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: March 31, Commission File Number: 0-20707
1998
COLONIAL REALTY LIMITED PARTNERSHIP
(Exact name of registrant as specified in its charter)
Alabama 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
March 31, 1998 and December 31, 1997 3
Consolidated Condensed Statements of Income for the
Three Months Ended March 31, 1998 and 1997 4
Consolidated Condensed Statements of Cash Flows
for the Three Months Ended March 31, 1998 and 1997 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 and Use of Proceeds 12
Item 6. Exhibits and Reports on Form 8-K 12
SIGNATURES 13
EXHIBITS 14
Page 2
<PAGE>
<TABLE>
COLONIAL REALTY LIMITED PARTNERSHIP
CONSOLIDATED CONDENSED BALANCE SHEETS
(in thousands)
--------------------
<CAPTION>
March 31, 1998
(Unaudited) December 31, 1997
----------- -----------
ASSETS
<S> <C> <C>
Land, buildings, & equipment, net .............. $ 1,337,028 $ 1,268,430
Undeveloped land and construction in progress .. 64,117 98,555
Cash and equivalents ........................... 3,143 4,534
Restricted cash ................................ 2,678 2,665
Accounts receivable, net ....................... 7,012 7,174
Prepaid expenses ............................... 2,886 3,038
Notes receivable ............................... 542 575
Deferred debt and lease costs, net ............. 6,942 7,031
Investment in unconsolidated subsidiaries ...... (32) (28)
Other assets ................................... 5,052 4,686
----------- -----------
$ 1,429,368 $ 1,396,660
=========== ===========
LIABILITIES AND PARTNERS' CAPITAL
Notes and mortgages payable .................... $ 695,034 $ 702,044
Accounts payable ............................... 3,825 14,233
Accrued interest ............................... 7,949 6,526
Accrued expenses ............................... 6,001 2,700
Tenant deposits ................................ 3,877 3,715
Unearned rent .................................. 2,822 2,253
----------- -----------
Total liabilities .......................... 719,508 731,471
----------- -----------
Redeemable units, at redemption value .......... 319,456 299,492
----------- -----------
Partners' capital, excluding redeemable units .. 390,404 365,697
----------- -----------
$ 1,429,368 $ 1,396,660
=========== ===========
<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 unit data)
---------------------
<CAPTION>
Three Months Ended
March 31,
--------------------
1998 1997
--------------------
Revenue:
<S> <C> <C>
Minimum rent ........................................ $ 47,183 $ 33,660
Percentage rent ..................................... 778 322
Tenant recoveries ................................... 7,281 3,420
Other ............................................... 3,068 1,768
-------- --------
Total revenue ................................... 58,310 39,170
-------- --------
Property operating expenses:
General operating expenses .......................... 4,310 2,668
Salaries and benefits ............................... 2,869 2,274
Repairs and maintenance ............................. 5,746 3,580
Taxes, licenses, and insurance ...................... 4,854 3,618
General and administrative .............................. 2,554 1,213
Depreciation ............................................ 10,161 6,669
Amortization ............................................ 337 354
-------- --------
Total operating expenses ........................ 30,831 20,376
-------- --------
Income from operations .......................... 27,479 18,794
-------- --------
Other income (expense):
Interest expense .................................... (12,579) (8,488)
Income from unconsolidated subsidiaries ............. 9 190
Losses from sales of property ....................... (32) (1)
Minority interest in consolidated operating property -0- (56)
-------- --------
Total other expense ............................. (12,602) (8,355)
-------- --------
Income before extraordinary items ............... 14,877 10,439
Extraordinary loss from early extinguishment of debt .... (395) (384)
-------- --------
Net income ...................................... $ 14,482 $ 10,055
Distributions to preferred unitholders .................. (2,734) -0-
-------- --------
Net income available to common unitholders ...... $ 11,748 $ 10,055
======== ========
Net income per common unit - basic and diluted .......... $ 0.37 $ 0.37
======== ========
Weighted average units outstanding ...................... 31,440 27,112
======== ========
<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>
Three Months Ended
March 31,
--------------------
1998 1997
