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: March 31, Commission File Number: 1-12358
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)
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 May 5, 1998, Colonial Properties Trust had 25,804,476 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
March 31, 1998 and December 31, 1997 3
Consolidated Condensed Statements of Income for the
Three Months Ended March 31, 1998 and 1997 4
Consolidated Condensed Statements of Cash Flows
for the Three Months Ended March 31, 1998 and 1997 5
Notes to Consolidated Condensed Financial Statements 6
Report of Independent Accountants 9
Item 2. Management's Discussion and Analysis of Financial
Condition and Results of Operations 10
PART II: OTHER INFORMATION
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>
March 31, 1998
(Unaudited) December 31, 1997
----------- -----------
ASSETS
<S> <C> <C>
Land, buildings, & equipment, net .......................... $ 1,337,030 $ 1,268,432
Undeveloped land and construction in progress .............. 64,117 98,555
Cash and equivalents ....................................... 3,144 4,531
Restricted cash ............................................ 2,678 2,665
Accounts receivable, net ................................... 7,135 7,301
Prepaid expenses ........................................... 2,964 3,164
Deferred debt and lease costs .............................. 6,845 6,901
Investment in unconsolidated subsidiaries .................. 225 685
Other assets ............................................... 5,257 4,844
----------- -----------
$ 1,429,395 $ 1,397,078
=========== ===========
LIABILITIES AND SHAREHOLDERS' EQUITY
Notes and mortgages payable ................................ $ 695,034 $ 702,044
Accounts payable ........................................... 4,851 15,026
Accrued interest ........................................... 7,949 6,526
Accrued expenses ........................................... 6,047 2,814
Tenant deposits ............................................ 3,877 3,715
Unearned rent .............................................. 2,822 2,253
----------- -----------
Total liabilities ...................................... 720,580 732,378
----------- -----------
Minority interest .......................................... 180,297 174,281
----------- -----------
Preferred shares of beneficial interest, $.01 par value,
10,000,000 shares authorized; 5,000,000 shares
issued and outstanding at March 31, 1998 and ......... 50 50
December 31, 1997, respectively
Common shares of beneficial interest, $.01 par value,
65,000,000 shares authorized; 22,801,982 and 21,152,754 shares issued and
outstanding at March 31, 1998 and
December 31, 1997, respectively ........................ 228 212
Additional paid-in capital ................................. 567,482 524,605
Cumulative earnings ........................................ 92,282 82,716
Cumulative distributions ................................... (131,141) (116,768)
Deferred compensation on restricted shares ................. (383) (396)
----------- -----------
Total shareholders' equity ............................. 528,518 490,419
----------- -----------
$ 1,429,395 $ 1,397,078
=========== ===========
<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
March 31,
------------------
1998 1997
------------------
Revenue:
<S> <C> <C>
Minimum rent ......................................... $ 47,183 $ 33,660
Percentage rent ...................................... 778 322
Tenant recoveries .................................... 7,281 3,420
Other ................................................ 3,068 1,768
-------- --------
Total revenue ..................................... 58,310 39,170
-------- --------
Property operating expenses:
General operating expenses ........................... 4,310 2,668
Salaries and benefits ................................ 2,869 2,274
Repairs and maintenance .............................. 5,746 3,580
Taxes, licenses, and insurance ....................... 4,854 3,618
General and administrative ............................... 2,554 1,213
Depreciation ............................................. 10,161 6,669
Amortization ............................................. 337 354
-------- --------
Total operating expenses .......................... 30,831 20,376
-------- --------
Income from operations ............................ 27,479 18,794
-------- --------
Other income (expense):
Interest expense ..................................... (12,579) (8,488)
Income (loss) from unconsolidated subsidiaries ....... (428) 40
Losses from sales of property ........................ (32) (1)
Minority interest in consolidated operating property.. -0- (56)
-------- --------
Total other expense ............................... (13,039) (8,505)
-------- --------
Income before extraordinary items and
minority interest in CRLP ......................... 14,440 10,289
Extraordinary loss from early extinguishment of debt ..... (395) (384)
-------- --------
Income before minority interest in CRLP ........... 14,045 9,905
Minority interest in income of CRLP ...................... 4,479 3,092
-------- --------
Net income ........................................ $ 9,566 $ 6,813
Dividends to preferred shareholders ...................... (2,734) -0-
