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UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, DC 20549
FORM 10-K
|X| ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES
EXCHANGE ACT OF 1934
For the fiscal year ended December 31, 2000 OR
|_| TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES
EXCHANGE ACT OF 1934
For the transition period from __________________ to _______________
Commission File Number 0-20707
COLONIAL REALTY LIMITED PARTNERSHIP
(Exact name of registrant as specified in its charter)
Delaware 63-1098468
(State of organization) (I.R.S. employer
identification no.)
2101 Sixth Avenue North 35203
Suite 750 (Zip Code)
Birmingham, Alabama
(Address of principal executive offices)
Registrant's telephone number, including area code: (205) 250-8700 Securities
registered pursuant to Section 12(b) of the Act:
Title of each class Name of each exchange on which registered
------------------- -----------------------------------------
Not applicable Not applicable
Securities registered pursuant to Section 12(g) of the Act: Class A Units of
Limited Partnership Interest
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 and (2) has been subject to such filing
requirements for the past 90 days. YES _X_ NO ___
Indicate by check mark if disclosure of delinquent filers pursuant to
Item 405 of Regulation S-K is not contained herein, and will not be contained,
to the best of registrant's knowledge, in definitive proxy or information
statements incorporated by reference in Part III of this Form 10-K or any
amendment to this Form 10-K. |_|
Documents Incorporated by Reference
None.
PART I
Item 1. Business.
As used herein, the terms "CRLP" and "Operating Partnership" include Colonial
Realty Limited Partnership, a Delaware limited partnership, and its subsidiaries
and other affiliates (including, Colonial Properties Services Limited
Partnership and Colonial VRS L.L.C.) or, as the context may require, Colonial
Realty Limited Partnership only. As used herein, the term "Company" includes
Colonial Properties Trust, an Alabama real estate investment trust, and one or
more of its subsidiaries and other affiliates (including CRLP, Colonial
Properties Services Limited Partnership and Colonial Properties Services, Inc.)
or, as the context may require, Colonial Properties Trust only. As used herein,
the terms "we", "us", and "our" refer to Colonial Realty Limited Partnership.
This annual report on Form 10-K contains certain "forward-looking
statements", including but not limited to anticipated timetables for
acquisitions, developments and expansions, expected economic growth in
geographic markets where CRLP owns or expects to own properties, and plans for
continuing CRLP's diversified strategy. These statements involve risks and
uncertainties that may cause actual results to be materially different from
those anticipated. Prospective investors should specifically consider, in
connection with these forward-looking statements, the various risk factors
identified herein and in CRLP's filings with the SEC, which could cause actual
results to differ, including downturns in local or national economies,
competitive factors, the availability of suitable properties for acquisition at
favorable prices, and other risks inherent in the real estate business.
CRLP is the Operating Partnership of the Company, which is one of the
largest owners, developers and operators of multifamily, retail and office
properties in the Sunbelt region of the United States. The Company is a
fully-integrated real estate company, whose activities include ownership of a
diversified portfolio of 115 properties as of December 31, 2000, located in
Alabama, Florida, Georgia, Mississippi, North Carolina, South Carolina,
Tennessee, Texas, and Virginia, development of new properties, acquisition of
existing properties, build-to-suit development, and the provision of management,
leasing, and brokerage services for commercial real estate. As of December 31,
2000, CRLP owned 53 multifamily apartment communities containing a total of
17,189 apartment units (the "Multifamily Properties"), 17 office properties
containing a total of approximately 3.2 million square feet of office space (the
"Office Properties"), 45 retail properties containing a total of approximately
15.2 million square feet of retail space (the "Retail Properties"), and certain
parcels of land adjacent to or near certain of these properties (the "Land").
(The Multifamily Properties, the Office Properties, the Retail Properties, and
the Land are referred to collectively as the "Properties"). As of December 31,
2000, the Multifamily Properties, the Office Properties, and the Retail
Properties that had achieved stabilized occupancy were 94.0%, 94.6% and 90.2%
leased, respectively.
CRLP's executive offices are located at 2101 Sixth Avenue North, Suite
750, Birmingham, Alabama, 35203 and its telephone number is (205) 250-8700. CRLP
was formed in Delaware on August 6, 1993.
Formation of the Company and the Operating Partnership
The Company and the Operating Partnership were formed to succeed to
substantially all of the interests of Colonial Properties, Inc., an Alabama
corporation ("Colonial"), its affiliates and certain other entities in a
diversified portfolio of multifamily, office, and retail properties located in
Alabama, Florida, and Georgia and to the development, acquisition, management,
leasing, and brokerage businesses of Colonial.
On September 29, 1993, (i) the Company consummated an initial public
offering (the "IPO") of 8,480,000 of its common shares of beneficial interest,
$.01 par value per share ("Common Shares"), (ii) the Operating Partnership
assumed ownership of 36 Properties (or interests therein) held by Thomas H.
Lowder, James K. Lowder, Robert E. Lowder, and their mother, Catherine Lowder
(the "Lowder family"), and third-party partners of the Lowder family, and the
operating businesses of Colonial, (iii) the Company transferred the net proceeds
from the IPO through Colonial Properties Holding Company, Inc. ("CPHC"), which
was dissolved in 1998, to the Operating Partnership, in exchange for 8,480,000
units of limited partnership interest in the Operating Partnership ("OP Units"),
(iv) the Operating Partnership repaid approximately $150.2 million of
indebtedness and prepayment penalties associated therewith secured by certain of
the Properties, and (v) the Operating Partnership established a $35.0 million
line of credit with SouthTrust Bank, which has since been increased to $300.0
million, to fund development activities and property acquisitions and for
general corporate purposes (collectively, the "Formation Transactions"). On
October 28, 1993, the underwriters of the IPO exercised an over-allotment option
to purchase an additional 686,200 shares.
Recent Developments
Since the IPO, CRLP has significantly expanded its portfolio of
Properties and its operating businesses. Acquisitions by CRLP of new properties
represent a total investment of over $1.3 billion. Since the IPO, CRLP has also
completed the expansion and development of 23 multifamily properties, adding a
total of 5,326 units to its multifamily portfolio, three Office Properties,
adding a total of 442,792 square feet, and three Retail Properties, which added
711,197 square feet to its retail portfolio. CRLP currently has three active
development and redevelopment projects in progress for Multifamily Properties,
one Office Property development, and two Retail Property redevelopments. CRLP
has also disposed of 18 Multifamily Properties representing 5,667 apartment
units, one Office Property representing 25,000 square feet of office space, one
Retail Property representing 165,684 square feet of retail space, and has
entered into four joint ventures, since the IPO.
The following is a summary of CRLP's acquisition, disposition, joint
venture, and development activity in 2000.
Acquisition and Disposition Activity
CRLP disposed of five Multifamily Properties, including four in Alabama
and one in Florida, representing 1,132 units for a total sale price of $51.9
million. Additionally, CRLP disposed of one Retail Property located in Virginia,
representing 165,684 square feet for a total sale price of $9.4 million.
CRLP also added 575,127 square feet of retail shopping space through
the acquisition of an enclosed mall at a net cost of $25.4 million.
Joint Ventures
During the third quarter of 2000, CRLP entered into a second joint
venture with CMS, a Delaware general partnership to which CRLP sold four
Multifamily Properties for $35.4 million. CMS has an 85% interest in the joint
venture while CRLP has a 15% interest in the joint venture and serves as manager
of the properties. At December 31, 2000, CRLP had an ending net investment in
the joint venture of $1.0 million.
Development Activity
During 2000, CRLP completed development and expansion of 1,852 new
apartment units in six multifamily communities and acquired land on which it
intends to develop additional multifamily communities during 2001 and 2002. The
aggregate cost of this multifamily development activity during 2000 was $41.6
million. As of December 31, 2000, CRLP had 984 apartment units in three
multifamily communities under development or redevelopment. Management
anticipates that the three multifamily projects will be completed during 2001.
Management expects to invest an additional $43.4 million over this period to
complete these multifamily projects.
During 2000, CRLP completed development and redevelopment of two office
properties, and began development of one office property. The aggregate
investment in the office developments during 2000 was $28.7 million. Management
estimates that it will invest an additional $17.6 million to complete these
projects.
During 2000, CRLP completed development of three community shopping
centers and continued the redevelopment of an enclosed mall and community
shopping center. The aggregate investment in the retail developments during 2000
was $44.9 million. Management anticipates that it will invest an additional
$44.1 million to complete the retail redevelopments.
The table below provides an overview of CRLP's acquisition,
development, expansion, and redevelopment activity during 2000:
Summary of 2000
Acquisition and Development
Activity
Completion or Type of Units (M) Cost or
Anticipated Name of Property GLA (R/O) Anticipated
Completion Date Property (1) Location (2) (3) Cost (4)
---------------------- ----------------------------------- ---------------- ------- ------- -----------
Acquisitions:
3rd Qtr 00 Temple Mall Temple, TX R 575,127 $ 25,400
Developments/Redevelopments/Expansions:
1st Qtr 00 CV at Ashley Plantation II (expansion) Bluffton, SC M 214 13,300
2nd Qtr 00 CG at Heather Glen Orlando, FL M 448 35,221
2nd Qtr 00 CG at Liberty Park Birmingham, AL M 300 27,859
2nd Qtr 00 CG at Madison Huntsville, AL M 336 23,835
3rd Qtr 00 CG at Promenade Montgomery, AL M 384 28,434
2nd Qtr 00 CG at Reservoir Jackson, MS M 170 14,301
1st Qtr 01 CV at Walton Way (redevelopment) Augusta, GA M 256 3,315
3rd Qtr 01 CG at TownPark - Sarasota Sarasota, FL M 272 20,619
4th Qtr 01 CG at TownPark - Lake Mary Orlando, FL M 456 37,950
3rd Qtr 00 Colonial Center at Mansell Overlook 300 Atlanta, GA O 163,252 22,634
4th Qtr 00 Independence Plaza (redevelopment) Birmingham, AL O 107,281 1,798
3rd Qtr 01 Colonial Center TownPark 100 Orlando, FL O 155,386 21,218
2nd Qtr 00 CP Trussville Birmingham, AL R 388,302 33,729
3rd Qtr 00 CP Tutwiler Farm Birmingham, AL R 212,075 24,753
4th Qtr 00 CP Madison (5) Huntsville, AL R 110,820 4,892
2nd Qtr 01 CP Northdale Court (redevelopment) Tampa, FL R 192,726 5,927
4th Qtr 01 Brookwood Village Mall (redevelopment) Birmingham, AL R 750,754 50,209
--------
$395,394
========
(1) In the listing of Multifamily Property names, CG has been used as an
abbreviation for Colonial Grand, CV has been used as an abbreviation
for Colonial Village, and CP has been used as an abbreviation for
Colonial Promenade.
(2) M refers to Multifamily Properties, O refers to Office Properties, and
R refers to Retail Properties.
(3) Units (in this table only) refers to multifamily apartment units and
GLA refers to gross leasable area of office and retail space.
(4) Amounts in thousands.
(5) Property is owned through a joint venture, in which the Company is a
50% partner. Cost reflected is 50% of total cost of the project.
(6) Reported amount updates the amount in the Notes to Consolidated
Financial Statements, to reflect a change in project scope.
Completed Multifamily Development and Expansion Activity
Colonial Village at Ashley Plantation--CRLP completed construction on a
214-unit expansion of Colonial Village at Ashley Plantation located in Bluffton,
South Carolina during the first quarter of 2000. This expansion phase offers the
same amenities as the existing community. Project development costs, including
land acquisition costs, totaled $13.3 million and were funded through advances
on CRLP's line of credit.
Colonial Grand at Heather Glen-- CRLP completed construction on a
448-unit development located in Orlando, Florida during the second quarter of
2000. The new apartments offer a variety of amenities, including a clubhouse,
car-care center, fitness center with a child play area, two swimming pools,
tennis courts, and a picnic area. Project development costs, including land
acquisition costs, totaled $35.2 million and were funded through advances on
CRLP's line of credit.
Colonial Grand at Liberty Park-- CRLP completed construction on a
300-unit development located in Birmingham, Alabama during the second quarter of
2000. The new apartments feature numerous luxuries, including a security system,
automated climate control, high-speed Internet access, and home theatre
pre-wiring. Project development costs, including land acquisition costs, totaled
$27.9 million and were funded through advances on CRLP's line of credit.
Colonial Grand at Madison-- CRLP completed construction on a 336-unit
development located in Huntsville, Alabama during the second quarter of 2000.
The new apartments offer a variety of amenities, including a swimming pool, an
exercise room, tennis courts, and a car wash. Project development costs,
including land acquisition costs, totaled $23.8 million and were funded through
advances on CRLP's line of credit.
Colonial Grand at Promenade-- CRLP completed construction on a 384-unit
development located in Montgomery, Alabama during the third quarter of 2000. The
new apartments feature numerous luxuries, including a security system, automated
climate control, high-speed Internet access, and home theatre pre-wiring.
Project development costs, including land acquisition costs, totaled $28.4
million and were funded through advances on CRLP's line of credit.
Colonial Grand at The Reservoir-- CRLP completed construction on a
170-unit development located in Jackson, Mississippi during the second quarter
of 2000. The new apartments offer a variety of amenities, including a fitness
center, swimming pool, garages, and tennis courts. Project development costs,
including land acquisition costs, totaled $14.3 million and were funded through
advances on CRLP's line of credit.
Continuing Multifamily Expansion and Development Activity
Colonial Village at Walton Way--CRLP continued the redevelopment of
Colonial Village at Walton Way, a 256-unit multifamily community located in
Augusta, Georgia. Project redevelopment costs are expected to total $3.3 million
and will be funded through advances on CRLP's line of credit. CRLP expects to
complete the redevelopment in the first quarter of 2001.
Colonial Grand at TownPark - Sarasota--During the second quarter of
2000, CRLP began the development of Colonial Grand at TownPark - Sarasota, a
272-unit multifamily community located in Sarasota, Florida. The new apartments
will include numerous luxuries, including high-speed Internet access, fitness
center, a swimming pool, and a resident business center. Project development
costs, including land acquisition costs are expected to total $20.6 million and
will be funded through advances on CRLP's line of credit. CRLP expects to
complete the development during the third quarter of 2001.
Colonial Grand at TownPark - Lake Mary--During the third quarter of
2000, CRLP began the development of Colonial Grand at TownPark - Lake Mary, a
456-unit multifamily community located in Orlando, Florida. The new apartments
will include numerous luxuries, including high-speed Internet access, fitness
center, a swimming pool, and a resident business center. Project development
costs, including land acquisition costs are expected to total $38.0 million and
will be funded through advances on CRLP's line of credit. CRLP expects to
complete the development during the fourth quarter of 2001.
Completed Office Property Development and Redevelopment Activity
Colonial Center at Mansell Overlook 300--During the third quarter of
2000, CRLP completed the development of Colonial Center at Mansell Overlook 300,
a 163,252 square foot Class A office building located in Atlanta, Georgia. The
building includes the most advanced technology systems available in the market,
including high-speed internet access, fiber optic network infrastructure, and
state-of-the art, customer controlled energy management system. Project
development costs, including land acquisitions totaled $22.6 million and were
funded through advances on CRLP's line of credit.
Independence Plaza--During the fourth quarter of 2000, CRLP completed
the redevelopment of Independence Plaza, a 107,281 square foot office building
located in Birmingham, Alabama. Project redevelopment costs totaled $1.8
million and were funded through advances on CRLP's line of credit.
New Office Property Development
Colonial Center TownPark 100--During the second quarter of 2000, CRLP
began the development of Colonial Center TownPark 100, a 155,386 square foot
Class A office building in Orlando, Florida. Situated in a natural environment,
the building will include the most advanced technology systems available in the
market, including high-speed internet access and fiber optic network
infrastructure. Additionally, the building will include a fitness center with
lockers and shower facilities. Project development costs, including land
acquisitions are expected to total $21.2 million and will be funded through
advances on CRLP's line of credit. CRLP expects to complete the project in the
third quarter of 2001.
Retail Property Acquisitions
Temple Mall--In August 2000, CRLP acquired Temple Mall, a 575,127
square foot mall in Temple, Texas for a total purchase price of $25.4 million.
The mall anchors include JC Penney, Dillards, Foley's and Stein Mart. The
purchase price was partially funded through the proceeds received from the
disposition of assets, and an advance on CRLP's line of credit.
Completed Retail Development Activity
Colonial Promenade Trussville--During the second quarter of 2000, CRLP
completed the development of a 388,302 square foot retail shopping center in
Birmingham, Alabama. The shopping center development is anchored by a Wal-Mart
Supercenter, Regal Cinemas, Marshall's Department Store, and Goody's Family
Clothing, and was 100% occupied upon completion. Project expansion costs,
including land acquisition costs totaled $33.7 million and were funded through
advances on CRLP's line of credit.
Colonial Promenade at Tutwiler Farm--During the third quarter of 2000,
CRLP completed the development of a 212,075 square foot retail shopping center
in Birmingham, Alabama. The shopping center development is anchored by a Home
Depot, Target, and Michaels. Project expansion costs totaled $24.8 million and
were funded through advances on CRLP's line of credit and the issuance of units
of CRLP.
Colonial Promenade Madison--During the fourth quarter of 2000, CRLP
completed the development of an 110,820 square foot retail shopping center in
Huntsville, Alabama. The shopping center development is anchored by a Publix
Supermarket, and includes approximately 30,000 square feet of small shop space.
Project expansion costs for CRLP totaled $4.9 million, which were funded through
advances on CRLP's line of credit. CRLP is a 50% owner in the property through a
joint venture.
Retail Redevelopment Activity
Northdale Court--During the fourth quarter of 1999, CRLP began the
redevelopment of Northdale Court, a 192,726 square foot strip center located in
Tampa, Florida. Project redevelopment costs are expected to total $5.9 million
and will be funded through advances on CRLP's line of credit. CRLP expects to
complete the redevelopment during the second quarter of 2001.
Brookwood Village Mall--During the third quarter of 1999, CRLP began
the redevelopment and expansion of Brookwood Village Mall, an enclosed mall
located in Birmingham, Alabama. The renovations will include a grand entrance
offering valet parking, natural lighting through the use of skylights, custom
light fixtures, stone flooring, and plush area carpeting. The mall will also
offer an upscale selection of merchants as new tenants, restaurants, and
entertainment venues are added. Project redevelopment and expansion costs are
expected to total $50.2 million and will be funded through CRLP's unsecured line
of credit. CRLP expects to complete the redevelopment and expansion during the
fourth quarter of 2001.
Financing Activity
During 2000, CRLP funded a portion of its acquisitions and developments
through the issuance of debt securities. During 2000, CRLP completed the
following debt transactions:
Debt Offerings
Gross
Type of Proceeds
Date Note Maturity Rate (in thousands)
- ----------------- ------------------- -------------------------- ---------------
February Medium-term February, 2005 8.82% $ 25,000
February Medium-term February, 2010 8.80% 20,000
March Medium-term March, 2010 8.80% 5,000
December Medium-term December, 2010 8.08% 10,000
December Medium-term December, 2010 8.05% 10,000
During March 2000, CRLP increased the borrowing capacity under its
unsecured line of credit from $250 million to $300 million. The credit facility,
which is used by CRLP primarily to finance additional property investments,
bears interest at LIBOR plus 115 basis points, is renewable in March 2003, and
provides for a two-year amortization in the case of non-renewal. The line of
credit agreement includes a competitive bid feature that will allow CRLP to
convert up to $150 million under the line of credit to a fixed rate, for a fixed
term not to exceed 90 days. As of December 31, 2000, the balance outstanding on
CRLP's line of credit was $214.4 million.
Business Strategy
The general business strategy of the Company and CRLP is to generate
stable and increasing cash flow and portfolio value for its shareholders and
unitholders. The Company and CRLP has implemented this strategy principally by
(i) realizing growth in income from its existing portfolio of properties, (ii)
developing, expanding, and selectively acquiring additional multifamily, office,
and retail properties in growth markets located in the Sunbelt region of the
United States, where the Company and CRLP has first-hand knowledge of growth
patterns and local economic conditions, (iii) managing its own properties, which
has enabled it to better control operating expenses and establish long-term
relationships with its office and retail tenants, (iv) maintaining its
third-party property management business, which has increased cash flow and
established additional relationships with tenants, and (v) employing a
comprehensive capital maintenance program to maintain properties in first-class
condition. The Company and CRLP's business strategy and the implementation of
that strategy are determined by the Company's board of trustees and may be
changed from time to time.
Financing Strategy
CRLP's strategy is to maintain coverage ratios in order to sustain its
investment grade status. CRLP's total market capitalization as of December 31,
2000, was $2.2 billion, and its ratio of debt to total market capitalization was
52.7%. We calculate debt to total market capitalization as total debt as a
percentage of total debt, including preferred units, plus the market value of
our outstanding common shares of beneficial interest and the outstanding units.
At December 31, 2000, CRLP's total debt of $1.18 billion included fixed-rate
debt of $1.04 billion, or 87.9% of total debt, and floating-rate debt of $143.0
million, or 12.1% of total debt. Certain loan agreements of CRLP contain
restrictive covenants, which among other things require maintenance of various
financial ratios. At December 31, 2000, CRLP was in compliance with these
covenants.
CRLP entered into several different hedging transactions in an effort
to manage exposure to changes in interest rates. As a matter of policy, CRLP
never engages in speculative hedging, but uses plain vanilla type,
over-the-counter derivative instruments that are commonly used by public
companies in corporate America to meet similar hedging objectives.
On February 10, 2000, CRLP entered into two interest-rate swap
agreements on $50 million of its' medium term notes. Under the terms of the
agreements, CRLP received a fixed interest rate of 7.37% and was required to pay
one- month LIBOR. On October 25, 2000, CRLP terminated the swap agreements and
received $1.5 million. This premium will be amortized over the remaining term of
the notes. An interest rate swap in the amount of $125 million is in place on
CRLP's line of credit effective October 25, 2000. The swap fixes the rate on the
floating-line for one year at a rate of 7.66%.
To reduce interest costs and to take advantage of the favorable
interest rate environment, CRLP engaged in an interest rate swap agreement on
$30.2 million of amortizing variable rate debt, and fixed the rate on the debt
to 6.79% for five years. In anticipation of a debt offering six months hence,
CRLP entered into a forward-starting swap for $32.5 million, thereby locking in
a fixed rate of 6.20%. Additionally, CRLP purchased an interest rate cap in
order to limit the degree to which interest rates may rise over the next two
years. The cap covers $30.4 million of LIBOR-based debt at 11.20% through June
30, 2003.
CRLP may from time to time reevaluate its borrowing policies in light
of then current economic conditions, relative costs of debt and equity capital,
market values of properties, growth and acquisition opportunities, and other
factors. CRLP may modify its borrowing policy and may increase or decrease its
ratio of debt to total market capitalization. To the extent that the board of
trustees of CRLP determines to seek additional capital, CRLP may raise such
capital through additional equity offerings, debt financings, asset
dispositions, or retention of cash flow (subject to provisions in the Internal
Revenue Code of 1986, as amended, (the "Code") requiring the distribution by a
REIT of a certain percentage of taxable income and taking into account taxes
that would be imposed on undistributed taxable income) or a combination of these
methods.
Property Management
CRLP is experienced in the management and leasing of multifamily,
office, and retail properties and believes that the management and leasing of
its own portfolio has helped the Properties maintain consistent income growth
and has resulted in reduced operating expenses from the Properties. The
third-party management, leasing, and brokerage businesses conducted through the
Management Corporation have provided CRLP both with a source of cash flow that
is relatively stable and with the benefits of economies of scale in conjunction
with the management and leasing of its own properties. These businesses also
allow CRLP to establish additional relationships with tenants who may require
additional office or retail space and to identify potential acquisitions.
Operational Structure
Multifamily Division--CRLP's multifamily division is responsible for
all aspects of multifamily operations, including day-to-day management and
leasing of the 53 Multifamily Properties, as well as the provision of
third-party management services for apartment communities in which CRLP does not
have an ownership interest or has a non-controlling ownership interest. The
multifamily division utilizes centralized functions of accounting, information
technology, due diligence and administrative services. Decisions for investments
in acquisitions and developments and for dispositions are also centralized.
Office Division--CRLP's office division is responsible for all aspects
of CRLP's commercial office operations, including the provision of management
and leasing services for the 17 Office Properties, as well as the provision of
third-party management services for office properties in which CRLP does not
have an ownership interest and for brokerage services in other office property
transactions. The office division utilizes centralized functions of accounting,
information technology, due diligence and administrative services. Decisions for
investments in acquisitions and developments and for dispositions are also
centralized.
Retail Division--CRLP's retail division is responsible for all aspects
of CRLP's retail operations, including the provision of management and leasing
services for the 45 Retail Properties, as well as the provision of third-party
management services for retail properties in which CRLP does not have an
ownership interest and for brokerage services in other retail property
transactions. The retail division utilizes centralized functions of accounting,
information technology, due diligence and administrative services. Decisions for
investments in acquisitions and developments and for dispositions are also
centralized.
Employees
CRLP employs approximately 1,000 persons, including on-site property
employees who provide services for the Properties that CRLP owns and/or manages.
Tax Status
CRLP has no provision for income taxes since all taxable income or loss
or tax credits are passed through to the partners. The Company has made an
election to be taxed as a REIT under Sections 856 through 860 of the Code,
commencing with its taxable year ending December 31, 1993. If the Company
qualifies for taxation as a REIT, the Company generally will not be subject to
Federal income tax to the extent it distributes at least 90% of its REIT taxable
income to its shareholders. Even if the Company qualifies for taxation as a
REIT, the Company may be subject to certain state and local taxes on its income
and property and to federal income and excise taxes on its undistributed income.
RISK FACTORS
Set forth below are the risks that we believe are material to investors
who purchase or own our units of limited partnership interest. Our units are
redeemable for cash or, at the election of Colonial Properties Trust, on a
one-for-one basis for Colonial Properties Trust's shares of beneficial interest.
Our assets may not generate sufficient income to pay our expenses, and
we may not be able to control our operating costs
If our assets do not generate income sufficient to pay our expenses and
maintain our properties, or if we do not adequately control our operating costs,
we may not be able to pay our expenses, maintain our properties or service our
debt. A number of factors may adversely affect our ability to generate
sufficient income. These factors include:
o whether or not we can attract tenants at favorable rental rates, which will
depend on several factors, including:
-- local conditions such as an oversupply of, or reduction
in demand for, multifamily, retail or office properties;
-- the attractiveness of our properties to residents,
shoppers and tenants, and
-- decreases in market rental rates;
o our ability to collect rent from our tenants.
