<PAGE> 1
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UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, DC 20549
-------------------------
FORM 10-Q
[X] QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE
SECURITIES EXCHANGE ACT OF 1934
For the quarterly period ended September 30, 1997
OR
[ ] TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE
SECURITIES EXCHANGE ACT OF 1934
For the transition period from to
Commission file number 1-12080
------------------------
POST PROPERTIES, INC.
(Exact name of registrant as specified in its charter)
<TABLE>
<S> <C>
GEORGIA 58-1550675
(State or other jurisdiction (I.R.S. Employer
of incorporation or organization) Identification No.)
</TABLE>
3350 CUMBERLAND CIRCLE, SUITE 2200, ATLANTA, GEORGIA
30339 (Address of principal executive offices -- zip code)
(770) 850-4400
(Registrant's telephone number, including area code)
N/A
(Former name, former address and former fiscal year, if changed since last
report)
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
---- ----
APPLICABLE ONLY TO CORPORATE ISSUERS:
Indicate the number of shares outstanding of each of the issuer's
classes of common stock as of the latest practicable date.
30,650,677 shares of common stock outstanding as of November 10, 1997.
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<PAGE> 2
POST PROPERTIES, INC.
INDEX
<TABLE>
<CAPTION>
PART I FINANCIAL INFORMATION PAGE
-----
<S> <C>
ITEM 1 FINANCIAL STATEMENTS
Consolidated Balance Sheets as of September 30, 1997 and December 31, 1996 .............. 3
Consolidated Statements of Operations for the three and nine months ended
September 30, 1997 and 1996 .......................................................... 4
Consolidated Statement of Shareholders' Equity and Accumulated Earnings for the
nine months ended September 30, 1997 ................................................. 5
Consolidated Statements of Cash Flows for the nine months ended
September 30, 1997 and 1996 .......................................................... 6
Notes to Consolidated Financial Statements .............................................. 7
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 .................................................. 25
SIGNATURES ................................................................................ 26
</TABLE>
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<PAGE> 3
POST PROPERTIES, INC.
CONSOLIDATED BALANCE SHEETS
(DOLLARS IN THOUSANDS)
<TABLE>
<CAPTION>
SEPTEMBER 30, DECEMBER 31,
1997 1996
------------ ----------
(UNAUDITED)
<S> <C> <C>
ASSETS
Real estate:
Land ........................................................ $ 151,041 $ 150,072
Building and improvements ................................... 747,715 730,518
Furniture, fixtures and equipment ........................... 79,236 74,120
Construction in progress .................................... 243,547 140,437
Land held for future development ............................ 7,108 14,195
----------- -----------
1,228,647 1,109,342
Less: accumulated depreciation ................................ (191,632) (177,672)
----------- -----------
Operating real estate assets ................................ 1,037,015 931,670
Cash and cash equivalents ..................................... 2,619 233
Restricted cash ............................................... 1,441 1,148
Deferred charges, net ......................................... 10,693 9,459
Other assets .................................................. 11,373 16,165
----------- -----------
Total assets ................................................ $ 1,063,141 $ 958,675
=========== ===========
LIABILITIES AND SHAREHOLDERS' EQUITY
Notes payable ................................................. $ 510,637 $ 434,319
Accrued interest payable ...................................... 8,643 4,264
Dividend and distribution payable ............................. 16,270 14,659
Accounts payable and accrued expenses ......................... 37,087 17,915
Security deposits and prepaid rents ........................... 5,177 5,084
----------- -----------
Total liabilities ........................................... 577,814 476,241
----------- -----------
Minority interest of unitholders in Operating Partnership ..... 83,325 83,441
----------- -----------
Commitments and contingencies
Shareholders' equity
Preferred stock, $.01 par value, 20,000,000 authorized,
1,000,000 shares issued and outstanding ................... 10 10
Common stock, $.01 par value, 100,000,000 authorized,
22,127,882 and 21,922,393 shares issued and outstanding at
September 30, 1997 and December 31, 1996, respectively .... 221 219
Addit401,771398,764capital
Accumulated earnings .......................................... -- --
----------- -----------
Total shareholders' equity .................................. 402,002 398,993
----------- -----------
Total liabilities and shareholders' equity .................. $ 1,063,141 $ 958,675
=========== ===========
</TABLE>
The accompanying notes are an integral part of these consolidated financial
statements.
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POST PROPERTIES, INC.
CONSOLIDATED STATEMENTS OF OPERATIONS
(DOLLARS IN THOUSANDS, EXCEPT PER SHARE DATA)
(UNAUDITED)
<TABLE>
<CAPTION>
THREE MONTHS ENDED NINE MONTHS ENDED
SEPTEMBER 30, SEPTEMBER 30,
---------------------------- -----------------------------
1997 1996 1997 1996
---------------------------- -----------------------------
<S> <C> <C> <C> <C>
REVENUES
Rental ............................................... $ 43,857 $ 41,351 $ 127,988 $ 117,410
Property management - third party .................... 604 722 1,696 2,188
Landscape services - third party ..................... 1,346 1,199 3,792 3,420
Interest ............................................. 15 50 30 289
Other ................................................ 1,692 1,661 4,688 3,933
------------ ------------ ------------ ------------
Total revenues ..................................... 47,514 44,983 138,194 127,240
------------ ------------ ------------ ------------
EXPENSES
Property operating and maintenance (exclusive of
items shown separately below) ...................... 16,234 15,894 47,366 43,539
Depreciation (real estate assets) .................... 6,333 5,877 18,897 16,673
Depreciation (non-real estate assets) ................ 262 197 758 710
Property management - third party .................... 488 558 1,302 1,608
Landscape services - third party ..................... 1,087 1,002 3,117 2,863
Interest ............................................. 5,652 5,970 16,722 16,738
Amortization of deferred loan costs .................. 195 293 747 1,025
General and administrative ........................... 1,480 1,769 4,900 5,786
------------ ------------ ------------ ------------
Total expenses ..................................... 31,731 31,560 93,809 88,942
------------ ------------ ------------ ------------
Income before net gain on sale of assets, minority
interest of unitholders in Operating Partnership and
extraordinary item ................................. 15,783 13,423 44,385 38,298
Net gain on sale of assets ........................... -- 854 3,512 854
Minority interest of unitholders in
Operating Partnership .............................. (2,811) (2,696) (8,562) (7,442)
------------ ------------ ------------ ------------
Income before extraordinary item ..................... 12,972 11,581 39,335 31,710
Extraordinary item, net of minority interest of
unitholders in Operating Partnership .................... -- -- (75) --
------------ ------------ ------------ ------------
Net income ......................................... 12,972 11,581 39,260 31,710
Dividend to preferred shareholders ................. (1,062) -- (3,187) --
------------ ------------ ------------ ------------
Net income available to common shareholders ........ $ 11,910 $ 11,581 $ 36,073 $ 31,710
============ ============ ============ ============
PER COMMON SHARE DATA:
Weighted average common shares outstanding .............. $ 22,117,032 $ 21,844,053 $ 22,032,237 $ 21,748,882
============ ============ ============ ============
Income before extraordinary item (net of preferred
dividend) .......................................... $ 0.54 $ 0.53 $ 1.64 $ 1.46
============ ============ ============ ============
Net income available to common shareholders ............. $ 0.54 $ 0.53 $ 1.64 $ 1.46
============ ============ ============ ============
Dividends declared ...................................... $ 0.595 $ 0.54 $ 1.785 $ 1.62
============ ============ ============ ============
</TABLE>
The accompanying notes are an integral part of these consolidated financial
statements.
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POST PROPERTIES, INC.
