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, 2003 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. |X|
Indicate by check mark whether the registrant is an accelerated filer
(as defined in Exchange Act Rule 12-b-2).
Yes |X| No |_|
The aggregate market value of the common units of partnership interest
held by non-affiliates of the registrant as of June 30, 2003 (the last business
day of the registrant's most recently completed second fiscal quarter) was
approximately $931,351,490, based on the last reported sale price of the common
shares of Colonial Properties Trust into which common units are exchangeable.
Documents Incorporated by Reference
Portions of Colonial Properties Trust's proxy statement for the annual
shareholders meeting to be held in 2004 are incorporated by reference to Items
10, 11, 12, 13 and 14 of Part III.
This annual report on Form 10-K contains certain "forward-looking
statements" within the meaning of Section 27A of the Securities Act of 1933, as
amended, and Section 21E of the Securities Exchange Act of 1934, as amended.
Such forward-looking statements involve known and unknown risks, uncertainties
and other factors that may cause our, and our affiliates, or the industry's
actual results, performance, achievements or transactions to be materially
different from any future results, performance, achievements or transactions
expressed or implied by such forward-looking statements. Such factors include,
among others, the following:
o National, regional and local economic and business conditions that
will, among other things, affect:
o Demand for multifamily, office and retail properties,
o The ability of the general economy to recover timely from the
current economic downturn,
o Availability and creditworthiness of tenants,
o The level of lease rents, and
o The availability of financing for both tenants and us;
o Adverse changes in the real estate markets, including, among other
things:
o Competition with other companies, and
o Risks of real estate acquisition and development (including the
failure of pending developments to be completed on time and
within budget);
o Actions, strategies and performance of affiliates that we may not
control or companies in which we have made investments;
o Ability to obtain insurance at a reasonable cost;
o Ability to maintain our general partner's status as a real estate
investment trust ("REIT") for federal and state income tax purposes;
o Governmental actions and initiatives; and
o Environmental/safety requirements.
PART I
Item 1. Business.
As used herein, the terms "CRLP", "we", "us" and "our" refer to Colonial
Realty Limited Partnership, a Delaware limited partnership, and its subsidiaries
and other affiliates, including, Colonial Properties Services Limited
Partnership ("CPSLP") and Colonial VRS L.L.C. or, as the context may require,
Colonial Realty Limited Partnership only. As used herein, the term the "Trust"
includes Colonial Properties Trust, an Alabama real estate investment trust, and
one or more of its subsidiaries and other affiliates, including CRLP, CPSLP and
Colonial Properties Services, Inc. or, as the context may require, Colonial
Properties Trust only.
We are the operating partnership of the Trust, our general partner,
which is an owner, developer and operator of multifamily, office and retail
properties in the Sunbelt region of the United States. The Trust is a
fully-integrated real estate company, which means that it is engaged in the
acquisition, development, ownership, management and leasing of commercial real
estate property. The Trust's assets are owned by, and substantially all of its
business is conducted through, CRLP and its subsidiaries and other affiliates.
The Trust holds approximately 71.8% of the interest in us. Our activities
include ownership and operation of a diversified portfolio of 112 properties as
of December 31, 2003, consisting of multifamily, office and retail properties
located in Alabama, Florida, Georgia, Mississippi, North Carolina, South
Carolina, Tennessee, Texas, and Virginia.
As of December 31, 2003, we owned 42 multifamily apartment communities
containing a total of 15,224 apartment units (the "multifamily properties"), 25
office properties containing a total of approximately 5.5 million square feet of
office space (the "office properties"), 45 retail properties containing a total
of approximately 15.3 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, 2003, the multifamily properties, the office properties, and
the retail properties that had achieved stabilized occupancy were 92.9%, 89.7%
and 89.6% leased, respectively.
Our executive offices are located at 2101 Sixth Avenue North, Suite
750, Birmingham, Alabama, 35203 and our telephone number is (205) 250-8700. We
were formed in Delaware on August 6, 1993.
Formation of the Trust and CRLP
The Trust and CRLP were formed to succeed to substantially all of the
interests of Colonial Properties, Inc., an Alabama corporation, 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 Properties, Inc.
Acquisitions and Developments
The following table summarizes our acquisitions and developments that
were completed in 2003. For the purposes of the following table and throughout
this Form 10-K, the size of a multifamily property is measured by the number of
units and the size of an office property or retail property is measured in
square feet.
Total
Total Cost
Location Units/Sq. Feet (in thousands)
------------------- ----------------- -------------------
Acquisitions:
Multifamily Properties
Colonial Grand at Metrowest Orlando, FL 311 $ 26,000
Colonial Village at Quarry Oaks Austin, TX 533 33,350
----------------- -------------------
844 59,350
----------------- -------------------
Office Properties
Colonial Center Research Place Huntsville, AL 272,558 18,912
----------------- -------------------
Total Acquisitions $ 78,262
-------------------
Completed Developments:
Office Properties
Colonial Center at TownPark 200 Orlando, FL 155,000 $ 18,623
----------------- -------------------
Retail Properties
----------------- -------------------
Colonial TownPark - Lake Mary Orlando, FL 143,000 19,247
----------------- -------------------
Total Developments $ 37,870
-------------------
Total Acquisitions and Developments $ 116,132
-------------------
Acquisitions
During 2003, we acquired two multifamily properties and one office
property as described below.
Multifamily Properties
Colonial Grand at Metrowest - During December 2003, we acquired
Colonial Grand at Metrowest, a 311 unit apartment community located in the
prestigious Metrowest master planned development in the southwest submarket of
Orlando, Florida. The total purchase price was $26.0 million and was funded
through advances on our unsecured line of credit. The property was originally
built in 1997 and was 94.0% leased upon acquisition.
Colonial Village at Quarry Oaks - During December 2003, we acquired
Colonial Village at Quarry Oaks, a 533 unit apartment community located in the
northwest area of Austin, Texas, known as the Round Rock submarket. The total
purchase price was $33.4 million and was funded through advances on our
unsecured line of credit. The property was originally built in 1996 and was
91.0% leased upon acquisition.
Office Property
Colonial Center Research Place - During December 2003, we acquired
Colonial Center Research Place, a 272,558 square foot office building located
within the Research Place office complex in Huntsville, Alabama. Colonial Center
Research Place was constructed in 1979, renovated in 1984 and 1998, and was 100%
occupied upon acquisition. Included in the purchase, we acquired approximately
30 acres of undeveloped land that could be used for future development. The
property is located adjacent to our existing development Colonial Center at
Research Park. The total purchase price was $18.9 million and was funded through
advances on our unsecured line of credit.
Completed Development
Office Property
Colonial Center TownPark 200--During the fourth quarter of 2003, we
completed the development of Colonial Center TownPark 200, a 155,000 square foot
Class A office building in Orlando, Florida, which is part of a mixed-use
development integrating multifamily, office, and retail products. The building
includes the most advanced technology systems available in the market, including
high-speed internet access and fiber optic network infrastructure. Project
development costs, including land acquisitions totaled $18.6 million, and were
funded through advances on our unsecured line of credit. Additional costs of
$4.5 million are expected to be spent in future periods on tenant and building
improvements as the remaining space is leased, bringing the total expected cost
of the project to $23.1 million.
Retail Property
Colonial TownPark - Lake Mary--During the fourth quarter of 2003, we
completed the development of the retail portion of Colonial TownPark - Lake
Mary, a 143,000 square foot shopping center located in Orlando, Florida, within
the Colonial TownPark mixed-use development. The shopping center is anchored by
AmStar Theatre and will include approximately 94,000 square feet of upscale
specialty shops and restaurants. Project development costs, including land
acquisitions costs, totaled $19.2 million and were funded through our unsecured
line of credit. Additional costs of $9.0 million are expected to be spent in
future periods on tenant and building improvements as the remaining space is
leased, bringing the total expected cost of the project to $28.2 million.
Continuing Development Activity
The following table summarizes our properties that are under
construction, including undeveloped land, at December 31, 2003:
Total Costs
Units/ Estimated Capitalized
Square Estimated Total Costs To Date
Feet Completion (in thousands) (in thousands)
---------- ------------- --------------- ----------------
Multifamily Projects:
Colonial Grand at Mallard Creek 252 2005 $ 19,417 $ 4,189
Colonial Village Twin Lakes 460 2005 35,000 10,992
Retail Projects:
Colonial Promenade Trussville Phase II 59,000 2004 8,400 6,809
Colonial Shoppes Clay (redevelopment) 66,000 2004 4,300 3,560
Colonial Mall Myrtle Beach (redevelopment) 530,000 2004 28,600 5,303
Colonial University Village (redevelopment) 555,000 2005 19,100 10,742
Mixed Use Projects Infrastructure:
Colonial TownPark - Lake Mary 33,168 21,788
Colonial TownPark - Sarasota 6,410 5,142
Colonial Center at Mansell 8,330 7,921
Other Projects and Undeveloped Land 37,816
----------------
$ 114,262
================
Continuing Multifamily Development Activity
Colonial Grand at Mallard Creek--During the fourth quarter of 2003, we
began the development of Colonial Grand at Mallard Creek, a 252-unit multifamily
community located in Charlotte, North Carolina. The new apartments will include
numerous luxuries, including high-speed internet access, a fitness center, a
swimming pool, and a resident business center. Project development costs,
including land acquisition costs, are expected to be $19.4 million and will be
funded through our unsecured line of credit. The development is expected to be
completed in the first quarter of 2005.
Colonial Village at Twin Lakes--During the fourth quarter of 2003, we
began the development of Colonial Village at Twin Lakes, a 460-unit multifamily
community located in Orlando, Florida. The new apartments will include numerous
luxuries, including high-speed internet access, a fitness center, a swimming
pool, and a resident business center. Project development costs, including land
acquisition costs, are expected to be $35.0 million and will be funded through
our unsecured line of credit. The development is expected to be completed during
the fourth quarter of 2005.
Continuing Retail Development and Redevelopment Activity
Colonial Promenade Trussville II--During the fourth quarter of 2002, we
began the development of Colonial Promenade Trussville II, a 59,000 square foot
addition to Colonial Promenade Trussville, a community shopping center located
in Birmingham, Alabama. The center will be anchored by a Sam's and Kohl's.
Project development costs, including land acquisitions costs, are expected to
total $8.4 million and will be funded through our unsecured line of credit. We
expect to complete the project in the second quarter of 2004.
Colonial Shoppes Clay - During 2003, we began the redevelopment of
Colonial Shoppes Clay, a 66,000 square foot community shopping center located in
Birmingham, Alabama. The center will be anchored by a Publix Super Market.
Project redevelopment costs are expected to total $4.3 million and will be
funded through our unsecured line of credit. We expect to complete the project
in the first quarter of 2004.
Colonial Mall Myrtle Beach - During 2003, we began the redevelopment of
Colonial Mall Myrtle Beach, a 530,000 square foot regional mall located in
Myrtle Beach, South Carolina. The redeveloped mall will include a new Bass Pro
Shops Outdoor World, an expanded American Eagle, and many more specialty shops.
Project redevelopment costs are expected to total $28.6 million and will be
funded through our unsecured line of credit. We expect to complete the project
in the third quarter of 2004.
Colonial University Village - During 2003, we began the redevelopment
of Colonial University Village, a 555,000 square foot regional mall located in
Auburn, Alabama. The redeveloped mall will be anchored by J.C. Penney,
Dillard's, Sears and Belk's Department Store. The redevelopment will also add an
additional 41,000 square feet of specialty shops and restaurants to the existing
mall. Project redevelopment costs are expected to total $19.1 million and will
be funded through our unsecured line of credit. We expect to complete the
project in the fourth quarter of 2004.
Dispositions
During 2003, we disposed of one multifamily property representing 176
units, one office property representing 29,000 square feet, and one retail
property representing 152,667 square feet. The multifamily, office and retail
properties were sold for a total sales price of $33.9 million, which was used to
repay a portion of the borrowings under our unsecured line of credit. The
following table is a summary of our disposition activity in 2003:
Gain on Sales of
Units/Square Sales Price Property
Property Location Feet (in thousands) (in thousands)
------------------------------- ------------------- --------------- ----------------- --------------------
Multifamily
Colonial Grand at Citrus Park Tampa, FL 176 $ 13,800 $ 3,025
Office
2100 International Park Birmingham, AL 29,000 3,033 567
Retail
Colonial Promenade Bardmoor St. Petersburg, FL 152,667 17,100 6,533
---------------- ------------------
Total $ 33,933 $ 10,125
================ ==================
Recent Developments
Joint Venture-- During December 2003, CRLP and entities affiliated with
Dreyfuss Real Estate Advisors (DRA) entered into a partnership agreement, in
which we maintain a 10% interest in and manage three multifamily assets located
in Birmingham, Alabama. The three assets are Colony Woods, The Meadows of Brook
Highland and Madison at Shoal Run, which contain a total of 1,090 units. We
purchased our 10% equity interest for a purchase price of $2.3 million, assumed
$4.2 million of mortgaged debt, and the investment in the partnership is
maintained on the cost basis of accounting.
Financing Activity
We funded our acquisition, development and re-development activities
primarily through proceeds received from the disposition of assets and advances
on our bank line of credit.
On April 4, 2003, we completed a $125.0 million public debt offering of
unsecured senior notes. The notes, which mature in April 2013, bear a coupon
rate of 6.15%, and were priced to yield an effective rate of 6.18% over the ten
year term. We used the net proceeds of the offering to repay a portion of the
outstanding balance on our unsecured line of credit.
On April 30, 2003, the Trust entered into a transaction in which $125.0
million or 5,000,000 depositary shares, each representing 1/10 of a share of
8.125% Series D Cumulative Redeemable Preferred Shares of Beneficial Interest of
the Trust, were issued. The proceeds were contributed by the Trust to CRLP in
exchange for the issuance by CRLP to the Trust of related Series D preferred
units. The depositary shares may be redeemed by the Trust on or after April 30,
2008 and have a liquidation preference of $25.00 per depositary share. The
depositary shares have no stated maturity, sinking fund or mandatory redemption
and are not convertible into any other securities of the Trust. The net proceeds
of the offering were approximately $120.7 million and were used to redeem the
Trust's $125.0 million 8.75% Series A Cumulative Redeemable Preferred Shares of
Beneficial Interest ("Series A preferred shares") and the related Series A
preferred units on May 7, 2003. Upon redemption of the Series A preferred units,
we deducted the original issuance costs of the Series A preferred shares of $4.5
million from net income available to common unitholders, in accordance with the
SEC's clarification of Emerging Issues Task Force (EITF) Abstracts, Topic No.
D-42 "The Effect on the Calculation of Earnings per Share for the Redemption or
Induced Conversion of Preferred Stock".
On June 2, 2003, the Trust issued $75.2 million or 2,110,000 of its
common shares at $35.65 per share in a public offering, in which Merrill Lynch &
Co. acted as underwriter. The net proceeds from the offering, after deducting
offering expenses were $72.5 million. The proceeds were contributed to CRLP in
exchange for common units and were used to repay a portion of the outstanding
balance on CRLP's unsecured line of credit.
Over the last few years, we have maintained our asset recycling
program, which we believe allows us to maximize our investment returns through
the sale of assets that have reached their maximum investment potential and
reinvest the proceeds into opportunities with more growth potential. As noted
above, during 2003, we sold one multifamily property representing 176 units, one
office property representing 29,000 square feet, and one retail property
representing 152,667 square feet. The multifamily, office and retail properties
were sold for a total sales price of $33.9 million, which was used to repay a
portion of the borrowings under our unsecured line of credit and to support our
investment activities. Our ability to generate cash from asset sales is limited
by market conditions and certain rules applicable to REITs. Our ability to sell
properties in the future to raise cash will be limited if market conditions make
such sales unattractive. Additionally, throughout 2003, we sold various parcels
of land located adjacent to our existing properties for an aggregate sales price
of $24.0 million, which was also used to repay a portion of the borrowings under
our unsecured line of credit and to support our investment activities.
In accordance with SFAS No. 144, Accounting for the Impairment or
Disposal of Long-Lived Assets, we record individual property sales as
discontinued operations, unless we maintain a continuing involvement with the
properties that have been sold. During 2003, all of the operating properties
sold were classified as discontinued operations and the sales of the parcels of
land were classified within continuing operations.
Business Strategy
Our business objective is to generate stable and increasing cash flow and
portfolio value for our partners through a strategy of:
o realizing growth in income from our existing portfolio of properties;
o developing, expanding, and selectively acquiring additional
multifamily, office and retail properties in growth markets located in
the Sunbelt region of the United States, where we have first-hand
knowledge of growth patterns and local economic conditions and believe
we have a competitive advantage due to our size and access to
lower-cost capital;
o recycling capital by selectively disposing of assets that have reached
their maximum investment potential and reinvesting the proceeds into
opportunities with more growth potential;
o managing our own properties, which enables us to better control
operating expenses and establish long-term relationships with our
office and retail tenants;
o maintaining our third-party property management business, which
increases cash flow and establishes additional relationships with
potential tenants; and
o employing a comprehensive capital maintenance program to maintain
properties in first-class condition.
Our business strategy and the implementation of that strategy is
determined by the Trust's Board of Trustees and may be changed from time to
time.
Financing Strategy
We seek to maintain a well-balanced, conservative and flexible capital
structure by:
o maintaining conservative debt service and fixed charge coverage ratios
in order to sustain our investment grade status;
o extending and sequencing the maturity dates of our debt;
o borrowing primarily at fixed rates; and
o generally pursuing long-term debt financings and refinancings on an
unsecured basis.
We believe that these strategies have enabled and should continue to
enable us to access the debt and equity capital markets to fund debt
refinancings and the acquisition and development of additional properties.
As of December 31, 2003, we have an unsecured bank line of credit
providing for total borrowings of up to $320 million. This line of credit
agreement bears interest at LIBOR plus a spread calculated based our unsecured
debt ratings from time to time. Based on our current debt ratings, the spread is
105 basis points. The line of credit is renewable in November 2005, and provides
for a one-year extension. The line of credit agreement includes a competitive
bid feature that will allow us to convert up to $160 million under the line of
credit to a fixed rate, for a fixed term not to exceed 90 days. The credit
facility had an outstanding balance of $205.9 million at December 31, 2003. The
floating weighted average interest rate of this short-term borrowing facility,
including the competitive bid balance, was 2.16% at December 31, 2003.
At December 31, 2003, our total consolidated outstanding debt balance
was $1.3 billion. The outstanding balance includes fixed-rate debt of $1.0
billion, or 76.9% of the total debt balance, and floating-rate debt of $292.6
million, or 23.1% of the total debt balance. Our total market capitalization
(which we define as the sum of our outstanding indebtedness, the total
liquidation preference of all our preferred units and the total market value of
our common units) as of December 31, 2003 was $3.0 billion and our ratio of debt
to market capitalization was 42.3%. We have certain loan agreements that contain
restrictive covenants, which among other things require maintenance of various
financial ratios. At December 31, 2003, we were in compliance with these
covenants.
We may modify our borrowing policy and may increase or decrease our
ratio of debt to total market capitalization in the future. To the extent that
the Trust's Board of Trustees determines to seek additional capital, we 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 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.
We have entered into several different hedging transactions in an
effort to manage our exposure to changes in interest rates. The following table
summarizes the notional values, fair values and other characteristics of our
derivative financial instruments at December 31, 2003. The notional value at
December 31, 2003 provides an indication of the extent of our involvement in
these instruments at that time, but does not represent exposure to credit,
interest rate, or market risk.
Fair Value
Interest At December 31, 2003
Product Type Notional Value Rate Maturity (in thousands)
------------------------------ ---------------------- ------------- ------------- ----------------------
Interest Rate SWAP, Cash Flow $30.2 - $27.7 million 5.932% 1/01/06 $ (2,126)
Interest Rate SWAP, Cash Flow $50.0 million 2.113% 1/02/04 (1)
Interest Rate CAP, Cash Flow $21.1 million 6.850% 6/29/04 -
Interest Rate CAP, Cash Flow $17.9 million 6.850% 7/06/04 -
Interest Rate CAP, Cash Flow $30.4 million 11.200% 6/30/06 6
Interest Rate CAP, Cash Flow $17.1 million 4.840% 4/1/04 -
Interest Rate CAP, Cash Flow $27.0 million 4.840% 4/1/04 -
Interest Rate CAP, Cash Flow $8.7 million 4.840% 4/1/04 -
We do not use derivatives for trading or speculative purposes. Further,
we have a policy of only entering into contracts with major financial
institutions based upon their credit ratings and other factors. When viewed in
conjunction with the underlying and offsetting exposure that the derivatives are
designed to hedge, we have not sustained a material loss from those instruments
nor do we anticipate any material adverse effect on our net income or financial
position in the future from the use of derivatives.
Property Management
We are experienced in the management and leasing of multifamily, office
and retail properties and believe that the management and leasing of our own
portfolio has helped maintain consistent income growth and has resulted in
reduced operating expenses from the properties. The third-party management,
leasing and brokerage businesses conducted through Colonial Properties Services,
Inc. ("CPSI") have provided us 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 our own properties. These businesses also
allow us to establish additional relationships with tenants who may require
additional office or retail space and to identify potential acquisitions.
Operational Structure
We manage our business with three separate and distinct operating
divisions: multifamily, office and retail. We have centralized functions that
are common to each division, including accounting, information technology and
administrative services. Decisions regarding acquisitions, developments and
dispositions are also centralized. 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 us 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
us with unique synergies allowing us to take advantage of a variety of
investment opportunities. In addition, the third-party management, leasing and
brokerage businesses have provided us 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 our own properties. These businesses also
allow us to establish additional relations with tenants that may require
additional retail or office space and to identify potential acquisitions. See
note 7 - Segment Information in our Notes to Consolidated Financial Statements
contained in this Form 10-K for information on our three segments and the
reconciliation of total segment revenues to total revenues, total segment net
operating income to income from continuing operations and minority interest, and
total divisional assets to total assets for the years ended December 31, 2003,
2002 and 2001. Information regarding our segments contained in such note 7 -
Segment Information in our Notes to Consolidated Financial Statements is
incorporated by reference herein. Additional information with respect to each of
the operating divisions is set forth below:
Multifamily Division. Our multifamily division is responsible for all
aspects of multifamily operations, including day-to-day management and leasing
of the 42 multifamily properties, as well as the provision of third-party
management services for apartment communities in which we do not have an
ownership interest or have a non-controlling ownership interest.
Office Division. Our office division is responsible for all aspects of
our commercial office operations, including the provision of management and
leasing services for the 25 office properties, as well as the provision of
third-party management services for office properties in which we do not have an
ownership interest and for brokerage services in other office property
transactions.
Retail Division. Our retail division is responsible for all aspects of
our 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 we do not have an ownership
interest and for brokerage services in other retail property transactions.
Competition
The ownership, development, operation and leasing of multifamily,
office and retail properties are highly competitive. We compete with domestic
and foreign financial institutions, REITs, life insurance companies, pension
trusts, trust funds, partnerships and individual investors for the acquisition
of properties. In addition, we compete for tenants in our markets primarily on
the basis of property location, rent charged, services provided and the design
and condition of improvements. Our diversified business strategy of investing in
multifamily, office and retail property types that are located in high-growth,
demographically attractive cities in key Sunbelt states allows us to shift
assets within our portfolio in order to take advantage of market timing and
economic cycles, and to maximize investment returns.
Seasonality
Our multifamily properties and office properties generally are not
affected by seasonality. However, the retail shopping center industry is
seasonal in nature, with shopping center tenant sales peaking during the fourth
quarter due to the holiday season. As a result, a substantial portion of the
percentage rent at our retail properties is not recognized until the fourth
quarter. Furthermore, most new lease-up occurs towards the later part of the
year in anticipation of the holiday season and most vacancies occur toward the
beginning of the year. In addition, the majority of the temporary tenants take
occupancy in the fourth quarter. Accordingly, cash flow and occupancy levels are
generally lowest in the first quarter and highest in the fourth quarter.
Environmental Matters
We believe that our properties are in compliance in all material
respects with all federal, state and local ordinances and regulations regarding
hazardous or toxic substances. We are not aware of any environmental condition
which we believe would have a material adverse effect on our financial condition
or results of operations (before consideration of any potential insurance
coverage). Nevertheless, it is possible that there are material environmental
liabilities of which we are unaware. Moreover, no assurances can be given that
(i) future laws, ordinances or regulations will not impose any material
environmental liability or (ii) the current environmental condition of our
properties have not been or will not be affected by tenants and occupants of our
properties, by the condition of properties in the vicinity of our properties or
by third parties unrelated to us. See "Risk Factors--Risks Associated with Our
Operations-- We could incur significant costs related to environmental issues
which could adversely affect our results of operations through increased
compliance costs or our financial condition if we become subject to a
significant liability" for a further discussion.
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. We anticipate that we will review our insurance
coverage and policies from time to time to determine the appropriate level of
coverage, but we cannot predict at this time if we will be able to obtain or
maintain full coverage at a reasonable cost in the future.
Employees
As of December 31, 2003, CRLP employed approximately 950 persons,
including on-site property employees who provide services for the properties
that we own and/or manage.
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 Trust 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 Trust
qualifies for taxation as a REIT, the Trust 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 Trust qualifies for taxation as a REIT,
the Trust 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.
In addition, our consolidated financial statements include the
operations of a taxable REIT subsidiary, CPSI, that is not entitled to a
dividends paid deduction and is subject to federal, state and local income
taxes. CPSI provides property management, construction management and
development services for third-party owned properties and administrative
services to us. We generally reimburse CPSI for payroll and other costs incurred
in providing services to us. All inter-company transactions are eliminated in
the accompanying consolidated financial statements. We recognized tax expense of
$0.1 million in 2003 related to the taxable income of CPSI.
Available Information
Our general partner's website address is www.colonialprop.com and
provides access in the "Investor Relations" section, free of charge, to our
annual report on Form 10-K, quarterly reports on Form 10-Q, current reports on
Form 8-K, and all amendments to these reports as soon as reasonably practicable
after such material is electronically filed with or furnished to the Securities
and Exchange Commission. Additionally, our general partner's corporate
governance guidelines, governance committee charter, audit committee charter,
executive compensation committee charter, our general partner's code of ethics
for the Trust's trustees, officers and employees, and our general partner's code
of ethical conduct for the Trust's chief executive officer and senior financial
officers are available on our general partner's website as well. If you are not
able to access our general partner's website, the information is available in
print form to any partner who should request the information directly from us.
Executive Officers of the Trust
We are managed by the Trust, the general partner of CRLP. The following
is a biographical summary of the executive officers of the Trust:
Thomas H. Lowder, 54, has been a trustee of the Trust since 1993. He
has served as the Trust's chairman of the board, president and chief executive
officer since July 1993. Mr. Lowder became president of Colonial Properties,
Inc., the Trust'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 Trust. Mr. Lowder's most
recent board appointment was his election to the National Association of Real
Estate Investment Trust's ("NAREIT") Board in June 1999. He presently serves on
the board of directors of Community Foundation of Greater Birmingham, United Way
of Central Alabama, Children's Hospital, Birmingham Southern College, and
Crippled Children's Foundation. Mr. Lowder is a member of the executive
committee of the board of trustees. Mr. Lowder is the brother of James K.
Lowder, one of the Trust's trustees.
C. Reynolds Thompson, III, 41, has been the Trust's Chief Operating
Officer since September 1999, responsible for the multifamily, office, retail
and mixed-use divisions. Mr. 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, Mr. Thompson was Chief Investment Officer of the Trust,
responsible for investment strategies, market research, due diligence, mergers
and acquisitions, joint venture development and cross-divisional acquisitions
from May 1998 to September 1999. Prior to his position as Chief Investment
Officer, Mr. Thompson served as Executive Vice President--Office Division, with
responsibility for management of all office properties owned and/or managed by
us, from May 1997 to May 1998. Mr. Thompson joined the Trust in February 1997 as
Senior Vice President--Office Acquisitions, with responsibility for all
acquisitions of office properties. Prior to joining the Trust, Mr. Thompson
worked for CarrAmerica Realty Corporation in office building acquisitions and
due diligence. His seventeen-year real estate background includes acquisitions,
development, leasing, and management of office properties in the South. Mr.
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 ("NAIOP"), and he serves on the Board of Trustees for the Alabama Real
Estate Research and Education Center. Mr. Thompson holds a Bachelor of Science
Degree from Washington and Lee University.
John P. Rigrish, 55, has been the Trust's Chief Administrative Officer
since 1998, and is responsible for the supervision of Accounting Operations,
Information Technology, Human Resources and Employee Services. Prior to joining
the Trust, Mr. Rigrish worked for BellSouth Corporation in Corporate
Administration and Services. Mr. Rigrish holds a Bachelor of Science 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. As a result of the retirement
of Howard B. Nelson, Jr. as the Trust's Chief Financial Officer on March 1,
2004, Mr. Rigrish has assumed duties as the Trust's acting Chief Financial
Officer.
Paul F. Earle, 45, has been the Trust's Executive
Vice-President-Multifamily Division since May 1997, and is responsible for
management of all multifamily properties we own and/or manage. He joined the
Trust in 1991 and has served as Vice President - Acquisitions, as well as Senior
Vice President - Multifamily Division. Mr. Earle serves as Chairman of the
Alabama Multifamily Council and is an active member of the National Apartment
Association. He also served 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 us, 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.
Robert A. "Bo" Jackson, 49, has been the Trust's Executive Vice
President-Office Division since December 1997, and is responsible for management
of all office properties we own and manage. Prior to joining the Trust, Mr.
Jackson worked for Beacon Properties as a Vice President responsible for leasing
performance, new office development and acquisitions throughout the Southeast.
In these capacities, he has been involved in a significant amount of Atlanta
urban and suburban office development. Mr. Jackson has received professional
accolades from The Atlanta Board of Realtors, The Downtown Developers Group and
NAIOP. Mr. 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. Mr. Jackson holds a Bachelor of Science Degree
in Business Administration from the University of Delaware.
Charles E. Light, 43, has been the Trust's Executive Vice President -
Retail Division since February 2004 with primary responsibility for all aspects
of the retail properties we own and manage, including leasing, acquisitions,
development and operations. He joined us in July 2003 and served as Senior Vice
President - Retail Leasing until February 2004. Mr. Light has 18 years of retail
leasing experience with such companies as Faison Associates, Jacobs Group,
Homart Development and LaSalle Partners. Prior to joining the Trust, Mr. Light
was Managing Director of Retail with Faison & Associates. Mr. Light's 18 year
career includes leasing assignments with the Jacobs Company, Homart and La Salle
Partners which extended from coast to coast. Mr. Light holds a Bachelor of
Science degree from the University of Nebraska as well as a Master of Business
Administration from Southern Methodist University.
Charles A. McGehee, 57, has been the Trust's Executive Vice President -
Mixed-Use Development Division since September 1999 and is responsible for our
development of properties with mixed-use product types. Mr. McGehee also
oversees land acquisitions and dispositions. From September 1993 to September
1999 Mr. McGehee was responsible for Land Acquisitions and Development,
Brokerage and Dispositions for the Trust. From January 1990 to September 1993
Mr. McGehee was Senior Vice President - Office Division. He joined the Trust in
1976 as Vice President of Retail Leasing and was responsible for leasing all
retail space owned and/or managed. Mr. McGehee has served as president and as a
board member of NAIOP and is a member of the Board of Directors of the
Birmingham Area Board of Realtors. Mr. McGehee is currently on the board of
trustees for the Birmingham Chamber of Commerce. He holds a Bachelor of Science
Degree from Auburn University.
Kenneth E. Howell, 54, has been the Trust's Senior Vice President-Chief
Accounting Officer since August 1998 and is responsible for the supervision of
accounting for all of the properties we own and/or manage. Mr. Howell joined the
Trust in 1981, and served as Controller for the Trust from 1986 through 1998.
From 1981 to 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 Accounting and a minor in Finance from Auburn
University.
Risk Factors
Set forth below are the risks that we believe are material to investors
who purchase or own our common or preferred units of limited partnership
interest or our debt securities. Our units are redeemable for cash or, at the
election of the Trust, on a one-for-one basis for the Trust's common shares of
beneficial interest.
Risks Associated with Real Estate
We face risks associated with numerous national, regional and local
economic conditions that are not in our control, any or all of which could
adversely affect our results of operations through decreased revenues.
During the last few years, we have seen a dramatic slowdown in the U.S.
economy, and the general business climate has been negatively impacted. The
Sunbelt region has similarly experienced a slowdown in its economy. The industry
slowdowns, higher unemployment rates, reduced demand for apartment homes and
declines in household formations resulting from the economic slowdown,
particularly in the Sunbelt region in which we operate, have adversely impacted,
and may continue to impact, our results of operations through decreased
revenues.