-------- --------
Net income available to common shareholders ....... $ 6,832 $ 6,813
======== ========
Net income per common share - basic ...................... $ 0.32 $ 0.37
======== ========
Net income per common share - diluted .................... $ 0.32 $ 0.36
======== ========
Weighted average common shares outstanding ............... 21,411 18,657
======== ========
<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>
Three Months Ended
March 31,
--------------------
1998 1997
--------------------
Cash flows from operating activities:
<S> <C> <C>
Net income .............................................. $ 9,566 $ 6,813
Adjustments to reconcile net income to net cash provided
by operating activities:
Depreciation and amortization ........................ 10,498 7,023
(Income) loss from unconsolidated subsidiaries ....... 428 (40)
Minority interest .................................... 4,479 3,148
Other ................................................ 560 543
Decrease (increase) in:
Restricted cash ...................................... (13) (118)
Accounts receivable .................................. 4 (279)
Prepaid expenses ..................................... 209 618
Other assets ......................................... (638) 198
Increase (decrease) in:
Accounts payable ..................................... (10,175) (1,284)
Accrued interest ..................................... 1,423 (519)
Accrued expenses and other ........................... 3,606 (473)
-------- --------
Net cash provided by operating activities ......... 19,947 15,630
-------- --------
Cash flows from investing activities:
Acquisition of properties ................................ (24,879) (19,393)
Development expenditures ................................. (9,455) (31,991)
Tenant improvements ...................................... (672) (471)
Capital expenditures ..................................... (1,320) (1,147)
Distributions from subsidiaries .......................... 52 269
Capital contributions to subsidiaries .................... (20) (120)
-------- --------
Net cash used in investing activities ............. (36,294) (52,853)
-------- --------
Cash flows from financing activities:
Proceeds from common stock issuances, net of expenses paid 47,806 43,355
Principal reductions of debt ............................. (11,303) (24,789)
Proceeds from additional borrowings ...................... -0- 50,000
Net change in revolving credit balances .................. (1,438) (17,306)
Dividends paid to common and preferred shareholders ...... (14,373) (9,968)
Distributions to minority partners ....................... (5,307) (4,359)
Payment of mortgage financing cost ....................... (30) (803)
Other, net ............................................... (395) 35
-------- --------
Net cash provided by financing activities ......... 14,960 36,165
-------- --------
Decrease in cash and equivalents .................. (1,387) (1,058)
Cash and equivalents, beginning of period .................... 4,531 3,342
-------- --------
Cash and equivalents, end of period .......................... $ 3,144 $ 2,284
======== ========
<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
March 31, 1998
(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, 1997. The December 31, 1997 balance
sheet data presented herein was derived from audited financial statements but
does not include all disclosures required by generally accepted accounting
principles.
In June 1997, the Financial Accounting Standards Board issued Statement of
Financial Accounting Standards No. 131, Disclosures about Segments of an
Enterprise and Related Information (SFAS 131), which is effective for years
beginning after December 15, 1997. SFAS 131 establishes standards for the way
that public enterprises report information about operating segments in annual
financial statements and requires that those enterprises report selected
information about operating segments in interim financial reports. It also
establishes standards for related disclosures about products and services,
geographic areas, and major customers. SFAS 131 is effective for financial
statements for fiscal years beginning after December 15, 1997, and therefore the
Company will adopt the new requirements retroactively in 1998. Management is
currently considering the disclosure impact of the adoption of SFAS 131.
Note 2 -- Acquisitions
Perimeter Corporate Park--On January 9, 1998, the Company acquired
Perimeter Corporate Park, an office park comprised of two multi-tenant
buildings in Huntsville, Alabama totaling 233,000 square feet of leasable area.
Major tenants include Mevatec, Schafer Corporation, Computer Systems
Technology, EER Systems Corporation, and Silicon Graphics. The purchase price
of $19.5 million was funded by the assumption of $5.7 million of debt and an
advance on the Company's unsecured line of credit.
Independence Plaza--On January 15, 1998, the Company acquired Independence
Plaza, a 106,000 square foot office building in Birmingham, Alabama, for a
purchase price of $7.5 million. Major tenants include AmSouth Bank, the Cooney,
Rikard & Curtain insurance firm and Wall Street Deli (executive offices). The
entire purchase price was funded through an advance on the Company's unsecured
line of credit.
