POST PROPERTIES, INC.

-----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, VMG8NDArSqYwm5upnOPhkgeYuuWk3+c8j6yi0xqkahZVzSGKLSfTHzgsAhc5//Sc CYb52YbJWSb6/vadOV4Vkw== 0000950144-04-007596.txt : 20040803 0000950144-04-007596.hdr.sgml : 20040803 20040803094035 ACCESSION NUMBER: 0000950144-04-007596 CONFORMED SUBMISSION TYPE: 8-K PUBLIC DOCUMENT COUNT: 3 CONFORMED PERIOD OF REPORT: 20040803 ITEM INFORMATION: ITEM INFORMATION: Financial statements and exhibits FILED AS OF DATE: 20040803 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: 04946771 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: 04946770 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 g90260e8vk.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): August 3, 2004

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)

TABLE OF CONTENTS


	Item 7. Financial Statements, Pro Forma Financial Information and Exhibits
	Item 12. Disclosure of Financial Results and Financial Condition.
SIGNATURES
SIGNATURES
EXHIBIT INDEX
EX-99.1 EARNINGS RELEASE
EX-99.2 SUPPLEMENTAL FINANCIAL DATA

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


Exhibit
Number		Description
99.1		Earnings Release
99.2		Supplemental Financial Data

Item 12. Disclosure of Financial Results and Financial Condition.

On August 2, 2004, 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 June 30, 2004. The Earnings Release and Supplemental Financial Data contain information about the Registrants’ financial condition and results of operations for the quarterly period ended June 30, 2004. 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: August 3, 2004


		POST PROPERTIES, INC.

		By: /s/ David P. Stockert

		David P. Stockert President and Chief Executive Officer

SIGNATURES

Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.

Dated: August 3, 2004


		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 2 g90260exv99w1.txt EX-99.1 EARNINGS RELEASE EXHIBIT 99.1 Contact: Janie Maddox Post Properties, Inc. (404) 846-5056 POST PROPERTIES ANNOUNCES SECOND QUARTER EARNINGS Investor/Analyst Conference Call Scheduled for August 3, 2004 at 10:00 a.m. EDT ATLANTA, August 2, 2004 - Post Properties, Inc. (NYSE: PPS) announced today net income available to common shareholders of $99.2 million for the second quarter of 2004, compared to net income available to common shareholders of $24.8 million for the second quarter of 2003. On a diluted per share basis, net income available to common shareholders was $2.49 for the second quarter of 2004, compared to net income available to common shareholders of $0.66 for the second quarter of 2003. For the six months ended June 30, 2004, net income available to common shareholders was $98.3 million, compared to $1.4 million for the six months ended June 30, 2003. On a diluted per share basis, net income available to common shareholders was $2.48 for the first six months of 2004, compared to $0.04 for the same period of 2003. The Company uses the National Association of Real Estate Investment Trusts ("NAREIT") definition of Funds from Operations ("FFO") as an operating measure of the Company's financial performance. In October 2003, NAREIT clarified the definition of FFO to include impairment losses. As such, prior period presentations of FFO have been restated to conform with the revised NAREIT definition of FFO. A reconciliation of FFO to GAAP net income is included in the financial data (Table 1) accompanying this press release. FFO for the second quarter of 2004 totaled $14.7 million, or $0.35 per diluted share, compared to $14.7 million, or $0.35 per diluted share, for the second quarter of 2003. Excluding the net non-cash loss on early extinguishment of indebtedness associated with property sales and a non-cash asset impairment charge, FFO for the second quarter of 2004 was $19.5 million, or $0.46 per diluted share. Excluding severance and proxy contest charges, FFO for the second quarter of 2003 was $21.7 million, or $0.52 per diluted share. For the six months ended June 30, 2004, FFO totaled $32.5 million, or $0.76 per diluted share, compared to $3.4 million, or $0.08 per diluted share, for the six months ended June 30, 2003. Excluding a net non-cash loss on early extinguishment of indebtedness, a non-cash asset impairment charge and non-cash preferred stock redemption costs, FFO for the six months ended June 30, 2004 was $39.0 million, or $0.92 per diluted share. Excluding severance, proxy and asset impairment charges, FFO for the six months ended June 30, 2003 was $44.3 million, or $1.05 per diluted share. Total revenues from continuing operations were $76.7 million for the second quarter of 2004, compared to $73.8 million for the second quarter of 2003. For the six months ended June 30, 2004, total revenues from continuing operations were $152.2 million, compared to $146.7 million in 2003. Said David P. Stockert, Post's CEO and President, "As expected, second quarter results point to the turnaround in apartment market conditions. Same store revenue for the quarter increased sequentially as well as on a year-over-year basis, marking what we believe is the beginning of an upward trend in our core business." MATURE COMMUNITY DATA For the second quarter of 2004, average economic occupancy at the Company's 57 mature (same store) communities, containing 21,954 apartment units, was 93.6%, compared to 91.5% for the second quarter of 2003. For the six months ended June 30, 2004, average economic occupancy for these mature communities was 93.2%, compared to 90.9% for the same period in 2003. Total revenues for the mature communities increased 1.0% during the second quarter of 2004, compared to the second quarter of 2003, and operating expenses increased 3.9%, resulting in a 0.7% decline in same store net operating income (NOI), or $0.3 million. For the six months ended June 30, 2004, total revenues for the mature communities increased 0.3% compared to the same period in 2003, while operating expenses increased 4.8%, resulting in a 2.4% decline in same store NOI, or $1.9 million. On a sequential basis, total revenues for the mature communities increased 0.9% and operating expenses increased 1.2%, resulting in an increase in same store NOI of 0.7%, or $0.3 million during the second quarter of 2004, compared to the first quarter of 2004. For the second quarter of 2004, average economic occupancy was 93.6% compared to 92.8% for the first quarter of 2004. 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 2) accompanying this press release. Same store NOI by geographic market is also included in the financial data (Table 3) accompanying this press release. ASSET ACQUISITIONS, DISPOSITIONS AND CAPITAL REINVESTMENT ACTIVITY In June 2004, the Company acquired a 499-unit apartment community located in suburban Washington, D.C. for approximately $85.8 million, including an approximately $2.3 million adjustment for the assumption of above-market mortgage indebtedness and closing costs. Additionally, the Company plans to spend up to $2 million to improve the community. The assumed mortgage note payable was valued at approximately $50 million yielding an effective interest rate of approximately 4.7%. The mortgage note requires monthly principal and interest payments and matures in 2007. During the second quarter of 2004, the Company completed the sale of seven apartment communities containing 3,482 units, realizing net proceeds of approximately $219.0 million, including the assumption by the buyer of five of the properties of approximately $104 million of tax-exempt bond financing. Five of the communities were located in Atlanta, Georgia, one community was located in Dallas, Texas and one community was located in Orlando, Florida. The Company realized GAAP accounting gains on these sales of approximately $112.1 million and economic gains (before accumulated depreciation and write-downs for asset impairment charges) of approximately $46.2 million. A reconciliation of GAAP accounting gains on property sales to economic gains on property sales is included in the financial data (Table 5) accompanying this press release. In connection with the assumption of the bond indebtedness and the termination of related interest rate cap agreements, the Company also recorded a non-cash loss on the early extinguishment of indebtedness of approximately $4.1 million during the second quarter of 2004. The Company expects to use a portion of the proceeds from asset sales to redeem its 8.0% Series D cumulative redeemable preferred units totaling $70 million on September 3, 2004, and to repay its 6.69% Medium Term Notes totaling $10 million, which mature on September 22, 2004. Said Thomas D. Senkbeil, EVP and Chief Investment Officer, "The asset sales and acquisitions we completed in the second quarter improved the quality, consistency, average age and geographic mix of the portfolio, while harvesting significant value. We've reduced our market concentration in Atlanta, while building critical mass in the greater Washington, D.C. market, all consistent with our strategic plan." FINANCING ACTIVITY In April 2004, the Company renewed and extended its $20 million unsecured line of credit with Wachovia Bank of Georgia, N.A. (the "Cash Management Line"). The pricing, maturity and terms, including debt covenants, of the Cash Management Line are generally consistent with the Company's $350 million, three-year unsecured revolving line of credit facility that was provided by a syndicate of nine banks led by Wachovia and that closed in January 2004. At June 30, 2004, the Company had no outstanding balances under its combined $370 million credit facilities and had available cash and cash equivalents of $55.3 million. Total debt as a percentage of undepreciated real estate assets (adjusted for joint venture partner's share of debt) decreased from 45.2% at June 30, 2003 to 43.6% at June 30, 2004. Total debt and preferred equity as a percentage of undepreciated assets (adjusted for joint venture partner's share of debt) also decreased from 53.2% at June 30, 2003 to 50.1% at June 30, 2004. Variable rate debt as a percentage of total debt decreased from 20.4% at June 30, 2003 to 10.2% at June 30, 2004. A computation of debt ratios and reconciliation of the ratios to the appropriate GAAP measures in the Company's financial statements is included in the financial data (Table 4) accompanying this press release. Said Christopher J. Papa, EVP and CFO, "We are very pleased with the current strength of our balance sheet. We've reduced overall leverage, lessened our exposure to rising short term interest rates and created substantial capacity for new investment." 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 available to common shareholders per diluted share for the third quarter of 2004 will be in a range of $0.28 to $0.29. Management is currently assuming the closing of the sale of one apartment community in the third quarter of 2004. There can be no assurance, however, that this forecasted sale will close. Management believes that the Company's FFO per share for the third quarter of 2004 will be in a range of $0.36 to $0.37, or $0.42 to $0.43, excluding non-cash charges for the write-off of unamortized deferred loan costs and interest rate hedge costs related to tax-exempt debt assumed in connection with the asset sale described above and for preferred unit redemption costs. Management's estimates of per share FFO for the third quarter of 2004, excluding the charges discussed herein, are based on the following assumptions: modestly higher same store NOI, due primarily to modestly higher operating revenues; full quarter NOI from the one community acquired in June 2004; offset by the dilution from the sale of seven apartment communities in the second quarter of 2004 and the forecasted sale of one apartment community during the third quarter of 2004; increased short-term interest rates; and continued higher than normal general and administrative costs primarily relating to increased legal expenses relating to shareholder litigation and other matters. Management believes that the Company's net loss attributable to common shareholders per diluted share for the fourth quarter of 2004 will be in a range of $0.06 to $0.04. Management believes that the Company's FFO per share for the fourth quarter of 2004 will be in a range of $0.44 to $0.46. The estimates of per share FFO for the fourth quarter are based on the following assumptions: same store NOI comparable to or moderately higher than in the third quarter; lower preferred unit distribution requirements resulting from the expected preferred unit redemption in the third quarter of 2004; increased short-term interest rates; and modestly lower general and administrative costs, comparable to the third quarter, primarily relating to lower legal expenses associated with shareholder litigation and other matters. A reconciliation of projected net income per diluted share to projected FFO per diluted share for the third and fourth quarters of 2004 is included in the financial data (Table 6) 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 are available through the Company's web site at "http://www.postproperties.com/posthome.nsf/ExtList/2004-2QFinancials". 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 AND OTHER DEFINED TERMS The Company uses certain non-GAAP financial measures and other defined terms in this press release and in its Supplemental Financial Data available on the Company's website. The non-GAAP financial measures include FFO, Adjusted Funds from Operations ("AFFO"), net operating income, same store capital expenditures, FFO and AFFO excluding certain accounting charges, certain debt statistics and ratios and economic gains on property sales. The definitions of these non-GAAP financial measures are summarized below and on page 19 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 extraordinary items and sales of property, plus depreciation and amortization 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 and losses 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 adopted the modifications to the definition of FFO effective with its reported results for the third quarter of 2003. Prior period presentations of FFO have been restated to conform with the revised definition of FFO. FFO presented in the Company's press 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 that "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 available to common shareholders" is the most directly comparable GAAP measure to FFO. ADJUSTED FUNDS FROM OPERATIONS - The Company also uses adjusted funds from operations ("AFFO") as an operating measure. AFFO is defined as FFO less operating capital expenditures. The Company believes that AFFO 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 operating capital expenditures through earnings. In addition, since most equity REITs provide AFFO information to the investment community, the Company believes that AFFO 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 available to common shareholders" is the most directly comparable GAAP measure to AFFO. 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 "net income" 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, sold properties and commercial properties 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." FFO AND AFFO EXCLUDING CERTAIN CHARGES - The Company uses FFO and AFFO excluding certain preferred stock redemption costs, severance, proxy, loss on early extinguishment of debt and impairment charges as operating measures. The Company reports FFO and AFFO excluding certain charges as alternative financial measures of core operating performance. The Company believes FFO and AFFO before certain 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 charges of the nature incurred in 2004 and 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 FFO and AFFO, excluding certain charges, is the line on the Company's consolidated statements of operations entitled "net income available to common shareholders." 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 assets (adjusted for joint venture partner's share of debt); (4) total debt plus preferred equity as a percentage of undepreciated real estate assets (adjusted for joint venture partner's share of debt); (5) a ratio of consolidated debt to total assets; (6) a ratio of secured debt to total assets; (7) a ratio of total unencumbered assets to unsecured debt; and (8) 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 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. ECONOMIC GAINS ON PROPERTY SALES - The Company uses economic gains on property sales as a supplemental measure of operating performance. Economic gains on property sales are defined as gains on property sales in accordance with GAAP, before accumulated depreciation and any prior period write-downs for asset impairment charges on such assets. The Company believes economic gains on property sales is an important supplemental measure to gains on property sales in accordance with GAAP because it assists investors and analysts in understanding the relationship between the cash proceeds from the sale of an asset and the cash invested in that asset. The Company believes the line on its consolidated statement of operations entitled "gains on property sales - discontinued operations" is the most directly comparable GAAP measure to economic gains on property sales. AVERAGE ECONOMIC OCCUPANCY - The Company uses average economic occupancy as a statistical measure of operating performance. The Company defines average economic occupancy 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. CONFERENCE CALL INFORMATION The Company will hold its quarterly conference call on Tuesday, August 3, 2004, at 10 a.m. EDT. The telephone numbers are 1-800-818-5264 for domestic calls and 913-981-4910 for international callers. The access code is 512928. 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 at 1:00 p.m. EDT on August 3, and will be available until Monday, August 9, 2004, at 11:59 p.m. EDT. The telephone numbers for the replay are 1-888-203-1112 for domestic callers and 719-457-0820 for international callers. The access code for the replay is 512928. A replay of the call also will be available through Thursday, September 30, 2004, 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/2004-2QFinancials" prior to the quarterly conference call. Post Properties, founded more than 30 years ago, is one of the largest developers and operators of upscale multifamily communities in the United States. The Company's mission is delivering superior satisfaction and value to its residents, associates, and investors. Operating as a real estate investment trust (REIT), the Company focuses on developing and managing Post(R) branded resort-style garden apartments and high-density urban apartments with a vision of being the first choice in quality multifamily living. Post is headquartered in Atlanta, Georgia, and has operations in 10 markets across the country. Nationwide, Post Properties owns approximately 24,700 apartment homes in 65 communities, including 666 apartment homes held in three unconsolidated joint ventures. 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 projected net income per diluted share and projected FFO per diluted share for the third and fourth quarters of 2004. 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, 2003 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 and unit amounts)

