Apartment Investment & Management Co 8-K/A, filed Oct 14, 2025
Apartment Investment & Management Co (AIV)
About this 8-K/A
Apartment Investment & Management Co filed this 8-K/A on October 14, 2025, reporting on events of September 9, 2025.
Items reported
- Item 8.01: Other events
- Item 9.01: Financial statements and exhibits
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
FORM
Amendment No. 1
CURRENT REPORT
PURSUANT TO SECTION 13 OR 15(d) OF THE
SECURITIES EXCHANGE ACT OF 1934
Date of Report (Date of earliest event reported):
(Exact name of registrant as specified in its charter)
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(State or other jurisdiction |
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(Commission |
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(I.R.S. Employer |
of incorporation or organization) |
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File Number) |
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Identification No.) |
(Address of principal executive offices) (Zip Code)
Registrant’s telephone number, including area code: (
NOT APPLICABLE
(Former name or Former Address, if changed since last report)
Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions:
Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425) |
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Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12) |
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Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b)) |
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Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c)) |
Securities registered pursuant to section 12(b) of the Act: |
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Title of each class |
Trading Symbol(s) |
Name of each exchange on which registered |
Apartment Investment and Management Company |
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Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (§230.405 of this chapter) or Rule 12b-2 of the Securities Exchange Act of 1934 (§240.12b-2 of this chapter).
Emerging growth company
If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the exchange act. ☐
Item 8.01 Other Events.
As previously reported, on August 5, 2025, certain subsidiaries of Apartment Investment and Management Company (“Aimco”) and Aimco OP L.P. (collectively, the “Company” or “Seller”) entered into one Agreement of Purchase and Sale (the “Agreement”) with HGI Acquisitions, LLC (the “Purchaser”). The Purchaser is not affiliated with the Seller. Under the terms of the Agreement, the Seller agreed to sell to the Purchaser, five properties located in suburban Boston (Massachusetts, New Hampshire, and Rhode Island) (the “Boston Portfolio”) for an aggregate purchase price of $740 million. On September 9, 2025, the Company completed the sale of four of the five properties located in suburban Boston to the Purchaser for an aggregate purchase price of $490 million with the fifth property closing at a later date to accommodate the assumption of the property loan pursuant to the terms of the Agreement. On September 15, 2025, the Company filed a Current Report on Form 8-K (the “Original Form 8-K”), which included the unaudited pro forma financial information of these four properties.
Cautionary Statement Regarding Forward-Looking Statements
This Current Report on Form 8-K contains certain forward-looking statements within the meaning of the federal securities laws. Forward-looking statements include all statements that are not historical statements of fact and those regarding our intent, belief, or expectations. Words such as “anticipate(s),” “expect(s),” “intend(s),” “plan(s),” “believe(s),” “may,” “will,” “would,” “could,” “should,” “seek(s),” “forecast(s),” and similar expressions, or the negative of these terms, are intended to identify such forward-looking statements. These statements, including those regarding the timing of asset sales and the timing and amount of capital expected to be returned to stockholders, are not guarantees of future performance, condition or results, and involve a number of known and unknown risks, uncertainties, and assumptions that may affect actual results or outcomes, including changes in market conditions, fluctuations in our stock price, our financial performance, regulatory changes, and general economic conditions. Readers should carefully review the Company's financial statements and the notes thereto, as well as the section entitled “Risk Factors” in Item 1A of Company’s Annual Report on Form 10-K for the year ended December 31, 2024, as these filings identify and address important risks and uncertainties that could cause actual events and results to differ materially from those contained in the forward-looking statements. These forward-looking statements reflect management's judgment as of this date, and the Company assumes no (and disclaims any) obligation to revise or update them to reflect future events or circumstances.
Item 9.01 Financial Statements and Exhibits
(b) Pro Forma Financial Information
The following unaudited pro forma financial information of the Company, which reflect the sale of the Company’s interests in the Boston Portfolio to the Purchaser, are filed as Exhibit 99.1 to this Current Report.
(d) The following exhibits are filed with this report:
Exhibit No. |
Description |
Unaudited Pro Forma Condensed Consolidated Financial Statements of Aimco and Aimco OP L.P. |
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104 |
Cover Page Interactive Data File (embedded within the Inline XBRL document) |
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 hereunto duly authorized.
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Dated: October 14, 2025 |
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APARTMENT INVESTMENT AND MANAGEMENT COMPANY |
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/s/ H. Lynn C. Stanfield |
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H. Lynn C. Stanfield |
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Executive Vice President and Chief Financial Officer |
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AIMCO OP L.P. |
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By: Aimco OP GP, LLC, its general partner By: Apartment Investment and Management Company, its managing member |
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/s/ H. Lynn C. Stanfield |
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H. Lynn C. Stanfield |
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Executive Vice President and Chief Financial Officer |
Exhibit 99.1
APARTMENT INVESTMENT AND MANAGEMENT COMPANY
AIMCO OP L.P.
(Unaudited)
As previously reported, on August 5, 2025, the Company entered into a single purchase and sale agreement to sell five properties located in Massachusetts, New Hampshire, and Rhode Island (the “Boston Portfolio”) for $740 million. On September 9, 2025, the Company completed the first closing of the Boston Portfolio for gross sales proceeds of $490 million. The first closing represents four of the five properties (the “First Boston Closing”) in the Boston Portfolio. Our revolving credit facility was secured primarily with the properties associated with the First Boston Closing. As of the First Boston Closing, the revolving credit facility bank commitments ended and sale proceeds were used to repay the outstanding balance on the credit facility. On September 15, 2025, the Company declared a special cash dividend of $2.23 per share to be paid from the proceeds of the First Boston Closing.
On October 3, 2025, the Company completed the second closing of the fifth Boston Portfolio property for gross sales proceeds of $250 million (“Second Boston Closing”). In connection with the Second Boston Closing, $173.4 million of non-recourse property debt was assumed by the Purchaser. The Company plans to use the incremental net proceeds from the sale, paid in cash, to reduce leverage and for general corporate purposes.
The Company has determined that the transaction has met the criteria under Accounting Standards Codification 205-20, Presentation of Financial Statements – Discontinued Operations (“ASC 205-20”) to be classified as a discontinued operation, as the sale represents a strategic shift that will have a significant effect on the Company’s operations and financial results. The Company will account for the Boston Portfolio as a discontinued operation beginning with its Quarterly Report on Form 10-Q for the quarter ended September 30, 2025.
The unaudited pro forma condensed consolidated financial statements presented below have been prepared in accordance with Article 11 of Regulation S-X and were derived from the Company’s historical consolidated financial statements. The unaudited pro forma condensed consolidated balance sheet as of June 30, 2025, reflects the First Boston Closing and the Second Boston Closing and related adjustments as if they occurred on such date. The unaudited pro forma condensed consolidated statements of operations for the six months ended June 30, 2025, and for each of the years ended December 31, 2024, 2023, and 2022, reflect the First Boston Closing and Second Boston Closing and related adjustments as if they occurred on January 1, 2022.
The unaudited pro forma condensed consolidated financial statements and the accompanying notes should be read in conjunction with the Company's:
– Annual Report on Form 10-K for the year ended December 31, 2024, filed with the Securities and Exchange Commission (the "SEC") on February 24, 2025; and
– Quarterly Report on Form 10-Q for the three months ended June 30, 2025, filed with the SEC on August 11, 2025.
The unaudited pro forma condensed consolidated financial information is provided for informational purposes only and does not purport to represent the Company’s actual financial condition or results of operations had the First Boston Closing and Second Boston Closing occurred on the dates indicated, nor does it project the Company’s results of operations or financial condition for any future period or date. The Company has prepared the unaudited pro forma condensed consolidated financial information based on available information using certain assumptions that it believes are reasonable. As a result, the actual results reported by the Company in periods following the First Boston Closing and Second Boston Closing may differ materially from this unaudited pro forma condensed consolidated financial information.
