Exhibit 99.2
Fourth Quarter 2005
Supplemental Financial Data
Table of Contents
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| | Page |
Consolidated Statements of Operations | | | 3 | |
Calculation of Funds from Operations and Adjusted Funds From Operations | | | 6 | |
Same Store Results | | | 8 | |
Consolidated Balance Sheets | | | 11 | |
Consolidated Debt Summary | | | 12 | |
Summary of Communities Under Construction | | | 15 | |
Summary of Condominium Conversion Projects | | | 16 | |
Community Acquisition and Disposition Summary | | | 17 | |
Capitalized Costs Summary | | | 18 | |
Investments in Unconsolidated Real Estate Entities | | | 19 | |
Net Asset Value Supplemental Information | | | 21 | |
Non-GAAP Financial Measures and Other Defined Terms | | | 23 | |
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 for its apartment communities and competing for-sale housing in the markets where the Company is completing condominium conversions or developing new condominiums; the Company’s ability to obtain financing or self-fund the development or acquisition of additional multifamily rental and for-sale housing; 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; uncertainties associated with the Company’s expansion into the condominium conversion and for-sale housing business; 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 dated December 31, 2004 and may be discussed in subsequent filings with the SEC. The risk factors discussed in Form 10-K under the caption “Risk Factors” are specifically incorporated by reference into this document.
2
Post Properties, Inc.
Consolidated Statements of Operations
(In thousands, except per share or unit data)
(Unaudited)
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| | Three months ended | | | Twelve months ended | |
| | December 31, | | | December 31, | |
| | 2005 | | | 2004 | | | 2005 | | | 2004 | |
Revenues | | | | | | | | | | | | | | | | |
Rental | | $ | 71,797 | | | $ | 67,409 | | | $ | 279,508 | | | $ | 266,191 | |
Other property revenues | | | 4,177 | | | | 3,853 | | | | 17,040 | | | | 15,593 | |
Other (1) | | | 59 | | | | 64 | | | | 255 | | | | 1,000 | |
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Total revenues | | | 76,033 | | | | 71,326 | | | | 296,803 | | | | 282,784 | |
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Expenses | | | | | | | | | | | | | | | | |
Property operating and maintenance (exclusive of items shown separately below) (2)(3) | | | 32,757 | | | | 32,022 | | | | 134,010 | | | | 127,353 | |
Depreciation | | | 18,352 | | | | 19,790 | | | | 76,248 | | | | 79,473 | |
General and administrative (3) | | | 4,799 | | | | 4,291 | | | | 18,307 | | | | 18,205 | |
Investment, development and other (3)(4) | | | 1,136 | | | | 603 | | | | 5,242 | | | | 2,930 | |
Severance charges (5) | | | 796 | | | | — | | | | 796 | | | | — | |
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Total expenses | | | 57,840 | | | | 56,706 | | | | 234,603 | | | | 227,961 | |
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Operating Income | | | 18,193 | | | | 14,620 | | | | 62,200 | | | | 54,823 | |
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Interest income | | | 78 | | | | 177 | | | | 661 | | | | 817 | |
Interest expense | | | (13,558 | ) | | | (15,874 | ) | | | (58,898 | ) | | | (63,552 | ) |
Amortization of deferred financing costs | | | (954 | ) | | | (1,030 | ) | | | (4,661 | ) | | | (4,304 | ) |
Equity in income of unconsolidated real estate entities | | | 472 | | | | 241 | | | | 1,767 | | | | 1,083 | |
Gain on sale of technology investment (6) | | | — | | | | — | | | | 5,267 | | | | — | |
Termination of debt remarketing agreement (interest expense) (7) | | | — | | | | (10,615 | ) | | | — | | | | (10,615 | ) |
Loss on early extinguishment of indebtedness | | | — | | | | (4,011 | ) | | | — | | | | (4,011 | ) |
Minority interest in consolidated property partnerships | | | 28 | | | | 133 | | | | 239 | | | | 671 | |
Minority interest of preferred unitholders | | | — | | | | — | | | | — | | | | (3,780 | ) |
Minority interest of common unitholders | | | (135 | ) | | | 1,122 | | | | 53 | | | | 2,586 | |
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Income (loss) from continuing operations | | | 4,124 | | | | (15,237 | ) | | | 6,628 | | | | (26,282 | ) |
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Discontinued operations(8) | | | | | | | | | | | | | | | | |
Income from discontinued operations, net of minority interest | | | 455 | | | | 730 | | | | 5,366 | | | | 12,311 | |
Gains on sales of real estate assets, net of minority interest and provision for income taxes | | | 1,007 | | | | — | | | | 132,997 | | | | 106,039 | |
Loss in early extinguishment of indebtedness associated with property sales, net of minority interest (9) | | | — | | | | — | | | | (3,043 | ) | | | (3,849 | ) |
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Income from discontinued operations | | | 1,462 | | | | 730 | | | | 135,320 | | | | 114,501 | |
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Net income (loss) | | | 5,586 | | | | (14,507 | ) | | | 141,948 | | | | 88,219 | |
Dividends to preferred shareholders | | | (1,909 | ) | | | (1,909 | ) | | | (7,637 | ) | | | (8,325 | ) |
Redemption costs on preferred stock and units | | | — | | | | — | | | | — | | | | (3,526 | ) |
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Net income (loss) available to common shareholders | | $ | 3,677 | | | $ | (16,416 | ) | | $ | 134,311 | | | $ | 76,368 | |
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Per common share data — Basic(10) | | | | | | | | | | | | | | | | |
Income (loss) from continuing operations (net of preferred dividends and redemption costs) | | $ | 0.05 | | | $ | (0.43 | ) | | $ | (0.03 | ) | | $ | (0.96 | ) |
Income from discontinued operations | | | 0.04 | | | | 0.02 | | | | 3.36 | | | | 2.88 | |
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Net income (loss) available to common shareholders | | $ | 0.09 | | | $ | (0.41 | ) | | $ | 3.34 | | | $ | 1.92 | |
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Weighted average common shares outstanding — basic | | | 40,908 | | | | 40,025 | | | | 40,217 | | | | 39,777 | |
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Per common share data — Diluted(10) | | | | | | | | | | | | | | | | |
Income (loss) from continuing operations (net of preferred dividends and redemption costs) | | $ | 0.05 | | | $ | (0.43 | ) | | $ | (0.03 | ) | | $ | (0.96 | ) |
Income from discontinued operations | | | 0.04 | | | | 0.02 | | | | 3.36 | | | | 2.88 | |
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Net income (loss) available to common shareholders | | $ | 0.09 | | | $ | (0.41 | ) | | $ | 3.34 | | | $ | 1.92 | |
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Weighted average common shares outstanding — diluted | | | 41,513 | | | | 40,025 | | | | 40,217 | | | | 39,777 | |
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Dividends declared | | $ | 0.45 | | | $ | 0.45 | | | $ | 1.80 | | | $ | 1.80 | |
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3
Post Properties, Inc.
Notes to Consolidated
Statements of Operations
(In thousands, except per share or unit data)
(1) | | For the twelve months ended December 31, 2004, other revenue included forfeited earnest money deposits from terminated property and land sale contracts totaling $684. |
(2) | | For the three and twelve months ended December 31, 2004, property operating and maintenance expenses included charges of $618 and $1,321, respectively, relating to estimated hurricane damage at the Company’s Florida properties. For the twelve months ended December 31, 2004, property operating and maintenance expenses also included a severance charge of $569 for the elimination of certain property management positions. |
(3) | | General and administrative expenses for the three and twelve months ended December 31, 2005 included legal and other professional fees totaling $143 and $750, respectively, related to shareholder litigation. For the three and twelve months ended December 31, 2004, general and administrative expense included legal and professional fees totaling $198 and $1,584, respectively, related to shareholder litigation, certain shareholder proxy proposals, the settlement with the company’s former chairman and CEO and other matters. General and administrative expenses for the twelve months ended December 31, 2004 also included consulting and other professional expenses of $620 relating to portfolio valuation and software selection services. |
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| | During the fourth quarter of 2005, the Company reclassified certain expenses previously reported as general and administrative expenses to property operating and maintenance expenses and investment, development and other expenses on the accompanying statements of operations. Prior period amounts have been reclassified to conform to the 2005 presentation. The reclassified expenses primarily included certain investment group functions and long-term, stock-based compensation and benefits expenses associated with property management and investment and development group activities. As a result, the Company reclassified $3,735 and $3,070 from general and administrative expenses during the year ended December 31, 2005 and 2004, respectively, to property operating and maintenance expense ($1,997 and $1,476, respectively) and investment, development and other expense ($1,738 and $1,594, respectively). |
(4) | | Investment, development and other expenses for the three and twelve months ended December 31, 2005 and 2004 include investment group expenses, development personnel and associated costs not allocable to development projects and, in 2005, certain sales and marketing costs associated with for-sale developments which are not capitalized. |
(5) | | In the fourth quarter of 2005, the Company recorded additional expenses of $796 relating to changes in the estimated future costs of certain benefits granted to former executive officers under prior employment or settlement agreements. The estimated future cost increases primarily relate to increased fuel and other operating costs and expenses associated with certain fractional aircraft benefits provided to such executives. |
(6) | | In the twelve months ended December 31, 2005, the Company sold its investment in Rent.com, a privately-held internet leasing company, and recognized a gain of $5,267. |
(7) | | In December 2004, the Company terminated a remarketing agreement related to its $100,000, 6.85% Mandatory Par Put Remarketed Securities (“MOPPRS”) that were retired in March 2005. In connection with the termination of the remarketing agreement, the Company paid $10,615, including transaction expenses. Under the terms of the remarketing agreement, the remarketing agent had the right to remarket the $100,000 unsecured notes in March 2005 for a ten-year term at an interest rate calculated as 5.715% plus the Company’s then current credit spread to the ten-year treasury rate. |
(8) | | 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. |
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| | For the three and twelve months ended December 31, 2005, income from discontinued operations included the results of operations of one condominium conversion community classified as held for sale at December 31, 2005, as well as the operations of six communities sold in 2005 through their sale dates and one condominium conversion community through its sell-out date. For the three and twelve months ended December 31, 2004, income from discontinued operations included the results of operations of the community classified as held for sale at December 31, 2005, six communities sold in 2005, one condominium conversion community through its sell-out date in 2005 and eight communities sold in 2004 through their sale dates. |
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| | The operating revenues and expenses of these communities for the three and twelve months ended December 31, 2005 and 2004 were as follows: |
4
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| | Three months ended | | | Twelve months ended | |
| | December 31, | | | December 31, | |
| | 2005 | | | 2004 | | | 2005 | | | 2004 | |
Revenues | | | | | | | | | | | | | | | | |
Rental | | $ | — | | | $ | 7,177 | | | $ | 13,222 | | | $ | 41,881 | |
Other property revenues | | | — | | | | 545 | | | | 1,243 | | | | 3,615 | |
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Total revenues | | | — | | | | 7,722 | | | | 14,465 | | | | 45,496 | |
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Expenses | | | | | | | | | | | | | | | | |
Property operating and maintenance (exclusive of items shown separately below). | | | 108 | | | | 3,146 | | | | 7,241 | | | | 19,478 | |
Depreciation | | | — | | | | 1,293 | | | | — | | | | 5,837 | |
Interest | | | 38 | | | | 1,138 | | | | 2,161 | | | | 5,532 | |
Minority interest in consolidated property partnerships | | | — | | | | (33 | ) | | | 14 | | | | (238 | ) |
Asset impairment charges | | | — | | | | 1,607 | | | | — | | | | 2,233 | |
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Total expenses | | | 146 | | | | 7,151 | | | | 9,416 | | | | 32,842 | |
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Income (loss) from discontinued operations before minority interest | | | (146 | ) | | | 571 | | | | 5,049 | | | | 12,654 | |
Minority interest | | | 601 | | | | 159 | | | | 317 | | | | (343 | ) |
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Income from discontinued operations | | $ | 455 | | | $ | 730 | | | $ | 5,366 | | | $ | 12,311 | |
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For the twelve months ended December 31, 2005, the Company recognized net gains in discontinued operations of $124,425 ($117,593 net of minority interest) from the sale of six communities, containing 3,047 units. The sales generated net proceeds of approximately $229,249, including $81,560 of tax-exempt secured indebtedness assumed by the purchasers.
