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SECURITIES AND EXCHANGE COMMISSION
þ | QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 |
o | TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 |
Maryland | 84-1259577 | |
(State or other jurisdiction of | (I.R.S. Employer | |
incorporation or organization) | Identification No.) | |
4582 South Ulster Street Parkway, Suite 1100 | ||
Denver, Colorado | 80237 | |
(Address of principal executive offices) | (Zip Code) |
(Registrant’s telephone number, including area code)
(Former name, former address, and former fiscal year, if changed since last report)
Large accelerated filerþ | Accelerated filero | Non-accelerated filero | Smaller reporting companyo | |||
(Do not check if a smaller reporting company) |
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Exhibit 31.1 | ||||||||
Exhibit 31.2 | ||||||||
Exhibit 32.1 | ||||||||
Exhibit 32.2 | ||||||||
Exhibit 99.1 |
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(In thousands, except share data)
(Unaudited)
June 30, | December 31, | |||||||
2008 | 2007 | |||||||
ASSETS | ||||||||
Real estate: | ||||||||
Buildings and improvements | $ | 9,275,563 | $ | 8,944,353 | ||||
Land | 2,551,108 | 2,542,322 | ||||||
Total real estate | 11,826,671 | 11,486,675 | ||||||
Less accumulated depreciation | (2,962,147 | ) | (2,747,403 | ) | ||||
Net real estate | 8,864,524 | 8,739,272 | ||||||
Cash and cash equivalents | 330,163 | 210,461 | ||||||
Restricted cash | 316,892 | 316,233 | ||||||
Accounts receivable, net | 78,439 | 71,463 | ||||||
Accounts receivable from affiliates, net | 32,420 | 34,958 | ||||||
Deferred financing costs, net | 68,768 | 74,166 | ||||||
Notes receivable from unconsolidated real estate partnerships, net | 31,869 | 35,186 | ||||||
Notes receivable from non-affiliates, net | 147,635 | 143,054 | ||||||
Investment in unconsolidated real estate partnerships | 106,388 | 117,217 | ||||||
Other assets | 192,851 | 207,857 | ||||||
Deferred income tax assets, net | 11,059 | 14,426 | ||||||
Assets held for sale | 145,670 | 642,239 | ||||||
Total assets | $ | 10,326,678 | $ | 10,606,532 | ||||
LIABILITIES AND STOCKHOLDERS’ EQUITY | ||||||||
Property tax-exempt bond financing | $ | 910,300 | $ | 901,985 | ||||
Property loans payable | 5,809,951 | 5,563,703 | ||||||
Term loans | 475,000 | 475,000 | ||||||
Credit facility | 145,000 | — | ||||||
Other borrowings | 87,839 | 75,057 | ||||||
Total indebtedness | 7,428,090 | 7,015,745 | ||||||
Accounts payable | 30,931 | 56,792 | ||||||
Accrued liabilities and other | 366,197 | 449,485 | ||||||
Deferred income | 205,494 | 201,498 | ||||||
Security deposits | 48,450 | 45,622 | ||||||
Liabilities related to assets held for sale | 113,723 | 532,645 | ||||||
Total liabilities | 8,192,885 | 8,301,787 | ||||||
Minority interest in consolidated real estate partnerships | 415,835 | 441,778 | ||||||
Minority interest in Aimco Operating Partnership | 124,337 | 113,263 | ||||||
Commitments and contingencies (Note 5) | ||||||||
Stockholders’ equity: | ||||||||
Preferred Stock, perpetual | 723,500 | 723,500 | ||||||
Class A Common Stock, $0.01 par value, 426,157,736 shares authorized, 87,431,180 and 96,130,586 shares issued and outstanding, at June 30, 2008 and December 31, 2007, respectively | 874 | 961 | ||||||
Additional paid-in capital | 2,740,890 | 3,049,417 | ||||||
Notes due on common stock purchases | (4,125 | ) | (5,441 | ) | ||||
Distributions in excess of earnings | (1,867,518 | ) | (2,018,733 | ) | ||||
Total stockholders’ equity | 1,593,621 | 1,749,704 | ||||||
Total liabilities and stockholders’ equity | $ | 10,326,678 | $ | 10,606,532 | ||||
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(In thousands, except per share data)
(Unaudited)
Three Months Ended | Six Months Ended | |||||||||||||||
June 30, | June 30, | |||||||||||||||
2008 | 2007 | 2008 | 2007 | |||||||||||||
REVENUES: | ||||||||||||||||
Rental and other property revenues | $ | 384,191 | $ | 372,289 | $ | 768,354 | $ | 734,645 | ||||||||
Property management revenues, primarily from affiliates | 1,415 | 1,271 | 3,519 | 3,367 | ||||||||||||
Asset management and tax credit revenues | 38,175 | 15,178 | 51,027 | 26,808 | ||||||||||||
Total revenues | 423,781 | 388,738 | 822,900 | 764,820 | ||||||||||||
OPERATING EXPENSES: | ||||||||||||||||
Property operating expenses | 174,158 | 168,992 | 361,441 | 336,618 | ||||||||||||
Property management expenses | 1,187 | 2,452 | 2,457 | 3,935 | ||||||||||||
Investment management expenses | 5,728 | 5,521 | 10,017 | 9,987 | ||||||||||||
Depreciation and amortization | 120,692 | 110,743 | 239,086 | 221,923 | ||||||||||||
General and administrative expenses | 27,064 | 24,024 | 48,488 | 46,100 | ||||||||||||
Other expenses (income), net | 5,459 | (3,128 | ) | 10,297 | (379 | ) | ||||||||||
Total operating expenses | 334,288 | 308,604 | 671,786 | 618,184 | ||||||||||||
Operating income | 89,493 | 80,134 | 151,114 | 146,636 | ||||||||||||
Interest income | 718 | 10,107 | 9,114 | 20,154 | ||||||||||||
Provision for losses on notes receivable, net | (534 | ) | (735 | ) | (1,693 | ) | (2,278 | ) | ||||||||
Interest expense | (102,365 | ) | (95,578 | ) | (203,677 | ) | (190,586 | ) | ||||||||
Deficit distributions to minority partners, net | (1,265 | ) | (1,554 | ) | (5,276 | ) | (2,482 | ) | ||||||||
Equity in (losses) earnings of unconsolidated real estate partnerships | (843 | ) | 930 | (1,872 | ) | (2,055 | ) | |||||||||
Provision for real estate impairment losses | (2,518 | ) | — | (2,518 | ) | — | ||||||||||
Gain on dispositions of unconsolidated real estate and other | 139 | 602 | 129 | 21,068 | ||||||||||||
Loss before minority interests and discontinued operations | (17,175 | ) | (6,094 | ) | (54,679 | ) | (9,543 | ) | ||||||||