--------------------
Cash flows from operating activities:
<S> <C> <C>
Net income ...........................................$ 14,482 $ 10,055
Adjustments to reconcile net income to net cash provided
by operating activities:
Depreciation and amortization ..................... 10,498 7,023
Income from unconsolidated partnerships ........... (9) (190)
Minority interest in income of property partnership -0- 56
Other ............................................. 460 543
Decrease (increase) in:
Restricted cash ................................... (13) (118)
Accounts and notes receivable ..................... 133 (253)
Prepaid expenses .................................. 161 581
Other assets ...................................... (584) 142
Increase (decrease) in:
Accounts payable .................................. (10,408) (1,030)
Accrued interest .................................. 1,423 (519)
Accrued expenses and other ........................ 3,674 (793)
-------- --------
Net cash provided by operating activities ...... 19,817 15,497
-------- --------
Cash flows from investing activities:
Acquisition of properties ............................. (24,879) (19,393)
Development expenditures .............................. (9,455) (31,991)
Tenant improvements ................................... (672) (471)
Capital expenditures .................................. (1,320) (1,147)
Distributions from partnerships ....................... 35 253
Capital contributions to partnerships ................. (22) (121)
-------- --------
Net cash used in investing activities .......... (36,313) (52,870)
-------- --------
Cash flows from financing activities:
Principal reductions of debt .......................... (11,303) (24,789)
Proceeds from additional borrowings ................... -0- 50,000
Net change in revolving credit balances ............... (1,438) (17,306)
Cash contributions .................................... 47,947 43,919
Capital distributions ................................. (19,676) (14,322)
Payment of mortgage financing cost .................... (30) (803)
Other, net ............................................ (395) (384)
-------- --------
Net cash provided by financing activities ...... 15,105 36,315
-------- --------
Increase (decrease) in cash and equivalents .... (1,391) (1,058)
Cash and equivalents, beginning of period ................. 4,534 3,340
-------- --------
Cash and equivalents, end of period .......................$ 3,143 $ 2,282
======== ========
<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
March 31, 1998
(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, 1997. The
December 31, 1997 balance sheet data presented herein was derived from audited
financial statements but does not include all disclosures required by generally
accepted accounting principles.
In June 1997, the Financial Accounting Standards Board issued Statement of
Financial Accounting Standards No. 131, Disclosures about Segments of an
Enterprise and Related Information (SFAS 131), which is effective for years
beginning after December 15, 1997. SFAS 131 establishes standards for the way
that public enterprises report information about operating segments in annual
financial statements and requires that those enterprises report selected
information about operating segments in interim financial reports. It also
establishes standards for related disclosures about products and services,
geographic areas, and major customers. SFAS 131 is effective for financial
statements for fiscal years beginning after December 15, 1997, and therefore
CRLP will adopt the new requirements retroactively in 1998. Management is
currently considering the disclosure impact of the adoption of SFAS 131.
Note 2 -- Acquisitions
Perimeter Corporate Park--On January 9, 1998, CRLP acquired Perimeter
Corporate Park, an office park comprised of two multi-tenant buildings in
Huntsville, Alabama totaling 233,000 square feet of leasable area. Major
tenants include Mevatec, Schafer Corporation, Computer Systems Technology, EER
Systems Corporation, and Silicon Graphics. The purchase price of $19.5 million
was funded by the assumption of $5.7 million of debt and an advance on CRLP's
unsecured line of credit.
Independence Plaza--On January 15, 1998, CRLP acquired Independence Plaza,
a 106,000 square foot office building in Birmingham, Alabama, for a purchase
price of $7.5 million. Major tenants include AmSouth Bank, the Cooney, Rikard &
Curtain insurance firm and Wall Street Deli (executive offices). The entire
purchase price was funded through an advance on CRLP's unsecured line of
credit.