In addition, for the three and twelve months ended December 31, 2005, gains on sales of real estate assets includes the net gains of $925 ($1,007 net of minority interest and provision for income taxes) and $16,812 ($15,404 net of minority interest and provision for income taxes), respectively, from condominium sales at the Company’s condominium conversion communities. A summary of revenues and costs and expenses of condominium activities for the three and twelve months ended December 31, 2005 was as follows:
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| | Three months ended | | | Twelve months ended | |
| | December 31, 2005 | | | December 31, 2005 | |
Condominium revenues, net | | $ | 5,587 | | | $ | 51,857 | |
Condominium costs and expenses | | | (4,662 | ) | | | (35,045 | ) |
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Gains on condominium sales, before minority interest and income taxes | | | 925 | | | | 16,812 | |
Minority interest | | | 23 | | | | (814 | ) |
Benefit (provision) for income taxes | | | 59 | | | | (594 | ) |
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Gains on condominium sales, net of minority interest and provision for income taxes | | $ | 1,007 | | | $ | 15,404 | |
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| | For the twelve months ended December 31, 2004, the Company recognized net 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. Theses sales generated net proceeds of approximately $242,962, including debt assumed by the purchasers of $104,325. |
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(9) | | For the twelve months ended December 31, 2005, the loss on early extinguishment of indebtedness included the write-off of unamortized deferred costs of $2,265 ($2,141, net of minority interest) relating to tax-exempt indebtedness assumed in connection with the sale of two communities in May 2005 and one community in August 2005, plus a loss of $955 ($902, 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. For the twelve months ended December 31, 2004, the loss on early extinguishment of indebtedness 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. |
(10) | | 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 December 31, 2005, there were 42,796 units of the Operating Partnership outstanding, of which 41,394, or 96.7%, were owned by the Company. For the twelve months ended December 31, 2005, the potential dilution from the Company’s outstanding stock options and awards of 400 was antidilutive to the continuing operations per share calculation. For the three and twelve months ended December 31, 2004, the potential dilution from the Company’s outstanding stock options of 286 and 115, 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 twelve months ended December 31, 2005 and 2004 and for the three months ended December 31, 2004. |
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 (loss) 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.
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| | Three months ended | | | Twelve months ended | |
| | December 31, | | | December 31, | |
| | 2005 | | | 2004 | | | 2005 | | | 2004 | |
Net income (loss) available to common shareholders | | $ | 3,677 | | | $ | (16,416 | ) | | $ | 134,311 | | | $ | 76,368 | |
Minority interest of common unitholders — continuing operations | | | 135 | | | | (1,122 | ) | | | (53 | ) | | | (2,586 | ) |
Minority interest in discontinued operations (1) | | | (624 | ) | | | (159 | ) | | | 7,152 | | | | 7,764 | |
Depreciation on wholly-owned real estate assets, net (2) | | | 17,605 | | | | 20,253 | | | | 73,189 | | | | 81,433 | |
Depreciation on real estate assets held in unconsolidated entities | | | 224 | | | | 333 | | | | 969 | | | | 1,328 | |
Gains on sales of real estate assets, net of provision for income taxes — discontinued operations | | | (984 | ) | | | — | | | | (140,643 | ) | | | (113,739 | ) |
Incremental gains on condominium sales, net of provision for income taxes (3) | | | 984 | | | | — | | | | 8,811 | | | | — | |
Gains on sales of real estate assets — unconsolidated entities | | | (167 | ) | | | — | | | | (612 | ) | | | — | |
Incremental gains on condominium sales — unconsolidated entities (3) | | | 68 | | | | — | | | | 359 | | | | — | |
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Funds from operations available to common shareholders and unitholders, as defined (A) | | | 20,918 | | | | 2,889 | | | | 83,483 | | | | 50,568 | |
Severance charges | | | 796 | | | | — | | | | 796 | | | | — | |
Gain on sale of technology investment | | | — | | | | — | | | | (5,267 | ) | | | — | |
Loss on early extinguishment of indebtedness | | | — | | | | 4,011 | | | | 3,220 | | | | 8,139 | |
Termination of debt remarketing agreement (interest expense) | | | — | | | | 10,615 | | | | — | | | | 10,615 | |
Asset impairment charge | | | — | | | | 1,607 | | | | — | | | | 2,233 | |
Redemption costs on preferred stock and units | | | — | | | | — | | | | — | | | | 3,526 | |
| | | | | | | | | | | | |
Funds from operations available to common shareholders and unitholders, excluding certain items and charges (B) | | $ | 21,714 | | | $ | 19,122 | | | $ | 82,232 | | | $ | 75,081 | |
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Funds from operations available to common shareholders and unitholders, as defined | | $ | 20,918 | | | $ | 2,889 | | | $ | 83,483 | | | $ | 50,568 | |
Recurring capital expenditures | | | (2,750 | ) | | | (2,271 | ) | | | (9,921 | ) | | | (9,884 | ) |
Non-recurring capital expenditures | | | (1,871 | ) | | | (1,001 | ) | | | (4,508 | ) | | | (4,605 | ) |
Straight-line adjustment for ground lease expenses | | | 310 | | | | — | | | | 1,251 | | | | — | |
| | | | | | | | | | | | |
Adjusted funds from operations available to common shareholders and unitholders(4)(C) | | | 16,607 | | | | (383 | ) | | | 70,305 | | | | 36,079 | |
Severance charges | | | 796 | | | | — | | | | 796 | | | | — | |
Gain on sale of technology investment | | | — | | | | — | | | | (5,267 | ) | | | — | |
Loss on early extinguishment of indebtedness | | | — | | | | 4,011 | | | | 3,220 | | | | 8,139 | |
Termination of debt remarketing agreement (interest expense) | | | — | | | | 10,615 | | | | — | | | | 10,615 | |
Asset impairment charge | | | — | | | | 1,607 | | | | — | | | | 2,233 | |
Redemption costs on preferred stock and units | | | — | | | | — | | | | — | | | | 3,526 | |
| | | | | | | | | | | | |
Adjusted funds from operations available to common shareholders and unitholders, excluding certain items and charges(4)(D) | | $ | 17,403 | | | $ | 15,850 | | | $ | 69,054 | | | $ | 60,592 | |
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Per Common Share Data — Basic | | | | | | | | | | | | | | | | |
Funds from operations per share or unit, as defined(A÷F) | | $ | 0.49 | | | $ | 0.07 | | | $ | 1.97 | | | $ | 1.19 | |
Adjusted funds from operations per share or unit (4)(C÷F) | | $ | 0.39 | | | $ | (0.01 | ) | | $ | 1.66 | | | $ | 0.85 | |
Funds from operations per share or unit, excluding certain items and charges(B÷F) | | $ | 0.51 | | | $ | 0.45 | | | $ | 1.94 | | | $ | 1.77 | |
Adjusted funds from operations per share or unit, excluding certain items and charges (4)(D÷F) | | $ | 0.41 | | | $ | 0.37 | | | $ | 1.63 | | | $ | 1.43 | |
Dividends declared(E) | | $ | 0.45 | | | $ | 0.45 | | | $ | 1.80 | | | $ | 1.80 | |
Weighted average shares outstanding | | | 40,908 | | | | 40,025 | | | | 40,217 | | | | 39,777 | |
Weighted average shares and units outstanding(F) | | | 42,456 | | | | 42,524 | | | | 42,353 | | | | 42,474 | |
6
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| | Three months ended | | | Twelve months ended | |
| | December 31, | | | December 31, | |
| | 2005 | | | 2004 | | | 2005 | | | 2004 | |
Per Common Share Data — Diluted | | | | | | | | | | | | | | | | |
Funds from operations per share or unit, as defined(A÷G) | | $ | 0.49 | | | $ | 0.07 | | | $ | 1.95 | | | $ | 1.19 | |
Adjusted funds from operations per share or unit (4)(C÷G). | | $ | 0.39 | | | $ | (0.01 | ) | | $ | 1.64 | | | $ | 0.85 | |
Funds from operations per share or unit, excluding certain items and charges(B÷G) | | $ | 0.50 | | | $ | 0.45 | | | $ | 1.92 | | | $ | 1.76 | |
Adjusted funds from operations per share or unit, excluding certain items and charges (4)(D÷G) | | $ | 0.40 | | | $ | 0.37 | | | $ | 1.62 | | | $ | 1.42 | |
Dividends declared(E) | | $ | 0.45 | | | $ | 0.45 | | | $ | 1.80 | | | $ | 1.80 | |
Weighted average shares outstanding (5) | | | 41,513 | | | | 40,311 | | | | 40,616 | | | | 39,892 | |
Weighted average shares and units outstanding (5)(G) | | | 43,060 | | | | 42,811 | | | | 42,752 | | | | 42,589 | |
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(1) | | Represents the minority interest in earnings and gains on sales of real estate assets reported as discontinued operations for the periods presented. |
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(2) | | Depreciation on wholly-owned real estate assets is net of the minority interest portion of depreciation in consolidated entities. |
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(3) | | The Company recognizes incremental gains on condominium sales in FFO, net of provision for income taxes, to the extent that net sales proceeds, less costs of sales, from the sale of condominium units exceeds the greater of their fair value or net book value as of the date the property is acquired by the Company’s taxable REIT subsidiary. See page 16 for further detail. |
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(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 $615 and $128 for the three months and $1,771 and $681 for the twelve months ended December 31, 2005 and 2004, respectively, are excluded from the calculation of adjusted funds from operations available to common shareholders and unitholders. |
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(5) | | Diluted weighted average shares and units include 286 shares and units, for the three months ended December 31, 2004 and 400 and 115 shares and units, respectively, for the twelve months ended December 31, 2005 and 2004, that were antidilutive to the income (loss) per share computations under generally accepted accounting principles. |
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 25 for a reconciliation of same store net operating income to GAAP net income. The operating performance and capital expenditures of the 52 communities containing 19,675(1) apartment units which were fully stabilized as of January 1, 2004, is summarized as follows:
| | | | | | | | | | | | | | | | | | | | | | | | |
| | Three months ended | | | | | | | Twelve months ended | | | | |
| | December 31, | | | | | | | December 31, | | | | |
| | 2005 | | | 2004 | | | % Change | | | 2005 | | | 2004 | | | % Change | |
Rental and other revenues | | $ | 63,826 | | | $ | 60,689 | | | | 5.2 | % | | $ | 250,583 | | | $ | 243,430 | | | | 2.9 | % |
Property operating and maintenance expenses (excluding depreciation and amortization) | | | 23,591 | | | | 22,981 | | | | 2.7 | %(4) | | | 97,160 | | | | 94,284 | | | | 3.1 | %(4) |
| | | | | | | | | | | | | | | | | | | | |
Same store net operating income | | $ | 40,235 | | | $ | 37,708 | | | | 6.7 | %(4) | | $ | 153,423 | | | $ | 149,146 | | | | 2.9 | %(4) |
