UNITED STATES
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: September Commission File Number: 1-12358
30, 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)
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 October 29, 1997, Colonial Properties Trust had 20,934,680 Common
Shares of Beneficial Interest outstanding.
<PAGE>
COLONIAL PROPERTIES TRUST
INDEX TO FORM 10-Q
Page
PART I: FINANCIAL INFORMATION
Item 1. Financial Statements (Unaudited)
Consolidated Condensed Balance Sheets as of
September 30, 1997 and December 31, 1996 3
Consolidated Condensed Statements of Income for the
Three Months and for the Nine Months Ended September 30, 4
1997 and 1996
Consolidated Condensed Statements of Cash Flows
for the Nine Months Ended September 30, 1997 and 1996 5
Notes to Consolidated Condensed Financial Statements 6
Report of Independent Accountants 9
Item 2. Management's Discussion and Analysis of Financial 10
Condition and Results of Operations
PART II: OTHER INFORMATION
Item 4. Submission of Matters to a Vote of Security Holders 13
Item 6. Exhibits and Reports on Form 8-K 13
SIGNATURES 14
EXHIBIT 15
Page 2
<PAGE>
<TABLE>
COLONIAL PROPERTIES TRUST
CONSOLIDATED CONDENSED BALANCE SHEETS
(in thousands)
____________________
<CAPTION>
September 30, 1997
(Unaudited) December 31, 1996
---------------------- --------------------
ASSETS
<S> <C> <C>
Land, buildings, and equipment, net $ 1,085,175 $ 801,800
Undeveloped land and construction in progress 93,753 113,689
Cash and equivalents 3,254 3,342
Restricted cash 2,831 2,450
Accounts receivable, net 5,440 4,792
Prepaid expenses 2,947 4,582
Deferred debt and lease costs, net 7,014 6,028
Investments 5,292 5,692
Other assets 5,420 5,730
---------------------- --------------------
$ 1,211,126 $ 948,105
====================== ====================
LIABILITIES AND SHAREHOLDERS' EQUITY
Notes and mortgages payable $ 666,617 $ 506,435
Accounts payable 5,432 17,672
Accrued interest 6,422 5,465
Accrued expenses 11,312 1,705
Tenant deposits 3,739 2,926
Unearned rent 1,467 924
---------------------- --------------------
Total liabilities 694,989 535,127
---------------------- --------------------
Minority interest 156,942 133,474
---------------------- --------------------
Common shares of beneficial interest,
$.01 par value, 50,000,000 shares
authorized; 20,934,059 and 17,659,696
shares issued and outstanding at
September 30, 1997 and
December 31, 1996, respectively 209 177
Additional paid-in capital 393,264 302,304
Cumulative earnings 70,397 50,768
Cumulative distributions (104,211) (73,387)
Deferred compensation on restricted shares (464) (358)
---------------------- --------------------
Total shareholders' equity 359,195 279,504
---------------------- --------------------
$ 1,211,126 $ 948,105
====================== ====================
<FN>
The accompanying notes are an integral part of these financial statements.