Lakewood Plaza--On January 12, 1998, CRLP completed its acquisition of
Lakewood Plaza, a 195,000 square foot community shopping center in
Jacksonville, Florida, by issuing 12,453 limited partnership units. The total
value of $356,000 was determined pursuant to an agreement entered into at the
time of acquisition in October 1997.
Page 6
<PAGE>
Yadkin Plaza--On January 20, 1998, CRLP acquired the Lowe's Foods at
Yadkin Plaza, a community shopping center in Yadkinville, North Carolina, which
CRLP acquired in November 1997. CRLP acquired the Lowe's Foods at a purchase
price of $3.1 million, which was financed through the issuance of 52,972
limited partnership units, valued at $1.6 million, and an advance on CRLP's
unsecured line of credit.
Note 3 -- Distribution
On April 23, 1998, a cash distribution was declared to partners of CRLP in
the amount of $0.55 per unit, totaling $19.7 million. The distribution was
declared to partners of record as of May 4, 1998, and will be paid on May 11,
1998.
Note 4 -- Cash Contributions
During the first quarter of 1998 the Company completed three public
offerings of common shares totaling 1,563,038 shares. Subsequent to quarter-end,
in April 1998, the Company completed one additional public offering of 3,000,000
common shares. In connection with these offerings, CRLP issued a like amount of
common units to the Company (through Colonial Properties Holding Company, Inc.)
in exchange for the Company's proceeds from these offerings. The proceeds of the
offerings were used to fund acquisition and development expenditures, repay
balances outstanding on the Company's revolving credit agreement, repay certain
notes and mortgages payable, and for general corporate purposes. Details
relating to these equity offerings are as follows: <TABLE>
(in thousands)
----------------------------
Type of Number of Price Gross Offering Net
Date Offering Shares Per Share Costs Proceeds
Proceeds
- ------------ ---------- ------------ ---------- --------- --------- --------
<S> <C> <C> <C> <C> <C> <C>
February, Common 375,540 $ 30.0000 $ 11,266 $ 627 $ 10,639
1998
March, 1998 Common 806,452 31.0000 25,000 1,389 23,611
March, 1998 Common 381,046 31.0000 11,812 656 11,156
April, 1998 Common 3,000,000 30.1250 90,375 4,780 85,595
</TABLE>
Page 7
<PAGE>
Note 5 -- Net Income Per Unit
The following table sets forth the computation of basic and diluted
earnings per unit:
<TABLE>
(Amounts in thousands,
except per unit data)
---------------------------
Three Three
Months Months
Ended Ended
March 31, March 31,
1998 1997
------------ -----------
Numerator:
<S> <C> <C>
Numerator for basic and
diluted net income per
unit - net income
available to common
unitholders $ 11,748 $ 10,055
============ ===========
Denominator:
Denominator for basic net
income per unit - weighted
average common units 31,440 27,112
Effect of dilutive
securities:
Trustee and employee stock
options 54 46
------------ -----------
Denominator for diluted
net income per unit -
adjusted weighted average
common units 31,494 27,158
============ ===========
Basic and diluted net
income per unit $ .37 $ .37
============ ===========
</TABLE>
Options to purchase 15,000 common shares at a weighted average exercise price of
$30.69 per share were outstanding during 1998 but were not included in the
computation of diluted net income per unit because the options' exercise price
was greater than the average market price of the common shares and, therefore,
the effect would be antidilutive.
