UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
FORM 8-K
CURRENT REPORT
PURSUANT TO SECTION 13 OR 15(d) OF THE
SECURITIES EXCHANGE ACT OF 1934
Date of Report (Date of earliest event reported): March 27, 2026
APARTMENT INVESTMENT AND MANAGEMENT COMPANY
AIMCO OP L.P.
(Exact name of registrant as specified in its charter)
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Maryland (Apartment Investment and Management Company) |
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1-13232 |
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84-1259577 |
Delaware (Aimco OP L.P.) |
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0-56223 |
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85-2460835 |
(State or other jurisdiction |
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(Commission |
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(I.R.S. Employer |
of incorporation or organization) |
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File Number) |
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Identification No.) |
4582 SOUTH ULSTER STREET
SUITE 1450, DENVER, CO 80237
(Address of principal executive offices) (Zip Code)
Registrant’s telephone number, including area code: (833) 373-1300
NOT APPLICABLE
(Former name or Former Address, if changed since last report)
Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions:
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☐ |
Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425) |
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Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12) |
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Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b)) |
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Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c)) |
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Securities registered pursuant to section 12(b) of the Act: |
Title of each class |
Trading Symbol(s) |
Name of each exchange on which registered |
Apartment Investment and Management Company Class A Common Stock |
AIV |
New York Stock Exchange |
Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (§230.405 of this chapter) or Rule 12b-2 of the Securities Exchange Act of 1934 (§240.12b-2 of this chapter).
Emerging growth company ☐
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. ☐
Item 2.01 Completion of Acquisition or Disposition of Assets
As previously reported, on December 10, 2025, Apartment Investment and Management Company (“Aimco”) and Aimco OP L.P. (collectively, the “Company” or “Seller”), through Aimco Elm Creek, L.P., Aimco Elm Creek Townhomes Three, LLC, Aimco Yorktown L.P., 2200 Grace Owner, LLC, Aimco Hyde Park Tower, L.L.C., Church Street Associates Limited Partnership, and Williamsburg Limited Partnership, each a subsidiary of the Company, entered into an agreement (the “Agreement”) to sell its portfolio of seven apartment properties, including 1,495 units, located in the Chicago market (the “Chicago Portfolio”) to LaTerra Capital Management, LLC (the “Purchaser”) for a gross price of $455 million. The Purchaser is not affiliated with the Seller. On March 27, 2026, the Company completed the sale of the Chicago Portfolio. In connection with the sale, $282.5 million of non-recourse property debt was assumed by the Purchaser. These seven properties include the properties known as Eldridge, Elm Creek, Evanston Place, Yorktown Apartments, 2200 Grace, Hyde Park Tower, and Willow Bend.
Cautionary Statement Regarding Forward-Looking Statements
This Current Report on Form 8-K contains certain forward-looking statements within the meaning of the federal securities laws. Forward-looking statements include all statements that are not historical statements of fact and those regarding our intent, belief, or expectations. Words such as “anticipate(s),” “expect(s),” “intend(s),” “plan(s),” “believe(s),” “may,” “will,” “would,” “could,” “should,” “seek(s),” “forecast(s),” and similar expressions, or the negative of these terms, are intended to identify such forward-looking statements. These statements, including those regarding the timing of asset sales and the timing and amount of capital expected to be returned to stockholders, are not guarantees of future performance, condition or results, and involve a number of known and unknown risks, uncertainties, and assumptions that may affect actual results or outcomes, including changes in market conditions, fluctuations in our stock price, our financial performance, regulatory changes, and general economic conditions. Readers should carefully review Aimco’s and the Partnership’s financial statements and the notes thereto, as well as the section entitled “Risk Factors” in Aimco’s Proxy Statement on Schedule 14A filed January 2, 2026 and Item 1A of Aimco’s and the Partnership’s Annual Report on Form 10-K for the year ended December 31, 2025, as these filings identify and address important risks and uncertainties that could cause actual events and results to differ materially from those contained in the forward-looking statements. These forward-looking statements reflect management’s judgment as of this date, and neither Aimco nor the Partnership assumes any (and each of them disclaims all) obligation to revise or update them to reflect future events or circumstances.
Item 9.01 Financial Statements and Exhibits
(b) Pro Forma Financial Information
The following unaudited pro forma financial information of the Company, which reflect the sale of the Company’s interests in the Chicago Portfolio to the Purchaser, are filed as Exhibit 99.1 to this Current Report.
•Unaudited Pro Forma Condensed Consolidated Balance Sheet as of December 31, 2025
•Unaudited Pro Forma Consolidated Statements of Operations for the years ended December 31, 2025, 2024, and 2023
(d) The following exhibits are filed with this report:
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Exhibit No. |
Description |
99.1 |
Unaudited Pro Forma Condensed Consolidated Financial Statements of Aimco and Aimco OP L.P. |
104 |
Cover Page Interactive Data File (embedded within the Inline XBRL document) |
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 hereunto duly authorized.
