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 1, 1998
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 an additional phase of an existing multifamily apartment
community in Florida, one multifamily apartment community in Texas, and an
additional phase of an existing office and retail property in Georgia (the
Acquired Properties) since June 11, 1998 (the date of the last Form 8-K filed).
The Company also currently has three probable acquisitions which include one
multifamily property located in Georgia, one office property located in Alabama,
and one office property located in Florida (the Probable Properties). 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 one of the Probable Properties are
being filed to keep the Company's shelf registration statement current.
Terms of Acquisition
The Acquired Properties total 570 apartment units, 21,000 square feet of retail
space, and 163,000 square feet of office space and were purchased at a combined
purchase price of $57.0 million. The three Probable Properties total 256
apartment units and 325,000 square feet of office space, and would be purchased
at a combined purchase price of $42.4 million. The combined completed and
probable acquisitions would increase the Company's multifamily portfolio to
14,829 apartment units, increase the Company's retail portfolio to 11.7 million
square feet, and increase the Company's office portfolio to 2.7 million square
feet. 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. The purchase prices of the Probable
Properties would be financed through advances on the Company's unsecured line of
credit.
Description of Property
Acquired Properties
River Hills I--Tampa, Florida
On July 1, 1998, the Company acquired River Hills I, a 248-unit phase of the
River Hills apartment complex on approximately 30 acres of land in Tampa,
Florida. The multifamily community was developed in 1985 and was 90% leased at
the time of acquisition. The purchase price of $8.5 million was funded through
an advance on the Company's unsecured line of credit. The average unit size is
907 square feet with average unit market rent of $549 per month.
2
<PAGE>
Haverhill Apartments--San Antonio, Texas
On July 1, 1998, the Company acquired a 79.8% interest in Haverhill Apartments,
a 322-unit apartment complex on approximately 19 acres of land in San Antonio,
Texas. The multifamily community was developed in 1998 and was 90% leased at the
time of acquisition. The purchase price of $17.2 million was funded through an
advance on the Company's unsecured line of credit. The average unit size is
1,019 square feet with average unit market rent of $857 per month. The remaining
20.2% ownership in this property will be reflected as "minority interest in
consolidated operating property" in the Company's balance sheet and statement of
income, and will be included in "minority interest" on the Company's statement
of cash flows.
Mansell Overlook 200 and Shoppes at Mansell--Atlanta, Georgia
On July 1, 1998, the Company completed the final phase of the merger with the
assets of Johnson Development Company, LLC. The president of Johnson Development
Company is also a trustee of the Company. The final phase included Mansell
Overlook 200, a six-story office building containing 163,000 square feet of
space, and the Shoppes at Mansell, a 21,000 square foot community shopping
center.
Mansell Overlook 200 was developed in 1997 and was 95% occupied at the time of
the merger. This part of the merger, valued at $27.7 million, was funded through
the issuance of 396,365 limited partnership units in Colonial Realty Limited
Partnership valued at $11.7 million, and an advance on the Company's unsecured
line of credit.
The Shoppes at Mansell was also developed in 1997 and was 95% occupied at the
time of the merger. The merger of Shoppes at Mansell, valued at $3.7 million,
was funded through the issuance of 76,809 limited partnership units in Colonial
Realty Limited Partnership valued at $2.3 million, and an advance on the
Company's unsecured line of credit.
3
<PAGE>
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.
Augusta Property--Augusta, Georgia
The Company has entered into an agreement to acquire the Augusta Property, a
256-unit complex on approximately 22 acres of land in Augusta, Georgia. The
community was developed in 1970 and 1988, and is currently 95% leased. The
Augusta Property would be acquired for a purchase price of $8.8 million, which
would be financed through an advance on the Company's unsecured line of credit.
The average unit size is 993 square feet with average unit market rent of $671
per month.
Birmingham Property--Birmingham, Alabama
The Company has entered into an agreement to acquire the Birmingham Property, a
three-story office building containing 35,000 square feet of space in
Birmingham, Alabama. The Birmingham Property would be acquired for a total
purchase price of $3.1 million, which would be financed through an advance on
the Company's unsecured line of credit.
Tampa Property--Tampa, Florida
The Company has also entered into an agreement to acquire the Tampa Property, an
office park comprised of four multi-story, multi-tenant office buildings
containing a total of 290,000 square feet of space in Tampa, Florida. The Tampa
Property would be acquired for a total purchase price of $30.5 million, which
would be financed through an advance on the Company's unsecured line of credit.
