-----BEGIN PRIVACY-ENHANCED MESSAGE----- Proc-Type: 2001,MIC-CLEAR Originator-Name: webmaster@www.sec.gov Originator-Key-Asymmetric: MFgwCgYEVQgBAQICAf8DSgAwRwJAW2sNKK9AVtBzYZmr6aGjlWyK3XmZv3dTINen TWSM7vrzLADbmYQaionwg5sDW3P6oaM5D3tdezXMm7z1T+B+twIDAQAB MIC-Info: RSA-MD5,RSA, KjWcejEIVgHyG5D29UN73T6fivWomRdOWwv5ImKC3hFM/mO08YTNG9opRZWIUn8b /G/aS8QVIfJRylLwEMrctg== 0000950144-03-012195.txt : 20031104 0000950144-03-012195.hdr.sgml : 20031104 20031104075618 ACCESSION NUMBER: 0000950144-03-012195 CONFORMED SUBMISSION TYPE: 8-K PUBLIC DOCUMENT COUNT: 3 CONFORMED PERIOD OF REPORT: 20031104 ITEM INFORMATION: ITEM INFORMATION: Financial statements and exhibits FILED AS OF DATE: 20031104 FILER: COMPANY DATA: COMPANY CONFORMED NAME: POST PROPERTIES INC CENTRAL INDEX KEY: 0000903127 STANDARD INDUSTRIAL CLASSIFICATION: REAL ESTATE INVESTMENT TRUSTS [6798] IRS NUMBER: 581550675 STATE OF INCORPORATION: GA FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: 8-K SEC ACT: 1934 Act SEC FILE NUMBER: 001-12080 FILM NUMBER: 03974465 BUSINESS ADDRESS: STREET 1: 4401 NORTHSIDE PARKWAY STREET 2: SUITE 800 CITY: ATLANTA STATE: GA ZIP: 30327 BUSINESS PHONE: 4048465000 MAIL ADDRESS: STREET 1: 4401 NORTHSIDE PARKWAY STREET 2: SUITE 800 CITY: ATLANTA STATE: GA ZIP: 30327 FILER: COMPANY DATA: COMPANY CONFORMED NAME: POST APARTMENT HOMES LP CENTRAL INDEX KEY: 0001012271 STANDARD INDUSTRIAL CLASSIFICATION: OPERATORS OF APARTMENT BUILDINGS [6513] IRS NUMBER: 582053632 STATE OF INCORPORATION: GA FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: 8-K SEC ACT: 1934 Act SEC FILE NUMBER: 000-28226 FILM NUMBER: 03974464 BUSINESS ADDRESS: STREET 1: 4401 NORTHSIDE PARKWAY STREET 2: SUITE 800 CITY: ATLANTA STATE: GA ZIP: 30327 BUSINESS PHONE: 404-846-5000 MAIL ADDRESS: STREET 1: 4401 NORTHSIDE PARKWAY STREET 2: SUITE 800 CITY: ATLANTA STATE: GA ZIP: 30327 8-K 1 g85613e8vk.htm POST PROPERTIES, INC. POST PROPERTIES, INC.
 

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): November 4, 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)

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

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     Earnings Release
           
    99.2     Supplemental Financial Data

Item 12. Disclosure of Financial Results and Financial Condition.

     On November 3, 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 September 30, 2003. The Earnings Release and Supplemental Financial Data contain information about the Registrants’ financial condition and results of operations for the quarterly period ended September 30, 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.

 


 

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: November 4, 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: November 4, 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

     
Earnings   Description

 
99.1   Earnings Release
     
99.2   Supplemental Financial Data

  EX-99.1 3 g85613exv99w1.txt EX-99.1 EARNINGS RELEASE Contact: Janie Maddox Post Properties, Inc. (404) 846-5056 POST PROPERTIES ANNOUNCES THIRD QUARTER EARNINGS Investor/Analyst Conference Call Scheduled for November 4, 2003 at 10:00 a.m. EST ATLANTA, November 3, 2003 - Post Properties, Inc. (NYSE: PPS) announced today a net loss available to common shareholders of $4.5 million for the third quarter of 2003, compared to net income available to common shareholders of $3.3 million for the third quarter of 2002. On a diluted per share basis, the net loss available to common shareholders was $0.12 for the third quarter of 2003, compared to net income available to common shareholders of $0.09 for the third quarter of 2002. For the nine months ended September 30, 2003, the net loss available to common shareholders was $3.1 million, compared to net income available to common shareholders of $39.6 million for the nine months ended September 30, 2002. On a diluted per share basis, the net loss available to common shareholders was $0.08 for the first nine months of 2003, compared to net income available to common shareholders of $1.07 for the same period of 2002. Excluding severance and proxy charges, net income available to common shareholders totaled $20.7 million, or $0.55 per diluted share, for the first nine months of 2003. A reconciliation of net income available to common shareholders to net income available to common shareholders excluding severance and proxy charges is provided in Table 1. In October 2003, the National Association of Real Estate Investment Trusts ("NAREIT") issued additional guidance modifying the definition of funds from operations ("FFO"). The first modification revised the treatment of asset impairment losses and impairment losses incurred to write-down assets to their fair value at the date assets are classified as held for sale, to include such losses in FFO. Previously such losses were excluded from FFO, consistent with the treatment of gains on property sales. The second modification clarified the treatment of original issue costs and premiums paid on preferred stock redemptions to deduct such costs and premiums in determining FFO available to common shareholders. This modification was consistent with the recently clarified treatment of these costs under GAAP. The company has adopted the modifications to the definition of FFO effective with its reported results for the period ended September 30, 2003. The modification of FFO related to preferred stock redemption costs was not applicable for the company for the periods presented. Prior period and prior year presentations of FFO have been restated to conform with the revised NAREIT definition of FFO. FFO is a supplemental non-GAAP financial measure used by real estate investment trusts to measure and compare operating performance. FFO for the third quarter of 2003 totaled $16.8 million, or $0.40 per diluted share, compared to $25.3 million, or $0.60 per diluted share, for the third quarter of 2002. Excluding asset impairment charges, FFO for the third quarter of 2003 totaled $20.1 million, or $0.48 per diluted share, compared to $27.2 million, or $0.65 per diluted share, for the third quarter of 2002. FFO excluding asset impairment charges was consistent with management's previously issued guidance. FFO for the nine months ended September 30, 2003 totaled $20.2 million, or $0.48 per diluted share, compared to $75.2 million, or $1.79 per diluted share, for the nine months ended September 30, 2002. Excluding severance, proxy and asset impairment charges, FFO for the nine months ended September 30, 2003 totaled $64.4 million, or $1.53 per diluted share, compared to $84.7 million, or $2.01 per diluted share, for the nine months ended September 30, 2002. A reconciliation of FFO to GAAP net income is included in the financial data (Table 2) accompanying this press release. Total revenues from continuing operations were $73.5 million for the third quarter of 2003, compared to $73.2 million for the third quarter of 2002. For the nine months ended September 30, 2003, total revenues from continuing operations were $217.5 million, compared to $215.1 million for the same period in 2002. MATURE COMMUNITY DATA For the third quarter of 2003, average economic occupancy at the company's 57 mature (same store) communities, containing 19,646 apartment units, was 93.1%, compared to 93.0% for the third quarter of 2002. For the nine months ended September 30, 2003, average economic occupancy for these mature communities was 91.5%, compared to 91.0% for the same period in 2002. Total revenues for the mature communities decreased 3.5% during the third quarter of 2003, compared to the third quarter of 2002, and operating expenses increased 1.0%, resulting in a 6.0% decline in same store net operating income (NOI), or $2.2 million ($0.05 per diluted share). For the nine months ended September 30, 2003, total revenues for the mature communities decreased 4.0% compared to the same period in 2002, while operating expenses increased 0.8%, resulting in a 6.5% decline in same store NOI, or $7.4 million ($0.18 per diluted share). On a sequential basis, total revenues for the mature communities increased 1.5% during the third quarter of 2003, compared to the second quarter of 2003, and operating expenses increased 2.2%, resulting in a 1.1% increase in same store NOI, or $0.4 million ($0.01 per diluted share). For the third quarter of 2003, average economic occupancy was 93.1% compared to 91.4% for the second quarter of 2003. Same store NOI is a supplemental non-GAAP financial measure. A reconciliation of same store NOI to the comparable GAAP financial measure is included in the financial data (Table 3) accompanying this press release. ASSET SALES AND CAPITAL REINVESTMENT STRATEGY For the nine months ended September 30, 2003, the company's net proceeds from the sale of three assets totaled approximately $170 million (including the repayment of a joint venture loan). The company realized GAAP accounting gains on the sale of these three properties of approximately $42 million, and gains on gross book value (before depreciation) of approximately $25 million. The company sold no apartment communities during the third quarter of 2003. Consistent with its previously announced strategy, the company is currently marketing 11 additional properties, with 5,175 apartment units, for sale over approximately the next six months. These properties, which are being marketed by a number of third-party brokers, consist of the company's only apartment community, with 403 units, located in Phoenix, AZ, six apartment communities, with 2,728 units and an average age of approximately 16 years, located in Atlanta, GA, three apartment communities, with 1,304 units and an average age of approximately 14 years, located in Dallas, TX, and one approximately 15-year old, 740-unit apartment community, located in Orlando, FL. These sales are part of the company's plans to focus its operations in fewer key markets, maintain the low average age and high quality of the portfolio, reduce the company's market concentration in Atlanta, GA and Dallas, TX, take advantage of strong asset pricing for apartments and enhance per share net asset value. Total estimated gross proceeds from these sales are expected to be approximately $340 million to $350 million -- up from the previously announced $250 million to $300 million -- and would bring the total gross proceeds from Post's asset sales over the past four years to more than $1 billion. The estimated closing dates of the 11 properties currently being marketed range from late in the fourth quarter of 2003 to early in the second quarter of 2004. The company intends to use the proceeds of these sales for various purposes, which may include common equity repurchases, preferred equity redemptions, debt reduction, new development and acquisitions that further the geographic diversification and quality of the portfolio. In connection with the sale of six of the properties discussed above (five in Atlanta, GA and one in Orlando, FL), the company expects that the purchaser(s) will acquire those properties subject to a combined total of approximately $119 million of tax-exempt mortgage debt. Merrill Lynch, the company's financial advisor, as part of its ongoing review of strategies to increase shareholder value, is assisting the company in evaluating capital reinvestment alternatives. The planned asset sales discussed above are expected to produce GAAP accounting gains (before the effect of asset impairment charges) of approximately $125 million to $135 million and gains in excess of gross book value (before depreciation and write-downs for asset impairment charges) of approximately $40 million to $50 million. Taxable capital gains to the company from these sales are estimated to total more than $100 million. The company expects to be able to use its regular quarterly dividend of 45 cents per share, as well as other tax planning strategies, to pay out or otherwise mitigate the impact of these taxable capital gains, but may evaluate a special dividend in 2004. Said David Stockert, Post's CEO and President, "We continue to pursue an aggressive and successful program of asset sales designed to achieve several important benefits. We are taking advantage of high demand for apartment properties as a net seller, and realizing the value of our assets, while shaping the portfolio to produce