##### Table of Contents



UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
 Washington, D.C. 20549
 FORM 10-Q
 þ
    
    QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES
EXCHANGE ACT OF 1934
 For the quarterly period ended: June 30, 2005
 or
 o
    
    TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES
EXCHANGE ACT OF 1934
 Commission File Number: 0-20707
 COLONIAL REALTY LIMITED PARTNERSHIP
  Delaware(State or other jurisdiction
of incorporation)
    
    63-1098468(IRS Employer
Identification Number)
 2101 Sixth Avenue North, Suite 750, Birmingham, Alabama 35203  (Address of principal executive offices) (Zip Code)
 (205) 250-8700
 Not applicable  (Former name or former address, if changed since last report)
  þ
  þ




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COLONIAL REALTY LIMITED PARTNERSHIP
INDEX TO FORM 10-Q
  
 PagePART I: FINANCIAL INFORMATIONItem 1. Consolidated Condensed Financial Statements (Unaudited)Consolidated Condensed Balance Sheets as of June 30, 2005 and December 31, 2004
    
    
    3Consolidated Condensed Statements of Income and Comprehensive Income for the Three and Six Months Ended June 30, 2005 and 2004
    
    
    4Consolidated Condensed Statements of Cash Flows for the Six Months Ended June 30, 2005 and 2004
    
    
    5Notes to Consolidated Condensed Financial Statements
    
    
    6Report of Independent Registered Public Accounting Firm
    
    
    20Item 2. Managements Discussion and Analysis of Financial Condition and Results of Operations
    
    
    21Item 3. Quantitative and Qualitative Disclosures about Market Risk
    
    
    30Item 4. Controls and Procedures
    
    
    30PART II: OTHER INFORMATIONItem 2.
Unregistered Sales of Equity Securities and Use of Proceeds
    
    
    31Item 6. Exhibits
    
    
    32SIGNATURES
    
    
    33EXHIBITS
    
    
    34EX-12.1 RATIO OF EARNINGS TO FIXED CHARGESEX-15 LETTER RE: UNAUDITED INTERIM FINANCIAL INFORMATIONEX-31.1 SECTION 302 CERTIFICATION OF CEOEX-31.2 SECTION 302 CERTIFICATION OF CFOEX-32.1 SECTION 906 CERTIFICATION OF CEOEX-32.2 SECTION 906 CERTIFICATION OF CFO




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##### Table of Contents



COLONIAL REALTY LIMITED PARTNERSHIP
CONSOLIDATED CONDENSED BALANCE SHEETS  (in thousands, except unit data)
 (Unaudited)June 30, 2005
    
    
    December 31, 2004ASSETSLand, buildings, & equipment
    
    $
    3,916,906
    
    
    $
    2,696,302Undeveloped land and construction in progress
    
    
    187,696
    
    
    
    158,954Less: Accumulated depreciation
    
    
    (454,242
    )
    
    
    (437,635
    )Real estate assets held for sale, net
    
    
    536,742
    
    
    
    167,712Net real estate assets
    
    
    4,187,102
    
    
    
    2,585,333Cash and equivalents
    
    
    43,981
    
    
    
    10,725Restricted cash
    
    
    7,269
    
    
    
    2,333Accounts receivable, net
    
    
    23,511
    
    
    
    20,642Prepaid expenses
    
    
    16,234
    
    
    
    906Notes receivable
    
    
    26,738
    
    
    
    11,238Deferred debt and lease costs
    
    
    45,703
    
    
    
    36,750Investment in partially owned entities
    
    
    77,858
    
    
    
    65,472Other assets
    
    
    127,954
    
    
    
    67,925$
    4,556,350
    
    
    $
    2,801,324LIABILITIES AND PARTNERS EQUITYNotes and mortgages payable
    
    $
    2,225,554
    
    
    $
    1,615,817Unsecured credit facility
    
    
    622,759
    
    
    
    239,970Total long-term liabilities
    
    
    2,848,313
    
    
    
    1,855,787Accounts payable
    
    
    52,070
    
    
    
    29,164Accrued interest
    
    
    25,580
    
    
    
    17,722Accrued expenses
    
    
    34,738
    
    
    
    10,622Tenant deposits
    
    
    7,240
    
    
    
    4,455Unearned rent
    
    
    3,492
    
    
    
    9,334Other liabilities
    
    
    31,395
    
    
    
    1,737Total liabilities
    
    
    3,002,828
    
    
    
    1,928,821Redeemable units, at redemption value - 10,872,568 units outstanding
at June 30, 2005 and 10,372,650 at December 31, 2004
    
    
    478,393
    
    
    
    407,334Limited partners minority interest in consolidated partnership
    
    
    2,787
    
    
    
    1,389General
partner -Common equity - 39,826,656 and 27,599,409 units outstanding at
    June 30, 2005 and December 31, 2004, respectively
    
    
    689,200
    
    
    
    199,637Preferred
equity ($308,159 liquidation preference)
    
    
    301,852
    
    
    
    168,703Limited partners preferred equity ($100,000 liquidation preference)
    
    
    97,406
    
    
    
    97,406Accumulated other comprehensive income (loss)
    
    
    (16,116
    )
    
    
    (1,966
    )Total general partners equity
    
    
    1,072,342
    
    
    
    463,780$
    4,556,350
    
    
    $
    2,801,324
  3




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##### Table of Contents



COLONIAL REALTY LIMITED PARTNERSHIP
CONSOLIDATED CONDENSED STATEMENTS OF INCOME AND COMPREHENSIVE INCOME
(Unaudited)  (in thousands, except per unit data)
 Three Months Ended
    
    
    Six Months EndedJune 30,
    
    
    June 30,2005
    
    
    2004
    
    
    2005
    
    
    2004Revenue:Minimum rent
    
    $
    106,913
    
    
    $
    58,588
    
    
    $
    178,516
    
    
    $
    114,352Percentage rent
    
    
    403
    
    
    
    409
    
    
    
    1,030
    
    
    
    842Tenant recoveries
    
    
    8,814
    
    
    
    6,834
    
    
    
    17,561
    
    
    
    13,814Other property related revenue
    
    
    8,243
    
    
    
    4,294
    
    
    
    12,567
    
    
    
    7,903Other non-property related revenue
    
    
    4,506
    
    
    
    1,380
    
    
    
    7,812
    
    
    
    2,676Total revenue
    
    
    128,879
    
    
    
    71,505
    
    
    
    217,486
    
    
    
    139,587Operating Expenses:Property operating expenses:General operating expenses
    
    
    10,128
    
    
    
    5,156
    
    
    
    16,393
    
    
    
    10,123Salaries and benefits
    
    
    7,980
    
    
    
