APARTMENT INVESTMENT & MANAGEMENT CO - Quarter Report: 2023 September (Form 10-Q)

10-Q

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

Form 10-Q

(Mark One)


☒	QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934

For the quarterly period ended September 30, 2023


☐	TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934

For the transition period from to

Commission File Number: 1-13232 (Apartment Investment and Management Company)

Commission File Number: 0-56223 (Aimco OP L.P.)

Apartment Investment and Management Company

Aimco OP L.P.

(Exact name of registrant as specified in its charter)


Maryland (Apartment Investment and Management Company)		84-1259577
Delaware (Aimco OP L.P.)		85-2460835
(State or other jurisdiction of		(I.R.S. Employer
incorporation or organization)		Identification No.)

4582 South Ulster Street, Suite 1450
Denver, Colorado		80237
(Address of principal executive offices)		(Zip Code)

(303) 224-7900

(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	Trading Symbol(s)	Name of Each Exchange on Which Registered
Class A Common Stock (Apartment Investment and Management Company)	AIV	New York Stock Exchange

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: Yes ☒ No ☐		Aimco OP L.P.: Yes ☒ No ☐

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: Yes ☒ No ☐		Aimco OP L.P.: Yes ☒ No ☐

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:


Large accelerated filer	☒	Accelerated filer	☐
Non-accelerated filer	☐	Smaller reporting company	☐
		Emerging growth company	☐

Aimco OP L.P.:


Large accelerated filer	☐	Accelerated filer	☐
Non-accelerated filer	☒	Smaller reporting company	☐
		Emerging growth company	☒

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:	☐		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 ☒		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 3, 2023: 145,759,672

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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 directly is the special limited partner of Aimco OP L.P. ("Aimco Operating Partnership"). As of September 30, 2023, Aimco owned 92.4% of the legal interest in the common partnership units of Aimco Operating Partnership and 94.8% of the economic interest in Aimco Operating Partnership. The remaining 7.6% legal interest is owned by limited partners. 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, 2023, 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 present our business as a whole, in the same manner our management views and operates the business;

•

We eliminate duplicative disclosure and provide a more streamlined and readable presentation because a substantial portion of the disclosures apply to both Aimco and Aimco Operating Partnership; and

•

We save time and cost through the preparation of a single combined report rather than two separate reports.

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, borrowings under its revolving credit facility, 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.

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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.

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APARTMENT INVESTMENT AND MANAGEMENT COMPANY

AIMCO OP L.P.

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FORM 10-Q


		Page
	PART I. FINANCIAL INFORMATION
ITEM 1.	FINANCIAL STATEMENTS
	Apartment Investment and Management Company:
	Condensed Consolidated Balance Sheets (Unaudited)	4
	Condensed Consolidated Statements of Operations (Unaudited)	5
	Condensed Consolidated Statements of Equity (Unaudited)	6
	Condensed Consolidated Statements of Cash Flows (Unaudited)	8
	Aimco OP L.P.:
	Condensed Consolidated Balance Sheets (Unaudited)	9
	Condensed Consolidated Statements of Operations (Unaudited)	10
	Condensed Consolidated Statements of Partners’ Capital (Unaudited)	11
	Condensed Consolidated Statements of Cash Flows (Unaudited)	13
	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	27
ITEM 3.	QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RISK	38
ITEM 4.	CONTROLS AND PROCEDURES	39
	PART II. OTHER INFORMATION
ITEM 1A.	RISK FACTORS	40
ITEM 2.	UNREGISTERED SALES OF EQUITY SECURITIES, USE OF PROCEEDS, AND ISSUER PURCHASES OF EQUITY SECURITIES	40
ITEM 6.	EXHIBITS	42
Signatures		43

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PART I. FINANCIAL INFORMATION

ITEM 1. FINANCIAL STATEMENTS

APARTMENT INVESTMENT AND MANAGEMENT COMPANY

CONDENSED CONSOLIDATED BALANCE SHEETS

(In thousands, except share data)

(Unaudited)


	September 30, 2023			December 31, 2022
ASSETS
Buildings and improvements	$	1,546,503		$	1,322,381
Land		638,007			641,102
Total real estate		2,184,510			1,963,483
Accumulated depreciation		(564,686	)		(530,722	)
Net real estate		1,619,824			1,432,761
Cash and cash equivalents		95,680			206,460
Restricted cash		20,205			23,306
Mezzanine investment		158,173			158,558
Interest rate options		9,161			62,387
Unconsolidated real estate partnerships		22,667			15,789
Notes receivable		39,802			39,014
Right-of-use lease assets - finance leases		109,311			110,269
Other assets, net		176,043			132,679
Total assets	$	2,250,866		$	2,181,223

LIABILITIES AND EQUITY
Non-recourse property debt, net	$	869,586		$	929,501
Construction loans, net		250,630			118,698
Total indebtedness		1,120,216			1,048,199
Deferred tax liabilities		112,068			119,615
Lease liabilities - finance leases		117,666			114,625
Mezzanine investment - participation sold		34,402			—
Accrued liabilities and other		111,049			106,600
Total liabilities		1,495,401			1,389,039

Redeemable noncontrolling interests in consolidated real estate partnerships		170,201			166,826

Commitments and contingencies (Note 3)

Equity (510,587,500 shares authorized at both September 30, 2023 and December 31, 2022):
Common Stock, $0.01 par value, 141,994,719 and 146,524,941 shares issued and outstanding at September 30, 2023 and December 31, 2022, respectively		1,420			1,466
Additional paid-in capital		472,261			496,482
Retained earnings		35,207			49,904
Total Aimco equity		508,888			547,852
Noncontrolling interests in consolidated real estate partnerships		48,703			48,294
Common noncontrolling interests in Aimco Operating Partnership		27,673			29,212
Total equity		585,264			625,358
Total liabilities and equity	$	2,250,866		$	2,181,223

See notes to condensed consolidated financial statements.

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APARTMENT INVESTMENT AND MANAGEMENT COMPANY

CONDENSED CONSOLIDATED STATEMENTS OF OPERATIONS

(In thousands, except per share data)

(Unaudited)


	Three Months Ended September 30,						Nine Months Ended September 30,
	2023			2022			2023			2022
REVENUES
Rental and other property revenues	$	47,701		$	47,683		$	137,643		$	148,375

OPERATING EXPENSES
Property operating expenses		18,328			17,455			54,648			56,384
Depreciation and amortization		17,804			85,438			51,106			143,420
General and administrative expenses		8,198			10,809			24,487			29,243
Total operating expenses		44,330			113,702			130,241			229,047

Interest income		2,486			915			7,022			2,036
Interest expense		(8,252	)		(9,719	)		(27,633	)		(65,865	)
Mezzanine investment income (loss), net		(757	)		8,423			(1,013	)		24,990
Realized and unrealized gains (losses) on interest rate options		955			9,209			3,280			48,005
Realized and unrealized gains (losses) on equity investments		(1,066	)		(2,145	)		165			20,152
Gain on dispositions of real estate		—			75,539			1,878			170,004
Lease modification income		—			1,577			—			206,963
Income from unconsolidated real estate partnerships		320			159			614			459
Other income (expense), net		(1,593	)		(1,329	)		(6,490	)		(4,238	)
Income (loss) before income tax		(4,536	)		16,610			(14,775	)		321,834
Income tax benefit (expense)		6,210			17,563			10,823			(24,338	)
Net income (loss)		1,674			34,173			(3,952	)		297,496
Net (income) loss attributable to redeemable noncontrolling interests in consolidated real estate partnerships		(3,610	)		(2,907	)		(10,460	)		(5,446	)
Net (income) loss attributable to noncontrolling interests in consolidated real estate partnerships		(447	)		(240	)		(1,060	)		(585	)
Net (income) loss attributable to common noncontrolling interests in Aimco Operating Partnership		123			(1,554	)		775			(14,648	)
Net income (loss) attributable to Aimco	$	(2,260	)	$	29,472		$	(14,697	)	$	276,817

Net income (loss) attributable to Aimco per common share – basic (Note 4)	$	(0.02	)	$	0.19		$	(0.10	)	$	1.82
Net income (loss) attributable to Aimco per common share – diluted (Note 4)	$	(0.02	)	$	0.19		$	(0.10	)	$	1.81

Weighted-average common shares outstanding – basic		143,299			149,611			144,431			149,706
Weighted-average common shares outstanding – diluted		143,299			151,197			144,431			151,076

See notes to condensed consolidated financial statements.

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APARTMENT INVESTMENT AND MANAGEMENT COMPANY

CONDENSED CONSOLIDATED STATEMENTS OF EQUITY

For the Three Months Ended September 30, 2023 and 2022

(In thousands, except per share data)

(Unaudited)


	Common Stock															Noncontrolling Interests in			Common Noncontrolling Interests in
	Shares Issued			Amount			Additional Paid- in Capital			Retained Earnings (Accumulated Deficit)			Total Aimco Equity			Consolidated Real Estate Partnerships			Aimco Operating Partnership			Total Equity
Balances at June 30, 2022		149,097		$	1,492		$	515,065		$	224,567		$	741,124		$	44,665		$	39,233		$	825,022
Net income (loss)		—			—			—			29,472			29,472			240			1,554			31,266
Redemption of OP Units		26			—			398						398			—			(474	)		(76	)
Share-based compensation expense		—			—			1,454			—			1,454			—			258			1,712
Contributions from noncontrolling interests in consolidated real estate partnerships		—			—			—			—			—			898			—			898
Distributions to noncontrolling interests in consolidated real estate partnerships		—			—			—			—			—			(287	)		(160	)		(447	)
Purchase of noncontrolling interests in consolidated real estate partnerships		—			—			155			—			155			—			—			155
Common stock repurchased		(73	)		(1	)		(525	)		—			(526	)		—			—			(526	)
Cash dividends		—			—			—			(3,043	)		(3,043	)		—			—			(3,043	)
Other, net		74			1			(2,206	)		—			(2,205	)		1			—			(2,204	)
Balances at September 30, 2022		149,124		$	1,492		$	514,341		$	250,996		$	766,829		$	45,517		$	40,411		$	852,757

Balances at June 30, 2023		143,734			1,438		$	483,258		$	37,486		$	522,182		$	48,472		$	28,105		$	598,759
Net income (loss)		—			—			—			(2,260	)		(2,260	)		447			(123	)		(1,936	)
Redemption of OP Units		—			—			244			—			244			—			(332	)		(88	)
Share-based compensation expense		—			—			1,890			—			1,890			—			23			1,913
Contributions from noncontrolling interests in consolidated real estate partnerships		—			—			—			—			—			71			—			71
Distributions to noncontrolling interests in consolidated real estate partnerships		—			—			—			—			—			(287	)		—			(287	)
Common stock repurchased		(1,744	)		(17	)		(13,132	)		—			(13,149	)		—			—			(13,149	)
Other common stock issuances		5			—			—			—			—			—			—			—
Other, net		—			(1	)		1			(19	)		(19	)		—			—			(19	)
Balances at September 30, 2023		141,995			1,420			472,261		$	35,207		$	508,888		$	48,703		$	27,673		$	585,264

See notes to condensed consolidated financial statements.