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 March 31, 1998,
and the related consolidated condensed statements of income and cash flows for
the three-month periods ended March 31, 1998 and 1997. 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, 1997, and the
related consolidated statements of income, partners' capital, and cash flows for
the year then ended (not presented herein); and in our report dated January 19,
1998, except for Note 13, as to which the date is February 17, 1998, 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, 1997, 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
April 22, 1998
Page 9
<PAGE>
COLONIAL REALTY LIMITED PARTNERSHIP
Item 2. Management's Discussion and Analysis of Financial Condition and
Results of Operations
General
Colonial Realty Limited Partnership ("CRLP"), a Delaware limited
partnership, is the operating partnership of Colonial Properties Trust, an
Alabama real estate investment trust (the "Company") whose shares are listed on
the New York Stock Exchange. The Company is engaged in the ownership,
development, management, and leasing of multifamily communities, retail malls
and shopping centers, and office buildings. The Company is organized as a real
estate investment trust (REIT) and owns and operates properties in eight states
in the Sunbelt region of the United States. As of March 31, 1998, CRLP's real
estate portfolio consisted of 43 multifamily communities, 37 retail properties,
and 15 office properties.
CRLP manages its business with three separate and distinct operating
divisions: Multifamily, Retail, and Office. Each division has an Executive Vice
President that oversees growth and operations and has a separate management team
that is responsible for acquiring, developing, and leasing properties within
each division. This structure allows CRLP to utilize specialized management
personnel for each operating division. Although these divisions operate
independently from one another, constant communication among the Executive Vice
Presidents provides CRLP with synergy allowing it to take advantage of a variety
of investment opportunities.
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 CRLP's 1997 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.
Any statement contained in this report which is not a historical fact, or
which might be otherwise considered an opinion or projection concerning CRLP or
its business, whether express or implied, is meant as, and should be considered,
a forward-looking statement as that term is defined in the Private Securities
Litigation Reform Act of 1996. Forward-looking statements are based upon
assumptions and opinions concerning a variety of known and unknown risks,
including but not limited to changes in market conditions, the supply and demand
for leasable real estate, interest rates, increased competition, changes in
governmental regulations, and national and local economic conditions generally,
as well as other risks more completely described in CRLP's filings with the
Securities and Exchange Commission. If any of these assumptions or opinions
prove incorrect, any forward-looking statements made on the basis of such
assumptions or opinions may also prove materially incorrect in one or more
respects.
Results of Operations -- Three Months Ended March 31, 1998 and 1997 Revenues --
Total revenues increased by $19.1 million, or 48.9%, for the
first quarter of 1998 when compared to the first quarter of 1997. This increase
primarily represents revenues generated by properties acquired or developed
during 1998 and 1997. The remaining increase relates to increases in rental
rates at existing properties.
Page 10
<PAGE>
Operating Expenses -- Total operating expenses increased by $10.5 million,
or 51.3%, for the first quarter of 1998 when compared to the first quarter of
1997. The majority of this increase, $9.1 million, relates to additional
operating expenses associated with properties that were acquired or developed
during 1998 and 1997. The remaining increase primarily relates to increases in
operating expenses at existing properties and overall increases in corporate
overhead and personnel costs associated with CRLP's continued growth.
Other Income and Expenses -- Interest expense increased by $4.1 million,
or 48.2%, for the first quarter of 1998 when compared to the first quarter of
1997. The increase in interest expense is primarily attributable to the
assumption of acquisition-related debt, and the increased usage of CRLP's
revolving credit agreement in conjunction with the financing of acquisitions and
developments.
Liquidity and Capital Resources
During the first quarter of 1998, CRLP invested $36.1 million in its
acquisition and development of properties. CRLP financed this growth through
advances on its bank line of credit, the issuance of limited partnership units,
assumptions of debt, and cash from operations. As of March 31, 1998, CRLP had
one bank line of credit providing for total borrowings of $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 basis
points and LIBOR plus 150 basis points and expires in July 1998. The balance
outstanding on this line at March 31, 1998, was $115.6 million.
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.
CRLP is aware of the potential issues associated with the data conversion
and system upgrades necessary for its computer systems to be year 2000
compliant. CRLP currently believes that, with modifications to existing software
at the corporate level and upgrading operational systems at the property level,
the year 2000 issue will not have a material impact on the operations of CRLP.
At the current time, CRLP has not determined the cost that will ultimately be
incurred to be year 2000 compliant.