Although the results of operations of each of our three business
segments have been adversely impacted by the decline in the economy, our
multifamily properties, which rely heavily on short-term leases, have been most
affected. In addition to the general slowdown in the economy, the low interest
rate environment which we have experienced also impacted our multifamily
properties as more people considered buying their homes instead of renting. Any
continuation or worsening of current economic conditions generally and in our
principal market areas may continue to have a negative impact on our results of
operations.
As a real estate company, we face numerous risks in real estate
conditions that could adversely affect our results of operations through
decreased revenues or increased costs.
In addition to the economic risks that we face, as a real estate
company, we are subject to various changes in real estate conditions, any
negative trends of which may adversely affect our results of operations through
decreased revenues or increased costs. These conditions include:
o the existence and quality of the competition, such as the
attractiveness of our property as compared to our competitors'
properties based on considerations such as convenience of location,
rental rates, amenities and safety record;
o increased operating costs, including increased real property taxes and
utilities costs;
o oversupply of multifamily, office or retail space or a reduction in
demand for real estate in the area; and
o changing trends in the demand by consumers for merchandise offered by
retailers conducting business at our retail properties.
Moreover, other factors may affect our results of operations adversely,
including changes in government regulations and other laws, rules and
regulations governing real estate, zoning or taxes, changes in interest rate
levels, the availability of financing and potential liability under
environmental and other laws and other unforeseen events, most of which are
discussed elsewhere in the following risk factors. Any or all of these factors
could materially adversely affect our results of operations through decreased
revenues or increased costs.
Because real estate investments are illiquid, we may not be able to
sell our properties in response to economic changes which could adversely affect
our results of operations or financial condition.
Real estate investments generally are relatively illiquid and as a
result cannot be sold quickly in response to changes in the economy or other
conditions when it may be prudent to do so. This inability to respond quickly to
changes in the performance of our properties could adversely affect our results
of operations if we cannot sell an unprofitable property. As well, our financial
condition could also be adversely affected if we were, for example, unable to
sell one or more of our properties in order to meet our debt obligations upon
maturity.
We are subject to significant regulation that inhibits our activities,
which could adversely affect our results of operations through increased costs
or inability to pursue business opportunities.
Local zoning and use laws, environmental statutes and other
governmental requirements restrict our development, expansion, rehabilitation
and reconstruction activities. These regulations may prevent or delay us from
taking advantage of economic opportunities. We cannot predict what requirements
may be enacted and there can be no assurance that such enactment will not
increase our costs of regulatory compliance or prohibit us from pursuing
business opportunities that could be profitable to us.
Risks Associated with Our Operations
Our properties may not generate sufficient income to pay our expenses,
and we may not be able to control our operating costs, either of which
circumstances could adversely affect our results of operations.
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:
o local conditions such as an oversupply of, or
reduction in demand for, multifamily, office or
retail properties;
o the attractiveness of our properties to residents,
shoppers and tenants, and
o decreases in market rental rates; and
o our ability to collect rent from our tenants.
If we cannot generate sufficient income to pay our expenses, maintain our
properties and service our debt as a result of any of these factors, our results
of operations may be adversely affected.
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 re-lease 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.
If our operating costs increase as a result of any of the foregoing factors, our
results of operations may be adversely affected.
Our expenses may remain constant even if our revenues decrease, causing
our results of operations to be adversely affected.
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 lease our new properties or renew leases or
re-lease space at our existing properties as leases expire, which may adversely
affect our operating results.
The tenants at our office properties generally enter into leases with
an initial term ranging from three to ten years and tenants at our retail
properties generally enter into leases with an initial term ranging from one to
ten years. As leases expire at our existing properties, tenants may elect not to
renew them. Even if the tenants do renew or we can re-lease the space, the terms
of renewal or re-leasing, including the cost of required renovations, may be
less favorable than current lease terms. In addition, for new properties, we may
be unable to attract enough tenants and the occupancy rates and rents may not be
sufficient to make the property profitable. If we are unable to renew the leases
or re-lease the space at our existing properties promptly or lease the space at
our new properties, or if the rental rates upon renewal or re-leasing at
existing properties are significantly lower than expected rates, our operating
results will be negatively affected.
Due to our lack of geographic diversity, an economic downturn or
natural disaster in an area in which our properties are concentrated could
adversely affect our results of operations or financial condition.
While our properties are diversified in three different segments, all
of our properties are located in the Sunbelt region of the United States. In
particular, we derived an aggregate of approximately 49.7% of our net operating
income in 2003 from properties located in or near three key cities: (a)
Birmingham, Alabama, which accounted for 20.2% of our 2003 net operating income;
(b) Orlando, Florida, which accounted for 20.0% of our 2003 net operating
income; and (c) Huntsville/Decatur, Alabama, which accounted for 9.5% of our
2003 net operating income. If the Sunbelt region of the United States, and in
particular the areas of or near Birmingham, Orlando and Huntsville/Decatur,
experiences a slowdown in the economy or a natural disaster, our results of
operations may be negatively affected through decreased revenues or increased
costs. Also, our financial condition may be negatively affected through the
damage or loss of assets.
We have been and may continue to be affected negatively by tenant
bankruptcies and downturns in tenants' businesses, which may adversely affect
our operating results by decreasing our revenues.
At any time, a tenant may experience a downturn in its business that
may weaken its financial condition due to a slowing economy generally or a
downturn in the retail sector. As a result, our tenants may delay lease
commencement, cease or defer making rental payments or declare bankruptcy. If a
tenant files for bankruptcy, the tenant may have the right to reject and
terminate its lease and we cannot be sure that it will affirm its leases and
continue to make rental payments in a timely manner. We also cannot be sure that
we will be able to lease vacant space in our properties on economically
favorable terms. Any other bankruptcy or financial difficulties of our tenants
may negatively affect our operating results by decreasing our revenues.
Risks associated with the property management, leasing and brokerage
businesses could adversely affect our results of operations by decreasing our
revenues.
In addition to the risks we face as a result of our ownership of real
estate, we face risks relating to the property management, leasing and brokerage
businesses of CPSI, including risks that:
o management contracts or service agreements with third-party
owners will be lost to competitors;
o contracts will not be renewed upon expiration or will not be
renewed on terms consistent with current terms; and
o leasing and brokerage activity generally may decline.
Each of these developments could adversely affect our results of operations by
decreasing our revenues.
We could incur significant costs related to environmental issues which
could adversely affect our results of operations through increased compliance
costs or our financial condition if we become subject to a significant
liability.
Under federal, state and local laws and regulations relating to the
protection of the environment, a current or previous owner or operator of real
property, and parties that generate or transport hazardous substances that are
disposed of on real property, may be liable for the costs of investigating and
remediating hazardous substances on or under or released from the property and
for damages to natural resources. The federal Comprehensive Environmental
Response, Compensation & Liability Act, and similar state laws, impose liability
on a joint and several basis, regardless of whether the owner, operator or other
responsible party knew of or was at fault for the release or presence of
hazardous substances. In connection with the ownership or operation of our
properties, we could be liable for costs associated with investigation and
remediation in the future. The costs of any required remediation and related
liability as to any property could be substantial under these laws and could
exceed the value of the property and/or our aggregate assets. The presence of
hazardous substances, or the failure to properly remediate those substances,
also may adversely affect our ability to sell or rent a property or to borrow
funds using the property as collateral. In addition, environmental laws may
impose restrictions on the manner in which we use our properties or operate our
business, and these restrictions may require expenditures for compliance. We
cannot assure you that a material environmental claim or compliance obligation
will not arise in the future. The costs of defending against any claims of
liability, of remediating a contaminated property, or of complying with future
environmental requirements could be substantial and affect our operating
results. In addition, if a judgment is obtained against us or we otherwise
become subject to a significant environmental liability, our financial condition
may be adversely affected.
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 ("ADEM") is overseeing the
investigation and cleanup of the drycleaner contamination. Under the terms of
the purchase and sale agreement, the former owner of the property purchased a
$10 million environmental insurance policy (including paying the $275,000 up
front deductible) and established an escrow account totaling $1,000,000 to cover
any costs associated with investigation and remediation of the contaminated
areas not covered by the insurance policy. Under the agreement the seller will
be performing all required remediation of the drycleaner contamination until a
"no further action" status is obtained from ADEM. In addition, two locations,
which contained petroleum contamination, have now received a "no further action"
status from ADEM.
Uninsured losses could adversely affect our financial condition.
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, which
could have a materially adverse effect on our financial conditions.
Competition for acquisitions could result in increased prices for
properties, which could adversely affect our return on properties we purchase.
We compete with other major real estate investors with significant
capital for attractive investment opportunities in multifamily, office or retail
properties. These competitors include publicly traded REITs, private REITs,
investment banking firms, private institutional investment funds and national,
regional and local real estate investors. This competition could increase the
prices that we have to pay for multifamily, office or retail properties, in
which case our expected return from investment in these properties will
deteriorate.
We may be unable to successfully integrate and effectively manage the
properties we acquire, which could adversely affect our results of operations.
So long as we are able to obtain capital on commercially reasonable
terms, we intend to continue to selectively acquire multifamily, office or
retail properties that meet our criteria for investment opportunities, are
consistent with our business strategies and we believe will be profitable or
will enhance the value of our portfolio. The success of these acquisitions will
depend, in part, on our ability to efficiently integrate the acquired properties
into our organization, and apply our business, operating, administrative,
financial and accounting strategies and controls to these acquired properties.
If we are unable to successfully integrate the acquired properties into our
operations, our results of operations may be adversely affected.
We may not be able to achieve the anticipated financial and operating
results from our acquisitions, which would adversely affect our operating
results.
We will continue to acquire multifamily, office or retail properties
only if they meet our criteria and we believe that they will enhance our future
financial performance and the value of our portfolio. Our belief, however, is
based on and is subject to risks, uncertainties and other factors, many of which
are forward-looking and are uncertain in nature or are beyond our control. In
addition, some of these properties may have unknown characteristics or
deficiencies or may not complement our portfolio of existing properties. As a
result, some properties may be worth less or may generate less revenue than, or
simply not perform as well as, we believed at the time of the acquisition,
negatively affecting our operating results.
We may be unable to develop new properties or redevelop existing
properties successfully, which could adversely affect our results of operations
due to unexpected costs, delays and other contingencies.
To complement our acquisition strategy, we will continue to develop new
properties or expand or redevelop existing properties as opportunities arise.
However, there are significant risks associated with our development activities
in addition to those generally associated with the ownership and operation of
developed properties. These risks include the following:
o significant expenditure of money and time on projects that may
be delayed or never be completed,
o higher than projected construction costs,
o lack of availability of debt or equity financing on acceptable
terms,
o failure to meet anticipated occupancy or rent levels,
o failure to obtain zoning, occupancy or other governmental
approvals,
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, and
o late completion because of construction delays, delays in the
receipt of zoning, occupancy and other approvals or other
factors outside of our control.
Any one or more of these risks may cause us to incur unexpected costs in
connection with our development strategy, which would negatively affect our
results of operations.
Risks Associated with Our Indebtedness and Financing
We have substantial indebtedness and our cash flow may not be
sufficient to make required payments on our indebtedness.
We rely heavily on debt financing for our business. As of December 31,
2003, we had total debt of approximately $1.35 billion, consisting of $1.27
billion of consolidated debt and $78.6 million representing our pro rata share
of joint venture debt. Due to our high level of debt our cash flow may be
insufficient to meet required payments of principal and interest. If a property
were mortgaged to secure payment of indebtedness and we were unable to meet
mortgage payments, the mortgagee could foreclose upon that property, appoint a
receiver and receive an assignment of rents and leases or pursue other remedies.
In addition, 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.
We may be unable to repay our existing indebtedness as it matures,
which could adversely affect our financial condition and results of operations.
Most of our indebtedness does not require significant principal
payments prior to maturity. However, we will need to raise additional equity
capital, obtain secured or unsecured debt financing, issue private or public
debt, or sell some of our assets to either refinance or repay our indebtedness
as it matures. We cannot assure you that these sources of financing or
refinancing will be available to us at reasonable terms or at all. Our inability
to obtain financing or refinancing to repay our maturing indebtedness, and our
inability to refinance existing indebtedness on reasonable terms, may require us
to make higher interest and principal payments, issue additional equity
securities, or sell some of our assets on disadvantageous terms, all or any of
which may result in foreclosure of properties, partial or complete loss on our
investment and otherwise adversely affect our financial conditions and results
of operation.
Our degree of leverage could limit our ability to obtain additional
financing which would negatively impact our results of operation and financial
condition.
As of December 31, 2003, our consolidated borrowings and pro rata share
of unconsolidated borrowings totaled approximately $1.35 billion (as described
above), which represented approximately 43.8% of our total market
capitalization. Total market capitalization represents the sum of the
outstanding indebtedness (including our share of joint venture indebtedness),
the total liquidation preference of all our preferred units and the total market
value of our common units, based on the closing price of the Trust's common
shares as of December 31, 2003. Our leverage and any future 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 which would negatively impact our results of
operation and financial condition.
Due to the significant amount of our variable rate debt, rising
interest rates would adversely affect our results of operation.
As of December 31, 2003, we had approximately $323.4 million of
variable rate debt outstanding, consisting of $292.6 million of our consolidated
debt and $30.8 million representing our pro rata share of variable rate
unconsolidated joint venture debt. While we have sought to refinance our
variable rate debt with fixed rate debt or cap our exposure to interest rate
fluctuations by using interest rate swap agreements where appropriate, it is not
possible for us to only have fixed rate debt. In addition, as opportunities
arise, we may borrow additional money with variable interest rates in the
future. As a result, a significant increase in interest rates would adversely
affect our results of operations.
We have entered into debt agreements with covenants that restrict our
operating activities, which could adversely affect our results of operations,
and violation of these restrictive covenants could adversely affect our
financial condition through debt defaults or acceleration.
Our credit facility contains numerous 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.
In addition, 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.
These restrictions will continue to hinder our operational flexibility
through limitations on our ability to incur additional indebtedness or make
other changes to our business. These limitations could adversely affect our
results of operations. In addition, violations of these covenants will result in
adverse consequences to our financial condition, including through the
declaration of defaults and any related acceleration of indebtedness.
Because we depend on third party financing for our development,
expansion or acquisition activities, an inability to obtain sufficient third
party financing could adversely affect our results of operations and financial
condition.
In order for the Trust to qualify as a REIT, the Trust must distribute
to its shareholders each year at least 90% of the Trust's 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. As a result, as we continue to develop or acquire new
properties or expand existing properties, we will continue to rely on
third-party sources of capital, including lines of credit, secured or unsecured
debt (both construction financing and permanent debt), and equity issuances.
These sources, however, may not be available on favorable terms or at all. Our
access to third-party sources of capital depends on a number of factors,
including the market's perception of our growth potential and our current and
potential future earnings. Moreover, additional equity offerings of the Trust
may result in substantial dilution of our partners' interests, and additional
debt financing may substantially increase our leverage. There can be no
assurance that we will be able to obtain the financing necessary to fund new
development or project expansions or our acquisition activities on terms
favorable to us or at all. If we are unable to obtain sufficient level of third
party financing to fund our growth, our results of operations and financial
condition may be adversely affected.
Our senior notes do not have an established trading market. As a
result, you may not be able to sell your notes.
Each series of the senior notes is a new issue of securities with no
established trading market. We do not intend to apply for listing of any series
of notes on any national securities exchange. The underwriters in an offering of
senior notes may advise us that they intend to make a market in the notes, but
they are not obligated to do so and may discontinue market making at any time
without notice. We can give no assurance as to the liquidity of or any trading
market for any series of our notes.
Risks Associated with Our Organization
Some of the Trust's trustees and officers have conflicts of interest
and could exercise influence in a manner inconsistent with holders of interests
in CRLP.
As a result of their substantial ownership of common units, Messrs.
Thomas Lowder, the Trust'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 Trust, might seek to exert
influence over our decisions as to sales or re-financings 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 us.
The Lowder family and their affiliates hold 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 us that are not realized by other
holders of interests in us. In addition, Thomas and James Lowder, as trustees of
the Trust, may be in a position to influence us 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.
Restrictions on the acquisition and change in control of the Trust may
have adverse effects on the value of our common units.
Various provisions of the Declaration of Trust of the Trust restrict
the possibility for acquisition or change in control of the Trust, even if the
acquisition or change in control were in the unitholders' interest. As a result,
the value of our common units may be less than they would otherwise be in the
absence of such restrictions.
We may change our business policies in the future, which could
adversely affect our financial condition or results of operations.
Our major policies, including our policies with respect to development,
acquisitions, financing, growth, operations, debt capitalization and
distributions, are determined by the Board of Trustees of the Trust. Although it
has no present intention to do so, the Board of Trustees of the Trust may amend
or revise these and other policies from time to time. A change in these policies
could adversely affect our financial condition or results of operations,
including our ability to service debt.
Risks Associated with Income Tax Laws
The Trust intends to qualify as a REIT, but we cannot guarantee that it
will qualify as a REIT, which failure to qualify as a REIT would adversely
affect our results of operations.
We believe that the Trust has qualified for taxation as a REIT for
federal income tax purposes commencing with our taxable year ended December 31,
1993. If the Trust qualifies as a REIT, it generally will not be subject to
federal income tax on its income that it distributes to its shareholders. The
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. The 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 the Trust 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 and the fact of its
ongoing reliance on factual determinations, such as determinations related to
the valuation of its assets, further complicate 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 the 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 the Trust 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 the Trust 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 its shareholders. This would likely have a
significant adverse affect on the value of the Trust's common shares. In
addition, the Trust would no longer be required to make any distributions to its
shareholders, but we would still be required to distribute quarterly
substantially all of our net cash revenues to our unitholders.
The reduction of the tax rate on certain dividends from non-REIT C
corporations may adversely affect the Trust and its shareholders.
The maximum tax rate on certain corporate dividends received by
individuals through December 31, 2008 has been reduced from 38.6% to 15%. This
change has reduced substantially the so-called "double taxation" (that is,
taxation at both the corporate and shareholder levels) that had generally
applied to non-REIT corporations but not to REITs. REIT dividends are not
eligible for the new, lower income tax rates, except in certain circumstances
where the dividends are attributable to income that has been subject to
corporate-level tax. This legislation could cause individual investors to view
stock in non-REIT corporations as more attractive than shares in REITs, which
may negatively affect the value of the Trust's common shares. We cannot predict
what effect, if any, the reduction in the tax rate on certain non-REIT dividends
may have on the value of the Trust's shares, either in terms of price or
relative to other potential investments.
To the extent that the Trust or any taxable REIT subsidiary is required
to pay federal, state or local taxes, we will have less cash available for
distribution to unitholders.
Even if the Trust qualifies as a REIT for federal income tax purposes,
it is required to pay some federal, state and local taxes on its income and
property. For example, if the Trust has net income from "prohibited
transactions," that income will be subject to a 100% federal tax. In general,
prohibited transactions are sales or other dispositions of property held
primarily for sale to customers in the ordinary course of business. The
determination as to whether a particular sale is a prohibited transaction
depends on the facts and circumstances related to that sale. Although we
occasionally undertake sales of assets that become inconsistent with our
long-term strategic or return objectives, we do not believe that those sales
should be considered prohibited transactions. There can be no assurance,
however, that the IRS would not contend otherwise. In addition, the Trust may
have to pay some state or local income taxes because not all states and
localities treat REITs the same as they are treated for federal income tax
purposes. CPSI and other corporate subsidiaries have elected to be treated as
"taxable REIT subsidiaries" for federal income tax purposes. A taxable REIT
subsidiary is a fully taxable corporation and is limited in its ability to
deduct interest payments made to us. In addition, the Trust will be subject to a
100% penalty tax on some payments that it receives if the economic arrangements
among our tenants, our taxable REIT subsidiaries and us are not comparable to
similar arrangements among unrelated parties. To the extent that we or any
taxable REIT subsidiary is required to pay federal, state or local taxes, we
will have less cash available for distribution to partners.
Item 2. Properties.
General
As of December 31, 2003, our real estate portfolio consisted of 112
properties consisting of whole or partial ownership interests, located in nine
states in the Sunbelt region of the United States. We maintain non-controlling
partial interests of 10% to 50% in 18 of the 112 operating properties. The 112
properties we owned at December 31, 2003 consisted of the following:
Summary of Properties
Total 2003 Percent of
Units/ Property Total 2003 Percentage
Number of GRA/ Revenue (2) Property Occupancy at
Type of Property Properties NRA (1) (in thousands) Revenue (2) Dec. 31, 2003 (3)
- ------------------ ---------- -------------- --------------- -------------- -----------------
Multifamily 42 15,224 (4) $ 98,949 28.4% 92.9%
Office 25 5,463,830 (5) 93,508 26.8% 89.7%
Retail 45 15,342,472 (6) 156,805 44.8% 89.6%
---------- --------------- --------------
Total 112 $ 349,262 (7) 100.0% (7)
========== =============== ==============
(1) Units (in this table only) refers to multifamily units, GRA refers to gross
retail area, which includes gross leasable area and space owned by anchor
tenants and NRA refers to net rentable area of office space. Information is
presented as of December 31, 2003.
(2) Property revenues for each of our three divisions constitutes our segment
data (see Note 7 - Segment Information to the audited financial statements
contained herein) and includes our proportionate share of revenue from
those multifamily, office and retail properties accounted for under the
equity method, and our share of the properties disposed of in 2003.
(3) Excludes the units/square feet of development or expansion phases of one
office property and one retail property that had not achieved stabilized
occupancy as of December 31, 2003.
(4) Amount includes 2,833 units at 10 multifamily properties, in which we
maintain a 15.0% ownership interest. (5) Amount includes 29,988 square feet
at one office property, in which we maintain a 33.33% ownership interest.
(6) Amount includes 1,277,235 square feet at three retail properties, in
which we maintain a 10.0% - 50.0%
ownership interest.
(7) Amount includes $16,242 of our proportionate share of revenue from
unconsolidated properties and $3,357 of revenue from properties classified
as discontinued operations during 2003. In order to arrive at consolidated
property revenues of $329,663, in accordance with Generally Accepted
Accounting Principles ("GAAP"), these amounts must be removed from the
total property revenue. Management believes including our proportionate
share of revenue from unconsolidated properties and revenues from
discontinued operations provide investors with a more complete description
of our gross revenues. Refer to Note 7 - Segment Information to the audited
financial statements contained herein.
Multifamily Properties
The 42 multifamily properties, contain a total of 15,224 garden-style
apartments and range in size from 125 to 1,080 units. Eighteen multifamily
properties (containing a total of 6,812 units) are located in Alabama, 12
multifamily properties (containing a total of 4,913 apartment units) are located
in Florida, six multifamily properties (containing a total of 1,382 units) are
located in Georgia, two multifamily properties (containing a total of 498 units)
are located in Mississippi, two multifamily properties (containing a total of
764 units) are located in South Carolina, and two multifamily properties
(containing 855 units) are 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 us.
The following table sets forth certain additional information relating
to the multifamily properties as of and for the year ended December 31, 2003.
Multifamily Properties
Total Percent of
Average Multifamily Total
Year Number Approximate Rental Property 2003 Multifamily
Multifamily Completed of Rentable Area Percent Rate Revenue for Property
Property (1) Location (2) Units (3) (Square Feet) Occupied Per Unit 2003 Revenue (4)
- ----------------------- ------------- ---------- ---------- ------------- ---------- ------------------------ --------------
Alabama:
CV at Cahaba Heights (7) Birmingham 1992 125 131,230 96.8% $ 765 $ 160,924 0.2%
CG at Edgewater Huntsville 1990 500 541,650 91.6% 711 4,054,664 4.1%
CG at Galleria Birmingham 1986/96 1,080 1,195,186 93.7% 684 8,012,703 8.1%
CG at Galleria Woods Birmingham 1994 244 260,720 97.1% 703 1,977,623 2.0%
CG at Liberty Park Birmingham 2000 300 338,684 93.3% 952 3,079,287 3.1%
CG at Madison Huntsville 2000 336 354,592 95.2% 776 3,016,939 3.0%
CG at Promenade Montgomery 2000 384 424,372 95.1% 824 3,591,442 3.6%
CG at Riverchase Birmingham 1984/91 468 745,840 93.6% 790 3,983,970 4.0%
CV at Ashford Place Mobile 1983 168 139,128 93.5% 545 911,703 0.9%
CV at Huntleigh Woods Mobile 1978 233 199,052 93.0% 517 1,234,074 1.2%
CV at Inverness Birmingham 1986/87/90 586 551,597 96.5% 617 4,098,422 4.1%
CV at Research Park Huntsville 1987/94 736 809,343 93.1% 593 5,262,794 5.3%
CV at Trussville Birmingham 1996/97 376 410,340 95.5% 746 3,197,130 3.2%
CV at Hillwood (7) Montgomery 1984 160 150,912 94.4% 610 165,560 0.2%
CV at Inverness Lakes I Mobile 1983 186 176,460 87.1% 581 172,602 0.2%
CG at Inverness Lakes II Mobile 1996 312 329,926 81.4% 695 345,294 0.3%
CG at Mountain Brook (7) Birmingham 1987/91 392 392,700 89.1% 701 465,235 0.5%
CV at Rocky Ridge (7) Birmingham 1984 226 258,900 94.2% 675 248,107 0.3%
---------- ------------- ---------- --------- ------------- -------------
Subtotal - Alabama 6,812 7,410,632 94.0% 695 43,978,473 44.4%
---------- ------------- ---------- --------- ------------- -------------
Florida:
CG at Citrus Park (8) Tampa 1999 440,189 0.4%
CG at Cypress Crossing Orlando 1999 250 314,596 93.9% 1,026 2,575,233 2.6%
CG at Gainesville Gainesville 1989/93/94 560 488,624 94.3% 801 3,992,374 4.0%
CG at Heather Glen Orlando 2000 448 524,074 94.8% 943 4,247,545 4.3%
CG at Heathrow Orlando 1997 312 370,028 93.9% 1,016 3,055,057 3.1%
CG at Hunter's Creek Orlando 1997 496 624,464 94.9% 955 4,743,351 4.8%
CG at Lakewood Ranch Sarasota 1999 288 301,656 95.5% 945 3,011,872 3.0%
CG at Metrowest Orlando 1997 311 313,500 94.0% 850 6,492 (6) 0.0%
CG at TownPark Orlando 2002 456 584,664 93.7% 1,057 4,671,249 4.7%
CV at TownPark Sarasota 2002 272 316,370 92.8% 993 2,392,144 2.4%
CV at Lake Mary Orlando 1991/95 504 431,396 93.0% 764 3,894,417 3.9%
CG at Ponte Vedra (7) Jacksonville 1988 240 211,640 94.4% 814 328,041 0.3%
CG at River Hills (7) Tampa 1991/97 776 690,312 91.1% 679 829,685 0.8%
---------- ------------- ---------- --------- ------------ -------------
Subtotal - Florida 4,913 5,171,324 94.0% 876 34,187,649 34.6%
---------- ------------- ---------- --------- ------------ -------------
Georgia:
CG at Barrington Club (7)Macon 1996 176 191,940 87.5% 746 192,166 0.2%
CG at Wesleyan Macon 1997 328 382,946 87.8% 737 2,313,905 2.3%
CV at Timothy Woods Athens 1996 204 211,444 91.7% 802 1,817,713 1.8%
CV at Vernon Marsh Savannah 1986/87 178 151,226 93.8% 669 1,241,116 1.3%
CV at Walton Way Augusta 1984 256 254,264 91.8% 644 1,912,083 1.9%
CV at Stockbridge (7) Stockbridge 1993/94 240 253,200 98.0% 787 265,811 0.3%
---------- ------------- ---------- --------- ------------ -------------
Subtotal - Georgia 1,382 1,445,020 91.0% 730 7,742,794 7.8%
---------- ------------- ---------- --------- ------------ -------------
Mississippi:
CG at The Reservoir Jackson 2000 170 195,605 98.8% 862 1,766,364 1.8%
CV at Natchez Trace Jackson 1995/97 328 342,800 92.4% 728 2,797,742 2.8%
---------- ------------- ---------- --------- ------------ -------------
Subtotal - Mississippi 498 538,405 94.6% 774 4,564,106 4.6%
---------- ------------- ---------- --------- ------------ -------------
South Carolina:
CV at Ashley Plantation Bluffton 1998/2000 414 425,095 76.9% 811 3,088,380 3.1%
CV at Caledon Wood Greenville 1995/96 350 348,305 90.6% 712 2,390,003 2.4%
---------- ------------- ---------- --------- ----------- -------------
Subtotal - South Carolina 764 773,400 83.2% 766 5,478,383 5.5%
---------- ------------- ---------- --------- ----------- -------------
Texas:
CV at Haverhill San Antonio 1997 322 326,914 88.8% 941 2,988,155 3.0%
CV at Quarry Oaks Austin 1996 533 459,800 91.0% 793 9,873 (6) 0.0%
---------- ------------- ---------- --------- ----------- -------------
Subtotal - Texas 855 786,714 90.2% 860 2,998,027 3.0%
---------- ------------- ---------- --------- ----------- -------------
TOTAL 15,224 16,125,495 92.9% $ 794 (5)$98,949,432 100.0%
========== ============= ========== ========= =========== =============
- --------------------
(footnotes on next page)
(1) All multifamily properties are 100% owned by us with the exception of the
properties noted in (7) 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, 2003.
(4) Percent of Total Multifamily 2003 Property Revenue represents each
property's proportionate share of revenue from our 42 multifamily
properties, including the partially owned properties. Property revenue for
the multifamily division constitutes our segment data (see Note 7 - Segment
Information to the audited financial statements contained herein).
(5) Represents weighted average rental rate per unit of the 42 multifamily
properties at December 31, 2003.
(6) Represents revenues from the date of our acquisition of this property in
2003 through December 31, 2003.
(7) These properties were sold by us during 1999 or 2000 to a joint venture
formed by CRLP and an unrelated party. We hold a 15% non-controlling
interest in these joint ventures.
(8) This property was sold during 2003.
The following table sets forth the total number of units, percent
leased and average base rental rate per 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, 2003 15,224 92.9% $794
December 31, 2002 14,556 88.1% $785
December 31, 2001 16,256 92.8% $752
December 31, 2000 17,189 94.0% $707
December 31, 1999 16,415 93.9% $688
- --------------------
(1) Units (in this table only) refers to multifamily units owned at year end,
which includes 2,833 units partially owned by CRLP at December 31, 2003.
(2) Represents weighted average occupancy of the multifamily properties that
had achieved stabilized occupancy at the end of the respective period.
Office Properties
The 25 office properties contain a total of approximately 5.5 million
net rentable square feet. Fifteen of the office properties are located in
Alabama (representing 51.5% of the office portfolio's net rentable square feet),
six are located in Florida, and four are located in Atlanta, Georgia. The office
properties range in size from approximately 26,000 square feet to 678,000 square
feet. All of the office properties are managed by us.
The following table sets forth certain additional information relating
to the office properties as of and for the year ended December 31, 2003.
