8-K

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

FORM 8-K

CURRENT REPORT

Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934

Date of Report (Date of earliest event reported):  May 6, 2003

Post Properties, Inc.
Post Apartment Homes, L.P.

(Exact name of registrant as specified in its charter)

Georgia
Georgia
(State or other jurisdiction of incorporation)

1-12080
0-28226
(Commission File Number)

58-1550675
58-2053632
(IRS Employer Identification Number)

4401 Northside Parkway, Suite 800, Atlanta, Georgia 30327
(Address of principal executive offices)

Registrants’ telephone number, including area code (404) 846-5000

Not Applicable
(Former Name or Former Address, if Changed Since Last Report)

TABLE OF CONTENTS

EX-99.1 Earnings Release

EX-99.2 Supplemental Financial Data

Item 7. Financial Statements, Pro Forma Financial Information and Exhibits.

(c) Exhibits

Exhibit
Number		Description
	99.1	Earnings Release
	99.2	Supplemental Financial Data

Item 12. Results of Operations and Financial Condition.

     On May 5, 2003, Post Properties, Inc. (the “Company” and together with Post Apartment Homes, L.P., the “Registrants”) issued an Earnings Release and Supplemental Financial Data announcing its financial results for the quarterly period ended March 31, 2003. The Earnings Release and Supplemental Financial Data contain information about the Registrants’ financial condition and results of operations for the quarterly period ended March 31, 2003. A copy of the Earnings Release is attached hereto as Exhibit 99.1. A copy of the Supplemental Financial Data is attached hereto as Exhibit 99.2.

     The Company uses certain non-GAAP financial measures in the Earnings Release and Supplemental Financial Data. The Registrants believe that these measures are helpful to investors in measuring performance and/or liquidity and comparing such performance and/or liquidity to other real estate investment trusts (“REITs”). A description of these measures and the reasons why the Registrants believe such measures are useful are set forth below.

Funds From Operations

     The Registrants use FFO as an operating measure. The Registrants use the National Association for Real Estate Investment Trusts (“NAREIT”) definition of Funds From Operations (“FFO”). FFO is defined by NAREIT to mean net income (loss) available to common shareholders determined in accordance with GAAP, excluding gains (or losses) from debt restructuring and sales of property, plus depreciation of real estate assets, and after adjustment for unconsolidated partnerships and joint ventures all determined on a consistent basis in accordance with GAAP. FFO is a supplemental non-GAAP financial measure. FFO presented in the Company’s Earnings Release and Supplemental Financial Data is not necessarily comparable to FFO presented by other real estate companies because not all real estate companies use the same definition. The Registrants’ FFO is comparable to the FFO of real estate companies that use the current NAREIT definition. Accounting for real estate assets using historical cost accounting under GAAP assumes that the value of real estate assets diminishes predictably over time. NAREIT stated in its April 2002 White Paper on Funds from Operations “since real estate asset values have historically risen or fallen with market conditions, many industry investors have considered presentations of operating results for real estate

companies that use historical cost accounting to be insufficient by themselves.” As a result, the concept of FFO was created by NAREIT for the REIT industry to provide an alternate measure. Since the Registrants agree with the concept of FFO and appreciate the reasons surrounding its creation, they believe that FFO is an important supplemental measure of operating performance. In addition, since most equity REITs provide FFO information to the investment community, the Registrants believe FFO is a useful supplemental measure for comparing the Registrants’ results to those of other equity REITs. The Registrants believe that the line on the Registrants’ consolidated statement of operations entitled “net income (loss) available to common shareholders” is the most directly comparable GAAP measure to FFO. The Registrants also compute a dividend payout ratio using dividends declared during the quarter divided by FFO per diluted share in order to provide investors with one alternate earnings measure to compare the relationship of FFO to the Registrants’ quarterly dividends and distributions.

Funds Available for Distribution

     The Registrants use Funds Available for Distribution (“FAD”) as an operating measure. FAD is defined as FFO less capital expenditures funded by operations. FAD is a supplemental non-GAAP financial measure. The Registrants believe that FAD is an important supplemental measure of operating performance for an equity REIT because it provides investors with an indication of the REIT’s ability to fund its cash needs through earnings, including debt service requirements, construction and development expenditures and dividends and distributions. In addition, since most equity REITs provide FAD information to the investment community, the Registrants believe FAD is a useful supplemental measure for comparing the Registrants to other equity REITs. The Registrants believe that the line on the Registrants’ consolidated statement of operations entitled “net income (loss) available to common shareholders” is the most directly comparable GAAP measure to FAD. The Registrants also compute a dividend payout ratio using dividends declared during the quarter divided by FAD per diluted share in order to provide investors with one alternate earnings measure to compare the relationship of FAD to the Registrants’ quarterly dividends and distributions.

Net Operating Income

     The Registrants use Net Operating Income (“NOI”), including Same Store NOI and Same Store NOI by market, as an operating measure. Net Operating Income is defined as rental and other revenues from real estate operations less total property and maintenance expenses from real estate operations (exclusive of depreciation and amortization). Net Operating Income is a supplemental non-GAAP financial measure. The Registrants believe that Net Operating Income is an important supplemental measure of operating performance for a REIT’s operating real estate because it provides a measure of the core operations, rather than factoring in depreciation and amortization, financing costs and general and administrative expenses. This measure is particularly useful, in the opinion of the Registrants, in evaluating the performance of geographic operations, Same Store groupings and individual properties. Additionally, the Registrants believe that Net Operating Income, as defined, is a widely accepted measure of comparative operating performance in the real estate investment community. The Registrants believe that the line on the Registrants’ consolidated statement of operations entitled “income from continuing operations before

equity in losses of unconsolidated entities, gains on property sales and minority interest” is the most directly comparable GAAP measure to Net Operating Income.

Same Store Capital Expenditures

     The Registrants use Same Store Recurring and Non-Recurring Capital Expenditures as cash flow measures. Same Store Recurring and Non-Recurring Capital Expenditures are supplemental non-GAAP financial measures. The Registrants believe that Same Store Recurring and Non-Recurring Capital Expenditures are important indicators of the costs incurred by the Registrants in maintaining Same Store communities. The corresponding GAAP measures include information with respect to the Registrants’ other operating segments consisting of communities stabilized in the prior year, lease-up communities, and sold communities in addition to Same Store information. Therefore, the Registrants believe that the Registrants’ presentation of Same Store Recurring and Non-Recurring Capital Expenditures is necessary to demonstrate Same Store replacement costs over time. The Registrants believe that the most directly comparable GAAP measure to Same Store Recurring and Non-Recurring Capital Expenditures are the lines on the Registrants’ consolidated statements of cash flows entitled “recurring capital expenditures” and “non-recurring capital expenditures.”

Net Income, FFO and FAD Excluding Certain Charges

     The Registrants use Net Income, FFO and FAD excluding one-time severance and impairment charges as operating measures. Net Income, FFO and FAD excluding one-time severance and impairment charges, are supplemental non-GAAP financial measures. The Registrants report Net Income, FFO and FAD excluding certain one-time, non-cash charges as alternative financial measures of core operating performance. The Registrants believe Net Income, FFO and FAD before one-time, non-cash charges are informative measures for comparing operating performance between periods and for comparing operating performance to other companies that have not incurred such charges. The Registrants further believe that one-time, non-cash charges of the nature incurred in the first quarter of 2003 are not necessarily repetitive in nature and that it is therefore meaningful to compare operating performance using alternative, non-GAAP measures. In addition, the Registrants believe the investment and analyst communities desire to understand the meaningful components of the Registrants’ performance and that these non-GAAP measures assist in providing such supplemental measures. The Registrants believe that the most directly comparable GAAP financial measures to each of Net Income, FFO and FAD, excluding certain one-time, non-cash charges, is the line on the Registrants’ consolidated statements of operations entitled “net income (loss) available to common shareholders.” The Registrants compute dividend payout ratios using dividends declared during the quarter divided by FFO and FAD per diluted share, excluding certain one-time, non-cash charges in order to provide investors with alternate earnings measures to compare the relationship of FFO and FAD, excluding certain one-time, non-cash charges, to the Registrants’ quarterly dividends and distributions.

Debt Statistics and Debt Ratios

     The Registrants use a number of debt statistics and ratios as supplemental measures of liquidity. The numerator and/or the denominator of certain of these statistics and/or ratios include non-GAAP financial measures that have been reconciled to the most directly comparable GAAP financial measure. These debt statistics and ratios include: (1) an interest coverage ratio; (2) a fixed charge coverage ratio; (3) total debt as a percentage of undepreciated real estate (unadjusted and adjusted for joint venture partner’s share of debt); (4) a ratio of consolidated debt to total assets; (5) a ratio of secured debt to total assets; (6) a ratio of total unencumbered assets to unsecured debt; and (7) a ratio of consolidated income available to debt service to annual debt service charge. A number of these debt statistics and ratios are derived from covenants found in the Registrants’ debt agreements, including, among others, the Registrants’ revolving line of credit and the Registrants’ senior unsecured notes. In addition, the Registrants present these measures because their degree of leverage could affect their ability to obtain additional financing for working capital, capital expenditures, acquisitions, development or other general corporate purposes. The Registrants use these measures internally as an indicator of liquidity and the Registrants believe that these measures are also utilized by the investment and analyst communities to better understand the Registrants’ liquidity.

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 hereunto duly authorized.

Dated: May 6, 2003.
	POST PROPERTIES, INC.
	By:	/s/ David P. Stockert David P. Stockert President and Chief Executive Officer

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 hereunto duly authorized.

Dated:	May 6, 2003.
		POST APARTMENT HOMES, L.P.
		By:	POST GP HOLDINGS, INC., as General Partner
		By:	/s/ David P. Stockert David P. Stockert President and Chief Executive Officer

EXHIBIT INDEX

Exhibit Number and Description

99.1 Earnings Release

99.2 Supplemental Financial Data

EX-99.1 3 g82608exv99w1.txt EX-99.1 EARNINGS RELEASE EXHIBIT 99.1 Contact: Janie Maddox Post Properties, Inc. (404) 846-5056 POST PROPERTIES ANNOUNCES FIRST QUARTER EARNINGS Investor/Analyst Conference Call Scheduled for May 6 at 10:00 a.m. EDT ATLANTA, May 5, 2003 - Post Properties, Inc. (NYSE: PPS) announced today that its net loss available to common shareholders was $23.5 million for the first quarter of 2003, compared to net income available to common shareholders of $14.2 million for the first quarter of 2002. On a diluted per share basis, net income (loss) available to common shareholders was ($0.63) for the first quarter of 2003 compared to $0.38 in the first quarter of 2002. Included in the company's first quarter 2003 results was a severance charge of $19.7 million reflecting the present value of payments and other costs to be incurred by the company in connection with employment agreements with the company's former chairman and vice chairman, consistent with a press release issued by the company on February 21, 2003. This severance charge included approximately $14.0 million related to ongoing compensation and benefits and approximately $5.7 million related to the estimated future costs of the settlement of the split-dollar life insurance obligations under the existing contracts. In addition, first quarter 2003 results included a non-cash asset impairment charge of $14.1 million, in accordance with SFAS No. 144, to write-down to fair value an apartment community, located in Phoenix, AZ, that is likely to be marketed for sale in the relatively near term as part of the company's strategy to exit non-strategic markets. Excluding the severance charge of $19.7 million and the asset impairment charge of $14.1 million, net income available to common shareholders was $6.5 million or $0.18 per diluted share for the first quarter of 2003, compared to the reported $14.2 million or $0.38 per diluted share for the first quarter of 2002. Net income available to common shareholders, excluding severance and asset impairment charges is a supplemental non-GAAP financial measure. A reconciliation of this supplemental measure to GAAP net income is included in the financial data accompanying this press release. Funds from operations (FFO) for the first quarter of 2003 totaled $2.9 million or $0.07 per diluted share compared to $30.2 million or $0.72 per diluted share in the first quarter of 2002. Excluding the severance charges discussed above, FFO for the first quarter of 2003 totaled $22.6 million or $0.54 per diluted share. FFO is a supplemental non-GAAP financial measure used by real estate investment trusts to measure and compare operating performance. A reconciliation of FFO to GAAP net income is included in the financial data accompanying this press release. Total revenues from continuing operations were $82.0 million for the first quarter of 2003, compared to $82.2 million for the first quarter of 2002. Mr. Stockert, Chief Executive Officer of Post Properties, said, "Despite ongoing challenges in our key markets, Post continues on the right track. Our operating performance for the first quarter was consistent with our prior guidance, after adjusting for non-cash charges." Mr. Stockert also noted that, "In the past year, we have made significant strides in cutting costs and in bringing Post's development exposure to a level consistent with current market conditions. We are continuing to focus our geographic footprint by selling older assets in our most concentrated markets and exiting many of our single-asset markets. We believe that we are on course to meet our asset sales targets for the year and we are applying the cash from these sales to reduce debt and further strengthen the balance sheet." MATURE COMMUNITY DATA In the first quarter of 2003, average economic occupancy at the company's 67 mature (same store) communities, containing 24,347 apartment units, was 90.1% compared to 90.1% in the first quarter of 2002. Total revenues for the mature communities decreased 4.6% during the first quarter of 2003 compared to the first quarter of 2002, while operating expenses decreased 0.3%, resulting in a 6.9% decline in net operating income (NOI) or $3.1 million ($0.07 per diluted share). NOI is defined as property rental and other revenues less direct property operating expenses. NOI excludes interest, depreciation and corporate general and administrative expenses. Same store net operating income is a supplemental non-GAAP financial measure. A reconciliation of same store net operating income to the comparable GAAP financial measure is included in the financial data accompanying this press release. ASSET SALES During the quarter, the company sold its only community in Austin, TX, Post West Avenue Lofts(TM), along with an adjacent land parcel. The sale produced over $33 million of net proceeds and completed the company's exit of the Austin market. As is its practice, the company used a competitive bid process to achieve the highest price from a number of qualified bidders, in this case achieving a price per square foot for the apartment community in excess of $140. Since launching its self-funding strategy in 2000, the company has raised more than $575 million in net proceeds from asset sales. More than 70% of these proceeds were generated from the sale of properties in the company's three largest markets: Atlanta, Dallas and Tampa. The average age of the communities sold has been 12 years. The company is currently under contract to sell two additional properties, including one held by an unconsolidated equity investment entity (one in a core market, and the other in Pasadena, CA), and expects to close both transactions in the second quarter. These two pending transactions are expected to result in net proceeds from asset sales for the first half of 2003 of more than $130 million. DEBT ISSUANCE On February 26, 2003, one of the company's unconsolidated equity investment entities closed a $17 million loan with a life insurance company. The loan is secured by Post Peachtree(TM) in Atlanta, GA. Payments of principal and interest will be based upon an interest rate of 4.28% per annum and a 30-year amortization schedule, with the balance due on March 10, 2008. The company received 100% of the loan proceeds from the joint venture as a payment towards the principal of the company's construction note to the joint venture. The net proceeds were used by the company to repay outstanding indebtedness. DEVELOPMENT AND LEASE-UP The company has completed the lease-ups of Post Peachtree(TM) in Atlanta, GA, Phase III of Post Harbour Place(TM) in Tampa, FL and Post Luminaria(TM) in New York City. Post Peachtree(TM) is a 16-story tower with 121 units located in Atlanta's Buckhead District. The development is structured as a joint venture with Post owning a 35% equity interest. As of May 3, 2003, it was 91% leased. Phase III of Post Harbour Place(TM) consists of 259 apartment homes located on the north side of Harbour Island across Garrison Channel from downtown Tampa. As of May 3, 2003, it was 95% leased. Post Luminaria(TM) is a 20-story tower consisting of 138 apartment homes located at 385 First Avenue in Manhattan. The development is structured as a joint venture with Post contributing approximately two-thirds of the equity to the venture and the landowner contributing the balance. As of May 3, 2003, the community was 95% leased. OUTLOOK The estimates presented below are forward-looking and are based on current apartment market and general economic conditions and other risks outlined below. Management believes that the company's net income per diluted share for the second quarter of 2003 will be in a range of $0.62 to $0.64. This net income per diluted share estimate includes estimated gains on property sales of $0.75 to $0.77 per diluted share, estimated severance costs associated with two executives departing the company in the second quarter of approximately $0.04 per diluted share and costs associated with the on-going proxy contest of approximately $0.09 to $0.11 per diluted share. Management believes that the company's FFO per share for the second quarter of 2003 will be in a range of $0.38 to $0.40 and that FFO per share, excluding severance costs and the cost of the proxy contest will be in a range of $0.52 to $0.54. A reconciliation of our projected net income per diluted share to our projected FFO per diluted share excluding severance costs and the costs of the proxy contest for the second quarter of 2003 is included in the financial data accompanying this press release. SUPPLEMENTAL FINANCIAL DATA The company also produces Supplemental Financial Data (the Supplemental Package) that provides detailed information regarding the company's operating results and balance sheet. The Supplemental Package is available through the company's web site at "http://www.postproperties.com/posthome.nsf/ExtList/2003-1QFinancials". The ability to access the attachments on the company's web site requires the Adobe Acrobat 4.0 Reader, which may be downloaded at http://www.adobe.com/products/acrobat/readstep.html. CONFERENCE CALL INFORMATION The company will hold its quarterly conference call on Tuesday, May 6, at 10 a.m. EDT. The telephone numbers are 1-800-810-0924 for domestic calls and 1-913-981-4900 for international callers. Callers should reference "Post Properties' First Quarter 2003 Earnings Call." The passcode is 654399. The conference call will be open to the public and can be listened to live on Post's web site at www.postproperties.com under Corporate Information/Investor Info. The replay will begin two hours after the completion of the call and will be available until Monday, May 12, at 11:59 p.m. EDT. The telephone numbers for the replay are 1-888-203-1112 for domestic callers and 1-719-457-0820 for international callers. The passcode for the replay is 654399. A replay of the call also will be available through Monday, June 30, on Post's web site. The financial and statistical information that will be discussed on the call is contained in this press release and the Supplemental Package, both of which will be available on the company's website at "http://www.postproperties.com/posthome.nsf/ExtList/2003-1QFinancials" prior to the quarterly conference call. Post Properties, Inc., a leading developer and operator of upscale apartment communities in the United States, pioneered building and branding resort-style garden apartments for more than 30 years. Post now also focuses on the creation of high-quality, high-density, live-work-walk neighborhoods in infill locations in major urban markets. The company has been recognized locally, nationally and internationally for building better neighborhoods and the preservation of historic buildings. Operating as a self-administered and self-managed equity real estate investment trust (REIT), the company's primary business consists of developing and managing Post(R) brand-name apartment communities. Nationwide, Post Properties owns approximately 30,078 apartment homes in 80 communities, including 859 units currently under development. FORWARD LOOKING STATEMENT: Certain statements made in this press release and other written or oral statements made by or on behalf of the company, may constitute "forward-looking statements" within the meaning of the federal securities laws. Statements regarding future events and developments and the company's future performance, as well as management's expectations, beliefs, plans, estimates or projections relating to the future, are forward-looking statements within the meaning of these laws. Examples of such statements in this press release include the company's plans to sell certain assets and the company's projected net income (loss) per diluted share and projected FFO per diluted share for the second quarter. All forward-looking statements are subject to certain risks and uncertainties that could cause actual events to differ materially from those projected. Management believes that these forward-looking statements are reasonable; however, you should not place undue reliance on such statements. These statements are based on current expectations and speak only as of the date of such statements. The company undertakes no obligation to publicly update or revise any forward-looking statement, whether as a result of future events, new information or otherwise. The following are some of the factors that could cause the company's actual results to differ materially from the expected results described in the company's forward-looking statements: the company's ability to successfully defend against Mr. William's proxy contest; future local and national economic conditions, including changes in job growth, interest rates, the availability of financing and other factors; demand for apartments in the company's markets and the effect on occupancy and rental rates; the impact of competition on the company's business, including competition for tenants and development locations; the company's ability to obtain financing or self-fund the development of additional apartment communities; the uncertainties associated with the company's current real estate development, including actual costs exceeding the company's budgets or development periods exceeding expectations; uncertainties associated with the timing and amount of asset sales and the resulting gains/losses associated with such asset sales; conditions affecting ownership of residential real estate and general conditions in the multi-family residential real estate market; the effects of changes in accounting policies and other regulatory matters detailed in the company's filings with the Securities and Exchange Commission and uncertainties of litigation; and the company's ability to continue to qualify as a real estate investment trust under the Internal Revenue Code. Other important risk factors regarding the company are included under the caption "Risk Factors" in the company's Annual Report on Form 10-K for the year ended December 31, 2002 and may be discussed in subsequent filings with the SEC. The risk factors discussed in such Form 10-K under the caption "Risk Factors" are specifically incorporated by reference into this press release. FINANCIAL HIGHLIGHTS (Unaudited; in thousands, except per share amounts)