(1) Funds from operations per share for the three and six months ended June 30, 2004 were computed using weighted average shares and units outstanding, including the impact of dilutive securities totaling 46 and 51 shares, respectively. Such dilutive securities were antidilutive to all income per share computations in 2004. TABLE 1 RECONCILIATION OF NET INCOME AVAILABLE TO COMMON SHAREHOLDERS TO FUNDS FROM OPERATIONS AVAILABLE TO COMMON SHAREHOLDERS AND UNITHOLDERS (Unaudited; in thousands, except per share amounts)

(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 adopted the modifications to the definition of FFO effective with its reported results for the third quarter of 2003. Prior period 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. (2) For the six months ended June 30, 2003, FFO available to common shareholders has been restated from the prior year presentation to reflect a reduction of $14,118 for impairment losses on real estate assets resulting from the NAREIT modification of the definition of FFO. (3) Includes the write-off of unamortized deferred costs of $3,187 relating to tax-exempt indebtedness assumed in connection with the sale of five properties in June 2004, plus a loss of $941 relating to terminated interest rate cap agreements that were used as cash flow hedges of the assumed debt. (4) Funds from operations per share for the three and six months ended June 30, 2004 were computed using weighted average shares and units outstanding, including the impact of dilutive securities totaling 46 and 51 shares, respectively. Such dilutive securities were antidilutive to all income per share computations in 2004. TABLE 2 RECONCILIATION OF SAME STORE NET OPERATING INCOME (NOI) TO GAAP NET INCOME (In thousands)

TABLE 3 SAME STORE NET OPERATING INCOME (NOI) SUMMARY BY MARKET (In thousands)

TABLE 4 COMPUTATION OF DEBT RATIOS (In thousands)

TABLE 5 RECONCILIATION OF GAINS ON PROPERTY SALES TO ECONOMIC GAINS ON PROPERTY SALES

TABLE 6 RECONCILIATION OF FORECASTED NET INCOME (LOSS) PER COMMON SHARE TO FORECASTED FUNDS FROM OPERATIONS PER COMMON SHARE

EX-99.2 3 g90260exv99w2.txt EX-99.2 SUPPLEMENTAL FINANCIAL DATA Exhibit 99.2 ================================================================================ SECOND QUARTER 2004 Supplemental Financial Data TABLE OF CONTENTS

