##### 



UNITED STATES SECURITIES AND EXCHANGE COMMISSION
 Washington, DC 20549
 Form 10-K/A
 þ
    
    ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934
 For fiscal year ended December 31, 2005
 OR
 o
    
    TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934
 For
the transition period
from to
 Commission
file number 1-12080
Commission file number 0-28226
 POST PROPERTIES, INC.
POST APARTMENT HOMES, L.P.
  Georgia
    
    58-1550675Georgia
    
    58-2053632(State or other jurisdiction of incorporation or organization)
    
    (I.R.S. Employer Identification No.)
 4401 Northside Parkway, Suite 800, Atlanta, Georgia 30327   (404) 846-5000
 Name of Each ExchangeTitle of each class
    
    on Which RegisteredCommon Stock, $.01 par value
    
    New York Stock Exchange8 1/2% Series A Cumulative
    
    New York Stock ExchangeRedeemable Preferred Shares, $.01 par value7
5/8% Series B Cumulative
    
    New York Stock ExchangeRedeemable Preferred Shares, $.01 par value
  Name of Each ExchangeTitle
of each class
    

on
Which RegisteredNone
    
    None
  Post Properties, Inc.
    
    Yes
    
    þ
    
    No
    
    oPost Apartment Homes, L.P.
    
    Yes
    
    þ
    
    No
    
    o
  Post Properties, Inc.
    
    Yes
    
    o
    
    No
    
    þPost Apartment Homes, L.P.
    
    Yes
    
    o
    
    No
    
    þ
  Post Properties, Inc.
    
    Yes
    
    þ
    
    No
    
    oPost Apartment Homes, L.P.
    
    Yes
    
    þ
    
    No
    
    o
 o
   Post Properties, Inc.
    
    Large Accelerated Filer þ
    
    Accelerated Filer o
    
    Non-Accelerated Filer oPost Apartment Homes, L.P.
    
    Large Accelerated Filer þ
    
    Accelerated Filer o
    
    Non-Accelerated Filer o
  Post Properties, Inc.
    
    Yes
    
    o
    
    No
    
    þPost Apartment Homes, L.P.
    
    Yes
    
    o
    
    No
    
    þ
 
 DOCUMENTS INCORPORATED BY REFERENCE




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##### 



TABLE OF CONTENTS  ITEM 6. SELECTED FINANCIAL DATASIGNATURESSIGNATURESExhibit IndexEX-31.1 SECTION 302 CERTIFICATION OF THE CEOEX-31.2 SECTION 302 CERTIFICATION OF THE CFOEX-32.1 SECTION 906 CERTIFICATION OF THE CEOEX-32.2 SECTION 906 CERTIFICATION OF THE CFO   
  ITEM 6. SELECTED FINANCIAL DATA
 Post Properties, Inc.
 (In thousands, except per share and apartment unit data)
 Year ended December 31,2005
    
    
    2004
    
    
    2003
    
    
    2002
    
    
    2001STATEMENT OF OPERATIONS DATARevenuesRental
    
    $
    279,508
    
    
    $
    266,191
    
    
    $
    253,345
    
    
    $
    248,682
    
    
    $
    265,035Other
    
    
    17,295
    
    
    
    16,593
    
    
    
    14,814
    
    
    
    14,200
    
    
    
    14,863Third-party services(1)
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    14,088Total revenues
    
    $
    296,803
    
    
    $
    282,784
    
    
    $
    268,159
    
    
    $
    262,882
    
    
    $
    293,986Income (loss) from continuing operations(2)
    
    $
    6,628
    
    
    $
    (26,282
    )
    
    $
    (26,885
    )
    
    $
    23,784
    
    
    $
    58,792Income from discontinued operations(3)
    
    
    135,320
    
    
    
    114,501
    
    
    
    41,041
    
    
    
    36,962
    
    
    
    28,748Income before cumulative effect of accounting change
    
    $
    141,948
    
    
    $
    88,219
    
    
    $
    14,156
    
    
    $
    60,746
    
    
    $
    87,540Net income(4)
    
    $
    141,948
    
    
    $
    88,219
    
    
    $
    14,156
    
    
    $
    60,746
    
    
    $
    86,927Dividends to preferred shareholders
    
    
    (7,637
    )
    