THREE MONTHS ENDED MARCH 31, ------------------------------- 2003 2002 ------------------------------- OPERATING DATA Revenues $ 82,007 $82,186 Net income (loss) available to common shareholders (23,450) 14,158 Net income available to common shareholders, excluding severance and asset impairment charges (Table 1) 6,527 14,158 Funds from operations (Table 2) 2,863 30,196 Funds from operations, excluding severance charges (Table 2) 22,575 30,196 Weighted average shares outstanding - diluted 37,262 37,049 Weighted average shares and units outstanding - diluted 42,049 42,106 PER COMMON SHARE DATA - DILUTED Net income (loss) available to common shareholders $ (0.63) $ 0.38 Net income available to common shareholders, excluding severance and asset impairment charges (Table 1) 0.18 0.38 Funds from operations (Table 2) 0.07 0.72 Funds from operations, excluding severance charges (Table 2) 0.54 0.72 Dividends declared 0.45 0.78

TABLE 1 RECONCILIATION OF NET INCOME (LOSS) AVAILABLE TO COMMON SHAREHOLDERS TO NET INCOME AVAILABLE TO COMMON SHAREHOLDERS, EXCLUDING SEVERANCE AND ASSET IMPAIRMENT CHARGES (Unaudited; in thousands, except per share amounts)

THREE MONTHS ENDED MARCH 31, ------------------------------- 2003 2002 ------------------------------- Net income (loss) available to common shareholders $(23,450) $14,158 Severance charges 19,712 -- Asset impairment charge 14,118 -- Minority interest impact of charges (computed at 11.39%) (3,853) -- ------------------------------- Net income available to common shareholders, excluding severance and asset impairment charges $ 6,527 $14,158 =============================== Weighted average shares outstanding - diluted 37,262 37,049 =============================== Net income available to common shareholders, excluding severance and asset impairment charges - per diluted share $ 0.18 $ 0.38 ===============================

TABLE 2 RECONCILIATION OF NET INCOME (LOSS) TO FUNDS FROM OPERATIONS (Unaudited; in thousands, except per share amounts)

THREE MONTHS ENDED MARCH 31, ------------------------------- 2003 2002 ------------------------------- NET INCOME (LOSS) AVAILABLE TO COMMON SHAREHOLDERS $(23,450) $ 14,158 Minority interest of common unitholders - continuing operations (3,877) 2,543 Gains on property sales - continuing operations -- (13,275) Asset impairment charge 14,118 -- Gains on properties held for sale and sold, net of minority interest - discontinued operations (6,091) 6,731 Minority interest in discontinued operations 79 315 Depreciation on wholly-owned real estate assets, net 21,618 19,586 Depreciation on real estate assets held in unconsolidated entities 466 138 ------------------------------- FUNDS FROM OPERATIONS (1) 2,863 30,196 Severance charges 19,712 -- ------------------------------- FUNDS FROM OPERATIONS, EXCLUDING SEVERANCE CHARGES $ 22,575 $ 30,196 =============================== Weighted average shares and units outstanding - diluted 42,049 42,106 =============================== Funds from operations - per diluted share $ 0.07 $ 0.72 =============================== Funds from operations, excluding severance charges - per diluted share $ 0.54 $ 0.72 ===============================

(1) The Company uses the National Association of Real Estate Investment Trust ("NAREIT") definition of Funds from Operations ("FFO"). FFO is defined to mean net income available to common shareholders determined in accordance with GAAP, excluding gains (or losses) from debt restructuring and sales of property, plus depreciation of real estate assets, and after adjustments 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. TABLE 3 RECONCILIATION OF SAME STORE NET OPERATING INCOME (NOI) TO INCOME FROM CONTINUING OPERATIONS BEFORE EQUITY IN LOSSES OF UNCONSOLIDATED ENTITIES, GAINS ON PROPERTY SALES AND MINORITY INTEREST (Dollars in thousands)

THREE MONTHS ENDED ------------------------- MARCH 31, MARCH 31, 2003 2002 -------- -------- Total same store NOI $ 41,791 $ 44,891 Property NOI from other operating segments 6,356 4,040 -------- -------- Consolidated property NOI 48,147 48,931 Add: Interest income 234 405 Less: Depreciation (22,728) (19,902) Interest (16,561) (13,144) Amortization of deferred loan costs (788) (555) General and administrative (3,624) (3,765) Minority interest in consolidated property partnerships 334 483 Other expenses (567) -- Severance charges (19,712) -- Asset impairment charge (14,118) -- -------- -------- Income from Continuing Operations before Equity in Losses of Unconsolidated Entities, Gains on Property Sales and Minority Interest $(29,383) $ 12,453 ======== ========

TABLE 4 SAME STORE NET OPERATING INCOME (NOI) SUMMARY BY MARKET (Dollars in thousands)

THREE MONTHS ENDED --------------------------------------------- MARCH 31, MARCH 31, 2003 2002 % CHANGE --------------------------------------------- Rental and other revenues Atlanta $ 38,040 $ 40,161 (5.3)% Dallas 13,824 14,443 (4.3)% Tampa 4,308 4,687 (8.1)% Other 8,773 8,814 (0.5)% ----------------------------- Total rental and other revenues $ 64,945 $ 68,105 (4.6)% ----------------------------- Property operating and maintenance expenses (exclusive of depreciation and amortization) Atlanta $ 12,716 $ 12,404 2.5% Dallas 5,627 6,015 (6.5)% Tampa 1,681 1,722 (2.4)% Other 3,130 3,073 1.9% ----------------------------- Total $ 23,154 $ 23,214 (0.3)% ----------------------------- Net operating income Atlanta $ 25,324 $ 27,757 (8.8)% Dallas 8,197 8,428 (2.7)% Tampa 2,627 2,965 (11.4)% Other 5,643 5,741 (1.7)% ----------------------------- Total same store NOI $ 41,791 $ 44,891 (6.9)% -----------------------------

TABLE 5 RECONCILIATION OF FORECASTED NET INCOME PER SHARE TO FORECASTED FUNDS FROM OPERATIONS, EXCLUDING SEVERANCE AND PROXY COSTS, PER SHARE (Dollars in thousands)

THREE MONTHS ENDED JUNE 30, 2003 -------------------------- LOW RANGE HIGH RANGE -------------------------- Forecasted net income, per share $ 0.62 0.64 Forecasted gains on property sales, per share (0.75) (0.77) Forecasted depreciation, per share 0.51 0.53 ------------------------ Forecasted funds from operations, per share 0.38 0.40 Forecasted severance and proxy costs, per share 0.14 0.14 ------------------------ Forecasted funds from operations, excluding severance and proxy costs, per share $ 0.52 $0.54 ========================

# # # EX-99.2 4 g82608exv99w2.txt EX-99.2 SUPPLEMENTAL FINANCIAL DATA ================================================================================ EXHIBIT 99.2 [POST PROPERTIES LOGO] FIRST QUARTER 2003 Supplemental Financial Data Post Properties, Inc., is a leading developer and operator of upscale apartment communities in the United States. Post has pioneered building and branding resort-style garden apartments for more than 30 years. Post now also focuses on the creation of high-quality, high-density, live-work-walk neighborhoods in infill locations in major urban markets. ================================================================================ Copyright(C) 2003 Post Apartment Homes, LP All Rights Reserved ================================================================================ FIRST QUARTER 2003 Supplemental Financial Data Table of Contents

Page Consolidated Statements of Operations ................................................ 3 Calculation of Funds from Operations and Funds Available for Distribution ............ 5 Same Store Operating Results ......................................................... 6 Consolidated Balance Sheets .......................................................... 8 Consolidated Debt Summary ............................................................ 9 Summary of Construction and Initial Lease-Up Communities ............................. 12 Asset Sales Summary .................................................................. 13 Capitalized Costs Summary ............................................................ 14 Investments in Unconsolidated Real Estate Entities ................................... 15 Reconciliation of Supplemental Non-GAAP Financial Measures ........................... 17

The projections and estimates given in this document and other written or oral statements made by or on behalf of the Company, may constitute "forward-looking statements" within the meaning of the federal securities laws. All forward-looking statements are subject to certain risks and uncertainties that could cause actual events to differ materially from those projected. Management believes that these forward-looking statements are reasonable; however, you should not place undue reliance on such statements. These statements are based on current expectations and speak only as of the date of such statements. The Company undertakes no obligation to publicly update or revise any forward-looking statement, whether as a result of future events, new information or otherwise. The following are some of the factors that could cause the Company's actual results to differ materially from the expected results described in the Company's forward-looking statements: the Company's ability to successfully defend against Mr. William's proxy contest; future local and national economic conditions, including changes in job growth, interest rates, the availability of financing and other factors; demand for apartments in the Company's markets and the effect on occupancy and rental rates; the impact of competition on the Company's business, including competition for tenants and development locations; the Company's ability to obtain financing or self-fund the development of additional apartment communities; the uncertainties associated with the Company's current real estate development, including actual costs exceeding the Company's budgets or development periods exceeding expectations; uncertainties associated with the timing and amount of asset sales and the resulting gains/losses associated with such asset sales; conditions affecting ownership of residential real estate and general conditions in the multi-family residential real estate market; the effects of changes in accounting policies and other regulatory matters detailed in the Company's filings with the Securities and Exchange Commission and uncertainties of litigation; and the Company's ability to continue to qualify as a real estate investment trust under the Internal Revenue Code. Other important risk factors regarding the Company are included under the caption "Risk Factors" in the Company's Annual Report on Form 10-K for the year ended December 31, 2002 and may be discussed in subsequent filings with the SEC. The risk factors discussed in such Form 10-K under the caption "Risk Factors" are specifically incorporated by reference into this document. ================================================================================ Copyright(C) 2003 Post Apartment Homes, LP All Rights Reserved 2 ================================================================================ POST PROPERTIES, INC. CONSOLIDATED STATEMENTS OF OPERATIONS (Dollars in thousands, except per share or unit data) (Unaudited)

THREE MONTHS ENDED MARCH 31 --------------------------------- 2003 2002 ------------ ------------ REVENUES Rental $ 78,862 $ 78,788 Other 2,911 2,993 Interest 234 405 ------------ ------------ Total revenues 82,007 82,186 ------------ ------------ EXPENSES Property operating and maintenance (exclusive of items shown separately below) 33,626 32,850 Depreciation 22,728 19,902 Interest 16,561 13,144 Amortization of deferred financing costs 788 555 General and administrative 3,624 3,765 Minority interest in consolidated property partnerships (334) (483) Other (1) 567 -- Severance charges (2) 19,712 -- Asset impairment charge (3) 14,118 -- ------------ ------------ Total expenses 111,390 69,733 ------------ ------------ INCOME (LOSS) FROM CONTINUING OPERATIONS BEFORE EQUITY IN LOSSES OF UNCONSOLIDATED ENTITIES, GAINS ON PROPERTY SALES AND MINORITY INTEREST (29,383) 12,453 Equity in losses of unconsolidated real estate entities (393) (343) Gains on property sales (3) -- 13,275 Minority interest of preferred unitholders (1,400) (1,400) Minority interest of common unitholders 3,877 (2,543) ------------ ------------ INCOME (LOSS) FROM CONTINUING OPERATIONS (27,299) 21,442 ------------ ------------ DISCONTINUED OPERATIONS (3) Income from discontinued operations, net of minority interest 620 2,309 Gains (losses) on properties held for sale and sold, net of minority interest 6,091 (6,731) ------------ ------------ INCOME (LOSS) FROM DISCONTINUED OPERATIONS 6,711 (4,422) ------------ ------------ NET INCOME (LOSS) (20,588) 17,020 DIVIDENDS TO PREFERRED SHAREHOLDERS (2,862) (2,862) ------------ ------------ NET INCOME (LOSS) AVAILABLE TO COMMON SHAREHOLDERS $ (23,450) $ 14,158 ============ ============ PER COMMON SHARE DATA - BASIC (4) Income (loss) from continuing operations (net of preferred dividends) $ (0.81) $ 0.50 Income (loss) from discontinued operations 0.18 (0.12) ------------ ------------ Net income (loss) available to common shareholders $ (0.63) $ 0.38 ============ ============ Dividends declared $ 0.45 $ 0.78 ============ ============ Weighted average common shares outstanding - basic 37,261,643 36,937,682 ============ ============ Weighted average common shares and units outstanding - basic 42,049,315 41,994,047 ============ ============ PER COMMON SHARE DATA - DILUTED (4) Income (loss) from continuing operations (net of preferred dividends) $ (0.81) $ 0.50 Income (loss) from discontinued operations 0.18 (0.12) ------------ ------------ Net income (loss) available to common shareholders $ (0.63) $ 0.38 ============ ============ Dividends declared $ 0.45 $ 0.78 ============ ============ Weighted average common shares outstanding - diluted 37,261,648 37,049,164 ============ ============ Weighted average common shares and units outstanding - diluted 42,049,320 42,105,529 ============ ============

================================================================================ Copyright(C) 2003 Post Apartment Homes, LP All Rights Reserved 3 ================================================================================ POST PROPERTIES, INC. NOTES TO CONSOLIDATED STATEMENTS OF OPERATIONS (1) Other expenses includes legal expenses relating to board of directors governance and transition matters, the settlement cost relating to the bankruptcy of a former technology investment and the estimated loss on the disposal of the Company's partial ownership interest in a corporate aircraft. (2) Represents the previously announced non-cash charge relating to the change in roles from executive to non-executive status of the Company's former chairman and vice-chairman of the board of directors. The amount consists of a $13,994 charge representing the discounted present value of the estimated payments to be made to these individuals under their existing employment arrangements and a $5,718 charge representing the discontinued present value of estimated net costs that may be incurred by the Company as a result of the settlement of split-dollar life insurance obligations to the individuals under their employment contracts. The estimated charge for the settlement of the split-dollar life insurance obligations may change based upon a final legal determination regarding these insurance contracts and a final settlement among the parties. (3) On January 1, 2002, the Company adopted SFAS No. 144, "Accounting for the Impairment or Disposal of Long-Lived Assets." In accordance with the provisions of SFAS No. 144, the operating results of real estate assets designated as held for sale subsequent to January 1, 2002 are included in discontinued operations in the consolidated statement of operations. Also under the provisions of SFAS No. 144, the reserves, if any, to write down the carrying value of real estate assets designated and classified as held for sale after January 1, 2002 are included in discontinued operations. All subsequent gains or additional losses on the sale of these assets are also included in discontinued operations. Additionally under SFAS No. 144, any impairment losses on assets held for continuing use are included in continuing operations. The gains or losses on the sale of real estate assets held for sale at December 31, 2001 are included in continuing operations. As a result, income from continuing operations is not comparable between the periods presented. For the three months ended March 31, 2003, income from discontinued operations included the results of operations, through the earlier of community sale date (if the community was sold between January 1, 2003 and March 31, 2003) or March 31, 2003, of two apartment communities containing 1,009 units that were classified as held for sale at December 31, 2002. For the three months ended March 31, 2002, income from discontinued operations included the results of operations of eight apartment communities containing 3,134 units and one commercial property. The revenues and expenses of these communities for the three months ended March 31, 2003 and 2002 were as follows:

THREE MONTHS ENDED MARCH 31, --------------------- 2003 2002 ------ ------ REVENUES Rental $2,173 $7,662 Other 71 264 ------ ------ Total revenues 2,244 7,926 ------ ------ EXPENSES Property operating and maintenance 805 3,054 (exclusive of items shown separately below) Depreciation -- 864 Interest 739 1,383 ------ ------ Total expenses 1,544 5,301 ------ ------ Income from discontinued operations (before minority interest) $ 700 $2,625 ====== ======

For the three months ended March 31, 2003, the Company recognized net gains from discontinued operations of $7,981 ($7,072 net of minority interest), on the sale of one community, containing 239 apartment units, reduced by losses of $1,107 ($981 net of minority interest) resulting from losses on the sale of certain land parcels and additional reserves to write-down to fair value certain other land parcels previously classified as held for sale at December 31, 2002. For the three months ended March 31, 2003, the Company recorded an impairment loss of $14,118, under the provisions of SFAS No. 144, to write down the cost of an apartment community, located in Phoenix, Arizona, to its estimated fair value, based upon a revised determination that it was more probable that this community would be marketed for sale in the near term instead of held for long-term investment. This community has not been classified as held for sale at March 31, 2003 as the Company's internal investment committee has not approved the sale of the community and no program has been initiated to actively sell the community. (4) Post Properties, Inc. is structured as an UPREIT, or Umbrella Partnership Real Estate Investment Trust. Post GP Holdings, Inc., a wholly owned subsidiary of the Company, is the sole general partner and, together with Post LP Holdings, Inc. owns the controlling interest in Post Apartment Homes, L.P., the Operating Partnership, through which the Company conducts its operations. As of March 31, 2003, there were 42,056,835 units of the Operating Partnership outstanding, of which 37,325,182, or 88.7% were owned by the Company. The diluted weighted average shares and units outstanding for the three months ended March 31, 2003 and 2002 were 42,049,320 and 42,105,529, respectively. ================================================================================ Copyright(C) 2003 Post Apartment Homes, LP All Rights Reserved 4 ================================================================================ POST PROPERTIES, INC. CALCULATION OF FUNDS FROM OPERATIONS AND FUNDS AVAILABLE FOR DISTRIBUTION (Dollars in thousands, except per share or unit data) (Unaudited) The Company uses the National Association for Real Estate Investment Trusts ("NAREIT") definition of funds from operations ("FFO"). FFO is defined by NAREIT to mean net income (loss) available to common shareholders determined in accordance with GAAP, excluding gains (or losses) from debt restructuring and sales of property, plus depreciation of real estate assets, and after adjustment for unconsolidated partnerships and joint ventures all determined on a consistent basis in accordance with GAAP. FFO is a supplemental non-GAAP financial measure. FFO presented herein is not necessarily comparable to FFO presented by other real estate companies because not all real estate companies use the same definition. The Company's FFO is comparable to the FFO of real estate companies that use the current NAREIT definition. FFO and funds available for distribution ("FAD") 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 or ability to service indebtedness or make distributions. FAD is defined as FFO less capital expenditures funded by operations. FAD is a supplemental non-GAAP financial measure. The Company believes that net income (loss) available to common shareholders is the most directly comparable GAAP measure to FFO and FAD. A reconciliation of net income (loss) available to common shareholders to FFO and FAD is provided below.

