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TABLE OF CONTENTS
AIMCO PROPERTIES, L.P. INDEX TO FINANCIAL STATEMENTS



SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549


Form 10-K


ý

ANNUAL REPORT PURSUANT TO SECTION 13 OR 15 OF THE SECURITIES EXCHANGE ACT OF 1934

For the fiscal year ended December 31, 2002

OR

o

TRANSITION REPORT PURSUANT TO SECTION 13 OR 15 OF THE SECURITIES EXCHANGE ACT OF 1934

For the transition period from                             to                             

Commission File Number 0-24497

AIMCO Properties, L.P.
(Exact name of registrant as specified in its charter)

Delaware
(State or other jurisdiction of
incorporation or organization)
  84-1275621
(I.R.S. Employer
Identification No.)

4582 South Ulster Street Parkway, Suite 1100
Denver, Colorado
(Address of principal executive offices)

 

  
80237
(Zip Code)

Registrant's Telephone Number, Including Area Code: (303) 757-8101

Securities Registered Pursuant to Section 12(b) of the Act:

Not Applicable   Not Applicable
(Title of each class
to be so registered)
  (Name of each exchange on which
each class to be registered)

Securities registered pursuant to Section 12(g) of the Act:
Partnership Common Units

        Indicate by check mark whether the registrant (1) has filed all reports required to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during the preceding 12 months (or for such shorter period that the registrant was required to file such reports), and (2) has been subject to such filing requirements for the past 90 days. Yes ý    No o

        Indicate by check mark if disclosure of delinquent filers pursuant to Item 405 of Regulation S-K is not contained herein, and will not be contained, to the best of registrant's knowledge, in definitive proxy or information statements incorporated by reference in Part III of this Form 10-K or any amendment to this Form 10-K. o

        Indicate by check mark whether the registrant is an accelerated filer (as defined in Rule 12b-2 of the Act). Yes ý    No o

        As of March 5, 2003, there were 103,424,351 Partnership Common Units outstanding.


Documents Incorporated by Reference

None




AIMCO PROPERTIES, L.P.

TABLE OF CONTENTS

ANNUAL REPORT ON FORM 10-K
For the Fiscal Year Ended December 31, 2002

Item

   
  Page
PART I

1.

 

Business

 

2
2.   Properties   18
3.   Legal Proceedings   19
4.   Submission of Matters to a Vote of Security Holders   19

PART II

5.

 

Market Price for the Registrant's Common Equity and Related Stockholder Matters

 

20
6.   Selected Financial Data   21
7.   Management's Discussion and Analysis of Financial Condition and Results of Operations   22
7a.   Quantitative and Qualitative Disclosures About Market Risk   43
8.   Financial Statements and Supplementary Data   43
9.   Changes in and Disagreements with Accountants on Accounting and Financial Disclosure   43

PART III

10.

 

Directors and Executive Officers of the Registrant

 

44
11.   Executive Compensation   46
12.   Security Ownership of Certain Beneficial Owners and Management and Related Stockholder Matters   50
13.   Certain Relationships and Related Transactions   51
14.   Controls and Procedures   52
15.   Exhibits, Financial Statement Schedule and Reports on Form 8-K   53

1



FORWARD-LOOKING STATEMENTS

The Private Securities Litigation Reform Act of 1995 provides a "safe harbor" for forward-looking statements in certain circumstances. In addition to historical information, this Annual Report on Form 10-K ("Annual Report") contains forward-looking statements that discuss future expectations, contain projections of results of operations or financial condition or state other "forward-looking" information. When used in this Annual Report, the words "may," "will," "expect," "intend," "plan," "believe," "anticipate," "estimate," "continue" or other similar words or expressions are generally intended to identify forward-looking statements. You should not place undue reliance on these forward-looking statements, which reflect our opinions only as of the date of this Annual Report. Actual results may differ materially from those described and will be affected by a variety of risks and factors including, without limitation: national and local economic conditions; the level of interest rates; terms and interpretations of governmental regulations that affect us; the competitive environment in which we operate; financing risks, including the risk that our cash flows from operations may be insufficient to meet required payments of principal and interest; real estate risks, including variations of real estate values, the general economic climate in local markets and competition for tenants in such markets; acquisition and development risks, including failure of such acquisitions to perform in accordance with projections; litigation, including the costs of settlements, adverse judgments and litigation costs; and possible environmental liabilities, including costs that may be incurred in remediation of contamination of properties presently or previously owned by us. In addition, our current and continuing qualification as a real estate investment trust involves the application of highly technical and complex provisions of the Internal Revenue Code and depends on our ability to meet the various requirements imposed by the Internal Revenue Code, through actual operating results, distribution levels and diversity of stock ownership. Readers should carefully review our financial statements and the notes thereto, as well as the section entitled "Risk Factors" described in this Annual Report.


PART I

ITEM 1. Business

        AIMCO Properties, L.P., a Delaware limited partnership (the "Partnership" and together with its consolidated subsidiaries and other controlled entities, the "Company"), was formed on May 16, 1994 to conduct the business of acquiring, redeveloping, leasing, and managing multifamily apartment properties. The Partnership's securities include Partnership Common Units ("common OP Units"), Partnership Preferred Units ("preferred OP Units"), and High Performance Partnership Units ("High Performance Units"), which are collectively referred to as "OP Units." Apartment Investment and Management Company, or AIMCO, is the owner of the General Partner — AIMCO-GP, Inc. — and the Special Limited Partner — AIMCO-LP, Inc., as defined in the Third Amended and Restated Agreement of Limited Partnership of AIMCO Properties, L.P. as amended, or the Partnership Agreement. The General Partner and Special Limited Partner hold common OP Units of the Partnership. In addition, AIMCO (through the General Partner and Special Limited Partner) is the primary holder of outstanding preferred OP Units. The Limited Partners (as defined in the Partnership Agreement) of the Partnership are individuals or entities that own common OP Units or preferred OP Units other than AIMCO, the General Partner or the Special Limited Partner. After holding the common OP Units for one year, the Limited Partners have the right to redeem their common OP Units for cash, subject to the prior right of the Partnership to elect to acquire some or all of the common OP Units tendered for redemption for cash or in exchange for shares of AIMCO Class A Common Stock. Common OP Units redeemed for AIMCO Class A Common Stock are generally on a one-for-one basis (subject to antidilution adjustments). Preferred OP Units may or may not be redeemable based on their respective terms, as provided for in the Partnership Agreement.

        The Partnership, through its operating divisions and subsidiaries, holds substantially all of AIMCO's assets and manages the daily operations of AIMCO's business and assets. All employees of the Company are employees of the Partnership; AIMCO has no employees.

        AIMCO is required to contribute to the Partnership all proceeds from offerings of its securities. In addition, substantially all of AIMCO's assets must be owned through the Partnership; therefore, AIMCO is generally required to contribute to the Partnership all assets acquired. In exchange for the contribution of offering proceeds or assets, AIMCO receives additional interests in the Partnership with similar terms (i.e., if AIMCO contributes proceeds of a preferred stock offering, AIMCO (through the General Partner and Special Limited Partner) receives preferred OP Units).

2


        AIMCO frequently consummates transactions for the benefit of the Partnership. For legal, tax or other business reasons, AIMCO may hold title or ownership of certain assets until they can be transferred to the Partnership. However, the Partnership has a controlling financial interest in substantially all of AIMCO's assets in the process of transfer to the Partnership. Except as the context otherwise requires, "we," "our," "us" and the "Company" refer to the Partnership, and the Partnership's consolidated corporate subsidiaries and consolidated real estate partnerships, collectively. Except as the context otherwise requires, "AIMCO" refers to AIMCO and AIMCO's consolidated corporate subsidiaries and consolidated real estate partnerships, collectively.

        As of December 31, 2002, we owned or managed a portfolio of 1,788 apartment properties (individually a "property" and collectively the "properties") containing 318,152 apartment units located in 47 states, the District of Columbia and Puerto Rico. Based on apartment unit data compiled by the National Multi Housing Council, as of December 31, 2002, we were the largest owner and operator of apartment properties in the United States. We serve approximately one million residents per year.

        As of December 31, 2002, we:

        At December 31, 2002, we had 103,452,171 common OP Units, 41,293,016 preferred OP Units and 2,379,084 High Performance Units (includes only those units that have met the required measurement benchmarks and are dilutive — see Note 20 to the consolidated financial statements in Item 8 of this Annual Report) outstanding.

        Effective March 3, 2003, our principal executive offices were moved to 4582 South Ulster Street Parkway, Suite 1100, Denver, Colorado 80237. Our telephone number is (303) 757-8101.

        We do not maintain a website. However, AIMCO does, and it makes all of its filings with the Securities and Exchange Commission available free of charge as soon as reasonably practicable through its website at www.aimco.com. The information on AIMCO's website is not incorporated into this Annual Report.

2002 Developments

Casden Merger

        On March 11, 2002, AIMCO completed the acquisition of Casden Properties, Inc., or Casden, which included the merger of Casden into AIMCO. We refer to this transaction as the Casden Merger. In the Casden Merger AIMCO acquired 4,975 conventional apartment units located in Southern California and 11,027 affordable apartment units located in 25 states. In that transaction, AIMCO also acquired National Partnership Investments Corp., which we refer to as NAPICO, a subsidiary of Casden, which, as general partner and/or limited partner of numerous limited partnerships, has interests in more than 400 properties with more than 41,000 apartment units. AIMCO paid approximately $1.1 billion for the properties and NAPICO, which included an earnout of $15 million as a result of property performance for the period ended December 31, 2001. To fund this acquisition AIMCO issued 3.508 million shares of AIMCO Class A Common Stock and we issued 882,784 common OP Units (valued at $164.9 million and $41.5 million, respectively, based on $47 per share/unit), paid approximately $198 million in cash, acquired title subject to existing mortgage indebtedness of approximately $685 million, and assumed short-term indebtedness of approximately $48 million. AIMCO also incurred approximately $15 million in transaction costs comprised largely of professional fees, which included legal, accounting, tax and acquisition due diligence. AIMCO contributed to the Partnership substantially all of the assets and liabilities acquired in the Casden Merger in exchange for 3.508 million common OP Units.

        In connection with the Casden Merger, we borrowed $287 million from Lehman Commercial Paper Inc. and other participating lenders, pursuant to a term loan that we refer to as the Casden Loan, to pay the cash and transaction costs required to complete the Casden Merger. During 2002, we repaid approximately 60% of the Casden Loan principally with portions of the proceeds from AIMCO's public offering of AIMCO Class A Common Stock, AIMCO's offering of Class R Cumulative Preferred Stock, property sales and other net cash flow from operations. The outstanding balance on the Casden Loan was $115 million at December 31, 2002. For additional information on the Casden Loan see Note 10 of the consolidated financial statements in Item 8 of this Annual Report.

3


        In addition, as part of the Casden Merger AIMCO committed to purchase two properties currently under development, upon satisfactory completion and attainment of 60% occupancy. On November 27, 2002, AIMCO closed on the purchase of The Villas at Park La Brea, a mid-rise apartment community with 250 units for approximately $55.5 million. The Villas at Park La Brea is the first of three phases to be completed as part of the Park La Brea development, which is one of the two development properties AIMCO has committed to purchase. The other two phases of the Park La Brea development are scheduled to be complete sometime in 2003 and 2004. There is not yet a schedule for completion of the second of the two development properties.

New England Properties Acquisition

        On August 29, 2002, we completed the acquisition of certain New England area apartment properties. In this acquisition, which we refer to as the New England Properties Acquisition, we acquired 11 conventional garden and mid-rise properties primarily located in the greater Boston, Massachusetts area. The 11 properties include 4,323 apartment units located on approximately 553 acres in the aggregate. The total cost of the acquisition included a purchase price of $500 million for the properties, $2.5 million in transaction costs and $34.2 million of initial capital expenditures (of which $28 million will be spent to complete a kitchen and bath program and $6.2 million will be spent to address other identified property needs). We funded the acquisition through a combination of non-recourse property debt of $308.7 million and $200 million from our credit facility. We expect to repay the borrowings on the credit facility with operating cash flows and proceeds from property sales.

Property Dispositions

        During 2002, we sold 53 conventional properties, 26 affordable properties, one commercial property and two senior living facilities for an aggregate sales price of $450.0 million. These sales resulted in net proceeds to the partnerships of $173.7 million after repayment of existing debt and payment of transaction costs (net of cash in the partnerships) totaling $276.3 million. Our share of the net proceeds was $127.1 million and was used to repay a portion of our outstanding short-term indebtedness and for other corporate purposes. Of the total property dispositions, 44 were unconsolidated and accounted for under the equity method.

Debt Assumptions and Financings

        On February 14, 2003, we and our lenders amended our revolving credit facility to provide for a $100 million increase, at our option, in the available commitment to $500 million (such commitment in excess of $400 million is not available until it has been syndicated), reduce the minimum fixed charge coverage ratio from 1.60:1 to 1.50:1 through the maturity date and extend the maturity date one year to July 31, 2005. Upon the effective date of the amendment, the margin on LIBOR-based loans and base rate loans was amended to a range between 2.05% to 2.65% and .55% to 1.15%, respectively, based on the fixed charge coverage ratio. For additional information on the credit facility see Note 11 of the consolidated financial statements in Item 8 of this Annual Report.

        During the year ended December 31, 2002, we refinanced or closed 93 mortgage loans generating $1,031.7 million of total proceeds at a weighted average interest rate of 4.26%, of which $937.9 million related to consolidated properties (these mortgages do not include the $308.7 million in mortgage loans related to the New England Properties Acquisition that are discussed below). Each loan is non-recourse. Among the 93 loans, 81 are individually secured by one of 81 properties with no cross-collateralization, and 12 loans totaling $228.4 million are cross-collateralized with certain other loans. After repayment of existing debt and payment of transaction costs totaling $832.0 million, our share of the total $199.7 million in net proceeds was $165.8 million, which was used to repay existing short-term debt and for other corporate purposes.

        In connection with the New England Properties Acquisition, we closed 11 mortgage loans generating $308.7 million of long-term, fixed rate, fully amortizing notes with a weighted average interest rate of 5.69%. Each loan is non-recourse and is individually secured by one of the 11 properties, with no cross-collateralization.

        In connection with the purchase of The Villas at Park La Brea, we closed a $38.0 million, long-term, fixed rate, fully amortizing note with an interest rate of 6.01%. This note is non-recourse and secured by the property.

        In addition, in connection with the Casden Merger, we assumed $684.7 million of primarily long-term, fixed-rate, fully amortizing notes payable with a weighted average interest rate of 6.85%. Each of the notes is individually secured by one of 116 properties with no cross-collateralization.

4


Equity Transactions

        The Partnership Agreement requires that, whenever AIMCO issues shares of its Class A Common Stock or its preferred stock, the proceeds from such issuances are contributed to the Partnership in exchange for an equal number of common OP Units or preferred OP Units, respectively. In 2002, AIMCO issued $51.1 million of preferred stock in two underwritten public offerings yielding approximately $50.0 million of net proceeds. The total proceeds were contributed by AIMCO to us in exchange for similar classes of preferred OP Units that have the same respective terms as the preferred stock detailed below:

Transaction

  Type
  Date
  Number
of Shares

  Total Proceeds
in Millions

  Dividend or
Distribution Rate

Class R Cumulative Preferred Stock of AIMCO   Public   March 2002   1,000,000   $ 25.8   (1)
Class R Cumulative Preferred Stock of AIMCO   Public   April 2002   1,000,000     25.3   (1)
               
   
Gross proceeds               $ 51.1    
               
   

(1)
Dividends on the Class R Cumulative Preferred Stock, or Class R Preferred Stock, are paid quarterly in an amount per share equal to $2.50 per year (equivalent to 10% per annum of the $25.00 liquidation preference).

        In 2002, AIMCO issued $165.0 million of AIMCO Class A Common Stock in connection with the Casden Merger, and contributed substantially all of the assets and liabilities acquired to us in exchange for common OP Units. Additionally, AIMCO issued $369.0 million of AIMCO Class A Common Stock in an underwritten public offering, and contributed the total proceeds to us in exchange for common OP Units.

        The following table summarizes AIMCO's significant 2002 issuances of its Class A Common Stock:

Transaction

  Date
  Number
of Shares

  Total Value
in Millions

  Net Issue
Price per Share

Casden Merger   March 2002   3,508,000   $ 165   $ 47.00
Public Offering   June 2002   8,000,000     369     46.17
           
 
Gross value           $ 534   $ 46.43
           
 

        In addition, we issued 882,784 common OP Units (valued at $41.5 million, based on $47 per unit) in connection with the Casden Merger, and 331,451 OP Units (valued at $16.9 million) in connection with acquisitions of limited partnership and other interests.

Acquisitions of Limited Partnership Interests

        From time to time, we have offered and, in the future, may offer to acquire the interests held by third party investors in certain partnerships for which we act as general partner. Any such acquisitions will require funds to pay the cash purchase price for such interests. During the year ended December 31, 2002, we made separate offers to the limited partners of 323 partnerships to acquire their limited partnership interests, and purchased limited partnership interests for an aggregate of approximately $31.0 million, of which $27.7 million was in cash and the remainder in common OP Units. This compares to the year ended December 31, 2001 when we made separate offers to the limited partners of 261 partnerships to acquire their limited partnership interests, and purchased approximately $178.0 million, of which $135.6 million was in cash and the remainder in common OP Units. Although the reason for this year over year decline is uncertain, we believe four primary factors contributed: improved real estate partnership results (including cash distributions to partners in recent years in increasing amounts resulting in increased returns); the relative attractiveness of investments in real estate as compared to other investment opportunities; greater sensitivity on the part of investors to tax liabilities related to such sales in the current volatile investment marketplace; and less third party equity available in affiliated partnerships as a result of our prior purchases.

5


Transactions Involving Notes Receivable

        During 2002, we completed a thorough collectibility analysis of each of our notes receivable, primarily from unconsolidated real estate partnerships. As a result of this process, we recorded a provision for loan losses of approximately $9.0 million. In addition, we identified transactions (including sales, refinancings, foreclosures and rights offerings) that would provide for collection of certain notes receivable (either in cash or by obtaining title to the property or additional ownership interest in the partnership owning the property). In 2002, we executed such transactions on notes receivable with carrying values of $111.2 million, and based on their fair values, recorded accretion income of approximately $36.8 million.

Financial Information About Industry Segments

        We operate in two industry segments: the acquisition, ownership, operation and redevelopment of a diversified portfolio of properties; and providing management and other services relating to the apartment business to third parties and affiliates. For further information on these segments and other related information on the various components of our operations, see Note 24 of the consolidated financial statements in Item 8, and Management's Discussion and Analysis in Item 7, of this Annual Report.

Operating and Financial Strategies

        Our principal operating objectives are to increase long-term OP unitholder value by increasing operating cash flows, and to provide long-term, predictable Funds From Operations, or FFO (as defined by the National Association of Real Estate Investment Trusts), per unit, less capital spending for replacements and enhancements. For a description of the meaning of FFO and its use and limitation as an operating measure, see the discussion titled "Funds From Operations" in Item 7 of this Annual Report. We strive to meet our objective by implementing operating and financing strategies that include the following:

6


Growth Strategies

        We seek growth through four primary sources — property operations, affordable activities, redevelopment of properties and acquisitions.

Property Operations

        We pursue operational growth primarily through the following strategies:

7


Affordable Activities

        In 2002, we formed Aimco Capital to integrate our affordable property operations, asset management and transaction activities. Our primary objective with Aimco Capital is to provide a predictable and increasing free cash flow through ownership and expertise in affordable properties and transactions. In order to enhance the value of our affordable properties, we seek to identify redevelopment opportunities and increase rent levels. In addition, we manage assets and transactions generating fees to Aimco Capital.

Redevelopment of Properties

        We believe redevelopment of selected properties in superior locations provides advantages over ground-up development, enabling us to generate rents comparable to new properties with relatively lower financial risk, in less time and with reduced delays due to governmental regulation. Our current policy is to generally limit redevelopments to approximately 10% of total common and preferred equity market capitalization, which, as of December 31, 2002 was approximately $5.0 billion. As of December 31, 2002, we had 10 properties with 3,678 units under redevelopment having an estimated total investment (fair market value prior to redevelopment plus new redevelopment spending) of $601 million, of which approximately $34 million remains to be spent. Our share of the estimated total investment is $501 million of which approximately $21 million remains to be spent.

Acquisitions

        We believe our acquisition strategies may increase profitability and predictability of earnings by expanding operations in select markets, gaining economies of scale and increasing opportunities to provide ancillary services to residents at acquired properties. We acquire additional properties primarily in three ways:

8


Property Management Strategies

        We seek to improve the operating results from our property management operations by, among other methods, combining centralized financial control and uniform operating procedures with localized property management decision-making and market knowledge. Currently, our property management operations are organized by our two major business components of conventional and affordable. Our conventional management operations are organized into 15 regional operating centers, each of which is supervised by a Regional Vice-President. As discussed previously, we formed Aimco Capital to integrate our affordable property operations, asset management and transaction activities. Within Aimco Capital, the affordable management operations are organized into four regional operating centers, each of which is supervised by a Regional Vice-President.

Our Taxation

        We are treated as a "pass-through" entity for Federal income tax purposes and are not subject to Federal income taxation. Each of our partners, however, is subject to tax on his allocable share of partnership tax items, including partnership income, gains, losses, deductions and credits, or Partnership Tax Items, for each taxable year during which he is a partner, regardless of whether he receives any actual distributions of cash or other property from the Partnership during the taxable year. Generally, the characterization of any particular Partnership Tax Item is determined by us, rather than at the partner level, and the amount of a partner's allocable share of such item is governed by the terms of the Partnership Agreement. The General Partner, is our "tax matters partner" for Federal income tax purposes. The tax matters partner is authorized, but not required, to take certain actions on behalf of us with respect to tax matters.

Taxation of AIMCO

        AIMCO has elected to be taxed as a REIT under the Internal Revenue Code of 1986, as amended, which we refer to as the Code, commencing with its taxable year ended December 31, 1994, and intends to continue to operate in such a manner. AIMCO's current and continuing qualification as a REIT depends on its ability to meet the various requirements imposed by the Code, through actual operating results, distribution levels and diversity of stock ownership.

        If AIMCO qualifies for taxation as a REIT, it will generally not be subject to United States Federal corporate income tax on its net income that is currently distributed to stockholders. This treatment substantially eliminates the "double taxation" (at the corporate and stockholder levels) that generally results from investment in a corporation. If AIMCO fails to qualify as a REIT in any taxable year, its taxable income will be subject to United States Federal income tax at regular corporate rates (including any applicable alternative minimum tax). Even if AIMCO qualifies as a REIT, it may be subject to certain state and local income taxes and to United States Federal income and excise taxes on its undistributed income.

        If in any taxable year AIMCO fails to qualify as a REIT and incurs additional tax liability, AIMCO may need to borrow funds or liquidate certain investments in order to pay the applicable tax and it would not be compelled to make distributions under the Code. Unless entitled to relief under certain statutory provisions, AIMCO would also be disqualified from treatment as a REIT for the four taxable years following the year during which qualification is lost. Although AIMCO currently intends to operate in a manner designed to qualify as a REIT, it is possible that future economic, market, legal, tax or other considerations may cause AIMCO to fail to qualify as a REIT or may cause its Board of Directors to revoke the REIT election.

        AIMCO and its stockholders may be subject to state or local taxation in various state or local jurisdictions, including those in which it or they transact business or reside. The state and local tax treatment that AIMCO and its stockholders receive may not conform to the United States Federal income tax treatment.

        Certain of AIMCO's operations (property management, asset management, risk, etc.) are conducted through Taxable REIT Subsidiaries, each of which we refer to as a TRS. A TRS is a C-corporation that has not elected REIT status and as such is subject to United States Federal corporate income tax. AIMCO uses the TRS format to facilitate its ability to offer certain services and activities to its residents that are not generally considered as qualifying REIT activities.

9


Competition

        In attracting and retaining residents we compete with numerous other housing alternatives. Our properties compete directly with other rental apartments and with single family homes that are available for rent or purchase in the markets in which our properties are located. Our properties also compete for residents with new and existing condominiums. The number of competitive properties in a particular area has a material effect on our ability to lease apartment units at our properties and on the rents we charge. We compete with numerous real estate companies in acquiring, developing and managing apartment properties and in seeking residents to occupy our properties.

Regulation

General

        Apartment properties are subject to various laws, ordinances and regulations, including regulations relating to recreational facilities such as swimming pools, activity centers and other common areas. Changes in laws increasing the potential liability for environmental conditions existing on properties or increasing the restrictions on discharges or other conditions, as well as changes in laws affecting development, construction and safety requirements, may result in significant unanticipated expenditures, which would adversely affect our cash flows from operating activities. In addition, future enactment of rent control or rent stabilization laws or other laws regulating multifamily housing may reduce rental revenue or increase operating costs in particular markets.

Environmental

        Various Federal, state and local laws subject property owners and operators to liability for the costs of removal or remediation of certain hazardous substances present on a property. Such laws often impose liability without regard to whether the owner or operator knew of, or was responsible for, the release of the hazardous substances. The presence of, or the failure to remedy properly, hazardous substances may adversely affect both occupancy at affected apartment communities and also the ability to sell or finance the affected properties. In addition to the costs associated with investigation and remediation actions brought by governmental agencies, the presence of hazardous wastes on a property could result in claims by private plaintiffs for personal injury, disease, disability or other infirmities. Various laws also impose liability for the cost of removal or remediation of hazardous substances at the disposal or treatment facility. Anyone who arranges for the disposal or treatment of hazardous or toxic substances is potentially liable under such laws. These laws often impose liability whether or not the person arranging for the disposal ever owned or operated the disposal facility. In connection with the ownership, operation and management of properties, we could potentially be liable for environmental liabilities or costs associated with our properties or properties we acquire or manage in the future.

        There have been recent reports of lawsuits against owners and managers of multifamily properties asserting claims of personal injury and property damage caused by the presence of mold in residential units. Some of these lawsuits have resulted in substantial monetary judgments or settlements. We have been named as a defendant in lawsuits that have alleged personal injury as a result of the presence of mold. Prior to March 31, 2002, we generally were insured against claims arising from the presence of mold due to water intrusion. However, since March 31, 2002, our insurance coverage for property damage loss claims arising from the presence of mold has become more limited and generally includes only limited coverage for catastrophic property damage due to mold. In addition, since December 31, 2002, our insurance coverage for personal injury claims related to mold exposure has also become more limited.

        We have implemented protocols and procedures to prevent or eliminate mold from our properties and believe that our measures will reduce, or even minimize, the effects that mold could have on our residents. To date, we have not incurred any material costs or liabilities relating to claims of mold exposure or to abatement of mold conditions. However, because the law regarding mold is unsettled and subject to change we can make no assurance that future liabilities resulting from the presence of, or exposure to, mold will not have a material adverse effect on our consolidated financial condition or results of operations taken as a whole.

Affordable Housing

        As of December 31, 2002, we owned a controlling equity interest in 137 properties, held a non-controlling equity interest in 383 properties and managed for third parties and affiliates 523 properties that benefit from governmental programs intended to provide housing to people with low or moderate incomes. These programs, which are usually

10


administered by the United States Department of Housing and Urban Development, or HUD, or state housing finance agencies, typically provide mortgage insurance, favorable financing terms, tax credits or rental assistance payments to the property owners. As a condition of the receipt of assistance under these programs, the properties must comply with various requirements, which typically limit rents to pre-approved amounts. If permitted rents on a property are insufficient to cover costs, a sale of the property may become necessary, which could result in a loss of management fee revenue. We usually need to obtain the approval of HUD in order to manage, or acquire a significant interest in, a HUD-assisted property. We may not always receive such approval.

Laws benefiting disabled persons

        Under the Americans with Disabilities Act of 1990, or ADA, all places intended to be used by the public are required to meet certain Federal requirements related to access and use by disabled persons. Likewise, the Fair Housing Amendments Act of 1988, or FHAA, requires apartment properties first occupied after March 13, 1990 to be accessible to the handicapped. These and other Federal, state and local laws may require modifications to our properties, or restrict renovations of the properties. Noncompliance with these laws could result in the imposition of fines or an award of damages to private litigants and also could result in an order to correct any non-complying feature, which could result in substantial capital expenditures. Although we believe that our properties are substantially in compliance with present requirements, we may incur unanticipated expenses to comply with the ADA and the FHAA.

Insurance

        We believe that our insurance coverages insure our properties adequately against the risk of loss attributable to fire, earthquake, hurricane, tornado, flood and other perils. AIMCO Assurance Ltd., a Bermuda domiciled insurer wholly owned by us, has a reinsurance contract with a third party insurer to cover 100% of the first $1 million loss from any casualty related to the conventional properties. The affordable properties are insured for the first $1 million through an independent third party carrier. For the policy year ending February 28, 2003, we were insured for any casualty loss in excess of $1 million, up to $230 million, by a combination of several "excess" insurance providers, all of which were at least A-rated. For the policy year ending February 28, 2003, we also have retained an annual aggregate exposure of $4 million above the first $1 million per occurrence. As a result of the Terrorism Risk Insurance Act of 2002, we are currently evaluating the price of offers, mandated by the legislation, to purchase terrorism insurance.

        In addition, we have self-insured retentions in workers' compensation and general liability coverage. In workers' compensation, we retain the first $500,000 per incident. We perform regular analyses to ensure adequate reserves for losses. Recent insurance marketplace conditions led to a dramatic increase in general liability insurance premiums. To mitigate proposed increases, we chose to take a self-insured retention. Effective December 31, 2002, AIMCO Assurance Ltd., reinsures 100% of the risk of the first $250,000 of any general liability loss. We have established loss prevention, loss mitigation, claim handling, litigation management, and loss reserving procedures to manage our exposure. Where appropriate, in order to comply with HUD regulations, we separate segments of our properties into different insurance programs.

        We believe that our ability to manage successfully these retentions creates a competitive cost advantage relative to other smaller competitors; however the realization of this potential advantage depends upon the skill with which we manage this risk.

Employees

        We currently have approximately 7,500 employees, of which approximately 6,500 are at the property level, performing various on-site functions. The balance of our employees manage corporate and regional operations, including investment transactions, legal, financial reporting, accounting, information systems, human resources and other support functions. Fewer than 200 of our employees are represented by unions. We have never experienced a work stoppage and believe we maintain satisfactory relations with our employees.

Risk Factors

        The risk factors noted in this section and other factors noted throughout this Annual Report, describe certain risks and uncertainties that could cause our actual results to differ materially from those contained in any forward-looking statement.

11


If we are not able successfully to acquire, operate, redevelop and expand properties, our growth and results of operations will be adversely affected.

        The selective acquisition, redevelopment and expansion of properties is one component of our growth strategy. However, we may not be able to complete successfully transactions in the future. Although we seek to acquire, operate, develop and expand properties only when such activities increase our net income on a per unit basis, such transactions may fail to perform in accordance with our expectations. When we develop or expand properties, we are subject to the risks that:

We may have difficulty integrating any acquired businesses or properties.

        We have grown rapidly. Since our formation in May 1994, we have completed numerous acquisition transactions, expanding our portfolio of owned or managed properties from 132 properties with 29,343 apartment units to 1,788 properties with 318,152 apartment units as of December 31, 2002. These acquisitions have included purchases of properties and interests in entities that own or manage properties, as well as corporate mergers. Our ability to integrate successfully acquired businesses and properties depends, among other things, on our ability to:

        We can provide no assurance that we will be able to accomplish these goals and successfully integrate any acquired businesses or properties. If we fail to integrate successfully such businesses, our results of operations could be adversely affected.

As our size increases, it becomes more difficult for us to achieve a comparably rapid rate of growth in assets.

        Our rapid growth since our formation in May 1994 was achieved when we were a smaller company. As a result of our current size, future acquisitions of the same size and magnitude will likely have a smaller effect on us. It may also be more difficult for us to identify and complete acquisitions of greater size that are consistent with our growth strategy.

We are subject to litigation associated with partnership acquisitions that could increase our expenses and prevent completion of beneficial transactions.

        We have engaged in, and intend to continue to engage in, the selective acquisition of interests in limited partnerships that own apartment properties. In some cases, we have acquired the general partner of a partnership and then made an offer to acquire the limited partners' interests in the partnership. In these transactions, we may be subject to litigation based on claims that we, as the general partner, have breached our fiduciary duty to our limited partners or that the transaction violates the relevant partnership agreement or state law. Although we intend to comply with our fiduciary obligations and the relevant partnership agreements, we may incur additional costs in connection with the defense or settlement of this type of litigation. In some cases, this type of litigation may adversely affect our desire to proceed with, or our ability to complete, a particular transaction. Any litigation of this type could also have a material adverse effect on our financial condition or results of operations.

Our existing and future debt financing could render us unable to operate, result in foreclosure on our properties or prevent us from making distributions on our equity.

        Our strategy is generally to incur debt to increase the return on our equity while maintaining acceptable interest coverage ratios. We seek to maintain a ratio of free cash flow to combined interest expense and preferred OP Unit distributions of between 2:1 and 3:1 and to match debt maturities to the character of the assets financed. For the year ended December 31, 2002, however, we had a ratio of free cash flow to combined interest expense and preferred OP Unit distributions of 1.81:1, and this ratio in prior periods has also deviated from our goal. As a

12


comparison to our free cash flow ratio, for the year ended December 31, 2002, we had a ratio of earnings before interest, taxes, depreciation and amortization, or EBITDA, to interest expense equal to 2.6:1. In addition, the Board of Directors of AIMCO could change this strategy at any time and increase our leverage. Our organizational documents do not limit the amount of debt that we may incur, and we have significant amounts of debt outstanding. Payments of principal and interest may leave us with insufficient cash resources to operate our properties or pay distributions required to be paid in order to maintain AIMCO's qualification as a REIT. We are also subject to the risk that our cash flow from operations will be insufficient to make required payments of principal and interest, and the risk that existing indebtedness may not be refinanced or that the terms of any refinancing will not be as favorable as the terms of existing indebtedness. If we fail to make required payments of principal and interest on any debt, our lenders could foreclose on the properties securing such debt that would result in loss of income and asset value to us. As of December 31, 2002, substantially all of the properties that we owned or controlled were encumbered by debt. As of December 31, 2002, we had $6.2 billion of indebtedness outstanding on a consolidated basis, approximately 93% of which was secured by our properties.

Increases in interest rates may increase our interest expense.

        As of December 31, 2002, approximately $1,411.2 million of our debt (22.6% of total debt outstanding) was subject to variable interest rates. Of the total debt subject to variable interest rates, the major components were floating rate tax-exempt bond financing ($786.2 million), floating rate secured notes ($219.0 million), the Casden Loan ($115.0 million) and our credit facility ($291.0 million). Based on this level of debt, an increase in interest rates of 1% would result in our income and cash flows being reduced by $14.1 million on an annual basis and could impair our ability to service our indebtedness and make distributions. Historically, changes in tax-exempt interest rates have been at a ratio less than 1:1 with changes in taxable interest rates. Variable rate tax-exempt bond financing is benchmarked against the Bond Market Association Municipal Swap Index (the "BMA Index"). Since 1981, the BMA Index has averaged 54.2% of the 10-year Treasury Yield. If this relationship continues and based on our level of tax-exempt debt, an increase of 1% in taxable interest rates would result in our income and cash flows being reduced by $10.5 million on an annual basis.

Covenant restrictions may limit our ability to make payments to our investors.

        Some of our debt and other securities contain covenants that restrict our ability to make distributions or other payments to our investors unless certain financial tests or other criteria are satisfied. Our credit facilities provide that we may make distributions to our investors during any 12-month period in an aggregate amount that does not exceed the greater of 80% of our Funds From Operations for such period or such amount as may be necessary for AIMCO to maintain its REIT status. Pursuant to the amendment of our credit facilities, effective February 2003, the credit facilities prohibit all distributions if our:

        Our outstanding classes of preferred OP Units prohibit the payment of distributions on our common OP Units if we fail to pay the distributions to which the holders of the preferred OP Units are entitled. In addition, our 61/2% convertible debentures prohibit the payment of distributions on our OP Units if we elect to defer payments of interest on these convertible debentures, which we may have the right to do for up to 60 months. If we are unable to pay distributions, AIMCO may fail to qualify as a REIT. This would subject AIMCO to corporate taxation and reduce our ability to make distributions to our investors.

We depend on distributions and other payments from our subsidiaries that they may be prohibited from making to us.

        We depend on distributions and other payments from our subsidiaries in order to satisfy our financial obligations and make payments to our investors. The ability of our subsidiaries to make such distributions and other payments

13


depends on their earnings and may be subject to statutory or contractual limitations. As an equity investor in our subsidiaries, our right to receive assets upon their liquidation or reorganization will be effectively subordinated to the claims of their creditors. To the extent that we are recognized as a creditor of such subsidiaries, our claims may still be subordinate to any security interest in or other lien on their assets and to any of their debt or other obligations that are senior to our claims.

Changes in the real estate market may limit our ability to generate Funds From Operations.

        Our ability to make payments to our investors depends on our ability to generate Funds From Operations in excess of required debt payments and capital expenditure requirements. Funds From Operations and the value of our properties may be adversely affected by events or conditions beyond our control, including:

Laws benefiting disabled persons may result in our incurrence of unanticipated expenses.

        Under the Americans with Disabilities Act of 1990, or ADA, all places intended to be used by the public are required to meet certain Federal requirements related to access and use by disabled persons. Likewise, the Fair Housing Amendments Act of 1988, or FHAA, requires apartment properties first occupied after March 13, 1990 to be accessible to the handicapped. These and other Federal, state and local laws may require modifications to our properties, or restrict renovations of the properties. Noncompliance with these laws could result in the imposition of fines or an award of damages to private litigants and also could result in an order to correct any non-complying feature, which could result in substantial capital expenditures. Although we believe that our properties are substantially in compliance with present requirements, we may incur unanticipated expenses to comply with the ADA and the FHAA.

Affordable housing regulations may limit rent increases at some of our properties, reducing our revenue and, in some cases, causing us to sell properties that we might otherwise continue to own.

        As of December 31, 2002, we owned a controlling equity interest in 137 properties, held a non-controlling equity interest in 383 properties and managed for third parties and affiliates 523 properties that benefit from governmental programs intended to provide housing to people with low or moderate incomes. These programs, which are usually administered by HUD or state housing finance agencies, typically provide mortgage insurance, favorable financing terms or rental assistance payments to the property owners. As a condition of the receipt of assistance under these programs, the properties must comply with various requirements, which typically limit rents to pre-approved amounts. If permitted rents on a property are insufficient to cover costs, a sale of the property may become necessary, which could result in a loss of management fee revenue. We usually need to obtain the approval of HUD in order to manage, or acquire a significant interest in, a HUD-assisted property. We may not always receive such approval.

We depend on the chief executive officer and president of AIMCO; our operations might be harmed if we lost their services.

        Although we have entered into employment agreements with the Chairman and Chief Executive Officer of AIMCO, Terry Considine, and the Vice Chairman and President of AIMCO, Peter K. Kompaniez, the loss of either of their services could have a material adverse effect on our operations.

As a REIT, AIMCO is subject to substantial risks related to its compliance with the tax laws.

        AIMCO May Fail to Qualify As a REIT.    AIMCO believes that it operates in a manner that enables it to meet the requirements for qualification as a REIT for Federal income tax purposes; however, future economic, market, legal,

14


tax or other considerations may cause it to fail to qualify as a REIT, or its board of directors may determine to revoke its REIT status. If AIMCO fails to qualify, or revokes its status, as a REIT, AIMCO will not be allowed a deduction for dividends paid to its stockholders in computing its taxable income, and AIMCO will be subject to Federal income tax at regular corporate rates. This would substantially reduce the funds available for payment to AIMCO's investors.

        In addition, the failure of AIMCO to qualify as a REIT would trigger the following consequences:

        REIT Distribution Requirements Limit AIMCO's Available Cash.    As a REIT, AIMCO is subject to annual distribution requirements, which limit the amount of cash it has available for other business purposes, including amounts to fund its growth.

        Legislative or Other Actions Affecting REITs Could Have a Negative Impact on AIMCO.    The rules dealing with Federal income taxation are constantly under review by persons involved in the legislative process and by the Internal Revenue Service, or IRS, and the United States Treasury Department. Changes to the tax laws (which may have retroactive application) could adversely affect AIMCO investors. AIMCO cannot predict how changes in the tax law might affect it or its investors. For example, under recently enacted legislation, effective January 1, 2001, if any of AIMCO's management companies were deemed to operate or manage a health care or lodging facility, AIMCO would fail to qualify as a REIT. While AIMCO believes that, since January 1, 2001, none of AIMCO's management companies have operated or managed any health care or lodging facilities, the statute provides little guidance as to the definition of a health care or lodging facility. Accordingly, AIMCO cannot assure you that the IRS will not contend that any of AIMCO's management companies operate or manage a health care or lodging facility, resulting in AIMCO's disqualification as a REIT.

        AIMCO May Be Subject to Other Tax Liabilities.    Even if AIMCO qualifies as a REIT, AIMCO and its subsidiaries may be subject to certain Federal, state and local taxes on its income and property. Any such taxes would reduce AIMCO's operating cash flow.

The FBI has issued an alert regarding potential terrorist threats involving apartment buildings — a risk for which we are partially insured.

        On May 6, 2002 and February 7, 2003, respectively, the Federal Bureau of Investigation and the United States Department of Homeland Security issued alerts regarding potential terrorist threats involving apartment buildings. Threats of future terrorist attacks, such as those announced by the FBI and the Department of Homeland Security, could have a negative effect on rent and occupancy levels at our properties. The effect that future terrorist activities or threats of such activities could have on our business cannot presently be determined. If we incur a loss at a property as a result of an act of terrorism, we could lose all or a portion of the capital we have invested in the property, as well as the anticipated future revenue from the property. The recent enactment by the United States Congress of the Terrorism Risk Insurance Act, or TRIA, has resulted in terrorism coverage exclusions being invalidated, pending formal mandated notice from our carriers of terrorism coverage pricing. We are currently reviewing these quotes so as to make a determination as to whether the cost is reasonable. Prior to the enactment of TRIA, and because we have a highly diversified and geographically dispersed portfolio of residential properties, our lenders generally have not required us to purchase terrorism insurance. If in the future we decide to purchase such insurance, or if our lenders require us to purchase such insurance, the cost could have a negative effect on our consolidated financial condition or results of operations taken as a whole.

Insurance coverage is becoming more expensive and more difficult to obtain.

        The current insurance market is characterized by rising premium rates, increasing deductibles, and more restrictive coverage language. Recent developments have resulted in significant increases in our insurance premiums and have made it more difficult to obtain certain types of insurance. As an example, many insurance carriers are excluding mold-related risks from their policy coverages, or are adding significant restrictions to such coverage. Although we make use of many alternative methods of risk financing that enable us to insulate ourselves to some degree from variation in coverage language and cost, continued deterioration in insurance market place conditions may have a negative effect on our operating results.

15


Limits on ownership of AIMCO shares in AIMCO's charter may result in the loss of economic and voting rights by purchasers that violate share limits.

        AIMCO's charter limits ownership of its common stock by any single stockholder to 8.7% of the outstanding shares, or 15% in the case of certain pension trusts, registered investment companies and Mr. Considine. The charter also limits ownership of AIMCO's common stock and preferred stock by any single stockholder to 8.7% of the value of the outstanding common stock and preferred stock, or 15% in the case of certain pension trusts, registered investment companies and Mr. Considine. The charter also prohibits anyone from buying shares if the purchase would result in AIMCO losing its REIT status. This could happen if a share transaction results in fewer than 100 persons owning all of AIMCO's shares or results in five or fewer persons, applying certain attribution rules of the Internal Revenue Code, owning 50% or more of the value of all of AIMCO's shares. If you or anyone else acquires shares in excess of the ownership limit or in violation of the ownership requirements of the Internal Revenue Code for REITs:

        AIMCO may purchase the shares held in trust at a price equal to the lesser of the price paid by the transferee of the shares or the then current market price. If the trust transfers any of the shares, the affected person will receive the lesser of the price he paid for the shares or the then current market price. An individual who acquires shares that violate the above rules bears the risk that the individual:

AIMCO's charter and Maryland law may limit the ability of a third party to acquire control of AIMCO.

        Ownership Limit.    The 8.7% ownership limit discussed above may have the effect of precluding acquisition of control of AIMCO by a third party without the consent of AIMCO's board of directors.

        Preferred Stock.    AIMCO's charter authorizes its board of directors to issue up to 510,587,500 shares of capital stock. As of December 31, 2002, 454,962,738 shares were classified as Class A Common Stock, and 55,624,762 shares were classified as preferred stock. Under the charter, AIMCO's board of directors has the authority to classify and reclassify any of AIMCO's unissued shares of capital stock into shares of preferred stock with such preferences, rights, powers and restrictions as AIMCO's board of directors may determine. The authorization and issuance of preferred stock could have the effect of delaying or preventing someone from taking control of AIMCO, even if a change in control were in stockholders' best interests.

        Maryland Business Statutes.    As a Maryland corporation, AIMCO is subject to various Maryland laws which may have the effect of discouraging offers to acquire AIMCO and of increasing the difficulty of consummating any such offers, even if AIMCO's acquisition would be in the best interests of Limited Partners. The Maryland General Corporation Law restricts mergers and other business combination transactions between AIMCO and any person who acquires beneficial ownership of shares of AIMCO's stock representing 10% or more of the voting power

16


without AIMCO's board of directors' prior approval. Any such business combination transaction could not be completed until five years after the person acquired such voting power, and generally only with the approval of stockholders representing 80% of all votes entitled to be cast and two-thirds of the votes entitled to be cast, excluding the interested stockholder, or upon payment of a fair price. Maryland law also provides that a person who acquires shares of AIMCO stock that represent 10% or more of the voting power in electing directors will have no voting rights unless approved by a vote of two-thirds of the shares eligible to vote, excluding the control shares. Maryland law provides, among other things, that the board of directors has broad discretion in adopting stockholders' rights plans and has the sole power to fix the record date, time and place for special meetings of the stockholders. In addition, Maryland law provides that corporations which:

may elect in their charter or bylaws or by resolution of the board of directors to be subject to all or part of a special subtitle, which provides that:

        To date, AIMCO has not made any of the elections described above.

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ITEM 2. Properties

        Our properties are located in 47 states, the District of Columbia and Puerto Rico. Conventional property operations are headed by six Division Vice Presidents who together oversee 15 regional operating centers. Affordable property operations are managed through Aimco Capital, with one Division Vice President overseeing four regional operating centers. The following table sets forth information on all of our property operations as of December 31, 2002:

Regional Operating Center

  Division
  Number of
Properties

  Number
of Units

Conventional:            
Chicago, IL   Midwest   45   11,722
Indianapolis, IN   Midwest   53   15,076
       
 
        98   26,798
       
 
Boston, MA   Northeast   14   5,385
Philadelphia, PA   Northeast   18   8,020
Rockville, MD   Northeast   40   14,624
       
 
        72   28,029
       
 
Los Angeles, CA   Pacific   48   13,337
       
 
Atlanta, GA   Southeast   65   17,441
Boca Raton, FL   Southeast   58   16,238
Columbia, SC   Southeast   73   17,348
Lansing, MI   Southeast   65   18,160
Tampa, FL   Southeast   39   11,463
       
 
        300   80,650
       
 
Dallas, TX   Texas   67   16,026
Houston, TX   Texas   40   10,408
       
 
        107   26,434
       
 
Denver, CO   West   31   7,638
Phoenix, AZ   West   50   13,443
       
 
        81   21,081
       
 
  Total conventional owned and managed       706   196,329
       
 

Affordable:

 

 

 

 

 

 
Atlanta, GA   Aimco Capital   126   11,863
Dallas, TX   Aimco Capital   122   11,290
Kansas City, MO   Aimco Capital   94   12,166
Philadelphia, PA   Aimco Capital   144   20,795
       
 
  Total affordable owned and managed       486   56,114
       
 
Owned but not managed       47   8,987
Provide services or manage for third parties       549   56,722
       
 
Total       1,788   318,152
       
 

        At December 31, 2002, we owned a controlling equity interest in 728 properties containing 187,506 apartment units, which we refer to as "consolidated." These consolidated properties contain, on average, 260 apartment units, with the largest property containing 2,907 apartment units. These properties offer residents a range of amenities, including swimming pools, clubhouses, spas, fitness centers, tennis courts and saunas. Many of the apartment units offer design and appliance features such as vaulted ceilings, fireplaces, washer and dryer hook-ups, cable television, balconies and patios. Additional information on our consolidated properties is contained in "Schedule III, Real Estate and Accumulated Depreciation" in this Annual Report. At December 31, 2002, we held a non-controlling equity interest in 511 properties containing 73,924 apartment units, which we refer to as "unconsolidated." In addition, we provided services or managed for third parties 549 other properties containing 56,722 apartment units. This includes 45,187 apartment units in 448 properties that are asset-managed only, not also property managed, by us. Our total portfolio of 1,788 properties contain, on average, 201 apartment units, with the largest property

18


containing 2,907 apartment units, and includes 47 properties with 8,987 apartment units that are not currently managed by us.

        Substantially all of our consolidated apartment properties are encumbered by mortgage indebtedness. At December 31, 2002, we had aggregate mortgage indebtedness totaling $5,827.7 million, which was secured by 708 properties with a combined net book value of $8,862.8 million, having an aggregate weighted average interest rate of 6.45%, not including $50.9 million of liabilities related to assets held for sale. As of December 31, 2002, we had a total of 49 mortgage loans, with an aggregate principal balance outstanding of $573.4 million, that were each secured by property and cross-collateralized with certain other mortgage loans. See the financial statements set forth in Item 8 of this Annual Report for additional information about our indebtedness.


ITEM 3. Legal Proceedings

        See Note 12 to the consolidated financial statements in Item 8 of this Annual Report for information regarding legal proceedings, which information is incorporated by reference in this Item 3.


ITEM 4. Submission of Matters to a Vote of Security Holders

        None.

19



PART II

ITEM 5. Market Price for the Registrant's Common Equity and Related Stockholder Matters

        There is no public market for the OP Units, and we do not intend to list the OP Units on any securities exchange. In addition, the Partnership Agreement restricts the transferability of OP Units. The following table sets forth the cash distributions per common OP Unit in each quarterly period during the two years ended December 31, 2002 and 2001:

 
  Year Ended
December 31,

 
  2002
  2001
1st Quarter   $ 0.8200   $ 0.7800
2nd Quarter     0.8200     0.7800
3rd Quarter     0.8200     0.7800
4th Quarter     0.8200     0.7800

        On March 5, 2003, there were 103,424,351 common OP Units outstanding, held by approximately 3,050 unitholders of record.

        During 2002, we completed tender offers for limited partnership interests resulting in the issuance of 331,451 common OP Units and issued 882,784 common OP Units in connection with the Casden Merger. Each of these transactions was exempt from registration under the Securities Act of 1933, as amended (the "Securities Act"), pursuant to Section 4(2) thereof or Regulation D thereunder.

        During the year ended December 31, 2002, we issued to AIMCO, in exchange for cash or the conversion of Class Ten Partnership Preferred Units, 2,000,000 Class R Preferred Units. All the proceeds were used to repay indebtedness or for general corporate purposes. We issued to AIMCO, in exchange for cash or Class Ten Partnership Preferred Units, 8,000,000 common OP Units. We also issued to AIMCO, in connection with the Casden Merger, 3.508 million common OP Units, 7,934,920 Class Ten Partnership Preferred Units, and 1,124,041 Class Eleven Partnership Preferred Units. All of the Class Ten Partnership Preferred Units have been converted into either Class R Preferred Units or common OP Units. Each of these transactions was also exempt from registration under the Securities Act, pursuant to Section 4(2) thereof or Regulation D thereunder.

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ITEM 6. Selected Financial Data

        The following selected financial data is based on our audited historical financial statements. This information should be read in conjunction with such financial statements, including the notes thereto, and "Management's Discussion and Analysis of Financial Condition and Results of Operations" included herein or in previous filings with the Securities and Exchange Commission.

 
  For the Year Ended December 31,
 
 
  2002
  2001 (1)
  2000 (1)
  1999 (1)
  1998 (1)
 
 
  (dollar amounts in thousands, except per unit data)

 
OPERATING DATA:                                
Rental and other property revenues   $ 1,405,684   $ 1,224,667   $ 998,552   $ 508,703   $ 355,993  
Property operating expenses     (561,412 )   (465,721 )   (413,077 )   (203,354 )   (138,481 )
   
 
 
 
 
 
Income from property operations     844,272     758,946     585,475     305,349     217,512  
Income (loss) from investment management business     18,262     27,591     15,795     8,605     (6,103 )
General and administrative expenses     (20,344 )   (18,530 )   (18,123 )   (14,152 )   (10,532 )
Depreciation of rental property     (288,589 )   (327,070 )   (287,809 )   (126,395 )   (80,764 )
Interest expense     (339,737 )   (297,507 )   (260,133 )   (134,931 )   (85,579 )
Interest and other income     78,090     68,417     65,963     54,066     28,126  
Operating earnings     258,348     144,520     103,402     79,571     61,763  
Gain (loss) on dispositions of real estate     (27,902 )   18,848     26,335     (1,785 )   4,287  
Distributions to minority partners in excess of income     (26,979 )   (46,359 )   (24,375 )        
Income from continuing operations     203,467     117,009     105,362     77,786     66,050  
Income from discontinued operations, net     2,735     4,055     4,355     2,904     2,878  

Net income

 

 

206,202

 

 

121,064

 

 

109,717

 

 

80,690

 

 

68,928

 

Net income attributable to preferred unitholders

 

 

107,646

 

 

100,134

 

 

70,217

 

 

54,173

 

 

26,533

 

Net income attributable to common unitholders

 

 

98,556

 

 

20,930

 

 

39,500

 

 

26,517

 

 

42,395

 

OTHER INFORMATION:

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 
Total consolidated properties (end of period)     728     552     566     373     234  
Total consolidated apartment units (end of period)     187,506     156,142     153,872     106,148     61,672  
Total unconsolidated properties (end of period)     511     574     683     751     902  
Total unconsolidated apartment units (end of period)     73,924     92,626     111,748     133,113     171,657  
Units under management (end of period) (2)     56,722     31,520     60,669     124,201     146,034  
Earnings per common unit — basic:                                
  Income from continuing operations (net of preferred distributions)   $ 0.97   $ 0.20   $ 0.47   $ 0.35   $ 0.75  
  Net income attributable to common unitholders   $ 1.00   $ 0.25   $ 0.53   $ 0.39   $ 0.80  
Earnings per common unit — diluted:                                
  Income from continuing operations (net of preferred distributions)   $ 0.96   $ 0.20   $ 0.46   $ 0.34   $ 0.73  
  Net income attributable to common unitholders   $ 0.99   $ 0.25   $ 0.52   $ 0.38   $ 0.78  
Distributions paid per common unit   $ 3.28   $ 3.12   $ 2.80   $ 2.50   $ 2.25  

BALANCE SHEET INFORMATION:

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 
Real estate, net of accumulated depreciation   $ 8,924,604   $ 6,587,624   $ 5,887,518   $ 4,023,423   $ 2,506,901  
Total assets     10,355,329     8,200,526     7,699,174     5,684,251     4,186,764  
Total indebtedness     6,233,727     4,585,913     4,198,045     2,540,149     1,584,744  
Mandatorily redeemable convertible preferred securities     15,169     20,637     32,330     149,500     149,500  
Partners' capital     3,576,083     3,080,071     2,830,389     2,486,430     2,153,335  

(1)
Certain reclassifications have been made to 2001, 2000, 1999 and 1998 amounts to conform to the 2002 presentation. These reclassifications primarily represent presentation changes related to discontinued operations resulting from the adoption of Statement of Financial Accounting Standard No. 144 in 2002. Also, effective January 1, 2001, we began consolidating our previously unconsolidated subsidiaries. Prior to this date, we had significant influence over, but did not control, certain subsidiaries. Accordingly, such investments were accounted for under the equity method, and as a result, the periods prior to 2001 are not comparable.

(2)
In 2002, includes approximately 33,000 units that were acquired as part of the Casden Merger, and were asset managed by us only, and not also property managed.

21



ITEM 7. Management's Discussion and Analysis of Financial Condition and Results of Operations

Overview

        The following discussion and analysis of the results of operations and financial condition of the Company should be read in conjunction with the financial statements incorporated by reference in Item 8 of this Annual Report. The following discussion of results of operations is based on net income calculated under accounting principles generally accepted in the United States, or GAAP. In addition to net income, we measure our economic profitability based on Funds From Operations, or FFO, less Capital Replacement and Capital Enhancement spending, which we refer to as Adjusted Funds From Operations, or AFFO. See the discussion of FFO and AFFO as supplemental measurements under the heading "Funds From Operations" in this Item 7.

Critical Accounting Policies and Estimates

        The consolidated financial statements are prepared in accordance with GAAP, which require us to make estimates and assumptions. We believe that the following critical accounting policies, among others, involve our more significant judgments and estimates used in the preparation of our consolidated financial statements.

Impairment of Long-Lived Assets

        Real estate and other long-lived assets are recorded at cost, less accumulated depreciation, unless considered impaired. If events or circumstances indicate that the carrying amount of a property may be impaired, we will make an assessment of its recoverability by estimating the undiscounted future cash flows, excluding interest charges, of the property. If the carrying amount exceeds the aggregate undiscounted future cash flows, we would recognize an impairment loss to the extent the carrying amount exceeds the estimated fair value of the property.

        Real estate investments are subject to varying degrees of risk. Several factors may adversely affect the economic performance and value of our real estate investments. These factors include:

        Any adverse changes in these factors could cause an impairment in our assets, including real estate and investments in unconsolidated real estate partnerships.

Notes Receivable and Interest Income Recognition

        We generally recognize interest income earned from our investments in notes receivable when the collectibility of such amounts is both probable and estimable. The notes receivable were either extended by us and are carried at the face amount plus accrued interest ("par value notes") or were made by predecessors whose positions we acquired usually at a discount ("discounted notes").

        We continue to assess the collectibility or impairment of each note on a periodic basis. Under the cost recovery method, we carry the discounted notes at the acquisition amount, less subsequent cash collections, until such time as collectibility of principal and interest is probable and the timing and amounts are estimable. Based upon closed or pending transactions (which include sales, refinancing, foreclosures and rights offerings), we have determined that certain notes are collectible for amounts greater than their carrying value. Accordingly, we are recognizing accretion income, on a prospective basis over the estimated remaining life of the loans, as the difference between the carrying value of the discounted notes and the estimated collectible value. If we had not been able to complete certain transactions, our accretion income would have decreased by $16.0 million for the year ended December 31, 2002. Accretion income recognized in any given period is based on the ability to complete transactions to monetize the notes receivable and the difference between the carrying value and the estimated collectible value of the notes; therefore, accretion income in future periods could vary and could result in lower accretion income than in prior periods.

22


Allowance for Losses on Notes Receivable

        In estimating the collectibility of notes receivable, management's judgment is required in assessing the ultimate realization of these receivables including the current credit-worthiness of each borrower. Allowances are based on management's opinion of an amount that is adequate to absorb losses in the existing portfolio. The allowance for losses on notes receivable is established through a provision for loss based on management's evaluation of the risk inherent in the notes receivable portfolio, the composition of the portfolio, specific impaired notes receivable and current economic conditions. Such evaluation, which includes a review of notes receivable on which full collectibility may not be reasonably assured, considers among other matters, full realizable value or the fair value of the underlying collateral, economic conditions, historical loss experience, management's estimate of probable credit losses and other factors that warrant recognition in providing for an adequate allowance for losses on notes receivable. During the years ended December 31, 2002 and 2001, we identified and recorded $9.0 million and no losses on notes receivable, respectively. We will continue to monitor and assess these notes and changes in required reserves may occur in the future due to changes in the market environment.

Capitalized Costs

        We capitalize direct and indirect costs (including salaries, interest, real estate taxes and other costs) incurred in connection with redevelopment, initial capital expenditures, Capital Enhancement and Capital Replacement activities. Indirect costs that do not relate to the above activities, including general and administrative expenses, are charged to expense as incurred. The amounts capitalized depend on the volume, timing and costs of such activities. As a result, changes in costs and activities may have a significant effect on our results of operations and cash flows if the costs being capitalized are not proportionately increased or reduced, as the case may be. Based on the level of capital spending during 2002, if capital activities had decreased during the year by 10%, we could have had additional operating expenses of between $2.5 million and $5.9 million. Additionally, if capital activities had increased during the year by 10%, we could have had lower operating expenses of between $2.5 million and $5.9 million. See further discussion under the heading "Capital Expenditures."

