Apartment Investment & Management Co 8-K/A, filed Dec 29, 2025
Apartment Investment & Management Co (AIV)
About this 8-K/A
Apartment Investment & Management Co filed this 8-K/A on December 29, 2025, reporting on events of December 22, 2025.
Items reported
- 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. ☐
Explanatory Note
As previously disclosed in its Current Report on Form 8-K filed with the Securities and Exchange Commission on December 23, 2025 (the “Original Form 8-K”), on December 22, 2025, Apartment Investment and Management Company (“Aimco”) and Aimco OP L.P. (collectively, the “Company” or “Seller”) completed the sale of the ownership interests in its subsidiaries that own the properties located at 1001 Brickell Bay Drive (“1001 Brickell”) and 1111 Brickell Bay Drive (“The Yacht Club Apartments”) in Miami, Florida (together referred to as the “Brickell Assemblage”) for a gross purchase price of $520 million. The purchaser financed $85 million of the $520 million purchase price with transferable seller financing notes from Aimco.
This Amendment to Current Report on Form 8-K is being filed to amend and supplement the Original Form 8-K, the sole purpose of which is to provide the financial statements and pro forma financial information required by Item 9.01, which were excluded from the Original Form 8-K and are filed as exhibits hereto and are incorporated herein by reference. All other items in the Original Form 8-K remain the same.
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 Aimco's financial statements and the notes thereto, as well as the section entitled “Risk Factors” in Item 1A of Aimco's Annual Report on Form 10-K for the year ended December 31, 2024 and the section entitled “Risk Factors” in Part II, Item 1A of Aimco’s Quarterly Report on Form 10-Q for the quarter ended September 30, 2025, 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 Aimco 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 Brickell Assemblage 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: December 29, 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 |
APARTMENT INVESTMENT AND MANAGEMENT COMPANY
AIMCO OP L.P.
(Unaudited)
On December 22, 2025, the Company completed the sale of the Brickell Assemblage, which includes The Yacht Club Apartments and the adjacent 1001 Brickell Bay Drive office building located in Miami, Florida, for $520 million (the “Brickell Assemblage Sale”). The sale included $85 million of transferable seller financing notes (“Seller Financing Notes”) provided from Aimco to the buyer at closing. The Seller Financing Notes have initial terms of 24 months with compounding interest rates that increase from 12% to 16% after twelve months, as well as exit fees of 3%. The Seller Financing Notes also allow for two successive one-year renewal options at the purchaser's election, upon which the interest rates increase to 20% and 24%, respectively.
On October 3, 2025, the Company sold the final property in its Boston portfolio, Royal Crest Estates (Nashua), for $250 million (the “Nashua Sale”). In connection with the closing, non-recourse property debt with a principal balance of $173.4 million was assumed by the purchaser. The pro forma financial information giving effect to the Nashua Sale was previously voluntarily filed on the Company's Current Report on Form 8-K/A, filed with the SEC on October 14, 2025, and is incorporated herein by reference. As the Nashua Sale occurred after September 30, 2025, we elected to also give effect to the Nashua Sale in the pro forma financial information included herein.
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 September 30, 2025, reflects the Brickell Assemblage Sale, Nashua Sale and related adjustments as if they occurred on such date. The unaudited pro forma condensed consolidated statements of operations for the nine months ended September 30, 2025, and for the year ended December 31, 2024, reflect the Brickell Assemblage Sale and related adjustments as if it occurred on January 1, 2024. Since the Nashua Sale met the criteria under Accounting Standards Codification 205-20, Presentation of Financial Statements – Discontinued Operations to be classified as a discontinued operation, its results of operations have already been excluded from net (income) loss from continuing operations.
