UNITED STATES | |
SECURITIES AND EXCHANGE COMMISSION | |
Washington, D.C. 20549 | |
___________________________________________________________________________ | |
Form 10-Q | |
(Mark One) | |
x | QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 |
For the quarterly period ended March 31, 2019 | |
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) | 84-1259577 | ||
Delaware (AIMCO Properties, L.P.) | 84-1275621 | ||
(State or other jurisdiction of incorporation or organization) | (I.R.S. Employer Identification No.) | ||
4582 South Ulster Street, Suite 1100 | |||
Denver, Colorado | 80237 | ||
(Address of principal executive offices) | (Zip Code) | ||
(303) 757-8101 | |||
(Registrant’s telephone number, including area code) | |||
Not Applicable | |||
(Former name, former address, and former fiscal year, if changed since last report) |
Indicate by check mark whether the registrant (1) has filed all reports required to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during the preceding 12 months (or for such shorter period that the registrant was required to file such reports), and (2) has been subject to such filing requirements for the past 90 days. | |
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 and posted pursuant to Rule 405 of Regulation S-T (§232.405 of this chapter) during the preceding 12 months (or for such shorter period that the registrant was required to submit and post such files). | |
Apartment Investment and Management Company: Yes x No o | AIMCO Properties, L.P.: Yes x No o |
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. (Check one): | ||||
Apartment Investment and Management Company: | ||||
Large accelerated filer | x | Accelerated filer | o | |
Non-accelerated filer | o | (Do not check if a smaller reporting company) | Smaller reporting company | o |
Emerging growth company | o | |||
AIMCO Properties, L.P.: | ||||
Large accelerated filer | o | Accelerated filer | x | |
Non-accelerated filer | o | (Do not check if a smaller reporting company) | Smaller reporting company | o |
Emerging growth company | 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 | |
Securities registered pursuant to Section 12(b) of the Act: | ||||||||
Title of each class | Trading Symbol(s) | Name of each exchange on which registered | ||||||
Aimco Investment and Management Company Class A Common Stock | AIV | New York Stock Exchange |
_________________________________________________________________________________________________________________________________________________________________________________________________________________________________________________________________ |
The number of shares of Apartment Investment and Management Company Class A Common Stock outstanding as of May 2, 2019: 148,828,469 |
The number of AIMCO Properties, L.P. Partnership Common Units outstanding as of May 2, 2019: 158,492,651 |
• | 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. |
Page | ||
ITEM 1. | ||
Condensed Consolidated Balance Sheets (Unaudited) | ||
Condensed Consolidated Statements of Operations (Unaudited) | ||
Condensed Consolidated Statements of Equity (Unaudited) | ||
Condensed Consolidated Statements of Cash Flows (Unaudited) | ||
Condensed Consolidated Balance Sheets (Unaudited) | ||
Condensed Consolidated Statements of Operations (Unaudited) | ||
Condensed Consolidated Statements of Partners’ Capital (Unaudited) | ||
Condensed Consolidated Statements of Cash Flows (Unaudited) | ||
ITEM 2. | ||
ITEM 3. | ||
ITEM 4. | ||
ITEM 1A. | ||
ITEM 2. | ||
ITEM 6. | ||
Signatures | . |
ITEM 1. | Financial Statements |
March 31, 2019 | December 31, 2018 | ||||||
ASSETS | |||||||
Buildings and improvements | $ | 6,493,539 | $ | 6,552,065 | |||
Land | 1,731,980 | 1,756,525 | |||||
Total real estate | 8,225,519 | 8,308,590 | |||||
Accumulated depreciation | (2,581,666 | ) | (2,585,115 | ) | |||
Net real estate | 5,643,853 | 5,723,475 | |||||
Cash and cash equivalents | 162,286 | 36,858 | |||||
Restricted cash | 36,103 | 35,737 | |||||
Other assets | 441,527 | 351,541 | |||||
Assets held for sale | — | 42,393 | |||||
Total assets | $ | 6,283,769 | $ | 6,190,004 | |||
LIABILITIES AND EQUITY | |||||||
Non-recourse property debt, net | $ | 3,859,023 | $ | 3,915,305 | |||
Revolving credit facility borrowings | 70,000 | 160,360 | |||||
Total indebtedness | 3,929,023 | 4,075,665 | |||||
Accrued liabilities and other | 293,279 | 226,230 | |||||
Liabilities related to assets held for sale | — | 23,177 | |||||
Total liabilities | 4,222,302 | 4,325,072 | |||||
Preferred noncontrolling interests in Aimco Operating Partnership | 101,195 | 101,291 | |||||
Commitments and contingencies (Note 5) | |||||||
Equity: | |||||||
Perpetual Preferred Stock | 125,000 | 125,000 | |||||
Common Stock, $0.01 par value, 500,787,260 shares authorized, 148,758,031 and 144,623,034 shares issued/outstanding at March 31, 2019 and December 31, 2018, respectively | 1,488 | 1,446 | |||||
Additional paid-in capital | 3,495,295 | 3,515,686 | |||||
Accumulated other comprehensive income | 4,851 | 4,794 | |||||
Distributions in excess of earnings | (1,742,998 | ) | (1,947,507 | ) | |||
Total Aimco equity | 1,883,636 | 1,699,419 | |||||
Noncontrolling interests in consolidated real estate partnerships | (2,857 | ) | (2,967 | ) | |||
Common noncontrolling interests in Aimco Operating Partnership | 79,493 | 67,189 | |||||
Total equity | 1,960,272 | 1,763,641 | |||||
Total liabilities and equity | $ | 6,283,769 | $ | 6,190,004 |
Three Months Ended | |||||||
March 31, | |||||||
2019 | 2018 | ||||||
REVENUES | |||||||
Rental and other property revenues attributable to real estate | $ | 230,235 | $ | 225,393 | |||
Asset Management business rental and tax credit revenues | — | 22,327 | |||||
Total revenues | 230,235 | 247,720 | |||||
OPERATING EXPENSES | |||||||
Property operating expenses attributable to real estate | 79,184 | 78,287 | |||||
Property operating expenses of partnerships served by Asset Management business | — | 9,195 | |||||
Depreciation and amortization | 93,565 | 92,548 | |||||
General and administrative expenses | 10,369 | 11,355 | |||||
Other expenses, net | 5,703 | 2,958 | |||||
Total operating expenses | 188,821 | 194,343 | |||||
Interest income | 2,726 | 2,172 | |||||
Interest expense | (41,409 | ) | (47,795 | ) | |||
Gain on dispositions of real estate | 291,473 | 53,195 | |||||
Other, net | 72 | 224 | |||||
Income before income tax (expense) benefit | 294,276 | 61,173 | |||||
Income tax (expense) benefit | (2,981 | ) | 34,517 | ||||
Net income | 291,295 | 95,690 | |||||
Noncontrolling interests: | |||||||
Net income attributable to noncontrolling interests in consolidated real estate partnerships | (91 | ) | (6,206 | ) | |||
Net income attributable to preferred noncontrolling interests in Aimco Operating Partnership | (1,934 | ) | (1,937 | ) | |||
Net income attributable to common noncontrolling interests in Aimco Operating Partnership | (15,137 | ) | (3,755 | ) | |||
Net income attributable to noncontrolling interests | (17,162 | ) | (11,898 | ) | |||
Net income attributable to Aimco | 274,133 | 83,792 | |||||
Net income attributable to Aimco preferred stockholders | (2,148 | ) | (2,148 | ) | |||
Net income attributable to participating securities | (417 | ) | (119 | ) | |||
Net income attributable to Aimco common stockholders | $ | 271,568 | $ | 81,525 | |||
Net income attributable to Aimco per common share – basic and diluted | $ | 1.88 | $ | 0.54 | |||
Weighted average common shares outstanding – basic | 144,232 | 151,872 | |||||
Weighted average common shares outstanding – diluted | 144,445 | 152,000 |
Three Months Ended | |||||||
March 31, | |||||||
2019 | 2018 | ||||||
Net income | $ | 291,295 | $ | 95,690 | |||
Other comprehensive gain (loss): | |||||||
Unrealized gains (losses) on available for sale debt securities | 61 | (600 | ) | ||||
Unrealized gains on interest rate swaps | — | 419 | |||||
Losses on interest rate swaps reclassified into earnings from accumulated other comprehensive loss | — | 119 | |||||
Other comprehensive gain (loss) | 61 | (62 | ) | ||||
Comprehensive income | 291,356 | 95,628 | |||||
Comprehensive income attributable to noncontrolling interests | (17,166 | ) | (11,895 | ) | |||
Comprehensive income attributable to Aimco | $ | 274,190 | $ | 83,733 |
Preferred Stock | Common Stock | Additional Paid-in Capital | Accumulated Other Comprehensive Income (Loss) | Distributions in Excess of Earnings | Total Aimco Equity | Common Noncontrolling interests in Aimco Operating Partnerships | Noncontrolling interests in consolidated real estate partnerships | Total Equity | |||||||||||||||||||||||||||||||||
Shares Issued | Amount | Shares Issued | Amount | ||||||||||||||||||||||||||||||||||||||
Balances at December 31, 2017 | 5,000 | $ | 125,000 | 152,435 | $ | 1,524 | $ | 3,900,090 | $ | 3,603 | $ | (2,367,073 | ) | $ | 1,663,144 | $ | (5,675 | ) | $ | (1,716 | ) | $ | 1,655,753 | ||||||||||||||||||
Redemption of Aimco Operating Partnership Units | — | — | — | — | — | — | — | — | (6,963 | ) | — | (6,963 | ) | ||||||||||||||||||||||||||||
Amortization of share-based compensation cost | — | — | 19 | — | 2,631 | — | — | 2,631 | 357 | — | 2,988 | ||||||||||||||||||||||||||||||
Effect in changes in ownership for consolidated entities | — | — | — | — | (17,486 | ) | — | — | (17,486 | ) | 6,579 | — | (10,907 | ) | |||||||||||||||||||||||||||
Change in accumulated other comprehensive income | — | — | — | — | — | (59 | ) | — | (59 | ) | (3 | ) | — | (62 | ) | ||||||||||||||||||||||||||
Other, net | — | — | 114 | 1 | 92 | — | — | 93 | — | — | 93 | ||||||||||||||||||||||||||||||
Net income | — | — | — | — | — | — | 83,792 | 83,792 | 3,755 | 6,206 | 93,753 | ||||||||||||||||||||||||||||||
Distributions to noncontrolling interests | — | — | — | — | — | — | — | — | — | (7,245 | ) | (7,245 | ) | ||||||||||||||||||||||||||||
Cash dividends paid to Common Stock holders | — | — | — | — | — | — | (59,777 | ) | (59,777 | ) | (2,838 | ) | — | (62,615 | ) | ||||||||||||||||||||||||||
Cash dividends paid to Preferred Stock holders | — | — | — | — | — | — | (2,148 | ) | (2,148 | ) | — | — | (2,148 | ) | |||||||||||||||||||||||||||
Balances at March 31, 2018 | 5,000 | $ | 125,000 | 152,568 | $ | 1,525 | $ | 3,885,327 | $ | 3,544 | $ | (2,345,206 | ) | $ | 1,670,190 | $ | (4,788 | ) | $ | (2,755 | ) | $ | 1,662,647 | ||||||||||||||||||
Balances at December 31, 2018 | 5,000 | $ | 125,000 | 144,623 | $ | 1,446 | $ | 3,515,686 | $ | 4,794 | $ | (1,947,507 | ) | $ | 1,699,419 | $ | 67,189 | $ | (2,967 | ) | $ | 1,763,641 | |||||||||||||||||||
Repurchases of Common Stock | — | — | (461 | ) | (5 | ) | (20,677 | ) | — | — | (20,682 | ) | — | — | (20,682 | ) | |||||||||||||||||||||||||
Redemption of Aimco Operating Partnership Units | — | — | — | — | — | — | — | — | (2,557 | ) | — | (2,557 | ) | ||||||||||||||||||||||||||||
Amortization of share-based compensation cost | — | — | 22 | — | 2,442 | — | — | 2,442 | 796 | — | 3,238 | ||||||||||||||||||||||||||||||
Effect in changes in ownership for consolidated entities | — | — | — | — | (2,168 | ) | — | — | (2,168 | ) | 2,168 | — | — | ||||||||||||||||||||||||||||
Change in accumulated other comprehensive income | — | — | — | — | — | 57 | — | 57 | 4 | — | 61 | ||||||||||||||||||||||||||||||
Other, net | — | — | 82 | 2 | 57 | — | — | 59 | — | 19 | 78 | ||||||||||||||||||||||||||||||
Net income | — | — | — | — | — | — | 274,133 | 274,133 | 15,137 | 91 | 289,361 | ||||||||||||||||||||||||||||||
Distributions to noncontrolling interests | — | — | — | — | — | — | — | — | (3,244 | ) | — | (3,244 | ) | ||||||||||||||||||||||||||||
Cash dividends paid to Common Stock holders | — | — | — | — | — | — | (67,476 | ) | (67,476 | ) | — | — | (67,476 | ) | |||||||||||||||||||||||||||
Common Stock issued in special dividend | — | — | 4,492 | 45 | (45 | ) | — | — | — | — | — | — | |||||||||||||||||||||||||||||
Cash dividends paid to Preferred Stock holders | — | — | — | — | — | — | (2,148 | ) | (2,148 | ) | — | — | (2,148 | ) | |||||||||||||||||||||||||||
Balances at March 31, 2019 | 5,000 | $ | 125,000 | 148,758 | $ | 1,488 | $ | 3,495,295 | $ | 4,851 | $ | (1,742,998 | ) | $ | 1,883,636 | $ | 79,493 | $ | (2,857 | ) | $ | 1,960,272 |
Three Months Ended | |||||||
March 31, | |||||||
2019 | 2018 | ||||||
CASH FLOWS FROM OPERATING ACTIVITIES: | |||||||
Net income | $ | 291,295 | $ | 95,690 | |||
Adjustments to reconcile net income to net cash provided by operating activities: | |||||||
Depreciation and amortization | 93,565 | 92,548 | |||||
Gain on dispositions of real estate | (291,473 | ) | (53,195 | ) | |||
