------- ---------
Partners' capital ... 192,776 192,776
--------- --------- --------- --------- ---------
$ 871,539 $ 47,100 $ 100,000 $(99,000) $919,639
========= ========= ========= ========= =========
</TABLE>
<PAGE>
COLONIAL REALTY LIMITED PARTNERSHIP
NOTES TO PRO FORMA CONSOLIDATED
CONDENSED BALANCE SHEET
(Unaudited)
(A) Reflects the historical financial position of the Company as of September
30, 1996 as presented in the Company's Form 10-Q as filed with the
Securities and Exchange Commission on November 14, 1996.
(B) Includes the acquisition of three of the four Acquired Properties; Wekiva
RiverWalk for a purchase price of $18.1 million, Island Walk for $11.8
million, and Bardmoor Village for $17.2 million. These property
acquisitions were financed through advances on the Company's unsecured line
of credit and the assumption of indebtedness on one of the properties.
(C) Reflects the proceeds of the proposed December 1996 debt offering of
$100,000,000 less costs of the offering of $1,000,000.
(D) Reflects the repayment of the outstanding balance on the Company's
unsecured line of credit.
COLONIAL REALTY LIMITED PARTNERSHIP
PRO FORMA CONSOLIDATED CONDENSED
STATEMENTS OF OPERATIONS
For the Year Ended December 31, 1995 and
the Nine Months Ended September 31, 1996
(Unaudited)
The following unaudited pro forma consolidated condensed statements of
operations reflect significant transactions effected by Colonial Realty Limited
Partnership during 1995 and 1996 which includes the purchase of the four
Acquired Properties mentioned elsewhere herein. In addition to the Acquired
Properties, the following significant transactions are reflected in the
unaudited pro forma consolidated condensed statements of operations: (i) the
Company's acquisition of six properties during 1995, (ii) the Company's
acquisition of seven properties during 1996 other than the four Acquired
Properties, (iii) Colonial's equity offerings completed in May 1995 and January
1996, the proceeds of which were contributed to the Company, (iv) the Company's
debt offering completed in July 1996, and (v) the Company's debt offering
proposed for December 1996. The pro forma effects of all such transactions are
included in the unaudited pro forma consolidated condensed statements of
operations assuming the transactions had occurred as of January 1, 1995 and
assuming the Company used the proceeds of the equity and debt offerings to repay
outstanding indebtedness. (See notes to unaudited pro forma consolidated
condensed statements of operations).
These unaudited pro forma consolidated condensed statements of operations are
not necessarily indicative of the actual results of operations had the
transactions been completed as of January 1, 1995, nor do they purport to
represent the future results of the operations of the Company. The Company is
not aware of any material factors relating to the Acquired Properties, other
than as disclosed in the footnotes to the unaudited pro forma consolidated
condensed statements of operations, which would cause the combined historical
summaries of revenue and direct operating expenses not to be necessarily
indicative of future operating results.
The unaudited pro forma consolidated condensed statements of operations and
related notes should be read in conjunction with the information in the
Company's General Form for Registration of Securities as filed with the
Securities and Exchange Commission on Form 10/A on July 5, 1996 and the
Company's historical results of operations for the nine months ended September
30, 1996 as filed with the Securities and Exchange Commission on Form 10-Q on
November 14, 1996. In management's opinion, all adjustments necessary to reflect
the effects of these transactions have been made.
