þ | QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 |
o | TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 |
Georgia | 58-1550675 | |
Georgia | 58-2053632 | |
(State or other jurisdiction | (I.R.S. Employer | |
of incorporation or organization) | Identification No.) |
Post Properties, Inc.
|
Yes þ | No o | ||
Post Apartment Homes, L.P.
|
Yes þ | No o |
Post Properties, Inc.
|
Large Accelerated Filer þ | Accelerated Filer o | Non-Accelerated Filer o | |||
Post Apartment Homes, L.P.
|
Large Accelerated Filer o | Accelerated Filer o | Non-Accelerated Filer þ |
Post Properties, Inc.
|
Yes o | No þ | ||
Post Apartment Homes, L.P.
|
Yes o | No þ |
Page | ||||||||
Part I FINANCIAL INFORMATION |
||||||||
Item 1 Financial Statements |
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40 | ||||||||
58 | ||||||||
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64 | ||||||||
EX-31.1 SECTION 302 CERTIFICATION OF THE CEO | ||||||||
EX-31.2 SECTION 302 CERTIFICATION OF THE CFO | ||||||||
EX-32.1 SECTION 906 CERTIFICATION OF THE CEO | ||||||||
EX-32.2 SECTION 906 CERTIFICATION OF THE CFO |
June 30, | December 31, | |||||||
2007 | 2006 | |||||||
(Unaudited) | ||||||||
Assets |
||||||||
Real estate assets |
||||||||
Land |
$ | 270,406 | $ | 278,448 | ||||
Building and improvements |
1,838,702 | 1,821,123 | ||||||
Furniture, fixtures and equipment |
205,243 | 204,318 | ||||||
Construction in progress |
70,895 | 135,428 | ||||||
Land held for future development |
117,465 | 92,800 | ||||||
2,502,711 | 2,532,117 | |||||||
Less: accumulated depreciation |
(560,927 | ) | (547,477 | ) | ||||
For-sale condominiums |
52,046 | 28,295 | ||||||
Assets held for sale, net of accumulated depreciation of $0 and
$4,035 at June 30, 2007 and December 31, 2006, respectively |
7,086 | 15,645 | ||||||
Total real estate assets |
2,000,916 | 2,028,580 | ||||||
Investments in and advances to unconsolidated real estate entities |
31,223 | 32,794 | ||||||
Cash and cash equivalents |
5,463 | 3,663 | ||||||
Restricted cash |
4,647 | 5,203 | ||||||
Deferred charges, net |
11,258 | 12,400 | ||||||
Other assets |
38,630 | 34,007 | ||||||
Total assets |
$ | 2,092,137 | $ | 2,116,647 | ||||
Liabilities and shareholders equity |
||||||||
Indebtedness |
$ | 938,998 | $ | 1,033,779 | ||||
Accounts payable and accrued expenses |
93,462 | 75,403 | ||||||
Dividend and distribution payable |
21,831 | 19,886 | ||||||
Accrued interest payable |
4,828 | 4,885 | ||||||
Security deposits and prepaid rents |
9,876 | 9,915 | ||||||
Total liabilities |
1,068,995 | 1,143,868 | ||||||
Minority interest of common unitholders in Operating Partnership |
12,809 | 14,057 | ||||||
Minority interests in consolidated real estate entities |
3,110 | 2,268 | ||||||
Total minority interests |
15,919 | 16,325 | ||||||
Commitments and contingencies |
||||||||
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: |
||||||||
43,662 and 43,603 shares issued, 43,661 and 43,486 shares outstanding
at June 30, 2007 and December 31, 2006, respectively |
437 | 436 | ||||||
Additional paid-in-capital |
868,967 | 869,587 | ||||||
Accumulated earnings |
142,889 | 97,567 | ||||||
Accumulated other comprehensive income (loss) |
(2,379 | ) | (3,490 | ) | ||||
1,009,943 | 964,129 | |||||||
Less common stock in treasury, at cost, 66 and 175 shares
at June 30, 2007 and December 31, 2006, respectively |
(2,720 | ) | (7,675 | ) | ||||
Total shareholders equity |
1,007,223 | 956,454 | ||||||
Total liabilities and shareholders equity |
$ | 2,092,137 | $ | 2,116,647 | ||||
-1-
Three months ended | Six months ended | |||||||||||||||
June 30, | June 30, | |||||||||||||||
2007 | 2006 | 2007 | 2006 | |||||||||||||
Revenues |
||||||||||||||||
Rental |
$ | 73,885 | $ | 69,753 | $ | 147,347 | $ | 137,995 | ||||||||
Other property revenues |
4,296 | 4,428 | 8,264 | 8,325 | ||||||||||||
Other |
128 | 86 | 245 | 151 | ||||||||||||
Total revenues |
78,309 | 74,267 | 155,856 | 146,471 | ||||||||||||
Expenses |
||||||||||||||||
Property operating and maintenance (exclusive of items shown
separately below) |
36,649 | 33,751 | 72,531 | 67,054 | ||||||||||||
Depreciation |
17,059 | 16,747 | 34,103 | 33,135 | ||||||||||||
General and administrative |
5,959 | 4,632 | 11,407 | 9,058 | ||||||||||||
Investment and development |
1,933 | 1,618 | 3,461 | 3,168 | ||||||||||||
Total expenses |
61,600 | 56,748 | 121,502 | 112,415 | ||||||||||||
Operating income |
16,709 | 17,519 | 34,354 | 34,056 | ||||||||||||
Interest income |
213 | 331 | 463 | 582 | ||||||||||||
Interest expense |
(13,199 | ) | (13,469 | ) | (26,743 | ) | (27,016 | ) | ||||||||
Amortization of deferred financing costs |
(829 | ) | (833 | ) | (1,641 | ) | (1,769 | ) | ||||||||
Gains on sales of real estate assets, net |
62,716 | 8,569 | 66,400 | 8,411 | ||||||||||||
Equity in income of unconsolidated real estate entities |
310 | 412 | 814 | 724 | ||||||||||||
Other income (expense) |
(261 | ) | 272 | (522 | ) | 1,694 | ||||||||||
Minority interest in consolidated property partnerships |
(811 | ) | (63 | ) | (831 | ) | (92 | ) | ||||||||
Minority interest of common unitholders |
(911 | ) | (235 | ) | (996 | ) | (282 | ) | ||||||||
Income from continuing operations |
63,937 | 12,503 | 71,298 | 16,308 | ||||||||||||
Discontinued operations |
||||||||||||||||
Income from discontinued property operations, net of minority interest |
| 1,490 | 220 | 2,095 | ||||||||||||
Gains (losses) on sales of real estate assets, net of minority interest |
| (9 | ) | 16,890 | 382 | |||||||||||
Income from discontinued operations |
| 1,481 | 17,110 | 2,477 | ||||||||||||
Net income |
63,937 | 13,984 | 88,408 | 18,785 | ||||||||||||
Dividends to preferred shareholders |
(1,910 | ) | (1,910 | ) | (3,819 | ) | (3,819 | ) | ||||||||
Net income available to common shareholders |
$ | 62,027 | $ | 12,074 | $ | 84,589 | $ | 14,966 | ||||||||
Per common share data Basic |
||||||||||||||||
Income from continuing operations
(net of preferred dividends) |
$ | 1.43 | $ | 0.25 | $ | 1.55 | $ | 0.29 | ||||||||
Income from discontinued operations |
| 0.03 | 0.39 | 0.06 | ||||||||||||
Net income available to common shareholders |
$ | 1.43 | $ | 0.28 | $ | 1.95 | $ | 0.35 | ||||||||
Weighted average common shares outstanding basic |
43,463 | 42,817 | 43,416 | 42,351 | ||||||||||||
Per common share data Diluted |
||||||||||||||||
Income from continuing operations
(net of preferred dividends) |
$ | 1.40 | $ | 0.24 | $ | 1.53 | $ | 0.29 | ||||||||
Income from discontinued operations |
| $ | 0.03 | 0.39 | 0.06 | |||||||||||
Net income available to common shareholders |
$ | 1.40 | $ | 0.28 | $ | 1.91 | $ | 0.35 | ||||||||
Weighted average common shares outstanding diluted |
44,278 | 43,518 | 44,192 | 43,089 | ||||||||||||
-2-
Accumulated | ||||||||||||||||||||||||||||
Additional | Other | |||||||||||||||||||||||||||
Preferred | Common | Paid-in | Accumulated | Comprehensive | Treasury | |||||||||||||||||||||||
Stock | Stock | Capital | Earnings | Income (Loss) | Stock | Total | ||||||||||||||||||||||
Shareholders Equity and Accumulated
Earnings, December 31, 2006 |
$ | 29 | $ | 436 | $ | 869,587 | $ | 97,567 | $ | (3,490 | ) | $ | (7,675 | ) | $ | 956,454 | ||||||||||||
Comprehensive income |
||||||||||||||||||||||||||||
Net income |
| | | 88,408 | | | 88,408 | |||||||||||||||||||||
Net change in derivatives, net of minority
interest |
| | | | 1,111 | | 1,111 | |||||||||||||||||||||
Total comprehensive income |
89,519 | |||||||||||||||||||||||||||
Proceeds from employee stock purchase, stock
option and other plans |
| 1 | (1,265 | ) | | | 5,347 | 4,083 | ||||||||||||||||||||
Adjustment for minority interest of unitholders
in Operating Partnership upon conversion of
units into common shares and at dates of
capital transactions |
| | (1,311 | ) | | | 3,302 | 1,991 | ||||||||||||||||||||
Stock-based compensation, net of
minority interest |
| | 1,956 | | | | 1,956 | |||||||||||||||||||||
Treasury stock acquisitions |
| | | | | (3,694 | ) | (3,694 | ) | |||||||||||||||||||
Dividends to preferred shareholders |
| | | (3,819 | ) | | | (3,819 | ) | |||||||||||||||||||
Dividends to common shareholders
($0.90 per share) |
| | | (39,267 | ) | | | (39,267 | ) | |||||||||||||||||||
Shareholders Equity and Accumulated
Earnings, June 30, 2007 |
$ | 29 | $ | 437 | $ | 868,967 | $ | 142,889 | $ | (2,379 | ) | $ | (2,720 | ) | $ | 1,007,223 | ||||||||||||
-3-
Six months ended | ||||||||
June 30, | ||||||||
2007 | 2006 | |||||||
Cash Flows From Operating Activities |
||||||||
Net income |
$ | 88,408 | $ | 18,785 | ||||
Adjustments to reconcile net income to net cash provided by operating activities: |
||||||||
Depreciation |
34,103 | 34,488 | ||||||
Amortization of deferred financing costs |
1,641 | 1,769 | ||||||
Minority interest of common unitholders in Operating Partnership |
996 | 282 | ||||||
Minority interest in discontinued operations |
266 | 56 | ||||||
Minority interest in consolidated entities |
831 | 92 | ||||||
Gains on sales of real estate assets |
(83,553 | ) | (8,802 | ) | ||||
Other expense (income) |
562 | (1,101 | ) | |||||
Equity in income of unconsolidated entities |
(814 | ) | (724 | ) | ||||
Distributions of earnings of unconsolidated entities |
1,238 | 1,114 | ||||||
Deferred compensation |
277 | 377 | ||||||
Stock-based compensation |
1,985 | 1,334 | ||||||
Changes in assets, (increase) decrease in: |
||||||||
Other assets |
(3,641 | ) | (1,417 | ) | ||||
Deferred charges |
(15 | ) | (45 | ) | ||||
Changes in liabilities, increase (decrease) in: |
||||||||
Accrued interest payable |
(57 | ) | 23 | |||||
Accounts payable and accrued expenses |
2,153 | 4,998 | ||||||
Security deposits and prepaid rents |
517 | 721 | ||||||
Net cash provided by operating activities |
44,897 | 51,950 | ||||||
Cash Flows From Investing Activities |
||||||||
Construction, development and acquisition of real estate assets, net of payables |
(55,254 | ) | (136,460 | ) | ||||
Net proceeds from sales of real estate assets |
150,988 | 23,007 | ||||||
Capitalized interest |
(5,795 | ) | (4,138 | ) | ||||
Annually recurring capital expenditures |
(6,080 | ) | (5,914 | ) | ||||
Periodically recurring capital expenditures |
(3,867 | ) | (2,322 | ) | ||||
Community rehabilitation and other revenue generating capital expenditures |
(7,206 | ) | (2,837 | ) | ||||
Corporate additions and improvements |
(1,608 | ) | (983 | ) | ||||
Distributions from unconsolidated entities |
22,506 | 5,967 | ||||||
Note receivable collections and other investments |
230 | | ||||||
Net cash provided by (used in) investing activities |
93,914 | (123,680 | ) | |||||
Cash Flows From Financing Activities |
||||||||
Payments on indebtedness |
(27,969 | ) | (52,365 | ) | ||||
Proceeds from indebtedness |
| 190,000 | ||||||
Lines of credit repayments, net |
(67,632 | ) | (63,446 | ) | ||||
Payments of financing costs |
(246 | ) | (3,627 | ) | ||||
Treasury stock acquisitions |
(3,694 | ) | | |||||
Proceeds from employee stock purchase and stock options plans |
3,806 | 39,033 | ||||||
Capital contributions of minority interests |
430 | 9,055 | ||||||
Distributions to common unitholders |
(608 | ) | (1,045 | ) | ||||
Dividends paid to preferred shareholders |
(1,909 | ) | (3,819 | ) | ||||
Dividends paid to common shareholders |
(39,189 | ) | (37,923 | ) | ||||
Net cash provided by (used in) financing activities |
(137,011 | ) | 75,863 | |||||
Net increase in cash and cash equivalents |
1,800 | 4,133 | ||||||
Cash and cash equivalents, beginning of period |
3,663 | 6,410 | ||||||
Cash and cash equivalents, end of period |
$ | 5,463 | $ | 10,543 | ||||
-4-
1. | ORGANIZATION AND SIGNIFICANT ACCOUNTING POLICIES | |
Organization | ||
Post Properties, Inc. and its subsidiaries develop, own and manage upscale multifamily apartment communities in selected markets in the United States. As used herein, the term Company includes Post Properties, Inc. and its subsidiaries, including Post Apartment Homes, L.P. (the Operating Partnership), unless the context indicates otherwise. The Company, through its wholly-owned subsidiaries is the general partner and owns a majority interest in the Operating Partnership which, through its subsidiaries, conducts substantially all of the on-going operations of the Company. At July 31, 2007, the Company owned 22,209 apartment units in 62 apartment communities, including 1,351 apartment units in four communities held in unconsolidated entities and 1,477 apartment units in five communities (and the expansion of one community) currently under construction and/or in lease-up. The Company is also developing 367 for-sale condominium homes (including 137 units in one community held in an unconsolidated entity) and is converting apartment homes in three communities initially consisting of 470 units (including 121 units in one community held in an unconsolidated entity) into for-sale condominium homes through a taxable REIT subsidiary. At June 30, 2007, approximately 44.0%, 19.0%, 12.2% and 9.8% (on a unit basis) of the Companys operating communities were located in the Atlanta, Dallas, the greater Washington D.C. and Tampa metropolitan areas, respectively. | ||
The Company has elected to qualify and operate as a self-administrated and self-managed real estate investment trust (REIT) for federal income tax purposes. A REIT is a legal entity which holds real estate interests and is generally not subject to federal income tax on the income it distributes to its shareholders. | ||
At June 30, 2007, the Company had outstanding 43,661 shares of common stock and owned the same number of units of common limited partnership interests (Common Units) in the Operating Partnership, representing a 98.6% common ownership interest in the Operating Partnership. Common Units held by persons other than the Company totaled 609 at June 30, 2007 and represented a 1.4% common minority interest in the Operating Partnership. Each Common Unit may be redeemed by the holder thereof for either one share of Company common stock or cash equal to the fair market value thereof at the time of redemption, at the option of the Company. The Companys weighted average common ownership interest in the Operating Partnership was 98.6% and 98.0% for the three months ended and 98.5% and 97.8% for the six months ended June 30, 2007 and 2006, respectively. | ||
Basis of Presentation | ||
The accompanying unaudited financial statements have been prepared by the Companys management in accordance with generally accepted accounting principles for interim financial information and applicable rules and regulations of the Securities and Exchange Commission. Accordingly, they do not include all of the information and disclosures required by generally accepted accounting principles for complete financial statements. In the opinion of management, all adjustments (consisting only of normally recurring adjustments) considered necessary for a fair presentation have been included. The results of operations for the three and six months ended June 30, 2007 are not necessarily indicative of the results that may be expected for the full year. These financial statements should be read in conjunction with the Companys audited financial statements and notes thereto included in its Annual Report on Form 10-K for the year ended December 31, 2006. | ||
The accompanying unaudited consolidated financial statements include the consolidated accounts of the Company, the Operating Partnership and their wholly owned subsidiaries. The Company also consolidates other entities in which it has a controlling financial interest or entities where it is determined to be the primary beneficiary under Financial Accounting Standards Board Interpretation No. 46R (FIN 46R), Consolidation of Variable Interest Entities. Under FIN 46R, the primary beneficiary is required to consolidate a variable interest entity (VIE) for financial reporting purposes. The application of FIN 46R requires management to make significant estimates and judgments about the Companys and its other partners rights, obligations and economic interests in such entities. Accordingly, the Companys share of the net earnings or losses of entities accounted for using the equity method is included in consolidated net income. All significant inter-company accounts and transactions have been eliminated in consolidation. The minority interest of unitholders in the operations of the Operating Partnership is calculated based on the weighted average unit ownership during the period. | ||
Certain 2006 amounts have been reclassified to conform to the current years financial statement presentation. |
-5-
Revenue Recognition | ||
Residential properties are leased under operating leases with terms of generally one year. Rental revenues from residential leases are recognized on the straight-line method over the approximate life of the leases, which is generally one year. Under the terms of residential leases, the residents of the Companys residential communities are obligated to reimburse the Company for certain utility usage, water and electricity (at selected properties), where the Company is the primary obligor to the public utility entity. These utility reimbursements from residents are reflected as other property revenues in the consolidated statements of operations. | ||
Sales and the associated gains or losses of real estate assets and for-sale condominiums are recognized in accordance with the provisions of Statement of Financial Accounting Standards (SFAS) No. 66, Accounting for Sales of Real Estate. For condominium conversion projects, revenues from individual condominium unit sales are recognized upon the closing of the sale transactions (the Completed Contract Method), as all conditions for full profit recognition have been met at that time and the conversion construction periods are typically very short. Under SFAS No. 66, the Company uses the relative sales value method to allocate costs and recognize profits from condominium conversion sales. In accordance with SFAS No. 144, Accounting for the Impairment and Disposal of Long-Lived Assets, gains on sales of condominium units at complete community condominium conversion projects are included in discontinued operations. For condominium conversion projects relating to a portion of an existing apartment community, the Company also recognizes revenues and the associated gains under the Completed Contract Method, as discussed herein. Since a portion of an operating community does not meet the requirements of a component of an entity under SFAS No. 144, the revenues and gains on sales of condominium units at partial condominium communities are included in continuing operations. | ||
For newly developed condominiums, the Company accounts for each project under either the Completed Contract Method or the Percentage of Completion Method, based on a specific evaluation of the factors specified in SFAS No. 66. The factors used to determine the appropriate accounting method are the legal commitment of the purchaser in the real estate contract, whether the construction of the project is beyond a preliminary phase, sufficient units have been contracted to ensure the project will not revert to a rental project, the aggregate project sale proceeds and costs can be reasonably estimated and the buyer has made an adequate initial and continuing cash investment under the contract in accordance with SFAS No. 66. Under the Percentage of Completion Method, revenues and the associated gains are recognized over the project construction period generally based on the percentage of total project costs incurred to estimated total projects costs for each condominium unit under a binding real estate contract. As of June 30, 2007, no condominium projects are accounted for under the Percentage of Completion Method. | ||
