<PAGE> 1
Exhibit 99.7
INDEX TO PRO FORMA FINANCIAL STATEMENTS
<TABLE>
<S> <C>
Pro Forma Financial Information of AIMCO Properties
(Pre-Merger)........................................... 99.7-2
AIMCO Properties Statement of Operations (Pre-Merger)
for the Year Ended December 31, 1999.................. 99.7-3
AIMCO Properties Statement of Operations (Pre-Merger)
for the Nine Months Ended September 30, 2000.......... 99.7-8
Pro Forma Financial Information of AIMCO Properties
(Merger).............................................. 99.7-13
AIMCO Properties Balance Sheet (Merger) as of
September 30, 2000.................................... 99.7-14
AIMCO Properties Statement of Operations (Merger) for
the Year Ended December 31, 1999...................... 99.7-17
AIMCO Properties Statement of Operations (Merger) for
the Nine Months Ended September 30, 2000.............. 99.7-19
</TABLE>
99.7-1
<PAGE> 2
PRO FORMA FINANCIAL INFORMATION OF AIMCO PROPERTIES (PRE-MERGER)
The following Pro Forma Consolidated Statement of Operations (Pre-Merger)
of AIMCO Properties for the year ended December 31, 1999 has been prepared as if
each of the following transactions had occurred as of January 1, 1999: (i) the
Oxford Acquisition (which is the acquisition of all the stock and other
interests held by officers and directors in the entities which own and control
the Oxford properties. The Oxford properties, which are owned by 166 separate
partnerships, are 167 apartment communities including 36,949 units, located in
18 states.); and (ii) the acquisition of the Regency Windsor Apartment
Communities (the "Regency Acquisition"), which includes fourteen separate
residential apartment communities located in Indiana, Michigan and North
Carolina; (iii) the acquisition of four Dreyfuss Apartment Communities located
in Virginia and Maryland ( the "1999 Dreyfuss Acquisition"); and (iv) the
acquisition in 2000 of five Dreyfuss Apartment Communities located in Virginia
and Maryland (the "2000 Dreyfuss Acquisition," and combined with the 1999
Dreyfuss Acquisition, the "Dreyfuss Acquisitions").
The following Pro Forma Consolidated Statement of Operations (Pre-Merger)
of AIMCO Properties for the nine months ended September 30, 2000 has been
prepared as if each of the following transactions had occurred as of January 1,
1999: (i) the Oxford Acquisition; and (ii) the 2000 Dreyfuss Acquisition.
No Pro Forma Consolidated Balance Sheet (Pre-Merger) of AIMCO Properties as
of September 30, 2000 has been presented as the Oxford Acquisition, which
occurred on September 20, 2000, and the 2000 Dreyfuss Acquisition, which
occurred on September 22, 2000, are already reflected in the historical balance
sheet of AIMCO Properties at September 30, 2000.
The following Pro Forma Financial Information (Pre-Merger) is based, in
part, on the following historical financial statements, which have been
previously filed by AIMCO Properties with the Securities and Exchange
Commission: (i) the Consolidated Financial Statements of AIMCO Properties for
the year ended December 31, 1999 and the nine months ended September 30, 2000;
(ii) the combined historical summary of gross income and direct operating
expenses of Regency Windsor Apartment Communities for the year ended December
31, 1998; and (iii) the combined historical summary of gross income and direct
operating expenses of Dreyfuss Apartment Communities for the year ended December
31, 1998. The Pro Forma Financial Information (Pre-Merger) should be read in
conjunction with such financial statements and the notes thereto. In the opinion
of AIMCO Properties' management, all material adjustments necessary to reflect
the effects of these transactions have been made.
In addition, the following Pro Forma Financial Information (Pre-Merger) is
based, in part, on the following historical financial statements: (i) the
combined financial statements of Oxford Realty Financial Group, Inc. and
Subsidiaries, Zimco and Oxford Equities Corporation III (the "Oxford Entities");
(ii) the consolidated financial statements of ORFG Operations L.L.C. and
Subsidiary ("ORFG Operations"); and (iii) the combined financial statements of
Oxparc L.L.C.s (the "Oxparc Entities").
The unaudited Pro Forma Financial Information (Pre-Merger) has been
prepared using the purchase method of accounting whereby the assets and
liabilities of the entities acquired in the Oxford Acquisition are adjusted to
estimated fair market value, based upon preliminary estimates, which are subject
to change as additional information is obtained. The allocations of purchase
costs are subject to final determination based upon estimates and other
evaluations of fair value. Therefore, the allocations reflected in the following
unaudited Pro Forma Financial Information (Pre-Merger) may differ from the
amounts ultimately determined.
The unaudited Pro Forma Financial Information (Pre-Merger) is presented for
informational purposes only and is not necessarily indicative of the financial
position or results of operations of AIMCO Properties that would have occurred
if such transactions had been completed on the dates indicated, nor does it
purport to be indicative of future financial positions or results of operations.
In the opinion of AIMCO Properties' management, all material adjustments
necessary to reflect the effects of these transactions have been made. The
unaudited Pro Forma Consolidated Statement of Operations (Pre-Merger) for the
nine months ended September 30, 2000 is not necessarily indicative of the
results of operations to be expected for the year ending December 31, 2000.
99.7-2
<PAGE> 3
AIMCO PROPERTIES, L.P.
PRO FORMA CONDENSED CONSOLIDATED STATEMENT
OF OPERATIONS (PRE-MERGER)
FOR THE YEAR ENDED DECEMBER 31, 1999
(IN THOUSANDS, EXCEPT PER UNIT DATA)
(UNAUDITED)
<TABLE>
<CAPTION>
ADJUSTMENTS
-----------------------------------------------------------------------
AIMCO PROPERTIES
AIMCO PROPERTIES OXFORD BEFORE OXFORD OXFORD PRO FORMA
HISTORICAL(A) ADJUSTMENTS(B) ACQUISITION(C) REORGANIZATION(D) REORGANIZATION(E) TOTAL
---------------- -------------- -------------- ----------------- ----------------- ---------
<S> <C> <C> <C> <C> <C> <C>
RENTAL PROPERTY OPERATIONS
Rental and other property
revenues.................. $ 531,883 $ 71,412(F) $119,272 $ 722,567 $(80,823)(J) $ 641,744
Property operating
expenses.................. (213,959) (31,748)(F) (67,290) (312,997) 50,342(J) (262,655)
Owned property management
expense................... (15,322) (2,892)(F) (4,569) (22,783) 3,191(J) (19,592)
Depreciation................ (131,257) (11,165)(F) (30,213) (172,635) 15,435(J) (157,200)
--------- -------- -------- --------- -------- ---------
Income from property
operations................ 171,345 25,607 17,200 214,152 (11,855) 202,297
--------- -------- -------- --------- -------- ---------
SERVICE COMPANY BUSINESS
Management fees and other
income.................... 42,877 -- 15,541 58,418 (14,206)(K) 44,212
Management and other
expenses.................. (25,470) -- (2,086) (27,556) 2,086(K) (25,470)
--------- -------- -------- --------- -------- ---------
Income from service company
business.................. 17,407 -- 13,455 30,862 (12,120) 18,742
--------- -------- -------- --------- -------- ---------
General and administrative
expense................... (12,016) -- (361) (12,377) 361(K) (12,016)
Interest expense............ (139,124) (18,477)(G) (84,695) (242,296) 43,267(L) (199,029)
Interest income............. 62,183 (1,519)(H) 12,595 73,259 (997)(K)
2,465(M) 74,727
Equity in earnings (losses)
of unconsolidated real
estate partnerships....... (2,588) -- (8,827) (11,415) 1,299(K) (10,116)
Equity in earnings (losses)
of unconsolidated
subsidiaries.............. (2,400) -- -- (2,400) (19,766)(N) (22,166)(P)
Loss from IPLP exchange and
assumption............... (684) -- -- (684) -- (684)
Minority interest in other
entities.................. (5,788) -- 4,782 (1,006) (3,278)(J) (4,284)
Amortization of
intangibles............... (5,860) -- (14,134) (19,994) 14,134(K) (5,860)
--------- -------- -------- --------- -------- ---------
Income from operations...... 82,475 5,611 (59,985) 28,101 13,510 41,611
Gain (loss) on disposition
of properties............. (1,785) 1,785(I) -- -- -- --
--------- -------- -------- --------- -------- ---------
Net income (loss)........... $ 80,690 $ 7,396 $(59,985) $ 28,101 $ 13,510 $ 41,611
========= ======== ======== ========= ======== =========
Net income allocable to
preferred unitholders..... $ 54,173 $ 9,261 $ -- $ 63,434 $ -- $ 63,434
========= ======== ======== ========= ======== =========
Net income (loss) allocable
to common unitholders..... $ 26,517 $ (1,865) $(59,985) $ (35,333) $ 13,510 $ (21,823)
========= ======== ======== ========= ======== =========
Basis earnings (loss) per
common unit............... $ 0.39 $ (0.31)
========= =========
Diluted earnings (loss) per
common unit............... $ 0.38 $ (0.31)
========= =========
Weighted average common
units outstanding......... 68,541 1,360 69,901 69,901
========= ======= ======== =========
Weighted average common
units and common unit
equivalents outstanding... 69,511 1,360 70,871 69,901(O)
========= ======= ======== =========
</TABLE>
99.7-3
<PAGE> 4
---------------
(A) Represents AIMCO Properties' audited historical consolidated results of
operations for the year ended December 31, 1999.
