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): July 1, 1998
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 an additional phase of
an existing multifamily apartment community in Florida, one multifamily
apartment community in Texas, and an additional phase of an existing office and
retail property in Georgia (the Acquired Properties) since June 11, 1998 (the
date of the last Form 8-K filed). CRLP also currently has three probable
acquisitions which include one multifamily property located in Georgia, one
office property located in Alabama, and one office property located in Florida
(the Probable Properties). 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 one of the Acquired Properties and one of the Probable Properties are
being filed to keep CRLP's shelf registration statements current.
Terms of Acquisition
The Acquired Properties total 570 apartment units, 21,000 square feet of retail
space, and 163,000 square feet of office space and were purchased at a combined
purchase price of $57.0 million. The three Probable Properties total 256
apartment units and 325,000 square feet of office space, and would be purchased
at a combined purchase price of $42.4 million. The combined completed and
probable acquisitions would increase CRLP's multifamily portfolio to 14,829
apartment units, increase CRLP's retail portfolio to 11.7 million square feet,
and increase CRLP's office portfolio to 2.7 million square feet. 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. The purchase
prices of the Probable Properties would be financed through advances on CRLP's
unsecured line of credit.
Description of Property
Acquired Properties
River Hills I--Tampa, Florida
On July 1, 1998, CRLP acquired River Hills I, a 248-unit phase of the River
Hills apartment complex on approximately 30 acres of land in Tampa, Florida. The
multifamily community was developed in 1985 and was 90% leased at the time of
acquisition. The purchase price of $8.5 million was funded through an advance on
CRLP's unsecured line of credit. The average unit size is 907 square feet with
average unit market rent of $549 per month.
2
<PAGE>
Haverhill Apartments--San Antonio, Texas
On July 1, 1998, CRLP acquired a 79.8% interest in Haverhill Apartments, a
322-unit apartment complex on approximately 19 acres of land in San Antonio,
Texas. The multifamily community was developed in 1998 and was 90% leased at the
time of acquisition. The purchase price of $17.2 million was funded through an
advance on CRLP's unsecured line of credit. The average unit size is 1,019
square feet with average unit market rent of $857 per month. The remaining 20.2%
ownership in this property will be reflected as "minority interest in
consolidated operating property" in CRLP's balance sheet and statement of
income, and will be included in "minority interest" on CRLP's statement of cash
flows.
Mansell Overlook 200 and Shoppes at Mansell--Atlanta, Georgia
On July 1, 1998, CRLP completed the final phase of the merger with the assets of
Johnson Development Company, LLC. The president of Johnson Development Company
is also a trustee of Colonial Properties Trust. The final phase included Mansell
Overlook 200, a six-story office building containing 163,000 square feet of
space, and the Shoppes at Mansell, a 21,000 square foot community shopping
center.
Mansell Overlook 200 was developed in 1997 and was 95% occupied at the time of
the merger. This part of the merger, valued at $27.7 million, was funded through
the issuance of 396,365 limited partnership units valued at $11.7 million, and
an advance on CRLP's unsecured line of credit.
The Shoppes at Mansell was also developed in 1997 and was 95% occupied at the
time of the merger. The merger of Shoppes at Mansell, valued at $3.7 million,
was funded through the issuance of 76,809 limited partnership units valued at
$2.3 million, and an advance on CRLP's unsecured line of credit.
3
<PAGE>
Probable Properties
As described further below, CRLP has entered into agreements to acquire the
Probable Properties. The acquisition of each of the Probable Properties is
subject to due diligence, definitive documentation of various agreements, and
other material conditions. If these conditions are satisfied, CRLP expects to
complete these acquisitions during the next four weeks. There can be no
assurance that the conditions will be satisfied; that CRLP will in fact complete
the acquisition of any or all of the Probable Properties; or that any Probable
Property acquisition that is completed will occur on schedule.
