SECURITIES AND EXCHANGE COMMISSION
Washington, D. C. 20549
FORM 8-K
Current Report Pursuant to Section 13 or 15(d) of the Securities Exchange Act
of 1934
Date of Report (Date of earliest event Commission File Number: 1-12358
reported): October 9, 1995
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)
<PAGE>
COLONIAL PROPERTIES TRUST
Item 5. Other Events
Colonial Properties Trust (the Company), an Alabama real estate investment trust
whose common shares are listed on the New York Stock Exchange under the symbol
CLP, owns and operates commercial real estate through Colonial Realty Limited
Partnership, a Delaware limited partnership and the "Operating Partnership" of
Colonial Properties Trust. Through the Operating Partnership the Company has
acquired seven multifamily apartment communities in Alabama and Georgia and five
retail centers in Florida and South Carolina (the Acquired Properties). The
terms of the acquisitions, which were determined as a result of arms length
negotiations between the sellers of the properties and the Company, are set
forth in Real Estate Sales Contracts. The following summary of the material
terms of the transactions is qualified in its entirety by the terms of the
transactions as set forth in such contracts.
Terms of Acquisition
The 12 Acquired Properties total 1,505 apartment units and 1.3 million square
feet of retail space and were purchased at a combined purchase price of
$179.2 million. These acquisitions increase the Company's multifamily
portfolio to 13,039 apartment units, increase the Company's retail portfolio
to 5.7 million square feet, and increase the Company's expanding retail
presence in central Florida to 2.1 million square feet. In association with
six of the acquisitions, the Company assumed existing mortgages totaling
$40.5 million. The remainder of the purchase price of the Acquired
Properties was financed through the issuance of limited partnership units in
the Operating Partnership and advances on the Company's unsecured line of
credit.
Description of Property
Northdale Cour--Tampa, Florida
On October 9, 1995, the Company acquired Northdale Court, a 191,000 square
foot shopping center in Tampa, Florida. Anchor tenants include Beall's, T.J.
Maxx, Cobb Theaters, and Jo-Ann Fabrics. The center was acquired for a
purchase price of approximately $11.1 million, plus a reserve for capital
expenditures of $150,000. The acquisition was funded through an advance on
the Company's unsecured line of credit.
Spring Creek Apartments--Macon, Georgia
On April 2, 1996, the Company acquired Spring Creek Apartments, a 296-unit
luxury multifamily community in Macon, Georgia at a purchase price of $14.4
million which was financed through an advance on the Company's unsecured line
of credit. Spring Creek was constructed in two phases completed in 1992 and
1994. The development consists of 33 two-story buildings and a separate
clubhouse on approximately 27 acres of land. Amenities include two swimming
pools, a fitness center, and racquetball and tennis courts. The average unit
size is 1,108 square feet with average unit market rent of $610 per month.
Crowne Chase Apartments--Birmingham, Alabama
On April 16, 1996, the Company acquired Crowne Chase Apartments, a 244-unit
luxury multifamily community in Birmingham, Alabama. Crowne Chase was
acquired for a purchase price of $13.7 million which was financed through an
advance on the Company's unsecured line of credit. The development, which
was constructed in 1994, consists of 16 two-story buildings and a separate
clubhouse on approximately 20.3 acres. Amenities include a fitness center, a
swimming pool with sauna, lighted tennis courts, and breathtaking landscaping
and waterscaping. The average unit size is 1,033 square feet, and the
average unit market rent is $660 per month.
Crowne Point Apartment--Birmingham, Alabama
On May 14, 1996, the Company also acquired Crowne Point Apartments, a
392-unit complex comprising 26 two-story buildings in a suburb of Birmingham,
Alabama. The buildings were constructed in two phases in 1987 and 1991.
Crowne Point was acquired for a purchase price of $23.1 million which was
financed through an advance on the Company's unsecured line of credit, less
the assumption of a mortgage with a balance of $12.4 million which bears
interest at 8.0%. Crowne Point;s amenities include a recreational building,
two swimming pools, a clubhouse with an exercise room, and lighted tennis
courts.
Pointe West Apartments and Ashford Place Apartments--Mobile, Alabama
On May 1, 1996, the Company acquired Pointe West Apartments in Mobile,
Alabama. Pointe West was completed in 1981 and consists of 104 units in 14
two-story buildings with a separate clubhouse on approximately 7.6 acres of
land. The average unit size of Pointe West is 1,100 square feet with an
average market rent of $578 per month.
Also on May 1, 1996, the Company acquired Ashford Place Apartments in Mobile,
Alabama. Ashford Place was completed in 1983 and consists of 168 units in 11
two-story buildings with a separate clubhouse on approximately 8.8 acres of
land. The average unit size of Ashford Place is 805 square feet with an
average market rent of $462 per month.
Both properties offer a swimming pool, exercise room, a fireplace in each
unit, and controlled access parking. Pointe West also offers covered parking
to its residents.
The combined purchase price of approximately $10.9 million for Ashford Place
and Pointe West was paid through the issuance of 182,804 limited partnership
units of Colonial Realty Limited Partnership at $24.00 per unit, the
assumption of approximately $6.4 million of indebtedness at an interest rate
of 7.125%, and payment of other acquisition costs estimated at approximately
$130,000.
Crowne Ridge Apartments--Birmingham, Alabama
On May 14, 1996, the Company acquired Crowne Ridge Apartments, located in a
suburb of Birmingham, Alabama. Crowne Ridge consists of 125 units in 8
two-story buildings which were built in 1992. The purchase price of $7.2
million was financed through the Company's assumption of a mortgage with a
balance of $3.8 million which bears interest at 8.06% and through an advance
on the Company's line of credit. Crowne Ridge's amenities include a
clubhouse with an exercise room, a swimming pool, and extensive landscaping.
