SECURITIES AND EXCHANGE COMMISSION
Washington, D. C. 20549
FORM 10-Q
Quarterly Report Pursuant to Section 13 or 15(d) of the Securities Exchange
Act of 1934
For the Quarterly Period Ended: June 30,1996
Commission File Number: 1-12358
COLONIAL PROPERTIES TRUST
(Exact name of registrant as specified in its charter)
Alabama 59-7007599
(State of organization) (IRS Employer Identification Number)
2101 Sixth Avenue North 35203
Suite 750 (Zip Code)
Birmingham, Alabama
(Address of principal executive offices)
(205) 250-8700
(Registrant's telephone number, including area code)
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 (or for such shorter period that the
registrant was required to file such reports) and (2) has been subject to such
filing requirements for the past 90 days. YES x NO ___
As of August 13, 1996 Colonial Properties Trust had 17,655,826 Common
Shares of Beneficial Interest outstanding.
<PAGE>
COLONIAL PROPERTIES TRUST
INDEX TO FORM 10-Q
PART I: FINANCIAL INFORMATION
Item 1. Financial Statements (Unaudited)
Consolidated Condensed Balance Sheets as of
June 30, 1996 and December 31, 1995
Consolidated Condensed Statements of Income for the Three Months
Ended June 30, 1996 and 1995 and for the Six Months Ended June
30, 1996 and 1995
Consolidated Condensed Statements of Cash Flows
for the Six Months Ended June 30, 1996 and 1995
Notes to Consolidated Condensed Financial Statements
Report of Independent Accountants
Item 2. Management's Discussion and Analysis of Financial
Condition and Results of Operations
PART II: OTHER INFORMATION
Item 4. Submission of Matters to a Vote of Security Holders
Item 6. Exhibits and Reports on Form 8-K
SIGNATURES
EXHIBIT
<PAGE>
<TABLE>
COLONIAL PROPERTIES TRUST
CONSOLIDATED CONDENSED BALANCE SHEETS
--------------------
<CAPTION>
June 30,1996
(Unaudited) December 31, 1995
ASSETS ------------ -----------------
<S> <C> <C>
Land, buildings, & equipment, net $689,961,702 $624,517,030
Undeveloped land/construction in progress 77,639,021 32,640,381
Cash and equivalents 1,820,931 1,588,197
Restricted cash 2,169,095 2,079,796
Accounts receivable, net 1,503,426 2,282,428
Prepaid expenses 3,461,686 3,700,278
Deferred debt and lease costs, net 4,753,139 3,452,044
Investments 5,317,620 5,890,233
Other assets 4,990,160 4,971,667
------------ -----------
$791,616,780 $681,122,054
============ ============
LIABILITIES AND SHAREHOLDERS' EQUITY
Notes and mortgages payable $354,885,585 $354,099,770
Accounts payable 13,715,037 11,601,811
Accrued expenses 6,387,344 2,083,032
Tenant deposits 2,806,824 2,401,604
Unearned rent 385,117 843,642
------------ -----------
Total liabilities 378,179,907 371,029,859
Minority interest 132,457,443 119,199,440
Common shares of beneficial interest,
$.01 par value, 50,000,000 shares.
authorized; 17,655,758 and 13,044,935
shares issued and outstanding at
June 30, 1996 and December 31, 1995,
respectively 176,557 130,449
Additional paid-in capital 302,206,188 205,884,198
Cumulative earnings 34,794,723 23,261,761
Cumulative distributions (55,730,378) (38,080,357)
Deferred compensation on restricted shares (467,660) (303,296)
------------ ------------
Total shareholders' equity 280,979,430 190,892,755
------------ ------------
$791,616,780 $681,122,054
============ =============
<FN>
The accompanying notes are an integral part of these financial statements.
