UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 10-Q
Quarterly Report Pursuant to Section 13 or 15(d) of the Securities Exchange
Act of 1934
For the Quarterly Period Ended: September Commission File Number: 0-20707
30, 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)
Indicate by check mark whether the Registrant (1) has filed all reports
required to be filed by Section 13 or 15(d) of the Securities Exchange Act of
1934 during the preceding 12 months (or for such shorter period that the
registrant was required to file such reports) and (2) has been subject to such
filing requirements for the past 90 days. YES X NO ___
<PAGE>
COLONIAL REALTY LIMITED PARTNERSHIP
INDEX TO FORM 10-Q
Page
PART I: FINANCIAL INFORMATION
Item 1. Financial Statements (Unaudited)
Consolidated Condensed Balance Sheets as of
September 30, 1997 and December 31, 1996 3
Consolidated Condensed Statements of Income for the
Three Months and for the Nine Months Ended September 30, 4
1997 and 1996
Consolidated Condensed Statements of Cash Flows
for the Nine Months Ended September 30, 1997 and 1996 5
Notes to Consolidated Condensed Financial Statements 6
Report of Independent Accountants 9
Item 2. Management's Discussion and Analysis of Financial 10
Condition and Results of Operations
PART II: OTHER INFORMATION
Item 2. Changes in Securities 13
Item 6. Exhibits and Reports on Form 8-K 14
SIGNATURES 15
EXHIBITS 16
Page 2
<PAGE>
<TABLE>
COLONIAL REALTY LIMITED PARTNERSHIP
CONSOLIDATED CONDENSED BALANCE SHEETS
(in thousands)
--------------------
<CAPTION>
September 30, 1997
(Unaudited) December 31, 1996
------------------- -------------------
ASSETS
<S> <C> <C>
Land, buildings, and equipment, net $ 1,085,173 $ 801,798
Undeveloped land and construction in progress 93,753 113,689
Cash and equivalents 3,253 3,340
Restricted cash 2,831 2,450
Accounts receivable, net 5,320 4,779
Prepaid expenses 2,909 4,468
Notes receivable 595 584
Deferred debt and lease costs, net 7,141 6,288
Investments 4,946 5,028
Other assets 5,304 5,523
--------------- -----------------
$ 1,211,225 $ 947,947
=============== =================
LIABILITIES AND PARTNERS' CAPITAL
Notes and mortgages payable $ 666,617 $ 506,435
Accounts payable 5,266 17,424
Accrued interest 6,422 5,465
Accrued expenses 11,195 1,585
Tenant deposits 3,739 2,926
Unearned rent 1,467 924
--------------- -----------------
Total liabilities 694,706 534,759
--------------- -----------------
Minority interest in consolidated operating property 3,248 0
--------------- -----------------
Redeemable units, at redemption value 273,136 256,098
--------------- -----------------
Partners' capital, excluding redeemable units 240,135 157,090
--------------- -----------------
$ 1,211,225 $ 947,947
=============== =================
<FN>
The accompanying notes are an integral part of these financial statements.
