UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 11-K
(Mark one)
☒ ANNUAL REPORT PURSUANT TO SECTION 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934
For the fiscal year ended December 31, 2019
OR
☐ TRANSITION REPORT PURSUANT TO SECTION 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934
For the transition period from to
Commission file number 1-13232
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A. |
Full title of the plan and the address of the plan, if different from that of the issuer named below: |
Aimco 401(k) Retirement Plan
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B. |
Name of issuer of the securities held pursuant to the plan and the address of its principal executive office: |
Apartment Investment and Management Company
4582 South Ulster Street, Suite 1700
Denver, Colorado 80237
Financial Statements and Schedules
Aimco 401(k) Retirement Plan
December 31, 2019, and 2018, and Year Ended December 31, 2019
Index to Financial Statements
2 |
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Financial Statements: |
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3 |
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4 |
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5 |
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Supplemental Schedule: |
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Schedule H, line 4i - Schedule of Assets (Held at End of Year) |
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10 |
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11 |
1
Report of Independent Registered Public Accounting Firm
To the Plan Participants and the Plan Administrator of Aimco 401(k) Retirement Plan
Opinion on the Financial Statements
We have audited the accompanying statements of net assets available for benefits of Aimco 401(k) Retirement Plan (the Plan) as of December 31, 2019 and 2018, and the related statement of changes in net assets available for benefits for the year ended December 31, 2019, and the related notes (collectively referred to as the “financial statements”). In our opinion, the financial statements present fairly, in all material respects, the net assets available for benefits of the Plan at December 31, 2019 and 2018, and the changes in its net assets available for benefits for the year ended December 31, 2019, in conformity with U.S. generally accepted accounting principles.
Basis for Opinion
These financial statements are the responsibility of the Plan’s management. Our responsibility is to express an opinion on the Plan’s financial statements based on our audits. We are a public accounting firm registered with the Public Company Accounting Oversight Board (United States) (PCAOB) and are required to be independent with respect to the Plan in accordance with the U.S. federal securities laws and the applicable rules and regulations of the Securities and Exchange Commission and the PCAOB.
We conducted our audits in accordance with the standards of the PCAOB. Those standards require that we plan and perform the audit to obtain reasonable assurance about whether the financial statements are free of material misstatement, whether due to error or fraud. The Plan is not required to have, nor were we engaged to perform, an audit of its internal control over financial reporting. As part of our audits we are required to obtain an understanding of internal control over financial reporting but not for the purpose of expressing an opinion on the effectiveness of the Plan’s internal control over financial reporting. Accordingly, we express no such opinion.
Our audits included performing procedures to assess the risks of material misstatement of the financial statements, whether due to error or fraud, and performing procedures that respond to those risks. Such procedures included examining, on a test basis, evidence regarding the amounts and disclosures in the financial statements. Our audits also included evaluating the accounting principles used and significant estimates made by management, as well as evaluating the overall presentation of the financial statements. We believe that our audits provide a reasonable basis for our opinion.
Supplemental Schedule
The accompanying supplemental schedule of assets (held at end of year) as of December 31, 2019, has been subjected to audit procedures performed in conjunction with the audit of the Plan’s financial statements. The information in the supplemental schedule is the responsibility of the Plan’s management. Our audit procedures included determining whether the information reconciles to the financial statements or the underlying accounting and other records, as applicable, and performing procedures to test the completeness and accuracy of the information presented in the supplemental schedule. In forming our opinion on the information, we evaluated whether such information, including its form and content, is presented in conformity with the Department of Labor’s Rules and Regulations for Reporting and Disclosure under the Employee Retirement Income Security Act of 1974. In our opinion, the information is fairly stated, in all material respects, in relation to the financial statements as a whole.
/s/ Ernst & Young LLP
We have served as the Plan’s auditor since 1998.
Denver, Colorado
June 3, 2020
2
Statements of Net Assets Available for Benefits
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December 31, |
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2019 |
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2018 |
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Investments, at fair value (Note 3) |
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$ |
94,463,351 |
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$ |
80,193,484 |
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Notes receivable from participants |
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1,287,730 |
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1,093,221 |
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Contributions receivable |
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193,696 |
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128,027 |
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Net assets available for benefits |
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$ |
95,944,777 |
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$ |
81,414,732 |
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See accompanying notes to financial statements.