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Dated: March 30, 2026 |
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APARTMENT INVESTMENT AND MANAGEMENT COMPANY |
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/s/ H. Lynn C. Stanfield |
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H. Lynn C. Stanfield |
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Executive Vice President and Chief Financial Officer |
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AIMCO OP L.P. |
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By: Aimco OP GP, LLC, its general partner By: Apartment Investment and Management Company, its managing member |
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/s/ H. Lynn C. Stanfield |
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H. Lynn C. Stanfield |
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Executive Vice President and Chief Financial Officer |
APARTMENT INVESTMENT AND MANAGEMENT COMPANY
AIMCO OP L.P.
(Unaudited)
On December 10, 2025, the Company entered into a purchase and sale agreement to sell seven properties located in the Chicago metro area for $455.0 million. On March 27, 2026, the Company completed the sale of the Chicago Portfolio for gross sales proceeds of $455.0 million (the “Chicago Portfolio Sale”). In connection with the Chicago Portfolio Sale, $282.5 million of non-recourse property debt was assumed by the Purchaser.
The Company has determined that the transaction has met the criteria under Accounting Standards Codification 205-20, Presentation of Financial Statements – Discontinued Operations (“ASC 205-20”) to be classified as a discontinued operation, as the sale represents a strategic shift that will have a significant effect on the Company’s operations and financial results. The Company will account for the Chicago Portfolio as a discontinued operation beginning with its Quarterly Report on Form 10-Q for the quarter ended March 31, 2026.
The unaudited pro forma condensed consolidated financial statements presented below have been prepared in accordance with Article 11 of Regulation S-X and were derived from the Company’s historical consolidated financial statements. The unaudited pro forma condensed consolidated balance sheet as of December 31, 2025, reflects the Chicago Portfolio Sale as if it occurred on such date. The unaudited pro forma condensed consolidated statements of operations for each of the years ended December 31, 2025, 2024, and 2023, reflect the Chicago Portfolio Sale as if it occurred on January 1, 2023.
The unaudited pro forma condensed consolidated financial statements and the accompanying notes should be read in conjunction with the Company's Annual Report on Form 10-K for the year ended December 31, 2025, filed with the Securities and Exchange Commission (the “SEC”) on March 2, 2026.
The unaudited pro forma condensed consolidated financial information is provided for informational purposes only and does not purport to represent the Company’s actual financial condition or results of operations had the Chicago Portfolio Sale occurred on the dates indicated, nor does it project the Company’s results of operations or financial condition for any future period or date. The Company has prepared the unaudited pro forma condensed consolidated financial information based on available information using certain assumptions that it believes are reasonable. As a result, the actual results reported by the Company in periods following the Chicago Portfolio Sale may differ materially from this unaudited pro forma condensed consolidated financial information.
APARTMENT INVESTMENT AND MANAGEMENT COMPANY
PRO FORMA CONDENSED CONSOLIDATED BALANCE SHEET
As of December 31, 2025
(In thousands, except share data)
(Unaudited)
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As Reported |
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Chicago Portfolio Sale |
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Pro Forma |
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(a) |
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(b) |
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ASSETS |
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Buildings and improvements |
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$ |
1,014,902 |
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$ |
(269,961 |
) |
(b1) |
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$ |
744,941 |
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Land |
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222,315 |
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(23,128 |
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(b1) |
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199,187 |
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Total real estate |
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1,237,217 |
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(293,089 |
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944,128 |
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Accumulated depreciation |
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(287,285 |
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175,700 |
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(b1) |
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(111,585 |
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Net real estate |
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949,932 |
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(117,389 |
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832,543 |
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Cash and cash equivalents |
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394,891 |
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152,617 |
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(b2) |
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547,508 |
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Restricted cash |
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11,670 |
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— |
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11,670 |
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Notes receivable |
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103,863 |
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— |
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103,863 |
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Right-of-use lease assets - finance leases |
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106,438 |
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— |
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106,438 |
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Other assets, net |
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82,092 |
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(876 |
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(b1) |
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81,216 |
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Assets from discontinued operations and held for sale, net |
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26,847 |
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— |
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26,847 |
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Total assets |
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$ |
1,675,733 |
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$ |
34,352 |
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$ |
1,710,085 |
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LIABILITIES AND EQUITY |
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Non-recourse property debt, net |
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$ |
339,483 |
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$ |
(281,303 |
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(b3) |
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$ |
58,180 |
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Non-recourse construction loans and bridge financing, net |
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399,142 |
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— |
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399,142 |
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Total indebtedness |
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738,625 |
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(281,303 |
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457,322 |
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Lease liabilities - finance leases |
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124,794 |
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— |
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124,794 |
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Dividends payable |
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4,320 |
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— |
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4,320 |
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Accrued liabilities and other |
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147,362 |
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(10,903 |
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(b1) |
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136,459 |
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Liabilities related to discontinued operations and assets held for sale, net |
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107,747 |
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— |
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107,747 |
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Total liabilities |
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1,122,848 |
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(292,206 |
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830,642 |
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Redeemable noncontrolling interests in consolidated real estate partnerships |
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158,292 |
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— |
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158,292 |
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Equity (510,587,500 shares authorized at December 31, 2025 and December 31, 2024): |
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Common Stock, $0.01 par value, 140,158,784 and 136,351,966 shares issued and outstanding at December 31, 2025 and December 31, 2024, respectively |
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1,402 |
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— |
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1,402 |
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Additional paid-in capital |
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429,144 |
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— |
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429,144 |
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Retained earnings (deficit) |
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(68,693 |
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315,474 |
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246,781 |
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Total Aimco equity |
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361,853 |
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315,474 |
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677,327 |
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Noncontrolling interests in consolidated real estate partnerships |
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20,000 |
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— |
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20,000 |
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Common noncontrolling interests in Aimco Operating Partnership |
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12,740 |
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11,084 |
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23,824 |
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Total equity |
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394,593 |
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326,558 |
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(b4) |
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721,151 |
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Total liabilities and equity |
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$ |
1,675,733 |
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$ |
34,352 |
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$ |
1,710,085 |
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See accompanying notes to the pro forma condensed consolidated financial statements.
