POST PROPERTIES, INC./ POST APARTMENT HOMES, L.P.
UNITED STATES SECURITIES AND EXCHANGE COMMISSION
Washington, DC 20549
Form 10-K/A
Amendment No. 1
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ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE
SECURITIES EXCHANGE ACT OF 1934 |
For fiscal year ended December 31, 2007
OR
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TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE
SECURITIES EXCHANGE ACT OF 1934 |
For the transition period from ____ to ____
Commission file number 1-12080
Commission file number 0-28226
POST PROPERTIES, INC.
POST APARTMENT HOMES, L.P.
(Exact name of registrants as specified in their charters)
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| Georgia
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58-1550675 |
| Georgia
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58-2053632 |
| (State or other jurisdiction of incorporation or organization)
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(I.R.S. Employer Identification No.) |
4401 Northside Parkway, Suite 800, Atlanta, Georgia 30327
(Address of principal executive office — zip code)
(404) 846-5000
(Registrant’s telephone number, including area code)
Securities registered pursuant to section 12(b) of the Act:
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| Title of each class |
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Name of Each Exchange on Which Registered |
| Common Stock, $.01 par value
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New York Stock Exchange |
| 8 1/2% Series A Cumulative
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New York Stock Exchange |
| Redeemable Preferred Shares, $.01 par value |
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| 7
5/8% Series B Cumulative
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New York Stock Exchange |
| Redeemable Preferred Shares, $.01 par value |
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Securities registered pursuant to Section 12(g) of the Act: None
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Name of Each Exchange |
| Title of each class |
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on Which Registered |
| None
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None |
Indicate by check mark if the registrant is a well-known seasoned issuer, as defined in Rule
405 of the Securities Act.
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Post Properties, Inc.
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Yes
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No
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Post Apartment Homes, L.P.
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Yes
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o
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No
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Indicate by check mark if the registrant is not required to file reports pursuant to Section
13 or Section 15(d) of the Act.
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Post Properties, Inc.
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Yes
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o
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No
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Post Apartment Homes, L.P.
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Yes
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o
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No
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Indicate by check mark whether the Registrants (1) have filed all reports required to be
filed by section 13 or 15(d) of the Securities Exchange Act of 1934 during the preceding 12
months (or for such shorter period that the Registrants were required to file such reports), and
(2) have been subject to such filing requirements for the past 90 days.
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Post Properties, Inc.
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Yes
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No
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Post Apartment Homes, L.P.
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Yes
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No
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Indicate by check mark if disclosure of delinquent filers pursuant to Item 405 of Regulation
S-K is not contained herein, and will not be contained, to the best of Registrant’s knowledge, in
definitive proxy or information statements incorporated by reference in Part III of this Form
10-K or any amendment to this Form 10-K. þ
The aggregate market value of the shares of common stock held by non-affiliates (based upon
the closing sale price on the New York Stock Exchange) on June 30, 2007 was approximately
$2,237,043,221. As of March 14, 2008, there were 44,092,643 shares of common stock, $.01 par
value, outstanding.
Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer,
a non-accelerated filer or smaller reporting company. See definition of accelerated filer, large
accelerated filer and smaller reporting company in Rule 12b-2 of the Exchange Act.
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Post Properties, Inc.
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Large Accelerated Filer
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Accelerated Filer o |
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Non-Accelerated Filer
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(Do not check if a smaller reporting company)
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Smaller Reporting Company o |
Post Apartment Homes, L.P.
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Large Accelerated Filer
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o
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Accelerated Filer o |
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Non-Accelerated Filer
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(Do not check if a smaller reporting company)
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Smaller Reporting Company o |
Indicate by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of the
Exchange Act).
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Post Properties, Inc.
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Yes
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o
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No
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Post Apartment Homes, L.P.
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Yes
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o
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No
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þ |
DOCUMENTS INCORPORATED BY REFERENCE
Portions of Part III of this report are incorporated by reference from the Post Properties,
Inc.’s Proxy Statement in connection with its Annual
Meeting of Shareholders or will be provided
by an amendment to this report.
