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): August 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)

(404) 846-5000

(Registrants’ telephone number, including area code)

Not Applicable

(Former Name or Former Address, if Changed Since Last Report)

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

(c) Exhibits

Exhibit
Number	Description
99.1	Supplemental and Other Data

Item 12.    Disclosure of Financial Results and Financial Condition.

Post Properties, Inc. (the “Company”) and Post Apartment Homes, L.P. (together with the Company, the “Registrants”) are filing a presentation of Supplemental and Other Data that the Company uses internally to calculate Net Asset Value. The Supplemental and Other Data contains information about the Registrants’ financial condition or results of operations for the quarterly period ended June 30, 2003. The Supplemental and Other Data is attached hereto as Exhibit 99.1.

The Company uses certain non-GAAP financial measures in the Supplemental and Other 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. A description of these measures and the reasons why the Registrants believe such measures are useful is contained in Exhibit 99.1.

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: August 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: August 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	Description
99.1	Supplemental and Other Data

EX-99.1 3 g84266exv99w1.txt EX-99.1/SUPPLEMENTAL AND OTHER DATA EXHIBIT 99.1 SUPPLEMENTAL FINANCIAL AND OTHER DATA This supplement provides adjustments to certain GAAP financial measures and Net Operating Income, which is a supplemental non-GAAP financial measure, that the company makes internally to calculate Net Asset Value ("NAV"). In addition, the company believes that investors and analysts use similar measures in estimating the company's NAV. These measures, as adjusted, are supplemental non-GAAP financial measures. With the exception of Net Operating Income, the most comparable GAAP measure for each of the non-GAAP measures presented below in the "As Adjusted" column is the corresponding number presented in the first column listed below. In this supplement, the company presents Net Operating Income for the quarter ended June 30, 2003 for properties stabilized by the beginning of the quarter ended June 30, 2003 so that a capitalization rate may be applied and a value for the assets determined. Properties not stabilized by the beginning of the quarter ended June 30, 2003 are presented at full undepreciated cost. Other tangible assets are also presented, as well as total liabilities and the liquidation value of preferred shares and units. The company believes it is important to provide these measures to allow investors to easily come to their own calculations of NAV. The company also believes that internal and external NAV estimates are a useful benchmark of the value of the company's assets over time and provide a useful measure for analyzing the company's trading price on the New York Stock Exchange. FINANCIAL DATA (In thousands)

THREE MONTHS ENDED AS INCOME STATEMENT DATA JUNE 30, 2003 ADJUSTMENTS ADJUSTED - --------------------- ------------- ----------- -------- Rental revenues $79,312 $(5,448) (1) $73,864 Other property revenues 3,155 (274) (1) 2,881 ------- ------- ------- Total rental and other revenues (A) 82,467 (5,722) 76,745 Property operating & maintenance expenses (excluding depreciation and amortization) (B) 34,611 (6,185) (1) 28,426 ------- ------- ------- Property net operating income (2) (Table 1) (A-B) $47,856 $ 463 $48,319 ======= ======= ======= Apartment units represented 28,917 (1,691) (3) 27,226

AS OF AS OTHER ASSET DATA JUNE 30, 2003 ADJUSTMENTS ADJUSTED - ---------------- ------------- ----------- --------- Cash & equivalents $ 4,302 $ -- $ 4,302 Construction in progress 33,784 193,607 (4) 227,391 Land held for development or sale 24,299 10,705 (5) 35,004 Investments in and advances to unconsolidated real estate entities (including construction loans receivable) 100,356 (17,201)(6) 83,155 Other assets (7) 41,833 -- 41,833 Total assets of unconsolidated real estate entities(8) 132,248 (97,016)(8) 35,232

EXHIBIT 99.1 LIABILITY DATA - -------------- Tax-exempt debt 214,380 -- 214,380 Other notes payable 1,045,546 -- 1,045,546 Other liabilities (9) 109,857 -- 109,857 Total liabilities of unconsolidated real estate entities (10) 102,396 (66,557)(10) 35,839 OTHER DATA - ---------- Liquidation value of preferred units $ 70,000 $ -- $ 70,000 Liquidation value of preferred shares $145,000 $ -- $145,000 Common units outstanding 4,430 -- 4,430 Common shares outstanding 37,657 -- 37,657 TABLE 1 RECONCILIATION OF PROPERTY NET OPERATING INCOME (NOI) TO INCOME (LOSS) FROM CONTINUING OPERATIONS BEFORE EQUITY IN INCOME (LOSSES) OF UNCONSOLIDATED ENTITIES, GAINS ON PROPERTY SALES AND MINORITY INTEREST (In thousands)