1
APARTMENT INVESTMENT AND MANAGEMENT COMPANY
PRO FORMA CONDENSED CONSOLIDATED BALANCE SHEET
As of June 30, 2025
(In thousands, except share data)
(Unaudited)
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Transaction Accounting Adjustments |
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As Reported |
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First Boston Closing |
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Second Boston Closing |
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Other |
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Pro Forma |
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(a) |
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(b) |
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(c) |
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(d) |
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ASSETS |
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Buildings and improvements |
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$ |
1,379,865 |
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$ |
(141,376 |
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$ |
(61,548 |
) |
(c1) |
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$ |
— |
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$ |
1,176,941 |
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Land |
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397,767 |
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(83,070 |
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(68,231 |
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(c1) |
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— |
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246,466 |
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Total real estate |
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1,777,632 |
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(224,446 |
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(129,779 |
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— |
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1,423,407 |
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Accumulated depreciation |
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(508,074 |
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121,113 |
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54,588 |
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(c1) |
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— |
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(332,373 |
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Net real estate |
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1,269,558 |
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(103,333 |
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(75,191 |
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— |
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1,091,034 |
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Cash and cash equivalents |
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41,385 |
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403,047 |
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68,532 |
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(c2) |
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(44,611 |
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468,353 |
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Restricted cash |
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26,428 |
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— |
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— |
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1,575 |
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28,003 |
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Notes receivable |
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59,847 |
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— |
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— |
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— |
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59,847 |
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Right-of-use lease assets - finance leases |
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107,077 |
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— |
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— |
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— |
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107,077 |
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Other assets, net |
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89,623 |
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7,209 |
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(897 |
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(c3) |
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(112 |
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95,823 |
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Assets held for sale, net |
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275,892 |
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— |
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— |
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— |
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275,892 |
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Total assets |
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$ |
1,869,810 |
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$ |
306,923 |
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$ |
(7,556 |
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$ |
(43,148 |
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$ |
2,126,029 |
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LIABILITIES AND EQUITY |
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Non-recourse property debt, net |
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$ |
685,031 |
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$ |
(67,449 |
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$ |
(172,877 |
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(c4) |
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$ |
— |
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$ |
444,705 |
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Non-recourse construction loans, net |
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370,601 |
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— |
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— |
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— |
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370,601 |
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Revolving credit facility |
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42,800 |
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— |
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— |
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(42,800 |
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— |
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Total indebtedness |
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1,098,432 |
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(67,449 |
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(172,877 |
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(42,800 |
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815,306 |
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Deferred tax liabilities |
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102,187 |
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— |
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— |
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— |
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102,187 |
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Lease liabilities - finance leases |
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123,664 |
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— |
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— |
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— |
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123,664 |
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Dividends payable |
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998 |
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— |
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— |
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— |
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998 |
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Accrued liabilities and other |
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102,239 |
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(3,456 |
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10,333 |
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(c1) |
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(236 |
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108,880 |
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Liabilities related to assets held for sale, net |
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159,842 |
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— |
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— |
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— |
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159,842 |
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Total liabilities |
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1,587,362 |
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(70,905 |
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(162,544 |
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(43,036 |
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1,310,877 |
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Redeemable noncontrolling interests in consolidated real estate partnerships |
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146,106 |
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— |
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— |
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— |
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146,106 |
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Equity (510,587,500 shares authorized at both June 30, 2025 and December 31, 2024): |
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Common Stock, $0.01 par value, 137,376,505 and 136,351,966 shares issued and outstanding at June 30, 2025 and December 31, 2024, respectively |
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1,374 |
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— |
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— |
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— |
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1,374 |
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Additional paid-in capital |
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426,730 |
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— |
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— |
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— |
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426,730 |
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Retained earnings (deficit) |
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(336,454 |
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358,181 |
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146,929 |
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(106 |
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168,550 |
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Total Aimco equity |
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91,650 |
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358,181 |
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146,929 |
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(106 |
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596,654 |
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Noncontrolling interests in consolidated real estate partnerships |
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39,665 |
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— |
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— |
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— |
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39,665 |
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Common noncontrolling interests in Aimco Operating Partnership |
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5,027 |
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19,647 |
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8,059 |
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(6 |
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32,727 |
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Total equity |
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136,342 |
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377,828 |
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154,988 |
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(c5) |
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(112 |
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669,046 |
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Total liabilities and equity |
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$ |
1,869,810 |
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$ |
306,923 |
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$ |
(7,556 |
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$ |
(43,148 |
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$ |
2,126,029 |
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See accompanying notes to the pro forma condensed consolidated financial statements.
2
AIMCO OP L.P.
PRO FORMA CONDENSED CONSOLIDATED BALANCE SHEET
As of June 30, 2025
(In thousands, except unit data)
(Unaudited)
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Transaction Accounting Adjustments |
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As Reported |
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First Boston Closing |
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Second Boston Closing |
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Other |
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Pro Forma |
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(a) |
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(b) |
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(c) |
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(d) |
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ASSETS |
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Buildings and improvements |
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$ |
1,379,865 |
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$ |
(141,376 |
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$ |
(61,548 |
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(c1) |
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$ |
— |
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$ |
1,176,941 |
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Land |
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397,767 |
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(83,070 |
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(68,231 |
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(c1) |
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— |
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246,466 |
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Total real estate |
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1,777,632 |
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(224,446 |
) |
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(129,779 |
) |
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— |
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1,423,407 |
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Accumulated depreciation |
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(508,074 |
) |
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121,113 |
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54,588 |
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(c1) |
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— |
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(332,373 |
) |
Net real estate |
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1,269,558 |
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(103,333 |
) |
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(75,191 |
) |
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— |
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1,091,034 |
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Cash and cash equivalents |
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41,385 |
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403,047 |
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68,532 |
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(c2) |
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(44,611 |
) |
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468,353 |
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Restricted cash |
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26,428 |
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— |
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— |
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1,575 |
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28,003 |
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Notes receivable |
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59,847 |
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— |
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— |
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— |
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59,847 |
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Right-of-use lease assets - finance leases |
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107,077 |
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— |
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— |
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— |
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107,077 |
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Other assets, net |
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89,623 |
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7,209 |
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(897 |
) |
(c3) |
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(112 |
) |
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95,823 |
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Assets held for sale, net |
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275,892 |
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— |
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— |
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— |
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275,892 |
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Total assets |
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$ |
1,869,810 |
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$ |
306,923 |
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$ |
(7,556 |
) |
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$ |
(43,148 |
) |
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$ |
2,126,029 |
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LIABILITIES AND EQUITY |
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Non-recourse property debt, net |
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$ |
685,031 |
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$ |
(67,449 |
) |
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$ |
(172,877 |
) |
(c4) |
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$ |
— |
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$ |
444,705 |
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Non-recourse construction loans, net |
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370,601 |
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— |
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— |
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— |
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370,601 |
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Revolving credit facility |
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42,800 |
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— |
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— |
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(42,800 |
) |
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— |
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Total indebtedness |
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1,098,432 |
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(67,449 |
) |
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(172,877 |
) |
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(42,800 |
) |
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815,306 |
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Deferred tax liabilities |
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102,187 |
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— |
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— |
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— |
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102,187 |
|
Lease liabilities - finance leases |
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123,664 |
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— |
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— |
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|
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— |
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|
123,664 |
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Dividends payable |
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|
998 |
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— |
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— |
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— |
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|
998 |
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Accrued liabilities and other |
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102,239 |
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(3,456 |
) |
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10,333 |
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(c1) |
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(236 |
) |
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|
108,880 |
|
Liabilities related to assets held for sale, net |
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|
159,842 |
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— |
|
|
|
— |
|
|
|
|
— |
|
|
|
159,842 |
|
Total liabilities |
|
|
1,587,362 |
|
|
|
(70,905 |
) |
|
|
(162,544 |
) |
|
|
|
(43,036 |
) |
|
|
1,310,877 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|||||
Redeemable noncontrolling interests in consolidated real estate partnerships |
|
|
146,106 |
|
|
|
— |
|
|
|
— |
|
|
|
|
— |
|
|
|
146,106 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|||||
Partners’ capital: |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|||||
General Partner and Special Limited Partner |
|
|
91,650 |
|
|
|
358,181 |
|
|
|
146,929 |
|
|
|
|
(106 |
) |
|
|
596,654 |
|
Limited Partners |
|
|
5,027 |
|
|
|
19,647 |
|
|
|
8,059 |
|
|
|
|
(6 |
) |
|
|
32,727 |
|
Partners’ capital attributable to Aimco Operating Partnership |
|
|
96,677 |
|
|
|
377,828 |
|
|
|
154,988 |
|
(c5) |
|
|
(112 |
) |
|
|
629,381 |
|
Noncontrolling interests in consolidated real estate partnerships |
|
|
39,665 |
|
|
|
— |
|
|
|
— |
|
|
|
|
— |
|
|
|
39,665 |
|
Total partners’ capital |
|
|
136,342 |
|
|
|
377,828 |
|
|
|
154,988 |
|
|
|
|
(112 |
) |
|
|
669,046 |
|
Total liabilities and partners’ capital |
|
$ |
1,869,810 |
|
|
$ |
306,923 |
|
|
$ |
(7,556 |
) |
|
|
$ |
(43,148 |
) |
|
$ |
2,126,029 |
|
See accompanying notes to the pro forma condensed consolidated financial statements.