The Registrants are filing this Amendment No. 1 to the Registrants’ Annual Report on Form 10-K
for the fiscal year ended December 31, 2007 (the “Form 10-K”) to incorporate into the Form 10-K
the audited consolidated financial statements of PCH Atlanta Venture, L.L.C., a significant fifty
percent-or-less owned person accounted for by the equity method by the Registrants, which are
required to be filed by the Securities and Exchange Commission (the “SEC”) pursuant to Regulation
S-X, Rule 3-09.
Pursuant to the rules of the Securities Exchange Act of 1934, as amended (the “Exchange Act”),
Rule 12b-15, the Registrants have also amended the Form 10-K to provide currently-dated
certifications from the Registrants’ chief executive officer and chief financial officer, as
required by Exchange Act Rule 13a-14(a) or Rule 15d-14(a), as adopted under Section 302 of the
Sarbanes-Oxley Act of 2002, and Exchange Act Rule 13a-14(b) or Rule 15d-14(b) and Section 1350 of
Chapter 63 of Title 18 or the United States Code, as adopted under Section 906 of the
Sarbanes-Oxley Act of 2002.
Except for the filing of the financial statements under SEC Regulation S-X, Rule 3-09 and revised
certifications, this Amendment No. 1 does not amend the Company’s previously filed Form 10-K.
ITEM 15. EXHIBITS AND FINANCIAL STATEMENT SCHEDULES
(a) 1. and 2. Financial Statements and Schedules
The financial statements and schedule listed below are filed as part of the Form 10-K.
INDEX TO FINANCIAL STATEMENTS
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POST PROPERTIES, INC. |
Consolidated Financial Statements: |
Management’s Report on Internal Control over Financial Reporting* |
Reports of Independent Registered Public Accounting Firms* |
Consolidated Balance Sheets as of December 31, 2007 and 2006* |
Consolidated Statements of Operations for the Years Ended December 31, 2007, 2006 and 2005* |
Consolidated Statements of Shareholders’ Equity and Accumulated Earnings for the Years Ended December
31, 2007, 2006 and 2005* |
Consolidated Statements of Cash Flows for the Years Ended December 31, 2007, 2006 and 2005* |
Notes to the Consolidated Financial Statements* |
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POST APARTMENT HOMES, L.P. |
Consolidated Financial Statements: |
Management’s Report on Internal Control over Financial Reporting* |
Reports of Independent Registered Public Accounting Firms* |
Consolidated Balance Sheets as of December 31, 2007 and 2006* |
Consolidated Statements of Operations for the Years Ended December 31, 2007, 2006 and 2005* |
Consolidated Statements of Partners’ Equity for the Years Ended December 31, 2007, 2006 and 2005* |
Consolidated Statements of Cash Flows for the Years Ended December 31, 2007, 2006 and 2005* |
Notes to the Consolidated Financial Statements * |
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FINANCIAL STATEMENT SCHEDULE |
Schedule III — Real Estate Investments and Accumulated Depreciation*
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All other financial statement schedules are omitted because they are either not applicable or not required. |
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Post Properties, Inc.
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Post Apartment Homes, L.P. |
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Previously filed with the Form 10-K filed on February 29, 2008 |
(b) Exhibits
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| Exhibit |
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Description |
23.1
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Consent of Deloitte & Touche LLP — Post Properties, Inc |
23.2
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Consent of Deloitte & Touche LLP — Post Properties, Inc. and Post Apartment Homes, L.P. |
31.1
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Certification of the Chief Executive Officer pursuant to Rule
13a-14(a) or Rule 15d-14(a) of the Securities Exchange Act of
1934, as amended, and adopted under Section 302 of the
Sarbanes-Oxley Act of 2002 |
31.2
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—
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Certification of the Chief Financial Officer pursuant to Rule
13a-14(a) or Rule 15d-14(a) of the Securities Exchange Act of
1934, as amended, and adopted under Section 302 of the
Sarbanes-Oxley Act of 2002 |
32.1
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—
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Certification of the Chief Executive Officer pursuant to 18
U.S.C. 1350, as adopted under Section 906 of the
Sarbanes-Oxley Act of 2002 |
32.2
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—
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Certification of the Chief Financial Officer pursuant to 18
U.S.C. 1350, as adopted under Section 906 of the
Sarbanes-Oxley Act of 2002 |
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Post Properties, Inc.
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Post Apartment Homes, L.P. |
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PCH Atlanta Venture, LLC
(A Delaware Limited Liability Company)
Consolidated Financial Statements
December 31, 2007
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Post Properties, Inc.