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 Perimeter Corporate Park.................6
Historical Summary of Revenues and Direct
Operating Expenses of the Tampa Property.......................9
(b) Pro Forma Financial Information................................12
(c) Exhibits
23.1 Letter re: Consent of Independent Accountants...........21
5
<PAGE>
REPORT OF INDEPENDENT ACCOUNTANTS
To the Board of Trustees and Shareholders of
Colonial Properties Trust;
To the Board of Directors of
Colonial Properties Holding Company, Inc.:
We have audited the Historical Summary of Revenues and Direct Operating Expenses
of Perimeter Corporate Park (the Property) as defined in Note 1 for the year
ended December 31, 1997. This Historical Summary is the responsibility of the
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 Forms 8-K of Colonial
Properties Trust and Colonial Realty Limited Partnership, and is not intended to
be a complete presentation of the revenues and expenses of the Property.
In our opinion, the Historical Summary referred to above presents fairly, in all
material respects, the revenues and direct operating expenses of Perimeter
Corporate Park for the year ended December 31, 1997 in conformity with generally
accepted accounting principles.
/s/ PricewaterhouseCoopers LLP
PRICEWATERHOUSECOOPERS LLP
Birmingham, Alabama
July 6, 1998
6
<PAGE>
<TABLE>
PERIMETER CORPORATE PARK
HISTORICAL SUMMARY OF
REVENUES AND DIRECT OPERATING EXPENSES
_____________________
<CAPTION>
For the
Year Ended
December 31, 1997
-------------------
Revenues
<S> <C>
Minimum rents $ 2,709,341
Lease cancellation fees 89,170
CAM reimbursements 62,002
Other 15,443
-------------------
$ 2,875,956
-------------------
Direct operating expenses:
General operating expenses 351,732
Repairs and maintenance 398,628
Taxes, licenses, and insurance 169,209
-------------------
919,569
-------------------
Excess of revenues over direct
operating expenses $ 1,956,387
===================
<FN>
See Notes to Historical Summary of Revenues and Direct Operating Expenses.
</FN>
</TABLE>
7
<PAGE>
PERIMETER CORPORATE PARK
NOTES 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 Perimeter Corporate Park (the Property),
an office property located in Huntsville, Alabama. Colonial Properties
Trust, through Colonial Realty Limited Partnership, purchased the Property
for a total of approximately $19.5 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--Rental income attributable to leases is recognized on
a straight-line basis over the terms of the leases.
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 report period. Actual results could differ from those
estimates.
2. Leasing Operations
Minimum base rentals to be received in future periods under noncancelable
operating leases extending beyond one year at December 31, 1997, are as
follows:
1998 $ 3,079,243
1999 2,987,042
2000 2,706,390
2001 2,069,630
2002 1,822,642
Thereafter 802,395
------------
$13,467,342
============
8
<PAGE>
REPORT OF INDEPENDENT ACCOUNTANTS
To the Board of Trustees and Shareholders of
Colonial Properties Trust;
To the Board of Directors of
Colonial Properties Holding Company, Inc.:
We have audited the Historical Summary of Revenues and Direct Operating Expenses
of the Tampa Property (the Property) as defined in Note 1 for the year ended
December 31, 1997. This Historical Summary is the responsibility of the
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 Forms 8-K of Colonial
Properties Trust and Colonial Realty Limited Partnership, and is not intended to
be a complete presentation of the revenues and expenses of the Property.
In our opinion, the Historical Summary referred to above presents fairly, in all
material respects, the revenues and direct operating expenses of the Tampa
Property for the year ended December 31, 1997 in conformity with generally
accepted accounting principles.
/s/ PricewaterhouseCoopers LLP
PRICEWATERHOUSECOOPERS LLP
Birmingham, Alabama
July 2, 1998
9
<PAGE>
THE TAMPA PROPERTY
HISTORICAL SUMMARY OF
REVENUES AND DIRECT OPERATING EXPENSES
_____________________
For the
Year Ended
December 31, 1997
----------------------
Revenues
Minimum rents $ 3,510,464
CAM reimbursements 865,293
Other 17,013
---------------------
$ 4,392,770
---------------------
Direct operating expenses:
General operating expenses 236,739
Salaries and benefits 265,409
Repairs and maintenance 449,882
Taxes, licenses, and insurance 487,580
---------------------
1,439,610
---------------------
Excess of revenues over direct
operating expenses $ 2,953,160
=====================
See Notes to Historical Summary of Revenues and Direct Operating Expenses.
