[10-Q] APARTMENT INVESTMENT & MANAGEMENT CO Quarterly Earnings Report
Apartment Investment and Management Company (Aimco) reported Q3 2025 results combining Aimco and Aimco OP L.P. Net income was $302,992 thousand, driven by $382,306 thousand from discontinued operations. From continuing operations, the company recorded a loss, including a $57,373 thousand non-cash real estate impairment tied to properties in Colorado’s Front Range.
Rental and other property revenues were $35,132 thousand. Diluted EPS was $2.04, reflecting gains from asset sales in discontinued operations. Cash and cash equivalents increased to $404,379 thousand, while total indebtedness was $828,532 thousand.
Aimco declared a $2.23 per share special cash dividend on September 15, 2025, tied to suburban Boston asset sales, and accrued $333,480 thousand in dividends payable as of quarter-end. Shares outstanding were 140,158,784 as of September 30, 2025. The period also included a $6,200 thousand non-cash impairment on the IQHQ investment, reducing its carrying value to $4,849 thousand.
- Declared and accrued a $2.23 per share special cash dividend ($333,480 thousand) tied to asset sales
- Q3 diluted EPS $2.04 and net income $302,992 thousand, supported by $382,306 thousand from discontinued operations
- Cash and cash equivalents increased to $404,379 thousand
- Recorded a non-cash real estate impairment of $57,373 thousand in continuing operations
- Recognized a $6,200 thousand impairment on the IQHQ investment, reducing carrying value to $4,849 thousand
Insights
One-time gains lift EPS; special dividend distributes sale proceeds.
Aimco posted Q3 diluted EPS of
Liquidity improved, with cash at
Results are shaped by portfolio actions rather than recurring NOI growth. Actual operating trajectory will be clearer in future periods as sale-related gains roll off and the impact of the impairment and redeployment of cash is reflected.
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
Form
(Mark One)
QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 |
For the quarterly period ended
OR
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:
Commission File Number:
(Exact name of registrant as specified in its charter)
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(State or other jurisdiction of |
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(I.R.S. Employer |
incorporation or organization) |
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Identification No.) |
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(Address of principal executive offices) |
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(Zip Code) |
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(Registrant’s telephone number, including area code)
Not Applicable
(Former name, former address, and former fiscal year, if changed since last report)
Securities registered pursuant to Section 12(b) of the Act:
Title of Each Class |
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Trading Symbol(s) |
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Name of Each Exchange on Which Registered |
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Securities registered pursuant to Section 12(g) of the Act:
None (Apartment Investment and Management Company)
Partnership Common Units (Aimco OP L.P.)
(title of each class)
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: |
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Aimco OP L.P.: |
Indicate by check mark whether the registrant has submitted electronically every Interactive Data File required to be submitted pursuant to Rule 405 of Regulation S-T (§232.405 of this chapter) during the preceding 12 months (or for such shorter period that the registrant was required to submit such files).
Apartment Investment and Management Company: |
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Aimco OP L.P.: |
Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, a smaller reporting company, or an emerging growth company. See the definitions of “large accelerated filer,” “accelerated filer,” “smaller reporting company,” and “emerging growth company” in Rule 12b-2 of the Exchange Act.
Apartment Investment and Management Company:
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Accelerated filer |
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Non-accelerated filer |
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Smaller reporting company |
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Emerging growth company |
Aimco OP L.P.:
Large accelerated filer |
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Non-accelerated filer |
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Smaller reporting company |
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Emerging growth company |
f
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: |
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Aimco OP L.P.: |
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 ☐ No |
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Aimco OP L.P.: Yes ☐ No |
The number of shares of Apartment Investment and Management Company Class A common stock (“Common Stock”) outstanding as of November 7, 2025:
EXPLANATORY NOTE
Apartment Investment and Management Company (“Aimco” or “the Company”), a Maryland corporation, is a self-administered and self-managed real estate investment trust, or REIT. On December 15, 2020, Aimco completed the separation of its businesses (the “Separation”), creating two, separate and distinct, publicly traded companies, Aimco and Apartment Income REIT Corp. (“AIR”) (Aimco and AIR together, as they existed prior to the Separation, “Aimco Predecessor”). Events noted in this filing as occurring before December 15, 2020, were those entered into by Aimco Predecessor.
Aimco, through a wholly-owned subsidiary, is the general partner and is, directly, the special limited partner of Aimco OP L.P. (“Aimco Operating Partnership”). As of September 30, 2025, Aimco owned 94.1% of the legal interest in the common partnership units of Aimco Operating Partnership and 96.6% of the economic interest in Aimco Operating Partnership. The remaining 5.9% legal interest is owned by limited partners. The common partnership units of Aimco Operating Partnership are referred to as “OP Units”. As the sole general partner of Aimco Operating Partnership, Aimco has exclusive control of Aimco Operating Partnership’s day-to-day management.
Aimco Operating Partnership holds all of Aimco’s assets and manages the daily operations of Aimco’s business. Pursuant to the Aimco Operating Partnership agreement, Aimco is required to contribute to Aimco Operating Partnership all proceeds from the offerings of its securities. In exchange for the contribution of such proceeds, Aimco receives additional interests in Aimco Operating Partnership with similar terms (e.g., if Aimco contributes proceeds of a stock offering, Aimco receives partnership units with terms substantially similar to the stock issued by Aimco).
This filing combines the quarterly reports on Form 10-Q for the quarterly period ended September 30, 2025, of Aimco and 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, Aimco Operating Partnership, and their consolidated entities.
We believe combining the periodic reports of Aimco and Aimco Operating Partnership into this single report provides the following benefits:
We operate Aimco and Aimco Operating Partnership as one enterprise; the management of Aimco directs the management and operations of Aimco Operating Partnership; and Aimco OP GP, LLC, Aimco Operating Partnership’s general partner, is managed by Aimco.
We believe it is important to understand the few differences between Aimco and Aimco Operating Partnership in the context of how Aimco and Aimco Operating Partnership operate as a consolidated company. Aimco has no assets or liabilities other than its investment in Aimco Operating Partnership. Also, Aimco is a corporation that issues publicly traded equity from time to time, whereas Aimco Operating Partnership is a partnership that has no publicly traded equity. Except for the net proceeds from stock offerings by Aimco, which are contributed to Aimco Operating Partnership in exchange for additional limited partnership interests (of a similar type and in an amount equal to the shares of stock sold in the offering), Aimco Operating Partnership generates all remaining capital required by its business. These sources include Aimco Operating Partnership’s working capital, net cash provided by operating activities, the issuance of debt and equity securities, including additional partnership units, and proceeds received from the sale of real estate.
Equity, partners’ capital, and noncontrolling interests are the main areas of difference between the condensed consolidated financial statements of Aimco and those of Aimco Operating Partnership. Interests in Aimco Operating Partnership held by entities other than Aimco are classified within partners’ capital in Aimco Operating Partnership’s condensed consolidated financial statements and as noncontrolling interests in Aimco’s condensed consolidated financial statements.
To help investors understand the differences between Aimco and Aimco Operating Partnership, this report provides: separate condensed consolidated financial statements for Aimco and Aimco Operating Partnership; a single set of condensed consolidated notes to such financial statements that includes separate discussions of each entity’s stockholders’ equity or partners’ capital, and earnings per share or earnings per unit, as applicable; and a combined Management’s Discussion and Analysis of Financial Condition and Results of Operations section that includes discrete information related to each entity, where appropriate.
1
This report also includes separate Part I, Item 4. Controls and Procedures sections and separate Exhibits 31 and 32 certifications for Aimco and Aimco Operating Partnership in order to establish that the requisite certifications have been made and that Aimco and Aimco Operating Partnership are both compliant with Rule 13a-15 or Rule 15d-15 of the Securities Exchange Act of 1934, as amended (the “Exchange Act”), and 18 U.S.C. §1350.
2
APARTMENT INVESTMENT AND MANAGEMENT COMPANY
AIMCO OP L.P.
TABLE OF CONTENTS
FORM 10-Q
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Page |
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PART I. FINANCIAL INFORMATION |
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ITEM 1. |
FINANCIAL STATEMENTS |
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Apartment Investment and Management Company: |
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Condensed Consolidated Balance Sheets (Unaudited) |
4 |
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Condensed Consolidated Statements of Operations (Unaudited) |
5 |
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Condensed Consolidated Statements of Equity (Unaudited) |
6 |
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Condensed Consolidated Statements of Cash Flows (Unaudited) |
8 |
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Aimco OP L.P.: |
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Condensed Consolidated Balance Sheets (Unaudited) |
9 |
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Condensed Consolidated Statements of Operations (Unaudited) |
10 |
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Condensed Consolidated Statements of Partners’ Capital (Unaudited) |
11 |
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Condensed Consolidated Statements of Cash Flows (Unaudited) |
13 |
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Notes to Condensed Consolidated Financial Statements of Apartment Investment and Management Company and Aimco OP L.P. (Unaudited) |
14 |
ITEM 2. |
MANAGEMENT’S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS |
34 |
ITEM 3. |
QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RISK |
46 |
ITEM 4. |
CONTROLS AND PROCEDURES |
46 |
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PART II. OTHER INFORMATION |
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ITEM 1A. |
RISK FACTORS |
47 |
ITEM 2. |
UNREGISTERED SALES OF EQUITY SECURITIES, USE OF PROCEEDS, AND ISSUER PURCHASES OF EQUITY SECURITIES |
50 |
ITEM 6. |
EXHIBITS |
52 |
Signatures |
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53 |
3
Table of Contents
PART I. FINANCIAL INFORMATION
ITEM 1. FINANCIAL STATEMENTS
APARTMENT INVESTMENT AND MANAGEMENT COMPANY
CONDENSED CONSOLIDATED BALANCE SHEETS
(In thousands, except share data)
(Unaudited)
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September 30, 2025 |
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December 31, 2024 |
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ASSETS |
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Buildings and improvements |
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$ |
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$ |
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Land |
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Total real estate |
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Accumulated depreciation |
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Net real estate |
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Cash and cash equivalents |
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Restricted cash |
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Notes receivable |
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Right-of-use lease assets - finance leases |
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Other assets, net |
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Assets from discontinued operations and held for sale, net |
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Total assets |
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$ |
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$ |
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LIABILITIES AND EQUITY |
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Non-recourse property debt, net |
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$ |
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$ |
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Non-recourse construction loans and bridge financing, net |
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Total indebtedness |
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Deferred tax liabilities |
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Lease liabilities - finance leases |
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Dividends payable |
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Accrued liabilities and other |
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Liabilities related to discontinued operations and assets held for sale, net |
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Total liabilities |
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Redeemable noncontrolling interests in consolidated real estate partnerships |
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Commitments and contingencies (Note 3) |
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Equity ( |
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Common Stock, $ |
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Additional paid-in capital |
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Retained earnings (deficit) |
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) |
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( |
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Total Aimco equity |
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Noncontrolling interests in consolidated real estate partnerships |
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Common noncontrolling interests in Aimco Operating Partnership |
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Total equity |
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Total liabilities and equity |
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$ |
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$ |
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See notes to condensed consolidated financial statements.
4
Table of Contents
APARTMENT INVESTMENT AND MANAGEMENT COMPANY
CONDENSED CONSOLIDATED STATEMENTS OF OPERATIONS
(In thousands, except per share data)
(Unaudited)
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Three Months Ended September 30, |
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Nine Months Ended September 30, |
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2025 |
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2024 |
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2025 |
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2024 |
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REVENUES |
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Rental and other property revenues |
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$ |
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$ |
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$ |
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$ |
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OPERATING EXPENSES |
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Property operating expenses |
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Depreciation and amortization |
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General and administrative expenses |
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Impairment on real estate |
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— |
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— |
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Total operating expenses |
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Interest income |
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Interest expense |
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( |
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( |
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( |
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Realized and unrealized gains (losses) on interest rate contracts |
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( |
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( |
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( |
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Realized and unrealized gains (losses) on equity investments |
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( |
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( |
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( |
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( |
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Other income (expense), net |
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( |
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( |
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Income (loss) from continuing operations before income tax |
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( |
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( |
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( |
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Income tax benefit (expense) |
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Net income (loss) from continuing operations |
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Income (loss) from discontinued operations, net of taxes |
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Net income (loss) |
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Net (income) loss attributable to redeemable noncontrolling |
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( |
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( |
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( |
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( |
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Net (income) loss attributable to noncontrolling interests |
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( |
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( |
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Net (income) loss attributable to common noncontrolling |
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( |
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( |
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Net income (loss) attributable to Aimco |
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$ |
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$ |
( |
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$ |
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$ |
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Earnings (loss) per common share - basic |
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Income (loss) from continuing operations attributable to Aimco per common share |
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$ |
( |
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$ |
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$ |
( |
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$ |
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Income (loss) from discontinued operations attributable to Aimco per common share |
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Net income (loss) attributable to Aimco per common |
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$ |
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$ |
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Earnings (loss) per common share - diluted |
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Income (loss) from continuing operations attributable to Aimco per common share |
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$ |
( |
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$ |
( |
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$ |
( |
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$ |
( |
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Income (loss) from discontinued operations attributable to Aimco per common share |
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Net income (loss) attributable to Aimco per common |
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$ |
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$ |
( |
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$ |
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Weighted-average common shares outstanding – basic |
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Weighted-average common shares outstanding – diluted |
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See notes to condensed consolidated financial statements.
5
Table of Contents
APARTMENT INVESTMENT AND MANAGEMENT COMPANY
CONDENSED CONSOLIDATED STATEMENTS OF EQUITY
For the Three Months Ended September 30, 2025 and 2024
(In thousands)
(Unaudited)
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Common Stock |
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Noncontrolling |
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Common |
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Shares |
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Amount |
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Additional |
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Retained Earnings (Accumulated Deficit) |
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Total Aimco |
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Consolidated |
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Aimco |
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Total |
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Balances at June 30, 2024 |
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$ |
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$ |
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$ |
( |
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$ |
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$ |
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$ |
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$ |
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Net income (loss) |
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— |
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— |
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— |
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( |
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( |
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( |
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( |
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( |
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Share-based compensation expense |
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— |
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— |
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— |
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— |
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Contributions from noncontrolling interests in consolidated real estate partnerships |
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— |
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— |
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— |
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— |
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— |
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— |
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Distributions to noncontrolling interests in consolidated real estate partnerships |
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— |
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— |
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— |
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— |
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— |
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( |
) |
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— |
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( |
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Redemption of OP Units held by third parties and reallocation of noncontrolling interests in Aimco Operating Partnership |
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— |
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— |
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( |
) |
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— |
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( |
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— |
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( |
) |
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( |
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Common stock repurchased |
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( |
) |
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( |
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( |
) |
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— |
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( |
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— |
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— |
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( |
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Other common stock issuances, net of withholding taxes |
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( |
) |
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— |
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( |
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— |
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— |
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Other, net |
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— |
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— |
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— |
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— |
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— |
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( |
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— |
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( |
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Balances at September 30, 2024 |
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$ |
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$ |
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$ |
( |
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$ |
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$ |
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$ |
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$ |
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Balances at June 30, 2025 |
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$ |
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$ |
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$ |
( |
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$ |
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$ |
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$ |
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$ |
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Net income (loss) |
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— |
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— |
|
|
|
— |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|||||
Share-based compensation expense |
|
|
— |
|
|
|
— |
|
|
|
|
|
|
|
|
|
|
|
|
— |
|
|
|
— |
|
|
|
|
||||
Contributions from noncontrolling interests in consolidated real estate partnerships |
|
|
— |
|
|
|
— |
|
|
|
— |
|
|
|
— |
|
|
|
— |
|
|
|
|
|
|
— |
|
|
|
|
||
Distributions to noncontrolling interests in consolidated real estate partnerships |
|
|
— |
|
|
|
— |
|
|
|
— |
|
|
|
— |
|
|
|
— |
|
|
|
( |
) |
|
|
— |
|
|
|
( |
) |
Redemption of OP Units held by third parties and reallocation of noncontrolling interests in Aimco Operating Partnership |
|
|
|
|
|
|
|
|
|
|
|
— |
|
|
|
|
|
|
— |
|
|
|
( |
) |
|
|
( |
) |
||||
Other common stock issuances, net of withholding taxes |
|
|
|
|
|
|
|
|
( |
) |
|
|
— |
|
|
|
( |
) |
|
|
— |
|
|
|
— |
|
|
|
( |
) |
||
Dividends declared |
|
|
— |
|
|
|
— |
|
|
|
— |
|
|
|
( |
) |
|
|
( |
) |
|
|
— |
|
|
|
( |
) |
|
|
( |
) |
Other, net |
|
|
— |
|
|
|
— |
|
|
|
|
|
|
— |
|
|
|
|
|
|
( |
) |
|
|
— |
|
|
|
( |
) |
||
Balances at September 30, 2025 |
|
|
|
|
$ |
|
|
$ |
|
|
$ |
( |
) |
|
$ |
|
|
$ |
|
|
$ |
|
|
$ |
|
|||||||
See notes to condensed consolidated financial statements.