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Post Apartment Homes, L.P. |
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PCH Atlanta Venture, LLC
(A Delaware Limited Liability Company)
Index to Consolidated Financial Statements
For the Period ended December 31, 2007
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Consolidated Financial Statements: |
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6 |
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7 |
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8 |
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9 |
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10 |
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11 |
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Post Properties, Inc.
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Post Apartment Homes, L.P. |
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REPORT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM
To the Members of
PCH Atlanta Venture, LLC
We have audited the accompanying consolidated balance sheet of PCH Atlanta Venture, LLC and
subsidiaries (the “Company”) as of December 31, 2007, and the related consolidated statements of
operations, members’ equity, and cash flows for the period May 11, 2007 (inception) through
December 31, 2007. These financial statements are the responsibility of the Company’s management.
Our responsibility is to express an opinion on these consolidated financial statements based on
our audit.
We conducted our audit in accordance with generally accepted auditing standards as established by
the Auditing Standards Board (United States) and in accordance with the auditing standards of the
Public Company Accounting Oversight Board (United States). Those standards require that we plan
and perform the audit to obtain reasonable assurance about whether the financial statements are
free of material misstatement. The Company is not required to have, nor were we engaged to
perform, an audit of its internal control over financial reporting. Our audits included
consideration of internal control over financial reporting as a basis for designing audit
procedures that are appropriate in the circumstances, but not for the purpose of expressing an
opinion on the effectiveness of the Company’s internal control over financial reporting.
Accordingly, we express no such opinion. An audit also includes examining, on a test basis,
evidence supporting the amounts and disclosures in the financial statements, assessing the
accounting principles used and significant estimates made by management, as well as evaluating
the overall financial statement presentation. We believe that our audit provides a reasonable
basis for our opinion.
In our opinion, such consolidated financial statements present fairly, in all material respects,
the financial position of PCH Atlanta Venture, LLC and subsidiaries as of December 31, 2007, and
the results of its operations and its cash flows for the period May 11, 2007 (inception) through
December 31, 2007 in conformity with accounting principles generally accepted in the United
States of America.
/s/Deloitte & Touche LLP
Atlanta, Georgia
February 28, 2008
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Post Properties, Inc.
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Post Apartment Homes, L.P. |
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PCH ATLANTA VENTURE, LLC
(A Delaware Limited Liability Company)
Consolidated Balance Sheet
As of December 31, 2007
(In thousands)
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Assets |
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Real estate (notes 1 and 5) |
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Land |
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$ |
48,080 |
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Buildings and improvements |
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126,233 |
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Furniture, fixtures and equipment |
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3,733 |
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Accumulated depreciation |
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(1,729 |
) |
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Total real estate assets |
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176,317 |
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Cash and cash equivalents |
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2,357 |
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Accounts receivable |
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74 |
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Deferred loan costs, net of accumulated amortization of
$28 at December 31, 2007 |
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629 |
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Other assets |
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1,254 |
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Total assets |
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180,631 |
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Liabilities and members’ equity |
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Liabilities |
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Mortgage notes payable |
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126,723 |
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Accounts payable and accrued expenses, including payables
to member of $123 at December 31, 2007 |
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684 |
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Security deposits and prepaid rent |
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200 |
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Total liabilities |
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127,607 |
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Commitments
and contingences |
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Members’ equity |
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53,024 |
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Total liabilities and members’ equity |
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$ |
180,631 |
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The accompanying notes are an integral part of these consolidated financial statements.
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Post Properties, Inc.
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7 |
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Post Apartment Homes, L.P. |
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PCH ATLANTA VENTURE, LLC
(A Delaware Limited Liability Company)
Consolidated Statement of Operations
For the Period from May 11, 2007 (inception) to December 31, 2007
(In thousands)
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Revenues |
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Rental |
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$ |
6,209 |
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Other |
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447 |
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Total revenues |
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6,656 |
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Expenses |
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Personnel |
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572 |
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Advertising and promotion |
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101 |
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Utilities |
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308 |
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Repairs and maintenance |
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368 |
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Real estate taxes and insurance |
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882 |
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General, administrative and other |
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162 |
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Management fees |
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346 |
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Depreciation and amortization |
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4,256 |
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Total expenses |
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6,995 |
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Income (loss) from operations |
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(339 |
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Other income (expense) |
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Interest income |
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52 |
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Interest expense |
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(3,188 |
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Amortization of deferred loan costs |
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(28 |
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Total other income (expense) |
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(3,164 |
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Net loss |
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$ |
(3,503 |
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The accompanying notes are an integral part of these consolidated financial statements.