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APARTMENT INVESTMENT AND MANAGEMENT COMPANY

CONDENSED CONSOLIDATED STATEMENTS OF EQUITY

For the Nine Months Ended September 30, 2023 and 2022

(In thousands, except per share data)

(Unaudited)


	Common Stock															Noncontrolling Interests in			Common Noncontrolling Interests in
	Shares Issued			Amount			Additional Paid- in Capital			Retained Earnings (Accumulated Deficit)			Total Aimco Equity			Consolidated Real Estate Partnerships			Aimco Operating Partnership			Total Equity
Balances at December 31, 2021		149,818		$	1,498		$	521,842		$	(22,775	)	$	500,565		$	35,213		$	26,455		$	562,233
Net income (loss)		—			—			—			276,817			276,817			585			14,648			292,050
Redemption of OP Units		65			1			1,932			—			1,933			—			(2,152	)		(219	)
Share-based compensation expense		—			—			4,234			—			4,234			—			1,515			5,749
Contributions from noncontrolling interests in consolidated real estate partnerships		—			—			—			—			—			10,616			—			10,616
Distributions to noncontrolling interests in consolidated real estate partnerships		—			—			—			—			—			(892	)		(160	)		(1,052	)
Purchase of noncontrolling interests in consolidated real estate partnerships		—			—			(7,088	)		—			(7,088	)		—			—			(7,088	)
Common stock repurchased		(816	)		(8	)		(4,937	)		—			(4,945	)		—			—			(4,945	)
Other common stock issuances		106			1			851			—			852			—			109			961
Redemption of redeemable noncontrolling interests in consolidated real estate partnerships		—			—			(183	)		—			(183	)		—			—			(183	)
Cash dividends		—			—			—			(3,043	)		(3,043	)		—			—			(3,043	)
Other, net		(49	)		—			(2,310	)		(3	)		(2,313	)		(5	)		(4	)		(2,322	)
Balances at September 30, 2022		149,124		$	1,492		$	514,341		$	250,996		$	766,829		$	45,517		$	40,411		$	852,757

Balances at December 31, 2022		146,525		$	1,466		$	496,482		$	49,904		$	547,852		$	48,294		$	29,212		$	625,358
Net income (loss)		—			—			—			(14,697	)		(14,697	)		1,060			(775	)		(14,412	)
Redemption of OP Units		—			—			4,500			—			4,500			—			(5,209	)		(709	)
Share-based compensation expense		—			—			5,439			—			5,439			—			3,173			8,612
Contributions from noncontrolling interests in consolidated real estate partnerships		—			—			—			—			—			234			—			234
Distributions to noncontrolling interests in consolidated real estate partnerships		—			—			—			—			—			(885	)		—			(885	)
Common stock repurchased		(4,747	)		(47	)		(35,694	)		—			(35,741	)		—			—			(35,741	)
Other common stock issuances		252			2			1,538			—			1,540			—			1,272			2,812
Other, net		(35	)		(1	)		(4	)		—			(5	)		—			—			(5	)
Balances at September 30, 2023		141,995		$	1,420		$	472,261		$	35,207		$	508,888		$	48,703		$	27,673		$	585,264

See notes to condensed consolidated financial statements.

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APARTMENT INVESTMENT AND MANAGEMENT COMPANY

CONDENSED CONSOLIDATED STATEMENTS OF CASH FLOWS

(In thousands)

(Unaudited)


	Nine Months Ended September 30,
	2023			2022
CASH FLOWS FROM OPERATING ACTIVITIES:
Net income (loss)	$	(3,952	)	$	297,496
Adjustments to reconcile net income (loss) to net cash provided by operating activities:
Depreciation and amortization		51,106			143,420
Mezzanine investment (income) loss, net		1,013			(24,990	)
Realized and unrealized (gains) losses on interest rate options		(3,280	)		(48,005	)
Realized and unrealized (gains) losses on equity investments		(165	)		(20,152	)
Income tax expense (benefit)		(10,823	)		24,338
Share-based compensation		7,632			6,462
Loss on extinguishment of debt, net		929			28,901
Lease modification income		—			(206,963	)
Gain on dispositions of real estate		(1,878	)		(170,004	)
Income from unconsolidated real estate partnerships		(614	)		(459	)
Amortization of debt issuance costs and other		1,798			2,149
Changes in operating assets and operating liabilities:
Other assets, net		2,057			5,904
Net cash received from lease incentive		—			195,789
Accrued liabilities and other		(1,272	)		(5,634	)
Total adjustments		46,503			(69,244	)
Net cash provided by operating activities		42,551			228,252
CASH FLOWS FROM INVESTING ACTIVITIES:
Purchases of real estate		(4,108	)		(130,122	)
Capital expenditures (1)		(212,195	)		(184,048	)
Proceeds from disposition of real estate		—			243,134
Investment in IQHQ		—			(14,227	)
Redemption of IQHQ investment		—			16,473
Distributions received from unconsolidated real estate partnerships		4,209			—
Investment in unconsolidated real estate partnerships		(3,381	)		(12,878	)
Purchase of treasury bill		(53,773	)
Other investing activities		5,124			(1,293	)
Net cash used in investing activities		(264,124	)		(82,961	)
CASH FLOWS FROM FINANCING ACTIVITIES:
Proceeds from non-recourse property debt		—			674,720
Proceeds from construction loans		127,423			54,286
Proceeds from sale of participation in Mezzanine Investment		37,500			—
Payments of deferred loan costs		(229	)		(8,244	)
Principal repayments on non-recourse property debt		(62,309	)		(284,562	)
Principal repayments on construction loans		—			(138,404	)
Principal repayments on Notes Payable to AIR		—			(534,127	)
Purchase of interest rate options		(712	)		(3,223	)
Proceeds from interest rate options		57,182			15,465
Payments on finance leases		(2,221	)		(25,797	)
Payments of prepayment premiums		—			(25,740	)
Common stock repurchased		(36,769	)		(4,419	)
Dividends paid on common stock		—			(3,043	)
Redemption of redeemable noncontrolling interests		—			(5,094	)
Distributions to redeemable noncontrolling interests		(7,210	)		(917	)
Contributions from noncontrolling interests		234			10,616
Distributions to noncontrolling interests		(885	)		(1,052	)
Contributions from redeemable noncontrolling interests		125			122,413
Redemption of OP units		(709	)		(209	)
Redemption of noncontrolling interest in real estate partnership		—			(7,088	)
Other financing activities		(3,728	)		(13	)
Net cash provided by (used in) financing activities		107,692			(164,432	)
NET DECREASE IN CASH, CASH EQUIVALENTS, AND RESTRICTED CASH		(113,881	)		(19,141	)
CASH, CASH EQUIVALENTS, AND RESTRICTED CASH AT BEGINNING OF PERIOD		229,766			244,582
CASH, CASH EQUIVALENTS AND RESTRICTED CASH AT END OF PERIOD	$	115,885		$	225,441

(1) Accrued capital expenditures were $54.3 million and $31.4 million as of September 30, 2023 and 2022, respectively.

See notes to condensed consolidated financial statements.

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AIMCO OP L.P.

CONDENSED CONSOLIDATED BALANCE SHEETS

(In thousands)

(Unaudited)


	September 30, 2023			December 31, 2022
ASSETS
Buildings and improvements	$	1,546,503		$	1,322,381
Land		638,007			641,102
Total real estate		2,184,510			1,963,483
Accumulated depreciation		(564,686	)		(530,722	)
Net real estate		1,619,824			1,432,761
Cash and cash equivalents		95,680			206,460
Restricted cash		20,205			23,306
Mezzanine investment		158,173			158,558
Interest rate options		9,161			62,387
Unconsolidated real estate partnerships		22,667			15,789
Notes receivable		39,802			39,014
Right-of-use lease assets - finance leases		109,311			110,269
Other assets, net		176,043			132,679
Total assets	$	2,250,866		$	2,181,223

LIABILITIES AND EQUITY
Non-recourse property debt, net	$	869,586		$	929,501
Construction loans, net		250,630			118,698
Total indebtedness		1,120,216			1,048,199
Deferred tax liabilities		112,068			119,615
Lease liabilities - finance leases		117,666			114,625
Mezzanine investment - participation sold		34,402			—
Accrued liabilities and other		111,049			106,600
Total liabilities		1,495,401			1,389,039

Redeemable noncontrolling interests in consolidated real estate partnerships		170,201			166,826

Commitments and contingencies (Note 3)

Partners’ capital:
General Partner and Special Limited Partner		508,888			547,852
Limited Partners		27,673			29,212
Partners’ capital attributable to Aimco Operating Partnership		536,561			577,064
Noncontrolling interests in consolidated real estate partnerships		48,703			48,294
Total partners’ capital		585,264			625,358
Total liabilities and partners’ capital	$	2,250,866		$	2,181,223

See notes to condensed consolidated financial statements.

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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,
	2023			2022			2023			2022
REVENUES
Rental and other property revenues	$	47,701		$	47,683		$	137,643		$	148,375

OPERATING EXPENSES
Property operating expenses		18,328			17,455			54,648			56,384
Depreciation and amortization		17,804			85,438			51,106			143,420
General and administrative expenses		8,198			10,809			24,487			29,243
Total operating expenses		44,330			113,702			130,241			229,047

Interest income		2,486			915			7,022			2,036
Interest expense		(8,252	)		(9,719	)		(27,633	)		(65,865	)
Mezzanine investment income (loss), net		(757	)		8,423			(1,013	)		24,990
Realized and unrealized gains (losses) on interest rate options		955			9,209			3,280			48,005
Realized and unrealized gains (losses) on equity investments		(1,066	)		(2,145	)		165			20,152
Gain on dispositions of real estate		—			75,539			1,878			170,004
Lease modification income		—			1,577			—			206,963
Income from unconsolidated real estate partnerships		320			159			614			459
Other income (expense), net		(1,593	)		(1,329	)		(6,490	)		(4,238	)
Income (loss) before income tax		(4,536	)		16,610			(14,775	)		321,834
Income tax benefit (expense)		6,210			17,563			10,823			(24,338	)
Net income (loss)		1,674			34,173			(3,952	)		297,496
Net (income) loss attributable to redeemable noncontrolling interests in consolidated real estate partnerships		(3,610	)		(2,907	)		(10,460	)		(5,446	)
Net (income) loss attributable to noncontrolling interests in consolidated real estate partnerships		(447	)		(240	)		(1,060	)		(585	)
Net income (loss) attributable to Aimco Operating Partnership	$	(2,383	)	$	31,026		$	(15,472	)	$	291,465

Net income (loss) attributable to Aimco Operating Partnership per common unit – basic (Note 4)	$	(0.02	)	$	0.19		$	(0.10	)	$	1.82
Net income (loss) attributable to Aimco Operating Partnership per common unit – diluted (Note 4)	$	(0.02	)	$	0.19		$	(0.10	)	$	1.81

Weighted-average common units outstanding – basic		151,027			157,530			152,199			157,627
Weighted-average common units outstanding – diluted		151,027			159,136			152,199			159,017

See notes to condensed consolidated financial statements.

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AIMCO OP L.P.

CONDENSED CONSOLIDATED STATEMENTS OF PARTNERS’ CAPITAL

For the Three Months Ended September 30, 2023 and 2022

(In thousands)

(Unaudited)


	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
Balances at June 30, 2022	$	741,124		$	39,233		$	780,357		$	44,665		$	825,022
Net income (loss)		29,472			1,554			31,026			240			31,266
Redemption of OP Units		398			(474	)		(76	)		—			(76	)
Share-based compensation expense		1,454			258			1,712			—			1,712
Contributions from noncontrolling interests in consolidated real estate partnerships		—			—			—			898			898
Distributions to noncontrolling interests in consolidated real estate partnerships		—			(160	)		(160	)		(287	)		(447	)
Purchase of noncontrolling interests in consolidated real estate partnerships		155			—			155			—			155
Repurchases of OP Units held by Aimco		(526	)		—			(526	)		—			(526	)
Cash dividends		(3,043	)		—			(3,043	)		—			(3,043	)
Other, net		(2,205	)		—			(2,205	)		1			(2,204	)
Balances at September 30, 2022	$	766,829		$	40,411		$	807,240		$	45,517		$	852,757

Balances at June 30, 2023	$	522,182		$	28,105		$	550,287		$	48,472		$	598,759
Net income (loss)		(2,260	)		(123	)		(2,383	)		447			(1,936	)
Redemption of OP Units		244			(332	)		(88	)		—			(88	)
Share-based compensation expense		1,890			23			1,913			—			1,913
Contributions from noncontrolling interests in consolidated real estate partnerships		—			—			—			71			71
Distributions to noncontrolling interests in consolidated real estate partnerships		—			—			—			(287	)		(287	)
Repurchases of OP Units held by Aimco		(13,149	)		—			(13,149	)		—			(13,149	)
Other, net		(19	)		—			(19	)		—			(19	)
Balances at September 30, 2023	$	508,888		$	27,673		$	536,561		$	48,703		$	585,264

See notes to condensed consolidated financial statements.

