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SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
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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): March 7, 2001
Post Properties, Inc.
Post Apartment Homes, L.P.
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(Exact name of registrant as specified in its charter)
Georgia
Georgia
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(State or other jurisdiction of incorporation)
1-12080
0-28226
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(Commission File Number)
58-1550675
58-2053632
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(IRS Employer Identification Number)
4401 Northside Parkway, Suite 800, Atlanta, Georgia 30327
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(Address of principal executive offices)
Registrant's telephone number, including area code (404) 846-5000
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Not Applicable
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(Former Name or Former Address, if Changed Since Last Report)
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ITEM 5. OTHER EVENTS.
On February 5, 2001, Post Properties, Inc. issued a press release
announcing results for the fourth quarter of 2000. On February 6, 2001, Post
hosted a conference call with financial analysts, investors and reporters during
which it discussed its announced financial results and provided guidance
regarding expected results for future periods. The call was broadcast live, and
available for replay at www.postproperties.com under corporate information and
financial/investor.
The prospective financial information included in this Form 8-K has
been prepared by, and is the responsibility of, Post's management.
PricewaterhouseCoopers LLP has neither examined nor compiled the accompanying
prospective financial information and, accordingly, PricewaterhouseCoopers LLP
does not express an opinion or any other form of assurance with respect thereto.
The PricewaterhouseCoopers LLP's report included in Post's Annual Report on Form
10-K relates to Post's historical financial information. It does not extend to
the prospective financial information and should not be read to do so.
In the February 5, 2001 press release, Post announced, among other
things, the following:
- For the fourth quarter, average economic occupancy at Post's
63 mature communities, containing 21,591 units, was 96.3%.
For all of 2000, average economic occupancy at such
communities was 96.8%. Post defines mature communities as
those which were stabilized as of January 1, 1999.
- Total revenue for Post's mature communities was up 5.2% during
the fourth quarter of 2000 compared to the fourth quarter of
1999, while operating expenses were up 7.7%, resulting in a
4.1% increase in net operating income, or NOI, or $1.6
million. For all of 2000, revenue, expenses and NOI at Post's
mature communities were up 4.7%, 3.5% and 5.3%, respectively,
over 1999 levels. The increase in operating expenses in the
fourth quarter was due primarily to higher personnel, tax,
and insurance expenses.
- Post has 28 communities and two phases of existing communities
containing 9,951 units that were stabilized after January 1,
1999, or are currently in lease-up and are therefore not
included in the reported results of Post's mature communities.
These communities contributed $19.1 million of NOI during the
fourth quarter of 2000, an increase of $7.7 million compared
to the same period of 1999. For all of 2000, these communities
contributed $62.4 million of NOI, up from $35.9 million in
1999.
- On December 19, 2000, Post fixed the interest rate on its $104
million notes with the Federal National Mortgage Association.
The fixed rate, inclusive of credit enhancement and other
fees, is 6.975% effective January 2001 through July 2009. On
December 20, 2000, Post Apartment Homes, L.P., the operating
subsidiary of Post, closed the sale of $185 million of 7.7%
senior unsecured 10-year notes. On January 12, 2001, Post also
closed a new $320 million three-year revolving line of credit
and a $185 million 364-day line of credit.
- During the fourth quarter of 2000, Post repurchased 772,500
shares of its common stock at an average price of $35.15 per
share, totaling $27.2 million.
- In January 2001, Post changed and restructured its
executive team, including the addition of David P. Stockert as
president and chief operating officer.
Certain financial information included as part of the February 5, 2001
press release is attached hereto as Exhibit 99.1 and incorporated herein by
reference. Except for the effect of minority interest in Post Apartment Homes,
the financial information included in Exhibit 99.1 with respect to Post is the
same for Post Apartment Homes.
On the February 6, 2001 conference call, Post revised its estimates for
funds from operations, or FFO, for 2001 and provided guidance for the first
quarter of 2001 as follows:
- Post projected FFO in the range of $3.77 to $3.85 per share
for fiscal 2001, a decrease from the $3.82 to $4.00 per share
prior guidance.
- Post projected FFO in the range of $0.89 to $0.91 per share
for the first quarter of 2001.
FFO should not be considered as an alternative to net income (determined in
accordance with GAAP) as a measure of Post's liquidity, nor is it necessarily
indicative of sufficient cash flow to fund all of Post's needs or ability to
service indebtedness or make distributions.
Post also issued a press release on February 8, 2001 announcing
quarterly dividends on its common stock of $0.78 per share for the first quarter
of 2001, raising Post's annual dividend rate to $3.12 from $3.04.
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DISCLOSURE REGARDING FORWARD-LOOKING STATEMENTS
Certain statements made in this report, including in the exhibits to
this report, and other written or oral statements made by or on behalf of us,
may constitute "forward-looking statements" within the meaning of the federal
securities laws. Statements regarding future events and developments and our
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 report
include projections of funds from operations for future periods, descriptions of
our plans with respect to the development of new apartment communities, our
plans to enter new markets, our financing plans and our expectations relating to
our continuing growth. 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. We undertake 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 our actual
results to differ materially from the expected results described in our
forward-looking statements:
- conditions affecting the acquisition, development and
ownership of residential real estate, including local zoning
and land use issues, environmental regulations, the Americans
with Disabilities Act, the Fair Housing Amendments Act of 1988
and general conditions in the multi-family residential real
estate market.
- adverse or unanticipated weather conditions, which may affect
our overall level of development.
- our ability to obtain financing for the development of
additional apartment communities.
- the impact of competition, including competition for tenants
and locations and in other important aspects of our business.
Our primary competitors include other regional or national
apartment communities. The multifamily apartment community
business is highly competitive.
- general economic conditions which affected consumer confidence
and purchases of new homes, including interest rates, the
overall level of economic activity, the availability of
consumer credit and mortgage financing, unemployment rates,
and other factors.
- our ability to continue to qualify as a real estate investment
trust under the Internal Revenue Code.
- changes in laws and regulations, including changes in
accounting standards, tax statutes or regulations, and
environmental and land use regulations, and uncertainties of
litigation.
Additional information concerning the risks and uncertainties listed
above and other factors that you may wish to consider with respect to any
investment in our securities is contained in the filings by Post and Post
Apartment Homes with the SEC.
ITEM 7. FINANCIAL STATEMENTS, PRO FORMA FINANCIAL STATEMENTS AND EXHIBITS.
(c) Exhibits:
EXHIBIT NO. DESCRIPTION
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12.1 Computation of Ratio of Earnings to Fixed Charges
99.1 Supplemental Information
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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: March 7, 2001.
POST PROPERTIES, INC.
By: /s/ R. Gregory Fox
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R. Gregory Fox
Executive Vice President and Chief
Financial Officer
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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: March 7, 2001.
POST APARTMENT HOMES, L.P.
By: POST GP HOLDINGS, INC.,
as General Partner
By: /s/ R. Gregory Fox
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R. Gregory Fox
Executive Vice President and
Chief Financial Officer
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EXHIBIT INDEX
Exhibit Number and Description
12.1 Computation of Ratio of Earnings to Fixed Charges
99.1 Supplemental Information
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