<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, 2000
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 numbers 1-12080 and 0-28226
------------------------
POST PROPERTIES, INC.
POST APARTMENT HOMES, L.P.
(Exact name of registrant as specified in its charter)
GEORGIA 58-1550675
GEORGIA 58-2053632
(State or other jurisdiction (I.R.S. Employer
of incorporation or organization) Identification No.)
4401 NORTHSIDE PARKWAY, SUITE 800, ATLANTA, GEORGIA 30327
(Address of principal executive offices -- zip code)
(404) 846-5000
(Registrant's telephone number, including area code)
3350 CUMBERLAND CIRCLE, SUITE 2200, ATLANTA, GEORGIA 30339
(Former name, former address and former fiscal year,
if changed since last report)
Indicate by check mark whether the registrants (1) have 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) have been subject to such
filing requirements for the past 90 days.
Post Properties, Inc. Yes [X] No [ ]
Post Apartment Homes, L.P. 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.
39,607,407 shares of common stock outstanding as of November 10, 2000
(excluding treasury stock).
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POST PROPERTIES, INC.
POST APARTMENT HOMES, L.P.
INDEX
<TABLE>
<CAPTION>
PAGE
<S> <C>
PART I FINANCIAL INFORMATION
ITEM 1 FINANCIAL STATEMENTS
POST PROPERTIES, INC.
Consolidated Balance Sheets as of September 30, 2000 and December 31, 1999...........................1
Consolidated Statements of Operations for the three and nine months ended
September 30, 2000 and 1999.......................................................................2
Consolidated Statement of Shareholders' Equity and Accumulated Earnings for the
nine months ended September 30, 2000..............................................................3
Consolidated Statements of Cash Flows for the nine months ended
September 30, 2000 and 1999.......................................................................4
Notes to Consolidated Financial Statements...........................................................5
POST APARTMENT HOMES, L.P.
Consolidated Balance Sheets as of September 30, 2000 and December 31, 1999..........................10
Consolidated Statements of Operations for the three and nine months ended
September 30, 2000 and 1999......................................................................11
Consolidated Statement of Partners' Equity for the nine months ended
September 30, 2000...............................................................................12
Consolidated Statements of Cash Flows for the nine months ended
September 30, 2000 and 1999......................................................................13
Notes to Consolidated Financial Statements .........................................................14
ITEM 2 MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF
OPERATIONS....................................................................................19
ITEM 3 QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RISK....................................30
PART II OTHER INFORMATION.......................................................................................31
ITEM 1 LEGAL PROCEEDINGS
ITEM 2 CHANGES IN SECURITIES AND USE OF PROCEEDS
ITEM 3 DEFAULTS UPON SENIOR SECURITIES
ITEM 4 SUBMISSION OF MATTERS TO A VOTE OF SECURITY-HOLDER
ITEM 5 OTHER INFORMATION
ITEM 6 EXHIBITS AND REPORTS ON FORM 8-K
SIGNATURES..............................................................................................32
</TABLE>
<PAGE> 3
POST PROPERTIES, INC.
CONSOLIDATED BALANCE SHEETS
(DOLLARS IN THOUSANDS)
<TABLE>
<CAPTION>
SEPTEMBER 30, DECEMBER 31,
2000 1999
------------ ------------
(UNAUDITED)
<S> <C> <C>
ASSETS
Real estate:
Land........................................................................... $ 301,217 $ 277,784
Building and improvements...................................................... 1,768,041 1,574,158
Furniture, fixtures and equipment.............................................. 185,758 137,602
Construction in progress....................................................... 479,245 576,361
Land held for future development............................................... 40,176 16,880
------------ ------------
2,774,437 2,582,785
Less: accumulated depreciation................................................. (341,589) (303,016)
Assets held for sale........................................................... 43,181 --
------------ ------------
Real estate assets............................................................... 2,476,029 2,279,769
Cash and cash equivalents........................................................ 17,939 5,870
Restricted cash.................................................................. 1,335 1,380
Deferred charges, net............................................................ 20,551 20,820
Other assets..................................................................... 55,053 42,334
------------ ------------
Total assets................................................................... $ 2,570,907 $ 2,350,173
============ ============
LIABILITIES AND SHAREHOLDERS' EQUITY
Notes payable.................................................................... $ 1,174,339 $ 989,583
Accrued interest payable......................................................... 15,409 9,160
Dividends and distributions payable.............................................. 34,506 31,285
Accounts payable and accrued expenses............................................ 75,492 59,780
Security deposits and prepaid rents.............................................. 9,910 9,023
------------ ------------
Total liabilities.............................................................. 1,309,656 1,098,831
------------ ------------
Minority interest of preferred unitholders in Operating Partnership ............. 70,000 70,000
Minority interest of common unitholders in Operating Partnership................. 121,239 122,480
Shareholders' equity
Preferred stock, $.01 par value, 20,000,000 authorized:
8 1/2% Series A Cumulative Redeemable Shares, liquidation
preference $50 per share, 1,000,000 shares issued and outstanding............ 10 10
7 5/8% Series B Cumulative Redeemable Shares, liquidation
preference $25 per share, 2,000,000 shares issued and outstanding............ 20 20
7 5/8% Series C Cumulative Redeemable Shares, liquidation
preference $25 per share, 2,000,000 shares issued and outstanding............ 20 20
Common stock, $.01 par value, 100,000,000 authorized,
39,607,167 and 38,834,323 shares issued and outstanding at
September 30, 2000 and December 31, 1999, respectively....................... 396 388
Additional paid-in capital..................................................... 1,071,969 1,058,424
Accumulated earnings -- --
------------ ------------
1,072,415 1,058,862
Less common stock in treasury at cost, 53,785 shares........................... (2,403) --
------------ ------------
Total shareholders' equity..................................................... 1,070,012 1,058,862
------------ ------------
Total liabilities and shareholders' equity..................................... $ 2,570,907 $ 2,350,173
============ ============
</TABLE>
The accompanying notes are an integral part of these consolidated
financial statements.
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<PAGE> 4
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,
----------------------------- -----------------------------
2000 1999 2000 1999
------------ ------------ ------------ ------------
<S> <C> <C> <C> <C>
REVENUE:
Rental................................................... $ 93,152 $ 81,162 $ 271,220 $ 234,845
Property management - third-party........................ 987 795 2,828 2,434
Landscape services - third-party......................... 2,743 2,244 7,843 6,482
Interest................................................. 476 194 1,463 564
Other.................................................... 3,984 3,763 12,913 10,228
------------ ------------ ------------ ------------
Total revenue........................................ 101,342 88,158 296,267 254,553
------------ ------------ ------------ ------------
EXPENSES:
Property operating and maintenance expense
(exclusive of items shown separately below)........... 34,019 29,126 96,909 83,797
Depreciation expense..................................... 17,929 15,126 51,364 42,121
Property management - third-party........................ 731 755 2,249 2,179
Landscape services - third-party......................... 2,376 1,859 6,860 5,634
Interest................................................. 12,789 8,707 35,551 24,075
Amortization of deferred loan costs...................... 414 407 1,199 1,113
General and administrative............................... 2,788 1,343 6,954 5,494
Minority interest in consolidated property
partnerships............................................. (381) 209 (1,195) 485
------------ ------------ ------------ ------------
Total expense....................................... 70,665 57,532 199,891 164,898
------------ ------------ ------------ ------------
Income before net gain (loss) on sale of assets,
minority interest of unitholders in Operating
Partnership and extraordinary item....................... 30,677 30,626 96,376 89,655
Net gain (loss) on sale of assets.......................... 958 (246) 1,627 (1,337)
Minority interest of preferred unitholders in
Operating Partnership.................................... (1,400) (435) (4,200) (435)
Minority interest of common unitholders in
Operating Partnership.................................... (3,156) (3,206) (9,899) (9,435)
------------ ------------ ------------ ------------
Income before extraordinary item........................... 27,079 26,739 83,904 78,448
Extraordinary item, net of minority interest of
unitholders in Operating Partnership..................... -- -- -- (458)
------------ ------------ ------------ ------------
Net income................................................. 27,079 26,739 83,904 77,990
Dividends to preferred shareholders........................ (2,969) (2,969) (8,907) (8,907)
------------ ------------ ------------ ------------
Net income available to common shareholders................ $ 24,110 $ 23,770 $ 74,997 $ 69,083
============ ============ ============ ============
EARNINGS PER COMMON SHARE - BASIC
Income before extraordinary item (net of preferred
dividend).............................................. $ 0.61 $ 0.62 $ 1.91 $ 1.81
Extraordinary item....................................... -- -- -- (0.01)
------------ ------------ ------------ ------------
Net income available to common shareholders.............. $ 0.61 $ 0.62 $ 1.91 $ 1.80
============ ============ ============ ============
Weighted average common shares outstanding................. 39,556,981 38,574,434 39,293,302 38,361,877
============ ============ ============ ============
EARNINGS PER COMMON SHARE - DILUTED
Income before extraordinary item (net of preferred
dividend).............................................. $ 0.60 $ 0.61 $ 1.88 $ 1.79
Extraordinary item....................................... -- -- -- (0.01)
------------ ------------ ------------ ------------
Net income available to common shareholders.............. $ 0.60 $ 0.61 $ 1.88 $ 1.78
============ ============ ============ ============
Weighted average common shares outstanding............... 40,422,756 39,122,421 39,980,339 38,827,381
============ ============ ============ ============
Dividends declared....................................... $ 0.76 $ 0.70 $ 2.28 $ 2.10
============ ============ ============ ============
</TABLE>
The accompanying notes are an integral part of these consolidated
financial statements.
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<PAGE> 5
POST PROPERTIES, INC.
CONSOLIDATED STATEMENT OF SHAREHOLDERS' EQUITY AND
ACCUMULATED EARNINGS
(DOLLARS IN THOUSANDS)
(UNAUDITED)
<TABLE>
<CAPTION>
PREFERRED COMMON PAID-IN ACCUMULATED TREASURY
SHARES SHARES CAPITAL EARNINGS STOCK TOTAL
--------- ------ ------------ ----------- -------- ------------
<S> <C> <C> <C> <C> <C> <C>
SHAREHOLDERS' EQUITY AND
ACCUMULATED EARNINGS,
DECEMBER 31, 1999............................... $ 50 $ 388 $ 1,058,424 $ -- $ -- $ 1,058,862
Proceeds from Dividend Reinvestment, Employee
Stock Plan and Employee Stock Purchase Plans... -- 8 29,053 -- -- 29,061
Adjustment for minority interest of common
unitholders in Operating Partnership at dates
of capital transactions........................ -- -- (683) -- -- (683)
Net income...................................... -- -- -- 83,904 -- 83,904
Treasury stock acquisitions..................... -- -- -- -- (2,403) (2,403)
Dividends to preferred shareholders............. -- -- -- (8,907) -- (8,907)
Dividends to common shareholders................ -- -- (14,825) (74,997) -- (89,822)
----- ----- ------------ --------- --------- ------------
SHAREHOLDERS' EQUITY AND
ACCUMULATED EARNINGS,
SEPTEMBER 30, 2000.............................. $ 50 $ 396 $ 1,071,969 $ -- $ (2,403) $ 1,070,012
===== ===== ============ ========= ========= ============
</TABLE>
The accompanying notes are an integral part of these consolidated
financial statements.