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AIMCO OP L.P.

CONDENSED CONSOLIDATED STATEMENTS OF PARTNERS’ CAPITAL

For the Nine Months Ended September 30, 2023 and 2022

(In thousands)

(Unaudited)


	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
Balances at December 31, 2021	$	500,565		$	26,455		$	527,020		$	35,213		$	562,233
Net income (loss)		276,817			14,648			291,465			585			292,050
Redemption of OP Units		1,933			(2,152	)		(219	)		—			(219	)
Share-based compensation expense		4,234			1,515			5,749			—			5,749
Contributions from noncontrolling interests in consolidated real estate partnerships		—			—			—			10,616			10,616
Distributions to noncontrolling interests in consolidated real estate partnerships		—			(160	)		(160	)		(892	)		(1,052	)
Purchase of noncontrolling interests in consolidated real estate partnerships		(7,088	)		—			(7,088	)		—			(7,088	)
Repurchases of OP Units held by Aimco		(4,945	)		—			(4,945	)		—			(4,945	)
Other OP Unit issuances		852			109			961			—			961
Redemption of redeemable noncontrolling interests in consolidated real estate partnerships		(183	)		—			(183	)		—			(183	)
Cash dividends		(3,043	)		—			(3,043	)		—			(3,043	)
Other, net		(2,313	)		(4	)		(2,317	)		(5	)		(2,322	)
Balances at September 30, 2022	$	766,829		$	40,411		$	807,240		$	45,517		$	852,757

Balances at December 31, 2022	$	547,852		$	29,212		$	577,064		$	48,294		$	625,358
Net income (loss)		(14,697	)		(775	)		(15,472	)		1,060			(14,412	)
Redemption of OP Units		4,500			(5,209	)		(709	)		—			(709	)
Share-based compensation expense		5,439			3,173			8,612			—			8,612
Contributions from noncontrolling interests in consolidated real estate partnerships		—			—			—			234			234
Distributions to noncontrolling interests in consolidated real estate partnerships		—			—			—			(885	)		(885	)
Repurchases of OP Units held by Aimco		(35,741	)		—			(35,741	)		—			(35,741	)
Other OP Unit issuances		1,540			1,272			2,812			—			2,812
Other, net		(5	)		—			(5	)		—			(5	)
Balances at September 30, 2023	$	508,888		$	27,673		$	536,561		$	48,703		$	585,264

See notes to condensed consolidated financial statements.

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AIMCO OP L.P.

CONDENSED CONSOLIDATED STATEMENTS OF CASH FLOWS

(In thousands)

(Unaudited)


	Nine Months Ended September 30,
	2023			2022
CASH FLOWS FROM OPERATING ACTIVITIES:
Net income (loss)	$	(3,952	)	$	297,496
Adjustments to reconcile net income (loss) to net cash provided by operating activities:
Depreciation and amortization		51,106			143,420
Mezzanine investment (income) loss, net		1,013			(24,990	)
Realized and unrealized (gains) losses on interest rate options		(3,280	)		(48,005	)
Realized and unrealized (gains) losses on equity investments		(165	)		(20,152	)
Income tax expense (benefit)		(10,823	)		24,338
Share-based compensation		7,632			6,462
Loss on extinguishment of debt, net		929			28,901
Lease modification income		—			(206,963	)
Gain on dispositions of real estate		(1,878	)		(170,004	)
Income from unconsolidated real estate partnerships		(614	)		(459	)
Amortization of debt issuance costs and other		1,798			2,149
Changes in operating assets and operating liabilities:
Other assets, net		2,057			5,904
Net cash received from lease incentive		—			195,789
Accrued liabilities and other		(1,272	)		(5,634	)
Total adjustments		46,503			(69,244	)
Net cash provided by operating activities		42,551			228,252
CASH FLOWS FROM INVESTING ACTIVITIES:
Purchases of real estate		(4,108	)		(130,122	)
Capital expenditures (1)		(212,195	)		(184,048	)
Proceeds from disposition of real estate		—			243,134
Investment in IQHQ		—			(14,227	)
Redemption of IQHQ investment		—			16,473
Distributions received from unconsolidated real estate partnerships		4,209			—
Investment in unconsolidated real estate partnerships		(3,381	)		(12,878	)
Purchase of treasury bill		(53,773	)		—
Other investing activities		5,124			(1,293	)
Net cash used in investing activities		(264,124	)		(82,961	)
CASH FLOWS FROM FINANCING ACTIVITIES:
Proceeds from non-recourse property debt		—			674,720
Proceeds from construction loans		127,423			54,286
Proceeds from sale of participation in Mezzanine Investment		37,500			—
Payments of deferred loan costs		(229	)		(8,244	)
Principal repayments on non-recourse property debt		(62,309	)		(284,562	)
Principal repayments on construction loans		—			(138,404	)
Principal repayments on Notes Payable to AIR		—			(534,127	)
Purchase of interest rate options		(712	)		(3,223	)
Proceeds from interest rate options		57,182			15,465
Payments on finance leases		(2,221	)		(25,797	)
Payments of prepayment premiums		—			(25,740	)
Common stock repurchased		(36,769	)		(4,419	)
Dividends paid on common stock		—			(3,043	)
Redemption of redeemable noncontrolling interests		—			(5,094	)
Distributions to redeemable noncontrolling interests		(7,210	)		(917	)
Contributions from noncontrolling interests		234			10,616
Distributions to noncontrolling interests		(885	)		(1,052	)
Contributions from redeemable noncontrolling interests		125			122,413
Redemption of OP units		(709	)		(209	)
Redemption of noncontrolling interest in real estate partnership		—			(7,088	)
Other financing activities		(3,728	)		(13	)
Net cash provided by (used in) financing activities		107,692			(164,432	)
NET DECREASE IN CASH, CASH EQUIVALENTS, AND RESTRICTED CASH		(113,881	)		(19,141	)
CASH, CASH EQUIVALENTS, AND RESTRICTED CASH AT BEGINNING OF PERIOD		229,766			244,582
CASH, CASH EQUIVALENTS AND RESTRICTED CASH AT END OF PERIOD	$	115,885		$	225,441

(1) Accrued capital expenditures were $54.3 million and $31.4 million as of September 30, 2023 and 2022, respectively.

See notes to condensed consolidated financial statements.

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APARTMENT INVESTMENT AND MANAGEMENT COMPANY

AIMCO OP L.P.

NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS

September 30, 2023

(Unaudited)

Note 1 — Organization

Apartment Investment and Management Company (“Aimco”), a Maryland corporation incorporated on January 10, 1994, 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 and special limited partner of Aimco OP L.P. (“Aimco Operating Partnership”).

Except as the context otherwise requires, “we,” “our,” and “us” refer to Aimco, Aimco Operating Partnership, and their consolidated subsidiaries, collectively.

As of September 30, 2023, Aimco owned 92.4% of the legal interest in the common partnership units of Aimco Operating Partnership and 94.8% of the economic interest in Aimco Operating Partnership. The remaining 7.6% 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.

We own or lease a portfolio of real estate investments focused primarily on the U.S. multifamily sector. These real estate investments include: a portfolio of 26 operating apartment communities (22 consolidated properties with 5,640 apartment homes and four unconsolidated operating properties), diversified by both geography and price point; one commercial office building that is part of a land assemblage; one hotel, with 106 rooms; three residential apartment communities, with 1,185 apartment homes, of which 276 have been completed and an additional 909 are planned, and a single family rental community with 16 planned homes plus eight accessory dwelling units, which we are actively developing or redeveloping; land parcels held for development. Our real estate portfolio also includes two unconsolidated investments in land held for development. In addition, we hold other alternative investments, including our Mezzanine Investment (see Note 2 for further information); our investment in IQHQ, Inc. ("IQHQ"); and our investment in real estate technology funds.

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, 2023, are not necessarily indicative of the results that may be expected for the year ending December 31, 2023.

The Condensed Consolidated Balance Sheets of Aimco and Aimco Operating Partnership as of December 31, 2022 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, 2022. Except where indicated, the footnotes refer to both Aimco and Aimco Operating Partnership.

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Principles of Consolidation

The accompanying condensed consolidated financial statements include the accounts of Aimco, Aimco Operating Partnership, and their consolidated subsidiaries. Aimco Operating Partnership’s condensed consolidated financial statements include the accounts of Aimco Operating Partnership and its consolidated subsidiaries. All significant intercompany balances and transactions have been eliminated in consolidation.

We consolidate a variable interest entity (“VIE”) 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.

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.

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.

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 Aimco) outstanding during the period. For the periods ended September 30, 2023 and 2022, the holders of OP Units had a weighted-average economic ownership interest in Aimco Operating Partnership of approximately 5.1%, and 5.0%, respectively. Substantially all of the assets and liabilities of Aimco are held by Aimco Operating Partnership.

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 has a finite life. 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, 2023, consists of the following: (i) a $102.0 million preferred equity interest in an entity that owns a portfolio of operating apartment communities and (ii) equity interests in two separate consolidated joint ventures that are actively developing residential apartment communities. Capital contributions, distributions, and net income attributable to redeemable noncontrolling interests in consolidated real estate partnerships are determined in accordance with the relevant partnership agreements. These interests are presented as Redeemable noncontrolling interests in consolidated real estate partnerships in our Condensed Consolidated Balance Sheets as of September 30, 2023.

The following table shows changes in our redeemable noncontrolling interests in consolidated real estate partnerships from December 31, 2022 to September 30, 2023 (in thousands):


Balance at December 31, 2022	$	166,826
Capital contributions		125
Distributions		(7,210	)
Net income		10,460
Balance at September 30, 2023	$	170,201

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Mezzanine Investment

In November 2019, Aimco Predecessor made a five-year, $275.0 million mezzanine loan to the partnership owning the “Parkmerced Apartments” located in southwest San Francisco (the “Mezzanine Investment”). The loan bears interest at a 10% annual rate, accruing if not paid from property operations. Legal ownership of the subsidiaries that originated and hold the Mezzanine Investment was retained by AIR following the Separation.

The Separation Agreement with AIR provides for AIR to transfer ownership of the subsidiaries that originated and hold the Mezzanine Investment, and a related equity option to acquire a 30% interest in the partnership owning Parkmerced Apartments. At the time of Separation and as of the date of this filing, legal title of these subsidiaries had not yet transferred to us. Until legal title of the subsidiaries is transferred, AIR is obligated to pass payments received on the Mezzanine Investment to us, and we are obligated to indemnify AIR against any costs and expenses related thereto. We have the risks and rewards of ownership of the Mezzanine Investment and have recognized an asset related to our right to receive the Mezzanine Investment from AIR.