3
Statement of Changes in Net Assets Available for Benefits
For the Year Ended December 31, 2019
ADDITIONS |
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Contributions |
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Participants |
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$ |
4,474,739 |
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Employer |
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1,499,608 |
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Rollovers |
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508,352 |
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Total contributions |
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6,482,699 |
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Investment income |
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Interest and dividend income |
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4,419,621 |
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Net appreciation in fair value of investments |
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15,224,374 |
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Total investment income |
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19,643,995 |
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Total additions |
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26,126,694 |
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DEDUCTIONS |
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Payments and expenses |
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Benefit payments |
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11,537,517 |
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Administrative expenses |
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59,132 |
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Total deductions |
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11,596,649 |
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Net increase in net assets available for benefits |
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14,530,045 |
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Net assets available for benefits at the beginning of the year |
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81,414,732 |
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Net assets available for benefits at the end of the year |
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$ |
95,944,777 |
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See accompanying notes to financial statements.
4
December 31, 2019
Note 1 — Description of the Plan
General
The following description of the Aimco 401(k) Retirement Plan (the “Plan”) provides only general information. Participants should refer to the Plan document and Summary Plan Description for a more complete description of the Plan’s provisions.
The Plan is a defined contribution plan covering all employees of Apartment Investment and Management Company (“Aimco”) who have completed 30 days of service and are age 18 or older, except certain employees covered by collective bargaining agreements who are not eligible to participate in the Plan, unless such collective bargaining agreement provides for the inclusion of such employees as participants in the Plan. Fidelity Management Trust Company (“Fidelity”) serves as the Plan’s trustee and provides certain administrative services to the Plan. The Plan is subject to the provisions of the Employee Retirement Income Security Act of 1974, as amended (“ERISA”).
Contributions
Each year, participants may contribute to the Plan, on a pretax basis, up to 50% of their eligible compensation, or $19,000 for 2019, whichever is less. Participants who have attained age 50 before the end of the Plan year are eligible to make additional catch-up contributions up to $6,000 for 2019. Participants may also contribute amounts representing distributions from other qualified defined benefit, defined contribution plans and individual retirement accounts (rollovers).
Aimco has an employer matching program pursuant to which it may make matching contributions at its discretion in the form of a 25% match on participant contributions to the extent of the first 4% of the participant’s eligible compensation. Aimco may also make an additional discretionary lump sum contribution to all eligible employees following the Plan’s year-end if Aimco outperforms on its fiscal year corporate goals, or Key Performance Indicators (“KPIs”). Employer cash contributions totaled $1,499,608 for the Plan year ended December 31, 2019, which consisted of matching contributions and a discretionary lump sum contribution of $982,000 made in 2019 that was based on Aimco’s achievement of its 2018 KPI goals. Of these contributions, $1,464,236 had been received by the Plan at December 31, 2019, and $35,372 were included in contributions receivable as of December 31, 2019. All contributions are subject to certain limitations of the Internal Revenue Code (the “Code”).
In February 2020, Aimco made a discretionary lump sum contribution totaling $1,078,800, or $1,200 per eligible employee, based on Aimco’s achievement of its 2019 KPI goals. All employees eligible for the Plan as of December 31, 2019, received the contribution. This contribution will be reflected in the Plan’s 2020 financial statements.
Participants direct their contributions and any allocated employer matching or other discretionary employer contributions into the various investment options offered by the Plan and may change their investment options on a daily basis. As of December 31, 2019, the Plan provided 23 mutual funds and one common collective fund in which participants were able to choose to invest. Participants may also choose to invest in Aimco’s common shares.
Participant Accounts
Each participant’s account is credited with the participant’s contributions, Aimco matching and discretionary contributions, and allocations of plan earnings, and is charged with an allocation of administrative expenses. Plan earnings are allocated based on the participant’s share of net earnings or losses of their respective elected investment options. Allocations of administrative expenses are a fixed dollar amount per participant or per transaction type. The benefit to which a participant is entitled is their vested account balance at the time of distribution.
Vesting
Participants are immediately vested in their voluntary contributions plus actual earnings and losses thereon. Employer contributions are fully vested for those employees who have attained three years of service or will vest after an employee completes three years of service. Employer contributions also fully vest in the event that a participant reaches normal retirement age, or age 65, during their employment with Aimco, regardless of whether the participant has attained three years of service.
Notes Receivable from Participants
Participants may borrow funds from their own account. Loans are permitted in amounts not to exceed the lesser of $50,000, reduced by the highest outstanding loan balance for the preceding year, or 50% of the value of the vested interest in the
5
participant’s account. Prior to November 1, 2016, three loans could be outstanding at any time; however, only one new loan was permitted during any 12-month period. Effective November 1, 2016, two loans may be outstanding at any time. Participants with three loans outstanding on this date were allowed to repay the third loan on the previously existing payment schedule.