    3,277
    
    
    
    12,150
    
    
    
    6,257Repairs and maintenance
    
    
    11,242
    
    
    
    6,910
    
    
    
    19,035
    
    
    
    12,899Taxes, licenses, and insurance
    
    
    13,853
    
    
    
    6,420
    
    
    
    23,095
    
    
    
    12,919General and administrative
    
    
    10,963
    
    
    
    5,678
    
    
    
    19,364
    
    
    
    11,217Depreciation
    
    
    34,134
    
    
    
    17,773
    
    
    
    57,697
    
    
    
    34,697Amortization
    
    
    26,011
    
    
    
    2,534
    
    
    
    30,537
    
    
    
    4,752Total operating expenses
    
    
    114,311
    
    
    
    47,748
    
    
    
    178,271
    
    
    
    92,864Income from operations
    
    
    14,568
    
    
    
    23,757
    
    
    
    39,215
    
    
    
    46,723Other income (expense):Interest expense
    
    
    (32,531
    )
    
    
    (16,176
    )
    
    
    (55,067
    )
    
    
    (30,555
    )Income from partially owned entities
    
    
    186
    
    
    
    283
    
    
    
    285
    
    
    
    388Gains on hedging activities
    
    
    143
    
    
    
    160
    
    
    
    422
    
    
    
    80Gains from sales of property
    
    
    1,492
    
    
    
    1,117
    
    
    
    2,618
    
    
    
    2,119Minority interest of limited partners
    
    
    (247
    )
    
    
    (10
    )
    
    
    (476
    )
    
    
    (10
    )Other
    
    
    (627
    )
    
    
    (87
    )
    
    
    (837
    )
    
    
    (107
    )Total other income (expense)
    
    
    (31,584
    )
    
    
    (14,713
    )
    
    
    (53,055
    )
    
    
    (28,085
    )Income
(loss) from continuing operations
    
    
    (17,016
    )
    
    
    9,044
    
    
    
    (13,840
    )
    
    
    18,638Income from discontinued operations
    
    
    8,735
    
    
    
    5,021
    
    
    
    15,171
    
    
    
    10,378Gain on disposal of discontinued operations
    
    
    26,303
    
    
    
    347
    
    
    
    118,075
    
    
    
    9,738Income from discontinued operations
    
    
    35,038
    
    
    
    5,368
    
    
    
    133,246
    
    
    
    20,116Net income
    
    
    18,022
    
    
    
    14,412
    
    
    
    119,406
    
    
    
    38,754Distributions to general partner preferred unitholders
    
    
    (6,232
    )
    
    
    (3,695
    )
    
    
    (9,927
    )
    
    
    (7,391
    )Distributions to limited partner preferred unitholders
    
    
    (1,813
    )
    
    
    (1,813
    )
    
    
    (3,625
    )
    
    
    (3,868
    )Net income available to common unitholders
    
    $
    9,977
    
    
    $
    8,904
    
    
    $
    105,854
    
    
    $
    27,495Net income available to common unitholders allocated to limited partners
    
    
    (2,154
    )
    
    
    (2,463
    )
    
    
    (25,755
    )
    
    
    (7,665
    )Net income available to common unitholders allocated to general partner
    
    $
    7,823
    
    
    $
    6,441
    
    
    $
    80,099
    
    
    $
    19,830Net income per common unit  Basic:Income
(loss) from continuing operations
    
    $
    (0.50
    )
    
    $
    0.10
    
    
    $
    (0.62
    )
    
    $
    0.20Income from discontinued operations
    
    
    0.70
    
    
    
    0.14
    
    
    
    3.00
    
    
    
    0.54Net income per common unit  Basic
    
    $
    0.20
    
    
    $
    0.24
    
    
    $
    2.38
    
    
    $
    0.74Net income per common unit  Diluted:Income
(loss) from continuing operations
    
    $
    (0.50
    )
    
    $
    0.10
    
    
    $
    (0.62
    )
    
    $
    0.20Income from discontinued operations
    
    
    0.70
    
    
    
    0.14
    
    
    
    3.00
    
    
    
    0.54Net income per common unit  Diluted
    
    $
    0.20
    
    
    $
    0.24
    
    
    $
    2.38
    
    
    $
    0.73Average units outstanding:Basic
    
    
    50,193
    
    
    
    37,447
    
    
    
    44,179
    
    
    
    37,239Diluted
    
    
    50,193
    
    
    
    37,740
    
    
    
    44,179
    
    
    
    37,575CONSOLIDATED
CONDENSED STATEMENTS OF COMPREHENSIVE INCOME (LOSS)Net income
    
    $
    18,022
    
    
    $
    14,412
    
    
    $
    119,406
    
    
    $
    38,754Other
comprehensive income (loss)Unrealized income on cash flow hedging activities
    
    
    (24,506
    )
    
    
    (2,157
    )
    
    
    (14,151
    )
    
    
    (1,977
    )Comprehensive income
    
    $
    (6,484
    )
    
    $
    12,255
    
    
    $
    105,255
    
    
    $
    36,777
  4




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COLONIAL REALTY LIMITED PARTNERSHIP
CONSOLIDATED STATEMENTS OF CASH FLOWS  (amounts in thousands)
 Six Months EndedJune 30,2005
    
    
    2004Cash flows from operating activities:Net income
    
    $
    119,406
    
    
    $
    38,754Adjustments to reconcile net income to net cash
provided by operating activities:Depreciation and amortization
    
    
    88,491
    
    
    
    48,055Income from partially owned entities
    
    
    (247
    )
    
    
    (555
    )Gains from sales of property
    
    
    (120,693
    )
    
    
    (12,001
    )Distributions of income from partially owned entities
    
    
    2,058
    
    
    
    Decrease (increase) in:Restricted cash
    
    
    (4,936
    )
    
    
    (145
    )Accounts receivable
    
    
    (452
    )
    
    
    1,133Prepaid expenses
    
    
    (1,537
    )
    
    
    1,517Other assets
    
    
    (602
    )
    
    
    (5,858
    )Increase (decrease) in:Accounts payable
    
    
    14,756
    
    
    
    2,295Accrued interest
    
    
    4,566
    
    
    
    1,885Accrued expenses and other
    
    
    5,731
    
    
    
    3,381Net cash provided by operating activities
    
    
    106,541
    
    
    
    78,461Cash flows from investing activities:Acquisition of properties
    
    
    (336,212
    )
    
    
    (136,943
    )Direct costs of Cornerstone merger
    
    
    (33,298
    )
    
    
    Development expenditures
    
    
    (69,624
    )
    
    
    (51,172
    )Tenant improvements
    
    
    (12,800
    )
    
    
    (10,396
    )Capital expenditures
    
    
    (9,165
    )
    
