UNITED STATES
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): July 31, 1997
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 one multifamily apartment community in Mississippi, one
retail center in Florida, and one office property in Georgia (the Acquired
Properties) since July 21, 1997 (the date of the last Form 8-K filed). The
Company also currently has three probable acquisitions (two of which are
portfolio acquisitions) which include one multifamily property located in
Greenville, South Carolina (the Greenville Property), a portfolio of three
retail properties located in Brunswick, Gainesville, and Valdosta, Georgia (the
Georgia Malls), and a portfolio of eight retail properties located in
Burlington, Mount Airy, Greensboro, Yadkinville, and Locust, North Carolina,
Staunton and Abingdon, Virginia, and Chattanooga, Tennessee (the Retail
Portfolio) (the Probable Properties). In connection with the acquisition of
three of the Probable Properties, which has been structured as a like-kind
exchange, the Company would dispose of four multifamily properties (the
Exchanged Properties) totaling 2,096 aparment units. The following is a summary
of the material terms of the transactions.
In accordance with Rule 3-14 of Regulation S-X, financial statements with
respect to one of the Acquired Properties and three of the Probable Properties
are being filed because the Company has either (a) already acquired the
properties and the book value of the properties, in the aggregate, are
significant, or (b) deemed the acquisitions to be probable and the book value of
the properties, in the aggregate, are significant.
Terms of Acquisition
The three Acquired Properties total 328 apartment units, 195,000 square feet of
retail space, and 352,000 square feet of office space and were purchased at a
combined purchase price of $80.8 million. The 12 Probable Properties total 350
apartment units and 2.9 million square feet of retail space, and would be
purchased at a combined purchase price of $197.2 million. The combined completed
and probable acquisitions would decrease the Company's multifamily portfolio to
13,631 apartment units (as discussed below), increase the Company's retail
portfolio to 10.2 million square feet, and increase the Company's office
portfolio to 1.9 million square feet. In connection with the acquisition of two
of the Acquired Properties, the Company assumed existing mortgages totaling
$42.7 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. In
connection with the acquisition of two of the Probable Properties, the Company
would assume existing mortgages totaling $5.7 million. In association with three
of the Probable Properties, the Company would exchange four multifamily
properties totaling 2,096 apartment units valued at $55.0 million. The purchase
prices of the Probable Properties would be financed through the sale of the
Exchanged Properties for $55 million, the issuance of limited partnership units
in the Operating Partnership and advances on the Company's unsecured line of
credit.
Page 2
<PAGE>
Description of Property
Acquired Properties
Mansell 400 Business Center--Atlanta, Georgia
On July 31, 1997, the Company completed the first phase of a planned merger
which will ultimately merge the assets of Johnson Development Company, LLC. The
first phase included the six existing office buildings at the Mansell 400
Business Center in Atlanta, Georgia. The six buildings, which were built in 1987
and 1996, include 352,000 square feet of office space with an average occupancy
of 99% at the time of acquisition. The total transaction, which was valued at
$48.5 million, was funded through the issuance of 540,235 limited partnership
units in Colonial Realty Limited Partnership valued at $15.7 million, the
assumption of debt totaling $31.7 million which bears interest at a weighted
average rate of 8.42%, and an advance on the Company's unsecured line of credit.
In connection with this transaction, the seller, William M. Johnson, was elected
as a trustee of the Company.
Mark Trace--Jackson, Mississippi
On August 29, 1997, the Company acquired Mark Trace, a 328-unit apartment
complex on approximately 26 acres of land in Jackson, Mississippi. The
multifamily community was developed between 1995 and 1997, and was 98% leased at
the time of acquisition. The purchase price of $17.9 million was financed
through the assumption of debt totaling $11.0 million which bears interest at a
weighted average rate of 8.09%, and an advance on the Company's unsecured line
of credit. The average unit size is 1,045 square feet with average unit market
rent of $637 per month.