Page 11
<PAGE>
COLONIAL REALTY LIMITED PARTNERSHIP
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 March 31, 1998, CRLP issued 85,790 Units in
such transactions for an aggregate of $2.4 million.
On January 1 and January 12, 1998, CRLP issued 3,241 and 9,212 Units,
respectively, to Lakewood/Parkway Joint Venture to complete CRLP's acquisition
of a retail property acquired in October 1997 (see Note 2 to the Notes to
Consolidated Condensed Financial Statements). The Units were valued at an
aggregate of $356,000 for purposes of the transaction.
On January 20, 1998, CRLP issued 52,972 Units to Steven D. Bell, H.
Varnell Moore, Hubert Humphrey, and Robert E. Chase in exchange for their
interests in a store at a retail property originally acquired by CRLP in
November 1997 (see Note 2 to the Notes to Consolidated Condensed Financial
Statements). The Units were valued at an aggregate of $1.6 million for purposes
of the transaction.
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 report on Form 8-K has been filed during the quarter
ended March 31, 1998:
Form 8-K dated March 31, 1998, filed amendments to Financial Data
Schedules for reporting periods during 1997 and 1996 due to the
Registrant's adoption of Statement of Financial Accounting Standards
No. 128, Earnings Per Share, under Item 5, "Other
Events."
Page 12
<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: May 6, 1998 /s/ Howard B. Nelson, Jr.
-------------------------
Howard B. Nelson, Jr.
Chief Financial Officer
(Duly Authorized Officer
and Principal Financial Officer)
Date: May 6, 1998 /s/ Kenneth E. Howell
---------------------
Kenneth E. Howell
Vice President, Controller,
and Assistant Secretary
(Principal Accounting Officer)
Page 13
<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 March
31, 1998 and 1997, was 1.93 and 2.04, 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),
distributions to preferred unitholders, and the amortization of debt issuance
costs.
Page 14
<PAGE>
Securities and Exchange Commission
450 Fifth Street, N. W.
Washington, D. C. 20549
Re: Colonial Realty Limited Partnership
(File No. 0-20707)
Registrations on Form S-3
We are aware that our report dated April 22, 1998 on our review of interim
financial information of Colonial Realty Limited Partnership for the quarters
ended March 31, 1998 and 1997 and included in the Partnership's quarterly report
on Form 10-Q for the quarters then ended, is incorporated by reference in the
registration statements on Forms S-3 related to the Shelf Registrations filed on
October 25, 1996 (File No. 333-14401) and December 11, 1997 (File No.
333-42049). 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
May 6, 1998
Page 15
<TABLE> <S> <C>
<ARTICLE> 5
<MULTIPLIER> 1,000
<S> <C>
<PERIOD-TYPE> 3-MOS
<FISCAL-YEAR-END> DEC-31-1998
<PERIOD-END> MAR-31-1998
<CASH> 3,143
<SECURITIES> 0
<RECEIVABLES> 7,554
<ALLOWANCES> 0
<INVENTORY> 0
<CURRENT-ASSETS> 0
<PP&E> 1,535,558
<DEPRECIATION> 134,412
<TOTAL-ASSETS> 1,429,368
<CURRENT-LIABILITIES> 0
<BONDS> 695,034
0
0
<COMMON> 0
<OTHER-SE> 707,126
<TOTAL-LIABILITY-AND-EQUITY> 1,429,368
<SALES> 58,310
<TOTAL-REVENUES> 58,310
<CGS> 30,831
<TOTAL-COSTS> 30,831
<OTHER-EXPENSES> 23
<LOSS-PROVISION> 0
<INTEREST-EXPENSE> 12,579
<INCOME-PRETAX> 14,877
<INCOME-TAX> 0
<INCOME-CONTINUING> 14,877
<DISCONTINUED> 0
<EXTRAORDINARY> (395)
<CHANGES> 0
<NET-INCOME> 11,748
<EPS-PRIMARY> 0.37
<EPS-DILUTED> 0.37
</TABLE>