Augusta Property--Augusta, Georgia
CRLP has entered into an agreement to acquire the Augusta Property, a 256-unit
complex on approximately 22 acres of land in Augusta, Georgia. The community was
developed in 1970 and 1988, and is currently 95% leased. The Augusta Property
would be acquired for a purchase price of $8.8 million, which would be financed
through an advance on CRLP's unsecured line of credit. The average unit size is
993 square feet with average unit market rent of $671 per month.
Birmingham Property--Birmingham, Alabama
CRLP has entered into an agreement to acquire the Birmingham Property, a
three-story office building containing 35,000 square feet of space in
Birmingham, Alabama. The Birmingham Property would be acquired for a total
purchase price of $3.1 million, which would be financed through an advance on
CRLP's unsecured line of credit.
Tampa Property--Tampa, Florida
CRLP has also entered into an agreement to acquire the Tampa Property, an office
park comprised of four multi-story, multi-tenant office buildings containing a
total of 290,000 square feet of space in Tampa, Florida. The Tampa Property
would be acquired for a total purchase price of $30.5 million, which would be
financed through an advance on CRLP's unsecured line of credit.
4
<PAGE>
COLONIAL REALTY LIMITED PARTNERSHIP
Item 7. Financial Statements and Exhibits
(a) Financial Statements of Businesses Acquired or to be Acquired
Page
Historical Summary of Revenues and Direct
Operating Expenses of Perimeter Corporate Park.................6
Historical Summary of Revenues and Direct
Operating Expenses of the Tampa Property.......................9
(b) Pro Forma Financial Information................................12
(c) Exhibits
23.1 Letter re: Consent of Independent Accountants...........21
5
<PAGE>
REPORT OF INDEPENDENT ACCOUNTANTS
To the Board of Trustees and Shareholders of
Colonial Properties Trust;
To the Board of Directors of
Colonial Properties Holding Company, Inc.:
We have audited the Historical Summary of Revenues and Direct Operating Expenses
of Perimeter Corporate Park (the Property) as defined in Note 1 for the year
ended December 31, 1997. This Historical Summary is the responsibility of the
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 Forms 8-K of Colonial
Properties Trust and Colonial Realty Limited Partnership, and is not intended to
be a complete presentation of the revenues and expenses of the Property.
In our opinion, the Historical Summary referred to above presents fairly, in all
material respects, the revenues and direct operating expenses of Perimeter
Corporate Park for the year ended December 31, 1997 in conformity with generally
accepted accounting principles.
/s/ PricewaterhouseCoopers LLP
PRICEWATERHOUSECOOPERS LLP
Birmingham, Alabama
July 6, 1998
6
<PAGE>
<TABLE>
PERIMETER CORPORATE PARK
HISTORICAL SUMMARY OF
REVENUES AND DIRECT OPERATING EXPENSES
_____________________
<CAPTION>
For the
Year Ended
December 31, 1997
-------------------
Revenues
<S> <C>
Minimum rents $ 2,709,341
Lease cancellation fees 89,170
CAM reimbursements 62,002
Other 15,443
-------------------
$ 2,875,956
-------------------
Direct operating expenses:
General operating expenses 351,732
Repairs and maintenance 398,628
Taxes, licenses, and insurance 169,209
-------------------
919,569
-------------------
Excess of revenues over direct
operating expenses $ 1,956,387
===================
<FN>
See Notes to Historical Summary of Revenues and Direct Operating Expenses.
</FN>
</TABLE>
7
<PAGE>
PERIMETER CORPORATE PARK
NOTES 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 Perimeter Corporate Park (the Property),
an office property located in Huntsville, Alabama. Colonial Properties
Trust, through Colonial Realty Limited Partnership, purchased the Property
for a total of approximately $19.5 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--Rental income attributable to leases is recognized on
a straight-line basis over the terms of the leases.
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 report period. Actual results could differ from those
estimates.