In November 2006 the Financial Accounting Standards Board (FASB) ratified Emerging Issues Task Force (EITF) Issue No. 06-8 (EITF No. 06-8), Applicability of the Assessment of a Buyers Continuing Investment under FASB Statement No. 66 for Sales of Condominiums. EITF No. 06-8 provided additional guidance on whether the seller of a condominium unit is required to evaluate the buyers continuing investment under SFAS No. 66 in order to recognize profit from the sale under the percentage of completion method. The EITF concluded that both the buyers initial and continuing investment must meet the criteria in SFAS No. 66 in order for condominium sale profits to be recognized under the percentage of completion method. Sales of condominiums not meeting the continuing investment test must be accounted for under the deposit method (a method consistent with the Companys above stated Completed Contract Method). EITF No. 06-8 is effective January 1, 2008. As discussed above, the Company accounts for condominium sales using similar criteria to those stated in EITF No. 06-8. As a result, the Company does not expect that the adoption of EITF No. 06-8 will have a material impact on the Companys financial position or results of operations. | ||
Recently Issued and Adopted Accounting Pronouncements | ||
FASB Interpretation No. 48 (FIN 48), Accounting for Uncertainty in Income Taxes an interpretation of FASB Statement 109, was issued in July 2006. FIN 48 clarifies guidance on the recognition and measurement of uncertain tax positions and establishes a more likely than not standard for the evaluation of whether such tax positions can be recognized in the Companys financial statements. Previously recognized tax positions that do not meet the more likely than not criteria were required to be adjusted on the implementation date. Additionally, FIN 48 requires additional disclosure regarding the nature and amount of uncertain tax positions, if any. The Company adopted FIN 48 on January 1, 2007 and the adoption did not have a material impact on the Companys financial position and results of operations (see note 11). | ||
SFAS No. 157, Fair Value Measurements, was issued in September 2006. SFAS No. 157 provides a definition of fair value and establishes a framework for measuring fair value. SFAS No. 157 clarified the definition of fair value in an effort to eliminate inconsistencies in the application of fair value under generally accepted accounting principles. Additional disclosure focusing on the methods used to determine fair value is also required. SFAS No. 157 is effective for financial statements issued for fiscal |
-6-
years beginning after November 15, 2007 and should be applied prospectively. The Company does not expect that the adoption of SFAS No. 157 will have a material impact on the Companys financial position and results of operations. | ||
2. | REAL ESTATE ACQUISITION AND DISPOSITION ACTIVITY | |
Acquisitions | ||
In July 2007, the Company acquired an apartment community, containing 350 units, in Orlando, Florida for approximately $75,500, including closing costs. Additionally, the Company plans to spend approximately $1,250 to improve the community. The Company also acquired an adjacent land site for future residential development. | ||
In March 2006, the Company acquired two apartment communities, containing 308 units, in Austin, Texas for approximately $46,400, including closing costs. Through June 30, 2007, the Company spent approximately $1,139 to improve these communities. The purchase price of these communities was allocated to the assets acquired based on their estimated fair values. | ||
Dispositions | ||
The Company classifies real estate assets as held for sale after the approval of its board of directors and after the Company has commenced an active program to sell the assets. At June 30, 2007, the Company had certain parcels of land classified as held for sale. These land parcels are reflected in the accompanying consolidated balance sheet at $7,086, which represents the lower of their cost or fair value less costs to sell. At June 30, 2007, the Company also had portions of two communities being converted to condominiums, originally containing 349 units, and certain completed condominium units at a newly developed community totaling $52,046 classified as for-sale condominiums on the accompanying consolidated balance sheet. | ||
In the three months ended June 30, 2007, the Company transferred two operating apartment communities to a newly formed unconsolidated entity in which the Company retained a 25% non-controlling interest, for aggregate proceeds of approximately $89,351. This transaction resulted in a gain on sale of real estate in continuing operations totaling approximately $55,300 for the three and six months ended June 30, 2007. Additionally, the unconsolidated entity obtained mortgage financing secured by the apartment communities totaling approximately $85,723, of which approximately $21,431 was distributed to the Company. For the three and six months ended June 30, 2007, gains on sales of real estate assets in continuing operations included gains of $1,740 and $3,938, respectively, on the sale of land sites, including one site with an associated corporate facility previously used in the Companys landscape and maintenance operations. | ||
For the three and six months ended June 30, 2007 and 2006, income from operations also included net gains from condominium sales activities at newly developed and condominium conversion projects representing portions of existing communities. In addition to the condominium gains included in continuing operations, the Company expensed certain sales and marketing costs associated with new condominium communities under development and such costs are included in condominium expenses in the table below. A summary of revenues and costs and expenses of condominium activities included in continuing operations for the three and six months ended June 30, 2007 and 2006 was as follows: |
Three months ended | Six months ended | |||||||||||||||
June 30, | June 30, | |||||||||||||||
2007 | 2006 | 2007 | 2006 | |||||||||||||
Condominium revenues |
$ | 25,222 | $ | 18,463 | $ | 31,091 | $ | 18,463 | ||||||||
Condominium costs and expenses |
(19,546 | ) | (9,894 | ) | (23,929 | ) | (10,052 | ) | ||||||||
Gains on sales of condominiums, net |
$ | 5,676 | $ | 8,569 | $ | 7,162 | $ | 8,411 | ||||||||
-7-
Three months ended | Six months ended | |||||||||||||||
June 30, | June 30, | |||||||||||||||
2007 | 2006 | 2007 | 2006 | |||||||||||||
Revenues |
||||||||||||||||
Rental |
$ | | $ | 3,784 | $ | 463 | $ | 7,549 | ||||||||
Other property revenues |
| 428 | 27 | 804 | ||||||||||||
Total revenues |
| 4,212 | 490 | 8,353 | ||||||||||||
Expenses |
||||||||||||||||
Property operating and maintenance (exclusive of items shown
separately below) |
| 1,496 | 211 | 3,046 | ||||||||||||
Depreciation |
| 286 | | 1,353 | ||||||||||||
Interest |
| 908 | 56 | 1,812 | ||||||||||||
Total expenses |
| 2,690 | 267 | 6,211 | ||||||||||||
Income from discontinued property operations
before minority interest |
| 1,522 | 223 | 2,142 | ||||||||||||
Minority interest |
| (32 | ) | (3 | ) | (47 | ) | |||||||||
Income from discontinued property operations |
$ | | $ | 1,490 | $ | 220 | $ | 2,095 | ||||||||
Three months ended | Six months ended | |||||||||||||||
June 30, | June 30, | |||||||||||||||
2007 | 2006 | 2007 | 2006 | |||||||||||||
Condominium revenues |
$ | | $ | 3,522 | $ | 560 | $ | 6,518 | ||||||||
Condominium costs and expenses |
| (3,532 | ) | (381 | ) | (6,127 | ) | |||||||||
Gains on condominium sales, before minority interest |
| (10 | ) | 179 | 391 | |||||||||||
Minority interest |
| 1 | (3 | ) | (9 | ) | ||||||||||
Gains (losses) on condominium sales, net of
minority interest |
$ | | $ | (9 | ) | $ | 176 | $ | 382 | |||||||
3. | INVESTMENTS IN UNCONSOLIDATED REAL ESTATE ENTITIES | |
Apartment and Condominium Conversion Communities | ||
At June 30, 2007, the Company holds investments in four individual limited liability companies (the Property LLCs) with institutional investors. Three of the Property LLCs own apartment communities. The fourth Property LLC is completing the sell-out of a condominium conversion community, initially consisting of 121 units. At June 30, 2007, the Property LLC converting its units into condominiums had one unit remaining to sell. The Company holds a 35% equity interest in two Property LLCs, each owning one apartment community and the Property LLC completing the condominium conversion and sale process. The Company holds a 25% interest in the remaining Property LLC owning two apartment communities. | ||
In May 2007, the Companys investment in the 25% owned Property LLC resulted from the transfer of two previously owned apartment communities to the Property LLC co-owned with an institutional investor. The assets, liabilities and members equity of the Property LLC were recorded at fair value based on agreed-upon amounts contributed to the venture. At June 30, 2007, the Companys investment in the 25% owned Property LLC reflects a credit investment of $9,850 resulting from distributions of |
-8-
financing proceeds in excess of the Companys historical cost investment. The credit investment is reflected in consolidated liabilities on the Companys consolidated balance sheet. | ||
The Company accounts for its investments in these Property LLCs using the equity method of accounting. At June 30, 2007, the Companys investment in the 35% owned Property LLCs totaled $14,573. The excess of the Companys investment over its equity in the underlying net assets of the 35% owned Property LLCs was approximately $5,276 at June 30, 2007. 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 Company provides real estate services (property and asset management) to the Property LLCs for which it earns fees. | ||
The operating results of the Company include its allocable share of net income from the investments in the Property LLCs. A summary of financial information for the Property LLCs in the aggregate is as follows: |
June 30, | December 31, | |||||||
Balance Sheet Data | 2007 | 2006 | ||||||
Real estate assets, net of accumulated depreciation of
$12,551 and $11,039, respectively |
$ | 211,429 | $ | 93,614 | ||||
Assets held for sale, net |
| 3,027 | ||||||
Cash and other |
6,155 | 4,067 | ||||||
Total assets |
$ | 217,584 | $ | 100,708 | ||||
Mortgage notes payable |
$ | 152,719 | $ | 66,998 | ||||
Other liabilities |
2,614 | 1,107 | ||||||
Total liabilities |
155,333 | 68,105 | ||||||
Members equity |
62,251 | 32,603 | ||||||
Total liabilities and members equity |
$ | 217,584 | $ | 100,708 | ||||
Companys net equity investment in Property LLCs |
$ | 4,723 | $ | 16,883 | ||||
Three months ended | Six months ended | |||||||||||||||
June 30, | June 30, | |||||||||||||||
Income Statement Data | 2007 | 2006 | 2007 | 2006 | ||||||||||||
Revenues |
||||||||||||||||
Rental |
$ | 4,142 | $ | 2,859 | $ | 6,955 | $ | 5,648 | ||||||||
Other property revenues |
326 | 244 | 516 | 478 | ||||||||||||
Total revenues |
4,468 | 3,103 | 7,471 | 6,126 | ||||||||||||
Expenses |
||||||||||||||||
Property operating and maintenance |
1,520 | 928 | 2,532 | 1,913 | ||||||||||||
Depreciation and amortization |
1,281 | 661 | 1,942 | 1,320 | ||||||||||||
Interest |
1,331 | 688 | 2,019 | 1,376 | ||||||||||||
Total expenses |
4,132 | 2,277 | 6,493 | 4,609 | ||||||||||||
Income from continuing operations |
336 | 826 | 978 | 1,517 | ||||||||||||
Discontinued operations |
||||||||||||||||
Income (loss) from discontinued operations |
10 | (120 | ) | 31 | (283 | ) | ||||||||||
Gains (losses) on sales of real estate assets, net |
(83 | ) | 502 | 775 | 899 | |||||||||||
Income from discontinued operations |
(73 | ) | 382 | 806 | 616 | |||||||||||
Net income |
$ | 263 | $ | 1,208 | $ | 1,784 | $ | 2,133 | ||||||||
Companys share of net income |
$ | 310 | $ | 412 | $ | 814 | $ | 724 | ||||||||
-9-
Three months ended | Six months ended | |||||||||||||||
June 30, | June 30, | |||||||||||||||
2007 | 2006 | 2007 | 2006 | |||||||||||||
Condominium revenues |
$ | 220 | $ | 5,138 | $ | 4,332 | $ | 9,224 | ||||||||
Condominium costs and expenses |
(303 | ) | (4,636 | ) | (3,557 | ) | (8,325 | ) | ||||||||
Gains (losses) on condominium sales, net |
$ | (83 | ) | $ | 502 | $ | 775 | $ | 899 | |||||||
At June 30, 2007, mortgage notes payable include a $49,998 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 2034. The note is callable by the lender in 2009 and on each successive fifth year anniversary of the note thereafter. The note is prepayable without penalty in 2008. An additional mortgage note payable totaling $17,000 bears interest at a fixed rate of 4.04%, requires interest only payments and matures in 2008. Two additional mortgage notes entered into in conjunction with the formation of the 25% owned Property LLC in May 2007 totaling $85,723 bear interest at 5.63% and mature in 2017. | ||
Land Entities | ||
At June 30, 2007, the Company holds a 50% equity interest in a limited liability company whose sole investment consists of a partnership interest in an entity (the Land Partnership) which holds land for future development. At June 30, 2007, the Land Partnership had total assets of $32,240, principally land and pre-development costs, total liabilities of $15,016 (including a secured note payable of $12,000 to the Company) and total equity of $17,224 (including the Companys equity investment of $4,650). In July 2007, the Land Partnership commenced construction of a mixed-use development, consisting of for-sale condominiums and class A office space, financed through additional equity contributions totaling approximately $17,115 and through borrowings under a $187,128 construction loan facility bearing interest at LIBOR plus 1.35%. | ||
4. | INDEBTEDNESS | |
At June 30, 2007 and December 31, 2006, the Companys indebtedness consisted of the following: |
Payment | Maturity | June 30, | December 31, | |||||||||||||
Description | Terms | Interest Rate | Date | 2007 | 2006 | |||||||||||
Senior Unsecured Notes
|
Int. | 5.13% 7.70 | % | 2007-2013 | $ | 535,000 | $ | 560,000 | ||||||||
Unsecured Lines of Credit |
||||||||||||||||
Syndicated Line of Credit
|
N/A | LIBOR + 0.575 | %(1) | 2010 | 35,000 | 95,000 | ||||||||||
Cash Management Line
|
N/A | LIBOR + 0.575 | % | 2010 | 6,281 | 13,913 | ||||||||||
41,281 | 108,913 | |||||||||||||||
Fixed Rate Secured Notes |
||||||||||||||||
FNMA
|
Prin. and Int. | 6.15 | %(2) | 2029 | 95,600 | 95,600 | ||||||||||
Other
|
Prin. and Int. | 4.27% 7.69 | %(2) | 2007-2013 | 257,222 | 259,371 | ||||||||||
352,822 | 354,971 | |||||||||||||||
Tax-Exempt Floating Rate |
||||||||||||||||
Secured Bonds
|
Int. | 3.73 | %(3) | 2025 | 9,895 | 9,895 | ||||||||||
Total
|
$ | 938,998 | $ | 1,033,779 | ||||||||||||
(1) | Represents stated rate. At June 30, 2007, the weighted average interest rate was 5.52%. | |
(2) | Interest rate is fixed at 6.15%, inclusive of credit enhancement and other fees, to 2009 through an interest rate swap arrangement. | |
(3) | FNMA credit enhanced bond indebtedness. Interest based on FNMA AAA tax-exempt rate plus credit enhancement and other fees of 0.639%. Interest rate represents the rate at June 30, 2007 before credit enhancements. The Company has outstanding interest rate cap arrangements that limit the Companys exposure to increases in the base interest rate to 5%. |
-10-
Remainder of 2007 |
$ | 86,041 | ||
2008 |
5,230 | |||
2009 |
76,618 | |||
2010 |
230,009 | (1) | ||
2011 |
141,831 | |||
Thereafter |
399,269 | |||
$ | 938,998 | |||
(1) | Includes outstanding balances on lines of credit totaling $41,281. |
Debt retirements | ||
Upon their maturity in June 2007, the Company repaid $25,000 of 6.11% senior unsecured notes from available borrowings under its unsecured line of credit. | ||
In July 2007, the Company repaid $83,132 of secured mortgage notes with interest rates ranging from 6.29% to 7.69%, from borrowings under its unsecured line of credit. These mortgage notes were scheduled to mature in October 2007. | ||
Unsecured Lines of Credit | ||
At June 30, 2007, the Company utilizes a $450,000 syndicated unsecured revolving line of credit (the Syndicated Line) that matures in April 2010 for its short-term financing needs. The Syndicated Line currently has a stated interest rate of LIBOR plus 0.575% or the prime rate and was provided by a syndicate of 11 banks led by Wachovia Bank, N.A. and JP Morgan Securities, Inc. Additionally, the Syndicated Line requires the payment of annual facility fees currently equal to 0.15% of the aggregate loan commitment. The Syndicated Line provides for the interest rate and facility fee rate to be adjusted up or down based on changes in the credit ratings on the Companys senior unsecured debt. The rates under the Syndicated Line are based on the higher of the Companys unsecured debt ratings in instances where the Company has split unsecured debt ratings. The Syndicated Line also includes a competitive bid option for short-term funds up to 50% of the loan commitment at rates generally below the stated line rate. The credit agreement for the Syndicated Line contains customary restrictions, representations, covenants and events of default, including fixed charge coverage and maximum leverage ratios. The Syndicated Line also restricts the amount of capital the Company can invest in specific categories of assets, such as improved land, properties under construction, condominium properties, non-multifamily properties, debt or equity securities, notes receivable and unconsolidated affiliates. At June 30, 2007, the Company had issued letters of credit to third parties totaling $2,078 under this facility. | ||
Additionally, at June 30, 2007, the Company had a $30,000 unsecured line of credit with Wachovia Bank, N.A. (the Cash Management Line). The Cash Management Line matures in April 2010 and carries pricing and terms, including debt covenants, substantially consistent with the Syndicated Line. |
-11-
5. | SHAREHOLDERS EQUITY | |
Computation of Earnings Per Common Share | ||
For the three and six months ended June 30, 2007 and 2006, a reconciliation of the numerator and denominator used in the computation of basic and diluted income from continuing operations per common share is as follows: |
Three months ended | Six months ended | |||||||||||||||
June 30, | June 30, | |||||||||||||||
2007 | 2006 | 2007 | 2006 | |||||||||||||
Income from continuing operations available to common
shareholders (numerator): |
||||||||||||||||
Income from continuing operations |
$ | 63,937 | $ | 12,503 | $ | 71,298 | $ | 16,308 | ||||||||
Less: Preferred stock dividends |
(1,910 | ) | (1,910 | ) | (3,819 | ) | (3,819 | ) | ||||||||
Income from continuing operations available to
common shareholders |
$ | 62,027 | $ | 10,593 | $ | 67,479 | $ | 12,489 | ||||||||
Common shares (denominator): |
||||||||||||||||
Weighted average shares outstanding basic |
43,463 | 42,817 | 43,416 | 42,351 | ||||||||||||
Dilutive shares from stock options and awards |
815 | 701 | 776 | 738 | ||||||||||||
Weighted average shares outstanding diluted |
44,278 | 43,518 | 44,192 | 43,089 | ||||||||||||
For the three and six months ended June 30, 2007 and 2006, stock options to purchase 213 and 307 shares of common stock, respectively, and 183 and 280, respectively, were excluded from the computation of diluted earnings per common share as these stock options and awards were antidilutive. | ||