over time a more diversified and stable cash flow stream." One of the properties discussed above, a 166-unit apartment community located in Atlanta, GA, is currently under contract to be sold to an entity controlled by L. Barry Teague, a unitholder who served as a director of Post from February 2003 to September 2003. Mr. Teague was the high bidder for the asset in an auction sales process conducted by a third-party broker. The contract with Mr. Teague stipulates that approximately 40% of the $13 million purchase price will consist of a redemption of a portion of Mr. Teague's partnership units in Post Apartment Homes, L.P., the operating partnership that owns substantially all of Post's assets. Partnership units are convertible, on a one-for-one basis, into shares of Post, or into cash at the company's option. The redemption price per unit has been set at $24.83, which is a discount of 10% to the average daily closing price of Post common stock on the New York Stock Exchange for the twenty consecutive trading days prior to the effective date of the contract. DEVELOPMENT ACTIVITY The company currently has two high-rise apartment communities in lease-up. Post Toscana, located in New York City, and Post Massachusetts Avenue, located in Washington, D.C., are both complete and are expected to achieve stabilized occupancy as scheduled. The company is continuing to pursue the pre-development of its project located in the Carlyle master-planned development in Alexandria, VA and expects to commence construction in the late Spring of 2004. The project is to comprise 353 high-rise and mid-rise luxury apartments and 20,000 square feet of retail space in phase one, with development costs currently estimated at approximately $81 million. It is located adjacent to the 2.4 million square foot campus of the U.S. Patent and Trade Office (PTO) currently under construction and is within walking distance of the King Street Metro station. The PTO is expected to employ more than 7,000 employees at Carlyle and is expected to begin taking occupancy by year-end 2003. Post also owns land on which it ultimately expects to develop a second phase, which includes an additional 325,000 square feet of residential entitlements. Post's development partner, the New York State Common Retirement Fund, is currently reviewing the opportunity to participate in phase one of Post's Carlyle development. REFINANCING ACTIVITY Upon their maturity on October 1, 2003, the company repaid $100 million of its 7.25% unsecured notes, using borrowings under its unsecured line of credit. COMPENSATION PACKAGE FOR CHAIRMAN OF THE BOARD The company also announced today a compensation package for its Chairman, Robert C. Goddard, III. As consideration for his services as non-executive Chairman, Mr. Goddard will receive an annual retainer of $100,000. In addition, Mr. Goddard received a stock option grant to purchase 100,000 shares of common stock, at the current market price on the date of the grant, and a grant of shares of restricted stock equal to $200,000 in value, each such grant vesting over five years. The company's compensation committee also agreed that it would annually consider granting Mr. Goddard additional stock options and restricted stock based on performance. Mr. Stockert remarked, "Bob has provided valuable leadership since his election as Chairman of the Board in February. The compensation committee, acting with the assistance of independent compensation consultants, put together a package to provide appropriate incentives to drive shareholder value and recognize that Bob will continue to spend significant time and energy in his role as Chairman." 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 fourth quarter of 2003 will be in a range of $0.30 to $0.31. Management is currently expecting to close the sale of two assets in the fourth quarter of 2003. Management believes that the company's FFO per share for the fourth quarter of 2003 will be in a range of $0.47 to $0.48. Management's estimates of per share FFO for the fourth quarter of 2003 are based on the following assumptions: reduced interest expense resulting from the retirement of $100 million of 7.25% senior unsecured notes with the proceeds from short-term floating rate debt; seasonal decreases in same store NOI, as compared to same store NOI for the third quarter of 2003; dilution from asset sales which are expected to be completed in the fourth quarter of 2003, the proceeds of which will be used primarily to pay down short-term floating rate debt; the impact of reducing the amount of internal personnel costs capitalized to development projects as those properties were completed and placed in service; and increased general and administrative expenses. A reconciliation of projected net income per diluted share to projected FFO per diluted share for the fourth quarter of 2003 is included in the financial data (Table 5) accompanying this press release. SUPPLEMENTAL FINANCIAL DATA The company also produces Supplemental Financial Data that includes detailed information regarding the company's operating results and balance sheet. This Supplemental Financial Data is considered an integral part of this earnings release and is available on the Company's website. The Company's earnings release and the Supplemental Financial Data is available through the company's web site at "http://www.postproperties.com/posthome.nsf/ExtList/2003- 3QFinancials". 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. NON-GAAP FINANCIAL MEASURES The company uses certain non-GAAP financial measures in this earnings release and in its Supplemental Financial Data available on the company's website. These non-GAAP financial measures include FFO, net operating income, same store capital expenditures, net income, FFO and FAD excluding certain accounting charges, and certain debt statistics and ratios. The definitions of these non-GAAP financial measures are summarized below and on page 21 of the Supplemental Financial Data. The company believes that these measures are helpful to investors in measuring financial performance and/or liquidity and comparing such performance and/or liquidity to other REITS. FUNDS FROM OPERATIONS - The company uses FFO as an operating measure. The company uses the NAREIT definition of 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. In October 2003, NAREIT issued additional guidance modifying the definition of FFO. The first modification revised the treatment of asset impairment losses and impairment losses incurred to write-down assets to their fair value at the date assets are classified as held for sale, to include such losses in FFO. Previously such losses were excluded from FFO consistent with the treatment of gains on property sales. The second modification clarified the treatment of original issue costs and premiums paid on preferred stock redemptions to deduct such costs and premiums in determining FFO available to common shareholders. This modification was consistent with the recently clarified treatment of these costs under GAAP. The company has adopted the modifications to the definition of FFO effective with its reported results for the period ended September 30, 2003. Prior period and prior year presentations of FFO have been restated to conform with the revised definition of FFO. 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 company's 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 company agrees with the concept of FFO and appreciates the reasons surrounding its creation, the company believes that FFO is an important supplemental measure of operating performance. In addition, since most equity REITs provide FFO information to the investment community, the company believes that FFO is a useful supplemental measure for comparing the company's results to those of other equity REITs. The company believes that the line on its consolidated statement of operations entitled "net income (loss) available to common shareholders" is the most directly comparable GAAP measure to FFO. The company also computes 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 company's quarterly dividends and distributions. FUNDS AVAILABLE FOR DISTRIBUTION - The company also uses funds available for distribution ("FAD") as an operating measure. FAD is defined as FFO less capital expenditures funded by operations. The company believes 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, capital expenditures and dividends and distributions. In addition, since most equity REITs provide FAD information to the investment community, the company believes that FAD is a useful supplemental measure for comparing the company to other equity REITs. The company believes that the line on its consolidated statement of operations entitled "net income (loss) available to common shareholders" is the most directly comparable GAAP measure to FAD. The company also computes 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 company's quarterly dividends and distributions. PROPERTY NET OPERATING INCOME - The company uses property NOI, including same store NOI and same store NOI by market, 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 (exclusive of 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 generally incurred at the corporate level. 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 its 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 NOI. SAME STORE CAPITAL EXPENDITURES - The company uses 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 company believes that same store recurring and non-recurring capital expenditures are important indicators of the costs incurred by the company in maintaining its same store communities on an ongoing basis. The corresponding GAAP measures include information with respect to the company's 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 company believes that the company's presentation of same store recurring and non-recurring capital expenditures is necessary to demonstrate same store replacement costs over time. The company believes that the most directly comparable GAAP measure to same store recurring and non-recurring capital expenditures are the lines on the company's consolidated statements of cash flows entitled "recurring capital expenditures" and "non-recurring capital expenditures." NET INCOME, FFO AND FAD EXCLUDING CERTAIN CHARGES - The company uses net income, FFO and FAD excluding one-time severance, proxy and impairment charges as operating measures. The company reports net income, FFO and FAD excluding certain one-time, non-cash charges as alternative financial measures of core operating performance. The company believes 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 company further believes that one-time, non-cash charges of the nature incurred in 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 company believes the investment and analyst communities desire to understand the meaningful components of the company's performance and that these non-GAAP measures assist in providing such supplemental measures. The company believes 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 company's consolidated statements of operations entitled "net income (loss) available to common shareholders." The company computes 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 company's quarterly dividends and distributions. DEBT STATISTICS AND DEBT RATIOS - The company uses 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 partners' 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 company's debt agreements, including, among others, the company's revolving line of credit and the company's senior unsecured notes. In addition, the company presents these measures because the degree of leverage could affect the company's ability to obtain additional financing for working capital, capital expenditures, acquisitions, development or other general corporate purposes. The company uses these measures internally as an indicator of liquidity and the company believes that these measures are also utilized by the investment and analyst communities to better understand the company's liquidity. CONFERENCE CALL INFORMATION The company will hold its quarterly conference call on Tuesday, November 4, 2003, at 10 a.m. EST. The telephone numbers are 1-800-256-8682 for domestic calls and 334-323-7224 for international callers. Callers should reference "Post Properties' Third Quarter 2003 Earnings Call." 