Office Properties
Average Total Percent of
Net Base Office Total 2003
Year Rentable Total Rent Per Property Office
Completed Area Percent Annualized Leased Revenue for Property
Office Property (1) Location (2) Square Feet Leased Base Rent Square Foot 2003 (3) Revenue(4)
- --------------------------------- ----------- ----------- --------------------- ----------- ----------- ---------- ----------
Alabama:
250 Commerce St Montgomery 1904/81 37,447 100.0% $ 453,540 $ 14.08 $ 503,588 0.5%
AmSouth Center Huntsville 1990 154,521 91.4% 2,645,305 # 19.47 3,453,023 3.7%
Colonial Center Colonnade Birmingham 1989/99 421,434 99.1% 9,091,457 17.89 9,019,428 9.6%
Colonial Center Lakeside Huntsville 1989/90 121,513 100.0% 1,852,300 15.24 1,924,554 2.1%
Colonial Center Research Park Huntsville 1999 133,482 89.0% 1,941,077 16.35 2,001,774 2.1%
Colonial Center Research Place Huntsville 1979/84/88 272,558 100.0% 3,581,075 13.14 143,353 (6) 0.2%
Colonial Plaza Birmingham 1999 170,850 99.7% 3,287,631 21.71 3,708,679 4.0%
Emmett R. Johnson Building Birmingham 1982/95 165,144 86.2% 2,477,153 22.85 2,752,007 2.9%
Independence Plaza Birmingham 1979 105,963 99.4% 1,882,059 22.93 1,951,392 2.1%
International Park (5) Birmingham 1987/89/99 210,733 97.9% 3,731,111 24.07 4,341,965 4.6%
Interstate Park Montgomery 1982-85/89 226,438 84.6% 2,946,110 15.08 3,030,160 3.3%
Land Title Bldg. Birmingham 1975 29,988 100.0% 404,250 14.55 164,685 0.2%
Perimeter Corporate Park Huntsville 1986/89 232,000 93.3% 3,317,903 15.41 3,543,387 3.8%
Progress Center Huntsville 1983-91 229,369 99.1% 2,428,040 11.01 2,625,530 2.8%
Riverchase Center Birmingham 1984-88 304,096 81.4% 2,295,037 11.54 3,325,972 3.6%
--------------------- ------------ --------- ------------ ------
Subtotal-Alabama 2,815,536 93.9% 42,334,048 17.26 42,489,497 45.4%
--------------------- ------------ --------- ------------ ------
Florida:
901 Maitland Center Orlando 1985 155,669 95.4% 2,736,944 19.82 3,244,858 3.5%
Colonial Center 100 at Town Park Orlando 2001 153,569 100.0% 3,150,648 20.65 3,349,897 3.6%
Colonial Center 200 at Town Park Orlando 2003 154,661 (7) 2,059,173 (7) 434,221 (6) 0.5%
Colonial Center 600 at Town Park Orlando 2002 199,585 100.0% 3,800,841 19.04 3,986,033 4.3%
Colonial Center Heathrow Orlando 1988/96/00 804,350 81.4% 13,801,730 21.11 18,770,084 20.1%
Concourse Center Tampa 1981/85 291,873 91.4% 3,305,254 13.56 4,952,991 5.3%
--------------------- ------------ --------- ------------ ------
Subtotal-Florida 1,759,707 88.7% 28,854,590 19.04 34,738,083 37.2%
--------------------- ------------ --------- ------------ ------
Georgia:
Colonial Center at Mansell
Overlook Atlanta 1987/96/97/00 678,443 73.9% 10,183,642 20.46 12,099,726 12.9%
Colonial Center at Mansell
Overlook 500 Atlanta 2001 163,810 92.9% 3,223,932 35.82 3,189,679 3.4%
Shoppes at Mansell Atlanta 1996/97 20,868 87.5% 409,299 22.41 530,305 0.6%
Village at Roswell Summit Atlanta 1988 25,510 84.6% 306,171 14.18 460,322 0.5%
--------------------- ------------ --------- ------------ -------
Subtotal-Georgia 888,631 78.1% 14,123,044 22.50 16,280,031 17.4%
--------------------- ------------ --------- ------------ -------
TOTAL 5,463,874 89.7% $ 85,311,682 $ 18.56 $ 93,507,611 100.0%
===================== ============ ========= ============ =======
- --------------------
(1) All office properties are 100% owned by us with the exception of Land Title
Building, which is 33.33% owned by us.
(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 2003 Office Property Revenue is our share (based on its percentage
ownership of the property) of Total Office Property Revenue, unless
otherwise noted.
(4) Percent of Total Office 2003 Property Revenue represents each property's
proportionate share of revenue from our 25 office properties, including
partially owned properties. Property revenue for the office division
constitutes our segment data (see Note 7 - Segment Information to the
audited financial statements contained herein).
(5) The 2100 International Park building, a 29,000 square foot building, within
this property complex was sold during 2003 for a total sales price of $3.0
million.
(6) Represents revenues from the date of our acquisition or completion of
development of this property in 2003 through December 31, 2003.
(7) This property is currently in lease-up and is not included in the Percent
Leased and Average Base Rent per Leased Square foot property totals.
The following table sets out a schedule of the lease expirations for
leases in place as of December 31, 2003, 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)
- ---------------------------------------------------------------------------------------------
2004 101 491,032 8,397,548 9.8%
2005 145 1,107,872 16,573,000 19.4%
2006 129 792,570 13,835,704 16.2%
2007 110 850,395 15,911,906 18.7%
2008 67 531,688 9,508,215 11.1%
2009 49 383,995 4,844,309 5.7%
2010 19 208,814 5,191,794 6.1%
2011 9 170,143 1,680,178 2.0%
2012 8 301,835 6,069,739 7.1%
2013 5 78,770 1,290,491 1.5%
Thereafter 4 110,603 2,008,798 2.4%
-------------- --------------- ---------------- ------------------
646 5,027,717 $ 85,311,682 100.0%
============== =============== ================ ==================
(1) Excludes approximately 436,000 square feet of space not leased as of
December 31, 2003.
(2) Annualized base rent is calculated using base rents as of
December 31, 2003.
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, 2003 5,464,000 89.7% $18.56
December 31, 2002 5,185,000 91.0% $18.24
December 31, 2001 3,518,000 92.1% $18.02
December 31, 2000 3,244,000 94.6% $16.43
December 31, 1999 3,138,000 93.3% $15.29
- -----------------
(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 29,988 square feet that is partially owned
by us at December 31, 2003.
Retail Properties
The 45 retail properties contain a total of approximately 15.3 million
square feet (including space owned by anchor tenants). Nineteen of the retail
properties are located in Alabama, ten are located in Florida, six 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 and 28
community shopping centers. All of the retail properties are managed by us.
The following table sets forth certain information relating to the
retail properties as of and for the year ended December 31, 2003.
Retail Properties
Average
Gross Base Percent of
Retail Rent PerTotal Retail Total 2003
Year Area Number Total Leased Property Retail
Completed (Square Of Percent Annualized Square Revenue for Property
Retail Property (1) Location (2) Feet) (3) Stores Leased (3) Base Rent Foot (4) 2003 Revenue (5)
- ------------------------------------------------------------------------------------------------------------------------ ----------
Alabama:
Brookwood Village Center Birmingham 1973/91 88,158 7 93.0% $ 830,746 $ 13.27 $ 1,025,366 0.7%
Colonial Brookwood Village Birmingham 1973/91 361,916 62 91.0% 5,875,963 26.93 8,852,720 5.6%
Colonial Brookwood Village 231,953 (6)
Colonial Mall Bel Air Mobile 1966/97 1,000,114 112 97.3% 10,142,118 24.80 14,879,603 9.5%
Colonial Mall Bel Air 333,990 (6)
Colonial Mall Decatur Decatur 1979/89 495,092 51 87.3% 3,508,015 19.03 5,204,956 3.3%
Colonial Mall Decatur 80,866 (6)
Colonial Mall Gadsden Gadsden 1974/91 516,985 61 96.5% 3,996,284 19.59 6,633,191 4.2%
Colonial Promenade Hoover Birmingham 2002 164,831 34 98.1% 2,080,008 17.80 358,650 0.2%
Colonial Promenade Hoover 215,766 (6)
Colonial Promenade Madison Madison 2000 110,712 14 100.0% 1,175,397 13.78 351,685 0.2%
Colonial Promenade Montgomery Montgomery 1990/97 165,144 23 95.2% 1,556,781 14.31 2,324,649 1.5%
Colonial Promenade Montgomery 44,000 (6)
Colonial Promenade Montgomery
North Montgomery 1990/97 108,082 8 95.9% 1,015,306 15.79 1,155,460 0.7%
Colonial Promenade Montgomery
North 101,830 (6)
Colonial Promenade Trussville Birmingham 2000 388,302 21 100.0% 3,252,414 13.78 4,058,924 2.6%
Colonial Promenade Tutwiler
Farms Birmingham 2000 514,120 17 100.0% 2,597,023 14.98 3,567,728 2.3%
Colonial Shoppes Bellwood Montgomery 1988 88,482 14 89.6% 661,540 12.44 802,791 0.5%
Colonial Shoppes Clay Birmingham 1982 21,462 10 63.3% 133,233 10.16 137,987 0.1%
Colonial Shoppes Inverness Birmingham 1984 28,243 5 49.2% 146,384 14.18 287,622 0.2%
Colonial Shoppes McGehee Montgomery 1986 98,354 14 86.7% 714,297 11.99 819,102 0.5%
Colonial University Village Auburn 1973/84/89 363,626 51 95.1% 2,369,522 19.59 4,636,729 3.0%
Olde Town Montgomery 1978/90 38,814 7 52.2% 156,237 5.84 235,875 0.2%
Parkway Place Huntsville 1975 280,075 82 79.8% 4,187,264 22.34 3,897,588 2.5%
Parkway Place 348,200 (6)
Shops at Colonnade Birmingham 1989 126,622 27 50.0% 901,362 14.74 1,362,420 0.9%
---------- ---------------------------------------------------- --------
Subtotal-Alabama 6,315,739 620 92.7% 45,299,894 19.28 60,593,045 38.6%
---------- ---------------------------------------------------- --------
Florida:
Colonial Promenade Bardmoor
Village St. Pete. 1981 245,931 0.2%
Colonial Promenade Bear Lake Orlando 1990 131,552 22 92.5% 1,213,123 14.68 1,532,652 1.0%
Colonial Promenade Burnt Store Punta Gorda 1990 198,802 22 44.8% 819,678 14.71 1,146,877 0.7%
Colonial Promenade Hunter's
Creek Orlando 1993/95 222,136 26 50.6% 1,319,700 17.45 2,362,896 1.5%
Colonial Promenade Lakewood Jacksonville 1995 195,104 51 93.6% 1,828,045 13.65 2,594,630 1.7%
Colonial Promenade Northdale Tampa 1988 175,917 23 95.2% 1,586,500 14.61 2,315,662 1.5%
Colonial Promenade Northdale 55,000 (6)
Colonial Promenade TownPark Orlando 2003 146,523 (8) (8) 1,619,937 25.08 476,084 (7) 0.3%
Colonial Promenade University
Park I Orlando 1986/89 215,590 10 81.8% 1,379,829 13.99 2,369,963 1.5%
Colonial Promenade Wekiva Orlando 1990 208,568 29 97.8% 1,987,546 13.48 2,689,638 1.7%
Colonial Promenade Winter Haven Orlando 1986 197,472 23 93.2% 1,383,495 10.83 1,815,129 1.2%
Orlando Fashion Square Orlando 1973/89/93 721,617 116 92.3% 9,124,553 34.86 8,353,258 5.3%
Orlando Fashion Square 361,432 (6)
---------- ---------------------------------------------------- --------
Subtotal-Florida 2,829,713 314 84.0% 22,262,406 22.07 25,902,720 16.5%
---------- ---------------------------------------------------- --------
Georgia:
Britt David Columbus 1990 109,630 9 68.7% 562,004 13.14 670,384 0.4%
Colonial Mall Glynn Place Brunswick 1986 281,989 53 60.2% 2,124,293 13.94 3,986,105 2.5%
Colonial Mall Glynn Place 225,558 (6)
Colonial Mall Lakeshore Gainesville 1984/97 518,290 51 92.4% 2,755,516 20.02 4,633,724 3.0%
Colonial Mall Macon Macon 1975/88/97 764,218 146 94.4% 10,609,534 25.61 18,639,749 11.9%
Colonial Mall Macon 682,160 (6)
Colonial Mall Valdosta Valdosta 1982/85 325,076 52 94.6% 3,185,822 20.84 5,991,088 3.8%
Colonial Mall Valdosta 73,723 (6)
Colonial Promenade Beechwood Athens 1963/92 339,095 37 74.0% 2,322,869 14.72 2,865,859 1.8%
---------- ---------------------------------------------------- --------
Subtotal-Georgia 3,319,739 348 85.7% 21,560,038 20.72 36,786,910 23.5%
---------- ---------------------------------------------------- --------
North Carolina:
Colonial Mall Burlington Burlington 1969/86/94 415,038 41 96.0% 2,491,816 23.24 5,192,470 3.3%
Colonial Mall Greenville Greenville 1965/89/99 404,640 55 93.4% 3,176,191 20.66 5,729,105 3.7%
Colonial Mall Greenville 46,051 (6)
Colonial Mayberry Mall Mount Airy 1968/86 149,016 19 97.5% 781,599 13.22 1,260,638 0.8%
Colonial Mayberry Mall 57,843 (6)
Colonial Shoppes Quaker Greensboro 1968/88/97 102,426 25 86.4% 1,014,182 15.20 1,443,062 0.9%
Colonial Shoppes Stanly Locust 1987/96 47,070 8 100.0% 263,250 10.14 423,618 0.3%
Colonial Shoppes Yadkinville Yadkinville 1971/97 90,917 12 100.0% 687,096 7.91 863,625 0.6%
---------- ---------------------------------------------------- -------
Subtotal-North Carolina 1,313,001 160 95.0% 8,414,134 18.75 14,912,517 9.5%
---------- ---------------------------------------------------- -------
South Carolina:
Colonial Mall Myrtle Beach Myrtle Beach 1986 503,698 64 96.4% 4,637,417 21.85 8,412,375 5.4%
---------- ---------------------------------------------------- --------
Subtotal-South Carolina 503,698 64 96.4% 4,637,417 21.85 8,412,375 5.4%
---------- ---------------------------------------------------- ---------
Tennessee:
Rivermont Shopping Center Chattanooga 1986/97 73,539 10 96.8% 414,792 7.41 470,721 0.3%
---------- ---------------------------------------------------- ---------
Subtotal-Tennessee 73,539 10 96.8% 414,792 7.41 470,721 0.3%
---------- ---------------------------------------------------- ---------
Texas
Colonial Mall Temple Temple 1981/96 446,284 59 87.9% 3,426,795 21.02 6,256,662 4.0%
Colonial Mall Temple 108,977 (6)
---------- ---------------------------------------------------- ---------
Subtotal-Texas 555,261 59 87.9% 3,426,795 21.02 6,256,662 4.0%
---------- ---------------------------------------------------- ---------
Virginia:
Colonial Mall Staunton Staunton 1969/86/97 431,782 45 81.3% 1,844,428 12.11 3,469,700 2.2%
---------- ---------------------------------------------------- ---------
Subtotal-Virginia 431,782 45 81.3% 1,844,428 12.11 3,469,700 2.2%
---------- ---------------------------------------------------- ---------
Total 15,342,472 1,620 89.6% $ 107,859,904$ 19.84 $ 156,804,649 100.0%
========== ==================================================== =========
(footnotes on next page)
(1) All retail properties are 100% owned by us, with the exception of Orlando
Fashion Square, Parkway Place, Colonial Promenade Madison, and Colonial
Promenade Hoover, which are owned 50%, 45%, 25%, and 10%, respectively, by
us at December 31, 2003.
(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 GRA refers to gross retail area, which includes gross leasable area
and space owned by anchor tenants, but Percent Leased excludes anchor owned
space.
(4) Includes specialty store space only.
(5) Percent of Total Retail 2003 Property Revenue represents each property's
proportionate share of revenue from our 45 retail properties, including
partially owned properties. Property revenue for the retail division
constitutes our segment data (see Note 7 - Segment Information to the
audited financial statements contained herein).
(6) Represents space owned by anchor tenants.
(7) Represents revenues from the date of our completion of development of the
property in 2003 through December 31, 2003.
(8) This property is currently under lease-up and is not included in the
Percent Leased and Average Base Rent Per Leased Square Foot property total.
(9) This property was sold during 2003.
(10) This property was classified as discontinued operations at December 31,
2003.
The following table sets out a schedule of the lease expirations for
leases in place as of December 31, 2003, for the retail properties:
Percent of
Net Rentable Annualized Total Annual
Year of Number of Area Of Base Rent of Base Rent
Lease Tenants with Expiring Leases Expiring Represented by
Expiration Expiring Leases (Square Feet) (1)Leases (1)(2) Expiring Leases (1)
- -------------------------------------------------------------------------------
2004 358 1,835,466 17,346,863 16.1%
2005 272 845,398 12,412,257 11.5%
2006 236 1,366,696 14,172,406 13.1%
2007 205 1,257,603 12,189,255 11.3%
2008 133 929,010 8,488,708 7.9%
2009 76 704,965 5,560,683 5.2%
2010 86 741,266 8,264,554 7.7%
2011 96 570,352 8,176,031 7.6%
2012 63 836,016 8,265,427 7.7%
2013 53 376,500 4,219,826 3.9%
Thereafter 42 1,398,146 8,763,894 8.1%
------------- ------------- -------------- -------------
1,620 10,861,418 $107,859,904 100.0%
============= ============= ============== =============
(1) Excludes 1,514,000 square feet of space not leased as of December 31, 2003.
(2) Annualized base rent is calculated using base rents as of December 31, 2003.
The following table sets forth the total gross retail 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 Base
Retail Area Percent Rent Per Leased
Year-End (Square Feet) (1) Leased Square Foot (2)
-------- ----------------- ------ ------------------
December 31, 2003 15,343,000 89.6% $19.84
December 31, 2002 15,475,000 89.2% $18.36
December 31, 2001 14,951,000 89.6% $18.03
December 31, 2000 15,184,000 90.2% $17.38
December 31, 1999 13,947,000 89.9% $16.66
(1) Includes 2,202,633 square feet partially owned by us at December 31, 2003.
(2) Average base rent per leased square foot is calculated using specialty
store year-end base rent figures.
Undeveloped Land
We own various parcels of land, which are held for future development.
Land adjacent to multifamily properties typically will be considered for
potential development of another phase of an existing multifamily property if we
determine that the particular market can absorb additional apartment units. For
expansions at office and retail properties, we own 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, hotels, 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, 2003.
Geographic Concentration of Properties
Total 2003 Percent Of
Total 2003 Total 2003 Discontinued Total 2003 Total 2003
Units NRA GRA Property Unconsolidated Operations Consolidated Property
State (Mult.) (1)(Office)(3) (Retail) (2) Revenue (4) Property Revenue Property Revenue Property Revenue Revenue
- ---------------- --------- ------------ ------------ -------------- ----------------- ----------------- ---------------- ----------
Alabama 6,812 2,815,578 6,315,739 $ 147,061,015 $ 6,272,973 $ 300,443 $ 140,487,599 42.6%
Florida 4,913 1,759,621 2,829,713 94,828,452 9,510,984 3,056,082 82,261,386 25.0%
Georgia 1,382 888,631 3,319,739 60,809,735 457,977 - 60,351,758 18.3%
Mississippi 498 - - 4,564,106 - - 4,564,106 1.4%
North Carolina - - 1,313,001 14,912,517 - - 14,912,517 4.5%
South Carolina 764 - 503,698 13,890,757 - - 13,890,757 4.2%
Tennessee - - 73,539 470,721 - - 470,721 0.1%
Texas 855 - 555,261 9,254,689 - - 9,254,689 2.8%
Virginia - - 431,782 3,469,700 - - 3,469,700 1.1%
--------- ------------ ------------ --------------- -------------- --------------- ---------------- --------------
Total 15,224 5,463,830 15,342,472 $ 349,261,693 $ 16,241,934 $ 3,356,525 $ 329,663,234 100.0%
========= ============ ============ =============== ============== =============== ================ ==============
(1) Units (in this table only) refer to multifamily apartment units.
(2) GRA refers to gross retail area, which includes gross leasable area and
space owned by anchor tenants.
(3) NRA refers to net rentable area of office
space.
(4) Includes our proportionate share of revenue from those multifamily,
office and retail properties accounted for under the equity method, and our
share of revenue of the properties disposed in 2003.
Refer to Note 7 - Segment Information to the audited financial statements
contained herein.
We believe 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 and
Huntsville, Alabama, Orlando, Tampa and Sarasota, Florida, and Macon and
Atlanta, Georgia, are our primary markets. We believe that our 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
As of December 31, 2003, we had approximately $1.27 billion of secured
and unsecured indebtedness outstanding with a weighted average interest rate of
5.88% and a weighted average maturity of 5.5 years. Of this amount,
approximately $368.9 million was secured mortgage financing and $899.0 was
unsecured debt. Our mortgaged indebtedness was secured by 21 of our consolidated
properties and carried a weighted average interest rate of 5.5% and a weighted
average maturity of 8.8 years. The following table sets forth our secured and
unsecured indebtedness in more detail.
Mortgage Debt and Notes Payable
Anticipated
Annual Debt
Principal Service Estimated
Interest Balance (as of (1/1/04- Maturity Balance Due
Property (1) Rate 12/31/03) 12/31/04) Date (2) on Maturity
- ---------------------------------------- ---------- ---------------- --------------- ---------- -----------------
Multifamily Properties:
CG at Edgewater 6.810% $ 21,277,453 $ 1,614,842 01/01/11 $ 18,830,199
CG at Galleria 2.560% 22,400,000 469,944 06/15/26 (2) 22,400,000
CG at Galleria Woods 6.910% 9,247,494 771,348 07/01/09 8,459,760
CG at Hunters Creek 7.980% 18,999,000 1,516,120 06/30/10 18,999,000
CG at Hunters Creek 6.590% 10,826,534 996,376 06/30/10 (5) 4,373,743
CG at Madison 2.191% 16,953,030 768,868 08/01/11 4,132,410
CG at Natchez Trace 8.300% 6,648,111 611,203 09/01/35 47,813
CG at Natchez Trace 8.250% 3,971,334 371,184 02/01/37 29,071
CG at Promenade 6.810% 22,196,253 1,797,240 01/01/11 19,643,321
CG at Research Park 2.160% 12,775,000 272,384 06/15/26 (2) 12,775,000
CG at Reservoir 2.474% 8,378,768 457,171 04/01/12 7,192,133
CG at Riverchase 2.191% 19,972,192 1,118,194 07/01/11 6,240,833
CV at Ashley Plantation 7.980% 15,090,000 1,204,182 06/30/10 15,090,000
CV at Ashley Plantation 6.590% 9,064,768 1,021,195 06/30/10 (5) 4,339,741
CV at Gainesville 2.474% 25,978,354 1,366,152 04/01/12 22,243,422
CV at Inverness 2.206% 9,900,000 218,394 06/15/26 (2) 9,900,000
CV at Lake Mary 7.980% 14,100,000 1,125,180 06/30/10 14,100,000
CV at Lake Mary 6.590% 8,381,653 810,542 06/30/10 (5) 3,620,835
CV at Timothy Woods 7.490% 9,329,998 840,822 09/01/09 8,466,599
CV at Trussville 2.474% 16,449,352 805,488 04/01/12 14,074,930
CV at Vernon Marsh 2.096% 3,400,000 71,264 07/01/26 (2) 3,400,000
Office Properties:
Colonial Center at Mansell Overlook 100 8.250% 16,442,497 1,595,689 01/10/08 15,313,506
Heathrow Internation Business Center 7.390% 31,852,141 3,108,940 12/01/04 31,074,751
Heathrow Internation Business Center 7.840% 11,000,000 862,400 12/01/04 11,000,000
Retail Properties:
Colonial Promenade Montgomery 7.490% 12,016,448 1,085,360 09/01/06 10,876,590
Colonial Promenade UPP I 7.490% 11,785,215 1,063,212 08/27/09 10,694,650
Other debt:
Land Loan 2.980% 463,683 22,631 09/30/04 425,423
Line of Credit 2.160% (3) 205,935,000 6,782,553 11/22/05 (4) 205,935,000
Unsecured Senior Notes 8.050% 65,000,000 5,232,500 07/15/06 65,000,000
Unsecured Senior Notes 7.000% 175,000,000 12,219,564 07/14/07 175,000,000
Unsecured Senior Notes 6.990% 100,000,000 6,876,250 08/15/12 100,000,000
Unsecured Senior Notes 6.150% 125,000,000 7,664,028 04/15/13 125,000,000
Medium Term Notes 3.817% 75,000,000 2,862,750 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 08/09/04 25,000,000
Medium Term Notes 8.820% 25,000,000 2,205,000 02/07/05 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 03/15/10 5,000,000
Medium Term Notes 8.050% 10,000,000 805,000 12/27/10 10,000,000
Medium Term Notes 8.080% 10,000,000 808,000 12/24/10 10,000,000
Medium Term Notes 7.460% 10,000,000 746,000 12/20/06 10,000,000
Unamortized Discount on Senior Notes (1,968,930) (1,968,930)
---------------- --------------- -----------------
TOTAL CONSOLIDATED DEBT $ 1,267,865,346 $ 79,900,470 $ 1,196,709,800
================ =============== =================
(footnotes on next page)
- ----------------
(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 105 basis points. The facility also includes a
competitive bid feature that allows us to convert up to $160 million under
the line of credit to a fixed rate, for a fixed term not to exceed 90 days.
At December 31, 2003, we had $115.0 million outstanding under the
competitive bid feature.
(4) This credit facility is renewable in November 2005 and provides for a
one-year extension. As of December 31 2003, we maintained an interest rate
swap agreement of $50.0 million on our line of credit, which fixed the rate
on the floating line until January 2, 2004 at a rate of 2.113% plus a
spread of 105 basis points.
(5) Represents floating rate debt that has been swapped to a fixed rate of
6.59%.
In addition, the properties in which we own partial interests (and
which therefore are not consolidated in our financial statements) also are
subject to existing mortgage indebtedness. Our pro-rata share of such
indebtedness as of December 31, 2003 was as follows:
Company's Share
Company's of Principal
Percentage Balance (as of Interest Maturity
Unconsolidated Entity Ownership 12/31/03) Rate Date
- -----------------------------------------------------------------------------------------
Barrington, LLC 15.0% $ 960,977 7.60% 10/01/09
Cahaba Heights, LLC 15.0% 801,806 7.60% 10/01/09
Mountain Brook, LLC 15.0% 2,397,458 7.60% 10/01/09
Ponte Vedra, LLC 15.0% 1,335,040 7.60% 10/01/09
River Hills, LLC 15.0% 3,799,676 7.60% 10/01/09
Stockbridge, LLC 15.0% 1,511,177 7.60% 10/01/09
Hillwood, LLC 15.0% 499,500 2.44% 12/15/30
Hillwood, LLC 15.0% 298,751 7.80% 10/01/20
Inverness Lakes I, LLC 15.0% 600,000 2.47% 12/15/30
Inverness Lakes I, LLC 15.0% 329,480 7.80% 07/01/20
Inverness Lakes II, LLC 15.0% 1,976,751 8.11% 05/01/10
Rocky Ridge, LLC 15.0% 900,000 2.69% 12/15/30
Rocky Ridge, LLC 15.0% 289,386 7.74% 10/01/16
Highway 150, LLC 10.0% 1,758,502 5.94% 01/11/13
Land Title Building 33.3% 507,607 8.10% 02/01/15
Orlando Fashion Square 50.0% 31,825,319 7.00% 12/28/05
Parkway Place 45.0% 28,786,597 2.37% 12/20/04
-----------------------------------
Total Unconsolidated Debt $ 78,578,026 5.29%
===================================
Item 3. Legal Proceedings.
Neither we nor the properties are presently subject to any material
litigation nor, to our knowledge, is any material litigation threatened against
us or the properties, other than routine litigation arising in the ordinary
course of business, which is expected to primarily 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 2003.
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 1, 2004, there were 107 holders of record of units.
We have made consecutive quarterly distributions since our formation in
the third quarter of 1993. Our 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
Trust, out of any funds legally available for that purpose.
The following table sets forth the distributions per unit paid by us
during the periods noted:
Calendar Period Distribution
2003:
First Quarter............................. $ .665
Second Quarter............................ $ .665
Third Quarter............................. $ .665
Fourth Quarter............................ $ .665
2002:
First Quarter............................. $ .660
Second Quarter............................ $ .660
Third Quarter............................. $ .660
Fourth Quarter............................ $ .660
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, 2003.
Dollar amounts in thousands, except unit data 2003 2002 2001 2000 1999
- ----------------------------------------------------------------------------------------------------------------------------
OPERATING DATA
Total revenue $334,242 $323,107 $308,511 $293,928 $273,968
Expenses:
Depreciation and amortization 88,099 81,097 70,408 61,987 53,553
Other operating expenses 124,113 112,712 100,767 94,657 92,320
Income from operations 122,030 129,298 137,336 137,284 128,095
Interest expense 66,666 64,086 69,787 70,246 56,502
Other income (expense), net 8,047 36,838 17,154 9,865 9,489
Income from continuing operations 63,411 102,050 84,703 76,903 81,082
Income from discontinued operations 11,371 8,856 1,696 2,222 3,593
Distibutions to preferred unitholders 28,608 24,438 22,280 19,813 18,531
Net income available to common unitholders 46,174 86,468 64,119 59,312 66,144
Per unit - basic and diluted:
Net income - basic 1.30 2.60 2.01 1.81 1.88
Net income - diluted 1.29 2.58 2.00 1.81 1.88
Distributions 2.66 2.64 2.52 2.40 2.32
- ----------------------------------------------------------------------------------------------------------------------------
BALANCE SHEET DATA
Land, buildings, and equipment, net $1,970,695 $1,947,072 $ 1,756,255 $ 1,769,500 $ 1,586,332
Total assets 2,194,867 2,129,773 2,014,383 1,943,547 1,864,146
Total debt 1,267,865 1,262,193 1,191,791 1,179,095 1,039,863
- ----------------------------------------------------------------------------------------------------------------------------
OTHER DATA
Total properties (at end of period) 112 106 108 115 111
Item 7. Management's Discussion and Analysis of Financial Condition
and Results of Operations.
General
CRLP is the operating partnership of the Trust. The Trust's shares are
listed on the New York Stock Exchange. We are engaged in the ownership,
development, management, and leasing of multifamily communities, office
buildings, retail malls and shopping centers. Our activities include full or
partial ownership of a diversified portfolio of 112 properties as of December
31, 2003, 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 a lessor, substantially all of our revenue is derived from tenants
under existing leases at our properties. Therefore, our operating cash flow is
dependent upon the rents that we are able to charge to our tenants, and the
ability of these tenants to make their rental payments. We believe that the
diversified nature of the properties in which we typically invest - multifamily,
office and retail - provides a more stable revenue flow in uncertain economic
times. This is because our diversified property types generally do not have the
same economic cycles and, while one property type may be experiencing
difficulty, the other property types may be maintaining their strength.
The following table summarizes certain key operating performance
measures for our properties as of and for the years ended December 31, 2003 and
2002:
As of and for the
Year ended December 31,
-----------------------------------
2003 2002
----------------- ----------------
Multifamily Properties
- ----------------------------------------
Physical Occupancy 92.9% 88.2%
Economic Occupancy (1) 79.8% 77.8%
Same-Property NOI Growth (2) -3.9% -6.8%
End of Month Scheduled Base
Rent per Unit per Month $ 794 $ 785
Capital Expenditures per Unit $ 460 $ 523
Office Properties
- ----------------------------------------
Physical Occupancy 89.7% 91.0%
Same-Property NOI Growth (2) -8.5% -1.7%
Base Rent per Square Foot $ 19.06 $ 19.82
Capital Expenditures per Square Foot $ 2.47 $ 2.32
Retail Properties
- ----------------------------------------
Same-Property NOI Growth (2) -0.2% -0.5%
Regional Malls:
Physical Occupancy 91.5% 90.0%
Base Rent per Square Foot $ 22.06 $ 22.21
Tenant Gross Sales per Square Foot $ 270.23 $ 267.02
Shopping Centers:
Physical Occupancy 86.0% 89.0%
Base Rent per Square Foot $ 14.38 $ 13.45
Tenant Gross Sales per Square Foot $ 234.56 $ 232.64
1) Economic Occupancy represents scheduled base rents, less vacancy loss
and concessions, divided by scheduled base rents.
2) NOI amounts are based on our segment data. See Item 8 - Notes to
Consolidated Financial Statements - Note 7 - Segment Information.
The recent economic downturn in the United States continues to
negatively impact our operations. Our multifamily properties were impacted by a
liberal supply of new apartments and a robust single-family housing market,
driven by low interest rates and weak job growth. These factors drove down
occupancy at our multifamily properties in 2002 and also caused base rents to
decrease. As noted in the table above, multifamily occupancy and base rents
began to increase in 2003, and we presently expect the trends will continue in
2004.
Our office properties were negatively impacted by the absence of
corporate hiring and a "buyers market" for office space in which increased
tenant leverage put pressure on current rental rates. As a result, our office
division's base rent per square foot decreased from $19.82 in 2002 to $19.06 in
2003, or a -3.8% change. Additionally, for the year ended December 31, 2003, we
had approximately 183,000 square feet of early lease terminations and received
lease termination fees on a portion of the terminations of approximately $2.6
million from our office properties. Future rental income from our office
properties may be affected by future lease terminations because we may be unable
to collect the full amount that was due under the lease and may incur additional
cost in re-leasing the space. Although there is no way of predicting future
lease terminations, we currently anticipate they will be significantly lower in
2004. We presently believe the office division will remain challenged throughout
2004 and improved operating performance may be achieved in 2005.