2
AIMCO OP L.P.
PRO FORMA CONDENSED CONSOLIDATED BALANCE SHEET
As of December 31, 2025
(In thousands, except unit data)
(Unaudited)
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As Reported |
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Chicago Portfolio Sale |
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Pro Forma |
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(a) |
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(b) |
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ASSETS |
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Buildings and improvements |
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$ |
1,014,902 |
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$ |
(269,961 |
) |
(b1) |
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$ |
744,941 |
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Land |
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222,315 |
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(23,128 |
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(b1) |
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199,187 |
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Total real estate |
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1,237,217 |
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(293,089 |
) |
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944,128 |
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Accumulated depreciation |
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(287,285 |
) |
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175,700 |
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(b1) |
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(111,585 |
) |
Net real estate |
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949,932 |
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(117,389 |
) |
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832,543 |
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Cash and cash equivalents |
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394,891 |
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152,617 |
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(b2) |
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547,508 |
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Restricted cash |
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11,670 |
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— |
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11,670 |
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Notes receivable |
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103,863 |
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— |
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103,863 |
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Right-of-use lease assets - finance leases |
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106,438 |
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— |
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106,438 |
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Other assets, net |
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82,092 |
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(876 |
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(b1) |
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81,216 |
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Assets from discontinued operations and held for sale, net |
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26,847 |
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— |
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26,847 |
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Total assets |
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$ |
1,675,733 |
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$ |
34,352 |
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$ |
1,710,085 |
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LIABILITIES AND EQUITY |
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Non-recourse property debt, net |
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$ |
339,483 |
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$ |
(281,303 |
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(b3) |
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$ |
58,180 |
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Non-recourse construction loans and bridge financing, net |
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399,142 |
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— |
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399,142 |
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Total indebtedness |
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738,625 |
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(281,303 |
) |
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457,322 |
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Lease liabilities - finance leases |
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124,794 |
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— |
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124,794 |
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Dividends payable |
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4,320 |
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— |
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4,320 |
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Accrued liabilities and other |
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147,362 |
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(10,903 |
) |
(b1) |
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136,459 |
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Liabilities related to discontinued operations and assets held for sale, net |
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107,747 |
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— |
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107,747 |
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Total liabilities |
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1,122,848 |
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(292,206 |
) |
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830,642 |
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Redeemable noncontrolling interests in consolidated real estate partnerships |
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158,292 |
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— |
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158,292 |
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Partners’ capital: |
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General Partner and Special Limited Partner |
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361,853 |
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315,474 |
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677,327 |
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Limited Partners |
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12,740 |
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11,084 |
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23,824 |
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Partners’ capital attributable to Aimco Operating Partnership |
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374,593 |
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326,558 |
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(b4) |
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701,151 |
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Noncontrolling interests in consolidated real estate partnerships |
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20,000 |
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— |
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20,000 |
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Total partners’ capital |
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394,593 |
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326,558 |
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|
721,151 |
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Total liabilities and partners’ capital |
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$ |
1,675,733 |
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$ |
34,352 |
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$ |
1,710,085 |
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See accompanying notes to the pro forma condensed consolidated financial statements.
