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AIMCO PROPERTIES, L.P. FORM 10-Q INDEX



SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549


Form 10-Q

(Mark One)  

ý

QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934

FOR THE QUARTERLY PERIOD ENDED SEPTEMBER 30, 2003

OR

o

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

FOR THE TRANSITION PERIOD FROM                             TO                              

Commission File Number 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)

(303) 757-8101
(Registrant's telephone number, including area code)

Not Applicable
(Former name, former address, and former fiscal year, if changed since last report)

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


        The number of Partnership Common Units outstanding as of October 31, 2003: 103,592,513





AIMCO PROPERTIES, L.P.

FORM 10-Q

INDEX

 
   
  PART I.    FINANCIAL INFORMATION

ITEM 1.

 

Financial Statements

 

 

Consolidated Balance Sheets as of September 30, 2003 (unaudited) and December 31, 2002

 

 

Consolidated Statements of Income for the Three and Nine Months Ended September 30, 2003 and 2002 (unaudited)

 

 

Consolidated Statements of Cash Flows for the Nine Months Ended September 30, 2003 and 2002 (unaudited)

 

 

Notes to Consolidated Financial Statements (unaudited)

ITEM 2.

 

Management's Discussion and Analysis of Financial Condition and Results of Operations

ITEM 3.

 

Quantitative and Qualitative Disclosures about Market Risk

ITEM 4.

 

Controls and Procedures
 
PART II.    OTHER INFORMATION

ITEM 1.

 

Legal Proceedings

ITEM 2.

 

Changes in Securities and Use of Proceeds

ITEM 5.

 

Other Information

ITEM 6.

 

Exhibits and Reports on Form 8-K

Signatures

Certifications

2



AIMCO PROPERTIES, L.P.

CONSOLIDATED BALANCE SHEETS
(In Thousands)

 
  September 30, 2003
  December 31, 2002
 
 
  (Unaudited)

   
 
ASSETS  
Real estate:              
  Land   $ 2,136,397   $ 1,962,356  
  Buildings and improvements     8,556,905     8,474,525  
   
 
 
Total real estate     10,693,302     10,436,881  
  Less accumulated depreciation     (1,806,162 )   (1,656,541 )
   
 
 
    Net real estate     8,887,140     8,780,340  
   
 
 
Cash and cash equivalents     126,680     98,567  
Restricted cash     211,200     220,164  
Accounts receivable     62,380     84,967  
Accounts receivable from affiliates     46,812     47,060  
Deferred financing costs     74,434     69,862  
Notes receivable, primarily from unconsolidated real estate partnerships     184,267     169,238  
Notes receivable from Aimco     11,797     39,428  
Investments in unconsolidated real estate partnerships     234,125     368,195  
Other assets     284,639     257,404  
Assets held for sale     70,552     220,104  
   
 
 
    Total assets   $ 10,194,026   $ 10,355,329  
   
 
 

LIABILITIES AND PARTNERS' CAPITAL

 
Secured tax-exempt bond financing   $ 1,201,572   $ 1,171,557  
Secured notes payable     4,505,657     4,543,566  
Mandatorily redeemable preferred securities     113,169     15,169  
Term loans     354,387     115,011  
Credit facility     160,000     291,000  
   
 
 
    Total indebtedness     6,334,785     6,136,303  
   
 
 
Accounts payable     15,874     11,150  
Accrued liabilities and other     386,494     294,769  
Deferred income     24,129     15,283  
Security deposits     41,967     39,903  
Deferred income taxes payable     23,947     36,680  
Liabilities related to assets held for sale     53,919     168,654  
   
 
 
    Total liabilities     6,881,115     6,702,742  
   
 
 

Minority interest in consolidated real estate partnerships

 

 

79,106

 

 

76,504

 

Partners' capital:

 

 

 

 

 

 

 
  Preferred units     956,289     1,098,683  
  General Partner and Special Limited Partner     1,924,657     2,129,014  
  Limited Partners     370,472     362,888  
  High performance units     (7,286 )   (3,230 )
  Less: Investment in Aimco Class A Common Stock     (10,327 )   (11,272 )
   
 
 
    Total partners' capital     3,233,805     3,576,083  
   
 
 
    Total liabilities and partners' capital   $ 10,194,026   $ 10,355,329  
   
 
 

See notes to consolidated financial statements.

3



AIMCO PROPERTIES, L.P.

CONSOLIDATED STATEMENTS OF INCOME
(In Thousands, Except Per Unit Data)
(Unaudited)

 
  Three Months Ended
September 30,

  Nine Months Ended
September 30,

 
 
  2003
  2002
  2003
  2002
 
RENTAL PROPERTY OPERATIONS:                          
Rental and other property revenues   $ 377,403   $ 335,729   $ 1,111,036   $ 960,998  
Property operating expense     (166,400 )   (137,292 )   (485,993 )   (378,327 )
   
 
 
 
 
Income from property operations     211,003     198,437     625,043     582,671  
   
 
 
 
 

INVESTMENT MANAGEMENT BUSINESS:

 

 

 

 

 

 

 

 

 

 

 

 

 
Management fees and other income primarily from affiliates     14,930     22,135     47,577     66,850  
Management and other expenses     (13,400 )   (18,642 )   (31,633 )   (48,304 )
Amortization of intangibles     (1,276 )   (1,154 )   (4,716 )   (3,194 )
   
 
 
 
 
Income from investment management business     254     2,339     11,228     15,352  
   
 
 
 
 

General and administrative expenses

 

 

(7,638

)

 

(4,360

)

 

(19,538

)

 

(12,377

)
Other expenses                 (5,000 )
Provision for losses on notes receivable         (1,682 )   (1,488 )   (4,838 )

Depreciation of rental property

 

 

(82,840

)

 

(67,639

)

 

(247,682

)

 

(195,127

)
Interest expense     (95,239 )   (76,810 )   (283,487 )   (234,922 )
Interest and other income     5,301     13,411     19,623     60,059  
Equity in earnings (losses) of unconsolidated real estate partnerships     (1,767 )   (254 )   (6,581 )   2,357  
Minority interest in consolidated real estate partnerships     (1,697 )   (2,149 )   (4,700 )   (5,750 )
   
 
 
 
 
Income from operations     27,377     61,293     92,418     202,425  

Gain (loss) on dispositions of real estate

 

 

1,462

 

 

(4,307

)

 

2,738

 

 

4,467

 
Impairment loss on investment in unconsolidated real estate partnerships         (3,564 )       (3,816 )
Distributions to minority partners in excess of income     (11,861 )   (4,302 )   (21,503 )   (15,274 )
   
 
 
 
 
Income from continuing operations     16,978     49,120     73,653     187,802  

Discontinued operations:

 

 

 

 

 

 

 

 

 

 

 

 

 
  Income from discontinued operations     27,483     4,336     62,674     11,156  
   
 
 
 
 
Net income     44,461     53,456     136,327     198,958  

Net income attributable to preferred unitholders

 

 

29,032

 

 

24,805

 

 

82,108

 

 

82,602

 
   
 
 
 
 
Net income attributable to common unitholders   $ 15,429   $ 28,651   $ 54,219   $ 116,356  
   
 
 
 
 

Earnings (loss) per common unit—basic:

 

 

 

 

 

 

 

 

 

 

 

 

 
  Income (loss) from continuing operations (net of preferred distributions)   $ (0.11 ) $ 0.23   $ (0.08 ) $ 1.09  
   
 
 
 
 
  Net income attributable to common unitholders   $ 0.15   $ 0.27   $ 0.52   $ 1.21  
   
 
 
 
 
Earnings (loss) per common unit—diluted:                          
  Income (loss) from continuing operations (net of preferred distributions)   $ (0.11 ) $ 0.23   $ (0.08 ) $ 1.08  
   
 
 
 
 
  Net income attributable to common unitholders   $ 0.15   $ 0.27   $ 0.52   $ 1.20  
   
 
 
 
 
Distributions declared per common unit   $ 0.60   $ 0.82   $ 2.24   $ 2.46  
   
 
 
 
 

See notes to consolidated financial statements.

4



AIMCO PROPERTIES, L.P.

CONSOLIDATED STATEMENTS OF CASH FLOWS
(In Thousands)
(Unaudited)

 
  Nine Months Ended September 30,
 
 
  2003
  2002
 
CASH FLOWS FROM OPERATING ACTIVITIES:              
  Net income   $ 136,327   $ 198,958  
   
 
 
  Adjustments to reconcile net income to net cash provided by operating activities:              
    Depreciation and amortization of intangibles     252,398     198,321  
    Distributions to minority partners in excess of income     21,503     15,274  
    Gain on dispositions of real estate     (2,738 )   (4,467 )
    Impairment loss on investment in unconsolidated real estate partnerships         3,816  
    Income from discontinued operations     (62,674 )   (11,156 )
    Minority interest in consolidated real estate partnerships     4,700     5,750  
    Equity in (earnings) losses of unconsolidated real estate partnerships     6,581     (2,357 )
    Changes in operating assets and liabilities:              
      Deferred income taxes     (13,333 )   (109 )
      Other     38,373     (406 )
   
 
 
        Total adjustments     244,810     204,666  
   
 
 
        Net cash provided by operating activities     381,137     403,624  
   
 
 

CASH FLOWS FROM INVESTING ACTIVITIES:

 

 

 

 

 

 

 
  Purchase of and additions to real estate     (117,907 )   (519,143 )
  Initial capital expenditures     (18,594 )   (23,165 )
  Capital enhancements     (2,765 )   (5,632 )
  Capital replacements     (70,620 )   (60,393 )
  Redevelopment additions to real estate     (79,785 )   (118,505 )
  Proceeds from dispositions of real estate     479,220     105,391  
  Disposition capital expenditures     (15,991 )    
  Proceeds from sale of investments and other assets     3,281     22,747  
  Cash from newly consolidated properties     5,045     7,509  
  Purchase of general and limited partnership interests and other assets     (32,457 )   (52,347 )
  Originations of notes receivable from unconsolidated real estate partnerships     (47,833 )   (74,547 )
  Proceeds from repayment of notes receivable     40,894     53,017  
  Cash paid in connection with merger/acquisition related costs     (13,983 )   (249,220 )
  Distributions received from Aimco     945     945  
  Distributions received from investments in unconsolidated real estate partnerships     51,106     15,662  
   
 
 
        Net cash provided by (used in) investing activities     180,556     (897,681 )
   
 
 

CASH FLOWS FROM FINANCING ACTIVITIES:

 

 

 

 

 

 

 
  Proceeds from secured notes payable borrowings     351,964     651,824  
  Principal repayments on secured notes payable     (553,020 )   (392,477 )
  Proceeds from tax-exempt bond financing     14,505     287,551  
  Principal repayments on tax-exempt bond financing     (62,774 )   (323,732 )
  Net borrowings on term loans and revolving credit facility     108,376     206,492  
  Payment of loan costs     (14,080 )   (9,448 )
  Proceeds from issuance of mandatorily redeemable preferred securities     97,250      
  Proceeds from issuance of common and preferred units, exercise of options/warrants     145,248     425,730  
  Principal repayments received on notes due on common unit purchases     6,049     5,444  
  Redemption of preferred units     (239,770 )    
  Redemption of common units     (1,177 )   (523 )
  Proceeds from issuance of high performance units     1,814     979  
  Payment of distributions to minority interests     (49,009 )   (26,671 )
  Payment of distributions to the General Partner and Special Limited Partner     (229,878 )   (203,651 )
  Payment of distributions to Limited Partners     (23,709 )   (25,866 )
  Payment of distributions to high performance units     (5,854 )   (5,852 )
  Payment of distributions to preferred units     (77,098 )   (86,346 )
   
 
 
        Net cash (used in) provided by financing activities     (531,163 )   503,454  
   
 
 
NET INCREASE IN CASH AND CASH EQUIVALENTS     30,530     9,397  
CASH AND CASH EQUIVALENTS AT BEGINNING OF PERIOD     98,567     75,456  
NET INCREASE (DECREASE) IN CASH AND CASH EQUIVALENTS INCLUDED WITHIN ASSETS HELD FOR SALE FROM BEGINNING TO END OF PERIOD     (2,417 )   1,038  
   
 
 
CASH AND CASH EQUIVALENTS AT END OF PERIOD   $ 126,680   $ 85,891  
   
 
 

See notes to consolidated financial statements.

5



AIMCO PROPERTIES, L.P.

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
September 30, 2003
(Unaudited)

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 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 ("Aimco") is the owner of the Partnership's general partner, AIMCO-GP, Inc. (the "General Partner"), and special limited partner, AIMCO-LP, Inc., (the "Special Limited Partner"). The General Partner and Special Limited Partner hold common OP Units and are the primary holders of outstanding preferred OP Units. "Limited Partners" refers to individuals or entities that are limited partners of the Partnership, other than Aimco, the General Partner or the Special Limited Partner, and own common OP Units or preferred OP Units. Generally, 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 acquire some or all of the common OP Units tendered for redemption 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 and High Performance Units may or may not be redeemable based on their respective terms, as provided for in the Third Amended and Restated Agreement of Limited Partnership of AIMCO Properties, L.P. as amended (the "Partnership Agreement").

        On July 24, 2003, the General Partner amended the Partnership Agreement to provide that the Partnership shall continue until it is dissolved pursuant to the provisions of the Partnership Agreement or as otherwise provided by law. Prior to such amendment, the Partnership Agreement provided for the termination of the Partnership in the year 2094.

        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. 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 (e.g., if Aimco contributes proceeds of a preferred stock offering, Aimco (through the General Partner and Special Limited Partner) receives preferred OP Units with terms substantially similar to the preferred securities issued by Aimco).

        As of September 30, 2003, the Company:

6


        At September 30, 2003, the Partnership had outstanding 103,509,952 common OP Units, 39,467,057 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 10).

NOTE 2—Basis of Presentation

        The accompanying unaudited consolidated financial statements of the Company have been prepared in accordance with generally accepted accounting principles for interim financial information and with the instructions to Form 10-Q and Article 10 of Regulation S-X. Accordingly, they do not include all of the information and footnotes required by generally accepted accounting principles for complete financial statements. In the opinion of management, all adjustments (consisting of normal recurring accruals) considered necessary for a fair presentation have been included. Operating results for the three and nine months ended September 30, 2003 are not necessarily indicative of the results that may be expected for the year ending December 31, 2003.

        The balance sheet at December 31, 2002 has been derived from the audited financial statements at that date but does not include all of the information and footnotes required by generally accepted accounting principles for complete financial statements.

        For further information, refer to the statements and notes thereto included in the Partnership's Annual Report on Form 10-K for the year ended December 31, 2002. Certain 2002 financial statement amounts have been reclassified to conform to the 2003 presentation, including the elimination of certain intercompany items and the treatment of discontinued operations.

        The accompanying consolidated financial statements include the accounts of the Partnership, majority owned corporate 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 the 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' net assets for no additional consideration. Pursuant to that agreement, Aimco has also granted the Partnership certain rights with respect to assets of such subsidiaries. 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. 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, however, pursuant to the revolving credit facility and term loans, the Partnership has pledged as collateral, equity interests in certain consolidated real estate partnerships.

        Interests in consolidated real estate partnerships held by partners other than the Company are reflected as minority interest in consolidated real estate partnerships. Minority interest in consolidated 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, 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. For the three and nine months ended September 30, 2003, such charges were $11.9 million and $21.5 million, respectively, compared to charges of $4.3 million and $15.3 million for the three and nine months ended September 30, 2002, respectively. Losses are allocated to minority partners until such time as such losses exceed the minority partners' basis, in which case, the Company recognizes 100% of the losses in operating

7


earnings when the partnership is in a deficit equity position, even though the Company does not suffer any economic effect, cost or risk. With regard to such consolidated real estate partnerships, approximately $0.4 million in depreciation related net recoveries and $1.3 million in depreciation related net losses were charged to minority interest in consolidated real estate partnerships for the three and nine months ended September 30, 2003, respectively, and $0.8 million and $1.5 million in depreciation related net losses were charged to minority interest in consolidated real estate partnerships for the three and nine months ended September 30, 2002, respectively.

NOTE 3—Notes Receivable Primarily From Unconsolidated Real Estate Partnerships

        The following table summarizes the Company's notes receivable primarily from unconsolidated real estate partnerships at September 30, 2003 and 2002 (in thousands):

 
  Notes Receivable Primarily From Unconsolidated Real Estate Partnerships
 
 
  September 30, 2003
  September 30, 2002
 
Par value notes   $ 105,362   $ 115,743  
Discounted notes     83,850     133,445  
Less: allowance for loan losses     (4,945 )   (1,682 )
   
 
 
Total   $ 184,267   $ 247,506  
   
 
 

        The Company recognizes interest income earned from its investments in notes receivable when the collectibility of such amounts is both probable and estimable. 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 ("discounted notes").

        As of September 30, 2003 and 2002, the Company held, primarily through its consolidated corporate subsidiaries, $105.4 million and $115.7 million, respectively, of par value notes receivable from unconsolidated real estate partnerships, including accrued interest, for which the Company believes the collectibility of such amounts is both probable and estimable. As such, interest income from par value notes for the three and nine months ended September 30, 2003 totaled $3.5 million and $11.0 million, respectively, and for the three and nine months ended September 30, 2002 totaled $7.3 million and $24.2 million, respectively.

