þ | QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 |
o | TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 |
Maryland
(State or other jurisdiction of incorporation or organization) |
84-1259577
(I.R.S. Employer Identification No.) |
|
4582 South Ulster Street Parkway, Suite 1100 | ||
Denver, Colorado
(Address of principal executive offices) |
80237
(Zip Code) |
Large accelerated filer þ | Accelerated filer o |
Non-accelerated filer
o
(Do not check if a smaller reporting company) |
Smaller reporting company o |
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PART I. FINANCIAL INFORMATION
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Exhibit 10.1 | ||||||||
Exhibit 31.1 | ||||||||
Exhibit 31.2 | ||||||||
Exhibit 32.1 | ||||||||
Exhibit 32.2 | ||||||||
Exhibit 99.1 |
2
3
4
5
6
7
8
9
10
11
12
13
14
15
16
17
18
19
20
21
22
23
24
25
26
27
28
29
30
31
32
33
34
35
36
(In thousands, except share data)
(Unaudited)
Table of Contents
(In thousands, except per share data)
(Unaudited)
Three Months Ended
Six Months Ended
June 30,
June 30,
2009
2008
2009
2008
$
320,852
$
316,970
$
643,010
$
633,727
1,340
1,415
2,983
3,519
12,606
38,175
22,144
51,027
334,798
356,560
668,137
688,273
142,914
141,213
292,108
294,945
472
1,254
1,905
2,589
4,716
5,807
8,506
10,194
122,198
105,642
240,914
204,659
4,988
5,498
17,849
27,004
37,922
48,370
4,398
10,933
6,463
18,117
297,535
291,853
593,316
578,874
37,263
64,707
74,821
109,399
2,264
1,748
5,655
11,312
(1,534
)
(42
)
(1,685
)
(265
)
(90,896
)
(89,790
)
(179,888
)
(178,391
)
(1,696
)
(843
)
(3,736
)
(1,872
)
3,750
255
14,611
166
(50,849
)
(23,965
)
(90,222
)
(59,651
)
3,080
3,281
5,285
4,977
(47,769
)
(20,684
)
(84,937
)
(54,674
)
40,143
363,639
44,737
373,968
(7,626
)
342,955
(40,200
)
319,294
(11,695
)
(58,648
)
(5,422
)
(61,963
)
(1,746
)
(1,925
)
(2,815
)
(3,707
)
2,623
(26,427
)
5,458
(22,319
)
(10,818
)
(87,000
)
(2,779
)
(87,989
)
(18,444
)
255,955
(42,979
)
231,305
(11,477
)
(13,670
)
(24,643
)
(27,878
)
(3,145
)
(2,497
)
$
(29,921
)
$
239,140
$
(67,622
)
$
200,930
$
(0.41
)
$
(0.36
)
$
(0.74
)
$
(0.70
)
0.15
2.30
0.15
2.30
$
(0.26
)
$
1.94
$
(0.59
)
$
1.60
115,510
123,484
115,304
125,723
$
0.10
$
0.43
$
0.10
$
0.43
Table of Contents
(In thousands)
(Unaudited)
Six Months Ended
June 30,
2009
2008
$
(40,200
)
$
319,294
240,914
204,659
(14,611
)
(166
)
(41,958
)
(308,001
)
23,915
29,575
(108,659
)
4,798
59,401
250,159
(56,534
)
(147,337
)
(307,378
)
265,937
856,932
12,596
(2,567
)
(20,131
)
(4,111
)
(4,864
)
4,376
5,044
20,453
655
149,347
473,724
610,803
455,523
(682,681
)
(600,683
)
21,200
(70,774
)
(32,495
)
(50,000
)
145,000
(352,306
)
(4,200
)
(72,164
)
(107,808
)
(26,293
)
(27,903
)
(80,626
)
(119,180
)
(20,375
)
14,471
(396,310
)
(604,181
)
(187,562
)
119,702
299,676
210,461
$
112,114
$
330,163
Table of Contents
June 30, 2009
(Unaudited)
Table of Contents
Table of Contents
Three Months
Six Months
Ended June 30,
Ended June 30,
2009
2009
$
(54,724
)
$
(112,997
)
18,331
17,832
$
(36,393
)
$
(95,165
)
$
(0.47
)
$
(0.98
)
0.15
0.15
$
(0.32
)
$
(0.83
)
Table of Contents
Temporary equity
Equity
Preferred
noncontrolling
Noncontrolling
Common
interests in
Preferred stock
interests in
noncontrolling
Aimco
subject to
Equity
consolidated real
interests in
Operating
repurchase
attributable to
estate
Aimco Operating
Partnership
agreement
Aimco