    
    (7,104
    )Proceeds from (issuance of) notes receivable
    
    
    (26,172
    )
    
    
    (1,662
    )Proceeds from sales of property, net of selling costs
    
    
    370,906
    
    
    
    25,156Distributions from partially owned entities
    
    
    2,707
    
    
    
    3,523Capital contributions to partially owned entities
    
    
    (740
    )
    
    
    (19,058
    )Net cash used in investing activities
    
    
    (114,398
    )
    
    
    (197,656
    )Cash flows from financing activities:Principal reductions of debt
    
    
    (592,567
    )
    
    
    (2,651
    )Proceeds from additional borrowings
    
    
    302,285
    
    
    
    397,794Net change in revolving credit balances
    
    
    382,789
    
    
    
    (205,935
    )Cash contributions
    
    
    27,249
    
    
    
    23,739Distributions to common and preferred unitholders
    
    
    (73,221
    )
    
    
    (61,088
    )Payment of mortgage financing cost
    
    
    (5,422
    )
    
    
    (5,117
    )Net cash
provided by financing activities
    
    
    41,113
    
    
    
    146,742Increase (decrease) in cash and equivalents
    
    
    33,256
    
    
    
    27,547Cash and equivalents, beginning of period
    
    
    10,725
    
    
    
    8,070Cash and equivalents, end of period
    
    $
    43,981
    
    
    $
    35,617Non-cash transactions:Real estate assets acquired
    
    
    1,466,261Assumption of notes and mortgages
    
    
    836,985Operating assets acquired
    
    
    20,758Operating liabilities acquired
    
    
    35,181Fair value of adjustments on notes and mortgages
    
    
    58,528Investments in partially owned entities acquired
    
    
    13,734Intangible assets acquired
    
    
    50,726Issuance of
common units
    
    
    463,838Issuance of
preferred units
    
    
    133,159Issuance of common units of operating partnership
    
    
    23,788Cash flow hedging activities
    
    
    14,151
    
    
    
    1,977
  5




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##### Table of Contents



COLONIAL REALTY LIMITED PARTNERSHIP
NOTES TO CONSOLIDATED
CONDENSED FINANCIAL STATEMENTS
June 30, 2005
 The consolidated condensed financial statements of Colonial Realty Limited Partnership have
been prepared pursuant to the Securities and Exchange Commission (SEC) rules and regulations.
The following notes, which represent interim disclosures as required by the SEC, highlight
significant changes to the notes to the December 31, 2004 audited consolidated financial statements
of Colonial Realty Limited Partnership and should be read together with the consolidated financial
statements and notes thereto included in the Form 10-K . With respect to the unaudited financial
information of Colonial Realty Limited Partnership for the three- and six-month periods ended June 30, 2005
and 2004, PricewaterhouseCoopers LLP reported that they have applied limited procedures in
accordance with professional standards for a review of such information. However, their separate
report dated August 8, 2005 appearing herein, states that they did not audit and they do not
express an opinion on that unaudited financial information. Accordingly, the degree of reliance on
their report on such information should be restricted in light of the limited nature of the review
procedures applied. PricewaterhouseCoopers LLP is not subject to the liability provisions of
Section 11 of the Securities Act of 1933 for their report on the unaudited financial information
because that report is not a report or a part of the registration statement prepared or
certified by PricewaterhouseCoopers LLP within the meaning of Sections 7 and 11 of the Act.
 Note 1 Organization and Business
  Merger with Cornerstone Realty Income Trust
   
    
    a number of the Trusts common shares equal to the common share conversion rate, which
was calculated as 0.2581; or
    
    a number of the Trusts 7.62% Series E preferred depositary shares, $25.00 liquidation
preference per depositary share, equal to the preferred depositary share conversion rate,
which was calculated as 0.4194;
 6




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##### Table of Contents



(in thousands)Issuance of 11,277,358 Trust common shares to
Cornerstone shareholders
    
    $
    463,838Issuance of 5,326,349 Trust Series E preferred depository
shares to Cornerstone shareholders
    
    
    133,159Issuance of 578,358 CRLP common units
    
    
    23,788Fees and other expenses related to the merger
    
    
    34,694Total purchase price
    
    $
    655,479Assumption of Cornerstones notes and mortgages payable
at book value
    
    
    836,985Adjustment to record Cornerstones notes and mortgages at
fair value
    
    
    58,528
    (1)Assumption of Cornerstones accounts payable and other
liabilities at fair value
    
    
    35,181Total purchase price and assumed liabilities
    
    $
    1,586,173
 
 (1)
    
    The fair value adjustment of $58.5 million to account for the difference
between the fixed rates and
market rates for the Cornerstone borrowings includes an estimate of $35.6 million for
prepayment penalties on debt to be retired.  7




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##### Table of Contents



(in thousands)Buildings
    
    $
    1,251,579Furniture and fixtures
    
    
    14,613Fair value of depreciable real estate assets
    
    
    1,266,192Land
    
    
    230,768Undeveloped land and construction in progress
    
    
    3,995In place lease value
    
    
    45,658Customer relationships
    
    
    5,068Other assets, including cash (excluding in-place lease values )
    
    
    20,758Investments in partially owned entities
    
    
    13,734Total purchase price
    
    $
    1,586,173
   In
thousands, except per unit data
    
    Actual
    
    
    ***** Pro Forma (Unaudited) *****Three Months
    
    
    Three Months
    
    
    Six Months
    
    
    Six MonthsEnded June 30,
    
    
    Ended June 30,
    
    
    Ended June 30,
    
    
    Ended June 30,2005
    
    
    2004
    
    
    2005 (1)
    
    
    2004Total revenue
    
    $
    128,879
    
    
    $
    104,834
    
    
    $
    250,996
    
    
    $
    205,262Net income
available to common unitholders
    
    
    9,977
    
    
    
    7,102
    
    
    
    100,850
    
    
    
    22,790Net income
per common unit  dilutive
    
    $
    0.20
    
    
    $
    0.13
    
    
    $
    1.94
    
    
    $
    0.42
 
 (1)
    
    One time merger costs of $9.1 million expensed by Cornerstone, have been excluded from
the pro forma net income to common unitholders for the six months ended June 30, 2005. Note 2 Summary of Significant Accounting Policies
 Basis of Presentation
  8




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Consolidation of Variable Interest Entities,
 Use of Estimates
  Unaudited Interim Statements
  Recent Pronouncements of the Financial Accounting Standards Board (FASB)
 Share Based Payment
 Investors Accounting for an Investment in a Limited Partnership When the Investor is the Sole
General Partner and the Limited Partners Have Certain Rights
 Notes Receivable
  9