Results of Operations

        Comparison of the Year Ended December 31, 2002 to the Year Ended December 31, 2001

Net Income

        We recognized net income of $206.2 million, and net income attributable to common unitholders of $98.6 million, for the year ended December 31, 2002, compared to net income of $121.1 million, and net income attributable to common unitholders of $20.9 million, for the year ended December 31, 2001. Net income attributable to common unitholders represents net income less distributions accrued on preferred OP Units for that period.

        The following paragraphs discuss the results of operations in detail.

Consolidated Rental Property Operations

        Rental and other property revenues from our consolidated properties totaled $1,405.7 million for the year ended December 31, 2002, compared with $1,224.7 million for the year ended December 31, 2001, an increase of $181.0 million, or 14.8%. This increase in consolidated rental and other property revenues was principally a result of the following:

23


        Property operating expenses for our consolidated properties, consisting of on-site payroll costs, utilities (net of reimbursements received from residents), contract services, property management fees, turnover costs, repairs and maintenance, advertising and marketing, property taxes and insurance, totaled $561.4 million for the year ended December 31, 2002, compared with $465.7 million for the year ended December 31, 2001, an increase of $95.7 million or 20.5%. This increase in property operating expenses was principally a result of the following:

Consolidated Investment Management Business

        Income from the consolidated investment management business, which is primarily earned from unconsolidated real estate partnerships and the minority interest share of consolidated real estate partnerships, for which we are the general partner, was $18.3 million for the year ended December 31, 2002, compared to $27.6 million for the year ended December 31, 2001, a decrease of $9.3 million or 33.7%. This decrease in income from the consolidated investment management business was principally a result of the following:

24


Consolidated General and Administrative Expenses

        Consolidated general and administrative expenses of $20.3 million for the year ended December 31, 2002 increased by $1.8 million from the $18.5 million of such expenses for the year ended December 31, 2001. This increase was principally a result of increased professional fees, primarily incurred in connection with the evaluation of the loan receivable portfolio.

Consolidated Other Expenses

        Consolidated other expenses were $10.2 million for the year ended December 31, 2002 compared to $6.4 million for the year ended December 31, 2001. In 2002, these expenses included the following:

        In 2001, we incurred $6.4 million of other expenses comprised of consulting fees paid to a specialized third party vendor in connection with a systematic and comprehensive effort to improve our business processes and financial controls.

Consolidated Provision for Losses on Accounts, Fees and Notes Receivable

        Consolidated provision for losses on accounts, fees and notes receivable was $9.0 million for the year ended December 31, 2002, compared to $6.6 million for the year ended December 31, 2001. In 2002, all $9.0 million related to provision for losses on notes receivable, which provision was determined based on our review in 2002 of the collectibility of each loan made to affiliated partnerships within our loan receivable portfolio. We will continue to monitor these loans and assess the collectibility of each loan on a periodic basis. In 2001, there was no provision for losses on notes receivable as all $6.6 million related to additional allowance for possible losses on accounts, fees and other contingencies.

Consolidated Depreciation of Rental Property

        Consolidated depreciation of rental property decreased $38.5 million, or 11.8%, to $288.6 million for the year ended December 31, 2002, compared to $327.1 million for the year ended December 31, 2001. This decrease was principally a result of the following:

25


Consolidated Interest Expense

        Consolidated interest expense, which includes the amortization of deferred financing costs together with any prepayment penalties incurred, totaled $339.7 million for the year ended December 31, 2002, compared with $297.5 million for the year ended December 31, 2001, an increase of $42.2 million, or 14.2%. The increase was principally a result of the following:

Consolidated Interest and Other Income

        Consolidated interest and other income increased $9.7 million, or 14.2%, to $78.1 million for the year ended December 31, 2002, compared with $68.4 million for the year ended December 31, 2001. This increase was principally a result of the following:

26


Equity in Earnings (Losses) of Unconsolidated Real Estate Partnerships

        Equity in earnings of unconsolidated real estate partnerships totaled $0.7 million for the year ended December 31, 2002, compared with a loss of $16.7 million for the year ended December 31, 2001, a change of $17.4 million. This change was principally due to the change in estimate of useful lives of the underlying real estate assets completed by us in 2001, which resulted in lower depreciation expense of approximately $16.0 million. See the previous discussion on the change in estimate of useful lives of assets under the heading "Consolidated Depreciation of Rental Property."

Minority Interest in Consolidated Real Estate Partnerships

        Minority interest in consolidated real estate partnerships totaled $15.1 million for the year ended December 31, 2002, compared to $37.6 million for the year ended December 31, 2001, a decrease of $22.5 million. This decrease is primarily a result of our purchase of additional interests in consolidated real estate partnerships and a reduction in net income, thereby reducing the minority interest allocation.

Gain (Loss) on Dispositions of Real Estate

        Loss on dispositions of real estate, primarily by unconsolidated entities, totaled $27.9 million for the year ended December 31, 2002, compared to a gain of $18.8 million for the year ended December 31, 2001, a change of $46.7 million. Part of this change was a result of our adoption of Statement of Financial Accounting Standard No. 144, Accounting for the Impairment of Long-Lived Assets to be Disposed Of ("SFAS 144") effective January 1, 2002, where we now report assets held for sale (as defined by SFAS 144) and assets sold in the current period, as discontinued operations. Due to this adoption, for the year ended December 31, 2002, gain (loss) on dispositions of real estate does not include any gain or loss associated with the disposal of consolidated properties that were classified as discontinued operations during 2002. For 2001, however, gain (loss) on dispositions of real estate included gain or loss associated with the disposal of all properties sold. The properties sold in both periods, as well as the properties held for sale, were considered by management to be inconsistent with our long-term investment strategy. Gain (loss) on properties sold were determined on a property by property basis and are not entirely comparable year over year due to individual property differences.

        Included in gain (loss) on dispositions of real estate we recorded a loss of approximately $28.0 million. This $28.0 million loss resulted primarily from a change in estimate due to better insight into information related to the finalization of the recording of purchase price accounting to appropriate entities acquired in past acquisitions and the related historical estimation process in determining the carrying value of assets sold. The recognition of this amount in the current period is considered to be a change in estimate associated with the historical estimated gain or loss on the sale of these properties. The recognition of this change in estimate resulted in a decrease in basic earnings per unit of $0.29 and diluted earnings per unit of $0.28 for the year ended December 31, 2002. In addition to the $28.0 million loss discussed above, we recorded approximately $9.0 million of impairment losses on investments in unconsolidated real estate partnerships, offset by approximately $9.0 million of net casualty gains.

Distributions to Minority Partners in Excess of Income

        Distributions to minority partners in excess of income decreased $19.4 million to $27.0 million for the year ended December 31, 2002, compared to $46.4 million for the year ended December 31, 2001. When real estate partnerships consolidated in our financial statements make cash distributions in excess of net income, generally accepted accounting principles require us, as the majority partner, to record a charge equal to the minority partners' excess of distributions over net income when the partnership is in a deficit equity position, even though we do not suffer any economic effect, cost or risk. This decrease was due to a reduced level of distributions being made by the consolidated real estate partnerships as a result of lower refinancing activity, and our increased ownership of such partnerships.

Discontinued Operations

        Income from discontinued operations was $2.7 million for the year ended December 31, 2002, compared to income of $4.1 million for the year ended December 31, 2001, a change of $1.4 million. As a result of the adoption of SFAS 144, effective January 1, 2002, we now report assets classified as held for sale (as defined by SFAS 144) and assets sold in the current period, as discontinued operations. For the year ended December 31, 2002,

27


discontinued operations included the operations of the properties sold and classified as held for sale in 2002 and the associated gain (loss) on the disposition of the properties. For the year ended December 31, 2001, discontinued operations included the 2001 operations of the properties sold and classified as held for sale in 2002. There were no gains or losses on assets sold in 2001 included in discontinued operations for the year ended December 31, 2001. The change in discontinued operations was primarily related to a net gain on disposals of $1.4 million for the year ended December 31, 2002. We incurred net losses of $11.0 million from the sale of certain senior living facilities, which we deemed non-strategic assets. In addition, approximately $3.0 million of impairment losses were recorded on properties that were classified as held for sale. These losses were partially offset by $15.0 million in net gains on the sale of other discontinued operations properties. The properties sold, as well as the properties classified as held for sale, were considered by management to be inconsistent with our long-term investment strategy. See Note 27 to the consolidated financial statements in Item 8 of this Annual Report for more details on discontinued operations.

Comparison of the Year Ended December 31, 2001 to the Year Ended December 31, 2000

        Effective January 1, 2001, we began consolidating our previously unconsolidated subsidiaries (see Note 6 to the consolidated financial statements in Item 8 of this Annual Report). Prior to this date, we had significant influence over, but did not have control of, such subsidiaries. Accordingly, such investments were accounted for under the equity method. Under the equity method, our pro-rata share of the earnings or losses of the entity for the periods being presented was included in equity in losses of unconsolidated subsidiaries. In order for a meaningful analysis of the financial statements to be made, the revenues and expenses for the unconsolidated subsidiaries for the year ended December 31, 2000, have been included in the following analysis as though they had been consolidated, and as a result the 2000 amounts are different than the historical information as previously reported. All significant intercompany revenues and expenses have been eliminated. Dollar amounts are in thousands.

 
  Year Ended December 31,
 
 
  2001
  2000
 
RENTAL PROPERTY OPERATIONS:              
Rental and other property revenues   $ 1,224,667   $ 1,028,510  
Property operating expenses     (465,721 )   (429,642 )
   
 
 
Income from property operations     758,946     598,868  

INVESTMENT MANAGEMENT BUSINESS:

 

 

 

 

 

 

 
Management fees and other income primarily from affiliates     158,367     159,888  
Management and other expenses     (112,047 )   (108,574 )
Amortization of intangibles     (18,729 )   (12,070 )
   
 
 
Income from investment management business     27,591     39,244  

General and administrative expenses

 

 

(18,530

)

 

(18,123

)
Other expenses     (6,400 )    
Provision for losses on accounts, fees and notes receivable     (6,646 )    
Depreciation of rental property     (327,070 )   (290,612 )
Interest expense     (297,507 )   (274,315 )
Interest and other income     68,417     70,545  
Equity in earnings (losses) of unconsolidated real estate partnerships     (16,662 )   5,246  
Minority interest in consolidated real estate partnerships     (37,619 )   (27,451 )
   
 
 
Operating earnings     144,520     103,402  

Gain on dispositions of real estate

 

 

18,848

 

 

26,335

 
Distributions to minority partners in excess of income     (46,359 )   (24,375 )
   
 
 
Income from continuing operations     117,009     105,362  

Discontinued operations:

 

 

 

 

 

 

 
  Income from discontinued operations, net     4,055     4,355  
   
 
 
Net income   $ 121,064   $ 109,717  
   
 
 
Net income attributable to preferred unitholders   $ 100,134   $ 70,217  
   
 
 
Net income attributable to common unitholders   $ 20,930   $ 39,500  
   
 
 

28


Net Income

        We recognized net income of $121.1 million, and net income attributable to common unitholders of $20.9 million, for the year ended December 31, 2001, compared to net income of $109.7 million, and net income attributable to common unitholders of $39.5 million for the year ended December 31, 2000. Net income attributable to common unitholders represents net income less distributions accrued on preferred OP Units for that period.

        The following paragraphs discuss the results of operations in detail.

Consolidated Rental Property Operations

        Rental and other property revenues from consolidated properties totaled $1,224.7 million for the year ended December 31, 2001, compared with $1,028.5 million for the year ended December 31, 2000, an increase of $196.2 million, or 19.1%. This increase in consolidated rental and other property revenues was principally a result of the following:

        Property operating expenses from our consolidated properties, consisting of on-site payroll costs, utilities (net of reimbursements received from residents), contract services, property management fees, turnover costs, repairs and maintenance, advertising and marketing, property taxes and insurance, totaled $465.7 million for the year ended December 31, 2001, compared with $429.6 million for the year ended December 31, 2000, an increase of $36.1 million or 8.4%. This increase in consolidated property operating expenses was principally a result of the following:

Consolidated Investment Management Business

        Income from the consolidated investment management business, which is primarily earned from unconsolidated real estate partnerships and the minority interest share of consolidated real estate partnerships, for which we are the general partner, was $27.6 million for the year ended December 31, 2001, compared with $39.2 million for the year ended December 31, 2000, a decrease of $11.6 million or 29.6%. This decrease in consolidated investment management business was principally a result of the following:

29


Consolidated General and Administrative and Other Expenses

        Consolidated general and administrative expenses remained consistent, with $18.5 million for the year ended December 31, 2001 compared with $18.1 million for the year ended December 31, 2000.

        We incurred $6.4 million of consulting fees paid to a specialized third party vendor for the year ended December 31, 2001 in connection with a systematic and comprehensive effort to improve our business processes and financial controls. This effort resulted in identifying many initiatives to eliminate work and reduce costs. Three of the main themes were to increase focus on the operation of the conventional properties, strengthen corporate support to field operations and increase focus on the realization of equity values embedded in our portfolio of affordable properties. In 2001, we transferred affordable property management to a team separate from conventional property management, and reduced our business of providing property management services to unrelated third parties from 60,669 units at the end of 2000 to 31,520 units by the end of 2001, in order to focus on the operation of conventional properties. We have strengthened a number of our corporate functions including: purchasing, which has provided for lower costs; marketing, to improve traffic; human resources, to improve the recruitment, training and retention of top performers; financial control, to provide more timely financial information; and information technology systems, which includes the pending installation of an on site property management program.

        Additionally, for the year ended December 31, 2001, we provided for an additional allowance of $6.6 million for possible losses on accounts, fees and other contingencies.

Consolidated Depreciation of Rental Property

        Consolidated depreciation of rental property totaled $327.1 million for the year ended December 31, 2001, compared with $290.6 million for the year ended December 31, 2000, an increase of $36.5 million or 12.6%. This increase was principally a result of the following:

30


Consolidated Interest Expense

        Consolidated interest expense, which includes the amortization of deferred financing costs, totaled $297.5 million for the year ended December 31, 2001, compared with $274.3 million for the year ended December 31, 2000, an increase of $23.2 million or 8.5%. This increase was principally a result of the following:

Consolidated Interest and Other Income

        Consolidated interest and other income decreased $2.1 million or 3.0% from $70.5 million for the year ended December 31, 2000, compared to $68.4 million for the year ended December 31, 2001. This decrease was principally the result of the following:

31


Equity in Earnings (Losses) of Unconsolidated Real Estate Partnerships

        Equity in losses from unconsolidated real estate partnerships totaled $16.7 million for the year ended December 31, 2001, compared to earnings of $5.2 million for the year ended December 31, 2000, a decrease of $21.9 million. The acquisition of interests in the Oxford properties in 2000 contributed $2.1 million to the earnings of unconsolidated real estate partnerships. However, this was offset by the purchase of additional partnership interests which resulted in the related properties being consolidated and contributing to consolidated rental revenues and expenses (six properties in 2001 and 79 properties in 2000).

Minority Interest in Consolidated Real Estate Partnerships

        Minority interest in consolidated real estate partnerships totaled $37.6 million for the year ended December 31, 2001, compared to $27.5 million for the year ended December 31, 2000, a change of $10.1 million. The change was primarily a result of our purchase of additional interests in real estate partnerships, thereby reducing the minority interest allocation.

Distributions to Minority Partners in Excess of Income

        Distributions to minority partners in excess of income increased $22.0 million from $24.4 million for the year ended December 31, 2000 to $46.4 million for the year ended December 31, 2001. When real estate partnerships consolidated in our financial statements make cash distributions in excess of net income, generally accepted accounting principles require us, as the majority partner, to record a charge equal to the minority partners' excess of distribution over net income when the partnership is in a deficit equity position, even though we do not suffer any economic effect, cost or risk. The increase for the year occurred due to increased refinancing and operating activity, resulting in an increased amount of cash distributions to minority interest partners.

Gain on Dispositions of Real Estate

        Gain on dispositions of real estate totaled $18.8 million for the year ended December 31, 2001, compared to $26.3 million for the year ended December 31, 2000, a decrease of $7.5 million. The sales in both periods are of properties that are considered by management to be inconsistent with our long-term investment strategy. Gains (losses) on properties sold were determined on a property by property basis and are not entirely comparable year over year due to individual property differences.

Discontinued Operations

        Income from discontinued operations was $4.1 million for the year ended December 31, 2001, compared to $4.4 million for the year ended December 31, 2000. As a result of the adoption of SFAS 144, effective January 1, 2002, we now report assets classified as held for sale (as defined by SFAS 144) and assets sold in the current period, as discontinued operations. This change has resulted in certain reclassifications of 2001 and 2000 financial statement amounts, as all results of operations for those properties sold or classified as held for sale in 2002 must be included in a separate component of income on the consolidated statements of income for all comparable periods. For the year ended December 31, 2001 and 2000, discontinued operations included the operations of the properties sold or classified as held for sale in 2002. There are no gains or losses on assets sold in 2001 or 2000 included in discontinued operations for the years ended December 31, 2001 and 2000. See Note 27 to the consolidated financial statements in Item 8 of this Annual Report for more information on discontinued operations.

32


Conventional Same Store Property Operating Results

        We define "same store" properties as conventional apartment properties in which our ownership interest exceeds 10% and operations are stabilized for over one year in the comparable periods of 2002 and 2001. "Total portfolio" includes same store properties plus conventional acquisition and redevelopment properties. The following table summarizes the unaudited conventional rental property operations on a "same store" and a "total portfolio" basis (dollars in thousands):

 
  Conventional
Same Store

  Conventional
Total Portfolio

 
 
  2002
  2001
  2002
  2001
 
Properties     620     620     665     636  
Apartment units     173,397     173,397     188,966     179,876  
Average physical occupancy     92.5 %   93.3 %   91.4 %   92.1 %
Average rent collected/unit/month   $ 693   $ 694   $ 714   $ 679  

Revenues

 

$

1,130,477

 

$

1,138,481

 

$

1,242,398

 

$

1,172,299

 
Expenses     420,879     417,254     465,997     436,156  
   
 
 
 
 
Net operating income   $ 709,598   $ 721,227   $ 776,401   $ 736,143  
   
 
 
 
 

        Same store net operating income decreased $11.6 million, or 1.6%, for the year ended December 31, 2002 compared to the year ended December 31, 2001. Revenues decreased $8.0 million, or 0.7%, primarily due to lower average rent (down $1 per unit), lower occupancy (down 0.8%), and increased bad debt; all of which were somewhat offset by an increase in ancillary income. Expenses increased by $3.6 million, or 0.9%, primarily due to an increase of $5.3 million in property taxes as well as increased insurance expense of $1.5 million as the cost of property hazard insurance coverage rose in March 2002. These increases were somewhat offset by reductions in other categories. Same store expenses for both periods presented above are net of capitalized costs. The same store net operating results above represent 88.0% and 92.0% of total Free Cash Flow for the years ended December 31, 2002 and 2001, respectively.

33


Funds From Operations

        We believe that FFO and AFFO, when considered with the financial data determined in accordance with GAAP, provide investors with an understanding of our ability to incur and service debt and make capital expenditures. These supplemental measures capture real estate performance by recognizing that real estate generally appreciates over time or maintains residual value to a much greater extent than machinery, computers or other personal property. The Board of Governors of the National Association of Real Estate Investment Trusts ("NAREIT") defines FFO as net income (loss), computed in accordance with GAAP, excluding gains and losses from extraordinary items, disposals of depreciable real estate property, net of related income taxes, plus real estate related depreciation and amortization (excluding amortization of financing costs), including depreciation for unconsolidated real estate partnerships and joint ventures and discontinued operations. We calculate FFO based on the NAREIT definition, plus amortization of intangibles, plus distributions to minority partners in excess of income and less distributions on preferred OP Units. We calculate FFO (diluted) by adding back the interest expense and preferred distributions relating to convertible units whose conversion is dilutive to FFO. FFO should not be considered an alternative to net income or net cash flows from operating activities, as calculated in accordance with GAAP, as an indication of our performance or as a measure of liquidity. FFO is not necessarily indicative of cash available to fund future cash needs. In addition, although FFO is a measure used for comparability in assessing the performance of real estate investment trusts, there can be no assurance that our basis for computing FFO is comparable with that of other real estate investment trusts.

        For the years ended December 31, 2002, 2001 and 2000, our FFO is calculated as follows (amounts in thousands):

 
  2002
  2001
  2000
 
Net Income   $ 206,202   $ 121,064   $ 109,717  
  Adjustments:                    
    Real estate depreciation, net of minority interest     260,507     316,101     256,917  
    Real estate depreciation related to unconsolidated entities     33,544     57,506     70,188  
    Loss (gain) on dispositions of real estate     27,902     (18,848 )   (26,335 )
    Distributions to minority partners in excess of income     26,979     46,359     24,375  
    Amortization of intangibles     4,026     18,729     12,068  
    Income tax arising from disposals         3,202      
    Gain on disposition of land         3,843      
  Discontinued operations:                    
    Real estate depreciation, net of minority interest     10,015     13,534     9,997  
    Gain on disposals, net of minority interest     (1,437 )        
    Distributions to minority partners in excess of income     1,401     1,342      
    Income tax arising from disposals     2,507          
  Other items:                    
    Deferred income tax benefit             154  
    Interest expense on mandatorily redeemable convertible preferred securities     1,161     1,568     8,869  
    Preferred OP Unit distributions     (67,991 )   (35,747 )   (26,120 )
   
 
 
 
Diluted Funds From Operations available to common OP Units and equivalents   $ 504,816   $ 528,653   $ 439,830  
   
 
 
 
Weighted average number of common OP Units and equivalents:                    
  Common OP Units and equivalents     99,168     84,960     77,297  
  Preferred OP Units convertible into common OP Units     9,894     17,187     14,209  
   
 
 
 
      109,062     102,147     91,506  
   
 
 
 
Cash flow provided by operating activities   $ 496,670   $ 491,846   $ 400,364  
Cash flow used in investing activities     (873,832 )   (140,638 )   (545,981 )
Cash flow provided by (used in) financing activities     398,637     (430,245 )   201,128  

34


Contribution to Free Cash Flow

        We look at our Free Cash Flow as a means of monitoring the operations of the components of our business. In this regard, in addition to the year-to-year comparative discussion, we have provided disclosure (see Note 24 to the consolidated financial statements in Item 8 of this Annual Report) on the contribution (separated between consolidated and unconsolidated activity) to our Free Cash Flow from several components of our business, and a reconciliation of Free Cash Flow to FFO, less Capital Replacements and Capital Enhancements, and to net income for the years ended December 31, 2002, 2001 and 2000. We define Free Cash Flow as FFO, less Capital Replacements and Capital Enhancements, plus interest expense and preferred OP Unit distributions.

        The following table summarizes the contributions to our Free Cash Flow (dollars in thousands):

 
  2002
  2001
  2000
 
 
  Amount
  Contr.%
  Amount
  Contr.%
  Amount
  Contr.%
 
Real estate   $ 745,844   92 % $ 701,054   89 % $ 575,888   85 %
Investment management business:                                
  Property and asset management     13,388   2 %   32,538   4 %   40,954   6 %
  Activity based fees     8,900   1 %   13,782   2 %   7,438   1 %
Interest income: recurring     33,551   4 %   32,378   4 %   41,996   6 %
Interest income: transactional     44,539   6 %   36,039   5 %   26,409   4 %
General and administrative and other expenses and provision for losses     (39,550 ) (5 %)   (31,576 ) (4 %)   (18,123 ) (2 %)
   
 
 
 
 
 
 
    Total Free Cash Flow   $ 806,672   100 % $ 784,215   100 % $ 674,562   100 %
   
 
 
 
 
 
 

Comparison of the Year Ended December 31, 2002 to the Year Ended December 31, 2001

        Total Free Cash Flow contributed was $806.7 million and $784.2 million in 2002 and 2001, respectively, an increase of $22.5 million or 2.9%.

        The real estate Free Cash Flow contribution was $745.8 million and $701.1 million in 2002 and 2001, respectively, an increase of $44.7 million or 6.4%. Real estate contribution to total Free Cash Flow increased to 92% in 2002 from 89% in 2001. The increase was primarily due to acquisitions ($88.7 million), offset by a decrease due to increased Capital Replacement and Capital Enhancement spending ($32.1 million), and a decrease in same store operating results ($12.6 million).

        The property and asset management income within the investment management business contributed $13.4 million (2%) and $32.5 million (4%) to Free Cash Flow in 2002 and 2001, respectively. This decrease is primarily a result of (a) a reduction in fees related to construction supervisory management services, (b) a reduction in management fees and other income earned due to a decrease in the number of properties managed, including third parties, (c) an increase in losses from property casualty insurance claims, and (d) a reduction due to the increased ownership in and number of consolidated real estate partnerships, which results in additional elimination of management fee income and the associated property operating expense. These decreases in Free Cash Flow were partially offset by increases in Free Cash Flow as a result of a decrease in compensation and health insurance expense. Activity based fees contributed $8.9 million (1%) and $13.8 million (2%) to Free Cash Flow in 2002 and 2001, respectively. Activity based fees are earned on partnership refinancing, sales and other transactions. This decrease was primarily due to decreased refinancing transactions resulting in fees (28 in 2002 compared to 59 in 2001).

        Recurring interest income increased $1.2 million primarily as a result of an increase in interest income from AIMCO offset by a decrease in interest income from money market and interest bearing accounts. In 2002, there was a $4.4 million increase related to interest earned on notes receivable due from AIMCO that were issued in connection with the sale of certain properties to AIMCO and in connection with AIMCO's acquisition of The Villas at Park La Brea, whereas there was no such income in 2001. Money market and interest bearing accounts decreased $3.8 million as interest rates on deposit accounts have decreased approximately 1.5% from the prior year, while the average cash balances outstanding for both periods remained consistent. The transactional related interest income contribution was $44.5 million (6%) and $36.0 million (5%) of Free Cash Flow contribution in 2002 and 2001, respectively, an increase of $8.5 million. Transactional interest income was comprised of gain on sale of bonds and accretion income on discounted notes. We hold investments in both par value notes receivable and discounted notes receivable. Accretion income on discounted notes increased $26.9 million from 2001 due to more completed transactions in 2002. Offsetting this increase was a decrease of

35


$18.4 million related to the recognized gain on sale of certain tax-exempt bonds that were held in 2001 and sold in the second quarter of 2002.

        Contributions to conventional real estate Free Cash Flow for 2002, 2001 and 2000 before adjustment for minority interest were as follows (dollars in thousands):

 
  2002
  2001
  2000
 
 
  Amount
  Contr.%
  Amount
  Contr.%
  Amount
  Contr.%
 
Average monthly rent greater than $1,200 per unit   $ 86,616   12 % $ 47,943   7 % $ 24,917   4 %
Average monthly rent $1,000 to $1,200 per unit     56,602   8 %   46,854   6 %   30,005   5 %
Average monthly rent $900 to $1,000 per unit     93,763   12 %   78,737   11 %   28,729   5 %
Average monthly rent $800 to $900 per unit     82,076   11 %   95,658   13 %   61,832   10 %
Average monthly rent $700 to $800 per unit     102,112   14 %   104,704   14 %   70,857   12 %
Average monthly rent $600 to $700 per unit     151,339   20 %   184,496   25 %   156,554   27 %
Average monthly rent $500 to $600 per unit     131,429   18 %   137,023   19 %   158,461   27 %
Average monthly rent less than $500 per unit     37,084   5 %   37,362   5 %   56,271   10 %
   
 
 
 
 
 
 
Total conventional real estate contribution to Free Cash Flow before adjustment for minority interest   $ 741,021   100 % $ 732,777   100 % $ 587,626   100 %
   
 
 
 
 
 
 

        The conventional real estate contribution to Free Cash Flow was $741.0 million and $732.8 million in 2002 and 2001, respectively, an increase of $8.2 million or 1.1%. The increase was primarily due to acquisitions ($53.7 million), offset by a decrease due to increased Capital Replacement and Capital Enhancement spending ($26.9 million), a decrease in same store operating results ($12.6 million), and a decrease due to 2001 dispositions ($5.3 million).

        The changes in the composition of conventional real estate contribution resulted in an increase in contribution from properties with an average monthly rent greater than $900 per unit to 32% from 24% in 2001, and a decrease in contribution from properties with an average monthly rent below $600 per unit to 23% from 24% in 2001. The changes were due to acquisitions offset by decreases in property operations and dispositions.

        Note 24 to the consolidated financial statements in Item 8 of this Annual Report provides additional detail on each component of Free Cash Flow. We believe this disclosure is complementary to the results of operations discussed above.

Comparison of the Year Ended December 31, 2001 to the Year Ended December 31, 2000

        Total Free Cash Flow contributed was $784.2 million and $674.6 million in 2001 and 2000, respectively, an increase of $109.6 million or 16.2%.

        The real estate Free Cash Flow contribution was $701.1 million and $575.9 million in 2001 and 2000, respectively, an increase of $125.2 million or 21.7%. Real estate contribution to total Free Cash Flow increased to 89% in 2001 from 85% in 2000. The increase was due to improvements in property operations (96%), acquisitions (2%) and limited partnership acquisitions (2%).

        The property and asset management income within the investment management business contributed $32.5 million (4%) and $41.0 million (6%) to Free Cash Flow in 2001 and 2000, respectively. This decrease is primarily a result of (a) a reduction in management fees and other income earned due to a decrease in the number of properties managed, including third parties, (b) an increase in losses from health and property casualty insurance claims and (c) a reduction due to the increased ownership in controlled, consolidated partnerships, which requires additional elimination of management fee income and the associated property management expense. These decreases in Free Cash Flow were partially offset by increases in Free Cash Flow as a result of (a) an increase in property and asset management income resulting from additional fees due to the acquisition of the Oxford properties in September 2000, (b) an increase in property and asset management income as we earned additional construction supervisory management services in 2001 and (c) an increase in the capitalization of direct and indirect costs related to construction, redevelopment, Capital Enhancement and Capital Replacement activities. Activity based fees contributed $13.8 million (2%) and $7.4 million (1%) to Free Cash Flow in 2001 and 2000, respectively. Activity based fees are earned on partnership refinancing, sales and other transactions. The increase in fee income is due to increased refinancing fees of $10.4 million in 2001, compared to $4.0 million in 2000.

        Recurring interest income decreased $9.6 million primarily as a result of a decrease in interest income from money market and interest bearing accounts. We had $78.1 million in cash as of December 31, 2001, compared to

36


$157.1 million at December 31, 2000 due to the paydown of certain obligations such as the term loan and revolving credit facility, and interest rates on deposit accounts having decreased approximately 200 basis points. The transactional related interest income contribution was $36.0 million (5%) and $26.4 million (4%) of Free Cash Flow contribution in 2001 and 2000, an increase of $9.6 million. Transactional interest income was comprised of gain on sale of bonds and accretion income on discounted notes. We hold investments in both par value notes receivable and discounted notes. Accretion income on discounted notes decreased $16.5 million from 2000 due to fewer loans and fewer transactions completed. However, this was offset by a $26.1 million gain recognized from the sale of certain tax-exempt bonds.

        The conventional real estate contribution to Free Cash Flow was $732.8 million and $587.6 million in 2001 and 2000, respectively, an increase of $145.2 million or 24.7%. The increase was due to improvements in property operations (96%), acquisitions (2%) and acquisition of limited partnership interests (2%).

        The changes in the composition of conventional real estate contribution resulted in an increase in contribution from properties with an average monthly rent greater than $900 per unit to 24% from 14% in 2000, and a decrease in contribution from properties with an average monthly rent below $600 per unit to 24% from 37% in 2000. The changes were due to improvements in property operations, acquisitions, limited partnership acquisitions and dispositions.

        Note 24 to the consolidated financial statements in Item 8 of this Annual Report provides additional detail on each component of Free Cash Flow. We believe this disclosure is complementary to the results of operations discussed above.

Liquidity and Capital Resources

        Liquidity is the ability to meet present and future financial obligations either through the sale or maturity of existing assets or by the acquisition of additional funds through working capital management. Both the coordination of asset and liability maturities and effective working capital management are important to the maintenance of liquidity. Our primary source of liquidity is our cash flow from operations as determined by rental rates, occupancy levels and operating expenses related to our portfolio of apartment properties, as well as cash flow from operations generated by our investment management business.

        Our principal demands for liquidity include normal operating activities, payments of principal and interest on outstanding debt, capital expenditures, acquisitions of and investments in properties and distributions paid to unitholders. We consider our cash provided by operating activities to be adequate to meet short-term liquidity demands. In the event that there continues to be an economic downturn or the national economy continues to deteriorate and the cash provided by operating activities is no longer adequate, we have additional means, such as short-term borrowing availability, to help us meet our short-term liquidity demands. We use our revolving credit facility for general corporate purposes and to fund investments on an interim basis. We expect to meet our long-term liquidity requirements, such as debt maturities and property acquisitions, through long-term borrowings, both secured and unsecured, the issuance of debt or equity securities (including OP Units), the sale of properties and cash generated from operations.

        At December 31, 2002, we had $99.6 million in cash and cash equivalents, an increase of $21.5 million from December 31, 2001. In addition, we had $224.9 million of restricted cash ($70 million of which was acquired in the Casden Merger), primarily consisting of reserves and impounds held by lenders for bond sinking funds, capital expenditures, property taxes and insurance. In addition, cash, cash equivalents and restricted cash are held by partnerships that are not presented on a consolidated basis. The following discussion relates to changes in cash due to operating, investing and financing activities, which are presented in our Consolidated Statements of Cash Flows in Item 8 of this Annual Report.

Operating Activities

        For the year ended December 31, 2002, our net cash provided by operating activities was $496.7 million, compared to $491.8 million for the year ended December 31, 2001. This decline is due primarily to the economic downturn in the national economy and the related deterioration in our operating activities, as well as an increase in our level of operating assets, partially offset by a decrease in our operating liabilities.

37


Investing Activities

        For the year ended December 31, 2002, our net cash used in investing activities was $873.8 million compared to $140.6 million for the year ended December 31, 2001. In 2002 our investing activities related to investments in acquisitions and our existing real estate assets through capital expenditures and redevelopment, as well as dispositions of apartment properties. See further discussion on capital expenditures under the heading "Capital Expenditures."

        Our acquisitions included the Casden Merger and the New England Properties Acquisition. In addition, we acquired the Villas at Park La Brea and made various acquisitions of limited partnership interests held by third party investors in certain partnerships for which we act as the general partner. See Note 4 to the consolidated financial statements in this Annual Report for further discussion on these activities.

        Although we hold all of our properties for investment, we sell properties when they do not meet our investment criteria or are located in areas that we believe do not justify our continued investment, in both cases as compared to alternative uses for our capital. The table below shows our dispositions during the year ended December 31, 2002:

Property Type

  Number of
Properties

  Gross Proceeds
  Existing Debt /
Transaction Costs

  Net Proceeds
  Our Share of
Net Proceeds

 
   
  (in millions)

  (in millions)

  (in millions)

  (in millions)

Conventional   53   $ 339.6   $ 204.9   $ 134.7   $ 107.4
Commercial   1     0.7         0.7     0.1
Affordable   26     72.5     42.0     30.5     12.0
Senior Living   2     37.2     29.4     7.8     7.6
   
 
 
 
 
Total   82   $ 450.0   $ 276.3   $ 173.7   $ 127.1
   
 
 
 
 

        We are currently marketing for sale certain real estate properties that are inconsistent with our long-term investment strategies (as determined by management from time to time). Proceeds from 2003 dispositions are expected to be at levels above that of 2002, and are planned to be used to reduce debt and fund capital and other operating needs.

Financing Activities

        For the year ended December 31, 2002, net cash provided by financing activities was $398.6 million compared to net cash used in financing activities of $430.2 million for the year ended December 31, 2001. In 2002 our financing activities related to mortgage financing, short-term debt financing, issuance of common and preferred equity, payment of our distributions and payment of our principal debt amortization.

38


        During the year ended December 31, 2002, we refinanced or closed 93 mortgage loans generating $1,031.7 million of total proceeds at a weighted average interest rate of 4.26%, of which approximately $937.9 million related to consolidated properties (these mortgages do not include the $308.7 million in mortgage loans related to the New England Properties Acquisition that are discussed below). Each loan is non-recourse. Among the 93 loans, 81 are individually secured by one of 81 properties with no cross-collateralization, and 12 loans totaling $228.4 million are cross-collateralized with certain other mortgage loans. After repayment of existing debt and payment of transaction costs totaling $832.0 million, our share of the total $199.7 million in net proceeds was $165.8 million which was used to repay existing short-term debt and for other corporate purposes. Further details on these mortgage loans are shown in the table below:

Mortgage Type

  Loan Amount
  Term
  Rate
 
 
  (in millions)

   
   
 
Conventional Fixed Rate   $ 174.5   Up to 20 yr, 20 yr amortization   6.49 %
Conventional Fixed Rate     129.5   Up to 10 yr, 30 yr amortization   7.01  
Conventional Variable Rate     241.0   3 yr revolving facility   2.85  
Tax-Exempt Variable Rate     376.8   5-10 yrs   2.47  
Affordable Fixed Rate     109.9   15-30 yrs, fully amortizing   6.67  
   
     
 
    $ 1,031.7       4.26 %
   
     
 

        In connection with the Casden Merger, we assumed $684.7 million of primarily long-term, fixed-rate, fully amortizing notes payable with a weighted average interest rate of 6.85%. Each of the notes is individually secured by one of 116 properties with no cross-collateralization.

        In connection with the New England Properties Acquisition, we closed 11 mortgage loans generating $308.7 million of long-term, fixed rate, fully amortizing notes with a weighted average interest rate of 5.69%. Each loan is non-recourse and is individually secured by one of the 11 properties, with no cross-collateralization.

        In connection with our purchase of The Villas at Park La Brea, we closed a $38.0 million, long-term, fixed rate, fully amortizing note with an interest rate of 6.01%. This note is non-recourse and secured by the property.

        As of December 31, 2002, substantially all of the Company's owned or controlled properties and 86.5% of our total assets were encumbered by or served as collateral for debt. As of December 31, 2002, we had total secured outstanding indebtedness of $6,233.7 million, comprised of $4,582.9 million of secured long-term financing, $1,244.8 million of secured tax-exempt long-term bond financing and $406.0 million in secured short-term financing. As of December 31, 2002, approximately 22.6% of our indebtedness bears interest at variable rates, of which $786.2 million, or 12.6%, is tax-exempt bond financing. As of December 31, 2002, we had a total of 49 mortgage loans, with an aggregate principal balance outstanding of $573.4 million that were cross-collateralized with certain other mortgage loans. Other than these loans, none of our debt is subject to cross-collateralization provisions. The weighted average interest rate on our long-term secured notes payable and tax-exempt bonds was 6.49%, with a weighted average maturity of 14 years as of December 31, 2002.

        In 2002 AIMCO issued the following equity:

        The net proceeds of the above issuances were contributed by AIMCO to us in exchange for similar classes of common and preferred OP Units. In addition, we issued 882,784 common OP Units in connection with the Casden Merger and 331,451 common OP Units in connection with the acquisition of limited partnership interests.

39


        It is the present policy of the General Partner to increase the distribution annually in an amount equal to one-half of the projected increase in AFFO subject to minimum distribution requirements to maintain its REIT status. The General Partner considers the discretionary nature of Capital Enhancement spending in its consideration of AFFO as it relates to the distribution policy. The distribution paid in February 2003 of $0.82 per unit, which was the same distribution amount as was paid in each quarter of 2002, represents a distribution of 96% of AFFO (before deducting Capital Enhancements) and 78% of FFO for the quarter ended December 31, 2002. The General Partner continues to monitor the distribution as a percentage of AFFO (before deducting Capital Enhancements). If the payout were to exceed 100% for a sustained period, the General Partner would consider a change in the distribution to match operating profitability.

        On November 7, 2001, we and AIMCO filed a shelf registration statement with the Securities and Exchange Commission, or SEC, with respect to an aggregate of $822 million of debt and equity securities of AIMCO and $500 million of our debt securities, all of which was carried forward from AIMCO's 1998 shelf registration statement. The SEC declared the registration statement effective on November 9, 2001. As of December 31, 2002, AIMCO had approximately $400 million of debt and equity available and we had $500 million of debt available under this registration statement. We expect to finance acquisitions of real estate interests with the issuance of equity and debt securities under the shelf registration statement as well as with cash from operations or short-term borrowings.

Credit Facility and Term Loan

        On February 14, 2003, we and our lenders amended our revolving credit facility to increase the available commitment, at our option, to $500 million (such commitment in excess of $400 million is not available until it has been syndicated), reduce the minimum fixed charge coverage ratio from 1.60:1 to 1.50:1 through the maturity date and extend the maturity date one year to July 31, 2005. Upon the effective date of the amendment, the margin on LIBOR-based loans and base rate loans was amended to a range between 2.05% to 2.65% and .55% to 1.15%, respectively, based on the fixed charge coverage ratio. In addition, we and our lenders amended the Casden Loan with the same reduction in the fixed charge coverage ratio as stated above for the credit facility, through maturity, and to eliminate mandatory prepayments for the remainder of the term using proceeds from equity, sales or refinancing proceeds (except as such proceeds arise from transactions of the properties acquired in the Casden Merger).

        The financial covenants contained in the amended and restated revolving credit facility and the Casden Loan require us to maintain a ratio of debt to gross asset value of no more than 0.55 to 1.0, and an interest coverage ratio of 2.25 to 1.0. In addition, the amended and restated revolving credit facility and the Casden Loan limit us from distributing more than 80% of our Funds From Operations over any 12-month period (or such amounts as may be necessary for AIMCO to maintain its status as a REIT). Finally, the fixed charge coverage ratio requirement for the quarter ended June 30, 2002 through February 13, 2003 (at which time the coverage ratios were further amended as indicated above) was 1.60:1. As of December 31, 2002, we were in compliance with all financial covenant requirements.

Future Capital Needs

        We expect to fund any future acquisitions, redevelopment and capital improvements principally with proceeds from property sales, short-term borrowings and operating cash flows. As of December 31, 2002, we had 10 properties with 3,678 units under redevelopment having an estimated total investment (fair market value prior to redevelopment plus new redevelopment spending) of $601 million, of which approximately $34 million remains to be spent. Our share of the estimated total investment is $501 million of which approximately $21 million remains to be spent.

        During 2003, we have:

40


Capital Expenditures

        For the year ended December 31, 2002, we spent a total of $82.9 million and $8.0 million on Capital Replacements (expenditures required to maintain the related asset) and on Capital Enhancements (expenditures that add a new feature or revenue source at a property), respectively.

        Capital Replacements spending has increased for two primary reasons: a general increase in spending to maintain our assets; and an increase in capitalized costs. In addition to Capital Replacements, we monitor Capital Enhancements, which we distinguish from Capital Replacements. Capital Enhancements are costs incurred to add additional rental square footage, a new building or a new revenue producing feature. For example, replacement of existing kitchen appliances is a Capital Replacement, however, if the same replacements are done in connection with an extensive remodeling project then they are characterized as a Capital Enhancement. Because the distinction between Capital Replacements and Capital Enhancements is not consistently applied across REITs and because there is a risk of partial substitution between Capital Replacements and Capital Enhancements, we monitor and report both Capital Replacements and Capital Enhancements and deduct both in our calculation of AFFO.

        The table below details our actual spending on Capital Replacements and Capital Enhancements based on a per unit and total dollar basis (based on approximately 173,000 units) for the year ended December 31, 2002 and reconciles it to our 2002 Consolidated Statement of Cash Flows:

 
  Useful
Life
in Yrs

  Capital
Replacements
Actual Cost
Per Unit

  Capital
Enhancements
Actual Cost
Per Unit

  Total CR/CE
Annual Cost
Per Unit

  Capital
Replacements
Actual Cost

  Capital
Enhancements
Actual Cost

  Total CR/CE
Annual Cost

 
 
   
   
   
   
  (in thousands)

  (in thousands)

  (in thousands)

 
Carpets   5   $ 108   $   $ 108   $ 18,795   $ 11   $ 18,806  
Flooring   5     26         26     4,509     77     4,586  
Appliances   5     33     3     36     5,731     447     6,178  
Blinds/shades   5     6         6     961     4     965  
Furnace/air   5     37     1     38     6,423     112     6,535  
Hot water heaters   5     10         10     1,646     21     1,667  
Kitchen/bath   5     13     1     14     2,207     90     2,297  
Exterior painting   5     13     1     14     2,338     186     2,524  
Landscaping   5     17     1     18     2,987     243     3,230  
Pool/exercise facilities   5     15     1     16     2,519     221     2,740  
Computers, miscellaneous   5     17         17     2,865         2,865  
Roofs   15     10         10     1,716         1,716  
Parking lot   15     10         10     1,775     87     1,862  
Building (electrical, elevator, plumbing)   15     74     5     79     12,899     887     13,786  
Submetering   15         27     27         4,602     4,602  
Capitalized payroll   5     89     6     95     15,511     984     16,495  
       
 
 
 
 
 
 
Total Company's share       $ 478   $ 46   $ 524   $ 82,882   $ 7,972   $ 90,854  
       
 
 
 
 
 
 

Plus minority partners' share of consolidated spending

 

 

10,334

 

 

379

 

 

10,713

 
Less our share of unconsolidated spending     (11,168 )   (823 )   (11,991 )
                         
 
 
 
Total spending per Consolidated Statement of Cash Flows   $ 82,048   $ 7,528   $ 89,576  
                         
 
 
 

        In addition, we capitalized approximately $8.8 million of our share of indirect costs related to these activities for the year ended December 31, 2002, increasing our share of Capital Replacement ($90.4 million) and Capital Enhancement ($9.2 million) spending to $99.6 million. We funded these expenditures with cash provided by operating activities, working capital reserves, and borrowings under our credit facility.

        For the year ended December 31, 2002, we spent a total of $170.9 million for initial capital expenditures, or ICE, (expenditures at a property that have been identified, at the time the property is acquired, as expenditures to be incurred within one year of the acquisition, which in this period relates primarily to the properties acquired in the

41


Casden Merger) and redevelopment (expenditures that substantially upgrade the property). The following table reconciles our share of those expenditures to our 2002 Consolidated Statement of Cash Flows (in millions):

 
  Year Ended December 31, 2002
 
 
  ICE
  Redevelopment
  Total
 
Conventional Assets   $ 29.5   $ 131.0   $ 160.5  
Affordable Assets     6.6     3.8     10.4  
   
 
 
 
Total Company's share     36.1     134.8     170.9  
   
 
 
 

Plus minority partners' share of consolidated spending

 

 

1.6

 

 

20.5

 

 

22.1

 
Less our share of unconsolidated spending     (3.0 )   (9.8 )   (12.8 )
   
 
 
 
Total ICE and redevelopment spending per Consolidated Statement of Cash Flows   $ 34.7   $ 145.5   $ 180.2  
   
 
 
 

        In addition, we capitalized approximately $15.4 million of our share of direct and indirect costs related to these activities for the year ended December 31, 2002, increasing our share of ICE and redevelopment spending to $186.3 million. We funded these expenditures with cash provided by operating activities, working capital reserves, and borrowings under our credit facility.

        During 2001 and 2002, we refined our process for identifying and capitalizing certain indirect costs, which include the implementation of a detailed time reporting system to measure such activities more accurately. As a result of the refined process, we capitalized approximately $40.7 million of our share of indirect costs for the year ended December 31, 2002, compared to approximately $48.1 million for the year ended December 31, 2001, for a reduction of approximately $7.4 million.

Off-Balance Sheet Arrangements

        We own general and limited partner interests in unconsolidated real estate partnerships, which interests were acquired through acquisitions, direct purchases and separate offers to other limited partners. Our total ownership interests in these unconsolidated real estate partnerships range from 1% to 55%. However, based on the provisions of the related partnership agreements, which grant varying degrees of control, we are not deemed to have control of these partnerships sufficient to require or permit consolidation for accounting purposes. There are no lines of credit, side agreements, financial guarantees, or any other derivative financial instruments related to or between us and our unconsolidated real estate partnerships. Accordingly, our maximum risk of loss related to these unconsolidated real estate partnerships is limited to the aggregate carrying amount of our investment in the unconsolidated real estate partnerships and any outstanding notes receivable as reported in our consolidated financial statements. See Note 5 to the consolidated financial statements in Item 8 of this Annual Report for additional information on our unconsolidated real estate partnerships.

Contractual Obligations

        This table summarizes information contained elsewhere in this Annual Report regarding contractual obligations and commitments (amounts in thousands):

 
  2003
  2004
and 2005

  2006
and 2007

  2008
and thereafter

  Total
Scheduled long-term debt maturities   $ 313,514   $ 536,355   $ 906,461   $ 4,071,386   $ 5,827,716
Secured credit facilities         115,000             115,000
Leases     5,549     9,311     7,583         22,443
Development fee payments (1)     10,000     20,000     2,500         32,500
   
 
 
 
 
Total   $ 329,063   $ 680,666   $ 916,544   $ 4,071,386   $ 5,997,659
   
 
 
 
 

(1)
The development fee payments above were established in connection with the Casden Merger and AIMCO's commitment as it relates to the Casden Development Company, LLC. AIMCO agreed to pay $2.5 million per quarter for five years up to an aggregate amount of $50.0 million to Casden Development Company, LLC as a retainer on account for redevelopment services. Additionally, AIMCO has committed to invest up to $50 million for a 20% limited liability company interest in Casden Properties, LLC, a newly formed company controlled by third parties. As of December 31, 2002, AIMCO had invested $11.7 million (see Note 4 to the consolidated financial statements in Item 8 of this Annual Report for additional information).

42



ITEM 7a. Quantitative and Qualitative Disclosures About Market Risk

        Our primary market risk exposure relates to changes in interest rates. We are not subject to any foreign currency exchange rate risk or commodity price risk, or any other material market rate or price risks. We use predominantly long-term, fixed-rate and self-amortizing non-recourse mortgage debt in order to avoid the refunding and repricing risks of short-term borrowings. We use short-term debt financing and working capital primarily to fund short-term uses and acquisitions and generally expect to refinance such borrowings with cash from operating activities, property sales proceeds or long-term debt financings.

        We had $1,411.2 million of variable rate debt outstanding at December 31, 2002, which represented 22.6% of our total outstanding debt. Of the total variable debt, the major components were floating rate tax-exempt bond financing ($786.2 million), floating rate secured notes ($219.0 million), the Casden Loan ($115.0 million), and the credit facility ($291.0 million). Based on this level of debt, an increase in interest rates of 1% would result in our income and cash flows being reduced by $14.1 million on an annual basis. Historically, changes in tax-exempt interest rates have been at a ratio less than 1:1 with changes in taxable interest rates. Variable rate tax-exempt bond financing is benchmarked against the Bond Market Association Municipal Swap Index (the "BMA Index"). Since 1981, the BMA Index has averaged 54.2% of the 10-year Treasury Yield. If this relationship continues and based on our level of tax-exempt debt, an increase of 1% in taxable interest rates would result in our income and cash flows being reduced by $10.5 million on an annual basis. At December 31, 2002, the Company had $4,822.5 million of fixed-rate debt outstanding. As of December 31, 2001, based on our level of variable debt of $853.4 million, an increase in interest rates of 1% would have resulted in our income and cash flows being reduced by $8.5 million on an annual basis. The year ended December 31, 2002 had an increased potential reduction of $5.6 million as compared to the year ended December 31, 2001 due to our increased variable debt balance in 2002, as a result of our acquisitions and newly consolidated properties.

        As of December 31, 2002, the scheduled principal amortization and maturity payments for our consolidated secured notes payable and consolidated secured tax-exempt bonds were as follows (dollars in thousands):

 
  Amortization
  Maturities
  Total
  Percentage
 
2003   $ 134,575   $ 178,939   $ 313,514   5.4 %
2004     145,628     69,562     215,190   3.7 %
2005     153,664     167,501     321,165   5.5 %
2006     157,455     384,860     542,315   9.3 %
2007     164,289     199,857     364,146   6.2 %
Thereafter                 4,071,386   69.9 %
               
 
 
                $ 5,827,716   100.0 %
               
 
 

        The estimated aggregate fair value of our cash and cash equivalents, receivables, payables and short-term secured debt as of December 31, 2002 approximate their carrying value due to their relatively short-term nature. Management further believes that the fair value of our variable rate secured tax-exempt bond debt and variable rate secured long-term debt approximate their carrying values. The fair value for our fixed-rate debt agreements were estimated based on the quoted market rate for the same or similar issues. The carrying amount of our fixed-rate debt at December 31, 2002 was $4.8 billion compared to the computed fair value of $5.5 billion (see Note 3 to the consolidated financial statements in Item 8 of this Annual Report).


ITEM 8. Financial Statements and Supplementary Data

        The independent auditor's report, consolidated financial statements and schedule listed in the accompanying index are filed as part of this report and incorporated herein by this reference. See "Index to Financial Statements" on page F-1.


ITEM 9. Changes in and Disagreements with Accountants on Accounting and Financial Disclosure

        None.

43



PART III

ITEM 10. Directors and Executive Officers of the Registrant

        All of the executive officers of our General Partner also serve as executive officers of AIMCO. Accordingly, the information below reflects the directors of our General Partner and the executive officers of both our General Partner and AIMCO. The officers of AIMCO and our General Partner are elected annually by their respective Boards of Directors.

Name

  Age
  First Elected
  Position
Terry Considine   55   July 1994   Chairman of the Board of Directors and Chief Executive Officer

Peter K. Kompaniez

 

58

 

July 1994

 

Vice Chairman of the Board of Directors and President

Harry G. Alcock

 

40

 

October 1999

 

Executive Vice President and Chief Investment Officer

Miles Cortez

 

59

 

August 2001

 

Executive Vice President, General Counsel and Secretary

Joseph DeTuno

 

58

 

February 2001

 

Executive Vice President — Redevelopment

Patti K. Fielding

 

39

 

February 2003

 

Executive Vice President — Securities and Debt

Patrick J. Foye

 

46

 

May 1998

 

Executive Vice President

Lance J. Graber

 

42

 

October 1999

 

Executive Vice President — AIMCO Capital Transactions

Paul J. McAuliffe

 

46

 

February 1999

 

Executive Vice President and Chief Financial Officer

Ronald D. Monson

 

46

 

February 2001

 

Executive Vice President and Head of Property Operations

Thomas C. Novosel

 

44

 

April 2000

 

Senior Vice President — Chief Accounting Officer

James G. Purvis

 

50

 

February 2003

 

Executive Vice President — Human Resources

David Robertson

 

37

 

February 2002

 

Executive Vice President; President and Chief Executive Officer — AIMCO Capital

        The following is a biographical summary of the experience of the current directors of our General Partner and executive officers of our General Partner and AIMCO for the past five years or more.

        Terry Considine.    Mr. Considine has been Chairman of the Board of Directors and Chief Executive Officer since July 1994. Mr. Considine serves as Chairman and Chief Executive Officer of American Land Lease, Inc., another public real estate investment trust and successor to Asset Investors Corporation and Commercial Assets, Inc. Mr. Considine devotes his time to his responsibilities at AIMCO on a full time basis, and the balance to American Land Lease, Inc.

        Peter K. Kompaniez.    Mr. Kompaniez has been Vice Chairman of the Board of Directors since July 1994 and was appointed President in July 1997. Mr. Kompaniez has also served as Chief Operating Officer of NHP Incorporated after it was acquired by AIMCO in December 1997.

        Harry G. Alcock.    Mr. Alcock served as a Vice President from July 1996 to October 1997, when he was promoted to Senior Vice President — Acquisitions. Mr. Alcock served as Senior Vice President — Acquisitions until October 1999, when he was promoted to Executive Vice President and Chief Investment Officer. Mr. Alcock has had responsibility for acquisition and financing activities of the Company since July 1994.

        Miles Cortez.    Mr. Cortez was appointed Executive Vice President, General Counsel and Secretary in August 2001. Prior to joining the Company, Mr. Cortez was the senior partner of Cortez Macaulay Bernhardt & Schuetze LLC, a Denver law firm, from December 1997 through September 2001. From August 1993 through November 1997, Mr. Cortez was a partner at McKenna & Cuneo LLP in Denver. He served as president of the Colorado Bar Association from 1996 to 1997 and the Denver Bar Association from 1982 to 1983.

44


        Joseph DeTuno.    Mr. DeTuno was appointed Executive Vice President — Redevelopment in February 2001 and previously served as Senior Vice President — Property Redevelopment from August 1997 to February 2001. Prior to joining the Company, Mr. DeTuno was President and founder of JD Associates, a full service real estate consulting, advisory and project management company that he founded in 1990.

        Patti K. Fielding.    Ms. Fielding was appointed Executive Vice President — Securities and Debt in February 2003. She is responsible for securities and debt financing and the treasury department. From January 2000 to February 2003, Ms. Fielding served as Senior Vice President — Securities and Debt. Ms. Fielding joined the Company in February 1997 and served as Vice President-Tenders, Securities and Debt until January 2000. Prior to joining the Company, Ms. Fielding was a Vice President with Hanover Capital Partners from 1996 to 1997, Vice Chairman, Senior Vice President and Principal of CapSource Funding Corp from 1993 to 1995, and Group Vice President with Duff & Phelps Rating Co. from 1987 to 1993.

        Patrick J. Foye.    Mr. Foye was appointed Executive Vice President in May 1998. He is responsible for AIMCO's continuous improvement initiative, acquisitions of partnership securities, consolidation of minority interests, and corporate and other acquisitions. Prior to joining the Company, Mr. Foye was a Merger and Acquisitions Partner in the law firm of Skadden, Arps, Slate, Meagher & Flom LLP from 1989 to 1998.

        Lance J. Graber.    Mr. Graber has been Executive Vice President since October 1999. His principal business function is overseeing dispositions, refinancings, redevelopments and other transactions within AIMCO Capital's portfolio of affordable properties. Prior to joining the Company, Mr. Graber was a Director at Credit Suisse First Boston from 1994 to May 1999, during which time he supervised a staff of seven in the making of principal investments in hotel, multi-family and assisted living properties.

        Paul J. McAuliffe.    Mr. McAuliffe has been Executive Vice President since February 1999 and was appointed Chief Financial Officer in October 1999. From May 1996 until he joined the Company, Mr. McAuliffe was Senior Managing Director of Secured Capital Corp.

        Ronald D. Monson.    Mr. Monson was appointed Executive Vice President and Head of Property Operations in February 2001. Previously, he served as Regional Vice President from March 1997 to May 1998, when he was promoted to Senior Vice President of the Midwest Division. Mr. Monson served as Senior Vice President of the Midwest Division until January 1999, when he was appointed Senior Vice President of the Far West Division. From April 1994 to February 1997, Mr. Monson was a Regional Vice President for Great Atlantic Property Management.

        Thomas C. Novosel.    Mr. Novosel was appointed Senior Vice President and Chief Accounting Officer in April 2000. From October 1993 until he joined the Company, Mr. Novosel was a partner at Ernst & Young LLP, where he served as the director of real estate advisory services for the southern Ohio Valley area offices but did not work on any assignments related to the Company.

        James G. Purvis.    Purvis was appointed Executive Vice President — Human Resources in February 2003. Prior to joining AIMCO, from October 2000 to February 2003, Mr. Purvis served as the Vice President of Human Resources at SomaLogic, Inc. a privately held biotechnology company in Boulder, Colorado. From July 1997 to October 2000, Mr. Purvis was the principal consultant for O3C Global Organization Solutions, a global human resources strategy and technology consulting company based in Colorado and London. From March 1996 to July 1997 Mr. Purvis served as the Senior Vice President of Employee Relations at TCI, Inc.

        David Robertson.    Mr. Robertson has been Executive Vice President since February 2002, and was appointed President and Chief Executive Officer of AIMCO Capital in October 2002. He is responsible for property operations, asset management and transaction activities within AIMCO Capital's portfolio of affordable properties. Prior to joining the Company, Mr. Robertson was a member of the investment-banking group at Smith Barney from 1991 to 1996, where he was responsible for real estate investment banking transactions in the western United States, and was part of the Smith Barney team that managed AIMCO's initial public offering in 1994. Since February 1996, Mr. Robertson has been Chairman and Chief Executive Officer of Robeks Corporation, a privately held chain of specialty food stores.