Lakewood Plaza--On January 12, 1998, the Company completed its acquisition
of Lakewood Plaza, a 195,000 square foot community shopping center in
Jacksonville, Florida, by issuing 12,453 limited partnership units in Colonial
Realty Limited Partnership. The total value of $356,000 was determined pursuant
to an agreement entered into at the time of acquisition in October 1997.
Page 6
<PAGE>
Yadkin Plaza--On January 20, 1998, the Company acquired the Lowe's Foods
at Yadkin Plaza, a community shopping center in Yadkinville, North Carolina,
which the Company acquired in November 1997. The Company acquired the Lowe's
Foods at a purchase price of $3.1 million, which was financed through the
issuance of 52,972 limited partnership units in Colonial Realty Limited
Partnership, valued at $1.6 million, and an advance on the Company's unsecured
line of credit.
Note 3 -- Distribution
On April 23, 1998, a cash distribution was declared to shareholders of the
Company and partners of Colonial Realty Limited Partnership in the amount of
$0.55 per share and per unit, totaling $19.7 million. The distribution was
declared to shareholders and partners of record as of May 4, 1998, and will be
paid on May 11, 1998.
Note 4 -- Equity Offerings
During the first quarter of 1998 the Company completed three public
offerings of common shares totaling 1,563,038 shares. Subsequent to quarter-end,
in April 1998, the Company completed one additional public offering of 3,000,000
common shares. The proceeds of the offerings were used to fund acquisition and
development expenditures, repay balances outstanding on the Company's revolving
credit agreement, repay certain notes and mortgages payable, and for general
corporate purposes. Details relating to these equity offerings are as follows:
<TABLE>
(in thousands)
----------------------------
Type of Number of Price Gross Offering Net
Date Offering Shares Per Share Costs Proceeds
Proceeds
- ------------ ---------- ------------ ---------- --------- --------- --------
<S> <C> <C> <C> <C> <C> <C>
February, Common 375,540 $ 30.0000 $ 11,266 $ 627 $ 10,639
1998
March, 1998 Common 806,452 31.0000 25,000 1,389 23,611
March, 1998 Common 381,046 31.0000 11,812 656 11,156
April, 1998 Common 3,000,000 30.1250 90,375 4,780 85,595
</TABLE>
Page 7
<PAGE>
Note 5 -- Net Income Per Share
The following table sets forth the computation of basic and diluted
earnings per share:
<TABLE>
(Amounts in thousands,
except per share data)
---------------------------
Three Three
Months Months
Ended Ended
March 31, March 31,
1998 1997
------------ -----------
Numerator:
<S> <C> <C>
Numerator for basic and
diluted net income per
share - net income
available to common
shareholders $ 6,832 $ 6,813
============ ===========
Denominator:
Denominator for basic net
income per share -
weighted average common
shares 21,411 18,657
Effect of dilutive
securities:
Trustee and employee stock
options 54 46
------------ -----------
Denominator for diluted
net income per share -
adjusted weighted average
common shares 21,465 18,703
============ ===========
Basic net income per share $ .32 $ .37
============ ===========
Diluted net income per share $ .32 $ .36
============ ===========
</TABLE>
Options to purchase 15,000 Common Shares at a weighted average exercise price of
$30.69 per share were outstanding during 1998 but were not included in the
computation of diluted net income per share because the options' exercise price
was greater than the average market price of the common shares and, therefore,
the effect would be antidilutive.
Page 8
<PAGE>
REPORT OF INDEPENDENT ACCOUNTANTS
To the Board of Trustees and Shareholders of
Colonial Properties Trust:
We have reviewed the accompanying consolidated condensed balance sheet of
Colonial Properties Trust (the "Company") as of March 31, 1998, and the related
consolidated condensed statements of income and cash flows for the three-month
periods ended March 31, 1998 and 1997. 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, 1997, and the
related consolidated statements of income, shareholders' equity, and cash flows
for the year then ended (not presented herein); and in our report dated January
19, 1998, except for Note 14, as to which the date is February 17, 1998, 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, 1997, 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
April 22, 1998
Page 9
<PAGE>
COLONIAL PROPERTIES TRUST
Item 2. Management's Discussion and Analysis of Financial Condition and
Results of Operations
General
Colonial Properties Trust (Colonial or the Company) is engaged in the
ownership, development, management, and leasing of multifamily communities,
retail malls and shopping centers, and office buildings. Colonial is organized
as a real estate investment trust (REIT) and owns and operates properties in
eight states in the Sunbelt region of the United States. As of March 31, 1998,
Colonial's real estate portfolio consisted of 43 multifamily communities, 37
retail properties, and 15 office properties.
