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
Date of Report (Date of earliest event Commission File Number: 0-20707
reported): October 14, 1997
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 5. Other Events
Colonial Realty Limited Partnership (CRLP), a Delaware limited
partnership, is the Operating Partnership of Colonial Properties Trust, an
Alabama real estate investment trust whose common shares are listed on the New
York Stock Exchange under the symbol CLP. CRLP owns and operates commercial real
estate in the southern United States. CRLP has acquired one retail center in
Florida, one multifamily apartment community in South Carolina, a portfolio of
three retail properties located in Brunswick, Gainesville, and Valdosta, Georgia
(the Georgia Malls), and a portfolio of eight retail properties located in
Burlington, Mount Airy, Greensboro, Yadkinville, and Locust, North Carolina,
Staunton and Abingdon, Virginia, and Chattanooga, Tennessee (the Retail
Portfolio) (the Acquired Properties) since September 17, 1997 (the date of the
last Form 8-K filed). In connection with the acquisition of the Georgia Malls,
which was structured as a like-kind exchange, CRLP disposed of four multifamily
properties (the Exchanged Properties) totaling 2,096 apartment units. CRLP has
also acquired the remaining 50% interest in an office building in Birmingham,
Alabama, which houses its corporate headquarters, and the remaining 13% interest
in another office building in Birmingham. The following is a summary of the
material terms of the transactions.
In accordance with Rule 3-14 of Regulation S-X, financial statements with
respect to the Georgia Malls, the Retail Portfolio, and a multifamily community
acquired prior to September 17, 1997, are being filed because CRLP has already
acquired the properties and the book value of the properties, in the aggregate,
are significant.
Terms of Acquisition
The thirteen Acquired Properties total 350 apartment units and 3.1 million
square feet of retail space and were purchased at a combined purchase price of
$211.2 million. The acquisitions decrease CRLP's multifamily portfolio to 13,631
apartment units (as discussed below), and increase CRLP's retail portfolio to
10.3 million square feet. In connection with the acquisition of two of the
Acquired Properties, CRLP assumed existing mortgages totaling $5.7 million. In
association with three of the Acquired Properties, CRLP exchanged four
multifamily properties totaling 2,096 apartment units valued at $54.8 million.
The remainder of the purchase price of the Acquired Properties was financed
through the issuance of limited partnership units and advances on CRLP's
unsecured line of credit.
Description of Property
Acquired Properties
Lakewood Plaza--Jacksonville, Florida
On October 14, 1997, CRLP acquired Lakewood Plaza, a 195,000 square foot
community shopping center in Jacksonville, Florida. The center, which was
redeveloped in 1995, was 94% leased at the time of acquisition. Lakewood Plaza
includes a 48,000 square foot Winn Dixie and a 10,000 square foot Beall's along
with 137,000 square feet of specialty-shop space. The purchase price of $14.4
million was financed through the issuance of 74,709 limited partnership units,
valued at $2.1 million, and an advance on CRLP's unsecured line of credit. The
acquisition agreement provides for CRLP to make an additional payment to the
seller if certain lease-up conditions are satisfied. CRLP expects to make an
additional payment to the seller of approximately $.7 million pursuant to this
provision.
Page 2
<PAGE>
Caledon Wood--Greenville, South Carolina
On October 31, 1997, CRLP acquired Caledon Wood, a 350-unit apartment complex on
approximately 25 acres of land in Greenville, South Carolina. The community was
developed between 1995 and 1996, and was 90% leased at the time of acquisition.
The purchase price of $21.3 million, was financed through an advance on CRLP's
unsecured line of credit. The average unit size is 1,049 square feet with
average unit market rent of $727 per month.