        Section 16(a) Beneficial Ownership Compliance.    Section 16(a) of the Securities Exchange Act requires the General Partner's executive officers and directors, and persons who own more than ten percent of a registered class of OP Units, to file reports (Forms 3, 4 and 5) of unit ownership and changes in ownership with the Securities and Exchange Commission. Officers, directors and beneficial owners of more than ten percent of the OP Units are required by Securities and Exchange Commission regulations to furnish us with copies of all such forms that they file.

45


        Based solely on our review of the copies of Forms 3, 4 and 5 and the amendments thereto received by it for the year ended December 31, 2002, or written representations from certain reporting persons that no Forms 5 were required to be filed by those persons, we believe that during the period ended December 31, 2002, all filing requirements were complied with by our executive officers, directors and beneficial owners of more than ten percent of the OP Units, except that Mr. Ellwood inadvertently omitted a report for a purchase by his wife of 200 shares on November 26, 2002, which was reported on December 31, 2002.


ITEM 11. Executive Compensation


SUMMARY COMPENSATION TABLE

        The following table sets forth the compensation paid for each of the three fiscal years ended December 31, 2002 to the directors of the General Partner and the Chief Executive Officer and each of the four other most highly compensated executive officers of the General Partner and AIMCO (the "Named Executive Officers"). Information regarding stock options and other stock based compensation payable by AIMCO has been included for informational purposes since we will issue to AIMCO additional OP Units upon exercise of such stock options and the contribution to us of the net proceeds therefrom.

 
   
   
   
   
  Long Term
Compensation (1)

   
 
   
  Annual Compensation
   
 
   
   
  Securities
Underlying Stock
Options/SARs
Awards (#)

   
Name and Principal Position

  Year
  Salary($)
  Bonus($) (2)
  Other Annual
Compensation($)

  Restricted
Stock
Awards ($)

  All Other
Compensation($)

Terry Considine
Chairman of the Board of Directors and Chief Executive Officer
  2002
2001
2000
  200,000
100,000
275,000
  510,000
857,500
None
  None
None
None
  None
None
None
  615,044
921,970
200,000
  (4)

None
None
None

Peter K. Kompaniez
Vice Chairman of the Board of Directors and President

 

2002
2001
2000

 

200,000
100,000
235,000

 

485,000
507,500
None

 

None
None
None

 


None
None

  (5)


180,310
437,122
200,000

  (6)


None
None
None

Paul J. McAuliffe
Executive Vice President and Chief Financial Officer

 

2002
2001
2000

 

200,000
200,000
200,000

 

360,000
457,500
None

 

None
None
None

 


470,000
1,200,000

  (7)
  (3)
  (3)

150,442
203,788
20,000

  (8)


None
None
None

David Robertson (9)
Executive Vice President — President and Chief Executive Officer — AIMCO Capital

 

2002

 

200,000

 

360,000

 

None

 

 

  (10)

161,505

  (11)

None

Lance J. Graber
Executive Vice President — AIMCO Capital Transactions

 

2002
2001
2000

 

200,000
200,000
200,000

 

360,000
262,500
400,000

 

None
None
None

 


200,037
None

  (12)
  (3)

207,965
None
None

  (13)


None
None
None

(1)
Restricted stock and stock options were awarded in January 2001 and 2002, respectively, with respect to fiscal years 2000 and 2001. Stock options were awarded in February 2003 with respect to fiscal year 2002.

(2)
Includes all incentive cash compensation earned by the Chief Executive Officer and each of the Named Executive Officers.

(3)
The value of the 2001 restricted stock awards at December 31, 2002 was $404,034 and $171,958 for Messrs. McAuliffe and Graber, respectively. Such value is determined by the market price, $37.48, for AIMCO's Class A Common Stock at the last day of the last fiscal year. The number of shares subject to 2000 restricted stock awards held by Messrs. McAuliffe and Graber at the end of fiscal year 2002 was 10,780 shares and 4,588 shares, respectively. With respect to Mr. McAuliffe's 10,780 shares, 8,028 are subject to restrictions that lapse on the second (40%), third (20%), fourth (20%) and fifth (20%) anniversaries of the award and 2,752 are subject to restrictions that lapse on the first (34%), second (33%) and third (33%) anniversaries of the award, thus restrictions have lapsed with respect to 935 shares of this award. The value of the 2000 restricted stock awards at the end of the last fiscal year was $944,308 for Mr. McAuliffe. Such value is determined by the market price, $37.48, for AIMCO's Class A Common Stock at the last day of the last fiscal year. The number of shares subject to 2000 restricted stock awards held by Mr. McAuliffe at the end of the last fiscal year was 25,195 shares. Restrictions lapse on the first (34%), second (33%) and third (33%) anniversaries of the award,

46


(4)
This number reflects two option grants, each of which were made on February 3, 2003. Of the total, 150,442 vest 34% on the first anniversary of the award and 33% vests on each of the second and third anniversaries of the award and 464,602 vest 40% on the second anniversary of the award and 20% on each of the third, fourth and fifth anniversaries of the award.

(5)
As part of 2002 compensation, on May 1, 2003, Mr. Kompaniez will be granted a restricted stock grant of 11,210 shares, which shares will vest 40% on the second anniversary of the award and 20% on each of the third, fourth and fifth anniversaries of the award. Because the closing market price on date of grant is not known, the dollar value of the grant cannot be calculated at this time. At December 31, 2002, such an award would have had a value of $420,151 based on the market price, $37.48, for AIMCO's Class A Common Stock at the last day of the last fiscal year. Holders of restricted stock awards are entitled to receive the dividends thereto commencing on the date of grant.

(6)
This number reflects two option grants, each of which were made on February 3, 2003. Of the total, 139,381 vest 34% on the first anniversary of the award and 33% vests on each of the second and third anniversaries of the award and 40,929 vest 40% on the second anniversary of the award and 20% vests on each of the third, fourth and fifth anniversaries of the award.

(7)
As part of 2002 compensation, on May 1, 2003, Mr. McAuliffe will be granted a restricted stock grant of 22,008 shares, which shares will vest 40% on the second anniversary of the award and 20% on each of the third, fourth and fifth anniversaries of the award. Because the closing market price on date of grant is not known, the dollar value of the grant cannot be calculated at this time. At December 31, 2002, such an award would have had a value of $824,860 based on the market price, $37.48, for AIMCO's Class A Common Stock at the last day of the last fiscal year. Holders of restricted stock awards are entitled to receive the dividends thereto commencing on the date of grant.

(8)
This number reflects two option grants, each of which were made on February 3, 2003. Of the total, 84,071 vest 34% on the first anniversary of the award and 33% vests on each of the second and third anniversaries of the award and 66,372 vest 40% on the second anniversary of the award and 20% vests on each of the third, fourth and fifth anniversaries of the award.

(9)
Mr. Robertson was not an employee of the Company prior to February 2002.

(10)
As part of 2002 compensation, on May 1, 2003, Mr. Robertson will be granted a restricted stock grant of 24,759 shares, which shares will vest 40% on the second anniversary of the award and 20% on each of the third, fourth and fifth anniversaries of the award. Because the closing market price on date of grant is not known, the dollar value of the grant cannot be calculated at this time. At December 31, 2002, such an award would have had a value of $927,967 based on the market price, $37.48, for AIMCO's Class A Common Stock at the last day of the last fiscal year. Holders of restricted stock awards are entitled to receive the dividends thereto commencing on the date of grant.

(11)
This number reflects two option grants, each of which were made on February 3, 2003. Of the total 84,071 vest 34% on the first anniversary of the award and 33% vests on each of the second and third anniversaries of the award and 77,434 vest 40% on the second anniversary of the award and 20% vests on each of the third, fourth and fifth anniversaries of the award.

(12)
As part of 2002 compensation, on May 1, 2003, Mr. Graber will be granted a restricted stock grant of 12,390 shares, which shares will vest 40% on the second anniversary of the award and 20% on each of the third, fourth and fifth anniversaries of the award. Because the closing market price on date of grant is not known, the dollar value of the grant cannot be calculated at this time. At December 31, 2002, such an award would have had a value of $464,377 based on the market price, $37.48, for AIMCO's Class A Common Stock at the last day of the last fiscal year. Holders of restricted stock awards are entitled to receive the dividends thereto commencing on the date of grant.

(13)
This number reflects two option grants, each of which were made on February 3, 2003. Of the total, 84,071 vest 34% on the first anniversary of the award and 33% vests on each of the second and third anniversaries of the award and 123,894 vest 40% on the second anniversary of the award and 20% vests on each of the third, fourth and fifth anniversaries of the award.

47



OPTION/SAR GRANTS IN LAST FISCAL YEAR

        Information on options granted in 2003 for the 2002 fiscal year to the Named Executive Officers is set forth in the following table.

 
  Individual Grants (1)
   
Name

  Number of Securities Underlying Options/SARs Granted(#) (2)
  % of Total Options/SARs Granted To Employees in Fiscal Year
  Exercise or Base Price($/Sh)
  Expiration
Date

  Grant Date Present Value ($) (3)
Terry Considine   615,044   37.9 % $ 36.35   2/3/2013   $ 1,389,999
Peter K. Kompaniez   180,310   11.1     36.35   2/3/2013     407,501
Paul J. McAuliffe   150,442   9.3     36.35   2/3/2013     339,999
David Robertson   161,505   9.9     36.35   2/3/2013     365,001
Lance J. Graber   207,965   12.8     36.35   2/3/2013     470,001

(1)
Under the terms of the Apartment Investment and Management Company 1997 Stock Award and Incentive Plan (the "1997 Stock Plan"), the plan administrator retains discretion, subject to certain restrictions, to modify the terms of outstanding options. The exercise price of incentive options granted under the 1997 Stock Plan equal the fair market value of a share of AIMCO Class A Common Stock on the date of grant. The exercise price of non-qualified options issued under the 1997 Stock Plan generally equals the fair market value of a share of AIMCO's Class A Common Stock on the date of grant.

(2)
For 150,442 options and 139,381 options for Messrs. Considine and Kompaniez, respectively and for 84,071 options for each of Messrs. McAuliffe, Robertson and Graber, vesting is on the first (34%), second (33%) and third (33%) anniversaries of the grant date of February 3, 2003. For 464,602 options, 40,929 options, 66,372 options, 77,434 options and 123,894 options for Messrs. Considine, Kompaniez, McAuliffe, Robertson and Graber, respectively, vesting is on the second (40%), third (20%), fourth (20%) and fifth (20%) anniversaries of the grant date of February 3, 2003.

(3)
The estimated present value at grant date of option grants in 2003 has been calculated using the Black-Scholes option pricing model based on the following assumptions: an estimated time until exercise of 5 years, a volatility of 19.5%, a risk-free interest rate of 3.52% and a dividend yield of 9.0%. The real value of these options depends on the actual performance of AIMCO's Class A Common Stock during the applicable period and upon when options are exercised. No gain to the optionee is possible without an increase in the share price, which would benefit all shareholders as well.

48



AGGREGATED OPTION/SAR EXERCISES IN LAST FISCAL YEAR AND
FISCAL YEAR-END OPTION/SAR VALUES

        Information on option exercises during 2002 by the Named Executive Officers, and the value of unexercised options held by Named Executive Officers at December 31, 2002 is set forth in the following table.

 
   
   
  Number of Securities
Underlying Unexercised
Options/SARs at
FY-End(#) (1)

   
   
 
   
   
  Value of Unexercised
In-the-Money Options/SARs
at FY-End($) (2)

Name

  Shares Acquired
on Exercise(#)

  Value
Realized($)

  Exercisable
  Unexercisable
  Exercisable
  Unexercisable
Terry Considine   None   None   2,270,000   2,662,308   $ 309,960   $ 116,340
Peter K. Kompaniez   None   None   565,000   1,017,432     91,560     46,515
Paul J. McAuliffe   None   None   120,000   477,760     57,600     38,400
David Robertson   None   None   None   361,505     None     None
Lance J. Graber   None   None   114,000   283,965     None     None

(1)
Includes: 615,044 shares, 180,310 shares, 150,442 shares, 161,505 shares and 207,965 shares subject to options granted to Messrs. Considine, Kompaniez, McAuliffe, Robertson and Graber, respectively, in February 2003.

(2)
Market value of underlying securities at fiscal year-end, less the exercise price. Market value is determined based on the closing price of AIMCO's Class A Common Stock on the New York Stock Exchange on December 31, 2002 of $37.48 per share.


EMPLOYMENT ARRANGEMENTS

        Each of Messrs. Considine and Kompaniez receive annual cash compensation pursuant to employment contracts with the Company. The initial two-year term of each of these contracts expired in July 1996 but the contracts are automatically renewed for successive one-year terms unless the officer is terminated by the Company. The base salary payable under the employment contracts is subject to annual review and adjustment by the Compensation and Human Resources Committee of the Board of Directors of AIMCO. The base annual salaries of Messrs. Considine and Kompaniez were $200,000 each for 2002. Each of Messrs. Considine and Kompaniez are also eligible for a bonus set by the Compensation and Human Resources Committee. See "Compensation and Human Resources Committee Report to Stockholders."

        The employment contracts provide that upon a change in control of AIMCO or a termination of employment under certain circumstances, the employee will be entitled to a payment equal to three times the average annual salary for the previous three years. The contracts provide that during the term of the contract and for one year thereafter in no event will the employees engage in the acquisition, development, operation or management of other multifamily rental apartment properties outside of AIMCO. In addition, the contracts provide that the employees will not engage in any active or passive investment in property relating to multifamily rental apartment properties, with the exception of the ownership of up to 1% of the securities of any publicly-traded company involved in those activities.

        Effective in January 2002, AIMCO entered into certain non-competition and non-solicitation agreements with a number of employees, including Messrs. Considine, Kompaniez, McAuliffe, Robertson and Graber. Pursuant to the agreements, in consideration for payment of certain bonus and restricted stock, each of these executives agreed that during the term of his employment with AIMCO and for a period of two (2) years following the termination of his employment, except in circumstances where there was a change in control of AIMCO, he could not (i) be employed by a competitor of AIMCO named on a schedule to the agreement, (ii) solicit other AIMCO employees to leave AIMCO's employ or (iii) solicit customers of AIMCO to terminate their relationship with AIMCO. The agreements further required that the executives protect AIMCO's trade secrets and confidential information.

        The agreements provide that in order to enforce the above-noted non-competition condition following the executive's termination of employment by AIMCO without cause, each of Messrs. Considine, Kompaniez, McAuliffe, Robertson and Graber will receive, for a period not to exceed the earlier of twenty-four (24) months following such termination or the date of acceptance of employment with a non-competitor, (i) severance pay in an amount, if any, to be determined by AIMCO in its sole discretion, and (ii) following payment of such

49


severance, a monthly payment equal to two-thirds (2/3) of such executive's monthly base salary at the time of termination.

        For purposes of these agreements, "cause" is defined to mean, among other things, the executive's (i) breach of the agreement, (ii) failure to perform required employment services, (iii) misappropriation of AIMCO's funds or property, (iv) indictment, conviction, plea of guilty or plea of no contest to a crime involving fraud or moral turpitude, or (v) negligence, fraud, breach of fiduciary duty, misconduct or violation of law.


ITEM 12. Security Ownership of Certain Beneficial Owners and Management and Related Stockholder Matters

        The following table sets forth certain information available to the Company, as of March 1, 2003, with respect to OP Units of the Company held by (i) each director of the General Partner and the five most highly compensated executive officers of the General Partner who were serving as of December 31, 2001; (ii) all directors and executive officers as a group; and (iii) those persons known to the Company to be the beneficial owners (as determined under the rules of the Securities and Exchange Commission) of more than 5% of such OP Units. Unless otherwise indicated, each person has sole voting and investment power with respect to the securities beneficially owned by that person. The business address of each of the following directors and executive officers is 4582 South Ulster Street Parkway, Suite 1100, Denver, Colorado 80237, unless otherwise specified.

Name and Address of Beneficial Owner

  Number of
OP Units

  Percentage
Ownership of the
Partnership (1)

 
Directors & Executive Officers of the General Partner:          
  Terry Considine   2,430,173   (2) 2.3 %
  Peter K. Kompaniez   354,410   (3) *  
  Paul J. McAuliffe   6,358   (4) *  
  David Robertson   None   *  
  Lance J. Graber   None   *  
All directors and executive officers as a group (17 persons)   2,930,770   (5) 2.8 %

5% or Greater Holders:

 

 

 

 

 
AIMCO-LP, Inc.   93,804,538   (6) 89.0 %

*
Less than 1.0%

(1)
Represents the number of OP Units and Class I High Performance Partnership Units ("Class I Units") beneficially owned, divided by the total number of OP Units and Class I Units outstanding.

(2)
Includes 840,801 common OP Units and 1,589,372 Class I Units that represent 8.7% of OP Units outstanding and 66.8% of Class I Units outstanding, respectively. The 840,801 common OP Units include 179,735 common OP Units held by an entity in which Mr. Considine has sole voting and investment power, 2,300 common OP Units held by Titahotwo, RLLLP ("Titahotwo"), a Registered Limited Liability Limited Partnership in which Mr. Considine's brother is the trustee for the sole general partner and for which Mr. Considine disclaims beneficial ownership, and 157,698 common OP Units held by Mr. Considine's spouse, Elizabeth Considine, for which Mr. Considine disclaims beneficial ownership. All Class I Units are held by Titahotwo.

(3)
Includes 317,875 Class I Units that represent 0.4% of OP Units outstanding and 13.4% of Class I Units outstanding, respectively. The Class I Units include 158,938 units held by two trusts established by Mr. Kompaniez for his children for which he serves as trustee and disclaims beneficial ownership. Also includes 36,535 common OP Units, 23,625 of which are held indirectly by a corporation in which Mr. Kompaniez has a 75% interest, and the 7,870 common OP Units attributable to the 25% stockholder unaffiliated with Mr. Kompaniez are excluded pursuant to a contractual arrangement that prohibits Mr. Kompaniez from exercising voting or dispositive power over the 7,870 common OP Units. Mr. Kompaniez has no pecuniary interest in nor beneficial ownership of these 7,870 common OP Units.

(4)
Represents Class I Units, which constitute less than 1% of all Class I Units outstanding.

(5)
Includes 877,616.50 common OP Units and 2,053,154 Class I Units, which represent less than 1% of OP Units outstanding and 86.3% of Class I Units outstanding, respectively.

(6)
Represents OP Units.

50



ITEM 13. Certain Relationships and Related Transactions

        From time to time, we have entered into various transactions with certain of our executive officers and directors. We attempt to price such transactions based on fair market value, and believes that the transactions are on terms that are as favorable to us as could be achieved with unrelated third parties.

        In 2002, we sold to a limited liability company owned by members of senior management and other employees of the Company (approximately 45% by a Considine family partnership, approximately 11% by Mr. Kompaniez and approximately 44% by other employees) an aggregate of 4,398 Class V High Performance Partnership Units, or Class V Units, for approximately $938,000. The sale was approved by AIMCO's stockholders at its 2002 Annual Stockholders' Meeting.

        Based upon the total return of AIMCO's Class A Common Stock during 2001 and 2002, compared to the Morgan Stanley REIT Index, and a 23.2% minimum return, the Class III Units were valued at $0 as of January 1, 2003 and the allocable investment made by the holders of $1,792,764 was lost.

        Based upon the total return of AIMCO's Class A Common Stock during 2001 and 2002, compared to the Morgan Stanley REIT Index, and a 23.2% minimum return, the Class IV Units were valued at $0 for the period of January 1, 2001 through December 31, 2002, however, the full measurement period ends on December 31, 2003.

        Based on the total return of AIMCO's Class A Common Stock during 2002, compared to the Morgan Stanley REIT Index, and a 11% minimum return, the Class V Units were valued at $0 for the period of January 1, 2002 through December 31, 2002, however, the full measurement period ends on December 31, 2004.

        We are currently proposing if approved by AIMCO's stockholders at its 2003 Annual Stockholders' Meeting to issue up to 5,000 Class VI High Performance Partnership Units to a limited liability company that we expect will be owned by members of senior management and other employees of the Company (approximately 40% by a Considine family partnership, approximately 10% by Mr. Kompaniez, and approximately 50% by other employees) for $958,000.


STOCK PURCHASE LOANS

        From time to time, prior to the effectiveness of the Sarbanes-Oxley Act of 2002 in July 2002, AIMCO made loans to its executive officers to finance their purchase of shares of AIMCO Class A Common Stock from AIMCO. In February 2002, AIMCO sold to Mr. Robertson 68,603 shares of AIMCO Class A Common Stock for a purchase price of $3,000,009. The purchase price was equal to the closing price of AIMCO's Class A Common Stock on the New York Stock Exchange on the date of sale. In payment for such shares, Mr. Robertson executed a promissory note payable to AIMCO bearing interest at 6.75% per annum, payable quarterly, and due in 2012. In order to comply with the Sarbanes-Oxley Act of 2002, AIMCO no longer provides loans to executive officers and will not make any material modification to any existing loans to executive officers. The following table sets forth certain information with respect to stock purchase loans to executive officers.

Name

  Interest Rate
  Highest Amount Owed During 2002
  Amount Repaid Since Inception (thru 3/01/03)
  March 1, 2003 Balance
Terry Considine   7.25 % $ 15,797,963   $ 20,768,504   $ 15,067,486
Peter K. Kompaniez   7.25     1,944,584     11,936,265     -0-
Harry G. Alcock   7.00     761,845     651,853     642,153
Miles Cortez   7.25     3,000,045     70,495     2,929,550
Joseph DeTuno   7.00     398,029     323,572     176,421
Patti K. Fielding   7.25     597,296     81,621     538,379
Patrick J. Foye   6.25     2,613,702     589,535     2,410,489
Lance J. Graber   7.00     1,925,000     126,423     1,798,577
Paul J. McAuliffe   7.00     2,021,576     591,116     1,808,889
Ronald D. Monson   7.25     1,077,280     418,069     788,143
Thomas C. Novosel   7.25     -0-     1,330,000     -0-
James G. Purvis   n/a     n/a     n/a     n/a
David Robertson   6.75     3,000,009     98,515     2,901,494
       
 
 
        $ 33,137,329   $ 36,985,968   $ 29,061,581
       
 
 

51



LOANS RELATED TO HIGH PERFORMANCE UNITS

        From time to time, prior to the effectiveness of the Sarbanes-Oxley Act of 2002 in July 2002, we made loans to certain of our executive officers and employees to finance their investment in High Performance Units through a limited liability company owned by a limited number of our employees. Each loan is a full recourse loan repayable pursuant to an installment payment or a payroll deduction plan. No such loans have been made to Messrs. Considine or Kompaniez. The following table sets forth certain information with respect to these loans. The employees named below are the Named Executive Officers. Other executive officers and non-executive officers who received loans are grouped in the "other employees" category. In order to comply with the Sarbanes-Oxley Act of 2002, we no longer provide loans to executive officers and will not make any material modification to any existing loans to executive officers. The following table sets forth certain information with respect to loans to executive officers.

Name

  Interest Rate
  Highest Amount Owed During 2002
  Amount Loaned For Class V Units
  Amount Repaid Since Inception (thru 3/01/03)
  March 1, 2003 Balance
Terry Considine   n/a     n/a     n/a     n/a     n/a
Peter K. Kompaniez   n/a     n/a     n/a     n/a     n/a
Lance J. Graber   7.00 % $ 71,711     n/a       $ 71,711
Paul J. McAuliffe   7.00     484,252   $ 74,620   $ 107,323     376,929
David Robertson   7.00     21,320     21,320     3,462     17,858
Other Employees as a group (50 persons)   7.00     1,443,991     230,488     285,212     1,158,780
       
 
 
 
        $ 2,021,274   $ 326,428   $ 395,997   $ 1,625,278
       
 
 
 


ITEM 14. Controls and Procedures

        Our principal executive officer and principal financial officer have within 90 days of the filing date of this annual report, evaluated the effectiveness of our disclosure controls and procedures (as defined in Rules 13a-14(c) and 15d-14(c) under the Securities Exchange Act of 1934, as amended) and have determined that such disclosure controls and procedures are adequate. There have been no significant changes in our internal controls or in other factors that could significantly affect our internal controls since the date of evaluation. We do not believe any significant deficiencies or material weaknesses exist in our internal controls. Accordingly, no corrective actions have been taken.

52



ITEM 15. Exhibits, Financial Statement Schedule, and Reports on Form 8-K

  (a)(1)   The financial statements listed in the Index to Financial Statements on Page F-1 of this report are filed as part of this report and incorporated herein by reference.

 

(a)(2)

 

The financial statement schedule listed in the Index to Financial Statements on Page F-1 of this report is filed as part of this report and incorporated herein by reference.

 

(a)(3)

 

The Exhibit Index is included on page 53 of this report and incorporated herein by reference.

 

(b)

 

Reports on Form 8-K for the quarter ended December 31, 2002:

 

 

 

None.


INDEX TO EXHIBITS (1)

EXHIBIT NO.
  DESCRIPTION
2.1   Acquisition Agreement, dated as of June 28, 2000, by and among Apartment Investment and Management Company, AIMCO Properties, L.P., NHP Management Company and AIMCO/NHP Properties, Inc., as Buyers, and Leo E. Zickler, Francis P. Lavin, Robert B. Downing, Mark E. Schifrin, Marc B. Abrams, and Richard R. Singleton, as Sellers (Exhibit 2.1 to AIMCO's Quarterly Report on Form 10-Q for the quarterly period ended June 30, 2000, is incorporated herein by this reference)

2.2

 

Agreement and Plan of Merger, dated as of November 29, 2000, by and among Apartment Investment and Management Company, AIMCO Properties, L.P., AIMCO/OTEF, LLC and Oxford Tax Exempt Fund II Limited Partnership (Annex A to AIMCO's Registration Statement on Form S-4 filed December 1, 2000, is incorporated herein by this reference)

2.3

 

Agreement and Plan of Merger, dated as of December 3, 2001, by and among Apartment Investment and Management Company, Casden Properties, Inc. and XYZ Holdings LLC (Exhibit 2.1 to AIMCO's Current Report on Form 8-K, filed December 6, 2001, is incorporated herein by this reference)

10.1

 

Third Amended and Restated Agreement of Limited Partnership of AIMCO Properties, L.P., dated as of July 29, 1994 as amended and restated as of October 1, 1998 (Exhibit 10.8 to AIMCO's Quarterly Report on Form 10-Q for the quarterly period ended September 30, 1998, is incorporated herein by this reference)

10.2

 

First Amendment to the Third Amended and Restated Agreement of Limited Partnership of AIMCO Properties, L.P., dated as of November 6, 1998 (Exhibit 10.9 to AIMCO's Quarterly Report on Form 10-Q for the quarterly period ended September 30, 1998, is incorporated herein by this reference)

10.3

 

Second Amendment to the Third Amended and Restated Agreement of Limited Partnership of AIMCO Properties, L.P., dated as of December 30, 1998 (Exhibit 10.1 to Amendment No. 1 to AIMCO's Current Report on Form 8-K/A, filed February 11, 1999, is incorporated herein by this reference)

10.4

 

Third Amendment to Third Amended and Restated Agreement of Limited Partnership of AIMCO Properties, L.P., dated as of February 18, 1999 (Exhibit 10.12 to AIMCO's Annual Report on Form 10-K for the year ended December 31 1998, is incorporated herein by this reference)

10.5

 

Fourth Amendment to the Third Amended and Restated Agreement of Limited Partnership of AIMCO Properties, L.P., dated as of March 25, 1999 (Exhibit 10.2 to AIMCO's Quarterly Report on Form 10-Q for the quarterly period ended March 31, 1999, is incorporated herein by this reference)

10.6

 

Fifth Amendment to the Third Amended and Restated Agreement of Limited Partnership of AIMCO Properties, L.P., dated as of March 26, 1999 (Exhibit 10.3 to AIMCO's Quarterly Report on Form 10-Q for the quarterly period ended March 31, 1999, is incorporated herein by this reference)

53


EXHIBIT NO.
  DESCRIPTION

10.7

 

Sixth Amendment to the Third Amended and Restated Agreement of Limited Partnership of AIMCO Properties, L.P., dated as of March 26, 1999 (Exhibit 10.1 to AIMCO's Quarterly Report on Form 10-Q for the quarterly period ended June 30, 1999, is incorporated herein by this reference)

10.8

 

Seventh Amendment to the Third Amended and Restated Agreement of Limited Partnership of AIMCO Properties, L.P., dated as of September 27, 1999 (Exhibit 10.1 to AIMCO's Quarterly Report on Form 10-Q for the quarterly period ended September 30, 1999, is incorporated herein by this reference)

10.9

 

Eighth Amendment to the Third Amended and Restated Agreement of Limited Partnership of AIMCO Properties, L.P., dated as of December 14, 1999 (Exhibit 10.9 to AIMCO's Annual Report on Form 10-K for the year ended December 31, 1999, is incorporated herein by reference)

10.10

 

Ninth Amendment to the Third Amended and Restated Agreement of Limited Partnership of AIMCO Properties, L.P., dated as of December 21, 1999 (Exhibit 10.10 to AIMCO's Annual Report on Form 10-K for the year ended December 31, 1999, is incorporated hereby by reference)

10.11

 

Tenth Amendment to the Third Amended and Restated Agreement of Limited Partnership of AIMCO Properties, L.P., dated as of December 21, 1999 (Exhibit 10.11 to AIMCO's Annual Report on Form 10-K for the year ended December 31, 1999, is incorporated herein by reference)

10.12

 

Eleventh Amendment to the Third Amended and Restated Agreement of Limited Partnership of AIMCO Properties, L.P., dated as of January 13, 2000 (Exhibit 10.12 to AIMCO's Annual Report on Form 10-K for the year ended December 31, 1999, is incorporated herein by reference)

10.13

 

Twelfth Amendment to the Third Amended and Restated Agreement of Limited Partnership of AIMCO Properties, L.P., dated as of April 19, 2000 (Exhibit 10.2 to AIMCO's Quarterly Report on Form 10-Q for the quarterly period ended March 31, 2000, is incorporated herein by this reference)

10.14

 

Thirteenth Amendment to the Third and Amended and Restated Agreement of Limited Partnership of AIMCO Properties, L.P., dated as of August 7, 2000 (Exhibit 10.1 to the Quarterly Report on Form 10-Q of AIMCO Properties, L.P. for the quarterly period ended June 30, 2000, is incorporated herein by this reference)

10.15

 

Fourteenth Amendment to the Third Amended and Restated Agreement of Limited Partnership of AIMCO Properties, L.P., dated as of September 12, 2000 (Exhibit 10.1 to the Quarterly Report on Form 10-Q of AIMCO Properties, L.P. for the quarterly period ended September 30, 2000, is incorporated herein by this reference)

10.16

 

Fifteenth Amendment to the Third Amended and Restated Agreement of Limited Partnership of AIMCO Properties, L.P., dated as of September 15, 2000 (Exhibit 10.2 to the Quarterly Report on Form 10-Q of AIMCO Properties, L.P. for the quarterly period ended September 30, 2000, is incorporated herein by this reference)

10.17

 

Sixteenth Amendment to the Third Amended and Restated Agreement of Limited Partnership of AIMCO Properties, L.P., dated as of September 15, 2000 (Exhibit 10.3 to the Quarterly Report on Form 10-Q of AIMCO Properties, L.P. for the quarterly period ended September 30, 2000, is incorporated herein by this reference)

10.18

 

Seventeenth Amendment to the Third Amended and Restated Agreement of Limited Partnership of AIMCO Properties, L.P., dated as of November 10, 2000 (Exhibit 10.4 to the Quarterly Report on Form 10-Q of AIMCO Properties, L.P. for the quarterly period ended September 30, 2000, is incorporated herein by this reference)

10.19

 

Eighteenth Amendment to the Third Amended and Restated Agreement of Limited Partnership of AIMCO Properties, L.P., dated as of November 16, 2000 (Exhibit 10.19 to AIMCO's Annual Report on Form 10-K/A for the fiscal year 2000, is incorporated herein by this reference)

10.20

 

Nineteenth Amendment to the Third Amended and Restated Agreement of Limited Partnership of AIMCO Properties, L.P., dated as of February 28, 2001 (Exhibit 10.20 to AIMCO's Annual Report on Form 10-K/A for the fiscal year 2000, is incorporated herein by this reference)

54


EXHIBIT NO.
  DESCRIPTION

10.21

 

Twentieth Amendment to the Third Amended and Restated Agreement of Limited Partnership of AIMCO Properties, L.P., dated as of March 19, 2001 (Exhibit 10.21 to AIMCO's Annual Report on Form 10-K/A for the fiscal year 2000, is incorporated herein by this reference)

10.22

 

Twenty-first Amendment to the Third Amended and Restated Agreement of Limited Partnership of AIMCO Properties, L.P., dated as of May 10, 2001 (Exhibit 10.1 to the Quarterly Report on Form 10-Q of AIMCO Properties, L.P. for the quarterly period ended June 30, 2001, is incorporated herein by this reference)

10.23

 

Twenty-second Amendment to the Third Amended and Restated Agreement of Limited Partnership of AIMCO Properties, L.P., dated as of June 20, 2001 (Exhibit 10.2 to the Quarterly Report on Form 10-Q of AIMCO Properties, L.P. for the quarterly period ended June 30, 2001, is incorporated herein by this reference)

10.24

 

Twenty-third Amendment to the Third Amended and Restated Agreement of Limited Partnership of AIMCO Properties, L.P., dated as of July 20, 2001 (Exhibit 10.3 to the Quarterly Report on Form 10-Q of AIMCO Properties, L.P. for the quarterly period ended June 30, 2001, is incorporated herein by this reference)

10.25

 

Twenty-fourth Amendment to the Third Amended and Restated Agreement of Limited Partnership of AIMCO Properties, L.P., dated as of August 1, 2001 (Exhibit 10.4 to the Quarterly Report on Form 10-Q of AIMCO Properties, L.P. for the quarterly period ended June 30, 2001, is incorporated herein by this reference)

10.26

 

Twenty-fifth Amendment to the Third Amended and Restated Agreement of Limited Partnership of AIMCO Properties, L.P., dated as of July 2, 2001 (Exhibit 10.5 to the Quarterly Report on Form 10-Q of AIMCO Properties, L.P. for the quarterly period ended June 30, 2001, is incorporated herein by this reference)

10.27

 

Twenty-sixth Amendment to the Third Amended and Restated Agreement of Limited Partnership of AIMCO Properties, L.P., dated as of July 2, 2001 (Exhibit 10.6 to the Quarterly Report on Form 10-Q of AIMCO Properties, L.P. for the quarterly period ended June 30, 2001, is incorporated herein by this reference)

10.28

 

Twenty-seventh Amendment to the Third Amended and Restated Agreement of Limited Partnership of AIMCO Properties, L.P., dated as of July 2, 2001 (Exhibit 10.7 to the Quarterly Report on Form 10-Q of AIMCO Properties, L.P. for the quarterly period ended June 30, 2001, is incorporated herein by this reference)

10.29

 

Twenty-eighth Amendment to the Third Amended and Restated Agreement of Limited Partnership of AIMCO Properties, L.P., dated as of March 25, 2002 (Exhibit 10.1 to the Quarterly Report on Form 10-Q of AIMCO Properties, L.P. for the quarterly period ended March 31, 2002, is incorporated herein by this reference)

10.30

 

Twenty-ninth Amendment to the Third Amended and Restated Agreement of Limited Partnership of AIMCO Properties, L.P., dated as of March 11, 2002 (Exhibit 10.2 to the Quarterly Report on Form 10-Q of AIMCO Properties, L.P. for the quarterly period ended March 31, 2002, is incorporated herein by this reference)

10.31

 

Thirtieth Amendment to the Third Amended and Restated Agreement of Limited Partnership of AIMCO Properties, L.P., dated as of April 1, 2002 (Exhibit 10.3 to the Quarterly Report on Form 10-Q of AIMCO Properties, L.P. for the quarterly period ended March 31, 2002, is incorporated herein by this reference)

10.32

 

Thirty-first Amendment to the Third Amended and Restated Agreement of Limited Partnership of AIMCO Properties, L.P., dated as of April 10, 2002 (Exhibit 10.4 to the Quarterly Report on Form 10-Q of AIMCO Properties, L.P. for the quarterly period ended March 31, 2002, is incorporated herein by this reference)

10.33

 

Thirty-second Amendment to the Third Amended and Restated Agreement of Limited Partnership of AIMCO Properties, L.P., dated as of May 14, 2002 (Exhibit 10.1 to AIMCO's Quarterly Report on Form 10-Q for the quarterly period ended June 30, 2002, is incorporated herein by this reference)

55


EXHIBIT NO.
  DESCRIPTION

10.34

 

Thirty-third Amendment to the Third Amended and Restated Agreement of Limited Partnership of AIMCO Properties, L.P., dated as of November 27, 2002 (Exhibit 10.34 to AIMCO's Annual Report on Form 10-K for the year ended December 31, 2002, is incorporated herein by this reference)

10.35

 

Fourth Amended and Restated Credit Agreement ("BofA Credit Agreement") among Apartment Investment and Management Company, AIMCO Properties, L.P., AIMCO/Bethesda Holdings, Inc., NHP Management Company, Bank of America, N.A., Fleet National Bank, First Union National Bank, and the other financial institutions party thereto, dated as of March 11, 2002 (Exhibit 10.29 to AIMCO's Annual Report on Form 10-K for the year ended December 31, 2001, is incorporated herein by this reference)

10.35.1

 

Second Amendment to Fourth Amended and Restated Credit Agreement, dated as of August 2, 2002, by and among Apartment Investment and Management Company, AIMCO Properties, L.P., AIMCO/Bethesda Holdings, Inc., NHP Management Company, Bank of America, N.A. and the Lenders listed therein (Exhibit 10.2 to AIMCO's Quarterly Report on Form 10-Q for the quarterly period ended June 30, 2002 is incorporated herein by this reference)

10.35.2

 

Fifth Amended and Restated Credit Agreement, dated as of February 14, 2003, by and among Apartment Investment and Management Company, AIMCO Properties, L.P., AIMCO/Bethesda Holdings, Inc., NHP Management Company, Bank of America, N.A. and the Lenders listed therein (Exhibit 10.35.2 to AIMCO's Annual Report on Form 10-K for the year ended December 31, 2002, is incorporated herein by this reference)

10.36

 

Payment Guaranty (Revolver Guarantors), dated as of March 11, 2002, by the guarantor signors thereto in favor of Bank of America, N.A. and the lenders party to the BofA Credit Agreement (Exhibit 10.30 to AIMCO's Annual Report on Form 10-K for the year ended December 31, 2001, is incorporated herein by this reference)

10.37

 

Payment Guaranty (Casden Guarantors), dated as of March 11, 2002, by the guarantor signors thereto in favor of Bank of America, N.A. and the lenders party to the BofA Credit Agreement (Exhibit 10.31 to AIMCO's Annual Report on Form 10-K for the year ended December 31, 2001, is incorporated herein by this reference)

10.38

 

Interim Credit Agreement ("Lehman Credit Agreement") among Apartment Investment and Management Company, AIMCO Properties, L.P., NHP Management Company, Lehman Commercial Paper, Inc., and the other financial institutions party thereto, dated as of March 11, 2002 (Exhibit 10.32 to AIMCO's Annual Report on Form 10-K for the year ended December 31, 2001, is incorporated herein by this reference)

10.38.1

 

Second Amendment, dated as of August 2, 2002, to the Interim Credit Agreement, dated as of March 11, 2002, by and among AIMCO Properties, L.P., NHP Management Company, Apartment Investment and Management Company, Lehman Commercial Paper Inc., Lehman Brothers Inc., and each lender from time to time party thereto (Exhibit 10.3 to AIMCO's Quarterly Report on Form 10-Q for the quarterly period ended June 30, 2002 is incorporated herein by this reference)

10.38.2

 

Third Amendment, dated as of February 14, 2003 to the Interim Credit Agreement, dated as of March 11, 2002, by and among AIMCO Properties, L.P., NHP Management Company, Apartment Investment and Management Company, Lehman Commercial Paper Inc., Lehman Brothers Inc., and each lender from time to time party thereto (Exhibit 10.38.2 to AIMCO's Annual Report on Form 10-K for the year ended December 31, 2002, is incorporated herein by this reference)

10.39

 

Payment Guaranty (Casden Guarantors), dated as of March 11, 2002, by the guarantor signors thereto in favor of Lehman Commercial Paper, Inc. and the lenders party to the Lehman Credit Agreement (Exhibit 10.33 to AIMCO's Annual Report on Form 10-K for the year ended December 31, 2001, is incorporated herein by this reference)

10.40

 

Payment Guaranty (Non-Casden Guarantors), dated as of March 11, 2002, by the guarantor signors thereto in favor of Lehman Commercial Paper, Inc. and the lenders party to the Lehman Credit Agreement (Exhibit 10.34 to AIMCO's Annual Report on Form 10-K for the year ended December 31, 2001, is incorporated herein by this reference)

56


EXHIBIT NO.
  DESCRIPTION

10.41

 

Consent and Voting Agreement, dated December 3, 2001, by and among Apartment Investment and Management Company, certain stockholders of Casden Properties, Inc., and Casden Park, La Brea, Inc., set forth on the signature pages thereto (Exhibit 2.2 to AIMCO's Current Report on Form 8-K, filed December 6, 2001, is incorporated herein by this reference)

10.42

 

Master Indemnification Agreement, dated December 3, 2001, by and among Apartment Investment and Management Company, AIMCO Properties, L.P., XYZ Holdings LLC, and the other parties signatory thereto (Exhibit 2.3 to AIMCO's Current Report on Form 8-K, filed December 6, 2001, is incorporated herein by this reference)

10.43

 

Tax Indemnification and Contest Agreement, dated December 3, 2001, by and among Apartment Investment and Management Company, National Partnership Investments, Corp., and XYZ Holdings LLC and the other parties signatory thereto (Exhibit 2.4 to AIMCO's Current Report on Form 8-K, filed December 6, 2001, is incorporated herein by this reference)

10.44

 

Purchase Agreement, dated March 21, 2002, by and among Cohen & Steers Quality Income Realty Fund, Inc., Cohen & Steers Equity Income Fund, Inc. and Apartment Investment and Management Company (Exhibit 1.1 to AIMCO's Current Report on Form 8-K, dated March 25, 2002, is incorporated herein by this reference)

10.45

 

Placement Agency Agreement, dated March 21, 2002, by and among Apartment Investment and Management Company, AIMCO Properties, L.P., Merrill Lynch & Co., and Merrill Lynch, Pierce, Fenner & Smith Incorporated (Exhibit 1.2 to AIMCO's Current Report on Form 8-K, dated March 25, 2002, is incorporated herein by this reference)

10.46

 

Employment Contract, executed on July 29, 1994, by and between AIMCO Properties, L.P., and Peter Kompaniez (Exhibit 10.44A to AIMCO's Annual Report on Form 10-K for the year ended December 31, 1994, is incorporated herein by this reference)*

10.47

 

Employment Contract executed on July 29, 1994 by and between AIMCO Properties, L.P. and Terry Considine (Exhibit 10.44C to AIMCO's Annual Report on Form 10-K for the year ended December 31, 1994, is incorporated herein by this reference)*

10.48

 

Apartment Investment and Management Company 1998 Incentive Compensation Plan (Annex B to AIMCO's Proxy Statement for Annual Meeting of Stockholders to be held on May 8, 1998, is incorporated herein by this reference)*

10.49

 

Apartment Investment and Management Company 1997 Stock Award and Incentive Plan (October 1999) (Exhibit 10.26 to AIMCO's Annual Report on Form 10-K for the year ended December 31, 1999, is incorporated herein by this reference) *

10.50

 

Form of Restricted Stock Agreement (1997 Stock Award and Incentive Plan) (Exhibit 10.11 to AIMCO's Quarterly Report on Form 10-Q for the quarterly period ended September 30, 1997, is incorporated herein by this reference)*

10.51

 

Form of Incentive Stock Option Agreement (1997 Stock Award and Incentive Plan) (Exhibit 10.42 to AIMCO's Annual Report on Form 10-K for the year ended December 31, 1998, is incorporated herein by this reference)*

10.52

 

Apartment Investment and Management Company Non-Qualified Employee Stock Option Plan, adopted August 29, 1996 (Exhibit 10.8 to AIMCO's Quarterly Report on Form 10-Q for the quarterly period ended September 30, 1996, is incorporated herein by this reference)*

10.53

 

Amended and Restated Apartment Investment and Management Company Non-Qualified Employee Stock Option Plan (Annex B to AIMCO's Proxy Statement for the Annual Meeting of Stockholders to be held on April 24, 1997, is incorporated herein by this reference)*

10.54

 

The 1994 Stock Incentive Plan for Officers, Directors and Key Employees of Ambassador Apartments, Inc., Ambassador Apartments, L.P., and Subsidiaries (Exhibit 10.40 to Annual Report on Form 10-K of Ambassador Apartments, Inc. for the year ended December 31, 1997, is incorporated herein by this reference)*

57


EXHIBIT NO.
  DESCRIPTION

10.55

 

Amendment to the 1994 Stock Incentive Plan for Officers, Directors and Key Employees of Ambassador Apartments, Inc., Ambassador Apartments, L.P. and Subsidiaries (Exhibit 10.41 to Ambassador Apartments, Inc. Annual Report on Form 10-K for the year ended December 31, 1997, is incorporated herein by this reference)*

10.56

 

The 1996 Stock Incentive Plan for Officers, Directors and Key Employees of Ambassador Apartments, Inc., Ambassador Apartments, L.P., and Subsidiaries, as amended March 20, 1997 (Exhibit 10.42 to Ambassador Apartments, Inc. Annual Report on Form 10-K for the year ended December 31, 1997, is incorporated herein by this reference)*

10.57

 

Insignia 1992 Stock Incentive Plan, as amended through March 28, 1994 and November 13, 1995 (Exhibit 10.1 to Insignia Financial Group, Inc. Annual Report on Form 10-K for the year ended December 31, 1997, is incorporated herein by this reference)*

10.58

 

NHP Incorporated 1990 Stock Option Plan (Exhibit 10.9 to NHP Incorporated Annual Report on Form 10-K for the year ended December 31, 1995, is incorporated herein by this reference)*

10.59

 

NHP Incorporated 1995 Incentive Stock Option Plan (Exhibit 10.10 to NHP Incorporated Annual Report on Form 10-K for the year ended December 31, 1995, is incorporated herein by this reference)*

10.60

 

Summary of Agreement for Sale of Stock to Executive Officers (Exhibit 10.104 to AIMCO's Annual Report on Form 10-K for the year ended December 31, 1996, is incorporated herein by this reference)*

21.1

 

List of Subsidiaries

23.1

 

Consent of Ernst & Young LLP

99.1

 

Agreement re: disclosure of long-term debt instruments

99.2

 

Certification Pursuant to 18 U.S.C. Section 1350, as Adopted Pursuant to Section 906 of the Sarbanes-Oxley Act of 2002

99.3

 

Certification Pursuant to 18 U.S.C. Section 1350, as Adopted Pursuant to Section 906 of the Sarbanes-Oxley Act of 2002

(1)
Schedule and supplemental materials to the exhibits have been omitted but will be provided to the Securities and Exchange Commission upon request.

*
Management contract

58



SIGNATURES

        Pursuant to the requirements of Section 13 or 15(d) of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned, thereunto duly authorized, on the 25th day of March, 2003.

    AIMCO PROPERTIES, L.P.
    By: AIMCO-GP, Inc., its General Partner

 

 

/s/ TERRY CONSIDINE

Terry Considine
Chairman of the Board
and Chief Executive Officer

        Pursuant to the requirements of the Securities Exchange Act of 1934, this report has been signed below by the following persons on behalf of the registrant and in the capacities and on the date indicated.

Signature
  Title
  Date

 

 

 

 

 
/s/ TERRY CONSIDINE
Terry Considine
  Chairman of the Board and Chief Executive Officer   March 25, 2003

PETER K. KOMPANIEZ

Peter K. Kompaniez

 

Vice Chairman, President and Director

 

March 25, 2003

/s/ PAUL J. MCAULIFFE

Paul J. McAuliffe

 

Executive Vice President and
Chief Financial Officer

 

March 25, 2003

/s/ THOMAS C. NOVOSEL

Thomas C. Novosel

 

Senior Vice President and
Chief Accounting Officer

 

March 25, 2003

59


CHIEF EXECUTIVE OFFICER CERTIFICATION

I, Terry Considine, certify that:

1.
I have reviewed this annual report on Form 10-K of AIMCO Properties, L.P.;

2.
Based on my knowledge, this annual report does not contain any untrue statement of a material fact or omit to state a material fact necessary to make the statements made, in light of the circumstances under which such statements were made, not misleading with respect to the period covered by this annual report;

3.
Based on my knowledge, the financial statements, and other financial information included in this annual report, fairly present in all material respects the financial condition, results of operations and cash flows of the registrant as of, and for, the periods presented in this annual report;

4.
The registrant's other certifying officers and I are responsible for establishing and maintaining disclosure controls and procedures (as defined in Exchange Act Rules 13a-14 and 15d-14) for the registrant and have:

a)
Designed such disclosure controls and procedures to ensure that material information relating to the registrant, including its consolidated subsidiaries, is made known to us by others within those entities, particularly during the period in which this annual report is being prepared;

b)
Evaluated the effectiveness of the registrant's disclosure controls and procedures as of a date within 90 days prior to the filing date of this annual report (the "Evaluation Date"); and

c)
Presented in this annual report our conclusions about the effectiveness of the disclosure controls and procedures based on our evaluation as of the Evaluation Date;
5.
The registrant's other certifying officers and I have disclosed, based on our most recent evaluation, to the registrant's auditors and the audit committee of registrant's board of directors (or persons performing the equivalent functions):

a)
All significant deficiencies in the design or operation of internal controls which could adversely affect the registrant's ability to record, process, summarize and report financial data and have identified for the registrant's auditors any material weaknesses in internal controls; and

b)
Any fraud, whether or not material, that involves management or other employees who have a significant role in the registrant's internal controls; and
6.
The registrant's other certifying officers and I have indicated in this annual report whether there were significant changes in internal controls or in other factors that could significantly affect internal controls subsequent to the date of our most recent evaluation, including any corrective actions with regard to significant deficiencies and material weaknesses.

Date: March 25, 2003

    /s/  TERRY CONSIDINE      
Terry Considine
Chairman and Chief Executive Officer of AIMCO-GP, Inc.,
(equivalent of chief executive officer of AIMCO Properties, L.P.)

60



CHIEF FINANCIAL OFFICER CERTIFICATION

I, Paul J. McAuliffe, certify that:

1.
I have reviewed this annual report on Form 10-K of AIMCO Properties, L.P.;

2.
Based on my knowledge, this annual report does not contain any untrue statement of a material fact or omit to state a material fact necessary to make the statements made, in light of the circumstances under which such statements were made, not misleading with respect to the period covered by this annual report;

3.
Based on my knowledge, the financial statements, and other financial information included in this annual report, fairly present in all material respects the financial condition, results of operations and cash flows of the registrant as of, and for, the periods presented in this annual report;

4.
The registrant's other certifying officers and I are responsible for establishing and maintaining disclosure controls and procedures (as defined in Exchange Act Rules 13a-14 and 15d-14) for the registrant and have:

a)
Designed such disclosure controls and procedures to ensure that material information relating to the registrant, including its consolidated subsidiaries, is made known to us by others within those entities, particularly during the period in which this annual report is being prepared;

b)
Evaluated the effectiveness of the registrant's disclosure controls and procedures as of a date within 90 days prior to the filing date of this annual report (the "Evaluation Date"); and

c)
Presented in this annual report our conclusions about the effectiveness of the disclosure controls and procedures based on our evaluation as of the Evaluation Date;
5.
The registrant's other certifying officers and I have disclosed, based on our most recent evaluation, to the registrant's auditors and the audit committee of registrant's board of directors (or persons performing the equivalent functions):

a)
All significant deficiencies in the design or operation of internal controls which could adversely affect the registrant's ability to record, process, summarize and report financial data and have identified for the registrant's auditors any material weaknesses in internal controls; and

b)
Any fraud, whether or not material, that involves management or other employees who have a significant role in the registrant's internal controls; and
6.
The registrant's other certifying officers and I have indicated in this annual report whether there were significant changes in internal controls or in other factors that could significantly affect internal controls subsequent to the date of our most recent evaluation, including any corrective actions with regard to significant deficiencies and material weaknesses.

Date: March 25, 2003

    /s/  PAUL J. MCAULIFFE      
Paul J. McAuliffe
Executive Vice President and Chief Financial Officer of AIMCO-GP, Inc.
(equivalent of chief financial officer of AIMCO Properties, L.P.)

61



AIMCO PROPERTIES, L.P.

INDEX TO FINANCIAL STATEMENTS

 
  Page
Financial Statements:    
  Report of Independent Auditors   F-2
  Consolidated Balance Sheets as of December 31, 2002 and 2001   F-3
  Consolidated Statements of Income for the Years Ended December 31, 2002, 2001 and 2000   F-4
  Consolidated Statements of Partners' Capital for the Years Ended December 31, 2002, 2001 and 2000   F-5
  Consolidated Statements of Cash Flows for the Years Ended December 31, 2002, 2001 and 2000   F-6
  Notes to Consolidated Financial Statements   F-8

Financial Statement Schedule:

 

 
  Schedule III — Real Estate and Accumulated Depreciation   F-54
  All other schedules are omitted because they are not applicable or the required information is shown in the financial statements or notes thereto    

F-1



REPORT OF INDEPENDENT AUDITORS

The Partners
AIMCO Properties, L.P.

We have audited the accompanying consolidated balance sheets of AIMCO Properties, L.P. as of December 31, 2002 and 2001, and the related consolidated statements of income, partners' capital and cash flows for each of the three years in the period ended December 31, 2002. Our audits also included the financial statement schedule listed in the Index at Item 15(a)(2). These financial statements and schedule are the responsibility of the Partnership's management. Our responsibility is to express an opinion on these financial statements and schedule based on our audits.

We conducted our audits in accordance with auditing standards generally accepted in the 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. An audit includes examining, on a test basis, evidence supporting the amounts and disclosures in the financial statements. An audit also includes 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 consolidated financial statements referred to above present fairly, in all material respects, the consolidated financial position of AIMCO Properties, L.P. at December 31, 2002 and 2001, and the consolidated results of its operations and its cash flows for each of the three years in the period ended December 31, 2002, in conformity with accounting principles generally accepted in the United States. Also, in our opinion, the related financial statement schedule, when considered in relation to the basic financial statements taken as a whole, presents fairly, in all material respects the information set forth therein.

As discussed in Note 2 to the consolidated financial statements, the Partnership adopted Statement of Financial Accounting Standards No. 144, "Accounting for Impairment or Disposal of Long-Lived Assets," as of January 1, 2002. As a result, the accompanying consolidated financial statements for 2001 and 2000, referred to above, have been restated to conform to the presentation adopted in 2002 in accordance with accounting principles generally accepted in the United States.

    /s/ ERNST & YOUNG LLP

Denver, Colorado
February 7, 2003
    except for Note 28, as to which the date is February 14, 2003

 

 

F-2



AIMCO PROPERTIES, L.P.

CONSOLIDATED BALANCE SHEETS
As of December 31, 2002 and 2001
(In Thousands)

 
  2002
  2001
 
ASSETS              
Real estate:              
  Land   $ 1,987,293   $ 1,038,101  
  Buildings and improvements     8,646,065     7,064,715  
   
 
 
Total real estate     10,633,358     8,102,816  
  Less accumulated depreciation     (1,708,754 )   (1,515,192 )
   
 
 
    Net real estate     8,924,604     6,587,624  
Cash and cash equivalents     99,553     78,078  
Restricted cash     224,884     137,468  
Accounts receivable     85,553     65,059  
Accounts receivable from affiliates     47,060     34,669  
Deferred financing costs     73,168     81,810  
Notes receivable, primarily from unconsolidated real estate partnerships     169,238     248,915  
Notes receivable from AIMCO     39,428     7,607  
Investments in unconsolidated real estate partnerships     368,195     580,702  
Other assets     259,168     248,594  
Assets held for sale     64,478     130,000  
   
 
 
    Total assets   $ 10,355,329   $ 8,200,526  
   
 
 
LIABILITIES AND PARTNERS' CAPITAL              
Secured tax-exempt bond financing   $ 1,244,852   $ 978,362  
Secured notes payable     4,582,864     3,394,051  
Term loan     115,011      
Credit facility     291,000     213,500  
   
 
 
    Total indebtedness     6,233,727     4,585,913  
Accounts payable     12,136     8,224  
Accrued liabilities and other     297,575     232,373  
Deferred rental income     15,445     9,075  
Security deposits     41,065     31,174  
Deferred income taxes payable, net     36,680     36,348  
Liabilities related to assets held for sale     50,945     83,749  
   
 
 
    Total liabilities     6,687,573     4,986,856  
   
 
 
Mandatorily redeemable convertible preferred securities     15,169     20,637  
Minority interest in consolidated real estate partnerships     76,504     112,962  

Partners' capital:

 

 

 

 

 

 

 
  Preferred units     1,098,683     1,251,311  
  General Partner and Special Limited Partner     2,129,014     1,428,411  
  Limited Partners     362,888     411,721  
  High performance units     (3,230 )   1,162  
  Less: Investment in AIMCO Class A Common Stock     (11,272 )   (12,534 )
   
 
 
    Total partners' capital     3,576,083     3,080,071  
   
 
 
    Total liabilities and partners' capital   $ 10,355,329   $ 8,200,526  
   
 
 

See notes to consolidated financial statements.

F-3



AIMCO PROPERTIES, L.P.

CONSOLIDATED STATEMENTS OF INCOME
For the Years Ended December 31, 2002, 2001 and 2000
(In Thousands, Except Per Unit Data)

 
  2002
  2001
  2000
 
RENTAL PROPERTY OPERATIONS:                    
Rental and other property revenues   $ 1,405,684   $ 1,224,667   $ 998,552  
Property operating expenses     (561,412 )   (465,721 )   (413,077 )
   
 
 
 
Income from property operations     844,272     758,946     585,475  
   
 
 
 
INVESTMENT MANAGEMENT BUSINESS:                    
Management fees and other income primarily from affiliates     100,550     158,367     33,630  
Management and other expenses     (78,262 )   (112,047 )   (11,137 )
Amortization of intangibles     (4,026 )   (18,729 )   (6,698 )
   
 
 
 
Income from investment management business     18,262     27,591     15,795  
   
 
 
 
General and administrative expenses     (20,344 )   (18,530 )   (18,123 )
Other expenses     (10,200 )   (6,400 )    
Provision for losses on accounts, fees and notes receivable     (9,006 )   (6,646 )    

Depreciation of rental property

 

 

(288,589

)

 

(327,070

)

 

(287,809

)
Interest expense     (339,737 )   (297,507 )   (260,133 )
Interest and other income     78,090     68,417     65,963  
Equity in earnings (losses) of unconsolidated real estate partnerships     694     (16,662 )   7,618  
Equity in losses of unconsolidated subsidiaries             (2,290 )
Minority interest in consolidated real estate partnerships     (15,094 )   (37,619 )   (3,094 )
   
 
 
 
Operating earnings     258,348     144,520     103,402  

Gain (loss) on dispositions of real estate

 

 

(27,902

)

 

18,848

 

 

26,335

 
Distributions to minority partners in excess of income     (26,979 )   (46,359 )   (24,375 )
   
 
 
 
Income from continuing operations     203,467     117,009     105,362  
Discontinued operations:                    
  Income from discontinued operations, net of tax of $2,507 for the year ended December 31, 2002     2,735     4,055     4,355  
   
 
 
 
Net income     206,202     121,064     109,717  

Net income attributable to preferred unitholders

 

 

107,646

 

 

100,134

 

 

70,217

 
   
 
 
 
Net income attributable to common unitholders   $ 98,556   $ 20,930   $ 39,500  
   
 
 
 
Earnings per common unit — basic:                    
  Income from continuing operations (net of preferred distributions)   $ 0.97   $ 0.20   $ 0.47  
   
 
 
 
  Net income attributable to common unitholders   $ 1.00   $ 0.25   $ 0.53  
   
 
 
 
Earnings per common unit — diluted:                    
  Income from continuing operations (net of preferred distributions)   $ 0.96   $ 0.20   $ 0.46  
   
 
 
 
  Net income attributable to common unitholders   $ 0.99   $ 0.25   $ 0.52  
   
 
 
 
Weighted average units outstanding     98,093     83,770     74,427  
   
 
 
 
Weighted average units and unit equivalents outstanding     99,168     84,960     75,917  
   
 
 
 
Distributions paid per common unit   $ 3.28   $ 3.12   $ 2.80  
   
 
 
 

See notes to consolidated financial statements.

