Toggle SGML Header (+)


Section 1: 8-K (8-K)

Document



UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
_____________________________________________
FORM 8-K
_____________________________________________
CURRENT REPORT
PURSUANT TO SECTION 13 OR 15(d) OF THE
SECURITIES EXCHANGE ACT OF 1934

Date of Report (Date of earliest event reported) July 25, 2018
_____________________________________________
APARTMENT INVESTMENT AND MANAGEMENT COMPANY
AIMCO PROPERTIES, L.P.
(Exact name of registrant as specified in its charter)
_____________________________________________
 
MARYLAND (Apartment Investment and Management Company)
 
1-13232
 
84-1259577
DELAWARE (AIMCO Properties, L.P.)
 
0-24497
 
84-1275621
(State or other jurisdiction
 
(Commission
 
(I.R.S. Employer
of incorporation or organization)
 
File Number)
 
Identification No.)
4582 SOUTH ULSTER STREET
SUITE 1100, DENVER, CO 80237
_____________________________________________
(Address of principal executive offices)
  
(Zip Code)
 
Registrant's telephone number, including area code: (303) 757-8101
NOT APPLICABLE
 (Former name or Former Address, if Changed Since Last Report)
_____________________________________________
Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions:
o
Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)
 
 
o
Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)
 
 
o
Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))
 
 
o
Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))
Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (§230.405 of this chapter) or Rule 12b-2 of the Securities Exchange Act of 1934 (§240.12b-2 of this chapter).
 
Emerging growth company 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. o







ITEM 2.01.    Completion of Acquisition or Disposition of Assets.
On July 25, 2018, AIMCO Properties, L.P., or the Aimco Operating Partnership, which holds all of Apartment Investment and Management Company's, or Aimco, assets and manages the daily operations of Aimco's business, sold its Asset Management portfolio and four affordable real estate communities to Related Companies' affordable division, or Related, for a gross sales price of $590 million. Aimco and the Aimco Operating Partnership are not affiliated with Related and the terms of the transaction were determined through arm's-length negotiations.
Unaudited pro forma financial information for Aimco and the Aimco Operating Partnership which gives effect to the sale is included as Exhibit 99.1 to this report.
In connection with this sale, we estimate that we will recognize a $469 million gain on sale during the three month period ended September 30, 2018, which is presented as an adjustment to equity in the accompanying unaudited pro forma consolidated balance sheets.
ITEM 9.01.    Financial Statements and Exhibits.
(b)     Pro Forma Financial Information
The unaudited pro forma financial information as of March 31, 2018 and for the year ended December 31, 2017 and for the three months ended March 31, 2018, including notes thereto, is included as Exhibit 99.1 to this report and incorporated herein by reference.
(d)    The following exhibit is filed with this report:
Exhibit Number
Description
Unaudited pro forma condensed consolidated balance sheets and unaudited pro forma condensed consolidated statements of operations, including notes thereto, of Aimco and the Aimco Operating Partnership.






Signatures
Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned thereunto duly authorized.
 
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)

Date: July 30, 2018


(Back To Top)

Section 2: EX-99.1 (EXHIBIT 99.1)