6
Table of Contents
APARTMENT INVESTMENT AND MANAGEMENT COMPANY
CONDENSED CONSOLIDATED STATEMENTS OF EQUITY
For the Nine Months Ended September 30, 2025 and 2024
(In thousands)
(Unaudited)
|
Common Stock |
|
|
|
|
|
|
|
|
|
|
|
Noncontrolling |
|
|
Common |
|
|
|
|
|||||||||||
|
Shares |
|
|
Amount |
|
|
Additional |
|
|
Retained Earnings (Accumulated Deficit) |
|
|
Total Aimco |
|
|
Consolidated |
|
|
Aimco |
|
|
Total |
|
||||||||
Balances at December 31, 2023 |
|
|
|
$ |
|
|
$ |
|
|
$ |
( |
) |
|
$ |
|
|
$ |
|
|
$ |
|
|
$ |
|
|||||||
Net income (loss) |
|
— |
|
|
|
— |
|
|
|
— |
|
|
|
( |
) |
|
|
( |
) |
|
|
( |
) |
|
|
( |
) |
|
|
( |
) |
Share-based compensation expense |
|
— |
|
|
|
— |
|
|
|
|
|
|
— |
|
|
|
|
|
|
— |
|
|
|
|
|
|
|
||||
Contributions from noncontrolling interests in consolidated real estate partnerships |
|
— |
|
|
|
— |
|
|
|
— |
|
|
|
— |
|
|
|
— |
|
|
|
|
|
|
— |
|
|
|
|
||
Distributions to noncontrolling interests in consolidated real estate partnerships |
|
— |
|
|
|
— |
|
|
|
— |
|
|
|
— |
|
|
|
— |
|
|
|
( |
) |
|
|
— |
|
|
|
( |
) |
Redemption of OP Units held by third parties and reallocation of noncontrolling interests in Aimco Operating Partnership |
|
— |
|
|
|
— |
|
|
|
|
|
|
— |
|
|
|
|
|
|
— |
|
|
|
( |
) |
|
|
( |
) |
||
Common stock repurchased |
|
( |
) |
|
|
( |
) |
|
|
( |
) |
|
|
— |
|
|
|
( |
) |
|
|
— |
|
|
|
— |
|
|
|
( |
) |
Other common stock issuances, net of withholding taxes |
|
|
|
|
|
|
|
|
|
|
— |
|
|
|
|
|
|
— |
|
|
|
— |
|
|
|
|
|||||
Other, net |
|
— |
|
|
|
— |
|
|
|
|
|
|
— |
|
|
|
|
|
|
( |
) |
|
|
— |
|
|
|
|
|||
Balances at September 30, 2024 |
|
|
|
$ |
|
|
$ |
|
|
$ |
( |
) |
|
$ |
|
|
$ |
|
|
$ |
|
|
$ |
|
|||||||
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||||
Balances at December 31, 2024 |
|
|
|
$ |
|
|
$ |
|
|
$ |
( |
) |
|
$ |
|
|
$ |
|
|
$ |
|
|
$ |
|
|||||||
Net income (loss) |
|
— |
|
|
|
— |
|
|
|
— |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|||||
Share-based compensation expense |
|
— |
|
|
|
— |
|
|
|
|
|
|
|
|
|
|
|
|
— |
|
|
|
|
|
|
|
|||||
Contributions from noncontrolling interests in consolidated real estate partnerships |
|
— |
|
|
|
— |
|
|
|
— |
|
|
|
— |
|
|
|
— |
|
|
|
|
|
|
— |
|
|
|
|
||
Distributions to noncontrolling interests in consolidated real estate partnerships |
|
— |
|
|
|
— |
|
|
|
— |
|
|
|
— |
|
|
|
— |
|
|
|
( |
) |
|
|
— |
|
|
|
( |
) |
Redemption of OP Units held by third parties and reallocation of noncontrolling interests in Aimco Operating Partnership |
|
|
|
|
|
|
|
|
|
|
— |
|
|
|
|
|
|
— |
|
|
|
( |
) |
|
|
( |
) |
||||
Purchase of redeemable noncontrolling interests in consolidated real estate partnerships |
|
— |
|
|
|
— |
|
|
|
|
|
|
— |
|
|
|
|
|
|
— |
|
|
|
— |
|
|
|
|
|||
Common stock repurchased |
|
( |
) |
|
|
— |
|
|
|
( |
) |
|
|
— |
|
|
|
( |
) |
|
|
— |
|
|
|
— |
|
|
|
( |
) |
Other common stock issuances, net of withholding taxes |
|
|
|
|
|
|
|
( |
) |
|
|
— |
|
|
|
( |
) |
|
|
— |
|
|
|
— |
|
|
|
( |
) |
||
Dividends declared |
|
— |
|
|
|
— |
|
|
|
— |
|
|
|
( |
) |
|
|
( |
) |
|
|
— |
|
|
|
( |
) |
|
|
( |
) |
Other, net |
|
— |
|
|
|
— |
|
|
|
( |
) |
|
|
|
|
|
( |
) |
|
|
( |
) |
|
|
( |
) |
|
|
( |
) |
|
Balances at September 30, 2025 |
|
|
|
$ |
|
|
$ |
|
|
$ |
( |
) |
|
$ |
|
|
$ |
|
|
$ |
|
|
$ |
|
|||||||
See notes to condensed consolidated financial statements.
7
Table of Contents
APARTMENT INVESTMENT AND MANAGEMENT COMPANY
CONDENSED CONSOLIDATED STATEMENTS OF CASH FLOWS
(In thousands)
(Unaudited)
|
Nine Months Ended September 30, |
|
|||||
|
2025 |
|
|
2024 |
|
||
CASH FLOWS FROM OPERATING ACTIVITIES: |
|
|
|
|
|
||
Net income (loss) |
$ |
|
|
$ |
( |
) |
|
Adjustments to reconcile net income (loss) to net cash provided by |
|
|
|
|
|
||
Depreciation and amortization |
|
|
|
|
|
||
Realized and unrealized (gains) losses on interest rate contracts |
|
|
|
|
( |
) |
|
Realized and unrealized (gains) losses on equity investments |
|
|
|
|
|
||
Income tax expense (benefit) |
|
|
|
|
( |
) |
|
Share-based compensation expense |
|
|
|
|
|
||
Loss (income) from unconsolidated real estate partnerships |
|
( |
) |
|
|
|
|
Impairment on real estate |
|
|
|
|
— |
|
|
Other, including amortization of debt issuance costs |
|
|
|
|
|
||
Discontinued operations: |
|
|
|
|
|
||
Depreciation and amortization |
|
|
|
|
|
||
Income tax (benefit) expense |
|
|
|
|
— |
|
|
Gain on dispositions of real estate |
|
( |
) |
|
|
— |
|
Other adjustments to income (loss) from discontinued operations |
|
|
|
|
|
||
Changes in operating assets and operating liabilities: |
|
|
|
|
|
||
Operating assets, net |
|
|
|
|
( |
) |
|
Operating liabilities, net |
|
( |
) |
|
|
|
|
Total adjustments |
|
( |
) |
|
|
|
|
Net cash provided by operating activities |
|
|
|
|
|
||
CASH FLOWS FROM INVESTING ACTIVITIES: |
|
|
|
|
|
||
Capital expenditures(1) |
|
( |
) |
|
|
( |
) |
Proceeds from dispositions of real estate |
|
|
|
|
— |
|
|
Other investing activities |
|
|
|
|
( |
) |
|
Net cash provided by (used) in investing activities |
|
|
|
|
( |
) |
|
CASH FLOWS FROM FINANCING ACTIVITIES: |
|
|
|
|
|
||
Proceeds from non-recourse construction loans and bridge financing |
|
|
|
|
|
||
Proceeds from revolving credit facility |
|
|
|
|
— |
|
|
Principal repayments on non-recourse property debt |
|
( |
) |
|
|
( |
) |
Principal repayments on non-recourse construction loans and bridge financing |
|
( |
) |
|
|
— |
|
Principal repayments on revolving credit facility |
|
( |
) |
|
|
— |
|
Payments of deferred loan costs |
|
( |
) |
|
|
( |
) |
Proceeds from interest rate contracts |
|
|
|
|
|
||
Common stock repurchased |
|
( |
) |
|
|
( |
) |
Payments related to withholding taxes for share-based compensation |
|
( |
) |
|
|
( |
) |
Dividends paid on common stock and distributions paid on OP Units |
|
( |
) |
|
|
— |
|
Contributions from redeemable noncontrolling interests |
|
|
|
|
|
||
Distributions to redeemable noncontrolling interests |
|
( |
) |
|
|
( |
) |
Contributions from noncontrolling interests |
|
|
|
|
|
||
Distributions to noncontrolling interests |
|
( |
) |
|
|
( |
) |
Redemption of OP Units held by third parties |
|
( |
) |
|
|
( |
) |
Purchase of redeemable noncontrolling interests in consolidated real estate partnerships |
|
( |
) |
|
|
— |
|
Other financing activities |
|
( |
) |
|
|
( |
) |
Net cash provided by (used in) financing activities |
|
( |
) |
|
|
|
|
NET INCREASE (DECREASE) IN CASH, CASH EQUIVALENTS, |
|
|
|
|
( |
) |
|
CASH, CASH EQUIVALENTS, AND RESTRICTED CASH AT |
|
|
|
|
|
||
CASH, CASH EQUIVALENTS AND RESTRICTED CASH AT |
$ |
|
|
$ |
|
||
(1)
See notes to condensed consolidated financial statements.
8
Table of Contents
AIMCO OP L.P.
CONDENSED CONSOLIDATED BALANCE SHEETS
(In thousands)
(Unaudited)
|
|
September 30, 2025 |
|
|
December 31, 2024 |
|
||
ASSETS |
|
|
|
|
|
|
||
Buildings and improvements |
|
$ |
|
|
$ |
|
||
Land |
|
|
|
|
|
|
||
Total real estate |
|
|
|
|
|
|
||
Accumulated depreciation |
|
|
( |
) |
|
|
( |
) |
Net real estate |
|
|
|
|
|
|
||
Cash and cash equivalents |
|
|
|
|
|
|
||
Restricted cash |
|
|
|
|
|
|
||
Notes receivable |
|
|
|
|
|
|
||
Right-of-use lease assets - finance leases |
|
|
|
|
|
|
||
Other assets, net |
|
|
|
|
|
|
||
Assets from discontinued operations and held for sale, net |
|
|
|
|
|
|
||
Total assets |
|
$ |
|
|
$ |
|
||
|
|
|
|
|
|
|
||
LIABILITIES AND EQUITY |
|
|
|
|
|
|
||
Non-recourse property debt, net |
|
$ |
|
|
$ |
|
||
Non-recourse construction loans and bridge financing, net |
|
|
|
|
|
|
||
Total indebtedness |
|
|
|
|
|
|
||
Deferred tax liabilities |
|
|
|
|
|
|
||
Lease liabilities - finance leases |
|
|
|
|
|
|
||
Dividends payable |
|
|
|
|
|
|
||
Accrued liabilities and other |
|
|
|
|
|
|
||
Liabilities related to discontinued operations and assets held for sale, net |
|
|
|
|
|
|
||
Total liabilities |
|
|
|
|
|
|
||
|
|
|
|
|
|
|
||
Redeemable noncontrolling interests in consolidated real estate partnerships |
|
|
|
|
|
|
||
|
|
|
|
|
|
|
||
Commitments and contingencies (Note 3) |
|
|
|
|
|
|
||
|
|
|
|
|
|
|
||
Partners’ capital: |
|
|
|
|
|
|
||
General Partner and Special Limited Partner |
|
|
|
|
|
|
||
Limited Partners |
|
|
|
|
|
|
||
Partners’ capital attributable to Aimco Operating Partnership |
|
|
|
|
|
|
||
Noncontrolling interests in consolidated real estate partnerships |
|
|
|
|
|
|
||
Total partners’ capital |
|
|
|
|
|
|
||
Total liabilities and partners’ capital |
|
$ |
|
|
$ |
|
||
See notes to condensed consolidated financial statements.
9
Table of Contents
AIMCO OP L.P.
CONDENSED CONSOLIDATED STATEMENTS OF OPERATIONS
(In thousands, except per unit data)
(Unaudited)
|
|
Three Months Ended September 30, |
|
|
Nine Months Ended September 30, |
|
||||||||||
|
|
2025 |
|
|
2024 |
|
|
2025 |
|
|
2024 |
|
||||
REVENUES |
|
|
|
|
|
|
|
|
|
|
|
|
||||
Rental and other property revenues |
|
$ |
|
|
$ |
|
|
$ |
|
|
$ |
|
||||
|
|
|
|
|
|
|
|
|
|
|
|
|
||||
OPERATING EXPENSES |
|
|
|
|
|
|
|
|
|
|
|
|
||||
Property operating expenses |
|
|
|
|
|
|
|
|
|
|
|
|
||||
Depreciation and amortization |
|
|
|
|
|
|
|
|
|
|
|
|
||||
General and administrative expenses |
|
|
|
|
|
|
|
|
|
|
|
|
||||
Impairment on real estate |
|
|
|
|
|
— |
|
|
|
|
|
|
— |
|
||
Total operating expenses |
|
|
|
|
|
|
|
|
|
|
|
|
||||
|
|
|
|
|
|
|
|
|
|
|
|
|
||||
Interest income |
|
|
|
|
|
|
|
|
|
|
|
|
||||
Interest expense |
|
|
( |
) |
|
|
( |
) |
|
|
( |
) |
|
|
( |
) |
Realized and unrealized gains (losses) on interest rate contracts |
|
|
( |
) |
|
|
( |
) |
|
|
( |
) |
|
|
|
|
Realized and unrealized gains (losses) on equity investments |
|
|
( |
) |
|
|
( |
) |
|
|
( |
) |
|
|
( |
) |
Other income (expense), net |
|
|
|
|
|
( |
) |
|
|
|
|
|
( |
) |
||
Income (loss) from continuing operations before income tax |
|
|
( |
) |
|
|
( |
) |
|
|
( |
) |
|
|
( |
) |
Income tax benefit (expense) |
|
|
|
|
|
|
|
|
( |
) |
|
|
|
|||
Net income (loss) from continuing operations |
|
|
( |
) |
|
|
( |
) |
|
|
( |
) |
|
|
( |
) |
Income (loss) from discontinued operations, net of taxes |
|
|
|
|
|
|
|
|
|
|
|
|
||||
Net income (loss) |
|
|
|
|
|
( |
) |
|
|
|
|
|
( |
) |
||
Net (income) loss attributable to redeemable noncontrolling |
|
|
( |
) |
|
|
( |
) |
|
|
( |
) |
|
|
( |
) |
Net (income) loss attributable to noncontrolling interests |
|
|
( |
) |
|
|
|
|
|
( |
) |
|
|
|
||
Net income (loss) attributable to Aimco Operating |
|
$ |
|
|
$ |
( |
) |
|
$ |
|
|
$ |
( |
) |
||
|
|
|
|
|
|
|
|
|
|
|
|
|
||||
Earnings (loss) per common unit - basic |
|
|
|
|
|
|
|
|
|
|
|
|
||||
Income (loss) from continuing operations attributable to Aimco Operating Partnership per common unit |
|
$ |
( |
) |
|
$ |
( |
) |
|
$ |
( |
) |
|
$ |
( |
) |
Income (loss) from discontinued operations attributable to Aimco Operating Partnership per common unit |
|
|
|
|
|
|
|
|
|
|
|
|
||||
Net income (loss) attributable to Aimco Operating Partnership per common |
|
$ |
|
|
$ |
( |
) |
|
$ |
|
|
$ |
( |
) |
||
|
|
|
|
|
|
|
|
|
|
|
|
|
||||
Earnings (loss) per common unit - diluted |
|
|
|
|
|
|
|
|
|
|
|
|
||||
Income (loss) from continuing operations attributable to Aimco Operating Partnership per common unit |
|
$ |
( |
) |
|
$ |
( |
) |
|
$ |
( |
) |
|
$ |
( |
) |
Income (loss) from discontinued operations attributable to Aimco Operating Partnership per common unit |
|
|
|
|
|
|
|
|
|
|
|
|
||||
Net income (loss) attributable to Aimco Operating Partnership per common |
|
$ |
|
|
$ |
( |
) |
|
$ |
|
|
$ |
( |
) |
||
|
|
|
|
|
|
|
|
|
|
|
|
|
||||
Weighted-average common units outstanding – basic |
|
|
|
|
|
|
|
|
|
|
|
|
||||
Weighted-average common units outstanding – diluted |
|
|
|
|
|
|
|
|
|
|
|
|
||||
See notes to condensed consolidated financial statements.
10
Table of Contents
AIMCO OP L.P.
CONDENSED CONSOLIDATED STATEMENTS OF PARTNERS’ CAPITAL
For the Three Months Ended September 30, 2025 and 2024
(In thousands)
(Unaudited)
|
|
General Partner |
|
|
Limited |
|
|
Partners’ Capital |
|
|
Noncontrolling |
|
|
Total |
|
|||||
Balances at June 30, 2024 |
|
$ |
|
|
$ |
|
|
$ |
|
|
$ |
|
|
$ |
|
|||||
Net income (loss) |
|
|
( |
) |
|
|
( |
) |
|
|
( |
) |
|
|
( |
) |
|
|
( |
) |
Share-based compensation expense |
|
|
|
|
|
|
|
|
|
|
|
— |
|
|
|
|
||||
Contributions from noncontrolling interests in consolidated real estate partnerships |
|
|
— |
|
|
|
— |
|
|
|
— |
|
|
|
|
|
|
|
||
Distributions to noncontrolling interests in consolidated real estate partnerships |
|
|
— |
|
|
|
— |
|
|
|
— |
|
|
|
( |
) |
|
|
( |
) |
Redemption of OP Units held by third parties and reallocation of limited partners' interests in Aimco Operating Partnership |
|
|
( |
) |
|
|
( |
) |
|
|
( |
) |
|
|
— |
|
|
|
( |
) |
Redemption of OP Units held by Aimco |
|
|
( |
) |
|
|
— |
|
|
|
( |
) |
|
|
— |
|
|
|
( |
) |
Other OP Unit issuances |
|
|
( |
) |
|
|
— |
|
|
|
( |
) |
|
|
— |
|
|
|
( |
) |
Other, net |
|
|
— |
|
|
|
— |
|
|
|
— |
|
|
|
( |
) |
|
|
( |
) |
Balances at September 30, 2024 |
|
$ |
|
|
$ |
|
|
$ |
|
|
$ |
|
|
$ |
|
|||||
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|||||
Balances at June 30, 2025 |
|
$ |
|
|
$ |
|
|
$ |
|
|
$ |
|
|
$ |
|
|||||
Net income (loss) |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|||||
Share-based compensation expense |
|
|
|
|
|
— |
|
|
|
|
|
|
— |
|
|
|
|
|||
Contributions from noncontrolling interests in consolidated real estate partnerships |
|
|
— |
|
|
|
— |
|
|
|
— |
|
|
|
|
|
|
|
||
Distributions to noncontrolling interests in consolidated real estate partnerships |
|
|
— |
|
|
|
— |
|
|
|
— |
|
|
|
( |
) |
|
|
( |
) |
Redemption of OP Units held by third parties and reallocation of limited partners' interests in Aimco Operating Partnership |
|
|
|
|
|
( |
) |
|
|
( |
) |
|
|
— |
|
|
|
( |
) |
|
Other OP Unit issuances |
|
|
( |
) |
|
|
— |
|
|
|
( |
) |
|
|
— |
|
|
|
( |
) |
Distributions declared |
|
|
( |
) |
|
|
( |
) |
|
|
( |
) |
|
|
— |
|
|
|
( |
) |
Other, net |
|
|
|
|
|
— |
|
|
|
|
|
|
( |
) |
|
|
( |
) |
||
Balances at September 30, 2025 |
|
$ |
|
|
$ |
|
|
$ |
|
|
$ |
|
|
$ |
|
|||||
See notes to condensed consolidated financial statements.
11
Table of Contents
AIMCO OP L.P.