3
APARTMENT INVESTMENT AND MANAGEMENT COMPANY
PRO FORMA CONDENSED CONSOLIDATED STATEMENTS OF OPERATIONS
For the six months ended June 30, 2025
(In thousands, except per share data)
(Unaudited)
|
|
|
|
|
Transaction Accounting Adjustments |
|
|
|
|
|||||||||||
|
|
As Reported |
|
|
First Boston Closing |
|
|
Second Boston Closing |
|
|
Other |
|
|
Pro Forma |
|
|||||
|
|
(e) |
|
|
(f) |
|
|
(g) |
|
|
(h) |
|
|
|
|
|||||
REVENUES |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|||||
Rental and other property revenues |
|
$ |
105,110 |
|
|
$ |
(23,962 |
) |
|
$ |
(12,433 |
) |
|
$ |
— |
|
|
$ |
68,715 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|||||
OPERATING EXPENSES |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|||||
Property operating expenses |
|
|
46,257 |
|
|
|
(7,997 |
) |
|
|
(3,960 |
) |
|
|
— |
|
|
|
34,300 |
|
Depreciation and amortization |
|
|
32,784 |
|
|
|
(3,258 |
) |
|
|
(825 |
) |
|
|
— |
|
|
|
28,701 |
|
General and administrative expenses |
|
|
15,978 |
|
|
|
— |
|
|
|
— |
|
|
|
— |
|
|
|
15,978 |
|
Total operating expenses |
|
|
95,019 |
|
|
|
(11,255 |
) |
|
|
(4,785 |
) |
|
|
— |
|
|
|
78,979 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|||||
Interest income |
|
|
3,638 |
|
|
|
— |
|
|
|
— |
|
|
|
— |
|
|
|
3,638 |
|
Interest expense |
|
|
(35,440 |
) |
|
|
1,212 |
|
|
|
4,034 |
|
|
|
662 |
|
|
|
(29,532 |
) |
Realized and unrealized gains (losses) on interest rate contracts |
|
|
(333 |
) |
|
|
— |
|
|
|
— |
|
|
|
— |
|
|
|
(333 |
) |
Realized and unrealized gains (losses) on equity investments |
|
|
(607 |
) |
|
|
— |
|
|
|
— |
|
|
|
— |
|
|
|
(607 |
) |
Other income (expense), net |
|
|
(551 |
) |
|
|
— |
|
|
|
— |
|
|
|
— |
|
|
|
(551 |
) |
Income (loss) before income tax |
|
|
(23,202 |
) |
|
|
(11,495 |
) |
|
|
(3,614 |
) |
|
|
662 |
|
|
|
(37,649 |
) |
Income tax benefit (expense) |
|
|
(5,486 |
) |
|
|
— |
|
|
|
— |
|
|
|
— |
|
|
|
(5,486 |
) |
Net income (loss) from continuing operations |
|
|
(28,688 |
) |
|
|
(11,495 |
) |
|
|
(3,614 |
) |
|
|
662 |
|
|
|
(43,135 |
) |
Net (income) loss from continuing operations attributable to redeemable noncontrolling interests in consolidated real estate partnerships |
|
|
(5,829 |
) |
|
|
— |
|
|
|
— |
|
|
|
— |
|
|
|
(5,829 |
) |
Net (income) loss from continuing operations attributable to noncontrolling interests in consolidated real estate partnerships |
|
|
(528 |
) |
|
|
— |
|
|
|
— |
|
|
|
— |
|
|
|
(528 |
) |
Net (income) loss from continuing operations attributable to common noncontrolling interests in Aimco Operating Partnership |
|
|
1,824 |
|
|
|
598 |
|
|
|
188 |
|
|
|
(34 |
) |
|
|
2,576 |
|
Net income (loss) from continuing operations attributable to Aimco |
|
$ |
(33,221 |
) |
|
$ |
(10,897 |
) |
|
$ |
(3,426 |
) |
|
$ |
628 |
|
|
$ |
(46,916 |
) |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|||||
Net income (loss) from continuing operations attributable to Aimco per common share – basic |
|
$ |
(0.24 |
) |
|
|
|
|
|
|
|
|
|
|
$ |
(0.34 |
) |
|||
Net income (loss) from continuing operations attributable to Aimco per common share – diluted |
|
$ |
(0.24 |
) |
|
|
|
|
|
|
|
|
|
|
$ |
(0.34 |
) |
|||
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|||||
Weighted-average common shares outstanding – basic |
|
|
137,123 |
|
|
|
|
|
|
|
|
|
|
|
|
137,123 |
|
|||
Weighted-average common shares outstanding – diluted |
|
|
137,123 |
|
|
|
|
|
|
|
|
|
|
|
|
137,123 |
|
|||
See accompanying notes to the pro forma condensed consolidated financial statements.
4
AIMCO OP L.P.
