UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, DC 20549
FORM 11-K
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ANNUAL REPORT PURSUANT TO SECTION 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934
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For the fiscal year ended December 31, 2010
OR
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TRANSITION REPORT PURSUANT TO SECTION 15(d) OF THE SECURITIES EXCHANGE ACT OF 1933
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For the transition period from
to
Commission file number 1-12080
A.
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Full title of the plan and the address of the plan, if different from that of the issuer named below:
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Post Properties, Inc.
2005 Non-Qualified Employee
Stock Purchase Plan
B.
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Name of issuer of the securities held pursuant to the plan and the address of its principal executive office:
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Post Properties, Inc
4401 Northside Parkway, Suite 800
Atlanta, GA 30327
POST PROPERTIES, INC.
2005 NON-QUALIFIED EMPLOYEE
STOCK PURCHASE PLAN
TABLE OF CONTENTS
REPORT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM
To the Participants and Administrator of Post Properties, Inc.
2005 Non-Qualified Employee Stock Purchase Plan:
We have audited the accompanying statements of
financial condition of Post Properties, Inc. 2005 Non-Qualified Employee Stock Purchase Plan (the Plan) as of December 31, 2010 and 2009, and the related statements of income and changes in plan equity for each of the three years in
the period ended December 31, 2010. These financial statements are the responsibility of the Plans management. Our responsibility is to express an opinion on these financial statements based on our audits.
We conducted our audits in accordance with the standards of the Public Company Accounting Oversight Board (United States). Those standards require that
we plan and perform the audit to obtain reasonable assurance about whether the financial statements are free of material misstatement. The Plan is not required to have, nor were we engaged to perform, an audit of its internal control over financial
reporting. Our audits included consideration of internal control over financial reporting as a basis for designing audit procedures that are appropriate in the circumstances, but not for the purpose of expressing an opinion on the effectiveness of
the Companys internal control over financial reporting. Accordingly, we express no such opinion. An audit also includes examining, on a test basis, evidence supporting the amounts and disclosures in the financial statements, assessing the
accounting principles used and significant estimates made by management, as well as evaluating the overall financial statement presentation. We believe that our audits provide a reasonable basis for our opinion.
In our opinion, such financial statements present fairly, in all material respects, the financial position of Post Properties, Inc. 2005 Non-Qualified
Employee Stock Purchase Plan as of December 31, 2010 and 2009, and its income and changes in plan equity for each of the three years in the period ended December 31, 2010, in conformity with accounting principles generally accepted in the
United States of America.
/s/ Deloitte & Touche LLP
Atlanta, Georgia
March 16, 2011
1
POST PROPERTIES, INC.
2005 NON-QUALIFIED EMPLOYEE STOCK PURCHASE PLAN
STATEMENTS OF FINANCIAL CONDITION
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December 31,
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2010
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2009
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PLAN ASSETS
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Receivable from Post Apartment Homes, L.P
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$
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375,486
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$
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349,186
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LIABILITIES
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Obligation to purchase Post Properties, Inc. common stock and issue refunds
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375,486
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349,186
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PLAN EQUITY
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$
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$
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See notes to financial statements.
2
POST PROPERTIES, INC.
2005 NON-QUALIFIED EMPLOYEE STOCK PURCHASE PLAN
STATEMENTS OF INCOME AND CHANGES IN PLAN EQUITY
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Year ended December 31,
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2010
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2009
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2008
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ADDITIONS:
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Participant contributions
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$
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644,931
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$
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701,031
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$
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665,676
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DEDUCTIONS:
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Purchases of Post Properties, Inc. common stock and refunds to Plan participants
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(618,631
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)
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(684,016
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)
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(812,391
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Change in obligation to acquire Post Properties, Inc. common stock and issue refunds
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(26,300
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)
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(17,015
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146,715
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PLAN EQUITY AT END OF YEAR
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$
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$
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$
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See notes to financial statements.
3
POST PROPERTIES, INC.