CONDENSED CONSOLIDATED STATEMENTS OF PARTNERS’ CAPITAL
For the Nine Months Ended September 30, 2025 and 2024
(In thousands)
(Unaudited)
|
|
General Partner |
|
|
Limited |
|
|
Partners’ Capital |
|
|
Noncontrolling |
|
|
Total |
|
|||||
Balances at December 31, 2023 |
|
$ |
|
|
$ |
|
|
$ |
|
|
$ |
|
|
$ |
|
|||||
Net income (loss) |
|
|
( |
) |
|
|
( |
) |
|
|
( |
) |
|
|
( |
) |
|
|
( |
) |
Share-based compensation expense |
|
|
|
|
|
|
|
|
|
|
|
— |
|
|
|
|
||||
Contributions from noncontrolling interests in consolidated real estate partnerships |
|
|
— |
|
|
|
— |
|
|
|
— |
|
|
|
|
|
|
|
||
Distributions to noncontrolling interests in consolidated real estate partnerships |
|
|
— |
|
|
|
— |
|
|
|
— |
|
|
|
( |
) |
|
|
( |
) |
Redemption of OP Units held by third parties and reallocation of limited partners' interests in Aimco Operating Partnership |
|
|
|
|
|
( |
) |
|
|
( |
) |
|
|
— |
|
|
|
( |
) |
|
Redemption of OP Units held by Aimco |
|
|
( |
) |
|
|
— |
|
|
|
( |
) |
|
|
— |
|
|
|
( |
) |
Other OP Unit issuances |
|
|
|
|
|
— |
|
|
|
|
|
|
— |
|
|
|
|
|||
Other, net |
|
|
|
|
|
— |
|
|
|
|
|
|
( |
) |
|
|
|
|||
Balances at September 30, 2024 |
|
$ |
|
|
$ |
|
|
$ |
|
|
$ |
|
|
$ |
|
|||||
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|||||
Balances at December 31, 2024 |
|
$ |
|
|
$ |
|
|
$ |
|
|
$ |
|
|
$ |
|
|||||
Net income (loss) |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|||||
Share-based compensation expense |
|
|
|
|
|
|
|
|
|
|
|
— |
|
|
|
|
||||
Contributions from noncontrolling interests in consolidated real estate partnerships |
|
|
— |
|
|
|
— |
|
|
|
— |
|
|
|
|
|
|
|
||
Distributions to noncontrolling interests in consolidated real estate partnerships |
|
|
— |
|
|
|
— |
|
|
|
— |
|
|
|
( |
) |
|
|
( |
) |
Redemption of OP Units held by third parties and reallocation of limited partners' interests in Aimco Operating Partnership |
|
|
|
|
|
( |
) |
|
|
( |
) |
|
|
— |
|
|
|
( |
) |
|
Purchase of redeemable noncontrolling interests in consolidated real estate partnerships |
|
|
|
|
|
— |
|
|
|
|
|
|
— |
|
|
|
|
|||
Redemption of OP Units held by Aimco |
|
|
( |
) |
|
|
— |
|
|
|
( |
) |
|
|
— |
|
|
|
( |
) |
Other OP Unit issuances |
|
|
( |
) |
|
|
— |
|
|
|
( |
) |
|
|
— |
|
|
|
( |
) |
Distributions declared |
|
|
( |
) |
|
|
( |
) |
|
|
( |
) |
|
|
— |
|
|
|
( |
) |
Other, net |
|
|
( |
) |
|
|
( |
) |
|
|
( |
) |
|
|
( |
) |
|
|
( |
) |
Balances at September 30, 2025 |
|
$ |
|
|
$ |
|
|
$ |
|
|
$ |
|
|
$ |
|
|||||
See notes to condensed consolidated financial statements.
12
Table of Contents
AIMCO OP L.P.
CONDENSED CONSOLIDATED STATEMENTS OF CASH FLOWS
(In thousands)
(Unaudited)
|
Nine Months Ended September 30, |
|
|||||
|
2025 |
|
|
2024 |
|
||
CASH FLOWS FROM OPERATING ACTIVITIES: |
|
|
|
|
|
||
Net income (loss) |
$ |
|
|
$ |
( |
) |
|
Adjustments to reconcile net income (loss) to net cash provided by |
|
|
|
|
|
||
Depreciation and amortization |
|
|
|
|
|
||
Realized and unrealized (gains) losses on interest rate contracts |
|
|
|
|
( |
) |
|
Realized and unrealized (gains) losses on equity investments |
|
|
|
|
|
||
Income tax expense (benefit) |
|
|
|
|
( |
) |
|
Share-based compensation expense |
|
|
|
|
|
||
Loss (income) from unconsolidated real estate partnerships |
|
( |
) |
|
|
|
|
Impairment on real estate |
|
|
|
|
— |
|
|
Other, including amortization of debt issuance costs |
|
|
|
|
|
||
Discontinued operations: |
|
|
|
|
|
||
Depreciation and amortization |
|
|
|
|
|
||
Income tax (benefit) expense |
|
|
|
|
— |
|
|
Gain on dispositions of real estate |
|
( |
) |
|
|
— |
|
Other adjustments to income (loss) from discontinued operations |
|
|
|
|
|
||
Changes in operating assets and operating liabilities: |
|
|
|
|
|
||
Operating assets, net |
|
|
|
|
( |
) |
|
Operating liabilities, net |
|
( |
) |
|
|
|
|
Total adjustments |
|
( |
) |
|
|
|
|
Net cash provided by operating activities |
|
|
|
|
|
||
CASH FLOWS FROM INVESTING ACTIVITIES: |
|
|
|
|
|
||
Capital expenditures(1) |
|
( |
) |
|
|
( |
) |
Proceeds from dispositions of real estate |
|
|
|
|
— |
|
|
Other investing activities |
|
|
|
|
( |
) |
|
Net cash provided by (used) in investing activities |
|
|
|
|
( |
) |
|
CASH FLOWS FROM FINANCING ACTIVITIES: |
|
|
|
|
|
||
Proceeds from non-recourse construction loans and bridge financing |
|
|
|
|
|
||
Proceeds from revolving credit facility |
|
|
|
|
— |
|
|
Principal repayments on non-recourse property debt |
|
( |
) |
|
|
( |
) |
Principal repayments on non-recourse construction loans and bridge financing |
|
( |
) |
|
|
— |
|
Principal repayments on revolving credit facility |
|
( |
) |
|
|
— |
|
Payments of deferred loan costs |
|
( |
) |
|
|
( |
) |
Proceeds from interest rate contracts |
|
|
|
|
|
||
Common stock repurchased |
|
( |
) |
|
|
( |
) |
Payments related to withholding taxes for share-based compensation |
|
( |
) |
|
|
( |
) |
Dividends paid on common stock and distributions paid on OP Units |
|
( |
) |
|
|
— |
|
Contributions from redeemable noncontrolling interests |
|
|
|
|
|
||
Distributions to redeemable noncontrolling interests |
|
( |
) |
|
|
( |
) |
Contributions from noncontrolling interests |
|
|
|
|
|
||
Distributions to noncontrolling interests |
|
( |
) |
|
|
( |
) |
Redemption of OP Units held by third parties |
|
( |
) |
|
|
( |
) |
Purchase of redeemable noncontrolling interests in consolidated real estate partnerships |
|
( |
) |
|
|
— |
|
Other financing activities |
|
( |
) |
|
|
( |
) |
Net cash provided by (used in) financing activities |
|
( |
) |
|
|
|
|
NET INCREASE (DECREASE) IN CASH, CASH EQUIVALENTS, |
|
|
|
|
( |
) |
|
CASH, CASH EQUIVALENTS, AND RESTRICTED CASH AT |
|
|
|
|
|
||
CASH, CASH EQUIVALENTS AND RESTRICTED CASH AT |
$ |
|
|
$ |
|
||
(1)
See notes to condensed consolidated financial statements.
13
Table of Contents
APARTMENT INVESTMENT AND MANAGEMENT COMPANY
AIMCO OP L.P.
NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS
September 30, 2025
(Unaudited)
Note 1 — Organization
Apartment Investment and Management Company (“Aimco” or “the Company”), a Maryland corporation, is a self-administered and self-managed real estate investment trust (“REIT”). On December 15, 2020, Aimco completed the separation of its businesses (the “Separation”), creating two, separate and distinct, publicly traded companies, Aimco and Apartment Income REIT Corp. (“AIR”) (Aimco and AIR together, as they existed prior to the Separation, “Aimco Predecessor”). Events noted in this filing as occurring before December 15, 2020, were those entered into by Aimco Predecessor.
Aimco, through a wholly owned subsidiary, is the general partner and is, directly, the special limited partner of Aimco OP L.P. (“Aimco Operating Partnership”). As of September 30, 2025, Aimco owned
This filing combines the quarterly reports on Form 10-Q for the quarterly period ended September 30, 2025, of Aimco and Aimco Operating Partnership. Where it is important to distinguish between the two entities, each is referred to specifically. Otherwise, references to “we,” “us,” or “our” mean, collectively, Aimco, Aimco Operating Partnership, and their consolidated entities.
We own or lease a portfolio of real estate investments focused primarily on the U.S. multifamily sector. At September 30, 2025, our entire portfolio of operating residential apartment communities includes
Note 2 — 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 generally accepted accounting principles in the U.S. (“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 and nine months ended September 30, 2025, are not necessarily indicative of the results that may be expected for the year ending December 31, 2025.
The accompanying condensed consolidated financial statements include the accounts of Aimco, Aimco Operating Partnership, and their consolidated entities. Aimco Operating Partnership’s condensed consolidated financial statements include the accounts of Aimco Operating Partnership and its consolidated entities. All significant intercompany balances and transactions have been eliminated in consolidation.
As used herein, and except where the context otherwise requires, “partnership” refers to a limited partnership or a limited liability company and “partner” refers to a partner in a limited partnership or a member of a limited liability company.
14
Table of Contents
Certain reclassifications have been made to prior period amounts to conform to the current period condensed consolidated financial statement presentation with no effect on the Company’s previously reported results of operations, financial position, or cash flows.
The Condensed Consolidated Balance Sheets of Aimco and Aimco Operating Partnership as of December 31, 2024 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 Aimco Operating Partnership’s combined Annual Report on Form 10-K for the year ended December 31, 2024. Except where indicated, the footnotes refer to both Aimco and Aimco Operating Partnership.
Principles of consolidation
We account for joint ventures and other similar entities in which we hold an ownership interest in accordance with the consolidation guidance. We first evaluate whether each entity is a variable interest entity (“VIE”). Under the VIE model, we consolidate an entity in which we are considered the primary beneficiary. The primary beneficiary is the entity that has (i) the power to direct the activities that most significantly impact the entity’s economic performance and (ii) the obligation to absorb losses of the VIE or the right to receive benefits from the VIE that could be significant to the VIE. In addition, when an entity is not a VIE, we consolidate under the voting model when we control an entity through ownership of a majority voting interest. Refer to Note 6 for further information.
Common noncontrolling interests in Aimco Operating Partnership
Common noncontrolling interests in Aimco Operating Partnership consist of OP Units held by third parties and are reflected in Aimco’s accompanying Condensed Consolidated Balance Sheets as Common noncontrolling interests in Aimco Operating Partnership. Aimco Operating Partnership’s income or loss is allocated to the holders of OP Units, other than Aimco, based on the weighted-average number of OP Units (including OP Units held by Aimco) outstanding during the period. For the nine months ended September 30, 2025 and 2024, the holders of OP Units had a weighted-average economic ownership interest in Aimco Operating Partnership of approximately
Redeemable noncontrolling interests in consolidated real estate partnerships
Redeemable noncontrolling interests consist of equity interests held by a limited partner in a consolidated real estate partnership that generally, after a specified holding period, has the right to require such partnership to redeem all or a portion of the noncontrolling interest in accordance with the partnership agreement. If a consolidated real estate partnership includes redemption rights that are not within our control, the noncontrolling interest is included as temporary equity.
Redeemable noncontrolling interests in consolidated real estate partnerships as of September 30, 2025, consists of the following: (i) a preferred equity interest that receives
The assets of our consolidated real estate partnerships must first be used to settle the liabilities of the consolidated real estate partnerships. The consolidated real estate partnership’s creditors do not have recourse to the general credit of Aimco Operating Partnership.
The following table shows changes in our redeemable noncontrolling interests in consolidated real estate partnerships for the nine months ended September 30, 2025 and 2024, (in thousands):
|
|
2025 |
|
|
2024 |
|
||
Balance at Beginning of Period |
|
$ |
|
|
$ |
|
||
Contributions |
|
|
|
|
|
|
||
Distributions |
|
|
( |
) |
|
|
( |
) |
Purchases(1) |
|
|
( |
) |
|
|
— |
|
Net income |
|
|
|
|
|
|
||
Other(2) |
|
|
( |
) |
|
|
( |
) |
Balance at September 30, |
|
$ |
|
|
$ |
|
||
15
Table of Contents
(1)
(2)
Mezzanine Investment
In November 2019, Aimco Predecessor made a
In June 2023, we closed on the sale of a
Income tax benefit (expense)
Certain aspects of our operations are conducted through taxable REIT subsidiaries, or “TRS entities”. Additionally, our TRS entities hold an investment in 1001 Brickell Bay Drive and Oak Shore.
Our income tax benefit (expense) calculated in accordance with GAAP includes income taxes associated with the income or loss of our TRS entities. Income taxes, as well as changes in valuation allowance and incremental deferred tax items in conjunction with intercompany asset transfers and internal restructurings (if applicable), are included in Income tax benefit (expense) in our Condensed Consolidated Statements of Operations.
Consolidated GAAP income or loss subject to tax consists of pretax income or loss of our taxable entities and income and, if applicable, gains retained by the REIT. For the three and nine months ended September 30, 2025, we had consolidated net losses subject to tax of $
For the three months ended September 30, 2025, we recognized income tax benefit attributable to continuing operations of $
For the nine months ended September 30, 2025, we recognized income tax expense attributable to continuing operations of $
On July 4, 2025, legislation commonly referred to as the One Big Beautiful Bill Act (“OBBBA”) was signed into law. Significant provisions of the OBBBA include the permanent extension of certain provisions of the 2017 Tax Cuts and Jobs Act and the restoration of favorable tax treatment for certain business provisions. The changes introduced by the OBBBA are not expected to have a material impact on our annual effective tax rate for 2025.
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.
16
Table of Contents
Assets held for sale and discontinued operations
We classify properties as held for sale when they meet the GAAP criteria, which include (among others): (a) management commits to and initiates a plan to sell the asset; (b) the sale is probable and expected to be completed within one year under terms that are usual and customary for sales of such assets; and (c) actions required to complete the plan indicate that it is unlikely that significant changes to the plan will be made or that the plan will be withdrawn, which is typically indicated by receipt of a significant, non-refundable deposit from the buyer pursuant to a sales contract. We present the assets and liabilities of any properties held for sale separately in the Condensed Consolidated Balance Sheets. Properties held for sale are measured at the lower of the carrying amount or the fair value less the cost to sell. Upon the classification of an asset as held for sale, no further depreciation is recorded.
In connection with the held for sale evaluation, if the disposal or intended disposal represents a strategic shift in operations (e.g., a disposal of a major geographic area or a major line of business) that has, or will have, a major effect on our consolidated financial statements, then the property is presented as discontinued operations. For any property qualifying for classification as discontinued operations, the components of net income (loss) presented as discontinued operations are primarily comprised of rental and other property revenues, property operating expenses, depreciation and amortization, and interest expense. We reclassify interest expense related to property debt within discontinued operations when the related property is sold or classified as held for sale. For periods prior to the property qualifying for discontinued operations, we reclassify the results of operations to discontinued operations. The net gain on sale is presented in discontinued operations when recognized. We combine the operating, investing, and financing portions of cash flows attributable to discontinued operations with respective cash flows from continuing operations in the accompanying Consolidated Statements of Cash Flows. See Note 8 for additional information regarding assets held for sale and discontinued operations. Unless otherwise noted or separately presented, the information disclosed in Note 3 through Note 10 (with the exception of Note 8) refer only to our continuing operations and do not include discussion of balances or activity related to the properties presented within discontinued operations.
Impairment of real estate and other long-lived assets
Real estate and other long-lived assets to be held and used are stated at cost, less accumulated depreciation and amortization, unless the carrying amount of the asset is not recoverable. If events or circumstances indicate that the carrying amount of an asset may not be recoverable, we assess its recoverability by comparing the carrying amount to our estimate of the undiscounted future cash flows, excluding interest charges, of the asset. If the carrying amount exceeds the aggregate undiscounted future cash flows, we recognize an impairment loss to the extent the carrying amount exceeds the estimated fair value of the asset. The future cash flows utilized in the evaluation of recoverability and the measurement of fair value are highly subjective and are based on assumptions, such as anticipated hold periods, future occupancy, future rental or room rates, discount rates, capitalization rates, and recent sales data for comparable properties. In the three and nine months ended September 30, 2025, we assessed certain properties located within Colorado's Front Range for impairment as a result of a change in estimated hold period. Our assessment resulted in $
Cash equivalents
We classify highly liquid investments with an original maturity of three months or less as cash equivalents. We maintain cash and cash equivalents in financial institutions in excess of insured limits. We have not experienced any losses in these accounts in the past and believe that we are not exposed to significant credit risk because our accounts are deposited with major financial institutions.
Restricted cash
Restricted cash consists of tenant security deposits, cash restricted as required by our debt agreements, and cash restricted in association with legal, municipal, federal, or tax requirements.
|
September 30, 2025 |
|
|
December 31, 2024 |
|
||
Cash and cash equivalents |
$ |
|
|
$ |
|
||
Restricted cash |
|
|
|
|
|
||
Restricted cash from discontinued operations and held for sale |
|
|
|
|
|
||
Cash, cash equivalents, and restricted cash |
$ |
|
|
$ |
|
||
17
Table of Contents
Notes receivable
We carry notes receivable at cost, net of any unamortized discounts or premiums and adjusted for the estimated provision for expected credit losses. Interest income on notes receivable is recognized using the effective interest method and is classified within Interest income in our Condensed Consolidated Statements of Operations. Direct costs incurred in originating notes, along with any premium or discount, are deferred and amortized as an adjustment to interest income over the note’s term using the effective interest method, or on a straight-line basis, which approximates the effective interest method when used.
We have a seller financing note with a principal balance of $
Other assets, net
Other assets, net were comprised of the following amounts as of September 30, 2025 and December 31, 2024 (in thousands):
|
September 30, 2025 |
|
|
December 31, 2024 |
|
||
Other investments |
$ |
|
|
$ |
|
||
Deferred costs, deposits, and other |
|
|
|
|
|
||
Prepaid expenses and real estate taxes |
|
|
|
|
|
||
Interest rate contracts (1) |
|
|
|
|
|
||
Unconsolidated real estate partnerships |
|
|
|
|
|
||
Intangible assets, net |
|
|
|
|
|
||
Corporate fixed assets, net of accumulated depreciation of $ |
|
|
|
|
|
||
Accounts receivable, net of allowances of $ |
|
|
|
|
|
||
Deferred tax assets |
|
|
|
|
|
||
Total other assets, net |
$ |
|
|
$ |
|
||
(1)
Other investments
Other investments consist of passive equity investments in property technology funds and IQHQ, a privately held life sciences real estate development company. We measure our investments in property technology funds using the NAV practical expedient since they do not have readily determinable fair values.
During the three months ended September 30, 2025, we sold our investment in stock, historically measured at fair value. During the three months ended September 30, 2025, we recognized net gains on our investment in stock of $
During the nine months ended September 30, 2025, we recognized net losses on our investment in stock of $
18
Table of Contents
Investment in IQHQ
In 2020, Aimco Predecessor made a $
In 2022, after fully funding our commitment,
On a periodic basis, we perform a qualitative impairment assessment on our investment in IQHQ in accordance with GAAP. During the three months ended September 30, 2025, we determined that our investment in IQHQ was further impaired after consideration of factors, such as continued adverse market conditions, IQHQ's financial condition and recent capital raising activities that further diluted our investment. As a result, we recorded a non-cash impairment charge of $
|
|
As of September 30, 2025 |
|
|
As of December 31, 2024 |
|
||
Equity ownership in IQHQ under measurement alternative: |
|
|
|
|
|
|
||
Initial cost of remaining balance |
|
$ |
|
|
$ |
|
||
Cumulative upward adjustments |
|
|
|
|
|
|
||
Cumulative impairment |
|
|
( |
) |
|
|
( |
) |
Total carrying value |
|
$ |
|
|
$ |
|
||
Dividends payable
At the time of a declaration, we accrue for dividends on our Common Stock and distributions on OP units held by third parties in Dividends payable in our Condensed Consolidated Balance Sheets. The amount accrued includes non-forfeitable and forfeitable dividends on our share-based compensation awards. Forfeitable dividends are not paid unless and until the underlying share-based compensation award vests.