Lakewood Plaza--Jacksonville, Florida
On October 14, 1997, the Company acquired Lakewood Plaza, a 195,000 square foot
community shopping center in Jacksonville, Florida. The center, which was
redeveloped in 1995, was 94% leased at the time of acquisition. Lakewood Plaza
includes a 48,000 square foot Winn Dixie and a 10,000 square foot Beall's along
with 137,000 square feet of specialty-shop space. The purchase price of $14.4
million was financed through the issuance of 74,709 limited partnership units in
Colonial Realty Limited Partnership, valued at $2.1 million, and an advance on
the Company's unsecured line of credit. The acquisition agreement provides for
the Company to make an additional payment to the seller if certain lease-up
conditions are satisfied. The Company expects to make an additional payment to
the seller of approximately $.7 million pursuant to this provision.
Probable Properties
As described further below, the Company has entered into agreements to acquire
the Probable Properties. The acquisition of each of the Probable Properties is
subject to due diligence, definitive documentation of various agreements, and
other material conditions. If these conditions are satisfied, the Company
expects to complete these acquisitions during the next four weeks. There can be
no assurance that the conditions will be satisfied; that the Company will in
fact complete the acquisition of any or all of the Probable Properties; or that
any Probable Property acquisition that is completed will occur on schedule.
Page 3
<PAGE>
Greenville Property--Greenville, South Carolina
The Company has entered into an agreement to acquire the Greenville Property, a
350-unit complex on approximately 25 acres of land in Greenville, South
Carolina. The community was developed between 1995 and 1996, and is currently
90% leased. The Greenville Property would be acquired for a purchase price of
$21.7 million, which would be financed through an advance on the Company's
unsecured line of credit. The average unit size is 1,049 square feet with
average unit market rent of $727 per month.
Georgia Malls--Brunswick, Gainesville, and Valdosta Georgia
The Company has entered into an agreement to acquire the Georgia Malls, which
consists of three retail malls located in Brunswick, Gainesville, and Valdosta,
Georgia for a total purchase price of $97 million. The Georgia Malls contains a
total of 1.4 million square feet of gross leasable area. In connection with the
acquisition of the Georgia Malls, which has been structured as a like-kind
exchange, the Company has agreed to sell to a third party four multifamily
properties (Ski Lodge I, Ski Lodge II, Ski Lodge III and Vieux Carre, containing
a total of 2,096 apartment units) for a total sale price of $54.8 million. The
purchaser of the multifamily properties will pay the sale price by assuming an
existing mortgage of approximately $10 million and paying the remainder in cash.
The cash portion of the sale price, together with an advance on the Company's
unsecured line of credit, will be used to pay the purchase price of the Georgia
Malls.
Retail Portfolio--North Carolina, Tennessee, and Virginia
The Company has entered into an agreement to acquire the Retail Portfolio, which
consists of three enclosed malls located in Staunton, Virginia and Burlington
and Mount Airy, North Carolina and five community shopping centers located in
Abingdon, Virginia, Greensboro, Locust, and Yadkinville, North Carolina and
Chattanooga, Tennessee. The Retail Portfolio contains 1.5 million square feet of
gross leasable area and has a total purchase price of $78.5 million. The
acquisition of the Retail Portfolio will be funded through the assumption of
debt, the issuance of limited partnership units in Colonial Limited Limited
Partnership, and an advance on the Company's unsecured line of credit.
Page 4
<PAGE>
COLONIAL PROPERTIES TRUST
Item 7. Financial Statements and Exhibits
(a) Financial Statements of Businesses Acquired or to be Acquired
Page
Historical Summary of Revenues and Direct
Operating Expenses of Mark Trace Apartments....................6
Historical Summary of Revenues and Direct
Operating Expenses of Georgia Malls............................9
(b) Pro Forma Financial Information................................12
(c) Exhibits
23.1 Letter re: Consent of Independent Accountants...........21
Page 5
<PAGE>
REPORT OF INDEPENDENT ACCOUNTANTS
To the Board of Trustees
Colonial Properties Trust
We have audited the Historical Summary of Revenues and Direct Operating Expenses
of the Acquired Property--Mark Trace Apartments as defined in Note 1 for the
year ended December 31, 1996. 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--Mark Trace Apartments.
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--Mark Trace Apartments for the year ended December 31, 1996 in
conformity with generally accepted accounting principles.
/s/ Coopers & Lybrand L.L.P.
COOPERS & LYBRAND L.L.P.