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Reclassifications
  Note 3 Capital Structure
   Note 4  Acquisition and Disposition Activity
 Property Acquisitions
       10




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##### Table of Contents



For the Quarter EndedAssets Acquired and Liabilities Assumed
    
    June 30, 2005(amounts in thousands)Land, buildings and equipment
    
    $
    200,629Above-market leases
    
    
    13,388In place lease assets
    
    
    3,383Other assets
    
    
    2,027Total assets
    
    
    219,427Accounts payable
    
    
    (620
    )Accrued expenses
    
    
    (1,466
    )Tenant deposits
    
    
    (390
    )Other liabilities and minority interest
    
    
    (1,083
    )Total liabilities
    
    
    (3,559
    )Net assets acquired
    
    $
    215,868
 Property Dispositions
    Sales PriceProperty Name
    
    Location
    
    Units
    
    
    (in millions)Bridgetown Bay
    
    Charlotte, NC
    
    
    120
    
    
    $
    5.7Devonshire
    
    Dallas, TX
    
    
    144
    
    
    
    7.5Dunwoody Springs
    
    Atlanta, GA
    
    
    350
    
    
    
    23.5Carlyle Club
    
    Atlanta, GA
    
    
    243
    
    
    
    13.6Aspen Hills
    
    Dallas, TX
    
    
    240
    
    
    
    9.4$
    59.7
    11




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##### Table of Contents



Accounting for the Impairment on Disposal of Long-Lived
Assets
 Property
    
    Location
    
    Date
    
    Units/Square FeetMultifamilyAshley Run
    
    Atlanta, GA
    
    June 2005
    
    
    348Mills Crossing
    
    Dallas, TX
    
    June 2005
    
    
    184Colonial Village at Lake Mary
    
    Lake Mary, FL
    
    May 2005
    
    
    504Bridgetown Bay
    
    Charlotte, NC
    
    May 2005
    
    
    120Devonshire
    
    Dallas, TX
    
    May 2005
    
    
    144Dunwoody Springs
    
    Atlanta, GA
    
    May 2005
    
    
    350Carlyle Club
    
    Atlanta, GA
    
    May 2005
    
    
    243Aspen Hills
    
    Dallas, TX
    
    May 2005
    
    
    240Colonial Village at Ashley Plantation
    
    Bluffton, SC
    
    March 2005
    
    
    414Colonial Village at Gainesville
    
    Gainesville, FL
    
    March 2005
    
    
    560Colonial Grand at Galleria Woods
    
    Birmingham, AL
    
    March 2005
    
    
    244Colonial Village at TownPark (Sarasota)
    
    Bradenton, FL
    
    March 2005
    
    
    272Colonial Village at Walton Way
    
    Augusta, GA
    
    March 2005
    
    
    256Colonial Grand at Wesleyan
    
    Macon, GA
    
    March 2005
    
    
    328Colonial Grand at Cahaba Heights (1)
    
    Birmingham, AL
    
    February 2005
    
    
    125Colonial Grand at River Hills (1)
    
    Tampa, FL
    
    February 2005
    
    
    776Colonial Village at Vernon Marsh
    
    Savannah, GA
    
    October 2004
    
    
    178Colonial Grand at Ponte Vedra (1)
    
    Jacksonville, FL
    
    May 2004
    
    
    240OfficeVillage at Roswell Summit
    
    Atlanta, GA
    
    July 2004
    
    
    25,500RetailColonial Mall Temple
    
    Temple, TX
    
    April 2005
    
    
    555,600Colonial Mall Gadsden
    
    Gadsden, AL
    
    March 2005
    
    
    517,000Orlando Fashion Square (1)
    
    Orlando, FL
    
    December 2004
    
    
    1,083,049Colonial Shoppes at Inverness
    
    Birmingham, AL
    
    September 2004
    
    
    28,243Colonial Shoppes at Stanly
    
    Locust, NC
    
    July 2004
    
    
    47,100Colonial Promenade University Park I
    
    Orlando, FL
    
    March 2004
    
    
    215,590
 
 (1)
    
    Properties were partially owned. CRLP sold its interest in these
properties.  12




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##### Table of Contents



Three Months Ended
    
    
    Six Months Ended(amounts in thousands)
    
    June 30,
    
    
    June 30,2005
    
    
    2004
    
    
    2005
    
    
    2004Property revenues:Base rent
    
    $
    18,539
    
    
    $
    13,963
    
    
    $
    32,162
    
    
    $
    28,230Percentage rent
    
    
    82
    
    
    
    232
    
    
    
    358
    
    
    
    479Tenant recoveries
    
    
    1,866
    
    
    
    2,749
    
    
    
    4,603
    
    
    
    5,590Other property revenue
    
    
    1,633
    
    
    
    1,009
    
    
    
    2,587
    
    
    
    1,937Total property revenues
    
    
    22,120
    
    
    
    17,953
    
    
    
    39,710
    
    
    
    36,236Property operating and maintenance expense
    
    
    9,137
    
    
    
    6,735
    
    
    
    15,909
    
    
    
    13,309Depreciation
    
    
    706
    
    
    
    4,026
    
    
    
    2,551
    
    
    
    8,077Amortization
    
    
    69
    
    
    
    177
    
    
    
    206
    
    
    
    529Total operating expenses
    
    
    9,912
    
    
    
    10,938
    
    
    
    18,666
    
    
    
    21,915Interest expense
    
    
    (3,490
    )
    
    
    (2,161
    )
    
    
    (5,832
    )
    
    
    (4,255
    )Income (loss) from partially owned entities
    
    
    17
    
    
    
    167
    
    
    
    (41
    )
    
    
    312Income from discontinued operations before net gain
on disposition of discontinued operations
    
    
    8,735
    
    
    
    5,021
    
    
    
    15,171
    
    
    
    10,378Net gain on disposition of discontinued operations
    
    
    26,303
    
    
    
    347
    
    
    
    118,075
    
    
    
    9,738Income from discontinued operations
    
    $
    35,038
    
    
    $
    5,368
    
    
    $
    133,246
    
    
    $
    20,116
 Note 5  Net Income Per Unit
  Three Months
    
    
    Three Months
    
    
    Six Months
    
    
    Six MonthsEnded
    
    
    Ended
    
    
    Ended
    
    
    Ended(amounts in thousands, except per unit data)
    
    June 30,
    
    
    June 30,
    
    
    June 30,
    
    
    June 30,2005
    
    
    2004
    
    
    2005
    
    
    2004Numerator:Net income
    
    $
    18,022
    
    
    $
    14,412
    
    
    $
    119,406
    
    
    $
    38,754Less: Preferred distributions
    
    
    (8,045
    )
    
    
    (5,508
    )
    
    
    (13,552
    )
    