PRO FORMA CONDENSED CONSOLIDATED STATEMENTS OF OPERATIONS
For the six months ended June 30, 2025
(In thousands, except per unit data)
(Unaudited)
|
|
|
|
|
Transaction Accounting Adjustments |
|
|
|
|
|||||||||||
|
|
As Reported |
|
|
First Boston Closing |
|
|
Second Boston Closing |
|
|
Other |
|
|
Pro Forma |
|
|||||
|
|
(e) |
|
|
(f) |
|
|
(g) |
|
|
(h) |
|
|
|
|
|||||
REVENUES |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|||||
Rental and other property revenues |
|
$ |
105,110 |
|
|
$ |
(23,962 |
) |
|
$ |
(12,433 |
) |
|
$ |
— |
|
|
$ |
68,715 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|||||
OPERATING EXPENSES |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|||||
Property operating expenses |
|
|
46,257 |
|
|
|
(7,997 |
) |
|
|
(3,960 |
) |
|
|
— |
|
|
|
34,300 |
|
Depreciation and amortization |
|
|
32,784 |
|
|
|
(3,258 |
) |
|
|
(825 |
) |
|
|
— |
|
|
|
28,701 |
|
General and administrative expenses |
|
|
15,978 |
|
|
|
— |
|
|
|
— |
|
|
|
— |
|
|
|
15,978 |
|
Total operating expenses |
|
|
95,019 |
|
|
|
(11,255 |
) |
|
|
(4,785 |
) |
|
|
— |
|
|
|
78,979 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|||||
Interest income |
|
|
3,638 |
|
|
|
— |
|
|
|
— |
|
|
|
— |
|
|
|
3,638 |
|
Interest expense |
|
|
(35,440 |
) |
|
|
1,212 |
|
|
|
4,034 |
|
|
|
662 |
|
|
|
(29,532 |
) |
Realized and unrealized gains (losses) on interest rate contracts |
|
|
(333 |
) |
|
|
— |
|
|
|
— |
|
|
|
— |
|
|
|
(333 |
) |
Realized and unrealized gains (losses) on equity investments |
|
|
(607 |
) |
|
|
— |
|
|
|
— |
|
|
|
— |
|
|
|
(607 |
) |
Other income (expense), net |
|
|
(551 |
) |
|
|
— |
|
|
|
— |
|
|
|
— |
|
|
|
(551 |
) |
Income (loss) before income tax |
|
|
(23,202 |
) |
|
|
(11,495 |
) |
|
|
(3,614 |
) |
|
|
662 |
|
|
|
(37,649 |
) |
Income tax benefit (expense) |
|
|
(5,486 |
) |
|
|
— |
|
|
|
— |
|
|
|
— |
|
|
|
(5,486 |
) |
Net income (loss) from continuing operations |
|
|
(28,688 |
) |
|
|
(11,495 |
) |
|
|
(3,614 |
) |
|
|
662 |
|
|
|
(43,135 |
) |
Net (income) loss from continuing operations attributable to redeemable noncontrolling interests in consolidated real estate partnerships |
|
|
(5,829 |
) |
|
|
— |
|
|
|
— |
|
|
|
— |
|
|
|
(5,829 |
) |
Net (income) loss from continuing operations attributable to noncontrolling interests in consolidated real estate partnerships |
|
|
(528 |
) |
|
|
— |
|
|
|
— |
|
|
|
— |
|
|
|
(528 |
) |
Net income (loss) from continuing operations attributable to Aimco Operating |
|
$ |
(35,045 |
) |
|
$ |
(11,495 |
) |
|
$ |
(3,614 |
) |
|
$ |
662 |
|
|
$ |
(49,492 |
) |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|||||
Net income (loss) from continuing operations attributable to Aimco Operating Partnership per common unit – basic |
|
$ |
(0.24 |
) |
|
|
|
|
|
|
|
|
|
|
$ |
(0.34 |
) |
|||
Net income (loss) from continuing operations attributable to Aimco Operating Partnership per common unit – diluted |
|
$ |
(0.24 |
) |
|
|
|
|
|
|
|
|
|
|
$ |
(0.34 |
) |
|||
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|||||
Weighted-average common units outstanding – basic |
|
|
144,671 |
|
|
|
|
|
|
|
|
|
|
|
|
144,671 |
|
|||
Weighted-average common units outstanding – diluted |
|
|
144,671 |
|
|
|
|
|
|
|
|
|
|
|
|
144,671 |
|
|||
See accompanying notes to the pro forma condensed consolidated financial statements.
5
APARTMENT INVESTMENT AND MANAGEMENT COMPANY
PRO FORMA CONDENSED CONSOLIDATED STATEMENTS OF OPERATIONS
For the year ended December 31, 2024
(In thousands, except per share data)
(Unaudited)
|
|
|
|
|
Transaction Accounting Adjustments |
|
|
|
|
|||||||||||
|
|
As Reported |
|
|
First Boston Closing |
|
|
Second Boston Closing |
|
|
Other |
|
|
Pro Forma |
|
|||||
|
|
(e) |
|
|
(f) |
|
|
(g) |
|
|
(h) |
|
|
|
|
|||||
REVENUES |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|||||
Rental and other property revenues |
|
$ |
208,679 |
|
|
$ |
(47,213 |
) |
|
$ |
(23,766 |
) |
|
$ |
— |
|
|
$ |
137,700 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|||||
OPERATING EXPENSES |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|||||
Property operating expenses |
|
|
90,984 |
|
|
|
(15,239 |
) |
|
|
(7,668 |
) |
|
|
— |
|
|
|
68,077 |
|
Depreciation and amortization |
|
|
86,359 |
|
|
|
(6,668 |
) |
|
|
(2,558 |
) |
|
|
— |
|
|
|
77,133 |
|
General and administrative expenses |
|
|
32,837 |
|
|
|
— |
|
|
|
— |
|
|
|
— |
|
|
|
32,837 |
|
Total operating expenses |
|
|
210,180 |
|
|
|
(21,907 |
) |
|
|
(10,226 |
) |
|
|
— |
|
|
|
178,047 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|||||
Interest income |
|
|
9,652 |
|
|
|
(9 |
) |
|
|
— |
|
|
|
— |
|
|
|
9,643 |
|
Interest expense |
|
|
(70,057 |
) |
|
|
2,506 |
|
|
|
8,187 |
|
|
|
697 |
|
|
|
(58,667 |
) |
Mezzanine investment income (loss), net |
|
|
(2,432 |
) |
|
|
— |
|
|
|
— |
|
|
|
— |
|
|
|
(2,432 |
) |
Realized and unrealized gains (losses) on interest rate contracts |
|
|
1,752 |
|
|
|
— |
|
|
|
— |
|
|
|
— |
|
|
|
1,752 |
|
Realized and unrealized gains (losses) on equity investments |
|
|
(49,504 |
) |
|
|
— |
|
|
|
— |
|
|
|
— |
|
|
|
(49,504 |
) |
Gain on dispositions of real estate |
|
|
10,600 |
|
|
|
— |
|
|
|
— |
|
|
|
— |
|
|
|
10,600 |
|
Other income (expense), net |
|
|
(5,581 |
) |
|
|
— |
|
|
|
— |
|
|
|
— |
|
|
|
(5,581 |
) |
Income (loss) before income tax |
|
|
(107,071 |
) |
|
|
(22,809 |
) |
|
|
(5,353 |
) |
|
|
697 |
|
|
|
(134,536 |
) |
Income tax benefit (expense) |
|
|
11,071 |
|
|
|
— |
|
|
|
— |
|
|
|
— |
|
|
|
11,071 |
|
Net income (loss) from continuing operations |
|
|
(96,000 |
) |
|
|
(22,809 |
) |
|
|
(5,353 |
) |
|
|
697 |
|
|
|
(123,465 |
) |
Net (income) loss from continuing operations attributable to redeemable noncontrolling interests in consolidated real estate partnerships |
|
|
(13,958 |
) |
|
|
— |
|
|
|
— |
|
|
|
— |
|
|
|
(13,958 |
) |
Net (income) loss from continuing operations attributable to noncontrolling interests in consolidated real estate partnerships |
|
|
1,849 |
|
|
|
— |
|
|
|
— |
|
|
|
— |
|
|
|
1,849 |
|
Net (income) loss from continuing operations attributable to common noncontrolling interests in Aimco Operating Partnership |
|
|
5,641 |
|
|
|
1,197 |
|
|
|
281 |
|
|
|
(37 |
) |
|
|
7,082 |
|
Net income (loss) from continuing operations attributable to Aimco |
|
$ |
(102,468 |
) |
|
$ |
(21,612 |
) |
|
$ |
(5,072 |
) |
|
$ |
660 |
|
|
$ |
(128,492 |
) |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|||||
Net income (loss) from continuing operations attributable to Aimco per common share – basic |
|
$ |
(0.75 |
) |
|
|
|
|
|
|
|
|
|
|
$ |
(0.94 |
) |
|||
Net income (loss) from continuing operations attributable to Aimco per common share – diluted |
|
$ |
(0.75 |
) |
|
|
|
|
|
|
|
|
|
|
$ |
(0.94 |
) |
|||
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|||||
Weighted-average common shares outstanding – basic |
|
|
138,496 |
|
|
|
|
|
|
|
|
|
|
|
|
138,496 |
|
|||
Weighted-average common shares outstanding – diluted |
|
|
138,496 |
|
|
|
|
|
|
|
|
|
|
|
|
138,496 |
|
|||
See accompanying notes to the pro forma condensed consolidated financial statements.