Birmingham, Alabama
October 1, 1997
Page 6
<PAGE>
<TABLE>
ACQUIRED PROPERTY--MARK TRACE APARTMENTS
HISTORICAL SUMMARY OF
REVENUES AND DIRECT OPERATING EXPENSES
_____________________
<CAPTION>
For the
Year Ended
December 31, 1996
----------------
<S> <C>
Revenues $ 1,696,957
------------
Direct operating expenses:
General operating expenses 151,237
Salaries and benefits 48,396
Repairs and maintenance 73,852
Taxes, licenses, and insurance 138,696
------------
412,181
------------
Excess of revenues over direct
operating expenses $ 1,284,776
============
<FN>
See Note to Historical Summary of Revenues and Direct Operating Expenses.
</FN>
</TABLE>
Page 7
<PAGE>
ACQUIRED PROPERTY--MARK TRACE APARTMENTS
NOTE TO HISTORICAL SUMMARY OF
REVENUES AND DIRECT OPERATING EXPENSES
1. Accounting Policies
Description--The accompanying Historical Summary consists of the revenues
and direct operating expenses of Mark Trace Apartments, a multifamily
property (the Acquired Property) located in Jackson, Mississippi. Colonial
Properties Trust, through Colonial Realty Limited Partnership, purchased
the Acquired Property for a total of approximately $17.9 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.
Use of Estimates--The preparation of financial statements in conformity
with generally accepted accounting principles requires management to make
estimates and assumptions that affect the reported amounts of revenues and
expenses during the reporting period. Actual results could differ from
those estimates.
Page 8
<PAGE>
REPORT OF INDEPENDENT ACCOUNTANTS
To the Board of Trustees
Colonial Properties Trust
We have audited the Combined Historical Summary of Revenues and Direct Operating
Expenses of the Georgia Malls (the Properties) as defined in Note 1 for the year
ended December 31, 1996. This Combined Historical Summary is the responsibility
of the 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 Georgia Malls.
In our opinion, the Combined Historical Summary referred to above presents
fairly, in all material respects, the revenues and direct operating expenses of
Georgia Malls for the year ended December 31, 1996 in conformity with generally
accepted accounting principles.
/s/ Coopers & Lybrand L.L.P.
COOPERS & LYBRAND L.L.P.
Birmingham, Alabama
October 17, 1997
Page 9
<PAGE>
<TABLE>
THE GEORGIA MALLS
COMBINED HISTORICAL SUMMARY OF
REVENUES AND DIRECT OPERATING EXPENSES
_____________________
<CAPTION>
For the
Year Ended
December 31, 1996
----------------
<S> <C>
Revenues:
Base and percentage rents $ 10,008,715
CAM reimbursement 3,636,354
Other 683,398
------------
14,328,467
------------
Direct operating expenses:
General operating expenses 1,482,258
Salaries and benefits 970,393
Repairs and maintenance 880,018
Taxes, licenses, and insurance 982,735
------------
4,315,404
------------
Excess of revenues over direct
operating expenses $ 10,013,063
============
<FN>
See Notes to Combined Historical Summary of Revenues and Direct Operating
Expenses.
</FN>
</TABLE>
Page 10
<PAGE>
GEORGIA MALLS
NOTES TO COMBINED HISTORICAL SUMMARY OF
REVENUES AND DIRECT OPERATING EXPENSES
1. Accounting Policies
Description--The accompanying Combined Historical Summary consists of the
revenues and direct operating expenses of the Georgia Malls, three retail
properties (the Properties) located in Georgia. Colonial Properties Trust,
through Colonial Realty Limited Partnership, has signed an agreement to
purchase the Properties for a total of approximately $97.0 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.
Use of Estimates--The preparation of financial statements in conformity
with generally accepted accounting principles requires management to make
estimates and assumptions that affect the reported amounts of revenues and
expenses during the reporting period. Actual results could differ from
those estimates.