As of March 31, 1998, Colonial was one of the largest diversified REITs in
the United States. Consistent with its diversified strategy, Colonial manages
its business with three separate and distinct operating divisions: Multifamily,
Retail, and Office. Each division has an Executive Vice President that oversees
growth and operations and has a separate management team that is responsible for
acquiring, developing, and leasing properties within each division. This
structure allows Colonial to utilize specialized management personnel for each
operating division. Although these divisions operate independently from one
another, constant communication among the Executive Vice Presidents provides the
Company with synergy allowing it to take advantage of a variety of investment
opportunities.
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 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. As used herein, the terms
"Colonial" or "the Company" include Colonial Properties Trust, and one or more
of its subsidiaries including, among others, Colonial Realty Limited Partnership
(CRLP).
Any statement contained in this report which is not a historical fact, or
which might be otherwise considered an opinion or projection concerning the
Company or its business, whether express or implied, is meant as, and should be
considered, a forward-looking statement as that term is defined in the Private
Securities Litigation Reform Act of 1996. Forward-looking statements are based
upon assumptions and opinions concerning a variety of known and unknown risks,
including but not limited to changes in market conditions, the supply and demand
for leasable real estate, interest rates, increased competition, changes in
governmental regulations, and national and local economic conditions generally,
as well as other risks more completely described in the Company's filings with
the Securities and Exchange Commission. If any of these assumptions or opinions
prove incorrect, any forward-looking statements made on the basis of such
assumptions or opinions may also prove materially incorrect in one or more
respects.
Results of Operations -- Three Months Ended March 31, 1998 and 1997 Revenues --
Total revenues increased by $19.1 million, or 48.9%, for the
first quarter of 1998 when compared to the first quarter of 1997. This increase
primarily represents revenues generated by properties acquired or developed
during 1998 and 1997. The remaining increase relates to increases in rental
rates at existing properties.
Page 10
<PAGE>
Operating Expenses -- Total operating expenses increased by $10.5 million,
or 51.3%, for the first quarter of 1998 when compared to the first quarter of
1997. The majority of this increase, $9.1 million, relates to additional
operating expenses associated with properties that were acquired or developed
during 1998 and 1997. The remaining increase primarily relates to increases in
operating expenses at existing properties and overall increases in corporate
overhead and personnel costs associated with the Company's continued growth.
Other Income and Expenses -- Interest expense increased by $4.1 million,
or 48.2%, for the first quarter of 1998 when compared to the first quarter of
1997. The increase in interest expense is primarily attributable to the
assumption of acquisition-related debt, and the increased usage of the Company's
revolving credit agreement in conjunction with the financing of acquisitions and
developments.
Liquidity and Capital Resources
During the first quarter of 1998, the Company invested $36.1 million in
its acquisition and development of properties. The Company financed this growth
through net proceeds from public offerings of equity totaling $45.4 million
during the first quarter, advances on its bank line of credit, the issuance of
limited partnership units in CRLP, assumptions of debt, and cash from
operations. As of March 31, 1998, the Company had one bank line of credit
providing for total borrowings of $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 basis points and LIBOR plus
150 basis points and expires in July 1998. The balance outstanding on this line
at March 31, 1998, was $115.6 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.
The Company is aware of the potential issues associated with the data
conversion and system upgrades necessary for its computer systems to be year
2000 compliant. The Company currently believes that, with modifications to
existing software at the corporate level and upgrading operational systems at
the property level, the year 2000 issue will not have a material impact on the
operations of the Company. At the current time, the Company has not determined
the cost that will ultimately be incurred to be year 2000 compliant.