2. Leasing Operations
Minimum base rentals to be received in future periods under noncancelable
operating leases extending beyond one year at December 31, 1997, are as
follows:
1998 $ 3,079,243
1999 2,987,042
2000 2,706,390
2001 2,069,630
2002 1,822,642
Thereafter 802,395
------------
$13,467,342
============
8
<PAGE>
REPORT OF INDEPENDENT ACCOUNTANTS
To the Board of Trustees and Shareholders of
Colonial Properties Trust;
To the Board of Directors of
Colonial Properties Holding Company, Inc.:
We have audited the Historical Summary of Revenues and Direct Operating Expenses
of the Tampa Property (the Property) as defined in Note 1 for the year ended
December 31, 1997. This Historical Summary is the responsibility of the
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 Forms 8-K of Colonial
Properties Trust and Colonial Realty Limited Partnership, and is not intended to
be a complete presentation of the revenues and expenses of the Property.
In our opinion, the Historical Summary referred to above presents fairly, in all
material respects, the revenues and direct operating expenses of the Tampa
Property for the year ended December 31, 1997 in conformity with generally
accepted accounting principles.
/s/ PricewaterhouseCoopers LLP
PRICEWATERHOUSECOOPERS LLP
Birmingham, Alabama
July 2, 1998
9
<PAGE>
THE TAMPA PROPERTY
HISTORICAL SUMMARY OF
REVENUES AND DIRECT OPERATING EXPENSES
_____________________
For the
Year Ended
December 31, 1997
----------------------
Revenues
Minimum rents $ 3,510,464
CAM reimbursements 865,293
Other 17,013
---------------------
$ 4,392,770
---------------------
Direct operating expenses:
General operating expenses 236,739
Salaries and benefits 265,409
Repairs and maintenance 449,882
Taxes, licenses, and insurance 487,580
---------------------
1,439,610
---------------------
Excess of revenues over direct
operating expenses $ 2,953,160
=====================
See Notes to Historical Summary of Revenues and Direct Operating Expenses.
10
<PAGE>
THE TAMPA PROPERTY
NOTES 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 the Tampa Property (the Property), an
office property located in Tampa, Florida. Colonial Properties Trust,
through Colonial Realty Limited Partnership, has signed an agreement to
purchase the Property for a total of approximately $30.5 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--Rental income attributable to leases is recognized on
a straight-line basis over the terms of the leases.
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 report period. Actual results could differ from those
estimates.
2. Leasing Operations
Minimum base rentals to be received in future periods under noncancelable
operating leases extending beyond one year at December 31, 1997, are as
follows:
1998 $ 3,535,026
1999 3,385,109
2000 3,110,395
2001 2,219,964
2002 2,175,292
Thereafter 4,052,853
------------
$18,478,639
============
11
<PAGE>
COLONIAL REALTY LIMITED PARTNERSHIP
PRO FORMA CONSOLIDATED
CONDENSED BALANCE SHEET
March 31, 1998
(Unaudited)
The following unaudited pro forma consolidated condensed balance sheet reflects
significant transactions effected by CRLP after March 31, 1998, including the
purchase of the Acquired Properties and purchase of the three Probable
Properties mentioned elsewhere herein, as well as the properties acquired
subsequent to March 31, 1998, as discussed in CRLP's Form 8-K filed on June 11,
1998.
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 March 31, 1998, 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 1997 Financial Statements as filed with the
Securities and Exchange Commission on Form 10-K and the notes thereto and with
CRLP's March 31, 1998 Quarterly Report 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.