Georgia Malls--Brunswick, Gainesville, and Valdosta Georgia
On November 4, 1997, CRLP acquired the Georgia Malls, which consists of three
retail malls located in Brunswick, Gainesville, and Valdosta, Georgia for a
total purchase price of $97 million. The Georgia Malls contain a total of 1.4
million square feet of gross leasable area. In connection with the acquisition
of the Georgia Malls, which was structured as a like-kind exchange, CRLP sold to
a third party four multifamily properties (Ski Lodge I, Ski Lodge II, Ski Lodge
III and Vieux Carre, containing a total of 2,096 apartment units) for a total
sale price of $54.8 million. The purchaser of the multifamily properties paid
the sale price by assuming an existing mortgage of approximately $10 million and
paid the remainder in cash. The cash portion of the sale price, together with an
advance on CRLP's unsecured line of credit, was used to pay the purchase price
of the Georgia Malls.
Retail Portfolio--North Carolina, Tennessee, and Virginia
On November 20, December 1 and December 5, 1997, CRLP acquired the Retail
Portfolio, which consists of three enclosed malls located in Staunton, Virginia
and Burlington and Mount Airy, North Carolina and five community shopping
centers located in Abingdon, Virginia, Greensboro, Locust, and Yadkinville,
North Carolina and Chattanooga, Tennessee. CRLP acquired the Retail Portfolio
for a total purchase price of $78.5 million. The Retail Portfolio contains 1.5
million square feet of gross leasable area. The purchase price of the Retail
Portfolio was funded through the assumption of debt totaling $5.7 million, the
issuance of 608,545 limited partnership units valued at $18.0 million, and an
advance on CRLP's unsecured line of credit. In connection with one of the
properties in the Retail Portfolio, the acquisition agreement provides for CRLP
to make an additional payment to the seller if certain lease-up conditions are
satisfied. CRLP expects to make an additional payment to the seller of
approximately $1.8 million pursuant to this provision.
Page 3
<PAGE>
Other Properties
Colonial Plaza--Birmingham, Alabama
On November 14, 1997, CRLP acquired the remaining 50% outside interest in
Colonial Plaza, a 12 story office building in Birmingham, Alabama. The purchase
increased CRLP's ownership from a 50% interest to full ownership in the
building, which totals 168,000 square feet. The purchase price of $7.4 million
was financed through the assumption of debt totaling $1.2 million and an advance
on CRLP's unsecured line of credit. The building, which was built in 1982, was
100% leased at the time of acquisition.
Riverchase Center--Birmingham, Alabama
On December 9, 1997, CRLP acquired the remaining 13% outside interest in
Riverchase Center, an office park comprised of eight one-level buildings in
Birmingham, Alabama. The purchase increased CRLP's ownership from an 87%
interest to full ownership in the buildings, which total 306,000 square feet.
The purchase price of $3.4 million was financed through the issuance of 114,798
limited partnership units. The seller is also a director of Colonial Properties
Holding Company, Inc.
Page 4
<PAGE>
COLONIAL REALTY LIMITED PARTNERSHIP
Item 7. Financial Statements and Exhibits
(a) Financial Statements of Businesses Acquired Page
Historical Summary of Revenues and Direct
Operating Expenses of Mark Trace Apartments....................6
Combined Historical Summary of Revenues and Direct
Operating Expenses of Georgia Malls............................9
Combined Historical Summary of Revenues and Direct
Operating Expenses of the Retail Portfolio.....................12
(b) Pro Forma Financial Information................................15
(c) Exhibits
23.1 Letter re: Consent of Independent Accountants...........24
Page 5
<PAGE>
REPORT OF INDEPENDENT ACCOUNTANTS
To the Board of Directors
Colonial Properties Holding Company, Inc.
We have audited the Historical Summary of Revenues and Direct Operating Expenses
of the Acquired Property--Mark Trace Apartments as defined in Note 1 for the
year ended December 31, 1996. 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 require 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--Mark Trace Apartments.
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--Mark Trace Apartments for the year ended December 31, 1996 in
conformity with generally accepted accounting principles.
/s/ Coopers & Lybrand L.L.P.
COOPERS & LYBRAND L.L.P.