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<PAGE> 6
POST PROPERTIES, INC
CONSOLIDATED STATEMENTS OF CASH FLOWS
(DOLLARS IN THOUSANDS)
(UNAUDITED)
<TABLE>
<CAPTION>
NINE MONTHS ENDED
SEPTEMBER 30,
-------------------------------
2000 1999
------------ ------------
<S> <C> <C>
CASH FLOWS FROM OPERATING ACTIVITIES
Net income......................................................................... $ 83,904 $ 77,990
Adjustments to reconcile net income to net cash provided by operating
activities:
Net (gain) loss on sale of assets................................................ (1,627) 1,337
Minority interest of preferred unitholders in Operating Partnership.............. 4,200 435
Minority interest of common unitholders in Operating Partnership................. 9,899 9,435
Extraordinary item, net of minority interest of unitholders
in Operating Partnership........................................................ -- 458
Depreciation..................................................................... 51,364 42,121
Amortization of deferred loan costs.............................................. 1,199 1,113
Changes in assets, (increase) decrease in:
Restricted cash.................................................................. 45 (427)
Other assets..................................................................... (12,719) (15,909)
Deferred charges................................................................. (1,263) (3,657)
Changes in liabilities, increase (decrease) in:
Accrued interest payable......................................................... 6,249 3,362
Accounts payable and accrued expenses............................................ 10,827 5,583
Security deposits and prepaid rents.............................................. 887 172
------------ ------------
Net cash provided by operating activities.......................................... 152,965 122,013
------------ ------------
CASH FLOWS FROM INVESTING ACTIVITIES
Construction and acquisition of real estate assets, net of payables................ (279,371) (194,459)
Net proceeds from sale of assets................................................... 75,231 10,731
Capitalized interest............................................................... (18,992) (14,710)
Recurring capital expenditures..................................................... (7,802) (7,283)
Corporate additions and improvements............................................... (1,991) (6,240)
Non-recurring capital expenditures................................................. (2,336) (1,553)
Revenue generating capital expenditures............................................ (4,257) (4,178)
------------ ------------
Net cash used in investing activities.............................................. (239,518) (217,692)
------------ ------------
CASH FLOWS FROM FINANCING ACTIVITIES
Payment of financing costs......................................................... (1,260) (1,495)
Debt proceeds...................................................................... 241,000 169,000
Proceeds for Preferred Units....................................................... -- 68,250
Debt payments...................................................................... (56,244) (75,608)
Distributions to preferred unitholders............................................. (4,200) --
Distributions to common unitholders................................................ (11,520) (10,679)
Proceeds from Dividend Reinvestment and
Employee Stock Purchase Plans.................................................... 26,658 15,673
Dividends paid to preferred shareholders........................................... (8,907) (8,907)
Dividends paid to common shareholders.............................................. (86,905) (75,344)
------------ ------------
Net cash provided by financing activities.......................................... 98,622 80,890
------------ ------------
Net increase (decrease) in cash and cash equivalents............................... 12,069 (14,789)
Cash and cash equivalents, beginning of period..................................... 5,870 21,154
------------ ------------
Cash and cash equivalents, end of period........................................... $ 17,939 $ 6,365
============ ============
</TABLE>
The accompanying notes are an integral part of these consolidated
financial statements.
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<PAGE> 7
POST PROPERTIES, INC.
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
(DOLLARS IN THOUSANDS, EXCEPT PER UNIT 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, 2000 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, 1999. Certain 1999 amounts have been reclassified to
conform to the current year's financial statement presentation.
2. NOTES PAYABLE
Post Apartment Homes, L.P. (the "Operating Partnership") has
established a program for the sale of Medium-Term Notes due three
months or more from date of issue (the "MTN Program"). A $30,000 Medium
Term Note was repaid on March 3, 2000.
On May 9, 2000, the Operating Partnership sold $25,000 aggregate
principal amount of notes under the MTN Program. These notes bear
interest at the London Interbank Offer Rate ("LIBOR") plus .75% and
mature on February 1, 2005. Net proceeds of $24,875 were used to repay
outstanding indebtedness. In October 2000, the Company entered into a
swap transaction that fixed the rate on this note at 7.28% through
maturity.
On June 16, 2000, the Operating Partnership sold $150,000 aggregate
principal amount of notes under the MTN Program. These notes bear
interest at 8.12% and mature on June 15, 2005. Net proceeds of $148,865
were used to repay outstanding indebtedness.
As of September 30, 2000, the Operating Partnership had $360,000
aggregate principal amount of notes outstanding under the MTN Program.
On October 3, 2000, the Company issued $80,000 of debt secured by two
communities. This debt bears interest at 7.69% and matures October 1,
2007.
3. SALE OF ASSETS AND ASSETS HELD FOR SALE
During the first quarter of 2000, the Company authorized the sale of
five communities, one community in Atlanta, Georgia, three communities
in Jackson, Mississippi and one commercial property in Dallas, Texas.
During the third quarter of 2000, the Company authorized the sale of
two communities in Nashville, Tennessee. In February 2000,
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<PAGE> 8
POST PROPERTIES, INC.
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
(DOLLARS IN THOUSANDS, EXCEPT PER UNIT DATA)
--------------------------------------------------------------------------------
the Company sold the 213 unit community in Atlanta, Georgia for
$32,350. Net proceeds of approximately $31,400 were used to pay down
outstanding indebtedness. In September 2000, the Company sold the three
communities in Jackson, Mississippi, containing a total of 983 units
for $44,600. Net proceeds of approximately $43,218 were used to pay
down outstanding indebtedness. At September 30, 2000, the remaining two
communities and one commercial property consisting of land, building
and improvements and furniture, fixtures and equipment were recorded at
$43,181, which represented the lower of cost or fair value less costs
to sell. The Company has recorded a net gain on the sale of the Atlanta
and Jackson communities, reduced by its best estimate of the effect of
anticipated sale of the commercial property in the statement of
operations as net gain on the sale of assets of $1,627. The Company
expects the sale of the remaining three properties to occur during the
current fiscal year.
For the three months ended September 30, 2000 and 1999, the
consolidated statement of operations includes net income of $1,044 and
$938, respectively, from communities held for sale at September 30,
2000. For the nine months ended September 30, 2000 and 1999, the
consolidated statement of operations includes net income of $3,056 and
$2,922, respectively, from communities held for sale at September 30,
2000. Through September 30, 2000, depreciation expense totaling $1,035
was recognized on these assets prior to the assets being classified as
held for sale. Depreciation expense has not been recognized subsequent
to the date of held for sale classification.
4. EARNINGS PER SHARE
For the three and nine months ended September 30, 2000 and 1999, a
reconciliation of the numerator and denominator used in the computation
of basic and diluted earnings per share is as follows:
<TABLE>
<CAPTION>
THREE MONTHS ENDED NINE MONTHS ENDED
SEPTEMBER 30, SEPTEMBER 30,
------------------------------- -------------------------------
2000 1999 2000 1999
------------ ------------ ------------ ------------
<S> <C> <C> <C> <C>
Basic and diluted income available to common
shareholders (numerator):
Income before extraordinary item .................... $ 27,079 $ 26,739 $ 83,904 $ 78,448
Less: Preferred stock dividends ................... (2,969) (2,969) (8,907) (8,907)
------------ ------------ ------------ ------------
Income available to common shareholders
before extraordinary item ......................... $ 24,110 23,770 $ 74,997 $ 69,541
============ ============ ============ ============
Common shares (denominator):
Weighted average shares outstanding-basic ........... 39,556,981 38,574,434 39,293,302 38,361,877
Incremental shares from assumed conversion
of options ........................................ 865,775 547,987 687,037 465,504
------------ ------------ ------------ ------------
Weighted average shares outstanding - diluted ....... 40,422,756 39,122,421 39,980,339 38,827,381
============ ============ ============ ============
</TABLE>
5. SUPPLEMENTAL CASH FLOW INFORMATION
Non-cash investing and financing activities for the nine months ended
September 30, 2000 and 1999 were as follows:
During the nine months ended September 30, 2000 and 1999, holders of
12,014 and 17,299 units, respectively, in the Operating Partnership
exercised their option to convert their units to shares of Common Stock
of the Company on a one-for-one basis. These conversions and
adjustments for the dilutive impact of the Dividend Reinvestment and
Employee Stock Purchase and Option Plans and capital transactions
result in adjustments to minority interest. The net effect of the
conversions and adjustments was a reclassification increasing minority
interest and decreasing shareholder's equity in the amount of $683 for
the nine months ended September 30, 2000 and decreasing minority
interest and increasing shareholder's equity in the amount of $1,023
for the nine months ended September 30, 1999.
6. NEW ACCOUNTING PRONOUNCEMENTS
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<PAGE> 9
POST PROPERTIES, INC.
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
(DOLLARS IN THOUSANDS, EXCEPT PER UNIT DATA)
--------------------------------------------------------------------------------
On June 15, 1998, the Financial Accounting Standards Board (FASB)
issued Statement of Financial Accounting Standards No. 133, "Accounting
for Derivative Instruments and Hedging Activities" (FAS 133). FAS 133,
as amended by FAS 137, "Deferral of the Effective Date of FAS 133," is
effective for all fiscal quarters of all fiscal years beginning after
June 15, 2000 (January 1, 2001 for the Company). FAS 133 requires that
all derivative instruments be recorded on the balance sheet at their
fair value. Changes in the fair value of derivatives are recorded each
period in current earnings or other comprehensive income, depending on
whether a derivative is designated as part of a hedge transaction and,
if it is, the type of hedge transaction. Management of the Company
anticipates that, due to its limited use of derivative instruments, the
adoption of FAS 133 will not have a significant effect on the Company's
results of operations or its financial position.