12
<PAGE>
<TABLE>
Colonial Realty Limited Partnership
Pro Forma Consolidated Condensed Balance Sheet
March 31, 1998
(In Thousands)
(Unaudited)
<CAPTION>
Colonial Realty Colonial Realty
Limited Pro Limited
Partnership Forma Partnership
Historical Adjustments Pro Forma
----------- ----------- -----------
(A) (B)
ASSETS
<S> <C> <C> <C>
Land, buildings, & equipment, net ...................... $ 1,337,028 $ 217,092 $ 1,554,120
Undeveloped land and construction in progress .......... 64,117 64,117
Cash and equivalents ................................... 3,143 3,143
Restricted cash ........................................ 2,678 2,678
Accounts receivable, net ............................... 7,012 7,012
Prepaid expenses ....................................... 2,886 2,886
Notes receivable ....................................... 542 542
Deferred debt and lease costs .......................... 6,942 6,942
Investments ............................................ (32) (32)
Other assets ........................................... 5,052 5,052
----------- ----------- -----------
$ 1,429,368 $ 217,092 $ 1,646,460
=========== =========== ===========
LIABILITIES AND PARTNERS' CAPITAL
Notes and mortgages payable ............................ $ 695,034 $ 115,880 $ 810,914
Accounts payable ....................................... 3,825 3,825
Accrued interest ....................................... 7,949 7,949
Accrued expenses ....................................... 6,001 6,001
Tenant deposits ........................................ 3,877 3,877
Unearned rent .......................................... 2,822 2,822
----------- ----------- -----------
Total liabilities ................................. 719,508 115,880 835,388
----------- ----------- -----------
Minority interest in consolidated operating property.... -0- 4,343 4,343
----------- ----------- -----------
Redeemable units, at redemption value .................. 319,456 96,869 416,325
----------- ----------- -----------
Partners' capital, excluding redeemable units .......... 390,404 390,404
----------- ----------- -----------
$ 1,429,368 $ 217,902 $ 1,646,460
=========== =========== ===========
</TABLE>
13
<PAGE>
COLONIAL REALTY LIMITED PARTNERSHIP
NOTES TO PRO FORMA CONSOLIDATED
CONDENSED BALANCE SHEET
(Unaudited)
(A) Reflects the historical financial position of CRLP as of March 31, 1998, as
presented in CRLP's Form 10-Q as filed with the Securities and Exchange
Commission.
(B) Includes the acquisition of the Acquired Properties; River Hills I for a
purchase price of $8.5 million, Haverhill Apartments for a purchase price
of $21.5 million (of which CRLP acquired a 79.8% interest), and Mansell
Overlook 200 and Shoppes at Mansell for a purchase price of $31.4 million.
Also includes the following property acquisitions subsequent to March 31,
1998; Ashley Plantation for a purchase price of $13.7 million, and Orlando
Fashion Square for a purchase price of $104.0 million, as discussed in
CRLP's Form 8-K filed on June 11, 1998. These property acquisitions were
financed through the issuance of limited partnership units and advances on
CRLP's unsecured line of credit. Also includes Colonial Properties Trust's
issuance of 3,046,400 common shares of beneficial interest issued in April
and May 1998. The net proceeds of the equity offerings were contributed to
CRLP (through Colonial Properties Holding Company, Inc.) in exchange for
limited partnership units and were used to repay outstanding indebtedness.
Also includes the acquisition of the three Probable Properties; the Augusta
Property for a purchase price of $8.8 million, the Birmingham Property for
a purchase price of $3.1 million and the Tampa Property for a purchase
price of $30.5 million. These property acquisitions would be financed
through advances on CRLP's unsecured line of credit.
14
<PAGE>
COLONIAL REALTY LIMITED PARTNERSHIP
PRO FORMA CONSOLIDATED CONDENSED
STATEMENTS OF OPERATIONS
For the Year Ended December 31, 1997 and
the Three Months Ended March 31, 1998
(Unaudited)
The following unaudited pro forma consolidated condensed statements of
operations reflect significant transactions effected by CRLP during 1997 and
1998 which includes the purchase of the Acquired Properties (as well as the four
Acquired Properties discussed in CRLP's Form 8-K filed on June 11, 1998) and the
three Probable Properties mentioned elsewhere herein. In addition to the
Acquired Properties and Probable 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 February, March, April and May
1998, and January, July, November and December 1997 (ii) CRLP's debt offerings
completed in January, July, August and September 1997 (iii) CRLP's 1997
acquisition and disposition activity, which included the acquisition of 25
properties, the disposition of seven properties, and the purchase of additional
interests in two properties (the 1997 Properties) which are discussed in CRLP's
filings on Forms 8-K filed on July 21, 1997, September 17, 1997, and December
10, 1997. 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, 1997 and assuming CRLP used the
proceeds of its debt offerings and Colonial Properties Trust's equity 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, 1997, 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 and Probable Properties,
other than as disclosed in the footnotes to the unaudited pro forma consolidated
condensed statements of operations, which would cause the 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 1997 Financial Statements as filed with the Securities and Exchange
Commission on Form 10-K and the notes thereto and with CRLP's March 31, 1998
Quarterly Report 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.