Our retail properties underperformed the broader market in 2003, in
part due to a retailer bankruptcy and same-property redevelopments that were
undertaken in 2003. As of December 31, 2003, we had three retail redevelopment
projects in progress with total estimated costs of $52.0 million, encompassing
approximately 1.2 million square feet. As with any development, future rental
income will be affected by the timing of the completion of the redevelopment
projects, and the ability to timely lease the space at market rental rates. We
currently anticipate two of the redevelopments to be completed in 2004 and one
in late 2005. Throughout the recent economic downturn, consumer confidence has
remained strong. As a result, we currently expect our retail division to show
improved operating performance in 2004.
Recent Developments
Fluctuations in our results of operations from period to period are
affected by acquisitions, dispositions, new developments placed in service and
other business transactions resulting from our efforts to develop new
properties, and expand existing properties. During 2003, we completed the
following new property openings, acquisitions, dispositions and business
transactions:
o In December 2003, we acquired Colonial Grand at Metrowest, a 311 unit
multifamily apartment community located in Orlando, Florida.
o In December 2003, we acquired Colonial Village at Quarry Oaks, a 533
unit multifamily apartment community located in Austin, Texas.
o In December 2003, we acquired Colonial Center Research Place, a 272,558
square foot office asset located in Huntsville, Alabama.
o In November 2003, we completed the construction of the retail portion
of Colonial TownPark - Lake Mary, a 146,523 square foot shopping center
located in Orlando, Florida, within the Colonial TownPark mixed-use
development, which integrates multifamily, office and retail products.
o In September 2003, we disposed of 2100 International Park, a 29,000
square foot office asset located in Birmingham, Alabama.
o In June 2003, the Trust issued $75.2 million or 2,110,000 of its common
shares at $35.65 per share in a public offering.
o In May 2003, the Trust redeemed $125.0 million 8.75% Series A
Cumulative Redeemable Preferred Shares of Beneficial Interest of the
Trust.
o In May 2003, we completed the construction of Colonial Center 200 at
TownPark, a 154,661 square foot Class A office asset located in
Orlando, Florida, within our mixed-use development Colonial TownPark,
which integrates multifamily, office and retail products.
o In April 2003, we completed a $125.0 million public offering of senior
notes at a rate of 6.15%.
o In April 2003, the Trust issued $125.0 million or 5,000,000 depositary
shares, each representing 1/10 of a share of 8.125% Series D Cumulative
Redeemable Preferred Shares of Beneficial Interest of the Trust.
o In March 2003, we disposed of Colonial Promenade Bardmoor, a 152,667
square foot retail asset located in St. Petersburg, Florida.
o In March 2003, we disposed of Colonial Grand at Citrus Park, a 176 unit
multifamily apartment community located in Tampa, Florida.
o Throughout 2003, we sold various parcels of land for an aggregate sales
price of approximately $24.0 million.
Comparison of the year ended December 31, 2003 to the year ended
December 31, 2002
Base rent for the year ended December 31, 2003 increased $10.8 million
or 4.3% as compared with the year ended December 31, 2002. Base rent increased
$16.8 million as a result of the acquisitions of 901 Maitland Center, Colonial
Center at Colonnade and Colonial Center Heathrow in 2002, coupled with a full
year of operations of Colonial Grand TownPark and Colonial Center 600 TownPark,
which were completed developments in 2002. The increase was offset by
multifamily properties sold in 2002, which are classified as continuing
operations, due to us retaining the management of the multifamily properties
sold. The 2002 multifamily property sales resulted in decreased base rent of
$4.9 million in 2003 as compared to 2002. The remaining decrease is primarily a
result of an increase in move-in concessions at our multifamily properties,
which is a function of the declining employment growth and a robust single
family housing market driven by lower interest rates.
Percentage rent for the year ended December 31, 2003 increased $0.3
million or 9.8% as compared with the year ended December 31, 2002. The increase
was primarily due to an increase in gross sales per square foot at our retail
malls and the addition of new tenants at our retail malls that have recently
completed redevelopment projects.
Tenant recoveries for the year ended December 31, 2003 decreased $0.5
million or 1.2% as compared with the year ended December 31, 2002. The decrease
was primarily due to a decrease in occupancy percentage as a result of early
terminations at our office properties and the redevelopment of Colonial
University Village in Auburn, Alabama during 2003. The decrease was partially
offset by a full year of operations as a result of the acquisition of 901
Maitland Center, Colonial Center Colonnade, and Colonial Center Heathrow in
2002.
Other property related revenue for the year ended December 31, 2003
increased $3.0 million or 16.5% as compared with the year ended December 31,
2002. Of the increase, $2.8 million is attributable to a full year of operations
for the properties acquired and developed in 2002 and an increase in lease buy
out income of $0.6 million primarily as a result of early lease terminations
within our office division in 2003 as compared to 2002. The increase was
partially offset by a decrease in other ancillary income at our multifamily and
retail properties.
Other non-property related revenue for the year ended December 31, 2003
decreased $2.7 million or 36.5% as compared with the year ended December 31,
2002. The decrease is primarily due to a decrease in the recognition of
development and leasing fees from unrelated third parties, as a result of the
completion of the associated developments in 2002. Additionally, in 2002 we
recognized $0.3 million of interest income, as a result of the sale of Colonial
Grand at Spring Creek in December 2001, in which CRLP held a note receivable on
a portion of the sales price of the property through May 2002.
General operating expenses of our operating properties for the year
ended December 31, 2003 increased $1.1 million or 5.0% as compared to the year
ended December 31, 2002. General operating expenses of the properties acquired
and developed during 2002 increased $1.6 million in 2003 as compared to 2002.
The increase was offset by a decrease of $0.5 million, which is attributable to
the multifamily properties sold in 2002 that are classified within continuing
operations.
Salaries and benefits of our operating properties for the year ended
December 31, 2003 increased $1.3 million or 9.3% as compared to the year ended
December 31, 2002. Of the increase, $0.6 million is related to a full year of
the salaries and benefits expenses of the properties acquired and developed
during 2002, offset by a decrease related to the multifamily properties sold in
2002. The remaining increase is a result of an increase in payroll costs as a
result of general salary increases to cover cost of living increases.
Repairs and maintenance of our operating properties for the year ended
December 31, 2003 increased $2.3 million or 7.1% as compared to the year ended
December 31, 2002. Of the increase, $1.7 million is a result of a full year of
operations of the properties acquired and developed in 2002, offset by a
decrease of $0.4 million related to the multifamily properties sold in 2002. The
remaining increase is related to repairs that occurred on certain of our older
multifamily and retail assets in 2003 as compared to 2002.
Taxes, licenses and insurance for our operating properties for the year
ended December 31, 2003 increased $2.7 million or 9.5% as compared to the year
ended December 31, 2002. The properties acquired and developed in 2002
contributed $2.2 million of the increase, offset by a decrease of $0.5 million
related to the multifamily properties sold in 2002. The remaining increase is a
result of an increase in overall property taxes on a number of our operating
properties.
General and administrative corporate expenses for the year ended
December 31, 2003 increased $4.0 million or 25.7% as compared to the year ended
December 31, 2002. The increase is attributable to an increase in management
salaries as a result of CRLP's continued growth, an increase in the expense
recognized as a result of the issuance of restricted stock to executive
management, an increase in professional fees in order to comply with the
Sarbanes-Oxley Act, a reduction in the amount of direct salaries capitalized to
development projects, and a charge of $1.1 million was recognized as a result of
a retirement package granted to the Trust's chief financial officer in 2003.
Depreciation and amortization expenses for the year ended December 31,
2003 increased $7.0 million or 8.6% as compared to the year ended December 31,
2002. $4.7 million of the increase is related to a full year of depreciation and
amortization on the properties acquired and developed during 2002, offset by
$1.2 million related to the multifamily properties sold in 2002. Additionally,
the amortization of prepaid leasing commissions and tenant improvements on our
existing properties increased approximately $4.5 million as a result of an
increase in leasing activity in late 2002 and 2003.
Interest expense for the year ended December 31, 2003 increased $2.6
million, or 4.0%, to $66.7 million as compared to the year ended December 31,
2002. The increase reflects the issuance of $125 million of senior notes at
6.15% during April 2003 and a full year of interest on the debt assumed with the
acquisition of Colonial Center Heathrow in 2002. Additionally, the increase is
offset by a decrease in the LIBOR rate in 2003 and lower interest expense on our
line of credit due to a lower average loan balance resulting from the Trust's
equity offering and our disposition activity in the early to mid part of 2003.
Income from partially owned entities for the year ended December 31,
2003 decreased $1.4 million or 69.1% as compared to the same period for 2002.
The decrease reflects a $1.1 million increase in depreciation expense and a $0.9
million increase in interest expense at our partially owned entities, which
primarily relates to a full year of depreciation and interest of Parkway Place
in 2003 that was placed-in-service in late 2002. Parkway Place is a joint
venture in which we maintain a 45.0% interest. Additionally, in 2002, we
recognized a $0.6 million gain on sale of 25.0% of our investment in Colonial
Promenade Madison Joint Venture. Prior to the sale of this interest, we held a
50.0% interest in the Colonial Promenade Madison Joint Venture. The decrease is
partially offset by the increase in income from operations as a result of a full
year of operations of Parkway Place.
Ineffectiveness of hedging activities for the year ended December 31,
2003 increased $0.3 million as compared to the same period for 2002. The
increase is primarily attributable to the reduction of our outstanding line of
credit below the $150.0 million total hedged notional amount. In accordance with
SFAS 133, we were required to dedesignate one of our $50.0 million interest rate
swaps, in which a charge of $0.2 million was recorded in the first quarter of
2003. The remaining decrease is a result of hedge ineffectiveness on our
remaining outstanding interest rate swap agreements.
Gains from sales of property included in continuing operations for the
year ended December 31, 2003 decreased $27.6 million to $7.9 million as compared
to the year ended December 31, 2002. The decrease is a result of the sale of ten
operating properties and various parcels of land in 2002 as compared to the sale
of no operating properties in 2003 and various parcels of land. In 2003, all
operating property sales are classified as discontinued operations. The
operating property sales that occurred in 2002 are classified within continuing
operations, as a result of us maintaining a continuing interest in the
properties through the management of the properties sold.
Other income (expense) for the year ended December 31, 2003 decreased
$0.5 million as compared to the same period in 2002. The decrease is primarily
attributable to a decrease in income tax expense as a result of the decrease in
income from unrelated third parties to CPSI in 2003 as compared to 2002. CPSI
provides property development, leasing and management services for third party
owned properties and administrative services to us.
Comparison of the year ended December 31, 2002 to the year ended
December 31, 2001
Base rent for the year ended December 31, 2002 increased $7.1 million
or 2.9% as compared with the year ended December 31, 2001. The increase was
primarily due to the acquisitions of 901 Maitland Center, Colonial Center at
Colonnade and Colonial Center Heathrow, which were acquired during 2002, coupled
with the completion of Colonial Grand TownPark - Lake Mary, Colonial Village
TownPark - Sarasota and Colonial Center 600 TownPark, which were completed
developments in 2002. The increase was primarily offset by the disposition of
eight multifamily properties and one retail property in 2002, in which we
retained management of the properties, and therefore the operations of these
properties are included in continuing operations.
Percentage rent for the year ended December 31, 2002 decreased $0.1
million or 2.3% as compared with the year ended December 31, 2001. The decrease
was primarily due to a decrease in gross sales per square foot at our retail
malls of approximately 2.3%.
Tenant recoveries for the year ended December 31, 2002 increased $4.0
million or 11.1% as compared with the year ended December 31, 2001. The increase
was primarily due to the office and retail properties acquired in 2002 and the
completion of the redevelopment of Colonial Brookwood Village in late 2001.
Other property related revenue for the year ended December 31, 2002
increased $0.1 million or 0.6% as compared with the year ended December 31,
2001. The increase is the result of an increase in lease buy out income of $0.5
million as a result of early lease terminations within our office and retail
divisions in 2002 as compared to 2001. The increase is partially offset by a
decrease in cable contract income within our multifamily division.
Other non-property related revenue for the year ended December 31, 2002
increased $3.5 million or 90.9% as compared with the year ended December 31,
2001. The increase is primarily due to an increase in the recognition of
development and leasing fees from unrelated third parties, as a result of the
completion of the associated developments in 2002. Additionally, in 2002 we
recognized $0.3 million of interest income, as a result of the sale of Colonial
Grand at Spring Creek in December 2001, in which CRLP held a note receivable for
a portion of the sales price of the property through May 2002.
General operating expenses of our operating properties for the year
ended December 31, 2002 increased $1.8 million or 8.8% as compared to the year
ended December 31, 2001. The increase is due to the general operating expenses
of the properties acquired and developed during 2002, offset by the multifamily
properties sold in 2001 and 2002.
Salaries and benefits of our operating properties for the year ended
December 31, 2002 decreased $1.1 million or 7.1% as compared to the year ended
December 31, 2001. The decrease is primarily due to the disposition of eight
multifamily properties and one retail property in that are classified as
continuing operations in 2002. The decrease is partially offset by the
acquisition of three office properties and one retail property. Therefore, as
multifamily properties are more labor intensive than office properties, we
experienced a decrease in overall salaries and benefits. Also, the decrease is a
result of the majority of our retail properties contracting out security
services in 2002 to third party security companies, as compared to 2001.
Repairs and maintenance of our operating properties for the year ended
December 31, 2002 increased $3.5 million or 12.3% as compared to the year ended
December 31, 2001. Of the increase, $1.9 million is a result of the properties
acquired and placed in service in 2002, offset by the multifamily properties
sold in 2002. The remaining increase is primarily the result of an increase in
contract services costs in 2002 as compared to 2001. In order to reduce overall
operating costs, we have contracted out various services to third parties at our
retail properties and reduced our internal salaries and benefits costs
associated with these types of services.
Taxes, licenses and insurance for our operating properties for the year
ended December 31, 2002 increased $3.0 million or 12.1% as compared to the year
ended December 31, 2001. The increase is primarily due to the property taxes on
the properties acquired and developed during 2002. Additionally, as the
insurance and reinsurance markets worsened in late 2001 and 2002, we experienced
an increase in overall insurance costs at our existing properties during 2002 as
compared to 2001.
General and administrative corporate expenses for the year ended
December 31, 2002 increased $4.6 million or 42.7% as compared to the year ended
December 31, 2001. Of this increase, $3.9 million is a result of the
consolidation of CPSI, which was effective September 1, 2002. Prior to September
1, 2002, CPSI was a partially owned entity and was accounted for on the equity
basis, and its results of operations were included in income from partially
owned entities. Further, the increase is attributable to an increase in
management salaries as a result of our continued growth.
Depreciation and amortization expenses for the year ended December 31,
2002 increased $10.7 million or 15.2% as compared to the year ended December 31,
2001. The increase is primarily due to the properties acquired during 2002 and
the properties developed during 2001 and 2002, offset by the properties sold in
2002 and 2001. Additionally, the increase is partially attributable to the
consolidation of CPSI in September 2002 and an increase in the amortization of
leasing commissions as a result of an increase in leasing activity.
Interest expense for the year ended December 31, 2002 decreased $5.7
million or 8.2% to $64.1 million as compared to the year ended December 31,
2001. The decrease in interest expense was primarily attributable to the
decrease in variable interest rate environment in 2002 as compared to 2001. We
had $267.2 million of floating rate debt outstanding at December 31, 2002. The
decrease reflects a lower LIBOR rate in 2002 as compared to 2001.
Income from partially owned entities for the year ended December 31,
2002 increased $0.5 million or 30.3% as compared to the same period for 2001.
The increase reflects a $0.6 million gain on the sale of our 25% investment in
Colonial Promenade Madison Joint Venture in December 2002.
Gains from sales of property included in continuing operations for the
year ended December 31, 2002 increased $19.8 million to $35.5 million as
compared to the year ended December 31, 2001. The increase is a result of the
sale of ten properties and various parcels of land in 2002, as compared to nine
properties in 2001. The increase in gains from sales of property is primarily
the result of selling more assets in 2002 that in 2001 and selling older assets
with lower recorded book values in 2002 versus the sales in 2001.
Other income (expense) for the year ended December 31, 2002 increased
$0.6 million as compared to the same period in 2001. The increase is primarily
attributable to an increase in income tax expense as a result of the increase in
income from unrelated third parties to CPSI in 2002 as compared to 2001. CPSI
provides property development, leasing and management services for third party
owned properties and administrative services to us.
Summary of Critical Accounting Policies
We believe our accounting policies are in conformity with GAAP. The
preparation of financial statements in conformity with GAAP requires management
to use judgment in the application of accounting policies, including making
estimates and assumptions. These judgments affect the reported amounts of assets
and liabilities and disclosure of contingent assets and liabilities at the dates
of the financial statements and the reported amounts of revenue and expenses
during the reporting periods. If our judgment or interpretation of the facts and
circumstances relating to various transactions had been different, it is
possible that different accounting policies would have been applied resulting in
a different presentation of our financial statements. Management considers the
following accounting policies to be critical to our reported operating results:
Real Estate Development and Acquisitions
We capitalize all costs, including interest and real estate taxes that
are associated with a development, construction, expansion, or leasing of real
estate investments as a cost of the property. All other expenditures necessary
to maintain a property in ordinary operating condition are expensed as incurred.
Costs incurred during predevelopment are capitalized after we have
identified a development site, determined that a project is feasible, and
concluded that it is probable that the project will proceed. While we believe we
will recover this capital through the successful development of such projects,
it is possible that a write-off of unrecoverable amounts could occur. Once it
becomes probable that a development will not be successful, the predevelopment
costs that have been previously capitalized are expensed.
We evaluate our properties, at least annually or upon the occurrence of
significant changes in the operations, to assess whether any impairment
indications are present, including recurring operating losses and significant
adverse changes in legal factors or business environment that affect the
recovery of the recorded value. If any property is considered impaired, a loss
is provided to reduce the carrying value of the property to its estimated fair
value. The valuation of real estate investments involves many subjective
assumptions dependent upon future economic events that affect the ultimate value
of the property.
We are actively pursuing acquisition opportunities and will not be
successful in all cases. Costs incurred related to these acquisition
opportunities are expensed when it becomes probable that we will not be
successful in the acquisition.
Principles of Consolidation
The consolidated financial statements include the accounts of CRLP,
CPSI and CPSLP. All significant inter-company balances and transactions have
been eliminated in the consolidated financial statements. Investments in
entities that we do not control through majority voting interest or where the
other owner has substantial participating rights are not consolidated and are
reflected as investments in partially owned entities.
Revenue Recognition
We, as a lessor, have retained substantially all of the risks and
benefits of ownership of our properties and account for our leases as operating
leases. Rental income attributable to leases is recognized on a straight-line
basis over the terms of the related lease. 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 in accordance with
the terms of the respective leases.
Other income received from long-term contracts signed in the normal
course of business is recognized in accordance with the terms of the specific
contract. Property management and development fee income is recognized when
earned for services provided to third parties.
Valuation of Receivables
We are subject to tenant defaults and bankruptcies at our office and
retail properties that could affect the collection of outstanding receivables.
In order to mitigate these risks, we perform credit review and analysis on all
commercial tenants and significant leases before they are executed. We evaluate
the collectibility of outstanding receivables and record allowances as
appropriate. Our policy is to record allowances for all outstanding receivables
greater than 60 days past due for our office and retail properties.
Due to the short-term nature of the leases at our multifamily
properties, generally six months to one year, our exposure to tenant defaults
and bankruptcies is minimized. Our policy is to record allowances for all
outstanding receivables greater than 30 days past due at our multifamily
properties.
Accounting Policies for Derivatives
We enter into derivative financial instruments from time to time, but
do not use them for trading or speculative 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. We adjust our balance sheets
on an ongoing quarterly basis to reflect current fair market value of our
derivatives. Changes in the fair value of derivatives are recorded each period
in earnings or comprehensive income, as appropriate. The ineffective portion of
the hedge is immediately recognized into earnings to the extent that the change
in value of a derivative does not perfectly offset the change in value of the
instrument being hedged. The unrealized gains and losses held in accumulated
other comprehensive income (loss) will be reclassified to earnings over time and
occurs when the hedged items are also recognized in earnings.
We formally document all relationships between hedging instruments and
hedged items, as well as our risk management objective and strategy for
undertaking the hedge. This process includes specific identification of the
hedging instrument and the hedge transaction, the nature of the risk being
hedged and how the hedging instrument's effectiveness in hedging the exposure to
the hedged transaction's variability in cash flows attributable to the hedged
risk will be assessed. Both at the inception of the hedge and on an ongoing
basis, we assess whether the derivatives that are used in hedging transactions
are highly effective in offsetting changes in cash flows or fair values of
hedged items. We are required to discontinue hedge accounting if a derivative is
not determined to be highly effective as a hedge or has ceased to be a highly
effective hedge.
Liquidity and Capital Resources
Short-Term Liquidity Needs
Our short-term liquidity requirements consist primarily of funds
necessary to pay for operating expenses directly associated with our portfolio
of properties (including regular maintenance items), capital expenditures
incurred to lease our space (e.g., tenant improvements and leasing commissions),
interest expense and scheduled principal payments on our outstanding debt, and
quarterly distributions that we pay to our common and preferred unitholders. In
the past, we have primarily satisfied these requirements through cash generated
from operations. We believe that cash generated from operations and borrowings
under our unsecured line of credit will be sufficient to meet our short-term
liquidity requirements. However, factors described below and elsewhere herein
may have a material adverse effect on our cash flow.
The majority of our revenue is derived from tenants under existing
leases at our properties. Therefore, our operating cash flow is dependent upon
the rents that we are able to charge to our tenants, and the ability of these
tenants to make their rental payments. We believe that the diversified nature of
the properties in which we typically invest - multifamily, office and retail -
provides a more stable revenue flow in uncertain economic times, in that our
diversified property types generally do not have the same economic cycles and
while one property type may be experiencing difficulty, the other property types
may be maintaining their strength.
The recent economic downturn in the United States has negatively
impacted our operations. In particular, the Sunbelt region has experienced a
slowdown in its economy. The industry slowdowns, higher unemployment rates,
reduced demand for apartment homes and declines in household formations
resulting from the economic slowdown, particularly in the Sunbelt region in
which we operate, have adversely impacted our business. Although each of our
three business segments has been adversely impacted by the decline in the
economy, our multifamily properties, which rely heavily on short-term leases,
have been most affected. Any continuation or worsening of current economic
conditions generally and in our principal market areas may continue to have a
negative impact on our results of operations and financial condition.
The Trust has made an election to be taxed as a REIT under Sections 856
through 860 of the Internal Revenue Code of 1986, as amended (the "Code"),
commencing with its taxable year ending December 31, 1993. If the Trust
qualifies for taxation as a REIT, it 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. Our partnership agreement requires us to distribute at
least quarterly 100% of our available cash (as defined in the partnership
agreement) to holders of our partnership units. Consistent with our partnership
agreement, we intend to continue to distribute quarterly an amount of our
available cash sufficient to enable the Trust to pay quarterly dividends to its
shareholders in an amount necessary to satisfy the requirements applicable to
REITs under the Internal Revenue Code.
Long-Term Liquidity Needs
Our long-term liquidity requirements consist primarily of funds
necessary to pay for the principal amount of our long-term debt as it matures,
significant non-recurring capital expenditures that need to be made periodically
at our properties, development projects that we undertake and costs associated
with acquisitions of properties that we pursue. Historically, we have satisfied
these requirements principally through the most advantageous source of capital
at that time, which has included the incurrence of new debt through borrowings
(through public offerings of unsecured debt and private incurrence of secured
and unsecured debt), sales of common and preferred stock by the Trust, capital
raised through the disposition of assets, and joint venture capital
transactions. We believe these sources of capital will continue to be available
in the future to fund our long-term capital needs. However, factors described
below and elsewhere herein may have a material adverse effect on our access to
these capital sources.
Our ability to incur additional debt is dependent upon a number of
factors, including our credit ratings, the value of our unencumbered assets, our
degree of leverage and borrowing restrictions imposed by our current lenders. We
currently have investment grade ratings for prospective unsecured debt offerings
from three major rating agencies. If we experienced a credit downgrade, we may
be limited in our access to capital in the unsecured debt market, which we have
historically utilized to fund investment activities, and the interest rate we
are paying under our existing credit facility would increase.
Our general partner's ability to raise funds through sales of common
stock and preferred stock is dependent on, among other things, general market
conditions for REITs, market perceptions about the Trust and the current trading
price of our stock. We will continue to analyze which source of capital is most
advantageous to us at any particular point in time, but the equity markets may
not be consistently available on terms that are attractive.
Over the last few years, we have maintained our asset recycling
program, which allows us to maximize our investment returns through the sale of
assets that have reached their maximum investment potential and reinvest the
proceeds into opportunities with more growth potential. During 2003, we sold one
multifamily property representing 176 units, one office property representing
29,000 square feet, and one retail property representing 152,667 square feet.
The multifamily, office and retail properties were sold for a total sales price
of $33.9 million, which was used to repay a portion of the borrowings under our
unsecured line of credit and to support our investment activities. Our ability
to generate cash from asset sales is limited by market conditions and certain
rules applicable to REITs. Our ability to sell properties in the future to raise
cash will be limited if market conditions make such sales unattractive.
As of December 31, 2003, we have an unsecured bank line of credit
providing for total borrowings of up to $320 million. This line of credit
agreement bears interest at LIBOR plus a spread calculated based our unsecured
debt ratings from time to time. Based on our current debt ratings, the spread is
105 basis points. The line of credit is renewable in November 2005, and provides
for a one-year extension. The line of credit agreement includes a competitive
bid feature that will allow us to convert up to $160 million under the line of
credit to a fixed rate, for a fixed term not to exceed 90 days. The credit
facility had an outstanding balance of $205.9 million at December 31, 2003. The
floating weighted average interest rate of this short-term borrowing facility,
including the competitive bid balance, was 2.16% at December 31, 2003.
At December 31, 2003, our total consolidated outstanding debt balance
was $1.3 billion. The outstanding balance includes fixed-rate debt of $1.0
billion, or 76.9% of the total debt balance, and floating-rate debt of $292.6
million, or 23.1% of the total debt balance. Our total market capitalization as
of December 31, 2003 was $3.0 billion and our ratio of debt to market
capitalization was 42.3%. We have certain loan agreements that contain
restrictive covenants, which among other things require maintenance of various
financial ratios. At December 31, 2003, we were in compliance with these
covenants.
Investing Activities
During 2003, we acquired two multifamily properties containing 844
units and one office property containing 272,558 square feet at an aggregate
cost of $77.5 million. We completed the construction of the 154,661 square foot
Colonial Center 200 TownPark, a Class A office asset located in Orlando, Florida
for a total cost of $18.6 million. Additional costs of $4.5 million are expected
to be spent in future periods on tenant and building improvements as the
remaining space is leased, bringing the total expected cost of the project to
$23.1 million. Additionally, we completed the development of the retail portion
of Colonial TownPark - Lake Mary, a 146,523 square foot shopping center located
in Orlando, Florida, within the Colonial TownPark mixed-use development, which
integrates multifamily, office and retail products. Project development costs
including land acquisitions costs totaled $19.2 million.
During 2003, we began the development of two new apartment communities.
These communities, if developed as expected, will contain 712 units, and the
total investment, including land acquisition costs, is projected to be
approximately $54.4 million. We continued the development of one retail property
and began the redevelopment of three retail properties. Upon completion of the
retail developments and redevelopments, we expect to invest approximately $59.7
million, including land acquisition costs. Additionally, we have three ongoing
mixed use projects that integrate multifamily, office and/or retail products.
During 2003, we invested an aggregate of $72.5 million in the development of
these aforementioned development projects and certain parcels of land that were
acquired for future development.
We regularly incur significant expenditures in connection with the
re-leasing of our office and retail space, principally in the form of tenant
improvements and leasing commissions. The amounts of these expenditures can vary
significantly, depending on negotiations with tenants and the willingness of
tenants to pay higher base rents over the life of the leases. We also incur
expenditures for certain recurring capital expenses. During 2003, we incurred
approximately $18.5 million related to tenant improvements and leasing
commissions, and approximately $12.5 million of recurring capital expenditures.
We expect to pay for future re-leasing and recurring capital expenditures out of
cash from operations.
Distribution
The distribution on our common units of partnership interest was $0.665
per unit per quarter or $2.66 per unit annually in 2003. We also pay regular
quarterly distributions on our preferred units. The maintenance of these
distributions is subject to various factors, including the discretion of the
Board of Trustees of the Trust, our ability to pay distributions under Delaware
law, the availability of cash to make the necessary distributions and the effect
of REIT distribution requirements, which require at least 90% of the Trust's
taxable income to be distributed to its shareholders.
Financing Transactions
On April 4, 2003, we completed a $125.0 million public debt offering of
unsecured senior notes. The notes, which mature in April 2013, bear a coupon
rate of 6.15%, and were priced to yield an effective rate of 6.18% over the ten
year term. We used the net proceeds of the offering to repay a portion of the
outstanding balance on our unsecured line of credit.
On April 30, 2003, the Trust entered into a transaction in which $125.0
million or 5,000,000 depositary shares, each representing 1/10 of a share of
8.125% Series D Cumulative Redeemable Preferred Shares of Beneficial Interest of
the Trust, were issued. The proceeds were contributed by the Trust to CRLP in
exchange for the issuance by CRLP to the Trust of related Series D preferred
units. The depositary shares may be redeemed by the Trust on or after April 30,
2008 and have a liquidation preference of $25.00 per depositary share. The
depositary shares have no stated maturity, sinking fund or mandatory redemption
and are not convertible into any other securities of the Trust. The net proceeds
of the offering were approximately $120.7 million and were used to redeem the
Trust's $125.0 million 8.75% Series A Cumulative Redeemable Preferred Shares of
Beneficial Interest ("Series A preferred shares") and the related Series A
preferred units on May 7, 2003. Upon redemption of the Series A preferred units,
we deducted the original issuance costs of the Series A preferred shares of $4.5
million from net income available to common unitholders, in accordance with the
SEC's clarification of Emerging Issues Task Force (EITF) Abstracts, Topic No.
D-42 "The Effect on the Calculation of Earnings per Share for the Redemption or
Induced Conversion of Preferred Stock".
On June 2, 2003, the Trust issued $75.2 million or 2,110,000 of its
common shares at $35.65 per share in a public offering, in which Merrill Lynch &
Co. acted as underwriter. The net proceeds from the offering, after deducting
offering expenses were $72.5 million. The proceeds were contributed to CRLP in
exchange for common units and were used to repay a portion of the outstanding
balance on CRLP's unsecured line of credit.
Credit Ratings
Our credit ratings as of December 31, 2003 are as follows:
Rating Agency Rating (1) Last update
- -------------------------------------------------------------------
Standard & Poor's BBB- November 24, 2003
Moody's Baa3 August 1, 2003
Fitch BBB- July 1, 2003
(1) Ratings outlook is "stable".
Our credit ratings are investment grade. If we experience a credit downgrade, we
may be limited in our access to capital in the unsecured debt market, which we
have historically utilized to fund its investment activities. In addition, our
spread on our $320 million unsecured line of credit would increase as previously
discussed.
Market Risk
In the normal course of business, we are exposed to the effect of
interest rate changes that could affect our results of operations and financial
condition or cash flow. We limit these risks by following established risk
management policies and procedures, including the use of derivative instruments
to manage or hedge interest rate risk. 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 at December 31, 2003.
Expected Maturity Date Estimated
------------------------------------------------------------------------------------- Fair
(amounts in thousands) 2004 2005 2006 2007 2008 Thereafter Total Value
- --------------------------------------------------------------------------------------------------------------------------------
Fixed Rate Debt $ 145,443 $ 127,818 $ 89,580 $ 178,205 $ 18,542 $ 415,671 $ 975,259 $ 1,010,037
- --------------------------
Average interest rate
at December 31, 2003 7.3% 5.7% 7.9% 7.0% 8.0% 7.1% 7.0% -
Variable Debt $ 2,521 $ 157,987 $ 2,052 $ 2,052 $ 2,052 $ 125,942 $ 292,606 $ 292,606
- --------------------------
Average interest rate
at December 31, 2003 2.5% 2.2% 2.4% 2.4% 2.4% 2.4% 2.3% -
The table incorporates only those exposures that exist as of December
31, 2003. 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, our ultimate realized gain or loss with respect to interest rate
fluctuations will depend on the exposures that arise during the period, our
hedging strategies at that time, and interest rates.