2. Leasing Operations
Minimum base rentals due in future periods under noncancelable operating
leases extending beyond one year at December 31, 1996, are as follows:
1997 $ 8,146,832
1998 7,396,880
1999 6,891,847
2000 6,263,596
2001 5,557,440
------------
$ 34,256,595
============
Page 11
<PAGE>
COLONIAL PROPERTIES TRUST
PRO FORMA CONSOLIDATED
CONDENSED BALANCE SHEET
September 30, 1997
(Unaudited)
The following unaudited pro forma consolidated condensed balance sheet reflects
significant transactions effected by the Company after September 30, 1997
including the purchase of one of the three Acquired Properties, purchase of the
twelve Probable Properties mentioned elsewhere herein (two of the three Acquired
Properties were purchased prior to September 30, 1997 and are already reflected
in the Company's historical balance sheet at September 30, 1997), and a proposed
offering of preferred securities to the public.
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, 1997, 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 1996 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 March
31, 1997, June 30, 1997, and September 30, 1997 Quarterly Reports 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 12
<PAGE>
<TABLE>
Colonial Properties Trust
Pro Forma Consolidated Condensed Balance Sheet
September 30, 1997
(In Thousands)
(Unaudited)
<CAPTION>
Colonial Colonial
Properties Pro Properties
Trust Forma Trust
Historical Adjustments Pro Forma
-------------- -------------- --------------
(A) (B)
<S> <C> <C> <C>
ASSETS
Land, buildings, & equipment, net $ 1,085,175 $ 157,260 $ 1,242,435
Undeveloped land and construction in progress 93,753 93,753
Cash and equivalents 3,254 3,254
Restricted cash 2,831 2,831
Accounts receivable, net 5,440 5,440
Prepaid expenses 2,947 2,947
Deferred debt and lease costs 7,014 7,014
Investment in subsidiaries 5,292 5,292
Other assets 5,420 5,420
============== ============== ==============
$ 1,211,126 $ 157,260 $ 1,368,386
============== ============== ==============
LIABILITIES AND SHAREHOLDERS' EQUITY
Notes and mortgages payable $ 666,617 $ 15,638 $ 682,255
Accounts payable 5,432 5,432
Accrued expenses 17,734 17,734
Tenant deposits 3,739 3,739
Unearned rent 1,467 1,467
-------------- -------------- --------------
Total liabilities 694,989 15,638 710,627
-------------- -------------- --------------
Minority interest 156,942 13,541 170,483
-------------- -------------- --------------
Preferred shares of beneficial
interest, $.01 par value -0- 121,063 121,063
Common shares of beneficial
interest, $.01 par value 209 209
Additional paid-in capital 393,264 7,018 400,282
Cumulative earnings 70,397 70,397
Cumulative distributions (104,211) (104,211)
Deferred compensation on restricted shares (464) (464)
-------------- -------------- --------------
Total shareholders' equity 359,195 128,081 487,276
-------------- -------------- --------------
$ 1,211,126 $ 157,260 $ 1,368,386
============== ============== ==============
</TABLE>
Page 13
<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, 1997 as presented in the Company's Form 10-Q as filed with the
Securities and Exchange Commission.
(B) Includes the acquisition of one of the three Acquired Properties, Lakewood
Plaza, for a purchase price of $14.4 million. This property acquisition was
financed through the issuance of limited partnership units in Colonial
Realty Limited Partnership and advances on the Company's unsecured line of
credit. Also includes the acquisition of the 12 Probable Properties; the
Greenville Property for a purchase price of $21.7 million, the Georgia
Malls for a purchase price of $97.0 million and the Retail Portfolio for a
purchase price of $78.5 million. These property acquisitions would be
financed through the issuance of limited partnership units in Colonial
Realty Limited Partnership, the exchange of four multifamily properties in
Alabama, advances on the Company's unsecured line of credit, the issuance
of securities to the public, and the assumption of indebtedness on two of
the properties.
Page 14
<PAGE>
COLONIAL PROPERTIES TRUST
PRO FORMA CONSOLIDATED CONDENSED
STATEMENTS OF OPERATIONS
For the Year Ended December 31, 1996 and
the Nine Months Ended September 30, 1997
(Unaudited)
The following unaudited pro forma consolidated condensed statements of
operations reflect significant transactions effected by the Company during 1997
which includes the purchase of the three Acquired Properties and the 12 Probable
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 equity
offerings completed in January 1996, January 1997, and July 1997, (ii) the
Operating Partnership's debt offerings completed in July 1996, December 1996,
January 1997, July 1997, August 1997, and September 1997, (iii) the Company's
acquisition of nine properties during 1997 other than the three Acquired
Properties, and (iv) a proposed offering of preferred securities subsequent to
September 30, 1997. 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, 1996 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, 1996, 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 and
Probable 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.