</FN>
</TABLE>
Page 3
<PAGE>
<TABLE>
COLONIAL REALTY LIMITED PARTNERSHIP
CONSOLIDATED CONDENSED STATEMENTS OF INCOME
(Unaudited)
(in thousands, except per share data)
---------------------
<CAPTION>
Three Months Ended Nine Months Ended
September 30, September 30,
------------------------------------- ----------------------------
1997 1996 1997 1996
------------------------------------- ----------------------------
Revenue:
<S> <C> <C> <C> <C>
Base rent $ 40,150 $ 30,015 $ 109,910 $ 83,522
Percentage rent 214 310 906 969
Tenant recoveries 4,386 2,907 11,592 7,472
Other 2,729 1,600 7,064 4,300
------------------ ------------ -------------- -------------
Total revenue 47,479 34,832 129,472 96,263
------------------ ------------ -------------- -------------
Property operating expenses:
General operating expenses 3,393 2,558 9,010 7,100
Salaries and benefits 2,781 2,321 7,468 6,449
Repairs and maintenance 5,180 3,630 13,204 9,777
Taxes, licenses, and insurance 4,055 2,840 11,489 8,374
General and administrative 1,508 1,033 4,272 2,598
Depreciation 8,372 5,790 22,426 15,792
Amortization 162 251 888 1,241
------------------ ------------ -------------- -------------
Total operating expenses 25,451 18,423 68,757 51,331
------------------ ------------ -------------- -------------
Income from operations 22,028 16,409 60,715 44,932
------------------ ------------ -------------- -------------
Other income (expense):
Interest expense (10,934) (6,383) (28,796) (16,614)
Income from equity investments 196 137 556 456
Gains (losses) from sales of property -0- -0- (1) 15
Minority interest in consolidated operating property (64) -0- (179) -0-
------------------ ------------ -------------- -------------
Total other expense (10,802) (6,246) (28,420) (16,143)
------------------ ------------ -------------- -------------
Income before extraordinary item 11,226 10,163 32,295 28,789
Extraordinary loss from early extinguishment of debt (2,927) (9) (3,408) (488)
------------------ ------------ -------------- -------------
Net income $ 8,299 $ 10,154 $ 28,887 $ 28,301
================== ============ ============== =============
Net income per unit $ 0.28 $ 0.39 $ 1.03 $ 1.11
================== ============ ============== =============
Weighted average units outstanding 29,327 26,080 28,062 25,576
================== ============ ============== =============
<FN>
The accompanying notes are an integral part of these financial statements.
</FN>
</TABLE>
Page 4
<PAGE>
<TABLE>
COLONIAL REALTY LIMITED PARTNERSHIP
CONSOLIDATED CONDENSED STATEMENTS OF CASH FLOWS
(Unaudited)
(in thousands)
-------------------
<CAPTION>
Nine Months Ended
September 30,
-------------------------------
1997 1996
-------------- --------------
Cash flows from operating activities:
<S> <C> <C>
Net income $ 28,887 $ 28,301
Adjustments to reconcile net income to net cash provided by operating
activities:
Depreciation and amortization 23,314 17,033
Income from equity investments (556) (456)
Minority interest in income of property partnership 179 -0-
Other 3,807 4
Decrease (increase) in:
Restricted cash (381) (394)
Accounts receivable (585) (331)
Notes receivable (11) (17)
Prepaid expenses 963 (1,420)
Other assets (69) (1,257)
Increase (decrease) in:
Accounts payable (12,158) 72
Accrued interest 957 8,542
Accrued expenses and other 5,522 83
------------- -----------
Net cash provided by operating activities 49,869 50,160
------------- -----------
Cash flows from investing activities:
Acquisition of properties (113,400) (90,054)
Development expenditures (68,450) (68,015)
Tenant improvements (1,289) (556)
Capital expenditures (8,052) (4,490)
Proceeds from sales of property -0- 6
Distributions from subsidiaries 778 738
Capital contributions to subsidiaries (272) (14)
------------- -----------
Net cash used in investing activities (190,685) (162,385)
------------- -----------
Cash flows from financing activities:
Cash contributions 94,651 106,976
Principal reductions of debt (101,589) (37,561)
Proceeds from additional borrowings 175,246 130,040
Net change in revolving credit balances 21,211 (44,994)
Capital distributions (44,083) (38,804)
Payment of mortgage financing cost (1,299) (2,587)
Other, net (3,408) -0-
------------- -----------
Net cash provided by financing activities 140,729 113,070
------------- -----------
Increase (decrease) in cash and equivalents (87) 845
Cash and equivalents, beginning of period 3,340 1,585
------------- -----------
Cash and equivalents, end of period $ 3,253 $ 2,430
============= ===========
<FN>
The accompanying notes are an integral part of these financial statements.