THREE MONTHS ENDED MARCH 31, ----------------------------- 2003 2002 ------------ ------------ NET INCOME (LOSS) AVAILABLE TO COMMON SHAREHOLDERS $ (23,450) $ 14,158 Minority interest of common unitholders - continuing operations (3,877) 2,543 Gains on property sales - continuing operations -- (13,275) Asset impairment charges 14,118 -- Losses (gains) on properties held for sale and sold, net of minority interest - discontinued operations (1) (6,091) 6,731 Minority interest in discontinued operations (2) 79 315 Depreciation on wholly-owned real estate assets, net (3) 21,618 19,586 Depreciation on real estate assets held in unconsolidated entities 466 138 ------------ ------------ FUNDS FROM OPERATIONS, AS DEFINED (A) 2,863 30,196 Severance charges 19,712 -- ------------ ------------ FUNDS FROM OPERATIONS, EXCLUDING SEVERANCE CHARGES (B) $ 22,575 $ 30,196 ============ ============ FUNDS FROM OPERATIONS, AS DEFINED $ 2,863 $ 30,196 Recurring capital expenditures (1,462) (1,879) Non-recurring capital expenditures (958) (547) ------------ ------------ FUNDS AVAILABLE FOR DISTRIBUTION (4) (C) 443 27,770 Severance charges 19,712 -- ------------ ------------ FUNDS AVAILABLE FOR DISTRIBUTION, EXCLUDING SEVERANCE CHARGES (4) (D) $ 20,155 $ 27,770 ============ ============ PER COMMON SHARE DATA - BASIC Funds from operations per share or unit, as defined (A/F) $ 0.07 $ 0.72 Funds available for distribution per share or unit, as defined (4) (C/F) $ 0.01 $ 0.66 Funds from operations per share or unit, excluding severance charges (B/F) $ 0.54 $ 0.72 Funds available for distribution per share or unit, excluding severance charges (4) (D/F) $ 0.48 $ 0.66 Dividends declared (E) $ 0.45 $ 0.78 Weighted average shares outstanding 37,261,643 36,937,682 Weighted average shares and units outstanding (F) 42,049,315 41,994,047 PER COMMON SHARE DATA - DILUTED Funds from operations per share or unit (A/G=W) $ 0.07 $ 0.72 Funds available for distribution per share or unit (4) (C/G=X) $ 0.01 $ 0.66 Funds from operations per share or unit, excluding severance charges (B/G=Y) $ 0.54 $ 0.72 Funds available for distribution per share or unit, excluding severance charges (4) (D/G=Z) $ 0.48 $ 0.66 Dividends declared (E) $ 0.45 $ 0.78 Weighted average shares outstanding 37,261,648 37,049,164 Weighted average shares and units outstanding (G) 42,049,320 42,105,529 - ----------------------------------------------------------------------------------------------------------------------------- DIVIDEND PAYOUT RATIO Payout ratio - funds from operations, as defined (E/W) 642.9% 108.3% Payout ratio - funds available for distribution, as defined (E/X) 4500.0% 118.2% Payout ratio - funds from operations, excluding severance charges (E/Y) 83.3% 108.3% Payout ratio - funds available for distribution, excluding severance charges (E/Z) 93.8% 118.2%

(1) For the three months ended March 31, 2003, the Company recognized net gains of $7,981 ($7,072 net of minority interest), on the sale of one community, containing 239 apartment units, reduced by losses of $1,107 ($981 net of minority interest) resulting from losses on the sale of certain land parcels and additional reserves to write-down to fair value certain other land parcels previously classified as held for sale at December 31, 2002. For the three months ended March 31, 2002, the Company recorded write downs to fair market value of $7,652 ($6,731 net of minority interest) relating to one community, containing 196 units, and one commercial property designated as held for sale during the period. (2) Represents the minority interest in earnings of discontinued operations for the periods presented. (3) Depreciation on wholly-owned real estate assets is net of the minority interest portion of depreciation in consolidated partnerships. (4) Since the Company does not add back the depreciation of non-real estate assets in its calculation of funds from operations, non-real estate related capital expenditures of $208 and $279 for the three months ended March 31, 2003 and 2002, respectively, are excluded from the calculation of funds available for distribution. ================================================================================ Copyright(C) 2003 Post Apartment Homes, LP All Rights Reserved 5 ================================================================================ POST PROPERTIES, INC. SAME STORE OPERATING RESULTS (Dollars in thousands, except per share or unit data) (Unaudited) SAME STORE OPERATING RESULTS The Company defines fully stabilized or same store communities as those which have reached stabilization prior to the beginning of the previous calendar year, adjusted by communities sold and classified as held for sale. Same store net operating income is a supplemental non-GAAP financial measure. See Table 1 on page 17 for a reconciliation of same store net operating income to GAAP income from continuing operations before equity in losses of unconsolidated entities, gains on sales of property and minority interest. The operating performance of the 67 communities containing 24,347 apartment units which were fully stabilized as of January 1, 2002, is summarized as follows:

THREE MONTHS ENDED MARCH 31, -------------------------------------- 2003 2002 % CHANGE ------- ------- --------- Rental and other revenues $64,945 $68,105 (4.6)% Property operating and maintenance expenses (excluding depreciation and amortization) 23,154 23,214 (0.3)% ------- ------- Same store net operating income $41,791 $44,891 (6.9)% ======= ======= Capital expenditures (1) Recurring: Carpet $ 563 $ 499 Other 745 951 ------- ------- Total recurring 1,308 1,450 Non-recurring 599 478 ------- ------- Total capital expenditures (A) $ 1,907 $ 1,928 (1.1)% ======= ======= Total capital expenditures per unit (A/24,347 UNITS) $ 78 $ 79 (1.3)% ======= ======= Average monthly rental rate per unit (2) $ 956 $ 1,009 (5.3)% ======= =======

(1) See Table 3 on page 18 for a reconciliation of these segment components of property capital expenditures to total recurring capital expenditures and total non-recurring capital expenditures as presented on the consolidated cash flow statements prepared under GAAP. (2) 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 divided by total units. SAME STORE OPERATING RESULTS BY MARKET - COMPARISON OF FIRST QUARTER OF 2003 TO FIRST QUARTER 2002 (Increase (decrease) from same period in prior year)

AVERAGE ECONOMIC MARKET REVENUES (1) EXPENSES (1) NOI (1) OCCUPANCY - ------ ------------ ------------- ---------- ----------- Atlanta (5.3)% 2.5 % (8.8)% 0.2 % Dallas (4.3)% (6.5)% (2.7)% (0.3)% Tampa (8.1)% (2.4)% (11.4)% (5.7)% Other (2) (0.5)% 1.9)% (1.7)% 1.9)% ----------- ------------ --------- ---------- Total (4.6)% (0.3)% (6.9)% 0.0 % =========== ============ ========= ==========

(1) See Table 2 on page 17 for a reconciliation of these components of same store net operating income and Table 1 on page 16 for a reconciliation of same store net operating income to GAAP income from continuing operations before equity in losses of unconsolidated entities, gain on sales of property and minority interest.. (2) Includes communities located in Orlando, FL; Washington, DC; Houston, TX; Charlotte, NC; Nashville, TN and Phoenix, AZ. ================================================================================ Copyright(C) 2003 Post Apartment Homes, LP All Rights Reserved 6 ================================================================================ SAME STORE OCCUPANCY BY MARKET

AVERAGE ECONOMIC OCCUPANCY (1) ---------------------- THREE MONTHS ENDED MARCH 31, PHYSICAL APARTMENT % OF ---------------------- OCCUPANCY (2) MARKET UNITS UNITS 2003 2002 MARCH 31, 2003 - ------- ------ ------- ------ ------ -------------- Atlanta 14,614 60.0% 90.3% 90.1% 91.8% Dallas 5,183 21.3% 88.8% 89.1% 91.7% Tampa 1,439 5.9% 90.2% 95.9% 93.0% Other 3,111 12.8% 91.3% 89.4% 91.9% ------ ------- ------ ------ ------ Total 24,347 100.0% 90.1% 90.1% 91.9% ====== ======= ====== ====== ======

(1) Average economic occupancy is defined as gross potential rent less vacancy losses, model expenses and bad debt expenses 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 88.8% and 88.4% for the three months ended March 31, 2003 and 2002, respectively. For the three months ended March 31, 2003 and 2002, concessions were $734 and $1,092, respectively, and employee discounts were $136 and $206, respectively. (2) Physical occupancy is defined as the number of units occupied divided by total apartment units, expressed as a percentage. SAME STORE SEQUENTIAL COMPARISON

THREE MONTHS ENDED THREE MONTHS ENDED MARCH 31, 2003 DECEMBER 31, 2002 % CHANGE ------------------ ------------------- --------- Rental and other revenues $ 64,945 $ 65,631 (1.0)% Property operating and maintenance expenses (excluding depreciation and amortization) 23,154 22,293 3.9% --------- --------- Same store net operating income (1) $ 41,791 $ 43,338 (3.6)% ========= ========= Average economic occupancy 90.1% 90.9% (0.8)% ========= ========= Average monthly rental rate per unit $ 956 $ 966 (1.0)% ========= =========

SEQUENTIAL SAME STORE OPERATING RESULTS BY MARKET - COMPARISON OF FIRST QUARTER OF 2003 TO FOURTH QUARTER 2002 (Increase (decrease) between periods)

AVERAGE ECONOMIC MARKET REVENUES (1) EXPENSES (1) NOI (1) OCCUPANCY - --------------- -------------- --------------- ------------ ------------- Atlanta (1.5)% (1.6)% (1.5)% (1.1)% Dallas (0.4)% 13.7 % (8.2)% (0.2)% Tampa (1.4)% 5.7 % (5.4)% (1.1)% Other (2) 0.2 % 10.5 % (4.7)% (0.5)% ----------- ------------- --------- ---------- Total (1.0)% 3.9 % (3.6)% (0.8)% =========== ============ ========== ===========

(1) See Table 2 on page 17 for a reconciliation of these components of same store net operating income and Table 1 on page 17 for a reconciliation of same store net operating income to GAAP income from continuing operations before equity in loses of unconsolidated entities, gains on sale of property and minority interest. (2) Includes communities located in Orlando, FL; Washington, DC; Houston, TX; Charlotte, NC; Nashville, TN and Phoenix, AZ. ================================================================================ Copyright(C) 2003 Post Apartment Homes, LP All Rights Reserved 7 ================================================================================ POST PROPERTIES, INC. CONSOLIDATED BALANCE SHEETS (Dollars in thousands, except per share or unit data)

MARCH 31, DECEMBER 31, 2003 2002 ----------- ----------- ASSETS Real estate assets Land $ 269,669 $ 273,058 Building and improvements 1,995,326 1,976,809 Furniture, fixtures and equipment 239,382 246,634 Construction in progress 86,388 92,945 Investments in and advances to unconsolidated real estate entities 163,933 182,285 Land held for future development 21,754 24,879 ----------- ----------- 2,776,452 2,796,610 Less: accumulated depreciation (448,341) (426,136) Assets held for sale 46,201 73,061 ----------- ----------- Total real estate assets 2,374,312 2,443,535 Cash and cash equivalents 3,811 6,390 Restricted cash 1,443 1,369 Deferred charges, net 15,195 15,584 Other assets 43,863 41,273 ----------- ----------- Total assets $ 2,438,624 $ 2,508,151 =========== =========== LIABILITIES AND SHAREHOLDERS' EQUITY Notes payable 1,384,266 $ 1,414,555 Accrued interest payable 16,450 8,994 Dividend and distribution payable 19,392 33,252 Accounts payable and accrued expenses 62,065 49,124 Security deposits and prepaid rents 7,955 8,250 ----------- ----------- Total liabilities 1,490,128 1,514,175 ----------- ----------- Minority interest of preferred unitholders in Operating Partnership 70,000 70,000 ----------- ----------- Minority interest of common unitholders in Operating Partnership 83,275 90,277 ----------- ----------- Commitments and contingencies -- -- Shareholders' equity Preferred stock, $.01 par value, 20,000,000 authorized: 8 1/2 % Series A Cumulative Redeemable Shares, liquidation preference $50 per share, 900,000 shares issued and outstanding at March 31, 2003 and December 31, 2002, respectively 9 9 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: 39,676,204 and 39,676,204 shares issued, 37,325,182 and 37,202,290 shares outstanding at March 31, 2003 and December 31, 2002, respectively 396 396 Additional paid-in capital 897,643 940,122 Accumulated earnings -- -- Accumulated other comprehensive income (15,250) (14,822) Deferred compensation (852) (639) ----------- ----------- 881,986 925,106 Less common stock in treasury, at cost, 2,351,022 shares and 2,473,914 shares at March 31, 2003 and December 31, 2002, respectively (86,765) (91,407) ----------- ----------- Total shareholders' equity 795,221 833,699 ----------- ----------- Total liabilities and shareholders' equity 2,438,624 $ 2,508,151 =========== ===========

================================================================================ Copyright(C) 2003 Post Apartment Homes, LP All Rights Reserved 8 POST PROPERTIES, INC. CONSOLIDATED DEBT SUMMARY (Dollars in thousands, except per share or unit data) (Unaudited) SUMMARY OF OUTSTANDING DEBT AT MARCH 31, 2003

WEIGHTED AVERAGE RATE (1) MARCH 31, PERCENTAGE ------------------------- TYPE OF INDEBTEDNESS BALANCE OF TOTAL 2003 2002 ---------- ---------- ------ ------ Unsecured fixed rate senior notes $ 708,000 51.14% 7.40% 7.48% Secured tax exempt variable rate notes(2) 214,380 15.49% 1.70% 1.91% Secured conventional fixed rate notes 295,147 21.32% 6.77% 7.12% Lines of credit 166,739 12.05% 2.10% 2.61% ---------- ------ ------ ------ $1,384,266 100.00% 5.75% 5.72% ========== ====== ====== ======

PERCENTAGE BALANCE OF TOTAL DEBT ---------- ------------- Total fixed rate debt $1,003,147 72.47% Total variable rate debt 381,119 27.53% ---------- ------ Total debt $1,384,266 100.00% ========== ======

DEBT MATURITIES

WEIGHTED AVERAGE RATE AGGREGATE DEBT MATURITIES BY YEAR (3) AMOUNT ON DEBT MATURITIES(1) ---------- --------------------- Remainder of 2003 $ 103,149 7.24% 2004 27,094 7.04% 2005 204,402 7.83% 2006 79,732 6.98% 2007 112,178 7.16% 2008 and thereafter 690,972 5.36% ---------- $1,217,527 ==========

DEBT STATISTICS

THREE MONTHS ENDED MARCH 31, -------------------- 2003 2002 ---- ---- Interest coverage ratio(4)(5) 2.7x 3.5x Fixed charge coverage ratio(4)(6) 2.1x 2.6x Total debt as a % of undepreciated real estate(7) 48.8% 47.7% Total debt as a % of undepreciated real estate (adjusted for joint venture partner's share of debt)(7) 47.1% 46.6%

(1) Weighted average rate includes credit enhancements and other fees, where applicable. The weighted average rates for the three months ended March 31, 2002 are based on the debt outstanding for that period. (2) The Company has purchased interest rate cap arrangements that limit the Company's exposure to increases in the base rate to 5.00 percent. (3) Excludes outstanding balances on lines of credit of $166,739 maturing in 2004. (4) Calculated for the three months ended March 31, 2003 and 2002. (5) Interest coverage ratio is defined as net income available for debt service divided by interest expense. For purposes of this calculation, net income available for debt service represents income from continuing operations, before preferred or common minority interest, gains on property sales, severance and asset impairment charges, interest expense, depreciation and amortization. Net income available for debt service was also adjusted for the Company's share of depreciation and interest expense from unconsolidated entities and interest expense used in the calculation was adjusted to include the Company's share of interest expense from unconsolidated entities. The calculation of the interest coverage ratio is a non-GAAP financial measure. A reconciliation of net income available for debt service to income from continuing operations and interest expense to consolidated interest expense is included Table 5 on page 19. (6) Fixed charge coverage ratio is defined as net income available for debt service divided by interest expense plus dividends to preferred shareholders and distributions to preferred unitholders. For purposes of this calculation, net income available for debt service represents earnings from continuing operations, before preferred or common minority interest, gains on property sales, severance and asset impairment charges, interest expense, depreciation and amortization. Net income available for debt service was also adjusted for the Company's share of depreciation and interest expense from unconsolidated entities and interest expense used in the calculation was adjusted to include the Company's share of interest expense from unconsolidated entities. The calculation of the fixed coverage ratio is a non-GAAP financial measure. A reconciliation of net income available for debt service to income from continuing operations and fixed charges to consolidated interest expense plus preferred dividends to shareholders and preferred distributions to unitholders is included Table 5 on page 19. (7) At March 31, 2003, the Company has provided construction financing to three unconsolidated development joint ventures with the New York State Common Retirement Fund. 100% of this financing is included in the Company's debt and its real estate assets. At March 31, 2003 and 2002, the venture partner's share of the construction loans was $90,214 and $61,563, respectively. A computation of the debt ratios is included Table 5 on page 19. Copyright (C) Post Apartment Homes, LP All Rights Reserved 9 POST PROPERTIES, INC. CONSOLIDATED DEBT SUMMARY (CONT.) (Dollars in thousands, except per share or unit data) (Unaudited) FINANCIAL DEBT COVENANTS - SENIOR UNSECURED PUBLIC NOTES

ACTUAL RATIO AS OF COVENANT REQUIREMENT(1) MARCH 31, 2003 ----------------------- -------------- Consolidated Debt to Total Assets cannot exceed 60% 48% Secured Debt to Total Assets cannot exceed 40% 18% Consolidated Income Available for Debt Service Charge must be at least 1.50/1 2.71/1 Total Unencumbered Assets to Unsecured Debt must be at least 1.50/1 2.44/1

(1) A summary of the public debt covenant calculations and reconciliations of the financial components used in the public debt covenant calculations to the most comparable GAAP financial measures are detailed below. RATIO OF CONSOLIDATED DEBT TO TOTAL ASSETS

AS OF MARCH 31, 2003 -------------- Consolidated debt, per balance sheet (A) $ 1,384,266 =========== Total assets, as defined (B) (Table A) $ 2,888,003 =========== Computed ratio (A/B) 48% =========== Required ratio (cannot exceed) 60% =========== RATIO OF SECURED DEBT TO TOTAL ASSETS Secured conventional fixed rate notes $ 295,147 Secured tax exempt variable rate notes 214,380 ----------- Total secured debt (C) $ 509,527 =========== Computed ratio (C/B) 18% =========== Required ratio (cannot exceed) 40% =========== RATIO OF TOTAL UNENCUMBERED ASSETS TO UNSECURED DEBT Consolidated debt, per balance sheet (A) $ 1,384,266 Total secured debt (C) (509,527) ----------- Total unsecured debt (D) $ 874,739 =========== Total unencumbered assets, as defined (E) (Table A) $ 2,138,509 =========== Computed ratio (E/D) 2.44x =========== Required minimum ratio 1.50x =========== RATIO OF CONSOLIDATED INCOME AVAILABLE FOR DEBT SERVICE TO ANNUAL DEBT SERVICE CHARGE Consolidated Income Available for Debt Service, as defined (F) (Table B) $ 179,320 =========== Annual Debt Service Charge, as defined (G) (Table B) $ 66,244 =========== Computed ratio (F/G) 2.71x =========== Required minimum ratio 1.50x ===========

Copyright (C) Post Apartment Homes, LP All Rights Reserved 10 POST PROPERTIES, INC. CONSOLIDATED DEBT SUMMARY (CONT.) (Dollars in thousands, except per share or unit data) (Unaudited) TABLE A CALCULATION OF TOTAL ASSETS AND TOTAL UNENCUMBERED ASSETS FOR PUBLIC DEBT COVENANT COMPUTATIONS

AS OF MARCH 31, 2003 -------------- Total real estate assets $ 2,374,312 Add: Accumulated depreciation 448,341 Accumulated depreciation - assets held for sale 16,336 Other tangible assets (cash, restricted cash, other assets, exclusive of receivables) 49,014 ----------- Total assets for public debt covenant computations 2,888,003 Less: Encumbered real estate assets (749,494) ----------- Total unencumbered assets for public debt covenant computations $ 2,138,509 ===========

TABLE B CALCULATION OF CONSOLIDATED INCOME AVAILABLE FOR DEBT SERVICE AND ANNUAL DEBT SERVICE CHARGE FOR PUBLIC DEBT COVENANT COMPUTATIONS (a)