Our objective in using derivatives is to add stability to interest
expense and to manage our exposure to interest rate movements or other
identified risks. To accomplish this objective, we primarily use interest rate
swaps and caps as part of our cash flow hedging strategy. Interest rate swaps
designated as cash flow hedges involve the receipt of variable-rate amounts in
exchange for fixed-rate payments over the life of the agreements without
exchange of the underlying principal amount. During 2003, such derivatives were
used to hedge the variable cash flows associated with existing variable-rate
debt and existing lines of credit.
We have entered into several different hedging transactions in an
effort to manage our exposure to changes in interest rates. The following table
summarizes the notional values, fair values and other characteristics of our
derivative financial instruments at December 31, 2003. The notional value at
December 31, 2003 provides an indication of the extent of our involvement in
these instruments at that time, but does not represent exposure to credit,
interest rate, or market risk.
Fair Value
Interest At December 31, 2003
Product Type Notional Value Rate Maturity (in thousands)
------------------------------ ---------------------- ------------- ------------- ----------------------
Interest Rate SWAP, Cash Flow $30.2 - $27.7 million 5.932% 1/01/06 $ (2,126)
Interest Rate SWAP, Cash Flow $50.0 million 2.113% 1/02/04 (1)
Interest Rate CAP, Cash Flow $21.1 million 6.850% 6/29/04 -
Interest Rate CAP, Cash Flow $17.9 million 6.850% 7/06/04 -
Interest Rate CAP, Cash Flow $30.4 million 11.200% 6/30/06 6
Interest Rate CAP, Cash Flow $17.1 million 4.840% 4/1/04 -
Interest Rate CAP, Cash Flow $27.0 million 4.840% 4/1/04 -
Interest Rate CAP, Cash Flow $8.7 million 4.840% 4/1/04 -
We do not use derivatives for trading or speculative purposes. Further,
we have a policy of only entering into contracts with major financial
institutions based upon their credit ratings and other factors. When viewed in
conjunction with the underlying and offsetting exposure that the derivatives are
designed to hedge, we have not sustained a material loss from those instruments
nor do we anticipate any material adverse effect on our net income or financial
position in the future from the use of derivatives.
At December 31, 2003, derivatives with a fair value of $6,195 were
included in other assets and derivatives with a fair value of $2.1 million were
included in other liabilities. The change in net unrealized gains/losses of $1.9
million in 2003 for derivatives designated as cash flow hedges is separately
disclosed in the statement of changes in partners' equity. Hedge ineffectiveness
of $0.4 million on cash flow hedges was recognized in other income (expense)
during 2003.
Amounts reported in accumulated other comprehensive income related to
derivatives will be reclassified to interest expense as interest payments are
made on our variable-rate debt. The change in net unrealized losses on cash flow
hedges reflects a reclassification of $1.9 million of net unrealized losses from
accumulated other comprehensive income (loss) to interest expense during 2003.
During 2004, we estimate that an additional $1.5 million will be reclassified to
earnings of the current balance held in accumulated other comprehensive income
(loss).
Contractual Obligations and Other Commercial Commitments
The following tables summarize the material aspects of our future
contractual obligations and commercial commitments as of December 31, 2003:
Contractual Obligations
Payments Due in Fiscal
-------------------------------------------------------------------------------------------
(in thousands) Total 2004 2005 2006 2007 2008 Thereafter
- ------------------------------------------------------------------------------------------------------------------------------------
Long-Term Debt:
Consolidated $ 1,267,865 $ 147,964 $ 285,805 $ 91,632 $ 180,257 $ 20,594 $ 541,613
Partially Owned Entities (1) 78,578 29,317 31,763 254 275 293 16,676
-------------------------------------------------------------------------------------------
Total Long-Term Debt 1,346,443 177,281 317,568 91,886 180,532 20,887 558,289
Ground lease commitments 7,668 113 113 113 113 113 7,103
-------------------------------------------------------------------------------------------
Total $ 1,354,111 $ 177,394 $ 317,681 $ 91,999 $ 180,645 $ 21,000 $ 565,392
===========================================================================================
(1) Represents CRLP's pro rata share of principal maturities and excludes net
premiums and discounts.
Other Commercial Commitments
Amounts Expiring in Fiscal
---------------------------------------------------------------------------
Total Amounts
(in thousands) Committed 2004 2005 2006 2007 2008 Thereafter
----------------------------------------------------------------------------------------
Standby Letters of Credit $ 600 $ 600 $ - $ - $ - $ - $ -
Guarantees 13,643 3,300 9,343 - - - 1,000
Other Commercial Commitments 4,000 - - - 4,000 - -
----------------------------------------------------------------------------------------
Total Commercial Commitments $ 18,243 $ 3,900 $ 9,343 $ - $ 4,000 $ - $ 1,000
========================================================================================
Guarantees and Other Arrangements
During January 2000, CRLP initiated and completed an Executive Unit
Purchase Program ("Unit Purchase Program"), in which the Trust's Board of
Trustees and certain members of CRLP's management were able to purchase 425,925
units of CRLP. The value of the units purchased under the Unit Purchase Program
was approximately $10.0 million. Under the Unit Purchase Program, the Trust's
Board of Trustees and the members of management obtained full-recourse personal
loans from an unrelated financial institution, in order to purchase the units.
As of December 31, 2003, the outstanding balance on these loans was $9.4 million
as some participants have exited the program and repaid their principal balance.
The units, which have a market value of approximately $16.0 million at December
31, 2003, are pledged as collateral against the loans. We have provided a
guarantee to the unrelated financial institution for the personal loans, which
mature in January 2005. At December 31, 2003, no liability was recorded on our
books for the guarantee.
In August 2001, we entered into an agreement to provide services to an
unrelated third party in connection with the third party's development of a
$30.0 million multifamily property in North Carolina. We were engaged to serve
as development consultant and leasing and management agent for this property. In
addition, for a fee, we are serving as a guarantor for a $3.3 million working
capital loan obtained by the three principals of the third party entity, which
loan is primarily collateralized jointly and severally by the personal assets of
the borrowers, and matures in August 2004. At December 31, 2003, no liability
was recorded on our books for the guarantee. We have a right of first refusal to
purchase the property should the third party elect to sell. Over the term of the
agreement, we expect to earn market fees for our services.
During August 2002, in connection with the purchase of Heathrow
International Business Center, we entered into an agreement to acquire one new
office building that contains 192,000 square feet. The closing for this
acquisition is anticipated to occur upon the earlier of August 2005 or at such
time that the seller achieves certain leasing targets for the property. The
purchase price will be determined based upon the percentage of gross leasable
area actually leased and the net operating income generated by the leases at the
time of acquisition.
During December 2002, we entered into an agreement with an unrelated
third party in connection with the third party's development of a $23.5 million
multifamily property in Tampa, Florida. We have agreed to loan approximately
$4.0 million, which represents 17.0% of the development costs to the third party
during the development of the property. Under the agreement, the balance of the
loan matures in December 2007. At December 31, 2003, we had funded approximately
$1.6 million to the unrelated third party. We have a right of first refusal to
purchase the property should the third party elect to sell.
During December 2002, we sold 90% of our interest in Colonial Promenade
Hoover for a total sales price of $20.5 million, and formed Highway 150 LLC, in
which we maintain 10% ownership and manage the property. In connection with the
formation of Highway 150 LLC, we executed a guaranty, pursuant to which we would
serve as a guarantor of $1.0 million of the debt related to the joint venture,
which is collateralized by the Colonial Promenade Hoover retail property. Our
maximum guarantee of $1.0 million may be requested by the lender, only after all
of the rights and remedies available under the associated note and security
agreements have been exercised and exhausted. At December 31, 2003, the total
amount of debt of the joint venture was approximately $17.6 million and matures
in December 2012. At December 31, 2003, no liability was recorded on our books
for the guarantee.
During April 2003, we entered into an agreement with an unrelated third
party in connection with the third party's development of a $19.4 million
multifamily property in Charlotte, North Carolina. We agreed to loan
approximately $3.3 million, which represented 17.0% of the development costs to
the third party during the development of the property. We have the first right
of refusal to purchase the property should the third party elect to sell. During
December 2003, the third party elected to sell the property prior to completion
of the development. At that time, we purchased the property for approximately
$4.0 million and recorded it within construction in progress on our balance
sheet. We will continue to develop the property, which is a 252 unit apartment
community with total expected costs of $19.4 million. The development is
expected to be completed in the first quarter of 2005.
In connection with the contribution of certain assets to CRLP, certain
partners of CRLP have guaranteed indebtedness of CRLP totaling $27.3 million at
December 31, 2003. The guarantees are held in order for the contributing
partners to maintain their tax deferred status on the contributed assets. These
individuals have not been indemnified by CRLP. Additionally, certain unitholders
of CRLP and trustees of the Trust have guaranteed indebtedness of CRLP totaling
$0.5 million at December 31, 2003. CRLP has indemnified these individuals from
their guarantees of this indebtedness.
Outlook
Management intends to maintain our strength through continued
diversification, while pursuing acquisitions and developments that meet our
criteria for property quality, market strength, and investment return.
Management will continue to use our line of credit to provide short-term
financing for acquisition, development, and re-development activities and plans
to continue to replace significant borrowings under the bank line of credit with
funds generated from the sale of additional debt and 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 us 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 we are contemplating.
Management anticipates that our net cash provided by operations and our
existing cash balances will provide the necessary funds on a short- and long-
term basis to cover our operating expenses, interest expense on outstanding
indebtedness, recurring capital expenditures, and distributions to unitholders
in an amount necessary to permit the Trust to make dividends to its 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
us to increase rental rates or other charges to tenants in response to rising
prices and, therefore, serve to minimize our exposure to the adverse effects of
inflation.
An increase in general price levels may immediately precede, or
accompany, an increase in interest rates. At December 31, 2003, our exposure to
rising interest rates was mitigated by the existing debt level of 42.3% of our
total market capitalization, the high percentage of fixed rate debt (76.9%), and
the use of interest rate swaps to effectively fix the interest rate on
approximately $30.0 million through January 2006. As it relates to the
short-term, increases in interest expense resulting from increasing inflation is
anticipated to be less than future increases in income before interest.
Item 7A. Quantitative and Qualitative Disclosures about Market Risk
The information required by this item is incorporated by reference from
"Management's Discussion and Analysis of Financial Condition and Results of
Operations - Market Risk".
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, 2003 and 2002
Consolidated Statements of Income and Comprehensive Income for
the years ended December 31, 2003, 2002, and 2001
Consolidated Statements of Partners' Equity for the years
ended December 31, 2003, 2002, and 2001
Consolidated Statements of Cash Flows for the years ended
December 31, 2003, 2002, and 2001
Notes to Consolidated Financial Statements
Report of Independent Accountants
COLONIAL REALTY LIMITED PARTNERSHIP
CONSOLIDATED BALANCE SHEETS
(amounts in thousands)
December 31, 2003 and 2002
- ------------------------------------------------------------------------------------------------
2003 2002
- ------------------------------------------------------------------------------------------------
ASSETS
Land, buildings, & equipment, net $ 2,378,821 $ 2,280,943
Undeveloped land and construction in progress 114,262 82,520
Less: Accumulated Depreciation (419,817) (345,914)
Real estate assets held for sale, net 11,691 12,043
----------- -----------
Net real estate assets 2,084,957 2,029,592
Cash and equivalents 8,070 6,236
Restricted cash 1,879 1,481
Accounts receivable, net 10,260 10,395
Prepaid expenses 6,580 7,560
Notes receivable 2,504 1,307
Deferred debt and lease costs 25,832 23,157
Investment in partially owned entities 37,496 36,265
Other assets 17,289 13,780
----------- -----------
$ 2,194,867 $ 2,129,773
----------- -----------
LIABILITIES AND PARTNERS' EQUITY
Notes and mortgages payable $ 1,267,865 $ 1,262,193
Accounts payable 17,989 15,646
Accounts payable to affiliates -- 1,103
Accrued interest 14,916 13,974
Accrued expenses 6,983 6,516
Tenant deposits 3,239 3,201
Unearned rent 6,878 7,736
Other liabilities 3,715 4,497
----------- -----------
Total liabilities 1,321,585 1,314,866
----------- -----------
Limited partners' redeemable units, at redemption value -
10,361,034 and 10,788,341 units outstanding at
December 31, 2003 and 2002, respectively 410,297 366,156
General partner -
Common equity - 26,394,197 and 22,850,480 units outstanding at
December 31, 2003 and 2002, respectively 198,597 186,258
Preferred equity ($175,000 liquidation preference) 168,703 168,674
Limited partners' preferred equity ($100,000 liquidation preference) 97,406 97,406
Accumulated other comprehensive income (loss) (1,721) (3,587)
----------- -----------
Total partners' equity 462,985 448,751
----------- -----------
$ 2,194,867 $ 2,129,773
----------- -----------
The accompanying notes are an integral part of these financial statements.
COLONIAL REALTY LIMITED PARTNERSHIP
CONSOLIDATED STATEMENTS OF INCOME AND COMPREHENSIVE INCOME
(amounts in thousands, except per unit data)
For the Years Ended December 31, 2003, 2002 and 2001
- -------------------------------------------------------------------------------------------------------------------
2003 2002 2001
- -------------------------------------------------------------------------------------------------------------------
Revenue:
Base rent $ 263,120 $ 252,279 $ 245,143
Base rent from affiliates 1,079 969 1,135
Percentage rent 3,787 3,450 3,530
Tenant recoveries 40,015 40,493 36,451
Other property related revenue 21,513 18,467 18,350
Other non-property related revenue 4,728 7,449 3,902
--------- --------- ---------
Total revenue 334,242 323,107 308,511
--------- --------- ---------
Property operating expenses:
General operating expenses 24,001 22,869 21,026
Salaries and benefits 15,547 14,219 15,302
Repairs and maintenance 34,296 32,010 28,507
Taxes, licenses, and insurance 30,788 28,118 25,074
General and administrative 19,481 15,496 10,858
Depreciation 80,115 71,976 62,923
Amortization 7,984 9,121 7,485
--------- --------- ---------
Total operating expenses 212,212 193,809 171,175
--------- --------- ---------
Income from operations 122,030 129,298 137,336
--------- --------- ---------
Other income (expense):
Interest expense (66,666) (64,086) (69,787)
Income from partially owned entities 608 1,968 1,510
Ineffectiveness of hedging activities (361) (23) (15)
Gains from sales of property 7,921 35,511 15,674
Other (121) (618) (15)
--------- --------- ---------
Total other expense (58,619) (27,248) (52,633)
--------- --------- ---------
Income from continuing operations 63,411 102,050 84,703
--------- --------- ---------
Income from discontinued operations 829 2,815 1,696
Gain on disposal of discontinued operations 10,542 6,041 --
--------- --------- ---------
Income from discontinued operations 11,371 8,856 1,696
--------- --------- ---------
Net income 74,782 110,906 86,399
--------- --------- ---------
Distributions to general partner preferred unitholders (15,282) (15,563) (13,405)
Distributions to limited partner preferred unitholders (8,875) (8,875) (8,875)
Preferred unit issuance costs (4,451) -- --
--------- --------- ---------
Net income available to common unitholders 46,174 86,468 64,119
Net income available to common unitholders allocated to limited partners (13,626) (28,716) (22,461)
--------- --------- ---------
Net income available to common unitholders allocated to
general partner $ 32,548 $ 57,752 $ 41,658
--------- --------- ---------
Net income available to common unitholders per common unit - basic:
Income from continuing operations $ 0.98 $ 2.34 $ 1.95
Income from discontinued operations 0.32 0.27 0.05
--------- --------- ---------
Net income available to common unitholders per common unit - basic $ 1.30 $ 2.61 $ 2.00
--------- --------- ---------
Net income available to common unitholders per common unit - diluted:
Income from continuing operations $ 0.97 $ 2.32 $ 1.94
Income from discontinued operations 0.32 0.26 0.05
--------- --------- ---------
Net income available to common unitholders per common unit - diluted $ 1.29 $ 2.58 $ 1.99
--------- --------- ---------
Weighted average common units outstanding - basic 35,416 33,170 32,003
Weighted average common units outstanding - diluted 35,682 33,424 32,114
--------- --------- ---------
Net income available to common unitholders $ 46,174 $ 86,468 $ 64,119
Other comprehensive income (loss)
Unrealized income (loss) on cash flow hedging activities 1,866 (2,184) (1,403)
--------- --------- ---------
Comprehensive income $ 48,040 $ 84,284 $ 62,716
--------- --------- ---------
The accompanying notes are an integral part of these financial statements.
COLONIAL REALTY LIMITED PARTNERSHIP
CONSOLIDATED STATEMENTS OF PARTNERS' EQUITY
(amounts in thousands)
For the Years Ended December 31, 2003, 2002 and 2001
- ---------------------------------------------------------------------------------------------------------------------
Limited Accumulated
General Partner Partners' Other
-----------------------
Common Preferred Preferred Comprehensive
Equity Equity Equity Income (Loss) Total
- ---------------------------------------------------------------------------------------------------------------------
Balance, December 31, 2000 $ 226,967 $ 120,549 $ 97,406 $ -0- $ 444,922
Net income available to common unitholders
before preferred unit distributions 64,119 13,405 8,875 -- 86,399
Net income available to common unitholders
allocated to limited partners (22,461) -- -- -- (22,461)
Cash contributions 4,942 -- -- -- 4,942
Issuance of preferred units 48,125 -- -- 48,125
Distributions (80,636) (13,405) (8,875) -- (102,916)
Change in fair value of hedging activity -- -- -- (1,403) (1,403)
Adjustment of limited partner common equity
to redemption value (32,572) -- -- -- (32,572)
- ---------------------------------------------------------------------------------------------------------------------
Balance, December 31, 2001 160,359 168,674 97,406 (1,403) 425,036
Net income available to common unitholders
before preferred unit distributions 86,468 15,563 8,875 -- 110,906
Net income available to common unitholders
allocated to limited partners (28,716) -- -- -- (28,716)
Cash contributions 27,717 -- -- -- 27,717
Issuance of common units of beneficial interest 17,551 -- -- -- 17,551
Distributions (87,285) (15,563) (8,875) -- (111,723)
Change in fair value of hedging activity -- -- -- (2,184) (2,184)
Adjustment of limited partner common equity
to redemption value 10,164 -- -- -- 10,164
- ---------------------------------------------------------------------------------------------------------------------
Balance, December 31, 2002 186,258 168,674 97,406 (3,587) 448,751
Net income available to common unitholders
before preferred unit distributions 46,174 15,282 8,875 -- 70,331
Net income available to common unitholders
allocated to limited partners (13,626) -- -- -- (13,626)
Cash contributions 31,468 -- -- -- 31,468
Issuance of common units of beneficial interest 72,441 -- -- -- 72,441
Redemption of preferred units -- (120,549) -- -- (120,549)
Issuance of preferred units -- 120,578 -- -- 120,578
Distributions (93,603) (15,282) (8,875) -- (117,760)
Change in fair value of hedging activity -- -- -- 1,866 1,866
Adjustment of limited partner common equity
to redemption value (30,515) -- -- -- (30,515)
- ---------------------------------------------------------------------------------------------------------------------
Balance, December 31, 2003 $ 198,597 $ 168,703 $ 97,406 $ (1,721) $ 462,985
- ---------------------------------------------------------------------------------------------------------------------
The accompanying notes are an integral part of these financial statements.
COLONIAL REALTY LIMITED PARTNERSHIP
CONSOLIDATED STATEMENTS OF CASH FLOWS
(amounts in thousands)
For the Years Ended December 31, 2003, 2002 and 2001
- ----------------------------------------------------------------------------------------------------------------------
2003 2002 2001
- ----------------------------------------------------------------------------------------------------------------------
Cash flows from operating activities:
Net income $ 74,782 $ 110,906 $ 86,399
Adjustments to reconcile net income to net cash
provided by operating activities:
Depreciation and amortization 88,814 82,835 72,357
Income from partially owned entities (608) (1,968) (1,510)
Gains from sales of property (18,463) (41,552) (15,674)
Other, net -0- 83 1,064
Decrease (increase) in:
Restricted cash (398) 774 224
Accounts receivable 128 1,871 425
Prepaid expenses 980 (87) (2,986)
Other assets (9,349) (8,666) (6,874)
Increase (decrease) in:
Accounts payable 1,240 (3,952) (1,840)
Accrued interest 942 2,489 (3,051)
Accrued expenses and other (278) (1,143) 7,346
---------- ---------- -----------
Net cash provided by operating activities 137,791 141,590 135,880
---------- ---------- -----------
Cash flows from investing activities:
Acquisition of properties (77,472) (150,808) -0-
Development expenditures (42,275) (13,088) (48,744)
Development expenditures paid to an affiliate (30,242) (36,908) (89,047)
Tenant improvements (14,002) (25,556) (21,278)
Capital expenditures (12,447) (13,984) (13,582)
Proceeds from (issuance of) notes receivable (1,197) 10,946 9,859
Proceeds from sales of property, net of selling costs 55,701 132,241 76,190
Distributions from partnerships 3,743 5,420 2,695
Capital contributions to partnerships (4,366) (8,123) (4,764)
---------- ---------- -----------
Net cash used in investing activities (122,557) (99,860) (88,671)
---------- ---------- -----------
Cash flows from financing activities:
Principal reductions of debt (175,964) (73,248) (84,553)
Proceeds from additional borrowings 186,470 151,285 48,988
Net change in revolving credit balances (2,279) (52,989) 46,968
Proceeds from preferred unit issuance, net of expenses paid 120,578 -0- 48,122
Proceeds from issuance of limited partnership units, net of expenses paid 72,441 17,551
Redemption of preferred units (125,000) -0- -0-
Cash contributions 31,468 27,717 4,172
Distributions to common and preferred unitholders (117,760) (111,723) (102,916)
Payment of mortgage financing cost (3,353) (4,214) (1,794)
Other, net -0- -0- (344)
---------- ---------- -----------
Net cash used in financing activities (13,400) (45,621) (41,357)
---------- ---------- -----------
Increase (decrease) in cash and equivalents 1,834 (3,891) 5,852
Cash and equivalents, beginning of period 6,236 10,127 4,275
---------- ---------- -----------
Cash and equivalents, end of period $ 8,070 $ 6,236 $ 10,127
---------- ---------- -----------
Supplemental disclosures of cash flow information:
Cash paid during the year for interest, net of amounts capitalized $ 66,614 $ 62,776 $ 74,448
---------- ---------- -----------
The accompanying notes are an integral part of these financial statements.
1. Organization and Basis of Presentation
Organization - Colonial Realty Limited Partnership ("CRLP"), a Delaware
limited partnership, is the operating partnership of Colonial Properties Trust
(the "Trust"), an Alabama real estate investment trust ("REIT") 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, office buildings, and retail malls and centers. CRLP also owns
certain parcels of land.
Federal Income Tax Status - The Trust, which is considered a
corporation for federal income tax purposes, qualifies as a 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 Trust
fails to qualify as a REIT in any taxable year, the Trust will be subject to
federal income tax on its taxable income at regular corporate rates. The Trust
may be subject to certain state and local taxes on its income and property.
In addition, CRLP's financial statements include the operations of a
taxable REIT subsidiary, Colonial Properties Services, Inc. ("CPSI"), that is
not entitled to a dividends paid deduction and is subject to federal, state and
local income taxes. CPSI provides property development, leasing and management
services for third-party owned properties and administrative services to CRLP.
CRLP generally reimburses CPSI for payroll and other costs incurred in providing
services to CRLP. All inter-company transactions are eliminated in the
accompanying consolidated financial statements. CRLP recognized tax expense of
$0.1 million and $0.6 million in 2003 and 2002, respectively, related to the
taxable income of CPSI. No federal income taxes were recognized in 2001.
Principles of Consolidation - The consolidated financial statements
include CRLP, CPSI and Colonial Properties Services Limited Partnership (in
which CRLP holds 99% general and limited partner interests).
Investments in Partially Owned Entities - Entities in which CRLP owns,
directly or indirectly a 50% or less interest and does not control are reflected
in the consolidated financial statements as investments accounted for under the
equity method, except as discussed below. Under this method the investment is
carried at cost plus or minus equity in undistributed earnings or losses since
the date of acquisition. During December 2003, CRLP entered into a 10%
investment in a partnership interest of three multifamily properties that is
accounted for on the cost basis of accounting. (See Note 6 for further
discussion)
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 fair 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 is computed using the straight-line method over
the estimated useful lives of the assets, which range from 3 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 recorded in accordance with
Statement of Financial Accounting Standard (SFAS) No. 144, Accounting for the
Impairment or Disposal on Long-Lived Assets. CRLP recognizes sales of real
estate properties only upon the closing of a transaction. Payments received from
purchasers prior to closing are recorded as deposits. Profit on real estate sold
is recognized using the full accrual method upon closing when the collectibility
of the sales price is reasonably assured and CRLP is not obligated to perform
significant activities after the sale. Profit may be deferred in whole or part
until the sale meets the requirements of profit recognition on sales of real
estate under SFAS 66, Accounting for Sales of Real Estate. For properties sold
to a joint venture in which CRLP retains an ownership percentage, CRLP limits
the profit recognized from the sale to the portion sold to the outside party.
Further, the profit is limited by the amount of cash received for which CRLP has
no commitment to reinvest pursuant to the partial sale provisions found in
paragraph 30 of Statement of Position (SOP) 78-9. As of December 31, 2003, in
accordance with SFAS 66, all sales of real estate properties have been recorded
as sales transactions, as the risk and rewards of ownership have been
transferred to the purchaser.
Acquired Real Estate Assets-- CRLP accounts for its acquisitions of
investments in real estate in accordance with SFAS No. 141, Business
Combinations, which requires the fair value of the real estate acquired to be
allocated to the acquired tangible assets, consisting of land, building and
tenant improvements, and identified intangible assets and liabilities,
consisting of the value of above-market and below-market leases, other value of
in-place leases and value of other tenant relationships, based in each case on
their fair values. CRLP considers acquisitions of operating real estate assets
to be "businesses" as that term is contemplated in Emerging Issues Task Force
Issue No. 98-3, Determining Whether a Non-monetary Transaction Involves Receipt
of Productive Assets or of a Business.
CRLP allocates purchase price to the fair value of the tangible assets
of an acquired property (which includes the land and building) determined by
valuing the property as if it were vacant. The "as-if-vacant" value is allocated
to land and buildings based on management's determination of the relative fair
values of these assets. CRLP also allocates value to tenant improvements based
on the estimated costs of similar tenants with similar terms.
Above-market and below-market in-place lease values for acquired
properties are recorded based on the present value (using an interest rate which
reflects the risks associated with the leases acquired) of the difference
between (i) the contractual amounts to be paid pursuant to the in-place leases
and (ii) management's estimate of fair market lease rates for the corresponding
in-place leases, measured over a period equal to the remaining non-cancellable
term of the lease. The capitalized above-market lease values are amortized as a
reduction of rental income over the remaining non-cancellable terms of the
respective leases. The capitalized below-market lease values are amortized as an
increase to rental income over the initial term and any fixed-rate renewal
periods in the respective leases.
Management may engage independent third-party appraisers to perform
these valuations and those appraisals use commonly employed valuation
techniques, such as discounted cash flow analyses. Factors considered in these
analyses include an estimate of carrying costs during hypothetical expected
lease-up periods considering current market conditions, and costs to execute
similar leases. CRLP also considers information obtained about each property as
a result of its pre-acquisition due diligence, marketing and leasing activities
in estimating the fair value of the tangible and intangible assets acquired. In
estimating carrying costs, management also includes real estate taxes, insurance
and other operating expenses and estimates of lost rentals at market rates
during the expected lease-up periods depending on specific local market
conditions and depending on the type of property acquired. Management also
estimates costs to execute similar leases including leasing commissions, legal
and other related expenses to the extent that such costs are not already
incurred in connection with a new lease origination as part of the transaction.
The total amount of other intangible assets acquired is further
allocated to in-place leases, which includes other tenant relationship
intangible values based on management's evaluation of the specific
characteristics of each tenant's lease and CRLP's overall relationship with that
respective tenant. Characteristics considered by management in allocating these
values include the nature and extent of CRLP's existing business relationships
with the tenant, growth prospects for developing new business with the tenant,
the tenant's credit quality and expectations of lease renewals (including those
existing under the terms of the lease agreement or management's expectation for
renewal), among other factors.
Undeveloped Land and Construction in Progress--Undeveloped land and
construction in progress is stated at the lower of cost or fair value. The
capitalization of costs during the development of assets (including interest,
property taxes and other direct costs) begins when an active development
commences and ends when the asset, or a portion of an asset, is delivered and is
ready for its intended use. Cost capitalization during redevelopment of assets
(including interest and other direct costs) begins when the asset is taken
out-of-service for redevelopment and ends when the asset redevelopment is
completed and the asset is placed in-service.
Cash and Equivalents--CRLP includes highly liquid marketable securities
and debt instruments purchased with a maturity of three months or less in cash
equivalents. The majority of CRLP's cash and equivalents are held at major
commercial banks.
Restricted Cash--Cash which is legally restricted as to use consists
primarily of tenant deposits.
Valuation of Receivables--CRLP is subject to tenant defaults and
bankruptcies at its office and retail properties that could affect the
collection of outstanding receivables. In order to mitigate these risks, CRLP
performs credit review and analysis on all commercial tenants and significant
leases before they are executed. CRLP evaluates the collectibility of
outstanding receivables and records allowances as appropriate. CRLP's policy is
to record allowances for all outstanding invoices greater than 60 days past due
at its office and retail properties.
Due to the short-term nature of the leases at its multifamily
properties, generally six months to one year, CRLP's exposure to tenant defaults
and bankruptcies is minimized. CRLP's policy is to record allowances for all
outstanding receivables greater than 30 days past due at its multifamily
properties.
Deferred Debt and Lease Costs--Deferred debt costs consist of loan fees
and related expenses which are amortized on a straight-line basis, which
approximates the effective interest method, over the terms of the related debt.
Deferred lease costs include leasing charges, direct salaries and other costs
incurred by CRLP to originate a lease, which are amortized on a straight-line
basis over the terms of the related leases.
Derivative Instruments--All derivative instruments are recognized on
the balance sheet and measured at fair value. Derivatives that do not qualify
for hedge treatment under SFAS No. 133 (subsequently amended by SFAS Nos. 137
and 138), Accounting for Derivative Instruments and Hedging Activities, must be
recorded at fair value with gains or losses recognized in earnings in the period
of change. CRLP enters into derivative financial instruments from time to time,
but does not use them for trading or speculative 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.
CRLP formally documents all relationships between hedging instruments
and hedged items, as well as its risk management objective and strategy for
undertaking the hedge. This process includes specific identification of the
hedging instrument and the hedge transaction, the nature of the risk being
hedged and how the hedging instrument's effectiveness in hedging the exposure to
the hedged transaction's variability in cash flows attributable to the hedged
risk will be assessed. Both at the inception of the hedge and on an ongoing
basis, CRLP assesses whether the derivatives that are used in hedging
transactions are highly effective in offsetting changes in cash flows or fair
values of hedged items. CRLP discontinues hedge accounting if a derivative is
not determined to be highly effective as a hedge or has ceased to be a highly
effective hedge.
Stock-Based Compensation--The Trust currently sponsors stock option
plans and restricted stock award plans. Refer to Note 12. Prior to 2003, the
Trust accounted for those plans under the recognition and measurement provisions
of APB Opinion No. 25, "Accounting for Stock Issued to Employees" (APB No. 25)
and related interpretations. No stock-based employee compensation expense for
stock options was reflected in net income for the years ended December 31, 2002
and 2001. Effective January 1, 2003, the Trust adopted the preferable fair value
recognition provisions of SFAS No. 123, "Accounting for Stock-Based
Compensation". The Trust selected the prospective method of adoption described
in SFAS No. 148, "Accounting for Stock-Based Compensation--Transition and
Disclosure". The prospective method allows the Trust to apply the recognition
provisions of SFAS No. 123 to all employee awards granted, modified, or settled
after the beginning of the fiscal year in which the recognition provisions are
first applied. In accordance with the prospective method of adoption, results
for prior years have not been restated.
Deferred Compensation on Restricted Shares--Deferred compensation on
restricted shares of the Trust relates to the issuance of restricted shares to
employees and trustees of the Trust. Deferred compensation is amortized to
compensation expense based on the passage of time and certain performance
criteria.