CONSOLIDATED STATEMENT OF SHAREHOLDERS' EQUITY AND
ACCUMULATED EARNINGS
(DOLLARS IN THOUSANDS)
(UNAUDITED)
<TABLE>
<CAPTION>
ADDITIONAL
PREFERRED COMMON PAID-IN ACCUMULATED
SHARES SHARES CAPITAL EARNINGS TOTAL
--------- ------ ---------- ----------- -----
<S> <C> <C> <C> <C> <C>
SHAREHOLDERS' EQUITY AND ACCUMULATED
EARNINGS, DECEMBER 31, 1996 ..................... $10 $219 $ 398,764 $ -- $ 398,993
Proceeds from Dividend Reinvestment and
Employee Stock Purchase Plans ............... -- 2 6,932 -- 6,934
Adjustment for minority interest of unitholders
in Operating Partnership at dates of capital
transactions ................................ -- -- (651) -- (651)
Net income .................................... -- -- -- 39,260 39,260
Dividends to preferred shareholders ........... -- -- -- (3,187) (3,187)
Dividends to common shareholders .............. -- -- (3,274) (36,073) (39,347)
--- ---- --------- ------ ---------
SHAREHOLDERS' EQUITY AND ACCUMULATED
EARNINGS, SEPTEMBER 30, 1997 .................... $10 $221 $ 401,771 $ -- $ 402,002
=== ==== ========= ======== =========
</TABLE>
The accompanying notes are an integral part of these consolidated financial
statements.
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POST PROPERTIES, INC
CONSOLIDATED STATEMENTS OF CASH FLOWS
(DOLLARS IN THOUSANDS)
(UNAUDITED)
<TABLE>
<CAPTION>
NINE MONTHS ENDED
SEPTEMBER 30,
---------------------------
1997 1996
--------- ---------
<S> <C> <C>
CASH FLOWS FROM OPERATING ACTIVITIES
Net income ................................................................................. $ 39,260 $ 31,710
Adjustments to reconcile net income to net cash provided by operating activities:
Net gain on sale of assets ............................................................ (3,512) (854)
Minority interest of unitholders in Operating Partnership ............................. 8,562 7,442
Extraordinary item, net of minority interst of unitholders in Operating Partnership ... 75 --
Depreciation .......................................................................... 19,655 17,383
Amortization of deferred loan costs ................................................... 747 1,025
Write-off of deferred loan costs ...................................................... (6) --
Changes in assets, (increase) decrease in:
Restricted cash ....................................................................... (293) 12
Other assets .......................................................................... 4,581 (1,775)
Deferred charges ...................................................................... -- 1,652
Changes in liabilities, increase (decrease) in:
Accrued interest payable .............................................................. 4,379 (403)
Accounts payable and accrued expenses ................................................. 7,550 11,210
Security deposits and prepaid rents ................................................... 93 286
--------- ---------
Net cash provided by operating activities ............................................... 81,091 67,688
--------- ---------
CASH FLOWS FROM INVESTING ACTIVITIES
Construction and acquisition of real estate assets, net of payables ..................... (117,177) (139,152)
Proceeds from sale of assets ............................................................ 23,111 12,196
Capitalized interest .................................................................... (5,879) (3,000)
Recurring capital expenditures .......................................................... (2,932) (2,084)
Corporate additions and improvements .................................................... (1,185) (491)
Non-recurring capital expenditures ...................................................... (534) (1,070)
Revenue generating capital expenditures ................................................. (4,775) (392)
--------- ---------
Net cash (used in) investing activities ................................................. (109,371) (133,993)
--------- ---------
CASH FLOWS FROM FINANCING ACTIVITIES
Payment of financing costs .............................................................. (2,352) (2,201)
Debt proceeds ........................................................................... 212,440 232,833
Proceeds from sale of notes ............................................................. 131,000 123,438
Debt payments ........................................................................... (267,122) (255,168)
Distributions to unitholders ............................................................ (9,028) (8,039)
Proceeds from Dividend Reinvestment and Employee Stock Purchase Plans ................... 6,934 6,436
Dividends paid to preferred shareholders ................................................ (3,187) --
Dividends paid to common shareholders ................................................... (38,019) (34,025)
--------- ---------
Net cash provided by financing activities ............................................... 30,666 63,274
--------- ---------
Net increase (decrease) in cash and cash equivalents .................................... 2,386 (3,031)
Cash and cash equivalents, beginning of period .......................................... 233 9,008
--------- ---------
Cash and cash equivalents, end of period ................................................ $ 2,619 $ 5,977
========= =========
</TABLE>
The accompanying notes are an integral part of these consolidated financial
statements.
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POST PROPERTIES, INC.
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
(DOLLARS IN THOUSANDS, EXCEPT PER SHARE DATA)
- --------------------------------------------------------------------------------
1. ORGANIZATION AND FORMATION OF THE COMPANY
ORGANIZATION AND FORMATION OF THE COMPANY
Post Properties, Inc. (the "Company"), which was incorporated on January
25, 1984, is the successor by merger to the original Post Properties, Inc.,
a Georgia Corporation which was formed in 1971. The Company was formed to
develop, lease and manage upscale multi-family apartment communities.
The Company elected to be taxed as a real estate investment trust ("REIT")
for Federal income tax purposes beginning with the taxable year ended
December 31, 1993. A REIT is a legal entity which holds real estate
interests and, through payments of dividends to shareholders, in practical
effect is not subject to Federal income taxes at the corporate level.
BASIS OF PRESENTATION
The accompanying unaudited financial statements have been prepared by the
Company's management in accordance with generally accepted accounting
principles for interim financial information and applicable rules and
regulations of the Securities and Exchange Commission. Accordingly, they do
not include all of the information and footnotes required by generally
accepted accounting principles for complete financial statements. In the
opinion of management, all adjustments (consisting only of normally
recurring adjustments) considered necessary for a fair presentation have
been included. The results of operations for the nine month period ended
September 30, 1997 are not necessarily indicative of the results that may
be expected for the full year. These financial statements should be read in
conjunction with the Company's audited financial statements and notes
thereto included in the Post Properties, Inc. Annual Report on Form 10-K
for the year ended December 31, 1996.
2. NOTES PAYABLE
On January 29, 1997, the Company established a program for the sale of up
to $175,000 aggregate principal amount of Medium-Term Notes due nine months
or more from date of issue (the "MTNs").
The following table sets forth MTNs issued and outstanding as of September
30, 1997:
<TABLE>
<CAPTION>
ISSUE INTEREST MATURITY
DATE AMOUNT RATE DATE
------------------- ------------- --------------- --------------
<S> <C> <C> <C>
March 3, 1997 $ 30,000 LIBOR plus0.25% 03/03/2000
March 31, 1997 37,000 7.02% 04/02/2001
March 31, 1997 13,000 7.30% 04/01/2004
September 22, 1997 10,000 6.69% 09/22/2004
September 22, 1997 25,000 6.78% 09/22/2005
September 26, 1997 16,000 6.22% 12/31/99
-----------
$ 131,000
===========
</TABLE>
Proceeds from the MTNs were used to (i) prepay certain outstanding notes
and (ii) paydown existing indebtedness outstanding under the Company's
revolving line of credit (the "Revolver").
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<PAGE> 8
POST PROPERTIES, INC.
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
(DOLLARS IN THOUSANDS, EXCEPT PER SHARE DATA)
- --------------------------------------------------------------------------------
3. SALE OF ASSETS
On May 22, 1997, the Company sold a community, located in Pompano Beach,
Florida that contained 416 units. The sale of this community is consistent
with the Company's strategy of selling communities when the market
demographics for a community are no longer consistent with the Company's
existing ownership strategy. Net proceeds of $23,111 were used to pay down
existing indebtedness outstanding under the Revolver.
4. EXTRAORDINARY ITEM
The extraordinary item for the nine months ended September 30, 1997
resulted from costs associated with the early extinguishment of
indebtedness. The extraordinary item is net of minority interest of
unitholders of $18, calculated on the basis of weighted average units and
shares outstanding for the period.
5. EARNINGS PER SHARE
Primary earnings per common share for income before extraordinary item, net
of preferred dividends, and net income available to common shareholders has
been computed by dividing income before extraordinary item, net of
preferred dividends, and net income available to common shareholders by the
weighted average number of common shares outstanding. This method derives
the same per common share information as the "two-class" method prescribed
for REITs. The weighted average number of common shares outstanding
utilized in the calculations are 22,117,032 and 21,844,053 for the three
months ended September 30, 1997 and 1996, respectively and 22,032,237 and
21,748,882 for the nine months ended September 30, 1997 and 1996,
respectively.
In February 1997, the Financial Accounting Standards Board issued Statement
of Financial Accounting Standards No. 128 "Earnings Per Share." This
pronouncement specifies the computation, presentation and disclosure
requirements for earnings per share. The Company will be required to adopt
this pronouncement for interim and fiscal periods ending after December 15,
1997. Management believes the adoption of this pronouncement will not have
a material effect on the Company's earnings per share.