On a periodic basis, we evaluate our Mezzanine Investment for impairment. We assess whether there are any indicators that imply the value of our investment may be impaired. These include assessments of both the underlying property performance and general market conditions in place. An investment is considered impaired if we determine that its fair value is less than the net carrying value of the investment on an other-than-temporary basis. Cash flow projections for the investment consider property level factors such as expected future operating income, trends and prospects, as well as the effects of demand, competition and other factors. We consider various qualitative factors to determine if a decrease in the value of our investment is other-than-temporary. These factors include the loan’s maturity date, our intent and ability to retain our investment in the entity, and the financial condition and long-term prospects of the entity.

Prior to recording a non-cash impairment charge during the three months ended December 31, 2022, we recognized as income the net amounts earned on the Mezzanine Investment by AIR on its equity investment that were due to be paid to us when collected to the extent the income was supported by the change in the counterparty’s claim to the net assets of the underlying borrower. The income recognized primarily represented the interest accrued under the terms of the underlying Mezzanine Investment.

In June 2023, we closed on the sale of a 20% non-controlling participation in the Mezzanine Investment for $33.5 million. Pursuant to the terms of the agreement, the purchaser has the option to acquire the remaining 80% for an additional $134 million plus interest accruing at no less than 19% annually through May 2024 when the option expires. The purchaser pre-paid $4 million of interest at the time of closing. So long as the purchaser's option remains unexercised, Aimco receives a first priority return from any payments made to service or pay down the Mezzanine Investment equal to $134 million plus no less than a 19% annualized return as well as 80% of any residual payments after the purchaser receives a 10% annualized return on its subordinate investment. Additionally, Aimco is responsible for the servicing and administration of the Mezzanine Investment.

Because Aimco receives first priority and a higher annualized return than the purchaser, the sale and transfer of the financial interest does not qualify for sale accounting in accordance with GAAP. Therefore, the portion of the Mezzanine Investment that was sold, which has a carrying amount of $31.5 million, remains in Mezzanine investment in our Condensed Consolidated Balance Sheets. We have also recorded the cash received from the purchaser as a liability, which is included in Mezzanine investment - participation sold in our Condensed Consolidated Balance Sheets. Transaction costs have been deferred and presented as a direct reduction from the related liability in Mezzanine investment - participation sold in our Condensed Consolidated Balance Sheets. The cash flows associated with the Mezzanine investment - participation sold have been included in Cash Flows from Financing Activities in the Condensed Consolidated Statements of Cash Flows.

Income Tax Benefit (Expense)

Certain aspects of our operations, including our development and redevelopment activities, are conducted through taxable REIT subsidiaries, or TRS entities. Additionally, our TRS entities hold investments in one of our apartment communities and 1001 Brickell Bay Drive.

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.

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Consolidated GAAP income or loss subject to tax consists of pretax income or loss of our taxable entities and gains retained by the REIT. For the three and nine months ended September 30, 2023, we had consolidated net losses subject to tax of $5.0 million and $12.4 million, respectively. For the three and nine months ended September 30, 2022, we had consolidated net losses of $75.6 million and net income of $91.0 million subject to tax, respectively.

For the three months ended September 30, 2023, we recognized an income tax benefit of $6.2 million, compared to income tax benefit of $17.6 million during the same period in 2022. The change is due primarily to the income tax benefit associated with the depreciation taken related to the termination of four leases of four properties in the third quarter of 2022, as well as a change in estimate associated with finalizing the 2022 tax return in the third quarter of 2023.

For the nine months ended September 30, 2023, we recognized an income tax benefit of $10.8 million compared to income tax expense of $24.3 million during the same period in 2022. The change is primarily due to the income tax benefit associated with the lease modification income recognized in the second quarter of 2022, as well as a change in the first quarter of 2023 to the effective state tax rate expected to apply to the reversal of deferred taxes and a change in estimate associated with finalizing the 2022 tax return in the third quarter of 2023.

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.

Cash Equivalents

We classify highly liquid investments with an original maturity of three months or less as cash equivalents. We maintain 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, capital replacement reserves, insurance reserves, and cash restricted as required by our debt agreements.

Other Assets, net

Other assets were comprised of the following amounts as of September 30, 2023 and December 31, 2022 (in thousands):


	September 30, 2023		December 31, 2022
Other investments	$	64,515	$	63,982
Treasury bill		54,298		—
Deferred costs, deposits, and other		13,465		20,460
Prepaid expenses and real estate taxes		13,862		17,363
Intangible assets, net		13,573		14,160
Corporate fixed assets		10,008		8,371
Accounts receivable, net of allowances of $334 and $1,206 as of September 30, 2023 and December 31, 2022, respectively		3,264		4,079
Deferred tax assets		2,092		2,321
Due from third-party property manager		169		1,669
Due from affiliates		797		274
Total other assets, net	$	176,043	$	132,679

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Recent Accounting Pronouncements

In March 2020, the FASB issued Accounting Standards Update ("ASU") No. 2020-04,“Reference Rate Reform (Topic 848): Facilitation of the Effects of Reference Rate Reform on Financial Reporting”, which provides optional expedients to debt, derivatives, and other contracts that refer to LIBOR or another reference rate expected to be discontinued because of reference rate reform. The original ASU was effective as of its issuance date and provided temporary relief through December 31, 2022, which was extended through December 31, 2024 by ASU 2022-06, "Reference Rate Reform (Topic 848): Deferral of the Sunset Date of Topic 848". We transitioned to the Secured Overnight Financing Rate ("SOFR") effective July 1, 2023. There is not a material impact on our consolidated financial statements as a result of this transition.

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. We expect to fund most of these commitments over the next 24 months. As of September 30, 2023, we had remaining commitments for construction-related contracts of $120.2 million, with $173.8 million undrawn on our construction loans.

As of September 30, 2023, we have remaining commitments of $3.1 million related to our unconsolidated joint ventures, which we expect to fund over the next twelve months. In addition, we have remaining commitments of $2.1 million related to our investments in property technology funds invested in entities that develop technology related to the real estate industry. The timing of the remaining funding of these commitments is uncertain.

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 one year or less and reflect expenditure levels comparable to our historical expenditures.

Legal Matters

From time to time, we may be a party to certain legal proceedings. 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.

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 our issuance of additional shares of Common Stock and Aimco Operating Partnership’s issuance to us 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 included in the computation of diluted earnings per share and unit for the three and nine months ended September 30, 2022, because the effect of their inclusion was dilutive. However, 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, 2023, because the effect of their inclusion would be antidilutive. As of September 30, 2023, the Common Stock and OP Unit equivalents that could potentially dilute basic earnings per share or unit in future periods totaled 3.7 million and 8.0 million, respectively.

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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 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 included in the computation of diluted earnings per share and unit for the three and nine months ended September 30, 2022, because the effect of their inclusion was dilutive. However, participating securities are not included in the computation of diluted earnings per share and unit for the three and nine months ended September 30, 2023, because the effect of their inclusion would be antidilutive. As of September 30, 2023, participating securities that could potentially dilute basic earnings per share or unit in future periods totaled 2.5 million.

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, 2023 and 2022, are as follows (in thousands, except per share and per unit data):


	Three Months Ended September 30,						Nine Months Ended September 30,
	2023			2022			2023			2022
Earnings per share
Numerator:
Net income (loss) attributable to Aimco	$	(2,260	)	$	29,472		$	(14,697	)	$	276,817
Net income allocated to Aimco participating securities		—			(405	)		—			(3,806	)
Net income (loss) attributable to Aimco common stockholders	$	(2,260	)	$	29,067		$	(14,697	)	$	273,011

Denominator - shares:
Basic weighted-average common stock outstanding		143,299			149,611			144,431			149,706
Diluted share equivalents outstanding		—			1,586			—			1,370
Diluted weighted-average common stock outstanding		143,299			151,197			144,431			151,076

Earnings (loss) per share - basic	$	(0.02	)	$	0.19		$	(0.10	)	$	1.82
Earnings (loss) per share - diluted	$	(0.02	)	$	0.19		$	(0.10	)	$	1.81

Earnings per unit
Numerator:
Net income (loss) attributable to Aimco Operating Partnership	$	(2,383	)	$	31,026		$	(15,472	)	$	291,465
Net income allocated to Aimco Operating Partnership participating securities		—			(421	)		—			(3,964	)
Net income (loss) attributable to Aimco Operating Partnership's common unit holders	$	(2,383	)	$	30,605		$	(15,472	)	$	287,501

Denominator - units
Basic weighted-average common partnership units outstanding		151,027			157,530			152,199			157,627
Diluted partnership unit equivalents outstanding		—			1,606			—			1,390
Diluted weighted-average common partnership units outstanding		151,027			159,136			152,199			159,017

Earnings (loss) per unit - basic	$	(0.02	)	$	0.19		$	(0.10	)	$	1.82
Earnings (loss) per unit - diluted	$	(0.02	)	$	0.19		$	(0.10	)	$	1.81

Note 5 — Fair Value Measurements and Disclosures

Recurring Fair Value Measurements

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. As of September 30, 2023, we held interest rate caps with $627.4 million notional value. These instruments were acquired for $5.8 million, and the fair value of these instruments is noted in the table below.

During the nine months ended September 30, 2023, we monetized the $1.5 billion notional amount interest rate swaption, purchased in conjunction with the Mezzanine Investment to protect against future interest rate increases, for gross proceeds of $54.2 million. Proceeds from the monetization are currently invested in a short-term treasury bill, which is included in Other assets, net in our Condensed Consolidated Balance Sheets. This instrument has a carrying value and an approximate fair value of $54.3 million as of September 30, 2023.

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On a recurring basis, we measure at fair value our interest rate options. Our interest rate options 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 options 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 options, and any proceeds are reflected in Proceeds from interest rate options in our Condensed Consolidated Statements of Cash Flows.

As of September 30, 2023 and December 31, 2022, we have investments in stock of $2.3 million and $1.2 million, respectively, classified within Level 1 of the GAAP fair value hierarchy. In addition, as of September 30, 2023 and December 31, 2022, we have investments in property technology funds of $2.5 million and $3.1 million, respectively, in entities that develop technology related to the real estate industry. These investments are measured at net asset value (“NAV”) as a practical expedient.

The following table summarizes the fair value for our interest rate options, investments in stock, our investments in real estate technology funds, and our investment in a treasury bill as of September 30, 2023 and December 31, 2022 (in thousands):


	As of September 30, 2023								As of December 31, 2022
	Total		Level 1		Level 2		Level 3		Total		Level 1		Level 2		Level 3
Interest rate options	$	9,122	$	—	$	9,122	$	—	$	62,259	$	—	$	62,259	$	—
Investments in stock		2,346		2,346		—		—		1,179		1,179		—		—
Investments in real estate technology funds (1)		2,480		—		—		—		3,117		—		—		—
Investment in treasury bill		54,298		54,298		—		—		—		—		—		—

(1) Investments measured at fair value using NAV as a practical expedient are not classified in the fair value hierarchy.

Fair Value Disclosures

We believe that the carrying value of the consolidated amounts of cash and cash equivalents, restricted cash, accounts receivable and payables approximated their fair value as of September 30, 2023, and December 31, 2022, due to their relatively short-term nature and high probability of realization. We estimate the fair value of our debt using an income and market approach, including comparison of the contractual terms to observable and unobservable inputs such as market interest rate risk spreads, contractual interest rates, remaining periods to maturity, debt service coverage ratios, and loan to value ratios. We classify the fair value of our non-recourse property debt and construction loans within Level 2 of the GAAP valuation hierarchy based on the significance of certain of the unobservable inputs used to estimate their fair value.

