UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, DC 20549
FORM 11-K
x | ANNUAL REPORT PURSUANT TO SECTION 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 |
For the fiscal year ended December 31, 2015
OR
¨ | TRANSITION REPORT PURSUANT TO SECTION 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 |
For the transition period from to
Commission file number 1-12080
A. | Full title of the plan and the address of the plan, if different from that of the issuer named below: |
Post Properties, Inc.
401(k) Plan
B. | Name of issuer of the securities held pursuant to the Plan and the address of its principal executive office: |
Post Properties, Inc.
4401 Northside Parkway, Suite 800
Atlanta, GA 30327
POST PROPERTIES, INC. 401(k) PLAN
REPORT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM
To the Plan Administrator
Post Properties, Inc. 401(k) Plan:
We have audited the accompanying statements of net assets available for benefits of the Post Properties, Inc. 401(k) Plan as of December 31, 2015 and 2014, and the related statement of changes in net assets available for benefits and the supplemental schedule for the year ended December 31, 2015. 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) and generally accepted auditing standards as established by the Auditing Standards Board (United States). Those standards require that we plan and perform the audits 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 the Plans 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 Plans 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, the financial statements referred to above present fairly, in all material respects, the net assets available for benefits of the Post Properties, Inc. 401(k) Plan as of December 31, 2015 and 2014 and the changes in its net assets available for benefits for the year ended December 31, 2015 in conformity with accounting principles generally accepted in the United States of America.
The supplemental schedule of assets (held at end of year) as of December 31, 2015 has been subjected to audit procedures performed in conjunction with the audit of the Plans financial statements. The supplemental schedule of assets (held at end of year) is the responsibility of the Plans management. Our audit procedures included determining whether the supplemental schedule of assets (held at end of year) reconciles to the financial statements or the underlying accounting and other records, as applicable, and performing procedures to test the completeness and accuracy of the information presented in the supplemental schedule of assets (held at end of year). In forming our opinion on the supplemental schedule of assets (held at end of year), we evaluated whether the supplemental schedule of assets (held at end of year), including its form and content, is presented in conformity with Department of Labors Rules and Regulations for Reporting and Disclosure under the Employee Retirement Income Security Act of 1974. In our opinion, the supplemental schedule of assets (held at end of year) is fairly stated, in all material respects, in relation to the financial statements as a whole.
/s/ Warren Averett, LLC |
Warren Averett, LLC |
Atlanta, Georgia
June 9, 2016
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POST PROPERTIES, INC. 401(k) PLAN
STATEMENTS OF NET ASSETS AVAILABLE FOR BENEFITS
December 31, 2015 and 2014
2015 | 2014 | |||||||
Investments, at fair value |
||||||||
Mutual funds and cash |
$ | 31,444,910 | $ | 32,426,113 | ||||
Common collective trust |
3,298,855 | 3,276,106 | ||||||
Employer securities |
5,413,559 | 5,917,450 | ||||||
|
|
|
|
|||||
TOTAL INVESTMENTS |
40,157,324 | 41,619,669 | ||||||
|
|
|
|
|||||
Receivables |
||||||||
Notes receivable from participants |
808,672 | 767,131 | ||||||
Employer contribution receivable |
771,658 | 652,015 | ||||||
|
|
|
|
|||||
TOTAL RECEIVABLES |
1,580,330 | 1,419,146 | ||||||
|
|
|
|
|||||
TOTAL ASSETS |
41,737,654 | 43,038,815 | ||||||
|
|
|
|
|||||
Excess contributions payable to plan participants |
| (30,331 | ) | |||||
|
|
|
|
|||||
NET ASSETS AVAILABLE FOR BENEFITS |
$ | 41,737,654 | $ | 43,008,484 | ||||
|
|
|
|
The accompanying notes are an integral part of these financial statements.