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, 2003 and may be discussed in subsequent filings with the SEC. These risk factors are specifically incorporated by reference into this document. ================================================================================ Copyright (C) 2004 Post Apartment Homes, LP All Rights Reserved 2 ================================================================================ POST PROPERTIES, INC. CONSOLIDATED STATEMENTS OF OPERATIONS (In thousands, except per share or unit data) (Unaudited)

================================================================================ Copyright (C) 2004 Post Apartment Homes, LP All Rights Reserved 3 ================================================================================ POST PROPERTIES, INC. NOTES TO CONSOLIDATED STATEMENTS OF OPERATIONS (In thousands, except per share or unit data) (1) Other property revenues include charges to residents for services, utility reimbursements from residents and other miscellaneous property revenues. In prior years, utility reimbursements from residents were classified as reductions of property operating and maintenance expenses. Prior year amounts have been reclassified to conform with the current year presentation. (2) General and administrative expenses for the three and six months ended June 30, 2004 include legal and other professional fees totaling $700 and $887, respectively, related to a shareholder proposal, shareholder litigation and other matters. (3) Development costs and other expenses for the three and six months ended June 30, 2004 include development personnel and associated costs not allocable to development projects. Other expenses for the three and six months ended June 30, 2003 included legal expenses related to board of director governance and transition matters, the settlement costs related to the bankruptcy of a former technology investment and losses on the disposal of the Company's partial ownership interest in corporate aircraft. (4) Proxy and related costs for the six months ended June 30, 2003 represented the legal, advisory and other expenses associated with the proxy contest concluded in the second quarter of 2003. 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 in 2004. (5) For the three months ended June 30, 2003, severance charges of $1,795 represent the costs associated with the departure of two executive officers. For the six months ended June 30, 2003, the charges also included a first quarter charge of $19,711 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 severance charges represented the discounted present value of the estimated payments to be made to these individuals under their existing employment arrangements. (6) Under SFAS No. 144, the operating results of real estate assets designated as held for sale are included in discontinued operations for all periods presented. Additionally, all subsequent gains or additional losses on the sale of these assets are included in discontinued operations. For the three and six months ended June 30, 2004, income from discontinued operations included the results of operations of one community, containing 460 units, classified as held for sale at June 30, 2004 and the results of operations of eight communities sold in 2004 through their sale dates. For the three and six months ended June 30, 2003, income from discontinued operations included the results of operations of the community classified as held for sale at June 30, 2004, eight communities sold in 2004 and the results of operations of four communities sold in 2003 through their sale dates. The revenues and expenses of these communities for the three and six months ended June 30, 2004 and 2003 were as follows:

In the second quarter of 2004, the Company recorded an asset impairment loss of $626 to write-down the cost of an apartment community, located in Dallas, Texas, to its realized value. In the third quarter of 2003, the Company recorded a $3,344 asset impairment charge to write-down this asset to its estimated fair value at the date the asset was classified as held for sale. In the first quarter of 2003, the Company recorded an asset impairment charge to write-down the cost of the Company's apartment community located in Phoenix, Arizona to its estimated fair value. This impairment loss, originally reflected in continuing operations, was reclassified to discontinued operations to reflect the designation of this community as held for sale during the third quarter of 2003 and the final sale of the community in the fourth quarter of 2003. ================================================================================ Copyright (C) 2004 Post Apartment Homes, LP All Rights Reserved 4 ================================================================================ For the three months ended June 30, 2004, the Company recognized net gains from discontinued operations of $112,112 ($104,530 net of minority interest) from the sale of seven communities containing 3,482 units. These sales generated net proceeds of approximately $218,983, including debt assumed by the purchasers. For the six months ended June 30, 2004, the Company recognized gains from discontinued operations of $113,739 ($106,039 net of minority interest) from the sale of eight communities containing 3,880 units and certain land parcels. These sales generated net proceeds of approximately $242,962, including debt assumed by the purchasers. For the three months ended June 30, 2003, the Company recognized gains from discontinued operations of $26,630 ($23,714 net of minority interest), from the sale of one community, containing 770 apartment units and certain land parcels. For the six months ended June 30, 2003, the Company recognized net gains from discontinued operations of $33,504 ($29,805 net of minority interest) from the sale of two communities containing 1,009 units and certain land parcels. (7) Includes the write-off of unamortized deferred costs of $3,187 ($2,972, net of minority interest) relating to tax-exempt indebtedness assumed in connection with the sale of five properties in June 2004, plus a loss of $941 ($877, net of minority interest) in connection with the termination of related interest rate cap agreements that were used as cash flow hedges of the assumed debt. (8) 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 June 30, 2004, there were 42,478 units of Operating Partnership outstanding, of which 39,917, or 94.0%, were owned by the Company. For the three and six months ended June 30, 2004, the potential dilution from the Company's outstanding stock options of 46 and 51, respectively, was antidilutive to the continuing operations per share calculation. As such, these amounts were excluded from weighted average shares and units and the income (loss) per share calculations for the three and six months ended June 30, 2004. ================================================================================ Copyright (C) 2004 Post Apartment Homes, LP All Rights Reserved 5 ================================================================================ POST PROPERTIES, INC. CALCULATION OF FUNDS FROM OPERATIONS AND ADJUSTED FUNDS FROM OPERATIONS AVAILABLE TO COMMON SHAREHOLDERS AND UNITHOLDERS (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 unitholders and adjusted funds from operations available to common shareholders and unitholders is provided below.

================================================================================ Copyright (C) 2004 Post Apartment Homes, LP All Rights Reserved 6 ================================================================================ PER COMMON SHARE DATA - DILUTED Funds from operations per share or unit, as defined (A/G) .............. $ 0.35 $ 0.35 $ 0.76 $ 0.08 Adjusted funds from operations per share or unit, as defined (4)(C/G) .. $ 0.25 $ 0.26 $ 0.58 $ (0.06) Funds from operations per share or unit, excluding certain charges (B/G) $ 0.46 $ 0.52 $ 0.92 $ 1.05 Adjusted funds from operations per share or unit, excluding certain charges (4)(D/G) ...................................................... $ 0.36 $ 0.43 $ 0.73 $ 0.91 Dividends declared (E) ................................................. $ 0.45 $ 0.45 $ 0.90 $ 0.90 Weighted average shares outstanding (5) ................................ 39,853 37,467 39,645 37,362 Weighted average shares and units outstanding (5)(G) ................... 42,524 42,074 42,520 42,058