</FN>
</TABLE>
Page 3
<PAGE>
<TABLE>
COLONIAL PROPERTIES TRUST
CONSOLIDATED CONDENSED STATEMENTS OF INCOME
(Unaudited)
(in thousands, except per share data)
_____________________
<CAPTION>
Three Months Ended Nine Months Ended
September 30, September 30,
------------------------------------ ------------------------------------
1997 1996 1997 1996
------------------------------------ ------------------------------------
<S> <C> <C> <C> <C>
Revenue:
Base rent $ 40,150 $ 30,015 $ 109,910 $ 83,522
Percentage rent 214 310 906 969
Tenant recoveries 4,386 2,907 11,592 7,472
Other 2,729 1,600 7,064 4,300
----------------- ----------------- ----------------- ----------------
Total revenue 47,479 34,832 129,472 96,263
----------------- ----------------- ----------------- ----------------
Property operating expenses:
General operating expenses 3,393 2,558 9,010 7,100
Salaries and benefits 2,781 2,321 7,468 6,449
Repairs and maintenance 5,180 3,630 13,204 9,777
Taxes, licenses, and insurance 4,055 2,840 11,489 8,374
General and administrative 1,508 1,033 4,272 2,598
Depreciation 8,372 5,790 22,426 15,792
Amortization 162 251 888 1,241
----------------- ----------------- ----------------- ----------------
Total operating expenses 25,451 18,423 68,757 51,331
----------------- ----------------- ----------------- ----------------
Income from operations 22,028 16,409 60,715 44,932
----------------- ----------------- ----------------- ----------------
Other income (expense):
Interest expense (10,934) (6,383) (28,796) (16,614)
Income from equity investments 104 200 130 156
Gains (losses) from sales of property -0- -0- (1) 15
Minority interest in consolidated operating property (64) -0- (179) -0-
----------------- ----------------- ----------------- ----------------
Total other expense (10,894) (6,183) (28,846) (16,443)
----------------- ----------------- ----------------- ----------------
Income before extraordinary item and
minority interest in CRLP 11,134 10,226 31,869 28,489
Extraordinary loss from early extinguishment of debt (2,927) (10) (3,408) (488)
----------------- ----------------- ----------------- ----------------
Income before minority interest in CRLP 8,207 10,216 28,461 28,001
Minority interest in income of CRLP 2,531 3,302 8,832 9,553
----------------- ----------------- ----------------- ----------------
Net income $ 5,676 $ 6,914 $ 19,629 $ 18,448
================= ================= ================= ================
Net income per share $ 0.28 $ 0.39 $ 1.01 $ 1.07
================= ================= ================= ================
Weighted average common shares outstanding 20,372 17,657 19,414 17,284
================= ================= ================= ================
<FN>
The accompanying notes are an integral part of these financial statements.
</FN>
</TABLE>
Page 4
<PAGE>
<TABLE>
COLONIAL PROPERTIES TRUST
CONSOLIDATED CONDENSED STATEMENTS OF CASH FLOWS
(Unaudited)
(in thousands)
___________________
<CAPTION>
Nine Months Ended
September 30,
------------------------------------
1997 1996
---------------- -----------------
<S> <C> <C>
Cash flows from operating activities:
Net income $ 19,629 $ 18,448
Adjustments to reconcile net income to net cash provided
by operating activities:
Depreciation and amortization 23,314 17,033
Income from subsidiaries (130) (156)
Minority interest 9,011 9,553
Other 3,807 4
Decrease (increase) in:
Restricted cash (381) (394)
Accounts receivable (692) (404)
Prepaid expenses 1,039 (1,454)
Other assets 69 (1,222)
Increase (decrease) in:
Accounts payable (12,240) 135
Accrued interest 957 8,508
Accrued expenses and other 5,519 82
---------------- -----------------
Net cash provided by operating activities 49,902 50,133
---------------- -----------------
Cash flows from investing activities:
Acquisition of properties (113,400) (90,054)
Development expenditures (68,450) (68,015)
Tenant improvements (1,289) (556)
Capital expenditures (8,052) (4,490)
Proceeds from sales of property -0- 6
Distributions from subsidiaries 670 784
Capital contributions to subsidiaries (141) (14)
---------------- -----------------
Net cash used in investing activities (190,662) (162,339)
---------------- -----------------
Cash flows from financing activities:
Proceeds from stock issuance, net of expenses paid 93,003 106,860
Principal reductions of debt (101,589) (37,561)
Proceeds from additional borrowings 175,246 130,040
Net change in revolving credit balances 21,211 (44,994)
Dividends paid to common shareholders (30,824) (26,478)
Distributions to minority partners in CRLP (13,272) (12,332)
Payment of mortgage financing cost (1,334) (2,588)
Other, net (1,769) 101
---------------- -----------------
Net cash provided by financing activities 140,672 113,048
---------------- -----------------
Increase (decrease) in cash and equivalents (88) 842
Cash and equivalents, beginning of period 3,342 1,588
---------------- -----------------
Cash and equivalents, end of period $ 3,254 $ 2,430
================ =================
<FN>
The accompanying notes are an integral part of these financial statements.