Factors that may adversely affect our operating costs include:
o the need to pay for insurance and other operating costs, including real
estate taxes, which could increase over time;
o the need periodically to repair, renovate and relet space;
o the cost of compliance with governmental regulation, including zoning
and tax laws;
o the potential for liability under applicable laws;
o interest rate levels; and
o the availability of financing.
Our expenses may remain constant even if our revenues decrease
The expense of owning and operating a property is not necessarily reduced
when circumstances such as market factors and competition cause a reduction in
income from the property. As a result, if revenues drop, we may not be able to
reduce our expenses accordingly. Loan payments are an example of a cost that
will not be reduced if our revenues decrease. If a property is mortgaged and we
are unable to meet the mortgage payments, the lender could foreclose on the
mortgage and take the property, resulting in a further reduction in revenues.
We may be unable to renew leases or relet space as leases expire
If our tenants decide not to renew their leases upon their expiration, we
may not be able to relet the space. Even if the tenants do renew or we can relet
the space, the terms of renewal or reletting, including the cost of required
renovations, may be less favorable than current lease terms. If we are unable to
renew the leases or relet the space promptly, or if the rental rates upon
renewal or reletting are significantly lower than expected rates, then our cash
flow will be adversely affected.
We depend on local economic conditions in our primary markets
All of our properties are located in the Sunbelt region of the United
States, and 49 of our properties are located in Birmingham and Montgomery,
Alabama, Orlando, Florida and Macon, Georgia. Our performance and ability to pay
our expenses, maintain our properties and service our debt could be adversely
affected by economic conditions in the Sunbelt region and in Birmingham,
Montgomery, Orlando and Macon in particular.
New acquisitions and developments may fail to perform as expected
Assuming we are able to obtain capital on commercially reasonable terms, we
intend to selectively acquire multifamily, retail or office properties where we
perceive investment opportunities that are consistent with our business
strategies. Newly acquired properties may fail to perform as expected. We may
underestimate the costs necessary to bring an acquired property up to the
standards we have established for its intended market position. In addition, we
may not be in a position or have the opportunity in the future to make suitable
property acquisitions on favorable terms.
Competition for acquisitions could result in increased prices for
properties
We expect other major real estate investors with significant capital to
compete with us for attractive investment opportunities. These competitors
include publicly traded REITs, private REITs, investment banking firms and
private institutional investment funds. This competition could increase prices
for multifamily, retail or office properties.
Our development and expansion activities may result in significant
costs, and new properties may be slow to generate income
We intend to continue to develop new properties and expand existing
properties where we believe that development or expansion is consistent with our
business strategies. New projects subject us to a number of risks, including the
risks that:
o construction delays or cost overruns may increase project costs;
o permanent debt or equity financing may not be available on acceptable
terms to finance new development or expansion projects;
o we may fail to meet anticipated occupancy or rent levels;
o we may fail to secure required zoning, occupancy or other governmental
permits and authorizations; and
o changes in applicable zoning and land use laws may require us to
abandon projects prior to their completion, resulting in the loss
of development costs incurred up to the time of abandonment.
Because real estate investments are illiquid, we may not be able to
sell properties when appropriate
Real estate investments generally cannot be sold quickly. We may not be
able to vary our portfolio promptly in response to economic or other conditions.
This inability to respond to changes in the performance of our investments could
adversely affect our ability to service our debt.
Environmental problems are possible and can be costly
Federal, state and local laws and regulations relating to the protection of
the environment may require a current or previous owner or operator of real
property to investigate and clean up hazardous or toxic substances or petroleum
product releases at the property, without regard to whether the owner or
operator knew or caused the presence of the contaminants. If unidentified
environmental problems arise at one of our properties, we may have to make
substantial payments to a governmental entity or third parties for property
damage and for investigation and clean-up costs. Even if more than one person
may have been responsible for the contamination, we may be held responsible for
all of the clean-up costs incurred. Our liability under environmental laws could
adversely affect our cash flow and our ability to service our debt.
At one of our properties, the Gadsden Mall in Gadsden, Alabama, four
underground storage tanks were removed in 1989. In connection with the removal
of these gasoline storage tanks, associated petroleum contamination was
discovered in the soil and groundwater. Because the tanks were registered with
the Alabama Department of Environmental Management and the facility was in
compliance with regulations prior to the incident, we have been reimbursed under
the Alabama Underground Storage Tank Trust Fund for the costs incurred to date
in connection with the ongoing cleanup, and we expect to be reimbursed for the
remaining costs as well. We have received a "no further action" letter from the
Alabama Department of Environmental Management.
On December 29, 1998, we acquired Bel Air Mall in Mobile, Alabama. During
the course of our environmental due diligence, we identified several different
areas of the property in which contamination is present. One of those areas
involves drycleaner solvent; the others involve petroleum contamination. The
Alabama Department of Environmental Management is overseeing the investigation
and cleanup of the drycleaner contamination. It is possible that a claim could
be asserted against us, as owner of the property, for the investigation and
remediation of the contamination. Under the terms of the purchase and sale
agreement, the former owner of the property purchased a $10 million insurance
policy and established escrow accounts totaling $1,275,000 to cover the costs
associated with investigating and remediating the contaminated areas. In
addition, subject to limitations, the seller will be performing all required
remediation of the drycleaner contamination.
In December of 2000, an environmental consulting firm performed an
environmental assessment of one of our properties, the Colonial Promenade
Tuskawilla shopping center in Winter Springs, Florida. The environmental
assessment indicated that an area of the property and the groundwater beneath it
was contaminated with drycleaner solvent from a drycleaning facility located on
the property. The environmental consultant has suggested further evaluation of
the property to determine whether the contamination can or should be remediated.
Although the site of the drycleaning facility has been accepted into a
Drycleaner Solvent Cleanup Program funded by the Florida Department of
Environmental Protection, at this time, we do not know whether the site will be
remediated under this program. It is possible that claims related to the
contamination could be asserted against us, as owner of the property, including
for the investigation and remediation of contamination.
Some potential losses are not covered by insurance
We carry comprehensive liability, fire, extended coverage and rental loss
insurance on all of our properties. We believe the policy specifications and
insured limits of these policies are adequate and appropriate. There are,
however, certain types of losses, such as lease and other contract claims, that
generally are not insured. Should an uninsured loss or a loss in excess of
insured limits occur, we could lose all or a portion of the capital we have
invested in a property, as well as the anticipated future revenue from the
property. In such an event, we might nevertheless remain obligated for any
mortgage debt or other financial obligations related to the property.
Debt financing, financial covenants, our degree of leverage and increases in
interest rates could adversely affect our economic performance
Scheduled debt payments could adversely affect our financial condition
Our business is subject to risks normally associated with debt financing.
If principal payments due at maturity cannot be refinanced, extended or paid
with proceeds of other capital transactions, such as new equity capital, our
cash flow will not be sufficient in all years to repay all maturing debt. If
prevailing interest rates or other factors at the time of refinancing, such as
the possible reluctance of lenders to make commercial real estate loans, result
in higher interest rates, increased interest expense would adversely affect cash
flow and our ability to service our debt.
Our obligation to comply with financial covenants in our debt
agreements could restrict our range of operating activities
Our credit facility contains customary restrictions, requirements and other
limitations on our ability to incur debt, including:
o debt to assets ratios;
o secured debt to total assets ratios;
o debt service coverage ratios; and
o minimum ratios of unencumbered assets to unsecured debt.
The indenture under which our senior unsecured debt is issued contains
financial and operating covenants including coverage ratios. Our indenture also
limits our ability to:
o incur secured and unsecured indebtedness;
o sell all or substantially all or our assets; and
o engage in mergers, consolidations and acquisitions.
Our degree of leverage could limit our ability to obtain additional
financing
Our "debt to market capitalization" ratio, which we calculate as total debt
as a percentage of total debt plus the market value of outstanding units, was
approximately 52.7% as of December 31, 2000. Increases in our leverage could
adversely affect our ability to obtain additional financing in the future for
working capital, capital expenditures, acquisitions, development or other
general corporate purposes, and may make us more vulnerable to a downturn in
business or the economy generally.
Rising interest rates could adversely affect our cash flow
Advances under our credit facility bear interest at a rate of 115 basis
points above LIBOR. We may borrow additional money with variable interest rates
in the future, and may enter into other transactions to limit our exposure to
rising interest rates as appropriate and cost effective. Increases in interest
rates, or the loss of the benefits of hedging agreements, would increase our
interest expense, which would adversely affect cash flow and our ability to
service our debt.
Some of our general partner's trustees and officers have conflicts of interest
and could exercise influence in a manner inconsistent with holders of interests
in the Company
As a result of their substantial ownership of units, Messrs. Thomas Lowder,
the Company's Chairman of the Board, Chief Executive Officer and President, and
James Lowder, Harold Ripps, Herbert Meisler, M. Miller Gorrie, and William
Johnson, each of whom is a trustee of the Company, might seek to exert influence
over our decisions as to sales or refinancings of particular properties we own.
Any such exercise of influence might produce decisions that are not in the best
interest of all of the holders of interests in the Company.
The Lowder family, which includes Thomas and James Lowder, who are
brothers, and their affiliates, holds interests in companies that have performed
construction, management, insurance brokerage and other services with respect to
our properties. These companies may perform similar services for us in the
future. As a result, the Lowder family may realize benefits from transactions
between such companies and the Company that are not realized by other holders of
interests in the Company. In addition, Thomas and James Lowder, as trustees of
the Company, may be in a position to influence the Company to do business with
companies in which the Lowder family has a financial interest. Our policies may
not be successful in eliminating the influence of conflicts. Moreover,
transactions with companies controlled by the Lowder family, if any, may not be
on terms as favorable to us as we could obtain in an arms-length transaction
with a third party.
We are dependent on external sources of capital
To qualify as a REIT, Colonial Properties Trust must distribute to our
shareholders each year at least 90% of our REIT taxable income, excluding any
net capital gain. Because of these distribution requirements, it is not likely
that we will be able to fund all future capital needs from income from
operations. We therefore will have to rely on third-party sources of capital,
which may or may not be available on favorable terms or at all. Our access to
third-party sources of capital depends on a number of things, including the
market's perception of our growth potential and our current and potential future
earnings. Moreover, additional equity offerings may result in substantial
dilution of our shareholders' interests, and additional debt financing may
substantially increase our leverage.
We may change our business policies in the future
Our major policies, including our policies with respect to development,
acquisitions, financing, growth, operations, debt capitalization and
distributions, are determined by the Company's board of trustees. Although it
has no present intention to do so, the board may amend or revise these and other
policies from time to time. A change in these policies could adversely affect
our financial condition, results of operations or ability to service debt.
Colonial Properties Trust intends to qualify as a REIT, but we cannot guarantee
that it will qualify
We believe that Colonial Properties Trust has qualified for taxation as
a REIT for federal income tax purposes commencing with our taxable year ended
December 31, 1993. If Colonial Properties Trust qualifies as a REIT, it
generally will not be subject to federal income tax on our income that it
distributes to its shareholders. Colonial Properties Trust plans to continue to
meet the requirements for taxation as a REIT, but it may not qualify. Many of
the REIT requirements are highly technical and complex. The determination that
it is a REIT requires an analysis of various factual matters and circumstances
that may not be totally within its control. For example, to qualify as a REIT,
at least 95% of its gross income must come from sources that are itemized in the
REIT tax laws. Colonial Properties Trust generally is prohibited from owning
more than 10% of the voting securities or more than 10% of the value of the
outstanding securities of any one issuer, subject to certain exceptions,
including an exception with respect to corporations electing to be "taxable REIT
subsidiaries," and it is also required to distribute to shareholders at least
90% of its REIT taxable income, excluding capital gains. The fact that it holds
most of its assets through CRLP further complicates the application of the REIT
requirements. Even a technical or inadvertent mistake could jeopardize its REIT
status. Furthermore, Congress and the Internal Revenue Service might make
changes to the tax laws and regulations, and the courts might issue new rulings
that make it more difficult, or impossible, for it to remain qualified as a
REIT. We do not believe, however, that any pending or proposed tax law changes
would jeopardize its REIT status.
If Colonial Properties Trust failed to qualify as a REIT, it would be
subject to federal income tax at regular corporate rates. Also, unless the
Internal Revenue Service granted it relief under certain statutory provisions,
it would remain disqualified as a REIT for the four years following the year it
first failed to qualify. If it failed to qualify as a REIT, it would have to pay
significant income taxes and would therefore have less money available for
investments or for distributions to shareholders. This would likely have a
significant adverse affect on the value of its common shares. In addition, it
would no longer be required to make any distributions to shareholders, but it
would still be required to distribute quarterly substantially all of our net
cash revenues to our unitholders.
Item 2. Properties.
General
As of December 31, 2000, CRLP's real estate portfolio consisted of 115
operating properties consisting of whole or partial ownership interests, located
in nine states in the Sunbelt region of the United States. CRLP acquired 36
properties in connection with the Formation Transactions, and acquired or
developed 94 properties since CRLP's initial public offering ("IPO"). Since
CRLP's IPO, CRLP has developed 22 additional Multifamily Properties, three
Office Properties, three Retail Properties, and has disposed of fifteen
properties. Additionally, CRLP maintains non-controlling partial interests of
15% to 50% in 13 operating properties. The 115 Properties owned by CRLP at
December 31, 2000 consisted of 53 Multifamily Properties, 17 Office Properties,
and 45 Retail Properties, as described in more detail below.
Summary of Properties
Total 2000 Percent of
Units/ Property Total 2000 Percentage
Number of GLA/ Revenue (2) Property Occupancy at
Type of Property Properties NRA (1) (in thousands) Revenue (2) Dec. 31, 2000 (3)
- ---------------------- ----------- ------------- --------------- ------------ ------------------
Multifamily 53 17,189 (4) $ 118,807 37.9% 94.0%
Office 17 3,244,369 (5) $ 49,755 15.9% 94.6%
Retail 45 15,183,938 (6) $ 143,914 46.2% 90.2%
----------- --------------- ------------
Total 115 $ 312,476 100.0%
=========== =============== ============
(1) Units (in this table only) refers to multifamily apartment units, GLA
refers to gross leasable area of retail space and NRA refers to net
rentable area of office space. Information is presented as of December
31, 2000.
(2) Includes CRLP's proportionate unit of revenue from those Multifamily,
Office and Retail Properties accounted for under the equity method, and
CRLP's unit of the properties disposed of in 2000.
(3) Excludes the units/square feet of development or expansion phases of
five Multifamily Properties, and three Retail Properties that had not
achieved stabilized occupancy as of December 31, 2000.
(4) Amount includes 2,833 units in which CRLP maintains a 15.0% ownership
interest.
(5) Amount includes 29,737 square feet in which CRLP maintains a 33.33%
ownership interest.
(6) Amount includes 1,466,214 square feet in which CRLP maintains a 50.0%
ownership interest.
Multifamily Properties
The 53 Multifamily Properties owned by CRLP at December 31, 2000,
contain a total of 17,189 garden-style apartments and range in size from 104 to
1,080 apartment units. Fourteen of the Multifamily Properties were acquired by
CRLP in connection with the Formation Transactions, and 29 Multifamily
Properties have been acquired since the IPO. Also, since the IPO, CRLP has
developed 19 additional Multifamily Properties and disposed of nine Multifamily
Properties. Twenty-four Multifamily Properties (containing a total of 8,329
apartment units) are located in Alabama, 15 Multifamily Properties (containing a
total of 5,338 apartment units) are located in Florida, nine Multifamily
Properties (containing a total of 1,938 apartments units) are located in
Georgia, two Multifamily Property (containing a total of 498 apartment units)
are located in Mississippi, two Multifamily Properties (containing a total of
764 apartment units) are located in South Carolina, and one Multifamily Property
(containing 322 apartment units) is located in Texas. Each of the Multifamily
Properties is established in its local market and provides residents with
numerous amenities, which may include a swimming pool, exercise room, jacuzzi,
clubhouse, laundry room, tennis court(s), and/or a playground. All of the
Multifamily Properties are managed by CRLP.
The following table sets forth certain additional information relating
to the Multifamily Properties as of and for the year ended December 31, 2000.
Multifamily Properties
Total
Average Multifamily Percent of
Year Number Approximate Rental Property Total 2000
Multifamily Completed of Rentable Area Percent Rate Revenue for Property
Property (1) Location (2) Units (3) (Square Feet) Occupied Per Unit 2000 Revenue (4)
- ------------------------- -------------- ----------- ----------- ------------- -------- ---------------------- -----------
Alabama:
CG at Edgewater Huntsville 1990 500 541,650 96.0% $ 674 $ 3,849,080 1.2%
CG at Galleria Birmingham 1986/96 1,080 1,195,186 93.7% 629 7,369,015 2.4%
CG at Galleria Woods Birmingham 1994 244 260,720 98.8% 666 1,874,783 0.6%
CG at Liberty Park Birmingham 2000 300 338,684 (7) 983 1,566,140(6) 0.5%
CG at Madison Huntsville 2000 336 354,592 96.0% 753 2,328,694(6) 0.7%
CG at Mountain Brook (8) Birmingham 1987/91 392 392,700 89.0% 700 444,057 0.1%
CG at Promenade Montgomery 2000 384 424,372 (7) 796 2,186,472(6) 0.7%
CG at Riverchase Birmingham 1984/91 468 745,840 89.0% 792 3,891,779 1.2%
CG/CV at Inverness Lakes (8) Mobi1e 1983/96 498 506,386 88.0% 622 1,923,424 0.6%
Colony Park Mobile 1975 201 129,600 95.0% 433 913,353 0.3%
CV at Ashford Place Mobile 1983 168 139,128 90.0% 535 967,104 0.3%
CV at Cahaba Heights (8) Birmingham 1992 125 131,230 95.2% 732 153,897 0.0%
CV at Hillcrest Mobile 1981 104 114,400 96.2% 633 767,491 0.2%
CV at Hillwood (8) Montgomery 1984 160 150,912 90.1% 578 568,061 0.2%
CV at Huntleigh Woods Mobile 1978 233 199,052 92.7% 480 1,232,102 0.4%
CV at Inverness Birmingham 1986/87/90 586 491,072 94.9% 598 3,861,766 1.2%
CV at McGehee Place Montgomery 1986/95 468 404,188 89.1% 569 2,784,836 0.9%
CV at Monte D'Oro Birmingham 1977 200 295,840 99.0% 716 1,631,055 0.5%
CV at Research Park Huntsville 1987/94 736 809,344 93.0% 611 5,042,642 1.6%
CV at Rocky Ridge (8) Birmingham 1984 226 258,900 97.0% 640 867,662 0.3%
CV at Trussville Birmingham 1996/97 376 410,340 90.8% 715 3,068,526 1.0%
Patio Auburn 1966/83/84 240 179,040 90.0% 427 1,161,287 0.4%
Ski Lodge Tuscaloosa Tuscaloosa 1976/92 304 273,056 95.6% 424 1,542,669 0.5%
----------- ---------- ------- ------- ----------- ------
Subtotal - Alabama (24 Properties) 8,329 8,746,232 93.0% 646 49,995,895 15.9%
----------- ---------- ------- ------- ----------- ------
Florida:
CG at Bayshore Bradenton 1997 376 368,870 97.0% 747 3,389,712 1.1%
CG at Carrollwood Tampa 1966 244 286,080 97.0% 853 2,418,409 0.8%
CG at Citrus Park Tampa 1999 176 200,288 89.9% 899 1,895,355 0.6%
CG at Cypress Crossing Orlando 1999 250 314,596 96.0% 985 2,910,885 0.9%
CG at Gainesville Gainesville 1989/93/94 560 488,624 97.9% 725 5,089,097 1.6%
CG at Heather Glen Orlando 2000 448 524,074 (7) 900 3,144,841(6) 1.0%
CG at Heathrow Orlando 1997 312 370,028 96.2% 919 3,386,935 1.1%
CG at Hunter's Creek Orlando 1997 496 624,464 96.0% 905 5,083,958 1.6%
CG at Lakewood Ranch Sarasota 1999 288 301,656 97.9% 930 3,274,830 1.0%
CG at Palm Aire Sarasota 1991 2,402,980 (9) 0.8%
CG at Palma Sola Bradenton 1992 340 291,796 98.2% 725 2,908,172 0.9%
CG at Ponte Vedra (8) Jacksonville 1988 240 211,640 96.0% 743 297,565 0.1%
CV at Cordova Pensacola 1983 152 116,400 92.0% 529 907,986 0.3%
CV at Lake Mary Orlando 1991/95 504 431,396 97.0% 698 4,273,558 1.4%
CV at Oakleigh Pensacola 1997 176 185,680 98.8% 746 1,580,681 0.5%
CG at Town Park Orlando (7) (7) 53,226 0.0%
CV at River Hills (8) Tampa 1991/97 776 690,312 93.7% 648 864,055 0.3%
----------- ---------- ------- ------- ----------- ------
Subtotal - Florida (15 Properties) 5,338 5,405,904 96.5% 788 43,882,245 14.0%
----------- ---------- ------- ------- ----------- ------
Georgia:
CG at Barrington Club (8) Macon 1996 176 191,940 97.7% 726 212,309 0.1%
CG at Spring Creek Macon 1992/94 296 328,032 96.7% 650 2,260,209 0.7%
CG at Wesleyan Macon 1997 328 382,946 93.0% 702 2,712,601 0.9%
CV at North Ingle Macon 1983 140 133,338 95.0% 577 893,065 0.3%
CV at Stockbridge (8) Stockbridge 1993/94 240 253,200 94.8% 759 315,272 0.1%
CV at Timothy Woods Athens 1996 204 211,444 95.1% 759 1,761,666 0.6%
CV at Vernon Marsh Savannah 1986/87 178 151,226 99.0% 644 1,333,263 0.4%
CV at Walton Way Augusta 1984 256 254,264 (7) 603 1,387,791 0.4%
CV at White Bluff Savannah 1986 120 108,288 99.2% 665 928,658 0.3%
----------- ---------- ------- ------ ----------- ------
Subtotal - Georgia (9 Properties) 1,938 2,014,678 95.9% 680 11,804,834 3.8%
----------- ---------- ------- ------ ----------- ------
Mississippi:
CV at Natchez Trace Jackson 1995/97 328 342,800 85.0% 692 2,540,491 0.8%
CG at The Reservoir Jackson 2000 170 195,604 95.3% 812 1,006,750(6) 0.3%
----------- ---------- ------- ------ ---------- ------
Subtotal - Mississippi (2 Property) 498 538,404 88.5% 733 3,547,241 1.1%
----------- ---------- ------- ------ ---------- ------
South Carolina:
CV at Ashley Plantation Bluffton 1998/2000 414 425,095 91.5% 788 3,798,991(6) 1.2%
CV at Caledon Wood Greenville 1995/96 350 348,305 90.0% 709 2,752,593 0.9%
----------- ---------- ------- ------ ---------- ------
Subtotal - South Carolina (2 Properties) 764 773,400 90.8% 752 6,551,584 2.1%
----------- ---------- ------- ------ ---------- ------
Texas:
CV at Haverhill San Antonio 1997 322 326,914 91.7% 901 3,024,975 1.0%
----------- ---------- ------- ------ ---------- ------
Subtotal - Texas (1 Property) 322 326,914 91.7% 901 3,024,975 1.0%
----------- ---------- ------- ------ ---------- ------
TOTAL (53 Properties) 17,189 17,805,532 94.0% $ 707(5)$118,806,774 37.9%
=========== =========== ======= ====== ============ ======
(footnotes on next page)
(1) All Multifamily Properties are 100% owned by CRLP with the exception of
the properties noted in (8) below. In the listing of Multifamily
Property names, CG has been used as an abbreviation for Colonial Grand
and CV as an abbreviation for Colonial Village.
(2) Year initially completed and, where applicable, year(s) in which
additional phases were completed at the Property.
(3) Units (in this table only) refers to multifamily apartment units.
Number of Units includes all apartment units occupied or available for
occupancy at December 31, 2000.
(4) Percent of Total 2000 Property Revenue represents the Multifamily
Property's proportionate share of all revenue from CRLP's 115
Properties, including the partially owned properties.
(5) Represents weighted average rental rate per unit of the 53 Multifamily
Properties at December 31, 2000.
(6) Represents revenues from the date of CRLP's development/expansion of
this Property in 2000 through December 31, 2000.
(7) Expanded or newly developed property currently undergoing lease-up.
(8) These properties were sold by CRLP during 1999 or 2000 to a joint
venture formed by the Company and an unrelated party. CRLP holds a 15%
non-controlling interest in these joint ventures.
(9) This property was sold during 2000.
The following table sets forth the total number of apartment units,
percent leased and average base rental rate per apartment unit as of the end of
each of the last five years for the Multifamily Properties:
Average Base
Number Percent Rental Rate
Year-End of Units (1) Leased (2) Per Unit
-------- ------------ ----------- --------
December 31, 2000 17,189 94.0% $707
December 31, 1999 16,415 93.9% $688
December 31, 1998 15,381 93.5% $642
December 31, 1997 13,759 93.8% $631
December 31, 1996 13,617 94.8% $579
(1) Units (in this table only) refers to multifamily apartment units owned at
year end, which includes 2,833 units partially owned by CRLP at
December 31, 2000.
(2) Represents weighted average occupancy of the Multifamily Properties that
had achieved stabilized occupancy at the end of the respective period.
Office Properties
The 17 Office Properties owned by CRLP at December 31, 2000, contain a
total of approximately 3.2 million rentable square feet. Fourteen of the Office
Properties are located in Alabama (representing 67% of the office portfolio's
net rentable square feet) , one is located in Atlanta, Georgia and two are
located in Florida. The Office Properties range in size from approximately
34,000 square feet to 698,000 square feet. Five of the Office Properties were
developed by Colonial, three of the Properties were acquired at various times
between 1980 and 1990, eight of the Properties were acquired in 1997 and 1998,
and one of the Properties was acquired in 1999. All of the Office Properties are
managed by CRLP.
The following table sets forth certain additional information relating
to the Office Properties as of and for the year ended December 31, 2000.