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, November 17, at 11:59 p.m. EST. The telephone numbers for the replay are 1-800-858-5309 for domestic callers and 334-323-7226 for international callers. The access code for the replay is 40970. The passcode for the replay is 38791. A replay of the call also will be available through Tuesday, December 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 Financial Data. Both documents will be available on the company's website at "http://www.postproperties.com/posthome.nsf/ExtList/ 2003-3QFinancials" 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 28,917 apartment homes in 78 communities, including 468 units currently under development and lease-up. 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 anticipated asset sales during the fourth quarter of 2003 and the first half of 2004 (including the estimated proceeds and the use of proceeds from such sales) and the company's projected net income per diluted share and projected FFO per diluted share for the fourth quarter of 2003. 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: 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 or acquisition of additional apartment communities; the uncertainties associated with the company's current and planned future 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 NINE MONTHS ENDED SEPTEMBER 30, SEPTEMBER 30, ----------------------------- ----------------------------- 2003 2002 2003 2002 ------------ ------------ ------------ ------------ OPERATING DATA Revenues $ 73,480 $ 73,246 $ 217,460 $ 215,074 Net income (loss) available to common shareholders (4,514) 3,291 (3,135) 39,649 Net income (loss) available to common shareholders, excluding severance and proxy charges (Table 1) (4,514) 3,291 20,693 39,649 Funds from operations available to common shareholders (Table 2) 16,759 25,307 20,194 75,170 Funds from operations available to common shareholders, excluding severance, proxy and asset impairment charges (Table 2) 20,103 27,156 64,393 84,672 Weighted average shares outstanding - diluted 37,857,411 36,916,835 37,524,488 36,941,598 Weighted average shares and units outstanding - diluted 42,206,352 42,035,723 42,103,916 42,060,486 PER COMMON SHARE DATA - DILUTED Net income (loss) available to common shareholders $ (0.12) $ 0.09 $ (0.08) $ 1.07 Net income (loss) available to common shareholders, excluding severance and proxy charges (Table 1) $ (0.12) $ 0.09 $ 0.55 $ 1.07 Funds from operations available to common shareholders (Table 2) $ 0.40 $ 0.60 $ 0.48 $ 1.79 Funds from operations available to common shareholders, excluding severance, proxy and asset impairment charges (Table 2) $ 0.48 $ 0.65 $ 1.53 $ 2.01 Dividends declared $ 0.45 $ 0.78 $ 1.35 $ 2.34
TABLE 1 RECONCILIATION OF NET INCOME AVAILABLE TO COMMON SHAREHOLDERS TO NET INCOME AVAILABLE TO COMMON SHAREHOLDERS, EXCLUDING SEVERANCE AND PROXY CHARGES (Unaudited; in thousands, except per share amounts)
THREE MONTHS ENDED NINE MONTHS ENDED SEPTEMBER 30, SEPTEMBER 30, --------------------- --------------------- 2003 2002 2003 2002 -------- -------- -------- -------- Net income (loss) available to common shareholders $ (4,514) $ 3,291 $ (3,135) $ 39,649 Severance charges - - 21,506 - Proxy and related costs - - 5,231 - Minority interest impact of charges (1) - - (2,909) - -------- -------- -------- -------- Net income (loss) available to common shareholders, excluding severance and proxy charges $ (4,514) $ 3,291 20,693 39,649 ======== ======== ======== ======== Weighted average shares outstanding - diluted 37,857 36,917 37,524 36,942 ======== ======== ======== ======== Net income available to common shareholders, excluding severance, proxy and asset impairment charges - per diluted share $ (0.12) $ 0.09 $ 0.55 $ 1.07 ======== ======== ======== ========
(1) Computed at 10.88% for the nine months ended September 30, 2003. TABLE 2 RECONCILIATION OF NET INCOME AVAILABLE TO COMMON SHAREHOLDERS TO FUNDS FROM OPERATIONS AVAILABLE TO COMMON SHAREHOLDERS (Unaudited; in thousands, except per share amounts)
THREE MONTHS ENDED NINE MONTHS ENDED SEPTEMBER 30, SEPTEMBER 30, -------------------- -------------------- 2003 2002 2003 2002 -------- -------- -------- -------- NET INCOME (LOSS) AVAILABLE TO COMMON SHAREHOLDERS $ (4,514) $ 3,291 $ (3,135) $ 39,649 Minority interest of common unitholders - continuing operations (457) 244 (3,160) 2,791 Minority interest in discontinued operations 11 211 2,783 2,699 Gains on property sales - continuing operations - - - (13,275) Gains on property sales - unconsolidated entities - - (8,395) - Losses (gains) on property sales - discontinued operations (excluding asset impairment losses) (185) 321 (33,690) (18,065) Depreciation on wholly-owned real estate assets, net 21,571 20,904 64,555 60,635 Depreciation on real estate assets held in unconsolidated entities 333 336 1,236 736 -------- -------- -------- -------- FUNDS FROM OPERATIONS AVAILABLE TO COMMON SHAREHOLDERS (1) 16,759 25,307 20,194 75,170 Severance charges - - 21,506 - Proxy and related costs - - 5,231 - Asset impairment charges 3,344 1,849 17,462 9,502 -------- -------- -------- -------- FUNDS FROM OPERATIONS AVAILABLE TO COMMON SHAREHOLDERS, EXCLUDING SEVERANCE, PROXY AND ASSET IMPAIRMENT CHARGES $ 20,103 $ 27,156 $ 64,393 $ 84,672 ======== ======== ======== ======== Weighted average shares and units outstanding - diluted 42,206 42,036 42,104 42,060 ======== ======== ======== ======== Funds from operations - per diluted share $ 0.40 $ 0.60 $ 0.48 $ 1.79 ======== ======== ======== ======== Funds from operations, excluding severance, proxy and asset impairment charges - per diluted share $ 0.48 $ 0.65 $ 1.53 $ 2.01 ======== ======== ======== ========
(1) For the three and nine months ended September 30, 2002, FFO available to common shareholders has been restated from the prior year presentation to reflect a reduction of $1,849 and $9,502 for impairment losses on real estate assets resulting from the NAREIT modification of the definition of FFO. For the nine months ended September 30, 2003, FFO available to common shareholders has been restated to reflect a reduction of $14,118 for impairment losses on real estate recognized in the first half of 2003. Additionally for the nine months ended September 30, 2002, FFO has been restated from the prior year presentation to reflect a reduction of $136 for early debt extinguishment costs reclassified from extraordinary items to operating expenses under SFAS No. 145. TABLE 3 RECONCILIATION OF SAME STORE NET OPERATING INCOME (NOI) TO INCOME FROM CONTINUING OPERATIONS BEFORE EQUITY IN INCOME (LOSSES) OF UNCONSOLIDATED ENTITIES, GAINS ON PROPERTY SALES AND MINORITY INTEREST (Dollars in thousands)
THREE MONTHS ENDED NINE MONTHS ENDED SEPTEMBER 30, SEPTEMBER 30, --------------------------- --------------------------- 2003 2002 2003 2002 ------------ ------------ ------------ ------------ Total same store NOI $ 35,247 $ 37,483 $ 105,980 $ 113,376 Property NOI from other operating segments 6,763 5,452 19,424 13,771 ------------ ------------ ------------ ------------ Consolidated property NOI 42,010 42,935 125,404 127,147 Add: Interest income 223 316 708 1,002 Minority interest in consolidated property partnerships 677 537 1,359 1,480 Less: Depreciation (21,553) (19,311) (62,097) (55,637) Interest (17,122) (13,676) (48,992) (37,386) Amortization of deferred loan costs (1,084) (588) (2,840) (1,711) General and administrative (3,735) (3,495) (10,697) (10,980) Other expenses (277) - (844) (136) Severance charges - - (21,506) - Proxy and related charges - - (5,231) - Income (loss) from continuing operations before equity in income (losses) of unconsolidated entities, gains on ------------ ------------ ------------ ------------ property sales and minority interest $ (861) $ 6,718 $ (24,736) $ 23,779 ============ ============ ============ ============
TABLE 4 SAME STORE NET OPERATING INCOME (NOI) SUMMARY BY MARKET (Dollars in thousands)
THREE MONTHS ENDED NINE MONTHS ENDED SEPTEMBER 30, SEPTEMBER 30, ----------------------- ----------------------- 2003 2002 % CHANGE 2003 2002 % CHANGE ---------- ---------- ---------- --------- ---------- ---------- Rental and other revenues Atlanta $ 32,740 $ 34,242 (4.40)% $ 97,509 $ 102,398 (4.80)% Dallas 12,200 12,591 (3.10)% 36,362 37,598 (3.30)% Tampa 4,400 4,577 (3.90)% 13,051 13,829 (5.60)% Other 6,634 6,597 0.60% 19,619 19,611 - ---------- ---------- --------- ---------- Total rental and other revenues 55,974 58,007 (3.50)% 166,541 173,436 (4.00)% ---------- ---------- --------- ---------- Property operating and maintenance expenses (excluding depreciation and amortization) Atlanta 11,727 11,247 4.30% 33,782 32,881 2.70% Dallas 4,941 5,236 (5.60)% 14,731 15,018 (1.90)% Tampa 1,753 1,753 - 5,146 5,233 (1.70)% Other 2,306 2,288 0.80% 6,902 6,928 (0.40)% ---------- ---------- --------- ---------- Total property operating and maintenance expenses (excluding depreciation and amortization) 20,727 20,524 1.00% 60,561 60,060 0.80% ---------- ---------- --------- ---------- Net operating income Atlanta 21,013 22,995 (8.60)% 63,727 69,517 (8.30)% Dallas 7,259 7,355 (1.30)% 21,631 22,580 (4.20)% Tampa 2,647 2,824 (6.30)% 7,905 8,596 (8.00)% Other 4,328 4,309 0.50 % 12,717 12,683 0.30 % ---------- ---------- --------- ---------- Total same store NOI $ 35,247 $ 37,483 (6.00)% $ 105,980 $ 113,376 (6.50)% ---------- ---------- --------- ----------
TABLE 5 RECONCILIATION OF FORECASTED NET INCOME PER COMMON SHARE TO FORECASTED FUNDS FROM OPERATIONS PER COMMON SHARE
Three months ended December 31, 2003 ------------------------ Low Range High Range Forecasted net income, per share $ 0.30 $ 0.31 Forecasted gains on property sales, per share (0.30) (0.31) Forecasted real estate depreciation, per share 0.47 0.48 --------- ---------- Forecasted funds from operations, per share $ 0.47 $ 0.48 ========= ==========
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EX-99.2 4 g85613exv99w2.txt EX-99.2 SUPPLEMENTAL FINANCIAL DATA . . . THIRD QUARTER 2003 Supplemental Financial Data TABLE OF CONTENTS
Page Consolidated Statements of Operations .......................................... 3 Calculation of Funds from Operations and Funds Available for Distribution ...... 6 Same Store Operating Results ................................................... 8 Consolidated Balance Sheets .................................................... 10 Consolidated Debt Summary ...................................................... 11 Summary of Construction and Initial Lease-Up Communities ....................... 14 Asset Sales Summary ............................................................ 15 Capitalized Costs Summary ...................................................... 16 Investments in Unconsolidated Real Estate Entities ............................. 17 Net Asset Value Supplemental Information ....................................... 19 Definitions and Reconciliations of Supplemental Non-GAAP Financial Measures ....................................................................... 21