Income tax expense (benefit) | 2,981 | (34,517 | ) | ||||
Other adjustments | 3,201 | 284 | |||||
Net changes in operating assets and operating liabilities | (17,952 | ) | (19,487 | ) | |||
Net cash provided by operating activities | 81,617 | 81,323 | |||||
CASH FLOWS FROM INVESTING ACTIVITIES: | |||||||
Purchases of real estate and deposits related to purchases of real estate | (2,236 | ) | (164,650 | ) | |||
Capital expenditures | (85,546 | ) | (75,601 | ) | |||
Proceeds from dispositions of real estate | 342,083 | 69,788 | |||||
Purchases of corporate assets | (3,319 | ) | (947 | ) | |||
Other investing activities | 1,422 | (218 | ) | ||||
Net cash provided by (used in) investing activities | 252,404 | (171,628 | ) | ||||
CASH FLOWS FROM FINANCING ACTIVITIES: | |||||||
Proceeds from non-recourse property debt | — | 360,613 | |||||
Principal repayments of non-recourse property debt | (19,580 | ) | (206,262 | ) | |||
Net (repayments of) borrowings on revolving credit facility | (90,360 | ) | 11,475 | ||||
Repurchases of Common Stock | (20,682 | ) | — | ||||
Payment of dividends to holders of Common Stock | (67,405 | ) | (59,652 | ) | |||
Payment of dividends to holders of Preferred Stock | (2,148 | ) | (2,148 | ) | |||
Payment of distributions to noncontrolling interests | (5,701 | ) | (11,902 | ) | |||
Redemptions of noncontrolling interests in the Aimco Operating Partnership | (2,653 | ) | (7,122 | ) | |||
Purchases and redemptions of noncontrolling interests | — | (1,219 | ) | ||||
Other financing activities | 302 | 3,012 | |||||
Net cash (used in) provided by financing activities | (208,227 | ) | 86,795 | ||||
NET INCREASE (DECREASE) IN CASH, CASH EQUIVALENTS AND RESTRICTED CASH | 125,794 | (3,510 | ) | ||||
CASH, CASH EQUIVALENTS AND RESTRICTED CASH AT BEGINNING OF PERIOD | 72,595 | 142,541 | |||||
CASH, CASH EQUIVALENTS AND RESTRICTED CASH AT END OF PERIOD | $ | 198,389 | $ | 139,031 |
March 31, 2019 | December 31, 2018 | ||||||
ASSETS | |||||||
Buildings and improvements | $ | 6,493,539 | $ | 6,552,065 | |||
Land | 1,731,980 | 1,756,525 | |||||
Total real estate | 8,225,519 | 8,308,590 | |||||
Accumulated depreciation | (2,581,666 | ) | (2,585,115 | ) | |||
Net real estate | 5,643,853 | 5,723,475 | |||||
Cash and cash equivalents | 162,286 | 36,858 | |||||
Restricted cash | 36,103 | 35,737 | |||||
Other assets | 441,527 | 351,541 | |||||
Assets held for sale | — | 42,393 | |||||
Total assets | $ | 6,283,769 | $ | 6,190,004 | |||
LIABILITIES AND EQUITY | |||||||
Non-recourse property debt, net | $ | 3,859,023 | $ | 3,915,305 | |||
Revolving credit facility borrowings | 70,000 | 160,360 | |||||
Total indebtedness | 3,929,023 | 4,075,665 | |||||
Accrued liabilities and other | 293,279 | 226,230 | |||||
Liabilities related to assets held for sale | — | 23,177 | |||||
Total liabilities | 4,222,302 | 4,325,072 | |||||
Redeemable preferred units | 101,195 | 101,291 | |||||
Commitments and contingencies (Note 5) | |||||||
Partners’ capital: | |||||||
Preferred units | 125,000 | 125,000 | |||||
General Partner and Special Limited Partner | 1,758,636 | 1,574,419 | |||||
Limited Partners | 79,493 | 67,189 | |||||
Partners’ capital attributable to the Aimco Operating Partnership | 1,963,129 | 1,766,608 | |||||
Noncontrolling interests in consolidated real estate partnerships | (2,857 | ) | (2,967 | ) | |||
Total partners’ capital | 1,960,272 | 1,763,641 | |||||
Total liabilities and partners’ capital | $ | 6,283,769 | $ | 6,190,004 |
Three Months Ended | |||||||
March 31, | |||||||
2019 | 2018 | ||||||
REVENUES | |||||||
Rental and other property revenues attributable to real estate | $ | 230,235 | $ | 225,393 | |||
Asset Management business rental and tax credit revenues | — | 22,327 | |||||
Total revenues | 230,235 | 247,720 | |||||
OPERATING EXPENSES | |||||||
Property operating expenses attributable to real estate | 79,184 | 78,287 | |||||
Property operating expenses of partnerships served by Asset Management business | — | 9,195 | |||||
Depreciation and amortization | 93,565 | 92,548 | |||||
General and administrative expenses | 10,369 | 11,355 | |||||
Other expenses, net | 5,703 | 2,958 | |||||
Total operating expenses | 188,821 | 194,343 | |||||
Interest income | 2,726 | 2,172 | |||||
Interest expense | (41,409 | ) | (47,795 | ) | |||
Gain on dispositions of real estate | 291,473 | 53,195 | |||||
Other, net | 72 | 224 | |||||
Income before income tax (expense) benefit | 294,276 | 61,173 | |||||
Income tax (expense) benefit | (2,981 | ) | 34,517 | ||||
Net income | 291,295 | 95,690 | |||||
Net income attributable to noncontrolling interests in consolidated real estate partnerships | (91 | ) | (6,206 | ) | |||
Net income attributable to the Aimco Operating Partnership | 291,204 | 89,484 | |||||
Net income attributable to the Aimco Operating Partnership’s preferred unitholders | (4,082 | ) | (4,085 | ) | |||
Net income attributable to participating securities | (483 | ) | (125 | ) | |||
Net income attributable to the Aimco Operating Partnership’s common unitholders | $ | 286,639 | $ | 85,274 | |||
Net income attributable to the Aimco Operating Partnership per common unit – basic and diluted | $ | 1.88 | $ | 0.54 | |||
Weighted average common units outstanding – basic | 152,303 | 158,875 | |||||
Weighted average common units outstanding – diluted | 152,632 | 159,006 |
Three Months Ended | |||||||
March 31, | |||||||
2019 | 2018 | ||||||
Net income | $ | 291,295 | $ | 95,690 | |||
Other comprehensive gain (loss): | |||||||
Unrealized gains (losses) on available for sale debt securities | 61 | (600 | ) | ||||
Unrealized gains on interest rate swaps | — | 419 | |||||
Losses on interest rate swaps reclassified into earnings from accumulated other comprehensive loss | — | 119 | |||||
Other comprehensive gain (loss) | 61 | (62 | ) | ||||
Comprehensive income | 291,356 | 95,628 | |||||
Comprehensive income attributable to noncontrolling interests | (91 | ) | (6,206 | ) | |||
Comprehensive income attributable to the Aimco Operating Partnership | $ | 291,265 | $ | 89,422 |
Preferred Units | General Partner and Special Limited Partner | Limited Partners | Partners’ capital attributable to the Aimco Operating Partnership | Noncontrolling interests | Total Partners’ capital | ||||||||||||||||||
Balances at December 31, 2017 | $ | 125,000 | $ | 1,538,144 | $ | (5,675 | ) | $ | 1,657,469 | $ | (1,716 | ) | $ | 1,655,753 | |||||||||
Redemption of partnership units held by non-Aimco partners | — | — | (6,963 | ) | (6,963 | ) | — | (6,963 | ) | ||||||||||||||
Amortization of share-based compensation | — | 2,631 | 357 | 2,988 | — | 2,988 | |||||||||||||||||
Effect of changes in ownership for consolidated entities | — | (17,486 | ) | 6,579 | (10,907 | ) | — | (10,907 | ) | ||||||||||||||
Change in accumulated other comprehensive income | — | (59 | ) | (3 | ) | (62 | ) | — | (62 | ) | |||||||||||||
Other, net | — | 93 | — | 93 | — | 93 | |||||||||||||||||
Net income | — | 83,792 | 3,755 | 87,547 | 6,206 | 93,753 | |||||||||||||||||
Distributions to noncontrolling interests | — | — | — | — | (7,245 | ) | (7,245 | ) | |||||||||||||||
Distributions to common unitholders | — | (59,777 | ) | (2,838 | ) | (62,615 | ) | — | (62,615 | ) | |||||||||||||
Distributions to preferred unitholders | — | (2,148 | ) | — | (2,148 | ) | — | (2,148 | ) | ||||||||||||||
Balances at March 31, 2018 | $ | 125,000 | $ | 1,545,190 | $ | (4,788 | ) | $ | 1,665,402 | $ | (2,755 | ) | $ | 1,662,647 | |||||||||
Balance at December 31, 2018 | $ | 125,000 | $ | 1,574,419 | $ | 67,189 | $ | 1,766,608 | $ | (2,967 | ) | $ | 1,763,641 | ||||||||||
Repurchases of common partnership units | — | (20,682 | ) | — | (20,682 | ) | — | (20,682 | ) | ||||||||||||||
Redemption of partnership units held by non-Aimco partners | — | — | (2,557 | ) | (2,557 | ) | — | (2,557 | ) | ||||||||||||||
Amortization of share-based compensation | — | 2,442 | 796 | 3,238 | — | 3,238 | |||||||||||||||||
Effect of changes in ownership for consolidated entities | — | (2,168 | ) | 2,168 | — | — | — | ||||||||||||||||
Change in accumulated other comprehensive income | — | 57 | 4 | 61 | — | 61 | |||||||||||||||||
Other, net | — | 59 | — | 59 | 19 | 78 | |||||||||||||||||
Net income | — | 274,133 | 15,137 | 289,270 | 91 | 289,361 | |||||||||||||||||
Distributions to common unitholders | — | (67,476 | ) | (3,244 | ) | (70,720 | ) | — | (70,720 | ) | |||||||||||||
Distributions to preferred unitholders | — | (2,148 | ) | — | (2,148 | ) | — | (2,148 | ) | ||||||||||||||
Balances at March 31, 2019 | $ | 125,000 | $ | 1,758,636 | $ | 79,493 | $ | 1,963,129 | $ | (2,857 | ) | $ | 1,960,272 |
Three Months Ended | |||||||
March 31, | |||||||
2019 | 2018 | ||||||
CASH FLOWS FROM OPERATING ACTIVITIES: | |||||||
Net income | $ | 291,295 | $ | 95,690 | |||
Adjustments to reconcile net income to net cash provided by operating activities: | |||||||
Depreciation and amortization | 93,565 | 92,548 | |||||
Gain on dispositions of real estate | (291,473 | ) | (53,195 | ) | |||
Income tax expense (benefit) | 2,981 | (34,517 | ) | ||||
Other adjustments | 3,201 | 284 | |||||
Net changes in operating assets and operating liabilities | (17,952 | ) | (19,487 | ) | |||
Net cash provided by operating activities | 81,617 | 81,323 | |||||
CASH FLOWS FROM INVESTING ACTIVITIES: | |||||||
Purchases of real estate and deposits related to purchases of real estate | (2,236 | ) | (164,650 | ) | |||
Capital expenditures | (85,546 | ) | (75,601 | ) | |||
Proceeds from dispositions of real estate | 342,083 | 69,788 | |||||
Purchases of corporate assets | (3,319 | ) | (947 | ) | |||
Other investing activities | 1,422 | (218 | ) | ||||
Net cash provided by (used in) investing activities | 252,404 | (171,628 | ) | ||||
CASH FLOWS FROM FINANCING ACTIVITIES: | |||||||
Proceeds from non-recourse property debt | — | 360,613 | |||||
Principal repayments of non-recourse property debt | (19,580 | ) | (206,262 | ) | |||
Net (repayments of) borrowings on revolving credit facility | (90,360 | ) | 11,475 | ||||
Repurchases of common partnership units held by General Partner and Special Limited Partner | (20,682 | ) | — | ||||
Payment of distributions to holders of Preferred Units | (4,082 | ) | (4,085 | ) | |||
Payment of distributions to General Partner and Special Limited Partner | (67,405 | ) | (59,652 | ) | |||
Payment of distributions to Limited Partners | (3,767 | ) | (2,737 | ) | |||
Payment of distributions to noncontrolling interests | — | (7,228 | ) | ||||
Purchases and redemptions of noncontrolling interests in the Aimco Operating Partnership | (2,653 | ) | (7,122 | ) | |||
Purchases of noncontrolling interests in consolidated real estate partnerships | — | (1,219 | ) | ||||
Other financing activities | 302 | 3,012 | |||||
Net cash (used in) provided by financing activities | (208,227 | ) | 86,795 | ||||
NET INCREASE (DECREASE) IN CASH, CASH EQUIVALENTS AND RESTRICTED CASH | 125,794 | (3,510 | ) | ||||
CASH, CASH EQUIVALENTS AND RESTRICTED CASH AT BEGINNING OF PERIOD | 72,595 | 142,541 | |||||
CASH, CASH EQUIVALENTS AND RESTRICTED CASH AT END OF PERIOD | $ | 198,389 | $ | 139,031 |
Balance, December 31, 2018 | $ | 101,291 | |
Distributions to holders of preferred OP Units | (1,934 | ) | |
Redemption of preferred OP Units and other | (96 | ) | |
Net income attributable to preferred OP Units | 1,934 | ||
Balance, March 31, 2019 | $ | 101,195 |
March 31, 2018 | |||||||||||
As Previously Reported | Adjustments | As Revised | |||||||||
Income tax benefit | $ | 37,388 | $ | (2,871 | ) | $ | 34,517 | ||||
Gain on dispositions of real estate | 50,324 | 2,871 | 53,195 |
Apartment communities sold | 7 | ||
Apartment homes sold | 2,206 | ||
Gain on dispositions of real estate | $ | 291,473 |
Fixed lease income | $ | 215,581 | |
Variable lease income | 14,144 | ||
Total lease income | $ | 229,725 |
April 1, 2019 to December 31, 2019 | $ | 13,431 | |
2020 | 16,103 | ||
2021 | 13,736 | ||
2022 | 13,246 | ||
2023 | 12,394 | ||
Thereafter | 57,942 | ||
Total | $ | 126,852 |
Office Lease Obligations | Ground Lease Obligations | Total Operating Lease Obligations | |||||||||
April 1, 2019 to December 31, 2019 | $ | 1,957 | $ | 1,586 | $ | 3,543 | |||||
2020 | 2,806 | 2,350 | 5,156 | ||||||||
2021 | 2,704 | 2,439 | 5,143 | ||||||||
2022 | 2,561 | 2,492 | 5,053 | ||||||||
2023 | 1,871 | 2,492 | 4,363 | ||||||||
Thereafter | 10,644 | 422,169 | 432,813 | ||||||||
Total | $ | 22,543 | $ | 433,528 | $ | 456,071 | |||||
Less: Discount | (17,891 | ) | (357,386 | ) | |||||||
Total lease liability | $ | 4,652 | $ | 76,142 |