6
AIMCO OP L.P.
PRO FORMA CONDENSED CONSOLIDATED STATEMENTS OF OPERATIONS
For the year ended December 31, 2024
(In thousands, except per unit data)
(Unaudited)
|
|
|
|
|
Transaction Accounting Adjustments |
|
|
|
|
|||||||||||
|
|
As Reported |
|
|
First Boston Closing |
|
|
Second Boston Closing |
|
|
Other |
|
|
Pro Forma |
|
|||||
|
|
(e) |
|
|
(f) |
|
|
(g) |
|
|
(h) |
|
|
|
|
|||||
REVENUES |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|||||
Rental and other property revenues |
|
$ |
208,679 |
|
|
$ |
(47,213 |
) |
|
$ |
(23,766 |
) |
|
$ |
— |
|
|
$ |
137,700 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|||||
OPERATING EXPENSES |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|||||
Property operating expenses |
|
|
90,984 |
|
|
|
(15,239 |
) |
|
|
(7,668 |
) |
|
|
— |
|
|
|
68,077 |
|
Depreciation and amortization |
|
|
86,359 |
|
|
|
(6,668 |
) |
|
|
(2,558 |
) |
|
|
— |
|
|
|
77,133 |
|
General and administrative expenses |
|
|
32,837 |
|
|
|
— |
|
|
|
— |
|
|
|
— |
|
|
|
32,837 |
|
Total operating expenses |
|
|
210,180 |
|
|
|
(21,907 |
) |
|
|
(10,226 |
) |
|
|
— |
|
|
|
178,047 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|||||
Interest income |
|
|
9,652 |
|
|
|
(9 |
) |
|
|
— |
|
|
|
— |
|
|
|
9,643 |
|
Interest expense |
|
|
(70,057 |
) |
|
|
2,506 |
|
|
|
8,187 |
|
|
|
697 |
|
|
|
(58,667 |
) |
Mezzanine investment income (loss), net |
|
|
(2,432 |
) |
|
|
— |
|
|
|
— |
|
|
|
— |
|
|
|
(2,432 |
) |
Realized and unrealized gains (losses) on interest rate contracts |
|
|
1,752 |
|
|
|
— |
|
|
|
— |
|
|
|
— |
|
|
|
1,752 |
|
Realized and unrealized gains (losses) on equity investments |
|
|
(49,504 |
) |
|
|
— |
|
|
|
— |
|
|
|
— |
|
|
|
(49,504 |
) |
Gain on dispositions of real estate |
|
|
10,600 |
|
|
|
— |
|
|
|
— |
|
|
|
— |
|
|
|
10,600 |
|
Other income (expense), net |
|
|
(5,581 |
) |
|
|
— |
|
|
|
— |
|
|
|
— |
|
|
|
(5,581 |
) |
Income (loss) before income tax |
|
|
(107,071 |
) |
|
|
(22,809 |
) |
|
|
(5,353 |
) |
|
|
697 |
|
|
|
(134,536 |
) |
Income tax benefit (expense) |
|
|
11,071 |
|
|
|
— |
|
|
|
— |
|
|
|
— |
|
|
|
11,071 |
|
Net income (loss) from continuing operations |
|
|
(96,000 |
) |
|
|
(22,809 |
) |
|
|
(5,353 |
) |
|
|
697 |
|
|
|
(123,465 |
) |
Net (income) loss from continuing operations attributable to redeemable noncontrolling interests in consolidated real estate partnerships |
|
|
(13,958 |
) |
|
|
— |
|
|
|
— |
|
|
|
— |
|
|
|
(13,958 |
) |
Net (income) loss from continuing operations attributable to noncontrolling interests in consolidated real estate partnerships |
|
|
1,849 |
|
|
|
— |
|
|
|
— |
|
|
|
— |
|
|
|
1,849 |
|
Net income (loss) from continuing operations attributable to Aimco Operating |
|
$ |
(108,109 |
) |
|
$ |
(22,809 |
) |
|
$ |
(5,353 |
) |
|
$ |
697 |
|
|
$ |
(135,574 |
) |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|||||
Net income (loss) from continuing operations attributable to Aimco Operating Partnership per common unit – basic |
|
$ |
(0.75 |
) |
|
|
|
|
|
|
|
|
|
|
$ |
(0.94 |
) |
|||
Net income (loss) from continuing operations attributable to Aimco Operating Partnership per common unit – diluted |
|
$ |
(0.75 |
) |
|
|
|
|
|
|
|
|
|
|
$ |
(0.94 |
) |
|||
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|||||
Weighted-average common units outstanding – basic |
|
|
146,120 |
|
|
|
|
|
|
|
|
|
|
|
|
146,120 |
|
|||
Weighted-average common units outstanding – diluted |
|
|
146,120 |
|
|
|
|
|
|
|
|
|
|
|
|
146,120 |
|
|||
See accompanying notes to the pro forma condensed consolidated financial statements.