6. SUPPLEMENTAL CASH FLOW INFORMATION
Non-cash investing and financing activities for the three and nine months
ended September 30, 1997 and 1996 are as follows:
(a) During the nine months ended September 30, 1997, holders of 65
Units in Post Apartment Homes, L.P. (the "Operating Partnership")
exercised their option to convert their units to shares of Common
Stock of the Company on a one-for-one basis. The net effect of
these conversions and adjustments to minority interest for the
dilutive impact of the Dividend Reinvestment and Employee Stock
Purchase Plans was a reclassification increasing minority interest
and decreasing shareholders' equity in the amount of $651 for the
nine months ended September 30, 1997.
(b) The Operating Partnership committed to distribute $16,270 and
$14,550 for the quarters ended September 30, 1997 and 1996,
respectively. As a result, the Company declared a dividend of
$.595 and $.54 per common share or $13,166 and $11,804 for the
quarters ended September 30, 1997 and 1996, respectively. The
remaining distributions from the Operating Partnership in the
amount of $3,104 and $2,746, respectively, were distributed to
minority interest unitholders in the Operating Partnership.
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<PAGE> 9
POST PROPERTIES, INC.
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
(DOLLARS IN THOUSANDS, EXCEPT PER SHARE DATA)
- -------------------------------------------------------------------------------
7. SUBSEQUENT EVENTS
On October 24, 1997, Columbus Realty Trust ("Columbus"), a Texas real
estate investment trust, was merged into a wholly owned subsidiary of the
Company. At the time of merger, Columbus was operating 26 completed
communities containing 6,296 apartment units and had an additional 5
communities under development that will contain 1,243 apartment units upon
completion located in Dallas and Houston, Texas. Pursuant to the merger
agreement, each outstanding share of Columbus common stock was converted
into .615 shares of common stock of the Company, which resulted in the
issuance of approximately 8.4 million shares of common stock of the
Company. The merger is being accounted for as a purchase.
On October 28, 1997, the Company sold 2,000,000 shares of 7 5/8% Series B
Cumulative Redeemable Perpetual Preferred Stock at a price of $25 per
share. Proceeds from this offering were used to repay outstanding
indebtedness under the Revolver.
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<PAGE> 10
POST PROPERTIES, INC.
MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF
OPERATIONS
(DOLLARS IN THOUSANDS, EXCEPT PER SHARE AND APARTMENT UNIT DATA)
- -------------------------------------------------------------------------------
ITEM 2. MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL
CONDITION AND RESULTS OF OPERATIONS
OVERVIEW
The following discussion should be read in conjunction with all of the financial
statements appearing elsewhere in this report. The following discussion is based
primarily on the Consolidated Financial Statements of Post Properties, Inc.
As of September 30, 1997, there were 27,344,356 units in the Operating
Partnership outstanding, of which 22,127,882, or 80.9%, were owned by the
Company and 5,216,474, or 19.1% were owned by other limited partners (including
certain officers and directors of the Company). As of September 30, 1997, there
were 1,000,000 Perpetual Preferred Units outstanding, all of which were owned
by the Company.
RESULTS OF OPERATIONS FOR THE NINE MONTHS ENDED SEPTEMBER 30, 1997 AND 1996
The Company recorded net income available to common shareholders of $36,073, for
the nine months ended September 30, 1997, an increase of 13.8% over the prior
corresponding period primarily as a result of the the gain recognized from the
sale of a community, increased rental rates for fully stabilized communities and
an increase in apartment units placed in service.
COMMUNITY OPERATIONS
The Company's net income is generated primarily from the operation of its
apartment communities. For purposes of evaluating comparative operating
performance, the Company categorizes its operating communities based on the
period each community reaches stabilized occupancy. A community is generally
considered by the Company to have achieved stabilized occupancy on the earlier
to occur of (i) attainment of 95% physical occupancy on the first day of any
month or (ii) one year after completion of construction.
As of September 30, 1997, the Company's portfolio of apartment communities
consisted of the following: (i) 39 communities which were completed and
stabilized for all of the current and prior year, (ii) eight communities which
achieved full stabilization during the prior year, (iii) two communities which
achieved full stabilization during 1997 and (iv) 11 communities in the
development or lease-up stage.
For communities with respect to which construction is completed and the
community has become fully operational, all property operating and maintenance
expenses are expensed as incurred and those recurring and non-recurring
expenditures relating to acquiring new assets, materially enhancing the value of
an existing asset, or substantially extending the useful life of an existing
asset are capitalized. (See "Capitalization of Fixed Assets and Community
Improvements").
The Company has adopted an accounting policy related to communities in the
development and lease-up stage whereby substantially all operating expenses
(including pre-opening marketing expenses) are expensed as incurred. The Company
treats each unit in an apartment community separately for cost accumulation,
capitalization and expense recognition purposes. Prior to the commencement of
leasing activities, interest and other construction costs are capitalized and
reflected on the balance sheet as construction in progress. Once a unit is
placed in service, all operating expenses allocated to that unit, including
interest, are expensed as incurred. During the lease-up phase, the sum of
interest expense on completed units and other operating expenses (including
pre-opening marketing expenses) will typically exceed rental revenues, resulting
in a "lease-up deficit," which continues until such time as rental revenues
exceed such expenses.
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<PAGE> 11
POST PROPERTIES, INC.
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
(DOLLARS IN THOUSANDS, EXCEPT PER SHARE DATA)
- -------------------------------------------------------------------------------
Therefore, in order to evaluate the operating performance of its communities,
the Company has presented financial information which summarizes the operating
income on a comparative basis for all of its operating communities combined and
for communities which have reached stabilization prior to January 1, 1996. The
Company has also presented quarterly financial information reflecting the
dilutive impact of lease-up deficits incurred for communities in the development
and lease-up stage and not yet operating at break-even. In this presentation,
only those communities which were dilutive during the period are included and,
accordingly, different communities may be included in each period.
ALL OPERATING COMMUNITIES
The operating performance for all of the Company's apartment communities
combined for the three and nine months ended September 30, 1997 and 1996 is
summarized as follows:
<TABLE>
<CAPTION>
THREE MONTHS ENDED NINE MONTHS ENDED
SEPTEMBER 30, SEPTEMBER 30,
----------------------------- ------------------------------
1997 1996 % CHANGE 1997 1996 % CHANGE
------- ------- -------- -------- -------- --------
<S> <C> <C> <C> <C> <C> <C>
Rental and other revenue:
Fully stabilized communities (1) ........... $32,582 $32,359 0.7% $ 96,509 $ 95,801 0.7%
Communities stabilized during 1996 ......... 7,873 7,015 12.2% 23,358 15,193 53.7%
Development and lease-up
communities (2) .......................... 4,214 1,127 -- 8,827 3,141 --
Sold communities (3) ....................... -- 1,037 -- 1,482 3,857 --
Other revenue (4) .......................... 880 1,474 (40.3)% 2,5004 3,351 (25.4)%
------- ------- -------- --------
45,549 43,012 5.9% 132,676 121,343 9.3%
------- ------- -------- --------
Property operating and maintenance expense
(exclusive of depreciation and amortization):
Fully stabilized communities ............... 10,855 10,925 (0.6)% 31,605 31,465 0.4%
Communities stabilized during 1996 ......... 2,346 2,256 4.0% 6,891 5,347 28.9%
Development and lease-up
communities .............................. 1,465 530 -- 3,592 1,251 --
Sold communities ........................... -- 439 -- 4650 1,527 --
Other expenses (5) ......................... 1,568 1,744 (10.1)% 4,628 3,949 17.2%
------- ------- -------- --------
16,234 15,894 2.1% 47,366 43,539 8.8%
------- ------- -------- --------
Revenue in excess of specified
expense ................................... $29,315 $27,118 8.1% $ 85,310 $ 77,804 9.6%
======= ======= ======== ========
Recurring capital expenditures: (6)
Carpet ..................................... $ 384 $ 332 15.7% $ 1,040 $ 743 40.0%
Other ...................................... 644 360 78.9% 1,892 1,341 41.1%
------- ------- -------- --------
Total ...................................... $ 1,028 $ 692 48.6% $ 2,932 $ 2,084 40.7%
======= ======= ======== ========
Average apartment units in service ........... 18,608 17,751 4.8% 18,454 16,965 8.8%
======= ======= ======== ========
Recurring capital expenditures per
apartment unit ............................ $ 55 $ 39 41.0% $ 159 $ 123 29.3%
======= ======= ======== ========
</TABLE>
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<PAGE> 12
POST PROPERTIES, INC.