6. | DERIVATIVE FINANCIAL INSTRUMENTS | |
At June 30, 2007, the Company had an outstanding interest rate swap agreement with a notional value of approximately $95,510 with a maturity date in 2009. The swap arrangement is a variable to fixed rate swap at a fixed rate of 5.21% and the swap was designated as a cash flow hedge of the Companys FNMA variable rate debt. This swap was entered into following the termination of a prior swap arrangement that became ineffective under generally accepted accounting principles (SFAS No. 133, Accounting for Derivative Investments and Hedging Activities, as amended) in the first quarter of 2006. The interest rate swap agreement is included on the accompanying consolidated balance sheet at fair value. At June 30, 2007, the fair value of the interest rate swap agreement represented a liability of $27, and the liability was included in consolidated liabilities in the accompanying consolidated balance sheet. The change in the value of this cash flow hedge was recorded as a change in accumulated other comprehensive income (loss), a shareholders equity account, in the accompanying consolidated balance sheet. | ||
In early 2006, a previous interest rate swap arrangement, accounted for as a cash flow hedge, became ineffective under generally accepted accounting principles (SFAS No. 133, as amended). As a result, the gross increase in the market value of the interest rate swap arrangement of $1,655 through the April 2006 termination of the swap was recognized in other income in the consolidated statement of operations. In addition, under SFAS No. 133, as amended, the Company is required to amortize into interest expense the cumulative unrecognized loss on the terminated interest rate swap arrangement of $4,021, included in shareholders equity, over the remaining life of the swap through 2009. Total amortization expense related to this swap was $281 and $281 for the three months ended and $562 and $554 for the six months ended June 30, 2007 and 2006, respectively. | ||
At June 30, 2007, the Company had outstanding an interest rate cap agreement with a financial institution with a notional value of $28,495. Through mid-December 2006, this interest rate cap agreement was a cash flow hedge that provided a fixed interest ceiling at 5% for the Companys variable rate, tax-exempt borrowings. As a result of the repayment of tax-exempt indebtedness in December 2006, the portion of this interest rate cap arrangement with a notional amount of $18,600 associated with this indebtedness became ineffective for accounting purposes. The Company is required to maintain the interest rate exposure protection under the terms of the financing arrangements for outstanding tax-exempt borrowings of $9,895 at June 30, 2007. The interest rate cap arrangement is included on the accompanying balance sheet at fair value. The change in fair value of the ineffective portion of the arrangement is included in the statement of operations. Such amount was not material in the three and six months ended June 30, 2007. At June 30, 2007, the difference between the amortized costs of the cash flow hedge associated with the $9,895 tax-exempt borrowings and its $0 fair value is included in accumulated other comprehensive income (loss), a |
-12-
shareholders equity account. The original cost of $126 of the remaining cash flow hedge is being amortized to expense over the five-year term. | ||
A summary of comprehensive income for the three and six months ended June 30, 2007 and 2006 is as follows: |
Three months ended | Six months ended | |||||||||||||||
June 30, | June 30, | |||||||||||||||
2007 | 2006 | 2007 | 2006 | |||||||||||||
Net income |
$ | 63,937 | $ | 13,984 | $ | 88,408 | $ | 18,785 | ||||||||
Change in derivatives, net of minority interest (1) |
1,044 | 931 | 1,111 | 1,217 | ||||||||||||
Comprehensive income |
$ | 64,981 | $ | 14,915 | $ | 89,519 | $ | 20,002 | ||||||||
(1) | For the three and six months ended June 30, 2007 and 2006, the change in derivatives balance includes an adjustment of $281 ($277 net of minority interest) and $281 ($275 net of minority interest), respectively, and $562 ($554 net of minority interest) and $554 ($542 net of minority interest), respectively, for amortized swap costs included in net income. |
7. | SEGMENT INFORMATION | |
Segment Description | ||
In accordance with SFAS No. 131, Disclosure About the Segments of an Enterprise and Related Information, the Company presents segment information based on the way that management organizes the segments within the enterprise for making operating decisions and assessing performance. The segment information is prepared on the same basis as the internally reported information used by the Companys chief operating decision makers to manage the business. | ||
The Companys chief operating decision makers focus on the Companys primary sources of income from apartment community rental operations. Apartment community rental operations are generally broken down into four segments based on the various stages in the apartment community ownership lifecycle. These segments are described below. All commercial properties and other ancillary service and support operations are combined in the line item other in the accompanying segment information. The segment information presented below reflects the segment categories based on the lifecycle status of each community as of January 1, 2006. The segment information for the three and six months ended June 30, 2006 has been adjusted due to the restatement impact of reclassifying the operating results of the assets designated as held for sale or sold in 2006 to discontinued operations under SFAS No. 144 (see note 2). |
| Fully stabilized communities those apartment communities which have been stabilized (the earlier of the point at which a property reaches 95% occupancy or one year after completion of construction) for both the current and prior year. | ||
| Development, rehabilitation and lease-up communities those apartment communities under development, rehabilitation and lease-up during the period. | ||
| Condominium conversion and other communities those portions of existing apartment communities being converted into condominiums and other communities converted, or expected to be converted, to joint venture ownership that are reflected in continuing operations. | ||
| Acquired communities those communities acquired in the current or prior year. |
-13-
Three months ended | Six months ended | |||||||||||||||
June 30, | June 30, | |||||||||||||||
2007 | 2006 | 2007 | 2006 | |||||||||||||
Revenues |
||||||||||||||||
Fully stabilized communities |
$ | 62,883 | $ | 60,184 | $ | 124,786 | $ | 118,938 | ||||||||
Development, rehabilitation and lease-up communities |
3,513 | 2,403 | 6,338 | 4,966 | ||||||||||||
Condominium conversion and other communities |
2,760 | 4,362 | 6,784 | 9,070 | ||||||||||||
Acquired communities |
2,939 | 1,102 | 5,780 | 1,457 | ||||||||||||
Other property segments |
6,086 | 6,130 | 11,923 | 11,889 | ||||||||||||
Other |
128 | 86 | 245 | 151 | ||||||||||||
Consolidated revenues |
$ | 78,309 | $ | 74,267 | $ | 155,856 | $ | 146,471 | ||||||||
Contribution to Property Net Operating Income |
||||||||||||||||
Fully stabilized communities |
$ | 38,679 | $ | 37,126 | $ | 76,984 | $ | 73,230 | ||||||||
Development, rehabilitation and lease-up communities |
1,271 | 1,303 | 2,169 | 2,777 | ||||||||||||
Condominium conversion and other communities |
1,505 | 2,545 | 3,855 | 5,441 | ||||||||||||
Acquired communities |
1,802 | 468 | 3,430 | 664 | ||||||||||||
Other property segments, including corporate management expenses |
(1,725 | ) | (1,012 | ) | (3,358 | ) | (2,846 | ) | ||||||||
Consolidated property net operating income |
41,532 | 40,430 | 83,080 | 79,266 | ||||||||||||
Interest income |
213 | 331 | 463 | 582 | ||||||||||||
Other revenues |
128 | 86 | 245 | 151 | ||||||||||||
Minority interest in consolidated property partnerships |
(811 | ) | (63 | ) | (831 | ) | (92 | ) | ||||||||
Depreciation |
(17,059 | ) | (16,747 | ) | (34,103 | ) | (33,135 | ) | ||||||||
Interest expense |
(13,199 | ) | (13,469 | ) | (26,743 | ) | (27,016 | ) | ||||||||
Amortization of deferred financing costs |
(829 | ) | (833 | ) | (1,641 | ) | (1,769 | ) | ||||||||
General and administrative |
(5,959 | ) | (4,632 | ) | (11,407 | ) | (9,058 | ) | ||||||||
Investment and development |
(1,933 | ) | (1,618 | ) | (3,461 | ) | (3,168 | ) | ||||||||
Gains on sales of real estate assets, net |
62,716 | 8,569 | 66,400 | 8,411 | ||||||||||||
Equity in income of unconsolidated real estate entities |
310 | 412 | 814 | 724 | ||||||||||||
Other income (expense) |
(261 | ) | 272 | (522 | ) | 1,694 | ||||||||||
Minority interest of common unitholders |
(911 | ) | (235 | ) | (996 | ) | (282 | ) | ||||||||
Income from continuing operations |
63,937 | 12,503 | 71,298 | 16,308 | ||||||||||||
Income from discontinued operations |
| 1,481 | 17,110 | 2,477 | ||||||||||||
Net income |
$ | 63,937 | $ | 13,984 | $ | 88,408 | $ | 18,785 | ||||||||
-14-
8. | SEVERANCE COSTS | |
In prior years, the Company recorded severance charges associated with the departure of certain executive officers of the Company. Under certain of these arrangements, the Company is required to make certain payments and provide specified benefits through 2013 and 2016. The following table summarizes the activity relating to aggregate severance charges for the six months ended June 30, 2007 and 2006: |
Six months ended | ||||||||
June 30, | ||||||||
2007 | 2006 | |||||||
Accrued severance charges, beginning of period |
$ | 12,832 | $ | 14,325 | ||||
Severance charges |
283 | | ||||||
Payments for period |
(1,518 | ) | (1,495 | ) | ||||
Interest accretion |
370 | 424 | ||||||
Accrued severance charges, end of period |
$ | 11,967 | $ | 13,254 | ||||
9. | SUPPLEMENTAL CASH FLOW INFORMATION | |
Interest paid (including capitalized amounts of $5,795 and $4,138 for the six months ended June 30, 2007 and 2006, respectively), aggregated $32,651 and $32,600 for the six months ended June 30, 2007 and 2006, respectively. | ||
For the six months ended June 30, 2007 and 2006, the Company and the Companys taxable REIT subsidiaries made income tax payments to federal and state taxing authorities totaling $1,062 and $401, respectively. | ||
Non-cash investing and financing activities for the six months ended June 30, 2007 and 2006 were as follows: | ||
For the six months ended June 30, 2007 and 2006, the Company amortized approximately $562 ($554 net of minority interest) and $554 ($542 net of minority interest), respectively, of accumulated other comprehensive non-cash losses into earnings related to an interest rate swap derivative financial instrument (see note 6). Other than the amortization discussed herein, for the six months ended June 30, 2007 the Companys derivative financial instruments, accounted for as cash flow hedges, increased in value causing a decrease in accounts payable and accrued expenses and a corresponding decrease in shareholders equity of $566 ($558, net of minority interest). For the six months ended June 30, 2006, the Companys derivative financial instruments accounted for as cash flow hedges increased in value causing a decrease in accounts payable and accrued expenses and a corresponding increase in shareholders equity of $690 ($675 net of minority interest). | ||
For the six months ended June 30, 2007 and 2006, Common Units in the Operating Partnership totaling 73 and 688, respectively, were converted into Company common shares on a one-for-one basis. The net effect of the conversion of Common Units of the Operating Partnership to common shares of the Company and the adjustments to minority interest for the impact of the Companys employee stock purchase and stock options plans, decreased minority interest and increased shareholders equity in the amounts of $1,991 and $12,835 for the six months ended June 30, 2007 and 2006, respectively. | ||
The Operating Partnership committed to distribute $21,831 and $19,764 for the three months ended June 30, 2007 and 2006, respectively. As a result, the Company declared dividends of $19,647 and $19,441 for the three months ended June 30, 2007 and 2006, respectively. The remaining distributions from the Operating Partnership in the amount of $274 and $323 for the three months ended June 30, 2007 and 2006, respectively, are distributed to minority interest unitholders in the Operating Partnership. | ||
For the six months ended June 30, 2007 and 2006, the Company issued common shares for director compensation, totaling $277 and $377, respectively. These stock issuances were non-cash transactions. | ||
10. | STOCK-BASED COMPENSATION PLANS | |
Stock Compensation Plans | ||
Effective January 1, 2006, the Company accounts for stock-based compensation using the fair value method prescribed in SFAS No. 123R (see note 1). Other than the required modification under SFAS No. 123R to use an estimated forfeiture rate for award terminations and forfeitures, the adoption of SFAS 123R did not have a material impact on the Companys accounting for stock-based compensation. The cumulative impact of this modification on awards granted prior to January 1, 2006 was $172 and the amount was reflected as a reduction of compensation expense for the six months ended June 30, 2006. |
-15-
Incentive Stock Plans | ||
Incentive stock awards are granted under the Companys 2003 Incentive Stock Plan (the 2003 Stock Plan). Under the 2003 Stock Plan, an aggregate of 4,000 shares of common stock were reserved for issuance. Of this amount, not more than 500 shares of common stock are available for grants of restricted stock. The exercise price of each option granted under the 2003 Stock Plan may not be less than the market price of the Companys common stock on the date of the option grant and all options may have a maximum life of ten years. Participants receiving restricted stock grants are generally eligible to vote such shares and receive dividends on such shares. Substantially all stock option and restricted stock grants are subject to annual vesting provisions (generally three to five years) as determined by the compensation committee overseeing the 2003 Stock Plan. At June 30, 2007, stock options outstanding under the 2003 Stock Plan and the Companys previous stock plan totaled 2,473. | ||
Compensation costs for stock options have been estimated on the grant date using the Black-Scholes option-pricing method. The weighted average assumptions used in the Black-Scholes option-pricing model were as follows: |
Six months ended | ||||||||
June 30, | ||||||||
2007 | 2006 | |||||||
Dividend yield |
3.8 | % | 4.5 | % | ||||
Expected volatility |
18.1 | % | 17.5 | % | ||||
Risk-free interest rate |
4.8 | % | 4.3 | % | ||||
Expected option term (years) |
5.0 | 5.0 |
Six months ended | ||||||||||||||||
June 30, | ||||||||||||||||
2007 | 2006 | |||||||||||||||
Weighted Average | Weighted Average | |||||||||||||||
Shares | Exercise Price | Shares | Exercise Price | |||||||||||||
Options outstanding, beginning of period |
2,375 | $ | 33 | 3,534 | $ | 34 | ||||||||||
Granted |
199 | 48 | 291 | 40 | ||||||||||||
Exercised |
(94 | ) | 36 | (1,079 | ) | 36 | ||||||||||
Forfeited |
(7 | ) | 41 | | | |||||||||||
Options outstanding, end of period |
2,473 | 34 | 2,746 | 33 | ||||||||||||
Options exercisable, end of period |
1,648 | 33 | 1,671 | 34 | ||||||||||||
Weighted-average fair value of options granted during the period |
$ | 7.22 | $ | 4.80 | ||||||||||||
-16-
Six months ended | ||||||||||||||||
June 30, | ||||||||||||||||
2007 | 2006 | |||||||||||||||
Weighted Average | Weighted Average | |||||||||||||||
Grant-Date | Grant-Date | |||||||||||||||
Shares | Fair Value | Shares | Fair Value | |||||||||||||
Unvested shares, beginning or period |
125 | $ | 31 | 140 | $ | 28 | ||||||||||
Granted |
49 | 48 | 39 | 40 | ||||||||||||
Vested |
(4 | ) | 28 | (4 | ) | 27 | ||||||||||
Forfeited |
(1 | ) | 41 | | | |||||||||||
Unvested shares, end of period |
169 | 36 | 175 | 31 | ||||||||||||
At June 30, 2007, there was $4,431 of unrecognized compensation cost related to restricted stock. This cost is expected to be recognized over a weighted average period of 2.6 years. The total intrinsic value of restricted shares vested for the six months ended June 30, 2007 and 2006 was $235 and $198, respectively. | ||
Employee Stock Purchase Plan | ||
The Company maintains an Employee Stock Purchase Plan (the 2005 ESPP) under a plan approved by Company shareholders in 2005, and the maximum number of shares issuable is 300. The purchase price of shares of common stock under the ESPP is equal to 85% of the lesser of the closing price per share of common stock on the first or last day of the trading period, as defined. The Company records the aggregate cost of the ESPP (generally the 15% discount on the share purchases) as a period expense. Total compensation expense relating to the ESPP was $61 and $60 for the three months ended and $123 and $100 for the six months ended June 30, 2007 and 2006, respectively. |
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11. | INCOME TAXES | |
The Company has elected to be taxed as a REIT under the Internal Revenue Code of 1986, as amended (the Code). To qualify as a REIT, the Company must distribute annually at least 90% of its adjusted taxable income, as defined in the Code, to its shareholders and satisfy certain other organizational and operating requirements. It is managements current intention to adhere to these requirements and maintain the Companys REIT status. As a REIT, the Company generally will not be subject to federal income tax at the corporate level on the taxable income it distributes to its shareholders. If the Company fails to qualify as a REIT in any taxable year, it will be subject to federal income taxes at regular corporate rates (including any applicable alternative minimum tax) and may not be able to qualify as a REIT for four subsequent taxable years. The Company may be subject to certain state and local taxes on its income and property, and to federal income taxes and excise taxes on its undistributed taxable income. | ||
In the preparation of income tax returns in federal and state jurisdictions, the Company and its taxable REIT subsidiaries (TRSs) assert certain tax positions based on their understanding and interpretation of the income tax law. The taxing authorities may challenge such positions and the resolution of such matters could result in the payment and recognition of additional income tax expense as well as interest and penalties. Management believes it has used reasonable judgments and conclusions in the preparation of its income tax returns. | ||
The Company adopted the provisions of FIN 48 on January 1, 2007. As of January 1, 2007 and June 30, 2007, the Company had unrecognized tax benefits of approximately $800 which primarily related to uncertainty regarding the sustainability of certain deductions taken on prior year income tax returns of the TRSs related to the amortization of certain intangible assets. To the extent these unrecognized tax benefits are ultimately recognized, they will impact the effective tax rate in a future period. The Companys policy is to recognize interest and penalties, if any, related to unrecognized tax benefits as income tax expense. Accrued interest and penalties for the three and six months ended June 30, 2007 and at June 30, 2007 was not material to the Companys results of operations, cash flows or financial position. | ||