Payment of Benefits
On termination of service or upon death, disability, or retirement, a participant (or the participant’s beneficiary) may elect to receive a distribution equal to the vested value of his or her account, which will be paid out as soon as administratively possible. In-service withdrawals are available in certain limited circumstances, as defined by the Plan.
Forfeited Accounts
Upon termination of employment, participants forfeit their non-vested balances. As of December 31, 2019, and 2018, forfeited accounts totaled $85,483 and $63,007, respectively. These accounts will be used to pay future Plan administrative expenses and reduce future employer contributions. In 2019, employer contributions were funded with $5,226 from forfeited accounts.
Plan Termination
Although Aimco has not expressed any intent to do so, it has the right under the Plan to terminate the Plan subject to the provisions of ERISA. In the event of termination of the Plan, each participant will become fully vested and will receive a total distribution of his or her account.
Note 2 — Summary of Significant Accounting Policies
Basis of Accounting
The accompanying financial statements of the Plan are presented on the accrual basis of accounting. Benefits to participants are recorded when paid.
Investments and Investment Income
The Plan’s investments are measured at fair value. See Note 3 for further discussion and disclosures related to fair value measurements.
Purchases and sales of securities are recorded on a trade-date basis. Interest income is recorded on the accrual basis. Dividends are recorded on the ex-dividend date. Net appreciation or depreciation in fair value of investments includes the Plan’s realized gains and losses on investments that were both bought and sold during the year as well as unrealized appreciation or depreciation of the investments held at year end.
Notes Receivable from Participants
Notes receivable from participants represent participant loans, all of which are secured by vested account balances of borrowing participants and are recorded at their outstanding principal balances plus accrued but unpaid interest. Interest income on notes receivable from participants is recorded when it is earned and is included in interest and dividend income on the statement of changes in net assets available for benefits. Related fees are recorded as administrative expenses and are expensed when they are incurred. No allowance for credit losses has been recorded as of December 31, 2019, or 2018. If a participant ceases to make loan repayments and the plan administrator deems the participant loan to be a distribution, the participant loan balance is reduced, and a taxable deemed distribution is recorded.
Risks and Uncertainties
The Plan invests in various investment securities. Investment securities are exposed to various risks such as interest rate, market, and credit risks. The Plan’s exposure to credit loss in the event of nonperformance of investments is limited to the carrying value of such instruments. Due to the level of risk associated with certain investment securities, it is at least reasonably possible that changes in the values of investment securities will occur in the near term and that such changes could materially affect participants’ account balances and the amounts reported in the statements of net assets available for benefits.
Use of Estimates
The preparation of financial statements in conformity with U.S. generally accepted accounting principles (“GAAP”) requires management to make estimates that affect the amounts reported in the financial statements, accompanying notes, and supplemental schedule. Actual results could differ from those estimates.
6
The Plan utilizes the volume submitter document offered by Fidelity. The Fidelity volume submitter plan has received an advisory letter from the IRS dated March 31, 2014, stating that the form of the plan is qualified under Section 401 of the Code and, therefore, the related trust is tax-exempt. In accordance with Revenue Procedures 2016-6 and 2015-36, the plan administrator has determined that it is eligible to and has chosen to rely on the current IRS volume submitter advisory letter. Once qualified, the Plan is required to operate in conformity with the Code to maintain its qualified status. The plan administrator believes the Plan is being operated in compliance with the applicable requirements of the Code and therefore believes the Plan is qualified and the related trust is tax-exempt.
GAAP requires plan management to evaluate tax positions taken by the Plan and recognize a tax liability if the Plan has taken an uncertain tax position that more likely than not would not be sustained upon examination by the IRS. The plan administrator has concluded that as of December 31, 2019, the Plan had maintained its tax-exempt status and had taken no uncertain positions that required either recognition of a liability or disclosure in the financial statements. The Plan is subject to routine audits by taxing jurisdictions; however, there are currently no audits for any tax periods in progress.
Plan Expenses
The Plan’s administrative expenses are paid by either the Plan or Aimco, as provided by the Plan’s provisions. Administrative expenses paid by the Plan include recordkeeping and trustee fees. The Plan may fund administrative expenses with forfeited balances of terminated participants’ accounts. Any administrative expenses not paid by the Plan will be paid by Aimco and are excluded from these financial statements. During the year ended December 31, 2019, forfeited balances of terminated participants’ accounts totaling $59,132 were used to pay administrative expenses. Expenses relating to purchases, sales, or transfers of the Plan’s investments are charged to the particular investment fund to which the expenses relate and are included in net appreciation in fair value of investments on the statement of changes in net assets available for benefits.