Birmingham, Alabama
October 1, 1997
Page 6
<PAGE>
ACQUIRED PROPERTY--MARK TRACE APARTMENTS
HISTORICAL SUMMARY OF
REVENUES AND DIRECT OPERATING EXPENSES
---------------------
For the
Year Ended
December 31, 1996
-----------------------
Revenues $ 1,696,957
-----------------
Direct operating expenses:
General operating expenses 151,237
Salaries and benefits 48,396
Repairs and maintenance 73,852
Taxes, licenses, and insurance 138,696
-----------------
412,181
-----------------
Excess of revenues over direct
operating expenses $ 1,284,776
=================
See Note to Historical Summary of Revenues and Direct Operating Expenses.
Page 7
<PAGE>
ACQUIRED PROPERTY--MARK TRACE APARTMENTS
NOTE TO HISTORICAL SUMMARY OF
REVENUES AND DIRECT OPERATING EXPENSES
1. Accounting Policies
Description--The accompanying Historical Summary consists of the revenues
and direct operating expenses of Mark Trace Apartments, a multifamily
property (the Acquired Property) located in Jackson, Mississippi. Colonial
Realty Limited Partnership purchased the Acquired Property for a total of
approximately $17.9 million.
Basis of Presentation--The Historical Summary of Revenues 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 is recognized when due
from tenants.
Use of Estimates--The preparation of financial statements in conformity
with generally accepted accounting principles requires management to make
estimates and assumptions that affect the reported amounts of revenues and
expenses during the reporting period. Actual results could differ from
those estimates.
Page 8
<PAGE>
REPORT OF INDEPENDENT ACCOUNTANTS
To the Board of Directors
Colonial Properties Holding Company, Inc.
We have audited the Combined Historical Summary of Revenues and Direct Operating
Expenses of the Georgia Malls (the Properties) as defined in Note 1 for the year
ended December 31, 1996. This Combined Historical Summary is the responsibility
of the Properties' management. Our responsibility is to express an opinion on
the Combined Historical Summary 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 Historical Summary is free of material
misstatement. An audit includes examining, on a test basis, evidence supporting
the amounts and disclosures in the Combined 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 Combined
Historical Summary. We believe our audit provides a reasonable basis for our
opinion.
The accompanying Combined 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 Georgia Malls.
In our opinion, the Combined Historical Summary referred to above presents
fairly, in all material respects, the revenues and direct operating expenses of
the Georgia Malls for the year ended December 31, 1996 in conformity with
generally accepted accounting principles.
/s/ Coopers & Lybrand L.L.P.
COOPERS & LYBRAND L.L.P.
Birmingham, Alabama
October 17, 1997
Page 9
<PAGE>
THE GEORGIA MALLS
COMBINED HISTORICAL SUMMARY OF
REVENUES AND DIRECT OPERATING EXPENSES
---------------------
For the
Year Ended
December 31, 1996
---------------------
Revenues:
Base and percentage rents $ 10,008,715
CAM reimbursement 3,636,354
Other 683,398
-----------------
14,328,467
-----------------
Direct operating expenses:
General operating expenses 1,482,258
Salaries and benefits 970,393
Repairs and maintenance 880,018
Taxes, licenses, and insurance 982,735
-----------------
4,315,404
-----------------
Excess of revenues over direct
operating expenses $ 10,013,063
=================
See Notes to Combined Historical Summary of Revenues and Direct Operating
Expenses.
Page 10
<PAGE>
THE GEORGIA MALLS
NOTES TO COMBINED HISTORICAL SUMMARY OF
REVENUES AND DIRECT OPERATING EXPENSES
1. Accounting Policies
Description--The accompanying Combined Historical Summary consists of the
revenues and direct operating expenses of the Georgia Malls, three retail
properties (the Properties) located in Georgia. Colonial Realty Limited
Partnership purchased the Properties for a total of approximately $97.0
million.
Basis of Presentation--The Combined Historical Summary of Revenues 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 is recognized when due
from tenants.
Use of Estimates--The preparation of financial statements in conformity
with generally accepted accounting principles requires management to make
estimates and assumptions that affect the reported amounts of revenues and
expenses during the reporting period. Actual results could differ from
those estimates.