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: 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 or acquisition 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 NINE MONTHS ENDED SEPTEMBER 30, SEPTEMBER 30, --------------------------- --------------------------- 2003 2002 2003 2002 ------------ ------------ ------------ ------------ REVENUES Rental $ 70,440 $ 70,263 $ 208,785 $ 205,853 Other 2,817 2,667 7,967 8,219 Interest 223 316 708 1,002 ------------ ------------ ------------ ------------ Total revenues 73,480 73,246 217,460 215,074 ------------ ------------ ------------ ------------ EXPENSES Property operating and maintenance (exclusive of items shown separately below) 31,247 29,995 91,348 86,925 Depreciation 21,553 19,311 62,097 55,637 Interest 17,122 13,676 48,992 37,386 Amortization of deferred financing costs 1,084 588 2,840 1,711 General and administrative 3,735 3,495 10,697 10,980 Minority interest in consolidated property partnerships (677) (537) (1,359) (1,480) Other 277 - 844 136 Severance charges (1) - - 21,506 - Proxy and related costs (2) - - 5,231 - ------------ ------------ ------------ ------------ Total expenses 74,341 66,528 242,196 191,295 ------------ ------------ ------------ ------------ INCOME (LOSS) FROM CONTINUING OPERATIONS BEFORE EQUITY IN INCOME (LOSSES) OF UNCONSOLIDATED ENTITIES, GAINS ON PROPERTY SALES AND MINORITY INTEREST (861) 6,718 (24,736) 23,779 Equity in income (losses) of unconsolidated real estate entities 60 (441) 7,768 (1,284) Gains on property sales (3) - - - 13,275 Minority interest of preferred unitholders (1,400) (1,400) (4,200) (4,200) Minority interest of common unitholders 457 (244) 3,160 (2,791) ------------ ------------ ------------ ------------ INCOME (LOSS) FROM CONTINUING OPERATIONS (1,744) 4,633 (18,008) 28,779 ------------ ------------ ------------ ------------ DISCONTINUED OPERATIONS (3) Income (loss) from discontinued operations, net of minority interest 2,925 3,426 (3,584) 11,937 Gains (losses) on properties held for sale and sold, net of minority interest (2,833) (1,906) 27,044 7,520 ------------ ------------ ------------ ------------ INCOME FROM DISCONTINUED OPERATIONS 92 1,520 23,460 19,457 ------------ ------------ ------------ ------------ NET INCOME (LOSS) (1,652) 6,153 5,452 48,236 Dividends to preferred shareholders (2,862) (2,862) (8,587) (8,587) ------------ ------------ ------------ ------------ NET INCOME (LOSS) AVAILABLE TO COMMON SHAREHOLDERS $ (4,514) $ 3,291 $ (3,135) $ 39,649 ============ ============ ============ ============ PER COMMON SHARE DATA - BASIC (4) Income (loss) from continuing operations (net of preferred dividends) $ (0.12) $ 0.05 $ (0.71) $ 0.55 Income from discontinued operations - 0.04 0.63 0.52 ------------ ------------ ------------ ------------ Net income (loss) available to common shareholders $ (0.12) $ 0.09 $ (0.08) $ 1.07 ============ ============ ============ ============ Dividends declared $ 0.45 $ 0.78 $ 1.35 $ 2.34 ============ ============ ============ ============ Weighted average common shares outstanding - basic 37,840,954 36,913,074 37,522,832 36,897,867 ============ ============ ============ ============ Weighted average common shares and units outstanding - basic 42,189,895 42,031,962 42,102,260 42,016,755 ============ ============ ============ ============ PER COMMON SHARE DATA - DILUTED (4) Income (loss) from continuing operations (net of preferred dividends) $ (0.12) $ 0.05 $ (0.71) $ 0.55 Income from discontinued operations - 0.04 0.63 0.52 ------------ ------------ ------------ ------------ Net income (loss) available to common shareholders $ (0.12) $ 0.09 $ (0.08) $ 1.07 ============ ============ ============ ============ Dividends declared $ 0.45 $ 0.78 $ 1.35 $ 2.34 ============ ============ ============ ============ Weighted average common shares outstanding - diluted 37,857,411 36,916,835 37,524,488 36,941,598 ============ ============ ============ ============ Weighted average common shares and units outstanding - diluted 42,206,352 42,035,723 42,103,916 42,060,486 ============ ============ ============ ============
Copyright (C) 2003 Post Apartment Homes, LP All Rights Reserved 3 POST PROPERTIES, INC. NOTES TO CONSOLIDATED STATEMENTS OF OPERATIONS (1) For the nine months ended September 30, 2003, the severance charges included a second quarter charge of $1,795 related to the departure of two executive officers and a first quarter non-cash charge of $19,712 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 first quarter charge consisted of a $13,994 charge representing the discounted present value of the estimated payments to be made to these individuals under their existing employment contracts and a $5,718 charge representing the discounted 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. (2) Proxy and related costs for the nine months ended September 30, 2003 represented the legal, advisory and other expenses associated with the proxy contest concluded in the second quarter. In addition, the amount included the estimated legal and settlement costs associated with the resolution of two derivative and purported class action lawsuits filed against the Company during the proxy contest. These lawsuits are expected to be settled subsequent to September 30, 2003. (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. 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 may not be comparable between the periods presented. For the three and nine months ended September 30, 2003, income from discontinued operations included the results of operations of 11 communities, containing 5,175 units, classified as held for sale at September 30, 2003 and the results of operations of communities sold in 2003 through their sale date. For the three and nine months ended September 30, 2002, income from discontinued operations included the results of operations of all communities classified as held for sale at September 30, 3003, communities sold in 2003 and the results of operations of communities and commercial properties sold in 2002 through their sale dates. The revenues and expenses of these communities for the three and nine months ended September 30, 2003 and 2002 were as follows:
THREE MONTHS ENDED NINE MONTHS ENDED SEPTEMBER 30, SEPTEMBER 30, -------------------- -------------------- 2003 2002 2003 2002 -------- -------- -------- -------- REVENUES Rental $ 9,918 $ 14,085 $ 32,837 $ 46,746 Other 510 644 1,521 2,025 -------- -------- -------- -------- Total revenues 10,428 14,729 34,358 48,771 -------- -------- -------- -------- EXPENSES Property operating and maintenance (exclusive of items shown separately below) 4,196 5,772 13,482 18,966 Depreciation 1,610 2,816 6,276 8,640 Interest 1,361 2,240 4,584 7,572 Asset impairment charge - - 14,118 - -------- -------- -------- -------- Total expenses 7,167 10,828 38,460 35,178 -------- -------- -------- -------- INCOME (LOSS) FROM DISCONTINUED OPERATIONS BEFORE MINORITY INTEREST 3,261 3,901 (4,102) 13,593 Minority interest (336) (475) 518 (1,656) -------- -------- -------- -------- INCOME (LOSS) FROM DISCONTINUED OPERATIONS $ 2,925 $ 3,426 $ (3,584) $ 11,937 ======== ======== ======== ========
During the third quarter of 2003, the Company reclassified an impairment loss of $14,118 from continuing operations to discontinued operations. The impairment loss, originally recorded in the first quarter 2003, related to the write-down of the cost of the Company's apartment community located in Phoenix, Arizona to its estimated fair value. The reclassification of the impairment loss to discontinued operations in the nine months ended September 30, 2003, reflects the designation of this community as held for sale during the third quarter of 2003. For the three months ended September 30, 2003, the Company recognized net losses from discontinued operations of $3,344 ($2,999 net of minority interest), resulting from the reserve to write-down to fair value one community classified as held for sale during the period reduced by gains of $185 ($166 net of minority interest) from the sale of land. For the nine months ended September 30, 2003, the Company recognized net gains from discontinued operations of $35,102 ($31,283 net of minority interest) on the sale of two communities containing 1,009 units and a land parcel, reduced by losses of $4,757 ($4,239 net of minority interest) resulting from losses on the sale of certain land parcels and reserves to write-down to fair value one community and certain other land parcels classified as held for sale. Copyright (C) 2003 Post Apartment Homes, LP All Rights Reserved 4 (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 September 30, 2003, there were 42,220,022 units of the Operating Partnership outstanding, of which 37,999,594 or 90.0% were owned by the Company. The diluted weighted average shares and units outstanding for the three and nine months ended September 30, 2003 were 42,206,352 and 42,103,916, respectively. The diluted weighted average shares and units outstanding for the three and nine months ended September 30, 2002 were 42,035,723 and 42,060,486 respectively. Copyright (C) 2003 Post Apartment Homes, LP All Rights Reserved 5 POST PROPERTIES, INC. CALCULATION OF FUNDS FROM OPERATIONS AND FUNDS AVAILABLE FOR DISTRIBUTION AVAILABLE TO COMMON SHAREHOLDERS (Dollars in thousands, except per share or unit data) (Unaudited) A reconciliation of net income available to common shareholders to funds from operations available to common shareholders and funds available for distribution to common shareholders is provided below.
THREE MONTHS ENDED NINE MONTHS ENDED SEPTEMBER 30, SEPTEMBER 30, --------------------------- --------------------------- 2003 2002(1) 2003(1) 2002(1) ------------ ------------ ------------ ------------ NET INCOME (LOSS) AVAILABLE TO COMMON SHAREHOLDERS $ (4,514) $ 3,291 $ (3,135) $ 39,649 Minority interest of common unitholders - continuing operations (457) 244 (3,160) 2,791 Minority interest in discontinued operations (2) 11 211 2,783 2,699 Gains on property sales - continuing operations - - - (13,275) Gains on property sales - unconsolidated entities - - (8,395) - Losses (gains) on property sales - discontinued operations (excluding asset impairment charges) (185) 321 (33,690) (18,065) Depreciation on wholly-owned real estate assets, net (3) 21,571 20,904 64,555 60,635 Depreciation on real estate assets held in unconsolidated entities 333 336 1,236 736 ------------ ------------ ------------ ------------ FUNDS FROM OPERATIONS AVAILABLE TO COMMON SHAREHOLDERS, AS DEFINED (A) 16,759 25,307 20,194 75,170 Severance charges - - 21,506 - Proxy and related costs - - 5,231 - Asset impairment charges 3,344 1,849 17,462 9,502 ------------ ------------ ------------ ------------ FUNDS FROM OPERATIONS AVAILABLE TO COMMON SHAREHOLDERS, EXCLUDING SEVERANCE, PROXY AND IMPAIRMENT CHARGES (B) $ 20,103 $ 27,156 $ 64,393 $ 84,672 ============ ============ ============ ============ FUNDS FROM OPERATIONS AVAILABLE TO COMMON SHAREHOLDERS, AS DEFINED $ 16,759 $ 25,307 $ 20,194 $ 75,170 Recurring capital expenditures (2,996) (2,584) (6,982) (7,315) Non-recurring capital expenditures (1,055) (810) (3,231) (2,075) ------------ ------------ ------------ ------------ FUNDS AVAILABLE FOR DISTRIBUTION TO COMMON SHAREHOLDERS (4) (C) 12,708 21,913 9,981 65,780 Severance charges - - 21,506 - Proxy and related costs - - 5,231 - Asset impairment charges 3,344 1,849 17,462 9,502 ------------ ------------ ------------ ------------ FUNDS AVAILABLE FOR DISTRIBUTION TO COMMON SHAREHOLDERS, EXCLUDING SEVERANCE, PROXY AND IMPAIRMENT CHARGES (4) (D) $ 16,052 $ 23,762 $ 54,180 $ 75,282 ============ ============ ============ ============ PER COMMON SHARE DATA - BASIC Funds from operations per share or unit, as defined (A/F) $ 0.40 $ 0.60 $ 0.48 $ 1.79 Funds available for distribution per share or unit, as defined (4) (C/F) $ 0.30 $ 0.52 $ 0.24 $ 1.57 Funds from operations per share or unit, excluding severance, proxy and impairment charges (B/F) $ 0.48 $ 0.65 $ 1.53 $ 2.02 Funds available for distribution per share or unit, excluding severance, proxy and impairment charges (4) D/F) $ 0.38 $ 0.57 $ 1.29 $ 1.79 Dividends declared (E) $ 0.45 $ 0.78 $ 1.35 $ 2.34 Weighted average shares outstanding 37,840,954 36,913,074 37,522,832 36,897,867 Weighted average shares and units outstanding (F) 42,189,895 42,031,962 42,102,260 42,016,755 PER COMMON SHARE DATA - DILUTED Funds from operations per share or unit, as defined (A/G=W) $ 0.40 $ 0.60 $ 0.48 $ 1.79 Funds available for distribution per share or unit, as defined (4) (C/G=X) $ 0.30 $ 0.52 $ 0.24 $ 1.56 Funds from operations per share or unit, excluding severance, proxy and impairment charges (B/G=Y) $ 0.48 $ 0.65 $ 1.53 $ 2.01 Funds available for distribution per share or unit, excluding severance, proxy and impairment charges (4) (D/G=Z) $ 0.38 $ 0.57 $ 1.29 $ 1.79 Dividends declared (E) $ 0.45 $ 0.78 $ 1.35 $ 2.34 Weighted average shares outstanding 37,857,411 36,916,835 37,524,488 36,941,598 Weighted average shares and units outstanding (G) 42,206,352 42,035,723 42,103,916 42,060,486
Copyright (C) 2003 Post Apartment Homes, LP All Rights Reserved 6 DIVIDEND PAYOUT RATIO PER COMMON SHARE Payout ratio - funds from operations, as defined (E/W) 112.5% 130.0% 281.3% 130.7% Payout ratio - funds available for distribution, as defined (E/X) 150.0% 150.0% 562.5% 150.0% Payout ratio - funds from operations, excluding severance, proxy and impairment charges (E/Y) 93.8% 120.0% 88.2% 116.4% Payout ratio - funds available for distribution, excluding severance, proxy and impairment charges (E/Z) 118.4% 136.8% 104.7% 130.7%