Briarcliffe Mall--Myrtle Beach, South Carolina
On July 23, 1996, the Company acquired Briarcliffe Mall, a 488,000 square
foot regional mall in Myrtle Beach, South Carolina, for a purchase price of
$42.2 million. The mall includes a 50,745 square foot J.C. Penney, an 84,000
square foot K-Mart, and two Belk's stores, one having 58,000 square feet and
the other having 61,000 square feet under a ground lease. The mall was
constructed in 1986 and is currently 95% leased. The acquisition includes
approximately 9 acres of land adjacent to the mall property which is
available for expansion. The Company used proceeds from its July 1996 debt
offering to fund $41 million of the acquisition price and issued 48,905
limited partnership units of Colonial Realty Limited Partnership valued at
$1.2 million. The units have been allocated to the expansion land portion of
the acquisition and as such will not be eligible to receive distributions for
24 months after closing.
Barrington Club Apartments--Macon, Georgia
On September 13, 1996, the Company acquired Barrington Club Apartments, a
176-unit luxury multifamily community in Macon, Georgia. Barrington Club was
acquired for a purchase price of $9.5 million which was financed through an
advance on the Company's unsecured line of credit. The development, which
was completed earlier this year, consists of eight two- and three-story
buildings and a separate clubhouse on approximately 14 acres of land.
Amenities include a swimming pool, a fitness center, tennis courts, and a
playground. The average unit size is 1,091 square feet with average unit
market rent of $651 per month. The property is located in the Barrington
Hall, a 650-acre Planned Unit Development, which includes a golf club with an
18-hole course, estate homes, and single family homes. Residents of
Barrington Club Apartments have golf privileges at the club.
Wekiva RiverWalk--Orlando, Florida
On October 2, 1996, the Company acquired Wekiva RiverWalk Shopping Center, a
209,000 square foot shopping center in Orlando, Florida, for a purchase price
of $18.1 million. The center includes a 58,000 square foot Goodings
Supermarket, a 36,000 square foot Beall's Department Store, a 26,000 United
Artists Cinema, and ground leases for NationsBank and Barnett Bank. The
center includes approximately 34,000 square feet of vacant in-line shop space
the Company anticipates using to enhance the center's performance. The
center was built in 1990 and is currently 84% leased.
Bardmoor Village--St. Petersburg, Florida
On October 18, 1996, the Company acquired Bardmoor Village Shopping Center, a
158,000 square foot shopping center in St. Petersburg, Florida, for a
purchase price of $11.8 million. The center includes a 66,000 square foot
Publix Super Market, a 36,000 square foot Craft Depot, a 10,000 square foot
Eckerd Drug Store, and a ground lease for First Union Bank. The center was
built in 1981, renovated and expanded in 1991, and is currently 99% leased.
Island Walk--Orlando, Florida
On October 18, 1996, the Company also acquired Island Walk Shopping Center, a
222,000 square foot shopping center in Orlando, Florida, for a purchase price
of $17.2 million. The center includes a 108,000 square foot K-mart and a
56,000 square foot Publix Super Market. The center was built in two phases
with the first phase completed in 1993 and the second phase in 1995. The
center is currently 95% leased. In the acquisition of this property the
Company assumed an existing mortgage of $10.4 million that matures in October
2001 and bears an interest rate of 8.8%.
<PAGE>
COLONIAL PROPERTIES TRUST
Item 7. Financial Statements and Exhibits
Financial Statements
(a) Historical Summary of Revenues and Direct
Operating Expenses of Northdale Court...................
(b) Combined Historical Summary of Revenues and Direct
Operating Expenses of Crowne Chase and Crowne Point.....
(c) Historical Summary of Revenues and Direct
Operating Expenses of Briarcliffe Mall..................
(d) Historical Summary of Revenues and Direct
Operating Expenses of Wekiva RiverWalk..................
(e) Historical Summary of Revenues and Direct
Operating Expenses of Island Walk.......................
(f) Historical Summary of Revenues and Direct
Operating Expenses of Bardmoor Village..................
(g) Unaudited Pro Forma Consolidated Condensed
Balance Sheet of Colonial Properties Trust..............
(h) Unaudited Pro Forma Consolidated Condensed
Statements of Operations of Colonial Properties Trust...
Exhibits
23.1 Letter re: Consent of Independent Accountants
23.2 Letter re: Consent of Independent Accountants
<PAGE>
REPORT OF INDEPENDENT ACCOUNTANTS
To the Board of Trustees of
Colonial Properties Trust
We have audited the Historical Summary of Revenues and Direct Operating
Expenses of the Acquired Property-Northdale Court as defined in Note 1 for
the year ended December 31, 1994. This Historical Summary is the
responsibility of the Acquired Property's management. Our responsibility is
to express an opinion on the Historical Summary based on our audit.
We conducted our audit in accordance with generally accepted auditing
standards. Those standards require that we plan and perform the audit to
obtain reasonable assurance about whether the Historical Summary is free of
material misstatement. An audit includes examining, on a test basis,
evidence supporting the amounts and disclosures in the Historical Summary.
An audit also includes assessing the accounting principles used and
significant estimates made by management, as well as evaluating the overall
presentation of the Historical Summary. We believe our audit provides a
reasonable basis for our opinion.
The accompanying Historical Summary of Revenues and Direct Operating Expenses
was prepared for the purpose of complying with the rules and regulations of
the Securities and Exchange Commission for inclusion in the Form 8-K of
Colonial Properties Trust, and is not intended to be a complete presentation
of the revenues and expenses of the Acquired Property-Northdale Court.
In our opinion, the Historical Summary referred to above presents fairly, in
all material respects, the revenues and direct operating expenses of the
Acquired Property-Northdale Court for the year ended December 31, 1994 in
conformity with generally accepted accounting principles.
COOPERS & LYBRAND, L.L.P.
Birmingham, Alabama
July 3, 1996
<PAGE>
<TABLE>
ACQUIRED PROPERTY--NORTHDALE COURT
HISTORICAL SUMMARY OF
REVENUES AND DIRECT OPERATING EXPENSES
_____________________
<CAPTION>
For the
Year Ended
December 31, 1994
-------------------
<S> <C>
Revenues $ 1,764,616
-------------
Direct operating expenses:
General operating expenses 380,446
Salaries and benefits 67,137
Repairs and maintenance 133,715
Taxes, licenses, and insurance 223,469
-------------
804,767
-------------
Excess of revenues over direct
operating expenses $ 959,849
=============
<FN>
See Note to Historical Summary of Revenues and Direct Operating Expenses.