2. Leasing Operations
Minimum base rentals due in future periods under noncancelable operating
leases extending beyond one year at December 31, 1996, are as follows:
1997 $ 8,146,832
1998 7,396,880
1999 6,891,847
2000 6,263,596
2001 5,557,440
------------
$ 34,256,595
============
Page 11
<PAGE>
REPORT OF INDEPENDENT ACCOUNTANTS
To the Board of Directors
Colonial Properties Holding Company, Inc.
We have audited the Combined Historical Summary of Revenues and Direct Operating
Expenses of the Retail Portfolio (the Properties) as defined in Note 1 for the
year ended December 31, 1996. This Combined Historical Summary is the
responsibility of the Properties' management. Our responsibility is to express
an opinion on the Combined Historical Summary 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 Historical Summary is free of material
misstatement. An audit includes examining, on a test basis, evidence supporting
the amounts and disclosures in the Combined 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 Combined
Historical Summary. We believe our audit provides a reasonable basis for our
opinion.
The accompanying Combined 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 Retail Portfolio.
In our opinion, the Combined Historical Summary referred to above presents
fairly, in all material respects, the revenues and direct operating expenses of
the Retail Portfolio for the year ended December 31, 1996 in conformity with
generally accepted accounting principles.
/s/ Coopers & Lybrand L.L.P.
COOPERS & LYBRAND L.L.P.
Birmingham, Alabama
November 14, 1997
Page 12
<PAGE>
THE RETAIL PORTFOLIO
COMBINED HISTORICAL SUMMARY OF
REVENUES AND DIRECT OPERATING EXPENSES
---------------------
For the
Year Ended
December 31, 1996
-----------------------
Revenues:
Base and percentage rents $ 8,642,924
CAM reimbursement 2,512,645
Other 55,832
-----------------
11,211,401
-----------------
Direct operating expenses:
General operating expenses 1,291,791
Salaries and benefits 745,879
Repairs and maintenance 725,156
Taxes, licenses, and insurance 751,335
-----------------
3,514,161
-----------------
Excess of revenues over direct
operating expenses $ 7,697,240
=================
See Notes to Combined Historical Summary of Revenues and Direct Operating
Expenses.
Page 13
<PAGE>
THE RETAIL PORTFOLIO
NOTES TO COMBINED HISTORICAL SUMMARY OF
REVENUES AND DIRECT OPERATING EXPENSES
1. Accounting Policies
Description--The accompanying Combined Historical Summary consists of the
revenues and direct operating expenses of the Retail Portfolio (the
Properties), which consists of eight retail properties located in
Virginia, North Carolina, and Tennessee. Colonial Realty Limited
Partnership purchased the Properties for a total of approximately $78.5
million.
Basis of Presentation--The Combined Historical Summary of Revenues 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 is recognized when due
from tenants.
Use of Estimates--The preparation of financial statements in conformity
with generally accepted accounting principles requires management to make
estimates and assumptions that affect the reported amounts of revenues and
expenses during the reporting period. Actual results could differ from
those estimates.
2. Leasing Operations
Minimum base rentals due in future periods under noncancelable operating
leases extending beyond one year at December 31, 1996, are as follows:
1997 $ 8,366,507
1998 7,984,874
1999 6,821,006
2000 5,620,243
2001 4,632,302
------------
$ 33,424,932
============
Page 14
<PAGE>
COLONIAL REALTY LIMITED PARTNERSHIP
PRO FORMA CONSOLIDATED
CONDENSED BALANCE SHEET
September 30, 1997
(Unaudited)
The following unaudited pro forma consolidated condensed balance sheet reflects
significant transactions effected by CRLP after September 30, 1997, including
the purchase of the thirteen Acquired Properties, and an offering of preferred
securities to the public by Colonial Properties Trust.
This unaudited pro forma consolidated condensed balance sheet is not necessarily
indicative of the actual financial position of CRLP had the transactions been
completed as of September 30, 1997, nor does it purport to represent the future
financial position of CRLP. The unaudited pro forma consolidated condensed
balance sheet and related notes should be read in conjunction with the
information appearing in CRLP's 1996 Financial Statements as filed with the
Securities and Exchange Commission on Form 10-K and the notes thereto and with
CRLP's March 31, 1997, June 30, 1997, and September 30, 1997 Quarterly Reports
as filed with the Securities and Exchange Commission on Form 10-Q and with the
financial statements included therein and the notes thereto. In management's
opinion, all adjustments necessary to reflect the effects of these transactions
have been made.