        As of September 30, 2003 and 2002, the Company held discounted notes, including accrued interest, with a carrying value of $83.9 million and $133.4 million, respectively. The total face value plus accrued interest of these notes was $147.6 million and $221.7 million at September 30, 2003 and 2002, respectively.

        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, refinancings, foreclosures and rights offerings), the Company has determined that certain notes are collectible for amounts greater than their carrying value. Accordingly, the Company recognizes 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 three and nine months ended September 30, 2003, the Company recognized accretion income of approximately $0.05 million ($0.00 per basic and diluted unit) and $2.6 million ($0.02 per basic unit and diluted unit), respectively,

8


and for the three and nine months ended September 30, 2002, the Company recognized accretion income of approximately $3.8 million ($0.04 per basic and diluted unit) and $19.3 million ($0.20 per basic and diluted unit), respectively. The Company generally realizes the notes receivable through collection of cash or increasing ownership of the property or of an additional equity interest in the partnership owning the property that serves as collateral for the loan.

        Included in the above total notes receivable balances, as of September 30, 2003 and 2002, are $57.2 million and $67.2 million, respectively, in notes that were secured by interests in real estate or interests in real estate partnerships. The Company earns interest on these notes receivable at various annual interest rates ranging between 5.5% and 12.0% and averaging 8.4%.

        The activity in the allowance for loan losses in total for both par value and discounted notes for the nine months ended September 30, 2003, is as follows (in thousands):

Balance at December 31, 2002   $ 5,413  
Provision for losses on notes receivable     1,488  
Net reductions due to property sales     (1,956 )
   
 
Balance at September 30, 2003   $ 4,945  
   
 

        The Company will continue to monitor the collectibility or impairment of each note on a periodic basis, and changes in the allowance may occur due to changes in the market environment that affect operating cash flows.

NOTE 4—Commitments and Contingencies

        In connection with the March 2002 acquisition of Casden Properties Inc. ("Casden"), which included the merger of Casden into Aimco, and the merger of a subsidiary of Aimco into another real estate investment trust ("REIT") affiliated with Casden (collectively, the "Casden Merger"), Aimco and the Company have the following commitments to:

9


        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 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.

        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.

        As previously disclosed, Aimco has been named as a defendant in lawsuits that have alleged personal injury as a result of the presence of mold. In addition, the Company is aware of lawsuits against owners and managers of multifamily properties asserting claims of personal injury and property damage caused by the presence of mold, some of which have resulted in substantial monetary judgments or settlements. The Company has only limited insurance coverage for property damage loss claims arising from the presence of mold and for personal injury claims related to mold exposure.

        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.

10


Other Legal Matters

        As previously disclosed, Aimco and four of its affiliated partnerships are defendants in a lawsuit brought by the City Attorney for the City and County of San Francisco ("CCSF") alleging violations of residential housing codes, unlawful business practices and unfair competition. 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. Aimco has 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. The matter is not presently set for trial. Aimco has engaged in preliminary discussions with the City Attorney to resolve the lawsuit. In the event it is unable to resolve the lawsuit, Aimco believes it has meritorious defenses to assert, will vigorously defend itself against CCSF's claims, and 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.

        As previously disclosed, National Program Services, Inc. and Vito Gruppuso (collectively "NPS") are insurance agents who in 2000 sold to Aimco property insurance issued by National Union Fire Insurance Company of Pittsburgh, Pennsylvania ("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 faced the risk of impairment of a $16.7 million insurance-related receivable as well as certain contingent liabilities as more fully described below. Aimco has settled its litigation with Lumbermens Mutual Casualty Company ("Lumbermens") and potential claims against an insurance agency with the result that it has received $10 million and reduced its insurance related receivable to $6.7 million. In addition, Aimco has pending litigation 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.

        As previously disclosed, with respect to the contingent liabilities arising from the NPS defaults, in November 2002, Cananwill, Inc., a premium funding company, commenced litigation 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 an adverse determination, Aimco will seek reimbursement of any loss from all third parties responsible for any such liability. In April 2003, Aimco filed suit against Cananwill and Combined Specialty Insurance Company, formerly known as Virginia Surety Company, Inc., in the United States District Court for the District of Colorado alleging Cananwill's conversion of $1.6 million of unearned premium belonging to Aimco and misapplication of such funds to the alleged debt asserted in the first Cananwill lawsuit. In addition, WestRM—West Risk Markets, Ltd. ("WestRM") has sued XL Reinsurance America, Inc. ("XL"), Greenwich Insurance Company ("Greenwich") and Lumbermens to collect on surety bonds issued by the three allegedly to secure payment obligations due on a premium funding made by WestRM. XL and Greenwich have made Aimco a third party defendant in this action, asserting that if they have any liability to WestRM, then Aimco is liable to XL and Greenwich pursuant to an alleged indemnification agreement. Finally, on July 11, 2003, Highlands Insurance Company ("Highlands") filed suit in a New Jersey state court against Cananwill, Aimco, XL and Greenwich asserting the liability of Aimco as a principal on surety bonds issued by Highlands in the event Highlands has any liability to Cananwill on the aforementioned Cananwill claim. Aimco believes it has meritorious defenses to assert, will vigorously defend itself against claims brought against it, and will 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

11


matters will have a material adverse effect on the Company's consolidated financial condition or results of operations taken as a whole.

        As previously disclosed, in 1998 and 1999, prior to the March 2002 Casden Merger in which Aimco acquired National Partnership Investments Corp. ("NAPICO"), 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. On April 29, 2003, the court entered judgment 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, both amounts plus interest of approximately $25.6 million, and for punitive damages against NAPICO in the amount of $2.6 million.

        On August 11, 2003, Aimco and NAPICO entered into a Stipulation of Settlement (the "Stipulation of Settlement") with the plaintiff class (the "Plaintiffs") and their counsel relating to the settlement of the litigation. On August 25, 2003, the court granted preliminary approval of the Stipulation of Settlement. The Stipulation of Settlement remains subject to the final approval of the court, as well as the approval of the Plaintiffs, which hearing is currently scheduled for November 24, 2003. The principal terms of the Stipulation of Settlement include, among other things (1) payments in both cash ($29 million) and Aimco Class A Common Stock ($19 million) by Alan I. Casden, on behalf of himself, NAPICO and other defendants, to the Plaintiffs, (2) guaranteed payments in an aggregate amount of $35 million ($7 million per year for 5 years), plus interest, by NAPICO to the Plaintiffs, (3) a release of claims of all parties associated with the litigation and (4) joint agreement by the parties to request that a new judgment be entered in the litigation to, among other things, expunge the judgment originally entered against NAPICO and the other defendants. On September 24, 2003, Battle Fowler, LLP filed a request to intervene to challenge the portion of the Stipulation of Settlement that would lead to expungement of the judgment originally entered on April 29, 2003 against NAPICO and the other defendants. All parties to the Stipulation of Settlement have opposed this request to intervene. A hearing regarding the request occurred November 10, 2003; however, the court has not yet ruled on the matter.

        On August 12, 2003, in connection with the Stipulation of Settlement, NAPICO and Aimco executed a Settlement Agreement (the "Settlement Agreement") with the prior shareholders of Casden Properties Inc. The principal terms of the Settlement Agreement include, among other things, that (1) NAPICO will voluntarily discontinue the action it commenced on May 13, 2003 against the former shareholders of Casden Properties Inc. and other indemnitors in the Casden Merger, (2) Alan I. Casden and certain related entities will resolve certain pending claims for indemnification made by NAPICO, Aimco and their affiliates, (3) Aimco or an affiliate will provide $25 million of the $29 million in cash that Alan I. Casden is obligated to provide under the Stipulation of Settlement in exchange for 531,915 shares of Aimco Class A Common Stock owned by The Casden Company, and (4) The Casden Company will promise to pay to NAPICO an aggregate amount of $35 million ($7 million per year for 5 years), plus interest, on a secured, nonrecourse basis. The Casden Company can prepay its obligations set forth in Item (4) in shares of Aimco Class A Common Stock having a value based on the greater of $47 per share or the market value of such shares at the time of payment.

        The Company does not believe that the ultimate outcome of the litigation involving NAPICO and certain other defendants will have a material adverse effect on the Company's consolidated financial condition or results of operations taken as a whole.

        On August 8, 2003 the Partnership was served with a complaint in the United States District Court, District of Columbia alleging that it willfully violated the Fair Labor Standards Act ("FLSA") by failing to pay maintenance workers overtime for all hours worked in excess of forty hours per week. The complaint attempts

12


to bring a collective action under the FLSA and seeks to certify state subclasses in California, Maryland, and the District of Columbia. Specifically, the plaintiffs contend that the Partnership failed to compensate maintenance workers for time that they were required to be "on-call." Additionally, the complaint alleges that the Partnership failed to comply with the FLSA in compensating maintenance workers for time that they worked in responding to a call while "on-call." The complaint also attempts to certify a subclass for salaried service directors who are challenging their classification as exempt from the overtime provisions of the FLSA. The Partnership has filed an answer to the complaint denying the substantive allegations. 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.

NOTE 5—Mandatorily Redeemable Preferred Securities

        Effective July 1, 2003, the Company, as a result of Statement of Financial Accounting Standard No. 150, Accounting for Certain Financial Instruments with Characteristics of both Liabilities and Equity ("SFAS 150") was required to reclassify the Class S Partnership Preferred Units (the "Class S Preferred Units") and Trust Based Convertible Preferred Securities ("TOPRS") from between the liabilities and partners' capital section of the consolidated balance sheet to liabilities (see Note 16 for further details on SFAS 150).

        On April 30, 2003, Aimco sold 4,000,000 shares ($100 million) of Class S Cumulative Redeemable Preferred Stock, par value $0.01 per share (the "Class S Preferred Stock") through a private placement to an institutional investor, resulting in approximately $97 million of net proceeds. Proceeds of $28.1 million were paid by Aimco to the Partnership to repay the note receivable established in the acquisition of the Villas at Park La Brea (see Note 17) and concurrently all 1,124,041 Class Eleven Partnership Preferred Units were converted into 1,124,041 Class S Preferred Units. The remaining net proceeds were contributed by Aimco to the Partnership in exchange for 2,875,959 Class S Preferred Units. The Partnership used the net proceeds to redeem $60 million of its Class C Partnership Preferred Units (the "Class C Preferred Units") (see Note 6) and to pay down borrowings on the Company's revolving credit facility. The Class S Preferred Units have substantially the same terms as the shares of Class S Preferred Stock. The initial dividend rate on the Class S Preferred Stock is based on three-month LIBOR plus 2.75%. These dividends are cumulative from the date of original issuance and are payable quarterly. From the first anniversary of the date of original issuance through October 31, 2004, the dividend rate on the Class S Preferred Stock increases to the three-month LIBOR plus 6.0% with additional increases thereafter. Distributions are made on the Class S Preferred Units at the same time and in the same amount as dividends paid on the Class S Preferred Stock. Under SFAS 150, the distributions paid on the Class S Preferred Units are recorded to interest expense in the amount of $1.0 million for the three months ended September 30, 2003. Class S Preferred Units are senior to common OP Units as to distributions and liquidation. Upon any liquidation, dissolution or winding up of Aimco, before payments of distributions by Aimco are made to any holders of Aimco Class A Common Stock or common OP Units, the holders of Class S Preferred Stock and Class S Preferred Units are entitled to receive a liquidation preference of $25 per share/unit, plus accumulated, accrued and unpaid dividends/distributions. Each share of Class S Preferred Stock is redeemable for a maximum amount of $25 per share, plus all accrued and unpaid dividends, if any, to the date fixed for redemption, as follows: (i) at the option of the holder, upon the occurrence of certain events or (ii) at the option of Aimco, at any time, with a mandatory redemption date of April 30, 2043. Depending on the date fixed for redemption, the Class S Preferred Stock is redeemable at varying per share amounts as follows: (i) on or before October 31, 2003, $24.50; (ii) on or before January 31, 2004, $24.63; (iii) on or before April 30, 2004, $24.75; or (iv) any time after April 30, 2004, $25.00. Aimco intends to redeem the Class S Preferred Stock within one year of its issuance with proceeds from property sales and at the same time that Aimco effects such redemption, the Partnership will concurrently redeem the Class S Preferred Units. The redemption value of the Class S Preferred Units at the date of adoption of SFAS 150 was $97.75 million. As a result, the Company reclassified this amount as a liability as of July 1, 2003. Based on the redemption terms of the Class S Preferred Stock, as described above, the redemption price of the Class S Preferred Units at September 30, 2003 was $98.0 million. Therefore, in accordance with SFAS 150, the Company recognized an additional liability and incurred interest expense in the amount of $0.25 million in the three months ended September 30, 2003.

13


        The Company also includes TOPRS, which it assumed in connection with the Insignia merger in 1998, in mandatorily redeemable preferred securities. As of September 30, 2003, $15.2 million was outstanding of the $149.5 million that was originally assumed. The redemption value of the TOPRS at the date of adoption of SFAS 150 was $15.2 million and therefore the Company reclassified this amount as a liability as of July 1, 2003. As of September 30, 2003, the redemption value of the TOPRS remains $15.2 million.

NOTE 6—Partners' Capital

        On June 30, 2003, using proceeds from the issuance of the Class S Preferred Stock, Aimco redeemed for cash all 2,400,000 outstanding shares of its Class C Preferred Stock at a redemption price per share of $25.00 plus an amount equal to accumulated and unpaid dividends through June 30, 2003, for a total of $25.475 per share. Concurrently, the Partnership redeemed each of the Class C Preferred Units.

        On July 31, 2003, Aimco sold 6,000,000 shares ($150 million) of Class T Cumulative Preferred Stock, par value $0.01 per share (the "Class T Preferred Stock") in a registered public offering. Proceeds of approximately $145 million were contributed by Aimco to the Partnership in exchange for Class T Partnership Preferred Units (the "Class T Preferred Units"). The Partnership used these proceeds to redeem other preferred securities as described below. The Class T Preferred Units have substantially the same terms as the shares of Class T Preferred Stock. Holders of the Class T Preferred Stock are entitled to receive quarterly dividend payments of $0.50 per share, equivalent to $2.00 per share on an annual basis, or 8% of the $25 per share liquidation preference, beginning on October 15, 2003. Class T Preferred Stock is senior to Aimco Class A Common Stock as to dividends and liquidation. Upon any liquidation, dissolution or winding up of Aimco, before payments of distributions by Aimco are made to any holders of Aimco Class A Common Stock or common OP Units, the holders of Class T Preferred Stock and Class T Preferred Units are entitled to receive a liquidation preference of $25 per share, plus accumulated, accrued and unpaid dividends. Each share of Class T Preferred Stock is redeemable at Aimco's option beginning July 31, 2008 for cash in the amount of $25 per share, plus all accrued and unpaid dividends, if any, to the date fixed for redemption. Distributions will be made on the Class T Preferred Units at the same time and in the same amount as dividends on the Class T Preferred Stock.

        On August 18, 2003, Aimco redeemed 1,500,000 shares of its Class D Cumulative Preferred Stock, par value $0.01 per share at a redemption price of $25 per share plus an amount equal to accumulated and unpaid dividends through August 18, 2003, for a total of $25.2066 per share. Concurrently with this redemption, the Partnership redeemed for cash 1,500,000 of its Class D Partnership Preferred Units (the "Class D Preferred Units"). Following this redemption, 2,700,000 Class D Preferred Units remained outstanding.

        On August 18, 2003, Aimco redeemed all 2,000,000 outstanding shares of its Class H Cumulative Preferred Stock, par value $0.01 per share at a redemption price of $25 per share plus an amount equal to accumulated and unpaid dividends through August 18, 2003, for a total of $25.2243 per share. Concurrently with this redemption, the Partnership redeemed for cash all 2,000,000 Class H Partnership Preferred Units (the "Class H Preferred Units").

        On August 18, 2003, Aimco redeemed for cash all 2,500,000 outstanding shares of its Class L Convertible Cumulative Preferred Stock, par value $0.01 per share at a redemption price of $25 per share. Accumulated and unpaid dividends of $0.5625 per share were paid on August 28, 2003, the scheduled dividend payment date. Concurrently with this redemption, the Partnership redeemed for cash all 2,500,000 Class L Partnership Preferred Units (the "Class L Preferred Units").

14



        On August 18, 2003, Aimco redeemed for cash all 1,200,000 outstanding shares of its Class M Convertible Cumulative Preferred Stock, par value $0.01 per share for a total redemption price of $25.7313 per share, which included $0.2313 of accumulated and unpaid dividends through August 18, 2003 and a 2%, or $0.50 per share, redemption premium. The redemption premium was included in preferred dividends/distributions for the three and nine months ended September 30, 2003. Concurrently with this redemption, the Partnership redeemed for cash all 1,200,000 Class M Partnership Preferred Units (the "Class M Preferred Units").