</FN>
</TABLE>
<PAGE>
ACQUIRED PROPERTY-NORTHDALE COURT
NOTE TO HISTORICAL SUMMARY OF
REVENUES AND DIRECT OPERATING EXPENSES
1. Accounting Policies
Description-The accompanying Historical Summary consists of Northdale
Court, a retail property (the Acquired Property) located in Tampa,
Florida. Colonial Properties Trust, through Colonial Realty Limited
Partnership, purchased the Acquired Property for a total of
approximately $11 million.
Basis of Presentation-The Historical Summary of Revenues and Direct
Operating Expenses includes gross operating revenues, exclusive of
interest income, and direct operating expenses, exclusive of mortgage
and other interest expense, depreciation, amortization, management
fees, non-recurring administrative expenses, and federal, state and
local income taxes, if any.
Income Recognition-Revenue from rental property is recognized when due
from tenants.
<PAGE>
REPORT OF INDEPENDENT ACCOUNTANTS
To the Board of Trustees of
Colonial Properties Trust
We have audited the Combined Historical Summary of Revenues and Direct
Operating Expenses of the Acquired Properties-Crowne Chase Apartments and
Crowne Point Apartments as defined in Note 1 for the year ended December 31,
1995. This Combined Historical Summary is the responsibility of the Acquired
Properties' management. Our responsibility is to express an opinion on the
Combined Historical Summary based on our audit.
We conducted our audit in accordance with generally accepted auditing
standards. Those standards require that we plan and perform the audit to
obtain reasonable assurance about whether the Combined Historical Summary is
free of material misstatement. An audit includes examining, on a test basis,
evidence supporting the amounts and disclosures in the Combined Historical
Summary. An audit also includes assessing the accounting principles used and
significant estimates made by management, as well as evaluating the overall
presentation of the Combined Historical Summary. We believe our audit
provides a reasonable basis for our opinion.
The accompanying Combined Historical Summary of Revenues and Direct Operating
Expenses was prepared for the purpose of complying with the rules and
regulations of the Securities and Exchange Commission for inclusion in the
Form 8-K of Colonial Properties Trust, and is not intended to be a complete
presentation of the revenues and expenses of the Acquired Properties-Crowne
Chase Apartments and Crowne Point Apartments.
In our opinion, the Combined Historical Summary referred to above presents
fairly, in all material respects, the revenues and direct operating expenses
of the Acquired Properties-Crowne Chase Apartments and Crowne Point
Apartments for the year ended December 31, 1995 in conformity with generally
accepted accounting principles.
COOPERS & LYBRAND L.L.P.
Birmingham, Alabama
June 28, 1996
<PAGE>
<TABLE>
ACQUIRED PROPERTIES--CROWNE CHASE AND CROWNE POINT
COMBINED HISTORICAL SUMMARY OF
REVENUES AND DIRECT OPERATING EXPENSES
_____________________
<CAPTION>
For the
Year Ended
December 31, 1995
-------------------
<S> <C>
Revenues $ 4,645,203
-------------
Direct operating expenses:
General operating expenses 432,948
Salaries and benefits 263,121
Repairs and maintenance 314,522
Taxes, licenses, and insurance 386,826
-------------
1,397,417
-------------
Excess of revenues over direct
operating expenses $ 3,247,786
=============
<FN>
See Note to Combined Historical Summary of Revenues and Direct
Operating Expenses.
</FN>
</TABLE>
<PAGE>
ACQUIRED PROPERTY-CROWNE CHASE AND CROWNE POINT
NOTE TO COMBINED HISTORICAL SUMMARY OF
REVENUES AND DIRECT OPERATING EXPENSES
1. Accounting Policies
Description-The accompanying Combined Historical Summary consists of
Crowne Chase and Crowne Point, two multifamily properties (the Acquired
Properties) located in Birmingham, Alabama. Colonial Properties Trust,
through Colonial Realty Limited Partnership, purchased the Acquired
Properties for a total of approximately $37 million.
Basis of Presentation-The Combined Historical Summary of Revenues and
Direct Operating Expenses includes gross operating revenues, exclusive
of interest income, and direct operating expenses, exclusive of
mortgage and other interest expense, depreciation, amortization,
management fees, non-recurring administrative expenses, and federal,
state and local income taxes, if any.
Income Recognition-Revenue from rental property is recognized when due
from tenants.
<PAGE>
REPORT OF INDEPENDENT ACCOUNTANTS
To the Board of Trustees of
Colonial Properties Trust
We have audited the Historical Summary of Revenues and Direct Operating
Expenses of the Acquired Property-Briarcliffe Mall as defined in Note 1 for
the year ended December 31, 1995. This Historical Summary is the
responsibility of the Acquired Property's management. Our responsibility is
to express an opinion on the Historical Summary based on our audit.
We conducted our audit in accordance with generally accepted auditing
standards. Those standards require that we plan and perform the audit to
obtain reasonable assurance about whether the Historical Summary is free of
material misstatement. An audit includes examining, on a test basis,
evidence supporting the amounts and disclosures in the Historical Summary.
An audit also includes assessing the accounting principles used and
significant estimates made by management, as well as evaluating the overall
presentation of the Historical Summary. We believe our audit provides a
reasonable basis for our opinion.
The accompanying Historical Summary of Revenues and Direct Operating Expenses
was prepared for the purpose of complying with the rules and regulations of
the Securities and Exchange Commission for inclusion in the Form 8-K of
Colonial Properties Trust, and is not intended to be a complete presentation
of the revenues and expenses of the Acquired Property-Briarcliffe Mall.
