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Maryland | 6798 | 84-1259577 | ||
(State of other jurisdiction of incorporation or organization) | (Primary standard industrial classification code number) | (IRS Employer Identification Number) |
Delaware | 6513 | 84-1275621 | ||
(State of other jurisdiction of incorporation or organization) | (Primary standard industrial classification code number) | (IRS Employer Identification Number) |
Jonathan Friedman, Esq. Skadden, Arps, Slate, Meagher & Flom LLP 300 South Grand Avenue, Suite 3400 Los Angeles, CA 90071 Telephone:(213) 687-5396 Fax:(213) 621-5396 | Joseph Coco, Esq. Skadden, Arps, Slate, Meagher & Flom LLP Four Times Square New York, NY 10036 Telephone: (212) 735-3050 Fax: (917) 777-3050 |
Large accelerated filer þ | Accelerated filer o | Non-accelerated filer o | Smaller reporting company o |
Proposed Maximum | Proposed Maximum | Amount of | ||||||||||
Title of Each Class of | Amount to be | Offering | Aggregate | Registration | ||||||||
Securities to be Registered | Registered(1) | Price per Unit(1) | Offering Price(2) | Fee | ||||||||
Partnership Common Units of Aimco Properties, L.P. | $200,000 | $14.26 | ||||||||||
Common Stock of Apartment Investment and ManagementCompany(2) | ||||||||||||
(1) | Omitted in reliance on Rule 457(o) under the Securities Act of 1933. |
(2) | Represents shares of Common Stock issuable upon redemption of Partnership Common Units issued hereunder. |
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The information in this prospectus is not complete and may be changed. We may not sell these securities until the registration statement filed with the Securities and Exchange Commission is effective. This prospectus is not an offer to sell these securities and it is not soliciting an offer to buy these securities in any jurisdiction where the offer or sale is not permitted. |
• | $4.31 in cash, or | |
• | $4.31 in partnership common units of Aimco OP, or OP Units. |
YOU ARE REQUESTED NOT TO SEND US A PROXY
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Annexes | ||||||||
Annex A | Agreement and Plan of Merger | A-1 | ||||||
Annex B | Appraisal Rights of Limited Partners | B-1 | ||||||
Annex C | Officers and Directors | C-1 | ||||||
Annex D | CCIP’s Annual Report on Form 10-K for the year ended December 31, 2009 | D-1 | ||||||
Annex E | CCIP’s Quarterly Report on Form 10-Q for the quarter ended June 30, 2010 | E-1 | ||||||
EX-5.1 | ||||||||
EX-5.2 | ||||||||
EX-8.1 | ||||||||
EX-23.1 | ||||||||
EX-23.2 | ||||||||
EX-23.3 | ||||||||
EX-23.7 | ||||||||
EX-99.1 | ||||||||
EX-99.2 | ||||||||
EX-99.3 | ||||||||
EX-99.4 |
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• | There are a number of significant differences between CCIP Series A Units and Aimco OP Units relating to, among other things, the nature of the investment, voting rights, distributions and liquidity andtransferability/redemption. For more information regarding those differences, see “Comparison of CCIP Series A Units and Aimco OP Units,” beginning on page 64. | |
• | Aimco owns ConCap, the general partner of CCIP. As a result, ConCap has a conflict of interest in the merger. A transaction with a third party in the absence of this conflict could result in better terms or greater consideration to CCIP limited partners. | |
• | CCIP limited partners may elect to receive OP Units as merger consideration, and there are risks related to an investment in OP Units, including the fact that there are restrictions on transferability of OP Units; there is no public market for OP Units; and there is no assurance as to the value that might be realized upon a future redemption of OP Units. |
• | Limited partners are being offered the merger consideration, even though the amount of liabilities associated with the properties (including mortgage debt and debt prepayment penalties) exceeds the aggregate appraised value of the properties. | |
• | Limited partners are given a choice of merger consideration, and may elect to receive either cash or OP Units in the merger, except in those jurisdictions where the law prohibits the offer of OP Units (or registration would be prohibitively costly). Accordingly, limited partners may elect the merger consideration they deem most beneficial to them. | |
• | Limited partners who elect to receive cash consideration will receive $4.31 per Series A Unit, which will provide immediate liquidity with respect to their investment. | |
• | Limited partners who elect to receive cash consideration and who recognize taxable gain in the merger will be taxed at current capital gains rates. The maximum long term federal capital gains rate, currently at 15%, is scheduled to increase to 20% in 2011. | |
• | Limited partners may defer recognition of taxable gain by electing to receive OP Units in the merger. | |
• | Limited partners who elect to receive OP Units in the merger will have the opportunity to participate in Aimco OP, which has a more diversified property portfolio than CCIP. | |
• | Although limited partners are not entitled to dissenters’ appraisal rights under Delaware law, the merger agreement provides them with contractual dissenters’ appraisal rights that are similar to the dissenters’ appraisal rights that are available to stockholders in a corporate merger under Delaware law. | |
• | The cash consideration payable to limited partners in the merger was determined based on independent third party appraisals of each of CCIP’s three properties. | |
• | The number of OP Units issuable to limited partners in the merger was determined based on the average closing price of Aimco common stock, as reported on the NYSE, over the ten consecutive trading days ending on the second trading day immediately prior to the consummation of the merger. | |
• | Although the merger agreement may be terminated by either side at any time, ConCap determined that Aimco OP and the Aimco Subsidiary are likely to complete the merger on a timely basis. |
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• | Unlike a typical property sale agreement, the merger agreement contains no indemnification provisions, so there is no risk of reduction of the proceeds to limited partners. | |
• | In contrast to a sale of the properties to a third party, which would involve costs associated with marketing, Aimco OP has agreed to pay all expenses associated with the merger. | |
• | CCIP’s term ends on December 31, 2011, and the partnership must then be liquidated in accordance with CCIP’s partnership agreement. |
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• | Decisions of the general partner with respect to the amount and timing of cash expenditures, borrowings, issuances of additional interests and reserves in any quarter will affect whether or the extent to which there is available cash to make distributions in a given quarter. | |
• | Under the terms of the Aimco OP partnership agreement, Aimco OP will reimburse the general partner and its affiliates for costs incurred in managing and operating Aimco OP, including compensation of officers and employees. | |
• | Whenever possible, the general partner seeks to limit Aimco OP’s liability under contractual arrangements to all or particular assets of Aimco OP, with the other party thereto having no recourse against the general partner or its assets. | |
• | Any agreements between Aimco OP and the general partner and its affiliates will not grant to the OP Unitholders, separate and apart from Aimco OP, the right to enforce the obligations of the general partner and such affiliates in favor of Aimco OP. Therefore, the general partner, in its capacity as the general partner of Aimco OP, will be primarily responsible for enforcing such obligations. | |
• | Under the terms of the Aimco OP partnership agreement, the general partner is not restricted from causing Aimco OP to pay the general partner or its affiliates for any services rendered on terms that are fair and |
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reasonable to Aimco OP or entering into additional contractual arrangements with any of such entities on behalf of Aimco OP. Neither the Aimco OP partnership agreement nor any of the other agreements, contracts and arrangements between Aimco OP, on the one hand, and the general partner of Aimco OP and its affiliates, on the other, are or will be the result of arm’s-length negotiations. |
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APARTMENT INVESTMENT AND MANAGEMENT COMPANY
For the Six Months | ||||||||||||||||||||||||||||
Ended June 30, | For the Years Ended December 31, | |||||||||||||||||||||||||||
2010 | 2009(1) | 2009(1) | 2008(1) | 2007(1) | 2006(1) | 2005(1) | ||||||||||||||||||||||
(Unaudited) | ||||||||||||||||||||||||||||
(Dollar amounts in thousands, except per share data) | ||||||||||||||||||||||||||||
Consolidated Statements of Income: | ||||||||||||||||||||||||||||
Total revenues | $ | 584,475 | $ | 581,447 | $ | 1,165,641 | $ | 1,213,170 | $ | 1,145,922 | $ | 1,057,177 | $ | 878,084 | ||||||||||||||
Total operating expenses(2) | (520,057 | ) | (518,406 | ) | (1,061,474 | ) | (1,162,893 | ) | (967,670 | ) | (888,390 | ) | (739,863 | ) | ||||||||||||||
Operating income(2) | 64,418 | 63,041 | 104,167 | 50,277 | 178,252 | 168,787 | 138,221 | |||||||||||||||||||||
Loss from continuing operations(2) | (74,296 | ) | (79,640 | ) | (198,765 | ) | (120,533 | ) | (49,071 | ) | (44,613 | ) | (36,797 | ) | ||||||||||||||
Income from discontinued operations, net(3) | 47,366 | 39,440 | 153,965 | 747,535 | 174,577 | 331,635 | 162,149 | |||||||||||||||||||||
Net (loss) income | (26,930 | ) | (40,200 | ) | (44,800 | ) | 627,002 | 125,506 | 287,022 | 125,352 | ||||||||||||||||||
Net income attributable to noncontrolling interests | (8,413 | ) | (2,779 | ) | (19,474 | ) | (214,995 | ) | (95,595 | ) | (110,234 | ) | (54,370 | ) | ||||||||||||||
Net income attributable to preferred stockholders | (23,050 | ) | (24,643 | ) | (50,566 | ) | (53,708 | ) | (66,016 | ) | (81,132 | ) | (87,948 | ) | ||||||||||||||
Net (loss) income attributable to Aimco common stockholders | (58,393 | ) | (67,622 | ) | (114,840 | ) | 351,314 | (40,586 | ) | 93,710 | (21,223 | ) | ||||||||||||||||
Earnings (loss) per common share — basic and diluted: | ||||||||||||||||||||||||||||
Loss from continuing operations attributable to Aimco common stockholders | $ | (0.74 | ) | $ | (0.72 | ) | $ | (1.74 | ) | $ | (2.14 | ) | $ | (1.41 | ) | $ | (1.48 | ) | $ | (1.33 | ) | |||||||
Net (loss) income attributable to Aimco common stockholders | $ | (0.50 | ) | $ | (0.60 | ) | $ | (1.00 | ) | $ | 3.96 | $ | (0.43 | ) | $ | 0.98 | $ | (0.23 | ) | |||||||||
Consolidated Balance Sheets: | ||||||||||||||||||||||||||||
Real estate, net of accumulated depreciation | $ | 6,810,113 | — | $ | 6,861,247 | $ | 7,021,643 | $ | 6,797,518 | $ | 6,334,853 | $ | 5,639,155 | |||||||||||||||
Total assets | 7,707,801 | — | 7,906,468 | 9,441,870 | 10,617,681 | 10,292,587 | 10,019,160 | |||||||||||||||||||||
Total indebtedness | 5,643,911 | — | 5,602,216 | 5,984,016 | 5,599,523 | 4,905,622 | 4,243,381 | |||||||||||||||||||||
Total equity | 1,453,319 | — | 1,534,703 | 1,646,749 | 2,048,546 | 2,650,182 | 3,060,969 | |||||||||||||||||||||
Other Information: | ||||||||||||||||||||||||||||
Dividends declared per common share | $ | 0.10 | $ | 0.10 | $ | 0.40 | $ | 7.48 | $ | 4.31 | $ | 2.40 | $ | 3.00 | ||||||||||||||
Total consolidated properties (end of period) | 427 | 485 | 426 | 514 | 657 | 703 | 619 | |||||||||||||||||||||
Total consolidated apartment units (end of period) | 94,506 | 111,054 | 95,202 | 117,719 | 153,758 | 162,432 | 158,548 | |||||||||||||||||||||
Total unconsolidated properties (end of period) | 59 | 82 | 77 | 85 | 94 | 102 | 264 | |||||||||||||||||||||
Total unconsolidated apartment units (end of period) | 6,943 | 8,915 | 8,478 | 9,613 | 10,878 | 11,791 | 35,269 | |||||||||||||||||||||
Units managed (end of period)(4) | 26,175 | 32,241 | 31,974 | 35,475 | 38,404 | 42,190 | 46,667 |
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(1) | Certain reclassifications have been made to conform to the June 30, 2010 financial statement presentation, including retroactive adjustments to reflect additional properties sold or classified as held for sale as of June 30, 2010, as discontinued operations (see Note 3 to the condensed consolidated financial statements in “Item 1 — Financial Statements” in Aimco’s Quarterly Report onForm 10-Q for the quarter ended June 30, 2010, and Note 13 to the consolidated financial statements in “Item 8 — Financial Statements and Supplementary Data” in Aimco’s Current Report onForm 8-K, filed with the SEC on September 10, 2010, which are incorporated by reference in this information statement/prospectus.). | |
(2) | Total operating expenses, operating income and loss from continuing operations for the year ended December 31, 2008, include a $91.1 million pre-tax provision for impairment losses on real estate development assets, which is discussed further in “Item 7 — Management’s Discussion and Analysis of Financial Condition and Results of Operations” in Aimco’s Current Report onForm 8-K filed with the SEC on September 10, 2010, which is incorporated by reference in this information statement/prospectus. | |
(3) | Income from discontinued operations for the years ended December 31, 2009, 2008, 2007, 2006 and 2005 includes $221.8 million, $800.3 million, $117.6 million, $337.1 million and $162.7 million in gains on disposition of real estate, respectively. Income from discontinued operations for 2009, 2008 and 2007 is discussed further in “Item 7 — Management’s Discussion and Analysis of Financial Condition and Results of Operations” in Aimco’s Current Report onForm 8-K filed with the SEC on September 10, 2010, which is incorporated by reference in this information statement/prospectus. | |
(4) | Units managed represents units in properties for which we provide asset management services only, although in certain cases we may indirectly own generally less than one percent of the economic interest in such properties through a partnership syndication or other fund. |
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For the Six Months | ||||||||||||||||||||||||||||
Ended June 30, | For the Years Ended December 31, | |||||||||||||||||||||||||||
2010 | 2009(1) | 2009(1) | 2008(1) | 2007(1) | 2006(1) | 2005(1) | ||||||||||||||||||||||
(Unaudited) | ||||||||||||||||||||||||||||
(Dollar amounts in thousands, except per unit data) | ||||||||||||||||||||||||||||
Consolidated Statements of Income: | ||||||||||||||||||||||||||||
Total revenues | $ | 584,475 | $ | 581,447 | $ | 1,165,641 | $ | 1,213,170 | $ | 1,145,922 | $ | 1,057,177 | $ | 878,084 | ||||||||||||||
Total operating expenses(2) | (520,057 | ) | (518,406 | ) | (1,061,474 | ) | (1,162,893 | ) | (967,670 | ) | (888,390 | ) | (739,863 | ) | ||||||||||||||
Operating income(2) | 64,418 | 63,041 | 104,167 | 50,277 | 178,252 | 168,787 | 138,221 | |||||||||||||||||||||
Loss from continuing operations(2) | (73,870 | ) | (79,232 | ) | (197,945 | ) | (119,747 | ) | (48,322 | ) | (41,653 | ) | (32,339 | ) | ||||||||||||||
Income from discontinued operations, net(3) | 47,366 | 39,440 | 153,965 | 747,535 | 174,577 | 331,635 | 162,149 | |||||||||||||||||||||
Net (loss) income | (26,504 | ) | (39,792 | ) | (43,980 | ) | 627,788 | 126,255 | 289,982 | 129,810 | ||||||||||||||||||
Net income attributable to noncontrolling interests | (9,418 | ) | (5,411 | ) | (22,442 | ) | (155,749 | ) | (92,138 | ) | (92,917 | ) | (49,064 | ) | ||||||||||||||
Net income attributable to preferred unitholders | (26,426 | ) | (27,458 | ) | (56,854 | ) | (61,354 | ) | (73,144 | ) | (90,527 | ) | (98,946 | ) | ||||||||||||||
Net (loss) income attributable to the Partnership’s common unitholders | (62,348 | ) | (72,661 | ) | (123,276 | ) | 403,700 | (43,508 | ) | 104,592 | (22,458 | ) | ||||||||||||||||
Earnings (loss) per common unit — basic and diluted: | ||||||||||||||||||||||||||||
Loss from continuing operations attributable to the Partnership’s common unitholders | $ | (0.74 | ) | $ | (0.72 | ) | $ | (1.75 | ) | $ | (1.99 | ) | $ | (1.40 | ) | $ | (1.47 | ) | $ | (1.32 | ) | |||||||
Net (loss) income attributable to the Partnership’s common unitholders | $ | (0.50 | ) | $ | (0.60 | ) | $ | (1.00 | ) | $ | 4.11 | $ | (0.42 | ) | $ | 0.99 | $ | (0.21 | ) | |||||||||
Consolidated Balance Sheets: | ||||||||||||||||||||||||||||
Real estate, net of accumulated depreciation | $ | 6,810,618 | — | $ | 6,861,752 | $ | 7,022,148 | $ | 6,798,023 | $ | 6,335,358 | $ | 5,639,660 | |||||||||||||||
Total assets | 7,723,898 | — | 7,922,139 | 9,456,721 | 10,631,746 | 10,305,903 | 10,031,761 | |||||||||||||||||||||
Total indebtedness | 5,643,911 | — | 5,602,216 | 5,984,016 | 5,599,523 | 4,905,622 | 4,243,381 | |||||||||||||||||||||
Total partners’ capital | 1,469,416 | — | 1,550,374 | 1,661,600 | 2,152,326 | 2,753,617 | 3,164,111 | |||||||||||||||||||||
Other Information: | ||||||||||||||||||||||||||||
Distributions declared per common unit | $ | 0.10 | $ | 0.10 | $ | 0.40 | $ | 7.48 | $ | 4.31 | $ | 2.40 | $ | 3.00 | ||||||||||||||
Total consolidated properties (end of period) | 427 | 485 | 426 | 514 | 657 | 703 | 619 | |||||||||||||||||||||
Total consolidated apartment units (end of period) | 94,506 | 111,054 | 95,202 | 117,719 | 153,758 | 162,432 | 158,548 | |||||||||||||||||||||
Total unconsolidated properties (end of period) | 59 | 82 | 77 | 85 | 94 | 102 | 264 | |||||||||||||||||||||
Total unconsolidated apartment units (end of period) | 6,943 | 8,915 | 8,478 | 9,613 | 10,878 | 11,791 | 35,269 | |||||||||||||||||||||
Units managed (end of period)(4) | 26,175 | 32,241 | 31,974 | 35,475 | 38,404 | 42,190 | 46,667 |
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(1) | Certain reclassifications have been made to conform to the June 30, 2010 financial statement presentation, including retroactive adjustments to reflect additional properties sold or classified as held for sale as of June 30, 2010, as discontinued operations (see Note 3 to the condensed consolidated financial statements in “Item 1 — Financial Statements” in Aimco OP’s Quarterly Report on Form10-Q for the quarter ended June 30, 2010, and Note 13 to the consolidated financial statements in “Item 8 — Financial Statements and Supplementary Data” in Aimco OP’s Current Report onForm 8-K, filed with the SEC on September 10, 2010, which are incorporated by reference in this information statement/prospectus.). | |
(2) | Total operating expenses, operating income and loss from continuing operations for the year ended December 31, 2008, include a $91.1 million pre-tax provision for impairment losses on real estate development assets, which is discussed further in “Item 7 — Management’s Discussion and Analysis of Financial Condition and Results of Operations” in Aimco OP’s Current Report onForm 8-K, filed with the SEC on September 10, 2010, which is incorporated by reference in this information statement/prospectus. | |
(3) | Income from discontinued operations for the years ended December 31, 2009, 2008, 2007, 2006 and 2005 includes $221.8 million, $800.3 million, $117.6 million, $337.1 million and $162.7 million in gains on disposition of real estate, respectively. Income from discontinued operations for 2009, 2008 and 2007 is discussed further in “Item 7 — Management’s Discussion and Analysis of Financial Condition and Results of Operations” in Aimco OP’s Current Report onForm 8-K, filed with the SEC on September 10, 2010, which is incorporated by reference in this information statement/prospectus. | |
(4) | Units managed represents units in properties for which we provide asset management services only, although in certain cases we may indirectly own generally less than one percent of the economic interest in such properties through a partnership syndication or other fund. |
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For the Six Months | ||||||||||||||||
Ended June 30, | For the Years Ended December 31, | |||||||||||||||
2010 | 2009 | 2009 | 2008 | |||||||||||||
(Unaudited) | ||||||||||||||||
(Dollar amounts in thousands, except per unit data) | ||||||||||||||||
Consolidated Statements of Income: | ||||||||||||||||
Total revenues | $ | 9,587 | $ | 9,794 | $ | 19,438 | $ | 20,112 | ||||||||
Loss from continuing operations | (1,657 | ) | (801 | ) | (2,087 | ) | (2,221 | ) | ||||||||
Net (loss) income | (1,657 | ) | (3,730 | ) | (5,738 | ) | 481 | |||||||||
Loss from continuing operations per unit | (8.24 | )(1) | (3.98 | )(1) | (10.38 | )(1) | (11.05 | )(1) | ||||||||
Net (loss) income per limited partnership unit | (8.24 | ) | (18.55 | ) | (28.54 | ) | 2.39 | |||||||||
Distributions per limited partnership unit | ||||||||||||||||
Series A | — | 18.41 | 20.57 | 21.23 | ||||||||||||
Series B | — | — | 26.73 | — | ||||||||||||
Series C | — | — | 6.99 | — | ||||||||||||
Deficit of earnings to fixed charges | (1,688 | ) | (801 | ) | (2,088 | ) | (2,242 | ) | ||||||||
Consolidated Balance Sheets: | ||||||||||||||||
Cash and Cash Equivalents | 415 | — | 302 | 4,777 | ||||||||||||
Real Estate, Net of Accumulated Depreciation | 48,545 | — | 48,658 | 51,574 | ||||||||||||
Assets Held for Sale | — | — | — | 22,247 | (2) | |||||||||||
Total Assets | 52,366 | — | 51,848 | 82,019 | ||||||||||||
Mortgage Notes Payable | 112,383 | — | 113,189 | 114,731 | ||||||||||||
Due to Affiliates | 2,630 | — | 129 | 226 | ||||||||||||
Liabilities Related to Assets Held for Sale | — | — | — | 11,111 | (2) | |||||||||||
General Partners’ Capital | 97 | — | 114 | 171 | ||||||||||||
Limited Partners’ Deficit Series A | (65,610 | ) | — | (63,970 | ) | (23,852 | ) | |||||||||
Limited Partners’ Deficit Series B | — | — | — | (20,558 | ) | |||||||||||
Limited Partners’ Deficit Series C | — | — | — | (3,072 | ) | |||||||||||
Total Partners’ Deficit | (65,513 | ) | — | (63,856 | ) | (47,311 | ) | |||||||||
Total Distributions | — | — | — | 750 | ||||||||||||
Series A | — | — | 4,095 | 3,475 | ||||||||||||
Series B | — | — | 5,321 | — | ||||||||||||
Series C | — | — | 1,391 | — |
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For the Six Months | ||||||||||||||||
Ended June 30, | For the Years Ended December 31, | |||||||||||||||
2010 | 2009 | 2009 | 2008 | |||||||||||||
(Unaudited) | ||||||||||||||||
(Dollar amounts in thousands, except per unit data) | ||||||||||||||||
Book value per limited partnership unit Series A | (329.65 | ) | — | (321.41 | ) | (119.83 | ) | |||||||||
Book value per limited partnership unit Series B | — | — | (103.29 | ) | ||||||||||||
Book value per limited partnership unit Series C | — | — | (15.43 | ) | ||||||||||||
Other Information: | ||||||||||||||||
Net increase (decrease) increase in cash and cash equivalents | 113 | — | (4,475 | ) | 1,816 | |||||||||||