THREE MONTHS ENDED JUNE 30, 2003 ------------------ Consolidated property NOI $ 47,856 Add: Interest income 251 Minority interest in consolidated property partnerships 348 Less: Depreciation (22,476) Interest (17,396) Amortization of deferred loan costs (968) General and administrative (3,342) Severance charges (1,795) Proxy and related cost (5,231) -------- Income (loss) from continuing operations before equity in income (losses) of unconsolidated entities, gains on property sales and minority interest $ (2,753) ========

EXHIBIT 99.1 (1) The adjustments reflect a reduction of rental revenues ($3,816) and other property revenues ($109) and property operating and maintenance expenses (excluding depreciation and amortization) ($1,880) from properties that had not reached a stabilized occupancy of 95% by March 31, 2003 (Post Harbour Place(TM), Post Luminaria(TM) and Post Toscana(TM)). The adjustments also include additions for the company's 35% share of rental revenues ($290) and other property revenues ($20) and property operating and maintenance expenses (excluding depreciation and amortization) ($127) from Post Biltmore(TM), a property accounted for on the equity method of accounting. In addition, the adjustments reflect a reduction of rental revenues ($1,922) and other revenues ($185) and property operating and maintenance expenses (excluding depreciation and amortization) ($1,608) relating to the company's corporate apartment business. Lastly, the adjustment to property operating and maintenance expenses (excluding depreciation and amortization) also includes a reduction for corporate property management expenses ($2,824). (2) Net Operating Income ("NOI") is a supplemental non-GAAP financial measure. The company uses NOI as an operating measure. NOI is defined as rental and other revenues from real estate operations less total property and maintenance expenses from real estate operations (excluding depreciation and amortization). The company believes that NOI 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 company, in evaluating the performance of geographic operations, Same Store groupings and individual properties. Additionally, the company believes that NOI, as defined, is a widely accepted measure of comparative operating performance in the real estate investment community. The company believes that the line on the Registrants' consolidated statement of operations entitled "income (loss) 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 NOI. The adjustment reflects the aggregate cost investment in projects that had not reached a stabilized occupancy of 95% as of March 31, 2003. A reconciliation of NOI to income (loss) from continuing operations before equity in income (losses) of consolidated entities, gains on property sales and minority interest is included with this supplement (see Table 1). (3) The adjustment reflects a reduction of total apartment units for properties that had not reached a stabilized occupancy of 95% by March 31, 2003 (Post Harbour Place(TM), Post Luminaria(TM), Post Toscana(TM), Post Peachtree(TM), Post Massachusetts Avenue(TM) - 1,512 unit total reduction) and a reduction of 65% of the 276 units at Post Biltmore(TM) (179 unit reduction) to adjust the Post Biltmore(TM) units to the company's 35% share of the units. (4) The adjustment reflects the amount required for the "As Adjusted" amount to equal the aggregate cost investment in projects that had not reached a stabilized occupancy of 95% as of March 31, 2003 (Post Harbour Place(TM), Post Luminaria(TM), Post Toscana(TM)). EXHIBIT 99.1 (5) The adjustment reflects land parcels included on the balance sheet as a component of assets held for sale. (6) The "As of June 30, 2003" amount represents the company's investment in and advances to unconsolidated entities. The adjustment reflects the company's equity investments in unconsolidated entities. The "As Adjusted" amount represents the construction loans receivable from the unconsolidated entities. (7) These amounts consist of restricted cash and other assets, per the company's balance sheet. (8) The "As of June 30, 2003" amount represents total assets of unconsolidated entities. The adjustment includes the additions to add back the accumulated depreciation of such assets ($4,019) and a reduction for the venture partner's 65% share of assets before accumulated depreciation of Post Peachtree(TM) and Post Massachusetts Avenue(TM) ($65,432). The adjustment also includes a reduction for all of the undepreciated real estate assets of the company's Post Biltmore(TM) project ($35,603) as that project reached stabilized occupancy prior to March 31, 2003. The "As Adjusted" amount represents the company's 35% share of undepreciated assets of unconsolidated entities plus the company's 35% share of the cash and other assets of its Post Biltmore(TM) property. (9) These amounts consist of the sum of accrued interest payable, dividends and distributions payable, accounts payable and accrued expenses and security deposits and prepaid rents as reflected on the company's balance sheet. (10) The "As of June 30, 2003" amount represents total liabilities of unconsolidated entities. The adjustment represents a reduction for the venture partner's 65% share of liabilities of unconsolidated entities. The "As Adjusted" amount represents the company's 35% share of liabilities of unconsolidated entities. -----END PRIVACY-ENHANCED MESSAGE-----