Minority interests: | ||||||||||||||||
Minority interest in consolidated real estate partnerships | (2,352 | ) | (85 | ) | 4,590 | (3,793 | ) | |||||||||
Minority interest in Aimco Operating Partnership, preferred | (1,925 | ) | (1,782 | ) | (3,707 | ) | (3,564 | ) | ||||||||
Minority interest in Aimco Operating Partnership, common | 3,437 | 2,240 | 7,908 | 4,661 | ||||||||||||
Total minority interests | (840 | ) | 373 | 8,791 | (2,696 | ) | ||||||||||
Loss from continuing operations | (18,015 | ) | (5,721 | ) | (45,888 | ) | (12,239 | ) | ||||||||
Income from discontinued operations, net | 274,054 | 25,050 | 277,381 | 56,776 | ||||||||||||
Net income | 256,039 | 19,329 | 231,493 | 44,537 | ||||||||||||
Net income attributable to preferred stockholders | 13,670 | 16,346 | 27,878 | 32,694 | ||||||||||||
Net income attributable to common stockholders | $ | 242,369 | $ | 2,983 | $ | 203,615 | $ | 11,843 | ||||||||
Earnings (loss) per common share — basic: | ||||||||||||||||
Loss from continuing operations (net of preferred dividends) | $ | (0.36 | ) | $ | (0.22 | ) | $ | (0.83 | ) | $ | (0.45 | ) | ||||
Income from discontinued operations | 3.12 | 0.25 | 3.11 | 0.57 | ||||||||||||
Net income attributable to common stockholders | $ | 2.76 | $ | 0.03 | $ | 2.28 | $ | 0.12 | ||||||||
Earnings (loss) per common share — diluted: | ||||||||||||||||
Loss from continuing operations (net of preferred dividends) | $ | (0.36 | ) | $ | (0.22 | ) | $ | (0.83 | ) | $ | (0.45 | ) | ||||
Income from discontinued operations | 3.12 | 0.25 | 3.11 | 0.57 | ||||||||||||
Net income attributable to common stockholders | $ | 2.76 | $ | 0.03 | $ | 2.28 | $ | 0.12 | ||||||||
Weighted average common shares outstanding | 87,790 | 100,494 | 89,381 | 100,494 | ||||||||||||
Weighted average common shares and equivalents outstanding | 87,790 | 100,494 | 89,381 | 100,494 | ||||||||||||
Dividends declared per common share | $ | 0.60 | $ | 0.57 | $ | 0.60 | $ | 0.57 | ||||||||
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(In thousands)
(Unaudited)
Six Months | ||||||||
Ended June 30, | ||||||||
2008 | 2007 | |||||||
CASH FLOWS FROM OPERATING ACTIVITIES: | ||||||||
Net income | $ | 231,493 | $ | 44,537 | ||||
Adjustments to reconcile net income to net cash provided by operating activities: | ||||||||
Depreciation and amortization | 239,086 | 221,923 | ||||||
Discontinued operations | (272,850 | ) | (26,785 | ) | ||||
Other adjustments | 30,173 | (23,866 | ) | |||||
Net changes in operating assets and operating liabilities | 12,731 | (23,171 | ) | |||||
Net cash provided by operating activities | 240,633 | 192,638 | ||||||
CASH FLOWS FROM INVESTING ACTIVITIES: | ||||||||
Purchases of real estate | (56,534 | ) | (174,991 | ) | ||||
Capital expenditures | (307,378 | ) | (268,608 | ) | ||||
Proceeds from dispositions of real estate | 856,932 | 259,631 | ||||||
Change in funds held in escrow from tax-free exchanges | 345 | 9,975 | ||||||
Purchases of partnership interests and other assets | (20,131 | ) | (25,451 | ) | ||||
Originations of notes receivable from unconsolidated real estate partnerships | (4,864 | ) | (8,640 | ) | ||||
Proceeds from repayment of notes receivable | 5,044 | 14,152 | ||||||
Distributions from investments in unconsolidated real estate partnerships | — | 1,814 | ||||||
Other investing activities | 310 | 5,154 | ||||||
Net cash provided by (used in) investing activities | 473,724 | (186,964 | ) | |||||
CASH FLOWS FROM FINANCING ACTIVITIES: | ||||||||
Proceeds from property loans | 455,523 | 791,330 | ||||||
Principal repayments on property loans | (600,683 | ) | (528,459 | ) | ||||
Proceeds from tax exempt bond financing | 21,200 | 82,350 | ||||||
Principal repayments on tax-exempt bond financing | (32,495 | ) | (58,659 | ) | ||||
Net borrowings on revolving credit facility | 145,000 | 14,000 | ||||||
Repurchases of Class A Common Stock | (352,306 | ) | (136,603 | ) | ||||
Proceeds from Class A Common Stock option exercises | 440 | 53,232 | ||||||
Payment of Class A Common Stock dividends | (107,808 | ) | (116,363 | ) | ||||
Payment of preferred stock dividends | (27,903 | ) | (32,720 | ) | ||||
Payment of distributions to minority interest | (109,654 | ) | (42,178 | ) | ||||
Other financing activities | 14,031 | (3,401 | ) | |||||
Net cash (used in) provided by financing activities | (594,655 | ) | 22,529 | |||||
NET INCREASE IN CASH AND CASH EQUIVALENTS | 119,702 | 28,203 | ||||||
CASH AND CASH EQUIVALENTS AT BEGINNING OF PERIOD | 210,461 | 229,824 | ||||||
CASH AND CASH EQUIVALENTS AT END OF PERIOD | $ | 330,163 | $ | 258,027 | ||||
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June 30, 2008
(Unaudited)
• | owned an equity interest in and consolidated 140,750 units in 614 properties (which we refer to as “consolidated”), of which 139,259 units were also managed by us; | ||
• | owned an equity interest in and did not consolidate 10,662 units in 91 properties (which we refer to as “unconsolidated”), of which 5,009 units were also managed by us; and | ||
• | provided services for or managed 37,260 units in 409 properties, primarily pursuant to long-term agreements (including 34,038 units in 374 properties for which we provide asset management services only, and not also property management services). In certain cases we may indirectly own generally less than one percent of the operations of such properties through a partnership syndication or other fund. |
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Level 1 - | Unadjusted quoted prices for identical and unrestricted assets or liabilities in active markets | |
Level 2 - | Quoted prices for similar assets and liabilities in active markets, and inputs that are observable for the asset or liability, either directly or indirectly, for substantially the full term of the financial instrument | |