</FN>
</TABLE>
<PAGE>
<TABLE>
COLONIAL PROPERTIES TRUST
CONSOLIDATED CONDENSED STATEMENTS OF INCOME
(Unaudited)
---------------------
<CAPTION>
Three Months Ended Six Months Ended
June 30, June 30,
---------------------- ------------------------
1996 1995 1996 1995
---------- ----------- --------- -----------
<S> <C> <C> <C> <C>
Revenue:
Rent $30,815,831 $25,743,804 $59,393,311 $50,405,522
Other 1,008,674 1,038,240 2,038,148 1,884,563
----------- ---------- ---------- ----------
Total revenue 31,824,505 26,782,044 61,431,459 52,290,085
----------- ---------- ---------- ----------
Property operating expenses:
General operating expenses 2,191,186 1,985,630 4,541,943 3,865,716
Salaries and benefits 2,274,592 1,808,875 4,127,627 3,509,118
Repairs and maintenance 3,320,269 2,573,167 6,147,126 4,865,056
Taxes, licenses,
and insurance 2,862,519 2,289,423 5,533,951 4,572,852
General and administrative 727,254 1,358,872 1,565,383 2,565,043
Depreciation 5,254,430 4,407,248 10,002,359 8,719,316
Amortization 443,393 574,476 990,478 1,101,144
----------- ----------- ---------- ----------
Total operating expenses 17,073,643 14,997,691 32,908,867 29,198,245
----------- ----------- ---------- ----------
Income from operations 14,750,862 11,784,353 28,522,592 23,091,840
----------- ----------- ---------- ----------
Other income (expense):
Interest expense (5,140,379) (6,081,084) (10,230,852)(12,387,321)
Income from investments (42,184) 44,829 (43,735) 107,476
Gains from Sale of Property 14,762 (128) 14,762 175,450
----------- ----------- ---------- ----------
Total other expense (5,167,801) (6,036,383) (10,259,825)(12,104,395)
----------- ----------- ---------- -----------
Income before extraordinary
item and Minority Interest
in CRLP 9,583,061 5,747,970 18,262,767 10,987,445
Extraordinary loss from early
extinguishment of debt (159,610) -0- (478,240) 0
----------- ----------- ----------- ----------
Income before minority
interest in CRLP 9,423,451 5,747,970 17,784,527 10,987,445
Minority interest in income
of CRLP 3,478,196 2,485,422 6,251,565 4,879,862
----------- ----------- ----------- ----------
Net income $ 5,945,255 $ 3,262,548 $11,532,962 $6,107,583
=========== =========== =========== ==========
Net income per share $ 0.34 $ 0.30 $ 0.67 $ 0.60
=========== =========== =========== ==========
Weighted average common
shares outstanding 17,655,276 10,721,176 17,095,519 10,159,114
=========== =========== =========== ==========
<FN>
The accompanying notes are an integral part of these financial statements.
</FN>
</TABLE>
<PAGE>
<TABLE>
COLONIAL PROPERTIES TRUST
CONSOLIDATED CONDENSED STATEMENTS OF CASH FLOWS
(Unaudited)
-------------------
Six Months Ended
June 30,
-----------------------
1996 1995
--------- -------
<S> <C> <C>
Cash flows from operating activities:
Net income $11,532,962 $6,107,583
Adjustments to reconcile net income
to net cash provided by operating
activities:
Depreciation and amortization 10,992,837 9,820,460
Provision for doubtful accounts 24,229 119,391
Gains from sales of property (14,762) (175,450)
Income (loss) from investments 43,735 (107,476)
Minority interest in income of CRLP 6,251,565 4,879,862
Decrease (increase) in:
Restricted cash (89,299) (1,004,063)
Accounts receivable 754,773 980,982
Prepaid expenses 412,080 310,775
Other assets (482,914) (1,107,179)
Increase (decrease) in:
Accounts payable 2,113,226 (1,315,091)
Accrued expenses 4,038,654 3,714,413
Tenant deposits 208,345 192,861
Unearned rent (458,525) 367,981
Net cash provided by operating ---------- ----------
activities 35,326,906 22,785,049
---------- ----------
Cash flows from investing activities:
Property acquisition costs paid (34,856,523) (24,305,682)
Development expenditures (48,059,623) (7,059,377)
Tenant Improvements (325,604) (635,788)
Capital Expenditures (2,579,582) (955,920)
Proceeds from sales of property 14,762 328,733
Distributions from investments 531,878 494,471
Capital contributions to investments (3,000) (146,600)
---------- ----------
Net cash used in investing activities (85,277,692) (32,280,163)
---------- ----------
Cash flows from financing activities:
Proceeds from stock issuance,
net of expenses paid 106,867,004 73,761,381
Proceeds from Dividend
Reinvestment Plan 74,058 -0-
Principal reductions of debt (35,918,815) (35,805,384)
Proceeds from additional borrowings 500,000 61,520,000
Change in revolving credit balances 6,256,632 (93,173,744)
Capital distributions (17,650,021) (9,111,745)
Distributions to minority partners
in CRLP (8,141,022) (6,066,484)
Payment of mortgage financing cost (1,804,316) (673,383)
Net cash provided by financing ---------- ----------
activities 50,183,520 (9,549,359)
---------- ----------
Increase (decrease) in cash
and equivalents 232,734 (19,044,473)
Cash and equivalents, beginning of period 1,588,197 20,733,110
---------- ----------
Cash and equivalents, end of period $1,820,931 $1,688,637
========== ==========
<FN>
The accompanying notes are an integral part of these financial statements.