In our opinion, the Historical Summary referred to above presents fairly, in
all material respects, the revenues and direct operating expenses of the
Acquired Property-Briarcliffe Mall for the year ended December 31, 1995 in
conformity with generally accepted accounting principles.
MARGOLIN, WINER & EVENS LLP
Garden City, New York
February 22, 1996
<PAGE>
<TABLE>
ACQUIRED PROPERTY--BRIARCLIFFE MALL
HISTORICAL SUMMARY OF
REVENUES AND DIRECT OPERATING EXPENSES
_____________________
<CAPTION>
For the
Year Ended
December 31, 1995
-------------------
<S> <C>
Revenues:
Rental income $ 5,818,894
Other 904,150
-------------
6,723,044
-------------
Direct operating expenses:
General operating expenses 1,213,626
Salaries and benefits 687,381
Repairs and maintenance 108,321
Taxes, licenses, and insurance 566,243
-------------
2,575,571
-------------
Excess of revenues over direct
operating expenses $ 4,147,473
=============
<FN>
See Notes to Historical Summary of Revenues and Direct Operating Expenses.
</FN>
</TABLE>
<PAGE>
ACQUIRED PROPERTY-BRIARCLIFFE MALL
NOTES TO HISTORICAL SUMMARY OF
REVENUES AND DIRECT OPERATING EXPENSES
1. Summary of Significant Accounting Policies
Description-The accompanying Historical Summary consists of Briarcliffe
Mall, a 480,000 square foot enclosed shopping center (the Acquired
Property) located near Myrtle Beach, South Carolina. At December 31,
1995, substantially all rentable space was occupied. Colonial
Properties Trust, through Colonial Realty Limited Partnership,
purchased the Acquired Property for a total of approximately $42
million.
Basis of Presentation-The Historical Summary of Revenues and Direct
Operating Expenses includes gross operating revenues, exclusive of
interest income, and direct operating expenses, exclusive of mortgage
and other interest expense, depreciation, amortization, management
fees, non-recurring administrative expenses, and federal, state and
local income taxes, if any. Amortization of $265,406 related to lease
incentive costs is reflected as a reduction of rental income.
Income Recognition-Revenue from rental property is recognized on a
straight-line basis over the noncancelable term of the respective
leases. Amounts actually billed to tenants in excess of rental income
recognized amounted to $149,668 in 1995.
Estimates-The preparation of financial statements in conformity with
generally accepted accounting principles requires management to make
estimates and assumptions that affect the reported amounts of revenue
and expenses during the reporting period. Actual results could differ
from those estimates.
2. Rental Income
The Acquired Property leases space to approximately seventy-five
tenants under leases, substantially all of which are noncancelable,
with terms which vary with the tenant. In addition to minimum rents,
some of the leases provide for additional rents during any year that
the tenants' gross sales volume exceeds amounts stated in the tenants'
leases (percentage rents). Tenants are also responsible for
reimbursement of certain operating expenses, including real estate
taxes, insurance, and mall and common area costs. Certain leases
provide for annual adjustments to the minimum rents based on changes in
the consumer price index (C.P.I.). Income from tenants' expense
participations, percentage rents and C.P.I. adjustments was
approximately $2,010,000 in 1995.
3. Other
The State of South Carolina (the State) has informed the management of
the Acquired Property of its intention to condemn approximately three
to four acres of land included in the Acquired Property for road
improvements. As of February 22, 1996, the State had not condemned the
land or indicated the amount of the condemnation award it will offer.
<PAGE>
REPORT OF INDEPENDENT ACCOUNTANTS
To the Board of Trustees of
Colonial Properties Trust
We have audited the Historical Summary of Revenues and Direct Operating
Expenses of the Acquired Property-Wekiva RiverWalk as defined in Note 1 for
the year ended December 31, 1995. This Historical Summary is the
responsibility of the Acquired Property's management. Our responsibility is
to express an opinion on the Historical Summary based on our audit.
We conducted our audit in accordance with generally accepted auditing
standards. Those standards require that we plan and perform the audit to
obtain reasonable assurance about whether the Historical Summary is free of
material misstatement. An audit includes examining, on a test basis,
evidence supporting the amounts and disclosures in the Historical Summary.
An audit also includes assessing the accounting principles used and
significant estimates made by management, as well as evaluating the overall
presentation of the Historical Summary. We believe our audit provides a
reasonable basis for our opinion.
The accompanying Historical Summary of Revenues and Direct Operating Expenses
was prepared for the purpose of complying with the rules and regulations of
the Securities and Exchange Commission for inclusion in the Form 8-K of
Colonial Properties Trust, and is not intended to be a complete presentation
of the revenues and expenses of the Acquired Property-Wekiva RiverWalk.
In our opinion, the Historical Summary referred to above presents fairly, in
all material respects, the revenues and direct operating expenses of the
Acquired Property-Wekiva RiverWalk for the year ended December 31, 1995 in
conformity with generally accepted accounting principles.
COOPERS & LYBRAND L.L.P.
Birmingham, Alabama
December 6, 1996
<PAGE>
<TABLE>
ACQUIRED PROPERTY--WEKIVA RIVERWALK
HISTORICAL SUMMARY OF
REVENUES AND DIRECT OPERATING EXPENSES
_____________________
<CAPTION>
For the
Year Ended
December 31, 1995
-------------------
<S> <C>
Revenues $ 2,515,780
-------------
Direct operating expenses:
General operating expenses 266,666
Salaries and benefits 18,577
Repairs and maintenance 158,870
Taxes, licenses, and insurance 314,819
-------------
758,932
-------------
Excess of revenues over direct
operating expenses $ 1,756,848
=============
<FN>
See Note to Historical Summary of Revenues and Direct Operating Expenses.
</FN>
</TABLE>
<PAGE>
ACQUIRED PROPERTY-WEKIVA RIVERWALK
NOTE TO HISTORICAL SUMMARY OF
REVENUES AND DIRECT OPERATING EXPENSES
1. Accounting Policies
Description-The accompanying Historical Summary consists of Wekiva
RiverWalk, a retail property (the Acquired Property) located in
Orlando, Florida. Colonial Properties Trust, through Colonial Realty
Limited Partnership, purchased the Acquired Property for a total of
approximately $18.1 million.