Level 3 - | Unobservable inputs that are significant to the fair value measurement |
Fair Value | ||
Measurement | Valuation Methodologies | |
Notes receivable | We assess the collectibility of notes receivable on a periodic basis, which assessment consists primarily of an evaluation of cash flow projections of the borrower to determine whether estimated cash flows are sufficient to repay principal and interest in accordance with the contractual terms of the note. We recognize impairments on notes receivable when it is probable that principal and interest will not be received in accordance with the contractual terms of the loan. The amount of the impairment to be recognized generally is based on the fair value of the real estate, the collateral for the loan, which represents the primary source of loan repayment. The fair value of the collateral, such as real estate or interests in real estate partnerships, is estimated through income and market valuation approaches using information such as broker estimates, purchase prices for recent transactions on comparable assets and net operating income capitalization analyses using observable and unobservable inputs such as capitalization rates, asset quality grading, geographic location analysis, and local supply and demand observations. | |
Total rate of return swaps | Our total rate of return swaps have contractually-defined termination values generally equal to the difference between the fair value and the counterparty’s purchased value of the underlying borrowings. Upon termination, we are required to pay the counterparty the difference if the fair value is less than the purchased value, and the counterparty is required to pay us the difference if the fair value is greater than the purchased value. The underlying borrowings are generally callable, at our option, at face value prior to maturity and with no prepayment penalty. Due to our control of the call features in the underlying borrowings, we believe the inherent value of any differential between the fixed and variable cash payments due under the swaps would be significantly discounted by a market participant willing to purchase or assume any rights and obligations under these contracts. |
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Fair Value | ||
Measurement | Valuation Methodologies | |
Total rate of return swaps (continued) | The swaps are generally cross-collateralized with other swap contracts with the same counterparty and do not allow transfer or assignment, thus there is no alternate or secondary market for these instruments. Accordingly, our assumptions of the fair value that a willing market participant would assign in valuing these instruments are based on a hypothetical market in which the highest and best use of these contracts is in-use in combination with the related borrowings, similar to how we utilize the contracts. Based on these assumptions, we believe the termination value, or exit value, of the swaps approximates the fair value that would be assigned by a willing market participant. We calculate the termination value using a market approach by reference to estimates of the fair value of the underlying borrowings, which are discussed below, and an evaluation of potential changes in the credit quality of the counterparties to these arrangements. We compare our estimates of fair value of the swaps and related borrowings to valuations provided by the counterparties on a quarterly basis. | |
Our method for calculating fair value of the swaps generally results in changes in fair value equal to the changes in fair value of the related borrowings. We believe these instruments are highly effective in offsetting the changes in fair value of the borrowings during the hedging period. | ||
Changes in fair value of borrowings subject to total rate of return swaps | We recognize changes in the fair value of certain borrowings subject to total rate of return swaps, which we have designated as fair value hedges in accordance with Statement of Financial Accounting Standards No. 133,Accounting for Derivative Instruments and Hedging Activities, or SFAS 133. | |
We estimate the fair value of debt instruments using an income and market approach, including comparison of the contractual terms to observable and unobservable inputs such as market interest rate risk spreads, collateral quality and loan-to-value ratios on similarly encumbered assets within our portfolio. These borrowings are collateralized and non-recourse to us; therefore, we believe changes in our credit rating will not materially affect a market participant’s estimate of the borrowings’ fair value. |
Assets (Liabilities) | ||||
Total rate of return swaps | $ | (15,929 | ) | |
Cumulative reduction of carrying amount of debt instruments subject to total rate of return swaps | $ | 15,929 |
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Unrealized | Realized gains | |||||||||||||||
Fair value at | Gains (Losses) | (losses) | Fair value at | |||||||||||||
December 31, | included in | included in | June 30, | |||||||||||||
2007 | earnings (1) | earnings (2) | 2008 | |||||||||||||
Total rate of return swaps | $ | (9,420 | ) | $ | (6,509 | )(3) | $ | — | $ | (15,929 | ) | |||||
Changes in fair value of debt instruments subject to total rate of return swaps | 9,420 | 6,509 | (3) | — | 15,929 | |||||||||||
Total | $ | — | $ | — | $ | — | $ | — | ||||||||
(1) | Unrealized gains (losses) relate to periodic revaluations of fair value and have not resulted from the settlement of a swap position. | |