partnerships
Partnership
Total equity
$
88,148
$
$
1,414,977
$
363,672
$
$
1,778,649
3,035
3,035
(3,412
)
(37,864
)
(57,458
)
(924
)
(96,246
)
(1,016
)
1,305
(1,353
)
(48
)
(4,200
)
(4,200
)
30,000
(30,000
)
(30,000
)
7,153
7,153
751
1,229
(3,369
)
(751
)
(2,891
)
(307
)
(307
)
1,775
389
2,164
2,815
(42,979
)
5,422
(5,458
)
(43,015
)
$
87,286
$
30,000
$
1,311,396
$
311,384
$
(8,486
)
$
1,614,294
1)
2)
3)
Table of Contents
Table of Contents
Unrealized
Unrealized
Fair value at
gains (losses)
gains (losses)
December 31,
included in
included in
Fair value at
2008
earnings (1)(2)
equity
June 30, 2009
$
(2,557
)
$
(440
)
$
2,164
$
(833
)
(29,495
)
(85
)
(29,580
)
29,495
85
29,580
$
(2,557
)
$
(440
)
$
2,164
$
(833
)
(1)
(2)
(3)
(4)
(5)
Table of Contents
Table of Contents
June 30,
December 31,
2009
2008
$
98,029
$
385,394
2,700
6,490
$
100,729
$
391,884
$
71,709
$
237,903
861
7,429
$
72,570
$
245,332
Three Months Ended
Six Months Ended
June 30,
June 30,
2009
2008
2009
2008
$
13,721
$
103,429
$
31,496
$
211,288
(8,020
)
(52,543
)
(19,314
)
(105,803
)
(3,776
)
(20,853
)
(8,654
)
(50,266
)
(14,760
)
(6,536
)
(11,396
)
(6,536
)
(2,533
)
(2,009
)
(3,945
)
(2,742
)
(15,368
)
21,488
(11,813
)
45,941
7
185
66
782
(1,773
)
(17,765
)
(5,524
)
(37,558
)
(17,134
)
3,908
(17,271
)
9,165
58,615
375,623
63,165
380,387
(1,338
)
(15,892
)
(1,157
)
(15,584
)
$
40,143
$
363,639
$
44,737
$
373,968
$
(21,007
)
$
(53,802
)
$
(25,121
)
$
(58,173
)
(1,476
)
(25,840
)
(1,512
)
(26,337
)
(22,483
)
(79,642
)
(26,633
)
(84,510
)
$
17,660
$
283,997
$
18,104
$
289,458
Table of Contents
Table of Contents
Table of Contents
Table of Contents
Three Months Ended
Six Months Ended
June 30,
June 30,
2009
2008
2009
2008
$
(47,769
)
$
(20,684
)
$
(84,937
)
$
(54,674
)
11,665
(7,358
)
23,854
(3,479
)
(11,477
)
(13,670
)
(24,643
)
(27,878
)
(3,145
)
(2,497
)
$
(47,581
)
$
(44,857
)
$
(85,726
)
$
(88,528
)
$
40,143
$
363,639
$
44,737
$
373,968
(22,483
)
(79,642
)
(26,633
)
(84,510
)
$
17,660
$
283,997
$
18,104
$
289,458
$
(7,626
)
$
342,955
$
(40,200
)
$
319,294
(10,818
)
(87,000
)
(2,779
)
(87,989
)
(11,477
)
(13,670
)
(24,643
)
(27,878
)
(3,145
)
(2,497
)
$
(29,921
)
$
239,140
$
(67,622
)
$
200,930
115,510
123,484
115,304
125,723
115,510
123,484
115,304
125,723
$
(0.41
)
$
(0.36
)
$
(0.74
)
$
(0.70
)
0.15
2.30
0.15
2.30
$
(0.26
)
$
1.94
$
(0.59
)
$
1.60
Table of Contents
Table of Contents
Corporate
Not Allocated
Investment
to Segments
Real Estate
Management
and Certain
Segment
Segment
Eliminations
Total
$
320,852
$
$
$
320,852
1,340
1,340
13,091
(485
)
12,606
322,192
13,091
(485
)
334,798
142,914
142,914
472
472
4,716
4,716
122,198
122,198
4,988
4,988
17,849
17,849
4,398
4,398
143,386
4,716
149,433
297,535
178,806
8,375
(149,918
)
37,263
1,750
(86,782
)
(85,032
)
$
178,806
$
10,125
$
(236,700
)
$
(47,769
)
Investment
Corporate
Real Estate
Management
Not Allocated
Segment
Segment
to Segments
Total
$
316,970
$
$
$
316,970
1,415
1,415
38,175
38,175
318,385
38,175
356,560
141,213
141,213
1,254
1,254
5,807
5,807
105,642
105,642
27,004
27,004
10,933
10,933
142,467
5,807
143,579
291,853
175,918
32,368
(143,579
)
64,707
(3,278
)
(82,113
)
(85,391
)
$
175,918
$
29,090
$
(225,692
)
$
(20,684
)
Table of Contents
Corporate
Not Allocated
Investment
to Segments
Real Estate
Management
and Certain
Segment
Segment
Eliminations
Total
$
643,010
$
$
$
643,010