</FN>
</TABLE>
Page 5
<PAGE>
COLONIAL REALTY LIMITED PARTNERSHIP
NOTES TO CONSOLIDATED
CONDENSED FINANCIAL STATEMENTS
September 30, 1997
(Unaudited)
Note 1 -- Basis of Presentation
Colonial Realty Limited Partnership ("CRLP") is the operating partnership
of Colonial Properties Trust (the "Company"), an Alabama real estate investment
trust whose shares are traded on the New York Stock Exchange. The accompanying
unaudited consolidated condensed financial statements of CRLP have been prepared
by management in accordance with generally accepted accounting principles for
interim financial reporting and in conjunction with the rules and regulations of
the Securities and Exchange Commission. In the opinion of management, all
adjustments considered necessary for a fair presentation have been included.
These financial statements should be read in conjunction with the information
included in CRLP's Financial Statements as filed with the Securities and
Exchange Commission on Form 10-K for the year ended December 31, 1996, and with
the information filed with the Securities and Exchange Commission on Form 10-Q
for the quarters ended March 31, 1997, and June 30, 1997. The December 31, 1996
balance sheet data presented herein was derived from audited financial
statements but does not include all disclosures required by generally accepted
accounting principles.
In February 1997, the Financial Accounting Standards Board issued
Statement of Financial Accounting Standards No. 128, "Earnings Per Share" (SFAS
128). SFAS 128 supersedes existing generally accepted accounting principles
relative to the calculation of earnings per share (unit), is effective for years
ending after December 15, 1997, and requires restatement of all prior period
earnings per share (unit) information upon adoption. Generally, SFAS 128
requires a calculation of basic earnings per share (unit), which takes into
consideration income (loss) available to common shareholders (unitholders) and
the weighted average of common shares (units) outstanding. SFAS 128 also
requires the calculation of a diluted earnings per share (unit), which takes
into account the impact of all additional common shares (units) that would have
been outstanding if all dilutive potential common shares (units) relating to
options, warrants, and convertible securities had been issued, as long as their
effect is dilutive, with a related adjustment of income available for common
shareholders (unitholders), as appropriate. SFAS 128 requires dual presentation
of basic and diluted earnings per share (unit) on the face of the statement of
operations and requires a reconciliation of the numerator and denominator of the
basic earnings per share (unit) computation. CRLP does not expect the effect of
its adoption of SFAS 128 to be material to the financial statements.
In June 1997, the FASB issued SFAS No. 130, Reporting Comprehensive
Income, which requires the reporting and display of comprehensive income and its
components in an entity's financial statements, and SFAS No. 131, Disclosures
about Segments of an Enterprise and Related Information, which specifies revised
guidelines for determining an entity's operating segments and the type and level
of financial information to be included. CRLP is required to adopt these
statements in fiscal year 1998. The impact of these pronouncements on CRLP is
currently being evaluated.
Page 6
<PAGE>
Note 2 -- Acquisitions
On July 11, 1997, CRLP acquired a multifamily community in Athens,
Georgia. The property was acquired for a purchase price of $12.9 million which
was financed through the issuance of 27,275 limited partnership units valued at
$.8 million and an advance on CRLP's unsecured line of credit. The community was
purchased from a corporation whose shareholders included two directors of
Colonial Properties Holding Company, Inc..
On July 14, 1997, CRLP acquired a multifamily community in Pensacola,
Florida. The property was acquired for a purchase price of $10.6 million which
was financed through the issuance of 35,522 limited partnership units valued at
$1.0 million and an advance on CRLP's unsecured line of credit.