7
APARTMENT INVESTMENT AND MANAGEMENT COMPANY
PRO FORMA CONDENSED CONSOLIDATED STATEMENTS OF OPERATIONS
For the year ended December 31, 2023
(In thousands, except per share data)
(Unaudited)
|
|
|
|
|
Transaction Accounting Adjustments |
|
|
|
|
|||||||||||
|
|
As Reported |
|
|
First Boston Closing |
|
|
Second Boston Closing |
|
|
Other |
|
|
Pro Forma |
|
|||||
|
|
(e) |
|
|
(f) |
|
|
(g) |
|
|
(h) |
|
|
|
|
|||||
REVENUES |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|||||
Rental and other property revenues |
|
$ |
186,995 |
|
|
$ |
(44,651 |
) |
|
$ |
(22,419 |
) |
|
$ |
— |
|
|
$ |
119,925 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|||||
OPERATING EXPENSES |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|||||
Property operating expenses |
|
|
73,712 |
|
|
|
(14,668 |
) |
|
|
(7,389 |
) |
|
|
— |
|
|
|
51,655 |
|
Depreciation and amortization |
|
|
68,834 |
|
|
|
(7,200 |
) |
|
|
(3,516 |
) |
|
|
— |
|
|
|
58,118 |
|
General and administrative expenses |
|
|
32,865 |
|
|
|
— |
|
|
|
— |
|
|
|
— |
|
|
|
32,865 |
|
Total operating expenses |
|
|
175,411 |
|
|
|
(21,868 |
) |
|
|
(10,905 |
) |
|
|
— |
|
|
|
142,638 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|||||
Interest income |
|
|
9,731 |
|
|
|
(16 |
) |
|
|
— |
|
|
|
— |
|
|
|
9,715 |
|
Interest expense |
|
|
(37,718 |
) |
|
|
2,616 |
|
|
|
8,180 |
|
|
|
1,000 |
|
|
|
(25,922 |
) |
Mezzanine investment income (loss), net |
|
|
(155,814 |
) |
|
|
— |
|
|
|
— |
|
|
|
— |
|
|
|
(155,814 |
) |
Realized and unrealized gains (losses) on interest rate contracts |
|
|
1,119 |
|
|
|
— |
|
|
|
— |
|
|
|
— |
|
|
|
1,119 |
|
Realized and unrealized gains (losses) on equity investments |
|
|
700 |
|
|
|
— |
|
|
|
— |
|
|
|
— |
|
|
|
700 |
|
Gain on dispositions of real estate |
|
|
7,984 |
|
|
|
— |
|
|
|
— |
|
|
|
— |
|
|
|
7,984 |
|
Other income (expense), net |
|
|
(7,657 |
) |
|
|
— |
|
|
|
— |
|
|
|
— |
|
|
|
(7,657 |
) |
Income (loss) before income tax |
|
|
(170,071 |
) |
|
|
(20,183 |
) |
|
|
(3,334 |
) |
|
|
1,000 |
|
|
|
(192,588 |
) |
Income tax benefit (expense) |
|
|
12,752 |
|
|
|
— |
|
|
|
— |
|
|
|
— |
|
|
|
12,752 |
|
Net income (loss) from continuing operations |
|
|
(157,319 |
) |
|
|
(20,183 |
) |
|
|
(3,334 |
) |
|
|
1,000 |
|
|
|
(179,836 |
) |
Net (income) loss from continuing operations attributable to redeemable noncontrolling interests in consolidated real estate partnerships |
|
|
(13,924 |
) |
|
|
— |
|
|
|
— |
|
|
|
— |
|
|
|
(13,924 |
) |
Net (income) loss from continuing operations attributable to noncontrolling interests in consolidated real estate partnerships |
|
|
(3,991 |
) |
|
|
— |
|
|
|
— |
|
|
|
— |
|
|
|
(3,991 |
) |
Net (income) loss from continuing operations attributable to common noncontrolling interests in Aimco Operating Partnership |
|
|
9,038 |
|
|
|
1,044 |
|
|
|
172 |
|
|
|
(52 |
) |
|
|
10,202 |
|
Net income (loss) from continuing operations attributable to Aimco |
|
$ |
(166,196 |
) |
|
$ |
(19,139 |
) |
|
$ |
(3,162 |
) |
|
$ |
948 |
|
|
$ |
(187,549 |
) |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|||||
Net income (loss) from continuing operations attributable to Aimco per common share – basic |
|
$ |
(1.16 |
) |
|
|
|
|
|
|
|
|
|
|
$ |
(1.31 |
) |
|||
Net income (loss) from continuing operations attributable to Aimco per common share – diluted |
|
$ |
(1.16 |
) |
|
|
|
|
|
|
|
|
|
|
$ |
(1.31 |
) |
|||
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|||||
Weighted-average common shares outstanding – basic |
|
|
143,618 |
|
|
|
|
|
|
|
|
|
|
|
|
143,618 |
|
|||
Weighted-average common shares outstanding – diluted |
|
|
143,618 |
|
|
|
|
|
|
|
|
|
|
|
|
143,618 |
|
|||
See accompanying notes to the pro forma condensed consolidated financial statements.
8
AIMCO OP L.P.
PRO FORMA CONDENSED CONSOLIDATED STATEMENTS OF OPERATIONS
For the year ended December 31, 2023
(In thousands, except per unit data)
(Unaudited)
|
|
|
|
|
Transaction Accounting Adjustments |
|
|
|
|
|||||||||||
|
|
As Reported |
|
|
First Boston Closing |
|
|
Second Boston Closing |
|
|
Other |
|
|
Pro Forma |
|
|||||
|
|
(e) |
|
|
(f) |
|
|
(g) |
|
|
(h) |
|
|
|
|
|||||
REVENUES |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|||||
Rental and other property revenues |
|
$ |
186,995 |
|
|
$ |
(44,651 |
) |
|
$ |
(22,419 |
) |
|
$ |
— |
|
|
$ |
119,925 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|||||
OPERATING EXPENSES |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|||||
Property operating expenses |
|
|
73,712 |
|
|
|
(14,668 |
) |
|
|
(7,389 |
) |
|
|
— |
|
|
|
51,655 |
|
Depreciation and amortization |
|
|
68,834 |
|
|
|
(7,200 |
) |
|
|
(3,516 |
) |
|
|
— |
|
|
|
58,118 |
|
General and administrative expenses |
|
|
32,865 |
|
|
|
— |
|
|
|
— |
|
|
|
— |
|
|
|
32,865 |
|
Total operating expenses |
|
|
175,411 |
|
|
|
(21,868 |
) |
|
|
(10,905 |
) |
|
|
— |
|
|
|
142,638 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|||||
Interest income |
|
|
9,731 |
|
|
|
(16 |
) |
|
|
— |
|
|
|
— |
|
|
|
9,715 |
|
Interest expense |
|
|
(37,718 |
) |
|
|
2,616 |
|
|
|
8,180 |
|
|
|
1,000 |
|
|
|
(25,922 |
) |
Mezzanine investment income (loss), net |
|
|
(155,814 |
) |
|
|
— |
|
|
|
— |
|
|
|
— |
|
|
|
(155,814 |
) |
Realized and unrealized gains (losses) on interest rate contracts |
|
|
1,119 |
|
|
|
— |
|
|
|
— |
|
|
|
— |
|
|
|
1,119 |
|
Realized and unrealized gains (losses) on equity investments |
|
|
700 |
|
|
|
— |
|
|
|
— |
|
|
|
— |
|
|
|
700 |
|
Gain on dispositions of real estate |
|
|
7,984 |
|
|
|
— |
|
|
|
— |
|
|
|
— |
|
|
|
7,984 |
|
Other income (expense), net |
|
|
(7,657 |
) |
|
|
— |
|
|
|
— |
|
|
|
— |
|
|
|
(7,657 |
) |
Income (loss) before income tax |
|
|
(170,071 |
) |
|
|
(20,183 |
) |
|
|
(3,334 |
) |
|
|
1,000 |
|
|
|
(192,588 |
) |
Income tax benefit (expense) |
|
|
12,752 |
|
|
|
— |
|
|
|
— |
|
|
|
— |
|
|
|
12,752 |
|
Net income (loss) from continuing operations |
|
|
(157,319 |
) |
|
|
(20,183 |
) |
|
|
(3,334 |
) |
|
|
1,000 |
|
|
|
(179,836 |
) |
Net (income) loss from continuing operations attributable to redeemable noncontrolling interests in consolidated real estate partnerships |
|
|
(13,924 |
) |
|
|
— |
|
|
|
— |
|
|
|
— |
|
|
|
(13,924 |
) |
Net (income) loss from continuing operations attributable to noncontrolling interests in consolidated real estate partnerships |
|
|
(3,991 |
) |
|
|
— |
|
|
|
— |
|
|
|
— |
|
|
|
(3,991 |
) |
Net income (loss) from continuing operations attributable to Aimco Operating |
|
$ |
(175,234 |
) |
|
$ |
(20,183 |
) |
|
$ |
(3,334 |
) |
|
$ |
1,000 |
|
|
$ |
(197,751 |
) |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|||||
Net income (loss) from continuing operations attributable to Aimco Operating Partnership per common unit – basic |
|
$ |
(1.16 |
) |
|
|
|
|
|
|
|
|
|
|
$ |
(1.31 |
) |
|||
Net income (loss) from continuing operations attributable to Aimco Operating Partnership per common unit – diluted |
|
$ |
(1.16 |
) |
|
|
|
|
|
|
|
|
|
|
$ |
(1.31 |
) |
|||
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|||||
Weighted-average common units outstanding – basic |
|
|
151,371 |
|
|
|
|
|
|
|
|
|
|
|
|
151,371 |
|
|||
Weighted-average common units outstanding – diluted |
|
|
151,371 |
|
|
|
|
|
|
|
|
|
|
|
|
151,371 |
|
|||
See accompanying notes to the pro forma condensed consolidated financial statements.