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;
– Quarterly Report on Form 10-Q for the three months ended September 30, 2025, filed with the SEC on November 10, 2025; and
– Current Report on Form 8-K/A, filed with the SEC on October 14, 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 sale of the Brickell Assemblage 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 sale of the Brickell Assemblage 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 September 30, 2025
(In thousands, except share data)
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As Reported |
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Nashua Sale |
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Pro Forma (Adjusted for Nashua Sale) |
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Brickell Assemblage Sale |
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Pro Forma (Combined) |
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(a) |
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(b) |
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(c) |
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ASSETS |
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Buildings and improvements |
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$ |
1,143,707 |
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$ |
— |
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$ |
1,143,707 |
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$ |
— |
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$ |
1,143,707 |
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Land |
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242,927 |
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— |
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242,927 |
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— |
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242,927 |
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Total real estate |
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1,386,634 |
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— |
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1,386,634 |
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— |
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1,386,634 |
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Accumulated depreciation |
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(336,748 |
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— |
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(336,748 |
) |
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— |
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(336,748 |
) |
Net real estate |
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1,049,886 |
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— |
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1,049,886 |
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— |
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1,049,886 |
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Cash and cash equivalents |
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404,379 |
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68,676 |
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473,055 |
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269,229 |
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(c1) |
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742,284 |
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Restricted cash |
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20,679 |
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— |
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20,679 |
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— |
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20,679 |
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Notes receivable |
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60,150 |
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— |
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60,150 |
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85,000 |
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(c2) |
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145,150 |
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Right-of-use lease assets - finance leases |
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106,758 |
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— |
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106,758 |
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— |
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106,758 |
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Other assets, net |
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83,152 |
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— |
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83,152 |
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(2,007 |
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(c1) |
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81,145 |
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Assets from discontinued operations and held for sale, net |
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351,765 |
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(75,912 |
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275,853 |
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(275,853 |
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(c3) |
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— |
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Total assets |
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$ |
2,076,769 |
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$ |
(7,236 |
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$ |
2,069,533 |
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$ |
76,369 |
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$ |
2,145,902 |
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LIABILITIES AND EQUITY |
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Non-recourse property debt, net |
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$ |
444,847 |
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$ |
— |
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$ |
444,847 |
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$ |
— |
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$ |
444,847 |
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Non-recourse construction loans and bridge financing, net |
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383,685 |
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— |
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383,685 |
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— |
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383,685 |
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Total indebtedness |
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828,532 |
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— |
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828,532 |
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— |
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828,532 |
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Deferred tax liabilities |
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102,766 |
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— |
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102,766 |
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(102,766 |
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(c4) |
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— |
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Lease liabilities - finance leases |
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124,403 |
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— |
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124,403 |
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— |
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124,403 |
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Dividends payable |
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333,480 |
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— |
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333,480 |
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— |
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333,480 |
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Accrued liabilities and other |
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97,707 |
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12,852 |
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110,559 |
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46,254 |
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(c5) |
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156,813 |
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Liabilities related to discontinued operations and assets held for sale, net |
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334,624 |
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(174,569 |
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160,055 |
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(160,055 |
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(c3) |
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— |
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Total liabilities |
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1,821,512 |
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(161,717 |
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1,659,795 |
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(216,567 |
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1,443,228 |
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Redeemable noncontrolling interests in consolidated real estate partnerships |
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151,666 |
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— |
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151,666 |
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— |
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151,666 |
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Equity (510,587,500 shares authorized at both September 30, 2025 and December 31, 2024): |
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Common Stock, $0.01 par value, 140,158,784 and 136,351,966 shares issued and outstanding at September 30, 2025 and December 31, 2024, respectively |
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1,402 |
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— |
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1,402 |
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— |
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1,402 |
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Additional paid-in capital |
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431,613 |
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2,277 |
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433,890 |
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4,354 |
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438,244 |
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Retained earnings (deficit) |
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(371,027 |
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146,948 |
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(224,079 |
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$ |
278,615 |
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54,536 |
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Total Aimco equity |
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61,988 |
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149,225 |
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211,213 |
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282,969 |
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494,182 |
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Noncontrolling interests in consolidated real estate partnerships |
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39,420 |
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— |
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39,420 |
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— |
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39,420 |
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Common noncontrolling interests in Aimco Operating Partnership |
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2,183 |
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5,256 |
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7,439 |
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9,967 |
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17,406 |
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Total equity |
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103,591 |
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154,481 |
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258,072 |
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292,936 |
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(c6) |
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551,008 |
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Total liabilities and equity |
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$ |
2,076,769 |
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$ |
(7,236 |
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$ |
2,069,533 |
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$ |
76,369 |
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$ |
2,145,902 |
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2
See accompanying notes to the pro forma condensed consolidated financial statements.