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POST PROPERTIES, INC. 401(k) PLAN
STATEMENT OF CHANGES IN NET ASSETS AVAILABLE FOR BENEFITS
For the Year Ended December 31, 2015
Additions to net assets attributed to: |
||||
Contributions |
||||
Employer |
$ | 797,373 | ||
Participants |
2,315,160 | |||
Rollover |
115,899 | |||
|
|
|||
TOTAL CONTRIBUTIONS |
3,228,432 | |||
Interest and dividends |
830,023 | |||
Interest income from notes receivable |
30,982 | |||
|
|
|||
TOTAL ADDITIONS |
4,089,437 | |||
|
|
|||
Deductions from net assets attributed to: |
||||
Benefits paid to participants Net depreciation in fair value of investments |
|
4,372,862 882,043 |
| |
Forfeitures used to offset employer contribution |
25,714 | |||
Fees and expenses |
79,648 | |||
|
|
|||
TOTAL DEDUCTIONS |
5,360,267 | |||
|
|
|||
NET DECREASE |
(1,270,830 | ) | ||
Net Assets Available for Benefits at Beginning of Year |
43,008,484 | |||
|
|
|||
Net Assets Available for Benefits at End of Year |
$ | 41,737,654 | ||
|
|
The accompanying notes are an integral part of these financial statements.
- 3 -
POST PROPERTIES, INC. 401(k) PLAN
Notes to Financial Statements
NOTE 1 DESCRIPTION OF THE PLAN
The following is a brief description of the Post Properties, Inc. 401(k) Plan (the Plan). Reference should be made to the Plan document for a more complete description of the Plans provisions.
General: The Plan is a defined contribution plan covering all full-time employees and part-time employees who have completed 60 days of service. It is subject to the provisions of the Employee Retirement Income Security Act of 1974 (ERISA).
Contributions: Each year, participants may contribute a percentage, up to 100%, of pretax annual compensation, as defined in the Plan not to exceed the amount allowed for income tax purposes. Participants 50 years of age or older may make catch-up contributions as allowed by the Economic Growth and Tax Relief Reconciliation Act of 2001 (EGTRRA). Participants may also contribute amounts representing distributions from other qualified defined benefit or defined contribution plans. Participants direct the investment of their contributions into various investment options offered by the Plan. Post Properties, Inc.s (the Company and Plan Sponsor) matching contributions are discretionary and currently the Company matches 50% of employee deferrals up to 6% of eligible compensation. The Company may make additional discretionary contributions, although to date it has not chosen to do so. Prior to 2015, Company contributions allocable to each participant were made in Company common stock. Subsequent to the Company stock contributions, Plan participants had the option of transferring such investment to other investment funds offered by the Plan. Contributions are subject to certain Internal Revenue Code (IRC) limitations.
Participant Accounts: Each participants account is credited with the participants contributions and the Companys matching contributions. Plan earnings (losses) are allocated based on participant earnings or account balances, as defined. The benefit to which a participant is entitled is the benefit that can be provided from the participants vested account.
Investment Options: Participants may direct their contributions and any related earnings into any investment fund option offered by the Plan. Investment options consist of mutual funds, a common collective trust and a Company stock fund. See additional disclosures in Note 3 concerning the Company stock investments.
Voting Rights: Each participant is entitled to exercise voting rights attributable to the common shares of the Company allocated to his or her account. Participants are requested to instruct the Trustee as to how shares should be voted. If a participant does not provide the Trustee with instructions as to how shares should be voted, then such shares are voted proportionately in accordance with instructions received from other participants in the Plan.
Vesting: Participants are fully vested in their contributions and the earnings (losses) thereon. Vesting in Company contributions and related earnings (losses) accrues using a graduated scale based on years of service. To earn a year of service, a participant must be credited with at least 1,000 hours of service during any plan year. Participants are fully vested after five years.
Notes Receivable from Participants: Participants may borrow from their fund account a minimum of $1,000 and up to a maximum of the lesser of $50,000 or 50% of their vested account balance. Notes are secured by the balance in the participants account and currently bear interest at a rates of 4.25% to 4.5% and have a definite repayment period, not to exceed five years except in the case of the purchase of a residence. Principal and interest is paid ratably through payroll deductions.
