GABLES REALTY LIMITED PARTNERSHIP
8-K, 1999-04-05
REAL ESTATE INVESTMENT TRUSTS
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                       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 reported):
                                 April 5, 1999


                        Gables Realty Limited Partnership
             (Exact name of Registrant as specified in its charter)




         Delaware                  000-22683                 58-2077966
(State or other jurisdiction     (Commission File         (I.R.S. Employer
      of incorporation)               Number)           Identification No.)



                       2859 Paces Ferry Road, Suite 1450
                             Atlanta, Georgia 30339
             (Address of principal executive offices and zip code)


              Registrant's telephone number, including area code:
                                  770-436-4600



<PAGE>
                                     Page-2


ITEM 5. OTHER EVENTS

     This Form 8-K is filed in connection  with Gables  Residential  Trust's and
Gables  Realty  Limited  Partnership's   Registration   Statement  on  Form  S-3
(Registration No.  333-68359) filed with the Securities and Exchange  Commission
on  December  3,  1998,  as  amended,   and  supplements   unaudited  pro  forma
consolidated  financial information filed under cover of Form 8-K dated April 1,
1998,  as  amended,  in  connection  with the April 1, 1998  acquisition  of the
properties  and  operations  of Trammell  Crow  Residential  South Florida Group
("TCR/SF") by Gables Realty Limited Partnership (the "Operating Partnership").

     The  unaudited  pro  forma  consolidated  statement  of  operations  of the
Operating  Partnership for the year ended December 31, 1998 giving effect to the
TCR/SF  acquisition  set forth in Item 7(b) of this Form 8-K  expands on, but is
otherwise  consistant  with, the  supplementary  pro forma results of operations
giving  effect to the TCR/SF  acquisition  for the year ended  December 31, 1998
which the  Operating  Partnership  previously  disclosed in its Annual Report on
Form 10-K for the year ended December 31, 1998.

ITEM 7. FINANCIAL STATEMENTS, PRO FORMA FINANCIAL INFORMATION AND EXHIBITS.

(a)  Financial Statements of Business Acquired:

Not applicable.

(b)  Pro Forma Financial Information:

Pro forma financial  information for the Registrant is filed with this report as
Attachment A.

(c)  Exhibits:

Not applicable.


<PAGE>
                                     Page-3

                                   SIGNATURES
 
     Pursuant to the  requirements  of the Securities  Exchange Act of 1934, the
Registrant  has duly  caused  this  report  to be  signed  on its  behalf by the
undersigned hereunto duly authorized.


Date:   April 5, 1999                  GABLES REALTY LIMITED PARTNERSHIP
                                       By: Gables GP, Inc., its general partner



                                       /s/  Marvin R. Banks, Jr.
                                       ---------------------------   
                                       By:  Marvin R. Banks, Jr.
                                            Chief Financial Officer


<PAGE>
                                     
                                    Page-1


                                                                    Attachment A

                        GABLES REALTY LIMITED PARTNERSHIP
                  PREFACE TO UNAUDITED PRO FORMA CONSOLIDATED
                             FINANCIAL INFORMATION


BASIS OF PRESENTATION
- ---------------------

The  following  unaudited  pro forma  consolidated  statement of  operations  is
presented as if the Operating Partnership acquired the properties and operations
of Trammell Crow Residential South Florida Group (TCR/SF) on January 1, 1998 and
includes the historical  operating  results of the  properties  and  residential
construction and development and third-party management activities acquired. The
acquisition  has been  accounted for under the purchase  method of accounting in
accordance with Accounting Principles Board Opinion No. 16. Accordingly,  assets
acquired and liabilities  assumed have been reflected  herein at their estimated
fair values.  In management's  opinion,  all material  adjustments  necessary to
present fairly the effects of the acquisition have been made.