    
    (8,325
    )
    
    
    (11,449
    )
    
    
    (11,449
    )
    
    
    (11,768
    )Redemption costs on preferred stock and units
    
    
    
    
    
    
    (3,526
    )
    
    
    
    
    
    
    
    
    
    
    (239
    )Net income available to common shareholders
    
    $
    134,311
    
    
    $
    76,368
    
    
    $
    2,707
    
    
    $
    49,297
    
    
    $
    74,920PER COMMON SHARE DATAIncome (loss) from continuing operations (net
of preferred dividends and redemption
costs)  basic
    
    $
    (0.03
    )
    
    $
    (0.96
    )
    
    $
    (1.02
    )
    
    $
    0.33
    
    
    $
    1.23Income from discontinued operations  basic
    
    
    3.36
    
    
    
    2.88
    
    
    
    1.09
    
    
    
    1.00
    
    
    
    0.76Income before cumulative effect of accounting
change (net of preferred dividends and
redemption costs)  basic
    
    
    3.34
    
    
    
    1.92
    
    
    
    0.07
    
    
    
    1.33
    
    
    
    1.98Net income available to common shareholders  basic
    
    
    3.34
    
    
    
    1.92
    
    
    
    0.07
    
    
    
    1.33
    
    
    
    1.97Income (loss) from continuing operations (net of
preferred dividends and redemption costs) 
diluted
    
    $
    (0.03
    )
    
    $
    (0.96
    )
    
    $
    (1.02
    )
    
    $
    0.33
    
    
    $
    1.22Income from discontinued operations  diluted
    
    
    3.36
    
    
    
    2.88
    
    
    
    1.09
    
    
    
    1.00
    
    
    
    0.75Income before cumulative effect of accounting
change (net of preferred dividends and
redemption costs)  diluted
    
    
    3.34
    
    
    
    1.92
    
    
    
    0.07
    
    
    
    1.33
    
    
    
    1.97Net income available to common shareholders  diluted
    
    
    3.34
    
    
    
    1.92
    
    
    
    0.07
    
    
    
    1.33
    
    
    
    1.96Dividends declared
    
    
    1.80
    
    
    
    1.80
    
    
    
    1.80
    
    
    
    3.12
    
    
    
    3.12Weighted average common shares outstanding  basic
    
    
    40,217
    
    
    
    39,777
    
    
    
    37,688
    
    
    
    36,939
    
    
    
    38,053Weighted average common shares outstanding  diluted
    
    
    40,217
    
    
    
    39,777
    
    
    
    37,688
    
    
    
    36,954
    
    
    
    38,268BALANCE SHEET DATAReal estate, before accumulated depreciation
    
    $
    2,416,335
    
    
    $
    2,502,418
    
    
    $
    2,596,376
    
    
    $
    2,705,215
    
    
    $
    2,777,980Real estate, net of accumulated depreciation
    
    
    1,899,381
    
    
    
    1,977,719
    
    
    
    2,085,517
    
    
    
    2,258,037
    
    
    
    2,371,256Total assets
    
    
    1,981,454
    
    
    
    2,053,842
    
    
    
    2,215,451
    
    
    
    2,508,151
    
    
    
    2,538,351Total debt
    
    
    980,615
    
    
    
    1,129,478
    
    
    
    1,186,322
    
    
    
    1,414,555
    
    
    
    1,336,520Shareholders equity
    
    
    881,009
    
    
    
    788,070
    
    
    
    796,526
    
    
    
    833,699
    
    
    
    901,517OTHER DATACash flow provided by (used in):Operating activities
    
    $
    86,761
    
    
    $
    79,105
    
    
    $
    91,549
    
    
    $
    119,763
    
    
    $
    161,564Investing activities
    
    
    70,293
    
    
    
    131,873
    
    
    
    234,195
    
    
    
    (48,821
    )
    
    
    (51,213
    )Financing activities
    
    
    (150,767
    )
    
    
    (212,189
    )
    
    
    (330,800
    )
    
    
    (69,355
    )
    
    
    (113,007
    )Total stabilized communities (at end of period)
    
    
    57
    
    
    
    65
    
    
    
    70
    
    
    