THREE MONTHS ENDED CONSOLIDATED INCOME AVAILABLE FOR DEBT SERVICE MARCH 31, 2003 -------------- Net loss $ (20,588) Deduct: Minority interests (1,615) --------- Loss before minority interest (22,203) Add: Depreciation 22,728 Amortization of deferred financing costs 788 Severance charges 19,712 Asset impairment charge 14,118 Interest expense 16,561 Less: Gains on property sales (before minority interest) (6,874) --------- Consolidated income available for debt service $ 44,830 ========= Consolidated income available for debt service (annualized) $ 179,320 ========= ANNUAL DEBT SERVICE CHARGE Consolidated interest expense $ 16,561 ========= Annual Debt Service Charge (interest expense annualized) $ 66,244 =========

(a) The actual calculation of these ratios requires the use of annual trailing financial data. These computations reflect annualized first quarter 2003 results for comparison and presentation purposes. The computations using annual trailing financial data also reflect compliance with the debt covenants. Copyright (C) Post Apartment Homes, LP All Rights Reserved 11 POST PROPERTIES, INC. SUMMARY OF CONSTRUCTION AND INITIAL LEASE-UP COMMUNITIES

ESTIMATED AMOUNT CONSTRUCTION SPENT QUARTER OF QUARTER OF NUMBER OF COST AS OF CONSTRUCTION FIRST UNITS METROPOLITAN AREA UNITS ($ IN MILLIONS) 3/31/2003 START AVAILABLE ----------------- --------- --------------- --------- ------------ ----------- WHOLLY OWNED CONSTRUCTION/LEASE-UP COMMUNITIES NEW YORK CITY, NY Post Toscana(TM) 199 $ 93 $ 85 1Q '02 1Q '03 --- ----- ----- SUBTOTAL WHOLLY-OWNED CONSTRUCTION/LEASE-UP COMMUNITIES 199 $ 93 $ 85 --- ----- ----- CO-INVESTMENT CONSTRUCTION/LEASE-UP COMMUNITIES PASADENA, CA Post Paseo Colorado (3) 391 $ 76 $ 75 2Q '00 1Q '02 WASHINGTON D.C Post Massachusetts Avenue(TM)(3) 269 $ 73 $ 70 2Q '01 4Q '02 --- ----- ----- SUBTOTAL CO-INVESTMENT CONSTRUCTION/LEASE-UP COMMUNITIES 660 $ 149 $ 145 --- ----- ----- CONSTRUCTION TOTALS 859 $ 242 $ 230 === ===== ===== LESS PARTNERS' PORTION $ (97) $ (94) ----- ----- POST PROPERTIES' FUNDING COMMITMENT $ 145 $ 136 ===== ===== WEIGHTED AVERAGE PROJECTED PROPERTY NET OPERATING INCOME AS A % OF TOTAL ESTIMATED CONSTRUCTION COST(4) 7.5% =====

ESTIMATED QUARTER OF % % STABILIZED LEASED OCCUPIED METROPOLITAN AREA OCCUPANCY(1) 5/3/2003 5/3/2003 ----------------- ------------ -------- -------- WHOLLY OWNED CONSTRUCTION/LEASE-UP COMMUNITIES NEW YORK CITY, NY Post Toscana(TM) 2Q '04 26.1% 15.6% SUBTOTAL WHOLLY-OWNED CONSTRUCTION/LEASE-UP COMMUNITIES CO-INVESTMENT CONSTRUCTION/LEASE-UP COMMUNITIES PASADENA, CA Post Paseo Colorado (3) 2Q '03 88.0% 84.7% WASHINGTON D.C Post Massachusetts Avenue(TM)(3) 4Q '03 46.8% 36.1% SUBTOTAL CO-INVESTMENT CONSTRUCTION/LEASE-UP COMMUNITIES CONSTRUCTION TOTALS LESS PARTNERS' PORTION POST PROPERTIES' FUNDING COMMITMENT WEIGHTED AVERAGE PROJECTED PROPERTY NET OPERATING INCOME AS A % OF TOTAL ESTIMATED CONSTRUCTION COST(4)

(1) The Company defines stabilized occupancy as the earlier to occur of (i) the attainment of 95% physical occupancy on the first day of any month or (ii) one year after completion of construction. (2) These communities are being developed as a joint venture (Post equity ownership is 35%). (3) The calculation represents the aggregate projected unlevered property net operating income to be earned by each community in its first year of stabilized operations divided by aggregate estimated construction costs of the communities. The Company uses property net operating income as a management tool to measure the operating performance of its communities. Copyright (C) Post Apartment Homes, LP All Rights Reserved 12 POST PROPERTIES, INC. ASSET SALES SUMMARY

GROSS PROCEEDS GROSS PROPERTY NAME/PERIOD LOCATION YEAR BUILT PER UNIT PROCEEDS - -------------------- ----------------- -------------- -------------- -------- Q1 2002 Post Bay(R) Tampa, FL 1988 $ 58,013 Post Court(R)(FL) Clearwater, FL 1991 70,175 Post & Paddock (Industrial) Grand Prairie, TX 1986 (1) $ 41,900,000 Q2 2002 Post Village(R)(FL) Tampa, FL 1989-1991 $ 59,175 Post Commons(TM) Dallas, TX 1985 58,228 Post Residences(TM)(2) Dallas, TX 1986 91,327 Post Parkwood(R)(TX) Dallas, TX 1962-1970 73,958 Towne Crossing (Retail) Mesquite, TX 1985 (1) $100,725,000 Q3 2002 Post Ascension(R) Arlington, TX 1985-1995 $ 59,880 $ 10,000,000 Q4 2002 Post Fountains(TM) Orlando, FL 1988 $ 59,843 $ 30,400,000 ------------ 2002 YTD Total $183,025,000 ============ Q1 2003 Post West Avenue(3) Austin, TX 2000 $ 126,360 $ 30,200,000(4) ============ Weighted Average Cap Rate - Apartment Assets 8.04%(5) ============

(1) Commercial property acquired in the Columbus Realty Trust merger. (2) Includes approximately 14,000 square feet of retail space. (3) Includes approximately 7,400 square feet of retail space. (4) Excludes approximately $8.6 million in proceeds from the sale of land in Tampa, FL and Austin, TX. (5) Based on prior calendar year's net operating income after adjustments for management fee (3.0%) and capital reserves ($300/unit). Copyright (C) Post Apartment Homes, LP All Rights Reserved 13 POST PROPERTIES, INC. CAPITALIZED COSTS SUMMARY (Dollars in thousands, except per share or unit data) (Unaudited) The Company has a policy of capitalizing those expenditures relating to the acquisition of new assets and the development and construction of new apartment communities. In addition, the Company capitalizes expenditures that enhance the value of existing assets and expenditures that substantially extend the life of existing assets. All other expenditures necessary to maintain a community in ordinary operating condition are expensed as incurred. Additionally, for new development communities, carpet, vinyl and blind replacements are expensed as incurred during the first five years (which corresponds to the estimated depreciable life of these assets) after construction completion. Thereafter, these replacements are capitalized. Further, the Company expenses as incurred all interior and exterior painting of communities. The Company capitalizes interest, real estate taxes, and certain internal personnel and associated costs related to apartment communities under development and construction. The internal personnel and associated costs are capitalized to the projects under development based upon the effort identifiable with such projects. 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 are reflected on the balance sheet as construction in progress. The Company ceases the capitalization of such costs as the residential units in a community become substantially complete and available for occupancy. This results in a proration of these costs between amounts that are capitalized and expensed as the residential units in a development community become available for occupancy. In addition, prior to the completion of units, the Company expenses as incurred substantially all operating expenses (including pre-opening marketing as well as property management and leasing personnel expenses) of such communities. A summary of community development improvements and other capitalized expenditures for the three months ended March 31, 2003 and 2002 is detailed below.

THREE MONTHS ENDED MARCH 31, ------------------------ 2003 2002 ------- ------- NEW COMMUNITY DEVELOPMENT AND ACQUISITION ACTIVITY $14,112 $48,148 NON-RECURRING CAPITAL EXPENDITURES Revenue generating additions and improvements (1) 89 327 Other community additions and improvements (2) 958 547 RECURRING CAPITAL EXPENDITURES Carpet replacements and other community additions and improvements (3) 1,462 1,879 Corporate additions and improvements 208 279 ------- ------- $16,829 $51,180 ======= ======= OTHER DATA Capitalized interest $ 1,869 $ 4,433 ======= ======= Capitalized personnel and associated costs (4) $ 600 $ 1,383 ======= =======

(1) Represents expenditures for major renovations of communities, water sub-metering equipment and other unit upgrade costs that enhance the rental value of such units. (2) Represents property improvement expenditures that generally occur less frequently than on an annual basis. (3) Represents property improvement expenditures of a type that are expected to be incurred on an annual basis. (4) Reflects personnel and associated costs capitalized to construction and development activities. Copyright (C) Post Apartment Homes, LP All Rights Reserved 14 POST PROPERTIES, INC. INVESTMENTS IN UNCONSOLIDATED REAL ESTATE ENTITIES (Dollars in thousands, except per share or unit data) (Unaudited) The Company holds investments in four individual limited liability companies (the "Property LLCs") with an institutional investor. Each Property LLC owns a newly developed or under development apartment community. The Company holds a 35% equity interest in the Property LLCs. The initial estimated development costs of the apartment communities of $217,000 is being funded through member equity contributions proportionate to the members' ownership interests and through construction financing provided by the Company. The Company accounts for its investments in these Property LLCs using the equity method of accounting. The excess of the Company's investment over its equity in the underlying net assets of the Property LLCs was approximately $10,321 at March 31, 2003. This excess investment is being amortized as a reduction to earnings on a straight-line basis over the lives of the related assets. The Company provides real estate services (development, construction and property management) to the Property LLCs. The operating results of the Company include its proportionate share of net income (loss) from the investments in the Property LLCs. A summary of financial information for the Property LLCs in the aggregate is as follows:

MARCH 31, DECEMBER 31, 2003 2002 --------- ------------ Real estate assets, net $199,078 $198,854 Cash and other 3,640 2,330 -------- -------- Total assets $202,718 $201,184 ======== ======== Mortgage notes payable $ 16,977 $ -- Construction notes payable to Company (1) 138,791 160,294 Other liabilities 4,067 3,975 -------- -------- Total liabilities 159,835 164,269 Members' equity 42,883 36,915 -------- -------- Total liabilities and members' equity $202,718 $201,184 ======== ======== Company's equity investment $ 25,142 $ 21,991 ======== ======== Company's share of construction notes payable $ 54,519 $ 56,103 ======== ========

THREE MONTHS ENDED MARCH 31, ------------------------- 2003 2002 ------- ------- REVENUE Rental $ 3,246 $ 331 Other 139 72 ------- ------- Total revenues 3,385 403 ------- ------- EXPENSES Property operating and maintenance 2,019 727 Depreciation 1,333 396 Interest 1,157 259 ------- ------- Total expenses 4,509 1,382 ------- ------- Net loss $(1,124) $ (979) ======= ======= Company's share of net loss $ (393) $ (343) ======= =======

(1) All of the Company's construction financing to these unconsolidated real estate entities is included in the Company's outstanding debt and real estate assets. At March 31, 2003 and December 31, 2002, the venture partner's share of the construction loans was $90,214 and $104,191, respectively. Copyright (C) Post Apartment Homes, LP All Rights Reserved 15 At March 31, 2003, all of the apartment communities had commenced rental operations. The Company's share of the net losses from these investments is included in the accompanying consolidated financial statements. The Company has committed construction financing to three of the Property LLCs totaling $144,402 ($138,791 funded at March 31, 2003). These loans earn interest at LIBOR plus 1.75% and are secured by the apartment communities. The loans mature on dates ranging from September 2003 to November 2004 and are expected to be repaid from the proceeds of permanent project financings. In February 2003, one of the Property LLCs repaid its outstanding construction note payable to the Company of $24,071 through the proceeds from a third-party non-recourse permanent mortgage note totaling $17,000 and from member equity contributions. The mortgage note bears interest at 4.28%, requires monthly principal and interest payments based on a 30-year amortization schedule and matures in March 2008. As part of the development and construction services agreements entered into between the Company and the Property LLCs, the Company guaranteed the maximum total amount for certain construction cost categories subject to aggregate limits (approximately $19,000). At March 31, 2003, the Company had substantially completed three of the communities and had funded approximately $845 under the guarantee provisions of the agreements. The amounts funded were accounted for as part of the Company's investment in the Property LLCs. The Company's remaining maximum exposure for the fourth Property LLC totals approximately $5,200. The Company does not currently expect to be required to fund any guarantees relating to this Property LLC. Additionally, under these agreements, the Company is subject to project completion requirements, as defined. At March 31, 2003, the Company had met and believes that it will meet the remaining completion date requirements and not be subject to any additional costs. Copyright (C) Post Apartment Homes, LP All Rights Reserved 16 POST PROPERTIES, INC. RECONCILIATION OF SUPPLEMENTAL NON-GAAP FINANCIAL MEASURES (Dollars in thousands, except per share or unit data) (Unaudited) TABLE 1 RECONCILIATION OF SAME STORE NET OPERATING INCOME (NOI) TO INCOME FROM CONTINUING OPERATIONS BEFORE EQUITY IN LOSSES OF UNCONSOLIDATED ENTITIES, GAINS ON PROPERTY SALES AND MINORITY INTEREST (Dollars in thousands)

THREE MONTHS ENDED ---------------------------------------------- MARCH 31, MARCH 31, DECEMBER 31, 2003 2002 2002 --------- --------- ------------ Total same store NOI $ 41,791 $ 44,891 $ 43,338 Property NOI from other operating segments 6,356 4,040 6,849 -------- -------- -------- Consolidated property NOI 48,147 48,931 50,187 Add: Interest income 234 405 286 Minority interest in consolidated property partnerships 334 483 576 Less: Depreciation (22,728) (19,902) (23,451) Interest (16,561) (13,144) (16,343) Amortization of deferred loan costs (788) (555) (616) General and administrative (3,624) (3,765) (3,451) Other expenses (567) -- (694) Severance charges (19,712) -- -- Asset impairment charge (14,118) -- -- -------- -------- -------- Income from continuing operations before equity in losses of unconsolidated entities, gains on property sales and minority interest $(29,383) $ 12,453 $ 6,494 ======== ======== ========

TABLE 2 SAME STORE NET OPERATING INCOME (NOI) SUMMARY BY MARKET (Dollars in thousands)

THREE MONTHS ENDED -------------------------------------------------------------------------- MARCH 31, MARCH 31, DECEMBER 31, 1Q03 VS 1Q02 1Q03 VS 4Q02 2003 2002 2002 % CHANGE % CHANGE --------- --------- ------------ ------------ ------------ Rental and other revenues Atlanta $38,040 $40,161 $38,632 (5.3)% (1.5)% Dallas 13,824 14,443 13,875 (4.3)% (0.4)% Tampa 4,308 4,687 4,368 (8.1)% (1.4)% Other 8,773 8,814 8,756 (0.5)% 0.2% ------- ------- ------- Total rental and other revenues $64,945 $68,105 $65,631 (4.6)% (1.0)% ------- ------- ------- Property operating and maintenance expenses (exclusive of depreciation and amortization) Atlanta $12,716 $12,404 $12,919 2.5% (1.6)% Dallas 5,627 6,015 4,950 (6.5)% 13.7% Tampa 1,681 1,722 1,591 (2.4)% 5.7% Other 3,130 3,073 2,833 1.9% 10.5% ------- ------- ------- Total $23,154 $23,214 $22,293 (0.3)% 3.9% ------- ------- ------- Net operating income Atlanta $25,324 $27,757 $25,713 (8.8)% (1.5)% Dallas 8,197 8,428 8,925 (2.7)% (8.2)% Tampa 2,627 2,965 2,777 (11.4)% (5.4)% Other 5,643 5,741 5,923 (1.7)% (4.7)% ------- ------- ------- Total same store NOI $41,791 $44,891 $43,338 (6.9)% (3.6)% ------- ------- -------

Copyright (C) Post Apartment Homes, LP All Rights Reserved 17 TABLE 3 RECONCILIATION OF SEGMENT CASH FLOW DATA TO STATEMENTS OF CASH FLOWS (Dollars in thousands)

THREE MONTHS ENDED MARCH 31, -------------------- 2003 2002 ------ ------ Recurring capital expenditures by operating segment Same store $1,308 $1,450 Partially stabilized 46 2 Construction and lease-up 10 5 Other segments 98 422 ------ ------ Total recurring capital expenditures per statements of cash flows $1,462 $1,879 ====== ====== Non-recurring capital expenditures by operating segment Same store $ 599 $ 478 Partially stabilized 39 3 Construction and lease-up 4 1 Other segments 316 65 ------ ------ Total non-recurring capital expenditures per statements of cash flows $ 958 $ 547 ====== ======

TABLE 4 COMPUTATION OF INTEREST AND FIXED CHARGE COVERAGE RATIOS (Dollars in thousands)

THREE MONTHS ENDED MARCH 31, ----------------------- 2003 2002 -------- -------- Income (loss) from continuing operations $(27,299) $ 21,442 Minority interest of common unitholders (3,877) 2,543 Minority interest of preferred unitholders 1,400 1,400 Gain on property sales -- (13,275) Asset impairment charges 14,118 -- Depreciation expense 22,728 19,902 Depreciation (company share) of assets held in unconsolidated entities 466 138 Interest expense 16,561 13,144 Interest expense (company share) of assets held in unconsolidated entities 405 91 Amortization of deferred financing costs 788 555 Severance charges 19,712 -- -------- -------- Income available for debt service (A) $ 45,002 $ 45,940 ======== ======== Interest expense $ 16,561 $ 13,144 Interest expense (company share) of assets held in unconsolidated entities 405 91 -------- -------- Interest expense for purposes of computation (B) 16,966 13,235 Dividends and distributions to preferred shareholders and unitholders 4,262 4,262 -------- -------- Fixed charges for purposes of computation (C) $ 21,228 $ 17,497 ======== ======== Interest coverage ratio (A/B) 2.7 3.5 ======== ======== Fixed charge coverage ratio (A/C) 2.1 2.6 ======== ========

================================================================================ Copyright(C)2003 Post Apartment Homes, LP All Rights Reserved 18 TABLE 5 COMPUTATION OF DEBT RATIOS (Dollars in thousands)

AS OF AS OF MARCH 31, 2003 MARCH 31, 2002 -------------- -------------- Total real estate assets per balance sheet $ 2,374,312 $ 2,476,804 Plus: Accumulated depreciation per balance sheet 448,341 389,136 Accumulated depreciation on assets held for sale (1) 16,336 24,942 ----------- ----------- Total undepreciated real estate assets (A) 2,838,989 2,890,882 Less: Advances to unconsolidated joint ventures equal to joint venture partner's share of joint venture construction debt (90,214) (61,563) Total undepreciated real estate assets ----------- ----------- (adjusted for joint venture partner's share of debt) (B) $ 2,748,775 $ 2,829,319 =========== =========== Total debt per balance sheet (C) $ 1,384,266 $ 1,379,276 Less: Joint venture partner's share of joint venture construction debt (90,214) (61,563) ----------- ----------- Total debt adjusted for joint venture partner's share (D) $ 1,294,052 $ 1,317,713 =========== =========== Total debt as a % of undepreciated real estate assets (C/A) 48.8% 47.7% =========== =========== Total debt as a % of undepreciated real estate assets (adjusted for joint venture partner's share of debt) (D/B) 47.1% 46.6% =========== ===========

================================================================================ Copyright(C)2003 Post Apartment Homes, LP All Rights Reserved 19 -----END PRIVACY-ENHANCED MESSAGE-----

EX-99.1

                                                                    EXHIBIT 99.1


Contact: Janie Maddox
         Post Properties, Inc.
         (404) 846-5056

                POST PROPERTIES ANNOUNCES FIRST QUARTER EARNINGS
     Investor/Analyst Conference Call Scheduled for May 6 at 10:00 a.m. EDT

ATLANTA, May 5, 2003 - Post Properties, Inc. (NYSE: PPS) announced today that
its net loss available to common shareholders was $23.5 million for the first
quarter of 2003, compared to net income available to common shareholders of
$14.2 million for the first quarter of 2002. On a diluted per share basis, net
income (loss) available to common shareholders was ($0.63) for the first quarter
of 2003 compared to $0.38 in the first quarter of 2002. Included in the
company's first quarter 2003 results was a severance charge of $19.7 million
reflecting the present value of payments and other costs to be incurred by the
company in connection with employment agreements with the company's former
chairman and vice chairman, consistent with a press release issued by the
company on February 21, 2003. This severance charge included approximately $14.0
million related to ongoing compensation and benefits and approximately $5.7
million related to the estimated future costs of the settlement of the
split-dollar life insurance obligations under the existing contracts. In
addition, first quarter 2003 results included a non-cash asset impairment charge
of $14.1 million, in accordance with SFAS No. 144, to write-down to fair value
an apartment community, located in Phoenix, AZ, that is likely to be marketed
for sale in the relatively near term as part of the company's strategy to exit
non-strategic markets. Excluding the severance charge of $19.7 million and the
asset impairment charge of $14.1 million, net income available to common
shareholders was $6.5 million or $0.18 per diluted share for the first quarter
of 2003, compared to the reported $14.2 million or $0.38 per diluted share for
the first quarter of 2002. Net income available to common shareholders,
excluding severance and asset impairment charges is a supplemental non-GAAP
financial measure. A reconciliation of this supplemental measure to GAAP net
income is included in the financial data accompanying this press release.