Revenue Recognition--CRLP, as lessor, has retained substantially all
the risks and benefits of property ownership and accounts for its leases as
operating leases. 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 in accordance with
the terms of the related lease.
Other income received from long-term contracts signed in the normal
course of business is recognized in accordance with the terms of the specific
contract. Property management and development fee income is recognized when
earned for services provided to third parties.
Net Income Per Unit--Basic net income per unit is computed by dividing
the net income available to common unitholders by the weighted average number of
common units outstanding during the period. Diluted net income per unit is
computed by dividing the net income available to common unitholders by the
weighted average number of common units outstanding during the period, adjusted
for the assumed conversion of all potentially dilutive outstanding unit options.
Use of Estimates--The preparation of financial statements in conformity
with accounting principles generally accepted in the United States of America
requires management to make estimates and assumptions that affect the amounts
reported in the consolidated financial statements and accompanying notes. Actual
results could differ from those estimates.
Segment Reporting--CRLP has adopted SFAS No. 131, Disclosures about
Segments of an Enterprise and Related Information. SFAS No. 131 defines an
operating segment as a component of an enterprise that engages in business
activities that generate revenues and incur expenses, which operating results
are reviewed by the chief operating decision maker in the determination of
resource allocation and performance, and for which discrete financial
information is available. CRLP is organized into, and manages its business based
on the performance of three separate and distinct operating divisions:
multifamily, office and retail.
Recent Pronouncements of the Financial Accounting Standards Board
(FASB)--On January 15, 2003, FASB completed its redeliberations of the project
related to the consolidation of variable interest entities which culminated with
the issuance of FASB Interpretation No. 46 (FIN 46), Consolidation of Variable
Interest Entities. FIN 46 states that if a business enterprise has a controlling
financial interest in a variable interest entity, the assets, liabilities and
results of the activities of the variable interest entity should be included in
the consolidated financial statements of the business enterprise. This
Interpretation explains how to identify variable interest entities and how an
enterprise assesses its interests in a variable interest entity to decide
whether to consolidate that entity. FIN 46 also requires existing unconsolidated
variable interest entities to be consolidated by their primary beneficiaries if
the entities do not effectively disperse risks among parties involved. Variable
interest entities that effectively disperse risks will not be consolidated
unless a single party holds an interest or combination of interests that
effectively recombines risks that were previously dispersed. This Interpretation
applies immediately to variable interest entities created after January 31,
2003, and to variable interest entities in which an enterprise obtains an
interest after that date. It applies in the first fiscal year or interim period
beginning after June 15, 2003, to variable interest entities in which an
enterprise holds a variable interest that it acquired before February 1, 2003.
CRLP has identified certain relationships that it deems reasonably
possible are VIEs in which it holds a significant variable interest. CRLP deems
that it is reasonably possible that its investments in partially owned entities
are VIEs. As disclosed in Note 6, relative to these entities, CRLP's maximum
exposure to loss is limited to the carrying value of CRLP's investments in those
entities, which is $37.5 million as of December 31, 2003. In addition to these
VIEs, CRLP considers its relationship with three other entities to be potential
VIEs. These other entities are more fully discussed in Note 15, and primarily
relate to the commitment to fund development through a mezzanine financing
commitment and other guarantees. The maximum exposure related to these other
entities is limited to the amount of the funding commitment and other guarantees
and is $8.3 million as of December 31, 2003, which results in a total maximum
exposure to CRLP attributable to all potential VIEs in the aggregate amount of
$46.1 million. In December 2003, the FASB revised FIN 46 through the release of
FIN 46R, which clarifies certain aspects of FIN 46 and contains certain
provisions that defer the effective date of FIN 46 to periods ending after March
15, 2004. The adoption of FIN 46 did not have a material effect on CRLP's
consolidated financial statements and the adoption of FIN 46R is not expected to
have a material effect on CRLP's consolidated financial statements.
In May 2003, the FASB issued SFAS No. 150, Accounting for Certain
Financial Instruments with Characteristics of both Liabilities and Equity (SFAS
150). SFAS 150 establishes how an issuer classifies and measures certain free
standing financial instruments with characteristics of both liabilities and
equity and requires that such instruments be classified as liabilities. On
November 7, 2003, the FASB issued FASB Staff Position ("FSP") 150-3, Effective
Date and Transition for Mandatorily Redeemable Financial Instruments of Certain
Nonpublic Entities. FSP 150-3 defers the effective date of certain provisions of
SFAS 150, specifically the provisions that apply to mandatorily redeemable
non-controlling interests. This deferral is expected to remain in effect
indefinitely until the accounting for these interests are addressed in later
guidance. The remaining provisions of SFAS 150 were effective for financial
instruments entered into or modified after May 31, 2003, and otherwise were
effective and adopted by CRLP on July 1, 2003. CRLP has not entered into any
financial instruments within the scope of SFAS 150 since May 31, 2003. CRLP has
evaluated the impact of this pronouncement on financial instruments in place
prior to May 31, 2003 and determined that no reclassification or restatement of
current financial instruments is required.
Reclassifications--Certain reclassifications have been made to the 2002
and 2001 financial statements in order to conform them to the 2003 financial
statement presentation. These reclassifications have no impact on partners'
equity or net income.
3. Property Acquisitions and Dispositions
CRLP acquired two multifamily properties and one office property in
2003 at an aggregate cost of $77.5 million, three office properties during 2002
at an aggregate cost of $150.8 million, and no operating properties were
acquired in 2001. CRLP funded these acquisitions with cash proceeds from its
dispositions of assets, public offerings of debt and issuance of partnership
units (see Notes 8 and 11), advances on bank lines of credit, and cash from
operations.
The properties acquired during 2003 and 2002 are listed below:
Effective
Location Acquisition Date Units/Square Feet
----------------------------------------------------------------------
Multifamily Properties:
Colonial Grand at Metrowest Orlando, FL December 30, 2003 311
Colonial Village at Quarry Oaks Austin, TX December 30, 2003 533
Office Properties:
Colonial Center Research Place Huntsville, AL December 15, 2003 272,558
901 Maitland Center Orlando, FL March 1, 2002 155,583
Colonial Center at Colonnade Birmingham, AL May 1, 2002 531,563
Colonial Center Heathrow Orlando, FL August 1, 2002 804,350
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. CRLP has accounted for its acquisitions in 2003 in
accordance with SFAS 141. The value of the acquired tenant improvements and
leasing commissions for the office asset acquired are amortized over the
remaining terms of the in-place leases, which ranges from one to ten years. The
value of the in-place leases is being amortized over the remaining useful life
of the intangible asset, which is approximately one year for our multifamily
acquisitions and fifteen years for our office acquisition. The acquisitions
during 2003 and 2002 are comprised of the following:
(in thousands) 2003 2002
- ------------------------------------------------------------------------------
Assets purchased:
Land, buildings, and equipment $ 74,399 $ 196,009
Other assets 4,080 465
- ------------------------------------------------------------------------------
78,479 196,474
Notes and mortgages assumed 0 (43,993)
Other liabilities assumed or recorded (1,007) (1,673)
- ------------------------------------------------------------------------------
Cash paid $ 77,472 $ 150,808
- ------------------------------------------------------------------------------
In addition to the acquisition of the operating properties mentioned
above, CRLP acquired certain parcels of land to be utilized for future
development opportunities.
During 2003, CRLP disposed of one multifamily property representing 176
units, one office property representing 29,000 square feet, and one retail
property representing 152,667 square feet. The multifamily, office and retail
properties were sold for a total sales price of $33.9 million, which was used to
repay a portion of the borrowings under CRLP's unsecured line of credit and to
support CRLP's investment activities. Additionally, throughout 2003, CRLP sold
various parcels of land located adjacent to our existing properties for an
aggregate sales price of $24.0 million, which was also used to repay a portion
of the borrowings under CRLP's unsecured line of credit and to support our
investment activities.
During 2002, CRLP disposed of eight multifamily properties representing
1,988 units, two office properties representing 104,496 square feet, and three
retail properties representing 449,443 square feet. The multifamily, office, and
retail properties were sold for a total sales price of $138.6 million, which was
used to repay a portion of the borrowings under CRLP's unsecured line of credit
and to support CRLP's investment activities.
During 2002, CRLP sold interests in two retail properties to joint
ventures formed by CRLP and unrelated parties. CRLP continues to manage the
properties and accounts for its interest in these joint ventures as equity
investments (see Note 6).
During 2001, CRLP disposed of six multifamily properties representing
1,373 units, one office property representing 34,357 square feet, and two retail
properties representing 304,168 square feet. The multifamily, office, and retail
properties were sold for a total sales price of $83.5 million, of which $4.5
million was used to repay a secured loan, $11.6 million was issued as a note
receivable, and the remaining proceeds were used to repay a portion of the
borrowings under CRLP's unsecured line of credit and to support CRLP's
investment activities.
In accordance with SFAS No. 144, net income and gain (loss) on
disposition of real estate for properties sold through December 31, 2003, in
which CRLP does not maintain continuing involvement, are reflected in our
consolidated statements of income on a comparative basis as discontinued
operations for the years ended December 31, 2003, 2002 and 2001. Following is a
listing of the properties we disposed in 2003 and 2002 that are classified as
discontinued operations.
Property Location Date Units/Square Feet
---------------------------------------- ----------------------- --------------- -------------------
Multifamily
Colonial Grand at Citrus Park Tampa, FL March 2003 176
Office
2100 International Park Birmingham, AL September 2003 29,000
Colonnade Bldg. 4100 & 4200 Birmingham, AL September 2002 32,000
University Park Plaza Orlando, FL July 2002 72,500
Retail
Colonial Promenade Bardmoor St. Petersburg, FL March 2003 152,667
Colonial Promenade University Park II Orlando, FL July 2002 183,519
Additionally, CRLP classifies real estate assets as held for sale only
after CRLP has received approval by its internal investment committee, has
commenced an active program to sell the assets, and in the opinion of CRLP's
management it is probable the asset will sell within the next 12 months. At
December 31, 2003 and 2002, CRLP had classified one retail asset, containing
215,590 square feet as held for sale. This real estate asset is reflected in the
accompanying consolidated balance sheets at $11.7 million and $12.0 million at
December 31, 2003 and 2002, respectively, which represents the lower of
depreciated cost or fair value less costs to sell.
In accordance with SFAS No. 144, the operating results of real estate
assets designated as held for sale are included in discontinued operations in
the consolidated statement of operations for all periods presented. Also under
the provisions of SFAS No. 144, the reserves, if any, to write down the carrying
value of the real estate assets designated and classified as held for sale are
also included in discontinued operations. All subsequent gains and or additional
losses on the sale of these assets are also included in discontinued operations.
Additionally, under SFAS No. 144, any impairment losses on assets held for
continuing use are included in continuing operations.
Below is a summary of the operations of the properties held for sale
and sold during 2003, 2002, and 2001 that are classified as discontinued
operations:
Year Ended December 31,
-----------------------------------
(amounts in thousands) 2003 2002 2001
---- ---- ----
Property revenues:
Base rent $ 2,692 $ 6,541 $ 6,408
Percentage rent (3) 92 107
Tenant recoveries 602 1,173 1,063
Other property revenue 65 215 236
-----------------------------------
Total property revenues 3,356 8,021 7,814
Property operating and maintenance expense 921 2,289 2,559
Depreciation 646 1,627 1,777
Amortization 70 111 172
-----------------------------------
Total operating expenses 1,637 4,027 4,508
Interest expense 890 1,179 1,610
Income from discontinued operations before net gain
on disposition of discontinued operations 829 2,815 1,696
Net gain on disposition of discontinued operations 10,542 6,041 -
-----------------------------------
Income from discontinued operations $ 11,371 $ 8,856 $ 1,696
===================================
4. Land, Buildings, and Equipment
Land, buildings, and equipment consists of the following at December
31, 2003 and 2002:
(in thousands)
Useful Lives 2003 2002
------------
---------------------------------------
Buildings 40 years $ 1,835,528 $ 1,782,512
Furniture and fixtures 7 years 58,620 56,520
Equipment 3 or 5 years 34,775 31,859
Land improvements 10 or 15 years 57,598 55,616
Tenant improvements Life of lease 140,376 106,031
----------------- -----------------
2,126,897 2,032,538
Accumulated depreciation (419,817) (345,914)
----------------- -----------------
1,707,080 1,686,624
Real estate assets held for sale, net 11,691 12,043
Land 251,924 248,405
----------------- -----------------
$ 1,970,695 $ 1,947,072
================= =================
5. Undeveloped Land and Construction in Progress
During 2003, CRLP completed the construction of the 154,661 square foot
Colonial Center 200 TownPark, a Class A office asset located in Orlando, Florida
for a total cost of $18.6 million. Additional costs of $4.5 million are expected
to be spent in future periods on tenant and building improvements as the
remaining space is leased, bringing the total expected cost of the project to
$23.1 million. Additionally, CRLP completed the construction of the 143,000
square foot retail portion of Colonial TownPark, located in Orlando, Florida for
a total cost of $19.2 million. Colonial Center 200 TownPark and the retail
portion of Colonial TownPark is part of a mixed-use development that integrates
multifamily, office, and retail products.
CRLP currently has three active development projects, three mixed-use
projects, and three redevelopment projects in progress, and various parcels of
land available for expansion and construction. Undeveloped land and construction
in progress is comprised of the following at December 31, 2003:
Total Costs
Units/ Estimated Capitalized
Square Estimated Total Costs To Date
Feet Completion (in thousands) (in thousands)
--------- ------------- --------------- ---------------
Multifamily Projects:
Colonial Grand at Mallard Creek 252 2005 $ 19,417 $ 4,189
Colonial Village Twin Lakes 460 2005 35,000 10,992
Retail Projects:
Colonial Promenade Trussville Phase II 59,000 2004 7,400 6,809
Colonial Shoppes Clay (redevelopment) 66,000 2004 4,300 3,560
Colonial Mall Myrtle Beach (redevelopment) 530,000 2004 28,000 5,303
Colonial University Village (redevelopment) 555,000 2005 20,000 10,742
Mixed Use Projects Infrastructure
Colonial TownPark - Lake Mary 33,168 21,788
Colonial TownPark - Sarasota 6,410 5,142
Colonial Center at Mansell 8,330 7,921
Other Projects and Undeveloped Land 37,816
---------------
$ 114,262
===============
Interest capitalized on construction in progress during 2003, 2002, and
2001 was $5.6 million, $8.1 million, and $10.6 million, respectively.
6. Investment in Partially Owned Entities and Other Arrangements
Investment in Partially Owned Entities
Investment in partially owned entities at December 31, 2003 and 2002
consists of the following:
(in thousands)
Percent
Owned 2003 2002
---------- ------------ --------------
Multifamily:
CMS/Colonial Joint Venture I 15.00% $ 1,923 $ 2,142
CMS/Colonial Joint Venture II 15.00% 689 735
DRA Partnership 10.00% 2,284 -
------------ ------------
4,896 2,877
Office:
600 Building Partnership, Birmingham, AL 33.33% (8) (23)
Retail:
Orlando Fashion Square Joint Venture, Orlando, FL 50.00% 19,698 19,465
Parkway Place Limited Partnership, Huntsville, AL 45.00% 10,493 11,375
Colonial Promenade Madison, Huntsville, AL 25.00% 2,341 2,464
Highway 150, LLC, Birmingham, AL 10.00% 56 85
------------ ------------
32,588 33,389
Other:
Colonial/Polar-BEK Management Company,
Birmingham, AL 50.00% 36 41
NRH Enterprises, LLC, Birmingham, AL 20.00% (16) 26
E-2 Data Technology, Birmingham, AL 50.00% - (45)
------------ ------------
20 22
-------------- --------------
$ 37,496 $ 36,265
============== ==============
During December 2003, CRLP and Dreyfuss Real Estate Advisors (DRA)
entered into a partnership agreement, in which CRLP maintains a 10% interest and
manages three multifamily assets located in Birmingham, Alabama. The three
assets include Colony Woods, The Meadows of Brook Highland and Madison at Shoal
Run, which contain a total of 1,090 units. CRLP purchased their 10% interest for
a purchase price of $2.3 million, and the investment in the partnership is
maintained on the cost basis of accounting. CRLP believes that the cost method
of accounting is appropriate, as CRLP does not control nor maintain decision
making rights of the partnership.
During December 2002, CRLP sold 90% of its interest in Colonial
Promenade Hoover for a total sales price of $20.5 million, and formed Highway
150, LLC, in which CRLP maintains 10% ownership and manages the property under
contract with Highway 150 LLC. Additionally during December 2002, CRLP sold 25%
of its interest in the Colonial Promenade Madison Joint Venture for $3.2
million. Prior to the sale of this interest, CRLP held a 50% interest in the
joint venture. Therefore, CRLP now maintains 25% ownership of the property and
continues to manage the property. The proceeds from both of the joint venture
transactions were used to repay a portion of the amount outstanding under CRLP's
unsecured line of credit.
Combined financial information for CRLP's investments in partially
owned entities for 2003 and 2002 follows:
(in thousands) December 31,
---------------------------------
2003 2002
---------------------------------
Balance Sheet
Assets
Land, building, & equipment, net $ 345,003 $ 347,436
Construction in progress 81 193
Other assets 12,839 11,028
---------------------------------
Total assets $ 357,923 $ 358,657
=================================
Liabilities and Partners' Equity
Notes payable (1) $ 251,396 $ 251,908
Other liabilities 3,875 3,950
Partners' Equity 102,652 102,799
---------------------------------
Total liabilities and partners' capital $ 357,923 $ 358,657
=================================
Statement of Operations
(for the year ended)
Revenues $ 51,571 $ 42,943
Operating expenses (21,742) (17,960)
Interest expense (15,938) (13,011)
Depreciation, amortization and other (12,472) (7,689)
--------------------------------
Net income $ 1,419 $ 4,283
================================
(1) CRLP's portion of indebtedness, as calculated based on ownership
percentage, at December 31, 2003 and 2002 is $78.6 million and $78.3
million, respectively.
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
such division. The applicable accounting policies of the segments are the same
as those described in the "Summary of Significant Accounting Policies." The pro
rata portion of the revenues, net operating income ("NOI"), and assets of the
partially-owned entities and joint ventures that CRLP has entered into are
included in the applicable segment information. Additionally, the revenues and
NOI of properties sold that are classified as discontinued operations are also
included in the applicable segment information. In reconciling the segment
information presented below to total revenues, income from continuing
operations, and total assets, investments in partially-owned entities and joint
ventures are eliminated as equity investments and their related activity are
reflected in the consolidated financial statements as investments accounted for
under the equity method and discontinued operations are reported separately.
Management evaluates the performance of its segments and allocates resources to
them based on divisional NOI. Divisional NOI is defined as total property
revenues, including unconsolidated partnerships and joint ventures, less total
property operating expenses (such items as repairs and maintenance, payroll,
utilities, property taxes, insurance, advertising). Because NOI excludes
interest expense, depreciation and amortization, and general and administrative
expenses, it provides a performance measure that, when compared year over year,
reflects the income directly associated with operating our multifamily, office
and retail properties. As a result, management believes that NOI provides
investors useful information about CRLP's operating performance. However, as the
certain expenses noted above are excluded from NOI, NOI should only be used as
an alternative measure of CRLP's financial performance. Divisional information
and the reconciliation of total divisional revenues to total revenues, total
divisional NOI to income from continuing operations and minority interest, and
total divisional assets to total assets, for the years ended December 31, 2003,
2002, and 2001, is presented below:
For the Year Ended
------------ ------------ -----------
(in thousands) 2003 2002 2001
------------ ------------ -----------
Revenues:
Divisional Revenues
Multifamily $ 98,949 $ 104,160 $ 119,309
Office 93,508 77,111 57,348
Retail 156,805 156,355 147,634
----------- ----------- -----------
Total Divisional Revenues: 349,262 337,626 324,291
Partially-owned subsidiaries (16,242) (13,743) (13,061)
Unallocated corporate revenues 4,578 7,246 5,095
Discontinued operations revenues (3,356) (8,022) (7,814)
----------- ----------- -----------
Total Consolidated Revenues: $ 334,242 $ 323,107 $ 308,511
----------- ----------- -----------
NOI:
Divisional NOI
Multifamily $ 61,890 $ 68,145 $ 80,478
Office 65,826 54,930 40,893
Retail 109,164 109,322 105,043
----------- ----------- -----------
Total Divisional NOI: 236,880 232,397 226,414
Partially-owned subsidiaries (9,356) (7,956) (7,802)
Unallocated corporate revenues 4,578 7,246 5,095
Discontinued operations NOI (2,435) (5,741) (5,255)
General and administrative expenses (19,481) (15,496) (10,858)
Depreciation (80,115) (71,976) (62,923)
Amortization (7,984) (9,121) (7,485)
Other (57) (55) 150
----------- ----------- -----------
Income from operations 122,030 129,298 137,336
----------- ----------- -----------
Total other expense (58,619) (27,248) (52,633)
----------- ----------- -----------
Income from continuing operations $ 63,411 $ 102,050 $ 84,703
----------- ----------- -----------
(in thousands)
Assets:
Divisional Assets
Multifamily $ 677,469 $ 645,840 $ 723,447
Office 607,154 594,795 377,255
Retail 931,894 906,555 905,964
----------- ----------- -----------
Total Divisional Assets: 2,216,517 2,147,190 2,006,666
Partially-owned subsidiaries (117,271) (116,375) (106,191)
Unallocated corporate assets (1) 95,621 98,958 113,908
----------- ----------- -----------
$ 2,194,867 $ 2,129,773 $ 2,014,383
----------- ----------- -----------
(1) Includes CRLP's investment in joint ventures of $37,496, $36,265, and
$31,594 as of December 31, 2003, 2002, and 2001, respectively. (see
Note 6)
8. Notes and Mortgages Payable
Notes and mortgages payable at December 31, 2003 and 2002 consist of
the following:
(in thousands)
2003 2002
-------------- ---------------
Revolving credit agreement $ 205,935 $ 208,270
Mortgages and other notes:
2.00% to 6.00% 136,670 213,877
6.01% to 7.50% 679,088 584,423
7.51% to 9.00% 246,172 255,623
--------------- --------------
$ 1,267,865 $ 1,262,193
=============== ==============
As of December 31, 2003, CRLP has an unsecured bank line of credit
providing for total borrowings of up to $320 million. This line of credit
agreement bears interest at LIBOR plus a spread calculated based on CRLP's
unsecured debt ratings from time to time. Based on CRLP's debt ratings at
December 31, 2003, the spread was 105 basis points. The line of credit is
renewable in November 2005 and provides for a one-year extension. The line of
credit agreement includes a competitive bid feature that will allow CRLP to
convert up to $160 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 developments and has an outstanding balance at
December 31, 2003, of $205.9 million. The interest rate of this short-term
borrowing facility, including the competitive bid balance, is 2.16% and 2.38% at
December 31, 2003 and 2002, respectively.
During 2003 and 2002, CRLP completed two public offerings of senior
notes collectively totaling $225.0 million. 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
Issue Date Note Maturity Rate (in thousands)
- ----------------- --------------- -------------------------- ---------------
April, 2003 Senior April, 2013 6.15% $ 125,000
August, 2002 Senior August, 2012 6.88% 100,000
---------------
$ 225,000
===============
At December 31, 2003, CRLP had $899.4 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 $427.7 million at December 31, 2003.
The aggregate maturities of notes and mortgages payable, including
CRLP's line of credit at December 31, 2003, are as follows:
(in thousands)
---------------
2004 $ 147,964
2005 285,805
2006 91,632
2007 180,257
2008 20,594
Thereafter 541,613
------------------
$ 1,267,865
==================
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, 2003 and 2002 was approximately $1.31 billion
and $1.26 billion, respectively.
Certain loan agreements of CRLP contain restrictive covenants, which,
among other things, require maintenance of various financial ratios. At December
31, 2003, CRLP was in compliance with those covenants.
9. Derivative Instruments
SFAS No. 133, Accounting for Derivative Instruments and Hedging
Activities, as amended and interpreted, establishes accounting and reporting
standards for derivative instruments, including certain derivative instruments
embedded in other contracts, and for hedging activities. As required by SFAS No.
133, CRLP records all derivatives on the balance sheet at fair value. The
accounting for changes in the fair value of derivatives depends on the intended
use of the derivative and the resulting designation. Derivatives used to hedge
the exposure to changes in the fair value of an asset, liability, or firm
commitment attributable to a particular risk, such as interest rate risk, are
considered fair value hedges. Derivatives used to hedge the exposure to
variability in expected future cash flows, or other types of forecasted
transactions, are considered cash flow hedges.
For derivatives designated as fair value hedges, changes in the fair
value of the derivative and the hedged item related to the hedged risk are
recognized in earnings. For derivatives designated as cash flow hedges, the
effective portion of changes in the fair value of the derivative is initially
reported in other comprehensive income and subsequently reclassified to earnings
when the hedged transaction affects earnings, and the ineffective portion of
changes in the fair value of the derivative is recognized directly in earnings.
CRLP assesses the effectiveness of each hedging relationship by comparing the
changes in fair value or cash flows of the derivative hedging instrument with
the changes in fair value or cash flows of the designated hedged item or
transaction.
CRLP's objective in using derivatives is to add stability to interest
expense and to manage its exposure to interest rate movements or other
identified risks. To accomplish this objective, CRLP primarily uses interest
rate swaps and caps as part of its cash flow hedging strategy. Interest rate
swaps designated as cash flow hedges involve the receipt of variable-rate
amounts in exchange for fixed-rate payments over the life of the agreements
without exchange of the underlying principal amount. During 2003, such
derivatives were used to hedge the variable cash flows associated with existing
variable-rate debt and existing lines of credit.
CRLP has entered into several different hedging transactions in an
effort to manage its exposure to changes in interest rates. The following table
summarizes the notional values, fair values and other characteristics of CRLP's
derivative financial instruments at December 31, 2003. The notional value at
December 31, 2003 provides an indication of the extent of CRLP's involvement in
these instruments at that time, but does not represent exposure to credit,
interest rate, or market risk.
Fair Value
Interest At December 31, 2003
Product Type Notional Value Rate Maturity (in thousands)
------------------------------ ---------------------- ------------- ------------- ----------------------
Interest Rate SWAP, Cash Flow $30.2 - $27.7 million 5.932% 1/01/06 $ (2,126)
Interest Rate SWAP, Cash Flow $50.0 million 2.113% 1/02/04 (1)
Interest Rate CAP, Cash Flow $21.1 million 6.850% 6/29/04 -
Interest Rate CAP, Cash Flow $17.9 million 6.850% 7/06/04 -
Interest Rate CAP, Cash Flow $30.4 million 11.200% 6/30/06 6
Interest Rate CAP, Cash Flow $17.1 million 4.840% 4/1/04 -
Interest Rate CAP, Cash Flow $27.0 million 4.840% 4/1/04 -
Interest Rate CAP, Cash Flow $8.7 million 4.840% 4/1/04 -
CRLP does not use derivatives for trading or speculative purposes.
Further, CRLP has a policy of only entering into contracts with major financial
institutions based upon their credit ratings and other factors. When viewed in
conjunction with the underlying and offsetting exposure that the derivatives are
designed to hedge, CRLP has not sustained a material loss from those instruments
nor does it anticipate any material adverse effect on its net income or
financial position in the future from the use of derivatives.
At December 31, 2003, derivatives with a fair value of $6,195 were
included in other assets and derivatives with a fair value of $2.1 million were
included in other liabilities. The change in net unrealized gains/losses of $1.9
million in 2003 for derivatives designated as cash flow hedges is separately
disclosed in the statement of changes in shareholders' equity. Hedge
ineffectiveness of $0.4 million on cash flow hedges was recognized in other
income (expense) during 2003.
Amounts reported in accumulated other comprehensive income related to
derivatives will be reclassified to interest expense as interest payments are
made on CRLP's variable-rate debt. The change in net unrealized losses on cash
flow hedges reflects a reclassification of $1.9 million of net unrealized losses
from accumulated other comprehensive income (loss) to interest expense during
2003. During 2004, CRLP estimates that an additional $1.5 million will be
reclassified to earnings of the current balance held in accumulated other
comprehensive income (loss).
10. Capital Structure
At December 31, 2003 the Trust controlled CRLP as the sole general
partner and as the holder of 71.81% of the common units of CRLP and 63.6% of the
preferred units (Series C preferred units and Series D preferred units). The
limited partners of CRLP who hold redeemable, or common units, are those persons
(including certain officers and trustees) 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 Trust, or individuals
from whom CRLP acquired certain properties, who elected to receive units in
exchange for the properties. Redeemable units represent the number of
outstanding limited partnership units as of the date of the applicable balance
sheet, valued at the closing market value of the Trust's common shares. Each
redeemable unit may be redeemed by the holder thereof for either one common
share or cash equal to the fair market value thereof at the time of such
redemption, at the option of the Trust.
Additionally, in 1999, CRLP issued $100 million of Series B Cumulative
Redeemable Perpetual Preferred Units ("Series B preferred units") in a private
placement, that are exchangeable for Series B preferred shares of the Trust
beginning January 2014 at the option of the holders of the Series B preferred
units. (See Note 17)
The Board of Trustees of the Trust manages CRLP by directing the
affairs of CRLP. The Trust's interests in CRLP entitle it to share in cash
distributions from, and in the profits and losses of, CRLP in proportion to the
Trust's percentage interest therein and entitle the Trust to vote on all matters
requiring a vote of the limited partners.
In 1999, the Trust's Board of Trustees authorized a common share repurchase
program under which the Trust could repurchase up to $150 million of its
currently outstanding common shares from time to time at the discretion of
management in open market and negotiated transactions. The Trust repurchased
5,623,150 shares at an all-in cost of approximately $150 million, which
represents an average purchase price of $26.70. A corresponding amount of units
were redeemed by CRLP in connection with such repurchases. These units are
included as a reduction of partners' equity.
11. Cash Contributions
On April 30, 2003, the Trust entered into a transaction in which $125.0
million or 5,000,000 depositary shares, each representing 1/10 of a share of
8.125% Series D Cumulative Redeemable Preferred Shares of Beneficial Interest of
the Trust, were issued. The proceeds were contributed by the Trust to CRLP in
exchange for the issuance by CRLP to the Trust of related Series D preferred
units. The depositary shares may be redeemed by the Trust on or after April 30,
2008 and have a liquidation preference of $25.00 per depositary share. The
depositary shares have no stated maturity, sinking fund or mandatory redemption
and are not convertible into any other securities of the Trust. The net proceeds
of the offering were approximately $120.7 million and were used to redeem the
Trust's $125.0 million 8.75% Series A Cumulative Redeemable Preferred Shares of
Beneficial Interest ("Series A preferred shares") and the related Series A
preferred units on May 7, 2003. Upon redemption of the Series A preferred units,
we deducted the original issuance costs of the Series A preferred shares of $4.5
million from net income available to common unitholders, in accordance with the
SEC's clarification of Emerging Issues Task Force (EITF) Abstracts, Topic No.
D-42 "The Effect on the Calculation of Earnings per Share for the Redemption or
Induced Conversion of Preferred Stock".
On June 2, 2003, the Trust issued $75.2 million or 2,110,000 of its
common shares at $35.65 per share in a public offering, in which Merrill Lynch &
Co. acted as underwriter. The net proceeds from the offering, after deducting
offering expenses were $72.5 million. The proceeds were contributed to CRLP in
exchange for common units and were used to repay a portion of the outstanding
balance on CRLP's unsecured line of credit.
On February 28, 2002, the Trust entered into a transaction in which
560,380 common shares of beneficial interest of the Trust's common shares were
issued at $33.37 per share, resulting in net proceeds of $17.6 million to the
Trust. Related to this offering, Salomon Smith Barney deposited 260,710 shares
into The Equity Focus Trust REIT Portfolio Series, 2002-A, a newly formed unit
investment trust, and 299,670 shares were deposited into Cohen & Steers Quality
Income Realty Fund, Inc. Pursuant to the partnership agreement, the Trust
contributed the net proceeds of the foregoing transactions to CRLP in exchange
for common units in CRLP. Subsequently, CRLP used the net proceeds to repay a
portion of the outstanding balance on CRLP's unsecured line of credit.