(1) For the three and nine months ended September 30, 2002, FFO available to common shareholders has been restated from the prior year presentation to reflect a reduction of $1,849 and $9,502 for impairment losses on real estate assets resulting from the NAREIT modification of the definition of FFO. For the nine months ended September 30, 2003, FFO available to common shareholders has been restated to reflect a reduction of $14,118 for impairment losses on real estate recognized in the first half of 2003. Additionally, for the nine months ended September 30, 2002, FFO available to common shareholders has been restated from the prior year presentation to reflect a reduction of $136 for early debt extinguishment costs reclassified from extraordinary items to operating expenses under SFAS No. 145. (2) Represents the minority interest in earnings and gains (losses) on properties held for sale and sold reported as 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 entities. (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 $182 and $375 for the three months ended September 30, 2003 and 2002, respectively, and $521 and $923 for the nine months ended September 30, 2003 and 2002, respectively, are excluded from the calculation of funds available for distribution. Copyright (C) 2003 Post Apartment Homes, LP All Rights Reserved 7 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 22 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 57 communities containing 19,646 apartment units which were fully stabilized as of January 1, 2002, is summarized as follows:
THREE MONTHS ENDED NINE MONTHS ENDED SEPTEMBER 30, SEPTEMBER 30, ------------------ --------------------- 2003 2002 % CHANGE 2003 2002 % CHANGE -------- -------- -------- --------- --------- -------- Rental and other revenues $ 55,974 $ 58,007 (3.5)% $ 166,541 $ 173,436 (4.0)% Property operating and maintenance expenses (excluding depreciation and amortization) 20,727 20,524 1.0% 60,561 60,060 0.8% -------- -------- --------- --------- Same store net operating income $ 35,247 $ 37,483 (6.0)% $ 105,980 $ 113,376 (6.5)% ======== ======== ========= ========= Capital expenditures (1) Recurring Carpet $ 649 $ 536 21.1% $ 1,637 $ 1,279 28.0% Other 1,604 1,259 27.5% 3,520 3,340 5.4% -------- -------- --------- --------- Total recurring 2,253 1,795 25.5% 5,157 4,619 11.6% Non-recurring 912 438 108.2% 2,214 1,229 80.2% -------- -------- --------- --------- Total capital expenditures (A) $ 3,165 $ 2,233 41.7% $ 7,371 $ 5,848 26.0% ======== ======== ========= ========= Total capital expenditures per unit (A/19,646 UNITS) $ 161 $ 114 41.2% $ 375 $ 298 25.8% ======== ======== ========= ========= Average monthly rental rate per unit (2) $ 980 $ 1,028 (4.7)% $ 995 $ 1,050 (5.2)% ======== ======== ========= =========
(1) See Table 3 on page 24 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 2003 TO 2002 (Increase(decrease) from same period in prior year)
THREE MONTHS ENDED NINE MONTHS ENDED SEPTEMBER 30, SEPTEMBER 30, ---------------------------------------------- ---------------------------------------------- AVERAGE AVERAGE ECONOMIC ECONOMIC MARKET REVENUES (1) EXPENSES (1) NOI (1) OCCUPANCY REVENUES (1) EXPENSES (1) NOI (1) OCCUPANCY - --------- ------------ ------------ ------- --------- ------------ ------------ ------- --------- Atlanta (4.4)% 4.3% (8.6)% - (4.8)% 2.7% (8.3)% 0.6% Dallas (3.1)% (5.6)% (1.3)% (0.3)% (3.3)% (1.9)% (4.2)% 0.5% Tampa (3.9)% - (6.3)% 0.4% (5.6)% (1.7)% (8.0)% (2.0)% Other (2) 0.6% 0.8% 0.5% 1.0% - 0.4% 0.3% 2.0% ---- ---- ---- ----- ---- ---- ---- ---- Total (3.5)% 1.0% (6.0)% 0.1% (4.0)% 0.8% (6.5)% 0.5% ==== ==== ==== ===== ==== ==== ==== ====
(1) See Table 2 on page 23 for a reconciliation of these components of same store net operating income and Table 1 on page 22 for a reconciliation of same store net operating income to GAAP income from continuing operations before equity in income (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 and Nashville, TN. Copyright (C) 2003 Post Apartment Homes, LP All Rights Reserved 8 SAME STORE OCCUPANCY BY MARKET
AVERAGE ECONOMIC AVERAGE ECONOMIC OCCUPANCY (1) OCCUPANCY (1) -------------------- -------------------- THREE MONTHS ENDED NINE MONTHS ENDED PHYSICAL SEPTEMBER 30, SEPTEMBER 30, OCCUPANCY (2) APARTMENT % OF -------------------- -------------------- SEPTEMBER 30, MARKET UNITS UNITS 2003 2002 2003 2002 2003 - ------- --------- ----- ---- ---- ---- ---- ------------- Atlanta 11,886 60.5% 93.6% 93.6% 91.6% 91.0% 95.5% Dallas 4,353 22.2% 91.0% 91.3% 90.3% 89.8% 93.5% Tampa 1,439 7.3% 94.4% 94.0% 92.4% 94.4% 95.3% Other 1,968 10.0% 94.1% 93.1% 92.6% 90.6% 95.4% ------ ----- ---- ---- ---- ---- ---- Total 19,646 100.0% 93.1% 93.0% 91.5% 91.0% 95.0% ====== ===== ==== ==== ==== ==== ====
(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 92.2% and 91.4% for the three months ended September 30, 2003 and 2002, respectively, and 90.3% and 89.0% for the nine months ended September 30, 2003 and 2002, respectively. For the three months ended September 30, 2003 and 2002, concessions were $428 and $820, respectively, and employee discounts were $99 and $149, respectively. For the nine months ended September 30, 2003 and 2002, concessions were $1,844 and $3,092, respectively, and employee discounts were $332 and $484, 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 SEPTEMBER 30, 2003 JUNE 30, 2003 % CHANGE ------------------ ------------------ -------- Rental and other revenues $ 55,974 $ 55,135 1.5% Property operating and maintenance expenses (excluding depreciation and amortization) 20,727 20,284 2.2% ---------- ---------- Same store net operating income (1) $ 35,247 $ 34,851 1.1% ========== ========== Average economic occupancy 93.1% 91.4% 1.7% ========== ========== Average monthly rental rate per unit $ 980 $ 995 (1.5)% ========== ==========
SEQUENTIAL SAME STORE OPERATING RESULTS BY MARKET - COMPARISON OF THIRD QUARTER OF 2003 TO SECOND QUARTER 2003 (Increase (decrease) between periods)
AVERAGE ECONOMIC MARKET REVENUES (1) EXPENSES (1) NOI (1) OCCUPANCY - --------- ------------ ------------ ------- --------- Atlanta 1.8% 3.3% 0.9% 2.6 % Dallas 0.7% 0.6% 0.7% (0.2)% Tampa 1.3% 2.4% 0.6% 1.6 % Other (2) 2.1% 0.2% 3.1% 1.7 % --- --- --- --- Total 1.5% 2.2% 1.1% 1.7 % === === === ===
(1) See Table 2 on page 23 for a reconciliation of these components of same store net operating income and Table 1 on page 22 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 and Nashville, TN. Copyright (C) 2003 Post Apartment Homes, LP All Rights Reserved 9 POST PROPERTIES, INC. CONSOLIDATED BALANCE SHEETS (Dollars in thousands, except per share or unit data)
SEPTEMBER 30, DECEMBER 31, 2003 2002 ------------- ------------ ASSETS Real estate assets Land $ 254,000 $ 273,058 Building and improvements 1,880,223 1,976,809 Furniture, fixtures and equipment 211,791 246,634 Construction in progress 12,466 92,945 Investments in and advances to unconsolidated real estate entities 100,908 182,285 Land held for future development 11,988 24,879 ----------- ----------- 2,471,376 2,796,610 Less: accumulated depreciation (411,312) (426,136) Assets held for sale, net of accumulated depreciation of $82,286 and $17,829 at September 30, 2003 and December 31, 2002, respectively 199,723 73,061 ----------- ----------- Total real estate assets 2,259,787 2,443,535 Cash and cash equivalents 4,215 6,390 Restricted cash 2,024 1,369 Deferred charges, net 13,171 15,584 Other assets 37,270 41,273 ----------- ----------- Total assets $ 2,316,467 $ 2,508,151 =========== =========== LIABILITIES AND SHAREHOLDERS' EQUITY Notes payable $ 1,255,280 $ 1,414,555 Accrued interest payable 16,420 8,994 Dividend and distribution payable 19,466 33,252 Accounts payable and accrued expenses 81,706 49,124 Security deposits and prepaid rents 8,175 8,250 ----------- ----------- Total liabilities 1,381,047 1,514,175 ----------- ----------- Minority interest of preferred unitholders in Operating Partnership 70,000 70,000 ----------- ----------- Minority interest of common unitholders in Operating Partnership 72,714 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 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, 37,999,594 and 37,202,290 shares outstanding at September 30, 2003 and December 31, 2002, respectively 396 396 Additional paid-in capital 873,197 940,122 Accumulated earnings - - Accumulated other comprehensive income (14,297) (14,822) Deferred compensation (4,466) (639) ----------- ----------- 854,879 925,106 Less common stock in treasury, at cost, 1,676,610 shares and 2,473,914 shares at September 30, 2003 and December 31, 2002, respectively (62,173) (91,407) ----------- ----------- Total shareholders' equity 792,706 833,699 ----------- ----------- Total liabilities and shareholders' equity $ 2,316,467 $ 2,508,151 =========== ===========
Copyright (C) 2003 Post Apartment Homes, LP All Rights Reserved 10 POST PROPERTIES, INC. CONSOLIDATED DEBT SUMMARY (Dollars in thousands, except per share or unit data) (Unaudited) SUMMARY OF OUTSTANDING DEBT AT SEPTEMBER 30, 2003
WEIGHTED AVERAGE RATE (1) THREE MONTHS ENDED SEPTEMBER 30, PERCENTAGE -------------------------------- TYPE OF INDEBTEDNESS BALANCE OF TOTAL 2003 2002 - ------------------------------------------ ---------- ---------- -------- ------ Unsecured fixed rate senior notes $ 708,000 56.40% 7.40% 7.40% Secured tax exempt variable rate notes (2) 214,380 17.08% 1.50% 2.00% Secured conventional fixed rate notes 292,599 23.31% 6.77% 7.08% Lines of credit 40,301 3.21% 1.74% 2.71% ---------- ------ ---- ---- $1,255,280 100.00% 6.07% 5.76% ========== ====== ==== ====
PERCENTAGE BALANCE OF TOTAL DEBT ---------- ------------- Total fixed rate debt $1,000,599 79.71% Total variable rate debt 254,681 20.29% ---------- ------ Total debt $1,255,280 100.00% ========== ======
DEBT MATURITIES
WEIGHTED AVERAGE RATE AGGREGATE DEBT MATURITIES BY YEAR (3) AMOUNT ON DEBT MATURITIES (1) - ------------------------------------- -------------- ---------------------- Remainder of 2003 $ 100,601 (8) 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% ---------- $1,214,979 ==========
DEBT STATISTICS
NINE MONTHS ENDED SEPTEMBER 30, --------------------- 2003 2002 --------- ------ Interest coverage ratio (4)(5) 2.3 x (9) 3.1 x Fixed charge coverage ratio (4)(6) 1.9 x (9) 2.3 x Total debt as a % of undepreciated real estate (7) 45.6% 47.9% Total debt as a % of undepreciated real estate (adjusted for joint venture partner's share of debt) (7) 44.5% 46.1%
(1) Weighted average rate includes credit enhancements and other fees, where applicable. The weighted average rates for the three months ended September 30, 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 $40,301 maturing in 2004. (4) Calculated for the nine months ended September 30, 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, proxy 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 in Table 4 on page 24. (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, proxy 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 in Table 4 on page 24. (7) At September 30, 2003, the Company has provided construction financing to two 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 September 30, 2003 and 2002, the venture partner's share of the construction loans was $54,309 and $97,627, respectively. A computation of the debt ratios is included in Table 5 on page 25. (8) Upon their maturity on October 1, 2003, the Company repaid $100 million of its 7.25% unsecured notes, using borrowings under its unsecured line of credit. (9) The interest coverage and fixed charge coverage ratios, including discontinued operations, for the nine months ended September 30, 2003 would be 2.5x and 2.1x, respectively. Copyright (C) 2003 Post Apartment Homes, LP All Rights Reserved 11 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) SEPTEMBER 30, 2003 - ----------------------------------------------------------------------------- ------------------ Consolidated Debt to Total Assets cannot exceed 60% 45% Secured Debt to Total Assets cannot exceed 40% 18% Total Unencumbered Assets to Unsecured Debt must be at least 1.50/1 2.73/1 Consolidated Income Available for Debt Service Charge must be at least 1.50/1 2.53/1
(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.