    75
    
    
    
    78Total stabilized apartment units (at end of period)
    
    
    21,237
    
    
    
    24,700
    
    
    
    27,613
    
    
    
    29,199
    
    
    
    27,710Average economic occupancy (fully stabilized communities)(5)
    
    
    94.5
    %
    
    
    93.5
    %
    
    
    91.9
    %
    
    
    90.9
    %
    
    
    94.9
    %
 
 (1)
    
    Consists of revenues from property management and landscape services provided to
properties owned by third parties. These businesses were sold in the fourth quarter of 2001.(2)
    
    Income (loss) from continuing operations in 2005 includes a $5,267 gain on sale of
technology investment and severance charges of $796. Income (loss) from continuing
operations in 2004 included the impact of costs associated with the termination of a debt
remarketing agreement (interest expense) and an early debt extinguishment loss totaling
$14,626. See note 3 to the consolidated financial statements for a
discussion of these costs. Income (loss) from continuing operations in 2003 included the impact of severance and proxy
costs totaling $26,737. See note 7 to the consolidated financial statements for a discussion
of these costs. Income from continuing operations in 2001 included the impact of project
abandonment, employee severance and other charges totaling $17,450.(3)
    
    Upon the implementation of SFAS No. 144, Accounting for the Impairment or Disposal of
Long-Lived Assets, on January 1, 2002, the operating results of real estate held for sale and
sold are reported as discontinued operations for all years presented. Additionally, all
gains and losses on the sale of assets classified as held for sale subsequent to January 1,
2002 are included in discontinued operations. As the operating results and gains or losses
from the sale of real estate assets prior to January 1, 2002 are included in continuing
operations, the presentation of results is not comparable between years.(4)
    
    Includes the impact of $613, net of minority interest, resulting from the cumulative
effect of accounting change from the Companys adoption of SFAS No. 133 in 2001.




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##### 



(5)
    
    Calculated based on fully stabilized communities as defined for each year (unadjusted for
the impact of assets designated as held for sale in subsequent years). Average economic
occupancy is defined as gross potential rent less vacancy losses, model expenses and bad debt
divided by gross potential rent for the period, expressed as a percentage. The calculation of
average economic occupancy does not include a deduction for net concessions and employee
discounts (average economic occupancy, taking account of these amounts, would have been 93.9%,
93.0%, 90.8%, 89.1% and 93.8% for the years ended December 31, 2005, 2004, 2003, 2002 and
2001, respectively). Net concessions were $1,019, $621, $2,518, $4,215 and $1,860 for the
years ended December 31, 2005, 2004, 2003, 2002 and 2001, respectively. Employee discounts
were $420, S442, $535, $660 and $895 for the years ended December 31, 2005, 2004, 2003, 2002
and 2001, respectively. A community is considered by the Company to have achieved stabilized
occupancy on the earlier to occur of (i) attainment of 95% physical occupancy on the first day
of any month, or (ii) one year after completion of construction.
 Post Apartment Homes, L. P.
 (In thousands, except per unit and apartment unit data)
 Year ended December 31,2005
    
    
    2004
    
    
    2003
    
    
    2002
    
    
    2001STATEMENT OF OPERATIONS DATARevenuesRental
    
    $
    279,508
    
    
    $
    266,191
    
    
    $
    253,345
    
    
    $
    248,682
    
    
    $
    265,035Other
    
    
    17,295
    
    
    
    16,593
    
    
    
    14,814
    
    
    
    14,200
    
    
    
    14,863Third-party services(1)
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    14,088Total revenues
    
    $
    296,803
    
    
    $
    282,784
    
    
    $
    268,159
    
    
    $
    262,882
    
    
    $
    293,986Income
(loss) from continuing operations (2)
    
    $
    6,575
    
    
    $
    (25,088
    )
    
    $
    (25,652
    )
    
    $
    31,073
    
    
    $
    70,686Income from
discontinued operations (3)
    
    
    142,472
    
    
    
    122,265
    
    
    
    45,749
    
    
    
    42,045
    
    
    
    32,646Income before cumulative effect of accounting change
    
    $
    149,047
    
    
    $
    97,177
    
    
    $
    20,097
    
    
    $
    73,118
    
    
    $
    103,332Net income (4)
    