Funds from operations (FFO) for the first quarter of 2003 totaled $2.9 million
or $0.07 per diluted share compared to $30.2 million or $0.72 per diluted share
in the first quarter of 2002. Excluding the severance charges discussed above,
FFO for the first quarter of 2003 totaled $22.6 million or $0.54 per diluted
share. FFO is a supplemental non-GAAP financial measure used by real estate
investment trusts to measure and compare operating performance. A reconciliation
of FFO to GAAP net income is included in the financial data accompanying this
press release.



Total revenues from continuing operations were $82.0 million for the first
quarter of 2003, compared to $82.2 million for the first quarter of 2002.

Mr. Stockert, Chief Executive Officer of Post Properties, said, "Despite ongoing
challenges in our key markets, Post continues on the right track. Our operating
performance for the first quarter was consistent with our prior guidance, after
adjusting for non-cash charges."

Mr. Stockert also noted that, "In the past year, we have made significant
strides in cutting costs and in bringing Post's development exposure to a level
consistent with current market conditions. We are continuing to focus our
geographic footprint by selling older assets in our most concentrated markets
and exiting many of our single-asset markets. We believe that we are on course
to meet our asset sales targets for the year and we are applying the cash from
these sales to reduce debt and further strengthen the balance sheet."

MATURE COMMUNITY DATA

In the first quarter of 2003, average economic occupancy at the company's 67
mature (same store) communities, containing 24,347 apartment units, was 90.1%
compared to 90.1% in the first quarter of 2002.

Total revenues for the mature communities decreased 4.6% during the first
quarter of 2003 compared to the first quarter of 2002, while operating expenses
decreased 0.3%, resulting in a 6.9% decline in net operating income (NOI) or
$3.1 million ($0.07 per diluted share). NOI is defined as property rental and
other revenues less direct property operating expenses. NOI excludes interest,
depreciation and corporate general and administrative expenses. Same store net
operating income is a supplemental non-GAAP financial measure. A reconciliation
of same store net operating income to the comparable GAAP financial measure is
included in the financial data accompanying this press release.

ASSET SALES

During the quarter, the company sold its only community in Austin, TX, Post West
Avenue Lofts(TM), along with an adjacent land parcel. The sale produced over $33
million of net proceeds and completed the company's exit of the Austin market.
As is its practice, the company used a competitive bid process to achieve the
highest price from a number of qualified bidders, in this case achieving a price
per square foot for the apartment community in excess of $140.



Since launching its self-funding strategy in 2000, the company has raised more
than $575 million in net proceeds from asset sales. More than 70% of these
proceeds were generated from the sale of properties in the company's three
largest markets: Atlanta, Dallas and Tampa. The average age of the communities
sold has been 12 years.

The company is currently under contract to sell two additional properties,
including one held by an unconsolidated equity investment entity (one in a core
market, and the other in Pasadena, CA), and expects to close both transactions
in the second quarter. These two pending transactions are expected to result in
net proceeds from asset sales for the first half of 2003 of more than $130
million.

DEBT ISSUANCE

On February 26, 2003, one of the company's unconsolidated equity investment
entities closed a $17 million loan with a life insurance company. The loan is
secured by Post Peachtree(TM) in Atlanta, GA. Payments of principal and interest
will be based upon an interest rate of 4.28% per annum and a 30-year
amortization schedule, with the balance due on March 10, 2008. The company
received 100% of the loan proceeds from the joint venture as a payment towards
the principal of the company's construction note to the joint venture. The net
proceeds were used by the company to repay outstanding indebtedness.

DEVELOPMENT AND LEASE-UP

The company has completed the lease-ups of Post Peachtree(TM) in Atlanta, GA,
Phase III of Post Harbour Place(TM) in Tampa, FL and Post Luminaria(TM) in New
York City.

Post Peachtree(TM) is a 16-story tower with 121 units located in Atlanta's
Buckhead District. The development is structured as a joint venture with Post
owning a 35% equity interest. As of May 3, 2003, it was 91% leased. Phase III of
Post Harbour Place(TM) consists of 259 apartment homes located on the north side
of Harbour Island across Garrison Channel from downtown Tampa. As of May 3,
2003, it was 95% leased. Post Luminaria(TM) is a 20-story tower consisting of
138 apartment homes located at 385 First Avenue in Manhattan. The development is
structured as a joint venture with Post contributing approximately two-thirds of
the equity to the venture and the landowner contributing the balance. As of May
3, 2003, the community was 95% leased.



OUTLOOK

The estimates presented below are forward-looking and are based on current
apartment market and general economic conditions and other risks outlined below.
Management believes that the company's net income per diluted share for the
second quarter of 2003 will be in a range of $0.62 to $0.64. This net income per
diluted share estimate includes estimated gains on property sales of $0.75 to
$0.77 per diluted share, estimated severance costs associated with two
executives departing the company in the second quarter of approximately $0.04
per diluted share and costs associated with the on-going proxy contest of
approximately $0.09 to $0.11 per diluted share. Management believes that the
company's FFO per share for the second quarter of 2003 will be in a range of
$0.38 to $0.40 and that FFO per share, excluding severance costs and the cost of
the proxy contest will be in a range of $0.52 to $0.54. A reconciliation of our
projected net income per diluted share to our projected FFO per diluted share
excluding severance costs and the costs of the proxy contest for the second
quarter of 2003 is included in the financial data accompanying this press
release.

SUPPLEMENTAL FINANCIAL DATA

The company also produces Supplemental Financial Data (the Supplemental Package)
that provides detailed information regarding the company's operating results and
balance sheet. The Supplemental Package is available through the company's web
site at "http://www.postproperties.com/posthome.nsf/ExtList/2003-1QFinancials".
The ability to access the attachments on the company's web site requires the
Adobe Acrobat 4.0 Reader, which may be downloaded at
http://www.adobe.com/products/acrobat/readstep.html.

CONFERENCE CALL INFORMATION

The company will hold its quarterly conference call on Tuesday, May 6, at 10
a.m. EDT. The telephone numbers are 1-800-810-0924 for domestic calls and
1-913-981-4900 for international callers. Callers should reference "Post
Properties' First Quarter 2003 Earnings Call." The passcode is 654399. The
conference call will be open to the public and can be listened to live on Post's
web site at www.postproperties.com under Corporate Information/Investor Info.
The replay will begin two hours after the completion of the call and will be
available until Monday, May 12, at 11:59 p.m. EDT. The telephone numbers for the
replay are 1-888-203-1112 for domestic callers and 1-719-457-0820 for
international callers. The passcode for the replay is 654399. A replay of the
call also will be available through Monday, June 30, on Post's web site. The
financial and statistical information that will be discussed on the call is
contained in this press release and the Supplemental Package, both of which will


be available on the company's website at
"http://www.postproperties.com/posthome.nsf/ExtList/2003-1QFinancials" prior to
the quarterly conference call.

Post Properties, Inc., a leading developer and operator of upscale apartment
communities in the United States, pioneered building and branding resort-style
garden apartments for more than 30 years. Post now also focuses on the creation
of high-quality, high-density, live-work-walk neighborhoods in infill locations
in major urban markets. The company has been recognized locally, nationally and
internationally for building better neighborhoods and the preservation of
historic buildings. Operating as a self-administered and self-managed equity
real estate investment trust (REIT), the company's primary business consists of
developing and managing Post(R) brand-name apartment communities.

Nationwide, Post Properties owns approximately 30,078 apartment homes in 80
communities, including 859 units currently under development.

FORWARD LOOKING STATEMENT:

Certain statements made in this press release and other written or oral
statements made by or on behalf of the company, may constitute "forward-looking
statements" within the meaning of the federal securities laws. Statements
regarding future events and developments and the company's future performance,
as well as management's expectations, beliefs, plans, estimates or projections
relating to the future, are forward-looking statements within the meaning of
these laws. Examples of such statements in this press release include the
company's plans to sell certain assets and the company's projected net income
(loss) per diluted share and projected FFO per diluted share for the second
quarter. All forward-looking statements are subject to certain risks and
uncertainties that could cause actual events to differ materially from those
projected. Management believes that these forward-looking statements are
reasonable; however, you should not place undue reliance on such statements.
These statements are based on current expectations and speak only as of the date
of such statements. The company undertakes no obligation to publicly update or
revise any forward-looking statement, whether as a result of future events, new
information or otherwise.

The following are some of the factors that could cause the company's actual
results to differ materially from the expected results described in the
company's forward-looking statements: the company's ability to successfully
defend against Mr. William's proxy contest; future local and national economic
conditions, including changes in job growth, interest rates, the availability of
financing and other factors; demand for apartments in the company's markets and
the effect on occupancy and rental rates; the impact of



competition on the company's business, including competition for tenants and
development locations; the company's ability to obtain financing or self-fund
the development of additional apartment communities; the uncertainties
associated with the company's current real estate development, including actual
costs exceeding the company's budgets or development periods exceeding
expectations; uncertainties associated with the timing and amount of asset sales
and the resulting gains/losses associated with such asset sales; conditions
affecting ownership of residential real estate and general conditions in the
multi-family residential real estate market; the effects of changes in
accounting policies and other regulatory matters detailed in the company's
filings with the Securities and Exchange Commission and uncertainties of
litigation; and the company's ability to continue to qualify as a real estate
investment trust under the Internal Revenue Code. Other important risk factors
regarding the company are included under the caption "Risk Factors" in the
company's Annual Report on Form 10-K for the year ended December 31, 2002 and
may be discussed in subsequent filings with the SEC. The risk factors discussed
in such Form 10-K under the caption "Risk Factors" are specifically incorporated
by reference into this press release.





FINANCIAL HIGHLIGHTS
(Unaudited; in thousands, except per share amounts)



                                                                                      THREE MONTHS ENDED
                                                                                          MARCH 31,
                                                                                -------------------------------
                                                                                     2003            2002
                                                                                -------------------------------
OPERATING  DATA
                                                                                             
Revenues                                                                            $ 82,007           $82,186
Net income (loss) available to common shareholders                                   (23,450)           14,158
Net income available to common shareholders, excluding severance and asset
   impairment charges (Table 1)                                                        6,527            14,158
Funds from operations (Table 2)                                                        2,863            30,196
Funds from operations, excluding severance charges (Table 2)                          22,575            30,196

Weighted average shares outstanding - diluted                                         37,262            37,049
Weighted average shares and units outstanding - diluted                               42,049            42,106

PER COMMON SHARE DATA - DILUTED
Net income (loss) available to common shareholders                                  $  (0.63)          $  0.38
Net income available to common shareholders, excluding severance and asset
   impairment charges (Table 1)                                                         0.18              0.38
Funds from operations (Table 2)                                                         0.07              0.72
Funds from operations, excluding severance charges (Table 2)                            0.54              0.72
Dividends declared                                                                      0.45              0.78



TABLE 1

RECONCILIATION OF NET INCOME (LOSS) AVAILABLE TO COMMON SHAREHOLDERS TO NET
INCOME AVAILABLE TO COMMON SHAREHOLDERS, EXCLUDING SEVERANCE AND ASSET
IMPAIRMENT CHARGES
(Unaudited; in thousands, except per share amounts)




                                                                                       THREE MONTHS ENDED
                                                                                            MARCH 31,
                                                                               -------------------------------
                                                                                     2003              2002
                                                                               -------------------------------
                                                                                              
Net income (loss) available to common shareholders                                  $(23,450)          $14,158
Severance charges                                                                     19,712                --
Asset impairment charge                                                               14,118                --
Minority interest impact of charges (computed at 11.39%)                              (3,853)               --
                                                                               -------------------------------
Net income available to common shareholders, excluding severance and asset
  impairment charges                                                                $  6,527           $14,158
                                                                               ===============================
Weighted average shares outstanding - diluted                                         37,262            37,049
                                                                               ===============================
Net income available to common shareholders, excluding severance and asset
  impairment charges - per diluted share                                            $   0.18           $  0.38
                                                                               ===============================



TABLE 2
RECONCILIATION OF NET INCOME (LOSS) TO FUNDS FROM OPERATIONS
(Unaudited; in thousands, except per share amounts)



                                                                                  THREE MONTHS ENDED
                                                                                       MARCH 31,
                                                                            -------------------------------
                                                                                 2003               2002
                                                                            -------------------------------
                                                                                           
NET INCOME (LOSS) AVAILABLE TO COMMON SHAREHOLDERS                              $(23,450)          $ 14,158
Minority interest of common unitholders - continuing operations                   (3,877)             2,543
Gains on property sales - continuing operations                                       --            (13,275)
Asset impairment charge                                                           14,118                 --
Gains on properties held for sale and sold, net of minority interest -
discontinued operations                                                           (6,091)             6,731
Minority interest in discontinued operations                                          79                315
Depreciation on wholly-owned real estate assets, net                              21,618             19,586
Depreciation on real estate assets held in unconsolidated entities                   466                138
                                                                            -------------------------------
FUNDS FROM OPERATIONS (1)                                                          2,863             30,196
Severance charges                                                                 19,712                 --
                                                                            -------------------------------
FUNDS FROM OPERATIONS, EXCLUDING SEVERANCE CHARGES                              $ 22,575           $ 30,196
                                                                            ===============================
Weighted average shares and units outstanding - diluted                           42,049             42,106
                                                                            ===============================
Funds from operations - per diluted share                                       $   0.07           $   0.72
                                                                            ===============================
Funds from operations, excluding severance charges - per diluted share          $   0.54           $   0.72
                                                                            ===============================



(1)  The Company uses the National Association of Real Estate Investment Trust
     ("NAREIT") definition of Funds from Operations ("FFO"). FFO is defined to
     mean net income available to common shareholders determined in accordance
     with GAAP, excluding gains (or losses) from debt restructuring and sales of
     property, plus depreciation of real estate assets, and after adjustments
     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.



TABLE 3

RECONCILIATION OF SAME STORE NET OPERATING INCOME (NOI) TO INCOME FROM
CONTINUING OPERATIONS BEFORE EQUITY IN LOSSES OF UNCONSOLIDATED ENTITIES, GAINS
ON PROPERTY SALES AND MINORITY INTEREST
(Dollars in thousands)



                                                                                    THREE MONTHS ENDED
                                                                                 -------------------------
                                                                                 MARCH 31,        MARCH 31,
                                                                                   2003             2002
                                                                                 --------         --------
                                                                                            
Total same store NOI                                                             $ 41,791         $ 44,891
Property NOI from other operating segments                                          6,356            4,040
                                                                                 --------         --------
Consolidated property NOI                                                          48,147           48,931
Add:

   Interest income                                                                    234              405
Less:
   Depreciation                                                                   (22,728)         (19,902)
   Interest                                                                       (16,561)         (13,144)
   Amortization of deferred loan costs                                               (788)            (555)
   General and administrative                                                      (3,624)          (3,765)
   Minority interest in consolidated property partnerships                            334              483
   Other expenses                                                                    (567)              --
   Severance charges                                                              (19,712)              --
   Asset impairment charge                                                        (14,118)              --
                                                                                 --------         --------
Income from Continuing Operations  before Equity in Losses of
   Unconsolidated Entities, Gains on Property Sales and Minority Interest        $(29,383)        $ 12,453
                                                                                 ========         ========


TABLE 4
SAME STORE NET OPERATING INCOME (NOI) SUMMARY BY MARKET
(Dollars in thousands)



                                                               THREE MONTHS ENDED
                                                  ---------------------------------------------
                                                   MARCH 31,           MARCH 31,
                                                     2003                 2002        % CHANGE
                                                  ---------------------------------------------
                                                                            
Rental and other revenues
  Atlanta                                           $  38,040           $  40,161       (5.3)%
  Dallas                                               13,824              14,443       (4.3)%
  Tampa                                                 4,308               4,687       (8.1)%
  Other                                                 8,773               8,814       (0.5)%
                                                    -----------------------------
    Total rental and other revenues                 $  64,945           $  68,105       (4.6)%
                                                    -----------------------------

Property operating and maintenance expenses
  (exclusive of depreciation and amortization)
  Atlanta                                           $  12,716           $  12,404        2.5%
  Dallas                                                5,627               6,015       (6.5)%
  Tampa                                                 1,681               1,722       (2.4)%
  Other                                                 3,130               3,073        1.9%
                                                    -----------------------------
    Total                                           $  23,154           $  23,214       (0.3)%
                                                    -----------------------------
Net operating income
  Atlanta                                           $  25,324           $  27,757       (8.8)%
  Dallas                                                8,197               8,428       (2.7)%
  Tampa                                                 2,627               2,965      (11.4)%
  Other                                                 5,643               5,741       (1.7)%
                                                    -----------------------------
    Total same store NOI                            $  41,791           $  44,891       (6.9)%
                                                    -----------------------------






TABLE 5

RECONCILIATION OF FORECASTED NET INCOME PER SHARE TO FORECASTED FUNDS FROM
OPERATIONS, EXCLUDING SEVERANCE AND PROXY COSTS, PER SHARE

(Dollars in thousands)



                                                           THREE MONTHS ENDED
                                                             JUNE 30, 2003
                                                      --------------------------
                                                      LOW RANGE       HIGH RANGE
                                                      --------------------------
                                                                
Forecasted net income, per share                        $ 0.62           0.64
Forecasted gains on property sales, per share            (0.75)         (0.77)
Forecasted depreciation, per share                        0.51           0.53
                                                        ------------------------
Forecasted funds from operations, per share               0.38           0.40
Forecasted severance and proxy costs, per share           0.14           0.14
                                                        ------------------------
Forecasted funds from operations, excluding severance
  and proxy costs, per share                            $ 0.52          $0.54
                                                        ========================




                                      # # #

EX-99.2

================================================================================
                                                                    EXHIBIT 99.2








                             [POST PROPERTIES LOGO]


                               FIRST QUARTER 2003
                           Supplemental Financial Data







Post Properties, Inc., is a leading developer and operator of upscale apartment
communities in the United States. Post has pioneered building and branding
resort-style garden apartments for more than 30 years. Post now also focuses on
the creation of high-quality, high-density, live-work-walk neighborhoods in
infill locations in major urban markets.