</FN>
</TABLE>
<PAGE>
COLONIAL PROPERTIES TRUST
NOTES TO CONSOLIDATED
CONDENSED FINANCIAL STATEMENTS
June 30, 1996
(Unaudited)
Note 1 -- Basis of Presentation
The accompanying unaudited consolidated condensed financial statements
have been prepared by management in accordance with generally accepted
accounting principles for interim financial reporting and in conjunction with
the rules and regulations of the Securities and Exchange Commission. In the
opinion of management, all adjustments considered necessary for a fair
presentation have been included. These financial statements should be read in
conjunction with the information included in the Company's Annual Report as
filed with the Securities and Exchange Commission on Form 10-K for the year
ended December 31, 1995. The December 31, 1995 balance sheet data presented
herein was derived from audited financial statements but does not include all
disclosures required by generally accepted accounting principles.
Note 2 -- Increase in Revolving Credit Agreement
On June 4, 1996, the Company increased its unsecured line of credit from
$75 million to $110 million. The credit facility, which is used by the Company
primarily to finance additional property investments, bears interest at a rate
ranging between 125 and 175 basis points above LIBOR. The credit facility is
renewable annually in December with approval of all parties and provides for a
two year amortization in the event of non-renewal.
Note 3 -- Debt Refinancing
On June 28, 1996, the Company refinanced loans secured by five of the
Company's multifamily properties and representing a total of approximately $53.0
million in outstanding indebtedness. The refinanced loans are financed through
tax-exempt bonds which are credit enhanced by Fannie Mae. These loans require
monthly interest payments through June 2006 and principal and interest payments
from July 2006 through June 2026. The loans bear interest at a variable rate,
determined weekly at the rate necessary to produce a bid in the process of
remarketing the bonds. The interest rate (including the credit enhancement fee)
for these loans as of June 30, 1996 was 4.25%.
Note 4 -- Debt Offering
On July 22, 1996, the Company completed a $130 million public offering of
unsecured senior notes by its subsidiary Colonial Realty Limited Partnership.
The securities, which received a rating of Baa3 from Moody's Investor Service
and a rating of BBB- from Standard & Poor's Ratings Group, were issued in two
series of $65 million each requiring bi-annual payments of interest only. The
five-year series, which matures in July 2001, bears interest at 7.50% and was
priced at a spread of 95 basis points over the five year treasury bond. The
ten-year series, which matures in July 2006, bears interest at 8.05% and was
priced at a spread of 128 basis points over the ten year treasure bond. The
Company used the proceeds of the offering to repay the $85,977,000 balance
outstanding on the Company's line of credit and to fund the $41 million cash
portion of the acquisition of a retail mall in Myrtle Beach, South Carolina. The
remainder of the proceeds were used to fund development activity currently in
progress. After the application of the net proceeds, the Company's line of
credit is fully available to finance additional acquisitions and development.