In
Revenue from contracts with customers
We apply Accounting Standards Codification (“ASC”) 606, “Revenue from Contracts with Customers”, in recognizing revenue from our operations at The Benson Hotel. The Benson Hotel revenues consist of amounts derived from hotel operations, including room sales, food and beverage sales, and other ancillary hotel service revenues. We recognize revenue from the rental of the hotel rooms and guest services when we satisfy performance obligations as evidenced by the transfer of control when rooms are occupied, and services have been provided. Food and beverage sales are recognized when the customer has been serviced or at the time the transaction occurs. The transaction prices for hotel room sales and other goods and services are generally fixed and based on the respective room reservation or other agreement. Payment terms generally align with when the goods and services are provided. Our contracts generally have a single performance obligation, recognized at a point in time.
The Benson Hotel generated revenues of $
19
Table of Contents
Recent accounting pronouncements
In December 2023, the FASB issued ASU 2023-09, “Income Taxes (Topic 740): Improvements to Income Tax Disclosures” (“ASU 2023-09”), which is intended to enhance the transparency and decision usefulness of income tax disclosures. This amendment modifies the rules on income tax disclosures to require entities to disclose (1) specific categories in the rate reconciliation and additional information for reconciling items that meet a quantitative threshold, (2) the amount of income taxes paid (net of refunds received) (disaggregated by federal, state, and foreign taxes) as well as individual jurisdictions in which income taxes paid is equal to or greater than 5 percent of total income taxes paid net of refunds, (3) the income or loss from continuing operations before income tax expense or benefit (disaggregated between domestic and foreign) and (4) income tax expense or benefit from continuing operations (disaggregated by federal, state and foreign). The guidance is effective for annual periods beginning after December 15, 2024, with early adoption permitted for annual financial statements that have not yet been issued or made available for issuance. ASU 2023-09 should be applied on a prospective basis, while retrospective application is permitted. We are currently evaluating the potential impact of adopting this new guidance on our condensed consolidated financial statements and related disclosures.
In November 2024, the FASB issued ASU 2024-03, “Disaggregation of Income Statement Expenses” ("ASU 2024-03"), which requires disaggregated disclosure of income statement expenses. The ASU does not change the expense captions an entity presents on the face of the income statement. Rather, it requires disclosure in a tabular format of the disaggregation of any relevant expense caption presented on the face of the income statement within continuing operations into the following required natural expense categories, as applicable: (1) purchases of inventory, (2) employee compensation, (3) depreciation, (4) intangible asset amortization, and (5) depletion. The guidance is effective for annual periods beginning after December 15, 2026, and interim periods beginning after December 15, 2027. Early adoption is permitted. ASU 2024-03 should be applied on a prospective basis, while retrospective application is permitted. We are currently evaluating the potential impact of adopting this new guidance on our condensed consolidated financial statements and related disclosures.
Note 3 — Commitments and Contingencies
Commitments
In connection with our development, redevelopment, and other capital additions activities, we have entered into various construction-related contracts, and have made commitments to complete development and redevelopment of certain real estate, pursuant to financing or other arrangements. As of September 30, 2025, we had remaining commitments for construction-related contracts of $
As of September 30, 2025, we have remaining unfunded commitments of $
We also 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
Legal Matters
From time to time, we may be a party to certain legal proceedings, incidental to the normal course of business. While the outcome of the legal proceedings cannot be predicted with certainty, we believe there are no legal proceedings pending that would have a material effect upon our financial condition or results of operations.
20
Table of Contents
Note 4 — Earnings per Share and per Unit
Aimco and Aimco Operating Partnership calculate basic earnings per share and basic earnings per unit based on the weighted-average number of shares of Common Stock and OP Units outstanding. We calculate diluted earnings per share and diluted earnings per unit taking into consideration dilutive shares of Common Stock and OP Unit equivalents and dilutive convertible securities outstanding during the period.
Aimco’s Common Stock and OP Unit equivalents include options to purchase shares of Common Stock, which, if exercised, would result in Aimco’s issuance of additional shares of Common Stock and Aimco Operating Partnership’s issuance to Aimco of additional OP Units equal to the number of shares of Common Stock purchased under the options. These equivalents also include unvested market-based 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 OP Units outstanding equal to the number of the shares that vest. OP Unit equivalents also include unvested long-term incentive partnership units. The Common Stock and OP Unit equivalents were not included in the computation of diluted earnings per share and unit for the three and nine months ended September 30, 2025 and 2024, because the effect of their inclusion would have been antidilutive. As of September 30, 2025, the Common Stock and OP Unit equivalents that could potentially dilute basic earnings per share or unit in future periods totaled
Aimco’s time-based restricted stock awards receive non-forfeitable dividends similar to shares of Common Stock and OP Units prior to vesting, and our market-based long-term incentive partnership units (“LTIP Units”) receive non-forfeitable distributions based on specified percentages of the distributions paid to OP Units prior to vesting and conversion. The unvested restricted shares and units related to these awards are participating securities. We include the effect of participating securities in basic and diluted earnings per share and unit computations using the two-class method of allocating distributed and undistributed earnings when the two-class method is more dilutive than the treasury stock method. Participating securities were not included in the computation of diluted earnings per share and unit for the three and nine months ended September 30, 2025 and 2024, because the effect of their inclusion would have been antidilutive. As of September 30, 2025, participating securities that could potentially dilute basic earnings per share or unit in future periods totaled
21
Table of Contents
Reconciliations of the numerator and denominator in the calculations of basic and diluted earnings per share and per unit for the three and nine months ended September 30, 2025 and 2024, are as follows (in thousands, except per share and per unit data):
|
Three Months Ended |
|
|
Nine Months Ended |
|
||||||||||
|
2025 |
|
|
2024 |
|
|
2025 |
|
|
2024 |
|
||||
Earnings per share |
|
|
|
|
|
|
|
|
|
|
|
||||
Numerator: |
|
|
|
|
|
|
|
|
|
|
|
||||
Income (loss) from continuing operations |
$ |
( |
) |
|
$ |
( |
) |
|
$ |
( |
) |
|
$ |
( |
) |
Less: Net (income) loss attributable to redeemable noncontrolling |
|
( |
) |
|
|
( |
) |
|
|
( |
) |
|
|
( |
) |
Less: Net (income) loss attributable to noncontrolling interests |
|
( |
) |
|
|
|
|
|
( |
) |
|
|
|
||
Less: Net (income) loss from continuing operations attributable to common noncontrolling |
|
|
|
|
|
|
|
|
|
|
|
||||
Less: Net (income) loss allocated to Aimco participating securities |
|
( |
) |
|
|
— |
|
|
|
( |
) |
|
|
— |
|
Income (loss) from continuing operations attributable to Aimco common stockholders |
|
( |
) |
|
|
( |
) |
|
|
( |
) |
|
|
( |
) |
Income (loss) from discontinued operations, net of taxes |
|
|
|
|
|
|
|
|
|
|
|
||||
Less: Net (income) loss from discontinued operations attributable to common noncontrolling |
|
( |
) |
|
|
( |
) |
|
|
( |
) |
|
|
( |
) |
Income (loss) from discontinued operations attributable to Aimco common stockholders |
|
|
|
|
|
|
|
|
|
|
|
||||
Net income (loss) attributable to Aimco common stockholders |
$ |
|
|
$ |
( |
) |
|
$ |
|
|
$ |
( |
) |
||
|
|
|
|
|
|
|
|
|
|
|
|
||||
Denominator - shares: |
|
|
|
|
|
|
|
|
|
|
|
||||
Basic weighted-average common stock outstanding |
|
|
|
|
|
|
|
|
|
|
|
||||
Diluted share equivalents outstanding |
|
|
|
|
|
|
|
|
|
|
|
||||
Diluted weighted-average common stock outstanding |
|
|
|
|
|
|
|
|
|
|
|
||||
|
|
|
|
|
|
|
|
|
|
|
|
||||
Earnings (loss) per share - basic |
|
|
|
|
|
|
|
|
|
|
|
||||
Income (loss) from continuing operations attributable to Aimco per common share |
$ |
( |
) |
|
$ |
( |
) |
|
$ |
( |
) |
|
$ |
( |
) |
Income (loss) from discontinued operations attributable to Aimco per common share |
|
|
|
|
|
|
|
|
|
|
|
||||
Net income (loss) attributable to Aimco per common share – basic |
$ |
|
|
$ |
( |
) |
|
$ |
|
|
$ |
( |
) |
||
|
|
|
|
|
|
|
|
|
|
|
|
||||
Earnings (loss) per share - diluted |
|
|
|
|
|
|
|
|
|
|
|
||||
Income (loss) from continuing operations attributable to Aimco per common share |
$ |
( |
) |
|
$ |
( |
) |
|
$ |
( |
) |
|
$ |
( |
) |
Income (loss) from discontinued operations attributable to Aimco per common share |
|
|
|
|
|
|
|
|
|
|
|
||||
Net income (loss) attributable to Aimco per common share – diluted |
$ |
|
|
$ |
( |
) |
|
$ |
|
|
$ |
( |
) |
||
22
Table of Contents
|
Three Months Ended |
|
|
Nine Months Ended |
|
||||||||||
|
2025 |
|
|
2024 |
|
|
2025 |
|
|
2024 |
|
||||
Earnings per unit |
|
|
|
|
|
|
|
|
|
|
|
||||
Numerator: |
|
|
|
|
|
|
|
|
|
|
|
||||
Income (loss) from continuing operations |
$ |
( |
) |
|
$ |
( |
) |
|
$ |
( |
) |
|
$ |
( |
) |
Less: Net (income) loss attributable to redeemable noncontrolling |
|
( |
) |
|
|
( |
) |
|
|
( |
) |
|
|
( |
) |
Less: Net (income) loss attributable to noncontrolling interests |
|
( |
) |
|
|
|
|
|
( |
) |
|
|
|
||
Less: Net (income) loss allocated to Aimco participating securities |
|
( |
) |
|
|
— |
|
|
|
( |
) |
|
|
— |
|
Income (loss) from continuing operations attributable to Aimco Operating Partnership's common unitholders |
|
( |
) |
|
|
( |
) |
|
|
( |
) |
|
|
( |
) |
Income (loss) from discontinued operations attributable to Aimco Operating Partnership's common unitholders |
|
|
|
|
|
|
|
|
|
|
|
||||
Net income (loss) attributable to Aimco Operating Partnership's common unitholders |
$ |
|
|
$ |
( |
) |
|
$ |
|
|
$ |
( |
) |
||
|
|
|
|
|
|
|
|
|
|
|
|
||||
Denominator - units |
|
|
|
|
|
|
|
|
|
|
|
||||
Basic weighted-average OP Units outstanding |
|
|
|
|
|
|
|
|
|
|
|
||||
Diluted OP Unit equivalents outstanding |
|
|
|
|
|
|
|
|
|
|
|
||||
Diluted weighted-average OP Units outstanding |
|
|
|
|
|
|
|
|
|
|
|
||||
|
|
|
|
|
|
|
|
|
|
|
|
||||
Earnings (loss) per unit - basic |
|
|
|
|
|
|
|
|
|
|
|
||||
Income (loss) from continuing operations attributable to Aimco Operating Partnership per unit |
$ |
( |
) |
|
$ |
( |
) |
|
$ |
( |
) |
|
$ |
( |
) |
Income (loss) from discontinued operations attributable to Aimco Operating Partnership per unit |
|
|
|
|
|
|
|
|
|
|
|
||||
Net income (loss) attributable to Aimco per unit – basic |
$ |
|
|
$ |
( |
) |
|
$ |
|
|
$ |
( |
) |
||
|
|
|
|
|
|
|
|
|
|
|
|
||||
Earnings (loss) per unit - diluted |
|
|
|
|
|
|
|
|
|
|
|
||||
Income (loss) from continuing operations attributable to Aimco Operating Partnership per unit |
$ |
( |
) |
|
$ |
( |
) |
|
$ |
( |
) |
|
$ |
( |
) |
Income (loss)from discontinued operations attributable to Aimco Operating Partnership per unit |
|
|
|
|
|
|
|
|
|
|
|
||||
Net income (loss) attributable to Aimco Operating Partnership per unit – diluted |
$ |
|
|
$ |
( |
) |
|
$ |
|
|
$ |
( |
) |
||
Note 5 — Fair Value Measurements and Disclosures
Recurring Fair Value Measurements
In determining the fair value of our financial instruments, we apply ASC 820, “Fair Value Measurement and Disclosures”. The fair value hierarchy under ASC 820 distinguishes between market participant assumptions based on market data obtained from sources independent of the reporting entity (Levels 1 and 2) and the reporting entity’s own assumptions about market participant data (Level 3). Fair value estimates may differ from the amounts that may ultimately be realized upon sale or disposition of the assets and liabilities.
From time to time we purchase interest rate swaps, caps, and other instruments to provide protection against increases in interest rates on our variable rate debt. These instruments are presented as Interest rate contracts in Other assets, net in our Condensed Consolidated Balance Sheets. As of September 30, 2025, we held interest rate caps with a maximum notional value of $
On a recurring basis, we measure at fair value our interest rate contracts. Our interest rate contracts are classified within Level 2 of the GAAP fair value hierarchy, and we estimate their fair value using pricing models that rely on observable market information, including contractual terms, market prices, and interest rate yield curves. The fair value adjustment is included in earnings in Realized and unrealized gains (losses) on interest rate contracts in our Condensed Consolidated Statements of Operations. Changes in fair value are reflected as a non-cash transaction in adjustments to arrive at cash flows from operations, any upfront premium is reflected in Purchase of interest rate contracts, and any proceeds are reflected in Proceeds from interest rate contracts in our Condensed Consolidated Statements of Cash Flows.
23
Table of Contents
During the three months ended September 30, 2025, we sold our investment in stock, historically measured at fair value. As of December 31, 2024, we had investments in stock of $
The following table summarizes the fair value for our interest rate contracts, investments in stock, and our investments in real estate technology funds as of September 30, 2025 and December 31, 2024 (in thousands):
|
|
As of September 30, 2025 |
|
|
As of December 31, 2024 |
|
||||||||||||||||||||||||||
|
|
Total |
|
|
Level 1 |
|
|
Level 2 |
|
|
Level 3 |
|
|
Total |
|
|
Level 1 |
|
|
Level 2 |
|
|
Level 3 |
|
||||||||
Interest rate contracts |
|
$ |
|
|
$ |
|
|
$ |
|
|
$ |
|
|
$ |
|
|
$ |
|
|
$ |
|
|
$ |
|
||||||||
Investments in stock |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||||
Investments in real estate technology funds (1) |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||||
Total assets |
|
$ |
|
|
$ |
|
|
$ |
|
|
$ |
|
|
$ |
|
|
$ |
|
|
$ |
|
|
$ |
|
||||||||
(1)
Fair Value Disclosures
We believe that the carrying value of the consolidated amounts of cash and cash equivalents and restricted cash approximated their fair value as of September 30, 2025, and December 31, 2024 and are categorized within Level 1 of the GAAP fair value hierarchy. We estimate the fair value of our non-recourse property debt and non-recourse construction loans 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, debt service coverage ratios, and loan to value ratios. We classify the fair value of our non-recourse property debt and non-recourse construction loans within Level 2 of the GAAP valuation hierarchy based on the significance of certain observable inputs used to estimate their fair value.
The following table summarizes the carrying value and fair value of our non-recourse property debt, and non-recourse construction loans as of September 30, 2025 and December 31, 2024 (in thousands):
|
|
As of September 30, 2025 |
|
|
As of December 31, 2024 |
|
||||||||||
|
|
Carrying Value |
|
|
Fair Value |
|
|
Carrying Value |
|
|
Fair Value |
|
||||
Description: |
|
|
|
|
|
|
|
|
|
|
|
|
||||
Non-recourse property debt |
|
$ |
|
|
$ |
|
|
$ |
|
|
$ |
|
||||
Non-recourse construction loans |
|
|
|
|
|
|
|
|
|
|
|
|
||||
Total |
|
$ |
|
|
$ |
|
|
$ |
|
|
$ |
|
||||
Nonrecurring Fair Value Measurements
Real Estate
During the three and nine months ended September 30, 2025, we recorded a non-cash impairment charge of $
The cash flows utilized in such discounted cash flow analysis are comprised of projected operating results, which are based upon market conditions and future expectations. The most significant unobservable inputs utilized in determining the fair value are capitalization rates and discount rates, which were
Market comparable data utilizes comparable sales, which are subject to judgment as to comparability to the valued properties. Because these inputs are derived from observable market data, we determined that the fair values of properties using this approach are classified within Level 2 of the fair value hierarchy.
24
Table of Contents
Investment in IQHQ
During the three and nine months ended September 30, 2025, we recorded a non-cash impairment charge of $
The cash flows utilized in such discounted cash flow analyses are comprised of projected operating results, which are based upon market conditions and future expectations. The most significant unobservable inputs utilized in determining the fair value are capitalization rates and discount rates, which ranged from
Market comparable data utilizes comparable sales, which are subject to judgment as to comparability to the valued properties. Because these inputs are derived from observable market data, we determined that the fair values of these properties are classified within Level 2 of the fair value hierarchy.
Note 6 — Variable Interest Entities
We evaluate our investments in limited partnerships and similar entities in accordance with applicable consolidation guidance to determine whether each such entity is a VIE. The accounting standards for the consolidation of VIEs require qualitative assessments to determine whether we are the primary beneficiary. The primary beneficiary analysis is based on power and economics. We conclude that we are the primary beneficiary and consolidate the VIE if we have both: (i) the power to direct the activities of the VIE that most significantly influence the VIE’s economic performance, and (ii) the obligation to absorb losses of, or the right to receive benefits from, the VIE that could potentially be significant to the VIE. Significant judgments and assumptions related to these determinations include, but are not limited to, estimates about the current and future fair values and performance of real estate held by these VIEs and general market conditions.
We consolidate Aimco Operating Partnership, a VIE of which we are the primary beneficiary. Through Aimco Operating Partnership, we consolidate all VIEs for which we are the primary beneficiary. Substantially all of our assets and liabilities are those of Aimco Operating Partnership.
Aimco Operating Partnership is the primary beneficiary of, and therefore consolidates, five VIEs that own interests in real estate. Assets of our consolidated VIEs must first be used to settle the liabilities of those VIEs. The consolidated VIEs' creditors do not have recourse to the general credit of Aimco Operating Partnership.
In addition, we have
The details of our consolidated and unconsolidated VIEs, excluding those of Aimco Operating Partnership, are summarized in the table below as of September 30, 2025 and December 31, 2024 (in thousands, except for Count of VIEs):
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As of September 30, 2025 |
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As of December 31, 2024 |
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Consolidated |
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Unconsolidated |
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Consolidated |
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Unconsolidated |
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||||
Count of VIEs |
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Assets |
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||||
Net real estate |
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$ |
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$ |
— |
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$ |
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$ |
— |
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||
Cash and cash equivalents |
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— |
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— |
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Restricted cash |
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— |
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— |
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Notes receivable |
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— |
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— |
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Right-of-use lease assets - finance leases |
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— |
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— |
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Other assets, net |
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Liabilities |
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Non-recourse construction loans, net |
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— |
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— |
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Lease liabilities - finance leases |
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— |
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— |
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Accrued liabilities and other |
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Table of Contents
Note 7 — Lease Arrangements
Aimco as Lessor
We have a sublease arrangement providing space within our corporate office for fixed rents, which commenced on
The majority of lease payments we receive from our residents and tenants are fixed. We receive variable payments from our residents and commercial tenants primarily for utility reimbursements and other services. We have elected the practical expedient to not separate non-lease components from associated lease components in accordance with ASC 842.