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Post Properties, Inc.
Post Apartment Homes, L.P. |
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8 |
PCH ATLANTA VENTURE, LLC
(A Delaware Limited Liability Company)
Consolidated Statement of Changes in Members' Equity
For the Period from May 11, 2007 (inception) to December 31, 2007
(In thousands)
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CH Realty |
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Post |
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Total |
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IV/CCL Atlanta |
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Atlanta |
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Members’ |
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Investor, L.L.C. |
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Venture, LLC |
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Equity |
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Initial formation capital contributions (note 1) |
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$ |
27,114 |
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$ |
9,038 |
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$ |
36,152 |
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Additional capital contributions (note 1) |
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15,746 |
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5,249 |
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20,995 |
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Cash distributions |
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(465 |
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(155 |
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(620 |
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Net loss |
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(2,627 |
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(876 |
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(3,503 |
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Members’ equity, December 31, 2007 |
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$ |
39,768 |
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$ |
13,256 |
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$ |
53,024 |
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The accompanying notes are an integral part of these consolidated financial statements.
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Post Properties, Inc.
Post Apartment Homes, L.P. |
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9 |
PCH ATLANTA VENTURE, LLC
(A Delaware Limited Liability Company)
Consolidated Statement of Cash Flows
For the Period from May 11, 2007 (inception) to December 31, 2007
(In thousands)
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Operating activities |
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Net loss |
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$ |
(3,503 |
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Adjustments to reconcile net loss to net cash
provided by operating activities: |
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Depreciation and amortization |
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4,256 |
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Amortization of deferred loan costs |
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28 |
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Straight line rent
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Changes in operating assets and liabilities: |
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Accounts receivable |
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(74 |
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Other assets |
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(97 |
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Accounts payable and accrued expenses |
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329 |
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Security deposits and prepaid rent |
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9 |
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Net cash provided by operating activities |
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948 |
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Investing activities |
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Property capital expenditures |
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(316 |
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Net cash used in investing activities |
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(316 |
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Financing activities |
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Capital contributions |
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42,860 |
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Proceeds from mortgage notes payable |
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126,723 |
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Distributions to members |
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(167,201 |
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Payments of financing costs |
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(657 |
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Net cash provided by financing activities |
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1,725 |
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Net increase in cash and cash equivalents |
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2,357 |
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Cash and cash equivalents at beginning of period |
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— |
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Cash and cash equivalents at end of period |
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$ |
2,357 |
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Supplemental disclosure of cash flow information |
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Summary of initial formation and additional capital
contribution transactions (note 1): |
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Cash contributions |
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$ |
42,860 |
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Non-cash contributions of real estate assets |
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$ |
181,380 |
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Cash distributions at real estate contribution dates |
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(166,581 |
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Cash impact of other assets and liabilities at real
estate contribution dates |
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(512 |
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Net non-cash contributions |
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$ |
14,287 |
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Cash paid for interest totaled $2,773 for the period
ended December 31, 2007 |
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The accompanying notes are an integral part of these consolidated financial statements.
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Post Properties, Inc.
Post Apartment Homes, L.P. |
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10 |
PCH ATLANTA VENTURE, LLC
(A Delaware Limited Liability Company)
Notes to Consolidated Financial Statements
(In thousands)
| 1. |
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Organization and Formation |
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PCH Atlanta Venture, LLC, a Delaware limited liability company, and its subsidiaries
(collectively, the “Company”), were formed on May 11, 2007 between Post Atlanta Venture,
LLC, a wholly owned subsidiary of Post Apartment Homes, L.P. (collectively “Post”) and CH
Realty IV/CCL Atlanta Investor, L.L.C. (“Crow”). The Company was formed to own and
operate three multifamily residential communities (the “Communities”), containing 1,202
units, located in Atlanta, Georgia. |
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At the initial formation date, Post contributed two communities (land, buildings,
improvements and fixtures) at an agreed upon value of approximately $120,141 in exchange
for a 25% ownership interest in the Company. Crow made an initial cash contribution of
$27,114 for a 75% ownership interest in the Company. Simultaneous with the formation of
the Company, the Company distributed cash to Post totaling approximately $110,624, a
portion of which was funded by the Company through the financing of the communities with
mortgage indebtedness totaling approximately $85,723 (see note 4). Upon the completion of
the formation transactions, Post’s initial capital contribution in the Company totaled
approximately $9,038. In December 2007, Post contributed the third community (land,
buildings, improvements and fixtures) at an agreed upon value of approximately $61,239.