Same Store | Redevelopment and Development | Acquisition | Other Real Estate | Proportionate and Other Adjustments (1) | Corporate and Amounts Not Allocated to Segments (2) | Consolidated | |||||||||||||||||||||
Three months ended March 31, 2019: | |||||||||||||||||||||||||||
Total revenues | $ | 175,719 | $ | 20,350 | $ | 9,993 | $ | 9,467 | $ | 8,747 | $ | 5,959 | $ | 230,235 | |||||||||||||
Property operating expenses attributable to real estate | 47,137 | 7,290 | 2,855 | 3,883 | 8,189 | 9,830 | 79,184 | ||||||||||||||||||||
Other operating expenses not allocated to segments (3) | — | — | — | — | — | 109,637 | 109,637 | ||||||||||||||||||||
Total operating expenses | 47,137 | 7,290 | 2,855 | 3,883 | 8,189 | 119,467 | 188,821 | ||||||||||||||||||||
Proportionate property net operating income | 128,582 | 13,060 | 7,138 | 5,584 | 558 | (113,508 | ) | 41,414 | |||||||||||||||||||
Other items included in income before income tax expense (4) | — | — | — | — | — | 252,862 | 252,862 | ||||||||||||||||||||
Income before income tax expense | $ | 128,582 | $ | 13,060 | $ | 7,138 | $ | 5,584 | $ | 558 | $ | 139,354 | $ | 294,276 |
Same Store | Redevelopment and Development | Acquisition | Other Real Estate | Proportionate and Other Adjustments (1) | Corporate and Amounts Not Allocated to Segments (2) | Consolidated | |||||||||||||||||||||
Three months ended March 31, 2018: | |||||||||||||||||||||||||||
Rental and other property revenues attributable to real estate | $ | 168,606 | $ | 18,077 | $ | 1,580 | $ | 9,312 | $ | 8,236 | $ | 19,582 | $ | 225,393 | |||||||||||||
Asset Management business rental and tax credit revenues | — | — | — | — | — | 22,327 | 22,327 | ||||||||||||||||||||
Total revenues | 168,606 | 18,077 | 1,580 | 9,312 | 8,236 | 41,909 | 247,720 | ||||||||||||||||||||
Property operating expenses attributable to real estate | 46,755 | 6,499 | 523 | 3,839 | 7,726 | 12,945 | 78,287 | ||||||||||||||||||||
Property operating expenses of partnerships served by Asset Management business | — | — | — | — | — | 9,195 | 9,195 | ||||||||||||||||||||
Other operating expenses not allocated to segments (3) | — | — | — | — | — | 106,861 | 106,861 | ||||||||||||||||||||
Total operating expenses | 46,755 | 6,499 | 523 | 3,839 | 7,726 | 129,001 | 194,343 | ||||||||||||||||||||
Proportionate property net operating income | 121,851 | 11,578 | 1,057 | 5,473 | 510 | (87,092 | ) | 53,377 | |||||||||||||||||||
Other items included in income before income tax benefit (4) | — | — | — | — | — | 7,796 | 7,796 | ||||||||||||||||||||
Income before income tax benefit | $ | 121,851 | $ | 11,578 | $ | 1,057 | $ | 5,473 | $ | 510 | $ | (79,296 | ) | $ | 61,173 |
(1) | Represents adjustments for the noncontrolling interests in consolidated real estate partnerships’ share of the results of consolidated apartment communities in our segments, 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 condensed 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 Segments 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 segments consists of depreciation and amortization, general and administrative expenses and other operating expenses, which are not included in our measure of segment performance. |
(4) | Other items included in income before income tax (expense) benefit primarily consists of gain on dispositions of real estate and interest expense. |
March 31, 2019 | December 31, 2018 | ||||||
Same Store | $ | 4,148,435 | $ | 4,148,787 | |||
Redevelopment and Development | 822,348 | 792,126 | |||||
Acquisition | 546,467 | 507,190 | |||||
Other Real Estate | 326,241 | 327,099 | |||||
Corporate and other assets (1) | 440,278 | 414,802 | |||||
Total consolidated assets | $ | 6,283,769 | $ | 6,190,004 |
(1) | Includes the assets not allocated to our segments, primarily corporate assets and assets of apartment communities sold as of March 31, 2019. |
Three Months Ended March 31, | |||||||
2019 | 2018 | ||||||
Same Store | $ | 30,211 | $ | 27,522 | |||
Redevelopment and Development | 39,048 | 43,481 | |||||
Acquisition | 3,868 | 483 | |||||
Other Real Estate | 2,771 | 2,141 | |||||
Total capital additions | $ | 75,898 | $ | 73,627 |
March 31, 2019 | December 31, 2018 | ||||
VIEs with interests in apartment communities | 9 | 9 | |||
Apartment communities owned by VIEs | 9 | 9 | |||
Apartment homes in communities owned by VIEs | 3,592 | 3,592 |
March 31, 2019 | December 31, 2018 | ||||||
Assets | |||||||
Net real estate | $ | 494,193 | $ | 488,127 | |||
Cash and cash equivalents | 17,508 | 15,416 | |||||
Restricted cash | 4,868 | 4,461 | |||||
Other assets | 28,500 | 3,973 | |||||
Liabilities | |||||||
Non-recourse property debt secured by Aimco communities, net | 320,995 | 322,685 | |||||
Accrued liabilities and other | 39,639 | 13,576 |
ITEM 2. | Management’s Discussion and Analysis of Financial Condition and Results of Operations |
• | 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. |
• | 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, some 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. |
• | Same Store portfolio maintained average daily occupancy of 97.0% throughout the three months ended March 31, 2019, a 90 basis point increase over the same period in 2018; |
• | Same Store net operating income increased 5.5% with net operating income margins of 73.2%, a 90 basis point increase over the three months ended March 31, 2018; and |
• | Same Store rent increases on renewals and new leases averaged 5.2% and 0.8%, respectively, for a weighted average increase of 2.9%. |
Three Months Ended | |||||||
March 31, | |||||||
2019 | 2018 | ||||||
Average Revenue per Aimco apartment home (1) | $ | 2,181 | $ | 2,052 | |||
Portfolio average rents as a percentage of local market average rents | 113 | % | 113 | % | |||
Percentage A (1Q 2019 average revenue per Aimco apartment home $2,839) | 52 | % | 49 | % | |||
Percentage B (1Q 2019 average revenue per Aimco apartment home $1,918) | 32 | % | 35 | % | |||
Percentage C+ (1Q 2019 average revenue per Aimco apartment home $1,727) | 16 | % | 16 | % | |||
(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. |
Leverage Ratios (1) | Pro forma Leverage Ratios (2) | ||
Proportionate Debt to Adjusted EBITDAre | 6.8x | 7.0x | |
Proportionate Debt and Preferred Equity to Adjusted EBITDAre | 7.2x | 7.2x | |
Adjusted EBITDAre to Adjusted Interest Expense | 3.4x | 3.3x | |
Adjusted EBITDAre to Adjusted Interest Expense and Preferred Dividends | 3.1x | 3.2x |
(1) | Adjusted EBITDAre has been calculated on a pro forma basis to reflect the disposition of seven apartment communities during the period as if the transactions had closed on January 1, 2019. |
(2) | Our ratio of Pro forma Proportionate Debt and Preferred Equity to Adjusted EBITDAre has been calculated on a pro forma basis to reflect the redemption of our Class A Perpetual Preferred Stock as if it had occurred using cash on hand on March 31, 2019. Our Pro forma coverage ratios have been calculated on a pro forma basis to reflect the redemption of our Class A Perpetual Preferred Stock as if it had occurred on January 1, 2019. |
• | $0.04 from Same Store property net operating income growth of 5.5%, driven by a 4.2% increase in revenue, offset by a 0.8% increase in expenses; |
• | $0.05 from net operating income contributions from redevelopment communities and 2018 property acquisitions; and |
• | $0.01 lower interest expense; offset by |
• | ($0.08) contribution eliminated following the 2018 sale of the Asset Management business and sales in 2018 and 2019 of apartment communities to fund our investment activities. |
• | the addition of seven redeveloped apartment communities with 2,698 apartment homes and one developed apartment community with 310 apartment homes, previously classified in the Redevelopment and Development segment, now classified as Same Store upon maintaining stabilized operations for the entirety of the periods presented; |
• | the addition of one apartment community with 463 apartment homes, previously classified in the Acquisition segment, now classified as Same Store because we have now owned it for the entirety of both periods presented; |
• | the addition of one apartment community with 246 apartments homes, previously classified in the Other Real Estate segment, which maintained stabilized operations for the entirety of the periods presented following a casualty event; |
• | the addition of one apartment community with 72 apartment homes that we separated into a newly branded stand-alone community from an existing community that was previously classified in the Redevelopment and Development segment, resulting in an increase of one community with no change in the total number of apartment homes; |
• | the reduction of two apartment communities with 153 apartment homes for which we commenced redevelopment during the period and were reclassified to the Redevelopment and Development segment; |
• | the reduction of one apartment community with 78 apartment homes that we expect to sell within 12 months that is now classified in the Other Real Estate segment; and |
• | the reduction of five apartment communities with 1,424 apartment homes that were sold as of March 31, 2019. |
Three Months Ended March 31, | ||||||||||||||
(in thousands) | 2019 | 2018 | $ Change | % Change | ||||||||||
Rental and other property revenues, before utility reimbursements: | ||||||||||||||
Same Store | $ | 175,719 | $ | 168,606 | $ | 7,113 | 4.2 | % | ||||||
Redevelopment and Development | 20,350 | 18,077 | 2,273 | 12.6 | % | |||||||||
Acquisition | 9,993 | 1,580 | 8,413 | 532.5 | % | |||||||||
Other Real Estate | 9,467 | 9,312 | 155 | 1.7 | % | |||||||||
Total | 215,529 | 197,575 | 17,954 | 9.1 | % | |||||||||
Property operating expenses, net of utility reimbursements: | ||||||||||||||
Same Store | 47,137 | 46,755 | 382 | 0.8 | % | |||||||||
Redevelopment and Development | 7,290 | 6,499 | 791 | 12.2 | % | |||||||||
Acquisition | 2,855 | 523 | 2,332 | 445.9 | % | |||||||||
Other Real Estate | 3,883 | 3,839 | 44 | 1.1 | % | |||||||||
Total | 61,165 | 57,616 | 3,549 | 6.2 | % | |||||||||
Proportionate property net operating income: | ||||||||||||||
Same Store | 128,582 | 121,851 | 6,731 | 5.5 | % | |||||||||
Redevelopment and Development | 13,060 | 11,578 | 1,482 | 12.8 | % | |||||||||
Acquisition | 7,138 | 1,057 | 6,081 | 575.3 | % | |||||||||
Other Real Estate | 5,584 | 5,473 | 111 | 2.0 | % | |||||||||
Total | $ | 154,364 | $ | 139,959 | $ | 14,405 | 10.3 | % |
Three Months Ended March 31, | |||||||
2019 | 2018 | ||||||
Number of apartment communities sold | 7 | 3 | |||||
Gross proceeds | $ | 408.6 | $ | 71.9 | |||
Net proceeds (1) | $ | 340.2 | $ | 64.6 | |||
Gain on disposition | $ | 291.5 | $ | 52.6 | |||
(1) Net proceeds are after repayment of debt, if any, net working capital settlements, payments of transaction costs and debt prepayment penalties, if applicable. |
• | The allocation to noncontrolling interests resulting from operations of the consolidated apartment communities was $0.1 million of income for each of the three months ended March 31, 2019 and March 31, 2018. |
• | We allocated gains on the sale of apartment communities to noncontrolling interests totaling $6.1 million for the three months ended March 31, 2018. |
• | Straight-line rent: In 2018, we assumed a 99-year ground lease with scheduled rent increases. Due to the terms of the lease, GAAP rent expense will exceed cash rent payments until 2076. We include the cash rent payments for this ground lease in Pro forma FFO, but exclude the incremental straight-line non-cash rent expense. |
• | Litigation: During 2018, we were engaged in litigation with Airbnb, which was resolved in December 2018. Due to the unpredictable nature of these proceedings, related amounts recognized, net of income tax effect, are excluded from Pro forma FFO. |
• | Litigation: Adjustment is described above. |
• | Change in lease accounting: Effective January 1, 2019, we adopted accounting guidance that changed how we recognize costs incurred to obtain resident leases. For comparability between periods, we have recast 2018 as if the new standard was effective January 1, 2018. AFFO is unchanged by the new standard. |
Three Months Ended March 31, | |||||||
2019 | 2018 | ||||||
Net income attributable to Aimco common stockholders (1) | $ | 271,568 | $ | 81,525 | |||
Adjustments: | |||||||
Real estate depreciation and amortization, net of noncontrolling partners’ interest | 91,374 | 90,394 | |||||
Gain on dispositions and other, net of noncontrolling partners’ interest | (291,473 | ) | (47,023 | ) | |||