Note 5 -- Acquisitions
On June 19, 1996, the Company acquired 12.5 acres of land located in
Bradenton, Florida. The land was acquired at a purchase price of $984,000
pursuant to an option acquired as part of a previous land purchase in November
1995. The Company intends to use the land to expand its multifamily community
located in Bradenton at a total cost of approximately $9.1 million, including
the land acquisition costs. The land acquisition was and the development
expenditures are expected to be funded through advances on the Company's line of
credit.
On July 1, 1996, the Company acquired 49.8 acres of land located in Macon,
Georgia for a purchase price of $1,440,000 from Colonial Commercial Investments,
Inc. The purchase price, which was determined pursuant to an option acquired at
the time of the Company's IPO in September 1993, was paid through the issuance
of 58,466 limited partnership units of Colonial Realty Limited Partnership. The
Board of Trustees unanimously approved the transaction with trustees James K.
Lowder and Thomas H. Lowder (owners of Colonial Commercial Investments, Inc.)
abstaining from the vote. The Company intends to use the land to develop a
480-unit multifamily apartment community. Construction of the 240-unit first
phase is expected to be completed by the fourth quarter of 1997 at a total cost
of approximately $12.8 million. Construction expenditures are expected to be
financed through advances on the Company's line of credit.
On July 23, 1996, the Company acquired a 488,000 square foot retail mall
located in Myrtle Beach, South Carolina for a purchase price of $42.2 million.
The Company used proceeds from its recent debt offering along with the issuance
of 48,905 limited partnership units of Colonial Realty Limited Partnership to
finance the acquisition. The limited partnership units have been allocated to
expansion land acquired as part of the acquisition and, as such, will not be
eligible to receive partnership distributions for 24 months after closing.
Note 6 -- Distribution
On July 25, 1996, a cash distribution was declared to shareholders of the
Company and partners of Colonial Realty Limited Partnership (CRLP) in the amount
of $0.50 per share and per unit, totaling $12,990,000. The distribution was made
to shareholders and partners of record as of August 5, 1996 and was paid on
August 12, 1996.
<PAGE>
REPORT OF INDEPENDENT ACCOUNTANTS
To the Trustees
Colonial Properties Trust
We have reviewed the accompanying consolidated balance sheets of Colonial
Properties Trust as of June 30, 1996 and 1995, and the related consolidated
condensed statements of income and cash flows for the three-month and six-month
periods then ended. These financial statements are the responsibility of the
Company's management.
We conducted our review in accordance with standards established by the
American Institute of Certified Public Accountants. A review of interim
financial information consists principally of applying analytical procedures to
financial data and making inquiries of persons responsible for financial and
accounting matters. It is substantially less in scope than an audit conducted in
accordance with generally accepted auditing standards, the objective of which is
the expression of an opinion regarding the financial statements taken as a
whole. Accordingly, we do not express such an opinion.
Based on our review, we are not aware of any material modifications that
should be made to the accompanying condensed consolidated financial statements
for them to be in conformity with generally accepted accounting principles.
We have previously audited, in accordance with generally accepted auditing
standards, the consolidated balance sheet as of December 31, 1995, and the
related consolidated statements of operations, shareholders' equity, and cash
flows for the year then ended (not presented herein); and in our report dated
January 25, 1996, we expressed an unqualified opinion on those consolidated
financial statements. In our opinion, the information set forth in the
accompanying consolidated condensed balance sheet as of December 31, 1995, is
fairly stated in all material respects in relation to the consolidated balance
sheet from which it has been derived.
COOPERS & LYBRAND L.L.P.
Birmingham, Alabama
July 23, 1996
<PAGE>
COLONIAL PROPERTIES TRUST
Item 2. Management's Discussion and Analysis of Financial Condition and
Results of Operations
General
The following discussion should be read in conjunction with management's
discussion and analysis of financial condition and results of operations and all
of the other information appearing in the Company's 1995 Annual Report as filed
with the Securities and Exchange Commission on Form 10-K and with the financial
statements included therein and the notes thereto.