Exhibit


APARTMENT INVESTMENT AND MANAGEMENT COMPANY AND AIMCO PROPERTIES, L.P.
PRO FORMA CONDENSED CONSOLIDATED FINANCIAL STATEMENTS
(UNAUDITED)
This pro forma financial information combines the pro forma condensed consolidated financial statements, and notes thereto, of Apartment Investment and Management Company, or Aimco, and AIMCO Properties, L.P., or the Aimco Operating Partnership. Where it is important to distinguish between the two entities, we refer to them specifically. Otherwise, references to “we,” “us” or “our” mean, collectively, Aimco, the Aimco Operating Partnership and their consolidated entities.
On July 25, 2018, we sold our Asset Management business and four affordable apartment communities, or the Hunters Point communities, to Related Companies, or Related for a gross sales price of $590 million.
The accompanying pro forma condensed consolidated financial statements have been prepared to reflect the effect of the sale as described in Item 2.01 of the Current Report on Form 8-K with which this Exhibit 99.1 is filed, and are presented to comply with Article 11 of Regulation S-X and follow guidelines of the Securities and Exchange Commission, or the SEC. The pro forma condensed consolidated statements of operations for the three months ended March 31, 2018 and the year ended December 31, 2017 are based on our historical consolidated statements of operations, and give effect to the sale as if it had occurred on January 1, 2017. The pro forma condensed consolidated balance sheets as of March 31, 2018 are based on our consolidated balance sheets on that date and give effect to the sale as if it occurred on March 31, 2018. The pro forma financial information excludes the effect of our acquisition of four apartment communities located in Philadelphia and all other transactions that occurred subsequent to March 31, 2018.
The pro forma condensed consolidated financial statements presented below are based on assumptions and adjustments set forth in the notes thereto. The pro forma adjustments made in the compilation of the pro forma consolidated financial statements were directly attributable to the sale, are factually supportable, are based upon available information and assumptions, that we consider reasonable, and have been made solely for purposes of developing such unaudited pro forma financial information for illustrative purposes in compliance with the disclosure requirements of the SEC. The pro forma financial information is presented for informational purposes only and should not be considered indicative of actual results that would have been achieved had the sale actually been consummated on the dates indicated and does not purport to be indicative of the financial condition as of any future date or results of operation for any future period.
The pro forma financial information should be read in conjunction with our audited consolidated financial statements and notes thereto included in the our Annual Report on Form 10-K for the year ended December 31, 2017 filed with the SEC on March 1, 2018.






APARTMENT INVESTMENT AND MANAGEMENT COMPANY
PRO FORMA CONDENSED CONSOLIDATED BALANCE SHEETS
As of March 31, 2018
(In thousands, except share data)
(Unaudited)
 
As Reported (A)
 
Effect of Sale
(B)
 
Use of Proceeds
(C)
 
Pro Forma
ASSETS
 
 
 
 
 
 
 
Real estate, net
5,514,330

 
(52,964
)
(B1)

 
5,461,366

Cash and cash equivalents
51,894

 
505,944

(B2)
(328,635
)
 
229,203

Restricted cash
38,999

 
(2,006
)
(B1)

 
36,993

Other assets
371,152

 
(34,337
)
(B3)

 
336,815

Assets of partnerships served by Asset Management business:
 
 
 
 
 
 
 
Real estate, net
220,408

 
(220,408
)
(B1)

 

Cash and cash equivalents
18,374

 
(18,374
)
(B1)

 

Restricted cash
29,764

 
(29,764
)
(B1)

 

Other assets
10,369

 
(10,369
)
(B1)

 

Total assets
$
6,255,290

 
$
137,722

 
$
(328,635
)
 
$
6,064,377

 
 
 
 
 
 
 
 
LIABILITIES AND EQUITY
 
 
 
 
 
 
 
Non-recourse property debt secured by Real Estate communities, net
$
3,700,979

 
$
(68,484
)
(B4)
$

 
$
3,632,495

Term loan, net
249,729

 

 
(249,729
)
 

Revolving credit facility borrowings
78,635

 

 
(78,635
)
 

Total indebtedness associated with Real Estate portfolio
4,029,343

 
(68,484
)
 
(328,364
)
 
3,632,495

Accrued liabilities and other
207,202

 
(1,973
)
 

 
205,229

Liabilities of partnerships served by Asset Management business:
 
 
 
 
 
 
 
Non-recourse property debt, net
225,502

 
(225,502
)
(B1)

 

Accrued liabilities and other
17,404

 
(17,404
)
(B1)

 

Deferred income
11,814

 
(11,814
)
(B1)

 

Total liabilities
4,491,265

 
(325,177
)
 
(328,364
)
 
3,837,724

Preferred noncontrolling interests in Aimco Operating Partnership
101,378

 

 

 
101,378

 
 
 
 
 
 
 
 
Equity:
 
 
 
 
 
 
 