        On July 31, 2003, the Securities and Exchange Commission ("SEC") clarified Emerging Issues Task Force, Topic No. D-42, The Effect on the Calculation of Earnings Per Share for the Redemption or Induced Conversion of Preferred Stock ("Topic D-42"). See Note 16 for further information on Topic D-42. The redemption of the Class C Preferred Units in second quarter 2003 resulted in $2.2 million of redemption related preferred unit issuance costs retroactively deducted from net income to arrive at net income attributable to common unitholders and thereby reduced by $0.02 the Company's previously reported earnings per basic and diluted common unit for the three months ended June 30, 2003. Additionally, the redemptions in the third quarter 2003 of the Class H Preferred Units, the Class L Preferred Units, and the Class M Preferred Units and the partial redemption in third quarter 2003 of the Class D Preferred Units resulted in $5.5 million of redemption related preferred unit issuance costs being deducted from net income to arrive at net income attributable to common unitholders and thereby reduced by $0.06 the Company's earnings per basic and diluted common unit for the three months ended September 30, 2003. All of these redemption related preferred unit issuance costs have thereby reduced by $0.08 earnings per basic and diluted common unit for the nine months ended September 30, 2003.

        During the three and nine months ended September 30, 2003, approximately 12,000 preferred OP Units were tendered for redemption in exchange for approximately 8,000 shares of Aimco Class A Common Stock. Additionally, during the three and nine months ended September 30, 2003, approximately none and 12,000 preferred OP Units, respectively, were tendered for redemption in exchange for cash.

        In July 2003, the Company repurchased all 1,077,485 outstanding Class Nine Partnership Preferred Units (the "Class Nine Preferred Units") for approximately $27 million (see Note 12 for further information).

        During the three and nine months ended September 30, 2003, the Company completed tender offers for limited partnership interests resulting in the issuance of approximately none and 22,000 common OP Units, respectively.

        During the three and nine months ended September 30, 2003, approximately 2,000 and 26,000 common OP Units, respectively, were tendered for redemption in exchange for cash and approximately 35,000 and 119,000 common OP Units, respectively, were tendered for redemption in exchange for shares of Aimco Class A Common Stock. Concurrently with these redemptions for Aimco's Class A Common Stock, the Partnership issued to Aimco the same number of common OP Units.

        On April 25, 2003, Aimco stockholders approved the sale by the Partnership of 5,000 of its Class VI High Performance Partnership Units (see Note 10). On May 9, 2003, the Partnership issued 5,000 of its Class VI High Performance Partnership Units to a limited liability company owned by a limited number of employees for an aggregate offering price of $985,000.

15


NOTE 7—Stock-Based Compensation

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

        Effective January 1, 2003, Aimco adopted the accounting provisions of Statement of Financial Accounting Standards No. 123, "Accounting for Stock-Based Compensation" ("SFAS 123"), as amended by Statement of Financial Accounting Standards No. 148, "Accounting for Stock-Based Compensation—Transition and Disclosure—an amendment of FASB Statement No. 123" ("SFAS 148"), and applied the prospective method set forth in SFAS 148 with respect to the transition. Under this method, Aimco now applies the fair value recognition provisions of SFAS 123 to all employee awards granted, modified, or settled on or after January 1, 2003, which has resulted in compensation expense being recorded based on the fair value of the stock options. For purposes of the pro forma disclosures below, the estimated fair values for all awards made prior to January 1, 2003 are amortized over the respective vesting period for each such option and are shown as expense as if SFAS 123 had been applied to all such awards.

        The following table illustrates the effect on net income and earnings per unit if the fair value based method had been applied to all outstanding and unvested awards in each period presented (in thousands, except per unit data):

 
  Three Months Ended
September 30,

  Nine Months Ended
September 30,

 
 
  2003
  2002
  2003
  2002
 
Net income attributable to common unitholders, as reported   $ 15,429   $ 28,651   $ 54,219   $ 116,356  

Add: Stock-based employee compensation expense included in reported net income

 

 

 

 

 

 

 

 

 

 

 

 

 
  Restricted stock awards     1,390     1,283     3,829     3,563  
  Stock options     251         669      
Deduct: Total stock-based employee compensation expense determined under fair value based method for all awards:                          
  Restricted stock awards     (1,390 )   (1,283 )   (3,829 )   (3,563 )
  Stock options     (1,061 )   (1,897 )   (3,637 )   (5,691 )
   
 
 
 
 
Pro forma net income attributable to common unitholders   $ 14,619   $ 26,754   $ 51,251   $ 110,665  
   
 
 
 
 
Basic earnings per common unit:                          
  Reported   $ 0.15   $ 0.27   $ 0.52   $ 1.21  
  Pro forma   $ 0.14   $ 0.26   $ 0.49   $ 1.15  
Diluted earnings per common unit:                          
  Reported   $ 0.15   $ 0.27   $ 0.52   $ 1.20  
  Pro forma   $ 0.14   $ 0.25   $ 0.49   $ 1.14  

16


NOTE 8—Earnings Per Unit

        Earnings per unit is calculated based on the weighted average number of common OP Units, common OP Unit equivalents and dilutive convertible securities outstanding during the period. The following table illustrates the calculation of basic and diluted earnings per unit for the three and nine months ended September 30, 2003 and 2002 (in thousands, except per unit data):

 
  Three Months Ended
September 30,

  Nine Months Ended
September 30,

 
 
  2003
  2002
  2003
  2002
 
Numerator:                          
Income from continuing operations   $ 16,978   $ 49,120   $ 73,653   $ 187,802  
Less: Net income attributable to preferred unitholders     (29,032 )   (24,805 )   (82,108 )   (82,602 )
   
 
 
 
 
Numerator for basic and diluted earnings per unit—
Income (loss) from continuing operations
  $ (12,054 ) $ 24,315   $ (8,455 ) $ 105,200  
   
 
 
 
 
Net income   $ 44,461   $ 53,456   $ 136,327   $ 198,958  
Less: Net income attributable to preferred unitholders     (29,032 )   (24,805 )   (82,108 )   (82,602 )
   
 
 
 
 
Numerator for basic and diluted earnings per unit—Net income attributable to common unitholders   $ 15,429   $ 28,651   $ 54,219   $ 116,356  
   
 
 
 
 
Denominator:                          
Denominator for basic earnings per unit—weighted average number of common units outstanding     104,684     104,589     104,714     95,906  
Effect of dilutive securities:                          
Dilutive potential common units     210     904     130     1,399  
   
 
 
 
 
Denominator for diluted earnings per unit     104,894     105,493     104,844     97,305  
   
 
 
 
 
Earnings (loss) per common unit:                          
Basic earnings (loss) per common unit:                          
  Income (loss) from continuing operations (net of preferred distributions)   $ (0.11 ) $ 0.23   $ (0.08 ) $ 1.09  
  Income from discontinued operations   $ 0.26   $ 0.04   $ 0.60   $ 0.12  
   
 
 
 
 
  Net income attributable to common unitholders   $ 0.15   $ 0.27   $ 0.52   $ 1.21  
Diluted earnings (loss) per common unit:                          
  Income (loss) from continuing operations (net of preferred distributions)   $ (0.11 ) $ 0.23   $ (0.08 ) $ 1.08  
  Income from discontinued operations   $ 0.26   $ 0.04   $ 0.60   $ 0.12  
   
 
 
 
 
  Net income attributable to common unitholders   $ 0.15   $ 0.27   $ 0.52   $ 1.20  
   
 
 
 
 

        All of the Partnership's convertible preferred OP Units are anti-dilutive on an "as converted" basis, therefore, all of the distributions payable on the convertible preferred OP Units are deducted to arrive at the numerator and no additional units are included in the denominator. The common OP Unit equivalents related to approximately 5.6 million and 9.0 million of vested and unvested stock options, units issued for non-recourse notes receivable, and restricted stock awards for the three and nine months ended September 30, 2003, respectively, have been excluded from diluted earnings per unit as their effect would be anti-dilutive. Similarly, the common OP Unit equivalents related to approximately 3.5 million and 1.6 million of vested and unvested stock options, units issued for non-recourse notes receivable, and restricted stock awards have been excluded for the three and nine months ended September 30, 2002, respectively.

17


NOTE 9—Business Segments

        The Company has two reportable segments: real estate (owning and operating apartments) and investment management business (providing property management and other services relating to the apartment business to third parties and affiliates). The Company owns and operates properties 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 properties. However, because each of its properties has similar economic characteristics, the properties 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. No single resident or related group of residents contributed 10% or more of total revenues during the three and nine months ended September 30, 2003 or 2002.

        Statement of Financial Accounting Standard No. 131, Disclosures about Segments of an Enterprise and Related Information ("SFAS 131") requires that segment disclosures present the measure(s) used by the chief operating decision maker for purposes of assessing such segments' performance. The Company's chief operating decision maker is comprised of several members of its executive management team who use several generally accepted industry financial measures to assess the performance of the business. Specifically, the Company's chief operating decision makers use free cash flow, funds from operations and adjusted funds from operations to assess the financial performance of its business. See note (3) below for an explanation of these measures.

        Certain reclassifications have been made to 2002 amounts to conform to the 2003 presentation. These reclassifications primarily represent presentation changes related to discontinued operations resulting from the requirements of Statement of Financial Accounting Standard No. 144, Accounting for the Impairment or Disposal of Long-Lived Assets ("SFAS 144") and intercompany eliminations. In addition, on October 1, 2003, the National Association of Real Estate Investment Trusts ("NAREIT") clarified its definition of funds from operations to include impairment losses, which previously had been added back to calculate funds from operations. In the three months ended September 30, 2003, and effective for all prior periods presented, in accordance with this clarification, the Company no longer adds back impairment losses when computing funds from operations. As a result, funds from operations for the three months ended September 30, 2003 includes impairment losses of $0.6 million, and for the nine months ended September 30, 2003, includes an adjustment of $7.9 million to reflect this change. Funds from operations for the three and nine months ended September 30, 2002 includes an adjustment of $3.6 million and $4.0 million, respectively, to reflect this change. Finally, as a result of the SEC's interpretation of Topic D-42, the Company included in funds from operations redemption related preferred unit issuance costs in the three months ended September 30, 2003, and effective for all prior periods. Therefore, funds from operations for the three months ended September 30, 2003 includes issuance costs of $5.5 million and funds from operations for the nine months ended September 30, 2003 includes an adjustment of $2.2 million to reflect this change.

        The following tables present the contribution (separated between consolidated and unconsolidated activity) to the Company's free cash flow for the three and nine months ended September 30, 2003 and 2002, from these segments, and a reconciliation of free cash flow, funds from operations, and adjusted funds from operations, to net income (in thousands, except ownership equivalent units and monthly rents):

18



FREE CASH FLOW FROM BUSINESS SEGMENTS

For the Three Months Ended September 30, 2003 and 2002

(in thousands, except unit and monthly rents data)

 
  2003
  2002
 
 
  Consolidated
  Unconsolidated
  Total
  %
  Consolidated
  Unconsolidated
  Total
  %
 
Real Estate                                              
  Conventional Apartments                                              
    Average monthly rent greater than $1,200 per unit (equivalent units of 11,429 and 8,812 for 2003 and 2002)   $ 26,958   $ 727   $ 27,685   15.1 % $ 19,907   $ 1,100   $ 21,007   11.5 %
    Average monthly rent $1,000 to $1,200 per unit (equivalent units of 10,167 and 9,543 for 2003 and 2002)     20,446     448     20,894   11.4 %   15,477     721     16,198   8.9 %
    Average monthly rent $900 to $1,000 per unit (equivalent units of 14,439 and 10,644 for 2003 and 2002)     26,871     461     27,332   14.9 %   19,866     588     20,454   11.2 %
    Average monthly rent $800 to $900 per unit (equivalent units of 6,636 and 13,089 for 2003 and 2002)     12,105     339     12,444   6.8 %   21,351     235     21,586   11.8 %
    Average monthly rent $700 to $800 per unit (equivalent units of 15,712 and 14,881 for 2003 and 2002)     20,474     610     21,084   11.5 %   18,789     1,863     20,652   11.3 %
    Average monthly rent $600 to $700 per unit (equivalent units of 33,582 and 34,444 for 2003 and 2002)     33,684     952     34,636   18.9 %   33,718     3,207     36,925   20.2 %
    Average monthly rent $500 to $600 per unit (equivalent units of 37,159 and 31,083 for 2003 and 2002)     27,055     1,173     28,228   15.4 %   23,973     2,773     26,746   14.7 %
    Average monthly rent less than $500 per unit (equivalent units of 15,134 and 15,596 for 2003 and 2002)     6,636     412     7,048   3.9 %   6,807     793     7,600   4.2 %
   
 
 
 
 
 
 
 
 
      Subtotal conventional real estate contribution to Free Cash Flow (equivalent units of 144,258 and 138,092 for 2003 and 2002)     174,229     5,122     179,351   97.9 %   159,888     11,280     171,168   93.8 %
 
Affordable Apartments (equivalent units of 22,538 and 23,041 for 2003 and 2002)

 

 

13,857

 

 

5,662

 

 

19,519

 

10.7

%

 

13,139

 

 

5,362

 

 

18,501

 

10.1

%
  College housing (equivalent units of 2,403 and 2,489 for 2003 and 2002)     1,827     35     1,862   1.0 %   2,192     68     2,260   1.2 %
  Other real estate     736     1     737   0.4 %   841     37     878   0.5 %
  Minority interest     (17,737 )       (17,737 ) (9.6 )%   (21,201 )       (21,201 ) (11.6 )%
   
 
 
 
 
 
 
 
 
    Total real estate contribution to Free Cash Flow     172,912 (1)   10,820     183,732   100.4 %   154,859 (1)   16,747     171,606   94.0 %

Investment Management Business

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 
 
Management contracts (property, risk and asset management)

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 
    Controlled properties     690         690   0.4 %   3,029         3,029   1.7 %
    Third party with terms in excess of one year     466         466   0.3 %   529         529   0.3 %
    Third party cancelable in 30 days     299         299   0.2 %   271         271   0.1 %
  Insurance claim losses     (793 )       (793 ) (0.5 )%   (1,101 )       (1,101 ) (0.6 )%
   
 
 
 
 
 
 
 
 
        Investment management business contribution to Free Cash Flow before activity based fees     662         662   0.4 %   2,728         2,728   1.5 %
 
Activity based fees

 

 

868

 

 


 

 

868

 

0.5

%

 

765

 

 


 

 

765

 

0.4

%
   
 
 
 
 
 
 
 
 
    Total investment management business contribution to Free Cash Flow     1,530 (2)       1,530   0.9 %   3,493 (2)       3,493   1.9 %

Interest and other income

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 
  General partner loan interest     3,507         3,507   1.9 %   7,260         7,260   4.0 %
  Transactional income     46         46   0.0 %   3,791         3,791   2.1 %
  Money market and interest bearing accounts     1,587         1,587   0.9 %   2,208         2,208   1.2 %
  Interest from Aimco     161         161   0.1 %   152         152   0.1 %
   
 
 
 
 
 
 
 
 
    Total interest and other income contribution to Free Cash Flow     5,301         5,301   2.9 %   13,411         13,411   7.3 %

General and administrative expenses

 

 

(7,638

)

 


 

 

(7,638

)

(4.2

)%

 

(4,360

)

 


 

 

(4,360

)

(2.4

)%
Provision for losses on notes receivable               (0.0 )%   (1,682 )       (1,682 ) (0.9 )%
   
 
 
 
 
 
 
 
 
Free Cash Flow (FCF)(3)   $ 172,105   $ 10,820   $ 182,925   100.0 % $ 165,721   $ 16,747   $ 182,468   100.0 %

19



FREE CASH FLOW FROM BUSINESS SEGMENTS

For the Three Months Ended September 30, 2003 and 2002

(in thousands, except per unit data)

 
  2003
  2002
 
 
  Consolidated
  Unconsolidated
  Total
  Consolidated
  Unconsolidated
  Total
 
Free Cash Flow (FCF)(3)   $ 172,105   $ 10,820   $ 182,925   $ 165,721   $ 16,747   $ 182,468  

Cost of Senior Capital:

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 
  Interest expense:                                      
    Secured debt:                                      
      Long-term, fixed rate     (80,054 )   (7,132 )   (87,186 )   (69,508 )   (11,657 )   (81,165 )
      Long-term, floating rate     (8,577 )   (73 )   (8,650 )   (4,866 )   (353 )   (5,219 )
      Short-term     (2,845 )   (11 )   (2,856 )   (2,496 )       (2,496 )
    Lines of credit and other unsecured debt     (6,168 )       (6,168 )   (4,252 )       (4,252 )
    Interest expense on mandatorily redeemable preferred securities     (1,288 )       (1,288 )            
    Interest expense on mandatorily redeemable convertible preferred securities     (247 )       (247 )   (365 )       (365 )
    Interest capitalized     3,940     102     4,042     4,677     515     5,192  
   
 
 
 
 
 
 
      Total interest expense before minority interest     (95,239 )   (7,114 )   (102,353 )   (76,810 )   (11,495 )   (88,305 )
    Minority interest share of interest expense     8,494         8,494     10,932         10,932  
   
 
 
 
 
 
 
      Total interest expense after minority interest     (86,745 )   (7,114 )   (93,859 )   (65,878 )   (11,495 )   (77,373 )

Distributions on preferred OP Units

 

 

(29,032

)

 


 

 

(29,032

)

 

(24,805

)

 


 

 

(24,805

)

Capital Replacements/Enhancements

 

 

20,354

 

 

816

 

 

21,170

 

 

22,377

 

 

3,309

 

 

25,686

 
Amortization of intangibles     (1,276 )       (1,276 )   (1,154 )       (1,154 )
Gain (loss) on dispositions of real estate     1,462         1,462     (4,307 )       (4,307 )
Impairment loss on investment in unconsolidated real estate partnerships                 (3,564 )       (3,564 )
Income from discontinued operations     27,483         27,483     4,336         4,336  
Real estate depreciation, net of minority interest     (75,294 )   (6,289 )   (81,583 )   (59,519 )   (8,815 )   (68,334 )
Distributions to minority partners in excess of income     (11,861 )       (11,861 )   (4,302 )       (4,302 )
   