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Three Months Ended |
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Nine Months Ended |
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2025 |
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2024 |
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2025 |
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2024 |
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||||
Fixed lease income |
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$ |
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$ |
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$ |
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$ |
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||||
Variable lease income |
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Total lease income |
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$ |
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$ |
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$ |
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$ |
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||||
Future minimum lease payments that are contractually due to us from our office space sublease and commercial space leases, excluding extension options, as of September 30, 2025, are as follows (in thousands):
|
Corporate Office Sublease |
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Commercial Leases |
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||
Remainder of 2025 |
$ |
|
|
$ |
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||
2026 |
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2027 |
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2028 |
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2029 |
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Thereafter |
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— |
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Total |
$ |
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|
$ |
|
||
Aimco as Lessee
Lease Arrangements
We are lessee to finance leases for the land underlying our properties at Upton Place, Strathmore Square, and Oak Shore. We have operating leases primarily for corporate office space. Substantially all of our office lease payments are fixed.
26
Table of Contents
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Three Months Ended |
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Nine Months Ended |
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2025 |
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2024 |
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2025 |
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2024 |
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||||
Operating lease costs |
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$ |
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$ |
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$ |
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$ |
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||||
Finance lease costs: |
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Amortization of right-of-use assets, net of capitalized amounts |
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Interest on lease liabilities, net of capitalized amounts |
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Total lease costs, net of capitalized amounts |
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$ |
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$ |
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$ |
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$ |
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||||
The weighted-average remaining terms and discount rates for our operating and finance leases are summarized in the table below as of September 30, 2025, and December 31, 2024:
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September 30, 2025 |
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December 31, 2024 |
|
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Weighted average remaining lease term (years): |
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Operating leases |
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Finance leases |
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Weighted-average discount rate: |
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Operating leases |
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% |
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% |
||
Finance leases |
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% |
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% |
||
Our finance lease at Oak Shore provides Aimco with the option to terminate the lease after the property reaches stabilization, subject to certain conditions. The lease term includes the periods covered by this option. Additionally, the lease provides the lessor at Oak Shore with a residual value guarantee of $
As of September 30, 2025 and December 31, 2024, operating lease right-of-use lease assets of $
For finance and operating leases, when the rate implicit in the lease cannot be determined, we estimate the value of our lease liabilities using discount rates equivalent to the rates we would pay on a secured borrowing with terms similar to the leases. We determine if an arrangement is or contains a lease at inception. We have lease agreements with lease and non-lease components, and have elected to not separate these components for all classes of underlying assets. Leases with an initial term of 12 months or less are not recorded in our Condensed Consolidated Balance Sheets. Leases with an initial term greater than 12 months are recorded as operating or finance leases in our Condensed Consolidated Balance Sheets.
Annual Future Minimum Lease Payments
Combined annual future minimum lease payments under our operating and finance leases are as follows as of September 30, 2025 (in thousands):
|
Operating Leases |
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Finance Leases |
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Remainder of 2025 |
$ |
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$ |
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||
2026 |
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2027 |
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2028 |
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2029 |
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Thereafter |
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— |
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Total |
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||
Less: Discount |
|
( |
) |
|
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( |
) |
Total lease liabilities |
$ |
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|
$ |
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||
27
Table of Contents
Note 8 — Assets Held for Sale and Discontinued Operations
On August 5, 2025, we entered into an agreement to sell our suburban Boston portfolio of
The following table presents a summary of the major components of assets and liabilities, in accordance with GAAP, related to the discontinued operations as of September 30, 2025 and December 31, 2024 (in thousands):
|
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September 30, 2025 |
|
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December 31, 2024 |
|
||
Buildings and improvements |
|
$ |
|
|
$ |
|
||
Land |
|
$ |
|
|
|
|
||
Total real estate |
|
|
|
|
|
|
||
Accumulated depreciation |
|
|
( |
) |
|
|
( |
) |
Net real estate |
|
|
|
|
|
|
||
Restricted cash |
|
|
— |
|
|
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Other assets, net |
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|
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|
||
Assets held for sale, net |
|
$ |
|
|
$ |
|
||
|
|
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|
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||
Non-recourse property debt, net |
|
$ |
|
|
$ |
|
||
Accrued liabilities and other |
|
|
|
|
|
|
||
Liabilities related to assets held for sale, net |
|
$ |
|
|
$ |
|
||
The following table summarizes income from discontinued operations and the related gain on disposition of real estate for the three and nine months ended September 30, 2025 and 2024:
|
|
Three Months Ended September 30, |
|
|
Nine Months Ended September 30, |
|
||||||||||
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2025 |
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2024 |
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2025 |
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2024 |
|
||||
REVENUES |
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|
||||
Rental and other property revenues |
|
$ |
|
|
$ |
|
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$ |
|
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$ |
|
||||
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|
||||
OPERATING EXPENSES |
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|
||||
Property operating expenses |
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||||
Depreciation and amortization |
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Total operating expenses |
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||||
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Interest income |
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|
||||
Interest expense |
|
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( |
) |
|
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( |
) |
|
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( |
) |
|
|
( |
) |
Gain on dispositions of real estate |
|
|
|
|
|
— |
|
|
|
|
|
|
— |
|
||
Income (loss) from discontinued operations before income tax |
|
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|
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|
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|
||||
Income tax benefit (expense) |
|
|
( |
) |
|
|
— |
|
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|
( |
) |
|
|
— |
|
Income (loss) from discontinued operations, net of taxes |
|
|
|
|
|
|
|
|
|
|
|
|
||||
(Income) loss from discontinued operations attributable to common noncontrolling |
|
|
( |
) |
|
|
( |
) |
|
|
( |
) |
|
|
( |
) |
Net income (loss) from discontinued operations attributable to Aimco |
|
$ |
|
|
$ |
|
|
$ |
|
|
$ |
|
||||
28
Table of Contents
The following table summarizes cash flow information related to the discontinued operation for the nine months ended September 30, 2025 and 2024:
|
|
Nine Months Ended September 30, |
|
|||||
|
|
2025 |
|
|
2024 |
|
||
Total operating cash flows from (used in) discontinued operations |
|
$ |
|
|
$ |
|
||
Total investing cash flows from (used in) discontinued operations |
|
|
|
|
|
( |
) |
|
On December 30, 2024, we entered into an agreement to sell the Brickell Assemblage. The transaction is scheduled to occur in the fourth quarter of 2025. We determined the Brickell Assemblage was a disposal group that met the criteria to be classified as held for sale as of September 30, 2025 and December 31, 2024. The transaction does not meet the criteria for discontinued operations classification.
|
|
September 30, 2025 |
|
|
December 31, 2024 |
|
||
Buildings and improvements |
|
$ |
|
|
$ |
|
||
Land |
|
|
|
|
|
|
||
Total real estate |
|
|
|
|
|
|
||
Accumulated depreciation |
|
|
( |
) |
|
|
( |
) |
Net real estate |
|
|
|
|
|
|
||
Restricted cash |
|
|
|
|
|
|
||
Other assets, net |
|
|
|
|
|
|
||
Assets held for sale, net |
|
$ |
|
|
$ |
|
||
|
|
|
|
|
|
|
||
Non-recourse property debt, net |
|
$ |
|
|
$ |
|
||
Accrued liabilities and other |
|
|
|
|
|
|
||
Liabilities related to assets held for sale, net |
|
$ |
|
|
$ |
|
||
Note 9 — Business Segments
We have
Our Development and Redevelopment segment consists of rental communities that are under construction or have not achieved stabilization, as well as land held for development. As of September 30, 2025, our Development and Redevelopment segment consists of
Our Operating segment includes
Our Other segment consists of properties currently owned that are not included in our Development and Redevelopment or Operating segments. Our Other segment includes The Benson Hotel, our only hotel.
Prior period segment information has been recast based upon our current segment population, and is consistent with how our President and Chief Executive Officer, the chief operating decision maker (“CODM”) evaluates the business. During the three months ended September 30, 2025, we reclassified as discontinued operations the
29
Table of Contents
Our CODM uses historical and projected PNOI to allocate resources (including employees, property, and financial or capital resources) for each segment predominantly in the annual budget process. PNOI is used to review operating trends, perform analytical comparisons between periods, and to monitor budget-to-actual variances on at least a quarterly basis in order to assess performance and allocate resources. The corporate goals, which impact short term incentive compensation for employees, also include consideration of PNOI.
The accounting policies of segments are the same as those described in the summary of significant accounting policies in Note 2.
The following tables present the results of operations of consolidated properties within our segments for the three months ended September 30, 2025 and 2024 (in thousands):
|
Development and Redevelopment |
|
|
Operating |
|
|
Other |
|
|
Adjustments(1) |
|
|
Corporate and Amounts Not Allocated to Segments(2) |
|
|
Consolidated |
|
||||||
Three Months Ended September 30, 2025 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||
Rental and other property revenues |
$ |
|
|
$ |
|
|
$ |
|
|
$ |
|
|
$ |
|
|
$ |
|
||||||
Controllable operating expenses(3) |
|
|
|
|
|
|
|
|
|
|
— |
|
|
|
|
|
|
|
|||||
Real estate taxes, net of capitalized amounts |
|
|
|
|
|
|
|
( |
) |
|
|
— |
|
|
|
|
|
|
|
||||
Utilities expense, net of utility reimbursements |
|
|
|
|
|
|
|
|
|
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|
|
|
|
|
|
|
||||||
Property insurance expense, net of capitalized amounts |
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|
|
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|
|
|
|
|
|
— |
|
|
|
|
|
|
|
|||||
Other property operating expenses(4) |
|
— |
|
|
|
— |
|
|
|
— |
|
|
|
— |
|
|
|
|
|
|
|
||
Property operating expenses |
|
|
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|
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|
|
|
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|
|
|
|
|
|
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|
||||||
Property net operating income (loss) |
|
|
|
|
|
|
|
|
|
|
— |
|
|
|
|
|
|
|
|||||
Other operating expenses not allocated to segments(5) |
|
— |
|
|
|
— |
|
|
|
— |
|
|
|
— |
|
|
|
( |
) |
|
|
( |
) |
Other items included in income (loss) from continuing operations before income tax(6) |
|
— |
|
|
|
— |
|
|
|
— |
|
|
|
— |
|
|
|
( |
) |
|
|
( |
) |
Income (loss) from continuing operations before income tax |
$ |
|
|
$ |
|
|
$ |
|
|
$ |
— |
|
|
$ |
( |
) |
|
$ |
( |
) |
|||
|
Development and Redevelopment |
|
|
Operating |
|
|
Other |
|
|
Adjustments(1) |
|
|
Corporate and Amounts Not Allocated to Segments(2) |
|
|
Consolidated |
|
||||||
Three Months Ended September 30, 2024 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||
Rental and other property revenues |
$ |
|
|
$ |
|
|
$ |
|
|
$ |
|
|
$ |
|
|
$ |
|
||||||
Controllable operating expenses(3) |
|
|
|
|
|
|
|
|
|
|
— |
|
|
|
|
|
|
|
|||||
Real estate taxes, net of capitalized amounts |
|
|
|
|
|
|
|
|
|
|
— |
|
|
|
|
|
|
|
|||||
Utilities expense, net of utility reimbursements |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||
Property insurance expense, net of capitalized amounts |
|
|
|
|
|
|
|
|
|
|
— |
|
|
|
|
|
|
|
|||||
Other property operating expenses(4) |
|
— |
|
|
|
— |
|
|
|
— |
|
|
|
— |
|
|
|
|
|
|
|
||
Property operating expenses |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||
Property net operating income (loss) |
|
|
|
|
|
|
|
( |
) |
|
|
— |
|
|
|
|
|
|
|
||||
Other operating expenses not allocated to segments(5) |
|
— |
|
|
|
— |
|
|
|
— |
|
|
|
— |
|
|
|
( |
) |
|
|
( |
) |
Other items included in income (loss) from continuing operations before income tax(6) |
|
— |
|
|
|
— |
|
|
|
— |
|
|
|
— |
|
|
|
( |
) |
|
|
( |
) |
Income (loss) from continuing operations before income tax |
$ |
|
|
$ |
|
|
$ |
( |
) |
|
$ |
— |
|
|
$ |
( |
) |
|
$ |
( |
) |
||
30
Table of Contents
The following tables present the results of operations of consolidated properties within our segments for the nine months ended September 30, 2025 and 2024 (in thousands):
|
Development and Redevelopment |
|
|
Operating |
|
|
Other |
|
|
Adjustments(1) |
|
|
Corporate and Amounts Not Allocated to Segments(2) |
|
|
Consolidated |
|
||||||
Nine Months Ended September 30, 2025 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||
Rental and other property revenues |
$ |
|
|
$ |
|
|
$ |
|
|
$ |
|
|
$ |
|
|
$ |
|
||||||
Controllable operating expenses(3) |
|
|
|
|
|
|
|
|
|
|
— |
|
|
|
|
|
|
|
|||||
Real estate taxes, net of capitalized amounts |
|
|
|
|
|
|
|
|
|
|
— |
|
|
|
|
|
|
|
|||||
Utilities expense, net of utility reimbursements |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||
Property insurance expense, net of capitalized amounts |
|
|
|
|
|
|
|
|
|
|
— |
|
|
|
|
|
|
|
|||||
Other property operating expenses(4) |
|
— |
|
|
|
— |
|
|
|
— |
|
|
|
— |
|
|
|
|
|
|
|
||
Property operating expenses |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||
Property net operating income (loss) |
|
|
|
|
|
|
|
( |
) |
|
|
— |
|
|
|
|
|
|
|
||||
Other operating expenses not allocated to segments(5) |
|
— |
|
|
|
— |
|
|
|
— |
|
|
|
— |
|
|
|
( |
) |
|
|
( |
) |
Other items included in income (loss) from continuing operations before income tax(6) |
|
— |
|
|
|
— |
|
|
|
— |
|
|
|
— |
|
|
|
( |
) |
|
|
( |
) |
Income (loss) from continuing operations before income tax |
$ |
|
|
$ |
|
|
$ |
( |
) |
|
$ |
— |
|
|
$ |
( |
) |
|
$ |
( |
) |
||
|
Development and Redevelopment |
|
|
Operating |
|
|
Other |
|
|
Adjustments(1) |
|
|
Corporate and Amounts Not Allocated to Segments(2) |
|
|
Consolidated |
|
||||||
Nine Months Ended September 30, 2024 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||
Rental and other property revenues |
$ |
|
|
$ |
|
|
$ |
|
|
$ |
|
|
$ |
|
|
$ |
|
||||||
Controllable operating expenses(3) |
|
|
|
|
|
|
|
|
|
|
— |
|
|
|
|
|
|
|
|||||
Real estate taxes, net of capitalized amounts |
|
|
|
|
|
|
|
|
|
|
— |
|
|
|
|
|
|
|
|||||
Utilities expense, net of utility reimbursements |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||
Property insurance expense, net of capitalized amounts |
|
|
|
|
|
|
|
|
|
|
— |
|
|
|
|
|
|
|
|||||
Other property operating expenses(4) |
|
— |
|
|
|
— |
|
|
|
— |
|
|
|
— |
|
|
|
|
|
|
|
||
Property operating expenses |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||
Property net operating income (loss) |
|
( |
) |
|
|
|
|
|
( |
) |
|
|
— |
|
|
|
|
|
|
|
|||
Other operating expenses not allocated to segments(5) |
|
— |
|
|
|
— |
|
|
|
— |
|
|
|
— |
|
|
|
( |
) |
|
|
( |
) |
Other items included in income (loss) from continuing operations before income tax(6) |
|
— |
|
|
|
— |
|
|
|
— |
|
|
|
— |
|
|
|
( |
) |
|
|
( |
) |
Income (loss) from continuing operations before income tax |
$ |
( |
) |
|
$ |
|
|
$ |
( |
) |
|
$ |
— |
|
|
$ |
( |
) |
|
$ |
( |
) |
|
31
Table of Contents
Net real estate and non-recourse property debt and construction loans, net, of our segments as of September 30, 2025 and December 31, 2024, were as follows (in thousands):
|
Development and Redevelopment |
|
|
Operating |
|
|
Other |
|
|
Total |
|
||||
As of September 30, 2025 |
|
|
|
|
|
|
|
|
|
|
|
||||
Buildings and improvements |
$ |
|
|
$ |
|
|
$ |
|
|
$ |
|
||||
Land |
|
|
|
|
|
|
|
|
|
|
|
||||
Total real estate |
|
|
|
|
|
|
|
|
|
|
|
||||
Accumulated depreciation |
|
( |
) |
|
|
( |
) |
|
|
( |
) |
|
|
( |
) |
Net real estate |
$ |
|
|
$ |
|
|
$ |
|
|
$ |
|
||||
|
|
|
|
|
|
|
|
|
|
|
|
||||
Non-recourse property debt and construction loans, net |
$ |
|
|
$ |
|
|
$ |
|
|
$ |
|
||||
|
Development and Redevelopment |
|
|
Operating |
|
|
Other |
|
|
Total |
|
||||
As of December 31, 2024 |
|
|
|
|
|
|
|
|
|
|
|
||||
Buildings and improvements |
$ |
|
|
$ |
|
|
$ |
|
|
$ |
|
||||
Land |
|
|
|
|
|
|
|
|
|
|
|
||||
Total real estate |
|
|
|
|
|
|
|
|
|
|
|
||||
Accumulated depreciation |
|
( |
) |
|
|
( |
) |
|
|
( |
) |
|
|
( |
) |
Net real estate |
$ |
|
|
$ |
|
|
$ |
|
|
$ |
|
||||
|
|
|
|
|
|
|
|
|
|
|
|
||||
Non-recourse property debt and construction loans, net |
$ |
|
|
$ |
|
|
$ |
|
|
$ |
|
||||
Capital additions within our segments for the three and nine months ended September 30, 2025 and 2024, were as follows (in thousands):
|
Three Months Ended September 30, |
|
|
Nine Months Ended September 30, |
|
||||||||||
|
2025 |
|
|
2024 |
|
|
2025 |
|
|
2024 |
|
||||
Development and Redevelopment |
$ |
|
|
$ |
|
|
$ |
|
|
$ |
|
||||
Operating |
|
|
|
|
|
|
|
|
|
|
|
||||
Other |
|
|
|
|
|
|
|
|
|
|
|
||||
Corporate and Amounts Not Allocated to Segments (1) |
|
|
|
|
|
|
|
|
|
|
|
||||
Total capital additions |
$ |
|
|
$ |
|
|
$ |
|
|
$ |
|
||||
In addition to the amounts disclosed in the tables above, as of September 30, 2025 the Development and Redevelopment segment right-of-use lease assets and lease liabilities aggregated to $
32
Table of Contents
Note 10 — Subsequent Events
Subsequent to quarter end, in October 2025, we completed the transfer of ownership interests with our joint venture partner at the development land sites along Broward Avenue in Fort Lauderdale, Florida. We exchanged our ownership in 200 Broward Avenue, which was subject to a non-performing seller financing note with a carrying value of $
Subsequent to quarter end, we amended the December 30, 2024 agreement to sell the properties located at 1001 Brickell Bay Drive and 1111 Brickell Bay Drive in Miami, Florida (together referred to as the “Brickell Assemblage”) to Brickell Bay Property Owner LLC (the “Buyer”) for a gross price of $
Subsequent to quarter end, on November 10, 2025, our Board of Directors (the “Board”) determined advisable and approved a Plan of Sale and Liquidation (the “Plan of Sale and Liquidation”). The Plan of Sale and Liquidation provides for the Company’s complete liquidation and dissolution in accordance with Section 331, Section 336 and Section 346(a) of the Internal Revenue Code of 1986 (the “Code”), as amended, and the Maryland General Corporation Law.