Net cash provided by operating activities | 839 | — | 2,625 | 4,562 |
(1) | Represents Series A interest only, which includes the operations of The Sterling Property, Plantation Gardens Property and Regency Oaks Property in the historical financial statements. | |
(2) | Represents The Dunes Apartments, which was sold on August 7, 2009, and The Knolls Apartments, which was sold on September 21, 2009. |
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Six Months Ended | ||||||||||||||||
June 30, | Fiscal Year Ended December 31, | |||||||||||||||
2010 | 2009 | 2008 | 2007 | |||||||||||||
Cash dividends declared per share/unit | ||||||||||||||||
Aimco Common Stock | $ | 0.10 | $ | 0.40 | $ | 2.40 | $ | 2.40 | ||||||||
Aimco OP Units | $ | 0.10 | $ | 0.40 | $ | 2.40 | $ | 2.40 | ||||||||
CCIP | $ | 351.69 | ||||||||||||||
Series A Units | $ | 0.00 | $ | 20.57 | $ | 21.23 | — | |||||||||
Series B Units(1) | — | $ | 26.73 | — | — | |||||||||||
Series C Units(1) | — | $ | 6.99 | — | — | |||||||||||
Loss per common share/unit from continuing operations | ||||||||||||||||
Aimco Common Stock | $ | (0.74 | ) | $ | (1.74 | ) | $ | (2.14 | ) | $ | (1.41 | ) | ||||
Aimco OP Units | $ | (0.74 | ) | $ | (1.75 | ) | $ | (1.99 | ) | $ | (1.40 | ) | ||||
CCIP | $ | (1.73 | ) | |||||||||||||
Series A Units | $ | (8.24 | ) | $ | (10.38 | ) | $ | (11.05 | ) | — |
June 30, 2010 | December 31, 2009 | |||||||
Book value per share/unit | ||||||||
Aimco Common Stock(2) | $ | 9.74 | $ | 10.64 | ||||
Aimco OP Units(3) | 8.99 | 9.88 | ||||||
CCIP | ||||||||
Series A Units | (329.65 | ) | (321.41 | ) |
(1) | Series B Units and Series C Units were not outstanding during 2007, 2008 or the six months ended June 30, 2010. | |
(2) | Based on 117.0 million and 116.5 millions shares of common stock outstanding at June 30, 2010 and December 31, 2009, respectively. | |
(3) | Based on 125.4 million and 124.9 million common OP Units and equivalents outstanding at June 30, 2010 and December 31, 2009, respectively. |
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• | owned an equity interest in 232 conventional real estate properties with 71,909 units; | |
• | owned an equity interest in 254 affordable real estate properties with 29,540 units; and | |
• | provided services for or managed 27,901 units in 331 properties, primarily pursuant to long-term asset management agreements. In certain cases, Aimco may indirectly own generally less than one percent of the operations of such properties through a syndication or other fund. |
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• | the Sterling Property, which consists of a 536 unit apartment project and a 137,068 square foot commercial space, located in Philadelphia, Pennsylvania; | |
• | the Plantation Gardens Property, a 372 unit apartment project located in Plantation, Florida; and | |
• | the Regency Oaks Apartments, a 343 unit apartment project located in Fern Park, Florida. |
Average Annual Rental Rates | ||||||||||||||||||||
Property | 2009 | 2008 | 2007 | 2006 | 2005 | |||||||||||||||
The Sterling Apartment Homes | $ | 19,172/unit | $ | 19,530/unit | $ | 18,741/unit | $ | 18,041/unit | $ | 17,563/unit | ||||||||||
The Sterling Commerce Center | 16.39/s.f. | 16.94/s.f. | 15.92/s.f. | 15.52/s.f. | 15.44/s.f. | |||||||||||||||
Plantation Gardens Apartments | 11,056/unit | 11,474/unit | 11,346/unit | 10,597/unit | 9,795/unit | |||||||||||||||
Regency Oaks Apartments | 7,904/unit | 8,693/unit | 9,174/unit | 8,851/unit | 7,790/unit |
Average Occupancy | ||||||||||||||||||||||||||||
For the Six Months | ||||||||||||||||||||||||||||
Ended June 30, | For the Years Ended December 31, | |||||||||||||||||||||||||||
Property | 2010 | 2009 | 2009 | 2008 | 2007 | 2006 | 2005 | |||||||||||||||||||||
The Sterling Apartment Homes | 96 | % | 92 | % | 94 | % | 97 | % | 96 | % | 96 | % | 94 | % | ||||||||||||||
The Sterling Commerce Center | 79 | % | 82 | % | 81 | % | 82 | % | 80 | % | 80 | % | 82 | % | ||||||||||||||
Plantation Gardens Apartments | 93 | % | 95 | % | 95 | % | 95 | % | 98 | % | 98 | % | 97 | % | ||||||||||||||
Regency Oaks Apartments | 91 | % | 89 | % | 91 | % | 91 | % | 90 | % | 94 | % | 97 | % |
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Principal, | Principal | |||||||||||||||||||
Balance at | Balance | |||||||||||||||||||
June 30, | Interest | Period | Maturity | Due at | ||||||||||||||||
Property | 2010 | Rate(2) | Amortized | Date | Maturity(1) | |||||||||||||||
(In thousands) | (In thousands) | |||||||||||||||||||
The Sterling Apartment Homes and Commerce Center | $ | 77,354 | 5.84 | % | 360 months | 12/01/17 | $ | 66,807 | ||||||||||||
Plantation Gardens Apartments | 23,972 | 6.08 | % | 360 months | 10/01/17 | 20,855 | ||||||||||||||
Regency Oaks Apartments | 11,057 | 6.16 | % | 360 months | 10/01/17 | 9,635 | ||||||||||||||
$ | 112,383 | $ | 97,297 | |||||||||||||||||
(1) | See “Note C — Mortgage Notes Payable” to the consolidated financial statements included in “Item 8. Financial Statements and Supplementary Data” in CCIP’s Annual Report onForm 10-K for the year ended December 31, 2009 for information with respect to CCIP’s ability to prepay these mortgages and other specific details about the mortgages. | |
(2) | Fixed rate mortgages. |
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Year Ended December 31, 2009 | Year Ended December 31, 2008 | |||||||||||||||
Per Limited | Per Limited | |||||||||||||||
Partnership | Partnership | |||||||||||||||
Aggregate | Unit | Aggregate | Unit | |||||||||||||
Surplus Funds(1) | $ | 4,095,000 | $ | 20.57 | $ | 3,475,000 | $ | 17.46 | ||||||||
Surplus Funds(2) | — | — | 750,000 | 3.77 | ||||||||||||
Sales Proceeds(3) | 5,321,000 | 26.73 | — | — | ||||||||||||
Sales Proceeds(4) | 1,391,000 | 6.99 | — | — | ||||||||||||
Total | $ | 10,807,000 | $ | 54.29 | $ | 4,225,000 | $ | 21.23 | ||||||||
(1) | Distribution to Series A limited partners consisted of the release of funds previously reserved from the November 2007 refinance of The Sterling Apartment Homes. | |
(2) | Distribution to limited partners consisted of the release of funds previously reserved from the November 2007 refinance of The Sterling Apartment Homes. | |
(3) | Distribution to Series B limited partners consisted of sale proceeds from the sale of The Knolls Apartments on September 21, 2009. | |
(4) | Distribution to Series C limited partners consisted of sale proceeds from the sale of The Dunes Apartments on August��17, 2009. |
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Approximate | Approximate | |||||||
Number of Series A | Percent of | |||||||
Entity Name and Address | Units | Class | ||||||
Apartment Investment and Management Company(1) | 152,648.05 | (2) | 76.70 | % | ||||
4582 South Ulster Street Parkway, | ||||||||
Suite 1100 | ||||||||
Denver, CO 80237 | ||||||||
AIMCO-GP, Inc.(1) | 152,648.05 | (2) | 76.70 | % | ||||
4582 South Ulster Street Parkway, | ||||||||
Suite 1100 | ||||||||
Denver, CO 80237 | ||||||||
AIMCO Properties, L.P.(1) | 152,648.05 | (2) | 76.70 | % | ||||
4582 South Ulster Street Parkway, | ||||||||
Suite 1100 | ||||||||
Denver, CO 80237 | ||||||||
AIMCO IPLP, L.P.(3) | 50,572.4 | (4) | 25.41 | % | ||||
4582 South Ulster Street Parkway, | ||||||||
Suite 1100 | ||||||||
Denver, CO 80237 | ||||||||
AIMCO/IPT, Inc.(3) | 50,572.4 | (4) | 25.41 | % | ||||
4582 South Ulster Street Parkway, | ||||||||
Suite 1100 | ||||||||
Denver, CO 80237 | ||||||||
Cooper River Properties, L.L.C.(5) | 11,365.6 | 5.71 | % | |||||
4582 South Ulster Street Parkway, | ||||||||
Suite 1100 | ||||||||
Denver, CO 80237 | ||||||||
Reedy River Properties, L.L.C.(6) | 28,832.5 | 14.49 | % | |||||
4582 South Ulster Street Parkway, | ||||||||
Suite 1100 | ||||||||
Denver, CO 80237 |
(1) | AIMCO-GP, Inc., a Delaware corporation, is the sole general partner of AIMCO Properties, L.P., and owns approximately a 1% general partner interest in AIMCO Properties, L.P. AIMCO-GP, Inc. is wholly owned by Apartment Investment and Management Company. As of September 7, 2010, AIMCO-LP Trust, a Delaware trust wholly owned by Apartment Investment and Management Company, owns approximately a 92% interest in the OP Units and equivalents of AIMCO Properties, L.P. |
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(2) | AIMCO Properties, L.P., AIMCO-GP, Inc. and Apartment Investment and Management Company share voting and dispositive power over 152,648.05 Units, representing approximately 76.70% of the class.AIMCO-GP, Inc. holds its Series A Units, directly or indirectly, as nominee for AIMCO Properties, L.P. and so AIMCO Properties, L.P. may be deemed the beneficial owner of the Series A Units held by AIMCO-GP, Inc. Apartment Investment and Management Company may be deemed the beneficial owner of the Series A Units held by AIMCO Properties, L.P. and AIMCO-GP, Inc. by virtue of its indirect ownership or control of these entities. | |
(3) | AIMCO/IPT, Inc. is wholly owned by Apartment Investment and Management Company and holds a 70.0% interest in AIMCO IPLP, L.P. as its general partner. AIMCO Properties, L.P. holds a 30% interest in AIMCO IPLP as the limited partner. | |
(4) | AIMCO IPLP, L.P. and AIMCO/IPT, Inc. share voting and dispositive power over 50,572.4 Series A Units, representing approximately 25.41% of the class. | |
(5) | AIMCO IPLP, L.P. owns 100% of Cooper River Properties, L.L.C. | |
(6) | AIMCO IPLP, L.P. owns 100% of Reedy River Properties, L.L.C. |
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• | Limited partners are being offered the merger consideration, even though the amount of liabilities associated with the properties (including mortgage debt and debt prepayment penalties) exceeded the aggregate appraised value of the properties. | |
• | Limited partners are given a choice of merger consideration, and may elect to receive either cash or OP Units in the merger, except in those jurisdictions where the law prohibits the offer of OP Units (or registration would be prohibitively costly). Accordingly, limited partners may elect the merger consideration they deem most beneficial to them. | |
• | Limited partners who elect to receive cash consideration will receive $4.31 per Series A Unit, which will provide immediate liquidity with respect to their investment. | |
• | Limited partners who elect to receive cash consideration and who recognize taxable gain in the merger will be taxed at current capital gains rates. The maximum long term federal capital gains rate, currently at 15%, is scheduled to increase to 20% in 2011. | |
• | Limited partners may defer recognition of taxable gain by electing to receive OP Units in the merger. | |
• | Limited partners who elect to receive OP Units in the merger will have the opportunity to participate in Aimco OP, which has a more diversified property portfolio than CCIP. | |
• | Although limited partners are not entitled to dissenters’ appraisal rights under Delaware law, the merger agreement provides them with contractual dissenters’ appraisal rights that are similar to the dissenters’ appraisal rights that are available to stockholders in a corporate merger under Delaware law. | |
• | The cash consideration payable to limited partners in the merger was determined based on independent third party appraisals of each of CCIP’s three properties by CRA, an independent valuation firm. | |
• | The number of OP Units issuable to limited partners in the merger was determined based on the average closing price of Aimco common stock, as reported on the NYSE, over the ten consecutive trading days ending on the second trading day immediately prior to the consummation of the merger. | |
• | Although the merger agreement may be terminated by either side at any time, ConCap determined that Aimco OP and the Aimco Subsidiary are very likely to complete the merger on a timely basis. | |
• | Unlike a typical property sale agreement, the merger agreement contains no indemnification provisions, so there is no risk of reduction of the proceeds to limited partners. | |
• | In contrast to a sale of the properties to a third party, which would involve costs associated with marketing, Aimco OP has agreed to pay all expenses associated with the merger. | |
• | CCIP’s term ends on December 31, 2011, and the partnership must then be liquidated in accordance with CCIP’s partnership agreement. |
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• | ConCap, CCIP’s general partner, is an indirectly wholly-owned subsidiary of Aimco, and therefore has conflicts of interest. The terms of the merger were determined without an arm’s-length negotiation. Limited partners might obtain greater consideration in a sale of CCIP’s properties to a third party or parties in arm’s-length negotiations. | |
• | In negotiating the merger agreement, no one separately represented the interests of the limited partners. ConCap did not appoint, or ask the limited partners to appoint, a third party to represent only their interests. If an independent advisor had been engaged, it is possible that such advisor could have negotiated better terms for CCIP’s limited partners. | |
• | Limited partners who elect to receive OP Units in the merger will be subject to the risks related to an investment in OP Units, as described in greater detail under the heading “Risk Factors — Risks Related to an Investment in OP Units.” | |
• | The merger agreement was not approved by a majority of the CCIP limited partners not affiliated with ConCap or Aimco OP. | |
• | No opinion has been obtained from an independent financial advisor that the merger is fair to the CCIP limited partners. | |
• | Limited partners who elect to receive cash consideration may recognize taxable gain in the merger and that gain could exceed the merger consideration. | |
• | The fact that CRA has performed work for Aimco OP and its affiliates in the past and that this pre-existing relationship between CRA and Aimco OP could negatively impact CRA’s independence. | |
• | Limited partners who receive OP Units in the merger could recognize taxable gain if Aimco subsequently sells any of the properties. |
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Appraised value of the Sterling Property | $ | 93,900,000 | ||
Plus: Appraised value of the Plantation Gardens Property | 23,100,000 | |||
Plus: Appraised value of the Regency Oaks Property | 11,700,000 | |||
Plus: Cash and cash equivalents | 523,397 | |||
Plus: Other assets | 1,419,294 | |||
Less: Mortgage debt, including accrued interest | (112,800,556 | ) | ||
Less: Estimated prepayment penalties as of July 31, 2010(1) | (16,801,485 | ) | ||
Less: Loans from affiliates of the general partner(2) | — | |||
Less: Accounts payable and accrued expenses owed to third parties | (1,111,834 | ) | ||
Less: Other liabilities(3) | (824,860 | ) | ||
Less: Estimated trailing payables | (500,000 | ) | ||
Estimated net proceeds available to all partners | $ | (1,396,044 | ) | |
Aggregate proceeds to limited partners | $ | 200,000 | ||
Total number of Series A Units held by unaffiliated limited partners | 46,382.15 | |||
Cash consideration per unit | $ | 4.31 | ||
(1) | Does not include approximately $1,394,235 of the prepayment penalty related to the portion of mortgage debt attributable to the Regency Oaks Property and approximately $5,294,979 of the prepayment penalty related to the portion of the mortgage debt attributable to the Plantation Gardens Property. | |
(2) | Does not include loans from affiliates of the general partner, including accrued interest, of $3,206,600. | |
(3) | Consists primarily of security deposits paid by tenants of the properties. |
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• | Inspected the property and its environs; | |
• | Reviewed demographic and other socioeconomic trends pertaining to the city and region where the property is located; | |
• | Examined regional apartment, office and retail market conditions, with special emphasis on the property’s submarket; | |
• | Investigated lease and sale transactions involving comparable properties in the influencing market; | |
• | Reviewed the existing rent roll and discussed the leasing status with the building manager and leasing agent. In addition, CRA reviewed the property’s recent operating history and those of competing properties; | |
• | Utilized appropriate appraisal methodology to derive estimates of value; and | |
• | Reconciled the estimates of value into a single value conclusion. |
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• | potential gross income from apartment unit rentals of $838,736 per month or $10,064,832 for the appraised year; | |
• | a loss to lease allowance of 1.5% of the gross rent potential; | |
• | rent concessions of 1.0% of the gross rent potential; | |
• | a combined vacancy and collection loss allowance of 5.0%; | |
• | estimated utility recovery of $833 per unit; | |
• | other income of $450 per unit; | |
• | total expenses of $4,248,859; | |
• | capitalization rate of 7.0%. |
• | discounting to present value future cash flows commencing on January 1, 2010 for a ten-year holding period with the eleventh year net operating income used in developing the Sterling Property’s future reversionary value; |
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• | expenses grown by an average annual inflation rate of 3.0%; | |
• | projected revenue increases of 1.5% in year one and 3.0% annually thereafter; | |
• | 535 rentable units throughout the projection period; | |
• | stabilized cash flow based on the income and expense assumptions described above; | |
• | sales expense equal to 2.0% of the reversion. |
• | potential gross income of $2,117,628 for the appraised year; | |
• | a combined vacancy and collection loss allowance of 11.0%; | |
• | parking revenue of $217,044 for the appraised year; | |
• | projected expense recovery amount of $133,389; | |
• | other income of $1,000 for the appraised year; | |
• | total expenses of $1,171,401; | |
• | capitalization rate of 8.50%. |
• | discounting to present value future cash flows commencing on January 1, 2010 for a ten-year holding period with the eleventh year net operating income used in developing the Sterling Property’s future reversionary value; and | |
• | expenses grown by an average annual inflation rate of 3.0%; | |
• | projected revenue increases of 0.0% in year one and 3.0% annually thereafter; | |
• | net rentable area of 115,551 square feet throughout the projection period; | |
• | stabilized cash flow based on the income and expense assumptions described above; | |
• | sales expense equal to 2.0% of the reversion. |
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• | potential gross income from apartment unit rentals of $327,150 per month or $3,925,800 for the appraised year; | |
• | no allowance attributable to loss to lease, based on current rents in place; | |
• | rent concessions of 2.0% of the potential gross income; | |
• | a combined vacancy and collection loss allowance of 5.5%; | |
• | other income of $1,260 per unit; | |
• | total expenses of $2,064,243; | |
• | capitalization rate of 7.75%. |
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• | potential gross income from apartment unit rentals of $211,100 per month or $2,533,200 for the appraised year; | |
• | no allowance attributable to loss to lease, based on current rents in place; | |
• | concession allowance of 1% of the gross rent potential; | |
• | a combined vacancy and collection loss factor of 8.0%; | |
• | estimated utility income of $214,375, or $625 per unit; | |
• | estimated other income of $650 per unit; | |
• | total estimated expenses of $1,776,766; | |
• | capitalization rate of 8.25%. |
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Liquidation | ||||||||||||
Units | Quarterly Distribution | Preference | ||||||||||
Class | Outstanding | per Unit | (per Unit) | |||||||||
Partnership Common Units (OP Units) | 123,030,243 | $ | — | N/A | ||||||||
Class G Partnership Preferred Units(1) | 4,050,000 | $ | 0.586 | $ | 25.00 | |||||||
Class T Partnership Preferred Units | 6,000,000 | $ | 0.50 | $ | 25.00 | |||||||
Class U Partnership Preferred Units | 8,000,000 | $ | 0.484 | $ | 25.00 | |||||||
Class V Partnership Preferred Units | 3,450,000 | $ | 0.50 | $ | 25.00 | |||||||
Class Y Partnership Preferred Units | 3,450,000 | $ | 0.492 | $ | 25.00 | |||||||
Series A CRA Perpetual Partnership Preferred Units(2) | 114 | $ | 4,274.17 | (3) | $ | 500,000.00 | ||||||
Class One Partnership Preferred Units(4) | 90,000 | $ | 2.00 | $ | 91.43 | |||||||
Class Two Partnership Preferred Units(4) | 23,700 | $ | 0.115 | $ | 25.00 | |||||||
Class Three Partnership Preferred Units(4) | 1,366,771 | $ | 0.4923 | $ | 25.00 | |||||||
Class Four Partnership Preferred Units(4) | 755,999 | $ | 0.50 | $ | 25.00 | |||||||
Class Five Partnership Preferred Units(5) | 68,671 | $ | — | N/A | ||||||||
Class Six Partnership Preferred Units(4) | 796,668 | $ | 0.53125 | $ | 25.00 | |||||||
Class Seven Partnership Preferred Units(4) | 27,960 | $ | 0.5938 | $ | 25.00 | |||||||
Class Eight Partnership Preferred Units(5) | 6,250 | $ | — | N/A | ||||||||
Class I High Performance Partnership Units (HPUs)(5) | 2,339,950 | $ | — | N/A |
(1) | Includes 10,000 units held by a consolidated subsidiary that are eliminated in consolidation. |
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(2) | During 2006, Aimco sold 200 shares of its Series A Community Reinvestment Act Perpetual Preferred Stock, $0.01 par value per share, or the CRA Preferred Stock, with a liquidation preference of $500,000 per share, for net proceeds of $97.5 million. The Series A Community Reinvestment Act Perpetual Partnership Preferred Units, or the CRA Preferred Units, have substantially the same terms as the CRA Preferred Stock. Holders of the CRA Preferred Units are entitled to cumulative cash dividends payable quarterly in arrears on March 31, June 30, September 30, and December 31 of each year, when and as declared, beginning on September 30, 2006. For the period from the date of original issuance through March 31, 2015, the distribution rate is a variable rate per annum equal to the Three-Month LIBOR Rate (as defined in the articles supplementary designating the CRA Preferred Stock) plus 1.25%, calculated as of the beginning of each quarterly dividend period. The rate at June 30, 2010 was 1.54%. Upon liquidation, holders of the CRA Preferred Stock are entitled to a preference of $500,000 per share, plus an amount equal to accumulated, accrued and unpaid dividends, whether or not earned or declared. The CRA Preferred Units rank prior to Common OP Units and on the same level as Aimco OP’s other Preferred OP Units, with respect to the payment of distributions and the distribution of amounts upon liquidation, dissolution or winding up. The CRA Preferred Units are not redeemable prior to June 30, 2011, except in limited circumstances related to Aimco’s REIT qualification. On and after June 30, 2011, the CRA Preferred Units are redeemable for cash, in whole or from time to time in part, upon the redemption, at Aimco’s option, of its CRA Preferred Stock at a price per share equal to the liquidation preference, plus accumulated, accrued and unpaid distributions, if any, to the redemption date. | |