Office Properties
Average
Base
Net Rent
Rentable Per Total Office Percent of
Year Area Total Leased Property Total 2000
Office Completed Square Percent Annualized Square Revenue for Property
Property (1) Location (2) Feet Leased Base Rent)(2) Foot 2000 (3) Revenue (4)
- ---------------------------------------- ------------ ----------- -------- -------- -------------- ------- --------- ---------
Alabama:
Interstate Park Montgomery 1982-85/89 226,870 93.4% $ 2,998,197 $ 14.14 $ 3,253,340 0.9%
Riverchase Center Birmingham 1984-88 307,775 90.6% 3,001,218 10.76 3,669,137 1.1%
International Park Birmingham 1987/89 92,911 95.0% 923,319 10.47 1,524,602 0.5%
1800 International Park (7) Birmingham 1999 145,950 88.6% 2,248,236 17.39 1,542,612 0.5%
Colonial Plaza Birmingham 1982 170,870 94.8% 2,899,318 17.90 2,552,547 0.8%
Progress Center Huntsville 1983-91 224,329 97.8% 2,128,162 9.70 2,404,314 0.8%
Lakeside Office Park Huntsville 1989/90 121,271 100.0% 1,670,589 13.78 1,727,568 0.6%
AmSouth Center Huntsville 1990 154,421 86.8% 2,588,088 19.65 3,169,460 1.0%
Colonial Center Research Park Huntsville 1999 133,482 98.2% 2,006,466 15.31 1,931,100 0.6%
250 Commerce St Montgomery 1904/81 37,303 99.3% 415,644 11.22 429,126 0.1%
Anderson Block Montgomery 1981/83 102,671(5) 0.0%
Land Title Bldg. Birmingham 1975 29,737 100.0% 422,433 14.21 158,255 0.1%
Independence Plaza Birmingham 1979 106,135 89.7% 1,424,719 14.97 1,446,024 0.5%
Shades Brook Building Birmingham 1979 34,357 100.0% 544,770 15.86 568,418 0.2%
Emmett R. Johnson Building Birmingham 1982/95 162,842 98.6% 2,830,652 17.63 2,770,505 0.9%
Perimeter Corporate Park Huntsville 1986/89 234,467 88.4% 3,143,997 15.17 3,475,314 1.1%
---------- ------ ------------ ------- ----------- ------
Subtotal-Alabama (14 Properties) 2,182,720 93.4% 29,245,808 14.33 30,724,993 9.8%
---------- ------ ------------ ------- ----------- ------
Florida:
Concourse Center Tampa 1981/85 291,308 97.9% 4,777,704 16.76 4,846,349 1.6%
University Park Plaza Orlando 1985 71,923 75.4% 929,054 17.14 952,601 0.3%
---------- ------ ------------ ------- ---------- -----
Subtotal-Florida (2 Properties) 363,231 93.4% 5,706,758 16.82 5,798,950 1.9%
---------- ------ ------------ ------- ---------- -----
Georgia:
Colonial Center at Mansell Overlook Atlanta 1987/96/97 535,166 99.1% 12,408,720 23.40 11,643,123 3.7%
Colonial Center at Mansell Overlook 300(7)Atlanta 2000 163,252 97.6% 1,588,105(6) 0.5%
---------- ------ ------------ ------- ----------- -----
Subtotal-Georgia (1 Property) 698,418 98.8% 12,408,720 23.40 13,231,228 4.2%
---------- ------ ------------ ------- ----------- -----
TOTAL (17 Properties) 3,244,369 94.6% $47,361,286 $ 16.43 $49,755,171 15.9%
========== ====== ============ ======= =========== =====
(1) All Office Properties are 100% owned by CRLP with the exception of
Land Title Building, which is 33.33% owned by the Company.
(2) Year initially completed and, where applicable, most recent year in which
the Property was substantially renovated or in which an additional phase of
the Property was completed.
(3) Total 2000 Office Property revenue is CRLP's share (based on its
percentage ownership of the property) of total Office Property revenue,
unless otherwise noted. However, amounts exclude $743,950 of straight-line
rents reflected in the Company's Consolidated Financial Statements for the
period ended December 31, 2000.
(4) Percent of Total 2000 Property Revenue represents the Office Property's
proportionate share of all revenue from the Company's 115 Properties.
(5) This property was sold during 2000.
(6) Represents revenues from the date of CRLP's completion of
development of this Property in 2000 through December 31, 2000.
(7) These properties are located within an office complex and are included in
the total as one office property.
The following table sets out a schedule of the lease expirations for
leases in place as of December 31, 2000, for the Office Properties (including
all lease expirations for partially-owned Properties).
Net Rentable Annualized Percent of Total
Year of Number of Area Of Base Rent of Annual Base Rent
Lease Tenants with Expiring Leases Expiring Represented by
Expiration Expiring Leases (Square Feet) (1) Leases (1)(2) Expiring Leases (1)
- ---------------------------------------------------------------------------------------------------
2001 98 348,993 4,859,178 10.3%
2002 98 450,527 7,182,784 15.2%
2003 37 597,245 9,605,022 20.3%
2004 75 443,016 7,040,112 14.9%
2005 117 623,974 9,149,853 19.3%
2006 25 204,421 3,054,491 6.4%
2007 14 105,542 1,660,978 3.5%
2008 6 152,532 2,449,041 5.2%
2009 6 52,749 852,593 1.8%
2010 8 81,261 1,170,379 2.5%
Thereafter 2 23,300 336,855 0.7%
--------------- ---------------- -------------- -------------------
486 3,083,560 $ 47,361,286 100.0%
=============== ================ ============== ===================
(1) Excludes approximately 161,000 square feet of space not leased as of
December 31, 2000.
(2) Annualized base rent is calculated using base rents as of December 31,
2000.
The following sets forth the net rentable area, total percent leased
and average base rent per leased square foot for each of the last five years for
the Office Properties:
Average Base
Rentable Area Total Rent Per Leased
Year-end (Square Feet) (2) Percent Leased Square Foot (1)
-------- ----------------- -------------- ---------------
December 31, 2000 3,244,000 94.6% $16.43
December 31, 1999 3,138,000 93.3% $15.29
December 31, 1998 2,707,000 92.2% $14.58
December 31, 1997 1,859,000 95.5% $12.18
December 31, 1996 1,009,000 97.4% $13.80
- -----------------
(1) Average base rent per leased square foot is calculated using base rents as
of December 31 for each respective year.
(2) Rentable square feet includes 29,737 square feet that is partially owned by
the Company at December 31, 2000.
Retail Properties
The 45 Retail Properties owned by CRLP at December 31, 2000, contain a
total of approximately 15.3 million square feet (including space owned by anchor
tenants). Sixteen of the Retail Properties are located in Alabama, twelve are
located in Florida, seven are located in Georgia, six are located in North
Carolina, one is located in South Carolina, one is located in Tennessee, one is
located in Texas, and one is located in Virginia. The Retail Properties consist
of 17 enclosed regional malls, two power centers, and 26 neighborhood shopping
centers. Twelve of the 45 Retail Properties were originally developed by CRLP,
and 33 were acquired between 1994 and 2000. All of the Retail Properties are
managed by CRLP.
The following table sets forth certain information relating to the
Retail Properties as of and for the year ended December 31, 2000.
Retail Properties
Average
Base
Gross Rent Total
Leasable Per Retail Percent of
Year Area Number Total Leased Property Total 2000
Retail Completed (Square Of Percent Annualized Square Revenue Property
Property (1) Location (2) Feet) (3) Stores Leased (3)Base Rent Foot(4)for 2000(9)Revenue(5)
- ------------------------------------------------------------------------------------------------------------------------------------
Alabama:
Colonial Mall Decatur Decatur 1979/89 494,957 59 87.5% $ 3,645,327 $16.65 $ 5,604,675 1.8%
80,866 (6)
Brookwood Village Birmingham 1973/91 459,234 41 (8) (8) (8) 5,816,304 1.9%
231,953 (6)
Colonial Mall Gadsden Gadsden 1974/91 493,169 62 97.4% 3,403,764 19.07 5,709,371 1.8%
Colonial Mall Auburn/Opelika Auburn 1973/84/89 399,465 61 89.6% 2,722,115 18.23 4,670,902 1.5%
Colonial Promenade Montgomery Montgomery 1990/97 273,196 40 88.9% 2,484,537 14.11 3,190,336 1.0%
145,830 (6)
Colonial Shoppes McGehee Montgomery 1986 98,354 17 86.9% 740,073 12.74 722,559 0.2%
Colonial Promenade Madison Madison 2000 109,857 17 91.7% 1,010,661 13.38 155,581(7)0.0%
Colonial Shoppes Bellwood Montgomery 1988 88,482 20 96.8% 735,803 11.97 746,021 0.2%
Old Springville Birmingham 1982 63,702 12 44.9% 167,269 8.29 261,711 0.1%
Colonial Shoppes Inverness Birmingham 1984 28,243 5 100.0% 439,358 12.66 556,775 0.2%
Olde Town Montgomery 1978/90 38,814 16 86.3% 297,742 10.30 409,529 0.1%
Colonial Promenade Trussvile Birmingham 2000 388,302 21 100.0% 3,268,122 12.98 2,747,865(7)0.9%
Colonial Promenade Tutwiler Farm Birmingham 2000 482,894 16 100.0% 2,564,273 15.05 1,072,409(7)0.3%
Colonial Mall Bel Air Mobile 1966/90/97 1,103,568 106 88.3% 8,377,802 15.86 12,979,999 4.2%
333,990 (6)
Parkway City Mall Huntsville 1975 285,545 26 (8) (8) (8) 1,148,473 0.4%
P&S Building Gadsden 1946/76/91 39,560 1 100.0% 178,020 4.50 178,024 0.1%
------------ ---------------------------------------------------
Subtotal-Alabama (16 Properties) 5,639,981 520 87.5% 30,034,858 14.67 45,970,534 14.8%
------------ ---------------------------------------------------
Florida:
Colonial Promenade University Park Orlando 1986/89 399,128 36 74.7% 2,703,593 14.17 3,213,713 1.0%
Colonial Promenade Tuskawilla Orlando 1990 217,032 27 96.7% 1,417,361 13.47 1,769,342 0.6%
Colonial Promenade Burnt Store Punta Gorda 1990 198,874 29 91.5% 1,308,643 11.45 1,571,843 0.5%
Colonial Promenade Winter Haven Orlando 1986 197,472 23 91.3% 1,347,615 10.60 1,771,274 0.6%
Colonial Promenade Northdale Tampa 1988 175,958 24 (8) 1,689,158 14.68 1,379,347 0.4%
55,000 (6)
Colonial Promenade Bear Lake Orlando 1990 131,552 20 49.1% 1,118,453 10.06 1,105,688 0.4%
Colonial Shoppes Paddock Park Ocala 1988 87,136 17 97.6% 747,671 12.49 890,684 0.3%
Colonial Promenade Bardmoor Village St. Petersburg1981 152,667 30 75.7% 1,223,595 16.29 1,718,962 0.6%
Colonial Promenade Hunter's Creek Orlando 1993/95 222,174 26 98.6% 1,949,243 16.05 2,507,656 0.8%
Colonial Promenade Wekiva Orlando 1990 208,568 26 88.1% 2,017,265 11.76 2,377,718 0.8%
Colonial Promenade Lakewood Jacksonville 1995 193,769 50 91.5% 1,911,106 11.93 2,355,188 0.8%
Orlando Fashion Square Orlando 1973/89/93 709,380 131 90.8% 9,852,519 28.70 8,402,282 2.7%
361,432 (6)
------------ ---------------------------------------------------
Subtotal-Florida (12 Properties) 3,310,142 439 86.2% 27,286,222 18.72 29,063,697 9.3%
------------ ---------------------------------------------------
Georgia:
Colonial Mall Macon Macon 1975/88/97 759,340 158 91.5% 11,134,887 24.45 18,116,078 5.8%
682,160 (6)
Colonial Promenade Beechwood Athens 1963/92 343,569 47 90.6% 2,428,644 11.37 2,948,453 0.9%
Britt David Columbus 1990 109,630 9 17.0% 183,546 12.75 147,944 0.0%
Colonial Mall Lakeshore Gainesville 1984-97 518,410 69 94.8% 3,574,296 17.58 5,851,096 1.9%
Colonial Mall Valdosta Valdosta 1982-85 326,311 57 94.9% 3,177,265 17.06 5,842,008 1.9%
73,723 (6)
Colonial Mall Glynn Place Brunswick 1986 281,989 57 87.5% 2,946,287 18.36 4,562,107 1.5%
225,558 (6)
Village at Roswell Summit Atlanta 1988 25,510 9 100.0% 384,464 14.54 469,685 0.2%
------------ ---------------------------------------------------
Subtotal-Georgia (7 Properties) 3,346,200 406 88.7% 23,829,389 19.43 37,937,371 12.2%
------------ ---------------------------------------------------
North Carolina:
Colonial Mall Burlington Burlington 1969/86/94 413,083 57 94.6% 2,944,431 21.17 5,413,964 1.7%
Colonial Mayberry Mall Mount Airy 1968/86 155,447 22 98.1% 809,112 12.10 1,296,066 0.4%
57,843 (6)
Colonial Mall Greenville Greenville 1965/89/99 415,889 61 92.3% 4,110,623 19.69 5,746,310(7)1.8%
46,051 (6)
Colonial Shoppes Quaker Greensboro 1968/88/97 102,426 29 92.8% 1,237,896 14.50 1,419,228 0.5%
Colonial Shoppes Yadkinville Yadkinville 1971/97 90,917 11 95.1% 683,365 7.17 758,860 0.2%
Colonial Shoppes Stanly Locust 1987/96 46,970 8 100.0% 261,070 8.91 384,373 0.1%
------------ ---------------------------------------------------
Subtotal-North Carolina (6 Properties) 1,328,626 188 94.4% 10,046,497 16.53 15,018,801 4.8%
------------ ---------------------------------------------------
South Carolina:
Colonial Mall Myrtle Beach Myrtle Beach 1986 487,171 72 94.6% 4,454,338 20.94 7,825,563 2.5%
------------ ---------------------------------------------------
Subtotal-South Carolina (1 Property) 487,171 72 94.6% 4,454,338 20.94 7,825,563 2.5%
------------ ---------------------------------------------------
Tennessee:
Rivermont Shopping Center Chattanooga 1986/97 73,539 10 92.2% 378,170 6.43 484,810 0.2%
------------ ---------------------------------------------------
Subtotal-Tennessee (1 Property) 73,539 10 92.2% 378,170 6.43 484,810 0.2%
------------ ---------------------------------------------------
Texas:
Temple Mall Temple 1981/96 466,150 52 82.7% 3,041,570 19.33 2,832,352(7) 0.9%
108,977 (6)
------------ ---------------------------------------------------
Subtotal-Texas (1 Property) 575,127 52 82.7% 3,041,570 19.33 2,832,352 0.9%
------------ ---------------------------------------------------
Virginia:
Colonial Mall Staunton Staunton 1969/86/97 423,152 50 91.2% 2,006,644 11.20 3,491,909 1.1%
Colonial Promenade Abington Abingdon 1987/96 1,288,989(10)0.4%
------------ ---------------------------------------------------
Subtotal-Virginia (1 Property) 423,152 50 93.7% 2,006,644 10.78 4,780,898 1.5%
------------ ---------------------------------------------------
Total (45 Properties) 15,183,938 1,737 90.2%$101,077,688 $17.38$143,914,026 46.2%
============ ====================================================
(footnotes on next page)
(1) All Retail Properties are 100% owned by CRLP, with the exception of
Orlando Fashion Square, Parkway City mall, and Colonial Promenade
Madison, which are owned 50% by CRLP.
(2) Year initially completed and, where applicable, year(s) in which the
Property was substantially renovated or an additional phase of the
Property was completed.
(3) Total GLA includes space owned by anchor tenants, but Percent Leased
excludes such space.
(4) Includes specialty store space only.
(5) Percent of Total 2000 Property Revenue represents the Retail Property's
proportionate share of all revenue from the 115 Properties.
(6) Represents space owned by anchor tenants.
(7) Represents revenues from the date of CRLP's acquisition or
completion of development of the Property in 2000 through December 31,
2000.
(8) This property is currently under redevelopment and is not included in
the property total.
(9) Amounts exclude $900,722 of straight-line rents reflected in the
Company's Consolidated Financial Statements for the period ended
December 31, 2000.
(10) This property was sold during 2000.
The following table sets forth the total gross leasable area, percent
leased and average base rent per leased square foot as of the end of each of the
last five years for the Retail Properties:
Gross Average
Leasable Area Percent Base Rent Per
Year-End (Square Feet) (1) Leased Leased Square Foot (2)
-------- ----------------- ------ ----------------------
December 31, 2000 15,184,000 90.2% $17.38
December 31, 1999 13,947,000 89.9% $16.66
December 31, 1998 11,105,000 91.9% $14.48
December 31, 1997 8,880,000 93.3% $14.38
December 31, 1996 4,856,000 93.8% $14.66
(1) Includes 1,104,782 square feet partially owned by CRLP at
December 31, 2000.
(2) Average base rent per leased square foot is calculated using specialty
store year-end base rent figures.
The following table sets out a schedule of the lease expirations for
leases in place as of December 31, 2000, for the Retail Properties:
Net Rentable Annualized Percent of Total
Year of Number of Area Of Base Rent of Annual Base Rent
Lease Tenants with Expiring Leases Expiring Represented by
Expiration Expiring Leases (Square Feet) (1) Leases (1)(2) Expiring Leases (1)
- -----------------------------------------------------------------------------------------------
2001 339 963,041 11,075,264 11.0%
2002 271 1,031,173 11,278,985 11.2%
2003 117 977,154 9,619,518 9.5%
2004 221 1,364,292 9,215,592 9.1%
2005 212 757,753 7,934,747 7.9%
2006 114 1,289,491 8,526,505 8.4%
2007 112 1,158,540 8,000,418 7.9%
2008 65 496,885 4,828,629 4.8%
2009 68 576,026 6,074,315 6.0%
2010 86 910,620 7,800,544 7.7%
Thereafter 132 4,060,333 16,723,171 16.5%
-------------- --------------- -------------- -------------------
1,737 13,585,308 $ 101,077,688 100.0%
============== =============== ============== ===================
(1) Excludes 1,599,000 square feet of space not leased as of December 31,
2000.
(2) Annualized base rent is calculated using base rents as of December 31,
2000.
Undeveloped Land
CRLP owns various parcels of land, which are held for future
development (collectively, the "Land"). Land adjacent to Multifamily Properties
typically will be considered for potential development of another phase of an
existing Multifamily Property if CRLP determines that the particular market can
absorb additional apartment units. For expansions at Office and Retail
Properties, CRLP owns parcels both contiguous to the boundaries of the
properties, which would accommodate additional office buildings, expansion of
the mall or shopping center, and outparcels which are suitable for restaurants,
financial institutions or free standing retailers.
Property Markets
The table below sets forth certain information with respect to the
geographic concentration of the Properties as of December 31, 2000.
Geographic Concentration of Properties
Percent
Units Total Of Total
(Multifamily) NRA GLA 2000 Property 2000 Property
State (1) (Office)(3) (Retail) (2) Revenue Revenue
- -------------- ---------- ------------ ------------ --------------- ---------------
Alabama 8,329 2,182,720 5,639,981 $126,691,422 40.5%
Florida 5,338 363,231 3,310,142 78,744,892 25.2%
Georgia 1,938 698,418 3,346,200 62,973,433 20.2%
Mississippi 498 -0- -0- 3,547,241 1.1%
North Carolina -0- -0- 1,328,626 15,018,801 4.8%
South Carolina 764 -0- 487,171 14,377,147 4.6%
Tennessee -0- -0- 73,539 484,810 0.2%
Texas 322 -0- 575,127 5,857,327 1.9%
Virginia -0- -0- 423,152 4,780,898 1.5%
---------- ------------ ------------ --------------- ---------------
Total 17,189 3,244,369 15,183,938 $312,475,971 100.0%
========== ============ ============ =============== ===============
(1) Units (in this table only) refer to multifamily apartment units.
(2) GLA refers to gross leaseable area of retail space.
(3) NRA refers to net rentable area of office space.
CRLP believes that the demographic and economic trends and conditions
in the markets where the Properties are located indicate a potential for
continued growth in property net operating income. The Properties are located in
a variety of distinct submarkets within Alabama, Florida, Georgia, Mississippi,
North Carolina, South Carolina, Tennessee, Texas and Virginia. However,
Birmingham, Huntsville and Montgomery, Alabama, Orlando, Tampa and
Sarasota/Bradenton, Florida, and Macon and Atlanta, Georgia, are CRLP's primary
markets. CRLP believes that its markets in these nine states, which are
characterized by stable and increasing population and employment growth, should
continue to provide a steady demand for multifamily, office, and retail
properties.
Mortgage Financing
Certain of the Properties are subject to mortgage indebtedness. The
Properties whose financial results are consolidated in the financial statements
of CRLP are subject to existing mortgage indebtedness and other notes payable in
an aggregate amount as of December 31, 2000, of approximately $1.18 billion
carrying a weighted average interest rate of 7.40% and a weighted average
maturity of 6.0 years. The mortgage indebtedness on the Properties as of
December 31, 2000, is set forth in the table below:
Mortgage Debt and Notes Payable
Anticipated
Annual Debt
Principal Service Estimated
Interest Balance (as of (1/1/01- Maturity Balance Due
Property (1) Rate 12/31/00) 12/31/01) Date (2) on Maturity
- ----------------------------------- ---------- -------------- ------------- ---------- ---------------
Multifamily Properties:
CG at Carrollwood 7.490% $ 10,200,000 $ 763,980 08/27/09 $ 10,200,000
CG at Natchez Trace 7.950% 6,765,576 577,803 09/01/35 47,813
CG at Natchez Trace 8.000% 4,032,900 351,256 02/01/37 29,071
CV at Ashley Plantation 7.980% 15,090,000 1,204,188 07/01/10 15,090,000
CV at Ashley Plantation 6.590% 9,701,819 642,059 07/01/10 (5) 8,681,819
CG at Edgewater 6.810% 22,000,000 1,498,200 12/01/10 22,000,000
CG at Promenade 6.810% 22,950,000 1,562,904 12/01/10 22,950,000
CG at Galleria Woods 6.910% 9,604,541 771,346 07/01/09 8,459,760
CV at Inverness 5.115% 9,900,000 519,800 07/01/26 (2) 9,900,000
CG at Hunters Creek 7.980% 18,999,000 1,516,116 07/01/10 18,999,000
CG at Hunters Creek 6.590% 11,587,399 766,853 07/01/10 (5) 10,477,399
CG at Galleria 5.115% 22,400,000 1,176,136 07/01/26 (2) 22,400,000
CG at Research Park 5.115% 12,775,000 670,691 07/01/26 (2) 12,775,000
CV at White Bluff 5.115% 4,500,000 236,250 07/01/26 (2) 4,500,000
CV at Vernon Marsh 5.115% 3,400,000 178,497 07/01/26 (2) 3,400,000
CV at Lake Mary 7.980% 14,100,000 1,125,180 07/01/10 4,500,000
CV at Lake Mary 6.590% 8,970,697 493,079 07/01/10 (5) 8,010,697
Office Properties:
Interstate Park 8.500% 3,588,151 643,440 08/01/03 2,648,144
Colonial Center at Mansell
Overlook 100 8.250% 17,076,352 1,595,700 01/10/08 13,692,324
Perimeter Corporate Park 8.680% 5,147,131 596,131 12/01/03 4,858,772
Retail Properties:
Colonial Promenade Hunter's Creek 8.800% 9,732,008 10,373,315 10/01/01 9,578,044
Colonial Mayberry Mall 9.220% 3,233,031 3,459,396 10/01/01 3,237,064
Colonial Promenade Montgomery 7.490% 12,250,000 917,520 08/27/09 12,250,000
Rivermont Shopping Center 10.125% 1,470,861 272,670 09/01/08 52,091
Colonial Promenade Unversity Park 7.490% 21,500,000 1,610,352 08/27/09 21,500,000
Village at Roswell Summit 8.930% 1,574,927 170,219 09/01/05 1,401,860
Other debt:
Land Loan 8.000% 578,436 45,760 09/30/02 512,385
Line of Credit 7.790% (3) 214,397,000 20,089,250 04/14/03 (4) 214,397,000
Unsecured Senior Notes 7.500% 65,000,000 67,620,385 07/15/01 65,000,000
Unsecured Senior Notes 8.050% 65,000,000 5,201,865 07/15/06 65,000,000
Unsecured Senior Notes 7.000% 175,000,000 12,136,926 07/15/07 65,000,000
Medium Term Notes 7.050% 50,000,000 3,525,000 12/15/03 50,000,000
Medium Term Notes 7.160% 50,000,000 3,580,000 01/17/03 50,000,000
Medium Term Notes 6.960% 75,000,000 5,220,000 07/26/04 75,000,000
Medium Term Notes 6.960% 25,000,000 1,740,000 08/01/05 25,000,000
Medium Term Notes 6.980% 25,000,000 1,745,000 09/26/05 25,000,000
Medium Term Notes 8.190% 25,000,000 2,047,500 08/01/04 25,000,000
Medium Term Notes 7.930% 57,500,000 4,559,750 08/01/02 57,500,000
Medium Term Notes 8.820% 25,000,000 2,205,000 02/01/05 25,000,000
Medium Term Notes 8.800% 20,000,000 1,760,000 02/01/10 20,000,000
Medium Term Notes 8.800% 5,000,000 440,000 03/01/10 5,000,000
Medium Term Notes 8.050% 10,000,000 805,000 12/01/10 10,000,000
Medium Term Notes 8.080% 10,000,000 808,000 12/01/10 10,000,000
Unamortized Discount on Senior Notes (929,427) (929,381)
-------------- ------------- ---------------
TOTAL $ 1,179,095,401 $ 154,597,267 $ 886,548,242
============== ============= ===============
(1) As noted in the table, certain Properties were developed in phases and
separate mortgage indebtedness may encumber each of the various phases.
In the listing of property names, CG has been used as an abbreviation
for Colonial Grand and CV as an abbreviation for Colonial Village.
(2) The maturity date noted represents the date on which credit enhancement
expires for the tax-exempt municipal bonds put in place as part of the
original financing for the Property. The stated maturity date for the
loans is August 1, 2022.
(3) This line of credit facility bears interest at a variable rate, based
on LIBOR plus a spread of 115 basis points. The facility also includes
a competitive bid feature that allows CRLP to convert up to $150
million under the line of credit to a fixed rate, for a fixed term not
to exceed 90 days. At December 31, 2000, CRLP had $135.0 million
outstanding under the competitive bid feature.