F-4



AIMCO PROPERTIES, L.P.

CONSOLIDATED STATEMENTS OF PARTNERS' CAPITAL
For the Years Ended December 31, 2002, 2001 and 2000
(In Thousands)

 
  Preferred
Units

  General Partner
and Special
Limited Partner

  Limited
Partners

  High
Performance
Units

  Investment
in AIMCO
Common
Stock

  Total
 
Partners' Capital at December 31, 1999   $ 707,745   $ 1,545,256   $ 256,429   $   $ (23,000 ) $ 2,486,430  
Contributions from AIMCO related to preferred offerings     226,894                     226,894  
Contribution from AIMCO related to stock purchased by officers, net of notes receivable of $7,733         2,611                 2,611  
Contribution from AIMCO related to options and warrants exercised     (480 )   18,906                 18,426  
Amortization of unvested restricted stock of AIMCO         527                 527  
Common units redeemed by Limited Partners to Special Limited Partner         9,825     (11,336 )       1,511      
Conversion of mandatorily redeemable convertible preferred securities         117,170                 117,170  
Repurchase of common units         (2,580 )               (2,580 )
Acquisitions of real estate or interests in real estate through issuance of common units             97,175             97,175  
Acquisitions of real estate or interests in real estate through issuance of preferred units     28,178                     28,178  
Acquisitions of additional interest in unconsolidated subsidiaries through issuance of common units             102             102  
Conversion of preferred units to common units     (25,000 )   25,000                  
Repayment of notes receivable from officers of AIMCO         15,050                 15,050  
Net income     70,217     35,981     3,519             109,717  
Distributions paid to common unitholders         (188,600 )   (16,962 )           (205,562 )
Distributions paid to preferred unitholders     (64,249 )               500     (63,749 )
Adjustment to reflect Limited Partners' capital at redemption value         (87,631 )   87,631              
   
 
 
 
 
 
 
Partners' Capital at December 31, 2000     943,305     1,491,515     416,558         (20,989 )   2,830,389  
Contributions from AIMCO related to preferred offerings     179,695                     179,695  
Contribution from AIMCO related to stock purchased by officers, net of notes receivable of $10,693         203                 203  
Contribution from AIMCO related to options and warrants exercised         18,744                 18,744  
Amortization of unvested restricted stock of AIMCO         3,141                 3,141  
Common and preferred units redeemed by Limited Partners to Special Limited Partner     (3,790 )   15,863     (19,211 )       7,138      
Reclassification of Class I Units             (2,070 )   2,070          
Issuance of Class II Units, Class III Units, and Class IV Units                 4,910         4,910  
Conversion of mandatorily redeemable convertible preferred securities         11,693                 11,693  
Repurchase of common units         (33,298 )               (33,298 )
Acquisitions of real estate or interests in real estate through issuance of common units             50,194             50,194  
Acquisitions of real estate or interests in real estate through issuance of preferred units     29,718                     29,718  
Contributions from AIMCO related to OTEF merger     100,000     106,305                 206,305  
Repayment of notes receivable from officers of AIMCO         8,535                 8,535  
Net income     100,134     18,086     2,250     594         121,064  
Distributions paid to common and high performance unitholders         (227,659 )   (20,717 )   (6,412 )   1,317     (253,471 )
Distributions paid to preferred unitholders     (97,751 )                   (97,751 )
Adjustment to reflect Limited Partners' capital at redemption value         15,283     (15,283 )            
   
 
 
 
 
 
 
Partners' Capital at December 31, 2001     1,251,311     1,428,411     411,721     1,162     (12,534 )   3,080,071  
Contributions from AIMCO related to preferred offerings     50,000     511                 50,511  
Contributions from AIMCO related to issuance of AIMCO Class A Common Stock         367,753                 367,753  
Contribution from AIMCO related to stock purchased by officers, net of notes receivable of $7,755         84                 84  
Contribution from AIMCO related to options and warrants exercised         12,157     18,706             30,863  
Amortization of unvested restricted stock of AIMCO         4,233                 4,233  
Conversion of preferred units to common units     (229,455 )   229,455                  
Common and preferred units redeemed by Limited Partners to Special Limited Partner     (5,831 )   45,841     (40,010 )            
Issuance of Class V Units                 900         900  
Conversion of mandatorily redeemable convertible preferred securities         5,468                 5,468  
Redemption of common units             (684 )           (684 )
Acquisitions of real estate or interests in real estate through issuance of common units         1,004     16,245             17,249  
Acquisitions of real estate or interests in real estate through issuance of preferred units     33,690                     33,690  
Contributions from AIMCO and issuance of common units related to Casden merger         164,882     41,491             206,373  
Repayment of notes receivable from officers of AIMCO         5,251                 5,251  
Net income     107,646     85,476     10,569     2,511         206,202  
Distributions paid to common and high performance unitholders         (280,129 )   (36,533 )   (7,803 )   1,262     (323,203 )
Distributions paid to preferred unitholders     (108,678 )                   (108,678 )
Adjustment to reflect Limited Partners' capital at redemption value         58,617     (58,617 )            
   
 
 
 
 
 
 
Partners' Capital at December 31, 2002   $ 1,098,683   $ 2,129,014   $ 362,888   $ (3,230 ) $ (11,272 ) $ 3,576,083  
   
 
 
 
 
 
 

See notes to consolidated financial statements.

F-5



AIMCO PROPERTIES, L.P.

CONSOLIDATED STATEMENTS OF CASH FLOWS
For the Years Ended December 31, 2002, 2001 and 2000
(In Thousands)

 
  2002
  2001
  2000
 
CASH FLOWS FROM OPERATING ACTIVITIES:                    
  Net income   $ 206,202   $ 121,064   $ 109,717  
   
 
 
 
  Adjustments to reconcile net income to net cash provided by operating activities:                    
    Depreciation and amortization of intangibles     292,615     345,799     294,507  
    Distributions to minority partners in excess of income     26,979     46,359     24,375  
    Loss (gain) on dispositions of real estate     27,902     (18,848 )   (26,335 )
    Income from discontinued operations     (2,735 )   (3,742 )   (4,355 )
    Minority interest in consolidated real estate partnerships     15,094     37,619     3,094  
    Equity in (earnings) losses of unconsolidated real estate partnerships     (694 )   16,662     (7,618 )
    Equity in losses of unconsolidated subsidiaries             2,290  
    Changes in operating assets and operating liabilities, net     (68,693 )   (53,067 )   4,689  
   
 
 
 
      Total adjustments     290,468     370,782     290,647  
   
 
 
 
      Net cash provided by operating activities     496,670     491,846     400,364  
   
 
 
 

CASH FLOWS FROM INVESTING ACTIVITIES:

 

 

 

 

 

 

 

 

 

 
  Purchase of and additions to real estate     (578,745 )   (66,534 )   (53,933 )
  Initial capital expenditures     (34,697 )   (61,016 )   (61,476 )
  Capital Enhancements     (7,528 )   (31,500 )   (33,445 )
  Capital Replacements     (82,048 )   (67,204 )   (59,250 )
  Redevelopment additions to real estate     (145,490 )   (147,313 )   (126,160 )
  Proceeds from sales of property     281,787     165,098     159,340  
  Proceeds from sale of investments     22,747     253,277      
  Purchase of general and limited partnership interests and other assets     (68,485 )   (114,312 )   (453,263 )
  Purchase/originations of notes receivable     (109,475 )   (111,157 )   (81,657 )
  Proceeds from repayment of notes receivable     83,332     53,207     64,559  
  Cash from newly consolidated properties     13,602     23,656     54,875  
  Cash paid in connection with merger/acquisition related costs     (260,874 )   (80,630 )   (31,889 )
  Distributions received from AIMCO     1,262     1,317     500  
  Distributions received from investments in unconsolidated real estate partnerships     10,780     42,473     75,818  
   
 
 
 
      Net cash used in investing activities     (873,832 )   (140,638 )   (545,981 )
   
 
 
 

CASH FLOWS FROM FINANCING ACTIVITIES:

 

 

 

 

 

 

 

 

 

 
  Proceeds from secured notes payable borrowings     956,565     628,529     502,085  
  Principal repayments on secured notes payable borrowings     (623,026 )   (538,038 )   (265,269 )
  Proceeds from secured tax-exempt bond financing     297,551     112,702      
  Principal repayments on secured tax-exempt bond financing     (352,074 )   (150,949 )   (26,677 )
  Principal repayments on secured short-term financing         (25,105 )    
  Net borrowings (pay downs) on term loan and revolving credit facilities     192,509     (178,240 )   119,540  
  Payment of loan costs     (17,384 )   (17,774 )   (21,920 )
  Proceeds from issuance of common and preferred units, exercise of options/warrants     423,013     205,076     251,348  
  Principal repayments received on notes due from officers of AIMCO on common unit purchases     5,251     8,535     15,050  
  Repurchase of common units     (684 )   (33,298 )   (2,580 )
  Proceeds from issuance of high performance units     1,002     3,235      
  Payment of distributions to minority interests     (50,943 )   (92,379 )   (100,638 )
  Payment of distributions to the General Partner and Special Limited Partner     (280,129 )   (227,659 )   (188,600 )
  Payment of distributions to Limited Partners     (36,533 )   (20,717 )   (16,962 )
  Payment of distributions to high performance units     (7,803 )   (6,412 )    
  Payment of distributions to preferred units     (108,678 )   (97,751 )   (64,249 )
   
 
 
 
      Net cash provided by (used in) financing activities     398,637     (430,245 )   201,128  
   
 
 
 
NET INCREASE (DECREASE) IN CASH AND CASH EQUIVALENTS     21,475     (79,037 )   55,511  
CASH AND CASH EQUIVALENTS AT BEGINNING OF YEAR     78,078     157,115     101,604  
   
 
 
 
CASH AND CASH EQUIVALENTS AT END OF YEAR   $ 99,553   $ 78,078   $ 157,115  
   
 
 
 

See notes to consolidated financial statements.

F-6



AIMCO PROPERTIES, L.P.

CONSOLIDATED STATEMENTS OF CASH FLOWS
For the Years Ended December 31, 2002, 2001 and 2000
(In Thousands)

 
  2002
  2001
  2000
 
SUPPLEMENTAL CASH FLOW INFORMATION:                    
  Interest paid   $ 347,352   $ 329,695   $ 254,802  
  Non Cash Transactions Associated with the Acquisition of Properties and Interests in Unconsolidated Real Estate Partnerships:                    
    Secured debt assumed in connection with purchase of real estate         25,900     60,605  
    Real estate, investments in unconsolidated real estate partnerships, and other assets acquired     7,114     65,314     93,975  
    Assumption of operating liabilities     1,525     1,411     148  
    Units issued     5,589     38,003     33,222  
  Non Cash Transactions Associated with Acquisition of Limited Partnership Interests and Interests in the Unconsolidated Subsidiaries:                    
    Issuance of units for interests in real estate partnerships and other interests     17,875     41,328     29,885  
  Non Cash Transactions Associated with Mergers:                    
    Real estate     1,076,569         324,602  
    Investments in and notes receivable, primarily from unconsolidated real estate partnerships     41,722     (1,444 )   121,671  
    Investments in and notes receivable from unconsolidated subsidiaries             157,785  
    Restricted cash     70,095         7,212  
    Other assets     42,336     243,091     6,163  
    Secured debt     684,661     (30,020 )   248,524  
    Accounts payable, accrued and other liabilities     129,668     30,445     74,310  
    Deferred income tax payable, net     2,147          
    Minority interest in consolidated real estate partnerships     1         23,816  
    Common units issued     206,373     106,305     62,177  
    Preferred units issued         100,000      
  Non Cash Transactions Associated with Consolidation of Assets:                    
    Real estate     743,014     715,434     1,754,492  
    Investments in and notes receivable primarily from unconsolidated real estate partnerships     (271,231 )   (55,279 )   (685,173 )
    Investments in and notes receivable from unconsolidated subsidiaries         (315,818 )   (3,271 )
    Restricted cash     19,492     17,323     46,284  
    Other assets     44,294     264,015     55,128  
    Secured debt     488,464     476,883     1,133,197  
    Unsecured debt — term loan         63,000      
    Accounts payable, accrued and other liabilities     39,960     110,578     63,011  
    Deferred income tax payable, net         34,969      
    Minority interest in consolidated real estate partnerships     16,337     (26,827 )   1,573  
  Non Cash Transfer of Assets to an Unconsolidated Subsidiary:                    
    Real estate             (9,429 )
  Other:                    
    Origination of notes receivable from officers of AIMCO     7,755     10,693     7,733  
    Conversion of preferred units and securities into common units     234,923     11,693     150,199  
    Tenders payable for purchase of limited partner interest     340     19,447      

See notes to consolidated financial statements.

F-7



AIMCO PROPERTIES, L.P.

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
December 31, 2002

NOTE 1 — Organization

        AIMCO Properties, L.P., a Delaware limited partnership (the "Partnership" and together with its consolidated subsidiaries and other controlled entities, the "Company"), was formed on May 16, 1994 to conduct the business of acquiring, redeveloping, leasing, and managing multifamily apartment communities. The Partnership's securities include Partnership Common Units ("common OP Units"), Partnership Preferred Units ("preferred OP Units"), and High Performance Partnership Units ("High Performance Units"), which are collectively referred to as "OP Units." Apartment Investment and Management Company ("AIMCO") is the owner of the General Partner — AIMCO-GP, Inc. — and Special Limited Partner — AIMCO-LP, Inc., as defined in the Third Amended and Restated Agreement of Limited Partnership of AIMCO Properties, L.P. as amended (the "Partnership Agreement"). The General Partner and Special Limited Partner hold common OP Units of the Partnership. In addition, AIMCO (through the General Partner and Special Limited Partner) is the primary holder of outstanding preferred OP Units. The Limited Partners (as defined in the Partnership Agreement) of the Partnership are individuals or entities that own common OP Units or preferred OP Units other than AIMCO, the General Partner or the Special Limited Partner. After holding the common OP Units for one year, the Limited Partners have the right to redeem their common OP Units for cash, subject to the prior right of the Partnership to elect to acquire some or all of the common OP Units tendered for redemption for cash or in exchange for shares of AIMCO Class A Common Stock. Common OP Units redeemed for AIMCO Class A Common Stock are generally on a one-for-one basis (subject to antidilution adjustments). Preferred OP Units may or may not be redeemable based on their respective terms, as provided for in the Partnership Agreement. Except as the context otherwise requires, "AIMCO" refers to AIMCO and AIMCO's consolidated corporate subsidiaries and consolidated real estate partnerships, collectively.

        The Partnership, through its operating divisions and subsidiaries, holds substantially all of AIMCO's assets and manages the daily operations of AIMCO's business and assets. All employees of the Company are employees of the Partnership; AIMCO has no employees.

        AIMCO is required to contribute to the Partnership all proceeds from offerings of its securities. In addition, substantially all of AIMCO's assets must be owned through the Partnership; therefore, AIMCO is generally required to contribute to the Partnership all assets acquired. In exchange for the contribution of offering proceeds or assets, AIMCO receives additional interests in the Partnership with similar terms (i.e., if AIMCO contributes proceeds of a preferred stock offering, AIMCO (through the General Partner and Special Limited Partner) receives preferred OP Units).

        AIMCO frequently consummates transactions for the benefit of the Partnership. For legal, tax or other business reasons, AIMCO may hold title or ownership of certain assets until they can be transferred to the Partnership. However, the Partnership has a controlling financial interest in substantially all of AIMCO's assets in the process of transfer to the Partnership.

        As of December 31, 2002, the Company owned or managed a portfolio of 1,788 apartment properties (individually a "property" and collectively the "properties") containing 318,152 apartment units located in 47 states, the District of Columbia and Puerto Rico. Based on apartment unit data compiled by the National Multi Housing Council, as of December 31, 2002, the Company was the largest owner and operator of apartment properties in the United States. The Company serves approximately one million residents per year.

        As of December 31, 2002, the Company:

F-8


        At December 31, 2002, the Partnership had 103,452,171 common OP Units, 41,293,016 preferred OP Units and 2,379,084 High Performance Units (includes only those units that have met the required measurement benchmarks and are dilutive — see Note 20) outstanding.

NOTE 2 — Basis of Presentation and Summary of Significant Accounting Policies

Principles of Consolidation

        The accompanying consolidated financial statements include the accounts of the Partnership, its majority owned subsidiaries and consolidated real estate partnerships. Pursuant to a Management and Contribution Agreement between the Partnership and AIMCO, the Partnership has acquired, in exchange for interests in the Partnership, the economic benefits of subsidiaries of AIMCO in which the Partnership does not have an interest, and AIMCO has granted the Partnership a right of first refusal to acquire such subsidiaries' assets for no additional consideration. Pursuant to the agreement, AIMCO has also granted the Partnership certain rights with respect to assets of such subsidiaries. Effective January 1, 2001, as a result of the Company acquiring all of the voting stock of certain previously unconsolidated subsidiaries, the Company began consolidating the results of operations of these subsidiaries (see Note 6). As used herein, and except where the context otherwise requires, "partnership" refers to a limited partnership or a limited liability company and "partner" refers to a limited partner in a limited partnership or a member in a limited liability company. Interests held in consolidated real estate partnerships by limited partners other than the Company are reflected as minority interest in consolidated real estate partnerships. All significant intercompany balances and transactions have been eliminated in consolidation. The assets of consolidated real estate partnerships owned or controlled by AIMCO or the Partnership generally are not available to pay creditors of AIMCO or the Partnership.

Impairment of Long-Lived Assets

        Real estate and other long-lived assets are recorded at cost, less accumulated depreciation, unless considered impaired. If events or circumstances indicate that the carrying amount of a property may be impaired, the Company will make an assessment of its recoverability by estimating the undiscounted future cash flows, excluding interest charges, of the property. If the carrying amount exceeds the aggregate undiscounted future cash flows, the Company would recognize an impairment loss to the extent the carrying amount exceeds the estimated fair value of the property. As of December 31, 2002, management believes that no impairments exist based on periodic reviews. No impairment losses were recognized for the years ended December 31, 2002, 2001 and 2000.

Real Estate and Depreciation

        Direct costs associated with the acquisition of ownership or control of properties are capitalized as a cost of the assets acquired, and are depreciated over the estimated useful lives of the related assets. "Initial Capital Expenditures" or "ICE" are those costs considered necessary by the Company in its investment decision to correct deferred maintenance or improve a property. "Capital Enhancements" are costs incurred that add a material new feature or increase the revenue potential of a property. ICE and Capital Enhancement costs are capitalized and depreciated over the estimated useful lives of the related assets, generally 5 - 15 years.

        Expenditures in excess of $250 that maintain an existing asset, which has a useful life of more than one year are capitalized as "Capital Replacement" expenditures and depreciated over the estimated useful life of the asset. Expenditures for ordinary repairs, maintenance and apartment turnover costs are expensed as incurred.

        In 2001, the Company completed a comprehensive review of its real estate related depreciation including property-by-property analyses of more than 500 properties producing more than 90% of the Company's Free Cash Flow from real estate. As a result of this review, the Company has changed its estimate of the remaining useful lives for its real estate assets. Effective July 1, 2001 for certain assets and October 1, 2001 for the majority of the portfolio, the Company extended the useful lives of the assets from a weighted average composite life of 25 years, to a weighted average composite life of 30 years. This change increased net income by approximately $85 million, or $0.86 per diluted unit and $36 million, or $0.42 per diluted unit for 2002 and 2001, respectively. The Company believes the change reflects the remaining useful lives of the assets and is consistent with prevailing industry practice.

F-9


        Depreciation is calculated on the straight-line method based on a 13 to 40 year life for buildings and improvements and five years for furniture, fixtures and equipment.

Redevelopment and Other Capital Expenditure Activities

        The Company capitalizes direct and indirect costs (including interest, real estate taxes and other costs) in connection with the redevelopment, ICE, Capital Enhancement and Capital Replacement needs of its owned or controlled properties. Indirect costs that do not relate to the above activities, including general and administrative expenses are charged to expense as incurred. Interest and other costs of $18.0 million and $40.7 million, $16.8 million and $48.1 million, and $10.1 million and $15.6 million were capitalized for the years ended December 31, 2002, 2001 and 2000, respectively. Capitalized costs are included in redevelopment, ICE, and Capital Replacement and Capital Enhancement spending and are reflected in associated returns from these related assets.

Cash Equivalents

        The Company considers highly liquid investments with an original maturity of three months or less to be cash equivalents.

Restricted Cash

        Restricted cash includes capital replacement reserves, completion repair reserves, bond sinking fund amounts and tax and insurance impound accounts held by lenders.

Deferred Costs

        Deferred financing fees and costs incurred in obtaining financing are capitalized and amortized over the terms of the related loan agreements and are charged to interest expense.

        Deferred leasing commissions and concessions incurred in connection with leasing efforts are capitalized and amortized over the terms of the related lease and are charged to property operating expense.

Notes Receivable Primarily From Unconsolidated Real Estate Partnerships and Related Interest Income and Provision for Losses

        Notes receivable primarily from unconsolidated real estate partnerships are carried at the lower of cost or fair value and consist substantially of subordinated notes receivable (where the Company is the general partner and issuer), the ultimate repayment of which is subject to a number of variables, including the performance and value of the underlying real estate property and the ultimate timing of such repayments. The notes receivable were either extended by the Company and are carried at the face amount plus accrued interest ("par value notes") or were made by predecessors whose positions have been acquired at a discount and are carried at the acquisition amount using the cost recovery method ("discounted notes"). Under the cost recovery method, the discounted notes are carried at the acquisition amount, less subsequent cash collections, until such time as collectibility of principal and interest is probable and the timing and amounts are estimable. The carrying amounts of notes receivable approximate their fair value in consideration of interest rates, market conditions and other qualitative factors (see Note 7).

        The Company assesses the collectibility of each note on a periodic basis through a review of the collateral, the property operations, the value of the underlying real estate property and the borrower's ability to repay the loan. Loan losses on notes receivable are charged to expense and an allowance account is established when the Company believes the principal balance will not be fully recovered.

        Income on the par value notes receivable is recorded as earned in accordance with the terms of the related loan agreements. The Company recognizes interest income earned from its investments in discounted notes receivable based upon whether the collectibility of such amounts is both probable and estimable. The accrual of interest on either par value or discounted notes is discontinued when, in the opinion of the Company, impairment has occurred in the value of the collateral property securing the loan. Income on nonaccrual loans, or loans that are otherwise not performing in accordance with their terms, is recorded on a cost recovery basis. Interest income is ultimately collected in cash or through foreclosure of the property securing the note or through obtaining an additional equity interest in the partnership that owns the property.

F-10


        Based upon closed or pending transactions (which include sales, refinancings, foreclosures and rights offerings), the Company has determined that certain discounted notes are collectible for amounts greater than their carrying value. Accordingly, the Company is recognizing accretion income on certain discounted notes on a prospective basis over the estimated remaining life of the loans, equal to the difference between the carrying value of the discounted notes and the estimated collectible value.

Investments in Unconsolidated Real Estate Partnerships

        The Company owns general and limited partnership interests in real estate partnerships that own apartment properties. Investments in real estate partnerships in which the Company has significant influence but does not have control are accounted for under the equity method. Under the equity method, the Company's pro-rata share of the earnings or losses of the entity for the periods being presented is included in equity in earnings (losses) from unconsolidated real estate partnerships (see Note 5).

Investments in Unconsolidated Subsidiaries

        Effective January 1, 2001, the Company acquired control and began consolidating its previously unconsolidated subsidiaries (see Note 6). Prior to this date, the Company had significant influence but did not have control. Accordingly, such investments were accounted for under the equity method. Under the equity method, the Company's pro-rata share of the losses of the entity for the period being presented was included in equity in losses from unconsolidated subsidiaries. As a result of this consolidation in 2001, the results of operations of the investment management business increased substantially in 2001 over 2000.

Other Assets

        Included in other assets is goodwill associated with the purchase of property management businesses that had previously been amortized on a straight-line basis over twenty years. Also included in other assets are other intangible assets for purchased management contracts that are amortized on a straight-line basis over terms ranging from five to twenty years. In July 2001, the FASB issued Statement of Financial Accounting Standard No. 142, Goodwill and Other Intangible Assets ("SFAS 142"). SFAS 142 eliminates amortization of goodwill and indefinite lived intangible assets and requires the Company to perform impairment tests at least annually on all goodwill and other indefinite lived intangible assets. The Company adopted the requirements of SFAS 142 beginning January 1, 2002, and has completed the goodwill impairment testing required by SFAS 142 and did not identify any impairments. See Note 19 for the impact of the adoption of the non-amortization provision of SFAS 142 on net income and income from continuing operations and earnings per unit for the year ended December 31, 2002.

Minority Interest in Consolidated Real Estate Partnerships

        Interests held in consolidated real estate partnerships by limited partners other than the Company are reflected as minority interest in consolidated real estate partnerships. Minority interest in real estate partnerships represents the minority partners' share of the underlying net assets of the Company's consolidated real estate partnerships. When these consolidated real estate partnerships make cash distributions in excess of net income, the Company, as the majority partner, records a charge equal to the minority partners' excess of distributions over net income when the partnership has deficit equity, even though the Company does not suffer any economic effect, cost or risk. This charge is classified in the consolidated statements of income as distributions to minority partners in excess of income. Losses are allocated to minority partners until such time as such losses exceed the minority interest basis, in which case the Company recognizes 100% of the losses in operating earnings, even though the Company does not suffer any economic effect, cost or risk. With regard to such consolidated real estate partnerships, approximately $7.0 million in losses related to the minority interest ownership were charged to operations for the year ended December 31, 2002, $1.9 million for the year ended December 31, 2001 and no losses were charged to operations for the year ended December 31, 2000.

Revenue Recognition

        The Company's properties have operating leases with apartment residents with terms generally of twelve months or less. Rental revenue related to these leases is recognized on an accrual basis when due from residents in accordance with SEC

F-11


Staff Accounting Bulletin No. 101, "Revenue Recognition in Financial Statements." In accordance with the Company's standard lease terms, rental payments are generally due on a monthly basis. Any concessions given at the inception of the lease are amortized over the life of the lease. Property management and asset management fees are recognized when earned.

Gain (Loss) on Dispositions of Real Estate and Discontinued Operations

        As a result of the Company's adoption of Statement of Financial Accounting Standard No. 144, Accounting for the Impairment of Long-Lived Assets to be Disposed Of ("SFAS 144") effective January 1, 2002, the Company now reports assets held for sale (as defined by SFAS 144) and assets sold in the current period as discontinued operations. As a result, gain (loss) on dispositions of real estate does not include any gain or loss associated with the disposal of consolidated properties that were classified as discontinued operations during 2002. For the year ended December 31, 2002, gain (loss) on dispositions of real estate only included gain or loss on disposals of real estate held by unconsolidated real estate partnerships and casualty gain or loss on all properties. For the periods ended December 31, 2001 and 2000, gain (loss) on dispositions of real estate included gain or loss associated with all properties.

        For the year ended December 31, 2002, discontinued operations included the operations of the properties sold and classified as held for sale in 2002 and the associated gain (loss) on the disposition of the properties. For the year ended December 31, 2001 and 2000, discontinued operations included the 2001 and 2000 operations of the properties sold and classified as held for sale in 2002, while no gains or losses on assets sold in 2001 or 2000 were included.

Accounts Receivable and Allowance for Doubtful Accounts

        Accounts receivable are generally comprised of amounts receivable from residents and non-affiliated real estate partnerships for which the Company provides property management and other services. The Company evaluates all accounts receivable from residents and an allowance is established for amounts greater than 30 days past due. The accounts receivable relating to residents are presented net of an allowance for doubtful accounts of approximately $4.1 million and $1.9 million in 2002 and 2001, respectively. The Company evaluates all accounts receivable from non-affiliated real estate partnerships and an allowance is established for amounts greater than 120 days past due. The accounts receivable relating to non-affiliated real estate partnerships are presented net of an allowance for doubtful accounts of approximately $3.9 million and $1.6 million in 2002 and 2001, respectively.

Accounts Receivable and Allowance for Doubtful Accounts from Affiliates

        Accounts receivable from affiliates are generally comprised of amounts receivable from real estate partnerships in which the Company has an ownership interest related to property management and other services provided to the real estate partnerships. The Company evaluates all accounts receivable balances from affiliates on a periodic basis, and an allowance is established for the amounts deemed to be uncollectible. The accounts receivable from affiliates are presented net of an allowance for doubtful accounts of approximately $4.1 million and $5.6 million in 2002 and 2001, respectively.

Derivative Financial Instruments

        The Company predominately uses long-term, fixed-rate and self-amortizing non-recourse debt in order to avoid, among other things, risk related to fluctuating interest rates. Where the Company does use variable-rate debt, occasionally the Company enters into short-term economic hedges, such as interest rate swap agreements and interest rate cap agreements, to reduce its exposure to interest rate fluctuations. The interest rate swap agreements are generally utilized by the Company to modify the Company's exposure to interest rate risk by converting the variable-rate debt to a fixed rate. The interest rate cap agreements utilized by the Company effectively limit the Company's exposure to interest rate risk by providing a ceiling on the underlying variable rate debt. Normally, the interest rate caps are embedded within the original debt contract and are considered clearly and closely related to the debt contract and, therefore, are not measured as separate derivative instruments. Free standing interest rate exchange agreements were not material.

Insurance

        Management believes that the Company's insurance coverages insure its properties adequately against the risk of loss attributable to fire, earthquake, hurricane, tornado, flood and other perils. AIMCO Assurance Ltd., a Bermuda domiciled insurer wholly owned by the Company, has a reinsurance contract with a third party provider to cover 100% of the first $1

F-12


million loss from any casualty related to the conventional properties. The affordable properties are insured for the first $1 million through an independent third party carrier. For the policy year ending February 28, 2003, the Company was insured for any casualty loss in excess of $1 million, up to $230 million, by a combination of several "excess" insurance providers, all of which were at least A-rated. For the policy year ending February 28, 2003, the Company also has retained an annual aggregate exposure of $4 million above the first $1 million per occurrence. As a result of the Terrorism Risk Insurance Act of 2002, the Company is currently evaluating the price of offers, mandated by the legislation, to purchase terrorism insurance. In addition to the above, the Company has self-insured retentions in workers' compensation liability coverage. Losses are accrued based upon the Company's estimates of the aggregate liability for claims incurred using certain actuarial assumptions followed in the insurance industry and based on Company experience and are recorded in the operations of the investment management business.

Income Taxes

        Income or losses of the Partnership are allocated to the partners of the Partnership for inclusion in their respective income tax returns. Accordingly, no provision or benefit for income taxes has been made in the accompanying financial statements. AIMCO has elected to be taxed as a Real Estate Investment Trust (REIT), as defined under the Internal Revenue Code of 1986, as amended. In order for AIMCO to qualify as a REIT, at least 95% of AIMCO's gross income in any year must be derived from qualifying sources. The activities of subsidiaries engaged in the investment management business are not qualifying sources.

        As a REIT, AIMCO generally will not be subject to United States Federal income taxes at the corporate level on its net income that is distributed to its stockholders if it distributes at least 90% (95% prior to 2001) of its REIT taxable income to its stockholders. REITs are also subject to a number of other organizational and operational requirements. If AIMCO fails to qualify as a REIT in any taxable year, its taxable income will be subject to United States Federal income tax at regular corporate rates (including any applicable alternative minimum tax). Even if AIMCO qualifies as a REIT, it may be subject to certain state and local income taxes and to United States Federal income and excise taxes on its undistributed income.

        Certain taxable REIT subsidiaries of the Company account for income taxes using the liability method. Deferred income taxes result from temporary differences between the carrying amounts of assets and liabilities for financial reporting purposes and the amounts used for Federal income tax purposes, and are measured using the enacted tax rates and laws that will be in effect when the differences reverse.

Earnings Per Unit

        Earnings per unit is calculated based on the weighted average number of common and common OP Unit equivalents and dilutive convertible units and securities outstanding during the period. Diluted earnings per unit also includes the effect of potential issuances of additional common OP Units if stock options and warrants were exercised or converted into AIMCO Class A Common Stock (see Note 18).

Fair Value of Financial Instruments

        The aggregate fair value of the Company's cash and cash equivalents, receivables, payables and short-term secured debt as of December 31, 2002 approximates their carrying value due to their relatively short-term nature. Management further believes that the fair value of the Company's variable rate secured tax-exempt bond debt and secured long-term debt approximate their carrying value. For the fixed rate secured tax-exempt bond debt and secured long-term debt, fair values have been based on estimates using present value techniques (see Note 3). These techniques are significantly affected by the assumptions used, including the discount rate and estimates of future cash flows. In that regard, the derived fair value estimates cannot be substantiated by comparison to independent market quotes and, in many cases, may not be realized in immediate settlement of the instrument.

F-13


Concentration of Credit Risk

        Financial instruments that potentially could subject the Company to significant concentrations of credit risk consist principally of notes receivable primarily from unconsolidated real estate partnerships. Concentrations of credit risk with respect to notes receivable primarily from unconsolidated real estate partnerships are limited due to the large number of partnerships comprising the Company's partnership base, the geographic diversity of the underlying properties, and the number of partnership distributions.

Use of Estimates

        The preparation of the Company's consolidated financial statements in conformity with accounting principles generally accepted in the United States requires management to make estimates and assumptions that affect the reported amounts included in the financial statements and accompanying notes thereto. Actual results could differ from those estimates.

Reclassifications

        Certain items included in the 2001 and 2000 financial statements amounts have been reclassified to conform to the 2002 presentation.

NOTE 3 — Fair Value of Financial Instruments

        The following methods and assumptions were used by the Company in estimating its fair value disclosures for financial instruments.

Cash and cash equivalents

        The carrying amounts of cash and cash equivalents reported in the balance sheet for cash and short-term investments classified as cash equivalents approximate those assets' fair value.

Bonds receivable and retained residual interest

        The carrying amounts of bonds receivable and retained residual interests included in other assets in the balance sheet approximate those assets' fair values. The Company generally estimates fair value of the bonds receivable and the retained residual interests based on the present value of future expected cash flows of the bonds, which are derived from the underlying properties' operations. The fair value of both the bonds receivable and the retained residual interests, based on the underlying properties that secure the bonds, are estimated using management's best estimates of the key assumptions — capitalization rates and discount rates commensurate with the risks involved.

Mortgages payable

        The fair value of the Company's borrowings under its variable rate agreements approximate their carrying value. The fair value for the Company's fixed-rate debt agreements is estimated based on the quoted market prices for the same or similar issues. These techniques are significantly affected by the assumptions used, including the discount rate and estimates of future cash flows. In that regard, the derived fair value estimates cannot be substantiated by comparison to independent market quotes and, in many cases, may not be realized in immediate settlement of the instrument. The carrying amount of accrued interest approximates fair value. These balances do not include liabilities related to assets classified as held for sale as these are considered short-term liabilities and their carrying values are considered to approximate their fair values.

F-14


        The carrying amounts and fair values of the Company's financial instruments at December 31, 2002 and 2001 are as follows (in thousands):

 
  2002
Asset (Liability)

  2001
Asset (Liability)

 
Financial Instrument

  Carrying Amount
  Fair Value
  Carrying Amount
  Fair Value
 
Cash and cash equivalents and restricted cash   $ 324,437   $ 324,437   $ 215,546   $ 215,546  
Bonds receivable and retained residual interest             28,634     28,634  
Mortgages payable — fixed rate     (4,822,537 )   (5,476,632 )   (3,762,312 )   (4,183,543 )

NOTE 4 — Mergers and Acquisitions

Casden Merger

        On March 11, 2002, AIMCO completed the acquisition of Casden Properties Inc. ("Casden") pursuant to an Agreement and Plan of Merger dated as of December 3, 2001, by and among AIMCO, Casden and XYZ Holdings LLC. The acquisition of Casden included the merger of Casden into AIMCO, and the merger of a subsidiary of AIMCO into another REIT affiliated with Casden (collectively, the "Casden Merger"). The approximately $1.1 billion acquisition is comprised of the following:

        In addition, as part of the Casden Merger, AIMCO has committed to do the following:

F-15


        AIMCO paid approximately $1.1 billion, which included an earnout of $15 million as a result of property performance for the period ended December 31, 2001. AIMCO issued 3.508 million shares of AIMCO Class A Common Stock and the Partnership issued 882,784 common OP Units (valued at $164.9 million and $41.5 million, respectively, based on $47 per share/unit), paid approximately $198 million in cash and acquired title subject to existing mortgage indebtedness of approximately $685 million, and assumed short-term indebtedness of approximately $48 million. AIMCO also incurred approximately $15 million in transaction costs comprised largely of professional fees, which included legal, accounting, tax and acquisition due diligence. This transaction was accounted for as a purchase, and as a result, the results of operations were included in the consolidated statements of income from the date of acquisition. AIMCO contributed substantially all of the assets and liabilities acquired in the Casden Merger to the Partnership. The aggregate purchase price of $1.1 billion (including AIMCO's transaction costs of $15.0 million) was recorded as follows (in thousands):

Real Estate   $ 1,083,825
Cash and cash equivalents     72,227
Investment in unconsolidated real estate partnerships     39,394
Other assets     30,136
Secured tax-exempt bond financing     219,102
Secured notes payable     465,559
Short-term debt     246,022
Accounts payable and accrued liabilities     85,100
Other liabilities     3,426
Partners' capital     206,373

        The allocation of the purchase price of Casden is based upon preliminary estimates and is subject to final resolution of certain contingent liabilities and other evaluations of fair value. Therefore, the allocations reflected above may differ from the amounts ultimately determined.

        In connection with the Casden Merger, the Company borrowed $287 million from Lehman Commercial Paper Inc. and other participating lenders, pursuant to a term loan (the "Casden Loan") to pay the cash required to complete the Casden Merger. During 2002, the Company repaid approximately 60% of the Casden Loan principally with portions of the proceeds from AIMCO's public offering of AIMCO Class A Common Stock, AIMCO's offering of Class R Cumulative Preferred Stock, property sales and other net cash flow from operations. The outstanding balance on the Casden Loan was $115 million at December 31, 2002.

New England Properties Acquisition

        On August 29, 2002, the Company completed the acquisition of certain New England area properties (the "New England Properties Acquisition") pursuant to a definitive agreement dated as of July 10, 2002, by and among the Partnership, Thomas J. Flatley and others. In this acquisition, the Company acquired 11 conventional garden and mid-rise apartment properties located primarily in the greater Boston, Massachusetts area. These properties include 4,323 units located on approximately 553 acres in the aggregate. The total cost of the acquisition included a purchase price of $500 million for the properties, $2.5 million in transaction costs and $34.2 million of initial capital expenditures (of which $28 million will be spent to complete a kitchen and bath program and $6.2 million will be spent to address other identified property needs). The acquisition was funded through a combination of non-recourse property debt of $308.7 million in long-term, fixed rate, fully amortizing notes with an average interest rate of 5.69%; and $200 million from the Company's credit facility. The Company expects to repay the facility with net cash flow from operations and proceeds from property sales. The Company accounted for this transaction as a purchase, and as a result, the results of operations were included in the consolidated statements of income from the date of acquisition. The current allocation of the purchase price of the New England Properties Acquisition is based upon preliminary estimates and is subject to final resolution of certain contingent liabilities and other evaluations of fair value.

        In connection with the New England Properties Acquisition, the Company entered into an exchange agreement with a third party intermediary on 10 of the 11 properties. This agreement was for a maximum term of 180 days and allowed the Company to pursue favorable tax treatment on other properties sold by the Company within this period. During this 180-day period, that ended on February 25, 2003, the third party intermediary was the legal owner, although the Company retained all

F-16


of the economic benefits and risks associated with these properties and had indemnified the third party intermediary. As of the expiration of the 180-day period, the Company has taken legal ownership of all of these properties.

Oxford Tax Exempt Fund

        On March 26, 2001, the Company completed a merger pursuant to an agreement entered into on November 29, 2000 between AIMCO and Oxford Tax Exempt Fund II Limited Partnership ("OTEF"), for a total purchase price of $270 million, comprised of $100 million in AIMCO's Class P Convertible Cumulative Preferred Stock (the "Class P Preferred Stock"), $106 million in AIMCO Class A Common Stock issued at $48.46 per share (2.185 million shares of AIMCO Class A Common Stock), $17 million in cash, and $47 million in assumed liabilities. OTEF merged with a subsidiary of the Partnership. In connection with the Company's acquisition of interests in properties (the "Oxford properties") from affiliates of Oxford Realty Financial Group, Inc., on September 20, 2000, the Company had acquired interests in OTEF's managing general partner and OTEF's associate general partner. OTEF was a publicly traded master limited partnership that invested primarily in tax-exempt bonds issued to finance properties owned by affiliates of OTEF, including the Oxford properties. In the merger, each beneficial interest was converted into the right to receive 0.299 shares of AIMCO Class A Common Stock and 0.547 shares of AIMCO's Class P Preferred Stock. In addition, the beneficial interest holders received a special distribution of $50 million, or $6.21 per beneficial interest. This transaction was accounted for as a purchase, and as a result, the results of operations were included in the consolidated statement of income from the date of acquisition. Subsequent to the merger, the Company sold certain of the tax-exempt bond receivables, with a carrying value of $246.8 million, to an unrelated third party at a discount to their face amount and retained a residual interest in those bonds. The fair value of the Company's retained residual interests was based on the future cash flows from the bonds. In 2001, the Company received net proceeds of approximately $253.3 million and recognized gains of $26.1 million on the sale of these tax-exempt bonds, which included $19.6 million of retained residual interests (see Note 26). Approximately $23 million of tax-exempt bonds were not sold in 2001, of such amount; (i) $14 million were eliminated in consolidation and (ii) $9.0 million remained held by the Company and were classified with other assets. During 2002, in connection with the sale of certain assets, as well as additional proceeds received from the refinancing of the tax-exempt bonds of the underlying properties, the Company's retained residual interests were collected.

Oxford Properties

        On September 20, 2000, the Company acquired all of the stock and other interests of the Oxford entities that were held by six executive officers and directors of the Oxford entities. The Oxford properties, which are owned by 166 separate partnerships, are 167 apartment communities including 36,949 units, located in 18 states. This transaction was accounted for as a purchase, and as a result, the results of operations were included in the consolidated statements of income from the date of acquisition. The purchase price of $1,189 million was comprised of $266 million in cash, $861 million of assumed liabilities and transaction costs and $62 million in common OP Units valued at $45 per unit. During 2001, the allocation of the purchase price was finalized, which resulted in changes to amounts included in the prior year financial statements.

Limited Partnership Acquisitions

        During 2002 and 2001, the Company acquired limited partnership interests in 323 partnerships and 261 partnerships, respectively, in which affiliates of the Company served as a general partner. During 2002, the Company paid approximately $31.0 million, of which $27.7 million was in cash and the remainder in OP Units in connection with such tender offers, a portion of which related to increasing the ownership interest in consolidated real estate partnerships. During 2001, the Company paid approximately $178.0 million, of which $135.6 million was in cash and the remainder in OP Units in connection with such tender offers.

NOTE 5 — Investments in Unconsolidated Real Estate Partnerships

        The Company owned general and limited partner interests in approximately 445 unconsolidated real estate partnerships at December 31, 2002, approximately 487 unconsolidated real estate partnerships at December 31, 2001 and approximately 625 unconsolidated real estate partnerships at December 31, 2000, respectively. The interests were acquired through acquisitions, direct purchases and separate offers to other limited partners. The Company's total ownership interests in these unconsolidated real estate partnerships range from 1% to 55%. However, based on the provisions of the partnership agreements, which grant varying degrees of control, the Company is not deemed to have control of these partnerships sufficient to require or permit consolidation for accounting purposes.

F-17


        The following table provides selected combined financial information for the Company's unconsolidated real estate partnerships as of and for the years ended December 31, 2002, 2001 and 2000 (in thousands):

 
  2002
  2001
  2000
 
Real estate, net of accumulated depreciation   $ 1,569,144   $ 1,848,659   $ 2,215,184  
Total assets     1,880,982     2,212,779     2,703,753  
Secured and other notes payable     1,787,756     2,854,195     3,574,971  
Total liabilities     2,306,931     3,114,349     3,786,855  
Partners' deficit     (425,949 )   (901,570 )   (1,083,102 )
Rental and other property revenues     587,199     670,661     777,621  
Property operating expenses     (319,685 )   (347,309 )   (408,198 )
Income from property operations     267,514     323,352     369,423  
Depreciation expense     (123,489 )   (141,123 )   (140,730 )
Interest expense     (176,087 )   (218,635 )   (232,995 )
Net income     27,505     82,140     135,927  

        The decrease in the amounts in the above table from year to year was primarily due to dispositions and the Company's purchase of controlling interests in, and resultant consolidation of, various partnerships previously accounted for under the equity method.

        As a result of the Company's acquisitions of interests in unconsolidated real estate partnerships, the investment in these partnerships at December 31, 2002 of $367.9 million is approximately $450 million in excess of the Company's share of the underlying historical net liabilities of the partnerships. The excess of the cost of the investments acquired over the equity in the underlying net liabilities is ascribed to the fair values of land and buildings owned by the unconsolidated real estate partnerships. The Company amortizes the excess basis related to the buildings over their estimated useful lives.

NOTE 6 — Investments in Unconsolidated Subsidiaries

        In prior years, in order to satisfy certain requirements of the Internal Revenue Code applicable to AIMCO's status as a REIT, certain assets of the Company were held through unconsolidated subsidiaries in which the Partnership held non-voting preferred stock representing a 99% economic interest and certain officers and directors of AIMCO held all of the voting common stock, representing a 1% economic interest. As a result of the controlling ownership interest in the unconsolidated subsidiaries being held by others, the Company accounted for its interest in the unconsolidated subsidiaries using the equity method through December 31, 2000.

        The REIT Modernization Act, which became effective January 1, 2001, among other things, permits REITS to own taxable REIT subsidiaries. Therefore, effective January 1, 2001, the Company acquired the 1% controlling ownership interest in the unconsolidated subsidiaries. As a result, the Company began consolidating these subsidiaries as of January 1, 2001.

        The following table provides selected combined historical financial information for the Company's unconsolidated subsidiaries as of and for the year ended December 31, 2000 (in thousands):

 
  2000
 
Total assets   $ 700,077  
Total liabilities     606,802  
Stockholders' equity     70,466  
Total revenues     177,088  
Total expenses     (173,773 )
Net income     3,135  

F-18


NOTE 7 — Notes Receivable Primarily From Unconsolidated Real Estate Partnerships

        The following table summarizes the Company's notes receivable primarily from unconsolidated real estate partnerships at December 31, 2002 and 2001 (in thousands):

 
  Notes Receivable Primarily From
Unconsolidated Real Estate Partnerships

 
  2002
  2001
Par value notes   $ 85,641   $ 135,750
Discounted notes     89,010     107,761
Less: allowance for loan losses     (5,413 )  
   
 
Total   $ 169,238   $ 243,511
   
 

        As of December 31, 2002 and 2001, the Company held, primarily through its consolidated corporate subsidiaries, $85.6 million and $135.8 million, respectively, of par value notes receivable from unconsolidated real estate partnerships, including accrued interest. During 2002, the Company determined that an allowance for loan losses of $4.1 million was required on certain of its par value notes that had a carrying value of $10.5 million at December 31, 2002. No allowance for loan losses was recorded in 2001 on par value notes. Upon determining that less than the full amount of the notes was collectible, the Company ceased recording interest income on the impaired par value loans. The average recorded investment in the impaired par value loans for the year ended December 31, 2002 was $7.5 million. The Company believes the remaining $74.0 million in par value notes receivable is collectible and, therefore, interest income on these par value notes is recognized as it is earned. Interest income from par value notes for the years ended December 31, 2002, 2001 and 2000, totaled $26.6 million, $26.0 million, and $25.6 million, respectively.

        As of December 31, 2002 and 2001, the Company held discounted notes, including accrued interest, with a carrying value of $89.0 million and $107.8 million, respectively. The total face value plus accrued interest of these notes was $167.2 million and $270.7 million in 2002 and 2001, respectively. During 2002, the Company recorded an allowance for loan losses of $1.3 million on discounted notes that had a carrying value of $9.3 million. No allowance for loan losses was recorded in 2001 on discounted notes. The average recorded investment in the impaired discounted loans for the year ended December 31, 2002 was $11.8 million.

        The discounted notes are accounted for under the cost recovery method, which results in the discounted notes being carried at the acquisition amount, less subsequent cash collections, until such time as collectibility of principal and interest is probable and the timing and amounts are estimable. Based upon closed or pending transactions (which include sales, refinancing, foreclosures and rights offering activities), the Company has determined that certain notes are collectible for amounts greater than their carrying value. Accordingly, the Company is recognizing accretion income, on a prospective basis over the estimated remaining life of the loans, equal to the difference between the carrying value of the discounted notes and the estimated collectible value. For the years ended December 31, 2002, 2001 and 2000, the Company recognized accretion income of approximately $36.8 million ($0.38 per basic unit and $0.37 per diluted unit), $9.9 million ($0.12 per basic and diluted unit), and $26.4 million ($0.35 per basic and diluted unit), respectively. These amounts are net of allocated expenses in 2002, 2001 and 2000 of $1.0 million, $4.4 million and $4.3 million, respectively. The notes receivable generally are realizable through collection of cash or obtaining ownership of the property or of an additional equity interest in the partnership owning the property.

        The activity in the allowance for loan losses in total for both par value and discounted notes for the year ended December 31, 2002, is as follows (in thousands):

Balance at December 31, 2001   $  
Provision for losses on loans     9,006  
Allowance for loan losses reclassified due to foreclosure on the loan     (2,602 )
Allowance for loan losses reclassified due to sale of real estate and collection of the loan     (991 )
   
 
Balance at December 31, 2002   $ 5,413  
   
 

F-19


        The Company will continue to monitor the collectibility or impairment of each note on a periodic basis, and changes in the required allowances may occur in the future due to changes in the market environment.

        As of December 31, 2002 and 2001, the Company had $60.7 million and $53.7 million, respectively, in notes receivable that were secured by interests in real estate or interests in real estate partnerships. The Company earns interest on these notes receivable at various interest rates ranging between 7.0% and 12.5%.

NOTE 8 — Secured Tax-Exempt Bond Financing

        The following table summarizes the Company's secured tax-exempt bond financing at December 31, 2002 and 2001, all of which is non-recourse to the Company (in thousands):

 
  2002
  2001
Fixed rate, interest only, ranging from 1.3% to 9.3%, non-amortizing bonds, due at various dates through 2025   $ 42,570   $ 6,700
Fixed rate, sinking fund bonds, ranging from 5.0% to 10.0%, due at various dates through 2036     150,891     103,742
Fixed rate, fully-amortizing bonds, ranging from 4.9% to 11.3%, due at various dates through 2036     265,190     289,768
Variable rate, sinking fund bonds, ranging from 1.8% to 10.0%, due at various dates through 2029     188,601     232,301
Variable rate, partially amortizing bonds, ranging from 2.2% to 8.4%, due at various dates through 2031     137,438     272,420
Variable rate, cash flow amortizing bonds, ranging from 3.7% to 7.2%, due 2002         16,214
Variable rate, interest only bonds, ranging from 1.4% to 11.0%, due at various dates through 2027     460,162     57,217
   
 
 
Total

 

$

1,244,852

 

$

978,362
   
 

        As of December 31, 2002, the scheduled principal amortization and maturity payments for the Company's secured tax-exempt bonds are as follows (in thousands):

 
  Amortization
  Maturities
  Total
2003   $ 11,506   $ 10,717   $ 22,223
2004     11,904     94     11,998
2005     11,119     46,684     57,803
2006     10,343     130,900     141,243
2007     10,875     39,307     50,182
Thereafter                 961,403
               
                $ 1,244,852
               

        At December 31, 2002, the Company's secured tax-exempt bond financing was secured by 90 properties with a combined net book value of $1,886.0 million.

F-20


NOTE 9 — Secured Notes Payable

        The following table summarizes the Company's secured notes payable at December 31, 2002 and 2001, all of which are non-recourse to the Company (in thousands):

 
  2002
  2001
Fixed rate, interest only, ranging from 4.0% to 12.0%, non-amortizing notes maturing at various dates through 2031   $ 140,295   $ 47,685
Fixed rate, convertible to amortizing construction loan, maturing in 2020     87,233     90,000
Fixed rate, contingent repayment/restructuring, ranging from 0.0% to 1.0%, non-amortizing notes maturing at various dates through 2031     9,988    
Fixed rate, ranging from 5.5% to 10.5%, partially amortizing notes maturing at various dates through 2031     1,030,380     1,031,261
Fixed rate, ranging from 4.0% to 13.5%, fully-amortizing notes maturing at various dates through 2038     3,095,990     2,193,156
Variable rate, ranging from 2.2% to 10.0%, partially-amortizing notes maturing at various dates through 2025     192,761     24,345
Variable rate, ranging from 2.2% to 6.9%, non-amortizing notes maturing at various dates through 2022     26,217     7,604
   
 
 
Total

 

$

4,582,864

 

$

3,394,051
   
 

        As of December 31, 2002, the scheduled principal amortization and maturity payments for the Company's secured notes payable are as follows (in thousands):

 
  Amortization
  Maturities
  Total
2003   $ 123,069   $ 168,222   $ 291,291
2004     133,724     69,468     203,192
2005     142,545     120,817     263,362
2006     147,112     253,960     401,072
2007     153,414     160,550     313,964
Thereafter                 3,109,983
               
                $ 4,582,864
               

        At December 31, 2002, the Company's secured notes payable was secured by 618 properties with a combined net book value of $6,976.8 million.

NOTE 10 — Term Loan

        The Casden Loan was used to pay the cash required to complete the Casden Merger. Transaction costs (including advisory fees) incurred on the term loan were $12.2 million, which included $8.8 million of advisory fees (which are included as a cost of the Casden Merger in Note 4) and $3.4 million of deferred loan costs. During 2002, the Company repaid approximately 60% of the Casden Loan principally with portions of the proceeds from AIMCO's public offering of Class A Common Stock, AIMCO's offering of Class R Cumulative Preferred Stock, property sales and other net cash flow from operations. The weighted average interest rate on the Casden Loan at December 31, 2002 was 3.96%, and the balance outstanding was $115 million.

        The financial covenants contained in the Casden Loan require the Company to maintain a ratio of debt to gross asset value of no more than 0.55 to 1.0, and an interest coverage ratio of 2.25 to 1.0. In addition, the Casden Loan limits the Company from distributing more than 80% of its Funds From Operations (or such amounts as may be necessary for AIMCO to maintain its status as a REIT). On August 5, 2002, the Company and its lenders amended the Casden Loan, to reduce the fixed charge coverage ratio requirement from 1.70:1 to 1.60:1, effective for the quarter ended June 30, 2002 through the quarter ending June 30, 2003; 1.65:1 for the quarter ending September 30, 2003 through the quarter ending December 31, 2003; and 1.70:1 thereafter. The Casden Loan imposes minimum net worth requirements and provides other financial covenants related to certain of AIMCO's assets and obligations. The Casden Loan is secured by a first priority pledge of

F-21


the equity owned by AIMCO and certain subsidiaries of AIMCO in other subsidiaries of AIMCO and a second priority pledge of certain non-real estate assets of the Company. As of December 31, 2002, the Company was in compliance with all financial covenant requirements.

        Subsequent to December 31, 2002, additional modifications were made to the loan covenants. See Note 28 for further information.

NOTE 11 — Credit Facility

        On March 11, 2002, the Company amended and restated its revolving credit facility as necessitated by the execution of the Casden Loan, in order to conform certain provisions of the loans. The commitment remained $400 million, and there are ten lender participants in the facility's syndicate. The obligations under the amended and restated credit facility are secured by a first priority pledge of certain of the Company's non-real estate assets and a second priority pledge of the equity owned by AIMCO and certain subsidiaries of AIMCO in other subsidiaries of AIMCO. Borrowings under the amended and restated credit facility are available for general corporate purposes. The amended and restated credit facility matures in July 2004 and can be extended once at the Company's option, for a term of one year. The annual interest rate under the credit facility is based either on LIBOR or a base rate which is the higher of Bank of America, N.A.'s reference rate or 0.5% over the federal funds rate, plus, in either case, an applicable margin. From March 11, 2002 through the later of June 30, 2004 or the date on which the Casden Loan is paid in full, the margin ranges between 2.05% and 2.55%, in the case of LIBOR-based loans, and between 0.55% and 1.05%, in the case of base rate loans, based upon a fixed charge coverage ratio. The weighted average interest rate at December 31, 2002 was 3.97%, and the balance outstanding was $291.0 million. The amount available under the amended and restated credit facility at December 31, 2002 and 2001 was $109.0 million (less $4.2 million for outstanding letters for credit) and $186.5 million (less $5.1 million for outstanding letters for credit), respectively.

        The financial covenants contained in the amended and restated revolving credit facility require the Company to maintain a ratio of debt to gross asset value of no more than 0.55 to 1.0, and an interest coverage ratio of 2.25 to 1.0. In addition, the amended and restated revolving credit facility limits the Company from distributing more than 80% of its Funds From Operations (or such amounts as may be necessary for AIMCO to maintain its status as a REIT). On August 5, 2002, the Company and its lenders amended the amended and restated revolving credit facility, to reduce the fixed charge coverage ratio requirement from 1.70:1 to 1.60:1, effective for the quarter ended June 30, 2002 through the quarter ending June 30, 2003; 1.65:1 for the quarter ending September 30, 2003 through the quarter ending December 31, 2003; and 1.70:1 thereafter. The credit facility imposes minimum net worth requirements and provides other financial covenants related to certain of AIMCO's assets and obligations. As of December 31, 2002, the Company was in compliance with all financial covenant requirements.

        Subsequent to December 31, 2002, additional modifications were made to the loan covenants. See Note 28 for further information.

NOTE 12 — Commitments and Contingencies

Legal

        In addition to the matters described below, the Company is a party to various legal actions and administrative proceedings arising in the ordinary course of business, some of which are covered by liability insurance, and none of which are expected to have a material adverse effect on the Company's consolidated financial condition or results of operations taken as a whole.

Limited Partnerships

        In connection with the Company's acquisitions of interests in real estate partnerships, it is sometimes subject to legal actions, including allegations that such activities may involve breaches of fiduciary duties to the limited partners of such real estate partnerships or violations of the relevant partnership agreements.

        The Company may incur costs in connection with the defense or settlement of such litigation. The Company believes it complies with its fiduciary obligations and relevant partnership agreements. Although the outcome of any litigation is uncertain, the Company does not expect any such legal actions to have a material adverse affect on the Company's consolidated financial condition or results of operations taken as a whole.

F-22


Environmental

        Various Federal, state and local laws subject property owners or operators to liability for the costs of removal or remediation of certain hazardous substances present on a property. Such laws often impose liability without regard to whether the owner or operator knew of, or was responsible for, the release of the hazardous substances. The presence of, or the failure to properly remedy, hazardous substances may adversely affect occupancy at affected apartment communities and the ability to sell or finance affected properties. In addition to the costs associated with investigation and remediation actions brought by governmental agencies, the presence of hazardous wastes on a property could result in claims by private plaintiffs for personal injury, disease, disability or other infirmities. Various laws also impose liability for the cost of removal or remediation of hazardous substances at the disposal or treatment facility. Anyone who arranges for the disposal or treatment of hazardous or toxic substances is potentially liable under such laws. These laws often impose liability whether or not the person arranging for the disposal ever owned or operated the disposal facility. In connection with the ownership, operation and management of properties, the Company could potentially be liable for environmental liabilities or costs associated with its properties or properties it acquires or manages in the future.

        There have been recent reports of lawsuits against owners and managers of multifamily properties asserting claims of personal injury and property damage caused by the presence of mold in residential units. Some of these lawsuits have resulted in substantial monetary judgments or settlements. AIMCO has been named as a defendant in lawsuits that have alleged personal injury as a result of the presence of mold. Prior to March 31, 2002, the Company generally was insured against claims arising from the presence of mold due to water intrusion. However, since March 31, 2002, the Company's insurance coverage for property damage loss claims arising from the presence of mold has become more limited and generally includes only limited coverage for catastrophic property damage due to mold. In addition, since December 31, 2002, the Company's insurance coverage for personal injury claims related to mold exposure has also become more limited.