(1) For the six months ended June 30, 2003, FFO available to common shareholders has been restated from the prior period presentation to reflect a reduction of $14,118 for impairment losses on real estate assets resulting from the NAREIT modification of the definition of FFO in 2003. (2) Represents the minority interest in earnings and gains on property sales 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 $154 and $131 for the three months ended June 30, 2004 and 2003, respectively, and $287 and $339 for the six months ended June 30, 2004 and 2003, respectively, are excluded from the calculation of funds available for distribution. (5) Diluted weighted average shares and units for the three and six months ended June 30, 2004 include 46 and 51 shares and units, respectively, that were antidilutive to all income (loss) per share computations under generally accepted accounting principles. ================================================================================ Copyright (C) 2004 Post Apartment Homes, LP All Rights Reserved 7 POST PROPERTIES, INC. SAME STORE RESULTS (In thousands, except per share or unit data) (Unaudited) - -------------------------------------------------------------------------------- SAME STORE 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 21 for a reconciliation of same store net operating income to GAAP net income. The operating performance and capital expenditures of the 57 communities containing 21,954 apartment units which were fully stabilized as of January 1, 2003, is summarized as follows:
THREE MONTHS ENDED SIX MONTHS ENDED JUNE 30, JUNE 30, ------------------- --------------------- 2004 2003 % CHANGE 2004 2003 % CHANGE ------- ------- -------- -------- -------- --------- Rental and other revenues .............. $65,274 $64,603 1.0% $129,983 $129,547 0.3% Property operating and maintenance expenses (excluding depreciation and amortization) ......................... 25,575 24,617 3.9% 50,849 48,498 4.8% ------- ------- -------- -------- Same store net operating income ........ $39,699 $39,986 (0.7)% $ 79,134 $ 81,049 (2.4)% ======= ======= ======== ======== Capital expenditures(1) Recurring Carpet ............................... $ 649 $ 556 16.7% $ 1,345 $ 988 36.1% Other ................................ 1,788 1,361 31.4% 3,126 1,937 61.4% ------- ------- -------- -------- Total recurring .................... 2,437 1,917 27.1% 4,471 2,925 52.9% Non-recurring ........................ 1,048 899 16.6% 2,196 1,334 64.6% ------- ------- -------- -------- Total capital expenditures (A) ..... $ 3,485 $ 2,816 24.2% $ 6,667 $ 4,259 56.5% ======= ======= ======== ======== Total capital expenditures per unit (A/21,954 UNITS) .................... $ 159 $ 128 24.2% $ 304 $ 194 56.7% ======= ======= ======== ======== Average monthly rental rate per unit(2) $ 985 $ 1,017 (3.1)% $ 986 $ 1,026 (3.9)% ======= ======= ======== ========
(1) See Table 3 on page 23 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 2004 TO 2003 (Increase (decrease) from same period in prior year)
THREE MONTHS ENDED SIX MONTHS ENDED JUNE 30, 2004 JUNE 30, 2004 --------------------------------------------------- ------------------------------------------------- AVERAGE AVERAGE ECONOMIC ECONOMIC MARKET REVENUES(1) EXPENSES(1) NOI(1) OCCUPANCY REVENUES(1) EXPENSES(1) NOI(1) OCCUPANCY - ------ ----------- ----------- ------ --------- ----------- ----------- ------ --------- Atlanta 1.1% 2.3% 0.4% 2.6% (0.3)% 4.5% (3.0)% 2.4% Dallas (0.3)% 9.0% (7.1)% 1.1% 0.2% 6.3% (4.4)% 2.0% Tampa 1.9% 0.3% 3.1% 1.3% 2.6% 5.8% 0.4% 2.8% Washington, DC 4.0% 6.9% 2.7% 1.5% 3.9% 6.0% 2.9% 2.1% Charlotte 5.2% (6.2)% 11.4% 3.5% 4.9% (3.6)% 9.5% 4.2% Other(2) (1.9)% 5.6% (7.1)% 1.4% (2.6)% 5.6% (8.0)% 1.0% ---- --- ---- --- ---- --- ---- --- Total 1.0% 3.9% (0.7)% 2.1% 0.3% 4.8% (2.4)% 2.3% ==== === ==== === ==== === ==== ===
(1) See Table 2 on page 22 for a reconciliation of these components of same store net operating income and Table 1 on page 21 for a reconciliation of same store net operating income to GAAP net income. (2) Includes communities located in Orlando, FL; Houston, TX; Denver, CO and Nashville, TN. ================================================================================ Copyright (C) 2004 Post Apartment Homes, LP All Rights Reserved 8 ================================================================================ - -------------------------------------------------------------------------------- SAME STORE OCCUPANCY BY MARKET
AVERAGE ECONOMIC AVERAGE ECONOMIC OCCUPANCY(1) OCCUPANCY(1) -------------------- ------------------- PHYSICAL THREE MONTHS ENDED SIX MONTHS ENDED OCCUPANCY(2) JUNE 30, JUNE 30, AT JUNE 30, APARTMENT % OF -------------------- ------------------- ------------- MARKET UNITS UNITS 2004 2003 2004 2003 2004 - ------ --------- ------ ----- ----- ----- ----- ------------- Atlanta 11,886 54.1% 93.6% 91.0% 93.1% 90.7% 95.1% Dallas 4,353 19.8% 92.3% 91.2% 91.9% 89.9% 95.7% Tampa 1,439 6.6% 94.1% 92.8% 94.3% 91.5% 96.4% Washington, DC 1,204 5.5% 97.3% 95.8% 97.3% 95.2% 97.6% Charlotte 1,065 4.9% 96.4% 92.9% 95.2% 91.0% 98.2% Other 2,007 9.1% 91.1% 89.7% 90.9% 89.9% 95.0% ------ ----- ---- ---- ---- ---- ---- Total 21,954 100.0% 93.6% 91.5% 93.2% 90.9% 95.6% ====== ===== ==== ==== ==== ==== ====
(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 93.2% and 89.7% for the three months ended June 30, 2004 and 2003, respectively and 92.9% and 89.3% for the six months ended June 30, 2004 and 2003, respectively. For the three months ended June 30, 2004 and 2003, net concessions were $125 and $1,041, respectively, and employee discounts were $114 and $144, respectively. For the six months ended June 30, 2004 and 2003, net concessions were $174 and $1,764, respectively, and employee discounts were $231 and $290, 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 JUNE 30, 2004 MARCH 31, 2004 % CHANGE ------------------ ------------------ -------- Rental and other revenues ................. $65,274 $64,709 0.9% Property operating and maintenance expenses (excluding depreciation and amortization) 25,575 25,274 1.2% ------- ------- Same store net operating income(1) ........ $39,699 $39,435 0.7% ======= ======= Average economic occupancy ................ 93.6% 92.8% 0.8% ======= ======= Average monthly rental rate per unit ...... $ 985 $ 988 (0.3)% ======= =======
- -------------------------------------------------------------------------------- SEQUENTIAL SAME STORE OPERATING RESULTS BY MARKET - COMPARISON OF SECOND QUARTER OF 2004 TO FIRST QUARTER 2004 (Increase (decrease) between periods)
AVERAGE ECONOMIC MARKET REVENUES(1) EXPENSES(1) NOI(1) OCCUPANCY - ------ ----------- ----------- ------ --------- Atlanta 1.5% 1.0% 1.8% 1.0% Dallas - 6.6% (5.1)% 0.8% Tampa (0.9)% (9.2)% 5.6% (0.4)% Washington, DC 1.5% (2.6)% 3.6% 0.1% Charlotte 2.4% (1.3)% 4.2% 2.4% Other(2) (0.8)% 2.2% (2.9)% 0.5% ---- --- ---- --- Total 0.9% 1.2% 0.7% 0.8% ==== === ==== ===
(1) See Table 2 on page 22 for a reconciliation of these components of same store net operating income and Table 1 on page 21 for a reconciliation of same store net operating income to GAAP net income (loss). (2) Includes communities located in Orlando, FL; Houston, TX; Denver, CO and Nashville, TN. ================================================================================ Copyright (C) 2004 Post Apartment Homes, LP All Rights Reserved 9 ================================================================================ POST PROPERTIES, INC. CONSOLIDATED BALANCE SHEETS (Dollars in thousands, except per share or unit data)
JUNE 30, DECEMBER 31, 2004 2003 ---------- ------------ ASSETS Real estate assets Land ........................................................................ $ 274,000 $ 254,000 Building and improvements ................................................... 1,948,854 1,883,582 Furniture, fixtures and equipment ........................................... 219,450 214,002 Construction in progress .................................................... 14,851 12,946 Land held for future development ............................................ 13,384 11,994 ---------- ---------- 2,470,539 2,376,524 Less: accumulated depreciation .............................................. (474,016) (432,157) Assets held for sale, net of accumulated depreciation of $7,836 and $74,614 at June 30, 2004 and December 31, 2003 respectively ................ 16,977 145,238 ---------- ---------- Total real estate assets ................................................... 2,013,500 2,089,605 Investments in and advances to unconsolidated real estate entities ............ 22,165 74,786 Cash and cash equivalents ..................................................... 55,291 1,334 Restricted cash ............................................................... 2,085 2,065 Deferred charges, net ......................................................... 11,504 12,285 Other assets .................................................................. 36,766 35,376 ---------- ---------- Total assets ............................................................... $2,141,311 $2,215,451 ========== ========== LIABILITIES AND SHAREHOLDERS' EQUITY Notes payable, including $14,760 and $119,035 of debt secured by assets held for sale at June 30, 2004 and December 31, 2003, respectively ........... $1,080,327 $1,186,322 Accrued interest payable ...................................................... 6,889 6,923 Dividend and distribution payable ............................................. 19,582 19,509 Accounts payable and accrued expenses ......................................... 71,700 65,872 Security deposits and prepaid rents ........................................... 7,324 7,890 ---------- ---------- Total liabilities ........................................................... 1,185,822 1,286,516 ---------- ---------- Minority interest of preferred unitholders in Operating Partnership ........... 70,000 70,000 ---------- ---------- Minority interest of common unitholders in Operating Partnership .............. 47,968 62,409 ---------- ---------- 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 Common stock, $.01 par value, 100,000,000 authorized: 39,917,075 and 39,676,204 shares issued, 39,917,075 and 38,686,315 shares outstanding at June 30, 2004 and December 31, 2003, respectively ......... 399 396 Additional paid-in capital .................................................. 769,007 849,632 Accumulated earnings ........................................................ 81,236 - Accumulated other comprehensive income ...................................... (8,679) (12,362) Deferred compensation ....................................................... (4,471) (4,424) ---------- ---------- 837,521 833,291 Less common stock in treasury, at cost, 989,889 shares at December 31, 2003 ....................................................... - (36,765) ---------- ---------- Total shareholders' equity .................................................. 837,521 796,526 ---------- ---------- Total liabilities and shareholders' equity .................................. $2,141,311 $2,215,451 ========== ==========
================================================================================ Copyright (C) 2004 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 JUNE 30, 2004
WEIGHTED AVERAGE RATE(1) THREE MONTHS ENDED JUNE 30, PERCENTAGE ----------------------------- TYPE OF INDEBTEDNESS BALANCE OF TOTAL 2004 2003 - -------------------- ---------- ---------- ----------- ---------- Unsecured fixed rate senior notes ................. $ 595,000 55.08% 7.43% 7.40% Secured tax exempt variable rate notes(2) ......... 110,055 10.19% 1.71% 1.81% Secured conventional fixed rate notes ............. 375,272 34.73% 6.52% 6.77% Lines of credit .................................. - -% 1.81% 2.09% ---------- ------ ---- ---- $1,080,327 100.00% 6.53% 6.12% ========== ====== ==== ====