(3) | Amount per unit based on 114 units outstanding for the entire period. 20 units were repurchased in May 2010 and received $1,980 in dividends through the date of purchase. | |
(4) | The Class One, Class Two, Class Three, Class Four, Class Six and Class Seven preferred OP Units are redeemable, at the holders’ option. Aimco OP, at its sole discretion, may settle such redemption requests in cash or shares of Aimco’s Class A Common Stock in a value equal to the redemption preference. In the event Aimco OP requires Aimco to issue shares to settle a redemption request, it would issue to Aimco a corresponding number of common OP Units. Aimco OP has a redemption policy that requires cash settlement of redemption requests for the redeemable preferred OP Units, subject to limited exceptions. | |
(5) | The holders of Class Five preferred OP Units, Class Eight preferred OP Units and HPUs receive the same amount of distributions that are paid to holders of an equivalent number of Aimco OP’s outstanding common OP Units. |
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Quarter Ended | High | Low | Dividends | |||||||||
September 30, 2010 (through September 7, 2010) | $ | 22.60 | $ | 18.12 | $ | 0.10 | ||||||
June 30, 2010 | 24.21 | 18.14 | 0.10 | |||||||||
March 31, 2010 | 19.17 | 15.01 | 0.00 | |||||||||
December 31, 2009 | $ | 17.09 | $ | 11.80 | $ | 0.20 | ||||||
September 30, 2009 | 15.91 | 7.36 | 0.10 | |||||||||
June 30, 2009 | 11.10 | 5.18 | 0.10 | |||||||||
March 31, 2009 | 12.89 | 4.57 | 0.00 | |||||||||
December 31, 2008(1) | $ | 43.67 | $ | 7.01 | $ | 3.88 | ||||||
September 30, 2008(1) | 42.28 | 29.25 | 3.00 | |||||||||
June 30, 2008 | 41.24 | 33.33 | 0.60 | |||||||||
March 31, 2008 | 41.11 | 29.91 | 0.00 |
(1) | During 2008, Aimco’s Board of Directors declared special dividends which were paid part in cash and part in shares of Common Stock as further discussed in Note 11 to the consolidated financial statements in Item 8 of Aimco’s Current Report onForm 8-K, dated September 10, 2010 and filed with the SEC on September 10, 2010, which is incorporated herein by reference. Aimco’s Board of Directors declared the dividends to address taxable gains from 2008 property sales. |
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Quarterly | Liquidation | |||||||||||||||||||
Shares | Shares | Dividend | Preference | Conversion | ||||||||||||||||
Class | Authorized | Outstanding | per Share | per Share | Price | |||||||||||||||
Class G Cumulative Preferred Stock(1) | 4,050,000 | 4,050,000 | $ | 0.586 | $ | 25 | NA | |||||||||||||
Class T Cumulative Preferred Stock | 6,000,000 | 6,000,000 | $ | 0.50 | $ | 25 | NA | |||||||||||||
Class U Cumulative Preferred Stock | 8,000,000 | 8,000,000 | $ | 0.484 | $ | 25 | NA | |||||||||||||
Class V Cumulative Preferred Stock | 3,450,000 | 3,450,000 | $ | 0.50 | $ | 25 | NA | |||||||||||||
Class Y Cumulative Preferred Stock | 3,450,000 | 3,450,000 | $ | 0.492 | $ | 25 | NA | |||||||||||||
Series A CRA Perpetual Preferred Stock(2) | 240 | 114 | $ | 4,274.17 | (3) | $ | 500,000 | NA |
(1) | Includes 10,000 shares held by a consolidated subsidiary that are eliminated in consolidation. | |
(2) | During 2006, Aimco sold 200 shares of Series A Community Reinvestment Act Perpetual Preferred Stock, $0.01 par value per share, or the CRA Preferred Stock, with a liquidation preference of $500,000 per share, for net proceeds of $97.5 million. For the period from the date of original issuance through March 31, 2015, the dividend rate is a variable rate per annum equal to the Three-Month LIBOR Rate (as defined in the articles supplementary designating the CRA Preferred Stock) plus 1.25%, calculated as of the beginning of each quarterly dividend period. The rate at June 30, 2010 was 1.54%. Upon liquidation, holders of the CRA Preferred Stock are entitled to a preference of $500,000 per share, plus an amount equal to accumulated, accrued and unpaid dividends, whether or not earned or declared. The CRA Preferred Stock ranks prior to the Aimco common stock and on the same level as Aimco’s outstanding shares of preferred stock with respect to the payment of dividends and the distribution of amounts upon liquidation, dissolution or winding up. The CRA Preferred Stock is not redeemable prior to June 30, 2011, except in limited circumstances related to REIT qualification. On and after June 30, 2011, the CRA Preferred Stock is redeemable for cash, in whole or from time to time in part, at Aimco’s option, at a price per share equal to the liquidation preference, plus accumulated, accrued and unpaid dividends, if any, to the redemption date. | |
(3) | Amount per share is based on 114 shares outstanding for the entire period. 20 shares were repurchased in May 2010 and received $1,980 in dividends through the date of purchase. |
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Class | Date | Price | ||||
Class G Cumulative Preferred Stock | July 15, 2008 | 100 | % | |||
Class T Cumulative Preferred Stock | July 31, 2008 | 100 | % | |||
Class U Cumulative Preferred Stock | March 24, 2009 | 100 | % | |||
Class V Cumulative Preferred Stock | September 29, 2009 | 100 | % | |||
Class Y Cumulative Preferred Stock | December 21, 2009 | 100 | % | |||
Series A CRA Perpetual Preferred Stock | June 30, 2011 | 100 | % |
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OP Units | Common Stock | |
Nature of Investment | ||
The OP Units constitute equity interests entitling each holder to his or her pro rata share of cash distributions made from Available Cash (as such term is defined in the Aimco OP partnership agreement) to the partners of Aimco OP, a Delaware limited partnership. | The common stock constitutes equity interests in Aimco, a Maryland corporation. | |
Voting Rights | ||
Under the Aimco OP partnership agreement, limited partners have voting rights only with respect to certain limited matters such as certain amendments of the partnership agreement and certain transactions such as the institution of bankruptcy proceedings, an assignment for the benefit of creditors and certain transfers by the general partner of its interest in Aimco OP or the admission of a successor general partner. | Each outstanding share of common stock entitles the holder thereof to one vote on all matters submitted to stockholders for a vote, including the election of directors. Holders of common stock have the right to vote on, among other things, a merger of Aimco, amendments to the Aimco charter and the dissolution of Aimco. Certain amendments to the Aimco charter require the affirmative vote of not less than two-thirds of votes entitled to be cast on the matter. The Aimco charter permits the Aimco Board of Directors to classify and issue capital stock in one or more series having voting power which may differ from that of the common stock. | |
Under Maryland law, a consolidation, merger, share exchange or transfer of all or substantially all of the assets of Aimco requires the affirmative vote of not less than two-thirds of all of the votes entitled to be cast on the matter. With respect to each of these transactions, only the holders of common stock are entitled to vote on the matters. No approval of the stockholders is required for the sale of less than all or substantially all of Aimco’s assets. | ||
Maryland law provides that the Aimco Board of Directors must obtain the affirmative vote of at least two-thirds of the votes entitled to be cast on the matter in order to dissolve Aimco. Only the holders of common stock are entitled to vote on Aimco’s dissolution. | ||
Distributions/Dividends | ||
Subject to the rights of holders of any outstanding partnership preferred units, the Aimco OP partnership agreement requires the general partner to cause Aimco OP to distribute quarterly all, or such portion as the general partner may in its sole and absolute discretion determine, of Available Cash (as such term is defined in the partnership agreement) generated by Aimco OP during such quarter to the general partner, the Special Limited Partner and the holders of OP Units and HPUs on the record date established by the general partner with respect to such quarter, in accordance with their respective interests in Aimco OP on such record date. Holders of any Partnership Preferred Units currently issued and which may be issued in the future may have priority over the general partner, the special limited partner and holders of OP Units and HPUs | Holders of the common stock are entitled to receive dividends when and as declared by the Aimco Board of Directors, out of funds legally available therefor. Under the REIT rules, Aimco is required to distribute dividends (other than capital gain dividends) to its stockholders in an amount at least equal to (A) the sum of (i) 90% of Aimco’s “REIT taxable income” (computed without regard to the dividends paid deduction and Aimco’s net capital gain) and (ii) 90% of the net income (after tax), if any, from foreclosure property, minus (B) the sum of certain items of noncash income. See “Certain United States Federal Income Tax Matters.” |
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OP Units | Common Stock | |
with respect to distributions of Available Cash, distributions upon liquidation or other distributions. See “Description of OP Units — Distributions.” The general partner in its sole and absolute discretion may distribute to the holders of OP Units and HPUs Available Cash on a more frequent basis and provide for an appropriate record date. The partnership agreement requires the general partner to take such reasonable efforts, as determined by it in its sole and absolute discretion and consistent with the REIT Requirements, to cause Aimco OP to distribute sufficient amounts to enable the general partner to transfer funds to Aimco and enable Aimco to pay stockholder dividends that will (i) satisfy the requirements for qualifying as a REIT under the Code, and the Treasury Regulations and (ii) avoid any United States Federal income or excise tax liability of Aimco. See “Description of OP Units — Distributions.” | ||
Liquidity and Transferability/Redemption | ||
There is no public market for the OP Units and the OP Units are not listed on any securities exchange. | The common stock is transferable subject to the Ownership Limit set forth in the Aimco charter. The common stock is listed on the NYSE. | |
Under the Aimco OP partnership agreement, until the expiration of one year from the date on which a holder acquired OP Units, subject to certain exceptions, such OP Unitholder may not transfer all or any portion of its OP Units to any transferee without the consent of the general partner, which consent may be withheld in its sole and absolute discretion. After the expiration of one year, such OP Unitholder has the right to transfer all or any portion of its OP Units to any person, subject to the satisfaction of certain conditions specified in the partnership agreement, including the general partner’s right of first refusal. See “Description of OP Units — Transfers and Withdrawals.” After the first anniversary of becoming a holder of OP Units, a holder has the right, subject to the terms and conditions of the partnership agreement, to require Aimco OP to redeem all or a portion of such holder’s OP Units in exchange for shares of common stock or a cash amount equal to the value of such shares, as Aimco OP may elect. See “Description of OP Units — Redemption Rights of Qualifying Parties.” Upon receipt of a notice of redemption, Aimco OP may, in its sole and absolute discretion but subject to the restrictions on the ownership of common stock imposed under the Aimco charter and the transfer restrictions and other limitations thereof, elect to cause Aimco to acquire some or all of the tendered OP Units in exchange for common stock, based on an exchange ratio of one share of common stock for each OP Unit, subject to adjustment as provided in the partnership agreement. |
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Series A Units | OP Units | |
Nature of Investment | ||
The Series A Units constitute equity interests entitling each partner to its pro rata share of distributions to be made to the partners of CCIP. | The OP Units constitute equity interests entitling each holder to his or her pro rata share of cash distributions made from Available Cash (as such term is defined in the partnership agreement) to the partners of Aimco OP. | |
Voting Rights | ||
With limited exceptions, under the CCIP partnership agreement, upon the vote of a majority in units of all limited partners of each series, the limited partners may make amendments to CCIP’s partnership agreement. The limited partners holding a majority of units of each series may remove any or all of the general partners. If a general partner withdraws or is otherwise removed, the remaining general partners may elect to carry on the business of CCIP. If no general partner remains in office, all of the limited partners may elect to reform CCIP and elect a successor general partner to continue CCIP’s business. An affiliate of the general partner of CCIP currently owns a majority of each series of CCIP’s limited partnership units. | Under the Aimco OP partnership agreement, limited partners have voting rights only with respect to certain limited matters such as certain amendments of the partnership agreement and certain transactions such as the institution of bankruptcy proceedings, an assignment for the benefit of creditors and certain transfers by the general partner of its interest in Aimco OP or the admission of a successor general partner. | |
The general partner of CCIP may serialize interests without the consent of the limited partners. | Under the Aimco OP partnership agreement, the general partner has the power to effect the acquisition, sale, transfer, exchange or other disposition of any assets of Aimco OP (including, but not limited to, the exercise or grant of any conversion, option, privilege or subscription right or any other right available in connection with any assets at any time held by Aimco OP) or the merger, consolidation, reorganization or other combination of Aimco OP with or into another entity, all without the consent of the OP Unitholders. | |
The general partner may cause the dissolution of Aimco OP by an “event of withdrawal,” as defined in the Delaware Act (including, without limitation, bankruptcy), unless, within 90 days after the withdrawal, holders of a “majority in interest,” as defined in the Delaware Act, agree in writing, in their sole and absolute discretion, to continue the business of Aimco OP and to the appointment of a successor general partner. The general partner may elect to dissolve Aimco OP in its sole and absolute discretion, with or without the consent of the OP Unitholders. OP Unitholders cannot remove the general partner of Aimco OP with or without cause. |
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Series A Units | OP Units | |
Distributions | ||
Distributions from operations will be made quarterly to the extent deemed available by the general partner. The distributions payable to the partners are not fixed in amount and depend upon the operating results and net sales or refinancing proceeds available from the disposition of CCIP’s assets. | Subject to the rights of holders of any outstanding partnership preferred units, the Aimco OP partnership agreement requires the general partner to cause Aimco OP to distribute quarterly all, or such portion as the general partner may in its sole and absolute discretion determine, of Available Cash (as such term is defined in the partnership agreement) generated by Aimco OP during such quarter to the general partner, the special limited partner and the holders of OP Units and HPUs on the record date established by the general partner with respect to such quarter, in accordance with their respective interests in Aimco OP on such record date. Holders of any partnership preferred units currently issued and which may be issued in the future may have priority over the general partner, the special limited partner and holders of OP Units and HPUs with respect to distributions of Available Cash, distributions upon liquidation or other distributions. See “Description of OP Units — Distributions.” The general partner in its sole and absolute discretion may distribute to the holders of OP Units and HPUs Available Cash on a more frequent basis and provide for an appropriate record date. The partnership agreement requires the general partner to take such reasonable efforts, as determined by it in its sole and absolute discretion and consistent with the REIT requirements, to cause Aimco OP to distribute sufficient amounts to enable the general partner to transfer funds to Aimco and enable Aimco to pay stockholder dividends that will (i) satisfy the requirements for qualifying as a REIT under the Code, and the Treasury Regulations and (ii) avoid any United States Federal income or excise tax liability of Aimco. See “Description of OP Units — Distributions.” | |
Liquidity and Transferability/Redemption | ||
There is a limited market for the Series A Units and the Series A Units are not listed on any securities exchange. | There is no public market for the OP Units and the OP Units are not listed on any securities exchange. |
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Series A Units | OP Units | |
Under the CCIP partnership agreement, holders of Series A Units may transfer Series A Units by written instrument satisfactory in form to the general partner, accompanied by such assurances of the genuineness and effectiveness of each such signature, provided that the limited partner obtains any governmental approval as reasonably required by the general partner and that the transfer is effected in accordance with the provisions of the CCIP partnership agreement. A minimum of five units may be transferred. Notwithstanding the above, no partner may make a transfer if the transfer would, when considered with all other transfers in the same applicable twelve month period, cause a termination of the partnership for federal or any applicable state income tax purposes. No assignee of a limited partner’s interest may become a substituted limited partner unless (a) the assignor designates such intention in the instrument of assignment, (b) the written consent of the general partner is obtained, which consent may be withheld in the general partner’s sole discretion, (c) the assignment instrument is satisfactory to the general partner in form and substance, (d) the assignor and assignee execute and acknowledge other instruments that the general partner deems necessary or desirable to effect admission, and (e) and the assignee accepts, adopts, and approves in writing all the terms of the partnership agreement. Unauthorized assignments and transfers arevoid ab initio. The CCIP partnership agreement contains no redemption rights. | Under the Aimco OP partnership agreement, until the expiration of one year from the date on which a holder acquired OP Units, subject to certain exceptions, such OP Unitholder may not transfer all or any portion of its OP Units to any transferee without the consent of the general partner, which consent may be withheld in its sole and absolute discretion. After the expiration of one year, such OP Unitholder has the right to transfer all or any portion of its OP Units to any person, subject to the satisfaction of certain conditions specified in the partnership agreement, including the general partner’s right of first refusal. See “Description of OP Units — Transfers and Withdrawals.” After the first anniversary of becoming a holder of OP Units, a holder has the right, subject to the terms and conditions of the partnership agreement, to require Aimco OP to redeem all or a portion of such holder’s OP Units in exchange for shares of common stock or a cash amount equal to the value of such shares, as Aimco OP may elect. See “Description of OP Units — Redemption Rights of Qualifying Parties.” Upon receipt of a notice of redemption, Aimco OP may, in its sole and absolute discretion but subject to the restrictions on the ownership of common stock imposed under the Aimco charter and the transfer restrictions and other limitations thereof, elect to cause Aimco to acquire some or all of the tendered OP Units in exchange for common stock, based on an exchange ratio of one share of common stock for each OP Unit, subject to adjustment as provided in the partnership agreement. |
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Series A Units | OP Units | |
Fiduciary Duty | ||
Delaware law provides that, except as provided in a partnership agreement, a general partner owes the fiduciary duties of loyalty and care to the partnership and its limited partners. The CCIP partnership agreement provides that ConCap, as the general partner, has a fiduciary responsibility for the safekeeping and use of all funds of the partnership, whether or not in ConCap’s immediate possession or control, and shall not employ or permit another to employ such funds or assets in any manner except for the exclusive benefit of the partnership. ConCap and its affiliates may acquire units on their own behalf and for their own benefit, provided that such right does not create any preference in rights or benefits in favor of such persons or permit them to buy units other than at the same cash price and on the same terms as are available to other non-affiliated limited partners. The CCIP partnership agreement expressly limits the liability of ConCap and its affiliates by providing that, except in the case of negligence or misconduct, ConCap and its affiliates or agents acting on their behalf will not be liable, responsible or accountable in damages or otherwise to CCIP (in any action, including a CCIP derivative suit) or to any of the limited partners for the doing of any act or the failure to do any act, the effect of which may cause or result in loss or damage to CCIP, if done in good faith to promote the best interests of CCIP. | Delaware law provides that, except as provided in a partnership agreement, a general partner owes the fiduciary duties of loyalty and care to the partnership and its limited partners. The Aimco OP partnership agreement expressly authorizes the general partner to enter into, on behalf of Aimco OP, a right of first opportunity arrangement and other conflict avoidance agreements with various affiliates of Aimco OP and the general partner, on such terms as the general partner, in its sole and absolute discretion, believes are advisable. The Aimco OP partnership agreement expressly limits the liability of the general partner by providing that the general partner, and its officers and directors, will not be liable or accountable in damages to Aimco OP, the limited partners or assignees for errors in judgment or mistakes of fact or law or of any act or omission if the general partner or such director or officer acted in good faith. | |