</FN>
</TABLE>
Page 5
<PAGE>
COLONIAL PROPERTIES TRUST
NOTES TO CONSOLIDATED
CONDENSED FINANCIAL STATEMENTS
September 30, 1997
(Unaudited)
Note 1 -- Basis of Presentation
The accompanying unaudited consolidated condensed financial statements of
Colonial Properties Trust (the "Company") 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, 1996, and with the information filed
with the Securities and Exchange Commission on Form 10-Q for the quarters ended
March 31, 1997, and June 30, 1997. The December 31, 1996 balance sheet data
presented herein was derived from audited financial statements but does not
include all disclosures required by generally accepted accounting principles.
In February 1997, the Financial Accounting Standards Board (FASB) issued
Statement of Financial Accounting Standards No. 128, "Earnings Per Share" (SFAS
128). SFAS 128 supersedes existing generally accepted accounting principles
relative to the calculation of earnings per share, is effective for years ending
after December 15, 1997, and requires restatement of all prior period earnings
per share information upon adoption. Generally, SFAS 128 requires a calculation
of basic earnings per share, which takes into consideration income (loss)
available to common shareholders and the weighted average of common shares
outstanding. SFAS 128 also requires the calculation of a diluted earnings per
share, which takes into account the impact of all additional common shares that
would have been outstanding if all dilutive potential common shares relating to
options, warrants, and convertible securities had been issued, as long as their
effect is dilutive, with a related adjustment of income available for common
shareholders, as appropriate. SFAS 128 requires dual presentation of basic and
diluted earnings per share on the face of the statement of operations and
requires a reconciliation of the numerator and denominator of the basic earnings
per share computation. The Company does not expect the effect of its adoption of
SFAS 128 to be material to the financial statements.
In June 1997, the FASB issued SFAS No. 130, Reporting Comprehensive
Income, which requires the reporting and display of comprehensive income and its
components in an entity's financial statements, and SFAS No. 131, Disclosures
about Segments of an Enterprise and Related Information, which specifies revised
guidelines for determining an entity's operating segments and the type and level
of financial information to be included. The Company is required to adopt these
statements in fiscal year 1998. The impact of these pronouncements on the
Company is currently being evaluated.
Note 2 -- Acquisitions
On July 11, 1997, the Company acquired a multifamily community in Athens,
Georgia. The property was acquired for a purchase price of $12.9 million which
was financed through the issuance of 27,275 limited partnership units of
Colonial Realty Limited Partnership valued at $.8 million and an advance on the
Company's unsecured line of credit. The community was purchased from a
corporation whose shareholders include two trustees of the Company.
Page 6
<PAGE>
On July 14, 1997, the Company acquired a multifamily community in
Pensacola, Florida. The property was acquired for a purchase price of $10.6
million which was financed through the issuance of 35,522 limited partnership
units of Colonial Realty Limited Partnership valued at $1.0 million and an
advance on the Company's unsecured line of credit.
On July 31, 1997, the Company merged a portion of the assets of Johnson
Development Company, LLC, which included the six existing office buildings at
the Mansell 400 Business Center in Atlanta, Georgia. 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 mortgage debt totaling $31.7 million which
bears interest at a weighted average rate of 8.42%, and an advance from the
Company's unsecured line of credit. As a result of this transaction, the seller,
William M. Johnson, was elected as a trustee of the Company.
On August 29, 1997, the Company acquired a multifamily community in
Jackson, Mississippi. The property was acquired for a purchase price of $17.9
million which was financed through the assumption of mortgage 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.
On October 14, 1997, the Company acquired a community shopping center in
Jacksonville, Florida. The property was acquired for a purchase price of $14.4
million which 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 additional purchase price, approximately $.7 million, to be paid to
the seller through the issuance of additional limited partnership units in
Colonial Realty Limited Partnership if certain lease-up conditions are
satisfied.
Note 3 -- Increase in Revolving Credit Agreement
On July 10, 1997, the Company increased the borrowing capacity under its
unsecured line of credit from $125 million to $200 million. The credit facility,
which is used by the Company primarily to finance additional property
investments, bears interest at a rate ranging between 100 and 150 basis points
above LIBOR. The credit facility is renewable annually in July with approval of
all parties involved and provides for a two-year amortization in the event of
non-renewal.