2,983
2,983
23,029
(885
)
22,144
645,993
23,029
(885
)
668,137
292,108
292,108
1,905
1,905
8,506
8,506
240,914
240,914
5,498
5,498
37,922
37,922
6,463
6,463
294,013
8,506
290,797
593,316
351,980
14,523
(291,682
)
74,821
2,546
(162,304
)
(159,758
)
$
351,980
$
17,069
$
(453,986
)
$
(84,937
)
Investment
Corporate
Real Estate
Management
Not Allocated
Segment
Segment
to Segments
Total
$
633,727
$
$
$
633,727
3,519
3,519
51,027
51,027
637,246
51,027
688,273
294,945
294,945
2,589
2,589
10,194
10,194
204,659
204,659
48,370
48,370
18,117
18,117
297,534
10,194
271,146
578,874
339,712
40,833
(271,146
)
109,399
(2,486
)
(161,587
)
(164,073
)
$
339,712
$
38,347
$
(432,733
)
$
(54,674
)
(1)
(2)
June 30,
December 31,
2009
2008
$
8,562,584
$
9,041,795
278,837
373,071
$
8,841,421
$
9,414,866
(1)
Table of Contents
Table of Contents
Table of Contents
Three Months Ended
Six Months Ended
June 30,
June 30,
2009
2008
2009
2008
$
320,852
$
316,970
$
643,010
$
633,727
1,340
1,415
2,983
3,519
322,192
318,385
645,993
637,246
142,914
141,213
292,108
294,945
472
1,254
1,905
2,589
143,386
142,467
294,013
297,534
$
178,806
$
175,918
$
351,980
$
339,712
Table of Contents
Table of Contents
Three Months Ended,
Six Months Ended
June 30,
June 30,
2009
2008
2009
2008
$
13,091
$
38,175
$
23,029
$
51,027
4,716
5,807
8,506
10,194
$
8,375
$
32,368
$
14,523
$
40,833
(1)
Table of Contents
Table of Contents
Table of Contents
Table of Contents
Table of Contents
Table of Contents
Three Months Ended
Six Months Ended
June 30
,
June 30
,
2009
2008
2009
2008
$
(29,921
)
$
239,140
$
(67,622
)
$
200,930
122,198
105,642
240,914
204,659
(3,960
)
(4,862
)
(8,334
)
(8,661
)
(10,995
)
(2,331
)
(22,760
)
(10,690
)
(3,750
)
(255
)
(14,611
)
(166
)
2,453
1
3,135
(15
)
850
4,741
(39,443
)
(313,910
)
(39,367
)
(315,298
)
3,444
18,459
7,677
44,739
(7,286
)
(6,974
)
4,637
17,149
4,852
17,063
(5,701
)
17,971
(13,018
)
6,857
13,126
13,670
26,292
27,878
(1,649
)
(1,649
)
3,145
2,497
$
50,439
$
87,383
$
115,509
$
167,560
(13,126
)
(13,670
)
(26,292
)
(27,878
)
1,649
1,649
1,759
3,092
(223
)
(865
)
(758
)
(1,670
)
$
38,739
$
74,607
$
90,108
$
141,104
115,510
123,894
115,304
126,046
3,280
2,977
115,510
127,174
115,304
129,023
Table of Contents
(1)
(2)
(3)
(4)
(5)
Table of Contents
Table of Contents
Aimco's
Per
Share of
Effective
Expenditures
Unit
$
14,814
$
150
14,686
149
4,284
43
$
33,784
$
342
$
31,010
$
375
2,774
$
172
33,784
$
342
23,114
$
279
2,514
$
156
25,628
$
259
6,267
60
6,327
42,911
29,781
72,692
138,431
9,325
(419
)
$
147,337
(1)
Table of Contents
Table of Contents
Table of Contents
Table of Contents
37
38
39
Votes For
Votes Withheld
93,039,945
12,355,043
73,651,133
31,743,855
73,567,899
31,827,089
73,698,616
31,696,372
67,165,545
38,229,443
73,695,835
31,699,153
73,688,192
31,706,796
Votes For
Votes Against
Abstentions
103,772,810
1,538,656
83,522
Votes For
Votes Against
Abstentions
Broker Non-Votes
68,502,833
16,994,219
291,302
19,606,634
Table of Contents
Table of Contents
EXHIBIT NO. (1)
3.1
3.2
10.1
31.1
31.2
32.1
32.2
99.1
(1)
Table of Contents
40
41
APARTMENT INVESTMENT AND MANAGEMENT COMPANY
By:
/s/ DAVID ROBERTSON
President, Chief Investment Officer
and Chief Financial Officer
(duly authorized officer and
principal financial officer)
By:
/s/ PAUL BELDIN
Senior Vice President and
Chief Accounting Officer
Table of Contents
EXHIBIT