(B) Represents adjustments to reflect (i) the Regency Acquisition; and (ii) the
Dreyfuss Acquisitions as if they had occurred on January 1, 1999. These pro
forma operating results are based on historical results of the properties,
except for depreciation, which is based on AIMCO Properties' investment in
the properties.
(C) Represents the adjustment to reflect the Oxford Acquisition as if it had
occurred on January 1, 1999. These adjustments are detailed, as follows:
<TABLE>
<CAPTION>
COMBINED
OXFORD ORFG OXPARC OXFORD PRO FORMA
ENTITIES(I) OPERATIONS(II) ENTITIES(III) OTHER(IV) HISTORICAL ADJUSTMENTS(V)
----------- -------------- ------------- --------- ---------- --------------
<S> <C> <C> <C> <C> <C> <C>
RENTAL PROPERTY OPERATIONS
Rental and other property
revenues.......................... $ 76,087 $ -- $ -- $ -- $ 76,087 $ (76,087)(vi)
119,272(vii)
Property operating expenses......... (39,932) -- -- -- (39,932) 39,932(vi)
(67,290)(vii)
Owned property management expense... (3,537) -- -- -- (3,537) 3,537(vi)
(4,569)(vii)
Depreciation........................ (7,223) -- -- -- (7,223) 7,223(vi)
(30,213)(vii)
-------- -------- ------- ------- -------- ---------
Income from property operations..... 25,395 -- -- -- 25,395 (8,195)
-------- -------- ------- ------- -------- ---------
SERVICE COMPANY BUSINESS
Management fees and other income.... 9,500 12,109 4,707 -- 26,316 (10,775)(viii)
Management and other expenses....... (13,107) (11,533) (1,236) -- (25,876) 10,775(viii)
13,015(ix)
-------- -------- ------- ------- -------- ---------
Income from service company
business.......................... (3,607) 576 3,471 -- 440 13,015
-------- -------- ------- ------- -------- ---------
General and administrative
expense........................... (1,415) -- -- -- (1,415) 1,054(x)
Interest expense.................... (40,501) (124) -- -- (40,625) 30,898(vi)
(42,399)(vii)
(30,380)(xi)
(2,189)(xii)
Interest income..................... 913 12 -- 2,824 3,749 8,846(xiii)
Equity in losses of unconsolidated
real estate partnerships.......... (295) 768 -- (2,160) (1,687) (7,140)(xiv)
Equity in earnings (losses) of
unconsolidated subsidiaries....... -- --
Minority interest................... -- (6) -- -- (6) 6(vi)
4,782(vii)
Amortization........................ -- -- -- -- -- (14,134)(xv)
-------- -------- ------- ------- -------- ---------
Income from operations.............. (19,510) 1,226 3,471 664 (14,149) (45,836)
Gain (loss) on disposition of
properties........................ (600) -- -- -- (600) 600(xvi)
Gain (loss) on extinguishment of
debt.............................. 1,378 -- -- -- 1,378 (1,378)(xvii)
-------- -------- ------- ------- -------- ---------
Income (loss) before extraordinary
item and tax provision............ (18,732) 1,226 3,471 664 (13,371) (46,614)
Extraordinary item.................. (7,883) -- -- -- (7,883) 7,883(xviii)
-------- -------- ------- ------- -------- ---------
Income (loss) before tax
provision......................... (26,615) 1,226 3,471 664 (21,254) (38,731)
Income tax provision................ 120 -- -- -- 120 (120)(xix)
-------- -------- ------- ------- -------- ---------
Net income (loss)................... $(26,495) $ 1,226 $ 3,471 $ 664 $(21,134) $ (38,851)
======== ======== ======= ======= ======== =========
<CAPTION>
OXFORD
ACQUISITION
-----------
<S> <C>
RENTAL PROPERTY OPERATIONS
Rental and other property
revenues..........................
$119,272
Property operating expenses.........
(67,290)
Owned property management expense...
(4,569)
Depreciation........................
(30,213)
--------
Income from property operations..... 17,200
--------
SERVICE COMPANY BUSINESS
Management fees and other income.... 15,541
Management and other expenses.......
(2,086)
--------
Income from service company
business.......................... 13,455
--------
General and administrative
expense........................... (361)
Interest expense....................
(84,695)
Interest income..................... 12,595
Equity in losses of unconsolidated
real estate partnerships.......... (8,827)
Equity in earnings (losses) of
unconsolidated subsidiaries....... --
Minority interest...................
4,782
Amortization........................ (14,134)
--------
Income from operations.............. (59,985)
Gain (loss) on disposition of
properties........................ --
Gain (loss) on extinguishment of
debt.............................. --
--------
Income (loss) before extraordinary
item and tax provision............ (59,985)
Extraordinary item.................. --
--------
Income (loss) before tax
provision......................... (59,985)
Income tax provision................ --
--------
Net income (loss)................... $(59,985)
========
</TABLE>
--------------------
(i) Represents the combined historical operating results of the Oxford
Entities for the year ended December 31, 1999.
(ii) Represents the historical operating results of ORFG Operations for the
year ended December 31, 1999.
(iii) Represents the historical operating results of the Oxparc Entities for
the year ended December 31, 1999.
(iv) Represents the historical operating results of other assets acquired in
the Oxford Acquisition, primarily related to partnership interests in
the real estate partnerships and notes receivable.
99.7-4
<PAGE> 5
(v) Represents adjustments related to the Oxford Acquisition as follows:
(a) reversal of results of operations for Oxford entities consolidated
in the Combined Oxford financial statements; (b) results of operations
for Oxford entities consolidated in the financial statements of AIMCO
Properties; (c) adjustments for nonrecurring expenses; (d) interest
income on additional borrowings for the Oxford Acquisition; (e)
elimination of intercompany costs recorded in the Combined Oxford
financial statements; (f) interest income and expense on notes
receivable and payable adjusted to AIMCO Properties' basis; (g) equity
in earnings of unconsolidated real estate partnerships adjusted to
AIMCO Properties' basis; and (h) amortization of intangible assets
acquired by AIMCO Properties in the Oxford Acquisition.
(vi) Represents adjustments to eliminate the results of operations for
Oxford entities in the Combined Oxford financial statements.
(vii) Represents adjustments to record the results of operations for entities
acquired in the Oxford Acquisition that are consolidated in the
financial statements of AIMCO Properties.
(viii) Represents adjustment to eliminate the intercompany servicing fee in
the Combined Oxford financial statements.
(ix) Represents adjustment for (i) nonrecurring management expenses and (ii)
a reduction in personnel costs pursuant to a restructuring plan,
approved by AIMCO Properties senior management, assuming that the
Oxford Acquisition had occurred on January 1, 1999, and the
restructuring plan was completed on January 1, 1999. The restructuring
plan specifically identifies all significant actions to be taken to
complete the restructuring plan, including the reduction of personnel,
job functions, location and date of completion..
(x) Represents the elimination of non-recurring general and administrative
costs.