Results of Operations -- Three Months Ended June 30, 1996 and 1995
Revenue -- Total revenue increased by $5,042,000, or 18.8%, for the second
quarter of 1996 when compared to the second quarter of 1995. Of this increase,
$4,834,000 represents revenues generated by properties acquired or developed
during 1995 and 1996. Revenues also decreased $508,000 during the second quarter
of 1996 when compared to the second quarter of 1995 due to one-time revenues
received from lease cancellations during the second quarter of 1995. The
$716,000 remainder of the increase in revenues when comparing the second quarter
of 1996 to the second quarter of 1995 represents an increase in rents charged to
tenants.
Operating Expenses--Operating expenses increased by $2,076,000, or 13.8%,
for the second quarter of 1996 when compared to the second quarter of 1995.
Expenses incurred by properties acquired during 1995 and 1995 increased
operating expenses by $2,280,000. Operating expenses also decreased by $675,000
due to the decrease in a reserve for certain state contigencies of $350,000
during the second quarter of 1996 compared to an increase of $325,000 in this
reserve during the second quarter of 1995. The $471,000 remainder of the
increase in operating expenses when comparing the second quarter of 1996 to the
second quarter of 1995 represents an increase in expenses incurred by existing
properties.
Other Income (Expense)-- Interest Expense decreased by $941,000, or 15.5%,
for the second quarter of 1996 when compared to the second quarter of 1995.
Interest expense decreased $466,000 due to the decrease in indebtedness which
was repaid through a portion of the Company's equity offering proceeds in
January 1996, net of interest incurred on additional acquisition and development
activity. Interest expense also decreased by $801,000 due to the capitalization
of $932,000 in interest on construction expenditures during the second quarter
of 1996 compared to $131,000 capitalized during the second quarter of 1995.
Results of Operations -- Six Months Ended June 30, 1996 and 1995
Revenue -- Total revenue increased by $9,141,000, or 17.5%, for the six months
ended June 30, 1996, when compared to the six months ended June 30, 1995. Of
this increase $7,814,000 represents revenues generated by properties acquired or
developed in 1995 or 1996. Revenues also decreased $508,000 during the first
half of 1996 when compared to the first half of 1995 due to one-time revenues
received from lease cancellations during the second quarter of 1995. The
$1,835,000 remainder of the increase in revenues when comparing the first half
of 1996 to the first half of 1995 represents an increase in rents charged to
tenants.
Operating Expenses -- Operating expenses increased by $3,711,000, or 12.7%, for
the six months ended June 30, 1996 when compared to the six months ended June
30, 1995. Expenses incurred by properties acquired during 1995 and 1996
increased operating expenses by $3,589,000. Operating expenses also decreased by
$1,075,000 due to the decrease in a reserve for certain state tax contigencies
of $650,000 during the first half of 1996 compared to an increase of $425,000 in
this reserve during the first half of 1995. The $1,197,000 remainder of the
increase in operating expenses when comparing the first half of 1996 to the
first half of 1995 represents an increase in expenses incurred by existing
properties.
Other Income and Expenses -- Interest expense decreased $2,156,000, or 17.4%,
for the six months ended June 30, 1996, when compared to the six months ended
June 30, 1995. Interest expense decreased $859,000 due to the decrease in
indebtedness which was repaid through a portion of the Company's equity offering
proceeds in January 1996, net of interest incurred on additional acquisition and
development activity. Interest expense also decreased by $1,351,000 due to the
capitalization of $1,565,000 in interest on construction expenditures during the
first half of 1996 compared to $214,000 capitalized during the first half of
1995.
Liquidity and Capital Resources
As of June 30, 1996, the Company had one bank line of credit providing for
total borrowings of $110 million. The line, which is used by the Company
primarily to finance property acquisitions and development, bears interest at a
rate ranging between LIBOR plus 125 to LIBOR plus 175 basis points and expires
in December 1998. The balance outstanding on this line at June 30, 1996 was
$85,139,000.
On July 22, 1996, the Company completed a $130 million public offering of
unsecured senior notes by its subsidiary Colonial Realty Limited Partnership.