(4) This credit facility has a term of two years beginning in March 2000
and provides for a two-year amortization in the event of non-renewal.
Effective October 25, 2000, CRLP entered an interest rate swap
agreement of $125.0 million on its line of credit, which fixes the rate
on the floating line for one year at a rate of 7.66%.
(5) Represents floating rate debt that has been swapped to a fixed rate of
6.59%.
In addition to the foregoing mortgage debt, the ten Multifamily
Properties, one Office Property and three Retail Properties in which CRLP owns
partial interests (and which therefore are not consolidated in the financial
statements of CRLP) also are subject to existing mortgage indebtedness. CRLP's
pro-rata unit of such indebtedness as of December 31, 2000, was $57,815,743,
which carried a weighted average interest rate of 7.12%. The maturity dates of
these loans range from January 15, 2006 and December 1, 2010, and as of December
31, 2000, the loans had a weighted average maturity of 9.5 years.
Item 3. Legal Proceedings.
Neither CRLP nor the Properties are presently subject to any material
litigation nor, to CRLP's knowledge, is any material litigation threatened
against CRLP or the Properties, other than routine litigation arising in the
ordinary course of business which is expected to be covered by liability
insurance.
Item 4. Submission of Matters to a Vote of Security Holders.
No matters were submitted to CRLP's unitholders during the fourth
quarter of 2000.
PART II
Item 5. Market for Registrant's Common Equity and Related Shareholder
Matters.
There is no established public trading market for the Units. As of
March 12, 2000, there were 119 holders of record of Units.
CRLP has made consecutive quarterly distributions since its formation
in the third quarter of 1993. CRLP's ability to make distributions depends on a
number of factors, including its net cash provided by operating activities,
capital commitments and debt repayment schedules. Holders of Units are entitled
to receive distributions when, as and if declared by the Board of Trustees of
the Company, its general partner, out of any funds legally available for that
purpose.
The following table sets forth the distributions per Unit paid by CRLP
during the periods noted:
Calendar Period Distribution
2000:
First Quarter............................. $ .60
Second Quarter............................ $ .60
Third Quarter............................. $ .60
Fourth Quarter............................ $ .60
1999:
First Quarter............................. $ .58
Second Quarter............................ $ .58
Third Quarter............................. $ .58
Fourth Quarter............................ $ .58
Item 6. Selected Financial Data.
The following table sets forth selected financial and operating
information on a historical basis for CRLP for each of the five years ended
December 31, 2000.
Dollar amounts in thousands, except unit data 2000 1999 1998 1997 1996
- -------------------------------------------------------------------------------------------------------------------------
OPERATING DATA
Total revenue $302,310 $282,248 $ 257,216 $ 184,126 $ 134,881
Expenses:
Depreciation and amortization 63,884 55,185 48,647 23,533 48,647
Other operating expenses 96,893 94,038 87,821 46,819 87,972
Income from operations 141,533 133,025 120,748 87,267 64,529
Interest expense 71,855 57,211 52,063 40,496 24,584
Other income (expense), net 9,865 9,489 (62) 3,069 1,104
Income before extraordinary items 79,543 85,303 68,623 49,840 41,049
Distibutions to preferred unitholders 19,813 18,531 10,938 1,671 -
Net income available to common unitholders 59,312 66,144 57,284 44,519 40,538
Per unit - basic and diluted:
Net income 1.82 1.88 1.64 1.58 1.64
Distributions 2.40 2.32 2.20 2.00 2.20
- -------------------------------------------------------------------------------------------------------------------------
BALANCE SHEET DATA
Land, buildings, and equipment, net $ 1,769,500 $ 1,586,332 $ 1,566,840 $ $ 801,798
Total assets 1,943,547 1,864,146 1,756,548 1,396,660 947,947
Total debt 1,179,095 1,039,863 909,322 702,044 506,435
- -------------------------------------------------------------------------------------------------------------------------
OTHER DATA
Total properties (at end of period) 115 111 106 93 73
Item 7. Management's Discussion and Analysis of Financial Condition
and Results of Operations.
GENERAL
CRLP is the operating partnership 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, office buildings, retail
malls and shopping centers. The Company owns and operates properties in nine
states in the Sunbelt region of the United States. As of December 31, 2000,
CRLP's real estate portfolio consisted of 53 multifamily communities, 17 office
properties, and 45 retail properties.
CRLP manages its business with three separate and distinct operating divisions:
Multifamily, Office, and Retail. 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 Colonial 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 unique synergy allowing CRLP to take advantage of
a variety of investment opportunities.
The following discussion should be read in conjunction with the Consolidated
Financial Statements and Notes to Consolidated Financial Statements appearing
elsewhere in this report. As used herein, the terms "Colonial" or "CRLP"
includes Colonial Properties Trust, and one or more of its subsidiaries
including, among others, CRLP.
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--2000 vs. 1999
In 2000, CRLP experienced growth in revenues and operating expenses, which is
the result of the acquisition and development of 16 properties and the expansion
of 4 properties during 2000 and 1999, net of the disposition of 13 properties
during 2000 and 1999. As a result of the acquisitions, developments, expansions,
and dispositions, CRLP's income from operations increased by $8.5 million, or
6.4%, for 2000 when compared to 1999. On a per share basis, net income is $1.82
for 2000, a 0.6% decrease, compared to $1.83 for 1999. The decrease in net
income available to common shareholders, on a per share basis, is directly
attributable to the increase in depreciation expense as a result of the
acquisition, development, and expansion of 20 properties in 2000 and 1999.
Revenues--Total revenues increased by $20.1 million, or 7.1%, during 2000 when
compared to 1999. Of this increase, $ 16.6 million relates to revenues generated
by properties that were acquired, developed, or expanded during 2000 and 1999,
net of properties disposed. The remaining increase primarily relates to
increases in rental rates at existing properties and lease buyouts during 2000.
The retail division accounts for the majority of the overall revenue increase,
approximately $10.5 million, while the office and multifamily divisions account
for $9.3 million and $0.3 million, respectively. The divisional revenue growth
is primarily attributable to the acquisition, development, and expansion of 12
multifamily properties, 4 office properties, and 4 retail properties, net of the
disposition of 12 multifamily properties and one retail property during 2000 and
1999.
Operating Expenses--Total operating expenses increased by $11.6 million, or
7.7%, during 2000 when compared to 1999. The majority of this increase relates
to additional property operating expenses of $3.6 million and additional
depreciation of $4.1 million associated with properties that were acquired,
developed, or expanded during 2000 and 1999, net of operating expenses of
properties disposed of during 2000 and 1999. Depreciation expense on existing
properties increased by $2.6 million during 2000 when compared to 1999.
Divisional property operating expenses increased by $0.9 million, $4.4 million,
and $5.4 million for the multifamily, office, and retail divisions,
respectively, during 2000 when compared to 1999. The increase in divisional
property operating expenses is primarily attributable to the acquisition,
development, and expansion of 12 multifamily properties, 4 office properties,
and 4 retail properties, net of the disposition of 12 multifamily properties and
one retail property during 2000 and 1999. The remaining change primarily relates
to increases in operating expenses at existing properties.
Other Income and Expenses--Interest expense increased by $14.6 million, or
25.6%, during 2000 when compared to 1999. The increase in interest expense is
primarily attributable to the issuance of $152.5 million in Medium Term Notes
during 2000 and 1999, and the increased usage of CRLP's line of credit in
conjunction with the financing of acquisitions, developments, expansions, and
investment activities.
Results of Operations--1999 vs. 1998
In 1999, CRLP experienced growth in revenues, operating expenses, and net
income, which is the result of the acquisition and development of 21 properties
and the expansion of 6 properties during 1999 and 1998. As a result of the
acquisitions, developments, and expansions, CRLP's net income before dividends
to preferred shareholders increased by $5.6 million, or 11.1%, for 1999 when
compared to 1998. On a per share basis, net income is $1.83 for 1999, a 15.1%
increase, compared to $1.59 for 1998. The increase in net income available to
common shareholders, on a per share basis, is directly attributable to the
acquisition, development, and expansion of properties.
Revenues--Total revenues increased by $25.0 million, or 9.7%, during 1999 when
compared to 1998. Of this increase, $ 18.1 million relates to revenues generated
by properties that were acquired, developed, or expanded during 1999 and 1998.
The remaining increase primarily relates to increases in rental rates at
existing properties and lease buyouts during 1999. The multifamily division
accounts for the majority of the overall revenue increase, approximately $11.3
million, while the office and retail divisions account for $6.4 million and $7.3
million, respectively. The divisional revenue growth is primarily attributable
to the acquisition, development, and expansion of 15 multifamily properties, 8
office properties, and 4 retail properties during 1999 and 1998.
Operating Expenses--Total operating expenses increased by $12.8 million, or
9.4%, during 1999 when compared to 1998. The majority of this increase relates
to additional property operating expenses of $3.5 million and additional
depreciation of $3.9 million associated with properties that were acquired,
developed, or expanded during 1999 and 1998, net of operating expenses of
properties disposed of during 1998. Depreciation expense on existing properties
increased by $2.2 million during 1999 when compared to 1998. Divisional property
operating expenses increased by $7.2 million, $3.4 million, and $1.3 million for
the multifamily, office, and retail divisions, respectively, during 1998 when
compared to 1998. The increase in divisional property operating expenses is
primarily attributable to the acquisition and development of 15 multifamily
properties, 8 office properties, and 4 retail properties during 1999 and 1998.
The remaining change 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 $5.1 million, or 9.9%,
during 1999 when compared to 1998. The increase in interest expense is primarily
attributable to the issuance of $82.5 million in Medium Term Notes, and the
increased usage of CRLP's line of credit in conjunction with the financing of
acquisitions, developments, expansions, and investment activities.
LIQUIDITY AND CAPITAL RESOURCES
During 2000, CRLP invested $125.3 million in the acquisition, development, and
expansion of properties. This acquisition and development activity increased
CRLP's multifamily, office, and retail property holdings. CRLP financed the
growth through proceeds from public offerings of debt totaling $70.0 million
during 2000, advances on its bank line of credit, the issuance of limited
partnership units in CRLP, the proceeds from joint ventures, disposition of
assets, and cash from operations.
During 1999, the Board of Trustees of Colonial Properties Trust authorized a
common unit repurchase program under which CRLP may repurchase up to $150
million of its currently outstanding common units from time to time at the
discretion of management in open market and negotiated transactions. During
2000, CRLP repurchased 1,370,424 units at an all in cost of $37.9 million, which
represents an average purchase price of $27.66 per unit. To date, CRLP has
repurchased 5,983,239 units at an all-in cost of approximately $160 million,
which represents an average purchase price of $26.75. These units are included
within treasury stock, which is a reduction of unitholders' equity. 425,925 of
the units repurchased were reissued to the Board of Trustees and certain members
of management through the Executive Unit Purchase Program. (See Notes to
Consolidated Financial Statements)
Acquisition and Development Activities
Multifamily Properties--During 2000, CRLP completed development of 1,022
apartment units in 5 multifamily communities and acquired land on which it
intends to develop additional multifamily communities during 2000. The aggregate
investment in the multifamily developments during 2000 was $41.6 million. As of
December 31, 2000, CRLP has 984 apartment units in three multifamily communities
under development or redevelopment. Management anticipates that the three
multifamily projects will be completed during 2001. Management estimates that it
will invest an additional $43.4 million to complete these multifamily
communities.
Office Properties--During 2000, CRLP increased its office portfolio by 163,252
square feet with the development of one office building, and completed the
redevelopment of another office building. In addition, CRLP began development on
one office property in Orlando, Florida. The aggregate investment in the office
developments during 2000 was $28.7 million. Management estimates that it will
invest an additional $17.6 million to complete this property.
Retail Properties--During 2000, CRLP added 575,127 square feet of retail
shopping space through the acquisition of an enclosed mall at a net cost of
$25.4 million, and 711,197 square feet as a result of the development of 3
retail properties. In addition, CRLP continued the redevelopment of an enclosed
mall and community shopping center. The aggregate investment in the retail
developments during 2000 was $44.9 million. Management anticipates that it will
invest an additional $47.7 million to complete the retail redevelopments.
Joint Ventures
During 1999, CRLP entered into a joint venture with CMS (CMS/Colonial Joint
Venture I). In connection with this joint venture, CRLP sold the following six
properties: Colonial Village at Stockbridge, Colonial Grand at Barrington Club,
Colonial Grand at Ponte Vedra, Colonial Village at River Hills, Colonial Grand
at Mountain Brook, and Colonial Village at Cahaba Heights. CMS acquired an 85%
interest in the joint venture from CRLP for $80.6 million. CRLP acquired a 15%
interest in the joint venture and will serve as manager of the properties.
Subsequent to formation, the joint venture leveraged the properties for a total
of $73.6 million of non-recourse notes, and the proceeds were distributed
proportionately to the joint venture partners. At December 31, 1999 and 2000,
CRLP had an ending net investment in the joint venture of $2.8 million and $2.4
million, respectively. The joint venture is accounted for using the equity
method.
During 2000, CRLP entered into a second joint venture with CMS (CMS/Colonial
Joint Venture II). In connection with this joint venture, CRLP sold the
following four properties: Colonial Grand at Inverness Lakes, Colonial Village
at Inverness Lakes, Colonial Village at Hillwood, and Colonial Village at Rocky
Ridge. CMS acquired an 85% interest in the joint venture from CRLP for $35.4
million. CRLP acquired a 15% interest in the joint venture and will serve as
manager of the properties. At December 31, 2000, CRLP had an ending net
investment in the joint venture of $1.0 million. The joint venture is accounted
for using the equity method.
Financing Activities
CRLP funded a large portion of its acquisitions, developments, and expansions
through the issuance of debt securities. During 2000, CRLP completed the
following debt transactions:
Debt Offerings
Gross
Type of Proceeds
Date Note Maturity Rate (in thousands)
- ----------------- --------------- -------------------------- ----------------
February, 2000 Medium-term February, 2005 8.82% $ 25,000
February, 2000 Medium-term February, 2010 8.80% 20,000
March, 2000 Medium-term March, 2010 8.80% 5,000
December, 2000 Medium-term December, 2010 8.08% 10,000
December, 2000 Medium-term December, 2010 8.05% 10,000
During March 2000, CRLP increased the borrowing capacity under its unsecured
line of credit from $250 million to $300 million. The credit facility, which is
used by CRLP primarily to finance additional property investments, bears
interest at LIBOR plus 115 basis points, is renewable in March 2003, and
provides for a two-year amortization in the case of non-renewal. The line of
credit agreement includes a competitive bid feature that will allow CRLP to
convert up to $150 million under the line of credit to a fixed rate, for a fixed
term not to exceed 90 days. As of December 31, 2000, the balance outstanding on
CRLP's line of credit was $214.4 million.
At December 31, 2000, CRLP's total outstanding debt balance was $1.18 billion.
The outstanding balance includes fixed rate debt of $1.04 billion, or 87.9%, and
floating-rate debt of $143.0 million, or 12.1%. CRLP's total market
capitalization as of December 31, 2000 was $2.2 billion and its ratio of debt to
total market capitalization was 52.7%. Certain loan agreements of CRLP contain
restrictive covenants, which among other things require maintenance of various
financial ratios. At December 31, 2000, CRLP was in compliance with these
covenants.
CRLP entered into several different hedging transactions in an effort to manage
exposure to changes in interest rates. As a matter of policy, CRLP never engages
in speculative hedging, uses plain vanilla type, over-the-counter derivative
instruments that are commonly used by public companies in corporate America to
meet similar hedging objectives.
On February 10, 2000, CRLP entered into two interest-rate swap agreements on $50
million of its' medium term notes. Under the terms of the agreements, CRLP
received a fixed interest rate of 7.37% and was required to pay one- month
LIBOR. On October 25, 2000, CRLP terminated the swap agreements and received
$1.5 million. This premium will be amortized over the term of the notes. An
interest rate swap in the amount of $125 million is in place on CRLP's line of
credit effective October 25, 2000. The swap fixes the rate on the floating-line
for one year at a rate of 7.66%.
To reduce interest costs and to take advantage of the favorable interest rate
environment, CRLP engaged in an interest rate swap agreement on $30.2 million of
amortizing variable rate debt, and fixed the rate on the debt to 6.79% for five
years. In anticipation of a debt offering six months hence, CRLP entered into a
forward-starting swap for $32.5 million, thereby locking in a fixed rate of
6.20%. Additionally, CRLP purchased an interest rate cap in order to limit the
degree to which interest rates may rise over the next two years. The cap covers
$30.4 million of LIBOR-based debt at 11.20% through June 30, 2003.
CRLP is exposed to credit losses in the event of nonperformance by the
counterparties to its interest rate cap and nonderivative financial assets but
has no off-balance-sheet credit risk of accounting loss. CRLP anticipates,
however, that counterparties will be able to fully satisfy their obligations
under the contracts. CRLP does not obtain collateral or other security to
support financial instruments subject to credit risk but monitors the credit
standing of counterparties.
OUTLOOK
Management intends to maintain CRLP's strength through continued
diversification, while pursuing acquisitions and developments that meet CRLP's
criteria for property quality, market strength, and investment return.
Management will continue to use its line of credit to provide short-term
financing for acquisition, development, and expansion activities and plans to
continue to replace significant borrowings under the bank line of credit with
funds generated from the sale of additional equity securities and 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, developments, and expansions.
In addition to the issuance of equity and debt, management is investigating
alternate financing methods and sources to raise future capital. Private
placements, joint ventures, and non-traditional equity and debt offerings are
some of the alternatives CRLP is contemplating. CRLP continues to work
diligently to improve its credit rating, in order to reduce its cost of raising
future capital.
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, and dividends to shareholders in accordance with
Internal Revenue Code requirements applicable to real estate investment trusts.
INFLATION
Leases at the multifamily properties generally provide for an initial term of
six months to one year and allow for rent adjustments at the time of renewal.
Leases at the office properties typically provide for rent adjustments and the
pass-through of certain operating expenses during the term of the lease.
Substantially all of the leases at the retail properties provide for the
pass-through to tenants of certain operating costs, including real estate taxes,
common area maintenance expenses, and insurance. All of these provisions permit
CRLP to increase rental rates or other charges to tenants in response to rising
prices and, therefore, serve to minimize CRLP's exposure to the adverse effects
of inflation.
Item 7a. Quantitative and Qualitative Disclosures about Market Risk
CRLP is exposed to interest rate changes primarily as a result of its
line of credit and long-term debt used to maintain liquidity and fund capital
expenditures and expansion of the CRLP's real estate investment portfolio and
operations. CRLP's interest rate risk management objective is to limit the
impact of interest rate changes on earnings and cash flows and to lower it's
overall borrowing costs. To achieve its objectives, CRLP borrows primarily at
fixed rates and may enter into derivative financial instruments such as interest
rate swaps, caps and treasury locks in order to mitigate its interest rate risk
on a related financial instrument. CRLP does not enter into derivative or
interest rate transactions for speculative purposes.
The table below presents the principal amounts, weighted average interest rates,
fair values and other terms required by year of expected maturity to evaluate
the expected cash flows and sensitivity to interest rate changes. Also included
is a summary of the CRLP's swap contracts and rate caps at December 31, 2000.
The table incorporates only those exposures that exist as of December
31, 2000; it does not consider those exposures or positions, which could arise
after that date. Moreover, because firm commitments are not presented in the
table above, the information presented therein has limited predictive value. As
a result, CRLP's ultimate realized gain or loss with respect to interest rate
fluctuations will depend on the exposures that arise during the period, CRLP's
hedging strategies at that time, and interest rates.
Item 8. Financial Statements and Supplementary Data.
The following are filed as a part of this report:
Financial Statements:
Consolidated Balance Sheets as of December 31, 2000 and 1999
Consolidated Statements of Income for the years ended December 31,
2000, 1999, and 1998
Consolidated Statements of Partner's Capital for the years ended
December 31, 2000, 1999, and 1998
Consolidated Statements of Cash Flows for the years ended December 31,
2000, 1999, and 1998
Notes to Consolidated Financial Statements
Report of Independent Accountants
COLONIAL REALTY LIMITED PARTNERSHIP
CONSOLIDATED BALANCE SHEETS
(Amounts in Thousands)
December 31, 2000 and 1999
- ------------------------------------------------------------------------
2000 1999
- ------------------------------------------------------------------------
ASSETS
Land, buildings, & equipment, net $1,769,500 $1,586,332
Undeveloped land and construction in progress 81,333 214,043
Cash and equivalents 4,275 4,630
Restricted cash 2,479 2,634
Accounts receivable, net 13,798 10,606
Prepaid expenses 4,086 2,371
Notes receivable 10,524 695
Deferred debt and lease costs 17,581 10,500
Investment in partially owned entities 28,129 24,623
Other assets 11,842 7,712
---------- ----------
$1,943,547 $1,864,146
---------- ----------
LIABILITIES AND PARTNERS' CAPITAL
Notes and mortgages payable $1,179,095 $1,039,863
Accounts payable 482 10,522
Accounts payable to affiliates 1,632 4,651
Accrued interest 14,536 12,901
Accrued expenses 1,859 4,283
Tenant deposits 4,009 4,011
Unearned rent 4,442 2,820
---------- ----------
Total liabilities 1,206,055 1,079,051
---------- ----------
Redeemable units, at redemption value 292,570 255,011
Preferred units:
Series A Preferred Units 125,000 125,000
Series B Preferred Units 100,000 100,000
Partners' capital excluding redeemable units 219,922 305,084
---------- ----------
$1,943,547 $1,864,146
---------- ----------
The accompanying notes are an integral part of these financial statements.
COLONIAL REALTY LIMITED PARTNERSHIP
CONSOLIDATED STATEMENTS OF INCOME
(Amounts in Thousands, Except Per Share Data)
For the Years Ended December 31, 2000, 1999, 1998
- ---------------------------------------------------------------------------------------------------
2000 1999 1998
- ---------------------------------------------------------------------------------------------------
Revenue:
Base rent $ 239,359 $ 225,781 $ 206,234
Base rent from affiliates 1,478 1,144 876
Percentage rent 5,699 4,683 4,002
Tenant recoveries 37,051 32,913 31,573
Other 18,723 17,727 14,531
--------- --------- ---------
Total revenue 302,310 282,248 257,216
--------- --------- ---------
Property operating expenses:
General operating expenses 21,067 20,324 20,590
Salaries and benefits 15,835 14,547 12,600
Repairs and maintenance 28,685 27,664 24,795
Taxes, licenses, and insurance 22,914 23,061 22,312
General and administrative 8,392 8,442 7,524
Depreciation 59,549 52,913 46,841
Amortization 4,335 2,272 1,806
--------- --------- ---------
Total operating expenses 160,777 149,223 136,468
--------- --------- ---------
Income from operations 141,533 133,025 120,748
--------- --------- ---------
Other income (expense):
Interest expense (71,855) (57,211) (52,063)
Income (loss) from partially owned entities 1,700 2,045 (43)
Gains (losses) from sales of property 8,165 7,444 (19)
--------- --------- ---------
Total other expense (61,990) (47,722) (52,125)
--------- --------- ---------
Income before extraordinary items 79,543 85,303 68,623
Extraordinary loss from early extinguishment of debt (418) (628) (401)
--------- --------- ---------
Net income 79,125 84,675 68,222
Distributions to preferred unitholders (19,813) (18,531) (10,938)
--------- --------- ---------
Net income available to common unitholders 59,312 66,144 57,284
--------- --------- ---------
Basic net income per unit:
--------- --------- ---------
Income before extraordinary item $ 1.83 $ 1.90 $ 1.65
Extraordinary loss from early extinguishment of debt (0.01) (0.02) (0.01)
--------- --------- ---------
Net income per common unit $ 1.82 $ 1.88 $ 1.64
--------- --------- ---------
Diluted net income per unit:
--------- --------- ---------
Income before extraordinary item $ 1.83 $ 1.90 $ 1.65
Extraordinary loss from early extinguishment of debt (0.01) (0.02) (0.01)
--------- --------- ---------
Net income per common unit $ 1.82 $ 1.88 $ 1.64
--------- --------- ---------
Weighted average common units outstanding 32,611 35,183 34,944
--------- --------- ---------
The accompanying notes are an integral part of these financial statements.