Income tax adjustments related to gain on dispositions and tax-related other items (2) | 6,526 | (30,720 | ) | ||||
Common noncontrolling interests in Aimco Operating Partnership’s share of above adjustments | 10,249 | (557 | ) | ||||
Amounts allocable to participating securities | 316 | (15 | ) | ||||
Nareit FFO attributable to Aimco common stockholders – diluted | $ | 88,560 | $ | 93,604 | |||
Litigation, net (3) | 25 | 349 | |||||
Change in lease accounting (4) | — | (707 | ) | ||||
Straight-line rent (5) | 2,307 | — | |||||
Pro forma FFO attributable to Aimco common stockholders – diluted | $ | 90,892 | $ | 93,246 | |||
Capital Replacements, net of common noncontrolling interests in Aimco Operating Partnership and participating securities | (9,711 | ) | (9,060 | ) | |||
AFFO attributable to Aimco common stockholders – diluted | $ | 81,181 | $ | 84,186 | |||
Total shares and dilutive share equivalents used to calculate Net income and Nareit FFO per share (6) | 144,445 | 152,000 | |||||
Adjustment to weight reverse stock split (7) | 3,888 | 4,740 | |||||
Pro forma shares and dilutive share equivalents used to calculate Pro forma FFO and AFFO per share | 148,333 | 156,740 | |||||
Net income attributable to Aimco per common share – diluted | $ | 1.88 | $ | 0.54 | |||
FFO per share – diluted | $ | 0.61 | $ | 0.62 | |||
Pro forma FFO per share – diluted | $ | 0.61 | $ | 0.59 | |||
AFFO per share – diluted | $ | 0.55 | $ | 0.54 |
(1) | Represents the numerator for calculating Aimco’s earnings per common share in accordance with GAAP. |
(2) | Income taxes related to gain on dispositions and other items for the three months ended March 31, 2018 included a $33.6 million tax benefit related to an intercompany transfer of assets related to the Asset Management business, which was sold in July 2018. Upon completion of the sale, the deferred tax asset that resulted from the intercompany transfer was realized. Accordingly, we excluded the benefit related to the reorganization from Nareit FFO. |
(3) | During 2018, we were engaged in litigation with Airbnb, which was resolved in December 2018. Due to the unpredictable nature of these proceedings, related amounts recognized, net of income tax effect, are excluded from Pro forma FFO. These costs are included in other expenses, net, in our condensed consolidated statements of operations. |
(4) | Effective January 1, 2019, we adopted accounting guidance that changed how we recognize costs incurred to obtain resident leases. For comparability of Pro forma FFO between periods, we have recast 2018 as if the new standard was effective January 1, 2018. AFFO is unchanged by the new standard. |
(5) | In 2018, we assumed a 99-year ground lease with scheduled rent increases. Due to the terms of the lease, GAAP rent expense will exceed cash rent payments until 2076. We include the cash payments for this ground lease in Pro forma FFO, but exclude the incremental straight-line non-cash rent expense. The rent expense for this lease is included in other expenses, net, in our condensed consolidated statements of operations. |
(6) | Represents the denominator for Aimco’s earnings per common share – diluted, calculated in accordance with GAAP. |
(7) | During the three months ended March 31, 2019, we completed a reverse stock split and a special dividend paid primarily in stock. For stock splits, GAAP requires the restatement of weighted average shares as if the reverse stock split occurred at the beginning of the period presented; while shares issued in the special dividend are included in weighted average shares outstanding from the date issued. To minimize confusion and facilitate comparison of period-over-period Pro forma FFO and AFFO, we calculated pro forma weighted average shares for the three months ended March 31, 2019 based on the effective date of the reverse stock split and ex-dividend date for the shares issued in the special dividend, thereby eliminating the per-share impact of the GAAP treatment to Aimco’s reported Pro forma FFO and AFFO. |
March 31, 2019 | |||
Total indebtedness | $ | 3,929,023 | |
Adjustments: | |||
Debt issue costs related to non-recourse property debt | 20,430 | ||
Proportionate share adjustments related to debt obligations of consolidated and unconsolidated partnerships | (9,529 | ) | |
Cash and restricted cash | (198,389 | ) | |
Proportionate share adjustments related to cash and restricted cash held by consolidated and unconsolidated partnerships | 891 | ||
Securitization trust investment | (90,064 | ) | |
Proportionate Debt | $ | 3,652,362 | |
Pro forma adjustment to cash (1) | 125,000 | ||
Pro forma Proportionate Debt | $ | 3,777,362 | |
Preferred stock | $ | 125,000 | |
Preferred OP Units | 101,195 | ||
Preferred Equity | $ | 226,195 | |
Pro forma adjustment to Preferred Stock (1) | (125,000 | ) | |
Pro forma Preferred Equity | $ | 101,195 | |
Proportionate Debt and Preferred Equity | $ | 3,878,557 | |
(1) Proportionate Debt and Preferred Equity have been adjusted on a pro forma basis to reflect the redemption of the Class A Perpetual Preferred Stock as if it had occurred using cash on hand on March 31, 2019. |
• | gains and losses on the dispositions of depreciated property; |
• | impairment write-downs of depreciated property; |
• | impairment write-downs of investments in unconsolidated partnerships caused by a decrease in the value of the depreciated property in such partnerships; and |
• | adjustments to reflect the Aimco’s share of EBITDAre of investments in unconsolidated entities. |
• | net income attributable to noncontrolling interests consolidated real estate partnerships and EBITDAre adjustments attributable to noncontrolling interests, to allow investors to compare a measure of our earnings before the effects of our capital structure and indebtedness with that of other companies in the real estate industry; |
• | the amount of interest income related to our investment in the subordinated tranches in a securitization trust holding primarily Aimco property debt, as we view our interest cost on this debt to be net of any interest income received from the investment; and |
• | the amount by which GAAP rent expense exceeds cash rents for a long-term ground lease for which expense exceeds cash payments until 2076. The excess of the GAAP rent expense over the cash payments for this lease does not reflect a current obligation that affects our ability to service debt. |
Three Months Ended March 31, 2019 | |||
Net income | $ | 291,295 | |
Adjustments: | |||
Interest expense | 41,409 | ||
Income tax expense | 2,981 | ||
Depreciation and amortization | 93,565 | ||
Gain on disposition of real estate | (291,473 | ) | |
Adjustment related to EBITDAre of unconsolidated partnerships | 210 | ||
EBITDAre | $ | 137,987 | |
Net income attributable to noncontrolling interests in Aimco Operating Partnership | (91 | ) | |
EBITDAre adjustments attributable to noncontrolling interests | (414 | ) | |
Interest income received on securitization investment | (2,002 | ) | |
Straight-line rent adjustment | 2,460 | ||
Pro forma adjustment (1) | (3,651 | ) | |
Adjusted EBITDAre | $ | 134,289 | |
Annualized Adjusted EBITDAre | $ | 537,156 | |
(1) Adjusted EBITDAre has been calculated on a pro forma basis to reflect the disposition of seven apartment communities during the period as if the transactions had closed on January 1, 2019. |
• | debt prepayment penalties, which are items that, from time to time, affect our interest expense but are not representative of our scheduled interest obligations; 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. |
Three Months Ended March 31, 2019 | |||||||||||
Adjusted Interest Expense and Preferred Dividends | Pro forma adjustment (1) | Pro forma Adjusted Interest Expense and Preferred Dividends | |||||||||
Interest expense | $ | 41,409 | $ | 1,125 | $ | 42,534 | |||||
Adjustments: | |||||||||||
Proportionate share adjustments related to interest of consolidated and unconsolidated partnerships | (93 | ) | — | (93 | ) | ||||||
Interest income earned on securitization trust investment | (2,002 | ) | — | (2,002 | ) | ||||||
Adjusted Interest Expense | $ | 39,314 | $ | 1,125 | $ | 40,439 | |||||
Preferred stock dividends | 2,148 | (2,148 | ) | — | |||||||
Preferred OP Unit distributions | 1,934 | — | 1,934 | ||||||||
Preferred Dividends | 4,082 | (2,148 | ) | 1,934 | |||||||
Adjusted Interest Expense and Preferred Dividends | $ | 43,396 | $ | (1,023 | ) | $ | 42,373 | ||||
Annualized Adjusted Interest Expense | $ | 157,256 | $ | 161,756 | |||||||
Annualized Adjusted Interest Expense and Preferred Dividends | $ | 173,584 | $ | 169,492 | |||||||
(1) Pro forma Adjusted Interest Expense and Pro forma Preferred Dividends have been calculated on a pro forma basis to to reflect the redemption of the Class A Perpetual Preferred Stock as if it had occurred on January 1, 2019. |
• | $162.3 million in cash and cash equivalents; |
• | $36.1 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 |
• | $723.1 million of capacity to borrow under our revolving credit facility after consideration of $6.9 million of letters of credit backed by the facility. |
• | capital replacements, which do not increase the useful life of an asset from its original purchase condition. Capital replacements 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, and not contemplated in our underwriting of an acquisition; |
• | capital enhancements, which may include kitchen and bath remodeling, energy conservation projects and investments in longer-lived materials designed to reduce turnover costs and maintenance, all of which are generally lesser in scope than redevelopment additions and do not significantly disrupt property operations; |
• | initial capital expenditures, which represent capital additions contemplated in the underwriting of our recently acquired communities; |
• | 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 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. |
Three Months Ended March 31, | |||||||
2019 | 2018 | ||||||
Real Estate | |||||||
Capital replacements | $ | 8,104 | $ | 6,136 | |||
Capital improvements | 2,311 | 1,763 | |||||
Capital enhancements | 15,828 | 17,796 | |||||
Redevelopment additions | 18,918 | 40,181 | |||||
Development additions | 26,211 | 5,720 | |||||
Initial capital expenditures | 2,705 | 159 | |||||
Casualty capital additions | 1,821 | 1,872 | |||||
Real Estate capital additions | 75,898 | 73,627 | |||||
Plus: additions related to consolidated Asset Management communities and apartment communities sold or held for sale | 1,755 | 6,273 | |||||
Consolidated capital additions | 77,653 | 79,900 | |||||
Plus: net change in accrued capital spending | 7,893 | (4,299 | ) | ||||
Capital expenditures per condensed consolidated statement of cash flows | $ | 85,546 | $ | 75,601 |
Location | Apartment Homes Approved for Redevelopment | Estimated Net Investment | Inception-to-Date Net Investment | |||||||||
Bay Parc | Miami, FL | 60 | $ | 24.1 | $ | 21.8 | ||||||
Flamingo South Beach | Miami Beach, FL | — | 39.7 | 21.3 | ||||||||
Total | 60 | $ | 63.8 | $ | 43.1 |
Location | Apartment Homes Approved for Redevelopment or Development | Estimated Net Investment | Inception-to-Date Net Investment | Stabilized Occupancy | NOI Stabilization | |||||||||||
707 Leahy | Redwood City, CA | 110 | $ | 23.7 | $ | 2.0 | 3Q 2020 | 4Q 2021 | ||||||||
The Fremont | Denver, CO (MSA) | 253 | 87.0 | 18.7 | 3Q 2021 | 4Q 2022 | ||||||||||
Elm Creek Townhomes | Elmhurst, IL | 58 | 35.1 | 11.3 | 2Q 2021 | 3Q 2022 | ||||||||||
Parc Mosaic | Boulder, CO | 226 | 117.0 | 86.9 | 4Q 2020 | 1Q 2022 | ||||||||||
Total | 647 | $ | 262.8 | $ | 118.9 |
Cash distributions paid by the Aimco Operating Partnership to preferred unitholders (1) | $ | 4,082 | |
Cash distributions paid by the Aimco Operating Partnership to common unitholders (2) | 71,172 | ||
Total cash distributions paid by the Aimco Operating Partnership | $ | 75,254 |
(1) | $2.1 million represented distributions to Aimco, and $1.9 million represented distributions paid to holders of OP Units. |
(2) | $67.4 million represented distributions to Aimco, and $3.8 million represented distributions paid to holders of OP Units. |
Cash distributions paid to holders of OP Units | $ | 5,701 | |
Cash dividends paid by Aimco to preferred stockholders | 2,148 | ||
Cash dividends paid by Aimco to common stockholders | 67,405 | ||
Total cash dividends and distributions paid by Aimco | $ | 75,254 |
ITEM 3. | Quantitative and Qualitative Disclosures About Market Risk |
ITEM 4. | Controls and Procedures |
ITEM 1A. | Risk Factors |