(xi) Represents interest expense related to the $279 million borrowed by
AIMCO Properties to complete the Oxford Acquisition, at 10.5%, plus
amortization of the related deferred financing cost.
(xii) Represents adjustment to historical interest expense, based on the fair
value of the notes payable recorded by AIMCO Properties.
(xiii) Represents adjustment to interest income on loans receivable from
affiliates based on the fair value recorded by AIMCO Properties, net of
interest income on the historical basis recorded in the Combined Oxford
financial statements.
(xiv) Represents adjustment to equity in earnings of unconsolidated real
estate partnerships related primarily to the increased depreciation as
a result of the allocation of the purchase price of the Oxford
Acquisition.
(xv) Represents incremental amortization of intangible assets, based on
AIMCO Properties' new basis as adjusted by the allocation of the
purchase price of the Oxford Acquisition. The intangible assets are
amortized using the straight-line method over their respective
estimated useful lives that range from one to ten years.
(xvi) Represents reversal of nonrecurring loss on sale of properties recorded
in the Combined Oxford financial statements.
(xvii) Represents reversal of nonrecurring gain on extinguishment of debt
recorded in the Combined Oxford financial statements.
(xviii) Represents reversal of nonrecurring extraordinary item recorded in the
Combined Oxford financial statements.
(xix) Represents reversal of income tax provision recorded in the Combined
Oxford financial statements.
(D) Represents the effects of AIMCO Properties' acquisition of Oxford
immediately after the Oxford Acquisition. These amounts do not give effect
to the Oxford Reorganization, which includes the transfers of certain
assets and liabilities of Oxford to the combined Unconsolidated
Subsidiaries. The Oxford Reorganization must occur immediately after the
Oxford Acquisition in order for AIMCO to maintain
99.7-5
<PAGE> 6
its qualification as a REIT. This column is included as an intermediate
step to assist the reader in understanding the entire nature of the Oxford
Acquisition and related transactions.
(E) Represents adjustments related to the Oxford Reorganization, whereby,
following the Oxford Acquisition, AIMCO Properties contributed or sold to
the combined Unconsolidated Subsidiaries certain assets and liabilities of
Oxford, primarily asset management and cash flow participation contracts
and related working capital assets and liabilities related to Oxford's
asset management operations. The adjustments reflect the transfer of assets
valued at AIMCO Properties' new basis resulting from the allocation of the
purchase price of Oxford. AIMCO Properties received non-voting preferred
stock and a $29 million note payable as consideration in exchange for the
net assets contributed or sold.
(F) Represents adjustment to reflect (i) the Regency Acquisition and (ii) the
Dreyfuss Acquisitions as if they had occurred on January 1, 1999. These pro
forma operating results are based on historical results of the properties,
except for depreciation, which is based on AIMCO Properties' investment in
the properties.
(G) Represents interest expense adjustment related to the assumption of
mortgage debt in connection with the Regency Acquisition and the Dreyfuss
Acquisitions.
(H) Represents adjustments to interest income related to the forfeiture of cash
in connection with the Regency Acquisition and the Dreyfuss Acquisitions.
(I) Represents elimination of the historical gain on disposition of properties
recorded in the financial statements of AIMCO Properties.
(J) Represents results of operations from certain consolidated Oxford entities
that were contributed to the Unconsolidated Subsidiaries.
(K) Represents management income and expense associated with certain assets and
liabilities contributed to the Unconsolidated Subsidiaries, primarily
related to the asset management operations, cashflow participations, notes
receivable, and equity in earnings of unconsolidated partnerships of
Oxford.
(L) Represents the following: (i) interest expense from certain consolidated
Oxford entities that were contributed to the Unconsolidated Subsidiaries of
$23,784; (ii) interest expense of $5,227 on $48,000 of third party
financing contributed by AIMCO Properties to the Unconsolidated
Subsidiaries in connection with the Oxford Reorganization; and (iii)
interest expense on certain liabilities that were contributed to the
Unconsolidated Subsidiaries of $14,256.
(M) Represents interest income earned at 8.5% on notes payable of $29 million
to AIMCO Properties issued as consideration for certain assets sold by
AIMCO Properties to the Unconsolidated Subsidiaries.
(N) Represents adjustment to AIMCO Properties' equity in income (loss) of the
Unconsolidated Subsidiaries as a result of the Oxford Acquisition and the
contribution and sale of certain assets and liabilities to the
Unconsolidated Subsidiaries.
(O) On a pro forma basis, there is a net loss allocable to common unitholders.
As a result, there are no common unit equivalents included for the
computation of diluted earnings (loss) per common unit as they would be
antidilutive.
99.7-6
<PAGE> 7
(P) The combined Pro Forma Statement of Operations (Pre-Merger) of the
Unconsolidated Subsidiaries for the year ended December 31, 1999 is
presented below, which reflects the effects of the Oxford Acquisition and
the Oxford Reorganization as if these transactions had occurred as of
January 1, 1999.
COMBINED UNCONSOLIDATED SUBSIDIARIES
PRO FORMA CONDENSED CONSOLIDATED STATEMENT
OF OPERATIONS (PRE-MERGER)
FOR THE YEAR ENDED DECEMBER 31, 1999
(IN THOUSANDS)
<TABLE>
<CAPTION>
COMBINED
UNCONSOLIDATED
SUBSIDIARIES OXFORD
HISTORICAL(I) REORGANIZATION(II) PRO-FORMA
-------------- ------------------ ---------
<S> <C> <C> <C>
RENTAL PROPERTY OPERATIONS
Rental and other property revenues................... $ 4,064 $ 80,823 $ 84,887
Property operating expenses.......................... (1,524) (50,342) (51,866)
Owned property management expense.................... -- (3,191) (3,191)
Depreciation......................................... (1,161) (15,435) (16,596)
-------- -------- --------
Income from property operations...................... 1,379 11,855 13,234
-------- -------- --------
SERVICE COMPANY BUSINESS
Management fees and other income..................... 140,666 14,206 154,872
Management and other expenses........................ (77,753) (2,086) (79,839)
-------- -------- --------
Income from service company business................. 62,913 12,120 75,033
-------- -------- --------
General and administrative expense................... (24,162) (361) (24,523)
Interest expense..................................... (8,123) (43,267)
(2,465)(iii) (53,855)
Interest income...................................... 2,776 997 3,773
Equity in losses of unconsolidated real estate
partnerships....................................... (1,665) (1,299) (2,964)
Minority interest.................................... -- 3,278 3,278
Depreciation and Amortization........................ (31,915) (14,134) (46,049)
-------- -------- --------
Income from operations............................... 1,203 (33,276) (32,073)
Gain (loss) on disposition of properties............. 1,051 -- 1,051
-------- -------- --------
Income (loss) before tax provision................... 2,254 (33,276) (31,022)
Income tax provision................................. (927) 13,310(iv) 12,383
-------- -------- --------
Net income (loss).................................... $ 1,327 $(19,966) $(18,639)
======== ======== ========
Income (loss) allocable to preferred stock........... $ 1,314 $(19,766) $(18,452)
======== ======== ========
Income (loss) allocable to common stock.............. $ 13 $ (200) $ (187)
======== ======== ========
</TABLE>
---------------
(i) Represents the combined historical operating results of the Unconsolidated
Subsidiaries for the year ended December 31, 1999.
(ii) Represents adjustments related to the Oxford Reorganization, whereby,
following the Oxford Acquisition, AIMCO Properties contributed or sold to
the combined Unconsolidated Subsidiaries certain assets and liabilities of
Oxford, primarily asset management and cash flow participation contracts
and related working capital assets and liabilities related to Oxford's
asset management operations. The adjustments reflect the transfer of
assets valued at AIMCO Properties' new basis resulting from the allocation
of the purchase price of Oxford. AIMCO Properties received non-voting
preferred stock and a $29 million note payable as consideration in
exchange for the net assets contributed or sold.
(iii) Represents interest expense at 8.5% on notes payable of $29 million to
AIMCO Properties issued as consideration for certain assets sold by AIMCO
Properties to the Unconsolidated Subsidiaries.
(iv) Represents the estimated Federal and state tax provisions, which are
calculated on the operating results of the Unconsolidated Subsidiaries.