Crow made an additional capital contribution of $15,746. Simultaneous with this
contribution, the Company distributed cash to Post totaling approximately $55,957, a
portion of which was funded by the Company through the financing of the community with
mortgage indebtedness totaling approximately $41,000 (see note 4). Upon the completion of
this contribution transaction, Post’s additional capital contribution in the Company
totaled approximately $5,249. |
| |
| |
|
Under the provisions of the limited liability company agreement (see note 3), Post and its
affiliates are responsible for the ongoing management of the operations of the Company and
the Communities. At December 31, 2007, the physical occupancy for the three communities
owned by the Company was 98%, 93% and 97%, respectively. |
| 2. |
|
Summary of Significant Accounting Policies |
Real estate assets, intangible assets and depreciation and amortization
On the dates the Communities were contributed to the Company, the aggregate agreed upon
values were allocated to land ($48,080), building, improvements and equipment ($129,650)
and identified lease related intangible assets ($3,650) Operating real estate assets are
stated at the lower of depreciated cost or fair value, if deemed impaired. Depreciation
for building, land improvements, furniture, fixtures and equipment is recognized on a
straight-line basis over periods of 40, 20 and 5 years, respectively. Lease intangible
assets, primarily in-place lease values, are reflected in other assets and amortized over
the average remaining lease terms of the leases in-place on the contribution dates
(generally five months to seven months). Ordinary repairs and maintenance are expensed as
incurred; major replacements and betterments are capitalized and depreciated over their
estimated useful lives.
The Company evaluates the recoverability of the carrying value of its real estate assets
using the methodology prescribed in Statement of Financial Accounting Standards (“SFAS”)
No. 144, “Accounting for the Impairment or Disposal of Long-Lived Assets.” Factors
considered by management in evaluating impairment of its existing real estate assets
include significant declines in property operating profits, recurring property operating
losses and other significant adverse changes in general market conditions that are considered permanent in nature. Under SFAS No. 144, a real
estate asset held for investment is not considered impaired if the undiscounted, estimated
future cash flows of the asset (both the annual estimated cash flow from future operations
and the estimated cash flow from the
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Post Properties, Inc.
Post Apartment Homes, L.P.
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11 |
PCH ATLANTA VENTURE, LLC
(A Delaware Limited Liability Company)
Notes to Consolidated Financial Statements
(In thousands)
theoretical sale of the asset) over its estimated holding period are in excess of the asset’s net book value at the balance sheet date.
Revenue recognition
Residential property is leased under operating leases with terms of generally one year or
less. Rental revenues from residential leases are recognized on the straight-line method
over the approximate life of the leases, which is generally one year. The Company’s
Communities are located in Atlanta, Georgia with an economically similar tenant base. As
the Company collects rental payments in advance each month, the credit risk associated
with the geographic concentration is reduced.
Under the terms of residential leases, the residents of the community are obligated to
reimburse the Company for certain water utility usage where the Company is the primary
obligor to the public utility entity. This utility reimbursement from residents is
reflected as other property revenues in the consolidated statements of operations.
Use of estimates
The preparation of financial statements, in conformity with generally accepted accounting
principles, requires management to make estimates and assumptions that affect the reported
amounts of assets and liabilities and disclosure of contingent assets and liabilities at
the date of the financial statements and the reported amounts of revenues and expenses
during the reporting period. Actual results could differ from these estimates.
Cash and cash equivalents
The Company considers all demand accounts, money market accounts, certificates of deposit
and highly liquid investments with a maturity of three months or less when purchased to be
cash equivalents.