        The Company has implemented protocols and procedures to prevent or eliminate mold from its properties and believes that its measures will eliminate, or at least minimize, the effects that mold could have on its residents. To date, the Company has not incurred any material costs or liabilities relating to claims of mold exposure or to abate mold conditions. Because the law regarding mold is unsettled and subject to change, however, the Company can make no assurance that liabilities resulting from the presence of or exposure to mold will not have a material adverse effect on the Company's consolidated financial condition or results of operations taken as a whole.

Other Legal Matters

        In December 2001, AIMCO and certain of its affiliated partnerships that own properties voluntarily entered into an agreement with the United States Environmental Protection Agency ("EPA") and the United States Department of Housing and Urban Development ("HUD") pursuant to which AIMCO agreed to pay a fine of $130,000, conduct lead-based paint inspections and other testing, if necessary, on properties initially built prior to 1978, and re-issue lead-based paint disclosures to residents of such properties that have not been certified as lead-base paint free. In return, neither AIMCO nor its properties will be subject to any additional fines for inadequate disclosures prior to the execution of the agreement. The cost of the settlement, inspections and remediations incurred to date have been reserved for by the Company in connection with its portfolio acquisitions and mergers. Any remaining costs are not expected to be material.

        In January 2002, AIMCO and four of its affiliated partnerships were named as defendants in a lawsuit brought by the City Attorney for the City and County of San Francisco ("CCSF") in the Superior Court, County of San Francisco. The City Attorney asserts that the defendants have violated certain state and local residential housing codes, and engaged in unlawful business practices and unfair competition, in connection with four properties owned and operated by the affiliated partnerships. The City Attorney asserts civil penalties from $500 to $1,000 per day for each affected unit, as well as other statutory and equitable relief. In January 2003, the Company filed a cross-complaint against CCSF, its Department of Building Inspections and certain of its employees, alleging constitutional violations arising out of its arbitrary and discriminatory application of its codes, and other tortious conduct. In February 2003, CCSF and the other defendants named in the Company's cross-complaint removed the case to the United States District Court for the Northern District of California. As a result of the removal to Federal court, the trial date previously scheduled for July 7, 2003 in state court is doubtful, even if there is a remand of the case to the state court. The Company has engaged in preliminary discussions with the City Attorney to resolve the lawsuit, including a mediation session. In the event it is unable to resolve the lawsuit, the Company believes it has meritorious defenses to assert and it will vigorously defend itself against CCSF's claims, and

F-23


vigorously prosecute its own claims. Although the outcome of any litigation is uncertain, the Company does not believe that the ultimate outcome will have a material adverse effect on the Company's consolidated financial condition or results of operations taken as a whole.

        National Program Services, Inc. and Vito Gruppuso (collectively "NPS") are insurance agents who in 2000 sold to the Company property insurance issued by National Union Fire Insurance Company of Pittsburgh, PA ("National Union"). The financial failure of NPS resulted in defaults in June 2002 under two agreements by which NPS indemnified the Company from losses relating to the matters described below. As a result of such defaults, the Company faces the risk of impairment of a $16.7 million insurance-related receivable as well certain contingent liabilities as more fully described below. The Company's receivable arose from the improper and premature cancellation by National Union of its property insurance coverage in April 2001. The Company had paid to National Union amounts in excess of $10 million in prepaid premiums for property insurance coverage that was to continue through at least April 2002. In addition, the Company has a $6.7 million receivable from NPS to reimburse it for payments on a premium finance agreement, proceeds of which were to pay premiums to National Union. The Company holds two $5 million surety bonds issued by Lumbermens Mutual Casualty Company ("Lumbermens") to secure the NPS indemnities. In addition, AIMCO has pending litigation in the United States District Court for the District of Colorado against National Union, First Capital Group, a New York based insurance wholesaler, NPS and other agents of National Union, for a refund of at least $10 million of the prepaid premium plus other damages resulting from the cancellation of the coverage. The cancellation of the property insurance coverage in 2001 has no effect on the Company's present property insurance coverage or on coverage that existed through April 2001.

        With respect to the contingent liabilities arising from the NPS defaults, in November 2002, Cananwill, Inc., a premium funding company, commenced litigation in Superior Court, Morris County, New Jersey, against AIMCO and others, alleging a balance due of $5.7 million, plus interest and attorney's fees, on a premium finance agreement that funded premium payments made to National Union. AIMCO denies liability to Cananwill, believes it has meritorious defenses to assert, and it will vigorously defend itself. In the event of litigation and an adverse determination, the Company will seek reimbursement of any loss from the bonds securing the NPS indemnification agreements as well as from all third parties responsible for the misapplication of its payments.

        In November 2002, AIMCO commenced an action against Lumbermens in the District Court, City and County of Denver, Colorado to recover on the two $5 million surety bonds securing the NPS indemnification agreements, which action was removed to the United States District Court for the District of Colorado. In December 2002, Lumbermens commenced a separate action in the United States District Court for the Southern District of New York seeking declarations of the invalidity of the surety bonds and damages. AIMCO and Lumbermens have engaged in preliminary settlement negotiations to resolve the litigation between them. Finally, in November 2002 AIMCO was served with a third party complaint served on it by XL Reinsurance American, Inc. ("XL") and Greenwich Insurance Company ("Greenwich"). XL, Greenwich, Lumbermens and others were named as defendants in this action filed in the United States District Court for the Southern District of New York by WestRM — West Risk Markets, Ltd. to collect on surety bonds issued by XL, Greenwich and Lumbermens allegedly to secure payment obligations due on a premium funding made by WestRM. XL and Greenwich assert that if they have any liability to WestRM, which they deny, then AIMCO is liable to XL and Greenwich pursuant to an alleged indemnification agreement. The Company believes it has meritorious defenses to assert and will vigorously defend itself against these claims, and vigorously prosecute its own claims.

        Although the outcome of any claim or matter in litigation is uncertain, the Company does not believe that it will incur any material loss in connection with the insurance-related receivable or that the ultimate outcome of these separate but related matters will have a material adverse effect on the Company's consolidated financial condition or results of operations taken as a whole.

        In 1998 and 1999, prior to the Casden Merger and the related NAPICO acquisition, investors holding limited partnership units in various limited partnerships of which NAPICO is the corporate general partner, commenced an action against NAPICO and certain other defendants. The claims related to activities that pre-dated the Casden Merger and included, but were not limited to, claims for breaches of fiduciary duty to the limited partners of certain NAPICO managed partnerships and violations of securities laws by making materially false and misleading statements in the consent solicitation statements sent to the limited partners of such partnerships. The actions were certified as a class action, and in October and November 2002 were tried in the United States District Court for the Central District of California. In November 2002, the jury returned special verdicts against NAPICO and certain other defendants in the amount of approximately $25.2 million for violations of securities laws and against NAPICO for approximately $67.3 million for breaches of fiduciary duty. In addition, the jury

F-24


awarded the plaintiffs punitive damages against NAPICO of approximately $92.5 million. On March 12, 2003, the Court heard oral argument on defendants' post-trial motions seeking to set aside or reduce the jury award and plaintiffs' motion for relief on their equitable claims and has taken those matters under submission. While the matter is not yet final and no judgment has been entered, the matter is the responsibility of the former shareholders of Casden pursuant to documents related to the Casden Merger, which was completed in March 2002. The Company does not believe that the ultimate outcome will have a material adverse effect on the Company's consolidated financial position or results of operations taken as a whole.

Operating Leases

        The Company is obligated under office space and equipment non-cancelable operating leases. In addition, the Company subleases certain of its office space to tenants under non-cancelable subleases. Approximate minimum annual rentals under operating leases and approximate minimum payments to be received under annual subleases for the five years ending after December 31, 2002 are as follows (in thousands):

 
  Operating Lease
Payments

  Sublease
Receipts

2003   $ 5,549   $ 1,044
2004     5,181     1,065
2005     4,130     894
2006     3,819     819
2007     3,764     842
   
 
Total   $ 22,443   $ 4,664
   
 

        Substantially all of the office space and equipment subject to the operating leases described above are for the use of its corporate offices and regional operating centers. Rent expense recognized totaled $5.0 million, $4.5 million, and $5.6 million in 2002, 2001 and 2000, respectively, including amounts recognized in 2000 by the unconsolidated subsidiaries. Sublease receipts for 2002, 2001 and 2000 were not material.

NOTE 13 — Mandatorily Redeemable Convertible Preferred Securities

        In connection with the Insignia merger in 1998, the Company assumed the obligations under Trust Based Convertible Preferred Securities with an aggregate liquidation amount of $149.5 million. The securities mature on September 30, 2016 and require distributions at the rate of 6.5% per annum, with quarterly distributions payable in arrears. The securities are convertible by the holders at any time through September 30, 2016 and may be redeemed by the Company on or after November 1, 1999. Each $50 of liquidation value of the securities can be converted into AIMCO Class A Common Stock at a conversion price of $49.61, which equates to 1.007 shares of AIMCO Class A Common Stock. Since 1998 when these securities were assumed, $134.4 million of the $149.5 million has been converted, resulting in $15.1 million remaining as of December 31, 2002. In 2002 and 2001, the holders of the securities converted approximately $5.5 million and $11.7 million, respectively, into approximately 107,000 and 238,000 shares of AIMCO Class A Common Stock.

NOTE 14 — Related Party Notes Receivable

        In exchange for the sale of certain real estate assets to AIMCO, the Partnership received notes receivable totaling $10.1 million. The notes bear interest at the rate of 5.7% per annum. Of the $10.1 million total, $7.6 million is due upon demand, and the remainder is due in scheduled semi-annual payments with all unpaid principal and interest due on December 31, 2010.

        In order to fund the acquisition of the Villas of Park La Brea on November 27, 2002, the Partnership loaned $28.1 million to AIMCO in exchange for a note receivable. The note bears interest at the rate of 8.0% per annum, with interest payments due on December 31 of each year with all unpaid principal and interest due on December 31, 2012.

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NOTE 15 — Registration Statements

        On November 7, 2001, AIMCO and the Partnership filed a shelf registration statement with the Securities and Exchange Commission ("SEC") with respect to an aggregate of $822 million of debt and equity securities of AIMCO and $500 million of debt securities of the Partnership, all of which was carried forward from AIMCO's 1998 shelf registration statement. The registration statement was declared effective by the SEC on November 9, 2001. As of December 31, 2002, AIMCO had approximately $400 million of debt and equity securities available and the Partnership had $500 million of debt securities available from this registration statement.

NOTE 16 — Partners' Capital

Preferred OP Units

        All classes of preferred OP Units are on equal parity and are senior to the common OP Units. None of the classes of preferred OP Units have any voting rights, except the right to approve certain changes to the Partnership Agreement that would adversely affect holders of such class of units. Distributions on all preferred OP Units are subject to being declared by the General Partner.

        At December 31, 2002 and 2001, the following classes of preferred OP Units (stated at their redemption values) owned by AIMCO were outstanding (in thousands, except unit data):

 
  2002
  2001
Perpetual:            
Class C Partnership Preferred Units, 2,400,000 and 2,400,000 units issued and outstanding, distributions payable at 9.0%, per annum   $ 60,000   $ 60,000
Class D Partnership Preferred Units, 4,200,000 and 4,200,000 units issued and outstanding, distributions payable at 8.75%, per annum     105,000     105,000
Class G Partnership Preferred Units, 4,050,000 and 4,050,000 units issued and outstanding, distributions payable at 9.375%, per annum     101,250     101,250
Class H Partnership Preferred Units, 2,000,000 and 2,000,000 units issued and outstanding, distributions payable at 9.5%, per annum     50,000     50,000
Class Q Partnership Preferred Units, 2,530,000 and 2,530,000 units issued and outstanding, distributions payable at 10.10%, per annum     63,250     63,250
Class R Partnership Preferred Units, 6,940,000 and 4,940,000 units issued and outstanding, distributions payable at 10.0%, per annum     173,500     123,500

Convertible:

 

 

 

 

 

 
Class B Partnership Preferred Units, none and 419,471 units issued and outstanding         41,947
Class K Partnership Preferred Units, none and 5,000,000 units issued and outstanding         125,000
Class L Partnership Preferred Units, 2,500,000 and 5,000,000 units issued and outstanding     62,500     125,000
Class M Partnership Preferred Units, 1,200,000 and 1,200,000 units issued and outstanding     30,000     30,000
Class N Partnership Preferred Units, 4,000,000 and 4,000,000 units issued and outstanding     100,000     100,000
Class O Partnership Preferred Units, 1,904,762 and 1,904,762 units issued and outstanding     100,000     100,000
Class P Partnership Preferred Units, 3,999,662 and 4,000,000 units issued and outstanding     99,992     100,000
Class Eleven Partnership Preferred Units, 1,124,041 and none units issued and outstanding     28,101    
   
 
Total   $ 973,593   $ 1,124,947
   
 

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        Holders of the Class B Partnership Preferred Units ("the Class B Preferred Units") were entitled to receive cash distributions in an amount per unit equal to the greater of (i) $7.125 per year (equivalent to 7.125% of the liquidation preference) or (ii) the cash distributions payable on the number of shares of AIMCO Class A Common Stock into which a share of Class B Cumulative Convertible Preferred Stock ("Class B Preferred Stock") was convertible. Class B Preferred Units were convertible, upon conversion of the Class B Preferred Stock, beginning August 1998, into 3.284 common OP Units, subject to certain anti-dilution adjustments. In 2000, 330,529 Class B Preferred Units were converted into 1,085,480 common OP Units. On July 29, 2002, AIMCO announced that on August 28, 2002, it would redeem all outstanding shares of its Class B Preferred Stock, par value $0.01 per share for cash equal to the liquidation preference of $100 per share, plus accrued and unpaid dividends through the redemption date of $1.73545 per share. On August 20, 2002, the holder of all 419,471 shares of Class B Preferred Stock converted such shares into 1,377,573 shares of AIMCO Class A Common Stock. Concurrently, the Partnership converted all Class B Preferred Units into 1,377,573 common OP Units.

        Holders of Class K Partnership Preferred Units (the "Class K Preferred Units"), which were issued on February 18, 1999, were entitled to receive cash distributions in an amount per unit equal to the greater of (i) $2.00 per year (equivalent to 8% of the liquidation preference) or (ii) the cash distributions payable on the number of shares of AIMCO Class A Common Stock into which a share of Class K Convertible Cumulative Preferred Stock ("Class K Preferred Stock") was convertible. Beginning with the third anniversary of the date of original issuance, holders of Class K Preferred Units were entitled to receive an amount per unit equal to the greater of (i) $2.50 per year (equivalent to 10% of the liquidation preference), or (ii) the cash distributions payable on the number of AIMCO Class A Common Stock into which a share of Class K Preferred Stock was convertible. Class K Preferred Units were convertible, upon conversion of the Class K Preferred Stock, into 0.59524 common OP Units, subject to certain anti-dilution adjustments. On March 19, 2002, AIMCO announced that on April 18, 2002 it would redeem for AIMCO Class A Common Stock all outstanding shares of its Class K Preferred Stock, par value $0.01 per share at a redemption price of $27.2125 per share of Class K Preferred Stock. The redemption price was payable in shares of AIMCO Class A Common Stock at a price of $45.7835 per share, or the issuance of 0.5944 shares of AIMCO Class A Common Stock for each share of Class K Preferred Stock redeemed. Concurrently, the Partnership announced that it would redeem each of the Class K Preferred Units for 0.5944 common OP Units. Subsequent to the Partnership's announcement all 5,000,000 Class K Preferred Units were converted into approximately 2,972,000 common OP Units.

        Holders of Class L Partnership Preferred Units (the "Class L Preferred Units"), which were issued on May 28, 1999, were entitled to receive cash distributions in an amount per unit equal to the greater of (i) $2.025 per year (equivalent to 8.1% of the liquidation preference) or (ii) the cash distributions payable on the number of shares of AIMCO Class A Common Stock into which a share of Class L Convertible Cumulative Preferred Stock ("Class L Preferred Stock") is convertible. Beginning with the third anniversary of the date of original issuance, the holders of Class L Preferred Units are entitled to receive an amount per unit equal to the greater of (i) $2.50 per year (equivalent to 10% of the liquidation preference) or (ii) the cash distributions payable on the number of shares of AIMCO Class A Common Stock into which a share of Class L Preferred Stock is convertible. Class L Preferred Units are convertible, upon conversion of the Class L Preferred Stock, into 0.5379 common OP Units, subject to certain anti-dilution adjustments. On May 6, 2002, the holder of 2,500,000 shares of AIMCO Class L Preferred Stock, par value $0.01 per share with a face value of $62.5 million, converted such shares into 1,344,664 shares of AIMCO Class A Common Stock. Concurrently, the Partnership converted 2,500,000 Class L Preferred Units into 1,344,664 common OP Units. Following this conversion, as of December 31, 2002, 2,500,000 Class L Preferred Units remained outstanding.

        Holders of Class M Partnership Preferred Units (the "Class M Preferred Units"), which were issued on January 13, 2000, were entitled to receive, for the period beginning January 13, 2000 through and including January 13, 2003, cash distributions in an amount per unit equal to the greater of (i) $2.125 per year (equivalent to 8.5% of the liquidation preference) or (ii) the cash distributions payable on the number of shares of AIMCO Class A Common Stock into which a share of Class M Convertible Cumulative Preferred Stock ("Class M Preferred Stock") is convertible. Beginning with the third anniversary of the date of original issuance, the holders of Class M Preferred Units are entitled to receive an amount per unit equal to the greater of (i) $2.3125 per year (equivalent to 9.25% of the liquidation preference), or (ii) the cash distributions payable on the number of shares of AIMCO Class A Common Stock into which a share of Class M Preferred Stock is convertible. Class M Preferred Units are convertible, upon conversion of the Class M Preferred Stock, into 0.5682 common OP Units, subject to certain anti-dilution adjustments.

F-27


        Holders of Class N Partnership Preferred Units (the "Class N Preferred Units"), which were issued on September 12, 2000 are entitled to receive cash distributions in an amount per unit equal to the greater of (i) $2.25 per year (equivalent to 9% per annum of the liquidation preference), subject to increase in the event of a change in control of AIMCO or (ii) the cash distributions payable on the number of shares of AIMCO Class A Common Stock into which a share of Class N Convertible Cumulative Preferred Stock ("Class N Preferred Stock") is convertible. Class N Preferred Units are convertible, upon conversion of the Class N Preferred Stock, into 0.4762 common OP Units, subject to certain anti-dilution adjustments.

        Holders of Class O Partnership Preferred Units (the "Class O Preferred Units"), which were issued on September 15, 2000 are entitled to receive cash distributions in an amount per unit equal to the greater of (i) $4.725 per year (equivalent to 9% per annum of the liquidation preference), subject to increase in the event of a change in control of AIMCO or (ii) the cash distributions payable on the number of shares of AIMCO Class A Common Stock into which a share of Class O Convertible Cumulative Preferred Stock ("Class O Preferred Stock") is convertible. Class O Preferred Units are convertible, upon conversion of the Class O Preferred Stock, into one common OP Unit, subject to certain anti-dilution adjustments.

        Holders of Class P Partnership Preferred Units (the "Class P Preferred Units"), which were issued on March 26, 2001, are entitled to receive cash distributions in an amount per share equal to the greater of (i) $2.25 per year (equivalent to 9% of the liquidation preference) or (ii) the cash distributions payable on the number of AIMCO Class A Common Stock into which a share of Class P Convertible Cumulative Preferred Stock ("Class P Preferred Stock") is convertible. Class P Preferred Units are convertible, upon conversion of the Class P Preferred Stock, into 0.4464 common OP Units, subject to certain anti-dilution adjustments. Distributions are paid on the Class P Preferred Units quarterly, and began on April 15, 2001.

        In addition to the above listed preferred OP Units, the following outstanding preferred OP Units are subject to redemption at AIMCO's option on or after the dates specified: Class C Partnership Preferred Units, December 23, 2002; Class D Partnership Preferred Units, February 19, 2003; Class G Partnership Preferred Units, July 15, 2008; Class H Partnership Preferred Units, August 14, 2003; and Class Q Partnership Preferred Units, March 19, 2006.

        On March 11, 2002, the Partnership paid the proceeds from the Casden Loan to AIMCO in exchange for a note receivable of $198.3 million (the "Note"). Upon completion of the Casden Merger in March of 2002, AIMCO contributed the substantial majority of the assets and liabilities of Casden to the Partnership in exchange for approximately 7,934,920 Class Ten Partnership Preferred Units (the "Class Ten Preferred Units"). The Note bears interest at 8% per annum. The Class Ten Preferred Units paid distributions of $2.00 per unit. When AIMCO issued stock for cash, the net proceeds were used to repay the Note. Concurrently, a portion of the Class Ten Preferred Units were converted into the same class of units issued by AIMCO. In June 2002, AIMCO fully repaid the note and all remaining Class Ten Preferred Units were converted.

        On November 27, 2002, in connection with the purchase of The Villas at Park La Brea, the Partnership loaned funds to AIMCO in exchange for a note receivable of $28.1 million. Upon completion of the purchase, AIMCO contributed the assets and liabilities of The Villas at Park La Brea to the Partnership in exchange for 1,124,041 Class Eleven Partnership Preferred Units (the "Class Eleven Preferred Units"). The Class Eleven Preferred Units pay distributions of $2.00 per unit on December 31 of each year, with the first distribution being prorated from the date of issuance.

F-28


        As of December 31, 2002 and 2001, the following classes of preferred OP Units (stated at their redemption values) owned by third parties were outstanding (in thousands, except unit data):

 
  2002
  2001
Class One Partnership Preferred Units, 90,000 and 90,000 units issued and outstanding, redeemable for AIMCO Class A Common Stock in one year from issuance, holder to receive distributions at 8% ($8.00 per annum per unit)   $ 9,000   $ 9,000
Class Two Partnership Preferred Units, 71,643 and 78,023 units issued and outstanding, redeemable for AIMCO Class A Common Stock in one year from issuance, holders to receive distributions at 8% ($2.00 per annum per unit)     1,791     1,951
Class Three Partnership Preferred Units, 1,535,363 and 1,535,862 units issued and outstanding, redeemable for Class A Common Stock in one year from issuance, holders to receive distributions at 9.5% ($2.375 per annum per unit)     38,384     38,397
Class Four Partnership Preferred Units, 757,149 and 757,149 units issued and outstanding, redeemable for AIMCO Class A Common Stock in one year from issuance, holders to receive distributions at 8% ($2.00 per annum per unit)     18,929     18,929
Class Five Partnership Preferred Units, 68,671 and 68,671 units issued and outstanding, redeemable for cash at any time at the option of the Partnership, holder to receive distributions equal to the per unit distribution on the common OP Units ($3.28 per unit for 2002 and $3.12 per unit for 2001)     2,747     2,747
Class Six Partnership Preferred Units, 808,238 and 808,238 units issued and outstanding, redeemable for AIMCO Class A Common Stock in one year from issuance, holder to receive distributions at 8.5% ($2.125 per annum per unit)     20,206     20,206
Class Seven Partnership Preferred Units, 29,752 and 29,752 units issued and outstanding, redeemable for AIMCO Class A Common Stock in one year from issuance, holder to receive distributions at 9.5% ($2.375 per annum per unit)     744     744
Class Eight Partnership Preferred Units, 6,250 and 6,250 units issued and outstanding, redeemable for cash at any time at the option of the Partnership, holder to receive distributions equal to the per unit distribution on the common OP Units ($3.28 per unit for 2002 and $3.12 per unit for 2001)     156     156
Class Nine Partnership Preferred Units, 1,077,486 and 1,239,519 units issued and outstanding, convertible to common OP Units in one year from the date of issuance (subject to certain conditions), holder to receive distributions at 9% ($2.25 per annum per unit)     26,937     30,988
   
 
    $ 118,894   $ 123,118
   
 

        For all preferred OP Units that are redeemable to AIMCO Class A Common Stock, the Partnership, upon redemption, will issue a common OP Unit to AIMCO for each share of AIMCO Class A Common Stock issued. In addition, subject to certain conditions, the Class Four, Class Five, Class Six and Class Eight Partnership Preferred Units are convertible into common OP Units, two years from issuance, after December 21, 2000, three years from issuance, and after November 16, 2001, respectively.

F-29


        The distributions paid on each class of preferred OP Units for the years ended December 31, 2002, 2001, and 2000 are as follows (in thousands, except per unit data):

 
  2002
  2001
  2000
Class of Preferred Units

  Amount
Per
Unit (1)

  Total
Amount
Paid

  Amount
Per
Unit (1)

  Total
Amount
Paid

  Amount
Per
Unit (1)

  Total
Amount
Paid

Class B   $ 7.95   (5) $ 3,334   $ 10.25   $ 4,297   $ 9.20   $ 7,137
Class C     2.25     5,400     2.25     5,400     2.25     5,400
Class D     2.19     9,188     2.19     9,188     2.19     9,188
Class G     2.34     9,492     2.34     9,492     2.34     9,492
Class H     2.38     4,750     2.38     4,750     2.38     4,750
Class K     .58   (5)   2,500     2.00     10,000     2.00     10,000
Class L     2.21   (6)   7,892     2.03     10,125     2.03     10,125
Class M     2.13     2,550     2.13     2,550     1.59   (2)   1,913
Class N     2.25     9,000     2.25     9,000     0.12   (2)   475
Class O     4.73     9,000     4.73     9,000     0.24   (2)   450
Class P     2.25     8,996     1.25   (4)   5,000        
Class Q     2.52     6,388     1.87   (4)   4,720        
Class R     2.32   (7)   16,101     1.01   (4)   4,974        
Class One     8.00     720     8.00     720     8.00     720
Class Two     2.00     161     2.00     157     1.42   (2)   114
Class Three     2.38     3,646     2.38     3,994     1.85   (2)   3,116
Class Four     2.00     1,514     2.00     1,514     1.58   (2)   1,197
Class Five     3.12     225     3.12     214     2.10   (2)   144
Class Six     2.13     1,718     2.13     1,741     0.03   (2)   28
Class Seven     2.38     71     2.07   (4)   62       (3)  
Class Eight     3.28     15     2.82   (4)   17       (3)  
Class Nine     2.25     2,803     0.67   (4)   836        
Class Ten     2.00   (8)   2,995                
Class Eleven     2.00   (7)   219                
         
       
       
Total         $ 108,678         $ 97,751         $ 64,249
         
       
       

(1)
Amounts per unit are based on the stated distribution rate for each class of preferred OP Units.

(2)
For the period from the date of issuance to December 31, 2000.

(3)
No distributions for these preferred OP Units were required during 2000 based on the date of issuance.

(4)
For the period from the date of issuance to December 31, 2001.

(5)
For the period from January 1, 2002 to the date of conversion to common OP Units.

(6)
Total amount paid includes distributions paid on all 5.0 million of Class L Preferred Units until May 6, 2002, when 2.5 million Class L Preferred Units were converted into common OP Units. Additionally, the amount per unit includes a scheduled increase in the distribution from $2.03 per unit to $2.50 per unit starting after May 28, 2002.

(7)
For the period from January 1, 2002 to the date of conversion to common OP Units.

(8)
Total amount paid includes distributions paid on all 7.9 million Class Ten Preferred Units from date of issuance until June 5, 2002, when all Class Ten Preferred Units were converted into common OP Units.

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Common OP Units

        Common OP Units are redeemable by common OP Unitholders (other than the General Partner and Special Limited Partner) at their option, subject to certain restriction, on the basis of one common OP Unit for either one share of AIMCO Class A Common Stock or cash equal to the fair value of a share of AIMCO Class A Common Stock at the time of redemption. The Company has the option to deliver shares of AIMCO Class A Common Stock in exchange for all or any portion of the cash requested. When a Limited Partner redeems a common OP Unit for AIMCO Class A Common Stock, Limited Partners' Capital is reduced and Special Limited Partners' capital is increased. Common OP Units held by AIMCO are not redeemable.

        In 2002, the Company completed tender offers for limited partnership interests resulting in the issuance of approximately 331,451 common OP Units and issued 882,784 common OP Units in connection with the Casden Merger. In addition, the Partnership issued 3.508 million common OP Units to AIMCO in exchange for substantially all of the assets and liabilities AIMCO acquired in the Casden Merger and 8.0 million common OP Units to AIMCO in exchange for the total proceeds AIMCO received on its issuance of 8.0 million shares of AIMCO Class A Common Stock.

        During 2002 and 2001, AIMCO issued approximately 188,000 shares and 241,000 shares, respectively, of its Class A Common Stock to certain of its executive officers (or entities controlled by them) at market prices. In exchange for the shares purchased, the executive officers (or entities controlled by them) executed notes payable to AIMCO totaling $7.8 million and $10.7 million, respectively. These notes, which are 25% recourse to the holder, have a 10-year maturity and bear interest at rates between 6.25% and 7.25% annually. The notes were contributed by AIMCO to the Partnership in exchange for approximately 188,000 and 241,000 common OP Units, respectively. Total payments on such notes from officers in 2002 and 2001 were $5.3 million and $8.5 million, respectively. In addition, in 2002 and 2001, the Partnership issued approximately 80,000 and 172,000 common OP Units to AIMCO and AIMCO issued approximately 80,000 and 172,000 shares of AIMCO Class A Common Stock, respectively, to certain of its employees. The restricted stock was issued at the fair market value of AIMCO's Class A Common Stock on the date of issuance. The restricted stock may not be sold, assigned, transferred, pledged, hypothecated or otherwise disposed of and is subject to a risk of forfeiture within the applicable vesting period (3 to 5 years).

        During 2002, AIMCO did not repurchase any shares of AIMCO Class A Common Stock (and the Partnership did not purchase any common OP Units from AIMCO). During 2001, AIMCO repurchased and retired approximately 772,000 shares of AIMCO Class A Common Stock (and the Partnership purchased approximately 772,000 common OP Units from AIMCO) at an average price of $43.15 per share.

High Performance Units

        In January 1998, the Partnership sold an aggregate of 15,000 Class I High Performance Partnership Units (Class I Units) to a joint venture comprised of fourteen members of AIMCO's senior management and to three of AIMCO's independent directors for $2.1 million in cash. The value of these Class I Units was determined on December 31, 2000 and the 15,000 Class I Units converted to 2,379,084 Class I Units in January 2001. The holders of these units will receive distributions and allocations of income and loss from the Partnership in the same amounts and at the same times as would holders of the same number of OP Units. In June 2001, AIMCO shareholders approved the sale by the Partnership of an aggregate of 15,000 of its Class II, III and IV High Performance Partnership Units. In June 2002, AIMCO shareholders approved the sale by the Partnership of an aggregate of 5,000 of its Class V High Performance Partnership Units (see Note 20).

Investment in AIMCO

        In 1998, AIMCO issued 1.0 million shares of Class J Preferred Stock for proceeds of $100.0 million. The proceeds were contributed by AIMCO to the Partnership in exchange for 1.0 million Class J Preferred Units. Concurrently, the Partnership issued 250,000 Class J Preferred Units valued at $25.0 million to AIMCO, in exchange for 250,000 shares of Class J Preferred Stock. In June 2000, the Partnership converted 250,000 shares of AIMCO Class J Cumulative Convertible Preferred Stock, with a liquidation value of $25 million, into 625,000 shares of AIMCO Class A Common Stock. In connection with this conversion, 41,991 shares of AIMCO Class A Common Stock, valued at $1.5 million, were exchanged by the Partnership for common OP Units held by a limited partner. In 2001, 198,269 shares of AIMCO Class A Common Stock, valued at $7.1 million, were exchanged by the Partnership for common OP Units held by a limited partner. The

F-31


investment in AIMCO's Class A Common Stock is presented in the accompanying financial statements as a reduction to partners' capital.

NOTE 17 — Stock Option Plans and Stock Warrants

        AIMCO, from time to time, will issue stock options and stock warrants. Upon exercise of the stock options or stock warrants, AIMCO must contribute the proceeds received to the Partnership in exchange for common OP Units in the same number as shares of AIMCO Class A Common Stock issued in connection with the exercised stock options or stock warrants. Therefore, the following disclosures are made pertaining to AIMCO's stock options and stock warrants.

        AIMCO's Board of Directors has adopted the 1994 Stock Option Plan of Apartment Investment and Management Company (the "1994 Plan"), the Apartment Investment and Management Company 1996 Stock Award and Incentive Plan (the "1996 Plan"), the Apartment Investment and Management Company 1997 Stock Award and Incentive Plan (the "1997 Plan") and the Apartment Investment and Management Company Non-Qualified Employee Stock Option Plan (the "Non-Qualified Plan") to attract and retain officers, key employees and independent directors. The 1994 Plan provides for the granting of a maximum of 150,000 options to purchase common shares. The 1996 Plan provides for the granting of a maximum of 500,000 options to purchase common shares. The 1997 Plan provides for the granting of a maximum of 20,000,000 options to purchase common shares. The Non-Qualified Plan provides for the granting of a maximum of 500,000 options to purchase common shares and allows for the granting of non-qualified stock options. The 1994 Plan, the 1996 Plan and the 1997 Plan allow for the grant of incentive and non-qualified stock options, and together with the Non-Qualified Plan, are administered by the Compensation Committee of the Board of Directors of AIMCO. The 1994 Plan also provides for a formula grant of the non-qualified stock options to the independent directors to be administered by the Board of Directors of AIMCO to the extent necessary. The exercise price of the options granted may not be less than the fair market value of the common stock at the date of grant. The term of the incentive and non-qualified options is ten years from the date of grant. The options vest over a period of one to five years from the date of grant. Terms may be modified at the discretion of the Compensation Committee of the Board of Directors of AIMCO.

        AIMCO has elected to follow Accounting Principles Board Opinion No. 25, Accounting for Stock Issued to Employees ("APB 25") and related interpretations in accounting for its employee stock options because, as discussed below, the alternative fair value accounting provided for under Statement of Financial Accounting Standards No. 123, Accounting for Stock-Based Compensation ("SFAS 123"), requires the use of option valuation models that were not developed for use in valuing employee stock options and warrants. Under APB 25, because the exercise price of AIMCO's employee stock options and warrants equals the market price of the underlying stock on the date of grant, no compensation expense is recognized.

        Pro forma information regarding net income and earnings per share is required by SFAS 123, which also requires that the information be determined as if AIMCO had accounted for its employee stock options and warrants granted subsequent to December 31, 1994 under the fair value method. The fair value for these options and warrants was estimated at the date of grant using a Black-Scholes valuation model with the following assumptions:

 
  2002
  2001
  2000
 
Risk free interest rate   4.2 % 4.4 % 6.1 %
Expected dividend yield   7.5 % 6.9 % 6.8 %
Volatility factor of the expected market price of the Company's Common Stock   0.210   0.193   0.192  
Weighted average expected life of options   4.5 years   4.5 years   4.5 years  

        The Black-Scholes valuation model was developed for use in estimating the fair value of traded options and for warrants which have no vesting restrictions and are fully transferable. In addition, the valuation model requires the input of highly subjective assumptions including the expected stock price volatility. AIMCO's stock options and warrants have characteristics significantly different from those of traded options and warrants; therefore, changes in the subjective input assumptions can materially affect the fair value estimate.

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        For purposes of pro forma disclosures, the estimated fair values of the options are amortized over the options' vesting period. AIMCO's pro forma information for the years ended December 31, 2002, 2001 and 2000 is as follows (in thousands, except per share data):

 
  2002
  2001
  2000
Reported net income attributable to common stockholders   $ 75,488   $ 17,021   $ 35,995
  Less compensation expense (pro forma)     7,587     3,241     4,599
   
 
 
Pro forma net income attributable to common stockholders   $ 67,901   $ 13,780   $ 31,396
   
 
 

Basic earnings per common share:

 

 

 

 

 

 

 

 

 
  Reported   $ 0.88   $ 0.23   $ 0.53
  Pro forma   $ 0.79   $ 0.19   $ 0.46
Diluted earnings per common share:                  
  Reported   $ 0.87   $ 0.23   $ 0.52
  Pro forma   $ 0.78   $ 0.19   $ 0.45

        The effects of applying SFAS 123 in calculating pro forma income attributable to common stockholders and pro forma basic earnings per share may not necessarily be indicative of the effects of applying SFAS 123 to future years' earnings.

        The following table summarizes the option and warrant activity for the years ended December 31, 2002, 2001 and 2000:

 
  2002
  2001
  2000
 
  Options
and
Warrants

  Weighted
Average
Exercise
Price

  Options
and
Warrants

  Weighted
Average
Exercise
Price

  Options
and
Warrants

  Weighted
Average
Exercise
Price

Outstanding at beginning of year   8,323,000   $ 38.71   8,235,000   $ 37.80   8,660,000   $ 37.78
Granted   2,070,000     43.79   1,126,000     47.18   219,000     39.89
Exercised   (1,054,000 )   36.05   (547,000 )   34.94   (594,000 )   17.31
Forfeited   (70,000 )   41.17   (491,000 )   38.34   (50,000 )   37.02
   
 
 
 
 
 
Outstanding at end of year   9,269,000   $ 40.13   8,323,000   $ 38.71   8,235,000   $ 37.80
Exercisable at end of year   4,295,000   $ 38.09   3,925,000   $ 37.31   3,942,000   $ 37.54
Weighted-average fair value of options and warrants granted during the year       $ 3.52       $ 3.92       $ 4.65

        As of December 31, 2002, outstanding and exercisable options and warrants have the following ranges of exercise prices and remaining weighted-average contractual lives:

 
  Range of Exercise Price
 
  $17.13 to $35.44
  $36.50 to $39.94
  $40.00 to $49.05
  Total
Outstanding:                        
  Number of options and warrants     136,000     5,427,000     3,706,000     9,269,000
  Weighted average exercise price   $ 29.13   $ 37.53   $ 44.34   $ 40.13
  Weighted average remaining life     2.30 years     5.40 years     7.82 years     6.32 years
Exercisable:                        
  Number of options and warrants     133,000     3,408,000     754,000     4,295,000
  Weighted average exercise price   $ 28.97   $ 37.36   $ 42.90   $ 38.09
  Weighted average remaining life     2.25 years     6.73 years     7.86 years     5.13 years

        On December 14, 1998, AIMCO sold, in a private placement, 1.4 million Class B Partnership Preferred Units (the "Class B Preferred Units") of a subsidiary of the Partnership for $30.85 million. As a part of the transaction, AIMCO also sold a warrant to purchase 875,000 shares of AIMCO Class A Common Stock for $4.15 million. On January 14, 2002, AIMCO

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redeemed the Class B Preferred Units, paid accrued dividends and settled the warrant for a total of 447,991 shares of AIMCO Class A Common Stock and 444,247 common OP Units.

        On December 2, 1997, AIMCO issued warrants (the "Oxford Warrants") exercisable to purchase up to an aggregate of 500,000 shares of AIMCO Class A Common Stock at $41 per share. The Oxford Warrants were issued to affiliates of Oxford Realty Financial Group, Inc., a Maryland corporation ("Oxford"), in connection with the amendment of certain agreements pursuant to which the Company manages properties formerly controlled by Oxford or its affiliates. The Oxford Warrants were amended in connection with the acquisition of the Oxford entities in September 2000, are currently exercisable and expire on December 31, 2006.

        Effective January 1, 2003, AIMCO adopted the accounting provisions of SFAS 123 and will transition using the prospective method. Under this method, AIMCO will now apply the fair value recognition provisions of SFAS 123 to all employee awards granted, modified, or settled on or after January 1, 2003, which will result in compensation expense being recorded based on the fair value of the stock option.

        AIMCO also grants restricted stock awards as part of its equity compensation plan. For the years ended December 31, 2002, 2001 and 2000, AIMCO granted restricted stock awards with weighted average fair values per share of $43.65, $47.82 and $40.14, respectively. These awards are amortized to compensation expense over the applicable vesting period (3 to 5 years).

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NOTE 18 — Earnings per Unit

        The following table illustrates the calculation of basic and diluted earnings per unit for the years ended December 31, 2002, 2001 and 2000 (in thousands, except per unit data):

 
  2002
  2001
  2000
 
Numerator:                    
Income from continuing operations   $ 203,467   $ 117,009   $ 105,362  
Less: Net income attributable to preferred unitholders     (107,646 )   (100,134 )   (70,217 )
   
 
 
 
Numerator for basic and diluted earnings per unit — Income from continuing operations   $ 95,821   $ 16,875   $ 35,145  
   
 
 
 
Net income   $ 206,202   $ 121,064   $ 109,717  
Less: Net income attributable to preferred unitholders     (107,646 )   (100,134 )   (70,217 )
   
 
 
 
Numerator for basic and diluted earnings per unit — Net income attributable to common unitholders   $ 98,556   $ 20,930   $ 39,500  
   
 
 
 
Denominator:                    
Denominator for basic earnings per unit — weighted average number of units outstanding     98,093     83,770     74,427  
Effect of dilutive securities:                    
Dilutive potential units     1,075     1,190     1,490  
   
 
 
 
Denominator for diluted earnings per unit     99,168     84,960     75,917  
   
 
 
 
Earnings per unit:                    
Basic earnings per unit:                    
  Income from continuing operations (net of preferred distributions)   $ 0.97   $ 0.20   $ 0.47  
  Discontinued operations     0.03     0.05     0.06  
   
 
 
 
  Net income attributable to common unitholders   $ 1.00   $ 0.25   $ 0.53  
   
 
 
 
Diluted earnings per unit:                    
  Income from continuing operations (net of preferred distributions)   $ 0.96   $ 0.20   $ 0.46  
  Discontinued operations     0.03     0.05     0.06  
   
 
 
 
  Net income attributable to common unitholders   $ 0.99   $ 0.25   $ 0.52  
   
 
 
 

        The Class B Preferred Units, the Class K Preferred Units, the Class L Preferred Units, the Class M Preferred Units, the Class N Preferred Units, the Class O Preferred Units and the Class P Preferred Units are convertible (see Note 16). The Class C Preferred Units, the Class D Preferred Units, the Class G Preferred Units, the Class H Preferred Units, the Class Q Preferred Units and the Class R Preferred Units are not convertible. All of the convertible preferred OP Units are anti-dilutive on an "as converted" basis, therefore, all of the distributions are deducted to arrive at the numerator and no additional units are included in the denominator. Vested and unvested stock options, together with units issued for non-recourse notes receivable, and restricted stock awards totaling approximately 3.6 million for the year ended December 31, 2002 have been excluded from diluted earnings per unit as their effect would be anti-dilutive. For the years ended December 31, 2001 and 2000, no material amounts of vested and unvested stock options, non-recourse shares or restricted stock awards were excluded as their effect was dilutive.

NOTE 19 — Recent Accounting Developments

        In July 2001, the FASB issued Statement of Financial Accounting Standard No. 141, Business Combinations ("SFAS 141") and Statement of Financial Accounting Standard No. 142, Goodwill and Other Intangible Assets ("SFAS 142"). SFAS 141 requires the Company to reflect intangible assets apart from goodwill and supercedes previous guidance related to business combinations. The requirements of SFAS 141 are effective for any business combination accounted for by the purchase method that is completed after June 30, 2001. The adoption of SFAS 141 did not have a material effect on the Company's consolidated financial position or results of operations taken as a whole. SFAS 142 eliminates amortization of goodwill and indefinite lived intangible assets and requires the Company to perform impairment tests at least annually on all goodwill and other indefinite lived intangible assets. The Company adopted the requirements of SFAS 142 beginning January 1, 2002, and has completed the transitional goodwill impairment test required by SFAS 142 and did not identify any impairments.

F-35


        The adoption of the non-amortization provision of SFAS 142 affected net income and earnings per unit for the years ended December 31, 2002, and would have affected net income and earnings per unit for the years ended December 31, 2001 and 2000, as shown below (in thousands, except per unit amounts):

 
  Years Ended December 31,
 
  2002
  2001
  2000
Reported income from continuing operations   $ 203,467   $ 117,009   $ 105,362
  Add back: goodwill amortization         7,899     7,440
   
 
 
  Adjusted income from continuing operations   $ 203,467   $ 124,908   $ 112,802
   
 
 
Reported net income   $ 206,202   $ 121,064   $ 109,717
  Add back: goodwill amortization         7,899     7,440
   
 
 
  Adjusted net income   $ 206,202   $ 128,963   $ 117,157
   
 
 
Basic earnings per unit:                  
  Income from continuing operations (net of preferred distributions)   $ 0.97   $ 0.20   $ 0.47
  Goodwill amortization         0.09     0.10
   
 
 
  Adjusted income from continuing operations   $ 0.97   $ 0.29   $ 0.57
   
 
 
  Reported net income attributable to common unitholders   $ 1.00   $ 0.25   $ 0.53
  Goodwill amortization         0.09     0.10
   
 
 
  Adjusted net income attributable to common unitholders   $ 1.00   $ 0.34   $ 0.63
   
 
 
Diluted earnings per unit:                  
  Income from continuing operations (net of preferred distributions)   $ 0.96   $ 0.20   $ 0.46
  Goodwill amortization         0.09     0.10
   
 
 
  Adjusted income from continuing operations   $ 0.96   $ 0.29   $ 0.56
   
 
 
  Reported net income attributable to common unitholders   $ 0.99   $ 0.25   $ 0.52
  Goodwill amortization         0.09     0.10
   
 
 
  Adjusted net income attributable to common unitholders   $ 0.99   $ 0.34   $ 0.62
   
 
 

        In April 2002, the FASB issued Statement of Financial Accounting Standard No. 145, Rescission of FASB Statements No. 4, 44, and 64, Amendment of FASB Statement No. 13, and Technical Corrections ("SFAS 145"). SFAS 145 rescinds Statement of Financial Accounting Standard No. 4 ("SFAS 4"), which required all gains and losses from extinguishment of debt to be aggregated and, if material, classified as an extraordinary item, net of related income tax effect. Historically, the Company has included these costs in interest expense. Statement of Financial Accounting Standard No. 64 amended SFAS 4, and is no longer necessary because SFAS 4 has been rescinded. Statement of Financial Accounting Standard No. 44 and the amended sections of Statement of Financial Accounting Standard No. 13 are not applicable to the Company and therefore have no effect on the Company's financial statements. SFAS 145 is effective for fiscal years beginning after May 15, 2002, with early application encouraged. The adoption of SFAS 145 did not have a material effect on the Company's consolidated financial condition or results of operations taken as whole because the Company has previously included these costs in interest expense.

        In July 2002, the FASB issued Statement No. 146 "Accounting for Costs Associated with Exit or Disposal Activities" ("SFAS 146"). SFAS 146 requires that expenses associated with restructuring charges be accrued as liabilities in the period in which the liability is incurred. We are required to adopt SFAS 146 on January 1, 2003. The Company does not anticipate that the adoption of SFAS 146 will have a material impact on the Company's consolidated financial condition or results of operations taken as a whole.

        In November 2002, the FASB issued Interpretation No. 45 "Guarantor's Accounting and Disclosure Requirements for Guarantees, Including Indirect Guarantees of Indebtedness of Others" ("FIN 45"). FIN 45 requires a guarantor to recognize, at the inception of certain guarantees, a liability for the fair value of the obligation undertaken in issuing the

F-36


guarantee. The accounting provisions and new disclosure requirements of FIN 45 are required to be adopted for all guarantees issued or modified on or after January 1, 2003. The Company does not anticipate that the adoption of FIN 45 will have a material impact on the Company's consolidated financial condition or results of operations taken as a whole.

        In December 2002, the FASB issued Statement No. 148 "Accounting for Stock-Based Compensation-Transition and Disclosure" ("SFAS 148"). SFAS 148 amends SFAS 123, "Accounting for Stock-Based Compensation," to provide transition alternatives for adopting the accounting provisions of SFAS 123 and also amends the disclosure requirements of SFAS 123. Additionally, SFAS 148 requires disclosures in both annual and interim financial statements about the method of accounting for stock-based employee compensation and the effect of the method used on reported results. AIMCO adopted the disclosure provisions of SFAS 148 in Note 17 of these consolidated financial statements. The transition provisions of SFAS 148 will be adopted on January 1, 2003 when AIMCO adopts the accounting provisions of SFAS 123. See Note 17 for information on the impact the adoption of SFAS 148 will have on AIMCO's consolidated financial condition and results of operations.

        In January 2003, the FASB issued Interpretation No. 46 "Consolidation of Variable Interest Entities" ("FIN 46"). In general, a variable interest entity is a corporation, partnership, trust, or any other legal structure used for business purposes that either (a) does not have equity investors with voting rights or (b) has equity investors that do not provide sufficient financial resources for the entity to support its activities. A variable interest entity often holds financial assets, including loans or receivables, real estate or other property. A variable interest entity may be essentially passive or it may engage in activities on behalf of another company. Until now, a company generally has included another entity in its consolidated financial statements only if it controlled the entity through voting interests. FIN 46 changes that by requiring a variable interest entity to be consolidated by a company if that company is subject to a majority of the risk of loss from the variable interest entity's activities or entitled to receive a majority of the entity's residual returns or both. FIN 46's consolidation requirements apply immediately to variable interest entities created or acquired after January 31, 2003. The consolidation requirements apply to older entities in the first fiscal year or interim period beginning after June 15, 2003. Certain of the disclosure requirements apply in all financial statements issued after January 31, 2003, regardless of when the variable interest entity was established. The Company has adopted FIN 46 effective January 31, 2003. The Company does not anticipate that the adoption of FIN 46 will have a material impact on the Company's consolidated financial condition or results of operations taken as a whole.

NOTE 20 — Dilutive Securities

        In January 1998, AIMCO shareholders approved the sale by the Partnership of an aggregate of 15,000 Class I Units to a joint venture comprised of fourteen members of AIMCO's senior management and to three of AIMCO's independent directors for $2.1 million in cash. The value of these units was determined on December 31, 2000 and the 15,000 units were adjusted to 2,379,084 units in January 2001. The holders of these units receive distributions and allocations of income and loss from the Partnership in the same amounts and at the same times as would holders of the same number of common OP Units.

        In June 2001, AIMCO stockholders approved the sale by the Partnership of an aggregate of 15,000 of its Class II, III, and IV High Performance Partnership Units (the "Class II Units," "Class III Units" and "Class IV Units," respectively) to three limited liability companies owned by a limited number of AIMCO employees for an aggregate offering price of $4.9 million.

        The valuation period for the Class III Units ended on December 31, 2002, with no value added, and therefore the allocable investment made by the holders of $1.793 million was lost. The valuation period for the Class II Units had previously ended on December 31, 2001, with no value added, and therefore the allocable investment made by the holders of $1.275 million was lost. The valuation period for the Class IV Units ends December 31, 2003.

        On April 26, 2002, AIMCO stockholders approved the sale by the Partnership of up to 5,000 of its Class V High Performance Partnership Units (the "Class V Units," together with the Class II Units, Class III Units and Class IV Units, the "High Performance Units"), to a limited liability company owned by a limited number of AIMCO employees for an aggregate offering price of up to $1.1 million. An aggregate of 4,398 Class V Units were sold, for an aggregate offering price of $938,000. The Class V Units have identical characteristics to the Class IV Units sold in 2001, except for the dilutive impact limit, which was reduced from 1.5% to 1.0%, and a different three-year measurement period. The valuation period of the Class V Units began on January 1, 2002 and will end on December 31, 2004.

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        At December 31, 2002, the Company did not meet the required measurement benchmarks for Class IV Units or Class V Units, and therefore, the Company has not recorded any value to the High Performance Units in the consolidated financial statements as of December 31, 2002, and such High Performance Units have had no dilutive effect. The table below illustrates the calculation of the value of High Performance Units at December 31, 2002 (in thousands):

Class of
High
Performance
Unit

  Final
Valuation
Date

  AIMCO
Total
Return (1)

  Morgan
Stanley
REIT Index

  Minimum
Return

  Out-
performance
Return

  Average
Market
Capitalization

  Out-
performance
Stockholder
Value Added (2)

  Value of High
Performance
Units (3)

  OP Unit
Dilution

  OP Unit
Dilution %

 
Class III   December 31, 2002   -11.40 % 16.94 % 23.21 % 0.00 % $ 4,063,336   $ 0   $ 0   0   0.00 %
Class IV   December 31, 2003   -11.40 % 16.94 % 23.21 % 0.00 % $ 4,063,336   $ 0   $ 0   0   0.00 %
Class V   December 31, 2004   -11.58 % 3.64 % 11.00 % 0.00 % $ 4,269,792   $ 0   $ 0   0   0.00 %

(1)
Calculated based on a $48.36 starting price for Class III Units and Class IV Units and a $45.19 starting price for Class V Units, dividend reinvestment on the dividend payment date using the closing price for that date, and an ending price based on an average of the volume weighted average trading price for the 20 trading days immediately preceding the end of the period.

(2)
Outperformance Return multiplied by Average Market Capitalization.

(3)
Outperformance Stockholder Value Added multiplied by 5%.

        The Company has additional dilutive securities, which include options, warrants, convertible preferred securities and convertible debt securities. The following table presents the total number of OP Units that would be outstanding if all dilutive securities were converted or exercised (not all of which are included in the fully diluted unit count) as of December 31, 2002:

Type of Security

  As of December 31, 2002
Common OP Units   103,452,171
High Performance Units   2,379,084
Vested options and warrants   4,505,561
Convertible preferred OP Units   12,154,859
Convertible debt securities   305,783
   
Total   122,797,458
   

F-38


NOTE 21 — Transactions with Affiliates

        The Company earns revenue from unconsolidated real estate partnerships in which the Company is the general partner and has a 21% average ownership interest and earns fees from consolidated real estate partnerships. These revenues include property management services, partnership and asset management services, transactional services such as refinancing, construction supervisory and disposition services. Also, the Company is reimbursed for its costs in connection with the management of the unconsolidated real estate partnerships. Fees earned for these services for the years ended December 31, 2002, 2001 and 2000 were $87.2 million, $128.8 million and $137.3 million, respectively, and include fees earned by the previously unconsolidated subsidiaries in 2000. The total accounts receivable due from affiliates was $47.1 million, net of allowance for doubtful accounts of $4.1 million, at December 31, 2002, and $35.3 million, net of allowance for doubtful accounts of $5.6 million at December 31, 2001.

        Additionally, the Company earns interest income on notes from unconsolidated and consolidated real estate partnerships, in which the Company is the general partner and holds either par value or discounted notes. Interest income earned on par value notes totaled $26.6 million, $26.0 million, and $25.6 million for the years ended December 31, 2002, 2001 and 2000, respectively. Accretion income earned on discounted notes totaled $36.8 million, $9.9 million, and $26.4 million for the years ended December 31, 2002, 2001 and 2000, respectively. See Note 7 for additional information on notes receivable primarily from unconsolidated real estate partnerships.

        The accounts receivable and notes receivable from affiliates due from consolidated real estate partnerships are fully eliminated in the consolidated balance sheets. The income from services and interest income earned on notes from consolidated real estate partnerships is eliminated in the consolidated statements of income to the extent of the Company's ownership. Any intercompany profits on income earned from unconsolidated real estate partnerships is eliminated in the consolidated statements of income to the extent of the Company's ownership.

NOTE 22 — Employee Benefit Plans

        The Company offers medical, dental, life and short-term and long-term disability benefits to employees of the Company through insurance coverage of Company-sponsored plans. The medical and dental plans are self-funded and are administered by independent third parties. In addition, the Company also participates in a 401(k) defined-contribution employee savings plan. Employees who have completed six months of service are eligible to participate. The Company matches 50% to 100% of the participant's contributions to the plan up to a maximum of 6% of the participant's prior year compensation. The Company match percentage is based on employee tenure. The expense incurred by the Company totaled approximately $2.6 million, $2.8 million and $3.7 million in 2002, 2001 and 2000, respectively.

F-39


NOTE 23 — Unaudited Summarized Consolidated Quarterly Information and Significant Adjustments

        Summarized unaudited consolidated quarterly information for 2002 and 2001 is provided below (amounts in thousands, except per unit amounts).

 
  Quarter (1)
 
Year Ended December 31, 2002

 
  First
  Second
  Third
  Fourth
 
Rental and other property revenues   $ 318,323   $ 347,748   $ 356,362   $ 383,251  
Income from property operations     199,391     208,912     209,558     226,411  
Management fees and other income primarily from affiliates     22,617     25,675     24,036     28,222  
Income from investment management business     4,497     6,367     751     6,647  
Income from continuing operations     69,444     75,146     51,410     7,467  
Income (loss) from discontinued operations     9,480     (8,568 )   2,046     (223 )
Net income     78,924     66,578     53,456     7,244  
Earnings (loss) per unit — basic:                          
Income (loss) from continuing operations (net of preferred distributions)   $ 0.47   $ 0.47   $ 0.25   $ (0.17 )
  Net income (loss) attributable to common unitholders   $ 0.58   $ 0.38   $ 0.27   $ (0.17 )
Earnings (loss) per unit — diluted:                          
Income (loss) from continuing operations (net of preferred distributions)   $ 0.46   $ 0.47   $ 0.25   $ (0.17 )
  Net income (loss) attributable to common unitholders   $ 0.57   $ 0.38   $ 0.27   $ (0.17 )
Weighted average units outstanding     86,856     96,276     104,589     104,649  
Weighted average units and equivalents outstanding     88,251     98,173     105,493     104,649  
 
 

Quarter (1)

Year Ended December 31, 2001

  First
  Second
  Third
  Fourth
Rental and other property revenues   $ 304,408   $ 305,329   $ 305,438   $ 309,492
Income from property operations     194,276     186,838     196,251     181,581
Management fees and other income primarily from affiliates     36,857     35,084     46,728     39,698
Income from investment management business     5,773     8,291     9,833     3,694
Income from continuing operations     14,507     32,156     29,236     41,110
Income (loss) from discontinued operations     830     1,694     (82 )   1,613
Net income     15,337     33,850     29,154     42,723
Earnings (loss) per unit — basic:                        
Income (loss) from continuing operations (net of preferred distributions)   $ (0.08 ) $ 0.09   $ 0.02   $ 0.16
  Net income (loss) attributable to common unitholders   $ (0.07 ) $ 0.11   $ 0.02   $ 0.18
Earnings (loss) per unit — diluted:                        
Income (loss) from continuing operations (net of preferred distributions)   $ (0.08 ) $ 0.09   $ 0.02   $ 0.16
  Net income (loss) attributable to common unitholders   $ (0.07 ) $ 0.11   $ 0.02   $ 0.18
Weighted average units outstanding     81,750     84,872     85,420     83,039
Weighted average units and equivalents outstanding     81,750     86,351     86,826     84,913

(1)
Certain reclassifications have been made to 2002 and 2001 quarterly amounts to conform to the full year 2002 presentation, including certain eliminations of self-charged income, as well as the treatment of discontinued operations.

        During the quarter ended December 31, 2002, the Company recorded in gain (loss) on dispositions of real estate a loss of $38.0 million. This $38.0 million loss resulted primarily from a change in estimate due to better insight into information related to the finalization of the recording of purchase price accounting to appropriate entities acquired in past acquisitions and the related historical estimation process in determining the carrying value of assets sold. The recognition of this amount in the current period is considered to be a change in estimate associated with the historical estimated gain or loss on the sale of these properties. In the prior quarters, the Company recognized a gain of approximately $10.0 million related to this same change in estimate, resulting in a total change in estimate for the year ended December 31, 2002 of $28.0 million. The

F-40


recognition of this change in estimate resulted in a decrease in basic earnings per unit of $0.29 and diluted earnings per unit of $0.28 for the year ended December 31, 2002.

        During the quarter ended December 31, 2001, the Company recorded the following adjustments affecting previous quarters. These adjustments, in total, did not have an overall material impact on net income for any one quarter.

Adjustment

  Income
(Expense)

 
 
  (in thousands)

 
Interest expense   $ 15,283  
Capitalized costs     4,629  
Income from property operations     (7,421 )
Distributions to minority partners in excess of income     (9,207 )
Insurance claim losses     (4,016 )
Interest and other income     (3,400 )
Depreciation and amortization expense     (424 )
Health insurance     (1,950 )
Other     (922 )
   
 
Impact on net income for the quarter ended December 31, 2001   $ (7,428 )
   
 

F-41


NOTE 24 — Industry Segments

        The Company has two reportable segments: real estate (owning and operating apartments); and investment management business (providing, to third parties and affiliates, services relating to the apartment business). The Company owns and operates apartment communities throughout the United States and Puerto Rico that generate rental and other property related income through the leasing of apartment units to a diverse base of residents. The Company separately evaluates the performance of each of its apartment communities. However, because each of its apartment communities has similar economic characteristics, the apartment communities have been aggregated into a single apartment communities, or real estate, segment. The Company considers disclosure of different components of the multifamily housing business to be useful. All real estate revenues are from external customers and no revenues are generated from transactions with other segments. A significant portion of the revenues earned in the investment management business are from transactions with affiliates in the real estate segment. In 2002, the Company formed Aimco Capital to integrate affordable property operations within its real estate segment, and asset management and transaction activities within its investment management business.