Party-in-Interest Transactions
Certain Plan investments in mutual funds and a common collective trust are managed by Fidelity Management Trust Company, which also serves as the trustee of the Plan and, therefore, Plan transactions involving these mutual funds and the common collective trust qualify as party-in-interest transactions under ERISA and the Code. Additionally, a portion of the Plan’s assets is invested in funds managed by Vanguard, which is a beneficial owner of Aimco common stock and held more than 10% of Aimco’s common stock outstanding during the year ended December 31, 2019. Because of its holdings in Aimco common stock, Plan transactions involving Vanguard-managed funds qualify as party-in-interest transactions. A portion of the Plan’s assets is also invested in Aimco common stock. Because Aimco is the Plan sponsor, Plan transactions involving Aimco common stock qualify as party-in-interest transactions. All of these transactions are exempt from the prohibited transactions rules under ERISA.
Note 3 —Fair Value Measurements and Investments
The Plan’s investments are held in trust by Fidelity Trust Management Company. In accordance with GAAP, the Plan measures investments at fair value. The valuation methodologies used to measure the fair values of common stock and mutual funds use a market approach with quoted market prices from active markets, which are classified within Level 1 of the fair value hierarchy defined by GAAP. Investments measured at fair value on a recurring basis consisted of the following investments:
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December 31, 2019 |
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December 31, 2018 |
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Level 1 |
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Total |
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Level 1 |
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Total |
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Aimco common stock (1) |
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$ |
3,449,737 |
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$ |
3,449,737 |
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$ |
3,383,346 |
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$ |
3,383,346 |
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Interest-bearing cash held by Aimco Stock Fund |
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1,370 |
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1,370 |
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|
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1,315 |
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1,315 |
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Mutual funds |
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87,648,295 |
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87,648,295 |
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73,327,549 |
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73,327,549 |
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Common collective trust fund (2) |
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— |
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3,363,949 |
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— |
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3,481,274 |
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Total investments measured at fair value |
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$ |
91,099,402 |
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$ |
94,463,351 |
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|
$ |
76,712,210 |
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$ |
80,193,484 |
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(1) |
The fair value of the Aimco common stock is based on the closing price per the New York Stock Exchange. As of December 31, 2019, and 2018, this fund held 66,791 shares and 77,105 shares of Aimco common stock, respectively. |
(2) |
The fair value of the common collective trust fund is measured using the net asset value (“NAV”) practical expedient and is not categorized in the fair value hierarchy. The fair value amounts presented in these tables are intended to permit reconciliation of the fair value hierarchy to the amounts presented in the Statements of Net Assets Available for Benefits. |
The Fidelity Managed Income Portfolio (“MIP”) Fund is a common collective trust fund designed to deliver safety and stability by preserving principal and accumulating earnings. This fund is primarily invested in guaranteed investment contracts and synthetic investment contracts. Participant-directed redemptions have no restrictions; however, the Plan is required to provide
7
a one-year redemption notice to liquidate its entire share in the fund. Investments in the Fidelity MIP Fund are recorded at fair value, using the NAV practical expedient. The fair value of the Fidelity MIP Fund has been estimated based on the fund’s NAV provided by Fidelity, which is based on the contract value of the underlying investment contracts held by the fund.
Note 4 — Subsequent Events
In December 2019, COVID-19 was first identified during an investigation into an outbreak in Wuhan, China. The World Health Organization declared COVID-19 to be a pandemic on March 11, 2020. The outbreak of the COVID-19 pandemic has severely impacted global economic activity and caused significant volatility and negative pressure in financial markets. Because of the uncertainty impacting the financial markets during this time, management is unable to estimate the impact of the pandemic on the assets of the Plan.