99.7-7
<PAGE> 8
AIMCO PROPERTIES, L.P.
PRO FORMA CONDENSED CONSOLIDATED STATEMENT
OF OPERATIONS (PRE-MERGER)
FOR THE NINE MONTHS ENDED SEPTEMBER 30, 2000
(IN THOUSANDS, EXCEPT PER UNIT DATA)
(UNAUDITED)
<TABLE>
<CAPTION>
ADJUSTMENTS
-----------------------------------------------------------------------
AIMCO PROPERTIES
AIMCO PROPERTIES OXFORD BEFORE OXFORD OXFORD PRO FORMA
HISTORICAL(A) ADJUSTMENTS(B) ACQUISITION(C) REORGANIZATION(D) REORGANIZATION(E) TOTAL
------------- -------------- -------------- ----------------- ----------------- ---------
<S> <C> <C> <C> <C> <C> <C>
RENTAL PROPERTY OPERATIONS
Rental and other property
revenues................. $ 753,463 $ 6,903(F) $ 92,935 $ 853,301 $(61,163)(I) $ 792,138
Property operating
expenses................. (302,435) (2,634)(F) (49,528) (354,597) 35,887(I) (318,710)
Owned property management
expense.................. (9,713) (287)(F) (3,651) (13,651) 2,479(I) (11,172)
Depreciation............... (223,128) (1,121)(F) (20,964) (245,213) 11,164(I) (234,049)
--------- -------- -------- --------- -------- ---------
Income from property
operations............... 218,187 2,861 18,792 239,840 (11,633) 228,207
--------- -------- -------- --------- -------- ---------
SERVICE COMPANY BUSINESS
Management fees and other
income................... 36,865 -- 9,629 46,494 (9,432)(J) 37,062
Management and other
expenses................. (23,603) -- (1,168) (24,771) 1,169(J) (23,602)
--------- -------- -------- --------- -------- ---------
Income from service company
business................. 13,262 -- 8,461 21,723 (8,263) 13,460
--------- -------- -------- --------- -------- ---------
General and administrative
expense.................. (9,609) -- (356) (9,965) 376(J) (9,589)
Interest expense........... (190,459) (2,055)(G) (62,545) (255,059) 32,378(K) (222,681)
Interest income............ 47,352 -- 16,426 63,778 (7,984)(J)
1,849(L) 57,643
Equity in earnings (losses)
of unconsolidated real
estate partnerships...... (4,489) -- (3,222) (7,711) 625(K) (7,086)
Equity in earnings (losses)
of unconsolidated
subsidiaries............. 2,538 -- -- 2,538 (6,256)(M) (3,718)(O)
Minority interest in other
entities................. (10,977) -- 2,635 (8,342) (1,801)(I) (10,143)
Amortization of
intangibles.............. (4,968) -- (4,580) (9,548) 4,985(J) (4,563)
--------- -------- -------- --------- -------- ---------
Income from operations..... 60,837 806 (24,389) 37,254 4,276 41,530
Gain (loss) on disposition
of properties............ 14,234 (14,234)(H) -- -- -- --
--------- -------- -------- --------- -------- ---------
Net income (loss).......... $ 75,071 $(13,428) $(24,389) $ 37,254 $ 4,276 $ 41,530
========= ======== ======== ========= ======== =========
Net income allocable to
preferred unitholders.... $ 49,698 $ 778 $ -- $ 50,476 $ -- $ 50,476
========= ======== ======== ========= ======== =========
Net income (loss) allocable
to common unitholders.... $ 25,373 $(14,206) $(24,389) $ (13,222) $ 4,276 $ (8,946)
========= ======== ======== ========= ======== =========
Basis earnings (loss) per
common unit.............. $ 0.35 (0.12)
========= =========
Diluted earnings (loss) per
common unit.............. $ 0.34 $ (0.12)
========= =========
Weighted average common
units outstanding........ 72,494 1,360 73,854 73,854
========= ======== ========= =========
Weighted average common
units and common unit
equivalents outstanding.. 74,626 1,360 75,986 73,854(N)
========= ======== ========= =========
</TABLE>
---------------
(A) Represents AIMCO Properties' unaudited historical condensed consolidated
results of operations for the nine months ended September 30, 2000.
99.7-8
<PAGE> 9
(B) Represents adjustment to reflect the 2000 Dreyfuss Acquisition as if it had
occurred on January 1, 1999. These pro forma operating results are based on
historical results of the properties, except for depreciation, which is
based on AIMCO Properties' investment in the properties.
(C) Represents the adjustment to reflect the Oxford Acquisition as if it had
occurred on January 1, 1999. These adjustments are detailed as follows:
<TABLE>
<CAPTION>
COMBINED
OXFORD ORFG OXPARC OXFORD PRO FORMA
ENTITIES(I) OPERATIONS(II) ENTITIES(III) OTHER(IV) HISTORICAL ADJUSTMENTS(V)
----------- -------------- ------------- --------- ---------- --------------
<S> <C> <C> <C> <C> <C> <C>
RENTAL PROPERTY OPERATIONS
Rental and other property
revenues..................... $ 52,667 $ -- $ -- $ -- $ 52,667 $(52,667)(vi)
92,935(vii)
Property operating expenses.... (25,777) -- -- -- (25,777) 25,777(vi)
(49,528)(vii)
Owned property management
expense...................... (2,423) -- -- -- (2,423) 2,423(vi)
(3,651)(vii)
Depreciation................... (4,901) -- -- -- (4,901) 4,901(vi)
(20,964)(vii)
-------- ------- ------ ------- -------- --------
Income from property
operations................... 19,566 -- -- -- 19,566 (774)
-------- ------- ------ ------- -------- --------
SERVICE COMPANY BUSINESS
Management fees and other
income....................... 5,900 9,044 2,484 -- 17,428 1,747(viii)
(9,546)(ix)
Management and other
expenses..................... (9,581) (7,324) (684) -- (17,589) 6,875(x)
9,546(ix)
-------- ------- ------ ------- -------- --------
Income from service company
business..................... (3,681) 1,720 1,800 -- (161) 8,622
-------- ------- ------ ------- -------- --------
General and administrative
expense...................... (1,136) -- -- -- (1,136) 780(xi)
Interest expense............... (25,905) (75) -- -- (25,980) 18,025(vi)
(31,799)(vii)
(21,890)(xii)
(901)(xiii)
Interest income................ 603 13 -- 2,316 2,932 13,494(xiv)
Equity in losses of
unconsolidated real estate
partnerships................. 181 647 -- (1,699) (871) (2,351)(xv)
Equity in earnings (losses) of
unconsolidated
subsidiaries................. -- --
Minority interest.............. -- (6) -- -- (6) 6(vi)
2,635(vii)
Amortization................... -- -- -- -- -- (4,580)(xvi)
-------- ------- ------ ------- -------- --------
Income from operations......... (10,372) 2,299 1,800 617 (5,656) (18,733)
Gain (loss) on disposition of
properties................... (845) -- -- -- (845) 845(xvii)
Gain (loss) on extinguishment
of debt...................... 312 -- -- -- 312 (312)(xviii)
-------- ------- ------ ------- -------- --------
Income (loss) before tax
provision.................... (10,905) 2,299 1,800 617 (6,189) (18,200)
Income tax provision........... (1,576) -- -- -- (1,576) 1,576(xix)
-------- ------- ------ ------- -------- --------
Net income (loss).............. $(12,481) $ 2,299 $1,800 $ 617 $ (7,765) $(16,624)
======== ======= ====== ======= ======== ========
<CAPTION>
OXFORD
ACQUISITION
-----------
<S> <C>
RENTAL PROPERTY OPERATIONS
Rental and other property
revenues.....................
$ 92,935
Property operating expenses....
(49,528)
Owned property management
expense......................
(3,651)
Depreciation...................
(20,964)
--------
Income from property
operations................... 18,792
--------
SERVICE COMPANY BUSINESS
Management fees and other
income.......................
9,629
Management and other
expenses.....................
(1,168)
--------
Income from service company
business..................... 8,461
--------
General and administrative
expense...................... (356)
Interest expense...............
(62,545)
Interest income................ 16,426
Equity in losses of
unconsolidated real estate
partnerships................. (3,222)
Equity in earnings (losses) of
unconsolidated
subsidiaries................. --
Minority interest..............