Page 15
<PAGE>
<TABLE>
Colonial Realty Limited Partnership
Pro Forma Consolidated Condensed Balance Sheet
September 30, 1997
(In Thousands)
(Unaudited)
<CAPTION>
Colonial Realty Colonial Realty
Limited Pro Limited
Partnership Forma Partnership
Historical Adjustments Pro Forma
---------------- --------------- -----------------
(A) (B)
<S> <C> <C> <C>
ASSETS
Land, buildings, & equipment, net $ 1,085,173 $ 172,060 $ 1,257,233
Undeveloped land and construction in progress 93,753 93,753
Cash and equivalents 3,253 3,253
Restricted cash 2,831 2,831
Accounts receivable, net 5,320 5,320
Prepaid expenses 2,909 2,909
Notes receivable 595 595
Deferred debt and lease costs 7,141 7,141
Investments 4,946 (5,120) (174)
Other assets 5,304 5,304
--------------- -------------- ----------------
$ 1,211,225 $ 166,940 $ 1,378,165
================ =============== =================
LIABILITIES AND PARTNERS' CAPITAL
Notes and mortgages payable $ 666,617 $ 25,318 $ 691,935
Accounts payable 5,266 5,266
Accrued interest 6,422 6,422
Accrued expenses 11,195 11,195
Tenant deposits 3,739 3,739
Unearned rent 1,467 1,467
---------------- --------------- -----------------
Total liabilities 694,706 25,318 720,024
---------------- --------------- -----------------
Minority interest in consolidated operating property 3,248 3,248
---------------- --------------- -----------------
Redeemable units, at redemption value 273,136 141,622 414,758
---------------- --------------- -----------------
Partners' capital, excluding redeemable units 240,135 240,135
---------------- --------------- -----------------
$ 1,211,225 $ 166,940 $ 1,378,165
================ =============== =================
</TABLE>
Page 16
<PAGE>
COLONIAL REALTY LIMITED PARTNERSHIP
NOTES TO PRO FORMA CONSOLIDATED
CONDENSED BALANCE SHEET
(Unaudited)
(A) Reflects the historical financial position of CRLP as of September 30, 1997
as presented in CRLP's Form 10-Q as filed with the Securities and Exchange
Commission.
(B) Includes the acquisition of the thirteen Acquired Properties; Lakewood
Plaza, for a purchase price of $14.4 million, Caledon Wood for a purchase
price of $21.3 million, the Georgia Malls for a purchase price of $97.0
million, the Retail Portfolio for a purchase price of $78.5 million, and
the purchases of the remaining interests in two office buildings in
Birmingham. These property acquisitions were financed through the issuance
of limited partnership units, the exchange of four multifamily properties
in Alabama with an exchange value of $54.8 million, advances on CRLP's
unsecured line of credit, the issuance of securities to the public, and the
assumption of indebtedness on two of the properties.
Page 17
<PAGE>
COLONIAL REALTY LIMITED PARTNERSHIP
PRO FORMA CONSOLIDATED CONDENSED
STATEMENTS OF OPERATIONS
For the Year Ended December 31, 1996
and the Nine Months Ended September 30, 1997
(Unaudited)
The following unaudited pro forma consolidated condensed statements of
operations reflect significant transactions effected by CRLP during 1997 which
includes the purchase of the thirteen 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) CRLP's cash contributions received from Colonial
Properties Trust's equity offerings completed in January 1996, January 1997,
July 1997 and November 1997 (ii) CRLP's debt offerings completed in July 1996,
December 1996, January 1997, July 1997, August 1997, and September 1997, and
(iii) CRLP's acquisition of eleven properties during 1997 other than the
thirteen Acquired Properties. 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, 1996 and
assuming CRLP 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, 1996, nor do they purport to
represent the future results of the operations of CRLP. CRLP 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 revenues 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 appearing in
CRLP's 1996 Financial Statements as filed with the Securities and Exchange
Commission on Form 10-K and the notes thereto and with CRLP's March 31, 1997,
June 30, 1997, and September 30, 1997 Quarterly Reports as filed with the
Securities and Exchange Commission on Form 10-Q and with the financial
statements included therein and the notes thereto. In management's opinion, all
adjustments necessary to reflect the effects of these transactions have been
made.
