Section 1: 10-K (10-K)
Table of Contents
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
_____________________________________________________________________________________
Form 10-K
(Mark One)
x ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934
For the fiscal year ended December 31, 2018
OR
o
TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934
For the transition period from to
Commission File Number 1-13232 (Apartment Investment and Management Company)
Commission File Number 0-24497 (AIMCO Properties, L.P.)
Apartment Investment and Management Company
AIMCO Properties, L.P.
(Exact name of registrant as specified in its charter)
Maryland (Apartment Investment and Management Company)
Delaware (AIMCO Properties, L.P.)
(State or other jurisdiction of
incorporation or organization)
4582 South Ulster Street, Suite 1100
Denver, Colorado
(Address of principal executive offices)
84-1259577
84-1275621
(I.R.S. Employer
Identification No.)
80237
(Zip Code)
(303) 757-8101
(Registrant’s telephone number, including area code)
Securities registered pursuant to Section 12(b) of the Act:
Title of Each Class
Name of Each Exchange on Which Registered
Class A Common Stock (Apartment Investment and Management Company)
Class A Cumulative Preferred Stock (Apartment Investment and Management Company)
New York Stock Exchange
New York Stock Exchange
Securities registered pursuant to Section 12(g) of the Act:
None (Apartment Investment and Management Company)
Partnership Common Units (AIMCO Properties, L.P.)
Indicate by check mark if the registrant is a well-known seasoned issuer, as defined by Rule 405 of the Securities Act.
Apartment Investment and Management Company: Yes x No o
AIMCO Properties, L.P.: Yes x No o
Indicate by check mark if the registrant is not required to file reports pursuant to Section 13 or Section 15(d) of the Act.
Apartment Investment and Management Company: Yes o No x
AIMCO Properties, L.P.: Yes o No x
Indicate by check mark whether the registrant (1) has filed all reports required to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during the
preceding 12 months (or for such shorter period that the registrant was required to file such reports), and (2) has been subject to such filing requirements for the past 90
days.
Apartment Investment and Management Company: Yes x No o
AIMCO Properties, L.P.: Yes x No o
Indicate by check mark whether the registrant has submitted electronically every Interactive Data File required to be submitted pursuant to Rule 405 of Regulation S-T
during the preceding 12 months (or for such shorter period that the registrant was required to submit such files).
Apartment Investment and Management Company: Yes x No o
AIMCO Properties, L.P.: Yes x No o
Indicate by check mark if disclosure of delinquent filers pursuant to Item 405 of Regulation S-K is not contained herein, and will not be contained, to the best of
registrant’s knowledge, in definitive proxy or information statements incorporated by reference in Part III of this Form 10-K or any amendment to this Form 10-K.
Apartment Investment and Management Company: Yes x No o
AIMCO Properties, L.P.: Yes x No o
Table of Contents
Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, a smaller reporting company, or an emerging
growth company. See the definitions of “ large accelerated filer,” “ accelerated filer,” “ smaller reporting company,” and “ emerging growth company” in Rule 12b-2 of the
Exchange Act.
Apartment Investment and Management Company:
Large accelerated filer
Non-accelerated filer
Smaller reporting company
Accelerated filer
x
o
o
o
AIMCO Properties, L.P.:
Large accelerated filer
Non-accelerated filer
o
Accelerated filer
(Do not check if a smaller reporting company)
Smaller reporting company
o
Emerging growth company
Emerging growth company
o
x
o
o
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.
Apartment Investment and Management Company: o
AIMCO Properties, L.P.: o
Indicate by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of the Exchange Act).
Apartment Investment and Management Company: Yes o No x
AIMCO Properties, L.P.: Yes o No x
The aggregate market value of the voting and non-voting common stock of Apartment Investment and Management Company held by non-affiliates of Apartment
Investment and Management Company was approximately $6.6 billion as of June 30, 2018. As of February 15, 2019, there were 148,766,616 shares of Class A
Common Stock outstanding.
As of February 15, 2019, there were 158,495,487 Partnership Common Units outstanding.
Portions of Apartment Investment and Management Company’s definitive proxy statement to be issued in conjunction with Apartment Investment and Management
Company’s annual meeting of stockholders to be held April 30, 2019, are incorporated by reference into Part III of this Annual Report.
_______________________________________________________
Documents Incorporated by Reference
Table of Contents
EXPLANATORY NOTE
This filing combines the Annual Reports on Form 10-K for the fiscal year ended December 31, 2018, of Apartment Investment and Management
Company, or Aimco, and AIMCO Properties, L.P., or the Aimco Operating Partnership. Where it is important to distinguish between the two
entities, we refer to them specifically. Otherwise, references to “we,” “us” or “our” mean collectively Aimco, the Aimco Operating Partnership and
their consolidated entities.
Aimco, a Maryland corporation, is a self-administered and self-managed real estate investment trust, or REIT. Aimco, through wholly-owned
subsidiaries, is the general and special limited partner of and, as of December 31, 2018, owned a 94.3% ownership interest in the common partnership
units of, the Aimco Operating Partnership. The remaining 5.7% interest is owned by limited partners. As the sole general partner of the Aimco
Operating Partnership, Aimco has exclusive control of the Aimco Operating Partnership’s day-to-day management.
The Aimco Operating Partnership holds all of Aimco’s assets and manages the daily operations of Aimco’s business. Pursuant to the Aimco
Operating Partnership agreement, Aimco is required to contribute to the Aimco Operating Partnership any assets, which it may acquire including all
proceeds from the offerings of its securities. In exchange for the contribution of these assets, Aimco receives additional interests in the Aimco
Operating Partnership with similar terms (e.g., if Aimco contributes proceeds of a stock offering, Aimco receives partnership units with terms
substantially similar to the stock issued by Aimco).
We believe combining the periodic reports of Aimco and the Aimco Operating Partnership into this single report provides the following
benefits:
• We present our business as a whole, in the same manner our management views and operates the business;
• We eliminate duplicative disclosure and provide a more streamlined and readable presentation because a substantial portion of the
disclosures apply to both Aimco and the Aimco Operating Partnership; and
• We save time and cost through the preparation of a single combined report rather than two separate reports.
We operate Aimco and the Aimco Operating Partnership as one enterprise, the management of Aimco directs the management and operations
of the Aimco Operating Partnership, and the members of the Board of Directors of Aimco are identical to those of the Aimco Operating
Partnership’s general partner.
We believe it is important to understand the few differences between Aimco and the Aimco Operating Partnership in the context of how Aimco
and the Aimco Operating Partnership operate as a consolidated company. Aimco has no assets or liabilities other than its investment in the Aimco
Operating Partnership. Also, Aimco is a corporation that issues publicly traded equity from time to time, whereas the Aimco Operating Partnership
is a partnership that has no publicly traded equity. Except for the net proceeds from stock offerings by Aimco, which are contributed to the Aimco
Operating Partnership in exchange for additional limited partnership interests (of a similar type and in an amount equal to the shares of stock sold in
the offering), the Aimco Operating Partnership generates all remaining capital required by its business. These sources include the Aimco Operating
Partnership’s working capital, net cash provided by operating activities, borrowings under its revolving credit facility, the issuance of debt and
equity securities, including additional partnership units, and proceeds received from the sale of apartment communities.
Equity, partners’ capital and noncontrolling interests are the main areas of difference between the consolidated financial statements of Aimco
and those of the Aimco Operating Partnership. Interests in the Aimco Operating Partnership held by entities other than Aimco, which we refer to as
OP Units, are classified within partners’ capital in the Aimco Operating Partnership’s financial statements and as noncontrolling interests in
Aimco’s financial statements.
To help investors understand the differences between Aimco and the Aimco Operating Partnership, this report provides separate consolidated
financial statements for Aimco and the Aimco Operating Partnership; a single set of consolidated notes to such financial statements that includes
separate discussions of each entity’s stockholders’ equity or partners’ capital, as applicable; and a combined Management’s Discussion and
Analysis of Financial Condition and Results of Operations section that includes discrete information related to each entity.
This report also includes separate Part II, Item 9A. Controls and Procedures sections and separate Exhibits 31 and 32 certifications for Aimco
and the Aimco Operating Partnership in order to establish that the requisite certifications have been made and that Aimco and the Aimco Operating
Partnership are both compliant with Rule 13a-15 or Rule 15d-15 of the Securities Exchange Act of 1934, as amended (the “Exchange Act”), and 18
U.S.C. §1350.
Table of Contents
APARTMENT INVESTMENT AND MANAGEMENT COMPANY
AIMCO PROPERTIES, L.P.
TABLE OF CONTENTS
ANNUAL REPORT ON FORM 10-K
For the Fiscal Year Ended December 31, 2018
Item
1.
1A.
1B.
2.
3.
4.
5.
6.
7.
7A.
8.
9.
9A.
9B.
10.
11.
12.
13.
14.
15.
16.
Business
Risk Factors
Unresolved Staff Comments
Properties
Legal Proceedings
Mine Safety Disclosures
PART I
PART II
Market for the Registrant’s Common Equity, Related Stockholder Matters and Issuer Purchases of Equity Securities
Selected Financial Data
Management’s Discussion and Analysis of Financial Condition and Results of Operations
Quantitative and Qualitative Disclosures About Market Risk
Financial Statements and Supplementary Data
Changes in and Disagreements With Accountants on Accounting and Financial Disclosure
Controls and Procedures
Other Information
PART III
Directors, Executive Officers and Corporate Governance
Executive Compensation
Security Ownership of Certain Beneficial Owners and Management and Related Stockholder Matters
Certain Relationships and Related Transactions, and Director Independence
Principal Accounting Fees and Services
Exhibits and Financial Statement Schedules
Form 10-K Summary
PART IV
Page
2
7
14
14
15
15
15
18
18
43
44
44
45
49
49
49
49
49
49
49
52
Table of Contents
FORWARD-LOOKING STATEMENTS
The Private Securities Litigation Reform Act of 1995 provides a “safe harbor” for forward-looking statements in certain circumstances.
Certain information included in this Annual Report contains or may contain information that is forward-looking, within the meaning of the
federal securities laws, including, without limitation, statements regarding: our ability to maintain current or meet projected occupancy, rental
rate and property operating results; the effect of acquisitions, dispositions, redevelopments and developments; our ability to meet budgeted costs
and timelines, and achieve budgeted rental rates related to our redevelopment and development investments; expectations regarding sales of
our apartment communities and the use of proceeds thereof; and our ability to comply with debt covenants, including financial coverage ratios.
Actual results may differ materially from those described in these forward-looking statements and, in addition, will be affected by a variety of
risks and factors, some of which are beyond our control, including, without limitation:
• Real estate and operating risks, including fluctuations in real estate values and the general economic climate in the markets in which we
operate and competition for residents in such markets; national and local economic conditions, including the pace of job growth and the
level of unemployment; the amount, location and quality of competitive new housing supply; the timing of acquisitions, dispositions,
redevelopments and developments; and changes in operating costs, including energy costs;
•
•
•
Financing risks, including the availability and cost of capital markets’ financing; the risk that our cash flows from operations may be
insufficient to meet required payments of principal and interest; and the risk that our earnings may not be sufficient to maintain
compliance with debt covenants;
Insurance risks, including the cost of insurance, natural disasters and severe weather such as hurricanes; and
Legal and regulatory risks, including costs associated with prosecuting or defending claims and any adverse outcomes; the terms of
governmental regulations that affect us and interpretations of those regulations; and possible environmental liabilities, including costs,
fines or penalties that may be incurred due to necessary remediation of contamination of apartment communities presently or previously
owned by us.
In addition, our current and continuing qualification as a real estate investment trust involves the application of highly technical and
complex provisions of the Internal Revenue Code and depends on our ability to meet the various requirements imposed by the Internal Revenue
Code, through actual operating results, distribution levels and diversity of stock ownership.
Readers should carefully review our financial statements and the notes thereto, as well as the section entitled “Risk Factors” described in
Item 1A of this Annual Report and the other documents we file from time to time with the Securities and Exchange Commission.
As used herein and except as the context otherwise requires, “we,” “our” and “us” refer to Apartment Investment and Management Company
(which we refer to as Aimco), AIMCO Properties, L.P. (which we refer to as the Aimco Operating Partnership) and their consolidated entities,
collectively.
Certain financial and operating measures found herein and used by management are not defined under accounting principles generally
accepted in the United States, or GAAP. These measures are defined and reconciled to the most comparable GAAP measures under the Non-
GAAP Measures heading and include: Funds From Operations, Pro forma Funds From Operations, Adjusted Funds From Operations, Free Cash
Flow, Net Asset Value, Economic Income, and the measures used to compute our leverage ratios.
PART I
Item 1. Business
The Company
Apartment Investment and Management Company, or Aimco, is a Maryland corporation incorporated on January 10, 1994. Aimco is a self-
administered and self-managed real estate investment trust, or REIT, focused on the ownership, management, redevelopment and limited
development of quality apartment communities located in some of the largest markets in the United States.
2
Table of Contents
Aimco, through its wholly-owned subsidiaries, AIMCO-GP, Inc. and AIMCO-LP Trust, owns a majority of the ownership interests in AIMCO
Properties, L.P., or the Aimco Operating Partnership, a Delaware limited partnership formed on May 16, 1994. Aimco conducts all of its business and
owns all of its assets through the Aimco Operating Partnership.
Business Overview
Our business activities are defined by a commitment to our core values of integrity, respect, collaboration, performance and a focus on our
customers. These values and our corporate mission, “to consistently provide quality apartment homes in a respectful environment delivered by a
team of people who care,” shape our culture. In all of our interactions with residents, team members, business partners, lenders, and equity holders,
we aim to be the best owner and operator of apartment communities and an outstanding corporate citizen.
Our principal financial objective is to provide predictable and attractive returns to our equity holders. We measure our long- term total return
using Economic Income, defined as Net Asset Value, or NAV, growth plus dividends. NAV is used by many investors because the value of
company assets can be readily estimated, even for non-earning assets such as land or properties under development. NAV has the advantage of
incorporating the investment decisions of thousands of real estate investors, enhancing comparability among companies that have differences in
their accounting, and avoiding disparity that can result from application of GAAP to investment properties and various ownership structures. Some
investors focus on multiples of Adjusted Funds From Operations, or AFFO, and Funds From Operations, FFO. Our disclosure of AFFO, a measure
of current return, complements our focus on Economic Income. We also use Pro forma Funds From Operations, or Pro forma FFO, as a secondary
measure of operational performance. Over the past five years, we have generated Economic Income at a compounded annual return of 11.5%. Our
business plan to achieve this principal financial objective is to:
•
•
•
operate our portfolio of desirable apartment homes with a high level of focus on customer selection and customer satisfaction and in an
efficient manner that produces predictable and growing Free Cash Flow;
improve our portfolio of apartment communities, which is diversified both by geography and price point by selling apartment communities
with lower projected Free Cash Flow internal rates of return and investing the proceeds from such sales through capital enhancements,
redevelopment, limited development, and acquisitions with greater land value, higher expected rent growth, and projected Free Cash Flow
internal rates of return in excess of those expected from the communities sold;
use low levels of financial leverage primarily in the form of non-recourse, long-dated, fixed-rate property debt and perpetual preferred equity,
a combination that reduces our refunding and re-pricing risk and provides a hedge against increases in interest rates; and
•
focus intentionally on a collaborative and productive culture based on respect for others and personal responsibility.
Our business is organized around five areas of strategic focus: operational excellence; redevelopment; portfolio management; balance sheet; and
team and culture. Our areas of strategic focus are described in more detail below. Recent accomplishments in the execution of such strategies are
discussed in the Executive Overview in Item 7.
Operational Excellence
We own and operate a portfolio of market rate apartment communities, diversified by both geography and price point, which we refer to as our
Real Estate portfolio. At December 31, 2018, our Real Estate portfolio included 134 apartment communities with 36,549 apartment homes in which we
held an average ownership of approximately 99%. This portfolio was divided about two thirds by value to our “Same Store” portfolio of stabilized
apartment communities and about one third by value to “Other Real Estate,” which includes recently acquired communities and communities under
redevelopment or development whose long-term financial contribution is not yet stabilized.
To manage our property operations efficiently and to increase the benefits from our local management expertise, we give direct responsibility for
operations within each area to area operations leaders with regular oversight by senior management. To enable the area operations leaders to focus
on sales and service, as well as to improve financial control and budgeting, we have dedicated area financial officers who support the operations
leaders. Additionally, with the exception of routine maintenance and purchases and installation of equipment, we have specialized teams that
manage capital spending related to larger and more complicated construction.
We seek to improve our property operations by: employing service-oriented, well-trained team members; taking advantage of advances in
technology; centralizing operational tasks where efficient to do so; standardizing business processes, operational measurements, and internal
reporting; and enhancing financial controls over field operations. We focus on the following areas:
3
Table of Contents
• Customer Satisfaction. Our operating culture is focused on our residents and providing them with a high level of service in a clean, safe,
and respectful living environment. We regularly monitor and evaluate our performance by providing customers with numerous
opportunities to grade our work. In 2018, we received 78,000 customer grades averaging 4.25 on a five-point scale. We use this customer
feedback as a daily management tool. We also publish on-line these customer evaluations as important and credible information for
prospective customers. We have automated certain aspects of our on-site operations to enable current and future residents to interact with
us using methods that are efficient and effective for them, such as making on-line requests for service work and executing leases and lease
renewals on-line. In addition, we emphasize the quality of our on-site team members through recruiting, training and retention programs,
which, with continuous and real-time customer feedback, contributes to improved customer service. We believe that greater customer
satisfaction leads to higher resident retention and increased occupancy rates, which in turn leads to increased revenue and reduced costs.
•
Resident Selection and Retention. In our apartment communities, we believe that one’s neighbors are a meaningful part of the customer
experience, together with the location of the community and the physical quality of the apartment homes. Part of our property operations
strategy is to focus on attracting and retaining stable, credit-worthy residents who are also good neighbors. We have explicit criteria for
resident selection, which we apply to new and renewal leases, including creditworthiness and behavior in accordance with our community
standards and our written “Good Neighbor Commitment.” Our focus on resident selection and retention led to 54% of expiring leases being
renewed in 2018, the highest result we have yet achieved.
• Revenue Management and Ancillary Services. We have a centralized revenue management system that leverages people, processes and
technology to work in partnership with our local property management teams to develop rental rate pricing. We seek to increase Free Cash
Flow, which we define as net operating income less Capital Replacements, by optimizing the balance between rental and occupancy rates, as
well as taking into consideration costs such as preparing an apartment home for a new resident. We are focused on careful measurements of
on-site operations, as we believe that timely and accurate collection of apartment community performance and resident profile data allows us
to maximize Free Cash Flow through better property management and leasing decisions. We seek to maximize profit by performing timely data
analysis of new and renewal pricing for each apartment home, thereby enabling us to adjust rents quickly in response to changes in supply
and demand and minimize vacancy time. We also generate incremental revenue by providing or facilitating the provision of services to our
residents, including, at certain apartment communities, telecommunications services, parking options, package lockers and storage space
rental.
• Controlling Expenses. Innovation is the foundation of our cost control efforts. Innovative activities we have undertaken include: moving
administrative tasks to our shared service center, which reduces costs and allows site teams to focus on sales and service; taking advantage
of economies of scale at the corporate level, through electronic procurement which reduces complexity and increases purchasing volume
discounts; focusing on life cycle costs by investing in more durable, longer-lived materials, which reduce turn times and costs; and
leveraging technology to enhance the customer experience through such items as website design and package lockers, which meet today’s
customer preference for self-service. These and other innovations contributed to a growth rate in controllable operating expense, which we
define as property expenses less taxes, insurance and utility expenses, compounding for the past decade at an annual rate of 0.1%.
•
Improving and Maintaining Apartment Community Quality. We believe that the physical condition and amenities of our apartment
communities are important factors in our ability to maintain and increase rental rates. We invest in the maintenance and improvement of our
apartment communities primarily through: Capital Enhancements, which may include kitchen and bath remodeling, energy conservation
projects and investments in longer-lived materials as described above, all of which are generally lesser in scope than is a redevelopment and
do not significantly disrupt property operations; Capital Improvements, which extend the useful life of an apartment community from its
condition at our date of purchase; and Capital Replacements, which are capital additions made to replace the portion of an apartment
community consumed during our ownership. During 2018, we invested approximately $2,890 per apartment home in Capital Enhancements,
$4,670 per apartment home in Capital Improvements planned as part of our initial investment in apartment communities acquired in 2018, $270
per apartment home in Capital Improvements for apartment communities acquired prior to 2018, and $1,052 per apartment home in Capital
Replacements.
Redevelopment
Our second line of business is the redevelopment and limited development of apartment communities. Through these activities, we expect to
create value by repositioning communities within our portfolio. Over the past five years, we have spent approximately $1.0 billion on redevelopment
and development, resulting in estimated value creation of approximately $400.0 million. We measure the rate and quality of financial returns by NAV
creation, an important component of Economic Income, our primary measure of
4
Table of Contents
long-term financial performance. We invest to earn risk-adjusted returns in excess of those expected from the apartment communities sold in paired
trades to fund the redevelopment or development.
We undertake a range of redevelopments, including those in which buildings or exteriors are renovated without the need to vacate apartment
homes; those in which significant renovation of apartment homes may be accomplished upon lease expiration and turnover; and those in which an
entire building or community is vacated. We often execute redevelopment using a phased approach, in which we renovate an apartment community
in stages. Redevelopment work may include seeking entitlements from local governments, which enhance the value of our existing portfolio by
increasing density, that is, the right to add apartment homes to a site.
We also undertake ground-up development when warranted by risk-adjusted investment returns, either directly or in connection with the
redevelopment of an existing apartment community. When warranted, we rely on the expertise and credit of a third-party developer familiar with the
local market to limit our exposure to construction risk. Of these two activities, we favor redevelopment because it permits adjustment to the scope
and timing of spending to align with changing market conditions and customer preferences.
Portfolio Management
Our portfolio management strategy involves the allocation of investment capital to enhance rent growth and increase long-term capital values
through portfolio design, emphasizing land value as well as location and submarket. We target geographic diversification in our portfolio in order to
reduce the volatility of our rental revenue and to reduce the risk of undue concentration in any particular market. Similarly, we seek price point
diversification by owning communities that offer apartment homes at rents below those asked by competitive new building supply.
Our portfolio of apartment communities is diversified across “A,” “B,” and “C+” price points, averaging “B/B+” in quality and is also diversified
across several of the largest markets in the United States. Please refer to the Executive Overview heading under Item 7 for a description of our
portfolio quality ratings. At December 31, 2018, our Real Estate portfolio was allocated about one-half to “A” rated properties, and about one-half to
“B” and “C+” rated properties.
As part of our portfolio strategy, we seek to sell up to 10% of our portfolio annually and to reinvest the proceeds from such sales in accretive
uses such as capital enhancements, redevelopments, limited development and selective acquisitions with projected Free Cash Flow internal rates of
return higher than expected from the communities being sold.
Balance Sheet
Our leverage strategy seeks to magnify financial returns while using leverage with appropriate caution. We limit risk through balance sheet
structure, employing low leverage, primarily non-recourse and long-dated property debt; build financial flexibility by maintaining ample unused and
available credit as well as holding properties with substantial value unencumbered by property debt; and use partners’ capital when it enhances
financial returns or reduces investment risk.
Our leverage includes our share of long-term, non-recourse, property debt encumbering apartment communities, outstanding borrowings under
our revolving credit facility, and outstanding preferred equity.
We target a ratio of Proportionate Debt and Preferred Equity to Adjusted EBITDA below 7.0x and we target a ratio of Adjusted EBITDA to
Adjusted Interest Expense and Preferred Dividends greater than 2.5x. Our ratios as of December 31, 2018 were 7.2x and 3.4x, respectively.
Our liquidity consists of cash balances and available capacity on our revolving line of credit. As of December 31, 2018, we had cash and
restricted cash of $72.6 million and had capacity to borrow $632.5 million under our revolving credit facility.
We manage our financial flexibility by maintaining an investment grade rating and holding apartment communities that are unencumbered by
property debt. As of December 31, 2018, we held unencumbered apartment communities with an estimated fair market value of approximately $2.7
billion, up 50% from December 31, 2017.
Please refer to the Executive Overview and Liquidity and Capital Resources headings under Item 7 for additional information regarding our
balance sheet and liquidity.
Team and Culture
Our team and culture are keys to our success. Our intentional focus on a collaborative and productive culture based on respect for others and
personal responsibility is reinforced by a preference for promotion from within. We focus on succession planning and talent development to
produce a strong, stable team that is the enduring foundation of our success. In 2018, we were recognized
5
Table of Contents
by the Denver Post as a Top Work Place for the sixth consecutive year, an accomplishment shared with only seven other companies in Colorado.
Competition
In attracting and retaining residents to occupy our apartment communities we compete with numerous other housing providers. Our apartment
communities compete directly with other rental apartments as well as condominiums and single-family homes that are available for rent or purchase
in the markets in which our apartment communities are located. Principal factors of competition include rent or price charged, attractiveness of the
location and apartment community, and the quality and breadth of services. The number of competitive apartment communities relative to demand
in a particular area has a material effect on our ability to lease apartment homes at our communities and on the rents we charge. In certain markets,
there exists an oversupply of newly-constructed apartment homes, single-family homes, and condominiums relative to consumer demand, which
affects the pricing and occupancy of our rental apartments.
We also compete with other real estate investors, including other apartment REITs, pension and investment funds, partnerships and investment
companies in acquiring, redeveloping, managing, obtaining financing for and disposing of apartment communities. This competition affects our
ability to acquire apartment communities we want to add to our portfolio and the price that we pay in such acquisitions; our ability to finance or
refinance communities in our portfolio and the cost of such financing; and our ability to dispose of communities we no longer desire to retain in our
portfolio and the timing and price available to us when we seek to dispose of such communities.
Taxation
Aimco
Aimco has elected to be taxed as a REIT under the Internal Revenue Code of 1986, as amended, which we refer to as the Code, commencing with
our taxable year ended December 31, 1994, and intends to continue to operate in such a manner. The Code imposes various requirements related to
organizational structure, distribution levels, diversity of stock ownership, and certain restrictions with regard to owned assets and categories of
income that must be met in order to continue to qualify as a REIT. If Aimco continues to qualify for taxation as a REIT, Aimco will generally not be
subject to United States federal corporate income tax on its taxable income that is currently distributed to stockholders. This treatment substantially
eliminates the “double taxation” (at the corporate and stockholder levels) that generally results from an investment in a corporation.
Certain of Aimco’s operations or a portion thereof, including property management and risk management are conducted through taxable REIT
subsidiaries, each of which we refer to as a TRS. A TRS is a subsidiary C-corporation that has not elected REIT status and, as such, is subject to
United States federal corporate income tax. We use TRS entities to facilitate our ability to offer certain services and activities to our residents and
investment partners that cannot be offered directly by a REIT. We also use TRS entities to hold investments in certain apartment communities.
The Aimco Operating Partnership
The Aimco Operating Partnership is treated as a “pass-through” entity for United States federal income tax purposes and is not subject to
United States federal income taxation. Partners in the Aimco Operating Partnership, however, are subject to tax on their allocable share of
partnership income, gains, losses, deductions and credits, regardless of whether the partners receive any actual distributions of cash or other
property from the Aimco Operating Partnership during the taxable year. Generally, the characterization of any particular item is determined by the
Aimco Operating Partnership, rather than at the partner level, and the amount of a partner’s allocable share of such item is governed by the terms of
the Aimco Operating Partnership’s Partnership Agreement. The Aimco Operating Partnership is subject to tax in certain states.
Regulation
General
Apartment communities and their owners are subject to various laws, ordinances, and regulations, including those related to real estate broker
licensing and regulations relating to recreational facilities such as swimming pools, activity centers and other common areas. Changes in laws
increasing the potential liability for environmental conditions existing on apartment communities or increasing the restrictions on discharges or
other conditions, as well as changes in laws affecting development, construction, and safety requirements, may result in significant unanticipated
expenditures, which would adversely affect our net income and cash flows from operating activities. In addition, existing rent control laws, as well
as future enactment of rent control or rent stabilization laws, or other laws regulating multifamily housing, may reduce rental revenue or increase
operating costs in particular markets.
6
Table of Contents
Environmental
Various federal, state and local laws subject apartment community owners or operators to liability for management, and the costs of removal or
remediation, of certain potentially hazardous materials that may be present at an apartment community. These materials may include lead-based
paint, asbestos, polychlorinated biphenyls and petroleum-based fuels. Such laws often impose liability without regard to fault or whether the owner
or operator knew of, or was responsible for, the release or presence of such materials. In connection with the ownership, operation and management
of apartment communities, we could potentially be liable for environmental liabilities or costs associated with our current apartment communities,
communities we acquire or manage in the future, or communities we previously owned or operated in the past. These and other risks related to
environmental matters are described in more detail in Item 1A. Risk Factors.
Insurance
Our primary lines of insurance coverage are property, general liability and workers’ compensation. We believe that our insurance coverages
adequately insure our apartment communities against the risk of loss attributable to fire, earthquake, hurricane, tornado, flood, terrorism and other
perils, and adequately insure us against other risk. Our coverage includes deductibles, retentions and limits that are customary in the industry. We
have established loss prevention, loss mitigation, claims handling and litigation management procedures to manage our exposure.
Employees
At December 31, 2018, we had approximately 1,050 team members, of whom about 700 were at the apartment community level performing on-site
functions or at our shared service center performing tasks that have been centralized there, with the balance managing corporate and area functions,
including investment and debt transactions, legal, finance and accounting, information systems, human resources and other support functions. As
of December 31, 2018, unions represented approximately 50 of our team members. We have never experienced a work stoppage and believe we
maintain satisfactory relations with our team members.
Available Information
Our combined Annual Report on Form 10-K, our combined Quarterly Reports on Form 10-Q, Current Reports on Form 8-K filed by Aimco or the
Aimco Operating Partnership and any amendments to any of those reports that we file with the Securities and Exchange Commission are available
free of charge as soon as reasonably practicable through Aimco’s website at www.aimco.com. The information contained on Aimco’s website is not
incorporated into this Annual Report. Aimco’s Common Stock is listed on the New York Stock Exchange under the symbol “AIV.” In 2018, Aimco’s
chief executive officer submitted his annual corporate governance listing standards certification to the New York Stock Exchange, which
certification was unqualified.
Item 1A. Risk Factors
The risk factors noted in this section and other factors noted throughout this Annual Report, describe certain risks and uncertainties that could
cause our actual results to differ materially from those contained in any forward-looking statement.
Redevelopment, development and construction risks could affect our profitability.
We are currently redeveloping certain of our apartment communities. During 2019, we expect to invest $225 million to $275 million in
redevelopment and development activities. Redevelopment and development are subject to numerous risks, including the following:
• we may be unable to obtain, or experience delays in obtaining, necessary zoning, occupancy or other required governmental or third-party
permits and authorizations, which could result in increased costs or the delay or abandonment of opportunities;
• we may incur costs that exceed our original estimates due to increased material, labor or other costs, such as litigation;
• we may be unable to complete construction and lease-up of an apartment community on schedule, resulting in increased construction and
financing costs and a decrease in expected rental revenues;
•
occupancy rates and rents at an apartment community may fail to meet our expectations for a number of reasons, including changes in
market and economic conditions beyond our control and the development of competing communities;
• we may be unable to obtain financing with favorable terms, or at all, which may cause us to delay or abandon an opportunity;
• we may abandon opportunities that we have already begun to explore, or stop projects we have already commenced, for a number of
reasons, including changes in local market conditions or increases in construction or financing costs, and, as a result, we may fail to recover
costs already incurred in exploring those opportunities;
• we may incur liabilities to third parties during the redevelopment or development process;
7
Table of Contents
•
•
unexpected events or circumstances may arise during the redevelopment or development process that affect the timing of completion and
the cost and profitability of the redevelopment or development; and
loss of a key member of a redevelopment or development team could adversely affect our ability to deliver redevelopments and
developments on time and within our budget.
Failure to generate sufficient net operating income may adversely affect our liquidity, limit our ability to fund necessary capital expenditures
or adversely affect our ability to pay dividends or distributions.
Our ability to fund necessary capital expenditures on our apartment communities depends on, among other things, our ability to generate net
operating income in excess of required debt payments. If we are unable to fund capital expenditures on our apartment communities, we may not be
able to preserve the competitiveness of our communities, which could adversely affect their net operating income and long-term value.
Our ability to make payments to our investors depends on our ability to generate net operating income in excess of required debt payments and
capital expenditure requirements. Our net operating income and liquidity may be adversely affected by events or conditions beyond our control,
including:
•
•
•
•
•
•
•
the general economic climate;
an inflationary environment in which the costs to operate and maintain our communities increase at a rate greater than our ability to increase
rents, which we can only do upon renewal of existing leases or at the inception of new leases;
competition from other apartment communities and other housing options;
local conditions, such as loss of jobs, unemployment rates or an increase in the supply of apartments, that might adversely affect apartment
occupancy or rental rates;
changes in governmental regulations and the related cost of compliance;
changes in tax laws and housing laws, including the enactment of rent control laws or other laws regulating multifamily housing; and
changes in interest rates and the availability of financing.
Competition could limit our ability to lease apartment homes or increase or maintain rents.
Our apartment communities compete for residents with other housing alternatives, including other rental apartments and condominiums, and, to
a lesser degree, single-family homes that are available for rent, as well as new and existing condominiums and single-family homes for sale.
Competitive residential housing as well as household formation and job creation in a particular area could adversely affect our ability to lease
apartment homes and to increase or maintain rental rates.
Because real estate investments are relatively illiquid, we may not be able to sell apartment communities when appropriate.
Real estate investments are relatively illiquid and generally cannot be sold quickly. REIT tax rules also restrict our ability to sell apartment
communities. Thus, we may not be able to change our portfolio promptly in response to changes in economic or other market conditions. Our ability
to dispose of apartment communities in the future will depend on prevailing economic and market conditions, including the cost and availability of
financing. This could have a material adverse effect on our financial condition or results of operations.
If we are not successful in our acquisition of apartment communities, our results of operations could be adversely affected.
The selective acquisition of apartment communities is a component of our strategy. However, we may not be able to complete transactions
successfully in the future. Although we seek to acquire apartment communities when such acquisitions increase our Free Cash Flow internal rate of
returns and are accretive to Net Asset Value, such transactions may fail to perform in accordance with our expectations. In particular, following
acquisition, the value and operational performance of an apartment community may be diminished if obsolescence or neighborhood changes occur
before we are able to redevelop or sell the community. This could have an adverse effect on our financial condition or results of operations.
Our existing and future debt financing could result in foreclosure of our apartment communities, prevent us from making distributions on our
equity, or otherwise adversely affect our liquidity.
We are subject to the risk that our cash flow from operations will be insufficient to make required payments of principal and interest, and the risk
that existing indebtedness may not be refinanced or that the terms of any refinancing will not be as favorable as the terms of existing indebtedness.
If we fail to make required payments of principal and interest on our non-recourse debt, our
8
Table of Contents
lenders could foreclose on the apartment communities and other collateral securing such debt, which would result in the loss to us of income and
asset value. As of December 31, 2018, the majority of our apartment communities were encumbered by debt. Our organizational documents do not
limit the amount of debt that we may incur, and we have significant amounts of debt outstanding. Payments of principal and interest may leave us
with insufficient cash resources to operate our communities or pay distributions required to be paid in order to maintain Aimco’s qualification as a
REIT.
Disruptions in the financial markets could affect our ability to obtain financing and the cost of available financing and could adversely affect
our liquidity.
Our ability to obtain financing and the cost of such financing depends on the overall condition of the United States credit markets. During
periods of economic uncertainty the United States credit markets may experience significant liquidity disruptions, which may cause the spreads on
debt financings to widen considerably and make obtaining financing, both non-recourse property debt and corporate borrowings such as those
under our revolving credit agreement, more difficult. In particular, apartment borrowers have benefited from the historic willingness of Federal
National Mortgage Association, or Fannie Mae, and the Federal Home Loan Mortgage Corporation, or Freddie Mac, to make substantial amounts of
loans secured by multi-family properties, even in times of economic distress. These two lenders are federally chartered and subject to federal
regulation, which is subject to change, making uncertain their prospects and ability to provide liquidity in a future downturn.
If our ability to obtain financing is adversely affected, we may be unable to satisfy scheduled maturities on existing financing through other
sources of liquidity, which could result in lender foreclosure on the apartment communities securing such debt and loss of income and asset value,
both of which would adversely affect our liquidity.
Increases in interest rates would increase our interest expense and reduce our profitability.
As of December 31, 2018, we had approximately $420.5 million of variable-rate indebtedness outstanding. We estimate that an increase in 30-day
LIBOR of 100 basis points with constant credit risk spreads would reduce our net income and the amount of net income attributable to our common
security holders (including Aimco common stockholders and the Aimco Operating Partnership’s common unitholders) by approximately $4.2 million
on an annual basis.
At December 31, 2018, we had approximately $72.6 million in cash and cash equivalents and restricted cash, a portion of which bear interest at
variable rates indexed to LIBOR-based rates, which may partially mitigate the effect of an increase in variable rates on our variable-rate indebtedness
discussed above.
Covenant restrictions may limit our ability to make payments to our investors.
Some of our debt and other securities contain covenants that restrict our ability to make distributions or other payments to our investors unless
certain financial tests or other criteria are satisfied. Our revolving credit agreement provides, among other things, that we may not make
distributions to our investors during any four consecutive fiscal quarters in an aggregate amount greater than 95% of our Funds From Operations
for such period, subject to certain non-cash adjustments, or such amount as may be necessary to maintain Aimco’s REIT status. Our outstanding
classes of preferred stock or preferred units prohibit the payment of dividends on our Common Stock or common partnership units if we fail to pay
the dividends to which the holders of the preferred stock or preferred units are entitled.
The Aimco Operating Partnership and its subsidiaries may be prohibited from making distributions and other payments.
All of Aimco’s apartment communities are owned, and all of Aimco’s operations are conducted, by the Aimco Operating Partnership. Further,
many of the Aimco Operating Partnership’s apartment communities are owned by subsidiaries of the Aimco Operating Partnership. As a result,
Aimco depends on distributions and other payments from the Aimco Operating Partnership, and the Aimco Operating Partnership depends on
distributions and payments from its subsidiaries in order to satisfy our financial obligations and make payments to our investors. The ability of the
Aimco Operating Partnership and its subsidiaries to make such distributions and other payments depends on their earnings and cash flows and
may be subject to statutory or contractual limitations. As an equity investor in the Aimco Operating Partnership and its subsidiaries, our right to
receive assets upon their liquidation or reorganization will be effectively subordinated to the claims of their creditors. To the extent that we are
recognized as a creditor of such subsidiaries, our claims may still be subordinate to any security interest in or other lien on their assets and to any
of their debt or other obligations that are senior to our claims.
Potential liability or other expenditures associated with potential environmental contamination may be costly.
Various federal, state and local laws subject apartment community owners or operators to liability for management, and the costs of removal or
remediation, of certain potentially hazardous materials that may be present in the land or buildings of an apartment community. Potentially
hazardous materials may include polychlorinated biphenyls, petroleum-based fuels, lead-based paint or asbestos, among other materials. Such laws
often impose liability without regard to fault or whether the owner or operator
9
Table of Contents
knew of, or was responsible for, the presence of such materials. The presence of, or the failure to manage or remediate properly, these materials may
adversely affect occupancy at such apartment communities as well as the ability to sell or finance such apartment communities. In addition,
governmental agencies may bring claims for costs associated with investigation and remediation actions, damages to natural resources and for
potential fines or penalties in connection with such damage or with respect to the improper management of hazardous materials. Moreover, private
plaintiffs may potentially make claims for investigation and remediation costs they incur or personal injury, disease, disability or other infirmities
related to the alleged presence of hazardous materials at an apartment community. In addition to potential environmental liabilities or costs
associated with our current apartment communities, we may also be responsible for such liabilities or costs associated with communities we acquire
or manage in the future, or apartment communities we no longer own or operate.
Laws benefiting disabled persons may result in our incurrence of unanticipated expenses.
Under the Americans with Disabilities Act of 1990, or ADA, all places intended to be used by the public are required to meet certain federal
requirements related to access and use by disabled persons. The Fair Housing Amendments Act of 1988, or FHAA, requires apartment communities
first occupied after March 13, 1991, to comply with design and construction requirements for disabled access. For those apartment communities
receiving federal funds, the Rehabilitation Act of 1973 also has requirements regarding disabled access. These and other federal, state and local
laws may require structural modifications to our apartment communities or changes in policy/practice, or affect renovations of the communities.
Noncompliance with these laws could result in the imposition of fines or an award of damages to private litigants and also could result in an order to
correct any non-complying feature, which could result in substantial capital expenditures. Although we believe that our apartment communities are
substantially in compliance with present requirements, we may incur unanticipated expenses to comply with the ADA, the FHAA and the
Rehabilitation Act of 1973 in connection with the ongoing operation or redevelopment of our apartment communities.
Moisture infiltration and resulting mold remediation may be costly.
Although we are proactively engaged in managing moisture intrusion and preventing the presence of mold at our apartment communities, it is
not unusual for periodic moisture intrusion to cause mold in isolated locations within an apartment community. We have implemented policies,
procedures and training, and include a detailed moisture intrusion and mold assessment during acquisition due diligence. We believe these
measures will manage mold exposure at our apartment communities and will minimize the effects that mold may have on our residents. To date, we
have not incurred any material costs or liabilities relating to claims of mold exposure or to abate mold conditions. We have only limited insurance
coverage for property damage claims arising from the presence of mold and for personal injury claims related to mold exposure.
Although we are insured for certain risks, the cost of insurance, increased claims activity or losses resulting from casualty events may affect our
operating results and financial condition.
We are insured for a portion of our consolidated apartment communities’ exposure to casualty losses resulting from fire, earthquake, hurricane,
tornado, flood and other perils, which insurance is subject to deductibles and self-insurance retention. We recognize casualty losses or gains based
on the net book value of the affected apartment community and the amount of any related insurance proceeds. In many instances, the actual cost to
repair or replace the apartment community may exceed its net book value and any insurance proceeds. We recognize the uninsured portion of
losses as casualty losses in the periods in which they are incurred. In addition, we are self-insured for a portion of our exposure to third-party claims
related to our employee health insurance plans, workers’ compensation coverage and general liability exposure. With respect to our exposure to
claims of third parties, we establish reserves at levels that reflect our known and estimated losses. The ultimate cost of losses and the impact of
unforeseen events may vary materially from recorded reserves, and variances may adversely affect our operating results and financial condition.
We purchase insurance to reduce our exposure to losses and limit our financial losses on large individual risks. The availability and cost of
insurance are determined by market conditions outside our control. No assurance can be made that we will be able to obtain and maintain insurance
at the same levels and on the same terms as we do today. If we are not able to obtain or maintain insurance in amounts we consider appropriate for
our business, or if the cost of obtaining such insurance increases materially, we may have to retain a larger portion of the potential loss associated
with our exposures to risks.
Natural disasters and severe weather may affect our operating results and financial condition.
Natural disasters such as earthquakes and severe weather such as hurricanes may result in significant damage to our apartment communities.
The extent of our casualty losses and loss in operating income in connection with such events is a function of the severity of the event and the
total amount of exposure in the affected area. When we have geographic concentration of exposures, a single catastrophe (such as an earthquake)
or destructive weather event (such as a hurricane) affecting a region may have a significant adverse effect on our financial condition and results of
operations. We cannot accurately predict natural disasters or severe weather, or the number and type of such events that will affect us. As a result,
our operating and financial results may vary significantly from one period to the next. Although we anticipate and plan for losses, there can be no
assurance that our financial
10
Table of Contents
results will not be adversely affected by our exposure to losses arising from natural disasters or severe weather in the future that exceed our
previous experience and assumptions.
We depend on our senior management.
Our success depends upon the retention of our senior management, including Terry Considine, our chief executive officer. We have a
succession planning and talent development process that is designed to identify potential replacements and develop our team members to provide
depth in the organization and a bench of talent on which to draw. However, there are no assurances that we would be able to find qualified
replacements for the individuals who make up our senior management if their services were no longer available. The loss of services of one or more
members of our senior management team could have a material adverse effect on our business, financial condition and results of operations. We do
not currently maintain key-man life insurance for any of our employees.
Aimco may fail to qualify as a REIT.
If Aimco fails to qualify as a REIT, Aimco will not be allowed a deduction for dividends paid to its stockholders in computing its taxable income,
and will be subject to United States federal income tax at regular corporate rates. This would substantially reduce our funds available for
distribution to our investors. Unless entitled to relief under certain provisions of the Code, Aimco also would be disqualified from taxation as a REIT
for the four taxable years following the year during which it ceased to qualify as a REIT. In addition, Aimco’s failure to qualify as a REIT would
place us in default under our revolving credit agreement.
We believe that Aimco operates, and has since its taxable year ended December 31, 1994, operated, in a manner that enables it to meet the
requirements for qualification as a REIT for United States federal income tax purposes. Aimco’s continued qualification as a REIT will depend on its
satisfaction of certain asset, income, investment, organizational, distribution, stockholder ownership and other requirements on a continuing basis.
Aimco’s ability to satisfy the asset tests depends upon our analysis of the fair market values of our assets, some of which are not susceptible to a
precise determination, and for which we do not obtain independent appraisals. Aimco’s compliance with the REIT annual income and quarterly
asset requirements also depends upon our ability to manage successfully the composition of our income and assets on an ongoing basis.
Moreover, the proper classification of an instrument as debt or equity for United States federal income tax purposes may be uncertain in some
circumstances, which could affect the application of the REIT qualification requirements. Accordingly, there can be no assurance that the Internal
Revenue Service, or the IRS, will not contend that our interests in subsidiaries or other issuers constitutes a violation of the REIT requirements.
Moreover, future economic, market, legal, tax or other considerations may cause Aimco to fail to qualify as a REIT, or Aimco’s Board of Directors
may determine to revoke its REIT status.
REIT distribution requirements limit our available cash.
As a REIT, Aimco is subject to annual distribution requirements. The Aimco Operating Partnership pays distributions intended to enable Aimco
to satisfy its distribution requirements. This limits the amount of cash available for other business purposes, including amounts to fund our growth.
