-----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, HgvVdu9r4311P4CFC2fROL6YhLFX1o8S3Q7x0K4mDmc81XqoBY27YciKC+2cNh/6 ZEfCXwRUKZw0vAN/6Q1ZmQ== 0000950144-03-012244.txt : 20031104 0000950144-03-012244.hdr.sgml : 20031104 20031104165430 ACCESSION NUMBER: 0000950144-03-012244 CONFORMED SUBMISSION TYPE: 8-K PUBLIC DOCUMENT COUNT: 2 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: 03976922 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: 03976923 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 g85645e8vk.txt 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 Supplemental financial information
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 contained information about the Registrants' financial condition and results of operations for the quarterly period ended September 30, 2003. The Supplemental Financial Data contained an inaccuracy on page 22, Table 1, related to the comparative results for the prior three-month period ended June 30, 2003. The attached exhibit 99.1 includes the revised financial information. The complete Supplemental Financial Data, including the revised page 22, is available on the Company's website. 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 Supplemental financial information
EX-99.1 3 g85645exv99w1.txt EX-99.1 SUPPLEMENTAL FINANCIAL INFORMATION 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 6,798 19,424 13,771 --------- --------- --------- --------- --------- Consolidated property NOI 42,010 42,935 41,649 125,404 127,147 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) (20,247) (62,097) (55,637) Interest (17,122) (13,676) (16,035) (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 $ (5,370) $ (24,736) $ 23,779 ========= ========= ========= ========= =========
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