Perpetual Preferred Stock
125,000

 

 

 
125,000

Common Stock, $0.01 par value, 500,787,260 shares authorized, 157,326,117 shares issued/outstanding at March 31, 2018
1,573

 

 

 
1,573

Additional paid-in capital
3,885,279

 

 

 
3,885,279

Accumulated other comprehensive income
3,544

 

 

 
3,544

Distributions in excess of earnings
(2,345,206
)
 
442,531

(B5)
(259
)
 
(1,902,934
)
Total Aimco equity
1,670,190

 
442,531

 
(259
)
 
2,112,462

Noncontrolling interests in consolidated real estate partnerships
(2,755
)
 

 

 
(2,755
)
Common noncontrolling interests in Aimco Operating Partnership
(4,788
)
 
20,368

(B5)
(12
)
 
15,568

Total equity
1,662,647

 
462,899

 
(271
)
 
2,125,275

Total liabilities and equity
$
6,255,290

 
$
137,722

 
$
(328,635
)
 
$
6,064,377







AIMCO PROPERTIES, L.P.
PRO FORMA CONDENSED CONSOLIDATED BALANCE SHEETS
As of March 31, 2018
(In thousands)
(Unaudited)
 
As Reported (A)
 
Effect of Sale
(B)
 
Use of Proceeds
(C)
 
Pro Forma
ASSETS
 
 
 
 
 
 
 
Real estate, net
5,514,330

 
(52,964
)
(B1)

 
5,461,366

Cash and cash equivalents
51,894

 
505,944

(B2)
(328,635
)
 
229,203

Restricted cash
38,999

 
(2,006
)
(B1)

 
36,993

Other assets
371,152

 
(34,337
)
(B3)

 
336,815

Assets of partnerships served by Asset Management business:
 
 
 
 
 
 
 
Real estate, net
220,408

 
(220,408
)
(B1)

 

Cash and cash equivalents
18,374

 
(18,374
)
(B1)

 

Restricted cash
29,764

 
(29,764
)
(B1)

 

Other assets
10,369

 
(10,369
)
(B1)

 

Total assets
$
6,255,290

 
$
137,722

 
$
(328,635
)
 
$
6,064,377

 
 
 
 
 
 
 
 
LIABILITIES AND EQUITY
 
 
 
 
 
 
 
Non-recourse property debt secured by Real Estate communities, net
$
3,700,979

 
$
(68,484
)
(B4)
$

 
$
3,632,495

Term loan, net
249,729

 

 
(249,729
)
 

Revolving credit facility borrowings
78,635

 

 
(78,635
)
 

Total indebtedness associated with Real Estate portfolio
4,029,343

 
(68,484
)
 
(328,364
)
 
3,632,495

Accrued liabilities and other
207,202

 
(1,973
)
 

 
205,229

Liabilities of partnerships served by Asset Management business:
 
 
 
 
 
 
 
Non-recourse property debt, net
225,502

 
(225,502
)
(B1)

 

Accrued liabilities and other
17,404

 
(17,404
)
(B1)

 

Deferred income
11,814

 
(11,814
)
(B1)

 

Total liabilities
4,491,265

 
(325,177
)
 
(328,364
)
 
3,837,724

Redeemable preferred units
101,378

 

 

 
101,378

 
 
 
 
 
 
 
 
Partners’ capital:
 
 
 
 
 
 
 
Preferred units
125,000

 

 

 
125,000

General Partner and Special Limited Partner
1,545,190

 
442,531

(B5)
(259
)
 
1,987,462

Limited Partners
(4,788
)
 
20,368

(B5)
(12
)
 
15,568

Partners’ capital attributable to the Aimco Operating Partnership
1,665,402

 
462,899

 
(271
)
 
2,128,030

Noncontrolling interests in consolidated real estate partnerships
(2,755
)
 

 

 
(2,755
)
Total partners’ capital
1,662,647

 
462,899

 
(271
)
 
2,125,275

Total liabilities and partners’ capital
$
6,255,290

 
$
137,722

 
$
(328,635
)
 