2,635
Amortization................... (4,580)
--------
Income from operations......... (24,389)
Gain (loss) on disposition of
properties................... --
Gain (loss) on extinguishment
of debt...................... --
--------
Income (loss) before tax
provision.................... (24,389)
Income tax provision........... --
--------
Net income (loss).............. $(24,389)
========
</TABLE>
---------------
(i) Represents the unaudited combined historical operating results of the
Oxford Entities for the eight months ended August 31, 2000.
(ii) Represents the unaudited historical operating results of ORFG
Operations for the eight months ended August 31, 2000.
99.7-9
<PAGE> 10
(iii) Represents the unaudited historical operating results of the Oxparc
Entities for the eight months ended August 31, 2000.
(iv) Represents the unaudited historical operating results for the eight
months ended August 31, 2000 of other assets acquired in the Oxford
Acquisition, primarily related to partnership interests in the real
estate partnerships and notes receivable.
(v) Represents adjustments related to the Oxford Acquisition as follows:
(a) reversal of results of operations for Oxford entities consolidated
in the Combined Oxford financial statements; (b) results of operations
for Oxford entities consolidated in the financial statements of AIMCO
Properties; (c) adjustments for nonrecurring expenses; (d) interest
income on additional borrowings for the Oxford Acquisition; (e)
elimination of intercompany costs recorded in the Combined Oxford
financial statements; (f) interest income and expense on notes
receivable and payable adjusted to AIMCO Properties' basis; (g) equity
in earnings of unconsolidated real estate partnerships adjusted to
AIMCO Properties' basis; and (h) amortization of intangible assets
acquired by AIMCO Properties in the Oxford Acquisition.
(vi) Represents adjustments to eliminate the results of operations for
Oxford entities in the Combined Oxford financial statements.
(vii) Represents adjustments to record the results of operations for entities
acquired in the Oxford Acquisition that are consolidated in the
financial statements of AIMCO Properties.
(viii) Represents adjustment from eight months of management fees and other
income recorded in the Combined Oxford financial statements to nine
months recorded in the pro forma financial statements of AIMCO
Properties.
(ix) Represents adjustment to eliminate the intercompany servicing fee in
the Combined Oxford financial statements.
(x) Represents adjustment for (i) nonrecurring management expenses and (ii)
a reduction in personnel costs pursuant to a restructuring plan,
approved by AIMCO Properties senior management, assuming that the
Oxford Acquisition had occurred on January 1, 1999, and the
restructuring plan was completed on January 1, 1999. The restructuring
plan specifically identifies all significant actions to be taken to
complete the restructuring plan, including the reduction of personnel,
job functions, location and date of completion.
(xi) Represents adjustment for the elimination of nonrecurring general and
administrative expenses.
(xii) Represents interest expense related to the $279 million borrowed by
AIMCO Properties to complete the Oxford Acquisition, at 10.5%, plus
amortization of the related deferred financing cost.
(xiii) Represents adjustment to historical interest expense, based on the fair
value of the notes payable recorded by AIMCO Properties.
(xiv) Represents adjustment to interest income on loans receivable from
affiliates based on the fair value recorded by AIMCO Properties, net of
interest income on the historical basis recorded in the Combined Oxford
financial statements.
(xv) Represents adjustment to equity in earnings of unconsolidated real
estate partnerships related primarily to the increased depreciation as
a result of the allocation of the purchase price of the Oxford
Acquisition.
(xvi) Represents incremental amortization of intangible assets, based on
AIMCO Properties' new basis as adjusted by the allocation of the
purchase price of the Oxford Acquisition. The intangible assets are
amortized using the straight-line method over their respective
estimated useful lives that range from one to ten years.
(xvii) Represents reversal of nonrecurring gain on sale of properties recorded
in the Combined Oxford financial statements.
(xviii) Represents reversal of nonrecurring loss on extinguishment of debt
recorded in the Combined Oxford financial statements.
99.7-10
<PAGE> 11
(xix) Represents reversal of income tax provision recorded in the Combined
Oxford financial statements.
(D) Represents the effects of AIMCO Properties' acquisition of Oxford
immediately after the Oxford Acquisition. These amounts do not give effect
to the Oxford Reorganization, which includes the transfers of certain
assets and liabilities of Oxford to the combined Unconsolidated
Subsidiaries. The Oxford Reorganization must occur immediately after the
Oxford Acquisition in order for AIMCO to maintain its qualification as a
REIT. This column is included as an intermediate step to assist the reader
in understanding the entire nature of the Oxford Acquisition and related
transactions.
(E) Represents adjustments related to the Oxford Reorganization, whereby,
following the Oxford Acquisition, AIMCO Properties contributed or sold to
the combined Unconsolidated Subsidiaries certain assets and liabilities of
Oxford, primarily asset management and cash flow participation contracts
and related working capital assets and liabilities related to Oxford's
asset management operations. The adjustments reflect the transfer of assets
valued at AIMCO Properties' new basis resulting from the allocation of the
purchase price of Oxford. AIMCO Properties received non-voting preferred
stock and a $29 million note payable as consideration in exchange for the
net assets contributed or sold.
(F) Represent adjustments to reflect the 2000 Dreyfuss Acquisition as if it had
occurred on January 1, 1999. These pro-forma operating results are based on
historical results of the properties, except for depreciation, which is
based on AIMCO Properties' investment in the properties.
(G) Represents interest expense adjustment related to the assumption of
mortgage debt in connection with the 2000 Dreyfuss Acquisition.
(H) Represents elimination of the historical gain on disposition of properties
recorded in the financial statements of AIMCO Properties.
(I) Represents results of operations from certain consolidated Oxford entities
that were contributed to the Unconsolidated Subsidiaries.
(J) Represents management income and expense associated with certain assets and
liabilities contributed to the Unconsolidated Subsidiaries, primarily
related to the asset management operations, cashflow participations, ,
notes receivable, and equity in earnings of unconsolidated partnerships of
Oxford.
(K) Represents the following: (i) interest expense from certain consolidated
Oxford entities that were contributed to the Unconsolidated Subsidiaries of
$17,837; (ii) interest expense of $3,920 on $48,000 of third party
financing contributed by AIMCO Properties to the Unconsolidated
Subsidiaries in connection with the Oxford Reorganization; and (iii)
interest expense on certain liabilities that were contributed to the
Unconsolidated Subsidiaries of $10,621.
(L) Represents interest income earned at 8.5% on notes payable of $29 million
to AIMCO Properties issued as consideration for certain assets sold by
AIMCO Properties to the Unconsolidated Subsidiaries.
(M) Represents adjustment to AIMCO Properties' equity in income (loss) of the
Unconsolidated Subsidiaries as a result of the Oxford Acquisition and the
contribution and sale of certain assets and liabilities to the
Unconsolidated Subsidiaries.
(N) On a pro forma basis, there is a net loss allocable to common unitholders.
As a result, there are no common unit equivalents included for the
computation of diluted earnings (loss) per common unit as they would be
antidilutive.
99.7-11
<PAGE> 12
(O) The combined Pro Forma Statement of Operations (Pre-Merger) of the
Unconsolidated Subsidiaries for the nine months ended September 30, 2000 is
presented below, which reflects the effects of the Oxford Acquisition and
the Oxford Reorganization as if these transactions had occurred as of
January 1, 1999.