3
APARTMENT INVESTMENT AND MANAGEMENT COMPANY
PRO FORMA CONDENSED CONSOLIDATED STATEMENTS OF OPERATIONS
For the year ended December 31, 2025
(In thousands, except per share data)
(Unaudited)
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As Reported |
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Chicago Portfolio Sale |
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Pro Forma |
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(c) |
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(d) |
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REVENUES |
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Rental and other property revenues |
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$ |
138,486 |
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$ |
(45,845 |
) |
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$ |
92,641 |
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OPERATING EXPENSES |
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Property operating expenses |
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68,355 |
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(17,417 |
) |
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50,938 |
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Depreciation and amortization |
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58,278 |
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(9,485 |
) |
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48,793 |
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General and administrative expenses |
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34,026 |
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— |
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34,026 |
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Impairment on real estate |
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147,456 |
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— |
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|
147,456 |
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Total operating expenses |
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308,115 |
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(26,902 |
) |
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281,213 |
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Interest income |
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8,646 |
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(10 |
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8,636 |
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Interest expense |
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(59,429 |
) |
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12,724 |
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(46,705 |
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Mezzanine investment income (loss), net |
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856 |
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— |
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|
856 |
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Realized and unrealized gains (losses) on interest rate contracts |
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(471 |
) |
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— |
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(471 |
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Realized and unrealized gains (losses) on equity investments |
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(5,790 |
) |
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— |
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(5,790 |
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Gain on dispositions of real estate |
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237,060 |
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— |
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|
237,060 |
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Credit loss expense |
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(22,899 |
) |
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— |
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(22,899 |
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Other income (expense), net |
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(4,192 |
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— |
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(4,192 |
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Income (loss) from continuing operations before income tax |
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(15,848 |
) |
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(6,229 |
) |
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(22,077 |
) |
Income tax benefit (expense) from continuing operations |
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57,595 |
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— |
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57,595 |
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Net income (loss) from continuing operations |
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41,747 |
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(6,229 |
) |
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35,518 |
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Net (income) loss from continuing operations attributable to redeemable noncontrolling interests in consolidated real estate partnerships |
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(13,237 |
) |
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— |
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(13,237 |
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Net (income) loss from continuing operations attributable to noncontrolling interests in consolidated real estate partnerships |
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(781 |
) |
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— |
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(781 |
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Net (income) loss from continuing operations attributable to common noncontrolling interests in Aimco Operating Partnership |
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(1,143 |
) |
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|
281 |
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|
(862 |
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Net income (loss) from continuing operations attributable to Aimco |
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$ |
26,586 |
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$ |
(5,948 |
) |
|
$ |
20,638 |
|
|
|
|
|
|
|
|
|
|
|
Net income (loss) from continuing operations attributable to Aimco per common share – basic |
|
$ |
0.20 |
|
|
|
|
|
$ |
0.15 |
|
Net income (loss) from continuing operations attributable to Aimco per common share – diluted |
|
$ |
0.19 |
|
|
|
|
|
$ |
0.15 |
|
|
|
|
|
|
|
|
|
|
|
Weighted-average common shares outstanding – basic |
|
|
138,347 |
|
|
|
|
|
|
138,347 |
|
Weighted-average common shares outstanding – diluted |
|
|
141,057 |
|
|
|
|
|
|
141,057 |
|
See accompanying notes to the pro forma condensed consolidated financial statements.
4
AIMCO OP L.P.
PRO FORMA CONDENSED CONSOLIDATED STATEMENTS OF OPERATIONS
For the year ended December 31, 2025
(In thousands, except per unit data)
(Unaudited)
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
As Reported |
|
|
Chicago Portfolio Sale |
|
|
Pro Forma |
|
|
|
(c) |
|
|
(d) |
|
|
|
|
REVENUES |
|
|
|
|
|
|
|
|
|
Rental and other property revenues |
|
$ |
138,486 |
|
|
$ |
(45,845 |
) |
|
$ |
92,641 |
|
|
|
|
|
|
|
|
|
|
|
OPERATING EXPENSES |
|
|
|
|
|
|
|
|
|
Property operating expenses |
|
|
68,355 |
|
|
|
(17,417 |
) |
|
|
50,938 |
|
Depreciation and amortization |
|
|
58,278 |
|
|
|
(9,485 |
) |
|
|
48,793 |
|
General and administrative expenses |
|
|
34,026 |
|
|
|
— |
|
|
|
34,026 |
|
Impairment on real estate |
|
|
147,456 |
|
|
|
— |
|
|
|
147,456 |
|
Total operating expenses |
|
|
308,115 |
|
|
|
(26,902 |
) |
|
|
281,213 |
|
|
|
|
|
|
|
|
|
|
|
Interest income |
|
|
8,646 |
|
|
|
(10 |
) |
|
|
8,636 |
|
Interest expense |
|
|
(59,429 |
) |
|
|
12,724 |
|
|
|
(46,705 |
) |
Mezzanine investment income (loss), net |
|
|
856 |
|
|
|
— |
|
|
|
856 |
|
Realized and unrealized gains (losses) on interest rate contracts |
|
|
(471 |
) |
|
|
— |
|
|
|
(471 |
) |
Realized and unrealized gains (losses) on equity investments |
|
|
(5,790 |
) |
|
|
— |
|
|
|
(5,790 |
) |
Gain on dispositions of real estate |
|
|
237,060 |
|
|
|
— |
|
|
|
237,060 |
|
Credit loss expense |
|
|
(22,899 |
) |
|
|
— |
|
|
|
(22,899 |
) |
Other income (expense), net |
|
|
(4,192 |
) |
|
|
— |
|
|
|
(4,192 |
) |
Income (loss) from continuing operations before income tax |
|
|
(15,848 |
) |
|
|
(6,229 |
) |
|
|
(22,077 |
) |
Income tax benefit (expense) from continuing operations |
|
|
57,595 |
|
|
|
— |
|
|
|
57,595 |
|
Net income (loss) from continuing operations |
|
|
41,747 |
|
|
|
(6,229 |
) |
|
|
35,518 |
|
Net (income) loss from continuing operations attributable to redeemable noncontrolling interests in consolidated real estate partnerships |
|
|
(13,237 |
) |
|
|
— |
|
|
|
(13,237 |
) |
Net (income) loss from continuing operations attributable to noncontrolling interests in consolidated real estate partnerships |
|
|
(781 |
) |
|
|
— |
|
|
|
(781 |
) |
Net income (loss) from continuing operations attributable to Aimco Operating
Partnership |
|
$ |
27,729 |
|
|
$ |
(6,229 |
) |
|
$ |
21,500 |
|
|
|
|
|
|
|
|
|
|
|
Net income (loss) from continuing operations attributable to Aimco Operating Partnership per common unit – basic |
|
$ |
0.20 |
|
|
|
|
|
$ |
0.15 |
|
Net income (loss) from continuing operations attributable to Aimco Operating Partnership per common unit – diluted |
|
$ |
0.19 |
|
|
|
|
|
$ |
0.15 |
|
|
|
|
|
|
|
|
|
|
|
Weighted-average common units outstanding – basic |
|
|
144,871 |
|
|
|
|
|
|
144,871 |
|
Weighted-average common units outstanding – diluted |
|
|
147,581 |
|
|
|
|
|
|
147,581 |
|
See accompanying notes to the pro forma condensed consolidated financial statements.