ITEM 2. | Unregistered Sales of Equity Securities and Use of Proceeds |
Fiscal period | 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) | ||||||||
January 1 - January 31, 2019 | 475 | $ | 43.54 | 475 | 10,630 | |||||||
February 1 - February 28, 2019 | — | — | — | 10,630 | ||||||||
March 1 - March 31, 2019 | — | — | — | 10,630 | ||||||||
Total | 475 | $ | 43.54 | 475 |
(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. |
Fiscal period | Total Number of Units Purchased | Average Price Paid per Unit | Total Number of Units Purchased as Part of Publicly Announced Plans or Programs (1) | Maximum Number of Units That May Yet Be Purchased Under the Plans or Programs (1) | ||||||
January 1 - January 31, 2019 | 319 | $ | 45.46 | N/A | N/A | |||||
February 1 - February 28, 2019 | 17,373 | 48.62 | N/A | N/A | ||||||
March 1 - March 31, 2019 | 34,400 | 49.34 | N/A | N/A | ||||||
Total | 52,092 | $ | 49.08 |
(1) | The terms of the Aimco Operating Partnership’s Partnership Agreement do not provide for a maximum number of units that may be repurchased, and other than the express terms of its Partnership Agreement, the Aimco Operating Partnership has no publicly announced plans or programs of repurchase. However, for Aimco to repurchase shares of its Common Stock, the Aimco Operating Partnership must make a concurrent repurchase of its common partnership units held by Aimco at a price per unit that is equal to the price per share Aimco pays for its Common Stock. |
ITEM 6. | Exhibits |
EXHIBIT NO. (1) | DESCRIPTION | ||
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) | |||
Charter - Articles of Amendment (Exhibit 3.1 to Aimco’s Current Report on Form 8-K dated February 20, 2019, 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) | |||
Fifth Amended and Restated Agreement of Limited Partnership of the Aimco Operating Partnership, dated as of July 29, 1994, as amended and restated as of April 5, 2019 (Exhibit 10.1 to Aimco’s Annual Report on Form 8-K dated April 9, 2019, in incorporated herein by this reference) | |||
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 – the 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 – the Aimco Operating Partnership | |||
Certifications of Chief Executive Officer and Chief Financial Officer Pursuant to 18 U.S.C. Section 1350, as Adopted Pursuant to Section 906 of the Sarbanes-Oxley Act of 2002 – Aimco | |||
Certifications of Chief Executive Officer and Chief Financial Officer Pursuant to 18 U.S.C. Section 1350, as Adopted Pursuant to Section 906 of the Sarbanes-Oxley Act of 2002 – the Aimco Operating Partnership | |||
Agreement Regarding Disclosure of Long-Term Debt Instruments – Aimco | |||
Agreement Regarding Disclosure of Long-Term Debt Instruments – the Aimco Operating Partnership | |||
101 | XBRL (Extensible Business Reporting Language). The following materials from Aimco’s and the Aimco Operating Partnership’s combined Quarterly Report on Form 10-Q for the quarterly period ended March 31, 2019, tagged in XBRL: (i) condensed consolidated balance sheets; (ii) condensed consolidated statements of operations; (iii) condensed consolidated statements of comprehensive income; (iv) condensed consolidated statements of cash flows; and (v) notes to condensed consolidated financial statements. | ||
(1) | Schedules and supplemental materials to the exhibits have been omitted but will be provided to the Securities and Exchange Commission upon request. | ||
* | Management contract or compensatory plan or arrangement |
APARTMENT INVESTMENT AND MANAGEMENT COMPANY | ||
By: | /s/ PAUL BELDIN | |
Paul Beldin | ||
Executive Vice President and Chief Financial Officer | ||
(duly authorized officer and | ||
principal financial officer) | ||
AIMCO PROPERTIES, L.P. | ||
By: | AIMCO-GP, Inc., its general partner | |
By: | /s/ PAUL BELDIN | |
Paul Beldin | ||
Executive Vice President and Chief Financial Officer | ||
(duly authorized officer and | ||
principal financial officer) | ||
1. | I have reviewed this quarterly report on Form 10-Q 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. |
/s/ Terry Considine | |
Terry Considine | |
Chairman and Chief Executive Officer |
1. | I have reviewed this quarterly report on Form 10-Q 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. |
/s/ Paul Beldin | |
Paul Beldin | |
Executive Vice President and Chief | |
Financial Officer |
1. | I have reviewed this quarterly report on Form 10-Q 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. |
/s/ Terry Considine | |
Terry Considine | |
Chairman and Chief Executive Officer |
1. | I have reviewed this quarterly report on Form 10-Q 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. |
/s/ Paul Beldin | |
Paul Beldin | |
Executive Vice President and Chief Financial Officer |
(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 | |
May 3, 2019 |
/s/ Paul Beldin | |
Paul Beldin | |
Executive Vice President and Chief Financial Officer | |
May 3, 2019 |
(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/ Terry Considine | |
Terry Considine | |
Chairman and Chief Executive Officer | |
May 3, 2019 |
/s/ Paul Beldin | |
Paul Beldin | |
Executive Vice President and Chief Financial Officer | |
May 3, 2019 |
By: | /s/ Paul Beldin | |
Paul Beldin | ||
Executive Vice President and Chief Financial Officer | ||
May 3, 2019 |
By: | /s/ Paul Beldin | |
Paul Beldin | ||
Executive Vice President and Chief Financial Officer | ||
May 3, 2019 |
Condensed Consolidated Balance Sheets (Parenthetical) (Unaudited) - $ / shares |
Mar. 31, 2019 |
Dec. 31, 2018 |
---|---|---|
Statement of Financial Position [Abstract] | ||
Common Stock, par value (in dollars per share) | $ 0.01 | $ 0.01 |
Common Stock, shares authorized (in shares) | 500,787,260 | 500,787,260 |
Common Stock, shares issued (in shares) | 148,758,031 | 144,623,034 |
Common Stock, shares outstanding (in shares) | 148,758,031 | 144,623,034 |
Condensed Consolidated Statements of Partners’ Capital - USD ($) $ in Thousands |
Total |
AIMCO Properties, LP [Member] |
AIMCO Properties, LP [Member]
Preferred Units [Member]
|
AIMCO Properties, LP [Member]
General Partner and Special Limited Partner [Member]
|
AIMCO Properties, LP [Member]
Limited Partner [Member]
|
AIMCO Properties, LP [Member]
Partners Capital Attributable To The Partnership [Member]
|
AIMCO Properties, LP [Member]
Noncontrolling Interest [Member]
|
---|---|---|---|---|---|---|---|
Balances at Dec. 31, 2017 | $ 1,655,753 | $ 125,000 | $ 1,538,144 | $ (5,675) | $ 1,657,469 | $ (1,716) | |
Increase (Decrease) in Partners' Capital [Roll Forward] | |||||||
Redemption of partnership units held by non-Aimco partners | (6,963) | (6,963) | (6,963) | ||||
Amortization of share-based compensation | 2,988 | 2,631 | 357 | 2,988 | |||
Effect of changes in ownership for consolidated entities | 10,907 | 17,486 | (6,579) | 10,907 | |||
Change in accumulated other comprehensive income | $ (62) | (62) | (59) | (3) | (62) | ||
Other, net | 93 | 93 | 93 | ||||
Net income | 93,753 | 83,792 | 3,755 | 87,547 | 6,206 | ||
Distributions to noncontrolling interests | (7,245) | (7,245) | (7,245) | ||||
Distributions to common unitholders | (62,615) | (59,777) | (2,838) | (62,615) | |||
Distributions to preferred unitholders | (2,148) | (2,148) | (2,148) | ||||
Balances at Mar. 31, 2018 | 1,662,647 | 125,000 | 1,545,190 | (4,788) | 1,665,402 | (2,755) | |
Balances at Dec. 31, 2018 | 1,763,641 | 125,000 | 1,574,419 | 67,189 | 1,766,608 | (2,967) | |
Increase (Decrease) in Partners' Capital [Roll Forward] | |||||||
Repurchases of common partnership units | (20,682) | (20,682) | (20,682) | ||||
Redemption of partnership units held by non-Aimco partners | (2,557) | (2,557) | (2,557) | ||||
Amortization of share-based compensation | 3,238 | 2,442 | 796 | 3,238 | |||
Effect of changes in ownership for consolidated entities | (2,168) | 2,168 | |||||
Change in accumulated other comprehensive income | 61 | 61 | 57 | 4 | 61 | ||
Other, net | 78 | 59 | 59 | 19 | |||
Net income | 289,361 | 274,133 | 15,137 | 289,270 | 91 | ||
Distributions to noncontrolling interests | $ (3,244) | ||||||
Distributions to common unitholders | (70,720) | (67,476) | (3,244) | (70,720) | |||
Distributions to preferred unitholders | (2,148) | (2,148) | (2,148) | ||||
Balances at Mar. 31, 2019 | $ 1,960,272 | $ 125,000 | $ 1,758,636 | $ 79,493 | $ 1,963,129 | $ (2,857) |
Organization |
3 Months Ended |
---|---|
Mar. 31, 2019 | |
Organization, Consolidation and Presentation of Financial Statements [Abstract] | |
Organization | Organization 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 some 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 March 31, 2019, after eliminations for units held by consolidated subsidiaries, the Aimco Operating Partnership had 158,435,979 common partnership units outstanding. As of March 31, 2019, Aimco owned 148,758,031 of the common partnership units (93.9% 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 March 31, 2019, we owned an equity interest in 128 apartment communities with 34,349 apartment homes in our portfolio. Our portfolio is diversified by both price point and geography and consists primarily of market rate apartment communities in which we own a substantial interest. We consolidated 124 of these apartment communities with 34,207 apartment homes and these communities comprise our segments. |
Basis of Presentation and Summary of Significant Accounting Policies |
3 Months Ended | ||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|
Mar. 31, 2019 | |||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
Organization, Consolidation and Presentation of Financial Statements [Abstract] | |||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
Basis of Presentation and Summary of Significant Accounting Policies | Basis of Presentation and Summary of Significant Accounting Policies Basis of Presentation The accompanying unaudited condensed consolidated financial statements have been prepared in accordance with the instructions to Form 10-Q and Article 10 of Regulation S-X. Certain information and footnote disclosures normally included in financial statements prepared in accordance with GAAP have been condensed or omitted in accordance with such rules and regulations, although management believes the disclosures are adequate to prevent the information presented from being misleading. In the opinion of management, all adjustments (consisting of normal recurring items) considered necessary for a fair presentation have been included. Operating results for the three months ended March 31, 2019, are not necessarily indicative of the results that may be expected for the year ending December 31, 2019. The balance sheets of Aimco and the Aimco Operating Partnership at December 31, 2018, have been derived from their respective audited financial statements at that date, but do not include all of the information and disclosures required by GAAP for complete financial statements. For further information, refer to the financial statements and notes thereto included in Aimco’s and the Aimco Operating Partnership’s combined Annual Report on Form 10-K for the year ended December 31, 2018. Except where indicated, the footnotes refer to both Aimco and the Aimco Operating Partnership. Principles of Consolidation Aimco’s accompanying condensed consolidated financial statements include the accounts of Aimco, the Aimco Operating Partnership, and their consolidated subsidiaries. The Aimco Operating Partnership’s condensed consolidated financial statements include the accounts of the Aimco Operating Partnership and its consolidated subsidiaries (see Note 9). All significant intercompany balances and transactions 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 condensed consolidated balance sheets as noncontrolling interests in the Aimco Operating Partnership. Interests in partnerships consolidated by the Aimco Operating Partnership that are held by third parties are reflected in our accompanying condensed consolidated balance sheets as noncontrolling interests in consolidated real estate partnerships. Temporary Equity and Partners’ Capital The following table presents a reconciliation of the Aimco Operating Partnership’s preferred OP Units from December 31, 2018 to March 31, 2019. The preferred OP Units may be redeemed at the holders’ option (as further discussed in Note 6), and are therefore presented within temporary equity in Aimco’s condensed consolidated balance sheets and within temporary capital in the Aimco Operating Partnership’s condensed consolidated balance sheets (in thousands).