COMBINED UNCONSOLIDATED SUBSIDIARIES
PRO FORMA CONDENSED CONSOLIDATED STATEMENT OF OPERATIONS
(PRE-MERGER)
FOR THE NINE MONTHS ENDED SEPTEMBER 30, 2000
(IN THOUSANDS)
<TABLE>
<CAPTION>
COMBINED
UNCONSOLIDATED
SUBSIDIARIES OXFORD
HISTORICAL(I) REORGANIZATION(II) PRO-FORMA
-------------- ------------------ ---------
<S> <C> <C> <C>
RENTAL PROPERTY OPERATIONS
Rental and other property revenues................... $ -- $ 61,163 $ 61,163
Property operating expenses.......................... -- (35,887) (35,887)
Owned property management expense.................... -- (2,479) (2,479)
Depreciation......................................... -- (11,164) (11,164)
-------- -------- --------
Income from property operations...................... -- 11,633 11,633
-------- -------- --------
SERVICE COMPANY BUSINESS
Management fees and other income..................... 102,392 9,432 111,824
Management and other expenses........................ (46,198) (1,169) (47,367)
-------- -------- --------
Income from service company business................. 56,194 8,263 64,457
-------- -------- --------
General and administrative expense................... (15,057) (376) (15,433)
Interest expense..................................... (7,311) (32,378)
(1,849)(iii) (41,538)
Interest income...................................... 4,529 7,984 12,513
Equity in losses of unconsolidated real estate
partnerships....................................... (13,654) (625) (14,279)
Minority interest.................................... -- 1,801 1,801
Depreciation and Amortization........................ (18,967) (4,985) (23,952)
-------- -------- --------
Income from operations............................... 5,734 (10,532) (4,798)
Gain (loss) on disposition of properties............. 5,760 -- 5,760
-------- -------- --------
Income (loss) before tax provision................... 11,494 (10,532)(iv) 962
Income tax provision................................. (2,562) 4,213 1,651
-------- -------- --------
Net income (loss).................................... $ 8,932 $ (6,319) $ 2,613
======== ======== ========
Income (loss) allocable to preferred stock........... $ 8,843 $ (6,256) $ 2,587
======== ======== ========
Income (loss) allocable to common stock.............. $ 89 $ (63) $ 26
======== ======== ========
</TABLE>
---------------
(i) Represents the unaudited combined historical operating results of the
Unconsolidated Subsidiaries for the nine months ended September 30,
2000.
(ii) Represents adjustments related to the Oxford Reorganization, whereby,
following the Oxford Acquisition, AIMCO Properties contributed or sold
to the combined Unconsolidated Subsidiaries certain assets and
liabilities of Oxford, primarily asset management and cash flow
participation contracts and related working capital assets and
liabilities related to Oxford's asset management operations. The
adjustments reflect the transfer of assets valued at AIMCO Properties'
new basis resulting from the allocation of the purchase price of
Oxford. AIMCO Properties received non-voting preferred stock and a $29
million note payable as consideration in exchange for the net assets
contributed or sold.
(iii) Represents interest expense at 8.5% on notes payable of $29 million to
AIMCO Properties issued as consideration for certain assets sold by
AIMCO Properties to the Unconsolidated Subsidiaries.
(iv) Represents the estimated Federal and state tax provisions, which are
calculated on the operating results of the Unconsolidated Subsidiaries.
99.7-12
<PAGE> 13
PRO FORMA FINANCIAL INFORMATION OF AIMCO PROPERTIES (MERGER)
The following Pro Forma Condensed Consolidated Balance Sheet (Merger) of
AIMCO Properties as of September 30, 2000 has been prepared as if the OTEF
Merger had occurred as of September 30, 2000. The following Pro Forma Condensed
Consolidated Statements of Operations (Merger) of AIMCO Properties for the year
ended December 31, 1999 and the nine months ended September 30, 2000 have been
prepared as if each of the following transactions had occurred as of January 1,
1999: (i) OTEF's redemption of the status quo BACs and payment of the special
distribution; (ii) the exercise by AIMCO Properties of 652,125 options to
acquire BACs; (iii) the OTEF Merger; and (iv) each of the transactions reflected
in the Pro Forma Consolidated Statements of Operations (Pre-Merger) of AIMCO
Properties for the year ended December 31, 1999 and the nine months ended
September 30, 2000.
The following Pro Forma Financial Information (Merger) is based, in part,
on the Pro Forma Financial Information (Pre-Merger) included elsewhere in this
Current Report on Form 8-K/A. The Pro Forma Financial Information (Pre-Merger)
gives effect to all material transactions of AIMCO Properties prior to the OTEF
Merger and as of the date of this Current Report on Form 8-K/A, including the
Oxford Acquisition, the Regency Acquisition, and the Dreyfuss Acquisitions. See
"Pro Forma Financial Information (Pre-Merger)." The Pro Forma Financial
Information (Merger) is also based, in part, on the following historical
financial statements, which have either been previously filed by AIMCO
Properties with the Securities and Exchange Commission or are incorporated by
reference in this Current Report on Form 8-K/A: (i) the Consolidated Financial
Statements of AIMCO Properties for the year ended December 31, 1999 and the nine
months ended September 30, 2000; and (ii) the Consolidated Financial Statements
of OTEF for the year ended December 31, 1999 and the nine months ended September
30, 2000. The Pro Forma Financial Information (Merger) should be read in
conjunction with such financial statements and the notes thereto.
The unaudited Pro Forma Financial Information (Merger) has been prepared
using a manner similar to the purchase method of accounting whereby the assets
and liabilities of OTEF are adjusted to estimated fair market value, based upon
preliminary estimates, which are subject to change as additional information is
obtained. The allocations of purchase costs are subject to final determination
based upon estimates and other evaluations of fair market value. Therefore, the
allocations reflected in the following unaudited Pro Forma Financial Information
(Merger) may differ from the amounts ultimately determined.
The unaudited Pro Forma Financial Information (Merger) is presented for
informational purposes only and is not necessarily indicative of the financial
position or results of operations of AIMCO Properties that would have occurred
if such transactions had been completed on the dates indicated, nor does it
purport to be indicative of future financial positions or results of operations.
In the opinion of AIMCO Properties' management, all material adjustments
necessary to reflect the effects of these transactions have been made. The
unaudited Pro Forma Consolidated Statement of Operations (Merger) for the nine
months ended September 30, 2000 is not necessarily indicative of the results of
operations to be expected for the year ending December 31, 2000.
99.7-13
<PAGE> 14
AIMCO PROPERTIES, L.P.
PRO FORMA CONDENSED CONSOLIDATED BALANCE SHEET (MERGER)
AS OF SEPTEMBER 30, 2000
(IN THOUSANDS, EXCEPT PER UNIT DATA)
(UNAUDITED)
<TABLE>
<CAPTION>
ADJUSTMENTS
----------------------------------------------------
AIMCO OPTION EXERCISE, OTEF MERGER
PROPERTIES OTEF REDEMPTION MERGER PRO FORMA
HISTORICAL(A) HISTORICAL(B) AND DISTRIBUTION(C) ADJUSTMENTS(D) TOTAL
------------- ------------- ------------------- -------------- ----------
<S> <C> <C> <C> <C> <C>
ASSETS
Real estate, net of accumulated
depreciation.............................. $5,471,869 $ -- $ -- $ -- $5,471,869
Investments in unconsolidated real estate
partnerships.............................. 798,502 -- -- -- 798,502
Investments in unconsolidated
subsidiaries.............................. 91,358 -- -- -- 91,358
Notes receivable from unconsolidated real
estate partnerships....................... 145,587 -- -- -- 145,587
Notes receivable from and advances to
unconsolidated subsidiaries............... 213,991 -- -- -- 213,991
Investments in bonds and notes
receivable.............................. -- 288,362 -- (7,256)
(188,902)(G) 92,204
Cash and cash equivalents................. 106,544 41,358 (40,082)(C) --
15,573(E)
(15,573)(F) 107,820
Restricted cash........................... 113,545 -- -- -- 113,545
Other assets.............................. 214,688 4,452 15,573(F) (1,427)
(4,800)
(15,573) 212,913
---------- -------- -------- --------- ----------
$7,156,084 $334,172 $(24,509) $(217,958) $7,247,789
========== ======== ======== ========= ==========
LIABILITIES AND PARTNERS' CAPITAL
Liabilities:
Secured notes payable..................... $2,836,097 $ -- $ -- $ -- $2,836,097
Secured tax-exempt bond financing......... 583,106 -- -- (188,902)(G) 394,204
Unsecured short-term financing............ 406,000 52,229 10,000(C) 2,585 470,814
---------- -------- -------- --------- ----------
Total indebtedness.................. 3,825,203 52,229 10,000 (186,317) 3,701,115
Accounts payable, accrued and other
liabilities............................... 242,957 4,488 -- 5,000 252,445
Resident security deposits and prepaid
rents..................................... 32,899 -- -- -- 32,899
---------- -------- -------- --------- ----------
Total liabilities................... 4,101,059 56,717 10,000 (181,317) 3,986,459
---------- -------- -------- --------- ----------
Commitments and contingencies............... -- -- -- -- --
Mandatorily redeemable convertible preferred
securities................................ 35,330 -- -- -- 35,330
Minority interest in other entities......... 194,955 -- -- -- 194,955
Partners' capital:
Preferred Units........................... 934,474 -- -- 100,000 1,034,474
General partner and special limited
partner.................................. 1,560,826 -- -- 106,305 1,667,131
General Partners' interests............... -- (1,670) -- 1,670 --
Limited Partners' interests............... 350,429 194,002 (50,082)(C) (159,493)
15,573(E) 350,429
Accumulated other comprehensive income...... -- 85,411 -- (85,411) --
Investment in AIMCO common stock............ (20,989) -- -- -- (20,989)
Treasury shares............................. -- (288) -- 288 --
---------- -------- -------- --------- ----------
Total partners' capital............. 2,824,740 277,455 (34,509) (36,641) 3,031,045
---------- -------- -------- --------- ----------
Total liabilities and partners'
capital........................... $7,156,084 $334,172 $(24,509) $(217,958) $7,247,789
========== ======== ======== ========= ==========
</TABLE>
99.7-14
<PAGE> 15
---------------
(A) Represents the unaudited historical consolidated financial position of
AIMCO Properties as of September 30, 2000.