    
    (11,259
    )Net income available to common unitholders
    
    
    9,977
    
    
    
    8,904
    
    
    
    105,854
    
    
    
    27,495Denominator:Denominator for basic net income per unit - weighted average units
    
    
    50,193
    
    
    
    37,447
    
    
    
    44,179
    
    
    
    37,240Effect of dilutive securities:Trustee and employee stock options,
treasury method
    
    
    
    
    
    
    293
    
    
    
    
    
    
    
    336Denominator for diluted net income per unit -
adjusted weighted average units
    
    
    50,193
    
    
    
    37,740
    
    
    
    44,179
    
    
    
    37,576Basic net income per unit
    
    $
    0.20
    
    
    $
    0.24
    
    
    $
    2.38
    
    
    $
    0.74Diluted net income per unit
    
    $
    0.20
    
    
    $
    0.24
    
    
    $
    2.38
    
    
    $
    0.73
 13




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Note 6 Segment Information
  14




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##### Table of Contents



Three Months Ended
    
    
    Six Months EndedJune 30,
    
    
    June 30,(amounts in thousands)
    
    2005
    
    
    2004
    
    
    2005
    
    
    2004Revenues:Divisional Revenues:Multifamily
    
    $
    80,492
    
    
    $
    28,716
    
    
    $
    118,770
    
    
    $
    55,264Office
    
    
    29,891
    
    
    
    24,206
    
    
    
    54,972
    
    
    
    48,234Retail
    
    
    41,153
    
    
    
    39,030
    
    
    
    85,605
    
    
    
    77,586Total Divisional Revenues
    
    
    151,536
    
    
    
    91,952
    
    
    
    259,347
    
    
    
    181,084Partially-owned subsidiaries
    
    
    (5,043
    )
    
    
    (3,874
    )
    
    
    (9,964
    )
    
    
    (7,938
    )Unallocated corporate revenues
    
    
    4,506
    
    
    
    1,380
    
    
    
    7,813
    
    
    
    2,677Discontinued operations revenues
    
    
    (22,120
    )
    
    
    (17,953
    )
    
    
    (39,710
    )
    
    
    (36,236
    )Total Consolidated Revenues
    
    $
    128,879
    
    
    $
    71,505
    
    
    $
    217,486
    
    
    $
    139,587NOI:Divisional NOI:Multifamily
    
    $
    48,122
    
    
    $
    17,722
    
    
    $
    71,183
    
    
    $
    33,897Office
    
    
    20,531
    
    
    
    17,269
    
    
    
    37,791
    
    
    
    34,270Retail
    
    
    28,505
    
    
    
    26,746
    
    
    
    59,794
    
    
    
    53,944Total Divisional NOI
    
    
    97,158
    
    
    
    61,737
    
    
    
    168,768
    
    
    
    122,111Partially-owned subsidiaries
    
    
    (2,988
    )
    
    
    (2,154
    )
    
    
    (5,938
    )
    
    
    (4,533
    )Unallocated corporate revenues
    
    
    4,506
    
    
    
    1,380
    
    
    
    7,813
    
    
    
    2,677Discontinued operations NOI
    
    
    (12,983
    )
    
    
    (11,217
    )
    
    
    (23,800
    )
    
    
    (22,927
    )General and administrative expenses
    
    
    (10,963
    )
    
    
    (5,678
    )
    
    
    (19,364
    )
    
    
    (11,217
    )Depreciation
    
    
    (34,134
    )
    
    
    (17,773
    )
    
    
    (57,697
    )
    
    
    (34,697
    )Amortization
    
    
    (26,011
    )
    
    
    (2,534
    )
    
    
    (30,537
    )
    
    
    (4,752
    )Other
    
    
    (17
    )
    
    
    (4
    )
    
    
    (30
    )
    
    
    61Income from operations
    
    
    14,568
    
    
    
    23,757
    
    
    
    39,215
    
    
    
    46,723Total other expense
    
    
    (31,584
    )
    
    
    (14,713
    )
    
    
    (53,055
    )
    
    
    (28,085
    )Income from continuing operations
    
    $
    (17,016
    )
    
    $
    9,044
    
    
    $
    (13,840
    )
    
    $
    18,638
 (in thousands)
    
    June 30,
    
    
    December 31,2005
    
    
    2004AssetsDivisional AssetsMultifamily
    
    $
    2,303,771
    
    
    $
    937,935Office
    
    
    851,549
    
    
    
    632,010Retail
    
    
    1,117,952
    
    
    
    1,082,517Total Divisional Assets
    
    
    4,273,272
    
    
    
    2,652,462Unallocated corporate assets (1)
    
    
    283,078
    
    
    
    148,862$
    4,556,350
    
    
    $
    2,801,324
 
 (1)Includes the CRLPs investment in partially-owned entities of $77,858 as of June 30, 2005, and $65,472 as of December 31, 2004. 15




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##### Table of Contents



Note 7  Investment in Partially Owned Entities
  (in thousands)Percent
    
    
    June 30,
    
    
    December 31,Owned
    
    
    2005
    
    
    2004Multifamily:CMS / Colonial Joint Venture I
    
    
    15.00
    %
    
    $
    813
    
    
    $
    1,435CMS / Colonial Joint Venture II
    
    
    15.00
    %
    
    
    572
    
    
    
    670CMS Florida
    
    
    25.00
    %
    
    
    2,803
    
    
    
    2,925CMS Tennessee
    
    
    25.00
    %
    
    
    2,612
    
    
    
    2,727DRA Alabama
    
    
    10.00
    %
    
    
    2,431
    
    
    
    2,500DRA Cunningham, Austin, TX
    
    
    20.00
    %
    
    
    1,180
    
    
    
    1,266DRA Southwest Partnership
    
    
    20.00
    %
    
    
    18,770
    
    
    
    19,022Merritt at Godley Station, Pooler, GA (1)
    
    
    35.00
    %
    
    
    9,940
    
    
    
    Cypress Cove at Suntree, Melbourne, GA (1)
    
    
    10.00
    %
    
    
    1,004
    
    
    
    Arbors at Windsor Lake, Columbia, SC (1)
    
    
    10.00
    %
    
    
    1,692
    
    
    
    Stone Ridge, Columbia, SC (1)
    
    
    10.00
    %
    
    
    1,043
    
    
    
    42,860
    
    
    
    30,545Office:600 Building Partnership, Birmingham, AL
    
    
    33.33
    %
    
    
    (2
    )
    
    
    (16
    )Douglas HCI, Coral Gables, FL
    
    
    25.00
    %
    
    
    6,208
    
    
    
    6,4576,206
    
    
    