(2) | For total rate of return swaps, realized gains (losses) occur upon the settlement, resulting from the repayment of the underlying borrowings or the early termination of the swap, and include any net amounts paid or received upon such settlement. | |
(3) | Included in interest expense in the accompanying condensed consolidated statements of income. |
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June 30, | December 31, | |||||||
2008 | 2007 | |||||||
Real estate, net | $ | 142,674 | $ | 633,212 | ||||
Other assets | 2,996 | 9,027 | ||||||
Assets held for sale | $ | 145,670 | $ | 642,239 | ||||
Property debt | $ | 112,588 | $ | 527,653 | ||||
Other liabilities | 1,135 | 4,992 | ||||||
Liabilities related to assets held for sale | $ | 113,723 | $ | 532,645 | ||||
Three Months Ended | Six Months Ended | |||||||||||||||
June 30, | June 30, | |||||||||||||||
2008 | 2007 | 2008 | 2007 | |||||||||||||
Rental and other property revenues | $ | 36,207 | $ | 54,288 | $ | 76,661 | $ | 113,452 | ||||||||
Property operating expenses | (19,606 | ) | (25,774 | ) | (40,214 | ) | (56,990 | ) | ||||||||
Depreciation and amortization | (5,884 | ) | (12,662 | ) | (15,939 | ) | (26,985 | ) | ||||||||
Other expenses, net | (2,271 | ) | (651 | ) | (2,498 | ) | (1,885 | ) | ||||||||
Operating income | 8,446 | 15,201 | 18,010 | 27,592 | ||||||||||||
Interest income | 39 | 367 | 340 | 782 | ||||||||||||
Interest expense | (5,383 | ) | (9,842 | ) | (12,695 | ) | (22,607 | ) | ||||||||
Gain on extinguishment of debt | — | — | — | 22,852 | ||||||||||||
Minority interest in consolidated real estate partnerships | 257 | 35 | 174 | (2,064 | ) | |||||||||||
Income before gain on dispositions of real estate, impairment losses, deficit distributions to minority partners, income tax and minority interest in Aimco Operating Partnership | 3,359 | 5,761 | 5,829 | 26,555 | ||||||||||||
Gain on dispositions of real estate, net of minority partners’ interest | 314,025 | 24,311 | 315,350 | 39,901 | ||||||||||||
Real estate impairment (losses) recoveries, net | (4,018 | ) | 60 | (4,018 | ) | (783 | ) | |||||||||
Recovery of deficit distributions (deficit distributions) to minority partners | 7,701 | 81 | 7,510 | (321 | ) | |||||||||||
Income tax arising from dispositions | (17,149 | ) | (2,597 | ) | (17,063 | ) | (2,761 | ) | ||||||||
Minority interest in Aimco Operating Partnership | (29,864 | ) | (2,566 | ) | (30,227 | ) | (5,815 | ) | ||||||||
Income from discontinued operations, net | $ | 274,054 | $ | 25,050 | $ | 277,381 | $ | 56,776 | ||||||||
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Three Months Ended | Six Months Ended | |||||||||||||||
June 30, | June 30, | |||||||||||||||
2008 | 2007 | 2008 | 2007 | |||||||||||||
Numerator: | ||||||||||||||||
Loss from continuing operations | $ | (18,015 | ) | $ | (5,721 | ) | $ | (45,888 | ) | $ | (12,239 | ) | ||||
Less net income attributable to preferred stockholders | (13,670 | ) | (16,346 | ) | (27,878 | ) | (32,694 | ) | ||||||||
Numerator for basic and diluted earnings per share — Loss from continuing operations (net of income attributable to preferred stockholders) | $ | (31,685 | ) | $ | (22,067 | ) | $ | (73,766 | ) | $ | (44,933 | ) | ||||
Income from discontinued operations | $ | 274,054 | $ | 25,050 | $ | 277,381 | $ | 56,776 | ||||||||
Net income | $ | 256,039 | $ | 19,329 | $ | 231,493 | $ | 44,537 | ||||||||
Less net income attributable to preferred stockholders | (13,670 | ) | (16,346 | ) | (27,878 | ) | (32,694 | ) | ||||||||
Numerator for basic and diluted earnings per share — Net income attributable to common stockholders | $ | 242,369 | $ | 2,983 | $ | 203,615 | $ | 11,843 | ||||||||
Denominator: | ||||||||||||||||
Denominator for basic earnings per share — weighted average number of shares of Common Stock outstanding | 87,790 | 100,494 | 89,381 | 100,494 | ||||||||||||
Effect of dilutive securities: | ||||||||||||||||
Dilutive potential common shares | — | — | — | — | ||||||||||||
Denominator for diluted earnings per share | 87,790 | 100,494 | 89,381 | 100,494 | ||||||||||||
Earnings (loss) per common share: | ||||||||||||||||
Basic earnings (loss) per common share: | ||||||||||||||||
Loss from continuing operations (net of income attributable to preferred stockholders) | $ | (0.36 | ) | $ | (0.22 | ) | $ | (0.83 | ) | $ | (0.45 | ) | ||||
Income from discontinued operations | 3.12 | 0.25 | 3.11 | 0.57 | ||||||||||||
Net income attributable to common stockholders | $ | 2.76 | $ | 0.03 | $ | 2.28 | $ | 0.12 | ||||||||
Diluted earnings (loss) per common share: | ||||||||||||||||
Loss from continuing operations (net of income attributable to preferred stockholders) | $ | (0.36 | ) | $ | (0.22 | ) | $ | (0.83 | ) | $ | (0.45 | ) | ||||
Income from discontinued operations | 3.12 | 0.25 | 3.11 | 0.57 | ||||||||||||
Net income attributable to common stockholders | $ | 2.76 | $ | 0.03 | $ | 2.28 | $ | 0.12 | ||||||||
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Investment | Corporate | |||||||||||||||
Real Estate | Management | (Not Allocated | ||||||||||||||
Segment | Segment | to Segments) | Total | |||||||||||||
Three Months Ended June 30, 2008: | ||||||||||||||||
Rental and other property revenues | $ | 384,191 | $ | — | $ | — | $ | 384,191 | ||||||||
Property management revenues, primarily from affiliates | 1,415 | — | — | 1,415 | ||||||||||||
Asset management and tax credit revenues | — | 38,175 | — | 38,175 | ||||||||||||
Total revenues | 385,606 | 38,175 | — | 423,781 | ||||||||||||
Property operating expenses | 174,158 | — | — | 174,158 | ||||||||||||
Property management expenses | 1,187 | — | — | 1,187 | ||||||||||||
Investment management expenses | — | 5,728 | — | 5,728 | ||||||||||||
Depreciation and amortization (1) | — | — | 120,692 | 120,692 | ||||||||||||