================================================================================
Copyright(C) 2003 Post Apartment Homes, LP All Rights Reserved


================================================================================

                               FIRST QUARTER 2003
                           Supplemental Financial Data

                                Table of Contents



                                                                                             Page
                                                                                          
Consolidated Statements of Operations ................................................         3
Calculation of Funds from Operations and Funds Available for Distribution ............         5
Same Store Operating Results .........................................................         6
Consolidated Balance Sheets ..........................................................         8
Consolidated Debt Summary ............................................................         9
Summary of Construction and Initial Lease-Up Communities .............................        12
Asset Sales Summary ..................................................................        13
Capitalized Costs Summary ............................................................        14
Investments in Unconsolidated Real Estate Entities ...................................        15
Reconciliation of Supplemental Non-GAAP Financial Measures ...........................        17












The projections and estimates given in this document and other written or oral
statements made by or on behalf of the Company, may constitute "forward-looking
statements" within the meaning of the federal securities laws. All
forward-looking statements are subject to certain risks and uncertainties that
could cause actual events to differ materially from those projected. Management
believes that these forward-looking statements are reasonable; however, you
should not place undue reliance on such statements. These statements are based
on current expectations and speak only as of the date of such statements. The
Company undertakes no obligation to publicly update or revise any
forward-looking statement, whether as a result of future events, new information
or otherwise. The following are some of the factors that could cause the
Company's actual results to differ materially from the expected results
described in the Company's forward-looking statements: the Company's ability to
successfully defend against Mr. William's proxy contest; future local and
national economic conditions, including changes in job growth, interest rates,
the availability of financing and other factors; demand for apartments in the
Company's markets and the effect on occupancy and rental rates; the impact of
competition on the Company's business, including competition for tenants and
development locations; the Company's ability to obtain financing or self-fund
the development of additional apartment communities; the uncertainties
associated with the Company's current real estate development, including actual
costs exceeding the Company's budgets or development periods exceeding
expectations; uncertainties associated with the timing and amount of asset sales
and the resulting gains/losses associated with such asset sales; conditions
affecting ownership of residential real estate and general conditions in the
multi-family residential real estate market; the effects of changes in
accounting policies and other regulatory matters detailed in the Company's
filings with the Securities and Exchange Commission and uncertainties of
litigation; and the Company's ability to continue to qualify as a real estate
investment trust under the Internal Revenue Code. Other important risk factors
regarding the Company are included under the caption "Risk Factors" in the
Company's Annual Report on Form 10-K for the year ended December 31, 2002 and
may be discussed in subsequent filings with the SEC. The risk factors discussed
in such Form 10-K under the caption "Risk Factors" are specifically incorporated
by reference into this document.


================================================================================
Copyright(C) 2003 Post Apartment Homes, LP All Rights Reserved                 2


================================================================================

                              POST PROPERTIES, INC.
                      CONSOLIDATED STATEMENTS OF OPERATIONS
              (Dollars in thousands, except per share or unit data)
                                   (Unaudited)



                                                                                               THREE MONTHS ENDED
                                                                                                      MARCH 31
                                                                                          ---------------------------------
                                                                                               2003                 2002
                                                                                          ------------         ------------
                                                                                                         
REVENUES
  Rental                                                                                  $     78,862         $     78,788
  Other                                                                                          2,911                2,993
  Interest                                                                                         234                  405
                                                                                          ------------         ------------
   Total revenues                                                                               82,007               82,186
                                                                                          ------------         ------------
EXPENSES
  Property operating and maintenance (exclusive of items shown separately below)                33,626               32,850
  Depreciation                                                                                  22,728               19,902
  Interest                                                                                      16,561               13,144
  Amortization of deferred financing costs                                                         788                  555
  General and administrative                                                                     3,624                3,765
  Minority interest in consolidated property partnerships                                         (334)                (483)
  Other (1)                                                                                        567                   --
  Severance charges (2)                                                                         19,712                   --
  Asset impairment charge (3)                                                                   14,118                   --
                                                                                          ------------         ------------
   Total expenses                                                                              111,390               69,733
                                                                                          ------------         ------------
INCOME (LOSS) FROM CONTINUING OPERATIONS BEFORE EQUITY IN LOSSES OF UNCONSOLIDATED
  ENTITIES, GAINS ON PROPERTY SALES AND MINORITY INTEREST                                      (29,383)              12,453
  Equity in losses of unconsolidated real estate entities                                         (393)                (343)
  Gains on property sales (3)                                                                       --               13,275
  Minority interest of preferred unitholders                                                    (1,400)              (1,400)
  Minority interest of common unitholders                                                        3,877               (2,543)
                                                                                          ------------         ------------
   INCOME (LOSS) FROM CONTINUING OPERATIONS                                                    (27,299)              21,442
                                                                                          ------------         ------------
DISCONTINUED OPERATIONS (3)
  Income from discontinued operations, net of minority interest                                    620                2,309
  Gains (losses) on properties held for sale and sold, net of minority interest                  6,091               (6,731)
                                                                                          ------------         ------------
   INCOME (LOSS) FROM DISCONTINUED OPERATIONS                                                    6,711               (4,422)
                                                                                          ------------         ------------
NET INCOME (LOSS)                                                                              (20,588)              17,020
DIVIDENDS TO PREFERRED SHAREHOLDERS                                                             (2,862)              (2,862)
                                                                                          ------------         ------------
NET INCOME (LOSS) AVAILABLE TO COMMON SHAREHOLDERS                                        $    (23,450)        $     14,158
                                                                                          ============         ============

PER COMMON SHARE DATA - BASIC (4)
  Income (loss) from continuing operations (net of preferred dividends)                   $      (0.81)        $       0.50
  Income (loss) from discontinued operations                                                      0.18                (0.12)
                                                                                          ------------         ------------
  Net income (loss) available to common shareholders                                      $      (0.63)        $       0.38
                                                                                          ============         ============
  Dividends declared                                                                      $       0.45         $       0.78
                                                                                          ============         ============
  Weighted average common shares outstanding - basic                                        37,261,643           36,937,682
                                                                                          ============         ============
  Weighted average common shares and units outstanding - basic                              42,049,315           41,994,047
                                                                                          ============         ============
PER COMMON SHARE DATA - DILUTED (4)
  Income (loss) from continuing operations (net of preferred dividends)                   $      (0.81)        $       0.50
  Income (loss) from discontinued operations                                                      0.18                (0.12)
                                                                                          ------------         ------------
  Net income (loss) available to common shareholders                                      $      (0.63)        $       0.38
                                                                                          ============         ============
  Dividends declared                                                                      $       0.45         $       0.78
                                                                                          ============         ============
  Weighted average common shares outstanding - diluted                                      37,261,648           37,049,164
                                                                                          ============         ============
  Weighted average common shares and units outstanding - diluted                            42,049,320           42,105,529
                                                                                          ============         ============



================================================================================
Copyright(C) 2003 Post Apartment Homes, LP All Rights Reserved                 3


================================================================================

                              POST PROPERTIES, INC.
                              NOTES TO CONSOLIDATED
                            STATEMENTS OF OPERATIONS


(1)      Other expenses includes legal expenses relating to board of directors
         governance and transition matters, the settlement cost relating to the
         bankruptcy of a former technology investment and the estimated loss on
         the disposal of the Company's partial ownership interest in a corporate
         aircraft.

(2)      Represents the previously announced non-cash charge relating to the
         change in roles from executive to non-executive status of the Company's
         former chairman and vice-chairman of the board of directors. The amount
         consists of a $13,994 charge representing the discounted present value
         of the estimated payments to be made to these individuals under their
         existing employment arrangements and a $5,718 charge representing the
         discontinued present value of estimated net costs that may be incurred
         by the Company as a result of the settlement of split-dollar life
         insurance obligations to the individuals under their employment
         contracts. The estimated charge for the settlement of the split-dollar
         life insurance obligations may change based upon a final legal
         determination regarding these insurance contracts and a final
         settlement among the parties.

(3)      On January 1, 2002, the Company adopted SFAS No. 144, "Accounting for
         the Impairment or Disposal of Long-Lived Assets." In accordance with
         the provisions of SFAS No. 144, the operating results of real estate
         assets designated as held for sale subsequent to January 1, 2002 are
         included in discontinued operations in the consolidated statement of
         operations. Also under the provisions of SFAS No. 144, the reserves, if
         any, to write down the carrying value of real estate assets designated
         and classified as held for sale after January 1, 2002 are included in
         discontinued operations. All subsequent gains or additional losses on
         the sale of these assets are also included in discontinued operations.
         Additionally under SFAS No. 144, any impairment losses on assets held
         for continuing use are included in continuing operations. The gains or
         losses on the sale of real estate assets held for sale at December 31,
         2001 are included in continuing operations. As a result, income from
         continuing operations is not comparable between the periods presented.

         For the three months ended March 31, 2003, income from discontinued
         operations included the results of operations, through the earlier of
         community sale date (if the community was sold between January 1, 2003
         and March 31, 2003) or March 31, 2003, of two apartment communities
         containing 1,009 units that were classified as held for sale at
         December 31, 2002. For the three months ended March 31, 2002, income
         from discontinued operations included the results of operations of
         eight apartment communities containing 3,134 units and one commercial
         property.

         The revenues and expenses of these communities for the three months
         ended March 31, 2003 and 2002 were as follows:



                                                        THREE MONTHS ENDED
                                                             MARCH 31,
                                                      ---------------------
                                                       2003          2002
                                                      ------        ------
                                                              
REVENUES
 Rental                                               $2,173        $7,662
 Other                                                    71           264
                                                      ------        ------
   Total revenues                                      2,244         7,926
                                                      ------        ------
EXPENSES
 Property operating and maintenance                      805         3,054
   (exclusive of items shown separately below)
 Depreciation                                             --           864
 Interest                                                739         1,383
                                                      ------        ------
   Total expenses                                      1,544         5,301
                                                      ------        ------
Income from discontinued operations
(before minority interest)                            $  700        $2,625
                                                      ======        ======


         For the three months ended March 31, 2003, the Company recognized net
         gains from discontinued operations of $7,981 ($7,072 net of minority
         interest), on the sale of one community, containing 239 apartment
         units, reduced by losses of $1,107 ($981 net of minority interest)
         resulting from losses on the sale of certain land parcels and
         additional reserves to write-down to fair value certain other land
         parcels previously classified as held for sale at December 31, 2002.

         For the three months ended March 31, 2003, the Company recorded an
         impairment loss of $14,118, under the provisions of SFAS No. 144, to
         write down the cost of an apartment community, located in Phoenix,
         Arizona, to its estimated fair value, based upon a revised
         determination that it was more probable that this community would be
         marketed for sale in the near term instead of held for long-term
         investment. This community has not been classified as held for sale at
         March 31, 2003 as the Company's internal investment committee has not
         approved the sale of the community and no program has been initiated to
         actively sell the community.

(4)      Post Properties, Inc. is structured as an UPREIT, or Umbrella
         Partnership Real Estate Investment Trust. Post GP Holdings, Inc., a
         wholly owned subsidiary of the Company, is the sole general partner
         and, together with Post LP Holdings, Inc. owns the controlling interest
         in Post Apartment Homes, L.P., the Operating Partnership, through which
         the Company conducts its operations. As of March 31, 2003, there were
         42,056,835 units of the Operating Partnership outstanding, of which
         37,325,182, or 88.7% were owned by the Company. The diluted weighted
         average shares and units outstanding for the three months ended March
         31, 2003 and 2002 were 42,049,320 and 42,105,529, respectively.


================================================================================
Copyright(C) 2003 Post Apartment Homes, LP All Rights Reserved                 4



================================================================================

                              POST PROPERTIES, INC.
                      CALCULATION OF FUNDS FROM OPERATIONS
                      AND FUNDS AVAILABLE FOR DISTRIBUTION
              (Dollars in thousands, except per share or unit data)
                                   (Unaudited)

The Company uses the National Association for Real Estate Investment Trusts
("NAREIT") definition of funds from operations ("FFO"). FFO is defined by NAREIT
to mean net income (loss) available to common shareholders determined in
accordance with GAAP, excluding gains (or losses) from debt restructuring and
sales of property, plus depreciation of real estate assets, and after adjustment
for unconsolidated partnerships and joint ventures all determined on a
consistent basis in accordance with GAAP. FFO is a supplemental non-GAAP
financial measure. FFO presented herein is not necessarily comparable to FFO
presented by other real estate companies because not all real estate companies
use the same definition. The Company's FFO is comparable to the FFO of real
estate companies that use the current NAREIT definition. FFO and funds available
for distribution ("FAD") 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 or ability to service indebtedness or make distributions. FAD is defined
as FFO less capital expenditures funded by operations. FAD is a supplemental
non-GAAP financial measure. The Company believes that net income (loss)
available to common shareholders is the most directly comparable GAAP measure to
FFO and FAD. A reconciliation of net income (loss) available to common
shareholders to FFO and FAD is provided below.



                                                                                                     THREE MONTHS ENDED
                                                                                                          MARCH 31,
                                                                                               -----------------------------
                                                                                                   2003              2002
                                                                                               ------------      ------------
                                                                                                           
NET INCOME (LOSS) AVAILABLE TO COMMON SHAREHOLDERS                                             $    (23,450)     $     14,158
  Minority interest of common unitholders - continuing operations                                    (3,877)            2,543
  Gains on property sales - continuing operations                                                        --           (13,275)
  Asset impairment charges                                                                           14,118                --
  Losses (gains) on properties held for sale and sold, net
   of minority interest - discontinued operations (1)                                                (6,091)            6,731
  Minority interest in discontinued operations (2)                                                       79               315
  Depreciation on wholly-owned real estate assets, net (3)                                           21,618            19,586
  Depreciation on real estate assets held in unconsolidated entities                                    466               138
                                                                                               ------------      ------------
FUNDS FROM OPERATIONS, AS DEFINED (A)                                                                 2,863            30,196
  Severance charges                                                                                  19,712                --
                                                                                               ------------      ------------
FUNDS FROM OPERATIONS, EXCLUDING SEVERANCE CHARGES (B)                                         $     22,575      $     30,196
                                                                                               ============      ============
FUNDS FROM OPERATIONS, AS DEFINED                                                              $      2,863      $     30,196
  Recurring capital expenditures                                                                     (1,462)           (1,879)
  Non-recurring capital expenditures                                                                   (958)             (547)
                                                                                               ------------      ------------
FUNDS AVAILABLE FOR DISTRIBUTION (4) (C)                                                                443            27,770
  Severance charges                                                                                  19,712                --
                                                                                               ------------      ------------
FUNDS AVAILABLE FOR DISTRIBUTION, EXCLUDING SEVERANCE CHARGES (4) (D)                          $     20,155      $     27,770
                                                                                               ============      ============

PER COMMON SHARE DATA - BASIC
Funds from operations per share or unit, as defined (A/F)                                      $       0.07      $       0.72
Funds available for distribution per share or unit, as defined (4) (C/F)                       $       0.01      $       0.66
Funds from operations per share or unit, excluding severance charges (B/F)                     $       0.54      $       0.72
Funds available for distribution per share or unit, excluding severance charges (4) (D/F)      $       0.48      $       0.66
Dividends declared (E)                                                                         $       0.45      $       0.78
Weighted average shares outstanding                                                              37,261,643        36,937,682
Weighted average shares and units outstanding (F)                                                42,049,315        41,994,047
PER COMMON SHARE DATA - DILUTED
Funds from operations per share or unit (A/G=W)                                                $       0.07      $       0.72
Funds available for distribution per share or unit (4) (C/G=X)                                 $       0.01      $       0.66
Funds from operations per share or unit, excluding severance charges (B/G=Y)                   $       0.54      $       0.72
Funds available for distribution per share or unit, excluding severance charges (4) (D/G=Z)    $       0.48      $       0.66
Dividends declared (E)                                                                         $       0.45      $       0.78
Weighted average shares outstanding                                                              37,261,648        37,049,164
Weighted average shares and units outstanding (G)                                                42,049,320        42,105,529
- -----------------------------------------------------------------------------------------------------------------------------
DIVIDEND PAYOUT RATIO
Payout ratio - funds from operations, as defined (E/W)                                                642.9%            108.3%
Payout ratio - funds available for distribution, as defined (E/X)                                    4500.0%            118.2%
Payout ratio - funds from operations, excluding severance charges (E/Y)                                83.3%            108.3%
Payout ratio - funds available for distribution, excluding severance charges (E/Z)                     93.8%            118.2%


(1)      For the three months ended March 31, 2003, the Company recognized net
         gains of $7,981 ($7,072 net of minority interest), on the sale of one
         community, containing 239 apartment units, reduced by losses of $1,107
         ($981 net of minority interest) resulting from losses on the sale of
         certain land parcels and additional reserves to write-down to fair
         value certain other land parcels previously classified as held for sale
         at December 31, 2002. For the three months ended March 31, 2002, the
         Company recorded write downs to fair market value of $7,652 ($6,731 net
         of minority interest) relating to one community, containing 196 units,
         and one commercial property designated as held for sale during the
         period.

(2)      Represents the minority interest in earnings of discontinued operations
         for the periods presented.

(3)      Depreciation on wholly-owned real estate assets is net of the minority
         interest portion of depreciation in consolidated partnerships.

(4)      Since the Company does not add back the depreciation of non-real estate
         assets in its calculation of funds from operations, non-real estate
         related capital expenditures of $208 and $279 for the three months
         ended March 31, 2003 and 2002, respectively, are excluded from the
         calculation of funds available for distribution.


================================================================================
Copyright(C) 2003 Post Apartment Homes, LP All Rights Reserved                 5



================================================================================

                              POST PROPERTIES, INC.
                          SAME STORE OPERATING RESULTS
              (Dollars in thousands, except per share or unit data)
                                   (Unaudited)


SAME STORE OPERATING RESULTS

The Company defines fully stabilized or same store communities as those which
have reached stabilization prior to the beginning of the previous calendar year,
adjusted by communities sold and classified as held for sale. Same store net
operating income is a supplemental non-GAAP financial measure. See Table 1 on
page 17 for a reconciliation of same store net operating income to GAAP income
from continuing operations before equity in losses of unconsolidated entities,
gains on sales of property and minority interest. The operating performance of
the 67 communities containing 24,347 apartment units which were fully stabilized
as of January 1, 2002, is summarized as follows:



                                                                        THREE MONTHS ENDED
                                                                              MARCH 31,
                                                              --------------------------------------
                                                               2003            2002        % CHANGE
                                                              -------        -------       ---------
                                                                                  
Rental and other revenues                                     $64,945        $68,105         (4.6)%
Property operating and maintenance expenses
  (excluding depreciation and amortization)                    23,154         23,214         (0.3)%
                                                              -------        -------
Same store net operating income                               $41,791        $44,891         (6.9)%
                                                              =======        =======
Capital expenditures (1)
 Recurring:
  Carpet                                                      $   563        $   499
  Other                                                           745            951
                                                              -------        -------
   Total recurring                                              1,308          1,450
  Non-recurring                                                   599            478
                                                              -------        -------
   Total capital expenditures (A)                             $ 1,907        $ 1,928         (1.1)%
                                                              =======        =======
  Total capital expenditures per unit (A/24,347 UNITS)        $    78        $    79         (1.3)%
                                                              =======        =======
Average monthly rental rate per unit (2)                      $   956        $ 1,009         (5.3)%
                                                              =======        =======


(1)      See Table 3 on page 18 for a reconciliation of these segment components
         of property capital expenditures to total recurring capital
         expenditures and total non-recurring capital expenditures as presented
         on the consolidated cash flow statements prepared under GAAP.

(2)      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 divided by total units.

SAME STORE OPERATING RESULTS BY MARKET - COMPARISON OF FIRST QUARTER OF 2003 TO
FIRST QUARTER 2002 (Increase (decrease) from same period in prior year)




                                                                  AVERAGE
                                                                  ECONOMIC
MARKET            REVENUES (1)     EXPENSES (1)      NOI (1)      OCCUPANCY
- ------           ------------    -------------    ----------    -----------
                                                    
Atlanta                 (5.3)%            2.5 %        (8.8)%          0.2 %
Dallas                  (4.3)%           (6.5)%        (2.7)%         (0.3)%
Tampa                   (8.1)%           (2.4)%       (11.4)%         (5.7)%
Other (2)               (0.5)%            1.9)%        (1.7)%          1.9)%
                 -----------     ------------     ---------     ----------
 Total                  (4.6)%           (0.3)%        (6.9)%          0.0 %
                 ===========     ============     =========     ==========


(1)      See Table 2 on page 17 for a reconciliation of these components of same
         store net operating income and Table 1 on page 16 for a reconciliation
         of same store net operating income to GAAP income from continuing
         operations before equity in losses of unconsolidated entities, gain on
         sales of property and minority interest..