    6,441Retail:Colonial Promenade Madison, Huntsville, AL
    
    
    25.00
    %
    
    
    2,256
    
    
    
    2,298Highway 150, LLC, Birmingham, AL
    
    
    10.00
    %
    
    
    87
    
    
    
    94Parkway Place Limited Partnership, Huntsville, AL
    
    
    45.00
    %
    
    
    12,770
    
    
    
    12,560Turkey Creek, Parkside Drive LLC Partnership
    
    
    50.00
    %
    
    
    13,647
    
    
    
    13,50228,760
    
    
    
    28,454Other:Colonial / Polar-BEK Management Company, Birmingham, AL
    
    
    50.00
    %
    
    
    32
    
    
    
    3232
    
    
    
    32$
    77,858
    
    
    $
    65,472
 
 (1)
    
    These joint ventures were acquired as part of the Cornerstone merger. See Note 1. Note 8  Financing Activities
   16




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Note 9  Derivatives and Hedging
 Accounting for Derivative Instruments and Hedging Activities
     17




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##### Table of Contents



Fair ValueAt June 30, 2005Interest
    
    
    
    
    
    
    Asset (Liability)Product Type
    
    Notional Value
    
    
    Rate
    
    
    Maturity
    
    
    (in thousands)Interest Rate SWAP, Cash Flow
    
    $11.2 million
    
    
    5.932
    %
    
    
    1/1/06
    
    
    $
    (127
    )Interest Rate CAP, Cash Flow
    
    $16.4 million
    
    
    4.840
    %
    
    
    4/1/06
    
    
    
    Interest Rate CAP, Cash Flow
    
    $25.9 million
    
    
    4.840
    %
    
    
    4/1/06
    
    
    
    Interest Rate CAP, Cash Flow
    
    $8.4 million
    
    
    4.840
    %
    
    
    4/1/06
    
    
    
    Interest Rate SWAP, Cash Flow
    
    $17.0 million
    
    
    7.380
    %
    
    
    5/5/06
    
    
    
    (299
    )Interest Rate CAP, Cash Flow
    
    $30.4 million
    
    
    11.200
    %
    
    
    7/3/06
    
    
    
    Interest Rate CAP, Cash Flow
    
    $19.7 million
    
    
    6.850
    %
    
    
    6/29/07
    
    
    
    1Interest Rate CAP, Cash Flow
    
    $16.7 million
    
    
    6.850
    %
    
    
    7/3/07
    
    
    
    1Interest Rate CAP, Cash Flow
    
    $10.0 million
    
    
    8.373
    %
    
    
    8/1/08
    
    
    
    1Interest Rate CAP, Cash Flow
    
    $14.9 million
    
    
    7.543
    %
    
    
    8/1/08
    
    
    
    3Interest Rate CAP, Cash Flow
    
    $7.4 million
    
    
    6.983
    %
    
    
    8/1/08
    
    
    
    3Interest Rate CAP, Cash Flow
    
    $6.2 million
    
    
    8.373
    %
    
    
    8/1/08
    
    
    
    1Interest Rate CAP, Cash Flow
    
    $13.3 million
    
    
    6.786
    %
    
    
    9/1/08
    
    
    
    8Interest Rate CAP, Cash Flow
    
    $5.5 million
    
    
    7.900
    %
    
    
    2/1/09
    
    
    
    2Interest Rate CAP, Cash Flow
    
    $17.6 million
    
    
    8.100
    %
    
    
    2/1/09
    
    
    
    5Interest Rate SWAP, Fair Value
    
    $100.0 million
    
    
    4.803
    %
    
    
    4/1/11
    
    
    
    3,197Interest Rate SWAP, Cash Flow
    
    $250.0 million
    
    
    4.721
    %
    
    
    8/3/15
    
    
    
    (7,927
    )Interest Rate SWAP, Cash Flow
    
    $200.0 million
    
    
    4.830
    %
    
    
    2/15/16
    
    
    
    (7,066
    )Tax Exempt HedgesInterest Rate CAP, Cash Flow
    
    $12.8 million
    
    
    6.000
    %
    
    
    7/1/2008
    
    
    
    2Interest Rate CAP, Cash Flow
    
    $22.4 million
    
    
    6.000
    %
    
    
    7/1/2008
    
    
    
    4Interest Rate CAP, Cash Flow
    
    $9.9 million
    
    
    6.000
    %
    
    
    7/1/2008
    
    
    
    2
    18




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Note 10  Subsequent Events
 Property Acquisitions
    Property Dispositions
   Financing Activity
  InterestProduct Type
    
    Notional Value
    
    
    Rate
    
    
    MaturityInterest Rate SWAP, Cash Flow
    
    $175 million
    
    
    4.877
    %
    
    
    7/13/2017
   Distribution
  19




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##### Table of Contents



Report of Independent Registered Public Accounting Firm
 
     
 20




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##### Table of Contents



COLONIAL REALTY LIMITED PARTNERSHIP
 
 Item 2. Managements Discussion and Analysis of Financial Condition and Results of Operations
 Overview
  
    
    national and local economic, business and real estate conditions including, but
not limited to, the effect of demand for multifamily units, office and retail
rental space, the extent, strength and duration of any economic recovery, such as
the effects on demand for units and rental space and the creation of new
multifamily, office and retail developments, availability and creditworthiness of
tenants, the level of lease rents, and the availability of financing for both
tenants and us;
    
    adverse changes in real estate markets, including, but not limited to, the
extent of tenant bankruptcies, financial difficulties and defaults, the extent of
future demand for multifamily units and office and retail space in our core markets
and barriers of entry into new markets which we may seek to enter in the future,
the extent of decreases in rental rates, competition, our ability to identify and
consummate attractive acquisitions on favorable terms, our ability to consummate
any planned dispositions in a timely manner on acceptable terms;
    
    actions, strategies and performance of affiliates that we may not control or
companies in which we have made investments;
    
    changes in operating costs, including real estate taxes, utilities, and
insurance;
    
    legislative or other regulatory decisions, including government approvals,
actions and initiatives, including the need for compliance with environmental and
safety requirements, and changes in laws and regulations or the interpretation
thereof;
    
    effects of tax legislative action;
    
    our ability to continue to satisfy complex rules in order for us to maintain our
status as a Real Estate Investment Trust (REIT) for federal income tax purposes,
the ability of our operating partnership to satisfy the rules to maintain its
status as a partnership for federal income tax purposes, the ability of certain of
our subsidiaries to maintain their status as taxable REIT subsidiaries for federal
income tax purposes, and our ability and the ability of our subsidiaries to operate
effectively within the limitations imposed by these rules;
    
    effect of any rating agency downgrades on the cost and availability of new debt financings;
    
    level and volatility of interest rates or capital market conditions;
    
    effect of any terrorist activity or other heightened geopolitical crisis; and
    
    other factors affecting the real estate industry generally.
  General
 As used herein, the terms CRLP, we, us, our and Operating Partnership refer to
Colonial Realty Limited Partnership, a Delaware limited partnership, and its subsidiaries and other
affiliates, including, Colonial Properties Services Limited
Partnership, Colonial Property Services, Inc., and Colonial VRS L.L.C. or,
as the context may require, Colonial Realty Limited Partnership only. As used herein, the term
Company or the Trust includes Colonial Properties Trust, an Alabama real estate investment
trust, and one or more of its subsidiaries and other affiliates, including CRLP, Colonial
Properties Services Limited Partnership and Colonial Properties Services, Inc. or, as the context
may require, Colonial Properties Trust only.
 21