Payment of Benefits: Upon termination of service for any reason, a participant may elect to receive either a lump-sum amount equal to the value of the participants vested interest in his or her account or a portion of that vested interest.
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POST PROPERTIES, INC. 401(k) PLAN
Notes to Financial Statements
Participants may withdraw up to 100% of their rollover account at any time. Participants may withdraw up to 100% of their employee deferrals and 100% of their vested matching and employer discretionary contributions at any time after attaining age 59 1⁄2.
Account balances under $1,000 are automatically distributed upon termination of service.
In the event of a hardship as defined by the Plan, participants may withdraw an amount not to exceed the total of their vested account balance.
Investment and Administrative Expenses: Net expenses associated with individual plan investments as well as those of Transamerica Retirement Solutions, the Plans record keeper, are paid by Plan participants. Certain legal, professional fees and other usual and reasonable costs of administering the Plan are paid by the Company.
Excess Contributions Payable: The Plan passed the Actual Deferral Percentage (ADP) discrimination test for 2015 and accordingly did not have to refund excess contributions to highly compensated employees. The Plan failed the test in 2014 and the Company elected to have the highly compensated employees withdraw the excess contributions out of the Plan. These excess contributions totaled $30,331 for 2014 and are included as a liability in the statements of net assets available for benefits as of December 31, 2014.
Forfeited Accounts: Forfeited accounts will be used to reduce future employer contributions. The employers contribution receivable at December 31, 2015 and 2014 of $771,658 and $652,015, respectively, is net of the 2015 and 2014 forfeitures of $25,714 and $12,920, respectively. There were no additional forfeitures for future use at December 31, 2015 or 2014.
NOTE 2 ACCOUNTING POLICIES
Basis of Accounting: The accompanying financial statements have been prepared on the accrual basis of accounting, in accordance with accounting principles generally accepted in the United States of America.
Use of Estimates: The preparation of the financial statements in conformity with the accrual basis of accounting requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities and contingent assets and liabilities at the date of the financial statements and the reported additions and deductions during the reporting period. Actual results could differ from those estimates.
Investment Valuation and Income Recognition: Investments are reported at fair value. Fair value is the price that would be received to sell an asset or paid to transfer a liability in an orderly transaction between market participants at the measurement date. See note 3 for a discussion of fair value measurements.
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POST PROPERTIES, INC. 401(k) PLAN
Notes to Financial Statements
Purchases and sales of securities are recorded on a trade date basis. Dividends are recorded on the ex-dividend date. Interest income is recorded on an accrual basis. Net depreciation includes the Plans realized gains and losses on investments bought and sold as well as unrealized gains and losses on investments held during the year.
Investment securities, in general, are exposed to various risks, including credit, interest, and overall market volatility risks. Due to the level of risk associated with certain investment securities, it is possible that changes in values of investment securities will occur and that such changes could materially affect the amount reported in the Statements of Net Assets Available for Benefits.
Notes Receivable from Participants: Notes receivable from participants are measured at their unpaid principal balance plus accrued but unpaid interest. Delinquent participant loans are reclassified as distributions based upon terms of the Plan document.
Payments of Benefits: Benefits are recorded when paid.
Recently Issued Accounting Pronouncements: In May 2015, Accounting Standards Update No. 2015-07 (ASU 2015-07), Fair Value Measurement (Topic 820): Disclosure for Investments in Certain Entities That Calculate Net Asset Value per Share (or its Equivalent), was issued. This guidance exempts investments measured using net asset value from categorization within the fair value hierarchy (see note 3). Effective for the year ended December 31, 2015, the Plan retrospectively adopted ASU-2015-07. Accordingly, the presentation of the Plans investment in the fair value hierarchy as of December 31, 2015 and 2014 in note 3 was amended to conform to this new guidance.