9
APARTMENT INVESTMENT AND MANAGEMENT COMPANY
PRO FORMA CONDENSED CONSOLIDATED STATEMENTS OF OPERATIONS
For the year ended December 31, 2022
(In thousands, except per share data)
(Unaudited)
|
|
|
|
|
Transaction Accounting Adjustments |
|
|
|
|
|||||||||||
|
|
As Reported |
|
|
First Boston Closing |
|
|
Second Boston Closing |
|
|
Other |
|
|
Pro Forma |
|
|||||
|
|
(e) |
|
|
(f) |
|
|
(g) |
|
|
(h) |
|
|
|
|
|||||
REVENUES |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|||||
Rental and other property revenues |
|
$ |
190,344 |
|
|
$ |
(41,044 |
) |
|
$ |
(20,741 |
) |
|
$ |
— |
|
|
$ |
128,559 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|||||
OPERATING EXPENSES |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|||||
Property operating expenses |
|
|
71,792 |
|
|
|
(13,758 |
) |
|
|
(7,080 |
) |
|
|
— |
|
|
|
50,954 |
|
Depreciation and amortization |
|
|
158,967 |
|
|
|
(7,877 |
) |
|
|
(3,740 |
) |
|
|
— |
|
|
|
147,350 |
|
General and administrative expenses |
|
|
39,673 |
|
|
|
— |
|
|
|
— |
|
|
|
— |
|
|
|
39,673 |
|
Total operating expenses |
|
|
270,432 |
|
|
|
(21,635 |
) |
|
|
(10,820 |
) |
|
|
— |
|
|
|
237,977 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|||||
Interest income |
|
|
4,052 |
|
|
|
(7 |
) |
|
|
— |
|
|
|
— |
|
|
|
4,045 |
|
Interest expense |
|
|
(73,842 |
) |
|
|
2,588 |
|
|
|
7,896 |
|
|
|
1,089 |
|
|
|
(62,269 |
) |
Mezzanine investment income (loss), net |
|
|
(179,239 |
) |
|
|
— |
|
|
|
— |
|
|
|
— |
|
|
|
(179,239 |
) |
Realized and unrealized gains (losses) on interest rate contracts |
|
|
48,205 |
|
|
|
— |
|
|
|
— |
|
|
|
— |
|
|
|
48,205 |
|
Realized and unrealized gains (losses) on equity investments |
|
|
20,302 |
|
|
|
— |
|
|
|
— |
|
|
|
— |
|
|
|
20,302 |
|
Gain on dispositions of real estate |
|
|
175,863 |
|
|
|
— |
|
|
|
— |
|
|
|
— |
|
|
|
175,863 |
|
Lease modification income |
|
|
206,963 |
|
|
|
— |
|
|
|
— |
|
|
|
— |
|
|
|
206,963 |
|
Other income (expense), net |
|
|
(12,794 |
) |
|
|
— |
|
|
|
— |
|
|
|
— |
|
|
|
(12,794 |
) |
Income (loss) before income tax |
|
|
109,422 |
|
|
|
(16,828 |
) |
|
|
(2,025 |
) |
|
|
1,089 |
|
|
|
91,658 |
|
Income tax benefit (expense) |
|
|
(17,264 |
) |
|
|
— |
|
|
|
— |
|
|
|
— |
|
|
|
(17,264 |
) |
Net income (loss) from continuing operations |
|
|
92,158 |
|
|
|
(16,828 |
) |
|
|
(2,025 |
) |
|
|
1,089 |
|
|
|
74,394 |
|
Net (income) loss from continuing operations attributable to redeemable noncontrolling interests in consolidated real estate partnerships |
|
|
(8,829 |
) |
|
|
— |
|
|
|
— |
|
|
|
— |
|
|
|
(8,829 |
) |
Net (income) loss from continuing operations attributable to noncontrolling interests in consolidated real estate partnerships |
|
|
(3,672 |
) |
|
|
— |
|
|
|
— |
|
|
|
— |
|
|
|
(3,672 |
) |
Net (income) loss from continuing operations attributable to common noncontrolling interests in Aimco Operating Partnership |
|
|
(3,931 |
) |
|
|
852 |
|
|
|
103 |
|
|
|
(55 |
) |
|
|
(3,031 |
) |
Net income (loss) from continuing operations attributable to Aimco |
|
$ |
75,726 |
|
|
$ |
(15,976 |
) |
|
$ |
(1,922 |
) |
|
$ |
1,034 |
|
|
$ |
58,862 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|||||
Net income (loss) from continuing operations attributable to Aimco per common share – basic |
|
$ |
0.50 |
|
|
|
|
|
|
|
|
|
|
|
$ |
0.39 |
|
|||
Net income (loss) from continuing operations attributable to Aimco per common share – diluted |
|
$ |
0.49 |
|
|
|
|
|
|
|
|
|
|
|
$ |
0.39 |
|
|||
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|||||
Weighted-average common shares outstanding – basic |
|
|
149,395 |
|
|
|
|
|
|
|
|
|
|
|
|
149,395 |
|
|||
Weighted-average common shares outstanding – diluted |
|
|
150,834 |
|
|
|
|
|
|
|
|
|
|
|
|
150,834 |
|
|||
See accompanying notes to the pro forma condensed consolidated financial statements.
10
AIMCO OP L.P.