The securities, which received a rating of Baa3 from Moody's Investor Service
and a rating of BBB- from Standard & Poor's Ratings Group, were issued in two
series of $65 million each requiring bi-annual payments of interest only. One
series, which matures in July 2001, bears interest at 7.50% and was priced at a
spread of 95 basis points over the five year treasury bond. The other series,
which will mature in July 2006, bears interest at 8.05% and was priced at a
spread of 128 basis points over the ten year treasure bond. The Company used the
proceeds of the offering to repay the $85,977,000 balance outstanding on the
Company's line of credit and to fund the $41 million cash portion of the
acquisition of a retail mall in Myrtle Beach, South Carolina. The remainder of
the proceeds were used to fund development activity currently in progress. After
the application of the net proceeds, the Company's line of credit is fully
available to finance additional acquisitions and development.
Management intends to replace significant borrowings that may accumulate
under the bank line of credit with funds generated from the sale of additional
equity securities and/or permanent financing, as market conditions permit.
Management believes that these potential sources of funds, along with the
possibility of issuing limited partnership units of Colonial Realty Limited
Partnership in exchange for properties, will provide the Company with the means
to finance additional acquisitions. Management anticipates that its net cash
provided by operations and its existing cash balances will provide the necessary
funds on a short- and long-term basis to cover its operating expenses, interest
expense on outstanding indebtedness, recurring capital expenditures, and
dividends to shareholders in accordance with Internal Revenue Code requirements
applicable to real estate investment trusts.
Funds from Operations
"Funds from Operations", as defined by the National Association of Real
Estate Investment Trusts (NAREIT) and as used herein, means net income (loss)
(computed in accordance with generally accepted accounting principles, excluding
gains (or losses) from debt restructuring and sales of property, plus
depreciation and amortization, and after adjustments for unconsolidated
partnerships and joint ventures. Adjustments for unconsolidated partnerships and
joint ventures are calculated to reflect funds from operations on the same
basis. Industry analysts generally consider Funds from Operations (FFO) an
appropriate measure of performance of an equity REIT, and the Company considers
funds from operations in evaluating property acquisitions and its operating
performance. Funds from Operations does not represent cash generated from
operating activities in accordance with generally accepted accounting principles
(which unlike FFO, generally reflects all cash effects of transactions and other
events that enter into the determination of net income), is not necessarily
indicative of cash flow available to fund cash needs, and should not be
considered an alternative to net income as an indication of the Company's
operating performance or to cash flow as a measure of liquidity or the ability
to make distributions.
In February 1995 NAREIT established new guidelines "clarifying" its
definition of FFO. For the Company, the primary impact of this change was a
reduction in FFO for the amortization of capitalized debt costs. Under NAREIT's
new definition, the Company's FFO for the second quarter of 1996 and 1995 and
six months ended June 30, 1996 and 1995 was calculated as follows:
<TABLE>
<CAPTION>
Three Months Ended Six Months Ended
June 30, June 30,
--------------------- -----------------
1996 1995 1996 1995
------ ------ ------ ------
<S> <C> <C> <C> <C>
Net Income $ 5,945,000 $ 3,263,000 11,533,000 6,108,000
Adjustments:
Minority Interest in CRLP 3,478,000 2,485,000 6,252,000 4,880,000
Depreciation 5,402,000 4,574,000 10,292,000 9,052,000
Gains from Sale of Property (15,000) -0- (15,000) (176,000)
Extraordinary Loss 160,000 -0- 478,000 -0-
----------- ---------- ---------- ----------
$14,970,000 10,322,000 28,540,000 19,864,000
=========== ========== ========== ==========
</TABLE>
<PAGE>
COLONIAL PROPERTIES TRUST
PART II -- OTHER INFORMATION
Item 4. Submission of Matters to a Vote of Security Holders.