$
6,064,377







APARTMENT INVESTMENT AND MANAGEMENT COMPANY
PRO FORMA CONDENSED CONSOLIDATED STATEMENTS OF OPERATIONS
For the three months ended March 31, 2018
(In thousands, except per share data)
(Unaudited)
 
As Reported (D)
 
Amounts Related to Sale
(E)
 
Other
(F)
 
Pro Forma
REVENUES
 
 
 
 
 
 
 
Rental and other property revenues attributable to Real Estate
$
225,393

 
$
(4,764
)
 
$

 
$
220,629

Rental and other property revenues of partnerships served by Asset Management business
18,808

 
(18,808
)
 

 

Tax credit and transaction revenues
3,519

 
(1,874
)
 

 
1,645

Total revenues
247,720

 
(25,446
)
 

 
222,274

 
 
 
 
 
 
 
 
OPERATING EXPENSES
 
 
 
 
 
 
 
Property operating expenses attributable to Real Estate
78,287

 
(1,453
)
 

 
76,834

Property operating expenses of partnerships served by Asset Management business
9,195

 
(9,195
)
 

 

Depreciation and amortization
92,548

 
(7,753
)
 

 
84,795

General and administrative and other expenses, net
14,313

 
(772
)
(E1)

 
13,541

Total operating expenses
194,343

 
(19,173
)
 

 
175,170

Operating income
53,377

 
(6,273
)
 

 
47,104

Interest income (expense) and other, net
(45,399
)
 
3,627

 
2,383

 
(39,389
)
Income before income taxes and gain on dispositions
7,978

 
(2,646
)
 
2,383

 
7,715

Income tax benefit
37,388

 
(33,247
)
 

 
4,141

Income before gain on dispositions
45,366

 
(35,893
)
 
2,383

 
11,856

Gain (loss) on dispositions of real estate, inclusive of related income tax
50,324

 

 

 
50,324

Net income
95,690

 
(35,893
)
 
2,383

 
62,180

Noncontrolling interests:
 
 
 
 
 
 
 
Net income attributable to noncontrolling interests in consolidated real estate partnerships
(6,206
)
 

 

 
(6,206
)
Net income attributable to preferred noncontrolling interests in Aimco Operating Partnership
(1,937
)
 

 

 
(1,937
)
Net income attributable to common noncontrolling interests in Aimco Operating Partnership
(3,755
)
 
1,579

 
(105
)
 
(2,281
)
Net income attributable to noncontrolling interests
(11,898
)
 
1,579

 
(105
)
 
(10,424
)
Net income attributable to Aimco
83,792

 
$
(34,314
)
 
$
2,278

 
$
51,756

Net income attributable to Aimco preferred stockholders
(2,148
)
 

 

 
(2,148
)
Net income attributable to participating securities
(119
)
 
28

 
(3
)
 
(94
)
Net income attributable to Aimco common stockholders
$
81,525

 
$
(34,286
)
 
$
2,275

 
$
49,514

 
 
 
 
 
 
 
 
Net income attributable to Aimco per common share – basic and diluted
$
0.52

 
 
 
 
 
$
0.32

 
 
 
 
 
 
 
 
Weighted average common shares outstanding – basic
156,609

 
 
 
 
 
156,609

Weighted average common shares outstanding – diluted
156,740

 
 
 
 
 
156,740







AIMCO PROPERTIES, L.P.
PRO FORMA CONDENSED CONSOLIDATED STATEMENTS OF OPERATIONS
For the three months ended March 31, 2018
(In thousands, except per unit data)
(Unaudited)
 
As Reported (D)
 
Amounts Related to Sale
(E)
 
Other (F)
 
Pro Forma
REVENUES
 
 
 
 
 
 
 
Rental and other property revenues attributable to Real Estate
$
225,393

 
$
(4,764
)
 
$

 
$
220,629

Rental and other property revenues of partnerships served by Asset Management business
18,808

 
(18,808
)
 

 

Tax credit and transaction revenues
3,519

 
(1,874
)
 