| | | | | | | | | | | | | | | | | | | | |
Capital expenditures (2) | | | | | | | | | | | | | | | | | | | | | | | | |
Recurring | | | | | | | | | | | | | | | | | | | | | | | | |
Carpet | | $ | 591 | | | $ | 538 | | | | 9.9 | % | | $ | 2,673 | | | $ | 2,422 | | | | 10.4 | % |
Other | | | 1,940 | | | | 1,233 | | | | 57.3 | % | | | 5,809 | | | | 5,214 | | | | 11.4 | % |
| | | | | | | | | | | | | | | | | | | | |
Total recurring | | | 2,531 | | | | 1,771 | | | | 42.9 | % | | | 8,482 | | | | 7,636 | | | | 11.1 | % |
Non-recurring | | | 1,595 | | | | 615 | | | | 159.3 | % | | | 3,460 | | | | 3,231 | | | | 7.1 | % |
| | | | | | | | | | | | | | | | | | | | |
Total capital expenditures(A) | | $ | 4,126 | | | $ | 2,386 | | | | 72.9 | % | | $ | 11,942 | | | $ | 10,867 | | | | 9.9 | % |
| | | | | | | | | | | | | | | | | | | | |
Total capital expenditures per unit(A÷19,675 units) | | $ | 210 | | | $ | 121 | | | | 73.6 | % | | $ | 607 | | | $ | 552 | | | | 10.0 | % |
| | | | | | | | | | | | | | | | | | | | |
Average monthly rental rate per unit (3) | | $ | 1,057 | | | $ | 1,034 | | | | 2.2 | % | | $ | 1,048 | | | $ | 1,029 | | | | 1.8 | % |
| | | | | | | | | | | | | | | | | | | | |
| | |
(1) | | In the fourth quarter of 2005, the Company began the conversion of 349 units, representing components of two existing same store apartment communities, into for-sale condominium homes. As a result, the operating results of these components of the communities were removed from same store results for all periods presented. |
|
(2) | | See Table 3 on page 28 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. |
|
(3) | | 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. In the fourth quarter of 2005, the Company adjusted its stated market rents at the majority of its communities to be more reflective of current market conditions. The impact of this change is estimated to have reduced the average monthly rental rate per unit by less than 1% for the three and twelve months ended December 31, 2005. |
|
(4) | | Excluding the impact of straight-lining long-term ground lease expense of approximately $310 and $1,251 for the three and twelve months ended December 31, 2005, property operating and maintenance expense (excluding depreciation and amortization) expenses would have been $23,281 and $95,909, respectively, and would have increased 1.3% and 1.7%, respectively, between periods and NOI would have been $40,545 and $154,674, respectively, and would have increased 7.5% and 3.7%, respectively, between periods. |
8
Same Store Operating Results by Market —
Comparison of 2005 to 2004
(Increase (decrease) from same period in prior year)
| | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | |
| | Three months ended | | | Twelve months ended | |
| | December 31, 2005 | | | December 31, 2005 | |
| | | | | | | | | | | | | | Average | | | | | | | | | | | | | | | Average | |
| | | | | | | | | | | | | | Economic | | | | | | | | | | | | | | | Economic | |
Market | | Revenues(1) | | | Expenses(1) | | | NOI(1) | | | Occupancy | | | Revenues(1) | | | Expenses(1) | | | NOI(1) | | | Occupancy | |
Atlanta | | | 3.0 | % | | | 6.0 | %(2) | | | 1.4 | %(2) | | | 1.9 | % | | | 1.2 | % | | | 2.6 | %(3) | | | 0.3 | %(3) | | | 0.2 | % |
Dallas | | | 5.4 | % | | | 3.1 | % | | | 7.4 | % | | | 0.7 | % | | | 3.7 | % | | | 1.9 | % | | | 5.3 | % | | | 1.1 | % |
Tampa | | | 7.3 | % | | | (10.6 | )% | | | 22.7 | % | | | 1.9 | % | | | 6.1 | % | | | (1.2 | )% | | | 11.6 | % | | | 2.2 | % |
Washington, DC | | | 6.1 | % | | | 14.0 | %(2) | | | 2.8 | %(2) | | | (0.2 | )% | | | 5.3 | % | | | 14.4 | %(3) | | | 1.1 | %(3) | | | 0.3 | % |
Charlotte | | | 7.8 | % | | | (5.1 | )% | | | 14.2 | % | | | 3.2 | % | | | 4.1 | % | | | 0.3 | % | | | 5.9 | % | | | 1.0 | % |
Houston | | | 10.1 | % | | | (0.5 | )% | | | 20.2 | % | | | 12.1 | % | | | 2.7 | % | | | 14.1 | % | | | (8.3 | )% | | | 3.9 | % |
Denver | | | 5.5 | % | | | 0.3 | % | | | 8.6 | % | | | 8.5 | % | | | 2.2 | % | | | (4.8 | )% | | | 6.2 | % | | | 2.5 | % |
New York | | | 15.9 | % | | | (9.2 | )% | | | 30.8 | % | | | 6.4 | % | | | 6.2 | % | | | (3.1 | )% | | | 10.6 | % | | | 3.5 | % |
Orlando | | | 11.7 | % | | | 9.7 | % | | | 13.2 | % | | | 0.5 | % | | | 6.5 | % | | | 1.6 | % | | | 10.5 | % | | | (0.1 | )% |
| | | | | | | | | | | | | | | | | | | | | | | | |
Total | | | 5.2 | % | | | 2.7 | %(2) | | | 6.7 | %(2) | | | 2.4 | % | | | 2.9 | % | | | 3.1 | %(3) | | | 2.9 | %(3) | | | 0.9 | % |
| | | | | | | | | | | | | | | | | | | | | | | | |
| | |
(1) | | See Table 2 on page 26 for a reconciliation of these components of same store net operating income and Table 1 on page 25 for a reconciliation of same store net operating income to GAAP net income (loss). |
|
(2) | | Excluding the impact of straight-lining long-term ground lease expense of approximately $142 in Atlanta, GA and $168 in Washington, D.C. for the three months ended December 31, 2005, expenses and NOI would have increased 4.6% and 2.2% for Atlanta, GA and 3.8% and 7.1% for Washington, D.C., respectively. Excluding the impact of straight-lining long-term ground lease expense of approximately $310 for the three months ended December 31, 2005, aggregate expenses would have increased 1.3% and NOI would have increased 7.5% between periods. See Table 2 on page 26 for a reconciliation of these components of same store net operating income. |
|
(3) | | Excluding the impact of straight-lining long-term ground lease expense of approximately $571 in Atlanta, GA and $680 in Washington, D.C. for the twelve months ended December 31, 2005, expenses and NOI would have increased 1.2% and 1.1% for Atlanta, GA and 4.6% and 5.7% for Washington, D.C., respectively. Excluding the impact of straight-lining long-term ground lease expense of approximately $1,251 for the twelve months ended December 31, 2005, aggregate expenses would have increased 1.7% and NOI would have increased 3.7% between periods. See Table 2 on page 26 for a reconciliation of these components of same store net operating income. |
Same Store Occupancy by Market
| | | | | | | | | | | | | | | | | | | | | | | | | | | | |
| | | | | | | | | | Average Economic | | | Average Economic | | | | |
| | | | | | % of NOI | | | Occupancy(1) | | | Occupancy(1) | | | Physical | |
| | | | | | Three months ended | | | Three months ended | | | Twelve months ended | | | Occupancy | |
| | Apartment | | | December 31, | | | December 31, | | | December 31, | | | at December 31, | |
Market | | Units | | | 2005 | | | 2005 | | | 2004 | | | 2005 | | | 2004 | | | 2005(2) | |
Atlanta | | | 9,668 | | | | 46.7 | % | | | 94.9 | % | | | 93.0 | % | | | 93.6 | % | | | 93.4 | % | | | 94.8 | % |
Dallas | | | 3,939 | | | | 16.5 | % | | | 93.8 | % | | | 93.1 | % | | | 93.7 | % | | | 92.6 | % | | | 94.3 | % |
Tampa | | | 1,883 | | | | 10.2 | % | | | 98.4 | % | | | 96.5 | % | | | 97.5 | % | | | 95.3 | % | | | 97.6 | % |
Washington, DC | | | 1,204 | | | | 9.9 | % | | | 97.5 | % | | | 97.7 | % | | | 97.9 | % | | | 97.6 | % | | | 97.4 | % |
Charlotte | | | 1,065 | | | | 6.0 | % | | | 96.1 | % | | | 92.9 | % | | | 95.8 | % | | | 94.8 | % | | | 95.2 | % |
Houston | | | 837 | | | | 3.6 | % | | | 96.9 | % | | | 84.8 | % | | | 91.4 | % | | | 87.5 | % | | | 95.2 | % |
Denver | | | 696 | | | | 3.3 | % | | | 95.2 | % | | | 86.7 | % | | | 92.0 | % | | | 89.5 | % | | | 94.0 | % |
New York | | | 138 | | | | 2.4 | % | | | 97.7 | % | | | 91.3 | % | | | 96.8 | % | | | 93.3 | % | | | 95.7 | % |
Orlando | | | 245 | | | | 1.4 | % | | | 98.3 | % | | | 97.8 | % | | | 98.1 | % | | | 98.2 | % | | | 97.6 | % |
| | | | | | | | | | | | | | | | | | | | | |
Total | | | 19,675 | | | | 100.0 | % | | | 95.6 | % | | | 93.2 | % | | | 94.5 | % | | | 93.6 | % | | | 95.2 | % |
| | | | | | | | | | | | | | | | | | | | | |
| | |
(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. In the fourth quarter of 2005, the Company adjusted its stated market rents at the majority of its communities to be more reflective of current market conditions. The impact of this change is estimated to have increased the computed average economic occupancy amounts by less than 1% for the three and twelve months ended December 31, 2005. The calculation of average economic occupancy does not include a deduction for net concessions and employee discounts. Average economic occupancy, including these amounts would have been 95.1% and 92.5% for the three months ended December 31, 2005 and 2004, respectively, and 93.9% and 93.1% for the twelve months ended December 31, 2005 and 2004, respectively. For the three months ended December 31, 2005 and 2004, net concessions were $197 and $319, respectively, and employee discounts were $98 and $117, respectively. For the twelve months ended December 31, 2005 and 2004, net concessions were $1,019 and $746, respectively, and employee discounts were $420 and $456, respectively. |
|
(2) | | Physical occupancy is defined as the number of units occupied divided by total apartment units, expressed as a percentage. |
9
Same Store Sequential Comparison
| | | | | | | | | | | | |
| | Three months ended | | | Three months ended | | | | |
| | December 31, 2005 | | | September 30, 2005 | | | % Change | |
Rental and other revenues | | $ | 63,826 | | | $ | 63,736 | | | | 0.1 | % |
Property operating and maintenance expenses (excluding depreciation and amortization) | | | 23,591 | | | | 25,028 | | | | (5.7 | )% |
| | | | | | | | | | |
Same store net operating income (1) | | $ | 40,235 | | | $ | 38,708 | | | | 3.9 | % |
| | | | | | | | | | |
Average economic occupancy | | | 95.6 | % | | | 95.1 | % | | | 0.5 | % |
| | | | | | | | | | |
Average monthly rental rate per unit | | $ | 1,057 | | | $ | 1,053 | | | | 0.4 | % |
| | | | | | | | | | |
| | |
(1) | | See Table 2 on page 26 for a reconciliation of these components of same store net operating income and Table 1 on page 25 for a reconciliation of same store net operating income to GAAP net income (loss). |
Sequential Same Store Operating Results by Market —
Comparison of Fourth Quarter of 2005 to Third Quarter 2005
(Increase (decrease) between periods)
| | | | | | | | | | | | | | | | |
| | | | | | | | | | | | | | Average | |
| | | | | | | | | | | | | | Economic | |
Market | | Revenues(1) | | | Expenses(1) | | | NOI(1) | | | Occupancy | |
Atlanta | | | 0.1 | % | | | (4.2 | )% | | | 2.6 | % | | | 1.0 | % |
Dallas | | | (1.0 | )% | | | (3.0 | )% | | | 0.6 | % | | | (0.7 | )% |
Tampa | | | 1.6 | % | | | (3.6 | )% | | | 5.1 | % | | | 0.6 | % |
Washington, DC | | | 0.6 | % | | | (4.9 | )% | | | 3.5 | % | | | (0.4 | )% |
Charlotte | | | (0.6 | )% | | | (12.8 | )% | | | 5.5 | % | | | (2.0 | )% |
Houston | | | 2.1 | % | | | (32.8 | )% | | | 74.0 | % | | | 3.9 | % |
Denver | | | (2.8 | )% | | | (3.6 | )% | | | (2.4 | )% | | | 1.6 | % |
New York | | | 1.8 | % | | | 11.6 | % | | | (1.7 | )% | | | (1.0 | )% |
Orlando | | | 4.7 | % | | | 17.0 | % | | | (3.0 | )% | | | 1.1 | % |
| | | | | | | | | | | | |
Total | | | 0.1 | % | | | (5.7 | )% | | | 3.9 | % | | | 0.5 | % |
| | | | | | | | | | | | |
| | |
(1) | | See Table 2 on page 26 for a reconciliation of these components of same store net operating income and Table 1 on page 25 for a reconciliation of same store net operating income to GAAP net income (loss). |
10
Post Properties, Inc.