NO. (1)
EXHIBIT TITLE
3.1
3.2
10.1
31.1
31.2
32.1
32.2
99.1
(1)
1. |
Section 10.4 of the Agreement is hereby amended and restated to read in its entirety as
follows:
|
2
2. |
The definition of Cash Amount in Section 2 of the Partnership Unit Designation of the Class
One Partnership Preferred Units of the Partnership (Exhibit H to the Agreement) is hereby
amended by replacing 91.93 with 91.43.
|
3. |
Except as specifically amended hereby, the terms, covenants, provisions and conditions of the
Agreement shall remain unmodified and continue in full force and effect and, except as amended
hereby, all of the terms, covenants, provisions and conditions of the Agreement are hereby
ratified and confirmed in all respects.
|
3
GENERAL PARTNER:
AIMCO-GP, INC. |
||||
By: | /s/ David Robertson | |||
Name: | David Robertson | |||
Title: |
President, Chief Investment Officer
and Chief Financial Officer |
4
1. |
I have reviewed this quarterly report on Form 10-Q of Apartment Investment and Management Company;
|
|
2. |
Based on my knowledge, this report does not contain any untrue statement of a material fact or omit to
state a material fact necessary to make the statements made, in light of the circumstances under which
such statements were made, not misleading with respect to the period covered by this report;
|
|
3. |
Based on my knowledge, the financial statements, and other financial information included in this
report, fairly present in all material respects the financial condition, results of operations and cash
flows of the registrant as of, and for, the periods presented in this report;
|
|
4. |
The registrants other certifying officer(s) and I are responsible for establishing and maintaining
disclosure controls and procedures (as defined in Exchange Act Rules 13a-15(e) and 15d-15(e)) and
internal control over financial reporting (as defined in Exchange Act Rules 13a-15(f) and 15d-15(f))
for the registrant and have:
|
(a) |
Designed such disclosure controls and
procedures, or caused such disclosure controls
and procedures to be designed under our
supervision, to ensure that material information
relating to the registrant, including its
consolidated subsidiaries, is made known to us
by others within those entities, particularly
during the period in which this report is being
prepared;
|
||
(b) |
Designed such internal control over financial
reporting, or caused such internal control over
financial reporting to be designed under our
supervision, to provide reasonable assurance
regarding the reliability of financial reporting
and the preparation of financial statements for
external purposes in accordance with generally
accepted accounting principles;
|
||
(c) |
Evaluated the effectiveness of the registrants
disclosure controls and procedures and presented
in this report our conclusions about the
effectiveness of the disclosure controls and
procedures, as of the end of the period covered
by this report based on such evaluation; and
|
||
(d) |
Disclosed in this report any change in the
registrants internal control over financial
reporting that occurred during the registrants
most recent fiscal quarter (the registrants
fourth fiscal quarter in the case of an annual
report) that has materially affected, or is
reasonably likely to materially affect, the
registrants internal control over financial
reporting.