Investment Policy | ||
CCIP is engaged in the business of operating and holding real estate properties for investment. In general, ConCap, as the general partner, regularly evaluates CCIP’s properties by considering various factors, such as the partnership’s financial position and real estate and capital markets conditions. ConCap monitors a property’s specific locale andsub-market conditions (including stability of the surrounding neighborhood), evaluating current trends, competition, new construction and economic changes. It oversees the operating performance of the property and evaluates the physical improvement requirements. In addition, the financing structure for the property (including any prepayment penalties), tax implications, availability of attractive mortgage financing to a purchaser, and the investment climate are all considered. Any of these factors, and possibly others, could potentially contribute to any decision by ConCap to sell, refinance, upgrade with capital improvements or hold a partnership property. | Aimco OP was formed to engage in the acquisition, ownership, management and redevelopment of apartment properties. Although it holds all of its properties for investment, Aimco OP may sell properties when they do not meet its investment criteria or are located in areas that it believes do not justify a continued investment when compared to alternative uses for capital. Its portfolio management strategy includes property acquisitions and dispositions to concentrate its portfolio in its target markets. It may market for sale certain properties that are inconsistent with this long-term investment strategy. Additionally, from time to time, Aimco OP may market certain properties that are consistent with this strategy but offer attractive returns. Aimco OP may use its share of the net proceeds from such dispositions to, among other things, reduce debt, fund capital expenditures on existing assets, fund acquisitions, and for other operating needs and corporate purposes. |
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• | Aimco will be taxed at regular corporate rates on any undistributed REIT taxable income, including undistributed net capital gains. | |
• | A 100% excise tax may be imposed on some items of income and expense that are directly or constructively paid between Aimco and its taxable REIT subsidiaries (as described below) if and to the extent that the IRS successfully asserts that the economic arrangements between Aimco and its taxable REIT subsidiaries are not comparable to similar arrangements between unrelated parties. | |
• | If Aimco has net income from prohibited transactions, which are, in general, sales or other dispositions of property held primarily for sale to customers in the ordinary course of business, other than foreclosure property, such income will be subject to a 100% tax. | |
• | If we elect to treat property that we acquire in connection with a foreclosure of a mortgage loan or certain leasehold terminations as “foreclosure property,” we may thereby avoid the 100% prohibited transactions tax on gain from a resale of that property (if the sale would otherwise constitute a prohibited transaction), but the income from the sale or operation of the property may be subject to corporate income tax at the highest applicable rate (currently 35%). We do not anticipate receiving any income from foreclosure property. | |
• | If Aimco should fail to satisfy the 75% gross income test or the 95% gross income test (as discussed below), but has nonetheless maintained its qualification as a REIT because certain other requirements have been met, it will be subject to a 100% tax on an amount based on the magnitude of the failure adjusted to reflect the profit margin associated with Aimco’s gross income. | |
• | Similarly, if Aimco should fail to satisfy the asset or other requirements applicable to REITs, as described below, yet nonetheless maintain its qualification as a REIT because there is reasonable cause for the failure and other applicable requirements are met, it may be subject to an excise tax. In that case, the amount of the tax will be at least $50,000 per failure, and, in the case of certain asset test failures, will be determined as the amount of net income generated by the assets in question multiplied by the highest corporate tax rate (currently 35%) if that amount exceeds $50,000 per failure. | |
• | If Aimco should fail to distribute during each calendar year at least the sum of (i) 85% of its REIT ordinary income for such year, (ii) 95% of its REIT capital gain net income for such year, and (iii) any undistributed taxable income from prior periods, Aimco would be required to pay a 4% excise tax on the excess of the required distribution over the sum of (a) the amounts actually distributed, plus (b) retained amounts on which income tax is paid at the corporate level. | |
• | Aimco may be required to pay monetary penalties to the IRS in certain circumstances, including if it fails to meet the record keeping requirements intended to monitor its compliance with rules relating to the composition of a REIT’s stockholders, as described below in “— Taxation of Aimco and Aimco Stockholders — Requirements for Qualification — General.” |
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• | If Aimco acquires appreciated assets from a corporation that is not a REIT (i.e., a “subchapter C corporation”) in a transaction in which the adjusted tax basis of the assets in the hands of Aimco is determined by reference to the adjusted tax basis of the assets in the hands of the subchapter C corporation, Aimco may be subject to tax on such appreciation at the highest corporate income tax rate then applicable if Aimco subsequently recognizes gain on the disposition of any such asset during the ten-year period following its acquisition from the subchapter C corporation. | |
• | Certain earnings of Aimco’s subsidiaries are subchapter C corporations, the earnings of which could be subject to Federal corporate income tax. | |
• | Aimco may be subject to the “alternative minimum tax” on its items of tax preference, including any deductions of net operating losses. | |
• | Aimco and its subsidiaries may be subject to a variety of taxes, including state, local and foreign income taxes, property taxes and other taxes on their assets and operations. Aimco could also be subject to tax in situations and on transactions not presently contemplated. |
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• | First, at least 75% of Aimco’s gross income for each taxable year, excluding gross income from sales of inventory or dealer property in “prohibited transactions,” must be derived from investments relating to real property or mortgages on real property, including “rents from real property,” dividends received from other REITs, interest income derived from mortgage loans secured by real property, and gains from the sale of real estate assets, as well as certain types of temporary investments. | |
• | Second, at least 95% of Aimco’s gross income for each taxable year, excluding gross income from prohibited transactions, must be derived from some combination of such income from investments in real property (i.e., income that qualifies under the 75% income test described above), as well as other dividends, interest and gains from the sale or disposition of stock or securities, which need not have any relation to real property. |
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• | First, at least 75% of the value of the total assets of Aimco total assets must be represented by some combination of “real estate assets,” cash, cash items, U.S. government securities, and under some circumstances, stock or debt instruments purchased with new capital. For this purpose, “real estate assets” include interests in real property, such as land, buildings, leasehold interests in real property, stock of other corporations that qualify as REITs, and some kinds of mortgage backed securities and mortgage loans. Assets that do not qualify for purposes of the 75% test are subject to the additional asset tests described below. | |
• | Second, not more than 25% of Aimco’s total assets may be represented by securities other than those in the 75% asset class. | |
• | Third, of the investments included in the 25% asset class, the value of any one issuer’s securities owned by Aimco may not exceed 5% of the value of Aimco’s total assets, Aimco may not own more than 10% of any one issuer’s outstanding voting securities, and Aimco may not own more than 10% of the total value of the |
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outstanding securities of any one issuer. The 5% and 10% asset tests do not apply to securities of taxable REIT subsidiaries. |
• | Fourth, the aggregate value of all securities of taxable REIT subsidiaries held by Aimco may not exceed 25% of the value of Aimco’s total assets. |
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• | the sum of |
• | the sum of certain items of noncash income. |
• | 85% of its REIT ordinary income for such year, |
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• | the stock is of a class that is “regularly traded” (as defined by applicable Treasury Regulations) on an established securities market (e.g., the NYSE, on which Aimco stock is listed), and | |
• | the sellingNon-U.S. Holder held 5% or less of such class of Aimco’s outstanding stock at all times during a specified testing period. |
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• | the UBTI Percentage is at least 5%, | |
• | Aimco qualifies as a REIT by reason of the modification of the5/50 Rule that allows the beneficiaries of the pension trust to be treated as holding shares of Aimco in proportion to their actuarial interest in the pension trust, and | |
• | either (A) one pension trust owns more than 25% of the value of Aimco’s stock or (B) a group of pension trusts each individually holding more than 10% of the value of Aimco’s stock collectively owns more than 50% of the value of Aimco’s stock. |
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Information Agent Fees | $ | 2,500 | ||
Printing Fees | 20,000 | |||
Postage Fees | 42,000 | |||
Tax and Accounting Fees | 80,000 | |||
Appraisal Fees | 31,710 | |||
Legal Fees | 400,000 | |||
Total | $ | 576,210 |
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• | Proxy Statement for the 2010 Annual Meeting of Stockholders of Aimco; | |
• | Aimco’s Annual Report onForm 10-K for the year ended December 31, 2009; | |
• | Aimco’s Quarterly Report onForm 10-Q for the quarter ended June 30, 2010; | |
• | Aimco’s Current Reports onForm 8-K, dated April 26, 2010 (filed April 29, 2010), dated May 24, 2010 (filed May 24, 2010), dated July 30, 2010 (filed July 30, 2010), dated September 1, 2010 (filed September 3, 2010), dated September 7, 2010 (filed September 7, 2010) and dated September 10, 2010 (filed September 10, 2010); | |
• | Aimco OP’s Annual Report onForm 10-K for the year ended December 31, 2009; | |
• | Aimco OP’s Quarterly Report onForm 10-Q for the quarter ended June 30, 2010; | |
• | Aimco OP’s Current Reports onForm 8-K, dated May 24, 2010 (filed May 24, 2010) dated September 1, 2010 (filed September 3, 2010) and dated September 10, 2010 (filed September 10, 2010). |
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By: | ConCap Equities, Inc., its General Partner | |
By: |
By: | Aimco Properties, L.P., its sole Member |
By: | AIMCO-GP, Inc. its General Partner | |
By: |
By: | AIMCO-GP, Inc., its General Partner | |
By: |
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Name (Age) | Position | |
Terry Considine(62) | Chairman of the Board of Directors and Chief Executive Officer of Aimco; Director, Chief Executive Officer and President of AIMCO-GP and AIMCO/IPT. | |
Timothy Beaudin(51) | President and Chief Operating Officer of Aimco, AIMCO-GP, AIMCO/IPT and ConCap. | |
Lisa R. Cohn(41) | Executive Vice President, General Counsel and Secretary of Aimco, AIMCO-GP, AIMCO/IPT and ConCap. | |
Miles Cortez(66) | Executive Vice President and Chief Administrative Officer of Aimco, AIMCO-GP and AIMCO/IPT. | |
Ernest M. Freedman(39) | Executive Vice President and Chief Financial Officer of Aimco,AIMCO-GP, AIMCO/IPT and ConCap. | |
Steven D. Cordes(37) | Senior Vice President of Aimco, AIMCO-GP, AIMCO/IPT and ConCap; Director of ConCap. | |
John Bezzant(47) | Senior Vice President of Aimco, AIMCO-GP, AIMCO/IPT and ConCap; Director of ConCap. | |
Paul Beldin(36) | Senior Vice President and Chief Accounting Officer of Aimco,AIMCO-GP, AIMCO/IPT and ConCap. | |
Stephen B. Waters(47) | Senior Director of Partnership Accounting of Aimco, AIMCO-GP, AIMCO/IPT and ConCap. | |
James N. Bailey(63) | Director of Aimco | |
Richard S. Ellwood(78) | Director of Aimco | |
Thomas L. Keltner(63) | Director of Aimco | |
J. Landis Martin(64) | Director of Aimco | |
Robert A. Miller(64) | Director of Aimco | |
Michael A. Stein(56) | Director of Aimco | |
Kathleen M. Nelson(64) | Director of Aimco |
Name | Biographical Summary of Current Directors and Officers | |
Terry Considine | Mr. Considine has been Chairman of the Board of Directors and Chief Executive Officer of Aimco and AIMCO-GP, Inc. since July 1994, and has been a director, Chief Executive Officer and President of AIMCO/IPT since February 1999. Mr. Considine also serves on the board of directors of Intrepid Potash, Inc. a publicly held producer of potash, and, until its acquisition in early 2009, Mr. Considine served as Chairman of the Board and Chief Executive Officer of American Land Lease, Inc. Mr. Considine has over 40 years of experience in the real estate and other industries. Among other real estate ventures, in 1975, Mr. Considine founded and managed the predecessor companies that became Aimco at its initial public offering in 1994. |
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Name | Biographical Summary of Current Directors and Officers | |
Timothy Beaudin | Mr. Beaudin was appointed President and Chief Operating Officer of Aimco, AIMCO-GP, AIMCO/IPT and ConCap in February 2009. He joined the companies as Executive Vice President and Chief Development Officer in October 2005 and was appointed Executive Vice President and Chief Property Operating Officer in October 2008. Mr. Beaudin oversees conventional and affordable property operations, transactions, asset management, and redevelopment and construction services. Prior to joining Aimco and beginning in 1995, Mr. Beaudin was with Catellus Development Corporation, a San Francisco, California-based real estate investment trust. During his last five years at Catellus, Mr. Beaudin served as Executive Vice President, with management responsibility for development, construction and asset management. | |
Lisa R. Cohn | Ms. Cohn was appointed Executive Vice President, General Counsel and Secretary of Aimco, AIMCO-GP, AIMCO/IPT and ConCap in December 2007. In addition to serving as general counsel, Ms. Cohn has executive responsibility for insurance and risk management as well as human resources. From January 2004 to December 2007, Ms. Cohn served as Senior Vice President and Assistant General Counsel. She joined Aimco in July 2002 as Vice President and Assistant General Counsel. Prior to joining the Company, Ms. Cohn was in private practice with the law firm of Hogan & Hartson LLP with a focus on public and private mergers and acquisitions, venture capital financing, securities and corporate governance. | |
Miles Cortez | Mr. Cortez was appointed Executive Vice President and Chief Administrative Officer in December 2007. He is responsible for administration, government relations, communications and special projects. Mr. Cortez joined Aimco in August 2001 as Executive Vice President, General Counsel and Secretary. Prior to joining the Company, Mr. Cortez was the senior partner of Cortez Macaulay Bernhardt & Schuetze LLC, a Denver, Colorado law firm, from December 1997 through September 2001. He served as president of the Colorado Bar Association from 1996 to 1997 and the Denver Bar Association from 1982 to 1983. | |
Ernest M. Freedman | Ernest M. Freedman was appointed Executive Vice President and Chief Financial Officer of Aimco, AIMCO-GP, AIMCO/IPT and ConCap effective November 1, 2009. Mr. Freedman joined Aimco in 2007 as Senior Vice President of Financial Planning and Analysis and has served as Senior Vice President of Finance since February 2009, responsible for financial planning, tax, accounting and related areas. From 2004 to 2007, Mr. Freedman served as Chief Financial Officer of HEI Hotels and Resorts. From 2000 to 2004, Mr. Freedman was at GE Real Estate in a number of capacities, including operations controller and finance manager for investments and acquisitions. From 1993 to 2000, Mr. Freedman was with Ernst & Young, LLP, including one year as a senior manager in the real estate practice. Mr. Freedman is a certified public accountant. | |
Steven D. Cordes | Steven D. Cordes was appointed as a Director of ConCap effective March 2, 2009. Mr. Cordes has been a Senior Vice President of Aimco,AIMCO-GP, AIMCO/IPT and ConCap since May 2007. Mr. Cordes was appointed Senior Vice President — Structured Equity in May 2007. Mr. Cordes joined Aimco in 2001 as a Vice President of Capital Markets with responsibility for Aimco’s joint ventures and equity capital markets activity. Prior to joining Aimco, Mr. Cordes was a manager in the financial consulting practice of PricewaterhouseCoopers. Effective March 2009, Mr. Cordes was appointed to serve as the equivalent of the chief executive officer of the Partnership. |
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Name | Biographical Summary of Current Directors and Officers | |
John Bezzant | John Bezzant was appointed as a Director of ConCap effective December 16, 2009. Mr. Bezzant currently serves as a Senior Vice President of ConCap and Aimco. Mr. Bezzant joined Aimco in June 2006 as Senior Vice President — Development. Prior to joining Aimco, from 2005 to June 2006, Mr. Bezzant was a First Vice President at Prologis and from 1986 to 2005, Mr. Bezzant served as Vice President, Asset Management at Catellus Development Corporation. | |
Paul Beldin | Paul Beldin was appointed Senior Vice President and Chief Accounting Officer of Aimco and ConCap in May 2008. Mr. Beldin joined Aimco in May 2008. Prior to that, Mr. Beldin served as controller and then as chief financial officer of America First Apartment Investors, Inc., a publicly traded multifamily real estate investment trust, from May 2005 to September 2007 when the company was acquired by Sentinel Real Estate Corporation. Prior to joining America First Apartment Investors, Inc., Mr. Beldin was a senior manager at Deloitte and Touche LLP, where he was employed from August 1996 to May 2005, including two years as an audit manager in SEC services at Deloitte’s national office. | |
Stephen B. Waters | Stephen B. Waters was appointed Senior Director of Partnership Accounting of Aimco and ConCap in June 2009. Mr. Waters has responsibility for partnership accounting with Aimco and serves as the principal financial officer of ConCap. Mr. Waters joined Aimco as a Director of Real Estate Accounting in September 1999 and was appointed Vice President of ConCap and Aimco in April 2004. Prior to joining Aimco, Mr. Waters was a senior manager at Ernst & Young LLP. | |
James N. Bailey | Mr. Bailey was first elected as a director of Aimco in June 2000 and is currently Chairman of the Nominating and Corporate Governance Committee and a member of the Audit and Compensation and Human Resources Committees. Mr. Bailey co-founded Cambridge Associates, LLC, an investment consulting firm, in 1973 and currently serves as its Senior Managing Director and Treasurer. He is also a co-founder, director and treasurer of The Plymouth Rock Company, and a director of SRB Corporation, Inc. and Homeowners Direct Company, all three of which are insurance companies and insurance company affiliates. He also serves as an Overseer for the New England Aquarium, and is on its audit and investment committees. Mr. Bailey is a member of the Massachusetts Bar and the American Bar Associations. Mr. Bailey, a long-time entrepreneur, brings particular expertise to the board in the areas of investment and financial planning, capital markets, evaluation of institutional real estate markets and managers of all property types. |
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Name | Biographical Summary of Current Directors and Officers | |
Richard S. Ellwood | Mr. Ellwood was first elected as a director of Aimco in July 1994. Mr. Ellwood is currently a member of the Audit, Compensation and Human Resources, and Nominating and Corporate Governance Committees. Mr. Ellwood was the founder and President of R.S. Ellwood & Co., Incorporated, which he operated as a real estate investment banking firm through 2004. Prior to forming his firm, Mr. Ellwood had 31 years experience on Wall Street as an investment banker, serving as: Managing Director and senior banker at Merrill Lynch Capital Markets from 1984 to 1987; Managing Director at Warburg Paribas Becker from 1978 to 1984; general partner and then Senior Vice President and a director at White, Weld & Co. from 1968 to 1978; and in various capacities at J.P. Morgan & Co. from 1955 to 1968. Mr. Ellwood served as a director of Felcor Lodging Trust, Incorporated, a publicly held company, from 1994 to 2009. He is as a trustee of the Diocesan Investment Trust of the Episcopal Diocese of New Jersey and is chairman of the diocesan audit committee. As one of the first real estate investment bankers, Mr. Ellwood brings particular expertise in real estate finance through corporate securities in both public and private markets as well as in direct property financings through mortgage placements, limited partnerships and joint ventures. | |