The Company utilizes TRSs to perform such non-REIT activities as asset and property management, for-sale housing (condominiums) activities and other services for third parties. These TRSs are subject to federal and state income taxes. At December 31, 2006, the Companys TRSs had fully utilized its net operating loss carryforward from prior years. For the six months ended June 30, 2007, the TRSs generated estimated taxable income of approximately $3,000, primarily resulting from current period condominium sales and other deferred tax asset temporary differences related to the recognition of taxable profits from condominium sales activities. For the three and six months ended June 30, 2007, the TRSs recorded no net income tax expense (benefit). The current provision for estimated income taxes payable for the period of approximately $1,200 was offset by a $1,200 deferred tax benefit. | ||
At June 30, 2007, the TRSs net deferred tax assets, in excess of the $1,000 recognized in 2007 and discussed above, were fully offset by valuation allowances. The tax benefits associated with the unrecognized deferred tax assets may be recognized in future periods should the TRSs generate sufficient taxable income or should the TRSs determine that it is more likely than not that the related deferred tax assets are realizable. | ||
For the three and six months ended June 30, 2006, the TRSs recorded no income tax expense (benefit) due to estimated income tax losses for the periods and due to the existence of income tax net operating taxable loss carryforwards and other unrecognized deferred tax assets during the periods. | ||
The Company and its subsidiaries (including the TRSs) income tax returns are subject to examination by federal and state tax jurisdictions for years 2003 through 2006. Net income tax loss carryforwards and other tax attributes generated in years prior to 2003 are also subject to challenge in any examination of the 2003 to 2006 tax years. | ||
A summary of the components of the TRSs deferred tax assets and liabilities at December 31, 2006 are included in the footnotes to the Companys audited financial statements included in the Companys Form 10-K. Other than the activity discussed above relating to condominium activities for the three and six months ended June 30, 2007, there were no material changes to the components of deferred tax assets and liabilities at June 30, 2007. |
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12. | LEGAL PROCEEDINGS | |
In November 2006, the Equal Rights Center (ERC) filed a lawsuit against the Company and the Operating Partnership in the United States District Court for the District of Columbia. This suit alleges various violations of the Fair Housing Act (FHA) and the Americans with Disabilities Act (ADA) at properties designed, constructed or operated by the Company and the Operating Partnership in the District of Columbia, Virginia, Colorado, Florida, Georgia, New York, North Carolina and Texas. The plaintiff seeks compensatory and punitive damages in unspecified amounts, an award of attorneys fees and costs of suit, as well as preliminary and permanent injunctive relief that includes retrofitting multi-family units and public use areas to comply with the FHA and the ADA and prohibiting construction or sale of noncompliant units or complexes. On April 18, 2007, ERC filed a motion for a preliminary injunction to prohibit the Company and the Operating Partnership from selling any noncompliant apartment communities or condominium units while the litigation is ongoing. On July 25, 2007 the court entered an order denying ERCs motion for the preliminary injunction. At this stage in the proceeding, it is not possible to predict or determine the outcome of the lawsuit, nor is it possible to estimate the amount of loss that would be associated with an adverse decision. | ||
The Company is involved in various other legal proceedings incidental to its business from time to time, most of which are expected to be covered by liability or other insurance. Management of the Company believes that any resolution of pending proceedings or liability to the Company which may arise as a result of these various other legal proceedings will not have a material adverse effect on the Companys results of operations or financial position. | ||
13. | OTHER INCOME (EXPENSE) | |
For the three and six months ended June 30, 2007, other expenses were comprised of estimated state franchise and other taxes. Franchise taxes are associated with new margin-based taxes in Texas that are effective in 2007. In the three months ended March 31, 2006, one of the Companys derivative financial instruments, previously accounted for as a cash flow hedge, became ineffective under generally accepted accounting principles. As a result, the net increase in the market value of this derivative prior to its termination in April 2006 totaling $233 and $1,655 for the three and six months ended June 30, 2006, respectively, was recognized in other income. |
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June 30, | December 31, | |||||||
2007 | 2006 | |||||||
(Unaudited) | ||||||||
Assets |
||||||||
Real estate assets |
||||||||
Land |
$ | 270,406 | $ | 278,448 | ||||
Building and improvements |
1,838,702 | 1,821,123 | ||||||
Furniture, fixtures and equipment |
205,243 | 204,318 | ||||||
Construction in progress |
70,895 | 135,428 | ||||||
Land held for future development |
117,465 | 92,800 | ||||||
2,502,711 | 2,532,117 | |||||||
Less: accumulated depreciation |
(560,927 | ) | (547,477 | ) | ||||
For-sale condominiums |
52,046 | 28,295 | ||||||
Assets held for sale, net of accumulated depreciation of $0 and
$4,035 at June 30, 2007 and December 31, 2006, respectively |
7,086 | 15,645 | ||||||
Total real estate assets |
2,000,916 | 2,028,580 | ||||||
Investments in and advances to unconsolidated real estate entities |
31,223 | 32,794 | ||||||
Cash and cash equivalents |
5,463 | 3,663 | ||||||
Restricted cash |
4,647 | 5,203 | ||||||
Deferred charges, net |
11,258 | 12,400 | ||||||
Other assets |
38,630 | 34,007 | ||||||
Total assets |
$ | 2,092,137 | $ | 2,116,647 | ||||
Liabilities and partners equity |
||||||||
Indebtedness |
$ | 938,998 | $ | 1,033,779 | ||||
Accounts payable and accrued expenses |
93,462 | 75,403 | ||||||
Distribution payable |
21,831 | 19,886 | ||||||
Accrued interest payable |
4,828 | 4,885 | ||||||
Security deposits and prepaid rents |
9,876 | 9,915 | ||||||
Total liabilities |
1,068,995 | 1,143,868 | ||||||
Minority interests in consolidated real estate entities |
3,110 | 2,268 | ||||||
Commitments and contingencies |
||||||||
Partners equity |
||||||||
Preferred units |
95,000 | 95,000 | ||||||
Common units |
||||||||
General partner |
10,826 | 10,341 | ||||||
Limited partner |
916,619 | 868,711 | ||||||
Accumulated other comprehensive income (loss) |
(2,413 | ) | (3,541 | ) | ||||
Total partners equity |
1,020,032 | 970,511 | ||||||
Total liabilities and partners equity |
$ | 2,092,137 | $ | 2,116,647 | ||||
-20-
Three months ended | Six months ended | |||||||||||||||
June 30, | June 30, | |||||||||||||||
2007 | 2006 | 2007 | 2006 | |||||||||||||
Revenues |
||||||||||||||||
Rental |
$ | 73,885 | $ | 69,753 | $ | 147,347 | $ | 137,995 | ||||||||
Other property revenues |
4,296 | 4,428 | 8,264 | 8,325 | ||||||||||||
Other |
128 | 86 | 245 | 151 | ||||||||||||
Total revenues |
78,309 | 74,267 | 155,856 | 146,471 | ||||||||||||
Expenses |
||||||||||||||||
Property operating and maintenance (exclusive of items shown
separately below) |
36,649 | 33,751 | 72,531 | 67,054 | ||||||||||||
Depreciation |
17,059 | 16,747 | 34,103 | 33,135 | ||||||||||||
General and administrative |
5,959 | 4,632 | 11,407 | 9,058 | ||||||||||||
Investment and development |
1,933 | 1,618 | 3,461 | 3,168 | ||||||||||||
Total expenses |
61,600 | 56,748 | 121,502 | 112,415 | ||||||||||||
Operating income |
16,709 | 17,519 | 34,354 | 34,056 | ||||||||||||
Interest income |
213 | 331 | 463 | 582 | ||||||||||||
Interest expense |
(13,199 | ) | (13,469 | ) | (26,743 | ) | (27,016 | ) | ||||||||
Amortization of deferred financing costs |
(829 | ) | (833 | ) | (1,641 | ) | (1,769 | ) | ||||||||
Gains on sales of real estate assets, net |
62,716 | 8,569 | 66,400 | 8,411 | ||||||||||||
Equity in income of unconsolidated real estate entities |
310 | 412 | 814 | 724 | ||||||||||||
Other income (expense) |
(261 | ) | 272 | (522 | ) | 1,694 | ||||||||||
Minority interest in consolidated property partnerships |
(811 | ) | (63 | ) | (831 | ) | (92 | ) | ||||||||
Income from continuing operations |
64,848 | 12,738 | 72,294 | 16,590 | ||||||||||||
Discontinued operations |
||||||||||||||||
Income from discontinued property operations |
| 1,522 | 223 | 2,142 | ||||||||||||
Gains (losses) on sales of real estate assets |
| (10 | ) | 17,153 | 391 | |||||||||||
Income from discontinued operations |
| 1,512 | 17,376 | 2,533 | ||||||||||||
Net income |
64,848 | 14,250 | 89,670 | 19,123 | ||||||||||||
Distributions to preferred unitholders |
(1,910 | ) | (1,910 | ) | (3,819 | ) | (3,819 | ) | ||||||||
Net income available to common unitholders |
$ | 62,938 | $ | 12,340 | $ | 85,851 | $ | 15,304 | ||||||||
Per common unit data Basic |
||||||||||||||||
Income from continuing operations
(net of preferred distributions) |
$ | 1.43 | $ | 0.25 | $ | 1.55 | $ | 0.29 | ||||||||
Income from discontinued operations |
| 0.03 | 0.39 | 0.06 | ||||||||||||
Net income available to common unitholders |
$ | 1.43 | $ | 0.28 | $ | 1.95 | $ | 0.35 | ||||||||
Weighted average common units outstanding basic |
44,086 | 43,687 | 44,064 | 43,313 | ||||||||||||
Per common unit data Diluted |
||||||||||||||||
Income from continuing operations
(net of preferred distributions) |
$ | 1.40 | $ | 0.24 | $ | 1.53 | $ | 0.29 | ||||||||
Income from discontinued operations |
| 0.03 | 0.39 | 0.06 | ||||||||||||
Net income available to common unitholders |
$ | 1.40 | $ | 0.28 | $ | 1.91 | $ | 0.35 | ||||||||
Weighted average common units outstanding diluted |
44,900 | 44,389 | 44,840 | 44,051 | ||||||||||||
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Accumulated | ||||||||||||||||||||
Common Units | Other | |||||||||||||||||||
Preferred | General | Limited | Comprehensive | |||||||||||||||||
Units | Partner | Partners | Income (Loss) | Total | ||||||||||||||||
Partners Equity, December 31, 2006 |
$ | 95,000 | $ | 10,341 | $ | 868,711 | $ | (3,541 | ) | $ | 970,511 | |||||||||
Comprehensive income |
||||||||||||||||||||
Net income |
3,819 | 859 | 84,992 | | 89,670 | |||||||||||||||
Net change in derivative value |
| | | 1,128 | 1,128 | |||||||||||||||
Total comprehensive income |
90,798 | |||||||||||||||||||
Contributions from the Company
related to employee
stock purchase, stock option
and other plans |
| 41 | 4,042 | | 4,083 | |||||||||||||||
Equity-based compensation |
| 20 | 1,965 | | 1,985 | |||||||||||||||
Purchase of common units |
| (37 | ) | (3,657 | ) | (3,694 | ) | |||||||||||||
Distributions to preferred unitholders |
(3,819 | ) | | | | (3,819 | ) | |||||||||||||
Distributions to common unitholders
($0.90 per unit) |
| (398 | ) | (39,434 | ) | | (39,832 | ) | ||||||||||||
Partners Equity, June 30, 2007 |
$ | 95,000 | $ | 10,826 | $ | 916,619 | $ | (2,413 | ) | $ | 1,020,032 | |||||||||
-22-
Six months ended | ||||||||
June 30, | ||||||||
2007 | 2006 | |||||||
Cash Flows From Operating Activities |
||||||||
Net income |
$ | 89,670 | $ | 19,123 | ||||
Adjustments to reconcile net income to net cash provided by operating activities: |
||||||||
Depreciation |
34,103 | 34,488 | ||||||
Amortization of deferred financing costs |
1,641 | 1,769 | ||||||
Minority interest in consolidated entities |
831 | 92 | ||||||
Gains on sales of real estate assets |
(83,553 | ) | (8,802 | ) | ||||
Other expense (income) |
562 | (1,101 | ) | |||||
Equity in income of unconsolidated entities |
(814 | ) | (724 | ) | ||||
Distributions of earnings of unconsolidated entities |
1,238 | 1,114 | ||||||
Deferred compensation |
277 | 377 | ||||||
Equity-based compensation |
1,985 | 1,334 | ||||||
Changes in assets, (increase) decrease in: |
||||||||
Other assets |
(3,641 | ) | (1,417 | ) | ||||
Deferred charges |
(15 | ) | (45 | ) | ||||
Changes in liabilities, increase (decrease) in: |
||||||||
Accrued interest payable |
(57 | ) | 23 | |||||
Accounts payable and accrued expenses |
2,153 | 4,998 | ||||||
Security deposits and prepaid rents |
517 | 721 | ||||||
Net cash provided by operating activities |
44,897 | 51,950 | ||||||
Cash Flows From Investing Activities |
||||||||
Construction, development and acquisition of real estate assets, net of payables |
(55,254 | ) | (136,460 | ) | ||||
Net proceeds from sales of real estate assets |
150,988 | 23,007 | ||||||
Capitalized interest |
(5,795 | ) | (4,138 | ) | ||||
Annually recurring capital expenditures |
(6,080 | ) | (5,914 | ) | ||||
Periodically recurring capital expenditures |
(3,867 | ) | (2,322 | ) | ||||
Community rehabilitation and other revenue generating capital expenditures |
(7,206 | ) | (2,837 | ) | ||||
Corporate additions and improvements |
(1,608 | ) | (983 | ) | ||||
Distributions from unconsolidated entities |
22,506 | 5,967 | ||||||
Note receivable collections and other investments |
230 | | ||||||
Net cash provided by (used in) investing activities |
93,914 | (123,680 | ) | |||||
Cash Flows From Financing Activities |
||||||||
Payments on indebtedness |
(27,969 | ) | (52,365 | ) | ||||
Proceeds from indebtedness |
| 190,000 | ||||||
Lines of credit repayments, net |
(67,632 | ) | (63,446 | ) | ||||
Payments of financing costs |
(246 | ) | (3,627 | ) | ||||
Redemption of common units |
(3,694 | ) | | |||||
Contributions from the Company related to employee stock
purchase and stock option plans |
3,806 | 39,033 | ||||||
Capital contributions of minority interests |
430 | 9,055 | ||||||
Distributions to common unitholders |
(39,797 | ) | (38,968 | ) | ||||
Distributions to preferred unitholders |
(1,909 | ) | (3,819 | ) | ||||
Net cash provided by (used in) financing activities |
(137,011 | ) | 75,863 | |||||
Net increase in cash and cash equivalents |
1,800 | 4,133 | ||||||
Cash and cash equivalents, beginning of period |
3,663 | 6,410 | ||||||
Cash and cash equivalents, end of period |
$ | 5,463 | $ | 10,543 | ||||
-23-
1. | ORGANIZATION AND SIGNIFICANT ACCOUNTING POLICIES | |
Organization | ||
Post Apartment Homes, L.P. (the Operating Partnership), a Georgia limited partnership, and its subsidiaries develop, own and manage upscale multi-family apartment communities in selected markets in the United States. Post Properties, Inc. (the Company) through its wholly-owned subsidiaries is the sole general partner, a limited partner and owns a majority interest in the Operating Partnership. The Operating Partnership, through its operating divisions and subsidiaries conducts substantially all of the on-going operations of Post Properties, Inc., a publicly traded company which operates as a self-administered and self-managed real estate investment trust. | ||
At June 30, 2007, the Company owned 98.6% of the common limited partnership interests (Common Units) in the Operating Partnership and 100% of the preferred limited partnership interests (Preferred Units). The Companys weighted average common ownership interest in the Operating Partnership was 98.6% and 98.0% for the three months and 98.5% and 97.8% for the six months ended June 30, 2007 and 2006, respectively. Common Units held by persons other than the Company represented a 1.4% ownership interest in the Operating Partnership. Each Common Unit may be redeemed by the holder thereof for either one share of Company common stock or cash equal to the fair market value thereof at the time of such redemptions, at the option of the Operating Partnership. The Operating Partnership presently anticipates that it will cause shares of common stock to be issued in connection with each such redemption rather than paying cash (as has been done in all redemptions to date). With each redemption of outstanding Common Units for Company common stock, the Companys percentage ownership interest in the Operating Partnership will increase. In addition, whenever the Company issues shares of common stock, the Company will contribute any net proceeds therefrom to the Operating Partnership and the Operating Partnership will issue an equivalent number of Common Units to the Company. | ||
At July 31, 2007, the Operating Partnership owned 22,209 apartment units in 62 apartment communities, including 1,351 apartment units in four communities held in unconsolidated entities and 1,477 apartment units in five communities (and the expansion of one community) currently under construction and/or in lease-up. The Operating Partnership is also developing 367 for-sale condominium homes (including 137 units in one community held in an unconsolidated entity) and is converting apartment homes in three communities initially consisting of 470 units (including 121 units in one community held in an unconsolidated entity) into for-sale condominium homes through a taxable REIT subsidiary. At June 30, 2007, approximately 44.0%, 19.0%, 12.2% and 9.8% (on a unit basis) of the Operating Partnerships operating communities were located in the Atlanta, Dallas, the greater Washington D.C. and Tampa metropolitan areas, respectively. | ||
Under the provisions of the limited partnership agreement, as amended, Operating Partnership net profits, net losses and cash flow (after allocations to preferred ownership interests) are allocated to the partners in proportion to their common ownership interests. Cash distributions from the Operating Partnership shall be, at a minimum, sufficient to enable the Company to satisfy its annual dividend requirements to maintain its REIT status under the Code. | ||
Basis of Presentation | ||
The accompanying unaudited financial statements have been prepared by the Operating Partnerships management in accordance with generally accepted accounting principles for interim financial information and applicable rules and regulations of the Securities and Exchange Commission. Accordingly, they do not include all of the information and disclosures required by generally accepted accounting principles for complete financial statements. In the opinion of management, all adjustments (consisting only of normally recurring adjustments) considered necessary for a fair presentation have been included. The results of operations for the three and six months ended June 30, 2007 are not necessarily indicative of the results that may be expected for the full year. These financial statements should be read in conjunction with the Operating Partnerships audited financial statements and notes thereto included in its Annual Report on Form 10-K for the year ended December 31, 2006. | ||
The accompanying unaudited consolidated financial statements include the consolidated accounts of the Company, the Operating Partnership and their wholly owned subsidiaries. The Operating Partnership also consolidates other entities in which it has a controlling financial interest or entities where it is determined to be the primary beneficiary under Financial Accounting Standards Board Interpretation No. 46R (FIN 46R), Consolidation of Variable Interest Entities. Under FIN 46R, the primary beneficiary is required to consolidate a variable interest entity (VIE) for financial reporting purposes. The application of FIN 46R requires management to make significant estimates and judgments about the Operating Partnerships and its other partners rights, obligations and economic interests in such entities. Accordingly, the Operating Partnerships share of the net earnings or losses of entities accounted for using the equity method is included in consolidated net income. All significant inter-company |