(B) Represents the unaudited historical consolidated financial position of OTEF
as of September 30, 2000.
(C) Represents the following transactions of OTEF immediately prior to the OTEF
Merger: (i) the exercise by AIMCO Properties of 652,125 options to acquire
BACs; (ii) the redemption at $860.25 of each outstanding status quo BAC,
for a total of $82; and (iii) the payment of the special distribution of
$50,000.
(D) Represents the following adjustments occurring as a result of the OTEF
Merger: (i) the issuance of $100,000 of Class P Preferred Stock, with a
dividend rate of 9%, as merger consideration to holders of OTEF BAC
interests outstanding as of September 30, 2000 and to the OTEF associate
general partner; (ii) the issuance of 2,405 shares of AIMCO Class A Common
Stock, valued at approximately $106,305 (based on $44.21 per share, which
is the average of the high and low reported sales prices of AIMCO Class A
common stock for the 20 trading-day period ending on November 30, 2000) as
merger consideration to holders of OTEF BAC interests outstanding as of
September 30, 2000 and to the OTEF associate general partner; (iii) the
payment of $2,585 to the Oxford principals and the OTEF independent
directors as additional consideration for the options to acquire BACs; (iv)
the reclassification of the OTEF options acquired by AIMCO Properties in
the Oxford Acquisition for $4,800, which is considered additional
consideration in connection with the OTEF Merger; (v) the elimination of
AIMCO Properties' investment in OTEF of $15,573, resulting from AIMCO
Properties' exercise of options to acquire BACs; and (vi) the allocation of
the purchase price of OTEF based on the preliminary estimates of relative
fair value of the asset and liabilities of OTEF. AIMCO contributed
substantially all the assets and liabilities of OTEF acquired in the OTEF
Merger to AIMCO Properties in exchange for Class P Preferred Units and
limited partnership units in AIMCO Properties ("OP Units"). The Class P
Preferred Units have terms substantially the same as the Class P Preferred
Stock and the OP Units have terms substantially the same as AIMCO Class A
Common Stock.
The total purchase price of OTEF is $285,407, as follows:
<TABLE>
<S> <C>
Issuance of Class P Preferred Stock......................... $ 100,000
Issuance of 2,405 shares of AIMCO Class A Common Stock...... 106,305
Reclassification of OTEF options purchased in the Oxford
Acquisition............................................... 4,800
Additional consideration paid to the Oxford principals and
the OTEF independent directors for the options to acquire
BACs...................................................... 2,585
Assumption of OTEF liabilities, including additional
borrowings by OTEF to pay a portion of the special
distribution.............................................. 66,717
Transaction costs........................................... 5,000
---------
Total............................................. $ 285,407
=========
The purchase price was allocated to the various assets of OTEF to be
acquired in the OTEF Merger, as follows:
Purchase Price.............................................. $ 285,407
Historical basis of OTEF assets, net of payment of cash by
OTEF for the redemption of the status quo BACs and payment
of the special distribution............................... (294,090)
---------
Reduction to record OTEF's assets at AIMCO Properties' costs
as a result of the OTEF Merger............................ $ (8,683)
=========
The reduction was applied to OTEF's assets based on their relative fair
values, as follows:
Reduction in investments in bonds and notes receivable...... $ (7,256)
Reduction in other assets................................... (1,427)
---------
Reduction to record OTEF's assets at AIMCO Properties' costs
as a result of the OTEF Merger............................ $ (8,683)
=========
</TABLE>
99.7-15
<PAGE> 16
<TABLE>
<S> <C>
The reduction in the assets of OTEF results from the excess of the
historical net assets acquired over the consideration given in the OTEF
Merger. The write-down required by purchase accounting in the pro forma
balance sheet has been applied to all non-current assets of OTEF.
As of September 30, 2000, OTEF's partners' capital (after the redemption of
the status quo BACs, AIMCO Properties' exercise of options to acquire BACs
and the payment of the special distribution) was $242,946, which is detailed
as follows:
General Partners' capital................................... $ (1,670)
Limited Partners' capital (after the redemption of the
status quo BACs and the payment of the special
distribution)............................................. 159,493
Accumulated other comprehensive income...................... 85,411
Treasury shares............................................. (288)
---------
Total partners' capital..................................... $ 242,946
=========
Upon completion of the OTEF Merger, the entire amount of OTEF partners'
capital is eliminated.
</TABLE>
(E) Represents the receipt of cash by OTEF from the exercise of 652,125 BACs by
AIMCO Properties at an exercise price of $23.88 per BAC.
(F) Represents the exercise of 652,125 BACs by AIMCO Properties at an exercise
price of $23.88 per BAC. AIMCO Properties' investment in OTEF is recorded
in Other assets.
(G) Represents the elimination of the investment in bonds with the secured
tax-exempt bond financing on OTEF properties that are consolidated by
AIMCO Properties.
99.7-16
<PAGE> 17
AIMCO PROPERTIES, L.P.
PRO FORMA CONDENSED CONSOLIDATED STATEMENT OF OPERATIONS (MERGER)
FOR THE YEAR ENDED DECEMBER 31, 1999
(IN THOUSANDS, EXCEPT PER UNIT DATA)
(UNAUDITED)
<TABLE>
<CAPTION>
ADJUSTMENTS
----------------------------------------------------
PRE-MERGER OTEF OTEF MERGER
PRO FORMA OTEF REDEMPTION MERGER PRO FORMA
TOTAL(A) HISTORICAL(B) AND DISTRIBUTION(C) ADJUSTMENTS(D) TOTAL
---------- ------------- ------------------- -------------- ---------
<S> <C> <C> <C> <C> <C>
RENTAL PROPERTY OPERATIONS
Rental and other property
revenues......................... $ 641,744 $ -- $ -- $ -- $ 641,744
Property operating expenses........ (262,655) -- -- -- (262,655)
Owned property management
expense.......................... (19,592) -- -- -- (19,592)
Depreciation....................... (157,200) -- -- -- (157,200)
--------- ------- ----- -------- ---------
Income from property operations.... 202,297 -- -- -- 202,297
--------- ------- ----- -------- ---------
SERVICE COMPANY BUSINESS
Management fees and other income... 44,212 -- -- -- 44,212
Management and other expenses...... (25,470) -- -- -- (25,470)
--------- ------- ----- -------- ---------
Income from service company
business......................... 18,742 -- -- -- 18,742
--------- ------- ----- -------- ---------
General and administrative
expense.......................... (12,016) (2,512) 1,236(E) (13,292)
Interest expense................... (199,029) (2,121) (783) 13,440(F)
(202)(G) (188,695)
Interest income.................... 74,727 24,607 -- 726(H)
-- (13,440)(F) 86,620
Equity in losses of
unconsolidated real estate
partnerships................... (10,116) -- -- -- (10,116)
Equity in losses of unconsolidated
subsidiaries..................... (22,166) -- -- -- (22,166)
Loss from IPLP exchange and
assumption....................... (684) -- -- -- (684)
Minority interest in other
entities......................... (4,284) -- -- -- (4,284)
Amortization of intangibles........ (5,860) -- -- -- (5,860)
--------- ------- ----- -------- ---------
Net income......................... $ 41,611 $19,974 $(783) $ 1,760 $ 62,562
========= ======= ===== ======== =========
Net income allocable to preferred
unitholders...................... $ 63,434 $ 9,000(I) $ 72,434
========= ======== =========
Net income (loss) allocable to
common unitholders............... $ (21,823) $ (9,872)
========= =========
Basis earnings (loss) per common
unit............................. $ (0.31) $ (0.14)
========= =========
Diluted earnings (loss) per common
unit............................. $ (0.31) $ (0.14)
========= =========
Weighted average common units
outstanding...................... 69,901 2,405(J) 72,306
========= ======== =========
Weighted average common units and
common unit equivalents
outstanding...................... 69,901 2,405(J) 72,306(K)
========= ======== =========
</TABLE>
97.7-17
<PAGE> 18
---------------
(A) Represents AIMCO Properties' pro forma consolidated results of operations
for the year ended December 31, 1999, which gives effect to (i) the Regency
Acquisition; (ii) the Dreyfuss Acquisitions; and (iii) the Oxford
Acquisition. See "Pro Forma Financial Information (Pre-Merger)."