During June 2001, CRLP issued 2,000,000 preferred units of beneficial
interest ("Series C preferred units") to the Trust in connection with a public
offering by the Trust of Series C preferred shares. The Series C preferred units
pay a quarterly dividend at 9.25% per annum and may be redeemed by CRLP on or
after June 19, 2006. The Series C preferred units have no stated maturity,
sinking fund or mandatory redemption and are not convertible into any other
securities of CRLP. The Series C preferred units have a liquidation preference
of $25.00 per unit. The net proceeds of the offering were approximately $48.1
million and were used to repay outstanding balances under CRLP's unsecured line
of credit.
12. Share Option and Restricted Share Plans
The Trust has in place an Employee Share Option and Restricted Share
Plan (the "Employee Plan") designed to attract, retain, and motivate executive
officers of the Trust and other key employees. The Employee Plan, as amended in
April 1998, authorizes the issuance of up to 3,200,000 common shares (as
increased from time to time to equal 10% of the number of common shares and CRLP
partnership units outstanding) pursuant to options or restricted shares granted
or issued under this plan, provided that no more than 750,000 restricted shares
may be issued. In connection with the grant of options under the Employee Plan,
the Executive Compensation Committee of the Board of Trustees of the Trust
determines the option exercise period and any vesting requirements. The Trust
issued 40,284, 62,595, and 16,559 restricted shares under the Employee Plan
during 2003, 2002, and 2001, respectively. The value of outstanding restricted
shares is being charged to compensation expense based upon the earlier of
satisfying the vesting period (2-8 years) or satisfying certain performance
targets.
Also, the Trust had a Trustee Share Option Plan (the "Trustee Plan").
The Trustee Plan, as amended in April 1997, authorized the issuance of up to
500,000 options to purchase common shares of beneficial interest. The Trustee
Plan expired on September 28, 2003, and is succeeded by the Employee Plan. In
April 1997, the Trust also adopted a Non-Employee Trustee Share Plan (the "Share
Plan"). The Share Plan permits non-employee trustees of the Trust to elect to
receive common shares in lieu of all or a portion of their annual trustee fees,
board fees and committee fees. The Share Plan authorizes the issuance of 50,000
common shares under the Plan. The Trust issued 5,862 common shares pursuant to
the Share Plan during 2003. In October 1997, the Trust adopted an Employee Share
Purchase Plan (the "Purchase Plan"). The Purchase Plan permits eligible
employees of the Trust, through payroll deductions, to purchase common shares at
a 5% discount to the market price. The Purchase Plan has no limit on the number
of common shares that may be issued under the plan. The Trust issued 1,713
common shares pursuant to the Purchase Plan during 2003. In January 2004, the
Purchase Plan was amended to eliminate the 5% discount available under the plan.
Prior to January 1, 2003, the Trust applied Accounting Principles Board
Opinion 25 (APB 25) and related Interpretations in accounting for its plans. In
accordance with APB 25, no compensation expense has been recognized for its
stock option plans during the periods prior to January 1, 2003. Had compensation
expense for the Trust's stock option plans been determined based on the fair
value at the grant dates for awards under those plans consistent with the
methods prescribed in SFAS No. 123, Accounting for Stock-Based Compensation,
CRLP's net income and earnings per unit would have been reduced to the pro forma
amounts indicated below:
For the Year Ending December 31,
(in thousands, except per share data)
2003 2002 2001
------------------- ------------------- --------------------
Net income available to common unitholders:
As reported $46,174 $86,468 $64,119
Pro forma $45,748 $86,008 $63,850
---------------------------------------------------- ------------------- ------------------- --------------------
Net income per unit - basic:
As reported $1.30 $2.61 $2.00
Pro forma $1.29 $2.59 $2.00
Net income per unit - diluted:
As reported $1.29 $2.59 $2.00
Pro forma $1.28 $2.57 $1.99
---------------------------------------------------- ------------------- ------------------- --------------------
The Trust uses the Black-Scholes pricing model to calculate the fair
values of the options awarded, which are included in the pro forma results
above. The following assumptions were used to derive the fair values: a 10-year
option term; an annualized volatility rate of 19.59% and 13.84% for 2002 and
2001, respectively; a risk-free rate of return of 4.33% and 5.38% for 2002 and
2001, respectively; and a dividend yield of 7.63% and 8.67% for 2002 and 2001,
respectively.
For all employee stock options granted on or after January 1, 2003, in
accordance with SFAS No. 148, Accounting for Stock-Based Compensation -
Transition and Disclosure - an amendment of SFAS No. 123, the Trust has elected
to adopt the accounting provisions of SFAS No. 123 under the prospective method.
The prospective method allows the Trust to apply the recognition provisions of
SFAS No. 123 to all employee awards granted, modified, or settled after the
beginning of the fiscal year in which the recognition provisions are first
applied. During 2003, the Trust recognized compensation expense of $0.2 million
related to the stock options granted during 2003.
Option activity under the Employee Plan, the Share Plan, and the
Trustee Plan, combined is presented in the table below:
Options Outstanding
---------------------------------------------
Shares Available Weighted-average
for future Price per
Option Grant Shares Share
-------------------- ------------------- -----------------------
Balance, December 31, 2000 2,856,141 798,096 $ 26.26
Options granted (482,118) 482,118 $ 26.88
Options terminated 16,065 (16,065) $ 26.55
Options exercised (45,185) $ 24.65
-------------------- ------------------- -----------------------
Balance, December 31, 2001 2,390,088 1,218,964 $ 26.60
Options granted (585,620) 585,620 $ 32.62
Options terminated 32,076 (32,076) $ 29.12
Options exercised (231,238) $ 26.28
-------------------- ------------------- -----------------------
Balance, December 31, 2002 1,836,544 1,541,270 $ 28.88
Options granted (514,592) 514,592 $ 33.46
Options terminated 80,043 (80,043) $ 29.65
Options exercised (83,861) $ 27.84
-------------------- ------------------- -----------------------
Balance, December 31, 2003 1,401,995 1,891,958 $ 27.86
==================== =================== =======================
All options granted to date have a term of ten years and may be exercised in
equal installments, based on a 3-5 year vesting schedule, of the total number of
options issued to any individual on each of the applicable 3-5 year anniversary
dates of the grant of the option. The balance of options that are exercisable
total 622,229, 396,052, and 492,980 at December 31, 2003, 2002, and 2001,
respectively.
13. Employee Benefits
Employees of CRLP hired prior to January 1, 2002 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.
CRLP uses a December 31 measurement date for its plan.
The table below presents a summary of pension plan status as of
December 31, 2003 and 2002, as it relates to the employees of CRLP.
Obligations and Funded Status at December 31
2003 2002
-------------------- -------------------
Change in benefit obligation
Benefit obligation at beginning of year $ 7,605,199 $ 6,061,659
Service cost 809,598 607,529
Interest cost 492,128 446,943
Plan amendments - 54,541
Benefits paid (67,991) (68,068)
Actuarial (gain) loss 441,666 502,595
-------------------- -------------------
Benefit obligation at end of year $ 9,280,600 $ 7,605,199
==================== ===================
Change in plan assets
Fair value of plan assets at beginning of year $ 3,970,489 $ 4,062,614
Actual return on plan assets 199,304 (439,046)
Employer contributions 951,957 414,989
Benefits paid (67,991) (68,068)
-------------------- -------------------
Fair value of plan assets at end of year $ 5,053,759 $ 3,970,489
==================== ===================
Fair value of plan assets $ 5,053,759 $ 3,970,489
Benefit obligation 9,280,600 7,605,199
-------------------- -------------------
Funded status (4,226,841) (3,634,710)
Unrecognized net (gain) loss 1,726,711 1,183,357
Unrecognized prior service cost 58,172 66,169
-------------------- -------------------
Net amount recognized $ (2,441,958) $ (2,385,184)
==================== ===================
Amounts recognized in the consolidated balance sheets consist of:
2003 2002
-------------------- -------------------
Prepaid benefit cost $ - $ -
Accrued benefit cost (2,441,958) (2,385,184)
Accumulated other comprehensive income - -
-------------------- -------------------
Net amount recognized $ (2,441,958) $ (2,385,184)
==================== ===================
Components of Net Periodic Benefit Cost
2003 2002
-------------------- -------------------
Service cost $ 809,598 $ 607,529
Interest cost 492,128 446,943
Expected return on plan assets (337,132) (333,082)
Amortization of prior service cost 7,997 7,997
Amortization of net (gain) loss 36,140 (5,821)
-------------------- -------------------
Net periodic benefit cost $ 1,008,731 $ 723,566
==================== ===================
Additional Information
Accumulated benefit obligation $ 6,924,791 $ 5,588,848
- -------------------------------------------------------------------------------
Assumptions:
Weighted-average assumptions used to determine
benefit obligations at December 31
Discount rate 6.25% 6.50%
Rate of compensation increase 4.00% 4.00%
Weighted-average assumptions used to determine
net cost for years ended December 31
Discount rate 6.50% 7.25%
Expected long-term rate of return on plan assets 8.00% 8.00%
Rate of compensation increase 4.00% 4.00%
CRLP's pension plan weighted-average asset allocations at December 31,
2003 and 2002, by asset category are as follows:
- -------------------------------------------------------------------------------
Plan Assets
Percentage of Plan Assets at
December 31
-------------------------------------------
Asset Category 2003 2002
-------------------- -------------------
Equity Securities 61% 59%
Debt Securities 39% 28%
Real estate 0% 0%
Other 0% 13%
-------------------- -------------------
Total 100% 100%
==================== ===================
CRLP's investment policy targets to achieve a long-term return on plan
assets of at least 8.0%. In order to achieve these targets, CRLP primarily
utilizes a diversified grouping of growth and value funds with moderate risk
exposure. CRLP reviews the pension plan's investment policy on a periodic basis
and may adjust the investment strategy, as needed, in order to achieve the
long-term objectives of the plan.
The following table presents the cash flow activity of the pension plan
during the years ending December 31, 2003 and 2002:
- ------------------------------------------------------------------------------
Cash Flows
Contributions Employer Employee
-------------------- -------------------
2002 $ 414,989 $ -
2003 $ 951,957 $ -
Benefit payments
2002 $ 68,068
2003 $ 67,991
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's discretion. Contributions by CRLP were
approximately $469,800, $415,000, and $321,000 for the years ended December 31,
2003, 2002 and 2001, respectively.
14. 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, 2003, are as follows:
(in thousands)
-----------------
2004 $ 181,566
2005 159,262
2006 135,313
2007 108,637
2008 85,970
Thereafter 277,906
-----------------
$ 948,654
=================
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, 2003 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 2003, 2002, and 2001 includes percentage rent of $3.8
million, $3.5 million, and $3.6 million, respectively. This rental income was
earned when certain retail tenants attained sales volumes specified in their
respective lease agreements.
15. Guarantees and Other Arrangements
During January 2000, CRLP initiated and completed an Executive Unit
Purchase Program (Unit Purchase Program), in which the Board of Trustees of the
Trust and certain members of the Trust's management were able to purchase
425,925 units. The value of the units purchased under the Unit Purchase Program
was approximately $10.0 million. Under the Unit Purchase Program, the Board of
Trustees of the Trust and the members of management obtained full-recourse
personal loans from an unrelated financial institution, in order to purchase the
units. As of December 31, 2003, the outstanding balance on these loans was $9.4
million as some participants have exited the program and repaid their principal
balance. The units, which have a market value of approximately $16.0 million at
December 31, 2003, are pledged as collateral against the loans. CRLP has
provided a guarantee to the unrelated financial institution for the personal
loans, which mature in January 2005. At December 31, 2003, no liability was
recorded on CRLP's books for the guarantee.
In August 2001, CRLP entered into an agreement to provide services to
an unrelated third party in connection with the third party's development of a
$30.0 million multifamily property in North Carolina. CRLP was engaged to serve
as development consultant and leasing and management agent for this property. In
addition, for a fee, CRLP is serving as a guarantor for a $3.3 million working
capital loan obtained by the three principals of the third party entity, which
loan is primarily collateralized jointly and severally by the personal assets of
the borrowers, and matures in August 2004. At December 31, 2003, no liability
was recorded on CRLP's books for the guarantee. CRLP has a right of first
refusal to purchase the property should the third party elect to sell. Over the
term of the agreement, CRLP expects to earn market fees for its services.
During August 2002, in connection with the purchase of Heathrow
International Business Center, CRLP entered into an agreement to acquire one new
office building that contains 192,000 square feet. The closing for this
acquisition is anticipated to occur upon the earlier of August 2005 or at such
time that the seller achieves certain leasing targets for the property. The
purchase price will be determined based upon the percentage of gross leasable
area actually leased and the net operating income generated by the leases at the
time of acquisition.
During December 2002, CRLP entered into an agreement with an unrelated
third party in connection with the third party's development of a $23.5 million
multifamily property in Tampa, Florida. CRLP has agreed to loan approximately
$4.0 million, which represents 17.0% of the development costs to the third party
during the development of the property. Under the agreement, the balance of the
loan matures in December 2007. At December 31, 2003, CRLP had funded
approximately $1.6 million to the unrelated third party. CRLP has a right of
first refusal to purchase the property should the third party elect to sell.
During December 2002, CRLP sold 90% of its interest in Colonial
Promenade Hoover for a total sales price of $20.5 million, and formed Highway
150 LLC, in which CRLP maintains 10% ownership and manages the property. In
connection with the formation of Highway 150 LLC, CRLP executed a guaranty,
pursuant to which CRLP would serve as a guarantor of $1.0 million of the debt
related to the joint venture, which is collateralized by the Colonial Promenade
Hoover retail property. CRLP's maximum guarantee of $1.0 million may be
requested by the lender, only after all of the rights and remedies available
under the associated note and security agreements have been exercised and
exhausted. At December 31, 2003, the total amount of debt of the joint venture
was approximately $17.6 million and matures in December 2012. At December 31,
2003, no liability was recorded on CRLP's books for the guarantee.
During April 2003, CRLP entered into an agreement with an unrelated
third party in connection with the third party's development of a $19.4 million
multifamily property in Charlotte, North Carolina. CRLP agreed to loan
approximately $3.3 million, which represented 17.0% of the development costs to
the third party during the development of the property. CRLP had the first right
of refusal to purchase the property should the third party elect to sell. During
December 2003, the third party elected to sell the property prior to completion
of the development. At that time, CRLP purchased the property (Colonial Grand at
Mallard Creek) for approximately $4.0 million and is recorded within
construction in progress on CRLP's balance sheet. CRLP will continue to develop
the property, which is a 252 unit apartment community with total expected costs
of $19.4 million. The development is expected to be completed in the first
quarter of 2005.
In connection with the contribution of certain assets to CRLP, certain
partners have guaranteed indebtedness of CRLP totaling $27.3 million at December
31, 2003. The guarantees are held in order for the contributing partners to
maintain their tax deferred status on the contributed assets. These individuals
have not been indemnified by CRLP. Additionally, certain unitholders and
trustees of the Trust have guaranteed indebtedness of CRLP totaling $0.5 million
at December 31, 2003. CRLP has indemnified these individuals from their
guarantees of this indebtedness.
16. Related Party Transactions
CRLP has used affiliated construction companies to manage and oversee
certain of its development, re-development and expansion projects. The
affiliated construction companies utilized by CRLP are headquartered in Alabama
and have completed numerous projects within the Sunbelt region of the United
States. Through the use of market survey data, CRLP negotiates the contract
price of each development, redevelopment or expansion project with the
affiliated construction companies and presents each project to the Trust's
Management Committee for review and approval. Upon approval by the Management
Committee, the Management Committee presents each project to the independent
members of the Executive Committee of the Board of Trustees of the Trust for
final approval. In each of the following transactions, the independent members
of the Executive Committee of the Board of Trustees of the Trust approved such
transactions unanimously.
CRLP paid $0.1 million, $1.6 million, and $33.6 million for property
development costs to Lowder Construction Company, Inc., a construction company
owned by The Colonial Company ("TCC") in which Mr. Thomas H. Lowder (the Trust's
Chairman of the Board and Chief Executive Officer) and Mr. James K. Lowder (a
trustee of the Trust) each own a 50% interest, during the years ended December
31, 2003, 2002 and 2001, respectively. Of these amounts, $0.1 million, $1.5
million, and $30.7 million was then paid to unaffiliated subcontractors for the
construction of these development and expansion projects during 2003, 2002 and
2001, respectively. CRLP had no outstanding construction invoices and retainage
payable to Lowder Construction Company, Inc. at December 31, 2003 and 2002.
CRLP also paid $30.2 million, $35.3 million, and $67.0 million for
property construction costs to Brasfield & Gorrie LLC, a construction company
partially-owned by Mr. M. Miller Gorrie (a trustee of the Trust) during the
years ended December 31, 2003, 2002 and 2001, respectively. Of these amounts,
$26.9 million, $32.1 million, and $60.3 million was then paid to unaffiliated
subcontractors for the construction of these development projects during 2003,
2002 and 2001, respectively. CRLP had no outstanding construction invoices or
retainage payable to this construction company at December 31, 2003 and 2002.
In March 2002, CPSI acquired a 20% interest in three aircraft from NRH
Enterprises, L.L.C., ("NRH") an entity in which Mr. Harold Ripps (a trustee of
the Trust) indirectly has an approximate 33% interest, for approximately $1.4
million. Additionally, CPSI entered into a joint ownership agreement with the
other owners of the aircraft, including NRH, under which CPSI pays NRH, as agent
for all of the owners of the aircraft, a monthly fee of $10,000, plus $1,400 per
hour of CRLP's flight time, to cover the operating expenses of the aircraft.
Further, CPSI entered into an aircraft services agreement with MEDJET
Assistance, L.L.C., (MEDJET) an entity in which Mr. Ripps indirectly has an
approximate 40% interest. Under this agreement, CPSI is obligated to pay a
monthly fee of $5,000 to MEDJET for managing the use, maintenance, storage, and
supervision of the aircraft. NRH pays this $5,000 monthly fee to MEDJET, on
behalf of CPSI, from the $10,000 monthly fee referred to above. CPSI paid
approximately $319,000 and $254,000 during 2003 and 2002, respectively, to NRH
for usage and service of the aircraft under the above agreements.
In July 2002, CRLP acquired three single family homes located in
Montgomery, Alabama, from Lowder New Homes, Inc., an entity owned by TCC, for a
total purchase price of approximately $0.5 million, which will be operated as
rental property. The homes were purchased as part of a corporate rental program
for an automobile manufacturer that is building a manufacturing plant near
Montgomery, Alabama. Under the corporate rental program, executives of the
automobile manufacturer will rent the homes from CRLP for an initial term of
three years, with the option to extend the lease, and have agreed to lease
additional multifamily units at Colonial Grand at Promenade located in
Montgomery, Alabama. The homes were funded through CRLP's unsecured line of
credit.
We leased space to certain entities in which Mr. Thomas H. Lowder, Mr.
James K. Lowder, and Mr. M. Miller Gorrie have an interest and received market
rent from these entities of approximately $1.1 million, $1.0 million, and $1.1
million during the years ended December 31, 2003, 2002, and 2001, respectively.
Additionally, we provided management and leasing services to certain related
entities and received fees from these entities of approximately $0.2 million,
$0.3 million and $0.3 million during the years ended December 31, 2003, 2002,
and 2001, respectively.
Colonial Insurance Agency, a corporation owned by TCC, has provided
insurance brokerage services for CRLP. The aggregate amount paid by CRLP to
Colonial Insurance Agency for these services during the years ended December 31,
2003, 2002, and 2001 were $4.4 million, $5.0 million, and $4.4 million,
respectively. Of these amounts, $4.2 million, $4.7 million, and $4.2 million was
then paid to unaffiliated insurance carriers for insurance premiums during 2003,
2002 and 2001, respectively.
17. Subsequent Events
Distribution
On January 17, 2004, the Board of Trustees of the Trust declared a cash
distribution to partners of CRLP in the amount of $0.67 per partnership unit,
totaling $24.7 million. The distribution was made to partners of record as of
February 5, 2004, and was paid on February 12, 2004.
Acquisitions
On February 12, 2004, CRLP acquired the Colonial Center at Research
Place II building, a 215,485 square foot office building, located in Huntsville,
Alabama. The Colonial Center at Research Place II building was completed in 1984
and is located adjacent to our existing development Colonial Center at Research
Park. The total purchase price was $13.1 million and was funded through
borrowings on our unsecured line of credit.
Financing Activity
On February 18, 2004, CRLP amended the terms of the $100.0 million
8.875% Series B preferred units, which were originally issued in a private
placement. Under the amended terms, the Series B preferred units bear a
distribution rate of 7.25% and are redeemable at the option of CRLP, in whole or
in part, after February 24, 2009, at the cost of the original capital
contribution plus the cumulative priority return, whether or not declared. The
Series B preferred units are exchangeable for 7.25% Series B preferred shares of
the Trust, in whole or in part at anytime on or after January 1, 2014, at the
option of the holders.
Dispositions
On March 1, 2004, CRLP sold Colonial Promenade University Park I, a
215,590 square-foot retail asset located in Orlando, Florida. The total sales
price was $21.3 million, which was used to support CRLP's investment activities.
At December 31, 2003, this asset was classified as a held for sale asset (See
Note 3 for further discussion).
18. Quarterly Financial Information (Unaudited)
The following is a summary of the unaudited quarterly financial
information for the years ended December 31, 2003 and 2002:
(in thousands, except per unit data)
First Second Third Fourth
2003 Quarter Quarter Quarter Quarter
- ------------------------------------------------------------------------------------------------------------
Revenues $ 81,526 $ 84,167 $ 81,924 $ 86,625
Income from continuing operations 13,650 16,039 14,762 18,960
Income from discontinued operations 10,080 44 719 528
Net income 23,730 16,083 15,481 19,488
Preferred dividends (6,109) (6,191) (5,942) (5,915)
Preferred unit issuance costs - (4,451) - -
Net income available to common unitholders 17,621 5,441 9,539 13,573
Net income per unit:
Basic $ 0.52 $ 0.16 $ 0.26 $ 0.37
Diluted $ 0.52 $ 0.16 $ 0.26 $ 0.37
Weighted average common units outstanding:
Basic 33,812 34,732 36,422 36,657
Diluted 33,981 34,982 36,695 37,056
2002
Revenues $ 77,074 $ 78,493 $ 80,519 $ 87,021
Income from continuing operations 25,102 38,259 17,208 21,481
Income from discontinued operations 637 643 6,774 802
Net income 25,739 38,902 23,982 22,283
Preferred dividends (6,109) (6,109) (6,110) (6,110)
Net income available to common unitholders 19,630 32,793 17,873 16,172
Net income per unit:
Basic $ 0.60 $ 0.99 $ 0.53 $ 0.48
Diluted $ 0.60 $ 0.98 $ 0.53 $ 0.48
Weighted average common units outstanding:
Basic 32,526 33,169 33,426 33,544
Diluted 32,744 33,488 33,709 33,771
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,
2003 and 2002, and the results of its operations and its cash flows for each of
the three years in the period ended December 31, 2003 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.
As discussed in Note 12 to the consolidated financial statements, the Company
adopted Statement of Financial Accounting Standards No. 148, Accounting for
Stock-Based Compensation - Transition and Disclosure, on January 1, 2003.
/s/ PricewaterhouseCoopers LLP
Birmingham, Alabama
March 1, 2004
Item 9. Changes in and Disagreements with Accountants on Accounting
and Financial Disclosure.
None.
Item 9A. Controls and Procedures.
As of the end of the period covered by this report, our management,
including the Chief Executive Officer and the Chief Administrative Officer of
the Trust, in his capacity as acting Chief Financial Officer, carried out an
evaluation of the design and operation of our disclosure controls and procedures
as defined in Rule 13a-15 of the rules promulgated under the Securities and
Exchange Act of 1934, as amended. Based on this evaluation, the Chief Executive
Officer and Chief Administrative Officer of the Trust, in his capacity as acting
Chief Financial Officer, concluded that the design and operation of these
disclosure controls and procedures are effective. There have been no changes in
our internal controls over financial reporting identified in connection with
such evaluation that have materially affected, or are reasonably likely to
materially affect, our internal controls over financial reporting.
PART III
Item 10. Directors and Executive Officers of the Registrant.
We are managed by the Trust, the general partner of CRLP. The
information required by this item with respect to trustees of the Trust is
hereby incorporated by reference from the material appearing in the Trust's
definitive proxy statement for the annual meeting of shareholders held in 2004
(the "Proxy Statement") under the caption "Election of Trustees". Information
required by this item with respect to the availability of the Trust's code of
ethics is provided in Item 1 of this report. See "Available Information".
Item 11. Executive Compensation.
The information required by this item is hereby incorporated by
reference from the material appearing in the Trust's Proxy Statement under the
caption "Executive Compensation" and "Compensation of Trustees".
Item 12. Security Ownership of Certain Beneficial Owners and Management
The following table sets forth information regarding the beneficial
ownership of units as of February 17, 2004 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 Trust and each named executive officer and
(3) the trustees and executive officers of the Trust 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 CRLP. 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................... 26,740,590 72.1%
Thomas H. Lowder .. ........................ 2,938,373 (2) 7.9%
James K. Lowder ............................ 1,925,397 (3) 5.2%
2000 Interstate Parkway Suite 400
Montgomery, Alabama 36104
Carl F. Bailey ............................. 17,595 *
M. Miller Gorrie ........................... 266,523 (4) *
William M. Johnson ......................... 577,386 (5) 1.6%
Herbert A. Meisler ......................... 619,034 (6) 1.7%
Claude B. Nielsen .......................... 17,595 *
Harold W. Ripps ............................ 1,925,975 5.2%
Donald T. Senterfitt ....................... 2,159 *
John W. Spiegel ............................ - *
C. Reynolds Thompson, III .................. 17,595 *
Howard B. Nelson, Jr. ...................... 17,595 *
Charles A. McGehee ......................... 17,595 *
Paul F. Earle .............................. 17,595 *
All executive officers and trustees as a group
(20 persons) ........................... 8,473,202 (7) 22.8%
- ----------------------
* Less than 1%
(1) The number of units outstanding as of February 17, 2004 was 37,101,624.
(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 H. Lowder and again as beneficially
owned by James K. 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 and 195 units held
in trust for the benefit of James K. Lowder's children.
(4) Includes 157,140 units owned by MJE, LLC., and 109,383 units owned by
Mr. Gorrie.
(5) Includes 502,881 units owned by Mr. Johnson and 74,505 units owned by
William M. Johnson Investments I, LLP, an entity controlled by
Mr. Johnson.
(6) 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.
(7) Units held by CCI and EPJV have been counted only once for this purpose.
The following table summarizes information, as of December 31, 2003,
relating to the Trust's equity compensation plans pursuant to which options to
purchase the Trust's common shares and restricted common shares may be granted
from time to time.
Number of securities remaining
Number of securities to be Weighted-average available for future issuance
issued upon exercise of exercise price of under equity compensation plans
outstanding options, outstanding options, (excluding securities reflected in
Plan Category warrants and rights (a) warrants and rights (b) column (a))
- ------------------------------------------------------------------------------------------------------------------------
Equity compensation plans
approved by security holders (1) 1,969,927 (2) $27.86 (3) 1,705,640
Equity compensation plans not
approved by security holders - - -
- ------------------------------------------------------------------------------------------------------------------------
Total 1,969,927 $27.86 1,705,640
- ------------------------------------------------------------------------------------------------------------------------
(1) These plans include the Trust's Employee Share Option and Restricted Share
Plan, as amended in 1998, the Trust's Non-Employee Trustee Share Plan, as
amended in 1997, and the Trust's Trustee Share Option Plan, as amended in
1997.
(2) Includes 79,059 restricted shares and performance-based restricted shares
to be exercised as of December 31, 2003.
(3) Weighted-average exercise price of outstanding options; excludes value of
outstanding restricted shares.
Item 13. Certain Relationships and Related Transactions.
The information required by this item is hereby incorporated by
reference from the material appearing in the Trust's Proxy Statement under the
caption "Certain Relationships and Related Transactions."
Item 14. Principal Accountant Fees and Services.
The information required by this item is hereby incorporated by
reference from the material appearing in the Trust's Proxy Statement under the
caption "Summary of Audit Fees".
Part IV
Item 15. Exhibits, Financial Schedules, and Reports on Form 8-K.
15(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, 2003 and 2002
Consolidated Statements of Income and Comprehensive Income for the
years ended December 31, 2003, 2002, and 2001
Consolidated Statements of Partner's Equity for the years ended
December 31, 2003, 2002 and 2001
Consolidated Statements of Cash Flows for the years ended
December 31, 2003, 2002, and 2001
Notes to Consolidated Financial Statements
Report of Independent Accountants
Financial Statement Schedule:
Schedule III Real Estate and Accumulated Depreciation
Report of Independent Accountants
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.
15(a)(3) Exhibits
Exhibit No. Exhibit Reference
-------------- -------------------------------------------- --------------------------------------------------
3.1 Third Amended and Restated Agreement of Incorporated by reference to Exhibit 10.1 in
Limited Partnership of CRLP, as amended the Trust's Annual Report on Form 10-K for
the period ending December 31, 1999
3.2 Fifth Amendment to Third Amended and Incorporated by reference to Exhibit 10.2 in
Restated Agreement of Limited Partnership of the Trust's Annual Report on Form 10-K for
CRLP the period ending December 31, 2003
3.3 Sixth Amendment to Third Amended and Incorporated by reference to Exhibit 10.3 in
Restated Agreement of Limited Partnership of the Trust's Annual Report on Form 10-K for
CRLP the period ending December 31, 2003
3.4 Seventh Amendment to Third Amended and Incorporated by reference to Exhibit 10.4 in
Restated Agreement of Limited Partnership of the Trust's Annual Report on Form 10-K for
CRLP the period ending December 31, 2003
3.5 Declaration of Trust of the Trust Incorporated by reference to Exhibit 3 in the
Trust's Form 8-K dated November 5, 1997
3.6 Articles Supplementary of 83/4% Series A Incorporated by reference to Exhibit 3 in the
Cumulative Redeemable Preferred Shares of Trust's Form 8-K dated November 5, 1997
Beneficial Interest of the Trust
3.7 Articles Supplementary of Series 1998 Junior Incorporated by reference to Exhibit 4.2 in
Participating Preferred Shares of Beneficial the Trust's Annual Report on Form 10-K for
Interest of the Trust the period ending December 31, 1998
3.8 Articles Supplementary of 8.875% Series B Incorporated by reference to Exhibit 4.3 in
Cumulative Redeemable Perpetual Preferred the Trust's Annual Report on Form 10-K for
Shares of the Trust the period ending December 31, 1998
3.9 Articles Supplementary of 7.25% Series B Incorporated by reference to Exhibit 3.5 in
Cumulative Redeemable Perpetual Preferred the Trust's Annual Report on Form 10-K for
Shares of the Trust the period ending December 31, 2003
3.10 Articles Supplementary of 9.25% Series C Incorporated by reference to Exhibit 3 in the
Cumulative Redeemable Preferred Shares of Trust's Form 8-K dated June 19, 2001
Beneficial Interest of the Trust
3.11 Articles Supplementary of 8 1/8% Series D Incorporated by reference to Exhibit 3.1 in
Cumulative Redeemable Preferred Shares of the Trust's Current Report on Form 8-K filed
Beneficial Interest of the Trust with the SEC on April 29, 2003
3.12 Bylaws of the Trust Incorporated by reference to Exhibit 4.2 in
the Trust's Registration Statement on Form
S-3, No. 333-55078, filed February 6, 2001
4.1 Indenture dated as of July 22, 1996, by and Incorporated by reference to Exhibit 4.1 to
between CRLP and Deutsche Bank Trust Company the Form 10-K/A dated October 10, 2003, filed
Americas (formerly Bankers Trust Company) by CRLP
4.2 First Supplemental Indenture dated as of Incorporated by reference to Exhibit 10.13.1
December 31, 1998, by and between CRLP and in the Trust's Annual Report on Form 10-K for
Deutsche Bank Trust Company Americas the period ending December 31, 1998
(formerly Bankers Trust Company)
10.1 Registration Rights and Lock-Up Agreement Incorporated by reference to Exhibit 10.2 in
dated September 29, 1993, among the Trust the Trust's Registration Statement on Form
and the persons named therein S-11/A, No. 33-65954, filed September 21, 1993
10.2 Registration Rights and Lock-Up Agreement Incorporated by reference to Exhibit 10.2.2
dated March 25, 1997, among the Trust and in the Trust's Annual Report on Form 10-K for
the persons named therein the period ending December 31, 1997
10.3 Registration Rights and Lock-Up Agreement Incorporated by reference to Exhibit 10.2.3
dated November 4, 1994, among the Trust and in the Trust's Annual Report on Form 10-K for
the persons named therein the period ending December 31, 1997
10.4 Supplemental Registration Rights and Lock-Up Incorporated by reference to Exhibit 10.2.4
Agreement dated August 20, 1997, among the in the Trust's Annual Report on Form 10-K for
Trust and the persons named therein the period ending December 31, 1997
10.5 Supplemental Registration Rights and Lock-Up Incorporated by reference to Exhibit 10.2.5
Agreement dated November 1, 1997, among the in the Trust's Annual Report on Form 10-K for
Trust, CRLP and B&G Properties Company LLP the period ending December 31, 1997
10.6 Supplemental Registration Rights and Lock-Up Incorporated by reference to Exhibit 10.2.6
Agreement dated July 1, 1997, among the in the Trust's Annual Report on Form 10-K for
Trust, CRLP and Colonial Commercial the period ending December 31, 1997
Investments, Inc.