PERCENTAGE BALANCE OF TOTAL DEBT Total fixed rate debt ............................. $ 970,272 89.81% Total variable rate debt .......................... 110,055 10.19% ---------- ------ Total debt ...................................... $1,080,327 100.00% ========== ======
- -------------------------------------------------------------------------------- DEBT MATURITIES
WEIGHTED AVERAGE RATE AGGREGATE DEBT MATURITIES BY YEAR AMOUNT ON DEBT MATURITIES(1) - --------------------------------- ---------- --------------------- Remainder of 2004 ................................... $ 13,411 6.32% 2005 ................................................ 205,799(3) 7.81% 2006 ................................................ 81,208 6.95% 2007 ................................................ 158,327 7.05% 2008 ................................................ 4,014 6.52% 2009 and thereafter ................................. 617,568(3) 5.92% ---------- $1,080,327 ==========
- -------------------------------------------------------------------------------- DEBT STATISTICS
2004 2003 ----- ----- Interest coverage ratio(4)(5)......................................... 2.3x(8) 2.7x Fixed charge coverage ratio(4)(6)..................................... 1.9x(8) 2.1x Total debt as a % of undepreciated real estate assets (adjusted for joint venture partner's share of debt)(7)............................ 43.6% 45.2% Total debt and preferred equity as % of undepreciated real estate assets (adjusted for joint venture partner's share of debt)(7) ...... 50.1% 53.2%
(1) Weighted average rate includes credit enhancements and other fees, where applicable. The weighted average rates for the three months ended June 30, 2003 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) Aggregate debt maturities for years ended in 2009 and thereafter include $100,000 of Mandatory Par Put Remarketed Securities ("MOPPRS"). The MOPPRS mature in March 2015, but are subject to mandatory tender for remarketing in March 2005. In March 2005, if the remarketing dealer elects not to remarket the MOPPRS, the Company is required to redeem the MOPPRS at par. If the remarketing dealer elects to remarket the securities in March 2005, the interest rate on the MOPPRS will be established at a rate of 5.715% plus the Company's applicable credit spread for Company securities with similar maturities. The MOPPRS may be redeemed, at the Company's option, immediately prior to their remarketing in March 2005 at an optional redemption price equal to the outstanding principal balance plus a prepayment penalty. (4) Calculated for the six months ended June 30, 2004 and 2003. (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 23. (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 23. (7) A computation of the debt ratios is included in Table 5 on page 24. (8) The interest coverage and fixed charge coverage ratios, including discontinued operations, for the six months ended June 30, 2004 would be 2.4x and 2.0x, respectively. ================================================================================ Copyright (C) 2004 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) JUNE 30, 2004 - --------------------------------------------------------------------- ------------------ Consolidated Debt to Total Assets cannot exceed 60% ................. 41% Secured Debt to Total Assets cannot exceed 40% ...................... 19% Total Unencumbered Assets to Unsecured Debt must be at least 1.50/1 .................................................... 3.10/1 Consolidated Income Available for Debt Service Charge must be at least 1.50/1 ............................................ 2.44/1
(1) A summary of the public debt covenant calculations and reconciliations of the financial components used in the public debt covenant calculations to the most comparable GAAP financial measures are detailed below.
RATIO OF CONSOLIDATED DEBT TO TOTAL ASSETS - -------------------------------------------------------------------------------------- AS OF JUNE 30, 2004 ------------- Consolidated debt, per balance sheet (A) ........................... $1,080,327 ========== Total assets, as defined (B) (Table A) ............................. $2,611,611 ========== Computed ratio (A/B) ............................................... 41% ========== Required ratio (cannot exceed) ..................................... 60% ========== RATIO OF SECURED DEBT TO TOTAL ASSETS - -------------------------------------------------------------------------------------- Secured conventional fixed rate notes ............................... $ 375,272 Secured tax exempt variable rate notes .............................. 110,055 ---------- Total secured debt (C) ............................................ $ 485,327 ========== Computed ratio (C/B) ................................................ 19% ========== Required ratio (cannot exceed) ...................................... 40% ========== RATIO OF TOTAL UNENCUMBERED ASSETS TO UNSECURED DEBT - -------------------------------------------------------------------------------------- Consolidated debt, per balance sheet (A) ............................ $1,080,327 Total secured debt (C) .............................................. (485,327) ---------- Total unsecured debt (D) .......................................... $ 595,000 ========== Total unencumbered assets, as defined (E) (Table A) ................. $1,844,265 ========== Computed ratio (E/D) ................................................ 3.10x ========== 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) .......................................................... $ 171,954 ========== Annual Debt Service Charge, as defined (G) (Table B) ................ $ 70,546 ========== Computed ratio (F/G) ................................................ 2.44x ========== Required minimum ratio .............................................. 1.50x ==========
================================================================================ Copyright (C) 2004 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 JUNE 30, 2004 ------------- Total real estate assets ...................................... $2,013,500 Add: Investments in unconsolidated real estate entities .......... 22,165 Accumulated depreciation .................................... 474,016 Accumulated depreciation - assets held for sale ............. 7,836 Other tangible assets (cash, restricted cash, other assets, exclusive of receivables) .................... 94,094 ---------- Total assets for public debt covenant computations ............ $2,611,611 Less: Encumbered real estate assets ............................... 767,346 ---------- Total unencumbered assets for public debt covenant computations $1,844,265 ==========
TABLE B
CALCULATION OF CONSOLIDATED INCOME AVAILABLE FOR DEBT SERVICE AND ANNUAL DEBT SERVICE CHARGE FOR PUBLIC DEBT COVENANT COMPUTATIONS(1) - -------------------------------------------------------------------------------- SIX MONTHS ENDED CONSOLIDATED INCOME AVAILABLE FOR DEBT SERVICE JUNE 30, 2004 - ---------------------------------------------- ---------------- Net income .................................................... $ 104,519 Add: Minority interests .......................................... 9,938 --------- Income before minority interest ............................... 114,457 Add: Depreciation ................................................ 42,363 Depreciation (company share) of assets held in unconsolidated entities ................................................... 661 Amortization of deferred financing costs .................... 2,208 Interest expense ............................................ 33,007 Interest expense (company share) of assets held in unconsolidated entities .................................... 574 Interest expense of discontinued operations ................. 1,692 Asset impairment charge ..................................... 626 Loss on early extinguishment of debt ........................ 4,128 Less: Gains on property sales (before minority interest) .......... (113,739) --------- Consolidated income available for debt service ................ $ 85,977 ========= Consolidated income available for debt service (annualized) ... $ 171,954 ========= ANNUAL DEBT SERVICE CHARGE - -------------------------------------------------------------------------------- Consolidated interest expense ................................. $ 33,007 Interest expense (company share) of assets held in unconsolidated entities ...................................... 574 Interest expense of discontinued operations ................... 1,692 --------- $ 35,273 ========= Annual debt service charge (interest expense annualized) ...... $ 70,546 =========
(1) The actual calculation of these ratios requires the use of annual trailing financial data. These computations reflect annualized 2004 results for comparison and presentation purposes. The computations using annual trailing financial data also reflect compliance with the debt covenants. ================================================================================ Copyright (C) 2004 Post Apartment Homes, LP All Rights Reserved 13 ================================================================================ POST PROPERTIES, INC. ASSET ACQUISITION AND DISPOSITION SUMMARY
GROSS AMOUNT GROSS PROPERTY NAME/PERIOD LOCATION YEAR BUILT PER UNIT AMOUNT - -------------------- ---------------- ---------- ------------ ------------ ACQUISITIONS Q1 2004 None Q2 2004 Post Tysons Corner(TM) Washington, D.C. 1990 $171,972 $ 85,814,000 ============ Weighted Average Cap Rate - Acquisitions - 2004 5.5%(1) ============ DISPOSITIONS Q1 2003 Post West Avenue(TM)(1) Austin, TX 2000 $126,360 $ 30,200,000(3) Q2 2003 Post Park(R) Atlanta, GA 1988-1990 $ 78,156 Post Paseo Colorado Pasadena, CA 2002 250,639 $158,180,000(4)(5) Q3 2003 None Q4 2003 Post Hackberry Creek(R) Dallas, TX 1988-1996 $ 64,916 Post Roosevelt Square(TM)(6) Phoenix AZ 2000 90,456 $ 64,497,000 ------------ 2003 YTD Total $252,877,000 ============ Weighted Average Cap Rate - Dispositions - 2003 6.1%(7) ============ Q1 2004 Post Townlake(R) Dallas, TX 1986-1987 $ 56,212 $ 22,372,000(8) Q2 2004 Post Windhaven(TM) Dallas, TX 1991 $ 52,743 Post Mill(R)(9) Atlanta, GA 1985-1986 Post Canyon(R)(9) Atlanta, GA 1986 Post Chase(R)(9) Atlanta, GA 1987 Post Court(R)(9) Atlanta, GA 1988 Post Lane(R)(9) Atlanta, GA 1988 Post Lake(R)(9) Orlando, FL 1988 65,409 $221,750,000 ------------ 2004 YTD Total $244,122,000 ============ Weighted Average Cap Rate - Dispositions - 2004 6.7%(7) ============
(1) Based on projected first twelve-month net operating income after adjustment for management fee (3.0%) and capital reserves ($300/unit). Also assumes that the Company will initially spend up to $2 million to improve the community for total capitalized costs of approximately $88 million. (2) Includes approximately 7,400 square feet of retail space. (3) Excludes approximately $8.6 million in gross proceeds from the sale of land in Tampa, FL and Austin, TX. (4) 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. (5) Excludes approximately $2.6 million of gross proceeds from the sale of land in Dallas, TX. (6) Includes approximately 11,000 square feet of retail space. (7) Based on trailing twelve-month 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. (8) Excludes approximately $2.1 million in gross proceeds from the sale of land in Dallas, TX and Tampa, FL. (9) The gross amount per unit for these properties is $65,409. ================================================================================ Copyright (C) 2004 Post Apartment Homes, LP All Rights Reserved 14 ================================================================================ 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 six months ended June 30, 2004 and 2003 is detailed below.
THREE MONTHS ENDED SIX MONTHS ENDED JUNE 30, JUNE 30, ----------------------- ------------------------ 2004 2003 2004 2003 ------- ------- ------- ------- NEW COMMUNITY DEVELOPMENT AND ACQUISITION ACTIVITY ................. $37,249 $ 5,720 $37,542 $19,832 NON-RECURRING CAPITAL EXPENDITURES Revenue generating additions and improvements(1) ................. - 643 26 732 Other community additions and improvements(2) .................... 1,302 1,218 2,546 2,176 RECURRING CAPITAL EXPENDITURES Carpet replacements and other community additions and improvements(3) ............................................. 2,771 2,524 5,193 3,986 Corporate additions and improvements ............................. 153 131 287 339 ------- ------- ------- ------- $41,475 $10,236 $45,593 $27,064 ======= ======= ======= ======= OTHER DATA Capitalized interest ............................................. $ 261 $ 1,244 $ 500 $ 3,113 ======= ======= ======= ======= Capitalized personnel and associated costs(4) .................... $ 250 $ 579 $ 499 $ 1,179 ======= ======= ======= =======
(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) 2004 Post Apartment Homes, LP All Rights Reserved 15 ================================================================================ POST PROPERTIES, INC. INVESTMENTS IN UNCONSOLIDATED REAL ESTATE ENTITIES (Dollars in thousands, except per share or unit data) (Unaudited) At June 30, 2004, 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 June 30, 2004, each of the apartment communities had achieved stabilized occupancy. 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. 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 $6,666 at June 30, 2004. 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 for which it earns fees. 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:
JUNE 30, DECEMBER 31, Balance Sheet Data 2004 2003 - ------------------------------------------------------ -------- ------------ Real estate assets, net of accumulated depreciation of $7,806 and $5,939, respectively ..................... $125,751 $127,513 Cash and other ....................................... 4,177 2,516 -------- -------- Total assets ......................................... $129,928 $130,029 ======== ======== Mortgage notes payable ............................... $ 83,617 $ 33,763 Construction notes payable to Company(1) ............. - 53,769 Other liabilities .................................... 1,824 1,742 -------- -------- Total liabilities .................................... 85,441 89,274 Members' equity ...................................... 44,487 40,755 -------- -------- Total liabilities and members' equity ................ $129,928 $130,029 ======== ======== Company's equity investment .......................... $ 22,165 $ 21,017 ======== ======== Company's share of notes payable ..................... $ 29,266 $ 30,636 ======== ========