-24-
accounts and transactions have been eliminated in consolidation. The minority interest of unitholders in the operations of the Operating Partnership is calculated based on the weighted average unit ownership during the period. | ||
Certain 2006 amounts have been reclassified to conform to the current years financial statement presentation. | ||
Revenue Recognition | ||
Residential properties are leased under operating leases with terms of generally one year. Rental revenues from residential leases are recognized on the straight-line method over the approximate life of the leases, which is generally one year. Under the terms of residential leases, the residents of the Operating Partnerships residential communities are obligated to reimburse the Operating Partnership for certain utility usage, water and electricity (at selected properties), where the Operating Partnership is the primary obligor to the public utility entity. These utility reimbursements from residents are reflected as other property revenues in the consolidated statements of operations. | ||
Sales and the associated gains or losses of real estate assets and for-sale condominiums are recognized in accordance with the provisions of Statement of Financial Accounting Standards (SFAS) No. 66, Accounting for Sales of Real Estate. For condominium conversion projects, revenues from individual condominium unit sales are recognized upon the closing of the sale transactions (the Completed Contract Method), as all conditions for full profit recognition have been met at that time and the conversion construction periods are typically very short. Under SFAS No. 66, the Operating Partnership uses the relative sales value method to allocate costs and recognize profits from condominium conversion sales. In accordance with SFAS No. 144, Accounting for the Impairment and Disposal of Long-Lived Assets, gains on sales of condominium units at complete community condominium conversion projects are included in discontinued operations. For condominium conversion projects relating to a portion of an existing apartment community, the Operating Partnership also recognizes revenues and the associated gains under the Completed Contract Method, as discussed herein. Since a portion of an operating community does not meet the requirements of a component of an entity under SFAS No. 144, the revenues and gains on sales of condominium units at partial condominium communities are included in continuing operations. | ||
For newly developed condominiums, the Operating Partnership accounts for each project under either the Completed Contract Method or the Percentage of Completion Method, based on a specific evaluation of the factors specified in SFAS No. 66. The factors used to determine the appropriate accounting method are the legal commitment of the purchaser in the real estate contract, whether the construction of the project is beyond a preliminary phase, sufficient units have been contracted to ensure the project will not revert to a rental project, the aggregate project sale proceeds and costs can be reasonably estimated and the buyer has made an adequate initial and continuing cash investment under the contract in accordance with SFAS No. 66. Under the Percentage of Completion Method, revenues and the associated gains are recognized over the project construction period generally based on the percentage of total project costs incurred to estimated total projects costs for each condominium unit under a binding real estate contract. As of June 30, 2007, no condominium projects are accounted for under the Percentage of Completion Method. | ||
In November 2006 the Financial Accounting Standards Board (FASB) ratified Emerging Issues Task Force (EITF) Issue No. 06-8 (EITF No. 06-8), Applicability of the Assessment of a Buyers Continuing Investment under FASB Statement No. 66 for Sales of Condominiums. EITF No. 06-8 provided additional guidance on whether the seller of a condominium unit is required to evaluate the buyers continuing investment under SFAS No. 66 in order to recognize profit from the sale under the percentage of completion method. The EITF concluded that both the buyers initial and continuing investment must meet the criteria in SFAS No. 66 in order for condominium sale profits to be recognized under the percentage of completion method. Sales of condominiums not meeting the continuing investment test must be accounted for under the deposit method (a method consistent with the Operating Partnerships above stated Completed Contract Method). EITF No. 06-8 is effective January 1, 2008. As discussed above, the Operating Partnership accounts for condominium sales using similar criteria to those stated in EITF No. 06-8. As a result, the Operating Partnership does not expect that the adoption of EITF No. 06-8 will have a material impact on the Operating Partnerships financial position or results of operations. | ||
Recently Issued and Adopted Accounting Pronouncements | ||
FASB Interpretation No. 48 (FIN 48), Accounting for Uncertainty in Income Taxes an interpretation of FASB Statement 109, was issued in July 2006. FIN 48 clarifies guidance on the recognition and measurement of uncertain tax positions and establishes a more likely than not standard for the evaluation of whether such tax positions can be recognized in the Operating Partnerships financial statements. Previously recognized tax positions that do not meet the more likely than not criteria were required to be adjusted on the implementation date. Additionally, FIN 48 requires additional disclosure regarding the nature and |
-25-
amount of uncertain tax positions, if any. The Operating Partnership adopted FIN 48 on January 1, 2007 and the adoption did not have a material impact on the Operating Partnerships financial position and results of operations (see note 11). | ||
SFAS No. 157, Fair Value Measurements, was issued in September 2006. SFAS No. 157 provides a definition of fair value and establishes a framework for measuring fair value. SFAS No. 157 clarified the definition of fair value in an effort to eliminate inconsistencies in the application of fair value under generally accepted accounting principles. Additional disclosure focusing on the methods used to determine fair value is also required. SFAS No. 157 is effective for financial statements issued for fiscal years beginning after November 15, 2007 and should be applied prospectively. The Operating Partnership does not expect that the adoption of SFAS No. 157 will have a material impact on the Operating Partnerships financial position and results of operations. | ||
2. | REAL ESTATE ACQUISITION AND DISPOSITION ACTIVITY | |
Acquisitions | ||
In July 2007, the Operating Partnership acquired an apartment community, containing 350 units, in Orlando, Florida for approximately $75,500, including closing costs. Additionally, the Operating Partnership plans to spend approximately $1,250 to improve the community. The Company also acquired an adjacent land site for future residential development. | ||
In March 2006, the Operating Partnership acquired two apartment communities, containing 308 units, in Austin, Texas for approximately $46,400, including closing costs. Through June 30, 2007, the Operating Partnership spent approximately $1,139 to improve these communities. The purchase price of these communities was allocated to the assets acquired based on their estimated fair values. | ||
Dispositions | ||
The Operating Partnership classifies real estate assets as held for sale after the approval of its board of directors and after the Operating Partnership has commenced an active program to sell the assets. At June 30, 2007, the Operating Partnership had certain parcels of land classified as held for sale. These land parcels are reflected in the accompanying consolidated balance sheet at $7,086, which represents the lower of their cost or fair value less costs to sell. At June 30, 2007, the Operating Partnership also had portions of two communities being converted to condominiums, originally containing 349 units, and certain completed condominium units at a newly developed community totaling $52,046 classified as for-sale condominiums on the accompanying consolidated balance sheet. | ||
In the three months ended June 30, 2007, the Operating Partnership transferred two operating apartment communities to a newly formed unconsolidated entity in which the Operating Partnership retained a 25% non-controlling interest, for aggregate proceeds of approximately $89,351. This transaction resulted in a gain on sale of real estate in continuing operations totaling approximately $55,300 for the three and six months ended June 30, 2007. Additionally, the unconsolidated entity obtained mortgage financing secured by the apartment communities totaling approximately $85,723, of which approximately $21,431 was distributed to the Operating Partnership. For the three and six months ended June 30, 2007, gains on sales of real estate assets in continuing operations included gains of $1,740 and $3,938, respectively, on the sale of land sites, including one site with an associated corporate facility previously used in the Operating Partnerships landscape and maintenance operations. | ||
For the three and six months ended June 30, 2007 and 2006, income from continuing operations also included net gains from condominium sales activities at newly developed and condominium conversion projects representing portions of existing communities. In addition to the condominium gains included in continuing operations, the Operating Partnership expensed certain sales and marketing costs associated with new condominium communities under development and such costs are included in condominium expenses in the table below. A summary of revenues and costs and expenses of condominium activities included in continuing operations for the three and six months ended June 30, 2007 and 2006 was as follows: |
Three months ended | Six months ended | |||||||||||||||
June 30, | June 30, | |||||||||||||||
2007 | 2006 | 2007 | 2006 | |||||||||||||
Condominium revenues |
$ | 25,222 | $ | 18,463 | $ | 31,091 | $ | 18,463 | ||||||||
Condominium costs and expenses |
(19,546 | ) | (9,894 | ) | (23,929 | ) | (10,052 | ) | ||||||||
Gains on sales of condominiums, net |
$ | 5,676 | $ | 8,569 | $ | 7,162 | $ | 8,411 | ||||||||
-26-
Three months ended | Six months ended | |||||||||||||||
June 30, | June 30, | |||||||||||||||
2007 | 2006 | 2007 | 2006 | |||||||||||||
Revenues |
||||||||||||||||
Rental |
$ | | $ | 3,784 | $ | 463 | $ | 7,549 | ||||||||
Other property revenues |
| 428 | 27 | 804 | ||||||||||||
Total revenues |
| 4,212 | 490 | 8,353 | ||||||||||||
Expenses |
. | |||||||||||||||
Property operating and maintenance (exclusive of items shown
separately below) |
| 1,496 | 211 | 3,046 | ||||||||||||
Depreciation |
| 286 | | 1,353 | ||||||||||||
Interest |
| 908 | 56 | 1,812 | ||||||||||||
Total expenses |
| 2,690 | 267 | 6,211 | ||||||||||||
Income from discontinued property operations |
$ | | $ | 1,522 | $ | 223 | $ | 2,142 | ||||||||
Three months ended | Six months ended | |||||||||||||||
June 30, | June 30, | |||||||||||||||
2007 | 2006 | 2007 | 2006 | |||||||||||||
Condominium revenues |
$ | | $ | 3,522 | $ | 560 | $ | 6,518 | ||||||||
Condominium costs and expenses |
| (3,532 | ) | (381 | ) | (6,127 | ) | |||||||||
Gains (losses) on condominium sales |
$ | | $ | (10 | ) | $ | 179 | $ | 391 | |||||||
-27-
3. | INVESTMENTS IN UNCONSOLIDATED REAL ESTATE ENTITIES | |
Apartment and Condominium Conversion Communities | ||
At June 30, 2007, the Operating Partnership holds investments in four individual limited liability companies (the Property LLCs) with institutional investors. Three of the Property LLCs own apartment communities. The fourth Property LLC is completing the sell-out of a condominium conversion community, initially consisting of 121 units. At June 30, 2007, the Property LLC converting its units into condominiums had one unit remaining to sell. The Operating Partnership holds a 35% equity interest in two Property LLCs, each owning one apartment community and the Property LLC completing the condominium conversion and sale process. The Operating Partnership holds a 25% interest in the remaining Property LLC owning two apartment communities. | ||
In May 2007, the Operating Partnerships investment in the 25% owned Property LLC resulted from the transfer of two previously owned apartment communities to the Property LLC co-owned with an institutional investor. The assets, liabilities and members equity of the Property LLC were recorded at fair value based on agreed-upon amounts contributed to the venture. At June 30, 2007, the Operating Partnerships investment in the 25% owned Property LLC reflects a credit investment of $9,850 resulting from distributions of financing proceeds in excess of the Operating Partnerships historical cost investment. The credit investment is reflected in consolidated liabilities on the Operating Partnerships consolidated balance sheet. | ||
The Operating Partnership accounts for its investments in these Property LLCs using the equity method of accounting. At June 30, 2007, the Operating Partnerships investment in the 35% owned Property LLCs totaled $14,573. The excess of the Operating Partnerships investment over its equity in the underlying net assets of the 35% owned Property LLCs was approximately $5,276 at June 30, 2007. 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 Operating Partnership provides real estate services (property and asset management) to the Property LLCs for which it earns fees. | ||
The operating results of the Operating Partnership include its allocable share of net income from the investments in the Property LLCs. A summary of financial information for the Property LLCs in the aggregate is as follows: |
June 30, | December 31, | |||||||
Balance Sheet Data | 2007 | 2006 | ||||||
Real estate assets, net of accumulated depreciation of
$12,551 and $11,039, respectively |
$ | 211,429 | $ | 93,614 | ||||
Assets held for sale, net |
| 3,027 | ||||||
Cash and other |
6,155 | 4,067 | ||||||
Total assets |
$ | 217,584 | $ | 100,708 | ||||
Mortgage notes payable |
$ | 152,719 | $ | 66,998 | ||||
Other liabilities |
2,614 | 1,107 | ||||||
Total liabilities |
155,333 | 68,105 | ||||||
Members equity |
62,251 | 32,603 | ||||||
Total liabilities and members equity |
$ | 217,584 | $ | 100,708 | ||||
Operating Partnerships equity investment in Property LLCs |
$ | 4,723 | $ | 16,883 | ||||
-28-
Three months ended | Six months ended | |||||||||||||||
June 30, | June 30, | |||||||||||||||
Income Statement Data | 2007 | 2006 | 2007 | 2006 | ||||||||||||
Revenues |
||||||||||||||||
Rental |
$ | 4,142 | $ | 2,859 | $ | 6,955 | $ | 5,648 | ||||||||
Other property revenues |
326 | 244 | 516 | 478 | ||||||||||||
Total revenues |
4,468 | 3,103 | 7,471 | 6,126 | ||||||||||||
Expenses |
||||||||||||||||
Property operating and maintenance |
1,520 | 928 | 2,532 | 1,913 | ||||||||||||
Depreciation and amortization |
1,281 | 661 | 1,942 | 1,320 | ||||||||||||
Interest |
1,331 | 688 | 2,019 | 1,376 | ||||||||||||
Total expenses |
4,132 | 2,277 | 6,493 | 4,609 | ||||||||||||
Income from continuing operations |
336 | 826 | 978 | 1,517 | ||||||||||||
Discontinued operations |
||||||||||||||||
Income (loss) from discontinued operations |
10 | (120 | ) | 31 | (283 | ) | ||||||||||
Gains (losses) on sales of real estate assets, net |
(83 | ) | 502 | 775 | 899 | |||||||||||
Income from discontinued operations |
(73 | ) | 382 | 806 | 616 | |||||||||||
Net income |
$ | 263 | $ | 1,208 | $ | 1,784 | $ | 2,133 | ||||||||
Operating Partnerships share of net income |
$ | 310 | $ | 412 | $ | 814 | $ | 724 | ||||||||
Three months ended | Six months ended | |||||||||||||||
June 30, | June 30, | |||||||||||||||
2007 | 2006 | 2007 | 2006 | |||||||||||||
Condominium revenues |
$ | 220 | $ | 5,138 | $ | 4,332 | $ | 9,224 | ||||||||
Condominium costs and expenses |
(303 | ) | (4,636 | ) | (3,557 | ) | (8,325 | ) | ||||||||
Gains (losses) on condominium sales, net |
$ | (83 | ) | $ | 502 | $ | 775 | $ | 899 | |||||||
At June 30, 2007, mortgage notes payable include a $49,998 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 2034. The note is callable by the lender in 2009 and on each successive fifth year anniversary of the note thereafter. The note is prepayable without penalty in 2008. An additional mortgage note payable totaling $17,000 bears interest at a fixed rate of 4.04%, requires interest only payments and matures in 2008. Two additional mortgage notes entered into in conjunction with the formation of the 25% owned Property LLC in May 2007 totaling $85,723 bear interest at 5.63% and mature in 2017. | ||
Land Entities | ||
At June 30, 2007, the Operating Partnership holds a 50% equity interest in a limited liability company whose sole investment consists of a partnership interest in an entity (the Land Partnership) which holds land for future development. At June 30, 2007, the Land Partnership had total assets of $32,240, principally land and pre-development costs, total liabilities of $15,016 (including a secured note payable of $12,000 to the Operating Partnership) and total equity of $17,224 (including the Operating Partnerships equity investment of $4,650). In July 2007, the Land Partnership commenced construction of a mixed-use development, consisting of for-sale condominiums and class A office space, financed through additional equity contributions totaling approximately $17,115 and through borrowings under a $187,128 construction loan facility bearing interest at LIBOR plus 1.35%. |
-29-
4. | INDEBTEDNESS | |
At June 30, 2007 and December 31, 2006, the Operating Partnerships indebtedness consisted of the following: |
Payment | Maturity | June 30, | December 31, | |||||||||||||||
Description | Terms | Interest Rate | Date | 2007 | 2006 | |||||||||||||
Senior Unsecured Notes
|
Int. | 5.13% 7.70 | % | 2007-2013 | $ | 535,000 | $ | 560,000 | ||||||||||
Unsecured Lines of Credit |
||||||||||||||||||
Syndicated Line of Credit
|
N/A | LIBOR + 0.575 | %(1) | 2010 | 35,000 | 95,000 | ||||||||||||
Cash Management Line
|
N/A | LIBOR + 0.575 | % | 2010 | 6,281 | 13,913 | ||||||||||||
41,281 | 108,913 | |||||||||||||||||
Fixed Rate Secured Notes |
||||||||||||||||||
FNMA
|
Prin. and Int. | 6.15 | %(2) | 2029 | 95,600 | 95,600 | ||||||||||||
Other
|
Prin. and Int. | 4.27% 7.69 | % | 2007-2013 | 257,222 | 259,371 | ||||||||||||
352,822 | 354,971 | |||||||||||||||||
Tax-Exempt Floating Rate |
||||||||||||||||||
Secured Bonds
|
Int. | 3.73 | %(3) | 2025 | 9,895 | 9,895 | ||||||||||||
Total
|
$ | 938,998 | $ | 1,033,779 | ||||||||||||||
(1) | Represents stated rate. At June 30, 2007, the weighted average interest rate was 5.52%. | |
(2) | Interest rate is fixed at 6.15%, inclusive of credit enhancement and other fees, to 2009 through an interest rate swap arrangement. | |
(3) | FNMA credit enhanced bond indebtedness. Interest based on FNMA AAA tax-exempt rate plus credit enhancement and other fees of 0.639%. Interest rate represents the rate at June 30, 2007 before credit enhancements. The Operating Partnership has outstanding interest rate cap arrangements that limit the Operating Partnerships exposure to increases in the base interest rate to 5%. |