Aimco generally must distribute annually at least 90% of its REIT taxable income, determined without regard to the dividends paid deduction and
excluding any net capital gain, in order for its distributed earnings not to be subject to United States federal corporate income tax. We intend to
make distributions to Aimco’s stockholders to comply with the requirements of the Code. However, differences in timing between the recognition of
taxable income and the actual receipt of cash could require us to sell apartment communities or borrow funds on a short-term or long-term basis to
meet the 90% distribution requirement of the Code.
Aimco may be subject to federal and state income taxes, in certain circumstances.
Even if Aimco qualifies as a REIT, Aimco may be subject to United States federal income and excise taxes in various situations, such as on its
undistributed income. Aimco could also be required to pay a 100% tax on any net income on non-arm’s length transactions between Aimco and a
taxable REIT subsidiary and on any net income from sales of apartment communities that were held for sale primarily in the ordinary course. State
and local tax laws may not conform to the United States federal income tax treatment, and Aimco may be subject to state or local taxation in various
state or local jurisdictions in which Aimco transacts business. Any taxes imposed on Aimco would reduce our operating cash flow and net income
and could negatively impact our ability to pay dividends and distributions.
Dividends payable by REITs do not qualify for the reduced tax rates available for some dividends.
REITs are entitled to a United States federal tax deduction for dividends paid to their stockholders. As compared to other taxable corporations,
this ability to reduce or eliminate the REIT’s taxable income by paying dividends to stockholders is a principal benefit of maintaining REIT status,
generally resulting in a lower combined tax liability of the REIT and its stockholders as
11
Table of Contents
compared to that of the combined tax liability of other taxable corporations and their stockholders. Notwithstanding this combined benefit,
dividends payable by REITs may result in marginally higher taxes to the stockholder.
C-corporations are generally required to pay United States federal income tax on earnings. After tax earnings are then available for stockholder
dividends. The maximum U.S. federal tax rate applicable to income from “qualified dividends” payable to United States stockholders that are
individuals, trusts and estates is currently 20%, plus the 3.8% investment tax surcharge. While dividends payable by REITs are generally not
eligible for the qualified dividend reduced rates, stockholders that are individuals, trusts or estates may deduct 20% of the aggregate amount of
ordinary dividends from REITs. This deduction is available for taxable years beginning after December 31, 2017, and before January 1, 2026, and will
generally cause the maximum tax rate for ordinary dividends from REITs to be 29.6%, plus the 3.8% investment tax surcharge. The more favorable tax
rates applicable to regular corporate qualified dividends could cause investors who are individuals, trusts and estates to perceive investments in
REITs to be relatively less attractive than investments in the shares of non-REIT corporates that pay dividends, which could adversely affect the
value of the shares of REITs, including Aimco Common Stock.
Changes to United States federal income tax laws could materially and adversely affect Aimco and Aimco’s stockholders.
The present United States federal income tax treatment of REITs may be modified, possibly with retroactive effect, by legislative, judicial or
administrative action at any time, which could affect the United States federal income tax treatment of an investment in Aimco Common Stock. The
United States federal income tax rules dealing with REITs constantly are under review by persons involved in the legislative process, the IRS and
the United States Treasury Department, which results in statutory changes as well as frequent revisions to regulations and interpretations. We
cannot predict how changes in the tax laws might affect Aimco or Aimco’s stockholders. Revisions in federal tax laws and interpretations thereof
could significantly and negatively affect Aimco’s ability to qualify as a REIT and the tax considerations relevant to an investment in Aimco
Common Stock, or could cause Aimco to change its investments and commitments.
Government housing regulations may limit the opportunities at some of our apartment communities and failure to comply with resident
qualification requirements may result in financial penalties and/or loss of benefits, such as rental revenues paid by government agencies.
Additionally, the government may cease to operate or reduce funding for government housing programs which would result in a loss of benefits
from those programs.
We own equity interests in entities that own certain apartment communities that benefit from governmental programs intended to provide
housing to people with low or moderate incomes. These programs, which are usually administered by the United States Department of Housing and
Urban Development, or HUD, or state housing finance agencies, typically provide one or more of the following: mortgage insurance; favorable
financing terms; tax-exempt interest; historic or low-income housing tax credits; or rental assistance payments to the apartment community owners.
As a condition of the receipt of assistance under these programs, the apartment communities must comply with various requirements, which
typically limit rents to pre-approved amounts and limit our choice of residents to those with incomes at or below certain levels. Failure to comply
with these requirements may result in financial penalties or loss of benefits. We are usually required to obtain the approval of HUD in order to
acquire or dispose of a significant interest in or manage a HUD-assisted apartment community. We may not always receive such approval.
Limits on ownership of shares specified in Aimco’s charter may result in the loss of economic and voting rights by purchasers that violate those
limits.
Aimco’s charter limits ownership of Common Stock by any single stockholder (applying certain “beneficial ownership” rules under the federal
securities laws) to 8.7% (or up to 12.0% upon a waiver from Aimco’s Board of Directors) of outstanding shares of Common Stock, or 15% in the
case of certain pension trusts, registered investment companies and Mr. Considine (or up to 18.0% for such pension trusts or registered investment
companies upon a waiver from Aimco’s Board of Directors). Aimco’s charter also limits ownership of Aimco’s Common Stock and preferred stock
by any single stockholder to 8.7% of the value of the outstanding Common Stock and preferred stock, or 15% in the case of certain pension trusts,
registered investment companies and Mr. Considine. The charter also prohibits anyone from buying shares of Aimco’s capital stock if the purchase
would result in Aimco losing its REIT status. This could happen if a transaction results in fewer than 100 persons owning all of Aimco’s shares of
capital stock or results in five or fewer persons (applying certain attribution rules of the Code) owning 50% or more of the value of all of Aimco’s
shares of capital stock. If anyone acquires shares in excess of the ownership limit or in violation of the ownership requirements of the Code for
REITs:
•
the transfer will be considered null and void;
• we will not reflect the transaction on Aimco’s books;
• we may institute legal action to enjoin the transaction;
12
Table of Contents
• we may demand repayment of any dividends received by the affected person on those shares;
• we may redeem the shares;
•
•
the affected person will not have any voting rights for those shares; and
the shares (and all voting and dividend rights of the shares) will be held in trust for the benefit of one or more charitable organizations
designated by Aimco.
Aimco may purchase the shares of capital stock held in trust at a price equal to the lesser of the price paid by the transferee of the shares or the
then current market price. If the trust transfers any of the shares of capital stock, the affected person will receive the lesser of the price paid for the
shares or the then current market price. An individual who acquires shares of capital stock that violate the above rules bears the risk that the
individual:
• may lose control over the power to dispose of such shares;
• may not recognize profit from the sale of such shares if the market price of the shares increases;
• may be required to recognize a loss from the sale of such shares if the market price decreases; and
• may be required to repay to us any dividends received from us as a result of his or her ownership of the shares.
Aimco’s charter may limit the ability of a third-party to acquire control of Aimco.
The 8.7% and other ownership limits discussed above may have the effect of delaying or precluding acquisition by a third-party of control of
Aimco without the consent of Aimco’s Board of Directors. Aimco’s charter authorizes its Board of Directors to issue up to 510,587,500 shares of
capital stock. As of December 31, 2018, 500,787,260 shares were classified as Common Stock, of which 149,133,826 were outstanding, and 9,800,240
shares were classified as preferred stock, of which 5,000,000 were outstanding. Under Aimco’s charter, its Board of Directors has the authority to
classify and reclassify any of Aimco’s unissued shares of capital stock into shares of capital stock with such preferences, conversion or other
rights, voting power restrictions, limitations as to dividends, qualifications or terms or conditions of redemptions as the Board of Directors may
determine. The authorization and issuance of a new class of capital stock could have the effect of delaying or preventing someone from taking
control of Aimco, where there is a difference of opinion between the Aimco Board of Directors and others as to what is in Aimco’s stockholders’
best interests.
The Maryland General Corporation Law may limit the ability of a third-party to acquire control of Aimco.
As a Maryland corporation, Aimco is subject to various Maryland laws that may have the effect of discouraging offers to acquire Aimco and
increasing the difficulty of consummating any such offers, where there is a difference of opinion between the Aimco Board of Directors and others
as to what is in Aimco’s stockholders’ best interests. The Maryland General Corporation Law, specifically the Maryland Business Combination Act,
restricts mergers and other business combination transactions between Aimco and any person who acquires, directly or indirectly, beneficial
ownership of shares of Aimco’s stock representing 10% or more of the voting power without Aimco’s Board of Directors’ prior approval. Any such
business combination transaction could not be completed until five years after the person acquired such voting power, and generally only with the
approval of stockholders representing 80% of all votes entitled to be cast and 66-2/3% of the votes entitled to be cast, excluding the interested
stockholder, or upon payment of a fair price. The Maryland General Corporation Law, specifically the Maryland Control Share Acquisition Act,
provides generally that a person who acquires shares of Aimco’s capital stock representing 10% or more of the voting power in electing directors
will have no voting rights unless approved by a vote of two-thirds of the shares eligible to vote. Additionally, the Maryland General Corporation
Law provides, among other things, that the board of directors has broad discretion in adopting stockholders’ rights plans and has the sole power to
fix the record date, time and place for special meetings of the stockholders. To date, Aimco has not adopted a stockholders’ rights plan. In addition,
the Maryland General Corporation Law provides that a corporation that:
•
•
has at least three directors who are not officers or employees of the entity or related to an acquiring person; and
has a class of equity securities registered under the Securities Exchange Act of 1934, as amended,
13
Table of Contents
may elect in its charter or bylaws or by resolution of the board of directors to be subject to all or part of a special subtitle that provides that:
•
•
•
•
•
the corporation will have a staggered board of directors;
any director may be removed only for cause and by the vote of two-thirds of the votes entitled to be cast in the election of directors
generally, even if a lesser proportion is provided in the charter or bylaws;
the number of directors may only be set by the board of directors, even if the procedure is contrary to the charter or bylaws;
vacancies may only be filled by the remaining directors, even if the procedure is contrary to the charter or bylaws; and
the secretary of the corporation may call a special meeting of stockholders at the request of stockholders only on the written request of the
stockholders entitled to cast at least a majority of all the votes entitled to be cast at the meeting, even if the procedure is contrary to the
charter or bylaws.
To date, Aimco has not made any of the elections described above.
Item 1B. Unresolved Staff Comments
None.
Item 2. Properties
Additional information about our consolidated apartment communities is contained in “Schedule III - Real Estate and Accumulated
Depreciation” in this Annual Report on Form 10-K. Refer to Note 4 to the consolidated financial statements in Item 8 for additional information
regarding property debt.
Our Real Estate portfolio is diversified by both price point and geography and consists of market rate apartment communities in which we own a
substantial interest. Our Real Estate portfolio includes garden style, mid-rise and high-rise apartment communities located in 17 states and the
District of Columbia. Our portfolio strategy seeks predictable rent growth from a portfolio of apartment communities diversified among some of the
largest markets in the United States, and that is diversified across “A,” “B” and “C+” price points, averaging “B/B+” in quality. As of December 31,
2018, our Real Estate portfolio consisted of roughly one-half “A” quality communities and one-half “B” and “C+” quality communities (as measured
by gross asset value). Please refer to the Executive Overview heading under Item 7 for a description of our portfolio quality ratings. The following
table sets forth information on the apartment communities in our Real Estate portfolio as of December 31, 2018:
Atlanta
Bay Area
Boston
Chicago
Denver
Greater New York
Greater Washington, DC
Los Angeles
Miami
Philadelphia
San Diego
Seattle
Other markets
Total Real Estate portfolio
Number of
Apartment
Communities
Number of
Apartment Homes
Average Economic
Ownership
5
12
15
10
8
18
14
13
5
8
12
2
12
134
817
2,632
4,689
3,246
2,151
1,040
5,900
4,347
2,671
2,638
2,423
239
3,756
36,549
100 %
100 %
100 %
100 %
98 %
100 %
100 %
100 %
100 %
97 %
97 %
100 %
99 %
99 %
At December 31, 2018, we owned an equity interest in 134 apartment communities with 36,549 apartment homes in our Real Estate portfolio. We
consolidated 130 of these apartment communities with 36,407 apartment homes.
These consolidated apartment communities contained, on average, 280 apartment homes, with the largest community containing 2,113 apartment
homes. These apartment communities offer residents a range of amenities, including resort pools with cabanas, grills, clubhouses, spas, fitness
centers, package lockers, dog parks and large open spaces. Many of the apartment homes offer features such as granite countertops, wood
flooring, stainless steel appliances, fireplaces, spacious closets, washer and dryer connections, balconies and patios.
14
Table of Contents
The majority of our consolidated apartment communities are encumbered by property debt. At December 31, 2018, apartment communities in our
Real Estate portfolio were encumbered by, in aggregate, $3.9 billion of property debt with a weighted average interest rate of 4.18% and a weighted
average maturity of 8.0 years. The apartment communities collateralizing this non-recourse property debt have an estimated aggregate fair value of
$10.2 billion. At December 31, 2018, we held unencumbered apartment communities with an estimated fair value of approximately $2.7 billion.
Item 3. Legal Proceedings
As further discussed in Note 5 to the consolidated financial statements in Item 8, we are engaged in discussions with regulatory agencies
regarding environmental matters at apartment communities we, or predecessor entities, previously owned. Although the outcome of these matters is
uncertain, we do not expect the resolution to have a material adverse effect on our consolidated financial condition, results of operations or cash
flows.
Item 4. Mine Safety Disclosures
Not applicable.
PART II
Item 5. Market for the Registrant’s Common Equity, Related Stockholder Matters and Issuer Purchases of Equity Securities
Aimco
Aimco’s Common Stock has been listed and traded on the NYSE under the symbol “AIV” since July 22, 1994.
On February 15, 2019, there were 148,766,616 shares of Common Stock outstanding, held by 1,673 stockholders of record. The number of holders
does not include individuals or entities who beneficially own shares but whose shares are held of record by a broker or clearing agency, but does
include each such broker or clearing agency as one record holder.
From time to time, Aimco may issue shares of Common Stock in exchange for OP Units, defined under The Aimco Operating Partnership heading
below. Please refer to Note 7 to the consolidated financial statements in Item 8 for further discussion of such exchanges. Aimco may also issue
shares of Common Stock in exchange for limited partnership interests in consolidated real estate partnerships. During the year ended December 31,
2018, Aimco did not issue any shares of Common Stock in exchange for OP Units or limited partnership interests in consolidated real estate
partnerships.
The following table summarizes Aimco’s share repurchases (in thousands, except for per share data) for the three months ended December 31,
2018:
Fiscal period
October 1 - October 31, 2018
November 1 - November 30, 2018
December 1 - December 31, 2018
Total
Total Number of
Shares
Purchased
Average Price
Paid per Share
Total Number of Shares
Purchased as Part of Publicly
Announced Plans or
Programs
Maximum Number
of Shares that May Yet Be
Purchased Under Plans or
Programs (1)
1,708
1,828
4,683
8,219
$
$
43.91
45.50
46.00
45.43
1,708
1,828
4,683
8,219
17,616
15,788
11,105
(1) Aimco’s Board of Directors has, from time to time, authorized Aimco to repurchase shares of its outstanding capital stock. This authorization has no
expiration date. These repurchases may be made from time to time in the open market or in privately negotiated transactions.
15
Table of Contents
Performance Graph
The following graph compares cumulative total returns for Aimco’s Common Stock, the MSCI US REIT Index, the NAREIT Apartment Index, and
the Standard & Poor’s 500 Total Return Index (the “S&P 500”). The MSCI US REIT Index is published by Morgan Stanley Capital International Inc.,
a provider of equity indices. The NAREIT Apartment Index is published by The National Association of Real Estate Investment Trusts, or NAREIT,
a representative of real estate investment trusts and publicly traded real estate companies with interests in United States real estate and capital
markets. The MSCI REIT Index reflects total shareholder return for a broad range of REITs and the NAREIT Apartment Index provides a more direct
multifamily peer comparison of total shareholder return. The indices are weighted for all companies that fit the definitional criteria of the particular
index and are calculated to exclude companies as they are acquired and to add companies to the index calculation as they become publicly traded
companies. All companies that fit the definitional criteria and existed at the point in time presented are included in the index calculations. The graph
assumes the investment of $100 in Aimco’s Common Stock and in each index on December 31, 2013, and that all dividends paid have been
reinvested. The historical information set forth below is not necessarily indicative of future performance.
Index
Aimco (1)
MSCI US REIT (1)
NAREIT Apartment Index (2)
S&P 500 (1)
For the fiscal years ended December 31,
2013
100.00
100.00
100.00
100.00
2014
148.04
130.38
139.62
113.69
2015
164.54
133.67
162.60
115.26
2016
192.98
145.16
167.24
129.05
2017
191.69
152.52
173.46
157.22
2018
199.60
145.55
179.88
150.33
(1) Source: S&P Global Market Intelligence © 2019
(2) Source: National Association of Real Estate Investment Trusts
The Performance Graph will not be deemed to be incorporated by reference into any filing by Aimco under the Securities Act of 1933, as
amended, or the Securities Exchange Act of 1934, as amended, except to the extent that Aimco specifically incorporates the same by reference.
16
Table of Contents
The Aimco Operating Partnership
Interests in the Aimco Operating Partnership that are held by limited partners other than Aimco are referred to as OP Units. OP Units include
common partnership units, which we refer to as common OP Units, as well as partnership preferred units, or preferred OP Units. There is no public
market for the Aimco Operating Partnership’s common partnership units, including OP Units, and we have no intention of listing the common
partnership units on any securities exchange. In addition, the Aimco Operating Partnership’s Partnership Agreement restricts the transferability of
common partnership units, including OP Units.
At February 15, 2019, there were 158,495,487 common partnership units and equivalents outstanding (148,766,616 of which were held by Aimco)
that were held by 2,515 unitholders of record.
The Aimco Operating Partnership’s Partnership Agreement generally provides that after holding common OP Units for one year, limited partners
other than Aimco have the right to redeem their common OP Units for cash or, at our election, shares of Aimco Common Stock on a one-for-one
basis (subject to customary antidilution adjustments).
No common OP Units or preferred OP Units held by Limited Partners were redeemed for shares of Aimco Common Stock during the year ended
December 31, 2018.
The following table summarizes the Aimco Operating Partnership’s repurchases of common OP Units for the three months ended December 31,
2018:
Fiscal period
October 1 - October 31, 2018
November 1 - November 30, 2018
December 1 - December 31, 2018
Total
Dividend and Distribution Payments
Total Number of
Units Purchased
Average Price
Paid per Unit
11,150
3,765
11,360
26,275
$
$
43.96
43.47
46.45
44.97
Total Number of
Units Purchased as Part of
Publicly Announced Plans or
Programs
Maximum Number
of Units that May Yet Be
Purchased Under Plans or
Programs
N/A
N/A
N/A
N/A
N/A
N/A
As a REIT, Aimco is required to distribute annually to holders of its Common Stock at least 90% of its “real estate investment trust taxable
income,” which, as defined by the Code and United States Department of Treasury regulations, is generally equivalent to net taxable ordinary
income. Aimco’s Board of Directors determines and declares its dividends. In making a dividend determination, Aimco’s Board of Directors
considers a variety of factors, including: REIT distribution requirements; current market conditions; liquidity needs; and other uses of cash, such as
for deleveraging and accretive investment activities. Aimco’s Board of Directors targets a dividend payout ratio between 65% and 70% of Adjusted
Funds From Operations.
In February 2019, the Aimco’s Board of Directors declared a special dividend on the common stock that consists of $67.1 million in cash and 4.5
million shares of Class A Common Stock. The special dividend will be payable on March 22, 2019, to stockholders of record as of February 22, 2019.
The special dividend amount includes the regular quarterly cash dividend, which for 2019 is expected to be $0.39 per share, which represents an
increase of 3% compared to cash dividends paid during 2018. Stockholders will have the opportunity to elect to receive the special dividend in the
form of all cash or all stock, subject to proration if either option is oversubscribed.
Stockholders receiving such dividend and any future dividend payable in cash and shares of Aimco Common Sock will be required to include
the full amount of such dividends as ordinary income to the extent of Aimco’s current and accumulated earnings and profits, as determined for
United States federal income tax purposes for the year of such dividends, and may be required to pay income taxes with respect to such dividends
in excess of the cash dividends received. With respect to certain non-United States stockholders, Aimco may be required to withhold United States
tax with respect to such dividends, including in respect of all or a portion of such dividend that is payable in Common Stock.
The Board of Directors of the Aimco Operating Partnership’s general partner determines and declares distributions on OP Units. Aimco, through
wholly-owned subsidiaries, is the general and special limited partner of and, as of December 31, 2018, owned a 94.3% ownership interest in the
common partnership units of the Aimco Operating Partnership. The Aimco Operating Partnership holds all of Aimco’s assets and manages the daily
operations of Aimco’s business. The distributions paid by the Aimco Operating Partnership to Aimco are used by Aimco to fund the dividends
paid to its stockholders. Accordingly, the per share dividends Aimco pays to its stockholders generally equal the per unit distributions paid by the
Aimco Operating Partnership to holders of its common partnership units.
17
Table of Contents
In February 2019, the Board of Directors of the Aimco Operating Partnership’s general partner declared a special distribution on the common
partnership units that consists of $71.5 million in cash and 4.8 million common partnership units. The special distribution will be payable on March
22, 2019, to unitholders of record as of February 22, 2019.
In order to neutralize the dilutive impact of the stock issued in the special dividend, Aimco’s Board of Directors also authorized a reverse stock
split in which every 1.03119 share of Class A Common Stock will be combined into one share of Class A Common Stock, effective at the close of
business on February 20, 2019. The Board of Directors of the Aimco Operating Partnership’s general partner authorized a corresponding reverse
unit split to be effective concurrent with the Aimco reverse stock split. As a result, total shares and total units outstanding following completion of
the transactions are expected to be unchanged from the total shares and units outstanding immediately prior to the transactions. Some stockholders
may have more Aimco shares and some may have fewer based on their individual elections.
Our revolving credit agreement includes customary covenants, including a restriction on dividends and other restricted payments, but permits
dividends and distributions during any four consecutive fiscal quarters in an aggregate amount of up to 95% of Aimco’s Funds From Operations
for such period, subject to certain non-cash adjustments, or such amount as may be necessary to maintain Aimco’s REIT status.
Item 6. Selected Financial Data
The following selected financial data is based on audited historical financial statements of Aimco and the Aimco Operating Partnership. This
information should be read in conjunction with such financial statements, including the notes thereto, and “Management’s Discussion and
Analysis of Financial Condition and Results of Operations” included herein or in previous filings with the Securities and Exchange Commission.
OPERATING DATA:
Total revenues
Net income
Net income attributable to Aimco/the Aimco Operating
Partnership per common share/unit – diluted
BALANCE SHEET INFORMATION:
Total assets
Total indebtedness
Non-recourse property debt of partnerships served by Asset
Management business
OTHER INFORMATION:
$
$
$
Years Ended December 31,
2018
2017
2016
2015
2014
(dollar amounts in thousands, except per share data)
972,410 $
716,603
$
1,005,437
347,079
$
995,854
483,273
$
981,310
271,983
984,363
356,111
4.21 $
1.96
$
2.67
$
1.52
$
2.06
6,190,004 $
4,075,665
$
6,079,040
3,861,770
$
6,232,818
3,648,206
$
6,118,681
3,599,648
6,068,631
3,852,885
—
227,141
236,426
249,493
255,140
Dividends/distributions declared per common share/unit
$
1.52 $
1.44
$
1.32
$
1.18
$
1.04
Item 7. Management’s Discussion and Analysis of Financial Condition and Results of Operations
Executive Overview
We are focused on the ownership, management, redevelopment and limited development of quality apartment communities located in several of
the largest markets in the United States.
Our principal financial objective is to provide predictable and attractive returns to our equity holders. We measure our long-term total return
using Economic Income, defined as Net Asset Value, or NAV, growth plus dividends. NAV is used by many investors because the value of
company assets can be readily estimated, even for non-earning assets such as land or properties under development. NAV has the advantage of
incorporating the investment decisions of thousands of real estate investors, enhancing comparability among companies that have differences in
their accounting, avoiding disparity that can result from application of GAAP to investment properties and various ownership structures. Some
investors focus on multiples of Adjusted Funds From Operations, or AFFO, and Funds From Operations, or FFO. Our disclosure of AFFO, a
measure of current return, complements our focus on Economic Income. We also use Pro forma Funds From Operations, or Pro forma FFO, as a
secondary measure of operational performance. Over the last five years, our Economic Income grew at a compound annual return of 11.5%
18
Table of Contents
as of September 30, 2018, comprised of a 8.5% compounded annual growth in net asset value, or NAV, per share and $6.36 in cash dividends per
share paid over the period. In 2018, AFFO grew by 1.9% to $2.16 per share.
Our business and five areas of strategic focus are described in more detail within the Business Overview in Item 1. The results from execution of
our business plan in 2018 are further described in the sections that follow.
Net income attributable to common stockholders per common share increased by $2.25 for the year ended December 31, 2018, as compared to
2017, primarily due to gains on the sale of the Asset Management Business and lower-rated apartment communities.
For the year ended December 31, 2018, our NAV per share increased by about 6%, which, with our cash dividend, provided Economic Income of
8.5%.
Pro forma FFO per share increased $0.02, or 0.8%, for the year ended December 31, 2018, as compared to 2017 due to the following items:
•
$0.08 from Same Store property net operating income growth of 3.1%, driven by a 3.1% increase in revenue, offset by a 3.3% increase in
expenses;
•
$0.16 net operating income contribution from redevelopment communities and lease-up communities; partially offset by
• A reduction of $0.14 from apartment communities sold to fund our investment activities;
• A reduction of $0.03 from the sale of the Asset Management business, net of the contribution from the reinvestment of the proceeds in
2018 acquisitions and repayment of debt;
• A reduction of $0.05 from lower tax benefits and other items, net.
The $0.02 increase in year-over-year Pro forma FFO per share plus $0.02 in lower capital replacement spending due to fewer apartment homes
increased AFFO by $0.04, or 1.9% per share.
Operational Excellence
We own and operate a portfolio of market rate apartment communities diversified by both geography and price point, which we refer to as our
Real Estate portfolio. At December 31, 2018, our Real Estate portfolio included 134 apartment communities with 36,549 apartment homes in which we
held an average ownership of approximately 99%. This portfolio was divided about two-thirds by value to our “Same Store” portfolio of stabilized
apartment communities and about one-third by value to “Other Real Estate,” which includes recently acquired communities and communities under
redevelopment or development whose long-term financial contribution is not yet stabilized.
Our property operations team produced solid results for our Real Estate portfolio for the year ended December 31, 2018. Highlights include:
• Average daily occupancy of 96.5%, 50 basis points higher than the year ended 2017;
•
•
Same Store net operating income increased 3.1% with 74.2% net operating income margin; and
Same Store rent increases on renewals and new leases averaged 4.5% and 1.5%, respectively, for a weighted average increase of 3.0%.
Our focus on efficient operations through productivity initiatives such as centralization of administrative tasks, optimization of economies of
scale at the corporate level, and investment in more durable, longer-lived materials has helped us control operating expenses. These and other
innovations contributed to limiting growth in controllable operating expense (defined as property expenses less taxes, insurance and utility
expenses) compounding for the past decade at an annual rate of 0.1%.
For the year ended December 31, 2018, our Real Estate portfolio provided 72% net operating income margins and 67% Free Cash Flow margins.
Redevelopment
Our second line of business is the redevelopment and limited development of apartment communities. Through these activities, we expect to
create value by repositioning communities within our portfolio. We measure the rate and quality of financial returns by NAV creation, an important
component of Economic Income, our primary measure of long-term financial performance. Over the past five years, we have spent approximately
$1.0 billion on redevelopment and development, resulting in estimated value creation of approximately $400.0 million. We also undertake limited
ground-up development when warranted by risk-adjusted
19
Table of Contents
investment returns, either directly or in connection with the redevelopment of an existing apartment community. When warranted, we rely on the
expertise and credit of a third-party developer familiar with the local market to limit our exposure to construction risk.
We invest to earn risk-adjusted returns in excess of those expected from the apartment communities sold in paired trades to fund the
redevelopment or development. Of these two activities, we favor redevelopment because it permits adjustment to the scope and timing of spending
to align with changing market conditions and customer preferences.
During the year ended December 31, 2018, we invested $175.9 million in redevelopment and development.
In Boulder, Colorado, we have invested $68.9 million in the development of Parc Mosaic, a 226-unit apartment home community. The site is two
miles from the new Google campus and is across the street from Ball Aerospace’s Technology Campus and Foothills Hospital. Building in Boulder
is highly regulated and new supply is limited, notwithstanding higher enrollment at the University of Colorado and increased employment generally.
At the University of Colorado Anschutz Medical Campus, we exercised our option to acquire approximately two acres of land adjacent to our 21
Fitzsimons apartment community, and broke ground on the development of The Fremont, a 253-apartment home community. We expect to invest
approximately $87.0 million to construct the community, which is expected to be ready for occupancy in late 2020.
We also commenced the next phase of redevelopment at our Flamingo community, located in Miami Beach, bringing our potential net investment
to $39.7 million. This phase includes extensive redevelopment of retail, leasing, and common areas, including major enhancements to the entryway.
In Center City, Philadelphia, we completed the redevelopment of Park Towne Place, and as of December 31, 2018, we had leased 95.6% of the
apartment homes at the community. This multi-year redevelopment of 940 apartment homes, amenities, and common area spaces, was executed on
plan and leased-up in-line with expectations with expected free cash flow returns of greater than 9%.
In San Jose, California we completed the redevelopment of Saybrook Pointe, a 324-apartment home, garden-style community. Construction was
completed on time and in-line with underwritten costs, and lease-up of the community finished ahead of schedule and at rates above underwriting,
increasing the expected free cash flow return to greater than 14%, a 100 basis point outperformance to underwriting.
As of December 31, 2018, our total estimated net investment in redevelopment and development activities is $571.2 million, with a projected
weighted average net operating income yield on these investments of 6.1%, assuming untrended rents. As of December 31, 2018, $361.0 million of
this total has been funded.
During the year ended December 31, 2018, we leased 457 apartment homes at our redevelopment and development communities. At December 31,
2018, our exposure to lease-up at active redevelopment and development communities was approximately 366 apartment homes, of which 208 were
being constructed at Parc Mosaic, and 158 were located in four other communities. Additionally, we expect to acquire One Ardmore in 2019 upon its
completion as part of the Philadelphia portfolio acquisition announced in April 2018. This acquisition will increase our exposure to lease-up risk by
approximately 100 apartment homes.
See below under the Liquidity and Capital Resources – Redevelopment/Development heading for additional information regarding our
redevelopment and development investment during the year ended December 31, 2018.
Portfolio Management
Our portfolio of apartment communities is diversified across “A,” “B,” and “C+” price points, averaging “B/B+” in quality and is diversified
across several of the largest markets in the U.S. We measure the quality of apartment communities in our Real Estate portfolio based on average
rents of our apartment homes compared to local market average rents as reported by a third-party provider of commercial real estate performance
and analysis. Under this rating system, we classify as “A” quality apartment communities those earning rents greater than 125% of the local market
average; as “B” quality apartment communities those earning rents between 90% and 125% of the local market average; as “C+” quality apartment
communities those earning rents greater than $1,100 per month, but lower than 90% of local market average; and as “C” quality apartment
communities those earning rents less than $1,100 per month and lower than 90% of local market average. We classify as “B/B+” quality a portfolio
that on average earns rents between 100% and 125% of the local market average rents where the portfolio is located. Although some companies and
analysts within the multifamily real estate industry use apartment community quality ratings of “A,” “B,” and “C,” some of which are tied to local
market rent averages, the metrics used to classify apartment community quality as well as the period for which local market rents are calculated may
vary from company to company. Accordingly, our rating system for measuring apartment community quality is neither broadly nor consistently
used in the multifamily real estate industry.
20
Table of Contents
As part of our portfolio strategy, we seek to sell up to 10% of our portfolio annually and to reinvest the proceeds from such sales in accretive
uses such as capital enhancements, redevelopments, limited developments and selective acquisitions with projected Free Cash Flow internal rates
of return higher than expected from the communities being sold. Through this disciplined approach to capital recycling, we have significantly
increased the quality and expected growth rate of our portfolio.
Average Revenue per Aimco apartment home (1)
Portfolio Average Rents as a Percentage of Local Market Average Rents
Percentage A (4Q 2018 Average Revenue per Aimco Apartment Home $2,786)
Percentage B (4Q 2018 Average Revenue per Aimco Apartment Home $1,850)
Percentage C+ (4Q 2018 Average Revenue per Aimco Apartment Home $1,706)
Three Months Ended
December 31,
2018
2015
$
2,126
$
113 %
51 %
33 %
16 %
1,771
111 %
51 %
32 %
17 %
(1) Represents average monthly rental and other property revenues (excluding resident reimbursement of utility cost) divided by the number of occupied
apartment homes as of the end of the period.
The quality of our portfolio improved through value created by our redevelopment and transaction activities, contributing to the increase in
average revenue per apartment home. Our average revenue per apartment home was $2,126 for the three months ended December 31, 2018, a 6.4%
compounded annual growth rate compared to 2015. This increase is due to growth in Same Store revenue as well as our acquisition activities, lease-
up of redevelopment and acquisition communities, and the sale of communities with average monthly revenues per apartment home lower than
those of the retained portfolio.
As we execute our portfolio strategy, we expect to increase average revenue per Aimco apartment home at a rate greater than market rent
growth; increase Free Cash Flow margins; and maintain sufficient geographic and price point diversification to limit volatility and concentration risk.
Apartment Community Acquisitions
We evaluate potential acquisitions with an eye for unique and opportunistic investments, and fund acquisitions pursuant to our “paired trade”
discipline.
During the year ended December 31, 2018, we acquired six apartment communities. We acquired for $307.9 million four apartment communities in
the Philadelphia area including 665 apartment homes and 153,000 square feet of office and retail space. We also acquired for $160.0 million Bent Tree
Apartments, a 748-apartment home community in Fairfax County, Virginia, and for $29.7 million Avery Row, a 67-apartment home community in
Arlington, Virginia.
In addition to the four communities in Philadelphia that were acquired in 2018, we also agreed last year to purchase a fifth community, One
Ardmore, upon completion of its construction in the first half of 2019.
Dispositions
During the year ended December 31, 2018, we sold for $590.0 million our Asset Management business and four affordable apartment
communities located in the Hunters Point area of San Francisco. After payment of transaction costs and repayment of property-level debt
encumbering the Hunters Point apartment communities, net proceeds to us were $512.2 million.
During the year ended December 31, 2018, we also sold for $242.3 million four apartment communities with 1,334 apartment homes, which were
previously included in our Real Estate segment. Net proceeds to us were $230.1 million. Two of these apartment communities were located in
southern Virginia, one was located in suburban Maryland, and one was located in northern Philadelphia.
During the year ended December 31, 2018, we sold our interests in the entities owning the La Jolla Cove property in settlement of legal actions
filed in 2014 by a group of disappointed buyers who had hoped to acquire the property. We provided seller financing with a stated value of $48.6
million and received net cash proceeds of approximately $5.0 million upon the sale.
In January 2019, we sold two apartment communities with 782 apartment homes for gross proceeds of $141.2 million. One community was located
in Schaumberg, Illinois and the other located in Virginia Beach, Virginia.
Proceeds from the 2018 and 2019 sales were used to fund accretive investments in community acquisitions, capital enhancements,
redevelopments and share repurchases, representing continued execution of our paired trade strategy. This reallocation of $1.1 billion in capital
increased expected Free Cash Flow internal rates of return by 420 basis points.
21
Table of Contents
Balance Sheet
Leverage
Our leverage strategy seeks to increase financial returns while using leverage with appropriate caution. We limit risk through balance sheet
structure, employing low leverage, primarily non-recourse and long-dated property debt; build financial flexibility by maintaining ample unused and
available credit as well as holding properties with substantial value unencumbered by property debt; and use partners’ capital when it enhances
financial returns or reduces investment risk.
Our leverage includes our share of long-term, non-recourse property debt encumbering apartment communities, outstanding borrowings on the
revolving credit facility and outstanding preferred equity. For additional information regarding our leverage, please see the discussion under the
Liquidity and Capital Resources heading.
Leverage Ratios
We target the ratio of Proportionate Debt and Preferred Equity to Adjusted EBITDA to be below 7.0x and we target the ratio of Adjusted
EBITDA to Adjusted Interest Expense and Preferred Dividends to be greater than 2.5x. Our leverage ratios for the three months ended December 31,
2018, are presented below:
Proportionate Debt to Adjusted EBITDA
Proportionate Debt and Preferred Equity to Adjusted EBITDA
Adjusted EBITDA to Adjusted Interest Expense
Adjusted EBITDA to Adjusted Interest Expense and Preferred Dividends
6.8x
7.2x
3.8x
3.4x
Our Adjusted EBITDA has been calculated on a pro forma basis to adjust for significant items impacting the three months ended December 31,
2018 for which annualization would distort the results. Leverage ratios are elevated by 0.5x due to the use of debt to fund temporarily the Aimco
common share repurchases completed during the three months ended December 31, 2018. We intend to reduce our Proportionate Debt and Preferred
Equity to Adjusted EBITDA to 6.9x by the end of 2019 from earnings growth, primarily due to increasing contribution from Same Store apartment
communities and reduction of debt balances due to regularly-scheduled debt amortization and apartment community sales, partially offset by the
loss of earnings from communities sold. As used in the ratios above, Preferred Equity represents Aimco’s preferred stock and the Aimco Operating
Partnership’s preferred OP units.
Refinancing Activity
During the year ended December 31, 2018, we addressed approximately half of our property loans maturing in 2019, 2020, and 2021. We placed
$867.4 million of new loans, $740.4 million of fixed-rate loans at a weighted average interest rate of 4.20% and a weighted average term of 9.3 years,
and $127.0 million of variable-rate loans with rates floating at 115 basis points over 30-day LIBOR and a weighted average term of 5.1 years. This
refinancing activity results in an annual interest savings of $13.0 million.
Liquidity
Our liquidity consists of cash balances and available capacity on our revolving line of credit. During the year ended December 31, 2018, we
exercised our option to expand our revolving credit facility by $200.0 million, bringing the total borrowing capacity to $800.0 million. As of
December 31, 2018, we had cash and restricted cash of $72.6 million and had the capacity to borrow up to $632.5 million on our revolving credit
facility, after consideration of $7.1 million letters of credit backed by the facility. We use our credit facility primarily for working capital and other
short-term purposes and to secure letters of credit.
We manage our financial flexibility by maintaining an investment grade rating and holding apartment communities that are unencumbered by
property debt. At December 31, 2018, we held unencumbered apartment communities with an estimated fair market value of approximately $2.7
billion, up 50% from December 31, 2017.
Two credit rating agencies rate our creditworthiness, using different methodologies and ratios for assessing our credit, and both have rated our
credit and outlook as BBB- (stable), an investment grade rating. Although some of the ratios they use are similar to those we use to measure our
leverage, there are differences in our methods of calculation and therefore our leverage ratios disclosed above are not indicative of the ratios that
may be calculated by these agencies.
22
Table of Contents
Equity Capital Activities
During the year ended December 31, 2018, we repurchased 8.7 million shares of common stock, of which 0.5 million settled in January 2019, all for
$394.1 million, at a weighted average price of $45.33 per share, approximately a 20% discount to our published NAV per share. Approximately half of
the repurchases were funded with proceeds from 2018 and January 2019 property sales at a premium to the values ascribed to these communities in
our published NAV. The remaining half of repurchases are temporarily funded with borrowings on our credit facility. We expect to repay these
borrowings with proceeds from the sale of communities now under contract, again at prices greater than those used in our published NAV. With the
completion of these transactions, we will have increased NAV by an estimated $0.67 per share.
The 2019 property sales necessary to fund our share repurchases are expected to generate taxable gains of $285 million, which is in excess of our
regular quarterly dividend. Accordingly, on February 3, 2019, Aimco’s Board of Directors declared a special dividend on the common stock that
consists of $67.1 million in cash and 4.5 million shares of common stock. The special dividend will be payable on March 22, 2019, to stockholders of
record as of February 22, 2019. The special dividend also includes the regular quarterly cash dividend, which for 2019 is expected to be $0.39 per
share, which represents an increase of 3% compared to cash dividends paid during 2018.
Stockholders will have the opportunity to elect to receive the special dividend in the form of all cash or all stock, subject to proration if either
option is oversubscribed. Based on Aimco’s closing share price on February 15, 2019, we estimate the aggregate value of the special dividend to be
approximately $290.3 million. However, the actual value will vary depending on the price of Aimco common stock on the dividend valuation dates
(March 11 and 12, 2019).
In order to neutralize the dilutive impact of the stock issued in the special dividend, Aimco’s Board also authorized a reverse stock split,
effective on February 20, 2019. As a result, total shares outstanding following completion of both the special dividend and the reverse stock split
are expected to be unchanged from the total shares outstanding immediately prior to the transactions. Some stockholders may have more Aimco
shares and some may have fewer based on their individual elections. The reverse split will facilitate comparability of Aimco per share results before
and after these transactions.
In aggregate, these transactions:
Increase NAV per share by 1%;
•
• Do not affect Aimco’s regular quarterly cash dividend;
• Reduce the number of Aimco shares outstanding by 6% (as a result of the share repurchases);
• Minimize the aggregate tax paid by Aimco and its stockholders;
• Are leverage neutral; and
• Result in no change in the number of shares outstanding (as a result of the special dividend and the reverse stock split), thereby improving
comparability of per share results.
Team and Culture
Our team and culture are keys to our success. Our intentional focus on a collaborative and productive culture based on respect for others and
personal responsibility is reinforced by a preference for promotion from within based on succession planning and talent development to produce a
strong, stable team that is the enduring foundation of our success. In 2018, we were recognized by the Denver Post as a Top Work Place for the
sixth consecutive year, an accomplishment shared with only seven other companies in Colorado.
Key Financial Indicators
The key financial indicators that we use in managing our business and in evaluating our operating performance are Economic Income, our
measure of long-term total return, and AFFO, our measure of current return. In addition to these indicators, we evaluate our operating performance
and financial condition using: Pro forma FFO; Free Cash Flow; Same Store property net operating income; proportionate property net operating
income; average revenue per effective apartment home; leverage ratios; and net leverage.
23
Table of Contents
Results of Operations
Because our operating results depend primarily on income from our apartment communities, the supply of and demand for apartments influences
our operating results. Additionally, the level of expenses required to operate and maintain our apartment communities and the pace and price at
which we redevelop, acquire and dispose of our apartment communities affect our operating results.
The following discussion and analysis of the results of our operations and financial condition should be read in conjunction with the
accompanying consolidated financial statements in Item 8.
Overview
2018 compared to 2017
Net income attributable to Aimco and net income attributable to the Aimco Operating Partnership increased by $350.5 million and $370.4 million,
respectively, for the year ended December 31, 2018 as compared to 2017. The increase in income was primarily due to an increase in gain on
dispositions of real estate, including the 2018 sale of our Asset Management business, and results of operations described more fully below,
partially offset by an increase in depreciation and amortization resulting from redeveloped and developed apartment homes placed into service.
2017 compared to 2016
Net income attributable to Aimco and net income attributable to the Aimco Operating Partnership decreased by $114.6 million and $120.0 million,
respectively, for the year ended December 31, 2017 as compared to 2016. The decrease in income was principally due to a decrease in gain on
dispositions of real estate and an increase in depreciation and amortization resulting from redeveloped apartment homes placed into service and the
completion of One Canal and the acquisition of Indigo in 2016, partially offset by improved operating results.
The following paragraphs discuss these and other items affecting the results of operations of Aimco and the Aimco Operating Partnership in
more detail.
Property Operations
As described under the preceding Executive Overview heading, we have a single reportable segment, Real Estate, which consists of market rate
apartment communities in which we hold a substantial equity ownership interest.
We use proportionate property net operating income to assess the operating performance of our Real Estate portfolio. Proportionate property
net operating income reflects our share of rental and other property revenues, excluding resident utility reimbursement, less direct property
operating expenses, net of resident utility reimbursement, and including real estate taxes, for consolidated apartment communities we manage.
Accordingly, the results of operations of our Real Estate segment discussed below are presented on a proportionate basis and exclude the results
of four apartment communities with 142 apartment homes that we neither manage nor consolidate. Beginning in 2018, our segment results below
reflect utility reimbursements as a reduction of the corresponding expense. We have revised the 2017 and 2016 amounts to conform to this
presentation.
We do not include offsite costs associated with property management or casualty-related amounts in our assessment of segment performance.
Accordingly, these items are not allocated to our segment results discussed below.
Refer to Note 12 to the consolidated financial statements in Item 8 for further discussion regarding our reportable segment, including a
reconciliation of these proportionate amounts to consolidated rental and other property revenues and property operating expenses.
Real Estate Proportionate Property Net Operating Income
We classify apartment communities within our Real Estate segment as Same Store and Other Real Estate. Same Store communities are those that
have reached a stabilized level of operations as of the beginning of a two-year comparable period and maintained it throughout the current and
comparable prior year, and are not expected to be sold within 12 months. Other Real Estate includes apartment communities that do not meet the
Same Store definition, including, but not limited to: redevelopment and development apartment communities, which are those currently under
construction that have not achieved a stabilized level of operations and those that have been completed in recent years that have not achieved and
maintained stabilized operations for both the current and comparable prior year; acquisition apartment communities, which are those we have
acquired since the beginning of a two-year comparable period; and communities that we expect to sell within 12 months but do not yet meet the
criteria to be classified as held for sale.
24
Table of Contents
As of December 31, 2018, our Real Estate segment consisted of 93 Same Store communities with 25,905 apartment homes and 35 Other Real
Estate communities with 9,720 apartment homes.
From December 31, 2017 to December 31, 2018, on a net basis, our Same Store portfolio increased by one community and decreased by 481
apartment homes. These changes consisted of:
•
•
•
•
•
•
the addition of one developed apartment community with 91 apartment homes and one redeveloped apartment community with 104
apartment homes that were classified as Same Store upon maintaining stabilized operations for the entirety of the periods presented;
the addition of one acquired apartment community with 115 apartment homes that was classified as Same Store because we have now
owned it for the entirety of the periods presented;
the addition of one apartment community with 492 apartment homes which we no longer expect to sell within 12 months;
the reduction of one apartment community with 821 apartment homes sold during the period;
the reduction of one apartment community with 94 apartment homes we expect to sell during 2019; and
the reduction of one apartment community with 368 apartment homes classified as held for sale at December 31, 2018.