Consolidated Balance Sheets
(In thousands, except per share or unit data)
| | | | | | | | |
| | December 31, | | | December 31, | |
| | 2005 | | | 2004 | |
| | (Unaudited) | | | | | |
Assets | | | | | | | | |
Real estate assets | | | | | | | | |
Land | | $ | 266,914 | | | $ | 266,520 | |
Building and improvements | | | 1,789,479 | | | | 1,887,514 | |
Furniture, fixtures and equipment | | | 207,497 | | | | 214,954 | |
Construction in progress | | | 47,005 | | | | 19,527 | |
Land held for future development | | | 62,511 | | | | 18,910 | |
| | | | | | |
| | | 2,373,406 | | | | 2,407,425 | |
Less: accumulated depreciation | | | (516,954 | ) | | | (498,367 | ) |
For-sale condominiums (1) | | | 38,338 | | | | — | |
Assets held for sale, net of accumulated depreciation of $0 and $26,332 at December 31, 2005 and 2004, respectively (2) | | | 4,591 | | | | 68,661 | |
| | | | | | |
Total real estate assets | | | 1,899,381 | | | | 1,977,719 | |
Investments in and advances to unconsolidated real estate entities | | | 26,614 | | | | 21,320 | |
Cash and cash equivalents | | | 6,410 | | | | 123 | |
Restricted cash | | | 4,599 | | | | 1,844 | |
Deferred charges, net | | | 11,624 | | | | 15,574 | |
Other assets | | | 32,826 | | | | 37,262 | |
| | | | | | |
Total assets | | $ | 1,981,454 | | | $ | 2,053,842 | |
| | | | | | |
Liabilities and shareholders’ equity | | | | | | | | |
Notes payable, including $0 and $34,060 of debt secured by assets held for sale at December 31, 2005 and 2004, respectively | | $ | 980,615 | | | $ | 1,129,478 | |
Accrued interest payable | | | 5,478 | | | | 7,677 | |
Dividend and distribution payable | | | 19,257 | | | | 19,203 | |
Accounts payable and accrued expenses | | | 58,474 | | | | 58,837 | |
Security deposits and prepaid rents | | | 9,857 | | | | 7,236 | |
| | | | | | |
Total liabilities | | | 1,073,681 | | | | 1,222,431 | |
| | | | | | |
| | | | | | | | |
Minority interest of common unitholders in Operating Partnership | | | 26,764 | | | | 43,341 | |
| | | | | | |
| | | | | | | | |
Shareholders’ equity | | | | | | | | |
Preferred stock, $.01 par value, 20,000 authorized: | | | | | | | | |
8 1/2% Series A Cumulative Redeemable Shares, liquidation preference $50 per share, 900 shares issued and outstanding | | | 9 | | | | 9 | |
7 5/8% Series B Cumulative Redeemable Shares, liquidation preference $25 per share, 2,000 shares issued and outstanding | | | 20 | | | | 20 | |
Common stock, $.01 par value, 100,000 authorized: | | | | | | | | |
41,394 and 40,164 shares issued, 41,394 and 40,164 shares outstanding at December 31, 2005 and 2004, respectively | | | 414 | | | | 401 | |
Additional paid-in capital | | | 802,666 | | | | 775,221 | |
Accumulated earnings | | | 86,315 | | | | 25,075 | |
Accumulated other comprehensive income (loss) | | | (3,109 | ) | | | (8,668 | ) |
Deferred compensation | | | (3,625 | ) | | | (3,988 | ) |
| | | | | | |
| | | 882,690 | | | | 788,070 | |
Less common stock in treasury, at cost, 44 and 0 shares at December 31, 2005 and 2004, respectively | | | (1,681 | ) | | | — | |
| | | | | | |
Total shareholders’ equity | | | 881,009 | | | | 788,070 | |
| | | | | | |
Total liabilities and shareholders’ equity | | $ | 1,981,454 | | | $ | 2,053,842 | |
| | | | | | |
| | |
(1) | | Consists of 349 units at two communities being converted into for-sale condominiums through the Company’s taxable REIT subsidiaries. |
|
(2) | | Consists of one community, originally containing 127 units, reflected in discontinued operations, which is being converted into for-sale condominiums through the Company’s taxable REIT subsidiaries. |
11
Post Properties, Inc.
Consolidated Debt Summary
(Dollars in thousands, except per share or unit data)
(Unaudited)
Summary of Outstanding Debt at December 31, 2005
| | | | | | | | | | | | | | | | |
| | | | | | | | | | Weighted Average Rate (1) | |
| | | | | | Percentage | | | Three months ended December 31, | |
Type of Indebtedness | | Balance | | | of Total | | | 2005 | | | 2004 | |
Unsecured fixed rate senior notes | | $ | 485,000 | | | | 49.45 | % | | | 6.51 | % | | | 6.96 | % |
Secured tax exempt variable rate notes (2) | | | 28,495 | | | | 2.91 | % | | | 3.53 | % | | | 2.29 | % |
Secured conventional fixed rate notes | | | 365,741 | | | | 37.30 | % | | | 6.25 | % | | | 6.26 | % |
Lines of credit | | | 101,379 | | | | 10.34 | % | | | 4.46 | % | | | 2.60 | % |
| | | | | | | | | | | | |
| | $ | 980,615 | | | | 100.00 | % | | | 6.12 | % | | | 6.08 | % |
| | | | | | | | | | | | |
| | | | | | | | |
| | | | | | Percentage | |
| | Balance | | | of Total Debt | |
Total fixed rate debt | | $ | 850,741 | | | | 86.76 | % |
Total variable rate debt | | | 129,874 | | | | 13.24 | % |
| | | | | | |
Total debt | | $ | 980,615 | | | | 100.00 | % |
| | | | | | |
Debt Maturities
| | | | | | | | |
| | | | | | Weighted Average Rate | |
Aggregate debt maturities by year | | Amount | | | on Debt Maturities (1) | |
2006 | | $ | 81,269 | | | | 6.93 | % |
2007 | | | 259,572 | (3) | | | 5.66 | % |
2008 | | | 4,557 | | | | 6.22 | % |
2009 | | | 75,901 | | | | 5.50 | % |
2010 | | | 188,267 | | | | 7.67 | % |
2011 and thereafter | | | 371,049 | | | | 5.55 | % |
| | | | | | | |
| | $ | 980,615 | | | | | |
| | | | | | | |
Debt Statistics
| | | | | | | | |
| | Twelve months ended | |
| | December 31, | |
| | 2005 | | | 2004 | |
Interest coverage ratio (4)(5) | | | 2.4 | x | | | 2.2 | x |
Fixed charge coverage ratio (4)(6) | | | 2.1 | x | | | 1.8 | x |
|
Total debt as a % of undepreciated real estate assets (adjusted for joint venture partner’s share of debt) (7) | | | 40.7 | % | | | 45.5 | % |
Total debt and preferred equity as % of undepreciated real estate assets (adjusted for joint venture partner’s share of debt) (7) | | | 44.5 | % | | | 49.2 | % |
| | |
(1) | | Weighted average rate includes credit enhancements and other fees, where applicable. The weighted average rates for the three months ended December 31, 2004 are based on the debt outstanding for that period. |
|
(2) | | The Company has an interest rate cap arrangement that limits the Company’s exposure to increases in the base rate to 5.00 percent. |
|
(3) | | Includes outstanding balances on lines of credit of $101,379 maturing in 2007.
|
|
(4) | | Calculated for the twelve months ended December 31, 2005 and 2004. |
|
(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 sales of real estate and investment sales, 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 29. |
|
(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 sales of real estate and investment sales, 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 29. |
|
(7) | | A computation of the debt ratios is included in Table 5 on page 30. |
12
Post Properties, Inc.
Consolidated Debt Summary (cont.)
(Dollars in thousands, except per share or unit data)
(Unaudited)
Financial Debt Covenants — Senior Unsecured Public Notes
| | | | |
| | As of | |
Covenant requirement(1) | | December 31, 2005 | |
Consolidated Debt to Total Assets cannot exceed 60% | | | 39 | % |
Secured Debt to Total Assets cannot exceed 40% | | | 16 | % |
Total Unencumbered Assets to Unsecured Debt must be at least 1.50/1 | | | 3.16 | x |
Consolidated Income Available for Debt Service Charge must be at least 1.50/1 | | | 2.41 | x |
| | |
(1) | | A summary of the public debt covenant calculations and reconciliations of the financial components used in the public debt covenant calculations to the most comparable GAAP financial measures are detailed below. |
| | | | |
| | As of | |
| �� | December 31, 2005 | |
Ratio of Consolidated Debt to Total Assets | | | | |
| | | | |
Consolidated debt, per balance sheet(A) | | $ | 980,615 | |
| | | |
Total assets, as defined(B)(Table A) | | $ | 2,486,784 | |
| | | |
Computed ratio(A÷B) | | | 39 | % |
| | | |
Required ratio (cannot exceed) | | | 60 | % |
| | | |
| | | | |
Ratio of Secured Debt to Total Assets | | | | |
| | | | |
Secured conventional fixed rate notes | | $ | 365,741 | |
Secured tax exempt variable rate notes | | | 28,495 | |
| | | |
Total secured debt(C) | | $ | 394,236 | |
| | | |
Computed ratio(C÷B) | | | 16 | % |
| | | |
Required ratio (cannot exceed) | | | 40 | % |
| | | |
| | | | |
Ratio of Total Unencumbered Assets to Unsecured Debt | | | | |
| | | | |
Consolidated debt, per balance sheet(A) | | $ | 980,615 | |
Total secured debt(C) | | | (394,236 | ) |
| | | |
Total unsecured debt(D) | | $ | 586,379 | |
| | | |
Total unencumbered assets, as defined(E)(Table A) | | $ | 1,853,483 | |
| | | |
Computed ratio(E÷D) | | | 3.16 | x |
| | | |
Required minimum ratio | | | 1.50 | x |
| | | |
| | | | |
Ratio of Consolidated Income Available for Debt Service to Annual Debt Service Charge | | | | |
| | | | |
Consolidated Income Available for Debt Service, as defined(F)(Table B) | | $ | 149,846 | |
| | | |
Annual Debt Service Charge, as defined(G)(Table B) | | $ | 62,223 | |
| | | |
Computed ratio(F÷G)(2) | | | 2.41 | x |
| | | |
Required minimum ratio | | | 1.50 | x |
| | | |
13
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 | |
| | December 31, 2005 | |
Total real estate assets | | $ | 1,899,381 | |
| | | | |
Add: | | | | |
Investments in unconsolidated real estate entities | | | 26,614 | |
|
Accumulated depreciation | | | 516,954 | |
Other tangible assets (cash, restricted cash, other assets, exclusive of receivables) | | | 43,835 | |
| | | |
Total assets for public debt covenant computations | | | 2,486,784 | |
Less: | | | | |
Encumbered real estate assets | | | (633,301 | ) |
| | | |
Total unencumbered assets for public debt covenant computations | | $ | 1,853,483 | |
| | | |
Table B
Calculation of Consolidated Income Available for Debt Service and Annual Debt Service Charge for Public Debt Covenant Computations
| | | | |
| | Twelve months ended | |
Consolidated income available for debt service | | December 31, 2005 | |
Net income | | $ | 141,948 | |
Add: | | | | |
Minority interests | | | 7,099 | |
Provision for income taxes | | | 594 | |
| | | |
Income before minority interest and provision for income taxes | | | 149,641 | |
| | | | |
Add: | | | | |
Depreciation | | | 76,248 | |
Depreciation (company share) of assets held in unconsolidated entities | | | 969 | |
Amortization of deferred financing costs | | | 4,661 | |
Interest expense | | | 58,898 | |
Interest expense (company share) of assets held in unconsolidated entities | | | 1,164 | |
Interest expense of discontinued operations | | | 2,161 | |
Loss on early extinguishment of indebtedness associated with property sales | | | 3,220 | |
Less: | | | | |
Gains on sales of real estate assets — discontinued operations | | | (141,237 | ) |
Gains on sales of real estate assets — unconsolidated entities | | | (612 | ) |
Gain on sale of technology investment | | | (5,267 | ) |
| | | |
| | | | |
Consolidated income available for debt service | | $ | 149,846 | |
| | | |
Annual debt service charge | | | | |
| | | | |
Consolidated interest expense | | $ | 58,898 | |
Interest expense (company share) of assets held in unconsolidated entities | | | 1,164 | |
Interest expense of discontinued operations | | | 2,161 | |
| | | |
| | $ | 62,223 | |
| | | |
14
Post Properties, Inc.