10.7 Supplemental Registration Rights and Lock-Up Incorporated by reference to Exhibit 10.2.7
Agreement dated July 1, 1996, among the in the Trust's Annual Report on Form 10-K for
Trust and the persons named therein the period ending December 31, 1997
10.8 Registration Rights Agreement dated February Incorporated by reference to Exhibit 10.2.8
23, 1999, among the Trust, Belcrest Realty in the Trust's Annual Report on Form 10-K for
Corporation, and Belair Real Estate the period ending December 31, 1998
Corporation
10.9 Registration Rights and Lock-Up Agreement Incorporated by reference to Exhibit 10.2.9
dated July 1, 1998, among the Trust and the in the Trust's Annual Report on Form 10-K for
persons named therein the period ending December 31, 1998
10.10 Registration Rights and Lock-Up Agreement Incorporated by reference to Exhibit 10.2.10
dated July 31, 1997, among the Trust and the in the Trust's Annual Report on Form 10-K for
persons named therein the period ending December 31, 1998
10.11 Supplemental Registration Rights and Lock-Up Incorporated by reference to Exhibit 10.2.11
Agreement dated November 18, 1998, among the in the Trust's Annual Report on Form 10-K for
Trust, CRLP and Colonial Commercial the period ending December 31, 1998
Investments, Inc.
10.12 Registration Rights and Lock-Up Agreement Incorporated by reference to Exhibit 10.2.12
dated December 29, 1994, among the Trust and in the Trust's Annual Report on Form 10-K for
the persons named therein the period ending December 31, 1998
10.13 Registration Rights and Lock-Up Agreement Incorporated by reference to Exhibit 10.2.13
dated April 30, 1999, among the Trust, CRLP in the Trust's Annual Report on Form 10-K for
and MJE, L.L.C. the period ending December 31, 1999
10.14 Second Amended and Restated Employee Share Incorporated by reference to Exhibit 10.18 in
Option and Restricted Share Plan + the Trust's Annual Report on Form 10-K for
the period ending December 31, 2003
10.15 Employee Share Purchase Plan + Incorporated by reference to Exhibit 10.21 in
the Trust's Annual Report on Form 10-K for
the period ending December 31, 2003
10.16 Annual Incentive Plan + Incorporated by reference to Exhibit 10.16 in
the Trust's Registration Statement on Form
S-11/A, No. 33-65954, filed September 3, 1993
10.17 Executive Unit Purchase Program - Program Incorporated by reference to Exhibit 10.15 in
Summary + the Trust's Annual Report on Form 10-K for
the period ending December 31, 1999
10.18 Employment Agreement between the Trust, CRLP Incorporated by reference to Exhibit 10.6 in
and Thomas H. Lowder + the Trust's Registration Statement on Form
S-11/A, No. 33-65954, filed September 21, 1993
10.19 Retirement Agreement between the Trust and Incorporated by reference to Exhibit 10.26 in
Howard B. Nelson, Jr. the Trust's Annual Report on Form 10-K for
the period ending December 31, 2003
10.20 Officers and Trustees Indemnification Incorporated by reference to Exhibit 10.7 in
Agreement + the Trust's Registration Statement on Form
S-11/A, No. 33-65954, filed September 21, 1993
10.21 Partnership Agreement of CPSLP Incorporated by reference to Exhibit 10.8 in
the Trust's Registration Statement on Form
S-11/A, No. 33-65954, filed September 21, 1993
10.22 Articles of Incorporation of Colonial Real Incorporated by reference to Exhibit 10.9 in
Estate Services, Inc., predecessor of CPSI, the Trust's Annual Report on Form 10-K for
as amended the period ending December 31, 1994
10.23 Bylaws of predecessor of Colonial Real Incorporated by reference to Exhibit 10.10 in
Estate Services, Inc., predecessor of CPSI the Trust's Registration Statement on Form
S-11/A, No. 33-65954, filed September 3, 1993
10.24 Credit Agreement among CRLP and SouthTrust Incorporated by reference to Exhibit 10 in
Bank, National Association, AmSouth Bank, the Trust's Quarterly Report on Form 10-Q for
Wells Fargo Bank, National Association, the period ending June 30, 1997
Wachovia Bank, N.A., First National Bank of
Commerce, N.A., and PNC Bank, Ohio, National
Association dated July 10, 1997, and related
promissory notes
10.25 Amendment to Credit Agreement dated July 10, Incorporated by reference to Exhibit 10.11.1
1998 in the Trust's Annual Report on Form 10-K for
the period ending December 31, 1998
10.26 Second Amendment to Credit Agreement dated Incorporated by reference to Exhibit 10.11.2
August 21, 1998 in the Trust's Annual Report on Form 10-K for
the period ending December 31, 1998
10.27 Facility and Guaranty Agreement among the Incorporated by reference to Exhibit 10.34 in
Trust, CRLP, Bank One, N.A. and the Lenders the Trust's Annual Report on Form 10-K for
named therein dated as of December 17, 1999 the period ending December 31, 2003
10.28 Form of Promissory Note under Facility and Incorporated by reference to Exhibit 10.16 in
Guarantee Agreement dated as of December 17, the Trust's Annual Report on Form 10-K for
1999 among the Trust, CRLP, Bank One, N.A. the period ending December 31, 1999
and certain lenders
10.29 Form of Reimbursement Agreement dated Incorporated by reference to Exhibit 10.17 in
January 25, 2000 by Employee Unit Purchase the Trust's Annual Report on Form 10-K for
Plan participants in favor of CRLP the period ending December 31, 1999
12.1 Ratio of Earnings to Fixed Charges Filed herewith
21.1 List of subsidiaries Filed herewith
23.1 Consent of PricewaterhouseCoopers LLP Filed herewith
31.1 CEO Certification pursuant to Section 302 of Filed herewith
the Sarbanes-Oxley Act of 2002
31.2 CFO Certification pursuant to Section 302 of Filed herewith
the Sarbanes-Oxley Act of 2002
32.1 CEO Certification pursuant to Section 906 of Filed herewith
the Sarbanes-Oxley Act of 2002
32.2 CFO Certification pursuant to Section 906 of Filed herewith
the Sarbanes-Oxley Act of 2002
15(b) Reports on Form 8-K
Reports on Form 8-K filed during the last quarter of 2003: None
15(c) Exhibits
The list of Exhibits filed with this report is set forth in
response to Item 15(a)(3).
15(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
15, 2004.
COLONIAL REALTY LIMITED PARTNERSHIP
a Delaware limited partnership
By: Colonial Properties Trust, its general
partner
By : /s/ Thomas H. Lowder
--------------------
Thomas H. Lowder
Chairman of the Board, President,
and Chief Executive 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 15, 2004.
Signature
/s/ Thomas H. Lowder Chairman of the Board, President,
- ------------------------------------------- and Chief Executive Officer
Thomas H. Lowder
/s/ John P. Rigrish Chief Administrative Officer
- ------------------------------------------- (as acting Chief Financial Officer)
John P. Rigrish
/s/ Kenneth E. Howell Senior Vice President-
- ------------------------------------------- Chief Accounting Officer
Kenneth E. Howell
/s/ Carl F. Bailey 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
/s/ John W. Spiegel Trustee
- -------------------------------------------
John W. Spiegel
SCHEDULE III
COLONIAL REALTY LIMITED PARTNERSHIP
REAL ESTATE INVESTMENTS AND ACCUMULATED DEPRECIATION
December 31, 2003
Initial Cost to Cost
Company Capitalized
--------------------------------
Buildings and Subsequent to
Description Encumbrances Land Improvements Acquisition
- ------------------------------------- --------------- --------------- -------------- ---------------
Multifamily:
CG at Cypress Crossing -0- 8,781,859 -0- 12,818,848
CG at Edgewater 21,277,453 1,540,000 12,671,606 13,788,592
CG at Galleria 22,400,000 5,358,439 46,981,307 5,843,515
CG at Galleria Woods 9,247,494 1,220,000 12,480,949 880,477
CG at Heather Glen -0- 3,800,000 -0- 31,011,688
CG at Heathrow -0- 2,560,661 17,612,990 819,638
CG at Hunter's Creek 29,825,534 33,264,022 -0- 1,201,292
CG at Lakewood Ranch -0- 2,320,442 -0- 19,942,528
CG at Liberty Park -0- 2,296,019 -0- 25,076,952
CG at Madison 16,953,030 1,689,400 -0- 22,135,589
CG at Metrowest -0- 3,421,000 22,592,957 -0-
CG at Natchez Trace 10,619,445 1,312,000 16,568,050 736,990
CG at Promenade 22,196,253 1,479,352 -0- 27,174,692
CG at Research Park 12,775,000 3,680,000 29,322,067 3,297,432
CG at Reservoir 8,378,768 1,020,000 -0- 13,295,484
CG at Riverchase 19,972,192 2,340,000 25,248,548 3,378,154
CG at TownPark -0- 1,391,500 -0- 35,852,006
CG at Wesleyan -0- 720,000 12,760,587 7,012,546
CV at Ashford Place -0- 537,600 5,839,838 567,911
CV at Ashley Plantation 24,154,768 1,160,000 11,284,785 14,903,827
CV at Caledon Wood -0- 2,100,000 19,482,210 917,816
CV at Gainesville 25,978,354 3,360,000 24,173,649 5,444,399
CV at Haverhill -0- 1,771,000 17,869,452 2,704,698
CV at Huntleigh Woods -0- 745,600 4,908,990 1,038,591
CV at Inverness 9,900,000 2,349,487 16,279,416 9,953,004
CV at Lake Mary 22,481,653 2,145,480 -0- 20,133,501
CV at Quarry Oaks -0- 5,063,500 27,767,505 -0-
CV at Timothy Woods 9,329,998 1,020,000 11,910,546 400,679
CV at TownPark (Sarasota) -0- 1,566,765 -0- 20,056,672
CV at Trussville 16,449,352 1,504,000 18,800,253 1,728,860
CV at Vernon Marsh 3,400,000 960,984 3,511,596 3,872,079
CV at Walton Way -0- 1,024,000 7,877,766 3,693,092
Office:
250 Commerce Street -0- 25,000 200,200 2,588,884
901 Maitland Center -0- 2,335,035 14,398,193 703,619
AmSouth Center -0- 764,961 -0- 20,418,546
Colonial Center at Mansell Overlook 16,442,497 4,540,000 44,012,971 79,672,183
Colonial Center at Reserch Place -0- 2,763,900 12,790,254 -0-
Colonial Center at Town Park -0- 1,391,500 -0- 63,089,918
Colonial Center Colonnade -0- 6,299,310 41,707,551
Colonial Center Heathrow 42,852,141 13,548,715 97,256,123 474,356
Colonial Center Lakeside -0- 423,451 8,313,291 1,949,593
Colonial Center Research Park -0- 1,003,865 -0- 13,023,797
Colonial Plaza -0- 1,001,375 12,381,023 6,012,616
Concourse Center -0- 4,875,000 25,702,552 3,000,253
Emmett R. Johnson Building -0- 1,794,672 14,801,258 2,073,942
Independence Plaza -0- 1,505,000 6,018,476 3,676,086
International Park -0- 1,279,355 5,668,186 17,532,060
Interstate Park -0- 1,125,990 7,113,558 12,312,576
Perimeter Corporate Park -0- 1,422,169 18,377,648 4,253,977
Progress Center -0- 521,037 14,710,851 4,581,697
Riverchase Center -0- 1,916,727 22,091,651 4,462,459
Shoppes at Mansell -0- 600,000 3,089,565 93,034
Village at Roswell Summitt -0- 450,000 2,563,642 224,635
Retail:
Britt David Shopping Center -0- 1,755,000 4,951,852 521,888
Colonial Brookwood Village -0- 8,136,700 24,435,002 62,506,564
Colonial Mall Bel Air -0- 7,517,000 80,151,190 6,808,221
Colonial Mall Burlington -0- 4,120,000 25,632,587 5,617,889
Colonial Mall Decatur -0- 3,262,800 23,636,229 4,391,300
Colonial Mall Gadsden -0- 639,577 -0- 27,624,487
Colonial Mall Glynn Place -0- 3,588,178 22,514,121 3,233,115
Colonial Mall Greenville -0- 4,433,000 24,812,243 7,822,736
Colonial Mall Lakeshore -0- 4,646,300 30,973,239 3,590,459
Colonial Mall Staunton -0- 2,895,000 15,083,542 4,786,652
Colonial Mall Temple -0- 2,981,736 23,503,930 7,029,303
Colonial Mall Valdosta -0- 5,377,000 30,239,796 4,609,161
Colonial Mall Macon -0- 1,684,875 -0- 99,046,973
Colonial Mayberry Mall -0- 862,500 3,778,590 821,190
Colonial Promenade Beechwood -0- 2,565,550 19,647,875 6,783,486
Colonial Promenade Burnt Store -0- 3,750,000 8,198,677 306,501
Colonial Promenade Hunter's Creek -0- 4,181,760 13,023,401 450,415
Colonial Promenade Lakewood -0- 2,984,522 11,482,512 3,157,416
Colonial Promenade Montgomery 12,016,448 3,788,913 11,346,754 1,626,735
Colonial Promenade Montgomery North -0- 2,400,000 5,664,858 591,111
Colonial Promenade Northdale -0- 3,059,760 8,054,090 7,176,038
Colonial Promenade Trussville -0- 4,201,186 -0- 27,973,029
Colonial Promenade Tutwiler Farm -0- 10,287,026 -0- 17,834,646
Colonial Promenade University Park 11,785,215 6,946,785 20,104,517 (9,699,149)
Colonial Promenade Wekiva -0- 2,817,788 15,302,375 539,794
Colonial Promenade Winter Haven -0- 1,768,586 3,928,903 4,936,404
Colonial Shoppes Bear Lake -0- 2,134,440 6,551,683 856,590
Colonial Shoppes Bellwood -0- 330,000 -0- 5,260,750
Colonial Shoppes Inverness -0- 1,680,000 1,387,055 99,557
Colonial Shoppes McGehee -0- 197,152 -0- 6,009,319
Colonial Shoppes Quaker Village -0- 931,000 7,901,874 1,024,637
Colonial Shoppes Stanley -0- 450,000 1,657,870 172,580
Colonial Shoppes Yadkinville -0- 1,080,000 1,224,136 3,449,572
Olde Town Shopping Center -0- 343,325 -0- 2,842,835
P&S Building -0- 104,089 558,646 277,323
Rivermont Shopping Center -0- 515,250 2,332,486 364,777
Shoppes at Colonnade -0- 2,468,092 4,034,205 2,364,463
Active Redevelopment Projects:
Colonial Mall Myrtle Beach -0- 9,099,972 33,663,654 12,157,801
Colonial Shoppes Clay -0- 272,594 -0- 6,994,701
Colonial University Village -0- 103,480 -0- 28,933,135
Active Development Projects:
CG at Mallard Creek -0- 2,911,443 1,277,575 -0-
CG at Silverado -0- 1,878,740 -0- 904,973
CG at Twin Lakes -0- 4,966,922 -0- 6,024,980
Colonial Promenade Trussville II -0- 1,476,871 -0- 5,332,845
Colonial TownPark Mixed Use -0- 4,886,399 -0- 24,333,066
Other Miscellaneous Projects -0- -0- -0- 2,344,931
Unimproved Land:
Colonial Center Mansell
Infrastructure -0- 2,664,265 -0- 7,891,348
Colonial TownPark Infrastructure -0- 16,123,817 -0- (212,683)
Colonial Center Heathrow -0- 12,250,568 -0- 1,080,263
CV at TownPark Infrastructure -0- 1,184,919 -0- 3,956,831
CG at Wesleyan III -0- 230,643 -0- 8,691
Lakewood Ranch -0- 47,990 -0- 2,745,941
Corporate Assets -0- -0- -0- 8,670,101
Other Land -0- 1,143,896 -0- (781,444)
--------------- --------------- -------------- ---------------
$ 368,435,593 $ 323,217,581 $ 1,162,489,977 $ 1,024,727,579
=============== =============== ============== ===============
(Table continued on next page)
SCHEDULE III
COLONIAL REALTY LIMITED PARTNERSHIP
REAL ESTATE INVESTMENTS AND ACCUMULATED DEPRECIATION
December 31, 2003 - Cont'd
Gross Amount at Which Date
Carried at Close of Period Acquired/
-------------------------------------------------- Placed
Buildings and Accum. Date in Depreciable
Description Land Improvements Total Deprec. Compl. Service Lives-Yrs
- ------------------------------------ -------------- -------------- ---------------- ----------- --------- ------- ----------
Multifamily:
CG at Cypress Crossing 2,125,136 19,475,571 $ 21,600,707 4,212,914 1999 1998 3-40 Yrs
CG at Edgewater 2,602,325 25,397,872 $ 28,000,198 7,468,442 1990 1994 3-40 Yrs
CG at Galleria 5,358,439 52,824,822 $ 58,183,261 13,784,399 1986 1994/96 3-40 Yrs
CG at Galleria Woods 1,220,000 13,361,426 $ 14,581,426 3,702,939 1994 1996 3-40 Yrs
CG at Heather Glen 4,134,235 30,677,453 $ 34,811,688 5,178,342 2000 1998 3-40 Yrs
CG at Heathrow 2,560,661 18,432,628 $ 20,993,289 5,108,848 1997 1994/97 3-40 Yrs
CG at Hunter's Creek 5,308,112 29,157,202 $ 34,465,314 8,135,013 1996 1996 3-40 Yrs
CG at Lakewood Ranch 2,148,814 20,114,156 $ 22,262,970 4,066,693 1999 1997 3-40 Yrs
CG at Liberty Park 2,296,019 25,076,952 $ 27,372,971 3,872,590 2000 1998 3-40 Yrs
CG at Madison 2,284,794 21,540,195 $ 23,824,989 3,632,490 2000 1998 3-40 Yrs
CG at Metrowest 3,421,000 22,592,957 $ 26,013,957 -0- 1997 2003 3-40 Yrs
CG at Natchez Trace 1,299,073 17,317,967 $ 18,617,040 4,014,618 1995/97 1997 3-40 Yrs
CG at Promenade 1,748,879 26,905,165 $ 28,654,044 4,391,991 1992 1992 3-40 Yrs
CG at Research Park 3,680,000 32,619,499 $ 36,299,499 9,509,644 1987/94 1994 3-40 Yrs
CG at Reservoir 1,122,893 13,192,591 $ 14,315,484 2,110,661 2000 1998 3-40 Yrs
CG at Riverchase 2,340,000 28,626,702 $ 30,966,702 7,679,026 1984/91 1994 3-40 Yrs
CG at TownPark 2,647,374 34,596,132 $ 37,243,506 3,452,822 2002 2000 3-40 Yrs
CG at Wesleyan 1,404,780 19,088,353 $ 20,493,133 4,611,886 1997 1996/97 3-40 Yrs
CV at Ashford Place 537,600 6,407,749 $ 6,945,349 1,376,309 1983 1996 3-40 Yrs
CV at Ashley Plantation 2,215,490 25,133,122 $ 27,348,612 5,056,371 1997 1998 3-40 Yrs
CV at Caledon Wood 2,088,949 20,411,077 $ 22,500,026 4,583,605 1995/96 1997 3-40 Yrs
CV at Gainesville 3,361,850 29,616,198 $ 32,978,048 9,636,046 1989/93/94 1994 3-40 Yrs
CV at Haverhill 1,771,000 20,574,150 $ 22,345,150 3,850,750 1998 1998 3-40 Yrs
CV at Huntleigh Woods 745,600 5,947,581 $ 6,693,181 1,642,854 1978 1994 3-40 Yrs
CV at Inverness 2,936,991 25,644,916 $ 28,581,907 9,120,666 1986/87 1986/87 3-40 Yrs
/90/97 /90/97
CV at Lake Mary 3,634,094 18,644,886 $ 22,278,981 7,347,518 1991/95 1991/95 3-40 Yrs
CV at Quarry Oaks 5,063,500 27,767,505 $ 32,831,005 -0- 1996 2003 3-40 Yrs
CV at Timothy Woods 1,024,347 12,306,878 $ 13,331,225 2,870,665 1996 1997 3-40 Yrs
CV at TownPark (Sarasota) 1,674,007 19,949,430 $ 21,623,437 2,220,518 2002 2000 3-40 Yrs
CV at Trussville 1,510,409 20,522,704 $ 22,033,113 5,033,196 1996/97 1997 3-40 Yrs
CV at Vernon Marsh 960,984 7,383,675 $ 8,344,659 2,729,911 1986/87 1986/93 3-40 Yrs
CV at Walton Way 1,024,000 11,570,858 $ 12,594,858 1,949,987 1970/88 1998 3-40 Yrs
Office:
250 Commerce Street 25,000 2,789,084 $ 2,814,084 2,513,002 1904/81 1980 3-40 Yrs
901 Maitland Center 2,335,035 15,101,812 $ 17,436,847 888,206 1985 2002 3-40 Yrs
AmSouth Center 764,961 20,418,545 $ 21,183,507 9,505,046 1990 1990 3-40 Yrs
Colonial Center at Mansell
Overlook 9,673,627 118,551,527 $ 128,225,154 16,404,670 1987/96/00 1997 3-40 Yrs
Colonial Center at Reserch Place 2,763,900 12,790,254 $ 15,554,154 -0- 1979/84/88 2003 3-40 Yrs
Colonial Center at Town Park 4,923,396 59,558,022 $ 64,481,418 4,867,027 2001 2000 3-40 Yrs
Colonial Center Colonnade 6,299,310 41,707,551 $ 48,006,861 1,767,766 1989/99 2002 3-40 Yrs
Colonial Center Heathrow 13,548,715 97,730,479 $ 111,279,194 3,482,541 1988/96-00 2002 3-40 Yrs
Colonial Center Lakeside 425,255 10,261,080 $ 10,686,335 1,999,598 1989/90 1997 3-40 Yrs
Colonial Center Research Park 1,003,865 13,023,797 $ 14,027,662 2,436,681 1999 1998 3-40 Yrs
Colonial Plaza 1,005,642 18,389,372 $ 19,395,014 3,371,352 1982 1997 3-40 Yrs
Concourse Center 4,875,000 28,702,805 $ 33,577,805 3,996,571 1981/85 1998 3-40 Yrs
Emmett R. Johnson Building 1,794,672 16,875,201 $ 18,669,873 2,017,809 1982/95 1999 3-40 Yrs
Independence Plaza 1,505,000 9,694,562 $ 11,199,562 1,471,154 1981/92 1998 3-40 Yrs
International Park 2,740,276 21,739,325 $ 24,479,601 3,639,489 1987/89 1997 3-40 Yrs
Interstate Park 1,125,988 19,426,136 $ 20,552,124 8,369,294 1982-85/89 1982-89 3-40 Yrs
Perimeter Corporate Park 1,422,169 22,631,625 $ 24,053,794 3,928,771 1986/89 1998 3-40 Yrs
Progress Center 523,258 19,290,328 $ 19,813,585 3,788,180 1983-91 1997 3-40 Yrs
Riverchase Center 1,924,895 26,545,942 $ 28,470,837 5,218,259 1984-88 1997 3-40 Yrs
Shoppes at Mansell 600,000 3,182,599 $ 3,782,599 436,376 1996/97 1998 3-40 Yrs
Village at Roswell Summitt 451,918 2,786,359 $ 3,238,277 474,244 1988 1997 3-40 Yrs
Retail:
Britt David Shopping Center 1,755,000 5,473,740 $ 7,228,740 1,263,934 1990 1994 3-40 Yrs
Colonial Brookwood Village 8,171,373 86,906,892 $ 95,078,266 11,787,717 1973/91/00 1997 3-40 Yrs
Colonial Mall Bel Air 7,425,004 87,051,407 $ 94,476,411 13,468,251 1966/90/97 1998 3-40 Yrs
Colonial Mall Burlington 4,137,557 31,232,919 $ 35,370,476 5,241,032 1969/86/94 1997 3-40 Yrs
Colonial Mall Decatur 3,262,800 28,027,529 $ 31,290,329 7,166,397 1979/89 1993 3-40 Yrs
Colonial Mall Gadsden 639,577 27,624,487 $ 28,264,064 14,539,155 1974/91 1974 3-40 Yrs
Colonial Mall Glynn Place 3,603,469 25,731,945 $ 29,335,414 4,881,342 1986 1997 3-40 Yrs
Colonial Mall Greenville 4,433,000 32,634,979 $ 37,067,979 5,296,682 1965/89/99 1999 3-40 Yrs
Colonial Mall Lakeshore 4,666,100 34,543,899 $ 39,209,998 6,673,755 1984-87 1997 3-40 Yrs
Colonial Mall Staunton 2,907,337 19,857,857 $ 22,765,194 3,839,984 1969/86/97 1997 3-40 Yrs
Colonial Mall Temple 2,981,736 30,533,233 $ 33,514,969 3,657,313 1976/91 2000 3-40 Yrs
Colonial Mall Valdosta 4,630,767 35,595,189 $ 40,225,957 6,594,057 1982-85 1997 3-40 Yrs
Colonial Mall Macon 5,508,562 95,223,286 $ 100,731,848 32,979,324 1975/88/97 1975/88 3-40 Yrs
Colonial Mayberry Mall 866,175 4,596,105 $ 5,462,280 926,073 1968/86 1997 3-40 Yrs
Colonial Promenade Beechwood 2,576,483 26,420,429 $ 28,996,911 4,551,255 1963/92 1997 3-40 Yrs
Colonial Promenade Burnt Store 3,750,000 8,505,178 $ 12,255,178 2,104,463 1990 1994 3-40 Yrs
Colonial Promenade Hunter's Creek 4,181,760 13,473,816 $ 17,655,576 2,676,214 1993/95 1996 3-40 Yrs
Colonial Promenade Lakewood 3,018,135 14,606,316 $ 17,624,450 2,645,285 1995 1997 3-40 Yrs
Colonial Promenade Montgomery 4,332,432 12,429,970 $ 16,762,402 4,358,564 1990 1993 3-40 Yrs
Colonial Promenade Montgomery North 2,401,182 6,254,787 $ 8,655,969 963,947 1997 1995 3-40 Yrs
Colonial Promenade Northdale 3,059,760 15,230,128 $ 18,289,888 2,306,419 1988/00 1995 3-40 Yrs
Colonial Promenade Trussville 3,868,278 28,305,937 $ 32,174,215 2,592,870 2000 1998 3-40 Yrs
Colonial Promenade Tutwiler Farm 10,288,138 17,833,534 $ 28,121,672 1,429,123 2000 1999 3-40 Yrs
Colonial Promenade University Park 5,001,467 12,350,687 $ 17,352,153 5,661,178 1986/89 1993 3-40 Yrs
Colonial Promenade Wekiva 2,817,788 15,842,169 $ 18,659,957 3,066,234 1990 1996 3-40 Yrs
Colonial Promenade Winter Haven 4,045,045 6,588,848 $ 10,633,893 1,593,053 1986 1995 3-40 Yrs
Colonial Shoppes Bear Lake 2,134,440 7,408,273 $ 9,542,713 1,674,770 1990 1995 3-40 Yrs
Colonial Shoppes Bellwood 330,000 5,260,750 $ 5,590,750 1,926,664 1988 1988 3-40 Yrs
Colonial Shoppes Inverness 1,687,159 1,479,452 $ 3,166,612 279,004 1984 1997 3-40 Yrs
Colonial Shoppes McGehee 197,152 6,009,319 $ 6,206,471 2,266,918 1986 1986 3-40 Yrs
Colonial Shoppes Quaker Village 934,967 8,922,544 $ 9,857,511 1,528,805 1968/88/97 1997 3-40 Yrs
Colonial Shoppes Stanley 433,906 1,846,544 $ 2,280,450 366,571 1987/96 1997 3-40 Yrs
Colonial Shoppes Yadkinville 1,084,602 4,669,106 $ 5,753,708 756,774 1971/97 1997 3-40 Yrs
Olde Town Shopping Center 343,325 2,842,835 $ 3,186,160 1,216,057 1978/90 1978/90 3-40 Yrs
P&S Building 104,089 835,969 $ 940,058 672,114 1946/76/91 1974 3-40 Yrs
Rivermont Shopping Center 517,446 2,695,067 $ 3,212,513 520,191 1986/97 1997 3-40 Yrs
Shoppes at Colonnade 2,468,092 6,398,668 $ 8,866,760 110,088 1989 2002 3-40 Yrs
Active Redevelopment Projects:
Colonial Mall Myrtle Beach 9,163,149 45,758,278 $ 54,921,427 8,304,088 1986 1996 3-40 Yrs
Colonial Shoppes Clay 277,975 6,989,320 $ 7,267,295 2,954,883 1982 1982 3-40 Yrs
Colonial University Village 621,192 28,415,424 $ 29,036,615 11,960,443 1973/84/89 1973/89 3-40 Yrs
Active Development Projects:
CG at Mallard Creek 2,911,443 1,277,575 $ 4,189,018 -0- N/A 2003 N/A
CG at Silverado 2,090,261 693,452 $ 2,783,713 -0- N/A 2003 N/A
CG at Twin Lakes 5,030,901 5,961,001 $ 10,991,902 -0- N/A 2001 N/A
Colonial Promenade Trussville II 1,480,099 5,329,617 $ 6,809,716 -0- N/A 2002 N/A
Colonial TownPark Mixed Use 4,886,399 24,333,065 $ 29,219,465 38,220 N/A 1998 N/A
Other Miscellaneous Projects 2,344,931 $ 2,344,931 -0- N/A 2002 N/A
Unimproved Land:
Colonial Center Mansell
Infrastructure 10,555,613 -0- $ 10,555,613 -0- N/A 1997 N/A
Colonial TownPark Infrastructure 15,911,134 -0- $ 15,911,134 -0- N/A 1999 N/A
Colonial Center Heathrow 13,330,832 -0- $ 13,330,832 -0- N/A 2002 N/A
CV at TownPark Infrastructure 5,141,750 -0- $ 5,141,750 -0- N/A 2000 N/A
CG at Wesleyan III 239,334 -0- $ 239,334 -0- N/A 1996 N/A
Lakewood Ranch 2,793,931 -0- $ 2,793,931 -0- N/A 1999 N/A
Corporate Assets -0- 8,670,101 $ 8,670,101 5,710,931 N/A N/A 3-7 Yrs
Other Land 362,452 -0- $ 362,452 -0- N/A N/A N/A
-------------- -------------- ---------------- -----------
$ 327,688,733 $ 2,182,746,404 $ 2,510,435,137 $425,477,889
============== ============== ================ ===========
NOTES TO SCHEDULE III
COLONIAL REALTY LIMITED PARTNERSHIP
December 31, 2003
(1) The aggregate cost for Federal Income Tax purposes was approximately $1.9
billion at December 31, 2003.
(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
2003 2002 2001
-------------- --------------- ---------------
Real estate investments:
Balance at beginning of year $ 2,380,748,472 $ 2,218,778,048 $ 2,106,563,153
Acquisitions of new property 78,742,469 196,009,181 -0-
Improvements and development 87,675,381 93,660,958 194,303,821
Dispositions of property (36,731,185) (127,699,715) (82,088,926)
-------------- --------------- ---------------
Balance at end of year $ 2,510,435,137 $ 2,380,748,472 $ 2,218,778,048
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Reconciliation of Accumulated Depreciation
2003 2002 2001
-------------- --------------- ---------------
Accumulated depreciation:
Balance at beginning of year $ 351,156,224 $ 310,439,292 $ 255,730,341
Depreciation 88,560,604 73,602,948 64,692,784
Depreciation of disposition of property (14,238,939) (32,886,016) (9,983,833)
-------------- --------------- ---------------
Balance at end of year $425,477,889 $351,156,224 $310,439,292
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