33
Table of Contents
ITEM 2. MANAGEMENT’S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS
Forward Looking Statements
The Private Securities Litigation Reform Act of 1995 provides a “safe harbor” for forward-looking statements in certain circumstances. Certain information included in this Quarterly Report on Form 10-Q contains or may contain information that is forward-looking within the meaning of the federal securities laws. Forward-looking statements include all statements that are not historical statements of fact and those regarding our intent, belief, or expectations. Words such as “anticipate(s),” “expect(s),” “intend(s),” “plan(s),” “believe(s),” “may,” “will,” “would,” “could,” “should,” “seek(s)” and similar expressions, or the negative of these terms, are intended to identify such forward-looking statements. The forward-looking statements in this Quarterly Report on Form 10-Q include, without limitation, statements regarding: our future plans and goals, including the timing and amount of capital expected to be returned to our stockholders, our pipeline investments and projects, our plans to eliminate certain near term debt maturities, our estimated value creation and potential, our timing, scheduling and budgeting, projections regarding revenue and expense growth, our plans to form joint ventures, our plans for new acquisitions or dispositions, our strategic partnerships and value added therefrom, the potential for adverse economic and geopolitical conditions, which negatively impact our operations, including on our ability to maintain current or meet projected occupancy, rental rate and property operating results; the effect of acquisitions, dispositions, developments, and redevelopments; our ability to meet budgeted costs and timelines, and achieve budgeted rental rates related to our development and redevelopment investments; expectations regarding sales of our apartment communities and the use of proceeds thereof; the availability and cost of corporate debt; and our ability to comply with debt covenants, including financial coverage ratios. We caution investors not to place undue reliance on any such forward-looking statements.
These forward-looking statements are based on management’s judgment as of this date, which is subject to risks and uncertainties that could cause actual results to differ materially from our expectations, including, but not limited to: the risk that the 2025 plans and goals may not be completed, as expected, in a timely manner or at all; the possibility that Aimco’s stockholders do not approve the Plan of Sale and Liquidation; changes in the amount and timing of the total liquidating distributions, including as a result of unexpected levels of transaction cost, delayed or terminated closings, liquidation costs or unpaid or additional liabilities and obligations; the possibility of converting to a liquidating trust or other liquidating entity; the ability of our Board to terminate the Plan of Sale and Liquidation, whether or not approved by stockholders; the occurrence of any event, change or other circumstances that could give rise to the termination of the Plan of Sale and Liquidation; geopolitical events which may adversely affect the markets in which our securities trade, and other macro-economic conditions, including, among other things, rising interest rates and inflation, which heightens the impact of the other risks and factors described herein; 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 and effects of acquisitions, dispositions, developments and redevelopments; expectations regarding sales of apartment communities and the use of proceeds thereof; insurance risks, including the cost of insurance, and natural disasters and severe weather such as hurricanes; supply chain disruptions, particularly with respect to raw materials such as lumber, steel, and concrete; the impact of tariffs and global trade disruptions on us; financing risks, including the availability and cost of financing; the risk that cash flows from operations may be insufficient to meet required payments of principal and interest; the risk that earnings may not be sufficient to maintain compliance with debt covenants, including financial coverage ratios; legal and regulatory risks, including costs associated with prosecuting or defending claims and any adverse outcomes; the terms of laws and governmental regulations that affect us and interpretations of those laws and regulations; and possible environmental liabilities, including costs, fines or penalties that may be incurred due to necessary remediation of contamination of apartment communities presently owned by us.
In addition, our current and continuing qualification as a real estate investment trust involves the application of highly technical and complex provisions of the Code and depends on our ability to meet the various requirements imposed by the Code through actual operating results, distribution levels and diversity of stock ownership.
Readers should carefully review our financial statements and the notes thereto, as well as Item 1A. Risk Factors in Part II of this report. These risk factors should not be construed as exhaustive and should be read in conjunction with the other cautionary statements that are included elsewhere in this Quarterly Report on Form 10-Q. We undertake no obligation to publicly update or review any forward-looking statement, whether as a result of new information, future developments or otherwise, except as required by law.
Readers should also carefully review the section entitled “Risk Factors” described in Item 1A of Apartment Investment and Management Company’s and Aimco OP L.P.’s combined Annual Report on Form 10-K for the year ended December 31, 2024, and subsequent documents we file from time to time with the SEC.
As used herein and except as the context otherwise requires, “we,” “our,” and “us” refer to Apartment Investment and Management Company (which we refer to as Aimco), Aimco OP L.P. (which we refer to as Aimco Operating Partnership) and their consolidated entities, collectively.
Certain financial and operating measures found herein and used by management are not defined under accounting principles generally accepted in the United States (“GAAP”). These measures are defined and reconciled to the most comparable GAAP measures under the Non-GAAP Measures heading.
34
Table of Contents
Executive Overview
Our mission is to make real estate investments, primarily focused on the multifamily sector within targeted U.S. markets, where outcomes are enhanced through our human capital and substantial value is created for investors, teammates, and the communities in which we operate.
Our value proposition includes our:
Our primary goal is outsized risk adjusted returns and accelerating growth for our stockholders. We are focused on providing superior total-return performance to stockholders, primarily through capital appreciation driven by accretive investment and active portfolio management over multi-year periods. We do not presently intend to pay a regular quarterly cash dividend, but periodically pay dividends for REIT tax purposes or to return capital to stockholders.
Our financial objectives are to create value and produce superior, asset level, risk-adjusted returns on equity as measured by the investment period Internal Rate of Return (“IRR”) and the project-level Multiple on Invested Capital (“MOIC”). We measure broader performance based on Net Asset Value (“NAV”) growth over time.
Our capital allocation strategy is designed to leverage our investment platform and optimize risk-adjusted returns for our stockholders.
In addition, we currently hold select alternative assets, consisting primarily of indirect, real estate related debt and equity investments. We have reduced our allocation to these investments and have no plans to increase our allocation to these investments.
We have policies in place that support our current strategy, guide our investment allocations, and manage risk, including to hold a sizable portion of our net equity in stabilized cash-flowing assets and to require cash or committed credit necessary for completion of development and redevelopment projects prior to their commencement.
Given our current strategy, it is expected that at any point in time the value-creation process will be ongoing at numerous of our investments. Over time, we expect our enterprise to produce superior returns on equity on a risk-adjusted basis and it is our plan to do so by:
We have corporate headquarters in Denver, Colorado and Washington, D.C. Our investment platform is managed by experienced regional professionals who leverage in-depth local market knowledge, creating a comparative advantage when sourcing, evaluating, and executing investment opportunities.
35
Table of Contents
We own a geographically diversified portfolio of 19 apartment communities (15 consolidated properties and four unconsolidated properties) with average rents in line with local market averages (generally defined as B class). We also own an apartment building and its adjacent office building, Yacht Club Apartments and 1001 Brickell Bay Drive (together referred to as the “Brickell Assemblage”), in a land assemblage that is under contract to be sold and an apartment building in suburban Boston sold in October 2025. The target composition of our stabilized portfolio will continue to include primarily B multifamily assets, spread across geographically diversified markets, with a bias toward long established residential neighborhoods that rank highly in regard to schools, employment fundamentals and state and regional governance. Core-Plus opportunities offer the opportunity for incremental capital investment while maintaining stabilized cashflow to accelerate income growth and improve asset values.
Our dedicated team will source and execute development and redevelopment projects, and various other direct investment strategies. Our development and redevelopment portfolio currently includes projects in construction and lease-up. In addition, our team has secured significant, high-quality, future development opportunities, including total potential of more than 7.7 million gross square feet, located in high-growth markets. Generally, we seek direct investment opportunities in locations where barriers to entry are high, target customers can be clearly defined and where we have a comparative advantage over others in the market. From time to time, we may choose to monetize certain pipeline assets prior to vertical construction in an effort to maximize value and risk adjusted returns. In any time period, the amount of our capital that is allocated to development activities may vary based on market conditions and other factors.
We will guard our liquidity at all times by maintaining sufficient cash and committed credit. From time to time, we will allocate capital to financial assets designed to mitigate risks. Existing examples include our use of interest rate caps to provide protection against increases in interest rates on in-place loans. We expect to capitalize our activities through a combination of non-recourse property debt, non-recourse construction loans, third-party equity, and the recycling of our equity, including retained earnings. We plan to limit the use of recourse leverage, with a strong preference towards non-recourse property-level debt to limit risk to our enterprise. When warranted, we plan to seek equity capital from joint venture partners to improve our cost of capital, further leverage our equity, reduce exposure to a single investment and, in certain cases, for strategic benefits.
Proposed Plan of Sale and Liquidation
Subsequent to quarter end, on November 10, 2025, our Board deemed advisable and approved the Plan of Sale and Liquidation. The Plan of Sale and Liquidation provides for the Company’s complete liquidation and dissolution in accordance with Section 331, Section 336, and Section 346(a) of the Code and Maryland General Corporation Law. Effectiveness of the Plan of Sale and Liquidation is subject to approval by the affirmative vote of the holders of Common Stock entitled to cast two-thirds of all votes entitled to be cast on the matter. Aimco currently anticipates that the Plan of Sale and Liquidation would be submitted for stockholder approval at a special meeting of stockholders, expected to occur in early 2026.
The proposed Plan of Sale and Liquidation presents certain risks, and there can be no assurance that the Plan of Sale and Liquidation will result in any transaction or that the Plan of Sale and Liquidation will be completed. See Item 1A. Risk Factors in Part II of this report.
Results for the three and nine months ended September 30, 2025
The results from the execution of our business plan during the three and nine months ended September 30, 2025 are described below.
Financial Results and Highlights
36
Table of Contents
Operating Property Results
We own a diversified portfolio of stabilized operating properties which now includes 15 apartment communities with average rents in line with local market averages (generally defined as B class).
Highlights for the three months ended September 30, 2025 include:
Value Add and Opportunistic Investments
Development and Redevelopment
We generally seek development and redevelopment opportunities where barriers to entry are high, target customers can be clearly defined, and where we have a comparative advantage over others in the market. Our Value Add and Opportunistic investments may also target portfolio acquisitions, operational turnarounds, and re-entitlements.
As of September 30, 2025, we had one multifamily development project under construction, two multifamily communities that have been completed and are now in lease-up, and one that completed lease-up and is stabilizing operations.
During the three and nine months ended September 30, 2025, we invested $25.8 million and $68.2 million, respectively, in development and redevelopment activities, primarily funded through construction loan and preferred equity draws, compared to $29.8 million and $102.3 million, respectively, during the same period in 2024.
Highlights for the three months ended September 30, 2025 include:
Investment and Disposition Activity
We currently anticipate that the Plan of Sale and Liquidation would be submitted for stockholder approval at a special stockholder meeting, expected to occur in early 2026. Additional information regarding the Plan of Sale and Liquidation will be made available in the Company’s filings with the U.S. Securities and Exchange Commission.
We do not intend to disclose or comment on the sales and marketing of individual assets, or any other strategic transactions, until we determine that further disclosure is appropriate or required.
37
Table of Contents
Balance Sheet and Financing Activities
We are highly focused on maintaining a strong balance sheet, including ample liquidity. As of September 30, 2025, we had access to $425.1 million in liquidity, including $404.4 million of cash on hand ($327.3 million of which funded the special dividend paid on October 15, 2025) and $20.7 million of restricted cash. Refer to the Liquidity and Capital Resources section for additional information regarding our leverage.
As of September 30, 2025, 100% of our total debt was either fixed rate or hedged with interest rate cap protection. Considering investments under contract to sell and including contractual extensions, we have no debt maturing prior to June 2027.
Financial Results of Operations
The following discussion and analysis of the results of our operations and financial condition should be read in conjunction with the accompanying condensed consolidated financial statements included in Item 1.
Results of Operations for the three and nine months ended September 30, 2025 and 2024
Net income (loss) attributable to Aimco common stockholders changed by $308.6 million and $346.1 million, respectively, for the three and nine months ended September 30, 2025, compared to the same period in 2024, as described more fully below.
38
Table of Contents
Property Results
We have three segments: (i) Development and Redevelopment, (ii) Operating, and (iii) Other.
Our Development and Redevelopment segment consists of rental communities that are under construction or have not achieved stabilization, as well as land held for development. As of September 30, 2025, our Development and Redevelopment segment consists of 9 properties, including one under construction, two completed and in lease-up, and one that has completed lease-up and is stabilizing operations.
Our Operating segment includes 15 residential apartment communities with 2,524 apartment homes that have achieved a stabilized level of operations as of January 1, 2024 and maintained it throughout the current year and comparable period. We aggregate all our apartment communities that have reached stabilization into our Operating segment.
Our Other segment consists of properties currently owned that are not included in our Development and Redevelopment or Operating segments. Our Other segment includes The Benson Hotel, our only hotel.
Prior period segment information has been recast based upon our current segment population, and is consistent with how our President and Chief Executive Officer, the chief operating decision maker (“CODM”) evaluates the business. During the three months ended September 30, 2025, we reclassified as discontinued operations the five properties within our Boston portfolio, which was previously reported within the Operating segment.
We use property net operating income (“PNOI”) to assess the operating performance of our segments. PNOI is defined as rental and other property revenues, excluding utility reimbursements, less direct property operating expenses, net of utility reimbursements, for the consolidated communities; but excluding
Please refer to Note 9 to the condensed consolidated financial statements in Item 1 for further discussion regarding our segments, including a reconciliation of these amounts to consolidated rental and other property revenues and property operating expenses.
Property Net Operating Income
The results of our segments for the three months ended September 30, 2025 and 2024, as presented below, are based on segment classifications as of September 30, 2025 (dollars in thousands).
|
Three Months Ended September 30, |
|
|
|
|
||||||||||
|
2025 |
|
|
2024 |
|
|
$ Change |
|
|
% Change |
|
||||
Rental and other property revenues, before utility reimbursements: |
|
|
|
|
|
|
|
|
|
|
|
||||
Development and Redevelopment |
$ |
7,606 |
|
|
$ |
3,085 |
|
|
$ |
4,521 |
|
|
nm |
|
|
Operating |
|
18,176 |
|
|
|
17,964 |
|
|
|
212 |
|
|
|
1.2 |
% |
Other |
|
1,989 |
|
|
|
1,889 |
|
|
|
100 |
|
|
|
5.3 |
% |
Total |
|
27,771 |
|
|
|
22,938 |
|
|
|
4,833 |
|
|
|
21.1 |
% |
Property operating expenses, net of utility reimbursements: |
|
|
|
|
|
|
|
|
|
|
|
||||
Development and Redevelopment |
|
3,348 |
|
|
|
2,639 |
|
|
|
709 |
|
|
nm |
|
|
Operating |
|
6,551 |
|
|
|
5,929 |
|
|
|
622 |
|
|
|
10.5 |
% |
Other |
|
1,794 |
|
|
|
2,377 |
|
|
|
(583 |
) |
|
|
(24.5 |
%) |
Total |
|
11,693 |
|
|
|
10,945 |
|
|
|
748 |
|
|
|
6.8 |
% |
Property net operating income: |
|
|
|
|
|
|
|
|
|
|
|
||||
Development and Redevelopment |
|
4,258 |
|
|
|
446 |
|
|
|
3,812 |
|
|
nm |
|
|
Operating |
|
11,625 |
|
|
|
12,035 |
|
|
|
(410 |
) |
|
|
(3.4 |
%) |
Other |
|
195 |
|
|
|
(488 |
) |
|
|
683 |
|
|
nm |
|
|
Total |
$ |
16,078 |
|
|
$ |
11,993 |
|
|
$ |
4,085 |
|
|
|
34.1 |
% |
For the three months ended September 30, 2025, compared to the same period in 2024:
39
Table of Contents
The results of our segments for the nine months ended September 30, 2025 and 2024, as presented below, are based on segment classifications as of September 30, 2025 (dollars in thousands).
|
Nine Months Ended September 30, |
|
|
|
|
||||||||||
|
2025 |
|
|
2024 |
|
|
$ Change |
|
|
% Change |
|
||||
Rental and other property revenues, before utility reimbursements: |
|
|
|
|
|
|
|
|
|
|
|
||||
Development and Redevelopment |
$ |
18,939 |
|
|
$ |
5,517 |
|
|
$ |
13,422 |
|
|
nm |
|
|
Operating |
|
54,163 |
|
|
|
53,581 |
|
|
|
582 |
|
|
|
1.1 |
% |
Other |
|
5,519 |
|
|
|
4,888 |
|
|
|
631 |
|
|
|
12.9 |
% |
Total |
|
78,621 |
|
|
|
63,986 |
|
|
|
14,635 |
|
|
|
22.9 |
% |
Property operating expenses, net of utility reimbursements: |
|
|
|
|
|
|
|
|
|
|
|
||||
Development and Redevelopment |
|
9,924 |
|
|
|
5,843 |
|
|
|
4,081 |
|
|
nm |
|
|
Operating |
|
18,858 |
|
|
|
17,604 |
|
|
|
1,254 |
|
|
|
7.1 |
% |
Other |
|
6,308 |
|
|
|
5,741 |
|
|
|
567 |
|
|
|
9.9 |
% |
Total |
|
35,090 |
|
|
|
29,188 |
|
|
|
5,902 |
|
|
|
20.2 |
% |
Property net operating income: |
|
|
|
|
|
|
|
|
|
|
|
||||
Development and Redevelopment |
|
9,015 |
|
|
|
(326 |
) |
|
|
9,341 |
|
|
nm |
|
|
Operating |
|
35,305 |
|
|
|
35,977 |
|
|
|
(672 |
) |
|
|
(1.9 |
%) |
Other |
|
(789 |
) |
|
|
(853 |
) |
|
|
64 |
|
|
|
7.5 |
% |
Total |
$ |
43,531 |
|
|
$ |
34,798 |
|
|
$ |
8,733 |
|
|
|
25.1 |
% |
For the nine months ended September 30, 2025, compared to the same period in 2024:
Non-Segment Real Estate Operations
Operating income amounts not attributed to our segments include property management costs, casualty losses, and, if applicable, the results of apartment communities sold or held for sale, reported in consolidated amounts, which we do not allocate to our segments for purposes of evaluating segment performance.
For the three months ended September 30, 2025 and 2024, other property operating expenses not allocated to segments were $0.9 million and $0.9 million, respectively. For the three months ended September 30, 2025 and 2024, properties that were sold or classified as held for sale generated property net operating income of $3.1 million and $6.6 million, respectively.
For the nine months ended September 30, 2025 and 2024, other property operating expenses not allocated to segments were $3.0 million and $3.6 million, respectively. For the nine months ended September 30, 2025 and 2024, properties that were sold or classified as held for sale generated property net operating income of $12.1 million and $20.9 million, respectively.
Please refer to Note 8 to the condensed consolidated financial statements in Item 1 for our Boston portfolio performance, which includes five apartment communities classified as discontinued operations.