The Annual Meeting of Shareholders of Colonial Properties Trust was held on
April 25, 1996. The following is a tabulation of the voting on each proposal
presented at the Annual Meeting and a listing of trustees whose term of office
as a trustee continued after the meeting:
Proposal 1 -- Election of Trustees
Term Votes
Expires Votes For Withheld
------------ -------------- --------------
Elected Trustees:
Claude B. Nielsen 1999 13,574,172 42,218
Donald T. Senterfitt 1999 13,526,772 89,618
Continuing Trustees:
--------------------
Carl F. Bailey 1997
Thomas H. Lowder 1997
Harold W. Ripps 1997
M. Miller Gorrie 1998
James K. Lowder 1998
Herbert A. Meisler 1998
Proposal 2 -- Ratification of Appointment of Independent Auditors
Votes For 13,554,823
Votes Against 43,210
Votes Withheld 18,357
Broker Non-Votes -0-
Item 6. Exhibits and Reports on Form 8-K.
(a) Exhibits
15. Letter re: Unaudited Interim Financial Information
<PAGE>
SIGNATURES
Pursuant to the requirements of the Securities Exchange Act of 1934, the
registrant has duly caused this amendment to be signed on its behalf by the
undersigned hereunto duly authorized.
COLONIAL PROPERTIES TRUST
Date: August 14, 1996 /s/ Douglas B. Nunnelley
------------------------
Douglas B. Nunnelley
Senior Vice President
and Chief Financial Officer
Date: August 14, 1996 /s/ Douglas B. Nunnelley
------------------------
Douglas B. Nunnelley
Senior Vice President
and Chief Financial Officer
(Duly Authorized Officer
and Principal Financial Officer)
Date: August 14, 1996 /s/ Kenneth E Howell
--------------------
Kenneth E. Howell
Vice President, Controller,
and Secretary
(Principal Accounting Officer)
<PAGE>
Securities and Exchange Commission
450 Fifth Street, N. W.
Washington, D. C. 20549
Re: Colonial Properties
Trust
(File No. 1-12358)
Registration on Form
S-8
Registrations on Form
S-3
We are aware that our report dated July 23, 1996 on our review of interim
financial information of Colonial Properties Trust for the quarters ended June
30, 1996 and 1995 and included in the Company's quarterly report on Form 10-Q
for the quarters then ended is incorporated by reference in the registration
statements on Form S-8 related to certain restricted shares and stock options
filed on September 29, 1994, Form S-3 related to the Shelf Registration filed on
February 17, 1995, and Form S-3 related to the Dividend Reinvestment Plan filed
on April 11, 1995. Pursuant to Rule 436(c) under the Securities Act of 1933,
this report should not be considered a part of the registration statement
prepared or certified by us within the meaning of Sections 7 and 11 of that Act.
COOPERS & LYBRAND L.L.P.
Birmingham, Alabama
July 23, 1996
<TABLE> <S> <C>
<ARTICLE> 5
<CIK> 0000909111
<NAME> Colonial Properties Trust
<MULTIPLIER> 1
<CURRENCY> U.S. Dollars
<S> <C>
<PERIOD-TYPE> 6-MOS
<FISCAL-YEAR-END> Dec-31-1996
<PERIOD-START> Jan-01-1996
<PERIOD-END> Jun-30-1996
<EXCHANGE-RATE> 1.000
<CASH> 1,820,931
<SECURITIES> 0
<RECEIVABLES> 1,503,426
<ALLOWANCES> 24,229
<INVENTORY> 0
<CURRENT-ASSETS> 0
<PP&E> 778,959,825
<DEPRECIATION> 89,782,651
<TOTAL-ASSETS> 791,616,780
<CURRENT-LIABILITIES> 0
<BONDS> 354,885,585
0
0
<COMMON> 176,557
<OTHER-SE> 280,802,873
<TOTAL-LIABILITY-AND-EQUITY> 791,616,780
<SALES> 0
<TOTAL-REVENUES> 61,431,459
<CGS> 0
<TOTAL-COSTS> 32,908,867
<OTHER-EXPENSES> 43,735
<LOSS-PROVISION> 0
<INTEREST-EXPENSE> 10,230,852
<INCOME-PRETAX> 0
<INCOME-TAX> 0
<INCOME-CONTINUING> 11,054,722
<DISCONTINUED> 0
<EXTRAORDINARY> 478,240
<CHANGES> 0
<NET-INCOME> 11,532,962
<EPS-PRIMARY> .34
<EPS-DILUTED> .34
</TABLE>