3
AIMCO OP L.P.
PRO FORMA CONDENSED CONSOLIDATED BALANCE SHEET
As of September 30, 2025
(In thousands, except unit data)
(Unaudited)
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As Reported |
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Nashua Sale |
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Pro Forma (Adjusted for Nashua Sale) |
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Brickell Assemblage Sale |
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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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ASSETS |
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Buildings and improvements |
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$ |
1,143,707 |
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$ |
— |
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$ |
1,143,707 |
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$ |
— |
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$ |
1,143,707 |
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Land |
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242,927 |
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— |
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242,927 |
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— |
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242,927 |
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Total real estate |
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1,386,634 |
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— |
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1,386,634 |
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— |
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1,386,634 |
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Accumulated depreciation |
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(336,748 |
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— |
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(336,748 |
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— |
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(336,748 |
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Net real estate |
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1,049,886 |
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— |
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1,049,886 |
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— |
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1,049,886 |
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Cash and cash equivalents |
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404,379 |
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68,676 |
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473,055 |
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269,229 |
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(c1) |
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742,284 |
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Restricted cash |
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20,679 |
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— |
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20,679 |
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— |
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20,679 |
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Notes receivable |
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60,150 |
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— |
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60,150 |
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85,000 |
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(c2) |
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145,150 |
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Right-of-use lease assets - finance leases |
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106,758 |
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— |
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106,758 |
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— |
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106,758 |
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Other assets, net |
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83,152 |
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— |
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83,152 |
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(2,007 |
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(c1) |
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81,145 |
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Assets from discontinued operations and held for sale, net |
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351,765 |
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(75,912 |
) |
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275,853 |
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(275,853 |
) |
(c3) |
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— |
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Total assets |
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$ |
2,076,769 |
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$ |
(7,236 |
) |
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$ |
2,069,533 |
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$ |
76,369 |
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$ |
2,145,902 |
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LIABILITIES AND EQUITY |
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Non-recourse property debt, net |
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$ |
444,847 |
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$ |
— |
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$ |
444,847 |
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$ |
— |
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$ |
444,847 |
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Non-recourse construction loans and bridge financing, net |
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383,685 |
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— |
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383,685 |
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— |
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|
383,685 |
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Total indebtedness |
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828,532 |
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— |
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|
828,532 |
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— |
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|
828,532 |
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Deferred tax liabilities |
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102,766 |
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— |
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102,766 |
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(102,766 |
) |
(c4) |
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— |
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Lease liabilities - finance leases |
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124,403 |
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— |
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124,403 |
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— |
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124,403 |
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Dividends payable |
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333,480 |
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— |
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333,480 |
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— |
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333,480 |
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Accrued liabilities and other |
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97,707 |
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12,852 |
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110,559 |
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46,254 |
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(c5) |
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156,813 |
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Liabilities related to discontinued operations and assets held for sale, net |
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334,624 |
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(174,569 |
) |
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160,055 |
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(160,055 |
) |
(c3) |
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— |
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Total liabilities |
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1,821,512 |
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(161,717 |
) |
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1,659,795 |
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(216,567 |
) |
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1,443,228 |
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Redeemable noncontrolling interests in consolidated real estate partnerships |
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151,666 |
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— |
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151,666 |
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— |
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|
151,666 |
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Partners’ capital: |
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General Partner and Special Limited Partner |
|
|
61,988 |
|
|
|
149,225 |
|
|
|
211,213 |
|
|
|
282,969 |
|
|
|
494,182 |
|
Limited Partners |
|
|
2,183 |
|
|
|
5,256 |
|
|
|
7,439 |
|
|
|
9,967 |
|
|
|
17,406 |
|
Partners’ capital attributable to Aimco Operating Partnership |
|
|
64,171 |
|
|
|
154,481 |
|
|
|
218,652 |
|
|
|
292,936 |
|
|
|
511,588 |
|
Noncontrolling interests in consolidated real estate partnerships |
|
|
39,420 |
|
|
|
— |
|
|
|
39,420 |
|
|
|
— |
|
|
|
39,420 |
|
Total partners’ capital |
|
|
103,591 |
|
|
|
154,481 |
|
|
|
258,072 |
|
|
|
292,936 |
|
(c6) |
|
551,008 |
|
Total liabilities and partners’ capital |
|
$ |
2,076,769 |
|
|
$ |
(7,236 |
) |
|
$ |
2,069,533 |
|
|
$ |
76,369 |
|
|
$ |
2,145,902 |
|
See accompanying notes to the pro forma condensed consolidated financial statements.