 
1,645

Total revenues
247,720

 
(25,446
)
 

 
222,274

 
 
 
 
 
 
 
 
OPERATING EXPENSES
 
 
 
 
 
 
 
Property operating expenses attributable to Real Estate
78,287

 
(1,453
)
 

 
76,834

Property operating expenses of partnerships served by Asset Management business
9,195

 
(9,195
)
 

 

Depreciation and amortization
92,548

 
(7,753
)
 

 
84,795

General and administrative and other expenses, net
14,313

 
(772
)
(E1)

 
13,541

Total operating expenses
194,343

 
(19,173
)
 

 
175,170

Operating income
53,377

 
(6,273
)
 

 
47,104

Interest income (expense) and other, net
(45,399
)
 
3,627

 
2,383

 
(39,389
)
Income before income taxes and gain on dispositions
7,978

 
(2,646
)
 
2,383

 
7,715

Income tax benefit
37,388

 
(33,247
)
 

 
4,141

Income before gain on dispositions
45,366

 
(35,893
)
 
2,383

 
11,856

Gain (loss) on dispositions of real estate, inclusive of related income tax
50,324

 

 

 
50,324

Net income
95,690

 
(35,893
)
 
2,383

 
62,180

Net income attributable to noncontrolling interests in consolidated real estate partnerships
(6,206
)
 

 

 
(6,206
)
Net income attributable to the Aimco Operating Partnership
89,484

 
(35,893
)
 
2,383

 
55,974

Net income attributable to the Aimco Operating Partnership’s preferred unitholders
(4,085
)
 

 

 
(4,085
)
Net income attributable to participating securities
(125
)
 
31

 
(3
)
 
(97
)
Net income attributable to the Aimco Operating Partnership’s common unitholders
$
85,274

 
$
(35,862
)
 
$
2,380

 
$
51,792

 
 
 
 
 
 
 
 
Net income attributable to the Aimco Operating Partnership per common unit – basic and diluted
$
0.52

 
 
 
 
 
$
0.32

 
 
 
 
 
 
 
 
Weighted average common units outstanding – basic
163,825

 
 
 
 
 
163,825

Weighted average common units outstanding – diluted
163,959

 
 
 
 
 
163,959







APARTMENT INVESTMENT AND MANAGEMENT COMPANY
PRO FORMA CONDENSED CONSOLIDATED STATEMENTS OF OPERATIONS
For the year ended December 31, 2017
(In thousands, except per share data)
(Unaudited)
 
As Reported (D)
 
Amounts Related to Sale
(E)
 
Other (F)
 
Pro Forma
REVENUES:
 
 
 
 
 
 
 
Rental and other property revenues attributable to Real Estate
$
918,148

 
$
(18,666
)
 
$

 
$
899,482

Rental and other property revenues of partnerships served by Asset Management business
74,046

 
(74,046
)
 

 

Tax credit and transaction revenues
13,243

 
(10,695
)
 

 
2,548

Total revenues
1,005,437

 
(103,407
)
 

 
902,030

OPERATING EXPENSES:
 
 
 
 
 
 
 
Property operating expenses attributable to Real Estate
318,939

 
(5,743
)
 

 
313,196

Property operating expenses of partnerships served by Asset Management business
35,440

 
(35,440
)
 

 

Depreciation and amortization
366,184

 
(30,278
)
 

 
335,906

General and administrative and other expenses, net
55,010

 
(3,267
)
(E1)

 
51,743

Provision for real estate impairment loss
35,881

 

 

 
35,881

Total operating expenses
811,454

 
(74,728
)
 

 
736,726

Operating income
193,983

 
(28,679
)
 

 
165,304

Interest income (expense) and other, net
(178,589
)
 
13,909

 
8,849

 
(155,831
)
Income (loss) before income taxes and gain on dispositions
15,394

 
(14,770
)
 
8,849

 
9,473

Income tax benefit
32,126

 
1,596

 

 
33,722

Income before gain on dispositions
47,520

 
(13,174
)
 