Thomas L. Keltner | Mr. Keltner was first elected as a director of Aimco in April 2007 and is currently a member of the Audit, Compensation and Human Resources, and Nominating and Corporate Governance Committees. Mr. Keltner served as Executive Vice President and Chief Executive Officer — Americas and Global Brands for Hilton Hotels Corporation from March 2007 through March 2008, which concluded the transition period following Hilton’s acquisition by The Blackstone Group. Mr. Keltner joined Hilton Hotels Corporation in 1999 and served in various roles. Mr. Keltner has more than 20 years of experience in the areas of hotel development, acquisition, disposition, franchising and management. Prior to joining Hilton Hotels Corporation, from 1993 to 1999, Mr. Keltner served in several positions with Promus Hotel Corporation, including President, Brand Performance and Development. Before joining Promus Hotel Corporation, he served in various capacities with Holiday Inn Worldwide, Holiday Inns International and Holiday Inns, Inc. In addition, Mr. Keltner was President of Saudi Marriott Company, a division of Marriott Corporation, and was a management consultant with Cresap, McCormick and Paget, Inc. Mr. Keltner brings particular expertise to the board in the areas of property operations, marketing, branding, development and customer service. |
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Name | Biographical Summary of Current Directors and Officers | |
J. Landis Martin | Mr. Martin was first elected as a director of Aimco in July 1994 and is currently Chairman of the Compensation and Human Resources Committee. Mr. Martin is also a member of the Audit and Nominating and Corporate Governance Committees and serves as the Lead Independent Director of Aimco’s Board. Mr. Martin is the Founder and Managing Director of Platte River Ventures LLC, a private equity firm. In November 2005, Mr. Martin retired as Chairman and CEO of Titanium Metals Corporation, a publicly held integrated producer of titanium metals, where he served since January 1994. Mr. Martin served as President and CEO of NL Industries, Inc., a publicly held manufacturer of titanium dioxide chemicals, from 1987 to 2003. Mr. Martin is also a director of Crown Castle International Corporation, a publicly held wireless communications company, Halliburton Company, a publicly held provider of products and services to the energy industry, and Intrepid Potash, Inc., a publicly held producer of potash. As a former chief executive of four NYSE-listed companies, Mr. Martin brings particular expertise to the board in the areas of operations, finance and governance. | |
Robert A. Miller | Mr. Miller was first elected as a director of Aimco in April 2007 and is currently a member of the Audit, Compensation and Human Resources, and Nominating and Corporate Governance Committees. Mr. Miller has served as the President of Marriott Leisure since 1997. Prior to joining Marriott Leisure, from 1984 to 1988, Mr. Miller served as Executive Vice President & General Manager of Marriott Vacation Club International and then as its President from 1988 to 1997. In 1984, Mr. Miller and a partner sold their company, American Resorts, Inc., to Marriott. Mr. Miller co-founded American Resorts, Inc. in 1978, and it was the first business model to encompass all aspects of timeshare resort development, sales, management and operations. Prior to founding American Resorts, Inc., from 1972 to 1978, Mr. Miller was Chief Financial Officer of Fleetwing Corporation, a regional retail and wholesale petroleum company. Prior to joining Fleetwing, Mr. Miller served for five years as a staff accountant for Arthur Young & Company. Mr. Miller is past Chairman and currently a director of the American Resort Development Association (“ARDA”) and currently serves as Chairman and director of the ARDA International Foundation. As a successful real estate entrepreneur, Mr. Miller brings particular expertise to the board in the areas of operations, management, marketing, sales, and development, as well as finance and accounting. |
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Name | Biographical Summary of Current Directors and Officers | |
Michael A. Stein | Mr. Stein was first elected as a director of Aimco in October 2004 and is currently the Chairman of the Audit Committee. Mr. Stein is also a member of the Compensation and Human Resources and Nominating and Corporate Governance Committees. From January 2001 until its acquisition by Eli Lilly in January 2007, Mr. Stein served as Senior Vice President and Chief Financial Officer of ICOS Corporation, a biotechnology company based in Bothell, Washington. From October 1998 to September 2000, Mr. Stein was Executive Vice President and Chief Financial Officer of Nordstrom, Inc. From 1989 to September 1998, Mr. Stein served in various capacities with Marriott International, Inc., including Executive Vice President and Chief Financial Officer from 1993 to 1998. Mr. Stein serves on the Board of Directors of Nautilus, Inc., which is a publicly held fitness company, and the Board of Directors of Providence Health & Services, a not-for-profit health system operating hospitals and other health care facilities across Alaska, Washington, Montana, Oregon and California. As the former chief financial officer of two NYSE-listed companies and a former partner at Arthur Andersen, Mr. Stein brings particular expertise to the board in the areas of corporate and real estate finance, and accounting and auditing for large and complex business operations. | |
Kathleen M. Nelson | Ms. Nelson was first elected as a director of Aimco in April 2010, and currently serves on the Audit, Compensation and Human Resources, and Nominating and Corporate Governance Committees. Ms. Nelson has an extensive background in commercial real estate and financial services with over 40 years of experience including 36 years at TIAA-CREF. She held the position of Managing Director/Group Leader and Chief Administrative Officer for TIAA-CREF’s mortgage and real estate division. Ms. Nelson developed and staffed TIAA’s real estate research department. She retired from this position in December 2004 and founded and serves as president of KMN Associates LLC, a commercial real estate investment advisory and consulting firm. In 2009, Ms. Nelson co-founded and serves as Managing Principal of Bay Hollow Associates, LLC, a commercial real estate consulting firm, which provides counsel to institutional investors. Ms. Nelson served as the International Council of Shopping Centers’ chairman for the 2003-04 term and has been an ICSC Trustee since 1991. She also is the chairman of the ICSC Audit Committee and is a member of various other committees. Ms. Nelson serves on the Board of Directors of CBL & Associates Properties, Inc., which is a publicly held REIT that develops and manages retail shopping properties. She is a member of Castagna Realty Company Advisory Board and has served as an advisor to the Rand Institute Center for Terrorism Risk Management Policy and on the board of the Greater Jamaica Development Corporation. Ms. Nelson serves on the Advisory Board of the Beverly Willis Architectural Foundation and is a member of the Anglo American Real Property Institute. Ms. Nelson brings to the board particular expertise in the areas of real estate finance and investment. |
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(Mark One) | ||
þ | ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 | |
For the fiscal year ended December 31, 2009 | ||
or | ||
o | TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 | |
For the transition period from to |
Delaware | 94-2744492 | |
(State or other jurisdiction of incorporation or organization) | (I.R.S. Employer Identification No.) |
Large accelerated filer o | Accelerated filer o | Non-accelerated filer o | Smaller reporting company þ |
None
D-1
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Item 1. | Business. |
D-2
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D-3
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Item 2. | Properties. |
Date of | ||||||||
Property | Acquisition | Type of Ownership | Use | |||||
The Sterling Apartment Homes and Commerce Center Philadelphia, PA | 12/01/95 | Fee ownership, subject to a first mortgage(1) | Apartment 536 units Commercial 137,068 sq ft | |||||
Plantation Gardens Apartments Plantation, FL | 11/10/03 | Fee ownership, subject to a first mortgage | Apartment 372 units | |||||
Regency Oaks Apartments Fern Park, FL | 11/10/03 | Fee ownership, subject to a first mortgage | Apartment 343 units |
(1) | Property is held by a limited partnership in which the Partnership ultimately owns a 100% interest. |
D-4
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Gross | ||||||||||||||||||||
Carrying | Accumulated | Depreciable | Method of | Federal | ||||||||||||||||
Property | Value | Depreciation | Life | Depreciation | Tax Basis | |||||||||||||||
(In thousands) | (In thousands) | |||||||||||||||||||
The Sterling Apartment Homes and Commerce Center | $ | 52,416 | $ | 33,375 | 5-30 yrs | S/L | $ | 26,301 | ||||||||||||
Plantation Gardens Apartments | 23,729 | 4,102 | 5-30 yrs | S/L | 19,143 | |||||||||||||||
Regency Oaks Apartments | 14,252 | 4,262 | 5-30 yrs | S/L | 10,293 | |||||||||||||||
$ | 90,397 | $ | 41,739 | $ | 55,737 | |||||||||||||||
D-5
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Principal | Principal | |||||||||||||||||||
Balance at | Balance | |||||||||||||||||||
December 31, | Interest | Period | Maturity | Due at | ||||||||||||||||
Property | 2009 | Rate(2) | Amortized | Date | Maturity(1) | |||||||||||||||
(In thousands) | (In thousands) | |||||||||||||||||||
The Sterling Apartment Homes and Commerce Center | $ | 77,915 | 5.84 | % | 360 months | 12/01/17 | $ | 66,807 | ||||||||||||
Plantation Gardens Apartments | 24,141 | 6.08 | % | 360 months | 10/01/17 | 20,855 | ||||||||||||||
Regency Oaks Apartments | 11,133 | 6.16 | % | 360 months | 10/01/17 | 9,635 | ||||||||||||||
$ | 113,189 | $ | 97,297 | |||||||||||||||||
(1) | See “Note C — Mortgage Notes Payable” to the consolidated financial statements included in “Item 8. Financial Statements and Supplementary Data” for information with respect to the Partnership’s ability to prepay these mortgages and other specific details about the mortgages. | |
(2) | Fixed rate mortgages. |
Average Annual | Average | |||||||||||||||
Rental Rates | Occupancy | |||||||||||||||
Property | 2009 | 2008 | 2009 | 2008 | ||||||||||||
The Sterling Apartment Homes(1) | $ | 19,172/unit | $ | 19,530/unit | 94 | % | 97 | % | ||||||||
The Sterling Commerce Center | 16.39/s.f. | 16.94/s.f. | 81 | % | 82 | % | ||||||||||
Plantation Gardens Apartments | 11,056/unit | 11,474/unit | 95 | % | 95 | % | ||||||||||
Regency Oaks Apartments | 7,904/unit | 8,693/unit | 91 | % | 91 | % |
(1) | The General Partner attributes the decrease in occupancy at The Sterling Apartment Homes to the soft rental market in the local area. |
D-6
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Number of | % of Gross | |||||||
Expirations | Square Feet | Annual Rent | Annual Rent | |||||
2010 | 7 | 27,492 | $480,148 | 28.72% | ||||
2011 | 4 | 14,142 | 360,804 | 21.58% | ||||
2012 | 2 | 2,040 | 40,337 | 2.41% | ||||
2013 | 3 | 32,090 | 317,278 | 18.97% | ||||
2014 | 3 | 7,558 | 67,928 | 4.06% | ||||
2015 | 1 | 3,456 | 52,995 | 3.17% | ||||
2016 | — | — | — | — | ||||
2017 | 1 | 3,766 | 149,800 | 8.96% | ||||
2018 | 2 | 8,641 | 163,907 | 9.80% | ||||
2019 | 1 | 1,414 | 38,992 | 2.33% |
2009 | 2009 | |||||||
Billing | Rate | |||||||
(In thousands) | ||||||||
The Sterling Apartment Homes and Commerce Center | $ | 871 | 8.92 | % | ||||
Plantation Gardens Apartments | 358 | 1.95 | % | |||||
Regency Oaks Apartments | 169 | 1.79 | % |
D-7
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Item 3. | Legal Proceedings. |
D-8
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Item 5. | Market for Registrant’s Common Equity, Related Stockholder Matters and Issuer Purchases of Equity Securities. |
Year | Year | |||||||||||||||
Ended | Per Limited | Ended | Per Limited | |||||||||||||
December 31, | Partnership | December 31, | Partnership | |||||||||||||
2009 | Unit | 2008 | Unit | |||||||||||||
Surplus Funds(1) | $ | 4,095 | $ | 20.57 | $ | 3,475 | $ | 17.46 | ||||||||
Surplus Funds(2) | — | — | 750 | 3.77 | ||||||||||||
Sales Proceeds(3) | 5,321 | 26.73 | — | — | ||||||||||||
Sales Proceeds(4) | 1,391 | 6.99 | — | — | ||||||||||||
total | $ | 10,807 | $ | 54.29 | $ | 4,225 | $ | 21.23 | ||||||||
(1) | Distribution to Series A limited partners consists of the release of funds previously reserved from the November 2007 refinance of The Sterling Apartment Homes. | |
(2) | Distribution to limited partners consists of the release of funds previously reserved from the November 2007 refinance of The Sterling Apartment Homes. | |
(3) | Distribution to Series B limited partners consists of sale proceeds from the sale of The Knolls Apartments on September 21, 2009. | |
(4) | Distribution to Series C limited partners consists of sale proceeds from the sale of The Dunes Apartments on August 17, 2009. |
D-9
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Item 7. | Management’s Discussion and Analysis of Financial Condition and Results of Operations. |
Years Ended December 31, 2009 | ||||||||||||||||||||||||
Gain on | Loss from | |||||||||||||||||||||||
Casualty | Extinguishment | Impairment | Discontinued | |||||||||||||||||||||
Revenues | Expenses | Gain | of Debt | Loss | Operations | |||||||||||||||||||
The Knolls Apartments | $ | 1,666 | $ | (2,759 | ) | $ | 11 | $ | 20 | $ | (900 | ) | $ | (1,962 | ) | |||||||||
The Dunes Apartments | 1,014 | (1,463 | ) | 7 | 6 | (1,200 | ) | (1,636 | ) | |||||||||||||||
$ | 2,680 | $ | (4,222 | ) | $ | 18 | $ | 26 | $ | (2,100 | ) | $ | (3,598 | ) | ||||||||||
Year Ended December 31, 2008 | ||||||||||||||||||||||||
Loss on | Loss from | |||||||||||||||||||||||
Casualty | Extinguishment | Impairment | Discontinued | |||||||||||||||||||||
Revenues | Expenses | Loss | of Debt | Loss | Operations | |||||||||||||||||||
The Knolls Apartments | $ | 2,261 | $ | (3,543 | ) | $ | — | $ | — | $ | (3,000 | ) | $ | (4,282 | ) | |||||||||
The Dunes Apartments | 1,601 | (1,749 | ) | (84 | ) | — | — | (232 | ) | |||||||||||||||
Palm Lake Apartments | 1,367 | (1,587 | ) | — | (77 | ) | — | (297 | ) | |||||||||||||||
The Loft Apartments | 1,638 | (1,213 | ) | — | (623 | ) | — | (198 | ) | |||||||||||||||
$ | 6,867 | $ | (8,092 | ) | $ | (84 | ) | $ | (700 | ) | $ | (3,000 | ) | $ | (5,009 | ) | ||||||||
D-10
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D-11
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D-12
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Year | Year | |||||||||||||||
Ended | Per Limited | Ended | Per Limited | |||||||||||||
December 31, | Partnership | December 31, | Partnership | |||||||||||||
2009 | Unit | 2008 | Unit | |||||||||||||
Surplus Funds(1) | $ | 4,095 | $ | 20.57 | $ | 3,475 | $ | 17.46 | ||||||||
Surplus Funds(2) | — | — | 750 | 3.77 | ||||||||||||
Sales Proceeds(3) | 5,321 | 26.73 | — | — | ||||||||||||
Sales Proceeds(4) | 1,391 | 6.99 | — | — | ||||||||||||
total | $ | 10,807 | $ | 54.29 | $ | 4,225 | $ | 21.23 | ||||||||
D-13
Table of Contents
(1) | Distribution to Series A limited partners consists of the release of funds previously reserved from the November 2007 refinance of The Sterling Apartment Homes. | |
(2) | Distribution to limited partners consists of the release of funds previously reserved from the November 2007 refinance of The Sterling Apartment Homes. | |
(3) | Distribution to Series B limited partners consists of sale proceeds from the sale of The Knolls Apartments on September 21, 2009. | |
(4) | Distribution to Series C limited partners consists of sale proceeds from the sale of The Dunes Apartments on August 17, 2009. |
D-14
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D-15
Table of Contents
Item 8. | Financial Statements and Supplementary Data. |
D-17 | ||||
D-18 | ||||
D-19 | ||||
D-20 | ||||
D-21 | ||||
D-22 |
D-16
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D-17
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December 31, | ||||||||
2009 | 2008 | |||||||
(In thousands, except unit data) | ||||||||
ASSETS | ||||||||
Cash and cash equivalents | $ | 302 | $ | 4,777 | ||||
Receivables and deposits | 547 | 709 | ||||||
Deferred tax asset (Note B) | 481 | 391 | ||||||
Other assets | 1,380 | 1,755 | ||||||
Investment in affiliated partnerships (Note H) | 480 | 566 | ||||||
Investment properties (Notes C and E): | ||||||||
Land | 8,637 | 8,637 | ||||||
Buildings and related personal property | 81,760 | 79,438 | ||||||
90,397 | 88,075 | |||||||
Less accumulated depreciation | (41,739 | ) | (36,501 | ) | ||||
48,658 | 51,574 | |||||||
Assets held for sale (Note A) | — | 22,247 | ||||||
$ | 51,848 | $ | 82,019 | |||||
LIABILITIES AND PARTNERS’ CAPITAL (DEFICIENCY) | ||||||||
Liabilities | ||||||||
Accounts payable | $ | 379 | $ | 1,128 | ||||
Tenant security deposit liabilities | 737 | 799 | ||||||
Other liabilities | 1,270 | 1,335 | ||||||
Due to affiliates (Note D) | 129 | 226 | ||||||
Mortgage notes payable (Note C) | 113,189 | 114,731 | ||||||
Liabilities related to assets held for sale (Note A) | — | 11,111 | ||||||
115,704 | 129,330 | |||||||
Partners’ Capital (Deficiency) | ||||||||
General partner | 114 | 171 | ||||||
Limited partners (199,030.2 units issued and outstanding) | (63,970 | ) | (47,482 | ) | ||||
(63,856 | ) | (47,311 | ) | |||||
$ | 51,848 | $ | 82,019 | |||||
D-18
Table of Contents
Years Ended December 31, | ||||||||
2009 | 2008 | |||||||
(In thousands, except per unit data) | ||||||||
Revenues: | ||||||||
Rental income | $ | 17,590 | $ | 18,353 | ||||
Other income | 1,848 | 1,759 | ||||||
Total revenues | 19,438 | 20,112 | ||||||
Expenses: | ||||||||
Operating | 8,002 | 8,251 | ||||||
General and administrative | 350 | 627 | ||||||
Depreciation | 5,238 | 4,986 | ||||||
Interest | 6,962 | 6,936 | ||||||
Property taxes | 1,439 | 1,464 | ||||||
Total expenses | 21,991 | 22,264 | ||||||
Loss before income taxes, discontinued operations, casualty gain (loss), distributions in excess of investment and equity in loss from investment | (2,553 | ) | (2,152 | ) | ||||
Income tax (expense) benefit (Note B): | ||||||||
Current | (26 | ) | (10 | ) | ||||
Deferred | 90 | 30 | ||||||
Casualty gain (loss) (Note I) | 7 | (61 | ) | |||||
Distributions in excess of investment (Note H) | 461 | 33 | ||||||
Equity in loss from investment (Note H) | (66 | ) | (61 | ) | ||||
Loss before discontinued operations | (2,087 | ) | (2,221 | ) | ||||
Loss from discontinued operations (Notes A and F) | (3,598 | ) | (5,009 | ) | ||||
(Loss) gain from sale of discontinued operations (Note F) | (53 | ) | 7,711 | |||||
Net (loss) income (Note B) | $ | (5,738 | ) | $ | 481 | |||
Net (loss) income allocated to general partner | $ | (57 | ) | $ | 5 | |||
Net (loss) income allocated to limited partners | — | (1,095 | ) | |||||
(Series A) (Note A) | (2,066 | ) | 5,608 | |||||
(Series B) (Note A) | (1,811 | ) | (3,836 | ) | ||||
(Series C) (Note A) | (1,804 | ) | (201 | ) | ||||
$ | (5,738 | ) | $ | 481 | ||||
Per limited partnership unit: | ||||||||
Loss before discontinued operations | $ | — | $ | (3.63 | ) | |||
(Series A) (Note A) | (10.38 | ) | (7.42 | ) | ||||
Loss from discontinued operations | — | (1.86 | ) | |||||
Loss from discontinued operations (Series A) | — | (2.76 | ) | |||||
Loss from discontinued operations (Series B) | (9.10 | ) | (19.27 | ) | ||||
Loss from discontinued operations (Series C) | (9.06 | ) | (1.02 | ) | ||||
Gain on sale of discontinued operations (Series A) | — | 38.35 | ||||||
Net (loss) income | $ | (28.54 | ) | $ | 2.39 | |||
Distribution per limited partnership unit: | ||||||||
Series A | $ | 20.57 | $ | 21.23 | ||||
Series B | 26.73 | — | ||||||
Series C | 6.99 | — | ||||||
$ | 54.29 | $ | 21.23 | |||||
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CONSOLIDATED STATEMENTS OF CHANGES IN PARTNERS’ CAPITAL (DEFICIENCY)
Limited | Limited | Limited | Limited | Subtotal | ||||||||||||||||||||||||||||
Partnership | General | Limited | Partners | Partners | Partners | Limited | ||||||||||||||||||||||||||
Units | Partner | Partners | (Series A) | (Series B) | (Series C) | Partners | Total | |||||||||||||||||||||||||
(In thousands, except unit data) | ||||||||||||||||||||||||||||||||
Partners’ capital (deficiency) at December 31, 2007 | 199,041.2 | $ | 166 | $ | (43,733 | ) | $ | — | $ | — | $ | — | $ | (43,733 | ) | $ | (43,567 | ) | ||||||||||||||
Distribution to partners | — | — | (750 | ) | — | — | — | (750 | ) | (750 | ) | |||||||||||||||||||||
Net loss for the period January 1, 2008 through April 30, 2008 | — | (11 | ) | (1,095 | ) | — | — | — | (1,095 | ) | (1,106 | ) | ||||||||||||||||||||
Partners’ capital (deficiency) at April 30, 2008 | 199,041.2 | 155 | (45,578 | ) | — | — | — | (45,578 | ) | (45,423 | ) | |||||||||||||||||||||
Transfer of interest (Note A) | — | — | 45,578 | (25,985 | ) | (16,722 | ) | (2,871 | ) | — | — | |||||||||||||||||||||
Distribution to partners | — | — | — | (3,475 | ) | — | — | (3,475 | ) | (3,475 | ) | |||||||||||||||||||||
Net income (loss) for the period May 1, 2008 through December 31, 2008 | — | 16 | — | 5,608 | (3,836 | ) | (201 | ) | 1,571 | 1,587 | ||||||||||||||||||||||
Partners’ capital (deficiency) at December 31, 2008 | 199,041.2 | 171 | — | (23,852 | ) | (20,558 | ) | (3,072 | ) | (47,482 | ) | (47,311 | ) | |||||||||||||||||||
Distributions to partners | — | — | — | (4,095 | ) | (5,321 | ) | (1,391 | ) | (10,807 | ) | (10,807 | ) | |||||||||||||||||||
Abandonment of limited partnership units (Note A) | (11.0 | ) | — | — | — | — | — | — | — | |||||||||||||||||||||||
Net loss for the year ended December 31, 2009 | — | (57 | ) | — | (2,066 | ) | (1,811 | ) | (1,804 | ) | (5,681 | ) | (5,738 | ) | ||||||||||||||||||
Transfer of interest (Note A) | — | — | — | (33,957 | ) | 27,690 | 6,267 | — | — | |||||||||||||||||||||||
Partners’ capital (deficiency) at December 31, 2009 | 199,030.2 | $ | 114 | $ | — | $ | (63,970 | ) | $ | — | $ | — | $ | (63,970 | ) | $ | (63,856 | ) | ||||||||||||||
D-20
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Years Ended December 31, | ||||||||
2009 | 2008 | |||||||
(In thousands) | ||||||||
Cash flows from operating activities: | ||||||||
Net (loss) income | $ | (5,738 | ) | $ | 481 | |||
Adjustments to reconcile net (loss) income to net cash provided by operating activities: | ||||||||
Depreciation | 6,795 | 7,761 | ||||||
Amortization of loan costs, lease commissions and mortgage premiums | 144 | 36 | ||||||
Equity in loss from investment | 66 | 61 | ||||||
Impairment loss | 2,100 | 3,000 | ||||||
Write off of redevelopment costs | 232 | — | ||||||
Loss (gain) from sale of discontinued operations | 53 | (7,711 | ) | |||||