5
APARTMENT INVESTMENT AND MANAGEMENT COMPANY
PRO FORMA CONDENSED CONSOLIDATED STATEMENTS OF OPERATIONS
For the year ended December 31, 2024
(In thousands, except per share data)
(Unaudited)
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
As Reported |
|
|
Chicago Portfolio Sale |
|
|
Pro Forma |
|
|
|
(c) |
|
|
(d) |
|
|
|
|
REVENUES |
|
|
|
|
|
|
|
|
|
Rental and other property revenues |
|
$ |
137,700 |
|
|
$ |
(44,445 |
) |
|
$ |
93,255 |
|
|
|
|
|
|
|
|
|
|
|
OPERATING EXPENSES |
|
|
|
|
|
|
|
|
|
Property operating expenses |
|
|
68,077 |
|
|
|
(16,447 |
) |
|
|
51,630 |
|
Depreciation and amortization |
|
|
77,133 |
|
|
|
(10,060 |
) |
|
|
67,073 |
|
General and administrative expenses |
|
|
32,837 |
|
|
|
— |
|
|
|
32,837 |
|
Total operating expenses |
|
|
178,047 |
|
|
|
(26,507 |
) |
|
|
151,540 |
|
|
|
|
|
|
|
|
|
|
|
Interest income |
|
|
9,643 |
|
|
|
(19 |
) |
|
|
9,624 |
|
Interest expense |
|
|
(59,364 |
) |
|
|
12,782 |
|
|
|
(46,582 |
) |
Mezzanine investment income (loss), net |
|
|
(2,432 |
) |
|
|
— |
|
|
|
(2,432 |
) |
Realized and unrealized gains (losses) on interest rate contracts |
|
|
1,752 |
|
|
|
— |
|
|
|
1,752 |
|
Realized and unrealized gains (losses) on equity investments |
|
|
(49,504 |
) |
|
|
— |
|
|
|
(49,504 |
) |
Gain on dispositions of real estate |
|
|
10,600 |
|
|
|
— |
|
|
|
10,600 |
|
Other income (expense), net |
|
|
(5,581 |
) |
|
|
— |
|
|
|
(5,581 |
) |
Income (loss) from continuing operations before income tax |
|
|
(135,233 |
) |
|
|
(5,175 |
) |
|
|
(140,408 |
) |
Income tax benefit (expense) from continuing operations |
|
|
11,071 |
|
|
|
— |
|
|
|
11,071 |
|
Net income (loss) from continuing operations |
|
|
(124,162 |
) |
|
|
(5,175 |
) |
|
|
(129,337 |
) |
Net (income) loss from continuing operations attributable to redeemable noncontrolling interests in consolidated real estate partnerships |
|
|
(13,958 |
) |
|
|
— |
|
|
|
(13,958 |
) |
Net (income) loss from continuing operations attributable to noncontrolling interests in consolidated real estate partnerships |
|
|
1,849 |
|
|
|
— |
|
|
|
1,849 |
|
Net (income) loss from continuing operations attributable to common noncontrolling interests in Aimco Operating Partnership |
|
|
7,119 |
|
|
|
272 |
|
|
|
7,391 |
|
Net income (loss) from continuing operations attributable to Aimco |
|
$ |
(129,152 |
) |
|
$ |
(4,903 |
) |
|
$ |
(134,055 |
) |
|
|
|
|
|
|
|
|
|
|
Net income (loss) from continuing operations attributable to Aimco per common share – basic |
|
$ |
(0.94 |
) |
|
|
|
|
$ |
(0.98 |
) |
Net income (loss) from continuing operations attributable to Aimco per common share – diluted |
|
$ |
(0.94 |
) |
|
|
|
|
$ |
(0.98 |
) |
|
|
|
|
|
|
|
|
|
|
Weighted-average common shares outstanding – basic |
|
|
138,496 |
|
|
|
|
|
|
138,496 |
|
Weighted-average common shares outstanding – diluted |
|
|
138,496 |
|
|
|
|
|
|
138,496 |
|
See accompanying notes to the pro forma condensed consolidated financial statements.