        No single resident or related group of residents contributed 10% or more of total revenues during the years ended December 31, 2002, 2001 or 2000. The Company also manages apartment properties and provides other services for third parties and affiliates through its investment management business segment. As disclosed, a significant portion of the revenues of the investment management business is from affiliates.

        A performance measure the Company uses for each segment is its contribution to free cash flow ("Free Cash Flow" or "FCF"). The Company defines Free Cash Flow as net operating income less the capital spending required to maintain and improve the related assets. Free Cash Flow measures profitability prior to the cost of capital. Other performance measures the Company uses include funds from operations, adjusted funds from operations and earnings before structural depreciation. The Company deducts Capital Replacement spending to arrive at Free Cash Flow and adjusted funds from operations. In addition, beginning in the second quarter of 2002, the Company began deducting Capital Enhancement spending. This additional deduction is reflected on a prospective basis. Certain reclassifications have been made to 2001 and 2000 amounts to conform to the 2002 presentation. These reclassifications primarily represent presentation changes related to discontinued operations resulting from the adoption of SFAS 144 in 2002.

        The following tables present the contribution (separated between consolidated and unconsolidated activity) to the Company's Free Cash Flow for the years ended December 31, 2002, 2001 and 2000, from these segments, and a reconciliation of Free Cash Flow to funds from operations, funds from operations less actual spending for Capital Replacements and Capital Enhancements, and net income (in thousands, except equivalent units (ownership effected) and monthly rents):

F-42



FREE CASH FLOW FROM BUSINESS COMPONENTS
For the Years Ended December 31, 2002, 2001 and 2000
(in thousands, except unit data)

 
  2002
 
 
  Consolidated
  Unconsolidated
  Total
  %
 
Real Estate                        
  Conventional                        
    Average monthly rent greater than $1,200 per unit (equivalent units of 8,464, 4,589 and 2,303 for 2002, 2001 and 2000)   $ 82,986   $ 3,630   $ 86,616   10.7 %
    Average monthly rent $1,000 to $1,200 per unit (equivalent units of 6,789, 4,484 and 2,532 for 2002, 2001 and 2000)     53,722     2,880     56,602   7.0 %
    Average monthly rent $900 to $1,000 per unit (equivalent units of 11,900, 9,068 and 4,832 for 2002, 2001 and 2000)     90,610     3,153     93,763   11.6 %
    Average monthly rent $800 to $900 per unit (equivalent units of 12,635, 12,680, and 6,851 for 2002, 2001 and 2000)     79,742     2,334     82,076   10.2 %
    Average monthly rent $700 to $800 per unit (equivalent units of 19,555, 18,763, and 10,608 for 2002, 2001 and 2000)     95,816     6,296     102,112   12.7 %
    Average monthly rent $600 to $700 per unit (equivalent units of 34,718, 36,556, and 30,422 for 2002, 2001 and 2000)     139,478     11,861     151,339   18.8 %
    Average monthly rent $500 to $600 per unit (equivalent units of 37,971, 37,701, and 40,529 for 2002, 2001 and 2000)     121,294     10,135     131,429   16.3 %
    Average monthly rent less than $500 per unit (equivalent units of 19,832, 17,267, and 21,455 for 2002, 2001 and 2000)     35,979     1,105     37,084   4.6 %
   
 
 
 
 
      Subtotal conventional real estate contribution to Free Cash Flow     699,627     41,394     741,021   91.9 %
   
 
 
 
 
  Affordable (equivalent units of 21,225, 13,169, and 14,179 for 2002, 2001 and 2000)     49,856     20,699     70,555   8.7 %
  College housing (average rent of $610, $581 and $662 per month for 2002, 2001 and 2000) (equivalent units of 2,841, 3,021, and 2,860 for 2002, 2001 and 2000)     12,390     281     12,671   1.6 %
  Other real estate     3,536     106     3,642   0.5 %
  Minority interest     (82,045 )       (82,025 ) (10.2 )%
   
 
 
 
 
      Total real estate contribution to Free Cash Flow     683,364   (1)   62,480     745,844   92.5 %

Investment Management Business

 

 

 

 

 

 

 

 

 

 

 

 
  Management contracts (property and asset management)                        
    Controlled Properties     16,996         16,996   2.1 %
    Third party with terms in excess of one year     2,364         2,364   0.3 %
    Third party cancelable in 30 days     1,049         1,049   0.1 %
  Insurance operations     (7,021 )       (7,021 ) (0.8 )%
   
 
 
 
 
      Investment management business contribution to Free Cash Flow before activity based fees     13,388         13,388   1.7 %
  Activity based fees     8,900         8,900   1.1 %
   
 
 
 
 
      Total investment management business contribution to Free Cash Flow     22,288   (2)       22,288   2.8 %

Interest and Other Income

 

 

 

 

 

 

 

 

 

 

 

 
  Transactional income     44,539         44,539   5.5 %
  General partner loan interest     26,584         26,584   3.3 %
  Money market and interest bearing accounts     2,571         2,571   0.3 %
  Interest from AIMCO     4,396         4,396   0.5 %
   
 
 
 
 
      Total interest and other income contribution to Free Cash Flow     78,090         78,090   9.6 %

General and administrative expenses

 

 

(20,344

)

 


 

 

(20,344

)

(2.5

)%
Other expenses     (10,200 )       (10,200 ) (1.3 )%
Provision for losses on accounts, fees and notes receivable     (9,006 )       (9,006 ) (1.1 )%
   
 
 
 
 
Free Cash Flow (FCF) (4)   $ 744,192   $ 62,480   $ 806,672   100.0 %

[Additional columns below]

F-43



FREE CASH FLOW FROM BUSINESS COMPONENTS
For the Years Ended December 31, 2002, 2001 and 2000
(in thousands, except unit data)

 
  2001
  2000
 
 
  Consolidated
  Unconsolidated
  Total
  %
  Consolidated
  Unconsolidated
  Total
  %
 
Real Estate                                              
  Conventional                                              
    Average monthly rent greater than $1,200 per unit (equivalent units of 8,464, 4,589 and 2,303 for 2002, 2001 and 2000)   $ 42,269   $ 5,674   $ 47,943   6.1 % $ 19,842   $ 5,075   $ 24,917   3.7 %
    Average monthly rent $1,000 to $1,200 per unit (equivalent units of 6,789, 4,484 and 2,532 for 2002, 2001 and 2000)     43,709     3,145     46,854   6.0 %   24,494     5,511     30,005   4.4 %
    Average monthly rent $900 to $1,000 per unit (equivalent units of 11,900, 9,068 and 4,832 for 2002, 2001 and 2000)     76,075     2,662     78,737   10.0 %   25,448     3,281     28,729   4.3 %
    Average monthly rent $800 to $900 per unit (equivalent units of 12,635, 12,680, and 6,851 for 2002, 2001 and 2000)     90,672     4,986     95,658   12.2 %   58,797     3,035     61,832   9.2 %
    Average monthly rent $700 to $800 per unit (equivalent units of 19,555, 18,763, and 10,608 for 2002, 2001 and 2000)     95,862     8,842     104,704   13.4 %   60,197     10,660     70,857   10.5 %
    Average monthly rent $600 to $700 per unit (equivalent units of 34,718, 36,556, and 30,422 for 2002, 2001 and 2000)     169,790     14,706     184,496   23.5 %   135,860     20,694     156,554   23.2 %
    Average monthly rent $500 to $600 per unit (equivalent units of 37,971, 37,701, and 40,529 for 2002, 2001 and 2000)     124,565     12,458     137,023   17.5 %   139,367     19,094     158,461   23.5 %
    Average monthly rent less than $500 per unit (equivalent units of 19,832, 17,267, and 21,455 for 2002, 2001 and 2000)     35,065     2,297     37,362   4.8 %   50,658     5,613     56,271   8.3 %
   
 
 
 
 
 
 
 
 
      Subtotal conventional real estate contribution to Free Cash Flow     678,007     54,770     732,777   93.5 %   514,663     72,963     587,626   87.1 %
   
 
 
 
 
 
 
 
 
  Affordable (equivalent units of 21,225, 13,169, and 14,179 for 2002, 2001 and 2000)     17,360     26,096     43,456   5.5 %   21,343     30,133     51,476   7.6 %
  College housing (average rent of $610, $581 and $662 per month for 2002, 2001 and 2000) (equivalent units of 2,841, 3,021, and 2,860 for 2002, 2001 and 2000)     12,741     393     13,134   1.7 %   12,777     997     13,774   2.0 %
  Other real estate     1,010     460     1,470   0.2 %   4,424     6,478     10,902   1.6 %
  Minority interest     (89,783 )       (89,783 ) (11.5 )%   (87,890 )       (87,890 ) (12.9 )%
   
 
 
 
 
 
 
 
 
      Total real estate contribution to Free Cash Flow     619,335   (1)   81,719     701,054   89.4 %   465,317   (1)   110,571     575,888   85.4 %

Investment Management Business

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 
  Management contracts (property and asset management)                                              
    Controlled Properties     34,664         34,664   4.4 %   16,182     14,233     30,415   4.5 %
    Third party with terms in excess of one year     1,758         1,758   0.2 %       7,839     7,839   1.2 %
    Third party cancelable in 30 days     2,459         2,459   0.3 %       2,700     2,700   0.4 %
  Insurance operations     (6,343 )       (6,343 ) (0.8 )%             0.0 %
   
 
 
 
 
 
 
 
 
      Investment management business contribution to Free Cash Flow before activity based fees     32,538         32,538   4.1 %   16,182     24,772     40,954   6.1 %
  Activity based fees     13,782         13,782   1.8 %   6,311     1,127     7,438   1.1 %
   
 
 
 
 
 
 
 
 
      Total investment management business contribution to Free Cash Flow     46,320   (2)       46,320   5.9 %   22,493   (2)   25,899     48,392   7.2 %

Interest and Other Income

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 
  Transactional income     36,039         36,039   4.6 %   26,409         26,409   3.9 %
  General partner loan interest     25,995         25,995   3.3 %   23,205     2,442     25,647   3.8 %
  Money market and interest bearing accounts     6,383         6,383   0.8 %   16,349         16,349   2.4 %
  Interest from AIMCO               0.0 %             0.0 %
   
 
 
 
 
 
 
 
 
      Total interest and other income contribution to Free Cash Flow     68,417         68,417   8.7 %   65,963     2,442     68,405   10.1 %

General and administrative expenses

 

 

(18,530

)

 


 

 

(18,530

)

(2.4

)%

 

(18,123

)

 


 

 

(18,123

)

(2.7

)%
Other expenses     (6,400 )       (6,400 ) (0.8 )%             0.0 %
Provision for losses on accounts, fees and notes receivable     (6,646 )       (6,646 ) (0.8 )%             0.0 %
   
 
 
 
 
 
 
 
 
Free Cash Flow (FCF) (4)   $ 702,496   $ 81,719   $ 784,215   100.0 % $ 535,650   $ 138,912   $ 674,562   100.0 %

F-44



FREE CASH FLOW FROM BUSINESS COMPONENTS
For the Years Ended December 31, 2002, 2001 and 2000
(in thousands, except per unit data)

 
  2002
 
 
  Consolidated
  Unconsolidated
  Total
 
Free Cash Flow (FCF) (4)   $ 744,192   $ 62,480   $ 806,672  
Cost of Senior Capital — Interest expense:                    
    Secured debt — Long-term, fixed rate     (297,915 )   (39,397 )   (337,312 )
    Secured debt — Long-term, variable rate (principally tax-exempt)     (20,541 )   (2,020 )   (22,561 )
    Secured debt — Short-term     (14,300 )       (14,300 )
  Lines of credit and other unsecured debt     (22,626 )       (22,626 )
  Interest expense on mandatorily redeemable convertible preferred securities     (1,161 )       (1,161 )
  Interest capitalized     16,806     1,185     17,991  
   
 
 
 
    Total interest expense before minority interest     (339,737 )   (40,232 )   (379,969 )
  Minority interest share of interest expense     38,962         38,962  
   
 
 
 
    Total interest expense after minority interest     (300,775 )   (40,232 )   (341,007 )

Distributions on preferred securities owned by minority interest

 

 

(98

)

 


 

 

(98

)
Distributions on preferred OP units     (107,646 )       (107,646 )
   
 
 
 
  Total distributions on preferred OP units and securities     (107,744 )       (107,744 )

Non-structural depreciation, net of Capital Replacements/Enhancements

 

 

34,705

 

 

6,899

 

 

41,604

 
Amortization of intangibles     (4,026 )       (4,026 )
Gain (loss) on dispositions of real estate     (27,902 )       (27,902 )
Income from discontinued operations     2,735         2,735  
Deferred income tax benefit              
   
 
 
 
    Earnings Before Structural Depreciation (EBSD) (4)     341,185     29,147     370,332  

Structural depreciation, net of minority interest

 

 

(216,344

)

 

(28,453

)

 

(244,797

)
Distributions to minority partners in excess of income     (26,979 )       (26,979 )
   
 
 
 
    Net income (loss) attributable to common unitholders     97,862     694   (3)   98,556  

(Gain) loss on dispositions of real estate

 

 

27,902

 

 


 

 

27,902

 
Discontinued operations:                    
  (Gain) loss on disposals, net of minority interest     (1,437 )       (1,437 )
  Depreciation, net of minority interest     10,015         10,015  
  Distributions to minority partners in excess of income     1,401         1,401  
  Income tax arising from disposals     2,507         2,507  
Gain on disposition of land              
Structural depreciation, net of minority interest     216,344     28,453     244,797  
Distributions to minority partners in excess of income     26,979         26,979  
Non-structural depreciation, net of minority interest     44,163     5,091     49,254  
Amortization of intangibles     4,026         4,026  
Deferred income tax benefit              
   
 
 
 
    Funds From Operations (FFO) (4)     429,762     34,238     464,000  

Capital Replacements

 

 

(71,714

)

 

(11,168

)

 

(82,882

)
Capital Enhancements     (7,149 )   (823 )   (7,972 )
   
 
 
 
    Adjusted Funds From Operations (AFFO) (4)   $ 350,899   $ 22,247   $ 373,146  
   
 
 
 

 

 

Earnings


 

Units


 

Earnings
Per Unit


 
EBSD                    
  Basic   $ 370,332     98,093        
  Diluted     405,619     110,015        
Net Income                    
  Basic     98,556     98,093   $ 1.00  
  Diluted     98,556     99,168   $ 0.99  
FFO                    
  Basic     464,000     98,093        
  Diluted     504,816     109,062        
AFFO                    
  Basic     373,146     98,093        
  Diluted     401,043     106,222        
Operating Earnings                    
  Basic     150,702     98,093        
  Diluted     150,702     99,168        

[Additional columns below]

F-45



FREE CASH FLOW FROM BUSINESS COMPONENTS
For the Years Ended December 31, 2002, 2001 and 2000
(in thousands, except per unit data)

 
  2001
  2000
 
 
  Consolidated
  Unconsolidated
  Total
  Consolidated
  Unconsolidated
  Total
 
Free Cash Flow (FCF) (4)   $ 702,496   $ 81,719   $ 784,215   $ 535,650   $ 138,912   $ 674,562  
Cost of Senior Capital — Interest expense:                                      
    Secured debt — Long-term, fixed rate     (257,442 )   (45,851 )   (303,293 )   (218,025 )   (48,441 )   (266,466 )
    Secured debt — Long-term, variable rate (principally tax-exempt)     (24,219 )   (4,458 )   (28,677 )   (952 )   (13,381 )   (14,333 )
    Secured debt — Short-term     (10,088 )   (62 )   (10,150 )   (10,384 )   (1,697 )   (12,081 )
  Lines of credit and other unsecured debt     (20,366 )   (2 )   (20,368 )   (31,796 )   (2,698 )   (34,494 )
  Interest expense on mandatorily redeemable convertible preferred securities     (1,568 )       (1,568 )   (8,869 )       (8,869 )
  Interest capitalized     16,176     591     16,767     9,893     249     10,142  
   
 
 
 
 
 
 
    Total interest expense before minority interest     (297,507 )   (49,782 )   (347,289 )   (260,133 )   (65,968 )   (326,101 )
  Minority interest share of interest expense     43,911         43,911     56,616         56,616  
   
 
 
 
 
 
 
    Total interest expense after minority interest     (253,596 )   (49,782 )   (303,378 )   (203,517 )   (65,968 )   (269,485 )

Distributions on preferred securities owned by minority interest

 

 

(2,712

)

 


 

 

(2,712

)

 

(2,718

)

 


 

 

(2,718

)
Distributions on preferred OP units     (100,134 )       (100,134 )   (70,217 )       (70,217 )
   
 
 
 
 
 
 
  Total distributions on preferred OP units and securities     (102,846 )       (102,846 )   (72,935 )       (72,935 )

Non-structural depreciation, net of Capital Replacements/Enhancements

 

 

(3,832

)

 

(346

)

 

(4,178

)

 

(20,839

)

 

(1,885

)

 

(22,724

)
Amortization of intangibles     (18,729 )       (18,729 )   (6,698 )   (5,370 )   (12,068 )
Gain (loss) on dispositions of real estate     18,848         18,848     26,335         26,335  
Income from discontinued operations     4,055         4,055     4,355         4,355  
Deferred income tax benefit                     (154 )   (154 )
   
 
 
 
 
 
 
    Earnings Before Structural Depreciation (EBSD) (4)     346,396     31,591     377,987     262,351     65,535     327,886  

Structural depreciation, net of minority interest

 

 

(262,445

)

 

(48,253

)

 

(310,698

)

 

(203,804

)

 

(60,207

)

 

(264,011

)
Distributions to minority partners in excess of income     (46,359 )       (46,359 )   (24,375 )       (24,375 )
   
 
 
 
 
 
 
    Net income (loss) attributable to common unitholders     37,592     (16,662)   (3)   20,930     34,172     5,328   (3)   39,500  

(Gain) loss on dispositions of real estate

 

 

(18,848

)

 


 

 

(18,848

)

 

(26,335

)

 


 

 

(26,335

)
Discontinued operations:                                      
  (Gain) loss on disposals, net of minority interest                          
  Depreciation, net of minority interest     13,534         13,534     9,997         9,997  
  Distributions to minority partners in excess of income     1,342         1,342              
  Income tax arising from disposals                          
Gain on disposition of land     3,843         3,843              
Structural depreciation, net of minority interest     262,445     48,253     310,698     203,804     60,207     264,011  
Distributions to minority partners in excess of income     46,359         46,359     24,375         24,375  
Non-structural depreciation, net of minority interest     53,656     9,253     62,909     53,113     9,981     63,094  
Amortization of intangibles     18,729         18,729     6,698     5,370     12,068  
Deferred income tax benefit     3,202         3,202         154     154  
   
 
 
 
 
 
 
    Funds From Operations (FFO) (4)     421,854     40,844     462,698     305,824     81,040     386,864  

Capital Replacements

 

 

(49,828

)

 

(8,907

)

 

(58,735

)

 

(32,268

)

 

(8,099

)

 

(40,367

)
Capital Enhancements                          
   
 
 
 
 
 
 
    Adjusted Funds From Operations (AFFO) (4)   $ 372,026   $ 31,937   $ 403,963   $ 273,556   $ 72,941   $ 346,497  
   
 
 
 
 
 
 

 

 

Earnings


 

Units


 

Earnings
Per Unit


 

Earnings


 

Units


 

Earnings
Per Unit


 
EBSD                                      
  Basic   $ 377,987     83,770         $ 327,886     75,183        
  Diluted     443,941     102,147           380,838     91,506        
Net Income                                      
  Basic     20,930     83,770   $ 0.25     39,500     75,183   $ 0.53  
  Diluted     20,930     84,960   $ 0.25     39,500     76,198   $ 0.52  
FFO                                      
  Basic     462,698     83,770           386,864     75,183        
  Diluted     528,653     102,147           439,830     91,506        
AFFO                                      
  Basic     403,963     83,770           346,497     75,183        
  Diluted     469,918     102,147           399,463     91,506        
Operating Earnings                                      
  Basic     44,386     83,770           33,185     75,183        
  Diluted     44,386     84,960           33,185     76,198        

F-46


(1)
Reconciliation of total consolidated real estate contribution to Free Cash Flow to consolidated rental and other property revenues (in thousands):

 
  2002
  2001
  2000
Consolidated real estate contribution to Free Cash Flow   $ 683,364   $ 619,335   $ 465,317
Plus: Minority interest     82,045     89,783     87,890
Plus: Capital Replacements     71,714     49,828     32,268
Plus: Capital Enhancements     7,149        
Plus: Property operating expenses     561,412     465,721     413,077
   
 
 
  Rental and other property revenues   $ 1,405,684   $ 1,224,667   $ 998,552
   
 
 
(2)
Reconciliation of total investment management business contribution to Free Cash Flow to consolidated management fees and other income primarily from affiliates (in thousands):

 
  2002
  2001
  2000
Consolidated investment management business contribution to Free Cash Flow   $ 22,288   $ 46,320   $ 22,493
Plus: Management and other expenses     78,262     112,047     11,137
   
 
 
  Management fees and other income primarily from affiliates   $ 100,550   $ 158,367   $ 33,630
   
 
 
(3)
Reconciliation of unconsolidated net income (loss) attributable to common unitholders to equity in earnings (losses) of unconsolidated real estate partnerships and equity in losses of unconsolidated subsidiaries (in thousands):

 
  2002
  2001
  2000
 
Equity in losses of unconsolidated subsidiaries   $   $   $ (2,290 )
Equity in earnings (losses) of unconsolidated real estate partnerships     694     (16,662 )   7,618  
   
 
 
 
  Unconsolidated net income (loss) attributable to common unitholders   $ 694   $ (16,662 ) $ 5,328  
   
 
 
 
(4)
The Company uses Free Cash Flow, Earnings Before Structural Depreciation, Funds From Operations, and Adjusted Funds From Operations as performance measurement standards. These should not be considered alternatives to net income or net cash flow from operating activities, as determined in accordance with generally accepted accounting principles ("GAAP"), or as an indication of its performance or as a measure of liquidity.

F-47


Reconciliation of FCF, EBSD, FFO and AFFO to Net Income (in thousands):

 
  For the Year Ended December 31, 2002
 
 
  FCF
  EBSD
  FFO
  AFFO
 
Amount per Free Cash Flow schedule above   $ 806,672   $ 370,332   $ 464,000   $ 373,146  
Total interest expense after minority interest     (341,007 )            
Distributions on preferred securities owned by minority interest     (94 )            
Distributions on preferred OP Units         107,646     107,646     107,646  
Structural depreciation, net of minority interest     (244,797 )   (244,797 )   (244,797 )   (244,797 )
Non-structural depreciation, net of minority interest     (49,254 )       (49,254 )   (49,254 )
Distributions to minority partners in excess of income     (26,979 )   (26,979 )   (26,979 )   (26,979 )
Discontinued Operations:                          
  Income from operations     2,735              
  Gain on disposals             1,437     1,437  
  Depreciation, net of minority interest             (10,015 )   (10,015 )
  Distributions to minority partners in excess of income             (1,401 )   (1,401 )
  Income tax arising from disposals             (2,507 )   (2,507 )
Capital Replacements     82,882             82,882  
Capital Enhancements     7,972             7,972  
Amortization of intangibles     (4,026 )       (4,026 )   (4,026 )
Loss on dispositions of real estate     (27,902 )       (27,902 )   (27,902 )
   
 
 
 
 
Net income   $ 206,202   $ 206,202   $ 206,202   $ 206,202  
   
 
 
 
 

 


 

For the Year Ended December 31, 2001


 
 
  FCF
  EBSD
  FFO
  AFFO
 
Amount per Free Cash Flow schedule above   $ 784,215   $ 377,987   $ 462,698   $ 403,963  
Total interest expense after minority interest     (303,378 )            
Distributions on preferred securities owned by minority interest     (2,716 )            
Distributions on preferred OP Units         100,134     100,134     100,134  
Structural depreciation, net of minority interest     (310,698 )   (310,698 )   (310,698 )   (310,698 )
Non-structural depreciation, net of minority interest     (62,909 )       (62,909 )   (62,909 )
Distributions to minority partners in excess of income     (46,359 )   (46,359 )   (46,359 )   (46,359 )
Discontinued Operations:                          
  Income from operations     4,055              
  Depreciation, net of minority interest             (13,534 )   (13,534 )
  Distributions to minority partners in excess of income             (1,342 )   (1,342 )
Capital Replacements     58,735             58,735  
Amortization of intangibles     (18,729 )       (18,729 )   (18,729 )
Gain on dispositions of real estate     18,848         18,848     18,848  
Gain on disposition of land             (3,843 )   (3,843 )
Income tax arising from disposals             (3,202 )   (3,202 )
   
 
 
 
 
Net income   $ 121,064   $ 121,064   $ 121,064   $ 121,064  
   
 
 
 
 

F-48



 


 

For the Year Ended December 31, 2000


 
 
  FCF
  EBSD
  FFO
  AFFO
 
Amount per Free Cash Flow schedule above   $ 674,562   $ 327,886   $ 386,864   $ 346,497  
Total interest expense after minority interest     (269,485 )            
Distributions on preferred securities owned by minority interest     (2,715 )            
Distributions on preferred OP Units         70,217     70,217     70,217  
Structural depreciation, net of minority interest     (264,011 )   (264,011 )   (264,011 )   (264,011 )
Non-structural depreciation, net of minority interest     (63,094 )       (63,094 )   (63,094 )
Distributions to minority partners in excess of income     (24,375 )   (24,375 )   (24,375 )   (24,375 )
Discontinued Operations:                          
  Income from operations     4,355              
  Depreciation, net of minority interest             (9,997 )   (9,997 )
Capital Replacements     40,367             40,367  
Amortization of intangibles     (12,068 )       (12,068 )   (12,068 )
Gain on dispositions of real estate     26,335         26,335     26,335  
Deferred income tax benefit     (154 )       (154 )   (154 )
   
 
 
 
 
Net income   $ 109,717   $ 109,717   $ 109,717   $ 109,717  
   
 
 
 
 
ASSETS (in thousands):

  December 31, 2002
  December 31, 2001
  December 31, 2000
Total assets for reportable segments (1)   $ 10,019,851   $ 7,813,607   $ 7,299,526
Corporate and other assets     335,478     386,919     399,648
   
 
 
  Total consolidated assets   $ 10,355,329   $ 8,200,526   $ 7,699,174
   
 
 

(1)
Assets associated with the investment management business are immaterial, and are therefore included in total assets for reportable segments.

F-49


NOTE 25 — Income Taxes

        As discussed in Note 6, prior to January 1, 2001, the taxable REIT subsidiaries were not consolidated and therefore the associated income tax expense and related liabilities were included in the equity in earnings (losses) of unconsolidated subsidiaries and investment in unconsolidated subsidiaries, respectively.

        Deferred income taxes reflect the net effects of temporary differences between the carrying amounts of assets and liabilities of the taxable REIT subsidiaries for financial reporting purposes and the amounts used for income tax purposes. Significant components of the Company's deferred tax liabilities and assets are as follows (in thousands):

 
  December 31, 2002
  December 31, 2001
 
Deferred tax liabilities:              
  Partnership differences   $ 48,773   $ 69,036  
  Bad debt reserves     6,215     1,526  
  Depreciation of fixed assets     8,801     9,165  
   
 
 
Total deferred tax liabilities   $ 63,789   $ 79,727  
   
 
 
Deferred tax assets:              
  Net operating and capital loss carryforward   $ 16,700   $ 34,813  
  Receivables     6,264     6,264  
  Accrued expenses         3,500  
  Compensation and benefits     78     78  
  Section 197 intangibles     1,622     2,865  
  Accrued liabilities     8,080     8,080  
  Accrued interest expense     1,772     2,941  
  AMT credits     1,231     1,231  
  Other     21     23  
   
 
 
Total deferred tax assets     35,768     59,795  
Valuation allowance for deferred tax assets     (8,659 )   (16,416 )
   
 
 
Deferred tax assets, net of valuation allowance     27,109     43,379  
   
 
 
Net deferred tax (liabilities) assets   $ (36,680 ) $ (36,348 )
   
 
 

        Significant components of the provision (benefit) for income taxes are as follows and classified with management and other expenses in the Company's statement of income for 2002 and 2001 (in thousands):

 
  Year Ended
December 31, 2002

  Year Ended
December 31, 2001

  Year Ended
December 31, 2000

Current:                  
  Federal   $ 175   $ 1,177   $ 963
  State     1,640     135    
   
 
 
Total current     1,815     1,312     963
   
 
 
Deferred:                  
  Federal     (175 )   (2,978 )   372
  State     (1,640 )   (341 )   44
   
 
 
Total deferred     (1,815 )   (3,319 )   416
   
 
 
    $   $ (2,007 ) $ 1,379
   
 
 

F-50


        Consolidated income (loss) subject to tax is $5,093,000 for 2002, $(4,851,000) for 2001, and $4,694,000 for 2000. The reconciliation of income tax attributable to continuing operations computed at the U.S. statutory rate to income tax expense (benefit) is shown below (dollars in thousands):

 
  Year Ended
December 31, 2002

  Year Ended
December 31, 2001

  Year Ended
December 31, 2000

 
 
  Amount
  Percent
  Amount
  Percent
  Amount
  Percent
 
Tax at U.S. statutory rates on consolidated income (loss) subject to tax   $ 1,783   35.0 % $ (1,699 ) 35.0 % $ 1,643   35.0 %
State income tax, net of Federal tax benefit       0.0 %   (206 ) 4.2 %   275   5.9 %
Effect of permanent differences     5,347   105.0 %   (276 ) 5.7 %   117   2.5 %
Increase (decrease) valuation allowance     (7,130 ) (140.0 )%   174   (3.5 )%   (656 ) (14.0 )%
   
 
 
 
 
 
 
    $   0.0 % $ (2,007 ) 41.4 % $ 1,379   29.4 %
   
 
 
 
 
 
 

        Income taxes paid totaled $1,620,000, $819,000, and $117,000 in the years ended December 31, 2002, 2001 and 2000, respectively.

        At December 31, 2002, the Company had net operating loss carryforwards (NOLs) of approximately $42.3 million for income tax purposes that expire in years 2012 to 2021. Subject to some limitations, the NOL carryover may be used to offset all or a portion of taxable income generated by the taxable REIT subsidiaries.

NOTE 26 — Transfers of Financial Assets

        In 2001, the Company sold certain tax-exempt bond receivables acquired in connection with its acquisition of OTEF (see Note 4) to an unrelated third party at a discount to their face amount and retained a residual interest in the sold bonds. The fair value of the Company's retained residual interests were based on the future cash flows from the bonds. Gain or loss on sale of the tax-exempt bonds depends in part on the previous carrying amount of the financial assets involved in the transfer, allocated between the assets sold and the retained residual interests based on their relative fair value at the date of transfer. To obtain fair values, quoted market prices are used if available. However, quotes are generally not available for retained residual interests, so the Company generally estimates fair value of the retained residual interests based on the present value of future expected cash flows of the bonds, which are derived from the underlying properties' operations. The fair value of both the retained residual interests and the bonds, based on the underlying properties that secure the bonds, were estimated using management's best estimates of the key assumptions — capitalization rates and discount rates commensurate with the risks involved. The total fair value of the retained residual interests did not exceed the face amount of the bonds, less the sales price of the bonds, including any cash gains recognized upon the sale of the bonds.

        Key economic assumptions used in measuring the fair value of retained residual interests at the date of the sale were as follows:

 
  2001 Tax-Exempt Bonds
Face value of bonds   $ 283.9 million
Sales price of bonds   $ 257.8 million
Fair value of retained residual interests   $ 19.6 million
Capitalization rates on the underlying properties     7.7% - 9.35%
Impact on fair value of 10% adverse change in the fair value of the underlying properties     None
Impact on fair value of 20% adverse change in the fair value of the underlying properties   $ 5.8 million decrease

        In 2001, the Company received net proceeds of approximately $253.3 million and recognized gains of $26.1 million on the sale and retained residual interests of these tax-exempt bonds. All gains and losses have been realized and were determined on the specific identification method and are reflected in interest and other income.

F-51


        In 2002, the Company received net proceeds of approximately $27.3 million and recognized gains of $7.7 million in connection with the sale of certain assets, as well as additional proceeds received from the refinancing of the tax-exempt bonds of the underlying properties, and as a result the Company's retained residual interests aggregating approximately $27.0 million were collected.

NOTE 27 — Discontinued Operations and Assets Held for Sale

        In October 2001, the Financial Accounting Standards Board ("FASB") issued Statement of Financial Accounting Standard No. 144, Accounting for the Impairment or Disposal of Long-Lived Assets ("SFAS 144"). SFAS 144 establishes criteria beyond that previously specified in Statement of Financial Accounting Standard No. 121, Accounting for the Impairment of Long-Lived Assets and for Long-Lived Assets to be Disposed Of ("SFAS 121"), to determine when a long-lived asset is classified as held for sale, and it provides a single accounting model for the disposal of long-lived assets. SFAS 144 was effective beginning January 1, 2002. Due to the adoption of SFAS 144, the Company now reports as discontinued operations real estate assets held for sale (as defined by SFAS 144) and real estate assets sold in the current period. All results of these discontinued operations, less applicable income taxes, are included in a separate component of income on the consolidated statements of income under the heading "discontinued operations." This change has resulted in certain reclassifications of 2001 and 2000 financial statement amounts.

        The components of income from operations related to discontinued operations for the years ended December 31, 2002, 2001 and 2000 are shown below. These include the results of operations through the date of each respective sale for sold properties and a full period of operations for those assets held for sale for the year ended December 31, 2002 and a full period of operations for the years ended December 31, 2001 and 2000 (dollars in thousands):

 
  2002
  2001
  2000
 
RENTAL PROPERTY OPERATIONS:                    
Rental and other property revenues   $ 52,188   $ 61,936   $ 52,448  
Property operating expense     (25,835 )   (30,466 )   (26,763 )
   
 
 
 
Income from property operations     26,353     31,470     25,685  
   
 
 
 
Depreciation of rental property     (10,981 )   (14,711 )   (11,137 )
Interest expense     (9,896 )   (12,854 )   (9,693 )
Interest and other income     121     176     278  
Minority interest in consolidated real estate partnerships     (391 )   1,316     (778 )
   
 
 
 
Operating earnings     5,206     5,397     4,355  

Gain on dispositions of real estate, net of minority interest

 

 

1,437

 

 


 

 


 
Distributions to minority partners in excess of income     (1,401 )   (1,342 )    
Income tax arising from disposals     (2,507 )        
   
 
 
 
Income from discontinued operations   $ 2,735   $ 4,055   $ 4,355  
   
 
 
 

        Included in the gain on dispositions of real estate was approximately $3.0 million of impairments, or initial write-downs of the assets that were recorded at the time properties were classified as assets held for sale during 2002. The remainder of the gain on dispositions of real estate included approximately $4.4 million, net of minority interest, related to the subsequent net gain recorded upon sale of the properties.

        The Company is currently marketing for sale certain real estate properties that are inconsistent with its long-term investment strategies (as determined by management from time to time). The Company expects that all properties classified as held for sale will sell within one year from the date classified as held for sale. As of December 31, 2002, the Company classified as assets held for sale eight properties with an aggregate of 2,214 units and a net book value of $64.5 million. Other properties, both consolidated and unconsolidated, are being marketed for sale but are not accounted for as assets held for sale as they do not meet the criteria under SFAS 144. In addition, as required by SFAS 144, the $130.0 million of assets held for sale at December 31, 2001, represent 19 properties with 4,411 units that were classified as assets held for sale during 2002.

F-52


NOTE 28 — Subsequent Events

Distribution Declared

        On January 30, 2003, the General Partner declared a quarterly cash distribution of $0.82 per unit for the quarter ended December 31, 2002, paid on February 18, 2003, to unitholders of record on February 11, 2003. The distribution is equivalent to an annualized distribution rate of $3.28 per unit, which remained the same as the previous annual distribution rate.

Amendment of Credit Facility and Term Loan

        On February 14, 2003, the Company and its lenders amended the revolving credit facility to provide for a $100 million increase, at the Company's option, in the available commitment to $500 million (such commitment in excess of $400 million is not available until it has been syndicated), reduced the minimum fixed charge coverage ratio from 1.60:1 to 1.50:1 through the maturity date and extend the maturity date one year to July 31, 2005. Upon the effective date of the amendment, the margin on LIBOR-based loans and base rate loans was amended to a range between 2.05% to 2.65% and .55% to 1.15%, respectively, based on the fixed charge coverage ratio. In addition, the Company and its lenders amended the Casden Loan with the same reduction in the fixed charge coverage ratio as stated above for the credit facility, through maturity, and to eliminate mandatory prepayments for the remainder of the term using proceeds from equity, sales or refinancing proceeds (except as such proceeds arise from transactions of the properties acquired in the Casden Merger).

Assets Held for Sale

        Subsequent to December 31, 2002, an additional five properties with 1,226 units became classified as assets held for sale. At December 31, 2002, these assets had a net book value of $29.0 million with related liabilities of $20.6 million.

F-53




AIMCO PROPERTIES, L.P

REAL ESTATE AND ACCUMULATED DEPRECIATION
December 31, 2002
(In Thousands Except Unit Data)

 
   
   
   
   
   
  (2)
Initial Cost

   
 
   
   
   
   
   
  (2)(3)
Cost Capitalized
Subsequent to
Acquisition

Property Name

  Property
Type

  (1)
Date
Consolidated

  Location
  Year
Built

  Number
of Units

  Land
  Buildings and
Improvements

100 Forest Place   High Rise   Dec-97   Oak Park, IL   1987   234   $ 2,864   $ 18,616   $ 1,467
6111 At Ridgeway Crossing   Garden   Dec-97   Memphis, TN   1984   584     782     11,506     4,145
Abington I   Garden   Jul-02   Indianapolis, IN   1979   108     689     3,139     428
Abington II   Garden   Oct-02   Indianapolis, IN   1980   220     1,564     5,848     309
All Hallows   Garden   Jul-02   San Francisco, CA   1976   157     2,042     14,268     1,082
Alliance Towers   High Rise   Mar-02   Lombard, IL   1971   101     1,045     1,665     25
Alpine   Garden   Oct-99   Birmingham, AL   1972   159     556     4,781     463
Anchorage Apartments   Garden   Nov-96   League City, TX   1985   264     1,155     7,164     1,777
Antelope Valley   Garden   Mar-02   Lancaster, CA   1983   121     2,555     4,084     49
Anthracite   High Rise   Mar-02   Pittston, PA   1981   121     1,623     2,602     24
Apartment, The   Garden   Jul-00   Omaha, NE   1973   204     950     8,766     300
Apple Creek (TX)   Garden   Jan-00   Temple, TX   1984   176     517     3,707     165
Arbors   Garden   May-98   Deland, FL   1987   224     1,507     9,275     569
Arbors (Grovetree), The   Garden   Oct-97   Tempe, AZ   1967   200     1,092     6,189     834
Arbours Of Hermitage, The   Garden   Jul-00   Hermitage, TN   1972   350     1,741     14,939     1,829
Armitage Commons   Mid Rise   Mar-02   Chicago, IL   1983   104     2,640     3,886     399
Arrowsmith   Garden   Mar-02   Corpus Christi, TX   1980   70     619     975     26
Ashford, The   Garden   Dec-95   Atlanta, GA   1968   211     2,771     9,002     19,569
Ashland Manor   High Rise   Mar-02   East Moline, IL   1977   189     731     1,114     68
Aspen Point   Garden   Dec-97   Arvada, CO   1972   120     353     3,806     3,081
Aspen Station   Garden   Oct-01   Richmond, VA   1979   232     1,827     8,819     236
Aspen Stratford B   High Rise   Oct-02   Newark, NJ   1920   60     352     1,716     42
Aspen Stratford C   High Rise   Oct-02   Newark, NJ   1920   56     353     1,938     24
Atriums of Plantation   Mid Rise   Aug-98   Plantation, FL   1980   210     1,807     10,251     698
Autumn Run (IL)   Garden   Oct-02   Naperville, IL   1984   320     1,722     19,295     50
Autumn Woods   Garden   Sep-00   Jackson, MI   1973   112     1,078     3,699     890
Baisley Park Gardens   Mid Rise   Apr-02   Jamaica, NY   1982   212     1,781     11,307     282
Baldwin Oaks   Mid Rise   Oct-99   Parsippany, NJ   1980   251     1,020     8,980     676

[Additional columns below]

F-54


[Continued from above table, first column(s) repeated]

 
  December 31, 2002
   
Property Name

  Land
  Buildings and
Improvements

  Total
  Accumulated
Depreciation

  Total Cost Net of
Accumulated Depreciation

  Encumbrances
100 Forest Place   $ 2,864   $ 20,083   $ 22,947   $ 3,884   $ 19,063   $ 14,393
6111 At Ridgeway Crossing     782     15,651     16,433     4,350     12,083     9,079
Abington I     689     3,567     4,256     184     4,072     2,128
Abington II     1,564     6,157     7,721     150     7,571     4,587
All Hallows     2,042     15,350     17,392     7,310     10,082     3,452
Alliance Towers     1,045     1,690     2,735     43     2,692     2,391
Alpine     556     5,244     5,800     2,183     3,617     2,100
Anchorage Apartments     1,155     8,941     10,096     1,556     8,540     4,294
Antelope Valley     2,555     4,133     6,688     105     6,583     4,881
Anthracite     1,623     2,626     4,249     67     4,182     3,110
Apartment, The     950     9,066     10,016     4,339     5,677     4,489
Apple Creek (TX)     517     3,872     4,389     858     3,531     1,650
Arbors     1,507     9,844     11,351     2,364     8,987     7,605
Arbors (Grovetree), The     1,092     7,023     8,115     1,643     6,472     3,369
Arbours Of Hermitage, The     1,741     16,768     18,509     6,859     11,650     5,650
Armitage Commons     2,640     4,285     6,925     123     6,802     4,975
Arrowsmith     619     1,001     1,620     25     1,595     1,132
Ashford, The     2,771     28,571     31,342     3,378     27,964     6,441
Ashland Manor     731     1,182     1,913     30     1,883     1,683
Aspen Point     353     6,887     7,240     1,406     5,834    
Aspen Station     1,827     9,055     10,882     2,154     8,728     6,582
Aspen Stratford B     352     1,758     2,110     321     1,789     1,808
Aspen Stratford C     353     1,962     2,315     312     2,003     1,599
Atriums of Plantation     1,807     10,949     12,756     2,071     10,685     7,562
Autumn Run (IL)     1,722     19,345     21,067     6,624     14,443     12,759
Autumn Woods     1,078     4,589     5,667     577     5,090     2,922
Baisley Park Gardens     1,781     11,589     13,370     260     13,110     12,010
Baldwin Oaks     1,020     9,656     10,676     4,298     6,378     7,348

F-55


 
   
   
   
   
   
  (2)
Initial Cost

   
 
   
   
   
   
   
  (2)(3)
Cost Capitalized
Subsequent to
Acquisition

Property Name

  Property
Type

  (1)
Date
Consolidated

  Location
  Year
Built

  Number
of Units

  Land
  Buildings and
Improvements

Bangor House   High Rise   Mar-02   Bangor, ME   1979   121   2,389   4,187   127
Bank Lofts   High Rise   Apr-01   Denver, CO   1920   117   3,316   9,885   125
Bannock Arms   Garden   Mar-02   Boise, ID   1978   66   1,208   1,934   20
Barcelona   Garden   Oct-99   Houston, TX   1963   127   892   4,784   748
Baughman Towers   High Rise   Mar-02   Philippi, WV   1981   104   1,941   3,124   16
Bay Club Tower I   High Rise   Apr-97   Aventura, FL   1990   702   10,487   61,472   5,289
Bayberry Hill Estates   Garden   Aug-02   Framingham, MA   1971   425   29,539   25,257   34
Bayhead Village   Garden   Oct-00   Indianapolis, IN   1978   202   1,462   5,135   781
Baymeadows   Garden   Oct-99   Jacksonville, FL   1972   904   4,571   35,594   6,807
Baywood   Garden   Apr-00   Gretna, LA   1974   226   1,239   6,779   277
Beacon Hill   Garden   Oct-97   Chamblee, GA   1969   120   929   5,264   907
Beacon Hill   High Rise   Mar-02   Hillsdale, MI   1980   198   3,248   5,094   158
Beau Jardin   Garden   Apr-01   West Lafayette, IN   1968   252   5,460   5,257   870
Bedford House   Mid Rise   Mar-02   Falmouth, KY   1979   48   650   1,010   42
Beech Lake   Garden   May-99   Durham, NC   1986   345   2,222   12,626   991
Beech's Farm   Garden   Oct-00   Columbia, MD   1983   135   3,905   3,579   851
Bent Oaks   Garden   May-98   Austin, TX   1978   146   1,096   6,431   394
Bent Tree (NC)   Garden   Sep-00   Greensboro, NC   1986   244   2,030   7,653   376
Bent Tree I   Garden   Oct-02   Indianapolis, IN   1983   240   1,294   7,447   48
Bent Tree III — Verandas   Garden   Sep-00   Indianapolis, IN   1985   96   1,767   3,307   305
Berger Apartments   Mid Rise   Mar-02   New Haven, CT   1981   144   3,213   5,103   135
Berkeley Gardens   High Rise   Mar-02   Martinsburg, WV   1981   132   503   820   1
Big Walnut   Garden   Apr-02   Columbus, OH   1968   251   546   9,776   159
Biltmore Towers   High Rise   Mar-02   Dayton, OH   1980   230   4,188   6,608   166
Bluffs (IN), The   Garden   Dec-98   Lafayette, IN   1982   181   979   5,549   1,044
Boardwalk   Garden   Dec-95   Tamarac, FL   1985   291   3,351   7,862   2,350
Boston Lofts   High Rise   Apr-01   Denver, CO   1890   158   3,319   21,056   155
Boulder Creek   Garden   Jul-94   Boulder, CO   1972   221   755   7,721   15,650
Boulevard Tower   High Rise   Mar-02   Bronx, NY   1967   332   2,288   3,358   343
Braesview   Garden   May-98   San Antonio, TX   1982   396   3,135   17,741   1,643
Brandywine   Garden   Jul-94   St. Petersburg, FL   1971   477   1,437   12,764   1,609

[Additional columns below]

F-56


[Continued from above table, first column(s) repeated]

 
  December 31, 2002
   
Property Name

  Land
  Buildings and
Improvements

  Total
  Accumulated
Depreciation

  Total Cost Net of
Accumulated Depreciation

  Encumbrances
Bangor House   2,389   4,314   6,703   547   6,156   3,402
Bank Lofts   3,316   10,010   13,326   1,750   11,576   7,807
Bannock Arms   1,208   1,954   3,162   49   3,113   1,256
Barcelona   892   5,532   6,424   1,487   4,937   3,460
Baughman Towers   1,941   3,140   5,081   79   5,002   3,223
Bay Club Tower I   10,487   66,761   77,248   14,065   63,183   59,139
Bayberry Hill Estates   29,539   25,291   54,830   259   54,571   32,751
Bayhead Village   1,462   5,916   7,378   656   6,722   3,715
Baymeadows   4,571   42,401   46,972   11,681   35,291   25,705
Baywood   1,239   7,056   8,295   1,630   6,665   4,166
Beacon Hill   929   6,171   7,100   1,389   5,711   3,169
Beacon Hill   3,248   5,252   8,500   141   8,359   6,052
Beau Jardin   5,460   6,127   11,587   758   10,829   4,761
Bedford House   650   1,052   1,702   27   1,675   1,118
Beech Lake   2,222   13,617   15,839   2,748   13,091   11,093
Beech's Farm   3,905   4,430   8,335   535   7,800   3,915
Bent Oaks   1,096   6,825   7,921   1,676   6,245   3,955
Bent Tree (NC)   2,030   8,029   10,059   751   9,308   4,667
Bent Tree I   1,294   7,495   8,789   747   8,042   4,250
Bent Tree III — Verandas   1,767   3,612   5,379   243   5,136   4,136
Berger Apartments   3,213   5,238   8,451   136   8,315   3,442
Berkeley Gardens   503   821   1,324   21   1,303   1,173
Big Walnut   546   9,935   10,481   3,515   6,966   5,720
Biltmore Towers   4,188   6,774   10,962   172   10,790   9,021
Bluffs (IN), The   979   6,593   7,572   1,404   6,168   3,518
Boardwalk   3,351   10,212   13,563   3,165   10,398   8,019
Boston Lofts   3,319   21,211   24,530   2,802   21,728   15,650
Boulder Creek   755   23,371   24,126   6,615   17,511   15,780
Boulevard Tower   2,288   3,701   5,989   94   5,895   4,773
Braesview   3,135   19,384   22,519   4,721   17,798   12,595
Brandywine   1,437   14,373   15,810   8,099   7,711   9,717

F-57


 
   
   
   
   
   
  (2)
Initial Cost

   
 
   
   
   
   
   
  (2)(3)
Cost Capitalized
Subsequent to
Acquisition

Property Name

  Property
Type

  (1)
Date
Consolidated

  Location
  Year
Built

  Number
of Units

  Land
  Buildings and
Improvements

Brant Rock Condominiums   Garden   Oct-97   Houston, TX   1984   84   337   1,908   534
Breakers, The   Garden   Oct-98   Daytona Beach, FL   1985   208   1,008   5,709   1,042
Brentwood Apartments   Garden   Nov-96   Lake Jackson, TX   1980   104   592   2,741   614
Briar Bay Racquet Club   Mid Rise   Jul-00   Miami, FL   1974   194   1,481   9,772   267
Briarcliffe   Garden   Oct-00   Lansing, MI   1974   308   3,250   9,877   929
Briarwest   Garden   Oct-99   Houston, TX   1970   380   2,853   15,420   1,058
Briarwood   Garden   Oct-99   Houston, TX   1970   351   2,471   12,914   1,236
Bridgewater Apartments, The   Garden   Nov-96   Tomball, TX   1978   206   969   5,893   1,308
Brighton Crest   Garden   Jan-00   Marietta, GA   1987   320   2,072   13,344   838
Brittany Point Apartments   Garden   Oct-98   Huntsville, AL   1978   431   1,812   10,099   887
Broadcast Center   Garden   Mar-02   Los Angeles, CA   1990   279   22,907   36,647   679
Broadmoor Ridge   Garden   Dec-97   Colorado Springs, CO   1974   200   796   4,695   9,842
Broadmoor, The   Garden   May-98   Austin, TX   1984   200   1,370   8,623   489
Brook Run   Garden   May-98   Arlington Heights, IL   1985   182   2,245   12,832   890
Brookdale Lakes   Garden   May-98   Naperville, IL   1990   200   2,709   15,352   685
Brookside Village   Garden   Apr-96   Tustin, CA   1970   628   7,255   25,700   7,561
Brookview   Garden   Dec-97   Montgomery, AL   1975   64   59   834   191
Brookwood Apartments (IN)   Garden   Apr-01   Indianapolis, IN   1967   404   4,545   9,103   1,822
Buckinghame   Garden   Mar-02   Los Angeles, CA   1983   83   1,712   2,745   24
Burgundy Court   Garden   Apr-00   Cincinnati, OH   1969   234   1,829   9,934   342
Burgundy Park   Garden   Apr-01   Forestville, MD   1967   108   1,798   2,130   671
Burke Shire Commons   Garden   Mar-01   Burke, VA   1986   360   4,689   22,544   1,056
Calhoun Beach Club   High Rise   Dec-98   Minneapolis, MN   1928/1998   275   11,708   71,480   37,745
Cameron Hill I   Garden   Oct-00   Chattanooga, TN   1976   254   1,707   6,063   593
Cameron Hill II   Garden   Oct-00   Chattanooga, TN   1978   108   707   2,326   545
Campbell Heights   High Rise   Oct-02   Washington, D.C.   1978   170   112   7,903   13
Canoga Park   Garden   Mar-02   North Hollywood, CA   1983   14   344   555   2
Canterbury Green Apartments   Garden   Dec-99   Fort Wayne, IN   1979   2009   13,659   73,784   9,160
Canyon Terrace   Garden   Mar-02   Saugus, CA   1984   130   4,038   6,190   369
Cape Cod   Garden   May-98   San Antonio, TX   1985   212   1,582   8,972   497
Captiva Club   Garden   Dec-96   Tampa, FL   1973   357   1,500   6,818   9,883

[Additional columns below]

F-58


[Continued from above table, first column(s) repeated]

 
  December 31, 2002
   
Property Name

  Land
  Buildings and
Improvements

  Total
  Accumulated
Depreciation

  Total Cost Net of
Accumulated Depreciation

  Encumbrances
Brant Rock Condominiums   337   2,442   2,779   610   2,169   1,068
Breakers, The   1,008   6,751   7,759   1,329   6,430   3,654
Brentwood Apartments   592   3,355   3,947   877   3,070   1,537
Briar Bay Racquet Club   1,481   10,039   11,520   3,978   7,542   3,500
Briarcliffe   3,250   10,806   14,056   1,209   12,847   6,522
Briarwest   2,853   16,478   19,331   4,193   15,138   10,732
Briarwood   2,471   14,150   16,621   3,867   12,754   8,588
Bridgewater Apartments, The   969   7,201   8,170   955   7,215   3,698
Brighton Crest   2,077   14,177   16,254   4,869   11,385   10,434
Brittany Point Apartments   1,812   10,986   12,798   591   12,207   9,608
Broadcast Center   22,907   37,326   60,233   1,212   59,021   34,000
Broadmoor Ridge   796   14,537   15,333   3,375   11,958   8,504
Broadmoor, The   1,370   9,112   10,482   2,127   8,355   6,000
Brook Run   2,245   13,722   15,967   3,276   12,691   11,800
Brookdale Lakes   2,709   16,037   18,746   3,940   14,806   12,215
Brookside Village   7,255   33,261   40,516   8,797   31,719   29,366
Brookview   59   1,025   1,084   153   931   481
Brookwood Apartments (IN)   4,545   10,925   15,470   1,079   14,391   9,720
Buckinghame   1,712   2,769   4,481   70   4,411   3,407
Burgundy Court   1,844   10,261   12,105   1,742   10,363   6,276
Burgundy Park   1,798   2,801   4,599   341   4,258   3,231
Burke Shire Commons   4,689   23,600   28,289   3,473   24,816   21,705
Calhoun Beach Club   11,708   109,225   120,933   9,394   111,539   48,445
Cameron Hill I   1,707   6,656   8,363   704   7,659   5,035
Cameron Hill II   707   2,871   3,578   309   3,269   2,081
Campbell Heights   112   7,916   8,028   2,106   5,922   4,415
Canoga Park   344   557   901   14   887   711
Canterbury Green Apartments   13,659   82,944   96,603   9,599   87,004   49,186
Canyon Terrace   4,038   6,559   10,597   165   10,432   5,976
Cape Cod   1,582   9,469   11,051   2,278   8,773   6,105
Captiva Club   1,600   16,601   18,201   3,484   14,717   8,312

F-59


 
   
   
   
   
   
  (2)
Initial Cost

   
 
   
   
   
   
   
  (2)(3)
Cost Capitalized
Subsequent to
Acquisition

Property Name

  Property
Type

  (1)
Date
Consolidated

  Location
  Year
Built

  Number
of Units

  Land
  Buildings and
Improvements

Carriage Hill   Garden   Jul-00   East Lansing, MI   1972   143   772   8,995   777
Carriage House   Garden   Oct-99   Gastonia, NC   1971   102   406   3,428   318
Casa Anita   Garden   Mar-98   Phoenix, AZ   1986   224   1,125   6,312   1,043
Casa de Las Hermanitas   Garden   Mar-02   Los Angeles, CA   1982   88   2,029   3,259   23
Castle Park   Mid Rise   Mar-02   St. Louis, MO   1983   209   3,498   5,609   79
Castlewood   Garden   Mar-02   Davenport, IA   1980   96   1,294   2,090   13
Cedar Brooke Apartments   Garden   Apr-00   Independence, MO   1971   158   991   4,598   420
Cedar Rim   Garden   Apr-00   New Castle, WA   1980   104   777   5,516   433
Cedarwood   Garden   Jan-00   Gretna, LA   1978   226   784   4,861   365
Centennial   Garden   Mar-02   Fort Wayne, IN   1983   88   1,593   2,536   40
Center City   Mid Rise   Mar-02   Hazelton, PA   1981   176   2,171   3,377   135
Center Square   High Rise   Oct-99   Doylestown, PA   1975   352   576   5,069   742
Chambers Ridge   Garden   Oct-99   Harrisburg, PA   1973   324   1,107   9,501   3,666
Charleston Landing   Garden   Sep-00   Brandon, FL   1985   300   8,369   9,331   728
Chatham Harbor   Garden   Oct-99   Altamonte Springs, FL   1985   324   2,288   13,054   788
Chelsea Place   Garden   Oct-00   Murfreesboro, TN   1966   594   2,568   13,804   1,644
Chelsea Ridge Apartments   Garden   Apr-01   Wappinger Falls, NY   1966   835   10,403   32,932   2,492
Cherry Creek Gardens   Garden   Jan-00   Englewood, CO   1975   296   1,905   18,412   1,156
Cherry Ridge Terrace   Garden   Mar-02   Northern Cambria, PA   1983   62   1,044   1,674   15
Chesapeake Apartments   Garden   Jan-96   Houston, TX   1983   320   776   7,051   1,545
Chesapeake Landing   Garden   Mar-01   Dayton, OH   1986   256   2,276   4,886   363
Chesapeake Landing I   Garden   Sep-00   Aurora, IL   1986   416   16,202   16,858   1,017
Chesapeake Landing II   Garden   Mar-01   Aurora, IL   1987   184   2,041   7,971   561
Chestnut Hill   Garden   Apr-00   Philadelphia, PA   1963   834   6,457   49,463   2,717
Chestnut Hill   Garden   Oct-99   Middletown, CT   1986   314   3,003   20,132   498
Chidester Place   High Rise   Mar-02   Ypsilanti, MI   1979   151   1,991   3,133   87
Chimney Hill   Garden   Jul-00   Marietta, GA   1972   326   1,897   14,746   666
Chimney Top   Garden   Oct-02   Antioch, TN   1985   362   2,472   11,117   23
Chimneys of Oak Creek I   Garden   Oct-02   Kettering, OH   1981   200   1,670   6,043   87
Churchill Park   Garden   Jan-00   Louisville, KY   1970   384   1,909   13,212   785
Citadel   Garden   Jul-00   El Paso, TX   1973   261   1,037   8,597   238

[Additional columns below]

F-60


[Continued from above table, first column(s) repeated]

 
  December 31, 2002
   
Property Name

  Land
  Buildings and
Improvements

  Total
  Accumulated
Depreciation

  Total Cost Net of
Accumulated Depreciation

  Encumbrances
Carriage Hill   772   9,772   10,544   2,798   7,746   5,104
Carriage House   406   3,746   4,152   1,336   2,816   1,898
Casa Anita   1,125   7,355   8,480   1,453   7,027   3,869
Casa de Las Hermanitas   2,029   3,282   5,311   83   5,228   2,510
Castle Park   3,498   5,688   9,186   174   9,012   7,489
Castlewood   1,294   2,103   3,397   63   3,334   2,730
Cedar Brooke Apartments   991   5,018   6,009   2,550   3,459   3,749
Cedar Rim   777   5,949   6,726   1,946   4,780   4,848
Cedarwood   784   5,226   6,010   2,231   3,779   2,715
Centennial   1,593   2,576   4,169   65   4,104   2,488
Center City   2,171   3,512   5,683   89   5,594   4,464
Center Square   576   5,811   6,387   1,353   5,034   9,955
Chambers Ridge   1,107   13,167   14,274   4,797   9,477   5,107
Charleston Landing   8,369   10,059   18,428   1,987   16,441   10,750
Chatham Harbor   2,288   13,842   16,130   1,557   14,573   9,186
Chelsea Place   2,576   15,440   18,016   4,224   13,792   11,529
Chelsea Ridge Apartments   10,403   35,424   45,827   3,877   41,950   35,609
Cherry Creek Gardens   1,905   19,568   21,473   6,429   15,044   11,586
Cherry Ridge Terrace   1,044   1,689   2,733   43   2,690   1,603
Chesapeake Apartments   776   8,596   10,059   2,110   7,262   6,580
Chesapeake Landing   2,276   5,249   7,525   483   7,042   5,875
Chesapeake Landing I   16,202   17,875   34,077   2,228   31,849   24,949
Chesapeake Landing II   2,041   8,532   10,573   907   9,666   6,808
Chestnut Hill   6,459   52,178   58,637   11,357   47,280   24,993
Chestnut Hill   3,003   20,630   23,633   3,597   20,036   16,070
Chidester Place   1,991   3,220   5,211   81   5,130   2,500
Chimney Hill   1,904   15,405   17,309   6,133   11,176   5,400
Chimney Top   2,472   11,140   13,612   703   12,909   8,801
Chimneys of Oak Creek I   1,670   6,130   7,800   126   7,674   6,203
Churchill Park   1,909   13,997   15,906   4,059   11,847   6,450
Citadel   1,037   8,835   9,872   3,973   5,899   4,424