The unaudited pro forma  consolidated  statement of operations should be read in
conjunction with the consolidated  financial  statements and accompanying  notes
thereto of the Operating  Partnership included in its Annual Report on Form 10-K
for the year ended December 31, 1998.

The unaudited pro forma consolidated  statement of operations is not necessarily
indicative of what the actual results of operations of the Operating Partnership
would  have  been  assuming  the  Operating   Partnership  had  consummated  the
acquisition as of the beginning of the period presented,  nor does it purport to
represent the results of operations for future periods.

<PAGE>
                                    Page-2

                        GABLES REALTY LIMITED PARTNERSHIP
            UNAUDITED PRO FORMA CONSOLIDATED STATEMENT OF OPERATIONS
                      FOR THE YEAR ENDED DECEMBER 31, 1998
                (Amounts in Thousands, Except Per Unit Amounts)
<TABLE>
<CAPTION>
                                                                       Operating                    Pro Forma      Operating        
                                                                      Partnership      TCR/SF      Acquisition    Partnership 
                                                                      Historical(A)  Historical(B) Adjustments     Pro Forma
                                                                      ----------     ----------    -----------     ----------
<S>                                                                   <C>          <C>              <C>            <C>  
Rental revenues ....................................................   $ 199,292    $   8,845    $      --        $ 208,137
Other property revenues ............................................       9,988          489           --           10,477
                                                                        --------      -------        -----         --------
     Total property revenues .......................................     209,280        9,334           --          218,614
                                                                        --------      -------        -----         --------
Property management revenues .......................................       4,533          669           --            5,202
Other ..............................................................       2,811           25           --            2,836
                                                                        --------      -------        -----         --------
     Total other revenues ..........................................       7,344          694           --            8,038
                                                                        --------      -------        -----         --------
     Total revenues ................................................     216,624       10,028           --          226,652
                                                                        --------      -------        -----         --------
Property operating and maintenance (exclusive of items shown
     separately below) .............................................      70,502        3,879           --           74,381
Depreciation and amortization ......................................      40,650        1,865          277 (C)       42,792
Amortization of deferred financing costs ...........................         984          238         (206)(D)        1,016
Property management - owned ........................................       4,758          176           --            4,934
Property management - third party ..................................       3,219          440           --            3,659
General and administrative .........................................       6,242         --             --            6,242
Interest ...........................................................      38,519        2,806          763 (E)       42,088
Credit enhancement fees ............................................       1,455          303           37 (F)        1,795
                                                                         -------      -------       ------         --------
     Total expenses ................................................     166,329        9,707          871          176,907
                                                                         -------      -------       ------         --------

Equity in income of joint ventures .................................         359           --           --              359 
Interest income ....................................................         417           58          (58)(G)          417
Loss on treasury locks .............................................      (5,637)          --           --           (5,637)
                                                                         -------      -------       ------         --------
Net income .........................................................      45,434          379         (929)          44,884

Dividends to preferred unitholders .................................     (10,252)        --             --          (10,252)
                                                                         -------      -------       ------         -------- 
Net income available to common unitholders .........................   $  35,182    $     379     $   (929)       $  34,632
                                                                         =======      =======       ======         ========
Weighted average number of common Units outstanding - basic ........      30,212           --          587 (H)       30,799
Weighted average number of common Units outstanding - diluted ......      30,340           --          587 (I)       30,927

Per Common Unit Information:
Net income - basic .................................................   $    1.16                                  $    1.12

Net income - diluted ...............................................   $    1.16                                  $    1.12

<FN>
The accompanying notes are an integral part of this statement.                                                              
</FN>
</TABLE>
<PAGE>
                                    Page-3


                        GABLES REALTY LIMITED PARTNERSHIP
                  NOTES AND ASSUMPTIONS TO UNAUDITED PRO FORMA
                      CONSOLIDATED STATEMENT OF OPERATIONS
                      (Unaudited and Amounts in Thousands)

(A)  Represents the historical audited  consolidated  statement of operations of
     the Operating  Partnership  contained in its Annual Report on Form 10-K for
     the year ended  December  31,  1998.  Such  results  include the  operating
     results of TCR/SF since April 1, 1998, the closing date of the acquisition.