<PAGE>
<TABLE>
Colonial Realty Limited Partnership
Pro Forma Consolidated Condensed Statements of Operations
For the year ended December 31, 1995
<CAPTION>
For the year ended December 31, 1995
------------------------------------------------------
Colonial Pro Forma Adjustments Colonial
Realty -------------------------- Realty
Limited Acquisition Limited
Partnership of Payment Partnership
Historical Properties of Debt,net Pro Forma
------------- ------------ ------------ ------------
(A) (B) (C)
<S> <C> <C> <C> <C>
Revenues:
Rent .................... $ 107,172 $ 26,323 $ -0- $ 133,495
Other ................... 4,265 2,106 -0- 6,371
--------- --------- --------- ---------
Total revenue ........... 111,437 28,429 -0- 139,866
--------- --------- --------- ---------
Property operating expenses:
General operating expenses 8,355 2,710 -0- 11,065
Salaries and benefits ... 7,363 1,555 -0- 8,918
Repairs and maintenance .. 10,890 1,844 -0- 12,734
Taxes, licenses,
and insurance ............ 9,927 2,913 -0- 12,840
General and administrative . 5,747 -0- -0- 5,747
Depreciation and amortization 20,615 4,587 -0- 25,202
--------- --------- --------- ---------
Total operating expenses . 62,897 13,609 -0- 76,506
--------- --------- --------- ---------
Income from operations ... 48,540 14,820 -0- 63,360
--------- --------- --------- ---------
Other income (expense):
Interest Expense ........ (23,972) (11,835) 10,418 (25,389)
Income from partnerships 499 -0- -0- 499
Gains from sale of
property ................ 175 -0- -0- 175
--------- --------- --------- ---------
Total other expense ..... (23,298) (11,835) 10,418 (24,715)
--------- --------- --------- ---------
Net income (loss) ....... $ 25,242 $ 2,985 $ 10,418 $ 38,645
========= ========= ========= =========
Net income per unit $ 1.28 $ 1.48
========= =========
Common units outstanding 19,694 26,088
========= =========
</TABLE>
<PAGE>
<TABLE>
Colonial Realty Limited Partnership
Pro Forma Consolidated Condensed Statements of Operations
For the nine months ended September 30, 1996
<CAPTION>
For the nine months ended September 30, 1996
----------------------------------------------------
Colonial Pro Forma Adjustments Colonial
Realty ------------------------- Realty
Limited Acquisition Limited
Partnership of Payment Partnership
Historical Properties of Debt,net Pro Forma
----------- ------------ ------------ ------------
(A) (B) (C)
<S> <C> <C> <C> <C>
Revenues:
Rent .....................$ 93,091 $ 9,634 $ -0- $ 102,725
Other .................... 3,172 1,351 -0- 4,523
--------- --------- --------- ---------
Total Revenue ........... 96,263 10,985 -0- 107,248
--------- --------- --------- ---------
Property operating expenses:
General operating expenses 7,100 1,048 -0- 8,148
Salaries and benefits .... 6,449 640 -0- 7,089
Repairs and maintenance .. 9,777 522 -0- 10,299
Taxes, licenses and
insurance ................ 8,374 856 -0- 9,230
General and administrative 2,598 -0- -0- 2,598
Depreciation and
amortization ............. 17,034 1,993 -0- 19,027
--------- --------- --------- ---------
Total operating expenses 51,332 5,059 -0- 56,391
--------- --------- --------- ---------
Income from operations .. 44,931 5,926 -0- 50,857
--------- --------- --------- ---------
Other income (expense):
Interest expense ......... (16,614) (5,695) 1,321 (20,988)
Income from partnerships . 456 -0- -0- 456
Gains from sales ......... 15 -0- -0- 15
--------- --------- --------- ---------
Total other expense ..... (16,143) (5,695) 1,321 (20,517)
--------- --------- --------- ---------
Income before
extraordinary item ...... 28,788 231 1,321 30,340
Extraordinary loss from
early extinquishment
of debt ................. (488) -0- -0- (488)
--------- --------- --------- ---------
Net income (loss) ......$ 28,300 $ 231 $ 1,321 $ 29,852
========= ========= ========= =========
Net income per unit $ 1.11 $ 1.14
========= =========
Common units outstanding 25,576 26,088
========= =========
</TABLE>
<PAGE>
COLONIAL REALTY LIMITED PARTNERSHIP
NOTES TO PRO FORMA CONSOLIDATED
CONDENSED STATEMENTS OF OPERATIONS
(Unaudited)
(A) Reflects the Company's historical results of operations for the year ended
December 31, 1995 as presented in the Company's General Form for
Registration of Securities as filed with the Securities and Exchange
Commission on Form 10/A on July 5, 1996 and the Company's historical
results of operations for the nine months ended September 30, 1996 as filed
with the Securities and Exchange Commission on Form 10-Q on November 14,
1996.