Funds from Operations
The Company considers Funds From Operations ("FFO") a widely accepted 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 after adjustments for unconsolidated partnerships and joint ventures. FFO is
presented to assist investors in analyzing the performance of the Company. The
Page 11
<PAGE>
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 first quarter of 1998 and 1997 was computed as follows:
<TABLE>
(in thousands) 1998 1997
- ------------------------------------------------------------------
<S> <C> <C>
Net income available to common $ 6,832 $ 6,813
shareholders
Adjustments:
Minority interest in CRLP 4,479 3,092
Real estate depreciation (1) 10,184 6,791
Losses from sales of property 35 3
(1)
Debt prepayment penalties 395 384
- ------------------------------------------------------------------
Funds From Operations $ 21,925 $ 17,083
- ------------------------------------------------------------------
<FN>
(1) Includes pro-rata share of adjustments for subsidiaries.
</FN>
</TABLE>
Page 12
<PAGE>
COLONIAL PROPERTIES TRUST
PART II -- OTHER INFORMATION
Item 6. Exhibits and Reports on Form 8-K.
(a) Exhibit
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 March 31, 1998:
Form 8-K dated February 11, 1998, filed selected portions of the
Company's earnings release for the three- and twelve-month period
ended December 31, 1997, under Item 5, "Other Events."
Form 8-K dated February 17, 1998, filed certain documents related to
the Company's offering of common shares under Item 5, "Other
Events."
Form 8-K dated March 26, 1998, filed certain documents related to
the Company's offering of common shares under Item 5, "Other
Events."
Form 8-K dated March 26, 1998, filed certain documents related to
the Company's offering of common shares under Item 5, "Other
Events."
Form 8-K dated March 31, 1998, filed amendments to Financial Data
Schedules for reporting periods during 1997 and 1996 due to the
Registrant's adoption of Statement of Financial Accounting Standards
No. 128, Earnings Per Share, 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: May 6, 1998 /s/ Howard B. Nelson, Jr.
-------------------------
Howard B. Nelson, Jr.
Chief Financial Officer
(Duly Authorized Officer
and Principal Financial Officer)
Date: May 6, 1998 /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 April 22, 1998 on our review of interim
financial information of Colonial Properties Trust for the quarters ended March
31, 1998 and 1997 and included in the Company's quarterly report on Form 10-Q
for the quarters then ended, is incorporated by reference in the registration
statements on Form S-8 related to certain restricted shares and stock options
filed on September 29, 1994; Form S-3 related to the Shelf Registration filed on
November 20, 1997; Form S-3 related to the Dividend Reinvestment Plan filed on
April 11, 1995, as amended; 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; 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; and Form S-8 related to changes to the First Amended and Restated
Employee Share Option and Restricted Share Plan and the Non-employee Trustee
Share Option Plan filed on May 15, 1997. 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
May 6, 1998
Page 15
<TABLE> <S> <C>
<ARTICLE> 5
<MULTIPLIER> 1,000
<S> <C>
<PERIOD-TYPE> 3-MOS
<FISCAL-YEAR-END> DEC-31-1998
<PERIOD-END> MAR-31-1998
<CASH> 3,144
<SECURITIES> 0
<RECEIVABLES> 7,135
<ALLOWANCES> 0
<INVENTORY> 0
<CURRENT-ASSETS> 0
<PP&E> 1,535,562
<DEPRECIATION> 134,415
<TOTAL-ASSETS> 1,429,395
<CURRENT-LIABILITIES> 0
<BONDS> 695,034
0
50
<COMMON> 228
<OTHER-SE> 528,240
<TOTAL-LIABILITY-AND-EQUITY> 1,429,395
<SALES> 58,310
<TOTAL-REVENUES> 58,310
<CGS> 30,831
<TOTAL-COSTS> 30,831
<OTHER-EXPENSES> 460
<LOSS-PROVISION> 0
<INTEREST-EXPENSE> 12,579
<INCOME-PRETAX> 14,440
<INCOME-TAX> 0
<INCOME-CONTINUING> 14,440
<DISCONTINUED> 0
<EXTRAORDINARY> (395)
<CHANGES> 0
<NET-INCOME> 9,566
<EPS-PRIMARY> 0.32
<EPS-DILUTED> 0.32
</TABLE>