COLONIAL REALTY LIMITED PARTNERSHIP
CONSOLIDATED STATEMENTS OF PARTNERS' CAPITAL
(Amounts in Thousands)
For the Years Ended December 31, 2000, 1999, 1998
- --------------------------------------------------------------------------------
Total
Partners'
Capital
- --------------------------------------------------------------------------------
Balance, December 31, 1997 $ 365,697
Cash contributions 142,243
Distributions (76,545)
Net income 57,284
Earnings in minority interest property 153
Issuance of limited partnership units 23,400
Allocations to redeemable units 16,895
- --------------------------------------------------------------------------------
Balance, December 31, 1998 529,127
Cash contributions 3,686
Issuance of preferred units 97,406
Distributions (86,295)
Redemption of partnership units (122,144)
Net income 66,144
Earnings in minority interest property 82
Issuance of limited partnership units 14,493
Allocations to redeemable units 27,585
- --------------------------------------------------------------------------------
Balance, December 31, 1999 530,084
Cash contributions 10,120
Distributions (79,435)
Redemption of partnership units (37,937)
Net income 59,312
Issuance of limited partnership units 337
Allocations to redeemable units (37,559)
- --------------------------------------------------------------------------------
Balance, December 31, 2000 $ 444,922
- --------------------------------------------------------------------------------
COLONIAL REALTY LIMITED PARTNERSHIP
CONSOLIDATED STATEMENTS OF CASH FLOWS
(Amounts in Thousands)
For the Years Ended December 31, 2000, 1999, 1998
- -------------------------------------------------------------------------------------------------------------
2000 1999 1998
- -------------------------------------------------------------------------------------------------------------
Cash flows from operating activities:
Net income $ 79,125 $ 84,675 $ 68,222
Adjustments to reconcile net income to net cash
provided by operating activities:
Depreciation and amortization 63,884 55,185 48,647
Income from partially owned entities (1,700) (2,045) (110)
(Gains) losses from sales of property (8,165) (7,444) 19
Other, net 1,932 1,767 336
Decrease (increase) in:
Restricted cash 155 263 (232)
Accounts receivable (4,621) (2,594) (4,287)
Prepaid expenses (1,327) 805 (75)
Other assets (11,567) (3,939) 911
Increase (decrease) in:
Accounts payable (13,059) 2,353 (1,413)
Accrued interest 1,635 850 5,525
Accrued expenses and other (1,622) (179) (2,967)
---------- --------- ---------
Net cash provided by operating activities 104,670 129,697 114,576
---------- --------- ---------
Cash flows from investing activities:
Acquisition of properties (25,535) (45,164) (312,585)
Development expenditures (21,693) (98,414) (62,075)
Development expenditures paid to an affiliate (78,066) (84,256) (40,347)
Tenant improvements (24,592) (8,424) (4,140)
Issuance of notes receivable (2,679) (88) (182)
Capital expenditures (16,194) (18,867) (24,982)
Proceeds from sales of property, net of selling costs 57,771 119,552 52,238
Distributions from partnerships 3,968 8,821 32,314
Capital contributions to partnerships (5,775) (5,237) (5,850)
---------- --------- ---------
Net cash used in investing activities (112,795) (132,077) (365,609)
---------- --------- ---------
Cash flows from financing activities:
Principal reductions of debt (40,346) (59,507) (31,725)
Proceeds from additional borrowings 193,518 136,200 173,976
Net change in revolving credit balances (13,940) 53,848 57,403
Proceeds from preferred unit issuance, net of expenses paid -0- 97,396 -0-
Cash contributions 10,120 3,686 142,243
Redemption of partnership units (37,937) (122,136) -0-
Distributions to common and preferred unitholders (99,248) (104,826) (87,483)
Payment of mortgage financing cost (3,979) (1,607) (3,734)
Other, net (418) (626) 401
---------- --------- ---------
Net cash provided by financing activities 7,770 2,428 251,081
---------- --------- ---------
Increase (decrease) in cash and equivalents (355) 48 48
Cash and equivalents, beginning of period 4,630 4,582 4,534
---------- --------- ---------
Cash and equivalents, end of period $ 4,275 $ 4,630 $ 4,582
---------- --------- ---------
Supplemental disclosures of cash flow information:
Cash paid during the year for interest, net of amounts capitalized $ 70,210 $ 56,352 $ 46,534
---------- --------- ---------
The accompanying notes are an integral part of these financial statements.
Notes to Consolidated Financial Statements
1. Organization and Basis of Presentation
Organization - Colonial Realty Limited Partnership (the "Operating
Partnership" or "CRLP"), a Delaware limited partnership, was formed on August 6,
1993, to succeed as owner of substantially all of the predecessor interest of
Colonial Properties, Inc. (CPI), Equity Partners Joint Venture, and Colonial
Properties Management Association, and certain real estate interest of Thomas H.
Lowder, Robert E. Lowder, James K. Lowder, Catherine K. Lowder, and the Bellwood
Trust (collectively referred to as the Colonial Group for purposes of these
financial statements). CRLP 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 ("NYSE"). CRLP is engaged in the
ownership, development, management, and leasing of multifamily housing
communities, retail malls and centers, and office buildings. Certain parcels of
land are also included.
Federal Income Tax Status -No provision for income taxes is provided
since all taxable income or loss or tax credits are passed through to the
partners. The Company, which is considered a corporation for federal income tax
purposes, qualifies as a real estate investment trust ("REIT") for federal
income tax purposes and generally will not be subject to federal income tax to
the extent it distributes its REIT taxable income to its shareholders. REITs are
subject to a number of organizational and operational requirements. If the
Company fails to qualify as a REIT in any taxable year, the Company will be
subject to federal income tax on its taxable income at regular corporate rates.
Principles of Consolidation - The consolidated financial statements
include the Operating Partnership and Colonial Properties Services Limited
Partnership (in which CRLP holds 99% general and limited partner interests).
Investments in Partially Owned Entities - Partnerships and corporations
in which CRLP owns a 50% or less interest and does not control are reflected in
the consolidated financial statements as investments accounted for under the
equity method. Under this method the investment is carried at cost plus or minus
equity in undistributed earnings or losses since the date of acquisition.
2. Summary of Significant Accounting Policies
Land, Buildings, and Equipment--Land, buildings, and equipment is
stated at the lower of cost, less accumulated depreciation, or net realizable
value. CRLP reviews its long-lived assets and certain intangible assets for
impairment whenever events or changes in circumstances indicate that the
carrying amount of an asset may not be recoverable. Recoverability of assets to
be held and used is measured by a comparison of the carrying amount of the asset
to future net cash flows expected to be generated by the asset. If an asset is
considered to be impaired, the impairment to be recognized is measured by the
amount by which the carrying amount of the asset exceeds the asset's fair value.
Assets to be disposed of are reported at the lower of their carrying amount or
fair value less cost to sell. Depreciation and amortization are suspended during
the sale period, which is not expected to be greater than one year. Depreciation
is computed using the straight-line method over the estimated useful lives of
the assets, which range from 7 to 40 years. Repairs and maintenance are charged
to expense as incurred. Replacements and improvements are capitalized and
depreciated over the estimated remaining useful lives of the assets. When items
of land, buildings, or equipment are sold or retired, the related cost and
accumulated depreciation are removed from the accounts and any gain or loss is
included in the results of operations.
Undeveloped Land and Construction in Progress--Undeveloped land and
construction in progress is stated at the lower of cost or net realizable value.
CRLP capitalizes all costs associated with land development and construction.
Capitalization of Interest--CRLP capitalizes interest during periods in
which property is undergoing development activities necessary to prepare the
asset for its intended use.
Cash and Equivalents--CRLP includes highly liquid marketable securities
and debt instruments purchased with a maturity of three months or less in cash
equivalents.
Restricted Cash--Cash which is legally restricted as to use consists
primarily of tenant deposits.
Deferred Debt and Lease Costs--Amortization of debt costs is recorded
using the straight-line method, which approximates the effective interest
method, over the terms of the related debt. Direct leasing costs are amortized
using the straight-line method over the terms of the related leases.
Derivatives--CRLP has certain involvement with derivative financial
instruments but does not use them for trading purposes. Interest rate cap
agreements and interest rate swaps are used to reduce the potential impact of
increases in interest rates on variable-rate debt. Premiums paid for purchased
interest rate cap agreements are amortized to expense over the terms of the
caps. Unamortized premiums are included in other assets in the balance sheets.
Amounts receivable under cap agreements are accrued as a reduction of interest
expense. Payments under interest rate swap agreements are recognized as
adjustments to interest expense as incurred. Treasury lock agreements are used
by CRLP to set interest rates in anticipation of public debt offerings. Any
gains or losses related to treasury locks are included in deferred debt and
lease cost on the balance sheet and amortized over the life of the related debt
to the extent that such treasury locks are utilized. All unutilized treasury
locks are expensed when their future utility expires. All treasury locks were
utilized during 2000 and 1999.
Revenue Recognition--Rental income attributable to leases is recognized
on a straight-line basis over the terms of the leases. Certain leases contain
provisions for additional rent based on a percentage of tenant sales. Percentage
rents are recognized in the period in which sales thresholds are met. Recoveries
from tenants for taxes, insurance, and other property operating expenses are
recognized in the period the applicable costs are incurred.
Net Income Per Unit--Basic net income per unit is calculated by
dividing the net income available to common unitholders by the weighted average
numbers of common units outstanding during the periods. Diluted net income per
unit is calculated by dividing the net income available to common unitholders by
the weighted average number of common units outstanding during the periods,
adjusted for the assumed conversion of all potentially dilutive unit options.
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 assets and
liabilities and the reported amounts of revenues and expenses. Actual results
could differ from those estimates.
Segment Reporting--Reportable segments are identified based upon
management's approach for making operating decisions and assessing performance
of CRLP.
Software Development--CRLP capitalizes certain internally developed
software costs. Capitalized internal software development costs are amortized
using the straight-line method over the estimated useful lives of the software.
Common Unit Repurchases--During 1999, the Board of Trustees of the
Company authorized a common unit repurchase program under which CRLP may
repurchase up to $150 million of its currently outstanding common units from
time to time at the discretion of management in open market and negotiated
transactions. During 2000, CRLP repurchased 1,370,424 units at an all in cost of
$37.9 million, which represents an average purchase price of $27.66 per unit. To
date, CRLP has repurchased 5,983,239 units at an all-in cost of approximately
$160 million, which represents an average purchase price of $26.75. These units
are included within treasury stock, which is a reduction of unitholders' equity.
Approximately $10.0 million, or 425,925 of the units repurchased were reissued
to the Board of Trustees and certain members of management through the Executive
Unit Purchase Program (See Note 10).
Reclassifications--Certain immaterial reclassifications have been made
to the 1998 and 1999 financial statements in order to conform them to the 2000
financial statement presentation. These reclassifications have no impact on
partners' capital or net income.
3. Property Acquisitions and Dispositions
CRLP acquired one operating property during 2000, two operating
properties during 1999, and 12 properties during 1998 at aggregate costs of
$25.4 million, $45.8 million, and $348.6 million, respectively. CRLP funded
these acquisitions with cash proceeds from its public offerings of equity (see
Note 10) and debt (see Note 8), advances on bank lines of credit, the issuance
of limited partnership units, the proceeds received from the formation of joint
ventures (see Note 6), the proceeds received from the issuance of preferred
units (see Note 9), and cash from operations.
The properties acquired during 2000, 1999, and 1998 are listed below:
Effective
Acquisition
Location Date
-----------------------------------
Multifamily Properties:
Colonial Village at Ashley Plantation Bluffton, SC May 1, 1998
Colonial Village at Haverhill San Antonio, TX July 1, 1998
Colonial Village at Walton Way Augusta, GA July 1, 1998
Office Properties:
Perimeter Corporate Park Huntsville, AL January 1, 1998
Independence Plaza Birmingham, AL January 1, 1998
Shades Brook Building Birmingham, AL July 1, 1998
Colonial Center at Mansell Overlook 200 Atlanta, GA July 1, 1998
Concourse Center Tampa, FL July 1, 1998
Emmett R. Johnson Building Birmingham, AL June 1, 1999
Retail Properties:
Orlando Fashion Square Orlando, FL May 29, 1998
Shoppes at Mansell Atlanta, GA July 1, 1998
Colonial Mall Bel Air Mobile, AL December 29, 1998
The Plaza Mall Greenville, NC August 1, 1999
Temple Mall Temple, TX July 1, 2000
In addition to the acquisition of the operating properties mentioned
above, CRLP also acquired a parcel of land in October 1999 through the issuance
of 388,898 limited partnership units valued at $10.3 million. Also, in September
2000, CRLP acquired a parcel of land from a related party through the issuance
of 12,477 limited partnership units valued at approximately $0.3 million.
(see Note 14)
Results of operations of these properties, subsequent to their
respective acquisition dates, are included in the consolidated financial
statements of CRLP. The cash paid to acquire these properties is included in the
statements of cash flows. The acquisitions during 2000, 1999, and 1998 are
comprised of the following:
(in thousands) 2000 1999 1998
--------- --------- ---------
Assets purchased:
Land, buildings, and equipment $ 26,218 $ 56,026 $ 348,564
Other assets 472 60 0
--------- --------- ---------
26,690 56,086 348,564
Notes and mortgages assumed 0 0 (7,509)
Other liabilities assumed or recorded (818) (660) (5,070)
Issuance of limited partnership units
of Colonial Realty Limited Partnership (337) (10,262) (23,400)
--------- --------- ---------
Cash paid $ 25,535 $ 45,164 $ 312,585
--------- --------- ---------
During 2000, CRLP disposed of five multifamily properties representing
1,132 units and one retail property representing 165,684 square feet. The
dispositions included Colonial Grand at Inverness Lakes, Colonial Village at
Inverness Lakes, Colonial Village at Hillwood, Colonial Village at Rocky Ridge,
Colonial Grand at Palm Aire, and Colonial Promenade Abingdon. The multifamily
and retail properties were sold for a total purchase price of $67.6 million, of
which $17.3 million was used to repay four secured loans, $7.2 million was
issued as a note receivable, and remaining proceeds were used to repay a portion
of the borrowings under CRLP's unsecured line of credit, fund additional
acquisitions, and to support CRLP's future investment activities.
During 2000, CRLP sold four of these properties to a joint venture
formed by CRLP and an unrelated party. CRLP retained a 15% interest in the joint
venture and serves as manager of the properties. CRLP accounts for its 15%
interest in this joint venture as an equity investment (see Note 6).
During 1999, CRLP disposed of seven multifamily properties,
representing 2,319 units, which included Colonial Grand at Kirkman, Colonial
Village at Stockbridge, Colonial Grand at Barrington Club, Colonial Grand at
Ponte Vedra, Colonial Village at River Hills, Colonial Grand at Mountain Brook,
and Colonial Village at Cahaba Heights. The properties were sold for a total
purchase price of $119.8 million, of which $15.0 million was used to repay two
secured loans, and the remaining proceeds were used to repay a portion of the
borrowings under CRLP's unsecured line of credit, fund additional acquisitions,
and to support CRLP's future investment activities.
During 1999, CRLP sold six of these properties to a joint venture
formed by CRLP and an unrelated party. CRLP retained a 15% interest in the joint
venture and serves as manager of the properties. CRLP accounts for its 15%
interest in this joint venture as an equity investment (see Note 6).
During 1998, CRLP sold Orlando Fashion Square to a joint venture
equally owned by CRLP and an unrelated party. Proceeds received from this
contribution were used to fund additional acquisitions and developments. CRLP
accounts for its 50% interest in this joint venture as an equity investment (see
Note 6).
4. Land, Buildings, and Equipment
Land, buildings, and equipment consists of the following at December
31, 2000 and 1999:
(in thousands)
2000 1999
------------------ --------------------
Buildings $ 1,621,355 $ 1,464,148
Furniture and fixtures 54,127 46,108
Equipment 19,565 14,106
Land improvements 48,300 36,631
Tenant improvements 43,242 23,290
------------------ -------------------
1,786,589 1,584,283
Accumulated depreciation (255,735) (206,451)
------------------ -------------------
1,530,854 1,377,832
Land 238,646 208,500
------------------ -------------------
$ 1,769,500 $ 1,586,332
================== ===================
5. Undeveloped Land and Construction in Progress
During 2000 CRLP completed the construction of six multifamily
development projects, one office development project, one office redevelopment
project, and three retail development projects at a combined total cost of
$230.8 million. The multifamily development projects produced 1,852 new
apartment units, the office development project produced 163,252 square feet of
new office space, and the retail development projects produced 711,197 square
feet of new space. The completed development projects are as follows:
Total Total
Completed Developments and Redevelopments: Location Units/Sq. Cost
-------------- -------- --------
Multifamily Properties
Colonial Grand at Heather Glen Orlando, FL 448 $ 35,221
Colonial Grand at Liberty Park Birmingham, AL 300 27,859
Colonial Grand at Madison Huntsville, AL 336 23,835
Colonial Grand at Promenade Montgomery, AL 384 28,434
Colonial Grand at Reservoir Jackson, MS 170 14,301
Colonial Village at Ashley Plantation II (expansion) Bluffton, SC 214 13,300
-------- --------
1,852 $142,950
-------- --------
Office Properties
Colonial Center at Mansell Overlook 300 Atlanta, GA 163,252 22,634
Independence Plaza (redevelopment) Birmingham, AL 107,281 1,798
-------- --------
270,533 $ 24,432
-------- --------
Retail Properties
Colonial Promenade Trussville Birmingham, AL 388,302 33,729
Colonial Promenade Tutwiler Farm Birmingham, AL 212,075 24,753
Colonial Promenade Madison (1) Huntsville, AL 110,820 4,892
-------- --------
711,197 $ 63,374
-------- --------
Total $230,756
========
(1) This property is owned 50% through a joint venture. Development costs
presented are 50% of total costs.
CRLP currently has 6 active development and redevelopment projects in
progress and various parcels of land available for expansion, construction, or
sale. Undeveloped land and construction in progress is comprised of the
following at December 31, 2000:
Total Costs
Units/ Estimated Capitalized
Square Estimated Total Costs To Date
Feet Completion (in thousands) (in thousands)
----------- ------------ --------------- ----------------
Multifamily Projects:
Colonial Grand at TownPark - Lake Mary 456 2001 $ 37,950 $ 8,313
Colonial Grand at TownPark - Sarasota 272 2001 20,619 6,901
Colonial Village at Walton Way (redevelopment) 256 2001 3,315 3,244
----------- --------------- --------------
Total Multifamily Projects 984 61,884 18,458
Office Projects:
Colonial Center at Town Park 100 155,386 2001 21,218 3,609
Retail Projects:
Brookwood Village Mall (redevelopment) 750,754 2001 48,206 9,105
Northdale Court (redevelopment) 192,726 2001 5,927 3,028
----------- ------------- --------------
Total Retail Projects 943,480 54,133 12,133
Mixed Use Projects Infrastructure
Colonial TownPark - Lake Mary 33,168 26,150
Colonial TownPark - Sarasota 6,410 5,731
Other Projects and Undeveloped Land 15,252
--------------- ----------------
$ 198,796 $ 81,333
=============== ================
Interest capitalized on construction in progress during 2000, 1999, and
1998 was $9.6 million, $8.7 million, and $3.7 million, respectively.
6. Investment in Partially Owned Entities
Investment in partially owned entities at December 31, 2000 and 1999
consists of the following:
(in thousands) Percent
Owned 2000 1999
----------- ------------ -------------
Multifamily:
CMS/Colonial Joint Venture I 15.00% $ 2,396 $ 2,789
CMS/Colonial Joint Venture II 15.00% 984 0
------------ -------------
3,380 2,789
Office:
600 Building Partnership, Birmingham, AL 33.33% (27) (16)
Anderson Block Properties Partnership,
Montgomery, AL 33.33% 0 (2)
------------- ------------
(27) (18)
Retail:
Orlando Fashion Square Joint Venture, Orlando, FL 50.00% 18,981 19,777
Parkway Place Limited Partnership, Huntsville, AL 50.00% 5,742 2,035
------------- ------------
24,723 21,812
Other:
Colonial/Polar-BEK Management Company,
Birmingham, AL 50.00% 53 40
--------------- -------------
$ 28,129 $ 24,623
=============== =============
During September 1999, CRLP entered into a joint venture with CMS. The
CMS/Colonial Joint Venture I owns and operates six multifamily properties
consisting of the following properties: Colonial Village at Stockbridge,
Colonial Grand at Barrington Club, Colonial Grand at Ponte Vedra, Colonial
Village at River Hills, Colonial Grand at Mountain Brook, and Colonial Village
at Cahaba Heights. CRLP's net investment in the joint venture at December 31,
2000 and 1999 is $2.4 million and $2.8 million, respectively. The joint venture
is accounted for using the equity method.
During June 2000, CRLP entered into a second joint venture with CMS.
The CMS/Colonial Joint Venture II owns and operates four multifamily properties
consisting of the following properties: Colonial Grand at Inverness Lakes,
Colonial Village at Inverness Lakes, Colonial Village at Hillwood, and Colonial
Village at Rocky Ridge. CRLP's net investment in the joint venture at December
31, 2000 is $1.0 million. The joint venture is accounted for using the equity
method.
During October 2000, CRLP sold its interest in partnership assets in
the Anderson Block Properties Partnership for $0.3 million, which was primarily
used to repay the secured loan on the associated property.
Combined financial information for CRLP's investments in partially owned
entities for 2000 and 1999 follows:
December 31,
---------------------------------
(in thousands) 2000 1999
---------------------------------
Balance Sheet
Assets
Land, building, & equipment, net $ 249,035 $ 198,777
Construction in progress 8,948 6,399
Other assets 22,771 3,499
---------------------------------
Total assets $ 280,754 $ 208,675
=================================
Liabilities and Partners' Equity
Notes payable $ 210,611 $ 150,542
Other liabilities 530 6,705
Partners' Equity 69,613 51,428
---------------------------------
Total liabilities and partners' capital $ 280,754 $ 208,675
=================================
Statement of Operations
(for the year ended)
Revenues $ 34,543 $ 23,860
Operating expenses (11,749) (7,974)
Interest expense (13,045) (7,263)
Depreciation, amortization, and other (5,824) (3,770)
---------------------------------
Net income $ 3,925 $ 4,853
=================================
7. Segment Information
CRLP is organized into, and manages its business based on the
performance of three separate and distinct operating divisions: Multifamily,
Office, and Retail. Each division has a separate management team that is
responsible for acquiring, developing, managing, and leasing properties within
each division. The applicable accounting policies of the segments are the same
as those described in the "Summary of Significant Accounting Policies."
Management evaluates the performance of its segments and allocates resources to
them based on net operating income (NOI). NOI consists of revenues in excess of
general operating expenses, salaries and wages, repairs and maintenance, taxes,
licenses, and insurance. Segment information for the years ended December 31,
2000, 1999, and 1998 is as follows:
(in thousands)
- -----------------------------------------------------------------------------------------------------------------
2000 Multifamily Office Retail Total
- -----------------------------------------------------------------------------------------------------------------
Divisional revenues $116,005 $ 50,250 $135,055 $301,310
NOI 78,075 35,573 99,162 212,810
Divisional assets 728,996 328,746 800,221 1,857,963
- -----------------------------------------------------------------------------------------------------------------
- -----------------------------------------------------------------------------------------------------------------
1999 Multifamily Office Retail Total
- -----------------------------------------------------------------------------------------------------------------
Divisional revenues $115,724 $ 41,324 $124,509 $281,557
NOI 75,929 29,263 90,709 195,901
Divisional assets 768,798 289,288 739,518 1,797,604
- -----------------------------------------------------------------------------------------------------------------
- -----------------------------------------------------------------------------------------------------------------
1998 Multifamily Office Retail Total
Divisional revenues $104,462 $ 34,409 $117,572 $256,443
NOI 68,789 24,307 83,059 176,155
Divisional assets 783,097 240,161 683,042 1,706,300
- -----------------------------------------------------------------------------------------------------------------
A reconciliation of total segment revenues to total revenues, total
segment NOI to income before extraordinary items and minority interest, and
total divisional assets to total assets, for the years ended December 31, 2000,
1999, and 1998, is presented below:
(in thousands)
- -----------------------------------------------------------------------------------------------
Revenues 2000 1999 1998
- -----------------------------------------------------------------------------------------------
Divisional revenues $ 301,310 $ 281,557 $ 256,443
Unallocated corporate revenues 1,000 691 773
- -----------------------------------------------------------------------------------------------
Total revenues $ 302,310 $ 282,248 $ 257,216
- -----------------------------------------------------------------------------------------------
- -----------------------------------------------------------------------------------------------
NOI 2000 1999 1998
- -----------------------------------------------------------------------------------------------
Total divisional NOI $ 212,810 $ 195,901 $ 176,155
Unallocated corporate revenues 1,000 691 773
General and administrative (8,392) (8,442) (7,524)
Depreciation (59,549) (52,913) (46,841)
Amortization (4,335) (2,272) (1,806)
Other (1) 60 (9)
- -----------------------------------------------------------------------------------------------
Income from operations 141,533 133,025 120,748
- -----------------------------------------------------------------------------------------------
Total other expense (61,990) (47,722) (52,125)
- -----------------------------------------------------------------------------------------------
Income before extraordinary
items and minority interest $ 79,543 $ 85,303 $ 68,623
- ------------------------------------------===============----===============----===============
(in thousands)
- -----------------------------------------------------------------------------------------------
Assets 2000 1999 1998
- -----------------------------------------------------------------------------------------------
Total divisional assets $ 1,857,963 $ 1,797,604 $ 1,706,300
Unallocated corporate assets (1) 85,584 66,542 50,248
- -----------------------------------------------------------------------------------------------
Total assets $ 1,943,547 $ 1,864,146 $ 1,756,548
- -----------------------------------------------------------------------------------------------
(1) Includes CRLP's investment in joint ventures of $28,129 and
$24,623 as of December 31, 2000 and 1999, respectively. (see Note 6)
8. Notes and Mortgages Payable
Notes and mortgages payable at December 31, 2000 and 1999 consist of
the following:
(in thousands)
2000 1999
---------------- -----------------
Revolving credit agreement $ 214,397 $ 228,337
Mortgages and other notes:
4.00% to 6.00% 52,975 66,305
6.01% to 7.50% 593,005 517,554
7.51% to 9.00% 314,014 222,785
9.01% to 10.25% 4,704 4,882
---------------- -----------------
$ 1,179,095 $ 1,039,863
================ =================
As of December 31, 2000, CRLP has an unsecured bank line of credit providing for
total borrowings of up to $300 million. This line of credit agreement bears
interest at LIBOR plus 115 basis points, is renewable in March 2003, and
provides for a two-year amortization in the case of non-renewal. The line of
credit agreement includes a competitive bid feature that will allow CRLP to
convert up to $150 million under the line of credit to a fixed rate, for a fixed
term not to exceed 90 days. The credit facility is primarily used by CRLP to
finance property acquisitions and development and has an outstanding balance at
December 31, 2000, of $214.4 million. The interest rate of this short-term
borrowing facility, including the competitive bid balance, is 7.66% and 7.43% at
December 31, 2000 and 1999, respectively.
During 2000 and 1999, CRLP completed seven public offerings of
unsecured medium term debt securities totaling $152.5 million through its
subsidiary CRLP. The proceeds of the offerings were used to fund acquisitions,
development expenditures, repay balances outstanding on CRLP's revolving credit
facility, repay certain notes and mortgages payable, and for general corporate
purposes. Details relating to these debt offerings are as follows:
Gross
Type of Proceeds
Date Note Maturity Rate (in thousands)
- ----------------- --------------- -------------------------- ----------------
August, 1999 Medium-term August, 2002 7.93% $ 57,500
August, 1999 Medium-term August, 2004 8.19% 25,000
February, 2000 Medium-term February, 2005 8.82% 25,000
February, 2000 Medium-term February, 2010 8.80% 20,000
March, 2000 Medium-term March, 2010 8.80% 5,000
December, 2000 Medium-term December, 2010 8.08% 10,000
December, 2000 Medium-term December, 2010 8.05% 10,000
----------------
$ 152,500
----------------
CRLP entered into several different hedging transactions in an effort
to manage exposure to changes in interest rates. As a matter of policy, CRLP
never engages in speculative hedging, but uses plain vanilla type,
over-the-counter derivative instruments that are commonly used by public
companies in corporate America to meet similar hedging objectives.