THREE MONTHS ENDED SIX MONTHS ENDED JUNE 30, JUNE 30, ------------------------- ------------------------- Income Statement Data 2004 2003 2004 2003 - ---------------------------------------------------------- ------ ------- ------ ------- Revenue Rental ................................................. $3,290 $ 2,107 $6,538 $ 3,796 Other .................................................. 259 125 471 227 ------ ------- ------ ------- Total revenues ......................................... 3,549 2,232 7,009 4,023 ------ ------- ------ ------- Expenses Property operating and maintenance ..................... 1,224 1,209 2,445 2,436 Depreciation and amortization .......................... 970 949 1,920 1,844 Interest ............................................... 866 810 1,640 1,518 ------ ------- ------ ------- Total expenses ......................................... 3,060 2,968 6,004 35,798 ------ ------- ------ ------- Income (loss) from continuing operations ................. 489 (736) 1,005 (1,775) ------ ------- ------ ------- Discontinued Operations Loss from discontinued operations ...................... - (103) - (188) Gain on property sales ................................. - 25,340 - 25,991 ------ ------- ------ ------- Income from discontinued operations ...................... - 25,340 - 25,991 ------ ------- ------ ------- Net income ............................................... $ 489 $25,340 $1,005 $24,216 ====== ======= ====== ======= Company's share of net income ............................ $ 171 $11,899 $ 352 $11,505 ====== ======= ====== =======
(1) All of the Company's construction financing to these unconsolidated real estate entities is included in the Company's outstanding debt and total assets. At December 31, 2003, the venture partner's share of the construction loans was $34,950. All construction financing previously provided by the Company was refinanced with permanent loans from unaffiliated entities as of March 31, 2004. The income from discontinued operations represents the operating results and the gain on sale of an apartment community (held by a fourth Property LLC) that was sold in June 2003. At June 30, 2004, mortgage notes payable include a $50,000 mortgage note that bears interest at 4.13%, requires monthly interest payments and annual principal payment of $1 through 2009. Thereafter, the note requires monthly principal and interest payments based on a 25-year amortization schedule and matures in April 2034. The note is callable by the lender in May 2009 and on each successive fifth year anniversary of the note thereafter. The note is prepayable without penalty in May 2008. The additional mortgage notes payable bear interest at rates ranging from 4.04% to 4.28% and mature in 2008. ================================================================================ Copyright (C) 2004 Post Apartment Homes, LP All Rights Reserved 16 ================================================================================ 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 June 30, 2004 for properties stabilized by the beginning of the quarter ended June 30, 2004 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 June 30, 2004 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 develop their own calculations of NAV. The Company also believes that internal and external NAV estimates are a useful benchmark of the value of the Company's assets over time and provide a useful measure for analyzing the Company's trading price on the New York Stock Exchange. FINANCIAL DATA - -------------- (In thousands)
THREE MONTHS ENDED AS INCOME STATEMENT DATA JUNE 30, 2004 ADJUSTMENTS ADJUSTED - -------------------------------------------------------------------- ------------------ ----------- -------- Rental revenues .................................................... $72,180 $ (331)(1) $71,849 Other property revenues ............................................ 4,510 104(1) 4,614 ------- ------- ------- Total rental and other revenues (A) .............................. 76,690 (227) 76,463 Property operating & maintenance expenses (excluding depreciation and amortization) (B) ..................... 33,388 (3,897)(1) 29,491 ------- ------- ------- Property net operating income (Table 1) (A-B) ...................... $43,302 $ 3,670 $46,972 ======= ======= ======= Apartment units represented ........................................ 24,700 (932)(2) 23,768