Income taxes
As the Company has elected to be taxed as a partnership, no federal or state income taxes
are payable by the Company, and none have been provided for in the accompanying financial
statements. The members will include their share of Company income or losses in their
respective income tax returns, as applicable.
New accounting pronouncements
In 2007, several new accounting pronouncements were issued and the pronouncements with a
potential impact on the Company in 2007 and in future periods are discussed below.
SFAS No. 157, “Fair Value Measurements,” was issued in September 2006. SFAS No. 157
provides a definition of fair value and establishes a framework for measuring fair value.
SFAS No. 157 clarified the definition of fair value in an effort to eliminate
inconsistencies in the application of fair value under generally accepted accounting
principles. Additional disclosure focusing on the methods used to determine fair value
are also required. SFAS No. 157 is effective for financial statements issued for fiscal
years beginning after November 15, 2007 and should be applied prospectively. The Company
does not expect that the adoption of SFAS No. 157 will have a material impact on the
Company’s financial position and results of operations.
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Post Properties, Inc.
Post Apartment Homes, L.P.
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12 |
PCH ATLANTA VENTURE, LLC
(A Delaware Limited Liability Company)
Notes to Consolidated Financial Statements
(In thousands)
SFAS No. 159, “The Fair Value Option for Financial Assets and Financial Liabilities —
including an amendment of FASB Statement No. 115,” was issued in February 2007. SFAS No.
159 gives the Company the irrevocable option to carry most financial assets and
liabilities at fair value, with changes in fair value recognized in earnings. SFAS No.
159 is effective for the Company on January 1, 2008. The Company does not expect that the
adoption of SFAS No. 159 will have a material impact on the Company’s financial position
and results of operations.
SFAS No. 141R, “Business Combinations,” was issued in December 2007. SFAS No. 141R will
replace SFAS No. 141 on the date it becomes effective. SFAS No. 141R will require 1)
acquirers to recognize all of the assets acquired and liabilities assumed in a business
combination, 2) that the acquisition date be used to determine fair value for all assets
acquired and all liabilities assumed, and 3) enhanced disclosures for the acquirer
surrounding the financial effects of the business combination. The provisions of SFAS
141R will lead to the expensing of acquisition related transaction costs and the potential
recognition of acquisition related contingencies. SFAS No. 141R is effective for the
Company on January 1, 2009. The Company does not expect that the adoption of SFAS No.
141R will have a material impact on the Company’s financial position and results of
operations.
| 3. |
|
Limited Liability Company Operating Agreement |
| |
| |
|
The operations of the Company are governed by a limited liability company operating
agreement (the “Operating Agreement”). The major provisions of the Operating Agreement
are summarized below. |
Ownership interests
The ownership interests of the members are as follows:
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Crow |
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75.0 |
% |
Post |
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25.0 |
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100.0 |
% |
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Capital contributions
Additional capital contributions, required by the Operating Agreement, will be funded by
the members in accordance with their respective ownership interests.
Income and loss allocations
The income and loss of the Company are generally allocated to the members in a manner
consistent with the cumulative allocation of cash flow to the members. This results in
income and loss allocations to the members in accordance with their ownership interests
until such time as the cumulative preferred return amount has been distributed to the
members (see distributions below). Thereafter, cumulative allocations follow the
percentage interests used for cash flow distributions.
Distributions
The Company’s net cash flow from operations, as defined, is distributed monthly to the
members in accordance with their percentage interests.
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Post Properties, Inc.
Post Apartment Homes, L.P.