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
(DOLLARS IN THOUSANDS, EXCEPT PER SHARE DATA)
- -------------------------------------------------------------------------------
(1) Communities which reached stabilization prior to January 1, 1996.
(2) Communities in the "construction", "development" or "lease-up" stage
during 1996 and, therefore, not considered fully stabilized for all of
the periods presented.
(3) Includes one community, containing 180 units, which was sold on July
19, 1996 and one community, containing 416 units, which was sold on May
22, 1997.
(4) Other revenue includes revenue on furnished apartment rentals above the
unfurnished rental rates and any revenue not directly related to
property operations.
(5) Other expenses includes certain indirect central office operating
expenses related to management, grounds maintenance, and costs
associated with furnished apartment rentals.
(6) In addition to those expenses which relate to property operations, the
Company incurs recurring and non-recurring expenditures relating to
acquiring new assets, materially enhancing the value of an existing
asset, or substantially extending the useful life of an existing asset,
all of which are capitalized.
For the three and nine months ended September 30, 1997, rental and other revenue
increased $2,537, or 5.9%, and $11,333, or 9.3%, respectively, compared to the
same period in the prior year, primarily as a result of an increase in the
average number of apartment units in service and increased rental rates and, for
the nine month period, was partially offset by the sale of two communities. For
the three and nine months ended September 30, 1997, property operating and
maintenance expenses increased $340, or 2.1%, and $3,827, or 8.8%, respectively,
compared to the same period in the prior year, due to an increase in the average
number of apartment units in service partially offset by the sale of two
communities.
For the three and nine months ended September 30, 1997, recurring capital
expenditures increased $336, or 48.6%, and $848, or 40.7%, respectively,
compared to the same period in the prior year, primarily due to the increase in
the average number of apartment units in service and the timing of scheduled
capital improvements.
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<PAGE> 13
POST PROPERTIES, INC.
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
(DOLLARS IN THOUSANDS, EXCEPT PER SHARE DATA)
- -------------------------------------------------------------------------------
FULLY STABILIZED COMMUNITIES
The Company defines fully stabilized communities as those which have reached
stabilization prior to the beginning of the previous calendar year.
The operating performance of the 39 communities containing an aggregate of
14,164 units which were fully stabilized as of January 1, 1996, is summarized as
follows:
<TABLE>
<CAPTION>
THREE MONTHS ENDED NINE MONTHS ENDED
SEPTEMBER 30, SEPTEMBER 30,
---------------------------------- -----------------------------------
1997 1996 % CHANGE 1997 1996 % CHANGE
------- --------- --------- -------- -------- --------
<S> <C> <C> <C> <C> <C> <C>
Rental and other revenue ......................... $32,582 $ 32,359 0.7% $ 96,509 $ 95,801 0.7%
Property operating and maintenance expense
(exclusiveof depreciation and
amortization) .................................. 10,855 10,925 (0.6)% 31,605 31,465 0.4%
------- --------- -------- ---------
Revenue in excess of specified expense ........... $21,727 $ 21,434 1.4% $ 64,904 $ 64,336 0.9%
======= ========= ======== =========
Recurring capital expenditures: (1)
Carpet ........................................ $ 354 $ 287 23.3% $ 933 $ 660 41.4%
Other ......................................... 740 75 886.7% 1,842 999 84.4%
------- --------- -------- ---------
Total ....................................... $ 1,094 $ 362 202.2% $ 2,775 $ 1,659 67.3%
======= ========= ======== =========
Recurring capital expenditures per
apartment unit (2) ............................ $ 77 $ 26 196.2% $ 196 $ 117 67.5%
======= ========= ======== =========
Average economic occupancy (3) ................... 95.5% 96.2% 94.5% 95.8%
------- --------- -------- ---------
Average monthly rental rate per
apartment unit (4) ............................. $ 779 $ 770 1.2% $ 776 $ 763 1.7%
======= ========= ======== =========
Apartment units in service ....................... 14,164 14,164 14,164 1 4,164
======= ========= ======== =========
</TABLE>
(1) In addition to those expenses which relate to property operations, the
Company incurs recurring and non-recurring expenditures relating to
acquiring new assets, materially enhancing the value of an existing
asset, or substantially extending the useful life of an existing asset,
all of which are capitalized.
(2) In addition to such capitalized expenditures, the Company expensed $200
and $213 per unit on building maintenance (inclusive of direct
salaries) and $57 and $56 per unit on landscaping (inclusive of direct
salaries) for the three months ended September 30, 1997 and 1996,
respectively and $529 and $587 per unit on building maintenance
(inclusive of direct salaries) and $176 and $172 per unit on
landscaping (inclusive of direct salaries) for the nine months ended
September 30, 1997 and 1996, respectively.
(3) Average economic occupancy is defined as gross potential rent less
vacancy losses, model expenses and bad debt divided by gross potential
rent for the period, expressed as a percentage. The calculation of
average economic occupancy does not include a deduction for concessions
and employee discounts. (Average economic occupancy, including these
amounts would have been 94.5% and 95.7% for the three months ended
September 30, 1997 and 1996, respectively and 93.7% and 95.3% for the
nine months ended September 30, 1997 and 1996, respectively.) For the
three months ended September 30, 1997 and 1996, concessions were $244
and $120 and employee discounts were $67 and $61, respectively, and for
the nine months ended September 30, 1997 and 1996, concessions were
$556 and $260 and employee discounts were $201 and $199, respectively.
(4) Average monthly rental rate is defined as the average of the gross
actual rental rates for occupied units and the anticipated rental rates
for unoccupied units.
- 13 -
<PAGE> 14
POST PROPERTIES, INC.
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
(DOLLARS IN THOUSANDS, EXCEPT PER SHARE DATA)
- -------------------------------------------------------------------------------
For the three and nine months ended September 30, 1997, rental and other revenue
increased $223, or 0.7%, and $708, or 0.7%, respectively, compared to the same
period in the prior year, due to higher rental rates partially offset by lower
occupancy. For the three months ended September 30, 1997, property operating and
maintenance expenses (exclusive of depreciation and amortization) decreased $70,
or 0.6%, compared to the same period in the prior year, primarily as a result of
decreases in property level general and administrative expenses, expensed
property improvements and real estate taxes. For the nine months ended September
30, 1997, property operating and maintenance expenses (exclusive of depreciation
and amortization) increased $140, or 0.4%, compared to the same period in the
prior year, primarily due to increased advertising and promotion efforts and an
increase in building repair and maintenance expense partially offset by the
decreases in expensed property improvements and real estate taxes.
For the three and nine months ended September 30, 1997, recurring capital
expenditures per apartment unit increased $51, or 196.2% and $79, or 67.5%
compared to the same periods in the prior year, primarily due to the timing of
carpet replacements and other recurring capital expenditures for communities.
LEASE-UP DEFICITS
As noted in the overview of Community Operations, the Company has adopted an
accounting policy related to communities in the development and lease-up stage
whereby substantially all operating expenses (including pre-opening marketing
expenses) are expensed as incurred. The Company treats each unit in an apartment
community separately for cost accumulation, capitalization and expense
recognition purposes. Prior to the commencement of leasing activities, interest
as well as other construction costs are capitalized and reflected on the balance
sheet as construction in progress. Once a unit is placed in service, all
expenses allocated to that unit, including interest, are expensed as incurred.
During the lease-up phase, the sum of interest expense on completed units and
other operating expenses (including pre-opening marketing expenses) will
typically exceed rental revenues, resulting in a "lease-up deficit," which
continues until rental revenues exceed such expenses.
In this presentation, only those communities which were dilutive for the
respective period are included and, accordingly, different communities may be
included in different quarters.