Remainder of 2007 |
$ | 86,041 | ||
2008 |
5,230 | |||
2009 |
76,618 | |||
2010 |
230,009 | (1) | ||
2011 |
141,831 | |||
Thereafter |
399,269 | |||
$ | 938,998 | |||
(1) | Includes outstanding balances on lines of credit totaling $41,281. |
Debt retirements | ||
Upon their maturity in June 2007, the Operating Partnership repaid $25,000 of 6.11% senior unsecured notes from available borrowings under its unsecured line of credit. | ||
In July 2007, the Operating Partnership repaid $83,132 of secured mortgage notes with interest rates ranging from 6.29% to 7.69%, from borrowings under its unsecured line of credit. These mortgage notes were scheduled to mature in October 2007. |
-30-
Unsecured Lines of Credit | ||
At June 30, 2007, the Operating Partnership utilizes a $450,000 syndicated unsecured revolving line of credit (the Syndicated Line) that matures in April 2010 for its short-term financing needs. The Syndicated Line currently has a stated interest rate of LIBOR plus 0.575% or the prime rate and was provided by a syndicate of 11 banks led by Wachovia Bank, N.A. and JP Morgan Securities, Inc. Additionally, the Syndicated Line requires the payment of annual facility fees currently equal to 0.15% of the aggregate loan commitment. The Syndicated Line provides for the interest rate and facility fee rate to be adjusted up or down based on changes in the credit ratings on the Operating Partnerships senior unsecured debt. The rates under the Syndicated Line are based on the higher of the Operating Partnerships unsecured debt ratings in instances where the Operating Partnership has split unsecured debt ratings. The Syndicated Line also includes a competitive bid option for short-term funds up to 50% of the loan commitment at rates generally below the stated line rate. The credit agreement for the Syndicated Line contains customary restrictions, representations, covenants and events of default, including fixed charge coverage and maximum leverage ratios. The Syndicated Line also restricts the amount of capital the Operating Partnership can invest in specific categories of assets, such as improved land, properties under construction, condominium properties, non-multifamily properties, debt or equity securities, notes receivable and unconsolidated affiliates. At June 30, 2007, the Operating Partnership had issued letters of credit to third parties totaling $2,078 under this facility. | ||
Additionally, at June 30, 2007, the Operating Partnership had a $30,000 unsecured line of credit with Wachovia Bank, N.A. (the Cash Management Line). The Cash Management Line matures in April 2010 and carries pricing and terms, including debt covenants, substantially consistent with the Syndicated Line. | ||
5. | PARTNERS EQUITY | |
Computations of Earnings Per Common Unit | ||
For the three and six months ended June 30, 2007 and 2006, a reconciliation of the numerator and denominator used in the computation of basic and diluted income from continuing operations per common unit is as follows: |
Three months ended | Six months ended | |||||||||||||||
June 30, | June 30, | |||||||||||||||
2007 | 2006 | 2007 | 2006 | |||||||||||||
Income from continuing operations available to common
unitholders (numerator): |
||||||||||||||||
Income from continuing operations |
$ | 64,848 | $ | 12,738 | $ | 72,294 | $ | 16,590 | ||||||||
Less: Preferred unit distributions |
(1,910 | ) | (1,910 | ) | (3,819 | ) | (3,819 | ) | ||||||||
Income from continuing operations available to
common unitholders |
$ | 62,938 | $ | 10,828 | $ | 68,475 | $ | 12,771 | ||||||||
Common units (denominator): |
||||||||||||||||
Weighted average units outstanding basic |
44,086 | 43,687 | 44,064 | 43,313 | ||||||||||||
Dilutive units from stock options and awards |
814 | 702 | 776 | 738 | ||||||||||||
Weighted average units outstanding diluted |
44,900 | 44,389 | 44,840 | 44,051 | ||||||||||||
For the three and six months ended June 30, 2007 and 2006, stock options to purchase 213 and 307 shares of common stock, respectively, and 183 and 280, respectively, were excluded from the computation of diluted earnings per common unit as these stock options and awards were antidilutive. |
-31-
6. | DERIVATIVE FINANCIAL INSTRUMENTS | |
At June 30, 2007, the Operating Partnership had an outstanding interest rate swap agreement with a notional value of approximately $95,510 with a maturity date in 2009. The swap arrangement is a variable to fixed rate swap at a fixed rate of 5.21% and the swap was designated as a cash flow hedge of the Operating Partnerships FNMA variable rate debt. This swap was entered into following the termination of a prior swap arrangement that became ineffective under generally accepted accounting principles (SFAS No. 133, Accounting for Derivative Investments and Hedging Activities, as amended) in the first quarter of 2006. The interest rate swap agreement is included on the accompanying consolidated balance sheet at fair value. At June 30, 2007, the fair value of the interest rate swap agreement represented a liability of $27, and the liability was included in consolidated liabilities in the accompanying consolidated balance sheet. The change in the value of this cash flow hedge was recorded as a change in accumulated other comprehensive income (loss), a shareholders equity account, in the accompanying consolidated balance sheet. | ||
In early 2006, a previous interest rate swap arrangement, accounted for as a cash flow hedge, became ineffective under generally accepted accounting principles (SFAS No. 133, as amended). As a result, the gross increase in the market value of the interest rate swap arrangement of $1,655 through the April 2006 termination of the swap was recognized in other income in the consolidated statement of operations. In addition, under SFAS No. 133, as amended, the Operating Partnership is required to amortize into interest expense the cumulative unrecognized loss on the terminated interest rate swap arrangement of $4,021, included in shareholders equity, over the remaining life of the swap through 2009. Total amortization expense related to this swap was $281 and $281 for the three months ended and $562 and $554 for the six months ended June 30, 2007 and 2006, respectively. | ||
At June 30, 2007, the Operating Partnership had outstanding an interest rate cap agreement with a financial institution with a notional value of $28,495. Through mid-December 2006, this interest rate cap agreement was a cash flow hedge that provided a fixed interest ceiling at 5% for the Operating Partnerships variable rate, tax-exempt borrowings. As a result of the repayment of tax-exempt indebtedness in December 2006, the portion of this interest rate cap arrangement with a notional amount of $18,600 associated with this indebtedness became ineffective for accounting purposes. The Operating Partnership is required to maintain the interest rate exposure protection under the terms of the financing arrangements for outstanding tax-exempt borrowings of $9,895 at June 30, 2007. The interest rate cap arrangement is included on the accompanying balance sheet at fair value. The change in fair value of the ineffective portion of the arrangement is included in the statement of operations. Such amount was not material in the three and six months ended June 30, 2007. At June 30, 2007, the difference between the amortized costs of the cash flow hedge associated with the $9,895 tax-exempt borrowings and its $0 fair value is included in accumulated other comprehensive income (loss), a shareholders equity account. The original cost of $126 of the remaining cash flow hedge is being amortized to expense over the five-year term. | ||
A summary of comprehensive income for the three and six months ended June 30, 2007 and 2006 is as follows: |
Three months ended | Six months ended | |||||||||||||||
June 30, | June 30, | |||||||||||||||
2007 | 2006 | 2007 | 2006 | |||||||||||||
Net income |
$ | 64,848 | $ | 14,250 | $ | 89,670 | $ | 19,123 | ||||||||
Change in derivatives (1) |
1,060 | 953 | 1,128 | 1,244 | ||||||||||||
Comprehensive income |
$ | 65,908 | $ | 15,203 | $ | 90,798 | $ | 20,367 | ||||||||
(1) | For the six months ended June 30, 2007 and 2006, the change in derivatives balance includes an adjustment of $281 and $281, respectively, and $562 and $554, respectively, for amortized swap costs included in net income. |
-32-
7. | SEGMENT INFORMATION | |
Segment Description | ||
In accordance with SFAS No. 131, Disclosure About the Segments of an Enterprise and Related Information, the Operating Partnership presents segment information based on the way that management organizes the segments within the enterprise for making operating decisions and assessing performance. The segment information is prepared on the same basis as the internally reported information used by the Operating Partnerships chief operating decision makers to manage the business. | ||
The Operating Partnerships chief operating decision makers focus on the Operating Partnerships primary sources of income from apartment community rental operations. Apartment community rental operations are generally broken down into four segments based on the various stages in the apartment community ownership lifecycle. These segments are described below. All commercial properties and other ancillary service and support operations are combined in the line item other in the accompanying segment information. The segment information presented below reflects the segment categories based on the lifecycle status of each community as of January 1, 2006. The segment information for the three and six months ended June 30, 2006 has been adjusted due to the restatement impact of reclassifying the operating results of the assets designated as held for sale or sold in 2006 to discontinued operations under SFAS No. 144 (see note 2). |
| Fully stabilized communities those apartment communities which have been stabilized (the earlier of the point at which a property reaches 95% occupancy or one year after completion of construction) for both the current and prior year. | ||
| Development, rehabilitation and lease-up communities those apartment communities under development, rehabilitation and lease-up during the period. | ||
| Condominium conversion and other communities those portions of existing apartment communities being converted into condominiums and other communities converted, or expected to be converted, to joint venture ownership that are reflected in continuing operations. | ||
| Acquired communities those communities acquired in the current or prior year. |
-33-
Three months ended | Six months ended | |||||||||||||||
June 30, | June 30, | |||||||||||||||
2007 | 2006 | 2007 | 2006 | |||||||||||||
Revenues |
||||||||||||||||
Fully stabilized communities |
$ | 62,883 | $ | 60,184 | $ | 124,786 | $ | 118,938 | ||||||||
Development, rehabilitation and lease-up communities |
3,513 | 2,403 | 6,338 | 4,966 | ||||||||||||
Condominium conversion and other communities |
2,760 | 4,362 | 6,784 | 9,070 | ||||||||||||
Acquired communities |
2,939 | 1,102 | 5,780 | 1,457 | ||||||||||||
Other property segments |
6,086 | 6,130 | 11,923 | 11,889 | ||||||||||||
Other |
128 | 86 | 245 | 151 | ||||||||||||
Consolidated revenues |
$ | 78,309 | $ | 74,267 | $ | 155,856 | $ | 146,471 | ||||||||
Contribution to Property Net Operating Income |
||||||||||||||||
Fully stabilized communities |
$ | 38,679 | $ | 37,126 | $ | 76,984 | $ | 73,230 | ||||||||
Development, rehabilitation and lease-up communities |
1,271 | 1,303 | 2,169 | 2,777 | ||||||||||||
Condominium conversion and other communities |
1,505 | 2,545 | 3,855 | 5,441 | ||||||||||||
Acquired communities |
1,802 | 468 | 3,430 | 664 | ||||||||||||
Other property segments, including corporate management expenses |
(1,725 | ) | (1,012 | ) | (3,358 | ) | (2,846 | ) | ||||||||
Consolidated property net operating income |
41,532 | 40,430 | 83,080 | 79,266 | ||||||||||||
Interest income |
213 | 331 | 463 | 582 | ||||||||||||
Other revenues |
128 | 86 | 245 | 151 | ||||||||||||
Minority interest in consolidated property partnerships |
(811 | ) | (63 | ) | (831 | ) | (92 | ) | ||||||||
Depreciation |
(17,059 | ) | (16,747 | ) | (34,103 | ) | (33,135 | ) | ||||||||
Interest expense |
(13,199 | ) | (13,469 | ) | (26,743 | ) | (27,016 | ) | ||||||||
Amortization of deferred financing costs |
(829 | ) | (833 | ) | (1,641 | ) | (1,769 | ) | ||||||||
General and administrative |
(5,959 | ) | (4,632 | ) | (11,407 | ) | (9,058 | ) | ||||||||
Investment and development |
(1,933 | ) | (1,618 | ) | (3,461 | ) | (3,168 | ) | ||||||||
Gains on sales of real estate assets, net |
62,716 | 8,569 | 66,400 | 8,411 | ||||||||||||
Equity in income of unconsolidated real estate entities |
310 | 412 | 814 | 724 | ||||||||||||
Other income (expense) |
(261 | ) | 272 | (522 | ) | 1,694 | ||||||||||
Income from continuing operations |
64,848 | 12,738 | 72,294 | 16,590 | ||||||||||||
Income from discontinued operations |
| 1,512 | 17,376 | 2,533 | ||||||||||||
Net income |
$ | 64,848 | $ | 14,250 | $ | 89,670 | $ | 19,123 | ||||||||
-34-
8. | SEVERANCE COSTS | |
In prior years, the Operating Partnership recorded severance charges associated with the departure of certain executive officers of the Operating Partnership. Under certain of these arrangements, the Operating Partnership is required to make certain payments and provide specified benefits through 2013 and 2016. The following table summarizes the activity relating to aggregate severance charges for the six months ended June 30, 2007 and 2006: |
Six months ended | ||||||||
June 30, | ||||||||
2007 | 2006 | |||||||
Accrued severance charges, beginning of period |
$ | 12,832 | $ | 14,325 | ||||
Severance charges |
283 | | ||||||
Payments for period |
(1,518 | ) | (1,495 | ) | ||||
Interest accretion |
370 | 424 | ||||||
Accrued severance charges, end of period |
$ | 11,967 | $ | 13,254 | ||||
9. | SUPPLEMENTAL CASH FLOW INFORMATION | |
Interest paid (including capitalized amounts of $5,795 and $4,138 for the six months ended June 30, 2007 and 2006, respectively), aggregated $32,651 and $32,600 for the six months ended June 30, 2007 and 2006, respectively. | ||
For the six months ended June 30, 2007 and 2006, the Operating Partnership and the Operating Partnerships taxable REIT subsidiaries made income tax payments to federal and state taxing authorities totaling $1,062 and $401, respectively. | ||
Non-cash investing and financing activities for the six months ended June 30, 2007 and 2006 were as follows: | ||
For the six months ended June 30, 2007 and 2006, the Operating Partnership amortized approximately $562 and $554, respectively, of accumulated other comprehensive non-cash losses into earnings related to an interest rate swap derivative financial instrument (see note 6). Other than the amortization discussed herein, for the six months ended June 30, 2007 the Operating Partnerships derivative financial instruments, accounted for as cash flow hedges, increased in value causing a decrease in accounts payable and accrued expenses and a corresponding decrease in shareholders equity of $566. For the six months ended June 30, 2006, the Operating Partnerships derivative financial instruments accounted for as cash flow hedges increased in value causing a decrease in accounts payable and accrued expenses and a corresponding increase in partners equity of $690. | ||
The Operating Partnership committed to distribute $21,831 and $19,764 for the six months ended June 30, 2007 and 2006, respectively. | ||
For the six months ended June 30, 2007 and 2006, the Company issued common shares for director compensation, totaling $277 and $377, respectively. These stock issuances were non-cash transactions. The Operating Partnership bears the compensation costs associated with the Companys compensation plans. As such, the Operating Partnership issued common units to the Company in amounts equal to the above. | ||
10. | EQUITY-BASED COMPENSATION PLANS | |
Equity Compensation Plans | ||
As the primary operating subsidiary of the Company, the Operating Partnership participates in and bears the compensation expenses associated with the Companys stock-based compensation plans. The information discussed below relating to the Companys stock-based compensation plans is also applicable for the Operating Partnership. Effective January 1, 2006, the Operating Partnership accounts for stock-based compensation using the fair value method prescribed in SFAS No. 123R (see note 1). Other than the required modification under SFAS No. 123R to use an estimated forfeiture rate for award terminations and forfeitures, the adoption of SFAS 123R did not have a material impact on the Operating Partnerships accounting for stock-based compensation. The cumulative impact of this modification on awards granted prior to January 1, 2006 was $172 and the amount was reflected as a reduction of compensation expense for the six months ended June 30, 2006. |
-35-
Incentive Stock Plans | ||
Incentive stock awards are granted under the Companys 2003 Incentive Stock Plan (the 2003 Stock Plan). Under the 2003 Stock Plan, an aggregate of 4,000 shares of common stock were reserved for issuance. Of this amount, not more than 500 shares of common stock are available for grants of restricted stock. The exercise price of each option granted under the 2003 Stock Plan may not be less than the market price of the Companys common stock on the date of the option grant and all options may have a maximum life of ten years. Participants receiving restricted stock grants are generally eligible to vote such shares and receive dividends on such shares. Substantially all stock option and restricted stock grants are subject to annual vesting provisions (generally three to five years) as determined by the compensation committee overseeing the 2003 Stock Plan. At June 30, 2007, stock options outstanding under the 2003 Stock Plan and the Companys previous stock plan totaled 2,473. | ||
Compensation costs for stock options have been estimated on the grant date using the Black-Scholes option-pricing method. The weighted average assumptions used in the Black-Scholes option-pricing model were as follows: |
Six months ended | ||||||||
June 30, | ||||||||
2007 | 2006 | |||||||
Dividend yield |
3.8 | % | 4.5 | % | ||||
Expected volatility |
18.1 | % | 17.5 | % | ||||
Risk-free interest rate |
4.8 | % | 4.3 | % | ||||
Expected option term (years) |
5.0 | 5.0 |
Six months ended | ||||||||||||||||
June 30, | ||||||||||||||||
2007 | 2006 | |||||||||||||||
Weighted Average | Weighted Average | |||||||||||||||
Shares | Exercise Price | Shares | Exercise Price | |||||||||||||
Options outstanding, beginning of period |
2,375 | $ | 33 | 3,534 | $ | 34 | ||||||||||
Granted |
199 | 48 | 291 | 40 | ||||||||||||
Exercised |
(94 | ) | 36 | (1,079 | ) | 36 | ||||||||||
Forfeited |
(7 | ) | 41 | | | |||||||||||
Options outstanding, end of period |
2,473 | 34 | 2,746 | 33 | ||||||||||||
Options exercisable, end of period |
1,648 | 33 | 1,671 | 34 | ||||||||||||
Weighted-average fair value of options granted during the period |
$ | 7.22 | $ | 4.80 | ||||||||||||
-36-
Six months ended | ||||||||||||||||
June 30, | ||||||||||||||||
2007 | 2006 | |||||||||||||||
Weighted Average | Weighted Average | |||||||||||||||
Grant-Date | Grant-Date | |||||||||||||||
Shares | Fair Value | Shares | Fair Value | |||||||||||||
Unvested shares, beginning or period |