Basis of Presentation-The Historical Summary of Revenues and Direct
Operating Expenses includes gross operating revenues, exclusive of
interest income, and direct operating expenses, exclusive of mortgage
and other interest expense, depreciation, amortization, management
fees, non-recurring administrative expenses, and federal, state and
local income taxes, if any.
Income Recognition-Revenue from rental property is recognized when due
from tenants.
<PAGE>
REPORT OF INDEPENDENT ACCOUNTANTS
To the Board of Trustees of
Colonial Properties Trust
We have audited the Historical Summary of Revenues and Direct Operating
Expenses of the Acquired Property-Island Walk as defined in Note 1 for the
year ended December 31, 1995. This Historical Summary is the responsibility
of the Acquired Property's management. Our responsibility is to express an
opinion on the Historical Summary based on our audit.
We conducted our audit in accordance with generally accepted auditing
standards. Those standards require that we plan and perform the audit to
obtain reasonable assurance about whether the Historical Summary is free of
material misstatement. An audit includes examining, on a test basis,
evidence supporting the amounts and disclosures in the Historical Summary.
An audit also includes assessing the accounting principles used and
significant estimates made by management, as well as evaluating the overall
presentation of the Historical Summary. We believe our audit provides a
reasonable basis for our opinion.
The accompanying Historical Summary of Revenues and Direct Operating Expenses
was prepared for the purpose of complying with the rules and regulations of
the Securities and Exchange Commission for inclusion in the Form 8-K of
Colonial Properties Trust, and is not intended to be a complete presentation
of the revenues and expenses of the Acquired Property-Island Walk.
In our opinion, the Historical Summary referred to above presents fairly, in
all material respects, the revenues and direct operating expenses of the
Acquired Property-Island Walk for the year ended December 31, 1995 in
conformity with generally accepted accounting principles.
COOPERS & LYBRAND L.L.P.
Birmingham, Alabama
December 13, 1996
<PAGE>
<TABLE>
ACQUIRED PROPERTY--ISLAND WALK
HISTORICAL SUMMARY OF
REVENUES AND DIRECT OPERATING EXPENSES
_____________________
<CAPTION>
For the
Year Ended
December 31, 1995
-------------------
<S> <C>
Revenues $ 1,581,480
-------------
Direct operating expenses:
General operating expenses 53,834
Salaries and benefits 6,210
Repairs and maintenance 66,206
Taxes, licenses, and insurance 129,489
-------------
255,739
-------------
Excess of revenues over direct
operating expenses $ 1,325,741
=============
<FN>
See Note to Historical Summary of Revenues and Direct Operating Expenses.
</FN>
</TABLE>
<PAGE>
ACQUIRED PROPERTY-ISLAND WALK
NOTE TO HISTORICAL SUMMARY OF
REVENUES AND DIRECT OPERATING EXPENSES
1. Accounting Policies
Description-The accompanying Historical Summary consists of Island
Walk, a retail property (the Acquired Property) located in Orlando,
Florida. Colonial Properties Trust, through Colonial Realty Limited
Partnership, purchased the Acquired Property for a total of
approximately $17.2 million.
Basis of Presentation-The Historical Summary of Revenues and Direct
Operating Expenses includes gross operating revenues, exclusive of
interest income, and direct operating expenses, exclusive of mortgage
and other interest expense, depreciation, amortization, management
fees, non-recurring administrative expenses, and federal, state and
local income taxes, if any.
Income Recognition-Revenue from rental property is recognized when due
from tenants.
<PAGE>
REPORT OF INDEPENDENT ACCOUNTANTS
To the Board of Trustees of
Colonial Properties Trust
We have audited the Historical Summary of Revenues and Direct Operating
Expenses of the Acquired Property-Bardmoor Village as defined in Note 1 for
the year ended December 31, 1995. This Historical Summary is the
responsibility of the Acquired Property's management. Our responsibility is
to express an opinion on the Historical Summary based on our audit.
We conducted our audit in accordance with generally accepted auditing
standards. Those standards require that we plan and perform the audit to
obtain reasonable assurance about whether the Historical Summary is free of
material misstatement. An audit includes examining, on a test basis,
evidence supporting the amounts and disclosures in the Historical Summary.
An audit also includes assessing the accounting principles used and
significant estimates made by management, as well as evaluating the overall
presentation of the Historical Summary. We believe our audit provides a
reasonable basis for our opinion.
The accompanying Historical Summary of Revenues and Direct Operating Expenses
was prepared for the purpose of complying with the rules and regulations of
the Securities and Exchange Commission for inclusion in the Form 8-K of
Colonial Properties Trust, and is not intended to be a complete presentation
of the revenues and expenses of the Acquired Property-Bardmoor Village.
In our opinion, the Historical Summary referred to above presents fairly, in
all material respects, the revenues and direct operating expenses of the
Acquired Property-Bardmoor Village for the year ended December 31, 1995 in
conformity with generally accepted accounting principles.
COOPERS & LYBRAND L.L.P.
Birmingham, Alabama
December 13, 1996
<PAGE>
<TABLE>
ACQUIRED PROPERTY--BARDMOOR VILLAGE
HISTORICAL SUMMARY OF
REVENUES AND DIRECT OPERATING EXPENSES
_____________________
<CAPTION>
For the
Year Ended
December 31, 1995
-------------------
<S> <C>
Revenues $ 1,541,932
-------------
Direct operating expenses:
General operating expenses 39,821
Salaries and benefits 28,563
Repairs and maintenance 103,630
Taxes, licenses, and insurance 252,917
-------------
424,931
-------------
Excess of revenues over direct
operating expenses $ 1,117,001
=============
<FN>
See Note to Historical Summary of Revenues and Direct Operating Expenses.