The Securities and Exchange Commission (SEC) issued Staff Accounting
Bulletin No. 101 (SAB 101), Revenue Recognition, which provides
guidance on the recognition, presentation, and disclosure of revenue in
financial statements. SAB 101 is required to be implemented in the
fourth fiscal quarter of 2000. Management of the Company anticipates
that the adoption of SAB 101 will not have a significant effect on the
Company's results of operations or its financial position.
7. SEGMENT INFORMATION
SEGMENT DESCRIPTION
SFAS No. 131, "Disclosure About the Segments of an Enterprise and
Related Information" requires companies to present segment information
based on the way that management organizes the segments within the
enterprise for making operating decisions and assessing performance.
The segment information is prepared on substantially the same basis as
the internally reported information used by the Company's chief
operating decision makers to manage the business.
The Company's chief operating decision makers focus on the Company's
primary sources of income, which are property rental operations and
third party services. Property rental operations are broken down into
five segments based on the various stages in the property ownership
lifecycle. Third party services are designated as one segment. The
Company's five segments are further described as follows:
Property Rental Operations
- Fully stabilized communities - those communities which have
been stabilized (the point at which a property reaches 95%
occupancy or one year after completion of construction) for
both the current and prior year.
- Communities stabilized during 1999 - communities which reached
stabilized occupancy in the prior year.
- Development and lease up communities - those communities which
are in lease-up but were not stabilized by the beginning of
the current year, including communities which stabilized
during the current year.
- Communities held for sale - those communities that are
currently being actively marketed for sale.
- Sold communities - communities which were sold in the current
or prior year.
Third Party Services - fee income and related expenses from the
Company's apartment community management, landscaping and corporate
apartment rental services.
SEGMENT PERFORMANCE MEASURE
Management uses contribution to funds from operations ("FFO") as the
performance measure for its segments. Effective January 1, 2000, FFO is
defined by the National Association of Real Estate Investment Trusts as
net
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<PAGE> 10
POST PROPERTIES, INC.
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
(DOLLARS IN THOUSANDS, EXCEPT PER UNIT DATA)
--------------------------------------------------------------------------------
income available to common shareholders determined in accordance with
generally accepted accounting principles ("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.
SEGMENT INFORMATION
The following table reflects each segment's contribution to FFO
together with a reconciliation of segment contribution to FFO, total
FFO and income before extraordinary item and preferred dividends.
Additionally, substantially all of the Company's assets relate to the
Company's property rental operations. Asset cost, depreciation and
amortization by segment are not presented because such information is
not reported internally at the segment level.
-8-
<PAGE> 11
POST PROPERTIES, INC.
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
(DOLLARS IN THOUSANDS, EXCEPT PER UNIT DATA)
--------------------------------------------------------------------------------
Summarized financial information concerning the Company's reportable segments is
shown in the following tables:
<TABLE>
<CAPTION>
THREE MONTHS ENDED NINE MONTHS ENDED
SEPTEMBER 30, SEPTEMBER 30,
--------------------------- ---------------------------
2000 1999 2000 1999
---------- ---------- ---------- ----------
<S> <C> <C> <C> <C>
REVENUES
Fully stabilized communities .......................... $ 64,562 $ 61,784 $ 190,720 $ 182,622
Communities stabilized during 1999 .................... 10,745 10,012 31,839 27,766
Development and lease-up communities .................. 15,019 5,015 36,482 10,419
Communities held for sale ............................. 1,548 1,467 4,537 4,375
Sold communities ...................................... 1,326 3,475 6,316 10,622
Third party services .................................. 3,730 3,039 10,671 8,916
Other ................................................. 4,412 3,366 15,702 9,833
---------- ---------- ---------- ----------
Consolidated revenues ................................. $ 101,342 $ 88,158 $ 296,267 $ 254,553
========== ========== ========== ==========
CONTRIBUTION TO FUNDS FROM OPERATIONS
Fully stabilized communities .......................... $ 44,632 $ 42,483 $ 132,760 $ 126,120
Communities stabilized during 1999 .................... 7,438 7,006 21,849 18,750
Development and lease-up communities .................. 9,219 2,908 21,500 5,726
Communities held for sale ............................. 1,044 938 3,056 2,922
Sold communities ...................................... 846 2,739 4,821 8,069
Third party services .................................. 623 425 1,562 1,103
---------- ---------- ---------- ----------
Contribution to FFO ................................... 63,802 56,499 185,548 162,690
---------- ---------- ---------- ----------
Other operating income, net of expense ................ (1,682) (913) (1,246) (579)
Depreciation on non-real estate assets ................ (582) (511) (1,792) (1,409)
Minority interest in consolidated property
partnerships ....................................... 381 (209) 1,195 (485)
Interest expense ...................................... (12,789) (8,707) (35,551) (24,075)
Amortization of deferred loan costs ................... (414) (407) (1,199) (1,113)
General and administrative ............................ (2,788) (1,343) (6,954) (5,494)
Dividends to preferred shareholders ................... (2,969) (2,969) (8,907) (8,907)
---------- ---------- ---------- ----------
Total FFO ............................................. 42,959 41,440 131,094 120,628
---------- ---------- ---------- ----------
Depreciation on real estate assets .................... (16,651) (14,218) (47,825) (40,315)
Net gain (loss) on sale of assets ..................... 958 (246) 1,627 (1,337)
Minority interest of common unitholders in
Operating Partnership .............................. (3,156) (3,206) (9,899) (9,435)
Dividends to preferred shareholders ................... 2,969 2,969 8,907 8,907
---------- ---------- ---------- ----------
Income before extraordinary item
and preferred dividends ............................ $ 27,079 $ 26,739 $ 83,904 $ 78,448
========== ========== ========== ==========
</TABLE>
-9-
<PAGE> 12
POST APARTMENT HOMES, L.P.
CONSOLIDATED BALANCE SHEETS
(DOLLARS IN THOUSANDS)
<TABLE>
<CAPTION>
SEPTEMBER 30, DECEMBER 31,
2000 1999
------------- ------------
(UNAUDITED)
<S> <C> <C>
ASSETS
Real estate:
Land ............................................. $ 301,217 $ 277,784
Building and improvements ........................ 1,768,041 1,574,158
Furniture, fixtures and equipment ................ 185,758 137,602
Construction in progress ......................... 479,245 576,361
Land held for future development ................. 40,176 16,880
------------ ------------
2,774,437 2,582,785
Less: accumulated depreciation ................... (341,589) (303,016)
Assets held for sale ............................. 43,181 --
------------ ------------
Real estate assets ................................. 2,476,029 2,279,769
Cash and cash equivalents .......................... 17,939 5,870
Restricted cash .................................... 1,335 1,380
Deferred charges, net .............................. 20,551 20,820
Other assets ....................................... 55,053 42,334
------------ ------------
Total assets ..................................... $ 2,570,907 $ 2,350,173
============ ============
LIABILITIES AND PARTNERS' EQUITY
Notes payable ...................................... $ 1,174,339 $ 989,583
Accrued interest payable ........................... 15,409 9,160
Distributions payable .............................. 34,506 31,285
Accounts payable and accrued expenses .............. 75,492 59,780
Security deposits and prepaid rents ................ 9,910 9,023
------------ ------------
Total liabilities ................................ 1,309,656 1,098,831
------------ ------------
Partners' equity ................................... 1,261,251 1,251,342
------------ ------------
Total liabilities and partners' equity ........... $ 2,570,907 $ 2,350,173
============ ============
</TABLE>
The accompanying notes are an integral part of these consolidated
financial statements.
-10-
<PAGE> 13
POST APARTMENT HOMES, L.P.
CONSOLIDATED STATEMENTS OF OPERATIONS
(DOLLARS IN THOUSANDS, EXCEPT PER UNIT DATA)
(UNAUDITED)
<TABLE>
<CAPTION>
THREE MONTHS ENDED NINE MONTHS ENDED
SEPTEMBER 30, SEPTEMBER 30,
----------------------------- -----------------------------
2000 1999 2000 1999
------------ ------------ ------------ ------------
<S> <C> <C> <C> <C>
REVENUES
Rental ................................................... $ 93,152 $ 81,162 $ 271,220 $ 234,845
Property management - third party ........................ 987 795 2,828 2,434
Landscape services - third party ......................... 2,743 2,244 7,843 6,482
Interest ................................................. 476 194 1,463 564
Other .................................................... 3,984 3,763 12,913 10,228
------------ ------------ ------------ ------------
Total revenue ..................................... 101,342 88,158 296,267 254,553
------------ ------------ ------------ ------------
EXPENSES
Property operating and maintenance (exclusive of items
shown separately below) ................................. 34,019 29,126 96,909 83,797
Depreciation expense ..................................... 17,929 15,126 51,364 42,121
Property management - third party ........................ 731 755 2,249 2,179
Landscape services - third party ......................... 2,376 1,859 6,860 5,634
Interest ................................................. 12,789 8,707 35,551 24,075
Amortization of deferred loan costs ...................... 414 407 1,199 1,113
General and administrative ............................... 2,788 1,343 6,954 5,494
Minority interest in consolidated property partnerships .. (381) 209 (1,195) 485
------------ ------------ ------------ ------------
Total expenses .......................................... 70,665 57,532 199,891 164,898
------------ ------------ ------------ ------------
Income before net gain (loss) on sale of assets
and extraordinary item .................................. 30,677 30,626 96,376 89,655
Net gain (loss) on sale of assets ........................ 958 (246) 1,627 (1,337)
------------ ------------ ------------ ------------
Income before extraordinary item ......................... 31,635 30,380 98,003 88,318
Extraordinary item ....................................... -- -- -- (521)
------------ ------------ ------------ ------------
Net income ............................................... 31,635 30,380 98,003 87,797
Distributions to preferred unitholders ................... (4,369) (3,404) (13,107) (9,342)
------------ ------------ ------------ ------------
Net income available to common unitholders ............... $ 27,266 $ 26,976 $ 84,896 $ 78,455
============ ============ ============ ============
EARNINGS PER COMMON UNIT - BASIC
Income before extraordinary item (net of preferred
distributions) .......................................... $ 0.61 $ 0.62 $ 1.91 $ 1.81
Extraordinary item ....................................... -- -- -- (0.01)
------------ ------------ ------------ ------------
Net income available to common unitholders ............... $ 0.61 $ 0.62 $ 1.91 $ 1.80
============ ============ ------------ ------------
Weighted average common units outstanding ................ 44,738,392 43,772,859 44,480,261 43,567,297
============ ============ ============ ============
EARNINGS PER COMMON UNIT- DILUTED
Income before extraordinary item (net of preferred
distributions) .......................................... $ 0.60 $ 0.61 $ 1.88 $ 1.79
Extraordinary item ....................................... -- -- -- (0.01)
------------ ------------ ------------ ------------
Net income available to common unitholders ............... $ 0.60 $ 0.61 $ 1.88 $ 1.78
============ ============ ------------ ============
Weighted average common units outstanding ................ 45,604,167 44,320,846 45,167,298 44,032,801
============ ============ ============ ============
Distributions declared .................................. $ 0.76 $ 0.70 $ 2.28 $ 2.10
============ ============ ============ ============
</TABLE>
The accompanying notes are an integral part of these consolidated
financial statements.