General and administrative expenses | — | — | 27,064 | 27,064 | ||||||||||||
Other expenses, net | — | — | 5,459 | 5,459 | ||||||||||||
Total operating expenses | 175,345 | 5,728 | 153,215 | 334,288 | ||||||||||||
Net operating income (loss) | 210,261 | 32,447 | (153,215 | ) | 89,493 | |||||||||||
Other items included in continuing operations (2) | — | (1,185 | ) | (106,323 | ) | (107,508 | ) | |||||||||
Income (loss) from continuing operations | $ | 210,261 | $ | 31,262 | $ | (259,538 | ) | $ | (18,015 | ) | ||||||
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Investment | Corporate | |||||||||||||||
Real Estate | Management | (Not Allocated | ||||||||||||||
Segment | Segment | to Segments) | Total | |||||||||||||
Three Months Ended June 30, 2007: | ||||||||||||||||
Rental and other property revenues | $ | 372,289 | $ | — | $ | — | $ | 372,289 | ||||||||
Property management revenues, primarily from affiliates | 1,271 | — | — | 1,271 | ||||||||||||
Asset management and tax credit revenues | — | 15,178 | — | 15,178 | ||||||||||||
Total revenues | 373,560 | 15,178 | — | 388,738 | ||||||||||||
Property operating expenses | 168,992 | — | — | 168,992 | ||||||||||||
Property management expenses | 2,452 | — | — | 2,452 | ||||||||||||
Investment management expenses | — | 5,521 | — | 5,521 | ||||||||||||
Depreciation and amortization (1) | — | — | 110,743 | 110,743 | ||||||||||||
General and administrative expenses | — | — | 24,024 | 24,024 | ||||||||||||
Other income, net | — | — | (3,128 | ) | (3,128 | ) | ||||||||||
Total operating expenses | 171,444 | 5,521 | 131,639 | 308,604 | ||||||||||||
Net operating income (loss) | 202,116 | 9,657 | (131,639 | ) | 80,134 | |||||||||||
Other items included in continuing operations (2) | — | 2,512 | (88,367 | ) | (85,855 | ) | ||||||||||
Income (loss) from continuing operations | $ | 202,116 | $ | 12,169 | $ | (220,006 | ) | $ | (5,721 | ) | ||||||
Investment | Corporate | |||||||||||||||
Real Estate | Management | (Not Allocated | ||||||||||||||
Segment | Segment | to Segments) | Total | |||||||||||||
Six Months Ended June 30, 2008: | ||||||||||||||||
Rental and other property revenues | $ | 768,354 | $ | — | $ | — | $ | 768,354 | ||||||||
Property management revenues, primarily from affiliates | 3,519 | — | — | 3,519 | ||||||||||||
Asset management and tax credit revenues | — | 51,027 | — | 51,027 | ||||||||||||
Total revenues | 771,873 | 51,027 | — | 822,900 | ||||||||||||
Property operating expenses | 361,441 | — | — | 361,441 | ||||||||||||
Property management expenses | 2,457 | — | — | 2,457 | ||||||||||||
Investment management expenses | — | 10,017 | — | 10,017 | ||||||||||||
Depreciation and amortization (1) | — | — | 239,086 | 239,086 | ||||||||||||
General and administrative expenses | — | — | 48,488 | 48,488 | ||||||||||||
Other expenses, net | — | — | 10,297 | 10,297 | ||||||||||||
Total operating expenses | 363,898 | 10,017 | 297,871 | 671,786 | ||||||||||||
Net operating income (loss) | 407,975 | 41,010 | (297,871 | ) | 151,114 | |||||||||||
Other items included in continuing operations (2) | — | 1,814 | (198,816 | ) | (197,002 | ) | ||||||||||
Income (loss) from continuing operations | $ | 407,975 | $ | 42,824 | $ | (496,687 | ) | $ | (45,888 | ) | ||||||
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Investment | Corporate | |||||||||||||||
Real Estate | Management | (Not Allocated | ||||||||||||||
Segment | Segment | to Segments) | Total | |||||||||||||
Six Months Ended June 30, 2007: | ||||||||||||||||
Rental and other property revenues | $ | 734,645 | $ | — | $ | — | $ | 734,645 | ||||||||
Property management revenues, primarily from affiliates | 3,367 | — | — | 3,367 | ||||||||||||
Asset management and tax credit revenues | — | 26,808 | — | 26,808 | ||||||||||||
Total revenues | 738,012 | 26,808 | — | 764,820 | ||||||||||||
Property operating expenses | 336,618 | — | — | 336,618 | ||||||||||||
Property management expenses | 3,935 | — | — | 3,935 | ||||||||||||
Investment management expenses | — | 9,987 | — | 9,987 | ||||||||||||
Depreciation and amortization (1) | — | — | 221,923 | 221,923 | ||||||||||||
General and administrative expenses | — | — | 46,100 | 46,100 | ||||||||||||
Other income, net | — | — | (379 | ) | (379 | ) | ||||||||||
Total operating expenses | 340,553 | 9,987 | 267,644 | 618,184 | ||||||||||||
Net operating income (loss) | 397,459 | 16,821 | (267,644 | ) | 146,636 | |||||||||||
Other items included in continuing operations (2) | — | 4,800 | (163,675 | ) | (158,875 | ) | ||||||||||
Income (loss) from continuing operations | $ | 397,459 | $ | 21,621 | $ | (431,319 | ) | $ | (12,239 | ) | ||||||
(1) | Our chief operating decision maker assesses the performance of real estate using, among other measures, net operating income, excluding depreciation and amortization. Accordingly, we do not allocate depreciation and amortization to the real estate segment. | |
(2) | Other items in continuing operations for the investment management segment include accretion income recognized on discounted notes receivable and other income items associated with transactional activities. Other items in continuing operations not allocated to segments include: (i) interest income and expense; (ii) recoveries of, or provisions for, losses on notes receivable and impairment of real estate, net; (iii) deficit distributions to minority partners; (iv) equity in losses of unconsolidated real estate partnerships; (v) gains on dispositions of unconsolidated real estate and other; and (vi) minority interests. |
Note 9 — Subsequent Events
Between July 1, 2008 and July 31, 2008, we repurchased 2,902,900 shares of Common Stock for cash totaling $100.0 million, or an average price of $34.45 per share (including commissions).