As of December 31, 2018, our Other Real Estate communities included:
•
•
•
13 apartment communities with 6,294 apartment homes in redevelopment or development;
7 apartment communities with 1,943 apartment homes recently acquired; and
15 apartment communities with 1,483 apartment homes that do not meet the definition of Same Store because they are either subject to
agreements that limit the amount by which we may increase rents or have not reached or maintained a stabilized level of occupancy as of
the beginning of a two-year comparable period, often due to a casualty event.
Our Real Estate segment results for the years ended December 31, 2018 and 2017, as presented below, are based on the apartment community
classifications as of December 31, 2018.
(in thousands)
Rental and other property revenues before utility reimbursements:
Same Store communities
Other Real Estate communities
Total
Property operating expenses, net of utility reimbursements:
Same Store communities
Other Real Estate communities
Total
Proportionate property net operating income:
Same Store communities
Other Real Estate communities
Total
Year Ended December 31,
2018
2017
$ Change
% Change
$
$
580,536 $
273,704
854,240
563,040 $
218,154
781,194
150,042
88,818
238,860
145,301
77,430
222,731
430,494
184,886
615,380 $
417,739
140,724
558,463 $
17,496
55,550
73,046
4,741
11,388
16,129
12,755
44,162
56,917
3.1 %
25.5 %
9.4 %
3.3 %
14.7 %
7.2 %
3.1 %
31.4 %
10.2 %
For the year ended December 31, 2018 compared to 2017, our Real Estate segment’s proportionate property net operating income increased $56.9
million, or 10.2%.
Same Store proportionate property net operating income increased by $12.8 million, or 3.1%. This increase was primarily attributable to a $17.5
million, or 3.1%, increase in rental and other property revenues due to higher average monthly revenues of $50 per Aimco apartment home
comprised of increases in rental rates and a 50 basis point increase in average daily occupancy. Renewal rents, which is the rent paid by an existing
resident who renewed a lease compared to the rent paid prior to renewal, were up 4.5% for the year ended December 31, 2018, and new lease rents,
which is the rent paid by a new resident compared to the rent paid by the previous resident of the same apartment home, were up 1.5%, resulting in
a weighted average increase of 3.0%. The increase in Same Store rental and other property revenues was partially offset by a $4.7 million, or 3.3%,
increase in property operating expenses, primarily due to increases in real estate taxes and repairs and maintenance costs. During the year ended
25
Table of Contents
December 31, 2018 compared to 2017, controllable operating expenses, which exclude utility costs, real estate taxes and insurance, increased by $1.5
million, or 2.0%.
The proportionate property net operating income of Other Real Estate communities increased by $44.2 million, or 31.4%, for the year ended
December 31, 2018 compared to 2017 primarily due to:
•
•
•
a $24.1 million increase in property net operating income due to the 2018 acquisition of the four Philadelphia communities, Bent Tree
Apartments and Avery Row, as well as the stabilization of Indigo;
an $11.0 million increase in property net operating income due to leasing activities at redevelopment and development communities,
partially offset by decreases due to apartment homes taken out of service for redevelopment; and
higher property net operating income of $9.1 million from other communities, primarily the effect of our increased ownership interest in the
Palazzo communities from our June 2017 reacquisition of a 47% limited partner interest in the related joint venture.
As of December 31, 2017, as defined by our segment performance metrics, our Real Estate portfolio consisted of 90 Same Store apartment
communities with 25,197 apartment homes and 32 Other Real Estate communities with 8,845 apartment homes.
As of December 31, 2017, our Other Real Estate communities included:
•
•
•
15 apartment communities with 6,386 apartment homes in redevelopment or development;
2 apartment communities with 578 apartment homes recently acquired; and
15 apartment communities with 1,881 apartment homes that do not meet the definition of Same Store because they are either subject to
agreements that limit the amount by which we may increase rents or have not reached or maintained a stabilized level of occupancy as of
the beginning of a two-year comparable period, often due to a casualty event.
Our Real Estate segment results for the years ended December 31, 2017 and 2016, as presented below, are based on the apartment community
classifications as of December 31, 2017, and exclude amounts related to apartment communities sold or classified as held for sale during 2018. The
results of operations for these communities are reflected in the comparable periods in the tables below.
(in thousands)
Rental and other property revenues before utility reimbursements:
Same Store communities
Other Real Estate communities
Total
Property operating expenses, net of utility reimbursements:
Same Store communities
Other Real Estate communities
Total
Proportionate property net operating income:
Same Store communities
Other Real Estate communities
Total
Year Ended December 31,
2017
2016
$ Change
% Change
$
$
547,912 $
233,282
781,194
530,619 $
189,683
720,302
141,773
80,958
222,731
140,007
70,419
210,426
406,139
152,324
558,463 $
390,612
119,264
509,876 $
17,293
43,599
60,892
1,766
10,539
12,305
15,527
33,060
48,587
3.3 %
23.0 %
8.5 %
1.3 %
15.0 %
5.8 %
4.0 %
27.7 %
9.5 %
For the year ended December 31, 2017 compared to 2016, our Real Estate segment’s proportionate property net operating income increased $48.6
million, or 9.5%.
Same Store proportionate property net operating income increased by $15.5 million, or 4.0%. This increase was primarily attributable to a $17.3
million, or 3.3%, increase in rental and other property revenues due to higher average revenues of approximately $59 per effective home, comprised
primarily of increases in rental rates. Renewal rents, which is the rent paid by an existing resident who renewed a lease compared to the rent paid
prior to renewal, were up 4.6% for the year ended December 31, 2017, and new lease rents, which is the rent paid by a new resident compared to the
rent paid by the previous resident of the same apartment home, were up 0.6%, resulting in a weighted average increase of 2.5%. The increase in
Same Store rental and other property revenues was partially offset by a $1.8 million, or 1.3%, increase in property operating expenses, primarily due
to
26
Table of Contents
increases in real estate taxes. During the year ended December 31, 2017 compared to 2016, controllable operating expenses, which exclude utility
costs, real estate taxes and insurance, decreased by $1.6 million, or 2.1%.
The proportionate property net operating income of Other Real Estate communities increased by $33.1 million, or 27.7%, for the year ended
December 31, 2017 compared to 2016 primarily due to:
•
•
redevelopment and lease-up activities during the year ended December 31, 2017, which helped contribute to incremental property net
operating income of $20.9 million compared to 2016; and
higher property net operating income of $12.0 million from other communities, including the effect of our increased ownership interest
in the Palazzo communities from our June 2017 reacquisition of the 47% limited partner interest in the related joint venture.
Non-Segment Real Estate Operations
Operating income amounts not attributed to our Real Estate segment include offsite costs associated with property management, casualty
losses, and the results of apartment communities sold or held for sale, reported in consolidated amounts, which we do not allocate to our Real
Estate segment for purposes of evaluating segment performance, as described in Note 12 to the consolidated financial statements in Item 8.
For the years ended December 31, 2018, 2017 and 2016, casualty losses totaled $4.0 million, $8.2 million and $5.6 million, respectively. Casualty
losses during the year ended December 31, 2018 included several claims, primarily due to storm and fire damage, partially offset by recovery from
insurance carriers for insured losses in excess of policy limits. Casualty losses were elevated during the year ended December 31, 2017, primarily due
to hurricane damage.
For the years ended December 31, 2018, 2017 and 2016, apartment communities previously in our Real Estate portfolio that were sold or classified
as held for sale generated net operating income of $22.3 million, $59.6 million and $79.7 million, respectively.
Asset Management Results
Prior to the July 2018 sale of our Asset Management business, we provided asset management and other services to certain consolidated
partnerships owning apartment communities that qualify for low-income housing tax credits and are structured to provide for the pass-through of
tax credits and tax deductions to their partners.
Contribution from Asset Management in our consolidated financial statements included: fees and other amounts paid to us from the net
operating income of partnerships served by our Asset Management business, less interest expense incurred on non-recourse property debt
obligations of the partnerships; income associated with delivery of tax credits to the third-party investors in the partnerships; and transactional
revenue and other income less asset management expenses, which included certain allocated offsite costs related to the operation of this business.
For the year ended December 31, 2018 compared to 2017, contribution from Asset Management decreased $19.3 million due to its July 2018 sale.
For the year ended December 31, 2017 compared to 2016, contribution from Asset Management decreased $8.8 million due to decreases in tax
credit income as the result of delivering final credits and acquiring certain partners’ interests in the partnerships, as well as transactional revenues.
Depreciation and Amortization
For the year ended December 31, 2018 compared to 2017, depreciation and amortization expense increased by $11.6 million primarily due to
apartment homes acquired in 2018 and renovated apartment homes placed in service after their completion, partially offset by decreases associated
with apartment communities sold.
For the year ended December 31, 2017 compared to 2016, depreciation and amortization expense increased by $33.1 million primarily due to
renovated apartment homes placed in service after their completion, a full year of depreciation following the 2016 completion of our One Canal
development and 2016 acquisition of Indigo, and other capital additions, partially offset by decreases associated with apartment communities sold.
General and Administrative Expenses
In recent years, we have worked toward simplifying our business, including the sale of our Asset Management Business, which allowed us to
reduce overhead and other costs. This simplification and our scale reductions have allowed us to reduce our offsite
27
Table of Contents
costs, which consist of general and administrative expenses, property management expenses and investment management expenses, by $6.4 million,
or 8.6%, over the last three years.
For the year ended December 31, 2018 compared to 2017, general and administrative expenses increased $2.6 million, primarily due to higher
variable incentive compensation cost.
For the year ended December 31, 2017 compared to 2016, general and administrative expenses decreased $3.1 million, primarily due to lower
personnel and related costs including incentive compensation, professional services, technology costs and other corporate costs.
Other Expenses, Net
Other expenses, net includes costs associated with our risk management activities, partnership administration expenses and certain non-
recurring items.
For the year ended December 31, 2018 compared to 2017, other expenses, net decreased by $7.4 million, primarily due to the resolution of our
litigation against Airbnb, and settlement of litigation related to the challenge to the title of the La Jolla Cove property which we acquired in 2014.
For the year ended December 31, 2017 compared to 2016, other expenses, net decreased by $3.1 million. The decrease was primarily due to the
2016 recognition of estimated future environmental clean-up and abatement costs associated with the matters discussed in Note 5 to the
consolidated financial statements in Item 8, partially offset by legal costs we incurred related to a challenge to the title of the La Jolla Cove property.
Provision for Real Estate Impairment Loss
We recognized no provisions for impairment losses during the years ended December 31, 2018 or 2016.
During the year ended December 31, 2018, we agreed to sell our interests in the entities owning the La Jolla Cove property in settlement of legal
actions filed in 2014 by a group of disappointed buyers who had hoped to acquire the property. As a result of the settlement, we recognized in our
2017 results a gross impairment loss of $35.8 million, $25.6 million of which related to the establishment of a deferred tax liability assumed in
connection with our acquisition of the business entities. The tax liability was assumed by the buyer, resulting in no economic loss to us. The
remaining $10.2 million loss was offset by cash distributions paid to us during our ownership and avoided legal costs for continued litigation. On an
economic basis, we agreed to sell these entities at roughly our purchase price, adjusted for retained cash distributions and avoided legal costs.
Interest Income
For the year ended December 31, 2018 compared to 2017, interest income increased $2.6 million, primarily due to interest earned on the seller
financing notes received as consideration in the sale of the La Jolla Cove property.
Interest Expense
For the year ended December 31, 2018 compared to 2017, interest expense, which includes the amortization of debt issuance costs and
amortization of deferred financing costs, increased by $6.0 million, or 3.1%. The increase was primarily due to debt prepayment penalties of $14.9
million incurred in connection with 2018 property-level debt refinancing activity undertaken to refinance property-level debt that was scheduled to
mature in 2019, 2020, and 2021, partially offset by a decrease in mortgage interest expense for communities sold and the sale of the Asset
Management business in July 2018, and lower corporate-level interest.
For the year ended December 31, 2017 compared to 2016, interest expense decreased by $1.8 million, or 0.9%. The decrease was primarily due to
lower average outstanding balances on non-recourse property debt for our Real Estate apartment communities and lower interest rates, resulting in
an $11.9 million reduction in interest expense. These decreases were partially offset by higher amounts outstanding on corporate borrowings
(including our term loan and incremental line borrowings used to temporarily fund the reacquisition of the Palazzo limited partner interests) and a
decrease in capitalized interest associated with our redevelopment and development activities.
Other, Net
Other, net includes our equity in the income or loss of unconsolidated real estate partnerships, and the results of operations related to the
NAPICO business, which we accounted for under the profit sharing method prior to the derecognition of the final property during 2017.
28
Table of Contents
For the year ended December 31, 2018 compared to 2017, other, net decreased by $7.4 million, primarily due to the derecognition of the final
NAPICO property in 2017, which resulted in a gain. For the year ended December 31, 2017 compared to 2016, other, net increased by $2.1 million,
also attributed to gain recognized upon the derecognition of a NAPICO property.
Gain on Dispositions of Real Estate
The table below summarizes dispositions of apartment communities from our Real Estate portfolio during the years ended 2018, 2017 and 2016
(dollars in millions):
Number of apartment communities sold
Real Estate
Gross proceeds $
Net proceeds (1) $
Gain on disposition $
2018
December 31,
2017
2016
4
242.3
235.7
175.2
$
$
$
5
397.0
385.3
297.9
$
$
$
7
517.0
511.0
383.6
(1) Net proceeds are after repayment of debt, if any, net working capital settlements, payment of transaction costs and debt prepayment penalties, if
applicable.
The apartment communities sold from our Real Estate portfolio during 2018, 2017 and 2016 were primarily located outside of our primary markets
or in lower-rated locations within our primary markets and had average revenues per apartment home significantly below those of our retained
portfolio.
During the year ended December 31, 2018, we sold for $590 million our Asset Management business and our four Hunters Point communities.
Please refer to Note 3 to the consolidated financial statements in Item 8 for further details regarding this sale.
Income Tax Benefit
Certain of our operations, including property management and risk management, are conducted through taxable REIT subsidiaries, or TRS
entities. Additionally, some of our apartment communities are owned through TRS entities.
Our income tax benefit calculated in accordance with GAAP includes: (a) income taxes associated with the income or loss of our TRS entities, for
which the tax consequences have been realized or will be realized in future periods; (b) low income housing tax credits generated prior to the sale of
our Asset Management business that offset REIT taxable income, primarily from retained capital gains; and (c) historic tax credits that offset income
tax obligations of our TRS entities. Income taxes related to these items, as well as changes in valuation allowance and the establishment of
incremental deferred tax items in conjunction with intercompany asset transfers (if applicable), are included in income tax benefit in our consolidated
statements of operations.
For the year ended December 31, 2018 compared to 2017, income tax benefit decreased by $17.8 million, from $30.8 million to $13.0 million. The
decrease is primarily due to the reversal of a $19.3 million net tax benefit we recognized as a result of the December 2017 tax reform legislation in 2017
(as further discussed in Note 9 to the consolidated financial statements in Item 8) and higher tax expense related to gains on sale of real estate for
communities held through TRS entities.
For the year ended December 31, 2017 compared to 2016, income tax benefit increased by $12.0 million, from $18.8 million to $30.8 million. The
increase is primarily due to lower tax expense on the gains of sale of apartment communities, higher net operating losses at the TRS entities
(including the La Jolla Cove impairment loss discussed above), higher tax benefit associated with low-income housing tax credits, and the $0.5
million net tax benefit we recognized for December 2017 tax reform legislation (as further discussed in Note 9 to the consolidated financial
statements in Item 8).
Noncontrolling Interests in Consolidated Real Estate Partnerships
Noncontrolling interests in consolidated real estate partnerships reflects the results of our consolidated real estate partnerships allocated to the
owners who are not affiliated with Aimco. The amounts of income or loss of our consolidated real estate partnerships that we allocate to owners not
affiliated with Aimco include their share of property management fees, interest on notes and other amounts that we charge to these partnerships.
For the years ended December 31, 2018, 2017 and 2016, we allocated net income of $8.2 million, $9.1 million, and $25.3 million, respectively, to
noncontrolling interests in consolidated real estate partnerships. The amount of net income allocated to noncontrolling interests was driven by
three primary factors: the operations of the consolidated apartment communities; gains on
29
Table of Contents
the sale of apartment communities with noncontrolling interest holders; and the results of operations of the NAPICO business, as further discussed
below.
•
The amount of net income allocated to noncontrolling interests resulting from operations of the consolidated apartment communities was
$0.3 million, $2.4 million and $4.4 million for the years ended December 31, 2018, 2017 and 2016.
• Gains on the sale of apartment communities allocated to noncontrolling interests totaled $7.9 million, $7.3 million and $13.0 million for the
years ended December 31, 2018, 2017 and 2016, respectively.
• We derecognized the NAPICO business in two transactions, which occurred in 2017 and 2016. We allocated an $8.1 million gain on sale
and a $0.6 million net loss, respectively, to the noncontrolling interest holders in connection with the 2017 and 2016 transactions.
Net Income Attributable to Aimco Preferred Stockholders and the Aimco Operating Partnership’s Preferred Unitholders
Net income attributable to Aimco preferred stockholders and the Aimco Operating Partnership’s preferred unitholders decreased by $3.4 million
and $2.9 million, respectively, during the year ended December 31, 2017 as compared to 2016. These decreases were primarily due to Aimco’s
redemption of its Class Z Preferred Stock in 2016.
Noncontrolling Interests in Aimco Operating Partnership
In Aimco’s consolidated financial statements, noncontrolling interests in the Aimco Operating Partnership reflects the results of the Aimco
Operating Partnership that are allocated to the OP Unit holders. Allocations to noncontrolling interests in the Aimco Operating Partnership
fluctuate in proportion to variations in net income, as described above. For the year ended December 31, 2018 compared to 2017, net income
allocated to noncontrolling interests in the Aimco Operating Partnership increased $20.0 million primarily due to the increase in net income, as well
as an increase in the percentage allocated following the issuance of OP Units as partial consideration for the acquisition of the four Philadelphia
properties, discussed further in Note 3 to the consolidated financial statements. Net income allocated to noncontrolling interests in the Aimco
Operating Partnership for the year ended December 31, 2017 decreased $5.9 million as compared to 2016 due to the decrease in net income between
the periods.
Critical Accounting Policies and Estimates
We prepare our consolidated financial statements in accordance with GAAP, which requires us to make estimates and assumptions. We believe
that the following critical accounting policies involve our more significant judgments and estimates used in the preparation of our consolidated
financial statements.
Capitalized Costs
We capitalize costs, including certain indirect costs, incurred in connection with our capital additions activities, including redevelopments and
developments, other tangible apartment community improvements and replacements of existing apartment community components. Included in
these capitalized costs are payroll costs associated with time spent by site employees in connection with the planning, execution and control of all
capital additions activities at the apartment community level. We characterize as “indirect costs” an allocation of certain department costs, including
payroll, at the area operations and corporate levels that clearly relate to capital additions activities. We also capitalize interest, property taxes and
insurance during periods in which redevelopments and developments are in progress. We commence capitalization of costs, including certain
indirect costs, incurred in connection with our capital addition activities, at the point in time when activities necessary to get apartment communities
ready for their intended use begin. These activities include when apartment communities or apartment homes are undergoing physical construction,
as well as when apartment homes are held vacant in advance of planned construction, provided that other activities such as permitting, planning
and design are in progress. We cease the capitalization of costs when the apartment communities or components thereof are substantially complete
and ready for their intended use, which is typically when construction has been completed and apartment homes are available for occupancy. We
charge costs including ordinary repairs, maintenance and resident turnover costs to property operating expense, as incurred. Refer to the
discussion of investing activities within the Liquidity and Capital Resources section for a summary of costs capitalized during the periods
presented.
Impairment of Long-Lived Assets
Real estate and other long-lived assets to be held and used are stated at cost, less accumulated depreciation and amortization, unless the
carrying amount of the asset is not recoverable. If events or circumstances indicate that the carrying amount of an apartment community may not be
recoverable, we make an assessment of its recoverability by comparing the carrying amount to our estimate of the undiscounted future cash flows,
excluding interest charges, of the apartment community. If the carrying amount exceeds the estimated aggregate undiscounted future cash flows, we
recognize an impairment loss to the extent the carrying amount exceeds the estimated fair value of the apartment community.
30
Table of Contents
As part of our portfolio strategy, we seek to sell up to 10% of our portfolio annually and to reinvest the proceeds from such sales in accretive
uses such as capital enhancements, redevelopments, occasional developments, and selective acquisitions with projected Free Cash Flow internal
rates of return higher than expected from the communities being sold. As we execute this strategy, we evaluate alternatives to sell or reduce our
interest in apartment communities that do not align with our long-term investment strategy, although there is no assurance that we will sell or
reduce our investment in such apartment communities during the desired time frame. For any apartment communities that are sold or meet the
criteria to be classified as held for sale during the next 12 months, the reduction in the estimated holding period for these apartment communities
may result in impairment losses.
Non-GAAP Measures
Various of the key financial indicators we use in managing our business and in evaluating our financial condition and operating performance are
non-GAAP measures. Key non-GAAP measures we use are defined and described below, and for those non-GAAP measures used or disclosed
within this annual report, reconciliations of the non-GAAP financial measures to the most comparable financial measure computed in accordance
with GAAP are provided.
We measure our long-term total return using Economic Income, which is a non-GAAP financial measure and is defined and further described
below under the Economic Income heading.
Funds from Operations, or FFO, Pro forma FFO and Adjusted FFO, or AFFO, are non-GAAP financial measures, which are defined and further
described below under the Funds From Operations, Pro forma Funds From Operations and Adjusted Funds From Operations heading.
Net Asset Value, or NAV, Free Cash Flow, or FCF, as calculated for our retained portfolio, represents an apartment community’s property net
operating income, or NOI, less spending for Capital Replacements, which represents our estimation of the capital additions made to replace capital
assets consumed during our ownership period (further discussed under the Funds From Operations, Pro forma Funds From Operations and
Adjusted Funds From Operations heading and the Liquidity and Capital Resources heading). FCF margin as calculated for apartment communities
sold represents the sold apartment community’s NOI less $1,200 per apartment home of assumed annual capital replacement spending, as a
percentage of the apartment community’s rental and other property revenues. Capital replacement spending represents a measure of capital asset
usage during the period; therefore, we believe that FCF is useful to investors as a supplemental measure of apartment community performance
because it takes into consideration costs incurred during the period to replace capital assets that have been consumed during our ownership.
Economic Income
Economic Income represents stockholder value creation as measured by the change in estimated NAV per share plus cash dividends per share.
We believe Economic Income is important to investors as it represents a measure of the total return we have earned for our stockholders. NAV, as
used in our calculation of Economic Income, is a non-GAAP measure and represents the estimated fair value of assets net of liabilities attributable
to Aimco’s common stockholders and the Aimco Operating Partnership’s common unitholders on a diluted basis. We believe NAV is considered
useful by some investors in real estate companies because the value of company assets can be readily estimated, even for non-earning assets such
as land or properties under development. NAV has the advantage of incorporating the investment decisions of thousands of real estate investors.
We believe it enhances comparability among companies that have differences in their accounting. While NAV is not identical to liquidation value in
that some costs and benefits are disregarded, it is often considered a floor with upside for value ascribed to the operating platform. NAV also
provides an objective basis for the perceived quality and predictability of future cash flows as well as their expected growth as these are factors
considered by real estate investors.
Our estimated NAV per share and the quoted share price of Aimco Common Stock are not necessarily equal. Although we use Economic Income
and NAV for comparability in assessing our value creation compared to other REITs, not all REITs publish these measures and those who do may
not compute them in the same manner. Accordingly, there can be no assurance that our basis for computing these measures is comparable with that
of other REITs.
We report NAV on a semiannual basis, as of the end of the first and third quarters. Economic Income for 2018 was calculated using the change
in NAV per share between September 30, 2017 and 2018. NAV will fluctuate over time. This NAV information should not be relied upon as
representative of the amount a stockholder could expect to receive in a liquidation event, now or in the future. Certain assets are excluded as are
certain liabilities, such as taxes and transaction costs associated with a liquidation. In addition, NAV is based on management’s subjective
judgments, assumptions and opinions as of the date of determination. We assume no obligation to revise or update NAV to reflect subsequent or
future events or circumstances. Our NAV estimate is subject to a variety of risks and uncertainties, many of which are beyond our control,
including, without limitation, those described in Item 1A. Risk Factors.
31
Table of Contents
A reconciliation of NAV to Aimco’s total equity, which we believe is the most directly comparable GAAP measure, as of September 30, 2018, is
provided below (in millions, except per share data):
Total equity
Fair value adjustment for Real Estate portfolio
Less: consolidated real estate, at depreciated cost
Plus: fair value of real estate (1)
Stabilized portfolio fair value (2)
Non-stabilized portfolio fair value (3)
Total real estate at fair value
Adjustment to present real estate at fair value
Fair value adjustment for total indebtedness
Plus: consolidated total indebtedness, net related to Real Estate portfolio
Less: fair value of indebtedness related to real estate shown above (4)
Adjustment to present indebtedness at fair value
Adjustments to present other tangible assets, liabilities and preferred equity at fair value (5)
Estimated NAV
Total shares, units and dilutive share equivalents (6)
Estimated NAV per weighted average common share and unit - diluted
$
2,194
$
(5,731 )
$
10,806
2,052
12,858
3,647
(3,591 )
$
$
7,127
56
(155 )
9,222
166
56
(1) We compute NAV by estimating the value of our communities, using methods we believe are appropriate based on the characteristics of the communities.
For purposes of estimating NAV, real estate at fair value disclosed above includes wholly owned apartment communities plus our proportionate share of
communities held by non-wholly owned entities (both consolidated and unconsolidated). A reconciliation of our consolidated apartment communities to
those communities included in total real estate at fair value in the table above is as follows:
Consolidated apartment communities as of September 30, 2018
Plus: Unconsolidated apartment communities
Apartment communities in total real estate at fair value for NAV
129
4
133
For valuation purposes at September 30, 2018, we segregated these 133 communities into the following categories: stabilized portfolio and non-
stabilized portfolio.
(2) As of September 30, 2018, our stabilized portfolio includes 122 communities that had reached stabilized operations and were not expected to be sold
within twelve months. We value this portfolio using a direct capitalization rate method based on the annualized proportionate property NOI for the three
months ended September 30, 2018, less a 2% management fee. Market property management fees range between 1.5% and 3.0% with larger, higher quality
portfolios at the lower end of that range. The weighted average estimated capitalization rate as applied to the annualized property NOI was 4.96%, which
we calculate on a property-by-property basis, based primarily on information published by a third-party. Community characteristics that we use to
determine comparable market capitalization rates include: the market in which the community is located; infill or suburban location within the market;
property quality grade; and whether the community is stabilized or value-add. We used this valuation method for approximately 84% of real estate fair
value at September 30, 2018.
(3) The non-stabilized portfolio includes six apartment communities under redevelopment or development at September 30, 2018. We valued these
communities by discounting projected future cash flows. Key assumptions used to estimate the value of these communities include: revenues, which are
based on in-place rents, projected submarket rent growth to community stabilization based on projections published by third parties and adjusted for the
impacts of redevelopment; expenses, which are based on estimated operating costs adjusted for inflation and a management fee equal to 2% of projected
revenue; estimated remaining costs to complete construction; and a terminal value based on current market capitalization rates plus five basis points per
year from September 30, 2018 to community stabilization. Discount rates applied to estimated future cash flows of these communities ranged between
6.30% and 6.40% depending on construction and lease-up progress as of September 30, 2018. We used this valuation method for approximately 12% of
the real estate fair value at September 30, 2018. The non-stabilized portfolio also included five recently acquired apartment communities valued at
purchase price and certain land investments at Aimco’s carrying value that represent approximately 4% of real estate fair value at September 30, 2018. Our
calculation of NAV does not include such future values as air rights, the potential for increased density, nor the potential for completion of future phases
of redevelopments.
(4) We calculate the fair value of indebtedness related to real estate as the carrying value of our non-recourse property debt adjusted for the mark-to-market
asset on our fixed-rate property debt as of September 30, 2018, plus the outstanding balances on the revolving line of credit and term loan, which
approximate their fair value as of September 30, 2018. The fair value of debt takes into account the duration of the existing property debt, as well as its
loan to value ratio and debt service coverage. For purposes of estimating NAV, the fair value of debt includes our proportionate share of debt related to
non-wholly owned entities (both consolidated and unconsolidated).
32
Table of Contents
(5) Other tangible assets consist of cash, restricted cash, accounts receivable and other assets for which we reasonably expect to receive cash through the
normal course of operations or another future event. Other tangible liabilities consist of accounts payable, accrued liabilities and other tangible liabilities we
reasonably expect to settle in cash through the normal course of operations or another future event. Other tangible assets and liabilities were generally
valued at their carrying amounts and reduced by the noncontrolling interests’ portion of these amounts and exclude intangible assets and liabilities reflected
on our consolidated balance sheet. The fair value of our preferred stock is estimated as the closing share price on September 30, 2018, less accrued
dividends. Such accrued dividends are assumed to be accounted for in the closing share price and these amounts are also included in other tangible liabilities.
For purposes of this NAV calculation, no realizable value has been assigned to goodwill or other intangible assets. Deferred income, which includes below
market lease liabilities, recognized in accordance with GAAP in connection with the purchase of the related apartment communities, and cash received in
prior periods and required to be deferred under GAAP, is excluded from this NAV calculation.
(6) Total shares, units and dilutive share equivalents represents Common Stock, OP Units, participating unvested restricted shares and the dilutive effect of
common stock equivalents outstanding as of September 30, 2018.
Funds From Operations, Pro forma Funds From Operations and Adjusted Funds From Operations
FFO is a non-GAAP financial measure that we believe, when considered with the financial statements determined in accordance with GAAP, is
helpful to investors in understanding our performance because it captures features particular to real estate performance by recognizing that real
estate generally appreciates over time or maintains residual value to a much greater extent than do other depreciable assets such as machinery,
computers or other personal property. The National Association of Real Estate Investment Trusts, or Nareit, defines FFO as net income computed
in accordance with GAAP, excluding: depreciation and amortization related to real estate; gains and losses from sales and impairment of depreciable
assets and land used in our primary business; and income taxes, current or deferred, directly associated with a gain or loss on sale of real estate,
and including our share of the FFO of unconsolidated partnerships and joint ventures. Adjustments for unconsolidated partnerships and joint
ventures are calculated on the same basis to determine FFO. We calculate FFO attributable to Aimco common stockholders (diluted) by subtracting
dividends on preferred stock and amounts allocated from FFO to participating securities.
In addition to FFO, we compute Pro forma FFO and AFFO, which are also non-GAAP financial measures that we believe are helpful to investors
in understanding our performance. Pro forma FFO represents FFO attributable to Aimco common stockholders (diluted), excluding preferred equity
redemption-related amounts and certain other income or costs, adjusted for noncontrolling interests. Preferred equity redemption-related amounts
(gains or losses) are items that periodically affect our operating results and we exclude these items from our calculation of Pro forma FFO because
such amounts are not representative of our operating performance.
In computing 2018 Pro forma FFO, we made a number of adjustments. We were engaged in litigation with Airbnb, which was resolved during the
year. Due to the unpredictable nature of these proceedings, related amounts recognized, net of income tax effect, have been excluded from Pro forma
FFO. In connection with the sale of our Asset Management business, we incurred severance costs during 2018. We exclude such costs from Pro
forma FFO because we believe these costs incurred are closely related to the sale of the business. We also excluded from Pro forma FFO the tax
benefit due to the release of a valuation allowance. Due to the sale of the Asset Management business, we expect to realize our deferred tax
benefits. As a result, we determined the valuation allowance recorded in connection with recognizing the effect of the 2017 tax reform is no longer
necessary. We excluded the effect of the establishment of the valuation allowance from Pro forma FFO and as such have excluded the benefit from
its release. We have also excluded the impact of tax reform. Finally, we addressed approximately half of our property loans maturing in 2019, 2020
and 2021. In connection with this activity, we incurred debt extinguishment costs, which we have excluded from Pro forma FFO.
AFFO represents Pro forma FFO reduced by Capital Replacements, which represents our estimation of the actual capital additions made to
replace capital assets consumed during our ownership period. When we make capital additions at an apartment community, we evaluate whether the
additions extend the useful life of an asset as compared to its condition at the time we purchased the apartment community. We classify as Capital
Improvements those capital additions that meet these criteria, and we classify as Capital Replacements those that do not. AFFO is a key financial
indicator we use to evaluate our operational performance and is one of the factors that we use to determine the amounts of our dividend payments.
FFO, Pro forma FFO and AFFO should not be considered alternatives to net income, as determined in accordance with GAAP, as indications of
our performance. Although we use these non-GAAP measures for comparability in assessing our performance compared to other REITs, not all
REITs compute these same measures and those who do may not compute them in the same manner. Additionally, computation of AFFO is subject
to our definition of Capital Replacement spending. Accordingly, there can be no assurance that our basis for computing these non-GAAP measures
is comparable with that of other REITs.
33
Table of Contents
For the years ended December 31, 2018, 2017 and 2016, Aimco’s FFO, Pro forma FFO and AFFO are calculated as follows (in thousands):
Net income attributable to Aimco common stockholders (1)
Adjustments:
Real estate depreciation and amortization, net of noncontrolling partners’ interest
Gain on dispositions and other, net of noncontrolling partners’ interest
Income tax adjustments related to gain on dispositions and other items (2)
Common noncontrolling interests in Aimco Operating Partnership’s share of above adjustments
Amounts allocable to participating securities
FFO attributable to Aimco common stockholders – diluted
Adjustments, all net of common noncontrolling interests in Aimco OP and participating securities:
Preferred equity redemption related amounts
Tax provision (benefit) related to tax reform legislation (3)
Tax benefit due to release of valuation allowance (4)
Litigation, net (5)
Severance costs (6)
Prepayment penalties, net (7)
Pro forma FFO attributable to Aimco common stockholders – diluted
Capital Replacements, net of common noncontrolling interests in Aimco Operating Partnership and
participating securities
AFFO attributable to Aimco common stockholders – diluted
Weighted average common shares outstanding – diluted (FFO, Pro forma FFO and
AFFO) (8)
Net income attributable to Aimco per common share – diluted
FFO per share – diluted
Pro Forma FFO per share – diluted
AFFO per share – diluted
2018
2017
2016
$
656,597 $
306,861
$
417,781
368,961
(669,450 )
27,310
14,063
402
397,883 $
—
273
(19,349 )
(8,558 )
1,282
14,089
385,620 $
352,109
(262,583 )
(8,265 )
(3,810 )
(81 )
384,231
$
—
(498 )
—
—
—
—
383,733
$
314,840
(381,131 )
6,374
2,782
88
360,734
1,877
—
—
—
—
—
362,611
(48,493 )
337,127 $
(51,760 )
331,973
$
(55,289 )
307,322
156,053
156,796
156,391
4.21 $
2.55 $
2.47 $
2.16 $
1.96
2.45
2.45
2.12
$
$
$
$
2.67
2.31
2.32
1.97
$
$
$
$
$
$
$
(1) Represents the numerator for calculating Aimco’s earnings per common share in accordance with GAAP (see Note 10 to the consolidated financial
statements in Item 8).
(2) For the year ended December 31, 2018, income taxes related to gain on dispositions and other items includes tax on the gain on the sale of the Asset
Management business, as well as tax on the gain on the sale of apartment communities during the year ended December 31, 2018.
(3) In connection with the Tax Cuts and Jobs Act signed into law in December 2017, we recognized income tax benefit during 2017 and adjusted the estimated
impact of tax reform upon the conclusion of our analysis of the effects during 2018. We have excluded such amounts from Pro forma FFO.
(4) Due to the sale of the Asset Management business, we expect to realize our deferred tax benefits. As a result, we have determined that a valuation
allowance is no longer necessary. We excluded the effect of the establishment of the valuation allowance from Pro forma FFO and as such have excluded
the benefit from its release.
(5) During 2018, we were engaged in litigation with Airbnb, which was resolved during the year. Due to the unpredictable nature of these proceedings, related
amounts recognized, net of income tax effect, have been excluded from Pro forma FFO.
(6) We incurred severance costs in connection with the sale of our Asset Management business. We exclude such costs from Pro forma FFO because we
believe these costs are closely related to the sale of the business.
(7) In connection with 2018 refinancing activity undertaken related to property-level debt scheduled to mature in 2019, 2020 and 2021, we incurred debt
extinguishment costs, net of income tax effect, which have been excluded from Pro forma FFO.
(8) Represents the denominator for Aimco’s earnings per common share – diluted, calculated in accordance with GAAP.
Refer to the Executive Overview for discussion of our Pro forma FFO and AFFO results for 2018, as compared to their comparable periods in
2017.
34
Table of Contents
Refer to the Liquidity and Capital Resources section for further information regarding our capital investing activities, including Capital
Replacements.
The Aimco Operating Partnership does not separately compute or report FFO, Pro forma FFO or AFFO. However, based on Aimco’s method for
allocation of such amounts to noncontrolling interests in the Aimco Operating Partnership, as well as limited differences between the amounts of
net income attributable to Aimco’s common stockholders and the Aimco Operating Partnership’s unit holders during the periods presented, FFO,
Pro forma FFO and AFFO amounts on a per unit basis for the Aimco Operating Partnership would be expected to be substantially the same as the
corresponding per share amounts for Aimco.
Leverage Ratios
As discussed under the Balance Sheet and Liquidity heading, as part of our leverage strategy, we target the ratio of Proportionate Debt and
Preferred Equity to Adjusted EBITDA to be below 7.0x and we target the ratio of Adjusted EBITDA to Adjusted Interest Expense and Preferred
Dividends to be greater than 2.5x. We believe these ratios are important measures as they are commonly used by investors and analysts to assess
the relative financial risk associated with balance sheets of companies within the same industry, and they are believed to be similar to measures
used by rating agencies to assess entity credit quality.
We calculate Adjusted EBITDA and Adjusted Interest Expense used in our leverage ratios based on the most recent three month amounts,
annualized.
Proportionate Debt, as used in our leverage ratios, is a non-GAAP measure and includes our share of the long-term, non-recourse property debt
secured by apartment communities in the Real Estate portfolio and outstanding borrowings under our revolving credit facility, reduced by our share
of the cash and restricted cash of our consolidated and unconsolidated partnerships owning communities in our Real Estate portfolio, and also by
our investment in the subordinate tranches of a securitization trust that holds certain of our property debt, which is essentially an investment in our
own non-recourse property loans.
In our Proportionate Debt computation, we increase our recorded debt by unamortized debt issue costs because these amounts represent cash
expended in earlier periods and do not reduce our contractual obligations, and we reduce our recorded debt by the amounts of cash and restricted
cash on-hand which are primarily restricted under the terms of our property debt agreements, assuming these amounts would be used to reduce our
outstanding leverage. We further reduce our recorded debt by the value of our investment in a securitization trust that holds certain of our property
debt, as our payments of principal and interest associated with such property debt will ultimately repay our investments in the trust.
We believe Proportionate Debt is useful to investors as it is a measure of our net exposure to debt obligations. Proportionate Debt, as used in
our leverage ratios, is calculated as set forth in the table below.
Preferred Equity, as used in our leverage ratios, represents the redemption amounts for Aimco’s preferred stock and the Aimco Operating
Partnership’s preferred OP Units. Preferred Equity, although perpetual in nature, is another component of our overall leverage.
Adjusted EBITDA is a non-GAAP measure. We believe Adjusted EBITDA provides investors relevant and useful information because it allows
investors to view income from our operations on an unleveraged basis, before the effects of taxes, depreciation and amortization, gains or losses on
sales of and impairment losses related to real estate, and various other items described below. Adjusted EBITDA represents Aimco’s share of the
consolidated amount of our net income, adjusted to exclude the effect of the following items for the reasons set forth below:
• Adjusted Interest Expense, defined below, to allow investors to compare a measure of our earnings before the effects of our indebtedness
with that of other companies in the real estate industry;
•
•
•
•
preferred dividends, to allow investors to compare a measure of our performance before the effects of our capital structure with that of other
companies in the real estate industry;
income taxes, to allow investors to measure our performance independent of income taxes, which may vary significantly from other
companies within our industry due to leverage and tax planning strategies, among other factors;
depreciation and amortization, gains or losses on dispositions and impairment losses related to real estate, for similar reasons to those set
forth in our discussion of FFO, Pro forma FFO and AFFO in the preceding section; and
other items, including gains on dispositions of non-depreciable assets, as these are items that periodically affect our operations but that are
not necessarily representative of our ability to service our debt obligations.
35
Table of Contents
While Adjusted EBITDA is a relevant measure of performance and is commonly used in leverage ratios, it does not represent net income as
defined by GAAP, and should not be considered as an alternative to net income in evaluating our performance. Further, our definition and
computation of Adjusted EBITDA may not be comparable to similar measures reported by other companies.
Adjusted Interest Expense, as calculated in our leverage ratios, is a non-GAAP measure that we believe is meaningful for investors and analysts
as it presents our share of current recurring interest requirements associated with leverage. Adjusted Interest Expense represents our proportionate
share of interest expense on non-recourse property debt encumbering apartment communities in the Real Estate portfolio and interest expense on
our term loan and revolving credit facility borrowings. We exclude from our calculation of Adjusted Interest Expense:
•
•
•
debt prepayment penalties, which are items that, from time to time, affect our operating results, but are not representative of our scheduled
interest obligations;
the amortization of debt issue costs, as these amounts have been expended in previous periods and are not representative of our current or
prospective debt service requirements; and
the income we receive on our investment in the securitization trust that holds certain of our property debt, as this income is being generated
indirectly from interest we pay with respect to property debt held by the trust.
Preferred Dividends represents the preferred dividends paid on Aimco’s preferred stock and the preferred distributions paid on the Aimco
Operating Partnership’s preferred OP Units, exclusive of preferred equity redemption related amounts. We add Preferred Dividends to Adjusted
Interest Expense for a more complete picture of the interest and dividend requirements of our leverage, inclusive of perpetual preferred equity.
36
Table of Contents
Reconciliations of the most closely related GAAP measures to our calculations of Proportionate Debt, Preferred Equity, Adjusted EBITDA,
Adjusted Interest Expense and Preferred Dividends, as used in our leverage ratios, are as follows (in thousands):
Total indebtedness associated with Real Estate portfolio
Adjustments:
Debt issue costs related to non-recourse property debt
Debt related to assets classified as held for sale
Proportionate share adjustments related to debt obligations of consolidated and unconsolidated partnerships
Cash and restricted cash
Proportionate share adjustments related to cash and restricted cash held by consolidated and unconsolidated partnerships
Securitization trust investment and other
Proportionate Debt
Preferred stock
Preferred OP Units
Preferred Equity
Proportionate Debt and Preferred Equity
Net income attributable to Aimco Common Stockholders
Adjustments:
Adjusted Interest Expense
Income tax benefit
Depreciation and amortization, net of noncontrolling interest
Gain on dispositions and other, inclusive of related income taxes and net of noncontrolling partners’ interests
Preferred stock dividends
Net income attributable to noncontrolling interests in Aimco Operating Partnership
Pro forma adjustment (1)
Adjusted EBITDA
Annualized Adjusted EBITDA
December 31, 2018
4,075,665
21,695
22,693
(9,533)
(72,595)
912
(88,457)
3,950,380
125,000
101,291
226,291
4,176,671
Three Months Ended
December 31, 2018
5,226
38,424
(409)
91,249
2,311
2,148
2,291
3,342
144,582
578,328
$
$
$
$
$
$
$
(1) Our Adjusted EBITDA has been calculated on a pro forma basis to adjust for significant items impacting the three months ended December 31, 2018 for which
annualization would distort the results.
Interest expense
Adjustments:
Proportionate share adjustments related to interest of consolidated and unconsolidated partnerships
Debt prepayment penalties and other non-interest items
Amortization of debt issue costs
Interest income earned on securitization trust investment
Adjusted Interest Expense
Preferred stock dividends
Preferred OP Unit distributions
Preferred Dividends
Adjusted Interest Expense and Preferred Dividends
Annualized Adjusted Interest Expense
Annualized Adjusted Interest Expense and Preferred Dividends
Three Months Ended
December 31, 2018
57,441
(84)
(15,531)
(1,441)
(1,961)
38,424
2,148
1,934
4,082
42,506
153,696
170,024
$
$
$
$
$
37
Table of Contents
Liquidity and Capital Resources
Liquidity
Liquidity is the ability to meet present and future financial obligations. Our primary source of liquidity is cash flow from operations. Additional
sources are proceeds from sales of apartment communities, proceeds from refinancings of existing property debt, borrowings under new property
debt, borrowings under our revolving credit facility and proceeds from equity offerings.
Our principal uses for liquidity include normal operating activities, payments of principal and interest on outstanding property debt, capital
expenditures, dividends paid to stockholders, distributions paid to noncontrolling interest partners and acquisitions of apartment communities. We
use our cash and cash equivalents and our cash provided by operating activities to meet short-term liquidity needs. In the event that our cash and
cash equivalents and cash provided by operating activities are not sufficient to cover our short-term liquidity needs, we have additional means,
such as short-term borrowing availability and proceeds from apartment community sales and refinancings. We may use our revolving credit facility
for working capital and other short-term purposes, such as funding investments on an interim basis. We expect to meet our long-term liquidity
requirements, such as debt maturities, redevelopment spending and apartment community acquisitions, through primarily non-recourse, long-term
borrowings, the issuance of equity securities (including OP Units), the sale of apartment communities and cash generated from operations.
As of December 31, 2018, our primary sources of liquidity were as follows:
• $36.9 million in cash and cash equivalents;
• $35.7 million of restricted cash, which consists primarily of escrows related to resident security deposits and reserves and escrows held by
lenders for capital additions, property taxes and insurance; and
• $632.5 million of available capacity to borrow under our revolving credit facility after consideration of $7.1 million of letters of credit backed
by the facility.
At December 31, 2018, we also held unencumbered apartment communities with an estimated fair market value of approximately $2.7 billion, up
50.0% from December 31, 2017.
Leverage and Capital Resources
The availability of credit and its related effect on the overall economy may affect our liquidity and future financing activities, both through
changes in interest rates and access to financing. Currently, interest rates are low compared to historical levels and many lenders are active in the
market. However, any adverse changes in the lending environment could negatively affect our liquidity. We believe we have mitigated much of this
exposure by reducing our short and intermediate term maturity risk through refinancing such loans with long-dated, fixed-rate property debt.