    $
    149,047
    
    
    $
    97,177
    
    
    $
    20,097
    
    
    $
    73,118
    
    
    $
    102,637Distributions to preferred unitholders
    
    
    (7,637
    )
    
    
    (12,105
    )
    
    
    (17,049
    )
    
    
    (17,049
    )
    
    
    (17,368
    )Redemption costs on preferred units
    
    
    
    
    
    
    (3,526
    )
    
    
    
    
    
    
    
    
    
    
    (239
    )Net income available to common unitholders
    
    $
    141,410
    
    
    $
    81,546
    
    
    $
    3,048
    
    
    $
    56,069
    
    
    $
    85,030PER COMMON UNIT DATAIncome (loss) from continuing operations (net of
preferred distributions and redemption costs)  basic
    
    $
    (0.03
    )
    
    $
    (0.96
    )
    
    $
    (1.02
    )
    
    $
    0.33
    
    
    $
    1.23Income from
discontinued operations  basic
    
    
    3.36
    
    
    
    2.88
    
    
    
    1.09
    
    
    
    1.00
    
    
    
    0.76Income before cumulative effect of accounting change
(net of preferred distributions and
redemption costs)  basic
    
    
    3.34
    
    
    
    1.92
    
    
    
    0.07
    
    
    
    1.33
    
    
    
    1.98Net income
available to common unitholders  basic
    
    
    3.34
    
    
    
    1.92
    
    
    
    0.07
    
    
    
    1.33
    
    
    
    1.97Income (loss) from continuing operations (net of
preferred distributions and redemption costs)  diluted
    
    $
    (0.03
    )
    
    $
    (0.96
    )
    
    $
    (1.02
    )
    
    $
    0.33
    
    
    $
    1.22Income from
discontinued operations  diluted
    
    
    3.36
    
    
    
    2.88
    
    
    
    1.09
    
    
    
    1.00
    
    
    
    0.75Income before cumulative effect of accounting change
(net of preferred distributions and
redemption costs)  diluted
    
    
    3.34
    
    
    
    1.92
    
    
    
    0.07
    
    
    
    1.33
    
    
    
    1.97Net income
available to common unitholders  diluted
    
    
    3.34
    
    
    
    1.92
    
    
    
    0.07
    
    
    
    1.33
    
    
    
    1.96Distributions declared
    
    
    1.80
    
    
    
    1.80
    
    
    
    1.80
    
    
    
    3.12
    
    
    
    3.12Weighted
average common units outstanding  basic
    
    
    42,353
    
    
    
    42,474
    
    
    
    42,134
    
    
    
    42,021
    
    
    
    43,212Weighted
average common units outstanding  diluted
    
    
    42,353
    
    
    
    42,474
    
    
    
    42,134
    
    
    
    42,036
    
    
    
    43,427BALANCE SHEET DATAReal estate, before accumulated depreciation
    
    $
    2,416,335
    
    
    $
    2,502,418
    
    
    $
    2,596,376
    
    
    $
    2,705,215
    
    
    $
    2,777,980Real estate, net of accumulated depreciation
    
    
    1,899,381
    
    
    
    1,977,719
    
    
    
    2,085,517
    
    
    
    2,258,037
    
    
    
    2,371,256Total assets
    
    
    1,981,454
    
    
    
    2,053,842
    
    
    
    2,215,451
    
    
    
    2,508,151
    
    
    
    2,538,351Total debt
    
    
    980,615
    
    
    
    1,129,478
    
    
    
    1,186,322
    
    
    
    1,414,555
    
    
    
    1,336,520Partners equity
    
    
    907,773
    
    
    
    831,411
    
    
    
    928,935
    
    
    
    993,976
    
    
    
    1,077,670OTHER DATACash flow provided by (used in):Operating activities
    
    $
    86,761
    
    
    $
    79,105
    
    
    $
    91,549
    
    
    $
    119,763
    
    
    $
    161,564Investing activities
    
    
    70,293
    
    
    
    131,873
    
    
    
    234,195
    
    
    
    (48,821
    )
    
    
    (51,213
    )Financing activities
    
    
    (150,767
    )
    
    
    (212,189
    )
    