Use of Estimates The preparation of our condensed 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. Reclassifications and Revisions Certain items in the 2018 condensed consolidated financial statements have been reclassified to conform to the current presentation. We have also reclassified gain on dispositions of real estate and related income taxes, which were previously reported net on our condensed consolidated statements of operations, to now present gain on dispositions of real estate as a component of income before income taxes in our condensed consolidated statements of operations, as follows (in thousands):
During the three months ended March 31, 2019, Aimco and the Aimco Operating Partnership effected a reverse split of share of common shares and common partnership units, respectively, at a ratio of 1 share or unit for every 1.03119 shares or units outstanding on the date of effectiveness. The accounting guidance for recapitalization events requires that we revise Aimco’s equity and the Aimco Operating Partnership’s partners’ capital as if the reverse split had occurred at the beginning of the earliest period presented. As such, we have revised the outstanding share and unit counts, presentation of share and unit activity, and earnings per share and unit, as if the reverse split had occurred on December 31, 2017. Accounting Pronouncements Adopted in the Current Year Effective January 1, 2019, we adopted the lease accounting standard issued by the Financial Accounting Standards Board, or FASB. We elected to adopt the new standard using practical expedients that: do not require a look back to expired or existing contracts for embedded leases; allow us to retain the classification of existing leases; and allow us to retain the previous accounting for the initial direct costs of existing leases. Under the new standard, a contract is or contains a lease when it provides the right to control the use of an asset for a period of time in exchange for consideration. Lessor accounting remains largely unchanged. In our position as a lessor, we have elected the practical expedient that allows us to combine revenue attributable to nonlease components with associated lease components where the timing and pattern of transfer of the components are the same. As a result, we will combine rent payments with payments for other services we provide to our residents, including residents’ reimbursement of utility expenses. We have adopted the standard using the optional transition method that allows for prior reporting periods to remain as originally presented. Please refer to Note 4. 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. The amendments created 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. We have presented comparative interim statements of stockholders’ and partners’ equity in our condensed consolidated financial statements for the three months ended March 31, 2019 and 2018. Recent Accounting Pronouncements In June 2016, the FASB issued a new standard for accounting for financial instruments and credit losses thereon, which changes the method and timing of the recognition of credit losses on financial assets. The standard will require us to estimate and record credit losses over the life of a receivable at its inception. We have limited loans receivable and we invest in debt securities, which are subject to the new standard. Receivables related to operating leases are excluded from the new standard as they are subject to the lease accounting standard. This standard is required to be applied using a modified-retrospective approach and requires a cumulative-effect adjustment to retained earnings be recorded as of the date of adoption. The new standard is effective for us on January 1, 2020. We are currently in the process of completing our analysis of the impact of the standard and do not expect it to have a material effect on our financial position or results of operations. |
Significant Transactions, Dispositions of Apartment Communities and Assets Held for Sale |
3 Months Ended | ||||||||||||||||||||
---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|
Mar. 31, 2019 | |||||||||||||||||||||
Discontinued Operations and Disposal Groups [Abstract] | |||||||||||||||||||||
Disposals and Other Significant Transactions | Significant Transactions Dispositions of Apartment Communities During the three months ended March 31, 2019, we sold apartment communities as summarized below (dollars in thousands):
The apartment communities sold 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. In addition to the apartment communities we sold during the current period, 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 March 31, 2019, no apartment communities were classified as held for sale. |
Leases |
3 Months Ended | ||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|
Mar. 31, 2019 | |||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
Leases [Abstract] | |||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
Leases | Leases The majority of payments that we receive for our residential and commercial leases are fixed. We receive variable payments from our residents and commercial tenants primarily for utility and other expense reimbursements. For the three months ended March 31, 2019, our total lease income was comprised of the following amounts for all operating leases (in thousands):
In general, our leases have options to extend for a certain period of time at the lessee’s option. Future minimum annual rental payments we will receive under commercial operating leases are as follows (in thousands). We do not include our residential operating leases due to their shorter duration.
Beginning in 2019, we are required to recognize right of use assets and related lease liabilities on our consolidated balance sheets when we are the lessee. Upon adoption of the standard, we recognized right of use assets of $87.5 million, which is presented in the Other assets line item on our condensed consolidated balance sheets, net of accumulated amortization. We also recognized the related lease liabilities of $79.7 million, which are presented in the Accrued liabilities and other line item on our condensed consolidated balance sheets. We estimated the value of the lease liabilities using a discount rate equivalent to an incremental borrowing rate, or the rate Aimco would pay on a secured borrowing with similar terms to the lease, based on Aimco’s borrowing profile and the term of the underlying lease. Substantially all of the payments under our ground and office leases are fixed. Rents for extension periods, when provided for in the lease, are generally determined based on a fair value factor at the time the option is exercised; therefore, these extension periods are not included in our determination of the right of use asset and lease liability. For the three months ended March 31, 2019, our total lease cost for ground and office leases was $3.2 million and $0.7 million, respectively. The ground and office leases have weighted average remaining terms of 79.4 years and 9.5 years, respectively, and weighted average discount rates of 4.12% and 3.65%, respectively. Minimum annual rental payments under operating leases, reconciled to the lease liabilities recognized on our condensed consolidated balance sheets are as follows (in thousands):
|
||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
Leases | Leases The majority of payments that we receive for our residential and commercial leases are fixed. We receive variable payments from our residents and commercial tenants primarily for utility and other expense reimbursements. For the three months ended March 31, 2019, our total lease income was comprised of the following amounts for all operating leases (in thousands):
In general, our leases have options to extend for a certain period of time at the lessee’s option. Future minimum annual rental payments we will receive under commercial operating leases are as follows (in thousands). We do not include our residential operating leases due to their shorter duration.
Beginning in 2019, we are required to recognize right of use assets and related lease liabilities on our consolidated balance sheets when we are the lessee. Upon adoption of the standard, we recognized right of use assets of $87.5 million, which is presented in the Other assets line item on our condensed consolidated balance sheets, net of accumulated amortization. We also recognized the related lease liabilities of $79.7 million, which are presented in the Accrued liabilities and other line item on our condensed consolidated balance sheets. We estimated the value of the lease liabilities using a discount rate equivalent to an incremental borrowing rate, or the rate Aimco would pay on a secured borrowing with similar terms to the lease, based on Aimco’s borrowing profile and the term of the underlying lease. Substantially all of the payments under our ground and office leases are fixed. Rents for extension periods, when provided for in the lease, are generally determined based on a fair value factor at the time the option is exercised; therefore, these extension periods are not included in our determination of the right of use asset and lease liability. For the three months ended March 31, 2019, our total lease cost for ground and office leases was $3.2 million and $0.7 million, respectively. The ground and office leases have weighted average remaining terms of 79.4 years and 9.5 years, respectively, and weighted average discount rates of 4.12% and 3.65%, respectively. Minimum annual rental payments under operating leases, reconciled to the lease liabilities recognized on our condensed consolidated balance sheets are as follows (in thousands):
|
Commitments and Contingencies |
3 Months Ended |
---|---|
Mar. 31, 2019 | |
Commitments and Contingencies Disclosure [Abstract] | |
Commitments and Contingencies | 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 and development of certain apartment communities, pursuant to financing or other arrangements. As of March 31, 2019, our commitments related to these capital activities totaled approximately $184.7 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. Income Taxes In 2014, the Internal Revenue Service initiated an audit of the Aimco Operating Partnership’s 2011 and 2012 tax years. We do not believe the audit will have any material effect on our unrecognized tax benefits, financial condition or results of operations. 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 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 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 a contingent liability stemming from a property in Lake Tahoe, California, regarding environmental contamination 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 March 31, 2019, are immaterial to our consolidated financial condition, results of operations and cash flows. |
Earnings per Share/Unit |
3 Months Ended |
---|---|
Mar. 31, 2019 | |
Earnings Per Share [Abstract] | |
Earnings per Share/Unit | Earnings and Dividends per Share and Unit 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 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 total stockholder return, or TSR, restricted stock awards that do not meet the definition of participating securities, which would result in an increase in the number of shares of Common Stock and common partnership units outstanding equal to the number of shares that vest. The dilutive effect of these securities was 0.2 million and 0.1 million shares and 0.3 million and 0.1 million units for the three months ended March 31, 2019 and 2018, respectively. Securities with dilutive effect are included in the denominator for calculating diluted earnings per share and per unit during these periods. There were no shares and 0.2 million potential shares, and 0.4 million and 0.2 million potential units not dilutive and excluded from the denominator for calculating diluted earnings per share and per unit, respectively, for both the three months ended March 31, 2019 and 2018. Our time-based restricted stock awards receive dividends similar to shares of Common Stock and common partnership units prior to vesting, and our TSR long-term incentive partnership units receive a percentage of the distributions paid to common partnership units prior to vesting. These dividends and distributions are not forfeited if the awards fail to vest. Therefore, the unvested 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 method. There were 0.2 million and 0.3 million unvested restricted participating shares and 0.2 million and 0.3 million unvested restricted participating units, for the three months ended March 31, 2019 and 2018, respectively. 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 March 31, 2019, these preferred OP Units were potentially redeemable for approximately 2.0 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 and we expect to exclude them in future periods. During the three months ended March 31, 2019 and 2018, we paid $2.02 and $0.38, respectively, in dividends and distributions per share and per unit. The $2.02 paid during the three months ended March 31, 2019 represents the per share and unit value of the special dividend and special distribution. The special dividend consisted of $67.1 million in cash, 4.5 million shares of Common Stock and $0.4 million of cash in paid lieu of issuing fractional shares. The special distribution consisted of $72.7 million in cash, 4.8 million common partnership units and $0.4 million of cash paid in lieu of issuing fractional units. |
Fair Value Measurements |
3 Months Ended |
---|---|
Mar. 31, 2019 | |