-11-
<PAGE> 14
POST APARTMENT HOMES, L.P.
CONSOLIDATED STATEMENT OF PARTNERS' EQUITY
(DOLLARS IN THOUSANDS)
(UNAUDITED)
<TABLE>
<CAPTION>
GENERAL LIMITED
PARTNER PARTNERS TOTAL
-------- ----------- -----------
<S> <C> <C> <C>
PARTNERS' EQUITY, DECEMBER 31, 1999 ................... $ 11,993 $ 1,239,349 $ 1,251,342
Contributions from the Company related to Dividend
Reinvestment and Employee Stock Purchase Plans ..... 267 26,391 26,658
Distributions to preferred unitholders ................ -- (13,107) (13,107)
Distributions to common unitholders ................... (1,016) (100,629) (101,645)
Net income ............................................ 980 97,023 98,003
-------- ----------- -----------
PARTNERS' EQUITY, SEPTEMBER 30, 2000 .................. $ 12,224 $ 1,249,027 $ 1,261,251
======== =========== ===========
</TABLE>
The accompanying notes are an integral part of these consolidated
financial statements.
-12-
<PAGE> 15
POST APARTMENT HOMES, L.P.
CONSOLIDATED STATEMENTS OF CASH FLOWS
(DOLLARS IN THOUSANDS)
(UNAUDITED)
<TABLE>
<CAPTION>
NINE MONTHS ENDED
SEPTEMBER 30,
-----------------------------
2000 1999
---------- ----------
<S> <C> <C>
CASH FLOWS FROM OPERATING ACTIVITIES
Net income ................................................. $ 98,003 $ 87,797
Adjustments to reconcile net income to net cash provided
by operating activities:
Net (gain) loss on sale of assets ....................... (1,627) 1,337
Extraordinary item ...................................... -- 521
Depreciation ............................................ 51,364 42,121
Amortization of deferred loan costs ..................... 1,199 1,113
Changes in assets, (increase) decrease in:
Restricted cash ......................................... 45 (427)
Other assets ............................................ (12,719) (15,909)
Deferred charges ........................................ (1,263) (3,657)
Changes in liabilities, increase (decrease) in:
Accrued interest payable ................................ 6,249 3,362
Accounts payable and accrued expenses ................... 10,827 5,583
Security deposits and prepaid rents ..................... 887 172
---------- ----------
Net cash provided by operating activities ............... 152,965 122,013
---------- ----------
CASH FLOWS FROM INVESTING ACTIVITIES
Construction and acquisition of real estate assets,
net of payables ......................................... (279,371) (194,459)
Proceeds from sale of assets .............................. 75,231 10,731
Capitalized interest ...................................... (18,992) (14,710)
Recurring capital expenditures ............................ (7,802) (7,283)
Corporate additions and improvements ...................... (1,991) (6,240)
Non-recurring capital expenditures ........................ (2,336) (1,553)
Revenue generating capital expenditures ................... (4,257) (4,178)
---------- ----------
Net cash (used in) investing activities ................... (239,518) (217,692)
---------- ----------
CASH FLOWS FROM FINANCING ACTIVITIES
Payment of financing costs ................................. (1,260) (1,495)
Debt proceeds .............................................. 241,000 169,000
Proceeds from issuance of preferred units .................. -- 68,250
Debt payments .............................................. (56,244) (75,608)
Proceeds from contributions from PPI related to Dividend
Reinvestment and Employee Stock Purchase Plans .......... 26,658 15,673
Distributions paid to preferred unitholders ................ (13,107) (8,907)
Distributions paid to common unitholders ................... (98,425) (86,023)
---------- ----------
Net cash provided by financing activities .................. 98,622 80,890
---------- ----------
Net increase (decrease) in cash and cash equivalents ....... 12,069 (14,789)
Cash and cash equivalents, beginning of period ............. 5,870 21,154
---------- ----------
Cash and cash equivalents, end of period ................... $ 17,939 $ 6,365
========== ==========
</TABLE>
The accompanying notes are an integral part of these consolidated
financial statements.
-13-
<PAGE> 16
POST APARTMENT HOMES, L.P.
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
(DOLLARS IN THOUSANDS, EXCEPT APARTMENT UNIT DATA)
--------------------------------------------------------------------------------
1. ORGANIZATION AND FORMATION OF THE COMPANY
ORGANIZATION AND FORMATION OF THE COMPANY
Post Apartment Homes, L.P. (the "Operating Partnership"), a Georgia limited
partnership, was formed on January 22, 1993, to conduct the business of
developing, leasing and managing upscale multi-family apartment communities
for Post Properties, Inc. (the "Company").
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
Operating Partnership'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, 2000 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 Operating Partnership's audited
financial statements and notes thereto included in the Post Apartment
Homes, L.P. Annual Report on Form 10-K for the year ended December 31,
1999. Certain 1999 amounts have been reclassified to conform to the current
year's financial statement presentation.
2. NOTES PAYABLE
Post Apartment Homes, L.P. (the "Operating Partnership") has established a
program for the sale of Medium-Term Notes due three months or more from
date of issue (the "MTN Program"). A $30,000 Medium Term Note was repaid on
March 3, 2000.
On May 9, 2000, the Operating Partnership sold $25,000 aggregate principal
amount of notes under the MTN Program. These notes bear interest at the
London Interbank Offer Rate ("LIBOR") plus .75% and mature on February 1,
2005. Net proceeds of $24,875 were used to repay outstanding indebtedness.
In October 2000, the Operating Partnership entered into a swap transaction
that fixed the rate on this note at 7.28% through maturity.
On June 16, 2000, the Operating Partnership sold $150,000 aggregate
principal amount of notes under the MTN Program. These notes bear interest
at 8.12% and mature on June 15, 2005. Net proceeds of $148,865 were used to
repay outstanding indebtedness.
As of September 30, 2000, the Operating Partnership had $360,000 aggregate
principal amount of notes outstanding under the MTN Program.
On October 3, 2000, the Operating Partnership issued $80,000 of debt
secured by two communities. This debt bears interest at 7.69% and matures
on October 1, 2007.
3. SALE OF ASSETS AND ASSETS HELD FOR SALE
During the first quarter of 2000, the Operating Partnership authorized the
sale of five communities, one community in Atlanta, Georgia, three
communities in Jackson, Mississippi and one commercial property in Dallas,
Texas.
-14-
<PAGE> 17
POST APARTMENT HOMES, L.P.
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
(DOLLARS IN THOUSANDS, EXCEPT APARTMENT UNIT DATA)
--------------------------------------------------------------------------------
During the third quarter of 2000, the Operating Partnership authorized the
sale of two communities in Nashville, Tennessee. In February 2000, the
Operating Partnership sold the 213 unit community in Atlanta, Georgia for
$32,350. Net proceeds of approximately $31,400 were used to pay down
outstanding indebtedness. In September 2000, the Operating Partnership sold
the three communities in Jackson, Mississippi, containing a total of 983
units, for $44,600. Net proceeds of approximately $43,218 were used to
repay outstanding indebtedness. At September 30, 2000, the remaining two
communities and one commercial property consisting of land, building and
improvements and furniture, fixtures and equipment were recorded at
$43,181, which represented the lower of cost or fair value less costs to
sell. The Operating Partnership has recorded a net gain on the sale of the
Atlanta and Jackson communities, reduced by its best estimate of the effect
of anticipated sale of the commercial property in the statement of
operations as net gain on the sale of assets of $1,627. The Operating
Partnership expects the sale of the remaining three properties to occur
during the current fiscal year.
For the three months ended September 30, 2000 and 1999, the consolidated
statement of operations includes net income of $1,044 and $938,
respectively, from communities held for sale at September 30, 2000. For the
nine months ended September 30, 2000 and 1999, the consolidated statement
of operations includes net income of $3,056 and $2,922, respectively, from
communities held for sale at September 30, 2000. Through September 30,
2000, depreciation expense totaling $1,035 was recognized on these assets
prior to the assets being classified as held for sale. Depreciation expense
has not been recognized subsequent to the date of held for sale
classification.
4. EARNINGS PER UNIT
For the three and nine months ended September 30, 2000 and 1999, a
reconciliation of the numerator and denominator used in the computation of
basic and diluted earnings per unit is as follows:
<TABLE>
<CAPTION>
THREE MONTHS ENDED SIX MONTHS ENDED
SEPTEMBER 30, SEPTEMBER 30,
------------------------------ ------------------------------
2000 1999 2000 1999
----------- ----------- ----------- -----------
<S> <C> <C> <C> <C>
Basic and diluted income available to common
unitholders (numerator):
Income before extraordinary item $ 31,635 $ 30,380 $ 98,003 $ 88,318
Less: Preferred unit distributions (4,369) (3,404) (13,107) (9,342)
----------- ----------- ----------- -----------
Income available to common unitholders
before extraordinary item $ 27,266 $ 26,976 $ 84,896 $ 78,976
=========== =========== =========== ===========
Common units (denominator):
Weighted average units outstanding - basic 44,738,392 43,772,859 44,480,261 43,567,297
Incremental units from assumed conversion
of options 865,775 547,987 687,037 465,504
----------- ----------- ----------- -----------
Weighted average units outstanding - diluted 45,604,167 44,320,846 45,167,298 44,032,801
=========== =========== =========== ===========
</TABLE>
5. NEW ACCOUNTING PRONOUNCEMENTS
On June 15, 1998, the Financial Accounting Standards Board (FASB) issued
Statement of Financial Accounting Standards No. 133, "Accounting for
Derivative Instruments and Hedging Activities" (FAS 133). FAS 133, as
amended by FAS 137, "Deferral of the Effective Date of FAS 133," is
effective for all fiscal quarters of all fiscal years beginning after June
15, 2000 (January 1, 2001 for the Operating Partnership). FAS 133 requires
that all derivative instruments be recorded on the balance sheet at their
fair value. Changes in the fair value of derivatives are recorded each
period in current earnings or other comprehensive income, depending on
whether a derivative is designated as part of a hedge transaction and, if
it is, the type of hedge transaction. Management of the Operating
Partnership anticipates that, due to its limited use of derivative
instruments, the adoption of FAS 133 will not have a significant effect on
the Operating Partnership's results of operations or its financial
position.