Summary Of Communities Under Construction
| | | | | | | | | | | | | | | | | | | | | | | | |
| | | | | | | | | | Amount | | | | | | | | | | | Estimated | |
| | | | | | Estimated | | | Spent | | | Quarter of | | | Quarter of | | | Quarter of | |
| | Number | | | Construction | | | as of | | | Construction | | | First Units | | | Stabilized | |
Metropolitan Area | | of Units | | | Cost | | | 12/31/2005 | | | Start | | | Available | | | Occupancy (1) | |
| | | | | | ($ in millions) | | | ($ in millions) | | | | | | | | | | | | | |
Construction/Lease-up Communities | | | | | | | | | | | | | | | | | | | | | | | | |
| | | | | | | | | | | | | | | | | | | | | | | | |
Washington D.C. | | | | | | | | | | | | | | | | | | | | | | | | |
Post CarlyleTM — Apartment and Condominiums (2) | | | 350 | | | $ | 99 | | | $ | 47 | | | | 4Q 2004 | | | | 3Q 2006 | | | | 3Q 2007 | |
| | | | | | | | | | | | | | | | | | | | | |
| | | | | | | | | | | | | | | | | | | | | | | | |
Construction/Lease-Up Communities | | | 350 | | | $ | 99 | | | $ | 47 | | | | | | | | | | | | | |
| | | | | | | | | | | | | | | | | | | | | |
Weighted average projected property net operating income as a % of total estimated construction cost — Apartments (3) | | | | | | | 6.75% - 7.0 | % | | | | | | | | | | | | | | | | |
| | | | | | | | | | | | | | | | | | | | | | | |
| | |
(1) | | The Company defines stabilized occupancy as the earlier to occur of (i) the attainment of 95% physical occupancy on the first day of any month or (ii) one year after completion of construction. |
|
(2) | | The condominium component of the project, consisting of 145 units, is being developed in a majority owned joint venture with a Washington D.C. based developer. As of January 30, 2006, the Company has 77 units under contract for sale upon completion and delivery of the units. The first condominium units at this project are expected to be delivered in late 2006 or early 2007. There can be no assurance that condominium units under contract will close. |
|
(3) | | The calculation represents the aggregate projected unlevered property net operating income to be earned by the apartment component of the community in its first year of stabilized operations (after deducting a 3% management fee and a $300 per unit capital reserve) divided by aggregate estimated construction costs of the apartment community. The Company uses property net operating income as a management tool to measure the operating performance of its apartment communities. |
15
Post Properties, Inc.
Summary Of Condominium Conversion Projects
(Dollars in thousands)
| | | | | | | | | | | | | | | | | | | | | | | | |
| | | | | | | | | | | | | | | | | | Average | | | | |
| | | | | | Year | | | Sale | | | Total | | | Unit | | | Project Transfer | |
Project | | Location | | | Completed | | | Start Date | | | Units | | | Sq. Ft. (1) | | | Price (2) | |
588TM | | Dallas, TX | | | 2000 | | | | Q1 2005 | | | | 127 | | | | 1,470 | | | $ | 20,274 | |
Hyde Park WalkTM | | Tampa, FL | | | 1997 | | | | Q2 2005 | | | | 134 | | | | 890 | | | | 16,755 | |
The Peachtree ResidencesTM (4) | | Atlanta, GA | | | 2001 | | | | Q2 2005 | | | | 121 | | | | 1,340 | | | | 30,190 | |
Harbour Place City HomesTM | | Tampa, FL | | | 1999 | | | | Q2 2006 | | | | 206 | | | | 1,036 | | | | 37,000 | |
RISETM | | Houston, TX | | | 2000 | | | | Q2 2006 | | | | 143 | | | | 1,407 | | | | 26,250 | |
| | | | | | | | | | | | | | | | | | | | | | | |
| | | | | | | | | | | | | | | | | | | | | | $ | 130,469 | |
| | | | | | | | | | | | | | | | | | | | | | | |
| | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | |
| | Units(3) | | | | | | | |
| | | | | | | | | | Available | | | Three months ended | | | Twelve months ended | |
| | | | | | | | | | For Sale | | | December 31, 2005 | | | December 31, 2005 | |
| | | | | | | | | | | | | | | | | | | | | | Gross | | | FFO | | | | | | | Gross | | | FFO | |
| | | | | | Units | | | Under | | | | | | | Units | | | Sales | | | Incremental | | | Units | | | Sales | | | Incremental | |
Project | | Total | | | Closed | | | Contract | | | Available | | | Closed | | | Price | | | Gain on Sale(5)(6) | | | Closed | | | Price | | | Gain on Sale(5)(6) | |
588TM | | | 127 | | | | 111 | | | | 5 | | | | 11 | | | | 21 | | | $ | 5,986 | | | $ | 925 | | | | 103 | | | $ | 26,647 | | | $ | 3,228 | |
Hyde Park WalkTM | | | 134 | | | | 134 | | | | — | | | | — | | | | — | | | | — | | | | — | | | | 134 | | | | 29,338 | | | | 6,177 | |
The Peachtree ResidencesTM (4) | | | 121 | | | | 47 | | | | 14 | | | | 60 | | | | 20 | | | | 5,901 | | | | 68 | | | | 45 | | | | 15,082 | | | | 359 | |
| | | | | | | | | | | | | | | | | | | | | | | | | | | | | | |
| | | 382 | | | | 292 | | | | 19 | | | | 71 | | | | 41 | | | $ | 11,887 | | | $ | 993 | | | | 282 | | | $ | 71,067 | | | $ | 9,764 | |
| | | | | | | | | | | | | | | | | | | | | | | | | | | | | | |
| | |
(1) | | Average square footage information is based on approximate amounts and individual unit sizes may vary. |
|
(2) | | Transfer price for purposes of computing incremental gains on condominium sales included in FFO reflects the greater of (1) the estimated fair value on the date the project was acquired by the Company’s taxable REIT subsidiary (as supported by independently-prepared, third-party appraisals) or (2) its net book value at that time. |
|
(3) | | Unit status is as of January 30, 2006. There can be no assurance that condominium units under contract will close. |
|
(4) | | The Peachtree ResidencesTM is owned in an unconsolidated entity, where the Company’s equity ownership is 35%. Amounts shown, except for incremental gains on condominium sales included in FFO, represents gross amounts at the unconsolidated entity level. |
|
(5) | | The Company recognizes incremental gains on condominium sales in FFO, net of provision for income taxes, to the extent that net sales proceeds, less costs of sales, from the sale of condominium units exceeds the “transfer price” as described in Note 2 above. |
|
(6) | | Excludes the impact of income tax expense (benefit) attributable to gains on condominium sales of $(59) and $594 for the three and twelve months ended December 31, 2005, respectively. |
16
Post Properties, Inc.
Community Acquisition and Disposition Summary
| | | | | | | | | | | | | | | | |
| | | | | | | | | | Gross Amount | | | Gross | |
Property Name/Period | | Location | | | Year Built | | | Per Unit | | | Amount | |
Acquisitions | | | | | | | | | | | | | | | | |
| | | | | | | | | | | | | | | | |
Q2 2004 | | | | | | | | | | | | | | | | |
Post Tysons CornerTM | | Washington, D.C. | | | 1990 | | | $ | 171,972 | | | $ | 85,814,000 | |
2004 YTD Total | | | | | | | | | | | | | | $ | 85,814,000 | |
| | | | | | | | | | | | | | | |
| | | | | | | | | | | | | | | | |
Weighted Average Cap Rate — Acquisitions — 2004 | | | | | | | | | | | | | | | 5.5 | %(1) |
| | | | | | | | | | | | | | | |
| | | | | | | | | | | | | | | | |
Q2 2005 | | | | | | | | | | | | | | | | |
Post Ballantyne | | Charlotte, NC | | | 2004 | | | $ | 116,771 | | | $ | 37,250,000 | |
| | | | | | | | | | | | | | | |
2005 YTD Total | | | | | | | | | | | | | | $ | 37,250,000 | |
| | | | | | | | | | | | | | | |
| | | | | | | | | | | | | | | | |
Weighted Average Cap Rate — Acquisitions — 2005 | | | | | | | | | | | | | | | 5.6 | %(2) |
| | | | | | | | | | | | | | | |
| | | | | | | | | | | | | | | | |
Dispositions | | | | | | | | | | | | | | | | |
| | | | | | | | | | | | | | | | |
Q1 2004 | | | | | | | | | | | | | | | | |
Post Townlake® | | Dallas, TX | | | 1986-1987 | | | $ | 56,212 | | | $ | 22,372,000 | (3) |
| | | | | | | | | | | | | | | | |
Q2 2004 | | | | | | | | | | | | | | | | |
Post Windhaven TM | | Dallas, TX | | | 1991 | | | $ | 52,743 | | | | | |
Post Mill® (5) | | Atlanta, GA | | | 1985-1986 | | | | | | | | | |
Post Canyon® (5) | | Atlanta, GA | | | 1986 | | | | | | | | | |
Post Chase® (5) | | Atlanta, GA | | | 1987 | | | | | | | | | |
Post Court® (5) | | Atlanta, GA | | | 1988 | | | | | | | | | |
Post Lane® (5) | | Atlanta, GA | | | 1988 | | | | | | | | | |
Post Lake® (5) | | Orlando, FL | | | 1988 | | | $ | 65,409 | (5) | | $ | 221,750,000 | |
| | | | | | | | | | | | | | | |
2004 YTD Total | | | | | | | | | | | | | | $ | 244,122,000 | |
| | | | | | | | | | | | | | | |
| | | | | | | | | | | | | | | | |
Weighted Average Cap Rate — Dispositions — 2004 | | | | | | | | | | | | | | | 6.6 | %(4) |
| | | | | | | | | | | | | | | |
| | | | | | | | | | | | | | | | |
Q2 2005 | | | | | | | | | | | | | | | | |
Post American Beauty MillTM | | Dallas, TX | | | 1998 | | | $ | 63,125 | | | | | |
Post Bennie DillonTM | | Nashville, TN | | | 1999 | | | $ | 119,767 | | | | | |
Post Corners® | | Atlanta, GA | | | 1986 | | | $ | 63,696 | | | | | |
Post Walk® | | Atlanta, GA | | | 1984-1987 | | | $ | 88,445 | | | | | |
Post White Rock® | | Dallas, TX | | | 1988 | | | $ | 59,420 | | | $ | 99,050,000 | |
| | | | | | | | | | | | | | | | |
Q3 2005 | | | | | | | | | | | | | | | | |
Post Village® | | Atlanta, GA | | | 1983-1988 | | | $ | 76,237 | | | $ | 132,500,000 | |
| | | | | | | | | | | | | | | | |
2005 YTD Total | | | | | | | | | | | | | | | | |
| | | | | | | | | | | | | | | |
| | | | | | | | | | | | | | $ | 231,550,000 | |
| | | | | | | | | | | | | | | |
| | | | | | | | | | | | | | | | |
Weighted Average Cap Rate — Dispositions — 2005 | | | | | | | | | | | | | | | 5.9 | %(4) |
| | | | | | | | | | | | | | | |
| | |
(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) | | 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 relating to closing costs, reimbursement of a fee to terminate a loan commitment that a seller had previously entered into in connection with the community and other amounts it plans to spend to improve the community for total capitalized costs of approximately $39.3 million. |
|
(3) | | Excludes approximately $2.1 million in gross proceeds from the sale of land in Dallas, TX and Tampa, FL. |
|
(4) | | Based on trailing twelve-month net operating income after adjustments for management fee (3.0%) and capital reserves ($300/unit). |
|
(5) | | The gross average amount per unit for these properties is $65,409. |
17
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 and property management and leasing personnel expenses) of such communities.