</FN>
</TABLE>
<PAGE>
ACQUIRED PROPERTY-BARDMOOR VILLAGE
NOTE TO HISTORICAL SUMMARY OF
REVENUES AND DIRECT OPERATING EXPENSES
1. Accounting Policies
Description-The accompanying Historical Summary consists of Bardmoor
Village, a retail property (the Acquired Property) located in St.
Petersburg, Florida. Colonial Properties Trust, through Colonial
Realty Limited Partnership, purchased the Acquired Property for a total
of approximately $11.8 million.
Basis of Presentation-The Historical Summary of Revenues and Direct
Operating Expenses includes gross operating revenues, exclusive of
interest income, and direct operating expenses, exclusive of mortgage
and other interest expense, depreciation, amortization, management
fees, non-recurring administrative expenses, and federal, state and
local income taxes, if any.
Income Recognition-Revenue from rental property is recognized when due
from tenants.
<PAGE>
COLONIAL PROPERTIES TRUST
PRO FORMA CONSOLIDATED
CONDENSED BALANCE SHEET
September 30, 1996
(Unaudited)
The following unaudited pro forma consolidated condensed balance sheet
reflects significant transactions effected by the Company after September 30,
1996 including the purchase of three of the twelve Acquired Properties mentioned
elsewhere herein. (Nine of the twelve Acquired Properties were purchased prior
to September 30, 1996 and are already reflected in the Company's historical
balance sheet at September 30, 1996). In addition to the three Acquired
Properties, the unaudited pro forma consolidated condensed balance sheet
reflects a $100 million public offering of debt proposed for December 1996 ($50
million of which was completed on December 11, 1996). The pro forma effects of
these transactions are included in the unaudited pro forma consolidated
condensed balance sheet assuming the transactions had occurred as of September
30, 1996 and assuming the Company used the proceeds of the debt offering to
repay outstanding indebtedness. (See notes to unaudited pro forma consolidated
condensed balance sheet).
This unaudited pro forma consolidated condensed balance sheet is not
necessarily indicative of the actual financial position of the Company had
the transactions been completed as of September 30, 1996, nor does it purport
to represent the future financial position of the Company. The unaudited pro
forma consolidated condensed balance sheet and related notes should be read
in conjunction with the 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 and with
the Company's September 30, 1996 Quarterly Report as filed with the
Securities and Exchange Commission on Form 10-Q and with the financial
statements included therein and the notes thereto. In management's opinion,
all adjustments necessary to reflect the effects of these transactions have
been made.
<PAGE>
<TABLE>
Colonial Properties Trust
Pro Forma Consolidated Condensed Balance Sheet
September 30, 1996
(In Thousands)
(Unaudited)
<CAPTION>
Pro Forma Adjustments
Colonial ----------------------------------- Colonial
Properties Acquisition Proceeds Properties
Trust of of Payment Trust
Historical Properties Offering of Debt Pro Forma
---------- ---------- --------- ---------- ----------
(A) (B) (C) (D)
<S> <C> <C> <C> <C> <C>
ASSETS
Land, buildings,
& equipment, net $ 740,622 $ 47,100 $ 787,722
Undeveloped land and
construction in
progress 101,320 101,320
Cash and equivalents 2,431 $ 99,000 $(99,000) 2,431
Restricted cash 2,474 2,474
Accounts receivable, net 2,717 2,717
Prepaid expenses 5,335 5,335
Notes receivable 0 0
Deferred debt and lease
costs 5,366 1,000 6,366
Investment in partnerships 5,276 5,276
Other assets 5,672 5,672
---------- ---------- ---------- ---------- ----------
$ 871,213 $ 47,100 $ 100,000 $ (99,000) $ 919,313
========== ========== ========= ========== ==========
LIABILITIES AND SHAREHOLDERS' EQUITY
Notes and mortgages
payable $ 431,543 $ 47,100 $ 100,000 $ (99,000) $ 479,643
Accounts payable 11,743 11,743
Accrued expenses 11,069 11,069
Tenant deposits 2,776 2,776
Unearned rent 765 765
---------- ---------- --------- ---------- ----------
Total liabilities 457,896 47,100 100,000 (99,000) 505,996
---------- ---------- --------- ---------- ----------
Minority interest 133,584 133,584
---------- ---------- --------- ---------- ----------
Common shares of
beneficial interest,
$.01 par value 177 177
Additional paid-in
capital 302,850 302,850
Cumulative earnings 41,709 41,709
Cumulative distributions (64,558) (64,558)
Deferred compensation on
restricted shares (445) (445)
---------- ---------- --------- ---------- ----------
Total shareholders'
equity 279,733 -0- -0- -0- 279,733
---------- ---------- --------- ---------- ----------
$ 871,213 $ 47,100 $ 100,000 $ (99,000) $ 919,313
========== ========== ========= ========== ==========
</TABLE>
<PAGE>
COLONIAL PROPERTIES TRUST
NOTES TO PRO FORMA CONSOLIDATED
CONDENSED BALANCE SHEET
(Unaudited)
(A) Reflects the historical financial position of the Company as of
September 30, 1996 as presented in the Company's Form 10-Q as filed with
the Securities and Exchange Commission on November 14, 1996.
(B) Includes the acquisition of three of the four Acquired Properties;
Wekiva RiverWalk for a purchase price of $18.1 million, Island Walk for
$11.8 million, and Bardmoor Village for $17.2 million. These property
acquisitions were financed through advances on the Company's unsecured
line of credit and the assumption of indebtedness on one of the
properties.
(C) Reflects the proceeds of the proposed December 1996 debt offering of
$100,000,000 less costs of the offering of $1,000,000 ($50,000,000 of this
offering was completed on December 11, 1996).
(D) Reflects the repayment of the outstanding balance on the Company's
unsecured line of credit.