On February 10, 2000, CRLP entered into two interest-rate swap
agreements on $50 million of its' medium term notes. Under the terms of the
agreements, CRLP received a fixed interest rate of 7.37% and was required to pay
one- month LIBOR. On October 25, 2000, CRLP terminated the swap agreements and
received $1.5 million. This premium will be amortized over the term of the
notes. An interest rate swap in the amount of $125 million is in place on CRLP's
line of credit effective October 25, 2000. The swap fixes the rate on the
floating-line for one year at a rate of 7.66%.
To reduce interest costs and to take advantage of the favorable
interest rate environment, CRLP engaged in an interest rate swap agreement on
$30.2 million of amortizing variable rate debt, and the fixed rate on the debt
to 6.79% for five years. In anticipation of a debt offering six months hence,
CRLP entered into a forward-starting swap for $32.5 million, thereby locking in
a fixed rate of 6.20%. Additionally, CRLP purchased an interest rate cap in
order to limit the degree to which interest rates may rise over the next two
years. The cap covers $30.4 million of LIBOR-based debt at 11.20% through June
30, 2003.
Treasury lock agreements are used by CRLP to set interest rates in
anticipation of public debt offerings. CRLP is exposed to credit losses in the
event of nonperformance by the counterparties to its interest rate cap and
nonderivative financial assets but has no off-balance-sheet credit risk of
accounting loss. CRLP anticipates, however, that counterparties will be able to
fully satisfy their obligations under the contracts. CRLP does not obtain
collateral or other security to support financial instruments subject to credit
risk but monitors the credit standing of counterparties.
At December 31, 2000, CRLP had $896.0 million in unsecured indebtedness
including balances outstanding on its bank line of credit and certain other
notes payable. The remainder of CRLP's notes and mortgages payable are
collateralized by the assignment of rents and leases of certain properties and
assets with an aggregate net book value of $344.7 million at December 31, 2000.
The aggregate maturities of notes and mortgages payable, including
CRLP's line of credit at December 31, 2000, are as follows:
(in thousands)
2001 $ 79,326
2002 59,461
2003 323,107
2004 100,974
2005 77,422
Thereafter 538,805
------------------
$ 1,179,095
==================
Based on borrowing rates available to CRLP for notes and mortgages
payable with similar terms, the estimated fair value of CRLP's notes and
mortgages payable at December 31, 2000 and 1999 was approximately $1.15 billion
and $1.05 billion, respectively.
Certain loan agreements of CRLP contain restrictive covenants, which,
among other things, require maintenance of various financial ratios. At December
31, 2000, CRLP was in compliance with those covenants.
Certain partners of CRLP have guaranteed indebtedness of CRLP totaling
$0.6 million at December 31, 2000. CRLP has indemnified these individuals from
their guarantees of this indebtedness. Certain partners of CRLP have guaranteed
indebtedness of CRLP totaling $27.3 million at December 31, 2000. These
individuals have not been indemnified by CRLP.
9. Capital Structure
At December 31, 2000, the Company controlled CRLP as the sole general
partner and as the holder of 64.9% of the common units of CRLP and 55.6% of the
preferred Units (the "Series A Preferred Units"). The limited partners of CRLP
who hold units, are those persons (including certain officers and directors)
who, at the time of the Initial Public Offering, elected to hold all or a
portion of their interest in the form of Units rather than receiving shares of
common stock of the Company, or individuals from whom the Company acquired
certain properties, who elected to receive Units in exchange for the properties.
Each Unit may be redeemed by the holder thereof for either one share of Common
Stock or cash equal to the fair market value thereof at the time of such
redemption, at the option of CRLP. Additionally, in 1999, CRLP issued $100
million of Series B Cumulative Redeemable Perpetual Preferred Units ("Series B
Units") in a private placement, that are exchangeable for Series B Preferred
Shares of the Company after ten years at the option of the holders of the Series
B Units. (See Note 10)
The Board of Trustees of the Company manages CRLP by directing the
affairs of the Company. The Company's interests in CRLP entitle it to share in
cash distributions from, and in the profits and losses of, CRLP in proportion to
the Company's percentage interest therein and entitle the Company to vote on all
matters requiring a vote of the limited partners.
10. Cash Contributions
During 1998, the Company completed four public offerings of common
shares totaling 4,609,438 common shares of beneficial interest. The proceeds of
the offerings were used to fund acquisition and development expenditures, repay
balances outstanding on CRLP's revolving credit agreement, repay certain notes
and mortgages payable, and for general corporate purposes. Details relating to
these equity offerings are as follows:
(in thousands)
------------------------------------------
Type of Number of Price Per Gross Offering Net
Date Offering Shares Share Proceeds Costs Proceeds
- ----------------- --------------- -------------------- --------------- ------------- ------------ ------------
February, 1998 Common 375,540 $ 30.0000 $ 11,266 $ 627 $ 10,639
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 3,046,400 $ 30.1250 $ 91,773 $ 4,973 $ 86,800
In February 1999, CRLP issued 2.0 million units of $50 par value 8.875%
Series B Cumulative Redeemable Perpetual Preferred Units (Preferred Units),
valued at $100 million in a private placement. CRLP has the right to redeem the
Preferred Units, in whole or in part, after five years at the cost of the
original capital contribution plus the cumulative priority return, whether or
not declared. The Preferred Units are exchangeable for 8.875% Series B Preferred
Units of CRLP after ten years at the option of the holders of the Preferred
Units. The proceeds of the issuance, net of offering costs of $2.6 million were
used to repay balances outstanding on CRLP's revolving credit agreement and to
fund development, acquisition, and expansion expenditures.
During January 2000, CRLP initiated and completed an Executive Unit
Purchase Program (Unit Purchase Program), in which the Board of Trustees and
certain members of CRLP's management were able to purchase 425,925 Units of
CRLP. Under the Unit Purchase Program, the Board of Trustees and the members of
management obtained full-recourse personal loans from an unrelated financial
institution, in order to purchase the Units. The Units are pledged as collateral
against the loans. In addition, CRLP has provided a guarantee to the unrelated
financial institution for the personal loans. The value of the Units purchased
under the Unit Purchase Program was approximately $10 million.
11. Employee Benefits
Employees of CRLP participate in a noncontributory defined benefit
pension plan designed to cover substantially all employees. Pension expense
includes service and interest costs adjusted by actual earnings on plan assets
and amortization of prior service cost and the transition amount. The benefits
provided by this plan are based on years of service and the employee's final
average compensation. CRLP's policy is to fund the minimum required contribution
under ERISA and the Internal Revenue Code.
The table below presents a summary of pension plan status as of
December 31, 2000 and 1999, as it relates to the employees of CRLP.
(in thousands) 2000 1999
- ------------------------------------------------------------------- --------------- --------------
Actuarial present value of accumulated benefit obligation
including vested benefits of $1,462 and $1,030 $ 1,918 $ 1,312
at December 31, 2000 and 1999, respectively
Actuarial present value of projected benefit obligations
at year end $ 3,460 $ 2,538
Fair value of assets at year end $ 1,135 $ 1,030
Accrued pension cost $ 2,106 $ 1,481
Net pension cost for the year $ 625 $ 613
Actuarial assumptions used in determining the actuarial present value of
accumulated benefit obligations at January 1, 2000, are as follows:
2000 1999
--------------- --------------
Weighted-average interest rate 7.50% 8.00%
- --------------------------------------------------------------------------------------------------------
Increase in future compensation levels 4.00% 4.25%
CRLP participates in a salary reduction profit sharing plan covering
substantially all employees. This plan provides, with certain restrictions, that
employees may contribute a portion of their earnings with CRLP matching one-half
of such contributions, solely at CRLP discretion. Contributions by CRLP were
approximately $313,000, $275,000, and $178,000 for the years ended December 31,
2000, 1999 and 1998, respectively.
12. Leasing Operations
CRLP is in the business of leasing and managing multifamily, office,
and retail property. For properties owned by CRLP, minimum rentals due in future
periods under noncancelable operating leases extending beyond one year at
December 31, 2000, are as follows:
(in thousands)
-----------------
2001 $ 141,668
2002 128,587
2003 110,983
2004 94,555
2005 76,033
Thereafter 278,683
-----------------
$ 830,509
=================
The noncancelable leases are with tenants engaged in retail and office
operations in Alabama, Georgia, Florida, North Carolina, South Carolina,
Tennessee, Texas, and Virginia. Performance in accordance with the lease terms
is in part dependent upon the economic conditions of the respective areas. No
additional credit risk exposure relating to the leasing arrangements exists
beyond the accounts receivable amounts shown in the December 31, 2000 balance
sheet. Leases with tenants in multifamily properties are generally for one year
or less and are thus excluded from the above table. Substantially all of CRLP's
land, buildings, and equipment represent property leased under the above and
other short-term leasing arrangements.
Rental income for 2000, 1999, and 1998 includes percentage rent of $5.7
million, $4.7 million, and $4.0 million, respectively. This rental income was
earned when certain retail tenants attained sales volumes specified in their
respective lease agreements.
13. Related Party Transactions
CRLP has generally used affiliated construction companies to manage and
oversee its development and expansion projects. CRLP paid $46.7 million, $62.8
million and $40.0 million for property development costs to Lowder Construction
Company, Inc., a construction company owned by The Colonial Company (TCC) (an
affiliate of certain partners and trustees), during the years ended December 31,
2000, 1999 and 1998, respectively. Of these amounts, $43.2 million, $55.4
million and $37.3 million was then paid to unaffiliated subcontractors for the
construction of these development and expansion projects during 2000, 1999 and
1998, respectively. CRLP had outstanding construction invoices and retainage
payable to Lowder Construction Company, Inc. totaling $1.4 million and $5.7
million at December 31, 2000 and 1999, respectively. CRLP also paid $31.3
million, $21.5 million and $0.4 million for property construction costs to a
construction company owned by a trustee during the years ended December 31,
2000, 1999 and 1998, respectively. Of these amounts, $28.2 million, $19.4
million and $0.4 million was then paid to unaffiliated subcontractors for the
construction of these development projects during 2000, 1999 and 1998,
respectively. CRLP had outstanding construction invoices and retainage payable
to this construction company totaling $0.2 million and $0.7 million at December
31, 2000 and 1999, respectively.
During September 2000, CRLP purchased a parcel of land from Colonial
Commercial Investments, Inc. (CCI), which is owned by trustees James K. Lowder
and Thomas H. Lowder, through the issuance of 12,477 limited partnership units
valued at approximately $0.3 million.
During July 1998, CRLP acquired a 79.8% interest in Colonial Village at
Haverhill. Effective May 1999, CRLP purchased the remaining 20.2% interest in
this property by issuing 157,140 Units to the seller. The seller is a trustee of
CRLP.
Following is a summary of property acquisitions from entities for which
trustees of CRLP are involved as a partner:
Date Property and Land Acquired Purchase Price Units Issued
- ----------------------- ------------------------------------------ --------------------- -------------------------
September 2000 Colonial Promenade Montgomery Lot 1 $0.3 million 12,477 CRLP Units
May 1999 Colonial Village at Haverhill $4.2 million(1) 157,140 CRLP Units
November 1998 Colonial Center at Research Park $1.0 million 36,647CRLP Units
September 1998 1800 International Park $1.8 million (2)
October 1998 Colonial Grand at Promenade $1.5 million 34,700 CRLP Units
July 1998 Colonial Center 100 at Mansell Overlook $27.7 million 396,365 CRLP Units
July 1998 Shoppes at Mansell $3.7 million 76,809 CRLP Units
(1) Represents the remaining 20.2% interest in the property.
(2) In connection with purchase, CRLP issued a $1.8 million note payable
to a related entity, which was repaid in 1999.
CRLP and its subsidiaries provide certain services to and received
certain services from related entities, which resulted in the following income
(expense) included in the accompanying statements of income:
(Amounts in thousands)
----------------------
2000 1999 1998
----------------------------------
Rental income $1,478 $1,144 $876
Management/other fee income 300 262 289
Insurance brokerage expense (198) (167) (131)
14. Recent Pronouncements of the Financial Accounting Standards Board
In June 1998, the FASB issued SFAS No. 133 (subsequently amended by
SFAS No. 137 and 138), which established new accounting and reporting standards
for derivative instruments. CRLP is required to adopt this statement on January
1, 2001. This statement requires CRLP to recognized all derivatives as either
assets or liabilities on the balance sheet and measure the effectiveness of the
hedges, or the degree that the gain (loss) for the hedging instrument offsets
the loss (gain) on the hedged item, at fair value each reporting period. For
hedges that fix the forecasted future cash flows of a borrowing, the effective
portion of the gain or loss on the derivative instrument will be recognized in
other comprehensive income as a component of equity until the hedged item is
recognized in earnings. For fair value hedges, both the hedging instrument and
the hedged item are recorded on the balance sheet at their fair values. Any
change in their fair value is reported in earnings in each period. Swaps that
convert fixed rate payments to floating rate payments are considered fair value
hedges.
On adoption of SFAS No. 133 in January 2001, CRLP will record a net
transition adjustment of $885,000 in accumulated other comprehensive income
(capital). Adoption of the standard will also result in CRLP recognizing
$885,000 of derivative instrument liabilities. In general, the amount of
volatility will vary with the level of derivative activities during any period.
15. Subsequent Events
On January 27, 2001, the Board of Trustees declared a cash distribution
to partners of CRLP in the amount of $.63 per unit and per partnership unit,
totaling $20.1 million. The distribution was made to partners of record as of
February 8, 2001, and was paid on February 15, 2001.
On February 6, 2001, the Company filed a registration statement on Form
S-3 with the Securities and Exchange Commission ("SEC") to register the issuance
of up to 425,925 Common Units upon the redemption of an equal number of CRLP
Units issued to employees and trustees of CRLP in January 2000 through the Unit
Purchase Program (see Note 10). In the same registration statement, the Company
also registered the resale of up to 10,787,325 Common Units that are already
outstanding or that may be issued upon redemption of currently outstanding CRLP
Units.
Report of Independent Accountants
To the Board of Trustees
of Colonial Properties Trust:
In our opinion, the consolidated financial statements listed in the accompanying
index present fairly, in all material respects, the financial position of
Colonial Realty Limited Partnership (the "Company") at December 31, 2000 and
1999, and the results of its operations and its cash flows for each of the three
years in the period ended December 31, 2000 in conformity with accounting
principles generally accepted in the United States of America. In addition, in
our opinion, the financial statement schedules listed in the accompanying index
present fairly, in all material respects, the information set forth therein when
read in conjunction with the related consolidated financial statements. These
financial statements and financial statement schedules are the responsibility of
the Company's management; our responsibility is to express an opinion on these
financial statements and financial statement schedules based on our audits. We
conducted our audits of these statements in accordance with auditing standards
generally accepted in the United States of America, which require that we plan
and perform the audit to obtain reasonable assurance about whether the financial
statements are free of material misstatement. An audit includes examining, on a
test basis, evidence supporting the amounts and disclosures in the financial
statements, assessing the accounting principles used and significant estimates
made by management, and evaluating the overall financial statement presentation.
We believe that our audits provide a reasonable basis for our opinion.
/s/ PricewaterhouseCoopers LLP
PricewaterhouseCoopers LLP
Birmingham, Alabama
January 16, 2001, except for Note 17, as
to which the date is February 26, 2001
Item 9. Changes in and Disagreements with Accountants on Accounting
and Financial Disclosure.
None.
PART III
Item 10. Directors and Executive Officers of the Registrant.
CRLP is managed by the Company, the general partner of CRLP. The
trustees of the Company are as follows:
Thomas H. Lowder, 51, has been a trustee of the Company since its
formation in July 1993. He is the chairman of the board, president and chief
executive officer of the Company. Mr. Lowder became President of Colonial
Properties, Inc., the Company's predecessor, in 1976, and since that time has
been actively engaged in the acquisition, development, management, leasing and
sale of multifamily, office and retail properties for the Company. Mr. Lowder is
a member of the National Association of Real Estate Investment Trusts (NAREIT),
the National Association of Industrial Office Parks, and the International
Council of Shopping Centers. He serves on the Board of Directors of, among other
organizations, the Children's Hospital of Alabama, the Community Foundation of
Greater Birmingham, American Red Cross - Birmingham Area Chapter and the United
Way of Central Alabama. Mr. Lowder is a member of the Executive Committee of the
board of trustees and a member of the board of directors of the Management
Corporation.
Carl F. Bailey, 70, has been a trustee of the Company and a director of
Colonial Properties Services, Inc., which conducts the Company's third-party
management, leasing and brokerage operations (the "Management Corporation"),
since September 1993. Mr. Bailey is a former co-chairman of BellSouth
Telecommunications, Inc. and former chairman and chief executive officer of
South Central Bell Telephone Company, positions from which he retired in 1991.
He worked for South Central Bell in a number of capacities over the past three
and a half decades and was elected president and a member of the board of
directors in 1982. Mr. Bailey is president of BDI, a distribution company, vice
chairman of Polymers, Inc., and a member of the board of directors of SouthTrust
Corporation. Mr. Bailey serves on the board of trustees of Birmingham Southern
College. Mr. Bailey is a member of the Executive Committee and is chairman of
the Audit Committee of the board of trustees.
M. Miller Gorrie, 65, has been a trustee of the Company since 1993. Mr.
Gorrie is chairman of the board and chief executive officer of Brasfield &
Gorrie, L.L.C., a general contracting firm located in Birmingham, Alabama that
is ranked consistently among ENR's "Top 100 Contractors." He serves as chairman
of the Baptist Hospital Foundation, and serves on the board of directors of the
Metropolitan Development Board of Birmingham, and is a past director of AmSouth
Bank, the Southern Research Institute, the Alabama Chamber of Commerce, the
Associated General Contractors, the Building Science Advisory Board of Auburn
University, the Business Council of Alabama and the United Way of Alabama. Mr.
Gorrie is chairman of the Executive Committee and is a member of the Executive
Compensation Committee of the board of trustees. He also is a member of the
executive compensation committee of the board of directors of the Management
Corporation.
James K. Lowder, 51 has been a trustee of the Company since its
formation in July 1993. Mr. Lowder is also chairman of the board of The Colonial
Company, chairman of the board of Lowder Construction Company, Inc., chairman of
the board of Lowder New Homes, Inc., chairman of the board of Colonial Insurance
Agency, Inc., chairman of the board of Lowder Realty Company, Inc., chairman of
the board of Colonial Commercial Development, Inc., chairman of the board of
Colonial Homes, Inc., chairman of the board of American Colonial Insurance
Company, chairman of the board of Colonial Commercial Realty, Inc. and chairman
of the board of Colonial CommercialInvestments, Inc. He is a member of the Home
Builders Association of Alabama, and the Greater Montgomery Home Builders
Association, and is a member of the board of directors of Alabama Power Company.
Mr. Lowder is a member of the Executive Compensation Committee of the board of
trustees. Mr. Lowder is the brother of Thomas H. Lowder, who is an incumbent
trustee.
Herbert A. Meisler, 73, has been a trustee of the Company since 1995.
Together with Mr. Ripps, he formed The Rime Companies, a real estate
development, construction and management firm specializing in the development of
multifamily properties. In December 1994, the Company purchased ten multifamily
properties from partners associated with The Rime Companies. While with The Rime
Companies, Mr. Meisler oversaw the development and construction of approximately
15,000 multifamily apartment units in the Southeastern United States. He
currently serves on the board of directors of the Community Foundation of South
Alabama and the Mobile Airport Authority and was Philanthropist of the Year in
Mobile, Alabama. He is a past director of the Alabama Eye and Tissue Bank and
past president of the Mobile Jewish Welfare Fund. Mr. Meisler is a member of the
Executive Compensation Committee (and its Option Plan Subcommittee) and the
Audit Committee of the board of trustees.
Claude B. Nielsen, 50, has been a trustee of the Company since
September 1993. Since 1990, Mr. Nielsen has been president of Coca-Cola Bottling
Company United, Inc., headquartered in Birmingham, Alabama, serving also as
chief operating officer from 1990 to 1991 and as chief executive officer since
1991. Prior to 1990, Mr. Nielsen served as president of Birmingham Coca-Cola
Bottling Company. Mr. Nielsen is on the board of directors of AmSouth
Bancorporation and also serves as a board member of the Birmingham Airport
Authority. Mr. Nielsen is chairman of the Executive Compensation Committee and a
member of the Executive Committee of the board of trustees and is chairman of
its Option Plan Subcommittee.
William M. Johnson, 54, has been a trustee of the Company since July
1997, in connection with the Company's acquisition from Mr. Johnson, by merger,
of seven office buildings and retail space totaling 560,600 square feet in
Mansell 400 Business Center, the largest Class-A multi-tenant office park in the
North Fulton (Atlanta, Georgia) area. In 1978, Mr. Johnson founded Johnson
Development Company, a real estate development, construction and management firm
where he directed the development of 1.2 million square feet of office,
warehouse, retail and hotel space having a value in excess of $117 million. Mr.
Johnson is a member of the board of trustees of Asbury Theological Seminary, a
member of the Board of Directors of The Mission Society for United Methodists
and a member of the Board of Directors of Reach Out Ministries. Mr. Johnson
serves as an advisor in strategic planning for not-for-profit agencies. In 1999,
Mr. Johnson established a family foundation that partners with thirty-two
agencies and ministries. Mr. Johnson is a member of the Executive Compensation
Committee and Executive Committee of the board of trustees of the Company.
Donald T. Senterfitt, 81, has been a trustee of the Company since
September 1993. Mr. Senterfitt is chairman of the board of directors of Colonial
Bank, Central Florida. He is a former director and vice chairman of SunTrust
Banks, Inc., a bank holding company. He is past president of the American
Bankers Association and former general counsel to the Florida Bankers
Association, having served both organizations in a number of other capacities.
Mr. Senterfitt is a member of the Mid-Florida Business Hall of Fame and the
President's Council of the University of Florida. He is a member of the board of
directors and currently serves as president of CITE, Inc., the Center for
Independence, Technology and Education, a non-profit organization which serves
the needs of blind, visually handicapped and multi-handicapped children and
adults. Mr. Senterfitt is a member of the Audit Committee of the board of
trustees of the Company.
Harold W. Ripps, 62, has been a trustee of the Company since 1995.
Together with Herbert A. Meisler, another member of the board of trustees, he
formed The Rime Companies, a real estate development, construction and
management firm specializing in the development of multifamily properties. In
December 1994, the Company purchased ten multifamily properties from partners
associated with The Rime Companies. While with The Rime Companies, Mr. Ripps
oversaw the development and construction of approximately 15,000 multifamily
apartment units in the Southeastern United States. He is a member of the
executive committee of the Birmingham Council of Boy Scouts of America, the
board of trustees of Birmingham Southern College and the President's Council of
the University of Alabama in Birmingham. Mr. Ripps is a member of the Executive
Committee of the board of trustees and is a member of the board of directors and
the executive compensation committee of the Management Corporation.
Executive Officers of the Company
The following is a biographical summary of the executive officers of
the Company:
Thomas H. Lowder, 51, has been President and Chief Executive Officer of
the Company and a trustee of the Company, since 1993. Mr. Lowder became
President of Colonial Properties, Inc., the Company's predecessor, in 1976, and
since that time has been actively engaged in the acquisition, development,
management, leasing and sale of multifamily, office and retail properties for
the Company. Mr. Lowder is a member of the National Association of Real Estate
Investment Trusts (NAREIT), the National Association of Industrial Office Parks,
and the International Council of Shopping Centers. He serves on the Board of
Directors of, among other organizations, the Children's Hospital of Alabama, the
Community Foundation of Greater Birmingham, American Red Cross - Birmingham Area
Chapter and the United Way of Central Alabama. Mr. Lowder is a member of the
Executive Committee of the board of trustees and a member of the board of
directors of the Management Corporation.
C. Reynolds Thompson, III, 38, Chief Operating Officer of the Company
since September 1999, responsible for the Multifamily, Office, Retail and
Mixed-Use divisions. Thompson oversees the management, acquisition, leasing and
development of properties within its three operating divisions and development
in the mixed-use division. Prior to his appointment as Chief Operating Officer,
Thompson was Chief Investment Officer, responsible for investment strategies,
market research, due diligence, mergers and acquisitions, joint venture
development and cross-divisional acquisitions. Prior to his position as Chief
Investment Officer, Thompson served as Executive Vice President--Office
Division, with responsibility for management of all office properties owned
and/or managed by the Company, from May 1997 to May 1998. Thompson joined
Colonial Properties Trust in February 1997 as Senior Vice President--Office
Acquisitions, with responsibility for all acquisitions of office properties.
Prior to joining Colonial Properties Trust, Thompson worked for CarrAmerica
Realty Corporation in office building acquisitions and due diligence. His
fourteen-year real estate background includes acquisitions, development,
leasing, and management of office properties in the south. Thompson is a member
of the Executive Committee of the Metropolitan Development Board, an active
member of the National Association of Industrial and Office Parks, and he serves
on the Board of Trustees for the Alabama Real Estate Research and Education
Center. Thompson holds a Bachelor of Science Degree from Washington and Lee
University.
Howard B. Nelson, Jr., 53, Chief Financial Officer of the Company, with
general responsibility for financing matters since May 1997. Mr. Nelson was
Senior Vice President and Chief Operating Officer of the Company, with
responsibility for the day-to-day management of the Company, from September 1993
to May 1997. He joined Colonial Properties in 1984 as Vice President and became
Senior Vice President- Finance in 1987. Mr. Nelson presently serves on the
Birmingham-Southern College Edward Lee Norton Board of Advisors for Management
and Professional Education, the College of Business Advisory Council of Auburn
University and the Business Council of Alabama's Progress PAC Board of
Directors. Nelson has served in the past on the Accounting and Technology
committee of the Real Estate Roundtable, as treasurer, vice president, president
and board member of the Birmingham Chapter of the National Association of
Industrial and Office Parks (NAIOP) and on the Board of Directors of the
Children's Harbor Family Center. Nelson holds a Bachelor or Science Degree from
Auburn University.
John P. Rigrish, 52, Chief Administrative Officer, with
responsibilities for the supervision of Accounting Operations, Management
Information Systems, Human Resources and Employee Services since 1998. Prior to
joining Colonial, Mr. Rigrish worked for BellSouth in Corporate Administration
and Services. Mr. Rigrish holds a Bachelor's degree from Samford University and
did his postgraduate study at Birmingham-Southern College. He served on the
Edward Lee Norton Board of Advisors for Management and Professional Education at
Birmingham-Southern College and the Board of Directors of Senior Citizens, Inc.
in Nashville, Tennessee.