For the three and nine months ended September 30, 1997 and 1996, respectively,
the "lease-up deficit" charged to and included in results of operations is
summarized as follows:
<TABLE>
<CAPTION>
THREE MONTHS ENDED NINE MONTHS ENDED
SEPTEMBER 30, SEPTEMBER 30,
---------------------------- ----------------------------
1997 1996 1997 1996
------------ ------------ ------------ ------------
<S> <C> <C> <C> <C>
Rental and other revenue ................................ $ 111 $ 574 $ 111 $ 868
Property operating and maintenance expense (exclusive
of depreciation and amortization) .................... 119 469 184 689
------------ ------------ ------------ ------------
Revenue (expense) in excess of specified
expense/revenue ....................................... (8) 105 (73) 179
Interest expense ........................................ (80) (338) (135) (587)
------------ ------------ ------------ ------------
Lease-up deficit ........................................ $ (88) $ (233) $ (208) $ (408)
============ ------------ ============ ============
</TABLE>
- 14 -
<PAGE> 15
POST PROPERTIES, INC.
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
(DOLLARS IN THOUSANDS, EXCEPT PER SHARE DATA)
- -------------------------------------------------------------------------------
THIRD PARTY MANAGEMENT SERVICES
The Company provides asset management, leasing and other consulting services to
non-related owners of apartment communities through two of its subsidiaries, RAM
Partners, Inc. ("RAM") and Post Asset Management, Inc. ("Post Asset
Management").
The operating performance of RAM and Post Asset Management for the three and
nine months ended September 30, 1997 and 1996 is summarized as follows:
<TABLE>
<CAPTION>
RAM PARTNERS, INC. THREE MONTHS ENDED NINE MONTHS ENDED
SEPTEMBER 30, SEPTEMBER 30,
------------------------------------- -------------------------------------
1997 1996 % CHANGE 1997 1996 % CHANGE
----------- ----------- -------- ------------ ------------ --------
<S> <C> <C> <C> <C> <C> <C>
Property management and other
revenue.............................. $ 625 $ 650 (3.9)% $ 1,698 $ 1,959 (13.3)%
Property management expense............ 316 345 (8.4)% 894 998 (10.4)%
General and administrative expense..... 154 135 14.1 % 353 365 (3.3)%
------- ------- ---------- -----------
Revenue in excess of specified
expense.............................. $ 155 $ 170 (8.8)% $ 451 $ 596 (24.3)%
======= ======= ========== ===========
Average apartment units managed........ 8,461 9,523 (11.2)% 8,470 9,614 (11.9)%
======= ======= ========== ===========
</TABLE>
The decrease in property management revenues in excess of specified expense for
the three and nine months ended September 30, 1997 compared to the same periods
in the prior year is primarily attributable to the decrease in the average
number of units managed.
<TABLE>
<CAPTION>
POST ASSET MANAGEMENT THREE MONTHS ENDED NINE MONTHS ENDED
SEPTEMBER 30, SEPTEMBER 30,
------------------------------------- -------------------------------------
1997 1996 % CHANGE 1997 1996 % CHANGE
----------- ----------- -------- ------------ ------------ --------
<S> <C> <C> <C> <C> <C> <C>
Property management and other
revenue.............................. $ 25 $ 74 (66.2)% $ 73 $ 243 (70.0)%
Property management expense............ 13 59 (78.0)% 32 201 (84.1)%
General and administrative expense..... 5 19 (73.7)% 23 44 (47.7)%
------- ------- --------- -------
Revenue in excess of specified
expense............................. $ 7 $ (4) 275.0% $ 18 $ (2) 100.0%
======= ======= ========= =======
Average apartment units managed........ 260 563 (53.8)% 260 563 (53.8)%
======= ======= ========= =======
</TABLE>
Property management revenues and the related expenses decreased for the three
and nine months ended September 30, 1997, compared to the same periods in 1996,
primarily due to the reduction in the average number of apartment units managed.
This reduction was primarily due to four management contracts which were
terminated; two effective January 1996, one effective July 1996 and one
effective September 1996. As of September 30, 1997, Post Asset Management
provided management services to one Post(R) community, containing 260 apartment
units. On October 31, 1997, the Company terminated the final management
contract.
- 15 -
<PAGE> 16
POST PROPERTIES, INC.
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
(DOLLARS IN THOUSANDS, EXCEPT PER SHARE DATA)
- -------------------------------------------------------------------------------
THIRD PARTY LANDSCAPE SERVICES
The Company provides landscape maintenance, design and installation services to
non-related parties through a subsidiary, Post Landscape Services, Inc. ("Post
Landscape Services").
The operating performance of Post Landscape Services for the three and nine
months ended September 30, 1997 and 1996 is summarized as follows:
<TABLE>
<CAPTION>
THREE MONTHS ENDED NINE MONTHS ENDED
SEPTEMBER 30, SEPTEMBER 30,
------------------------------------- -----------------------------------
1997 1996 % CHANGE 1997 1996 % CHANGE
----------- ----------- -------- ---------- ---------- --------
<S> <C> <C> <C> <C> <C> <C>
Landscape services and other
revenue............................... $ 1,347 $ 1,199 12.3% $ 3,823 $ 3,467 10.3%
Landscape services expense............. 939 900 4.3% 2,687 2,558 5.0%
General and administrative
expense.............................. 148 113 31.0% 430 318 35.2%
----------- ----------- ---------- ----------
Revenue in excess of specified
expense.............................. $ 260 $ 186 39.8% $ 706 $ 591 19.5%
=========== =========== ========== ==========
</TABLE>
The increase in landscape services revenue in excess of specified expense for
the three and nine months ended September 30, 1997, compared to the same periods
in 1996, is primarily due to increases in landscape contracts.
OTHER REVENUES AND EXPENSES
Depreciation of real estate assets increased $456, or 7.8%, and $2,224, or
13.3%, for the three and nine months ended September 30, 1997, compared to the
same periods in the prior year, due to the addition of depreciable real estate
assets.
The extraordinary item of $75 for the nine months ended September 30, 1997, net
of minority interest portion, resulted from the costs associated with the early
retirement of debt.
LIQUIDITY AND CAPITAL RESOURCES
Liquidity
The Company's net cash provided by operating activities increased from $67,688
for the nine months ended September 30, 1996 to $81,091 for the nine months
ended September 30, 1997, principally due to increases in the Company's income
before depreciation. Net cash used in investing activities decreased from
$133,993 in the nine months ended September 30, 1996 to $109,371 in the nine
months ended September 30, 1997, principally due to a reduction in construction
spending and an increase in proceeds provided by the sale of assets. The
Company's net cash provided by financing activities decreased from $63,274 in
the nine months ended September 30, 1996 to $30,666 in the nine months ended
September 30, 1997, primarily due to decreased debt proceeds, increased debt
payments and dividends paid to preferred shareholders.
The Company has elected to be taxed as a Real Estate Investment Trust ("REIT")
under Sections 856 through 860 of the Internal Revenue Code of 1986, as amended,
commencing with its taxable year ended December 31, 1993. REITs are subject to a
number of organizational and operational requirements, including a requirement
that they currently distribute 95% of their ordinary taxable income. The Company
generally will not be subject to Federal income tax on net income.
- 16 -
<PAGE> 17
POST PROPERTIES, INC.
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
(DOLLARS IN THOUSANDS, EXCEPT PER SHARE DATA)
- -------------------------------------------------------------------------------
At September 30, 1997, the Company had total indebtedness of $510,637 and cash
and cash equivalents of $2,619. The Company's indebtedness includes
approximately $14,109 in conventional mortgages payable secured by individual
communities, tax-exempt bond indebtedness of $154,528, senior unsecured notes of
$306,000 and borrowings under unsecured lines of credit of approximately
$36,000.
The Company expects to meet its short-term liquidity requirements generally
through its net cash provided by operations and borrowings under credit
arrangements and expects to meet certain of its long-term liquidity
requirements, such as scheduled debt maturities, repayment of financing of
construction and development activities and possible property acquisitions,
through long-term secured and unsecured borrowings and the issuance of debt
securities or additional equity securities of the Company, sales of communities,
or, possibly in connection with acquisitions of land or improved properties,
units of the Operating Partnership. The Company believes that its net cash
provided by operations will be adequate and anticipates that it will continue to
be adequate to meet both operating requirements and payment of dividends by the
Company in accordance with REIT requirements in both the short and the long
term. The budgeted expenditures for improvements and renovations to certain of
the communities are expected to be funded from property operations.