<PAGE>
COLONIAL PROPERTIES TRUST
PRO FORMA CONSOLIDATED CONDENSED
STATEMENTS OF OPERATIONS
For the Year Ended December 31, 1995 and
the Nine Months Ended September 30, 1996
(Unaudited)
The following unaudited pro forma consolidated condensed statements of
operations reflect significant transactions effected by the Company during
1995 and 1996 which includes the purchase of the 12 Acquired Properties
mentioned elsewhere herein. In addition to the Acquired Properties, the
following significant transactions are reflected in the unaudited pro forma
consolidated condensed statements of operations: (i) the Company's
acquisition of five properties during 1995 other than those included in the
Acquired Properties, (iii) the Company's equity offerings completed in May
1995 and January 1996, (iv) the Operating Partnership's debt offering
completed in July 1996, and (v) the Operating Partnership's $100 million debt
offering proposed for December 1996 ($50 million of which was completed on
December 11, 1996). The pro forma effects of all such transactions are
included in the unaudited pro forma consolidated condensed statements of
operations assuming the transactions had occurred as of January 1, 1995 and
assuming the Company used the proceeds of the equity and debt offerings to
repay outstanding indebtedness. (See notes to unaudited pro forma
consolidated condensed statements of operations).
These unaudited pro forma consolidated condensed statements of operations are
not necessarily indicative of the actual results of operations had the
transactions been completed as of January 1, 1995, nor do they purport to
represent the future results of the operations of the Company. The Company
is not aware of any material factors relating to the Acquired Properties,
other than as disclosed in the footnotes to the unaudited pro forma
consolidated condensed statements of operations, which would cause the
combined historical summaries of revenues and direct operating expenses not
to be necessarily indicative of future operating results.
These unaudited pro forma consolidated condensed statements of operations are
not necessarily indicative of the actual financial results of the Company had
the transactions been completed as of January 1, 1995, nor do they purport to
represent the future financial results of the Company. The unaudited pro
forma consolidated condensed statements of operations and related notes
should be read in conjunction with the 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 and with the Company's September 30, 1996 Quarterly Report as filed
with the Securities and Exchange Commission on Form 10-Q and with the
financial statements included therein and the notes thereto. In management's
opinion, all adjustments necessary to reflect the effects of these
transactions have been made.
<PAGE>
<TABLE>
Colonial Properties Trust
Pro Forma Consolidated Condensed Statements of Operations
For the year ended December 31, 1995
(In Thousands, Except Per Share Data)
(Unaudited)
<CAPTION>
For the year ended December 31, 1995
---------------------------------------------------
Pro Forma Adjustments
Colonial --------------------------- Colonial
Properties Acquisition Properties
Trust of Payment Trust
Historical Properties of Debt, net Pro Forma
---------- ----------- ----------- -----------
(A) (B) (C)
<S> <C> <C> <C> <C>
Revenues:
Rent $ 107,172 $ 26,109 $ -0- $ 133,281
Other 3,718 1,976 -0- 5,694
----------- ----------- ----------- -----------
Total revenue 110,890 28,085 -0- 138,975
----------- ----------- ----------- -----------
Property operating expenses:
General operating
expenses 8,355 2,665 -0- 11,020
Salaries and benefits 7,363 1,535 -0- 8,898
Repairs and maintenance 10,890 1,867 -0- 12,757
Taxes, licenses and
insurance 9,617 2,836 -0- 12,453
General and administrative 5,547 -0- -0- 5,547
Depreciation and amortization 20,490 4,433 -0- 24,923
----------- ----------- ----------- -----------
Total operating
expenses 62,262 13,336 -0- 75,598
----------- ----------- ----------- -----------
----------- ----------- ----------- -----------
Income from
operations 48,628 14,749 -0- 63,377
----------- ----------- ----------- -----------
Other income (expense):
Interest expense (24,060) (11,374) 10,418 (25,016)
Income from partnerships 736 -0- -0- 736
Gains from sale of property 175 -0- -0- 175
----------- ----------- ----------- -----------
Total other expense (23,149) (11,374) 10,418 (24,105)
----------- ----------- ----------- -----------
----------- ----------- ----------- -----------
Income before minority
interest in CRLP 25,479 3,375 10,418 39,272
Minority interest in CRLP 10,543 2,149 -0- 12,692
----------- ----------- ----------- -----------
Net income (loss) $ 14,936 $ 1,226 $ 10,418 $ 26,581
=========== =========== =========== ===========
Net income per share $ 1.29 $ 1.51
=========== ===========
Common shares outstanding 11,613 17,657
=========== ===========
</TABLE>
<PAGE>
<TABLE>
Colonial Properties Trust
Pro Forma Consolidated Condensed Statements of Operations
For the nine months ended September 30, 1996
(In Thousands, Except Per Share Data)
(Unaudited)
<CAPTION>
For the nine months ended September 30, 1996
---------------------------------------------------
Pro Forma Adjustments
Colonial --------------------------- Colonial
Properties Acquisition Properties
Trust of Payment Trust
Historical Properties of Debt, net Pro Forma
----------- ----------- ----------- -----------
(A) (B) (C)
<S> <C> <C> <C> <C>
Revenues:
Rent $ 93,091 $ 9,634 $ -0- $ 102,725
Other 3,172 1,351 -0- 4,523
----------- ----------- ----------- -----------
Total revenue 96,263 10,985 -0- 107,248
----------- ----------- ----------- -----------
Property operating expenses:
General operating
expenses 7,100 1,048 -0- 8,148
Salaries and benefits 6,449 640 -0- 7,089
Repairs and maintenance 9,777 522 -0- 10,299
Taxes, licenses and
insurance 8,374 856 -0- 9,230
General and administrative 2,598 -0- -0- 2,598
Depreciation and amortization 17,034 1,993 -0- 19,027
----------- ----------- ----------- -----------
Total operating
expenses 51,332 5,059 -0- 56,391
----------- ----------- ----------- -----------
----------- ----------- ----------- -----------
Income from
operations 44,931 5,926 -0- 50,857
----------- ----------- ----------- -----------
Other income (expense):
Interest expense (16,614) (5,695) 646 (21,663)
Income from partnerships 155 -0- -0- 155
Gains from sales 16 -0- -0- 16
----------- ----------- ----------- -----------
Total other expense (16,443) (5,695) 646 (21,492)
----------- ----------- ----------- -----------
Income before extraordinary
items and minority interest
in CRLP 28,488 231 646 29,365
Extraordinary loss from
debt extinguishment (487) -0- -0- (487)
----------- ----------- ----------- -----------
Income before minority
interest in CRLP 28,001 231 646 28,878
Minority interest in CRLP 9,553 (220) -0- 9,333
----------- ----------- ----------- -----------
Net income (loss) $ 18,448 $ 451 $ 646 $ 19,546
=========== =========== =========== ===========
Net income per share $ 1.07 $ 1.11
=========== ===========
Common shares outstanding 17,284 17,657
=========== ===========
</TABLE>
<PAGE>
COLONIAL PROPERTIES TRUST
NOTES TO PRO FORMA CONSOLIDATED
CONDENSED STATEMENTS OF OPERATIONS
(Unaudited)
(A) Reflects the Company's historical results of operations for the year
ended December 31, 1995 as presented in the Company's 1995 Annual Report
as filed with the Securities and Exchange Commission on Form 10-K and
the Company's historical results of operations for the nine months ended
September 30, 1996 as presented in the Company's September 30, 1996
Quarterly Report as filed with the Securities and Exchange Commission on
Form 10-Q.