Paul F. Earle, 42, Executive Vice-President-Multifamily Division of the
Company, with responsibility for management of all multifamily properties owned
and/or managed by the Company, since May 1997. He joined Colonial in 1991 and
has served as Vice President - Acquisitions, as well as Senior Vice President -
Multifamily Division. Mr. Earl serves as Chairman of the Alabama Multifamily
Council and is an active member of the National Apartment Association. He also
serves as President of the Board of Directors of Big Brother/Big Sisters and is
a Board member of the National Multifamily Housing Council. Before joining
Colonial, Mr. Earle was the President and Chief Operating Officer of American
Residential Management, Inc., Executive Vice President of Great Atlantic
Management, Inc. and Senior Vice President of Balcor Property Management, Inc.
John N. Hughey, 41, has been Executive Vice President-Retail Division
of the Company, with responsibility for all retail properties owned and/or
managed by the Company, since May 1997. He joined Colonial in 1982 and assumed
responsibility for an increasing number of shopping centers until being named to
Senior Vice President-Retail Division of Colonial in 1991. Mr. Hughey served as
the Alabama/Mississippi State Operations Chairman for the International Council
of Shopping Centers from 1993-1995. He holds a Bachelor of Science Degree from
Auburn University.
Charles A. McGehee, 54, Executive Vice President - Mixed-Use
Development Division of Colonial Properties Trust, with responsibility for the
Company's development of properties with mixed-use product types since September
1999. McGehee also oversees land acquisitions and dispositions. From September
1993 to September 1999 McGehee was responsible for Land Acquisitions and
Development, Brokerage and Dispositions for Colonial Properties. From January
1990 to September 1993 McGehee was Senior Vice President - Office Division. He
joined the Company in 1976 as Vice President of Retail Leasing and was
responsible for leasing all retail space owned and/or managed by Colonial
Properties. Mr. McGehee has served as president and as a board member of the
National Association of Industrial and Office Parks (NAIOP) and is a member of
the Board of Directors of the Birmingham Area Board of Realtors. McGehee is
currently on the Board of Trustees for the Birmingham Chamber of Commerce. He
holds a Bachelor of Science Degree from Auburn University.
Robert A. "Bo" Jackson, 46, Executive Vice President-Office Division of
Colonial Properties Trust, with general responsibility for management of all
office properties owned and managed by the Company. Prior to joining Colonial
Properties, Jackson worked for Beacon Properties as a Vice President responsible
for leasing performance, new office development and acquisitions throughout the
Southeast. He has been involved in over 10 million square feet of Atlanta urban
and suburban office development. Jackson has received professional accolades
from The Atlanta Board of Realtors, The Downtown Developers Group and The
National Association of Industrial and Office Parks (NAIOP). Jackson is active
member of NAIOP and an active member of the Urban Land Institute. He is also a
member of the Board of Directors of the Greater North Fulton Chamber of
Commerce. Jackson holds a Bachelor of Science Degree in Business Administration
from the University of Delaware.
Kenneth E. Howell, 51, has been Senior Vice President-Chief Accounting
Officer of the Company, with general responsibility for the supervision of
accounting for all of the properties owned and/or managed by the Company, since
August 1998. Mr. Howell joined the Company in 1981, and served as Controller for
Colonial from 1986-1998. From 1981-1986 he held the position of Assistant
Controller of the Colonial Company, parent company of the then private Colonial
Properties, Inc. He serves on the Auburn University School of Accountancy
Advisory Board. Mr. Howell holds a Bachelor of Science Degree in Business
Administration from Auburn University.
Item 11. Executive Compensation.
The following table sets forth certain information concerning the
annual and long-term compensation for the chief executive officer and the four
other most highly compensated executive officers of the Company (the "Named
Executive Officers"):
Summary Compensation Table
Annual Compensation Long-Term Compensation
---------------------------------------- ------------------------------------------------
Restricted Securities All
Other Annual Share Underlying Other
Name and Principal Position Year Salary ($)Bonus ($)(1) Compensation Awards ($) (1) Options (#) Compensation(2)
- --------------------------- ---- ---------------------- ------------ -------------- ----------- ---------------
Thomas H. Lowder 2000 $315,000 $ -- -- $119,000 37,500 $5,062
Chairman of the Board 1999 315,000 -- -- 47,600 50,000 4,800
President and Chief Executive 1998 310,000 -- -- 94,640 -- 2,721
Officer
C. Reynolds Thompson, III. 2000 248,000 40,000 -- -- 20,000 5,100
Chief Operating Officer 1999 199,213 -- -- 41,300 16,667 4,800
1998 149,500 22,500 -- 38,500 -- 2,906
Howard B. Nelson, Jr. 2000 215,000 15,190 -- 22,134 12,500 5,100
Chief Financial Officer and 1999 215,000 -- -- 37,800 16,667 4,800
Secretary 1998 208,000 -- -- 53,200 -- 2,721
Robert A. Jackson 2000 175,000 98,100 -- -- 10,000 3,062
Executive Vice President- 1999 155,000 25,000 -- -- 13,333 3,479
Office Division 1998 130,000 64,000 -- 20,148 -- --
Paul F. Earle 2000 163,000 -- -- 70,924 10,000 3,661
Executive Vice President- 1999 155,000 12,200 -- 69,217 13,333 3,704
Multifamily Division 1998 145,000 10,000 -- 21,000 -- 2,847
(1) The Company's incentive compensation plan permits officers to elect to
receive all or part of their annual bonus in the form of restricted
shares instead of cash. Officers who elect to receive up to 50% of
their bonus in restricted shares receive shares having a market value
on the issue date equal to 125% of the deferred amount. Officers who
elect to receive more than 50% of their annual bonus in restricted
shares receive shares having a market value on the issue date equal to
140% of the deferred amount. For 2000, Messrs. Lowder, Thompson,
Nelson, Jackson and Earle elected to receive 100%, 0%, 51%, 0% and
100%, respectively, of their bonuses in restricted shares. The
restricted shares issued to Messrs. Lowder, Nelson and Earle vest over
3 years, with 50% vesting on the first anniversary of the issue date
and the remaining 25% vesting in equal installments on the second and
third anniversaries of the issue date. The restricted shares issued
under the incentive compensation plan were issued in March 2001. The
number and value of restricted shares held by the Named Executive
Officers as of December 31, 2000 were as follows: Mr. Lowder - 7,632
shares ($198,909); Mr. Thompson - 2,925 shares ($76,263); Mr. Nelson -
4,707 shares ($122,676); Mr. Jackson - 795 shares ($20,720) and Mr.
Earle- 3,831 shares ($99,845). Dividends are paid on restricted shares
at the same rate paid to all other holders of common shares.
(2) All Other Compensation consists solely of employer contributions to the
Company's 401(k) plan.
The following table sets forth certain information concerning exercised
and unexercised options held by the Named Executive Officers at December 31,
2000:
Aggregated Option Exercises in Last Fiscal Year
and Fiscal Year-End Option Values
Number of Value of Unexercised
Shares Securities Underlying In-the-Money
Acquired Value Unexercised Options Options
Name on Exercise(#) Realized($) at December 31, 2000 at December 31, 2000(1)
- ---- -------------- ----------- -----------------------------------------------------
Exercisable Unexercisable Exercisable Unexercisable
----------- ------------ ----------- -------------
Thomas H. Lowder...... -- -- 73,835 77,500 $ 127,812 $ 77,344
C. Reynolds Thompson, III -- -- 9,166 30,001 -- 41,250
Howard B. Nelson, Jr.. -- -- 35,076 22,501 45,793 25,781
Robert A. Jackson..... -- -- 15,333 18,000 -- 20,625
Paul F. Earle......... -- -- 11,333 18,000 3,594 20,625
- ------------------------
(1) Based on the closing price of $26.0625 per Common Share on December 31,
2000, as reported by the New York Stock Exchange.
The following table sets forth certain information relating to options
to purchase common shares granted to the Named Executive Officers during 2000:
Option Grants in Last Fiscal Year
Individual Grants
------------------------------------------------------------
Percent
Number of of Total
Securities Options
Underlying Granted to Exercise
Options Employees in Price Expiration Option
Name Granted (#) 1 Fiscal Year ($/Sh) Date Value 2
- ----------------------------------------------------------------------------------------------------
Thomas H. Lowder...... 37,500 21.0% $ 24.00 1/24/10 $ 42,375
C. Reynolds Thompson, III 20,000 11.2% 24.00 1/24/10 22,600
Howard B. Nelson, Jr.. 12,500 7.0% 24.00 1/24/10 14,125
Robert A. Jackson..... 10,000 5.6% 24.00 1/24/10 11,300
Paul F. Earle......... 10,000 5.6% 24.00 1/24/10 11,300
- --------
1 All options granted in 2000 become exercisable in five equal annual
installments beginning on the first anniversary of the date of grant and have a
term of ten years.
2 The Black-Scholes option pricing model was chosen to estimate the value of the
options set forth in this table. The Company's use of this model should not be
construed as an endorsement of its accuracy of valuing options. All option
valuation models, including the Black-Scholes model, require a prediction about
the future movement of the share price. The following assumptions were made for
the purposes of calculating the option value: an option term of 10 years,
volatility of 14.56%, dividend yield at 8.19%, and interest rate of 5.74%. The
real value of the options to purchase common shares in this table depends upon
the actual performance of the Company's common shares, the option holder's
continued employment throughout the option period, and the date on which the
options are exercised.
Defined Benefit Plan
The Company maintains a retirement plan for all of the employees of the
Company and its subsidiaries. An employee becomes eligible to participate in the
plan on January 1 or July 1 following the first anniversary of the person's
employment by the Company or one of its consolidated or unconsolidated
subsidiaries or age 21 if later. Benefits are based upon the number of years of
service (maximum 25 years) and the average of the participant's earnings during
the five highest years of compensation during the final 10 years of employment.
Each participant accrues a benefit at a specified percentage of compensation up
to the Social Security covered compensation level, and at a higher percentage of
compensation above the Social Security covered compensation level. A participant
receives credit for a year of service for every year in which 1,000 hours are
completed in the employment of the Company or its predecessor or any of the
Company's subsidiaries.
The following table reflects estimated annual benefits payable upon
retirement under the retirement plan as a single life annuity commencing at age
65. These benefits ignore the lower benefit rate applicable to earnings below
the Social Security covered compensation level.
Pension Plan Table
Years of Service
--------------------------------------------------
Remuneration 5 10 15 20 25
- ------------
$125,000 $ 9,500 $19,000 $28,500 $38,000 $47,500
$150,000 $11,400 $22,800 $34,200 $45,600 $57,000
$170,000 or over $12,920 $25,840 $38,760 $51,680 $64,600
The benefits shown are limited by the current statutory limitations
which restrict the amount of benefits which can be paid from a qualified
retirement plan. The statutory limit on compensation which may be recognized in
calculating benefits is $170,000 in 2000. This limit is scheduled to increase
periodically with the cost of living.
Covered compensation under the plan includes the employees' base salary
and other earnings received from the Company. Thomas H. Lowder has 26 years of
covered service under the plan, Howard B. Nelson, Jr. has 16 years of service,
C. Reynolds Thompson, III has 4 years of service, Robert A. Jackson has 3 years
of service, and Paul F. Earle has 9 years of service.
Employment Agreement
Thomas H. Lowder, the president and chief executive officer of the
Company, entered into an employment agreement with the Company in September
1993. This agreement provides for an initial term of three years, with automatic
renewals for successive one-year terms if neither party delivers notice of
non-renewal at least six months prior to the next scheduled expiration date. The
agreement provides for annual compensation of at least $275,000 and incentive
compensation on substantially the same terms as set forth in the description of
the Annual Incentive Plan. See "Report on Executive Compensation - Annual
Incentive Plan." The agreement includes provisions restricting Mr. Lowder from
competing with the Company during employment and, except in certain
circumstances, for two years after termination of employment. In addition, in
the event of disability or termination by the Company without cause or by the
employee with cause, the agreement provides that the Company must pay Mr. Lowder
the greater of (i) his base compensation and benefits for the remainder of the
employment term or (ii) six months' base compensation and benefits.
EXECUTIVE COMPENSATION COMMITTEE INTERLOCKS AND
INSIDER PARTICIPATION
None of the five members of the Executive Compensation Committee is an
employee of the Company. As described below, M. Miller Gorrie and James K.
Lowder, who are members of the committee, own interests in certain entities
that, during 2000, were parties to certain transactions involving the Company.
The Company engaged Lowder Construction Company, Inc., of which Mr. J.
Lowder serves as the chairman of the board and which is indirectly owned by
Messrs. J. Lowder and T. Lowder, to serve as construction manager for six
multifamily development and one retail development project during 2000. The
Company paid a total of $46.7 million ($43.2 million of which was then paid to
unaffiliated subcontractors) for the construction of these development and
expansion projects during 2000. The Company had outstanding construction
invoices and retainage payable to Lowder Construction Company, Inc. totaling
$1.4 million at December 31, 2000.
Brasfield & Gorrie General Contractors, Inc. ("B&G"), a corporation of
which Mr. Gorrie is a shareholder and chairman of the board, was engaged to
serve as construction manager for five office and retail development and
redevelopment projects during 2000. The Company paid B&G a total of $31.3
million ($28.2 million of which was then paid to unaffiliated subcontractors)
during 2000. The Company had outstanding construction invoices and retainage
payable to this company totaling $0.2 million at December 31, 2000.
The Company purchased a parcel of land from Colonial Commercial
Investments, Inc. ("CCI"), a corporation owned by Messrs. J. Lowder and T.
Lowder, through the issuance of 12,477 limited partnership units in the
Operating Partnership valued at approximately $0.3 million.
The Management Corporation provided management and leasing services
during 2000 to certain entities in which Messrs. J. Lowder, T. Lowder and R.
Lowder have an interest. The aggregate amount of fees paid to the Management
Corporation by such entities during 2000 was approximately $200,000. The Company
owns a 99% economic interest in the Management Corporation but, due to
limitations imposed by the IRS's REIT rules, owns only 1% of the voting stock.
The remainder of the voting stock is held by members of the Lowder family.
Colonial Insurance Company, a corporation indirectly owned by the
Lowder family, provided insurance brokerage services for the Company during
2000. The aggregate amount paid by the Company to Colonial Insurance Company for
these services for the year ended December 31, 2000, was approximately $198,000.
The Company performed Risk Management Administrative Services for which Colonial
Insurance Company paid the Company $100,000 during 2000.
The Company leased space to certain entities in which the Lowder family
has an interest and received rent from these entities totaling approximately
$1.5 million during 2000.
Item 12. Security Ownership of Certain Beneficial Owners and Management
The following table sets forth information regarding the beneficial ownership of
Units as of March 12, 2001 for (1) each person known by CRLP to be the
beneficial owner of more than five percent of the CRLP's outstanding Units, (2)
each trustee of the Company and each Named Executive Officer and (3) the
trustees and executive officers of the Company as a group. Each person named in
the table has sole voting and investment power with respect to all Units shown
as beneficially owned by such person, except as otherwise set forth in the notes
to the table. References in the table to "Units" are to units of limited
partnership interest in the Operating Partnership. The extent to which a person
held common shares of Beneficial interest of Colonial Properties Trust as of
March 12, 2001, under the caption "Voting Securities and Principal Holders
Thereof", and is incorporated by reference in this Annual Report and shall be
deemed a part hereof. Unless otherwise provided in the table, the address of
each beneficial owner is Colonial Plaza, Suite 750, 2101 Sixth Avenue North,
Birmingham, Alabama 35203.
Name and Business Address Number of Percent of
of Beneficial Owner Units Units (1)
- ------------------------------------- -------- ---------
Colonial Properties Trust................... 20,836,591 65.2%
Thomas H. Lowder .. ........................ 2,938,373 (2) 9.2%
James K. Lowder ............................ 2,938,373 (3) 9.2%
2000 Interstate Parkway
Suite 400
Montgomery, Alabama 36104
Robert E. Lowder ........................... 1,750,372 (4) 5.5%
One Commerce Street
Montgomery, Alabama 36104
Carl F. Bailey ............................. 17,595 *
M. Miller Gorrie ........................... 266,523 (5) *
William M. Johnson ......................... 844,781 (6) 2.7%
Herbert A. Meisler ......................... 544,529 (7) 1.7%
Claude B. Nielsen .......................... 5,865 *
Harold W. Ripps ............................ 1,925,975 6.0%
Donald T. Senterfitt ....................... 2,159 *
Howard B. Nelson, Jr. ...................... 17,595 *
C. Reynolds Thompson, III .................. 17,595 *
Robert A. Jackson .......................... 17,595 *
Paul F. Earle .............................. 17,595 *
All executive officers and trustees as a group
(17 persons) ........................... 7,236,696 (8) 22.6%
- ----------------------
* Less than 1%
(1) The number of units outstanding as of March 12, 2000 was 31,962,317.
(2) Includes 466,521 Units owned by Thomas Lowder, 89,285 Units owned by
Thomas Lowder Investments, LLC, 1,369,396 Units owned by CCI, 1,012,976
Units owned by EPJV and 195 Units held in trust for the benefit of
Thomas Lowder's children. Units owned by CCI are reported twice in this
table, once as beneficially owned by Thomas Lowder and again as
beneficially owned by James Lowder. Units owned by EPJV are reported
three times in this table, as beneficially owned by each of Thomas
Lowder, James Lowder, and Robert Lowder.
(3) Includes 466,521 Units owned by James Lowder, 89,285 Units owned by
James Lowder Investments, LLC, 1,369,396 Units owned by CCI, 1,012,976
Units owned by EPJV and 195 Units held in trust for the benefit of
James Lowder's children.
(4) Includes 737,201 Units owned by Robert Lowder, 1,012,976 Units owned by
EPJV and 195 Units held in trust for the benefit of Robert Lowder's
children.
(5) Includes 157,140 Units owned by MJE, LLC., and 109,383 Units owned by
Mr. Gorrie.
(6) Includes 579,901 Units owned by Mr. Johnson, 74,505 Units owned by
William M. Johnson Investments I, LLP, an entity controlled by Mr.
Johnson, 177,669 Units held in the William M. Johnson and Phyliss B.
Johnson Foundation, Inc. and 12,706 Units owned by Mr. Johnson's
spouse.
(7) Includes 471,872 Units owned by Meisler Enterprises L.P., a limited
partnership of which Mr. Meisler and his wife are sole partners, and
72,657 Units directly owned by Mr. Meisler.
(8) Units held by CCI and EPJV have been counted only once for this
purpose.
Item 13. Certain Relationships and Related Transactions.
The information required by this item is hereby incorporated by
reference to the material appearing in the Proxy Statement under the captions
"Executive Compensation Committee Interlocks and Insider Participation" and
"Certain Transactions."
Part IV
Item 14. Exhibits, Financial Schedules, and Reports on Form 8-K.
14(a)(1) and (2) Financial Statements and Schedules
Index to Financial Statements and Financial Statement Schedule
Financial Statements:
The following financial statements of CRLP are included in Part II,
Item 8 of this report:
Consolidated Balance Sheets as of December 31, 2000 and 1999
Consolidated Statements of Income for the years ended December 31,
2000, 1999, and 1998
Consolidated Statements of Partner's Capital for the years ended
December 31, 2000, 1999, and 1998
Consolidated Statements of Cash Flows for the years ended December 31,
2000, 1999, and 1998
Notes to Consolidated Financial Statements
Report of Independent Accountants
Financial Statement Schedule:
Schedule III Real Estate and Accumulated Depreciation
All other schedules have been omitted because the required information
of such other schedules is not present in amounts sufficient to require
submission of the schedule or because the required information is included in
the consolidated financial statements.
14(a)(3) Exhibits
* 3.1 Declaration of Trust of Company.
* 3.2 Bylaws of the Company.
(phi) 10.1 Third Amended and Restated Agreement of
Limited Partnership of the Operating
Partnership, as amended.
+ 10.2.1 Registration Rights and Lock-Up
Agreement dated September 29, 1993, among the
Company and the persons named therein.
(psi) 10.2.2 Registration Rights and Lock-Up
Agreement dated March 25, 1997, among the
Company and the persons named therein.
(psi) 10.2.3 Registration Rights and Lock-Up
Agreement dated November 4, 1994, among the
Company and the persons named therein.
(psi) 10.2.4 Registration Rights and Lock-Up
Agreement dated August 20, 1997, among the
Company and the persons named therein.
(psi) 10.2.5 Registration Rights and Lock-Up
Agreement dated November 1, 1997, among the
Company and the persons named therein.
(psi) 10.2.6 Registration Rights and Lock-Up
Agreement dated July 1, 1997, among the Company
and the persons named therein.
(psi) 10.2.7 Registration Rights and Lock-Up
Agreement dated July 1, 1996, among the Company
and the persons named therein.
(psi)(psi) 10.2.8 Registration Rights Agreement dated February
23, 1999, among the Company, Belcrest Realty
Corporation, and Belair Real Estate
Corporation.
(psi)(psi) 10.2.9 Registration Rights and Lock-Up
Agreement dated July 1, 1998, among the Company
and the persons named therein.
(psi)(psi) 10.2.10 Registration Rights and Lock-Up
Agreement dated July 31, 1997, among the
Company and the persons named therein.
(psi)(psi) 10.2.11 Registration Rights and Lock-Up
Agreement dated November 18, 1998, among the
Company and the persons named therein.
(psi)(psi) 10.2.12 Registration Rights and Lock-Up
Agreement dated December 29, 1994, among the
Company and the persons named therein.
(phi) 10.2.13 Registration Rights and Lock-Up Agreement
dated April 30, 1999, among the Company and the
persons named therein.
+ 10.6++ Officers and Trustees Indemnification Agreement
+ 10.7 Partnership Agreement of the Management
Partnership.
** 10.8 Articles of Incorporation of the Management
Corporation, as amended.
+ 10.9 Bylaws of the Management Corporation.
++ 10.10 Credit Agreement between the Colonial Realty
Limited Partnership and SouthTrust Bank,
National Association, AmSouth Bank, N.A., Wells
Fargo Bank, National Association, Wachovia Bank
, N.A., First National Bank of Commerce, N.A.,
and PNC Bank, Ohio, National Association dated
July 10, 1997, as amended on July 10, 1997 and
related promissory notes.
(psi)(psi)10.11.1 Amendment to Credit Agreement dated July 10,
1998.
(psi)(psi)10.11.2 Second Amendment to Credit Agreement dated
August 21, 1998.
+ 10.12++ Annual Incentive Plan.
++++10.13 Indenture dated as of July 22, 1996, by and
between Colonial Realty Limited Partnership and
Bankers Trust Company, as amended
(psi)(psi)10.13.1 First Supplemental Indenture dated as of
December 31, 1998, by and between Colonial
Realty Limited Partnership and Bankers Trust
Company.
(phi)10.14 Executive Unit Purchase Program - Program
Summary
(phi)10.15 Form of Master Promissory Note
(phi)10.16 Form of Reimbursement Agreement dated January
25, 2000 between Colonial Realty Limited
Partnership and Employee Unit Purchase Plan
participants
12.1 Ratio of Earnings to Fixed Charges
23.1 Consent of PricewaterhouseCoopers LLP
- --------------------
* Incorporated by reference to the Company's Form 8-K dated November 5,1997
** Incorporated by reference to the same titled and number exhibit in the
Company's Annual Report on Form 10-K dated December 31, 1994.
(psi)Incorporated by reference to the same titled and number exhibit in the
Company's Annual Report on Form 10-K dated December 31, 1997.
+ Incorporated by reference to the same titled and numbered exhibit in the
Company's Registration Statement on Form S-11, No. 33-65954.
++ Management contract or compensatory plan required to be filed pursuant
to Item 14(c) of Form 10-K. ++ Incorporated by reference to the same titled
and number exhibit in the Company's Quarterly Report on Form 10-Q dated
June 30, 1997.
++++ Incorporated by reference to (i)Exhibit D to the Form 8-K dated July 19,
1996, filed by Colonial Realty Limited Partnership, and (ii) Exhibit B to
the Form 8-K dated December 6, 1996, filed by Colonial Realty Limited
Partnership.
(phi)Incorporated by reference to the Company's Registration Statement Amendment
No. 1 on Form S-3 dated November 20, 1997.
(psi)(psi)Incorporated by reference to the same titled and number exhibit in the
Company's Annual Report on Form 10-K dated December 31, 1998.
(phi) Incorporated by reference to the same titled and numbered exhibit in the
Company's Annual Report on Form 10-K dated December 31, 1999.
14(b) Reports on Form 8-K
Reports on Form 8-K filed during the last quarter of 2000:
None
14(c) Exhibits
The list of Exhibits filed with this report is set forth in
response to Item 14(a)(3).
14(d) Financial Statements
None.
SIGNATURES
Pursuant to the requirements of Section 13 or 15(d) of the Securities
Exchange Act of 1934, as amended, the Registrant has duly caused this report to
be signed on its behalf by the undersigned, thereunto duly authorized, on March
30, 2001.
COLONIAL REALTY LIMITED PARTNERSHIP
a Delaware limited partnership
By:Colonial Properties Trust,
its general partner
By: /s/ Howard B. Nelson Jr.
----------------------------
Howard B. Nelson, Jr.
Chief Financial Officer
Pursuant to the requirements of the Securities Exchange Act of 1934,
as amended, this report has been signed below by the following persons on behalf
of the registrant and in the capacities with Colonial Properties Trust indicated
on March 30, 2001.
Signature
/s/ Thomas H. Lowder Chairman of the Board,
President,and Chief
- --------------------------------------------------- Executive Officer
Thomas H. Lowder
/s/ Howard B. Nelson, Jr. Chief Financial Officer
- ---------------------------------------------------
Howard B. Nelson, Jr.