-15-
<PAGE> 18
POST APARTMENT HOMES, L.P.
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
(DOLLARS IN THOUSANDS, EXCEPT APARTMENT UNIT DATA)
--------------------------------------------------------------------------------
The Securities and Exchange Commission (SEC) issued Staff Accounting
Bulletin No. 101 (SAB 101), Revenue Recognition, which provides guidance on
the recognition, presentation, and disclosure of revenue in financial
statements. SAB 101 is required to be implemented in the fourth fiscal
quarter of 2000. Management of the Operating Partnership anticipates that
the adoption of SAB 101 will not have a significant effect on the Operating
Partnership's results of operations or its financial position.
6. SEGMENT INFORMATION
SEGMENT DESCRIPTION
SFAS No. 131, "Disclosure About the Segments of an Enterprise and Related
Information" requires companies to present segment information based on the
way that management organizes the segments within the enterprise for making
operating decisions and assessing performance. The segment information is
prepared on substantially the same basis as the internally reported
information used by the Operating Partnership's chief operating decision
makers to manage the business.
The Operating Partnership's chief operating decision makers focus on the
Operating Partnership's primary sources of income, which are property
rental operations and third party services. Property rental operations are
broken down into five segments based on the various stages in the property
ownership lifecycle. Third party services are designated as one segment.
The Operating Partnership's five segments are further described as follows:
Property Rental Operations
- Fully stabilized communities - those communities which have been
stabilized (the point in time which a property reached 95% occupancy
or one year after completion of construction) for both the current and
prior year.
- Communities stabilized during 1999 - communities which reached
stabilized occupancy in the prior year.
- Development and Lease up Communities - those communities which are in
lease-up but were not stabilized by the beginning of the current year
including communities which stabilized during the current year.
- Communities held for sale - those communities that are currently being
actively marketed for sale.
- Sold communities - communities which were sold in the current or prior
year.
Third Party Services - fee income and related expenses from the Operating
Partnership's apartment community management, landscaping and corporate
apartment rental services.
SEGMENT PERFORMANCE MEASURE
Management uses contribution to funds from operations ("FFO") as the
performance measure for its segments. Effective January 1, 2000, FFO is
defined by the National Association of Real Estate Investment Trusts as net
income available to common shareholders determined in accordance with
generally accepted accounting principles ("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
Operating Partnership's financial performance or to cash flow from
operating activities (determined in accordance with GAAP) as a measure of
the Operating Partnership's liquidity, nor is it necessarily indicative of
sufficient cash flow to fund all of the Operating Partnership's needs.
-16-
<PAGE> 19
POST APARTMENT HOMES, L.P.
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
(DOLLARS IN THOUSANDS, EXCEPT APARTMENT UNIT DATA)
--------------------------------------------------------------------------------
SEGMENT INFORMATION
The following table reflects each segment's contribution to FFO together
with a reconciliation of segment contribution to FFO, total FFO and income
before extraordinary item. Additionally, substantially all of the Operating
Partnership's assets relate to the Operating Partnership's property rental
operations. Asset cost, depreciation and amortization by segment are not
presented because such information is not reported internally at the
segment level.
-17-
<PAGE> 20
POST APARTMENT HOMES, L.P.
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
(DOLLARS IN THOUSANDS, EXCEPT APARTMENT UNIT DATA)
--------------------------------------------------------------------------------
Summarized financial information concerning the Operating Partnership's
reportable segments is shown in the following tables.
<TABLE>
<CAPTION>
THREE MONTHS ENDED NINE MONTHS ENDED
SEPTEMBER 30, SEPTEMBER 30,
------------------------ -------------------------
2000 1999 2000 1999
--------- -------- --------- ---------
<S> <C> <C> <C> <C>
REVENUES
Fully stabilized communities ................ $ 64,562 $ 61,784 $ 190,720 $ 182,622
Communities stabilized during 1999 .......... 10,745 10,012 31,839 27,766
Development and lease-up communities ........ 15,019 5,015 36,482 10,419
Communities held for sale ................... 1,548 1,467 4,537 4,375
Sold communities ............................ 1,326 3,475 6,316 10,622
Third party services ........................ 3,730 3,039 10,671 8,916
Other ....................................... 4,412 3,366 15,702 9,833
--------- -------- --------- ---------
Consolidated revenues ....................... $ 101,342 $ 88,158 $ 296,267 $ 254,553
========= ======== ========= =========
CONTRIBUTION TO FUNDS FROM OPERATIONS
Fully stabilized communities ................ $ 44,632 $ 42,483 $ 132,760 $ 126,120
Communities stabilized during 1999 .......... 7,438 7,006 21,849 18,750
Development and lease-up communities ........ 9,219 2,908 21,500 5,726
Communities held for sale ................... 1,044 938 3,056 2,922
Sold communities ............................ 846 2,739 4,821 8,069
Third party services ........................ 623 425 1,562 1,103
--------- -------- --------- ---------
Contribution to FFO ......................... 63,802 56,499 185,548 162,690
--------- -------- --------- ---------
Other operating income, net of expense ...... (282) (478) 2,954 (144)
Depreciation on non-real estate assets ...... (582) (511) (1,792) (1,409)
Minority interest in consolidated property
partnership ................................. 381 (209) 1,195 (485)
Interest expense ............................ (12,789) (8,707) (35,551) (24,075)
Amortization of deferred loan costs ......... (414) (407) (1,199) (1,113)
General and administrative .................. (2,788) (1,343) (6,954) (5,494)
Distributions to preferred unitholders ...... (4,369) (3,404) (13,107) (9,342)
--------- -------- --------- ---------
Total FFO ................................... 42,959 41,440 131,094 120,628
--------- -------- --------- ---------
Depreciation on real estate assets .......... (16,651) (14,218) (47,825) (40,315)
Net gain (loss) on sale of assets ........... 958 (246) 1,627 (1,337)
Distributions to preferred unitholders ...... 4,369 3,404 13,107 9,342
--------- -------- --------- ---------
Income before extraordinary item and
preferred distributions ..................... $ 31,635 $ 30,380 $ 98,003 $ 88,318
========= ======== ========= =========
</TABLE>
-18-
<PAGE> 21
MANAGEMENT'S DISCUSSION AND ANALYSIS
FINANCIAL CONDITION AND RESULTS OF OPERATIONS
(DOLLARS IN THOUSANDS, EXCEPT 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. (the
"Company") and Post Apartment Homes, L.P. (the "Operating Partnership"). Except
for the effect of minority interest in the Operating Partnership, the following
discussion with respect to the Company is the same for the Operating
Partnership.
As of September 30, 2000, there were 44,788,578 units in the Operating
Partnership outstanding, of which 39,607,167 or 88.4%, were owned by the Company
and 5,181,411, or 11.6%, were owned by other limited partners (including certain
officers and directors of the Company). As of September 30, 2000, there were
7,800,000 preferred units outstanding, of which 5,000,000 were owned by the
Company.
RESULTS OF OPERATIONS FOR THE THREE AND NINE MONTHS ENDED SEPTEMBER 30, 2000 AND
1999
The Company recorded net income available to common shareholders of $24,110 and
$74,997 for the three and nine months ended September 30, 2000, respectively,
which represent increases of 1.4% and 8.6%, respectively, over the corresponding
periods in 1999 primarily as a result of additional units placed in service
through the development of new communities and increases in rental rates on
existing units.
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, 2000, the Company's portfolio of apartment communities
consisted of the following: (i) 69 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) 25 communities either
stabilized in the current year or presently in the development or lease-up
stages and (iv) two communities that are currently under contract for sale.
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").
Since its inception, the Company has applied 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)
-19-
<PAGE> 22
MANAGEMENT'S DISCUSSION AND ANALYSIS
FINANCIAL CONDITION AND RESULTS OF OPERATIONS
(DOLLARS IN THOUSANDS, EXCEPT APARTMENT UNIT DATA)
--------------------------------------------------------------------------------
will typically exceed rental revenues, resulting in a "lease-up deficit," which
continues until such time as rental revenues exceed such expenses. Lease up
deficits for the three and nine months ended September 30, 2000 were $521 and
$2,138, respectively. Lease up deficits for the three and nine months ended
September 30, 1999 were $805 and $1,901, respectively.
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, 1999.
ALL OPERATING COMMUNITIES
The operating performance for all of the Company's apartment communities
combined for the three and nine months ended September 30, 2000 and 1999 is
summarized as follows:
<TABLE>
<CAPTION>
THREE MONTHS ENDED NINE MONTHS ENDED
SEPTEMBER 30, SEPTEMBER 30,
---------------------------------- -----------------------------------
2000 1999 %CHANGE 2000 1999 %CHANGE
------- ------- ------- -------- -------- -------
<S> <C> <C> <C> <C> <C> <C>
Rental and other revenue:
Mature communities(1) .......................... $64,562 $61,784 4.5% $190,720 $182,622 4.4%
Communities stabilized during 1999 ............. 10,745 10,012 7.3% 31,839 27,766 14.7%
Development and lease-up communities(2) ........ 15,019 5,015 199.5% 36,482 10,419 250.1%
Communities held for sale(3) ................... 1,548 1,467 5.5% 4,537 4,375 3.7%
Sold communities(4) ............................ 1,326 3,475 (61.8)% 6,316 10,622 (40.5)%
Other revenue(5) ............................... 3,936 3,172 24.1% 14,239 9,269 53.6%
------- ------- -------- --------
97,136 84,925 14.4% 284,133 245,073 15.9%
------- ------- -------- --------
Property operating and maintenance expense
(exclusive of depreciation and amortization):
Mature communities(1) .......................... 19,930 19,301 3.3% 57,960 56,502 2.6%
Communities stabilized during 1999 ............. 3,307 3,006 10.0% 9,990 9,016 10.8%
Development and lease-up communities(2) ........ 5,800 2,107 175.3% 14,982 4,693 219.2%
Communities held for sale(3) ................... 504 529 (4.7)% 1,481 1,453 1.9%
Sold communities(4) ............................ 480 736 (34.8)% 1,495 2,553 (41.4)%
Other expenses(6) .............................. 3,998 3,447 16.0% 11,001 9,580 14.8%
------- ------- -------- --------
34,019 29,126 16.8% 96,909 83,797 15.6%
------- ------- -------- --------
Revenue in excess of specified expense ......... $63,117 $55,799 13.1% $187,224 $161,276 16.1%
======= ======= ======== ========
Recurring capital expenditures:(7)
Carpet ....................................... $ 777 $ 763 1.8% $ 2,187 $ 2,170 0.8%
Other ........................................ 2,563 1,841 39.2% 5,615 5,113 9.8%
------- ------- -------- --------
Total ........................................ $ 3,340 $ 2,604 28.3% $ 7,802 $ 7,283 7.1%
======= ======= ======== ========
Average apartment units in service ............. 31,763 29,763 6.7% 31,254 29,291 6.7%
======= ======= ======== ========
Recurring capital expenditures per
apartment unit ............................... $ 105 $ 87 20.7% $ 250 $ 249 0.4%
======= ======= ======== ========
</TABLE>
(1) Communities which reached stabilization prior to January 1, 1999.