(Gain) loss on early extinguishment of debt | (26 | ) | 700 | |||||
Casualty (gain) loss | (25 | ) | 145 | |||||
Distributions in excess of investment | (461 | ) | (33 | ) | ||||
Change in accounts: | ||||||||
Receivables and deposits | 299 | — | ||||||
Deferred tax asset | (90 | ) | (30 | ) | ||||
Other assets | 153 | (44 | ) | |||||
Accounts payable | (388 | ) | 121 | |||||
Tenant security deposit liabilities | (199 | ) | (9 | ) | ||||
Accrued property taxes | (55 | ) | (6 | ) | ||||
Due to affiliates | (100 | ) | 101 | |||||
Other liabilities | (135 | ) | (11 | ) | ||||
Net cash provided by operating activities | 2,625 | 4,562 | ||||||
Cash flows from investing activities: | ||||||||
Net proceeds from sale of discontinued operations | 19,297 | 15,711 | ||||||
Property improvements and replacements | (3,834 | ) | (4,777 | ) | ||||
Insurance proceeds received | 47 | — | ||||||
Distributions from affiliated partnership | 481 | 33 | ||||||
Net cash provided by investing activities | 15,991 | 10,967 | ||||||
Cash flows from financing activities: | ||||||||
Distributions to partners | (10,807 | ) | (4,225 | ) | ||||
Payments on mortgage notes payable | (1,950 | ) | (2,160 | ) | ||||
Repayment of mortgage notes payable | (10,311 | ) | (6,669 | ) | ||||
Prepayment penalties | (25 | ) | (695 | ) | ||||
Lease commissions paid | (1 | ) | (74 | ) | ||||
Loan costs paid | — | (15 | ) | |||||
Advances from affiliate | 2,611 | 500 | ||||||
Repayment of advances from affiliate | (2,608 | ) | (375 | ) | ||||
Net cash used in financing activities | (23,091 | ) | (13,713 | ) | ||||
Net (decrease) increase in cash and cash equivalents | (4,475 | ) | 1,816 | |||||
Cash and cash equivalents at beginning of year | 4,777 | 2,961 | ||||||
Cash and cash equivalents at end of year | $ | 302 | $ | 4,777 | ||||
Supplemental disclosure of cash flow information: | ||||||||
Cash paid for interest, net of capitalized interest | $ | 7,472 | $ | 8,106 | ||||
Supplemental disclosure of non-cash activity: | ||||||||
Property improvements and replacements included in accounts payable | $ | 196 | $ | 664 | ||||
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Note A — | Organization and Summary of Significant Accounting Policies |
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D-23
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Year Ended December 31, 2009 | ||||||||||||||||||||||||
Gain on | Loss from | |||||||||||||||||||||||
Casualty | Extinguishment | Impairment | Discontinued | |||||||||||||||||||||
Revenues | Expenses | Gain | of Debt | Loss | Operations | |||||||||||||||||||
The Knolls Apartments | $ | 1,666 | $ | (2,759 | ) | $ | 11 | $ | 20 | $ | (900 | ) | $ | (1,962 | ) | |||||||||
The Dunes Apartments | 1,014 | (1,463 | ) | 7 | 6 | (1,200 | ) | (1,636 | ) | |||||||||||||||
$ | 2,680 | $ | (4,222 | ) | $ | 18 | $ | 26 | $ | (2,100 | ) | $ | (3,598 | ) | ||||||||||
Year Ended December 31, 2008 | ||||||||||||||||||||||||
Loss on | Loss from | |||||||||||||||||||||||
Casualty | Extinguishment | Impairment | Discontinued | |||||||||||||||||||||
Revenues | Expenses | Loss | of Debt | Loss | Operations | |||||||||||||||||||
The Knolls Apartments | $ | 2,261 | $ | (3,543 | ) | $ | — | $ | — | $ | (3,000 | ) | $ | (4,282 | ) | |||||||||
The Dunes Apartments | 1,601 | (1,749 | ) | (84 | ) | — | — | (232 | ) | |||||||||||||||
Palm Lake Apartments | 1,367 | (1,587 | ) | — | (77 | ) | — | (297 | ) | |||||||||||||||
The Loft Apartments | 1,638 | (1,213 | ) | — | (623 | ) | — | (198 | ) | |||||||||||||||
$ | 6,867 | $ | (8,092 | ) | $ | (84 | ) | $ | (700 | ) | $ | (3,000 | ) | $ | (5,009 | ) | ||||||||
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D-25
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D-26
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Note B — | Income Taxes |
D-27
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2009 | 2008 | |||||||
Net (loss) income as reported | $ | (5,738 | ) | $ | 481 | |||
Add (deduct): | ||||||||
Deferred revenue and other liabilities | 31 | (92 | ) | |||||
Depreciation differences | 1,546 | 1,512 | ||||||
Accrued expenses | (5 | ) | (167 | ) | ||||
Casualty | 7 | 69 | ||||||
Gain on sale of property | (5,251 | ) | (1,288 | ) | ||||
Write down of asset value | 2,100 | — | ||||||
Other | (1,147 | ) | 4,177 | |||||
Federal taxable (loss) income | $ | (8,457 | ) | $ | 4,692 | |||
Federal taxable (loss) income per limited partnership unit | $ | (41.75 | ) | $ | 23.34 | |||
Federal taxable (loss) income | $ | — | $ | — | ||||
Federal taxable (loss) income Series A | (1,933 | ) | 5,033 | |||||
Federal taxable (loss) income Series B | (4,383 | ) | (296 | ) | ||||
Federal taxable (loss) income Series C | (2,141 | ) | (45 | ) | ||||
$ | (8,457 | ) | $ | 4,692 | ||||
Per limited partnership unit: | ||||||||
Federal taxable (loss) income | $ | — | $ | — | ||||
Federal taxable (loss) income Series A | (9.62 | ) | 25.03 | |||||
Federal taxable (loss) income Series B | (21.53 | ) | (1.47 | ) | ||||
Federal taxable (loss) income Series C | (10.60 | ) | (0.22 | ) | ||||
$ | (41.75 | ) | $ | 23.34 | ||||
December 31, | ||||||||
2009 | 2008 | |||||||
Net liabilities as reported | $ | (63,856 | ) | $ | (47,311 | ) | ||
Land and buildings | 1,806 | (3,752 | ) | |||||
Accumulated depreciation | 5,273 | 12,427 | ||||||
Syndication fees | 22,524 | 22,500 | ||||||
Other | 2,595 | 3,378 | ||||||
Net liabilities — Federal tax basis | $ | (31,658 | ) | $ | (12,758 | ) | ||
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Note C — | Mortgage Notes Payable |
Principal | Monthly | Principal | ||||||||||||||||||||||
Balance at | Payment | Balance | ||||||||||||||||||||||
December 31, | (Including | Interest | Maturity | Due at | ||||||||||||||||||||
Property | 2009 | 2008 | Interest) | Rate | Date(1) | Maturity | ||||||||||||||||||
(In thousands) | (In thousands) | (In thousands) | ||||||||||||||||||||||
The Sterling Apartment Homes and Commerce Center | $ | 77,915 | $ | 78,988 | $ | 471 | 5.84 | % | 12/01/17 | $ | 66,807 | |||||||||||||
Plantation Gardens Apartments | 24,141 | 24,463 | 150 | 6.08 | % | 10/01/17 | 20,855 | |||||||||||||||||
Regency Oaks Apartments | 11,133 | 11,280 | 70 | 6.16 | % | 10/01/17 | 9,635 | |||||||||||||||||
$ | 113,189 | $ | 114,731 | $ | 691 | $ | 97,297 | |||||||||||||||||
(1) | Maturity dates of the mortgage notes payable extend beyond the termination date of the Partnership which is December 31, 2011. |
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2010 | $ | 1,635 | ||
2011 | 1,735 | |||
2012 | 1,840 | |||
2013 | 1,952 | |||
2014 | 2,071 | |||
Thereafter | 103,956 | |||
Total | $ | 113,189 | ||
Note D — | Transactions with Affiliated Parties |
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Note E — | Investment Properties and Accumulated Depreciation |
Initial Cost to Partnership | ||||||||||||||||
Buildings | Net Cost | |||||||||||||||
and Related | Capitalized | |||||||||||||||
Personal | Subsequent to | |||||||||||||||
Description | Encumbrances | Land | Property | Acquisition | ||||||||||||
(In thousands) | (In thousands) | |||||||||||||||
(In thousands) | ||||||||||||||||
The Sterling Apartment Homes and Commerce Center | $ | 77,915 | $ | 2,567 | $ | 12,341 | $ | 37,508 | ||||||||
Plantation Gardens Apartments | 24,141 | 4,046 | 15,217 | 4,466 | ||||||||||||
Regency Oaks Apartments | 11,133 | 2,024 | 6,902 | 5,326 | ||||||||||||
Total | $ | 113,189 | $ | 8,637 | $ | 34,460 | $ | 47,300 | ||||||||
At December 31, 2009
(In thousands)
Buildings | ||||||||||||||||||||||||
and Related | ||||||||||||||||||||||||
Personal | Accumulated | Date | Depreciable | |||||||||||||||||||||
Description | Land | Property | Total | Depreciation | Acquired | Life | ||||||||||||||||||
(In thousands) | ||||||||||||||||||||||||
The Sterling Apartment Homes and Commerce Center | $ | 2,567 | $ | 49,849 | $ | 52,416 | $ | 33,375 | 12/01/95 | 5-30 yrs | ||||||||||||||
Plantation Gardens Apartments | 4,046 | 19,683 | 23,729 | 4,102 | 11/10/03 | 5-30 yrs | ||||||||||||||||||
Regency Oaks Apartments | 2,024 | 12,228 | 14,252 | 4,262 | 11/10/03 | 5-30 yrs | ||||||||||||||||||
Totals | $ | 8,637 | $ | 81,760 | $ | 90,397 | $ | 41,739 | ||||||||||||||||
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Years Ended December 31, | ||||||||
2009 | 2008 | |||||||
(In thousands) | ||||||||
Investment Properties | ||||||||
Balance at beginning of year | $ | 88,075 | $ | 118,148 | ||||
Property improvements and replacements | 5,466 | 4,952 | ||||||
Impairment | (2,100 | ) | (3,000 | ) | ||||
Disposal of property | (1,044 | ) | (183 | ) | ||||
Assets held for sale | — | (31,842 | ) | |||||
Balance at end of year | $ | 90,397 | $ | 88,075 | ||||
Accumulated Depreciation | ||||||||
Balance at beginning of year | $ | 36,501 | $ | 38,203 | ||||
Additions charged to expense | 6,795 | 7,761 | ||||||
Disposal of property | (1,557 | ) | (37 | ) | ||||
Assets held for sale | — | (9,426 | ) | |||||
Balance at end of year | $ | 41,739 | $ | 36,501 | ||||
Note F — | Sale of Investment Properties |
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Year Ended December 31, 2009 | ||||||||||||||||||||||||
Gain on | Loss from | |||||||||||||||||||||||
Casualty | Extinguishment | Impairment | Discontinued | |||||||||||||||||||||
Revenues | Expenses | Gain | of Debt | Loss | Operations | |||||||||||||||||||
The Knolls Apartments | $ | 1,666 | $ | (2,759 | ) | $ | 11 | $ | 20 | $ | (900 | ) | $ | (1,962 | ) | |||||||||
The Dunes Apartments | 1,014 | (1,463 | ) | 7 | 6 | (1,200 | ) | (1,636 | ) | |||||||||||||||
$ | 2,680 | $ | (4,222 | ) | $ | 18 | $ | 26 | $ | (2,100 | ) | $ | (3,598 | ) | ||||||||||
Year Ended December 31, 2008 | ||||||||||||||||||||||||
Loss on | Loss from | |||||||||||||||||||||||
Casualty | Extinguishment | Impairment | Discontinued | |||||||||||||||||||||
Revenues | Expenses | Loss | of Debt | Loss | Operations | |||||||||||||||||||
The Knolls Apartments | $ | 2,261 | $ | (3,543 | ) | $ | — | $ | — | $ | (3,000 | ) | $ | (4,282 | ) | |||||||||
The Dunes Apartments | 1,601 | (1,749 | ) | (84 | ) | — | — | (232 | ) | |||||||||||||||
Palm Lake Apartments | 1,367 | (1,587 | ) | — | (77 | ) | — | (297 | ) | |||||||||||||||
The Loft Apartments | 1,638 | (1,213 | ) | — | (623 | ) | — | (198 | ) | |||||||||||||||
$ | 6,867 | $ | (8,092 | ) | $ | (84 | ) | $ | (700 | ) | $ | (3,000 | ) | $ | (5,009 | ) | ||||||||
Note G — | Commercial Leases |
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Year Ending December 31, | ||||
2010 | $ | 1,501 | ||
2011 | 1,017 | |||
2012 | 831 | |||
2013 | 654 | |||
2014 | 388 | |||
Thereafter | 1,257 | |||
$ | 5,648 | |||
Note H — | Investments in Affiliated Partnerships |
Investment at | ||||||||||||||
Ownership | December 31, | |||||||||||||
Partnership | Type of Ownership | Percentage | 2009 | 2008 | ||||||||||
(In thousands) | ||||||||||||||
Consolidated Capital Growth Fund | Special Limited Partner | 0.40 | % | $ | — | $ | — | |||||||
Consolidated Capital Properties III | Special Limited Partner | 1.86 | % | — | 3 | |||||||||
Consolidated Capital Properties IV | Special Limited Partner | 1.86 | % | 480 | 563 | |||||||||
$ | 480 | $ | 566 | |||||||||||
Note I — | Casualty Events |
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Note J — | Segment Reporting |
D-35
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Residential | Commercial | Other | Totals | |||||||||||||
Rental income | $ | 15,774 | $ | 1,816 | $ | �� | $ | 17,590 | ||||||||
Other income | 1,643 | 205 | — | 1,848 | ||||||||||||
Casualty gain | 7 | — | — | 7 | ||||||||||||
Loss from discontinued operations | (3,232 | ) | — | (366 | ) | (3,598 | ) | |||||||||
Loss from sale of discontinued operations | (53 | ) | — | — | (53 | ) | ||||||||||
Distributions in excess of investment | — | — | 461 | 461 | ||||||||||||
Equity in loss from investment | — | — | (66 | ) | (66 | ) | ||||||||||
Interest expense | 6,229 | 687 | 46 | 6,962 | ||||||||||||
Depreciation | 4,969 | 269 | — | 5,238 | ||||||||||||
General and administrative expenses | — | — | 350 | 350 | ||||||||||||
Current income tax expense | 26 | — | — | 26 | ||||||||||||
Deferred income tax benefit | (90 | ) | (90 | ) | ||||||||||||
Segment loss | (5,277 | ) | (94 | ) | (367 | ) | (5,738 | ) | ||||||||
Total assets | 49,628 | 1,710 | 510 | 51,848 | ||||||||||||
Capital expenditures for investment properties | 2,914 | 452 | — | 3,366 |
Residential | Commercial | Other | Totals | |||||||||||||
Rental income | $ | 16,676 | $ | 1,677 | $ | — | $ | 18,353 | ||||||||
Other income | 1,445 | 267 | 47 | 1,759 | ||||||||||||
Casualty loss | (61 | ) | — | — | (61 | ) | ||||||||||
Loss from discontinued operations | (4,908 | ) | — | (101 | ) | (5,009 | ) | |||||||||
Gain from sale of discontinued operations | 7,711 | — | — | 7,711 | ||||||||||||
Distributions in excess of investment | — | — | 33 | 33 | ||||||||||||
Equity in loss from investment | — | — | (61 | ) | (61 | ) | ||||||||||
Interest expense | 6,230 | 697 | 9 | 6,936 | ||||||||||||
Depreciation | 4,766 | 220 | — | 4,986 | ||||||||||||
General and administrative expenses | — | — | 627 | 627 | ||||||||||||
Current income tax expense | 10 | — | — | 10 | ||||||||||||
Deferred income tax benefit | (30 | ) | — | — | (30 | ) | ||||||||||
Segment profit (loss) | 1,418 | (219 | ) | (718 | ) | 481 | ||||||||||
Total assets | 75,700 | 1,563 | 4,756 | 82,019 | ||||||||||||
Capital expenditures for investment properties and assets held for sale | 4,230 | 722 | — | 4,952 |
Note K — | Contingencies |
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D-37
Table of Contents
Item 9. | Changes in and Disagreements with Accountants on Accounting and Financial Disclosure. |
Item 9A(T). | Controls and Procedures. |
(a) | Disclosure Controls and Procedures |
• | pertain to the maintenance of records that in reasonable detail accurately and fairly reflect the transactions and dispositions of assets; | |
• | provide reasonable assurance that transactions are recorded as necessary to permit preparation of consolidated financial statements in accordance with generally accepted accounting principles, and that receipts and expenditures are being made only in accordance with authorizations of the Partnership’s management; and | |
• | provide reasonable assurance regarding prevention or timely detection of unauthorized acquisition, use or disposition of assets that could have a material effect on the consolidated financial statements. |
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Table of Contents
(b) | Changes in Internal Control Over Financial Reporting. |
Item 9B. | Other Information. |
Item 10. | Directors, Executive Officers and Corporate Governance. |
Name | Age | Position | ||||
Steven D. Cordes | 38 | Director and Senior Vice President | ||||
John Bezzant | 47 | Director and Senior Vice President | ||||
Timothy J. Beaudin | 51 | President and Chief Operating Officer | ||||
Ernest M. Freedman | 39 | Executive Vice President and Chief Financial Officer | ||||
Lisa R. Cohn | 41 | Executive Vice President, General Counsel and Secretary | ||||
Paul Beldin | 36 | Senior Vice President and Chief Accounting Officer | ||||
Stephen B. Waters | 48 | Senior Director of Partnership Accounting |
D-39
Table of Contents
Item 11. | Executive Compensation. |
D-40
Table of Contents
Item 12. | Security Ownership of Certain Beneficial Owners and Management and Related Stockholder Matters. |
(a) | Security Ownership of Certain Beneficial Owners |
Name and Address | Number of Units | Percentage | ||||||
AIMCO IPLP, L.P. (an affiliate of AIMCO) | 50,572.40 | 25.41 | % | |||||
Reedy River Properties, L.L.C. (an affiliate of AIMCO) | 28,832.50 | 14.49 | % | |||||
Cooper River Properties, L.L.C. (an affiliate of AIMCO) | 11,365.60 | 5.71 | % | |||||
AIMCO Properties, L.P. (an affiliate of AIMCO) | 61,877.55 | 31.09 | % |
(b) | Beneficial Owners of Management |
(c) | Changes in Control |
Number of | Percent of | |||||||
Name and Address | Units | Total | ||||||
Insignia Properties Trust 55 Beattie Place P.O. Box 1089 Greenville, SC 29602 | 100,000 | 100 | % |
Item 13. | Certain Relationships and Related Transactions, and Director Independence. |
D-41
Table of Contents
Item 14. | Principal Accounting Fees and Services. |
D-42
Table of Contents
Item 15. | Exhibits, Financial Statement Schedules. |
D-17 | ||||
D-18 | ||||
D-19 | ||||
D-20 | ||||
D-21 | ||||
D-22 |
• | should not in all instances be treated as categorical statements of fact, but rather as a way of allocating the risk to one of the parties if those statements prove to be inaccurate; | |
• | have been qualified by disclosures that were made to the other party in connection with the negotiation of the applicable agreement, which disclosures are not necessarily reflected in the agreement; | |
• | may apply standards of materiality in a way that is different from what may be viewed as material to an investor; and | |
• | were made only as of the date of the applicable agreement or such other date or dates as may be specified in the agreement and are subject to more recent developments. |
D-43
Table of Contents
By: | ConCap Equities, Inc. |
By: | /s/ Steven D. Cordes |
By: | /s/ Stephen B. Waters |
/s/ John Bezzant John Bezzant | Director and Senior Vice President | Date: April 9, 2010 | ||||
/s/ Steven D. Cordes Steven D. Cordes | Director and Senior Vice President | Date: April 9, 2010 | ||||
/s/ Stephen B. Waters Stephen B. Waters | Senior Director of Partnership Accounting | Date: April 9, 2010 |
D-44
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Exhibit | ||||
Number | Description of Exhibit | |||
3 | Certificates of Limited Partnership, as amended to date. (Incorporated by reference to the Annual Report onForm 10-K for the fiscal year ended December 31, 1991 (“1991 Annual Report”)). | |||
3 | .1 | Certificate of Limited Partnership of Registrant, dated March 19, 2008 (incorporated herein by reference to Exhibit 3.1 to the Registrant’s Current Report onForm 8-K, dated April 30, 2008). | ||
3 | .2 | Amendment to Certificate of Limited Partnership of Registrant, dated April 30, 2008 (incorporated herein by reference to Exhibit 3.2 to the Registrant’s Current Report onForm 8-K, dated April 30, 2008). | ||
3 | .3 | Limited Partnership Agreement of Registrant, dated April 28, 1981 (incorporated herein by reference to Appendix A to the Prospectus included in the Registrant’s Registration Statement onForm S-11 (Reg.No. 2-72384)). | ||
3 | .4 | First Amendment to the Limited Partnership Agreement of Registrant, dated July 11, 1985. | ||
3 | .5 | Second Amendment to the Limited Partnership Agreement of Registrant, dated October 23, 1990. | ||
3 | .6 | Third Amendment to the Limited Partnership Agreement of Registrant, dated October 17, 2000 (incorporated herein by reference to Exhibit 10.23 to the Registrant’s Annual Report onForm 10-K for the fiscal year ended December 31, 2001). | ||
3 | .7 | Fourth Amendment to the Limited Partnership Agreement of Registrant, dated May 25, 2001 (incorporated herein by reference to Exhibit 10.24 to the Registrant’s Annual Report onForm 10-K for the fiscal year ended December 31, 2001). | ||
3 | .8 | Fifth Amendment to the Limited Partnership Agreement of Registrant, dated March 19, 2008 (incorporated herein by reference to Exhibit 3.3 to the Registrant’s Current Report onForm 8-K, dated April 30, 2008). | ||
3 | .9 | Sixth Amendment to the Limited Partnership Agreement of Registrant, dated April 30, 2008 (incorporated herein by reference to Exhibit 3.4 to the Registrant’s Current Report onForm 8-K, dated April 30, 2008). | ||
3 | .10 | Eighth Amendment to the Limited Partnership Agreement of Registrant, dated December 31, 2009 (Incorporated herein by reference to the Registrant’s Current Report onForm 8-K, dated December 31, 2009). | ||
3 | .11 | Ninth Amendment to the Limited Partnership Agreement of Registrant, dated December 31, 2009 (Incorporated herein by reference to the Registrant’s Current Report onForm 8-K, dated December 31, 2009). | ||
10 | .28 | Form of Amended Order Setting Foreclosure Sale Date pursuant to amending the foreclosure date filed on September 25, 2003. (Incorporated herein by reference to the Registrant’s Quarterly Report onForm 10-Q for the quarterly period ended September 30, 2003.) | ||
10 | .30 | Form of Certificate of Sale as to Property “2” pursuant to sale of Regency Oaks Apartments to CCIP Regency Oaks, L.L.C. filed October 28, 2003. (Incorporated herein by reference to the Registrant’s Quarterly Report onForm 10-Q for the quarterly period ended September 30, 2003.) | ||
10 | .32 | Form of Certificate of Sale as to Property “4” pursuant to sale of Plantation Gardens Apartments to CCIP Plantation Gardens, L.L.C. filed October 28, 2003. (Incorporated herein by reference to the Registrant’s Quarterly Report onForm 10-Q for the quarterly period ended September 30, 2003.) | ||
10 | .53 | Amended and Restated Multifamily Note, dated September 28, 2007 between CCIP Plantation Gardens, L.L.C., a Delaware limited liability company, and Capmark Bank, a Utah industrial bank. Filed on Current Report onForm 8-K dated September 28, 2007 and incorporated herein by reference. | ||
10 | .54 | Amended and Restated Multifamily Mortgage, Assignment of Rents and Security Agreement, dated September 28, 2007 between CCIP Plantation Gardens, L.L.C., a Delaware limited liability company, and Capmark Bank, a Utah industrial bank. Filed on Current Report onForm 8-K dated September 28, 2007 and incorporated herein by reference. |
D-45
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Exhibit | ||||
Number | Description of Exhibit | |||
10 | .55 | Amended and Restated Multifamily Note, dated September 28, 2007 between CCIP Regency Oaks, L.L.C., a Delaware limited liability company, and Capmark Bank, a Utah industrial bank. Filed on Current Report onForm 8-K dated September 28, 2007 and incorporated herein by reference. | ||
10 | .56 | Amended and Restated Multifamily Mortgage, Assignment of Rents and Security Agreement, dated September 28, 2007 between CCIP Regency Oaks, L.L.C., a Delaware limited liability company, and Capmark Bank, a Utah industrial bank. Filed on Current Report onForm 8-K dated September 28, 2007 and incorporated herein by reference. | ||
10 | .57 | Multifamily Note, dated November 30, 2007 between CCIP Sterling, L.P., a Pennsylvania limited partnership, and Wachovia Multifamily Capital, Inc., a Delaware corporation. Filed on Current Report onForm 8-K dated November 30, 2007 and incorporated herein by reference. | ||
10 | .58 | Multifamily Mortgage, Assignment of Rents and Security Agreement, dated November 30, 2007 between CCIP Sterling, L.P., a Pennsylvania limited partnership, and Wachovia Multifamily Capital, Inc., a Delaware corporation. Filed on Current Report onForm 8-K dated November 30, 2007 and incorporated herein by reference. | ||