The following table summarizes the carrying value and fair value of our non-recourse property debt, and construction loans as of September 30, 2023 and December 31, 2022 (in thousands):


	As of September 30, 2023				As of December 31, 2022
	Carrying Value		Fair Value		Carrying Value		Fair Value
Non-recourse property debt	$	876,166	$	796,035	$	938,476	$	878,804
Construction loans		258,787		258,433		126,317		125,954
Total	$	1,134,953	$	1,054,468	$	1,064,793	$	1,004,758

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.

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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, its 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 eight unconsolidated VIEs for which we are not the primary beneficiary because we are not their primary decision maker. The eight unconsolidated VIEs include four unconsolidated real estate partnerships that hold four apartment communities in San Diego, California, the Mezzanine Investment, our passive equity investment in IQHQ, and our two unconsolidated investments in land held for development in Miami, Florida and Bethesda, Maryland. Our maximum exposure to loss because of our involvement with the unconsolidated VIEs is limited to the carrying value of their assets.

The details of our consolidated and unconsolidated VIEs, excluding those of Aimco Operating Partnership, are summarized in the table below as of September 30, 2023 and December 31, 2022 (in thousands, except for VIE count):


	As of September 30, 2023				As of December 31, 2022
	Consolidated		Unconsolidated		Consolidated		Unconsolidated
Count of VIEs	5		8		5		8
Assets
Real estate, net	$	440,801	$	—	$	258,529	$	—
Cash and cash equivalents		3,055		—		5,075		—
Restricted Cash		—		—		1,747		—
Mezzanine investment		—		158,173		—		158,558
Interest rate options		5,767		—		3,900		—
Right-of-use lease assets		109,311		—		110,269		—
Unconsolidated real estate partnerships		—		22,667		—		15,789
Other assets, net		18,640		59,883		25,623		59,823
Liabilities
Accrued liabilities and other		42,360		—		26,003		—
Non-recourse property debt, net		22,824		—		22,689		—
Construction loans, net		150,495		—		40,013		—
Lease liabilities		117,666		—		114,625		—
Mezzanine investment - participation sold		—		34,402		—		—

Note 7 — Lease Arrangements

Aimco as Lessor

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.

For the three and nine months ended September 30, 2023 and 2022, our total lease income was comprised of the following amounts for all residential and commercial property leases (in thousands):

Aimco as Lessee


	Three Months Ended September 30,				Nine Months Ended September 30,
	2023		2022		2023		2022
Fixed lease income	$	43,937	$	44,239	$	127,150	$	137,519
Variable lease income		3,640		3,443		10,046		10,853
Total lease income	$	47,577	$	47,682	$	137,196	$	148,372

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Finance Lease Arrangements

We are lessee to finance leases for the land underlying the development sites at Upton Place, Strathmore Square, and Oak Shore.

As of September 30, 2023 and December 31, 2022, our finance leases had weighted-average remaining terms of 93.6 years and 94.2 years, respectively, and weighted-average discount rates of 6.1% at each period end, respectively.

For the three and nine months ended September 30, 2023, amortization related to our finance leases was $0.0 million for each period, respectively, net of amounts capitalized, compared to $0.0 million and $6.7 million, respectively, for the three and nine months ended September 30, 2022.

For the three and nine months ended September 30, 2023, we capitalized $2.1 million and $6.3 million, respectively, of lease costs associated with active development and redevelopment projects on certain of the underlying property and ground lease assets, compared to $1.7 million and $6.5 million, respectively, for the three and nine months ended September 30, 2022.

Operating Lease Arrangements

We have operating leases primarily for corporate office space. Substantially all of the payments under our office leases are fixed. As of September 30, 2023 and December 31, 2022, our operating leases had weighted-average remaining terms of 5.4 years and 6.3 years, respectively, and weighted-average discount rates of 3.3%, and 3.4%, respectively.

We record operating lease expense on a straight-line basis over the lease term. Total operating lease expense for the three and nine months ended September 30, 2023 was $0.4 million and $1.1 million, respectively, compared to $0.2 million and $0.5 million, respectively, for the three and nine months ended September 30, 2022. As of September 30, 2023 and December 31, 2022, operating lease right-of-use lease assets of $6.6 million and $6.7 million, respectively, are included in Other assets, net in our Condensed Consolidated Balance Sheets. As of September 30, 2023 and December 31, 2022, operating lease liabilities of $12.1 million and $12.8 million, respectively, are included in Accrued liabilities and other in our Condensed Consolidated Balance Sheets.

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 initial terms greater than 12 months are recorded as operating or finance leases in our Condensed Consolidated Balance Sheets.

Office Space Sublease

We have a sublease arrangement to provide space within our corporate office for fixed rents, which commenced on January 1, 2021 and expires on May 31, 2029. For the three and nine months ended September 30, 2023, we recognized sublease income of $0.4 million and $1.1 million, respectively, compared to $0.4 million and $1.1 million, respectively, for the three and nine months ended September 30, 2022.

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Annual Future Minimum Lease Payments

Combined minimum annual lease payments under operating and finance leases, and sublease income that offsets our operating lease rent, are as follows (in thousands):


	Sublease Income and Lease Modification Income		Operating Lease Future Minimum Rent			Finance Leases Future Minimum Payments
Remainder of 2023	$	351	$	473		$	725
2024		1,413		2,657			3,921
2025		1,423		2,355			4,437
2026		1,433		2,341			4,954
2027		1,443		2,380			5,483
Thereafter		2,083		3,024			1,433,296
Total	$	8,146		13,230			1,452,816
Less: Discount				(1,179	)		(1,335,150	)
Total lease liabilities			$	12,051		$	117,666

Note 8 — Business Segments

We have three segments: (i) Development and Redevelopment; (ii) Operating; and (iii) Other.

Our Development and Redevelopment segment consists of properties that are under construction or have not achieved stabilization, as well as land held for development. As of September 30, 2023, our Development and Redevelopment segment consists of 12 properties: three residential apartment communities with 1,185 apartment homes, of which 276 have been completed and an additional 909 are planned, a single family rental community with 16 planned homes plus eight accessory dwelling units, which we are actively developing or redeveloping; one hotel with 106 rooms and 18,000 square feet of event space completed in April 2023, and land parcels held for development.

Our Operating segment includes 21 residential apartment communities with 5,600 apartment homes that have achieved a stabilized level of operations as of January 1, 2022 and maintained it throughout the current year and comparable period. We aggregate all our apartment communities that have reached stabilization into our Operating segment.

During the first quarter of 2023, we reclassified one residential apartment community from the Other segment to the Operating segment because it reached stabilization. Prior period segment information has been recast based upon our current segment population, and is consistent with how our chief operating decision maker ("CODM") evaluates the business. The recast conforms with our reportable segment classification as of September 30, 2023.

Our Other segment consists of properties currently owned that are not included in our Development and Redevelopment or Operating segments. Our Other segment includes 1001 Brickell Bay Drive, our only office building, and St. George Villas.

Our CODM uses cash flow, construction timeline to completion, and actual versus budgeted results to evaluate our properties in our Development and Redevelopment segment. Our CODM uses proportionate property net operating income to assess the operating performance of our Operating segment. Proportionate property net operating income is defined as our share of rental and other property revenues, excluding utility reimbursements, less direct property operating expenses, including utility reimbursements, for the consolidated communities; but

•

excluding the results of four apartment communities with an aggregate 142 apartment homes that we neither manage nor consolidate, our investment in IQHQ and the Mezzanine Investment; and

•

excluding property management costs and casualty gains or losses, reported in consolidated amounts, in our assessment of segment performance.

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The following tables present the results of operations of consolidated properties with our segments reported on a proportionate basis for the three months ended September 30, 2023 and 2022 (in thousands):


	Development and Redevelopment		Operating		Other		Proportionate and Other Adjustments(1)			Corporate and Amounts Not Allocated to Segments (2)			Consolidated
Three Months Ended September 30, 2023
Rental and other property revenues	$	4,691	$	37,722	$	3,542	$	1,746		$	—		$	47,701
Property operating expenses		2,609		10,745		1,526		1,762			1,686			18,328
Other operating expenses not allocated to segments (3)		—		—		—		—			26,002			26,002
Total operating expenses		2,609		10,745		1,526		1,762			27,688			44,330
Proportionate property net operating income (loss)		2,082		26,977		2,016		(16	)		(27,688	)		3,371
Other items included in income before income tax (4)		—		—		—		—			(7,907	)		(7,907	)
Income (loss) before income tax	$	2,082	$	26,977	$	2,016	$	(16	)	$	(35,595	)	$	(4,536	)


	Development and Redevelopment			Operating		Other		Proportionate and Other Adjustments(1)			Corporate and Amounts Not Allocated to Segments (2)			Consolidated
Three Months Ended September 30, 2022
Rental and other property revenues	$	123		$	35,466	$	3,466	$	1,344		$	7,284		$	47,683
Property operating expenses		325			10,386		1,099		1,376			4,269			17,455
Other operating expenses not allocated to segments (3)		—			—		—		—			96,247			96,247
Total operating expenses		325			10,386		1,099		1,376			100,516			113,702
Proportionate property net operating income (loss)		(202	)		25,080		2,367		(32	)		(93,232	)		(66,019	)
Other items included in income before income tax (4)		—			—		—		—			82,629			82,629
Income (loss) before income tax	$	(202	)	$	25,080	$	2,367	$	(32	)	$	(10,603	)	$	16,610

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The following tables present the results of operations of consolidated properties with our segments reported on a proportionate basis for the nine months ended September 30, 2023 and 2022 (in thousands):


	Development and Redevelopment		Operating		Other		Proportionate and Other Adjustments(1)			Corporate and Amounts Not Allocated to Segments (2)			Consolidated
Nine Months Ended September 30, 2023
Rental and other property revenues	$	10,539	$	111,404	$	10,664	$	5,036		$	—		$	137,643
Property operating expenses		7,326		33,426		4,237		5,068			4,591			54,648
Other operating expenses not allocated to segments (3)		—		—		—		—			75,593			75,593
Total operating expenses		7,326		33,426		4,237		5,068			80,184			130,241
Proportionate property net operating income (loss)		3,213		77,978		6,427		(32	)		(80,184	)		7,402
Other items included in income before income tax (4)		—		—		—		—			(22,177	)		(22,177	)
Income (loss) before income tax	$	3,213	$	77,978	$	6,427	$	(32	)	$	(102,361	)	$	(14,775	)


	Development and Redevelopment			Operating		Other		Proportionate and Other Adjustments(1)		Corporate and Amounts Not Allocated to Segments (2)			Consolidated
Nine Months Ended September 30, 2022
Rental and other property revenues	$	204		$	102,206	$	11,466	$	4,466	$	30,033		$	148,375
Property operating expenses		901			31,345		3,656		4,448		16,034			56,384
Other operating expenses not allocated to segments (3)		—			—		—		—		172,663			172,663
Total operating expenses		901			31,345		3,656		4,448		188,697			229,047
Proportionate property net operating income (loss)		(697	)		70,861		7,810		18		(158,664	)		(80,672	)
Other items included in income before income tax (4)		—			—		—		—		402,506			402,506
Income (loss) before income tax	$	(697	)	$	70,861	$	7,810	$	18	$	243,842		$	321,834

(1)

Represents adjustments for noncontrolling interests in consolidated real estate partnerships' share of the results of consolidated communities in our segments, which are included in the related consolidated amounts, but excluded from proportionate property net operating income for our segment evaluation. Also includes the reclassification of utility reimbursements, which are included in Rental and other property revenues in our Condensed Consolidated Statements of Operations, in accordance with GAAP, from revenues to property operating expenses for the purpose of evaluating segment results.

(2)

Includes the operating results of apartment communities sold during the periods shown or held for sale at the end of the period, if any. Also includes property management expenses and casualty gains and losses, which are included in consolidated property operating expenses and are not part of our segment performance measure.