AS OF SEPTEMBER 30, 2003 ------------------ RATIO OF CONSOLIDATED DEBT TO TOTAL ASSETS Consolidated debt, per balance sheet (A) $ 1,255,280 ============= Total assets, as defined (B) (Table A) $ 2,796,566 ============= Computed ratio (A/B) 45% ============= Required ratio (cannot exceed) 60% ============= RATIO OF SECURED DEBT TO TOTAL ASSETS Secured conventional fixed rate notes $ 292,599 Secured tax exempt variable rate notes 214,380 ------------- Total secured debt (C) $ 506,979 ============= Computed ratio (C/B) 18% ============= Required ratio (cannot exceed) 40% ============= RATIO OF TOTAL UNENCUMBERED ASSETS TO UNSECURED DEBT Consolidated debt, per balance sheet (A) $ 1,255,280 Total secured debt (C) (506,979) ------------- Total unsecured debt (D) $ 748,301 ============= Total unencumbered assets, as defined (E) (Table A) $ 2,043,113 ============= Computed ratio (E/D) 2.73 ============= 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) $ 184,645 ============= Annual Debt Service Charge, as defined (G) (Table B) $ 72,860 ============= Computed ratio (F/G) 2.53x ============= Required minimum ratio 1.50x =============
Copyright (C) 2003 Post Apartment Homes, LP All Rights Reserved 12 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 SEPTEMBER 30, 2003 ------------------ Total real estate assets $ 2,259,787 Add: Accumulated depreciation 411,312 Accumulated depreciation - assets held for sale 82,286 Other tangible assets (cash, restricted cash, other assets, exclusive of receivables) 43,181 ------------- Total assets for public debt covenant computations 2,796,566 Less: Encumbered real estate assets 753,453 ------------- Total unencumbered assets for public debt covenant computations $ 2,043,113 =============
TABLE B CALCULATION OF CONSOLIDATED INCOME AVAILABLE FOR DEBT SERVICE AND ANNUAL DEBT SERVICE CHARGE FOR PUBLIC DEBT COVENANT COMPUTATIONS (1)
NINE MONTHS ENDED SEPTEMBER 30, 2003 ------------------ CONSOLIDATED INCOME AVAILABLE FOR DEBT SERVICE Net income $ 5,452 Add: Minority interests 3,823 ------------- Income before minority interest 9,275 Add: Depreciation 62,097 Depreciation (company share) of assets held in unconsolidated entities 1,236 Depreciation of discontinued operations 6,276 Amortization of deferred financing costs 2,840 Severance charges 21,506 Proxy and related costs 5,231 Asset impairment charge 14,118 Interest expense 48,992 Interest expense (company share) of assets held in unconsolidated entities 1,069 Interest expense of discontinued operations 4,584 Less: Gains on property sales (before minority interest) (30,345) Gains on property sales - unconsolidated entities (8,395) ------------- Consolidated income available for debt service $ 138,484 ============= Consolidated income available for debt service (annualized) $ 184,645 ============= ANNUAL DEBT SERVICE CHARGE Consolidated interest expense $ 48,992 Interest expense (company share) of assets held in unconsolidated entities 1,069 Interest expense of discontinued operations 4,584 ------------- $ 54,645 ============= Annual debt service charge (interest expense annualized) $ 72,860 =============
(1) The actual calculation of these ratios requires the use of annual trailing financial data. These computations reflect annualized year-to-date 2003 results for comparison and presentation purposes. The computations using annual trailing financial data also reflect compliance with the debt covenants. Copyright (C) 2003 Post Apartment Homes, LP All Rights Reserved 13 POST PROPERTIES, INC. SUMMARY OF CONSTRUCTION AND INITIAL LEASE-UP COMMUNITIES
ESTIMATED AMOUNT ESTIMATED CONSTRUCTION SPENT QUARTER OF QUARTER OF QUARTER OF % % NUMBER OF COST AS OF CONSTRUCTION FIRST UNITS STABILIZED LEASED OCCUPIED METROPOLITAN AREA UNITS ($ IN MILLIONS) 9/30/2003 START AVAILABLE OCCUPANCY (1) 11/1/2003 11/1/2003 - -------------------------- --------- --------------- --------- ------------ ----------- ------------- --------- --------- WHOLLY OWNED CONSTRUCTION/ LEASE-UP COMMUNITIES NEW YORK CITY, NY POST TOSCANA(TM) 199 $ 92 $ 92 1Q '02 1Q '03 2Q '04 79.4% 74.9% SUBTOTAL WHOLLY-OWNED --- -------- ----- CONSTRUCTION/LEASE-UP COMMUNITIES 199 $ 92 $ 92 --- -------- ----- CO-INVESTMENT CONSTRUCTION/ LEASE-UP COMMUNITIES WASHINGTON D.C. POST MASSACHUSETTS AVENUE (TM) (2) 269 $ 72 $ 72 2Q '01 4Q '02 4Q '03 86.6% 84.4% --- -------- ----- SUBTOTAL CO-INVESTMENT CONSTRUCTION/LEASE-UP COMMUNITIES 269 $ 72 $ 72 --- -------- ----- CONSTRUCTION TOTALS 468 $ 164 $ 164 === ======== ===== LESS PARTNERS' PORTION $ (47) $ (47) -------- ----- POST PROPERTIES' FUNDING COMMITMENT $ 117 $ 117 ======== ===== WEIGHTED AVERAGE PROJECTED PROPERTY NET OPERATING INCOME AS A % OF TOTAL ESTIMATED CONSTRUCTION COST (3) 7.0% ========
(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) This community is 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) 2003 Post Apartment Homes, LP All Rights Reserved 14 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) Q2 2003 Post Park(R) Atlanta, GA 1998-1990 $ 78,156 Post Paseo Colorado Pasadena, CA 2002 250,639 $ 158,180,000 (5)(6) Q3 2003 None $ - ------------- $ 188,380,000 ============= Weighted Average Cap Rate - Apartment Assets 7.1%(7) =============
(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 gross proceeds from the sale of land in Tampa, FL and Austin, TX. (5) Includes gross proceeds of $98.0 million from the sale of a property held in joint venture. The company's share of the sale proceeds, including repayment of the company's construction loan to the joint venture, was approximately $75.0 million. (6) Excludes approximately $2.6 million of gross proceeds from the sale of land in Dallas, TX. (7) Based on prior calendar year's net operating income after adjustments for management fee (3.0%) and capital reserves ($300/unit), except for Post Paseo Colorado, a recently completed development, which is based on projected stabilized net operating income. Copyright (C) 2003 Post Apartment Homes, LP All Rights Reserved 15 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 and nine months ended September 30, 2003 and 2002 is detailed below.