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 1996 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 March 31, 1997, June 30, 1997, and
September 30, 1997 Quarterly Reports 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 15
<PAGE>
<TABLE>
Colonial Properties Trust
Pro Forma Consolidated Condensed Statements of Operations
For the year ended December 31, 1996
(In Thousands, Except Per Share Data)
(Unaudited)
<CAPTION>
For the year ended December 31, 1996
---------------------------------------------------
Colonial Colonial
Properties Pro Properties
Trust Forma Trust
Historical Adjustments Pro Forma
--------------- ---------------------------------
(A) (B)
<S> <C> <C> <C>
Revenues:
Rent $ 130,370 $ 40,316 $ 170,686
Other 4,511 (277) 4,234
--------------- --------------- ---------------
Total revenue 134,881 40,039 174,920
--------------- --------------- ---------------
Property operating expenses:
General operating expenses 9,530 3,254 12,784
Salaries and benefits 8,606 989 9,595
Repairs and maintenance 13,073 3,154 16,227
Taxes, licenses and insurance 11,538 3,194 14,732
General and administrative 4,071 358 4,429
Depreciation 22,025 7,827 29,852
Amortization 1,509 47 1,556
--------------- --------------- ---------------
Total operating expenses 70,352 18,823 89,175
--------------- --------------- ---------------
Income from operations 64,529 21,216 85,745
--------------- --------------- ---------------
Other income (expense):
Interest expense (24,584) (2,357) (26,941)
Income from partnerships 835 (36) 799
Gains from sale of property 468 -0- 468
Minority interest in consolidated operating property -0- 15 15
--------------- --------------- ---------------
Total other expense (23,281) (2,378) (25,659)
--------------- --------------- ---------------
Income before extraordinary items and
minority interest in CRLP 41,248 18,838 60,086
Extraordinary loss from debt extinguishment (511) 511 -0-
--------------- --------------- ---------------
Income before minority interest in CRLP 40,737 19,349 60,086
Minority interest in CRLP 13,231 5,988 19,219
--------------- --------------- ---------------
Net income $ 27,506 $ 13,361 $ 40,867
Preferred dividends -0- 10,469 10,469
--------------- --------------- ---------------
Net income available to common shareholders $ 27,506 $ 2,892 $ 30,398
=============== =============== ===============
Net income per share $ 1.58 $ 1.45
=============== ===============
Common shares outstanding 17,378 20,934
=============== ===============
</TABLE>
Page 16
<PAGE>
<TABLE>
Colonial Properties Trust
Pro Forma Consolidated Condensed Statements of Operations
For the nine months ended September 30, 1997
(In Thousands, Except Per Share Data)
(Unaudited)
<CAPTION>
For the nine months ended September 30, 1997
---------------------------------------------------
Colonial Colonial
Properties Pro Properties
Trust Forma Trust
Historical Adjustments Pro Forma
--------------- ---------------------------------
(A) (B)
<S> <C> <C> <C>
Revenues:
Rent $ 109,910 $ 23,451 $ 133,361
Other 19,562 (183) 19,379
--------------- --------------- ---------------
Total revenue 129,472 23,268 152,740
--------------- --------------- ---------------
Property operating expenses:
General operating expenses 9,010 1,569 10,579
Salaries and benefits 7,468 591 8,059
Repairs and maintenance 13,204 1,964 15,168
Taxes, licenses and insurance 11,489 1,992 13,481
General and administrative 4,272 175 4,447
Depreciation 22,426 4,611 27,037
Amortization 888 10 898
--------------- --------------- ---------------
Total operating expenses 68,757 10,912 79,669
--------------- --------------- ---------------
Income from operations 60,715 12,356 73,071
--------------- --------------- ---------------
Other income (expense):
Interest expense (28,796) (1,494) (30,290)
Income from partnerships 130 (13) 117
Gains (losses) from sale of property (1) -0- (1)
Minority interest in consolidated operating property (179) -0- (179)
--------------- --------------- ---------------
Total other expense (28,846) (1,507) (30,353)
--------------- --------------- ---------------
Income before extraordinary items and
minority interest in CRLP 31,869 10,849 42,718
Extraordinary loss from debt extinguishment (3,408) 3,408 -0-
--------------- --------------- ---------------
Income before minority interest in CRLP 28,461 14,257 42,718
Minority interest in CRLP 8,832 4,831 13,663
--------------- --------------- ---------------
Net income $ 19,629 $ 9,426 $ 29,055
Preferred dividends -0- 7,852 7,852
--------------- --------------- ---------------
Net income available to common shareholders $ 19,629 $ 1,574 $ 21,203
=============== =============== ===============
Net income per share $ 1.01 $ 1.01
=============== ===============
Common shares outstanding 19,414 20,934
=============== ===============
</TABLE>
Page 17
<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, 1996, as presented in the Company's 1996 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, 1997 as presented in the Company's September 30, 1997
Quarterly Report as filed with the Securities and Exchange Commission on
Form 10-Q.