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13 |
PCH ATLANTA VENTURE, LLC
(A Delaware Limited Liability Company)
Notes to Consolidated Financial Statements
(In thousands)
The Company’s net cash flow from the sale or major refinancing of the Company is
distributed to the members as follows:
| |
1) |
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To the members in proportion to each member’s ownership interests until each
member receives distributions that result in an amount equal to a 14.5% return on
each member’s unreturned aggregate contribution balance, as defined; and |
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2) |
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The balance, if any: |
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a) |
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One third (1/3) to Post, and, |
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b) |
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The remaining two thirds (2/3) in accordance with the respective
members’ percentage interests |
| 4. |
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Mortgage Notes Payable |
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In connection with the formation of and the contribution of the Communities to the
Company, the Company entered into three mortgage note arrangements, each secured by one of
the apartment communities. Two of the mortgage notes totaling $85,723 bear interest at a
fixed rate of 5.63%, require monthly interest only payments and mature in 2017. The third
mortgage note totaling $41,000 bears interest at a fixed rate of 5.71%, requires monthly
interest only payments and matures in 2017. |
| 5. |
|
Related-Party Transactions |
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The real property underlying the Communities is net leased to the Company by Post
Apartment Homes, L.P. through 2106. The leases contain a bargain purchase option
exercisable by the Company, as defined in the lease agreements. |
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Under the provisions of the Operating Agreement, Post is responsible for the management of
the Venture. In connection with management of the Venture, Post earned fees and received
expense reimbursements as follows: |
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2007 |
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Asset and management fees |
|
$ |
346 |
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Expense reimbursements (primarily personnel costs) |
|
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730 |
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$ |
1,076 |
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At December 31, 2007, accounts payable to member represents unreimbursed, management fees,
asset management fees and expense reimbursements to Post and its affiliates.
| 6. |
|
Legal Matters |
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|
In November 2006, the Equal Rights Center filed a lawsuit against Post in the United
States District Court for the District of Columbia. This suit alleges various violations
of the Fair Housing Act (“FHA”) and the Americans with Disabilities Act (“ADA”) at
properties designed, constructed or operated by Post, including the Communities. The
plaintiff seeks compensatory and punitive damages in unspecified amounts, an award of
attorneys’ fees and costs of suit, as well as preliminary and permanent injunctive relief
that includes retrofitting multi-family units and public use areas to comply with the FHA
and the ADA and prohibiting construction or sale of noncompliant units or complexes,
including the Communities. Due to the preliminary nature of the proceeding, it is not
possible to predict or determine the outcome of the lawsuit, nor is it possible to
estimate the amount of loss that would be associated with an adverse decision. In
connection with the formation of the Company, Post agreed to indemnify Crow for any
liabilities associated with this litigation caused by conditions existing prior to the
contribution of the Communities to the Company. |
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Post Properties, Inc.
Post Apartment Homes, L.P.
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14 |
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, thereunto duly authorized.
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POST PROPERTIES, INC.
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| March 24, 2008 |
By |
/s/ David P. Stockert
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David P. Stockert |
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President and Chief Executive Officer
(Principal Executive Officer) |
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Post Properties, Inc.
Post Apartment Homes, L.P.
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15 |
SIGNATURES
Pursuant to the requirements of Section 13 or 15(d) of the Securities Exchange Act of 1934, the
Registrant has duly caused this report to be signed on its behalf by the undersigned, thereunto
duly authorized.
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POST APARTMENT HOMES, L.P.
|
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By |
Post G.P. Holdings, Inc., as General Partner |
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| March 24, 2008 |
By |
/s/ David P. Stockert
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David P. Stockert |
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President and Chief Executive
Officer
(Principal Executive Officer) |
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Post Properties, Inc.
Post Apartment Homes, L.P.
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16 |
Exhibit Index
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| Exhibit |
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| No. |
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Description |
| 23.1 |
|
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—
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Consent of Deloitte & Touche LLP — Post Properties, Inc |
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| 23.2 |
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—
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Consent of Deloitte & Touche LLP — Post Properties, Inc. and Post Apartment Homes, L.P. |
| |
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| 31.1 |
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—
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Certification of the Chief Executive Officer pursuant to Rule
13a-14(a) or Rule 15d-14(a) of the Securities Exchange Act of
1934, as amended, and adopted under Section 302 of the
Sarbanes-Oxley Act of 2002 |
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| 31.2 |
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—
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Certification of the Chief Financial Officer pursuant to Rule
13a-14(a) or Rule 15d-14(a) of the Securities Exchange Act of
1934, as amended, and adopted under Section 302 of the
Sarbanes-Oxley Act of 2002 |
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| 32.1 |
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—
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Certification of the Chief Executive Officer pursuant to 18
U.S.C. 1350, as adopted under Section 906 of the
Sarbanes-Oxley Act of 2002 |
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| 32.2 |
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—
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Certification of the Chief Financial Officer pursuant to 18
U.S.C. 1350, as adopted under Section 906 of the
Sarbanes-Oxley Act of 2002 |
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Post Properties, Inc.
Post Apartment Homes, L.P.
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17 |