Page 18
<PAGE>
<TABLE>
Colonial Realty Limited Partnership
Pro Forma Consolidated Condensed Statements of Operations
For the year ended December 31, 1996
(In Thousands, Except Per Unit Data)
(Unaudited)
<CAPTION>
For the year ended December 31, 1996
--------------------------------------------------------------
Colonial Realty Colonial Realty
Limited Pro Limited
Partnership Forma Partnership
Historical Adjustments Pro Forma
------------------ --------------- -----------------
(A) (B)
<S> <C> <C> <C>
Revenues:
Rent $ 130,370 $ 42,901 $ 173,271
Other 4,511 (1) 4,510
------------------ --------------- -----------------
Total revenue 134,881 42,900 177,781
------------------ --------------- -----------------
Property operating expenses:
General operating expenses 9,530 3,967 13,497
Salaries and benefits 8,606 1,081 9,687
Repairs and maintenance 13,073 3,378 16,451
Taxes, licenses and insurance 11,538 3,266 14,804
General and administrative 4,071 358 4,429
Depreciation 22,025 8,335 30,360
Amortization 1,509 73 1,582
------------------ --------------- -----------------
Total operating expenses 70,352 20,458 90,810
------------------ --------------- -----------------
Income from operations 64,529 22,442 86,971
------------------ --------------- -----------------
Other income (expense):
Interest expense (24,584) (2,384) (26,968)
Income from partnerships 635 (564) 71
Gains from sale of property 469 -0- 469
Minority interest in consolidated
operating property -0- -0- -0-
------------------ --------------- -----------------
Total other expense (23,480) (2,948) (26,428)
------------------ --------------- -----------------
Income before extraordinary items 41,049 19,494 60,543
Extraordinary loss from debt extinguishment (511) 511 -0-
------------------ --------------- -----------------
Net income $ 40,538 $ 20,005 $ 60 543
Preferred distributions -0- 10,469 10,469
------------------ --------------- -----------------
Net income available to unitholders $ 40,538 $ 9,536 $ 50,074
================== =============== =================
Net income per unit $ 1.58 $ 1.62
================== =================
Units outstanding 25,703 30,877
================== =================
</TABLE>
Page 19
<PAGE>
<TABLE>
Colonial Realty Limited Partnership
Pro Forma Consolidated Condensed Statements of Operations
For the nine months ended September 30, 1997
(In Thousands, Except Per Unit Data)
(Unaudited)
<CAPTION>
For the none months ended September 30, 1997
-------------------------------------------------------------------------
Colonial Realty Colonial Realty
Limited Pro Limited
Partnership Forma Partnership
Historical Adjustments Pro Forma
----------------- ----------------- -------------------
(A) (B)
<S> <C> <C> <C>
Revenues:
Rent $ 109,910 $ 25,483 $ 135,393
Other 19,562 54 19,616
----------------- ---------------- ---------------
Total revenue 129,472 25,537 155,009
----------------- ---------------- ---------------
Property operating expenses:
General operating expenses 9,010 2,071 11,081
Salaries and benefits 7,468 660 8,128
Repairs and maintenance 13,204 2,125 15,329
Taxes, licenses and insurance 11,489 2,044 13,533
General and administrative 4,272 175 4,447
Depreciation 22,426 5,004 27,430
Amortization 888 34 922
----------------- ---------------- ---------------
Total operating expenses 68,757 12,113 80,870
----------------- ---------------- ---------------
Income from operations 60,715 13,424 74,139
----------------- ---------------- ---------------
Other income (expense):
Interest expense (28,796) (1,524) (30,320)
Income from partnerships 556 (506) 50
Gains (losses) from sale of property (1) -0- (1)
Minority interest in consolidated
operating property (179) 179 -0-
----------------- ---------------- ---------------
Total other expense (28,420) (1,851) (30,271)
----------------- ---------------- ---------------
Income before extraordinary items 32,295 11,573 43,868
Extraordinary loss from debt extinguishment (3,408) 3,408 -0-
----------------- ---------------- ---------------