A summary of community development improvements and other capitalized expenditures for the three and twelve months ended December 31, 2005 and 2004 is detailed below.
| | | | | | | | | | | | | | | | |
| | Three months ended | | | Twelve months ended | |
| | December 31, | | | December 31, | |
| | 2005 | | | 2004 | | | 2005 | | | 2004 | |
Development and acquisition expenditures | | $ | 11,836 | | | $ | 5,127 | | | $ | 116,710 | | | $ | 43,708 | |
Non-recurring capital expenditures | | | | | | | | | | | | | | | | |
Revenue generating additions and improvements (1) | | | — | | | | — | | | | — | | | | 26 | |
Other community additions and improvements (2) | | | 1,871 | | | | 1,001 | | | | 4,508 | | | | 4,605 | |
Recurring capital expenditures | | | | | | | | | | | | | | | | |
Carpet replacements and other community additions and improvements (3) | | | 2,750 | | | | 2,271 | | | | 9,921 | | | | 9,884 | |
Corporate additions and improvements | | | 615 | | | | 128 | | | | 1,771 | | | | 681 | |
| | | | | | | | | | | | |
| | $ | 17,072 | | | $ | 8,527 | | | $ | 132,910 | | | $ | 58,904 | |
| | | | | | | | | | | | |
| | | | | | | | | | | | | | | | |
Other Data | | | | | | | | | | | | | | | | |
Capitalized interest | | $ | 1,354 | | | $ | 291 | | | $ | 2,907 | | | $ | 1,078 | |
| | | | | | | | | | | | |
Capitalized development costs and fees (4) | | $ | 337 | | | $ | 250 | | | $ | 1,219 | | | $ | 998 | |
| | | | | | | | | | | | |
| | |
(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. |
18
Post Properties, Inc.
Investments in Unconsolidated Real Estate Entities
(Dollars in thousands, except per share or unit data)
(Unaudited)
The Company holds investments in three individual limited liability companies (the “Property LLCs”) with an institutional investor. Two of the Property LLCs own single apartment communities. The third Property LLC is converting its apartment community, containing 121 units, into for-sale condominiums. The Company holds a 35% equity interest in the Property LLCs.
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 $6,099 at December 31, 2005. The excess investment related to Property LLCs holding apartment communities is being amortized as a reduction to earnings on a straight-line basis over the lives of the related assets. The excess investment of approximately $611 at December 31, 2005 related to the Property LLC holding the condominium conversion community will be recognized as additional cost of sales as the underlying condominiums are sold. 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 was as follows:
| | | | | | | | |
| | December 31, | | | December 31, | |
Balance Sheet Data | | 2005 | | | 2004 | |
Real estate assets, net of accumulated depreciation of $8,349 and $9,712, respectively | | $ | 96,000 | | | $ | 124,072 | |
Assets held for sale, net (1) | | | 17,715 | | | | — | |
Cash and other | | | 1,770 | | | | 2,797 | |
| | | | | | |
Total assets | | $ | 115,485 | | | $ | 126,869 | |
| | | | | | |
Mortgage notes payable | | $ | 66,999 | | | $ | 83,468 | |
Mortgage notes payable to Company | | | 5,967 | | | | — | |
Other liabilities | | | 996 | | | | 1,296 | |
| | | | | | |
Total liabilities | | | 73,962 | | | | 84,764 | |
Members’ equity | | | 41,523 | | | | 42,105 | |
| | | | | | |
Total liabilities and members’ equity | | $ | 115,485 | | | $ | 126,869 | |
| | | | | | |
Company’s equity investment | | $ | 20,647 | | | $ | 21,320 | |
| | | | | | |
| | |
(1) | | Includes one community, originally containing 121 units, being converted into condominiums through a taxable REIT subsidiary. |
| | | | | | | | | | | | | | | | |
| | Three months ended | | | Twelve months ended | |
| | December 31 | | | December 31, | |
Income Statement Data | | 2005 | | | 2004 | | | 2005 | | | 2004 | |
Revenue | | | | | | | | | | | | | | | | |
Rental | | $ | 2,708 | | | $ | 2,583 | | | $ | 10,789 | | | $ | 10,451 | |
Other property revenues | | | 195 | | | | 176 | | | | 840 | | | | 776 | |
| | | | | | | | | | | | |
Total revenues | | | 2,903 | | | | 2,759 | | | | 11,629 | | | | 11,227 | |
| | | | | | | | | | | | |
Expenses | | | | | | | | | | | | | | | | |
Property operating and maintenance | | | 1,013 | | | | 912 | | | | 3,689 | | | | 3,555 | |
Depreciation and amortization | | | 657 | | | | 652 | | | | 2,621 | | | | 2,579 | |
Interest | | | 688 | | | | 688 | | | | 2,752 | | | | 2,658 | |
| | | | | | | | | | | | |
Total expenses | | | 2,358 | | | | 2,252 | | | | 9,062 | | | | 8,792 | |
| | | | | | | | | | | | |
Income from continuing operations | | | 545 | | | | 507 | | | | 2,567 | | | | 2,435 | |
| | | | | | | | | | | | |
Discontinued Operations | | | | | | | | | | | | | | | | |
Loss from discontinued operations | | | (57 | ) | | | (116 | ) | | | (176 | ) | | | (355 | ) |
Gains on sales of real estate assets | | | 984 | | | | — | | | | 2,834 | | | | — | |
Loss on early extinguishment of debt | | | — | | | | — | | | | (273 | ) | | | — | |
| | | | | | | | | | | | |
Income (loss) from discontinued operations | | | 927 | | | | (116 | ) | | | 2,385 | | | | (355 | ) |
| | | | | | | | | | | | |
Net income | | $ | 1,472 | | | $ | 391 | | | $ | 4,952 | | | $ | 2,080 | |
| | | | | | | | | | | | |
Company’s share of net income | | $ | 472 | | | $ | 241 | | | $ | 1,767 | | | $ | 1,083 | |
| | | | | | | | | | | | |
19
For the three and twelve months ended December 31, 2005, gains on sales of real estate assets represents net gains of $984 and $2,834, respectively, from condominium sales at the condominium conversion community held by one of the Property LLCs. A summary of revenues and costs and expenses of condominium activities for the three and twelve months ended December 31, 2005 was as follows:
| | | | | | | | |
| | Three months ended | | | Twelve months ended | |
| | December 31, 2005 | | | December 31, 2005 | |
Condominium revenues, net | | $ | 5,447 | | | $ | 14,014 | |
Condominium costs and expenses | | | (4,463 | ) | | | (11,180 | ) |
| | | | | | |
Gains on condominium sales | | $ | 984 | | | $ | 2,834 | |
| | | | | | |
At December 31, 2005, mortgage notes payable include a $49,999 mortgage note that bears interest at 4.13%, requires monthly interest payments and annual principal payments 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 note payable totaling $17,000 bears interest at a rate of 4.04% and matures in 2008.
In March 2005, one of the Property LLCs elected to convert its apartment community into for-sale condominiums. As a result of its decision to sell the community through the condominium conversion process, the Property LLC prepaid its third party mortgage note payable of $16,392 through secured borrowings from the Company. The Property LLC incurred debt prepayment costs and expenses associated with the write-off of unamortized deferred financing costs totaling $273 in March 2005. The mortgage note payable to the Company has a fixed rate component ($16,392) bearing interest at 4.28% and a variable rate component bearing interest at LIBOR at 1.90%. This note is repayable from the proceeds of condominium sales and matures in February 2008.
20
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 December 31, 2005 for properties stabilized by the beginning of the quarter ended December 31, 2005 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 December 31, 2005 are presented at full undepreciated cost. Other tangible assets are also presented, as well as total liabilities and the liquidation value of preferred shares. 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 | | December 31, 2005 | | | Adjustments | | | Adjusted | |
Rental revenues | | $ | 71,797 | | | $ | (2,657 | )(1) | | $ | 69,140 | |
Other property revenues | | | 4,177 | | | | (96 | )(1) | | | 4,081 | |
| | | | | | | | | |
Total rental and other revenues(A) | | | 75,974 | | | | (2,753 | ) | | | 73,221 | |
Property operating & maintenance expenses (excluding depreciation and amortization)(B) | | | 32,757 | | | | (6,245 | )(1) | | | 26,512 | |
| | | | | | | | | |
Property net operating income (Table 1)(A-B) | | $ | 43,217 | | | $ | 3,492 | | | $ | 46,709 | |
| | | | | | | | | |
Apartment units represented | | | 21,442 | | | | (559 | )(2) | | | 20,883 | |
| | | | | | | | | | | | |
| | As of | | | | | | | As | |
| | December 31, 2005 | | | Adjustments | | | Adjusted | |
Other Asset Data | | | | | | | | | | | | |
Cash & equivalents | | $ | 6,410 | | | $ | — | | | $ | 6,410 | |
Construction in progress | | | 47,005 | | | | — | | | | 47,005 | |
Land held for development or sale | | | 62,511 | | | | — | | | | 62,511 | |
For-sale condominiums | | | 38,338 | | | | — | (3) | | | 38,338 | |
Assets held for sale | | | 4,591 | | | | 6,200 | (3) | | | 10,791 | |
Investments in and advances to unconsolidated real estate entities (including mortgage loans receivable) | | | 26,614 | | | | (20,647 | )(4) | | | 5,967 | |
Other assets (5) | | | 37,425 | | | | — | | | | 37,425 | |
Cash and other assets of unconsolidated real estate entities | | | 1,770 | | | | (1,151 | )(6) | | | 619 | |
| | | | | | | | | |
| | $ | 224,664 | | | $ | (15,598 | ) | | $ | 209,066 | |
| | | | | | | | | |
| | | | | | | | | | | | |
Other Liability Data | | | | | | | | | | | | |
Tax-exempt debt | | $ | 28,495 | | | $ | — | | | $ | 28,495 | |
Other notes payable | | | 952,120 | | | | — | | | | 952,120 | |
Other liabilities (8) | | | 93,066 | | | | (1,251 | )(7) | | | 91,815 | |
Total liabilities of unconsolidated real estate entities (9) | | | 73,962 | | | | (48,075 | )(8) | | | 25,887 | |
| | | | | | | | | |
| | $ | 1,147,643 | | | $ | (49,326 | ) | | $ | 1,098,317 | |
| | | | | | | | | |
| | | | | | | | | | | | |
Other Data | | | | | | | | | | | | |
Liquidation value of preferred shares | | $ | 95,000 | | | $ | — | | | $ | 95,000 | |
|
Common shares outstanding | | | 41,394 | | | | — | | | | 41,394 | |
Common units outstanding | | | 1,402 | | | | — | | | | 1,402 | |
| | |
(1) | | The adjustments include additions for the Company’s 35% share of rental revenues ($948) and other property revenues ($68) and property operating and maintenance expenses (excluding depreciation and amortization) ($355) from Post Biltmore and Post Massachusetts Avenue (properties accounted for on the equity method of accounting). In addition, the adjustments reflect a reduction of rental revenues ($1,395) and other revenues ($68) and property and operating maintenance expenses (excluding depreciation and amortization) ($453) generated by the Post Harbour Place and Post Midtown Square units being converted to condominiums. Also, the adjustments reflect a reduction of rental revenues ($2,210) and other revenues ($96) and property operating and maintenance expenses (excluding depreciation and amortization) ($2,089) relating to the Company’s corporate apartment business. Lastly, the adjustment to operating and maintenance expenses (excluding depreciation and amortization) also includes a reduction for corporate property management expenses ($3,748) and the impact of straight-lining long-term ground lease expense ($310). |
|
(2) | | The adjustment reflects a reduction for 205 units currently under construction at Post Carlyle, a reduction for 65% of the 545 units held in Post Biltmore and Post Massachusetts Avenue (two unconsolidated entities) (a 354 unit reduction) to adjust the units held in unconsolidated entities to the Company’s 35% share of the units. |
21
| | |
|
(3) | | The “As Adjusted” amount represents the book value of the Company’s wholly-owned condo conversion assets (Post Block 588, Post Harbour Place and Post Midtown Square) and its 35% share of the book value of the unconsolidated condominium conversion asset (Post Peachtree). |
|
(4) | | The “As of December 31, 2005” 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 a mortgage loan receivable from an unconsolidated entity. |
|
(5) | | These amounts consist of restricted cash and other assets, per the Company’s balance sheet. |
|
(6) | | The “As of December 31, 2005” 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 ($1,151) of the Company’s projects held in unconsolidated entities. The “As Adjusted” amount represents the Company’s 35% share of the cash and other assets of all of the unconsolidated entities. |
|
(7) | | The “As of December 31, 2005” amount consists 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. The adjustment represents a reduction for the non-cash liability associated with straight-line, long-term ground lease expense. |
|
(8) | | The “As of December 31, 2005” 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. |
Computation of Implied Portfolio Capitalization Rate
(In thousands)
| | | | |
| | Three months ended | |
Calculation of Adjusted Property Net Operating Income | | December 31, 2005 | |
Total rental and other revenues | | $ | 73,221 | (a) |
Property operating & maintenance expenses (excluding depreciation and amortization) | | | (26,512 | )(a) |
| | | |
Property net operating income | | | 46,709 | |
Adjustments to property net operating income | | | | |
Assumed property management fee (calculated at 3% of revenues) | | | (2,197 | ) |
Assumed property capital expenditure reserve ($300 per unit per year based on 20,883 units) | | | (1,566 | ) |
| | | |
Property net operating income, adjusted for assumed management fee and assumed capital expenditures | | $ | 42,946 | |
| | | |
Property net operating income, adjusted for assumed management fee and assumed capital expenditures (annualized)(A) | | $ | 171,784 | |
| | | |
| | | | |
| | As of | |
Calculation of Implied Market Value of Company Gross Assets | | December 31, 2005 | |
Implied market value of common shares and units | | $ | 1,709,700 | (b) |
Other assets, as adjusted | | | (209,066 | )(a) |
Other liabilities, as adjusted | | | 1,098,317 | (a) |
Preferred stock, at liquidation value | | | 95,000 | (a) |
| | | |
Implied market value of Company gross assets(B) | | $ | 2,693,951 | |
| | | |
| | | | |
Implied Portfolio Capitalization Rate, based on company’s stock price as of December 31, 2005 (A÷B) | | | 6.4 | % |
| | | |
| | |
(a) | | Represents amounts in the “as adjusted” column from the Financial Data table reflected above. |
|
(b) | | Calculated as follows: |
| | | | |
Common shares and units outstanding at December 31, 2005 | | | 42,796 | |
Per share market value of common stock at December 31, 2005 | | $ | 39.95 | |
| | | |
Implied market value of common shares and units at December 31, 2005 | | $ | 1,709,700 | |
| | | |
22
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 depreciable 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. 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 (loss) 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 and after adjusting for the impact of straight-line, long-term ground lease expense. 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. The Company also uses property NOI, excluding the impact of straight-line, long-term ground lease expense, as an operating measure. This measure is particularly useful, in the opinion of the Company, in evaluating the comparative performance of NOI between periods, since the Company began straight-lining ground lease expense in 2005.