4
APARTMENT INVESTMENT AND MANAGEMENT COMPANY
PRO FORMA CONDENSED CONSOLIDATED STATEMENTS OF OPERATIONS
For the nine months ended September 30, 2025
(In thousands, except per share data)
(Unaudited)
|
|
As Reported |
|
|
Brickell Assemblage Sale |
|
|
Pro Forma |
|
|||
|
|
(d) |
|
|
(e) |
|
|
|
|
|||
REVENUES |
|
|
|
|
|
|
|
|
|
|||
Rental and other property revenues |
|
$ |
103,847 |
|
|
$ |
(21,168 |
) |
|
$ |
82,679 |
|
|
|
|
|
|
|
|
|
|
|
|||
OPERATING EXPENSES |
|
|
|
|
|
|
|
|
|
|||
Property operating expenses |
|
|
51,192 |
|
|
|
(9,940 |
) |
|
|
41,252 |
|
Depreciation and amortization |
|
|
44,922 |
|
|
|
(617 |
) |
|
|
44,305 |
|
General and administrative expenses |
|
|
23,502 |
|
|
|
— |
|
|
|
23,502 |
|
Impairment on real estate |
|
|
57,373 |
|
|
|
— |
|
|
|
57,373 |
|
Total operating expenses |
|
|
176,989 |
|
|
|
(10,557 |
) |
|
|
166,432 |
|
|
|
|
|
|
|
|
|
|
|
|||
Interest income |
|
|
5,166 |
|
|
|
11,669 |
|
|
|
16,835 |
|
Interest expense |
|
|
(44,214 |
) |
|
|
7,969 |
|
|
|
(36,245 |
) |
Realized and unrealized gains (losses) on interest rate contracts |
|
|
(434 |
) |
|
|
(28 |
) |
|
|
(462 |
) |
Realized and unrealized gains (losses) on equity investments |
|
|
(5,475 |
) |
|
|
— |
|
|
|
(5,475 |
) |
Other income (expense), net |
|
|
359 |
|
|
|
61 |
|
|
|
420 |
|
Income (loss) from continuing operations before income tax |
|
|
(117,740 |
) |
|
|
9,060 |
|
|
|
(108,680 |
) |
Income tax benefit (expense) |
|
|
(5,370 |
) |
|
|
(1,009 |
) |
|
|
(6,379 |
) |
Net income (loss) from continuing operations |
|
|
(123,110 |
) |
|
|
8,051 |
|
|
|
(115,059 |
) |
Net (income) loss from continuing operations attributable to redeemable noncontrolling |
|
|
(9,411 |
) |
|
|
— |
|
|
|
(9,411 |
) |
Net (income) loss from continuing operations attributable to noncontrolling interests |
|
|
(633 |
) |
|
|
— |
|
|
|
(633 |
) |
Net (income) loss from continuing operations attributable to common noncontrolling |
|
|
6,103 |
|
|
|
(392 |
) |
|
|
5,711 |
|
Net income (loss) from continuing operations attributable to Aimco |
|
$ |
(127,051 |
) |
|
$ |
7,659 |
|
|
$ |
(119,392 |
) |
|
|
|
|
|
|
|
|
|
|
|||
Net income (loss) from continuing operations attributable to Aimco per common share – basic |
|
$ |
(0.95 |
) |
|
|
|
|
$ |
(0.89 |
) |
|
Net income (loss) from continuing operations attributable to Aimco per common share – diluted |
|
$ |
(0.95 |
) |
|
|
|
|
$ |
(0.89 |
) |
|
|
|
|
|
|
|
|
|
|
|
|||
Weighted-average common shares outstanding – basic |
|
|
137,738 |
|
|
|
|
|
|
137,738 |
|
|
Weighted-average common shares outstanding – diluted |
|
|
137,738 |
|
|
|
|
|
|
137,738 |
|
|
See accompanying notes to the pro forma condensed consolidated financial statements.