(2)      Includes communities located in Orlando, FL; Washington, DC; Houston,
         TX; Charlotte, NC; Nashville, TN and Phoenix, AZ.


================================================================================
Copyright(C) 2003 Post Apartment Homes, LP All Rights Reserved                 6



================================================================================

SAME STORE OCCUPANCY BY MARKET



                                            AVERAGE ECONOMIC
                                              OCCUPANCY (1)
                                         ----------------------
                                            THREE MONTHS ENDED
                                                MARCH 31,           PHYSICAL
              APARTMENT       % OF       ----------------------   OCCUPANCY (2)
MARKET          UNITS         UNITS         2003         2002     MARCH 31, 2003
- -------        ------        -------       ------       ------    --------------
                                                   
Atlanta        14,614           60.0%        90.3%        90.1%        91.8%
Dallas          5,183           21.3%        88.8%        89.1%        91.7%
Tampa           1,439            5.9%        90.2%        95.9%        93.0%
Other           3,111           12.8%        91.3%        89.4%        91.9%
               ------        -------       ------       ------       ------
  Total        24,347          100.0%        90.1%        90.1%        91.9%
               ======        =======       ======       ======       ======



(1)      Average economic occupancy is defined as gross potential rent less
         vacancy losses, model expenses and bad debt expenses 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 88.8% and 88.4% for the three
         months ended March 31, 2003 and 2002, respectively. For the three
         months ended March 31, 2003 and 2002, concessions were $734 and $1,092,
         respectively, and employee discounts were $136 and $206, respectively.

(2)      Physical occupancy is defined as the number of units occupied divided
         by total apartment units, expressed as a percentage.



SAME STORE SEQUENTIAL COMPARISON



                                                     THREE MONTHS ENDED         THREE MONTHS ENDED
                                                       MARCH 31, 2003            DECEMBER 31, 2002        % CHANGE
                                                     ------------------         -------------------       ---------
                                                                                                  
Rental and other revenues                                   $  64,945                 $  65,631             (1.0)%
Property operating and maintenance expenses
  (excluding depreciation and amortization)                    23,154                    22,293               3.9%
                                                            ---------                 ---------
Same store net operating income (1)                         $  41,791                 $  43,338             (3.6)%
                                                            =========                 =========
Average economic occupancy                                       90.1%                     90.9%            (0.8)%
                                                            =========                 =========
Average monthly rental rate per unit                        $     956                 $     966             (1.0)%
                                                            =========                 =========


SEQUENTIAL SAME STORE OPERATING RESULTS BY MARKET -
COMPARISON OF FIRST QUARTER OF 2003 TO FOURTH QUARTER 2002
(Increase (decrease) between periods)



                                                                 AVERAGE
                                                                 ECONOMIC
MARKET            REVENUES (1)     EXPENSES (1)      NOI (1)     OCCUPANCY
- ---------------  --------------  ---------------  ------------  -------------
                                                    
Atlanta                 (1.5)%           (1.6)%        (1.5)%         (1.1)%
Dallas                  (0.4)%           13.7 %        (8.2)%         (0.2)%
Tampa                   (1.4)%            5.7 %        (5.4)%         (1.1)%
Other (2)                0.2 %           10.5 %        (4.7)%         (0.5)%
                 -----------    -------------     ---------     ----------
 Total                  (1.0)%            3.9 %        (3.6)%         (0.8)%
                 ===========     ============    ==========    ===========


(1)      See Table 2 on page 17 for a reconciliation of these components of same
         store net operating income and Table 1 on page 17 for a reconciliation
         of same store net operating income to GAAP income from continuing
         operations before equity in loses of unconsolidated entities, gains on
         sale of property and minority interest.

(2)      Includes communities located in Orlando, FL; Washington, DC; Houston,
         TX; Charlotte, NC; Nashville, TN and Phoenix, AZ.


================================================================================
Copyright(C) 2003 Post Apartment Homes, LP All Rights Reserved                 7



================================================================================

                              POST PROPERTIES, INC.
                           CONSOLIDATED BALANCE SHEETS
              (Dollars in thousands, except per share or unit data)




                                                                                                  MARCH 31,          DECEMBER 31,
                                                                                                    2003                  2002
                                                                                                 -----------         -----------
                                                                                                               
ASSETS
  Real estate assets
    Land                                                                                         $   269,669         $   273,058
    Building and improvements                                                                      1,995,326           1,976,809
    Furniture, fixtures and equipment                                                                239,382             246,634
    Construction in progress                                                                          86,388              92,945
    Investments in and advances to unconsolidated real estate entities                               163,933             182,285
    Land held for future development                                                                  21,754              24,879
                                                                                                 -----------         -----------
                                                                                                   2,776,452           2,796,610
    Less: accumulated depreciation                                                                  (448,341)           (426,136)
    Assets held for sale                                                                              46,201              73,061
                                                                                                 -----------         -----------
      Total real estate assets                                                                     2,374,312           2,443,535
  Cash and cash equivalents                                                                            3,811               6,390
  Restricted cash                                                                                      1,443               1,369
  Deferred charges, net                                                                               15,195              15,584
  Other assets                                                                                        43,863              41,273
                                                                                                 -----------         -----------
      Total assets                                                                               $ 2,438,624         $ 2,508,151
                                                                                                 ===========         ===========
LIABILITIES AND SHAREHOLDERS' EQUITY
  Notes payable                                                                                    1,384,266         $ 1,414,555
  Accrued interest payable                                                                            16,450               8,994
  Dividend and distribution payable                                                                   19,392              33,252
  Accounts payable and accrued expenses                                                               62,065              49,124
  Security deposits and prepaid rents                                                                  7,955               8,250
                                                                                                 -----------         -----------
    Total liabilities                                                                              1,490,128           1,514,175
                                                                                                 -----------         -----------
  Minority interest of preferred unitholders in Operating Partnership                                 70,000              70,000
                                                                                                 -----------         -----------
  Minority interest of common unitholders in Operating Partnership                                    83,275              90,277
                                                                                                 -----------         -----------
  Commitments and contingencies                                                                           --                  --
  Shareholders' equity
    Preferred stock, $.01 par value, 20,000,000 authorized:
     8 1/2 % Series A Cumulative Redeemable Shares, liquidation preference $50 per share,
      900,000 shares issued and outstanding at March 31, 2003 and December 31, 2002,
      respectively                                                                                         9                   9
     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:
     39,676,204 and 39,676,204 shares issued, 37,325,182 and 37,202,290 shares
      outstanding at March 31, 2003 and December 31, 2002, respectively                                  396                 396
    Additional paid-in capital                                                                       897,643             940,122
    Accumulated earnings                                                                                  --                  --
    Accumulated other comprehensive income                                                           (15,250)            (14,822)
    Deferred compensation                                                                               (852)               (639)
                                                                                                 -----------         -----------
                                                                                                     881,986             925,106
    Less common stock in treasury, at cost, 2,351,022 shares and 2,473,914
      shares at March 31, 2003 and December 31, 2002, respectively                                   (86,765)            (91,407)
                                                                                                 -----------         -----------
    Total shareholders' equity                                                                       795,221             833,699
                                                                                                 -----------         -----------
    Total liabilities and shareholders' equity                                                     2,438,624         $ 2,508,151
                                                                                                 ===========         ===========

================================================================================
Copyright(C) 2003 Post Apartment Homes, LP All Rights Reserved                 8




                              POST PROPERTIES, INC.
                            CONSOLIDATED DEBT SUMMARY
              (Dollars in thousands, except per share or unit data)
                                   (Unaudited)

SUMMARY OF OUTSTANDING DEBT AT MARCH 31, 2003



                                                                                            WEIGHTED AVERAGE RATE (1)
                                                                                                    MARCH 31,
                                                                          PERCENTAGE        -------------------------
TYPE OF INDEBTEDNESS                                    BALANCE            OF TOTAL           2003             2002
                                                       ----------         ----------         ------           ------
                                                                                                  
Unsecured fixed rate senior notes                      $  708,000            51.14%            7.40%            7.48%
Secured tax exempt variable rate notes(2)                 214,380            15.49%            1.70%            1.91%
Secured conventional fixed rate notes                     295,147            21.32%            6.77%            7.12%
Lines of credit                                           166,739            12.05%            2.10%            2.61%
                                                       ----------           ------           ------           ------
                                                       $1,384,266           100.00%            5.75%            5.72%
                                                       ==========           ======           ======           ======




                                                        PERCENTAGE
                                       BALANCE         OF TOTAL DEBT
                                      ----------       -------------
                                                 
Total fixed rate debt                 $1,003,147           72.47%
Total variable rate debt                 381,119           27.53%
                                      ----------          ------
Total debt                            $1,384,266          100.00%
                                      ==========          ======


DEBT MATURITIES



                                                           WEIGHTED AVERAGE RATE
AGGREGATE DEBT MATURITIES BY YEAR (3)           AMOUNT     ON DEBT MATURITIES(1)
                                              ----------   ---------------------
                                                     
                  Remainder of 2003           $  103,149          7.24%
                        2004                      27,094          7.04%
                        2005                     204,402          7.83%
                        2006                      79,732          6.98%
                        2007                     112,178          7.16%
                 2008 and thereafter             690,972          5.36%
                                              ----------
                                              $1,217,527
                                              ==========


DEBT STATISTICS



                                                                   THREE MONTHS ENDED
                                                                        MARCH 31,
                                                                  --------------------
                                                                  2003           2002
                                                                  ----           ----
                                                                           
Interest coverage ratio(4)(5)                                     2.7x           3.5x
Fixed charge coverage ratio(4)(6)                                 2.1x           2.6x

Total debt as a % of undepreciated real estate(7)                 48.8%          47.7%
Total debt as a % of undepreciated real estate
  (adjusted for joint venture partner's share of debt)(7)         47.1%          46.6%


(1)      Weighted average rate includes credit enhancements and other fees,
         where applicable. The weighted average rates for the three months ended
         March 31, 2002 are based on the debt outstanding for that period.

(2)      The Company has purchased interest rate cap arrangements that limit the
         Company's exposure to increases in the base rate to 5.00 percent.

(3)      Excludes outstanding balances on lines of credit of $166,739 maturing
         in 2004.

(4)      Calculated for the three months ended March 31, 2003 and 2002.

(5)      Interest coverage ratio is defined as net income available for debt
         service divided by interest expense. For purposes of this calculation,
         net income available for debt service represents income from continuing
         operations, before preferred or common minority interest, gains on
         property sales, severance and asset impairment charges, interest
         expense, depreciation and amortization. Net income available for debt
         service was also adjusted for the Company's share of depreciation and
         interest expense from unconsolidated entities and interest expense used
         in the calculation was adjusted to include the Company's share of
         interest expense from unconsolidated entities. The calculation of the
         interest coverage ratio is a non-GAAP financial measure. A
         reconciliation of net income available for debt service to income from
         continuing operations and interest expense to consolidated interest
         expense is included Table 5 on page 19.

(6)      Fixed charge coverage ratio is defined as net income available for debt
         service divided by interest expense plus dividends to preferred
         shareholders and distributions to preferred unitholders. For purposes
         of this calculation, net income available for debt service represents
         earnings from continuing operations, before preferred or common
         minority interest, gains on property sales, severance and asset
         impairment charges, interest expense, depreciation and amortization.
         Net income available for debt service was also adjusted for the
         Company's share of depreciation and interest expense from
         unconsolidated entities and interest expense used in the calculation
         was adjusted to include the Company's share of interest expense from
         unconsolidated entities. The calculation of the fixed coverage ratio is
         a non-GAAP financial measure. A reconciliation of net income available
         for debt service to income from continuing operations and fixed charges
         to consolidated interest expense plus preferred dividends to
         shareholders and preferred distributions to unitholders is included
         Table 5 on page 19.

(7)      At March 31, 2003, the Company has provided construction financing to
         three unconsolidated development joint ventures with the New York State
         Common Retirement Fund. 100% of this financing is included in the
         Company's debt and its real estate assets. At March 31, 2003 and 2002,
         the venture partner's share of the construction loans was $90,214 and
         $61,563, respectively. A computation of the debt ratios is included
         Table 5 on page 19.


Copyright (C) Post Apartment Homes, LP All Rights Reserved                     9



                              POST PROPERTIES, INC.
                        CONSOLIDATED DEBT SUMMARY (CONT.)
              (Dollars in thousands, except per share or unit data)
                                   (Unaudited)

FINANCIAL DEBT COVENANTS - SENIOR UNSECURED PUBLIC NOTES



                                                                       ACTUAL RATIO AS
                                                                             OF
                       COVENANT REQUIREMENT(1)                         MARCH 31, 2003
                       -----------------------                         --------------
                                                                    
Consolidated Debt to Total Assets cannot exceed 60%                          48%
Secured Debt to Total Assets cannot exceed 40%                               18%
Consolidated Income Available for Debt Service Charge must be at
  least 1.50/1                                                             2.71/1
Total Unencumbered Assets to Unsecured Debt must be at least 1.50/1        2.44/1


(1)      A summary of the public debt covenant calculations and reconciliations
         of the financial components used in the public debt covenant
         calculations to the most comparable GAAP financial measures are
         detailed below.

RATIO OF CONSOLIDATED DEBT TO TOTAL ASSETS



                                                                                  AS OF
                                                                              MARCH 31, 2003
                                                                              --------------
                                                                           
Consolidated debt, per balance sheet (A)                                        $ 1,384,266
                                                                                ===========
Total assets, as defined (B) (Table A)                                          $ 2,888,003
                                                                                ===========
Computed ratio (A/B)                                                                     48%
                                                                                ===========
Required ratio (cannot exceed)                                                           60%
                                                                                ===========

RATIO OF SECURED DEBT TO TOTAL ASSETS

Secured conventional fixed rate notes                                           $   295,147
Secured tax exempt variable rate notes                                              214,380
                                                                                -----------
    Total secured debt (C)                                                      $   509,527
                                                                                ===========

Computed ratio (C/B)                                                                     18%
                                                                                ===========
Required ratio (cannot exceed)                                                           40%
                                                                                ===========

RATIO OF TOTAL UNENCUMBERED ASSETS TO UNSECURED DEBT

Consolidated debt, per balance sheet (A)                                        $ 1,384,266
Total secured debt (C)                                                             (509,527)
                                                                                -----------
    Total unsecured debt (D)                                                    $   874,739
                                                                                ===========
Total unencumbered assets, as defined (E) (Table A)                             $ 2,138,509
                                                                                ===========
Computed ratio (E/D)                                                                  2.44x
                                                                                ===========
Required minimum ratio                                                                1.50x
                                                                                ===========

RATIO OF CONSOLIDATED INCOME AVAILABLE FOR DEBT SERVICE TO ANNUAL DEBT
  SERVICE CHARGE

Consolidated Income Available for Debt Service, as defined (F)
  (Table B)                                                                     $   179,320
                                                                                ===========
Annual Debt Service Charge, as defined (G) (Table B)                            $    66,244
                                                                                ===========
Computed ratio (F/G)                                                                  2.71x
                                                                                ===========
Required minimum ratio                                                                1.50x
                                                                                ===========



Copyright (C) Post Apartment Homes, LP All Rights Reserved                    10



                              POST PROPERTIES, INC.
                        CONSOLIDATED DEBT SUMMARY (CONT.)
              (Dollars in thousands, except per share or unit data)
                                   (Unaudited)

TABLE A

CALCULATION OF TOTAL ASSETS AND TOTAL UNENCUMBERED ASSETS FOR PUBLIC
  DEBT COVENANT COMPUTATIONS



                                                               AS OF
                                                           MARCH 31, 2003
                                                           --------------
                                                        
Total real estate assets                                    $ 2,374,312

Add:
  Accumulated depreciation                                      448,341
  Accumulated depreciation - assets held for sale                16,336
  Other tangible assets (cash, restricted cash,
    other assets, exclusive of receivables)                      49,014
                                                            -----------

Total assets for public debt covenant computations            2,888,003
Less:
  Encumbered real estate assets                                (749,494)
                                                            -----------
Total unencumbered assets for public debt
  covenant computations                                     $ 2,138,509
                                                            ===========


TABLE B

CALCULATION OF CONSOLIDATED INCOME AVAILABLE FOR DEBT SERVICE AND
  ANNUAL DEBT SERVICE CHARGE FOR PUBLIC DEBT COVENANT COMPUTATIONS (a)



                                                                    THREE MONTHS
                                                                        ENDED
CONSOLIDATED INCOME AVAILABLE FOR DEBT SERVICE                     MARCH 31, 2003
                                                                   --------------
                                                                
Net loss                                                             $ (20,588)
Deduct:
  Minority interests                                                    (1,615)
                                                                     ---------
Loss before minority interest                                          (22,203)

Add:
  Depreciation                                                          22,728
  Amortization of deferred financing costs                                 788
  Severance charges                                                     19,712
  Asset impairment charge                                               14,118
  Interest expense                                                      16,561
Less:
  Gains on property sales (before minority interest)                    (6,874)
                                                                     ---------
Consolidated income available for debt service                       $  44,830
                                                                     =========
Consolidated income available for debt service (annualized)          $ 179,320
                                                                     =========

ANNUAL DEBT SERVICE CHARGE

Consolidated interest expense                                        $  16,561
                                                                     =========
Annual Debt Service Charge (interest expense annualized)             $  66,244
                                                                     =========


(a)      The actual calculation of these ratios requires the use of annual
         trailing financial data. These computations reflect annualized first
         quarter 2003 results for comparison and presentation purposes. The
         computations using annual trailing financial data also reflect
         compliance with the debt covenants.


Copyright (C) Post Apartment Homes, LP All Rights Reserved                    11



                              POST PROPERTIES, INC.
                           SUMMARY OF CONSTRUCTION AND
                          INITIAL LEASE-UP COMMUNITIES



                                                          ESTIMATED        AMOUNT
                                                         CONSTRUCTION       SPENT        QUARTER OF      QUARTER OF
                                             NUMBER OF       COST           AS OF       CONSTRUCTION     FIRST UNITS
        METROPOLITAN AREA                      UNITS    ($ IN MILLIONS)   3/31/2003        START          AVAILABLE
        -----------------                    ---------  ---------------   ---------     ------------     -----------
                                                                                          
WHOLLY OWNED CONSTRUCTION/LEASE-UP
  COMMUNITIES

NEW YORK CITY, NY
Post Toscana(TM)                                199          $  93          $  85          1Q '02          1Q '03
                                                ---          -----          -----
SUBTOTAL WHOLLY-OWNED
  CONSTRUCTION/LEASE-UP COMMUNITIES             199          $  93          $  85
                                                ---          -----          -----

CO-INVESTMENT CONSTRUCTION/LEASE-UP
  COMMUNITIES

PASADENA, CA
Post Paseo Colorado (3)                         391          $  76          $  75          2Q '00          1Q '02

WASHINGTON D.C
Post  Massachusetts Avenue(TM)(3)               269          $  73          $  70          2Q '01          4Q '02
                                                ---          -----          -----
SUBTOTAL CO-INVESTMENT
  CONSTRUCTION/LEASE-UP COMMUNITIES             660          $ 149          $ 145
                                                ---          -----          -----
CONSTRUCTION TOTALS                             859          $ 242          $ 230
                                                ===          =====          =====

LESS PARTNERS' PORTION                                       $ (97)         $ (94)
                                                             -----          -----
POST PROPERTIES' FUNDING COMMITMENT                          $ 145          $ 136
                                                             =====          =====

WEIGHTED AVERAGE PROJECTED PROPERTY
  NET OPERATING INCOME AS A % OF
  TOTAL ESTIMATED CONSTRUCTION
  COST(4)                                                      7.5%
                                                             =====


                                              ESTIMATED
                                              QUARTER OF          %                %
                                              STABILIZED        LEASED          OCCUPIED
        METROPOLITAN AREA                    OCCUPANCY(1)      5/3/2003         5/3/2003
        -----------------                    ------------      --------         --------
                                                                       
WHOLLY OWNED CONSTRUCTION/LEASE-UP
  COMMUNITIES

NEW YORK CITY, NY
Post Toscana(TM)                               2Q '04            26.1%            15.6%

SUBTOTAL WHOLLY-OWNED

  CONSTRUCTION/LEASE-UP COMMUNITIES


CO-INVESTMENT CONSTRUCTION/LEASE-UP
  COMMUNITIES

PASADENA, CA
Post Paseo Colorado (3)                        2Q '03            88.0%            84.7%

WASHINGTON D.C
Post  Massachusetts Avenue(TM)(3)              4Q '03            46.8%            36.1%

SUBTOTAL CO-INVESTMENT
  CONSTRUCTION/LEASE-UP COMMUNITIES

CONSTRUCTION TOTALS


LESS PARTNERS' PORTION

POST PROPERTIES' FUNDING COMMITMENT


WEIGHTED AVERAGE PROJECTED PROPERTY
  NET OPERATING INCOME AS A % OF
  TOTAL ESTIMATED CONSTRUCTION
  COST(4)


(1)      The Company defines stabilized occupancy as the earlier to occur of (i)
         the attainment of 95% physical occupancy on the first day of any month
         or (ii) one year after completion of construction.