(B) Reflects the operating results of the six properties acquired during
1995 and the eleven properties acquired during 1996 (including the 12
Acquired Properties mentioned elsewhere herein). The results included
as pro forma adjustments for these properties include those operating
results of the properties for the respective periods during which the
Company did not own the properties.
Included elsewhere herein are Historical Summaries of Revenues and
Direct Operating Expenses for seven of the Acquired Properties. The pro
forma statements of operations include certain adjustments made to these
historical summaries as presented in the following table.
<TABLE>
<CAPTION>
For the Nine For the
Months Ended Year Ended
September 30, December 31,
1996 1995
--------------- ---------------
<S> <C> <C>
Excess of revenues over
direct operating expenses (1)
Crowne Chase and Crowne Point $ 1,125 $ 3,248
Briarcliffe Mall 2,039 4,147
Wekiva RiverWalk 1,340 1,757
Island Walk 1,302 1,326
Bardmoor Village 1,027 1,117
Other properties 1,086 7,587
--------------- ---------------
7,919 19,182
Less:
Depreciation of property (2) 1,993 4,433
Interest on acquisition
financing (3) 5,695 11,374
--------------- ---------------
Pro forma income before
minority interest $ 231 $ 3,375
=============== ===============
</TABLE>
(1) The excess of revenues over direct operating expenses is based upon
historical operations for the seventeen properties acquired during
1995 and 1996 for the year ended December 31, 1995 and the nine
months ended September 30, 1996, as contained in the Historical
Summaries of Revenues and Direct Operating Expenses included
elsewhere herein for the properties whose December 31, 1995
financial results have been audited.
(2) The asset basis used in the computation of depreciation includes a
preliminary allocation of the purchase price to land, land
improvements, building, and personal property, plus acquisition
costs to date. Such allocation may be adjusted pending receipt of
additional information. Depreciation has been computed using the
straight line method with cost recovery periods of 7 to 40 years.
(3) Includes interest expense incurred from sources of funds used to
finance the acquisition of the Acquired Properties including
advances on the Company's unsecured line of credit
(C) Reflects the net effect of the application of the equity and debt
offering proceeds to repay the revolving debt incurred in the
acquisition of properties and mortgage debt. The interest saved from
this repayment of debt is shown net of interest expense arising from
debt incurred from the debt offerings.
<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: December 18, 1996 /s/ Douglas B. Nunnelley
------------------------
Douglas B. Nunnelley
Senior Vice President
and Chief Financial Officer
Date: December 18, 1996 /s/ Douglas B. Nunnelley
------------------------
Douglas B. Nunnelley
Senior Vice President
and Chief Financial Officer
(Duly Authorized Officer
and Principal Financial Officer)
<PAGE>
Exhibit 23.1
Consent of Independent Accountants
We consent to the incorporation by reference in the registration statements
of Colonial Properties Trust 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, as amended, Form S-3 related to the
Dividend Reinvestment Plan filed on April 11, 1995, as amended, and Form S-8
related to the registration of common stock issuable under the Colonial
Properties Trust 401(K)/Profit-Sharing Plan filed on October 15, 1996 of our
report dated June 28, 1996 on our audit of the Combined Historical Summary of
Revenues and Direct Operating Expenses of Acquired Properties-Crowne Chase
Apartments and Crowne Point Apartments; our report dated July 3, 1996 on our
audit of the Historical Summary of Revenues and Direct Operating Expenses of
Acquired Property-Northdale Court; our report dated December 6, 1996 on our
audit of the Historical Summary of Revenues and Direct Operating Expenses of
Acquired Property-Wekiva RiverWalk; our report dated December 13, 1996 on our
audit of the Historical Summary of Revenues and Direct Operating Expenses of
Acquired Property-Bardmoor Village; our report dated December 13, 1996 on our
audit of the Historical Summary of Revenues and Direct Operating Expenses of
Acquired Property-Island Walk, which reports are included in this Form 8-K.
COOPERS & LYBRAND L.L.P.
Birmingham, Alabama
December 18, 1996
<PAGE>
Exhibit 23.2
Consent of Independent Accountants
We consent to the incorporation by reference in the registration statements
of Colonial Properties Trust 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, as amended, Form S-3 related to the
Dividend Reinvestment Plan filed on April 11, 1995, as amended, and Form S-8
related to the registration of common stock issuable under the Colonial
Properties Trust 401(K)/Profit-Sharing Plan filed on October 15, 1996 of our
report dated February 22, 1996 on our audit of the Historical Summary of
Revenues and Direct Operating Expenses of Acquired Property-Briarcliffe Mall,
which report is included in this Form 8-K.
MARGOLIN, WINER & EVENS LLP
Garden City, New York
December 18, 1996