5
AIMCO OP L.P.
PRO FORMA CONDENSED CONSOLIDATED STATEMENTS OF OPERATIONS
For the nine months ended September 30, 2025
(In thousands, except per unit data)
(Unaudited)
|
|
As Reported |
|
|
Brickell Assemblage Sale |
|
|
Pro Forma |
|
|||
|
|
(d) |
|
|
(e) |
|
|
|
|
|||
REVENUES |
|
|
|
|
|
|
|
|
|
|||
Rental and other property revenues |
|
$ |
103,847 |
|
|
$ |
(21,168 |
) |
|
$ |
82,679 |
|
|
|
|
|
|
|
|
|
|
|
|||
OPERATING EXPENSES |
|
|
|
|
|
|
|
|
|
|||
Property operating expenses |
|
|
51,192 |
|
|
|
(9,940 |
) |
|
|
41,252 |
|
Depreciation and amortization |
|
|
44,922 |
|
|
|
(617 |
) |
|
|
44,305 |
|
General and administrative expenses |
|
|
23,502 |
|
|
|
— |
|
|
|
23,502 |
|
Impairment on real estate |
|
|
57,373 |
|
|
|
— |
|
|
|
57,373 |
|
Total operating expenses |
|
|
176,989 |
|
|
|
(10,557 |
) |
|
|
166,432 |
|
|
|
|
|
|
|
|
|
|
|
|||
Interest income |
|
|
5,166 |
|
|
|
11,669 |
|
|
|
16,835 |
|
Interest expense |
|
|
(44,214 |
) |
|
|
7,969 |
|
|
|
(36,245 |
) |
Realized and unrealized gains (losses) on interest rate contracts |
|
|
(434 |
) |
|
|
(28 |
) |
|
|
(462 |
) |
Realized and unrealized gains (losses) on equity investments |
|
|
(5,475 |
) |
|
|
— |
|
|
|
(5,475 |
) |
Other income (expense), net |
|
|
359 |
|
|
|
61 |
|
|
|
420 |
|
Income (loss) from continuing operations before income tax |
|
|
(117,740 |
) |
|
|
9,060 |
|
|
|
(108,680 |
) |
Income tax benefit (expense) |
|
|
(5,370 |
) |
|
|
(1,009 |
) |
|
|
(6,379 |
) |
Net income (loss) from continuing operations |
|
|
(123,110 |
) |
|
|
8,051 |
|
|
|
(115,059 |
) |
Net (income) loss from continuing operations attributable to redeemable noncontrolling |
|
|
(9,411 |
) |
|
|
— |
|
|
|
(9,411 |
) |
Net (income) loss from continuing operations attributable to noncontrolling interests |
|
|
(633 |
) |
|
|
— |
|
|
|
(633 |
) |
Net income (loss) from continuing operations attributable to Aimco Operating |
|
$ |
(133,154 |
) |
|
$ |
8,051 |
|
|
$ |
(125,103 |
) |
|
|
|
|
|
|
|
|
|
|
|||
Net income (loss) from continuing operations attributable to Aimco Operating Partnership per common unit – basic |
|
$ |
(0.95 |
) |
|
|
|
|
$ |
(0.89 |
) |
|
Net income (loss) from continuing operations attributable to Aimco Operating Partnership per common unit – diluted |
|
$ |
(0.95 |
) |
|
|
|
|
$ |
(0.89 |
) |
|
|
|
|
|
|
|
|
|
|
|
|||
Weighted-average common units outstanding – basic |
|
|
144,798 |
|
|
|
|
|
|
144,798 |
|
|
Weighted-average common units outstanding – diluted |
|
|
144,798 |
|
|
|
|
|
|
144,798 |
|
|
See accompanying notes to the pro forma condensed consolidated financial statements.