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22




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##### Table of Contents



Consolidated Properties
    
    
    Unconsolidated Properties
    
    
    Total PropertiesAs of and for the Quarter
    
    
    As of and for the Quarter
    
    
    As of and for the QuarterEnded June 30,
    
    
    Ended June 30,
    
    
    Ended June 30,2005
    
    
    2004
    
    
    2005
    
    
    2004
    
    
    2005
    
    
    2004Multifamily Properties (1)Physical Occupancy
    
    
    96.3
    %
    
    
    96.1
    %
    
    
    96.3
    %
    
    
    93.9
    %
    
    
    96.3
    %
    
    
    96.0
    %Same-Property Economic Occupancy (2)
    
    
    85.0
    %
    
    
    80.8
    %
    
    
    n/a
    
    
    
    n/a
    
    
    
    85.0
    %
    
    
    80.8
    %Same-Property NOI Growth (3)
    
    
    7.2
    %
    
    
    3.9
    %
    
    
    n/a
    
    
    
    n/a
    
    
    
    7.2
    %
    
    
    3.9
    %End of Month Scheduled Base
Rent per Unit per Month
    
    $
    788
    
    
    $
    827
    
    
    $
    790
    
    
    $
    717
    
    
    $
    792
    
    
    $
    824Capital Expenditures per Unit
    
    $
    128
    
    
    $
    164
    
    
    $
    289
    
    
    $
    129
    
    
    $
    137
    
    
    $
    163Office PropertiesPhysical Occupancy
    
    
    92.7
    %
    
    
    90.7
    %
    
    
    100.0
    %
    
    
    100.0
    %
    
    
    92.7
    %
    
    
    90.7
    %Same-Property NOI Growth (3)
    
    
    3.7
    %
    
    
    -13.8
    %
    
    
    n/a
    
    
    
    n/a
    
    
    
    3.7
    %
    
    
    -13.8
    %Base Rent per Square Foot
    
    $
    18.51
    
    
    $
    18.33
    
    
    $
    17.34
    
    
    $
    17.67
    
    
    $
    18.51
    
    
    $
    18.33Capital Expenditures per Square Foot
    
    $
    0.94
    
    
    $
    0.62
    
    
    
    
    
    
    
    
    
    
    $
    0.94
    
    
    $
    0.62Retail PropertiesSame-Property NOI Growth (3)
    
    
    1.1
    %
    
    
    2.5
    %
    
    
    16.8
    %
    
    
    -1.8
    %
    
    
    1.7
    %
    
    
    2.2
    %Regional Malls:Physical Occupancy
    
    
    92.9
    %
    
    
    91.2
    %
    
    
    83.4
    %
    
    
    86.9
    %
    
    
    92.5
    %
    
    
    90.9
    %Base Rent per Square Foot
    
    $
    22.42
    
    
    $
    22.07
    
    
    $
    28.66
    
    
    $
    31.04
    
    
    $
    23.11
    
    
    $
    22.89Tenant Gross Sales per Square Foot
    
    $
    272.94
    
    
    $
    277.43
    
    
    $
    253.68
    
    
    $
    267.98
    
    
    $
    271.04
    
    
    $
    275.56Shopping Centers:Physical Occupancy
    
    
    90.2
    %
    
    
    85.7
    %
    
    
    99.3
    %
    
    
    99.5
    %
    
    
    90.7
    %
    
    
    86.0
    %Base Rent per Square Foot
    
    $
    16.94
    
    
    $
    14.56
    
    
    $
    17.20
    
    
    $
    15.99
    
    
    $
    16.96
    
    
    $
    14.58Tenant Gross Sales per Square Foot
    
    $
    223.99
    
    
    $
    223.01
    
    
    $
    252.38
    
    
    $
    256.10
    
    
    $
    225.39
    
    
    $
    223.62
 
 (1)
    
    Same property and prior year performance metrics exclude Cornerstone performance as the merger was not completed
until April 1, 2005.(2)
    
    Economic Occupancy represents scheduled base rents, less vacancy loss, all concessions adjusted for straightline (including
but not limited to: renewals, move-ins, models, employee units), and bad debts divided by scheduled base rents.(3)
    
    NOI amounts are based on our segment data. See Note 7  Segment Information in our Notes to Consolidated Condensed
Financial Statements.  
    
    changes in job growth, household formation and population growth in our markets;
    
    changes in interest rates;
    
    supply and demand for apartment properties in our current markets; and
    
    competition, which could limit our ability to secure attractive investment
opportunities, lease apartment properties, or increase or maintain rents.
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##### Table of Contents



Results of Operations  Three Months Ended June 30, 2005 and 2004
 Minimum rent
 Tenant recoveries
 Other property related revenue
 Other non-property related revenue
 Total property operating expenses
 24




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##### Table of Contents



General and administrative expenses
 Depreciation and amortization expenses
 Interest expense
 Gains from sales of property
 Income from discontinued operations
 Results of Operations  Six Months Ended June 30, 2005 and 2004
 Minimum rent
 Tenant recoveries
 Other property related revenue
 Other non-property related revenue
 Total property operating expenses
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##### Table of Contents



General and administrative expenses
 Depreciation
and amortization expenses
 Interest expense
 Gains from sales of property
 Income from discontinued operations
 Liquidity and Capital Resources
 Short-Term Liquidity Needs
   26




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##### Table of Contents



Long-Term Liquidity Needs
        27




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##### Table of Contents



Investing Activities
    28




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##### Table of Contents



Distribution
  Critical Accounting Policies and Estimates
  Derivatives and Hedging
  Fair ValueAt June 30, 2005Interest
    
    
    
    
    
    
    Asset (Liability)Product Type
    
    Notional Value
    
    
    Rate
    
    
    Maturity
    
    
    (in thousands)Interest Rate SWAP, Cash Flow
    
    $11.2 million
    
    
    5.932
    %
    
    
    1/1/06
    
    
    $
    (127
    )Interest Rate CAP, Cash Flow
    
    $16.4 million
    
    
    4.840
    %
    
    
    4/1/06
    
    
    