15
<PAGE>
<TABLE>
Colonial Realty Limited Partnership
Pro Forma Consolidated Condensed Statements of Operations
For the year ended December 31, 1997
(In Thousands, Except Per Unit Data)
(Unaudited)
<CAPTION>
For the year ended December 31, 1997
------------------------------------
Colonial Realty Colonial Realty
Limited Pro Limited
Partnership Forma Partnership
Historical Adjustments Pro Forma
--------- --------- ---------
(A) (B)
Revenues:
<S> <C> <C> <C>
Rent ................................... $ 178,158 $ 63,116 $ 241,274
Other .................................. 5,968 894 6,862
--------- --------- ---------
Total revenue ...................... 184,126 64,010 248,136
--------- --------- ---------
Property operating expenses:
General operating expenses ............. 12,603 4,547 17,150
Salaries and benefits .................. 10,283 2,312 12,595
Repairs and maintenance ................ 18,669 6,257 24,926
Taxes, licenses and insurance .......... 15,578 5,027 20,605
General and administrative .................. 6,448 44 6,492
Depreciation ................................ 31,956 12,484 44,440
Amortization ................................ 1,322 163 1,485
--------- --------- ---------
Total operating expenses ........... 96,859 30,834 127,693
--------- --------- ---------
Income from operations ............. 87,267 33,176 120,443
--------- --------- ---------
Other income (expense):
Interest expense ....................... (40,496) (6,942) (47,438)
Income from equity investments ......... 502 (358) 144
Gains from sales of property ........... 2,567 -0- 2,567
--------- --------- ---------
Total other expense ................ (37,427) (1,043) (44,727)
--------- --------- ---------
Income before extraordinary items ...... 49,840 25,002 75,716
Extraordinary loss from debt extinguishment . (3,650) 3,650 -0-
--------- --------- ---------
Net income ............................. $ 46,190 $ 28,652 $ 75,716
Preferred distributions ..................... 1,671 9,267 10,938
--------- --------- ---------
Net income available to unitholders .... $ 44,519 $ 19,385 $ 64,778
========= ========= =========
Net income per unit - basic and diluted ..... $ 1.55 $ 1.78
========= =========
Units outstanding ........................... 28,719 36,460
========= =========
</TABLE>
16
<PAGE>
<TABLE>
Colonial Realty Limited Partnership
Pro Forma Consolidated Condensed Statements of Operations
For the three months ended March 31, 1998
(In Thousands, Except Per Unit Data)
(Unaudited)
<CAPTION>
For the three months ended March 31, 1998
-----------------------------------------
Colonial Realty Colonial Realty
Limited Pro Limited
Partnership Forma Partnership
Historical Adjustments Pro Forma
-------- -------- --------
(A) (B)
Revenues:
<S> <C> <C> <C>
Rent .................................... $ 56,124 $ 7,200 $ 63,324
Other ................................... 2,186 171 2,357
-------- -------- --------
Total revenue ....................... 58,310 7,371 65,681
-------- -------- --------
Property operating expenses:
General operating expenses .............. 4,310 552 4,862
Salaries and benefits ................... 2,869 317 3,186
Repairs and maintenance ................. 5,746 738 6,484
Taxes, licenses and insurance ........... 4,854 578 5,432
General and administrative ................... 2,554 -0- 2,554
Depreciation ................................. 10,161 1,655 11,816
Amortization ................................. 337 22 359
-------- -------- --------
Total operating expenses ............ 30,831 3,862 34,693
-------- -------- --------
Income from operations .............. 27,479 3,509 30,988
-------- -------- --------
Other income (expense):
Interest expense ........................ (12,579) 1,445) (14,024)
Income from equity investments .......... 9 -0- 9
Gains (losses) from sales of property ... (32) -0- (32)
-------- -------- --------
Total other expense ................. (12,602) 97 (14,047)