6
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)
|
|
As Reported |
|
|
Brickell Assemblage Sale |
|
|
Pro Forma |
|
|||
|
|
(d) |
|
|
(e) |
|
|
|
|
|||
REVENUES |
|
|
|
|
|
|
|
|
|
|||
Rental and other property revenues |
|
$ |
137,700 |
|
|
$ |
(29,478 |
) |
|
$ |
108,222 |
|
|
|
|
|
|
|
|
|
|
|
|||
OPERATING EXPENSES |
|
|
|
|
|
|
|
|
|
|||
Property operating expenses |
|
|
68,077 |
|
|
|
(12,548 |
) |
|
|
55,529 |
|
Depreciation and amortization |
|
|
77,133 |
|
|
|
(21,376 |
) |
|
|
55,757 |
|
General and administrative expenses |
|
|
32,837 |
|
|
|
— |
|
|
|
32,837 |
|
Total operating expenses |
|
|
178,047 |
|
|
|
(33,924 |
) |
|
|
144,123 |
|
|
|
|
|
|
|
|
|
|
|
|||
Interest income |
|
|
9,643 |
|
|
|
10,043 |
|
|
|
19,686 |
|
Interest expense |
|
|
(58,667 |
) |
|
|
9,640 |
|
|
|
(49,027 |
) |
Mezzanine investment income (loss), net |
|
|
(2,432 |
) |
|
|
— |
|
|
|
(2,432 |
) |
Realized and unrealized gains (losses) on interest rate contracts |
|
|
1,752 |
|
|
|
(321 |
) |
|
|
1,431 |
|
Realized and unrealized gains (losses) on equity investments |
|
|
(49,504 |
) |
|
|
— |
|
|
|
(49,504 |
) |
Gain on dispositions of real estate |
|
|
10,600 |
|
|
|
219,021 |
|
|
|
229,621 |
|
Other income (expense), net |
|
|
(5,581 |
) |
|
|
136 |
|
|
|
(5,445 |
) |
Income (loss) from continuing operations before income tax |
|
|
(134,536 |
) |
|
|
242,965 |
|
|
|
108,429 |
|
Income tax benefit (expense) |
|
|
11,071 |
|
|
|
53,765 |
|
|
|
64,836 |
|
Net income (loss) from continuing operations |
|
|
(123,465 |
) |
|
|
296,730 |
|
|
|
173,265 |
|
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 |
|
|
7,082 |
|
|
|
(15,579 |
) |
|
|
(8,497 |
) |
Net income (loss) from continuing operations attributable to Aimco |
|
$ |
(128,492 |
) |
|
$ |
281,151 |
|
|
$ |
152,659 |
|
|
|
|
|
|
|
|
|
|
|
|||
Net income (loss) from continuing operations attributable to Aimco per common share – basic |
|
$ |
(0.94 |
) |
|
|
|
|
$ |
1.09 |
|
|
Net income (loss) from continuing operations attributable to Aimco per common share – diluted |
|
$ |
(0.94 |
) |
|
|
|
|
$ |
1.09 |
|
|
|
|
|
|
|
|
|
|
|
|
|||
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.