2005 NON-QUALIFIED EMPLOYEE STOCK PURCHASE PLAN
NOTES TO FINANCIAL STATEMENTS
NOTE 1 DESCRIPTION OF THE PLAN AND SIGNIFICANT
ACCOUNTING POLICIES
Post Properties, Inc. (the Company or Post) established the 2005 Non-Qualified Employee Stock
Purchase Plan (the Plan) to encourage stock ownership by eligible directors and employees. The Plan is administered by the Executive Compensation and Management Development Committee of the Companys Board of Directors.
The financial statements have been prepared on the accrual basis of accounting. All expenses incurred in the administration of the Plan are paid by the
Company and are excluded from these financial statements.
The change in the obligation to acquire Post Properties, Inc. common stock and
issue refunds represents the accrual basis increase/decrease in the receivable from Post Apartment Homes, L.P., the Companys primary operating subsidiary (the Operating Partnership), as the Plan is required to purchase Post
Properties, Inc. common stock and issue refunds with such assets.
NOTE 2 THE PLAN
The Plan became effective as of January 1, 2005, replacing the Companys 1995 Employee Stock Purchase Plan which was terminated in
December 2004. Under the Plan, eligible participating employees and directors of the Company can purchase shares of the Companys common stock at a discount (up to 15% as set by the Executive Compensation and Management Development
Committee of the Companys Board of Directors) from the Company through salary withholding and/or cash contributions. Aggregate shares issuable under the Plan total 300,000, of which 123,971 were available for issuance at December 31,
2010. The Plan is not subject to the provisions of the Employee Retirement Income Security Act of 1974 (ERISA), nor is it intended to qualify for special tax treatment under Section 401(a) of the Internal Revenue Code.
Directors who have been a member of the Board of Directors for at least one full calendar month and employees who are regularly scheduled to work at
least 20 hours per week and who have completed at least one full calendar month of employment are eligible to participate in the Plan. Eligible directors and employees (the Participants) may contribute to the Plan through payroll
deductions and direct cash contributions. The maximum contribution which a Participant can make for purchases under the Plan for any calendar year is $100,000. All contributions to the Plan are held in the general assets of the Operating
Partnership.
At the end of each purchase period, the amounts accumulated for each participating individual are automatically applied to the
purchase of Post common stock. The purchase price of the shares of common stock is equal to 85% (or such higher percentage set by the Executive Compensation and Management Development Committee) of the lesser of the closing price per share of Post
common stock on the first trading day of each six month purchase period or the closing price per share of Post common stock on the last trading day of each six month purchase period. At December 31, 2010 and 2009, the number of participants in
the Plan totaled 88 and 93, respectively.
4
All common stock of the Company purchased by Participants pursuant to the Plan may be voted by the
Participants or as directed by the Participants.
The Plan does not discriminate, in scope, terms, or operation, in favor of officers or
directors of the Company and is available, subject to the eligibility rules of the Plan, to all employees of the Company on the same basis. Even though there are no current intentions to do so, the Board of Directors can terminate the Plan at any
time. Upon the termination of employment with the Company or upon the termination of the Plan, all payroll deductions not used to purchase common stock would be refunded to participants.
NOTE 3 FEDERAL INCOME TAXES
The Plan is not subject to Federal income taxes. The
difference between the fair market value of the shares acquired under the Plan, and the amount contributed by the Participants is treated as ordinary income to the Participants for Federal and state income tax purposes. Accordingly, the Company
withholds all applicable taxes from the employees compensation. The fair market value of the shares is determined as of the stock purchase date.
5
SIGNATURES
Pursuant to the requirements of the Securities Exchange Act of 1934, the trustees (or other persons who administer the employee benefit plan) have duly caused this Annual Report to be signed on its behalf
by the undersigned hereunto duly authorized.
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Date: March 16, 2011
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The 2005 Non-Qualified Employee
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Stock Purchase Plan
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By:
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Post Properties, Inc.,
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Plan Administrator
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/s/ Linda J. Ricklef
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Linda J. Ricklef
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Senior Vice President of Human Resources
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Post Properties, Inc.
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6
EXHIBIT INDEX
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Exhibit
No.
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Document
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23.1
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Consent of Deloitte & Touche LLP
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7
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