10 | .65 | Purchase and Sale Contract between CCIP Palm Lake, L.L.C., a Delaware limited liability company, and Blackhawk Apartments Opportunity Fund II LLC, an Illinois limited liability company, dated October 24, 2008. Incorporated by reference to the Partnership’s Current Report onForm 8-K dated October 24, 2008. | ||
10 | .66 | Purchase and Sale Contract between CCIP Loft, L.L.C., a Delaware limited liability company, and The Embassy Group LLC, a New York limited liability company, dated October 28, 2008. Incorporated by reference to the Partnership’s Current Report onForm 8-K dated October 28, 2008. | ||
10 | .69 | First Amendment to Purchase and Sale Contract between CCIP Palm Lake, L.L.C., a Delaware limited liability company, and Blackhawk Apartments Opportunity Fund II LLC, an Illinois limited liability company, dated November 24, 2008. Incorporated by reference to the Partnership’s Current Report onForm 8-K dated November 24, 2008. | ||
10 | .70 | First Amendment of Purchase and Sale Contract between CCIP Loft, L.L.C., a Delaware limited liability company, and The Embassy Group, LLC, a New York limited liability company, dated November 26, 2008. Incorporated by reference to the Partnership’s Current Report onForm 8-K dated November 26, 2008. | ||
10 | .71 | Second Amendment to Purchase and Sale Contract between CCIP Palm Lake, L.L.C., a Delaware limited liability company and Blackhawk Apartments Opportunity Fund II LLC, an Illinois limited liability company, dated November 26, 2008. Incorporated by reference to the Partnership’s Current Report onForm 8-K dated December 9, 2008. | ||
10 | .72 | Third Amendment to Purchase and Sale Contract between CCIP Palm Lake, L.L.C., a Delaware limited liability company and Blackhawk Apartments Opportunity Fund II LLC, an Illinois limited liability company, dated December 9, 2008. Incorporated by reference to the Partnership’s Current Report onForm 8-K dated December 9, 2008. | ||
10 | .73 | Second Amendment of Purchase and Sale Contract between CCIP Loft, L.L.C., a Delaware limited liability company and TEG Lofts LLC, a North Carolina limited liability company, dated December 10, 2008. Incorporated by reference to the Partnership’s Current Report onForm 8-K dated December 29, 2008. | ||
10 | .74 | Purchase and Sale Contract between CCIP Society Park East, L.L.C., a Delaware limited liability company, and CD Group, LLC, a Florida limited liability company, dated April 21, 2009. Incorporated by reference to the Partnership’s Current Report onForm 8-K dated April 21, 2009. | ||
10 | .75 | Purchase and Sale Contract between CCIP Knolls, L.L.C., a Delaware limited liability company, and Hamilton Zanze & Company, a California corporation, dated May 12, 2009. Incorporated by reference to the Partnership’s Current Report onForm 8-K dated May 12, 2009. | ||
10 | .76 | Reinstatement of and Amendment to Purchase and Sale Contract between CCIP Society Park East, L.L.C., a Delaware limited liability company, and CD Group, LLC, a Florida limited liability company, dated June 1, 2009. Incorporated by reference to the Partnership’s Current Report onForm 8-K dated June 1, 2009. |
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Exhibit | ||||
Number | Description of Exhibit | |||
10 | .77 | First Amendment to Purchase and Sale Contract between CCIP Knolls, L.L.C., a Delaware limited liability company, and Hamilton Zanze & Company, a California corporation, dated June 4, 2009. Incorporated by reference to the Partnership’s Current Report onForm 8-K dated June 4, 2009. | ||
10 | .78 | Reinstatement and Second Amendment to Purchase and Sale Contract between CCIP Knolls, L.L.C., a Delaware limited liability company, and Hamilton Zanze & Company, a California corporation, dated July 1, 2009. Incorporated by reference to the Partnership’s Current Report onForm 8-K dated June 26, 2009. | ||
10 | .79 | Third Amendment to Purchase and Sale Contract between CCIP Knolls, L.L.C., a Delaware limited liability company, and Hamilton Zanze & Company, a California corporation, dated July 10, 2009. Incorporated by reference to the Partnership’s Current Report onForm 8-K dated July 10, 2009. | ||
10 | .80 | Fourth Amendment to Purchase and Sale Contract between CCIP Knolls, L.L.C., a Delaware limited liability company, and Hamilton Zanze & Company, a California corporation, dated July 20, 2009. Incorporated by reference to the Partnership’s Current Report onForm 8-K dated July 20, 2009. | ||
10 | .81 | Fifth Amendment to Purchase and Sale Contract between CCIP Knolls, L.L.C., a Delaware limited liability company, and Hamilton Zanze & Company, a California corporation, dated July 23, 2009. Incorporated by reference to the Partnership’s Current Report onForm 8-K dated July 23, 2009. | ||
31 | .1 | Certification of equivalent of Chief Executive Officer pursuant to Securities Exchange ActRules 13a-14(a)/15d-14(a), as Adopted Pursuant to Section 302 of the Sarbanes-Oxley Act of 2002. | ||
31 | .2 | Certification of equivalent of Chief Financial Officer pursuant to Securities Exchange ActRules 13a-14(a)/15d-14(a), as Adopted Pursuant to Section 302 of the Sarbanes-Oxley Act of 2002. | ||
32 | .1 | Certification of the equivalent of the Chief Executive Officer and Chief Financial Officer pursuant to 18 U.S.C. Section 1350, as Adopted Pursuant to Section 906 of the Sarbanes-Oxley Act of 2002. |
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Pursuant to 18 U.S.C. Section 1350,
As Adopted Pursuant to
Section 906 of the Sarbanes-Oxley Act of 2002
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Washington, D.C. 20549
(Mark One) | ||
þ | QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 | |
For the quarterly period ended June 30, 2010 | ||
or | ||
o | TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 | |
For the transition period from to |
Delaware (State or other jurisdiction of incorporation or organization) | 94-2744492 (I.R.S. Employer Identification No.) |
Large accelerated filer o | Accelerated filer o | Non-accelerated filer o (Do not check if a smaller reporting company) | Smaller reporting company þ |
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Item 1. | Financial Statements. |
June 30, | December 31, | |||||||
2010 | 2009 | |||||||
(Unaudited) | (Note) | |||||||
(In thousands, except unit data) | ||||||||
ASSETS | ||||||||
Cash and cash equivalents | $ | 415 | $ | 302 | ||||
Receivables and deposits | 503 | 547 | ||||||
Deferred tax asset (Note F) | 521 | 481 | ||||||
Other assets | 1,922 | 1,380 | ||||||
Investment in affiliated partnerships (Note C) | 460 | 480 | ||||||
Investment properties: | ||||||||
Land | 8,637 | 8,637 | ||||||
Buildings and related personal property | 84,367 | 81,760 | ||||||
93,004 | 90,397 | |||||||
Less accumulated depreciation | (44,459 | ) | (41,739 | ) | ||||
48,545 | 48,658 | |||||||
$ | 52,366 | $ | 51,848 | |||||
LIABILITIES AND PARTNERS’ CAPITAL (DEFICIENCY) | ||||||||
Liabilities | ||||||||
Accounts payable | $ | 693 | $ | 379 | ||||
Tenant security deposit liabilities | 705 | 737 | ||||||
Accrued property taxes | 282 | — | ||||||
Other liabilities | 1,186 | 1,270 | ||||||
Due to affiliates (Note B) | 2,630 | 129 | ||||||
Mortgage notes payable | 112,383 | 113,189 | ||||||
117,879 | 115,704 | |||||||
Partners’ Capital (Deficiency) | ||||||||
General partner | 97 | 114 | ||||||
Limited partners (199,030.2 units issued and outstanding) | (65,610 | ) | (63,970 | ) | ||||
(65,513 | ) | (63,856 | ) | |||||
$ | 52,366 | $ | 51,848 | |||||
Note: | The consolidated balance sheet at December 31, 2009 has been derived from the audited financial statements at that date but does not include all the information and footnotes required by generally accepted accounting principles for complete financial statements. |
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CONSOLIDATED STATEMENTS OF OPERATIONS
Three Months Ended | Six Months Ended | |||||||||||||||
June 30, | June 30, | |||||||||||||||
2010 | 2009 | 2010 | 2009 | |||||||||||||
(Unaudited) | ||||||||||||||||
(In thousands, except per unit data) | ||||||||||||||||
Revenues: | ||||||||||||||||
Rental income | $ | 4,246 | $ | 4,388 | $ | 8,464 | $ | 8,901 | ||||||||
Other income | 541 | 487 | 1,123 | 893 | ||||||||||||
Total revenues | 4,787 | 4,875 | 9,587 | 9,794 | ||||||||||||
Expenses: | ||||||||||||||||
Operating | 1,980 | 1,908 | 4,131 | 4,056 | ||||||||||||
General and administrative | 85 | 77 | 163 | 189 | ||||||||||||
Depreciation | 1,387 | 1,309 | 2,724 | 2,602 | ||||||||||||
Interest | 1,755 | 1,759 | 3,517 | 3,481 | ||||||||||||
Property taxes | 353 | 348 | 716 | 731 | ||||||||||||
Total expenses | 5,560 | 5,401 | 11,251 | 11,059 | ||||||||||||
Loss before income taxes, distributions in excess of investment, equity in loss from investment and discontinued operations | (773 | ) | (526 | ) | (1,664 | ) | (1,265 | ) | ||||||||
Income tax (expense) benefit (Note F): | ||||||||||||||||
Current | (6 | ) | (5 | ) | (13 | ) | (9 | ) | ||||||||
Deferred | 40 | 41 | 40 | 52 | ||||||||||||
Distributions in excess of investment (Note C) | — | — | — | 454 | ||||||||||||
Equity in loss from investment (Note C) | (17 | ) | (15 | ) | (20 | ) | (33 | ) | ||||||||
Loss before discontinued operations | (756 | ) | (505 | ) | (1,657 | ) | (801 | ) | ||||||||
Loss from discontinued operations (Notes A and G) | — | (1,051 | ) | — | (2,929 | ) | ||||||||||
Net loss | $ | (756 | ) | $ | (1,556 | ) | $ | (1,657 | ) | $ | (3,730 | ) | ||||
Net loss allocated to general partner | $ | (8 | ) | $ | (15 | ) | $ | (17 | ) | $ | (37 | ) | ||||
Net loss allocated to limited partners | ||||||||||||||||
(Series A) (Note A) | (748 | ) | (500 | ) | (1,640 | ) | (793 | ) | ||||||||
(Series B) (Note A) | — | (669 | ) | — | (1,475 | ) | ||||||||||
(Series C) (Note A) | — | (372 | ) | — | (1,425 | ) | ||||||||||
$ | (756 | ) | $ | (1,556 | ) | $ | (1,657 | ) | $ | (3,730 | ) | |||||
Per limited partnership unit: | ||||||||||||||||
Loss before discontinued operations | ||||||||||||||||
(Series A) (Note A) | $ | (3.76 | ) | $ | (2.51 | ) | $ | (8.24 | ) | $ | (3.98 | ) | ||||
Loss from discontinued operations | ||||||||||||||||
(Series B) (Note A) | — | (3.36 | ) | — | (7.41 | ) | ||||||||||
(Series C) (Note A) | — | (1.87 | ) | — | (7.16 | ) | ||||||||||
Net loss | $ | (3.76 | ) | $ | (7.74 | ) | $ | (8.24 | ) | $ | (18.55 | ) | ||||
Distribution per limited partnership unit (Series A) | $ | — | $ | — | $ | — | $ | 18.41 | ||||||||
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CONSOLIDATED STATEMENT OF CHANGES IN PARTNERS’ CAPITAL (DEFICIENCY)
Limited | Limited | |||||||||||||||
Partnership | General | Partners | ||||||||||||||
Units | Partner | (Series A) | Total | |||||||||||||
(Unaudited) | ||||||||||||||||
(In thousands, except unit data) | ||||||||||||||||
Partners’ capital (deficiency) at December 31, 2009 | 199,030.2 | $ | 114 | $ | (63,970 | ) | $ | (63,856 | ) | |||||||
Net loss for the six months ended June 30, 2010 | — | (17 | ) | (1,640 | ) | (1,657 | ) | |||||||||
Partners’ capital (deficiency) at June 30, 2010 | 199,030.2 | $ | 97 | $ | (65,610 | ) | $ | (65,513 | ) | |||||||
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CONSOLIDATED STATEMENTS OF CASH FLOWS
Six Months Ended | ||||||||
June 30, | ||||||||
2010 | 2009 | |||||||
(Unaudited) | ||||||||
(In thousands) | ||||||||
Cash flows from operating activities: | ||||||||
Net loss | $ | (1,657 | ) | $ | (3,730 | ) | ||
Adjustments to reconcile net loss to net cash provided by operating activities: | ||||||||
Depreciation | 2,724 | 3,729 | ||||||
Amortization of loan costs, lease commissions and mortgage premiums | 241 | 22 | ||||||
Equity in loss from investment | 20 | 33 | ||||||
Impairment loss | — | 2,100 | ||||||
Write off of redevelopment costs | — | 232 | ||||||
Casualty gain | — | (11 | ) | |||||
Distributions in excess of investment | — | (454 | ) | |||||
Change in accounts: | ||||||||
Receivables and deposits | 44 | (48 | ) | |||||
Deferred tax asset | (40 | ) | (52 | ) | ||||
Other assets | (775 | ) | (843 | ) | ||||
Accounts payable | 93 | (108 | ) | |||||
Tenant security deposit liabilities | (32 | ) | 23 | |||||
Accrued property taxes | 282 | 319 | ||||||
Other liabilities | (84 | ) | (166 | ) | ||||
Due to affiliates | 23 | 122 | ||||||
Net cash provided by operating activities | 839 | 1,168 | ||||||
Cash flows from investing activities: | ||||||||
Property improvements and replacements | (2,400 | ) | (2,622 | ) | ||||
Distributions from affiliated partnerships | — | 474 | ||||||
Insurance proceeds received | 10 | 33 | ||||||
Net cash used in investing activities | (2,390 | ) | (2,115 | ) | ||||
Cash flows from financing activities: | ||||||||
Payments on mortgage notes payable | (806 | ) | (1,039 | ) | ||||
Lease commissions paid | (8 | ) | (1 | ) | ||||
Distributions to partners | — | (3,665 | ) | |||||
Advances from affiliate | 2,478 | 2,383 | ||||||
Repayment of advances from affiliate | — | (1,041 | ) | |||||
Net cash provided by (used in) financing activities | 1,664 | (3,363 | ) | |||||
Net increase (decrease) in cash and cash equivalents | 113 | (4,310 | ) | |||||
Cash and cash equivalents at beginning of period | 302 | 4,777 | ||||||
Cash and cash equivalents at end of period | $ | 415 | $ | 467 | ||||
Supplemental disclosure of cash flow information: | ||||||||
Cash paid for interest, net of capitalized interest | $ | 3,311 | $ | 3,851 | ||||
Supplemental disclosure of non-cash activity: | ||||||||
Property improvements and replacements included in accounts payable | $ | 417 | $ | 139 | ||||
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Note A — | Basis of Presentation |
Six Months Ended June 30, 2009 | ||||||||||||||||||||
Loss from | ||||||||||||||||||||
Casualty | Impairment | Discontinued | ||||||||||||||||||
Revenues | Expenses | Gain | Loss | Operations | ||||||||||||||||
The Knolls Apartments | $ | 1,159 | $ | (1,760 | ) | $ | 11 | $ | (900 | ) | $ | (1,490 | ) | |||||||
The Dunes Apartments | 798 | (1,037 | ) | — | (1,200 | ) | (1,439 | ) | ||||||||||||
$ | 1,957 | $ | (2,797 | ) | $ | 11 | $ | (2,100 | ) | $ | (2,929 | ) | ||||||||
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Note B — | Transactions with Affiliated Parties |
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Note C — | Investment in Affiliated Partnerships |
Investment Balance at | ||||||||||||||||
Ownership | June 30, | December 31, | ||||||||||||||
Partnership | Type of Ownership | Percentage | 2010 | 2009 | ||||||||||||
(In thousands) | ||||||||||||||||
Consolidated Capital Properties III | Special Limited Partner | 1.86 | % | $ | — | $ | — | |||||||||
Consolidated Capital Properties IV | Special Limited Partner | 1.86 | % | 460 | 480 | |||||||||||
$ | 460 | $ | 480 | |||||||||||||
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Note D — | Segment Reporting |
For the Three Months Ended June 30, 2010 | Residential | Commercial | Other | Totals | ||||||||||||
Rental income | $ | 3,832 | $ | 414 | $ | — | $ | 4,246 | ||||||||
Other income | 490 | 48 | 3 | 541 | ||||||||||||
Equity in loss from investment | — | — | (17 | ) | (17 | ) | ||||||||||
Interest expense | 1,565 | 170 | 20 | 1,755 | ||||||||||||
Depreciation | 1,317 | 70 | — | 1,387 | ||||||||||||
General and administrative expenses | — | — | 85 | 85 | ||||||||||||
Current income tax expense | 6 | — | — | 6 | ||||||||||||
Deferred income tax benefit | (40 | ) | — | — | (40 | ) | ||||||||||
Segment loss | (568 | ) | (69 | ) | (119 | ) | (756 | ) |
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For the Six Months Ended June 30, 2010 | Residential | Commercial | Other | Totals | ||||||||||||
Rental income | $ | 7,623 | $ | 841 | $ | — | $ | 8,464 | ||||||||
Other income | 1,043 | 77 | 3 | 1,123 | ||||||||||||
Equity in loss from investment | — | — | (20 | ) | (20 | ) | ||||||||||
Interest expense | 3,154 | 340 | 23 | 3,517 | ||||||||||||
Depreciation | 2,585 | 139 | — | 2,724 | ||||||||||||
General and administrative expenses | — | — | 163 | 163 | ||||||||||||
Current income tax expense | 13 | — | — | 13 | ||||||||||||
Deferred income tax benefit | (40 | ) | — | — | (40 | ) | ||||||||||
Segment loss | (1,333 | ) | (121 | ) | (203 | ) | (1,657 | ) | ||||||||
Total assets | 50,112 | 1,647 | 607 | 52,366 | ||||||||||||
Capital expenditures for investment properties | 2,607 | 18 | — | 2,625 |
For the Three Months Ended June 30, 2009 | Residential | Commercial | Other | Totals | ||||||||||||
Rental income | $ | 3,937 | $ | 451 | $ | — | $ | 4,388 | ||||||||
Other income | 435 | 52 | — | 487 | ||||||||||||
Loss from discontinued operations | (966 | ) | — | (85 | ) | (1,051 | ) | |||||||||
Equity in loss from investment | — | — | (15 | ) | (15 | ) | ||||||||||
Interest expense | 1,546 | 172 | 41 | 1,759 | ||||||||||||
Depreciation | 1,241 | 68 | — | 1,309 | ||||||||||||
General and administrative expenses | — | — | 77 | 77 | ||||||||||||
Current income tax expense | 5 | — | — | 5 | ||||||||||||
Deferred income tax benefit | (41 | ) | — | — | (41 | ) | ||||||||||
Segment loss | (1,296 | ) | (42 | ) | (218 | ) | (1,556 | ) |
For the Six Months Ended June 30, 2009 | Residential | Commercial | Other | Totals | ||||||||||||
Rental income | $ | 7,980 | $ | 921 | $ | — | $ | 8,901 | ||||||||
Other income | 797 | 98 | (2 | ) | 893 | |||||||||||
Loss from discontinued operations | (2,729 | ) | — | (200 | ) | (2,929 | ) | |||||||||
Distributions in excess of investment | — | — | 454 | 454 | ||||||||||||
Equity in loss from investment | — | — | (33 | ) | (33 | ) | ||||||||||
Interest expense | 3,095 | 344 | 42 | 3,481 | ||||||||||||
Depreciation | 2,470 | 132 | — | 2,602 | ||||||||||||
General and administrative expenses | — | — | 189 | 189 | ||||||||||||
Current income tax expense | 9 | — | — | 9 | ||||||||||||
Deferred income tax benefit | (52 | ) | — | — | (52 | ) | ||||||||||
Segment loss | (3,700 | ) | (18 | ) | (12 | ) | (3,730 | ) | ||||||||
Total assets | 71,901 | 2,015 | 620 | 74,536 | ||||||||||||
Capital expenditures for investment properties | 1,721 | 376 | — | 2,097 |
Note E — | Casualty Event |
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Note F — | Partnership Income Taxes |
Note G — | Sale of Investment Properties |
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Six Months Ended June 30, 2009 | ||||||||||||||||||||
Loss from | ||||||||||||||||||||
Casualty | Impairment | Discontinued | ||||||||||||||||||
Revenues | Expenses | Gain | Loss | Operations | ||||||||||||||||
The Knolls Apartments | $ | 1,159 | $ | (1,760 | ) | $ | 11 | $ | (900 | ) | $ | (1,490 | ) | |||||||
The Dunes Apartments | 798 | (1,037 | ) | — | (1,200 | ) | (1,439 | ) | ||||||||||||
$ | 1,957 | $ | (2,797 | ) | $ | 11 | $ | (2,100 | ) | $ | (2,929 | ) | ||||||||
Note H — | Fair Value of Financial Instruments |
Note I — | Investment Property |
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Note J — | Contingencies |
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ITEM 2. | Management’s Discussion and Analysis Of Financial Condition and Results of Operations |
Average Occupancy | ||||||||
Property | 2010 | 2009 | ||||||
The Sterling Apartment Homes(1) | 96 | % | 92 | % | ||||
The Sterling Commerce Center(2) | 79 | % | 82 | % | ||||
Philadelphia, Pennsylvania | ||||||||
Plantation Gardens Apartments | 93 | % | 95 | % | ||||
Plantation, Florida | ||||||||
Regency Oaks Apartments | 91 | % | 89 | % | ||||
Fern Park, Florida |
(1) | The General Partner attributes the increase in occupancy at The Sterling Apartment Homes to increased marketing efforts and competitive pricing. | |
(2) | The General Partner attributes the decrease in occupancy at The Sterling Commerce Center to certain tenants relocating their businesses to new locations. |
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Six Months Ended June 30, 2009 | ||||||||||||||||||||
Loss from | ||||||||||||||||||||
Casualty | Impairment | Discontinued | ||||||||||||||||||
Revenues | Expenses | Gain | Loss | Operations | ||||||||||||||||
The Knolls Apartments | $ | 1,159 | $ | (1,760 | ) | $ | 11 | $ | (900 | ) | $ | (1,490 | ) | |||||||
The Dunes Apartments | 798 | (1,037 | ) | — | (1,200 | ) | (1,439 | ) | ||||||||||||
$ | 1,957 | $ | (2,797 | ) | $ | 11 | $ | (2,100 | ) | $ | (2,929 | ) | ||||||||
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Six Months | Six Months | |||||||||||||||
Ended | Per Limited | Ended | Per Limited | |||||||||||||
June 30, | Partnership | June 30, | Partnership | |||||||||||||
2010 | Unit | 2009 | Unit | |||||||||||||
Surplus Funds(1) | $ | — | $ | — | $ | 3,665 | $ | 18.41 | ||||||||
(1) | Distribution to Series A limited partners consists of the release of funds previously reserved from the November 2007 refinance of The Sterling Apartment Homes. |
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Item 4T. | Controls and Procedures. |
(a) | Disclosure Controls and Procedures. |
(b) | Changes in Internal Control Over Financial Reporting. |
Item 1. | Legal Proceedings. |
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Item 6. | Exhibits. |
• | should not in all instances be treated as categorical statements of fact, but rather as a way of allocating the risk to one of the parties if those statements prove to be inaccurate; | |
• | have been qualified by disclosures that were made to the other party in connection with the negotiation of the applicable agreement, which disclosures are not necessarily reflected in the agreement; | |
• | may apply standards of materiality in a way that is different from what may be viewed as material to an investor; and | |
• | were made only as of the date of the applicable agreement or such other date or dates as may be specified in the agreement and are subject to more recent developments. |
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By: | ConCap Equities, Inc. |
By: | /s/ Steven D. Cordes |
By: | /s/ Stephen B. Waters |
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Exhibit | ||||
Number | Description | |||
3 | Certificates of Limited Partnership, as amended to date. (Incorporated by reference to the Annual Report on Form 10-K for the fiscal year ended December 31, 1991 (“1991 Annual Report”)). | |||
3 | .1 | Certificate of Limited Partnership of Registrant, dated March 19, 2008 (incorporated herein by reference to Exhibit 3.1 to the Registrant’s Current Report on Form 8-K, dated April 30, 2008). | ||
3 | .2 | Amendment to Certificate of Limited Partnership of Registrant, dated April 30, 2008 (incorporated herein by reference to Exhibit 3.2 to the Registrant’s Current Report on Form 8-K, dated April 30, 2008). | ||