7
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)
|
|
As Reported |
|
|
Brickell Assemblage Sale |
|
|
Pro Forma |
|
|||
|
|
(d) |
|
|
(e) |
|
|
|
|
|||
REVENUES |
|
|
|
|
|
|
|
|
|
|||
Rental and other property revenues |
|
$ |
137,700 |
|
|
$ |
(29,478 |
) |
|
$ |
108,222 |
|
|
|
|
|
|
|
|
|
|
|
|||
OPERATING EXPENSES |
|
|
|
|
|
|
|
|
|
|||
Property operating expenses |
|
|
68,077 |
|
|
|
(12,548 |
) |
|
|
55,529 |
|
Depreciation and amortization |
|
|
77,133 |
|
|
|
(21,376 |
) |
|
|
55,757 |
|
General and administrative expenses |
|
|
32,837 |
|
|
|
— |
|
|
|
32,837 |
|
Total operating expenses |
|
|
178,047 |
|
|
|
(33,924 |
) |
|
|
144,123 |
|
|
|
|
|
|
|
|
|
|
|
|||
Interest income |
|
|
9,643 |
|
|
|
10,043 |
|
|
|
19,686 |
|
Interest expense |
|
|
(58,667 |
) |
|
|
9,640 |
|
|
|
(49,027 |
) |
Mezzanine investment income (loss), net |
|
|
(2,432 |
) |
|
|
— |
|
|
|
(2,432 |
) |
Realized and unrealized gains (losses) on interest rate contracts |
|
|
1,752 |
|
|
|
(321 |
) |
|
|
1,431 |
|
Realized and unrealized gains (losses) on equity investments |
|
|
(49,504 |
) |
|
|
— |
|
|
|
(49,504 |
) |
Gain on dispositions of real estate |
|
|
10,600 |
|
|
|
219,021 |
|
|
|
229,621 |
|
Other income (expense), net |
|
|
(5,581 |
) |
|
|
136 |
|
|
|
(5,445 |
) |
Income (loss) from continuing operations before income tax |
|
|
(134,536 |
) |
|
|
242,965 |
|
|
|
108,429 |
|
Income tax benefit (expense) |
|
|
11,071 |
|
|
|
53,765 |
|
|
|
64,836 |
|
Net income (loss) from continuing operations |
|
|
(123,465 |
) |
|
|
296,730 |
|
|
|
173,265 |
|
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 |
|
$ |
(135,574 |
) |
|
$ |
296,730 |
|
|
$ |
161,156 |
|
|
|
|
|
|
|
|
|
|
|
|||
Net income (loss) from continuing operations attributable to Aimco Operating Partnership per common unit – basic |
|
$ |
(0.94 |
) |
|
|
|
|
$ |
1.09 |
|
|
Net income (loss) from continuing operations attributable to Aimco Operating Partnership per common unit – diluted |
|
$ |
(0.94 |
) |
|
|
|
|
$ |
1.09 |
|
|
|
|
|
|
|
|
|
|
|
|
|||
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.
8
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 September 30, 2025, as presented in the historical financial statements and notes thereto in our Quarterly Report on Form 10-Q for the period ended September 30, 2025.
(b) Reflects the historical financial position of the property included in the Nashua Sale as of September 30, 2025, in addition to certain pro forma adjustments described within our Current Report on Form 8-K/A filed on October 14, 2025, adjusted for differences in property basis and working capital between June 30, 2025, and September 30, 2025.
(c) Reflects the historical financial position of the properties included in the Brickell Assemblage as of September 30, 2025, in addition to certain pro forma adjustments described below that are a direct result of the transaction.
(c1) The following table summarizes the estimated initial net cash proceeds upon the sale of the Brickell Assemblage:
Sales price |
$ |
520,000 |
|
Less: Repayment of principal debt and interest |
|
(158,332 |
) |
Less: Seller financing notes (1) |
|
(85,000 |
) |
Less: Estimated transaction costs at time of closing |
|
(4,856 |
) |
Less: Estimated working capital adjustment |
|
(1,808 |
) |
Less: Debt extinguishment costs |
|
(775 |
) |
Estimated initial net cash proceeds at time of closing |
$ |
269,229 |
|
Less: Estimated income tax expense (2) |
|
(46,686 |
) |
Less: Transaction costs paid prior to closing |
|
(2,007 |
) |
Estimated initial net cash proceeds |
$ |
220,536 |
|
(1) Refer to (c2) for further information.