(3)

Other operating expenses not allocated to segments consist of depreciation and amortization and general and administrative expense.

(4)

Other items included in Income before income tax benefit consist primarily of lease modification income, gain on dispositions of real estate, interest expense, mezzanine investment income (loss), net realized and unrealized gains (losses) on interest rate options, and realized and unrealized gains (losses) on equity investments.

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Net real estate and non-recourse property debt, net, of our segments as of September 30, 2023 and December 31, 2022, were as follows (in thousands):


	Development and Redevelopment			Operating			Other			Total
As of September 30, 2023
Buildings and improvements	$	675,020		$	706,569		$	164,914		$	1,546,503
Land		225,508			262,409			150,090			638,007
Total real estate		900,528			968,978			315,004			2,184,510
Accumulated depreciation		(11,098	)		(480,983	)		(72,605	)		(564,686	)
Net real estate	$	889,430		$	487,995		$	242,399		$	1,619,824

Non-recourse property debt and construction loans, net	$	273,454		$	765,919		$	80,843		$	1,120,216


	Development and Redevelopment			Operating			Other			Total
As of December 31, 2022:
Buildings and improvements	$	449,316		$	708,665		$	164,400		$	1,322,381
Land		228,568			262,409			150,125			641,102
Total real estate		677,884			971,074			314,525			1,963,483
Accumulated depreciation		(2,378	)		(468,428	)		(59,916	)		(530,722	)
Net real estate	$	675,506		$	502,646		$	254,609		$	1,432,761

Non-recourse property debt and construction loans, net	$	200,135		$	767,513		$	80,551		$	1,048,199

In addition to the amounts disclosed in the tables above, as of September 30, 2023 the Development and Redevelopment segment right-of-use lease assets and lease liabilities aggregated to $109.3 million and $117.7 million, respectively, and as of December 31, 2022, aggregated to $110.3 million and $114.6 million, respectively. As of September 30, 2023 and December 31, 2022, right-of-use lease assets and lease liabilities primarily relate to our investments in Upton Place, Strathmore, and Oak Shore.

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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, including, without limitation, statements regarding: our future plans and goals, including 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 lease growth, our plans to form joint ventures, our plans for new acquisitions or dispositions, our strategic partnerships and value added therefrom, and changes to our corporate governance.

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 2023 plans and goals may not be completed, as expected, in a timely manner or at all, the inability to recognize the anticipated benefits of the pipeline investments and projects, changes in general economic conditions, including, increases in interest rates and other force-majeure events and such other risks and uncertainties described from time to time in our filings with the Securities and Exchange Commission (“SEC”).

In addition, our current and continuing qualification as a real estate investment trust involves the application of highly technical and complex provisions of the Internal Revenue Code of 1986, as amended (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 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, 2022, 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 subsidiaries, 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.

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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:

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Platform, consisting of a cohesive, talented, and tenured team with diverse real estate industry experience combined with a disciplined and proven investment process;

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Diversified portfolio, consisting of in-process value-add investments, a pipeline of 14 million square feet of potential future development, a national portfolio of stabilized multifamily real estate and limited indirect and passive investments; and

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Capital redeployment plan of prudent recycling of capital, reallocating our equity to higher returning investments.

Our primary goal is outsized risk adjusted returns and accelerating growth for our shareholders. We are focused on providing superior total-return performance to shareholders, primarily through capital appreciation driven by accretive investment and active portfolio management over multi-year periods. We plan to reinvest earnings to facilitate growth and, therefore, do not presently intend to pay a regular quarterly cash dividend.

Our financial objectives are to create value and produce superior, project-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 shareholders.

Aimco targets a balanced allocation, which includes investments in “Value Add” and “Opportunistic” multifamily real estate, primarily located in Southeast Florida, the Washington D.C. Metro Area and Colorado's Front Range, plus investment in a geographically diversified portfolio of "Core" and "Core-Plus" apartment communities.

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 plan to continue to significantly reduce our allocation over time.

We have policies in place that support our stated strategy, guide our investment allocations, and manage risk, including to hold at all times 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.

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Given our stated 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:

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Benefiting from a national platform while leveraging local and regional expertise

We have corporate headquarters in Denver, Colorado and Washington D.C. Our investment platform is managed by experienced professionals based in three regions, where we will focus our new investment activity: Southeast Florida, the Washington D.C. Metro Area and Colorado's Front Range. By regionalizing this platform, we are able to leverage the in-depth local market knowledge of each regional leader, creating a comparative advantage when sourcing, evaluating, and executing investment opportunities.

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Managing and investing in value-add and opportunistic real estate

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 14 million 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 Aimco capital that is allocated to development activities may vary based on market conditions and other factors.

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Owning a portfolio of stabilized core and core plus real estate

Our entire portfolio of operating properties includes 26 apartment communities (22 consolidated properties and four unconsolidated properties) with average rents in line with local market averages (generally defined as B class). We also own one commercial office building that is part of an assemblage with an adjacent apartment building. The target composition of our stabilized portfolio will continue to include primarily B multifamily assets, spread across a geographically diversified portfolio, 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.

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Managing and continuing to reduce our allocation to alternative investments, over time

We currently hold select alternative investments, the majority of which originated with Aimco Predecessor and, over time, plan to significantly reduce capital allocated to these investments. Our current allocation to alternative investments includes: our indirect interest in the Mezzanine Investment to the Parkmerced partnership, which owns 3,165 apartment homes and future development rights in San Francisco, California, and our passive equity investments in IQHQ, Inc. ("IQHQ"), a privately-held life sciences real estate development company, and in property technology funds consisting of entities that develop technology related to the real estate industry. We have made significant progress on our plan to reduce capital allocated to alternative investments through the partial sale of the Mezzanine Investment, as discussed further below.

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Maintaining sufficient liquidity and utilizing safe financial leverage

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, construction loans, third-party equity, and the recycling of Aimco 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 the Aimco enterprise. When warranted, we plan to seek equity capital from joint venture partners to improve our cost of capital, further leverage Aimco equity, reduce exposure to a single investment and, in certain cases, for strategic benefits.

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The results from the execution of our business plan during the three and nine months ended September 30, 2023 are further described below.

Financial Results and Recent Highlights

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For the three and nine months ended September 30, 2023, net loss attributable to Aimco common stockholders per share, on a fully dilutive basis, was ($0.02) and ($0.10), respectively, compared to net income per share of $0.19 and $1.81, respectively, for the same periods in 2022 due primarily to lower real estate transaction proceeds and reduced tax benefit.

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For the three months ended September 30, 2023, revenue and net operating income from our Stabilized Operating Properties were up 6.4% and 7.6%, respectively, year over year, with average monthly revenue per apartment home of $2,358, up $158 year over year. For the nine months ended September 30, 2023, revenue and net operating income from our Stabilized Operating Properties were up 9.0% and 10.0%, respectively, year over year, with average monthly revenue per apartment home of $2,292, up $209 year over year.

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As of September 30, 2023, we had completed construction and delivered The Hamilton, a 276-apartment home property in Miami, Florida, and The Benson Hotel and Faculty Club, a 106-key boutique hotel on the Anschutz Medical Campus in Aurora, Colorado. We expect to deliver 234 additional units at Upton Place in Washington, D.C. and the initial homes at Oak Shore in Corte Madera, California, by the end of 2023.

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Aimco is under contract to sell our 80% stake in the Parkmerced mezzanine loan for $134.0 million plus accrued interest. In June, at the time of closing on the sale of a 20% non-controlling position, the purchaser pre-paid $4.0 million of interest to Aimco and is expected to pay another $7.4 million prior to year end.

Value Add, Opportunistic & Alternative 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. We will focus our new investment activity in Southeast Florida, the Washington D.C. Metro Area and Colorado's Front Range. Our Value Add and Opportunistic investments may also target portfolio acquisitions, operational turnarounds, and re-entitlements.

We currently have five active development and redevelopment projects, located in four U.S. markets, in varying phases of construction and lease-up. These projects remain on track, as measured by construction budget and lease-up metrics. Additionally, we have a pipeline of future value-add opportunities totaling approximately 14 million gross square feet of development in our target markets of Southeast Florida, the Washington D.C. Metro, and Colorado's Front Range. During the three and nine months ended September 30, 2023, we invested $74.4 million and $220.4 million, respectively, in development and redevelopment activities.

Updates include:

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Construction and repositioning of The Hamilton, a 276-unit bayfront apartment community in Miami, Florida, is now complete. Demand for rental housing in Southeast Florida remains robust, especially for unique waterfront properties, and the property was 97% leased as of September 30, 2023.

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Construction is progressing on plan at the first phase of Strathmore Square in Bethesda, Maryland, which will contain 220 highly tailored apartment homes with initial delivery on track for the second half of 2024. This suburban infill project is located adjacent to the Grosvenor-Strathmore Metro station and the Strathmore Performing Arts Campus, and is 1.5 miles from The National Institutes of Health main campus. Funding for the $164.0 million project is fully secured with Aimco having already funded 100% of its equity commitment.

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Construction continues on schedule and on budget at Upton Place in Northwest Washington, D.C. The initial delivery of 81 of Upton Place’s 689 apartment homes occurred in the fourth quarter of 2023. As of September 30, 2023, 80% of the project's 105,000 square feet of retail space has been leased.

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Construction is ongoing at Oak Shore, in Corte Madera, California, where 16 luxury single family rental homes and eight accessory dwelling units are being developed. Construction has been completed on the initial homes and they are expected to be ready for occupancy in November 2023.

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In the three months ended September 30, 2023, we invested $4.8 million into programming, design, documentation, and entitlement efforts related to select pipeline projects located in Southeast Florida, the Washington D.C. Metro, and Colorado’s Front Range.

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Alternative Investments

Our current alternative investments are primarily those investments originated by Aimco Predecessor and include a Mezzanine Investment to the Parkmerced partnership secured by a stabilized multifamily property with an option to participate in future multifamily development, as well as three passive equity investments. Over time, we plan to significantly reduce capital allocated to these investments.

Updates for our alternative investments include:

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Investment and Disposition Activity

We are focused on growing the business and delivering strong investment returns, through the ownership of apartment properties as well as development and redevelopment activities, funded primarily through third-party capital. In the three months ended September 30, 2023, no new investment or disposition activity occurred.

Operating Property Results

We own a diversified portfolio of stabilized apartment communities located in eight major U.S. markets with average rents in line with local market averages. We also own a commercial office building that is part of an assemblage with an adjacent apartment building.

Highlights for the three months ended September 30, 2023 include:

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Revenue for our Operating segment for the three months ended September 30, 2023, was $37.7 million, up 6.4% year over year, resulting from a $158 increase in average monthly revenue per apartment home to $2,358, partially offset with a 75-basis point decrease in Average Daily Occupancy to 95.2%.

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Expenses for our Operating segment for the three months ended September 30, 2023, were $10.7 million, up 3.5% year-over-year due primarily to higher insurance costs, during the quarter we received favorable real estate tax valuations in Chicago largely offsetting the impact of the prior unfavorable real estate tax valuation in Miami, which has been successfully appealed.

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Net operating income for our Operating segment for the three months ended September 30, 2023 was $27.0 million, up 7.6% year-over-year.

Balance Sheet and Financing Activity

We are highly focused on maintaining a strong balance sheet, including having at all times ample liquidity. As of September 30, 2023, we had access to $320.2 million in liquidity, including $95.7 million of cash on hand, a $54.3 million short term investment in a treasury bill, $20.2 million of restricted cash, and the capacity to borrow up to $150.0 million on our revolving credit facility. Refer to the Liquidity and Capital Resources section for additional information regarding our leverage.