3 | .3 | Limited Partnership Agreement of Registrant, dated April 28, 1981 (incorporated herein by reference to Appendix A to the Prospectus included in the Registrant’s Registration Statement on Form S-11 (Reg. No. 2-72384)). | ||
3 | .4 | First Amendment to the Limited Partnership Agreement of Registrant, dated July 11, 1985 (incorporated herein by reference to the Registrant’s Statement on Form 8-A dated May 1, 2008). | ||
3 | .5 | Second Amendment to the Limited Partnership Agreement of Registrant, dated October 23, 1990 (incorporated herein by reference to the Registrant’s Statement on Form 8-A dated May 1, 2008). | ||
3 | .6 | Third Amendment to the Limited Partnership Agreement of Registrant, dated October 17, 2000 (incorporated herein by reference to Exhibit 10.23 to the Registrant’s Annual Report on Form 10-K for the fiscal year ended December 31, 2001). | ||
3 | .7 | Fourth Amendment to the Limited Partnership Agreement of Registrant, dated May 25, 2001 (incorporated herein by reference to Exhibit 10.24 to the Registrant’s Annual Report on Form 10-K for the fiscal year ended December 31, 2001). | ||
3 | .8 | Fifth Amendment to the Limited Partnership Agreement of Registrant, dated March 19, 2008 (incorporated herein by reference to Exhibit 3.3 to the Registrant’s Current Report on Form 8-K, dated April 30, 2008). | ||
3 | .9 | Sixth Amendment to the Limited Partnership Agreement of Registrant, dated April 30, 2008 (incorporated herein by reference to Exhibit 3.4 to the Registrant’s Current Report on Form 8-K, dated April 30, 2008). | ||
3 | .10 | Seventh Amendment to the Limited Partnership Agreement of Registrant, dated May 8, 2008. | ||
3 | .11 | Eighth Amendment to the Limited Partnership Agreement of Registrant, dated December 31, 2009 (Incorporated herein by reference to Exhibit 3.10 to the Registrant’s Current Report on Form 8-K, dated December 31, 2009). | ||
3 | .12 | Ninth Amendment to the Limited Partnership Agreement of Registrant, dated December 31, 2009 (Incorporated herein by reference to Exhibit 3.11 to the Registrant’s Current Report on Form 8-K, dated December 31, 2009). | ||
10 | .28 | Form of Amended Order Setting Foreclosure Sale Date pursuant to amending the foreclosure date filed on September 25, 2003. (Incorporated herein by reference to the Registrant’s Quarterly Report on Form 10-Q for the quarterly period ended September 30, 2003.) | ||
10 | .30 | Form of Certificate of Sale as to Property “2” pursuant to sale of Regency Oaks Apartments to CCIP Regency Oaks, L.L.C. filed October 28, 2003. (Incorporated herein by reference to the Registrant’s Quarterly Report on Form 10-Q for the quarterly period ended September 30, 2003.) | ||
10 | .32 | Form of Certificate of Sale as to Property “4” pursuant to sale of Plantation Gardens Apartments to CCIP Plantation Gardens, L.L.C. filed October 28, 2003. (Incorporated herein by reference to the Registrant’s Quarterly Report on Form 10-Q for the quarterly period ended September 30, 2003.) | ||
10 | .53 | Amended and Restated Multifamily Note, dated September 28, 2007 between CCIP Plantation Gardens, L.L.C., a Delaware limited liability company, and Capmark Bank, a Utah industrial bank. Filed on Current Report on Form 8-K dated September 28, 2007 and incorporated herein by reference. | ||
10 | .54 | Amended and Restated Multifamily Mortgage, Assignment of Rents and Security Agreement, dated September 28, 2007 between CCIP Plantation Gardens, L.L.C., a Delaware limited liability company, and Capmark Bank, a Utah industrial bank. Filed on Current Report on Form 8-K dated September 28, 2007 and incorporated herein by reference. |
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Exhibit | ||||
Number | Description | |||
10 | .55 | Amended and Restated Multifamily Note, dated September 28, 2007 between CCIP Regency Oaks, L.L.C., a Delaware limited liability company, and Capmark Bank, a Utah industrial bank. Filed on Current Report on Form 8-K dated September 28, 2007 and incorporated herein by reference. | ||
10 | .56 | Amended and Restated Multifamily Mortgage, Assignment of Rents and Security Agreement, dated September 28, 2007 between CCIP Regency Oaks, L.L.C., a Delaware limited liability company, and Capmark Bank, a Utah industrial bank. Filed on Current Report on Form 8-K dated September 28, 2007 and incorporated herein by reference. | ||
10 | .57 | Multifamily Note, dated November 30, 2007 between CCIP Sterling, L.P., a Pennsylvania limited partnership, and Wachovia Multifamily Capital, Inc., a Delaware corporation. Filed on Current Report on Form 8-K dated November 30, 2007 and incorporated herein by reference. | ||
10 | .58 | Multifamily Mortgage, Assignment of Rents and Security Agreement, dated November 30, 2007 between CCIP Sterling, L.P., a Pennsylvania limited partnership, and Wachovia Multifamily Capital, Inc., a Delaware corporation. Filed on Current Report on Form 8-K dated November 30, 2007 and incorporated herein by reference. | ||
10 | .74 | Purchase and Sale Contract between CCIP Society Park East, L.L.C., a Delaware limited liability company, and CD Group, LLC, a Florida limited liability company, dated April 21, 2009. Incorporated by reference to the Partnership’s Current Report on Form 8-K dated April 21, 2009. | ||
10 | .75 | Purchase and Sale Contract between CCIP Knolls, L.L.C., a Delaware limited liability company, and Hamilton Zanze & Company, a California corporation, dated May 12, 2009. Incorporated by reference to the Partnership’s Current Report on Form 8-K dated May 12, 2009. | ||
10 | .76 | Reinstatement of and Amendment to Purchase and Sale Contract between CCIP Society Park East, L.L.C., a Delaware limited liability company, and CD Group, LLC, a Florida limited liability company, dated June 1, 2009. Incorporated by reference to the Partnership’s Current Report on Form 8-K dated June 1, 2009. | ||
10 | .77 | First Amendment to Purchase and Sale Contract between CCIP Knolls, L.L.C., a Delaware limited liability company, and Hamilton Zanze & Company, a California corporation, dated June 4, 2009. Incorporated by reference to the Partnership’s Current Report on Form 8-K dated June 4, 2009. | ||
10 | .78 | Reinstatement and Second Amendment to Purchase and Sale Contract between CCIP Knolls, L.L.C., a Delaware limited liability company, and Hamilton Zanze & Company, a California corporation, dated July 1, 2009. Incorporated by reference to the Partnership’s Current Report on Form 8-K dated June 26, 2009. | ||
10 | .79 | Third Amendment to Purchase and Sale Contract between CCIP Knolls, L.L.C., a Delaware limited liability company, and Hamilton Zanze & Company, a California corporation, dated July 10, 2009. Incorporated by reference to the Partnership’s Current Report on Form 8-K dated July 10, 2009. | ||
10 | .80 | Fourth Amendment to Purchase and Sale Contract between CCIP Knolls, L.L.C., a Delaware limited liability company, and Hamilton Zanze & Company, a California corporation, dated July 20, 2009. Incorporated by reference to the Partnership’s Current Report on Form 8-K dated July 20, 2009. | ||
10 | .81 | Fifth Amendment to Purchase and Sale Contract between CCIP Knolls, L.L.C., a Delaware limited liability company, and Hamilton Zanze & Company, a California corporation, dated July 23, 2009. Incorporated by reference to the Partnership’s Current Report on Form 8-K dated July 23, 2009. | ||
10 | .82 | Agreement Regarding Grant Funds by and among OP Property Management, LLC, a Delaware limited liability company, and CCIP Sterling, L.P., a Pennsylvania limited partnership, dated May 17, 2010. Incorporated by reference to the Partnership’s Current Report on Form 8-K dated May 17, 2009. | ||
31 | .1 | Certification of equivalent 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 equivalent 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 of the equivalent of the Chief Executive Officer and Chief Financial Officer pursuant to 18 U.S.C. Section 1350, as Adopted Pursuant to Section 906 of the Sarbanes-Oxley Act of 2002. |
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Pursuant to 18 U.S.C. Section 1350,
As Adopted Pursuant to
Section 906 of the Sarbanes-Oxley Act of 2002
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Item 20. | Indemnification of Directors and Officers. |
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Item 21. | Exhibits. |
• | should not in all instances be treated as categorical statements of fact, but rather as a way of allocating the risk to one of the parties if those statements prove to be inaccurate; | |
• | have been qualified by disclosures that were made to the other party in connection with the negotiation of the applicable agreement, which disclosures are not necessarily reflected in the agreement; | |
• | may apply standards of materiality in a way that is different from what may be viewed as material to you or other investors; and | |
• | were made only as of the date of the applicable agreement or such other date or dates as may be specified in the agreement and are subject to more recent developments. |
Item 22. | Undertakings. |
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MANAGEMENT COMPANY
By: | /s/ TERRY CONSIDINE |
Title: | Chairman of the Board, Chief Executive Officer |
Signature | Title | Date | ||||
/s/ TERRY CONSIDINE Terry Considine | Chairman of the Board and Chief Executive Officer (principal executive officer) | September 13, 2010 | ||||
/s/ ERNEST M. FREEDMAN Ernest M. Freedman | Executive Vice President and Chief Financial Officer (principal financial officer) | September 13, 2010 | ||||
/s/ PAUL BELDIN Paul Beldin | Senior Vice President and Chief Accounting Officer (principal accounting officer) | September 13, 2010 | ||||
/s/ JAMES N. BAILEY James N. Bailey | Director | September 13, 2010 | ||||
/s/ RICHARD S. ELLWOOD Richard S. Ellwood | Director | September 13, 2010 |
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Signature | Title | Date | ||||
/s/ THOMAS L. KELTNER Thomas L. Keltner | Director | September 13, 2010 | ||||
/s/ J. LANDIS MARTIN J. Landis Martin | Director | September 13, 2010 | ||||
/s/ ROBERT A. MILLER Robert A. Miller | Director | September 13, 2010 | ||||
/s/ MICHAEL A. STEIN Michael A. Stein | Director | September 13, 2010 | ||||
/s/ KATHLEEN M. NELSON Kathleen M. Nelson | Director | September 13, 2010 |
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By: AIMCO-GP, Inc., its General Partner
By: | /s/ TERRY CONSIDINE |
Title: | Chairman of the Board and Chief Executive Officer |
Signature | Title | Date | ||||
/s/ TERRY CONSIDINE Terry Considine | Chairman of the Board and Chief Executive Officer of the registrant’s general partner (principal executive officer) | September 13, 2010 | ||||
/s/ MILES CORTEZ Miles Cortez | Director, Executive Vice President and Chief Administrative Officer of the registrant’s general partner | September 13, 2010 | ||||
/s/ ERNEST M. FREEDMAN Ernest M. Freedman | Executive Vice President and Chief Financial Officer of the registrant’s general partner (principal financial officer) | September 13, 2010 | ||||
/s/ PAUL BELDIN Paul Beldin | Senior Vice President and Chief Accounting Officer of the registrant’s general partner (principal accounting officer) | September 13, 2010 |
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Exhibit | ||||
Number | Description | |||
2 | .1 | Agreement and Plan of Merger, dated as of September 13, 2010 by and among Consolidated Capital Institutional Properties, LP, Aimco CCIP Merger Sub LLC and Aimco Properties, L.P. (Annex A to the Information Statement/Prospectus filed hereto) | ||
3 | .1 | Charter of Apartment Investment and Management Company (Exhibit 3.1 to Aimco’s Annual Report onForm 10-K for the year ended December 31, 2008, is incorporated herein by this reference) | ||
3 | .2 | Amended and Restated Bylaws of Apartment Investment and Management Company (Exhibit 3.2 to Aimco’s Current Report onForm 8-K dated February 4, 2010, is incorporated herein by this reference) | ||
3 | .3 | Fourth Amended and Restated Agreement of Limited Partnership of AIMCO Properties, L.P., dated as of July 29, 1994, as amended and restated as of February 28, 2007 (Exhibit 10.1 to Aimco’s Annual Report onForm 10-K for the year ended December 31, 2006, is incorporated herein by this reference) | ||
3 | .4 | First Amendment to Fourth Amended and Restated Agreement of Limited Partnership of AIMCO Properties, L.P., dated as of December 31, 2007 (Exhibit 10.1 to Aimco’s Current Report onForm 8-K, dated December 31, 2007, is incorporated herein by this reference) | ||
3 | .5 | Second Amendment to the Fourth Amended and Restated Agreement of Limited Partnership of AIMCO Properties, L.P., dated as of July 30, 2009 (Exhibit 10.1 to Aimco���s Quarterly Report onForm 10-Q for the quarterly period ended June 30, 2009, is incorporated herein by this reference) | ||
3 | .6 | Third Amendment to Fourth Amended and Restated Agreement of Limited Partnership of AIMCO Properties, L.P., dated as of December 31, 2007 (Exhibit 10.1 to Aimco’s Current Report onForm 8-K, dated September 3, 2010, is incorporated herein by this reference) | ||
5 | .1 | Opinion of Skadden, Arps, Slate, Meagher & Flom LLP regarding the validity of the Common OP Units being registered. | ||
5 | .2 | Opinion of DLA Piper regarding the validity of the Class A Common Stock issuable upon redemption of the Common OP Units | ||
8 | .1 | Opinion of Skadden, Arps, Slate, Meagher & Flom LLP regarding certain tax matters | ||
10 | .1 | Amended and Restated Secured Credit Agreement, dated as of November 2, 2004, by and among Aimco, AIMCO Properties, L.P., AIMCO/Bethesda Holdings, Inc., and NHP Management Company as the borrowers and Bank of America, N.A., Keybank National Association, and the Lenders listed therein (Exhibit 4.1 to Aimco’s Quarterly Report onForm 10-Q for the quarterly period ended September 30, 2004, is incorporated herein by this reference) | ||
10 | .2 | First Amendment to Amended and Restated Secured Credit Agreement, dated as of June 16, 2005, by and among Aimco, AIMCO Properties, L.P., AIMCO/Bethesda Holdings, Inc., and NHP Management Company as the borrowers and Bank of America, N.A., Keybank National Association, and the Lenders listed therein (Exhibit 10.1 to Aimco’s Current Report onForm 8-K, dated June 16, 2005, is incorporated herein by this reference) | ||
10 | .3 | Second Amendment to Amended and Restated Senior Secured Credit Agreement, dated as of March 22, 2006, by and among Aimco, AIMCO Properties, L.P., and AIMCO/Bethesda Holdings, Inc., as the borrowers, and Bank of America, N.A., Keybank National Association, and the lenders listed therein (Exhibit 10.1 to Aimco’s Current Report onForm 8-K, dated March 22, 2006, is incorporated herein by this reference) | ||
10 | .4 | Third Amendment to Senior Secured Credit Agreement, dated as of August 31, 2007, by and among Apartment Investment and Management Company, AIMCO Properties, L.P., and AIMCO/Bethesda Holdings, Inc., as the Borrowers, the pledgors and guarantors named therein, Bank of America, N.A., as administrative agent and Bank of America, N.A., Keybank National Association and the other lenders listed therein (Exhibit 10.1 to Aimco’s Current Report onForm 8-K, dated August 31, 2007, is incorporated herein by this reference) | ||
10 | .5 | Fourth Amendment to Senior Secured Credit Agreement, dated as of September 14, 2007, by and among Apartment Investment and Management Company, AIMCO Properties, L.P., and AIMCO/Bethesda Holdings, Inc., as the Borrowers, the pledgors and guarantors named therein, Bank of America, N.A., as administrative agent and Bank of America, N.A., Keybank National Association and the other lenders listed therein (Exhibit 10.1 to Aimco’s Current Report onForm 8-K, dated September 14, 2007, is incorporated herein by this reference) |
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Exhibit | ||||
Number | Description | |||
10 | .6 | Fifth Amendment to Senior Secured Credit Agreement, dated as of September 9, 2008, by and among Apartment Investment and Management Company, AIMCO Properties, L.P., and AIMCO/Bethesda Holdings, Inc., as the Borrowers, the pledgors and guarantors named therein, Bank of America, N.A., as administrative agent and Bank of America, N.A., Keybank National Association and the other lenders listed therein (Exhibit 10.1 to Aimco’s Current Report onForm 8-K, dated September 11, 2008, is incorporated herein by this reference) | ||
10 | .7 | Sixth Amendment to Senior Secured Credit Agreement, dated as of May 1, 2009, by and among Apartment Investment and Management Company, AIMCO Properties, L.P., and AIMCO/Bethesda Holdings, Inc., as the Borrowers, the pledgors and guarantors named therein, Bank of America, N.A., as administrative agent and Bank of America, N.A., Keybank National Association and the other lenders listed therein (Exhibit 10.1 to Aimco’s Quarterly Report onForm 10-Q for the quarterly period ended March 31, 2009, is incorporated herein by this reference) | ||
10 | .8 | Seventh Amendment to Senior Secured Credit Agreement, dated as of August 4, 2009, by and among Apartment Investment and Management Company, AIMCO Properties, L.P., and AIMCO/Bethesda Holdings, Inc., as the Borrowers, the pledgors and guarantors named therein and the lenders party thereto (Exhibit 10.1 to Aimco’s Current Report onForm 8-K, dated August 6, 2009, is incorporated herein by this reference) | ||
10 | .9 | Eighth Amendment to Senior Secured Credit Agreement, dated as of February 3, 2010, by and among Apartment Investment and Management Company, AIMCO Properties, L.P., and AIMCO/Bethesda Holdings, Inc., as the Borrowers, the pledgors and guarantors named therein and the lenders party thereto (Exhibit 10.1 to Aimco’s Current Report onForm 8-K, dated February 5, 2010, is incorporated herein by this reference) | ||
10 | .10 | Ninth Amendment to Amended and Restated Senior Secured Credit Agreement, dated as of May 14, 2010, by and among Apartment Investment and Management Company, AIMCO Properties, L.P., and AIMCO/Bethesda Holdings, Inc., as the borrowers, the guarantors and the pledgors named therein and the lenders party thereto (Exhibit 10.1 to Aimco’s Quarterly Report onForm 10-Q for the quarterly period ended June 30, 2009, is incorporated herein by this reference) | ||
10 | .11 | Master Indemnification Agreement, dated December 3, 2001, by and among Apartment Investment and Management Company, AIMCO Properties, L.P., XYZ Holdings LLC, and the other parties signatory thereto (Exhibit 2.3 to Aimco’s Current Report onForm 8-K, dated December 6, 2001, is incorporated herein by this reference) | ||
10 | .12 | Tax Indemnification and Contest Agreement, dated December 3, 2001, by and among Apartment Investment and Management Company, National Partnership Investments, Corp., and XYZ Holdings LLC and the other parties signatory thereto (Exhibit 2.4 to Aimco’s Current Report onForm 8-K, dated December 6, 2001, is incorporated herein by this reference) | ||
10 | .13 | Limited Liability Company Agreement of AIMCO JV Portfolio #1, LLC dated as of December 30, 2003 by and among AIMCO BRE I, LLC, AIMCO BRE II, LLC and SRV-AJVP#1, LLC (Exhibit 10.54 to Aimco’s Annual Report onForm 10-K for the year ended December 31, 2003, is incorporated herein by this reference) | ||
10 | .14 | Employment Contract executed on December 29, 2008, by and between AIMCO Properties, L.P. and Terry Considine (Exhibit 10.1 to Aimco’s Current Report onForm 8-K, dated December 29, 2008, is incorporated herein by this reference)* | ||
10 | .15 | Apartment Investment and Management Company 1997 Stock Award and Incentive Plan (October 1999) (Exhibit 10.26 to Aimco’s Annual Report onForm 10-K for the year ended December 31, 1999, is incorporated herein by this reference)* | ||
10 | .16 | Form of Restricted Stock Agreement (1997 Stock Award and Incentive Plan) (Exhibit 10.11 to Aimco’s Quarterly Report onForm 10-Q for the quarterly period ended September 30, 1997, is incorporated herein by this reference)* | ||
10 | .17 | Form of Incentive Stock Option Agreement (1997 Stock Award and Incentive Plan) (Exhibit 10.42 to Aimco’s Annual Report onForm 10-K for the year ended December 31, 1998, is incorporated herein by this reference)* | ||
10 | .18 | 2007 Stock Award and Incentive Plan (incorporated by reference to Appendix A to Aimco’s Proxy Statement on Schedule 14A filed with the Securities and Exchange Commission on March 20, 2007)* |
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Exhibit | ||||
Number | Description | |||
10 | .19 | Form of Restricted Stock Agreement (Exhibit 10.2 to Aimco’s Current Report onForm 8-K, dated April 30, 2007, is incorporated herein by this reference)* | ||
10 | .20 | Form of Non-Qualified Stock Option Agreement (Exhibit 10.3 to Aimco’s Current Report onForm 8-K, dated April 30, 2007, is incorporated herein by this reference)* | ||
10 | .21 | 2007 Employee Stock Purchase Plan (incorporated by reference to Appendix B to Aimco’s Proxy Statement on Schedule 14A filed with the Securities and Exchange Commission on March 20, 2007)* | ||
21 | .1 | List of Subsidiaries (Exhibit 21.1 to Aimco’s Annual Report ofForm 10-K for the year ended December 31, 2009 is incorporated herein by this reference) | ||
23 | .1 | Consent of Independent Registered Public Accounting Firm | ||
23 | .2 | Consent of Independent Registered Public Accounting Firm | ||
23 | .3 | Consent of Independent Registered Public Accounting Firm | ||
23 | .4 | Consent of Skadden, Arps, Slate, Meagher & Flom LLP (included in Exhibit 5.1) | ||
23 | .5 | Consent of DLA Piper (included in Exhibit 5.2) | ||
23 | .6 | Consent of Skadden, Arps, Slate, Meagher & Flom LLP (included in Exhibit 8.1) | ||
23 | .7 | Consent of Cogent Realty Advisors, LLC | ||
24 | .1 | Power of Attorney (included in the signature pages to the Registration Statement) | ||
99 | .1 | Appraisal Report, dated as of February 22, 2010, by Cogent Realty Advisors, LLC, related to The Sterling Apartment Homes and Commerce Center. | ||
99 | .2 | Appraisal Report, dated as of April 17, 2010, by Cogent Realty Advisors, LLC, related to the Plantation Gardens Apartments. | ||
99 | .3 | Supplement Letter, dated as of August 30, 2010, by Cogent Realty Advisors, related to the Plantation Gardens Apartments. | ||
99 | .4 | Appraisal Report, dated as of May 17, 2010, by Cogent Realty Advisors, LLC, related to the Regency Oaks Apartments. |
(1) | Schedules and supplemental materials to the exhibits have been omitted but will be provided to the Securities and Exchange Commission upon request. | |
(2) | The file reference number for all exhibits is001-13232, and all such exhibits remain available pursuant to the Records Control Schedule of the Securities and Exchange Commission. | |
* | Indicates a management contract or compensatory plan or arrangement. |