On July 18, 2008, the Aimco Operating Partnership declared a special cash distribution of $3.00 per unit payable on August 29, 2008, to holders of record of common OP Units and High Performance Units on July 28, 2008. The special distribution, totaling approximately $285.5 million will be paid on 95,151,333 common OP Units and High Performance Units, including 85,619,144 common OP Units held by us. The Aimco Operating Partnership plans to distribute to us common OP Units equal to the number of shares we issue pursuant to our corresponding special dividend (discussed below), in addition to approximately $51.3 million in cash. Holders of common OP Units other than us and holders of High Performance Units will receive the distribution entirely in cash, which totals $28.6 million.
Also on July 18, 2008, our Board of Directors declared a corresponding special dividend of $3.00 per share payable on August 29, 2008, to holders of record of our Common Stock on July 28, 2008. A portion of the special dividend in the amount of $0.60 per share represents payment of the regular dividend for the quarter ended June 30, 2008, and a portion in the amount of $2.40 per share represents an additional dividend associated with actual and projected taxable gains from property dispositions in 2008. Stockholders have the option to elect to receive payment of the special dividend in cash or shares, except that the aggregate amount of cash payable to all stockholders in the special dividend is limited to approximately $51.3 million plus cash paid in lieu of fractional shares. The special dividend, totaling approximately $256.8 million, will be paid on 85,619,144 shares issued and outstanding on the record date, which included 436,479 shares held by certain of our consolidated subsidiaries. We expect to pay approximately $205.5 million of the special dividend through the issuance of shares of Common Stock, which will be determined based on the average closing price of our Common Stock on August 21 and 22, 2008. Share and per share amounts disclosed in the accompanying condensed consolidated financial statements and notes thereto have not been retroactively adjusted for the effect of shares to be issued pursuant to this special dividend as the number of shares is not presently determinable. Such retroactive adjustments will be reflected in consolidated financial statements prepared subsequent to the payment date.
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• | an increase in income from discontinued operations, primarily related to higher net gains on sales of real estate; | ||
• | an increase in asset management and tax credit revenues, which is attributed to increases in promote income resulting from asset disposition activities; and | ||
• | an increase in net operating income from property operations, which is attributable to improved operating results of same store properties. |
• | an increase in interest expense, reflecting higher loan principal balances resulting from refinancings, offset by a reduction in interest rates; and | ||
• | a decrease in interest income, primarily related to an adjustment of accretion of discounted notes receivable and lower interest rates. |
• | an increase in income from discontinued operations, primarily related to higher net gains on sales of real estate; | ||
• | an increase in asset management and tax credit revenues, which is attributed to increases in promote income resulting from asset disposition activities; | ||
• | an increase in net operating income from property operations, which is attributable to improved operating results of same store properties; and | ||
• | changes in the effects of minority interests in our consolidated real estate partnerships. |
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• | an increase in interest expense, reflecting higher loan principal balances resulting from refinancings, offset by a reduction in interest rates; |
• | a decrease in interest income, primarily related to an adjustment of accretion of discounted notes receivable and lower interest rates; and |
• | the recognition in 2007 of deferred debt extinguishment gains in connection with the refinancing of certain mortgage loans that had been restructured in a 1997 bankruptcy settlement. |
Three Months Ended | Six Months Ended | |||||||||||||||
June 30, | June 30, | |||||||||||||||
2008 | 2007 | 2008 | 2007 | |||||||||||||
Real estate segment revenues: | ||||||||||||||||
Rental and other property revenues | $ | 384,191 | $ | 372,289 | $ | 768,354 | $ | 734,645 | ||||||||
Property management revenues, primarily from affiliates | 1,415 | 1,271 | 3,519 | 3,367 | ||||||||||||
385,606 | 373,560 | 771,873 | 738,012 | |||||||||||||
Real estate segment expenses: | ||||||||||||||||
Property operating expenses | 174,158 | 168,992 | 361,441 | 336,618 | ||||||||||||
Property management expenses | 1,187 | 2,452 | 2,457 | 3,935 | ||||||||||||
175,345 | 171,444 | 363,898 | 340,553 | |||||||||||||
Real estate segment net operating income | $ | 210,261 | $ | 202,116 | $ | 407,975 | $ | 397,459 | ||||||||
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Three Months Ended June 30, | ||||||||||||
2008 | 2007 | Change | ||||||||||
Consolidated same store revenues | $ | 256,529 | $ | 252,331 | 1.7 | % | ||||||
Consolidated same store expenses | 101,863 | 103,506 | -1.6 | % | ||||||||
Same store net operating income | 154,666 | 148,825 | 3.9 | % | ||||||||
Reconciling items (1) | 55,595 | 53,291 | 4.3 | % | ||||||||
Real estate segment net operating income | $ | 210,261 | $ | 202,116 | 4.0 | % | ||||||
Same store operating statistics: | ||||||||||||
Properties | 301 | 301 | ||||||||||
Apartment units | 89,868 | 89,868 | ||||||||||
Average physical occupancy | 94.8 | % | 94.7 | % | 0.1 | % | ||||||
Average rent/unit/month | $ | 919 | $ | 899 | 2.2 | % |
(1) | Reflects property revenues and property operating expenses related to consolidated properties other than same store properties (e.g., affordable, acquisition, redevelopment and newly consolidated properties) and casualty gains and losses. |
Six Months Ended June 30, | ||||||||||||
2008 | 2007 | Change | ||||||||||
Consolidated same store revenues | $ | 509,463 | $ | 496,352 | 2.6 | % | ||||||