In July 2015, Accounting Standards Update No. 2015-12 (ASU 2015-12), Plan Accounting: Defined Benefit Pension Plans (Topic 960), Defined Contribution Pension Plans (Topic 962), Health and Welfare Benefit Plans (Topic 965), was issued. ASU 2015-12 clarified certain accounting and disclosure requirements for pension and welfare benefit plans. Effective for the year ended December 31, 2015, the Plan retrospectively adopted ASU-2015-12. Accordingly, the Plan reported its investment in the Common Collective Trust at fair value, using the net asset value practical expedient. Previously, the investment in the Common Collective Trust was valued at fair market value. As such, the Plan eliminated the adjustment from fair market value to net asset value in its statements of net assets available for benefits. At December 31, 2014, the aggregate fair market value of this investment was $44,293 higher than the fair value measured using the net asset value practical expedient. Additionally, the adoption of ASU 2015-12 eliminated certain previously required disclosures related to Plan investments representing more than five percent or more of net plan assets available for benefits as well as the net appreciation/depreciation of plan investments by general investment type. Accordingly, the Plan eliminated these disclosures in the accompanying notes to the financial statements.
NOTE 3 FAIR VALUE MEASUREMENTS
Financial Accounting Standards Board (FASB) Accounting Standards Codification (ASC) 820, Fair Value Measurements and Disclosures, provides the framework for measuring fair value. That framework provides a fair value hierarchy that prioritizes the inputs to valuation techniques used to measure fair value. The hierarchy gives the highest priority to unadjusted quoted prices in active markets for identical assets or liabilities (level 1 measurements) and the lowest priority to unobservable inputs (level 3 measurements.) The three levels of the fair value hierarchy under FASB ASC 820 are described as follows:
| Level 1 Quoted prices in active markets for identical investments. |
| Level 2 Inputs other than quoted prices that are observable for the investments, either directly or indirectly. |
| Level 3 Unobservable inputs for the investments. |
- 6 -
POST PROPERTIES, INC. 401(k) PLAN
Notes to Financial Statements
The asset or liabilitys fair value measurement level within the fair value hierarchy is based on the lowest level of any input that is significant to the fair value measurement. The following is a description of the valuation methodologies used for assets measured at fair value. Other than the change in the valuation methodology for the Common Collective Trust (see note 2), there have been no changes in the methodologies used at December 31, 2015 and 2014.
Mutual funds: Valued at the daily closing price reported by the mutual funds for shares held by the plan at year end. The mutual funds held by the Plan are deemed to be actively traded.
Employer Securities: The Plans investment option related to Company common stock consists of the ownership of a common stock fund administered by Transamerica Retirement Solutions, the Plans record keeper. The Company common stock fund consists of investments in Company common stock, cash and dividends receivable. The common stock component of the fund is made up of whole shares of common stock and the cash is invested in an interest-bearing account. The interest on the cash investment plus any dividends paid on the Company common stock is reinvested into the fund. The cash component generally represents approximately 2% to 4% of the total fund and provides the fund liquidity for participant redemptions. The shares of Company common stock held by the fund are valued at the quoted market price of the stock at year end.
The unit value of the Company stock fund changes as the market value of the underlying common stock goes up or down. The unit value of the Company common stock fund is calculated on a daily basis. At December 31, 2015, the fund held 287,882 units at a unit value of approximately $18.80. The fund balance of $5,413,559 is comprised of 88,845 shares of Company common stock valued at $5,256,850, cash investments of $118,012, and dividends, interest and other receivables of $38,697. At December 31, 2014, the fund held 325,914 units at a unit value of approximately $18.16. The fund balance of $5,917,450 is comprised of 97,995 shares of Company common stock valued at $5,758,056, cash investments of $120,374, and dividends, interest and other receivables of $39,020.
Common Collective Trust: The Plans investment in the Common Collective Trust-Diversified Stable Pooled Fund (the Trust) is valued at the fair value, using the net asset value practical expedient, of the units of the Trust. The Trusts investments are composed of investments in an underlying stable value fund that primarily invests in fully benefit-responsive investment contracts. Fair value, using the net asset value practical expedient under the applicable accounting standards, is the prescribed method for measuring investments in fully benefit-responsive investment contracts.