6
AIMCO OP L.P.
PRO FORMA CONDENSED CONSOLIDATED STATEMENTS OF OPERATIONS
For the year ended December 31, 2024
(In thousands, except per unit data)
(Unaudited)
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
As Reported |
|
|
Chicago Portfolio Sale |
|
|
Pro Forma |
|
|
|
(c) |
|
|
(d) |
|
|
|
|
REVENUES |
|
|
|
|
|
|
|
|
|
Rental and other property revenues |
|
$ |
137,700 |
|
|
$ |
(44,445 |
) |
|
$ |
93,255 |
|
|
|
|
|
|
|
|
|
|
|
OPERATING EXPENSES |
|
|
|
|
|
|
|
|
|
Property operating expenses |
|
|
68,077 |
|
|
|
(16,447 |
) |
|
|
51,630 |
|
Depreciation and amortization |
|
|
77,133 |
|
|
|
(10,060 |
) |
|
|
67,073 |
|
General and administrative expenses |
|
|
32,837 |
|
|
|
— |
|
|
|
32,837 |
|
Total operating expenses |
|
|
178,047 |
|
|
|
(26,507 |
) |
|
|
151,540 |
|
|
|
|
|
|
|
|
|
|
|
Interest income |
|
|
9,643 |
|
|
|
(19 |
) |
|
|
9,624 |
|
Interest expense |
|
|
(59,364 |
) |
|
|
12,782 |
|
|
|
(46,582 |
) |
Mezzanine investment income (loss), net |
|
|
(2,432 |
) |
|
|
— |
|
|
|
(2,432 |
) |
Realized and unrealized gains (losses) on interest rate contracts |
|
|
1,752 |
|
|
|
— |
|
|
|
1,752 |
|
Realized and unrealized gains (losses) on equity investments |
|
|
(49,504 |
) |
|
|
— |
|
|
|
(49,504 |
) |
Gain on dispositions of real estate |
|
|
10,600 |
|
|
|
— |
|
|
|
10,600 |
|
Other income (expense), net |
|
|
(5,581 |
) |
|
|
— |
|
|
|
(5,581 |
) |
Income (loss) from continuing operations before income tax |
|
|
(135,233 |
) |
|
|
(5,175 |
) |
|
|
(140,408 |
) |
Income tax benefit (expense) from continuing operations |
|
|
11,071 |
|
|
|
— |
|
|
|
11,071 |
|
Net income (loss) from continuing operations |
|
|
(124,162 |
) |
|
|
(5,175 |
) |
|
|
(129,337 |
) |
Net (income) loss from continuing operations attributable to redeemable noncontrolling interests in consolidated real estate partnerships |
|
|
(13,958 |
) |
|
|
— |
|
|
|
(13,958 |
) |
Net (income) loss from continuing operations attributable to noncontrolling interests in consolidated real estate partnerships |
|
|
1,849 |
|
|
|
— |
|
|
|
1,849 |
|
Net income (loss) from continuing operations attributable to Aimco Operating
Partnership |
|
$ |
(136,271 |
) |
|
$ |
(5,175 |
) |
|
$ |
(141,446 |
) |
|
|
|
|
|
|
|
|
|
|
Net income (loss) from continuing operations attributable to Aimco Operating Partnership per common unit – basic |
|
$ |
(0.94 |
) |
|
|
|
|
$ |
(0.98 |
) |
Net income (loss) from continuing operations attributable to Aimco Operating Partnership per common unit – diluted |
|
$ |
(0.94 |
) |
|
|
|
|
$ |
(0.98 |
) |
|
|
|
|
|
|
|
|
|
|
Weighted-average common units outstanding – basic |
|
|
146,120 |
|
|
|
|
|
|
146,120 |
|
Weighted-average common units outstanding – diluted |
|
|
146,120 |
|
|
|
|
|
|
146,120 |
|
See accompanying notes to the pro forma condensed consolidated financial statements.