Fair Value Disclosures [Abstract] | |
Fair Value Measurements | Fair Value Measurements Recurring Fair Value Measurements We measure at fair value on a recurring basis our investments in the securitization trust that holds certain of our property debt, which we classify as available for sale, or AFS, debt securities. These investments are included in Other assets in the accompanying condensed 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 March 31, 2019, was approximately 2.2 years. Our amortized cost basis for these investments, which represents the original cost adjusted for interest accretion less interest payments received, was $85.1 million and $83.6 million at March 31, 2019 and December 31, 2018, respectively. We estimated the fair value of these investments to be $90.1 million and $88.5 million at March 31, 2019 and December 31, 2018, 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 value of the consolidated amounts of cash and cash equivalents, receivables and payables approximated their fair value at March 31, 2019, and December 31, 2018, due to their relatively short-term nature and high probability of realization. The carrying amounts of longer term seller financing notes receivable approximated their estimated fair value at March 31, 2019 and December 31, 2018. The carrying amount of our total indebtedness approximated its estimated fair value at March 31, 2019 and December 31, 2018. 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. |
Business Segments |
3 Months Ended | ||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|
Mar. 31, 2019 | |||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
Segment Reporting [Abstract] | |||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
Business Segments | Business Segments During the three months ended March 31, 2019, as a result of the 2018 sale of the Asset Management business, we revised the information regularly reviewed by our chief executive officer, who is our chief operating decision maker, to assess our operating performance. We have determined we have four segments: Same Store, Redevelopment and Development, Acquisition, and Other Real Estate. Our Same Store segment includes communities 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. Our Redevelopment and Development segment includes apartment communities that are 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. Our Acquisition segment includes apartment communities that we have acquired since the beginning of a two-year comparable period. Our Other Real Estate segment primarily includes apartment communities that are subject to limitations on rent increases and communities that we expect to sell within 12 months but do not yet meet the criteria to be classified as held for sale. 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 for consolidated apartment communities. We exclude from rental and other property revenues the amount of utility costs 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 condensed consolidated statements of operations, utility reimbursements are included in rental and other property revenues, in accordance with GAAP. As of March 31, 2019, our Same-Store segment included 96 consolidated apartment communities with 28,039 apartment homes; our Redevelopment and Development segment included seven consolidated apartment communities with 3,373 apartment homes; our Acquisition segment included six consolidated apartment communities with 1,480 apartment homes; and our Other Real Estate segment included 15 apartment communities with 1,315 apartment homes. The following tables present the revenues, proportionate property net operating income and income before income tax (expense) benefit of our segments on a proportionate basis and excluding our proportionate share of four communities with 142 apartment homes, which we do not consolidate, and amounts related to apartment communities sold as of March 31, 2019 for the three months ended March 31, 2019 and 2018 (in thousands):
The assets of our segments and the consolidated assets not allocated to our segments were as follows (in thousands):
For the three months ended March 31, 2019 and 2018, capital additions related to our segments were as follows (in thousands):
|
Variable Interest Entities |
3 Months Ended | ||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|
Mar. 31, 2019 | |||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
Organization, Consolidation and Presentation of Financial Statements [Abstract] | |||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
Variable Interest Entities | 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 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 the Aimco Operating Partnership is the primary beneficiary. All of the VIEs the Aimco Operating Partnership consolidates own interests in one or more apartment communities and are typically structured to generate a return for their partners through the operation and ultimate sale of the communities. The Aimco Operating Partnership is the primary beneficiary in the limited partnerships in which it is the sole decision maker and has a substantial economic interest. The table below summarizes information regarding VIEs consolidated by the Aimco Operating Partnership:
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 consolidated VIEs are summarized in the table below (in thousands):
|
Basis of Presentation and Summary of Significant Accounting Policies (Policies) |
3 Months Ended |
---|---|
Mar. 31, 2019 | |
Organization, Consolidation and Presentation of Financial Statements [Abstract] | |
Basis of Presentation | Basis of Presentation The accompanying unaudited condensed consolidated financial statements have been prepared in accordance with the instructions to Form 10-Q and Article 10 of Regulation S-X. Certain information and footnote disclosures normally included in financial statements prepared in accordance with GAAP have been condensed or omitted in accordance with such rules and regulations, although management believes the disclosures are adequate to prevent the information presented from being misleading. In the opinion of management, all adjustments (consisting of normal recurring items) considered necessary for a fair presentation have been included. Operating results for the three months ended March 31, 2019, are not necessarily indicative of the results that may be expected for the year ending December 31, 2019. The balance sheets of Aimco and the Aimco Operating Partnership at December 31, 2018, have been derived from their respective audited financial statements at that date, but do not include all of the information and disclosures required by GAAP for complete financial statements. For further information, refer to the financial statements and notes thereto included in Aimco’s and the Aimco Operating Partnership’s combined Annual Report on Form 10-K for the year ended December 31, 2018. Except where indicated, the footnotes refer to both Aimco and the Aimco Operating Partnership. |
Principles of Consolidation | Principles of Consolidation Aimco’s accompanying condensed consolidated financial statements include the accounts of Aimco, the Aimco Operating Partnership, and their consolidated subsidiaries. The Aimco Operating Partnership’s condensed consolidated financial statements include the accounts of the Aimco Operating Partnership and its consolidated subsidiaries (see Note 9). All significant intercompany balances and transactions 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 condensed consolidated balance sheets as noncontrolling interests in the Aimco Operating Partnership. Interests in partnerships consolidated by the Aimco Operating Partnership that are held by third parties are reflected in our accompanying condensed consolidated balance sheets as noncontrolling interests in consolidated real estate partnerships. |
Temporary Equity and Partners' Capital | The preferred OP Units may be redeemed at the holders’ option (as further discussed in Note 6), and are therefore presented within temporary equity in Aimco’s condensed consolidated balance sheets and within temporary capital in the Aimco Operating Partnership’s condensed consolidated balance sheets (in thousands). |
Use of Estimates | Use of Estimates The preparation of our condensed 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. |
Accounting Pronouncements Adopted in the Current Year and Recent Accounting Pronouncements | Accounting Pronouncements Adopted in the Current Year Effective January 1, 2019, we adopted the lease accounting standard issued by the Financial Accounting Standards Board, or FASB. We elected to adopt the new standard using practical expedients that: do not require a look back to expired or existing contracts for embedded leases; allow us to retain the classification of existing leases; and allow us to retain the previous accounting for the initial direct costs of existing leases. Under the new standard, a contract is or contains a lease when it provides the right to control the use of an asset for a period of time in exchange for consideration. Lessor accounting remains largely unchanged. In our position as a lessor, we have elected the practical expedient that allows us to combine revenue attributable to nonlease components with associated lease components where the timing and pattern of transfer of the components are the same. As a result, we will combine rent payments with payments for other services we provide to our residents, including residents’ reimbursement of utility expenses. We have adopted the standard using the optional transition method that allows for prior reporting periods to remain as originally presented. Please refer to Note 4. 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. The amendments created 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. We have presented comparative interim statements of stockholders’ and partners’ equity in our condensed consolidated financial statements for the three months ended March 31, 2019 and 2018. Recent Accounting Pronouncements In June 2016, the FASB issued a new standard for accounting for financial instruments and credit losses thereon, which changes the method and timing of the recognition of credit losses on financial assets. The standard will require us to estimate and record credit losses over the life of a receivable at its inception. We have limited loans receivable and we invest in debt securities, which are subject to the new standard. Receivables related to operating leases are excluded from the new standard as they are subject to the lease accounting standard. This standard is required to be applied using a modified-retrospective approach and requires a cumulative-effect adjustment to retained earnings be recorded as of the date of adoption. The new standard is effective for us on January 1, 2020. We are currently in the process of completing our analysis of the impact of the standard and do not expect it to have a material effect on our financial position or results of operations. |
Basis of Presentation and Summary of Significant Accounting Policies (Tables) |
3 Months Ended | ||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|
Mar. 31, 2019 | |||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
Schedule of Equity [Line Items] | |||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
Reconciliation of consolidated temporary equity accounts | The following table presents a reconciliation of the Aimco Operating Partnership’s preferred OP Units from December 31, 2018 to March 31, 2019. The preferred OP Units may be redeemed at the holders’ option (as further discussed in Note 6), and are therefore presented within temporary equity in Aimco’s condensed consolidated balance sheets and within temporary capital in the Aimco Operating Partnership’s condensed consolidated balance sheets (in thousands).
|
||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
Reclassifications to conform to the current presentation | We have also reclassified gain on dispositions of real estate and related income taxes, which were previously reported net on our condensed consolidated statements of operations, to now present gain on dispositions of real estate as a component of income before income taxes in our condensed consolidated statements of operations, as follows (in thousands):
|
Significant Transactions, Dispositions of Apartment Communities and Assets Held for Sale Disposal Groups, Including Discontinued Operations (Tables) |
3 Months Ended | ||||||||||||||||||||
---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|
Mar. 31, 2019 | |||||||||||||||||||||
Discontinued Operations and Disposal Groups [Abstract] | |||||||||||||||||||||
Disposal Groups, Including Discontinued Operations [Table Text Block] | During the three months ended March 31, 2019, we sold apartment communities as summarized below (dollars in thousands):
|
Leases (Tables) |
3 Months Ended | ||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|
Mar. 31, 2019 | |||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
Leases [Abstract] | |||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
Lease income for operating leases | For the three months ended March 31, 2019, our total lease income was comprised of the following amounts for all operating leases (in thousands):
|
||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
Future minimum annual rental payments receivable under commercial operating leases | Future minimum annual rental payments we will receive under commercial operating leases are as follows (in thousands). We do not include our residential operating leases due to their shorter duration.