|
5. |
The registrants other certifying officer(s) and I have disclosed,
based on our most recent evaluation of internal control over financial
reporting, to the registrants auditors and the audit committee of the
registrants board of directors (or persons performing the equivalent
functions):
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(a) |
All significant deficiencies and material weaknesses
in the design or operation of internal control over
financial reporting which are reasonably likely to
adversely affect the registrants ability to record,
process, summarize and report financial information;
and
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(b) |
Any fraud, whether or not material, that involves
management or other employees who have a significant
role in the registrants internal control over
financial reporting.
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/s/ Terry Considine
Chairman and Chief Executive Officer |
1. |
I have reviewed this quarterly report on Form 10-Q of Apartment Investment and Management Company;
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2. |
Based on my knowledge, this report does not contain any untrue statement of a material fact or omit to
state a material fact necessary to make the statements made, in light of the circumstances under which
such statements were made, not misleading with respect to the period covered by this report;
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3. |
Based on my knowledge, the financial statements, and other financial information included in this
report, fairly present in all material respects the financial condition, results of operations and cash
flows of the registrant as of, and for, the periods presented in this report;
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4. |
The registrants other certifying officer(s) and I are responsible for establishing and maintaining
disclosure controls and procedures (as defined in Exchange Act Rules 13a-15(e) and 15d-15(e)) and
internal control over financial reporting (as defined in Exchange Act Rules 13a-15(f) and 15d-15(f))
for the registrant and have:
|
(a) |
Designed such disclosure controls and
procedures, or caused such disclosure controls
and procedures to be designed under our
supervision, to ensure that material information
relating to the registrant, including its
consolidated subsidiaries, is made known to us
by others within those entities, particularly
during the period in which this report is being
prepared;
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(b) |
Designed such internal control over financial
reporting, or caused such internal control over
financial reporting to be designed under our
supervision, to provide reasonable assurance
regarding the reliability of financial reporting
and the preparation of financial statements for
external purposes in accordance with generally
accepted accounting principles;
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(c) |
Evaluated the effectiveness of the registrants
disclosure controls and procedures and presented
in this report our conclusions about the
effectiveness of the disclosure controls and
procedures, as of the end of the period covered
by this report based on such evaluation; and
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(d) |
Disclosed in this report any change in the
registrants internal control over financial
reporting that occurred during the registrants
most recent fiscal quarter (the registrants
fourth fiscal quarter in the case of an annual
report) that has materially affected, or is
reasonably likely to materially affect, the
registrants internal control over financial
reporting.
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5. |
The registrants other certifying officer(s) and I have disclosed,
based on our most recent evaluation of internal control over financial
reporting, to the registrants auditors and the audit committee of the
registrants board of directors (or persons performing the equivalent
functions):
|
(a) |
All significant deficiencies and material weaknesses
in the design or operation of internal control over
financial reporting which are reasonably likely to
adversely affect the registrants ability to record,
process, summarize and report financial information;
and
|
||
(b) |
Any fraud, whether or not material, that involves
management or other employees who have a significant
role in the registrants internal control over
financial reporting.
|
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/s/ David Robertson
President, Chief Investment Officer and Chief Financial Officer |
(1) |
The Report fully complies with the requirements of section 13(a) or 15(d) of
the Securities Exchange Act of 1934; and
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(2) |
The information contained in the Report fairly presents, in all material
respects, the financial condition and result of operations of the Company.
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/s/ Terry Considine
Chairman and Chief Executive Officer July 31, 2009 |
(1) |
The Report fully complies with the requirements of section 13(a) or 15(d) of
the Securities Exchange Act of 1934; and
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(2) |
The information contained in the Report fairly presents, in all material
respects, the financial condition and result of operations of the Company.
|
/s/ David Robertson
President, Chief Investment Officer and Chief Financial Officer July 31, 2009 |
APARTMENT INVESTMENT AND MANAGEMENT COMPANY | ||||||
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By: |
/s/ David Robertson
President, Chief Investment Officer and Chief Financial Officer |