/s/ Kenneth E. Howell Senior Vice President-
Chief Accounting Officer
- ---------------------------------------------------
Kenneth E. Howell
Trustee
- ---------------------------------------------------
Carl F. Bailey
/s/ M. Miller Gorrie Trustee
- ---------------------------------------------------
M. Miller Gorrie
/s/ William M. Johnson Trustee
- ---------------------------------------------------
William M. Johnson
/s/ James K. Lowder Trustee
- ---------------------------------------------------
James K. Lowder
/s/ Herbert A. Meisler Trustee
- ---------------------------------------------------
Herbert A. Meisler
/s/ Claude B. Nielsen Trustee
- ---------------------------------------------------
Claude B. Nielsen
/s/ Harold W. Ripps Trustee
- ---------------------------------------------------
Harold W. Ripps
/s/ Donald T. Senterfitt Trustee
- ---------------------------------------------------
Donald T. Senterfitt
SCHEDULE III
COLONIAL REALTY LIMITED PARTNERSHIP
REAL ESTATE INVESTMENTS AND ACCUMULATED DEPRECIATION
December 31, 2000
Gross Amount
at Which
Initial Cost to Carried at
Company Cost Close of Period
----------------------------------- Capitalized --------------
Buildings and Subsequent to
Description Encumbrances Land Improvements Acquisition Land
- --------------------------------------- ---------------- ---------------- ---------------- ---------------- --------------
Multifamily:
CG at Bayshore -0- 1,265,561 10,196,833 9,613,028 2,433,387
CG at Carrollwood 10,200,000 1,464,000 10,657,840 1,763,166 1,464,000
CG at Citrus Park -0- 1,323,593 -0- 11,302,962 1,328,323
CG at Cypress Crossing -0- 8,781,859 -0- 12,694,272 2,125,136
CG at Edgewater 22,000,000 1,540,000 12,671,606 13,414,688 2,602,325
CG at Galleria 22,399,954 4,600,000 39,078,925 3,868,807 4,600,000
CG at Galleria II 578,436 758,439 7,902,382 41,032 758,439
CG at Galleria Woods 9,604,541 1,220,000 12,480,949 519,881 1,220,000
CG at Heather Glen -0- 3,800,000 -0- 30,723,297 4,134,235
CG at Heathrow -0- 2,560,661 17,612,990 418,010 2,560,661
CG at Hunter's Creek 30,586,399 33,264,022 -0- 669,758 5,308,112
CG at Lakewood Ranch -0- 2,320,442 -0- 19,854,217 2,148,814
CG at Liberty Park -0- 2,296,019 -0- 24,642,309 2,296,019
CG at Madison -0- 1,689,400 -0- 21,518,622 1,831,550
CG at Natchez Trace 10,798,476 1,312,000 16,568,050 174,832 1,197,591
CG at Palma Sola -0- 1,479,352 -0- 13,089,299 1,479,352
CG at Promenade 22,950,000 1,479,352 -0- 26,377,694 1,668,104
CG at Research Park 12,775,000 3,680,000 29,322,067 2,332,510 3,680,000
CG at Reservoir -0- 1,020,000 -0- 13,005,817 1,121,512
CG at Riverchase -0- 2,340,000 25,248,548 1,731,031 2,340,000
CG at Spring Creek -0- 1,184,000 13,243,975 425,642 1,184,000
CG at Wesleyan -0- 720,000 12,760,587 6,836,361 1,404,780
Colony Park -0- 409,401 4,345,599 887,816 409,405
CV at Ashford Place -0- 537,600 5,839,838 233,667 537,600
CV at Ashley Plantation 24,791,819 1,160,000 11,284,785 14,566,032 2,215,490
CV at Caledon Wood -0- 2,100,000 19,482,210 440,032 2,108,949
CV at Cordova -0- 134,000 3,986,304 559,162 134,000
CV at Gainesville -0- 3,360,000 24,173,649 3,671,809 3,361,850
CV at Haverhill -0- 1,771,000 17,869,452 2,342,076 1,771,000
CV at Hillcrest -0- 332,800 4,310,671 321,454 332,800
CV at Huntleigh Woods -0- 745,600 4,908,990 995,185 745,600
CV at Inverness 9,900,000 1,713,668 10,352,151 562,242 1,077,849
CV at Inverness II/III/IV -0- 635,819 5,927,265 8,542,483 1,891,142
CV at Lake Mary 23,070,697 2,145,480 -0- 19,807,158 3,634,094
CV at McGehee Place -0- 795,627 -0- 17,482,342 842,321
CV at Monte D'Oro -0- 1,000,000 6,994,227 1,773,570 1,000,000
CV at North Ingle -0- 497,574 4,122,426 516,067 497,574
CV at Oakleigh -0- 880,000 9,685,518 223,171 884,365
CV at Timothy Woods -0- 1,020,000 11,910,546 120,824 1,024,347
CV at Trussville -0- 1,504,000 18,800,253 957,630 1,510,409
CV at Vernon Marsh 3,400,000 960,984 3,511,596 3,523,551 960,984
CV at Walton Way -0- 1,024,000 7,877,766 3,381,528 1,024,000
CV at White Bluff 4,500,000 699,128 4,920,872 464,698 699,128
Patio I, II & III -0- 249,876 3,305,124 2,143,994 366,717
Ski Lodge - Tuscaloosa -0- 1,064,000 6,636,685 1,358,130 1,064,000
Retail:
Britt David Shopping Center -0- 1,755,000 4,951,852 31,577 1,755,000
Brookwood Mall -0- 8,136,700 24,435,002 10,379,331 8,171,373
Colonial Mall Auburn-Opelika -0- 103,480 -0- 17,773,137 723,715
Colonial Mall Bel Air -0- 7,517,000 80,151,190 4,160,087 7,517,000
Colonial Mall Burlington -0- 4,120,000 25,632,587 1,741,709 4,137,557
Colonial Mall Decatur -0- 3,262,800 23,636,229 2,484,502 3,262,800
Colonial Mall Gadsden -0- 639,577 -0- 21,084,220 639,577
Colonial Mall Glynn Place -0- 3,588,178 22,514,121 2,332,576 3,603,469
Colonial Mall Greenville -0- -0- 29,245,243 4,427,453 4,433,000
Colonial Mall Lakeshore -0- 4,646,300 30,973,239 2,528,111 4,666,100
Colonial Mall Mrytle Beach -0- 9,099,972 33,663,654 4,515,638 9,146,387
Colonial Mall Staunton -0- 2,895,000 15,083,542 3,846,038 2,907,337
Colonial Mall Valdosta -0- 5,377,000 30,239,796 2,074,513 4,478,413
Colonial Malll Macon -0- 1,684,875 -0- 94,901,913 5,508,562
Colonial Mayberry Mall 3,233,031 862,500 3,778,590 525,932 866,175
Colonial Promenade Bardmoor -0- 1,989,019 9,047,663 465,548 1,989,019
Colonial Promenade Beechwood -0- 2,565,550 19,647,875 1,928,770 2,576,483
Colonial Promenade Burnt Store -0- 3,750,000 8,198,677 195,873 3,750,000
Colonial Promenade Hunter's Creek 9,732,008 4,181,760 13,023,401 304,350 4,181,760
Colonial Promenade Lakewood -0- 2,984,522 11,482,512 2,403,373 2,997,240
Colonial Promenade Montgomery 12,250,000 3,788,913 11,346,754 1,355,561 4,332,432
Colonial Promenade Montgomery N -0- 2,400,000 5,664,858 927,709 2,401,182
Colonial Promenade Northdale -0- 3,059,760 8,054,090 3,130,570 3,059,760
Colonial Promenade Trussville -0- 4,201,186 -0- 29,871,031 4,213,537
Colonial Promenade Tuskawilla -0- 3,659,040 6,783,697 233,546 3,659,040
Colonial Promenade Tutwiler Farm -0- 10,287,026 -0- 14,512,008 10,288,138
Colonial Promenade University Park 21,500,000 6,946,785 20,104,517 1,011,125 6,946,785
Colonial Promenade Wekiva -0- 2,817,788 15,302,375 369,397 2,817,788
Colonial Promenade Winter Haven -0- 1,768,586 3,928,903 4,854,099 4,045,045
Colonial Shoppes at Inverness -0- 1,680,000 1,387,055 93,216 1,687,159
Colonial Shoppes Bear Lake -0- 2,134,440 6,551,683 275,491 2,134,440
Colonial Shoppes Bellwood -0- 330,000 -0- 5,148,401 330,000
Colonial Shoppes McGehee -0- 197,152 -0- 5,874,708 197,152
Colonial Shoppes Paddock Park -0- 1,532,520 3,754,879 269,815 1,532,520
Colonial Shoppes Quaker Village -0- 931,000 7,901,874 378,922 934,967
Colonial Shoppes Stanley -0- 450,000 1,657,870 132,379 451,918
Colonial Shoppes Yadkinville -0- 1,080,000 1,224,136 3,344,971 1,084,602
Old Springville Shopping Center -0- 272,594 -0- 3,392,986 277,975
Olde Town Shopping Center -0- 343,325 -0- 2,838,004 343,325
P&S Building -0- 104,089 558,646 226,485 104,089
Rivermont Shopping Center 1,470,861 515,250 2,332,486 349,675 517,446
Temple Mall -0- -0- -0- 27,350,187 2,981,736
Village at Roswell Summit 1,574,927 450,000 2,563,642 177,594 451,918
Office:
250 Commerce Street -0- 25,000 200,200 2,339,902 25,000
AmSouth Center -0- 764,961 -0- 19,028,962 764,961
Colonial Center at Research Park -0- 1,003,865 -0- 12,091,063 1,003,865
Colonial Plaza -0- 1,001,375 12,381,023 5,600,608 1,005,642
Concourse Center -0- 4,875,000 25,702,552 831,718 4,875,000
Emmett R. Johnson Bldg. -0- 1,794,672 14,801,258 305,284 1,794,672
Independence Plaza -0- 1,505,000 6,018,476 2,641,929 1,505,000
International Park -0- 1,279,355 5,668,186 18,858,065 3,087,151
Interstate Park 3,588,151 1,125,990 7,113,558 9,909,283 1,125,988
Lakeside Office Park -0- 423,451 8,313,291 763,524 425,255
Colonial Center @ Mansell Overlook 17,076,352 4,540,000 44,012,971 59,571,961 8,209,024
Perimeter Corporate Park 5,147,131 1,422,169 18,377,648 1,609,894 1,422,169
Progress Center -0- 521,037 14,710,851 1,619,713 523,258
Riverchase Center -0- 1,916,727 22,091,651 2,241,098 1,924,895
Shades Brook Building -0- 873,000 2,240,472 225,461 873,000
Shoppes at Mansell -0- 600,000 3,089,565 64,531 600,000
University Park -0- 396,960 2,971,049 1,860,150 396,959
Active Development Projects:
CG at North Heathrow Phase II -0- 3,363,141 -0- 0
CG at Town Park (Lake Mary) -0- 3,555,408 -0- 4,758,063
CV at Town Park (Sarasota) -0- 1,566,765 -0- 6,901,174
CG at Wesleyan III -0- -0- -0- 238,931
Colonial Center Town Park 100 -0- 1,391,500 -0- 2,676,817
Colonial Center at Mansell Overlook 500 -0- -0- -0- 260,632
Other Miscellaneous Projects -0- -0- -0- 6,963,970
Unimproved Land:
Colonial Mall Valdosta -0- 975,506 -0- 141,418
CG at North Lakewood Ranch -0- 47,990 -0- 0
McGehee Place Land -0- 114,166 -0- (0)
CV at Town Park Infrastructure -0- 1,184,919 -0- 5,731,131
Colonial Town Park Infrastructure -0- 21,991,447 -0- 4,578,951
Other Land -0- 1,672,800 -0- -0-
--------------- ---------------- ---------------- ---------------- --------------
$ 283,127,783 $ 282,880,148 $ 1,070,506,069 $ 755,928,620 $ 238,645,722
=============== ================ ================ ================ ==============
SCHEDULE III
COLONIAL REALTY LIMITED PARTNERSHIP
REAL ESTATE INVESTMENTS AND ACCUMULATED DEPRECIATION
December 31, 2000
Gross Amount Which Carried
at Close of Period Date
----------------------------------- Acquired/
Buildings and Accumulated Date Placed in Depreciable
Description Improvements Total Depreciation Completed Service Lives-Years
- --------------------------------------- ---------------- ----------- ------------- ------------ --------- ------------
Multifamily:
CG at Bayshore 18,642,035 $ 21,075,422 2,684,092 1997 1985/97/98 7-40 Years
CG at Carrollwood 12,421,006 $ 13,885,006 3,121,829 1966 1994 7-40 Years
CG at Citrus Park 11,298,232 $ 12,626,555 996,583 1999 1997 7-40 Years
CG at Cypress Crossing 19,350,995 $ 21,476,131 1,712,863 1999 1998 7-40 Years
CG at Edgewater 25,023,969 $ 27,626,294 4,500,676 1990 1994 7-40 Years
CG at Galleria 42,947,732 $ 47,547,732 6,983,823 1986 1994 7-40 Years
CG at Galleria II 7,943,414 $ 8,701,853 1,249,492 1996 1996 7-40 Years
CG at Galleria Woods 13,000,830 $ 14,220,830 2,226,300 1994 1996 7-40 Years
CG at Heather Glen 30,389,063 $ 34,523,297 1,227,109 2000 1998 7-40 Years
CG at Heathrow 18,031,000 $ 20,591,661 2,967,670 1997 1994/97 7-40 Years
CG at Hunter's Creek 28,625,668 $ 33,933,780 4,212,401 1996 1996 7-40 Years
CG at Lakewood Ranch 20,025,845 $ 22,174,659 1,474,426 1999 1997 7-40 Years
CG at Liberty Park 24,642,309 $ 26,938,328 689,139 2000 1998 7-40 Years
CG at Madison 21,376,472 $ 23,208,022 917,826 2000 1998 7-40 Years
CG at Natchez Trace 16,857,291 $ 18,054,882 2,071,605 1995/97 1997 7-40 Years
CG at Palma Sola 13,089,299 $ 14,568,651 5,216,656 1992 1992 7-40 Years
CG at Promenade 26,188,942 $ 27,857,046 982,831 1992 1992 7-40 Years
CG at Research Park 31,654,577 $ 35,334,577 6,055,975 1987/94 1994 7-40 Years
CG at Reservoir 12,904,305 $ 14,025,817 399,420 2000 1998 7-40 Years
CG at Riverchase 26,979,579 $ 29,319,579 4,877,088 1984/91 1994 7-40 Years
CG at Spring Creek 13,669,617 $ 14,853,617 2,264,614 1992/94 1996 7-40 Years
CG at Wesleyan 18,912,169 $ 20,316,948 2,230,139 1997 1996/97 7-40 Years
Colony Park 5,233,411 $ 5,642,816 1,102,376 1975 1993 7-40 Years
CV at Ashford Place 6,073,505 $ 6,611,105 768,739 1983 1996 7-40 Years
CV at Ashley Plantation 24,795,327 $ 27,010,817 1,962,435 1997 1998 7-40 Years
CV at Caledon Wood 19,913,293 $ 22,022,242 2,295,034 1995/96 1997 7-40 Years
CV at Cordova 4,545,465 $ 4,679,466 2,694,078 1983 1983 7-40 Years
CV at Gainesville 27,843,608 $ 31,205,458 6,581,594 1989/93/94 1994 7-40 Years
CV at Haverhill 20,211,528 $ 21,982,528 1,685,733 1998 1998 7-40 Years
CV at Hillcrest 4,632,125 $ 4,964,925 627,324 1981 1996 7-40 Years
CV at Huntleigh Woods 5,904,175 $ 6,649,775 1,165,673 1978 1994 7-40 Years
CV at Inverness 11,550,212 $ 12,628,061 2,301,925 1986/87/90 1986/87/90 7-40 Years
CV at Inverness II/III/IV 13,214,425 $ 15,105,567 4,070,222 1997 1997 7-40 Years
CV at Lake Mary 18,318,543 $ 21,952,638 5,551,343 1991/95 1991/95 7-40 Years
CV at McGehee Place 17,435,648 $ 18,277,969 5,570,747 1986/95 1986/95 7-40 Years
CV at Monte D'Oro 8,767,797 $ 9,767,797 1,669,647 1977 1994 7-40 Years
CV at North Ingle 4,638,493 $ 5,136,067 945,533 1983 1983 7-40 Years
CV at Oakleigh 9,904,325 $ 10,788,689 1,273,342 1997 1997 7-40 Years
CV at Timothy Woods 12,027,023 $ 13,051,370 1,504,191 1996 1997 7-40 Years
CV at Trussville 19,751,474 $ 21,261,883 2,635,524 1996/97 1997 7-40 Years
CV at Vernon Marsh 7,035,147 $ 7,996,131 2,087,946 1986/87 1986/93 7-40 Years
CV at Walton Way 11,259,294 $ 12,283,294 512,050 1970/88 1998 7-40 Years
CV at White Bluff 5,385,570 $ 6,084,698 1,054,201 1986 1993 7-40 Years
Patio I, II & III 5,332,277 $ 5,698,994 1,054,475 1966/83/84 1994/93/93 7-40 Years
Ski Lodge - Tuscaloosa 7,994,815 $ 9,058,815 1,581,078 1976/92 1994 7-40 Years
Retail:
Britt David Shopping Center 4,983,429 $ 6,738,429 767,225 1990 1994 7-40 Years
Brookwood Mall 34,779,660 $ 42,951,033 2,676,294 1973/91 1997 7-40 Years
Colonial Mall Auburn-Opelika 17,152,902 $ 17,876,617 9,575,025 1973/84/89 1973/84/89 7-40 Years
Colonial Mall Bel Air 84,311,277 $ 91,828,277 4,812,762 1966/90/97 1998 7-40 Years
Colonial Mall Burlington 27,356,740 $ 31,494,296 2,314,927 1969/86/94 1997 7-40 Years
Colonial Mall Decatur 26,120,731 $ 29,383,531 4,024,535 1979/89 1993 7-40 Years
Colonial Mall Gadsden 21,084,220 $ 21,723,797 10,979,068 1974/91 1974 7-40 Years
Colonial Mall Glynn Place 24,831,407 $ 28,434,875 2,426,490 1986 1997 7-40 Years
Colonial Mall Greenville 29,239,696 $ 33,672,696 1,122,382 1965/89/99 1999 7-40 Years
Colonial Mall Lakeshore 33,481,550 $ 38,147,650 3,228,587 1984-87 1997 7-40 Years
Colonial Mall Mrytle Beach 38,132,877 $ 47,279,264 4,213,559 1986 1996 7-40 Years
Colonial Mall Staunton 18,917,243 $ 21,824,580 1,724,110 1969/86/97 1997 7-40 Years
Colonial Mall Valdosta 33,212,895 $ 37,691,309 3,104,452 1982-85 1997 7-40 Years
Colonial Malll Macon 91,078,226 $ 96,586,788 24,039,113 1975/88/97 1975/88 7-40 Years
Colonial Mayberry Mall 4,300,847 $ 5,167,022 382,007 1968/86 1997 7-40 Years
Colonial Promenade Bardmoor 9,513,211 $ 11,502,230 1,090,100 1981 1996 7-40 Years
Colonial Promenade Beechwood 21,565,712 $ 24,142,195 2,146,132 1963/92 1997 7-40 Years
Colonial Promenade Burnt Store 8,394,550 $ 12,144,550 1,387,140 1990 1994 7-40 Years
Colonial Promenade Hunter's Creek 13,327,751 $ 17,509,511 1,538,442 1993/95 1996 7-40 Years
Colonial Promenade Lakewood 13,873,167 $ 16,870,407 1,179,969 1995 1997 7-40 Years
Colonial Promenade Montgomery 12,158,797 $ 16,491,228 3,185,935 1990 1993 7-40 Years
Colonial Promenade Montgomery N 6,591,385 $ 8,992,567 469,219 1997 1995 7-40 Years
Colonial Promenade Northdale 11,184,660 $ 14,244,420 1,068,471 1988/00 1995 7-40 Years
Colonial Promenade Trussville 29,858,680 $ 34,072,218 497,640 2000 1998 7-40 Years
Colonial Promenade Tuskawilla 7,017,243 $ 10,676,283 999,081 1990 1995 7-40 Years
Colonial Promenade Tutwiler Farm 14,510,897 $ 24,799,035 66,470 2000 1999 7-40 Years
Colonial Promenade University Park 21,115,642 $ 28,062,427 7,598,712 1986/89 1993 7-40 Years
Colonial Promenade Wekiva 15,671,772 $ 18,489,560 1,767,871 1990 1996 7-40 Years
Colonial Promenade Winter Haven 6,506,543 $ 10,551,588 899,342 1986 1995 7-40 Years
Colonial Shoppes at Inverness 1,473,112 $ 3,160,271 153,065 1984 1997 7-40 Years
Colonial Shoppes Bear Lake 6,827,174 $ 8,961,614 1,006,892 1990 1995 7-40 Years
Colonial Shoppes Bellwood 5,148,401 $ 5,478,401 1,352,448 1988 1988 7-40 Years
Colonial Shoppes McGehee 5,874,707 $ 6,071,860 1,599,217 1986 1986 7-40 Years
Colonial Shoppes Paddock Park 4,024,694 $ 5,557,214 558,078 1988 1995 7-40 Years
Colonial Shoppes Quaker Village 8,276,829 $ 9,211,796 718,667 1968/88/97 1997 7-40 Years
Colonial Shoppes Stanley 1,788,331 $ 2,240,249 171,873 1987/96 1997 7-40 Years
Colonial Shoppes Yadkinville 4,564,505 $ 5,649,107 350,118 1971/97 1997 7-40 Years
Old Springville Shopping Center 3,387,605 $ 3,665,580 2,806,074 1982 1982 7-40 Years
Olde Town Shopping Center 2,838,004 $ 3,181,329 888,556 1978/90 1978/90 7-40 Years
P&S Building 785,131 $ 889,220 532,315 1946/76/91 1974 7-40 Years
Rivermont Shopping Center 2,679,965 $ 3,197,411 241,720 1986/97 1997 7-40 Years
Temple Mall 24,368,451 $ 27,350,187 337,629 1965/89/99 1999 7-40 Years
Village at Roswell Summit 2,739,318 $ 3,191,236 222,808 1988 1997 7-40 Years
Office:
250 Commerce Street 2,540,102 $ 2,565,102 2,396,299 1904/81 1980 7-40 Years
AmSouth Center 19,028,962 $ 19,793,923 7,523,869 1990 1990 7-40 Years
Colonial Center at Research Park 12,091,062 $ 13,094,928 329,376 1999 1998 7-40 Years
Colonial Plaza 17,977,364 $ 18,983,006 1,218,060 1982 1997 7-40 Years
Concourse Center 26,534,270 $ 31,409,270 1,608,205 1981/85 1998 7-40 Years
Emmett R. Johnson Bldg. 15,106,543 $ 16,901,215 567,810 1982/95 1999 7-40 Years
Independence Plaza 8,660,405 $ 10,165,405 503,361 1981/92 1998 7-40 Years
International Park 22,718,455 $ 25,805,606 1,012,404 1987/89 1997 7-40 Years
Interstate Park 17,022,843 $ 18,148,831 6,019,257 1982-85/89 1982-85/89 7-40 Years
Lakeside Office Park 9,075,010 $ 9,500,266 824,642 1989/90 1997 7-40 Years
Colonial Center @ Mansell Overlook 99,915,908 $ 108,124,932 5,587,649 1987/96/97/00 1997 7-40 Years
Perimeter Corporate Park 19,987,542 $ 21,409,711 1,411,561 1986/89 1998 7-40 Years
Progress Center 16,328,344 $ 16,851,601 1,485,386 1983-91 1997 7-40 Years
Riverchase Center 24,324,581 $ 26,249,476 2,405,074 1984-88 1997 7-40 Years
Shades Brook Building 2,465,933 $ 3,338,933 148,290 1979 1998 7-40 Years
Shoppes at Mansell 3,154,096 $ 3,754,096 193,319 1996/97 1998 7-40 Years
University Park 4,831,200 $ 5,228,159 2,256,827 1985 1985 7-40 Years
Active Development Projects:
CG at North Heathrow Phase II 3,363,141 $ 3,363,141 N/A 1997 N/A
CG at Town Park (Lake Mary) 8,313,472 $ 8,313,472 N/A 2000 N/A
CV at Town Park (Sarasota) 6,901,174 $ 6,901,174 N/A 2000 N/A
CG at Wesleyan III 238,931 $ 238,931 N/A 1996 N/A
Colonial Center Town Park 100 4,068,317 $ 4,068,317 N/A 2000 N/A
Colonial Center at Mansell Overlook 500 260,632 $ 260,632 N/A 2000 N/A
Other Miscellaneous Projects 6,963,970 $ 6,963,970 256,666 N/A 2000 N/A
Unimproved Land:
Colonial Mall Valdosta 1,116,924 $ 1,116,924 N/A 1997 N/A
CG at North Lakewood Ranch 47,990 $ 47,990 N/A 1999 N/A
McGehee Place Land 114,166 $ 114,166 N/A 1981 N/A
CV at Town Park Infrastructure 5,731,131 $ 5,731,131 N/A 2000 N/A
Colonial Town Park Infrastructure 26,570,398 $ 26,570,398 N/A 1999 N/A
Other Land 1,672,800 $ 1,672,800 N/A 2000 N/A
---------------- ---------------- -------------
$ 1,867,917,431 $ 2,106,563,153 $255,730,341
================ ================ =============
NOTES TO SCHEDULE III
COLONIAL REALTY LIMITED PARTNERSHIP
December 31, 2000
(1) The aggregate cost for Federal Income Tax purposes was approximately
$1.8 billion at December 31, 2000.
(2) See description of mortgage notes payable in Note 8 of Notes to
Consolidated Financial Statements.
(3) The following is a reconciliation of real estate to balances reported
at the beginning of the year:
Reconciliation of Real Estate
2000 1999 1998
--------------- ---------------- ----------------
Real estate investments:
Balance at beginning of year $ 2,006,823,011 $ 1,863,798,665 $ 1,489,114,015
Acquisitions of new property 29,608,188 48,577,019 346,267,522
Improvements and development 138,186,127 222,513,472 134,804,450
Dispositions of property (68,054,173) (128,066,145) (106,387,322)
--------------- ---------------- ----------------
Balance at end of year $ 2,106,563,153 $ 2,006,823,011 $ 1,863,798,665
=============== ================ ================
Reconciliation of Accumulated Depreciation
2000 1999 1998
--------------- ---------------- ----------------
Accumulated depreciation:
Balance at beginning of year $ 206,448,061 $ 169,451,798 $124,236,057
Depreciation 59,548,811 52,912,745 46,787,982
Depreciation of disposition of property (10,266,531) (15,916,482) (1,572,241)
--------------- ---------------- ----------------
Balance at end of year $255,730,341 $206,448,061 $169,451,798
=============== ================ ================