AS OF AS OTHER ASSET DATA JUNE 30, 2004 ADJUSTMENTS ADJUSTED - ----------------------------------------------------------------------- ------------- ----------- -------- Cash & equivalents .................................................... $ 55,291 $ - $ 55,291 Construction in progress and real estate assets acquired, at cost(3) ................................................. 14,851 85,814(3) 100,665 Land held for development or sale ..................................... 13,384 7,066(4) 20,450 Investments in and advances to unconsolidated real estate entities (including construction loans receivable) .......................................................... 22,165 (22,165)(5) - Other assets(6) ....................................................... 38,851 - 38,851 Cash and other assets of unconsolidated real estate entities(7) .......................................................... 4,177 (2,715)(7) 1,462 LIABILITY DATA Tax-exempt debt ....................................................... 110,055 - 110,055 Other notes payable ................................................... 970,272 - 970,272 Other liabilities(8) .................................................. 105,495 - 105,495 Total liabilities of unconsolidated real estate entities(9) .............................................. 85,441 (55,537)(8) 29,904 OTHER DATA Liquidation value of preferred shares ................................. 95,000 - 95,000 Liquidation value of preferred units .................................. 70,000 - 70,000 Common shares outstanding ............................................. 39,917 - 39,917 Common units outstanding .............................................. 2,561 - 2,561
(1) The adjustments reflect a reduction in rental revenues ($206) and property operating and maintenance expenses (excluding depreciation and amortization) ($57) from an acquisition property that was not included in operating results for the full second quarter of 2004 (Post Tysons Corner(TM)). The adjustments also include additions for the rental revenues ($803) and other property revenues ($110) and property operating and maintenance expenses (excluding depreciation and amortization) ($380) of a held for sale property included in discontinued operations and for the Company's 35% share of rental revenues ($1,141) and other property revenues ($101) and property operating and maintenance expenses (excluding depreciation and amortization) ($425) from all properties accounted for on the equity method of accounting. In addition, the adjustments reflect a reduction of rental revenues ($2,069) and other revenues ($107) and property operating and maintenance expenses (excluding depreciation and amortization) ($1,791) relating to the Company's corporate ================================================================================ Copyright (C) 2004 Post Apartment Homes, LP All Rights Reserved 17 ================================================================================ apartment business. Lastly, the adjustment to operating and maintenance expenses (excluding depreciation and amortization) also includes a reduction for corporate property management expenses ($2,854). (2) The adjustment reflects a reduction of total apartment units for an acquisition property that was not included in operating results for full second quarter of 2004 (Post Tysons CornerTM - 499 unit total reduction) and a reduction of 65% of the 666 units held in unconsolidated entities (a 433 unit reduction) to adjust the units held in unconsolidated entities to the Company's 35% share of the units. (3) The "As of June 30, 2004" amount represents the construction in progress balance per the Company's balance sheet. The adjustment amount equals the aggregate cost investment in an acquisition property that was not included in operating results for full second quarter of 2004 (Post Tysons CornerTM). (4) The adjustment reflects land parcels included on the balance sheet as a component of assets held for sale. (5) The "As of June 30, 2004" 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 (none at June 30, 2004). (6) These amounts consist of restricted cash and other assets, per the Company's balance sheet. (7) The "As of June 30, 2004" amount represents cash and other assets of unconsolidated entities. The adjustment includes a reduction for the venture partners' 65% share of cash and other assets ($2,715) of the Company's projects held in unconsolidated entities as those projects reached stabilized occupancy prior to the second quarter of 2004. The "As Adjusted" amount represents 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 June 30, 2004" 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) 2004 Post Apartment Homes, LP All Rights Reserved 18 ================================================================================ POST PROPERTIES, INC. NON-GAAP FINANCIAL MEASURES AND OTHER DEFINED TERMS (Dollars in thousands, except per share or unit data) (Unaudited) DEFINITIONS OF SUPPLEMENTAL NON-GAAP FINANCIAL MEASURES AND OTHER DEFINED TERMS The Company uses certain non-GAAP financial measures and other defined terms in this accompanying Supplemental Financial Data. These non-GAAP financial measures include FFO, AFFO, net operating income, same store capital expenditures, FFO and AFFO excluding certain accounting charges, certain debt statistics and ratios and economic gains (losses) on property sales. 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 (losses) from extraordinary items and sales of property, plus depreciation and amortization 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 and losses 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 adopted the modifications to the definition of FFO effective with its reported results for the third quarter of 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 press 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 that "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 available to common shareholders" is the most directly comparable GAAP measure to FFO. ADJUSTED FUNDS FROM OPERATIONS - The Company also uses adjusted funds from operations ("AFFO") as an operating measure. AFFO is defined as FFO less operating capital expenditures. The Company believes that AFFO 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 operating capital expenditures through earnings. In addition, since most equity REITs provide AFFO information to the investment community, the Company believes that AFFO 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 AFFO. 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 "net income" 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, sold properties and commercial properties 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." ================================================================================ Copyright (C) 2004 Post Apartment Homes, LP All Rights Reserved 19 ================================================================================ NET INCOME, FFO AND AFFO EXCLUDING CERTAIN CHARGES - The Company uses net income, FFO and AFFO excluding certain preferred stock redemption costs, severance, proxy, loss on early extinguishment of debt and impairment charges as operating measures. The Company reports net income, FFO and AFFO excluding certain charges as alternative financial measures of core operating performance. The Company believes net income, FFO and AFFO before 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 charges of the nature incurred in 2004 and 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 AFFO, excluding certain charges, is the line on the Company's consolidated statements of operations entitled "net income available to common shareholders." 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 (adjusted for joint venture partner's share of debt); (4) total debt plus preferred equity as a percentage of undepreciated real estate (adjusted for joint venture partner's share of debt); (5) a ratio of consolidated debt to total assets; (6) a ratio of secured debt to total assets; (7) a ratio of total unencumbered assets to unsecured debt; and (8) 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 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. ECONOMIC GAINS ON PROPERTY SALES - The Company uses economic gains losses on property sales as a supplemental measure of operating performance. Economic gains on property sales are defined as gains on property sales in accordance with GAAP, before accumulated depreciation and any prior period write-downs for asset impairment charges on such assets. The Company believes economic gains on property sales is an important supplemental measure to gains on property sales in accordance with GAAP because it assists investors and analysts in understanding the relationship between the cash proceeds from the sale of an asset and the cash invested in that asset. The Company believes the line on its consolidated statement of operations entitled "gains on property sales - discontinued operations" is the most directly comparable GAAP measure to economic gains on property sales. AVERAGE ECONOMIC OCCUPANCY - The Company uses average economic occupancy as a statistical measure of operating performance. The Company defines average economic occupancy 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. ================================================================================ Copyright (C) 2004 Post Apartment Homes, LP All Rights Reserved 20 ================================================================================ RECONCILIATIONS OF SUPPLEMENTAL NON-GAAP FINANCIAL MEASURES TABLE 1 RECONCILIATION OF SAME STORE NET OPERATING INCOME (NOI) TO GAAP NET INCOME (Dollars in thousands)
THREE MONTHS ENDED SIX MONTHS ENDED ----------------------------------------- ------------------------ JUNE 30, JUNE 30, MARCH 31, JUNE 30, JUNE 30, 2004 2003 2004 2004 2003 -------- -------- --------- -------- -------- Total same store NOI ............................... $ 39,699 $ 39,986 $ 39,435 $ 79,134 $ 81,049 Property NOI from other operating segments ......................................... 3,603 1,520 2,772 6,374 2,065 -------- -------- -------- -------- -------- Consolidated property NOI .......................... 43,302 41,506 42,207 85,508 83,114 Add (subtract): Other revenues ................................... 45 147 76 122 277 Interest income .................................. 213 251 180 392 485 Minority interest in consolidated property partnerships ........................... 303 349 272 575 682 Depreciation ..................................... (21,177) (20,253) (21,186) (42,363) (40,542) Interest expense ................................. (16,726) (16,250) (16,281) (33,007) (31,879) Amortization of deferred financing costs ........................................... (1,092) (968) (1,116) (2,208) (1,756) General and administrative ....................... (5,477) (3,342) (4,642) (10,119) (6,967) Development costs and other expenses ............. (381) - (535) (916) (567) Proxy contest and related costs .................. - (5,231) - - (5,231) Severance charges ................................ - (1,795) - - (21,506) Equity in income of unconsolidated entities ........................................ 207 8,103 216 422 7,710 Minority interest of preferred unitholders ..................................... (1,400) (1,400) (1,400) (2,800) (2,800) Minority interest of common unitholders ..................................... 246 164 473 719 2,778 -------- -------- -------- -------- -------- Loss from continuing operations .................. (1,937) 1,281 (1,736) (3,675) (16,202) Income from discontinued operations .............. 103,047 26,408 5,147 108,194 23,304 -------- -------- -------- -------- -------- Net income ......................................... $101,110 $ 27,689 $ 3,411 $104,519 $ 7,102 ======== ======== ======== ======== ========
================================================================================ Copyright (C) 2004 Post Apartment Homes, LP All Rights Reserved 21 ================================================================================ TABLE 2 SAME STORE NET OPERATING INCOME (NOI) SUMMARY BY MARKET (Dollars in thousands)
THREE MONTHS ENDED ------------------------------------------ 2Q '04 VS 2Q '04 VS JUNE 30, JUNE 30, MARCH 31, 2Q '03 1Q '04 2004 2003 2004 % CHANGE % CHANGE -------- -------- --------- --------- --------- Rental and other revenues Atlanta ............................. $33,386 $33,011 $32,887 1.1% 1.5% Dallas .............................. 12,481 12,519 12,481 (0.3)% - Tampa ............................... 4,517 4,431 4,558 1.9% (0.9)% Washington, DC ...................... 5,444 5,234 5,364 4.0% 1.5% Charlotte ........................... 3,226 3,067 3,151 5.2% 2.4% Other ............................... 6,220 6,341 6,268 (1.9)% (0.8)% ------- ------- ------- Total rental and other revenues .. 65,274 64,603 64,709 1.0% 0.9% ------- ------- ------- Property operating and maintenance expenses (exclusive of depreciation and amortization) Atlanta ............................. 12,480 12,194 12,352 2.3% 1.0% Dallas .............................. 5,788 5,312 5,429 9.0% 6.6% Tampa ............................... 1,806 1,801 1,990 0.3% (9.2)% Washington, DC ...................... 1,760 1,647 1,807 6.9% (2.6)% Charlotte ........................... 1,022 1,089 1,035 (6.2)% (1.3)% Other ............................... 2,719 2,574 2,661 5.6% 2.2% ------- ------- ------- Total ............................ 25,575 24,617 25,274 3.9% 1.2% ------- ------- ------- Net operating income Atlanta ............................. 20,906 20,817 20,535 0.4% 1.8% Dallas .............................. 6,693 7,207 7,052 (7.1)% (5.1)% Tampa ............................... 2,711 2,630 2,568 3.1% 5.6% Washington, DC ...................... 3,684 3,587 3,557 2.7% 3.6% Charlotte ........................... 2,204 1,978 2,116 11.4% 4.2% Other ............................... 3,501 3,767 3,607 (7.1)% (2.9)% ------- ------- ------- Total same store NOI ............. $39,699 $39,986 $39,435 (0.7)% 0.7% ======= ======= =======