8,849

 
43,195

Gain on dispositions of real estate, net of tax
299,559

 

 

 
299,559

Net income
347,079

 
(13,174
)
 
8,849

 
342,754

Noncontrolling interests:
 
 
 
 
 
 
 
Net income attributable to noncontrolling interests in consolidated real estate partnerships
(9,084
)
 

 

 
(9,084
)
Net income attributable to preferred noncontrolling interests in Aimco Operating Partnership
(7,764
)
 

 

 
(7,764
)
Net income attributable to common noncontrolling interests in Aimco Operating Partnership
(14,457
)
 
603

 
(405
)
 
(14,259
)
Net income attributable to noncontrolling interests
(31,305
)
 
603

 
(405
)
 
(31,107
)
Net income attributable to Aimco
315,774

 
(12,571
)
 
8,444

 
311,647

Net income attributable to Aimco preferred stockholders
(8,594
)
 

 

 
(8,594
)
Net income attributable to participating securities
(319
)
 
13

 
(9
)
 
(315
)
Net income attributable to Aimco common stockholders
$
306,861

 
$
(12,558
)
 
$
8,435

 
$
302,738

 
 
 
 
 
 
 
 
Net income attributable to Aimco per common share – basic
$
1.96

 
 
 
 
 
$
1.94

Net income attributable to Aimco per common share – diluted
$
1.96

 
 
 
 
 
$
1.93

 
 
 
 
 
 
 
 
Weighted average common shares outstanding – basic
156,323

 
 
 
 
 
156,323

Weighted average common shares outstanding – diluted
156,796

 
 
 
 
 
156,796







AIMCO PROPERTIES, L.P.
PRO FORMA CONDENSED CONSOLIDATED STATEMENTS OF OPERATIONS
For the year ended December 31, 2017
(In thousands, except per unit data)
(Unaudited)
 
As Reported (D)
 
Amounts Related to Sale
(E)
 
Other (F)
 
Pro Forma
REVENUES:
 
 
 
 
 
 
 
Rental and other property revenues attributable to Real Estate
$
918,148

 
$
(18,666
)
 
$

 
$
899,482

Rental and other property revenues of partnerships served by Asset Management business
74,046

 
(74,046
)
 

 

Tax credit and transaction revenues
13,243

 
(10,695
)
 

 
2,548

Total revenues
1,005,437

 
(103,407
)
 

 
902,030

OPERATING EXPENSES:
 
 
 
 
 
 
 
Property operating expenses attributable to Real Estate
318,939

 
(5,743
)
 

 
313,196

Property operating expenses of partnerships served by Asset Management business
35,440

 
(35,440
)
 

 

Depreciation and amortization
366,184

 
(30,278
)
 

 
335,906

General and administrative and other expenses, net
55,010

 
(3,267
)
(E1)

 
51,743

Provision for real estate impairment loss
35,881

 

 

 
35,881

Total operating expenses
811,454

 
(74,728
)
 

 
736,726

Operating income
193,983

 
(28,679
)
 

 
165,304

Interest income (expense) and other, net
(178,589
)
 
13,909

 
8,849

 
(155,831
)
Income (loss) before income taxes and gain on dispositions
15,394

 
(14,770
)
 
8,849

 
9,473

Income tax benefit
32,126

 
1,596

 

 
33,722

Income before gain on dispositions
47,520

 
(13,174
)
 
8,849

 
43,195

Gain on dispositions of real estate, net of tax
299,559

 

 

 
299,559

Net income
347,079

 
(13,174
)
 
8,849

 
342,754

Net income attributable to noncontrolling interests in consolidated real estate partnerships
(9,084
)
 

 

 
(9,084
)
Net income attributable to the Aimco Operating Partnership
337,995

 
(13,174
)
 
8,849

 
333,670

Net income attributable to the Aimco Operating Partnership’s preferred unitholders
(16,358
)
 

 

 
(16,358
)
Net income attributable to participating securities
(337
)
 
14

 
(9
)
 