Depreciation and Amortization
For the three and nine months ended September 30, 2025, compared to the same periods in 2024, Depreciation and amortization expense decreased by $5.2 million, or 24.1%, and $13.0 million, or 22.4%, respectively, due primarily to the disposition of The Hamilton and the classification of the Brickell Assemblage as held for sale in December 2024, partially offset by the substantial completion of Upton Place, Strathmore Square, and Oak Shore in 2024.
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General and Administrative Expenses
For the three months ended September 30, 2025, compared to the same period in 2024, General and administrative expenses decreased by $0.2 million, or 2.9%. For the nine months ended September 30, 2025, compared to the same period in 2024, General and administrative expenses decreased by $0.4 million, or 1.6%.
Impairment of Real Estate
Based on periodic tests of recoverability of long-lived assets, during the three and nine months ended September 30, 2025, we recognized impairment losses totaling $57.4 million. No impairment losses were recognized in the same periods in 2024. The impairment losses were recognized primarily due to the reductions in the estimated period over which we expect to hold the properties, coupled with reductions in the estimated fair values of the assets as compared to their carrying amounts.
Interest Income
For the three and nine months ended September 30, 2025, compared to the same periods in 2024, Interest income decreased by $0.8 million, or 33.3%, and $2.3 million, or 30.8%, respectively, due primarily to a decrease earned on amounts of invested cash.
Interest Expense
For the three months ended September 30, 2025, compared to the same period in 2024, Interest expense decreased by $2.3 million, or 14.0%, due primarily to the repayment of certain non-recourse construction loans in December 2024 and use of the revolving credit facility to pay off a higher interest rate non-recourse construction loan in May 2025.
For the nine months ended September 30, 2025, compared to the same period in 2024, Interest expense increased by $3.0 million, or 7.3%, due primarily to increased non-recourse construction loan draws and reduced capitalization due to the substantial completion of Upton Place, Strathmore Square, and Oak Shore in 2024, partially offset by the repayment and refinancing of certain non-recourse construction loans in December 2024 and use of the revolving credit facility to pay off a higher interest rate non-recourse construction loan in May 2025. In September 2025, we used proceeds from the sale of four Boston properties to paydown in full the borrowings and retire the revolving credit facility.
Realized and Unrealized Gains (Losses) on Interest Rate Contracts
We are required to adjust our interest rate contracts to fair value on a quarterly basis. As a result of the mark-to-market adjustments, we recorded unrealized losses of $0.4 million for the three months ended September 30, 2025, and unrealized losses of $1.2 million for the nine months ended September 30, 2025. We recorded unrealized losses of $2.6 million and $4.1 million, respectively, for the same periods in 2024. In addition, we realized gains of $0.3 million for the three months ended September 30, 2025, and realized gains of $0.8 million for the nine months ended September 30, 2025, respectively, compared to realized gains of $1.5 million and $5.3 million, respectively, for the same periods in 2024.
Realized and Unrealized Gains (Losses) on Equity Investments
We measure our investments in property technology funds at NAV as a practical expedient. Prior to the sale of our investment in stock during the three months ended September 30, 2025, we measured our investments in stock based on its market price at period end. In addition, we measure our investment in IQHQ at cost, less impairment if any needed, with subsequent adjustments for observable price changes of identical or similar investments of the same issuer since it does not have a readily determinable fair value. As a result of changes in the values of these investments, we recorded net losses of $4.9 million and $5.5 million, respectively, for the three and nine months ended September 30, 2025. For the same periods in 2024, we recorded net losses of $0.6 million and $48.1 million, respectively. During the three and nine months ended September 30, 2025, we recorded a $6.2 million non-cash impairment recognized on our investment in IQHQ compared to $47.0 million recorded in the second quarter of 2024.
Other Income (Expense), Net
Other income (expense), net, includes costs associated with our risk management activities, partnership administration expenses, fee income, and certain non-recurring items, as well as activity related to our Mezzanine Investment and unconsolidated real estate partnerships. For the three and nine months ended September 30, 2025 compared to the same periods in 2024 Other income (expense), net changed by $4.9 million and $7.2 million, respectively, primarily due to an increase in income related to our Mezzanine Investment and the non-cash other than temporary impairment recognized on our investment in an unconsolidated investment in the third quarter of 2024.
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Income Tax Benefit (Expense)
Certain aspects of our operations are conducted through taxable REIT subsidiaries, or “TRS entities”. Additionally, our TRS entities hold an investment in 1001 Brickell Bay Drive and Oak Shore.
Our income tax benefit (expense) calculated in accordance with GAAP includes income taxes associated with the income or loss of our TRS entities. Income taxes, as well as changes in valuation allowance and incremental deferred tax items in conjunction with intercompany asset transfers and internal restructurings (if applicable), are included in Income tax benefit (expense) in our Condensed Consolidated Statements of Operations.
Consolidated GAAP income or loss subject to tax consists of pretax income or loss of our taxable entities and income and, if applicable, gains retained by the REIT. For the three and nine months ended September 30, 2025, we had consolidated net losses subject to tax of $2.7 million and $5.9 million, respectively. For the three and nine months ended September 30, 2024, we had consolidated net losses subject to tax of $9.7 million and $21.6 million, respectively.
For the three months ended September 30, 2025, we recognized income tax benefit attributable to continuing operations of $0.1 million compared to $3.8 million during the same period in 2024. The change in income tax benefit is due primarily to the tax effect of reduced depreciation in 2025 associated with properties owned by, and activities of, our TRS entities.
For the nine months ended September 30, 2025, we recognized income tax expense attributable to continuing operations of $5.4 million, compared to an income tax benefit of $8.7 million during the same period in 2024. The change in income tax benefit (expense) is due primarily to the tax effect of reduced depreciation in 2025 associated with properties owned by, and activities of, our TRS entities, partially offset by the recognition of a non-cash partial valuation allowance against the deferred tax assets of our TRS entities in 2025.
On July 4, 2025, legislation commonly referred to as the One Big Beautiful Bill Act (“OBBBA”) was signed into law. Significant provisions of the OBBBA include the permanent extension of certain provisions of the 2017 Tax Cuts and Jobs Act and the restoration of favorable tax treatment for certain business provisions. The changes introduced by the OBBBA are not expected to have a material impact on our annual effective tax rate for 2025.
Income (loss) from Discontinued Operations, Net
The results of operations for consolidated properties that met the criteria required to be recognized within discontinued operations, whether sold during the period or designated as held for sale at the end of the period, are required to be classified as discontinued operations for all periods presented. The components of net earnings that are classified as discontinued operations include all property-related revenues and operating expenses, depreciation expense recognized prior to the classification as held for sale, and property-specific interest expense. In addition, the net gain or loss on the eventual disposal of properties are reported in discontinued operations, along with any related tax effects or allocation of income to noncontrolling interests in the results of the discontinued operations.
For the three and nine months ended September 30, 2025, we recognized income from discontinued operations, net, of $382.3 million and $397.4 million, respectively, compared to income from discontinued operations, net, of $7.3 million and $20.2 million, respectively, during the same periods in 2024. The change in income from discontinued operations, net, is due primarily to the recognition of a gain on disposal of $377.1 million related to the sale of four properties in our suburban Boston portfolio.
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Table of Contents
Critical Accounting Estimates
We prepare our consolidated financial statements in accordance with GAAP, which requires us to make estimates and assumptions. Our critical accounting estimates that involve our more significant judgments and estimates used in the preparation of our consolidated financial statements are detailed in Item 7, Management’s Discussion and Analysis of Financial Condition and Results of Operations, of Aimco’s and Aimco Operating Partnership’s combined Annual Report on Form 10-K for the year ended December 31, 2024. There have been no significant changes in our critical accounting estimates from those reported in our Form 10-K and we believe that the related judgments and assessments have been consistently applied and produce financial information that fairly depicts the financial condition, results of operations, and cash flows for all periods presented.
Non-GAAP Measures
We use EBITDAre and Adjusted EBITDAre in managing our business and in evaluating our financial condition and operating performance. These key financial indicators are non-GAAP measures and are defined and described below. We provide reconciliations of the non-GAAP financial measures to the most comparable financial measure computed in accordance with GAAP.
Earnings Before Interest Expense, Income Taxes, Depreciation and Amortization for Real Estate (“EBITDAre”)
EBITDAre and Adjusted EBITDAre are non-GAAP measures, which we believe are useful to investors, creditors, and rating agencies as a supplemental measure of our ability to incur and service debt because they are recognized measures of performance by the real estate industry and facilitates comparison of our credit strength to other companies. EBITDAre and Adjusted EBITDAre should not be considered alternatives to net income (loss) as determined in accordance with GAAP as indicators of liquidity. There can be no assurance that our method of calculating EBITDAre and Adjusted EBITDAre is comparable with that of other real estate investment trusts. Nareit defines EBITDAre as net income computed in accordance with GAAP, before interest expense, income taxes, depreciation and amortization expense, further adjusted for:
EBITDAre is defined by Nareit and provides for an additional performance measure independent of capital structure for greater comparability between real estate investment trusts. We define Adjusted EBITDAre as EBITDAre adjusted to exclude the effect of the following items:
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Table of Contents
The reconciliation of net income (loss) to EBITDAre and Adjusted EBITDAre for the three and nine months ended September 30, 2025 and 2024, is as follows (in thousands):
|
|
Three Months Ended September 30, |
|
|
Nine Months Ended September 30, |
|
||||||||||
|
|
2025 |
|
|
2024 |
|
|
2025 |
|
|
2024 |
|
||||
Net income (loss) |
|
$ |
302,992 |
|
|
$ |
(20,065 |
) |
|
$ |
274,305 |
|
|
$ |
(88,364 |
) |
Adjustments: |
|
|
|
|
|
|
|
|
|
|
|
|
||||
Interest expense |
|
|
14,033 |
|
|
|
16,323 |
|
|
|
44,214 |
|
|
|
41,196 |
|
Income tax (benefit) expense |
|
|
(116 |
) |
|
|
(3,814 |
) |
|
|
5,370 |
|
|
|
(8,731 |
) |
Depreciation and amortization |
|
|
16,222 |
|
|
|
21,376 |
|
|
|
44,922 |
|
|
|
57,914 |
|
Impairment on real estate |
|
|
57,373 |
|
|
|
— |
|
|
|
57,373 |
|
|
|
— |
|
Interest expense, depreciation, amortization, and income taxes related to discontinued operations |
|
|
4,643 |
|
|
|
4,877 |
|
|
|
13,971 |
|
|
|
15,234 |
|
Gains on dispositions of real estate, including discontinued operations |
|
|
(377,117 |
) |
|
|
— |
|
|
|
(377,117 |
) |
|
|
— |
|
Unrealized (gains) losses from investments in unconsolidated partnerships |
|
|
— |
|
|
|
2,597 |
|
|
|
— |
|
|
|
2,597 |
|
Adjustment related to EBITDAre of unconsolidated partnerships |
|
|
219 |
|
|
|
218 |
|
|
|
777 |
|
|
|
650 |
|
EBITDAre |
|
$ |
18,249 |
|
|
$ |
21,512 |
|
|
$ |
63,815 |
|
|
$ |
20,496 |
|
Net (income) loss attributable to redeemable noncontrolling interests in consolidated real estate partnerships |
|
|
(3,582 |
) |
|
|
(3,659 |
) |
|
|
(9,411 |
) |
|
|
(10,817 |
) |
Net (income) loss attributable to noncontrolling interests in consolidated real estate partnerships |
|
|
(105 |
) |
|
|
572 |
|
|
|
(633 |
) |
|
|
1,399 |
|
EBITDAre adjustments attributable to noncontrolling interests |
|
|
6 |
|
|
|
(1,000 |
) |
|
|
(530 |
) |
|
|
(2,505 |
) |
Mezzanine investment (income) loss, net |
|
|
144 |
|
|
|
628 |
|
|
|
(856 |
) |
|
|
1,884 |
|
Realized and unrealized (gains) losses on interest rate contracts |
|
|
102 |
|
|
|
1,148 |
|
|
|
434 |
|
|
|
(1,164 |
) |
Unrealized (gains) losses on passive equity investments |
|
|
4,868 |
|
|
|
— |
|
|
|
5,475 |
|
|
|
46,972 |
|
Adjusted EBITDAre |
|
$ |
19,682 |
|
|
$ |
19,201 |
|
|
$ |
58,294 |
|
|
$ |
56,264 |
|
Liquidity and Capital Resources
Liquidity
Liquidity is the ability to meet present and future financial obligations.
As of September 30, 2025, our available liquidity was $425.1 million, which consisted of:
As of September 30, 2025, we had sufficient capacity on our non-recourse construction loans to cover our remaining commitments on development and redevelopment projects of approximately $107.6 million. We also have unfunded commitments in the amount of $1.1 million related to our investments in entities that develop technology related to the real estate industry. Our principal uses for liquidity include normal operating activities, payments of principal and interest on outstanding debt, capital expenditures, and future investments. Additionally, our third-party property managers may enter into commitments on our behalf to purchase goods and services in connection with the operation of our apartment communities and our office building. Those commitments generally have terms of one year or less and reflect expenditure levels comparable to historical levels.
Subsequent to quarter end, in November 2025, our Board deemed advisable and approved the Plan of Sale and Liquidation. If the Plan of Sale and Liquidation is approved by our stockholders, we expect it will materially impact our short and long-term capital needs and liquidity requirements, and our plan to meet those needs.
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As of September 30, 2025, whether the Plan of Sale and Liquidation is approved by our stockholders, we believe, based on the information available at this time, cash and cash equivalents, cash generated from operations, and proceeds from planned dispositions are sufficient sources of liquidity to meet our operational needs for the next twelve months. In the event that these sources of liquidity are not sufficient to cover our liquidity needs, we have the means to generate additional liquidity, such as from additional property financing activity and proceeds from apartment community sales. We expect to meet our long-term liquidity requirements, including debt maturities, development and redevelopment spending, and future investment activity, primarily through property financing activity, cash generated from operations, and the recycling of our equity.
Leverage and Capital Resources
The availability and cost of credit and its related effect on the overall economy may affect our liquidity and future financing activities, both through changes in interest rates and access to financing. Any adverse changes in the lending environment, declines in our share price, and the effects of the announced Plan of Sale and Liquidation could negatively affect our liquidity. We have taken steps to mitigate a portion of our short-term refunding risk. However, if property or development financing options become unavailable, we may consider alternative sources of liquidity, such as reductions in capital spending or apartment community dispositions.
As of September 30, 2025, all of our outstanding non-recourse property debt had a fixed interest rate. In addition, the weighted-average contractual rate on our non-recourse debt was 4.4%, and the average remaining term to maturity was 5.4 years. Our use of interest rate caps may vary from quarter to quarter depending on lender requirements, recycling of interest rate caps between projects, and our view on forecasted interest rates. Our primary sources of leverage are non-recourse property-level debt and non-recourse construction loans.
In September, we used proceeds from the sale of four suburban Boston properties to paydown in full $43.8 million of borrowings on our revolving credit facility. Certain properties sold served as collateral for the credit facility, which was retired upon completion of the sales.
Changes in Cash, Cash Equivalents, and Restricted Cash
The following discussion relates to changes in consolidated cash, cash equivalents, and restricted cash due to operating, investing and financing activities, which are presented in our Condensed Consolidated Statements of Cash Flows in Item 1 of this report.
Operating Activities
For the nine months ended September 30, 2025, net cash provided by operating activities was $22.4 million. Our operating cash flow is primarily affected by rental rates, occupancy levels, operating expenses related to our portfolio of apartment communities and general and administrative costs. Net cash provided by operating activities for the nine months ended September 30, 2025, decreased by $23.7 million compared to the same period in 2024, due primarily to the timing of changes in operating assets and operating liabilities, decreased cash flows provided by operating activities from discontinued operations, and increased interest expense.
Investing Activities
For the nine months ended September 30, 2025, net cash provided by investing activities was $401.8 million. Net cash provided by investing activities for the nine months ended September 30, 2025, changed by $516.2 million compared to the same period in 2024, due primarily to the sale of four real estate assets within our Boston portfolio and decreased capital expenditures.
Financing Activities
For the nine months ended September 30, 2025, net cash used in financing activities of $171.8 million. Net cash used in financing activities for the nine months ended September 30, 2025, changed by $211.2 million compared to the same period in 2024, due primarily to the payment of dividends and distributions, principal repayments on non-recourse property debt associated with the four real estate assets within the Boston portfolio sold during the period, principal repayment on non-recourse construction loans and bridge financing, and decreased proceeds from non-recourse construction loans and bridge financing, partially offset by increased contributions from redeemable noncontrolling interests.
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Table of Contents
Future Capital Needs
Subsequent to quarter end, in November 2025, our Board deemed advisable and approved the Plan of Sale and Liquidation. If the Plan of Sale and Liquidation is approved by our stockholders, we expect it will materially impact our short and long-term capital needs and our plan to meet those needs. As of September 30, 2025, whether the Plan of Sale and Liquidation is approved by our stockholders, we believe, based on the information available at this time, that we have sufficient cash on hand and access to additional sources of liquidity to meet our operational needs for the next twelve months. We expect to fund any future development and redevelopment, and other capital spending principally with operating cash flows, short-term borrowings, and debt and equity financing. Our near-term business plan does not contemplate the issuance of equity.
ITEM 3. QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RISK
Our chief market risks are refunding risk, that is the availability of property debt or other cash sources to refund maturing property debt, and repricing risk, that is the possibility of increases in base interest rates and credit risk spreads. We primarily use long-dated, fixed-rate, non-recourse property debt on stabilized properties in order to manage the refunding and repricing risks of short-term borrowings.
We use working capital primarily to fund short-term uses. We use derivative financial instruments as a risk management tool and do not use them for trading or other speculative purposes.
Market Risk
As of September 30, 2025, on a consolidated basis, we had no variable-rate property-level debt outstanding and $168.3 million of variable-rate construction loans outstanding. The impact of elevated interest rates is mitigated by our use of interest rate caps, which as of September 30, 2025, provided protection for our variable interest rate debt. Our use of interest rate caps may vary from quarter to quarter depending on lender requirements, recycling of interest rate caps between projects, and our view on forecasted interest rates. As of September 30, 2025, we estimate an increase or decrease in our variable rate indices of 100 basis points with constant credit risk spreads, would have no material impact on interest expense.
As of September 30, 2025, we held interest rate caps with a maximum notional value of $370.3 million. These instruments were acquired for $2.8 million and at September 30, 2025, were valued at $0.2 million.
As of September 30, 2025, we had $425.1 million in cash and cash equivalents and restricted cash, a portion of which earns interest at variable rates.
ITEM 4. CONTROLS AND PROCEDURES
Aimco
Disclosure Controls and Procedures
Aimco’s management, with the participation of Aimco’s Chief Executive Officer and Chief Financial Officer, has evaluated the effectiveness of Aimco’s disclosure controls and procedures (as defined in Rules 13a-15(e) and 15d-15(e) under the Exchange Act) as of the end of the period covered by this report. Based on such evaluation, Aimco’s Chief Executive Officer and Chief Financial Officer have concluded that, as of the end of such period, Aimco’s disclosure controls and procedures were effective.
Changes in Internal Control Over Financial Reporting
There were no changes in Aimco’s internal control over financial reporting (as defined in Rules 13a-15(f) and 15d-15(f) under the Exchange Act) during the quarter ended September 30, 2025, that has materially affected, or is reasonably likely to materially affect, Aimco’s internal control over financial reporting.