    
    (330,800
    )
    
    
    (69,355
    )
    
    
    (113,007
    )Total stabilized communities (at end of period)
    
    
    57
    
    
    
    65
    
    
    
    70
    
    
    
    75
    
    
    
    78Total stabilized apartment units (at end of period)
    
    
    21,237
    
    
    
    24,700
    
    
    
    27,613
    
    
    
    29,199
    
    
    
    27,710Average
economic occupancy (fully stabilized communities) (5)
    
    
    94.5
    %
    
    
    93.5
    %
    
    
    91.9
    %
    
    
    90.9
    %
    
    
    94.9
    %
 
 (1)
    
    Consists of revenues from property management and landscape services provided to
properties owned by third parties. These businesses were sold in the fourth quarter of 2001.(2)
    
    Income (loss) from continuing operations in 2005 includes a $5,267 gain on sale of
technology investment and severance charges of $796. Income (loss) from continuing
operations in 2004 included the impact of costs associated with the termination of a debt
remarketing agreement (interest expense) and an early debt extinguishment loss totaling
$14,626. See note 3 to the consolidated financial statements for a discussion of these costs.
Income (loss) from continuing operations in 2003 included the impact of severance and proxy
costs totaling $26,737. See note 7 to the consolidated financial statements for a discussion
of these costs. Income from continuing operations in 2001 included the impact of project
abandonment, employee severance and other charges totaling $17,450.(3)
    
    Upon the implementation of SFAS No. 144, Accounting for the Impairment or Disposal of
Long-Lived Assets, on January 1, 2002, the operating results of real estate held for sale and
sold are reported as discontinued operations for all years presented. Additionally, all gains
and losses on the sale of assets classified as held for sale subsequent to January 1, 2002 are
included in discontinued operations. As the operating results and
gains or losses from the sale of real estate assets prior to January 1, 2002 are included in continuing operations, the
presentation of results are not comparable between years.(4)
    
    Includes the impact of $695 resulting from the cumulative effect of accounting change
from the Companys adoption of SFAS No. 133 in 2001.(5)
    
    Calculated based on fully stabilized communities as defined for each year (unadjusted
for the impact of assets designated as held for sale in subsequent years). Average economic
occupancy is defined as gross potential rent less vacancy losses, model expenses and bad debt
divided by gross potential rent for the period, expressed as a percentage. The calculation of
average economic occupancy does not include a deduction for net concessions and employee
discounts (average economic occupancy, taking account of these amounts, would have been 93.9%,
93.0%, 90.8%, 89.1% and 93.8% for the years ended December 31, 2005, 2004, 2003, 2002 and
2001, respectively). Net concessions were $1,019, $621, $2,518, $4,215 and $1,860 for the
years ended December 31, 2005, 2004, 2003, 2002 and 2001, respectively. Employee discounts
were $420, $442, $535, $660 and $895 for the years ended December 31, 2005, 2004, 2003, 2002
and 2001, respectively. A community is considered by the Company to have achieved stabilized
occupancy on the earlier to occur of (i) attainment of 95% physical occupancy on the first day
of any month, or (ii) one year after completion of construction.




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##### 



SIGNATURES
  POST PROPERTIES, INC.(Registrant)March 27, 2006
    
    By
    
    /s/ David P. StockertDavid P. StockertPresident and Chief Executive Officer(Principal Executive Officer)




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##### 



SIGNATURES
  POST APARTMENT HOMES, L.P.(Registrant)By
    
    Post G.P. Holdings, Inc., as General PartnerMarch 27, 2006
    
    By
    
    /s/  David P. StockertDavid P. StockertPresident and Chief Executive Officer(Principal Executive Officer)




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##### 



Exhibit Index
 31.1
    
    
    
    Certification of the Chief Executive Officer pursuant to Rule 13a-14(a) or Rule 15d-14(a) of the Securities
Exchange Act of 1934, as amended, and adopted under Section 302 of the Sarbanes-Oxley Act of 200231.2
    
    
    
    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 200232.1
    
    
    
    Certification of the Chief
Executive Officer pursuant to 18 U.S.C. 1350, as adopted under Section 906 of the
Sarbanes-Oxley Act of 200232.2
    
    
    
    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