(B) Represents the audited historical consolidated results of operations of
OTEF for the year ended December 31, 1999.
(C) Represents additional interest expense due to the additional borrowings by
OTEF of $10,000 to pay a portion of the special distribution.
(D) Represents the following adjustments occurring as a result of the OTEF
Merger: (i) the amortization of the discount on the bonds and notes
receivable; (ii) the reduction in general and administrative costs that are
nonrecurring; (iii) the allocation of income to the Class P Preferred Units
issued in connection with the OTEF Merger, at a dividend rate of 9%; and
(iv) the issuance of OP Units in connection with the OTEF Merger.
(E) Represents adjustment for the reduction in general and administrative costs
that are nonrecurring for AIMCO Properties.
(F) Represents the elimination of the interest income on the investment in
bonds with the interest expense on the secured tax-exempt bond financing on
OTEF properties that are consolidated by AIMCO Properties.
(G) Represents adjustment for interest expense on additional borrowings for the
additional consideration to the Oxford principals and the OTEF independent
directors.
(H) Represents adjustment to amortize the discount on the bonds and notes
receivable purchased from OTEF, using the effective interest method over
the estimated lives of the bonds and notes receivable.
(I) Represents the allocation of income to the Class P Preferred Units issued
in connection with the OTEF Merger, at a dividend rate of 9%.
(J) Represents the number of OP Units to be issued in connection with the
OTEF Merger.
(K) On pro forma basis, there is a net loss allocable to common unitholders.
As a result, there are no common unit equivalents included for the
computation of diluted earnings (loss) per common unit as they would be
antidilutive.
99.7-18
<PAGE> 19
AIMCO PROPERTIES, L.P.
PRO FORMA CONDENSED CONSOLIDATED STATEMENT OF OPERATIONS (MERGER)
FOR THE NINE MONTHS ENDED SEPTEMBER 30, 2000
(IN THOUSANDS, EXCEPT PER UNIT DATA)
(UNAUDITED)
<TABLE>
<CAPTION>
ADJUSTMENTS
PRE-MERGER ----------------------------------- OTEF MERGER
PRO FORMA OTEF OTEF REDEMPTION MERGER PRO FORMA
TOTAL(A) HISTORICAL(B) AND DISTRIBUTION(C) ADJUSTMENTS(D) TOTAL
---------- ------------- ------------------- -------------- ---------
<S> <C> <C> <C> <C> <C>
RENTAL PROPERTY OPERATIONS
Rental and other property
revenues....................... $ 792,138 $ -- $ -- $ -- $ 792,138
Property operating expenses...... (318,710) -- -- -- (318,710)
Owned property management
expense........................ (11,172) -- -- -- (11,172)
Depreciation..................... (234,049) -- -- -- (234,049)
--------- ------- ----- --------- ---------
Income from property
operations..................... 228,207 -- -- -- 228,207
--------- ------- ----- --------- ---------
SERVICE COMPANY BUSINESS
Management fees and other
income......................... 37,062 -- -- -- 37,062
Management and other expenses.... (23,602) -- -- -- (23,602)
--------- ------- ----- --------- ---------
Income from service company
business....................... 13,460 -- -- -- 13,460
--------- ------- ----- --------- ---------
General and administrative
expense........................ (9,589) (1,939) -- 839(E) (10,689)
Interest expense................. (222,681) (1,943) (688) 10,080(F)
(178)(G) (215,410)
Interest income.................. 57,643 18,539 -- 544(H)
-- (10,080)(F) 66,646
Equity in losses of
unconsolidated real estate
partnerships................... (7,086) -- -- -- (7,086)
Equity in losses of
unconsolidated subsidiaries.... (3,718) -- -- -- (3,718)
Minority interest in other
entities....................... (10,143) -- -- -- (10,143)
Amortization of intangibles...... (4,563) -- -- -- (4,563)
--------- ------- ----- --------- ---------
Income from operations........... 41,530 14,657 (688) 1,205 56,704
Gain on disposition of
securities..................... -- 23,499 -- (23,499)(I) --
--------- ------- ----- --------- ---------
Net income (loss)................ $ 41,530 $38,156 $(688) $ (22,294) $ 56,704
========= ======= ===== ========= =========
Net income allocable to preferred
unitholders.................... $ 50,476 $ 6,750(J) $ 57,226
========= ========= =========
Net income (loss) allocable to
common unitholders............. $ (8,946) $ (522)
========= =========
Basis earnings (loss) per common
unit........................... $ (0.12) $ (0.01)
========= =========
Diluted earnings (loss) per
common unit.................... $ (0.12) $ (0.01)
========= =========
Weighted average common units
outstanding.................... 73,854 2,405(K) 76,259
========= ========= =========
Weighted average common units
and common unit equivalents
outstanding.................... 73,854 2,405(K) 76,259(L)
========= ========= =========
</TABLE>
99.7-19
<PAGE> 20
---------------
(A) Represents AIMCO Properties' pro forma consolidated results of operations
for the nine months ended September 30, 2000, which gives effect to (i) the
2000 Dreyfuss Acquisition; and (ii) the Oxford Acquisition. See "Pro Forma
Financial Information (Pre-Merger)."
(B) Represents the unaudited historical consolidated results of operations of
OTEF for the nine months ended September 30, 2000.
(C) Represents additional interest expense due to the additional borrowings by
OTEF of $10,000 to pay a portion of the special distribution.
(D) Represents the following adjustments occurring as a result of the OTEF
Merger: (i) the amortization of the discount on the bonds and notes
receivable; (ii) the reduction in general and administrative costs that are
nonrecurring; (iii) the elimination of OTEF's historical gain on
disposition of securities; (iv) the allocation of income to the Class P
Preferred Units issued in connection with the OTEF Merger, at a dividend
rate of 9%; and (v) the issuance of OP Units in connection with the OTEF
Merger.
(E) Represents adjustment for the reduction in general and administrative costs
that are nonrecurring for AIMCO Properties.
(F) Represents the elimination of the interest income on the investment in
bonds with the interest expense on the secured tax-exempt bond financing on
OTEF properties that are consolidated by AIMCO Properties.
(G) Represents adjustment for interest expense on additional borrowings for the
additional consideration to the Oxford principals and the OTEF independent
directors.
(H) Represents adjustment to amortize the discount on the bonds and notes
receivable purchased from OTEF, using the effective interest method over
the estimated lives of the bonds and notes receivable.
(I) Represents adjustment to eliminate OTEF's historical gain on disposition of
securities.
(J) Represents the allocation of income to the Class P Preferred Units issued
in connection with the OTEF Merger, at a dividend rate of 9%.
(K) Represents the number of OP Units to be issued in connection with the OTEF
Merger.
(L) On a pro forma basis, there is a net loss allocable to common unitholders.
As a result, there are no common unit equivalents included for the
computation of diluted earnings (loss) per common unit as they would be
antidilutive.
99.7-20