F-61


 
   
   
   
   
   
  (2)
Initial Cost

   
 
   
   
   
   
   
  (2)(3)
Cost Capitalized
Subsequent to
Acquisition

Property Name

  Property
Type

  (1)
Date
Consolidated

  Location
  Year
Built

  Number
of Units

  Land
  Buildings and
Improvements

Citadel Village   Garden   Jul-00   Colorado Springs, CO   1974   122   909   6,770   281
Citrus Grove   Garden   Jun-98   Redlands, CA   1985   198   1,118   6,338   701
Citrus Sunset   Garden   Jul-98   Vista, CA   1985   97   663   3,757   561
City Heights   High Rise   Mar-02   Wilkes-Barre, PA   1978   151   1,417   2,263   29
City Line   Garden   Mar-02   Hampton, VA   1976   200   1,161   1,841   36
Coatesville Towers   High Rise   Mar-02   Coatesville, PA   1979   90   1,216   1,911   55
College Park   Garden   Dec-97   Carlisle, PA   1972   209   77   14   1,068
Colonial Crest   Garden   Dec-99   Bloomington, IN   1965   208   903   4,591   1,917
Colonnade Gardens (Ferntree)   Garden   Oct-97   Phoenix, AZ   1973   196   766   4,334   737
Colony   Garden   Dec-97   Montgomery, AL   1974   176   166   2,115   494
Colony at El Conquistador, The   Garden   Jun-98   Bradenton, FL   1986   166   1,121   6,353   562
Colony at Kenilworth   Garden   Oct-99   Towson, MD   1966   383   2,311   21,364   1,420
Colony House   Garden   Oct-99   Murfreesboro, TN   1973   192   571   6,009   654
Cooper's Point   Garden   Oct-02   North Charleston, SC   1986   192   659   7,815   13
Cooper's Pond   Garden   Jan-00   Tampa, FL   1978   463   1,505   14,840   1,068
Copper Chase Apartments   Garden   Dec-96   Katy, TX   1982   316   1,742   6,791   2,235
Copper Mill Apartments   Garden   Oct-02   Richmond, VA   1987   192   1,009   9,263   7
Copperfield Apartments I & II   Garden   Nov-96   Houston, TX   1983   196   918   7,797   951
Coral Cove   Garden   May-98   Tampa, FL   1985   200   1,700   8,523   714
Coral Garden Apartments   Garden   Jul-94   Las Vegas, NV   1983   670   3,190   12,544   4,819
Country Club Villas   Garden   Jul-94   Amarillo, TX   1984   282   1,049   5,674   1,639
Country Club West   Garden   May-98   Greeley, CO   1986   288   2,848   16,044   972
Country Lakes I   Garden   Apr-01   Naperville, IL   1982   240   8,512   10,818   1,132
Country Lakes II   Garden   May-97   Naperville, IL   1986   400   3,447   35,909   1,728
Countrybrook   Town Home   Jul-02   Champaign, IL   1983   150   1,132   7,182   112
Courtney Park   Garden   May-98   Fort Collins, CO   1986   248   2,727   15,455   671
Coventry Square Apartments   Garden   Nov-96   Houston, TX   1983   270   700   4,965   2,286
Creekside   Garden   Jan-00   Denver, CO   1974   328   1,717   14,164   225
Creekside (CA)   Garden   Mar-02   Simi Valley, CA   1985   396   14,089   22,229   675
Creekside Gardens   Garden   Mar-02   Loveland, CO   1983   50   1,123   1,815   8
Creekview   Garden   Mar-02   Stroudsburg, PA   1982   80   775   1,232   22

[Additional columns below]

F-62


[Continued from above table, first column(s) repeated]

 
  December 31, 2002
   
Property Name

  Land
  Buildings and
Improvements

  Total
  Accumulated
Depreciation

  Total Cost Net of
Accumulated Depreciation

  Encumbrances
Citadel Village   909   7,051   7,960   2,485   5,475   2,450
Citrus Grove   1,118   7,039   8,157   1,389   6,768   4,649
Citrus Sunset   663   4,318   4,981   835   4,146   3,443
City Heights   1,417   2,292   3,709   58   3,651   3,422
City Line   1,161   1,877   3,038   48   2,990   2,280
Coatesville Towers   1,216   1,966   3,182   50   3,132   2,319
College Park   77   1,082   1,159   789   370   4,556
Colonial Crest   903   6,508   7,411   884   6,527   1,573
Colonnade Gardens (Ferntree)   766   5,071   5,837   1,152   4,685   2,495
Colony   166   2,609   2,775   379   2,396   1,321
Colony at El Conquistador, The   1,121   6,915   8,036   1,294   6,742   3,083
Colony at Kenilworth   2,318   22,777   25,095   8,774   16,321   13,939
Colony House   571   6,663   7,234   2,410   4,824   3,377
Cooper's Point   659   7,828   8,487   3,210   5,277   3,929
Cooper's Pond   1,505   15,908   17,413   5,867   11,546   7,808
Copper Chase Apartments   1,742   9,026   10,768   2,461   8,307   7,087
Copper Mill Apartments   1,009   9,270   10,279   3,402   6,877   5,639
Copperfield Apartments I & II   918   8,748   9,666   1,414   8,252   4,493
Coral Cove   1,700   9,237   10,937   2,340   8,597   3,798
Coral Garden Apartments   3,190   17,363   20,553   7,172   13,381   11,411
Country Club Villas   1,049   7,313   8,362   2,584   5,778   5,021
Country Club West   2,848   17,016   19,864   4,220   15,644   10,836
Country Lakes I   8,512   11,950   20,462   1,007   19,455   11,607
Country Lakes II   3,447   37,637   41,084   11,077   30,007   14,795
Countrybrook   1,132   7,294   8,426   3,594   4,832   4,423
Courtney Park   2,727   16,126   18,853   3,833   15,020   9,609
Coventry Square Apartments   700   7,251   7,951   1,474   6,477   4,676
Creekside   1,717   14,389   16,106   4,713   11,393   6,152
Creekside (CA)   14,089   22,904   36,993   693   36,300   19,070
Creekside Gardens   1,123   1,823   2,946   46   2,900   1,652
Creekview   775   1,254   2,029   32   1,997   1,856

F-63


 
   
   
   
   
   
  (2)
Initial Cost

   
 
   
   
   
   
   
  (2)(3)
Cost Capitalized
Subsequent to
Acquisition

Property Name

  Property
Type

  (1)
Date
Consolidated

  Location
  Year
Built

  Number
of Units

  Land
  Buildings and
Improvements

Crescent Gardens   Mid Rise   Mar-02   West Hollywood, CA   1982   130   7,926   12,630   233
Crossings Of Bellevue   Garden   May-98   Nashville, TN   1985   300   2,588   14,819   1,396
Crossroads   Garden   May-98   Phoenix, AZ   1982   316   2,180   12,366   1,009
Crows Nest Condominiums   Garden   Nov-96   League City, TX   1984   176   939   5,831   915
Cypress Landing   Garden   Dec-96   Savannah, GA   1984   200   1,113   5,844   1,468
Daugette Tower   High Rise   Mar-02   Gadsden, AL   1979   101   1,317   1,947   183
Debaliviere Place I   Garden   Oct-99   St. Louis, MO   1979   146   248   2,261   354
Deer Creek   Garden   Apr-00   Plainsboro, NJ   1975   288   2,123   17,079   1,369
Deercross   Garden   Oct-02   Blue Ash, OH   1985   336   4,408   14,272   106
Deercross (IN)   Garden   Oct-00   Indianapolis, IN   1979   372   3,171   10,033   871
Deerfield Apartments   Garden   Apr-01   Jacksonville, FL   1989   256   3,480   6,720   936
Delhaven Manor   Mid Rise   Mar-02   Jackson, MS   1983   104   1,382   2,218   17
Denny Place   Garden   Mar-02   North Hollywood, CA   1984   17   828   1,339   1
Doral Oaks   Garden   Dec-97   Temple Terrace, FL   1967   252   2,095   3,932   10,330
Doral Springs   Garden   Jan-00   Miami, FL   1972   368   2,587   14,212   802
Douglaston Villas and Townhomes   Garden   Aug-99   Altamonte Springs, FL   1979   234   1,666   9,454   1,343
Dunes   Garden   Jan-00   San Antonio, TX   1964   119   230   1,545   285
Dunes Apartment Homes, The   Garden   Oct-99   Indian Harbor, FL   1963   200   1,062   5,911   694
Dunwoody Park   Garden   Jul-94   Dunwoody, GA   1980   318   1,838   10,475   2,485
Eagle's Nest   Garden   May-98   San Antonio, TX   1973   226   1,053   5,969   603
East Central Towers   Mid Rise   Mar-02   Fort Wayne, IN   1980   166   1,678   2,670   43
East Farm Village   High Rise   Mar-02   East Haven, CT   1981   240   4,143   6,597   125
Easton Village Condominiums I & II   Garden   Nov-96   Houston, TX   1983   146   1,395   8,296   724
Echo Valley   Mid Rise   Mar-02   West Warwick, RI   1978   100   1,331   2,041   112
Eden Crossing   Garden   Nov-94   Pensacola, FL   1985   200   1,111   6,224   1,459
Edgewater   High Rise   Mar-02   Springfield, MA   1974   366   5,768   9,256   130
Elm Creek   Mid Rise   Dec-97   Elmhurst, IL   1986   372   5,385   41,637   2,421
Essex Park   Garden   Oct-99   Columbia, SC   1971   323   1,104   9,998   734
Ethel Arnold Bradley   Mid Rise   Mar-02   Los Angeles, CA   1983   80   1,886   3,005   46
Evanston Place   High Rise   Dec-97   Evanston, IL   1988   189   3,251   26,273   1,138
Fairlane East   Garden   Jan-01   Dearborn, MI   1973   244   6,726   13,757   707

[Additional columns below]

F-64


[Continued from above table, first column(s) repeated]

 
  December 31, 2002
   
Property Name

  Land
  Buildings and
Improvements

  Total
  Accumulated
Depreciation

  Total Cost Net of
Accumulated Depreciation

  Encumbrances
Crescent Gardens   7,926   12,863   20,789   396   20,393   10,700
Crossings Of Bellevue   2,588   16,215   18,803   4,045   14,758   7,620
Crossroads   2,180   13,375   15,555   3,404   12,151   6,310
Crows Nest Condominiums   939   6,746   7,685   1,145   6,540   2,533
Cypress Landing   1,113   7,312   8,425   1,834   6,591   5,184
Daugette Tower   1,317   2,130   3,447   54   3,393   1,399
Debaliviere Place I   248   2,615   2,863   507   2,356   2,312
Deer Creek   2,123   18,448   20,571   5,537   15,034   13,302
Deercross   4,408   14,378   18,786   4,033   14,753   11,578
Deercross (IN)   3,171   10,904   14,075   1,342   12,733   8,543
Deerfield Apartments   3,480   7,656   11,136   587   10,549   7,688
Delhaven Manor   1,382   2,235   3,617   57   3,560   2,781
Denny Place   828   1,340   2,168   34   2,134   1,173
Doral Oaks   2,095   14,262   16,357   2,003   14,354   5,949
Doral Springs   2,587   15,014   17,601   4,688   12,913   10,443
Douglaston Villas and Townhomes   1,666   10,797   12,463   2,081   10,382   6,857
Dunes   230   1,830   2,060   385   1,675   648
Dunes Apartment Homes, The   1,062   6,605   7,667   2,827   4,840   3,918
Dunwoody Park   1,838   12,960   14,798   4,126   10,672   10,584
Eagle's Nest   1,053   6,572   7,625   1,872   5,753   4,300
East Central Towers   1,678   2,713   4,391   69   4,322   3,565
East Farm Village   4,143   6,722   10,865   192   10,673   8,008
Easton Village Condominiums I & II   1,395   9,020   10,415   2,945   7,470   3,757
Echo Valley   1,331   2,153   3,484   55   3,429   154
Eden Crossing   1,111   7,683   8,794   2,451   6,343   4,973
Edgewater   5,768   9,386   15,154   280   14,874   6,614
Elm Creek   5,385   44,058   49,443   15,699   33,744   21,484
Essex Park   1,104   10,732   11,836   3,832   8,004   6,702
Ethel Arnold Bradley   1,886   3,051   4,937   77   4,860   3,892
Evanston Place   3,251   27,411   30,662   4,332   26,330   17,076
Fairlane East   6,726   14,464   21,190   1,750   19,440   8,665

F-65


 
   
   
   
   
   
  (2)
Initial Cost

   
 
   
   
   
   
   
  (2)(3)
Cost Capitalized
Subsequent to
Acquisition

Property Name

  Property
Type

  (1)
Date
Consolidated

  Location
  Year
Built

  Number
of Units

  Land
  Buildings and
Improvements

Fairway   Garden   Jan-00   Plano, TX   1978   256   3,074   5,133   308
Fairway View I   Garden   Oct-99   Baton Rouge, LA   1972   242   1,169   9,580   437
Fairway View II   Garden   Oct-99   Baton Rouge, LA   1981   204   1,287   9,037   332
Fairways   Garden   Jul-94   Chandler, AZ   1986   352   1,830   15,711   3,646
Falls of Bells Ferry, The   Garden   May-98   Marietta, GA   1987   720   6,566   37,287   2,820
Falls on Bull Creek, The   Garden   May-98   Austin, TX   1986   344   2,645   15,000   8,522
Farmingdale   Mid Rise   Oct-00   Darien, IL   1975   240   12,068   15,158   485
Ferntree   Garden   Mar-01   Phoenix, AZ   1970   219   2,078   13,788   235
Fieldcrest (FL)   Garden   Oct-98   Jacksonville, FL   1982   240   1,332   7,605   929
Fisherman's Landing   Garden   Sep-98   Temple Terrace, FL   1986   256   1,643   9,329   1,342
Fisherman's Landing   Garden   Dec-97   Bradenton, FL   1984   200   1,277   7,227   1,025
Fisherman's Wharf Apartments   Garden   Nov-96   Clute, TX   1981   360   1,257   7,533   2,438
Foothill Gardens   Garden   Mar-02   Tujunga, CA   1982   54   947   1,519   13
Foothill Place   Garden   Jul-00   Salt Lake City, UT   1973   450   3,981   21,926   1,084
Foothills   Garden   Oct-97   Tucson, AZ   1982   270   1,203   6,817   658
Forest Apartments   Garden   Jan-00   Houston, TX   1978   192   317   1,997   302
Forest River Apartments   Garden   Oct-99   Gadsden, AL   1979   248   545   5,375   559
Four Winds   Garden   Oct-02   Overland Park, KS   1986   350   1,622   17,064   50
Fox Run   Garden   Jan-00   Plainsboro, NJ   1973   776   7,006   49,808   5,407
Fox Run   Garden   Mar-02   Orange, TX   1983   70   789   1,270   65
Foxchase   Garden   Dec-97   Alexandria, VA   1947   2113   16,156   99,800   10,089
Foxfire   Garden   Oct-99   Doraville, GA   1971   266   1,395   10,008   905
Foxtree   Garden   Oct-97   Tempe, AZ   1976   487   2,458   13,929   2,482
Foxwell Memorial   High Rise   Oct-02   Baltimore, MD   1983   154   1,363   6,268   30
Frankford Place   Garden   Jul-94   Carrollton, TX   1982   274   1,125   6,084   1,616
Franklin Oaks   Garden   May-98   Franklin, TN   1987   468   3,936   22,845   2,384
Frazier Park   Garden   Mar-02   Baldwin Park, CA   1982   60   1,319   2,128   5
Freedom Place Club   Garden   Oct-97   Jacksonville, FL   1988   352   2,289   12,970   1,520
Freeland Village   Garden   Mar-02   Freeland, PA   1978   80   491   754   39
Friendship Arms   Mid Rise   Mar-02   Hyattsville, MD   1979   151   2,413   3,844   58
Gary Manor   High Rise   Mar-02   Gary, IN   1980   198   3,052   4,886   50

[Additional columns below]

F-66


[Continued from above table, first column(s) repeated]

 
  December 31, 2002
   
Property Name

  Land
  Buildings and
Improvements

  Total
  Accumulated
Depreciation

  Total Cost Net of
Accumulated Depreciation

  Encumbrances
Fairway   3,074   5,441   8,515   2,279   6,236   6,275
Fairway View I   1,169   10,017   11,186   3,729   7,457   5,076
Fairway View II   1,287   9,369   10,656   3,236   7,420   5,301
Fairways   1,830   19,357   21,187   5,512   15,675   9,379
Falls of Bells Ferry, The   6,568   40,105   46,673   9,597   37,076   24,485
Falls on Bull Creek, The   2,645   23,522   26,167   4,536   21,631   8,800
Farmingdale   12,068   15,643   27,711   1,602   26,109   14,521
Ferntree   2,078   14,023   16,101   926   15,175   4,817
Fieldcrest (FL)   1,332   8,534   9,866   1,635   8,231   5,562
Fisherman's Landing   1,643   10,671   12,314   1,996   10,318   5,086
Fisherman's Landing   1,277   8,252   9,529   1,857   7,672   5,711
Fisherman's Wharf Apartments   1,257   9,971   11,228   2,099   9,129   3,091
Foothill Gardens   947   1,532   2,479   39   2,440   1,824
Foothill Place   3,981   23,010   26,991   7,711   19,280   10,100
Foothills   1,203   7,475   8,678   1,668   7,010   3,386
Forest Apartments   317   2,299   2,616   413   2,203   1,053
Forest River Apartments   545   5,934   6,479   2,284   4,195   3,091
Four Winds   1,622   17,114   18,736   6,276   12,460   8,961
Fox Run   7,006   55,215   62,221   14,800   47,421   34,143
Fox Run   789   1,335   2,124   32   2,092   1,848
Foxchase   16,156   109,889   126,045   23,679   102,366   91,980
Foxfire   1,395   10,913   12,308   3,493   8,815   6,677
Foxtree   2,458   16,411   18,869   3,842   15,027   7,809
Foxwell Memorial   1,363   6,298   7,661   150   7,511   6,191
Frankford Place   1,125   7,700   8,825   2,659   6,166   5,489
Franklin Oaks   3,936   25,229   29,165   6,295   22,870   15,800
Frazier Park   1,319   2,133   3,452   54   3,398   2,464
Freedom Place Club   2,289   14,490   16,779   3,199   13,580   6,122
Freeland Village   491   793   1,284   20   1,264   1,090
Friendship Arms   2,413   3,902   6,315   99   6,216   3,562
Gary Manor   3,052   4,936   7,988   125   7,863   4,945

F-67


 
   
   
   
   
   
  (2)
Initial Cost

   
 
   
   
   
   
   
  (2)(3)
Cost Capitalized
Subsequent to
Acquisition

Property Name

  Property
Type

  (1)
Date
Consolidated

  Location
  Year
Built

  Number
of Units

  Land
  Buildings and
Improvements

Georgetown   Garden   Apr-00   South Bend, IN   1973   200   1,023   8,679   584
Georgetown (MA)   Garden   Aug-02   Framingham, MA   1964   207   6,058   13,752   54
Gholson Hotel   Mid Rise   Mar-02   Ranger, TX   1984   50   647   1,040   7
Gladys Hampton Houses   High Rise   Oct-02   New York, NY   1980   205   1,070   7,504   215
Glen Hollow   Garden   Dec-99   Charlotte, NC   1972   336   2,178   10,358   1,805
Glenoaks Townhomes   Garden   Mar-02   Sylmar, CA   1983   48   1,519   2,396   61
Governor's Park   Garden   Jan-00   Ft. Collins, CO   1982   188   1,108   9,055   302
Governor's Park   Garden   Apr-00   Little Rock, AR   1985   154   740   5,842   235
Granada   Mid Rise   Aug-02   Framingham, MA   1958   72   1,749   6,554   13
Grand Flamingo   High Rise   Sep-97   Miami Beach, FL   1960   1175   13,137   56,532   222,670
Grand Pointe   Garden   Dec-99   Columbia, MD   1974   325   2,715   16,777   1,088
Grandview   Garden   Mar-02   Los Angeles, CA   1981   26   632   1,022   1
Greens (AZ)   Garden   Jul-94   Chandler, AZ   2000   324   2,303   693   22,335
Greenspoint Apartments   Garden   Jan-00   Phoenix, AZ   1985   336   2,051   14,512   637
Greentree   Garden   Dec-96   Carrollton, TX   1983   365   1,932   10,163   2,938
Greentree   Garden   Jul-00   Mobile, AL   1973   178   616   6,518   398
Hamlin Estates   Garden   Mar-02   North Hollywood, CA   1983   30   1,049   1,693   3
Hampton Greens   Garden   Oct-02   Dallas, TX   1986   309   1,927   10,280   13
Hampton Hill Apartments   Garden   Nov-96   Houston, TX   1984   332   1,311   7,028   2,285
Harbor Cove   Garden   May-98   San Antonio, TX   1980   256   1,446   8,202   857
Harbor Town at Jacaranda   Garden   Sep-00   Plantation, FL   1988   280   10,023   10,628   1,193
Harbour, The   Garden   Mar-01   Melbourne, FL   1987   162   4,768   4,483   752
Harris Park Apartments   Garden   Dec-97   Rochester, NY   1968   114   422   2,519   697
Hastings Place Apartments   Garden   Nov-96   Houston, TX   1984   176   934   4,931   1,445
Haverhill Commons   Garden   May-98   W. Palm Beach, FL   1986   222   1,656   10,220   1,101
Heather Ridge   Garden   May-98   Phoenix, AZ   1983   252   1,610   9,132   607
Heather Ridge   Garden   Dec-00   Arlington, TX   1982   180   437   2,917   162
Heather Ridge   Garden   Oct-02   Irving, TX   1984   204   1,058   6,413   35
Hemet Estates   Garden   Mar-02   Hemet, CA   1983   80   1,501   2,425   44
Heritage Park at Alta Loma   Garden   Jan-01   Alta Loma, CA   1986   232   1,203   6,896   684
Heritage Park Escondido   Garden   Oct-00   Escondido, CA   1986   196   877   6,700   157

[Additional columns below]

F-68


[Continued from above table, first column(s) repeated]

 
  December 31, 2002
   
Property Name

  Land
  Buildings and
Improvements

  Total
  Accumulated
Depreciation

  Total Cost Net of
Accumulated Depreciation

  Encumbrances
Georgetown   1,023   9,263   10,286   3,640   6,646   5,062
Georgetown (MA)   6,058   13,806   19,864   172   19,692   16,726
Gholson Hotel   647   1,047   1,694   27   1,667   1,556
Gladys Hampton Houses   1,070   7,719   8,789   1,133   7,656   7,820
Glen Hollow   2,178   12,163   14,341   1,278   13,063   7,082
Glenoaks Townhomes   1,519   2,457   3,976   62   3,914   2,440
Governor's Park   1,108   9,357   10,465   2,695   7,770   6,868
Governor's Park   740   6,077   6,817   1,822   4,995   3,608
Granada   1,749   6,567   8,316   77   8,239   5,591
Grand Flamingo   13,137   279,202   292,339   10,736   281,603   87,233
Grand Pointe   2,715   17,865   20,580   2,041   18,539   10,871
Grandview   632   1,023   1,655   26   1,629   1,126
Greens (AZ)   2,303   23,028   25,331   1,501   23,830   16,848
Greenspoint Apartments   2,051   15,149   17,200   5,226   11,974   8,311
Greentree   1,932   13,101   15,033   2,623   12,410   9,672
Greentree   616   6,916   7,532   2,590   4,942   3,301
Hamlin Estates   1,049   1,696   2,745   43   2,702   1,664
Hampton Greens   1,927   10,293   12,220   4,168   8,052   5,362
Hampton Hill Apartments   1,311   9,313   10,624   2,013   8,611   5,955
Harbor Cove   1,446   9,059   10,505   2,276   8,229   5,280
Harbor Town at Jacaranda   10,023   11,821   21,844   1,239   20,605   11,800
Harbour, The   4,768   5,235   10,003   784   9,219   6,381
Harris Park Apartments   422   3,216   3,638   689   2,949   1,000
Hastings Place Apartments   934   6,376   7,310   800   6,510   4,191
Haverhill Commons   1,656   11,321   12,977   2,609   10,368   9,100
Heather Ridge   1,610   9,739   11,349   2,340   9,009   5,360
Heather Ridge   437   3,079   3,516   1,250   2,266   3,570
Heather Ridge   1,058   6,448   7,506   1,710   5,796   3,421
Hemet Estates   1,501   2,469   3,970   103   3,867   2,238
Heritage Park at Alta Loma   1,203   7,580   8,783   791   7,992   7,264
Heritage Park Escondido   877   6,857   7,734   2,115   5,619   5,316

F-69


 
   
   
   
   
   
  (2)
Initial Cost

   
 
   
   
   
   
   
  (2)(3)
Cost Capitalized
Subsequent to
Acquisition

Property Name

  Property
Type

  (1)
Date
Consolidated

  Location
  Year
Built

  Number
of Units

  Land
  Buildings and
Improvements

Heritage Park Livermore   Garden   Oct-00   Livermore, CA   1988   167   805   8,104   227
Heritage Park Montclair   Garden   Mar-01   Montclair, CA   1985   144   692   4,147   150
Heritage Square   Garden   Mar-02   Texas City, TX   1983   50   731   1,165   16
Heritage Village Anaheim   Garden   Oct-00   Anaheim, CA   1986   196   1,642   7,653   300
Hibben Ferry I   Garden   Apr-00   Mt. Pleasant, SC   1983   240   1,465   8,854   317
Hickory Hill   Garden   Oct-02   Frederick, MD   1981   162   870   6,820   16
Hidden Cove   Garden   Jul-98   Escondido, CA   1985   334   3,043   17,604   3,147
Hidden Cove   Garden   Apr-00   Belleville, MI   1976   120   455   5,275   354
Hidden Harbour   Garden   Oct-02   Melbourne, FL   1985   216   2,508   8,100   16
Hidden Lake   Garden   May-98   Tampa, FL   1983   267   1,361   7,723   770
Hiddentree   Garden   Oct-97   East Lansing, MI   1966   261   1,470   8,330   1,751
Highland Park   Garden   Dec-96   Fort Worth, TX   1985   500   6,463   9,463   3,396
Highlawn Place   High Rise   Mar-02   Huntington, WV   1977   133   1,339   2,159   12
Hillcrest   Garden   Oct-02   Euless, TX   1983   298   997   7,685   36
Hillcreste (CA)   Garden   Mar-02   Los Angeles, CA   1989   315   29,733   47,652   881
Hillmeade   Garden   Nov-94   Nashville, TN   1985   288   2,872   16,066   8,787
Hills at the Arboretum, The   Garden   Oct-97   Austin, TX   1983   327   1,367   7,747   11,401
Hollymead Square   Garden   Mar-00   Charlottesville, VA   1978   100   300   2,468   294
Hudson Gardens   Garden   Mar-02   Pasadena, CA   1983   41   899   1,434   20
Hunt Club   Garden   Jul-01   Euless, TX   1982   204   1,715   6,653   206
Hunt Club   Garden   Oct-99   Indianapolis, IN   1972   200   825   5,617   612
Hunt Club   Garden   Apr-02   Winston-Salem, NC   1983   128   740   4,254   28
Hunt Club (MD)   Garden   Sep-00   Gaithersburg, MD   1986   336   17,831   12,560   1,171
Hunt Club (PA)   Garden   Sep-00   North Wales, PA   1986   320   16,515   13,645   2,210
Hunt Club (TX)   Garden   Mar-01   Austin, TX   1987   384   10,602   11,915   598
Hunt Club I   Garden   Oct-00   Ypsilanti, MI   1988   296   3,046   9,810   718
Hunt Club II   Garden   Mar-01   Ypsilanti, MI   1988   144   1,684   6,040   271
Hunter's Chase   Garden   Jan-01   Midlothian, VA   1985   320   4,468   11,410   636
Hunter's Creek   Garden   May-99   Cincinnati, OH   1981   146   661   3,743   772
Hunter's Crossing   Garden   Jul-02   Baltimore, MD   1979   168   869   8,952   57
Hunter's Crossing (VA)   Garden   Apr-01   Leesburg, VA   1967   164   2,244   7,749   490

[Additional columns below]

F-70


[Continued from above table, first column(s) repeated]

 
  December 31, 2002
   
Property Name

  Land
  Buildings and
Improvements

  Total
  Accumulated
Depreciation

  Total Cost Net of
Accumulated Depreciation

  Encumbrances
Heritage Park Livermore   805   8,331   9,136   2,232   6,904   4,970
Heritage Park Montclair   692   4,297   4,989   426   4,563   4,620
Heritage Square   731   1,181   1,912   30   1,882   1,357
Heritage Village Anaheim   1,642   7,953   9,595   2,261   7,334   6,057
Hibben Ferry I   1,465   9,171   10,636   1,127   9,509   6,305
Hickory Hill   870   6,836   7,706   2,018   5,688   3,905
Hidden Cove   3,043   20,751   23,794   3,746   20,048   13,205
Hidden Cove   455   5,629   6,084   2,153   3,931   2,778
Hidden Harbour   2,508   8,116   10,624   192   10,432   7,622
Hidden Lake   1,361   8,493   9,854   2,086   7,768   4,915
Hiddentree   1,470   10,081   11,551   2,385   9,166   3,875
Highland Park   6,463   12,859   19,322   3,590   15,732   11,459
Highlawn Place   1,339   2,171   3,510   55   3,455   2,453
Hillcrest   997   7,721   8,718   2,613   6,105   3,449
Hillcreste (CA)   29,733   48,533   78,266   1,658   76,608   48,879
Hillmeade   2,872   24,853   27,725   7,428   20,297   9,906
Hills at the Arboretum, The   1,367   19,148   20,515   2,420   18,095   15,405
Hollymead Square   300   2,762   3,062   974   2,088   3,455
Hudson Gardens   899   1,454   2,353   37   2,316   1,199
Hunt Club   1,715   6,859   8,574   349   8,225   5,395
Hunt Club   825   6,229   7,054   2,819   4,235   3,706
Hunt Club   740   4,282   5,022   122   4,900   3,519
Hunt Club (MD)   17,831   13,731   31,562   1,976   29,586   18,732
Hunt Club (PA)   16,515   15,855   32,370   2,478   29,892   21,500
Hunt Club (TX)   10,602   12,513   23,115   1,523   21,592   19,936
Hunt Club I   3,046   10,528   13,574   1,097   12,477   10,637
Hunt Club II   1,684   6,311   7,995   698   7,297   4,165
Hunter's Chase   4,468   12,046   16,514   1,327   15,187   10,973
Hunter's Creek   661   4,515   5,176   983   4,193   2,970
Hunter's Crossing   869   9,009   9,878   2,867   7,011   3,931
Hunter's Crossing (VA)   2,244   8,239   10,483   1,006   9,477   4,411

F-71


 
   
   
   
   
   
  (2)
Initial Cost

   
 
   
   
   
   
   
  (2)(3)
Cost Capitalized
Subsequent to
Acquisition

Property Name

  Property
Type

  (1)
Date
Consolidated

  Location
  Year
Built

  Number
of Units

  Land
  Buildings and
Improvements

Hunters Glen   Garden   Apr-98   Austell, GA   1983   72   301   1,709   259
Hunters Glen IV   Garden   Oct-99   Plainsboro, NJ   1976   264   2,166   14,874   1,660
Hunters Glen V   Garden   Oct-99   Plainsboro, NJ   1977   304   2,606   17,822   2,079
Hunters Glen VI   Garden   Oct-99   Plainsboro, NJ   1977   328   2,399   16,222   2,170
Huntington Athletic Club   Garden   Oct-99   Morrisville, NC   1986   212   1,640   11,189   1,007
Indian Creek Village   Garden   Oct-99   Overland Park, KS   1972   273   2,311   11,169   2,213
Indian Oaks   Garden   Mar-02   Simi Valley, CA   1986   254   11,190   17,784   417
Island Club   Garden   Oct-02   Columbus, OH   1984   308   1,735   11,227   180
Island Club (Beville)   Garden   Oct-00   Daytona Beach, FL   1986   204   7,496   9,186   475
Island Club (CA)   Garden   Oct-00   Oceanside, CA   1986   592   17,402   30,174   3,072
Island Club (MD)   Garden   Mar-01   Columbia, MD   1986   176   2,450   14,523   418
Island Club (Palm Aire)   Garden   Oct-00   Pompano Beach, FL   1988   260   7,797   8,408   1,056
Islandtree   Garden   Oct-97   Savannah, GA   1985   216   1,267   7,181   1,135
Jefferson Place   Garden   Nov-94   Baton Rouge, LA   1985   234   2,697   16,348   710
Kern Villa   Garden   Mar-02   Los Angeles, CA   1982   49   1,432   2,288   28
Key Towers   High Rise   Apr-01   Alexandria, VA   1964   140   1,526   7,030   822
King Towers   High Rise   Mar-02   Cincinnati, OH   1964   68   287   412   53
King's Crossing   Garden   Jul-02   Columbia, MD   1983   168   4,179   8,207   30
Knolls, The   Garden   Jul-02   Colorado Springs, CO   1972   262   3,141   14,811   173
Knollwood   Garden   Jul-00   Nashville, TN   1972   326   1,832   15,315   1,117
La Colina   Garden   Oct-99   Denton, TX   1984   264   1,404   5,634   350
La Jolla   Garden   May-98   San Antonio, TX   1975   300   2,074   11,743   819
La Jolla de Tucson   Garden   May-98   Tucson, AZ   1978   223   1,342   7,803   788
Lake Castleton   Garden   May-99   Indianapolis, IN   1997   1261   5,183   29,736   6,360
Lake Forest   Garden   Oct-02   Brandon, MS   1983   136   931   6,246  
Lake Forest Apartments   Garden   Jul-00   Omaha, NE   1971   312   1,868   13,056   429
Lake Johnson Mews   Garden   Oct-99   Raleigh, NC   1972   201   1,259   9,447   775
Lake Meadows   Garden   Jul-02   Garland, TX   1984   96   566   3,141   41
Lakehaven I   Garden   Dec-97   Carol Stream, IL   1984   144   1,652   7,211   349
Lakehaven II   Garden   Dec-97   Carol Stream, IL   1985   348   2,822   12,512   891
Lakes at South Coast, The   Mid Rise   Mar-02   Costa Mesa, CA   1987   770   47,889   77,353   627

[Additional columns below]

F-72


[Continued from above table, first column(s) repeated]

 
  December 31, 2002
   
Property Name

  Land
  Buildings and
Improvements

  Total
  Accumulated
Depreciation

  Total Cost Net of
Accumulated Depreciation

  Encumbrances
Hunters Glen   301   1,968   2,269   403   1,866   889
Hunters Glen IV   2,166   16,534   18,700   4,957   13,743   7,771
Hunters Glen V   2,606   19,901   22,507   5,866   16,641   14,026
Hunters Glen VI   2,399   18,392   20,791   6,134   14,657   14,599
Huntington Athletic Club   1,640   12,196   13,836   3,668   10,168   6,965
Indian Creek Village   2,311   13,382   15,693   5,145   10,548   8,339
Indian Oaks   11,190   18,201   29,391   561   28,830   15,500
Island Club   1,735   11,407   13,142   2,222   10,920   9,444
Island Club (Beville)   7,496   9,661   17,157   2,556   14,601   8,392
Island Club (CA)   17,402   33,246   50,648   865   49,783   37,720
Island Club (MD)   2,450   14,941   17,391   1,345   16,046   11,081
Island Club (Palm Aire)   7,797   9,464   17,261   1,212   16,049   9,787
Islandtree   1,267   8,316   9,583   1,922   7,661   3,700
Jefferson Place   2,697   17,058   19,755   5,186   14,569   8,457
Kern Villa   1,432   2,316   3,748   59   3,689   2,114
Key Towers   1,526   7,852   9,378   852   8,526   5,419
King Towers   287   465   752   12   740   692
King's Crossing   4,179   8,237   12,416   2,900   9,516   5,976
Knolls, The   3,141   14,984   18,125   5,156   12,969   9,433
Knollwood   1,835   16,429   18,264   6,371   11,893   6,780
La Colina   1,404   5,984   7,388   329   7,059   6,485
La Jolla   2,074   12,562   14,636   3,042   11,594   7,950
La Jolla de Tucson   1,342   8,591   9,933   2,326   7,607   5,343
Lake Castleton   5,183   36,096   41,279   4,982   36,297   27,633
Lake Forest   931   6,246   7,177   2,412   4,765  
Lake Forest Apartments   1,868   13,485   15,353   5,143   10,210   6,321
Lake Johnson Mews   1,259   10,222   11,481   3,019   8,462   6,885
Lake Meadows   566   3,182   3,748   861   2,887   1,568
Lakehaven I   1,652   7,560   9,212   1,927   7,285   6,426
Lakehaven II   2,822   13,403   16,225   4,669   11,556   16,167
Lakes at South Coast, The   47,889   77,980   125,869   2,485   123,384   75,600

F-73


 
   
   
   
   
   
  (2)
Initial Cost

   
 
   
   
   
   
   
  (2)(3)
Cost Capitalized
Subsequent to
Acquisition

Property Name

  Property
Type

  (1)
Date
Consolidated

  Location
  Year
Built

  Number
of Units

  Land
  Buildings and
Improvements

Lakes, The   Garden   Jan-00   Raleigh, NC   1972   600   3,054   20,628   1,298
Lakeside   Garden   Oct-99   Lisle, IL   1972   568   3,873   30,358   1,415
Lakeside Manor   Garden   Apr-01   Iowa City, IA   1965   401   4,781   5,992   1,167
Lakeside North at Carrollwood   Garden   Sep-00   Tampa, FL   1984   168   3,205   5,379   553
Lakeside Place   Garden   Oct-99   Houston, TX   1976   734   4,776   36,288   2,151
Lakewood   Garden   Jul-02   Tomball, TX   1979   256   788   8,565   51
Lamplighter Park   Garden   Apr-00   Bellevue, WA   1967   174   1,978   8,571   1,214
Landings   Garden   Jan-01   Indianapolis, IN   1973   150   633   2,968   857
Landmark   Garden   Apr-00   Raleigh, NC   1970   292   1,652   14,017   498
Landmark   High Rise   May-98   Albuquerque, NM   1965   101   780   4,426   1,359
Las Americas Housing   Garden   Apr-02   Ponce, Puerto Rico   1981   250   1,326   9,919   10
Las Brisas   Garden   Jul-94   Casa Grande, AZ   1985   132   573   3,108   703
Las Brisas (TX)   Garden   Dec-95   San Antonio, TX   1983   176   1,100   5,214   1,096
Lasalle   Garden   Oct-00   San Francisco, CA   1976   145   1,165   7,383   3,978
Lebanon Station   Garden   Oct-99   Columbus, OH   1974   387   1,694   9,560   745
Legend Oaks   Garden   May-98   Tampa, FL   1983   416   2,304   13,052   1,145
Leona   Garden   Dec-97   Uvalde, TX   1973   40   34   148   271
Lexington   Garden   Jul-94   San Antonio, TX   1981   72   312   1,686   543
Lexington Green   Garden   Oct-99   Sarasota, FL   1974   267   1,471   10,135   1,272
Lighthouse at Twin Lakes I   Garden   Apr-00   Beltsville, MD   1969   480   2,822   19,268   1,328
Lighthouse at Twin Lakes II   Garden   Apr-00   Beltsville, MD   1971   113   726   5,390   318
Lighthouse at Twin Lakes III   Garden   Apr-00   Beltsville, MD   1978   107   603   3,965   104
Locust House   High Rise   Mar-02   Westminster, MD   1979   99   1,223   1,947   31
Lodge, The   Garden   Jan-00   Denver, CO   1973   376   1,920   15,065   523
Loft, The   Garden   Oct-99   Raleigh, NC   1974   184   1,979   11,704   623
Loring Towers (MN)   High Rise   Oct-02   Minneapolis, MN   1970   208   236   9,570   39
Los Arboles   Garden   Sep-97   Chandler, AZ   1985   232   1,662   9,489   1,409
Madera Point   Garden   May-98   Phoenix, AZ   1986   256   2,103   12,563   826
Malibu Canyon   Garden   Mar-02   Calabasas, CA   1986   698   35,060   55,188   1,833
Maple Bay   Garden   Dec-99   Virginia Beach, VA   1971   414   2,600   16,134   2,518
Mariners Cove   Garden   Mar-02   San Diego, CA   1984   500     25,537   1,451

[Additional columns below]

F-74


[Continued from above table, first column(s) repeated]

 
  December 31, 2002
   
Property Name

  Land
  Buildings and
Improvements

  Total
  Accumulated
Depreciation

  Total Cost Net of
Accumulated Depreciation

  Encumbrances
Lakes, The   3,072   21,908   24,980   7,128   17,852   12,240
Lakeside   4,121   31,525   35,646   8,524   27,122   23,973
Lakeside Manor   4,781   7,159   11,940   954   10,986   5,525
Lakeside North at Carrollwood   3,205   5,932   9,137   728   8,409   6,061
Lakeside Place   4,776   38,439   43,215   12,458   30,757   22,275
Lakewood   788   8,616   9,404   2,094   7,310   5,205
Lamplighter Park   1,978   9,785   11,763   2,462   9,301   7,741
Landings   633   3,825   4,458   1,415   3,043   2,856
Landmark   1,652   14,515   16,167   5,709   10,458   6,136
Landmark   780   5,785   6,565   1,246   5,319   3,261
Las Americas Housing   1,326   9,929   11,255   3,222   8,033   7,640
Las Brisas   573   3,811   4,384   1,240   3,144  
Las Brisas (TX)   1,100   6,310   7,410   1,623   5,787   4,164
Lasalle   1,165   11,361   12,526   1,939   10,587   3,727
Lebanon Station   1,694   10,305   11,999   2,294   9,705   6,858
Legend Oaks   2,304   14,197   16,501   3,553   12,948   7,154
Leona   34   419   453   203   250   395
Lexington   312   2,229   2,541   677   1,864   897
Lexington Green   1,471   11,407   12,878   3,264   9,614   6,697
Lighthouse at Twin Lakes I   2,822   20,596   23,418   3,374   20,044   12,035
Lighthouse at Twin Lakes II   726   5,708   6,434   1,287   5,147   2,791
Lighthouse at Twin Lakes III   603   4,069   4,672   747   3,925   2,616
Locust House   1,223   1,978   3,201   50   3,151   1,919
Lodge, The   1,924   15,584   17,508   5,185   12,323   6,814
Loft, The   1,979   12,327   14,306   2,868   11,438   4,139
Loring Towers (MN)   236   9,609   9,845   1,107   8,738   1,942
Los Arboles   1,662   10,898   12,560   2,467   10,093   6,533
Madera Point   2,103   13,389   15,492   3,281   12,211   8,067
Malibu Canyon   35,060   57,021   92,081   1,749   90,332   46,900
Maple Bay   2,600   18,652   21,252   2,066   19,186   9,511
Mariners Cove     26,988   26,988   790   26,198   10,872

F-75


 
   
   
   
   
   
  (2)
Initial Cost

   
 
   
   
   
   
   
  (2)(3)
Cost Capitalized
Subsequent to
Acquisition

Property Name

  Property
Type

  (1)
Date
Consolidated

  Location
  Year
Built

  Number
of Units

  Land
  Buildings and
Improvements

Mariner's Cove   Garden   Mar-00   Virginia Beach, VA   1974   458   1,517   8,442   15,065
Mayfair Village   Garden   Nov-00   West Lafayette, IN   1964   72   977   1,285   238
McMillan Place   Garden   Jan-00   Dallas, TX   1986   402   2,333   13,822   524
Meadow Creek   Garden   Jul-94   Boulder, CO   1972   332   1,435   24,686   2,839
Meadows   Garden   Dec-00   Austin, TX   1983   100   579   3,661   208
Merrill House   High Rise   Jan-00   Fairfax, VA   1962   159   1,836   10,818   967
Mesa Ridge   Garden   May-98   San Antonio, TX   1986   200   1,210   6,858   480
Mesa Ridge   Garden   Apr-02   Albuquerque, NM   1985   264   1,248   7,159  
Michigan Apartments   Garden   Dec-99   Indianapolis, IN   1965   253   516   3,690   480
Millhopper Village   Garden   Oct-99   Gainesville, FL   1969   136   752   5,969   332
Misty Woods   Garden   Jan-00   Charlotte, NC   1986   228   505   8,806   443
Montecito   Garden   Jul-94   Austin, TX   1985   268   1,268   6,889   2,852
Mountain Run   Garden   Dec-97   Arvada, CO   1974   96   335   3,090   2,157
Mountain View   Garden   May-98   Colorado Springs, CO   1985   252   2,536   14,837   748
Mulberry   High Rise   Mar-02   Scranton, PA   1981   206   2,720   4,365   51
New Baltimore   Mid Rise   Mar-02   New Baltimore, MI   1980   101   1,254   2,009   19
New Haven Plaza   Garden   Mar-02   Far Rockaway, NY   1979   344   4,924   7,889   132
New West 111th St Apartments   High Rise   Oct-02   New York, NY   1929   74   670   3,210   23
Newberry Park   Garden   Dec-97   Chicago, IL   1985   84   1,396   8,235   119
Newport   Garden   Jul-94   Avondale, AZ   1986   204   801   4,345   1,342
Nob Hill Villa   Garden   Jul-00   Nashville, TN   1971   472   2,032   15,125   1,047
North River Club   Garden   Mar-02   Oceanside, CA   1983   56   1,366   2,209   25
North River Place   Garden   Jul-02   Chillicothe, OH   1980   120   630   3,599   54
North Slope   Garden   Oct-02   Greenville, SC   1984   156   1,767   5,434   10
Northlake Village   Garden   Oct-00   Lima, OH   1971   150   651   1,795   482
Northpoint   Garden   Jan-00   Chicago, IL   1921   304   2,244   15,809   558
Northview Harbor   Garden   Dec-99   Grand Rapids, MI   1982   360   2,008   10,623   948
Northwinds, The   Garden   Mar-02   Wytheville, VA   1978   144   1,099   1,179   599
Northwoods   Garden   Oct-02   Worthington, OH   1983   280   2,018   8,407   220
Northwoods (CT)   Garden   Mar-01   Middletown, CT   1987   336   16,513   14,456   856
Northwoods Apartments   Garden   Oct-99   Pensacola, FL   1979   320   1,313   10,257   1,004

[Additional columns below]

F-76


[Continued from above table, first column(s) repeated]

 
  December 31, 2002
   
Property Name

  Land
  Buildings and
Improvements

  Total
  Accumulated
Depreciation

  Total Cost Net of
Accumulated Depreciation

  Encumbrances
Mariner's Cove   1,517   23,507   25,024   3,925   21,099   13,362
Mayfair Village   977   1,523   2,500   170   2,330   1,208
McMillan Place   2,333   14,346   16,679   4,989   11,690   12,067
Meadow Creek   1,435   27,525   28,960   5,449   23,511   6,671
Meadows   579   3,869   4,448   1,012   3,436   2,703
Merrill House   1,836   11,785   13,621   1,141   12,480   6,797
Mesa Ridge   1,210   7,338   8,548   1,884   6,664   4,580
Mesa Ridge   1,248   7,159   8,407   271   8,136   2,830
Michigan Apartments   516   4,170   4,686   490   4,196   1,405
Millhopper Village   752   6,301   7,053   1,989   5,064   4,087
Misty Woods   505   9,249   9,754   3,216   6,538   5,038
Montecito   1,268   9,741   11,009   3,399   7,610   5,547
Mountain Run   335   5,247   5,582   917   4,665   3,233
Mountain View   2,546   15,575   18,121   3,747   14,374   8,343
Mulberry   2,720   4,416   7,136   111   7,025   5,313
New Baltimore   1,254   2,028   3,282   51   3,231   1,525
New Haven Plaza   4,924   8,021   12,945   258   12,687   9,439
New West 111th St Apartments   670   3,233   3,903   191   3,712   2,851
Newberry Park   1,396   8,354   9,750   1,104   8,646   8,010
Newport   801   5,687   6,488   1,861   4,627   4,438
Nob Hill Villa   2,032   16,172   18,204   7,047   11,157   6,640
North River Club   1,366   2,234   3,600   67   3,533   2,448
North River Place   630   3,653   4,283   217   4,066   2,815
North Slope   1,767   5,444   7,211   135   7,076   3,743
Northlake Village   651   2,277   2,928   297   2,631   1,434
Northpoint   2,244   16,367   18,611   4,115   14,496   10,075
Northview Harbor   2,008   11,571   13,579   1,241   12,338   7,387
Northwinds, The   1,099   1,778   2,877   45   2,832   2,301
Northwoods   2,018   8,627   10,645   900   9,745   8,269
Northwoods (CT)   16,513   15,312   31,825   1,879   29,946   21,275
Northwoods Apartments   1,313   11,261   12,574   3,746   8,828   6,791

F-77


 
   
   
   
   
   
  (2)
Initial Cost

   
 
   
   
   
   
   
  (2)(3)
Cost Capitalized
Subsequent to
Acquisition

Property Name

  Property
Type

  (1)
Date
Consolidated

  Location
  Year
Built

  Number
of Units

  Land
  Buildings and
Improvements

Oak Falls Condominiums   Garden   Nov-96   Spring, TX   1983   144   1,017   5,374   1,253
Oak Forest   Garden   Oct-02   Arlington, TX   1983   204   883   6,049   26
Oak Park Village I   Garden   Oct-00   Lansing, MI   1973   410   5,663   12,481   3,483
Oak Park Village II   Garden   Dec-00   Lansing, MI   1973   208   4,542   4,189   490
Oak Run Apartments   Garden   Oct-02   Dallas, TX   1979   420   6,136   13,271   19
Oakbrook (MI)   Garden   Dec-99   Battle Creek, MI   1981   586   3,158   16,317   2,613
Oaks at Woodridge I   Garden   Oct-02   Fairfield, OH   1985   332   2,554   12,092   94
Oakwood Village On Lake Nancy   Garden   Oct-99   Winter Park, FL   1973   278   1,207   11,026   645
Ocean Oaks   Garden   May-98   Port Orange, FL   1988   296   2,132   12,926   910
O'Fallon   Garden   Mar-02   O'Fallon, IL   1982   132   1,912   3,104   6
Okemos Station   Garden   Oct-02   Okemos, MI   1981   112   614   3,537   15
Old Farm   Garden   Dec-98   Lexington, KY   1985   330   1,836   10,589   1,076
Old Orchard   Garden   Dec-99   Grand Rapids, MI   1974   664   3,202   14,215   1,425
Old Salem   Garden   Oct-99   Charlottesville, VA   1967   364   2,087   16,780   1,799
Olde Towne West II   Garden   Oct-02   Alexandria, VA   1977   72   171   2,983   11
Olde Towne West III   Garden   Apr-00   Alexandria, VA   1978   75   413   4,243   271
Olmos Club   Garden   Oct-97   San Antonio, TX   1983   134   322   1,825   313
Olympiad   Garden   Nov-94   Montgomery, AL   1986   176   1,046   5,730   1,280
One Lytle Place   High Rise   Jan-00   Cincinnati, OH   1980   231   2,244   21,826   313
Orchidtree   Garden   Oct-97   Scottsdale, AZ   1971   278   2,314   13,112   1,778
Overlook Point   Garden   Oct-02   West Valley City, UT   1984   304   1,527   13,764   32
Oxford House   Mid Rise   Mar-02   Decatur, IL   1979   156   2,520   4,207   72
Pacific Coast Villa   Garden   Mar-02   Long Beach, CA   1979   50   947   1,529   4
Palencia   Garden   May-98   Tampa, FL   1985   420   2,804   16,248   7,398
Palisades, The   Garden   Oct-02   Montgomery, AL   1968   432   1,052   10,706   235
Palm Lake   Garden   Oct-99   Tampa, FL   1972   150   680   4,301   817
Palm Springs Senior   Garden   Mar-02   Palm Springs, CA   1981   116   2,190   3,503   25
Panorama City I   Garden   Mar-02   North Hollywood, CA   1982   14   254   463   4
Panorama City II   Garden   Mar-02   North Hollywood, CA   1982   13   300   486   2
Panorama Park   Garden   Mar-02   Bakersfield, CA   1982   66   1,141   1,772   74
Paradise Palms   Garden   Jul-94   Phoenix, AZ   1970   130   647   3,513   1,401

[Additional columns below]

F-78


[Continued from above table, first column(s) repeated]

 
  December 31, 2002
   
Property Name

  Land
  Buildings and
Improvements

  Total
  Accumulated
Depreciation

  Total Cost Net of
Accumulated Depreciation

  Encumbrances
Oak Falls Condominiums   1,017   6,627   7,644   817   6,827   4,571
Oak Forest   883   6,075   6,958   2,044   4,914   2,645
Oak Park Village I   5,663   15,964   21,627   2,066   19,561   4,309
Oak Park Village II   4,542   4,679   9,221   752   8,469   3,099
Oak Run Apartments   6,136   13,290   19,426   5,199   14,227   9,992
Oakbrook (MI)   3,158   18,930   22,088   1,778   20,310   7,998
Oaks at Woodridge I   2,554   12,186   14,740   2,410   12,330   10,334
Oakwood Village On Lake Nancy   1,207   11,671   12,878   4,606   8,272   6,707
Ocean Oaks   2,132   13,836   15,968   3,292   12,676   10,295
O'Fallon   1,912   3,110   5,022   96   4,926   4,016
Okemos Station   614   3,552   4,166   239   3,927   2,875
Old Farm   1,836   11,665   13,501   2,033   11,468   9,502
Old Orchard   3,202   15,640   18,842   1,296   17,546   9,911
Old Salem   2,087   18,579   20,666   5,745   14,921   9,460
Olde Towne West II   171   2,994   3,165   1,162   2,003   3,085
Olde Towne West III   413   4,514   4,927   366   4,561   3,926
Olmos Club   322   2,138   2,460   502   1,958   1,096
Olympiad   1,046   7,010   8,056   2,257   5,799   4,429
One Lytle Place   2,244   22,139   24,383   2,155   22,228   12,321
Orchidtree   2,314   14,890   17,204   3,252   13,952   6,380
Overlook Point   1,527   13,796   15,323   4,501   10,822   8,509
Oxford House   2,520   4,279   6,799   306   6,493   4,291
Pacific Coast Villa   947   1,533   2,480   39   2,441   1,072
Palencia   2,804   23,646   26,450   5,327   21,123   12,768
Palisades, The   1,052   10,941   11,993   5,059   6,934   4,086
Palm Lake   683   5,115   5,798   2,528   3,270   2,854
Palm Springs Senior   2,190   3,528   5,718   90   5,628   4,048
Panorama City I   254   467   721   52   669   641
Panorama City II   300   488   788   12   776   598
Panorama Park   1,141   1,846   2,987   47   2,940   2,587
Paradise Palms   647   4,914   5,561   1,589   3,972   3,930

F-79


 
   
   
   
   
   
  (2)
Initial Cost

   
 
   
   
   
   
   
  (2)(3)
Cost Capitalized
Subsequent to
Acquisition

Property Name

  Property
Type

  (1)
Date
Consolidated

  Location
  Year
Built

  Number
of Units

  Land
  Buildings and
Improvements

Park at Cedar Lawn, The   Garden   Nov-96   Galveston, TX   1985   192   1,025   6,147   1,416
Park at Deerbrook   Garden   Oct-99   Humble, TX   1984   100   171   502   202
Park Avenue Towers (PA)   Garden   Oct-00   Wilkes-Barre, PA   1978   130   292   2,545   146
Park Capitol   Garden   Apr-00   Salt Lake City, UT   1972   135   709   5,267   507
Park Colony   Garden   May-98   Norcross, GA   1984   352   3,257   18,569   1,617
Park Place Texas   Garden   Mar-02   Cleveland, TX   1983   60   835   1,323   26
Park Towne   High Rise   Apr-00   Philadelphia, PA   1959   980   7,644   54,834   20,067
Park, The   Garden   Oct-98   Melbourne, FL   1983   120   719   4,065   382
Parker House   Garden   Apr-01   Hyattsville, MD   1965   296   7,818   16,309   613
Parktown Townhouses   Garden   Oct-99   Deer Park, TX   1968   309   1,698   12,941   4,989
Parkview   Garden   Mar-02   Sacramento, CA   1980   97   1,935   3,104   29
Parkway (VA)   Garden   Mar-00   Williamsburg, VA   1971   148   282   2,220   508
Parliament Bend   Garden   Jul-94   San Antonio, TX   1980   232   765   4,141   1,576
Patchen Place   Garden   Oct-99   Lexington, KY   1974   202   822   6,601   537
Peachtree Park   Garden   Jan-96   Atlanta, GA   1962/1995   295   4,683   12,355   3,397
Pebble Point   Garden   Oct-02   Indianapolis, IN   1980   220   2,197   6,499   19
Penn Square   Garden   Dec-94   Albuquerque, NM   1982   210   1,128   6,183   1,561
Pennbrook   Garden   Mar-02   Owoso, MI   1981   108   1,216   1,944   24
Peppermill Place Apartments   Garden   Nov-96   Houston, TX   1983   224   844   5,055   1,168
Peppermill Village   Garden   Oct-02   West Lafayette, IN   1981   192   1,326   6,426   21
Peppertree   Garden   Mar-02   Cypress, CA   1971   136   4,205   6,350   797
Pickwick Place   Garden   Oct-99   Indianapolis, IN   1973   336   961   8,828   1,787
Pine Creek   Garden   Oct-97   Clio, MI   1978   233   872   4,940   813
Pine Lake Terrace   Garden   Mar-02   Garden Grove, CA   1971   111   3,165   5,011   262
Pine Shadows   Garden   May-98   Phoenix, AZ   1983   272   2,095   11,882   812
Pinebrook Manor   Garden   Mar-02   Lansing, MI   1971   136   1,212   1,702   295
Pines of Roanoke   Garden   Oct-99   Roanoke, VA   1978   216   977   7,517   670
Pines, The   Garden   Oct-98   Palm Bay, FL   1984   216   602   3,402   716
Pinetree   Garden   Oct-99   Charlotte, NC   1972   220   996   7,513   716
Pinewood Place   Garden   Mar-02   Toledo, OH   1979   100   658   982   97
Place Du Plantier   Garden   Oct-99   Baton Rouge, LA   1972   268   1,344   10,623   550

[Additional columns below]

F-80


[Continued from above table, first column(s) repeated]

 
  December 31, 2002
   
Property Name

  Land
  Buildings and
Improvements

  Total
  Accumulated
Depreciation

  Total Cost Net of
Accumulated Depreciation

  Encumbrances
Park at Cedar Lawn, The   1,025   7,563   8,588   1,221   7,367   4,787
Park at Deerbrook   171   704   875   681   194   2,535
Park Avenue Towers (PA)   292   2,691   2,983   787   2,196   2,239
Park Capitol   709   5,774   6,483   1,710   4,773   2,725
Park Colony   3,257   20,186   23,443   4,804   18,639   10,158
Park Place Texas   835   1,349   2,184   33   2,151   1,753
Park Towne   7,644   74,901   82,545   12,620   69,925   36,510
Park, The   719   4,447   5,166   822   4,344   2,448
Parker House   7,818   16,922   24,740   7,498   17,242   7,508
Parktown Townhouses   1,716   17,912   19,628   2,800   16,828   7,441
Parkview   1,935   3,133   5,068   82   4,986   2,991
Parkway (VA)   282   2,728   3,010   908   2,102   2,181
Parliament Bend   765   5,717   6,482   1,907   4,575  
Patchen Place   822   7,138   7,960   3,122   4,838   3,000
Peachtree Park   4,683   15,752   20,435   4,437   15,998   12,887
Pebble Point   2,197   6,518   8,715   220   8,495   5,633
Penn Square   1,128   7,744   8,872   2,337   6,535   4,016
Pennbrook   1,216   1,968   3,184   50   3,134   2,666
Peppermill Place Apartments   844   6,223   7,067   1,007   6,060   4,466
Peppermill Village   1,326   6,447   7,773   719   7,054   4,830
Peppertree   4,205   7,147   11,352   519   10,833   6,369
Pickwick Place   961   10,615   11,576   3,750   7,826   6,040
Pine Creek   872   5,753   6,625   1,115   5,510   2,101
Pine Lake Terrace   3,165   5,273   8,438   282   8,156   4,506
Pine Shadows   2,095   12,694   14,789   3,098   11,691   7,500
Pinebrook Manor   1,212   1,997   3,209   50   3,159   1,151
Pines of Roanoke   979   8,185   9,164   3,000   6,164   3,942
Pines, The   602   4,118   4,720   762   3,958   2,149
Pinetree   996   8,229   9,225   2,569   6,656   4,631
Pinewood Place   658   1,079   1,737   27   1,710   2,097
Place Du Plantier   1,344   11,173   12,517   4,392   8,125   6,276