 
 
 
 
 
 
   
Net income (loss) attributable to common OP Unitholders

 

 

17,196

 

 

(1,767

)

 

15,429

 

 

28,905

 

 

(254

)

 

28,651

 

(Gain) loss on dispositions of real estate

 

 

(1,462

)

 


 

 

(1,462

)

 

4,307

 

 


 

 

4,307

 
Discontinued operations:                                      
  Loss (gain) on dispositions of real estate, net of minority interest     (22,908 )       (22,908 )   129         129  
  Real estate depreciation, net of minority interest     1,208         1,208     5,530         5,530  
  Distributions to minority partners in excess of income     (3,613 )       (3,613 )            
  Income tax arising from disposals     806         806     (127 )       (127 )
Real estate depreciation, net of minority interest     75,294     6,289     81,583     59,519     8,815     68,334  
Distributions to minority partners in excess of income     11,861         11,861     4,302         4,302  
Amortization of intangibles     1,276         1,276     1,154         1,154  
   
 
 
 
 
 
 
     
Funds From Operations (FFO) attributable to common OP Unitholders(3)

 

 

79,658

 

 

4,522

 

 

84,180

 

 

103,719

 

 

8,561

 

 

112,280

 

Capital Replacements(4)

 

 

(20,141

)

 

(816

)

 

(20,957

)

 

(21,204

)

 

(3,274

)

 

(24,478

)
Capital Enhancements(4)     (213 )       (213 )   (1,173 )   (35 )   (1,208 )
Impairment loss on investment in unconsolidated real estate partnerships                 3,564         3,564  
Impairment loss on real estate assets sold or held for sale, net of minority interest     619         619              
Redemption related preferred unit issuance costs     5,490         5,490              
   
 
 
 
 
 
 
     
Adjusted Funds From Operations (AFFO) attributable to common OP Unitholders(3)

 

$

65,413

 

$

3,706

 

$

69,119

 

$

84,906

 

$

5,252

 

$

90,158

 
   
 
 
 
 
 
 

 

 

Earnings


 

Units


 

Earnings
Per Unit


 

Earnings


 

Units


 

Earnings
Per Unit


 
Net Income                                      
  Basic     15,429     104,684   $ 0.15     28,651     104,589   $ 0.27  
  Diluted     15,429     104,894   $ 0.15     28,651     105,493   $ 0.27  
FFO                                      
  Basic     84,180     104,684           112,280     104,589        
  Diluted     86,524     107,889           119,802     112,613        
AFFO                                      
  Basic     69,119     104,684           90,158     104,589        
  Diluted     71,463     107,889           90,809     106,238        

20



FREE CASH FLOW FROM BUSINESS SEGMENTS

For the Nine Months Ended September 30, 2003 and 2002

(in thousands, except unit and monthly rents data)

 
  2003
  2002
 
 
  Consolidated
  Unconsolidated
  Total
  %
  Consolidated
  Unconsolidated
  Total
  %
 
Real Estate                                              
 
Conventional Apartments

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 
    Average monthly rent greater than $1,200 per unit (equivalent units of 10,169 and 9,229 for 2003 and 2002)   $ 74,187   $ 2,738   $ 76,925   14.0 % $ 61,444   $ 2,830   $ 64,274   11.1 %
    Average monthly rent $1,000 to $1,200 per unit (equivalent units of 9,421 and 6,644 for 2003 and 2002)     58,093     1,093     59,186   10.8 %   34,752     2,372     37,124   6.4 %
    Average monthly rent $900 to $1,000 per unit (equivalent units of 13,244 and 10,760 for 2003 and 2002)     69,705     1,481     71,186   13.0 %   60,625     2,694     63,319   11.0 %
    Average monthly rent $800 to $900 per unit (equivalent units of 8,767 and 13,517 for 2003 and 2002)     40,454     997     41,451   7.6 %   64,585     1,992     66,577   11.5 %
    Average monthly rent $700 to $800 per unit (equivalent units of 15,123 and 18,229 for 2003 and 2002)     56,062     2,074     58,136   10.6 %   69,658     5,681     75,339   13.0 %
    Average monthly rent $600 to $700 per unit (equivalent units of 32,872 and 32,896 for 2003 and 2002)     101,525     3,190     104,715   19.1 %   101,399     10,381     111,780   19.4 %
    Average monthly rent $500 to $600 per unit (equivalent units of 36,806 and 30,362 for 2003 and 2002)     84,115     3,262     87,377   16.0 %   71,428     8,687     80,115   13.9 %
    Average monthly rent less than $500 per unit (equivalent units of 17,197 and 13,499 for 2003 and 2002)     26,656     1,298     27,954   5.1 %   17,760     869     18,629   3.2 %
   
 
 
 
 
 
 
 
 
     
Subtotal conventional real estate contribution to Free Cash Flow (equivalent units of 143,599 and 135,136 for 2003 and 2002)

 

 

510,797

 

 

16,133

 

 

526,930

 

96.2

%

 

481,651

 

 

35,506

 

 

517,157

 

89.5

%
 
Affordable Apartments (equivalent units of 22,491 and 22,511 for 2003 and 2002)

 

 

40,503

 

 

13,999

 

 

54,502

 

9.9

%

 

32,180

 

 

17,448

 

 

49,628

 

8.6

%
  College housing (equivalent units of 2,455 and 2,510 for 2003 and 2002)     6,312     190     6,502   1.2 %   7,527     224     7,751   1.3 %
  Other real estate     2,303     (1 )   2,302   0.4 %   3,192     106     3,298   0.6 %
  Minority interest     (56,967 )       (56,967 ) (10.4 )%   (56,695 )       (56,695 ) (9.8 )%
   
 
 
 
 
 
 
 
 
   
Total real estate contribution to Free Cash Flow

 

 

502,948

(1)

 

30,321

 

 

533,269

 

97.3

%

 

467,855

(1)

 

53,284

 

 

521,139

 

90.2

%

Investment Management Business

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 
 
Management contracts (property, risk and asset management)

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 
    Controlled properties     10,518         10,518   1.9 %   17,862         17,862   3.1 %
    Third party with terms in excess of one year     844         844   0.2 %   1,636         1,636   0.3 %
    Third party cancelable in 30 days     475         475   0.1 %   799         799   0.1 %
  Insurance claim losses     (3,074 )       (3,074 ) (0.6 )%   (7,021 )       (7,021 ) (1.2 )%
   
 
 
 
 
 
 
 
 
       
Investment management business contribution to Free Cash Flow before activity based fees

 

 

8,763

 

 


 

 

8,763

 

1.6

%

 

13,276

 

 


 

 

13,276

 

2.3

%
 
Activity based fees

 

 

7,181

 

 


 

 

7,181

 

1.3

%

 

5,270

 

 


 

 

5,270

 

0.9

%
   
 
 
 
 
 
 
 
 
   
Total investment management business contribution to Free Cash Flow

 

 

15,944

(2)

 


 

 

15,944

 

2.9

%

 

18,546

(2)

 


 

 

18,546

 

3.2

%

Interest and other income

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 
  General partner loan interest     11,033         11,033   2.0 %   24,164         24,164   4.2 %
  Transactional income     2,585         2,585   0.5 %   27,071         27,071   4.7 %
  Money market and interest bearing accounts     4,786         4,786   0.9 %   4,799         4,799   0.8 %
  Interest from Aimco     1,219         1,219   0.2 %   4,025         4,025   0.7 %
   
 
 
 
 
 
 
 
 
    Total interest and other income contribution to Free Cash Flow     19,623         19,623   3.6 %   60,059         60,059   10.4 %

General and administrative expenses

 

 

(19,538

)

 


 

 

(19,538

)

(3.6

)%

 

(12,377

)

 


 

 

(12,377

)

(2.1

)%
Other expenses               (0.0 )%   (5,000 )       (5,000 ) (0.9 )%
Provision for losses on notes receivable     (1,488 )       (1,488 ) (0.2 )%   (4,838 )       (4,838 ) (0.8 )%
   
 
 
 
 
 
 
 
 

Free Cash Flow (FCF)(3)

 

$

517,489

 

$

30,321

 

$

547,810

 

100.0

%

$

524,245

 

$

53,284

 

$

577,529

 

100.0

%

21



FREE CASH FLOW FROM BUSINESS SEGMENTS

For the Nine Months Ended September 30, 2003 and 2002

(in thousands, except per unit data)

 
  2003
  2002
 
 
  Consolidated
  Unconsolidated
  Total
  Consolidated
  Unconsolidated
  Total
 
Free Cash Flow (FCF)(3)   $ 517,489   $ 30,321   $ 547,810   $ 524,245   $ 53,284   $ 577,529  

Cost of Senior Capital:

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 
  Interest expense:                                      
    Secured debt:                                      
      Long-term, fixed rate     (241,076 )   (22,127 )   (263,203 )   (205,576 )   (33,664 )   (239,240 )
      Long-term, floating rate     (17,896 )   (981 )   (18,877 )   (15,842 )   (1,870 )   (17,712 )
      Short-term     (17,456 )   (126 )   (17,582 )   (8,738 )       (8,738 )
    Lines of credit and other unsecured debt     (17,433 )       (17,433 )   (16,488 )       (16,488 )
    Interest expense on mandatorily redeemable preferred securities     (1,288 )       (1,288 )            
    Interest expense on mandatorily redeemable convertible preferred securities     (741 )       (741 )   (882 )       (882 )
    Interest capitalized     12,403     485     12,888     12,604     1,599     14,203  
   
 
 
 
 
 
 
      Total interest expense before minority interest     (283,487 )   (22,749 )   (306,236 )   (234,922 )   (33,935 )   (268,857 )
    Minority interest share of interest expense     28,318         28,318     28,141         28,141  
   
 
 
 
 
 
 
      Total interest expense after minority interest     (255,169 )   (22,749 )   (277,918 )   (206,781 )   (33,935 )   (240,716 )

Dividends on preferred securities owned by minority interest

 

 


 

 


 

 


 

 

(98

)

 


 

 

(98

)
Distributions on preferred OP Units     (82,108 )       (82,108 )   (82,602 )       (82,602 )
   
 
 
 
 
 
 
  Total distributions on preferred OP Units and securities     (82,108 )       (82,108 )   (82,700 )       (82,700 )

Capital Replacements/Enhancements

 

 

65,128

 

 

5,178

 

 

70,306

 

 

58,121

 

 

9,030

 

 

67,151

 
Amortization of intangibles     (4,716 )       (4,716 )   (3,194 )       (3,194 )
Gain on dispositions of real estate     2,738         2,738     4,467         4,467  
Impairment loss on investment in unconsolidated real estate partnerships                 (3,816 )       (3,816 )
Income from discontinued operations     62,674         62,674     11,156         11,156  
Real estate depreciation, net of minority interest     (223,733 )   (19,331 )   (243,064 )   (172,225 )   (26,022 )   (198,247 )
Distributions to minority partners in excess of income     (21,503 )       (21,503 )   (15,274 )       (15,274 )
   
 
 
 
 
 
 
   
Net income (loss) attributable to common OP Unitholders

 

 

60,800

 

 

(6,581

)

 

54,219

 

 

113,999

 

 

2,357

 

 

116,356

 

Gain on dispositions of real estate

 

 

(2,738

)

 


 

 

(2,738

)

 

(4,467

)

 


 

 

(4,467

)
Discontinued operations:                                      
  Loss (gain) on dispositions of real estate, net of minority interest     (66,930 )       (66,930 )   37         37  
  Real estate depreciation, net of minority interest     9,712         9,712     18,254         18,254  
  Distributions to minority partners in excess of income     (4,650 )       (4,650 )   1,401         1,401  
  Income tax arising from disposals     5,112         5,112     552         552  
Real estate depreciation, net of minority interest     223,733     19,331     243,064     172,225     26,022     198,247  
Distributions to minority partners in excess of income     21,503         21,503     15,274         15,274  
Amortization of intangibles     4,716         4,716     3,194         3,194  
   
 
 
 
 
 
 
   
Funds From Operations (FFO) attributable to common OP Unitholders(3)

 

 

251,258

 

 

12,750

 

 

264,008

 

 

320,469

 

 

28,379

 

 

348,848

 

Capital Replacements(4)

 

 

(62,788

)

 

(5,141

)

 

(67,929

)

 

(52,684

)

 

(8,317

)

 

(61,001

)
Capital Enhancements(4)     (2,340 )   (37 )   (2,377 )   (5,437 )   (713 )   (6,150 )
Impairment loss on investment in unconsolidated real estate partnerships                 3,816         3,816  
Impairment loss on real estate assets sold or held for sale, net of minority interest     8,560         8,560     210         210  
Redemption related preferred unit issuance costs     7,645         7,645              
   
 
 
 
 
 
 
   
Adjusted Funds From Operations (AFFO) attributable to common OP Unitholders(3)

 

$

202,335

 

$

7,572

 

$

209,907

 

$

266,374

 

$

19,349

 

$

285,723

 
   
 
 
 
 
 
 

 


 

Earnings


 

Units


 

Earnings
Per Unit


 

Earnings


 

Units


 

Earnings
Per Unit


 
Net Income                                      
  Basic     54,219     104,714   $ 0.52     116,356     95,906   $ 1.21  
  Diluted     54,219     104,844   $ 0.52     116,356     97,305   $ 1.20  
FFO                                      
  Basic     264,008     104,714           348,848     95,906        
  Diluted     273,501     108,941           386,706     109,221        
AFFO                                      
  Basic     209,907     104,714           285,723     95,906        
  Diluted     216,838     107,723           309,975     105,248        

22



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

 
  Three Months Ended
September 30,

  Nine Months Ended
September 30,

 
  2003
  2002
  2003
  2002
Consolidated real estate contribution to Free Cash Flow   $ 172,912   $ 154,859   $ 502,948   $ 467,855
Plus: Minority Interest     17,737     21,201     56,967     56,695
Plus: Capital Replacements     20,141     21,204     62,788     52,684
Plus: Capital Enhancements     213     1,173     2,340     5,437
Plus: Property operating expenses     166,400     137,292     485,993     378,327
   
 
 
 
  Rental and other property revenues   $ 377,403   $ 335,729   $ 1,111,036   $ 960,998
   
 
 
 
(2)
Reconciliation of total investment management business contribution to Free Cash Flow to consolidated management fees and other income primarily from affiliates (in thousands):

 
  Three Months Ended
September 30,

  Nine Months Ended
September 30,

 
  2003
  2002
  2003
  2002
Consolidated investment management business contribution to Free Cash Flow   $ 1,530   $ 3,493   $ 15,944   $ 18,546
Plus: Management and other expenses     13,400     18,642     31,633     48,304
   
 
 
 
  Management fees and other income primarily from affiliates   $ 14,930   $ 22,135   $ 47,577   $ 66,850
   
 
 
 
(3)
In addition to reviewing financial measures determined in accordance with generally accepted accounting principles ("GAAP"), the Company's chief operating decision makers assess the performance of the business by using several generally accepted industry financial measures—free cash flow, funds from operations and adjusted funds from operations—which measures are defined below. Although these measures provide useful information regarding the Company's financial condition and results of operations, such measures should not be considered alternatives to net income or net cash flow from operating activities, as determined in accordance with GAAP.

"Free Cash Flow" or "FCF" is defined by the Company as net operating income less the Capital Replacement spending required to maintain, and the Capital Enhancement spending made to improve, the related assets. It also includes cash flows generated from the Investment Management Business, interest and other income, general and administrative expenses, provision for losses on notes receivable and other expenses incurred by the Company. FCF measures profitability prior to the cost of capital. Because the Company has substantial unconsolidated real estate interests, FCF is useful for management and investors to understand, in addition to consolidated cash flows, cash flows from the Company's unconsolidated real estate holdings.

"Funds From Operations" or "FFO" is a commonly used measure of REIT performance and is defined by the Board of Governors of NAREIT as net income (loss), computed in accordance with GAAP, excluding gains and losses from extraordinary items, dispositions of depreciable real estate property, dispositions of real estate from discontinued operations, net of related income taxes, plus real estate related depreciation and amortization (excluding amortization of financing costs), including depreciation for unconsolidated real estate partnerships, joint ventures and discontinued operations.

23


(4)
Beginning in second quarter 2002, the Company began deducting Capital Enhancement spending in determining AFFO. Beginning in second quarter 2003, the Company began excluding Disposition Capital Expenditures (see (3) above for further information) from Capital Replacements. The deduction of Capital Enhancements and the exclusion of Disposition Capital Expenditures are reflected on a prospective basis.