- 7 -
POST PROPERTIES, INC. 401(k) PLAN
Notes to Financial Statements
The following table presents the Plans investments reported at fair value and the related level in the fair value hierarchy as defined by FASB ASC 820 used to measure those investments at December 31:
Fair value measurements as of December 31, 2015 | ||||||||||||||||
Investments |
Total | Level 1 | Level 2 | Level 3 | ||||||||||||
Mutual funds |
$ | 31,444,910 | $ | 31,444,910 | $ | | $ | | ||||||||
Employer securities |
5,413,559 | 5,413,559 | | | ||||||||||||
|
|
|||||||||||||||
Total assets in the fair market value hierarchy |
36,858,469 | |||||||||||||||
Common collective trust (1) |
3,298,855 | |||||||||||||||
|
|
|||||||||||||||
Investments at fair value |
$ | 40,157,324 | ||||||||||||||
|
|
|||||||||||||||
Fair value measurements as of December 31, 2014 | ||||||||||||||||
Investments |
Total | Level 1 | Level 2 | Level 3 | ||||||||||||
Mutual funds |
$ | 32,426,113 | $ | 32,426,113 | $ | | $ | | ||||||||
Employer securities |
5,917,450 | 5,917,450 | | | ||||||||||||
|
|
|||||||||||||||
Total assets in the fair market value hierarchy |
38,343,563 | |||||||||||||||
Common collective trust (1) |
3,276,106 | |||||||||||||||
|
|
|||||||||||||||
Investments at fair value |
$ | 41,619,669 | ||||||||||||||
|
|
(1) | In accordance with Accounting Standards Subtopic 820-10, investments in the Common Collective Trust that are measured at fair value using the net asset value practical expedient have not been classified in the fair value hierarchy and are listed above to permit a reconciliation of the fair value hierarchy to the amounts presented in the statement of net assets available for plan benefits. |
NOTE 4 TAX STATUS
The Internal Revenue Service has determined and informed the Company by a letter dated March 10, 2011 that the Plan, as designed, is qualified and that the trust established under the Plan is tax-exempt under the appropriate sections of the IRC. Therefore, no provision for income taxes has been included in the Plans financial statements.
NOTE 5 PARTY-IN-INTEREST TRANSACTIONS
As discussed above, the Plan held 287,882 units in the Company common stock fund at December 31, 2015 with a fair value of $5,413,559. At December 31, 2014, the Plan held 325,914 units in the Company common stock fund with a fair value of $5,917,450.
Certain Plan investments are shares of a Common Collective Trust sponsored by Massachusetts Fidelity Trust Company, an affiliate of Transamerica Retirement Solutions, the Plans record keeper. As a result, these transactions qualified as party-in-interest transactions. In addition, the Plans record keeper utilizes the services of State Street Bank & Trust Company as custodian and trustee for the remaining investments in the Plan.
NOTE 6 PLAN TERMINATION
Although it has not expressed any intent to do so, the Company has the right under the Plan to discontinue its contributions at any time and to terminate the Plan subject to the provisions of ERISA. In the event of Plan termination, participants will become 100% vested in their accounts.