SIX MONTHS ENDED JUNE 30, ------------------------ 2004 2003 % CHANGE -------- -------- -------- Rental and other revenues Atlanta ............................. $ 66,273 $ 66,478 (0.3)% Dallas .............................. 24,963 24,922 0.2% Tampa ............................... 9,075 8,846 2.6% Washington, DC ...................... 10,809 10,401 3.9% Charlotte ........................... 6,376 6,080 4.9% Other ............................... 12,487 12,820 (2.6)% -------- -------- Total rental and other revenues .. 129,983 129,547 0.3% -------- -------- Property operating and maintenance expenses (exclusive of depreciation and amortization) Atlanta ............................. 24,831 23,763 4.5% Dallas .............................. 11,217 10,549 6.3% Tampa ............................... 3,796 3,588 5.8% Washington, DC ...................... 3,567 3,366 6.0% Charlotte ........................... 2,057 2,134 (3.6)% Other ............................... 5,381 5,098 5.6% -------- -------- Total ............................ 50,849 48,498 4.8% -------- -------- Net operating income Atlanta ............................. 41,442 42,715 (3.0)% Dallas .............................. 13,746 14,373 (4.4)% Tampa ............................... 5,279 5,258 0.4% Washington, DC ...................... 7,242 7,035 2.9% Charlotte ........................... 4,319 3,946 9.5% Other ............................... 7,106 7,722 (8.0)% -------- -------- Total same store NOI ............. $ 79,134 $ 81,049 (2.4)% ======== ========
================================================================================ Copyright (C) 2004 Post Apartment Homes, LP All Rights Reserved 22 ================================================================================ TABLE 3 RECONCILIATION OF SEGMENT CASH FLOW DATA TO STATEMENTS OF CASH FLOWS (Dollars in thousands)
THREE MONTHS ENDED SIX MONTHS ENDED JUNE 30, JUNE 30, ------------------ ----------------- 2004 2003 2004 2003 ------ ------ ------ ------ Recurring capital expenditures by operating segment Same store ........................................... $2,437 $1,917 $4,471 $2,925 Partially stabilized ................................. 38 17 87 26 Construction and lease-up ............................ 5 - 12 - Other segments ....................................... 291 590 623 1,035 ------ ------ ------ ------ Total recurring capital expenditures per statements of cash flows .......................................... $2,771 $2,524 $5,193 $3,986 ====== ====== ====== ====== Non-recurring capital expenditures by operating segment Same store ........................................... $1,048 $ 899 $2,196 $1,334 Partially stabilized ................................. 163 3 182 7 Construction and lease-up ............................ - - - - Other segments ....................................... 91 316 168 835 ------ ------ ------ ------ Total non-recurring capital expenditures per statements of cash flows ............................ $1,302 $1,218 $2,546 $2,176 ====== ====== ====== ======
TABLE 4 COMPUTATION OF INTEREST AND FIXED CHARGE COVERAGE RATIOS (Dollars in thousands)
SIX MONTHS ENDED JUNE 30, --------------------- 2004 2003 ------- -------- Loss from continuing operations ...................... $(3,675) $(16,202) Minority interest of common unitholders .............. (719) (2,778) Minority interest of preferred unitholders ........... 2,800 2,800 Depreciation expense ................................. 42,363 40,542 Depreciation (company share) of assets held in unconsolidated entities ............................. 661 909 Interest expense ..................................... 33,007 31,879 Interest expense (company share) of assets held in unconsolidated entities ............................. 574 271 Amortization of deferred financing costs ............. 2,208 1,756 Severance charges .................................... 21,506 Proxy contest and related costs ...................... - 5,231 ------- -------- Income available for debt service (A) ................ $77,219 $ 85,914 ======= ======== Interest expense ..................................... $33,007 $ 31,879 Interest expense (company share) of assets held in unconsolidated entities ............................. 574 271 ------- -------- Interest expense for purposes of computation (B) ..... 33,581 32,150 Dividends and distributions to preferred shareholders and unitholders ..................................... 7,307 8,525 ------- -------- Fixed charges for purposes of computation (C) ........ $40,888 $ 40,675 ======= ======== Interest coverage ratio (A/B) (1) .................... 2.3x 2.7x ======= ======== Fixed charge coverage ratio (A/C) (1) ................ 1.9x 2.1x ======= ========
(2) The interest coverage and fixed charge coverage ratios, including discontinued operations, for the six months ended June 30, 2004 would be 2.4x and 2.0x, respectively. ================================================================================ Copyright (C) 2004 Post Apartment Homes, LP All Rights Reserved 23 ================================================================================ TABLE 5 COMPUTATION OF DEBT RATIOS (In thousands)
AS OF JUNE 30, -------------------------- 2004 2003 ---------- ---------- Total real estate assets per balance sheet ........................... $2,013,500 $2,164,206 Plus: Company share of real estate assets held in unconsolidated entities .. 44,013 45,124 Company share of accumulated depreciation - assets held in unconsolidated entities ............................................. 2,732 1,407 Accumulated depreciation per balance sheet ........................... 474,016 470,307 Accumulated depreciation on assets held for sale ..................... 7,836 - ---------- ---------- Total undepreciated real estate assets (A) ........................... $2,542,097 $2,681,044 ========== ========== Total debt per balance sheet ......................................... $1,080,327 $1,259,926 Plus: Company share of debt held in unconsolidated entities ................ 29,266 5,917 Less: Joint venture partner's share of construction debt to the Company .... - (54,051) ---------- ---------- Total debt (adjusted for joint venture partner's share of debt) (B) .. $1,109,593 $1,211,792 ========== ========== Total debt as a % of undepreciated real estate assets (adjusted for joint venture partner's share of debt) (B/A) ........................ 43.6% 45.2% ========== ========== Total debt per balance sheet ......................................... $1,080,327 $1,259,926 Plus: Company share of debt held in unconsolidated entities ................ 29,266 5,917 Preferred shares at liquidation value ................................ 95,000 145,000 Preferred units at liquidation value ................................. 70,000 70,000 Less: Joint venture partner's share of construction debt to the Company .... - (54,051) ---------- ---------- Total debt and preferred equity (adjusted for joint venture partner's share of debt) (1) (C) .............................................. $1,274,593 $1,426,792 ========== ========== Total debt and preferred equity as a % of undepreciated assets (adjusted for joint venture partner's share of debt) (1) (C/A) ..... 50.1% 53.2% ========== ==========
(1) If total debt and preferred equity were reduced by available cash and cash equivalent balances of $55,291 at June 30, 2004, the ratio of debt and preferred equity as a percent of undepreciated assets (adjusted for joint venture partners' share of debt) would have been 48.0% at June 30, 2004.. ================================================================================ Copyright (C) 2004 Post Apartment Homes, LP All Rights Reserved 24 ================================================================================ TABLE 6 CALCULATION OF COMPANY UNDEPRECIATED BOOK VALUE PER SHARE (In thousands)
JUNE 30, 2004 ------------- Total shareholders' equity, per balance sheet ........................ $ 837,521 Plus: Accumulated depreciation, per balance sheet .......................... 474,016 Accumulated depreciation - held for sale assets, per balance sheet ... 7,836 Minority interest of common unitholders in Operating Partnership, per balance sheet ................................................... 47,968 Minority interest of preferred unitholders in Operating Partnership, per balance sheet ................................................... 70,000 Less: Deferred charges, net, per balance sheet ............................. (11,504) Preferred shares at liquidation value ................................ (95,000) Preferred units at liquidation value ................................. (70,000) ---------- Total undepreciated book value (A).................................... $1,260,837 ========== Total common shares and units (B) .................................... 42,478 ========== Company undepreciated book value per share (A/B) ..................... $ 29.68 ==========
================================================================================ Copyright (C) 2004 Post Apartment Homes, LP All Rights Reserved 25 ~~-----END PRIVACY-ENHANCED MESSAGE-----~~

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