(B)  Represents the  historical  unaudited  combined  statement of operations of
     TCR/SF for the three months ended March 31, 1998.

(C)  Represents  the net  increase in  depreciation  of real  estate  owned as a
     result of  recording  the TCR/SF  real estate  assets at fair value  versus
     historical  cost.  The  acquisition  price of the real  estate  assets  was
     allocated  to land,  buildings,  furniture,  fixtures  and  equipment,  and
     construction  in  progress  and  the  related  depreciation  is  calculated
     utilizing  an  estimated  useful life of 40 years for the  buildings  and 5
     years for  furniture,  fixtures  and  equipment.  Depreciation  expense  is
     provided to the extent the real estate was  operational  during the period.
     The components of the pro forma  adjustment  pertaining to the three months
     ended March 31, 1998 are as follows:

          Pro forma depreciation expense for acquired assets at
               fair value                                               $2,142
          Less TCR/SF historical depreciation expense                   (1,865)
                                                                        ------
               Pro forma adjustment                                     $  277
                                                                        ======

(D)  Represents the net adjustment to amortization  of deferred  financing costs
     for the three months ended March 31, 1998 as follows:

          To record the  amortization of deferred financing 
               costs related to the credit enhancement facility 
               put into effect on April 1, 1998 to enhance the 
               bond indebtedness assumed by the Operating Partnership
               (the "Bond Enhancement Facility")                        $   32
          To eliminate the  amortization of TCR/SF's deferred   
               financing costs which have a zero fair value at 
               April 1, 1998                                              (238)
                                                                        ------
               Pro forma adjustment                                     $ (206)
                                                                        ======

(E)  Represents  the net  adjustment  to interest  expense for the three  months
     ended March 31, 1998 as follows:

          To record interest expense on the cash portion of the TCR/SF
               purchase price financed with  borrowings under  the  
               Operating Partnership's  unsecured  credit  
               facilities                                              $ 2,504
          To record the amortization of the discount required to
               record the $12,500 portion of the purchase price  
               that was deferred until January 1, 2000 at fair 
               value                                                       193  
          To record the interest expense on bond indebtedness 
               that was assumed by the Operating Partnership             1,598
          To record capitalized interest for qualifying 
               construction expenditures at fair value                    (726)
                                                                        ------
               Pro forma interest expense for acquisition                3,569
               Less TCR/SF historical interest expense                  (2,806)
                                                                        ------
                    Pro forma adjustment                               $   763
                                                                        ======
               
The  Operating  Partnership's  borrowings  under its  current  unsecured  credit
facilities  currently bear interest at LIBOR plus 0.80%. If interest rates under
the credit facilities fluctuated 0.125%,  interest costs on the pro forma credit
facility  indebtedness  would increase or decrease by  approximately  $194 on an
annualized basis.
<PAGE>

                                   Page - 4

(F)  Represents  the net  adjustment  to credit  enhancement  fees for the three
     months ended March 31, 1998 as follows:

          To record the credit enhancement fees under the 
               Bond Enhancement Facility                               $   340
          To eliminate the credit enhancement fees incurred  
               by TCR/SF related to enhancements that do not remain 
               in place at April 1, 1998                                  (303)
                                                                        ------
               Pro forma adjustment                                    $    37
                                                                        ======

(G)  Represents  the  adjustment to eliminate  interest  income  included in the
     TCR/SF historical  amounts as the  interest-bearing  cash balances were not
     acquired by the Operating Partnership.

(H)  Reflects the issuance of Units in connection  with the  acquisition for the
     three months ended March 31, 1998.

(I)  Reflects the issuance of Units in connection  with the  acquisition for the
     three months ended March 31, 1998 that are not antidilutive.


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