(2) Communities in the "construction", "development" or "lease-up" stage during
1999 and, therefore, not considered fully stabilized for all of the periods
presented.
(3) Includes two communities in Tennessee and one commercial property in Texas.
(4) Includes one community, containing 213 units, which was sold on February 4,
2000, and three communities containing 983 units which were sold on
September 6, 2000.
(5) Includes revenue from furnished apartment rentals above the unfurnished
rental rates, revenue from commercial properties and other revenue not
directly related to property operations.
(6) Includes certain indirect central office operating expenses related to
management, grounds maintenance, costs associated with furnished apartment
rentals and operating expenses from commercial properties.
-20-
<PAGE> 23
MANAGEMENT'S DISCUSSION AND ANALYSIS
FINANCIAL CONDITION AND RESULTS OF OPERATIONS
(DOLLARS IN THOUSANDS, EXCEPT APARTMENT UNIT DATA)
--------------------------------------------------------------------------------
(7) In addition to these 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, 2000, rental and other revenue
increased $12,211, or 14.4%, and $39,060, or 15.9%, respectively, compared to
the same periods in the prior year primarily as a result of the completion of
new communities, increased rental rates for existing communities, increased
revenue from commercial properties and other ancillary income. For the three and
nine months ended September 30, 2000, property operating and maintenance
expenses increased $4,893, or 16.8%, and $13,112, or 15.6%, respectively,
compared to the same periods in the prior year, primarily as a result of the
completion of new communities.
For the three and nine months ended September 30, 2000, recurring capital
expenditures increased $736, or 28.3% ($18, or 20.7% on a per unit apartment
basis), and $519, or 7.1% ($1, or .4% on a per unit apartment basis),
respectively, compared to the same periods in the prior year, primarily due to
the timing of capital expenditures.
-21-
<PAGE> 24
MANAGEMENT'S DISCUSSION AND ANALYSIS
FINANCIAL CONDITION AND RESULTS OF OPERATIONS
(DOLLARS IN THOUSANDS, EXCEPT APARTMENT UNIT DATA)
--------------------------------------------------------------------------------
MATURE COMMUNITIES
The Company defines mature communities as those which have reached stabilization
prior to the beginning of the previous calendar year.
The operating performance of the 69 communities containing an aggregate of
23,641 units which were fully stabilized as of January 1, 1999, is summarized as
follows:
<TABLE>
<CAPTION>
THREE MONTHS ENDED NINE MONTHS ENDED
SEPTEMBER 30, SEPTEMBER 30,
---------------------------------- ------------------------------------
% %
2000 1999 Change 2000 1999 Change
-------- -------- ------ -------- -------- ------
<S> <C> <C> <C> <C> <C> <C>
Rental and other revenue(1) ............... $ 64,562 $ 61,784 4.5% $190,720 $182,622 4.4%
Property operating and maintenance
expense (exclusive of depreciation and
amortization)(1) .......................... 19,930 19,301 3.3% 57,960 56,502 2.6%
-------- -------- -------- --------
Revenue in excess of specified expense .... $ 44,632 $ 42,483 5.1% $132,760 $126,120 5.3%
======== ======== ======== ========
Recurring capital expenditures:(2)
Carpet ................................... $ 751 $ 734 2.3% $ 2,107 $ 2,070 1.8%
Other .................................... 2,092 1,667 25.5% 4,920 4,688 4.9%
-------- -------- -------- --------
Total .................................... $ 2,843 $ 2,401 18.4% $ 7,027 $ 6,758 4.0%
======== ======== ======== ========
Recurring capital expenditures per
apartment unit(3) ........................ $ 120 $ 102 17.6% $ 297 $ 286 3.8%
======== ======== ======== ========
Average economic occupancy(4) ............. 97.2% 96.7% 0.5% 96.9% 96.5% 0.4%
======== ======== ======== ========
Average monthly rental rate per
apartment unit(5) ........................ $ 904 $ 870 3.9% $ 895 $ 859 4.2%
======== ======== ======== ========
Apartment units in service ................ 23,641 23,641 23,641 23,641
======== ======== ======== ========
</TABLE>
(1) Communities which reached stabilization prior to January 1, 1999.
(2) 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.
(3) In addition to such capitalized expenditures, the Company expensed $176 and
$170 per unit on building maintenance (inclusive of direct salaries) and
$55 and $48 per unit on landscaping (inclusive of direct salaries) for the
three months ended September 30, 2000 and 1999, respectively.
(4) 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 95.4% and 95.3% for the three months ended September 30, 2000 and
1999, respectively. For the three months ended September 30, 2000 and 1999,
concessions were $931 and $705, respectively, and employee discounts were
$228 and $163, respectively.
(5) Average monthly rental rate is defined as the average of the gross actual
rates for occupied units and the anticipated rental rates for unoccupied
units.
For the three and nine months ended September 30, 2000, rental and other revenue
increased $2,778, or 4.5%, and $8,098, or 4.4%, respectively, compared to the
same periods in the prior year, primarily due to increased rental rates. For the
three and nine months ended September 30, 2000, property operating and
maintenance expenses (exclusive of depreciation and amortization) increased
$629, or 3.3%, and $1,458, or 2.6%, respectively, compared to the same periods
in the prior year, primarily as a result of increased personnel expense, real
estate taxes and insurance, partially offset by a decline in advertising and
promotion expense.
For the three and nine months ended September 30, 2000, recurring capital
expenditures per unit increased $18, or 17.6%, and $11, or 3.8%, respectively,
compared to the same periods in the prior year, as a result of the timing of
expenditures.
-22-
<PAGE> 25
MANAGEMENT'S DISCUSSION AND ANALYSIS
FINANCIAL CONDITION AND RESULTS OF OPERATIONS
(DOLLARS IN THOUSANDS, EXCEPT APARTMENT UNIT DATA)
--------------------------------------------------------------------------------
THIRD PARTY SERVICES
THIRD PARTY MANAGEMENT SERVICES
The Company provides asset management, leasing and other consulting services to
non-related owners of apartment communities through its subsidiary, RAM
Partners, Inc. ("RAM"). The operating performance of RAM for the three and nine
months ended September 30, 2000 and 1999 is summarized as follows:
<TABLE>
<CAPTION>
THREE MONTHS ENDED NINE MONTHS ENDED
SEPTEMBER 30, SEPTEMBER 30,
-------------------------------- ----------------------------------
2000 1999 %CHANGE 2000 1999 %CHANGE
-------- -------- ------- -------- -------- -------
<S> <C> <C> <C> <C> <C> <C>
Property management and other revenue ..... $ 987 $ 795 24.2% $ 2,828 $ 2,434 16.2%
Property management expense ............... 731 755 (3.2)% 2,249 2,179 3.2%
Depreciation expense ...................... 7 7 0.0% 21 20 5.0%
-------- -------- -------- --------
Revenue in excess of specified expense .... $ 249 $ 33 654.5% $ 558 $ 235 137.4%
======== ======== ======== ========
Average apartment units managed ........... 14,613 12,169 20.1% 14,114 12,327 14.5%
======== ======== ======== ========
</TABLE>
The increase in revenue in excess of specified expense for the three and nine
months ended September 30, 2000 compared to the same periods in the prior year
is primarily attributable to an increase in the average number of units managed.
THIRD PARTY LANDSCAPE SERVICES
The Company provides landscape maintenance, design and installation services to
non-related parties through a subsidiary, Post Landscape Group, Inc. ("Post
Landscape Group"), formerly called Post Landscape Services, Inc.
The operating performance of Post Landscape Group for the three and nine months
ended September 30, 2000 and 1999 is summarized as follows:
<TABLE>
<CAPTION>
THREE MONTHS ENDED NINE MONTHS ENDED
SEPTEMBER 30, SEPTEMBER 30,
--------------------------------- -----------------------------------
2000 1999 %CHANGE 2000 1999 %CHANGE
-------- -------- ------- -------- -------- -------
<S> <C> <C> <C> <C> <C> <C>
Landscape services and other revenue ...... $ 2,743 $ 2,244 22.2% $ 7,843 $ 6,482 21.0%
Landscape services expense ................ 2,376 1,859 27.8% 6,860 5,634 21.8%
Depreciation expense ...................... 96 78 23.1% 273 212 28.8%
-------- -------- -------- --------
Revenue in excess of specified expense .... $ 271 $ 307 (11.7)% $ 710 $ 636 11.6%
======== ======== ======== ========
</TABLE>
The increase in landscape services and other revenue, landscape services expense
and general and administrative expense for the three and nine months ended
September 30, 2000 compared to the same periods in 1999 is primarily due to
increases in landscape contracts. The increase in depreciation expense is
primarily due to the additions of vehicles and equipment.
-23-
<PAGE> 26
MANAGEMENT'S DISCUSSION AND ANALYSIS
FINANCIAL CONDITION AND RESULTS OF OPERATIONS
(DOLLARS IN THOUSANDS, EXCEPT APARTMENT UNIT DATA)
--------------------------------------------------------------------------------
OTHER EXPENSES
Depreciation expense increased $2,803, or 18.5%, and $9,243, or 21.9%,
respectively, for the three and nine months ended September 30, 2000 compared to
the same periods in the prior year, primarily as a result of an increase in
units in service, additional leasehold improvements and technology expenditures.
General and administrative expense increased $1,445, or 107.6%, and $1,460, or
26.6%, respectively, for the three and nine months ended September 30, 2000,
compared to the same period in the prior year, primarily as a result of reduced
capitalization of overhead to communities under development, movement of an
executive from property management to corporate operations and increased travel
and vehicle expense.
The extraordinary item of $458 for the nine months ended September 30, 1999, net
of minority interest portion, was due to the write off of loan costs resulting
from the early extinguishment of debt.