Note 4 -- Public Offerings of Securities
On July 25, 1997, the Company completed a $75 million public offering of
unsecured medium term notes by its subsidiary Colonial Realty Limited
Partnership. The securities, which mature in July 2004, bear a coupon rate of
6.96%, which equated to a spread of 75 basis points over the seven-year
Treasury. The Company used the net proceeds of the offering to repay a portion
of the outstanding balance on its unsecured line of credit.
On July 30, 1997, the Company completed an offering of 1.7 million shares
of the Company's common stock at $30.9375 per share. The net proceeds to the
Company, after the underwriter's discount and minimal offering expenses, were
approximately $49.7 million. The Company used the net proceeds of the offering
to repay a portion of the outstanding balance on its unsecured line of credit.
Page 7
<PAGE>
On August 6, 1997, the Company completed a $25 million public offering of
unsecured medium term notes by its subsidiary Colonial Realty Limited
Partnership. The securities, which mature in August 2005, bear a coupon rate of
6.96%, which equated to a spread of 80 basis points over the eight-year
Treasury. The Company used the net proceeds to repay a portion of the
outstanding balance on its unsecured line of credit.
On September 26, 1997, the Company completed a $25 million public offering
of unsecured medium term notes by its subsidiary Colonial Realty Limited
Partnership. The securities, which mature in September 2005, bear a coupon rate
of 6.98%, which equated to a spread of 85 basis points over the eight-year
Treasury. The Company used the net proceeds to repay a portion of the
outstanding balance on its unsecured line of credit. Subsequent to the receipt
and application of the proceeds from this offering the outstanding balance on
the Company's $200 million unsecured line of credit was approximately $65.4
million.
Note 5 -- Distribution
On October 23, 1997, a cash distribution was declared to shareholders of
the Company and partners of Colonial Realty Limited Partnership in the amount of
$0.52 per share and per unit, respectively, totaling $15.5 million. The
distribution will be made to shareholders of record as of November 3, 1997, and
will be paid on November 10, 1997.
Note 6 -- Subsequent Event
On October 23, 1997, the Company's shareholders approved amendments to the
Company's Declaration of Trust increasing the number of authorized shares to
75,000,000, consisting of 65,000,000 common shares and 10,000,000 preferred
shares.
Page 8
<PAGE>
REPORT OF INDEPENDENT ACCOUNTANTS
To the Board of Trustees of
Colonial Properties Trust:
We have reviewed the accompanying consolidated condensed balance sheet of
Colonial Properties Trust (the "Company") as of September 30, 1997, and the
related consolidated condensed statements of income for the three-month and
nine-month periods ended September 30, 1997 and 1996, and the consolidated
condensed statements of cash flows for the nine-month periods ended September
30, 1997 and 1996. 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, 1996, 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 24, 1997, 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, 1996, is
fairly stated in all material respects in relation to the consolidated balance
sheet from which it has been derived.
/s/ Coopers & Lybrand L.L.P.
COOPERS & LYBRAND L.L.P.
Birmingham, Alabama
October 20, 1997
Page 9
<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 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.
Results of Operations -- Three Months Ended September 30, 1997 and 1996
Revenue -- Total revenue increased by $12,647,000, or 36.6%, for the third
quarter of 1997 when compared to the third quarter of 1996. Of this increase,
$11,021,000 represents revenues generated by properties acquired or developed
during 1996 and 1997. The $1,626,000 remainder of the increase primarily
represents an increase in rents charged to tenants.
Operating Expenses -- Total operating expenses increased by $7,028,000, or
38.1%, for the third quarter of 1997 when compared to the third quarter of 1996.
Of this increase, $5,439,000 represents operating expenses of the properties
acquired or developed during 1996 and 1997. Operating expenses also increased
$232,000 due to the accrual of additional salaries in 1997 and the amortization
of additional deferred compensation on restricted shares. The remainder of the
increase in operating expenses is due to an overall increase in corporate
overhead and personnel costs.
Other Income and Expense -- Interest expense increased by $4,551,000, or
71.3%, for the third quarter of 1997 when compared to the third quarter of 1996.