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Financial Results of Operations

We have three segments: (i) Development and Redevelopment, (ii) Operating, and (iii) Other.

Our Development and Redevelopment segment includes properties that are under construction or have not achieved stabilization, as well as land assemblages that are being held for future development. Our Operating segment includes 21 residential apartment communities that have achieved stabilized levels of operations as of January 1, 2022 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.

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, 2023 and 2022

Net income attributable to Aimco common stockholders decreased by $31.7 million and $291.5 million, respectively, for the three and nine months ended September 30, 2023, compared to the same period in 2022, as described more fully below.

Property Results

As of September 30, 2023, our Development and Redevelopment segment included 12 properties, three of which were properties that were under construction and two of which were recently completed, while the remaining were land held for development. Our Operating segment included 21 communities with 5,600 apartment homes, and our Other segment included 1001 Brickell Bay Drive, our only office building, and St. George Villas. During the first quarter of 2023, we reclassified one residential apartment community from the Other segment to the Operating segment because it reached stabilization. Prior period segment information has been recast based upon our current segment population, and is consistent with how our CODM evaluates the business. The recast conforms with our reportable segment classification as of September 30, 2023.

We use proportionate property net operating income to assess the operating performance of our segments. Proportionate property net operating income is defined as our share of rental and other property revenues, excluding utility reimbursements, less direct property operating expenses, including utility reimbursements, for the consolidated communities; but

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excluding the results of four apartment communities with an aggregate 142 apartment homes that we neither manage nor consolidate, our investment in IQHQ and the Mezzanine Investment; and

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excluding property management costs and casualty gains or losses, reported in consolidated amounts, in our assessment of segment performance.

Please refer to Note 8 to the condensed consolidated financial statements in Item 1 for further discussion regarding our segments, including a reconciliation of these proportionate amounts to consolidated rental and other property revenues and property operating expenses.

Proportionate Property Net Operating Income

The results of our segments for the three months ended September 30, 2023 and 2022, as presented below, are based on segment classifications as of September 30, 2023:


	Three Months Ended September 30,
(in thousands)	2023		2022			$ Change			% Change
Rental and other property revenues, before utility reimbursements:
Development and Redevelopment	$	4,691	$	123		$	4,568			100.0	%
Operating		37,722		35,466			2,256			6.4	%
Other		3,542		3,466			76			2.2	%
Total		45,955		39,055			6,900			17.7	%
Property operating expenses, net of utility reimbursements:
Development and Redevelopment		2,609		325			2,284			100.0	%
Operating		10,745		10,386			359			3.5	%
Other		1,526		1,099			427			38.9	%
Total		14,880		11,810			3,070			26.0	%
Proportionate property net operating income:
Development and Redevelopment		2,082		(202	)		2,284			(100.0	%)
Operating		26,977		25,080			1,897			7.6	%
Other		2,016		2,367			(351	)		(14.8	%)
Total	$	31,075	$	27,245		$	3,830			14.1	%

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For the three months ended September 30, 2023, compared to the same period in 2022:

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Development and Redevelopment proportionate property net operating income increased by $2.3 million due primarily to the lease up of apartment homes at The Hamilton.

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Operating proportionate property net operating income increased by $1.9 million, or 7.6%. The increase was attributable primarily to a $2.3 million, or 6.4% increase in rental and other property revenues due to higher average revenues of $158 per apartment home, offset with a 75-basis point decrease in Average Daily Occupancy to 95.2%.

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Other proportionate property net operating income decreased by $0.4 million, or 14.8%, primarily at our commercial office building in Miami, Florida from lower occupancy following lease expirations earlier in 2023.

The results of our segments for the nine months ended September 30, 2023 and 2022, as presented below, are based on segment classifications as of September 30, 2023:


	Nine Months Ended September 30,
(in thousands)	2023		2022			$ Change			% Change
Rental and other property revenues, before utility reimbursements:
Development and Redevelopment	$	10,539	$	204		$	10,335			100.0	%
Operating		111,404		102,206			9,198			9.0	%
Other		10,664		11,466			(802	)		(7.0	%)
Total		132,607		113,876			18,731			16.4	%
Property operating expenses, net of utility reimbursements:
Development and Redevelopment		7,326		901			6,425			100.0	%
Operating		33,426		31,345			2,081			6.6	%
Other		4,237		3,656			581			15.9	%
Total		44,989		35,902			9,087			25.3	%
Proportionate property net operating income:
Development and Redevelopment		3,213		(697	)		3,910			(100.0	%)
Operating		77,978		70,861			7,117			10.0	%
Other		6,427		7,810			(1,383	)		(17.7	%)
Total	$	87,618	$	77,974		$	9,644			12.4	%

For the nine months ended September 30, 2023, compared to the same period in 2022:

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Development and Redevelopment proportionate property net operating income increased by $3.9 million due primarily to the lease up of apartment homes at The Hamilton.

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Operating proportionate property net operating income increased by $7.1 million, or 10.0%. The increase was attributable primarily to a $9.2 million, or 9.0% increase in rental and other property revenues due to higher average revenues of $209 per apartment home, offset with a 90-basis point decrease in occupancy.

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Other proportionate property net operating income decreased by $1.4 million, or 17.7%, primarily at our commercial office building in Miami, Florida from lower occupancy following lease expirations earlier in 2023.

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.

Depreciation and Amortization

For the three and nine months ended September 30, 2023, compared to the same periods in 2022, Depreciation and amortization decreased by $67.6 million, or 79.2%, and $92.3 million, or 64.4%, respectively, due primarily to the disposition of three properties and the termination of leases of four properties and related relinquishment of the associated leasehold improvements during the year ended December 31, 2022.

General and Administrative Expenses

For the three and nine months ended September 30, 2023, compared to the same periods in 2022, General and administrative expenses decreased by $2.6 million, or 24.2%, and $4.8 million, or 16.3%, respectively, due primarily to a decrease in expenses for consulting services per the Separation Agreement with AIR, which concluded at December 31, 2022.

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Interest Income

For the three and nine months ended September 30, 2023, compared to the same periods in 2022, interest income increased by $1.6 million, or 100.0%, and $5.0 million, or 100.0%, respectively, due primarily to increased interest earned on greater amounts of invested cash at higher rates in the current year versus the prior year.

Interest Expense

For the three and nine months ended September 30, 2023, compared to the same periods in 2022, interest expense decreased by $1.5 million, or 15.1%, and $38.2 million, or 58.0%, respectively, due primarily to the prepayment of the notes payable due to AIR and other property debt, partially offset by an increase related to the placement of certain property debt during the year ended December 31, 2022.

Mezzanine Investment Income (Loss), Net

For the three and nine months ended September 30, 2023, compared to the same periods in 2022, Mezzanine Investment income decreased by $9.2 million, or 100%, and $26.0 million or 100.0%, respectively, due primarily to our cessation of income recognition after the non-cash impairment recorded during the year ended December 31, 2022.

Realized and Unrealized Gains (Losses) on Interest Rate Options

We are required to adjust our interest rate options to fair value on a quarterly basis. As a result of the mark-to-market adjustments, we recorded unrealized losses of $0.5 million and unrealized gains of $0.1 million, respectively, for the three and nine months ended September 30, 2023, compared to unrealized gains of $7.5 million and $38.3 million, respectively, for the three and nine months ended September 30, 2022. In addition, we recorded realized gains of $1.5 million and $3.2 million, respectively, for the three and nine months ended September 30, 2023, compared to realized gains of $1.7 million and $9.7 million, respectively, for the three and nine months ended September 30, 2022.

Realized and Unrealized Gains (Losses) on Equity Investments

We measure our investments in stock based on market prices at period end and our investments in property technology funds at NAV as a practical expedient. As a result of changes in the values of these investments, we recorded unrealized losses of $1.1 million and unrealized gains of $0.2 million, respectively, for the three and nine months ended September 30, 2023, compared to unrealized losses of $2.2 million and $6.0 million, respectively, for the three and nine months ended September 30, 2022.

During the three and nine months ended September 30, 2022, we recognized realized and unrealized gains on our investment in IQHQ totaling $0.0 million and $26.2 million, respectively, resulting from a partial redemption of our investment during June 2022.

Gain on Dispositions of Real Estate

During the three months ended September 30, 2023, we had no gain on dispositions compared to a gain of $75.5 million for the three months ended September 30, 2022 related to the sale of two apartment communities.

During the nine months ended September 30, 2023, we recognized a gain on disposition of $1.9 million for the contribution of real estate to an unconsolidated joint venture compared to gains of $170.0 million for the nine months ended September 30, 2022 related to the sale of three apartment communities.

Lease Modification Income

During the three and nine months ended September 30, 2022, we recognized $1.6 million and $207.0 million, respectively, of lease modification income related to the agreement entered into with AIR for the termination of the leases of four properties.

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. For the three months ended September 30, 2023, compared to the same period in 2022, other expenses, net increased by $0.3 million, or 19.9%. For the nine months ended September 30, 2023, compared to the same period in 2022, other expenses, net increased by $2.3 million, or 53.1%, primarily due to the incremental expense associated with pre-existing long-term incentive partnership units recorded upon the resignation of one of our board members during the first quarter of 2023.

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Income Tax Benefit (Expense)

Our income tax benefit 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 gains retained by the REIT. For the three and nine months ended September 30, 2023, we had consolidated net losses subject to tax of $5.0 million and $12.4 million, respectively, compared to consolidated net losses of $75.6 million and net income of $91.0 million subject to tax, respectively, for the same periods in 2022.

For the three months ended September 30, 2023, we recognized an income tax benefit of $6.2 million, compared to an income tax benefit of $17.6 million for the same period in 2022. The change is due primarily to GAAP income tax benefit associated with the depreciation taken related to the termination of four leases of four properties in the third quarter of 2022, as well as a change in estimate associated with finalizing the 2022 tax return in the third quarter of 2023.

For the nine months ended September 30, 2023, we recognized an income tax benefit of $10.8 million, compared to income tax expense of $24.3 million for the same period in 2022. The change is primarily due to GAAP income tax benefit associated with the lease modification income recognized in the second quarter of 2022, as well as a change in the first quarter of 2023 to the effective state tax rate expected to apply to the reversal of deferred taxes and a change in estimate associated with finalizing the 2022 tax return in the third quarter of 2023.

Critical Accounting Policies and Estimates

We prepare our condensed consolidated financial statements in accordance with GAAP, which requires us to make estimates and assumptions. We believe that the critical accounting policies that involve our more significant judgments and estimates used in the preparation of our condensed consolidated financial statements relate to capitalized costs, impairment of long-lived assets, acquisitions, and the Mezzanine Investment.

Our critical accounting policies are described in more detail 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, 2022. There have been no significant changes in our critical accounting policies 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.

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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 allow for comparison of our credit strength to different 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:

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gains and losses on the dispositions of depreciated property;

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impairment write-downs of depreciated property;

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impairment write-downs of investments in unconsolidated partnerships caused by a decrease in the value of the depreciated property in such partnerships; and

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adjustments to reflect our share of EBITDAre of investments in unconsolidated entities.

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 net (income) loss attributable to noncontrolling interests in consolidated real estate partnerships and EBITDAre adjustments attributable to noncontrolling interests, and realized and unrealized (gains) losses on interest rate options, which we believe allow investors to compare a measure of our earnings before the effects of our capital structure and indebtedness with that of other companies in the real estate industry. Additionally, we exclude the (income) loss recognized on our Mezzanine Investment.