    Interest Rate CAP, Cash Flow
    
    $25.9 million
    
    
    4.840
    %
    
    
    4/1/06
    
    
    
    Interest Rate CAP, Cash Flow
    
    $8.4 million
    
    
    4.840
    %
    
    
    4/1/06
    
    
    
    Interest Rate SWAP, Cash Flow
    
    $17.0 million
    
    
    7.380
    %
    
    
    5/5/06
    
    
    
    (299
    )Interest Rate CAP, Cash Flow
    
    $30.4 million
    
    
    11.200
    %
    
    
    7/3/06
    
    
    
    Interest Rate CAP, Cash Flow
    
    $19.7 million
    
    
    6.850
    %
    
    
    6/29/07
    
    
    
    1Interest Rate CAP, Cash Flow
    
    $16.7 million
    
    
    6.850
    %
    
    
    7/3/07
    
    
    
    1Interest Rate CAP, Cash Flow
    
    $10.0 million
    
    
    8.373
    %
    
    
    8/1/08
    
    
    
    1Interest Rate CAP, Cash Flow
    
    $14.9 million
    
    
    7.543
    %
    
    
    8/1/08
    
    
    
    3Interest Rate CAP, Cash Flow
    
    $7.4 million
    
    
    6.983
    %
    
    
    8/1/08
    
    
    
    3Interest Rate CAP, Cash Flow
    
    $6.2 million
    
    
    8.373
    %
    
    
    8/1/08
    
    
    
    1Interest Rate CAP, Cash Flow
    
    $13.3 million
    
    
    6.786
    %
    
    
    9/1/08
    
    
    
    8Interest Rate CAP, Cash Flow
    
    $5.5 million
    
    
    7.900
    %
    
    
    2/1/09
    
    
    
    2Interest Rate CAP, Cash Flow
    
    $17.6 million
    
    
    8.100
    %
    
    
    2/1/09
    
    
    
    5Interest Rate SWAP, Fair Value
    
    $100.0 million
    
    
    4.803
    %
    
    
    4/1/11
    
    
    
    3,197Interest Rate SWAP, Cash Flow
    
    $250.0 million
    
    
    4.721
    %
    
    
    8/3/15
    
    
    
    (7,927
    )Interest Rate SWAP, Cash Flow
    
    $200.0 million
    
    
    4.830
    %
    
    
    2/15/16
    
    
    
    (7,066
    )Tax Exempt HedgesInterest Rate CAP, Cash Flow
    
    $12.8 million
    
    
    6.000
    %
    
    
    7/1/2008
    
    
    
    2Interest Rate CAP, Cash Flow
    
    $22.4 million
    
    
    6.000
    %
    
    
    7/1/2008
    
    
    
    4Interest Rate CAP, Cash Flow
    
    $9.9 million
    
    
    6.000
    %
    
    
    7/1/2008
    
    
    
    2
   29




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##### Table of Contents



Inflation
   
 Item 3. Quantitative and Qualitative Disclosures about Market Risk
    
 Item 4. Controls and Procedures.
     30




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##### Table of Contents



COLONIAL REALTY LIMITED PARTNERSHIP
PART II OTHER INFORMATION
 
 Item 2. Unregistered Sales of Equity Securities and Use of Proceeds
  31




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##### Table of Contents



Item 6. Exhibits.
 3.1
    
    Articles of Amendment to Declaration of Trust of
Colonial Properties Trust
    
    Incorporated by reference to Exhibit
3.1 to the Trusts Current Report on
Form
8-K filed with the SEC on April 7, 20053.2
    
    Ninth Amendment to Third Amended and Restated
Agreement of Limited Partnership of Colonial
Realty Limited Partnership, dated April 1, 2005
    
    Incorporated by reference to Exhibit
10.2 to the Trusts Current Report on
Form
8-K filed with the SEC on April 7, 200510.1
    
    Contribution Agreement between Colonial Realty
Limited Partnership and Colonial Properties
Trust, dated April 1, 2005
    
    Incorporated by reference to Exhibit
10.1 to the Trusts Current Report on
Form
8-K filed with the SEC on April 7, 200510.2
    
    Form of Restricted Share Agreement (20% per year
vesting)
    
    Incorporated by reference to Exhibit
10.1 to the Trusts Current Report on
Form
8-K filed with the SEC on May 3, 200510.3
    
    Form of Restricted Share Agreement (50%/25%/25%
vesting)
    
    Incorporated by reference to Exhibit
10.2 to the Trusts Current Report on
Form
8-K filed with the SEC on May 3, 200510.4
    
    Form of Restricted Share Agreement (33 1/3% per
year vesting)
    
    Incorporated by reference to Exhibit
10.3 to the Trusts Current Report on
Form
8-K filed with the SEC on May 3, 200510.5
    
    Form of Restricted Share Agreement (60%/40%
vesting)
    
    Incorporated by reference to Exhibit
10.4 to the Trusts Current Report on
Form
8-K filed with the SEC on May 3, 200510.6
    
    Form of Restricted Share Agreement (eighth
anniversary vesting)
    
    Incorporated by reference to Exhibit
10.5 to the Trusts Current Report on
Form
8-K filed with the SEC on May 3, 200510.7
    
    Form of Share Option Agreement (20% per year
vesting)
    
    Incorporated by reference to Exhibit
10.6 to the Trusts Current Report on
Form
8-K filed with the SEC on May 3, 200512.1
    
    Ratio of Earnings to Fixed Charges
    
    Filed herewith15
    
    Letter re: Unaudited Interim Financial Information
    
    Filed herewith31.1
    
    CEO Certification pursuant to Section 302 of the
Sarbanes-Oxley Act of 2002
    
    Filed herewith31.2
    
    CFO Certification pursuant to Section 302 of the
Sarbanes-Oxley Act of 2002
    
    Filed herewith32.1
    
    CEO Certification pursuant to Section 906 of the
Sarbanes-Oxley Act of 2002
    
    Filed herewith32.2
    
    CFO Certification pursuant to Section 906 of the
Sarbanes-Oxley Act of 2002
    
    Filed herewith
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##### Table of Contents



SIGNATURES
  COLONIAL REALTY LIMITED PARTNERSHIP,A Delaware limited partnershipBy: Colonial Properties Trust,Its General PartnerDate: August 9, 2005
    
    /s/ Weston M. AndressWeston M. AndressChief Financial OfficerDate: August 9, 2005
    
    /s/ John E. TomlinsonJohn E. TomlinsonExecutive Vice President andChief Accounting Officer(Principal Accounting Officer)
 33