(332
)
Net income attributable to the Aimco Operating Partnership’s common unitholders
$
321,300

 
$
(13,160
)
 
$
8,840

 
$
316,980

 
 
 
 
 
 
 
 
Net income attributable to the Aimco Operating Partnership per common unit – basic
$
1.96

 
 
 
 
 
$
1.94

Net income attributable to the Aimco Operating Partnership per common unit – diluted
$
1.96

 
 
 
 
 
$
1.93

 
 
 
 
 
 
 
 
Weighted average common units outstanding – basic
163,746

 
 
 
 
 
163,746

Weighted average common units outstanding – diluted
164,218

 
 
 
 
 
164,218







APARTMENT INVESTMENT AND MANAGEMENT COMPANY AND AIMCO PROPERTIES, L.P.
NOTES TO PRO FORMA CONDENSED CONSOLIDATED FINANCIAL STATEMENTS
(UNAUDITED)
Pro Forma Adjustments
(A)
Reflects our consolidated balance sheet as of March 31, 2018, as presented in the historical financial statements and notes thereto in our Quarterly Report on Form 10-Q for the three months ended March 31, 2018.
(B)
The pro forma adjustments represent the elimination of the assets and liabilities related to the partnerships served by our Asset Management business and the Hunters Point communities. These adjustments also include the receipt of proceeds of approximately $512.0 million, net of the payment of certain property-level debt paid at closing of $68.3 million and other transaction costs, which totaled approximately $78.0 million.
(B1)
Represents the assets and liabilities transferred upon sale of our interests in the Asset Management business and the Hunters Point communities.
(B2)
Represents net proceeds we received upon the sale of our interests in the Asset Management business and the Hunters Point communities.
(B3)
Includes reduction of deferred tax asset recognized as a result of an intercompany transfer of assets related to the Asset Management business of $33.6 million.
(B4)
Represents Non-recourse property debt encumbering the Hunters Point communities. This debt was repaid at closing.
(B5)
Represents the estimated gain on sale we would have recognized upon completion of the sale transaction as if the sale occurred as of March 31, 2018, and was calculated as follows:
Sales price
$
590,000

Debt associated with the Asset Management business
225,502

Less: Estimated transaction costs and other adjustments (i)
(77,968
)
Less: Portfolio basis as of 3/31/2018
(241,044
)
Less: Deferred tax asset associated with the Asset Management business
(33,591
)
Total estimated gain (ii)
$
462,899

(i)
Amount includes payment of property level debt encumbering the Hunters Point communities of $68.3 million, which was paid at closing.
(ii)
We are recording an estimated $469 million gain on sale from this transaction as of July 25, 2018 as a result of additional depreciation expense and changes in the basis from March 31, 2018.
(C)
Represents use of proceeds to repay the principal balance on our revolving credit facility and term loan.
(D)
Reflects our consolidated results of operations for the three months ended March, 31, 2018 and the year ended December 31, 2017, as presented in the historical financial statements and notes thereto in our Quarterly Report on Form 10-Q for the three months ended March 31, 2018 and our Annual Report on Form 10-K for the year ended December 31, 2017.
(E)
Represents revenues and expenses of the communities owned by the partnerships served by our Asset Management business and the Hunters Point communities for the three months ended March 31, 2018 and the year ended December 31, 2017.
(E1)
The adjustment to general and administrative expenses relates to compensation of team members who directly supported the Asset Management business and whose employment will end shortly after the sale. In addition to the reduction in costs reflected in the year ended December 31, 2017 pro forma adjustment, we expect additional savings of $1.1 million on an annual basis as a result of planned corporate headcount reductions and cost savings that are indirectly attributable to the sale and, therefore, excluded from the pro forma adjustment.
(F)
Represents an adjustment made to interest expense in connection with the sale. Interest expense represents the reduction of interest expense on our term loan and revolving line of credit, which were repaid with proceeds from the sale, that would have occurred if the sale occurred on January 1, 2017. The adjustment is actual interest incurred during the periods.





(Back To Top)