On July 31, 1997, CRLP merged a portion of the assets of Johnson
Development Company, LLC, which included six existing office buildings in the
Mansell Office Park in Atlanta, Georgia. The total transaction, which was valued
at $48.5 million, was funded through the issuance of 540,235 limited partnership
units, valued at $15.7 million, the assumption of mortgage debt totaling $31.7
million which bears interest at a weighted average rate of 8.42%, and an advance
on CRLP's unsecured line of credit. As a result of this transaction, the seller,
William M. Johnson, was elected as a director of Colonial Properties Holding
Company, Inc.. In connection with this acquisition, CRLP also agreed to acquire
an additional office property consisting of 163,000 square feet of net rentable
area and two retail properties containing a total of 46,000 square feet of gross
leasable area. The purchase price of the additional properties, which are
located in or near the Mansell Office Park, is expected to be approximately
$27.3 million (subject to increase if certain lease-up conditions are
satisfied), which will be paid through the issuance of limited partnership
units, the assumption of debt and an advance on CRLP's unsecured line of credit.
CRLP expects to acquire the additional properties by the end of the second
quarter of 1998.
On August 29, 1997, CRLP acquired a multifamily community in Jackson,
Mississippi. The property was acquired for a purchase price of $17.9 million
which was financed through the assumption of mortgage debt totaling $11.0
million which bears interest at a weighted average rate of 8.09%, and an advance
on CRLP's unsecured line of credit.
On October 14, 1997, CRLP acquired a community shopping center in
Jacksonville, Florida. The property was acquired for a purchase price of $14.4
million which 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 $700,000 pursuant
to this provision.
On October 31, 1997, CRLP acquired a multifamily community in Greenville,
South Carolina. The property was acquired for a purchase price of $21.3 million
which was financed through an advance on CRLP's unsecured line of credit.
On November 4, 1997, CRLP acquired three regional shopping malls in
Brunswick, Gainesville, and Valdosta, Georgia, for a purchase price of $97.0
million. CRLP funded the acquisitions through the exchange of four multifamily
properties in Alabama with an exchange value of $54.8 million and an advance on
CRLP's unsecured line of credit.
Note 3 -- Increase in Revolving Credit Agreement
On July 10, 1997, CRLP increased the borrowing capacity under its
unsecured line of credit from $125 million to $200 million. The credit facility,
which is used by CRLP primarily to finance additional property investments,
bears interest at a rate ranging between 100 and 150 basis points above LIBOR.
The credit facility is renewable annually in July with approval of all parties
involved and provides for a two-year amortization in the event of non-renewal.
Page 7
<PAGE>
Note 4 -- Public Offerings of Securities
On July 25, 1997, CRLP completed a $75 million public offering of
unsecured medium term notes. The securities, which mature in July 2004, bear a
coupon rate of 6.96%, which equated to a spread of 75 basis points over the
seven-year Treasury. CRLP used the net proceeds of the offering to repay a
portion of the outstanding balance on its unsecured line of credit.
On July 30, 1997, the Company completed a public offering of 1.7 million
of its common shares at $30.9375 per share. The net proceeds to the Company,
after the underwriter's discount and minimal offering expenses, were
approximately $49.7 million. The net proceeds of the offering were contributed
to CRLP. CRLP used the net proceeds of the offering to repay a portion of the
outstanding balance on its unsecured line of credit.
On August 6, 1997, CRLP completed a $25 million public offering of
unsecured medium term notes. The securities, which mature in August 2005, bear a
coupon rate of 6.96%, which equated to a spread of 80 basis points over the
eight-year Treasury. CRLP used the net proceeds to repay a portion of the
outstanding balance on its unsecured line of credit.
On September 26, 1997, CRLP completed a $25 million public offering of
unsecured medium term notes. The securities, which mature in September 2005,
bear a coupon rate of 6.98%, which equated to a spread of 85 basis points over
the eight-year Treasury. CRLP used the net proceeds to repay a portion of the
outstanding balance on its unsecured line of credit.