The reconciliation of net income (loss) to EBITDAre and Adjusted EBITDAre for the three and nine months ended September 30, 2023 and 2022, is as follows (in thousands):


	Three Months Ended September 30,						Nine Months Ended September 30,
	2023			2022			2023			2022
Net income (loss)	$	1,674		$	34,173		$	(3,952	)	$	297,496
Adjustments:
Interest expense		8,252			9,719			27,633			65,865
Income tax (benefit) expense		(6,210	)		(17,563	)		(10,823	)		24,338
Gain on dispositions of real estate		—			(75,539	)		(1,878	)		(170,004	)
Lease modification income		—			(1,577	)		—			(206,963	)
Depreciation and amortization		17,804			85,438			51,106			143,420
Adjustment related to EBITDAre of unconsolidated partnerships		25			253			589			768
EBITDAre	$	21,545		$	34,904		$	62,675		$	154,920
Net (income) loss attributable to redeemable noncontrolling interests in consolidated real estate partnerships		(3,610	)		(2,907	)		(10,460	)		(5,446	)
Net (income) loss attributable to noncontrolling interests in consolidated real estate partnerships		(447	)		(240	)		(1,060	)		(585	)
EBITDAre adjustments attributable to noncontrolling interests		22			(93	)		10			(325	)
Mezzanine investment (income) loss, net		757			(8,423	)		1,013			(24,990	)
Realized and unrealized (gains) losses on interest rate options		(955	)		(9,209	)		(3,280	)		(48,005	)
Unrealized (gains) losses on IQHQ investment		—			—			—			(20,501	)
Adjusted EBITDAre	$	17,312		$	14,032		$	48,898		$	55,068

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Liquidity and Capital Resources

Liquidity

Liquidity is the ability to meet present and future financial obligations. Our primary sources of liquidity are cash flows from operations and borrowing capacity under our loan agreements.

As of September 30, 2023, our available liquidity was $320.2 million, which consisted of:

•

$95.7 million in cash and cash equivalents;

•

$20.2 million of restricted cash, including amounts related to tenant security deposits and escrows held by lenders for capital additions, property taxes, and insurance;

•

$54.3 million short-term investment in a treasury bill; and

•

$150.0 million of available capacity to borrow under our revolving secured credit facility.

As of September 30, 2023, we had sufficient capacity on our construction loans to cover our commitments of approximately $120.2 million. The initial allocations to our joint ventures have remaining unfunded commitments of $3.1 million. We also have unfunded commitments in the amount of $2.1 million related to four 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.

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.

In the event that our cash and cash equivalents, revolving secured credit facility, and cash provided by operating activities 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. Our revolving secured credit facility matures in December 2024, prior to consideration of its one-year extension option.

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 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, 2023, approximately 88% of our outstanding non-recourse property debt had a fixed interest rate and approximately 12% had a variable interest rate. In addition, the weighted-average contractual rate on our non-recourse debt was 5.0% and 4.7% inclusive of interest rate caps, and the average remaining term to maturity was 6.8 years. At September 30, 2023, all of our outstanding non-recourse property debt was either fixed or hedged. 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.

While our primary source of leverage is property-level debt and construction loans, we also have a secured $150.0 million credit facility with a syndicate of financial institutions. As of September 30, 2023, we had no outstanding borrowings under our revolving secured credit facility. Under our revolving secured credit facility, we have agreed to maintain a fixed charge coverage ratio of 1.25X minimum tangible net worth of $625.0 million, and maximum leverage of 60.0% as defined in the credit agreement. We are currently in compliance and expect to remain in compliance with these covenants during the next twelve months.

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.

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Operating Activities

For the nine months ended September 30, 2023, net cash provided by operating activities was $42.6 million. Our operating cash flow is primarily affected by rental rates, occupancy levels, and operating expenses related to our portfolio of apartment communities and general and administrative costs. Cash provided by operating activities for the nine months ended September 30, 2023, decreased by $185.7 million compared to the same period ended in 2022, due primarily to lower net cash received from lease incentive, lower net operating income associated with apartment communities sold in the latter part of 2022, and timing of balance sheet position changes, partially offset by decreased interest payments.

Investing Activities

For the nine months ended September 30, 2023, net cash used in investing activities of $264.1 million consisted primarily of capital expenditures of $212.2 million and the purchase of a short-term treasury bill for $53.8 million. Net cash used in investing activities for the nine months ended September 30, 2023, increased by $181.2 million compared to the same period ended in 2022, due primarily to increased capital expenditures and the purchase of a short-term treasury bill offset by decreased funding for net real estate and investment transactions. We have generally funded capital additions with available cash and cash provided by operating activities and construction loans.

Financing Activities

For the nine months ended September 30, 2023, net cash provided by financing activities of $107.7 million consisted primarily of proceeds from construction loans, the sale of a participation in the Mezzanine Investment, and the monetization of interest rate options, partially offset by repayments on non-recourse property debt and common stock repurchases. Net cash provided by financing activities for the nine months ended September 30, 2023, increased by $272.1 million compared to the same period ended in 2022, due primarily to prior year repayment and borrowing activity, offset by current year activity, including increased proceeds from construction loans, the sale of a participation in the Mezzanine Investment and the monetization of interest rate options.

Future Capital Needs

We expect to fund any future acquisitions, 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. 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.

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 avoid 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.

As of September 30, 2023, on a consolidated basis, we had approximately $104.2 million of variable-rate property-level debt outstanding and $218.1 million of variable rate construction loans. The impact of rising interest rates is mitigated by our use of interest rate caps, which as of September 30, 2023, 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. We estimate that an increase or decrease in our variable rate indices of 100 basis points with constant credit risk spreads, would have no impact on interest expense on an annual basis.

As of September 30, 2023, we held interest rate caps with $627.4 million notional value. These instruments were acquired for $5.8 million and at September 30, 2023, were valued at $9.1 million.

As of September 30, 2023, we had $115.9 million in cash and cash equivalents and restricted cash, a portion of which earns interest at variable rates.

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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

During the quarter ended September 30, 2023, we implemented the first phase of a new enterprise resource planning ("ERP") system, which replaced a legacy system where a significant portion of our transactions were originated, processed, or recorded. We updated our internal control over financial reporting, as necessary, to accommodate related changes in our financial management processes resulting from this implementation. While we believe that this new system will enhance our internal control over financial reporting, there are inherent risks in implementing a new ERP system. Accordingly, we will continue to evaluate the design and operating effectiveness of these controls.

Except for this system implementation, there has been no other 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, 2023, 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.

Changes in Internal Control Over Financial Reporting

During the quarter ended September 30, 2023, we implemented the first phase of a new ERP system, which replaced a legacy system where a significant portion of our transactions were originated, processed, or recorded. We updated our internal control over financial reporting, as necessary, to accommodate related changes in our financial management processes resulting from this implementation. While we believe that this new system will enhance our internal control over financial reporting, there are inherent risks in implementing a new ERP system. Accordingly, we will continue to evaluate the design and operating effectiveness of these controls.

Except for this system implementation, there has been no other 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, 2023, that has materially affected, or is reasonably likely to materially affect, Aimco Operating Partnership’s internal control over financial reporting.

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PART II. OTHER INFORMATION

ITEM 1A. RISK FACTORS

As of the date of this report, there have been no material changes from the risk factors in Aimco’s and Aimco Operating Partnership’s combined Annual Report on Form 10-K for the year ended December 31, 2022, other than the new risk factor identified below. We may disclose changes to such factors or disclose additional factors from time to time in our filings with the SEC.

Our implementation of a new enterprise resource planning ("ERP") system may adversely affect our business, results of operations, and financial condition or the effectiveness of our internal control over financial reporting.

We are engaged in a phased implementation of a new ERP system, which is expected to continue into 2024. During the quarter ended September 30, 2023, we implemented the first phase, which replaced a legacy system where a significant portion of our transactions were originated, processed, or recorded. The ERP system is designed to accurately maintain our financial records, enhance operational functionality and provide timely information to our management team related to the operation of our business. The implementation of a new ERP system has required, and will continue to require, the investment of significant financial and human capital resources. While we have invested, and continue to invest, significant resources in planning, project management, consulting, and training, it is possible that significant implementation, operational, and functionality issues may arise during the course of implementing and utilizing the ERP system, and it is further possible that we may experience significant delays, increased costs, and other difficulties that are not presently contemplated. Any significant disruptions, delays, deficiencies, or errors in the design, implementation, and utilization of the ERP system could adversely affect our operations, prevent us from accurately and timely reporting our financial results, and negatively impact our business, results of operations and financial condition. Additionally, if we do not effectively implement and utilize the ERP system as planned or the system does not operate as intended, the effectiveness of our internal control over financial reporting could be adversely affected or our ability to adequately assess its effectiveness could be delayed.

ITEM 2. UNREGISTERED SALES OF EQUITY SECURITIES, USE OF PROCEEDS, AND ISSUER PURCHASES OF EQUITY SECURITIES

Aimco

Unregistered Sales of Equity Securities

From time to time, we may issue shares of our 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. We may also issue shares of our Common Stock in exchange for limited partnership interests in consolidated real estate partnerships. During the three months ended September 30, 2023, no shares of Common Stock were issued in exchange for OP Units in such transactions.

Repurchases of Equity Securities

The following table summarizes Aimco's share repurchase for the three months ended September 30, 2023.


Fiscal Period	Total Number of Shares Repurchased		Weighted Average Price Paid per Share		Total Number of Shares Purchased as Part of Publicly Announced Plans or Programs		Maximum Number of Shares That May Yet Be Purchased Under Plans or Programs (1)
July 1 - 31, 2023		131,342	$	8.51		131,342		9,148,546
August 1 - 31, 2023		500,084		7.99		500,084		8,648,462
September 1 - 30, 2023		1,112,289		7.19		1,112,289		7,536,173
Total		1,743,715	$	7.52		1,743,715

(1) Our Board of Directors has, from time to time, authorized us to repurchase shares of our outstanding Common Stock. This authorization has no expiration date. These repurchases may be made from time to time in the open market or in privately negotiated transactions. Subsequent to quarter end, the Board of Directors increased the number of shares authorized for repurchase to 30 million, doubling the size of the previous authorization.

Aimco Operating Partnership

There is no public market for OP Units, and we have 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 3, 2023, there were 157,757,324 OP Units and equivalents outstanding (of which 145,759,672 were held by us), that were held by 2,029 unitholders of record.

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Unregistered Sales of Equity Securities

Aimco Operating Partnership did not issue any unregistered OP Units during the three months ended September 30, 2023.

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 our election, shares of our Common Stock on a one-for-one basis (subject to customary antidilution adjustments). During the three months ended September 30, 2023, no common OP Units were redeemed in exchange for shares of Common Stock. The following table summarizes repurchases, or redemptions in exchange for cash, of the Aimco Operating Partnership’s equity securities for the three months ended September 30, 2023.


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, 2023		—	$	—	N/A	N/A
August 1 - 31, 2023		—		—	N/A	N/A
September 1 - 30, 2023		10,266		8.59	N/A	N/A
Total		10,266	$	8.59

(1) The terms of the Aimco Operating Partnership’s Partnership Agreement do not provide for a maximum number of units that may be repurchased, and other than the express terms of its Partnership Agreement, the Aimco Operating Partnership has no publicly announced plans or programs of repurchase. However, for Aimco to repurchase shares of its Common Stock, the Aimco Operating Partnership must make a concurrent repurchase of its common partnership units held by Aimco at a price per unit that is equal to the price per share Aimco pays for its Common Stock.

Dividend and Distribution Payments

As a REIT, Aimco is required to distribute annually to holders of shares 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 of Directors determines and declares Aimco's dividends. In making a dividend determination, Aimco’s Board of Directors 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

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 Current Report on Form 8-K, dated December 15, 2020, is incorporated herein by this reference)

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, 2023, 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).

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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 6, 2023