(B) Reflects the operating results of the 12 properties acquired during 1997
(less the operations of two multifamily properties and one office property
which were involved in two of the 1997 acquisitions, as discussed in the
Company's Form 8-K filed July 21, 1997), and the 12 Probable Properties
expected to be acquired during the fourth quarter of 1997, less the
operations of the four properties exchanged in connection with one of the
acquisitions, as 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. This column also 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.
Included elsewhere herein are Historical Summaries of Revenues and Direct
Operating Expenses for one of the Acquired Properties and three of the
Probable Properties. The pro forma statements of operations include certain
adjustments made to these historical summaries as presented in the
following table.
For the
Year Ended
December 31, 1996
(in thousands)
--------------
Excess of revenues over direct
operating expenses (1)
Mark Trace Apartments $ 1,285
Georgia Malls 10,013
Other properties 17,792
--------------
29,090
Less (Plus):
Depreciation and
amortization of property (2) 7,874
Interest on acquisition
financing, net of savings from debt
and equity offerings (3) 2,357
Preferred stock dividends 10,469
Other adjustments (490)
--------------
Pro forma income before
minority interest $ 8,880
==============
Page 18
<PAGE>
(1) The excess of revenues over direct operating expenses is based upon
historical operations for the properties acquired or to be acquired
during 1997 for the year ended December 31, 1996, as contained in the
Historical Summary of Revenues and Direct Operating Expenses and the
Combined Historical Summary of Revenues and Direct Operating Expenses
included elsewhere herein for the properties whose December 31, 1996
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 and Probable
Properties including advances on the Company's unsecured line of
credit, net of the 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.
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<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: October 29, 1997 /s/ Howard B. Nelson, Jr.
-------------------------
Howard B. Nelson, Jr.
Chief Financial Officer
Date: October 29, 1997 /s/ Howard B. Nelson, Jr.
-------------------------
Howard B. Nelson, Jr.
Chief Financial Officer
(Duly Authorized Officer
and Principal Financial Officer)
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<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-8 related to the Non-Employee
Trustee Share Plan filed on May 15, 1997; Form S-8 related to the Employee Share
Purchase Plan filed on May 15, 1997; Form S-8 related to the Employee Share
Option and Restricted Share Plan and the Non-Employee Trustee Share Option Plan
filed on May 15, 1997; Form S-3 related to the Shelf Registration filed on
January 8, 1997; Form S-3 related to the Shelf Registration filed on October 23,
1997; 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 October 1, 1997 on our audit of the
Historical Summary of Revenues and Direct Operating Expenses of Acquired
Property--Mark Trace Apartments; and our report dated October 17, 1997 on our
audits of the Combined Historical Summary of Revenues and Direct Operating
Expenses of the Georgia Malls which reports are included in this Form 8-K.
/s/ Coopers & Lybrand L.L.P.
COOPERS & LYBRAND L.L.P.
Birmingham, Alabama
October 29, 1997
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