EX-99.1

                                                                   EXHIBIT 99.1

SUPPLEMENTAL FINANCIAL AND OTHER DATA

This supplement provides adjustments to certain GAAP financial measures and Net
Operating Income, which is a supplemental non-GAAP financial measure, that the
company makes internally to calculate Net Asset Value ("NAV"). In addition, the
company believes that investors and analysts use similar measures in estimating
the company's NAV. These measures, as adjusted, are supplemental non-GAAP
financial measures. With the exception of Net Operating Income, the most
comparable GAAP measure for each of the non-GAAP measures presented below in
the "As Adjusted" column is the corresponding number presented in the first
column listed below. In this supplement, the company presents Net Operating
Income for the quarter ended June 30, 2003 for properties stabilized by the
beginning of the quarter ended June 30, 2003 so that a capitalization rate may
be applied and a value for the assets determined. Properties not stabilized by
the beginning of the quarter ended June 30, 2003 are presented at full
undepreciated cost. Other tangible assets are also presented, as well as total
liabilities and the liquidation value of preferred shares and units. The
company believes it is important to provide these measures to allow investors
to easily come to their own calculations of NAV. The company also believes that
internal and external NAV estimates are a useful benchmark of the value of the
company's assets over time and provide a useful measure for analyzing the
company's trading price on the New York Stock Exchange.

FINANCIAL DATA
(In thousands)


                                                      THREE MONTHS
                                                          ENDED                              AS
INCOME STATEMENT DATA                                 JUNE 30, 2003   ADJUSTMENTS         ADJUSTED
- ---------------------                                 -------------   -----------         --------
                                                                                 
Rental revenues                                          $79,312        $(5,448) (1)       $73,864
Other property revenues                                    3,155           (274) (1)         2,881
                                                         -------        -------            -------
     Total rental and other revenues (A)                  82,467         (5,722)            76,745
Property operating & maintenance expenses
   (excluding depreciation and amortization) (B)          34,611         (6,185) (1)        28,426
                                                         -------        -------            -------
Property net operating income (2) (Table 1) (A-B)        $47,856        $   463            $48,319
                                                         =======        =======            =======

Apartment units represented                               28,917         (1,691) (3)        27,226




                                                               AS OF                                  AS
OTHER ASSET DATA                                           JUNE 30, 2003     ADJUSTMENTS           ADJUSTED
- ----------------                                           -------------     -----------           ---------
                                                                                          
Cash & equivalents                                            $  4,302        $    --              $  4,302
Construction in progress                                        33,784          193,607 (4)         227,391
Land held for development or sale                               24,299           10,705 (5)          35,004
Investments in and advances to unconsolidated real
   estate entities (including construction loans
   receivable)                                                 100,356          (17,201)(6)          83,155
Other assets (7)                                                41,833             --                41,833
Total assets of unconsolidated real estate entities(8)         132,248          (97,016)(8)          35,232




                                                                   EXHIBIT 99.1



LIABILITY DATA
- --------------
                                                                                          

Tax-exempt debt                                                214,380             --               214,380
Other notes payable                                          1,045,546             --             1,045,546
Other liabilities (9)                                          109,857             --               109,857
Total liabilities of unconsolidated
   real estate entities (10)                                   102,396          (66,557)(10)         35,839

OTHER DATA
- ----------
Liquidation value of preferred units                          $ 70,000        $    --              $ 70,000
Liquidation value of preferred shares                         $145,000        $    --              $145,000

Common units outstanding                                         4,430             --                 4,430
Common shares outstanding                                       37,657             --                37,657



TABLE 1

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



                                                                               THREE MONTHS ENDED
                                                                                  JUNE 30, 2003
                                                                               ------------------
                                                                            
Consolidated property NOI                                                           $ 47,856
Add:
   Interest income                                                                       251
   Minority interest in consolidated property partnerships                               348
Less:
   Depreciation                                                                      (22,476)
   Interest                                                                          (17,396)
   Amortization of deferred loan costs                                                  (968)
   General and administrative                                                         (3,342)
   Severance charges                                                                  (1,795)
   Proxy and related cost                                                             (5,231)
                                                                                    --------

Income (loss) from continuing operations before equity in income (losses) of
   unconsolidated entities, gains on property sales and minority interest           $ (2,753)
                                                                                    ========