LIQUIDITY AND CAPITAL RESOURCES
Liquidity
The Company's net cash provided by operating activities increased from $122,013
for the nine months ended September 30, 1999 to $152,965 for the nine months
ended September 30, 2000, principally due to an increase in net income and
changes in working capital. Net cash used in investing activities increased from
$217,692 in the nine months ended September 30, 1999 to $239,518 in the nine
months ended September 30, 2000 principally due to increased construction
spending partially offset by proceeds from the sale of four communities. The
Company's net cash provided by financing activities increased from $80,890 for
the nine months ended September 30, 1999 to $98,622 for the nine months ended
September 30, 2000, primarily due to proceeds from the sale of notes and reduced
debt payments partially offset by proceeds from the sale of Preferred Units in
the third quarter of 1999.
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.
At September 30, 2000, the Company had total indebtedness of $1,174,339, an
increase of $184,756 from its total indebtedness at December 31, 1999, and cash
and cash equivalents of $17,939. At September 30, 2000, the Company's
indebtedness included approximately $155,708 in conventional mortgages payable
secured by individual communities, tax-exempt bond indebtedness of $235,880,
senior unsecured notes of $535,000, borrowings under the Revolver of $231,000
and other unsecured lines of credit and unsecured debt of $16,751.
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,
joint ventures, 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.
-24-
<PAGE> 27
MANAGEMENT'S DISCUSSION AND ANALYSIS
FINANCIAL CONDITION AND RESULTS OF OPERATIONS
(DOLLARS IN THOUSANDS, EXCEPT APARTMENT UNIT DATA)
--------------------------------------------------------------------------------
Lines Of Credit
During the first quarter, the Operating Partnership extended the maturity date
on its syndicated unsecured lines of credit (the "Revolver") by one year to
April 30, 2003. Borrowing under the Revolver bears interest at LIBOR plus .825%
or prime minus .25%. Also during the first quarter, the Company reached an
agreement with a syndicated group of banks for an incremental $200,000, 364 day
facility at terms equal to the Revolver. At September 30, 2000, there was
$231,000 outstanding under the Revolver and $16,751 outstanding under other
lines of credit.
Medium Term Notes
The Operating Partnership has established a program for the sale of Medium Term
Notes due three months or more from date of issue (the "MTN Program"). A $30,000
Medium Term Note was repaid on March 3, 2000.
On May 9, 2000, the Operating Partnership sold $25,000 aggregate principal
amount of notes under the MTN Program. These notes bear interest at the London
Interbank Offer Rate ("LIBOR") plus .75% and mature on February 1, 2005. Net
proceeds of $24,875 were used to repay outstanding indebtedness. In October
2000, the Operating Partnership entered into a swap transaction that fixed the
rate on the note at 7.28% through maturity.
On June 16, 2000, the Operating Partnership sold $150,000 aggregate principal
amount of notes under the MTN Program. These notes bear interest at 8.12% and
mature on June 15, 2005. Net proceeds of $148,865 were used to repay outstanding
indebtedness.
As of September 30, 2000, the Operating Partnership had $360,000 aggregate
principal amount of notes outstanding under the MTN Program.
Fixed Rate Notes
On October 3, 2000, the Company issued $80,000 of debt secured by the
communities. This debt bears interest at 7.69% and matures October 1, 2007.
In early October, the Company announced that it had conducted a reassessment of
its markets, its development pipeline and capital funding plans and concluded
that it would reduce future development activities and related expenditures. The
reduction in development activities will result in the abandonment of certain
projects in the predevelopment stage (and write-off of associated deferred
predevelopment costs) as well as termination of certain employees involved in
development activities. The Company has not yet finalized its decisions
regarding the specific projects to be abandoned but expects that decisions
regarding such projects will be completed during the fourth quarter of 2000.
Nonetheless, the Company expects that the amount of deferred costs to be
written-off and severance costs to be accrued in the fourth quarter could range
between $6,000 and $7,500. The abandonment will not result in additional cash
outlay by the Company. As of November 9, 2000, management believes the amount of
identified severance costs are immaterial to its cash flows and future operating
costs.
-25-
<PAGE> 28
MANAGEMENT'S DISCUSSION AND ANALYSIS OF
FINANCIAL CONDITION AND RESULTS OF OPERATIONS
(DOLLARS IN THOUSANDS, EXCEPT APARTMENT UNIT DATA)
--------------------------------------------------------------------------------
Schedule of Indebtedness
The following table reflects the Company's indebtedness at September 30, 2000:
<TABLE>
<CAPTION>
MATURITY PRINCIPAL
DESCRIPTION LOCATION INTEREST RATE DATE(1) BALANCE
----------- -------- ------------- -------- ---------
<S> <C> <C> <C> <C>
CONVENTIONAL FIXED RATE (SECURED)
Post Hillsboro Village & The Lee
Apartments .................................... Nashville, TN 9.20% 10/01/01 $ 2,874
Parkwood Townhomes(TM) ........................ Dallas, TX 7.375% 04/01/14 808
Northwestern Mutual Life ...................... Atlanta, GA 6.50% 03/01/09 48,826
----------
52,508
----------
CONVENTIONAL FLOATING RATE (SECURED)
FNMA .......................................... Atlanta, GA LIBOR + .935% 07/23/29 103,200
----------
TAX EXEMPT FLOATING RATE (SECURED)
Post Ashford(R)Series 1995 .................... Atlanta, GA "AAA" NON-AMT + .515% (2)(3) 06/01/25 9,895
Post Valley(R)Series 1995 ..................... Atlanta, GA "AAA" NON-AMT + .515% (2)(3) 06/01/25 18,600
Post Brook(R)Series 1995 ...................... Atlanta, GA "AAA" NON-AMT + .515% (2)(3) 06/01/25 4,300
Post Village(R)(Atlanta) Hills Series 1995 .... Atlanta, GA "AAA" NON-AMT + .515% (2)(3) 06/01/25 7,000
Post Mill(R)Series 1995 ....................... Atlanta, GA "AAA" NON-AMT + .515% (2)(3) 06/01/25 12,880
Post Canyon(R)Series 1996 ..................... Atlanta, GA "AAA" NON-AMT + .515% (2)(3) 06/01/25 16,845
Post Corners(R)Series 1996 .................... Atlanta, GA "AAA" NON-AMT + .515% (2)(3) 06/01/25 14,760
Post Bridge(R) ................................ Atlanta, GA "AAA" NON-AMT + .515% (2)(3) 06/01/25 12,450
Post Village(R)(Atlanta) Gardens .............. Atlanta, GA "AAA" NON-AMT + .515% (2)(3) 06/01/25 14,500
Post Chase(R) ................................. Atlanta, GA "AAA" NON-AMT + .515% (2)(3) 06/01/25 15,000
Post Walk(R) .................................. Atlanta, GA "AAA" NON-AMT + .515% (2)(3) 06/01/25 15,000
Post Lake(R) .................................. Orlando, FL "AAA" NON-AMT + .515% (2)(3) 06/01/25 28,500
Post Fountains at Lee Vista(R) ................ Orlando, FL "AAA" NON-AMT + .515% (2)(3) 06/01/25 21,500
Post Village(R)(Atlanta) Fountains
and Meadows ................................ Atlanta, GA "AAA" NON-AMT + .515% (2)(3) 06/01/25 26,000
Post Court(R) ................................. Atlanta, GA "AAA" NON-AMT + .515% (2)(3) 06/01/25 18,650
----------
235,880
----------
SENIOR NOTES (UNSECURED)
Northwestern Mutual Life ...................... N/A 8.21% 06/07/01 30,000
Medium Term Notes ............................. N/A 7.02% 04/02/01 37,000
Northwestern Mutual Life ...................... N/A 8.37% 06/07/02 20,000
Senior Notes .................................. N/A 7.25% 10/01/03 100,000
Medium Term Notes ............................. N/A 7.30% 04/01/04 13,000
Medium Term Notes ............................. N/A 6.69% 09/22/04 10,000
Medium Term Notes ............................. N/A 6.78% 09/22/05 25,000
Medium Term Notes ............................. N/A LIBOR + .75% (4) 02/01/05 25,000
Medium Term Notes ............................. N/A 8.12% 06/15/05 150,000
Senior Notes .................................. N/A 7.50% 10/01/06 25,000
Mandatory Par Put Remarketed
Securities .................................... N/A 6.85% 03/16/15 100,000
----------
535,000
----------
LINES OF CREDIT & OTHER UNSECURED DEBT
City of Phoenix ............................... N/A 5.00% 03/01/21 2,000
Revolver - Syndicated ......................... N/A LIBOR + .825% or prime minus .25%(7) 04/30/03 231,000
Cash Management Line .......................... N/A LIBOR + .675% or prime minus .25% 03/31/01 14,751
----------
247,751
----------
TOTAL ......................................... $1,174,339
==========
</TABLE>
(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 effective
October 1, 1998).
(3) These bonds are cross-collateralized. The Company has purchased an interest
rate cap that limits the Company's exposure to increases in the base rate
to 5%.
(4) In October 2000, the Company entered into a swap transaction that fixed the
rate on this note at 7.28% through maturity.
(5) The annual interest rate on these securities to March 16, 2005 (the
"Remarketing Date") is 6.85%. On the Remarketing Date, they are subject to
mandatory tender for remarketing.
(6) This loan is interest-free for the first three years, with interest at
5.00% thereafter. Repayment is to commence on March 1, 2001 subject to the
conditions set forth in the Agreement.
-26-
<PAGE> 29
MANAGEMENT'S DISCUSSION AND ANALYSIS OF
FINANCIAL CONDITION AND RESULTS OF OPERATIONS
(DOLLARS IN THOUSANDS, EXCEPT APARTMENT UNIT DATA)
--------------------------------------------------------------------------------
(7) Represents stated rate. The Company may also make "money market" loans of
up to $175,000 at rates below the stated rate. At September 30, 2000, the
outstanding balance of the Revolver consisted of "money market" loans with
an average interest rate of 7.13%.
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. Effective third
quarter of 2000, the Company suspended its dividend reinvestment plan.