24



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

 
  For the Three Months Ended
September 30, 2003

  For the Three Months Ended
September 30, 2002

 
 
  FCF
  FFO
  AFFO
  FCF
  FFO
  AFFO
 
Amount per Free Cash Flow schedule   $ 182,925   $ 84,180   $ 69,119   $ 182,468   $ 112,280   $ 90,158  
Total interest expense after minority interest     (93,859 )           (77,373 )        
Distributions on preferred OP Units         29,032     29,032         24,805     24,805  
Redemption related preferred unit issuance costs             (5,490 )            
Real estate depreciation, net of minority interest     (81,583 )   (81,583 )   (81,583 )   (68,334 )   (68,334 )   (68,334 )
Distributions to minority partners in excess of income     (11,861 )   (11,861 )   (11,861 )   (4,302 )   (4,302 )   (4,302 )
Discontinued operations:                                      
  Income from operations     27,483             4,336          
  Gain (loss) on dispositions of real estate, net of minority interest         22,908     22,908         (129 )   (129 )
  Impairment loss on real estate assets sold or held for sale, net of minority interest             (619 )            
  Real estate depreciation, net of minority interest         (1,208 )   (1,208 )       (5,530 )   (5,530 )
  Distributions to minority partners in excess of income         3,613     3,613              
  Income tax arising from disposals         (806 )   (806 )       127     127  
Capital Replacements     20,957         20,957     24,478         24,478  
Capital Enhancements     213         213     1,208         1,208  
Amortization of intangibles     (1,276 )   (1,276 )   (1,276 )   (1,154 )   (1,154 )   (1,154 )
Gain (loss) on dispositions of real estate     1,462     1,462     1,462     (4,307 )   (4,307 )   (4,307 )
Impairment loss on investment in unconsolidated real estate partnerships                 (3,564 )       (3,564 )
   
 
 
 
 
 
 
Net income   $ 44,461   $ 44,461   $ 44,461   $ 53,456   $ 53,456   $ 53,456  
   
 
 
 
 
 
 
 
  For the Nine Months Ended
September 30, 2003

  For the Nine Months Ended
September 30, 2002

 
 
  FCF
  FFO
  AFFO
  FCF
  FFO
  AFFO
 
Amount per Free Cash Flow schedule   $ 547,810   $ 264,008   $ 209,907   $ 577,529   $ 348,848   $ 285,723  
Total interest expense after minority interest     (277,918 )           (240,716 )        
Distributions on preferred securities owned by minority interest                 (98 )        
Distributions on preferred OP Units         82,108     82,108         82,602     82,602  
Redemption related preferred unit issuance costs             (7,645 )            
Real estate depreciation, net of minority interest     (243,064 )   (243,064 )   (243,064 )   (198,247 )   (198,247 )   (198,247 )
Distributions to minority partners in excess of income     (21,503 )   (21,503 )   (21,503 )   (15,274 )   (15,274 )   (15,274 )
Discontinued operations:                                      
  Income from operations     62,674             11,156          
  Gain (loss) on dispositions of real estate, net of minority interest         66,930     66,930         (37 )   (37 )
  Impairment loss on real estate assets sold or held for sale, net of minority interest             (8,560 )           (210 )
  Real estate depreciation, net of minority interest         (9,712 )   (9,712 )       (18,254 )   (18,254 )
  Distributions to minority partners in excess of income         4,650     4,650         (1,401 )   (1,401 )
  Income tax arising from disposals         (5,112 )   (5,112 )       (552 )   (552 )
Capital Replacements     67,929         67,929     61,001         61,001  
Capital Enhancements     2,377         2,377     6,150         6,150  
Amortization of intangibles     (4,716 )   (4,716 )   (4,716 )   (3,194 )   (3,194 )   (3,194 )
Impairment loss on investment in unconsolidated real estate partnerships                 (3,816 )       (3,816 )
Gain on dispositions of real estate     2,738     2,738     2,738     4,467     4,467     4,467  
   
 
 
 
 
 
 
Net income   $ 136,327   $ 136,327   $ 136,327   $ 198,958   $ 198,958   $ 198,958  
   
 
 
 
 
 
 

25


Assets (in thousands):

  September 30, 2003
  December 31, 2002
Total assets for reportable segments(1)   $ 9,819,520   $ 10,019,851
Corporate and other assets     374,506     335,478
   
 
  Total consolidated assets   $ 10,194,026   $ 10,355,329
   
 

(1)
Total assets for reportable segments include assets associated with both the real estate and investment management business segments.

NOTE 10—Dilutive Securities

        On April 25, 2003, Aimco shareholders approved the sale by the Partnership of up to 5,000 of its Class VI High Performance Partnership Units (the "Class VI Units") to a limited liability company owned by a limited number of employees for an aggregate offering price of up to $985,000. The sale of all 5,000 Class VI Units for the aggregate offering price of $985,000 took place on May 9, 2003. The Class VI Units have identical characteristics to the Class V High Performance Partnership Units (the "Class V Units") sold in 2002, except for a different three-year measurement period. The valuation period of the Class VI Units began on January 1, 2003 and will end on December 31, 2005.

        Additionally, there are 5,000 Class IV High Performance Partnership Units (the "Class IV Units") and 4,398 Class V Units outstanding. The valuation period for the Class IV Units began on January 1, 2001 and will end on December 31, 2003. The valuation period of the Class V Units began on January 1, 2002 and will end on December 31, 2004.

        At September 30, 2003, Aimco did not meet the required measurement benchmarks for the Class IV Units, Class V Units or Class VI Units. Therefore, the Partnership has not recorded any value to the Class IV Units, Class V Units or Class VI Units in the consolidated financial statements as of September 30, 2003, and such High Performance Units have had no dilutive effect.

        The Partnership has additional dilutive securities, which include options, warrants, convertible preferred securities and convertible debt securities. The following table represents the total number of common 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 September 30, 2003:

Type of Security

  As of September 30, 2003
Common OP Units   103,509,952
High Performance Units   2,379,084
Vested options and warrants   5,893,088
Convertible preferred OP Units   8,053,000
Convertible debt securities (TOPRS)   305,782
   
  Total   120,140,906
   

NOTE 11—Discontinued Operations and Assets Held for Sale

        In October 2001, the Financial Accounting Standards Board ("FASB") issued SFAS 144. SFAS 144 establishes criteria beyond those 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 

26


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 2002 financial statement amounts.

        At September 30, 2003, the Company had nine properties with an aggregate of 1,974 units classified as held for sale. The results of operations of these properties were included within discontinued operations for the three and nine months ended September 30, 2003 and 2002. During the nine months ended September 30, 2003, the Company sold 51 properties with an aggregate of 12,929 units. The results of operations of these 51 properties before the sale and the related gain/loss on sale were also included in discontinued operations for the three and nine months ended September 30, 2003 and 2002. During 2002, the Company sold 37 properties with an aggregate of 7,432 units. The results of operations of these 37 properties before the sale and the related gain/loss on sale were included in discontinued operations for the three and nine months ended September 30, 2002.

        The following is a summary of the components of income from discontinued operations for the three and nine months ended September 30, 2003 and 2002 (dollars in thousands):

 
  Three Months Ended
September 30,

  Nine Months Ended
September 30,

 
 
  2003
  2002
  2003
  2002
 
RENTAL PROPERTY OPERATIONS:                          
Rental and other property revenues   $ 10,421   $ 33,242   $ 51,167   $ 102,941  
Property operating expense     (5,848 )   (15,234 )   (25,210 )   (45,203 )
   
 
 
 
 
Income from property operations     4,573     18,008     25,957     57,738  
   
 
 
 
 

Depreciation of rental property

 

 

(1,309

)

 

(6,227

)

 

(10,606

)

 

(20,320

)
Interest expense     (628 )   (7,767 )   (10,696 )   (24,257 )
Interest and other income         135         506  
Minority interest in consolidated real estate partnerships     (249 )   189     111     (311 )
   
 
 
 
 
Income from operations     2,387     4,338     4,766     13,356  

Gain (loss) on dispositions of real estate, net of minority interest

 

 

22,908

 

 

(129

)

 

66,930

 

 

(37

)
Impairment losses on real estate assets sold or held for sale     (619 )       (8,560 )   (210 )
Distributions to minority partners in excess of income     3,613         4,650     (1,401 )
Income tax arising from disposals     (806 )   127     (5,112 )   (552 )
   
 
 
 
 
Income from discontinued operations   $ 27,483   $ 4,336   $ 62,674   $ 11,156  
   
 
 
 
 

        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. Assets classified as held for sale of $70.6 million at September 30, 2003 include real estate net book value of $61.1 million, cash and cash equivalents of $3.4 million and restricted cash of $2.9 million. The estimated proceeds, less anticipated costs to sell some of these assets, were less than the net book value, and therefore impairments of $0.6 million and $8.6 million were recorded for the three and nine months ended September 30, 2003, respectively. Liabilities related to assets classified as held for sale of $53.9 million at September 30, 2003 include mortgage debt of $49.6 million. The $220.1 million of assets held for sale at December 31, 2002, represented 31 properties with 7,312 units that were classified as assets held for sale during 2002 and 2003. Properties other than the above, 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.

27


NOTE 12—Acquisitions and Mergers

        During 2001, the Company acquired an approximate 50% interest in the partnership that owns Lincoln Place, a 795-unit apartment community in Venice, California. This acquisition was funded through the payment of cash and the issuance of Class Nine Preferred Units. In July 2003, the Company acquired the remaining 50% interest in Lincoln Place for a purchase price of approximately $63 million in cash and assumed non-recourse mortgage debt. In connection with this transaction, the Company repurchased for approximately $33 million all 1,077,485 outstanding Class Nine Preferred Units that were issued in connection with the 2001 purchase and approximately 147,000 common OP Units that had been issued upon conversion of Class Nine Preferred Units issued in the 2001 purchase.

        On August 25, 2003, the Company completed the acquisition of a certain New York City area property (the "New York Property Acquisition"). In this property acquisition, the Company acquired a property with five contiguous conventional mid-rise apartment buildings located in mid-Manhattan. These buildings include 58 residential units and 12 commercial spaces. The total cost of the acquisition included a purchase price of $37.6 million for the property and $0.5 million in transaction costs. The acquisition was funded through a combination of non-recourse property debt of $20 million of a long-term, fixed rate, non-fully amortizing note bearing interest at a rate of 5.25% per annum; 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.

        On March 11, 2002, Aimco completed the Casden Merger and 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. Aimco contributed substantially all of the assets and liabilities acquired in the Casden Merger to the Partnership. The allocation of the aggregate $1.1 billion purchase price of Casden was finalized in first quarter 2003 (including the Aimco's transaction costs of $15.0 million) and was recorded as follows (in thousands):

Real estate   $ 1,175,941
Cash and cash equivalents     7,354
Restricted cash     52,727
Investment in unconsolidated real estate partnerships     40,546
Accounts receivable     6,732
Other assets     13,755
Secured tax-exempt bond financing     219,102
Secured notes payable     465,306
Short-term debt     243,242
Accounts payable and accrued liabilities     158,704
Security deposits and deferred income     4,328
Partners' capital     206,373

        Adjustments were made to the preliminary allocation of the purchase price related to certain contingent liabilities and final evaluations of fair value.

        On August 29, 2002, the Company completed the acquisition of certain New England area properties (the "New England Properties Acquisition"). The allocation of the aggregate $539.4 million purchase price of the New England Acquisition was finalized in third quarter 2003 (including the Company's transaction costs of $2.5 million and $34.2 million of initial capital expenditures). Adjustments were made to the preliminary allocation of the purchase price related to certain contingent liabilities and final evaluations of fair value.

28


NOTE 13—Income Taxes

        In an effort to streamline business processes and operational efficiencies of its property management and services businesses, the Company contributed all of the capital stock of NHP Management Company to AIMCO/Bethesda Holdings, Inc. (both of which are wholly-owned taxable REIT subsidiaries of the Partnership). In connection with this transaction, the Partnership reversed a valuation reserve related to future deductions and tax loss carryforwards of NHP Management Company and thereby recognized approximately $8.0 million of deferred tax benefits in first quarter 2003, reducing management and other expenses. This deferred tax benefit increased net income by approximately $8.0 million for the nine months ended September 30, 2003 and resulted in an increase in basic and diluted earnings per unit of $0.08 for the nine months ended September 30, 2003.

NOTE 14—Revolving Secured Notes Payable

        The Company has a revolving credit facility (the "Secured Facility") of up to $250 million primarily to be used for financing properties that the Company intends to sell, as well as properties that are under redevelopment. At September 30, 2003, the total amount of secured notes payable of $4,506 million included approximately $241 million of notes that are provided through the Secured Facility. The interest rate on the notes under the Secured Facility is the Fannie Mae Discounted Mortgage-Backed Security index plus 0.85%, which interest rate resets monthly. At September 30, 2003, the weighted average interest rate was 1.94%. Principal payments are required based on a 30-year amortization schedule, using the interest rate in effect during the first month that any property is on the Secured Facility. The Company selects properties to be financed pursuant to the Secured Facility, typically where such properties secure debt that has an upcoming maturity or is prepayable at par. Each such loan under the Secured Facility is treated as a separate borrowing and is collateralized by a specific property, and none of the loans is cross-collateralized or cross-defaulted. The Secured Facility matures in September 2007, but can be terminated and completely repaid without penalty after September 2005.

NOTE 15—Term Loans and Revolving Credit Facility Modification

        The Company has an outstanding revolving credit facility (the "Revolver") with a syndicate of financial institutions having aggregate lending commitments of $500 million (however, the commitments in excess of $445 million are not available until syndicated). At September 30, 2003, the Revolver had a weighted average interest rate of 3.77% and an outstanding principal balance of $160.0 million.

        In addition to the Revolver, the Company has two syndicated term loans. The Company entered into a term loan with a syndicate of financial institutions in connection with the Casden Merger in March 2002 (the "Casden Loan"). At September 30, 2003, the Casden Loan had a weighted average interest rate of 3.77% and an outstanding principal balance of $104.4 million. The Company entered into another term loan on May 30, 2003 whereby the Company borrowed $250 million from a syndicate of financial institutions (the "Term Loan"). Proceeds from the Term Loan were applied to reduce the outstanding amount of the Revolver. The Term Loan matures in five years and is repayable at the option of the Company at any time without penalty. At September 30, 2003, the Term Loan had a weighted average interest rate of 3.89% and an outstanding principal balance of $250 million.

        The borrowers under the Revolver and the Term Loan are Aimco, the Partnership, AIMCO/Bethesda Holdings, Inc. and NHP Management Company. The borrowers under the Casden Loan are Aimco, the Partnership and NHP Management Company. Each of the Revolver, the Casden Loan and the Term Loan are guaranteed by certain subsidiaries of Aimco. The obligations under each of the Revolver, the Casden Loan and the Term Loan are secured by certain subsidiaries and non-real estate assets of the Company.

29


        As of May 9, 2003, the Revolver and the Casden Loan were amended to permit Aimco to redeem outstanding preferred securities with new issuances of common or preferred equity or up to 75% of proceeds from property sales.

        On October 30, 2003, the Company further modified the Revolver, the Casden Loan and the Term Loan. Modified terms are effective as of September 30, 2003. The modification included an increase in the percentage of Funds From Operations (as adjusted for (i) the add back of redemption related preferred unit issuance costs under Topic D-42 (see Note 16), (ii) interest expense charges (or benefits) for minority interest marked-to-market adjustments if required under GAAP and (iii) non-cash loan amortization costs) permitted to be distributed from 88% to 90% for all quarters until the maturity of the loan agreement. This quarterly covenant is calculated based on trailing four quarters consistent with all other covenant calculations. Upon the effective date of the amendment, the margin on the Revolver LIBOR-based loans was amended to a range between 2.15% to 2.85%, the margin on the Casden Loan LIBOR-based loans was amended to 2.85% and the margin on the Term Loan LIBOR-based loans was amended to 2.85%. Also, the Revolver base rate loans were amended to a range between 0.65% to 1.35% based on the fixed charge coverage ratio, and the margin on the Casden Loan base rate loan was amended to 1.85% and the margin on the Term Loan base rate loan was amended to 1.15%. The amended financial covenants contained in the Revolver, the Casden Loan, and the Term Loan require the Company to maintain a ratio of debt to gross asset value of no more than 0.575:1.0 (which was increased from 0.55:1.0), a minimum interest coverage ratio of 2.0:1.0 (which was reduced from 2.25:1.0), a maximum total obligations to gross asset value ratio of 0.675:1.0 (which was increased from 0.65:1.0) and a minimum fixed charge coverage ratio of 1.40:1 (which was reduced from 1.50:1). With regard to these amended financial covenants, if the ratio of debt to gross asset value exceeds 0.55:1.0 for more than two consecutive fiscal quarters or if the ratio of total obligations to gross asset value exceeds 0.65:1.0 for more than two consecutive fiscal quarters, the applicable margin shall increase by 0.25%. Additionally, the modification allows (i) the add back of redemption related preferred unit issuance costs under Topic D-42 and (ii) interest expense charges (or benefits) from minority interest marked-to-market adjustments if required under GAAP to be excluded from interest expense and distributions when calculating coverage ratios. As of September 30, 2003, the Company was in compliance with all financial covenant requirements.

        The affirmative and negative covenants, including financial covenants, contained in the Revolver, the Casden Loan and the Term Loan are substantially identical.