Consolidated same store expenses | 205,668 | 203,619 | 1.0 | % | ||||||||
Same store net operating income | 303,795 | 292,733 | 3.8 | % | ||||||||
Reconciling items (1) | 104,180 | 104,726 | -0.5 | % | ||||||||
Real estate segment net operating income | $ | 407,975 | $ | 397,459 | 2.6 | % | ||||||
Same store operating statistics: | ||||||||||||
Properties | 299 | 299 | ||||||||||
Apartment units | 89,375 | 89,375 | ||||||||||
Average physical occupancy | 94.8 | % | 94.6 | % | 0.2 | % | ||||||
Average rent/unit/month | $ | 917 | $ | 895 | 2.5 | % |
(1) | Reflects property revenues and property operating expenses related to consolidated properties other than same store properties (e.g., affordable, acquisition, redevelopment and newly consolidated properties) and casualty gains and losses. |
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Three Months Ended | Six Months Ended | |||||||||||||||
June 30, | June 30, | |||||||||||||||
2008 | 2007 | 2008 | 2007 | |||||||||||||
Asset management and tax credit revenues | $ | 38,175 | $ | 15,178 | $ | 51,027 | $ | 26,808 | ||||||||
Investment management expenses | 5,728 | 5,521 | 10,017 | 9,987 | ||||||||||||
Investment segment net operating income (1) | $ | 32,447 | $ | 9,657 | $ | 41,010 | $ | 16,821 | ||||||||
(1) | Excludes certain items of income and expense, which are included in other expenses (income), net, interest expense, interest income and gain (loss) on dispositions of unconsolidated real estate and other in our consolidated statements of income. |
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• | the general economic climate; |
• | competition from other apartment communities and other housing options; |
• | local conditions, such as loss of jobs or an increase in the supply of apartments, that might adversely affect apartment occupancy or rental rates; |
• | changes in governmental regulations and the related cost of compliance; |
• | increases in operating costs (including real estate taxes) due to inflation and other factors, which may not be offset by increased rents; |
• | changes in tax laws and housing laws, including the enactment of rent control laws or other laws regulating multifamily housing; |
• | changes in market capitalization rates; and |
• | the relative illiquidity of such investments. |
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Three Months Ended | Six Months Ended | |||||||||||||||
June 30, | June 30, | |||||||||||||||
2008 | 2007 | 2008 | 2007 | |||||||||||||
Net income attributable to common stockholders (1) | $ | 242,369 | $ | 2,983 | $ | 203,615 | $ | 11,843 | ||||||||
Adjustments: | ||||||||||||||||
Depreciation and amortization | 120,692 | 110,743 | 239,086 | 221,923 | ||||||||||||
Depreciation and amortization related to non-real estate assets | (5,027 | ) | (4,795 | ) | (8,926 | ) | (11,355 | ) | ||||||||
Depreciation of rental property related to minority partners’ interest and unconsolidated entities (2) (3) | (3,989 | ) | (1,808 | ) | (14,048 | ) | (13,752 | ) | ||||||||
Gain on dispositions of unconsolidated real estate and other | (139 | ) | (602 | ) | (129 | ) | (21,068 | ) | ||||||||
Gain on dispositions of non-depreciable assets and debt extinguishment gain | — | — | — | 19,373 | ||||||||||||
Deficit distributions to minority partners, net (4) | 1,265 | 1,554 | 5,276 | 2,482 | ||||||||||||
Discontinued operations: | ||||||||||||||||
Gain on dispositions of real estate, net of minority partners’ interest (2) | (314,025 | ) | (24,311 | ) | (315,350 | ) | (39,901 | ) | ||||||||
Depreciation of rental property, net of minority partners’ interest (2) (3) | 5,233 | 9,520 | 13,936 | 4,021 | ||||||||||||
Deficit distributions (recovery of deficit distributions) to minority partners (4) | (7,701 | ) | (81 | ) | (7,510 | ) | 321 | |||||||||
Income tax arising from disposals | 17,149 | 2,597 | 17,063 | 2,761 | ||||||||||||
Minority interest in Aimco Operating Partnership’s share of above adjustments | 17,971 | (8,525 | ) | 6,857 | (15,257 | ) | ||||||||||
Preferred stock dividends | 13,670 | 16,346 | 27,878 | 32,694 | ||||||||||||
Funds From Operations | $ | 87,468 | $ | 103,621 | $ | 167,748 | $ | 194,085 | ||||||||
Preferred stock dividends | (13,670 | ) | (16,346 | ) | (27,878 | ) | (32,694 | ) | ||||||||
Dividends/distributions on dilutive preferred securities | 1,759 | 58 | 3,092 | 58 | ||||||||||||
Funds From Operations attributable to common stockholders — diluted | $ | 75,557 | $ | 87,333 | $ | 142,962 | $ | 161,449 | ||||||||
Weighted average number of common shares, common share equivalents and dilutive preferred securities Outstanding (5) (6): | ||||||||||||||||
Common shares and equivalents | 88,286 | 103,770 | 89,776 | 104,221 | ||||||||||||
Dilutive preferred securities | 2,332 | 76 | 2,117 | 38 | ||||||||||||
Total | 90,618 | 103,846 | 91,893 | 104,258 | ||||||||||||
(1) | Represents the numerator for earnings per common share, calculated in accordance with GAAP (see Note 6 to the condensed consolidated financial statements in Item 1). | |
(2) | “Minority partners’ interest” means minority interest in our consolidated real estate partnerships. | |
(3) | Adjustments related to minority partners’ share of depreciation of rental property for the six months ended June 30, 2007, include the subtraction of $15.1 million and $17.8 million for continuing operations and discontinued operations, respectively, related to the VMS debt extinguishment gains (see Note 4 to the condensed consolidated financial statements in Item 1). These subtractions are required because we added back the minority partners’ share of depreciation related to rental property in determining FFO in prior periods. Accordingly, the net effect of the VMS debt extinguishment gains on our FFO for the six months ended June 30, 2007, was an increase of $9.3 million ($8.4 million after minority interest in Aimco Operating Partnership). | |