|
||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
Minimum annual rental payments under operating leases | Minimum annual rental payments under operating leases, reconciled to the lease liabilities recognized on our condensed consolidated balance sheets are as follows (in thousands):
|
Business Segments (Tables) |
3 Months Ended | ||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|
Mar. 31, 2019 | |||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
Segment Reporting [Abstract] | |||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
Summary information for the reportable segments | The following tables present the revenues, proportionate property net operating income and income before income tax (expense) benefit of our segments on a proportionate basis and excluding our proportionate share of four communities with 142 apartment homes, which we do not consolidate, and amounts related to apartment communities sold as of March 31, 2019 for the three months ended March 31, 2019 and 2018 (in thousands):
|
||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
Reconciliation of Assets from Segment to Consolidated [Table Text Block] | The assets of our segments and the consolidated assets not allocated to our segments were as follows (in thousands):
|
||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
Capital additions related to segments | For the three months ended March 31, 2019 and 2018, capital additions related to our segments were as follows (in thousands):
|
Variable Interest Entities (Tables) |
3 Months Ended | ||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|
Mar. 31, 2019 | |||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
Organization, Consolidation and Presentation of Financial Statements [Abstract] | |||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
Schedule of Variable Interest Entities | The table below summarizes information regarding VIEs consolidated by the Aimco Operating Partnership:
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 consolidated VIEs are summarized in the table below (in thousands):
|
Basis of Presentation and Summary of Significant Accounting Policies (Details Textual) - USD ($) $ in Thousands |
Mar. 31, 2019 |
Dec. 31, 2018 |
Mar. 31, 2018 |
Dec. 31, 2017 |
---|---|---|---|---|
Income Statement, Balance Sheet and Additional Disclosures by Disposal Groups, Including Discontinued Operations [Line Items] | ||||
Cash, Cash Equivalents, Restricted Cash and Restricted Cash Equivalents | $ 198,389 | $ 72,595 | $ 139,031 | $ 142,541 |
Basis of Presentation and Summary of Significant Accounting Policies (Details) $ in Thousands |
3 Months Ended |
---|---|
Mar. 31, 2019
USD ($)
| |
Increase (Decrease) in Temporary Equity [Roll Forward] | |
Balance, December 31, 2018 | $ 101,291 |
Balance, March 31, 2019 | 101,195 |
AIMCO PROPERTIES, L.P [Member] | |
Increase (Decrease) in Temporary Equity [Roll Forward] | |
Balance, December 31, 2018 | 101,291 |
Distributions to holders of preferred OP Units | (1,934) |
Redemption of preferred OP Units and other | (96) |
Net income attributable to preferred OP Units | 1,934 |
Balance, March 31, 2019 | $ 101,195 |
Basis of Presentation and Summary of Significant Accounting Policies (Details 1) - USD ($) $ in Thousands |
3 Months Ended | |
---|---|---|
Mar. 31, 2019 |
Mar. 31, 2018 |
|
Error Corrections and Prior Period Adjustments Restatement [Line Items] | ||
Income tax benefit | $ (2,981) | $ 34,517 |
Gain on dispositions of real estate | $ 291,473 | 53,195 |
As Previously Reported | ||
Error Corrections and Prior Period Adjustments Restatement [Line Items] | ||
Income tax benefit | 37,388 | |
Gain on dispositions of real estate | 50,324 | |
Adjustments | ||
Error Corrections and Prior Period Adjustments Restatement [Line Items] | ||
Income tax benefit | (2,871) | |
Gain on dispositions of real estate | $ 2,871 |
Leases - Lease Income for Operating Leases (Details) $ in Thousands |
3 Months Ended |
---|---|
Mar. 31, 2019
USD ($)
| |
Leases [Abstract] | |
Fixed lease income | $ 215,581 |
Variable lease income | 14,144 |
Total lease income | $ 229,725 |
Leases - Future Minimum Annual Payments Receivable Under Commercial Operating Leases (Details) $ in Thousands |
Mar. 31, 2019
USD ($)
|
---|---|
Leases [Abstract] | |
April 1, 2019 to December 31, 2019 | $ 13,431 |
2020 | 16,103 |
2021 | 13,736 |
2022 | 13,246 |
2023 | 12,394 |
Thereafter | 57,942 |
Total | $ 126,852 |
Leases - Narrative (Details) - USD ($) $ in Thousands |
3 Months Ended | |
---|---|---|
Mar. 31, 2019 |
Jan. 01, 2019 |
|
Ground Lease | ||
New Accounting Pronouncements or Change in Accounting Principle [Line Items] | ||
Operating Lease, Weighted Average Discount Rate, Percent | 4.12% | |
Lease liabilities | $ 76,142 | |
Lease cost | $ 3,200 | |
Weighted average remaining term | 79 years 5 months | |
Office Lease | ||
New Accounting Pronouncements or Change in Accounting Principle [Line Items] | ||
Operating Lease, Weighted Average Discount Rate, Percent | 3.65% | |
Lease liabilities | $ 4,652 | |
Lease cost | $ 700 | |
Weighted average remaining term | 9 years 6 months | |
ASU 2016-02 | ||
New Accounting Pronouncements or Change in Accounting Principle [Line Items] | ||
Right of use assets | $ 87,500 | |
Lease liabilities | $ 79,700 |
Leases - Minimum Annual Rental Payments Under Operating Leases (Details) $ in Thousands |
Mar. 31, 2019
USD ($)
|
---|---|
Lessee, Lease, Description [Line Items] | |
April 1, 2019 to December 31, 2019 | $ 3,543 |
2020 | 5,156 |
2021 | 5,143 |
2022 | 5,053 |
2023 | 4,363 |
Thereafter | 432,813 |
Total | 456,071 |
Office Lease Obligations | |
Lessee, Lease, Description [Line Items] | |
April 1, 2019 to December 31, 2019 | 1,957 |
2020 | 2,806 |
2021 | 2,704 |
2022 | 2,561 |
2023 | 1,871 |
Thereafter | 10,644 |
Total | 22,543 |
Less: Discount | (17,891) |
Total lease liability | 4,652 |
Ground Lease Obligations | |
Lessee, Lease, Description [Line Items] | |
April 1, 2019 to December 31, 2019 | 1,586 |
2020 | 2,350 |
2021 | 2,439 |
2022 | 2,492 |
2023 | 2,492 |
Thereafter | 422,169 |
Total | 433,528 |
Less: Discount | (357,386) |
Total lease liability | $ 76,142 |
Commitments and Contingencies (Details Textual) $ in Millions |
3 Months Ended |
---|---|
Mar. 31, 2019
USD ($)
| |
Commitments related to development, redevelopment and capital improvement activities [Member] | |
Long-term Purchase Commitment [Line Items] | |
Commitments related to capital spending activities | $ 184.7 |
Time Period of Long-term Purchase Commitment | 12 months |
Maximum [Member] | Commitments related to operations [Member] | |
Long-term Purchase Commitment [Line Items] | |
Time Period of Long-term Purchase Commitment | 1 year |
Fair Value Measurements (Details Textual) - USD ($) $ in Thousands |
3 Months Ended | |
---|---|---|
Mar. 31, 2019 |
Dec. 31, 2018 |
|
Fair Value, Balance Sheet Grouping, Financial Statement Captions [Line Items] | ||
Total indebtedness associated with Real Estate portfolio | $ 3,929,023 | $ 4,075,665 |
Non-recourse property debt, net | 3,859,023 | 3,915,305 |
Available-for-sale Securities [Member] | ||
Fair Value, Balance Sheet Grouping, Financial Statement Captions [Line Items] | ||
Face amount of investment in available-for-sale debt securities | $ 100,900 | |
Excepted remaining term of available for sale securities | 2 years 2 months | |
Amortized cost of the investment in available-for-sale debt securities | $ 85,100 | 83,600 |
Available-for-sale Securities [Member] | Fair Value, Inputs, Level 2 [Member] | ||
Fair Value, Balance Sheet Grouping, Financial Statement Captions [Line Items] | ||
Mortgage-backed securities available-for-sale, fair value disclosure | $ 90,100 | $ 88,500 |
Business Segments (Details 1) - USD ($) $ in Thousands |
Mar. 31, 2019 |
Dec. 31, 2018 |
---|---|---|
Segment Reporting Information [Line Items] | ||
Total assets | $ 6,283,769 | $ 6,190,004 |
Corporate Non-Segment [Member] | ||
Segment Reporting Information [Line Items] | ||
Total assets | 440,278 | 414,802 |
Same Store [Member] | Operating Segments [Member] | ||
Segment Reporting Information [Line Items] | ||
Total assets | 4,148,435 | 4,148,787 |
Redevelopment and Development [Member] | Operating Segments [Member] | ||
Segment Reporting Information [Line Items] | ||
Total assets | 822,348 | 792,126 |
Acquisition [Member] | Operating Segments [Member] | ||
Segment Reporting Information [Line Items] | ||
Total assets | 546,467 | 507,190 |
Other Real Estate [Member] | Operating Segments [Member] | ||
Segment Reporting Information [Line Items] | ||
Total assets | $ 326,241 | $ 327,099 |
Business Segments (Details 2) - USD ($) $ in Millions |
3 Months Ended | |
---|---|---|
Mar. 31, 2019 |
Mar. 31, 2018 |
|
Segment Reporting Information [Line Items] | ||
Capital additions | $ 75,898 | $ 73,627 |
Same Store [Member] | Operating Segments [Member] | ||
Segment Reporting Information [Line Items] | ||
Capital additions | 30,211 | 27,522 |
Redevelopment and Development [Member] | Operating Segments [Member] | ||
Segment Reporting Information [Line Items] | ||
Capital additions | 39,048 | 43,481 |
Acquisition [Member] | Operating Segments [Member] | ||
Segment Reporting Information [Line Items] | ||
Capital additions | 3,868 | 483 |
Other Real Estate [Member] | Operating Segments [Member] | ||
Segment Reporting Information [Line Items] | ||
Capital additions | $ 2,771 | $ 2,141 |
9*;3^M&J*,[A>AH
M)\^M.P+=S$XGG0=PG^9_X<,QZ2M7QZK5T;,T]@/??88?I#3"KBB]LYURLB>S
M:5"+@^EOY_9>#<>386!D-QZ]DNG\M_X#4$L#!!0 ( !B@HTZB3-^=(P8
M .PB 8 >&PO=V]R:W-H965T 'JB[ /(IK(/P8P5
MT-5;Q@I(0F'V 823V8=@P@J(32UAQ8,39A](-Y%]*.:K@NC4\E4]-^TM Y*)
M[$,Q6A5TXQ:MBA)1E'T@X53VH1BOZO'JL@_UV(39!]8ELP_%>%60%UB\(HU=
MTM.: H=FZ&,#D
M@(GT6C(BE1+UX+2IDUP$H_LX(H"2"R#KZ20_OVU&0^&2)FGB\&'XQ04,E1/
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M3SK;9_I_%/7S Z"WB <#GJD^6 V>Z\[P+][^'PR&./???R[/Z2_!T&O'PZF
M0SQ4(&DHU7 @!1P$$U J0#UH*I]VNVR?N5VV]WJ9
MX!.'^.:>M^U#N+]>4)9-&G,356.850KSPJ!>I6>2IVSK>Z<-BQ-H2KFZD3S]
M:#%@S Y)6K/_CU5@VRBB.!/I^V4DM6")[9AE!&TS3$GD_%.F(I
M:KO)F(A0E.?HOQ73H\46Y,-JX7. #)%87PX&*& 1G70Y2'V
M3E&LL1J/L&!_ K0-5+J].V"K;27FF>MW4U<0*UP17\+5W+*PP4;ZWHSF>S.:
M[\UHOC>C^=Z,YG_(2?O>C.9[,YKOS6B^-Z/YWHSF>S.:%N;_O1G-]V8TWYO1
M?/-F--LCF^(C)RZAUP? >BOZW7:G-674?&\P\[W!3#747">3LTVM8]H\1-^;
MU/QW-*G9*9=B]QXW-]]KW^/OM>_?:]___ZM]_Y3?1ZG>;7GX!I/<%@7I J#-
M>=SA UXZHJ@VI^K_XIE0IP/?%KMQFDW)66>;[H9U-R1;EY3/AM3V7T'SK)?>
MI?$;Z/1W?/W.;I/K>:?QZM-.!YUI][<>,%C>1JG>G^AK01CNU2\?B&0]9'RD
M.[+:9?-_&5?/+E\:SM4V6'5#O62>APR!/Y5Z-WFOG+%5 LEI4_@=;10%9M>7VM;U9%
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M=EF[JJ^^:]=^KQ_[E>E[,9X_U4_6Z[C\W[[_4
MAPGY^>PP^]_JMWH=Y4,D<8R'9MV-?V1C5/]J>JKFZNV>9^U^[NUJX:'PEURO)@/
MP\GQVHW_B[/MXMFW&T?9U>)MZ.B@6>XU=*HY*A:Q]^,0A(98DFE.YP/<645>
MX!$83H+']OYL$HD0!78@8P=\TD$9U$782\(HV>YG43HJO9J*E94^E!D.QL-@
M/)@-X0X"[""8V11Z-GN)G(;)/NC) !5Y2=R:',:2VRNK1EGF9I2+>&DE9Q4-
MT'EV)]V=A5/ < H3CB,USK(PXU!9.!6,%5VP>)?C8$H83 F"$15,:<9ARG0P
M5D2%X$A"]+\E;L6D?R1AJYYJL$V<)D=*,W1QDE?>96!O>7R3]_!IVA^$;63GR-EX
M?-G8_]H8#RAE=X6EMOC!%D-![
V
MUKX =]Q[]^XXT@'-DVT ''G6JK49;9SK#HS9H@$M[!5VT/J;"HT6SINF9K8S
M(,H(THKQS>:::2%;FJ?1=S)YBKU3LH63(;;76IB7(R@<,IK05\>#K!L7'"Q/
M.U'#3W"_NI/Q%IM92JFAM1);8J#*Z&UR..Y"? SX+6&PBS,)E9P1GX+QO*@$
E/K1W'S8+?VP<21SN=5-BM2\
MO 'G5>+X_:OZ_\!4$L#!!0 ( !B@HT[QP $7?0( $() 9
M >&PO=V]R:W-H965T5K^/\OLX.)W-8G@+WIGS
M^RUCG2_C_!Z!>)=G3^5#<)8M5U'J#2IO7R^CQ2)XO2Z2-"[:P(,AEG#.KLML
M]FL87--A"SZMRZ*$$PE3>91P\>'L4W"9PUD'?,1%&+R_#'[Y$"]OX_S_M+Q\
M]>GR_.KFXOP:WFVF]?%XW/4^WH:4LPP.4%K S_!7D2V2.;W[.EI$Z2R&M0#3
M*8+#SVFTGB?PRQ%PD\_7;X+#@Z/@($C2X.8A6Q>P3 \W;^*9X1\G'ES7U^
AOL)KM9#5W/_Y2)4RE*E4*I2]^=WOG[B]
M2ZD#:M+<'AW>JL%65ERQI/:T87QTE ]);ON->DNGG.=OON"=PN$>%[B)E^BD
M!T%Z;B\XU\7]#I1G\B3O=)7ES4-CKY-]FK8$A^A_%P8O'<499W0.QL&1+
@5N(Z[?Q;;>0&,!6.8B6=LBP0WA9@;?NE*77?"$K]
M6W.5IJ\P?"&2=>1G"Z29+VR]6>B8>4JCUMYA4>XUVORO4*O=8MV]$O< ;CTI
MP:'SH(T6*D5E.NVE3LM>7E,C;)]OVK