10
<PAGE>
THE TAMPA PROPERTY
NOTES 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 the Tampa Property (the Property), an
office property located in Tampa, Florida. Colonial Properties Trust,
through Colonial Realty Limited Partnership, has signed an agreement to
purchase the Property for a total of approximately $30.5 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--Rental income attributable to leases is recognized on
a straight-line basis over the terms of the leases.
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 report period. Actual results could differ from those
estimates.
2. Leasing Operations
Minimum base rentals to be received in future periods under noncancelable
operating leases extending beyond one year at December 31, 1997, are as
follows:
1998 $ 3,535,026
1999 3,385,109
2000 3,110,395
2001 2,219,964
2002 2,175,292
Thereafter 4,052,853
------------
$18,478,639
============
11
<PAGE>
COLONIAL PROPERTIES TRUST
PRO FORMA CONSOLIDATED
CONDENSED BALANCE SHEET
March 31, 1998
(Unaudited)
The following unaudited pro forma consolidated condensed balance sheet reflects
significant transactions effected by the Company after March 31, 1998, including
the purchase of the Acquired Properties and purchase of the three Probable
Properties mentioned elsewhere herein, as well as the properties acquired
subsequent to March 31, 1998, as discussed in the Company's Form 8-K filed on
June 11, 1998.
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 March 31, 1998, 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 1997 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, 1998 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.
12
<PAGE>
<TABLE>
Colonial Properties Trust
Pro Forma Consolidated Condensed Balance Sheet
March 31, 1998
(In Thousands)
(Unaudited)
<CAPTION>
Colonial Colonial
Properties Pro Properties
Trust Forma Trust
Historical Adjustments Pro Forma
----------- ----------- -----------
(A) (B)
ASSETS
<S> <C> <C> <C>
Land, buildings, & equipment, net ........................... $ 1,337,030 $ 217,092 $ 1,554,122
Undeveloped land and construction in progress ............... 64,117 64,117
Cash and equivalents ........................................ 3,144 3,144
Restricted cash ............................................. 2,678 2,678
Accounts receivable, net .................................... 7,135 7,135
Prepaid expenses ............................................ 2,964 2,964
Deferred debt and lease costs ............................... 6,845 6,845
Investment in subsidiaries .................................. 225 225
Other assets ................................................ 5,257 5,257
----------- ----------- -----------
$ 1,429,395 $ 217,092 $ 1,646,487
=========== =========== ===========
LIABILITIES AND SHAREHOLDERS' EQUITY
Notes and mortgages payable ................................. $ 695,034 $ 115,880 $ 810,914
Accounts payable ............................................ 4,851 4,851
Accrued interest ............................................ 7,949 7,949
Accrued expenses ............................................ 6,047 6,047
Tenant deposits ............................................. 3,877 3,877
Unearned rent ............................................... 2,822 2,822
----------- ----------- -----------
Total liabilities ...................................... 720,580 115,880 836,460
----------- ----------- -----------
Minority interest ........................................... 180,297 17,676 197,973
----------- ----------- -----------
Preferred shares of beneficial interest, $.01 par value ..... 50 50
Common shares of beneficial interest, $.01 par value ........ 228 30 258
Additional paid-in capital .................................. 567,482 83,506 650,988
Cumulative earnings ......................................... 92,282 92,282
Cumulative distributions .................................... (131,141) (131,141)
Deferred compensation on restricted shares .................. (383) (383)
----------- ----------- -----------
Total shareholders' equity ............................. 528,518 83,536 612,054
----------- ----------- -----------
$ 1,429,395 $ 217,092 $ 1,646,487
=========== =========== ===========
</TABLE>
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 March 31,
1998, as presented in the Company's Form 10-Q as filed with the Securities
and Exchange Commission.
(B) Includes the acquisition of the Acquired Properties; River Hills I for a
purchase price of $8.5 million, Haverhill Apartments for a purchase price
of $21.5 million (of which the Company acquired a 79.8% interest), and
Mansell Overlook 200 and Shoppes at Mansell for a purchase price of $31.4
million. Also includes the following property acquisitions subsequent to
March 31, 1998; Ashley Plantation for a purchase price of $13.7 million,
and Orlando Fashion Square for a purchase price of $104.0 million, as
discussed in the Company's Form 8-K filed on June 11, 1998. These property
acquisitions were 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 issuance of 3,046,400 common
shares of beneficial interest issued in April and May 1998. The net
proceeds of the equity offerings were used to repay outstanding
indebtedness. Also includes the acquisition of the three Probable
Properties; the Augusta Property for a purchase price of $8.8 million, the
Birmingham Property for a purchase price of $3.1 million and the Tampa
Property for a purchase price of $30.5 million. These property acquisitions
would be financed through advances on the Company's unsecured line of
credit.