However, if property financing options become unavailable for our further debt needs, we may consider alternative sources of liquidity, such as
reductions in capital spending or proceeds from apartment community dispositions.
Two credit rating agencies rate our creditworthiness and both have rated our credit and outlook as BBB- (stable), an investment grade rating.
Our investment grade rating would be useful in accessing capital through the sale of bonds in private or public transactions. However, our intention
and historical practice has been to raise debt capital in the form of property-level, non-recourse, long-dated, fixed-rate, amortizing debt, the cost of
which is generally less than that of recourse debt and the terms of which also provide for greater balance sheet safety.
As of December 31, 2018, approximately 91.0% of our leverage consisted of property-level, non-recourse, long-dated, amortizing debt.
Approximately 93.4% of our property-level debt is fixed-rate, which provides a hedge against increases in interest rates, capitalization rates and
inflation. The weighted average maturity of our property-level debt was 8.0 years.
Of our property-level debt, $167.5 million of our unpaid principal balances mature during 2019. On average, 7.6% of our unpaid principal balances
will mature each year from 2020 through 2022.
While our primary source of leverage is property-level, non-recourse, long-dated, fixed-rate, amortizing debt, we also have a credit facility with a
syndicate of financial institutions. During the year ended December 31, 2018, we exercised our $200.0 million expansion option on the credit facility,
increasing the total capacity to $800.0 million. As of December 31, 2018, we had $160.4 million of outstanding borrowings under our revolving credit
facility, which represented 3.7% of our total leverage.
As of December 31, 2018, our outstanding perpetual preferred equity represented approximately 5.2% of our total leverage. Our preferred
securities are perpetual in nature; however, for illustrative purposes, we compute the weighted average maturity of our total leverage assuming a 40-
year maturity on our preferred securities.
38
Table of Contents
The combination of non-recourse property level debt, borrowings under our revolving credit facility and perpetual preferred equity that
comprises our total leverage, reduces our refunding and re-pricing risk. The weighted average maturity for our total leverage described above was
9.5 years as of December 31, 2018.
Under the revolving credit facility, we have agreed to maintain a Fixed Charge Coverage ratio of 1.40x, as well as other covenants customary for
similar revolving credit arrangements. For the year ended December 31, 2018, our Fixed Charge Coverage ratio was 2.05x, compared to ratio of 2.01x
for the year ended December 31, 2017. We expect to remain in compliance with this covenant during the next 12 months.
Changes in Cash, Cash Equivalents and Restricted Cash
The following discussion relates to changes in consolidated cash, cash equivalents and restricted cash due to operating, investing and
financing activities, which are presented in our consolidated statements of cash flows in Item 8 of this report.
Operating Activities
For the year ended December 31, 2018, our net cash provided by operating activities was $396.4 million. Our operating cash flow is affected
primarily by rental rates, occupancy levels and operating expenses related to our portfolio of apartment communities. Cash provided by operating
activities for the year ended December 31, 2018, increased by $4.3 million compared to 2017, due to improved operating results of our Same Store
communities, contribution from acquired communities and increased contribution from redevelopment and lease-up communities, partially offset by
a decrease in the net operating income associated with apartment communities we sold during 2018 and our sale of the Asset Management
business.
Investing Activities
For the year ended December 31, 2018, net cash provided by investing activities of $121.8 million consisted primarily of $708.8 million in
proceeds from the disposition of the Asset Management business, four apartment communities located in the Hunters Point area of San Francisco,
and four other apartment communities, partially offset by the acquisitions of Bent Tree Apartments, Avery Row, four apartment communities in
Philadelphia, and capital expenditures.
Capital additions for our Real Estate segment totaled $338.8 million, $321.9 million and $312.8 million during the years ended December 31, 2018,
2017 and 2016, respectively. We generally fund capital additions with cash provided by operating activities and cash proceeds from sales of
apartment communities.
We categorize capital spending for communities in our Real Estate portfolio broadly into six primary categories:
•
•
•
•
•
•
capital replacements, which represent capital additions made to replace the portion of acquired apartment communities consumed during
our period of ownership;
capital improvements, which represent capital additions made to replace the portion of acquired apartment communities consumed prior to
our period of ownership;
capital enhancements, which may include kitchen and bath remodeling, energy conservation projects and investments in longer-lived
materials designed to reduce turnover and maintenance costs, all of which are generally lesser in scope than redevelopment additions and
do not significantly disrupt property operations;
redevelopment additions, which represent capital additions intended to enhance the value of the apartment community through the ability
to generate higher average rental rates, and may include costs related to entitlement, which enhance the value of a community through
increased density, and costs related to renovation of exteriors, common areas or apartment homes;
development additions, which represent construction and related capitalized costs associated with development of apartment
communities; and
casualty capital additions, which represent construction and related capitalized costs incurred in connection with the restoration of an
apartment community after a casualty event such as a severe snow storm, hurricane, tornado, flood or fire.
We exclude the amounts of capital spending related to apartment communities sold or classified as held for sale at the end of the period from the
foregoing measures.
39
Table of Contents
A summary of the capital spending for these categories, along with a reconciliation of the total for these categories to the capital expenditures
reported in the accompanying consolidated statements of cash flows for the years ended December 31, 2018, 2017 and 2016, are presented below
(dollars in thousands):
2018
2017
2016
Real Estate
Capital replacements
Capital improvements
Capital enhancements
Redevelopment additions
Development additions
Casualty capital additions
Real Estate capital additions
Plus: additions related to consolidated Asset Management communities and apartment communities
sold or held for sale
Consolidated capital additions
Plus: net change in accrued capital spending
$
$
37,472
16,055
102,910
114,756
61,185
6,425
338,803
9,914
348,717
(8,228)
Capital expenditures per consolidated statement of cash flows
$
340,489
$
34,892
16,729
91,360
156,140
14,249
8,556
321,926
32,303
354,229
3,875
358,104
$
$
38,088
14,922
68,340
155,398
31,823
4,201
312,772
25,742
338,514
8,131
346,645
For the years ended December 31, 2018, 2017 and 2016, we capitalized $7.6 million, $7.6 million and $9.6 million of interest costs, respectively, and
$36.8 million, $36.0 million and $32.9 million of other direct and indirect costs, respectively.
Redevelopment/Development
We execute redevelopments using a range of approaches. We prefer to limit risk by executing redevelopments using a phased approach, in
which we renovate an apartment community in stages. Smaller phases provide us the flexibility to maintain current earnings while aligning the timing
of the completed apartment homes with market demand. The following table summarizes ongoing redevelopments of this nature at December 31,
2018 (dollars in millions):
Bay Parc
Calhoun Beach Club
Flamingo South Beach
Palazzo West at The Grove
Yorktown
Other
Total
Location
Miami, FL
Minneapolis, MN
Miami Beach, FL
Los Angeles, CA
Lombard, IL
Various
Apartment Homes Approved
for Redevelopment
Estimated/Potential Net
Investment
Inception-to-Date Net
Investment
60
275
—
389
292
92
1,108
$
$
24.1
28.7
39.7
24.5
25.7
12.9
155.6
$
$
20.6
10.5
14.2
19.1
20.0
12.9
97.3
40
Table of Contents
We also undertake ground-up development when warranted by risk-adjusted investment returns, either directly or in connection with the
redevelopment of an existing apartment community. When smaller redevelopment phases are not possible, we may engage in redevelopment
activities where an entire building or community is vacated. The following table summarizes our investments related to these developments and
redevelopments at December 31, 2018 (dollars in millions):
Apartment Homes
Approved for
Redevelopment or
Development
Location
Estimated/Potential
Net Investment
Inception-to-
Date Net
Investment
Stabilized
Occupancy
NOI
Stabilization
The Fremont (formerly Anschutz
Expansion)
Denver, CO (MSA)
Elm Creek Townhomes
Parc Mosaic
Park Towne Place
Total
Elmhurst, IL
Boulder, CO
Philadelphia, PA
253 $
58
226
940
1,477 $
87.0
35.1
117.0
176.5
415.6
$
$
10.6
11.3
68.9
172.9
263.7
3Q 2021
2Q 2021
4Q 2020
1Q 2019
4Q 2022
3Q 2022
1Q 2022
2Q 2020
Net investment represents the total actual or estimated investment, net of tax and other credits earned as a direct result of our redevelopment or
development of the community. For phased redevelopments, potential net investment relates to the current phase of the redevelopment.
Stabilized Occupancy represents the period in which we expect to achieve stabilized occupancy, generally greater than 90%.
NOI Stabilization represents the period in which we expect the communities to achieve stabilized rents and operating costs, generally five
quarters after occupancy stabilization.
Our total estimated or potential net investment in redevelopment and development is $571.2 million with a projected weighted average net
operating income yield on these investments of 6.1%, assuming untrended rents. Of this total, $361.0 million has been funded. We expect to fund
the remaining redevelopment and development investment through a combination of leverage and proceeds from community sales.
During the year ended December 31, 2018, we invested $175.9 million in redevelopment and development activities.
In Boulder, Colorado, we have invested $68.9 million in the development of Parc Mosaic, a 226-unit apartment home community. The site is two
miles from the new Google campus and is across the street from Ball Aerospace’s Technology Campus and Foothills Hospital. Building in Boulder
is highly regulated and new supply is limited, notwithstanding higher enrollment at the University of Colorado and increased employment generally.
At the University of Colorado Anschutz Medical Campus, we exercised our option to acquire approximately two acres of land adjacent to our 21
Fitzsimons apartment community, and broke ground on the development of The Fremont, a 253-apartment home community. We expect to invest
approximately $87.0 million to construct the community, which is expected to be ready for occupancy in late 2020.
We also commenced the next phase of redevelopment at our Flamingo community, located in Miami Beach, bringing our potential net new
investment to $39.7 million. This phase includes extensive redevelopment of retail, leasing, and common areas, including major enhancements to the
entryway.
In Center City, Philadelphia, we completed the redevelopment of Park Towne Place, and as of December 31, 2018, we had leased 95.6% of the
apartment homes at the community. This multi-year redevelopment of 940 apartment homes, amenities, and common area spaces, was executed on
plan and leased-up in-line with expectations with expected free cash flow returns of 9.2%.
In San Jose, we completed the redevelopment of Saybrook Pointe, a 324-apartment home, garden-style community. Construction was completed
on-time and in-line with underwritten costs, and lease-up of the community finished ahead of schedule and at rates above underwriting, increasing
the expected free cash flow return to 14.3%, a 100 basis point outperformance to underwriting.
During the year ended December 31, 2018, we leased 457 apartment homes at our redevelopment and development communities. At December 31,
2018, our exposure to lease-up at active redevelopment and development communities was approximately 366 apartment homes, of which 208 were
being constructed at Parc Mosaic, and 158 were located in four other communities. Additionally, we expect to acquire One Ardmore in 2019 upon its
completion, as part of the Philadelphia portfolio acquisition announced in April 2018. This acquisition will increase our exposure to lease-up risk by
approximately 100 apartment homes.
41
Table of Contents
We expect our total development and redevelopment spending to range from $225 million to $275 million for the year ending December 31, 2019.
Financing Activities
For the year ended December 31, 2018, our net cash used in financing activities of $588.2 million was attributed to the items discussed below.
Net borrowings on our revolving credit facility primarily relate to the timing of short-term working capital needs. During the year ended
December 31, 2018, we repaid the $250.0 million term loan in full.
Proceeds from non-recourse property debt borrowings during the year consisted of the closing of 14 fixed-rate, amortizing, non-recourse
property loans totaling $982.4 million. On a weighted basis, the term of these loans averaged 9.4 years and their interest rates averaged 4.03%, 112
basis points more than the corresponding Treasury rate at the time of pricing. The net effect of 2018 fixed-rate property debt refinancing activities
has been to lower our weighted average fixed interest rate by 42 basis points since December 31, 2017, to 4.22%.
Proceeds from non-recourse property debt borrowing during the period also included the closing of four non-recourse, variable-rate property
loans totaling $245.6 million. On a weighted basis, the term of these loans averaged 5 years and the loans bear interest at a weighted average rate of
30-day LIBOR plus 1.20%. The five-year terms fill a void in our laddered maturities and, taken together with the repayment of the variable-rate term
loan, reduce our exposure to changing short-term interest rates to approximately 9.75% of our leverage.
Principal payments on property loans during the year totaled $976.1 million, consisting of $82.4 million of scheduled principal amortization and
repayments of $893.7 million.
Aimco common share repurchase, and OP unit and preferred partnership unit redemptions during the year totaled $373.6 million (plus an
additional $20.7 million, which settled in January 2019) and $9.9 million, respectively.
Net cash used in financing activities also includes $275.3 million of dividend and distribution payments to equity holders, as further detailed in
the table below.
Equity and Partners’ Capital Transactions
The following table presents the Aimco Operating Partnership’s distribution activity (including distributions paid to Aimco) during the year
ended December 31, 2018 (dollars in thousands):
Cash distributions paid to holders of noncontrolling interests in consolidated real estate partnerships
Cash distributions paid by the Aimco Operating Partnership to preferred unitholders (1)
Cash distributions paid by the Aimco Operating Partnership to common unitholders (2)
Total cash distributions paid by the Aimco Operating Partnership
(1) $8.6 million represented distributions to Aimco, and $7.7 million represented distributions paid to holders of OP Units.
(2) $237.5 million represented distributions to Aimco, and $11.9 million represented distributions paid to holders of OP Units.
The following table presents Aimco’s dividend activity during the year ended December 31, 2018 (dollars in thousands):
Cash distributions paid to holders of noncontrolling interests in consolidated real estate partnerships
Cash distributions paid to holders of OP Units (other than Aimco)
Cash dividends paid by Aimco to preferred stockholders
Cash dividends paid by Aimco to common stockholders
Total cash dividends and distributions paid by Aimco
$
$
$
$
9,469
16,334
249,491
275,294
9,469
19,727
8,594
237,504
275,294
During the year ended December 31, 2018, we repurchased 8.2 million shares of common stock and initiated trades that settled in the month
ended January 31, 2019, for an additional 0.5 million shares, all for $394.1 million, approximately a 20% discount to Aimco’s estimated NAV at the
time of repurchase. The unsettled shares are included in Class A Common Stock outstanding at December 31, 2018.
42
Table of Contents
Contractual Obligations
This table summarizes information contained elsewhere in this Annual Report on Form 10-K regarding payments due under contractual
obligations and commitments as of December 31, 2018 (in thousands):
Non-recourse property debt - Real Estate (1)
Revolving credit facility borrowings (2)
Interest related to long-term debt - Real Estate (3)
Office space lease obligations
Ground lease obligations (4)
Construction obligations (5)
Total
Total
3,937,000 $
160,360
1,066,558
22,874
434,056
206,957
5,827,805 $
$
$
Less than One
Year
1-3 Years
3-5 Years
More than Five
Years
246,345 $
—
167,382
2,237
2,114
164,549
582,627 $
839,556 $
—
290,105
5,540
4,789
42,408
1,182,398 $
741,941 $
160,360
205,471
4,453
4,984
—
1,117,209 $
2,109,158
—
403,600
10,644
422,169
—
2,945,571
(1) Includes scheduled principal amortization and maturity payments related to our non-recourse property debt secured by communities in our Real Estate
portfolio.
(2) Includes outstanding borrowings on our revolving credit facility assuming repayment at the contractual maturity date. Our revolving credit facility is subject
to an annual commitment fee (0.25% of aggregate commitments), which is not included in the amounts above.
(3) Includes interest related to both fixed-rate and variable-rate non-recourse property debt, and our variable-rate revolving credit facility borrowings. Interest
related to variable-rate debt is estimated based on the rate effective at December 31, 2018. Refer to Note 4 to the consolidated financial statements in Item 8
for a description of average interest rates associated with our debt.
(4) These ground leases expire in years ranging from 2070 to 2117.
(5) Represents estimated obligations pursuant to construction contracts related to our redevelopment, development and other capital spending. Refer to Note 5
to the consolidated financial statements in Item 8 for additional information regarding these obligations.
In addition to the amounts presented in the table above, at December 31, 2018, we had $125.0 million (liquidation value) of Aimco’s perpetual
preferred stock outstanding with an annual dividend yield of 6.9%, which we expect to, but are not obligated to, redeem during 2019, and $101.3
million (liquidation value) of redeemable preferred OP Units of the Aimco Operating Partnership outstanding with annual distribution yields ranging
from 1.92% to 8.8%. The dividends and distributions that accrue on the perpetual preferred stock and redeemable preferred OP Units are cumulative
and are paid quarterly.
Additionally, we may enter into commitments to purchase goods and services in connection with the operations of our apartment communities.
Those commitments generally have terms of one year or less and reflect expenditure levels comparable to our historical expenditures.
Future Capital Needs
In addition to the items set forth in “Contractual Obligations” above, we expect to fund any future acquisitions, redevelopment, development
and other capital spending principally with proceeds from apartment community sales, short-term borrowings, debt and equity financing and
operating cash flows. Our near-term business plan does not contemplate the issuance of equity.
Item 7A. Quantitative and Qualitative Disclosures About Market Risk
Our chief market risks are refunding risk, that is the availability of property debt or other cash sources to refund maturing property debt, and re-
pricing risk, that is the possibility of increases in base interest rates and credit risk spreads. We use predominantly long-dated, fixed-rate,
amortizing, non-recourse property debt in order to avoid the refunding and repricing risks of short-term borrowings. We use short-term debt
financing and working capital primarily to fund short-term uses and generally expect to refinance such borrowings with cash from operating
activities, proceeds from apartment community sales, long-term debt or equity financings. We make limited use of derivative financial instruments
and we do not use them for trading or other speculative purposes.
Market Risk Associated with Loans Secured by Our Real Estate Portfolio
As of December 31, 2018, on a consolidated basis, we had approximately $260.1 million of variable-rate property-level debt outstanding and
$160.4 million of variable-rate borrowings under our revolving credit facility. We estimate that a change in 30-day LIBOR of 100 basis points with
constant credit risk spreads would reduce or increase net income attributable to Aimco common stockholders and the Aimco Operating
Partnership’s common unitholders by approximately $4.2 million on an annual basis.
At December 31, 2018, we had approximately $72.6 million in cash and cash equivalents and restricted cash, a portion of which bears interest at
variable rates, which may offset somewhat a change in rates on our variable-rate debt discussed above.
43
Table of Contents
We estimate the fair value of debt instruments as described in Note 11 to the consolidated financial statements in Item 8. The estimated fair value
of total indebtedness was approximately $4.1 billion at December 31, 2018, inclusive of a $43.8 million mark-to-market liability. The mark-to-market
liability at December 31, 2017 was $92.1 million.
If market rates for consolidated fixed-rate debt in our Real Estate segment were higher by 100 basis points with constant credit risk spreads, the
estimated fair value of consolidated debt discussed above would decrease from $4.1 billion in the aggregate to $4.0 billion. If market rates for
consolidated debt discussed above were lower by 100 basis points with constant credit risk spreads, the estimated fair value of consolidated fixed-
rate debt would increase from $4.1 billion in the aggregate to $4.2 billion.
Item 8. Financial Statements and Supplementary Data
The independent registered public accounting firm’s reports, consolidated financial statements and schedule listed in the “Index to Financial
Statements” on page F-1 of this Annual Report are filed as part of this report and incorporated herein by this reference.
Item 9. Changes in and Disagreements With Accountants on Accounting and Financial Disclosure
None.
44
Table of Contents
Item 9A. Controls and Procedures
Aimco
Disclosure Controls and Procedures
Aimco’s management, with the participation of Aimco’s chief executive officer and chief financial officer, has evaluated the effectiveness of its
disclosure controls and procedures (as defined in Rules 13a-15(e) and 15d-15(e) under the Exchange Act), as of the end of the period covered by
this report. Based on such evaluation, Aimco’s chief executive officer and chief financial officer have concluded that, as of the end of such period,
Aimco’s disclosure controls and procedures are effective.
Management’s Report on Internal Control Over Financial Reporting
Aimco’s management is responsible for establishing and maintaining adequate internal control over financial reporting. Internal control over
financial reporting is defined in Rule 13a-15(f) and 15d-15(f) under the Exchange Act as a process designed by, or under the supervision of, our
principal executive and principal financial officers and effected by our Board of Directors, management and other personnel to provide reasonable
assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with
generally accepted accounting principles and includes those policies and procedures that:
•
•
•
pertain to the maintenance of records that, in reasonable detail, accurately and fairly reflect the transactions and dispositions of assets;
provide reasonable assurance that transactions are recorded as necessary to permit preparation of financial statements in accordance with
generally accepted accounting principles, and that receipts and expenditures are being made only in accordance with authorizations of our
management and directors; and
provide reasonable assurance regarding prevention or timely detection of unauthorized acquisition, use or disposition of assets that could
have a material effect on the financial statements.
Because of its inherent limitations, internal control over financial reporting may not prevent or detect misstatements. Projections of any
evaluation of effectiveness to future periods are subject to the risks that controls may become inadequate because of changes in conditions, or that
the degree of compliance with the policies or procedures may deteriorate.
Management assessed the effectiveness of Aimco’s internal control over financial reporting as of December 31, 2018. In making this assessment,
management used the criteria set forth by the Committee of Sponsoring Organizations of the Treadway Commission (COSO) in Internal Control-
Integrated Framework (2013 Framework).
Based on their assessment, management concluded that, as of December 31, 2018, Aimco’s internal control over financial reporting is effective.
Aimco’s independent registered public accounting firm has issued an attestation report on Aimco’s internal control over financial reporting.
Changes in Internal Control Over Financial Reporting
There has been no change in Aimco’s internal control over financial reporting (as defined in Rules 13a-15(f) and 15d-15(f) under the Exchange
Act) during the fourth quarter of 2018 that has materially affected, or is reasonably likely to materially affect, Aimco’s internal control over financial
reporting.
45
Table of Contents
Report of Independent Registered Public Accounting Firm
To the Shareholders and the Board of Directors of
Apartment Investment and Management Company
Opinion on Internal Control over Financial Reporting
We have audited Apartment Investment and Management Company’s internal control over financial reporting as of December 31, 2018, based on
criteria established in Internal Control-Integrated Framework issued by the Committee of Sponsoring Organizations of the Treadway Commission
“2013 framework,” (the COSO criteria). In our opinion, Apartment Investment and Management Company (the Company) maintained, in all material
respects, effective internal control over financial reporting as of December 31, 2018, based on the COSO criteria.
We also have audited, in accordance with the standards of the Public Company Accounting Oversight Board (United States) (PCAOB), the
consolidated balance sheets of the Company as of December 31, 2018 and 2017, and the related consolidated statements of operations,
comprehensive income, equity and cash flows for each of the three years in the period ended December 31, 2018 and the related notes and financial
statement schedule listed in the accompanying Index to Financial Statements of the Company and our report dated February 19, 2019 expressed an
unqualified opinion thereon.
Basis for Opinion
The Company’s management is responsible for maintaining effective internal control over financial reporting and for its assessment of the
effectiveness of internal control over financial reporting included in the accompanying Management’s Report on Internal Control Over Financial
Reporting. Our responsibility is to express an opinion on the Company’s internal control over financial reporting based on our audit. We are a
public accounting firm registered with the PCAOB and are required to be independent with respect to the Company in accordance with the U.S.
federal securities laws and the applicable rules and regulations of the Securities and Exchange Commission and the PCAOB.
We conducted our audit in accordance with the standards of the PCAOB. Those standards require that we plan and perform the audit to obtain
reasonable assurance about whether effective internal control over financial reporting was maintained in all material respects.
Our audit included obtaining an understanding of internal control over financial reporting, assessing the risk that a material weakness exists,
testing and evaluating the design and operating effectiveness of internal control based on the assessed risk, and performing such other procedures
as we considered necessary in the circumstances. We believe that our audit provides a reasonable basis for our opinion.
Definition and Limitations of Internal Control Over Financial Reporting
A company’s internal control over financial reporting is a process designed to provide reasonable assurance regarding the reliability of financial
reporting and the preparation of financial statements for external purposes in accordance with generally accepted accounting principles. A
company’s internal control over financial reporting includes those policies and procedures that (1) pertain to the maintenance of records that, in
reasonable detail, accurately and fairly reflect the transactions and dispositions of the assets of the company; (2) provide reasonable assurance that
transactions are recorded as necessary to permit preparation of financial statements in accordance with generally accepted accounting principles,
and that receipts and expenditures of the company are being made only in accordance with authorizations of management and directors of the
company; and (3) provide reasonable assurance regarding prevention or timely detection of unauthorized acquisition, use, or disposition of the
company’s assets that could have a material effect on the financial statements.
Because of its inherent limitations, internal control over financial reporting may not prevent or detect misstatements. Also, projections of any
evaluation of effectiveness to future periods are subject to the risk that controls may become inadequate because of changes in conditions, or that
the degree of compliance with the policies or procedures may deteriorate.
Denver, Colorado
February 19, 2019
/s/ ERNST & YOUNG LLP
46
Table of Contents
The Aimco Operating Partnership
Disclosure Controls and Procedures
The Aimco Operating Partnership’s management, with the participation of the chief executive officer and chief financial officer of Aimco, who are
the equivalent of the Aimco Operating Partnership’s chief executive officer and chief financial officer, respectively, has evaluated the effectiveness
of the Aimco Operating Partnership’s disclosure controls and procedures (as defined in Rules 13a-15(e) and 15d-15(e) under the Exchange Act) as
of the end of the period covered by this report. Based on such evaluation, the chief executive officer and chief financial officer of Aimco have
concluded that, as of the end of such period, the Aimco Operating Partnership’s disclosure controls and procedures are effective.
Management’s Report on Internal Control Over Financial Reporting
Management of the Aimco Operating Partnership is responsible for establishing and maintaining adequate internal control over financial
reporting. Internal control over financial reporting is defined in Rule 13a-15(f) and 15d-15(f) under the Exchange Act as a process designed by, or
under the supervision of, our principal executive and principal financial officers and effected by our Board of Directors, management and other
personnel to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external
purposes in accordance with generally accepted accounting principles and includes those policies and procedures that:
•
•
•
pertain to the maintenance of records that, in reasonable detail, accurately and fairly reflect the transactions and dispositions of assets;
provide reasonable assurance that transactions are recorded as necessary to permit preparation of financial statements in accordance with
generally accepted accounting principles, and that receipts and expenditures are being made only in accordance with authorizations of our
management and directors; and
provide reasonable assurance regarding prevention or timely detection of unauthorized acquisition, use or disposition of assets that could
have a material effect on the financial statements.
Because of its inherent limitations, internal control over financial reporting may not prevent or detect misstatements. Projections of any
evaluation of effectiveness to future periods are subject to the risks that controls may become inadequate because of changes in conditions, or that
the degree of compliance with the policies or procedures may deteriorate.
Management assessed the effectiveness of the Aimco Operating Partnership’s internal control over financial reporting as of December 31, 2018.
In making this assessment, management used the criteria set forth by the Committee of Sponsoring Organizations of the Treadway Commission
(COSO) in Internal Control-Integrated Framework (2013 Framework).
Based on their assessment, management concluded that, as of December 31, 2018, the Aimco Operating Partnership’s internal control over
financial reporting is effective.
The Aimco Operating Partnership’s independent registered public accounting firm has issued an attestation report on the Aimco Operating
Partnership’s internal control over financial reporting.
Changes in Internal Control Over Financial Reporting
There has been no change in the Aimco Operating Partnership’s internal control over financial reporting (as defined in Rules 13a-15(f) and 15d-
15(f) under the Exchange Act) during the fourth quarter of 2018 that has materially affected, or is reasonably likely to materially affect, the Aimco
Operating Partnership’s internal control over financial reporting.
47
Table of Contents
Report of Independent Registered Public Accounting Firm
To the Partners and the Board of Directors of
AIMCO Properties, L.P.
Opinion on Internal Control over Financial Reporting
We have audited AIMCO Properties, L.P.’s internal control over financial reporting as of December 31, 2018, based on criteria established in
Internal Control-Integrated Framework issued by the Committee of Sponsoring Organizations of the Treadway Commission “2013 framework,” (the
COSO criteria). In our opinion, AIMCO Properties, L.P. (the Partnership) maintained, in all material respects, effective internal control over financial
reporting as of December 31, 2018, based on the COSO criteria.
We also have audited, in accordance with the standards of the Public Company Accounting Oversight Board (United States) (PCAOB), the
consolidated balance sheets of the Partnership as of December 31, 2018 and 2017, and the related consolidated statements of operations,
comprehensive income, partners’ capital and cash flows for each of the three years in the period ended December 31, 2018 and the related notes and
financial statement schedule listed in the accompanying Index to Financial Statements of the Partnership and our report dated February 19, 2019
expressed an unqualified opinion thereon.
Basis for Opinion
The Partnership’s management is responsible for maintaining effective internal control over financial reporting and for its assessment of the
effectiveness of internal control over financial reporting included in the accompanying Management’s Report on Internal Control Over Financial
Reporting. Our responsibility is to express an opinion on the Partnership’s internal control over financial reporting based on our audit. We are a
public accounting firm registered with the PCAOB and are required to be independent with respect to the Partnership in accordance with the U.S.
federal securities laws and the applicable rules and regulations of the Securities and Exchange Commission and the PCAOB.
We conducted our audit in accordance with the standards of the PCAOB. Those standards require that we plan and perform the audit to obtain
reasonable assurance about whether effective internal control over financial reporting was maintained in all material respects.
Our audit included obtaining an understanding of internal control over financial reporting, assessing the risk that a material weakness exists,
testing and evaluating the design and operating effectiveness of internal control based on the assessed risk, and performing such other procedures
as we considered necessary in the circumstances. We believe that our audit provides a reasonable basis for our opinion.
Definition and Limitations of Internal Control Over Financial Reporting
A company’s internal control over financial reporting is a process designed to provide reasonable assurance regarding the reliability of financial
reporting and the preparation of financial statements for external purposes in accordance with generally accepted accounting principles. A
company’s internal control over financial reporting includes those policies and procedures that (1) pertain to the maintenance of records that, in
reasonable detail, accurately and fairly reflect the transactions and dispositions of the assets of the company; (2) provide reasonable assurance that
transactions are recorded as necessary to permit preparation of financial statements in accordance with generally accepted accounting principles,
and that receipts and expenditures of the company are being made only in accordance with authorizations of management and directors of the
company; and (3) provide reasonable assurance regarding prevention or timely detection of unauthorized acquisition, use, or disposition of the
company’s assets that could have a material effect on the financial statements.
Because of its inherent limitations, internal control over financial reporting may not prevent or detect misstatements. Also, projections of any
evaluation of effectiveness to future periods are subject to the risk that controls may become inadequate because of changes in conditions, or that
the degree of compliance with the policies or procedures may deteriorate.
Denver, Colorado
February 19, 2019
/s/ ERNST & YOUNG LLP
48
Table of Contents
Item 9B. Other Information
None.
Item 10. Directors, Executive Officers and Corporate Governance
PART III
Each member of the board of directors of Aimco also is a director of the general partner of the Aimco Operating Partnership. The officers of
Aimco are also the officers of the general partner of the Aimco Operating Partnership and hold the same titles. The information required by this item
for both Aimco and the Aimco Operating Partnership is presented jointly under the captions “Board of Directors and Executive Officers,”
“Corporate Governance Matters - Code of Ethics,” “Other Matters - Section 16(a) Beneficial Ownership Reporting Compliance,” “Corporate
Governance Matters - Meetings and Committees: Nominating and Corporate Governance Committee,” “Corporate Governance Matters - Meetings
and Committees: Audit Committee” and “Corporate Governance Matters - Meetings and Committees: Audit Committee Financial Expert” in the
proxy statement for Aimco’s 2019 annual meeting of stockholders and is incorporated herein by reference.
Item 11. Executive Compensation
The information required by this item is presented under the captions “Compensation Discussion & Analysis,” “Compensation and Human
Resources Committee Report to Stockholders,” “Summary Compensation Table,” “Grants of Plan-Based Awards in 2018,” “Outstanding Equity
Awards at Fiscal Year-End 2018,” “Option Exercises and Stock Vested in 2018,” “Potential Payments Upon Termination or Change in Control” and
“Corporate Governance Matters - Director Compensation” in the proxy statement for Aimco’s 2019 annual meeting of stockholders and is
incorporated herein by reference.
Item 12. Security Ownership of Certain Beneficial Owners and Management and Related Stockholder Matters
The information required by this item, for both Aimco and the Aimco Operating Partnership, is presented under the captions “Security
Ownership of Certain Beneficial Owners and Management” and “Securities Authorized for Issuance Under Equity Compensation Plans” in the
proxy statement for Aimco’s 2019 annual meeting of stockholders and is incorporated herein by reference. In addition, as of February 15, 2019,
Aimco, through its consolidated subsidiaries, held 93.9% of the Aimco Operating Partnership’s common partnership units outstanding.
Item 13. Certain Relationships and Related Transactions, and Director Independence
The information required by this item is presented under the caption “Certain Relationships and Related Transactions” and “Corporate Governance
Matters - Independence of Directors” in the proxy statement for Aimco’s 2019 annual meeting of stockholders and is incorporated herein by
reference.
Item 14. Principal Accountant Fees and Services
The information required by this item is presented under the caption “Principal Accountant Fees and Services” in the proxy statement for
Aimco’s 2019 annual meeting of stockholders and is incorporated herein by reference.
Item 15. Exhibits and Financial Statement Schedules
PART IV
(a)(1)
(a)(2)
The financial statements listed in the Index to Financial Statements on Page F-1 of this report are filed as part of this report and
incorporated herein by reference.
The financial statement schedule listed in the Index to Financial Statements on Page F-1 of this report is filed as part of this report
and incorporated herein by reference.
(a)(3)
The Exhibit Index is incorporated herein by reference.
49
Table of Contents
EXHIBIT NO.
DESCRIPTION
INDEX TO EXHIBITS (1) (2)
3.1
3.2
10.1
10.2
10.3
10.4
10.5
10.6
10.7
10.8
10.9
10.10
10.11
10.12
10.13
10.14
10.15
10.16
10.17
10.18
Charter (Exhibit 3.1 to Aimco’s Quarterly Report on Form 10-Q for the quarterly period ended March 31, 2018, is incorporated herein
by this reference)
Amended and Restated Bylaws (Exhibit 3.1 to Aimco’s Current Report on Form 8-K dated January 26, 2016, is incorporated herein by
this reference)
Fourth Amended and Restated Agreement of Limited Partnership of the Aimco Operating Partnership, dated as of July 29, 1994, as
amended and restated as of February 28, 2007 (Exhibit 10.1 to Aimco’s Annual Report on Form 10-K for the year ended December 31,
2006, is incorporated herein by this reference)
First Amendment to Fourth Amended and Restated Agreement of Limited Partnership of the Aimco Operating Partnership, dated as
of December 31, 2007 (Exhibit 10.1 to Aimco’s Current Report on Form 8-K, dated December 31, 2007, is incorporated herein by this
reference)
Second Amendment to the Fourth Amended and Restated Agreement of Limited Partnership of the Aimco Operating Partnership,
dated as of July 30, 2009 (Exhibit 10.1 to Aimco’s Quarterly Report on Form 10-Q for the quarterly period ended June 30, 2009, is
incorporated herein by this reference)
Third Amendment to the Fourth Amended and Restated Agreement of Limited Partnership of the Aimco Operating Partnership, dated
as of September 2, 2010 (Exhibit 10.1 to Aimco’s Current Report on Form 8-K, dated September 3, 2010, is incorporated herein by this
reference)
Fourth Amendment to the Fourth Amended and Restated Agreement of Limited Partnership of the Aimco Operating Partnership,
dated as of July 26, 2011 (Exhibit 10.1 to Aimco’s Current Report on Form 8-K, dated July 26, 2011, is incorporated herein by this
reference)
Fifth Amendment to the Fourth Amended and Restated Agreement of Limited Partnership of the Aimco Operating Partnership, dated
as of August 24, 2011 (Exhibit 10.1 to Aimco’s Current Report on Form 8-K, dated August 24, 2011, is incorporated herein by this
reference)
Sixth Amendment to the Fourth Amended and Restated Agreement of Limited Partnership of the Aimco Operating Partnership, dated
as of December 31, 2011 (Exhibit 10.1 to Aimco’s Current Report on Form 8-K, dated December 31, 2011, is incorporated herein by this
reference)
Seventh Amendment to the Fourth Amended and Restated Agreement of Limited Partnership of the Aimco Operating Partnership,
dated as of May 13, 2014 (Exhibit 10.1 to Aimco’s Current Report on Form 8-K, dated May 9, 2014, is incorporated herein by this
reference)
Eighth Amendment to the Fourth Amended and Restated Agreement of Limited Partnership of the Aimco Operating Partnership,
dated as of October 31, 2014 (Exhibit 10.1 to Aimco’s Current Report on Form 8-K, dated November 4, 2014, is incorporated herein by
this reference)
Ninth Amendment to the Fourth Amended and Restated Agreement of Limited Partnership of the Aimco Operating Partnership, dated
as of August 16, 2016 (Exhibit 10.1 to Aimco’s Current Report on Form 8-K, dated August 16, 2016, is incorporated herein by this
reference)
Tenth Amendment to the Fourth Amended and Restated Agreement of Limited Partnership of the Aimco Operating Partnership, dated
as of January 31, 2017 (Exhibit 10.1 to Aimco’s Current Report on Form 8-K, dated January 31, 2017, is incorporated herein by this
reference)
Second Amended and Restated Senior Secured Credit Agreement, dated as of June 30, 2017, among Aimco, the Aimco Operating
Partnership, AIMCO/Bethesda Holdings, Inc., the lenders party thereto, KeyBank N.A., as administrative agent, swing line lender and
a letter of credit issuer (Exhibit 10.1 to Aimco’s Current Report on Form 8-K, dated June 30, 2017, is incorporated herein by this
reference)
Master Indemnification Agreement, dated December 3, 2001, by and among Aimco, the Aimco Operating Partnership., XYZ Holdings
LLC, and the other parties signatory thereto (Exhibit 10.2 to Aimco’s Current Report on Form 8-K, dated December 6, 2001, is
incorporated herein by this reference)
Tax Indemnification and Contest Agreement, dated December 3, 2001, by and among Aimco, National Partnership Investments, Corp.,
and XYZ Holdings LLC and the other parties signatory thereto (Exhibit 10.3 to Aimco’s Current Report on Form 8-K, dated December
6, 2001, is incorporated herein by this reference)
Employment Contract executed on December 21, 2017, by and between the Aimco Operating Partnership and Terry Considine (Exhibit
10.1 to Aimco’s Current Report on Form 8-K, dated December 21, 2017, is incorporated herein by this reference)*
Aimco Severance Policy (Exhibit 10.1 to Aimco’s Current Report on Form 8-K dated February 22, 2018, is incorporated herein by
reference)*
2007 Stock Award and Incentive Plan (Appendix A to Aimco’s Proxy Statement on Schedule 14A filed with the Securities and
Exchange Commission on March 20, 2007 is incorporated herein by this reference)*
Form of Restricted Stock Agreement (2007 Stock Award and Incentive Plan) (Exhibit 10.2 to Aimco’s Current Report on Form 8-K,
dated April 30, 2007, is incorporated herein by this reference)*
50
Table of Contents
10.19
10.20
10.21
10.22
10.23
10.24
10.25
10.26
10.27
10.28
10.29
21.1
23.1
23.2
31.1
31.2
31.3
31.4
32.1
32.2
32.3
32.4
99.1
99.2
101
Form of Non-Qualified Stock Option Agreement (2007 Stock Award and Incentive Plan) (Exhibit 10.3 to Aimco’s Current Report on
Form 8-K, dated April 30, 2007, is incorporated herein by this reference)*
2007 Employee Stock Purchase Plan (Appendix B to Aimco’s Proxy Statement on Schedule 14A filed with the Securities and Exchange
Commission on March 20, 2007, is incorporated herein by this reference)*
Aimco 2015 Stock Award and Incentive Plan (as amended and restated January 31, 2017) (Exhibit 10.2 to Aimco’s Current Report on
Form 8-K, dated January 31, 2017, is incorporated herein by this reference)*
Aimco Second Amended and Restated 2015 Stock Award and Incentive Plan (as amended and restated effective February 22, 2018)
(Exhibit A to Aimco’s Proxy Statement on Schedule 14A filed with the Securities and Exchange Commission on March 8, 2018, is
incorporated herein by reference)*
Form of Performance Restricted Stock Agreement (2015 Stock Award and Incentive Plan) (Exhibit 10.24 to Aimco’s Annual Report on
Form 10-K for the year ended December 31, 2015, is incorporated herein by this reference)*
Form of Restricted Stock Agreement (2015 Stock Award and Incentive Plan) (Exhibit 10.25 to Aimco’s Annual Report on Form 10-K
for the year ended December 31, 2015, is incorporated herein by this reference)*
Form of Non-Qualified Stock Option Agreement (2015 Stock Award and Incentive Plan) (Exhibit 10.26 to Aimco’s Annual Report on
Form 10-K for the year ended December 31, 2015, is incorporated herein by this reference)*
Form of LTIP Unit Agreement (2015 Stock Award and Incentive Plan) (Exhibit 10.3 to Aimco’s Current Report on Form 8-K, dated
January 31, 2017, is incorporated herein by this reference)*
Form of Performance Vesting LTIP Unit Agreement (2015 Stock Award and Incentive Plan) (Exhibit 10.4 to Aimco’s Current Report on
Form 8-K, dated January 31, 2017, is incorporated herein by this reference)*
Form of Non-Qualified Stock Option Agreement (2015 Stock Award and Incentive Plan) (Exhibit 10.26 to Aimco’s Annual Report on
Form 10-K for the year ended December 31, 2016, is incorporated herein by this reference)*
Form of Performance Vesting LTIP II Unit Agreement (2015 Stock Award and Incentive Plan) (Exhibit 10.15 to Aimco’s Quarterly
Report on Form 10-Q for the quarterly period ended March 31, 2018, is incorporated herein by this reference)*
List of Subsidiaries
Consent of Independent Registered Public Accounting Firm - Aimco
Consent of Independent Registered Public Accounting Firm - Aimco Operating Partnership
Certification of Chief Executive Officer pursuant to Securities Exchange Act Rules 13a-14(a)/15d-14(a), as Adopted Pursuant to
Section 302 of the Sarbanes-Oxley Act of 2002 - Aimco
Certification of Chief Financial Officer pursuant to Securities Exchange Act Rules 13a-14(a)/15d-14(a), as Adopted Pursuant to Section
302 of the Sarbanes-Oxley Act of 2002 - Aimco
Certification of Chief Executive Officer pursuant to Securities Exchange Act Rules 13a-14(a)/15d-14(a), as Adopted Pursuant to
Section 302 of the Sarbanes-Oxley Act of 2002 - Aimco Operating Partnership
Certification of Chief Financial Officer pursuant to Securities Exchange Act Rules 13a-14(a)/15d-14(a), as Adopted Pursuant to Section
302 of the Sarbanes-Oxley Act of 2002 - Aimco Operating Partnership
Certification Pursuant to 18 U.S.C. Section 1350, as Adopted Pursuant to Section 906 of the Sarbanes-Oxley Act of 2002 - Aimco
Certification Pursuant to 18 U.S.C. Section 1350, as Adopted Pursuant to Section 906 of the Sarbanes-Oxley Act of 2002 - Aimco
Certification Pursuant to 18 U.S.C. Section 1350, as Adopted Pursuant to Section 906 of the Sarbanes-Oxley Act of 2002 - Aimco
Operating Partnership
Certification Pursuant to 18 U.S.C. Section 1350, as Adopted Pursuant to Section 906 of the Sarbanes-Oxley Act of 2002 - Aimco
Operating Partnership
Agreement regarding disclosure of long-term debt instruments - Aimco
Agreement regarding disclosure of long-term debt instruments - Aimco Operating Partnership
XBRL (Extensible Business Reporting Language). The following materials from Aimco’s and the Aimco Operating Partnership’s
combined Annual Report on Form 10-K for the year ended December 31, 2018, formatted in XBRL: (i) consolidated balance sheets; (ii)
consolidated statements of operations; (iii) consolidated statements of comprehensive income; (iv) consolidated statements of equity
and consolidated statements of partners’ capital; (v) consolidated statements of cash flows; (vi) notes to the consolidated financial
statements; and (vii) financial statement schedule (3)
(1) Schedule and supplemental materials to the exhibits have been omitted but will be provided to the Securities and Exchange Commission upon
request.
(2) The Commission file numbers for exhibits is 001-13232 (Aimco) and 0-24497 (the Aimco Operating Partnership), and all such exhibits remain
available pursuant to the Records Control Schedule of the Securities and Exchange Commission.
(3) As provided in Rule 406T of Regulation S-T, this information is furnished and not filed for purposes of Sections 11 and 12
51
Table of Contents
of the Securities Act of 1933 and Section 18 of the Securities Exchange Act of 1934.
* Management contract or compensatory plan or arrangement
Item 16. Form 10-K Summary
None.
52
Table of Contents
SIGNATURES
Pursuant to the requirements of Section 13 or 15(d) of the Securities Exchange Act of 1934, each registrant has duly caused this report to be
signed on its behalf by the undersigned, thereunto duly authorized.
APARTMENT INVESTMENT AND
MANAGEMENT COMPANY
By:
/s/ TERRY CONSIDINE
Terry Considine
Chairman of the Board and
Chief Executive Officer
Date: February 19, 2019
AIMCO PROPERTIES, L.P.
By:
AIMCO-GP, Inc., its General Partner
By:
/s/ TERRY CONSIDINE
Terry Considine
Chairman of the Board and
Chief Executive Officer
Date: February 19, 2019
Pursuant to the requirements of the Securities Exchange Act of 1934, this report has been signed below by the following persons on behalf of
each registrant and in the capacities and on the dates indicated.
Signature
APARTMENT INVESTMENT AND MANAGEMENT COMPANY
AIMCO PROPERTIES, L.P.