Net income (loss) $ 28,887 $ 14,981 $ 43,868
Preferred distributions -0- 7,852 7,852
------------------ --------------- -----------------
Net income available to unitholders $ 28,887 $ 7,129 $ 36,016
================= ================ ===============
Net income per unit $ 1.03 $ 1.17
================= ================
Units outstanding 28,062 30,877
================= ================
</TABLE>
Page 20
<PAGE>
COLONIAL REALTY LIMITED PARTNERSHIP
NOTES TO PRO FORMA CONSOLIDATED
CONDENSED STATEMENTS OF OPERATIONS
(Unaudited)
(A) Reflects CRLP's historical results of operations for the year ended
December 31, 1996, as presented in CRLP's 1996 Annual Report as filed with
the Securities and Exchange Commission on Form 10-K and CRLP's historical
results of operations for the nine months ended September 30, 1997 as
presented in CRLP's September 30, 1997 Quarterly Report as filed with the
Securities and Exchange Commission on Form 10-Q.
(B) Reflects the operating results of the 24 properties acquired during 1997
(less the operations of two multifamily properties and one office property
which were involved in two of the 1997 acquisitions, as discussed in CRLP's
Form 8-K filed July 21, 1997), less the operations of the four properties
exchanged in connection with one of the acquisitions, as 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 CRLP did not own the properties. This
column also 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.
Included elsewhere herein is the Historical Summary of Revenues and Direct
Operating Expenses for a multifamily property acquired on August 29, 1997
(as discussed in CRLP's Form 8-K filed September 17, 1997), and the
Combined Historical Summaries of Revenues and Direct Operating Expenses for
eleven of the Acquired Properties. The pro forma statements of operations
include certain adjustments made to these historical summaries as presented
in the following table.
For the
Year Ended
December 31, 1996
(in thousands)
--------------
Excess of revenues over direct
operating expenses (1)
Mark Trace Apartments $ 1,285
Georgia Malls 10,013
Retail Portfolio 7,697
Other properties 11,855
--------------
30,850
Less:
Depreciation and
amortization of property (2) 8,408
Interest on acquisition
financing, net of savings from debt
and equity offerings (3) 2,384
Other adjustments 53
--------------
Pro forma income $ 20,005
==============
Page 21
<PAGE>
(1) The excess of revenues over direct operating expenses is based upon
historical operations for the properties acquired during 1997 for the
year ended December 31, 1996, as contained in the Historical Summary of
Revenues and Direct Operating Expenses and the Combined Historical
Summaries of Revenues and Direct Operating Expenses included elsewhere
herein for the properties whose December 31, 1996 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 CRLP's unsecured line of credit, net of the 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 22
<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 10, 1997 /s/ Howard B. Nelson, Jr.
-------------------------
Howard B. Nelson, Jr.
Chief Financial Officer
(Duly Authorized Officer
and Principal Financial Officer)
Page 23
<PAGE>
Exhibit 23.1
Consent of Independent Accountants
We consent to the incorporation by reference in the registration statement of
Colonial Realty Limited Partnership on Form S-3 related to the Shelf
Registration dated October 25, 1996 (File No. 333-14401) of our report dated
October 1, 1997 on our audit of the Historical Summary of Revenues and Direct
Operating Expenses of Acquired Property--Mark Trace Apartments; our report dated
October 17, 1997 on our audit of the Combined Historical Summary of Revenues and
Direct Operating Expenses of the Georgia Malls; and our report dated November
14, 1997 on our audit of the Combined Historical Summary of Revenues and Direct
Operating Expenses of the Retail Portfolio, which reports are included in this
Form 8-K.
/s/ Coopers & Lybrand L.L.P.
COOPERS & LYBRAND L.L.P.
Birmingham, Alabama
December 9, 1997
Page 24