On November 6, 1997, the Company completed a public offering of 5.0
million shares of its Series A Cumulative Redeemable Preferred Shares at $25.00
per share. The net proceeds to the Company, after the underwriter's discount and
minimal offering expenses, were approximately $121.0 million. The net proceeds
of the offering were contributed to CRLP. CRLP used the net proceeds of the
offering to repay a portion of the outstanding balance on its unsecured line of
credit. The offering's underwriters have a 30-day option to purchase an
additional 750,000 preferred shares to cover over allotments.
Note 5 -- Distribution
On October 23, 1997, a cash distribution was declared to partners of CRLP
in the amount of $0.52 per unit, totaling $15.5 million. The distribution was
made to partners of record as of November 3, 1997, and was paid on November 10,
1997.
Page 8
<PAGE>
REPORT OF INDEPENDENT ACCOUNTANTS
To the Board of Directors
Colonial Properties Holding Company, Inc.:
We have reviewed the accompanying consolidated condensed balance sheet of
Colonial Realty Limited Partnership (the "Partnership") as of September 30,
1997, and the related consolidated condensed statements of income for the
three-month and nine-month periods ended September 30, 1997 and 1996, and the
consolidated condensed statements of cash flows for the nine-month periods ended
September 30, 1997 and 1996. These financial statements are the responsibility
of the Partnership's management.
We conducted our review in accordance with standards established by the American
Institute of Certified Public Accountants. A review of interim financial
information consists principally of applying analytical procedures to financial
data and making inquiries of persons responsible for financial and accounting
matters. It is substantially less in scope than an audit conducted in accordance
with generally accepted auditing standards, the objective of which is the
expression of an opinion regarding the financial statements taken as a whole.
Accordingly, we do not express such an opinion.
Based on our review, we are not aware of any material modifications that should
be made to the accompanying condensed consolidated financial statements for them
to be in conformity with generally accepted accounting principles.
We have previously audited, in accordance with generally accepted auditing
standards, the consolidated balance sheet as of December 31, 1996, and the
related consolidated statements of operations, partners' capital, and cash flows
for the year then ended (not presented herein); and in our report dated January
24, 1997, we expressed an unqualified opinion on those consolidated financial
statements. In our opinion, the information set forth in the accompanying
consolidated condensed balance sheet as of December 31, 1996, is fairly stated
in all material respects in relation to the consolidated balance sheet from
which it has been derived.
/s/ Coopers & Lybrand L.L.P.
COOPERS & LYBRAND L.L.P.
Birmingham, Alabama
October 20, 1997
Page 9
<PAGE>
COLONIAL REALTY LIMITED PARTNERSHIP
Item 2. Management's Discussion and Analysis of Financial Condition and
Results of Operations
General
The following discussion should be read in conjunction with management's
discussion and analysis of financial condition and results of operations and all
of the other information appearing in the Partnership's 1996 Financial
Statements as filed with the Securities and Exchange Commission on Form 10-K and
with the financial statements included therein and the notes thereto.
Results of Operations -- Three Months Ended September 30, 1997 and 1996 Revenue
-- Total revenue increased by $12,647,000, or 36.6%, for the
third quarter of 1997 when compared to the third quarter of 1996. Of this
increase, $11,021,000 represents revenues generated by properties acquired or
developed during 1996 and 1997. The $1,626,000 remainder of the increase
primarily represents an increase in rents charged to tenants.
Operating Expenses -- Total operating expenses increased by $7,028,000, or
38.1%, for the third quarter of 1997 when compared to the third quarter of 1996.
Of this increase, $5,439,000 represents operating expenses of the properties
acquired or developed during 1996 and 1997. Operating expenses also increased
$232,000 due to the accrual of additional salaries in 1997 and the amortization
of additional deferred compensation on restricted shares. The remainder of the
increase in operating expenses is due to an overall increase in corporate
overhead and personnel costs.
Other Income and Expense -- Interest expense increased by $4,551,000, or
71.3%, for the third quarter of 1997 when compared to the third quarter of 1996.