23
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 items and charges, such as severance charges, preferred stock and unit redemption costs, losses on early extinguishment of debt, gain on the sale of technology investment and asset impairment charges as operating measures. The Company reports FFO and AFFO excluding certain items and charges as alternative financial measures of core operating performance. The Company believes FFO and AFFO before certain items and charges are informative measures for comparing operating performance between periods and for comparing operating performance to other companies that have not incurred such items and charges. The Company further believes that items and charges of the nature incurred in 2005 and 2004 are not necessarily repetitive in nature and that it is therefore meaningful to compare operating performance using alternative, non-GAAP measures. The Company adjusts FFO and AFFO for losses on early extinguishment of debt and preferred stock and unit redemption costs, because these items result from financing transactions that are not related to core business performance. The Company further adjusts FFO and AFFO for gains on sales of technology investments, asset impairment charges and severance charges because these items are not expected to be repetitive over the long-term and it is therefore meaningful to compute operating performance using adjusted, non-GAAP measures. In addition to the foregoing, 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 FFO and AFFO, excluding certain items and charges, is the line on the Company’s consolidated statements of operations entitled “net income (loss) 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.
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.
24
Reconciliations of Supplemental Non-GAAP Financial Measures
Table 1
Reconciliation of Same Store Net Operating Income (NOI) to GAAP Net Income (Loss)
(Dollars in thousands)
(Unaudited)
| | | | | | | | | | | | | | | | | | | | |
| | Three months ended | | | Twelve months ended | |
| | December 31, | | | December 31, | | | September 30, | | | December 31, | | | December 31, | |
| | 2005 | | | 2004 | | | 2005 | | | 2005 | | | 2004 | |
Total same store NOI | | $ | 40,235 | | | $ | 37,708 | | | $ | 38,708 | | | $ | 153,423 | | | $ | 149,146 | |
Property NOI from other operating segments | | | 2,982 | | | | 1,532 | | | | 2,761 | | | | 9,115 | | | | 5,285 | |
| | | | | | | | | | | | | | | |
Consolidated property NOI | | | 43,217 | | | | 39,240 | | | | 41,469 | | | | 162,538 | | | | 154,431 | |
Add (subtract): | | | | | | | | | | | | | | | | | | | | |
Other revenues | | | 59 | | | | 64 | | | | 64 | | | | 255 | | | | 1,000 | |
Interest income | | | 78 | | | | 177 | | | | 230 | | | | 661 | | | | 817 | |
Minority interest in consolidated property partnerships | | | 28 | | | | 133 | | | | 34 | | | | 239 | | | | 671 | |
Depreciation | | | (18,352 | ) | | | (19,790 | ) | | | (18,950 | ) | | | (76,248 | ) | | | (79,473 | ) |
Interest expense | | | (13,558 | ) | | | (15,874 | ) | | | (14,455 | ) | | | (58,898 | ) | | | (63,552 | ) |
Amortization of deferred financing costs | | | (954 | ) | | | (1,030 | ) | | | (991 | ) | | | (4,661 | ) | | | (4,304 | ) |
General and administrative | | | (4,799 | ) | | | (4,291 | ) | | | (4,567 | ) | | | (18,307 | ) | | | (18,205 | ) |
Investment, development and other expenses | | | (1,136 | ) | | | (603 | ) | | | (1,432 | ) | | | (5,242 | ) | | | (2,930 | ) |
Termination of debt remarketing agreement (interest expense) | | | — | | | | (10,615 | ) | | | — | | | | — | | | | (10,615 | ) |
Loss in early extinguishment of indebtedness | | | — | | | | (4,011 | ) | | | — | | | | — | | | | (4,011 | ) |
Severance charges | | | (796 | ) | | | — | | | | — | | | | (796 | ) | | | — | |
Equity in income of unconsolidated entities | | | 472 | | | | 241 | | | | 593 | | | | 1,767 | | | | 1,083 | |
Gain on sale of technology investment | | | — | | | | — | | | | — | | | | 5,267 | | | | — | |
Minority interest of preferred unitholders | | | — | | | | — | | | | — | | | | — | | | | (3,780 | ) |
Minority interest of common unitholders | | | (135 | ) | | | 1,122 | | | | (12 | ) | | | 53 | | | | 2,586 | |
| | | | | | | | | | | | | | | |
Income (loss) from continuing operations | | | 4,124 | | | | (15,237 | ) | | | 1,983 | | | | 6,628 | | | | (26,282 | ) |
Income from discontinued operations | | | 1,462 | | | | 730 | | | | 71,258 | | | | 135,320 | | | | 114,501 | |
| | | | | | | | | | | | | | | |
Net income (loss) | | $ | 5,586 | | | $ | (14,507 | ) | | $ | 73,241 | | | $ | 141,948 | | | $ | 88,219 | |
| | | | | | | | | | | | | | | |
25
Table 2
Same Store Net Operating Income (NOI) Summary by Market
(Dollars in thousands)
| | | | | | | | | | | | | | | | | | | | | | | | |
| | Three months ended, | | | | | | | | | | | 4Q ’05 | |
| | December 31, | | | December 31, | | | September 30, | | | 4Q ‘04 | | | 3Q ‘05 | | | % Same | |
| | 2005 | | | 2004 | | | 2005 | | | % change | | | % change | | | Store NOI | |
Rental and other revenues | | | | | | | | | | | | | | | | | | | | | | | | |
Atlanta | | $ | 29,017 | | | $ | 28,167 | | | $ | 28,988 | | | | 3.0 | % | | | 0.1 | % | | | | |
Dallas | | | 11,906 | | | | 11,291 | | | | 12,029 | | | | 5.4 | % | | | (1.0 | )% | | | | |
Tampa | | | 6,659 | | | | 6,204 | | | | 6,555 | | | | 7.3 | % | | | 1.6 | % | | | | |
Washington, DC | | | 5,868 | | | | 5,530 | | | | 5,831 | | | | 6.1 | % | | | 0.6 | % | | | | |
Charlotte | | | 3,399 | | | | 3,154 | | | | 3,419 | | | | 7.8 | % | | | (0.6 | )% | | | | |
Houston | | | 2,613 | | | | 2,374 | | | | 2,559 | | | | 10.1 | % | | | 2.1 | % | | | | |
Denver | | | 2,035 | | | | 1,928 | | | | 2,094 | | | | 5.5 | % | | | (2.8 | )% | | | | |
New York | | | 1,354 | | | | 1,168 | | | | 1,330 | | | | 15.9 | % | | | 1.8 | % | | | | |
Orlando | | | 975 | | | | 873 | | | | 931 | | | | 11.7 | % | | | 4.7 | % | | | | |
| | | | | | | | | | | | | | | | | | | | | |
Total rental and other revenues | | | 63,826 | | | | 60,689 | | | | 63,736 | | | | 5.2 | % | | | 0.1 | % | | | | |
| | | | | | | | | | | | | | | | | | | | | |
| | | | | | | | | | | | | | | | | | | | | | | | |
Property operating and maintenance expenses (exclusive of depreciation and amortization) | | | | | | | | | | | | | | | | | | | | | | | | |
Atlanta (1) | | | 10,235 | | | | 9,652 | | | | 10,684 | | | | 6.0 | % | | | (4.2 | )% | | | | |
Dallas | | | 5,250 | | | | 5,092 | | | | 5,411 | | | | 3.1 | % | | | (3.0 | )% | | | | |
Tampa | | | 2,560 | | | | 2,862 | | | | 2,655 | | | | (10.6 | )% | | | (3.6 | )% | | | | |
Washington, DC (1) | | | 1,877 | | | | 1,646 | | | | 1,974 | | | | 14.0 | % | | | (4.9 | )% | | | | |
Charlotte | | | 995 | | | | 1,048 | | | | 1,141 | | | | (5.1 | )% | | | (12.8 | )% | | | | |
Houston | | | 1,158 | | | | 1,164 | | | | 1,723 | | | | (0.5 | )% | | | (32.8 | )% | | | | |
Denver | | | 703 | | | | 701 | | | | 729 | | | | 0.3 | % | | | (3.6 | )% | | | | |
New York | | | 394 | | | | 434 | | | | 353 | | | | (9.2 | )% | | | 11.6 | % | | | | |
Orlando | | | 419 | | | | 382 | | | | 358 | | | | 9.7 | % | | | 17.0 | % | | | | |
| | | | | | | | | | | | | | | | | | | | | |
Total (1) | | | 23,591 | | | | 22,981 | | | | 25,028 | | | | 2.7 | % | | | (5.7 | )% | | | | |
| | | | | | | | | | | | | | | | | | | | | |
| | | | | | | | | | | | | | | | | | | | | | | | |
Net operating income | | | | | | | | | | | | | | | | | | | | | | | | |
Atlanta (1) | | | 18,782 | | | | 18,515 | | | | 18,304 | | | | 1.4 | % | | | 2.6 | % | | | 46.7 | % |
Dallas | | | 6,656 | | | | 6,199 | | | | 6,618 | | | | 7.4 | % | | | 0.6 | % | | | 16.5 | % |
Tampa | | | 4,099 | | | | 3,342 | | | | 3,900 | | | | 22.7 | % | | | 5.1 | % | | | 10.2 | % |
Washington, DC (1) | | | 3,991 | | | | 3,884 | | | | 3,857 | | | | 2.8 | % | | | 3.5 | % | | | 9.9 | % |
Charlotte | | | 2,404 | | | | 2,106 | | | | 2,278 | | | | 14.2 | % | | | 5.5 | % | | | 6.0 | % |
Houston | | | 1,455 | | | | 1,210 | | | | 836 | | | | 20.2 | % | | | 74.0 | % | | | 3.6 | % |
Denver | | | 1,332 | | | | 1,227 | | | | 1,365 | | | | 8.6 | % | | | (2.4 | )% | | | 3.3 | % |
New York | | | 960 | | | | 734 | | | | 977 | | | | 30.8 | % | | | (1.7 | )% | | | 2.4 | % |
Orlando | | | 556 | | | | 491 | | | | 573 | | | | 13.2 | % | | | (3.0 | )% | | | 1.4 | % |
| | | | | | | | | | | | | | | | | | | | |
Total same store NOI (1) | | $ | 40,235 | | | $ | 37,708 | | | $ | 38,708 | | | | 6.7 | % | | | 3.9 | % | | | 100.0 | % |
| | | | | | | | | | | | | | | | | | | | |
See footnotes on page 27.