By: AIMCO-GP, Inc., its General Partner
/s/ TERRY CONSIDINE
Terry Considine
/s/ PAUL BELDIN
Paul Beldin
/s/ THOMAS L. KELTNER
Thomas L. Keltner
/s/ J. LANDIS MARTIN
J. Landis Martin
/s/ ROBERT A. MILLER
Robert A. Miller
/s/ KATHLEEN M. NELSON
Kathleen M. Nelson
/s/ ANN SPERLING
Ann Sperling
/s/ MICHAEL A. STEIN
Michael A. Stein
/s/ NINA A. TRAN
Nina A. Tran
Title
Date
Chairman of the Board and
Chief Executive Officer
(principal executive officer)
Executive Vice President and
Chief Financial Officer
(principal financial officer)
Director
Director
Director
Director
Director
Director
February 19, 2019
February 19, 2019
February 19, 2019
February 19, 2019
February 19, 2019
February 19, 2019
February 19, 2019
February 19, 2019
Director
February 19, 2019
53
Table of Contents
APARTMENT INVESTMENT AND MANAGEMENT COMPANY
AIMCO PROPERTIES, L.P.
INDEX TO FINANCIAL STATEMENTS
Financial Statements:
Apartment Investment and Management Company:
Report of Independent Registered Public Accounting Firm
Consolidated Balance Sheets
Consolidated Statements of Operations
Consolidated Statements of Comprehensive Income
Consolidated Statements of Equity
Consolidated Statements of Cash Flows
AIMCO Properties, L.P.:
Report of Independent Registered Public Accounting Firm
Consolidated Balance Sheets
Consolidated Statements of Operations
Consolidated Statements of Comprehensive Income
Consolidated Statements of Partners’ Capital
Consolidated Statements of Cash Flows
Page
F-2
F-3
F-4
F-5
F-6
F-7
F-9
F-10
F-11
F-12
F-13
F-14
Notes to the Consolidated Financial Statements of Apartment Investment and Management Company and AIMCO Properties, L.P.
F-16
Financial Statement Schedule:
Schedule III - Real Estate and Accumulated Depreciation
F-41
All other schedules are omitted because they are not applicable or the required information is shown in the financial statements or
notes thereto.
F-1
Table of Contents
Report of Independent Registered Public Accounting Firm
The Shareholders and the Board of Directors
Apartment Investment and Management Company
Opinion on the Financial Statements
We have audited the accompanying consolidated balance sheets of Apartment Investment and Management Company (the Company) as of
December 31, 2018 and 2017, the related consolidated statements of operations, comprehensive income, equity, and cash flows for each of the three
years in the period ended December 31, 2018, and the related notes and the financial statement schedule listed in the accompanying Index to
Financial Statements (collectively referred to as the “consolidated financial statements”). In our opinion, the consolidated financial statements
present fairly, in all material respects, the financial position of the Company at December 31, 2018 and 2017, and the results of its operations and its
cash flows for each of the three years in the period ended December 31, 2018, in conformity with U.S. generally accepted accounting principles.
We also have audited, in accordance with the standards of the Public Company Accounting Oversight Board (United States) (PCAOB), the
Company’s internal control over financial reporting as of December 31, 2018, based on criteria established in Internal Control-Integrated Framework
issued by the Committee of Sponsoring Organizations of the Treadway Commission (2013 framework) and our report dated February 19, 2019
expressed an unqualified opinion thereon.
Adoption of New Accounting Standard
As discussed in Note 9 to the consolidated financial statements, the Company changed its accounting for the income tax consequences of
intercompany transfers of assets effective January 1, 2017.
Basis for Opinion
These financial statements are the responsibility of the Company’s management. Our responsibility is to express an opinion on the Company’s
financial statements based on our audits. We are a public accounting firm registered with the PCAOB and are required to be independent with
respect to the Company in accordance with the U.S. federal securities laws and the applicable rules and regulations of the Securities and Exchange
Commission and the PCAOB.
We conducted our audits in accordance with the standards of the PCAOB. Those standards require that we plan and perform the audit to obtain
reasonable assurance about whether the financial statements are free of material misstatement, whether due to error or fraud. Our audits included
performing procedures to assess the risks of material misstatement of the financial statements, whether due to error or fraud, and performing
procedures that respond to those risks. Such procedures included examining, on a test basis, evidence regarding the amounts and disclosures in
the financial statements. Our audits also included evaluating the accounting principles used and significant estimates made by management, as well
as evaluating the overall presentation of the financial statements. We believe that our audits provide a reasonable basis for our opinion.
We have served as the Company’s auditor since 1994.
Denver, Colorado
February 19, 2019
/s/ ERNST & YOUNG LLP
F-2
APARTMENT INVESTMENT AND MANAGEMENT COMPANY
CONSOLIDATED BALANCE SHEETS
As of December 31, 2018 and 2017
(In thousands, except share data)
Table of Contents
ASSETS
Buildings and improvements
Land
Total real estate
Accumulated depreciation
Net real estate
Cash and cash equivalents
Restricted cash
Other assets
Assets held for sale
Assets of partnerships served by Asset Management business:
Real estate, net
Cash and cash equivalents
Restricted cash
Other assets
Total assets
LIABILITIES AND EQUITY
Non-recourse property debt secured by Real Estate communities, net
Term loan, net
Revolving credit facility borrowings
Total indebtedness associated with Real Estate portfolio
Accrued liabilities and other
Liabilities related to assets held for sale
Liabilities of partnerships served by Asset Management business:
Non-recourse property debt, net
Accrued liabilities and other
Total liabilities
Preferred noncontrolling interests in Aimco Operating Partnership (Note 7)
Commitments and contingencies (Note 5)
Equity:
Perpetual Preferred Stock (Note 6)
Common Stock, $0.01 par value, 500,787,260 shares authorized, 149,133,826 and 157,189,447 shares
issued/outstanding at December 31, 2018 and 2017, respectively
Additional paid-in capital
Accumulated other comprehensive income
Distributions in excess of earnings
Total Aimco equity
Noncontrolling interests in consolidated real estate partnerships
Common noncontrolling interests in Aimco Operating Partnership
Total equity
Total liabilities and equity
See notes to the consolidated financial statements.
F-3
2018
2017
$
6,552,065
1,756,525
8,308,590
(2,585,115)
5,723,475
36,858
35,737
351,541
42,393
$
$
—
—
—
—
6,190,004
3,915,305
—
160,360
4,075,665
226,230
23,177
—
—
4,325,072
101,291
6,174,149
1,753,604
7,927,753
(2,522,358)
5,405,395
60,498
34,827
272,739
17,959
224,873
16,288
30,928
15,533
6,079,040
3,545,109
249,501
67,160
3,861,770
213,027
—
227,141
19,812
4,321,750
101,537
125,000
125,000
1,491
3,515,641
4,794
(1,947,507)
1,699,419
(2,967)
67,189
1,763,641
6,190,004
$
1,572
3,900,042
3,603
(2,367,073)
1,663,144
(1,716)
(5,675)
1,655,753
6,079,040
$
$
$
$
Table of Contents
APARTMENT INVESTMENT AND MANAGEMENT COMPANY
CONSOLIDATED STATEMENTS OF OPERATIONS
For the Years Ended December 31, 2018, 2017 and 2016
(In thousands, except per share data)
2018
2017
2016
REVENUES:
Rental and other property revenues attributable to Real Estate
$
Rental and other property revenues of partnerships served by Asset Management business
Tax credit and transaction revenues
Total revenues
OPERATING EXPENSES:
Property operating expenses attributable to Real Estate
Property operating expenses of partnerships served by Asset Management business
Depreciation and amortization
General and administrative expenses
Other expenses, net
Provision for real estate impairment loss
Total operating expenses
Interest income
Interest expense
Gain on dispositions of real estate and the Asset Management Business
Other, net
Income before income tax benefit
Income tax benefit (Note 9)
Net income
Noncontrolling interests:
922,593
42,830
6,987
972,410
307,901
20,921
377,786
46,268
3,778
—
756,654
10,914
(200,634)
677,463
77
703,576
13,027
716,603
$
$
918,148
74,046
13,243
1,005,437
319,126
35,458
366,184
43,657
11,148
35,881
811,454
8,332
(194,615)
300,849
7,694
316,243
30,836
347,079
899,891
74,640
21,323
995,854
317,957
36,956
333,066
46,784
14,295
—
749,058
7,797
(196,389)
400,156
6,071
464,431
18,842
483,273
Net income attributable to noncontrolling interests in consolidated real estate partnerships
(8,220)
(9,084)
(25,256)
Net income attributable to preferred noncontrolling interests in Aimco Operating
Partnership
Net income attributable to common noncontrolling interests in Aimco Operating
Partnership
Net income attributable to noncontrolling interests
Net income attributable to Aimco
Net income attributable to Aimco preferred stockholders
Net income attributable to participating securities
Net income attributable to Aimco common stockholders
Net income attributable to Aimco per common share – basic
Net income attributable to Aimco per common share – diluted
Weighted average common shares outstanding – basic
Weighted average common shares outstanding – diluted
(7,739)
(7,764)
(7,239)
(34,417)
(50,376)
666,227
(8,593)
(1,037)
(14,457)
(31,305)
315,774
(8,594)
(319)
656,597
$
306,861
$
4.21
$
4.21
$
1.96
$
1.96
$
155,866
156,053
156,323
156,796
(20,368)
(52,863)
430,410
(11,994)
(635)
417,781
2.68
2.67
156,001
156,391
$
$
$
See notes to the consolidated financial statements.
F-4
Table of Contents
APARTMENT INVESTMENT AND MANAGEMENT COMPANY
CONSOLIDATED STATEMENTS OF COMPREHENSIVE INCOME
For the Years Ended December 31, 2018, 2017 and 2016
(In thousands)
Net income
Other comprehensive gain:
Realized and unrealized (losses) gains on interest rate swaps
Losses on interest rate swaps reclassified into earnings from accumulated other
comprehensive loss
Unrealized (losses) gains on available for sale debt securities
Other comprehensive gain
Comprehensive income
Comprehensive income attributable to noncontrolling interests
Comprehensive income attributable to Aimco
2018
2017
2016
$
716,603
$
347,079
$
483,273
—
(173 )
221
1,391
(131 )
1,260
717,863
(50,445 )
1,480
1,507
2,814
349,893
(31,527 )
$
667,418
$
318,366
$
1,586
5,855
7,662
490,935
(53,474 )
437,461
See notes to the consolidated financial statements.
F-5
Table of Contents
APARTMENT INVESTMENT AND MANAGEMENT COMPANY
CONSOLIDATED STATEMENTS OF EQUITY
For the Years Ended December 31, 2018, 2017 and 2016
(In thousands)
Preferred Stock
Common Stock
Shares
Issued
Shares
Issued Amount
6,391 $ 159,126 156,326 $ 1,563
(1,391 )
—
(34,126 )
—
Amount
Accumulated
Other
Comprehensive
Income (Loss)
Additional
Paid-in
Capital
$ 4,064,659 $
Distributions in
Excess of
Earnings
(2,596,917 ) $ 1,622,391 $
Total
Aimco
Equity
(1,980 )
(34,799 )
Noncontrolling
Interests
141,514
—
Total
Equity
$ 1,763,905
(34,799 )
(6,040 ) $
—
Balances at December 31, 2015
Redemption of Preferred Stock
Redemption of Aimco Operating
Partnership units
Amortization of share-based
compensation cost
Effect of changes in ownership for
consolidated entities
Change in accumulated other
comprehensive income
Other, net
Net income
Distributions to noncontrolling
interests
Common Stock dividends
Preferred Stock dividends
Balances at December 31, 2016
Redemption of Aimco Operating
Partnership units
Amortization of share-based
compensation cost
Contributions from noncontrolling
interests
Effect of changes in ownership for
consolidated entities
Cumulative effect of a change in
accounting principle
Change in accumulated other
comprehensive income
Other, net
Net income
Distributions to noncontrolling
interests
Common Stock dividends
Preferred Stock dividends
Balances at December 31, 2017
Repurchases of Common Stock
Issuance of Aimco Operating
Partnership units
Redemption of Aimco Operating
Partnership units
Amortization of share-based
compensation cost
Effect of changes in ownership for
consolidated entities
Change in accumulated other
comprehensive income
Other, net
Net income
Distributions to noncontrolling
interests
Common Stock dividends
Preferred Stock dividends
Balances at December 31, 2018
—
—
—
—
—
—
—
—
—
—
—
—
—
31
—
—
531
—
—
—
—
—
6
—
—
—
—
—
—
—
—
—
—
5,000 125,000 156,888 1,569
—
—
—
—
—
—
—
—
—
—
—
—
—
—
—
—
—
—
—
—
18
—
—
—
—
283
—
—
—
—
—
—
—
3
—
—
—
—
—
—
—
—
—
—
—
—
—
5,000 125,000 157,189 1,572
—
(8,219 )
—
(82 )
—
—
—
—
—
—
—
—
—
—
—
—
—
—
—
—
22
—
—
142
—
—
—
—
—
—
1
—
—
—
—
—
—
—
—
—
—
5,000 $ 125,000 149,134 $ 1,491
—
—
—
1,307
—
8,610
(26,171 )
—
3,317
—
—
—
—
4,051,722
—
8,638
—
(160,586 )
—
—
268
—
—
—
—
3,900,042
(373,511 )
—
—
8,074
(19,115 )
—
151
—
—
—
—
$ 3,515,641 $
—
—
—
7,051
—
—
—
—
—
1,011
—
—
—
—
—
2,592
—
—
—
—
—
3,603
—
—
—
—
—
1,191
—
—
—
—
—
4,794 $
—
(10,819 )
(10,819 )
—
—
—
8,610
(26,171 )
—
—
430,410
7,051
3,323
430,410
—
8,610
10,107
611
—
45,624
(16,064 )
7,662
3,323
476,034
—
(206,898 )
(10,014 )
—
(206,898 )
(10,014 )
(2,385,399 ) 1,793,903
(35,974 )
(35,974 )
—
—
151,063
(206,898 )
(10,014 )
1,944,966
—
—
—
—
(11,882 )
(11,882 )
8,638
—
613
3,401
9,251
3,401
—
(160,586 )
(152,189 )
(312,775 )
(62,682 )
(62,682 )
(3,028 )
(65,710 )
—
—
315,774
2,592
271
315,774
—
(226,172 )
(8,594 )
—
(226,172 )
(8,594 )
(2,367,073 ) 1,663,144
(373,593 )
—
—
—
—
—
—
—
8,074
(19,115 )
—
—
666,227
1,191
152
666,227
222
—
23,541
2,814
271
339,315
(19,132 )
(19,132 )
—
—
(226,172 )
(8,594 )
(7,391 ) 1,655,753
—
(373,593 )
50,151
50,151
(9,639 )
(9,639 )
1,691
9,014
69
—
42,637
9,765
(10,101 )
1,260
152
708,864
—
(238,067 )
(8,594 )
—
(238,067 )
(8,594 )
(1,947,507 ) $ 1,699,419 $
(22,310 )
(22,310 )
—
—
64,222
(238,067 )
(8,594 )
$ 1,763,641
See notes to the consolidated financial statements.
F-6
Table of Contents
APARTMENT INVESTMENT AND MANAGEMENT COMPANY
CONSOLIDATED STATEMENTS OF CASH FLOWS
For the Years Ended December 31, 2018, 2017 and 2016
(In thousands)
CASH FLOWS FROM OPERATING ACTIVITIES:
Net income
Adjustments to reconcile net income to net cash provided by operating activities:
Depreciation and amortization
Provision for real estate impairment loss
Gain on dispositions of real estate and the Asset Management business
Income tax benefit
Share-based compensation expense
Amortization of debt issue costs and other
Other, net
Changes in operating assets and operating liabilities:
Accounts receivable and other assets
Accounts payable, accrued liabilities and other
Total adjustments
Net cash provided by operating activities
CASH FLOWS FROM INVESTING ACTIVITIES:
Purchases of real estate and deposits related to purchases of real estate
Capital expenditures
Proceeds from dispositions of real estate
Purchases of corporate assets
Proceeds from repayments on notes receivable
Other investing activities
Net cash provided by (used in) investing activities
CASH FLOWS FROM FINANCING ACTIVITIES:
Proceeds from non-recourse property debt
Principal repayments on non-recourse property debt
(Repayment of) proceeds from term loan
Net borrowings on (repayments of) revolving credit facility
Payment of debt issue costs
Payment of debt extinguishment costs
Repurchases of Common Stock
Redemptions of Preferred Stock
Payment of dividends to holders of Preferred Stock
Payment of dividends to holders of Common Stock
Payment of distributions to noncontrolling interests
Redemptions of noncontrolling interests in the Aimco Operating Partnership
Purchases of noncontrolling interests in consolidated real estate partnerships
Other financing activities
Net cash used in financing activities
2018
2017
2016
$
716,603 $
347,079
$
483,273
377,786
—
(677,463 )
(13,027 )
8,550
9,023
1,065
(27,830 )
1,681
(320,215 )
396,388
(242,297 )
(340,489 )
708,848
(7,718 )
5,010
(1,508 )
121,846
1,228,027
(976,087 )
(250,000 )
93,200
(11,961 )
(14,241 )
(373,593 )
—
(8,594 )
(237,504 )
(29,196 )
(9,885 )
(3,579 )
5,233
(588,180 )
366,184
35,881
(300,849 )
(30,836 )
7,877
5,666
(7,694 )
(15,841 )
(15,395 )
44,993
392,072
(20,372 )
(358,104 )
401,983
(8,899 )
430
(2,019 )
13,019
312,434
(409,167 )
250,000
49,230
(4,751 )
(399 )
—
—
(8,594 )
(225,377 )
(26,799 )
(13,546 )
(314,269 )
(2,462 )
(393,700 )
333,066
—
(400,156 )
(18,842 )
7,629
5,060
(6,071 )
(22,294 )
(5,164 )
(106,772 )
376,501
(290,729 )
(346,645 )
535,513
(7,540 )
412
9,842
(99,147 )
417,714
(371,947 )
—
(9,070 )
(7,816 )
(391 )
—
(34,799 )
(10,014 )
(206,279 )
(35,706 )
(12,544 )
(13,941 )
844
(283,949 )
(6,595 )
137,745
131,150
NET (DECREASE) INCREASE IN CASH, CASH EQUIVALENTS AND RESTRICTED CASH
CASH, CASH EQUIVALENTS AND RESTRICTED CASH AT BEGINNING OF PERIOD
CASH, CASH EQUIVALENTS AND RESTRICTED CASH AT END OF PERIOD
$
(69,946 )
142,541
72,595 $
11,391
131,150
142,541
$
See notes to the consolidated financial statements.
F-7
Table of Contents
APARTMENT INVESTMENT AND MANAGEMENT COMPANY
CONSOLIDATED STATEMENTS OF CASH FLOWS
For the Years Ended December 31, 2018, 2017 and 2016
(In thousands)
SUPPLEMENTAL CASH FLOW INFORMATION:
Interest paid
Cash paid for income taxes
Non-cash transactions associated with the acquisition or disposition of real estate:
Non-recourse property debt assumed by buyer in connection with the disposition of the
Asset Management business
Non-recourse property debt assumed in connection with the acquisition of real estate
Issuance of preferred OP Units in connection with acquisition of real estate
Issuance of common OP Units in connection with acquisition of real estate
Other non-cash investing and financing transactions:
Accrued capital expenditures (at end of period)
Accrued dividends on TSR restricted stock and LTIP awards (at end of period) (Note 8)
2018
2017
2016
$
$
199,996
11,522
$
196,438
7,401
200,278
2,152
227,708
208,885
—
50,151
40,185
1,266
—
—
—
—
31,719
1,720
—
—
17,000
—
35,594
927
See notes to the consolidated financial statements.
F-8
Table of Contents
The Partners and the Board of Directors
AIMCO Properties, L.P.
Opinion on the Financial Statements
Report of Independent Registered Public Accounting Firm
We have audited the accompanying consolidated balance sheets of AIMCO Properties, L.P. (the “Partnership”) as of December 31, 2018 and
2017, the related consolidated statements of operations, comprehensive income, partners’ capital, and cash flows for each of the three years in the
period ended December 31, 2018, and the related notes and the financial statement schedule listed in the accompanying Index to Financial
Statements (collectively referred to as the “consolidated financial statements”). In our opinion, the consolidated financial statements present fairly,
in all material respects, the financial position of the Partnership at December 31, 2018 and 2017, and the results of its operations and its cash flows
for each of the three years in the period ended December 31, 2018, in conformity with U.S. generally accepted accounting principles.
We also have audited, in accordance with the standards of the Public Company Accounting Oversight Board (United States) (PCAOB), the
Partnership’s internal control over financial reporting as of December 31, 2018, based on criteria established in Internal Control-Integrated
Framework issued by the Committee of Sponsoring Organizations of the Treadway Commission (2013 framework) and our report dated February 19,
2019 expressed an unqualified opinion thereon.
Adoption of New Accounting Standard
As discussed in Note 9 to the consolidated financial statements, the Partnership changed its accounting for the income tax consequences of
intercompany transfers of assets effective January 1, 2017.
Basis for Opinion
These financial statements are the responsibility of the Partnership’s management. Our responsibility is to express an opinion on the
Partnership’s financial statements based on our audits. We are a public accounting firm registered with the PCAOB and are required to be
independent with respect to the Partnership in accordance with the U.S. federal securities laws and the applicable rules and regulations of the
Securities and Exchange Commission and the PCAOB.
We conducted our audits in accordance with the standards of the PCAOB. Those standards require that we plan and perform the audit to obtain
reasonable assurance about whether the financial statements are free of material misstatement, whether due to error or fraud. Our audits included
performing procedures to assess the risks of material misstatement of the financial statements, whether due to error or fraud, and performing
procedures that respond to those risks. Such procedures included examining, on a test basis, evidence regarding the amounts and disclosures in
the financial statements. Our audits also included evaluating the accounting principles used and significant estimates made by management, as well
as evaluating the overall presentation of the financial statements. We believe that our audits provide a reasonable basis for our opinion.
/s/ ERNST & YOUNG LLP
We have served as the Partnership’s auditor since 1994.
Denver, Colorado
February 19, 2019
F-9
AIMCO PROPERTIES, L.P.
CONSOLIDATED BALANCE SHEETS
As of December 31, 2018 and 2017
(In thousands)
Table of Contents
ASSETS
Buildings and improvements
Land
Total real estate
Accumulated depreciation
Net real estate
Cash and cash equivalents
Restricted cash
Other assets
Assets held for sale
Assets of partnerships served by Asset Management business:
Real estate, net
Cash and cash equivalents
Restricted cash
Other assets
Total assets
LIABILITIES AND PARTNERS’ CAPITAL
Non-recourse property debt secured by Real Estate communities, net
Term loan, net
Revolving credit facility borrowings
Total indebtedness associated with Real Estate portfolio
Accrued liabilities and other
Liabilities related to assets held for sale
Liabilities of partnerships served by Asset Management business:
Non-recourse property debt, net
Accrued liabilities and other
Total liabilities
Redeemable preferred units (Note 7)
Commitments and contingencies (Note 5)
Partners’ Capital:
Preferred units (Note 7)
General Partner and Special Limited Partner
Limited Partners
Partners’ capital attributable to the Aimco Operating Partnership
Noncontrolling interests in consolidated real estate partnerships
Total partners’ capital
Total liabilities and partners’ capital
See notes to the consolidated financial statements.
F-10
2018
2017
$
$
$
$
$
6,552,065
1,756,525
8,308,590
(2,585,115 )
5,723,475
36,858
35,737
351,541
42,393
—
—
—
—
6,190,004
3,915,305
—
160,360
4,075,665
226,230
23,177
—
—
4,325,072
101,291
$
$
125,000
1,574,419
67,189
1,766,608
(2,967 )
1,763,641
6,190,004
$
6,174,149
1,753,604
7,927,753
(2,522,358 )
5,405,395
60,498
34,827
272,739
17,959
224,873
16,288
30,928
15,533
6,079,040
3,545,109
249,501
67,160
3,861,770
213,027
—
227,141
19,812
4,321,750
101,537
125,000
1,538,144
(5,675 )
1,657,469
(1,716 )
1,655,753
6,079,040
Table of Contents
AIMCO PROPERTIES, L.P.
CONSOLIDATED STATEMENTS OF OPERATIONS
For the Years Ended December 31, 2018, 2017 and 2016
(In thousands, except per unit data)
2018
2017
2016
REVENUES:
Rental and other property revenues attributable to Real Estate
$
Rental and other property revenues of partnerships served by Asset Management business
Tax credit and transaction revenues
Total revenues
OPERATING EXPENSES:
Property operating expenses attributable to Real Estate
Property operating expenses of partnerships served by Asset Management business
Depreciation and amortization
General and administrative expenses
Other expenses, net
Provision for real estate impairment loss
Total operating expenses
Interest income
Interest expense
Gain on dispositions of real estate and the Asset Management Business
Other, net
Income before income tax benefit
Income tax benefit (Note 9)
Net income
Net income attributable to noncontrolling interests in consolidated real estate partnerships
Net income attributable to the Aimco Operating Partnership
Net income attributable to the Aimco Operating Partnership’s preferred unitholders
Net income attributable to participating securities
Net income attributable to the Aimco Operating Partnership’s common unitholders
Net income attributable to the Aimco Operating Partnership per common unit – basic
Net income attributable to the Aimco Operating Partnership per common unit – diluted
Weighted average common units outstanding – basic
Weighted average common units outstanding – diluted
922,593
42,830
6,987
972,410
307,901
20,921
377,786
46,268
3,778
—
756,654
10,914
(200,634 )
677,463
77
703,576
13,027
716,603
(8,220 )
708,383
(16,332 )
(1,177 )
$
$
918,148
74,046
13,243
1,005,437
319,126
35,458
366,184
43,657
11,148
35,881
811,454
8,332
(194,615 )
300,849
7,694
316,243
30,836
347,079
(9,084 )
337,995
(16,358 )
(337 )
$
$
$
690,874
$
321,300
$
4.22
$
4.21
$
1.96
$
1.96
$
163,846
164,033
163,746
164,218
899,891
74,640
21,323
995,854
317,957
36,956
333,066
46,784
14,295
—
749,058
7,797
(196,389 )
400,156
6,071
464,431
18,842
483,273
(25,256 )
458,017
(19,233 )
(635 )
438,149
2.68
2.67
163,761
164,151
See notes to the consolidated financial statements.
F-11
Table of Contents
AIMCO PROPERTIES, L.P.
CONSOLIDATED STATEMENTS OF COMPREHENSIVE INCOME
For the Years Ended December 31, 2018, 2017 and 2016
(In thousands)
Net income
Other comprehensive gain:
Realized and unrealized (losses) gains on interest rate swaps
Losses on interest rate swaps reclassified into earnings from accumulated other
comprehensive loss
Unrealized (losses) gains on available for sale debt securities
Other comprehensive gain
Comprehensive income
2018
2017
2016
$
716,603
$
347,079
$
483,273
—
(173 )
221
1,391
(131 )
1,260
717,863
1,480
1,507
2,814
349,893
1,586
5,855
7,662
490,935
(25,516 )
465,419
Comprehensive income attributable to noncontrolling interests
Comprehensive income attributable to the Aimco Operating Partnership
(8,220 )
(9,185 )
$
709,643
$
340,708
$
See notes to the consolidated financial statements.
F-12
Table of Contents
AIMCO PROPERTIES, L.P.
CONSOLIDATED STATEMENTS OF PARTNERS’ CAPITAL
For the Years Ended December 31, 2018, 2017 and 2016
(In thousands)
Balances at December 31, 2015
Redemption of preferred units held by Aimco
Redemption of partnership units held by non-Aimco partners
Amortization of Aimco share-based compensation
Effect of changes in ownership for consolidated entities
Change in accumulated other comprehensive income
Other, net
Net income
Distributions to noncontrolling interests
Distributions to common unitholders
Distributions to preferred unitholders
Balances at December 31, 2016
Redemption of partnership units held by non-Aimco partners
Amortization of Aimco share-based compensation
Contributions from noncontrolling interests
Effect of changes in ownership for consolidated entities
Cumulative effect of a change in accounting principle
Change in accumulated other comprehensive income
Other, net
Net income
Distributions to noncontrolling interests
Distributions to common unitholders
Distributions to preferred unitholders
Balances at December 31, 2017
Repurchases of common partnership units
Issuance of common partnership units
Redemption of partnership units held by non-Aimco partners
Amortization of Aimco share-based compensation
Effect of changes in ownership for consolidated entities
Change in accumulated other comprehensive income
Other, net
Net income
Distributions to noncontrolling interests
Distributions to common unitholders
Distributions to preferred unitholders
Balances at December 31, 2018
General Partner
and Special
Limited Partner
Limited
Partners
Partners’
Capital
Attributable to
the Partnership
Noncontrolling
Interests
Total
Partners’
Capital
$ 1,763,905
Preferred
Units
$
$
159,126
(34,126 )
1,463,265
$
(673 )
—
8,610
(26,171 )
7,051
3,323
430,410
—
(206,898 )
(10,014 )
1,668,903
—
8,638
—
(160,586 )
(62,682 )
2,592
271
315,774
—
(226,172 )
(8,594 )
1,538,144
(373,593 )
—
—
8,074
(19,115 )
1,191
152
666,227
—
(238,067 )
(8,594 )
(9,851 ) $
—
(10,819 )
—
10,107
351
—
20,368
—
(10,214 )
—
(58 )
(11,882 )
613
—
4,867
(3,028 )
121
—
14,457
—
(10,765 )
—
(5,675 )
—
50,151
(9,639 )
1,691
9,014
69
—
34,417
(12,839 )
—
—
67,189 $
1,612,540
$
(34,799 )
(10,819 )
8,610
(16,064 )
7,402
3,323
450,778
—
(217,112 )
(10,014 )
1,793,845
(11,882 )
9,251
—
(155,719 )
(65,710 )
2,713
271
330,231
—
(236,937 )
(8,594 )
1,657,469
(373,593 )
50,151
(9,639 )
9,765
(10,101 )
1,260
152
700,644
(12,839 )
(238,067 )
(8,594 )
1,766,608
$
151,365
—
—
—
—
260
—
25,256
(25,760 )
—
—
151,121
—
—
3,401
(157,056 )
—
101
—
9,084
(8,367 )
—
—
(1,716 )
—
—
—
—
—
—
—
8,220
(9,471 )
—
—
(34,799 )
(10,819 )
8,610
(16,064 )
7,662
3,323
476,034
(25,760 )
(217,112 )
(10,014 )
1,944,966
(11,882 )
9,251
3,401
(312,775 )
(65,710 )
2,814
271
339,315
(8,367 )
(236,937 )
(8,594 )
1,655,753
(373,593 )
50,151
(9,639 )
9,765
(10,101 )
1,260
152
708,864
(22,310 )
(238,067 )
$
1,574,419
$
(8,594 )
(2,967 ) $ 1,763,641
—
—
—
—
—
—
—
—
—
125,000
—
—
—
—
—
—
—
—
—
—
—
125,000
—
—
—
—
—
—
—
—
—
—
—
125,000
$
See notes to the consolidated financial statements.
F-13
Table of Contents
AIMCO PROPERTIES, L.P.
CONSOLIDATED STATEMENTS OF CASH FLOWS
For the Years Ended December 31, 2018, 2017 and 2016
(In thousands)
CASH FLOWS FROM OPERATING ACTIVITIES:
Net income
Adjustments to reconcile net income to net cash provided by operating activities:
Depreciation and amortization
Provision for real estate impairment loss
Gain on dispositions of real estate and the Asset Management business
Income tax benefit
Share-based compensation expense
Amortization of debt issue costs and other
Other, net
Changes in operating assets and operating liabilities:
Accounts receivable and other assets
Accounts payable, accrued liabilities and other
Total adjustments
Net cash provided by operating activities
CASH FLOWS FROM INVESTING ACTIVITIES:
Purchases of real estate and deposits related to purchases of real estate
Capital expenditures
Proceeds from dispositions of real estate
Purchases of corporate assets
Proceeds from repayments on notes receivable
Other investing activities
Net cash provided by (used in) investing activities
CASH FLOWS FROM FINANCING ACTIVITIES:
Proceeds from non-recourse property debt
Principal repayments on non-recourse property debt
(Repayment of) proceeds from term loan
Net borrowings on (repayments of) revolving credit facility
Payment of debt issue costs
Payment of debt extinguishment costs
Repurchases of common partnership units held by General Partner and Special Limited Partner
Redemption of preferred units from Aimco
Payment of distributions to preferred units
Payment of distributions to General Partner and Special Limited Partner
Payment of distributions to Limited Partners
Payment of distributions to noncontrolling interests
Redemption of common and preferred units
Purchases of noncontrolling interests in consolidated real estate partnerships
Other financing activities
Net cash used in financing activities
2018
2017
2016
$
716,603 $
347,079
$
483,273
377,786
—
(677,463 )
(13,027 )
8,550
9,023
1,065
(27,830 )
1,681
(320,215 )
396,388
(242,297 )
(340,489 )
708,848
(7,718 )
5,010
(1,508 )
121,846
1,228,027
(976,087 )
(250,000 )
93,200
(11,961 )
(14,241 )
(373,593 )
—
(16,334 )
(237,504 )
(11,987 )
(9,469 )
(9,885 )
(3,579 )
5,233
(588,180 )
366,184
35,881
(300,849 )
(30,836 )
7,877
5,666
(7,694 )
(15,841 )
(15,395 )
44,993
392,072
(20,372 )
(358,104 )
401,983
(8,899 )
430
(2,019 )
13,019
312,434
(409,167 )
250,000
49,230
(4,751 )
(399 )
—
—
(16,358 )
(225,377 )
(10,668 )
(8,367 )
(13,546 )
(314,269 )
(2,462 )
(393,700 )
333,066
—
(400,156 )
(18,842 )
7,629
5,060
(6,071 )
(22,294 )
(5,164 )
(106,772 )
376,501
(290,729 )
(346,645 )
535,513
(7,540 )
412
9,842
(99,147 )
417,714
(371,947 )
—
(9,070 )
(7,816 )
(391 )
—
(34,799 )
(17,253 )
(206,279 )
(10,214 )
(18,253 )
(12,544 )
(13,941 )
844
(283,949 )
(6,595 )
137,745
131,150
NET (DECREASE) INCREASE IN CASH, CASH EQUIVALENTS AND RESTRICTED CASH
CASH, CASH EQUIVALENTS AND RESTRICTED CASH AT BEGINNING OF PERIOD
CASH, CASH EQUIVALENTS AND RESTRICTED CASH AT END OF PERIOD
$
(69,946 )
142,541
72,595 $
11,391
131,150
142,541
$
See notes to the consolidated financial statements.
F-14
Table of Contents
AIMCO PROPERTIES, L.P.
CONSOLIDATED STATEMENTS OF CASH FLOWS
For the Years Ended December 31, 2018, 2017 and 2016
(In thousands)
SUPPLEMENTAL CASH FLOW INFORMATION:
Interest paid
Cash paid for income taxes
Non-cash transactions associated with the acquisition or disposition of real estate:
Non-recourse property debt assumed by buyer in connection with the disposition of the
Asset Management business
Non-recourse property debt assumed in connection with the acquisition of real estate
Issuance of preferred OP Units in connection with acquisition of real estate
Issuance of common OP Units in connection with acquisition of real estate
Other non-cash investing and financing transactions:
Accrued capital expenditures (at end of period)
Accrued dividends on TSR restricted stock and LTIP awards (at end of period) (Note 8)
2018
2017
2016
$
$
199,996
11,522
$
196,438
7,401
200,278
2,152
227,708
208,885
—
50,151
40,185
2,217
—
—
—
—
31,719
1,818
—
—
17,000
—
35,594
927
See notes to the consolidated financial statements.
F-15
Table of Contents
Note 1 — Organization
APARTMENT INVESTMENT AND MANAGEMENT COMPANY
AIMCO PROPERTIES, L.P.
NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS
December 31, 2018
Apartment Investment and Management Company, or Aimco, is a Maryland corporation incorporated on January 10, 1994. Aimco is a self-
administered and self-managed real estate investment trust, or REIT. AIMCO Properties, L.P., or the Aimco Operating Partnership, is a Delaware
limited partnership formed on May 16, 1994, to conduct our business, which is focused on the ownership, management, redevelopment and limited
development of quality apartment communities located in several of the largest markets in the United States.
Aimco, through its wholly-owned subsidiaries, AIMCO-GP, Inc. and AIMCO-LP Trust, owns a majority of the ownership interests in the Aimco
Operating Partnership. Aimco conducts all of its business and owns all of its assets through the Aimco Operating Partnership. Interests in the
Aimco Operating Partnership that are held by limited partners other than Aimco are referred to as OP Units. OP Units include common partnership
units, which we refer to as common OP Units, as well as partnership preferred units, which we refer to as preferred OP Units. As of December 31,
2018, after eliminations for units held by consolidated subsidiaries, the Aimco Operating Partnership had 158,140,169 common partnership units
outstanding. As of December 31, 2018, Aimco owned 149,133,826 of the common partnership units (94.3% of the common partnership units) of the
Aimco Operating Partnership and Aimco had outstanding an equal number of shares of its Class A Common Stock, which we refer to as Common
Stock.
Except as the context otherwise requires, “we,” “our” and “us” refer to Aimco, the Aimco Operating Partnership and their consolidated
subsidiaries, collectively.
As of December 31, 2018, we owned an equity interest in 134 apartment communities with 36,549 apartment homes in our Real Estate portfolio.
Our Real Estate portfolio, is diversified by both price point and geography and consists of market rate apartment communities in which we own a
substantial interest. We consolidated 130 of these apartment communities with 36,407 apartment homes and these communities comprise our
reportable segment.
Note 2 — Basis of Presentation and Summary of Significant Accounting Policies
Principles of Consolidation
Aimco’s accompanying consolidated financial statements include the accounts of Aimco, the Aimco Operating Partnership and their
consolidated subsidiaries. The Aimco Operating Partnership’s consolidated financial statements include the accounts of the Aimco Operating
Partnership and its consolidated subsidiaries (see Note 13). All significant intercompany balances have been eliminated in consolidation.
Interests in the Aimco Operating Partnership that are held by limited partners other than Aimco are reflected in Aimco’s accompanying
consolidated balance sheets as noncontrolling interests in Aimco Operating Partnership. Interests in partnerships consolidated by the Aimco
Operating Partnership that are held by third parties are reflected in our accompanying consolidated balance sheets as noncontrolling interests in
consolidated real estate partnerships. The assets of real estate partnerships consolidated by the Aimco Operating Partnership must first be used to
settle the liabilities of such consolidated real estate partnerships. These consolidated real estate partnerships’ creditors do not have recourse to the
general credit of the Aimco Operating Partnership.
As used herein, and except where the context otherwise requires, “partnership” refers to a limited partnership or a limited liability company and
“partner” refers to a partner in a limited partnership or a member of a limited liability company.
Acquisition of Real Estate and Related Depreciation and Amortization
We generally recognize the acquisition of apartment communities or interests in partnerships that own apartment communities at our cost. The
related transaction costs are included in the cost of the acquired apartment community.
We allocate the cost of apartment communities acquired based on the relative fair value of the assets acquired and liabilities assumed. We
determine the fair value of tangible assets, such as land, buildings, furniture, fixtures and equipment, using valuation techniques that consider
comparable market transactions, replacement costs and other available information. We determine the fair value of identified intangible assets or
liabilities, which typically relate to in-place leases, using valuation techniques that consider the terms of the in-place leases, current market data for
comparable leases and our experience in leasing similar communities. The intangible assets or liabilities related to in-place leases are comprised of:
(a) the value of the above- and below-market leases in-place, measured over the period, including probable lease renewals for below-market leases,
that the leases are
F-16
Table of Contents
expected to remain in effect; (b) the estimated unamortized portion of avoided leasing commissions and other costs that ordinarily would be
incurred to originate the in-place leases; and (c) the value associated with leased apartment homes during an estimated absorption period, which
estimates rental revenue that would not have been earned had leased apartment homes been vacant at the time of acquisition, assuming lease-up
periods based on market demand and stabilized occupancy levels.
Depreciation for all tangible assets is calculated using the straight-line method over their estimated useful lives. Acquired buildings and
improvements are depreciated over a useful life based on the age, condition and other physical characteristics of the apartment community. At
December 31, 2018, the weighted average depreciable life of our buildings and improvements was approximately 28 years. Furniture, fixtures and
equipment associated with apartment communities are depreciated over five years.
The above- and below-market lease intangibles are amortized to rental revenue over the expected remaining terms of the associated leases, which
include reasonably assured renewal periods. Other intangible assets related to in-place leases are amortized to depreciation and amortization over
the expected remaining terms of the associated leases.
At December 31, 2018 and 2017, deferred income in our consolidated balance sheets included below-market lease amounts totaling $18.7 million
and $9.1 million, respectively, which are net of accumulated amortization of $36.7 million and $34.4 million, respectively. During the years ended
December 31, 2018, 2017 and 2016, we included amortization of below-market leases of $2.3 million, $1.3 million and $1.7 million, respectively, in rental
and other property revenues in our consolidated statements of operations.
At December 31, 2018, our below-market leases had a weighted average amortization period of 6.3 years and estimated aggregate amortization for
each of the five succeeding years as follows (in thousands):
Estimated Amortization
2019
2020
2021
2022
2023
$1,986
1,741
1,668
1,621
1,571
Capital Additions and Related Depreciation
We capitalize costs, including certain indirect costs, incurred in connection with our capital additions activities, including redevelopments,
developments, other tangible apartment community improvements and replacements of existing apartment community components. Included in
these capitalized costs are payroll costs associated with time spent by site employees in connection with capital additions activities at the
apartment community level. We characterize as “indirect costs” an allocation of certain department costs, including payroll, at the area operations
and corporate levels that clearly relate to capital additions activities. We also capitalize interest, property taxes and insurance during periods in
which redevelopments, developments and construction projects are in progress. We begin capitalization of costs, including certain indirect costs,
incurred in connection with our capital addition activities, upon commencement of activities necessary to ready apartment communities for their
intended use. These activities include when apartment communities or apartment homes are undergoing physical construction, as well as when
apartment homes are held vacant in advance of planned construction, provided that other activities such as permitting, planning and design are in
progress. We cease the capitalization of costs when the apartment communities are substantially complete and ready for their intended use, which
is typically when construction has been substantially completed and apartment homes are available for occupancy. Costs, including ordinary
repairs, maintenance and resident turnover costs, are charged to property operating expense as incurred.
We depreciate capitalized costs using the straight-line method over the estimated useful life of the related improvement, which is generally 5, 15
or 30 years. All capitalized site payroll costs and indirect costs are allocated to capital additions proportionately based on direct costs, and
depreciated over the estimated useful lives of such capital additions.
Certain homogeneous items that are purchased in bulk on a recurring basis, such as carpeting and appliances, are depreciated using group
methods that reflect the average estimated useful life of the items in each group. Except in the case of apartment community casualties, where the
net book value of the lost asset is written off in the determination of casualty gains or losses, we generally do not recognize any loss in connection
with the replacement of an existing apartment community component because normal replacements are considered in determining the estimated
useful lives used in connection with our composite and group depreciation methods.
F-17
Table of Contents
For the years ended December 31, 2018, 2017 and 2016, we capitalized to buildings and improvements $7.6 million, $7.6 million and $9.6 million of
interest costs, respectively, and $36.8 million, $36.0 million and $32.9 million of other direct and indirect costs, respectively.
Impairment of Long-Lived Assets
Real estate and other long-lived assets to be held and used are stated at cost, less accumulated depreciation and amortization, unless the
carrying amount of the asset is not recoverable. If events or circumstances indicate that the carrying amount of an apartment community may not be
recoverable, we make an assessment of its recoverability by comparing the carrying amount to our estimate of the undiscounted future cash flows,
excluding interest charges, of the apartment community. If the carrying amount exceeds the aggregate undiscounted future cash flows, we recognize
an impairment loss to the extent the carrying amount exceeds the estimated fair value of the apartment community.
Cash Equivalents
We classify highly liquid investments with an original maturity of three months or less as cash equivalents. We maintain cash equivalents in
financial institutions in excess of insured limits. We have not experienced any losses in these accounts in the past and believe that we are not
exposed to significant credit risk because our accounts are deposited with major financial institutions.
Restricted Cash
Restricted cash includes capital replacement reserves, completion repair reserves, bond sinking fund amounts, tax and insurance escrow
accounts held by lenders and resident security deposits.
Other Assets
At December 31, 2018 and 2017, other assets was comprised of the following amounts (dollars in thousands):
Investments in securitization trust that holds Aimco property debt
Deferred tax asset, net (Note 9)
Intangible assets, net
Prepaid expenses, real estate taxes and insurance
Software, equipment and leasehold improvements
Investments in unconsolidated real estate partnerships
Accounts and notes receivable, net
Deferred costs, deposits and other
Total other assets
2018
2017
$
$
83,587
67,060
43,424
25,657
18,309
12,650
55,630
45,224
351,541
$
$
82,794
32,227
38,701
25,144
20,048
12,636
17,035
44,154
272,739
The table above excludes other assets of partnerships served by our Asset Management business at December 31, 2017, as they are presented
separately on our consolidated balance sheet.
Investments in Securitization Trust that holds Aimco Property Debt
We hold investments in a securitization trust that primarily holds certain of our property debt. These investments were initially recognized at
their purchase price and the discount to the face value is being accreted into interest income over the expected term of the securities. We have
designated these investments as available for sale, or AFS, debt securities and we measure these investments at fair value with changes in their fair
value, other than the changes attributed to the accretion described above, recognized as an adjustment of accumulated other comprehensive
income or loss within equity and partners’ capital. Refer to Note 11 for further information regarding these debt securities.
Intangible Assets
At December 31, 2018 and 2017, other assets included goodwill associated with our reportable segment of $37.8 million. We perform an annual
impairment test of goodwill by evaluating qualitative factors to determine the likelihood that goodwill may be impaired. We primarily consider the
fair value of our real estate portfolio and the fair value of our debt relative to their carrying values. As a result of the qualitative analysis, we do not
believe our goodwill is impaired as of the date of our annual test.
F-18
Table of Contents
Capitalized Software Costs, Equipment and Leasehold Improvements
Purchased software and other costs related to software purchased or developed for internal use are capitalized during the application
development stage and are amortized using the straight-line method over the estimated useful life of the software, generally three to five years.
Purchased equipment is recognized at cost and depreciated using the straight-line method over the estimated useful life of the asset, which is
generally five years. Leasehold improvements are also recorded at cost and depreciated on a straight-line basis over the shorter of the asset’s
estimated useful life or the term of the related lease.
Investments in Unconsolidated Real Estate Partnerships
We own general and limited partner interests in partnerships that either directly, or through interests in other real estate partnerships, own
apartment communities. We generally account for investments in real estate partnerships that we do not consolidate under the equity method.