(2) Estimated income taxes associated with the gain on sale to be remitted to the Internal Revenue Service ("IRS") reflected as an accrued liability and other. Refer to (c5) for further information.
(c2) In accordance with the Brickell Agreement, the Purchaser financed $85 million of the $520 million purchase price, with transferable Seller Financing Notes from Aimco. For the purposes of these Pro Forma Condensed Consolidated Financial Statements, the Seller Financing Notes have been reflected at the aggregate stated principal amount of $85 million. This amount is subject to change upon finalizing assessments of fair value and current expected credit losses, which will be reflected in our Annual Report on Form 10-K for the year ended December 31, 2025.
(c3) Reflects the assets and liabilities, inclusive of estimated net working capital as defined in the Brickell Agreement, transferred upon the sale of the Brickell Assemblage.
(c4) Reflects the removal of the deferred tax liability that arose from the corporate structure used to complete the acquisition of 1001 Brickell, as triggered by the sale of the Brickell Assemblage. For the purposes of these Pro Forma Condensed Consolidated Financial Statements, no deferred taxes have been reflected for the Seller Financing Notes as they have been reflected at the aggregate stated principal amount of $85 million, as noted in (c2) above. This amount is subject to change upon finalizing assessments of fair value and current expected credit losses, which will be reflected in our Annual Report on Form 10-K for the year ended December 31, 2025.
(c5) Reflects recognition of the estimated income tax expense, partially offset by the payment of accrued interest associated with the non-recourse property debt encumbering the Brickell Assemblage. The debt was repaid at closing.
9
(c6) Reflects the estimated gain on sale we would have recognized upon completion of the sale transaction as if the sale occurred as of September 30, 2025, offset by the estimated income tax expense and write-off of debt issuance costs, net of other adjustments, calculated as follows:
Sales price |
$ |
520,000 |
|
Less: Estimated transaction costs at time of closing |
|
(4,856 |
) |
Less: Transaction costs paid prior to closing |
|
(2,007 |
) |
Less: Brickell Assemblage basis |
|
(275,473 |
) |
Pro forma gain on sale |
$ |
237,664 |
|
Removal of deferred tax liability |
|
102,766 |
|
Estimated income tax expense |
|
(46,686 |
) |
Loss on debt extinguishment, net |
|
(808 |
) |
Net impact to total equity and total partners' capital |
$ |
292,936 |
|
(d) Reflects our consolidated results of operations for the nine months ended September 30, 2025, and the year ended December 31, 2024, as presented in the historical financial statements and notes thereto in our Quarterly Report on Form 10-Q for the three months ended September 30, 2025, and the Company's Unaudited Pro Forma Consolidated Financial Statements for the year ended December 31, 2024 filed as Exhibit 99.1 to its Current Report on Form 8-K/A filed on October 14, 2025, herein incorporated by reference.
(e) Reflects historical revenues and expenses of the properties included in the Brickell Assemblage, and associated non-recourse property debt, for the nine months ended September 30, 2025, and the year ended December 31, 2024. The estimated pro forma gain on sale recognized upon completion of the sale transaction is reflected as if the sale occurred on January 1, 2024. Additionally, reflects the removal of historical income tax benefit (expense) recognized at the taxable REIT subsidiary that held our investment in 1001 Brickell, the removal of the deferred tax liability that arose from the corporate structure used to complete the acquisition of 1001 Brickell, the recognition of loss on debt extinguishment, including the write-off of deferred issuance costs, and the recognition of interest income from the Seller Financing Notes based on the contractual interest rates and related tax effects, as if the Brickell Assemblage sale occurred on January 1, 2024. While Aimco plans to monetize the Seller Financing Notes, they have been reflected as held for investment throughout all periods for the purposes of these Pro Forma Condensed Consolidated Financial Statement. The interest income amount is subject to change upon finalizing assessments of fair value and current expected credit losses, which will be reflected in our Annual Report on Form 10-K for the year ended December 31, 2025.
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