May 28, 2013
Via EDGAR
Mr. Daniel L. Gordon
Branch Chief
Division of Corporation Finance
U.S. Securities and Exchange Commission
100 F Street, NE
Washington, D.C. 20549
Re: Colonial Properties Trust
Colonial Realty Limited Partnership
Form 10-K
Filed on February 28, 2013
File Nos. 001-12358
000-20707
Dear Mr. Gordon:
Please find set forth below our response to the comment raised by the Staff (the "Staff") of the Securities and Exchange Commission (the "SEC") in its letter dated May 20, 2013, with respect to the above-captioned periodic report. For ease of reference, we have reproduced below the full text of the Staff's comment, which is followed by the Company's response. Capitalized terms not defined herein shall have the meanings given to them in the Company's periodic reports.
Form 10-K for the Fiscal Year Ended December 31, 2012
Funds From Operations, page 67
1. SEC Comment:
We have reviewed your response to comment 1. It appears that the exclusion of the $4.3 million loss from the add-
back of the $18.4 million net gain is an appropriate reconciling item, but the current disclosure remains unclear.
Please revise your reconciliation to add footnote disclosure describing the reason for the $4.3 million reconciling
item, and clarify that the loss is included within the $18.4 million net gain reconciling item immediately above.
Company Response:
We have revised our reconciliation (see below) to add a footnote describing the reason for the $4.3 million reconciling
item and to clarify that the loss is included within the $18.4 million net gain represented in "Total consolidated (gains)
losses from sales of property, net of income tax and noncontrolling interest".
We will include such additional explanatory footnote disclosure in our periodic filings going forward.
Daniel L. Gordon
U.S. Securities and Exchange Commission
May 28, 2013
Page 2
Years Ended December 31, | |||||||||||||||
(in thousands, except per share and unit data) | 2012 | 2011 | 2010 | 2009 | 2008 | ||||||||||
Net (loss) income available to common shareholders | $ | 8,160 | $ | 3,428 | $ | (48,054 | ) | $ | (509 | ) | $ | (55,429 | ) | ||
Adjustments (consolidated): | |||||||||||||||
Noncontrolling interest in CRLP | 662 | 293 | (5,068 | ) | (82 | ) | (11,225 | ) | |||||||
Noncontrolling interest in gain on sale of | |||||||||||||||
undepreciated property | — | — | — | 992 | — | ||||||||||
Real estate depreciation | 126,222 | 126,696 | 120,471 | 111,220 | 101,035 | ||||||||||
Real estate amortization | 6,613 | 8,306 | 7,248 | 1,582 | 1,272 | ||||||||||
Impairment on depreciable assets | 3,251 | — | — | 958 | — | ||||||||||
Remove: Total consolidated (gains) losses from sales of | |||||||||||||||
property, net of income tax and noncontrolling interest | (18,423 | ) | (23,849 | ) | 1,786 | (7,606 | ) | (49,851 | ) | ||||||
Include: Gains (losses) from sales of undepreciated | |||||||||||||||
property, net of income tax and noncontrolling interest (1) | (4,339 | ) | 102 | (1,720 | ) | 4,327 | 7,335 | ||||||||
Adjustments (unconsolidated subsidiaries): | |||||||||||||||
Real estate depreciation | 2,699 | 6,451 | 8,060 | 17,927 | 18,744 | ||||||||||
Real estate amortization | 843 | 2,822 | 2,810 | 6,516 | 8,699 | ||||||||||
Gains from sales of property | (32,508 | ) | (18,765 | ) | (3,578 | ) | (4,958 | ) | (18,943 | ) | |||||
Funds from operations | $ | 93,180 | $ | 105,484 | $ | 81,955 | $ | 130,367 | $ | 1,637 | |||||
Income allocated to participating securities | (719 | ) | (772 | ) | (645 | ) | (559 | ) | (717 | ) | |||||
Funds from operations available to common shareholders | |||||||||||||||
and unitholders | $ | 92,461 | $ | 104,712 | $ | 81,310 | $ | 129,808 | $ | 920 | |||||
Funds from operations per share and unit — basic | $ | 0.98 | $ | 1.15 | $ | 1.02 | $ | 2.09 | $ | 0.02 | |||||
Funds from operations per share and unit — diluted | $ | 0.98 | $ | 1.15 | $ | 1.02 | $ | 2.09 | $ | 0.02 | |||||
Weighted average common shares outstanding — basic | 87,251 | 84,142 | 71,919 | 53,266 | 47,231 | ||||||||||
Weighted average partnership units outstanding — basic (2) | 7,159 | 7,247 | 7,617 | 8,519 | 9,673 | ||||||||||
Weighted average shares and units outstanding — basic | 94,410 | 91,389 | 79,536 | 61,785 | 56,904 | ||||||||||
Effect of diluted securities | — | — | — | — | — | ||||||||||
Weighted average shares and units outstanding — diluted | 94,410 | 91,389 | 79,536 | 61,785 | 56,904 |
___________________________
(1) For 2012, the loss is primarily the result of required infrastructure repairs on Colonial Promenade Alabaster II, a retail
asset that was developed and sold by the Company in 2007. In 2012, the Company determined infrastructure repairs were
necessary, relating back to the original development of the property, and agreed to make the repairs. Therefore, these costs
were expensed as additional development cost and a reduction of the previously recognized gain. The loss of $4.3 million
is also included within the $18.4 million net gain reconciling item immediately above, "Total consolidated (gains) losses
from sales of property, net of income tax and minority interest", but is presented as a separate reconciling item to exclude
gains (losses) attributable to undepreciated property.
(2) Represents the weighted average of outstanding units of noncontrolling interest in Colonial Realty Limited Partnership.
Daniel L. Gordon
U.S. Securities and Exchange Commission
May 28, 2013
Page 3
The Company acknowledges that:
• | the Company is responsible for the adequacy and accuracy of the disclosure in the filing; |
• | Staff comments or changes to disclosure in response to Staff comments do not foreclose the Commission from taking any action with respect to the filing; and |
• | the Company may not assert Staff comments as a defense in any proceeding initiated by the Commission or any person under the federal securities laws of the United States. |
We appreciate your time and cooperation with this matter. Please contact me at (205) 250-8799 if you have any questions or require additional information.
Sincerely,
COLONIAL PROPERTIES TRUST
By: /s/ Bradley P. Sandidge
Bradley P. Sandidge
Executive Vice President - Accounting
and Interim Chief Financial Officer