125 | $ | 31 | 140 | $ | 28 | ||||||||||
Granted |
49 | 48 | 39 | 40 | ||||||||||||
Vested |
(4 | ) | 28 | (4 | ) | 27 | ||||||||||
Forfeited |
(1 | ) | 41 | | | |||||||||||
Unvested shares, end of period |
169 | 36 | 175 | 31 | ||||||||||||
At June 30, 2007, there was $4,431 of unrecognized compensation cost related to restricted stock. This cost is expected to be recognized over a weighted average period of 2.6 years. The total intrinsic value of restricted shares vested for the six months ended June 30, 2007 and 2006 was $235 and $198, respectively. | ||
Employee Stock Purchase Plan | ||
The Company maintains an Employee Stock Purchase Plan (the 2005 ESPP) under a plan approved by Company shareholders in 2005, and the maximum number of shares issuable is 300. The purchase price of shares of common stock under the ESPP is equal to 85% of the lesser of the closing price per share of common stock on the first or last day of the trading period, as defined. The Company records the aggregate cost of the ESPP (generally the 15% discount on the share purchases) as a period expense. Total compensation expense relating to the ESPP was $61 and $60 for the three months ended and $123 and $100 for the six months ended June 30, 2007 and 2006, respectively. |
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11. | INCOME TAXES | |
Income or losses of the Operating Partnership are allocated to the partners of the Operating Partnership for inclusion in their respective income tax returns. Accordingly, no provisions or benefit for income taxes has been made in the accompanying financial statements. The Company elected to be taxed as a REIT under the Internal Revenue Code of 1986, as amended (the Code) commencing with the taxable year ended March 31, 1993. In order for the Company to qualify as a REIT, it must distribute 90% of its REIT taxable income, as defined in the Code, to its unitholders and satisfy certain other organizational and operating requirements. The Operating Partnership intends to make sufficient cash distributions to the Company to enable it to meet its annual REIT distribution requirements. | ||
In the preparation of income tax returns in federal and state jurisdictions, the Operating Partnership and its taxable REIT subsidiaries (TRSs) assert certain tax positions based on their understanding and interpretation of the income tax law. The taxing authorities may challenge such positions and the resolution of such matters could result in the payment and recognition of additional income tax expense as well as interest and penalties. Management believes it has used reasonable judgments and conclusions in the preparation of its income tax returns. | ||
The Operating Partnership adopted the provisions of FIN 48 on January 1, 2007. As of January 1, 2007 and June 30, 2007, the Operating Partnership had unrecognized tax benefits of approximately $800 which primarily related to uncertainty regarding the sustainability of certain deductions taken on prior year income tax returns of the TRSs related to the amortization of certain intangible assets. To the extent these unrecognized tax benefits are ultimately recognized, they will impact the effective tax rate in a future period. The Operating Partnerships policy is to recognize interest and penalties, if any, related to unrecognized tax benefits as income tax expense. Accrued interest and penalties for the three and six months ended June 30, 2007 and at June 30, 2007 was not material to the Operating Partnerships results of operations, cash flows or financial position. | ||
The Operating Partnership utilizes TRSs to perform such non-REIT activities as asset and property management, for-sale housing (condominiums) activities and other services for third parties. These TRSs are subject to federal and state income taxes. At December 31, 2006, the Operating Partnerships TRSs had fully utilized its net operating loss carryforward from prior years. For the six months ended June 30, 2007, the TRSs generated estimated taxable income of approximately $3,000, primarily resulting from current period condominium sales and other deferred tax asset temporary differences related to the recognition of taxable profits from condominium sales activities. For the three and six months ended June 30, 2007, the TRSs recorded no net income tax expense (benefit). The current provision for estimated income taxes payable for the period of approximately $1,200 was offset by a $1,200 deferred tax benefit. | ||
At June 30, 2007, the TRSs net deferred tax assets, in excess of the $1,000 recognized in 2007 and discussed above, were fully offset by valuation allowances. The tax benefits associated with the unrecognized deferred tax assets may be recognized in future periods should the TRSs generate sufficient taxable income or should the TRSs determine that it is more likely than not that the related deferred tax assets are realizable. | ||
For the three and six months ended June 30, 2006, the TRSs recorded no income tax expense (benefit) due to estimated income tax losses for the periods and due to the existence of income tax net operating taxable loss carryforwards and other unrecognized deferred tax assets during the periods. | ||
The Operating Partnership and its subsidiaries (including the TRSs) income tax returns are subject to examination by federal and state tax jurisdictions for years 2003 through 2006. Net income tax loss carryforwards and other tax attributes generated in years prior to 2003 are also subject to challenge in any examination of the 2003 to 2006 tax years. | ||
A summary of the components of the TRSs deferred tax assets and liabilities at December 31, 2006 are included in the footnotes to the Operating Partnerships audited financial statements included in the Operating Partnerships Form 10-K. Other than the activity discussed above relating to condominium activities for the three and six months ended June 30, 2007, there were no material changes to the components of deferred tax assets and liabilities at June 30, 2007. |
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12. | LEGAL PROCEEDINGS | |
In November 2006, the Equal Rights Center (ERC) filed a lawsuit against the Company and the Operating Partnership in the United States District Court for the District of Columbia. This suit alleges various violations of the Fair Housing Act (FHA) and the Americans with Disabilities Act (ADA) at properties designed, constructed or operated by the Company and the Operating Partnership in the District of Columbia, Virginia, Colorado, Florida, Georgia, New York, North Carolina and Texas. The plaintiff seeks compensatory and punitive damages in unspecified amounts, an award of attorneys fees and costs of suit, as well as preliminary and permanent injunctive relief that includes retrofitting multi-family units and public use areas to comply with the FHA and the ADA and prohibiting construction or sale of noncompliant units or complexes. On April 18, 2007, ERC filed a motion for a preliminary injunction to prohibit the Company and the Operating Partnership from selling any noncompliant apartment communities or condominium units while the litigation is ongoing. On July 25, 2007 the court entered an order denying ERCs motion for the preliminary injunction. At this stage in the proceeding, it is not possible to predict or determine the outcome of the lawsuit, nor is it possible to estimate the amount of loss that would be associated with an adverse decision. | ||
The Operating Partnership is involved in various other legal proceedings incidental to its business from time to time, most of which are expected to be covered by liability or other insurance. Management of the Operating Partnership believes that any resolution of pending proceedings or liability to the Operating Partnership which may arise as a result of these various other legal proceedings will not have a material adverse effect on the Operating Partnerships results of operations or financial position. | ||
13. | OTHER INCOME (EXPENSE) | |
For the three and six months ended June 30, 2007, other expenses were comprised of estimated state franchise and other taxes. Franchise taxes are associated with new margin-based taxes in Texas that are effective in 2007. In the three months ended March 31, 2006, one of the Operating Partnerships derivative financial instruments, previously accounted for as a cash flow hedge, became ineffective under generally accepted accounting principles. As a result, the net increase in the market value of this derivative prior to its termination in April 2006 totaling $233 and $1,655 for the three and six months ended June 30, 2006, respectively, was recognized in other income. |
-39-
-40-
-41-
| The success of the Companys business strategies described on pages 2 to 3 of the Companys Annual Report on Form 10-K for the year ended December 31, 2006; | |
| 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 Companys markets and the effect on occupancy and rental rates; | |
| The impact of competition on the Companys business, including competition for residents in the Companys apartment communities and buyers of the Companys for-sale condominium homes and development locations; | |
| The Companys ability to obtain financing, enter into joint venture arrangements in relation to or self-fund the development or acquisition of additional apartment communities and for-sale condominium housing; | |
| The uncertainties associated with the Companys real estate development, including actual costs exceeding the Companys budgets or development periods exceeding expectations; | |
| Uncertainties associated with the timing and amount of apartment community sales and the resulting gains/losses associated with such sales; | |
| Uncertainties associated with the Companys condominium conversion and for-sale housing business, including the timing and volume of condominium sales; | |
| Conditions affecting ownership of residential real estate and general conditions in the multi-family residential real estate market; | |
| Uncertainties associated with environmental and other regulatory matters; | |
| The impact of the Companys ongoing litigation with the Equal Rights Center regarding compliance with the Americans with Disabilities Act and the Fair Housing Act (including any award of compensatory or punitive damages or injunctive relief requiring the Company to retrofit apartments or public use areas or prohibiting the sale of apartment communities or condominium units) as well as the impact of other litigation; | |
| The effects of changes in accounting policies and other regulatory matters detailed in the Companys filings with the Securities and Exchange Commission; | |
| The Companys ability to continue to qualify as a REIT under the Internal Revenue Code; and | |
| Other factors, including the risk factors discussed on pages 7 to 15 of the Companys Annual Report on Form 10-K for the year ended December 31, 2006 and that may be discussed in subsequent filings with the Securities and Exchange Commission. |
-42-
-43-
Three months ended | Six months ended | |||||||||||||||||||||||
June 30, | June 30, | |||||||||||||||||||||||
2007 | 2006 | % Change | 2007 | 2006 | % Change | |||||||||||||||||||
Rental and other property revenues |
||||||||||||||||||||||||
Fully stabilized communities (1) |
$ | 62,883 | $ | 60,184 | 4.5 | % | $ | 124,786 | $ | 118,938 | 4.9 | % | ||||||||||||
Development, rehabilitation and
lease-up communities |
3,513 | 2,403 | 46.2 | % | 6,338 | 4,966 | 27.6 | % | ||||||||||||||||
Condominium conversion and other communities (2) |
2,760 | 4,362 | (36.7 | )% | 6,784 | 9,070 | (25.2 | )% | ||||||||||||||||
Acquired communities (3) |
2,939 | 1,102 | 166.7 | % | 5,780 | 1,457 | 296.7 | % | ||||||||||||||||
Other property segments (4) |
6,086 | 6,130 | (0.7 | )% | 11,923 | 11,889 | 0.3 | % | ||||||||||||||||
78,181 | 74,181 | 5.4 | % | 155,611 | 146,320 | 6.3 | % | |||||||||||||||||
Property operating and maintenance
expenses (excluding depreciation
and amortization) |
||||||||||||||||||||||||
Fully stabilized communities (1) |
24,204 | 23,058 | 5.0 | % | 47,802 | 45,708 | 4.6 | % | ||||||||||||||||
Development, rehabilitation and
lease-up communities |
2,242 | 1,100 | 103.8 | % | 4,169 | 2,189 | 90.5 | % | ||||||||||||||||
Condominium conversion and other communities (2) |
1,255 | 1,817 | (30.9 | )% | 2,929 | 3,629 | (19.3 | )% | ||||||||||||||||
Acquired communities (3) |
1,137 | 634 | 79.3 | % | 2,350 | 793 | 196.3 | % | ||||||||||||||||
Other expense (5) |
7,811 | 7,142 | 9.4 | % | 15,281 | 14,735 | 3.7 | % | ||||||||||||||||
36,649 | 33,751 | 8.6 | % | 72,531 | 67,054 | 8.2 | % | |||||||||||||||||
Property net operating income (6) |
$ | 41,532 | $ | 40,430 | 2.7 | % | $ | 83,080 | $ | 79,266 | 4.8 | % | ||||||||||||
Capital expenditures (7)(8) |
||||||||||||||||||||||||
Annually recurring: |
||||||||||||||||||||||||
Carpet |
$ | 911 | $ | 965 | (5.6 | )% | $ | 1,665 | $ | 1,662 | 0.2 | % | ||||||||||||
Other |
2,553 | 2,746 | (7.0 | )% | 4,404 | 3,986 | 10.5 | % | ||||||||||||||||
Total |
$ | 3,464 | $ | 3,711 | (6.7 | )% | $ | 6,069 | $ | 5,648 | 7.5 | % | ||||||||||||
Periodically recurring |
$ | 1,562 | $ | 1,541 | 1.4 | % | $ | 3,867 | $ | 2,225 | 73.8 | % | ||||||||||||
Average apartment units in service |
19,434 | 19,478 | 1.8 | % | 19,636 | 19,375 | 2.4 | % | ||||||||||||||||
(1) | Communities which reached stabilization prior to January 1, 2006. | |
(2) | Portions of existing apartment communities being converted into condominiums that are reflected in continuing operations under SFAS No. 144 and communities converted and expected to be converted to joint venture ownership. | |
(3) | Communities acquired subsequent to January 1, 2006. | |
(4) | Other property segment revenues include revenues from commercial properties, from furnished apartment rentals above the unfurnished rental rates and any property revenue not directly related to property operations. Other property segment revenues exclude other corporate revenues of $128 and $86 for the three months ended and $245 and $151 for the six months ended June 30, 2007 and 2006, respectively. | |
(5) | Other expenses includes certain indirect central office operating expenses related to management, grounds maintenance, and costs associated with commercial properties and furnished apartment rentals. |
- 44 -
(6) | A reconciliation of property net operating income to GAAP net income is detailed below. |
Three months ended | Six months ended | |||||||||||||||
June 30, | June 30, | |||||||||||||||
2007 | 2006 | 2007 | 2006 | |||||||||||||
Total same store NOI |
$ | 38,679 | $ | 37,126 | $ | 76,984 | $ | 73,230 | ||||||||
Property NOI from other operating segments |
2,853 | 3,304 | 6,096 | 6,036 | ||||||||||||
Consolidated property NOI |
41,532 | 40,430 | 83,080 | 79,266 | ||||||||||||
Add (subtract): |
||||||||||||||||
Interest income |
213 | 331 | 463 | 582 | ||||||||||||
Other revenues |
128 | 86 | 245 | 151 | ||||||||||||
Minority interest in consolidated
property partnerships |
(811 | ) | (63 | ) | (831 | ) | (92 | ) | ||||||||
Depreciation |
(17,059 | ) | (16,747 | ) | (34,103 | ) | (33,135 | ) | ||||||||
Interest expense |
(13,199 | ) | (13,469 | ) | (26,743 | ) | (27,016 | ) | ||||||||
Amortization of deferred financing costs |
(829 | ) | (833 | ) | (1,641 | ) | (1,769 | ) | ||||||||
General and administrative |
(5,959 | ) | (4,632 | ) | (11,407 | ) | (9,058 | ) | ||||||||
Investment and development |
(1,933 | ) | (1,618 | ) | (3,461 | ) | (3,168 | ) | ||||||||
Gains on sales of real estate assets, net |
62,716 | 8,569 | 66,400 | 8,411 | ||||||||||||
Equity in income of unconsolidated
real estate entities |
310 | 412 | 814 | 724 | ||||||||||||
Other income (expense) |
(261 | ) | 272 | (522 | ) | 1,694 | ||||||||||
Minority interest of common unitholders |
(911 | ) | (235 | ) | (996 | ) | (282 | ) | ||||||||
Income from continuing operations |
63,937 | 12,503 | 71,298 | 16,308 | ||||||||||||
Income from discontinued operations |
| 1,481 | 17,110 | 2,477 | ||||||||||||
Net income |
$ | 63,937 | $ | 13,984 | $ | 88,408 | $ | 18,785 | ||||||||
(7) | In addition to those expenses which relate to property operations, the Company incurs annually recurring and periodically recurring capital expenditures relating to acquiring and developing new assets, materially enhancing the value of an existing asset, or substantially extending the useful life of an existing asset, all of which are capitalized. Annually recurring capital expenditures are those that are generally expected to be incurred on an annual basis. Periodically recurring capital expenditures are those that generally occur less frequently than on an annual basis. | |
(8) | A reconciliation of property capital expenditures from continuing operations to total annually recurring and periodically recurring capital expenditures as presented in the consolidated statements of cash flows under GAAP is detailed below. |
Three months ended | Six months ended | |||||||||||||||
June 30, | June 30, | |||||||||||||||
2007 | 2006 | 2007 | 2006 | |||||||||||||
Annually recurrring capital expenditures |
||||||||||||||||
Continuing operations |
$ | 3,464 | $ | 3,711 | $ | 6,069 | $ | 5,648 | ||||||||
Discontinued operations |
| 149 | 11 | 266 | ||||||||||||
Total annually recurring capital expenditures
per statements of cash flows |
$ | 3,464 | $ | 3,860 | $ | 6,080 | $ | 5,914 | ||||||||
Periodically recurring capital expenditures |
||||||||||||||||
Continuing operations |
$ | 1,562 | $ | 1,541 | $ | 3,867 | $ | 2,225 | ||||||||
Discontinued operations |
| 58 | | 97 | ||||||||||||
Total periodically recurring capital expenditures
per statements of cash flows |
$ | 1,562 | $ | 1,599 | $ | 3,867 | $ | 2,322 | ||||||||
- 45 -
Three months ended | Six months ended | |||||||||||||||||||||||
June 30, | June 30, | |||||||||||||||||||||||
2007 | 2006 | % Change | 2007 | 2006 | % Change | |||||||||||||||||||
Rental and other revenues |
$ | 62,883 | $ | 60,184 | 4.5 | % | $ | 124,786 | $ | 118,938 | 4.9 | % | ||||||||||||
Property operating and
maintenance expenses
(excluding depreciation and
amortization) |
24,204 | 23,058 | 5.0 | % | 47,802 | 45,708 | 4.6 | % | ||||||||||||||||
Same store net operating income (1) |
$ | 38,679 | $ | 37,126 | 4.2 | % | $ | 76,984 | $ | 73,230 | 5.1 | % | ||||||||||||
Capital expenditures (2) |
||||||||||||||||||||||||
Annually recurring: |
||||||||||||||||||||||||
Carpet |
$ | 820 | $ | 868 | (5.5 | )% | $ | 1,494 | $ | 1,500 | (0.4 | )% | ||||||||||||
Other |
1,882 | 2,187 | (13.9 | )% | 3,078 | 3,280 | (6.2 | )% | ||||||||||||||||
Total annually recurring |
2,702 | 3,055 | (11.6 | )% | 4,572 | 4,780 | (4.4 | )% | ||||||||||||||||
Periodically recurring |
643 | 731 | (12.0 | )% | 1,350 | 1,138 | 18.6 | % | ||||||||||||||||
Total capital expenditures (A) |
$ | 3,345 | $ | 3,786 | (11.6 | )% | $ | 5,922 | $ | 5,918 | 0.1 | % | ||||||||||||
Total capital expenditures per unit
(A ÷ 17,076 units) |
$ | 196 | $ | 222 | (11.7 | )% | $ | 347 | $ | 347 | 0.1 | % | ||||||||||||
Average economic occupancy (3) |
94.4 | % | 95.2 | % | (0.8 | )% | 94.2 | % | 95.2 | % | (1.0 | )% | ||||||||||||
Average monthly rental rate per unit (4) |
$ | 1,223 | $ | 1,157 | 5.7 | % | $ | 1,219 | $ | 1,147 | 6.3 | % | ||||||||||||
(1) | Net operating income of stabilized communities is a supplemental non-GAAP financial measure. See page 45 for a reconciliation of net operating income for stabilized communities to GAAP net income. | |