Under the equity method, we recognize our share of the earnings or losses of the entity for the periods presented, inclusive of our share of any
impairments and disposition gains recognized by and related to such entities, and we present such amounts within other, net in our consolidated
statements of operations.
The excess of the cost of the acquired partnership interests over the historical carrying amount of partners’ equity or deficit is generally ascribed
to the fair values of land and buildings owned by the partnerships. We amortize the excess cost related to the buildings over the related estimated
useful lives. Such amortization is recorded as an adjustment of the amounts of earnings or losses we recognize from such unconsolidated real estate
partnerships.
Deferred Costs
We defer, as debt issue costs, lender fees and other direct costs incurred in obtaining new financing and amortize the amounts over the terms of
the related loan agreements. In connection with the modification of existing financing arrangements, we defer lender fees and amortize these costs
and any unamortized debt issue costs over the term of the modified loan agreement. Debt issue costs associated with our revolving credit facility
are included in other assets on our consolidated balance sheets. Debt issue costs associated with non-recourse property debt and our term loan are
presented as a direct deduction from the related liabilities on our consolidated balance sheets. When financing arrangements are repaid or otherwise
extinguished prior to maturity, unamortized debt issue costs are written off, additionally, any lender fees or other costs incurred in connection with
the extinguishment are recognized. Amortization and write-off of debt issue costs and other extinguishment costs are included in interest expense
on our consolidated statements of operations.
We defer leasing commissions and other direct costs incurred in connection with successful leasing efforts and amortize the costs over the
terms of the related leases. Beginning in 2019, in connection with our adoption of the new accounting standard for leases, which is further
discussed under the Recent Accounting Pronouncements heading below, such costs will be deferred when they are incremental and would not
have incurred if the contract had not been obtained. Amortization of these costs is included in depreciation and amortization.
Noncontrolling Interests in Consolidated Real Estate Partnerships
We report the unaffiliated partners’ interests in the net assets of our consolidated real estate partnerships as noncontrolling interests in
consolidated real estate partnerships within consolidated equity and partners’ capital. Noncontrolling interests in consolidated real estate
partnerships consist primarily of equity interests held by limited partners in consolidated real estate partnerships that have finite lives. We generally
attribute to noncontrolling interests their share of income or loss of consolidated partnerships based on their proportionate interest in the results of
operations of the partnerships, including their share of losses even if such attribution results in a deficit noncontrolling interest balance within our
equity and partners’ capital accounts.
The terms of the related partnership agreements generally require the partnerships to be liquidated following the sale of the underlying real
estate. As the general partner in these partnerships, we ordinarily control the execution of real estate sales and other events that could lead to the
liquidation, redemption or other settlement of noncontrolling interests.
Changes in our ownership interest in consolidated real estate partnerships generally consist of our purchase of an additional interest in or the
sale of our entire interest in a consolidated real estate partnership. The effect on our equity and partners’ capital of our purchase of additional
interests in consolidated real estate partnerships during the years ended December 31, 2018, 2017 and 2016, is shown in our consolidated statements
of equity and partners’ capital. The effect on our equity and partners’ capital of sales of consolidated real estate or sales of our entire interest in
consolidated real estate partnerships is reflected in our consolidated financial statements as gains on disposition of real estate and accordingly the
effect on our equity and partners’ capital is reflected within the amount of net income allocated to us and to noncontrolling interests. Upon our
deconsolidation of a real estate partnership following the sale of our partnership interests or liquidation of the partnership following sale of the
related apartment community,
F-19
Table of Contents
we derecognize any remaining noncontrolling interest of the associated partnership previously recorded in our consolidated balance sheets.
Noncontrolling Interests in Aimco Operating Partnership
Noncontrolling interests in Aimco Operating Partnership consist of common OP Units and preferred OP Units. Holders of preferred OP Units
participate in the Aimco Operating Partnership’s income or loss only to the extent of their preferred distributions. Within Aimco’s consolidated
financial statements, after provision for Preferred OP Unit distributions, the Aimco Operating Partnership’s income or loss is allocated to the holders
of common partnership units based on the weighted average number of common partnership units (including those held by Aimco) outstanding
during the period. During the years ended December 31, 2018, 2017 and 2016, the holders of common OP Units had a weighted average ownership
interest in the Aimco Operating Partnership of 4.9%, 4.5% and 4.7%, respectively. See Note 7 for further information regarding the items comprising
noncontrolling interests in the Aimco Operating Partnership.
Revenue from Leases
Our apartment communities have operating leases with apartment residents with terms averaging 13 months. We recognize rental revenue related
to these leases, net of any concessions, on a straight-line basis over the term of the lease. Our operating leases with residents also provide that the
resident reimburse us for certain costs, primarily the resident’s share of utilities expenses, incurred by the apartment community. These
reimbursements are variable payments pursuant to the related lease and recognized as income when the utility expense is incurred. Reimbursement
and related expense are presented on a gross basis in our consolidated statements of operations, with the reimbursement included in rental and
other property revenues on our consolidated statements of operations.
Asset Management Business
Prior to the July 2018 sale of our Asset Management business, we provided asset management and other services to certain consolidated
partnerships owning apartment communities that qualify for low-income housing tax credits and are structured to provide for the pass-through of
tax credits and tax deductions to their partners. We recognized income from asset management and other services when the related fees were earned
and realized or realizable.
The tax credits were generally realized ratably over the first ten years of the tax credit arrangement and are subject to the partnership’s
compliance with applicable laws and regulations for a period of 15 years. We held nominal ownership positions in these partnerships, generally less
than one percent, and sold these interests to an unrelated third party in July 2018. In our role, we provided asset management and other services to
these partnerships and we received fees and other payments in return.
Capital contributions received by the partnerships from tax credit investors represented, in substance, consideration that we received in
exchange for our obligation to deliver tax credits and other tax benefits to the investors. We recorded these contributions as deferred income in our
consolidated balance sheets upon receipt, and we recognized these amounts as revenue in our consolidated statements of operations when our
obligation to the investors is relieved upon delivery of the tax benefits. This obligation transferred to the buyer along with our interest in the
partnerships.
Prior to the sale of our interests in the partnerships, we consolidated the low-income housing tax credit partnerships in which we were the sole
general partner, because we were the sole decision maker of the partnerships. When the contractual arrangements obligated us to deliver tax
benefits to the investors, and entitled us through fee arrangements to receive substantially all available cash flow from the partnerships, we
recognized the income or loss generated by the underlying real estate based on our economic interest in the partnerships’ current period results,
which was approximately 100% and represented the allocation of cash available for distribution we would receive from a hypothetical liquidation at
the book value of the partnership’s net assets. Our economic interests generally differed from our legal interests. Upon the sale of our interests in
these partnerships, we deconsolidated these partnerships and removed the obligation to deliver future tax credits and benefits, represented by the
remaining deferred income as a component of our gain on the sale of the business.
Insurance
We believe our insurance coverages insure our apartment communities adequately against the risk of loss attributable to fire, earthquake,
hurricane, tornado, flood and other perils. In addition, we have third-party insurance coverage (after self-insured retentions) that defray the costs of
large workers’ compensation, health and general liability exposures. We accrue losses based upon our estimates of the aggregate liability for
uninsured losses incurred using certain actuarial assumptions followed in the insurance industry and based on our experience.
F-20
Table of Contents
Share-Based Compensation
We issue various forms of share-based compensation, including stock options and restricted stock awards with service conditions and/or
market conditions. We recognize share-based employee compensation based on the fair value on the grant date and recognize compensation cost
over the awards’ requisite service periods. We reduce compensation cost related to forfeited awards in the period of forfeiture. See Note 8 for
further discussion of our share-based compensation.
Income Taxes
Aimco has elected to be taxed as a REIT under the Internal Revenue Code commencing with its taxable year ended December 31, 1994, and it
intends to continue to operate in such a manner. Aimco’s current and continuing qualification as a REIT depends on its ability to meet the various
requirements imposed by the Internal Revenue Code, which are related to organizational structure, distribution levels, diversity of stock ownership
and certain restrictions with regard to owned assets and categories of income. If Aimco qualifies for taxation as a REIT, it will generally not be
subject to United States federal corporate income tax on its taxable income that is currently distributed to stockholders. This treatment substantially
eliminates the “double taxation” (at the corporate and stockholder levels) that generally results from an investment in a corporation.
Even if Aimco qualifies as a REIT, it may be subject to United States federal income and excise taxes in various situations, such as on our
undistributed income. Aimco also will be required to pay a 100% tax on any net income on non-arm’s length transactions between it and a TRS
(described below) and on any net income from sales of apartment communities that were held for sale in the ordinary course. The state and local tax
laws may not conform to the United States federal income tax treatment, and Aimco may be subject to state or local taxation in various state or local
jurisdictions, including those in which we transact business. Any taxes imposed on us reduce our operating cash flow and net income.
Certain of our operations or a portion thereof, including property management and risk management, are conducted through taxable REIT
subsidiaries, which are subsidiaries of the Aimco Operating Partnership, and each of which we refer to as a TRS. A TRS is a subsidiary C-
corporation that has not elected REIT status and as such is subject to United States federal corporate income tax. We use TRS entities to facilitate
our ability to offer certain services and activities to our residents and investment partners that cannot be offered directly by a REIT. We also use
TRS entities to hold investments in certain apartment communities.
For our TRS entities, deferred income taxes result from temporary differences between the carrying amounts of assets and liabilities for financial
reporting purposes and the amounts used for United States federal income tax purposes, and are measured using the enacted tax rates and laws that
are expected to be in effect when the differences reverse. We reduce deferred tax assets by recording a valuation allowance when we determine,
based on available evidence, that it is more likely than not that the assets will not be realized. We recognize the tax consequences associated with
intercompany transfers between the Aimco Operating Partnership and TRS entities when such transactions occur. Refer to Note 9 for further
information about our income taxes.
Comprehensive Income or Loss
As discussed under the preceding Investments in Securitization Trust that holds Aimco Property Debt heading, we have investments in debt
securities that are measured at fair value with unrealized gains or losses recognized as an adjustment of accumulated other comprehensive loss
within equity and partners’ capital. Additionally, during the year ended December 31, 2018, we recognized changes in the fair value of our cash flow
hedges as an adjustment of accumulated other comprehensive loss within equity and partners’ capital until the July 2018 sale of the Asset
Management business. The amounts of consolidated comprehensive income for the years ended December 31, 2018, 2017 and 2016, along with the
corresponding amounts of such comprehensive income attributable to Aimco, the Aimco Operating Partnership and to noncontrolling interests, are
presented within the accompanying consolidated statements of comprehensive income.
Earnings per Share and Unit
Aimco and the Aimco Operating Partnership calculate earnings per share and unit based on the weighted average number of shares of Common
Stock or common partnership units, participating securities, common stock or common unit equivalents and dilutive convertible securities
outstanding during the period. The Aimco Operating Partnership considers both common partnership units and equivalents, which have identical
rights to distributions and undistributed earnings, to be common units for purposes of the earnings per unit computations. See Note 10 for further
information regarding earnings per share and unit computations.
Use of Estimates
The preparation of our consolidated financial statements in conformity with GAAP requires management to make estimates and assumptions
that affect the reported amounts included in the financial statements and accompanying notes thereto. Actual results could differ from those
estimates.
F-21
Table of Contents
Reclassifications
Certain items included in the 2017 and 2016 consolidated financial statements have been reclassified to conform to the current presentation. We
have also reclassified certain items on our consolidated statements of operations to comply with the SEC disclosure amendments summarized
below.
Accounting Pronouncements Adopted in the Current Year
Effective January 1, 2018, we adopted a new standard issued by the Financial Accounting Standards Board, or FASB, that affects accounting for
revenue. Under this new standard, revenue is generally recognized when an entity has transferred control of goods or services to a customer for an
amount reflecting the consideration to which the entity expects to be entitled for such exchange.
The new revenue standard also introduced new guidance for accounting for other income, including how we measure gains or losses on the sale
of real estate. We adopted the new standard using the modified retrospective transition method effective January 1, 2018, with no effect on our
results of operations or financial position.
Effective January 1, 2018, we also adopted new standards issued by the FASB that affect the presentation and disclosure of the statements of
cash flows. We are now required to present combined inflows and outflows of cash, cash equivalents, and restricted cash in the consolidated
statement of cash flows. Previously our consolidated statements of cash flows presented transfers between restricted and unrestricted cash
accounts as operating, financing and investing cash activities depending on the required or intended purpose for the restricted funds. The new
guidance also requires debt prepayment and other extinguishment-related payments to be classified as financing activities. We previously classified
such payments as operating activities. We have revised our consolidated statements of cash flows for the years ended December 31, 2017 and 2016
to conform to this presentation, and the effect of the revisions to net cash flows from operating, investing, and financing activities as previously
reported are summarized in the following table (in thousands):
2017
2016
As Previously
Reported
Adjustments
As Revised
As Previously
Reported
Adjustments
As Revised
Net cash provided by operating activities
$
Net cash used in investing activities
Net cash used in financing activities
$
394,139
14,704
(393,301 )
(2,067 ) $
(1,685 )
(399 )
$
392,072
13,019
(393,700 )
$
377,724
(97,773 )
(269,496 )
(1,223 ) $
(1,374 )
(14,453 )
376,501
(99,147 )
(283,949 )
In 2018, the Securities Exchange Commission, or SEC, amended its rules to eliminate, modify, or integrate into other SEC requirements certain
disclosure rules. The amendments are intended to simplify compliance without significantly changing the total mix of information provided to
investors and were generally effective on November 5, 2018. The amendments remove the SEC rule that requires REITs to present gain or loss on
the sale of real estate, net of income tax, in the statement of operations. Consistent with the SEC’s historical requirements, we previously presented
gain or loss on dispositions of real estate below continuing operations and net of tax. For the year ended December 31, 2018, we present gain on
dispositions of real estate as a component of income before income taxes in our consolidated statements of operations and we have revised the
2017 and 2016 comparative periods to conform to this presentation as follows:
Income tax benefit
Gain on dispositions of real estate
2017
2016
As Previously
Reported
32,126
299,559
Adjustments
As Revised
(1,290)
1,290
30,836
300,849
As Previously
Reported
25,208
393,790
Adjustments
As Revised
(6,366)
6,366
18,842
400,156
Additionally, SEC rules previously required changes in equity subsequent to the prior year-end as either a separate financial statement or in the
notes to interim financial statements. For interim periods in 2018, we presented changes in equity within a footnote to our interim condensed
consolidated financial statements in accordance with the SEC rule. The amendments create a requirement to report changes in equity and dividends
per share in interim periods on a comparative basis for both quarter-to-date and year-to-date periods presented. This disclosure is required for
interim financial statements beginning in 2019; therefore, we will present comparative interim statements of stockholders equity beginning in our
condensed consolidated financial statements for the three months ending March 31, 2019.
F-22
Table of Contents
Recent Accounting Pronouncements
The FASB issued a new standard on lease accounting, which is effective for us on January 1, 2019. Under the new lease standard, lessor
accounting will be largely unchanged and lessees will be required to recognize a lease liability and related right of use asset for all leases with terms
longer than 12 months, with such leases classified as either operating or finance. The standard may be adopted utilizing multiple practical
expedients, and we plan to adopt the standard using all practical expedients that aid in calculating the value of the lease liability and related right of
use asset on the date of adoption, as well as the prospective practical expedient that allows lessors to combine lease and nonlease components
where the timing and pattern of transfer are the same.
We do not anticipate significant changes in the timing of income recognition from our leases with residents. However, in circumstances where
we are a lessee, in primarily a limited population of ground leases and leases for corporate office space, we will be required to recognize lease
liabilities and related right of use assets on our consolidated balance sheets. We anticipate recording lease liabilities and related right of use assets
in amounts less than 1.5% of total assets as of December 31, 2018. Additionally, our adoption of the standard will affect the manner in which we
recognize costs incurred to obtain resident leases. Through December 31, 2018, we deferred certain costs based on the percentage of successful
leases relative to all leasing candidates. Under the new standard, only costs that are contingent upon a signed lease may be deferred. We do not
anticipate recording significant cumulative catch up adjustments in connection with our adoption of this standard.
Note 3 — Significant Transactions
Acquisitions of Apartment Communities
During the year ended December 31, 2018, we acquired apartment communities located in Arlington, Virginia, Fairfax County, Virginia and in the
Center City and University City areas of Philadelphia. Summarized information regarding these acquisitions is set forth in the table below (dollars in
thousands):
Number of apartment communities
Number of apartment homes
Purchase price (1)
Capitalized transaction costs
Total fair value allocated to land
Total fair value allocated to building and improvements
Total fair value allocated to intangible assets
Total fair value allocated to intangible liabilities
$
2018
6
1,480
483,066
7,591
69,177
424,718
9,700
12,938
(1) The gross purchase price of the Philadelphia portfolio consisted of $34.4 million in cash, $208.9 million of assumed property-level debt and the issuance
of 1.2 million OP Units. In accordance with GAAP, the OP Units were valued at $41.08 per unit, the closing price of Aimco’s common share on May 1,
2018, the purchase date.
Dispositions of Apartment Communities and Assets Held for Sale
During the year ended December 31, 2018, we sold for $590.0 million our Asset Management business and our four affordable apartment
communities located in the Hunters Point area of San Francisco. The sale resulted in a gain of $500.3 million and net cash proceeds of $512.2 million,
after payment of transaction costs and repayment of property-level debt encumbering the Hunters Point apartment communities. In addition to the
Hunters Point apartment communities, we sold the following apartment communities from our Real Estate portfolio during the years ended
December 31, 2018, 2017 and 2016 (dollars in thousands):
Real Estate portfolio:
Apartment communities sold
Apartment homes sold
Gain on dispositions of real estate
2018
2017
2016
4
1,334
175,213
$
5
2,291
297,730
$
7
3,045
383,647
$
F-23
Table of Contents
The apartment communities sold from our Real Estate portfolio during 2018, 2017 and 2016 were predominantly located outside of our primary
markets or in lower-rated locations within our primary markets and had average revenues per apartment home significantly below those of our
retained portfolio.
During the year ended December 31, 2018, we sold our interests in the entities owning the La Jolla Cove property in settlement of legal actions
filed in 2014 by a group of disappointed buyers who had hoped to acquire the property. We provided seller financing with a stated value of $48.6
million and received net cash proceeds of approximately $5.0 million in the sale.
During the years ended December 31, 2017 and 2016, the consolidated partnerships served by our Asset Management business sold a total of
three apartment communities for gross proceeds of $10.9 million and $27.5 million, respectively, and resulting in gains on dispositions of $2.6 million
and $16.5 million, respectively.
In addition to the apartment communities we sold during the periods presented, from time to time we may be marketing for sale certain apartment
communities that are inconsistent with our long-term investment strategy. At the end of each reporting period, we evaluate whether such
communities meet the criteria to be classified as held for sale. As of December 31, 2018, we had two apartment communities with 782 apartment
homes in our Real Estate portfolio that were classified as held for sale. In January 2019, we sold the apartment communities for a gain on disposition
of $87.5 million, net of tax, and gross proceeds of $141.2 million, resulting in $114.9 million of net proceeds to Aimco.
Note 4 — Non-Recourse Property Debt and Credit Agreement
Non-Recourse Property Debt (Real Estate Portfolio)
We finance apartment communities in our Real Estate portfolio primarily using property-level, non-recourse, long-dated, fixed-rate, amortizing
debt. The following table summarizes non-recourse property debt related to assets classified as held for use at December 31, 2018 and 2017 (in
thousands):
Fixed-rate property debt
Variable-rate property debt
Debt issue costs, net of accumulated amortization
Non-recourse property debt, net
2018
2017
$
$
$
3,676,882
260,118
(21,695 )
3,915,305
$
3,480,378
82,663
(17,932 )
3,545,109
Fixed-rate property debt matures at various dates through January 2055, and has interest rates that range from 2.73% to 7.14%, with a weighted
average interest rate of 4.22%. Principal and interest on fixed-rate debt are generally payable monthly or in monthly interest-only payments with
balloon payments due at maturity. At December 31, 2018, each of the fixed-rate loans payable related to apartment communities classified as held for
use were secured by one of 82 apartment communities that had an aggregate net book value of $4.2 billion.
Variable-rate property debt matures at various dates through July 2033, and had interest rates that ranged from 3.55% to 3.67%, as of
December 31, 2018, with a weighted average interest rate of 3.61% at December 31, 2018. Principal and interest on variable-rate debt are generally
payable in semi-annual installments with balloon payments due at maturity. As of December 31, 2018, our variable-rate property debt related to
apartment communities classified as held for use were each secured by eight apartment communities that had an aggregate net book value of $239.5
million.
These non-recourse property debt instruments contain covenants common to the type of borrowing, and at December 31, 2018, we were in
compliance with all such covenants.
F-24
Table of Contents
As of December 31, 2018, the scheduled principal amortization and maturity payments for the non-recourse property debt related to apartment
communities classified as held for use were as follows (in thousands):
2019
2020
2021 (1)
2022
2023
Thereafter
Total
$
Amortization
Maturities
77,791 $
79,592
69,995
64,991
55,450
$
168,554
78,930
611,039
283,629
337,871
2,109,158
3,937,000
(1) Pursuant to the terms of our loan agreements, we may prepay in 2020 $246.5 million of loans maturing in 2021, without penalty.
Credit Facility
We have a credit facility with a syndicate of financial institutions. Our credit facility provides for $800.0 million of revolving loan commitments.
As of December 31, 2018 and 2017, we had $160.4 million and $67.2 million, respectively, of outstanding borrowings under our revolving credit
facility. The interest rate on our outstanding borrowings was 3.93% and 3.26% at December 31, 2018 and 2017, respectively. As of December 31,
2018, after outstanding borrowings and $7.1 million of undrawn letters of credit backed by the Credit Agreement, our available borrowing capacity
was $632.5 million. During the year ended December 31, 2018, we repaid the $250.0 million term loan in full.
Borrowings against the revolving loan commitments bear interest at a rate set forth on a pricing grid, which rate varies based on our credit rating
as assigned by specified rating agencies (LIBOR plus 1.20%, or, at our option, a base rate plus 0.20% at December 31, 2018). The credit facility
matures on January 22, 2022. The credit facility provides that we may make distributions to our investors during any four consecutive quarters in an
aggregate amount that does not exceed the greater of 95% of our Funds From Operations for such period, subject to certain non-cash adjustments,
or such amount as may be necessary to maintain Aimco’s REIT status.
Note 5 — Commitments and Contingencies
Commitments
In connection with our redevelopment, development and capital improvement activities, we have entered into various construction-related
contracts and we have made commitments to complete redevelopment of certain apartment communities, pursuant to financing or other
arrangements. As of December 31, 2018, our commitments related to these capital activities totaled approximately $207.0 million, most of which we
expect to incur during the next 12 months.
We enter into certain commitments for future purchases of goods and services in connection with the operations of our apartment communities.
Those commitments generally have terms of one year or less and reflect expenditure levels comparable to our historical expenditures.
Legal Matters
In addition to the matters described below, we are a party to various legal actions and administrative proceedings arising in the ordinary course
of business, some of which are covered by our general liability insurance program, and none of which we expect to have a material adverse effect on
our consolidated financial condition, results of operations or cash flows.
Environmental
Various federal, state and local laws subject apartment community owners or operators to liability for management, and the costs of removal or
remediation, of certain potentially hazardous materials that may be present in the land or buildings of an apartment community. Such laws often
impose liability without regard to fault or whether the owner or operator knew of, or was responsible for, the presence of such materials. The
presence of, or the failure to manage or remediate properly, these materials may adversely affect occupancy at such apartment communities as well
as the ability to sell or finance such apartment communities. In addition, governmental agencies may bring claims for costs associated with
investigation and remediation actions. Moreover, private plaintiffs may potentially make claims for investigation and remediation costs they incur or
for personal injury, disease, disability or other infirmities related to the alleged presence of hazardous materials. In addition to potential
environmental liabilities
F-25
Table of Contents
or costs associated with our current apartment communities, we may also be responsible for such liabilities or costs associated with communities we
acquire or manage in the future, or apartment communities we no longer own or operate.
We are engaged in discussions with the Environmental Protection Agency, or EPA, and the Indiana Department of Environmental Management,
or IDEM, regarding contaminated groundwater in a residential area near an Indiana apartment community that has not been owned by us since 2008.
The contamination allegedly derives from a dry cleaner that operated on our former property, prior to our ownership. We undertook a voluntary
remediation of the dry cleaner contamination under IDEM’s oversight. In 2016, EPA listed our former community and a number of residential
communities in the vicinity on the National Priorities List, or NPL (i.e. as a Superfund site). In May 2018, we prevailed on our federal judicial appeal
vacating the Superfund listing. We continue to work with EPA and IDEM to identify options for clean-up of the site. Although the outcome of
these processes are uncertain, we do not expect their resolution to have a material adverse effect on our consolidated financial condition, results of
operations or cash flows.
We also have been contacted by regulators and the current owner of a property in Lake Tahoe, California, regarding environmental issues
allegedly stemming from the historic operation of a dry cleaner. An entity owned by us was the former general partner of a now-dissolved
partnership that previously owned a site that was used for dry cleaning. That entity and the current property owner have been remediating the dry
cleaner site since 2009, under the oversight of the Lahontan Regional Water Quality Control Board, or Lahontan. In May 2017, Lahontan issued a
final cleanup and abatement order that names four potentially-responsible parties, acknowledges that there may be additional responsible parties,
and requires the named parties to perform additional groundwater investigation and corrective actions with respect to onsite and offsite
contamination. We are appealing the final order while simultaneously complying with it. Although the outcome of this process is uncertain, we do
not expect its resolution to have a material adverse effect on our consolidated financial condition, results of operations or cash flows.
We have determined that our legal obligations to remove or remediate certain potentially hazardous materials may be conditional asset retirement
obligations, as defined in GAAP. Except in limited circumstances where the asset retirement activities are expected to be performed in connection
with a planned construction project or apartment community casualty, we believe that the fair value of our asset retirement obligations cannot be
reasonably estimated due to significant uncertainties in the timing and manner of settlement of those obligations. Asset retirement obligations that
are reasonably estimable as of December 31, 2018, are immaterial to our consolidated financial condition, results of operations and cash flows.
Operating Leases
We are obligated under non-cancelable operating leases for office space. We are also obligated under non-cancelable operating leases for the
ground under certain of our apartment communities with remaining terms ranging from 52 years to 99 years. Minimum annual rental payments under
operating leases are as follows (in thousands):
2019
2020
2021
2022
2023
Thereafter
Total
Office Lease
Obligations
Ground Lease
Obligations
Total Operating
Lease Obligations
$
$
2,237
2,821
2,719
2,582
1,871
10,644
22,874
$
$
2,114
2,350
2,439
2,492
2,492
422,169
434,056
$
$
4,351
5,171
5,158
5,074
4,363
432,813
456,930
Substantially all of the office space subject to the operating leases in the table above is for the use of our corporate offices and area operations.
Rent expense is generally recognized on a straight-line basis and totaled $2.8 million, $3.0 million and $3.3 million for the years ended December 31,
2018, 2017 and 2016, respectively. Rent expense recognized for the ground leases totaled $2.3 million, $1.8 million and $1.7 million for the years
ended December 31, 2018, 2017 and 2016, respectively, and is included within interest expense in the accompanying statements of operations.
F-26
Table of Contents
Note 6 — Aimco Equity
Preferred Stock
At December 31, 2018 and 2017, Aimco had a single class of perpetual preferred stock outstanding, its Class A Cumulative Preferred Stock, with
5,000,000 shares authorized, issued and outstanding and with a balance of $125.0 million as of December 31, 2018 and 2017.
Aimco’s Class A Preferred Stock has a $0.01 per share par value, is senior to Aimco’s Common Stock, has a liquidation preference per share of
$25.00 and is redeemable at our option on or after May 17, 2019. The holders of Preferred Stock are generally not entitled to vote on matters
submitted to stockholders. Dividends at an annual rate of 6.88% are subject to declaration by Aimco’s Board of Directors and accrue if not declared.
During the year ended December 31, 2016, Aimco redeemed all of the outstanding shares of its Class Z Cumulative Preferred Stock at a
redemption value of $34.8 million. We reflected the $0.7 million excess of the redemption value over the carrying amount and $1.3 million of
previously deferred issuance costs as an adjustment of net income attributable to preferred stockholders for the year ended December 31, 2016.
In connection with the redemption of Aimco preferred stock, the Aimco Operating Partnership redeemed from Aimco a number of Partnership
Preferred Units equal to the number of shares redeemed or repurchased by Aimco.
Common Stock
During the years ended December 31, 2018, 2017 and 2016, Aimco declared dividends per common share of $1.52, $1.44 and $1.32, respectively.
On February 3, 2019, Aimco’s Board of Directors authorized a reverse stock split, in which every 1.03119 Aimco common share will be combined
into one Aimco common share, effective at the close of business on February 20, 2019. On the same date, the Board of Directors also declared a
special dividend on the Aimco common stock that consists of $67.1 million in cash and 4.5 million shares of Aimco common stock. The special
dividend will be payable on March 22, 2019, to stockholders of record as of February 22, 2019. The special dividend amount includes the regular
quarterly cash dividend, which for 2019 is expected to be $0.39 per share. Stockholders will have the opportunity to elect to receive the special
dividend in the form of all cash or all stock, subject to proration if either option is oversubscribed. The reverse split was authorized in order to
neutralize the dilutive impact of the stock issued in the special dividend. As a result, total shares outstanding following completion of both the
special dividend and the reverse stock split are expected to be unchanged from the total shares outstanding immediately prior to the transactions.
Some stockholders may have more Aimco shares and some may have fewer based on their individual elections.
Pro forma Earnings per Share (unaudited)
In financial statements issued after the effective date of the reverse stock split, we are required to retroactively recognize the reverse stock split
in the calculation of basic and diluted earnings per share. The shares issued in connection with the special dividend will be included in the
calculation of basic and diluted earnings per share on a prospective basis, and are therefore not included in the pro forma amounts disclosed below.
If the reverse stock split had been effective prior to issuance of these financial statements, basic and diluted weighted average shares outstanding
and earnings per share for the years ending December 31, 2018, 2017 and 2016 would have been (shares in thousands):
Weighted average shares, basic
Weighted average shares, diluted
Basic earnings per share
Diluted earnings per share
Registration Statements
2018
2017
2016
151,152
151,334
4.34
4.34
$
$
151,595
152,060
2.02 $
2.02 $
151,282
151,669
2.76
2.75
$
$
Aimco and the Aimco Operating Partnership have a shelf registration statement that provides for the issuance of equity and debt securities by
Aimco and debt securities by the Aimco Operating Partnership.
F-27
Table of Contents
Note 7 — Partners’ Capital
Partnership Preferred Units Owned by Aimco
At December 31, 2018 and 2017, the Aimco Operating Partnership had outstanding preferred units in classes and amounts similar to Aimco’s
Preferred Stock described in Note 6, or Partnership Preferred Units. All of these Partnership Preferred Units were owned by Aimco during the
periods presented.
The Partnership Preferred Units are senior to the Aimco Operating Partnership’s common partnership units. The Partnership Preferred Units do
not have voting rights, except the right to approve certain changes to the Aimco Operating Partnership’s Partnership Agreement that would
adversely affect holders of such class of units. Distributions on Partnership Preferred Units are subject to being declared by the General Partner.
The Partnership Preferred Units are redeemable by the Aimco Operating Partnership only in connection with a concurrent redemption by Aimco of
the corresponding Aimco Preferred Stock held by unrelated parties.
As discussed in Note 6, during the year ended December 31, 2016, Aimco redeemed its Class Z Cumulative Preferred Stock. In connection with
this redemption, the Aimco Operating Partnership redeemed from Aimco a corresponding number of Partnership Preferred Units.
Redeemable Preferred OP Units
In addition to the Partnership Preferred Units owned by Aimco, the Aimco Operating Partnership has outstanding various classes of redeemable
Partnership Preferred Units owned by third parties, which we refer to as preferred OP Units. As of December 31, 2018 and 2017, the Aimco Operating
Partnership had the following classes of preferred OP Units (stated at their redemption values, in thousands, except unit and per unit data):
Class of Preferred Units
Percent
Per Unit
2018
2017
2018
2017
Distributions per Annum
Units Issued and Outstanding
Redemption Values
Class One
Class Two
Class Three
Class Four
Class Six
Class Seven
Class Nine
Class Ten
Total
8.75 % $
1.92 % $
7.88 % $
8.00 % $
8.50 % $
7.87 % $
6.00 % $
6.00 % $
8.00
0.48
1.97
2.00
2.13
1.97
1.50
1.50
90,000
14,240
1,338,524
644,954
773,693
27,960
243,112
680,000
3,812,483
90,000 $
17,750
1,338,524
644,954
780,036
27,960
243,112
680,000
3,822,336 $
8,229 $
356
33,463
16,124
19,342
699
6,078
17,000
101,291 $
8,229
444
33,462
16,124
19,501
699
6,078
17,000
101,537
Each class of preferred OP Units is currently redeemable at the holders’ option. The Aimco Operating Partnership, at its sole discretion, may
settle such redemption requests in cash or cause Aimco to issue shares of its Common Stock with a value equal to the redemption price. In the
event the Aimco Operating Partnership requires Aimco to issue shares of Common Stock to settle a redemption request, the Aimco Operating
Partnership would issue to Aimco a corresponding number of common partnership units. The Aimco Operating Partnership has a redemption policy
that requires cash settlement of redemption requests for the preferred OP Units, subject to limited exceptions. Subject to certain conditions, the
Class Four and Class Six preferred OP Units may be converted into common OP Units.
These redeemable units are classified within temporary equity in Aimco’s consolidated balance sheets and within temporary capital in the Aimco
Operating Partnership’s consolidated balance sheets.
During the years ended December 31, 2018, 2017 and 2016, approximately 10,000, 67,000 and 69,000 preferred OP Units, respectively, were
redeemed in exchange for cash, and no preferred OP Units were redeemed in exchange for shares of Aimco Common Stock.
The Class Ten preferred OP Units were issued as partial consideration for an acquisition during the year ended December 31, 2016.
F-28
Table of Contents
The following table presents a reconciliation of the Aimco Operating Partnership’s preferred OP Units during the years ended December 31,
2018, 2017 and 2016 (in thousands):
Balance at January 1
Preferred distributions
Redemption of preferred units and other
Issuance of preferred units
Net income
Balance at December 31
Common Partnership Units
2018
2017
2016
$
$
101,537 $
(7,740 )
(246 )
—
7,740
101,291 $
103,201
$
(7,764 )
(1,664 )
—
7,764
101,537
$
87,926
(7,239 )
(1,725 )
17,000
7,239
103,201
In the Aimco Operating Partnership’s consolidated balance sheets, the common partnership units held by Aimco are classified within Partners’
Capital as General Partner and Special Limited Partner capital and the common OP Units are classified within Limited Partners’ capital. In Aimco’s
consolidated balance sheets, the common OP Units are classified within permanent equity as common noncontrolling interests in the Aimco
Operating Partnership.
Common partnership units held by Aimco are not redeemable whereas common OP Units are redeemable at the holders’ option, subject to certain
restrictions, on the basis of one common OP Unit for either one share of Common Stock or cash equal to the fair value of a share of Common Stock
at the time of redemption. Aimco has the option to deliver shares of Common Stock in exchange for all or any portion of the common OP Units
tendered for redemption. When a limited partner redeems a common OP Unit for Common Stock, Limited Partners’ capital is reduced and the General
Partner and Special Limited Partners’ capital is increased.
During the years ended December 31, 2018, 2017 and 2016, approximately 224,000, 268,000 and 248,000 common OP Units, respectively, were
redeemed in exchange for cash, and no common OP Units were redeemed in exchange for shares of Common Stock.
The holders of the common OP Units receive distributions, prorated from the date of issuance, in an amount equivalent to the dividends paid to
holders of Common Stock. During the years ended December 31, 2018, 2017 and 2016, the Aimco Operating Partnership declared distributions per
common unit of $1.52, $1.44 and $1.32, respectively
On February 3, 2019, the Board of Directors of the Aimco Operating Partnership’s general partner authorized a reverse unit split in which every
1.03119 common partnership units will be combined into one common partnership unit. The reverse split is effective at the close of business on
February 20, 2019, and corresponds to a similar split effected by Aimco with respect to its common shares at the same time. On the same date, the
Board of Directors also declared a special distribution to the holders of Aimco Operating Partnership common partnership units that consists of
$71.5 million in cash and 4.8 million common partnership units. The special distribution will be payable on March 22, 2019, to unitholders of record
as of February 22, 2019. The special distribution also corresponds to a similar special dividend paid at the same time to holders of Aimco common
shares. The reverse split was authorized in order to neutralize the dilutive impact of the units issued in the special distribution. As a result, total
common partnership units outstanding following completion of both the special distribution and the reverse unit split are expected to be unchanged
from the total common partnership units outstanding immediately prior to the transactions.
Pro forma Earnings per Common Unit (Unaudited)
In financial statements issued after the effective date of the reverse unit split, we are required to retroactively recognize the reverse unit split in
the calculation of basic and diluted earnings per unit. The units issued in connection with the special distribution will be included in the calculation
of basic and diluted earnings per unit on a prospective basis, and are therefore not included in the pro forma amounts disclosed below. If the
reverse unit split had been effective prior to issuance of these financial statements, basic and diluted weighted average units outstanding and
earnings per unit for the years ending December 31, 2018, 2017 and 2016 would have been (units in thousands):
Weighted average units, basic
Weighted average units, diluted
Basic earnings per unit
Diluted earnings per unit
2018
2017
2016
158,890
159,073
4.35
4.34
$
$
158,793
159,257
2.02 $
2.02 $
158,808
159,194
2.76
2.75
$
$
F-29
Table of Contents
Note 8 — Share-Based Compensation
We have a stock award and incentive program to attract and retain officers and independent directors. As of December 31, 2018, approximately
4.7 million shares were available for issuance under our Amended and Restated 2015 Stock Award and Incentive Plan, or the 2015 Plan. The total
number of shares available for issuance under this plan may be increased by an additional 0.3 million shares to the extent of any forfeiture,
cancellation, exchange, surrender, termination or expiration of an award outstanding under our 2007 Stock Award and Incentive Plan. Awards under
the 2015 Plan may be in the form of incentive stock options, non-qualified stock options and restricted stock, or other types of awards as authorized
under the plan.
Our plans are administered by the Compensation and Human Resources Committee of Aimco’s Board of Directors. In the case of stock options,
the exercise price of the options granted may not be less than the fair market value of a share of Common Stock at the date of grant.
Total compensation cost recognized for stock based awards was $9.7 million, $9.3 million and $8.6 million for the years ended December 31, 2018,
2017 and 2016, respectively. Of these amounts, $1.2 million, $1.4 million and $1.0 million, respectively, were capitalized. At December 31, 2018, total
unvested compensation cost not yet recognized was $11.0 million. We expect to recognize this compensation over a weighted average period of
approximately 1.6 years.
We have granted five different types of awards that are outstanding as of December 31, 2018. We have outstanding stock options and restricted
stock awards that are subject to time-based vesting and require continuous employment, typically over a period of four years from the grant date,
and we refer to these awards as Time-Based Stock Options and Time-Based Restricted Stock, respectively. We also have outstanding stock
options, restricted stock awards and two forms of long-term incentive partnership units, or LTIP units, that vest conditioned on Aimco’s total
shareholder return, or TSR, relative to the NAREIT Apartment Index (60% weighting) and the MSCI US REIT Index (40% weighting) over a forward-
looking performance period of three years. We refer to these awards as TSR Stock Options, TSR Restricted Stock, TSR LTIP I units, and TSR LTIP
II units. Vested LTIP II units may be converted at the holders option to LTIP Units for a strike price over a term of ten years. Earned TSR-based
awards, if any, will vest 50% on each of the third anniversary and fourth anniversary of the grant date, based on continued employment. The term of
Time-Based Stock Options and TSR Stock Options is generally ten years from the date of grant.
We recognize compensation cost associated with Time-Based awards ratably over the requisite service periods, which are typically four years.
We recognize compensation cost related to the TSR-based awards, which have graded vesting periods, over the requisite service period for each
separate vesting tranche of the award, commencing on the grant date. The value of the TSR-based awards take into consideration the probability
that the market condition will be achieved; therefore previously recorded compensation cost is not adjusted in the event that the market condition is
not achieved and awards do not vest.
Stock Options
During the years ended December 31, 2018, 2017 and 2016, we granted TSR Stock Options.
The following table summarizes activity for our outstanding stock options, for the years ended December 31, 2018, 2017 and 2016 (options in
thousands):
2018
2017
2016
Number of
Options
Weighted
Average
Exercise
Price
Number of
Options
Weighted
Average
Exercise
Price
Number of
Options
Weighted
Average
Exercise
Price
Outstanding at beginning of year
Granted
Exercised
Forfeited
Outstanding at end of year
Exercisable at end of year
648 $
—
(2 )
—
646 $
186 $
40.08
—
28.33
—
40.12
38.18
$
675
184
(211 )
—
648
128
$
$
29.55
44.07
9.90
—
40.08
37.59
$
1,394
216
(934 )
(1 )
675
280
$
$
30.85
38.73
33.61
29.11
29.55
16.38
The intrinsic value of a stock option represents the amount by which the current price of the underlying stock exceeds the exercise price of the
option. As of December 31, 2018, options outstanding had an aggregate intrinsic value of $2.5 million and a weighted average remaining contractual
term of 7.0 years. Options exercisable at December 31, 2018, had an aggregate intrinsic value of $1.1 million and a weighted average remaining
contractual term of 5.9 years. The intrinsic value of stock options exercised during the years ended December 31, 2018, 2017 and 2016, was $32
thousand, $7.1 million and $11.1 million, respectively.
F-30
Table of Contents
The weighted average grant date fair value of stock options granted during the years ended 2017 and 2016 was $11.39 and $9.94 per option,
respectively.
Time-Based Restricted Stock Awards
The following table summarizes activity for Time-Based Restricted Stock awards for the years ended December 31, 2018, 2017 and 2016 (shares in
thousands):
2018
2017
2016
Number of
Shares
Weighted
Average
Grant-Date
Fair Value
Number of
Shares
Weighted
Average
Grant-Date
Fair Value
Number of
Shares
Weighted
Average
Grant-Date
Fair Value
160 $
51
(86 )
125 $
37.63
40.01
34.42
40.82
$
249
45
(134 )
160
$
33.61
44.07
32.35
37.63
$
339
91
(181 )
249
$
29.96
40.03
29.99
33.61
Unvested at beginning of year
Granted
Vested
Unvested at end of year
The aggregate fair value of shares that vested during the years ended December 31, 2018, 2017 and 2016 was $8.4 million, $6.0 million and $7.0
million, respectively.
TSR Restricted Stock Awards
The following table summarizes activity for TSR Restricted Stock awards for the years ended December 31, 2018, 2017 and 2016 (shares in
thousands):
2018
2017
2016
Weighted
Average
Grant-Date
Fair Value
Number of
Shares
Weighted
Average
Grant-Date
Fair Value
Number of
Shares
Number of
Shares
Weighted
Average
Grant-Date
Fair Value
253 $
45
(123 )
175 $
40.70
41.71
39.72
41.65
214 $
39
—
253 $
39.66
46.39
—
40.70
123 $
91
—
214 $
39.72
39.59
—
39.66
Unvested at beginning of year
Granted
Vested
Unvested at end of year
TSR LTIP I Units
The following table summarizes activity for TSR LTIP I units for the years ended December 31, 2018 and 2017 (units in thousands):
Unvested at beginning of year
Granted
Unvested at end of year
2018
2017
Weighted
Average
Grant-Date
Fair Value
Number of
Units
Weighted
Average
Grant-Date
Fair Value
Number of
Units
45 $
48
93 $
46.21
41.48
43.78
— $
45
45 $
—
46.21
46.21
F-31
Table of Contents
TSR LTIP II Units
The following table summarizes activity for TSR LTIP II units for the years ended December 31, 2018 and 2017 (numbers of units in thousands):
Unvested at beginning of year
Granted
Unvested at end of year
Determination of Grant-Date Fair Value of Awards
2018
Weighted
Average
Grant-Date
Fair Value
Number of
Units
— $
243
243 $
—
41.84
41.84
We estimated the fair value of TSR-based awards granted in 2018, 2017 and 2016 using a Monte Carlo model using the assumptions set forth in
the table below.
The risk-free interest rate reflects the annualized yield of a zero coupon U.S. Treasury security with a term equal to the expected term of the
option. The expected dividend yield reflects expectations regarding cash dividend amounts per share paid on Aimco’s Common Stock during the
expected term of the awards. Expected volatility reflects an average of the historical volatility of Aimco’s Common Stock during the historical period
commensurate with the expected term of the options that ended on the date of grant, and the implied volatility is calculated from observed call
option contracts closest to the expected term. The derived vesting period of TSR Restricted Stock and TSR LTIP I units was determined based on
the graded vesting terms. The expected term of the TSR-options and TSR LTIP II units was based on historical option exercises and post-vesting
terminations. The midpoints of our valuation assumptions for the 2018, 2017 and 2016 grants were as follows:
Grant date market value of a common share
Risk-free interest rate
Dividend yield
Expected volatility
Derived vesting period of TSR Restricted Stock and TSR LTIP I units
Weighted average expected term of TSR Stock Options and LTIP II units
2018
2017
2016
$
$
40.95
2.32 %
3.52 %
18.02 %
$
44.07
1.57 %
3.27 %
21.33 %
38.73
1.15 %
3.41 %
21.24 %
3.4 years
5.6 years
3.4 years
5.8 years
3.4 years
5.8 years
The grant date fair value for the Time-Based Restricted Stock awards reflects the closing price of a share of Aimco common stock on the grant
date.