7
APARTMENT INVESTMENT AND MANAGEMENT COMPANY
PRO FORMA CONDENSED CONSOLIDATED STATEMENTS OF OPERATIONS
For the year ended December 31, 2023
(In thousands, except per share data)
(Unaudited)
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
As Reported |
|
|
Chicago Portfolio Sale |
|
|
Pro Forma |
|
|
|
(c) |
|
|
(d) |
|
|
|
|
REVENUES |
|
|
|
|
|
|
|
|
|
Rental and other property revenues |
|
$ |
119,925 |
|
|
$ |
(42,193 |
) |
|
$ |
77,732 |
|
|
|
|
|
|
|
|
|
|
|
OPERATING EXPENSES |
|
|
|
|
|
|
|
|
|
Property operating expenses |
|
|
51,655 |
|
|
|
(15,055 |
) |
|
|
36,600 |
|
Depreciation and amortization |
|
|
58,118 |
|
|
|
(11,251 |
) |
|
|
46,867 |
|
General and administrative expenses |
|
|
32,865 |
|
|
|
— |
|
|
|
32,865 |
|
Total operating expenses |
|
|
142,638 |
|
|
|
(26,306 |
) |
|
|
116,332 |
|
|
|
|
|
|
|
|
|
|
|
Interest income |
|
|
9,715 |
|
|
|
(12 |
) |
|
|
9,703 |
|
Interest expense |
|
|
(26,922 |
) |
|
|
12,766 |
|
|
|
(14,156 |
) |
Mezzanine investment income (loss), net |
|
|
(155,814 |
) |
|
|
— |
|
|
|
(155,814 |
) |
Realized and unrealized gains (losses) on interest rate contracts |
|
|
1,119 |
|
|
|
— |
|
|
|
1,119 |
|
Realized and unrealized gains (losses) on equity investments |
|
|
700 |
|
|
|
— |
|
|
|
700 |
|
Gain on dispositions of real estate |
|
|
7,984 |
|
|
|
— |
|
|
|
7,984 |
|
Other income (expense), net |
|
|
(7,657 |
) |
|
|
— |
|
|
|
(7,657 |
) |
Income (loss) from continuing operations before income tax |
|
|
(193,588 |
) |
|
|
(3,133 |
) |
|
|
(196,721 |
) |
Income tax benefit (expense) from continuing operations |
|
|
12,752 |
|
|
|
— |
|
|
|
12,752 |
|
Net income (loss) from continuing operations |
|
|
(180,836 |
) |
|
|
(3,133 |
) |
|
|
(183,969 |
) |
Net (income) loss from continuing operations attributable to redeemable noncontrolling interests in consolidated real estate partnerships |
|
|
(13,924 |
) |
|
|
— |
|
|
|
(13,924 |
) |
Net (income) loss from continuing operations attributable to noncontrolling interests in consolidated real estate partnerships |
|
|
(3,991 |
) |
|
|
— |
|
|
|
(3,991 |
) |
Net (income) loss from continuing operations attributable to common noncontrolling interests in Aimco Operating Partnership |
|
|
10,254 |
|
|
|
162 |
|
|
|
10,416 |
|
Net income (loss) from continuing operations attributable to Aimco |
|
$ |
(188,497 |
) |
|
$ |
(2,971 |
) |
|
$ |
(191,468 |
) |
|
|
|
|
|
|
|
|
|
|
Net income (loss) from continuing operations attributable to Aimco per common share – basic |
|
$ |
(1.32 |
) |
|
|
|
|
$ |
(1.33 |
) |
Net income (loss) from continuing operations attributable to Aimco per common share – diluted |
|
$ |
(1.32 |
) |
|
|
|
|
$ |
(1.33 |
) |
|
|
|
|
|
|
|
|
|
|
Weighted-average common shares outstanding – basic |
|
|
143,618 |
|
|
|
|
|
|
143,618 |
|
Weighted-average common shares outstanding – diluted |
|
|
143,618 |
|
|
|
|
|
|
143,618 |
|
See accompanying notes to the pro forma condensed consolidated financial statements.
8
AIMCO OP L.P.
PRO FORMA CONDENSED CONSOLIDATED STATEMENTS OF OPERATIONS
For the year ended December 31, 2023
(In thousands, except per unit data)
(Unaudited)
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
As Reported |
|
|
Chicago Portfolio Sale |
|
|
Pro Forma |
|
|
|
(c) |
|
|
(d) |
|
|
|
|
REVENUES |
|
|
|
|
|
|
|
|
|
Rental and other property revenues |
|
$ |
119,925 |
|
|
$ |
(42,193 |
) |
|
$ |
77,732 |
|
|
|
|
|
|
|
|
|
|
|
OPERATING EXPENSES |
|
|
|
|
|
|
|
|
|
Property operating expenses |
|
|
51,655 |
|
|
|
(15,055 |
) |
|
|
36,600 |
|
Depreciation and amortization |
|
|
58,118 |
|
|
|
(11,251 |
) |
|
|
46,867 |
|
General and administrative expenses |
|
|
32,865 |
|
|
|
— |
|
|
|
32,865 |
|
Total operating expenses |
|
|
142,638 |
|
|
|
(26,306 |
) |
|
|
116,332 |
|
|
|
|
|
|
|
|
|
|
|
Interest income |
|
|
9,715 |
|
|
|
(12 |
) |
|
|
9,703 |
|
Interest expense |
|
|
(26,922 |
) |
|
|
12,766 |
|
|
|
(14,156 |
) |
Mezzanine investment income (loss), net |
|
|
(155,814 |
) |
|
|
— |
|
|
|
(155,814 |
) |
Realized and unrealized gains (losses) on interest rate contracts |
|
|
1,119 |
|
|
|
— |
|
|
|
1,119 |
|
Realized and unrealized gains (losses) on equity investments |
|
|
700 |
|
|
|
— |
|
|
|
700 |
|
Gain on dispositions of real estate |
|
|
7,984 |
|
|
|
— |
|
|
|
7,984 |