Lines Of Credit
The Company has a syndicated line of credit (the "Revolver") in the amount of
$180,000 to provide funding for future construction, acquisitions and general
business obligations. The Revolver matures on May 1, 2000 and borrowings
currently bear interest at LIBOR plus .675% or prime minus .25%. The Revolver
provides for the rate to be adjusted up or down based on changes in the credit
ratings on the Company's senior unsecured debt. The Revolver also includes a
money market competitive bid option for short-term funds for up to $90,000 at
rates below the stated line rate. The credit agreement for the Revolver contains
customary representations, covenants and events of default, including covenants
which restrict the ability of the Operating Partnership to make distributions in
excess of stated amounts, which in turn restricts the discretion of the Company
to declare and pay dividends. In general, during any fiscal year the Operating
Partnership may only distribute up to 100% of the Operating Partnership's
consolidated income available for distribution (as defined in the credit
agreement) exclusive of distributions of up to $30,000 of capital gains for such
year. The credit agreement contains exceptions to these limitations to allow the
Operating Partnership to make distributions necessary to allow the Company to
maintain its status as a REIT. The Company does not anticipate that this
covenant will adversely affect the ability of the Operating Partnership to make
distributions, or the Company to declare dividends, under the Company's current
dividend policy.
On July 26, 1996, the Company closed a $20,000 unsecured line of credit with
Wachovia Bank of Georgia, N.A. (The "Cash Management Line"), which was fully
funded and used to pay down the outstanding balance on the Revolver. The Cash
Management Line bears interest at LIBOR plus .675% or prime minus .25% and has a
maturity date of June 26, 1998. The Company chose this arrangement because the
Revolver requires three days advance notice to repay borrowings whereas this
facility provides the Company with an automatic daily sweep, which applies all
available cash to reduce the outstanding balance.
In addition, the Company has a $3,000 facility to provide letters of credit for
general business purposes.
- 17 -
<PAGE> 18
POST PROPERTIES, INC.
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
(DOLLARS IN THOUSANDS, EXCEPT PER SHARE DATA)
- -------------------------------------------------------------------------------
Medium Term Notes
On January 29, 1997, the Company established a program for the sale of up to
$175,000 aggregate principal amount of Medium-Term Notes due nine months or more
from date of issue (the "MTNs").
The following table sets forth MTNs issued and outstanding as of September
30, 1997:
<TABLE>
<CAPTION>
ISSUE INTEREST MATURITY
DATE AMOUNT RATE DATE
------------------ --------------- --------------- ----------
<S> <C> <C> <C>
March 3, 1997 $ 30,000 LIBOR plus .25% 03/03/2000
March 31, 1997 37,000 7.02% 04/02/2001
March 31, 1997 13,000 7.30% 04/01/2004
September 22, 1997 10,000 6.69% 09/22/2004
September 22, 1997 25,000 6.78% 09/22/2005
September 26, 1997 16,000 6.22% 12/31/99
----------
$ 131,000
==========
</TABLE>
Tax Exempt Bonds
On June 29, 1995, the Company replaced the bank letters of credit providing
credit enhancement for twelve of its outstanding tax-exempt bonds and three of
its economically defeased tax-exempt bonds. Under an agreement with the Fannie
Mae ("FNMA"), FNMA now provides, directly or indirectly through other bank
letters of credit, credit enhancement with respect to such bonds. Under the
terms of such agreement, FNMA has provided replacement credit enhancement
through 2025 for nine bond issues, aggregating $141,230, which were reissued,
and has agreed, subject to certain conditions, to provide credit enhancement
through June 1, 2025 for up to an additional $94,650 with respect to four other
bond issues which mature and may be refunded in 1998. The agreement with FNMA
contains representations, covenants, and events of default customary to such
secured loans.
Refundable Tax Exempt Bonds
The Company has previously issued tax-exempt bonds, secured by certain
communities, totaling $235,880 of which $81,352 has been economically defeased,
leaving $154,528 of principal amount of tax-exempt bonds outstanding at
September 30, 1997 of which $141,230 of the bonds outstanding has been reissued
with a maturity of June 1, 2025. The remaining outstanding bonds, together with
the economically defeased bonds, mature and may be reissued during 1998. The
Company has chosen economic defeasance of the bond obligations rather than a
legal defeasance in order to preserve the legal right to refund such obligations
on a tax-exempt basis at the stated maturity if the Company then determines that
such refunding is beneficial.
The following table shows the amount of bonds (both defeased and outstanding) at
September 30, 1997, which the Company may reissue during the years 1998 and
2025:
<TABLE>
<CAPTION>
DEFEASED OUTSTANDING TOTAL REISSUE
PORTION PORTION CAPACITY
---------- ----------- --------------
<S> <C> <C> <C>
1998 81,352 13,298 94,650
2025 -- 141,230 141,230
--------- --------- ----------
$ 81,352 $ 154,528 $ 235,880
========= ========= ==========
</TABLE>
- 18 -
<PAGE> 19
POST PROPERTIES, INC.
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
(DOLLARS IN THOUSANDS, EXCEPT PER SHARE DATA)
- -------------------------------------------------------------------------------
Schedule of Indebtedness
The following table reflects the Company's indebtedness at September 30, 1997:
<TABLE>
<CAPTION>
Maturity Principal
Description Location Interest Rate Date(1) Balance
- -------------------------------------- -------------- ---------------------------- ---------------- -----------
<S> <C> <C> <C> <C>
TAX EXEMPT FIXED RATE (SECURED)0
Post Court(R)......................... Atlanta, GA 7.5% + .575% (2)(3) 06/01/98 (4) 13,298
-----------
13,298
-----------
CONVENTIONAL FIXED RATE (SECURED)
Post Summit(R)........................ Atlanta, GA 7.72% 02/01/98 5,267
Post River(R)......................... Atlanta, GA 7.72% 03/01/98 5,822
Post Hillsboro Village................ Nashville, TN 9.20% 10/01/2001 3,020
-----------
14,109
-----------
TAX EXEMPT FLOATING RATE (SECURED)
Post Ashford(R)Series 1995............ Atlanta, GA "AAA" NON-AMT + .575% (2)(3) 06/01/2025 9,895
Post Valley(R)Series 1995............. Atlanta, GA "AAA" NON-AMT + .575% (2)(3) 06/01/2025 18,600
Post Brook(R)Series 1995.............. Atlanta, GA "AAA" NON-AMT + .575% (2)(3) 06/01/2025 4,300
Post Village(R)(Atlanta) Hills
Series 1995......................... Atlanta, GA "AAA" NON-AMT + .575% (2)(3) 06/01/2025 7,000
Post Mill(R)Series 1995............... Atlanta, GA "AAA" NON-AMT + .575% (2)(3) 06/01/2025 12,880
Post Canyon(R)Series 1996............. Atlanta, GA "AAA" NON-AMT + .575% (2)(3) 06/01/2025 16,845
Post Corners(R)Series 1996............ Atlanta, GA "AAA" NON-AMT + .575% (2)(3) 06/01/2025 14,760
Post Bridge(R)........................ Atlanta, GA "AAA" NON-AMT + .575% (2)(3) 06/01/2025 12,450
Post Village(R)(Atlanta) Gardens...... Atlanta, GA "AAA" NON-AMT + .575% (2)(3) 06/01/2025 14,500
Post Chase(R)......................... Atlanta, GA "AAA" NON-AMT + .575% (2)(3) 06/01/2025 15,000
Post Walk(R).......................... Atlanta, GA "AAA" NON-AMT + .575% (2)(3) 06/01/2025 15,000
-----------
141,230
-----------
SENIOR NOTES (UNSECURED)
Medium Term Notes..................... N/A 6.22% 12/31/99 16,000
Medium Term Notes..................... N/A LIBOR + .25% 03/03/2000 30,000
Northwestern Mutual Life.............. N/A 8.21% 06/07/2000 30,000
Medium Tern Notes..................... N/A 7.02% 04/02/2001 37,000
Northwestern Mutual Life.............. N/A 8.37% 06/07/2002 20,000
Senior Notes.......................... N/A 7.25% 10/01/2003 100,000
Medium Term Notes..................... N/A 7.30% 04/01/2004 13,000
Medium Term Notes..................... N/A 6.69% 09/22/2004 10,000
Medium Term Notes..................... N/A 6.78% 09/22/2005 25,000
Senior Notes.......................... N/A 7.50% 10/01/2006 25,000
-----------
306,000
-----------
LINES OF CREDIT (UNSECURED)
Revolver ............................. N/A LIBOR + .675% or prime minus .25% (05/01/2000 16,000
Cash Management Line.................. N/A LIBOR + .675% or prime minus .25% 06/26/98 20,000
-----------
36,000
-----------
TOTAL................................. $ 510,637
===========
</TABLE>
- 19 -
<PAGE> 20
POST PROPERTIES, INC.