(4) | In accordance with GAAP, deficit distributions to minority partners are charges recognized in our income statement when cash is distributed to a non-controlling partner in a consolidated real estate partnership in excess of the positive balance in such partner’s capital account, which is classified as minority interest on our balance sheet. We record these charges for GAAP purposes even though there is no economic effect or cost. Deficit distributions to minority partners occur when the fair value of the underlying real estate exceeds its depreciated net book value because the underlying real estate has appreciated or maintained its value. As a result, the recognition of expense for deficit distributions to minority partners represents, in substance, either (a) our recognition of depreciation previously allocated to the non-controlling partner or (b) a payment related to the non-controlling partner’s share of real estate appreciation. Based on White Paper guidance that requires real estate depreciation and gains to be excluded from FFO, we add back deficit distributions and subtract related recoveries in our reconciliation of net income to FFO. | |
(5) | Represents the denominator for earnings per common share — diluted, calculated in accordance with GAAP, plus additional common share equivalents that are dilutive for FFO. | |
(6) | Weighted average common shares, common share equivalents and dilutive preferred securities amounts for the periods presented have been retroactively adjusted for the effect of 4,573,735 shares of Common Stock issued pursuant to the special dividend discussed in Note 1 to the condensed consolidated financial statements in Item 1. |
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Aimco’s | Per | |||||||
Share of | Effective | |||||||
Expenditures | Unit | |||||||
Capital Replacements Detail: | ||||||||
Building and grounds | $ | 14,636 | $ | 113 | ||||
Turnover related | 23,604 | 181 | ||||||
Capitalized site payroll and indirect costs | 7,076 | 54 | ||||||
Our share of Capital Replacements | $ | 45,316 | $ | 348 | ||||
Capital Replacements: | ||||||||
Conventional | $ | 42,413 | $ | 375 | ||||
Affordable | 2,903 | $ | 171 | |||||
Our share of Capital Replacements | 45,316 | $ | 348 | |||||
Capital Improvements: | ||||||||
Conventional | 49,739 | $ | 440 | |||||
Affordable | 5,598 | $ | 331 | |||||
Our share of Capital Improvements | 55,337 | $ | 425 | |||||
Casualties: | ||||||||
Conventional | 5,491 | |||||||
Affordable | 1,256 | |||||||
Our share of casualties | 6,747 | |||||||
Redevelopment: | ||||||||
Conventional projects | 127,110 | |||||||
Tax credit projects | 37,730 | |||||||
Our share of redevelopment | 164,840 | |||||||
Entitlement | 11,393 | |||||||
Our share of capital expenditures | 283,633 | |||||||
Plus minority partners’ share of consolidated spending | 24,144 | |||||||
Less our share of unconsolidated spending | (399 | ) | ||||||
Total capital expenditures per condensed consolidated statement of cash flows | $ | 307,378 | ||||||
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Maximum Number | ||||||||||||||||
Total Number of | of Shares that | |||||||||||||||
Total | Average | Shares Purchased | May Yet Be | |||||||||||||
Number | Price | as Part of Publicly | Purchased Under the | |||||||||||||
of Shares | Paid | Announced Plans | Plans or Programs | |||||||||||||
Period | Purchased | per Share | or Programs | (1) | ||||||||||||
April 1 - April 30, 2008 | 1,644,303 | $ | 38.46 | 1,644,303 | 26,531,570 | |||||||||||
May 1 - May 31, 2008 | 2,160,900 | $ | 39.26 | 2,160,900 | 24,370,670 | |||||||||||
June 1 - June 30, 2008 | 125,000 | $ | 38.80 | 125,000 | 24,245,670 | |||||||||||
Total | 3,930,203 | $ | 38.91 | 3,930,203 | ||||||||||||
(1) | Our Board of Directors has, from time to time, authorized us to repurchase shares of our outstanding capital stock. As of June 30, 2008, we were authorized to repurchase approximately 24.2 million additional shares. This authorization has no expiration date. These repurchases may be made from time to time in the open market or in privately negotiated transactions. |
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Votes For | Votes Withheld | |||||||
Terry Considine | 79,250,003 | 1,078,150 | ||||||
James N. Bailey | 78,961,473 | 1,366,680 | ||||||
Richard S. Ellwood | 78,863,106 | 1,465,047 | ||||||
Thomas L. Keltner | 78,986,899 | 1,341,254 | ||||||
J. Landis Martin | 78,872,152 | 1,456,001 | ||||||
Robert A. Miller | 78,992,935 | 1,335,218 | ||||||
Thomas L. Rhodes | 78,870,023 | 1,458,130 | ||||||
Michael A. Stein | 78,992,494 | 1,335,659 |
Votes For | Votes Against | Abstentions | Broker Non-Votes | |||||||
78,779,033 | 870,755 | 678,365 | — |
EXHIBIT NO. | ||||
3.1 | Charter (Exhibit 3.1 to Aimco’s Quarterly Report on Form 10-Q for the quarterly period ended June 30, 2006, is incorporated herein by reference) | |||
3.2 | Bylaws (Exhibit 3.2 to Aimco’s Quarterly Report on Form 10-Q for the quarterly period ended June 30, 2007, 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 | |||
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 | |||
32.1 | Certification Pursuant to 18 U.S.C. Section 1350, as Adopted Pursuant to Section 906 of the Sarbanes-Oxley Act of 2002 | |||
32.2 | Certification Pursuant to 18 U.S.C. Section 1350, as Adopted Pursuant to Section 906 of the Sarbanes-Oxley Act of 2002 | |||
99.1 | Agreement Regarding Disclosure of Long-Term Debt Instruments |
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APARTMENT INVESTMENT AND MANAGEMENT COMPANY | ||||
By: | /s/ THOMAS M. HERZOG | |||
Thomas M. Herzog | ||||
Executive Vice President and Chief Financial Officer (duly authorized officer and principal financial officer) | ||||
By: | /s/ PAUL BELDIN | |||
Paul Beldin | ||||
Senior Vice President and Chief Accounting Officer |
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EXHIBIT NO. | EXHIBIT TITLE | |||
3.1 | Charter (Exhibit 3.1 to Aimco’s Quarterly Report on Form 10-Q for the quarterly period ended June 30, 2006, is incorporated herein by reference) | |||
3.2 | Bylaws (Exhibit 3.2 to Aimco’s Quarterly Report on Form 10-Q for the quarterly period ended June 30, 2007 , 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 | |||
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 | |||
32.1 | Certification Pursuant to 18 U.S.C. Section 1350, as Adopted Pursuant to Section 906 of the Sarbanes-Oxley Act of 2002 | |||
32.2 | Certification Pursuant to 18 U.S.C. Section 1350, as Adopted Pursuant to Section 906 of the Sarbanes-Oxley Act of 2002 | |||
99.1 | Agreement Regarding Disclosure of Long-Term Debt Instruments |