                                                                   EXHIBIT 99.1


(1)      The adjustments reflect a reduction of rental revenues ($3,816) and
         other property revenues ($109) and property operating and maintenance
         expenses (excluding depreciation and amortization) ($1,880) from
         properties that had not reached a stabilized occupancy of 95% by March
         31, 2003 (Post Harbour Place(TM), Post Luminaria(TM) and Post
         Toscana(TM)). The adjustments also include additions for the
         company's 35% share of rental revenues ($290) and other property
         revenues ($20) and property operating and maintenance expenses
         (excluding depreciation and amortization) ($127) from Post
         Biltmore(TM), a property accounted for on the equity method of
         accounting. In addition, the adjustments reflect a reduction of
         rental revenues ($1,922) and other revenues ($185) and property
         operating and maintenance expenses (excluding depreciation and
         amortization) ($1,608) relating to the company's corporate apartment
         business. Lastly, the adjustment to property operating and
         maintenance expenses (excluding depreciation and amortization) also
         includes a reduction for corporate property management expenses
         ($2,824).

(2)      Net Operating Income ("NOI") is a supplemental non-GAAP financial
         measure. The company uses NOI as an operating measure. NOI is defined
         as rental and other revenues from real estate operations less total
         property and maintenance expenses from real estate operations
         (excluding depreciation and amortization). The company believes that
         NOI 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 company, in
         evaluating the performance of geographic operations, Same Store
         groupings and individual properties. Additionally, the company
         believes that NOI, as defined, is a widely accepted measure of
         comparative operating performance in the real estate investment
         community. The company believes that the line on the Registrants'
         consolidated statement of operations entitled "income (loss) 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 NOI. The adjustment reflects the
         aggregate cost investment in projects that had not reached a
         stabilized occupancy of 95% as of March 31, 2003. A reconciliation of
         NOI to income (loss) from continuing operations before equity in
         income (losses) of consolidated entities, gains on property sales and
         minority interest is included with this supplement (see Table 1).

(3)      The adjustment reflects a reduction of total apartment units for
         properties that had not reached a stabilized occupancy of 95% by March
         31, 2003 (Post Harbour Place(TM), Post Luminaria(TM), Post
         Toscana(TM), Post Peachtree(TM), Post Massachusetts Avenue(TM) -
         1,512 unit total reduction) and a reduction of 65% of the 276 units
         at Post Biltmore(TM) (179 unit reduction) to adjust the Post
         Biltmore(TM) units to the company's 35% share of the units.

(4)      The adjustment reflects the amount required for the "As Adjusted"
         amount to equal the aggregate cost investment in projects that had not
         reached a stabilized occupancy of 95% as of March 31, 2003 (Post
         Harbour Place(TM), Post Luminaria(TM), Post Toscana(TM)).



                                                                   EXHIBIT 99.1


(5)      The adjustment reflects land parcels included on the balance sheet as
         a component of assets held for sale.

(6)      The "As of June 30, 2003" amount represents the company's investment
         in and advances to unconsolidated entities. The adjustment reflects
         the company's equity investments in unconsolidated entities. The "As
         Adjusted" amount represents the construction loans receivable from the
         unconsolidated entities.

(7)      These amounts consist of restricted cash and other assets, per the
         company's balance sheet.

(8)      The "As of June 30, 2003" amount represents total assets of
         unconsolidated entities. The adjustment includes the additions to add
         back the accumulated depreciation of such assets ($4,019) and a
         reduction for the venture partner's 65% share of assets before
         accumulated depreciation of Post Peachtree(TM) and Post Massachusetts
         Avenue(TM) ($65,432). The adjustment also includes a reduction for all
         of the undepreciated real estate assets of the company's Post
         Biltmore(TM) project ($35,603) as that project reached stabilized
         occupancy prior to March 31, 2003. The "As Adjusted" amount represents
         the company's 35% share of undepreciated assets of unconsolidated
         entities plus the company's 35% share of the cash and other assets of
         its Post Biltmore(TM) property.

(9)      These amounts consist of the sum of accrued interest payable,
         dividends and distributions payable, accounts payable and accrued
         expenses and security deposits and prepaid rents as reflected on the
         company's balance sheet.

(10)     The "As of June 30, 2003" amount represents total liabilities of
         unconsolidated entities. The adjustment represents a reduction for the
         venture partner's 65% share of liabilities of unconsolidated entities.
         The "As Adjusted" amount represents the company's 35% share of
         liabilities of unconsolidated entities.