THREE MONTHS ENDED NINE MONTHS ENDED SEPTEMBER 30, SEPTEMBER 30, -------------------------- -------------------------- 2003 2002 2003 2002 ----------- ----------- ----------- ----------- NEW COMMUNITY DEVELOPMENT AND ACQUISITION ACTIVITY $ 2,991 $ 25,533 $ 22,823 $ 118,293 NON-RECURRING CAPITAL EXPENDITURES Revenue generating additions and improvements (1) 105 340 837 1,306 Other community additions and improvements (2) 1,055 810 3,231 2,075 RECURRING CAPITAL EXPENDITURES Carpet replacements and other community additions and improvements (3) 2,996 2,584 6,982 7,315 Corporate additions and improvements 182 375 521 923 ----------- ----------- ----------- ----------- $ 7,329 $ 29,642 $ 34,394 $ 129,912 =========== =========== =========== =========== OTHER DATA Capitalized interest $ 225 $ 2,753 $ 3,338 $ 11,293 =========== =========== =========== =========== Capitalized personnel and associated costs (4) $ 387 $ 1,266 $ 1,566 $ 3,995 =========== =========== =========== ===========
(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) 2003 Post Apartment Homes, LP All Rights Reserved 16 POST PROPERTIES, INC. INVESTMENTS IN UNCONSOLIDATED REAL ESTATE ENTITIES (Dollars in thousands, except per share or unit data) (Unaudited) At September 30, 2003, the Company holds investments in three individual limited liability companies (the "Property LLCs") with an institutional investor. Each Property LLC owns a newly developed apartment community. At September 30, 2003, two of the apartment communities had achieved stabilized occupancy and one apartment community was in initial lease-up. The Company holds a 35% equity interest in the Property LLCs. The initial development costs of the apartment communities were funded through member equity contributions proportionate to the members' ownership interests and through construction financing provided by the Company. In June 2003, the underlying apartment community held by a fourth Property LLC was sold. The financial information below for the nine months ended September 30, 2003 reflects the gain on property sale of $8,395 and the operating results of this Property LLC through the sale date. The Company's share of this gain is included in the Company's share of net income (loss) shown in the table below. 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 $6,822 at September 30, 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:
SEPTEMBER 30, DECEMBER 31, BALANCE SHEET DATA 2003 2002 - ----------------------------------------- ---------- ---------- Real estate assets, net $ 128,278 $ 198,854 Cash and other 3,725 2,330 ---------- ---------- Total assets 132,003 201,184 ========== ========== Mortgage notes payable $ 16,835 $ - Construction notes payable to Company (1) 83,552 160,294 Other liabilities 1,593 3,975 ---------- ---------- Total liabilities 101,980 164,269 Members' equity 30,023 36,915 ---------- ---------- Total liabilities and members' equity $ 132,003 $ 201,184 ========== ========== Company's equity investment $ 17,356 $ 21,991 ========== ========== Company's share of notes payable $ 35,136 $ 56,103 ========== ==========
THREE MONTHS ENDED NINE MONTHS ENDED SEPTEMBER 30, SEPTEMBER 30, ------------------------ ------------------------ INCOME STATEMENT DATA 2003 2002 2003 2002 - --------------------------------------------- ---------- ---------- ---------- ---------- Revenue Rental $ 2,638 $ 1,006 $ 6,434 $ 1,888 Other 130 85 357 225 ---------- ---------- ---------- ---------- Total revenues 2,768 1,091 6,791 2,113 ---------- ---------- ---------- ---------- Expenses Property operating and maintenance 866 665 3,301 1,796 Depreciation 954 502 2,798 1,343 Interest 777 450 2,296 1,058 ---------- ---------- ---------- ---------- Total expenses 2,597 1,617 8,395 4,197 ---------- ---------- ---------- ---------- Income (loss) from continuing operations 171 (526) (1,604) (2,084) ---------- ---------- ---------- ---------- Discontinued operations Loss from discontinued operations - (700) (188) (1,553) Gain on property sale - - 26,179 - ---------- ---------- ---------- ---------- Income (loss) from discontinued operations - (700) 25,991 (1,553) ---------- ---------- ---------- ---------- Net income (loss) $ 171 $ (1,226) $ 24,387 $ (3,637) ========== ========== ========== ========== Company's share of net income (loss) $ 60 $ (441) $ 7,768 $ (1,284) ========== ========== ========== ==========
(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 September 30, 2003 and December 31, 2002, the venture partner's share of the construction loans was $54,309 and $104,191, respectively. Copyright (C) 2003 Post Apartment Homes, LP All Rights Reserved 17 The Company has committed construction financing to two of the Property LLCs totaling $85,491 ($83,552 funded at September 30, 2003). These loans earn interest at LIBOR plus 1.75% and are secured by the apartment communities. The loans mature on dates ranging from November 2003 to November 2004 and are expected to be repaid from the proceeds of permanent project financings. In the first quarter of 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. 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 was subject to project completion requirements, as defined. At September 30, 2003, the Company had met its remaining completion date requirement and will not be subject to any additional costs. Copyright (C) 2003 Post Apartment Homes, LP All Rights Reserved 18 POST PROPERTIES, INC. NET ASSET VALUE SUPPLEMENTAL INFORMATION (Dollars in thousands, except per share or unit data) (Unaudited) This supplemental financial and other data 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 the information below, the company presents Net Operating Income for the quarter ended September 30, 2003 for properties stabilized by the beginning of the quarter ended September 30, 2003 so that a capitalization rate may be applied and an approximate value for the assets determined. Properties not stabilized by the beginning of the quarter ended September 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 SEPTEMBER 30, 2003 ADJUSTMENTS ADJUSTED - ------------------------------------------------ ------------------ ------------ ------------ Rental revenues $ 70,440 $ 7,843(1) $ 78,283 Other property revenues 2,817 383(1) 3,200 ------------ ------------ ------------ Total rental and other revenues(A) 73,257 8,226 81,483 Property operating & maintenance expenses (excluding depreciation and amortization)(E) 31,247 (696)(1) 30,551 ------------ ------------ ------------ Property net operating income (Table 1)(A-B) $ 42,010 $ 8,922 $ 50,932 ============ ============ ============ Apartment units represented 28,917 (726)(2) 28,191
AS OF AS OTHER ASSET DATA SEPTEMBER 30, 2003 ADJUSTMENTS ADJUSTED - --------------------------------------------------- ------------------ ------------ ------------ Cash & equivalents $ 4,215 $ - $ 4,215 Construction in progress 12,466 91,558(3) 104,024 Land held for development or sale 11,988 10,160(4) 22,148 Investments in and advances to unconsolidated real estate entities (including construction loans receivable) 100,908 (17,356)(5) 83,552 Other assets (6) 39,294 - 39,294 Total assets of unconsolidated real estate entities (7) $ 132,003 $ (106,841)(7) $ 25,162 LIABILITY DATA Tax-exempt debt 214,380 - 214,380 Other notes payable 1,040,900 - 1,040,900 Other liabilities (8) 125,767 - 125,767 Total liabilities of unconsolidated real estate entities (9) 101,980 (66,287)(9) 35,693 OTHER DATA Liquidation value of preferred shares $ 145,000 $ - $ 145,000 Liquidation value of preferred units $ 70,000 $ - $ 70,000 Common shares outstanding 37,999 - 37,999 Common units outstanding 4,221 - 4,221
(1) The adjustments reflect a reduction of rental revenues ($634) and property operating and maintenance expenses (excluding depreciation and amortization) ($604) from a property that had not reached a stabilized occupancy of 95% by September 30, 2003 (Post Toscana(TM)). The adjustments also include additions for the rental revenues ($9,918) and other property revenues ($510) and property operating and maintenance expenses (excluding depreciation and amortization) ($4,196) of held for sale properties included in discontinued operations and for the company's 35% share of rental revenues ($528) and other property revenues ($28) and property operating and maintenance expenses (excluding depreciation and amortization) ($162) from Post Biltmore(TM) and Post Peachtree(TM), properties accounted for on the equity method of accounting. In addition, the adjustments reflect a reduction of rental revenues ($1,969) and other revenues ($155) and property operating and maintenance expenses (excluding depreciation and amortization) ($1,610) 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 ($2,840). Copyright (C) 2003 Post Apartment Homes, LP All Rights Reserved 19 (2) The adjustment reflects a reduction of total apartment units for properties that had not reached a stabilized occupancy of 95% by June 30, 2003 (Post Toscana(TM) and Post Massachusetts Avenue(TM) - 468 unit total reduction) and a reduction of 65% of the 276 units at Post Biltmore(TM) (179 unit reduction) and the 121 units at Post Peachtree(TM) (a 79 unit reduction) to adjust the Post Biltmore(TM) and Post Peachtree(TM) units to the company's 35% share of the units. (3) 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 June 30, 2003 (Post Toscana(Tm)) and land and predevelopment costs of Post Carlyle. (4) The adjustment reflects land parcels included on the balance sheet as a component of assets held for sale. (5) The "As of September 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. (6) These amounts consist of restricted cash and other assets, per the company's balance sheet. (7) The "As of September 30, 2003" amount represents total assets of unconsolidated entities. The adjustment includes the additions to add back the accumulated depreciation of such assets ($4,980) and a reduction for the venture partner's 65% share of assets before accumulated depreciation of Post Massachusetts Avenue(TM) ($45,215). The adjustment also includes a reduction for all of the undepreciated real estate assets ($65,094) and a reduction for the venture partners' 65% share of cash and other assets ($1,512) of the company's Post Biltmore(TM) and Post Peachtree(TM) projects as those projects reached stabilized occupancy prior to June 30, 2003. The "As Adjusted" amount represents the company's 35% share of undepreciated real estate assets of Post Massachusetts Avenue(TM) plus the company's 35% share of the cash and other assets of all of the unconsolidated entities. (8) 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. (9) The "As of September 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. Copyright (C) 2003 Post Apartment Homes, LP All Rights Reserved 20 POST PROPERTIES, INC. DEFINITIONS AND RECONCILIATIONS OF SUPPLEMENTAL NON-GAAP FINANCIAL MEASURES (Dollars in thousands, except per share or unit data) (Unaudited) DEFINITIONS OF SUPPLEMENTAL NON-GAAP FINANCIAL MEASURES The company uses certain non-GAAP financial measures in this accompanying Supplemental Financial Data. These non-GAAP financial measures include FFO, net operating income, same store capital expenditures, net income, FFO and FAD excluding certain accounting charges, and certain debt statistics and ratios. The definitions of these non-GAAP financial measures are summarized below. The company believes that these measures are helpful to investors in measuring financial performance and/or liquidity and comparing such performance and/or liquidity to other REITS. FUNDS FROM OPERATIONS - The company uses FFO as an operating measure. The company uses the NAREIT definition of 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. In October 2003, NAREIT issued additional guidance modifying the definition of FFO. The first modification revised the treatment of asset impairment losses and impairment losses incurred to write-down assets to their fair value at the date assets are classified as held for sale, to include such losses in FFO. Previously such losses were excluded from FFO consistent with the treatment of gains on property sales. The second modification clarified the treatment of original issue costs and premiums paid on preferred stock redemptions to deduct such costs and premiums in determining FFO available to common shareholders. This modification was consistent with the recently clarified treatment of these costs under GAAP. The company has adopted the modifications to the definition of FFO effective with its reported results for the period ended September 30, 2003. Prior period and prior year presentations of FFO have been restated to conform with the revised definition of FFO. 