Interest expense increased $4,467,000 due to the increase in indebtedness which
was incurred to finance acquisition and development activity, net of
indebtedness which was repaid through a portion of the proceeds of CRLP's
issuance of limited partnership units in January and July 1997, and net of
interest expense of two properties exchanged in two of the acquisitions in 1997
in which the purchasers assumed the existing mortgages on those properties.
Interest expense decreased by $295,000 due to the capitalization of $1,466,000
in interest on construction expenditures during the third quarter of 1997
compared to $1,171,000 capitalized during the third quarter of 1996.
Results of Operations -- Nine Months Ended September 30, 1997 and 1996 Revenue
-- Total revenue increased by $33,209,000, or 34.5%, for the
nine months ended September 30, 1997 when compared to the nine months ended
September 30, 1996. Of this increase, $28,028,000 represents revenues generated
by properties acquired or developed during 1996 and 1997. The $5,181,000
remainder of the increase in revenues when comparing the first nine months of
1997 to the first nine months of 1996 primarily represents an increase in rents
charged to tenants.
Page 10
<PAGE>
Operating Expenses -- Total operating expenses increased by $17,426,000,
or 33.9%, for the nine months ended September 30, 1997 when compared to the nine
months ended September 30, 1996. Of this increase, $13,672,000 represents
operating expenses of the properties acquired or developed during 1996 and 1997.
Operating expenses also increased by $480,000 due to the resolution of prior
reserves for certain state tax contingencies in the amount of $750,000 in the
first nine months of 1996 and only $270,000 in the first nine months of 1997.
Operating expenses also increased $238,000 due to the accrual of additional
salaries in 1997 and the recognition of additional deferred compensation on
restricted shares. The remainder of the increase in operating expenses is due to
an overall increase in corporate overhead and personnel costs.
Other Income and Expense -- Interest expense increased by $12,182,000, or
73.3%, for the nine months ended September 30, 1997 when compared to the nine
months ended September 30, 1996. Interest expense increased $13,889,000 due to
the increase in indebtedness which was incurred to finance acquisition and
development activity, net of indebtedness which was repaid through a portion of
the proceeds of CRLP's issuance of limited partnership units in January and July
1997, and net of interest expense of two properties exchanged in two of the
acquisitions in 1997 in which the purchasers assumed the existing mortgages on
those properties. Interest expense decreased by $1,282,000 due to the
capitalization of $3,871,000 in interest on construction expenditures during the
first nine months of 1997 compared to $2,589,000 capitalized during the first
nine months of 1996.
Liquidity and Capital Resources
As of September 30, 1997, CRLP had one bank line of credit with a balance
outstanding of $70.0 million. The line of credit provides for total borrowings
of up to $200 million. The line, which is used by CRLP primarily to finance
property acquisitions and development, bears interest at a rate ranging between
LIBOR plus 100 to LIBOR plus 150 basis points and expires in July 1998.
On July 25, 1997, CRLP completed a $75 million public offering of
unsecured medium term notes. The securities mature in July 2004 and bear a
coupon rate of 6.96%. CRLP used the net proceeds of the offering to repay a
portion of the outstanding balance on its unsecured line of credit.
On July 30, 1997, the Colonial Properties Trust (the "Company") completed
an offering of 1.7 million shares of its common shares at $30.9375 per share.
The net proceeds to the Company, after the underwriter's discount and minimal
offering expenses, were approximately $49.7 million. The net proceeds of the
offering were contributed to CRLP. CRLP used the net proceeds of the offering to
repay a portion of the outstanding balance on its unsecured line of credit.
On August 6, 1997, CRLP completed a $25 million public offering of
unsecured medium term notes. The securities mature in August 2005 and bear a
coupon rate of 6.96%. CRLP used the net proceeds to repay a portion of the
outstanding balance on its unsecured line of credit.
On September 26, 1997, CRLP completed a $25 million public offering of
unsecured medium term notes. The securities mature in September 2005 and bear a
coupon rate of 6.98%. CRLP used the net proceeds to repay a portion of the
outstanding balance on its unsecured line of credit.