Aimco Operating Partnership
Disclosure Controls and Procedures
Aimco Operating Partnership’s management, with the participation of the Chief Executive Officer and Chief Financial Officer of both Aimco and Aimco OP GP, LLC, Aimco Operating Partnership’s general partner, has evaluated the effectiveness of Aimco Operating Partnership’s disclosure controls and procedures (as defined in Rules 13a-15(e) and 15d-15(e) under the Exchange) as of the end of the period covered by this report. Based on such evaluation, the Chief Executive Officer and Chief Financial Officer of Aimco OP GP, LLC have concluded that, as of the end of such period, Aimco Operating Partnership’s disclosure controls and procedures are effective.
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Changes in Internal Control Over Financial Reporting
There were no changes in Aimco Operating Partnership’s internal control over financial reporting (as defined in Rules 13a-15(f) and 15d-15(f) under the Exchange Act) during the quarter ended September 30, 2025, that has materially affected, or is reasonably likely to materially affect, Aimco Operating Partnership’s internal control over financial reporting.
PART II. OTHER INFORMATION
ITEM 1A. RISK FACTORS
The following risk factors update and supplement the risk factors contained in Aimco’s and Aimco Operating Partnership’s combined Annual Report on Form 10-K for the year ended December 31, 2024. We may disclose changes to such factors or disclose additional factors from time to time in our filings with the SEC.
The proposed Plan of Sale and Liquidation presents risks to our current business and operations.
On November 10, 2025, our Board deemed advisable and approved the Plan of Sale and Liquidation. The Plan of Sale and Liquidation provides for the Company’s complete liquidation and dissolution in accordance with Section 331, Section 336 and Section 346(a) of the Code and Maryland General Corporation Law. Effectiveness of the Plan of Sale and Liquidation is subject to approval by the affirmative vote of the holders of Common Stock entitled to cast two-thirds of all votes entitled to be cast on the matter. Aimco currently anticipates that the Plan of Sale and Liquidation would be submitted for stockholder approval at a special meeting of stockholders, expected to occur in early 2026.
Prior to consummation of the Plan of Sale and Liquidation, the Plan of Sale and Liquidation may present risks to our business and operations, which could materially affect our business, financial results and stock price, including, among other things, that:
We cannot determine at this time the amount or timing of distributions to our stockholders in connection with the Plan of Sale and Liquidation because there are many factors, some of which are not within our control, that could affect the amount or timing of any such distributions.
The amounts that may ultimately be available for distribution to our stockholders from the Plan of Sale and Liquidation are not yet known. There are many factors that may affect the amounts available for distribution to our stockholders, including the costs to maintain our assets through the liquidation and wind-down process, the time it will take to liquidate our properties, the amounts necessary to satisfy our remaining financial obligations, transaction costs and economic factors such as inflation and interest rate changes, all of which are subject to change.
If our stockholders approve the Plan of Sale and Liquidation, we will be authorized to engage in the wind-down of our business and affairs, discharging, paying or setting aside reserves for our liabilities, disposing of our assets and distributing our remaining assets available for distribution to our stockholder (as determined by our Board in its discretion). While the Plan of Sale and Liquidation authorizes the sale of our remaining properties, we cannot predict whether we will be able to do so at all or at prices or on terms and conditions acceptable to us.
Additionally, before making the liquidating distributions to our stockholders, we will need to pay or arrange for the payment of all of our transaction costs and our liabilities. The Board may also decide to establish a reserve fund to pay any contingent claims.
The costs in the Plan of Sale and Liquidation are not yet final, so we have used estimates of these costs in calculating the amounts of our anticipated distributions. These estimates may not prove to be accurate, which could cause actual distributions to be less than our estimates.
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If the Plan of Sale and Liquidation is not approved by stockholders, we would be subject to a number of material risks, and even if our stockholders approve the Plan of Sale and Liquidation, it may not be completed.
Our Board may need to review strategic alternatives if the Plan of Sale and Liquidation is not approved by stockholders, and we intend to move forward with the marketing and sale of certain of our assets regardless of the outcome of the stockholder vote on the Plan of Sale and Liquidation.
Additionally, our Board may amend or terminate the Plan of Sale and Liquidation, even if approved by our stockholders, at any time prior to the filing of articles of dissolution, if it determines that doing so is in the best interest of us and our stockholders. Thus, the Board could decide to conduct our liquidation and dissolution differently than as currently planned, or not at all.
The occurrence of any of these events may impair our ability to conduct our business and/or reduce the amounts otherwise available for distribution to our stockholders, and the Board could decide to conduct our liquidation and dissolution differently than as currently planned, or not at all.
There can be no assurance that the liquidation of our assets will result in greater returns to you on your investment, within a reasonable period of time, than you would receive through other alternatives reasonably available to us.
It is possible that continuing with the status quo or pursuing one or more other alternatives could result in greater returns on your investment. In that case, we will be foregoing those alternative opportunities if we implement the Plan of Sale and Liquidation.
The Plan of Sale and Liquidation may adversely affect the value that a potential acquirer might place on us or our ability to sell any of our remaining assets. It may also preclude other possible courses of action not yet identified by our Board.
Please see the risk factor above titled “We cannot determine at this time the amount or timing of distributions to our stockholders in connection with the Plan of Sale and Liquidation because there are many factors, some of which are not within our control, that could affect the amount or timing of any such distributions,” for further information regarding the risks related to the distribution to our stockholders.
If any of the parties to our future sale agreements default thereunder, or if these sales do not otherwise close, our liquidating distributions may be delayed or reduced.
Prior to the approval of the Plan of Sale and Liquidation by our stockholders, we may enter into agreements to sell certain of our properties. Any such agreements entered into prior to the approval of the Plan of Sale and Liquidation by our stockholders may provide that the closing of the sales of such properties will be subject to the approval of the Plan of Sale and Liquidation, among other closing conditions. If our stockholders approve the Plan of Sale and Liquidation, we will seek to enter into further agreements for the sale of each of our remaining properties, which agreements will also provide for various closing conditions. If any of the transactions contemplated by the sale agreements we enter into do not close because of a buyer default, the failure of a closing condition to be satisfied or for any other reason, we will need to locate a new buyer for the properties subject to such agreements, which we may be unable to do promptly or at prices or on terms that are as favorable as the original sale agreement. We will also incur additional costs involved in locating a new buyer for, and negotiating a new sale agreement with respect to, any such properties. In the event that we incur such additional costs, the amount of our liquidating distributions, if any, may be delayed or reduced.
If our stockholders approve the Plan of Sale and Liquidation, we will have the authority to sell our assets under such terms as we deem appropriate without further stockholder approval.
If our stockholders approve the Plan of Sale and Liquidation, we will have the authority to sell all of our remaining properties without further stockholder approval. Our stockholders will have no subsequent opportunity to vote on such matters and will, therefore, have no right to approve or disapprove the terms of such property sales.
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Approval of the Plan of Sale and Liquidation, and the actions and transactions contemplated thereby, may lead to stockholder litigation which could result in substantial costs and distract management.
Historically, extraordinary corporate actions such as a plan of sale and liquidation, and the actions and transactions contemplated thereby, sometimes lead to securities class action lawsuits being filed against the company taking such actions. We may become involved in this type of litigation as a result of the stockholder vote on the Plan of Sale and Liquidation, which risk may be increased if our stockholders approve the Plan of Sale and Liquidation. As of the date of this Quarterly Report on Form 10-Q, no such lawsuits related to the Plan of Sale and Liquidation, and the actions and transactions contemplated thereby, were pending or, to our knowledge, threatened. However, if such a lawsuit is filed against us, the litigation is likely to be expensive, and, even if we ultimately prevail, the process will divert our attention from implementing the Plan of Sale and Liquidation. If we were not to prevail in such a lawsuit, we cannot predict the amount of any damages for which we may be obligated. Any such damages may be significant, may have a material adverse effect on our financial condition and may reduce the amounts available for distribution to our stockholders. In addition, if any plaintiffs are successful in obtaining an injunction prohibiting us from consummating the Plan of Sale and Liquidation, such an injunction may delay the Plan of Sale and Liquidation or prevent it from being completed.
The sale of properties may cause us to incur excise or income taxes or fail to maintain our REIT status, each of which would significantly reduce the amount available for distribution to our stockholders.
The sale of one or more of our properties may be considered a prohibited transaction under the Code. Net income derived by a REIT from a prohibited transaction is subject to a 100% excise tax. The term “prohibited transaction” generally includes a sale or other disposition of property (other than foreclosure property) that is held as inventory or primarily for sale to customers in the ordinary course of a trade or business. Whether property is held as inventory or “primarily for sale to customers in the ordinary course of a trade or business” depends on the particular facts and circumstances. No assurance can be given that no property sold by us will be treated as inventory or as property held for sale to customers or that we can comply with certain safe-harbor provisions of the Code that would prevent the imposition of the 100% excise tax. The 100% tax does not apply to gains from the sale of property that is held through a TRS entity or other taxable corporation, although such income will be subject to tax in the hands of the corporation at regular corporate rates. The sale of our properties in anticipation of or in connection with the Plan of Sale and Liquidation may not satisfy the prohibited transaction safe harbor, depending on the circumstances in which such sales are completed.
If we sell a significant portion of our assets, the composition of our portfolio will change, which could have a material impact on our ability to satisfy the various income, asset, distribution, and other requirements for qualification as a REIT.
As a result of the foregoing circumstances, the amount available for distribution to our stockholders could be significantly reduced.
Pursuing the Plan of Sale and Liquidation may cause us to fail to qualify as a REIT, which would significantly reduce our liquidating distributions.
For so long as we qualify as a REIT and distribute all of our REIT taxable income, we generally are not subject to federal income tax. Although our Board does not presently intend to terminate our REIT status prior to paying the final liquidating distribution to our stockholders and our dissolution, our Board may take actions pursuant to the Plan of Sale and Liquidation that would result in such a loss of REIT status. Upon payment of the final liquidating distribution and our dissolution, our legal existence and our REIT status will terminate. However, there is a risk that our actions during the liquidation process may cause us to fail to meet one or more of the requirements that must be met in order to qualify as a REIT prior to completion of the Plan of Sale and Liquidation. For example, to qualify as a REIT, generally at least 75% of our gross income in each taxable year must come from real estate sources and generally at least 95% of our gross income in each taxable year must come from real estate sources and certain other sources that are itemized in the REIT provisions in the Code, mainly interest and dividends. We may encounter difficulties satisfying these requirements during the liquidation process. In addition, in connection with such process, we may recognize ordinary income in excess of the cash received. The REIT provisions in the Code require us to pay out a large portion of our ordinary income in the form of a dividend to our stockholders. However, to the extent that we recognize ordinary income without any cash available for distribution, and if we were unable to borrow to fund the required dividend or find another way to meet the REIT distribution requirements, we may cease to qualify as a REIT. Although we expect to comply with the requirements necessary to qualify as a REIT in any taxable year, if we are unable to do so, we will, among other things (unless entitled to relief under certain statutory provisions):
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As a result of these consequences, our failure to qualify as a REIT could significantly reduce the amount of liquidating distributions we pay to our stockholders.
ITEM 2. UNREGISTERED SALES OF EQUITY SECURITIES, USE OF PROCEEDS, AND ISSUER PURCHASES OF EQUITY SECURITIES
Aimco
Aimco’s Common Stock is listed and traded on the NYSE under the symbol “AIV”.
On November 7, 2025, there were 144,075,540 shares of Common Stock outstanding, held by 874 stockholders of record. The number of holders does not include individuals or entities who beneficially own shares but whose shares are held of record by a broker or clearing agency but does include each such broker or clearing agency as one record holder.
Unregistered Sales of Equity Securities
From time to time, Aimco may issue shares of its Common Stock in exchange for OP Units, defined under the Aimco Operating Partnership heading below. Such shares are issued based on an exchange ratio of one share for each OP Unit. Aimco may also issue shares of its Common Stock in exchange for limited partnership interests in consolidated real estate partnerships.
During the three months ended September 30, 2025, 2,554,326 shares of Common Stock were issued in exchange for OP Units for an aggregate weighted average price per share of $7.98. Such shares were issued in reliance on Section 4(a)(2) of the Securities Act of 1933, as amended.
In addition to any issuances pursuant to transactions of the types discussed above, there were no unregistered sales of equity securities made by Aimco during the three months ended September 30, 2025.
Repurchases of Equity Securities
On July 28, 2022, Aimco announced that its Board authorized Aimco to repurchase up to 15 million shares of its outstanding Common Stock. On November 6, 2023, Aimco announced that the Board authorized Aimco to repurchase up to an additional 15 million shares of its outstanding Common Stock, for a total of 30 million shares. As of September 30, 2025, Aimco was authorized to repurchase up to 16.2 million shares of its outstanding Common Stock. Subject to certain blackout restrictions, these repurchases may be made from time to time in the open market or in privately negotiated transactions. These share repurchase authorizations have no expiration date.
During the three months ended September 30, 2025, Aimco did not repurchase any shares of its outstanding Common Stock.
Aimco Operating Partnership
There is no public market for OP Units, and Aimco Operating Partnership has no intention of listing OP Units on any securities exchange. In addition, Aimco Operating Partnership’s Partnership Agreement restricts the transferability of OP Units.
On November 7, 2025, there were 153,143,867 OP Units and equivalents outstanding (of which 144,075,540 were held by Aimco), that were held by 1,817 unitholders of record.
Unregistered Sales of Equity Securities
Aimco Operating Partnership did not issue any unregistered OP Units during the three months ended September 30, 2025.
Repurchases of Equity Securities
Aimco Operating Partnership’s Partnership Agreement generally provides that after holding OP Units for one year, limited partners other than Aimco have the right to redeem their OP Units for cash or, at Aimco’s election, shares of Aimco Common Stock on a one-for-one basis (subject to customary antidilution adjustments). During the three months ended September 30, 2025, 2,554,326 OP Units were redeemed in exchange for shares of Common Stock at an aggregate weighted average price per unit of $7.98 and 43,804 OP Units were redeemed in exchange for cash at an aggregate weighted average price per unit of $8.66.
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The following table summarizes repurchases, or redemptions in exchange for cash, of the Aimco Operating Partnership’s equity securities held by third parties for the three months ended September 30, 2025:
Fiscal Period |
|
Total Number of Units Repurchased |
|
|
Weighted Average Price Paid per Unit |
|
|
Total Number of Units Purchased as Part of Publicly Announced Plans or Programs |
|
Maximum Number of Units That May Yet Be Purchased Under Plans or Programs (1) |
||
July 1 - 31, 2025 |
|
|
— |
|
|
$ |
— |
|
|
NA |
|
NA |
August 1 - 31, 2025 |
|
|
— |
|
|
|
— |
|
|
NA |
|
NA |
September 1 - 30, 2025 |
|
|
43,804 |
|
|
|
8.66 |
|
|
NA |
|
NA |
Total |
|
|
43,804 |
|
|
$ |
8.66 |
|
|
|
|
|
(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 OP Units held by Aimco at a price per unit that is equal to the price per share Aimco pays for its Common Stock.
Dividend and Distribution Payments
As a REIT, Aimco is required to distribute annually to holders of its Common Stock at least 90.0% of its “real estate investment trust taxable income,” which, as defined by the Code and United States Department of Treasury regulations, is generally equivalent to net taxable ordinary income. Aimco’s Board determines and declares Aimco’s dividends. In making a dividend determination, Aimco’s Board considers a variety of factors, including REIT distribution requirements; current market conditions; liquidity needs; and other uses of cash, such as deleveraging and accretive investment activities.
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ITEM 6. EXHIBITS
The following exhibits are filed with this report:
EXHIBIT NO. |
|
DESCRIPTION |
2.1 |
|
Plan of Sale and Liquidation (Exhibit 2.1 to Aimco's Current Report on Form 8-K, dated November 10, 2025, is incorporated herein by this reference) |
|
|
|
3.1 |
|
Charter – Articles of Amendment and Restatement (Exhibit 3.1 to Aimco’s Current Report on Form 8-K, dated October 2, 2023, is incorporated herein by this reference) |
|
|
|
3.2 |
|
Amended and Restated Bylaws (Exhibit 3.1 to Aimco’s Current Report on Form 8-K, dated April 28, 2023, is incorporated herein by this reference) |
|
|
|
3.3 |
|
Articles Supplementary of Apartment Investment Management Company (Exhibit 3.1 to Aimco’s Current Report on Form 8-K, dated December 15, 2020, is incorporated herein by this reference) |
|
|
|
10.1 |
|
Amended and Restated Agreement of Limited Partnership of Aimco OP L.P., effective as of December 14, 2020 (Exhibit 10.1 to Aimco's Quarterly Report on Form 10-Q for the quarterly period ended March 31, 2025, filed May 8, 2025, is incorporated herein by this reference) |
|
|
|
10.2+ |
|
Third Amendment to Interests Purchase and Sale Agreement, effective November 8, 2025, by and among AHOTB Holding, LLC, Aimco OP L.P., and Brickell Bay Property Owner LLC (filed herewith) |
|
|
|
31.1 |
|
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 |
|
|
|
31.2 |
|
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 |
|
|
|
31.3 |
|
Certification of Chief Executive Officer pursuant to Securities Exchange Act Rules 13a-14(a)/15d-14(a), as Adopted Pursuant to Section 302 of the Sarbanes-Oxley Act of 2002 – Aimco Operating Partnership |
|
|
|
31.4 |
|
Certification of Chief Financial Officer pursuant to Securities Exchange Act Rules 13a-14(a)/15d-14(a), as Adopted Pursuant to Section 302 of the Sarbanes-Oxley Act of 2002 – Aimco Operating Partnership |
|
|
|
32.1 |
|
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 |
|
|
|
32.2 |
|
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 Operating Partnership |
EXHIBIT NO. |
|
DESCRIPTION |
|
|
|
101 |
|
The following materials from Aimco’s and Aimco Operating Partnership’s combined Quarterly Report on Form 10-Q for the quarterly period ended September 30, 2025, formatted in iXBRL (Inline Extensible Business Reporting Language): (i) condensed consolidated balance sheets; (ii) condensed consolidated statements of operations; (iii) condensed consolidated statements of equity and partners’ capital; (iv) condensed consolidated statements of cash flows; and (v) notes to condensed consolidated financial statements. |
|
|
|
104 |
|
Cover Page Interactive Data File (embedded within the Inline XBRL document). |
|
|
|
+ |
|
Exhibits marked with a (+) exclude certain portions of the exhibit pursuant to Item 601(b)(10)(iv) of Regulation S-K. A copy of the omitted portions will be furnished to the SEC upon request. |
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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/ H. Lynn C. Stanfield |
|
|
H. Lynn C. Stanfield |
|
|
Executive Vice President and Chief Financial Officer |
|
|
|
|
|
|
|
By: |
/s/ Kellie E. Dreyer |
|
|
Kellie E. Dreyer |
|
|
Senior Vice President and Chief Accounting Officer |
|
|
|
|
|
|
|
|
|
|
AIMCO OP L.P. |
|
|
|
|
|
By: |
Aimco OP GP, LLC, its General Partner |
|
|
|
|
By: |
/s/ H. Lynn C. Stanfield |
|
|
H. Lynn C. Stanfield |
|
|
Executive Vice President and Chief Financial Officer |
|
|
|
|
|
|
|
By: |
/s/ Kellie E. Dreyer |
|
|
Kellie E. Dreyer |
|
|
Senior Vice President and Chief Accounting Officer |
|
|
|
|
|
|
|
|
|
Date: November 10, 2025
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