14
<PAGE>
COLONIAL PROPERTIES TRUST
PRO FORMA CONSOLIDATED CONDENSED
STATEMENTS OF OPERATIONS
For the Year Ended December 31, 1997 and
the Three Months Ended March 31, 1998
(Unaudited)
The following unaudited pro forma consolidated condensed statements of
operations reflect significant transactions effected by the Company during 1997
and 1998 which includes the purchase of the Acquired Properties (as well as the
four Acquired Properties discussed in the Company's Form 8-K filed on June 11,
1998) and the three Probable Properties mentioned elsewhere herein. In addition
to the Acquired Properties and Probable 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
February, March, April and May 1998, and January, July, November and December
1997 (ii) the Operating Partnership's debt offerings completed in January, July,
August and September 1997 (iii) the Company's 1997 acquisition and disposition
activity, which included the acquisition of 25 properties, the disposition of
seven properties, and the purchase of additional interests in two properties
(the 1997 Properties) which are discussed in the Company's filings on Forms 8-K
filed on July 21, 1997, October 30, 1997, and December 11, 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, 1997 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, 1997, 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
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 1997 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, 1998 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.
15
<PAGE>
<TABLE>
Colonial Properties Trust
Pro Forma Consolidated Condensed Statements of Operations
For the year ended December 31, 1997
(In Thousands, Except Per Share Data)
(Unaudited)
<CAPTION>
For the year ended December 31, 1997
--------------------------------------
Colonial Colonial
Properties Pro Properties
Trust Forma Trust
Historical Adjustments Pro Forma
--------- --------- ---------
(A) (B)
Revenues:
<S> <C> <C> <C>
Rent .................................... $ 178,158 $ 63,116 $ 241,274
Other ................................... 5,968 894 6,862
--------- --------- ---------
Total revenue ....................... 184,126 64,010 248,136
--------- --------- ---------
Property operating expenses:
General operating expenses .............. 12,603 4,547 17,150
Salaries and benefits ................... 10,283 2,312 12,595
Repairs and maintenance ................. 18,669 6,257 24,926
Taxes, licenses and insurance ........... 15,578 5,027 20,605
General and administrative ................... 6,448 44 6,492
Depreciation ................................. 31,956 12,484 44,440
Amortization ................................. 1,322 163 1,485
--------- --------- ---------
Total operating expenses ............ 96,859 30,834 127,693
--------- --------- ---------
Income from operations .............. 87,267 33,176 120,443
--------- --------- ---------
Other income (expense):
Interest expense ........................ (40,496) (6,942) (47,438)
Income from equity investments .......... 620 (358) 262
Gains from sales of property ............ 2,567 -0- 2,567
--------- --------- ---------
Total other expense ................. (37,309) (7,300) (44,609)
--------- --------- ---------
Income before extraordinary items and
minority interest in CRLP ........... 49,958 25,876 75,834
Extraordinary loss from debt extinguishment .. (3,650) 3,650 -0-
--------- --------- ---------
Income before minority interest in CRLP . 46,308 29,526 75,834
Minority interest in CRLP .................... 14,360 7,522 21,882
--------- --------- ---------
Net income .............................. $ 31,948 $ 22,004 $ 53,952
Preferred dividends .......................... 1,671 9,267 10,938
--------- --------- ---------
Net income available to common shareholders $ 30,277 $ 12,737 $ 43,014
========= ========= =========
Net income per share - basic and diluted ..... $ 1.53 $ 1.66
========= =========
Common shares outstanding .................... 19,808 25,939
========= =========
</TABLE>
16
<PAGE>
<TABLE>
Colonial Properties Trust
Pro Forma Consolidated Condensed Statements of Operations
For the three months ended March 31, 1998
(In Thousands, Except Per Share Data)
(Unaudited)
<CAPTION>
For the three months ended March 31, 1998
-----------------------------------------
Colonial Colonial
Properties Pro Properties
Trust Forma Trust
Historical Adjustments Pro Forma
-------- -------- --------
(A) (B)
Revenues:
<S> <C> <C> <C>
Rent .................................... $ 56,124 $ 7,200 $ 63,324
Other ................................... 2,186 171 2,357
-------- -------- --------
Total revenue ....................... 58,310 7,371 65,681
-------- -------- --------
Property operating expenses:
General operating expenses .............. 4,310 552 4,862
Salaries and benefits ................... 2,869 317 3,186
Repairs and maintenance ................. 5,746 738 6,484
Taxes, licenses and insurance ........... 4,854 578 5,432
General and administrative ................... 2,554 -0- 2,554
Depreciation ................................. 10,161 1,655 11,816
Amortization ................................. 337 22 359
-------- -------- --------
Total operating expenses ............ 30,831 3,862 34,693
-------- -------- --------
Income from operations .............. 27,479 3,509 30,988
-------- -------- --------
Other income (expense):
Interest expense ........................ (12,579) (1,445) (14,024)
Income (loss) from equity investments ... (428) -0- (428)
Gains (losses) from sales of property ... (32) -0- (32)
-------- -------- --------
Total other expense ................. (13,039) (1,445) (14,484)
-------- -------- --------
Income before extraordinary items and
minority interest in CRLP ........... 14,440 2,064 16,504
Extraordinary loss from debt extinguishment .. (395) 395 -0-
-------- -------- --------
Income before minority interest in CRLP . 14,045 2,459 16,504
Minority interest in CRLP .................... 4,479 283 4,762
-------- -------- --------
Net income .............................. $ 9,566 $ 2,176 $ 11,742
Preferred dividends .......................... 2,734 -0- 2,734
-------- -------- --------
Net income available to common shareholders $ 6,832 $ 2,176 $ 9,008
======== ======== ========
Net income per share - basic and diluted ..... $ 0.32 $ 0.35
======== ========
Common shares outstanding .................... 21,411 25,939
======== ========
</TABLE>
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, 1997, as presented in the Company's 1997 Annual Report as
filed with the Securities and Exchange Commission on Form 10-K and the
Company's historical results of operations for the three months ended March
31, 1998 as presented in the Company's March 31, 1998 Quarterly Report as
filed with the Securities and Exchange Commission on Form 10-Q.
(B) Reflects the operating results of all properties and additional phases of
existing properties acquired during 1998, and the three Probable Properties
expected to be acquired during the third quarter of 1998, as mentioned
elsewhere herein, as well as the operating results of the 1997 Properties,
as discussed in the Company's filings on Forms 8-K filed on July 21, 1997,
October 30, 1997, and December 11, 1997. 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 is the Historical Summary of Revenues and Direct
Operating Expenses for one of the Acquired Properties and the Historical
Summary of Revenues and Direct Operating Expenses for one of the Probable
Properties. The pro forma statements of operations include certain
adjustments made to these historical summaries as presented in the
following table.
<TABLE>
For the
Year Ended
December 31,
1997
(in
thousands)
--------------
<S> <C>
Excess of revenues over direct
operating expenses (1)
Orlando Fashion Square (4) $ 9,099
Perimeter Corporate Park 1,956
Tampa Property 2,953
Other properties 31,815
--------------
45,823
Less (Plus):
Depreciation and 12,647
amortization of property (2)
Interest on acquisition
financing, net of 6,942
savings from debt
and equity offerings (3)
Preferred stock dividends 9,267
Other adjustments (3,292)
--------------
Pro forma income before $ 20,259
minority interest
==============
</TABLE>
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 1998 for the year ended December 31, 1997, as contained in the
Historical Summary of Revenues and Direct Operating Expenses included
elsewhere herein for the properties whose December 31, 1997 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.
(4) Discussed in the Company's Form 8-K filed on June 11, 1998.
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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: July 7, 1998 /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 changes to First
Amended and Restated 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 November 20, 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 shares issuable under the Colonial
Properties Trust 401(K)/Profit-Sharing Plan filed on October 15, 1996, of our
report dated July 6, 1998 on our audit of the Historical Summary of Revenues and
Direct Operating Expenses of Perimeter Corporate Park; and our report dated July
2, 1998 on our audit of the Historical Summary of Revenues and Direct Operating
Expenses of the Tampa Property, which reports are included in this Form 8-K.
/s/ PricewaterhouseCoopers LLP
PRICEWATERHOUSECOOPERS LLP
Birmingham, Alabama
July 7, 1998
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