Current Development Activity
The Company's apartment communities under development or in initial lease-up are
summarized in the following table:
<TABLE>
<CAPTION>
QUARTER OF ACTUAL OR ESTIMATED ACTUAL OR ESTIMATED
#OF CONSTRUCTION QUARTER FIRST UNITS QUARTER OF STABILIZED
METROPOLITAN AREA UNITS COMMENCEMENT AVAILABLE OCCUPANCY
----------------- ------ ------------ ------------------- ---------------------
<S> <C> <C> <C> <C>
Atlanta, GA
Post Stratford(TM) .............. 250 2Q'99 1Q'00 4Q'00
Post Spring(TM) ................. 452 3Q'99 2Q'00 3Q'01
Post Peachtree(TM) .............. 121 2Q'00 4Q'01 2Q'02
Post Biltmore ................... 271 3Q'00 4Q'01 3Q'02
-----
1,094
Charlotte, NC
Post Uptown Place(TM) ........... 226 3Q'98 1Q'00 1Q'01
Post Gateway Place(TM) .......... 232 3Q'99 3Q'00 3Q'01
Post Gateway Place II ........... 204 3Q'00 3Q'01 1Q'02
-----
662
Tampa, FL
Post Harbour Place(TM) .......... 319 4Q'98 2Q'00 1Q'01
Dallas, TX
Post Legacy ..................... 384 3Q'99 3Q'00 4Q'01
Post Addison Circle(TM)III ...... 264 3Q'99 3Q'00 2Q'01
Post Uptown Village(TM)II ....... 196 3Q'99 2Q'00 4Q'00
-----
844
Houston, TX
Post Midtown Square(TM)(II) ..... 193 1Q'00 4Q'00 4Q'01
Denver, CO
Post Uptown Square(TM)I ......... 449 1Q'98 3Q'99 2Q'01
Post Uptown Square(TM)(II) ...... 247 1Q'00 2Q'01 1Q'02
-----
696
Phoenix, AZ
Post Roosevelt Square(TM) ....... 403 4Q'98 1Q'00 4Q'01
Washington, D.C
Post Pentagon Row ............... 504 2Q'99 1Q'01 1Q'02
Austin, TX
Post West Avenue Lofts(TM) ...... 239 3Q'99 3Q'00 2Q'01
Pasadena, CA
Post Paseo ...................... 387 2Q'00 2Q'02 2Q'03
-----
5,341
=====
</TABLE>
The Company is also currently conducting feasibility and other pre-development
studies for possible new Post(R) communities in its primary market areas.
-27-
<PAGE> 30
MANAGEMENT'S DISCUSSION AND ANALYSIS OF
FINANCIAL CONDITION AND RESULTS OF OPERATIONS
(DOLLARS IN THOUSANDS, EXCEPT APARTMENT UNIT 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 three and
nine months ended September 30, 2000 and 1999 are summarized as follows:
<TABLE>
<CAPTION>
THREE MONTHS ENDED NINE MONTHS ENDED
SEPTEMBER 30, SEPTEMBER 30,
------------------------ ------------------------
2000 1999 2000 1999
-------- -------- -------- --------
<S> <C> <C> <C> <C>
New community development and acquisition activity .... $112,384 $ 66,266 $303,038 $220,555
Non-recurring capital expenditures:
Revenue generating additions and improvements ...... 2,068 2,064 4,257 4,178
Other community additions and improvements ......... 898 540 2,336 1,553
Recurring capital expenditures:
Carpet replacements ................................ 777 763 2,187 2,170
Community additions and improvements ............... 2,563 1,841 5,615 5,113
Corporate additions and improvements ............... 665 3,880 1,991 6,240
-------- -------- -------- --------
$119,355 $ 75,354 $319,424 $239,809
======== ======== ======== ========
</TABLE>
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.
NEW ACCOUNTING PRONOUNCEMENTS
On June 15, 1998, the Financial Accounting Standards Board (FASB) issued
Statement of Financial Accounting Standards No. 133, "Accounting for Derivative
Instruments and Hedging Activities" (FAS 133). FAS 133, as amended FAS 137,
"Deferral of the Effective Date of FAS 133," is effective for all fiscal
quarters of all fiscal years beginning after June 15, 2000 (January 1, 2001 for
the Company). FAS 133 requires that all derivative instruments be recorded on
the balance sheet at their fair value. Changes in the fair value of derivatives
are recorded each period in current earnings or other comprehensive income,
depending on whether a derivative is designated as part of a hedge transaction
and, if it is, the type of hedge transaction. Management of the Company
anticipates that, due to its limited use of derivative instruments, the adoption
of FAS 133 will not have a significant effect on the Company's results of
operations or its financial position.
The Securities and Exchange Commission (SEC) issued Staff Accounting Bulletin
No. 101 (SAB 101), Revenue Recognition, which provides guidance on the
recognition, presentation, and disclosure of revenue in financial statements.
SAB 101 is required to be implemented in the fourth fiscal quarter of 2000.
Management of the Company anticipates that the adoption of SAB 101 will not have
a significant effect on the Company's results of operations or its financial
position.
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<PAGE> 31
MANAGEMENT'S DISCUSSION AND ANALYSIS OF
FINANCIAL CONDITION AND RESULTS OF OPERATIONS
(DOLLARS IN THOUSANDS, EXCEPT APARTMENT UNIT 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. Effective January 1, 2000, FFO is defined by the
National Association of Real Estate Trusts as net income available to common
shareholders determined in accordance with generally accepted accounting
principles ("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, 2000 and 1999
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,
------------------------------- -------------------------------
2000 1999 2000 1999
------------ ------------ ------------ ------------
<S> <C> <C> <C> <C>
Net income available to common shareholders ............ $ 24,110 $ 23,770 $ 74,997 $ 69,083
Extraordinary item, net of minority interest ........... -- -- -- 458
Net (gain) loss on sale of assets ...................... (958) 246 (1,627) 1,337
Minority interest ...................................... 3,156 3,206 9,899 9,435
------------ ------------ ------------ ------------
Adjusted net income .................................... 26,308 27,222 83,269 80,313
Depreciation of real estate assets(1) .................. 16,651 14,218 47,825 40,315
------------ ------------ ------------ ------------
Funds from Operations(2) ............................... 42,959 41,440 131,094 120,628
Recurring capital expenditures(3) ...................... (3,340) (2,604) (7,802) (7,283)
Non-recurring capital expenditures(4) .................. (898) (540) (2,336) (1,553)
Loan amortization payments ............................. (1,027) (20) (1,626) (60)
------------ ------------ ------------ ------------
Cash Available for Distribution ........................ $ 37,694 $ 38,276 $ 119,330 $ 111,732
============ ============ ============ ============
Revenue generating capital expenditures(5) ............. $ 2,068 $ 2,064 $ 4,257 $ 4,178
============ ============ ============ ============
Cash Flow Provided By (Used In):
Operating activities ................................... $ 63,941 $ 43,299 $ 152,965 $ 122,013
Investing activities ................................... (75,388) $ (73,110) $ (239,518) $ (217,692)
Financing activities ................................... $ 14,172 $ 33,251 $ 98,622 $ 80,890
Weighted average common shares outstanding - basic ..... 39,556,981 38,574,434 39,293,302 38,361,877
============ ============ ============ ============
Weighted average common shares and units
outstanding - basic .................................... 44,738,392 43,772,859 44,480,261 43,567,297
============ ============ ============ ============
Weighted average common shares outstanding - diluted ... 40,422,756 39,122,421 39,980,339 38,827,381
============ ============ ============ ============
Weighted average common shares and units
outstanding - diluted .................................. 45,604,167 44,320,846 45,167,298 44,032,801
============ ============ ============ ============
</TABLE>
(1) Depreciation on real estate assets is net of the minority interest portion
of depreciation in consolidated partnerships and depreciation on non-real
estate assets.
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<PAGE> 32
MANAGEMENT'S DISCUSSION AND ANALYSIS OF
FINANCIAL CONDITION AND RESULTS OF OPERATIONS
(DOLLARS IN THOUSANDS, EXCEPT APARTMENT UNIT DATA)
--------------------------------------------------------------------------------
(2) The Company uses the National Association of Real Estate Investment Trusts
("NAREIT") definition of FFO. Effective January 1, 2000, NAREIT amended its
definition of FFO to include in FFO all non-recurring transactions, except
those that are defined as extraordinary under generally accepted accounting
principles. The Company adopted this new definition effective January 1,
2000. 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.
(3) Recurring capital expenditures consisted primarily of $777 and $763 of
carpet replacement and $2,563 and $1,841 of other additions and
improvements to existing communities for the three months ended September
30, 2000 and 1999, respectively and $2,187 and $2,170 of carpet replacement
and $5,615 and $5,113 of other additions and improvements to existing
communities for the nine months ended September 30, 2000 and 1999,
respectively. Since the Company does not add back the depreciation of
non-real estate assets in its calculation of FFO, capital expenditures of
$665 and $3,880 for the three months ended September 30, 2000 and 1999,
respectively, and $1,991 and $6,240 for the nine months ended September 30,
2000 and 1999, respectively, are excluded from the calculation of CAD.
(4) Non-recurring capital expenditures consisted of community additions and
improvements of $898 and $540 for the three months ended September 30, 2000
and 1999, respectively, and $2,336 and $1,553 for the nine months ended
September 30, 2000 and 1999, respectively.
(5) Revenue generating capital expenditures are primarily comprised of major
renovations of communities.
ITEM 3. QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RISK
There have been no material changes since December 31, 1999.
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<PAGE> 33
PART II. OTHER INFORMATION
ITEM 1. LEGAL PROCEEDINGS
None
ITEM 2. CHANGES IN SECURITIES AND USE OF PROCEEDS
None
ITEM 3. DEFAULTS UPON SENIOR SECURITIES
None
ITEM 4. SUBMISSION OF MATTERS TO A VOTE OF SECURITYHOLDERS
None
ITEM 5. OTHER INFORMATION
None
ITEM 6. EXHIBITS AND REPORTS ON FORM 8-K
<TABLE>
<S> <C>
(a) Exhibits
27.1 Financial Data Schedule for the Company - Third
Quarter 2000 (for SEC filing purposes only)
27.2 Financial Data Schedule for the Operating Partnership
- Third Quarter 2000 (for SEC filing purposes only)
The registrants agree to furnish a copy of all
agreements relating to long-term debt upon request of
the Commission.
(b) Reports on Form 8-K
There were no reports on Form 8-K filed by either
registrant during the three month period ended
September 30, 2000.
</TABLE>
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<PAGE> 34
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.
<TABLE>
<S> <C>
November 14, 2000 /s/ R. Gregory Fox
----------------- ------------------------------
(Date) R. Gregory Fox
Executive Vice President,
Chief Financial Officer
(Principal Financial Officer)
</TABLE>
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<PAGE> 35
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 APARTMENT HOMES, L.P.
<TABLE>
<S> <C>
By: Post GP Holdings, Inc., as General Partner
November 14, 2000 /s/ R. Gregory Fox
----------------- ---------------------------------------------
(Date) R. Gregory Fox
Executive Vice President,
Chief Financial Officer
(Principal Financial Officer)
</TABLE>
-33-