NOTE 16—Recent Accounting Developments

        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 an entity in its consolidated financial statements only if it controlled the entity through voting interests. FIN 46 changes the previous consolidation standards 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, 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 Company elected to defer implementation of FIN 46 until fourth quarter 2003 for entities in existence on January 31, 2003. The Company adopted FIN 46 for entities created or acquired after January 31, 2003. On October 8, 2003, the FASB granted a deferral of FIN 46 until the end of the period ending after December 15, 2003 (for the Company December 31, 2003) for any entities in existence at January 31, 2003. The FASB has issued a number of FASB Staff Positions ("FSP") that address certain implementation issues that have arisen since the FASB issued FIN 46. Based on its understanding of FIN 46 and the related FSP issued as of September 30, 2003, the

30


Company currently believes that it will consolidate approximately 400 additional real estate partnerships that are currently unconsolidated. The Company does not anticipate that FIN 46 will result in de-consolidation of any partnerships that are currently consolidated. The Company believes that implementation of FIN 46 will result in consolidation of approximately $2.7 billion in real estate and other assets and $2.1 billion in liabilities. The Company will consolidate entities in which the Company owns as little as 0.1% because the Company receives a majority of "expected residual returns," as defined in FIN 46. In addition to real estate partnerships that the Company will consolidate as a result of FIN 46, the Company currently consolidates a number of variable interest entities. The Company's investment in, and advances to (in the form of notes receivable), real estate partnerships that are considered variable interest entities that are to be consolidated is approximately $165 million and currently consolidated is approximately $98 million, which amounts together approximate the Company's maximum exposure to loss associated with these entities. On October 31, 2003, the FASB issued an Exposure Draft proposing modifications to FIN 46 related to certain implementation issues. The Company is in the process of quantifying the full impact of FIN 46 on its financial statements, however, the Company does not believe that the adoption of FIN 46 will have a material impact on the consolidated financial condition or results of operations taken as a whole.

        In April 2003, the FASB issued Statement of Financial Accounting Standard No. 149, Amendment of Statement 133 on Derivative Instruments and Hedging Activities ("SFAS 149"). SFAS 149 amends and clarifies financial accounting and reporting for derivative instruments, including certain derivative instruments embedded in other contracts and for hedging activities under Statement of Financial Accounting Standard No. 133, Accounting for Derivative Instruments and Hedging Activities ("SFAS 133"). SFAS 149 clarifies the definition of a derivative and when special reporting is warranted, in addition to amending certain other existing pronouncements. SFAS 149 will result in more consistent reporting of contracts that are derivatives in their entirety or that contain embedded derivatives that warrant separate accounting. SFAS 149 is effective for contracts entered into or modified after June 30, 2003, except for provisions that relate to SFAS 133 Implementation Issues, which should continue to be applied in accordance with their respective effective dates, and for hedging relationships designated after June 30, 2003. In addition, certain provisions relating to forward purchases or sales of when-issued securities or other securities that do not yet exist, should be applied to existing contracts as well as new contracts entered into after June 30, 2003. The adoption of SFAS 149 did not have a material impact on the Company's consolidated financial condition or results of operations taken as a whole.

        In May 2003, the FASB issued SFAS 150, which establishes standards for how an issuer classifies and measures certain financial instruments with characteristics of both liabilities and equity. The requirements of SFAS 150 apply to the classification and measurement of freestanding financial instruments, including those that comprise more than one option or forward contract. SFAS 150 requires that certain financial instruments, such as mandatorily redeemable securities, put options, forward purchase contracts, and obligations that can be settled with units, be classified as liabilities, where in some cases these have previously been classified as partners' capital or between the liabilities and partners' capital section of the consolidated balance sheet. SFAS 150 is effective for financial instruments entered into or modified after May 31, 2003, and otherwise is effective at the beginning of the first interim period beginning after June 15, 2003. The Company adopted SFAS 150 as of July 1, 2003 (see Note 5). In September 2003, financial statement issuers first became aware that the FASB intended for SFAS 150 to also apply to the non-controlling interests in consolidated finite life partnerships. However, on October 29, 2003, the FASB indefinitely deferred the provisions of SFAS 150 that were intended to apply to non-controlling interests in consolidated finite life partnerships. Because during the deferral period the FASB plans to reconsider implementation issues and, perhaps, classification or measurement guidance for non-controlling interests in consolidated finite life partnerships, the Company is not able to quantify the full impact to its financial statements of consolidating non-controlling interests in finite life partnerships. The adoption of SFAS 150 for portions that have not been deferred did not have a material impact on the Company's consolidated financial position or results of operations taken as a whole.

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        On July 31, 2003, the SEC clarified Topic D-42, which provides that any excess of (1) the fair value of the consideration transferred to the holders of preferred securities redeemed over (2) the carrying amount of the preferred securities should be subtracted from net earnings to determine net earnings available to common unitholders in the calculation of earnings per unit. The SEC interpreted Topic D-42 to require that the issuance costs of the preferred securities reduce the carrying amount of the preferred securities, regardless of where in the partners' capital those costs were initially classified on issuance. The Company recorded issuance costs as a reduction to partners' capital on the Consolidated Balance Sheet at the time the related securities were issued and did not consider them as a reduction to the carrying value of the preferred units at the time of redemption. Under the clarification, these issuance costs must be treated like a preferred distribution and deducted from net income to arrive at net income attributable to common unitholders. The July 2003 clarification of Topic D-42 is effective for the Company for the quarter ending September 30, 2003 and prior periods are required to be restated as they are presented in future filings. In the second and third quarters of 2003, the Company redeemed various classes of preferred units, which redemption related preferred unit issuance costs were deducted in accordance with Topic D-42 (see Note 6 for impact on earnings per basic and diluted common unit).

NOTE 17—Related Party Notes Receivable

        In exchange for the sale of certain real estate assets to Aimco in December 2000, the Partnership received notes receivable (the "Notes") 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 additional consideration with respect to the Villas of Park La Brea acquisition on November 27, 2002, the Partnership loaned $28.1 million to Aimco in exchange for a note receivable (the "Villas of Park La Brea Note"). The Villas of Park La Brea Note had an interest rate of 8.0% per annum, with interest payments due on December 31 of each year (beginning in 2002) with all unpaid principal and interest due on December 31, 2012. Aimco repaid the Villas of Park La Brea Note with the proceeds from the issuance of Class S Preferred Stock (see Note 5).

NOTE 18—Subsequent Events

Distribution Declared

        On November 6, 2003, the General Partner declared a quarterly distribution of $0.60 per unit for payment on November 28, 2003 to unitholders of record on November 20, 2003. The General Partner reduced the quarterly distribution from $0.82 to $0.60 per unit to align the amount with the Company's current level of profitability.

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ITEM 2. Management's Discussion and Analysis of Financial Condition and Results of Operations

Overview

        The Private Securities Litigation Reform Act of 1995 provides a "safe harbor" for forward-looking statements in certain circumstances. Certain information included in this Report contains or may contain information that is forward-looking, including, without limitation, statements regarding the effect of acquisitions, our future financial performance and the effect of government regulations. Actual results may differ materially from those described in the forward-looking statements and will be affected by a variety of risks and factors including, without limitation: national and local economic conditions; the general level of interest rates; the terms of governmental regulations that affect us and interpretations of those regulations; 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 and 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 costs associated with prosecuting or defending claims and any adverse outcomes; and possible environmental liabilities, including costs that may be incurred due to necessary remediation of contamination of properties presently owned or previously owned by us. In addition, Aimco's 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 its 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 risk factors described in our Annual Report on Form 10-K for the year ended December 31, 2002 and the other documents we file from time to time with the Securities and Exchange Commission. As used herein and 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.

        We are the operating partnership of Aimco, which is a real estate investment trust with headquarters in Denver, Colorado and 19 regional operating centers around the United States, holding a geographically diversified portfolio of apartment properties. Our properties are located in 47 states, the District of Columbia and Puerto Rico.

        As of September 30, 2003, we:

        In the nine months ended September 30, 2003, we:

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        See further discussion on certain of the items above under the headings "Results of Operations" and "Liquidity and Capital Resources."

Critical Accounting Policies and Estimates

        Our consolidated financial statements are prepared in accordance with generally accepted accounting principles, or GAAP, which requires 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:

34


        Any adverse changes in these factors could cause an impairment in our assets, including real estate, goodwill 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, refinancings, 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.

Allowance for Losses on Notes Receivable

        Management estimates the collectibility of notes receivable, by assessing the likelihood of 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 three and nine months ended September 30, 2003, we identified and recorded no losses and $1.5 million in losses on notes receivable, respectively, and during the three and nine months ended September 30, 2002, we identified and recorded $1.7 million and $4.8 million in 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, disposition 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 volume, timing and costs of such activities may have a significant effect on our financial results if the costs being capitalized are not proportionately increased or reduced, as the case may be. Based on the level of capital spending during the nine months ended September 30, 2003, if capital activities had decreased during the period by 10%, we could have had additional operating expenses of between $1.6 million and $4.8 million. Additionally, if capital activities had increased during the period by 10%, we could have had lower operating expenses of between $1.6 million and $4.8 million. See further discussion under the heading "Capital Expenditures."

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Results of Operations

Net Income

        We recognized net income of $44.5 million and net income attributable to common unitholders of $15.4 million for the three months ended September 30, 2003, compared with net income of $53.5 million and net income attributable to common unitholders of $28.7 million for the three months ended September 30, 2002. The following paragraphs discuss our results of operations in detail.

Consolidated Rental Property Operations

        Our net income is primarily generated from the operations of our consolidated properties. The components within our total consolidated property operations are as follows:

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        Consolidated rental and other property revenues from our consolidated properties totaled $377.4 million for the three months ended September 30, 2003, compared with $335.7 million for the three months ended September 30, 2002, an increase of $41.7 million, or 12.4%. The following table shows the components of consolidated rental and other property revenues for the three months ended September 30, 2003 and 2002 (in millions):

 
  Three Months Ended
September 30, 2003

  Three Months Ended
September 30, 2002

  Change
2003 vs 2002

 
Consolidated same store properties   $ 286.4   $ 291.2   $ (4.8 )
Acquisition properties     16.7     4.9     11.8  
Newly consolidated properties     30.5         30.5  
Affordable properties     27.3     27.9     (0.6 )
Redevelopment properties     11.7     8.1     3.6  
Other properties     4.8     3.6     1.2  
   
 
 
 
  Total   $ 377.4   $ 335.7   $ 41.7  
   
 
 
 

        As illustrated in the above table, the increase in consolidated rental and other property revenues was principally a result of the following:

        Consolidated property operating expenses for our consolidated properties, consisting of on-site payroll costs, utilities, contract services, property management fees, turnover costs, repairs and maintenance, advertising and marketing, property taxes and insurance, totaled $166.4 million for the three months ended September 30, 2003, compared with $137.3 million for the three months ended September 30, 2002, an increase of $29.1 million or 21.2%. The following table shows the components of consolidated property operating expenses for the three months ended September 30, 2003 and 2002 (in millions):

 
  Three Months Ended
September 30, 2003

  Three Months Ended
September 30, 2002

  Change
2003 vs 2002

 
Consolidated same store properties   $ 119.3   $ 110.0   $ 9.3  
Acquisition properties     5.2     1.5     3.7  
Newly consolidated properties     14.3         14.3  
Affordable properties     13.6     12.1     1.5  
Redevelopment properties     5.7     3.8     1.9  
Other properties     3.4     2.5     0.9  
Partnership expenses     0.8     3.2     (2.4 )
Property management expenses     4.1     4.2     (0.1 )
   
 
 
 
  Total   $ 166.4   $ 137.3   $ 29.1  
   
 
 
 

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        As seen from the above table, the 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 of which we are the general partner, was $0.3 million for the three months ended September 30, 2003, compared to $2.3 million for the three months ended September 30, 2002, a decrease of $2.0 million or 87.0%. This decrease in income from the consolidated investment management business was principally a result of the following:


Consolidated General and Administrative Expenses

        Consolidated general and administrative expenses of $7.6 million for the three months ended September 30, 2003 increased $3.2 million, or 72.7%, compared to the $4.4 million of such expenses for the three months ended September 30, 2002. This increase was principally a result of the following:

Consolidated Provision for Losses on Notes Receivable

        Consolidated provision for losses on notes receivable was $1.7 million for the three months ended September 30, 2002 compared to no such losses for the three months ended September 30, 2003, a decrease of $1.7 million, or 100%. We continue to monitor loans made to affiliated partnerships, of which we are typically the general partner, and assess the collectibility of each note on a periodic basis.

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Consolidated Depreciation of Rental Property

Consolidated Interest Expense

        Consolidated interest expense, which includes the amortization of deferred financing costs, totaled $95.2 million for the three months ended September 30, 2003, compared with $76.8 million for the three months ended September 30, 2002, an increase of $18.4 million, or 24.0%. The increase was principally a result of the following:

Consolidated Interest and Other Income

        Consolidated interest and other income decreased $8.1 million, or 60.4%, to $5.3 million for the three months ended September 30, 2003, compared with $13.4 million for the three months ended September 30, 2002. This decrease was principally a result of the following:

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Equity in Losses of Unconsolidated Real Estate Partnerships

        Equity in losses of unconsolidated real estate partnerships totaled $1.8 million for the three months ended September 30, 2003, compared to $0.3 million for the three months ended September 30, 2002, an increase of $1.5 million. This increase in loss was principally the result of decreased earnings driven by lower property operating results than in the prior year, as well as the result of the purchase of equity interests in unconsolidated real estate partnerships owning better performing properties that resulted in these properties becoming consolidated and contributing to consolidated rental property revenues and expenses.

Minority Interest in Consolidated Real Estate Partnerships

        Minority interest in consolidated real estate partnerships totaled $1.7 million for the three months ended September 30, 2003, compared to $2.1 million for the three months ended September 30, 2002, a decrease of $0.4 million. This decrease was principally a result of decreased earnings driven by lower property operating results than in the prior year, thereby reducing the minority interest allocation, as well as a $1.2 million decrease related to minority partners' operating losses that we recognized (see Note 2 in the consolidated financial statements for further discussion).

Gain (loss) on Dispositions of Real Estate

        Gain on dispositions of real estate, primarily related to unconsolidated real estate partnerships, totaled $1.5 million for the three months ended September 30, 2003, compared to a loss of $4.3 million for the three months ended September 30, 2002, an increase of $5.8 million. Gains (losses) on properties sold are determined on a property by property basis and are not comparable year over year due to individual property differences. The sales in both periods are of properties that we consider to be inconsistent with our long-term investment strategy.

Impairment Loss on Investment in Unconsolidated Real Estate Partnerships

        Impairment loss on investment in unconsolidated real estate partnerships totaled $3.6 million for the three months ended September 30, 2002, compared to no such losses for the three months ended September 30, 2003, a decrease of $3.6 million. Impairment losses on properties held for sale or sold are determined on a property by property basis and are not comparable year over year due to individual property differences.

Distributions to Minority Partners in Excess of Income

        Distributions to minority partners in excess of income was $11.9 million for the three months ended September 30, 2003, compared to $4.3 million for the three months ended September 30, 2002, an increase of $7.6 million. When real estate partnerships consolidated in our financial statements make cash distributions in excess of net income, GAAP requires 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. This increase was principally a result of a higher level of distributions being made by the consolidated real estate partnerships as a result of increased refinancing activity, as well as the timing of operating distributions.

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Discontinued Operations

        Income from discontinued operations was $27.5 million for the three months ended September 30, 2003, compared to $4.3 million for the three months ended September 30, 2002, a change of $23.2 million. The change in discontinued operations was primarily related to a net gain on disposals of $22.9 million for the three months ended September 30, 2003 compared to a net loss on disposals of $0.1 million for the three months ended September 30, 2002, a change of $23.0 million. Gains (losses) on properties sold are determined on a property by property basis and are not comparable year over year due to individual property differences. The properties sold, as well as the properties classified as held for sale, were considered by us to be inconsistent with our long-term investment strategy. See Note 11 in the consolidated financial statements for more details on discontinued operations.

Net Income

        We recognized net income of $136.3 million and net income attributable to common unitholders of $54.2 million for the nine months ended September 30, 2003, compared with net income of $199.0 million and net income attributable to common unitholders of $116.4 million for the nine months ended September 30, 2002. The following paragraphs discuss our results of operations in detail.