Interest expense increased $4,467,000 due to the increase in indebtedness which
was incurred to finance acquisition and development activity, net of
indebtedness which was repaid through a portion of the Company's equity offering
proceeds in January and July 1997, and net of interest expense of two properties
exchanged in two of the acquisitions in 1997 in which the purchasers assumed the
existing mortgages on those properties. Interest expense decreased by $295,000
due to the capitalization of $1,466,000 in interest on construction expenditures
during the third quarter of 1997 compared to $1,171,000 capitalized during the
third quarter of 1996.
Results of Operations -- Nine Months Ended September 30, 1997 and 1996
Revenue -- Total revenue increased by $33,209,000, or 34.5%, for the nine
months ended September 30, 1997 when compared to the nine months ended September
30, 1996. Of this increase, $28,028,000 represents revenues generated by
properties acquired or developed during 1996 and 1997. The $5,181,000 remainder
of the increase in revenues when comparing the first nine months of 1997 to the
first nine months of 1996 primarily represents an increase in rents charged to
tenants.
Operating Expenses -- Total operating expenses increased by $17,426,000,
or 33.9%, for the nine months ended September 30, 1997 when compared to the nine
months ended September 30, 1996. Of this increase, $13,672,000 represents
operating expenses of the properties acquired or developed during 1996 and 1997.
Operating expenses also increased by $480,000 due to the resolution of prior
reserves for certain state tax contingencies in the amount of $750,000 in the
first nine months of 1996 and only $270,000 in the first nine months of 1997.
Operating expenses also increased $238,000 due to the accrual of additional
salaries in 1997 and the recognition of additional deferred compensation on
restricted shares. The remainder of the increase in operating expenses is due to
an overall increase in corporate overhead and personnel costs.
Page 10
<PAGE>
Other Income and Expense -- Interest expense increased by $12,182,000, or
73.3%, for the nine months ended September 30, 1997 when compared to the nine
months ended September 30, 1996. Interest expense increased $9,496,000 due to
the increase in indebtedness which was incurred to finance acquisition and
development activity, net of indebtedness which was repaid through a portion of
the Company's equity offering proceeds in January and July 1997, and net of
interest expense of two properties exchanged in two of the acquisitions in 1997
in which the purchasers assumed the existing mortgages on those properties.
Interest expense decreased by $987,000 due to the capitalization of $2,406,000
in interest on construction expenditures during the first half of 1997 compared
to $1,419,000 capitalized during the first half of 1996.
Liquidity and Capital Resources
As of September 30, 1997, the Company had one bank line of credit with a
balance outstanding of $70,026,000. The line of credit provides for total
borrowings of up to $200 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 100 to LIBOR plus 150 basis points and expires
in July 1998.
On July 25, 1997, the Company completed a $75 million public offering of
unsecured medium term notes by its subsidiary Colonial Realty Limited
Partnership. The securities mature in July 2004 and bear a coupon rate of 6.96%.
The Company used the net proceeds of the offering to repay a portion of the
outstanding balance on its unsecured line of credit.
On July 30, 1997, the Company completed an offering of 1.7 million shares
of the Company's common stock at $30.9375 per share. The net proceeds to the
Company, after the underwriter's discount and minimal offering expenses, were
approximately $49.7 million. The Company used the net proceeds of the offering
to repay a portion of the outstanding balance on its unsecured line of credit.
On August 6, 1997, the Company completed a $25 million public offering of
unsecured medium term notes by its subsidiary Colonial Realty Limited
Partnership. The securities mature in August 2005 and bear a coupon rate of
6.96%. The Company used the net proceeds to repay a portion of the outstanding
balance on its unsecured line of credit.
On September 26, 1997, the Company completed a $25 million public offering
of unsecured medium term notes by its subsidiary Colonial Realty Limited
Partnership. The securities mature in September 2005 and bear a coupon rate of
6.98%. The Company used the net proceeds to repay a portion of the outstanding
balance on its unsecured line of credit. Subsequent to the receipt and
application of the proceeds from this offering the outstanding balance on the
Company's $200 million unsecured line of credit was approximately $65.4 million.
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.