26
Table 2 (con’t)
Same Store Net Operating Income (NOI) Summary by Market
(Dollars in thousands)
| | | | | | | | | | | | |
| | Twelve months ended, | |
| | December 31, | | | December 31, | | | | |
| | 2005 | | | 2004 | | | % change | |
Rental and other revenues | | | | | | | | | | | | |
Atlanta | | $ | 114,473 | | | $ | 113,158 | | | | 1.2 | % |
Dallas | | | 46,868 | | | | 45,177 | | | | 3.7 | % |
Tampa | | | 25,923 | | | | 24,432 | | | | 6.1 | % |
Washington, DC | | | 23,068 | | | | 21,899 | | | | 5.3 | % |
Charlotte | | | 13,299 | | | | 12,779 | | | | 4.1 | % |
Houston | | | 9,992 | | | | 9,725 | | | | 2.7 | % |
Denver | | | 8,103 | | | | 7,932 | | | | 2.2 | % |
New York | | | 5,158 | | | | 4,856 | | | | 6.2 | % |
Orlando | | | 3,699 | | | | 3,472 | | | | 6.5 | % |
| | | | | | | | | | |
Total rental and other revenues | | | 250,583 | | | | 243,430 | | | | 2.9 | % |
| | | | | | | | | | |
| | | | | | | | | | | | |
Property operating and maintenance expenses (exclusive of depreciation and amortization) | | | | | | | | | | | | |
Atlanta (2) | | | 42,236 | | | | 41,157 | | | | 2.6 | % |
Dallas | | | 21,048 | | | | 20,653 | | | | 1.9 | % |
Tampa | | | 10,379 | | | | 10,501 | | | | (1.2 | )% |
Washington, DC (2) | | | 7,960 | | | | 6,958 | | | | 14.4 | % |
Charlotte | | | 4,242 | | | | 4,230 | | | | 0.3 | % |
Houston | | | 5,468 | | | | 4,794 | | | | 14.1 | % |
Denver | | | 2,748 | | | | 2,888 | | | | (4.8 | )% |
New York | | | 1,511 | | | | 1,559 | | | | (3.1 | )% |
Orlando | | | 1,568 | | | | 1,544 | | | | 1.6 | % |
| | | | | | | | | | |
Total (2) | | | 97,160 | | | | 94,284 | | | | 3.1 | % |
| | | | | | | | | | |
| | | | | | | | | | | | |
Net operating income | | | | | | | | | | | | |
Atlanta (2) | | | 72,237 | | | | 72,001 | | | | 0.3 | % |
Dallas | | | 25,820 | | | | 24,524 | | | | 5.3 | % |
Tampa | | | 15,544 | | | | 13,931 | | | | 11.6 | % |
Washington, DC (2) | | | 15,108 | | | | 14,941 | | | | 1.1 | % |
Charlotte | | | 9,057 | | | | 8,549 | | | | 5.9 | % |
Houston | | | 4,524 | | | | 4,931 | | | | (8.3 | )% |
Denver | | | 5,355 | | | | 5,044 | | | | 6.2 | % |
New York | | | 3,647 | | | | 3,297 | | | | 10.6 | % |
Orlando | | | 2,131 | | | | 1,928 | | | | 10.5 | % |
| | | | | | | | | | |
Total same store NOI (2) | | $ | 153,423 | | | $ | 149,146 | | | | 2.9 | % |
| | | | | | | | | | |
| | |
(1) | | Excluding the impact of straight-lining long-term ground lease expense of $142 in Atlanta and $168 in Washington, D.C. property operating and maintenance expenses (exclusive of depreciation and amortization) would have been $10,093, $1,709 and $23,281, in Atlanta, Washington, D.C. and in total, respectively, and would have increased 4.6%, 3.8% and 1.3% in Atlanta, Washington, D.C. and in total, respectively, for the fourth quarter of 2005, compared to the fourth quarter of 2004. Excluding the impact of straight-lining long-term ground lease expense, NOI would have been $18,924, $4,159 and $40,545, in Atlanta, Washington, D.C. and in total, respectively, and would have increased 2.2%, 7.1% and 7.5% in Atlanta, Washington, D.C. and in total, respectively, for the fourth quarter of 2005, compared the fourth quarter of 2004. |
|
(2) | | Excluding the impact of straight-lining long-term ground lease expense of $571 in Atlanta and $680 in Washington, D.C. property operating and maintenance expenses (exclusive of depreciation and amortization) would have been $41,665, $7,280 and $95,909, in Atlanta, Washington, D.C. and in total, respectively, and would have increased 1.2%, 4.6% and 1.7% in Atlanta, Washington, D.C. and in total, respectively, for the twelve months ended December 31, 2005, compared to the same period in the prior year. Excluding the impact of straight-lining long-term ground lease expense, NOI would have been $72,808, $15,788 and $154,674, in Atlanta, Washington, D.C. and in total, respectively, and would have increased 1.1%, 5.7% and 3.7% in Atlanta, Washington, D.C. and in total, respectively, for the twelve months ended December 31, 2005, compared the same period in the prior year. |
27
Table 3
Reconciliation of Segment Cash Flow Data to Statements of Cash Flows
(Dollars in thousands)
| | | | | | | | | | | | | | | | |
| | Three months ended | | | Twelve months ended | |
| | December 31, | | | December 31, | |
| | 2005 | | | 2004 | | | 2005 | | | 2004 | |
Recurring capital expenditures by operating segment | | | | | | | | | | | | | | | | |
Same store | | $ | 2,531 | | | $ | 1,771 | | | $ | 8,482 | | | $ | 7,636 | |
Partially stabilized | | | 3 | | | | 10 | | | | 13 | | | | 25 | |
Construction and lease-up | | | — | | | | — | | | | — | | | | — | |
Other segments | | | 216 | | | | 490 | | | | 1,426 | �� | | | 2,223 | |
| | | | | | | | | | | | |
Total recurring capital expenditures per statements of cash flows | | $ | 2,750 | | | $ | 2,271 | | | $ | 9,921 | | | $ | 9,884 | |
| | | | | | | | | | | | |
| | | | | | | | | | | | | | | | |
Non-recurring capital expenditures by operating segment | | | | | | | | | | | | | | | | |
Same store | | $ | 1,595 | | | $ | 615 | | | $ | 3,460 | | | $ | 3,231 | |
Partially stabilized | | | — | | | | — | | | | — | | | | — | |
Construction and lease-up | | | — | | | | — | | | | — | | | | — | |
Other segments | | | 276 | | | | 386 | | | | 1,048 | | | | 1,374 | |
| | | | | | | | | | | | |
Total non-recurring capital expenditures per statements of cash flows | | $ | 1,871 | | | $ | 1,001 | | | $ | 4,508 | | | $ | 4,605 | |
| | | | | | | | | | | | |
28
Table 4
Computation of Interest and Fixed Charge Coverage Ratios
(Dollars in thousands)
| | | | | | | | |
| | Twelve months ended | |
| | December 31, | |
| | 2005 | | | 2004 | |
Income (loss) from continuing operations | | $ | 6,628 | | | $ | (26,282 | ) |
| | | | | | | | |
Minority interest of common unitholders | | | (53 | ) | | | (2,586 | ) |
Minority interest of preferred unitholders | | | — | | | | 3,780 | |
Gain on sale of technology investment | | | (5,267 | ) | | | — | |
Gains on sales of real estate assets — unconsolidated entities | | | (612 | ) | | | — | |
Depreciation expense | | | 76,248 | | | | 79,473 | |
Depreciation (company share) of assets held in unconsolidated entities | | | 969 | | | | 1,328 | |
Interest expense | | | 58,898 | | | | 63,552 | |
Interest expense (company share) of assets held in unconsolidated entities | | | 1,164 | | | | 1,179 | |
Amortization of deferred financing costs | | | 4,661 | | | | 4,304 | |
Termination of debt remarketing agreement (interest expense) | | | — | | | | 10,615 | |
Loss on early extinguishment of indebtedness | | | — | | | | 4,011 | |
| | | | | | |
| | | | | | | | |
Income available for debt service(A) | | $ | 142,636 | | | $ | 139,374 | |
| | | | | | |
| | | | | | | | |
Interest expense | | $ | 58,898 | | | | 63,552 | |
Interest expense (company share) of assets held in unconsolidated entities | | | 1,164 | | | | 1,179 | |
| | | | | | |
Interest expense for purposes of computation(B) | | | 60,062 | | | | 64,731 | |
Dividends and distributions to preferred shareholders and unitholders | | | 7,637 | | | | 12,105 | |
| | | | | | |
Fixed charges for purposes of computation(C) | | $ | 67,699 | | | $ | 76,836 | |
| | | | | | |
| | | | | | | | |
Interest coverage ratio(A÷B)(1) | | | 2.4 | x | | | 2.2 | x |
| | | | | | |
| | | | | | | | |
Fixed charge coverage ratio(A÷C)(1) | | | 2.1 | x | | | 1.8 | x |
| | | | | | |
| | |
(1) | | The interest coverage and fixed ratios, including charges associated with the termination of a debt remarketing agreement ($10,615) as interest expense, for the twelve months ended December 31, 2004, would be 1.8x and 1.6x, respectively. |
29
Table 5
Computation of Debt Ratios
(In thousands)
| | | | | | | | |
| | As of December 31, | |
| | 2005 | | | 2004 | |
Total real estate assets per balance sheet | | $ | 1,899,381 | | | $ | 1,977,719 | |
Plus: | | | | | | | | |
Company share of real estate assets held in unconsolidated entities | | | 39,800 | | | | 43,425 | |
Company share of accumulated depreciation — assets held in unconsolidated entities | | | 2,922 | | | | 3,399 | |
Accumulated depreciation per balance sheet | | | 516,954 | | | | 498,367 | |
Accumulated depreciation on assets held for sale | | | — | | | | 26,332 | |
| | | | | | |
Total undepreciated real estate assets(A) | | $ | 2,459,057 | | | $ | 2,549,242 | |
| | | | | | |
| | | | | | | | |
Total debt per balance sheet | | $ | 980,615 | | | $ | 1,129,478 | |
Plus: | | | | | | | | |
Company share of third party debt held in unconsolidated entities | | | 23,450 | | | | 29,214 | |
Less: | | | | | | | | |
Joint venture partners’ share of mortgage debt of the company | | | (3,879 | ) | | | — | |
| | | | | | |
Total debt (adjusted for joint venture partners’ share of debt)(B) | | $ | 1,000,186 | | | $ | 1,158,692 | |
| | | | | | |
| | | | | | | | |
Total debt as a % of undepreciated real estate assets (adjusted for joint venture partners’ share of debt)(B÷A) | | | 40.7 | % | | | 45.5 | % |
| | | | | | |
| | | | | | | | |
Total debt per balance sheet | | $ | 980,615 | | | $ | 1,129,478 | |
Plus: | | | | | | | | |
Company share of third party debt held in unconsolidated entities | | | 23,450 | | | | 29,214 | |
Preferred shares at liquidation value | | | 95,000 | | | | 95,000 | |
Less: | | | | | | | | |
Joint venture partners’ share of mortgage debt of the company | | | (3,879 | ) | | | — | |
| | | | | | |
Total debt and preferred equity (adjusted for joint venture partner’s share of debt)(C) | | $ | 1,095,186 | | | $ | 1,253,692 | |
| | | | | | |
| | | | | | | | |
Total debt and preferred equity as a % of undepreciated assets (adjusted for joint venture partners’ share of debt)(C÷A) | | | 44.5 | % | | | 49.2 | % |
| | | | | | |
30
Table 6
Calculation of Company Undepreciated Book Value Per Share
(In thousands)
| | | | |
| | December 31, | |
| | 2005 | |
Total shareholders’ equity, per balance sheet | | $ | 881,009 | |
Plus: | | | | |
Accumulated depreciation, per balance sheet | | | 516,954 | |
Minority interest of common unitholders in Operating Partnership, per balance sheet | | | 26,764 | |
Less: | | | | |
Deferred charges, net, per balance sheet | | | (11,624 | ) |
Preferred shares at liquidation value | | | (95,000 | ) |
| | | |
Total undepreciated book value(A) | | $ | 1,318,103 | |
| | | |
| | | | |
Total common shares and units(B) | | | 42,796 | |
| | | |
| | | | |
Company undepreciated book value per share(A÷B) | | $ | 30.80 | |
| | | |
31