Consolidated Rental Property Operations

        Our net income is primarily generated from the operations of our consolidated properties. The components within our total consolidated property operations are defined above. For purposes of this discussion:

        Consolidated rental and other property revenues from our consolidated properties totaled $1,111.0 million for the nine months ended September 30, 2003, compared with $961.0 million for the nine months ended September 30, 2002, an increase of $150.0 million, or 15.6%. The following table shows the components of consolidated rental and other property revenues for the nine months ended September 30, 2003 and 2002 (in millions):

 
  Nine Months Ended
September 30, 2003

  Nine Months Ended
September 30, 2002

  Change
2003 vs 2002

 
Consolidated same store properties   $ 778.9   $ 816.0   $ (37.1 )
Acquisition properties     165.9     91.2     74.7  
Newly consolidated properties     112.0     9.9     102.1  
Affordable properties     13.1     13.0     0.1  
Redevelopment properties     28.5     20.1     8.4  
Other properties     12.6     10.8     1.8  
   
 
 
 
  Total   $ 1, 111.0   $ 961.0   $ 150.0  
   
 
 
 

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        As illustrated in the above table, the increase in consolidated rental and other property revenues was principally a result of the following:

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        Consolidated property operating expenses for our consolidated properties, consisting of on-site payroll costs, utilities, contract services, property management fees, turnover costs, repairs and maintenance, advertising and marketing, property taxes and insurance, totaled $486.0 million for the nine months ended September 30, 2003, compared with $378.3 million for the nine months ended September 30, 2002, an increase of $107.7 million or 28.5%. The following table shows the components of consolidated property operating expenses for the nine months ended September 30, 2003 and 2002 (in millions):

 
  Nine Months Ended
September 30, 2003

  Nine Months Ended
September 30, 2002

  Change
2003 vs 2002

 
Consolidated same store properties   $ 320.9   $ 295.7   $ 25.2  
Acquisition properties     61.8     34.2     27.6  
Newly consolidated properties     54.4     4.9     49.5  
Affordable properties     6.5     6.8     (0.3 )
Redevelopment properties     13.4     9.5     3.9  
Other properties     9.7     7.0     2.7  
Partnership expenses     6.0     8.7     (2.7 )
Property management expenses     13.3     11.5     1.8  
   
 
 
 
  Total   $ 486.0   $ 378.3   $ 107.7  
   
 
 
 

        As seen from the above table, the 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 of which we are the general partner, was $11.2 million for the nine months ended September 30, 2003, compared to $15.4 million for the nine months ended September 30, 2002, a decrease of $4.2 million or 27.3%. This decrease in income from the consolidated investment management business was principally a result of the following:

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Consolidated General and Administrative Expenses

        Consolidated general and administrative expenses of $19.5 million for the nine months ended September 30, 2003 increased $7.1 million, or 57.3%, compared to the $12.4 million of such expenses for the nine months ended September 30, 2002. This increase was principally a result of the following:

Consolidated Other Expenses

        Consolidated other expenses were $5.0 million for the nine months ended September 30, 2002 compared to no such expenses for the nine months ended September 30, 2003. For 2002, these expenses included the following:

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Consolidated Provision for Losses on Notes Receivable

        Consolidated provision for losses on notes receivable was $1.5 million for the nine months ended September 30, 2003, compared to $4.8 million of such provision for losses for the nine months ended September 30, 2002, a decrease of $3.3 million, or 68.8%. We continue to monitor loans made to affiliated partnerships, of which we are typically the general partner, and assess the collectibility of each note on a periodic basis.

Consolidated Depreciation of Rental Property

        Consolidated depreciation of rental property increased $52.6 million, or 27.0%, to $247.7 million for the nine months ended September 30, 2003, compared to $195.1 million for the nine months ended September 30, 2002. This increase was principally a result of the following:

Consolidated Interest Expense

        Consolidated interest expense, which includes the amortization of deferred financing costs, totaled $283.5 million for the nine months ended September 30, 2003, compared with $234.9 million for the nine months ended September 30, 2002, an increase of $48.6 million, or 20.7%. The increase was principally a result of the following:

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Consolidated Interest and Other Income

        Consolidated interest and other income decreased $40.5 million, or 67.4%, to $19.6 million for the nine months ended September 30, 2003, compared with $60.1 million for the nine months ended September 30, 2002. This decrease was a result of the following:

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Equity in Earnings (Losses) of Unconsolidated Real Estate Partnerships

        Equity in losses of unconsolidated real estate partnerships totaled $6.6 million for the nine months ended September 30, 2003, compared to earnings of $2.4 million for the nine months ended September 30, 2002, a decrease of $9.0 million. This decrease was principally the result of the purchase of equity interests in unconsolidated real estate partnerships owning better performing properties that resulted in these properties becoming consolidated and contributing to consolidated rental revenues and expenses, as well as decreased earnings driven by lower property operating results than in the prior year.

Minority Interest in Consolidated Real Estate Partnerships

        Minority interest in consolidated real estate partnerships totaled $4.7 million for the nine months ended September 30, 2003, compared to $5.8 million for the nine months ended September 30, 2002, a decrease of $1.1 million. This decrease was principally a result of decreased earnings driven by lower property operating results than in the prior year, thereby reducing the minority interest allocation.

Gain on Dispositions of Real Estate

        Gain on dispositions of real estate, primarily related to unconsolidated real estate partnerships, totaled $2.7 million for the nine months ended September 30, 2003, compared to $4.5 million for the nine months ended September 30, 2002, a decrease of $1.8 million. Gains (losses) on properties sold are determined on a property by property basis and are not comparable year over year due to individual property differences. The sales in both periods are of properties that we consider to be inconsistent with our long-term investment strategy.

Impairment Loss on Investment in Unconsolidated Real Estate Partnerships

        Impairment loss on investment in unconsolidated real estate partnerships totaled $3.8 million for the nine months ended September 30, 2002, compared to no such losses for the nine months ended September 30, 2003, a decrease of $3.8 million. Impairment losses on properties held for sale or sold are determined on a property by property basis and are not comparable year over year due to individual property differences.

Distributions to Minority Partners in Excess of Income

        Distributions to minority partners in excess of income was $21.5 million for the nine months ended September 30, 2003, compared to $15.3 million for the nine months ended September 30, 2002, an increase of $6.2 million, or 40.5%. When real estate partnerships consolidated in our financial statements make cash distributions in excess of net income, GAAP requires 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. This increase was principally a result of a higher level of distributions being made by the consolidated real estate partnerships as a result of increased refinancing activity, as well as the timing of operating distributions.

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Discontinued Operations

        Income from discontinued operations was $62.7 million for the nine months ended September 30, 2003, compared to $11.2 million for the nine months ended September 30, 2002, a change of $51.5 million. The change in discontinued operations was primarily related to a net gain on disposals of $66.9 million and $8.6 million of impairment loss on assets sold or held for sale in 2003, for a net total gain of $58.3 million for the nine months ended September 30, 2003 compared to a net loss on disposals of $0.04 million and $0.2 million of impairment loss on assets sold or held for sale in 2002, for a net total loss of $0.2 million for the nine months ended September 30, 2002, a change of $58.5 million. Gains (losses) on properties sold are determined on a property by property basis and are not comparable year over year due to individual property differences. The properties sold, as well as the properties classified as held for sale, were considered by us to be inconsistent with our long-term investment strategy. See Note 11 in the consolidated financial statements for more details on discontinued operations.

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Conventional Same Store Property Operating Results

        We define "same store" properties as conventional properties in which our ownership interest exceeds 10% and operations are stabilized for over one year in the comparable periods of 2003 and 2002. To ensure comparability, the information for all periods shown is based on current period ownership. The following table summarizes the unaudited conventional rental property operations on a "same store" basis and reconciles them to "consolidated same store" operations, a component of consolidated rental property operations described in the above comparative discussions (dollars in thousands):

 
  Three Months Ended
September 30,

  Nine Months Ended
September 30,

 
 
  2003
  2002
  2003
  2002
 
Revenues:                          
  Our share of same store   $ 284,793   $ 288,673   $ 790,532   $ 823,701  
  Minority partners' share of same store     30,143     31,226     83,874     89,237  
  Our share of unconsolidated same store     (12,121 )   (28,672 )   (35,954 )   (84,334 )
  Newly consolidated properties     (16,395 )       (59,547 )   (12,638 )
   
 
 
 
 
Consolidated same store component of rental and other property revenues   $ 286,420   $ 291,227   $ 778,905   $ 815,966  
   
 
 
 
 
Expenses:                          
  Our share of same store   $ 118,846   $ 109,813   $ 329,157   $ 302,747  
  Minority partners' share of same store     12,637     11,923     33,823     32,294  
  Our share of unconsolidated same store     (5,050 )   (11,734 )   (16,058 )   (34,527 )
  Newly consolidated properties     (7,130 )       (26,019 )   (4,799 )
   
 
 
 
 
Consolidated same store component of property operating expenses   $ 119,303   $ 110,002   $ 320,903   $ 295,715  
   
 
 
 
 
Net Operating Income:                          
  Our share of same store   $ 165,947   $ 178,860   $ 461,375   $ 520,954  
  Minority partners' share of same store     17,506     19,303     50,051     56,943  
  Our share of unconsolidated same store     (7,071 )   (16,938 )   (19,896 )   (49,807 )
  Newly consolidated properties     (9,265 )       (33,528 )   (7,839 )
   
 
 
 
 
Consolidated same store component of Income from property operations   $ 167,117   $ 181,225   $ 458,002   $ 520,251  
   
 
 
 
 
Same Store Statistics                          
  Properties     589     589     573     573  
  Apartment units     164,578     164,578     159,810     159,810  
  Average physical occupancy     93.0 %   93.5 %   91.9 %   93.2 %
  Average rent collected/unit/month   $ 702   $ 712   $ 687   $ 703  

        Our share of same store net operating income decreased $12.9 million, or 7.2%, for the three months ended September 30, 2003 compared to the three months ended September 30, 2002. Revenues decreased $3.9 million, or 1.3%, primarily due to lower average rent (down $10 per unit) and lower occupancy (down 0.5%). Expenses increased by $9.0 million, or 8.2%, primarily due to: an increase of $3.0 million in expenses related to increasing occupancy, including marketing expenses, turnover and administration; $2.9 million in higher repairs and maintenance and landscaping services, in support of efforts to improve the physical appearance and condition of properties; and $1.5 million in higher utility expenses due to higher natural gas and water prices.

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        Our share of same store net operating income decreased $59.6 million, or 11.4%, for the nine months ended September 30, 2003 compared to the nine months ended September 30, 2002. Revenues decreased $33.2 million, or 4.0%, primarily due to lower average rent (down $16 per unit), lower occupancy (down 1.3%), and increased bad debt due to higher resident default and eviction in 2003. Expenses increased by $26.4 million, or 8.7%, primarily due to: an increase of $10.3 million in turnover, marketing and administrative costs in 2003 related to focused efforts on making units ready to be occupied; $9.9 million in contract services and repairs and maintenance primarily driven by seasonal factors such as landscaping and snow removal due to more severe winter conditions in 2003 than in 2002; $5.4 million in utilities due to the increase in the cost of natural gas, electric and water and sewer; and $1.3 million in real estate tax expense due to increased rates and assessment values.

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Funds From Operations

        Funds From Operations, or FFO, is a non-GAAP financial measure that we believe, when considered with the financial data determined in accordance with GAAP, is helpful to investors in understanding our performance because it captures features particular to real estate performance by recognizing that real estate generally appreciates over time or maintains residual value to a much greater extent than do other depreciable assets such as machinery, computers or other personal property. The Board of Governors of the National Association of Real Estate Investment Trusts, or NAREIT defines FFO as net income (loss), computed in accordance with GAAP, excluding gains and losses from extraordinary items, dispositions of depreciable real estate property, dispositions of real estate from discontinued operations, net of related income taxes, plus real estate related depreciation and amortization (excluding amortization of financing costs), including depreciation for unconsolidated real estate partnerships, joint ventures and discontinued operations. We calculate FFO based on the NAREIT definition, as further adjusted for amortization of intangibles and distributions to minority partners in excess of income. We calculate FFO (diluted) by subtracting redemption related preferred unit issuance costs and distributions on preferred OP Units (net of preferred distributions relating to convertible securities the conversion of which is dilutive to FFO) and adding back the interest expense on mandatorily redeemable convertible preferred securities, the conversion of which 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 three and nine months ended September 30, 2003 and 2002, our diluted FFO was as follows (dollars in thousands):

 
  Three Months Ended
September 30,

  Nine Months Ended
September 30,

 
 
  2003(1)
  2002(1)
  2003(1)
  2002(1)
 
Net Income   $ 44,461   $ 53,456   $ 136,327   $ 198,958  
  Adjustments:                          
    Real estate depreciation, net of minority interest     75,294     59,519     223,733     172,225  
    Real estate depreciation related to unconsolidated entities     6,289     8,815     19,331     26,022  
    (Gain) loss on dispositions of real estate, net     (1,462 )   4,307     (2,738 )   (4,467 )
    Distributions to minority partners in excess of income     11,861     4,302     21,503     15,274  
    Amortization of intangibles     1,276     1,154     4,716     3,194  
    Discontinued operations:                          
      Real estate depreciation, net of minority interest     1,208     5,530     9,712     18,254  
      (Gain) loss on dispositions of real estate, net of minority interest     (22,908 )   129     (66,930 )   37  
      Distributions to minority partners in excess of income     (3,613 )       (4,650 )   1,401  
      Income tax arising from disposals     806     (127 )   5,112     552  
   
 
 
 
 
Funds From Operations (FFO)   $ 113,212   $ 137,085   $ 346,116   $ 431,450  
    Preferred OP Unit distributions     (21,445 )   (17,648 )   (65,711 )   (45,626 )
    Redemption related preferred unit issuance costs     (5,490 )       (7,645 )    
    Interest expense on mandatorily redeemable convertible preferred securities     247     365     741     882  
   
 
 
 
 
Diluted Funds From Operations   $ 86,524   $ 119,802   $ 273,501   $ 386,706  
   
 
 
 
 
Weighted average number of common OP Units and equivalents:                          
  Common OP Units equivalents     104,894     105,493     104,844     97,305  
  Preferred OP Units, and other securities convertible into common OP Units     2,995     7,120     4,097     11,916  
   
 
 
 
 
      Total     107,889     112,613     108,941     109,221  
   
 
 
 
 

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(1)
On October 1, 2003, NAREIT clarified its definition of FFO to include impairment losses, which previously had been added back to calculate FFO. In the three months ended September 30, 2003, and effective for all prior periods presented, in accordance with this clarification we no longer add back impairment losses when computing FFO. As a result, FFO for the three months ended September 30, 2003 includes impairment losses of $0.6 million, and for the nine months ended September 30, 2003, includes an adjustment of $7.9 million to reflect this change. FFO for the three and nine months ended September 30, 2002 includes an adjustment of $3.6 million and $4.0 million, respectively, to reflect this change. Finally, as a result of the SEC interpretation of Topic D-42, we have included in FFO redemption related preferred unit issuance costs in the three months ended September 30, 2003, and effective for all prior periods. Therefore, FFO for the three months ended September 30, 2003 includes issuance costs of $5.5 million and FFO for the nine months ended September 30, 2003 includes an adjustment of $2.2 million to reflect this change.

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 properties, as well as cash flow from operations generated by our investment management business.

        Our principal uses for liquidity include normal operating activities, payments of principal and interest on outstanding debt, capital expenditures, distributions paid to unitholders and distributions paid to partners, and acquisitions of, and investments in, properties. We use our cash provided by operating activities to meet short-term liquidity needs. In the event that the economic recovery is slower than expected and the cash provided by operating activities no longer covers our short-term liquidity demands, we have additional means, such as short-term borrowing availability, proceeds from property sales and refinancing, 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 September 30, 2003, we had $130.1 million in cash and cash equivalents (including $3.4 million of cash and cash equivalents that is included within Assets Held for Sale), an increase of $30.5 million from December 31, 2002, which cash is principally from sales and refinancing transactions and has yet to be distributed or applied as paydown on our revolving credit facility. At September 30, 2003, we had $214.1 million of restricted cash (including $2.9 million of restricted cash that is included within Assets Held for Sale), 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.

Operating Activities

        For the nine months ended September 30, 2003, our net cash provided by operating activities of $381.1 million was primarily due to operating income from our consolidated properties.

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Investing Activities

        For the nine months ended September 30, 2003, our net cash provided by investing activities of $180.6 million related to proceeds received from the sales of properties, offset by investments in our existing real estate assets through capital expenditures and redevelopment (see further discussion on capital expenditures under the heading "Capital Expenditures").

        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. In the nine months ended September 30, 2003, we sold 51 consolidated properties and one consolidated land parcel for $479.2 million in proceeds. Additionally, we sold 23 unconsolidated properties for net proceeds of $6.3 million, which proceeds were included in our distributions received from investments in unconsolidated real estate partnerships.

        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 nine months ended September 30, 2003, net cash used in financing activities of $531.2 million related primarily to payments on our secured notes payable, payment of our distributions and redemptions of preferred OP Units (see Note 6 in the consolidated financial statements). These were offset by proceeds from mortgage refinancing, proceeds from the issuance of Class S Preferred Units (see Note 5 in the consolidated financial statements) and Class T Partnership Preferred Units (see Note 6 in the consolidated financial statements) and borrowings from a newly established term loan (see discussion below and Note 15 in the consolidated financial statements).

        During the nine months ended September 30, 2003, we refinanced or closed mortgage loans on 47 consolidated properties generating $346.5 million of proceeds from borrowings. With the proceeds from these loans we made repayments on the existing debt and paid transaction costs totaling $298.5 million. The remaining net proceeds of $48.0 million were used to repay existing short-term debt and for other corporate purposes. Each loan is non-recourse and is individually secured by one of 47 properties with no cross-collateralization. These mortgage loans do not include the $20.0 million mortgage loan related to the New York Property Acquisition. Further details on these mortgage loans are shown in the table below:

Mortgage Type
  Loan Amount
(in millions)

  Term
  Rate
 
Tax Exempt Variable Rate   $ 23.6   30 year, non-fully amortizing bonds   3.44 %
Conventional Fixed Rate     26.2   Greater than 15 years, fully amortizing   5.24  
Conventional Fixed Rate     205.6   5 - 15 years, partially amortizing   4.72  
Conventional Floating Rate     43.7   5 year revolving credit facility(1)   2.82  
Conventional Floating Rate     13.1   Less than 5 years   3.95  
Affordable Fixed Rate     34.3   30 year, fully amortizing   2.55  
   
 
 
 
Proceeds from borrowings   $ 346.5       4.19 %
   
 
 
 

(1)
See Note 14 in the consolidated financial statements for further details on the revolving credit facility.