On November 6, 1997, the Company completed a public offering of 5.0
million shares of its Series A Cumulative Redeemable Preferred Shares at $25.00
per share. The net proceeds to the Company, after the underwriter's discount and
minimal offering expenses, were approximately $121.0 million. The net proceeds
of the offering were contributed to CRLP. CRLP used the net proceeds of the
offering to repay a portion of the outstanding balance on its unsecured line of
credit. The offering's underwriters have a 30-day option to purchase an
additional 750,000 preferred shares to cover over allotments.
Page 11
<PAGE>
Management intends to replace significant borrowings that may accumulate
under the bank line of credit with funds generated from the sale of additional
limited partnership units to Colonial Properties Holding Company, Inc. in
connection with public offerings of securities by the Company, and/or permanent
financing, as market conditions permit. Management believes that these potential
sources of funds, along with the possibility of issuing limited partnership
units in exchange for properties, will provide CRLP with the means to finance
additional acquisitions. Management anticipates that its net cash provided by
operations and its existing cash balances will provide the necessary funds on a
short- and long-term basis to cover its operating expenses, interest expense on
outstanding indebtedness, recurring capital expenditures, distributions to
unitholders, and dividends to shareholders in accordance with Internal Revenue
Code requirements applicable to real estate investment trusts.
Page 12
<PAGE>
COLONIAL PROPERTIES TRUST
PART II -- OTHER INFORMATION
Item 2. Changes in Securities.
The Company from time to time issues common shares of beneficial interest
("Common Shares") pursuant to its Dividend Reinvestment and Share Purchase Plan,
its Non-Employee Trustee Share Option Plan, its Non-Employee Trustee Share Plan,
its Employee Share Option and Restricted Share Plan, and its Employee Share
Purchase Plan, in transactions that are registered under the Securities Act of
1933, as amended (the "Act"). Pursuant to CRLP's Second Amended and Restated
Agreement of Limited Partnership, each time the Company issues Common Shares
pursuant to the foregoing plans, CRLP issues to Colonial Properties Holding
Company, Inc., its general partner, an equal number of limited partnership units
("Units") for the same price at which the Common Shares were sold, in
transactions that are not registered under the Act in reliance on Section 4(2)
of the Act. During the quarter ended September 30, 1997, CRLP issued 24,226
Units in such transactions for an aggregate of $0.7 million.
On July 1, 1997, CRLP issued 27,275 Units to Colonial Commercial
Investments, Inc. in exchange for its interests in a multifamily property
acquired by CRLP (see Note 2 to the Notes to Consolidated Condensed Financial
Statements). The Units were valued at an aggregate of $.8 million for purposes
of the transaction.
On July 1, 1997, CRLP issued 35,522 Units to Brent J. Mitchell, Robert M.
Weber, Richard C. Mitchell, Melinda M. Wertheim, Joy M. Grodnick, and Lisa M.
Bukstein in exchange for their interests in a multifamily property acquired by
CRLP (see Note 2 to the Notes to Consolidated Condensed Financial Statements).
The Units were valued at an aggregate of $1.0 million for purposes of the
transaction.
On July 31, 1997, CRLP issued 534,832 and 5,403 Units to William M.
Johnson and Phyllis B. Johnson, respectively, in exchange for their interests in
an office property acquired by CRLP (see Note 2 to the Notes to Consolidated
Condensed Financial Statements). The Units were valued at an aggregate of $15.7
million for purposes of the transaction.
On August 20, 1997, CRLP issued 5,411 and 5,411 Units to Thomas H. Lowder
and James K. Lowder, respectively, in exchange for their interests in
undeveloped land acquired by CRLP. The Units were valued at an aggregate of $.3
million for purposes of the transaction.
Page 13
<PAGE>
Item 6. Exhibits and Reports on Form 8-K.
(a) Exhibits
12.
Ratio of Earnings to Fixed Charges
15.