F-81


 
   
   
   
   
   
  (2)
Initial Cost

   
 
   
   
   
   
   
  (2)(3)
Cost Capitalized
Subsequent to
Acquisition

Property Name

  Property
Type

  (1)
Date
Consolidated

  Location
  Year
Built

  Number
of Units

  Land
  Buildings and
Improvements

Place One   Garden   Jul-01   Richmond, VA   1976   114   388   2,448   408
Plantation Creek   Garden   Oct-02   Atlanta, GA   1976   484   2,949   26,680   139
Plantation Crossing   Garden   Jan-00   Marietta, GA   1979   180   1,050   9,908   467
Plantation Gardens   Garden   Oct-99   Plantation, FL   1971   372   3,802   18,394   1,649
Pleasant Ridge   Garden   Nov-94   Little Rock, AR   1982   199   1,661   9,067   1,962
Pleasant Valley Pointe   Garden   Nov-94   Little Rock, AR   1985   112   907   5,082   1,253
Plum Creek   Garden   Oct-02   Charlotte, NC   1984   276   2,990   10,092   12
Plummer Village   Mid Rise   Mar-02   North Hills, CA   1983   75   1,577   2,548   6
Point West Apartments   Garden   Dec-97   Lenexa, KS   1985   172   807   5,468   847
Point West Apartments   Garden   Jul-00   Charleston, SC   1973   120   530   3,914   168
Pointe James   Garden   Oct-99   Charleston, SC   1977   128   485   2,946   418
Post Ridge   Garden   Jul-00   Nashville, TN   1972   150   995   8,016   427
Prairie Hills   Garden   Jul-94   Albuquerque, NM   1985   260   2,017   9,213   1,902
Preston Creek   Garden   Oct-99   Dallas, TX   1979   228   1,691   9,207   718
Pride Gardens   Garden   Dec-97   Flora, MS   1975   76   61   785   364
Privado Park   Garden   May-98   Phoenix, AZ   1984   352   2,563   15,021   931
Promontory Point Apartments   Garden   Oct-02   Austin, TX   1984   252   1,559   11,115   121
Prospect Towers   High Rise   Mar-02   Brooklyn, NY   1967   154   1,041   1,193   491
Pynchon I   Garden   Mar-02   Springfield, MA   1973   250   4,879   7,706   189
Quail Hollow   Garden   Oct-99   West Columbia, SC   1973   215   1,080   7,796   933
Quail Ridge   Garden   May-98   Tucson, AZ   1974   253   1,559   9,171   920
Quail Run   Garden   Oct-99   Columbia, SC   1970   332   1,745   13,003   794
Quail Run   Garden   Oct-99   Zionsville, IN   1972   166   1,222   6,825   464
Quail Woods   Garden   Oct-99   Gastonia, NC   1974   188   491   2,532   432
Raintree   Garden   Oct-99   Anderson, SC   1972   176   504   4,690   440
Raintree Apartments   Garden   Oct-98   Pensacola, FL   1971   168   475   2,061   1,148
Ralston Place   Garden   Oct-99   Tampa, FL   1978   200   858   3,950   663
Ramblewood (VA)   Garden   Mar-00   Norfolk, VA   1978   300   552   4,630   1,180
Ramblewood Apartments (MI)   Garden   Dec-99   Grand Rapids, MI   1973   1710   9,500   60,971   6,518
Randol Crossing   Garden   Dec-00   Fort Worth, TX   1984   160   791   5,190   138
Raven Hill   Garden   Jan-01   Burnsville, MN   1971   304   4,538   9,516   690

[Additional columns below]

F-82


[Continued from above table, first column(s) repeated]

 
  December 31, 2002
   
Property Name

  Land
  Buildings and
Improvements

  Total
  Accumulated
Depreciation

  Total Cost Net of
Accumulated Depreciation

  Encumbrances
Place One   388   2,856   3,244   1,133   2,111   2,079
Plantation Creek   2,949   26,819   29,768   10,197   19,571   14,728
Plantation Crossing   1,050   10,375   11,425   3,570   7,855   4,602
Plantation Gardens   3,802   20,043   23,845   7,102   16,743   9,245
Pleasant Ridge   1,661   11,029   12,690   3,507   9,183   5,525
Pleasant Valley Pointe   907   6,335   7,242   2,009   5,233   3,410
Plum Creek   2,990   10,104   13,094   1,312   11,782   8,053
Plummer Village   1,577   2,554   4,131   65   4,066   3,047
Point West Apartments   807   6,315   7,122   1,554   5,568   5,260
Point West Apartments   530   4,082   4,612   1,711   2,901   2,288
Pointe James   485   3,364   3,849   934   2,915   1,039
Post Ridge   995   8,443   9,438   2,897   6,541   4,398
Prairie Hills   2,017   11,115   13,132   3,555   9,577   6,154
Preston Creek   1,691   9,925   11,616   3,309   8,307   5,400
Pride Gardens   61   1,149   1,210   409   801   1,202
Privado Park   2,563   15,952   18,515   3,995   14,520   8,255
Promontory Point Apartments   1,559   11,236   12,795   3,975   8,820   3,812
Prospect Towers   1,041   1,684   2,725   43   2,682   2,215
Pynchon I   4,879   7,895   12,774   203   12,571   5,321
Quail Hollow   1,080   8,729   9,809   1,891   7,918   5,056
Quail Ridge   1,559   10,091   11,650   2,490   9,160   5,745
Quail Run   1,745   13,797   15,542   4,066   11,476   8,367
Quail Run   1,222   7,289   8,511   1,747   6,764   5,585
Quail Woods   491   2,964   3,455   627   2,828   3,528
Raintree   504   5,130   5,634   1,709   3,925   2,915
Raintree Apartments   487   3,197   3,684   772   2,912   2,523
Ralston Place   858   4,613   5,471   2,285   3,186   2,126
Ramblewood (VA)   552   5,810   6,362   2,135   4,227   6,276
Ramblewood Apartments (MI)   9,500   67,489   76,989   7,427   69,562   35,233
Randol Crossing   791   5,328   6,119   1,439   4,680   3,218
Raven Hill   4,538   10,206   14,744   3,614   11,130   4,364

F-83


 
   
   
   
   
   
  (2)
Initial Cost

   
 
   
   
   
   
   
  (2)(3)
Cost Capitalized
Subsequent to
Acquisition

Property Name

  Property
Type

  (1)
Date
Consolidated

  Location
  Year
Built

  Number
of Units

  Land
  Buildings and
Improvements

Reddman's Pier   Garden   Oct-02   Charlotte, NC   1983   162   1,437   5,048   16
Reflections   Garden   Apr-02   Indianapolis, IN   1970   582   767   19,512   3,025
Reflections (Casselberry)   Garden   Oct-02   Casselberry, FL   1984   336   3,012   12,554   80
Reflections (Tampa)   Garden   Sep-00   Tampa, FL   1988   348   8,106   13,373   1,126
Reflections (Virginia Beach)   Garden   Sep-00   Virginia Beach, VA   1987   480   16,306   13,587   1,651
Reflections (West Palm Beach)   Garden   Oct-00   West Palm Beach, FL   1986   300   5,517   9,870   1,030
Regency Oaks   Garden   Oct-99   Fern Park, FL   1965   343   1,094   10,527   1,939
Ridgecrest   Garden   Dec-96   Denton, TX   1983   152   435   2,052   1,119
Ridgewood (La Loma)   Garden   Mar-02   Sacramento, CA   1980   75   1,235   1,969   29
Ridgewood Towers   High Rise   Mar-02   East Moline, IL   1977   140   1,291   2,054   35
Rio Cancion   Garden   Mar-98   Tucson, AZ   1983   379   2,787   15,833   1,519
River Bend   Garden   Jul-01   Arlington, TX   1983   201   848   4,072   692
River Pointe   Garden   Jul-00   Mishawaka, IN   1974   234   823   4,179   2,280
River Reach   Garden   Sep-00   Naples, FL   1986   556   18,175   18,447   2,141
River Reach   Garden   Oct-99   Jacksonville, FL   1972   298   2,389   14,110   1,778
Riverbend In Allentown   Garden   Sep-00   Allentown, PA   1985   230   4,787   8,655   889
Rivercreek   Garden   Apr-00   Augusta, GA   1980   224   629   7,091   1,043
Rivercrest   Garden   Oct-99   Atlanta, GA   1970   312   2,318   16,398   1,085
Riverloft Apartments   High Rise   Oct-99   Philadelphia, PA   1910   184   2,064   10,749   29,397
Rivers Edge   Garden   Jul-00   Auburn, WA   1976   120   735   5,120   218
Riverside   Mid Rise   Jul-94   Littleton, CO   1987   249   1,956   8,429   2,234
Riverside Park   High Rise   Apr-00   Alexandria, VA   1973   1229   8,360   69,896   7,650
Riverwalk   Garden   Dec-95   Little Rock, AR   1988   261   1,074   8,896   1,559
Riverwind at St. Andrews   Garden   Apr-02   Columbia, SC   1984   160   836   6,796   25
Riverwood (IN)   Garden   Oct-00   Indianapolis, IN   1978   120   1,067   3,417   636
Robert Farrell Manor   Mid Rise   Mar-02   Los Angeles, CA   1983   35   883   1,432   13
Rocky Creek   Garden   Oct-99   Augusta, GA   1979   120   450   3,730   288
Rolling Meadows   Garden   Dec-97   Ada, OK   1970   60   65   621   91
Rosecroft Mews   Garden   Apr-01   Ft. Washington, MD   1966   304   3,134   10,224   1,137
Rosewood   Garden   Mar-02   Camarillo, CA   1976   150   5,540   9,093   415
Round Barn   Garden   Mar-02   Champaign, IL   1979   156   2,658   4,430   81

[Additional columns below]

F-84


[Continued from above table, first column(s) repeated]

 
  December 31, 2002
   
Property Name

  Land
  Buildings and
Improvements

  Total
  Accumulated
Depreciation

  Total Cost Net of
Accumulated Depreciation

  Encumbrances
Reddman's Pier   1,437   5,064   6,501   221   6,280   4,678
Reflections   767   22,537   23,304   4,592   18,712   10,626
Reflections (Casselberry)   3,012   12,634   15,646   1,358   14,288   10,700
Reflections (Tampa)   8,106   14,499   22,605   912   21,693   13,500
Reflections (Virginia Beach)   16,306   15,238   31,544   2,077   29,467   25,109
Reflections (West Palm Beach)   5,517   10,900   16,417   1,197   15,220   8,613
Regency Oaks   1,100   12,460   13,560   5,531   8,029   7,274
Ridgecrest   435   3,171   3,606   961   2,645   4,156
Ridgewood (La Loma)   1,235   1,998   3,233   51   3,182   2,161
Ridgewood Towers   1,291   2,089   3,380   53   3,327   2,255
Rio Cancion   2,787   17,352   20,139   3,640   16,499   12,364
River Bend   848   4,764   5,612   1,285   4,327   3,965
River Pointe   823   6,459   7,282   390   6,892   3,650
River Reach   18,175   20,588   38,763   2,814   35,949   24,000
River Reach   2,389   15,888   18,277   4,923   13,354   10,531
Riverbend In Allentown   4,787   9,544   14,331   1,070   13,261   6,782
Rivercreek   629   8,134   8,763   1,773   6,990   3,591
Rivercrest   2,318   17,483   19,801   3,675   16,126   11,678
Riverloft Apartments   2,064   40,146   42,210   3,125   39,085   26,000
Rivers Edge   735   5,338   6,073   1,930   4,143   3,796
Riverside   1,956   10,663   12,619   3,457   9,162   9,458
Riverside Park   8,360   77,546   85,906   22,429   63,477   57,556
Riverwalk   1,074   10,455   11,529   2,886   8,643   5,741
Riverwind at St. Andrews   836   6,821   7,657   1,636   6,021   4,889
Riverwood (IN)   1,067   4,053   5,120   478   4,642   3,900
Robert Farrell Manor   883   1,445   2,328   36   2,292   1,630
Rocky Creek   450   4,018   4,468   1,357   3,111   2,340
Rolling Meadows   65   712   777   233   544   398
Rosecroft Mews   3,134   11,361   14,495   1,486   13,009   9,151
Rosewood   5,540   9,508   15,048   773   14,275   8,031
Round Barn   2,658   4,511   7,169   321   6,848   4,526

F-85


 
   
   
   
   
   
  (2)
Initial Cost

   
 
   
   
   
   
   
  (2)(3)
Cost Capitalized
Subsequent to
Acquisition

Property Name

  Property
Type

  (1)
Date
Consolidated

  Location
  Year
Built

  Number
of Units

  Land
  Buildings and
Improvements

Royal Crest Estates (Fall River)   Garden   Aug-02   Fall River, MA   1974   216   7,681   18,963   30
Royal Crest Estates (Marlboro)   Garden   Aug-02   Marlborough, MA   1970   473   16,486   44,054   110
Royal Crest Estates (Nashua)   Garden   Aug-02   Nashua, MA   1970   902   20,815   62,197   145
Royal Crest Estates (North Andover)   Garden   Aug-02   North Andover, MA   1970   588   22,601   72,724   221
Royal Crest Estates (Warwick)   Garden   Aug-02   Warwick, RI   1972   492   11,720   31,091   71
Royal Palms   Garden   Jul-94   Mesa, AZ   1985   152   832   4,562   862
Runaway Bay   Garden   Jul-02   Pinellas Park, FL   1986   192   1,476   7,080   61
Runaway Bay (CA)   Garden   Oct-00   Antioch, CA   1986   280   12,804   10,492   822
Runaway Bay (FL)   Garden   Oct-00   Lantana, FL   1987   404   5,041   16,038   1,176
Runaway Bay (MI)   Garden   Oct-00   Lansing, MI   1987   288   2,649   7,170   1,189
Runaway Bay (NC)   Garden   Oct-00   Charlotte, NC   1985   280   2,285   9,707   1,162
Saddlebrook   Garden   Oct-02   Norcross, GA   1985   305   3,860   11,875   162
Salem Park   Garden   Apr-00   Ft. Worth, TX   1984   168   728   4,601   348
San Marina   Garden   Mar-98   Phoenix, AZ   1986   399   1,926   10,962   1,627
Sand Castles Apartments   Garden   Oct-97   League City, TX   1987   138   978   5,545   827
Sandpiper   Garden   Apr-00   St. Petersburg, FL   1984   276   1,562   9,275   662
Sandpiper Cove   Garden   Dec-97   Boynton Beach, FL   1987   416   3,515   21,654   2,850
Sands Point Apartments   Garden   Jan-00   Phoenix, AZ   1985   432   2,118   16,436   667
Sandwich Manor   Mid Rise   Mar-02   Sandwich, IL   1980   90   1,065   1,748   22
Sandy Hill Terrace   High Rise   Mar-02   Norristown, PA   1980   175   3,203   4,873   308
Sandy Springs   Garden   Oct-02   Macon, GA   1979   74   299   2,424   34
Savannah Trace   Garden   Mar-01   Schaumburg, IL   1986   368   14,325   19,765   683
Sawgrass   Garden   Jul-97   Orlando, FL   1986   208   1,445   8,238   1,099
Scandia   Garden   Oct-00   Indianapolis, IN   1977   444   10,793   10,046   1,568
Scotch Pines East   Garden   Jul-00   Ft. Collins, CO   1977   102   445   4,791   83
Seaside Point Condominiums   Garden   Nov-96   Galveston, TX   1985   102   513   3,041   1,460
Senior Chateau   High Rise   Mar-02   Cincinnati, OH   1979   185   1,775   2,816   54
Shadetree   Garden   Oct-97   Tempe, AZ   1965   123   591   3,349   1,133
Shadow Brook   Garden   Oct-99   West Valley City, UT   1984   300   2,519   13,489   536
Shadow Creek (AZ)   Garden   May-98   Phoenix, AZ   1984   266   2,016   11,861   873
Shadow Lake   Garden   Oct-97   Greensboro, NC   1988   136   1,054   5,973   813

[Additional columns below]

F-86


[Continued from above table, first column(s) repeated]

 
  December 31, 2002
   
Property Name

  Land
  Buildings and
Improvements

  Total
  Accumulated
Depreciation

  Total Cost Net of
Accumulated Depreciation

  Encumbrances
Royal Crest Estates (Fall River)   7,681   18,993   26,674   232   26,442   11,327
Royal Crest Estates (Marlboro)   16,486   44,164   60,650   527   60,123   34,593
Royal Crest Estates (Nashua)   20,815   62,342   83,157   722   82,435   60,767
Royal Crest Estates (North Andover)   22,601   72,945   95,546   829   94,717   53,651
Royal Crest Estates (Warwick)   11,720   31,162   42,882   373   42,509   28,447
Royal Palms   832   5,424   6,256   1,628   4,628   2,989
Runaway Bay   1,476   7,141   8,617   493   8,124   3,799
Runaway Bay (CA)   12,804   11,314   24,118   1,591   22,527   12,100
Runaway Bay (FL)   5,041   17,214   22,255   1,801   20,454   13,292
Runaway Bay (MI)   2,649   8,359   11,008   1,156   9,852   8,896
Runaway Bay (NC)   2,285   10,869   13,154   1,126   12,028   8,297
Saddlebrook   3,860   12,037   15,897   300   15,597   10,178
Salem Park   728   4,949   5,677   1,170   4,507   2,579
San Marina   1,926   12,589   14,515   2,725   11,790   10,184
Sand Castles Apartments   978   6,372   7,350   1,411   5,939   2,720
Sandpiper   1,562   9,937   11,499   2,534   8,965   3,950
Sandpiper Cove   3,515   24,504   28,019   4,450   23,569   13,392
Sands Point Apartments   2,118   17,103   19,221   5,828   13,393   9,231
Sandwich Manor   1,065   1,770   2,835   92   2,743   1,615
Sandy Hill Terrace   3,203   5,181   8,384   131   8,253   4,917
Sandy Springs   299   2,458   2,757   869   1,888   1,344
Savannah Trace   14,325   20,448   34,773   2,549   32,224   22,971
Sawgrass   1,445   9,337   10,782   2,132   8,650   3,825
Scandia   10,793   11,614   22,407   1,667   20,740   13,915
Scotch Pines East   445   4,874   5,319   1,786   3,533   2,645
Seaside Point Condominiums   513   4,501   5,014   810   4,204   1,848
Senior Chateau   1,775   2,870   4,645   73   4,572   3,610
Shadetree   591   4,482   5,073   1,097   3,976   1,808
Shadow Brook   2,519   14,025   16,544   4,036   12,508   8,515
Shadow Creek (AZ)   2,016   12,734   14,750   3,070   11,680   6,262
Shadow Lake   1,054   6,786   7,840   1,487   6,353   2,839

F-87


 
   
   
   
   
   
  (2)
Initial Cost

   
 
   
   
   
   
   
  (2)(3)
Cost Capitalized
Subsequent to
Acquisition

Property Name

  Property
Type

  (1)
Date
Consolidated

  Location
  Year
Built

  Number
of Units

  Land
  Buildings and
Improvements

Shadow Oaks   Garden   Jan-01   Tampa, FL   1984   200   1,193   4,247   876
Shadowood   Garden   Oct-99   Chapel Hill, NC   1987   336   2,310   15,126   511
Shallow Creek   Garden   May-98   San Antonio, TX   1982   208   1,234   6,995   462
Shenandoah Crossing   Garden   Sep-00   Fairfax, VA   1984   640   17,074   57,160   2,244
Sheraton Towers   High Rise   Mar-02   High Point, NC   1981   97   1,255   1,980   49
Shoreview   Garden   Oct-99   San Francisco, CA   1976   156   510   4,037   5,601
Signal Pointe   Garden   Oct-99   Winter Park, FL   1971   368   1,422   12,910   1,066
Signature Point Apartments   Garden   Nov-96   League City, TX   1994   304   2,810   17,571   1,197
Silktree   Garden   Oct-97   Phoenix, AZ   1979   86   421   2,383   418
Silver Ridge   Garden   Oct-98   Maplewood, MN   1986   186   778   3,773   1,019
Silverado   Garden   Oct-99   El Paso, TX   1973   248   1,008   4,704   560
Ski Lodge   Garden   Oct-99   Montgomery, AL   1978   520   1,751   14,796   1,263
Snowden Village I   Garden   Oct-99   Fredericksburg, VA   1970   132   665   4,337   449
Snowden Village II   Garden   Oct-99   Fredericksburg, VA   1980   122   606   4,000   297
Snug Harbor   Garden   Dec-95   Las Vegas, NV   1990   67   751   2,853   801
Somerset at The Crossing   Garden   Sep-00   Tucker, GA   1989   264   6,593   11,881   1,015
Somerset Lakes   Garden   May-99   Indianapolis, IN   1974   360   3,436   19,648   1,147
Somerset Village   Garden   May-96   West Valley City, UT   1985   486   4,315   16,722   2,963
South Bay Villa   Garden   Mar-02   Los Angeles, CA   1981   80   1,630   2,583   57
South Park   Garden   Mar-02   Elyria, OH   1970   138   1,024   1,651   6
South Point   Garden   Oct-99   Durham, NC   1980   180   1,123   8,434   287
South Willow   Garden   Jul-94   West Jordan, UT   1987   440   2,224   12,058   2,709
Southport   Garden   Jul-00   Tulsa, OK   1984   240   2,005   8,592   437
Southridge   Garden   Dec-00   Greenville, TX   1984   160   609   3,991   180
Spectrum Pointe   Garden   Jul-94   Marietta, GA   1984   196   1,029   5,629   1,654
Springhill Lake   Garden   Apr-00   Greenbelt, MD   1969   2907   13,499   104,020   15,833
Springhouse (GA)   Garden   Oct-02   Augusta, GA   1985   244   1,958   8,090   61
Springhouse (SC)   Garden   Oct-02   North Charleston, SC   1986   248   3,483   10,496   12
Springhouse (TX)   Garden   Oct-02   Dallas, TX   1983   372   2,766   12,630   64
Springhouse at Newport   Garden   Jul-02   Newport News, VA   1986   432   6,144   14,807   320
Springhouse II   Garden   Oct-02   Winston-Salem, NC   1984   184   2,089   6,437   2

[Additional columns below]

F-88


[Continued from above table, first column(s) repeated]

 
  December 31, 2002
   
Property Name

  Land
  Buildings and
Improvements

  Total
  Accumulated
Depreciation

  Total Cost Net of
Accumulated Depreciation

  Encumbrances
Shadow Oaks   1,193   5,123   6,316   2,212   4,104   4,160
Shadowood   2,310   15,637   17,947   2,889   15,058   9,959
Shallow Creek   1,234   7,457   8,691   1,839   6,852   4,150
Shenandoah Crossing   17,074   59,404   76,478   6,854   69,624   33,242
Sheraton Towers   1,255   2,029   3,284   51   3,233   2,547
Shoreview   510   9,638   10,148   2,477   7,671   3,916
Signal Pointe   1,422   13,976   15,398   4,494   10,904   8,467
Signature Point Apartments   2,810   18,768   21,578   2,685   18,893   9,205
Silktree   421   2,801   3,222   636   2,586   1,366
Silver Ridge   778   4,792   5,570   894   4,676   4,525
Silverado   1,008   5,264   6,272   2,649   3,623   3,360
Ski Lodge   1,751   16,059   17,810   6,665   11,145   6,800
Snowden Village I   665   4,786   5,451   1,163   4,288   4,399
Snowden Village II   606   4,297   4,903   1,001   3,902   2,439
Snug Harbor   751   3,654   4,405   1,053   3,352   2,249
Somerset at The Crossing   6,593   12,896   19,489   1,779   17,710   10,000
Somerset Lakes   3,436   20,795   24,231   4,231   20,000   13,293
Somerset Village   4,315   19,685   24,000   5,349   18,651   11,433
South Bay Villa   1,630   2,640   4,270   67   4,203   3,195
South Park   1,024   1,657   2,681   42   2,639   659
South Point   1,123   8,721   9,844   3,106   6,738   4,600
South Willow   2,224   14,767   16,991   4,847   12,144   9,249
Southport   2,005   9,029   11,034   4,095   6,939   4,244
Southridge   609   4,171   4,780   1,341   3,439   3,726
Spectrum Pointe   1,029   7,283   8,312   2,410   5,902   4,662
Springhill Lake   13,499   119,853   133,352   34,095   99,257   113,112
Springhouse (GA)   1,958   8,151   10,109   677   9,432   7,441
Springhouse (SC)   3,483   10,508   13,991   903   13,088   8,600
Springhouse (TX)   2,766   12,694   15,460   2,665   12,795   10,300
Springhouse at Newport   6,144   15,127   21,271   4,938   16,333   16,600
Springhouse II   2,089   6,439   8,528   140   8,388   5,163

F-89


 
   
   
   
   
   
  (2)
Initial Cost

   
 
   
   
   
   
   
  (2)(3)
Cost Capitalized
Subsequent to
Acquisition

Property Name

  Property
Type

  (1)
Date
Consolidated

  Location
  Year
Built

  Number
of Units

  Land
  Buildings and
Improvements

Springwoods at Lake Ridge   Garden   Jul-02   Lake Ridge, VA   1984   180   2,890   9,480   24
Spyglass   Garden   Oct-02   Indianapolis, IN   1979   120   950   3,983   189
Spyglass at Cedar Cove   Garden   Sep-00   Lexington Park, MD   1985   152   3,332   5,096   575
St. Charleston Village   Garden   Oct-99   Las Vegas,NV   1980   312   1,418   11,397   895
Stafford   High Rise   Oct-02   Baltimore, MD   1889   96   583   3,363   32
Standart Woods Apartments   Garden   Jan-00   Auburn, NY   1969   330   605   4,945   575
Steeplechase   Garden   Oct-00   Williamsburg, VA   1986   220   6,531   7,888   736
Steeplechase   Garden   May-99   Loveland, OH   1988   272   1,622   9,192   1,243
Steeplechase   Garden   Jul-02   Plano, TX   1985   368   5,415   15,381   83
Steeplechase (MD)   Garden   Sep-00   Largo, MD   1986   240   3,776   15,733   582
Steeplechase (VA)   Garden   Oct-02   Fredericksburg, VA   1985   156   3,110   5,870   10
Sterling Apartment Homes, The   Garden   Oct-99   Philadelphia, PA   1962   536   8,870   51,990   2,063
Sterling Village   Garden   Mar-02   San Bernadino, CA   1983   80   1,473   2,369   19
Stirling Court Apartments   Garden   Nov-96   Houston, TX   1984   228   913   4,868   1,228
Stone Creek Club   Garden   Sep-00   Germantown, MD   1984   240   13,655   9,175   1,383
Stone Hollow Apts for the Seasons   Garden   Oct-95   San Antonio, TX   1976   280   981   5,536   3,962
Stone Point Village   Garden   Dec-99   Fort Wayne, IN   1980   296   1,805   8,982   1,313
Stonebrook   Garden   Jun-97   Sanford, FL   1991   244   1,585   9,128   1,203
Stonebrook II   Garden   Mar-99   Sanford, FL   1998   112   488   9,384   24
Stonegate Village   Garden   Oct-00   New Castle, IN   1970   122   156   582   159
Stoney Brook Apartments   Garden   Nov-96   Houston, TX   1972   113   638   3,445   851
Stonybrook   Garden   May-98   Tucson, AZ   1983   411   2,167   12,655   1,134
Stratford, The (TX)   Garden   May-98   San Antonio, TX   1979   269   1,825   10,730   762
Strawbridge Square   Garden   Oct-99   Alexandria, VA   1979   128   643   4,630   762
Sugar Bush   Garden   Oct-02   Muncie, IN   1981   240   1,354   7,400   65
Summerchase   Garden   Dec-97   Van Buren, AR   1974   72   324   1,954   283
Summerwalk   Garden   Oct-99   Winter Park,FL   1974   306   1,329   10,548   1,258
Summit Creek   Garden   May-98   Austin, TX   1985   164   1,035   5,031   529
Sun Katcher   Garden   Dec-95   Jacksonville, FL   1972   361   785   3,302   6,632
Sun Lake   Garden   May-98   Lake Mary, FL   1986   600   4,551   25,806   2,431
Sun River Village   Garden   Oct-99   Tempe,AZ   1981   334   1,848   13,760   1,137

[Additional columns below]

F-90


[Continued from above table, first column(s) repeated]

 
  December 31, 2002
   
Property Name

  Land
  Buildings and
Improvements

  Total
  Accumulated
Depreciation

  Total Cost Net of
Accumulated Depreciation

  Encumbrances
Springwoods at Lake Ridge   2,890   9,504   12,394   2,500   9,894   7,268
Spyglass   950   4,172   5,122   112   5,010   3,056
Spyglass at Cedar Cove   3,332   5,671   9,003   691   8,312   4,511
St. Charleston Village   1,418   12,292   13,710   3,931   9,779   6,885
Stafford   583   3,395   3,978   703   3,275   1,690
Standart Woods Apartments   605   5,520   6,125   1,124   5,001   5,258
Steeplechase   6,531   8,624   15,155   1,064   14,091   9,425
Steeplechase   1,975   10,082   12,057   2,043   10,014   7,943
Steeplechase   5,415   15,464   20,879   4,861   16,018   14,202
Steeplechase (MD)   3,776   16,315   20,091   1,666   18,425   11,792
Steeplechase (VA)   3,110   5,880   8,990   649   8,341   5,588
Sterling Apartment Homes, The   8,870   54,053   62,923   14,445   48,478   21,972
Sterling Village   1,473   2,388   3,861   66   3,795   2,246
Stirling Court Apartments   913   6,096   7,009   1,031   5,978   4,296
Stone Creek Club   13,655   10,558   24,213   1,778   22,435   11,934
Stone Hollow Apts for the Seasons   981   9,498   10,479   2,424   8,055   4,175
Stone Point Village   1,805   10,295   12,100   1,142   10,958   5,828
Stonebrook   1,585   10,331   11,916   2,407   9,509   7,021
Stonebrook II   488   9,408   9,896   330   9,566  
Stonegate Village   156   741   897   141   756   855
Stoney Brook Apartments   638   4,296   4,934   1,187   3,747   2,489
Stonybrook   2,167   13,789   15,956   3,460   12,496   5,598
Stratford, The (TX)   1,825   11,492   13,317   3,035   10,282   5,340
Strawbridge Square   643   5,392   6,035   598   5,437   8,150
Sugar Bush   1,354   7,465   8,819   845   7,974   5,828
Summerchase   324   2,237   2,561   1,264   1,297   557
Summerwalk   1,335   11,800   13,135   3,436   9,699   4,719
Summit Creek   1,035   5,560   6,595   995   5,600   3,376
Sun Katcher   785   9,934   10,719   2,183   8,536   9,318
Sun Lake   4,551   28,237   32,788   6,867   25,921   14,147
Sun River Village   1,848   14,897   16,745   4,493   12,252   9,654

F-91


 
   
   
   
   
   
  (2)
Initial Cost

   
 
   
   
   
   
   
  (2)(3)
Cost Capitalized
Subsequent to
Acquisition

Property Name

  Property
Type

  (1)
Date
Consolidated

  Location
  Year
Built

  Number
of Units

  Land
  Buildings and
Improvements

Sunbury Downs Apartments   Garden   Nov-96   Houston, TX   1982   240   880   5,475   1,164
Sunchase of Clearwater   Garden   Nov-94   Clearwater, FL   1985   461   2,177   18,780   3,879
Sunchase of Orlando East   Garden   Nov-94   Orlando, FL   1985   296   927   7,997   1,639
Sunchase of Orlando North   Garden   Nov-94   Orlando, FL   1985   324   1,013   8,744   2,113
Sunchase of Tampa   Garden   Nov-94   Tampa, FL   1985   216   757   6,533   1,656
Sundown Village   Garden   Mar-98   Tucson, AZ   1984/1994   330   2,214   12,416   1,144
Sunlake   Garden   Sep-98   Brandon, FL   1986   88   610   4,058   516
Sunland Terrace   Garden   Mar-02   Phoenix, AZ   1984   80   1,321   2,096   40
Sunrise V Apartments   Garden   Apr-00   Richmond, VA   1976   229   1,256   7,576   1,226
Sunrunner   Garden   Jan-00   St. Petersburg, FL   1980   200   630   10,475   320
Sunset Village   Garden   Jul-98   Oceanside, CA   1987   114   1,128   6,395   629
Sunstone   Garden   Jul-01   Chapel Hill, NC   1985   260   5,954   8,968   481
Surrey Oaks   Garden   Oct-97   Bedford, TX   1983   152   625   3,543   733
Swiss Village Apartments   Garden   Nov-96   Houston, TX   1972   360   1,760   9,318   2,900
Sycamore Creek   Garden   Apr-00   Cincinnati, OH   1978   295   1,788   10,354   1,736
Tall Timbers Apartments   Garden   Oct-97   Houston, TX   1982   256   1,238   7,016   711
Tamarac Village   Garden   Apr-00   Denver, CO   1979   564   3,424   21,465   1,933
Tar River Estates   Garden   Oct-99   Greenville, NC   1969   389   1,282   13,947   2,479
Tates Creek Village   Garden   Jul-02   Lexington, KY   1970   204   1,243   7,994   39
Tatum Gardens   Garden   May-98   Phoenix, AZ   1985   128   1,375   7,440   520
Tide Mill   Garden   Oct-02   Salisbury, MD   1987   104   470   5,767   39
Timber Ridge   Garden   Oct-99   Sharonville, OH   1972   248   1,231   7,957   520
Timbermill   Garden   Oct-95   San Antonio, TX   1982   296   778   4,493   1,525
Timbertree   Garden   Oct-97   Phoenix, AZ   1980   387   2,292   12,988   1,626
Tompkins Terrace   Garden   Oct-02   Beacon, NY   1974   193   308   5,534   110
Topanaga 49   Garden   Mar-02   Chatsworth, CA   1980   49   2,541   3,747   415
Torrey Pines Village   Garden   Oct-99   Las Vegas, NV   1980   204   895   7,288   545
Township At Highlands   Garden   Nov-96   Littleton, CO   1986   161   1,611   9,797   3,113
Trails   Garden   Apr-02   Nashville, TN   1985   248   621   10,337   73
Trails of Ashford   Garden   May-98   Houston, TX   1979   514   2,650   15,022   1,448
Treehouse II Apartments   Garden   Jan-00   College Station, TX   1982   156   554   3,876   174

[Additional columns below]

F-92


[Continued from above table, first column(s) repeated]

 
  December 31, 2002
   
Property Name

  Land
  Buildings and
Improvements

  Total
  Accumulated
Depreciation

  Total Cost Net of
Accumulated Depreciation

  Encumbrances
Sunbury Downs Apartments   880   6,639   7,519   1,308   6,211   4,907
Sunchase of Clearwater   2,177   22,659   24,836   7,128   17,708   14,799
Sunchase of Orlando East   927   9,636   10,563   3,022   7,541   7,766
Sunchase of Orlando North   1,013   10,857   11,870   3,411   8,459   10,417
Sunchase of Tampa   757   8,189   8,946   2,735   6,211   6,227
Sundown Village   2,214   13,560   15,774   2,828   12,946   9,536
Sunlake   610   4,574   5,184   1,667   3,517   2,543
Sunland Terrace   1,321   2,136   3,457   54   3,403   2,246
Sunrise V Apartments   1,256   8,802   10,058   2,113   7,945   6,096
Sunrunner   630   10,795   11,425   3,975   7,450   4,511
Sunset Village   1,128   7,024   8,152   1,333   6,819   5,315
Sunstone   5,954   9,449   15,403   1,228   14,175   10,844
Surrey Oaks   625   4,276   4,901   831   4,070   2,022
Swiss Village Apartments   1,760   12,218   13,978   2,068   11,910   7,001
Sycamore Creek   1,984   11,894   13,878   2,028   11,850   7,971
Tall Timbers Apartments   1,238   7,727   8,965   1,737   7,228   3,602
Tamarac Village   3,424   23,398   26,822   6,207   20,615   20,318
Tar River Estates   1,282   16,426   17,708   2,887   14,821   5,090
Tates Creek Village   1,243   8,033   9,276   3,839   5,437   4,017
Tatum Gardens   1,375   7,960   9,335   2,097   7,238   3,282
Tide Mill   470   5,806   6,276   1,621   4,655   2,725
Timber Ridge   1,231   8,477   9,708   1,861   7,847   4,927
Timbermill   778   6,018   6,796   1,802   4,994   3,179
Timbertree   2,292   14,614   16,906   3,231   13,675   6,924
Tompkins Terrace   308   5,644   5,952   347   5,605   3,364
Topanaga 49   2,541   4,162   6,703   156   6,547   2,685
Torrey Pines Village   895   7,833   8,728   2,486   6,242   4,535
Township At Highlands   1,615   12,906   14,521   2,586   11,935   11,021
Trails   621   10,410   11,031   3,544   7,487   4,961
Trails of Ashford   2,650   16,470   19,120   4,129   14,991   8,130
Treehouse II Apartments   554   4,050   4,604   829   3,775   1,866

F-93


 
   
   
   
   
   
  (2)
Initial Cost

   
 
   
   
   
   
   
  (2)(3)
Cost Capitalized
Subsequent to
Acquisition

Property Name

  Property
Type

  (1)
Date
Consolidated

  Location
  Year
Built

  Number
of Units

  Land
  Buildings and
Improvements

Treetops   Garden   Mar-01   San Bruno, CA   1987   308   3,762   60,051   947
Trestletree Village   Garden   Mar-02   Atlanta, GA   1981   188   3,647   5,778   120
Trinity Apartments   Garden   Dec-97   Irving, TX   1985   496   1,390   11,463   1,794
Trinity Place   Garden   Oct-02   Middletown, OH   1982   200   1,984   7,591   30
Tujunga Gardens   Mid Rise   Mar-02   Tujunga, CA   1982   54   943   1,517   8
Twentynine Palms   Garden   Mar-02   Twenty-Nine Palms, CA   1983   48   700   1,122   11
Twin Lake Towers   High Rise   Oct-99   Westmont, IL   1969   399   2,498   19,699   4,350
Twin Lakes Apartments   Garden   Apr-00   Palm Harbor, FL   1986   262   1,994   12,834   883
University Woods II   Garden   Oct-02   Fairborn, OH   1983   42   429   1,546   4
Van Nuys Apartments   High Rise   Mar-02   Los Angeles, CA   1981   299   7,830   12,524   217
Vantage Pointe   Mid Rise   Aug-02   Swampscott, MA   1987   96   3,383   16,016   12
Ventura Landing   Garden   Oct-02   Orlando, FL   1973   184   816   8,624   61
Verandahs at Hunt Club   Garden   Jul-02   Apopka, FL   1985   210   1,543   8,879   73
Versailles   Garden   Apr-02   Fort Wayne, IN   1969   156   349   5,846   128
Victory Square   Garden   Mar-02   Canton, OH   1975   81   573   902   25
Villa Azure   Garden   Mar-02   Los Angeles, CA   2000   624   47,241   77,342   152
Villa Del Sol   Garden   Mar-02   Norwalk, CA   1972   120   3,403   5,384   493
Villa Hermosa Apartments   Mid Rise   Oct-02   New York, NY   1920   272   1,662   11,522   196
Villa La Paz   Garden   Jun-98   Sun City, CA   1990   96   573   3,249   286
Villa Ladera   Garden   Jan-96   Albuquerque, NM   1985   281   2,235   9,680   2,039
Villa Nova Apartments   Garden   Apr-00   Indianapolis, IN   1972   126   626   3,704   399
Village Creek at Brookhill   Garden   Jul-94   Westminster, CO   1987   324   2,446   13,257   2,304
Village Crossing   Garden   May-98   W. Palm Beach, FL   1986   189   1,618   9,912   1,139
Village East   Garden   Jul-00   Colorado Springs, CO   1972   137   883   5,994   557
Village Gardens   Garden   Oct-99   Fort Collins, CO   1973   141   883   6,047   363
Village Green   Garden   Oct-99   Montgomery, AL   1972   337   1,189   10,331   446
Village Green Altamonte Springs   Garden   Oct-02   Altamonte Springs, FL   1970   164   558   7,373   23
Village Grove   Garden   Mar-02   Corona, CA   1974   104   2,582   4,054   333
Village in the Woods   Garden   Jan-00   Cypress, TX   1983   530   2,137   18,517   830
Village of Kaufman   Garden   Mar-02   Kaufman, TX   1981   68   775   1,208   45
Village of Pennbrook   Garden   Oct-98   Levitown, PA   1970   722   6,361   43,820   2,185

[Additional columns below]

F-94


[Continued from above table, first column(s) repeated]

 
  December 31, 2002
   
Property Name

  Land
  Buildings and
Improvements

  Total
  Accumulated
Depreciation

  Total Cost Net of
Accumulated Depreciation

  Encumbrances
Treetops   3,762   60,998   64,760   5,037   59,723   34,796
Trestletree Village   3,647   5,898   9,545   149   9,396   4,243
Trinity Apartments   1,390   13,257   14,647   2,914   11,733   7,388
Trinity Place   1,984   7,621   9,605   231   9,374   6,309
Tujunga Gardens   943   1,525   2,468   39   2,429   1,806
Twentynine Palms   700   1,133   1,833   29   1,804   1,533
Twin Lake Towers   2,498   24,049   26,547   8,153   18,394   10,303
Twin Lakes Apartments   1,996   13,715   15,711   3,314   12,397   6,915
University Woods II   429   1,550   1,979   459   1,520   1,271
Van Nuys Apartments   7,830   12,741   20,571   399   20,172   18,005
Vantage Pointe   3,383   16,028   19,411   180   19,231   9,670
Ventura Landing   816   8,685   9,501   3,121   6,380   4,089
Verandahs at Hunt Club   1,543   8,952   10,495   151   10,344   7,383
Versailles   349   5,974   6,323   1,657   4,666   2,421
Victory Square   573   927   1,500   24   1,476   940
Villa Azure   47,241   77,494   124,735   3,018   121,717   75,811
Villa Del Sol   3,403   5,877   9,280   511   8,769   4,896
Villa Hermosa Apartments   1,662   11,718   13,380   2,308   11,072   8,191
Villa La Paz   573   3,535   4,108   688   3,420   3,117
Villa Ladera   2,235   11,719   13,954   3,391   10,563   4,803
Villa Nova Apartments   626   4,103   4,729   362   4,367   2,535
Village Creek at Brookhill   2,446   15,561   18,007   4,981   13,026  
Village Crossing   1,618   11,051   12,669   2,541   10,128   7,000
Village East   883   6,551   7,434   2,320   5,114   2,150
Village Gardens   883   6,410   7,293   1,758   5,535   4,310
Village Green   1,189   10,777   11,966   3,817   8,149   6,578
Village Green Altamonte Springs   558   7,396   7,954   1,778   6,176   3,467
Village Grove   2,582   4,387   6,969   317   6,652   3,625
Village in the Woods   2,142   19,342   21,484   6,243   15,241   13,620
Village of Kaufman   775   1,253   2,028   32   1,996   1,584
Village of Pennbrook   6,361   46,005   52,366   8,344   44,022   29,489

F-95


 
   
   
   
   
   
  (2)
Initial Cost

   
 
   
   
   
   
   
  (2)(3)
Cost Capitalized
Subsequent to
Acquisition

Property Name

  Property
Type

  (1)
Date
Consolidated

  Location
  Year
Built

  Number
of Units

  Land
  Buildings and
Improvements

Village, The   Garden   Jan-00   Brandon, FL   1986   112   559   5,633   405
Villas (VA)   Garden   Mar-00   Portsmouth, VA   1977   196   617   4,097   316
Villas at Little Turtle   Garden   Sep-00   Westerville, OH   1985   160   1,360   5,501   514
Villas at Park La Brea, The   Garden   Mar-02   Los Angeles, CA   2002   250   8,621   48,857  
Vinings Peak   Garden   Jan-00   Atlanta, GA   1980   280   1,641   16,067   650
Vista Del Lagos   Garden   Dec-97   Chandler, AZ   1986   200   918   5,571   1,052
Vista Park Chino   Garden   Mar-02   Chino, CA   1983   40   745   1,183   22
Vista Ventana   Garden   May-98   Phoenix, AZ   1982   275   1,850   10,844   863
Walden Village   Garden   May-99   Clarkston, GA   1972   372   2,045   11,609   1,676
Walnut Springs   Garden   Dec-96   San Antonio, TX   1983   224   1,002   5,174   1,169
Warner Center   Garden   Oct-01   Woodland Hills, CA   1987   1279   44,813   139,179   3,488
Warwick   Garden   Jan-00   Abilene, TX   1984   152   595   4,233   171
Wasco Arms   Garden   Mar-02   Wasco, CA   1982   78   1,364   2,135   72
Waterford Apartments, The   Garden   Nov-96   Houston, TX   1984   312   983   6,710   1,906
Waterford Village   Garden   Aug-02   Bridgewater, MA   1971   588   19,945   43,571   110
Waterways Village   Garden   Jun-97   Aventura, FL   1991   180   4,504   11,054   1,716
Weatherly   Garden   Oct-98   Stone Mountain, GA   1984   224   1,275   7,280   1,057
Wellspring   Garden   Dec-97   Columbia, SC   1985   232   635   5,148   963
West 135th Street   Mid Rise   Dec-97   New York, NY   1979   198   1,165   8,119   1,546
West Chase   Garden   Oct-02   Lexington, KY   1960   120   163   2,330   4
West Lake Arms Apartments   Garden   Oct-99   Indianapolis, IN   1977   1381   3,684   24,362   3,668
West Winds   Garden   Oct-02   Orlando, FL   1985   272   2,042   11,898   85
West Woods   Garden   Oct-00   Annapolis, MD   1981   57   1,608   1,823   457
Westgate   Garden   Oct-99   Houston, TX   1971   313   2,317   12,501   1,069
Westway Village Apartments   Garden   May-98   Houston, TX   1979   326   2,886   11,170   659
Westwood Terrace   Mid Rise   Mar-02   Moline, IL   1976   97   1,591   2,577   30
Wexford Village   Garden   Aug-02   Worcester, MA   1974   264   8,469   22,611   38
Whispering Pines   Garden   Oct-98   Madison, WI   1986   136   934   3,582   911
White Cliff   Garden   Mar-02   Lincoln Heights, OH   1977   72   476   764   6
Wickertree   Garden   Oct-97   Phoenix, AZ   1983   226   1,225   6,944   732
Wilderness Trail   High Rise   Mar-02   Pineville, KY   1983   124   2,015   3,206   53

[Additional columns below]

F-96


[Continued from above table, first column(s) repeated]

 
  December 31, 2002
   
Property Name

  Land
  Buildings and
Improvements

  Total
  Accumulated
Depreciation

  Total Cost Net of
Accumulated Depreciation

  Encumbrances
Village, The   559   6,038   6,597   1,635   4,962   3,563
Villas (VA)   617   4,413   5,030   959   4,071   2,723
Villas at Little Turtle   1,360   6,015   7,375   609   6,766   5,824
Villas at Park La Brea, The   8,621   48,857   57,478   141   57,337   38,000
Vinings Peak   1,649   16,709   18,358   5,693   12,665   7,888
Vista Del Lagos   918   6,623   7,541   1,288   6,253   4,278
Vista Park Chino   745   1,205   1,950   31   1,919   1,777
Vista Ventana   1,850   11,707   13,557   2,845   10,712   5,750
Walden Village   2,045   13,285   15,330   2,627   12,703   10,372
Walnut Springs   1,002   6,343   7,345   2,272   5,073   3,810
Warner Center   44,869   142,611   187,480   25,254   162,226   122,000
Warwick   595   4,404   4,999   958   4,041   2,044
Wasco Arms   1,364   2,207   3,571   56   3,515   2,957
Waterford Apartments, The   983   8,616   9,599   1,404   8,195   5,089
Waterford Village   19,945   43,681   63,626   553   63,073   37,493
Waterways Village   4,504   12,770   17,274   3,037   14,237   10,814
Weatherly   1,275   8,337   9,612   1,552   8,060   4,481
Wellspring   635   6,111   6,746   921   5,825   6,566
West 135th Street   1,165   9,665   10,830   2,395   8,435   3,344
West Chase   163   2,334   2,497   1,047   1,450   1,070
West Lake Arms Apartments   3,684   28,030   31,714   5,318   26,396   13,820
West Winds   2,042   11,983   14,025   429   13,596  
West Woods   1,608   2,280   3,888   295   3,593   1,854
Westgate   2,317   13,570   15,887   3,347   12,540   7,975
Westway Village Apartments   2,886   11,829   14,715   3,054   11,661   4,642
Westwood Terrace   1,591   2,607   4,198   99   4,099   2,529
Wexford Village   8,469   22,649   31,118   271   30,847   15,593
Whispering Pines   934   4,493   5,427   932   4,495   3,918
White Cliff   476   770   1,246   20   1,226   1,035
Wickertree   1,225   7,676   8,901   1,712   7,189   3,640
Wilderness Trail   2,015   3,259   5,274   83   5,191   4,808

F-97


 
   
   
   
   
   
  (2)
Initial Cost

   
 
   
   
   
   
   
  (2)(3)
Cost Capitalized
Subsequent to
Acquisition

Property Name

  Property
Type

  (1)
Date
Consolidated

  Location
  Year
Built

  Number
of Units

  Land
  Buildings and
Improvements

Wilkes Towers   High Rise   Mar-02   North Wilkesboro, NC   1981   72   880   1,232   191
Williams Cove   Garden   Jul-94   Irving, TX   1984   260   1,227   6,651   1,502
Williamsburg   Garden   May-98   Rolling Meadows, IL   1985   329   2,717   15,408   2,027
Williamsburg Apartments   Garden   Oct-99   Indianapolis, IN   1974   460   1,663   16,101   1,211
Williamsburg Manor   Garden   Apr-00   Cary, NC   1972   183   1,428   8,397   385
Williamsburg on the Wabash   Garden   Dec-99   West Lafayette, IN   1967   473   2,835   17,176   1,342
Willow Park on Lake Adelaide   Garden   Oct-99   Altamonte Springs, FL   1972   185   902   7,830   545
Willowick   Garden   Oct-99   Greenville, SC   1974   180   530   4,860   297
Willowwood   Garden   Mar-02   North Hollywood, CA   1984   19   791   1,268   11
Winchester Village Apartments   Garden   Nov-00   Indianapolis, IN   1966   96   104   2,132   347
Winddrift (IN)   Garden   Oct-00   Indianapolis, IN   1980   166   1,275   3,778   984
Windgate Place   Garden   May-99   Charlotte, NC   1972   196   1,044   5,912   690
Windridge   Garden   May-98   San Antonio, TX   1983   276   1,406   8,262   669
Windrift (CA)   Garden   Mar-01   Oceanside, CA   1987   404   25,574   17,607   1,042
Windrift (FL)   Garden   Oct-00   Orlando, FL   1987   288   3,666   9,850   797
Windsor at South Square   Garden   Oct-99   Durham, NC   1972   230   1,325   8,332   587
Windsor Crossing   Garden   Mar-00   Newport News, VA   1978   156   314   2,132   307
Windsor Hills   Garden   Oct-99   Blacksburg, VA   1970   300   1,515   10,752   789
Windsor Landing   Garden   Oct-97   Morrow, GA   1991   200   1,642   9,302   714
Windsor Park   Garden   Mar-01   Woodbridge, VA   1987   220   4,370   15,761   554
Windward at the Villages   Garden   Oct-97   W. Palm Beach, FL   1988   196   1,595   9,037   1,411
Wood Lake   Garden   Jan-00   Atlanta, GA   1983   220   1,217   14,295   291
Woodcreek   Garden   Oct-02   Mesa, AZ   1985   432   2,238   16,193   67
Woodcrest   Garden   Dec-97   Odessa, TX   1972   80   23   126  
Woodfield Gardens   Garden   May-99   Charlotte, NC   1974   132   402   2,277   459
Woodhaven   Garden   Apr-00   Chesapeake, VA   1968   208   804   6,632   512
Woodhill   Garden   Dec-00   Denton, TX   1984   352   1,597   10,326   659
Woodhollow   Garden   Oct-97   Austin, TX   1974   108   658   3,728   737
Woodland Ridge   Garden   Dec-00   Irving, TX   1984   130   622   3,878   178
Woodland Village I   Garden   Oct-99   Columbia, SC   1970   308   1,470   11,962   1,267
Woodlands (MI)   Garden   Dec-99   Battle Creek, MI   1987   76   496   3,556   167

[Additional columns below]

F-98


[Continued from above table, first column(s) repeated]

 
  December 31, 2002
   
Property Name

  Land
  Buildings and
Improvements

  Total
  Accumulated
Depreciation

  Total Cost Net of
Accumulated Depreciation

  Encumbrances
Wilkes Towers   880   1,423   2,303   36   2,267   1,921
Williams Cove   1,227   8,153   9,380   2,684   6,696   5,141
Williamsburg   2,717   17,435   20,152   4,163   15,989   11,430
Williamsburg Apartments   1,663   17,312   18,975   7,597   11,378   8,796
Williamsburg Manor   1,435   8,775   10,210   2,212   7,998   4,150
Williamsburg on the Wabash   2,835   18,518   21,353   1,991   19,362   11,620
Willow Park on Lake Adelaide   902   8,375   9,277   3,285   5,992   3,734
Willowick   530   5,157   5,687   1,935   3,752   2,967
Willowwood   791   1,279   2,070   32   2,038   1,128
Winchester Village Apartments   104   2,479   2,583   193   2,390  
Winddrift (IN)   1,275   4,762   6,037   576   5,461   4,814
Windgate Place   1,044   6,602   7,646   1,305   6,341   5,320
Windridge   1,406   8,931   10,337   2,342   7,995   5,610
Windrift (CA)   25,574   18,649   44,223   2,899   41,324   28,999
Windrift (FL)   3,666   10,647   14,313   1,238   13,075   7,688
Windsor at South Square   1,325   8,919   10,244   1,877   8,367   4,972
Windsor Crossing   314   2,439   2,753   912   1,841   3,537
Windsor Hills   1,592   11,464   13,056   2,789   10,267   6,526
Windsor Landing   1,642   10,016   11,658   2,221   9,437   4,786
Windsor Park   4,370   16,315   20,685   1,636   19,049   13,758
Windward at the Villages   1,595   10,448   12,043   2,313   9,730   3,694
Wood Lake   1,221   14,582   15,803   5,151   10,652   6,793
Woodcreek   2,238   16,260   18,498   6,511   11,987   11,949
Woodcrest   23   126   149   126   23   562
Woodfield Gardens   402   2,736   3,138   708   2,430   2,694
Woodhaven   804   7,144   7,948   1,724   6,224   5,436
Woodhill   1,597   10,985   12,582   2,764   9,818   9,113
Woodhollow   658   4,465   5,123   992   4,131   1,838
Woodland Ridge   622   4,056   4,678   1,073   3,605   3,037
Woodland Village I   1,470   13,229   14,699   4,066   10,633   7,812
Woodlands (MI)   496   3,723   4,219   386   3,833   1,913

F-99


 
   
   
   
   
   
  (2)
Initial Cost

   
 
   
   
   
   
   
  (2)(3)
Cost Capitalized
Subsequent to
Acquisition

Property Name

  Property
Type

  (1)
Date
Consolidated

  Location
  Year
Built

  Number
of Units

  Land
  Buildings and
Improvements

Woodlands of Tyler   Garden   Jul-94   Tyler, TX   1984   256     1,029     5,573     1,366
Woodmere   Garden   Apr-00   Cincinnati, OH   1971   150     501     5,323     739
Woods of Inverness   Garden   Oct-99   Houston, TX   1983   272     1,988     11,443     844
Woodshire   Garden   Mar-00   Virginia Beach, VA   1972   288     961     5,293     634
Wyckford Commons   Garden   Apr-00   Indianapolis, IN   1973   248     1,717     4,849     1,280
Wyntre Brook Apartments   Garden   Oct-99   West Chester, PA   1976   212     1,199     8,775     9,993
Yorktown II Apartments   High Rise   Dec-99   Lombard, IL   1973   368     2,980     18,190     1,129
Yorktree   Garden   Oct-97   Carolstream, IL   1972   293     1,968     11,151     2,051

Other

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 
Brookwood Professional Center   Garden   Nov-00   Indianapolis, IN   1967   72     86     1,824    
Michigan Plaza   Garden   Dec-99   Indianapolis, IN   1965   6     24     140     20
Land                       3,034        
                   
 
 
 
Totals                   185,292   $ 1,986,105   $ 7,556,052   $ 1,091,201
                   
 
 
 

[Additional columns below]

F-100


[Continued from above table, first column(s) repeated]

 
  December 31, 2002
   
Property Name

  Land
  Buildings and
Improvements

  Total
  Accumulated
Depreciation

  Total Cost Net of
Accumulated Depreciation

  Encumbrances
Woodlands of Tyler     1,029     6,939     7,968     2,349     5,619     4,586
Woodmere     501     6,062     6,563     1,719     4,844     2,223
Woods of Inverness     1,988     12,287     14,275     3,923     10,352     4,853
Woodshire     961     5,927     6,888     765     6,123     7,923
Wyckford Commons     1,717     6,129     7,846     2,236     5,610     4,500
Wyntre Brook Apartments     1,199     18,768     19,967     2,120     17,847     10,800
Yorktown II Apartments     2,980     19,319     22,299     905     21,394     17,396
Yorktree     1,968     13,202     15,170     2,970     12,200     5,830

Other

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 
Brookwood Professional Center     86     1,824     1,910     120     1,790    
Michigan Plaza     24     160     184     67     117    
Land     3,034         3,034         3,034    
   
 
 
 
 
 
Totals   $ 1,987,293   $ 8,646,065   $ 10,633,358   $ 1,708,754   $ 8,924,604   $ 5,827,716
   
 
 
 
 
 

(1)
Date the Company acquired the property of first consolidated the partnership which owns the property

(2)
Amounts include reclassifications which have been made to conform the 2002 presentation for the tendering costs to acquire the minority interest share of the consolidated partnerships

(3)
Costs capitalized subsequent to acquisition includes costs capitalized since acquisition or first consolidation of the partnership / property by the Company

F-101



AIMCO PROPERTIES, L.P.

REAL ESTATE AND ACCUMULATED DEPRECIATION
For the Years Ended December 31, 2002, 2001 and 2000
(In Thousands)

 
  2002
  2001
  2000
 
Real Estate                    
  Balance at beginning of year   $ 8,102,816   $ 7,012,452   $ 4,512,697  
  Additions during the year:                    
    Newly consolidated assets     1,054,193     1,182,538     1,590,341  
    Acquisitions     1,728,558     40,069     739,005  
    Foreclosures     32,371         63,545  
    Capital Replacements     82,048     67,204     59,250  
    Capital Enhancements     7,528     31,500     33,445  
    Initial Capital Expenditures     34,697     61,016     61,476  
    Redevelopment     145,490     147,313     126,160  
  Assets held for sale reclassification         (130,000 )    
  Sales     (554,343 )   (309,276 )   (173,467 )
   
 
 
 
  Balance at end of year   $ 10,633,358   $ 8,102,816   $ 7,012,452  
   
 
 
 
Accumulated Depreciation                    
  Balance at beginning of year   $ 1,515,192   $ 912,758   $ 415,992  
  Additions during the year:                    
    Depreciation     288,589     327,070     298,946  
    Newly consolidated assets     122,936     332,394     231,739  
    Foreclosures             (14,118 )
  Assets held for sale reclassification         (37,090 )    
  Sales     (217,963 )   (19,940 )   (19,801 )
   
 
 
 
  Balance at end of year   $ 1,708,754   $ 1,515,192   $ 912,758