(2) | A reconciliation of these segment components of property capital expenditures to total annually recurring and periodically recurring capital expenditures as presented in the consolidated statements of cash flows prepared under GAAP is detailed below. |
- 46 -
Three months ended | Six months ended | |||||||||||||||
June 30, | June 30, | |||||||||||||||
2007 | 2006 | 2007 | 2006 | |||||||||||||
Annually recurring capital expenditures by operating segment |
||||||||||||||||
Same store |
$ | 2,702 | $ | 3,055 | $ | 4,572 | $ | 4,780 | ||||||||
Development, rehabilitation and lease-up |
286 | 286 | 512 | 353 | ||||||||||||
Condominium conversion and other |
277 | 183 | 616 | 313 | ||||||||||||
Acquired |
94 | 49 | 208 | 50 | ||||||||||||
Other segments |
105 | 287 | 172 | 418 | ||||||||||||
Total annually recurring capital expenditures per
statements of cash flows |
$ | 3,464 | $ | 3,860 | $ | 6,080 | $ | 5,914 | ||||||||
Periodically recurring capital expenditures by operating segment |
||||||||||||||||
Same store |
$ | 643 | $ | 731 | $ | 1,350 | $ | 1,138 | ||||||||
Development, rehabilitation and lease-up |
751 | 195 | 2,170 | 212 | ||||||||||||
Condominium conversion and other |
101 | 115 | 225 | 120 | ||||||||||||
Acquired |
3 | 1 | 4 | 1 | ||||||||||||
Other segments |
64 | 557 | 118 | 851 | ||||||||||||
Total periodically recurring capital expenditures per
statements of cash flows |
$ | 1,562 | $ | 1,599 | $ | 3,867 | $ | 2,322 | ||||||||
(3) | 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. Gross potential rent is defined as the sum of the gross actual rental rates for leased units and the anticipated rental rates for unoccupied units. 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 93.6% and 94.3% for the three months ended and 93.4% and 94.4% for the six months ended June 30, 2007 and 2006, respectively. For the three months ended June 30, 2007 and 2006, net concessions were $297 and $368, respectively, and employee discounts were $202 and $171, respectively. For the six months ended June 30, 2007 and 2006, net concessions were $572 and $700, respectively and employee discounts were $405 and $337, respectively. | |
(4) | Average monthly rental rate is defined as the average of the gross actual rental rates for leased units and the average of the anticipated rental rates for unoccupied units, divided by total units. |
- 47 -
- 48 -
- 49 -
- 50 -
- 51 -
- 52 -
- 53 -
- 54 -
Three months ended | Six months ended | |||||||||||||||
June 30, | June 30, | |||||||||||||||
2007 | 2006 | 2007 | 2006 | |||||||||||||
New community development and acquisition activity (1) |
$ | 37,030 | $ | 43,455 | $ | 66,620 | $ | 144,536 | ||||||||
Periodically recurring capital expenditures |
||||||||||||||||
Community rehabilitation and other revenue
generating improvements (2) |
2,539 | 1,972 | 7,206 | 2,837 | ||||||||||||
Other community additions and improvements (3) |
1,562 | 1,599 | 3,867 | 2,322 | ||||||||||||
Annually recurring capital expenditures |
||||||||||||||||
Carpet replacements and other community additions
and improvements (4) |
3,464 | 3,860 | 6,080 | 5,914 | ||||||||||||
Corporate additions and improvements |
347 | 487 | 1,608 | 983 | ||||||||||||
$ | 44,942 | $ | 51,373 | $ | 85,381 | $ | 156,592 | |||||||||
Other Data |
||||||||||||||||
Capitalized interest |
$ | 2,688 | $ | 2,306 | $ | 5,795 | $ | 4,138 | ||||||||
Capitalized development and associated costs (5) |
$ | 722 | $ | 490 | $ | 1,485 | $ | 754 | ||||||||
(1) | Reflects aggregate land and community development and acquisition costs, exclusive of the change in prepaid expenses and construction payables between years. | |
(2) | Represents expenditures for major community rehabilitations and other unit upgrade costs that enhance the rental value of such units. | |
(3) | Represents property improvement expenditures that generally occur less frequently than on an annual basis. | |
(4) | Represents property improvement expenditures of a type that are expected to be incurred on an annual basis. | |
(5) | Reflects internal personnel and associated costs capitalized to construction and development activities. |
- 55 -
Costs | Quarter | Estimated | ||||||||||||||||||||||||||||||||||||||||||
Incurred | of | Quarter of | ||||||||||||||||||||||||||||||||||||||||||
as of | Quarter of | First | Stabilized | Estimated | Units | |||||||||||||||||||||||||||||||||||||||
Number | Estimated | June 30, | Construction | Units | Occupancy | Units | Quarter | Under | Units | |||||||||||||||||||||||||||||||||||
Community | Location | of Units | Cost | 2007 | Start | Available | (1) | Leased (2) | Sell-out | Contract (3) | Closed (2) | |||||||||||||||||||||||||||||||||
($ in millions) | ($ in millions) | |||||||||||||||||||||||||||||||||||||||||||
Apartments: |
||||||||||||||||||||||||||||||||||||||||||||
Post Alexander |
Atlanta, GA | 307 | $ | 62.8 | $ | 24.2 | 2Q 2006 | 1Q 2008 | 1Q 2009 | | N/A | N/A | N/A | |||||||||||||||||||||||||||||||
Post Carlyle Square |
Washington, D.C. Area |
205 | 59.7 | 55.9 | 4Q 2004 | 4Q 2006 | 4Q 2007 | 159 | N/A | N/A | N/A | |||||||||||||||||||||||||||||||||
Post Walk® at
Citrus Park Village |
Tampa, FL | 296 | 41.4 | 7.3 | 3Q 2007 | 3Q 2008 | 4Q 2009 | | N/A | N/A | N/A | |||||||||||||||||||||||||||||||||
Post Eastside |
Dallas, TX | 435 | 53.9 | 12.1 | 4Q 2006 | 1Q 2008 | 1Q 2009 | | N/A | N/A | N/A | |||||||||||||||||||||||||||||||||
Post Hyde Park®
(expansion) |
Tampa, FL | 84 | 18.7 | (4) | 8.8 | 4Q 2006 | 1Q 2008 | 4Q 2008 | | N/A | N/A | N/A | ||||||||||||||||||||||||||||||||
Total Apartments |
1,327 | $ | 236.5 | $ | 108.3 | 159 | ||||||||||||||||||||||||||||||||||||||
Condominiums: |
||||||||||||||||||||||||||||||||||||||||||||
The Condominiums at |
Washington, | |||||||||||||||||||||||||||||||||||||||||||
Carlyle Square (5) |
D.C. Area | 145 | $ | 47.2 | $ | 43.9 | 4Q 2004 | 2Q 2007 | N/A | N/A | 2Q 2008 | 22 | 53 | |||||||||||||||||||||||||||||||
Mercer Square |
Dallas, TX | 85 | 17.7 | 15.0 | 2Q 2006 | 3Q 2007 | N/A | N/A | 3Q 2008 | 22 | 2 | |||||||||||||||||||||||||||||||||
The Residences at
3630 Peachtree (6) |
Atlanta, GA | 137 | 93.4 | 10.1 | 3Q 2007 | 3Q 2009 | N/A | N/A | 2Q 2010 | | | |||||||||||||||||||||||||||||||||
Total Condominiums |
367 | $ | 158.3 | $ | 69.0 | 44 | 55 | |||||||||||||||||||||||||||||||||||||
(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) | As of July 23, 2007. | |
(3) | As of July 23, 2007, represents the total number of units under contract for sale upon completion and delivery of the units. There can be no assurance that condominium units under contract will close. | |
(4) | Total estimated construction costs for the Post Hyde Park® expansion include the estimated replacement costs of six apartment units at the Companys existing Hyde Park community that were demolished to accommodate the expansion. | |
(5) | This project, consisting of 145 units, is being developed in a majority owned joint venture with a Washington D.C. based developer. | |
(6) | This project represents the condominium portion of a mixed-use development being developed in an entity owned with other third-party developers. This condominium portion of the project is co-owned with an Atlanta-based condominium development partner. The Companys proportionate share of the investment in this project is currently expected to be approximately $47.6 million, of which approximately $5.3 million has been incurred as of June 30, 2007. |
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Three months ended | Six months ended | |||||||||||||||
June 30, | June 30, | |||||||||||||||
2007 | 2006 | 2007 | 2006 | |||||||||||||
Net income available to common shareholders |
$ | 62,027 | $ | 12,074 | $ | 84,589 | $ | 14,966 | ||||||||
Minority interest of common unitholders -
continuing operations |
911 | 235 | 996 | 282 | ||||||||||||
Minority interest in discontinued operations (1) |
| 31 | 266 | 56 | ||||||||||||
Depreciation on consolidated real estate assets |
16,524 | 16,423 | 33,013 | 33,256 | ||||||||||||
Depreciation on real estate assets held in
unconsolidated entities |
274 | 226 | 500 | 451 | ||||||||||||
Gains on sales of real estate assets |
(60,976 | ) | (8,559 | ) | (79,615 | ) | (8,802 | ) | ||||||||
Incremental gains on condominium sales (2) |
3,338 | 1,809 | 3,120 | 2,052 | ||||||||||||
Losses (gains) on sales of real estate assets unconsolidated
entities |
40 | (48 | ) | (162 | ) | (73 | ) | |||||||||
Incremental gains (losses) on condominium sales -
unconsolidated entities (2) |
(46 | ) | (43 | ) | 87 | (91 | ) | |||||||||
Funds from operations available to common
shareholders and unitholders (3) |
$ | 22,092 | $ | 22,148 | $ | 42,794 | $ | 42,097 | ||||||||
Weighted average shares outstanding basic |
43,463 | 42,817 | 43,416 | 42,351 | ||||||||||||
Weighted average shares and units outstanding basic |
44,086 | 43,687 | 44,064 | 43,313 | ||||||||||||
Weighted average shares outstanding diluted |
44,278 | 43,518 | 44,192 | 43,089 | ||||||||||||
Weighted average shares and units outstanding diluted |
44,900 | 44,389 | 44,840 | 44,051 |
(1) | Represents the minority interest in earnings and gains on properties held for sale and sold reported as discontinued operations for the periods presented. | |
(2) | For conversion projects, the Company recognizes incremental gains on condominium sales in FFO, net of provision for income taxes, to the extent that net sales proceeds 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 its taxable REIT subsidiary. For development projects, gains on condominium sales in FFO are equivalent to gains reported under GAAP. | |
(3) | For the three and six months ended June 30, 2007, FFO includes gains on land sales of $1,740 and $3,938, respectively. For the three and six months ended June 30, 2006, FFO included non-cash income of $233 and $1,655 relating to the market to market of an interest rate swap agreement. |
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| maintain a conservative ratio of fixed rate, long-term debt to total debt such that variable rate exposure is kept at an acceptable level; |
| fix certain long-term variable rate debt through the use of interest rate swaps or interest rate caps with appropriately matching maturities; |
| use treasury locks where appropriate to fix rates on anticipated debt transactions; and |
| take advantage of favorable market conditions for long-term debt and/or equity. |
Expected | ||||||||||||||||||||
Average | Average | Settlement | ||||||||||||||||||
Interest Rate Derivatives | Notional Amount | Pay Rate/Cap Rate | Receive Rate | Date | Fair Value | |||||||||||||||
Asset (Liab.) | ||||||||||||||||||||
Interest Rate Swap
Variable to fixed |
$95,600 amortizing to $90,270 |
5.21 | % | 1 month LIBOR | 7/31/09 | $ | (27 | ) | ||||||||||||
Interest rate caps |
$ | 28,495 | 5.00 | % | | 2/01/08 | | |||||||||||||
$ | (27 | ) | ||||||||||||||||||
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(c) | The following table summarizes the Companys purchases of its equity securities for the three months ended June 30, 2007 (in thousands, except per share amounts). |
Approximate Dollar | ||||||||||||||||
Total Number of | Value of Shares | |||||||||||||||
Shares Purchased as | that May Yet Be | |||||||||||||||
Part of Publicly | Purchased Under the | |||||||||||||||
Total Number of | Average Price Paid | Announced Plans or | Plans or | |||||||||||||
Period | Shares Purchased | Per Share | Programs | Programs (1) | ||||||||||||
April 1, 2007 to
April 30, 2007 |
| $ | | | $ | 196,300 | ||||||||||
May 1, 2007 to
May 31, 2007 |
| | | $ | 196,300 | |||||||||||
June 1, 2007 to
June 30, 2007 |
| | | $ | 196,300 | |||||||||||
Total |
| $ | | | $ | 196,300 | ||||||||||
(1) | In the fourth quarter of 2006, the Companys board of directors approved a stock repurchase program under which the Company may repurchase up to $200,000 of common or preferred stock through December 31, 2008. |
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For | Withheld | |||||||
Robert C. Goddard, III |
37,422,479 | 423,953 | ||||||
David P. Stockert |
37,434,585 | 411,846 | ||||||
Herschel M. Bloom |
36,041,552 | 1,804,879 | ||||||
Douglas Crocker II |
36,922,846 | 923,586 | ||||||
Walter M. Deriso, Jr. |
37,436,020 | 410,411 | ||||||
Russell R. French |
37,229,811 | 616,620 | ||||||
Charles E. Rice |
37,432,893 | 413,538 | ||||||
Stella F. Thayer |
37,432,223 | 414,208 | ||||||
Ronald de Waal |
37,433,525 | 412,906 |
For | Against | Abstain | ||||||
37,749,947 |
77,223 | 19,261 |
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Exhibit No. | Description | |||
3.1(a)
|
| Articles of Incorporation of the Company | ||
3.2(b)
|
| Articles of Amendment to the Articles of Incorporation of the Company | ||
3.3(b)
|
| Articles of Amendment to the Articles of Incorporation of the Company | ||
3.4(b)
|
| Articles of Amendment to the Articles of Incorporation of the Company | ||
3.5(c)
|
| Articles of Amendment to the Articles of Incorporation of the Company | ||
3.6(d)
|
| Bylaws of the Company (as Amended and Restated as of November 5, 2003) | ||
3.7(e)
|
| Amendment No. 1 to the Amended and Restated By-Laws of the Company | ||
3.8(h)
|
| Amendment No. 2 to the Amended and Restated By-Laws of the Company | ||
4.1(f)
|
| Indenture between the Company and SunTrust Bank, as Trustee | ||
4.2(f)
|
| Form of First Supplemental Indenture to the Indenture between the Company and SunTrust Bank, as Trustee | ||
11.1(g)
|
| Statement Regarding Computation of Per Share Earnings | ||
31.1
|
| Certification of the Chief Executive Officer pursuant to Rule 13a-14(a) or Rule 15d-14(a) of the Securities | ||
31.2
|
| Certification of the Chief Financial Officer pursuant to Rule 13a-14(a) or Rule 15d-14(a) of the Securities | ||
Exchange Act of 1934, as amended, and adopted under Section 302 of the Sarbanes-Oxley Act of 2002 | ||||
32.1
|
| Certification of the Chief Executive Officer pursuant to 18 U.S.C. 1350, as adopted under Section 906 of the Sarbanes-Oxley Act of 2002 | ||
32.2
|
| Certification of the Chief Financial Officer pursuant to 18 U.S.C. 1350, as adopted under Section 906 of the Sarbanes-Oxley Act of 2002 |
* | Identifies each management contract or compensatory plan required to be filed. | |
(a) | Filed as an exhibit to the Registration Statement on Form S-11 (SEC File No. 33-61936), as amended, of the Company and incorporated herein by reference. | |
(b) | Filed as an exhibit to the Annual Report on Form 10-K of the Registrants for the year ended December 31, 2002 and incorporated herein by reference. | |
(c) | Filed as an exhibit to the Quarterly Report on Form 10-Q of the Registrants for the quarter ended September 30, 1999 and incorporated herein by reference. | |
(d) | Filed as an exhibit to the Quarterly Report on Form 10-Q of the Registrants for the quarter ended September 30, 2003 and incorporated herein by reference. | |
(e) | Filed as Appendix A to the 2004 proxy statement and incorporated herein by reference. | |
(f) | Filed as an exhibit to the Registration Statement on Form S-3 (SEC File No. 333-42884), as amended, of the Company and incorporated herein by reference. | |
(g) | The information required by this exhibit is included in note 5 to the consolidated financial statements and incorporated herein by reference. | |
(h) | Filed as an exhibit to the Current Report on Form 8-K of the Registrants filed on February 20, 2007 and incorporated herein by reference. |
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POST PROPERTIES, INC. |
||||
August 8, 2007 | By /s/ David P. Stockert | |||
David P. Stockert | ||||
President and Chief Executive Officer (Principal Executive Officer) | ||||
August 8, 2007 | By /s/ Christopher J. Papa | |||
Christopher J. Papa | ||||
Executive Vice President and Chief Financial Officer (Principal Financial Officer) | ||||
August 8, 2007 | By /s/ Arthur J. Quirk | |||
Arthur J. Quirk | ||||
Senior Vice President and Chief Accounting Officer (Principal Accounting Officer) | ||||
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POST APARTMENT HOMES, L.P. |
||||
By: | Post GP Holdings, Inc., its sole general partner | |||
August 8, 2007 | By /s/ David P. Stockert | |||
David P. Stockert | ||||
President and Chief Executive Officer (Principal Executive Officer) | ||||
August 8, 2007 | By /s/ Christopher J. Papa | |||
Christopher J. Papa | ||||
Executive Vice President and Chief Financial Officer (Principal Financial Officer) | ||||
August 8, 2007 | By /s/ Arthur J. Quirk | |||
Arthur J. Quirk | ||||
Senior Vice President and Chief Accounting Officer (Principal Accounting Officer) | ||||
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Exhibit No. | Description | |||
3.1(a)
|
| Articles of Incorporation of the Company | ||
3.2(b)
|
| Articles of Amendment to the Articles of Incorporation of the Company | ||
3.3(b)
|
| Articles of Amendment to the Articles of Incorporation of the Company | ||
3.4(b)
|
| Articles of Amendment to the Articles of Incorporation of the Company | ||
3.5(c)
|
| Articles of Amendment to the Articles of Incorporation of the Company | ||
3.6(d)
|
| Bylaws of the Company (as Amended and Restated as of November 5, 2003) | ||
3.7(e)
|
| Amendment No. 1 to the Amended and Restated By-Laws of the Company | ||
3.8(h)
|
| Amendment No. 2 to the Amended and Restated By-Laws of the Company | ||
4.1(f)
|
| Indenture between the Company and SunTrust Bank, as Trustee | ||
4.2(f)
|
| Form of First Supplemental Indenture to the Indenture between the Company and SunTrust Bank, as Trustee | ||
11.1(g)
|
| Statement Regarding Computation of Per Share Earnings | ||
31.1
|
| Certification of the Chief Executive Officer pursuant to Rule 13a-14(a) or Rule 15d-14(a) of the Securities | ||
31.2
|
| Certification of the Chief Financial Officer pursuant to Rule 13a-14(a) or Rule 15d-14(a) of the Securities Exchange Act of 1934, as amended, and adopted under Section 302 of the Sarbanes-Oxley Act of 2002 | ||
32.1
|
| Certification of the Chief Executive Officer pursuant to 18 U.S.C. 1350, as adopted under Section 906 of the Sarbanes-Oxley Act of 2002 | ||
32.2
|
| Certification of the Chief Financial Officer pursuant to 18 U.S.C. 1350, as adopted under Section 906 of the Sarbanes-Oxley Act of 2002 |
* | Identifies each management contract or compensatory plan required to be filed. | |
(a) | Filed as an exhibit to the Registration Statement on Form S-11 (SEC File No. 33-61936), as amended, of the Company and incorporated herein by reference. | |
(b) | Filed as an exhibit to the Annual Report on Form 10-K of the Registrants for the year ended December 31, 2002 and incorporated herein by reference. | |
(c) | Filed as an exhibit to the Quarterly Report on Form 10-Q of the Registrants for the quarter ended September 30, 1999 and incorporated herein by reference. | |
(d) | Filed as an exhibit to the Quarterly Report on Form 10-Q of the Registrants for the quarter ended September 30, 2003 and incorporated herein by reference. | |
(e) | Filed as Appendix A to the 2004 proxy statement and incorporated herein by reference. | |
(f) | Filed as an exhibit to the Registration Statement on Form S-3 (SEC File No. 333-42884), as amended, of the Company and incorporated herein by reference. | |
(g) | The information required by this exhibit is included in note 5 to the consolidated financial statements and incorporated herein by reference. | |
(h) | Filed as an exhibit to the Current Report on Form 8-K of the Registrants filed on February 20, 2007 and incorporated herein by reference. |
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