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
(DOLLARS IN THOUSANDS, EXCEPT PER SHARE DATA)
- -------------------------------------------------------------------------------
(1) All of the mortgages can be prepaid at any time, subject to certain
prepayment penalties.
(2) Bond financed (interest rate on bonds + credit enhancement fees).
(3) These bonds are also secured by Post Fountains at Lee Vista(R), Post
Lake(R) (Orlando) and the Fountains and Meadows of Post Village(R) for
which the Company has economically defeased their respective bond
indebtedness.
(4) Subject to certain conditions at re-issuance, the credit enhancement
runs to June 1, 2025.
(5) Represents stated rate. The Company may also make "money market" loans
of up to $90,000 at rates below the stated rate.
Sale of Preferred Stock
On October 28, 1997, the Company sold 2,000,000 shares of 7 5/8% Series B
Cumulative Redeemable Perpetual Preferred Stock at a price of $25 per share.
Proceeds from this offering were used to repay outstanding indebtedness under
the Revolver.
Other Activities
On May 22, 1997, the Company sold a community, located in Pompano Beach, Florida
that contained 416 units. The sale of this community is consistent with the
Company's strategy of selling communities when the market demographics for a
community are no longer consistent with the Company's existing ownership
strategy. Net proceeds of $23,111 were used to pay down existing indebtedness
outstanding under the Revolver.
Dividend Reinvestment Plan
The Dividend Reinvestment Plan ("DRIP") is available to all shareholders of the
Company. Under the DRIP, shareholders may elect for their dividends to be used
to acquire additional shares of the Company's Common Stock directly from the
Company for 95% of the market price on the date of purchase.
- 20 -
<PAGE> 21
POST PROPERTIES, INC.
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
(DOLLARS IN THOUSANDS, EXCEPT PER SHARE DATA)
- ------------------------------------------------------------------------------
Current Development Activity
The Company's apartment communities under development or in initial lease-up are
summarized in the following table:
<TABLE>
<CAPTION>
ACTUAL OR ACTUAL OR UNITS
ESTIMATED ESTIMATED LEASED
QUARTER OF QUARTER QUARTER AS OF
# OF CONSTRUCTION FIRST UNITS OF STABILIZED NOVEMBER 10,
METROPOLITAN AREA UNITS COMMENCEMENT AVAILABLE OCCUPANCY 1997
- ----------------- ----- ------------ ----------- ------------- ------------
<S> <C> <C> <C> <C> <C>
Atlanta, GA
Post Collier Hills(TM) 396 4Q'95 4Q'96 4Q'97 395
Post Glen(R) 314 1Q'96 1Q'97 1Q'98 296
Post Lindbergh(TM) 396 3Q'96 3Q'97 1Q'99 45
Post Gardens(R) 397 3Q'96 4Q'97 1Q'99 n/a
Riverside by Post(TM)- Phase I 205 3Q'96 2Q'98 1Q'00 n/a
Post River(R)- Phase II 88 1Q'97 4Q'97 2Q'98 n/a
Post Ridge(TM) 232 1Q'97 4Q'97 4Q'98 n/a
Post Briarcliff(TM)- Phase I 388 2Q'97 1Q'98 2Q'99 n/a
----- -----
2,416 736
----- -----
Tampa, FL
Post Rocky Point(R)- Phase II 174 4Q'96 2Q'97 4Q'97 133
Post Rocky Point(R)- Phase III 290 2Q'97 1Q'98 1Q'99 n/a
Post Harbour Island(TM) 210 3Q'97 3Q'98 2Q'99 n/a
----- -----
674 133
----- -----
Charlotte, NC
Post Park at Phillips Place(TM) 402 4Q'95 4Q'96 1Q'98 365
----- -----
Nashville, TN
Post Hillsboro Village(TM) 201 1Q'97 3Q'97 2Q'98 90
----- -----
Dallas, TX (1)
Addison Circle I 460 1Q'96 3Q'97 4Q'97 363
Cole's Corner 186 3Q'96 3Q'97 1Q'98 141
Heights of State Thomas 198 4Q'96 4Q'97 2Q'98 23
American Beauty Mill 82 2Q'97 1Q'98 3Q'98 n/a
----- -----
926 527
----- -----
Houston, TX (1)
Rice Hotel 317 1Q'97 1Q'98 4Q'98 91
----- -----
4,936 1,942
----- -----
</TABLE>
(1) The communities under development in Dallas and Houston, Texas were
acquired through the merger with Columbus Realty Trust. See "-Recent
Developments".
The Company has also acquired a parcel of land in Atlanta on which it plans to
build a new community. Adjacent to the parcel, the Home Depot, Inc. is
constructing its corporate headquarters campus and extensive infrastructure
improvements are being made by the county. In addition, the Company holds land
for a fourth phase of Rocky Point(R) in Tampa, Florida. In connection with the
Riverside development, the Company is also constructing an office building and
associated retail space, which it intends to occupy a portion of in the second
quarter of 1998. The Company is making improvements to a leased facility for
Post Landscape Services. The Company is also currently conducting feasibility
and other pre-development studies for possible new Post(R) communities in its
primary market areas.
- 21 -
<PAGE> 22
POST PROPERTIES, INC.
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
(DOLLARS IN THOUSANDS, EXCEPT PER SHARE DATA)
- -------------------------------------------------------------------------------
Capitalization of Fixed Assets and Community Improvements
The Company has established a policy of capitalizing those expenditures relating
to acquiring new assets, materially enhancing the value of an existing asset, or
substantially extending the useful life of an existing asset. All expenditures
necessary to maintain a community in ordinary operating condition are expensed
as incurred. During the first five years of a community (which corresponds to
the estimated depreciable life), carpet replacements are expensed as incurred.
Thereafter, carpet replacements are capitalized.
Acquisition of assets and community improvement expenditures for the nine months
ended September 30, 1997 and 1996 are summarized as follows:
<TABLE>
<CAPTION>
NINE MONTHS ENDED
SEPTEMBER 30,
-----------------------
1997 1996
--------- ---------
<S> <C> <C>
New community development and acquisition activity ..................................... $ 123,056 $ 142,152
Non-recurring capital expenditures:
Revenue generating additions and improvements .................................... 4,775 392
Other community additions and improvements ....................................... 534 1,070
Recurring capital expenditures:
Carpet replacements .............................................................. 1,040 743
Community additions and improvements ............................................. 1,892 1,341
Corporate additions and improvements ............................................. 1,185 491
--------- ---------
$ 132,482 $ 146,189
--------- ---------
</TABLE>
RECENT DEVELOPMENTS
On October 24, 1997, Columbus Realty Trust ("Columbus"), a Texas real estate
investment trust, was merged into a wholly owned subsidiary of the Company. At
the time of the merger, Columbus was operating 26 completed communities
containing 6,296 apartment units and had an additional 5 communities under
development that will contain 1,243 apartment units upon completion located in
Dallas and Houston, Texas. Pursuant to the merger agreement, each outstanding
share of Columbus common stock was converted into .615 shares of common stock
of the Company, which resulted in the issuance of approximately 8.4 million
shares of common stock of the Company. The merger is being accounted for as a
purchase.
INFLATION
Substantially all of the leases at the communities allow, at the time of
renewal, for adjustments in the rent payable thereunder, and thus may enable the
Company to seek increases in rents. The substantial majority of these leases are
for one year or less and the remaining leases are for up to two years. At the
expiration of a lease term, the Company's lease agreements provide that the term
will be extended unless either the Company or the lessee gives at least sixty
(60) days written notice of termination; in addition, the Company's policy
permits the earlier termination of a lease by a lessee upon thirty (30) days
written notice to the Company and the payment of one month's additional rent as
compensation for early termination. The short-term nature of these leases
generally serves to reduce the risk to the Company of the adverse effect of
inflation.
- 22 -
<PAGE> 23
POST PROPERTIES, INC.