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 company's 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 company agrees with the concept of FFO and appreciates the reasons surrounding its creation, the company believes that FFO is an important supplemental measure of operating performance. In addition, since most equity REITs provide FFO information to the investment community, the company believes that FFO is a useful supplemental measure for comparing the company's results to those of other equity REITs. The company believes that the line on its consolidated statement of operations entitled "net income (loss) available to common shareholders" is the most directly comparable GAAP measure to FFO. The company also computes 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 company's quarterly dividends and distributions. FUNDS AVAILABLE FOR DISTRIBUTION - The company also uses funds available for distribution ("FAD") as an operating measure. FAD is defined as FFO less capital expenditures funded by operations. The company believes 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, capital expenditures and dividends and distributions. In addition, since most equity REITs provide FAD information to the investment community, the company believes that FAD is a useful supplemental measure for comparing the company to other equity REITs. The company believes that the line on its consolidated statement of operations entitled "net income (loss) available to common shareholders" is the most directly comparable GAAP measure to FAD. The company also computes 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 company's quarterly dividends and distributions. PROPERTY NET OPERATING INCOME - The company uses property NOI, including same store NOI and same store NOI by market, 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 (exclusive of 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 generally incurred at the corporate level. 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 its 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 NOI. SAME STORE CAPITAL EXPENDITURES - The company uses 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 company believes that same store recurring and non-recurring capital expenditures are important indicators of the costs incurred by the company in maintaining its same store communities on an ongoing basis. The corresponding GAAP measures include information with respect to the company's other operating segments consisting of communities stabilized in the prior year, lease-up communities, and sold Copyright (C) 2003 Post Apartment Homes, LP All Rights Reserved 21 communities in addition to same store information. Therefore, the company believes that the company's presentation of same store recurring and non-recurring capital expenditures is necessary to demonstrate same store replacement costs over time. The company believes that the most directly comparable GAAP measure to same store recurring and non-recurring capital expenditures are the lines on the company's consolidated statements of cash flows entitled "recurring capital expenditures" and "non-recurring capital expenditures." NET INCOME, FFO AND FAD EXCLUDING CERTAIN CHARGES - The company uses net income, FFO and FAD excluding one-time severance, proxy and impairment charges as operating measures. The company reports net income, FFO and FAD excluding certain one-time, non-cash charges as alternative financial measures of core operating performance. The company believes 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 company further believes that one-time, non-cash charges of the nature incurred in 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 company believes the investment and analyst communities desire to understand the meaningful components of the company's performance and that these non-GAAP measures assist in providing such supplemental measures. The company believes 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 company's consolidated statements of operations entitled "net income (loss) available to common shareholders." The company computes 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 company's quarterly dividends and distributions. DEBT STATISTICS AND DEBT RATIOS - The company uses 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 partners' 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 company's debt agreements, including, among others, the company's revolving line of credit and the company's senior unsecured notes. In addition, the company presents these measures because the degree of leverage could affect the company's ability to obtain additional financing for working capital, capital expenditures, acquisitions, development or other general corporate purposes. The company uses these measures internally as an indicator of liquidity and the company believes that these measures are also utilized by the investment and analyst communities to better understand the company's liquidity. RECONCILIATIONS OF SUPPLEMENTAL NON-GAAP FINANCIAL MEASURES TABLE 1 RECONCILIATION OF SAME STORE 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 (Dollars in thousands)
THREE MONTHS ENDED NINE MONTHS ENDED ---------------------------- ------------------------------------------ SEPTEMBER 30, SEPTEMBER 30, JUNE 30, SEPTEMBER 30, SEPTEMBER 30, 2003 2002 2003 2003 2002 ------------- ------------- ---------- ------------ ------------- Total same store NOI $ 35,247 $ 37,483 $ 34,851 $ 105,980 $ 113,376 Property NOI from other operating segments 6,763 5,452 13,005 19,424 13,771 ---------- ---------- ---------- ----------- ----------- Consolidated property NOI 42,010 42,935 47,856 125,404 127,147 Add: Interest income 223 316 251 708 1,002 Minority interest in consolidated property partnerships 677 537 348 1,359 1,480 Less: Depreciation (21,553) (19,311) (22,476) (62,097) (55,637) Interest (17,122) (13,676) (17,396) (48,992) (37,386) Amortization of deferred loan costs (1,084) (588) (968) (2,840) (1,711) General and administrative (3,735) (3,495) (3,342) (10,697) (10,980) Other expenses (277) - - (844) (136) Severance charges - - (1,795) (21,506) - Proxy and related costs - - (5,231) (5,231) - ---------- ---------- ---------- ----------- ----------- Income (loss) from continuing operations before equity in income (losses) of unconsolidated entities, gains on property sales and minority interest $ (861) $ 6,718 $ (2,753) $ (24,736) $ 23,779 ========== ========== ========== =========== ===========
Copyright (C) 2003 Post Apartment Homes, LP All Rights Reserved 22 TABLE 2 SAME STORE NET OPERATING INCOME (NOI) SUMMARY BY MARKET (Dollars in thousands)
THREE MONTHS ENDED ------------------------------------------ 3Q'03 VS 3Q'03 VS SEPTEMBER 30, SEPTEMBER 30, JUNE 30, 3Q'02 2Q'03 2003 2002 2003 % CHANGE % CHANGE ------------ ------------ ------------ ------------ ------------ Rental and other revenues Atlanta $ 32,740 $ 34,242 $ 32,173 (4.4)% 1.8% Dallas 12,200 12,591 12,121 (3.1)% 0.7% Tampa 4,400 4,577 4,342 (3.9)% 1.3% Other 6,634 6,597 6,499 0.6% 2.1% ------------ ------------ ------------ Total rental and other revenues 55,974 58,007 55,135 (3.5)% 1.5% ------------ ------------ ------------ Property operating and maintenance expenses (exclusive of depreciation and amortization) Atlanta 11,727 11,247 11,357 4.3% 3.3% Dallas 4,941 5,236 4,914 (5.6)% 0.5% Tampa 1,753 1,753 1,712 0.0% 2.4% Other 2,306 2,288 2,301 0.8% 0.2% ------------ ------------ ------------ Total 20,727 20,524 20,284 1.0% 2.2% ------------ ------------ ------------ Net operating income Atlanta 21,013 22,995 20,816 (8.6)% 0.9% Dallas 7,259 7,355 7,207 (1.3)% 0.7% Tampa 2,647 2,824 2,630 (6.3)% 0.6% Other 4,328 4,309 4,198 0.5% 3.1% ------------ ------------ ------------ Total same store NOI $ 35,247 $ 37,483 $ 34,851 (6.0)% 1.1% ============ ============ ============
NINE MONTHS ENDED SEPTEMBER 30, --------------------------- 2003 2002 % CHANGE ------------ ------------ -------- Rental and other revenues Atlanta $ 97,509 $ 102,398 (4.8)% Dallas 36,362 37,598 (3.3)% Tampa 13,051 13,829 (5.6)% Other 19,619 19,611 0.0% ------------ ------------ Total rental and other revenues 166,541 173,436 (4.0)% ------------ ------------ Property operating and maintenance expenses (exclusive of depreciation and amortization) Atlanta 33,782 32,881 2.7% Dallas 14,731 15,018 (1.9)% Tampa 5,146 5,233 (1.7)% Other 6,902 6,928 (0.4)% ------------ ------------ Total 60,561 60,060 0.8% ------------ ------------ Net operating income Atlanta 63,727 69,517 (8.3)% Dallas 21,631 22,580 (4.2)% Tampa 7,905 8,596 (8.0)% Other 12,717 12,683 0.3% ------------ ------------ Total same store NOI $ 105,980 $ 113,376 (6.5)% ============ ============
Copyright (C) 2003 Post Apartment Homes, LP All Rights Reserved 23 TABLE 3 RECONCILIATION OF SEGMENT CASH FLOW DATA TO STATEMENTS OF CASH FLOWS (Dollars in thousands)
THREE MONTHS ENDED NINE MONTHS ENDED SEPTEMBER 30, SEPTEMBER 30, ------------------ ----------------- 2003 2002 2003 2002 ------- ------- ------- ------- Recurring capital expenditures by operating segment Same store $ 2,253 $ 1,795 $ 5,157 $ 4,619 Partially stabilized 21 19 42 33 Construction and lease-up 15 34 42 55 Other segments 707 736 1,741 2,608 ------- ------- ------- ------- Total recurring capital expenditures per statements of cash flows $ 2,966 $ 2,584 $ 6,982 $ 7,315 ======= ======= ======= ======= Non-recurring capital expenditures by operating segment Same store $ 912 $ 438 $ 2,214 $ 1,229 Partially stabilized 10 9 42 14 Construction and lease-up 41 3 48 11 Other segments 92 360 927 821 ------- ------- ------- ------- Total non-recurring capital expenditures per statements of cash flows $ 1,055 $ 810 $ 3,231 $ 2,075 ======= ======= ======= =======
TABLE 4 COMPUTATION OF INTEREST AND FIXED CHARGE COVERAGE RATIOS (Dollars in thousands)
NINE MONTHS ENDED SEPTEMBER 30, ---------------------- 2003 2002 --------- --------- Income (loss) from continuing operations $ (18,008) $ 28,779 Minority interest of common unitholders (3,160) 2,791 Minority interest of preferred unitholders 4,200 4,200 Gain on property sales - (13,275) Gains on property sales - unconsolidated entities (8,395) - Depreciation expense 62,097 55,637 Depreciation (company share) of assets held in unconsolidated entities 1,236 736 Interest expense 48,992 37,386 Interest expense (company share) of assets held in unconsolidated entities 1,069 617 Amortization of deferred financing costs 2,840 1,711 Severance charges 21,506 - Proxy and related costs 5,231 - --------- --------- Income available for debt service (A) $ 117,608 $ 118,582 ========= ========= Interest expense $ 48,992 $ 37,386 Interest expense (company share) of assets held in unconsolidated entities 1,069 617 --------- --------- Interest expense for purposes of computation (B) 50,061 38,003 Dividends and distributions to preferred shareholders and unitholders 12,787 12,787 --------- --------- Fixed charges for purposes of computation (C) $ 62,848 $ 50,790 ========= ========= Interest coverage ratio (A+B) (1) 2.3x 3.1x ========= ========= Fixed charge coverage ratio (A+C) (1) 1.9x 2.3x ========= =========
(1) The interest coverage and fixed charge coverage ratios, including discontinued operations, for the nine months ended September 30, 2003 would be 2.5x and 2.1x, respectively. Copyright (C) 2003 Post Apartment Homes, LP All Rights Reserved 24 TABLE 5 COMPUTATION OF DEBT RATIOS (Dollars in thousands)
AS OF AS OF SEPTEMBER 30, 2003 SEPTEMBER 30, 2002 ------------------ ------------------ Total real estate assets per balance sheet $ 2,259,787 $ 2,439,723 Plus: Accumulated depreciation per balance sheet 411,312 421,150 Accumulated depreciation on assets held for sale 82,286 9,406 -------------- -------------- Total undepreciated real estate assets (A) 2,753,385 2,870,279 Less: Advances to unconsolidated joint ventures equal to joint venture partner's share of joint venture construction debt (54,309) (97,627) -------------- -------------- Total undepreciated real estate assets (adjusted for joint venture partner's share of debt)(B) $ 2,699,076 $ 2,772,652 ============== ============== Total debt per balance sheet (C) $ 1,255,280 $ 1,375,339 Less: Joint venture partner's share of joint venture construction debt (54,309) (97,627) -------------- -------------- Total debt adjusted for joint venture partner's share (D) $ 1,200,971 $ 1,277,712 ============== ============== Total debt as a % of undepreciated real estate assets (C+A) 45.6% 47.9% ============== ============== Total debt as a % of undepreciated real estate assets (adjusted for joint venture partner's share of debt)(D+B) 44.5% 46.1% ============== ==============
Copyright (C) 2003 Post Apartment Homes, LP All Rights Reserved 25
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