PRO FORMA CONDENSED CONSOLIDATED STATEMENTS OF OPERATIONS
For the year ended December 31, 2022
(In thousands, except per unit data)
(Unaudited)
|
|
|
|
|
Transaction Accounting Adjustments |
|
|
|
|
|||||||||||
|
|
As Reported |
|
|
First Boston Closing |
|
|
Second Boston Closing |
|
|
Other |
|
|
Pro Forma |
|
|||||
|
|
(e) |
|
|
(f) |
|
|
(g) |
|
|
(h) |
|
|
|
|
|||||
REVENUES |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|||||
Rental and other property revenues |
|
$ |
190,344 |
|
|
$ |
(41,044 |
) |
|
$ |
(20,741 |
) |
|
$ |
— |
|
|
$ |
128,559 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|||||
OPERATING EXPENSES |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|||||
Property operating expenses |
|
|
71,792 |
|
|
|
(13,758 |
) |
|
|
(7,080 |
) |
|
|
— |
|
|
|
50,954 |
|
Depreciation and amortization |
|
|
158,967 |
|
|
|
(7,877 |
) |
|
|
(3,740 |
) |
|
|
— |
|
|
|
147,350 |
|
General and administrative expenses |
|
|
39,673 |
|
|
|
— |
|
|
|
— |
|
|
|
— |
|
|
|
39,673 |
|
Total operating expenses |
|
|
270,432 |
|
|
|
(21,635 |
) |
|
|
(10,820 |
) |
|
|
— |
|
|
|
237,977 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|||||
Interest income |
|
|
4,052 |
|
|
|
(7 |
) |
|
|
— |
|
|
|
— |
|
|
|
4,045 |
|
Interest expense |
|
|
(73,842 |
) |
|
|
2,588 |
|
|
|
7,896 |
|
|
|
1,089 |
|
|
|
(62,269 |
) |
Mezzanine investment income (loss), net |
|
|
(179,239 |
) |
|
|
— |
|
|
|
— |
|
|
|
— |
|
|
|
(179,239 |
) |
Realized and unrealized gains (losses) on interest rate contracts |
|
|
48,205 |
|
|
|
— |
|
|
|
— |
|
|
|
— |
|
|
|
48,205 |
|
Realized and unrealized gains (losses) on equity investments |
|
|
20,302 |
|
|
|
— |
|
|
|
— |
|
|
|
— |
|
|
|
20,302 |
|
Gain on dispositions of real estate |
|
|
175,863 |
|
|
|
— |
|
|
|
— |
|
|
|
— |
|
|
|
175,863 |
|
Lease modification income |
|
|
206,963 |
|
|
|
— |
|
|
|
— |
|
|
|
— |
|
|
|
206,963 |
|
Other income (expense), net |
|
|
(12,794 |
) |
|
|
— |
|
|
|
— |
|
|
|
— |
|
|
|
(12,794 |
) |
Income (loss) before income tax |
|
|
109,422 |
|
|
|
(16,828 |
) |
|
|
(2,025 |
) |
|
|
1,089 |
|
|
|
91,658 |
|
Income tax benefit (expense) |
|
|
(17,264 |
) |
|
|
— |
|
|
|
— |
|
|
|
— |
|
|
|
(17,264 |
) |
Net income (loss) from continuing operations |
|
|
92,158 |
|
|
|
(16,828 |
) |
|
|
(2,025 |
) |
|
|
1,089 |
|
|
|
74,394 |
|
Net (income) loss from continuing operations attributable to redeemable noncontrolling interests in consolidated real estate partnerships |
|
|
(8,829 |
) |
|
|
— |
|
|
|
— |
|
|
|
— |
|
|
|
(8,829 |
) |
Net (income) loss from continuing operations attributable to noncontrolling interests in consolidated real estate partnerships |
|
|
(3,672 |
) |
|
|
— |
|
|
|
— |
|
|
|
— |
|
|
|
(3,672 |
) |
Net income (loss) from continuing operations attributable to Aimco Operating |
|
$ |
79,657 |
|
|
$ |
(16,828 |
) |
|
$ |
(2,025 |
) |
|
$ |
1,089 |
|
|
$ |
61,893 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|||||
Net income (loss) from continuing operations attributable to Aimco Operating Partnership per common unit – basic |
|
$ |
0.50 |
|
|
|
|
|
|
|
|
|
|
|
$ |
0.39 |
|
|||
Net income (loss) from continuing operations attributable to Aimco Operating Partnership per common unit – diluted |
|
$ |
0.49 |
|
|
|
|
|
|
|
|
|
|
|
$ |
0.38 |
|
|||
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|||||
Weighted-average common units outstanding – basic |
|
|
157,317 |
|
|
|
|
|
|
|
|
|
|
|
|
157,317 |
|
|||
Weighted-average common units outstanding – diluted |
|
|
158,774 |
|
|
|
|
|
|
|
|
|
|
|
|
158,774 |
|
|||
See accompanying notes to the pro forma condensed consolidated financial statements.
11
APARTMENT INVESTMENT AND MANAGEMENT COMPANY AND AIMCO OP L.P
NOTES TO PRO FORMA CONDENSED CONSOLIDATED FINANCIAL STATEMENTS
(UNAUDITED)
Pro Forma Adjustments
(a) Reflects our consolidated balance sheet as of June 30, 2025, as presented in the historical financial statements and notes thereto in our Quarterly Report on Form 10-Q for the period ended June 30, 2025.
(b) Reflects the historical financial position of the properties included in the First Boston Closing as of June 30, 2025, in addition to certain pro forma adjustments, as presented in the Company’s Unaudited Pro Forma Consolidated Financial Statements filed as Exhibit 99.1 to its Current Report on Form 8-K filed on September 15, 2025.
(c) Reflects the historical financial position of the property included in the Second Boston Closing as of June 30, 2025, in addition to certain pro forma adjustments described below that are a direct result of the transaction.
(c1) Reflects the assets and liabilities, inclusive of estimated net working capital as defined in the Agreement, transferred upon the Second Boston Closing, and $12.9 million estimated state income tax payable.
(c2) The following table summarizes the estimated net cash proceeds upon the Second Boston Closing:
Sales price |
$ |
250,000 |
|
Less: Principal debt assumed by Purchaser |
|
(173,435 |
) |
Less: Estimated transaction costs and other adjustments |
|
(6,342 |
) |
Less: Estimated working capital adjustment |
|
(1,691 |
) |
Estimated net cash proceeds |
$ |
68,532 |
|
(c3) Reflects assets, inclusive of estimated net working capital as defined in the Agreement, transferred upon the Second Boston Closing.
(c4) Reflects non-recourse property debt encumbering the Second Boston Closing. The debt principal was assumed by the Purchaser at closing.
(c5) Reflects the estimated gain on sale we would have recognized upon completion of the sale transaction as if the sale occurred as of June 30, 2025, offset by the write-off of debt issuance costs, and estimated state income tax expense calculated as follows:
Sales price |
$ |
250,000 |
|
Less: Estimated transaction costs and other adjustments |
|
(6,342 |
) |
Less: Second Boston Closing basis |
|
(75,260 |
) |
Pro forma gain on sale |
|
168,398 |
|
Less: State income tax expense |
|
(12,852 |
) |
Less: Write-off of debt issuance costs |
|
(558 |
) |
Net impact to total equity and total partners' capital |
$ |
154,988 |
|
(d) Reflects the use of net proceeds to repay the principal and accrued interest balances on our revolving credit facility, which was secured primarily with the properties included in the First Boston Closing, as presented in the Company’s Unaudited Pro Forma Consolidated Financial Statements filed as Exhibit 99.1 to its Current Report on Form 8-K filed on September 15, 2025.
(e) Reflects our consolidated results of operations for the six months ended June 30, 2025, and the years ended December 31, 2024, 2023, and 2022, as presented in the historical financial statements and notes thereto in our Quarterly Report on Form 10-Q for the three months ended June 30, 2025, and our Annual Report on Form 10-K for the year ended December 31, 2024.
(f) Reflects historical revenues and expenses of the properties included in the First Boston Closing, and associated non-recourse property debt, for the six months ended June 30, 2025, and the years ended December 31, 2024, 2023, and 2022, as presented in the Company’s Unaudited Pro Forma Consolidated Financial Statements filed as Exhibit 99.1 to its Current Report on Form 8-K filed on September 15, 2025.
12
(g) Reflects historical revenues and expenses of the property included in the Second Boston Closing, and associated non-recourse property debt, for the six months ended June 30, 2025, and the years ended December 31, 2024, 2023, and 2022. The pro forma gain on sale and income tax expense of the Second Boston Closing has not been reflected in the unaudited pro forma condensed consolidated statements of operations as the Boston Portfolio amounts pertain to discontinued operations and, therefore, do not impact income from continuing operations.
(h) Reflects the elimination of historical interest expense and credit facility fees incurred on our revolving credit facility, which was secured primarily with the properties included in the First Boston Closing, assuming the facility was retired on January 1, 2022, and not outstanding for the six months ended June 30, 2025, and the years ended December 31, 2024, 2023, and 2022, as presented in the Company’s Unaudited Pro Forma Consolidated Financial Statements filed as Exhibit 99.1 to its Current Report on Form 8-K filed on September 15, 2025.
13