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        In addition to the above, we closed mortgage loans on 25 unconsolidated properties for net proceeds of $10.5 million, which proceeds were included in our distributions received from investments in unconsolidated real estate partnerships, within investing activities, and were used to repay existing short-term debt and for other corporate purposes.

        The distribution declared on November 6, 2003 of $0.60 per unit for payment on November 28, 2003 to unitholders on record as of November 20, 2003 represents a distribution of 90% of diluted AFFO (before deducting Capital Enhancements) and 70% of diluted FFO (before deducting the redemption related preferred unit issuance costs under Topic D-42 of $5.5 million) for the quarter ended September 30, 2003. The distributions paid or declared for the 12-month period ended September 30, 2003 total $3.06 per unit, which represents a distribution of 106% of diluted AFFO (before deducting Capital Enhancements) and 85% of diluted FFO (before deducting the redemption related preferred unit issuance costs under Topic D-42 of $7.7 million) for that period. In November 2003, the General Partner reduced the quarterly cash distribution to align the amount of the distribution with our current level of operating profitability.

Credit Facility and Term Loans

        On February 14, 2003, we and our lenders amended our revolving credit facility, which we refer to as the Revolver, to increase the available commitment, at our option, to $500 million (such commitment in excess of $445 million is not available until it has been syndicated) and extend the maturity date one year to July 31, 2005. In addition, we and our lenders amended the term loan that was entered into in March 2002 in connection with the acquisition of Casden Properties, Inc., which we refer to as the Casden Loan, to eliminate mandatory prepayments for the remainder of the term using proceeds from the issuance of equity securities, property sales or refinancing proceeds.

        On May 9, 2003, we and our lenders modified the Revolver and the Casden Loan. The modification permits us to redeem outstanding preferred securities with new issuances of common or preferred equity or with up to 75% of proceeds from property sales.

        On May 30, 2003, we borrowed $250 million from a syndicate of financial institutions pursuant to a term loan, which we refer to as the Term Loan. Proceeds were used to pay down the Revolver. All financial covenant requirements of the Term Loan are the same as the Revolver and the Casden Loan.

        On October 30, 2003, we and our lenders further modified the Revolver, the Casden Loan and the Term Loan. Modified terms are effective as of September 30, 2003. The modification included an increase in the percentage of Funds From Operations (as adjusted for (i) the add back of redemption related preferred unit issuance costs under Topic D-42 (see Note 16 in the consolidated financial statements), (ii) interest expense charges (or benefits) for minority interest marked-to-market adjustments if required under GAAP and (iii) non-cash loan amortization costs) permitted to be distributed from 88% to 90% for all quarters until the maturity of the loan agreement. This quarterly covenant is calculated based on trailing four quarters consistent with all other covenant calculations. See Note 15 in the consolidated financial statement for further details of the modifications on the Revolver, the Casden Loan, and the Term Loan. As of September 30, 2003, we were in compliance with all financial covenant requirements.

        At September 30, 2003 the weighted average interest rate of the Revolver was 3.77%, the balance outstanding was $160.0 million on the Revolver in addition to outstanding letters of credit of $12.0 million. The total commitment remained $445.0 million, as the additional commitment of $55.0 million was not yet syndicated at September 30, 2003. At September 30, 2003, the weighted average interest rate of the Casden Loan was 3.77% and the balance outstanding was $104.4 million. At September 30, 2003, the weighted average interest rate of the Term Loan was 3.89% and the balance outstanding was $250 million.

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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 September 30, 2003, we had ten conventional properties with 5,327 units and two affordable properties with 467 units under redevelopment. Redevelopment expenditures for the ten conventional properties will require an estimated total investment (new redevelopment spending) of $428.0 million, of which approximately $51.7 million remains to be spent. Our share of the estimated total spending is $324.0 million, of which approximately $32.9 million remains to be spent.

        During the remainder of 2003, we have:

Capital Expenditures

        For the nine months ended September 30, 2003, we spent a total of $67.9 million on Capital Replacements (expenditures required to maintain the related asset) and $2.4 million on Capital Enhancements (expenditures that add a new feature or revenue source at a property). These amounts represent our share of the total spending on both consolidated and unconsolidated partnerships.

        Capital Replacements spending continued to increase over prior periods for two primary reasons: a general increase in spending to maintain our assets; and an increase in capitalized costs (both direct and indirect). 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 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 that is likely to generate higher rents, 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 157,000 ownership equivalent units) for the nine months ended September 30, 2003 and reconciles it to our Consolidated Statement of Cash Flows for the same period (in thousands, except per unit data).

55


 
  Capital
Replacements
Actual Cost
Per Unit

  Capital
Enhancements
Actual Cost
Per Unit

  Total
Cost
Per Unit

  Capital
Replacements
Actual Cost

  Capital
Enhancements
Actual Cost

  Total Cost
 
Carpets   $ 92   $   $ 92   $ 14,356   $ 11   $ 14,367  
Flooring     23         23     3,650         3,650  
Appliances     27     1     28     4,161     151     4,312  
Blinds/shades     4         4     658         658  
Furnace/air     28         28     4,328     11     4,339  
Hot water heaters     6         6     993         993  
Kitchen/bath     9         9     1,340     3     1,343  
Exterior painting     20         20     3,213     9     3,222  
Landscaping     16     1     17     2,550     144     2,694  
Pool/exercise facilities     13         13     2,048     50     2,098  
Computers,
miscellaneous
    19     3     22     3,038     370     3,408  
Roofs     13         13     1,964     2     1,966  
Parking lot     9         9     1,381     6     1,387  
Building (electrical, elevator, plumbing)     55         55     8,643         8,643  
Submetering         7     7         1,109     1,109  
Capitalized payroll and other indirect costs     100     3     103     15,606     511     16,117  
   
 
 
 
 
 
 
Total our share   $ 434   $ 15   $ 449   $ 67,929   $ 2,377   $ 70,306  
   
 
 
 
 
 
 
  Plus minority partners' share of consolidated spending     7,832     425     8,257  
  Less our share of unconsolidated spending     (5,141 )   (37 )   (5,178 )
                     
 
 
 
Total spending per Consolidated Statement of Cash Flows   $ 70,620   $ 2,765   $ 73,385  
                     
 
 
 

        For the nine months ended September 30, 2003, we spent a total of $18.6 million for initial capital expenditures, or ICE, which are expenditures at a property that have been identified, at the time the property is acquired, as expenditures to be incurred within a specified period of time following the acquisition, typically one year. In this period ICE relates primarily to the properties acquired in the Casden Merger and the New England Properties Acquisition. For the nine months ended September 30, 2003, we spent a total of $16.0 million for disposition capital expenditures (see discussion below) and $66.3 million for redevelopment, which are expenditures that substantially upgrade the property. The following table reconciles our share of the total spending on both consolidated and unconsolidated partnerships to our Consolidated Statement of Cash Flows for the nine months ended September 30, 2003 (in millions):

 
  ICE
  Disposition Capital
Expenditures

  Redevelopment
  Total
 
Conventional Assets   $ 10.4   $ 11.4   $ 59.7   $ 81.5  
Affordable Assets     8.2     4.6     6.6     19.4  
   
 
 
 
 
Total our share     18.6     16.0     66.3     100.9  
   
 
 
 
 
  Plus minority partners' share of consolidated spending     0.2     2.0     19.8     22.0  
  Less our share of unconsolidated spending     (0.2 )   (2.0 )   (6.3 )   (8.5 )
   
 
 
 
 
Total spending per Consolidated Statement of Cash Flows   $ 18.6   $ 16.0   $ 79.8   $ 114.4  
   
 
 
 
 

        In second quarter 2003, we began to account for a category of capital expenditures known as Disposition Capital Expenditures, which reports those capital expenditures made on properties sold, held for sale or identified as to be sold within one year. In third quarter 2003, we began to include in Disposition Capital Expenditures capital expenditures on certain of our affordable properties that are expected to be sold upon completion of regulatory requirements. We believe that capital expenditures on such properties are appropriately included in Disposition Capital Expenditures because of the regulatory framework under which these properties are financed or operated. Specifically, we are limited in the amount of proceeds that we are permitted to receive in distribution from the properties' operations. Amounts in excess of that limitation must be reinvested in the property or forfeited to the applicable government agency. We typically elect to spend amounts in excess of the

56


distribution limit on property improvements, and we expect that upon a sale of the property that the expenditures will be recovered. Prior to these changes, these expenditures were accounted for as Capital Replacements and deducted in calculating AFFO. We believe that because these expenditures on sale and affordable properties are incurred to support the sale of these properties and are not part of our ongoing Capital Replacements, it is inappropriate for our AFFO to be diminished as a result. In the second and third quarters, a total of $16.0 million of capital expenditures on sale and affordable properties were eliminated from Capital Replacements and shown as Disposition Capital Expenditures. We will review this allocation each quarter and will re-allocate to Capital Replacements any items for those properties not sold or no longer identified as to be sold. In third quarter 2003 no amounts were reallocated to Capital Replacements.

        We funded the above capital expenditures with cash provided by operating activities, working capital reserves, and borrowings under our credit facility.

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 50%. 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. Financial Accounting Standards Board issued Interpretation No. 46 "Consolidation of Variable Interest Entities," or FIN 46, that changes the criteria for consolidating entities. We are currently evaluating our treatment of these unconsolidated real estate partnerships under FIN 46, which we will adopt in fourth quarter 2003 (see Note 16 in the consolidated financial statements). There are no lines of credit, side agreements, financial guarantees, or any other derivative financial instruments related to or between our unconsolidated real estate partnerships and us. 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.

Contractual Obligations

        This table summarizes information regarding contractual obligations and commitments (amounts in thousands):

 
  Remainder
of 2003

  2004
  2005
  2006
and 2007

  2008
and thereafter

  Total
Scheduled long-term debt maturities   $ 50,333   $ 182,547   $ 277,037   $ 877,308   $ 4,320,004   $ 5,707,229
Secured credit facility and term loans         104,387     160,000         250,000     514,387
Leases     1,305     5,181     4,130     7,583         18,199
Development fee payments(1)     2,500     10,000     10,000     12,500         35,000
   
 
 
 
 
 
Total   $ 54,138   $ 302,115   $ 451,167   $ 897,391   $ 4,570,004   $ 6,274,815
   
 
 
 
 
 

(1)
The development fee payments above were established in connection with the Casden Merger and represent Aimco's and our commitment related to the Casden Development Company, LLC. We 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 on our assets.

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        Additionally, we have made commitments in connection with the Casden Merger, for which the timing is not yet definite. These commitments are to:

58


ITEM 3. 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 $1,677.4 million of floating rate debt outstanding at September 30, 2003, which represented 26.5% of our total outstanding debt. Of the total floating debt, the major components were floating rate tax-exempt bond financing ($785.3 million), floating rate secured notes ($279.7 million), the Revolver ($160.0 million), the Casden Loan ($104.4 million), the Term Loan ($250.0 million), and the Class S Preferred Units ($98.0 million). Based on this level of debt, an increase in interest rates of 1% would result in our income before minority interests and cash flows being reduced by $16.8 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. Floating rate tax-exempt bond financing is benchmarked against the Bond Market Association Municipal Swap Index, or the BMA Index. Since 1981, the BMA Index has averaged 54.0% of the 10-year Treasury Yield. If this relationship continues, an increase in interest rates of 1% (0.54% in tax-exempt interest rates) would result in our income before minority interests and cash flows being reduced by only $13.2 million on an annual basis. As of September 30, 2002, based on our level of floating rate debt of $1,291.3 million, an increase in interest rates of 1% would have resulted in our income before minority interests and cash flows being reduced by $12.9 million on an annual basis. The potential reduction of income before minority interests and cash flows due to an increase in interest rates increased $3.9 million for the nine months ended September 30, 2003 compared to the nine months ended September 30, 2002, as a result of the additional debt related to our acquisitions and newly consolidated properties.

        The estimated aggregate fair value of our cash and cash equivalents, receivables, payables and short-term secured debt as of September 30, 2003 approximate their carrying value due to their relatively short-term nature. Management further believes that the fair value of our floating rate secured tax-exempt bond debt and floating rate secured long-term debt approximate their carrying values.

ITEM 4. Controls and Procedures

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PART II. OTHER INFORMATION

ITEM 1. Legal Proceedings

        See Note 4 in the consolidated financial statements in this Form 10-Q for information regarding legal proceedings, which information is incorporated by reference in this Item 1.

ITEM 2. Changes in Securities and Use of Proceeds

        None.

ITEM 5. Other Information

        On October 30, 2003, we further modified the Revolver, the Casden Loan and the Term Loan. Modified terms are effective as of September 30, 2003. The modification included an increase in the percentage of Funds From Operations (as adjusted for (i) the add back of redemption related preferred unit issuance costs under Topic D-42, (ii) interest expense charges (or benefits) for minority interest marked-to-market adjustments if required under GAAP and (iii) non-cash loan amortization costs) permitted to be distributed from 88% to 90% for all quarters until the maturity of the loan agreement. This quarterly covenant is calculated based on trailing four quarters consistent with all other covenant calculations. Upon the effective date of the amendment, the margin on the Revolver LIBOR-based loans was amended to a range between 2.15% to 2.85%, the margin on the Casden Loan LIBOR-based loans was amended to 2.85% and the margin on the Term Loan LIBOR-based loans was amended to 2.85%. Also, the Revolver base rate loans were amended to a range between 0.65% to 1.35% based on the fixed charge coverage ratio, and the margin on the Casden Loan base rate loan was amended to 1.85% and the margin on the Term Loan base rate loan was amended to 1.15%. The amended financial covenants contained in the Revolver, the Casden Loan, and the Term Loan require us to maintain a ratio of debt to gross asset value of no more than 0.575:1.0 (which was increased from 0.55:1.0), a minimum interest coverage ratio of 2.0:1.0 (which was reduced from 2.25:1.0), a maximum total obligations to gross asset value ratio of 0.675:1.0 (which was increased from 0.65:1.0) and a minimum fixed charge coverage ratio of 1.40:1 (which was reduced from 1.50:1). With regard to the amended financial covenants, if the ratio of debt to gross asset value exceeds 0.55:1.0 for more than two consecutive fiscal quarters or if the ratio of total obligations to gross asset value exceeds 0.65:1.0 for more than two consecutive fiscal quarters, the applicable margin shall increase by 0.25%. Additionally, the modification allows (i) the add back of redemption related preferred unit issuance costs under Topic D-42 and (ii) interest expense charges (or benefits) from minority interest marked-to-market adjustments if required under GAAP to be excluded from interest expense and distributions when calculating coverage ratios.

        On November 6, 2003 the General Partner declared a quarterly distribution of $0.60 per unit for payment on November 28, 2003 to unitholders of record on November 20, 2003. The General Partner reduced the quarterly distribution from $0.82 to $0.60 per unit to align the amount with our current level of profitability.

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ITEM 6. Exhibits and Reports on Form 8-K

EXHIBIT NO.

10.1   Form of First Amendment to Fifth Amended and Restated Credit Agreement, dated as of May 9, 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 10.1 to Aimco's Quarterly Report on Form 10-Q for the quarterly period ended September 30, 2003 is incorporated herein by this reference)
10.2   Form of Third Amendment to Fifth Amended and Restated Credit Agreement, dated as of September 30, 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 10.2 to Aimco's Quarterly Report on Form 10-Q for the quarterly period ended September 30, 2003 is incorporated herein by this reference)
10.3   Form of Fourth Amendment, dated as of May 9, 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 10.3 to Aimco's Quarterly Report on Form 10-Q for the quarterly period ended September 30, 2003 is incorporated herein by this reference)
10.4   Form of Sixth Amendment, dated as of September 30, 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 10.4 to Aimco's Quarterly Report on Form 10-Q for the quarterly period ended September 30, 2003 is incorporated herein by this reference)
10.5   Form of First Amendment to Term Loan Agreement, dated as of September 30, 2003, by and among Apartment Investment and Management Company, AIMCO Properties, L.P., AIMCO/Bethesda Holdings, Inc. and NHP Management Company, Bank of America, N.A., as Administrative Agent and the Lenders party thereto (Exhibit 10.5 to Aimco's Quarterly Report on Form 10-Q for the quarterly period ended September 30, 2003 is incorporated herein by this reference)
31.1   Certification of equivalent of chief executive officer pursuant to Securities Exchange Act Rules 13a-14(a)/15d-14(a), as Adopted Pursuant to Section 302 of the Sarbanes-Oxley Act of 2002
31.2   Certification of equivalent of chief financial officer pursuant to Securities Exchange Act Rules 13a-14(a)/15d-14(a), as Adopted Pursuant to Section 302 of the Sarbanes-Oxley Act of 2002
32.1   Certification Pursuant to 18 U.S.C. Section 1350, as Adopted Pursuant to Section 906 of the Sarbanes-Oxley Act of 2002
32.2   Certification Pursuant to 18 U.S.C. Section 1350, as Adopted Pursuant to Section 906 of the Sarbanes-Oxley Act of 2002
99.1   Agreement re: disclosure of long-term debt instruments

        None.


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

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AIMCO PROPERTIES, L.P.
SIGNATURES

        Pursuant to the requirements 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.

    AIMCO PROPERTIES, L.P.
By: AIMCO-GP, Inc., its general partner

 

 

By:

/s/  
PAUL J. MCAULIFFE      
Paul J. McAuliffe
Executive Vice President and Chief Financial Officer (duly authorized officer and principal financial officer)

Date: November 14, 2003

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