Letter re: Unaudited Interim Financial Information
(b) Reports on Form 8-K
The following reports on Form 8-K have been filed during the quarter
ended September 30, 1997:
Form 8-K dated July 21, 1997, reported certain property
acquisitions during 1997 up to July 21, 1997, under Item 5, "Other
Events."
Form 8-K dated September 17, 1997, reported certain property
acquisitions during 1997 since July 21, 1997, under Item 5, "Other
Events."
Page 14
<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 PROPERTIES TRUST
Date: November 11, 1997 /s/ Howard B. Nelson, Jr.
Howard B. Nelson, Jr.
Chief Financial Officer
(Duly Authorized Officer
and Principal Financial Officer)
Date: November 11, 1997 /s/ Kenneth E. Howell
Kenneth E. Howell
Vice President, Controller,
and Assistant Secretary
(Principal Accounting Officer)
Page 15
<PAGE>
COLONIAL REALTY LIMITED PARTNERSHIP
EXHIBIT 12 - Ratio of Earnings to Fixed Charges
CRLP's ratio of earnings to fixed charges for the three months ended
September 30, 1997 and 1996, was 1.88 and 2.32, respectively. CRLP's ratio of
earnings to fixed charges for the nine months ended September 30, 1997 and 1996,
was 1.97 and 2.45, respectively.
The ratios of earnings to fixed charges were computed by dividing earnings
by fixed charges. For this purpose, earnings consist of income (loss) before
gains from sales of property and extraordinary items plus fixed charges. Fixed
charges consist of interest expense (including interest costs capitalized) and
the amortization of debt issuance costs.
Page 16
<PAGE>
Securities and Exchange Commission
450 Fifth Street, N. W.
Washington, D. C. 20549
Re: Colonial Realty Limited Partnership
(File No. 0-20707)
Registration on Form S-3
We are aware that our report dated October 20, 1997 on our review of interim
financial information of Colonial Realty Limited Partnership as of September 30,
1997 and for the three-month and nine-month periods ended September 30, 1997 and
1996 and included in the Partnership's quarterly report on Form 10-Q for the
quarters then ended, is incorporated by reference in the registration statement
on Form S-3 related to the Shelf Registration filed on October 25, 1996.
Pursuant to Rule 436(c) under the Securities Act of 1933, this report should not
be considered a part of the registration statement prepared or certified by us
within the meaning of Sections 7 and 11 of that Act.
/s/ Coopers & Lybrand L.L.P.
COOPERS & LYBRAND L.L.P.
Birmingham, Alabama
November 11, 1997
Page 17
<TABLE> <S> <C>
<ARTICLE> 5
<MULTIPLIER> 1,000
<S> <C>
<PERIOD-TYPE> 9-MOS
<FISCAL-YEAR-END> DEC-31-1997
<PERIOD-END> SEP-30-1997
<CASH> 3,253
<SECURITIES> 0
<RECEIVABLES> 5,320
<ALLOWANCES> 0
<INVENTORY> 0
<CURRENT-ASSETS> 0
<PP&E> 1,085,173
<DEPRECIATION> 0
<TOTAL-ASSETS> 1,211,225
<CURRENT-LIABILITIES> 0
<BONDS> 666,617
0
0
<COMMON> 0
<OTHER-SE> 513,271
<TOTAL-LIABILITY-AND-EQUITY> 1,211,225
<SALES> 122,408
<TOTAL-REVENUES> 129,472
<CGS> 68,757
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<OTHER-EXPENSES> (376)
<LOSS-PROVISION> 0
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<INCOME-PRETAX> 32,295
<INCOME-TAX> 0
<INCOME-CONTINUING> 32,295
<DISCONTINUED> 0
<EXTRAORDINARY> (3,408)
<CHANGES> 0
<NET-INCOME> 28,887
<EPS-PRIMARY> 1.03
<EPS-DILUTED> 1.03
</TABLE>