Page 11
<PAGE>
Funds from Operations
The Company generally considers Funds From Operations ("FFO") a widely
used and appropriate measure of performance for an equity REIT that provides a
relevant basis for comparison among REITs. FFO, as defined by the National
Association of Real Estate Investment Trusts (NAREIT), means income (loss)
before minority interest (determined in accordance with GAAP), excluding gains
(losses) from debt restructuring and sales of property, plus real estate related
depreciation and amortization and after adjustments for unconsolidated
partnerships and joint ventures. FFO is presented to assist investors in
analyzing the performance of the Company. The Company's method of calculating
FFO may be different from methods used by other REITs and, accordingly, may not
be comparable to such other REITs. FFO (i) does not represent cash flows from
operations as defined by GAAP, (ii) is not indicative of cash available to fund
all cash flow needs and liquidity, including its ability to make distributions,
and (iii) should not be considered as an alternative to net income (as
determined in accordance with GAAP) for purposes of evaluating the Company's
operating performance. The Company's FFO for the third quarter of 1997 and 1996
and nine months ended September 30, 1997 and 1996 was computed as follows:
Three Months Ended Nine Months Ended
September 30, September 30,
--------------------- --------------------
(in thousands) 1997 1996 1997 1996
- --------------------------------------- --------- --------- ---------
Net Income $ 5,676 $ 6,914 $ 19,629 $ 18,448
Adjustments:
Minority interest in CRLP 2,531 3,302 8,832 9,553
Real estate
depreciation (1) 8,451 5,937 22,720 16,229
(Gains) losses from
sales of
property (1) -0- (1) 4 (16)
Debt prepayment
penalties 2,927 9 3,408 487
- --------------------------------------- --------- --------- ---------
Funds From Operations $ 19,585 $ 16,161 $ 54,593 $ 44,701
- --------------------------------------- --------- --------- ---------
(1) Includes pro-rata share of adjustments for subsidiaries.
Page 12
<PAGE>
COLONIAL PROPERTIES TRUST
PART II -- OTHER INFORMATION
Item 4. Submission of Matters to a Vote of Security Holders.
None.
Item 6. Exhibits and Reports on Form 8-K.
(a) Exhibits
15. Letter re: Unaudited Interim Financial Information
(b) Reports on Form 8-K
The following reports on Form 8-K have been filed during the quarter
ended September 30, 1997: Form 8-K dated July 21, 1997, reported
certain property acquisitions during 1997 up to July 21, 1997, under
Item 5, "Other Events."
Page 13
<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
(Duly Authorized Officer
and Principal Financial Officer)
Date: October 29, 1997 /s/ Kenneth E. Howell
Kenneth E. Howell
Vice President, Controller,
and Assistant Secretary
(Principal Accounting Officer)
Page 14
<PAGE>
Securities and Exchange Commission
450 Fifth Street, N. W.
Washington, D. C. 20549
Re: Colonial Properties Trust
(File No. 1-12358)
Registrations on Form S-8
Registrations on Form S-3
We are aware that our report dated October 20, 1997 on our review of interim
financial information of Colonial Properties Trust for the three-month and
nine-month periods ended September 30, 1997 and 1996 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-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-8 related
to the Employee Share Purchase Plan filed on May 15, 1997, Form S-8 related to
the Non-Employee Trustee Share 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-8 related to the registration of
common stock issuable under the Colonial Properties Trust 401(k)/Profit-Sharing
Plan filed on October 15, 1996, and Form S-3 related to the Dividend
Reinvestment Plan filed on April 11, 1995, as amended. 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.
/s/ Coopers & Lybrand L.L.P.
COOPERS & LYBRAND L.L.P.
Birmingham, Alabama
October 28, 1997
Page 15
<TABLE> <S> <C>
<ARTICLE> 5
<MULTIPLIER> 1,000
<S> <C>
<PERIOD-TYPE> 9-MOS
<FISCAL-YEAR-END> DEC-31-1997
<PERIOD-END> SEP-30-1997
<CASH> 3,254
<SECURITIES> 0
<RECEIVABLES> 5,440
<ALLOWANCES> 0
<INVENTORY> 0
<CURRENT-ASSETS> 0
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0
0
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</TABLE>