(B) Reflects the operating results of the six properties acquired during 1995
and the eleven properties acquired during 1996 (including the four Acquired
Properties mentioned elsewhere herein). The results included as pro forma
adjustments for these properties include those operating results of the
properties for the respective periods during which the Company did not own
the properties.
Included elsewhere herein are Historical Summaries of Revenues and Direct
Operating Expenses for one of the Acquired Properties. The pro forma
statements of operations include certain adjustments made to these
historical summaries as presented in the following table.
<TABLE>
<CAPTION>
For the Nine For the
Months Ended Year Ended
September 30, December 31,
1996 1995
--------------- ---------------
<S> <C> <C>
Excess of revenues over
direct
operating expenses (1)
Wekiva RiverWalk ....... $ 1,340 $ 1,757
Island Walk ............ 1,302 1,495
Bardmoor Village ....... 1,027 1,172
Other properties ....... 4,250 14,983
-------- --------
7,919 19,407
Less:
Depreciation of property(2) 1,993 4,587
Interest on acquisition
financing (3) 5,695 11,835
======== ========
Pro forma net income ...... $ 231 $ 2,985
======== ========
</TABLE>
(1) The excess of revenues over direct operating expenses is based upon
historical operations for the seventeen properties acquired during 1995
and 1996 for the year ended December 31, 1995 and the nine months ended
September 30, 1996, as contained in the Historical Summaries of
Revenues and Direct Operating Expenses included elsewhere herein for
the property whose December 31, 1995 financial results have been
audited.
(2) The asset basis used in the computation of depreciation includes a
preliminary allocation of the purchase price to land, land
improvements, building, and personal property, plus acquisition costs
to date. Such allocation may be adjusted pending receipt of additional
information. Depreciation has been computed using the straight line
method with cost recovery periods of 7 to 40 years.
(3) Includes interest expense incurred from sources of funds used to
finance the acquisition of the Acquired Properties including advances
on the Company's unsecured line of credit
(C) Reflects the net effect of the application of the equity and debt offering
proceeds to repay the revolving debt incurred in the acquisition of
properties and mortgage debt. The interest saved from this repayment of
debt is shown net of interest expense arising from debt incurred from the
debt offerings.
<PAGE>
SIGNATURES
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 hereunto duly authorized.
COLONIAL REALTY LIMITED PARTNERSHIP
a Delaware limited partnership
By: Colonial Properties Holding Company,Inc.,
its general partner
Date: December 5, 1996 /s/ Douglas B. Nunnelley
------------------------
Douglas B. Nunnelley
Senior Vice President
and Chief Financial Officer
Date: December 5, 1996 /s/ Douglas B. Nunnelley
------------------------
Douglas B. Nunnelley
Senior Vice President
and Chief Financial Officer
(Duly Authorized Officer
and Principal Financial Officer)
<PAGE>
Exhibit 23
Consent of Independent Accountants
We consent to the incorporation by reference in the registration statements of
Colonial Realty Limited Partnership on Forms S-3 filed on July 5, 1996 (File No.
333-04301) and October 18, 1996 (File No. 333-00000) of our report dated
December 4, 1996 on our audit of the Historical Summary of Revenues and Direct
Operating Expenses of Acquired Property--Wekiva RiverWalk, which
report is included in the Form 8-K.
COOPERS & LYBRAND L.L.P.
Birmingham, Alabama
December 5, 1996