F-32
Table of Contents
Note 9 — Income Taxes
Deferred income taxes reflect the net effects of temporary differences between the carrying amounts of assets and liabilities of the TRS entities
for financial reporting purposes and the amounts used for income tax purposes. Significant components of our deferred tax liabilities and assets are
as follows (in thousands):
Deferred tax liabilities:
Real estate and real estate partnership basis differences
Deferred tax assets:
Net operating, capital and other loss carryforwards
Accruals and expenses
Tax credit carryforwards
Management contracts and other
Total deferred tax assets
Valuation allowance
Net deferred tax assets
December 31,
2018
2017
12,058
$
32,032
$
$
$
7,022
7,432
67,530
2,064
84,048
(4,930 )
9,523
6,575
73,450
200
89,748
(25,489 )
32,227
$
67,060
$
In December 2017, the U.S. Congress passed the Tax Cuts and Jobs Act, or the 2017 Act, which is effective for years beginning with 2018. The
2017 Act provided for a reduction in the federal income tax rate. In accordance with GAAP, we revalued our deferred tax assets and liabilities as of
December 31, 2017. We finalized our accounting for the tax effects of enactment of the 2017 Act during the year ended December 31, 2018, resulting
in our recognition of a cumulative net tax benefit of $15.6 million over the two years.
At December 31, 2018, we had federal and state net operating loss carryforwards, or NOLs, for which the deferred tax asset was approximately
$7.0 million, before a valuation allowance of $4.9 million. The NOLs expire in years 2019 to 2034. Subject to certain separate return limitations, we
may use these NOLs to offset a portion of state taxable income generated by our TRS entities.
As of December 31, 2018, we had low-income housing and rehabilitation tax credit carryforwards and corresponding deferred tax assets of
approximately $67.5 million for income tax purposes that expire in years 2034 to 2038. In light of the lower federal tax rate under the 2017 Act, our
TRS entities must generate more taxable income in future years to utilize tax credit carryforwards, which are recorded as deferred tax assets. As a
result, during the year ended December 31, 2017, we recognized a partial valuation allowance of $15.4 million against the deferred tax assets
associated with low-income housing and rehabilitation tax credit carryforwards. Due to the sale of our Asset Management business, discussed
further in Note 3, during the year ended December 31, 2018, we reversed the remaining valuation allowance recognized in 2017 against our deferred
tax benefits that we now expect to utilize.
A reconciliation of the beginning and ending balance of our unrecognized tax benefits is presented below (in thousands):
Balance at January 1
Additions (reductions) based on tax positions related to prior years
Balance at December 31
2018
2017
2016
$
$
2,476 $
142
2,618 $
2,286
190
2,476
$
$
2,897
(611 )
2,286
Because the statute of limitations has not yet elapsed, our United States federal income tax returns for the year ended December 31, 2014 and
subsequent years and certain of our State income tax returns for the year ended December 31, 2014 and subsequent years are currently subject to
examination by the IRS or other taxing authorities. If recognized, the unrecognized benefit would affect the effective rate.
In 2014, the IRS initiated an audit of the Aimco Operating Partnership’s 2011 and 2012 tax years. This audit remains in process as of
December 31, 2018. We do not believe the audit will have any material effect on our unrecognized tax benefits, financial condition or results of
operations.
Our policy is to include any interest and penalties related to income taxes within the income tax line item in our consolidated statements of
operations.
F-33
Table of Contents
In accordance with the accounting requirements for stock-based compensation, we may recognize tax benefits in connection with the exercise of
stock options by employees of our TRS entities and the vesting of restricted stock awards. We recognize the tax effects related to stock based
compensation through earnings in the period the compensation was recognized.
Significant components of the income tax benefit or expense are as follows and are classified within income tax benefit in income before gain on
dispositions and gain on dispositions of real estate, net of tax, in our consolidated statements of operations for the years ended December 31, 2018,
2017 and 2016 (in thousands):
Current:
Federal
State
Total current
Deferred:
Federal
State
Revaluation of deferred taxes due to change in tax rate
Total deferred
Total benefit
2018
2017
2016
$
11,269 $
10,537
21,806
(938 ) $
525
(413 )
5,038
2,916
7,954
(29,243 )
(5,590 )
—
(34,833 )
(10,908 )
(3,621 )
(15,894 )
(30,423 )
$
(13,027 ) $
(30,836 ) $
(26,173 )
(623 )
—
(26,796 )
(18,842 )
Consolidated income or loss subject to tax consists of pretax income or loss of our TRS entities and income and gains retained by the REIT. For
the years ended December 31, 2018, 2017 and 2016, we had consolidated net income subject to tax of $158.6 million, net loss subject to tax of $55.6
million and net income subject to tax of $109.3 million, respectively.
The reconciliation of income tax attributable to operations computed at the United States statutory rate to income tax benefit is shown below
(dollars in thousands):
Tax provision (benefit) at United States statutory rates on
consolidated income or loss subject to tax
State income tax expense, net of federal tax (benefit) expense
Establishment of deferred tax asset related to partnership basis
difference (1)
Effect of permanent differences
Tax effect of intercompany transactions (2)
Tax credits
Tax reform revaluation (3)
(Decrease) increase in valuation allowance (4)
Other
Total income tax benefit
2018
2017
2016
Amount
Percent
Amount
Percent
Amount
Percent
$
33,296
12,252
21.0 % $
7.7 %
(19,459 )
(1,769 )
35.0 % $
3.2 %
38,257
7,152
—
302
(33,250 )
(6,897 )
288
(20,434 )
1,416
(13,027 )
$
— %
0.2 %
(21.0 )%
(4.4 )%
0.2 %
(12.9 )%
0.9 %
(8.3 )% $
(3,501 )
(1,629 )
—
(9,607 )
(15,894 )
21,023
—
(30,836 )
6.3 %
2.9 %
— %
17.3 %
28.6 %
(37.8 )%
— %
55.5 % $
—
(132 )
(47,369 )
(16,750 )
—
—
—
(18,842 )
35.0 %
6.5 %
— %
(0.1 )%
(43.3 )%
(15.3 )%
— %
— %
— %
(17.2 )%
(1) 2017 includes the establishment of a deferred tax asset related to partnership basis difference when it became apparent that it would reverse in the
foreseeable future. This deferred tax asset was fully reserved in the valuation allowance described below as of December 31, 2017.
(2) 2016 includes the effect of intercompany asset transfers between the Aimco Operating Partnership and TRS entities, for which tax was deferred and
recognized as the assets affected GAAP income or loss, for example, through depreciation, impairment, or upon the sale of the asset to a third-party.
Effective January 1, 2017, we adopted a new accounting standard applicable to intercompany asset transfers. As a result, the accumulated unrecognized
deferred tax expense associated with historical intercompany transfers was recognized as a cumulative effect adjustment through retained earnings at that
time. 2018 includes the tax benefit to establish the initial deferred tax asset from the intercompany transfer of a portion of the Asset Management business
between the Aimco Operating Partnership and TRS entities.
(3) Reflects revaluation of deferred tax assets and liabilities using the TRS entities’ lower effective tax rates resulting from the 2017 Act. Accounting for the tax
effects of enactment of the 2017 Act was finalized during the year ended December 31, 2018.
F-34
Table of Contents
(4) 2017 includes a $15.4 million valuation allowance against the deferred tax assets associated with rehabilitation tax credits due to the lower federal tax rate
under the 2017 Act. This valuation allowance was reversed in 2018 as a result of the sale of our Asset Management business.
Income taxes paid totaled approximately $11.5 million, $7.4 million and $2.2 million in the years ended December 31, 2018, 2017 and 2016,
respectively.
For income tax purposes, dividends paid to holders of Common Stock primarily consist of ordinary income, capital gains, qualified dividends and
unrecaptured Section 1250 gains, or a combination thereof. For the years ended December 31, 2018, 2017 and 2016, dividends per share held for the
entire year were estimated to be taxable as follows:
Ordinary income
Capital gains
Qualified dividends
Unrecaptured Section 1250 gain
Note 10 — Earnings per Share/Unit
2018
2017
2016
Amount
Percentage
Amount
Percentage
Amount
Percentage
$
$
0.51
0.93
—
0.08
1.52
33.4% $
61.2%
—%
5.4%
100.0% $
0.75
0.51
0.02
0.16
1.44
51.5% $
35.7%
1.6%
11.2%
100.0% $
0.45
0.47
0.13
0.27
1.32
34.2%
35.4%
9.9%
20.5%
100.0%
Aimco and the Aimco Operating Partnership calculate basic earnings per common share and basic earnings per common unit based on the
weighted average number of shares of Common Stock and common partnership units and participating securities outstanding, and calculate diluted
earnings per share and diluted earnings per unit taking into consideration dilutive common stock and common partnership unit equivalents and
dilutive convertible securities outstanding during the period.
Our common stock equivalents and common partnership unit equivalents include options to purchase shares of Common Stock, which, if
exercised, would result in Aimco’s issuance of additional shares and the Aimco Operating Partnership’s issuance to Aimco of additional common
partnership units equal to the number of shares purchased under the options. These equivalents also include unvested TSR Restricted Stock
awards that do not meet the definition of participating securities, which would result in the issuance of additional common shares and common
partnership units equal to the number of shares that vest. The dilutive effect of these securities was 0.2 million shares or units, 0.5 million shares or
units, and 0.4 million shares or units, respectively, for the years ended December 31, 2018, 2017 and 2016. Securities with dilutive effect are included
in the denominator for calculating diluted earnings per share and unit during these periods. There were 0.3 million potential shares and 0.3 million
potential units not dilutive and excluded from the denominator for calculating diluted earnings per share and per unit, respectively, for the year
ended December 31, 2018. There were 0.2 million potential shares and 0.2 million potential units not dilutive and excluded from the denominator for
calculating diluted earnings per share and per unit, respectively, for the years ended December 31, 2017 and 2016.
Our Time-Based Restricted Stock awards receive dividends similar to shares of Common Stock and common partnership units prior to vesting
and our TSR LTIP I units and TSR LTIP II units receive distributions based on specified percentages of the distributions paid to common
partnership units prior to vesting and conversion. These dividends and distributions are not forfeited in the event the awards do not vest.
Therefore, the unvested restricted shares and units related to these awards are participating securities. The effect of participating securities is
included in basic and diluted earnings per share and unit computations using the two-class method of allocating distributed and undistributed
earnings when the two-class method is more dilutive than the treasury stock method. At December 31, 2018, 2017 and 2016, there were 0.3 million,
0.2 million and 0.2 million shares of unvested participating restricted securities, respectively. At December 31, 2018, 2017 and 2016, there were 0.6
million, 0.3 million and 0.2 million units of unvested participating restricted securities, respectively.
As discussed in Note 7, the Aimco Operating Partnership has various classes of preferred OP Units, which may be redeemed at the holders’
option. The Aimco Operating Partnership may redeem these units for cash, or at its option, shares of Common Stock. As of December 31, 2018,
these preferred OP Units were potentially redeemable for approximately 2.3 million shares of Common Stock (based on the period end market price),
or cash. The Aimco Operating Partnership has a redemption policy that requires cash settlement of redemption requests for the preferred OP Units,
subject to limited exceptions. Accordingly, we have excluded these securities from earnings per share and unit computations for the periods
presented above, and we expect to exclude them in future periods.
F-35
Table of Contents
Note 11 — Fair Value Measurements
Recurring Fair Value Measurements
We measure at fair value on a recurring basis our investment in the securitization trust that holds certain of our property debt, which we classify
as AFS debt securities.
These investments are presented within other assets in the accompanying consolidated balance sheets. We hold several positions in the
securitization trust that pay interest currently and we also hold the first loss position in the securitization trust, which accrues interest over the term
of the investment. These investments were acquired at a discount to face value and we are accreting the discount to the $100.9 million face value of
the investments through interest income using the effective interest method over the remaining expected term of the investments, which as of
December 31, 2018, was approximately 2.4 years. Our amortized cost basis for these investments, which represents the original cost adjusted for
interest accretion less interest payments received, was $83.6 million and $77.7 million at December 31, 2018 and 2017, respectively. We estimated the
fair value of these investments to be $88.5 million and $82.8 million at December 31, 2018 and 2017, respectively.
Our investments in AFS debt securities are classified within Level 2 of the GAAP fair value hierarchy. We estimate the fair value of these
investments using an income and market approach with primarily observable inputs, including yields and other information regarding similar types
of investments, and adjusted for certain unobservable inputs specific to these investments. The fair value of the positions that pay interest
currently typically moves in an inverse relationship with movements in interest rates. The fair value of the first loss position is primarily correlated
to collateral quality and demand for similar subordinate commercial mortgage-backed securities.
Fair Value Disclosures
We believe that the carrying values of the consolidated amounts of cash and cash equivalents, receivables and payables approximates their fair
value at December 31, 2018 and 2017, due to their relatively short-term nature and high probability of realization. The carrying amount of seller
financing notes receivable approximated their estimated fair value at December 31, 2018. The carrying amount of the total indebtedness associated
with our Real Estate portfolio approximated its estimated fair value at December 31, 2018 and 2017. We estimate the fair value of our seller financing
notes and our consolidated debt using an income and market approach, including comparison of the contractual terms to observable and
unobservable inputs such as market interest rate risk spreads, contractual interest rates, remaining periods to maturity, collateral quality and loan to
value ratios on similarly encumbered apartment communities within our portfolio. We classify the fair value of debt and seller financing notes within
Level 3 of the GAAP valuation hierarchy based on the significance of certain of the unobservable inputs used to estimate its fair value.
Note 12 — Business Segments
Our chief executive officer, who is our chief operating decision maker, uses proportionate property net operating income to assess the operating
performance of our apartment communities. Proportionate property net operating income is defined as our share of rental and other property
revenue less our share of property operating expenses, including real estate taxes, for consolidated apartment communities we own and manage.
Beginning in 2018, we exclude from rental and other property revenues the amount of utilities cost reimbursed by residents and reflect such amount
as a reduction of the related utility expense within property operating expenses in our evaluation of segment results. In our consolidated statements
of operation, utility reimbursements are included in rental and other property revenues, in accordance with GAAP. The 2017 and 2016 tables below
have been revised to conform to this presentation.
Apartment communities are classified as either part of our Real Estate portfolio or, prior to the sale in July 2018, those owned through
partnerships served by our Asset Management business. As of December 31, 2018, for segment performance evaluation, our Real Estate segment
included 130 consolidated apartment communities with 36,407 apartment homes and excluded four apartment communities with 142 apartment homes
that we neither manage nor consolidate.
Prior to the July 2018 sale of our Asset Management business, we consolidated certain partnerships in which we held nominal positions. These
partnerships own low-income housing tax credit apartment communities. Neither the results of operations nor the assets of these partnerships and
apartment communities were quantitatively material during our period of ownership; therefore, we have one reportable segment, Real Estate.
The following tables present the revenues, net operating income and income before gain on dispositions of our Real Estate segment on a
proportionate basis and excluding amounts related to apartment communities sold or classified as held for sale as of December 31, 2018 for the years
ended December 31, 2018, 2017 and 2016 (in thousands):
F-36
Table of Contents
Real Estate
Proportionate and
Other
Adjustments (1)
Corporate and
Amounts Not
Allocated to
Reportable
Segment (2)
Consolidated
Year Ended December 31, 2018:
Rental and other property revenues attributable to Real Estate
$
854,240 $
34,282
$
34,071 $
922,593
Rental and other property revenues of partnerships served by Asset
Management business
Tax credit and transaction revenues
Total revenues
Property operating expenses attributable to Real Estate
Property operating expenses of partnerships served by Asset
Management business
Other operating expenses not allocated to reportable
segment (3)
Total operating expenses
Proportionate property net operating income
Other items included in income before income tax benefit (4)
—
—
854,240
238,860
—
—
238,860
615,380
—
Income before income tax benefit
$
615,380 $
—
—
34,282
32,169
—
—
32,169
—
—
2,113
$
42,830
6,987
83,888
36,872
42,830
6,987
972,410
307,901
20,921
20,921
427,832
485,625
—
487,820
86,083 $
427,832
756,654
—
487,820
703,576
Real Estate
Proportionate and
Other
Adjustments (1)
Corporate and
Amounts Not
Allocated to
Reportable
Segment (2)
Consolidated
Year Ended December 31, 2017:
Rental and other property revenues attributable to Real Estate
$
781,194 $
43,043
$
93,911 $
918,148
Rental and other property revenues of partnerships served by Asset
Management business
Tax credit and transaction revenues
Total revenues
Property operating expenses attributable to Real Estate
Property operating expenses of partnerships served by Asset
Management business
Other operating expenses not allocated to reportable
segment (3)
Total operating expenses
Proportionate property net operating income
Other items included in income before income tax benefit (4)
—
—
781,194
222,731
—
—
222,731
558,463
—
Income before income tax benefit
$
558,463 $
—
—
43,043
32,432
—
—
32,432
—
—
10,611
$
74,046
13,243
181,200
63,963
74,046
13,243
1,005,437
319,126
35,458
35,458
456,870
556,291
—
122,260
(252,831) $
456,870
811,454
—
122,260
316,243
F-37
Table of Contents
Real Estate
Proportionate and
Other
Adjustments (1)
Corporate and
Amounts Not
Allocated to
Reportable
Segment (2)
Consolidated
Year Ended December 31, 2016:
Rental and other property revenues attributable to Real Estate
$
720,302 $
55,257
$
124,332 $
899,891
Rental and other property revenues of partnerships served by Asset
Management business
Tax credit and transaction revenues
Total revenues
Property operating expenses attributable to Real Estate
Property operating expenses of partnerships served by Asset
Management business
Other operating expenses not allocated to reportable
segment (3)
Total operating expenses
Proportionate property net operating income
Other items included in income before income tax benefit (4)
—
—
720,302
210,426
—
—
210,426
509,876
—
Income before income tax benefit
$
509,876 $
—
—
55,257
35,468
—
—
35,468
—
—
19,789
$
74,640
21,323
220,295
72,063
74,640
21,323
995,854
317,957
36,956
36,956
394,145
503,164
—
217,635
(65,234) $
394,145
749,058
—
217,635
464,431
(1) Represents adjustments for the noncontrolling interests in consolidated real estate partnerships’ share of the results of consolidated apartment
communities in our Real Estate segment, which are included in the related consolidated amounts, but excluded from proportionate property net operating
income for our segment evaluation. Also includes the reclassification of utility reimbursements from revenues to property operating expenses for the
purpose of evaluating segment results. Utility reimbursements are included in rental and other property revenues in our consolidated statements of
operations prepared in accordance with GAAP.
(2) Includes the operating results of apartment communities sold during the periods shown or held for sale at the end of the period, if any, and the operating
results of apartment communities owned by consolidated partnerships served by our Asset Management business prior to its sale in July 2018. Corporate
and Amounts Not Allocated to Reportable Segment also includes property management expenses and casualty gains and losses, which are included in
consolidated property operating expenses and are not part of our segment performance measure.
(3) Other operating expenses not allocated to reportable segment consists of depreciation and amortization, general and administrative expenses and other
operating expenses including provision for real estate impairment loss, which are not included in our measure of segment performance.
(4) Other items included in income before income tax benefit primarily consists of gain on dispositions of real estate and interest expense.
The assets of our reportable segment and the consolidated assets not allocated to our segment are as follows (in thousands):
Real Estate
Corporate and other assets (1)
Total consolidated assets
December 31,
2018
2017
$
$
5,849,638
340,366
6,190,004
$
$
5,346,390
732,650
6,079,040
(1) Includes the assets not allocated to our reportable segment, primarily corporate assets, and assets of apartment communities and the Asset Management
business, which were sold or classified as held for sale as of December 31, 2018.
For the years ended December 31, 2018, 2017 and 2016, capital additions related to our Real Estate segment totaled $338.8 million, $321.9 million
and $312.8 million, respectively.
Note 13 — Variable Interest Entities
Generally, a variable interest entity, or VIE, is a legal entity in which the equity investors do not have the characteristics of a controlling financial
interest or the equity investors lack sufficient equity at risk for the entity to finance its activities without additional subordinated financial support.
A limited partnership is considered a VIE when the majority of the limited partners unrelated to the general partner possess neither the right to
remove the general partner without cause, nor certain rights to participate in the decisions that most significantly affect the financial results of the
partnership. In determining whether we are the primary beneficiary of a VIE, we consider qualitative and quantitative factors, including, but not
limited to: which activities most
F-38
Table of Contents
significantly impact the VIE’s economic performance and which party controls such activities; the amount and characteristics of our investment; the
obligation or likelihood for us or other investors to provide financial support; and the similarity with and significance to our business activities and
the business activities of the other investors. Significant judgments related to these determinations include estimates about the current and future
fair values and performance of real estate held by these VIEs and general market conditions.
Aimco consolidates the Aimco Operating Partnership, which is a VIE for which Aimco is the primary beneficiary. Aimco, through the Aimco
Operating Partnership, consolidates all VIEs for which it is the primary beneficiary.
All of the VIEs we consolidate own interests in one or more apartment communities. VIEs that own apartment communities we classify as part of
our Real Estate segment are typically structured to generate a return for their partners through the operation and ultimate sale of the communities.
We are the primary beneficiary in the limited partnerships in which we are the sole decision maker and have a substantial economic interest.
As described in Note 3, we sold our Asset Management business in July 2018, including the nominal ownership interest we held in partnerships
served by this business.
Real Estate portfolio:
VIEs with interests in apartment communities
Apartment communities owned by VIEs
Apartment homes in communities owned by VIEs
Consolidated partnerships served by the Asset Management business:
VIEs with interests in apartment communities
Apartment communities owned by VIEs
Apartment homes in communities owned by VIEs
December 31,
2018
2017
9
9
3,592
—
—
—
14
14
4,321
49
37
5,893
Assets of the Aimco Operating Partnership’s consolidated VIEs must first be used to settle the liabilities of such consolidated VIEs. These
consolidated VIEs’ creditors do not have recourse to the general credit of the Aimco Operating Partnership. Assets and liabilities of VIEs are
summarized in the table below (in thousands):
Real Estate portfolio:
Assets
Net real estate
Cash and cash equivalents
Restricted cash
Liabilities
Non-recourse property debt
Accrued liabilities and other
Consolidated partnerships served by the Asset Management business:
Assets
Real estate, net
Cash and cash equivalents
Restricted cash
Liabilities
Non-recourse property debt
Accrued liabilities and other
F-39
December 31,
2018
2017
$
$
488,127
15,416
4,461
322,685
13,576
—
—
—
—
—
529,898
16,111
4,798
412,205
10,623
215,580
15,931
30,107
220,356
20,241
Table of Contents
Note 14 — Unaudited Summarized Consolidated Quarterly Information
Aimco
Aimco’s summarized unaudited consolidated quarterly information for the years ended December 31, 2018 and 2017, is provided below (in
thousands, except per share amounts):
2018
Total revenues
Net income
Net income attributable to Aimco common stockholders
Net income attributable to Aimco common stockholders per common
share - basic
Net income attributable to Aimco common stockholders per common
share - diluted
2017
Total revenues
Net income
Net income attributable to Aimco common stockholders
Net income attributable to Aimco common stockholders per common
share - basic
Net income attributable to Aimco common stockholders per common
share - diluted
The Aimco Operating Partnership
Quarter
First
Second
Third
Fourth
$
247,720
95,690
81,525
250,187 $
7,156
2,817
$
242,481
603,917
567,029
232,022
9,840
5,226
0.52
$
0.02 $
3.62
$
0.52
$
0.02 $
3.61
$
0.03
0.03
Quarter
First
Second
Third
Fourth
$
246,481
17,155
11,491
249,092 $
21,591
15,843
$
254,635
22,144
17,430
255,229
286,189
262,097
0.07
$
0.10 $
0.11
$
0.07
$
0.10 $
0.11
$
1.68
1.67
$
$
$
$
$
$
The Aimco Operating Partnership’s summarized unaudited consolidated quarterly information for the years ended December 31, 2018 and 2017,
is provided below (in thousands, except per unit amounts):
2018
Total revenues
Net income
Net income attributable to the Partnership’s common unitholders
Net income attributable to the Partnership’s common unitholders per common unit -
basic
Net income attributable to the Partnership’s common unitholders per common unit -
diluted
2017
Total revenues
Net income
Net income attributable to the Partnership’s common unitholders
Net income attributable to the Partnership’s common unitholders per common unit -
basic
Net income attributable to the Partnership’s common unitholders per common unit -
diluted
F-40
Quarter
First
Second
Third
Fourth
$
247,720
95,690
85,274
250,187 $
7,156
2,949
$
242,481
603,917
597,100
232,022
9,840
5,551
0.52
$
0.02 $
3.62
$
0.52
$
0.02 $
3.61
$
0.03
0.03
Quarter
First
Second
Third
Fourth
$
246,481
17,155
12,047
249,092 $
21,591
16,627
$
254,635
22,144
18,246
255,229
286,189
274,380
0.07
$
0.10 $
0.11
$
0.07
$
0.10 $
0.11
$
1.68
1.67
$
$
$
$
$
$
Table of Contents
APARTMENT INVESTMENT AND MANAGEMENT COMPANY
AIMCO PROPERTIES, L.P.
SCHEDULE III: REAL ESTATE AND ACCUMULATED DEPRECIATION
December 31, 2018
(In Thousands Except Apartment Home Data)
(1)
Initial Cost
Apartment
Date
Year Apartment
Buildings and
(2)
Cost
Capitalized
Subsequent
to
December 31, 2018
Buildings and
(3)
Accumulated
Total
Cost
(4)
Apartment Community Name
Type
Consolidated
Location
Built
Homes
Land
Improvements Consolidation
Land
Improvements
Total
Depreciation
(AD)
Net of
AD
Encumbrances
Real Estate Segment:
100 Forest Place
High Rise
Dec 1997 Oak Park, IL
118-122 West 23rd Street
High Rise
Jun 2012 New York, NY
173 E. 90th Street
High Rise May 2004 New York, NY
182-188 Columbus Avenue
Mid Rise
Feb 2007 New York, NY
1045 on the Park Apartments
Homes
Mid Rise
Jul 2013 Atlanta, GA
1582 First Avenue
High Rise Mar 2005 New York, NY
21 Fitzsimons
Mid Rise
Aug 2014 Aurora, CO
234 East 88th Street
Mid Rise
Jan 2014 New York, NY
236-238 East 88th Street
High Rise
Jan 2004 New York, NY
237-239 Ninth Avenue
High Rise Mar 2005 New York, NY
240 West 73rd Street, LLC
High Rise
Sep 2004 New York, NY
2900 on First Apartments
Mid Rise
Oct 2008
Seattle, WA
306 East 89th Street
High Rise
Jul 2004 New York, NY
311 & 313 East 73rd Street
Mid Rise
Mar 2003 New York, NY
322-324 East 61st Street
High Rise Mar 2005 New York, NY
1987
1987
1910
1910
2012
1900
2008
1900
1900
1900
1900
1989
1930
1904
1900
3400 Avenue of the Arts
Mid Rise
Mar 2002 Costa Mesa, CA
1987
452 East 78th Street
High Rise
Jan 2004 New York, NY
1900
464-466 Amsterdam & 200-
210 W. 83rd Street
Mid Rise
Feb 2007 New York, NY
510 East 88th Street
High Rise
Jan 2004 New York, NY
514-516 East 88th Street
High Rise Mar 2005 New York, NY
518 East 88th Street
Mid Rise
Jan 2014 New York, NY
707 Leahy
Garden
Apr 2007
Redwood City,
CA
1910
1900
1900
1900
1973
777 South Broad Street
Mid Rise
May 2018 Philadelphia, PA
2010
865 Bellevue
Avery Row
Axiom
Bank Lofts
Garden
Jul 2000 Nashville, TN
Mid Rise
Dec 2018 Arlington, VA
1972
2013
Mid Rise
Apr 2015 Cambridge, MA
2015
High Rise
Apr 2001 Denver, CO
Bay Parc Plaza
High Rise
Sep 2004 Miami, FL
Bay Ridge at Nashua
Garden
Jan 2003 Nashua, NH
Bayberry Hill Estates
Garden
Aug 2002 Framingham, MA 1971
Bent Tree Apartments
Garden
Feb 2018 Centreville, VA
1986
Bluffs at Pacifica, The
Garden
Oct 2006
Pacifica, CA
Boston Lofts
Boulder Creek
High Rise
Apr 2001 Denver, CO
Garden
Jul 1994
Boulder, CO
1963
1890
1973
Broadcast Center
Garden
Mar 2002 Los Angeles, CA
1990
Broadway Lofts
High Rise
Sep 2012
San Diego, CA
Burke Shire Commons
Garden
Mar 2001 Burke, VA
1909
1986
1920
2000
1984
234 $ 2,664 $
42
72
32
14,985
12,066
19,123
18,815 $
23,459
4,535
3,300
10,553 $ 2,664 $
6,752 14,985
8,068 12,066
5,513 19,123
29,368 $ 32,032 $
30,211
12,603
8,813
45,196
24,669
27,936
6,662
752
104,720
4,449
2,914
1,866
12,140
17,518
1,006
1,609
2,224
65,506
608
7,101
1,002
2,168
4,315
7,909
67,512
12,037
21,348
63,612
9,045
41,847
40,713
35,945
113,695
4,132
20,589
7,730
41,244
14,442
23,617
30
17
600
20
43
36
200
135
20
34
40
770
12
71
20
36
20
110
146
326
67
115
125
474
412
424
748
64
158
221
279
84
360
2,793
4,281
12,864
2,448
8,820
8,495
68,109
19,070
2,680
5,678
6,372
57,241
1,982
25,553
3,163
6,282
2,233
15,444
6,986
3,562
8,140
—
3,525
22,680
3,262
19,944
46,975
8,108
3,446
754
29,407
5,367
4,867
F-41
692
499
2,793
4,281
20,379 12,864
2,448
807
8,820
2,681
3,092
8,495
11,905 68,109
33,542 19,070
2,680
1,098
5,678
520
1,512
6,372
80,349 57,241
1,982
548
7,354
1,251
10,147
5,532
125,099 137,963
7,704
14,415
13,453
92,154
70,130
4,784
7,807
10,108
145,855 203,096
3,138
5,256
5,595
4,958
24,045
51,060
2,104
2,129
3,736
1,156
6,070 25,553
3,163
622
6,282
1,593
2,233
606
7,406 15,444
6,986
829
3,562
23,538
8,140
—
—
2,444
5,539
3,525
34,053 22,680
3,262
16,739
21,847 19,944
7,493 46,975
8,108
17,804
3,446
5,694
20,628
754
28,683 29,407
5,367
6,126
4,867
17,678
13,171
1,624
3,761
4,921
38,724
4,787
10,043
7,154
30,759
15,315
75,327
68,341
39,137
35,575
29,488
21,348
66,056
66,056
18,109
14,584
98,580
75,900
60,714
57,452
57,792
77,736
121,188 168,163
30,044
21,936
29,729
26,283
29,112
28,358
99,334
69,927
25,935
20,568
46,162
41,295
(15,640 ) $ 16,392 $
(9,121 )
36,075
20,939
23,968
8,724
4,954
118,373
6,550
12,485
10,683
82,336
44,576
3,896
6,320
8,278
116,173
2,652
32,693
4,145
8,424
6,017
23,795
73,812
15,744
29,488
57,136
10,646
76,095
37,976
50,107
163,832
19,048
15,815
9,410
69,679
21,331
21,425
(3,730 )
(3,968 )
(1,423 )
(578 )
(19,590 )
(1,154 )
(1,930 )
(2,770 )
(9,818 )
(25,554 )
(888 )
(1,487 )
(1,830 )
(86,923 )
(486 )
(6,031 )
(642 )
(1,619 )
(1,137 )
(6,964 )
(1,515 )
(23,393 )
—
(8,920 )
(7,463 )
(22,485 )
(22,738 )
(27,629 )
(4,331 )
(10,996 )
(13,914 )
(19,702 )
(29,655 )
(4,604 )
(24,737 )
35,048
17,457
—
13,925
5,627
2,273
90,000
3,223
10,875
5,553
—
13,915
1,854
3,904
3,410
145,752
2,542
20,520
2,724
3,696
2,792
8,737
57,627
—
—
32,978
10,476
42,434
51,450
—
—
—
15,303
38,500
—
11,531
57,860
Table of Contents
(1)
Initial Cost
Apartment
Date
Year Apartment
Buildings and
(2)
Cost
Capitalized
Subsequent
to
December 31, 2018
Buildings and
(3)
Accumulated
Total
Cost
(4)
Apartment Community Name
Type
Consolidated
Location
Built
Homes
Land
Improvements Consolidation
Land
Improvements
Total
Depreciation
(AD)
Net of
AD
Encumbrances
Calhoun Beach Club
High Rise
Dec 1998 Minneapolis, MN
1928
Canyon Terrace
Garden
Mar 2002 Saugus, CA
1984
Cedar Rim
Garden
Apr 2000 Newcastle, WA
1980
Charlesbank Apartment Homes Mid Rise
Sep 2013 Watertown, MA
2012
Chestnut Hall
High Rise
Oct 2006
Philadelphia, PA
1923
Chimneys of Cradle Rock
Garden
Jun 2004 Columbia, MD
Columbus Avenue
Mid Rise
Sep 2003 New York, NY
Creekside
Garden
Jan 2000 Denver, CO
Crescent at West Hollywood,
The
Mid Rise
Mar 2002
West Hollywood,
CA
Elm Creek
Evanston Place
Farmingdale
Mid Rise
Dec 1997 Elmhurst, IL
High Rise
Dec 1997 Evanston, IL
Mid Rise
Oct 2000 Darien, IL
1979
1880
1974
1985
1987
1990
1975
Flamingo Towers
High Rise
Sep 1997 Miami Beach, FL
1960
Four Quarters Habitat
Garden
Jan 2006 Miami, FL
1976
Foxchase
Georgetown
Garden
Dec 1997 Alexandria, VA
1940
Garden
Aug 2002 Framingham, MA 1964
Georgetown II
Mid Rise
Aug 2002 Framingham, MA 1958
Heritage Park Escondido
Garden
Oct 2000 Escondido, CA
Heritage Park Livermore
Garden
Oct 2000 Livermore, CA
Heritage Village Anaheim
Garden
Oct 2000 Anaheim, CA
Hidden Cove
Hidden Cove II
Hillcreste
Hillmeade
Garden
Jul 1998
Escondido, CA
Garden
Jul 2007
Escondido, CA
Garden
Mar 2002 Century City, CA
1989
Garden
Nov 1994 Nashville, TN
Horizons West Apartments
Mid Rise
Dec 2006 Pacifica, CA
Hunt Club
Garden
Sep 2000 Gaithersburg, MD 1986
Hyde Park Tower
High Rise
Oct 2004 Chicago, IL
1990
Indian Oaks
Garden
Mar 2002 Simi Valley, CA
1986
Indigo
Island Club
Key Towers
Lakeside
Latrobe
High Rise
Aug 2016
Redwood City,
CA
Garden
Oct 2000 Oceanside, CA
2016
1986
High Rise
Apr 2001 Alexandria, VA
1964
Garden
Oct 1999 Lisle, IL
1972
High Rise
Jan 2003 Washington, DC
1980
Laurel Crossing
Garden
Jan 2006
San Mateo, CA
Lincoln Place (5)
Garden
Oct 2004 Venice, CA
1971
1951
Locust on the Park
High Rise May 2018 Philadelphia, PA
1911
Lodge at Chattahoochee, The Garden
Oct 1999
Sandy Springs,
GA
1986
1988
1986
1983
1986
1986
1970
Malibu Canyon
Mariners Cove
Meadow Creek
Merrill House
Mezzo
Garden
Mar 2002 Calabasas, CA
Garden
Mar 2002 San Diego, CA
Garden
Jul 1994
Boulder, CO
High Rise
Jan 2000
Falls Church, VA
1964
High Rise Mar 2015 Atlanta, GA
Monterey Grove
Garden
Jun 2008
San Jose, CA
Ocean House on Prospect
Mid Rise
Apr 2013 La Jolla, CA
One Canal
High Rise
Sep 2013 Boston, MA
Pacific Bay Vistas (5)
Garden
Mar 2001 San Bruno, CA
Pacifica Park
Garden
Jul 2006
Pacifica, CA
1970
1986
1984
1968
2008
1999
1970
2016
1987
1977
73,334
6,601
5,218
11,726
14,299
8,108
9,450
12,698
10,215
30,830
25,546
15,174
48,808
17,199
96,062
13,168
4,057
7,565
10,209
8,541
17,616
6,530
47,216
16,070
6,377
13,149
14,927
15,801
296,116
28,654
7,050
27,937
9,103
17,756
10,439
53,823
16,370
53,438
66,861
24,533
10,831
34,178
21,939
18,805
15,873
62,460
6,579
332
130
104
44
315
198
59
328
130
400
190
240
1,324
336
2,113
207
72
196
167
196
334
118
315
288
78
336
155
254
463
592
140
568
175
418
795
152
312
698
500
332
159
94
224
53
310
308
104
11,708
7,508
761
3,399
12,338
2,040
35,527
3,189
15,765
5,910
3,232
11,763
32,427
2,379
15,496
12,351
4,577
1,055
—
1,832
3,043
12,849
35,862
2,872
8,887
17,859
4,731
24,523
26,932
18,027
1,526
5,840
3,459
49,474
128,332
5,292
2,335
69,834
—
1,435
1,836
4,292
34,325
12,528
—
28,694
12,970
F-42
64,948 11,708
7,508
6,525
761
13,032
3,399
821
12,074 12,338
1,116
2,040
9,117 35,527
3,189
7,450
8,411 15,765
5,910
31,950
16,214
3,232
11,173 11,763
339,187 32,427
2,379
30,286
52,254 15,496
3,996 12,351
4,577
2,118
1,055
2,572
—
1,850
1,832
2,084
10,802
3,043
5,260 12,849
13,194 35,862
2,872
20,200
1,634
8,887
14,154 17,859
12,334
4,731
11,246 24,523
1,771 26,932
18,740 18,027
1,526
7,781
5,840
22,408
12,715
3,459
14,166 49,474
337,267 44,197
5,292
2,474
16,809
2,335
37,919 69,834
—
13,317
1,435
9,602
1,836
7,657
1,250
4,292
8,674 34,325
15,089 12,528
179,912
—
39,067 23,354
7,879 12,970
138,282 149,990
20,634
13,126
19,011
18,250
15,946
12,547
38,711
26,373
11,264
9,224
54,094
18,567
23,337
20,148
34,391
18,626
68,690
62,780
44,992
41,760
26,347
38,110
387,995 420,422
49,864
47,485
148,316 163,812
29,515
17,164
10,752
6,175
11,192
10,137
12,059
12,059
12,457
10,625
31,461
28,418
24,639
11,790
96,272
60,410
39,142
36,270
16,898
8,011
45,162
27,303
31,992
27,261
51,570
27,047
297,887 324,819
65,421
47,394
16,357
14,831
56,185
50,345
25,277
21,818
31,922
81,396
347,706 391,903
61,589
56,297
33,179
35,514
91,357 161,191
80,178
80,178
35,570
34,135
20,324
18,488
39,720
35,428
64,938
30,613
33,894
46,422
195,785 195,785
101,527 124,881
27,428
14,458
(79,547)
(6,960)
(13,153)
(2,404)
(12,144)
(4,206)
(10,600)
(13,072)
(12,166)
(32,993)
(19,152)
(13,618)
(174,249)
(27,112)
(85,298)
(8,281)
(3,483)
(6,993)
(8,176)
(6,999)
(16,205)
(5,263)
(27,374)
(21,006)
(3,689)
(16,083)
(9,569)
(13,180)
(24,707)
(30,320)
(11,892)
(33,582)
(11,916)
(15,757)
(121,677)
(1,183)
(22,375)
(45,222)
(39,035)
(19,285)
(10,492)
(5,484)
(12,039)
(6,592)
(20,623)
(35,131)
(6,565)
70,443
13,674
5,858
13,542
26,567
7,058
43,494
10,265
22,225
35,697
25,840
24,492
246,173
22,752
78,514
21,234
7,269
4,199
3,883
5,458
15,256
19,376
68,898
18,136
13,209
29,079
22,423
38,390
300,112
35,101
4,465
22,603
13,361
65,639
270,226
60,406
13,139
115,969
41,143
16,285
9,832
34,236
52,899
39,830
175,162
89,750
20,863
—
—
—
7,718
36,653
—
25,205
11,325
40,000
51,341
—
13,106
103,152
51,603
223,626
14,697
—
6,129
6,353
7,441
51,840
20,160
63,479
27,321
—
—
12,620
27,596
138,430
94,967
—
25,090
26,758
—
187,723
35,728
—
105,367
—
—
—
23,496
—
12,745
110,310
67,826
28,613
Table of Contents
(1)
Initial Cost
Apartment
Date
Year Apartment
Buildings and
(2)
Cost
Capitalized
Subsequent
to
December 31, 2018
Buildings and
(3)
Accumulated
Total
Cost
(4)
Apartment Community Name
Type
Consolidated
Location
Built
Homes
Land
Improvements Consolidation
Land
Improvements
Total
Depreciation
(AD)
Net of
AD
Encumbrances
45,176
48,362
170,640
219,002
(80,075 )
138,927
168,654
Palazzo at Park La Brea, The Mid Rise
Feb 2004 Los Angeles, CA 2002
Palazzo East at Park La Brea,
The
Mid Rise
Mar 2005 Los Angeles, CA 2005
Parc Mosaic
Garden
Dec 2014 Boulder, CO
1970
Park Towne Place
High Rise
Apr 2000
Philadelphia, PA 1959
Pathfinder Village
Garden
Jan 2006
Fremont, CA
Peachtree Park
Garden
Jan 1996 Atlanta, GA
1973
1969
Plantation Gardens
Garden
Oct 1999
Plantation, FL
1971
Post Ridge
Garden
Jul 2000 Nashville, TN
1972
Preserve at Marin
Mid Rise
Aug 2011
Corte Madera,
CA
1964
Ravensworth Towers
High Rise
Jun 2004 Annandale, VA 1974
River Club,The
Garden
Apr 2005 Edgewater, NJ
1998
Riverloft
Rosewood
High Rise
Oct 1999
Philadelphia, PA 1910
Garden
Mar 2002 Camarillo, CA
1976
Royal Crest Estates
Garden
Aug 2002 Warwick, RI
Royal Crest Estates
Garden
Aug 2002 Nashua, NH
Royal Crest Estates
Garden
Aug 2002
Royal Crest Estates
Garden
Aug 2002
Marlborough,
MA
North Andover,
MA
Saybrook Point
Garden
Dec 2014 San Jose, CA
Shenandoah Crossing
Garden
Sep 2000
Fairfax, VA
1972
1970
1970
1970
1995
1984
SouthStar Lofts
High Rise May 2018 Philadelphia, PA 2014
Springwoods at Lake Ridge
Garden
Jul 2002
Woodbridge,
VA
1984
St. George Villas
Garden
Jan 2006
St. George, SC
1984
Sterling Apartment Homes,
The
Garden
Oct 1999
Philadelphia, PA 1961
Stone Creek Club
Garden
Sep 2000
Germantown,
MD
1984
The Left Bank
Mid Rise
May 2018 Philadelphia, PA 1929
Timbers at Long Reach
Apartment Homes
Garden
Apr 2005 Columbia, MD
1979
Towers Of Westchester Park,
The
High Rise
Jan 2006
College Park,
MD
1972
Township At Highlands
Town
Home
Nov 1996 Centennial, CO
1985
Tremont
Mid Rise
Dec 2014 Atlanta, GA
2009
Twin Lake Towers
High Rise
Oct 1999 Westmont, IL
1969
Vantage Pointe
Mid Rise
Aug 2002
Swampscott,
MA
Villa Del Sol
Garden
Mar 2002 Norwalk, CA
1987
1972
Villas at Park La Brea, The
Garden
Mar 2002 Los Angeles, CA 2002
Villas of Pasadena
Mid Rise
Jan 2006
Pasadena, CA
1973
Vivo
High Rise
Jun 2016 Cambridge, MA 2015
Waterford Village
Garden
Aug 2002
Bridgewater,
MA
Waterways Village
Garden
Jun 1997 Aventura, FL
1971
1994
Waverly Apartments
Garden
Aug 2008 Brighton, MA
1970
Wexford Village
Garden
Aug 2002 Worcester, MA 1974
Willow Bend
Windrift
Garden
May 1998
Rolling
Meadows, IL
1969
Garden
Mar 2001 Oceanside, CA
1987
521
611
226
940
246
303
372
150
126
219
266
184
152
492
902
473
588
324
640
85
180
40
534
240
282
178
303
161
78
399
96
120
250
92
91
588
180
103
264
328
404
48,362
72,578
15,300
10,472
19,595
4,684
3,773
1,883
18,179
3,455
30,579
2,120
12,430
22,433
68,230
25,178
51,292
32,842
18,200
1,780
5,587
107
8,871
13,593
—
2,430
15,198
1,536
5,274
3,268
4,748
7,476
8,630
9,693
6,450
29,110
4,504
7,920
6,349
2,717
24,960
125,464
136,503
—
47,301
14,838
11,713
19,443
6,712
30,132
17,157
30,638
11,286
8,060
24,095
45,562
28,786
36,808
84,457
57,198
37,428
7,284
1,025
9,347
130,893
12,181
22,029
9,773
18,011
18,763
10,089
4,861
48,871
6,818
35,974
28,101
11,064
11,347
17,939
15,437
17,590
19,328
53,638
345,748
18,457
14,045
25,655
4,537
84,629
4,490
7,475
35,086
5,754
5,512
15,751
72,578
15,300
10,472
19,595
4,684
3,773
1,883
18,179
3,455
30,579
2,120
12,430
22,433
68,230
155,831
53,638
393,049
33,295
25,758
45,098
11,249
114,761
21,647
38,113
46,372
13,814
29,607
61,313
228,409
68,938
403,521
52,890
30,442
48,871
13,132
132,940
25,102
68,692
48,492
26,244
52,040
129,543
(72,709 )
—
(119,350 )
(14,518 )
(16,449 )
(27,273 )
(7,401 )
(26,039 )
(14,617 )
(17,293 )
(23,386 )
(6,984 )
(20,050 )
(41,440 )
155,700
68,938
284,171
38,372
13,993
21,598
5,731
106,901
10,485
51,399
25,106
19,260
31,990
88,103
13,490
25,178
42,276
67,454
(26,610 )
40,844
27,916
25,729
25,345
402
3,642
410
8,078
3,053
1,705
51,292
32,842
18,200
1,780
5,587
107
8,871
13,593
—
2,430
64,724
110,186
82,543
37,830
10,926
1,435
116,016
143,028
100,743
39,610
16,513
1,542
(36,132 )
(14,179 )
(58,302 )
(836 )
(4,606 )
(1,256 )
79,884
128,849
42,441
38,774
11,907
286
17,425
133,946
31,018
133,946
(12,553 )
(2,879 )
18,465
131,067
13,886
16,316
(8,182 )
13,936
15,198
35,965
51,163
(18,825 )
9,280
2,746
37,904
2,314
4,553
16,008
4,493
5,590
8,222
15,205
6,299
4,245
19,609
21,487
1,536
5,274
3,268
4,748
7,476
8,630
9,693
6,450
29,110
4,504
7,920
6,349
2,717
24,960
19,053
20,757
56,667
12,403
9,414
64,879
11,311
41,564
36,323
26,269
17,646
22,184
35,046
39,077
20,589
26,031
59,935
17,151
16,890
73,509
21,004
48,014
65,433
30,773
25,566
28,533
37,763
64,037
(12,181 )
(3,110 )
(43,106 )
(5,294 )
(5,216 )
(30,510 )
(4,397 )
(8,694 )
(26,540 )
(12,394 )
(6,323 )
(12,980 )
(23,492 )
(23,762 )
8,134
32,338
8,408
22,921
16,829
11,857
11,674
42,999
16,607
39,320
38,893
18,379
19,243
15,553
14,271
40,275
Windsor Park
Garden
Mar 2001
Woodbridge,
VA
Yacht Club at Brickell
High Rise
Dec 2003 Miami, FL
Yorktown Apartments
High Rise
Dec 1999 Lombard, IL
Other (6)
Total Real Estate Segment
1987
1998
1971
220
357
364
—
4,279
31,362
3,055
5,135
35,625 1,846,000
15,970
32,214
18,162
—
3,494,014
6,217
16,715
52,436
20,914
4,279
31,362
3,055
5,135
3,058,051 1,756,525
22,187
48,929
70,598
20,914
6,552,065
26,466
80,291
73,653
26,049
8,308,590
F-43
(17,513 )
(29,697 )
(13,378 )
13,088
62,778
43,956
26,049
(2,585,115 ) 5,723,475
—
196,109
—
200,000
55,000
27,800
—
—
36,260
20,342
60,000
7,680
—
—
71,957
—
—
62,329
58,565
30,197
—
314
—
82,532
—
23,232
13,557
—
44,906
2,746
10,582
53,868
—
20,310
35,269
13,168
11,515
—
33,175
—
—
44,219
38,280
—
3,937,000
55,365
120,426
175,791
184,662
(82,367 )
102,295
144,030
Table of Contents
(1)
Initial Cost
Apartment
Date
Year Apartment
Buildings and
(2)
Cost
Capitalized
Subsequent
to
December 31, 2018
Buildings and
(3)
Accumulated
Total
Cost
(4)
Apartment Community Name
Type
Consolidated
Location
Built
Homes
Land
Improvements Consolidation
Land
Improvements
Total
Depreciation
(AD)
Net of
AD
Encumbrances
(1) Date we acquired the apartment community or first consolidated the partnership that owns the apartment community.