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
(DOLLARS IN THOUSANDS, EXCEPT PER SHARE DATA)
- -------------------------------------------------------------------------------
FUNDS FROM OPERATIONS AND CASH AVAILABLE FOR DISTRIBUTION
Historical Funds from Operations
The Company considers funds from operations ("FFO") an appropriate measure of
performance of an equity REIT. Funds from operations is defined to mean net
income (loss) available to common shareholders determined in accordance with
GAAP, excluding gains (or losses) from debt restructuring and sales of property,
plus depreciation of real estate assets, and after adjustment for unconsolidated
partnerships and joint ventures. FFO should not be considered as an alternative
to net income (determined in accordance with GAAP) as an indicator of the
Company's financial performance or to cash flow from operating activities
(determined in accordance with GAAP) as a measure of the Company's liquidity,
nor is it necessarily indicative of sufficient cash flow to fund all of the
Company's needs. Cash available for distribution ("CAD") is defined as FFO less
capital expenditures funded by operations and loan amortization payments. The
Company believes that in order to facilitate a clear understanding of the
consolidated historical operating results of the Company, FFO and CAD should be
examined in conjunction with net income as presented in the consolidated
financial statements and data included elsewhere in this report.
FFO and CAD for the three and nine months ended September 30, 1997 and 1996
presented on a historical basis are summarized in the following table:
Calculations of Funds from Operations and Cash Available for Distribution
<TABLE>
<CAPTION>
THREE MONTHS ENDED NINE MONTHS ENDED
SEPTEMBER 30, SEPTEMBER 30,
----------------------------- -----------------------------
1997 1996 1997 1996
------------ ------------ ------------ -------------
<S> <C> <C> <C> <C>
Net income available to common shareholders ............. $ 11,910 $ 11,581 $ 36,073 $ 31,710
Extraordinary item, net of minority interest ......... -- -- 75 --
Minority interest .................................... 2,811 2,696 8,562 7,442
Net gain on sale of assets ........................... -- (854) (3,512) (854)
------------ ------------ ------------ ------------
Adjusted net income ................................ 14,721 13,423 41,198 38,298
Depreciation of real estate assets ................... 6,333 5,877 18,897 16,673
------------ ------------ ------------ ------------
Funds from Operations (1) ............................... 21,054 19,300 60,095 54,971
Recurring capital expenditures (2) ................... (1,028) (692) (2,932) (2,084)
Non-recurring capital expenditures (3) ............... (41) (531) (534) (1,070)
Loan amortization payments ........................... (47) (55) (149) (160)
------------ ------------ ------------ ------------
Cash Available for Distribution ......................... $ 19,938 $ 18,022 $ 56,480 $ 51,657
============ ============ ============ ============
Revenue generating capital expenditures (4) ............. $ 1,279 $ 156 $ 4,775 $ 392
============ ============ ============ ============
Cash Flow Provided By (Used In):
Operating activities .................................... $ 27,241 $ 24,280 $ 81,091 $ 67,688
Investing activities .................................... $ (47,775) $ (35,823) $ (109,371) $ (133,993)
Financing activities .................................... $ 21,382 $ 15,896 $ 30,666 $ 63,274
Weighted average common shares outstanding .............. 22,117,032 21,844,053 22,032,237 21,748,882
============ ============ ============ ============
Weighted average common shares and units
outstanding ............................................. 27,333,506 26,928,896 27,249,259 26,855,322
============ ============ ============ ============
</TABLE>
- 23 -
<PAGE> 24
POST PROPERTIES, INC.
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
(DOLLARS IN THOUSANDS, EXCEPT PER SHARE DATA)
- -------------------------------------------------------------------------------
(1) The Company uses the National Association of Real Estate Investment
Trusts ("NAREIT") definition of FFO which was adopted for periods
beginning after January 1, 1996. FFO for any period means the
Consolidated Net Income of the Company and its subsidiaries for such
period excluding gains or losses from debt restructuring and sales of
property plus depreciation of real estate assets, and after adjustment
for unconsolidated partnerships and joint ventures, all determined on a
consistent basis in accordance with generally accepted accounting
principles. FFO presented herein is not necessarily comparable to FFO
presented by other real estate companies due to the fact that not all
real estate companies use the same definition. However, the Company's
FFO is comparable to the FFO of real estate companies that use the
current NAREIT definition.
(2) Recurring capital expenditures consisted primarily of $384 and $332 of
carpet replacement and $644 and $360 of other additions and
improvements to existing communities for the three months ended
September 30, 1997 and 1996, respectively, and $1,040 and $743 of
carpet replacement and $1,892 and $1,341 of other additions and
improvements to existing communities for the nine months ended
September 30, 1997 and 1996, respectively. Since the Company does not
add back the depreciation of non-real estate assets in its calculation
of FFO, capital expenditures of $414 and $152 for the three months
ended September 30, 1997 and 1996, respectively, and $1,185 and $491
for the nine months ended September 30, 1997 and 1996, respectively,
are excluded from the calculation of CAD.
(3) Non-recurring capital expenditures consisted of community additions and
improvements of $41 and $531 for the three months ended September 30,
1997 and 1996, respectively, and $534 and $1,070 for the nine months
ended September 30, 1997 and 1996, respectively.
(4) Revenue generating capital expenditures included a major renovation of
communities in the amount of $556 and $156, for the three months ended
September 30, 1997 and 1996, respectively, and $3,137 and $392 for the
nine months ended September 30, 1997 and 1996, respectively, and
submetering of water service to communities in the amount of $723 and
$1,638 for the three and nine months ended September 30, 1997,
respectively.
- 24 -
<PAGE> 25
PART II. OTHER INFORMATION
ITEM 6. EXHIBITS AND REPORTS ON FORM 8-K
(a) Exhibits
27. Financial Data Schedule (for SEC filing purposes only).
The registrant agrees to furnish a copy of all agreements relating to
long-term debt upon request of the Commission.
(b) Reports on Form 8-K
Reports on Form 8-K filed on August 6, 1997 and September 17, 1997.
- 25 -
<PAGE> 26
SIGNATURES
Pursuant to the requirements of the Securities Exchange Act of 1934, the
Registrant has duly caused this report to be signed on its behalf by the
undersigned, thereunto duly authorized.
POST PROPERTIES, INC.
/s/ John T. Glover
November 13,1997 -----------------------------
- ------------------- John T. Glover, President
(Date) (Principal Financial Officer)
/s/ R. Gregory Fox
November 13, 1997 -----------------------------
- ------------------- R. Gregory Fox
(Date) Senior Vice President, Chief
Accounting Officer
- 26 -
<TABLE> <S> <C>
<ARTICLE> 5
<LEGEND>
THIS SCHEDULE CONTAINS SUMMARY FINANCIAL INFORMATION EXTRACTED FROM THE
FINANCIAL STATEMENTS OF POST PROPERTIES, INC. FOR THE PERIOD ENDED SEPTEMBER 30,
1997 AND IS QUALIFIED IN ITS ENTIRETY BY REFERENCE TO SUCH FINANCIAL STATEMENTS.
</LEGEND>
<S> <C>
<PERIOD-TYPE> 9-MOS
<FISCAL-YEAR-END> DEC-31-1997
<PERIOD-START> JAN-01-1997
<PERIOD-END> SEP-30-1997
<CASH> 4,060,000
<SECURITIES> 0
<RECEIVABLES> 0
<ALLOWANCES> 0
<INVENTORY> 0
<CURRENT-ASSETS> 0
<PP&E> 1,228,647,000
<DEPRECIATION> 191,632,000
<TOTAL-ASSETS> 1,063,141,000
<CURRENT-LIABILITIES> 0
<BONDS> 510,637,000
0
10,000
<COMMON> 221,000
<OTHER-SE> 401,771,000
<TOTAL-LIABILITY-AND-EQUITY> 1,063,141,000
<SALES> 0
<TOTAL-REVENUES> 138,194,000
<CGS> 0
<TOTAL-COSTS> 70,682,000
<OTHER-EXPENSES> 0
<LOSS-PROVISION> 0
<INTEREST-EXPENSE> 16,722,000
<INCOME-PRETAX> 44,385,000
<INCOME-TAX> 0
<INCOME-CONTINUING> 36,148,000
<DISCONTINUED> 0
<EXTRAORDINARY> 75,000
<CHANGES> 0
<NET-INCOME> 36,073,000
<EPS-PRIMARY> 1.64
<EPS-DILUTED> 0
</TABLE>