As a result of the COVID-19 pandemic, on March 27, 2020, the Coronavirus Aid, Relief, and Economic Security (“CARES”) Act was signed into law. The CARES Act, among other things, includes several relief provisions available to tax-qualified retirement plans and their participants. This relief includes the following for qualified participants: a temporary waiver of required minimum distributions, a temporary waiver of early withdrawal penalties for COVID-19-related distributions, and a temporary increase in the maximum amount for retirement plan loans. Plan management has evaluated the relief provisions available to plan participants under the CARES Act and has implemented the following provisions:
• |
Special coronavirus distributions up to $100,000; |
• |
Increase the available loan amount to the lesser of $100,000 or 100% of the participant’s vested account balance; and |
• |
Extend the period for loan repayments, if applicable, through December 31, 2020. |
8
Schedule H, line 4i - Schedule of Assets (Held at End of Year)
December 31, 2019
EIN: 84-1259577
Plan Number: 002
Identity of Issue, Borrower, Lessor or Similar Party |
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Description of Investment, including Maturity Date, Rate of Interest, Collateral, Par, or Maturity Value |
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Current Value |
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Common stock: |
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*Aimco Stock Fund |
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66,791 |
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shares |
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$ |
3,451,107 |
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Mutual Funds: |
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*Fidelity 500 Index Fund |
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137,990 |
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shares |
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15,457,679 |
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*Fidelity Extended Market Index Fund |
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787 |
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shares |
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51,208 |
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*Fidelity Freedom 2010 Fund |
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54,313 |
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shares |
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846,732 |
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*Fidelity Freedom 2020 Fund |
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241,585 |
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shares |
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3,913,675 |
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*Fidelity Freedom 2030 Fund |
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407,717 |
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shares |
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7,257,360 |
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*Fidelity Freedom 2040 Fund |
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686,770 |
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shares |
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7,266,028 |
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*Fidelity Freedom 2050 Fund |
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376,720 |
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shares |
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4,558,317 |
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*Fidelity Freedom 2060 Fund |
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50,752 |
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shares |
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630,848 |
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*Fidelity Freedom Income Fund |
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42,702 |
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shares |
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499,612 |
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*Fidelity Growth Company Fund |
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705,779 |
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shares |
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15,096,607 |
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*Fidelity Low-Priced Stock Fund |
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81,954 |
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shares |
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4,096,857 |
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*Fidelity Real Estate Fund |
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40,805 |
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shares |
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1,833,371 |
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*Fidelity Total International Index Fund |
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68,033 |
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shares |
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844,970 |
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*Fidelity U.S. Bond Index Fund |
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10,657 |
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shares |
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126,922 |
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*Vanguard Explorer Fund |
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64,785 |
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shares |
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6,297,747 |
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*Vanguard Total International Bond Index Fund |
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|
9,551 |
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shares |
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|
216,047 |
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*Vanguard Treasury Money Market |
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3,256,364 |
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shares |
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3,256,364 |
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American Beacon Small Cap Value Fund |
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50,504 |
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|
shares |
|
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1,228,762 |
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American Funds EuroPacific Growth Fund |
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|
73,407 |
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|
shares |
|
|
4,077,761 |
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Dodge and Cox Fund |
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|
24,795 |
|
|
shares |
|
|
4,804,193 |
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H&W High Yield Fund |
|
|
39,470 |
|
|
shares |
|
|
455,088 |
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MetWest Total Return Bond Fund |
|
|
369,148 |
|
|
shares |
|
|
3,798,531 |
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Pacific Investment Management Company Real Return Fund |
|
|
91,959 |
|
|
shares |
|
|
1,033,616 |
|
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|
|
|
|
|
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|
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Common Collective Trust Fund: |
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|
|
|
|
|
|
|
|
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*Fidelity Managed Income Portfolio Fund (Note 3) |
|
|
3,363,949 |
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shares |
|
|
3,363,949 |
|
|
|
|
|
|
|
|
|
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|
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*Participant loans: 5.25% to 10.25% interest rate, with various maturities |
|
|
|
|
|
|
|
|
1,287,730 |
|
|
|
|
|
|
|
|
|
$ |
95,751,081 |
|
*Indicates a party-in-interest to the Plan
Note: Column (d), cost information, is not applicable because all the investments are participant-directed.
9
Pursuant to the requirements of the Securities and Exchange Act of 1934, the Plan Administrator has duly caused this annual report to be signed on its behalf by the undersigned hereunto duly authorized.
Date: June 3, 2020 |
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Aimco 401(k) Retirement Plan |
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By: |
/s/ Jennifer Johnson |
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Jennifer Johnson |
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Senior Vice President, Human Resources |
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By: |
/s/ Paul Beldin |
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Paul Beldin |
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Executive Vice President and Chief Financial Officer |
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10
EXHIBIT NO. |
DESCRIPTION |
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Consent of Independent Registered Public Accounting Firm |
11
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Exhibit 23.1 |
Consent of Independent Registered Public Accounting Firm
We consent to the incorporation by reference in the Registration Statements (Form S-8 No. 333-207828 and 333-57617) pertaining to the Aimco 401(k) Retirement Plan of our report dated June 3, 2020 with respect to the financial statements and schedule of the Aimco 401(k) Retirement Plan included in this Annual Report (Form 11-K) for the year ended December 31, 2019.
/s/ Ernst & Young LLP
Denver, Colorado
June 3, 2020
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