|
Other income (expense), net |
|
|
(7,657 |
) |
|
|
— |
|
|
|
(7,657 |
) |
Income (loss) from continuing operations before income tax |
|
|
(193,588 |
) |
|
|
(3,133 |
) |
|
|
(196,721 |
) |
Income tax benefit (expense) from continuing operations |
|
|
12,752 |
|
|
|
— |
|
|
|
12,752 |
|
Net income (loss) from continuing operations |
|
|
(180,836 |
) |
|
|
(3,133 |
) |
|
|
(183,969 |
) |
Net (income) loss from continuing operations attributable to redeemable noncontrolling interests in consolidated real estate partnerships |
|
|
(13,924 |
) |
|
|
— |
|
|
|
(13,924 |
) |
Net (income) loss from continuing operations attributable to noncontrolling interests in consolidated real estate partnerships |
|
|
(3,991 |
) |
|
|
— |
|
|
|
(3,991 |
) |
Net income (loss) from continuing operations attributable to Aimco Operating
Partnership |
|
$ |
(198,751 |
) |
|
$ |
(3,133 |
) |
|
$ |
(201,884 |
) |
|
|
|
|
|
|
|
|
|
|
Net income (loss) from continuing operations attributable to Aimco Operating Partnership per common unit – basic |
|
$ |
(1.32 |
) |
|
|
|
|
$ |
(1.33 |
) |
Net income (loss) from continuing operations attributable to Aimco Operating Partnership per common unit – diluted |
|
$ |
(1.32 |
) |
|
|
|
|
$ |
(1.33 |
) |
|
|
|
|
|
|
|
|
|
|
Weighted-average common units outstanding – basic |
|
|
151,371 |
|
|
|
|
|
|
151,371 |
|
Weighted-average common units outstanding – diluted |
|
|
151,371 |
|
|
|
|
|
|
151,371 |
|
See accompanying notes to the pro forma condensed consolidated financial statements.
9
APARTMENT INVESTMENT AND MANAGEMENT COMPANY AND AIMCO OP L.P
NOTES TO PRO FORMA CONDENSED CONSOLIDATED FINANCIAL STATEMENTS
(UNAUDITED)
Pro Forma Adjustments
(a) Reflects our consolidated balance sheet as of December 31, 2025, as presented in the historical financial statements and notes thereto in our Annual Report on Form 10-K for the period ended December 31, 2025.
(b) Reflects the historical financial position of the properties included in the Chicago Portfolio as of December 31, 2025, in addition to certain pro forma adjustments described below that are a direct result of the transaction.
(b1) Reflects the assets and liabilities, inclusive of estimated net working capital as defined in the Agreement, transferred upon the Chicago Portfolio Sale.
(b2) The following table summarizes the estimated net cash proceeds upon the Chicago Portfolio Sale:
|
|
|
|
Sales price |
$ |
455,000 |
|
Less: Principal debt assumed by Purchaser |
|
(282,491 |
) |
Less: Estimated transaction costs at time of closing |
|
(8,989 |
) |
Less: Estimated working capital adjustment |
|
(10,903 |
) |
Estimated net cash proceeds at time of closing |
$ |
152,617 |
|
Less: Transaction costs paid prior to closing |
|
(503 |
) |
Estimated net cash proceeds |
$ |
152,114 |
|
(b3) Reflects non-recourse property debt encumbering the Chicago Portfolio. The aggregate principal amount of the debt was assumed by the Purchaser at closing.
(b4) Reflects the estimated gain on sale we would have recognized upon completion of the sale transaction as if the sale occurred as of December 31, 2025, offset by the write-off of debt issuance costs, calculated as follows:
|
|
|
|
Sales price |
$ |
455,000 |
|
Less: Estimated transaction costs and other adjustments |
|
(8,989 |
) |
Less: Transaction costs paid prior to closing |
|
(503 |
) |
Less: Chicago Portfolio basis |
|
(117,762 |
) |
Pro forma gain on sale |
$ |
327,746 |
|
Less: Write-off of debt issuance costs |
|
(1,188 |
) |
Net impact to total equity and total partners' capital |
$ |
326,558 |
|
(c) Reflects our consolidated results of operations for the years ended December 31, 2025, 2024, and 2023, as presented in the historical financial statements and notes thereto in our Annual Report on Form 10-K for the year ended December 31, 2025.
(d) Reflects historical revenues and expenses of the properties included in the Chicago Portfolio Sale, and associated non-recourse property debt, for the years ended December 31, 2025, 2024, and 2023. The pro forma gain on sale of the Chicago Portfolio has not been reflected in the unaudited pro forma condensed consolidated statements of operations as this amount pertains to discontinued operations and, therefore, does not impact income from continuing operations.