(2) Includes costs capitalized since acquisition or date of initial consolidation of the partnership/apartment community.
(3) The aggregate cost of land and depreciable property for federal income tax purposes was approximately $4.0 billion at December 31, 2018.
(4) Encumbrances are presented before reduction for debt issuance costs.
(5) The current carrying value of the apartment community reflects an impairment loss recognized during prior periods.
(6) Other includes land parcels and certain non-residential properties held for future development.
F-44
Table of Contents
APARTMENT INVESTMENT AND MANAGEMENT COMPANY
AIMCO PROPERTIES, L.P.
SCHEDULE III: REAL ESTATE AND ACCUMULATED DEPRECIATION
For the Years Ended December 31, 2018, 2017 and 2016
(In Thousands)
Real Estate Segment
Real Estate balance at beginning of year
Additions during the year:
Acquisitions
Capital additions
Deductions during the year:
Casualty and other write-offs (1)
Impairment of real estate
Amounts related to assets held for sale
Sales
Real Estate balance at end of year
Accumulated Depreciation balance at beginning of year
Additions during the year:
Depreciation
Deductions during the year:
Casualty and other write-offs (1)
Amounts related to assets held for sale
Sales
2018
2017
2016
$
7,927,753 $
7,931,117
$
7,744,894
501,009
344,501
(58,152 )
—
(83,905 )
(322,616 )
16,687
345,974
(106,590 )
(35,881 )
(38,208 )
(185,346 )
333,174
329,697
(170,744 )
—
—
(305,904 )
8,308,590 $
7,927,753
$
7,931,117
2,522,358 $
2,421,357
$
2,488,448
339,883
320,870
287,661
(57,067 )
(41,717 )
(178,342 )
(106,521 )
(20,383 )
(92,965 )
(169,098 )
—
(185,654 )
$
$
Accumulated depreciation balance at end of year
$
2,585,115 $
2,522,358
$
2,421,357
Asset Management Business
Real Estate balance at beginning of year
Additions during the year:
Capital additions
Deductions during the year:
Casualty and other write-offs (2)
Amounts related to assets held for sale
Sales
Real Estate balance at end of year
Accumulated Depreciation balance at beginning of year
Additions during the year:
Depreciation
Deductions during the year:
Casualty and other write-offs (2)
Amounts related to assets held for sale
Sales
$
551,124 $
555,049
$
562,589
$
$
4,226
8,255
8,909
6,603
—
(561,953 )
(1,711 )
—
(10,469 )
— $
551,124
$
(2,116 )
(2,801 )
(11,532 )
555,049
326,251 $
309,401
$
289,574
14,325
24,090
24,704
6,704
—
(347,280 )
(2,480 )
—
(4,760 )
(68 )
(1,525 )
(3,284 )
Accumulated depreciation balance at end of year
$
— $
326,251
$
309,401
(1) Includes the write-off of fully depreciated assets totaling $54.5 million, $106.4 million and $167.9 million, during the years ended December 31, 2018,
2017 and 2016, respectively.
(2) Includes the write-off of fully depreciated assets totaling $6.7 million and $1.8 million, during the years ended December 31, 2018 and 2017, respectively.
(Back To Top)
F-45
Section 2: EX-21.1 (EXHIBIT 21.1)
APARTMENT INVESTMENT AND MANAGEMENT COMPANY
AIMCO PROPERTIES, L.P.
LIST OF SUBSIDIARIES
ENTITY NAME
APARTMENT INVESTMENT AND MANAGEMENT COMPANY
APARTMENT INVESTMENT AND MANAGEMENT COMPANY
AIMCO-GP, INC.
AIMCO-LP TRUST
APARTMENT INVESTMENT AND MANAGEMENT COMPANY and AIMCO PROPERTIES, L.P.
AIMCO PROPERTIES, L.P.
AIMCO/BETHESDA HOLDINGS, INC.
AIC REIT PROPERTIES LLC
AIMCO 1582 FIRST AVENUE, LLC
AIMCO 159 FIRST STREET, LLC
AIMCO 173 EAST 90TH STREET, LLC
AIMCO 182-188 COLUMBUS AVENUE, LLC
AIMCO 21 FITZSIMONS LICENSE, LLC
AIMCO 21 FITZSIMONS, LLC
AIMCO 234 EAST 88TH ST, LLC
AIMCO 237 NINTH AVENUE, LLC
AIMCO 240 WEST 73RD STREET CO-OWNER, LLC
AIMCO 240 WEST 73RD STREET, LLC
AIMCO 270 THIRD STREET, LLC
AIMCO 306 EAST 89TH STREET, LLC
AIMCO 311/313 EAST 73RD STREET, LLC
AIMCO 3131 WALNUT STREET MEMBER I, LLC
AIMCO 3131 WALNUT STREET MEMBER II, LLC
AIMCO 3131 WALNUT STREET, LLC
AIMCO 322 EAST 61ST STREET, LLC
AIMCO 452 EAST 78TH STREET PROPERTY, LLC
AIMCO 464-466 AMSTERDAM 200-210 WEST 83RD STREET, LLC
AIMCO 510 EAST 88TH STREET PROPERTY, LLC
AIMCO 514 EAST 88TH STREET, LLC
AIMCO 518 EAST 88TH ST, LLC
AIMCO 777 SOUTH BROAD MEMBER, LLC
AIMCO 777 SOUTH BROAD, LLC
AIMCO 88TH STREET/SECOND AVENUE PROPERTIES, LLC
AIMCO ANGELES GP, LLC
AIMCO AVERY ROW NET LESSEE, LLC
AIMCO BALAYE APARTMENTS I, LLC
AIMCO BENT TREE, LLC
AIMCO BOSTON LOFTS, L.P.
AIMCO BRIAR RIDGE GP, LLC
AIMCO BRIAR RIDGE, L.P.
AIMCO BROADWAY LOFTS GP, LLC
AIMCO BROADWAY LOFTS, L.P.
AIMCO BUENA VISTA APARTMENTS GP, LLC
AIMCO BUENA VISTA APARTMENTS, L.P.
AIMCO BURKSHIRE COMMONS GP, LLC
Exhibit 21.1
STATE CODE
MD
DE
DE
DE
DE
DE
DE
DE
DE
DE
DE
DE
DE
DE
DE
DE
DE
DE
DE
DE
DE
DE
DE
DE
DE
DE
DE
DE
DE
DE
DE
DE
DE
DE
DE
DE
DE
DE
DE
DE
DE
DE
DE
AIMCO CALHOUN CLUB, L.L.C.
DE
APARTMENT INVESTMENT AND MANAGEMENT COMPANY
AIMCO PROPERTIES, L.P.
LIST OF SUBSIDIARIES
Exhibit 21.1
ENTITY NAME
AIMCO CALHOUN, INC.
AIMCO CALHOUN, L.L.C.
AIMCO CANYON TERRACE GP, LLC
AIMCO CANYON TERRACE, L.P.
AIMCO CHANTILLY GP, LLC
AIMCO CHESTNUT HALL GP, LLC
AIMCO CHESTNUT HALL LIMITED PARTNERSHIP
AIMCO CLEARING ACCOUNT, LLC
AIMCO COLUMBUS AVE., LLC
AIMCO EASTPOINTE, LLC
AIMCO ELM CREEK TOWNHOMES TWO, LLC
AIMCO ELM CREEK, L.P.
AIMCO ESPLANADE AVENUE APARTMENTS, LLC
AIMCO FITZSIMONS 3A LESSEE, LLC
AIMCO FITZSIMONS 3A LESSOR, LLC
AIMCO FITZSIMONS 3A, LLC
AIMCO FLAMINGO HEALTH CLUB, LLC
AIMCO FOXCHASE GP, LLC
AIMCO FOXCHASE, L.P.
AIMCO FRAMINGHAM, LLC
AIMCO GARDENS GP LLC
AIMCO GP LA, L.P.
AIMCO GRANADA, L.L.C.
AIMCO HILLMEADE, LLC
AIMCO HOLDINGS I, LLC
AIMCO HOLDINGS II, LLC
AIMCO HOLDINGS QRS, INC.
AIMCO HOLDINGS, L.P.
AIMCO HORIZONS WEST APARTMENTS, LLC
AIMCO HYDE PARK TOWER, L.L.C.
AIMCO INDIGO GP, LLC
AIMCO INDIGO, L.P.
AIMCO IPLP, L.P.
AIMCO KEY TOWERS, L.P.
AIMCO LA QRS, INC.
AIMCO LEAHY SQUARE APARTMENTS, LLC
AIMCO LOCUST ON THE PARK MEMBER I, LLC
AIMCO LOCUST ON THE PARK MEMBER II, LLC
AIMCO LOCUST ON THE PARK, LLC
AIMCO LP LA, LP
AIMCO MADERA VISTA, LLC
AIMCO MALIBU CANYON, LLC
AIMCO MAPLE BAY, L.L.C.
AIMCO MERRILL HOUSE, L.L.C.
AIMCO MEZZO, LLC
AIMCO MILAN, LLC
STATE CODE
DE
DE
DE
DE
DE
DE
DE
DE
DE
DE
DE
DE
DE
DE
DE
DE
DE
DE
DE
DE
DE
DE
DE
DE
DE
DE
DE
DE
DE
DE
DE
DE
DE
DE
DE
DE
DE
DE
DE
DE
DE
DE
DE
DE
DE
DE
APARTMENT INVESTMENT AND MANAGEMENT COMPANY
AIMCO PROPERTIES, L.P.
LIST OF SUBSIDIARIES
Exhibit 21.1
ENTITY NAME
AIMCO MONTEREY GROVE APARTMENTS TIC 2, LLC
AIMCO MONTEREY GROVE APARTMENTS, LLC
AIMCO N.P. LOFTS, L.P.
AIMCO NORTH ANDOVER, L.L.C.
AIMCO ONE CANAL, LLC
AIMCO OPPORTUNITY FUND 3A, LP
AIMCO OPPORTUNITY ZONE 3A BUSINESS, LP
AIMCO PACIFICA GP, LLC
AIMCO PACIFICA PARK, L.P.
AIMCO PALAZZO ACQUISITION, LLC
AIMCO PARK AND 12TH, LLC
AIMCO PARK LA BREA HOLDINGS, LLC
AIMCO PARK LA BREA SERVICES, LLC
AIMCO PARK LA BREA, INC.
AIMCO PATHFINDER VILLAGE APARTMENTS GP, LLC
AIMCO PATHFINDER VILLAGE APARTMENTS, L.P.
AIMCO PLEASANT STREET, LLC
AIMCO PROPERTIES FINANCE CORP.
AIMCO PROPERTIES FINANCE PARTNERSHIP, L.P.
AIMCO PROPERTIES, LLC
AIMCO PROSPECT 400 GP, LLC
AIMCO PROSPECT 400, L.P.
AIMCO QRS GP, LLC
AIMCO RIVER CLUB, LLC
AIMCO ROBIN DRIVE GP, LLC
AIMCO ROBIN DRIVE, L.P.
AIMCO ROYAL CREST - NASHUA, L.L.C.
AIMCO SAN BRUNO APARTMENTS PARTNERS, L.P.
AIMCO SCHAUMBURG-OXFORD, LLC
AIMCO SCOTCHOLLOW APARTMENTS GP, LLC
AIMCO SCOTCHOLLOW APARTMENTS, L.P.
AIMCO SELECT PROPERTIES, L.P.
AIMCO SERVICE COMPANY, LLC
AIMCO SOUTHSTAR LOFTS MEMBER I, LLC
AIMCO SOUTHSTAR LOFTS MEMBER II, LLC
AIMCO SOUTHSTAR LOFTS, LLC
AIMCO SUBSIDIARY REIT I, LLC
AIMCO SUNSET ESCONDIDO, L.L.C.
AIMCO TOWNSHIP AT HIGHLANDS APARTMENTS, LLC
AIMCO TREMONT, LLC
AIMCO VANTAGE POINTE, L.L.C.
AIMCO VENEZIA, LLC
AIMCO VILLA DEL SOL, L.P.
AIMCO WARWICK, L.L.C.
AIMCO WATERWAYS VILLAGE, LLC
AIMCO WAVERLY, LLC
STATE CODE
DE
DE
DE
DE
DE
DE
DE
DE
DE
DE
DE
DE
DE
MD
DE
DE
DE
DE
DE
DE
DE
DE
DE
DE
DE
DE
DE
DE
DE
DE
DE
DE
DE
DE
DE
DE
DE
DE
DE
DE
DE
DE
DE
DE
DE
DE
APARTMENT INVESTMENT AND MANAGEMENT COMPANY
AIMCO PROPERTIES, L.P.
LIST OF SUBSIDIARIES
Exhibit 21.1
ENTITY NAME
AIMCO WESTCHESTER PARK, LLC
AIMCO WEXFORD VILLAGE II, L.L.C.
AIMCO WEXFORD VILLAGE, L.L.C.
AIMCO YACHT CLUB AT BRICKELL, LLC
AIMCO YORKTOWN, L.P.
AIMCO/BETHESDA EMPLOYEE, L.L.C.
AIMCO/BLUFFS, L.L.C.
AIMCO/BRANDYWINE, L.P.
AIMCO/FARMINGDALE, L.L.C.
AIMCO/IPT, INC.
AIMCO/LAKE RIDGE, L.L.C.
AIMCO/LEXINGTON, L.L.C.
AIMCO/NASHUA, L.L.C.
AIMCO/NHP PROPERTIES, INC.
AIMCO/PARK TOWNE PLACE ASSOCIATES GP, LLC
AIMCO/RAVENSWORTH ASSOCIATES GP, LLC
AIMCO/SOUTHRIDGE, L.L.C.
AIMCO/SWAP, L.L.C.
AIMCO/WESTRIDGE, L.L.C.
AMBASSADOR APARTMENTS, L.P.
AMBASSADOR IX, INC.
AMBASSADOR IX, L.P.
AMREAL CORPORATION
ANGELES INCOME PROPERTIES 6, LP
ANGELES PARTNERS XII, LP
ANGELES REALTY CORPORATION II
AP XII TWIN LAKE TOWERS, LLC
BAY PARC PLAZA APARTMENTS, L.P.
BAYBERRY HILL, L.L.C.
BRIARCLIFFE-OXFORD ASSOCIATES LIMITED PARTNERSHIP
BROAD RIVER PROPERTIES, L.L.C.
BROOKWOOD LIMITED PARTNERSHIP
BURKSHIRE COMMONS APARTMENTS PARTNERS, L.P.
CALMARK HERITAGE PARK II LIMITED PARTNERSHIP
CALMARK INVESTORS, LTD., A CALIFORNIA LIMITED PARTNERSHIP
CAMARILLO-ROSEWOOD ASSOCIATES LIMITED PARTNERSHIP
CCIP PLANTATION GARDENS, L.L.C.
CCIP STERLING, L.L.C.
CCIP STERLING, L.P.
CCP IV ASSOCIATES, LTD.
CCP IV KNOLLWOOD, LLC
CCP/IV RESIDENTIAL GP, L.L.C.
CEDAR RIM APARTMENTS, LLC
CHANTILLY PARTNERS LIMITED PARTNERSHIP
CHURCH STREET ASSOCIATES LIMITED PARTNERSHIP
STATE CODE
DE
DE
DE
DE
DE
DE
DE
DE
DE
DE
DE
DE
DE
DE
DE
DE
DE
DE
DE
DE
DE
DE
SC
DE
DE
CA
DE
DE
DE
MI
DE
IL
DE
CA
CA
CA
DE
DE
PA
TX
DE
SC
DE
VA
IL
APARTMENT INVESTMENT AND MANAGEMENT COMPANY
AIMCO PROPERTIES, L.P.
LIST OF SUBSIDIARIES
Exhibit 21.1
ENTITY NAME
CONCAP EQUITIES, INC.
CONGRESS REALTY COMPANIES LIMITED PARTNERSHIP
CONGRESS REALTY CORP.
CONSOLIDATED CAPITAL INSTITUTIONAL PROPERTIES, LP
CONSOLIDATED CAPITAL PROPERTIES IV, LP
COOPER RIVER PROPERTIES, L.L.C.
CPF CREEKSIDE, LLC
CRC CONGRESS REALTY CORP.
FARMINGDALE-OXFORD ASSOCIATES LIMITED PARTNERSHIP
FLAMINGO SOUTH ACQUISITIONS, LLC
FOUR QUARTERS HABITAT APARTMENTS ASSOCIATES, LTD.
FOX CAPITAL MANAGEMENT CORPORATION
FOX PARTNERS
FOX REALTY INVESTORS
GEORGETOWN 20Y APARTMENTS, L.L.C.
GP REAL ESTATE SERVICES II INC.
GP-OP PROPERTY MANAGEMENT, LLC
HC/OAC, L.L.C.
HERITAGE PARK II INC.
HERITAGE PARK INVESTORS, INC.
HUNT CLUB PARTNERS, L.L.C.
IPLP ACQUISITION I LLC
ISTC CORPORATION
JAMES-OXFORD LIMITED PARTNERSHIP
LA BROADCAST CENTER GP LLC
LA BROADCAST CENTER QRS INC.
LA CRESCENT GARDENS GP LLC
LA CRESCENT GARDENS LP
LA CRESCENT GARDENS QRS INC.
LA HILLCRESTE APARTMENTS LLC
LA INDIAN OAKS GP LLC
LA INDIAN OAKS LP
LA LAKES GP LLC
LA LAKES LP
LA LAKES QRS INC.
LA MALIBU CANYON GP LLC
LA MALIBU CANYON LP
LA MALIBU CANYON QRS INC.
LA PARK LA BREA A LLC
LA PARK LA BREA B LLC
LA PARK LA BREA C LLC
LA PARK LA BREA LLC
LAC PROPERTIES GP II LIMITED PARTNERSHIP
LAC PROPERTIES GP III LIMITED PARTNERSHIP
LAC PROPERTIES OPERATING PARTNERSHIP, L.P.
LAC PROPERTIES QRS II INC.
STATE CODE
DE
MA
MA
DE
DE
DE
DE
MA
IL
DE
FL
CA
CA
CA
DE
DE
DE
MD
DE
CA
MD
DE
DE
MD
DE
DE
DE
DE
DE
DE
DE
DE
DE
DE
DE
DE
DE
DE
DE
DE
DE
DE
DE
DE
DE
DE
APARTMENT INVESTMENT AND MANAGEMENT COMPANY
AIMCO PROPERTIES, L.P.
LIST OF SUBSIDIARIES
Exhibit 21.1
ENTITY NAME
LAC PROPERTIES QRS III INC.
LAKE RIDGE-OXFORD ASSOCIATES LIMITED PARTNERSHIP
LAKERIDGE-ISLAND CLUB APARTMENTS PARTNERS, L.P.
LAZY HOLLOW PARTNERS
LEXINGTON-OXFORD ASSOCIATES L.P.
LINCOLN MARINERS ASSOCIATES LIMITED
LINCOLN PROPERTY COMPANY NO. 409, LTD.
MADISON RIVER PROPERTIES, L.L.C.
MAERIL, INC.
MAYER BEVERLY PARK LIMITED PARTNERSHIP
MCZ/CENTRUM FLAMINGO II, L.L.C.
MCZ/CENTRUM FLAMINGO III, L.L.C.
MONROE CORPORATION
MONROE-OXFORD ASSOCIATES LIMITED PARTNERSHIP
MORTON TOWERS APARTMENTS, L.P.
MORTON TOWERS HEALTH CLUB, LLC
NASHUA-OXFORD-BAY ASSOCIATES LIMITED PARTNERSHIP
NATIONAL BOSTON LOFTS ASSOCIATES, LLLP
NATIONAL CORPORATION FOR HOUSING PARTNERSHIPS
NATIONAL PROPERTY INVESTORS III, LP
NHP A&R SERVICES, LLC
NHP PARTNERS TWO LIMITED PARTNERSHIP
NHP-HG FOUR, INC.
NHPMN MANAGEMENT, L.P.
NHPMN MANAGEMENT, LLC
NHPMN-GP, INC.
NP BANK LOFTS ASSOCIATES, L.P.
NPI EQUITY INVESTMENTS II, INC.
NPI EQUITY INVESTMENTS, INC.
OAC INVESTMENT, INC.
OAC LIMITED PARTNERSHIP
OAMCO VII, L.L.C.
OAMCO XI, L.L.C.
OAMCO XIX, L.L.C.
OAMCO XIX, L.P.
OAMCO XVI, L.L.C.
OAMCO XXIII, L.L.C.
OP PROPERTY MANAGEMENT, L.P.
OP PROPERTY MANAGEMENT, LLC
OXFORD APARTMENT COMPANY, INC.
OXFORD ASSOCIATES '82 LIMITED PARTNERSHIP
OXFORD ASSOCIATES '84 LIMITED PARTNERSHIP
OXFORD ASSOCIATES '85 LIMITED PARTNERSHIP
OXFORD EQUITIES CORPORATION
OXFORD EQUITIES CORPORATION III
OXFORD HOLDING CORPORATION
STATE CODE
DE
MD
DE
CA
IN
CA
CA
DE
DE
CA
DE
DE
MD
MD
DE
DE
MD
CO
DC
DE
VA
DE
VA
DE
DE
DE
CO
FL
FL
MD
MD
DE
DE
DE
DE
DE
DE
DE
DE
MD
IN
MD
MD
IN
DE
MD
APARTMENT INVESTMENT AND MANAGEMENT COMPANY
AIMCO PROPERTIES, L.P.
LIST OF SUBSIDIARIES
Exhibit 21.1
ENTITY NAME
OXFORD INVESTMENT CORPORATION
OXFORD INVESTMENT II CORPORATION
OXFORD MANAGERS I LIMITED PARTNERSHIP
OXFORD PARTNERS X, L.L.C.
OXFORD REALTY FINANCIAL GROUP, INC.
OXFORD-COLUMBIA ASSOCIATES, A MARYLAND LIMITED PARTNERSHIP
PARK LA BREA ACQUISITION, LLC
PARK TOWNE PLACE ASSOCIATES LIMITED PARTNERSHIP
POST RIDGE ASSOCIATES, LTD., LIMITED PARTNERSHIP
RAVENSWORTH ASSOCIATES LIMITED PARTNERSHIP
RAVENSWORTH ASSOCIATES, LLC
REEDY RIVER PROPERTIES, L.L.C.
RESCORP DEVELOPMENT, INC.
RI-15 GP, LLC
RI-15 LIMITED PARTNERSHIP
RIVER LOFT APARTMENTS LIMITED PARTNERSHIP
RIVER LOFT ASSOCIATES LIMITED PARTNERSHIP
RIVERCREST APARTMENTS, L.P.
ROYAL CREST ESTATES (MARLBORO), L.L.C.
SOUTHRIDGE-OXFORD LIMITED PARTNERSHIP
ST. GEORGE VILLAS LIMITED PARTNERSHIP
THE NATIONAL HOUSING PARTNERSHIP
THE OAK PARK PARTNERSHIP LIMITED PARTNERSHIP
TUJUNGA GARDENS LIMITED PARTNERSHIP
WATERFORD VILLAGE, L.L.C.
WATERS LANDING PARTNERS, L.L.C.
WESTRIDGE-OXFORD LIMITED PARTNERSHIP
WILLIAMSBURG LIMITED PARTNERSHIP
WL/OAC, L.L.C.
ZIMCO XI L.L.C.
ZIMCO XVIII L.L.C.
ZIMCO/CHANTILLY CORPORATION
ZIMCO/MONROE CORPORATION XI
(Back To Top)
Section 3: EX-23.1 (EXHIBIT 23.1)
STATE CODE
MD
MD
MD
MD
MD
MD
DE
DE
TN
DE
DE
DE
IL
DE
DC
PA
MA
SC
DE
MD
SC
DC
IL
CA
DE
MD
MD
IL
MD
MD
MD
MD
MD
CONSENT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM
We consent to the incorporation by reference in the Registration Statements listed below of Apartment Investment and Management Company and
in the related Prospectuses of our reports dated February 19, 2019, with respect to the consolidated financial statements and the financial statement
schedule of Apartment Investment and Management Company, and the effectiveness of internal control over financial reporting of Apartment
Investment and Management Company, included in this Annual Report (Form 10-K) for the year ended December 31, 2018.
Exhibit 23.1
Form S-3 (No. 333-08997)
Form S-3 (No. 333-4546)
Form S-8 (No. 333-14481)
Form S-4 (No. 333-49075)
Form S-4 (No. 333-60663)
Form S-3 (No. 333-75109)
Form S-3 (No. 333-77257)
Form S-3 (No. 333-92743)
Form S-4 (No. 333-51154)
Form S-3 (No. 333-71002)
Form S-3 (No. 333-61409)
Form S-3 (No. 333-113977)
Form S-3 (No. 333-101735)
Form S-4 (No. 333-90588)
Form S-8 (No. 333-142467)
Form S-4 (No. 333-169353)
Form S-4 (No. 333-169871)
Form S-4 (No. 333-175842)
Form S-4 (No. 333-175846)
Form S-4 (No. 333-175850)
Form S-4 (No. 333-66207)
Form S-8 (No. 333-207828)
Form S-3 (No. 333-17431)
Form S-3 (No. 333-36531)
Form S-8 (No. 333-4550)
Form S-8 (No. 333-36803)
Form S-3 (No. 333-47201)
Form S-8 (No. 333-70409)
Form S-4 (No. 333-60355)
Form S-3 (No. 333-77067)
Form S-3 (No. 333-31718)
Form S-3 (No. 333-52808)
Form S-3 (No. 333-73162)
Form S-3 (No. 333-71452)
Form S-4 (No. 333-39357)
Form S-3 (No. 333-130735)
Form S-4 (No. 333-136801)
Form S-3 (No. 333-150342)
Form S-4 (No. 333-169869)
Form S-4 (No. 333-169872)
Form S-4 (No. 333-175843)
Form S-4 (No. 333-175847)
Form S-4 (No. 333-186965)
Form S-8 (No. 333-225037)
/s/ ERNST & YOUNG LLP
Form S-3ASR (No. 333-217456)
Form S-3 (No. 333-828)
Form S-3 (No. 333-20755)
Form S-3 (No. 333-36537)
Form S-8 (No. 333-4548)
Form S-8 (No. 333-41719)
Form S-8 (No. 333-57617)
Form S-3 (No. 333-69121)
Form S-8 (No. 333-75349)
Form S-3 (No. 333-81689)
Form S-3 (No. 333-50742)
Form S-3 (No. 333-64460)
Form S-3 (No. 333-26415)
Form S-3 (No. 333-85844)
Form S-3 (No. 333-86200)
Form S-4 (No. 333-90590)
Form S-8 (No. 333-142466)
Form S-4 (No. 333-169870)
Form S-4 (No. 333-169873)
Form S-4 (No. 333-175848)
Form S-4 (No. 333-175853)
Form S-8 (No. 333-207826)
Denver, Colorado
February 19, 2019
(Back To Top)
Section 4: EX-23.2 (EXHIBIT 23.2)
CONSENT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM
Exhibit 23.2
We consent to the incorporation by reference in the Registration Statements listed below of AIMCO Properties, L.P. and in the related Prospectuses
of our reports dated February 19, 2019, with respect to the consolidated financial statements and the financial statement schedule of AIMCO
Properties, L.P., and the effectiveness of internal control over financial reporting of AIMCO Properties, L.P., included in this Annual Report (Form
10-K) for the year ended December 31, 2018.
Form S-3ASR No. 333-217456-01
Form S-4 No. 333-60355-01
Form S-4 No. 333-90588-01
Form S-4 No. 333-90590-01
Form S-4 No. 333-136801-01
Form S-4 No. 333-169353-01
Form S-4 No. 333-169869-01
Form S-4 No. 333-169870-01
Form S-4 No. 333-169871-01
Form S-4 No. 333-169872-01
Form S-4 No. 333-169873-01
Form S-4 No. 333-175842-01
Form S-4 No. 333-175843-01
Form S-4 No. 333-175846-01
Form S-4 No. 333-175847-01
Form S-4 No. 333-175848-01
Form S-4 No. 333-175849-01
Form S-4 No. 333-175850-01
Form S-4 No. 333-175853-01
Form S-4 No. 333-186965-01
Form S-8 No. 333-225037
Denver, Colorado
February 19, 2019
(Back To Top)
/s/ ERNST & YOUNG LLP
Section 5: EX-31.1 (EXHIBIT 31.1)
Exhibit 31.1
CHIEF EXECUTIVE OFFICER CERTIFICATION
I, Terry Considine, certify that:
1.
I have reviewed this annual report on Form 10-K of Apartment Investment and Management Company;
2. Based on my knowledge, this report does not contain any untrue statement of a material fact or omit to state a material fact necessary to make
the statements made, in light of the circumstances under which such statements were made, not misleading with respect to the period covered
by this report;
3. Based on my knowledge, the financial statements, and other financial information included in this report, fairly present in all material respects
the financial condition, results of operations and cash flows of the registrant as of, and for, the periods presented in this report;
4. The registrant’s other certifying officers and I are responsible for establishing and maintaining disclosure controls and procedures (as defined
in Exchange Act Rules 13a-15(e) and 15d-15(e)) and internal control over financial reporting (as defined in Exchange Act Rules 13a-15(f) and
15d-15(f)) for the registrant and have:
(a) Designed such disclosure controls and procedures, or caused such disclosure controls and procedures to be designed under our
supervision, to ensure that material information relating to the registrant, including its consolidated subsidiaries, is made known to us by
others within those entities, particularly during the period in which this report is being prepared;
(b) Designed such internal control over financial reporting, or caused such internal control over financial reporting to be designed under our
supervision, to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for
external purposes in accordance with generally accepted accounting principles;
(c) Evaluated the effectiveness of the registrant’s disclosure controls and procedures and presented in this report our conclusions about the
effectiveness of the disclosure controls and procedures, as of the end of the period covered by this report based on such evaluation; and
(d) Disclosed in this report any change in the registrant’s internal control over financial reporting that occurred during the registrant’s most
recent fiscal quarter (the registrant’s fourth fiscal quarter in the case of an annual report) that has materially affected, or is reasonably likely
to materially affect, the registrant’s internal control over financial reporting; and
5. The registrant’s other certifying officers and I have disclosed, based on our most recent evaluation of internal control over financial reporting,
to the registrant’s auditors and the audit committee of the registrant’s board of directors (or persons performing the equivalent functions):
(a) All significant deficiencies and material weaknesses in the design or operation of internal control over financial reporting which are
reasonably likely to adversely affect the registrant’s ability to record, process, summarize and report financial information; and
(b) Any fraud, whether or not material, that involves management or other employees who have a significant role in the registrant’s internal
control over financial reporting.
Date: February 19, 2019
(Back To Top)
Section 6: EX-31.2 (EXHIBIT 31.2)
/s/ Terry Considine
Terry Considine
Chairman and Chief Executive Officer
Exhibit 31.2
CHIEF FINANCIAL OFFICER CERTIFICATION
I, Paul Beldin, certify that:
1.
I have reviewed this annual report on Form 10-K of Apartment Investment and Management Company;
2. Based on my knowledge, this report does not contain any untrue statement of a material fact or omit to state a material fact necessary to make
the statements made, in light of the circumstances under which such statements were made, not misleading with respect to the period covered
by this report;
3. Based on my knowledge, the financial statements, and other financial information included in this report, fairly present in all material respects
the financial condition, results of operations and cash flows of the registrant as of, and for, the periods presented in this report;
4. The registrant’s other certifying officers and I are responsible for establishing and maintaining disclosure controls and procedures (as defined
in Exchange Act Rules 13a-15(e) and 15d-15(e)) and internal control over financial reporting (as defined in Exchange Act Rules 13a-15(f) and
15d-15(f)) for the registrant and have:
(a) Designed such disclosure controls and procedures, or caused such disclosure controls and procedures to be designed under our
supervision, to ensure that material information relating to the registrant, including its consolidated subsidiaries, is made known to us by
others within those entities, particularly during the period in which this report is being prepared;
(b) Designed such internal control over financial reporting, or caused such internal control over financial reporting to be designed under our
supervision, to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for
external purposes in accordance with generally accepted accounting principles;
(c) Evaluated the effectiveness of the registrant’s disclosure controls and procedures and presented in this report our conclusions about the
effectiveness of the disclosure controls and procedures, as of the end of the period covered by this report based on such evaluation; and
(d) Disclosed in this report any change in the registrant’s internal control over financial reporting that occurred during the registrant’s most
recent fiscal quarter (the registrant’s fourth fiscal quarter in the case of an annual report) that has materially affected, or is reasonably likely
to materially affect, the registrant’s internal control over financial reporting; and
5. The registrant’s other certifying officers and I have disclosed, based on our most recent evaluation of internal control over financial reporting,
to the registrant’s auditors and the audit committee of the registrant’s board of directors (or persons performing the equivalent functions):
(a) All significant deficiencies and material weaknesses in the design or operation of internal control over financial reporting which are
reasonably likely to adversely affect the registrant’s ability to record, process, summarize and report financial information; and
(b) Any fraud, whether or not material, that involves management or other employees who have a significant role in the registrant’s internal
control over financial reporting.
Date: February 19, 2019
/s/ Paul Beldin
Paul Beldin
Executive Vice President and Chief
Financial Officer
(Back To Top)
Section 7: EX-31.3 (EXHIBIT 31.3)
CHIEF EXECUTIVE OFFICER CERTIFICATION
Exhibit 31.3
I, Terry Considine, certify that:
1.
I have reviewed this annual report on Form 10-K of AIMCO Properties, L.P.;
2. Based on my knowledge, this report does not contain any untrue statement of a material fact or omit to state a material fact necessary to make
the statements made, in light of the circumstances under which such statements were made, not misleading with respect to the period covered
by this report;
3. Based on my knowledge, the financial statements, and other financial information included in this report, fairly present in all material respects
the financial condition, results of operations and cash flows of the registrant as of, and for, the periods presented in this report;
4. The registrant’s other certifying officers and I are responsible for establishing and maintaining disclosure controls and procedures (as defined
in Exchange Act Rules 13a-15(e) and 15d-15(e)) and internal control over financial reporting (as defined in Exchange Act Rules 13a-15(f) and
15d-15(f)) for the registrant and have:
(a) Designed such disclosure controls and procedures, or caused such disclosure controls and procedures to be designed under our
supervision, to ensure that material information relating to the registrant, including its consolidated subsidiaries, is made known to us by
others within those entities, particularly during the period in which this report is being prepared;
(b) Designed such internal control over financial reporting, or caused such internal control over financial reporting to be designed under our
supervision, to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for
external purposes in accordance with generally accepted accounting principles;
(c) Evaluated the effectiveness of the registrant’s disclosure controls and procedures and presented in this report our conclusions about the
effectiveness of the disclosure controls and procedures, as of the end of the period covered by this report based on such evaluation; and
(d) Disclosed in this report any change in the registrant’s internal control over financial reporting that occurred during the registrant’s most
recent fiscal quarter (the registrant’s fourth fiscal quarter in the case of an annual report) that has materially affected, or is reasonably likely
to materially affect, the registrant’s internal control over financial reporting; and
5. The registrant’s other certifying officers and I have disclosed, based on our most recent evaluation of internal control over financial reporting,
to the registrant’s auditors and the audit committee of the registrant’s board of directors (or persons performing the equivalent functions):
(a) All significant deficiencies and material weaknesses in the design or operation of internal control over financial reporting which are
reasonably likely to adversely affect the registrant’s ability to record, process, summarize and report financial information; and
(b) Any fraud, whether or not material, that involves management or other employees who have a significant role in the registrant’s internal
control over financial reporting.
Date: February 19, 2019
/s/ Terry Considine
Terry Considine
Chairman and Chief Executive Officer
(Back To Top)
Section 8: EX-31.4 (EXHIBIT 31.4)
CHIEF FINANCIAL OFFICER CERTIFICATION
Exhibit 31.4
I, Paul Beldin, certify that:
1.
I have reviewed this annual report on Form 10-K of AIMCO Properties, L.P.;
2. Based on my knowledge, this report does not contain any untrue statement of a material fact or omit to state a material fact necessary to make
the statements made, in light of the circumstances under which such statements were made, not misleading with respect to the period covered
by this report;
3. Based on my knowledge, the financial statements, and other financial information included in this report, fairly present in all material respects
the financial condition, results of operations and cash flows of the registrant as of, and for, the periods presented in this report;
4. The registrant’s other certifying officers and I are responsible for establishing and maintaining disclosure controls and procedures (as defined
in Exchange Act Rules 13a-15(e) and 15d-15(e)) and internal control over financial reporting (as defined in Exchange Act Rules 13a-15(f) and
15d-15(f)) for the registrant and have:
(a) Designed such disclosure controls and procedures, or caused such disclosure controls and procedures to be designed under our
supervision, to ensure that material information relating to the registrant, including its consolidated subsidiaries, is made known to us by
others within those entities, particularly during the period in which this report is being prepared;
(b) Designed such internal control over financial reporting, or caused such internal control over financial reporting to be designed under our
supervision, to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for
external purposes in accordance with generally accepted accounting principles;
(c) Evaluated the effectiveness of the registrant’s disclosure controls and procedures and presented in this report our conclusions about the
effectiveness of the disclosure controls and procedures, as of the end of the period covered by this report based on such evaluation; and
(d) Disclosed in this report any change in the registrant’s internal control over financial reporting that occurred during the registrant’s most
recent fiscal quarter (the registrant’s fourth fiscal quarter in the case of an annual report) that has materially affected, or is reasonably likely
to materially affect, the registrant’s internal control over financial reporting; and
5. The registrant’s other certifying officers and I have disclosed, based on our most recent evaluation of internal control over financial reporting,
to the registrant’s auditors and the audit committee of the registrant’s board of directors (or persons performing the equivalent functions):
(a) All significant deficiencies and material weaknesses in the design or operation of internal control over financial reporting which are
reasonably likely to adversely affect the registrant’s ability to record, process, summarize and report financial information; and
(b) Any fraud, whether or not material, that involves management or other employees who have a significant role in the registrant’s internal
control over financial reporting.
Date: February 19, 2019
/s/ Paul Beldin
Paul Beldin
Executive Vice President and Chief Financial Officer
(Back To Top)
Section 9: EX-32.1 (EXHIBIT 32.1)
Certification of CEO Pursuant to
Exhibit 32.1
18 U.S.C. Section 1350,
As Adopted Pursuant to
Section 906 of the Sarbanes-Oxley Act of 2002
In connection with the annual report of Apartment Investment and Management Company (the “Company”) on Form 10-K for the period ended
December 31, 2018 as filed with the Securities and Exchange Commission on the date hereof (the “Report”), I certify, pursuant to 18 U.S.C. § 1350, as
adopted pursuant to § 906 of the Sarbanes-Oxley Act of 2002, to the best of my knowledge, that:
(1)
The Report fully complies with the requirements of section 13(a) or 15(d) of the Securities Exchange Act of 1934; and
(2)
The information contained in the Report fairly presents, in all material respects, the financial condition and results of operations of
the Company.
/s/ Terry Considine
Terry Considine
Chairman and Chief Executive Officer
February 19, 2019
(Back To Top)
Section 10: EX-32.2 (EXHIBIT 32.2)
Certification of CFO Pursuant to
18 U.S.C. Section 1350,
As Adopted Pursuant to
Section 906 of the Sarbanes-Oxley Act of 2002
Exhibit 32.2
In connection with the annual report of Apartment Investment and Management Company (the “Company”) on Form 10-K for the period ended
December 31, 2018 as filed with the Securities and Exchange Commission on the date hereof (the “Report”), I certify, pursuant to 18 U.S.C. § 1350, as
adopted pursuant to § 906 of the Sarbanes-Oxley Act of 2002, to the best of my knowledge, that:
(1)
The Report fully complies with the requirements of section 13(a) or 15(d) of the Securities Exchange Act of 1934; and
(2)
The information contained in the Report fairly presents, in all material respects, the financial condition and results of operations of
the Partnership.
/s/ Paul Beldin
Paul Beldin
Executive Vice President and Chief Financial Officer
February 19, 2019
(Back To Top)
Section 11: EX-32.3 (EXHIBIT 32.3)
Certification of CEO Pursuant to
18 U.S.C. Section 1350,
As Adopted Pursuant to
Exhibit 32.3
Section 906 of the Sarbanes-Oxley Act of 2002
In connection with the annual report of AIMCO Properties, L.P. (the “Partnership”) on Form 10-K for the period ended December 31, 2018 as filed
with the Securities and Exchange Commission on the date hereof (the “Report”), I, Terry Considine, as Chief Executive Officer of the Partnership
hereby certify, pursuant to 18 U.S.C. § 1350, as adopted pursuant to § 906 of the Sarbanes-Oxley Act of 2002, to the best of my knowledge, that:
(1)
The Report fully complies with the requirements of section 13(a) or 15(d) of the Securities Exchange Act of 1934; and
(2)
The information contained in the Report fairly presents, in all material respects, the financial condition and results of operations of
the Company.
/s/ Terry Considine
Terry Considine
Chairman and Chief Executive Officer
February 19, 2019
(Back To Top)
Section 12: EX-32.4 (EXHIBIT 32.4)
Certification of CFO Pursuant to
18 U.S.C. Section 1350,
As Adopted Pursuant to
Section 906 of the Sarbanes-Oxley Act of 2002
Exhibit 32.4
In connection with the annual report of AIMCO Properties, L.P. (the “Partnership”) on Form 10-K for the period ended December 31, 2018 as filed
with the Securities and Exchange Commission on the date hereof (the “Report”), I, Paul Beldin, as Chief Financial Officer of the Partnership hereby
certify, pursuant to 18 U.S.C. § 1350, as adopted pursuant to § 906 of the Sarbanes-Oxley Act of 2002, to the best of my knowledge, that:
(1)
The Report fully complies with the requirements of section 13(a) or 15(d) of the Securities Exchange Act of 1934; and
(2)
The information contained in the Report fairly presents, in all material respects, the financial condition and results of operations of
the Company.
/s/ Paul Beldin
Paul Beldin
Executive Vice President and Chief Financial Officer
February 19, 2019
(Back To Top)
Section 13: EX-99.1 (EXHIBIT 99.1)
Agreement Regarding Disclosure of Long-Term Debt Instruments
Exhibit 99.1
In reliance upon Item 601(b)(4)(iii)(A) of Regulation S-K, Apartment Investment and Management Company, a Maryland corporation (the
"Company"), has not filed as an exhibit to its annual report on Form 10-K for the annual period ended December 31, 2018, any instrument with
respect to long-term debt not being registered where the total amount of securities authorized thereunder does not exceed ten percent of the total
assets of the Company and its subsidiaries on a consolidated basis. Pursuant to Item 601(b)(4)(iii)(A) of Regulation S-K, the Company hereby
agrees to furnish a copy of any such agreement to the Securities and Exchange Commission upon request.
By:
/s/ Paul Beldin
Paul Beldin
Executive Vice President and Chief Financial
Officer
February 19, 2019
(Back To Top)
Section 14: EX-99.2 (EXHIBIT 99.2)
Agreement Regarding Disclosure of Long-Term Debt Instruments
Exhibit 99.2
In reliance upon Item 601(b)(4)(iii)(A) of Regulation S-K, AIMCO Properties, L.P., a Delaware limited partnership (the "Partnership"), has not
filed as an exhibit to its annual report on Form 10-K for the annual period ended December 31, 2018, any instrument with respect to long-term debt
not being registered where the total amount of securities authorized thereunder does not exceed ten percent of the total assets of the Partnership
and its subsidiaries on a consolidated basis. Pursuant to Item 601(b)(4)(iii)(A) of Regulation S-K, the Partnership hereby agrees to furnish a copy of
any such agreement to the Securities and Exchange Commission upon request.
By:
/s/ Paul Beldin
Paul Beldin
Executive Vice President and Chief Financial
Officer
February 19, 2019
(Back To Top)