(2)      These communities are being developed as a joint venture (Post equity
         ownership is 35%).

(3)      The calculation represents the aggregate projected unlevered property
         net operating income to be earned by each community in its first year
         of stabilized operations divided by aggregate estimated construction
         costs of the communities. The Company uses property net operating
         income as a management tool to measure the operating performance of its
         communities.


Copyright (C) Post Apartment Homes, LP All Rights Reserved                    12



                              POST PROPERTIES, INC.
                               ASSET SALES SUMMARY



                                                                                                 GROSS PROCEEDS       GROSS
PROPERTY NAME/PERIOD                                      LOCATION              YEAR BUILT          PER UNIT         PROCEEDS
- --------------------                                  -----------------       --------------     --------------      --------
                                                                                                         
Q1 2002
Post Bay(R)                                               Tampa, FL                 1988           $  58,013
Post Court(R)(FL)                                      Clearwater, FL               1991              70,175
Post & Paddock (Industrial)                           Grand Prairie, TX             1986                  (1)       $ 41,900,000

Q2 2002
Post Village(R)(FL)                                       Tampa, FL              1989-1991         $  59,175
Post Commons(TM)                                         Dallas, TX                 1985              58,228
Post Residences(TM)(2)                                   Dallas, TX                 1986              91,327
Post Parkwood(R)(TX)                                     Dallas, TX              1962-1970            73,958
Towne Crossing (Retail)                                 Mesquite, TX                1985                  (1)       $100,725,000

Q3 2002
Post Ascension(R)                                       Arlington, TX            1985-1995         $  59,880        $ 10,000,000

Q4 2002
Post Fountains(TM)                                       Orlando, FL                1988           $  59,843        $ 30,400,000
                                                                                                                    ------------
2002 YTD Total                                                                                                      $183,025,000
                                                                                                                    ============

Q1 2003
Post West Avenue(3)                                      Austin, TX                 2000           $ 126,360        $ 30,200,000(4)
                                                                                                                    ============

Weighted Average Cap Rate - Apartment Assets                                                                                8.04%(5)
                                                                                                                    ============


(1)      Commercial property acquired in the Columbus Realty Trust merger.

(2)      Includes approximately 14,000 square feet of retail space.

(3)      Includes approximately 7,400 square feet of retail space.

(4)      Excludes approximately $8.6 million in proceeds from the sale of land
         in Tampa, FL and Austin, TX.

(5)      Based on prior calendar year's net operating income after adjustments
         for management fee (3.0%) and capital reserves ($300/unit).


Copyright (C) Post Apartment Homes, LP All Rights Reserved                    13



                              POST PROPERTIES, INC.
                            CAPITALIZED COSTS SUMMARY
              (Dollars in thousands, except per share or unit data)
                                   (Unaudited)

The Company has a policy of capitalizing those expenditures relating to the
acquisition of new assets and the development and construction of new apartment
communities. In addition, the Company capitalizes expenditures that enhance the
value of existing assets and expenditures that substantially extend the life of
existing assets. All other expenditures necessary to maintain a community in
ordinary operating condition are expensed as incurred. Additionally, for new
development communities, carpet, vinyl and blind replacements are expensed as
incurred during the first five years (which corresponds to the estimated
depreciable life of these assets) after construction completion. Thereafter,
these replacements are capitalized. Further, the Company expenses as incurred
all interior and exterior painting of communities.

The Company capitalizes interest, real estate taxes, and certain internal
personnel and associated costs related to apartment communities under
development and construction. The internal personnel and associated costs are
capitalized to the projects under development based upon the effort identifiable
with such projects. 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 are reflected on the balance sheet as
construction in progress. The Company ceases the capitalization of such costs as
the residential units in a community become substantially complete and available
for occupancy. This results in a proration of these costs between amounts that
are capitalized and expensed as the residential units in a development community
become available for occupancy. In addition, prior to the completion of units,
the Company expenses as incurred substantially all operating expenses (including
pre-opening marketing as well as property management and leasing personnel
expenses) of such communities.

A summary of community development improvements and other capitalized
expenditures for the three months ended March 31, 2003 and 2002 is detailed
below.



                                                                    THREE MONTHS ENDED
                                                                         MARCH 31,
                                                                 ------------------------
                                                                  2003             2002
                                                                 -------          -------
                                                                            
NEW COMMUNITY DEVELOPMENT AND ACQUISITION ACTIVITY               $14,112          $48,148
NON-RECURRING CAPITAL EXPENDITURES
  Revenue generating additions and improvements (1)                   89              327
  Other community additions and improvements (2)                     958              547
RECURRING CAPITAL EXPENDITURES
  Carpet replacements and other community additions
  and improvements (3)                                             1,462            1,879
  Corporate additions and improvements                               208              279
                                                                 -------          -------
                                                                 $16,829          $51,180
                                                                 =======          =======
OTHER DATA
  Capitalized interest                                           $ 1,869          $ 4,433
                                                                 =======          =======
  Capitalized personnel and associated costs (4)                 $   600          $ 1,383
                                                                 =======          =======


(1)      Represents expenditures for major renovations of communities, water
         sub-metering equipment and other unit upgrade costs that enhance the
         rental value of such units.

(2)      Represents property improvement expenditures that generally occur less
         frequently than on an annual basis.

(3)      Represents property improvement expenditures of a type that are
         expected to be incurred on an annual basis.

(4)      Reflects personnel and associated costs capitalized to construction and
         development activities.


Copyright (C) Post Apartment Homes, LP All Rights Reserved                    14



                              POST PROPERTIES, INC.
               INVESTMENTS IN UNCONSOLIDATED REAL ESTATE ENTITIES
              (Dollars in thousands, except per share or unit data)
                                   (Unaudited)

The Company holds investments in four individual limited liability companies
(the "Property LLCs") with an institutional investor. Each Property LLC owns a
newly developed or under development apartment community. The Company holds a
35% equity interest in the Property LLCs. The initial estimated development
costs of the apartment communities of $217,000 is being funded through member
equity contributions proportionate to the members' ownership interests and
through construction financing provided by the Company. The Company accounts for
its investments in these Property LLCs using the equity method of accounting.
The excess of the Company's investment over its equity in the underlying net
assets of the Property LLCs was approximately $10,321 at March 31, 2003. This
excess investment is being amortized as a reduction to earnings on a
straight-line basis over the lives of the related assets. The Company provides
real estate services (development, construction and property management) to the
Property LLCs.

The operating results of the Company include its proportionate share of net
income (loss) from the investments in the Property LLCs. A summary of financial
information for the Property LLCs in the aggregate is as follows:



                                                       MARCH 31,        DECEMBER 31,
                                                         2003              2002
                                                       ---------        ------------
                                                                  
Real estate assets, net                                $199,078          $198,854
Cash and other                                            3,640             2,330
                                                       --------          --------
Total assets                                           $202,718          $201,184
                                                       ========          ========
Mortgage notes payable                                 $ 16,977          $     --

Construction notes payable to Company (1)               138,791           160,294
Other liabilities                                         4,067             3,975
                                                       --------          --------
Total liabilities                                       159,835           164,269
Members' equity                                          42,883            36,915
                                                       --------          --------
Total liabilities and members' equity                  $202,718          $201,184
                                                       ========          ========
Company's equity investment                            $ 25,142          $ 21,991
                                                       ========          ========
Company's share of construction notes
payable                                                $ 54,519          $ 56,103
                                                       ========          ========




                                                     THREE MONTHS ENDED
                                                          MARCH 31,
                                                  -------------------------
                                                   2003              2002
                                                  -------           -------
                                                              
REVENUE
  Rental                                          $ 3,246           $   331
  Other                                               139                72
                                                  -------           -------
    Total revenues                                  3,385               403
                                                  -------           -------
EXPENSES
  Property operating and maintenance                2,019               727
  Depreciation                                      1,333               396
  Interest                                          1,157               259
                                                  -------           -------
    Total expenses                                  4,509             1,382
                                                  -------           -------
Net loss                                          $(1,124)          $  (979)
                                                  =======           =======
Company's share of net loss                       $  (393)          $  (343)
                                                  =======           =======


(1)      All of the Company's construction financing to these unconsolidated
         real estate entities is included in the Company's outstanding debt and
         real estate assets. At March 31, 2003 and December 31, 2002, the
         venture partner's share of the construction loans was $90,214 and
         $104,191, respectively.


Copyright (C) Post Apartment Homes, LP All Rights Reserved                    15



At March 31, 2003, all of the apartment communities had commenced rental
operations. The Company's share of the net losses from these investments is
included in the accompanying consolidated financial statements.

The Company has committed construction financing to three of the Property LLCs
totaling $144,402 ($138,791 funded at March 31, 2003). These loans earn interest
at LIBOR plus 1.75% and are secured by the apartment communities. The loans
mature on dates ranging from September 2003 to November 2004 and are expected to
be repaid from the proceeds of permanent project financings. In February 2003,
one of the Property LLCs repaid its outstanding construction note payable to the
Company of $24,071 through the proceeds from a third-party non-recourse
permanent mortgage note totaling $17,000 and from member equity contributions.
The mortgage note bears interest at 4.28%, requires monthly principal and
interest payments based on a 30-year amortization schedule and matures in March
2008.

As part of the development and construction services agreements entered into
between the Company and the Property LLCs, the Company guaranteed the maximum
total amount for certain construction cost categories subject to aggregate
limits (approximately $19,000). At March 31, 2003, the Company had substantially
completed three of the communities and had funded approximately $845 under the
guarantee provisions of the agreements. The amounts funded were accounted for as
part of the Company's investment in the Property LLCs. The Company's remaining
maximum exposure for the fourth Property LLC totals approximately $5,200. The
Company does not currently expect to be required to fund any guarantees relating
to this Property LLC. Additionally, under these agreements, the Company is
subject to project completion requirements, as defined. At March 31, 2003, the
Company had met and believes that it will meet the remaining completion date
requirements and not be subject to any additional costs.


Copyright (C) Post Apartment Homes, LP All Rights Reserved                    16



                              POST PROPERTIES, INC.
                         RECONCILIATION OF SUPPLEMENTAL
                           NON-GAAP FINANCIAL MEASURES
              (Dollars in thousands, except per share or unit data)
                                   (Unaudited)

TABLE 1

RECONCILIATION OF SAME STORE NET OPERATING INCOME (NOI) TO INCOME FROM
CONTINUING OPERATIONS BEFORE EQUITY IN LOSSES OF UNCONSOLIDATED ENTITIES, GAINS
ON PROPERTY SALES AND MINORITY INTEREST
(Dollars in thousands)



                                                                                                     THREE MONTHS ENDED
                                                                                      ----------------------------------------------
                                                                                      MARCH 31,         MARCH 31,       DECEMBER 31,
                                                                                        2003              2002              2002
                                                                                      ---------         ---------       ------------
                                                                                                               
Total same store NOI                                                                  $ 41,791          $ 44,891          $ 43,338
Property NOI from other operating segments                                               6,356             4,040             6,849
                                                                                      --------          --------          --------
Consolidated property NOI                                                               48,147            48,931            50,187
Add:
   Interest income                                                                         234               405               286
   Minority interest in consolidated property partnerships                                 334               483               576
Less:
   Depreciation                                                                        (22,728)          (19,902)          (23,451)
   Interest                                                                            (16,561)          (13,144)          (16,343)
   Amortization of deferred loan costs                                                    (788)             (555)             (616)
   General and administrative                                                           (3,624)           (3,765)           (3,451)
   Other expenses                                                                         (567)               --              (694)
    Severance charges                                                                  (19,712)               --                --
    Asset impairment charge                                                            (14,118)               --                --
                                                                                      --------          --------          --------
Income from continuing operations before equity in losses of
   unconsolidated entities, gains on property sales and minority interest             $(29,383)         $ 12,453          $  6,494
                                                                                      ========          ========          ========


TABLE 2

SAME STORE NET OPERATING INCOME (NOI) SUMMARY BY MARKET
(Dollars in thousands)



                                                                              THREE MONTHS ENDED
                                                 --------------------------------------------------------------------------
                                                 MARCH 31,       MARCH 31,      DECEMBER 31,    1Q03 VS 1Q02   1Q03 VS 4Q02
                                                   2003            2002            2002          % CHANGE       % CHANGE
                                                 ---------       ---------      ------------    ------------   ------------
                                                                                                
Rental and other revenues
  Atlanta                                         $38,040         $40,161         $38,632           (5.3)%         (1.5)%
  Dallas                                           13,824          14,443          13,875           (4.3)%         (0.4)%
  Tampa                                             4,308           4,687           4,368           (8.1)%         (1.4)%
  Other                                             8,773           8,814           8,756           (0.5)%          0.2%
                                                  -------         -------         -------
      Total rental and other revenues             $64,945         $68,105         $65,631           (4.6)%         (1.0)%
                                                  -------         -------         -------
Property operating and maintenance
expenses
  (exclusive of depreciation and
amortization)
  Atlanta                                         $12,716         $12,404         $12,919            2.5%          (1.6)%
  Dallas                                            5,627           6,015           4,950           (6.5)%         13.7%
  Tampa                                             1,681           1,722           1,591           (2.4)%          5.7%
  Other                                             3,130           3,073           2,833            1.9%          10.5%
                                                  -------         -------         -------
      Total                                       $23,154         $23,214         $22,293           (0.3)%          3.9%
                                                  -------         -------         -------
Net operating income
  Atlanta                                         $25,324         $27,757         $25,713           (8.8)%         (1.5)%
  Dallas                                            8,197           8,428           8,925           (2.7)%         (8.2)%
  Tampa                                             2,627           2,965           2,777          (11.4)%         (5.4)%
  Other                                             5,643           5,741           5,923           (1.7)%         (4.7)%
                                                  -------         -------         -------
      Total same store NOI                        $41,791         $44,891         $43,338           (6.9)%         (3.6)%
                                                  -------         -------         -------



Copyright (C) Post Apartment Homes, LP All Rights Reserved                    17




TABLE 3

RECONCILIATION OF SEGMENT CASH FLOW DATA TO STATEMENTS OF CASH FLOWS
(Dollars in thousands)



                                                                              THREE MONTHS ENDED
                                                                                  MARCH 31,
                                                                             --------------------
                                                                              2003          2002
                                                                             ------        ------
                                                                                     
Recurring capital expenditures by operating segment
Same store                                                                   $1,308        $1,450
Partially stabilized                                                             46             2
Construction and lease-up                                                        10             5
Other segments                                                                   98           422
                                                                             ------        ------
Total recurring capital expenditures per statements of cash flows            $1,462        $1,879
                                                                             ======        ======
Non-recurring capital expenditures by operating segment
Same store                                                                   $  599        $  478
Partially stabilized                                                             39             3
Construction and lease-up                                                         4             1
Other segments                                                                  316            65
                                                                             ------        ------
Total non-recurring capital expenditures per statements of cash flows        $  958        $  547
                                                                             ======        ======



TABLE 4

COMPUTATION OF INTEREST AND FIXED CHARGE COVERAGE RATIOS
(Dollars in thousands)



                                                                                     THREE MONTHS ENDED
                                                                                          MARCH 31,
                                                                                  -----------------------
                                                                                    2003             2002
                                                                                  --------         --------

                                                                                             
Income (loss) from continuing operations                                          $(27,299)        $ 21,442

Minority interest of common unitholders                                             (3,877)           2,543
Minority interest of preferred unitholders                                           1,400            1,400
Gain on property sales                                                                  --          (13,275)
Asset impairment charges                                                            14,118               --
Depreciation expense                                                                22,728           19,902
Depreciation (company share) of assets held in unconsolidated entities                 466              138
Interest expense                                                                    16,561           13,144
Interest expense (company share) of assets held in unconsolidated entities             405               91
Amortization of deferred financing costs                                               788              555
Severance charges                                                                   19,712               --
                                                                                  --------         --------
Income available for debt service (A)                                             $ 45,002         $ 45,940
                                                                                  ========         ========
Interest expense                                                                  $ 16,561         $ 13,144
Interest expense (company share) of assets held in unconsolidated entities             405               91
                                                                                  --------         --------
Interest expense for purposes of computation (B)                                    16,966           13,235
Dividends and distributions to preferred shareholders and unitholders                4,262            4,262
                                                                                  --------         --------
Fixed charges for purposes of computation (C)                                     $ 21,228         $ 17,497
                                                                                  ========         ========
Interest coverage ratio (A/B)                                                          2.7              3.5
                                                                                  ========         ========
Fixed charge coverage ratio (A/C)                                                      2.1              2.6
                                                                                  ========         ========



================================================================================
Copyright(C)2003 Post Apartment Homes, LP All Rights Reserved                 18








TABLE 5

COMPUTATION OF DEBT RATIOS
(Dollars in thousands)



                                                                             AS OF                AS OF
                                                                        MARCH 31, 2003        MARCH 31, 2002
                                                                        --------------        --------------
                                                                                        

Total real estate assets per balance sheet                                $ 2,374,312          $ 2,476,804
Plus:
Accumulated depreciation per balance sheet                                    448,341              389,136
Accumulated depreciation on assets held for sale (1)                           16,336               24,942
                                                                          -----------          -----------
Total undepreciated real estate assets (A)                                  2,838,989            2,890,882
Less:
Advances to unconsolidated joint ventures equal to
  joint venture partner's share of joint venture construction debt            (90,214)             (61,563)
Total undepreciated real estate assets                                    -----------          -----------
   (adjusted for joint venture partner's share of debt) (B)               $ 2,748,775          $ 2,829,319
                                                                          ===========          ===========

Total debt per balance sheet (C)                                          $ 1,384,266          $ 1,379,276
Less:
Joint venture partner's share of joint venture construction debt              (90,214)             (61,563)
                                                                          -----------          -----------
Total debt adjusted for joint venture partner's share (D)                 $ 1,294,052          $ 1,317,713
                                                                          ===========          ===========
Total debt as a % of undepreciated real estate assets (C/A)                      48.8%                47.7%
                                                                          ===========          ===========
Total debt as a % of undepreciated real estate assets
   (adjusted for joint venture partner's share of debt) (D/B)                    47.1%                46.6%
                                                                          ===========          ===========



================================================================================
Copyright(C)2003 Post Apartment Homes, LP All Rights Reserved                 19