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POST PROPERTIES, INC. 401(k) PLAN
Notes to Financial Statements
NOTE 7 RECONCILIATION OF FINANCIAL STATEMENTS TO FORM 5500
The following is a reconciliation of net assets available for benefits per the financial statements to Form 5500 at December 31:
2015 | 2014 | |||||||
Net assets available for benefits per the financial statements |
$ | 41,737,654 | $ | 43,008,484 | ||||
Excess contributions payable to Plan participants |
| 30,331 | ||||||
|
|
|
|
|||||
Net assets available for benefits per the Form 5500 |
$ | 41,737,654 | $ | 43,038,815 | ||||
|
|
|
|
The following is a reconciliation of the decrease in net assets available for benefits per the financial statements to Form 5500 for the year ended December 31, 2015:
Decrease in net assets available for benefits per the financial statements |
$ | (1,270,830 | ) | |
Less: 2014 Excess contributions payable to Plan participants |
(30,331 | ) | ||
Add: 2015 Excess contributions payable to Plan participants |
| |||
|
|
|||
Decrease in net assets available for benefits per the Form 5500 |
$ | (1,301,161 | ) | |
|
|
- 9 -
- 10 -
POST PROPERTIES, INC. 401(k) PLAN
EIN #58-1550675
PLAN #002
SCHEDULE H, LINE 4i SCHEDULE OF ASSETS (HELD AT END OF YEAR)
December 31, 2015
Identity of Issuer, Borrower, Lessor, or Similar Party |
Description of Investment |
Current Value |
||||
* State Street Bank & Trust Company | Cash Reserve Account | $ | 25,868 | |||
Vanguard 500 Index Fund | 5,236,026 | |||||
Vanguard Mid Cap Growth Inv | 3,972,838 | |||||
Goldman Sachs Large Cap Value Fund | 3,210,668 | |||||
American Century Growth Inv | 2,686,292 | |||||
BlackRock Global Allocation I | 1,914,184 | |||||
American Funds Capital World Growth & Income Fund | 1,887,495 | |||||
PIMCO Total Return Admin Fund | 1,484,527 | |||||
American Funds EuroPacific Growth Fund | 1,130,993 | |||||
Goldman Sachs Mid Cap Value Fund | 1,028,644 | |||||
T. Rowe Price Retirement 2025 | 898,215 | |||||
T. Rowe Price Retirement 2045 | 892,387 | |||||
Vanguard Intermed-Term Bond Index | 856,194 | |||||
Invesco Real Estate Fund | 687,676 | |||||
Allianz NFJ Small Cap Fund | 600,428 | |||||
T. Rowe Price Retirement 2050 | 594,259 | |||||
BlackRock Inflation Protected Bond Fund | 543,402 | |||||
T. Rowe Price Retirement 2030 | 527,504 | |||||
Janus Triton I | 464,909 | |||||
T. Rowe Price Retirement 2035 | 464,833 | |||||
Oppenheimer Developing Markets Fund | 391,906 | |||||
T. Rowe Price Retirement 2040 | 375,579 | |||||
Vanguard Mid Cap Index | 351,201 | |||||
T. Rowe Price Retirement 2020 | 276,440 | |||||
Vanguard Small Cap Index | 248,134 | |||||
Vanguard Total International Stock Index | 245,224 | |||||
T. Rowe Price Retirement 2055 | 224,564 | |||||
Vanguard Treasury Money Market Fund | 100,861 | |||||
T. Rowe Price Retirement 2010 | 61,186 | |||||
T. Rowe Price Retirement 2015 | 55,744 | |||||
T. Rowe Price Retirement Income | 6,678 | |||||
T. Rowe Price Retirement 2005 | 51 | |||||
|
|
|||||
Mutual Fund and Cash Total | 31,444,910 | |||||
* Diversified Investment Advisors, Inc. |
Diversified Stable Pooled Fund | 3,298,855 | ||||
** Post Properties, Inc. |
Common stock fund | 5,413,559 | ||||
* Various Plan Participants |
Participant loans with varying maturities at 4.25% to 4.5% interest rate | 808,672 | ||||
|
|
|||||
TOTAL |
$ | 40,965,996 | ||||
|
|
* - Indicates party-in-interest to the Plan
** - All investments in Post Properties, Inc. common stock, a party-in-interest, are Participant directed.
- 11 -
The Plan. 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.
Date: June 9, 2016 | By: | Post Properties, Inc., | ||||
the Plan Administrator of the 401(k) Plan | ||||||
/s/ Virginia Means | ||||||
Virginia Means | ||||||
Senior Vice President Human Resources Post Properties, Inc. |
- 12 -
Exhibit |
Document | |
23 | Consent of Warren Averett, LLC |
- 13 -