-------- -------- --------
Income before extraordinary items ....... 14,877 1,824 16,941
Extraordinary loss from debt extinguishment .. (395) 395 -0-
-------- -------- --------
Net income .............................. $ 14,482 $ 2,219 $ 16,941
Preferred distributions ...................... 2,734 -0- 2,734
-------- -------- --------
Net income available to unitholders ..... $ 11,748 $ 2,219 $ 14,207
======== ======== ========
Net income per unit - basic and diluted ...... $ 0.37 $ 0.39
======== ========
Units outstanding ............................ 31,440 36,460
======== ========
</TABLE>
17
<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, 1997, as presented in CRLP's 1997 Financial Statements as
filed with the Securities and Exchange Commission on Form 10-K and CRLP's
historical results of operations for the three months ended March 31, 1998
as presented in CRLP's March 31, 1998 Quarterly Report as filed with the
Securities and Exchange Commission on Form 10-Q.
(B) Reflects the operating results of all properties and additional phases of
existing properties acquired during 1998, and the three Probable Properties
expected to be acquired during the third quarter of 1998, as mentioned
elsewhere herein, as well as the operating results of the 1997 Properties,
as discussed in CRLP's filings on Forms 8-K filed on July 21, 1997,
September 17, 1997, and December 10, 1997. 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
CRLP's debt offering and Colonial Properties Trust's equity 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 one of the Acquired Properties and the Historical
Summary of Revenues and Direct Operating Expenses for one of the Probable
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,
1997
(in
thousands)
--------------
Excess of revenues over direct
operating expenses (1)
Orlando Fashion Square (4) $ 9,099
Perimeter Corporate Park 1,956
Tampa Property 2,953
Other properties 31,815
--------------
45,823
Less (plus):
Depreciation and 12,647
amortization of property (2)
Interest on acquisition
financing, net of 6,942
savings from debt
and equity offerings (3)
Preferred distributions 9,267
Other adjustments (3,292)
--------------
Pro forma income $ 20,259
==============
18
<PAGE>
(1) The excess of revenues over direct operating expenses is based upon
historical operations for the properties acquired or to be acquired
during 1998 for the year ended December 31, 1997, as contained in the
Historical Summary of Revenues and Direct Operating Expenses included
elsewhere herein for the properties whose December 31, 1997 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 and Probable
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.
(4) Discussed in CRLP's Form 8-K filed on June 11, 1998.
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<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: July 7, 1998 /s/ Howard B. Nelson, Jr.
-------------------------
Howard B. Nelson, Jr.
Chief Financial Officer
(Duly Authorized Officer
and Principal Financial Officer)
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<PAGE>
Exhibit 23.1
Consent of Independent Accountants
We consent to the incorporation by reference in the registration statements of
Colonial Realty Limited Partnership on Form S-3 related to the Shelf
Registration dated October 25, 1996 (File No. 333-14401); and Form S-3 related
to the Shelf Registration dated December 11, 1997 (File No. 333-42049) of our
report dated July 6, 1998 on our audit of the Historical Summary of Revenues and
Direct Operating Expenses of Perimeter Corporate Park; and our report dated July
2, 1998 on our audit of the Historical Summary of Revenues and Direct Operating
Expenses of the Tampa Property, which reports are included in this Form 8-K.
/s/ PricewaterhouseCoopers LLP
PRICEWATERHOUSECOOPERS LLP
Birmingham, Alabama
July 7, 1998
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